MPG Everyday Essentials Trust

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MPG Everyday Essentials Trust
MPG Everyday
Essentials Trust
An opportunity to invest in quality properties
tenanted by some of Australia’s best known
retail brands catering for Everyday Essentials.

Issuer: MPG Funds Management Ltd                  INFORMATION MEMORANDUM
ABN 81 102 843 809 AFSL 227114                            WHOLESALE OFFER
MPG Everyday Essentials Trust
WHAT YOU NEED TO DO
1. Read
Please read this Information Memorandum carefully
and in its entirety.
2. Consider
Consider all of the risk factors and other information
concerning the Trust in light of your investment
objectives and needs. You may also wish to consult
with your financial adviser at this point.
3. Complete
Complete the Application Form attached to this
Information Memorandum following the instructions
set out on page 48.
4. Mail
The completed Application Form, AML checklist and
Accountant’s Certificate (where applicable) should be
mailed to:
MPG Funds Management Ltd
PO Box 1307, Camberwell VIC 3124

                                                                  CONTACTING US
                                                                  Client enquiries: 1300 668 247
                                                                  Email: invest@mpgfm.com.au
                                                                  Website: www.mpgfm.com.au
CONTENTS

KEY FEATURES AND BENEFITS OF THE OFFER                   1   This Information Memorandum (IM) relates to the MPG Everyday
                                                              Essentials Trust (Trust) and is dated 1 March 2021. The Offer of Units
CHAIRMAN’S LETTER                                       2    pursuant to this IM is made by MPG Funds Management Ltd (MPG) (ACN
                                                              102 843 809) as Trustee of the Trust. Please read the whole of this IM in
INVESTMENT OVERVIEW                                     3    its entirety and note the investment considerations and risks as set out on
                                                              page 28.
THE PROPERTY                                            4
                                                              This Offer closes at 5.00 pm (Melbourne Time) on 31 July 2021, unless the
WOOLWORTHS AND SITE SELECTION                           6    Trustee decides to close the Offer earlier or extend it, which it may do so
                                                              without notice.
STRUCTURE AND OPERATION OF THE INVESTMENT               8
                                                              The IM has been prepared by MPG Funds Management Ltd. It sets out
ABOUT MPG                                           14       information about the MPG Everyday Essentials Trust, upon which the
                                                              recipient can base a decision as to whether to invest in the Trust. For the
FINANCIAL INFORMATION                                   18   conditions of issue of the IM please refer to page 45 of this document.
TAXATION CONSIDERATIONS                             24       The information given in this document is of a general nature and has
                                                              been prepared without taking account of your individual investment
FEES AND OTHER COSTS                                26       objectives, financial situation or particular investment needs. Before
INVESTMENT CONSIDERATIONS AND RISKS                 28       making an investment decision on the basis of this IM, you should
                                                              consider the appropriateness of the information, having regard to your
VALUATION REPORT                                        31   objectives, financial situation and needs. We recommend you consult with
                                                              a financial advisor, who can help you determine how best to achieve your
DEPRECIATION REPORT         			                      36       financial goals and whether investing in the Trust is appropriate for you.

CONTRACT SUMMARIES AND OTHER INFORMATION            37       This IM can only be used by investors receiving it electronically or
                                                              otherwise in Australia and New Zealand and does not constitute an offer
CONDITIONS OF ISSUE                                 45       in any other jurisdiction or to anyone whom it would not be lawful to
                                                              make such an offer.
GLOSSARY46
                                                              The Offer contained in this document is not made pursuant to a
GUIDE TO COMPLETING THE APPLICATION FORM            48       disclosure document that has been lodged with ASIC. ASIC takes no
                                                              responsibility for the content of this document. No Offer or invitation to
APPLICATION FORM                                    49       subscribe for interest in the Trust will be made pursuant to this IM if the
                                                              Offer must be accompanied by a Product Disclosure Statement under
ACCOUNTANT’S CERTIFICATE                            53       Chapter 7 of the Corporations Act. The Trust is a managed investment
                                                              scheme and is not required to be registered under Chapter 5C of the
                                                              Corporations Act. The images contained in this IM may not represent
                                                              assets contained in the Trust.
MPG Everyday Essentials Trust
Key Features and Benefits of the Offer

TRUST OBJECTIVE
The objective of the Trust is to provide Investors with regular tax-advantaged
income and the potential for capital growth through an investment in an established
Woolworths supermarket with eight specialty tenants.

Features                                         Initial property consists of a strongly trading Woolworths supermarket,
and Benefits                                     with eight specialty tenants located in the growing metropolitan area
                                                 of Sandgate in Brisbane, Queensland. The Trust has been set up to
                                                 allow for the addition of new properties over time if they meet the strict
                                                 investment criteria.

                                                 National tenant on long-term lease – The anchor tenant Woolworths
                                                 Group Limited has been secured until February 2029 (plus 2 additional
                                                 five-year options). Including the specialty tenants, the WALE for the
                                                 centre is approximately 6.5 years.

                                                 Attractive regular tax-advantaged returns – Forecast cash yield of 6.15%
                                                 pa1 to be paid quarterly. Depreciation and building allowances mean a
                                                 high proportion of this income will be tax-advantaged.

                                                 Potential for capital growth – Long term population growth forecast for
                                                 the region and fixed rental growth augurs well for future capital price
                                                 appreciation.

                                                 Experienced manager with a proven track record – The Trustee, MPG
                                                 Funds Management Ltd and its Directors have significant commercial
                                                 property investment, management and development experience with
                                                 similar retail based investment properties.

                                                 Defined Exit Strategy – The Trust has a defined exit strategy at the end
                                                 of seven years.

                                                 Reduced capital volatility – Australian direct property has historically
                                                 experienced lower volatility than listed Australian and international
                                                 shares and REIT’s.2

Risks                                            The risks are typical of those that would apply to investments in real property
                                                 and in units in property trusts. Key risks are outlined in the Information
                                                 Memorandum.

Target                                           Wholesale Investors seeking an investment opportunity in commercial
Investors                                        property, who typically are seeking regular tax-advantaged income and
                                                 who don’t have the expertise, opportunity or time to undertake the
                                                 projects themselves.

What else                                        Minimum Investment $500,000 for Wholesale Investors, or $250,000
should I know?                                   for Professional or Sophisticated Investors with an approved
                                                 Accountant’s Certificate.

                                                 The Offer will close on 31 July 2021 which can be changed without
                                                 notice.

1
    estimate only and not guaranteed to occur. Refer to page 18 for forecast assumptions.
2
    Atchison Consultants

                                                                                  MPG Everyday Essentials Trust Information Memorandum1
MPG Everyday Essentials Trust
Chairman’s Letter
                                              The Trust aims to provide Investors with
                                              sustainable and stable, tax-advantaged
                                              income with the potential for capital growth.

Dear Investor

It gives me great pleasure to present you with this exciting opportunity to invest in the MPG Everyday Essentials
Trust (Trust). MPG Funds Management Ltd (MPG) in its capacity as Trustee for the Trust has entered into a
Heads of Agreement to purchase a strongly trading Woolworths supermarket, with eight specialty tenants
located in the growing metropolitan area of Sandgate in Brisbane, Queensland.
Woolworths Sandgate is the dominant major supermarket in Sandgate, which is located in a metropolitan area
25 kilometres north of Brisbane. The Brisbane City Council has zoned this area “DC1 - District Central Zone” and
the site enjoys three sided access and ample carparking.
MPG intends to pay distributions quarterly in arrears from 31 September 2021 and distributions are estimated
to be 6.15% pa1 pro-rata for the forecast period ending 30 June 2022, which is higher than most cash rates
currently on offer. The Trust will have an initial seven year term ending on or around the seventh anniversary of
the Closing Date unless the Property is sold earlier. Where Investors decide the term of their investment in the
Trust is to be extended beyond its initial seven year term, the Trustee intends to implement a liquidity strategy to
assist Investors wishing to realise their investment in the Trust. This will include a first right of refusal for existing
investors to purchase the units of those wishing to exit at this point.

The Trust aims to provide Investors with sustainable and stable, tax-advantaged income with the potential for
capital growth. The Property enjoys high visibility from passing traffic with good accessibility from the major
arterial roads. The Trust will have a weighted average lease expiry of approximately 6.5 years from settlement of
the Property.

MPG is an experienced specialist property funds manager with a highly skilled and motivated team that extends
across asset management, property management, property development and property investment. MPG and
associates have over 40 years’ experience in property investments, development and management.
In this document we have provided information about the Trust structure, investment considerations and risks
and proposed gearing finance by the Trust. We encourage you to read the full Information Memorandum (IM)
to better acquaint yourself with the Trust and carefully weigh the opportunities and risks which affect this
investment. Potential investors with questions on how to complete the Application Form or the contents of the
IM should seek advice from their professional adviser.
On behalf of the Board of Directors, I look forward to welcoming you as a Unitholder in this exciting investment
opportunity.

Yours faithfully
MPG Funds Management Ltd

Trevor Gorman
Chairman

1
    Estimate only and not guaranteed to occur. For a full explanation of forecast returns refer to page 18 of this IM.

2         MPG Everyday Essentials Trust Information Memorandum
MPG Everyday Essentials Trust
Investment Overview

                                                      Offer opens                                            Offer closes
    KEY DATES                                        1 March 2021                                            31 July 20212

    ITEM                             SUMMARY
    The investment                   A standalone Woolworths supermarket and eight specialty tenants located in Sandgate, QLD.
                                     (GLA: 4,599 sqm, Site Area 6,432 sqm). Detailed on page 4.
    Type of investment               Units in an unlisted property trust. Detailed on page 9.
    Units on offer                   16,650,000 Ordinary Units of $1.00 per unit. Detailed on page 9.
    Minimum subscription             The Trust is raising $16,650,000 which is not underwritten. Detailed on page 9.
    Forecast returns  1
                                     Initial forecast return of 6.15% pa1 with a significant portion of this income being tax-
                                     advantaged. Detailed on page 18.
    The Tenants                      Woolworths Group Limited (ACN 000 014 675) and eight specialty tenants. Detailed on page
                                     4.
    The lease terms                  The Woolworths lease is for twenty years, with approximately 8 years remaining (from the
                                     date of this IM) plus five further five-year options. Detailed on page 40.
    Minimum                          Minimum Investment $500,000 for Wholesale Investors, or $250,000 for Professional or
    investment                       Sophisticated Investors with an approved Accountant’s Certificate, with upwards multiples of
                                     $50,000. Detailed on page 9.
    Issuer/Trustee                   MPG Funds Management Ltd (ACN 102 843 809) AFSL 227114 is the Trustee and Issuer of the
                                     Units. Detailed on page 14.
    Term of the Trust and            The investment term is expected to be approximately seven years from the settlement of
    Liquidity of the Units           the property. In approaching the end of the seven-year term, Unitholders will be given the
                                     opportunity to sell their Units or extend the term of their investment. This exit procedure will
                                     include a first right of refusal to existing investors wishing to continue their investment. The
                                     termination and windup process may take up to two years after the end date of the Initial
                                     Term. The Trustee does not expect the Trust will be liquid. Unitholders will only have the right
                                     to sell any Units they buy subject to approval by the Trustee. The Units will not be listed on
                                     any stock exchange and will be redeemed or repurchased by the Trustee, at the Trustee’s sole
                                     discretion. See page 9 for details on liquidity.
    Debt facility                    A subsidiary of a large international bank has provided the Trust with an expression of interest
                                     of finance to provide a debt facility for the purposes of partially funding the purchase of the
                                     property. The prospective lender’s term sheet is subject to satisfactory due diligence and
                                     documentation. The Trustee intends to document and establish the debt facility prior to the
                                     Closing Date with an initial term of five years and a lending to value ratio of approximately 55%
                                     of the independent property valuation. MPG has received initial approval to hedge 100% of the
                                     initial debt for the first five year loan term. At the end of the initial five year term MPG intends to
                                     enter into a further loan facility on similar terms. Detailed on page 11.
    Distributions                    The Trustee intends to pay distributions quarterly in arrears from 31 September 2021.
                                     Detailed on page 10.
    Entry and Exit Fees              There are no entry or exit fees. Detailed on page 26.
    Management costs                 Estimated Administration Expenses Ratio of no more than 0.82% plus GST per annum of
                                     Gross Asset Value (estimated to consist of 0.55% management fees plus 0.27% ongoing
                                     expenses administration expenses per annum). Detailed on page 26.
    Purchase price                   $30,700,000 as per the Independent Valuation summarised on page 31.

	Estimate only and not guaranteed to occur. For a full explanation of forecast returns refer to page 18 of this IM. All areas are
1

  approximates only.
2
     These dates are indicative only and the Trustee reserves the right to close the Offer early or extend the Offer.

                                                                                     MPG Everyday Essentials Trust Information Memorandum3
MPG Everyday Essentials Trust
The Initial Property

The Initial Property consists of a Woolworths supermarket and eight specialty tenants as outlined below:

                                                                 Sandgate Central
    Address                                                      1 Bowser Pde, Sandgate QLD 4017
    Independent Valuation                                        $30,700,000
    Occupancy                                                    97.61%
    Tenants
                                                                                                          Lease       Options       Rental
                                                                  Tenant                       sqm        Term        (years)       increases
                                                                                                                                Turnover
                                                                 Woolworths Group Limited     3,579   20 years    5x5 years
                                                                                                                                Rental

                                                                 Chemist                      220     5 years     5 years       3.5%

                                                                 The Coffee Club              159     6 years     5 years       2.0%

                                                                 Newsexpress                  143     5 years     5+5 years     3.0%

                                                                 Bottleshop                   141     10 years    -             3.0%

                                                                 Indian Restaurant            113     5 years     5 years       4.0%

                                                                 Vacant                       110     -           -             -

                                                                 Bakery                       60      5 years     5 years       4.0%

                                                                 Travel Agent                 44      5 years     5 years       3.0%

                                                                 Jeweller                     30      4 years     4 years       4.0%

                                                                 Total                        4,599

    WALE (years)                                                 6.5 years
    Site area                                                    6,432 sqm
    Zoning                                                       Brisbane City Council (DC1 - District Central Zone)
    Car spaces                                                   117

*    All areas in the table above are approximate areas only.

Future Property Acquisitions
MPG will seek additional properties that fit the investment
strategy, which targets properties in the range of $5 million
to $50 million in value with bluechip anchor retail tenants            •T
                                                                         he Trustee may fund additional properties wholly
such as: Woolworths, Coles, Aldi and Bunnings providing                 through debt facilities, with a requirement that such debt
Everyday Essential retail items with the following process to           is paid down so that the Trust’s overall gearing ratio does
be followed:                                                            not exceed 60% for more than a 12-month period. It is
                                                                        envisaged that the long-term average gearing for the
• Each additional property must be capable of achieving                Trust will be no more than 55%.
   comparable long-term returns to those received by
   Unitholders immediately prior to the acquisition.                   •A
                                                                         satisfactory assessment of the condition of the buildings
                                                                        and services on each additional property.
• The purchase price will be supported by a written
   independent valuation.                                              •A
                                                                         satisfactory legal due diligence on all documents
                                                                        associated with the acquisition.

4        MPG Everyday Essentials Trust Information Memorandum
MPG Everyday Essentials Trust
SANDGATE CENTRAL
   1 Bowser Pde, Sandgate QLD, 4017

Sandgate is a bayside suburb of Brisbane, QLD and is                 The Centre’s main vehicular entry is off Lagoon Street to
located approximatley 25kms north west of the Brisbane               the north which provides direct access to the undercroft car
Central Business District and is overseen by the Brisbane            park and adjoining at-grade council car park. Alternatively,
City Council.                                                        vehicular access can also be achieved from Rainbow Street
                                                                     with pedestrian access from Bowser Parade.
Sandgate was a popular seaside destination for Brisbane’s
colonial settlers in the late 1800s. Its rich historical past is a   The surrounding precinct is the region’s dominant
feature of the area today, with many homes and buildings             destination for other major businesses such as Aldi,
reflecting the classic architectural styles of this bygone era.      McDonalds and the local bank branches for Commonwealth
                                                                     Bank and NAB.
Sandgate Central is located on Bowser Parade, which is a
prominent location in central Sandgate. Public transport             A number of schools are provided in the surrounding area
is available via bus from Bowser Parade and rail travel to           including: Sandgate District State Primary School, Sacred
the Brisbane CBD is available at Sandgate Station located            Heart Primary School and Sandgate District State High
approximately 100 metres from the Property.                          School.

                                                                            MPG Everyday Essentials Trust Information Memorandum5
MPG Everyday Essentials Trust
Woolworths and Site Selection

About Woolworths
Woolworths Limited is a major Australian company                           Woolworths Ltd (ASX:WOW) is listed on the Australian
with extensive retail interests throughout Australia and                   Securities Exchange with a market capitalisation of over
New Zealand. In Australia there are 1024 Woolworths                        $49.9 billion. In addition to supermarkets, Woolworths
supermarket stores, metro stores and the liquor division                   has other diverse retail operations which include: discount
BWS has 1300 stores across Australia. Woolworths                           department stores (BigW), Liquor (Dan Murphy’s,BWS,
supermarket has more than 115,000 employees within the                     Cellarmasters) and Hospitality.
division serving 14 million customers every week.

Woolworths has had a significant investment programme
for new stores over the past twenty-five years and over this
period there has been strong growth in sales and Earnings
                                                                                     Woolworths is listed
Before Interest and Tax (EBIT) particularly recently as
outlined in the chart below.                                                         on the ASX, with a
    Woolworths key financial indicators1                                             market capitalisation
                                           2020        2019         2018
                                                                                     of over $49 billion.
    Revenue ($bn)                           63.7        60.2        57.2

    Earnings before interest and
    tax ($bn)                                 3.2        2.7         2.5

    Total Assets ($bn)                       37.5       23.4        23.5

    Return on Equity (%)                     16.3       16.3        15.5

    Return on Assets (%)                      5.2         7.5        6.9
1
    Woolworths Annual Report 2020

Woolworths Site Selection
Site selection is an important component of Woolworths’
                                                                           Criteria: Property locations enjoy high visibility from pass
property strategy, the overall aim of which is to:
                                                                           through traffic on main roads.
•        Have properties located on prominent sites with easy              Prominent central location with high visibility from Bowser
         access and egress;                                                Pde.
•        Control its long term occupancy costs;                            Criteria: Properties have good accessibility from major
•        Ensure long term tenure to the properties;                        arterial roads and/ or motorways.

•        Make provision for reinvestment from both Woolworths              The property has three street frontages with excellent
         and any future owners of its properties; and                      accessibility from Lagoon St and Rainbow St.

•        Manage working capital effectively.                               Criteria: Properties are located in areas where Woolworths
                                                                           has thoroughly researched the demographics of that area
The location of each asset is strategically selected to                    that support stores in both the short and long term.
support the Woolworths business and the Property located                   Main Trade Area 2016
at Sandgate fits these selection criteria as follows:                      •   Population: 4,909
                                                                           •   Households: 1,943 within 10km
    Criteria: Properties are generally located in established
    retail/ industrial precincts within close proximity to major           •   Home Ownership: 61.1%
    shopping centres or malls.                                             •   Household Income: $75k per annum
    The Property is located in a town centre location.                     (Source: Census 2016)

    6       MPG Everyday Essentials Trust Information Memorandum
MPG Everyday Essentials Trust
Demographic Data

Trade Area
The primary trade area comprises an estimated 4,909 people.

Socio Economic Profile – Main Trade Area
                                                                                     Australian
                                                              Sandgate MTA            Average

 Annual household income                                        $75,088               $74,776
 Median Age                                                          46                     38
    0-14                                                           16.8%                 18.7%
   15-19                                                           5.3%                   6.1%
   20-29                                                           6.8%                  13.8%
   30-39                                                            9.1%                 14.0%
   40-49                                                           17.9%                 13.5%
   50-59                                                           14.2%                 12.7%
   60+                                                            29.9%                  21.9%
 Country of Birth
   Australia                                                      75.5%                 66.7%
   Overseas born - England                                         5.6%                   2.2%
   Overseas born - New Zealand                                     3.7%                   2.2%
   Overseas born - other                                           15.2%                 27.2%
 Average people per dwelling                                         2.4                   3.2
 Houses owned/being purchased                                      61.1%                65.5%
 Houses rented                                                     34.1%                30.9%
 Family Type
   Couple dep. child                                              47.9%                 44.7%
   Couple no child/no dep. child                                  36.5%                  37.8%
   Single parent dep child                                        14.0%                  15.8%
   Single person                                                    1.6%                  1.7%

Source: Census 2016

                                                                      MPG Everyday Essentials Trust Information Memorandum7
MPG Everyday Essentials Trust
Structure and operation of the Investment

Overview
The structure of the Trust is shown in the diagram below.

                                                  MPG Funds Management Ltd
                                                          (Trustee)

                                                                           Trust Deed

                                                                                                      Lending Institution
             Investors                           MPG Everyday Essentials Trust                   (firstFinancial
                                                                                                        registeredInstitution
                                                                                                                   mortgage)

                                                                                     Loan agreement
                                                                                   (proposal received)

                                                        Trust Property
                                                       Sandgate Central

Introduction

The MPG Everyday Essentials Trust (Trust) has been formed           matters as outlined on page 39. Upon the successful capital
for the purpose of acquiring and holding a Woolworths               raising and satisfaction of our due diligence enquiries, MPG
supermarket and eight specialty tenants located in                  will enter into a Contract of Sale for the property.
Sandgate (QLD) and other properties meeting the
acquisition criteria for medium term investment purposes.           Following settlement of the property, which is expected to
                                                                    occur in early June 2021, all Leases, Titles, business names
It is a managed investment scheme that is not required              and other assets relating to the property will be transferred
to be registered under Chapter 5C of the Corporations               to MPG as Trustee of the Trust.
Act (Act) and is relieved from some of the disclosure
requirements of the Act. MPG Funds Management Ltd                   An expression of interest of finance to fund the acquisition
(MPG) (AFSL 227114) will act as the Trustee of the Trust.           has been received from a subsidiary of a major International
The operation of the Trust and the responsibilities of the          Bank for an initial five year term as outlined on page 11.
Trustee are governed by the Trust Deed, the Corporations
Act and other relevant laws.                                        The Trust
MPG Funds Management Ltd (MPG) has entered into a                   The Trust is governed by the Trust Deed which is
Heads of Agreement to purchase the Property as trustee of           summarised on page 37 of this document.
the Trust subject to a successful capital raising and other

8      MPG Everyday Essentials Trust Information Memorandum
Units in the Trust                                                Minimum and Maximum Subscriptions
                                                                  and Offer Conditions
You may apply for Ordinary Units in the Trust by completing
the Application Form at the back of this IM and sending it        The minimum and maximum amount to be raised through
to MPG. MPG reserves the right to reject your application         cash subscription by the Trust is $16,650,000 and MPG will
in whole or in part without giving a reason for doing so. In      only release money from the Application Account when
this instance, MPG will return the Application Money to the       this minimum subscription amount has been received.
applicant within twenty-one days of issuing the notice of         Furthermore should this amount not be raised within
rejection together with any accrued interest, less any taxes      three months of the date of issue of this Offer, then the
and bank fees in connection with the Application.                 Application Money will be refunded to applicants in full with
                                                                  a pro-rata share of the interest earned on the amount and
Application Monies will be deposited into an interest             the Offer will not proceed. The Offer is not underwritten. The
bearing account in the name of the Trustee and the Trust.         allotment of Trust interests will proceed as soon as possible
                                                                  after the Subscription Period has closed.
If your application is accepted, in return for your Application
Money, you will be allotted Ordinary Units in the Trust at
                                                                  Unit Pricing
the discretion of the Trustee, which entitle you to pro-rata
distributions of the net property income of the Trust in          The Application Price will be set at $1.00 until the close of
proportion to your total unitholding.                             the Offer.

When an Application is accepted, the number of Units              Withdrawal Prices are calculated in accordance with the
issued will equal the amount received, divided by the             following formula:
Application Price. Application monies paid by cheque will
                                                                  •   Withdrawal Price = (Net Asset Value – estimated selling
not be processed until the cheque is cleared.
                                                                      costs) / Units on Issue
If the Application is accepted, the Trustee will allot Ordinary
                                                                  Net Asset Value is represented by the Assets of the Trust
Units to you within 7 days of the Closing Date.
                                                                  (which includes all investments at valuation and financial
                                                                  assets such as debtors and distribution income receivable
The Trustee will issue to each investor a holding statement,
                                                                  from all investments) less liabilities of the Trust, which
which will state the class and number of Units in the Trust,
                                                                  include: borrowings, accrued costs, charges and expenses,
held by the Investor. A register of all interests will be held
                                                                  contingent liabilities, performance and management fees
by the Trustee.
                                                                  provisions and unpaid distributions. Estimated selling costs
                                                                  are determined by the Trustee, and may include agent’s
The Offer, Permitted Investors                                    commission, advertising etc.
and Minimum Application Amounts
The Offer is a limited offer under the Corporations Act with      Limited Withdrawal Facility
the Trustee is raising $16,650,000. Wholesale Investors are
                                                                  There are no mandatory withdrawal rights offered to
invited to invest in the Trust by subscribing for Ordinary
                                                                  Investors, other than those included in the Trust Deed,
Units. The Application Price for Ordinary Units has been
                                                                  which specifies that the Trustee must accept, reject or
set at $1.00 per unit. If there is demand for more than
                                                                  partially accept a withdrawal request only if the Trust is
$16,650,000 then Investors may be scaled back and
                                                                  “liquid” as determined by the Trustee. However, as property
Applications may be accepted by the Trustee in part at the
                                                                  is by its nature an illiquid asset, we do not anticipate the
discretion of the Trustee.
                                                                  Trust will be “liquid” very often, if at all. Where the Trust is
                                                                  illiquid, withdrawals will only be available on issuance of a
The Offer opens on 1 March 2021 and is anticipated to close
                                                                  Withdrawal Offer by the Trustee.
on 31 July 2021. Units will be allotted to successful investor
applications as outlined above. The Trustee reserves the
                                                                  The Trustee considers that it is unlikely that any Withdrawal
right to close the Offer early or extend the Offer and there is
                                                                  Offer will be made before the expiry of the Term of
no cooling off right for Investors. You cannot withdraw your
                                                                  the Trust however it reserves the right to make limited
Application once it has been received.
                                                                  Withdrawal Offers at its sole discretion. In the unlikely event
                                                                  that a Withdrawal Offer is made by the Trustee before
The Offer is one that does not require the giving of a Product
                                                                  the expiry of the Term, if the total amount of Withdrawal
Disclosure Statement under the Corporations Act and MPG
                                                                  requests exceeds the amount allocated, you and each other
can accept minimum investments of $500,000 from wholesale
                                                                  Investor will enjoy a pro-rata entitlement to redeem your
investors, or $250,000 from Professional or Sophisticated
                                                                  Units according to the number you have asked to redeem.
Investors with an approved Accountant’s Certificate, with
upwards multiples of $50,000 in accordance with Chapter 7 of
the Corporations Act.

                                                                          MPG Everyday Essentials Trust Information Memorandum9
Structure and operation of the Investment

Term and Opportunity to Sell                                         Extension period up and until the termination of the Trust in
                                                                     accordance with the Trust Deed. Under the Trust Deed, the
This investment should be viewed as a medium-term
                                                                     Trust will terminate on the 80th anniversary of the day before
investment with an anticipated Initial Term of approximately
                                                                     the Trust commenced or in accordance with the Corporations
seven years from the Settlement Date.
                                                                     Act or any other law or at the Trustees discretion.
Approximately six months prior to the end of year seven,
all Investors will be given the option (via a Term Extension         Sale or Transfer of Trust Units
Proposal Letter) of extending the term of the Trust for a
                                                                     The transfer of Units in the Trust must be in writing, signed
further seven year term or offering to sell their units at
                                                                     by both the Transferor and the Transferee and lodged with
a price determined by the Trustee. The Term Extension
                                                                     MPG for registration. The transfer must be approved by
Proposal Letter will also contain a copy of the most recent
                                                                     the Trustee and the Trustee can withhold this approval for
valuation summary and estimated forecasts to allow
                                                                     transfer at its sole discretion.
Investors to make an informed decision.

Investors who do not notify the Trustee that they wish               Distribution Policy and Financial Accounts
to exit the investment within three months of the Term               It is anticipated that distributions will be made on a quarterly
Extension Proposal Letter being made will be deemed to               in arrears basis from 31 September 2021 and may be of
have elected to remain in the investment for the extended            income and/or capital in nature. The Trustee intends to
period.                                                              distribute available net income, and return capital to investors
                                                                     at the expiry of the Trust term or as Trust assets are realised,
In order to exercise their right to exit the investment,
                                                                     however distributions are not promised or guaranteed.
Investors must respond in writing before the date
prescribed by the Trustee in Term Extension Proposal Letter.         The Trust will pay distributions to Investors from its cash
                                                                     from operations (excluding borrowings) available for
By electing to exit the investment, Investors automatically
                                                                     distribution. This is to mitigate the risk that distributions
authorise the Trustee to dispose of the Investors Units in
                                                                     received from unrealised gains, capital, borrowings or other
the Trust.
                                                                     support facilities may not be commercially sustainable over
                                                                     the longer term, particularly when property values are not
The Trustee’s determined price per Unit will be based
                                                                     increasing.
on the Net Asset Value of the Trust at an independent
valuation (obtained at the time by the independent valuer
                                                                     All distributions will only be paid directly into an Australian
engaged at the Trustee’s discretion) less estimated selling
                                                                     bank account or other account with a financial institution
costs determined by the Trustee, which may include agent’s
                                                                     (where there is a branch in Australia). If valid bank details
commission, advertising etc.
                                                                     are not provided, the Trustee may delay processing an
                                                                     Applicant’s application and/or an investor’s distribution
In the first instance these Units will be offered to other
                                                                     payment. Distributions will not be paid by cheque.
existing Unitholders in the Trust in proportion to their
                                                                     The Trust does not have a distribution re-investment facility.
existing unitholding and Unitholders will have 60 days to
respond to this first instance offer. In the event that this first
                                                                     The Trustee anticipates that distribution payments to
instance offer is not fully subscribed then the remaining
                                                                     unitholders will contain some portion of tax deferred
Units will be offered as a secondary offer to existing
                                                                     amounts. Tax deferred amounts arise through the different
Unitholders to apply for these remaining additional Units
                                                                     treatment of expenses and depreciation allowances on
within 60 days on a “first come first served” basis. If the
                                                                     buildings and plant and equipment within a building for
existing Unitholders decline to purchase these additional
                                                                     accounting and taxation purposes. Changes in the amount
Units after the expiry of this 60 day period, then the Trustee
                                                                     of depreciation, interest rates, the level of gearing and other
may invite applications from other parties. Additional bank
                                                                     risk factors may influence the actual tax-deferred amounts
debt may also be drawn down to buyback Units of Investors
                                                                     of a distribution. Refer to page 24 for further information
wishing to exit at this point.
                                                                     regarding tax deferred distributions.

If the Units remain unpurchased after six months from the
                                                                     The financial reports will be available to Investors on
date of the secondary offer, then the Trustee will resolve to
                                                                     request from late September of each year. Taxation
wind the Trust up and distribute the proceeds to Unitholders
                                                                     distribution statements will be posted to all Unitholders
on a proportionate basis. In the event of a resolution to wind
                                                                     within 90 days of the financial year end (30 June).
up the Trust, the Trustee has up to two years to realise the
assets of the Trust.

This exit process will be repeated at the expiry of each Term

10      MPG Everyday Essentials Trust Information Memorandum
Gearing Policy                                                         Proposed Loan Term
MPG as Trustee, maintains and complies with a written                  An expression of interest of finance has been received
policy that governs the level of gearing at an individual              from a subsidiary of a major International Bank to fund the
credit facility level. A higher gearing ratio means a higher           balance payable for the Property. The prospective lender’s
reliance on external liabilities to fund assets. This may              term sheet is subject to due diligence and satisfactory
expose the Trust to increasing funding costs, for example,             documentation. The Trustee intends to document and
if interest rates rise. A more highly geared Trust has a lower         establish the debt facility prior to the amount sought under
asset buffer to rely on in times of financial stress.                  this Offer being allotted.

MPG has the power to arrange borrowings for the Trust and              The key terms of the expressions of interest of finance
may at any time agree with the financier to amend the terms            that has been offered to MPG as Trustee of the Trust are
of a loan where it is in the best interests of the Unitholders to      as below. This financing has not yet been approved and
do so. MPG may refinance the loans at or before the repayment          finalised and the terms may be subject to change.
date and this may occur through the current financier or
alternate debt provider.                                                Proposed Loan Terms
                                                                        Facility Limit                  $16,885,000
Relatively short-term borrowings and credit facilities with
short expiry dates are a risk factor if they are used to                Maximum LVR                     55%
fund assets intended to be held long term. If a trust has a
                                                                        Term                            5 years from the facility
significant proportion of its borrowings that mature within
                                                                                                        commencement date with
a short timeframe, it will need to refinance. There is a risk
                                                                                                        repayment in full
that the refinancing will be on less favourable terms or not
available at all. If the Trust cannot refinance, it may have to sell    Drawdown Date                   Estimated early June 2021
assets on a forced sale basis with the risk that it may realise a
                                                                        Interest payment                Interest only
capital loss. Breach of loan covenants may result in penalties
being applied, or the loan becoming repayable immediately               Interest Hedge                  Fixed for five years
and the Trust may need to refinance on less favourable terms
                                                                        Interest Rate                   Base rate as quoted on the
or sell assets. Additional borrowings are permitted under the
                                                                                                        Reuters “BBSY” plus the
Trust Deed to fund any capital expenditure.
                                                                                                        bank margin
MPG intends that the gearing ratio (calculated on the basis             Security                        Guarantee & Indemnity
of total interest bearing liabilities/total assets) of the Fund                                         from the Trustee for the
will not exceed 55%.                                                                                    Trust limited to:
                                                                                                        (i) First registered
As per the proposed loan terms below, it is expected that                                               mortgage over the
on completion and settlement of the property that the                                                   property contained in the
gearing ratio of the Trust will be approximately 55% of total                                           Trust; and
assets based on an “as is” complete valuation basis.
                                                                                                        (ii) Registered general
                                                                                                        security agreement over all
All bank loans will be on a limited recourse basis which                                                assets in connection with
means that if default occurs under a loan then recourse                                                 the property contained in
will generally be limited to the property to which the loan                                             the Trust
relates and Unitholders and the Trustee will have no further
liability.                                                              Interest Cover Ratio            2.0 times

Where appropriate the Trustee may enter into suitable
hedging arrangements to protect the Trust’s exposure to                Interest Cover Policy
interest rate movements. The Trustee intends to enter into             MPG maintains and complies with a written policy for the
a fixed forward rate agreement with the debt financier to              Trust that governs the level of interest cover at an individual
hedge at 100% of the market base rate for an initial period            credit facility level.
of five years.
                                                                       The interest cover ratio (ICR) for a property fund is
                                                                       generally calculated by dividing the Trust’s earnings before

                                                                               MPG Everyday Essentials Trust Information Memorandum11
Structure and operation of the Investment

interest, tax, depreciation and amortisation (EBITDA)
excluding any unrealised gains or losses, by the Trust’s
interest expense for the relevant period. An ICR is a
measure of how many times loan interest is covered by the
EBITDA. A property trust’s ICR is an indicator of financial
health. The lower the interest cover, the higher the risk that
the Trust will not be able to meet its interest payments.

Typically loan facilities obtained by the Trust will include
debt covenants however in some cases loan facilities may
include the ability to capitalise interest payments into the
loan facility. Proposed interest cover covenants for this
facility will be 2.0 times earnings from the asset.

Valuation Policy
MPG maintains and complies with a written valuation policy
in relation to the assets of the Trust.

It is the Trustee’s policy to have the Trust’s assets valued in
accordance with Australian Accounting Standards and as
required under the Trust Deed and the Corporations Act.
Independent valuations will be performed before a property
is purchased or sold on an “as is” and “as if complete” basis
or within two months after the Directors form a view that
there is a likelihood that there has been a material change
in the value of the property.

Where required valuations will be performed on an
annual basis and this will include either internal Directors’
valuations or external independent valuations. External
valuations will be performed by valuers who are registered
under a Federal or State registration scheme and valuations
will comply with relevant industry codes and standards.
Where external valuations are conducted, such valuations
will be obtained at intervals of not more than three years.
Any conflicts of interest that may arise in relation to a
valuation will be referred to MPG’s compliance officer.
MPG considers such a policy will ensure the reliability
of valuations and mitigate the risks that an asset will
not return the valuation amount when it is sold, or loan
covenants may be breached.

Related Party Transactions Policy
MPG maintains and complies with a written policy for
the Trust on related party transactions, including the
assessment and approval processes for such transactions
and arrangements to manage and monitor the risks of
conflicts of interest. MPG’s paramount duty is to act in the
best interests of Unitholders in the Trust.

In summary, it is MPG’s policy that companies associated
with MPG that are appointed to perform services for the
Trust are engaged on an arm’s length basis and on normal
commercial terms and conditions. A summary of these
engagements are included on page 41.

12     MPG Everyday Essentials Trust Information Memorandum
MPG Everyday Essentials Trust Information Memorandum13
About MPG

MPG Funds Management                                           MPG is the Trustee of the Trust and governs it in
                                                               accordance with the Trust Deed. MPG is responsible for
MPG Funds Management Ltd (ACN 102 843 809) (MPG)
                                                               the application and redemption of Units, valuation and
was established in December 2002 as a specialist property
                                                               management of Trust assets, administration and payment
funds manager and currently has funds under management
                                                               of income distributions from the Trust. MPG has also
in excess of $750 million.
                                                               undertaken preliminary work to set up this trust structure
                                                               including preparation of this IM, undertaking acquisition
MPG is an unlisted public company that holds an Australian
                                                               due diligence, organising the preparation of legal
Financial Services Licence (AFSL 227114) to act as a trustee
                                                               documentation, applications for banking finance as well as
for managed investments schemes.
                                                               other administrative tasks.
MPG aims to provide its investors with property investment
                                                               MPG currently is the trustee for fourteen other direct
opportunities that offer the potential for reliable income
                                                               property funds and has developed an outstanding track
returns, capital growth and taxation benefits. MPG prides
                                                               record in the business of property trusts and managing
itself on its ability to source high quality properties, its
                                                               property assets.
experienced personnel, its innovative strategies and the
strength of its developed networks.
                                                               In 2020 and 2008, MPG was named as one of the fastest
                                                               growing Australian companies in the BRW Fast 100 Awards.
MPG prides itself on its                                       In 2007, MPG was named as the tenth “Fastest of the Fast”
                                                               growing companies in BRW magazine’s “Fast Starters”
ability to source high quality                                 edition.

properties, its experienced                                    In 2013, MPG was the winner of the IAIR Award for
                                                               Excellence in Property Investment Management/Boutique
personnel, its innovative                                      in Australia.

strategies and the strength
of its developed networks.

14    MPG Everyday Essentials Trust Information Memorandum
Directors The Directors of MPG Funds Management include:
 Trevor Gorman              Chairman
                            FCA, Grad Dip Bus Admin
                            Trevor has significant commercial experience gained over the past 30 years including over 19
                            years’ experience as a partner of Big 4 accounting firm Deloitte Touche Tohmatsu where he
                            held the position of Managing Partner of the Victorian Growth Solutions Division and had a
                            significant number of property industry clients. He is currently Executive Chairman of MPG Funds
                            Management. He is a Fellow of the Institute of Chartered Accountants, holds a Public Practice
                            Certificate and is a Registered Tax Agent.
 Eddie Paulsen              Non-Executive Director
                            Eddie has held senior executive positions in the financial services and funds management
                            industries for over 30 years. Much of this was with the National Mutual Group (now AMP Ltd),
                            where he held a number of CEO/ Executive Director positions including a funds management
                            company (which included the listed National Mutual Property Trust and a range of other
                            unlisted property and equity trusts), a Public Trustee company and Financial Planning Group.

 Brett Gorman               Director/Secretary
                            CA, F.FIN, B.Comm, Grad Dip App Fin & Invest
                            Brett is a Chartered Accountant and Licensed Real Estate Agent and has significant experience
                            gained in establishing and operating managed investment schemes. Prior to working with MPG,
                            Brett held positions with Deloitte Touche Tohmatsu in the Corporate Finance, Audit and Growth
                            Solutions divisions. He holds a Graduate Diploma in Applied Finance and Investment and
                            Bachelor of Commerce. He is a Fellow of the Financial Services Institute of Australia, Registered
                            Tax Agent and is a holder of a Public Practice Certificate.

*This property is not part of the assets of this Trust

                                                                         MPG Everyday Essentials Trust Information Memorandum15
About MPG

Property Experience
MPG has gained significant property experience over the
past 40 years including: property development, property
investment and property management.

                                                                               Property    Property     Property
  Year                  Description of involvement                             Development Investment   Management
  Bunnings Corio, VIC
                        Ownership, property management and extensions
  1993 - 2011
                        of the property until sold in 2011.

  Chirnside Homemaker Centre, VIC
                        13,752 sqm NLA & consists of 11 tenancies including:
  2005 - present
                        JB Hi-Fi, Rebel Sport and The Good Guys

  Mildura Homemaker Centre, VIC
                        17,343 sqm NLA & consists of 14 tenancies including:
  2006 - present
                        Fantastic Furniture, Chemist Warehouse, Rebel Sport

  HomeCentral Warrnambool, VIC
                        13,355 sqm NLA & consists of 5 tenancies
  2007 - present        including: Bunnings, Rebel Sport, Petstock,
                        Lincraft and Forty Winks

  Village Lakeside Shopping Centre Pakenham, VIC
                        3,571 sqm NLA & consists of 12 tenancies including:
  2004 - present
                        Coles, Advantage Pharmacy and The Bottle-O

  Bunnings Trade Centre Pakenham, VIC
                        Development, ownership and property
  2007 - 2009
                        management until sold in 2009

  Bunnings Wonthaggi, VIC

  2009 - present        4,983 sqm Bunnings Warehouse facility

  Target Kadina, SA

  2006 - present        3,306 sqm NLA Target store

  Bunnings Mt Gambier, SA
                        Ownership and property management
  2009 - 2013
                        until sold in 2013

  Village Travel Centre, Chinchilla, QLD
                        1,379 sqm NLA with tenants including: Caltex,
  2014 - present
                        The Coffee Club, Subway, KFC & Bottlemart

  Bunnings Bundaberg, QLD

  2014 - present        18,282 sqm Bunnings Warehouse facility

  Bunnings Blacktown, NSW

  2014 - present        16,800 sqm Bunnings Warehouse facility

16      MPG Everyday Essentials Trust Information Memorandum
Property    Property               Property
Year             Description of involvement                             Development Investment             Management
Bunnings Bundamba, QLD

2015 - present   14,228 sqm Bunnings Warehouse facility

Seaford Meadows Shopping Centre, SA
                 5,305 sqm NLA shopping centre with tenants
2015 - present   including Woolworths, Chemist Warehouse and
                 F45

Kmart Port Macquarie, NSW

2016 - present   7,037 sqm Kmart with complementary specialties

Bunnings Kingston, TAS

2016 - present   16,800 sqm Bunnings Warehouse facility

Coles Moss Vale, NSW

2016 - present   2,500 sqm Coles supermarket

Rocks Central Shopping Centre, NSW
                 4,547 sqm NLA shopping centre with tenants
2016 - present
                 including Coles, Liquorland and The Reject Shop

Beaudesert Central Shopping Centre, QLD
                 4,474 sqm NLA shopping centre with
2017 - present   tenants including Woolworths, Amcal,
                 Specsavers and Subway

Bunnings Newstead, QLD
                 18,386 sqm Bunnings Warehouse facility with
2017 - present
                 complementary specialties

Tweed Hub, NSW
                 9,757 sqm convenience retail centre
2018 - present   featuring 18 convenience, large format and
                 service based retailers

Bunnings Port Macquarie, NSW
                 18,400 sqm Bunnings Warehouse plus 2,400 in
2018-present
                 additional large format tenancies

Seacrest Shopping Centre, WA
                 4,640 sqm NLA neighbourhood shopping
2018 - present   centre with tenants including Woolworths
                 and 8 specialty tenants

Regional Cities Property Portfolio
                 Centrelinks in seven locations. Childcare Centre
2018 - present   Geelong. Office buildings in Armidale, Beenleigh,
                 Toowoomba, Traralgon and Bendigo

                                                                     MPG Everyday Essentials Trust Information Memorandum17
Financial Information

1.1 Financial Information
The Forecast Distribution, Tax-Advantaged Calculation, Pro-Forma Statement of Financial Position and Sources and
Application of Funds are provided below and should be read in conjunction with the notes and assumptions in Section 1.4.

These forecasts have been prepared based on best estimate assumptions and statement of significant accounting policies
in this section. Investors should appreciate that many factors that affect results may be outside the control of the Trustee or
may not be capable of being foreseen or accurately predicted. Accordingly, actual results may differ from the forecasts and
returns in the Trust and are not guaranteed. The investment considerations and risks are outlined on page 28.

The financial information has been prepared in accordance with applicable Australian Accounting Standards. It has been
presented in an abbreviated form insofar as it does not include all of the disclosures required by Australian Accounting
Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

1.2 Forecast Distribution and Tax Advantaged Calculation
Table 1.2.1 Forecast distribution and tax advantaged calculation

                                                                                                      Year Ending             Year Ending
                                                                                             Note    30 June 2022            30 June 2023

     Revenue

     Net Property Income                                                                     1.5.3        1,629,263               1,645,919

     Total Revenue
     Expenses
     Finance costs                                                                           1.5.4          374,847                 374,847

     Base Management fees2                                                                   1.5.5          179,736                 179,736

     Ongoing expenses3                                                                       1.5.6           50,703                  50,703

     Amortisation of borrowing costs                                                         1.5.4            61,783                 61,783

     Total Expenses                                                                                        667,069                 667,069

     Net Profit                                                                                             962,194                978,850
     Non Cash Adjustments

     Amortisation of borrowing costs                                                         1.5.4           67,783                  61,783

     Distribution to Unitholders                                                                          1,023,977              1,040,633

     % Cash distribution yield1                                                                               6.15%1                 6.25%1

     % Tax-advantaged (Estimated)                                                            1.5.8            23.2%                   21.6%

1
          The distribution yield has been based on the initial issue price of $1 per unit.
2
          These fees are paid to the Trustee being 0.55% plus GST per annum of Gross Asset Value and calculated on the basis set out on page
          26. Part of these fees have been deferred for the forecast period and may be recouped in future periods.

	Ongoing expenses are calculated at a rate of 0.20% plus GST and including accounting, postage, annual report costs, registry fees and
3

  other administration expenses
4
          All figures quoted above are GST exclusive.

    18         MPG Everyday Essentials Trust Information Memorandum
1.3 Pro-Forma Statement of Financial Position                            1.4 Sources and Application of Funds
The following table sets out the pro-forma Statement of                  If the Trustee receives the Minimum Subscription under the
Financial Position on expected settlement of the Property                Offer, the proceeds will be applied as follows:
in June 2021 and needs to be read in conjunction with the
assumptions and significant accounting policies set out                      Sources                                                  Total $
below.
                                                                             Equity raised1                                    $16,650,000
Table 1.3.1 Pro-forma Statement of Financial Position                        Bank financing2                                   $16,885,000

                                                        30 June 2021         Total                                             $33,535,000
                                                                   $         Application
    Assets                                                                   Cost of Property3                                  $32,679,278
    Investment Property1                                  $32,679,278        Borrowing costs                                       $185,350
    Total Assets                                         $32,679,278         Issue Costs4 & Contingency                            $670,372
    Liabilities                                                              Total                                             $33,535,000
    Bank Borrowings      2
                                                         $16,699,650     1
                                                                             	Based on 16,650,000 Ordinary Units issued at $1.00 as
    Net Assets                                           $15,979,628           outlined on page 9.

    Gearing3                                                    51.10%
                                                                         2
                                                                             	Based on the Lender’s expression of interest of finance as
                                                                               outlined on page 11.
    NTA per Unit4                                                $0.83   3
                                                                             	Based on the Heads of Agreement of the Property as outlined
                                                                               on page 39. Includes stamp duty, legal fees, independent expert
1
    	Based on the Independent Valuation of the Property.
                                                                               reports, due diligence costs etc.
      Acquisition, Stamp Duty and other incidental costs have been
      capitalised to this amount.                                        4
                                                                             	The issue costs include costs of professional advisers, IM
                                                                               preparation, printing production and an establishment fee of
2
    	Based on the Lender’s expression of interest of finance as
                                                                               $614,000 payable to the Trustee as outlined on page 26.
      outlined on page 11 and shown net of prepaid borrowing costs.
3
    	This has been calculated as the ratio of borrowings to total
      assets. This calculation differs from that of the loan-to-value
      ratio debt facility covenant.
4
    	The issue price of the Ordinary Units at the date of this IM is
      $1.00 and the NTA is $0.83 reflecting the impact of stamp duty
      on the property, manager’s fees and other issue costs in the
      event that they are written off.

                                                                                     MPG Everyday Essentials Trust Information Memorandum19
Financial Information

1.5 Financial Forecast Assumptions                                       the Trustee will be entitled to all rental income under
                                                                         the Lease Agreement as summarised on page 40.
Basic Approach and Assumption used
                                                                     •   The increases in the gross rent received in future years is
The following assumptions and procedures have been                       per the relevant Lease documents. It has been assumed
used to construct the forecast distribution and tax-                     that outgoings will grow at the estimated inflation rate
advantaged calculation. Applicants are advised to review                 of 2.5% p.a.
the assumptions and financial information and make their
                                                                     •   The net rental income does not include future gains or
own assessment.
                                                                         losses on revaluations of the property as the Trustee
                                                                         does not believe there is any reasonable basis to make
1.5.1 Forecast Period
                                                                         valuation predictions in respect of the property.
•     The forecast period is 1 July 2021 to 30 June 2023.
                                                                     1.5.4 Finance Costs
•     All forecasts are GST exclusive. GST results in an
      increase in some of the expenses of the Trust however          •   Finance costs include interest and other costs incurred
      these should be offset against GST collected on rental             in connection with the establishment of the Trust’s debt
      paid by the tenants, which should result in negligible             facility. This forecast is based on loan terms which have
      impact on the forecast return to Investors.                        been proposed by a subsidiary of a major International
                                                                         Bank but have not yet been finalised. Changes to the
•     We have assumed that there will be no acquisitions
                                                                         terms of the loan may effect debt calculations and
      or disposals during the forecast period other than that
                                                                         projected outcomes. The debt facility in the proposed
      referred to in this document.
                                                                         agreement specifies that interest is made up of two
•     We have assumed that there will be no equity raised or             components, being market base rate (BBSY) and the
      withdrawals made during the forecast period other than             bank margin, which comprises a line fee and a bank
      that referred to in this document.                                 margin. The line fee is payable on the facility limit and
                                                                         the margin is payable on the drawn debt balance.
1.5.2 Economic Assumptions
                                                                     •   As a measure to hedge the interest rate risk, it is
After an assessment of independent economic forecasts,                   intended that the debt facility will be subject to a full
the Trustee has allowed an inflation rate of 2.5% per annum              fixed forward rate interest arrangement for five years.
for expenses.                                                            The interest rates used in the forecasts have been
                                                                         based on indicative rates provided by the proposed
1.5.3 Net Property Income                                                lender, being a major Australian bank. A summary of the
•     Net rental revenue represents the gross rental less non-           proposed loan facility is included on page 11.
      recoverable outgoings that will be received as specified       •   Costs associated with the establishment of the bank
      in the lease agreement. With the exception of outgoings            loan are amortised over the period of the loan being
      specifically excluded in the lease agreement and under             five years. As this amount is a non-cash item it is
      relevant legislation, all outgoings including rates, taxes,        added back for the purposes of determining the cash
      repairs and maintenance, insurance premiums etc are                distribution to Investors.
      expected to be recoverable from the tenant as the lease
                                                                     •   As a result of changing market conditions, it is difficult
      is classified as a “net” lease.
                                                                         to reliably forecast the movement in the fair value of
•     Rental income has been recognised on a straight line               the Trust’s assets over the forecast period. On this basis,
      basis over the term of the lease in accordance with                for the purpose of calculating this forecast we have
      relevant accounting standards. Straight lining of rent             assumed that there will be no movement in the value of
      represents the impact of bringing fixed rent review                trust assets during the forecast period.
      increases to account evenly over the life of the leases.
      This amount is a non-cash item included in the net profit      1.5.5 Management fees
      amounts, not available for distribution, and therefore
                                                                     •   For the day-to-day administration of the Trust, a
      not taken into consideration when calculating the
                                                                         management fee 0.55% pa of the Gross Asset Value of
      forecast amount available for distribution.
                                                                         the Trust is charged in accordance with the Trust Deed as
•     After assessing the quality of the underlying lease                outlined on page 38. For the forecast period, the Trustee has
      covenants, the length of the lease (6.5 year WALE),                assumed that the value of the property does not change
      the current vacancy of 110 sqm, a vacancy allowance of             from the current independent valuation as outlined on page
      $70,000 per annum has been assumed for the forecast                31.
      period. If the property is vacant this will affect projected
      income and returns.
•     It has been assumed that on settlement of the property

20       MPG Everyday Essentials Trust Information Memorandum
1.5.6 Ongoing expenses                                            1.5.12 Capital raising amount
•   The Trustee is entitled to be reimbursed for all reasonable   •   The financial information assumes that the total Offer
    outgoings and disbursements in connection with the                amount of $16,650,000 is raised by 31 July 2021.
    proper performance of its duties and obligations in
    operating the Trust.                                          1.5.13 Legislation and Accounting Standards

•   Expenses recovered may, for example, include those            •   It has been assumed that there will be no changes in the
    relating to: annual report costs, unit registry fees,             applicable Accounting Standards, Taxation Legislation,
    postage, printing, accounting, taxation, legal, valuation,        Corporation Act, other legislation or other financial
    reporting and other administration expenses. MPG                  reporting requirements that may have a material effect
    estimates that the cost of such expenses will be                  on the financial forecasts.
    approximately 0.20% of the Gross Asset Value of the
    Trust.
•   These costs have been increased by the estimated
    inflation rate of 2.5% per annum.

1.5.7 Interest Revenue
•   For the period ending 30 June 2023 it has been
    assumed for the purpose of this forecast that interest
    income will be not be earned on the Trust’s cash
    balances. This provides potential upside to the figures
    contained in Table 1.2.1.

1.5.8 Tax-advantaged component
•   The tax-advantaged component has been calculated
    by deducting: depreciation and tax allowances and
    amortised issue costs. The depreciation and tax
    allowance component has been estimated based on
    amounts determined by an independent quantity
    surveyor.

1.5.9 Capital expenditure

•   Capital expenditure of $25,000 has been assumed in
    the forecast period. If capital expenditure is required
    this may impact potential profits and cash distributions
    to investors.

1.5.10 Fair Value adjustments
•   Other than the initial write off of initial property
    acquisition costs, the forecast period does not
    include future revaluations or changes in fair value
    of the property or movements in the market rates
    of derivatives as required by Australian Accounting
    Standards as it is believed that there is not any
    reasonable basis to make forecasts as it is not possible
    to accurately quantify the impact of such changes.

1.5.11 Transaction Costs
•   The Trustee has estimated stamp duty and other duties
    and transaction costs on the purchase of the property
    based on current duty rates as advised by the relevant
    government state revenue office. Legal and other costs
    relating to the transaction have been estimated based
    on similar prior transactions and quotes received from
    service providers.

                                                                          MPG Everyday Essentials Trust Information Memorandum21
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