EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123

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EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
I N F O R M AT I O N M E M O R A N D U M

EAM Caboolture
Property Fund

Trustee                        Investment Manager                           Licensee
EFM Nominee Services Pty Ltd   Eildon Asset Management Pty Ltd as           Eildon Funds Management Limited
ACN 638 082 130                Trustee for Eildon Asset Management Trust    ACN 066 092 028
Authorised Representative      ABN 73 161 997 631                           AFSL number 229809
Number 001282215               Authorised Representative Number 001282462
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
IMPORTANT NOTICE

This Information Memorandum (IM, Information Memorandum)              The information contained in this IM is general information
is dated 7 October 2021 and has been issued by EFM Nominee            only and does not take into account the investment objectives,
Services Pty Ltd ACN 638 082 130 (Trustee, EFMN, we, us,              financial situation or needs of any particular applicant. It is
our) in its capacity as trustee for the EAM Caboolture Property       important that you read the entire IM before making a decision
Fund (Trust). This IM relates to the offer of units in the Trust      whether to invest in the Trust. It is also recommended that
(the Offer). Neither the Trustee, Eildon Asset Management             applicants seek professional advice before deciding whether
Pty Ltd ACN 638 441 773 as the trustee of the Eildon Asset            to invest in the Trust; and they should consider whether the
Management Trust (Investment Manager, Eildon Asset                    investment is appropriate to their needs, objectives and
Management) nor their directors, members, associates or               circumstances. Applicants should not treat the contents of this
related entities, nor any other person related to the Trustee         IM as advice relating to legal, taxation or investment matters
or the Investment Manager, guarantees the performance of              and should consult their own advisers in this regard.
the Trust, the repayment of capital or any particular rate of
                                                                      The Trust is subject to risks and an investment in the Trust is
income or capital return from, or increase in the value of, the
                                                                      only suitable for experienced investors with an awareness
Trust’s assets. Neither the Trustee or the Investment Manager
                                                                      of the nature and likely quantum of the risk factors set out in
has authorised any person to give any information, or to make
                                                                      Section 7. Recipients should independently verify the material
any representation in connection with the Offer, which is not
                                                                      contained in this IM and must rely on their own enquiries and
contained in this IM. No such information or representation may
                                                                      seek professional advice as to the wisdom, or otherwise,
be relied upon as having been authorised by the Trustee or the
                                                                      of an investment in the Trust and as to the accuracy and
Investment Manager in connection with the Offer.
                                                                      completeness of this IM.
The regulated fundraising (product disclosure statement)
                                                                      No obligation is imposed upon the Trustee, the Investment
requirements of the Corporations Act do not apply to this
                                                                      Manager nor any of their directors, members, associates or
Offer. The Offer under this IM can only be made to recipients
                                                                      related entities, or any other person related to the Trustee or
who qualify as 'wholesale clients' under subsection 761G(7)
                                                                      the Investment Manager, to advise a recipient of any change
of the Corporations Act or as 'sophisticated investors' under
                                                                      to, or error in, any of the information contained in this IM.
section 761GA of the Corporations Act (refer to the definition
of ‘Wholesale Investor’ in Section 10.10), or other investors who     Offers under this IM will be made pursuant to Section 911A(2)
are not required to be given a product disclosure statement.          (b) of the Corporations Act. The Trustee has entered into an
                                                                      arrangement with Eildon Funds Management Pty Ltd ACN 066
This Offer is available to persons receiving the IM within
                                                                      092 028 (Licensee), holder of Australian Financial Services
Australia (whether or not the IM indicates it is available to
                                                                      Licence (AFSL) 229809, for this purpose. All applications must
persons in other countries). The Trustee does not represent
                                                                      be sent to the Licensee who will arrange for the issue of Units
that this IM may be lawfully offered, in compliance with any
                                                                      pursuant to this IM. The function performed by the Licensee
applicable legislation or other requirements, in any other
                                                                      should not be considered as an endorsement of the Offer nor
jurisdiction, or pursuant to an exemption available under
                                                                      a recommendation of the suitability of an investment in the
another jurisdiction.
                                                                      Trust for any person. The Licensee has not prepared, and is
This IM has been prepared to the best of the knowledge and            not responsible for the information contained in this IM. The
belief of the Trustee. The IM contains some statements of             Licensee does not guarantee the success or performance of
intent and opinion, many of which may or may not be realised          the Trust or the returns, if any, to be achieved by Investors.
or be accurate. The Trustee believes the information in this
                                                                      The Licensee has appointed the Trustee as its authorised
IM, including statements of intent and opinion, are based on
                                                                      representative and authorised the Trustee to provide various
reasonable assumptions. However, to the maximum extent
                                                                      financial services which the Trustee will provide in operating
permitted by law, neither the Trustee, the Investment Manager
                                                                      the Trust.
nor their directors, members, associates or related entities,
nor any other person related to the Trustee or the Investment         The Licensee has appointed the Investment Manager as its
Manager, represent or warrant the accuracy or completeness of         authorised representative and authorised the Investment
this IM, or any information contained in it, and no responsibility    Manager to provide various financial services which the
or liability will be accepted by the Trustee, the Investment          Investment Manager will be providing in accordance with
Manager, nor their directors, members, associates or related          the terms of its Investment Management Agreement with the
entities, nor any other person related to the Trustee or the          Trustee.
Investment Manager for any loss or damage, howsoever arising,
                                                                      Unless otherwise stated, all photographs of property in this IM
which results from reliance in whole or in part on such matters.
                                                                      are assets of the Trust, and dollar amounts are expressed in
Any references to or inclusion of data prepared by parties
                                                                      Australian dollars.
other than the Trustee, the Investment Manager or their related
parties are included for information purposes only. The Trustee       The defined terms used throughout this IM are set out in the
makes no representation of the reliability of this information nor    Glossary in Section 11.
does it represent that the preparing party accepts any liability to
any Investor in the Trust or reader of this IM.

EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
EILDON ASSET MANAGEMENT                       |   CABOOLTURE PROPERTY FUND

           CONTENTS

IMPORTANT NOTICE.......................................................IFC                                  5.6       Proposed Construction and Finishes..................... 26
                                                                                                            5.7       Building layout.............................................................. 26
LETTER TO INVESTORS..................................................... 2
                                                                                                            5.8       Major Tenancy Profiles and Lease Terms...............27
1   INVESTMENT SUMMARY............................................. 6
                                                                                                            5.9       Valuation......................................................................... 28
    1.1     Trust Overview................................................................. 6
                                                                                                        6 FINANCIAL INFORMATION........................................ 32
2 MANAGEMENT OF THE TRUST................................. 10
                                                                                                            6.1       Sources and Application of Funds...........................32
    2.1     About the Trustee......................................................... 10
                                                                                                            6.2       Forecast Balance Sheet..............................................33
    2.2     About the Investment Manager................................ 10
                                                                                                            6.3       Key Assumptions for the Forecast............................34
3 DETAILS OF THE OFFER.............................................14
                                                                                                        7   RISK FACTORS............................................................ 37
    3.1     Investment Opportunity................................................14
    3.2     Trust Objective and Investment Strategy................14                                   8 TAX INFORMATION.................................................... 44

    3.3     Trust Structure.................................................................15          9 FEES AND OTHER COSTS.......................................... 46
    3.4     Term of the investment and exit strategy................16                                      9.1       Summary of fees and other costs.............................46
    3.5     Size of Offer.....................................................................16            9.2       Waiver or deferral of fees...........................................48
    3.6     Minimum Investment Amount.....................................16                                9.3       Operating costs.............................................................48
    3.7     Total Equity to be Raised..............................................16                       9.4       Goods and services tax...............................................48
    3.8     Key Dates.........................................................................16            9.5       Related party fees.........................................................48
    3.9     Co-investment.................................................................16                9.6       Government taxes and incidental expenses.........48
    3.10    Allotment of Units..........................................................16
                                                                                                        10 OTHER INFORMATION............................................... 49
    3.11    Debt Facility.....................................................................17
                                                                                                            10.1      Trust Deed.......................................................................49
    3.12    Unit Pricing.......................................................................18
                                                                                                            10.2      Investment Management Agreement......................49
    3.13    Asset Valuations.............................................................18
                                                                                                            10.3      Development Management Agreement.................49
    3.14    Distributions.....................................................................18
                                                                                                            10.4      Put and Call Option Agreements............................. 50
    3.15    Illiquid investment..........................................................18
                                                                                                            10.5      Related Party Investments and Transactions......... 51
    3.16    Transferring or selling Units........................................18
                                                                                                            10.6      Privacy Information Statement.................................. 51
    3.17    Reporting..........................................................................19
                                                                                                            10.7      Anti-money Laundering Laws.................................... 51
    3.18    Future Issues of Units...................................................19
                                                                                                            10.8      Foreign Account Tax Compliance Act..................... 51
    3.19    How to Invest..................................................................19
                                                                                                            10.9      Common Reporting Standards (CRS)...................... 52
4 BENEFITS OF INVESTING IN THE TRUST................. 20                                                    10.10 Wholesale Clients........................................................ 52
                                                                                                            10.11 Consents........................................................................ 52
5 PROPERTY INFORMATION........................................ 22
    5.1     Property Details: Retail Shopping Centre ............. 22                                       10.12 Electronic Instructions................................................. 52

    5.2     Property Details: Large Format Retail Centre....... 22                                          10.13 Investor Inquiries...........................................................53

    5.3     Property Structure.........................................................23               11 GLOSSARY................................................................... 54
    5.4     Location...........................................................................23
                                                                                                        12 DIRECTORY................................................................. 56
    5.5     Description......................................................................24

                                                                                                             EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM                                            |   1
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
LETTER TO INVESTORS

    Dear Investors,                                                  • u
                                                                        pon Practical Completion, distributions are forecast to
                                                                       increase to 7.0% p.a with the potential for capital growth
    We are very pleased to bring another exciting investment           over the term of the investment;
    opportunity to the market. Eildon Asset Management
    (EAM) has secured the opportunity to acquire a new Coles         • d
                                                                        istributions are expected to attract benefits of tax
    anchored Shopping Centre and Large Format Retail Centre            deferred income;
    (Property) located in Caboolture, Queensland to be known         • s trong national brand tenants including Coles, Chemist
    as the 'Caboolture Shopping Village' which is anticipated          Warehouse, KFC and PETstock catering to consumers
    to be completed and opened for trading in around                   daily needs;
    November 2022.
                                                                     • forecast lease expiry of approximately 10 years (by
    The Property will be acquired in the EAM Caboolture                income) from Practical Completion;
    Property Fund (Trust). The Trust will offer unitholders:         • t he Caboolture Shopping Village will benefit from highway
    • a
       ccess to a brand new convenience retail shopping and           exposure (with over 60,000 cars passing daily) which is
      large format centre in an attractive investment structure;       strategically located between Brisbane and the Sunshine
                                                                       Coast, approximately 5kms north of the Caboolture CBD;
    • d
       istributions paid quarterly in arrears from 31 March 2022      and
      at approximately 5.0% p.a. until Practical Completion of the
                                                                     • an investment managed by a highly experienced team that
      Property;

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EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
EILDON ASSET MANAGEMENT          |   CABOOLTURE PROPERTY FUND

  extends across asset management, property management,             The Trust will have an Initial Investment Term of approximately
  property development and property investment.                     seven years after the date of this Information Memorandum. This
                                                                    Information Memorandum contains detailed information about
The Trust will raise the requisite equity at the outset in          the Offer and the Fund’s investment strategy, its operations,
order to cost effectively fund the immediate purchase of            financial performance and prospects. You should read this IM
the Property. Equity, and subsequently bank debt will be            carefully and in its entirety. Potential investors with questions on
drawn periodically over the development term until the              how to complete the Application Form or the contents of the IM
development of the Property is complete. The Property has           should seek advice from their professional adviser.
been independently valued at $55.8 million on completion.
                                                                    Thank you for your consideration of this opportunity to invest
The Trust will be managed by Eildon Asset Management Pty            in the Trust, which we believe to be very attractive.
Ltd as trustee for the Eildon Asset Management Trust ABN
                                                                    Yours faithfully,
71 161 997 631 (Investment Manager or EAM). The Trustee,
EFM Nominee Services Pty Ltd is a wholly owned subsidiary
of Eildon Capital Group, an ASX-listed Real Estate investment
and funds management group. As at the date of the
                                                                    Mark Avery
Information Memorandum, Eildon Capital Group has a market
                                                                    Director
capitalisation of approximately $50 million and manages over
$270 million on behalf of investors.                                Eildon Asset Management Pty Ltd

                                                                        EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM          |   3
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
CABOOLTURE, QUEENSLAND

    A TRANSFORMATIONAL, MIXED-USE DEVELOPMENT DESIGNED TO
    SUPPORT AND ENERGIZE THE CABOOLTURE COMMUNITY

    LOCATION
    The Caboolture Shopping Village is located
    approximately 5km north of the Caboolture CBD
    at the intersection of Pumicestone Road and the
    M1 Motorway at Exit 157. The Sungate Precinct
    will be a collection of major retailers, in addition
    to the Caboolture Shopping Village, including
    Bunnings, fast food (including McDonalds) and
    a childcare centre. The site already hosts the
    Ampol Caboolture Travel Centre. The centre
    will service the high volume of traffic heading                                      Large Format Retail Centre
    north to the Sunshine Coast, as well as the
    large, currently under-serviced catchment of
    Caboolture North.

             ACCESSIBILITY                                 EXPOSURE
            Over 60,000 vehicles                         Approx. 500m of
              passing per day                           frontage from the
                                                          Bruce Highway

             CONVENIENCE                                   CUSTOMER              540 HOMES
            30 minutes from the                        9 million domestic     On average, to be built
        Sunshine Coast & 50 minutes                       visitors p.a.     in the catchment each year
            from Brisbane CBD                                                        until 2041

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EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
EILDON ASSET MANAGEMENT     |   CABOOLTURE PROPERTY FUND

  SUNGATE PRECINCT

                          Retail Shopping Centre

MAIN TRADE AREA
  Will increase to over
119,350 people by 2041

                                                          EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM   |   5
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
1               INVESTMENT SUMMARY

    1.1 TRUST OVERVIEW
    The key features and benefits of the Trust set out in this section are a summary only. Applicants should read the whole IM.

        TOPIC                             SUMMARY                                                                         SECTION
        Key Dates*
        Offer Opens                        7 October, 2021                                                                 3.8

        Offer Closes	26 November 2021
                      The Trustee reserves the right to extend the Offer closing date without notice

        Subscription Monies Due            19 November 2021

        Allotment of Units                 26 November 2021

        Property Transfer Date             26 November 2021 (anticipated)

        Minimum Initial                    7 years from the allotment of Units (26 November 2028)
        Investment Term Ends

        *These are indicative dates only. The Trustee may change these dates at its absolute discretion.

        Key features of the Offer
        Offer Price                        $1.00 per Unit                                                                   3.5

        Minimum Application	A minimum investment of $250,000 (unless otherwise determined by the                           3.6
        Amount               Trustee and the Investment Manager at their discretion)

        Offer Amount                       $31,400,000                                                                      3.7

        Co-investment	In its absolute discretion, the Investment Manager and/or entities associated                        3.9
                       with the Investment Manager may subscribe for up to 5.0% (or $1,570,000) of
                       equity in the Trust.

        Eligible Investors                 Wholesale Clients only                                                          10.10

        Key features of the Trust
        Trust Name                         EAM Caboolture Property Fund

        Trustee of the Trust	EFM Nominee Services Pty Ltd ACN 638 082 130, an authorised                                   2.1
                              representative of Eildon Funds Management Limited ACN 066 092 028,
                              AFSL 229809 (Licensee)

        Investment Manager	Eildon Asset Management Pty Ltd ACN 638 441 773 as trustee for the                              2.2
                            Eildon Asset Management Trust, an authorised representative of the Licensee

        Developer                          Eildon Funds Management Limited as trustee for the CVC Caboolture Unit           3.1
                                           Trust (CVC)

        Nature of the Trust	The Trust is an unregistered unit trust established to acquire, develop                        3.3
                             and hold the Property.

        Investment Objective and          The Trust intends to acquire the land for, and then outsource the development     3.2
        Strategy                          of, the Property.
                                          Development of the Property will result in an essential services based Retail
                                          Shopping Centre (including a separate building for a convenience food

6   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
EILDON ASSET MANAGEMENT             |   CABOOLTURE PROPERTY FUND

TOPIC                      SUMMARY                                                                               SECTION
Key features of the Trust (Cont.)

Investment Objective and   restaurant subject to Development Approval) and a Large Format Retail                   3.2
Strategy (cont.)           Precinct (subject to pending Development Approval for subdivision).
                           The investment will provide Investors with a regular quarterly income distribution
                           with the potential for capital growth over the term of the investment.

Property                   The Retail Shopping Centre and Large Format Retail Centre as detailed in                 5
                           Section 5 and to be known as the ‘Caboolture Shopping Village’, located
                           at the intersection of Pumicestone Road and the M1 Motorway at Exit 157,
                           Caboolture, Queensland.

Initial Investment Term    Investors' initial investment term in the Trust is seven years from the                 3.4
                           allotment of Units date (Initial Investment Term). Units in the Trust are
                           illiquid as there is no market for sale of issued Units.
                           At the end of the Initial Investment Term, the Trustee intends to hold a
                           meeting of Investors to vote on the future of the Trust and determine if the
                           Property should be sold or if the Trust should continue.
                           The Trustee may also recommend selling the Property prior to the end
                           of the Initial Investment Term and return the net proceeds of the sale to
                           Investors early if doing so would be in the best interests of Investors (for
                           example, to take advantage of favourable market conditions).

Redemptions and            The Trust is an illiquid scheme. Investors will not be able to redeem their             3.15
Withdrawals                Units during the Initial Investment Term.
                           Where the Initial Investment Term is extended, the Trustee intends to
                           implement a liquidity strategy to assist the Investors wishing to realise their
                           investment in the Trust. However, the Trustee and Investment Manager
                           do not guarantee that a liquidity strategy would be available for Investors
                           wishing to exit the Trust at the end of the Initial Investment Term or that such
                           a strategy would be capable of fully redeeming or realising the investment
                           of all Investors who wish to exit the Trust at that time.
                           It is not expected that there will be a secondary market for the Units.
                           However, with the consent of the Trustee, Investors may be able to transfer
                           their Units to third parties.

Key Benefits               Benefits of investing in the Trust include:                                              4
                           – forecast attractive distribution yield paid quarterly (7.0% p.a.) from Practical
                             Completion;
                           – newly constructed convenience based retail precinct;
                           – national daily needs retail tenants;
                           – initial WALE of approximately 10 years;
                           – comparatively low transaction costs;
                           – experienced management team with a proven track record; and
                           – low exposure to income volatility.

                                                                    EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM   |   7
EAM Caboolture Property Fund - INFORMATION MEMORANDUM - Olivia123
1             INVESTMENT SUMMARY

    1.1 TRUST OVERVIEW (CONT.)

        TOPIC                        SUMMARY                                                                           SECTION
        Key features of the Trust (Cont.)

        Investor Reporting           The Investment Manager will provide half yearly Investor updates in                 3.17
                                     relation to ongoing key activities and performance of the Trust.

        Fees and Other Costs         The Investment Manager and the Trustee will be remunerated as outlined               9
                                     in Section 9.

        Risks                        As with all investments, an investment in the Trust is subject to risks. In all      7
                                     cases possible, the Trustee and the Investment Manager aim to actively
                                     manage risks however some risks are out of their control. If these risks
                                     eventuate, they may result in reduced distributions and/or reduced capital
                                     value of an investment in the Trust. Risks are discussed in Section 7.

        Key financial information

        Target Internal Rate of      The Trustee aims to deliver to Investors an internal rate of return                 3.1
        Return (IRR)                 (IRR) of over 9.00% per annum over the Initial Investment Term post
                                     Practical Completion (pre tax and net of fees).

        Distributions                The forecast distribution to be paid to Investors for the first full year           6.3
                                     post Practical Completion is 7.0 cents per Unit (7.0%).
                                     The forecast distribution to be paid to Investors from allotment of Units
                                     until Practical Completion is 5.0% annualised.
                                     Forecasts are to be read subject to the assumptions in Section 6.3.

        Distribution Payments        The Trustee intends to pay any distributions quarterly in arrears,                  6.14
                                     commencing following the quarter ending 31 March 2022.

        Property Acquisition Price   Retail Shopping Centre: $7,000,000 (Land)                                           6.1
                                     Large Format Retail Centre: $4,000,000 (Land)

        Debt Facility                The Investment Manager has agreed indicative terms for two debt facilities          3.1 1
                                     of up to $30.52 million (at completion) with a major Australian bank for
                                     an 18 month construction facility which will roll into a 3 year term loan on
                                     completion of construction. Along with the equity contributions made by
                                     Investors pursuant to this IM, the debt facility will be used to acquire and
                                     develop the Property.

        Capital Expenditure          The Investment Manager has forecast to spend approximately $44,800,000               6
                                     in capital expenditure in the first year of the Trust to construct the Retail
                                     Shopping Centre and the Large Format Retail Centre. Details of the
                                     application of funds can be found in Section 6.

8   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT     |   CABOOLTURE PROPERTY FUND

EILDON CAPITAL GROUP IS EXCITED TO DELIVER
    AND MANAGE THE CABOOLTURE SHOPPING
    VILLAGE, PART OF THE SUNGATE PRECINCT

                                       EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM   |   9
2             MANAGEMENT OF THE TRUST

     2.1      ABOUT THE TRUSTEE
     EFM Nominee Services Pty Ltd ACN 638 082 130 corporate authorised representative number 001282215, is a wholly owned
     subsidiary of Eildon Funds Management Limited ACN 066 092 028 (Eildon Funds Management or EFM).

     2.2 ABOUT THE INVESTMENT MANAGER
     (a) Overview
     Eildon Asset Management Pty Ltd as trustee for the Eildon Asset Management Trust corporate authorised representative
     number 001282462 (Eildon Asset Management or Investment Manager) is a specialist real estate investment manager that
     actively manages real estate funds on behalf of institutional and retail investors.

     Established in 2020, Eildon Asset Management is a joint venture between EFM and Strategic Property Partners Investments
     Pty Ltd ACN 642 062 548 as trustee for the Strategic Property Partners Investments Unit Trust (SPP). EFM is a wholly owned
     subsidiary of Eildon Capital Group, an ASX-listed Real Estate investment and funds management group. As at the date of
     the Information Memorandum, Eildon Capital Group has a market capitalisation of approximately $50 million and manages
     over $270 million on behalf of investors. SPP is an independent property investment group focused on building investor
     wealth through the acquisition and ownership of high quality income producing commercial properties for Wholesale and
     Sophisticated investors. EFM and SPP combined manage over $700 million of real estate assets on behalf of wholesale
     investors.

     Eildon Asset Management’s strategy is driven by a commitment to investment performance and outstanding service. Eildon
     Asset Management’s competitive advantage is based on:

            EXPERTISE                    TRACK RECORD                                                     CO-INVESTMENT
             OF THE                         OF THE                           STRONG                       AND ALIGNMENT
           MANAGEMENT                     MANAGEMENT                       GOVERNANCE                     WITH INVESTORS
              TEAM                           TEAM

     The Eildon Asset Management Directors have significant experience in managing real estate investments. Focusing exclusively
     on real estate over many years provides a depth of understanding which enables the management team to deliver value to
     investors.

     Eildon Asset Management’s team possess real estate experience spanning several property cycles. Investment decisions
     are supported by extensive research and valuation processes that have been developed over many decades of collective
     experience.

     Eildon Asset Management’s team has also been involved in a wide range of construction and development projects across
     different property sectors. Its directors have a strong track record in managing complex, large scale development and
     construction projects from initial concept to final delivery. Eildon Asset Management has the ability to step in part-way through a
     development project and manage it through to completion if the need exists.

10   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT          |   CABOOLTURE PROPERTY FUND

(b) Key investment personnel

                 TIM BOYCE                /   EAM – DIRECTOR
                 Tim has over 30 years’ experience in accounting, finance, property acquisition, divestment,
                 development and management, mergers and acquisitions and consulting. Tim’s previous roles were
                 at PwC, and at Coles Group from 1994 until 2010 culminating as Director of Property. Tim has been
                 a director of SPP since 2013 and MPG Asset Management (Joint Venture between SPP and MPG
                 Funds Management) since 2014.

                 SIMON WILLIAMS                        /   EAM – DIRECTOR
                 Simon has over 30 years of experience in the property and financial services industries with direct
                 experience in capital raising, development, sourcing and structuring property investments for
                 wholesale and sophisticated investors. In addition to this role at SPP, he has been a Director of
                 MPG Asset Management since 2014 and has had an ongoing role to source and acquire service
                 station assets for the APN Convenience Retail REIT.

                 MARK AVERY                   /   EAM – DIRECTOR
                 Mark is an experienced property executive with nearly 20 years of experience gained across
                 private and listed property development and investment groups. Since 2010, Mark has been the
                 Managing Director of EFM and is responsible for all of the group’s real estate investment activities.
                 He was appointed as Managing Director of ASX listed Eildon Capital Group (ASX:EDC) in 2015 and
                 is also the Managing Director (MD) of ASX listed company, CVC Limited (ASX:CVC).

                 JUFRI ABIDIN                 /   EAM – DIRECTOR
                 Jufri works on deal structuring, transaction modelling, due diligence and documentation
                 management that covers a diverse portfolio of real estate assets including residential development,
                 commercial office buildings, sub-regional shopping centres and service stations. Jufri joined Eildon
                 Funds Management in 2016, he previously worked at an ASX listed real estate fund manager where
                 he managed the property portfolios of multiple unlisted real estate investment trusts, consisting up
                 to 60 assets under management, with a combined value of $500 million.

                                                               EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM     |   11
2             MANAGEMENT OF THE TRUST

     2.2 ABOUT THE INVESTMENT MANAGER (CONT.)
     (b) Key investment personnel (cont.)

                               LAURENCE PARISI                        /   EFM – CHIEF OPERATING OFFICER
                               Laurence has over 19 years’ experience in various senior roles within the property investment
                               industry, covering both direct and listed real estate.
                               Laurence was previously an Executive Director at Goldman Sachs and Fund Manager of Industrial
                               REIT (ADI.AX), an ASX listed commercial and industrial focused AREIT. Laurence has also worked
                               at APN as the Head of Private Funds responsible for managing four direct retail property funds and
                               two wholesale direct property funds with a combined value of more than $400 million.
                               Laurence holds a Diploma of Business Accounting, a Diploma of Financial Markets and a Graduate
                               Diploma of Applied Finance and Investment.

                               TIFFANY McLEAN /                      EFM – COMPANY SECRETARY & GENERAL COUNSEL
                               Tiffany is a corporate lawyer with 15 years’ experience in corporate governance, compliance and
                               capital raising and has held roles in private practice in Australia and in-house legal in the UK.
                               She was recently appointed as General Counsel of the Group and has also acted as Company
                               Secretary since January 2021.
                               Tiffany is a member of the Law Society of New South Wales and holds a Bachelor of Laws from
                               Bond University and a Graduate Diploma in Legal Practice from Griffith University.

                               WILLIAM CHEN                      /   EFM – INVESTMENT MANAGER
                               William plays a key role in transaction modelling, structuring, reporting and risk assessment.
                               Prior to joining EDC, William held roles at various banking and investment companies including
                               CBRE, KMPG and CITIC.
                               William graduated from The University of Melbourne with a Bachelor of Commerce (Honours in
                               Finance) and holds a Chartered Financial Analyst (Level III) certification.

                               LULU YANG /                EFM – HEAD OF INVESTOR RELATIONS & DISTRIBUTION
                               Lulu has 15 years of experience in property finance and investment advisory. She was previously
                               an Investment Director at Dacland, a Melbourne-based residential land developer, responsible for
                               capital raising, transaction negotiations and investor communications.
                               Lulu began her career in commercial banking with US Bancorp and worked several years as a senior
                               analyst focused on cross-border M&A with Vermilion Partners.
                               Lulu holds a Bachelor of Science degree from the University of South Carolina (Columbia) and
                               graduated Cum Laude with double majors in International Business and Finance.

12   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT     |   CABOOLTURE PROPERTY FUND

                                 THE SUNGATE PRECINCT WILL CONSIST OF A
                                 CONVENIENCE BASED SHOPPING VILLAGE ...

                                 COLES SUPERMARKET
                                 LIQUORLAND
                                 CHEMIST WAREHOUSE
                                 PETSTOCK
                                 BUNNINGS WAREHOUSE
                                 KFC
                                 SERVICE STATION
                                 TAVERN
                                 + MORE

Note: Some of the above are still subject to a DA.

                                                            EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM   |   13
3             DETAILS OF THE OFFER

                                                                       Non-binding terms sheets for debt facilities of up to
     3.1      INVESTMENT OPPORTUNITY                                   $30,525,000 have been issued by a major Australian bank.
     Eildon Asset Management have secured an opportunity               This reflects a loan to value ratio (LVR) of approximately 55.0%
     for the Trust (via its wholly-owned Sub-Trusts) to purchase       (on an $55,800,000 ‘as if complete’’ valuation provided by
     the land and fund the development at the intersection             Lawrence Devine of Savills Australia). The financing package
     of Pumicestone Road and the M1 Motorway at Exit 157               has two phases, the initial ‘development’ phase of up to 18
     (Property) to be known as the ‘Caboolture Shopping Village’.      months and then a further three years 'investment phase' from
     The Property is part of a larger precinct known at 'Sungate'      Practical Completion. The upfront establishment fee is 0.50%
     that includes a new Bunnings Warehouse store which is             or $152,625. The debt facilities described above are in the
     currently under construction, the existing Big Fish Tavern and    process of being formally documented.
     an Ampol service station amongst other uses.                      The Trust is forecast to deliver a cash distribution to Investors
     Eildon Asset Management intends to raise $31,400,000 for          of 7.0 cents per Unit on the first full twelve months post
     the Trust by issuing 31,400,000 Units at $1.00 per Unit.          Practical Completion. The forecast equity IRR (before tax)
                                                                       is approximately 9.0% for the 7 year Initial Investment Term
     Upon Practical Completion, the Property will consist of a         of the Trust. See Section 7 (Financial Information) for the
     convenience based shopping centre anchored by Coles,              assumptions and qualifications that apply to this forecast.
     Liquorland and Chemist Warehouse (the Retail Shopping
     Centre), and the possibility of a convenience food restaurant     The proposed Initial Investment Term for Investors under
     intended to be occupied by KFC as well as a large format          this IM is 7 years. This time will facilitate the acquisition and
     retail precinct anchored by PETstock (Large Format Retail         construction, together with a trading period upon Practical
     Centre). The appropriate planning permits and development         Completion to allow for income growth. Construction for
     approvals are at various stages of approval for construction      the Caboolture Shopping Village has been contracted at 15
     of the Property. In particular, Proposed Lot 44 (which is the     months with a fixed time and fixed price construction contract.
     site for the Large Format Retail Centre) and KFC are each still
                                                                       Upon Practical Completion the Property will feature
     subject to a Development Approval.
                                                                       approximately 10,000m2 of net lettable area and 475 car
     Each Sub-Trust will enter into a Development Management           spaces. An ‘as if complete’ valuation obtained from Savills
     Agreement with Eildon Funds Management Limited as                 reports a completed value of $55,800,000, based upon
     trustee for the CVC Caboolture Unit Trust ABN 44 857 121          a forecast fully let annual net income of $3.1 million and a
     249 (CVC). The Developer is owned 60% by CVC Limited              weighted average market yield of 5.6%. The completed WALE
     and 40% by Vauxhall Pty Ltd and will be appointed under the       for the Property is forecast to be 10 years by income. These
     Development Management Agreement.                                 forecasts assume the Development Approvals for both the
                                                                       Proposed Lot 44 (which is the site for the Large Format Retail
     Eildon Funds Management will project manage the
                                                                       Centre) and the convenience food restaurant (KFC) forming
     development and construction according to the planning
     approvals received from the Moreton Bay Regional                  part of the Retail Shopping Centre are received satisfactorily.
     Council, and in accordance with the construction plans and
     specifications for each of the tenancy areas.                     3.2	TRUST OBJECTIVE AND
     The Developer will pay a coupon fee of 6.50% on all                    INVESTMENT STRATEGY
     costs associated with the acquisition and development
                                                                       The Trust intends to acquire the Property to develop and
     of the Property (Coupon). The Coupon is an amount
                                                                       then for the purpose of generating regular rental income as
     payable monthly in arrears by the Developer by way of
                                                                       well as the potential for capital growth over the term of the
     deduction from the Developer’s progress payments in
                                                                       investment.
     each Development Management Agreement as the Project
     Manager of the land for the right to access the land to           The Trustee intends to acquire the Property through an
     develop the Property in accordance with the Development           arrangement to deliver a completed shopping village.
     Management Agreement. Each Development Management
                                                                       The Trustee has established two Sub-Trusts wholly owned by
     Agreement will be formally executed with the Developer
                                                                       the Trust to acquire and hold the Property (see Sections 3.3
     following the Closing Date of the Offer.
                                                                       and 10.4 for details).
     Engineering, technical design, and other physical due
                                                                       The Property will be acquired through equity contributions
     diligence is being undertaken by independent third party
                                                                       made by Investors and debt financing provided by an
     consultants. Construction costs have been established
                                                                       Australian based financial institution.
     via a fixed time and fixed price construction contract with
     Mainbrace Constructions (Qld) Pty Ltd. These costs have           To achieve the Trust’s investment objective, the Investment
     been substantiated by an independent Quantity Surveyor            Manager proposes to, where possible:
     (QS) (Mitchell Brandtman).

14   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT           |   CABOOLTURE PROPERTY FUND

(a) a
     ctively manage and promote the Property and its                  One Sub-Trust will hold the option to acquire the Retail
    relationships with the tenants and stakeholders, to maximise       Shopping Centre land, being Lot 3 and the other Sub-Trust
    the Property’s income and capital growth potential;                will hold the option to acquire the Large Format Retail Centre
                                                                       land, being Proposed Lot 44.
(b) ensure the Property is well-presented and maintained;
                                                                       Investors’ money is pooled and used by the Trustee to
(c) m
     inimise the operating costs of the Property to improve
                                                                       purchase and ultimately own the Property and other assets.
    net property income and ensure rental sustainability for
                                                                       Under the Trust Deed, each Unit will provide the Unit holder
    tenants;
                                                                       with an equal undivided beneficial interest in the Trust’s net
(d) w
     here appropriate, actively pursue lease extensions with          assets as a whole, including the units held by the Trust in the
    the tenants;                                                       Sub-Trusts who will hold the Property, but a Unit holder does
                                                                       not have any interest in a particular asset of the Trust.
(e) a
     ctively seek value adding opportunities for the Property
    including building extension or rezoning; and                      The Trust Deed (in addition to the Corporations Act and
                                                                       general law) sets out the Trustee’s powers, duties and
(f) r egularly review the Property’s performance to determine
                                                                       obligations, as well as the rights of Investors. Together with
    if it is appropriate to market the Property for sale in order
                                                                       this IM, the Trust Deed also sets out the framework under
    to maximise returns to Investors.
                                                                       which the Trust operates.
                                                                       As stated in Section 2 (Management of the Trust), EFM
3.3 TRUST STRUCTURE                                                    Nominee Services Pty Ltd is the trustee of the Trust and
The Trust is a unit trust established under the Trust Deed. The        Eildon Asset Management is the investment manager of the
Trust is a wholesale managed investment scheme that is not,            Trust. As investment manager, Eildon Asset Management has
and is not required to be, registered with ASIC. The Trust has         the responsibility of managing the operations of the Trust
been established for the purpose of acquiring, developing              and its assets, under the fiduciary oversight of the Trustee.
and holding the Property via its wholly owned Sub-Trusts.              A diagrammatic representation of the Trust is set out below:

                               EAM Caboolture                                                             Eildon Asset
                                Property Fund                                                           Management Trust

                                EFM Nominee                                                               Eildon Asset
                               Services Pty Ltd                     Management Agreement               Management Pty Ltd

                                                                             Development
                                                                                Agreement
                                                                                                         CVC Caboolture
           EAM Caboolture                        EAM Caboolture                                            Unit Trust
         Shopping Village Trust                    LFR Trust
                                                                                                          Eildon Funds
        EFM Caboolture Shopping               EFM Caboolture LFR                                         Management Ltd
             Village Pty Ltd                       Pty Ltd

              Option to acquire                   Option to acquire
             real property (Qld)                 real property (Qld)
                    Lot 3                           future Lot 44

                                                                          EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM          |   15
3             DETAILS OF THE OFFER

     3.4	TERM OF THE INVESTMENT AND                                      3.8 KEY DATES
          EXIT STRATEGY                                                   The following are key dates in respect of the Offer:
     The Trustee intends to hold a meeting of Investors within the
                                                                           Event                           Date*
     year prior to the expiry of the Initial Investment Term (being
     7 years from the allotment of Units to Investors date) to             Offer opens                                 7 October, 2021
     vote on the future of the Trust. At that meeting Investors will
     resolve to either sell the Property or for the Trust to continue.     Offer closes                            26 November, 2021

     A resolution to either sell the Property or to continue the           Allotment of Units**                    26 November, 2021
     investment must be passed by Investors holding more than              Lot 3 transfer date***                  26 November, 2021
     50% of the Units on issue whether in person or by proxy.
     If a resolution is passed to continue the Trust, the Trustee          Proposed Lot 44 transfer date***         28 February, 2022
     intends to offer a one-off redemption facility to allow those
                                                                           Practical Completion                       November 2022
     Investors who vote, as applicable, against continuing the
     Trust or in favour of selling the Property a mechanism to exit.
     Such a redemption facility will be funded through a pro rata         * These are indicative dates only. The Trustee may change
     offer to existing Investors, raising additional equity from new      these dates at its absolute discretion.
     Investors or increasing the existing debt facility of the Trust      ** The Allotment Date of Units may be extended for up to
     (provided such debt does not result in the LVR exceeding             1 month where additional time is required to secure finance
     a level acceptable to the Trustee or requirements of any             for the purposes of settling the acquisition of the Property.
     financier of the Trust). If Investors vote to sell the Property,
                                                                          *** The Property transfer date is estimated as at the date of
     then the Property will be sold as part of a strategic and
                                                                          this IM, based on the agreed conditions in the PCOAs (see
     considered marketing campaign and the Trust subsequently
                                                                          Section 10.4 for more details on the terms of the PCOAs).
     wound up.

     The Trustee also has a right to call a meeting of Investors at
                                                                          3.9 CO-INVESTMENT
     anytime to recommend the sale of the Property if it believes
     that market conditions are appropriate. Further, the Trustee         In its absolute discretion, the Investment Manager and/or
     has the right to sell the Property (without Investor approval)       entities associated with it may subscribe for up to 5.0% or
     and, upon approval by Investors holding at least 75% of the          $1,570,000 of equity in the Trust.
     Units on issue, wind up the Trust. However, the Trustee would
     only exercise this right if it considered that to do so was in the
     best interests of Investors.
                                                                          3.10 ALLOTMENT OF UNITS
                                                                          Units will generally be issued (in respect of applications
                                                                          which have not been rejected by the Trustee acting in its
     3.5 SIZE OF OFFER                                                    absolute discretion) within five Business Days after the date
     The Offer comprises a total of 31,400,000 Units at the Offer         the Offer closes, provided the total $31,400,000 amount has
     Price of $1.00 per Unit to raise $31,400,000. All Units will be      been reached.
     ordinary units of the same class and will be issued on a fully-
                                                                          If the Offer is over-subscribed, the Trustee, on the
     paid basis.
                                                                          recommendation of the Investment Manager, may issue
                                                                          less than the number of Units applied for, or to reject any
     3.6 MINIMUM INVESTMENT AMOUNT                                        application in its absolute discretion. In either case, the
                                                                          Trustee will refund any surplus Application Money to the
     The minimum investment amount under the Offer is
                                                                          applicant (without interest) as soon as practicable after the
     $250,000.
                                                                          relevant Offer close date.
     The Trustee on the recommendation of the Investment
                                                                          The Trustee may issue Units prior to the date the Offer
     Manager may accept subscriptions below the minimum
                                                                          closes. Where it does so, all Units will rank equally in all
     investment at its discretion provided the Investor is an
                                                                          respects. Pending the issue of Units, Application Money will
     Eligible Investor.
                                                                          not accrue interest for applicants.

                                                                          If the Offer is under-subscribed, the acquisition will not
     3.7 TOTAL EQUITY TO BE RAISED                                        proceed and all monies will be refunded to those who have
     The Trust aims to raise $31,400,000 from subscriptions from          applied for Units.
     Investors under the Offer.

16   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT            |   CABOOLTURE PROPERTY FUND

3.11 DEBT FACILITY
An indicative facility offer has been received from a major Australian bank to provide funding for the development of the Retail
Shopping Centre and Large Format Retail Centre on the Property. The funding will be provided in separate tranches, initially for
construction funding and then refinanced into an investment loan.
The prospective lender’s offer is subject to conditions precedent, including due diligence on the Property and the proposed
development, and satisfactory documentation. The intention is for the debt facility to be established prior to the Units under this
Offer being allotted.
The key terms of the indicative facility offer are set out below. The financing offer has not yet been credit approved and
finalised and the terms may be subject to change.

 FEATURE                          DESCRIPTION

 Facility Limit                   Retail Shopping Centre – Facility 1A: $16,600,000 (to be refinanced by Facility 1B)
                                  Retail Shopping Centre – Facility 1B: $22,825,000
                                  Large Format Retail Centre – Facility 2A: $5,600,000 (to be refinanced by Facility 2B)
                                  Large Format Retail Centre – Facility 2B: $7,700,000

 Term                             Construction Tranche (Facility 1A and 2A)
                                  Up to 18 months from first drawdown of the loan until Practical Completion of the
                                  development of the Property.
                                  Investment Tranche (Facility 1B and 2B)
                                  36 months from the conversion of the construction tranche.

 Drawdown Date                    Construction Tranche
                                  On a progress claim basis from first drawdown of the loan until the date of Practical
                                  Completion (with first drawdown estimated April 2022).
                                  Investment Tranche
                                  Single drawdown to commence on Practical Completion (estimated around November 2022).

 Interest Payment                 Facility 1A and 2A: Interest only, with interest capitalised on the last day of each month.
                                  A line fee is payable monthly on the peak facility limit in that month.
                                  Facility 1B and 2B: Interest only, payable monthly. A line fee is payable annually on the
                                  facility limit.

 Interest Hedge                   Construction Tranche
                                  At variable rates. The debt will not be hedged during the construction phase of the loan.
                                  Investment Tranche
                                  The Trustee may elect to hedge a portion of the debt facility if considered to be
                                  advantageous to investors.

 Interest Rate                    Base rate as quoted on the Reuters 'BBSY' plus the bank margin.

 Security                         The security for both facilities is cross-collateralised and includes:
                                  (a) First Registered mortgage from each Sub-Trust over the Property;
                                  (b) Interlocking Corporate Guarantee and Indemnity from the Trust and each Sub-Trust;
                                  (c) Registered General Security Agreement over all assets of the Trust and each Sub-Trust; and
                                  (d) C
                                       onstruction tripartite deed between the lender, Trustee and Developer applicable
                                      during the construction period until Practical Completion.

                                                                         EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM        |   17
3             DETAILS OF THE OFFER

     3.11 DEBT FACILITY (CONT.)

         FEATURE                         DESCRIPTION

         Financial Covenants             Interest Cover Ratio:
                                         Minimum 2.5 times at all times.
                                         Loan to Value Ratio:
                                         Maximum 40% during construction period and 55% during investment period.
                                         Loan to Cost Ratio:
                                         Maximum 55%, applicable during construction only.

         Conditions Precedent            Standard for a facility of this nature.

     3.12 UNIT PRICING                                                       All distributions must be paid directly into an Australian bank
                                                                             or an account with a financial institution (where there is a
     The initial allotment of Units will be at the Offer Price.              branch in Australia). Distributions will not be paid by cheque.
     The ongoing Unit price is calculated by dividing the NAV                The Trust will not have a distribution reinvestment plan.
     (determined by the net market valuation of assets owned,
     less all liabilities held, including fees, provisions and accrued       The Trustee will provide Investors with a distribution
     expenses in accordance with the Trust Deed) plus transaction            statement for each distribution payment made which will
     costs divided by the number of Units on issue.                          summarise the components of the distribution and may
                                                                             include a return of capital.
     Unit prices are generally finalised and published half yearly
     at 30 June and 31 December. Unit prices are typically
     calculated using the NAV of the Trust for the end of the last           3.15 ILLIQUID INVESTMENT
     Business Day of the corresponding month, unless otherwise               The Trust will be illiquid. Investors will not be able to redeem
     determined by the Trustee.                                              their Units during the term of the Trust. The Trustee does not
                                                                             intend to provide for any redemption or withdrawal facility
                                                                             to be available during the Initial Investment Term. Therefore,
     3.13 ASSET VALUATIONS                                                   once your application has been accepted, you should expect
     The valuation of all Trust assets is provided or procured by            that your investment will remain in the Trust until the Property
     the Investment Manager.                                                 is eventually sold and the Trust is wound up. If Investors
                                                                             elect to continue the term of the Trust beyond the Initial
     An initial independent valuation has been received as shown
                                                                             Investment Term, then the Trustee may, but is not obliged to,
     in Section 6 (Property information). The Property will be
                                                                             offer a one-off redemption facility for those Investors who
     independently valued at least once every 3 years or more
                                                                             vote against the continuation of the Trust.
     regularly if the Investment Manager considers it necessary, or
     it is required under the terms of the Trust’s finance. At every         There is also no established secondary market for Units in
     6-month period, the Property will be valued by Directors of             the Trust.
     the Investment Manager. The costs of such valuations will be
     paid by the Trustee out of the Trust’s assets.
                                                                             3.16 TRANSFERRING OR SELLING UNITS
     3.14 DISTRIBUTIONS                                                      Units in the Trust are illiquid. However, Investors in the Trust
                                                                             may, with the Trustee’s consent, transfer or sell their Unit to a
     All income of the Trust will be distributed each financial year.        willing purchaser.
     It is the intention of the Investment Manager that the Trust            The Trustee will provide Investors with the administrative
     will calculate distributions quarterly in arrears with the record       assistance needed to process a sale of Units, including
     dates for those distributions being 31 March, 30 June, 30               providing the form to document the transfer. However, the
     September and 31 December each year. We may vary the                    Trustee is under no obligation to identify a buyer for an
     distribution frequency without providing you with notice.               Investor’s Units. It should be noted that stamp duty may be
     The first distribution is expected to be made in respect of the         payable on te transfer of Units. Investors should seek their
     quarter ending 31 March 2022.                                           own professional advice in this regard.

18   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT        |   CABOOLTURE PROPERTY FUND

3.17 REPORTING                                                        To participate in the Offer, your completed Application Form
                                                                      and subscription monies must be received by Offer close
Investors will receive the following regular reports about the        date of 26 November 2022 (unless extended by the Trustee).
Trust and their investments in the Trust:
                                                                      A completed and lodged Application Form, together with
(a) a
     confirmation statement following the allotment of initial
                                                                      the payment for the number of Units applied for, cannot be
    Units under the Offer;
                                                                      withdrawn (unless the Trustee agrees) and constitutes a
(b) distribution statements for each distribution payment;           binding application for the number of Units specified in the
(c) a
     report setting out the performance and operation of             Application Form, or a lesser number as determined by the
    the Trust on a half yearly basis;                                 Trustee, on the terms set out in this IM. The Application Form
                                                                      does not need to be signed by an Investor to be binding
(d) a
     d hoc reports on the Property and relevant market
                                                                      on an Investor. Application Forms must be received by the
    conditions; and
                                                                      relevant Offer close date. If the Application Form is not
(e) a
     n annual tax statement, which will summarise the                completed correctly or is received by the Trustee after the
    distributions paid/payable in respect of that income year         relevant Offer close date, the Trustee may in its discretion
    and the tax components (including any tax deferred                either reject it or treat it as valid.
    component of that distribution).
                                                                      It is important that you read this entire IM and consider
The above reports may, with the agreement of the Investor,            consulting with your financial or other professional adviser,
be delivered electronically.                                          before deciding to apply for Units.

3.18 FUTURE ISSUES OF UNITS
The Trustee may issue further Units (this does not include
any Units issued under this IM) if it considers to do so would
be in the best interest of Investors. The approval of existing
Investors will not be required for such issues.

The Trustee may raise further equity by a number of
methods, including:
– the issue of fully or partly paid Units;
– d
   iscounted or non-discounted pro-rata rights offer to all
  Investors; or
– the issue of separate classes of Units.

The Trustee may enter into arrangements with underwriters
or other entities to support a further issue of Units. Any fees
payable to underwriters or other entities to acquire the Units
will be paid out of the Trust’s assets.

3.19 HOW TO INVEST
The Offer is only open to Wholesale Clients.

Subscription for Units can only be made by completing the
Application Form attached to or accompanying this IM and
submitting by return mail to:

Eildon Funds Management
Suite 4, Level 6, 330 Collins Street
Melbourne VIC 3000
Attn: Lulu Yang

                                                                         EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM         |   19
4              BENEFITS OF INVESTING IN THE TRUST

     THE KEY FEATURES AND BENEFITS OF THE TRUST AND ITS UNDERLYING
     INVESTMENT IN THE PROPERTY INCLUDE:
                  A new Coles anchored shopping centre, being constructed in Caboolture, Queensland to be known as
                  ‘Caboolture Shopping Village’. Detailed in Section 6.

                  Major Tenants on long term leases – Agreements for Lease have been entered into with the following tenants*.
                  Detailed in Section 6.

         Tenant                                                              Sqm                Initial Lease Term        Commencing Rent

         Coles Supermarkets Australia Pty Ltd                                3,550                     12 Years                      $1,333,055
         (including Liquorland)*

         Chemist Warehouse                                                   1,000                     10 Years                       $400,000

         PETstock – note this potential tenant is still                      1,500                     10 Years                       $330,000
         subject to a pending Development Approval
         for subdividing Proposed Lot 44

         Collins Foods Limited – note this potential tenant                   260                      10 Years                       $210,000
         is still subject to a pending Development Approval
         for a KFC (see further explanation in Section 5.3)

     *A binding Heads of Agreement has been executed, however the final Agreement for Lease is still to be executed.

                                                                         Forecast initial cash yield of 5.0% p.a. throughout the
     ATTRACTIVE REGULAR                                                  construction period and 7.0% p.a. thereafter to be paid quarterly,
     TAX-DEFERRED RETURNS                                                post Practical Completion. Depreciation and building allowances
                                                                         mean a proportion of this income will be tax-deferred.

     POTENTIAL FOR                                                       Proposed leases with fixed weighted average 1.8% annual rent
     CAPITAL GROWTH                                                      reviews across the asset. Detailed in Section 6.3.

     EXPERIENCED MANAGE-                                                 The Trustee and Eildon Asset Management have significant
     MENT TEAM WITH A                                                    property investment, management and development experience.
     PROVEN TRACK RECORD                                                 Detailed in Section 2.

                                                                         The Trust has an exit strategy at the end of the Initial Investment
     EXIT STRATEGY                                                       Term (being seven years and subject to any extensions). Detailed
                                                                         in Section 3.4.

     LOW EXPOSURE TO                                                     The Tenants pay for the majority of usual property outgoings.
     INCOME VOLATILITY                                                   Detailed in Section 5.

20   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
EILDON ASSET MANAGEMENT       |   CABOOLTURE PROPERTY FUND

A NEW COLES ANCHORED SHOPPING CENTRE

                                       EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM   |   21
5               PROPERTY INFORMATION

     5.1      PROPERTY DETAILS: RETAIL SHOPPING CENTRE

         FEATURE                              DESCRIPTION

         Classification                       Retail (primarily non-discretionary) and ancillary uses

         Land Tenure and                      Freehold, Lot 3 on Survey Plan 255893
         Title Particulars

         Site Area                            30,540m2

         Net Lettable Area                    6,035m2

         Car Parking                          355 customer spaces

         Major Tenants                         Tenant                                                   Sqm     Initial Lease Term   Commencing Rent

                                               Coles Supermarkets Australia Pty Ltd*                    3,550       12 Years               $1,333,055

                                               Chemist Warehouse                                        1,000       10 Years                $400,000

                                               Collins Foods Limited – note this                        260         10 Years                $210,000
                                               potential tenant is still subject to a
                                               pending Development Approval
                                               for a KFC (see further explanation in
                                               Section 5.3)

         Occupancy and WALE                   – F
                                                 orecast Weighted Average Lease Expiry is forecast to be approximately 10 years at
                                                opening based on current Agreements for Lease (AFL) and interest levels in the available
                                                tenancies.
                                              – 8
                                                 5% of forecast Net Operating Income (NOI) has either been agreed or is in active
                                                negotiation.

         Rental Guarantee                     – T
                                                 he Developer is to provide a 36 month rent and outgoings guarantee for any tenancy
                                                that remains vacant at the date of Practical Completion.

     *This Agreement for Lease is still to be executed, but a binding Heads of Agreement is in place.

     5.2 PROPERTY DETAILS: LARGE FORMAT RETAIL CENTRE

         FEATURE                              DESCRIPTION

         Classification                       Large Format Retail

         Land tenure and                      Freehold, Proposed Lot 44, to be subdivided from Lot 4 on Survey Plan 309380
         Title Particulars

         Site Area                            13,680m2

22   |   EAM CABOOLTURE PROPERTY FUND – INFORMATION MEMORANDUM
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