WA Shopping Centre of the Year 2019 - PORTFOLIO OF LEADING ROADSIDE RETAIL ASSETS - Hewison Private Wealth

P R O D U C T D I S C L O S U R E S TAT E M E N T

 E S S E N T I A L S E RV I C E S T R U S T N O.1 8
 ARSN 649 440 504

WA Shopping Centre of the Year 2019
P O R T F O L I O O F L E A D I N G R O A D S I D E R E TA I L A S S E T S

 7% Forecast annual distributions paid monthly
 (FY22 & FY23)

 30/06/21

IMPORTANT NOTICES
WORDS WITH SPECIAL MEANINGS WARNING – FORWARD-LOOKING STATEMENTS
Some words and expressions in this document have special The Financial Information in this PDS contains forecasts.
meanings. Words with special meanings are given Initial While the Responsible Entity believes this information has
Capitals and are explained in the Glossary in section 12. a reasonable basis, future events may vary materially from
 the assumptions on which this information is based. The
THE OFFER Responsible Entity cautions Investors about relying on
This document relates to an offer of Units in Essential Services forecasts in the Financial Information.
Trust No 18 (ARSN 649 440 504) (Fund), at $1.00 per Unit.
The number of Units on offer is specified at the top of the Key CURRENCY AND GST
Features table. All monetary amounts in this PDS are in Australian dollars
 and take account of the effects of GST on Investors, unless
PDS ISSUED BY RESPONSIBLE ENTITY otherwise stated.
This document is a Product Disclosure Document (PDS) issued
under Part 7.9 of the Corporations Act 2001 (Cth) (Corporations RESTRICTION ON INVESTORS
Act), on the date on the front cover. The Responsible Entity of This PDS does not constitute an offer in any place or
the Fund and the issuer of this PDS is Fawkner Property Ltd jurisdiction, outside Australia. In particular, this PDS does not
(Responsible Entity). constitute an offer in the US or to any US Person.
The representations in this PDS are those of the Responsible
Entity. None of the other parties named in the Corporate UP TO DATE INFORMATION
Directory, no Valuer or other party who has given consent to Information contained in this PDS is up to date as at the
a statement in this PDS has caused or authorised the issue date on the front cover. If the Responsible Entity reasonably
of, or representations in, this PDS and does not make any believes that a change in circumstances will have a materially
representation or recommendation in relation to the Offer. adverse effect, a supplementary PDS will be issued.
This PDS has not been lodged with the Australian Securities
and Investments Commission (ASIC) and ASIC takes no Check the website of the Responsible Entity for announcements
responsibility for the contents of this PDS. ASIC encourages and updates. A paper copy of any updated information is
Investors to read Investing in unlisted property schemes? available free of charge from the Responsible Entity.
which can be found at www.moneysmart.gov.au
 HARD COPY PDS AVAILABLE
NO OTHER REPRESENTATIONS If you received this PDS in electronic form, the Responsible
The representations of the Responsible Entity contained in Entity encourages you to print the whole document for ease
this PDS (and any supplementary or replacement PDS) are the of reading. A paper copy is available free of charge from the
entire representations made about the Fund to Investors. This Responsible Entity.
PDS supersedes all previous information and communications
about the Fund. Any information not contained in this PDS Corporate Directory
cannot be taken as authorised by the Responsible Entity. Responsible Entity
 Fawkner Property Ltd
DISCLAIMER
 ACN 147 265 281, AFSL 437 334
This PDS has been prepared for the information of Investors, PO Box 6314 | MELBOURNE VIC 3004
without taking account of the objectives, financial situation  +613 9856 4577
and needs of any Investor. Prior to deciding to invest, Investors  info@fawknerproperty.com.au
should read this PDS in full, understand the risk factors that  www.fawknerproperty.com.au
could affect the investment performance of the Fund and
consider whether the investment is appropriate, having regard External Dispute Resolution Service
to their objectives, financial situation and needs.
 Australian Financial Complaints Authority (AFCA)
The Responsible Entity recommends that Investors obtain GPO Box 3
professional advice before deciding to apply for Units in the MELBOURNE VIC 3001
Fund.  1800 931 678
  info@afca.org.au
NO GUARANTEE www.afca.org.au
The Responsible Entity and its officers, employees, agents and
consultants do not guarantee the performance of the Fund or Auditor
the return of your investment and take no responsibility for Paul Carr • Partner
your decision to invest in the Fund. Daniel Allison & Associates Assurance
 35 Market Street | SOUTH MELBOURNE VIC 3205
NO COOLING OFF PERIOD  www.daassociates.com.au
As the Fund is not liquid, there is no cooling-off period for
Investors. An application cannot be cancelled once Units have Auditor of the Compliance Plan
been issued.
 Mr Terry Vail CPA • Partner and Registered Company Auditor
 Ryecrofts Pty Ltd
 Level 2
 66 Victor Crescent | NARRE WARREN VIC 3805
  www.ryecrofts.com.au

 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

CONTENTS
 6.4 Forecast balance sheet 24
1. Key Features 2
 6.5 Key Financial Assumptions 24
2. Offer and Investment Strategy 4 6.6 Significant Accounting Policies 25
 2.1 The Offer 5
 7. Risk Factors 26
 2.2 Investment objective 5
 2.3 Additional properties 5 8. Taxation 30
 2.4 Portfolio diversification 5 8.1 General information only 30
 2.5 Property development 5 8.2 Income tax 30
 2.6 Temporary financing 5 8.3 Capital gains 30
 2.7 Underwriting 5 8.4 Effects of Goods and Services Tax (GST) 30
 2.8 Gearing policy 5 8.5 Deduction of tax 30
 2.9 Interest cover policy 5 8.6 Providing a Tax File Number or ABN 30
 2.10 Loan 5 8.7 Annual tax statements 30
 2.11 Fuel & Convenience Sector 5
 9. Summaries of Material Documents 31
 2.12 Convenience anchored shopping centres 7
 9.1 Constitution 31
3. Fund 8 9.2 Compliance plan 31
 3.1 Structure of the Fund 8 9.3 Underwriting agreement 31
 3.2 Units 8 9.4 Shopping Centre Mirrabooka WA 32
 3.3 Applications for Units 8 9.5 BP Caldermeade VIC 33
 3.4 Applications monies held in trust 8 9.6 Liberty Manoora QLD 33
 3.5 Distributions 8 9.7 Liberty Swan Hill VIC 34
 3.6 Loan-back of distributions 9 9.8 BP Mayfield NSW 35
 3.7 Redemption and transfer of Units 9 9.9 Liberty Dongara WA 35
 3.8 Review dates and Exit Offers 9 9.10 Ampol Kelso NSW 36
 3.9 Limited Redemption Offers 9
 10. Additional Information 38
 3.10 Units not listed 10
 10.1 ASIC RG 46 benchmarks and disclosure principles 38
 3.11 Valuation policy 10
 10.2 Related-party transactions 39
 3.12 No certificates 10
 10.3 Master trusts, wrap accounts and custody services 39
 3.13 Fund Operation and Management 10
 10.4 Suitability for Superannuation Funds 39
4. The Properties 11 10.5 Labour standards and environmental social
 4.1 Portfolio overview 11 or ethical considerations 39
 4.2 The Square and Mirrabooka Plaza, Mirrabooka WA 12 10.6 Application Monies held in trust 39
 4.3 BP and McDonalds service station, Caldermeade VIC 15 10.7 Consents to statements made 39
 4.4 Liberty service station, Manoora QLD 16 10.8 Regular Investor communications 39
 4.5 Liberty service station Swan Hill VIC 17 10.9 Privacy policy 40
 4.6 BP service station and Oporto, Mayfield NSW 18 10.10 AML Requirements 40
 4.7 Liberty service station Dongara WA 19 10.11 US Foreign Account Tax Compliance ACt (FATCA) 41
 4.8 Ampol service station and Carl’s Jnr, Kelso NSW 20 10.12 Common Reporting Standards (CRS) 41
 10.13 Complaints 41
5. Fees and other costs 21
 5.1 Fees and costs summary 21 11. Direct debit request service agreement 42
 5.2 Example of annual fees and costs for this Fund 22 11.1 Direct debit request service agreement 42
 5.3 Additional explanation of fees and costs 22 11.1 Introduction 42
 5.4 Fees in Constitution 23 11.2 Definitions 42
 5.5 Payments to dealer group 23 11.3 Direct Debit Payment 42
 5.6 Loan arrangement fee 23 11.4 Amendments to the Agreement 42
 11.5 Changes by the Investor 42
 11.6 Obligations of the Investor 42
6. Financial Information 24
 11.7 Disputes 42
 6. Financial Information 24
 11.8 Accounts 42
 6.1 General Assumptions 24
 6.2 Pro forma balance sheet 24 12. Glossary 43
 6.3 Forecast income statement 24
 13. How to complete the application form 46

 Please read the whole of this document

 P R O D U C T D I S C L O S U R E S T A T E M E N T 01

1. KEY FEATURES

 INVESTMENT OVERVIEW SECTION

 Fixed-term,
 Offer commercial property trust, with gearing
 Number of Units on offer 117,500,000 2.1
 Application price $1.00 per Unit 2.1
 Amount to be raised by the Offer $117,500,000 2.1
 Underwriting Up to $92.5 million 2.7
 Minimum amount to be raised Not Applicable 2.1
 Investment Strategy Direct property 2.2
 Investment Term Initial 7 years 3.1
 No cooling off period The Fund is not liquid 3.3
 Distributions Monthly 3.5
 Expected distributions (annualised) 7.00 cents per Unit to 30 June 2022** 6.3
 7.00 cents per Unit to 30 June 2023**
 Offer closing date 31 October 2021*** 2.1
 * As at the date on the front cover 21,900,000 Units in the Fund were on issue. Following completion of the Offer,
 it is expected there will be 117,500,000 Units on issue.
 ** Distributions are paid only out of funds from operations and realised proceeds of sale
 *** Unless the Offer is fully subscribed before this date or the Responsible Entity extends the date.

CONSIDERATIONS AND RISKS SECTION

Investment It is important that Investors understand the investment risks and considerations, 7
Risks which are highlighted in a separate section of this PDS. Investors will be subject to
 investment risks and benefits as if they were the owners of the Properties in their own
 right and had obtained non-recourse borrowing from a bank on similar terms to the
 Loan, secured by a mortgage over the Properties. There are also some risks associated
 with investing in the Properties through the Fund.

ASIC ASIC has issued Regulatory Guide 46 – Unlisted property schemes: Improving disclosure 10.1
Guidance for retail investors. The Fund meets the prescribed benchmarks and the PDS makes the
 required disclosures. Tabular guides are included to assist Investors.

FUND VEHICLE SECTION

The Fund The Fund was established on 26th July 2013, as an unregistered managed 3.1
 investment scheme. The Fund became a registered managed investment
 scheme on 27th April 2021.

Loan The Responsible Entity has received an offer for an interest-only finance facility from a major 2.10
 Australian bank, secured by first registered mortgages over the Properties.

Gearing The policy of the Responsible Entity is to maintain a Gearing Ratio of not more than 2.8
 55%, except when temporary financing is in use.

Interest The policy of the Responsible Entity is to maintain an Interest Cover Ratio of at least 2.9
Cover 2.75 times.

Valuation Valuation of properties is required in various circumstances as explained in the 3.11
 Valuation Policy.

Net The estimated Net Tangible Assets per Unit is in the Financial Information. 6.4
Tangible
Assets

02 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

INVESTMENT INTO THE FUND SECTION

Application minimum 20,000 Units unless the Responsible Entity consents to a lower number. 2.1

Applications Applications will be given priority in the order in which they are 3.3
 received. The Responsible Entity may reject any application in
 whole or in part.

Unit issue Units will be issued on the first Business Day of each calendar month in 3.2
 respect of each complete application received by close of business
 on the last Business Day of the previous month, provided the application
 is accompanied by Application Monies in cleared funds in the Application
 Monies Account.

No withdrawal As the Fund is investing in real estate assets for a fixed term, there 3.8
 is no ability to redeem Units in the first seven years.

No cooling-off As the Fund is not liquid, there is no cooling-off period. 3.3

7-year investment term The Fund is a long-term investment of seven years, with annual 3.1
 Limited Redemption Offers thereafter, subject to extension by the Unit
 holders or the Responsible Entity in accordance with the Constitution.

Voting rights All Units will have equal voting rights. 3.2

Distributions The Responsible Entity intends to make distributions on a monthly 3.5
 basis, to be paid on or about the 21st day of the following month.
 The holder of a Unit on the last day of a month is entitled to the distribution
 in respect of that Unit for the month. Distributions are paid only out of funds
 from operations and realised proceeds of sale.

Tax deferred amounts The Responsible Entity expects that 100% of the distribution 8.2
 for the period ending 30 June 2022 and for the year ending 30 June 2023
 will be tax deferred.

Superannuation funds It is intended that the Fund will be a widely held trust for the 10.4
 purposes of investment by superannuation funds and pension funds.
 Trustees should nevertheless seek their own advice to determine
 whether this Fund is suitable for a complying superannuation fund
 or pension fund.

MANAGEMENT OF THE FUND SECTION

Responsible Entity Fawkner Property Ltd 3.13.1

THE PROPERTIES SECTION

Properties • Mirrabooka Square Shopping Centre and Mirrabooka Plaza, Mirrabooka WA 4.2
 • BP service station and McDonalds, Caldermeade VIC 4.3
 • Liberty service station, Manoora QLD 4.4
 • Liberty service station, Swan Hill VIC 4.5
 • BP service station and Oporto Mayfield, NSW 4.6
 • Liberty service station, Dongara WA 4.7
 • Ampol service station and Carl’s Jnr, Kelso NSW 4.8

FEES AND COSTS SECTION

Fees are disclosed in a separate section of the PDS, in accordance with the Corporations Regulations, 5
as varied by ASIC. The annual cost of making an investment in the Properties through the Fund
(as opposed to owning the Properties directly) is estimated at 2.06% of the money invested. Expected
distributions at the top of this table are after all fees and costs have been paid.

 Please read the whole of this document

 P R O D U C T D I S C L O S U R E S T A T E M E N T 03

2. OFFER AND INVESTMENT STRATEGY

2.1 THE OFFER 2.6 TEMPORARY FINANCING
This PDS sets out the terms of an offer of Units in the Fund at a The Responsible Entity may issue debt by way of unsecured notes
price of $1.00 per Unit. The number of Units on offer is stated in to the Responsible Entity or an associate of the Responsible Entity,
the Key Features table (see 1 above). To minimise administration on a temporary basis, to ensure that the Fund is fully invested
costs to all Investors, unless the Responsible Entity consents to when Units are issued to Investors. Payment of interest on the
a lower amount, the minimum subscription is 20,000 Units per unsecured notes will take priority over payment of Distributions
Investor and thereafter in multiples of 5,000 Units. and repayment of the principal has priority over return of capital
 to Investors.
There is no minimum number of Units for which applications
must be received before the Units are issued. The Responsible Entity may also allow the LVR of the Loan to
 temporarily increase above 55%, utilising the Additional Bank
The Offer opened on the date on the front cover and closes Loan amount referred to in 2.10 below
on the Offer closing date shown in the Investment Overview
table (see 1 above), unless the Responsible Entity closes the 2.7 UNDERWRITING
Offer early or extends the Offer, which the Responsible Entity is The Responsible Entity has entered into an agreement with an
entitled to do without notice. underwriter (see section 9.3) to provide underwriting of up to the
 amount shown in the Key Features table (see 1 above) at any one
 time. The Responsible Entity may issue Underwriting Units to an
2.2 INVESTMENT OBJECTIVE underwriter or sub-underwriter on a temporary basis, to ensure
The investment objective of the Fund is: that the Fund is fully invested when Units are issued to Investors.

 • to build a portfolio of investment properties with a total Underwriting Units may be redeemed at face value in a
 purchase price of up to $300 million, geared to an LVR of redemption offer by the Responsible Entity and, once the Offer is
 not more than 55% (excluding temporary financing – see 2.6 fully subscribed, all Underwriting Units will have been redeemed.
 Temporary financing);
 The Underwriting Agreement provides for a fee to the underwriter
 • to produce adequate funds from operations to sustain a for establishing the Underwriting of 3% of the maximum
 distribution to Investors of not less than 7 cents per Unit per amount. The underwriter has agreed to waive over 85% of the
 annum, for at least the period to 30 June 2023; and establishment fee. The underwriter receives a distribution rate
 of 8% per annum, paid monthly, on underwriting Units on issue.
 • to hold the portfolio for a minimum of seven years from the
 date on the front cover of this PDS. The underwriter is a related party of the Responsible Entity.

The Responsible Entity intends to hold the Properties as long- 2.8 GEARING POLICY
term investments. The strategy is to hold the Properties without The Fund uses borrowed monies (see 2.10 below) to partly fund
adding any significant value through development activity. the acquisition of the Properties. This is known as Gearing.
Some real estate assets may be acquired under a Fund- through
Arrangement and these assets will be held as investments of Gearing increases the effect on the value of Units from positive
the Fund from completion. or negative changes in the capital value of the Properties and
 the effect on the income available for distribution of increases or
2.3 ADDITIONAL PROPERTIES decreases in the net income from the Properties. These effects
In addition to the Properties (see section 4.1 below) the are commonly referred to as “leverage” – the greater the amount
Responsible Entity may purchase additional Fuel and of borrowing, measured by the Gearing Ratio, the greater the
Convenience (see section 2.11 below) properties if this is in the leverage.
interests of Investors.
 The Gearing Ratio indicates the extent to which the Fund’s assets
2.4 PORTFOLIO DIVERSIFICATION are funded by interest-bearing liabilities. The Gearing Ratio gives
The Responsible Entity does not purport to provide broad an indication of the potential risks the Fund faces in terms of its
portfolio diversification under this Offer. Investors seeking level of borrowings due to, for example, an increase in interest
diversification in a commercial property portfolio should rates or a reduction in property values (see section 7 Risk Factors).
consider holding other investments in addition to Units in the
Fund. At the date on the front cover, the Gearing Ratio of the Fund
 was 28%. The policy of the Responsible Entity is that the Gearing,
2.5 PROPERTY DEVELOPMENT of the Fund, measured by the Gearing Ratio, should not exceed
 55%, except when temporary financing is in use (see section 2.6
The Fund does not accept significant development risk and
 Temporary financing). The Fund does not have off- balance sheet
does not set out to make development profits. The Fund may
 financing.
make progressive payments in purchasing a property under
construction under a Fund-through Arrangement, provided
development risk is borne by other parties.

04 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

2.9 INTEREST COVER POLICY 2.11 FUEL & CONVENIENCE SECTOR
The Fund uses borrowed monies to partly fund the acquisition of 2.11.1 SECTOR OUTLINE
the Properties. (The source of the information in this section is: IBISWorld,
 Fuel Retailing in Australia, Industry Report G4000, April 2021,
The Interest Cover Ratio (ICR) measures the ability of the Fund available at RMIT Library – IBISWorld has not consented to the
to service interest on debt from earnings. It is therefore a critical use of material from this report in this PDS)
indication of the financial health of the Fund and key to analysing
the sustainability and risks associated with the level of borrowing Firms in this industry sector of retail automotive fuel and related
in the Fund. products, typically at a service station, and may also include
 retail convenience store goods and provide services such as
It is the policy of the Responsible Entity to ensure that the ICR vehicle washing.
remains at or above 2.75 times.
 Revenue of the sector was $36 billion in the year 2020-21 and is
The income from the Properties would have to fall by more than expected to grow at 3.9% yearly to 2025-26. Customers exhibit
50% before the Fund would breach an ICR covenant of 1.75 times. an even spread across all ages of people of an age to hold a
 driver’s licence, with the spread by revenue as shown in the
2.10 LOAN following chart.
The Responsible Entity has received an offer from a major
Australian bank for an interest-only finance facility with a limit of
$156,214,498 for the purpose of acquiring the Properties which
includes temporary additional loan of $19,500,000 repayable People aged
within 12 months from the settlement of the Mirrabooka Property. 15 to 34
 34%

The initial LVR will be 62.8%. Upon repayment of the additional
finance, the loan will reduce to base loan amount of $136,714,498
with a Base LVR of 55%. The term of the facility expires in August
 People aged
2024. The value of the Properties would have to fall by 8.3% before 55 and over
the Fund would breach its LVR covenant of 60.0%, applying after 26%
 People aged
repayment of the temporary additional loan. 35 to 54
 40%
Interest payments to the lender must be made before distributions
can be paid to Investors and a lender has priority over Investors
in repayment of the Loan principal. The lender is not required to
consider the interests of Investors. Figure 1: Age of fuel & convenience customers by revenue

If, after the temporary finance is repaid, the LVR exceeds 55% Greater emphasis is being placed on the “convenience-store”
but does not exceed 60.0%, a review will be triggered. The aspect of operations, since the largest portion of profit for fuel
Responsible Entity expects that the LVR will not breach 55% retailers comes from non-fuel products. The COVID-19 outbreak
during the five-year term of the Loan. has increased demand for this product range.

The Loan has a minimum property finance interest coverage While demand for fuel is inelastic in the short term, over the
covenant of ‘1.75’ times. The Responsible Entity expects that the next five years the volume of fuel sales is projected to grow at
ICR will not be less than 3.0 times for the life of the Loan. a subdued rate, reinforcing the desirability of income from the
 convenience-store.
The Loan will initially have a floating base rate. As at the date
on the front cover of this PDS, the base rate was 0.08%, making In a competitive industry, fuel retailers are likely to focus
the total rate 2.38% (3.38% on any of the additional amount on customer convenience, site security and discount petrol
drawn down but not repaid). The Responsible Entity will monitor purchases.
interest rate markets and consider whether the base rate for
some or all of the Loan should be subject to hedging. The emphasis on convenience and site security requires CCTV
 and modern electronic payment systems for locations operating
Interest on the Loan is paid as it is accrued and is not capitalised. at night. This gives new sites an advantage.

 The main costs for the sector are purchases of fuel and
 convenience goods for sale, with rent amounting to only 2.3%
 of revenue.

 Barriers to entry in the fuel and convenience sector are high,
 due to the significant costs of establishing a retail site, including
 planning and environment approval, site acquisition costs, costs
 of construction of buildings and facilities, including monitoring
 systems.

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 P R O D U C T D I S C L O S U R E S T A T E M E N T 05

The sectorProduct Disclosure
 is moderately Statement
 concentrated, with 5 brands covering Drainage of above ground areas is designed to remove petroleum
half the market by revenue: products, litter and sediment before runoff enters the surrounding
 stormwater drainage system.

 The sector is moderately concentrated, with 5 brands There areModern
 other designservice
 features, such as overfillalso
 stations and spill
 have statistical inventory
 covering half the market by revenue: protectionreconciliation
 devices where analysis
 the tanks (SIRA)
 are filled,carried
 spill out by independent
 EG Group protection devices for the submersible transfer pumps
 11.1% consultants. SIRA reconciles deliveries and sales and can detect
 (STP) that pump the fuel to the bowsers, and spill
 leaks or pilferage.
 containment sumps under the bowsers themselves.
 Other Finally, the whole systemwith
 Compliance of underground tanks and lines
 leak prevention and detection measures and
 Ampol 65.6%
 is placedstormwater
 in a secondaryrunoff
 containment area,
 requirements to prevent
 is overseen by environment
 12%
 leaks migrating off site. Drainage of above ground areas
 protection authorities.
 is designed to remove petroleum products, litter and
 sediment before runoff enters the surrounding stormwater
 7-Eleven
 Stores
 drainage 2.11.3
 system.FAVOURED FUEL & CONVENIENCE PROPERTIES
 BP Target fuel and convenience properties should be attractively and
 6.5% Australia Modern service stations also have statistical inventory
 4.9% functionally designed new outlets, with high quality fuel systems
 reconciliation analysis (SIRA) carried out by independent
 andSIRA
 consultants. minimal capital
 reconciles expenditure
 deliveries requirements.
 and sales and can
 detect leaks or pilferage.
 Figure 2 - Brands by share of revenue An outlet should be managed by a significant operator who can
 Figure 2: Brands by share of revenue Compliance with leak prevention and detection measures
 create a compelling convenience offer.
 Euro Garages (EG Group) Australia purchased the and stormwater runoff requirements is overseen by
Euro GaragesWoolworths Caltex outlets
 (EG Group) Australia in purchased
 April 2019. the Caltex environment protection authorities.
 Woolworths A property should be subject to a long lease with fixed annual rent
 Australia has announced that it will transition
Caltex outlets in April 2019. Caltex Australia has announced2.9.3 its name that Favoured fuel & convenience
 increases above inflation properties
 to an operator with a sound business
 to Ampolitsover
it will transition namethe next three years.
 to Ampol over the next three years.
 Target fuel and convenience long
 model, generating run revenue
 properties should becommensurate with the level
 The 7-Eleven revenue share has been steadily attractively and functionally designed new outlets, with for:
 of rent. An outlet should be well located
 increasing over the ten years to 2019-20.
2.11.2 CLEAN FUEL RETAILING
 • fuel
 high quality systems and
 a growing minimal capital
 population expenditure
 or growing passing traffic;
 2.9.2 Clean fuel retailing •
 requirements. convenient and safe access and parking;
 An outlet•should
Prior to 1980, underground storage tanks (UST) were proximity to retail
 Prior to constructed
 1980, underground storageModern
 tanks (UST) wereare either be managed by facilities
 a significantoroperator
 quick service restaurants
predominantly of steel. tanks who can which
 create a generate
 compelling vehicular
 convenience traffic;
 offer.
 predominantly constructed of steel.
 tank Modern
 inside atanks are
double walled fibreglass or a steel
 either double walled fibreglass or a steel tank inside a
 fibreglass outer • commuters between a residential area and a major employment
 A property should be subject to a long lease with fixed
shell, with the space between electronically monitored for leaks hub;
 fibreglass outer shell, with the space between annual rent increases above inflation to an operator with a
(interstitial sensor).
 electronically monitored for leaks (interstitial sensor). •
 sound business a strategic commercial
 model, generating longtransport
 run revenueroute;
 •
 commensurate with the level of rent. An outlet should be and
 prominence and brand recognition;
“Lines” is“Lines” is the technical
 the technical term for termthe forpipes
 the pipes
 thatthat conveypetroleum
 convey • for:
 long-term underlying land value in an alternative use.
 well located
products petroleum
 from theproducts from the underground
 underground tanks to the tanks to the Modern
 bowser.
 bowser. Modern product lines are constructed
product lines are constructed of double walled fiberglass and of double • a growing population or growing passing traffic;
 walled fiberglass and the space is electronically monitored 2.11.4 FAWKNER FOUR PILLAR ACQUISITION MANDATE
the space is electronically monitored for leaks. • convenient and safe access and parking;
 for leaks. Fawkner Property
 • proximity to retail facilities orhas
 quickaservice
 strictrestaurants
 four pillar acquisition mandate for
 There are also leak detectors which monitor fluid pressure
There are also detectors which monitor fluid pressure and will which generate vehicular traffic; its Roadside Retail assets. Roadside Retail assets are typically brand
shut down andthewillline
 shutindown
 thethe line inofthea event
 event leak.of a leak. new or recently refurbished with long leases to Australia’s leading
 • commuters between a residential area and a major
 retailers and as a result have minimal contamination risk.
 employment hub;
 • prominence
 Fawkner andProperty
 brand recognition;
 has longand viewed high-quality service stations
 • long-term underlying land value in anas
 with ancillary offers such quick service
 alternative use. restaurants as recession
 resilient investments. These assets have high barriers to entry, high
 2.9.4 Due diligence costs, strong and long covenants to some of Australia’s
 replacement
 best retail
 The Responsible operators
 Entity applies a dueanddiligence
 inelastic demand
 screen to for petroleum products,
 potential day-to-day
 purchases which consumer
 quantifies:goods, convenience, and fast foods.
 • forecast populationthat
 To ensure growth;only assets that meet our high standards are
 • competing fuel andFawkner
 purchased, retail offers;categorises
 and sites into a strict four pillar policy:
 • • Local
 market rents forConvenience
 fuel and convenience centres.
 • Regional
 The Responsible Market Leader
 Entity also evaluates
 • Commuter Transient
 Figure 3 - Monitoring
Figure 3: Monitoring system for system
 fuelfor fuel storage
 storage
 (diagram courtesy of Dan Hoag, CommTank)
 and supply
 and supply • • Critical
 the location of theInfrastructure
 property as a site for the business
(diagram courtesy of Dan Hoag, CommTank) of the tenant;
 Fuel and Convenience retail assets offer historically long
There are other design features, such as overfill and spill leases, resilient performance and the added drawcard of future
protection devices where the tanks are filled, spill protection development potential, based on their prominent locations,
devices for the submersible transfer pumps (STP) that pump Fawkner Property assetsPageare| 7also prepared to meet changing
the fuel to the bowsers, and spill containment sumps under the consumer demands.
bowsers themselves.
 2.11.5 DUE DILIGENCE
Finally, the whole system of underground tanks and lines is placed The Responsible Entity applies a due diligence screen to potential
in a secondary containment area, to prevent leaks migrating off site. purchases which quantifies:
 • forecast population growth;
 • competing fuel and retail offers; and
 • market rents for fuel and convenience centres.

06 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

The Responsible Entity also evaluates 2.12.2 FAVOURED RETAIL PROPERTIES
• the location of the property as a site for the business of the The Responsible Entity looks for retail centres that have the
 tenant; following characteristics:
• the convenience of access to the property and • overall good design, limited internal mall space, good sight
 available parking areas; lines and plenty of parking, preferably at grade;
• the quality and utility of the design of the fuel and • good access to the surrounding streets and prominent
 convenience retail facilities; signage;
• the standard of construction and installations, including fuel • loading facilities that do not interfere with customer parking;
 infrastructure, hardstand areas and services; • long secure leases to anchor tenants;
• compliance with planning requirements, building code and • a number of specialty tenants that does not exceed the ability
 environmental constraints; of the anchor tenants to attract foot traffic to the centre; and
• the business model and track record of the operator; • a mix of specialty and non-discretionary tenancies that
• the current and likely income generation of the property. presents an attractive offer to residents in the catchment area.

The Responsible Entity carefully examines A retail centre should be well located:
• the title to the property, including easements, restrictions and • in a catchment area with attractive demographics;
 statutory agreements; • on a site with high visibility;
• lease arrangements, including guarantees and responsibility • for easy and comfortable access and parking; and
 for capital repairs and remediation of contamination; and • close to other community amenities and commercial
• property expenses and statutory outgoings. development.

2.12 CONVENIENCE ANCHORED SHOPPING CENTRES 2.12.3 DUE DILIGENCE
2.12.1 SECTOR OUTLINE The Responsible Entity applies a due diligence screen to potential
Retail centres in Australia, other than large format or bulky goods purchases of retail centres which quantifies:
centres are conventionally divided into three categories by size
 • forecast population growth in the primary and secondary
of centre and how the centre is “anchored”: catchment;
 • competing centres, including location, occupancy and market
• Neighbourhood centres are anchored by a supermarket, rent;
 most often Coles or Woolworths, that occupies almost half of
 • comparison of passing rents to market equivalents;
 the lettable floor area and include an average of 18.7 specialty
 • costs of mechanical and electrical services to the
 shops; common areas, as well as rates and taxes;
• Sub-regional centres are anchored by one or more
 • property expenses and statutory outgoings; and
 supermarkets, together with one or more discount department
 • capital expenditure to retain the attractiveness of the centre to
 stores, such as K-Mart or Big W, which together make up more retailers and their customers into the future.
 than half the lettable floor area, and include an average of
 64.6 specialty shops; and The Responsible Entity also evaluates:
• Regional centres are anchored by one or more department
 stores, such as David Jones or Myer, with multiple discount • the location of the centre for prominence and access;
 department stores and supermarkets, together making up • the design of the centre for retailing, including the suitability
 of the premises for the current and future businesses of the
 about half the lettable floor area, and include an average of
 anchor tenants, as well as for customer amenity and car park
 217.4 specialty shops.
 safety and convenience;
(The Responsible Entity is not considering acquiring a regional • the tenancy mix;
centre for the Fund.) • compliance with planning approvals and the building code,
 including fire prevention and safety and disability access, and
Department stores, discount department stores and amenity;
supermarkets, as anchor tenants have leases that generally • the business conditions and sales history for the anchor
require the payment of “turnover rent” in addition to the base tenants and specialty tenants; and
rent. Turnover rent becomes payable for a year when the annual
gross sales exceeds a specified threshold. Turnover rent is the
 • the history of rental growth and vacancies at the centre.

method by which the landlord receives increased rent from an The Responsible Entity carefully examines:
anchor tenant. Leases for anchor tenants are quite long, with
initial terms between 10 years and 20 years. • the title to the centre, including easements and restrictions;
 • lease arrangements, including compliance with retail tenancies
Specialty shop leases are shorter, generally 5 years to 7 years. legislation, restrictions on trading of other tenants and
Generally, these leases have annual increases which are either responsibility for common area expenses; and
a fixed percentage or linked to the consumer price index. Each • soundness of construction, presence of hazardous materials or
time the lease is extended, the rent is reviewed to the market rent. contamination, overall presentation of the improvements.
Specialty shop leases are almost certainly subject to legislation
governing landlord – tenant relationships, for example the Retail
Leases Act 2003 (Vic). The legislation governs such matters as
minimum lease terms, rent reviews, non-payment of land tax,
payment of operating expenses and disputes.

Generally, the smaller the tenancy, the greater the rent per
square metre. So, a discount department store of about 7,000
square metres may pay one-eighth of the rent per square metre
of a take-away food shop of, perhaps 50 square metres. Please read the whole of this document

 P R O D U C T D I S C L O S U R E S T A T E M E N T 07

3. FUND

3.1 STRUCTURE OF THE FUND 3.2 UNITS
The Fund was established under the Constitution (see section The beneficial interests in the Fund are divided into Units, with
9.1), with the specific purpose of purchasing the Properties the following characteristics:
and one or more additional real estate assets.
 • once the full Unit purchase price of $1.00 has been paid, the
Fawkner Property Ltd is the Responsible Entity of the Fund. The holder of a Unit is not required to make any further payment
Responsible Entity can be removed, and a new Responsible in respect of the Fund to the Responsible Entity, a secured
Entity appointed by an Extraordinary Resolution of Investors. lender or other creditor or any other person (but see 9.1
The Fund is a registered managed investment scheme, within Constitution);
the meaning of Chapter 5C of the Corporations Act. • in a poll of Investors, each Unit carries an equal voting
 entitlement;
The Responsible Entity can amend the Constitution if the • all Units are entitled to an equal share of the income and
amendments do not adversely affect the rights of Investors. assets of the Fund (but see 2.7 Underwriting);
Otherwise, the consent of Investors is required in a Special • Units are not intended to be listed on the Australian
Resolution. Securities Exchange or any other exchange; and
 • while there is no established market for Units, the
A copy of the Constitution is available from the Responsible Constitution allows for Units to be transferred to another
Entity, free of charge (see section 9.1 Constitution). Investor or other person, with the consent of the Responsible
 Entity.
The initial period of the Fund is seven years from the date
on the front cover of this PDS (see section 3.8, Review dates Units will be issued on the first day of each calendar month
and Exit Offers). The Fund may be terminated earlier by the in respect of each complete application received by close
Responsible Entity, if this action is in the best interest of of business on the last Business Day of the previous month,
Investors, or by Investors in an Extraordinary Resolution. There provided the application is accompanied by Application Monies
is no buy-back or redemption facility for the initial period of in cleared funds in the Application Monies Account.
seven years.
 There is no minimum amount to be raised under the Offer before
 Units are issued.

 3.3 APPLICATIONS FOR UNITS
 Responsible Entity
 Constitution Compliance
 Fawkner Property Ltd
 Funds are raised through Investor applications after Units
 Plan
 are made available for investment by the issue of this PDS.
 Applications will be dealt with in the order in which they are
 received. There will be no scaled back Unit issues except,
 perhaps, for the last application accepted.
 Bank Loan
 As the Fund invests in direct real estate and is not liquid, there is
 no cooling off period for Investors.

 The Responsible Entity has the absolute discretion to accept or
 Mortgages reject any application in whole or in part.

 3.4 APPLICATIONS MONIES HELD IN TRUST

 Properties
 The Applications Monies received will be held in the Application
 Monies Account until Units are issued.

 3.5 DISTRIBUTIONS
 Figure 4: Trust legal and operational structure The Responsible Entity intends to make monthly payments to
 Investors from the distributable income of the Fund. It is the
 policy of the Responsible Entity to make distributions only out
 of funds from operations and proceeds of assets sales. The
 Responsible Entity considers this to be a sustainable distribution
 practice at least until 30 June 2023.

 Distributions are expected to be 7.00 cents per Unit per annum
 to June 2022 and 7.00 cents per Unit per annum to June 2023
 (see section 6 Financial Information).

 By paying out less than the total funds from operations, the
 Responsible Entity can accumulate cash in the Fund as a defence
 against contingencies such as unforeseen capital works, tenant
 incentives and legal fees.

08 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

Distribution payments for a month are made approximately 21 If, within 20 Business Days of the Exit Offer, Investors holding
days after the end of that month. The holder of a Unit on the last 75% or more of the Units submit forms electing to sell some
day of a month is entitled to the distribution in respect of that or all of their Units, the Responsible Entity will proceed to
Unit for the month. terminate the Fund in accordance with the Constitution.

Distributions will be paid into the bank account nominated by If, within 20 Business Days of the Exit Offer, Investors holding
each Investor on the Application Form unless a change has less than 75% of the Units submit the form electing to sell
been notified in writing by the Investor. A form can be provided some or all of their Units, the Responsible Entity will:
by contacting the Resposible Entity (see inside front cover).
 • make an offer to existing Investors of the Units for sale at
The Responsible Entity must distribute an amount not less than the Exit Price; and
the taxable income of the Fund. (see section 8 Taxation) • if existing Investors do not offer to purchase all the
 Units for sale within 20 Business Days, make an offer to
3.6 LOAN-BACK OF DISTRIBUTIONS persons who are not existing Investors at the Exit Price.
If the Fund requires additional cash resources and the
Responsible Entity considers that it is in the best interests of If, within six months of the date of the Exit Offer, there are
all existing Investors to do so, the Responsible Entity may no remaining Units for sale, the Fund will continue for the
require some of the cash to which Investors are entitled to be period specified in the report accompanying the Exit Offer.
temporarily loaned back to the Fund on a pro rata basis without Otherwise, the Responsible Entity will proceed to terminate
interest, to protect the capital investment of all Investors. the Fund in accordance with the Constitution or sell assets to
 fund minority redemptions.
3.7 REDEMPTION AND TRANSFER OF UNITS
 At the end of the specified extension period (and any further
As the purpose of the Fund is to invest in real estate assets with extension period), the Responsible Entity will adopt a similar
limited liquidity, there is no withdrawal or redemption facility procedure.
until the end of the initial term of the Fund (see 3.8) and there is
no secondary market in which the Units can be traded. 3.9 LIMITED REDEMPTION OFFERS

Units may be transferred, subject to approval by the Responsible At the end of each year of any extension period which is not
Entity. Any transferee will be subject to identification procedures the last year of the extension period, the Responsible Entity
under the AML Requirements (see 10.10). A transfer form can intends to make a Limited Redemption Offer to redeem a
be conveniently obtained by contacting the Responsible Entity specified number of Units, being not more than 2.5% of the
(see inside front cover). Units on issue, at a specified price.

3.8 REVIEW DATES AND EXIT OFFERS The Limited Redemption Offer price will be the Fair Value of
 the Units on issue, determined by the Responsible Entity, in
There will be no opportunity to redeem Units in the initial 7-year accordance with the Constitution and the Unit Pricing Policy,
term of the Fund. On or about the 7th anniversary of the date after taking into account an independent valuation of the
on the front cover, the Responsible Entity will either give notice Properties and a valuation of the other assets of the Fund by
of termination of the Fund or make an Exit Offer in accordance the accountant or the auditor.
with clause 23 of the Constitution.
 Any Limited Redemption Offer will –
The Exit Offer will be dated and set out the right of each Investor
to elect to exit the Fund and the relevant obligations of the
Responsible Entity. The Exit Offer will state the Exit Price, being
 • be sent to all Investors;

the Fair Value of the Units determined by the Responsible Entity
 • specify the amount in dollars available to pay for
 redemptions;
in accordance with the Constitution, and be accompanied by:
 • specify the Fair Value of the Units and that this is the
 Limited Redemption Offer price;
• a report of the Responsible Entity setting out the investment
 • specify that the Offer will remain open for one calendar
 strategy and financial prospects of the Fund and a month (or a longer period in the discretion of the
 recommendation that the Fund be extended for a specified Responsible Entity) unless the Offer is cancelled by the
 period; and Responsible Entity, which it may do at any time;
• a form by which an Investor can elect to sell some or all of
 • invite redemption requests from Investors;
 the Units of that Investor at the Exit Price determined by the
 Responsible Entity in accordance with the Constitution.
 • specify that, if redemption requests received while the
 Offer is open exceed the amount available, the requests
 will be settled pro rata; and
If, within 20 Business Days of the Exit Offer, no Investor submits
a form electing to sell Units, the Fund will be extended for the
 • state that redemption requests will be settled within 21
 days of the closing of the Offer.
specified period recommended in the report accompanying the A copy of the Unit Pricing Policy is available free of
Exit Offer. charge on the website of the Responsible Entity or on
 request (see inside front cover).

 Please read the whole of this document

 P R O D U C T D I S C L O S U R E S T A T E M E N T 09

3.10 UNITS NOT LISTED 3.13.2 RESPONSIBLE ENTITY BOARD OF DIRECTORS
 The Responsible Entity has broad powers to undertake Owen Lennie MUP, BA, Dip Fin Mangt, Grad Dip App Fin & Inv,
 restructure proposals (see 9.1 Constitution). As at the date FAPI, FPIA, FCPA, FFin Executive Director
 on the front cover, the Responsible Entity has no intention of Owen has over 30 years’ direct involvement in property asset
 listing the Units on the ASX or any other exchange. management and investment management, being a qualified
 accountant, town planner and fund manager as well as an
 3.11 VALUATION POLICY associate professor at the University of Melbourne. Owen has
 The Responsible Entity will ensure that the Properties are been the managing director of two companies authorised to
 valued in accordance with the valuation policy. Under that operate property trusts and held several Victorian Government
 policy, an assessment by an independent expert Valuer is appointments, including chairman of the Building Advisory
 required: Council, inaugural chairman of the Planning Advisory Council
 and a director of the Urban and Regional Land Corporation.
 • before the contract for the purchase of a real estate asset
 is settled; David Turner, Executive Director
 • at least every three years thereafter; David is directly involved with the retention and recruitment
 • before any of the Properties is sold; before an Exit Offer of tenants across the property portfolio in addition to his
 occurs; and capacity as the Director of Property Management and
 • at any time where the Responsible Entity is of the opinion Leasing. David Turner has more than 25 years’ experience as
 that the fair value of a real estate asset in accordance a shopping centre manager of sub regional, neighbourhood
 with Accounting Standards may vary materially from the & bulky goods retail assets across 3 states of Australia. David
 carrying value. is also a licensed real estate agent, auctioneer and business
 broker and has been involved in several significant retail asset
 At the end of each financial year, each of the Properties sales and acquisitions.
 will be valued in accordance with Accounting Standards by
 the Responsible Entity if there is no current independent
 Mark Newman BEc, Non-executive Director
 valuation.
 Mark was a co-founder and a Director of K2 Asset Management.
 3.12 NO CERTIFICATES Mark was previously a senior fund manager with the Abu
 Dhabi Investment Authority, where he was responsible for
 The Responsible Entity is not required to issue a certificate of
 Asia ex Japan equity investments. Prior to this, Mark was a
 Unit holding to any Investor. However, the Responsible Entity
 Director with HSBC Asset Management Hong Kong, where
 must provide each Investor with a statement confirming the
 he was responsible for managing over USD 1 billion in Asia,
 Unit holding of that Investor according to the register of Unit
 and an Investment Manager at Wardley Investment Services
 holders, after first issuing the Units and at any later time on
 (Australia) Ltd.
 request from an Investor.
 Peter Rodwell, Non-executive Director
 3.13 FUND OPERATION AND MANAGEMENT
 Peter is the principal of private equity consulting firm Rodwell
 3.13.1 RESPONSIBLE ENTITY
 Consulting, based in Singapore. He is Executive Chairman of
 The Responsible Entity of the Fund is Fawkner Property Ltd, investment company Gong Cha Taiwan and a non-executive
 whose details appear inside the front cover. The Responsible director of the franchisor of Pizza Hut in Australia. Peter was
 Entity is a Melbourne-based boutique investment manager, previously a senior executive with McDonald’s Corporation
 specialising in management of investment-grade property. during his near 40-year career with the firm, where he was
 The directors of the Responsible Entity have previously President Greater Asia | Middle East | Pacific | Africa | Australia
 been responsible for initiating retail and wholesale property | New Zealand.
 syndicates with assets totalling $800 million. The executives
 of the Responsible Entity actively manage eleven investment
 syndicates comprising over 50 individual properties, valued
 at over $500 million.

 The Responsible Entity has a track record of success with
 regional properties – see section 4.2.11 LOCALisation Strategy.

10 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

00 6.1%

00
 4. THE PROPERTIES
 6.1%

00 7.0%

00 4.1 PORTFOLIO OVERVIEW
 6.3%
 PURCHASE
 PROPERTY PRICE SECTOR LOCATION
00
ce Summary
 6.8%
 Yield Roadside Retail
00 6.0%
 43 Yirrigan Drive & 22 Sudbury Rd, Mirrabooka $195,000,000 Convenience Anchored Centre WA 6061
00 6.1%
gon
 60
 Shopping
 6.4%
 Centre
 4465 South Gippsland Highway, Caldermeade $17,500,000 Fuel and Convenience VIC 3984
00 6.1% 35 Reservoir Road, Manoora *$6,500,000 Fuel and Convenience QLD 5414
00 7.0% 1-9 Nyah Road, Swan Hill *$6,016,260 Fuel and Convenience VIC 3585
Price
00 Yield

00
85,000 6.3%
 6.1%
 25 Maitland Road, Mayfield *$8,000,000 Fuel and Convenience NSW 2320

35,000 6.1%
 30291 Brand Highway, Dongara *$5,555,555 Fuel and Convenience WA 6525
00 6.8%
25,000 7.0% 214 Sydney Road, Kelso *$10,000,000 Fuel and Convenience NSW 2795
00 6.0%
aralgon
00,000 is*includes cost
 located in the
 6.3% of land
 Latrobe acquisition
 Valley andregion
 in the Gippsland progress payments to completion
 of Victoria.
 e largest town in Gippsland with in-excess of 20,000 in just its urban population.
60
75,000 6.4%
 6.8%

aralgon is
 they highest quality shopping centre in the catchment formed by the
00,000 6.0%
ity of Traralgon, Moe, Morwell and Churchill.
00
91,260 6.4%
 Shopping centre is anchored by Coles, K-Mart, The Reject Shop and McDonalds.
 MAJOR
 centre has a strong TENANT PORTION
 non-discretionary focus which aligns with Fawkner’s OF
 strict
00,000
 ntial service-based assets. Around 75% of the Net OperatingNET INCOME*
 income of the site is NSW
 non-discretionary based tenants. 7%
 QLD Fuel,
 BIG W 10.3% 3% Conveniece
 & QSR
 VIC
 9% 22%
 Kmart 10.3%
 Coles 9.6%
 Woolworths 8.3%
 Retail
 BP, McDonalds 6.2% WA
 81%
 78%

 ALDI 3.2%
 Others 52.1%
 *approximate Figure 5: Assets by Geographic Figure 6: Assets by Asset Type
 Composition

 MINI MAJORS:

 TRUST LEASE EXPIRY BY NET INCOME

 14,000,000
 E S S E N T I A L S E R V I C E S T R U S T N O 1 5

 12,000,000
 NET INCOME

 10,000,000

 8,000,000

 6,000,000

 4,000,000

 2,000,000

 FY 2021/22 FY 2022/23 FY 2023/24 FY 2024/25 FY 2025 and
 beyond
 YEAR EXPIRING

 Figure 7: Properties lease expiry profile by net income
 The Properties are 99% leased and the WALE, is 5.14 years as at 30 June 2021.

 Please read the whole of this document

 P R O D U C T D I S C L O S U R E S T A T E M E N T 11

4.2 Property Summary Roadside Retail
 THE SQUARE SHOPPING CENTRE AND MIRRABOOKA PLAZA, MIRRABOOKA WA

 Traralgon Shopping Centre
 Victoria

 The city of Traralgon is located in the Latrobe Valley in the Gippsland region of Victoria.
 Traralgonis the largest town in Gippsland with in-excess of 20,000 in just its urban population.

 Stockland Traralgon is they highest quality shopping centre in the catchment formed by the
 ‘networked city of Traralgon, Moe, Morwell and Churchill.

 The Traralgon Shopping centre is anchored by Coles, K-Mart, The Reject Shop and McDonalds.
 The shopping centre has a strong non-discretionary focus which aligns with Fawkner’s strict
 focus on essential service-based assets. Around 75% of the Net Operating income of the site is
 derived from non-discretionary based tenants.

 CENTRE MAP

 Figure 8: Map of Mirrabooka WA to Perth CBD

 Mirrabooka 4.2.1 Mirraboka
 Property Information

 4.2.2 LOCATION AND CATCHMENT
 The properties are located 12 kilometres north of the
 Perth Central Business District (CBD) in the suburb of
 43 Yirrigan Drive & 22 Sudbury Road,
 Mirrabooka, in the well-established City of Stirling.
 Address Mirrabooka WA 6061
 Sector Convenience Anchored Centre The Square, Mirrabooka (the Centre) is on 13.6-hectare
 Contract Price $195,000,000 site andS EisR anchored
 E S S E N T I A L V I C E S T R Uby
 S T leading
 N O 1 5 national retailers Coles,
 Valuation $195,000,000 Woolworths, ALDI, Kmart and Big W. The Centre is
 Transaction Purchase completed by personal services, food outlets, men’s and
 Anchor Tenants Kmart, Big W, Coles, Woolworths and ALDI women’s clothing and footwear, electronics, household
 Lease Expiry Multiple tenancies goods and other service retailers which reinforce the
 Centre’s role as the number one shopping destination in
 the trade area.

 4.2.3 CENTRE HISTORY
 The Square Mirrabooka was originally developed in 1979
 as the main shopping precinct for the rapidly going outer
 precinct of North Perth. Perron Crowe purchased the
 asset in 1989 and extended and refurbished the centre in
 1990 and 1999.

 In 2019, a new fresh food precinct was developed to
 enhance the fresh food offering, while strengthening the
 centre’s non-discretionary retail offer and its dominance
 within the trade area.

 Figure 9 – Mirrabooka Square in Mirrabooka WA

12 E S S E N T I A L S E R V I C E S T R U S T N O . 1 8

4.2.4 FEATURES OF THE PROPERTIES Founded in 1924, Woolworths today is Australia’s biggest
The Square, Mirrabooka supermarket chain with a market share of 33%, as of 2019.
 Woolworths is one of Australia’s largest retailers with $42bn
Comprising a total GLA of approximately 42,799 m², the centre has 5 in annual sales and 225,000 employees across 3,000 stores
major tenants, 7 mini-majors, 86 specialty shops and 8 kiosks, as well under various brands.
as 3 freestanding quick service restaurants, an Automasters service
centre and a car wash. Access to tenancies is easy and direct, with 4.2.8 BIG W
most shops having good exposure to passing pedestrian traffic. The
site won WA Shopping Centre of the Year Award in 2019 and was BIG W is an Australian chain of discount department stores,
ranked #8 Shopping Centre in Australia for MAT in Shopping Centre which was founded in regional New South Wales in 1964. The
News Little Guns awards in 2020. company is a division of Woolworths Group and, as at 2019,
 operated 182 stores, with around 22,000 employees across
The Centre is constructed on a single level and has over 2000 car Australia and Asia. BIG W stocks clothing, health and beauty,
parking spaces at grade. The Square is well placed to benefit from garden, pet items, books, DVDs, CDs, some furniture items,
the mixed-use development outlined in the City of Stirling’s Structure snack food and small electrical household appliances.
Plan for the precinct.
 4.2.9 ALDI
The moving annual sales revenue of the Centre is about $268 million. ALDI opened its first stores in 1913 and has established itself
 as one of the most reputable and awarded retailers in the
Mirrabooka Plaza international business market. Aldi now operates over 10,000
A freestanding medical centre known as ‘Mirrabooka Plaza’ sits stores worldwide.
adjacent to The Square Mirrabooka and is set across 974 sqm of GLA
and is leased to IPN Medical Centres until 2023. In Australia ALDI first opened its doors in 2001 and has built a
 presence of over 500 stores throughout NSW, ACT, VIC, QLD,
Entire Centre SA and WA. ALDI is now one of Australia’s top 10 retailers.
Car Bays 2,118 4.2.10 STRATEGIC ASSET MANAGEMENT PLAN
Lettable Area 41,825 m²
 As part of the initial due diligence for a site acquisition, the
Number of Tenants 5 Majors including 3 supermarkets, 7 mini-majors, Responsible Entity produces a strategic asset management
101 specialties, 12 non-retail & 4 other retail. plan to articulate how the property will be managed to the
 standard required by Fawkner Property Ltd (see 3.13.1),
4.2.5 KMART including a focus on community and local asset partnership
 and ownership.
Kmart Australia Limited (Kmart) is an international discount
department store brand owned by Wesfarmers Limited in Australia The advent of a new owner presents an opportunity for a fresh
(ASX:WES). There are currently over 230 stores in Australia and 25 in approach that will include effective measures to improve
New Zealand. connectivity with the local community and build the profile of
 the Centre in the wider City of Stirling area.
Kmart celebrated its 50th anniversary in Australia in April 2019,
having opened the first store in Burwood in Victoria in 1969. The Responsible Entity intends to apply some innovative
 branding concepts and a new strategic marketing plan. The
According to the Wesfarmers annual report, Kmart Australia Limited plan will show the way to establishing a refreshed shopping
is a wholly owned subsidiary of Wesfarmers Limited and is party to offer, enhancing the position of Centre at the peak the retail
a deed of cross guarantee with the parent company under which hierarchy of the catchment area, in the view of both retailers
each company party to the deed guarantees the debts of each other and their customers.
company party to the deed.
 4.2.11 LOCALISATION STRATEGY
4.2.6 COLES
 The Responsible Entity has a record of successful management
Coles Group Limited (ASX:COL) (Coles) is a leading Australian retailer of regional retail properties, and an ability to connect and
with over 2,500 retail outlets nationally. engage with regional communities. This record includes
 adding value through –
Coles traces its history back to the first variety store opened by G J
Coles in Smith Street Collingwood, Victoria, on 9th April 1914. • leasing to local businesses and franchisees;
 • promotion to local customers;
Coles was formerly owned by Wesfarmers Limited and listed as a • advertising in local media;
separate entity on 21 November 2018. The year to 30 June 2020 has • engagement with the local community; and
been the first full reporting year as an independent entity. • contracting locally –
 in locations as far apart as Warrnambool, Mirrabooka, Charters
According to the Coles annual report, Coles Supermarkets Australia Towers and Broken Hill.
Pty Ltd is a wholly owned subsidiary of Coles and is party to a deed
of cross guarantee with the parent company under which each The Responsible Entity has long understood how enhanced
company party to the deed guarantees the debts of each other community identification with a local retail centre is a platform
company party to the deed. for improved performance of the centre in all facets.

4.2.7 WOOLWORTHS The Responsible Entity has assessed that the current
Woolworths (ASX:WOW) is an Australian chain of supermarkets and management of the Centre is implementing measures
grocery stores owned by Woolworths Group. compatible with a: ”LOCALisation” strategy. This will be
 enhanced and deepened over time.

 Please read the whole of this document

 P R O D U C T D I S C L O S U R E S T A T E M E N T 13