Date: 11 March 2014 Title: Aspen Parks Property Fund

Transcription

Asp en Fun d s Man agem en t Lt d
ABN 48 104 322 278
Level 3, 129 St Geo r ges Tce
Per t h WA 6000
PO Bo x Z5025, St Geo r ges Tce
Per t h WA 6831
+ 61 8 9220 8400
+ 61 8 9225 7411
w w w w .asp en f un d s.co m .au
e f un d s@asp en gr o up .co m .au
T
F
Date: 11 March 2014
Title: Aspen Parks Property Fund - Fund Closure
The Aspen Parks Property Fund is currently closed to new applications.
If you have any queries, please do not hesitate to contact Aspen Investor Services on 1800 220 840.
Aspen Parks
Property Fund
Offer Document No.9
Constituting a Product Disclosure
Statement and Prospectus
Aspen Funds Management Limited (“AFM”) ABN 48 104 322 278 AFSL 227933
Aspen Parks Property Trust (“APPT”) ARSN 108 328 669
Aspen Parks Property Management Limited (“APPM”) ABN 91 096 790 331
Aspen Parks Property Fund Offer Document No.9
Important Notice and Disclaimer:
Offer Document
Performance Information
This Offer Document is a Product Disclosure Statement (“PDS”) and a
Prospectus. It is dated 4 November 2013 and no Securities will be issued on
the basis of this Offer Document later than 13 months after the date of this
Offer Document.
In considering the performance information set out in this Offer Document,
Investors should note that past performance is not a guarantee of future
performance.
The Offer Document relates to the offer of Stapled Securities in Aspen Parks
Property Fund (“Aspen Parks” or the “Fund”), each comprising one Unit in
APPT (issued by AFM as responsible entity of APPT) and one Share in APPM.
Up-to-Date Information
A copy of the Offer Document has been lodged with the Australian Securities
and Investments Commission which takes no responsibility for the contents
of this Offer Document. No person involved in producing this Offer Document
(including AFM, APPM, Aspen Group, its directors or advisers) guarantees the
performance of the Stapled Securities, the repayment of capital or income
returns.
This document may be accessed at www.aspenfunds.com.au/aspenparks.
If you receive this Offer Document electronically you should ensure that you
download and read the entire Offer Document. Applications for Stapled
Securities may only be made on the application form attached to this
Offer Document or in its electronic form as downloaded in its entirety from
www.aspenfunds.com.au/aspenparks. If an Investor who is an Australian
resident has received the document electronically, AFM will provide a
paper copy and attached application form free of charge upon request, by
telephoning freecall 1800 220 840 or emailing funds@aspengroup.com.au,
during the offer period.
The Offer made in this Offer Document is available only to persons receiving this
Offer Document within Australia (electronically or otherwise). Applications from
outside Australia will not be accepted. The distribution of this Offer Document
in jurisdictions outside Australia may be restricted by law and therefore persons
who come into possession of this document should seek advice and observe
any restrictions. Any failure to comply with these restrictions may constitute a
violation of those laws. This Offer Document does not constitute an offer of
Stapled Securities in any jurisdiction where, or to any person whom, it would
be unlawful to issue this Offer Document.
Exposure Period
The Corporations Act prohibits AFM and the directors of APPM from processing
applications for Stapled Securities in the seven day period after the date of
lodgement of this Offer Document with ASIC. This period may be extended
by ASIC for up to a further seven days. This period is an exposure period
to enable the Offer Document to be examined by market participants prior
to the issue of Stapled Securities. Applications received during the exposure
period will not be processed until after the expiry of the exposure period. No
preference will be given to applications received during the exposure period.
Disclaimer
Prior to deciding to invest, potential Investors should read this document in
its entirety and consider the risk factors that could affect the performance of
Aspen Parks. Prospective Investors should note the Offer Document has not
been prepared with the objectives, financial situation or particular needs of
any particular person or class of persons in mind. As such, AFM and APPM
recommend that prospective Investors obtain independent advice from an
appropriately qualified person(s) in relation to any proposed investment to be
made pursuant to this Offer Document.
As part of operating the parks, AFM and APPM must ensure compliance
with applicable occupational, health and safety standards and statutory
environmental requirements. Except as indicated above, AFM does not take
account of labour standards, environmental, social or ethical considerations in
selecting, retaining or realising investments for APPT.
Information contained in this Offer Document (and any supplementary Offer
Document) may change from time to time. If there is a material adverse
change, then, in accordance with the Corporations Act, a supplementary Offer
Document will be issued. Updated information that is not materially adverse
and any supplementary Offer Document will be published on the website at
www.aspenfunds.com.au/aspenparks and a paper copy will be provided free
of charge upon request by telephoning freecall 1800 220 840 or emailing
funds@aspengroup.com.au.
Continuous Disclosure
Regulatory Guide 198 “Unlisted disclosing entities: Continuous disclosure
obligations” allows AFM and APPM to publish material information on its
website in compliance with its continuous disclosure obligations under
section 675 of the Corporations Act. Continuous disclosure information is
available on Aspen Group’s website at www.aspenfunds.com.au/aspenparks
in accordance with ASIC’s good practice guidance set out in RG198. Paper
copies of this information will be provided on request. Investors should review
the information available on this website prior to making any decision to invest
in the Fund.
Master Trusts and Wrap Accounts
AFM and APPM authorise the use of this Offer Document as disclosure to
Investors who access Aspen Parks through an Investor Directed Portfolio
Service (IDPS) or IDPS-like scheme (known commonly as a master trust or
wrap account) or a nominee or custody service (together, these are referred to
as “Platforms”), and Investors may rely on this document.
People who invest in Aspen Parks through a master trust or wrap account do
not become direct Investors.
The operator or custodian of the master trust or wrap account will be recorded
as the Investor and will be the person who exercises the rights and receives
the benefits of an Investor, including any reports and documentation relating to
Aspen Parks. Investors utilising these services should be aware that different
fees and charges may apply, different arrangements for the application and
transfer of units, and different distribution calculations and timings may apply.
Investors should contact their adviser or the operator of the master trust or
wrap account with any queries relating to an investment in Aspen Parks using
these services.
Photographs
The photographs appearing in this Offer Document are for illustration purposes
only and do not necessarily represent assets of the Fund. The photograph on
the front cover is Maiden’s Inn Holiday Park.
Glossary
A glossary is provided in Section 11 which sets out the meaning of key terms
used in this Offer Document.
Aspen Parks
Property Fund
Key Features
>
Track record of income from a diversified mix of park
clientele and locations*
>
Income distributions historically paid monthly, and have
included a tax-deferred component*
>
Diverse park portfolio containing 23 properties across
Australia
>
Available to Platform Investors via the Aspen Parks
Wholesale Property Fund (ARSN 128 367 760)
*Investors should note that past performance is not a guarantee of future performance.
Boathaven Holiday Park
Page 1
Contents
Letter to Investors
3
Fund Summary
4
Section 1 Investment Overview
7
Section 2 Offer Details
15
Section 3 Investment Strategy
17
Section 4 Fund Portfolio
23
Section 5 Investment Considerations and Risks
25
Section 6 The Manager
29
Section 7 Financial Information
32
Section 8 Fees and Other Costs
37
Section 9 Additional Information
43
Section 10 Direct Debit Request Service Agreement
52
Section 11 Glossary
54
Section 12 Frequently Asked Questions
56
Section 13 Application Instructions and Forms
58
Page 2
Letter to Investors
It is my pleasure to invite you to participate in the ninth
offering of Stapled Securities in Aspen Parks.
Aspen Parks was established in July 2004 to invest in the
holiday and accommodation park industry, establishing a
portfolio of parks in attractive locations around Australia.
Aspen Parks’ current portfolio now stands at 23 properties
with gross assets of over $300 million.
The park industry was identified by Aspen Group as
having the hallmarks of a successful property investment
with its diverse locations, regular income streams and long term capital growth potential.
Aspen Parks was created to take advantage of an evolving industry which has grown into
providing multifaceted accommodation facilities for a range of different clientele, including
tourists, long-term occupants and mining personnel.
This ninth offer will enable you to invest in this unique sector, adding diversification to
your investment portfolio through a traditional property based investment. As with any
investment, I urge you to read this Offer Document thoroughly and consider both the
benefits and risks of the investment.
Should you require additional information about this Offer please discuss with your financial
adviser or AFM directly on 1800 220 840. I invite you to join over 3,000 existing Investors
by applying for Stapled Securities in the Fund.
Frank Zipfinger
Chairman
Page 3
Fund Summary
Feature
Details
Investment Objective
To own, develop and manage a portfolio of holiday and accommodation park properties,
providing regular monthly income distributions and the potential for long-term capital growth.
1.1
Structure
Aspen Parks Property Fund consists of Aspen Parks Property Trust (“APPT”) and Aspen Parks
Property Management Ltd (“APPM”) (together referred to as “Aspen Parks” or the “Fund”), with
Investors receiving one Unit in APPT and one Share in APPM, joined together to form a Stapled
Security in Aspen Parks.
1.2
Term of Investment
Aspen Parks is an open-ended investment and as such has no expiry date. However, the Fund
may undertake Withdrawal Offers and in addition, Aspen Group provides the Aspen Hardship
Facility (refer section 9.1.1).
2.6
Manager
The Manager of the Fund is Aspen Funds Management Ltd (AFM). AFM is a wholly owned
subsidiary of Aspen Group, an ASX listed property investment and management group
included in the S&P/ASX 300 Index. AFM is the holder of an Australian Financial Services
Licence issued by ASIC that allows it to act as the responsible entity of APPT.
6
Fund Investments
Aspen Parks owns a diversified portfolio of 23 park properties across Australia. The Fund may
change its portfolio through the acquisition of additional parks, continued development of
existing parks within its portfolio and the sale of existing parks, in order to enhance the Fund’s
income returns and growth potential.
3.4
The carrying values of all Fund assets are reviewed at least semi-annually and are subject to
independent valuations at least every three years on a rolling quarterly basis.
9.11
Amount to be Raised
As the Fund is open-ended, there is no minimum amount to be raised under this Offer
Document.
2.1
APIR Code
APZ0010AU
n/a
Minimum Investment
$10,000 per Investor, with additional investments to be made in $1,000 increments.
2.1
Issue of Stapled
Securities
Applications for new Stapled Securities will generally be processed on the day of receipt and
applicants will usually receive a transaction statement within seven Business Days.
2.1
Offer Opening and
Closing Dates
The Offer is expected to open for applications on 11 November 2013 and the closing date will
be at the discretion of the Manager, however no Securities will be issued more than 13 months
after the date of this Offer Document.
2.2
Use of Proceeds
Funds raised under this Offer Document may be used to repay borrowings, acquire Additional
Properties, further develop existing parks, or for working capital purposes, subject to meeting
requirements of the Withdrawal Offers.
2.1, 1.13
Application Price
The Application Price is determined in accordance with the Constitution of APPT. It reflects the
Net Asset Value of the Fund, inclusive of accrued income, plus applicable transaction costs,
divided by the number of Securities on issue. The Application Price is determined on a daily
basis, and published on the Aspen Funds website: www.aspenfunds.com.au/aspenparks.
2.4
Distributions
Income distributions have historically been paid to Securityholders on a monthly basis, at the
end of the following month. Investors should note that past performance is not a guarantee of
future performance.
1.8
Distributions will be paid to a nominated bank account, or can be reinvested in the Fund, at
the Investor’s election.
Page 4
Section
Reference
Feature
Details
Taxation
Distributions generally include a tax-deferred component.
Section
Reference
7.6
Securityholders will receive a financial year end statement advising them of the level of tax
deferral.
Risks
As with any investment, there are risks associated with an investment in the Fund. These
should be considered by Investors prior to submitting an application. The Manager has
identified some of these risks to include specific property risks such as competition, vacancy,
property valuations and property outgoings, financial risks such as ability to repay or refinance
borrowings, changes in interest rates and tax laws and general investment risks.
5
Explanation of risks are set out in Section 5.
Fees
Fees and management costs are payable to the Manager for the ongoing operation of the
Fund and the acquisition, development, management and sale of Fund assets, as detailed in
Section 8.
8
Liquidity
Aspen Parks is not listed on any securities exchange. There is no guaranteed redemption of
Stapled Securities, however Investors may be able to exit their investment via the Withdrawal
Offers.
1.13
The Manager’s current policy is to provide annual Withdrawal Offers equivalent to 10% of the
annual capital inflows to the Fund in the previous calendar year.
Borrowings
In addition, Aspen Group offers the Aspen Hardship Facility for the benefit of Securityholders
who require withdrawal from the Fund due to financial hardship.
9.1.1
Aspen Parks may borrow to fund property acquisitions or capital improvements of particular
parks.
1.11, 9.5
The Fund’s policy is to maintain gearing in the range of 35%-45% over the long term. As at 30
June 2013, the gearing level of the Fund was 41.1% (net of cash: 36.3%).
Cooling Off Period
There is no cooling off period in relation to the issue of Stapled Securities under this Offer
Document. Therefore, as Stapled Securities are issued by the Manager, there will be no
obligation by the Manager to accept a request by an Investor to withdraw an application once
received.
2.7
Eligibility for
Superannuation
Funds
Superannuation funds may invest in the Fund, if permitted by the investment mandate of the
particular superannuation fund.
n/a
Platform Investors
Investors that wish to invest through a Platform may wish to contact their financial adviser
about investing in Aspen Parks Wholesale Property Fund (ARSN 128 367 760), which has
been established by the Manager specifically for Platforms and invests solely in the Fund. For
further information about Aspen Parks Wholesale Property Fund, please contact your financial
adviser or AFM directly.
n/a
Corporate
Governance
The Manager maintains a related party transactions policy and a conflict of interest policy.
9.6
The Manager has also established an Independent Advisory Committee (“IAC”) which
comprises two independent members and one executive member. The IAC considers related
party and conflict of interest matters.
Page 5
Ashley Gardens Big4 Holiday Village, Vic
Horseshoe Lagoon Holiday Park, NSW
Cooke Point Holiday Park, WA
Wallamba River, NSW
Ningaloo Reef Resort, wa
Page 6
Section 1
Investment Overview
The holiday and accommodation park industry has the hallmarks of a successful property
investment with its diverse locations and income streams with long-term capital growth
potential.
1.1.
1.2.
Fund Objective
The objective of Aspen Parks is to own, develop and
manage a portfolio of park properties to provide Investors
with regular monthly income distributions and the potential
for long-term capital growth.
The Fund has gross assets as at 30 June 2013 of $311
million. The Manager may expand the portfolio of properties
in the future, whilst maintaining gearing within the Fund’s
target range over the long term.
Since inception, Aspen Parks has paid a monthly income
distribution from the cashflows generated by the Fund’s
property portfolio. The Fund has undertaken a development
program across the portfolio, enhancing income levels
and assisting parks to further increase their potential as
modern accommodation and tourism facilities.
Stapled Security Structure
Aspen Parks consists of APPT and APPM, with Investors
receiving one Unit in APPT and one Share in APPM, joined
together to form a Stapled Security in Aspen Parks.
As outlined in the diagram below, APPT owns all freehold
parks which are then leased to APPM under individual
lease agreements. The resulting net income of APPT is
fully distributed to Investors.
APPM, or its subsidiaries, own all interests in leasehold
parks and manage all freehold and leasehold park
operations. APPM therefore undertakes the business of a
park operator.
The net profit of APPM may be distributed to Investors or
may be retained to fund future capital expenditure on park
assets, reduce debt or to fund the purchase of Additional
Properties in line with Aspen Parks’ investment strategy.
Investors
(Securityholders)
APPT
(Units)
Aspen Parks
Property Fund
(Stapled Security)
Freehold park assets
APPM
(Shares)
Leasehold park assets
(and controlled entities)
Park management
Responsible Entity
Aspen Funds
Management Ltd
(The Manager)
Funds Management
Agreement
Page 7
Section 1
1.3.
Investment Overview continued
Fund Manager
The Fund Manager of Aspen Parks is AFM. AFM is a wholly
owned subsidiary of Aspen Group, an ASX listed national
property investment and management group included in
the S&P/ASX 300 Index. AFM is the holder of an Australian
Financial Services Licence issued by ASIC and acts as the
responsible entity of APPT.
Further information on Aspen and the Manager is provided
in Section 6.
1.4.
Risks
As with any investment there are risks associated with an
investment in Aspen Parks. Please refer to Section 5 for a
discussion of specific and general risks associated with an
investment in Aspen Parks.
> Cost-Effective Development: The development of
an accommodation park is typically more cost effective
than traditional tourist accommodation. The use of offsite construction (for cabins and chalets) over other
development methods typically results in less disruption
to normal park operations, increased flexibility, shorter
lead times and lower costs than other more traditional
forms of construction.
> Industry Consolidation: With approximately 1,600
registered caravan parks in Australia, there is the
potential for greater industry consolidation, which may
lend to more professional asset management.
1.6.
Diversified Portfolio
Holiday and Accommodation Parks
Property Sector
An attribute of successful long term investment is
diversification. Aspen Parks has achieved diversification
in terms of geographic location, holiday seasons, type of
clientele and length of occupancy.
Holiday and accommodation parks have changed from
basic caravan parks into multifaceted accommodation
facilities, enabling Investors to take advantage of the
opportunities in this sector. Some of the key advantages
of the sector identified by AFM are as follows:
Geographically, Aspen Parks owns properties in Western
Australia, Victoria, New South Wales and South Australia.
This geographical distribution may reduce the volatility
associated with seasonal variations in tourist income and
the mining investment cycle.
> Valuable Land Asset: Most holiday parks have been
developed with tourists in mind and are generally
located in attractive waterfront positions, popular
tourist regions or within close proximity to a town
centre. This not only attracts visitors to the park but
may also provide Investors with additional long term
value through potential alternative use of the property.
The portfolio includes accommodation for a variety of
clientele from short stay tourists to permanent park
residents (who are mainly retirees). It also provides facilities
for itinerant workers generally involved in the resources
sector on a medium to long term basis. This diversification
across occupancy types may reduce income volatility in
the Fund.
Aspen Parks offers a range of accommodation options,
including budget backpackers’ facilities, caravan and
camping sites, permanent caravans and cabins, units and
luxurious beachfront accommodation. This widens the
target market from which Aspen Parks can draw visitors
and permanent occupants.
1.5.
Some of the accommodation parks are also in close
proximity to major resource projects which enables the
Fund to service the demand for accommodation from
this sector. Note that in a number of cases, parks are
held on leasehold title only.
> Varied Income Streams: The change in the parks
sector over recent years has resulted in a broad range
of clientele and diverse income streams. A portion of the
income tends to be counter cyclical as holiday makers
tend to favour affordable holidays during economic
downturns.
Page 8
Section 4 provides a breakdown of the types of
accommodation in the portfolio.
1.7.
Past Performance
This is illustrated in the chart below of total returns and
volatility of total returns of major asset classes over the nine
year period to 31 August 2013. This highlights that Aspen
Parks has provided a higher total return with moderate
volatility relative to other major asset classes.
The financial performance of the Fund for varying periods
to 31 August 2013, is shown in the following table:
1 year
3 years
(p.a.)
5 years
(p.a.)
Since
inception
(p.a.)
8.65%
10.39%
9.47%
10.80%
Capital growth
(14.97%)
(2.37%)
(3.69%)
0.03%
Total return
(6.32%)
8.01%
5.78%
10.83%
Income distributions
Investors should note that the Fund’s returns in Chart 2
are after management fees but before consideration of
transaction costs.
Investors should note that past performance is not
a guarantee of future performance, and as with any
investment, there are risks associated with an investment
in Aspen Parks. Refer to Section 5 for Investment
Considerations and Risks.
The figures in the table above are based on the Net Asset Value per
Stapled Security as at 30 June 2013, being the end of the relevant
period. A full history of Net Asset Values can be obtained from the Fund
website, www.aspenfunds.com.au/aspenparks.
Chart 2 Total Return and Volatility
June 2004 to August 2013
The investment performance of Aspen Parks has been
robust relative to other major asset classes, with an
Aspen offers a broad rin
ange Aspen
of accommodation options, including budget backpackers’ facilities, investment
Parks
out-performing
major
asset
caravan and camping sites, permanent caravans and cabins, units and luxurious beachfront classes since
its tinception
2004.
accommodation. This widens he target market in
from which Aspen Parks can draw visitors and permanent occupants. This is illustrated in the following chart of cumulative returns
(both income and capital growth) achieved through an
1.7. Past Performance in Aspen
Parks
major
asset
over
Tinvestment
he investment performance of Aspen Parks has and
been robust relative to other classes
major asset classes, with investment in Aspen major asset classes since its inception in 2004. thean nine
years
toParks 31out-‐performing August 2013.
Section 4 provides a breakdown of the types of accommodation in the portfolio. This is illustrated by Chart 1 on page [X ]showing cumulative returns (both income and capital growth) achieved through an investment in Aspen Parks and major asset classes over the nine years to 30 June 2013. Chart 1 Cumulative Returns
June 2004 to August 2013
Source:should Atchison
Consultants.
Investors note that past performance is not a guarantee of future performance, and as with any investment, there are risks associated with an investment in Aspen Parks. Refer to Section 5 for Investment Considerations and Risks. 1.8.
istributions 1.8.Income DIncome
Distributions
The regular cash flow provided by Aspen Parks’ current portfolio has enabled the Fund to distribute income on a monthly basis since inception of the Fund in 2004. The distribution paid for August 2013 represents an annualised distribution rate of 7.40 cents per Security per annum. Please note that past performance is not a guarantee of future performance. Source:
Atchison
Total compound pre-‐tax aConsultants.
verage return of 10.8% p.a. (includes distributions and capital growth) since inception to [31 August 2013]. Note that past performance is not a guarantee of future performance. Furthermore, the volatility of returns (one measure of risk)
generated by an investment in Aspen Parks has been
moderate
relative
investment
return
achieved.
This is illustrated by Chart 2 on pto
age the
[X] which shows total returns and volatility of total returns of Furthermore, the volatility of returns (a measure of risk) generated by an investment in Aspen Parks has been moderate relative to the investment return achieved. It is generally regarded that the lower the volatility the lower the risk and therefore the lower the return. major asset classes over the nine year period to 30 June 2013. This highlights that Aspen Parks has provided a higher total return with moderate volatility relative to other major asset classes, particularly when compared with assets such as listed Australian and overseas shares and listed property. Since inception, Aspen Parks has paid a monthly income
distribution from the cashflows generated by the Fund’s
Where there is sportfolio.
urplus income after payment of distributions, paid
the remainder is retained to e2013
ither property
The
distribution
for August
fund future capital expenditure, reduce debt or to fund the purchase of Additional Properties. It represents
an
annualised
distribution
rate
of
7.4
cents
per
may, in future, also be used to pay franked dividends. Security
Please
note
past
performance
Since inception, per
the Mannum.
anager has maintained a policy of othat
nly paying distributions from cash from is
operations. ASIC Regulatory Guide 46 contains a benchmark that requires an unlisted property not a guarantee of future performance. Investors should
scheme to only pay income distributions from its cash from operations (excluding borrowings). The Manager eets this benchmark. note mthat
the
Manager has the right to stop or vary
The Manager believes at
that any
the current distribution policy is sustainable over the coming 12 months, distributions
time.
however Investors should note that the Manager has the right to stop or vary distributions if it considers this to be in the best interests of the Fund and its Investors. Any income that is retained and not distributed in a current
year may be used to fund capital expenditure, working
capital, reduce debt, retained for future distributions or to
The reinvestment price will be determined in accordance with the Stapled Security Pricing Policy of fund
the Fund. the purchase of Additional Properties.
Income distributions have historically been paid to Securityholders on a monthly basis, at the end of the following month. Income distributions are made to the Securityholder’s nominated bank account, or can be reinvested in the Fund at the Investor’s election. 1.9. Tax Deferred Income Tax deferred components arise from allowable taxation deductions for depreciation of buildings and capital raising costs. Tax deferred amounts, when received, are not assessable to the Securityholder, however will result in a reduction to the cost base of the Investor’s Securities in Aspen Parks. As Page 9
Section 1
Since inception, the Manager has maintained a practice of only paying distributions from cash from operations (cash from
operations may include cash from the current financial period in which the distribution is paid and cash from operations
retained from prior financial periods). ASIC Regulatory Guide 46 contains a benchmark that requires an unlisted property
scheme to only pay income distributions from its cash from operations (excluding borrowings). The Manager meets this
benchmark.
Income distributions have historically been paid to Securityholders on a monthly basis, at the end of the following month.
Income distributions can be paid to the Securityholder’s nominated bank account, or can be reinvested in the Fund at
the Securityholder’s election.
The reinvestment price will be determined in accordance with the Stapled Security Pricing Policy of the Fund.
1.9.
Tax Deferred Income
Tax deferred components arise from allowable taxation deductions for depreciation of buildings and capital raising costs.
Tax deferred amounts, when received, are not assessable income to the Investor, but will result in a reduction to the
cost base of the Investor’s Securities in Aspen Parks. As each individual Investor pays tax according to their own
circumstances, the tax advantages of tax deferred components will vary. See Section 7.6 for further details on tax
deferred distributions.
Income distributions to date have included a tax deferred component, which has ranged from 48.4% to 100% over the
nine year life of the Fund. The tax deferred component for the 2013 financial year was 76.7%.
Equivalent Non Tax Deferred Distribution
Marginal Tax Rate
15.0%
19.0%
32.5%
37.0%
45.0%
Distribution Return (refer Section 1.8)
7.10%
7.10%
7.10%
7.10%
7.10%
Tax Deferred Component
76.7%
76.7%
76.7%
76.7%
76.7%
Equivalent Pre-Tax Distribution Return tax (without deferral)
8.1%
8.4%
9.7%
10.3%
11.6%
1
2
Notes:
1. Based on an Application Price (ex-distribution) of $1.0472 at 1 September 2013 and annualised distribution level of 7.40 cents per annum per
Stapled Security based on the August 2013 distribution.
2. The tax deferred components are based on the 76.7% tax deferral in the 2013 financial year and may vary in subsequent years. Tax deferred
components result in a reduction of the cost base of an Investor’s Securities in the Fund, which may result in increased future tax costs due to
higher capital gains when the Securities are realised.
The impact of tax deferred components increases effective pre-tax distribution returns. The table above shows the
equivalent pre-tax distribution return required on an alternate investment for a variety of tax rates based on the current
income yield (refer Section 1.8) assuming a tax deferred component of 76.7% for the year ended 30 June 2013.
Future distributions may also include a franked dividend from APPM, and therefore Investors may also receive the benefit
of imputation credits. However, historically, the Fund has not paid any franked distribution. Further details on taxation
matters are provided for Investors in Section 7.6 “Tax treatment of distributions by the Fund.”
Details of the actual tax components are provided to Securityholders in an annual taxation statement.
Investors should obtain independent advice on tax issues relating to their individual situation.
Page 10
1.10.
Capital Value
The Manager seeks to increase the value of the investment property portfolio through a number of mechanisms. These
mechanisms include:
• the acquisition of Additional Properties that meet the minimum earnings hurdle rate;
• growth in net earnings from Properties within the portfolio through increased occupancy and tariffs and/or reductions
in operating costs; and
• the creation of additional sites or increased accommodation within existing Properties where there is surplus land.
A change in capital value is reflected in a change in NTA per security of the Fund. NTA is generally calculated on a
monthly basis and is available on the Fund’s website.
A key factor in influencing the movement of NTA is any change in the valuation of individual properties within the
investment property portfolio. This may be as a result of undertaking an independent valuation, a directors’ valuation or
due to capital expenditure incurred at an individual property. The Fund’s valuation policy ensures that an independent
valuation is undertaken at least every three years or more frequently where the Manager considers it is warranted. More
information regarding the Valuation Policy is provided in section 9.11.
1.11.Gearing
The Fund may borrow under its bank facilities to fund property acquisitions and capital works.
Gearing is a measure of the level of debt funding used by an entity. The gearing ratio is calculated by dividing total interest
bearing liabilities by total assets.
A ratio of 0% indicates zero debt funding and a ratio of 100% indicates that an entity is entirely debt funded. Higher
gearing levels usually indicates a higher risk that the entity will become unable to adequately service its debt facilities, as
a highly geared entity has a lower buffer to rely upon in times of financial stress.
Borrowings undertaken by the Fund may fluctuate from time to time due to the level of property acquisitions or disposals,
equity raised, capital expenditure undertaken for the expansion of particular parks, and retained earnings. The Fund’s
Policy over the long term is to maintain a gearing level in the range of 35%-45%. As at 30 June 2013, the gearing level
was 41.1% (net of cash: 36.3%).
The Fund’s main debt facility, which matures in July 2015, is secured against the assets of the Fund and includes a
number of borrowing conditions. More details of the Fund’s debt facilities and borrowing conditions are provided in
Section 9.5.
1.12.
Interest Cover Ratio
Interest cover is a key indicator of financial health as it is a measure of how many times an entity’s earnings exceed the
entity’s interest expense. For interest cover, earnings are defined as EBITDA (earnings before interest, tax, depreciation
and amortisation) minus unrealised gains plus unrealised losses.
Generally, the higher the ratio, the easier it is for the entity to service its debt. The lower the interest cover ratio, the higher
the risk that the entity may be unable to adequately service its debt. An interest cover ratio of below 1.00 indicates that
an entity does not have sufficient earnings capacity to pay the interest on its finance facilities.
The Fund’s interest cover ratio borrowing condition is 1.75 times, with no interest being capitalised on the loan. The
Fund’s interest cover ratio for the year ended 30 June 2013 was 3.46 times and is compliant with this condition. This
means the Fund had 3.46 times more earnings than its interest expense.
Page 11
Section 1
1.13.Liquidity
Investors may be able to exit their investment via two mechanisms: Withdrawal Offers and the Aspen Hardship Facility.
It is the Manager’s current policy to provide an annual Withdrawal Offer funded by an allowance of a minimum of 10% of
the Fund’s new equity raised over the previous calendar year (“Withdrawal Allowance”). It is the Manager’s current policy
that the Offer would take place in the first quarter of the calendar year.
If a Withdrawal Offer is made the following is relevant:
• The Withdrawal Price is determined in accordance with the Constitution at the end of the Withdrawal Offer period and
may include an allowance for transaction costs (refer Section 8.2.3).
• Securityholders would be informed in writing of the Withdrawal Offer period, with a minimum of 28 days to submit
a request for withdrawal under the Withdrawal Offer, should Securityholders wish to exit the Fund. In accordance
with the Corporations Act, payments will be made under the Withdrawal Offer within 21 days of the close of the
Withdrawal Offer period.
• Where the amount of withdrawal requests exceeds the Withdrawal Allowance, the Manager would satisfy withdrawals
on a pro-rata basis, in accordance with the Corporations Act. The Manager may also elect to satisfy withdrawals at
a higher level, in accordance with the Corporations Act.
• If the amount of withdrawal requests exceeds the Withdrawal Allowance, the Manager may consider other liquidity
options, including but not limited to, the sale of assets as part of a separate Withdrawal Offer.
Aspen Group also provides a Hardship Facility for Securityholders. Aspen Group endeavour to assist Investors who
may urgently need to exit their investment. Hardship claims will be reviewed by the Compliance Manager in line with the
guidelines contained on the Fund website. www.aspenfunds.com.au/funds. Refer to Section 9.1.1.
1.14.
Net Tangible Assets
Net Tangible Asset (NTA) value gives Investors information about the value of the tangible or physical assets of the Fund
and is used for the purpose of calculating application and withdrawal prices. Refer Section 2.
The NTA may be affected by various factors, including fees and charges paid up-front for the purchase of properties,
costs associated with capital raising, fees paid to the Manager or other parties and movements in property values.
The Manager calculates the NTA of the Fund using the following formula:
NTA =
Net assets – intangible assets
+/– any other adjustments
Number of Securities in the Fund on issue
The Manager complies with all relevant accounting standards in determination of the NTA which was reported in the
audited financial report for 30 June 2013 at $1.0016 per Stapled Security.
1.15.
Substantial Securityholders
As at 1 October 2013, there were 162,386,978 Stapled Securities on issue. Substantial holdings were:
Aspen Parks Wholesale Property Fund (1)24.8%
Aspen Group Ltd
5.8%
Aspen Funds Management Ltd
3.1%
Aspen Select Property Fund
1.3%
(1) Aspen Funds Management Ltd is the responsible entity for this fund. However, it holds no beneficial interest in the fund.
Page 12
1.16.
ASIC Benchmarks and Disclosure Principles
In March 2012, ASIC issued the revised Regulatory Guide 46 “Unlisted Property Schemes – improving disclosure for
retail Investors” (RG46).
RG46 sets out benchmarks and disclosure principles which, if followed, ASIC believes will help Investors understand,
compare and assess unlisted property schemes such as the Fund.
Set out in the table following is each benchmark and disclosure principle specified by RG46, and the section reference
indicates the location of relevant information in this Offer Document that addresses these benchmarks and principles.
The ASIC benchmark and disclosure principles for the Fund are incorporated by reference into this Offer Document and
can be found on the website www.aspenfunds.com.au/aspenparks. A paper copy of this information can be provided
free of charge by contacting Aspen Investor Services on 1800 220 840.
Benchmark
Section Reference
1.
Gearing Policy - addresses the Fund’s policy on gearing at an individual credit facility
level.
1.11 and 9.5
2.
Interest Cover Policy - addresses the Fund’s policy on the level of interest cover at an
individual credit facility level.
1.12 and 9.5
3.
Interest Capitalisation - addresses whether the interest expense of the Fund is
capitalised.
1.12
4.
Valuation Policy - addresses the way in which valuations are carried out by the
Manager in relation to the Fund’s assets.
9.11
5.
Related Party Transactions - addresses the Manager’s policy on related party
transactions.
9.6
6.
Distribution Practices - addresses the Fund’s practices for paying distributions from
cash from operations available for distribution.
1.8
Disclosure Principles
Section Reference
1.
Gearing Ratio - indicates the extent to which the Fund’s assets are funded by interest
bearing liabilities.
Section 1.11
2.
Interest Cover - indicates the Fund’s ability to meet its interest payments from its
earnings.
1.12
3.
Scheme Borrowings - enables Investors to understand the financing risks associated
with the Fund.
1.11 and 9.5
4.
Portfolio Diversification - provides information on the composition of the Fund’s Section 3 and Section
investments and how diversified it is.
4
5.
Related Party Transactions - explains the approach the Manager takes to transactions
between the Fund and its related parties.
9.6
6.
Distribution Practices - explains how the Fund will fund distributions and enable
Investors to assess whether distributions are sustainable.
1.8
7.
Withdrawal Arrangements - explains the withdrawal arrangements relating to the
Fund.
1.13, 2.6 and 9.1.1
8.
Net Tangible Assets - addresses disclosure of the net tangible asset (NTA) backing
per Security of the Fund.
1.14
Page 13
Boathaven Holiday Park, VIC
Page 14
Section 2
Offer Details
Aspen Parks is a unique investment opportunity which has historically provided regular
monthly income distributions, potential to achieve long-term capital growth and diversification
within an investment portfolio.
2.1.
Offer to Investors
This Offer Document enables Investors to participate in the
ninth offer of Stapled Securities in Aspen Parks.
Funds raised under this Offer Document may be used to
repay borrowings, acquire Additional Properties, further
develop existing parks or for working capital purposes
whilst maintaining long term gearing levels in the range of
35% to 45% and meeting the requirements of Withdrawal
Offers.
Applications are invited from new Investors for a minimum
amount of $10,000. Existing Investors may add to their
existing investment in minimum incremental amounts
of $1,000. All application monies are payable in full on
application. Stapled Securities will be allotted at the
Application Price current on the day the application is
accepted. All applications must be made on the application
form attached to this Offer Document.
Investors will usually receive confirmation of investment
and a transaction statement within seven Business Days
of acceptance. As the Fund is established there is no
minimum amount that the Fund must raise.
2.2.
Opening and Closing Dates
The Offer Document is expected to open for applications
on 11 November 2013, following the seven day exposure
period after lodgement with ASIC. ASIC may extend this
period by a further seven days at their discretion, in which
case the opening date will be extended.
The closing date will be at the discretion of the Manager,
however no Securities will be issued more than 13 months
after the date of this Offer Document.
The Manager reserves the right to close the Offer and
suspend applications without notice at any time.
2.3.
Type of Investment
This is a long-term investment which has historically
paid monthly income distributions and has the potential
for long-term capital growth. Investors may include
individuals, self managed superannuation funds, corporate
superannuation funds and institutions.
Investors should consider obtaining independent advice
from an appropriately qualified adviser before making a
decision to invest in the Fund.
2.4.
Application Pricing
The Application Price for Stapled Securities will be the
price determined by the Manager, in accordance with the
Constitution, at the time an application is processed.
The price will generally be determined on a daily basis.
It reflects the Net Asset Value of the Fund, inclusive of
accrued income, plus applicable transaction costs, divided
by the number of Securities on issue. As at 1 September
2013, the Application Price (ex-distribution) was $1.0472,
which comprised a share price for APPM of $0.2197 and
a unit price for APPT of $0.8275. The Application Price of
a Stapled Security is comprised of amounts for a Share in
APPM and a Unit in APPT.
The Stapled Security Application Price will generally be
determined on a daily basis, in accordance with the Stapled
Security Pricing Policy, and is calculated to four decimal
places. The Stapled Security Pricing Policy outlines how
matters that may influence the price of Stapled Securities
are determined. A copy is available free of charge by calling
1800 220 840 or on the website.
The Application Price will normally fall at the end of each
distribution period as the accrued income component is
distributed to Investors.
Page 15
Section 2
2.5.
Offer Details continued
Withdrawal Pricing
The Withdrawal Price for Stapled Securities will be the
price determined by the Manager, in accordance with
the Constitution, at the time a withdrawal application is
processed, immediately following the end of a Withdrawal
Offer period.
The Stapled Security Withdrawal Price will be determined
in accordance with the Stapled Security Pricing Policy and
is calculated to four decimal places. The Stapled Security
Pricing Policy outlines how matters that may influence the
Withdrawal Price of Stapled Securities are determined. A
copy is available free of charge by calling 1800 220 840 or
on the website.
2.6.
Aspen Parks is an open ended investment and as such
has no expiry date.
The Manager’s current policy is to provide annual
Withdrawal Offers to Securityholders in the first quarter of
the calendar year. Refer Section 1.13.
2.7.
Page 16
No Cooling Off Period
There is no “cooling off” period in relation to the issue of
Stapled Securities under this Offer Document. Therefore,
as Stapled Securities are issued by the Manager, there will
be no obligation by the Manager to accept a request by an
Investor to withdraw an application once received.
Big4 Dubbo Parklands, NSW
Term of Investment
Section 3
Investment Strategy
Aspen Funds Management provides strategic asset management to ensure the assets of
the Fund are efficiently structured and well positioned to provide returns for the Fund and
Securityholders.
3.1.
Strategic Overview
Aspen Parks owns, develops and manages holiday
resorts and accommodation parks which provide regular
monthly income streams and the potential for long-term
capital growth through enhancing the amenity offered at
properties in the portfolio and active asset management.
The ability to maintain and grow the Fund’s income stream
is based upon a number of key opportunities identified by
the Manager, which potentially include the following:
> Industry benefits: being a leader in the consolidation
of what remains a fragmented industry by way
of corporate ownership, and the introduction of
professional development, corporate and hospitality
management, investment expertise, and cost-effective
development techniques;
> Market benefits: seek to capture and make available
to Investors the advantages of attractive land locations,
a growing industry and a diverse clientele base;
> Financial benefits: provide Investors with consistent,
tax deferred income distributions and potential longterm capital growth given the relatively low capital costs
of holiday parks, compared to accommodation of
“bricks-and-mortar” construction, providing the scope
for a relatively high return on capital;
> Branding benefits: targeting well located holiday
parks in strategic locations across Australia, gradually
building a network of parks and enhancing Aspen
Parks’ brand while realising the benefits of multi-site
efficiencies and cross selling.
3.2.
Multiple Income Streams
One of the key focuses for the Fund has been the creation
of diversified income streams. Aspen Parks has identified
several opportunities to derive income within the holiday
and accommodation parks sector, as follows:
> Tourist income: A large part of the Fund’s income
is derived from the traditional business of a holiday
park, made up of young families, holidaymakers and
retirees or ‘grey nomads’ staying in the Fund’s parks
for relatively short periods of time. The network of
Aspen Parks around Australia, provides significant
cross promotional opportunities. The Fund is also able
to generate income at ‘resort style’ properties from the
provision of food and beverage services.
A positive for the holiday park industry is the growth
in the production of caravans and other recreational
vehicles which has quadrupled since the early 1990’s
as seen in the following chart.
> Diversification benefits: through building a portfolio of
parks, reduce investment risk by achieving geographic
and clientele diversification within the portfolio, while
also providing Investors with an opportunity to add
further diversification to their investment portfolio; and
Page 17
Section 3
Investment Strategy continued
Recreational Vehicle production in Australia Recreational Vehicle production in Australia
25000 > Semi-Permanent Residents and Mining Personnel:
Historically, workers from the resources and other
related industries often need to be accommodated in
towns or remote areas where the availability of traditional
housing and hotel accommodation is restricted and
often very expensive. While the investment activity
during 2013 in the resources sector has slowed, the
location of some of Aspen Parks’ properties may allow
it to benefit from any future recovery in that sector.
20000 15000 10000 5000 0 3.3.
Source: Recreational Vehicle Manufacturers Association of Australia
Note: Figures for 1991 to 2003 are based on ABS registration data. Figures from 2004 onwards are Note:
forby 1992
2003including are based
onof ABS
registration
based on dFigures
ata provided RVMAA to
Members estimation units manufactured by ndata.
on-‐
Members 7%). Figures(approximately from 2004
onwards are based on data provided by RVMAA
Members
estimation
non-Members
One of tincluding
he key drivers of this growth of
for units
tourist manufactured
parks has been the rby
etiree population, traditionally a 7%).
significant contributor to the domestic tourism trade. As the baby boomer (approximately
generation moves into retirement, this trend in industry growth is expected to continue. The traditional caravan and camping market remains an important part of individual park income and in addition over recent years there has been a growing trend within the holiday park industry of higher occupancy and demand for cabin accommodation, particularly from the family market. This trend has potential to lead to income growth given the higher rates obtainable on a per night stay for a cabin as opposed to the traditional caravan or camping site. •
One of the key customer bases for tourist parks has
been the retiree population, traditionally a significant
contributor to the domestic tourism trade. The “baby
boomer” generation is now many years into retirement.
Holiday Homes (Annuals) and Permanent Residents: Annual leases are popular in many of This sector provides the Fund with a stable (more long
term) income source, while being less management
intensive than short term rentals.
Management Expertise
APPM is the operational manager of the Aspen Parks’
Properties, and has an experienced management
team which draws on in-depth industry and operational
expertise.
The management team actively operates the assets
of Aspen Parks with strategic direction provided by the
Manager on a day-to-day basis. APPM brings the following
benefits to the Fund which might not otherwise be available
to the operator of an independently owned holiday park:
• APPM employs general and regional managers with
the eastern states parks and enable holidaymakers to own a cabin in a park property with an The
traditional caravan and camping market remains
annual license over the site. The owner of an annual licence is able to occupy the cabin for extensive experience in the hospitality industry. They
up to 90 days per year. an
important
part of individual park income. In addition,
work in conjunction with the experienced marketing
Permanent park living is also growing in popularity, s an alternative for residents strend
eeking an over
recent
years,
there
has abeen
a growing
affordable community lifestyle, particularly in the over 45 age group. Park accommodation is team and individual park managers to develop
within
the
holiday
park tindustry
of higher
occupancy
priced very reasonably when compared o traditional housing. Furthermore, it often has the strategies to maximise park revenue;
advantage of being located ttractive beachfront or riverfront locations particularly
which might and
demand
forin acabin
accommodation,
otherwise be financially out of reach for many residents, and provides its residents with a from
family
market.
This trend has potential to lead • APPM has a dedicated marketing team to drive
secure athe
nd friendly ‘village style’ community. This income
sector provides the Fund w
ith a stable (more long term) income obtainable
source, while being less to
growth
given
the
higher
rates
on
marketing activities across the portfolio. Centralising
management intensive than short term rentals. a per night stay for a cabin as opposed to the traditional
the marketing function of a portfolio of parks provides
• Semi-‐Permanent Residents and Mining Personnel: While the investment activity in the caravan
or hcamping
site. of some of Aspen Parks’ properties may allow it to a wider range of marketing opportunities. Aspen Parks
resources sector as slowed the location also participates in promotional campaigns across all
• Holiday Homes (‘Annuals’) and Permanent
media – TV, radio, print and electronic, on a regional,
Residents: Annual leases are popular in many of the
state and national level and has capitalised on the
eastern states parks and enable holidaymakers to
growing use of website marketing and booking sites.
own a cabin in a park property with an annual license
Attendance at consumer and industry trade events
over the site. The owner of an annual licence is able to
assists to strengthen the relationships with consumers,
occupy the cabin for up to 90 days per year.
travel agents and travel wholesalers; and
Permanent park living is also growing in popularity,
• centralised services such as finance, purchasing and
as an alternative for residents seeking an affordable
human resources support.
community lifestyle, particularly in the over 45 age
group. Park accommodation is generally priced less
than traditional housing. Furthermore, it often has the
advantage of being located in attractive beachfront or
riverfront locations which might otherwise be financially
out of reach for many residents, and provides its
residents with a secure and friendly ‘village style’
community.
Page 18
3.4.
Investment Process
Aspen Parks then applies its professional management
teams, product and park design abilities and appropriate
capital investment to upgrade or enhance a property with
the expertise of the Manager’s development team. The
aim is to achieve higher occupancies and accommodation
rates than other resorts or parks in the same geographical
area through active marketing and management.
Aspen Parks’ investment strategy includes the potential to
acquire Additional Properties and redevelopment of existing
parks. Key areas to be targeted include attractive tourist
locations with high occupancy and sites with potential to
enhance the mix of permanent and tourist accommodation.
Properties with the potential for redevelopment or with
under-utilised land are also targeted given the ability to add
further income and capital growth to the Fund.
Acquisition Process
Where the Manager seeks to acquire Additional Properties
on behalf of Aspen Parks, a comprehensive evaluation
process is undertaken by the Manager and the Investment
Committee (see Section 6.2) and is subject to final approval
by the Board of Directors of AFM.
In addition, the Manager regularly reviews the Aspen Parks
portfolio to identify potential asset sale opportunities with a
view to increasing returns to Investors.
Maximising Value From Acquisitions
Each potential acquisition is evaluated by Aspen Parks’
experienced management team which draws on in-depth
industry and operational experience, and sophisticated
accounting and financial skills. The team undertakes a
rigorous due diligence process, including an assessment
of the impact of the acquisition on the Fund’s gearing and
capital management position, and the effect on the Fund’s
current earnings position.
The Manager has in place acquisition expertise to effect a
smooth transition of ownership of new properties.
This process is illustrated in the following diagram:
Step 1
Step 2
Step 3
Step 4
Identify premium
locations
Evaluate financial
information
Undertake
due diligence
Seek Board approval
and complete
acquisition
>Large land holding
>Proforma impact to
earnings
>Investment Committee
approval to proceed
>Independent Advisory
Committee review
>Established or
appropriately zoned
precinct
>Potential for
redevelopment or
re-positioning
>Synergies with
existing network
➧
>Optimal funding
structure
>Impact on gearing
➧
>Independent valuation
➧
>Financial review
>Formal submission to
Board for approval
>Independent building
condition reports
>Preparation and
signing of contracts
>Legal due diligence
>Settlement
>Site visits
Page 19
Section 3
Investment Strategy continued
Maximising Value From Developments
The Manager has in place a dedicated development team to review the development potential of each park and manage
any potential developments through to their completion.
Development Process
Where the Manager wishes to develop Properties on behalf of Aspen Parks, a comprehensive evaluation process is
undertaken by the Manager and is subject to investment committee approval and final approval by the Board of Directors
of AFM.
Each potential development is evaluated by the Manager’s management team which draws on in-depth industry,
development and operational experience, and sophisticated accounting and financial skills. The team undertakes a
rigorous due diligence process, including an assessment of the impact of the development on the Fund’s gearing and
capital management position, and the effect on the Fund’s current earnings position.
This process is illustrated in the following diagram:
Step 1
Step 2
Step 3
Step 4
Identify project
opportunities
Evaluate earnings
increase potential
Investment Committee
approval and due
diligence
Seek Board approval
and complete
development
>Review development
potential in existing
properties
>Assess occupancy
levels
>Potential to
increase tariffs
through improved
accommodation
>Assess strategic fit to
Fund objectives
➧
>Conduct market
studies and analysis
>Renew detailed
feasibility studies
>Formal submission to
Board for approval
>Analysis of
commercial, technical
and statutory
restraints
>Assess Fund’s capital
position and impact
on gearing
>Executive contracts
➧
>Establish preliminary
feasibility studies
>Review of authority
development
approvals
>Refer to contractors
for development cost
estimates
>Design schematic
layouts of
developments
>Review and approval
by Investment
Committee
Page 20
➧
>Manage project
developments to
estimated timeframe
Coogee Beach Holiday Park, WA
Page 21
19
18
17
20
14
16
15
7
8
1
6
21 22
23
4
3 2
13
12
11
Page 22
10
9
5
Section 4
Fund Portfolio
4.1.
Portfolio Summary
The portfolio as at the 30 June 2013 comprised 23 holiday and accommodation parks located throughout Australia.
A brief summary of the property portfolio and locations is set out below. Full descriptions of each park and updated
information about the Properties owned by the Fund can be obtained by contacting the Manager and are available on
the Aspen website. For details of the valuation policy of the Fund, refer to Section 9.11.
Property
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
Big 4 Dubbo Parklands
Horseshoe Lagoon
Maiden’s Inn
Shady River
Twofold Bay
Wallamba River
Myall Grove
Port Augusta BIG4
Ashley Gardens
Boathaven
Geelong Riverview
Golden River 2
Yarraby
Exmouth Cape
Monkey Mia Dolphin Resort
Ningaloo Reef Resort
Balmoral
Cooke Point
Kununurra Country Club 2
Pilbara
Coogee Beach
Perth Vineyards
Woodman Point
TOTAL
Location
Date of
Purchase
Tenure
Total Land
Area
Latest
Independent
Valuation date
Cap Rate
Latest
Independent
Valuation ($m)
Book
Value1
($m)
NSW
NSW
NSW
NSW
NSW
NSW
SA
SA
VIC
VIC
VIC
VIC
VIC
WA - Mid Coast
WA - Mid Coast
WA - Mid Coast
WA - North
WA - North
WA - North
WA - North
WA - Perth Metro
WA - Perth Metro
WA - Perth Metro
Jun-13
Apr-06
Nov-07
Nov-07
Jul-05
Nov-05
Oct-07
Apr-06
May-07
Nov-07
Nov-07
Nov-07
Oct-05
Oct-04
Dec-05
Jun-07
Jul-04
Jul-04
Jun-07
Jul-04
Jul-04
Jul-04
Jul-04
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold/Leasehold
Leasehold
Freehold
Freehold
Freehold
Leasehold
Freehold
Freehold/Leasehold
Leasehold
Freehold
Freehold
Leasehold
Freehold
Leasehold
4.1
13.3
15.4
10.7
6.7
7.7
8.7
5.1
7.9
5.1
2.6
2.5
9.4
8.3
9.1
1.8
6.3
3.1
2.8
5.7
4.1
9.6
7.9
Mar-13
Mar-12
Apr-11
Sep-12
Sep-11
Dec-11
Jul-13
Sep-11
Dec-12
Jul-12
Sep-11
Dec-12
Sep-12
Mar-13
Mar-13
Jun-13
Jun-13
Jun-13
Dec-11
Jun-13
Dec-11
Sep-12
Jun-13
10.7%
11.8%
11.8%
12.1%
12.7%
10.8%
16.0%
13.3%
11.1%
14.8%
22.0%
12.1%
12.5%
12.7%
12.3%
11.5%
13.0%
22.5%
11.9%
13.5%
21.6%
11.0%
12.8%
10.2
7.8
14.6
6.0
7.2
7.7
8.5
6.0
16.7
8.3
2.4
3.9
8.9
10.0
18.9
15.6
9.9
25.0
10.6
29.0
5.3
10.3
12.1
257.9
10.7
8.2
17.9
6.4
7.6
8.1
8.5
6.6
18.2
9.2
2.7
3.6
9.2
10.1
25.3
15.6
9.9
25.0
9.1
29.0
5.4
16.8
12.1
275.2 3
1. Book value per the 30 June 2013 audited APPF financial report and includes capital expenditure undertaken since the most recent independent
valuation date.
2. At 30 June 2013, these properties had been transferred to the Assets Held for Sale balance. The book value of Assets Held for Sale at 30 June
2013 was $17.0m, which included the Island Gateway property that was sold subsequent to 30 June 2013 and therefore has been excluded from
the table above. Refer to Section 7.2.
3. Please note the audited APPF 30 June 2013 financial report includes “Other” Investment Properties with a book value of $2.5m.
Page 23
Section 4
Fund Portfolio continued
Geographical Diversification
% of value
NSW
21%
WA-North
29%
Perth
Metro
11%
SA
6%
WA-Mid Coast
17%
Vic
16%
Sector Diversification
by revenue
Annuals/Permanents
16%
Mining
30%
Page 24
Tourist Sites by type
% of sites
Backpackers
4%
Tourist
54%
Annuals/Permanents
36%
Cabins/Chalets
27%
Caravan/
Camping 33%
Section 5
Investment Considerations
and Risks
All investments involve some degree of risk. An investment in Aspen Parks will involve the
usual risks of property ownership as well as risks particular to this investment structure.
Many risks cannot be controlled by the Manager, and may affect the future performance of
the Fund.
Other risks can be mitigated and the Manager will implement safeguards and controls to
reduce such risks as appropriate. Listed below are the principal risks an Investor should
consider before making an investment in Aspen Parks.
5.1.
Specific Property Risks
Competition
Competing parks, other tourist accommodation or
alternative permanent accommodation may be established
in close proximity to existing sites, or sites to be acquired.
This may have a negative impact on park patronage
which impacts on revenues and ultimately could result
in a decrease in both Fund distributions and the value of
Securities.
Vacancy Levels
Vacancy levels can have a direct impact on the Properties’
net income which in turn may impact on returns to
Investors.
Vacancy levels can be dependent on market conditions.
The downturn of construction in the mining sector in early
2013 resulted in higher vacancy rates in the Fund assets
servicing that sector. In addition, tourism income is variable
and vacancy levels are dependent upon various market
conditions and other risks outlined in this section.
There is a risk that tenants that have a long term lease will
not renew.
If vacancy levels are high, the value of a property is likely to
be negatively affected, which could result in a reduction in
the value of the Fund’s Stapled Securities.
Property Outgoings
Increases in the cost of managing the Properties may
impact negatively on the profitability of the parks which
could impact on the returns to Investors.
Portfolio Changes
The Fund may acquire Additional Properties, however there
is no guarantee that they will produce the same return on
investment as the current portfolio of parks. If Additional
Properties are acquired and they do not produce the same
or higher return on investment as other Properties in the
Fund, this may have a negative impact on the returns to
Investors.
The sales price realised on any properties sold may be
below book value. Should this situation arise, the value of
Securities will be negatively impacted.
Exposure to Resources Sector
Factors that may contribute to reduced activity in the
mining and resources sector, and subsequently reduce
demand for occupancy, include the level of investment in
new projects, falling commodity prices and the slow-down
of the international economic environment (in particular,
Australia’s main trading partners).
A reduction in the level of activity associated with mining
and resources projects (particularly in the north west of
WA) has, and any further reduction would have, an effect
upon occupancy levels in Aspen Parks’ properties which
primarily accommodate resource sector personnel.
Following the downturn of construction in the mining
sector in early 2013, it is likely that occupancy levels and
room rates for the properties owned by Aspen Parks
located in the north west of WA will remain lower than in
previous years, for an undetermined period of time. This
has resulted in reduced profits of the Fund, distributions
paid to Investors and the value of Stapled Securities.
Page 25
Section 5
Investment Considerations and Risks continued
Expansion/Development Returns
Fuel Prices
In relation to any expansion or development of existing
parks, anticipated increases in income and property
values may not be achieved or may take longer to achieve
than anticipated, which may result in reduced returns to
Investors and affect the value of Stapled Securities.
The level of fuel prices may have a significant effect on
the amount of road travel people undertake. Should fuel
prices increase significantly, this may negatively impact
park patronage and as a result may reduce park income
and returns to Investors.
Expansion/Development Approvals
Tenancy Default Risk
The planned expansion and development of existing parks
may require state or local government approvals. Should
these not be achieved, any anticipated increase in income
resulting from these activities may not eventuate, which
may result in reduced returns to Investors.
Some parks, particularly those that provide accommodation
to the mining sector, enter contracts for longer than normal
tourist tenancy periods. These contracts may represent
hundreds of thousands or even millions of dollars of
income. Should the tenants default on these contracts,
expected revenue may fall and may not be easily replaced.
Environmental
As some parks are located in cyclone affected areas, there
is a risk of damage and interruption to park operations
should a cyclone occur. Aspen Parks has risk management
measures and appropriate insurance in place to reduce
the impact of these events. Adverse or unusual weather
conditions such as extended drought or flood may also
influence the level of demand for parks. If any of these
events occur it may result in a reduction in the valuation of
the parks and the value of Stapled Securities. It may also
negatively impact the profits of the Fund and distributions
paid to Investors.
Management Risk
Properties are operated by a team of property professionals,
with extensive experience in the industry. Should (for
whatever reason) key personnel not be able to perform
their duties this may disrupt operations for a period of time.
This could result in lost income or additional costs and as
a result, may reduce returns to Investors.
Limited Alternative Use
Should the Properties become unviable to operate as a
tourist park, the land and facilities may not have alternative
uses that could derive the same level of income. This may
affect the value of the Properties and Stapled Securities
and impact on returns to Investors.
Leasehold Interest
The Fund does not own the freehold title to the Properties
marked “Leasehold” in the Tenure column on page 23.
Instead, the Fund leases these Properties from the owner
of the land. There is no guarantee that leasehold interests
will be renewed on existing terms (including the rent) or
at all at the expiry of current leases. This may result in the
reduction or loss of the Fund’s investment in the leasehold
and a reduction in the value of Stapled Securities and
returns to Investors.
Page 26
There is an existing default by a tenant at the Cooke Point
property. As at the date of this Offer Document this is the
subject of legal action to recover income from the tenant.
In the event that legal action is unsuccessful in recovering
amounts owed, this may have a material negative impact
on earnings and income distributions.
5.2.
Specific Financial Risks
Interest Rates
If interest rates rise, the Fund would be exposed to higher
interest costs on borrowings. Higher borrowing costs could
reduce returns to Investors. This risk can be reduced by
fixing the rate on borrowings. It is the Manager’s practice
that a portion of the borrowings has the interest rate fixed
(refer Section 9.5.1).
Borrowing Risk
Loan facilities are obtained for fixed periods of time. On
expiry of any loan facility the same terms as were initially
entered into may not be available. If refinance is not
available, Properties may need to be sold and there is a
risk that the sale price may be less than the book value of
the Properties. This could result in the reduction in value
of Securities. For further details on the Fund’s borrowing
facilities, refer Section 9.5.1.
Covenant Breach
The Fund’s loan facilities contain covenants, including
financial covenants such as LVR ratios and interest cover
ratio. Should these covenants be breached and not
remedied, the Fund would default on such loan facilities.
This may require the Fund to renegotiate its bank facilities
which could result in increased borrowing costs and
reduced returns to Investors. Failure to renegotiate the
facilities could result in the need to sell assets and may
result in a reduction in the value of Securities.
Changing Tax Laws
A change to the taxation laws reducing the deductibility of
depreciation for park homes may reduce the tax benefits
available to Investors. In addition, any other changes in
relation to direct or indirect taxes may have a detrimental
effect on the Investors’ tax position. It is recommended
that each Investor seek their own taxation advice in relation
to any investment in the Fund.
Liquidity
No ongoing redemption facility is offered to Investors and
no secondary market exists. Therefore, Investors may
be unable to liquidate their investments as and when
they require. However, the Manager’s current policy is to
provide Withdrawal Offers to Investors annually (refer to
Section 1.13), funded by the Withdrawal Allowance. There
is a risk that the Withdrawal Allowance will not be able
to meet all withdrawal requests, or that the Withdrawal
Allowance will be a lower amount than in previous years
and that the amount paid under the Withdrawal Offers will
be substantially lower than in previous years. Where the
amount of withdrawal requests exceeds the Withdrawal
Allowance, the Manager would satisfy withdrawals on
a pro-rata basis, in accordance with the Corporations
Act. The Manager may consider other liquidity options,
including but not limited to the sale of assets as part of a
separate Withdrawal Offer.
sell assets to repay the loan facilities. This may impact the
costs of the Fund and could result in the reduction in both
Fund distributions and the value of Securities.
A change of responsible entity may also result in the
loss of key management personnel, who have valuable
experience and knowledge of the Fund that could be lost if
such people did not transfer to the new responsible entity.
Solvency of Aspen Group
In the event that Aspen Group were to become insolvent
there is the risk of an impact on the Fund, potentially
reducing the level of equity inflows and increasing the level
of withdrawal requests from the Fund. In addition, there
may also be an impact on the ability of Aspen Group to
provide the Aspen Hardship Facility.
5.3.
General Investment Risks
Operation and Regulator Risks
The Manager is required to operate the Trust in accordance
with the Corporations Act and the conditions of its AFSL.
If the Manager fails to comply with these requirements it
may be forced to retire as responsible entity of the Trust
which may cause disruption to the operation of the Fund.
A majority of the Securityholders may pass a resolution
requiring the Manager to retire in which case a replacement
responsible entity for the Trust would need to be appointed.
Solvency of Responsible Entity
Market Conditions
In the event that AFM were to become insolvent there is
the risk that AFM would not be able to carry out its duties
as Responsible Entity under the Constitution of APPT and
as Manager under the Funds Management Agreement.
This would mean the Fund would need to appoint another
responsible entity or employ a replacement for the
management of its assets. This may impact the costs of the
Fund and may impact on Aspen Parks’ brand, potentially
reducing occupancy and inflow of new investment into
the Fund. This could result in the reduction in both Fund
distributions and the value of Stapled Securities.
A number of factors outside the Manager’s control may
have a significant impact on Aspen Parks, its performance
and the price of the Stapled Securities. These factors
include economic conditions in Australia and internationally,
changes in exchange rates, changes in fiscal, monetary
and regulatory policies such as inflation and interest rates,
attitudes to property as an investment class and general
market conditions. Investors should recognise that the
financial performance of Aspen Parks could be negatively
affected by any of the above factors, or any other factors
not so noted, which in turn may affect the value of Stapled
Securities and returns to Investors.
Replacement or Change of Responsible Entity
If AFM were to cease being responsible entity, as a result
of being insolvent or otherwise, it would trigger a right
of the Fund’s lender under the current loan agreement,
to review the ongoing availability of the loan facilities. If
the lender did not consent to the change of responsible
entity, the loan facilities provided by the lender may be
terminated and amounts owing become immediately due
and payable. This could require the Fund to immediately
find alternative financing on similar or different terms, or
Acts of War or Terrorism
Acts of war or terrorism may have a significant impact on
travel and as such may have a negative impact on tourism.
Alternatively, the negative impact on international tourism
may increase the level of domestic tourism by Australians
who have decided not to travel overseas. Any negative
impact on tourism generally may have a negative impact
on park patronage. This would result in a reduction in
income and ultimately would reduce returns to Investors.
Page 27
Horseshoe Lagoon Holiday Park, NSW
Page 28
Section 6
The Manager
6.1.
Aspen Funds Management Ltd
The manager of the Fund is AFM, a wholly owned
subsidiary of Aspen Group.
Aspen Group is an S&P/ASX 300 Index listed property
investment and management group formed in 2001.
Aspen Group’s expertise is in acquiring and managing
property assets, and developing and managing propertyrelated investment funds.
AFM is the holder of an Australian Financial Services
Licence (AFSL 227 933) issued by ASIC and acts as the
responsible entity of APPT.
AFM undertakes the role of manager for Aspen Parks
which encompasses acquisition of Properties, portfolio
management, capital raising and fund administration. In
addition AFM oversees the development and operations
of the Parks’ Properties.
6.2.
Corporate Governance
AFM is the Responsible Entity of the Trust. AFM has in
place a corporate governance framework to ensure the
Fund is managed in accordance with its Constitution and
the Corporations Act and to ensure proper administration
of the Trust. Components of AFM’s corporate governance
framework are listed below and represented in the diagram
following.
> AFM is independently monitored by a compliance
committee and a compliance manager which reports
to ASIC and an audit and risk committee;
>AFM has established an independent advisory
committee which comprises two independent
members and one executive member. The independent
advisory committee considers related party and conflict
of interest matters;
> The investment committee comprise key management
personnel who meet regularly to discuss investment
decisions and monitor performance;
> An audit committee which comprises board members
from AFM and APPM and reviews the yearly and half
yearly statutory financial report; and
> Due diligence committees are established to ensure a
strict process is adhered to in terms of Offer Document
production and acquisition of Additional Properties.
Investment
committee
➧
➧
➧
Audit and risk
committee
Compliance
committee
Independent
advisory
committee
➧
➧
Aspen Funds
Management
Due diligence
committee
Page 29
Section 6
6.3.
The Manager continued
The Directors
The Directors of AFM are:
Frank Zipfinger (Chairman)
Hugh Martin (Non Executive Director)
Clive Appleton (Non Executive Director)
Guy Farrands (Non Executive Director)
Clem Salwin (Managing Director)
The Directors of APPM are:
Reg Gillard (Non Executive Director)
Hugh Martin (Non Executive Director)
Clem Salwin (Managing Director)
Details of all Directors are as follows:
Frank Zipfinger LLB, LLM, B.Acc & B.Econ, MBA, MAICD
Mr Frank Zipfinger has over 30
years’ experience in the property
industry.
He was formerly a Partner in
the Property, Construction &
Environment practice of the Sydney
office of Mallesons Stephen Jaques
where he specialised in property
investment and development. Mr Zipfinger was also the
Chairman of Mallesons Stephen Jaques from 1 February
2005 until 30 June 2010. Prior to this appointment, Mr
Zipfinger completed over five years in various roles as a
Managing Partner with the firm.
Mr Zipfinger is a Member of the Australian Institute of
Company Directors. He is also a member of the Executive
Committee of the St Joseph’s College Indigenous Fund, a
member of the board of the Melbourne Business School
and President of the School’s Alumni Council, and a
director of the Australian Youth Orchestra.
Mr Zipfinger is Chairman of the Investor Representative
Committee of AMP Capital Wholesale Office Fund and
Chairman of the Investor Representative Committee of
AMP Capital Shopping Centre Fund.
Hugh Martin B.Bus, CPA, MAICD
Mr Martin has enjoyed a successful
career at Director and Senior
Executive level with over 30 years
experience in major institutions in
the property industry, internationally
and domestically.
He started his career as an
Accountant in South Africa before
relocating to Australia.
Mr Martin was formally an Executive Director of Lend
Lease Limited.
From 1997 to 2001, Mr Martin was Chief Executive Officer
of the joint venture between Mirvac and Lend Lease for the
development, construction and sale of the Olympic Village,
now known as the suburb of Newington in Sydney.
Mr Martin has previously held senior executive positions
as finance director of Baulderstone Hornibrook, director
of Property Investment with the State Authorities
Superannuation Board of NSW (now Dexus), Managing
Director of Leda Holdings, Chief General Manager of
Homebush Bay Development Corporation, General
Manager of Special Projects at Westfield Holdings Limited,
Project Director for Lend Lease Group; and National
General Manager for the Apartments Development Division
at Stockland Corporation.
Clive Appleton B.Ec, MBA, AMP, GradDip (Mktg), FAICD
Mr Appleton has had a successful
career in property and funds
management with over 30 years’
experience in some of Australia’s
leading retail property investment,
management and development
groups.
In 2005 Mr Appleton joined APN
Property Group as Managing Director.
From 1997 to 2004, Mr Appleton was the Managing
Director of the Gandel Group Pty Limited, one of Australia’s
leading retail property investment, management and
development groups.
Mr Appleton’s early career was spent with the Jennings
Group where, from 1986, he held senior executive roles
and was responsible for managing and developing the
Page 30
retail assets jointly owned by Jennings Properties Limited
(JPL) and Jennings Property and Investment Group. In
1990, following a restructure of JPL to become Centro
Properties Limited, Mr Appleton became Managing
Director of Centro where he was involved in the acquisition
and redevelopment of the Myer Brisbane Centre.
Mr Appleton is currently a non executive director of the
Gandel Group, Arrow International Group Limited, APN
Property Group Limited and Federation Centres.
Guy Farrands B.Ec, Grad. Dip. Man, FAPI
Mr Farrands has over 30 years’
experience in direct and listed
property markets both in Australia
and internationally and across
commercial,
retail,
industrial,
residential and retirement asset
classes. He was Managing Director
and Chief Executive Officer of GEO
Property Group (now VillaWorld
Group) between 2007 and 2011. Previously Mr Farrands
was Chief Executive Officer of Valad Property Group
between 2005 and 2007, departing prior to Valad’s
acquisition of Crownstone/Scarborough. Prior to that
Mr Farrands was Head of Corporate Development and
Investor Relations for Valad.
Mr Farrands’ former roles included Division Director of
the real estate division of Macquarie Bank’s Investment
Banking Group where he managed IPOs, equity raisings
and mergers and acquisitions, Associate Director and
joint head of property for Heine Management Limited and
Manager in the Investment Sales Department at Jones
Lang LaSalle.
Clem Salwin BA (Honours)
Mr Salwin has over 25 years’
experience across real estate
funds, investment, management,
development, investment banking
and corporate management.
He was most recently the Acting
CEO of Valad Property Group, the
ASX listed REIT, with operations
across Australia and Europe.
Prior to Valad, Mr Salwin was a real estate investment
banker with UBS, having been based both in Australia and
Japan. Before then, he was with Bankers Trust Australia,
responsible for real estate funds management.
Mr Salwin was appointed as Managing Director and Chief
Executive Officer of Aspen Group from 1 July 2013.
Reg Gillard BA FCPA, FAICD, JP
Mr Reg Gillard brings over 30 years’
experience in accounting and
corporate finance to the Board.
He has extensive experience
and significant expertise in the
evaluation and acquisition of
businesses requiring development
capital, initial public offerings, rights
issues and placements, together with ongoing funding,
corporate governance and compliance issues of listed
public companies.
Mr Gillard is a non executive director of APPM and
holds several other non-executive directorships of ASX
listed companies. He has developed close working
arrangements with a number of substantial Australian and
international investment funds and has been responsible
for, and involved with, the funding of several listed public
companies.
Mr Gillard is a Registered Company Auditor, Justice of the
Peace, a Fellow of the Certified Practicing Accountants of
Australia, a Fellow of the Australian Institute of Company
Directors and a Licensed Real Estate Agent.
Page 31
Section 7
Financial Information
The financial information in this Section is taken from the audited financial statements.
This information is for the consolidated entity comprising both APPM and APPT. Financial
information for APPM and APPT has not been provided separately on the basis that the
Shares in APPM and Units in APPT must be held together as Stapled Securities.
7.1.
Statement of Profit or Loss and Other Comprehensive Income
12 months to
30 June 2013
$ ‘000
12 months to
30 June 2012
$ ‘000
12 months to
30 June 2011
$ ‘000
75,153
82,986
77,522
(126)
(26)
39
Cost of sales
(25,649)
(25,233)
(23,846)
Gross Profit
49,377
57,727
53,715
Revenue from investment properties
Loss from sales of assets
Other Income
Net loss from fair value adjustment
Administration expenses
Employee benefits expense
Fund management fees
Acquisition cost written off
Net loss on sale property, plant and equipment
2,012
2,455
2,645
(30,197)
(4,341)
7,435
(1,782)
(2,130)
(1,909)
(22,700)
(23,876)
(21,940)
(4,680)
(5,699)
(5,347)
-
-
(1,526)
(570)
(435)
(69)
(8,626)
23,701
33,004
958
610
94
Financial expense
(6,536)
(8,681)
(10,173)
Net financing costs
(5,578)
(8,071)
(10,079)
Operating profit/(loss) before financing costs
Financial income
Net profit/(loss) before tax
(14,204)
15,630
22,925
Income tax expense
2,522
(1,157)
(2,739)
Net profit after tax
(11,682)
14,473
20,186
The table below represents a reconciliation of statutory net profit after tax to underlying profit after tax of the Fund.
Net Profit After Tax
Add / (less) recognition of fair value adjustment
of investment properties after tax
Acquisition costs written off after tax
Underlying profit / (loss) attributable to
ordinary Stapled Security holders
Distributions paid
Page 32
12 months to
30 June 2013
$ ‘000
(11,682)
28,588
12 months to
30 June 2012
$ ‘000
14,473
3,908
12 months to
30 June 2011
$ ‘000
20,186
(7,365)
16,906
18,381
1,068
13,889
17,341
14,375
11,777
7.2.
Statement of Financial Position
12 months to
30 June 2013
$ ‘000
12 months to
30 June 2012
$ ‘000
12 months to
30 June 2011
$ ‘000
23,218
4,731
276
886
17,015
284
46,410
27,756
4,579
1,304
1,023
34,662
4,280
7,319
1,521
1,081
14,201
264,996
264,996
311,406
275,188
275,188
309,850
273,412
273,412
287,613
Current Liabilities
Trade and other payables
Current Tax liability
Provisions
Interest bearing liabilities
Total Current Liabilities
15,415
1,087
476
16,977
9,600
898
1,299
1,356
13,153
8,598
651
1,013
1,255
11,517
Non-Current Liabilities
Interest bearing liabilities
Deferred tax liabilities
Total Non-Current Liabilities
Total Liabilities
127,476
5,582
133,058
150,035
112,982
7,768
120,750
133,903
126,488
7,343
133,831
145,348
Net Assets
161,371
175,947
142,265
Equity
Contributed equity
Accumulated profits/(losses)
Capital reserve
Total Equity
186,429
15,706
(40,764)
161,371
171,983
15,464
(11,499)
175,947
138,399
11,119*
(7,253)*
142,265
Current Assets
Cash and cash equivalents
Trade and other receivables
Current tax asset
Inventories
Assets classified as held for sale
Other
Total Current Assets
Non-Current Assets
Investment properties
Total Non-Current Assets
Total Assets
* These amounts are unaudited due to inclusion of the capital reserve account only occurring during the year ended 30 June 2013.
Page 33
Section 7
7.3.
Financial Information continued
Subsequent Events
Capital Raising
As at 30 June 2013, the APPF Offer Document No. 8 was
open to the public for subscription for Stapled Securities.
Subsequent to 30 June 2013 and up to but not including
the date of this Offer Document, additional subscriptions
under Offer Document No.8 of $1.5 million have been
received (unaudited).
every 3 years, or if a significant event occurs which could
potentially lead to a permanent decline in the value of the
investment property in the opinion of the directors.
The valuations are prepared by considering the aggregate
of the net annual rents receivable from the properties and,
when relevant, associated costs. A yield that reflects the
specific risks inherent in the net cash flows is then applied
to the net annual rentals to arrive at the property valuation.
Basis of Preparation
At reporting dates falling between the dates of independent
valuations, the Directors review the carrying values of the
Fund’s investment properties to be satisfied that, in their
opinion, they are not materially different to the fair values
at that date. Rental income from investment property is
accounted for as described in accounting policy (g).
The financial information is presented in Australian dollars.
(c) Contributed Equity
The financial statements and comparatives have been
prepared on the basis of historical cost and, except where
stated, do not take into account changing money values
or current valuations of non-current assets. Cost is based
on the fair values of the consideration given in exchange
for assets.
Issued capital represents the amount of consideration
received for Stapled Securities issued by APPF.
Transaction costs of an equity transaction are accounted
for as a deduction from equity, net of any related income
tax benefit.
7.4.
Significant Accounting Policies
The following is an extract and summary from the notes of
the audited financial statements of the Fund.
Significant Accounting Policies
The accounting policies set out below have been applied
in preparing the financial statements for the periods ended
30 June 2012 and 30 June 2013.
(a) Basis of consolidation
The consolidated Financial Report of APPF consolidates
APPM (deemed “parent entity”), APPT and the controlled
entities.
(b) Investment property
Investment properties are properties that are held either to
earn rental income or for capital appreciation or for both.
Land and buildings, comprising investment properties, are
regarded as composite assets and are disclosed as such
in the financial statements.
Investment properties are initially recognised at cost
including any acquisition costs. Investment properties are
subsequently stated at fair value at each balance date
with any gains or losses arising from a change in fair value
recognised in the profit or loss for the period.
Investment properties are not depreciated. An external,
independent valuation company, having an appropriate
recognised professional qualification and recent experience
in the location and category of property being valued,
values each investment property in the portfolio at least
Page 34
(d) Interest-bearing borrowings
Bank loans are recognised at their principal amount,
subject to set-off arrangements. Interest expense is
accrued at the contracted rate and included in payables.
(e) Impairment of assets
The carrying amounts of APPF’s assets, other than
investment property (see accounting policy (b)), are
reviewed at each reporting date to determine whether
there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated.
An impairment loss is recognised if the carrying amount
of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised
in profit or loss. Impairment losses recognised in respect
of cash-generating units are allocated first to reduce the
carrying amount of any goodwill allocated to the units and
then to reduce the carrying amount of the other assets in
the unit (group of units) on a pro rata basis.
(f) Provisions
A provision is recognised in the statement of financial
position when the consolidated entity has a present legal
or constructive obligation as a result of a past event, and
it is probable that an outflow of economic benefits will be
required to settle the obligation. If the effect is material,
provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and, when
appropriate, the risks specific to the liability.
(g) Revenue
Rental income
Revenue is recognised when the amount of revenue
can be measured reliably and it is probable that it will be
received by the Fund.
(h) Income taxes
Aspen Parks Property Management Limited
Income tax on the profit or loss for the year comprises
current and deferred tax. Income tax expense/benefit is
recognised in the profit or loss except to the extent that it
relates to items recognised directly in equity, in which case
it is recognised in equity.
Current tax is expected tax payable on the taxable income
for the year, using tax rates enacted or substantially enacted
at the balance date, and any adjustment to tax payable in
respect of previous years. Deferred tax is provided using
the balance sheet liability method, providing for temporary
differences between the carrying amount of assets and
liabilities for the financial reporting purposes and the
amounts used for taxation purposes. The amount of
deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantially
enacted at balance date.
A deferred tax asset is recognised only to the extent that
it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets
are reduced to the extent that it is no longer probable that
the related tax benefit will be realised.
Aspen Parks Property Trust
Under current Australian Income Tax Legislation, the Trust
is not liable for income tax, provided that the taxable income
(including any assessable component of any capital gains
from the sale of investment assets) is fully distributed
to stapled security holders each year. Tax allowances
for building and plant and equipment depreciation are
distributed to stapled security holders in the form of tax
deferred components of distributions.
(i) Lease payments
Payments made under operating leases are recognised in
profit or loss on a straight-line basis over the term of the
lease. Lease incentives are recognised as an integral part
of the total lease expense and are recognised on a straight
line basis over the term of the lease.
(j) Current assets held for sale
Current assets, or disposal groups comprising assets
and liabilities, that are expected to be recovered primarily
through sale rather than through continuing use, are
classified as held for sale. Immediately before classification
as held for sale, the assets, or components of a disposal
group, are remeasured in accordance with the Fund’s
accounting policies.
Thereafter generally the assets, or disposal group, are
measured at the lower of their carrying amount and fair
value less cost to sell. Any impairment loss on a disposal
group first is allocated to goodwill, and then to remaining
assets and liabilities on a pro rata basis, except that no
loss is allocated to inventories, financial assets, deferred
tax assets and investment property, which continue to
be measured in accordance with the Fund’s accounting
policies. Impairment losses on initial classification as held
for sale and subsequent gains or losses on re-measurement
are recognised in profit or loss. Gains are not recognised in
excess of any cumulative impairment loss.
(k) Capital reserves
Capital reserves are comprised of cumulative gains and
losses of a capital nature including property revaluations
and sale of assets.
7.5.
Auditor’s Report for 30 June 2013
The Fund’s financial report for the year ended 30 June
2013 has been audited by Deloitte Touche Tohmatsu. The
unqualified audit report was signed on 26 August 2013
and was unmodified.
Financial information in Sections 7.1 and 7.2 referred to
as ‘audited’ and the extract and summary of significant
accounting policies referred to in Section 7.4 has been
extracted by the Manager from the full financial reports for
the years ended 30 June 2013 and 30 June 2012. The full
financial report is available upon request.
Page 35
Section 7
7.6.
Financial Information continued
Tax treatment of distributions by the Fund
The following tax information refers to Investors who
are Australian residents for tax purposes and limited to
Investors that hold their investment on capital account.
The tax information is general in nature. All Investors
should consider their own individual tax position before
investing and should obtain additional advice as to their
individual situation.
Stapled Securityholders are both shareholders (in APPM)
and unitholders (in APPT).The tax treatment of distributions
made by APPM and APPT may vary depending on the
status of the shareholder or unitholder.
APPT
Trust distributions generally retain their characteristics
from the Trust to unitholders including ordinary income,
dividends, capital gains etc. For example, a capital gain
incurred by the Trust will be distributed as a capital gain
to the unitholders. As discussed below, and assuming the
Trust makes capital gains (which it may or may not do), this
may enable certain unitholders to access Capital Gains
Tax (“CGT”) concessions.
The net income of APPT for tax purposes will generally be
assessed to the unitholder’s in proportion to their respective
entitlements to the distributed income of APPT. As trusts
are treated as flow through entities, tax is normally levied
onto the beneficiaries.
Distributions that include a capital gain amount must be
included in the unitholder’s calculation of total net capital
gains. If the trustee has received the CGT discount, the
unitholder is required to gross up the capital gain by
the amount of the discount received by the trustee. The
unitholder can apply any capital losses against the grossed
up amount.
For individuals, trusts, partnerships and complying
superannuation entities, a CGT discount may be applied to
further reduce the amount of the capital gain. Companies
are not entitled to apply the CGT discount. They are only
entitled to offset any capital gains received by their carried
forward capital losses.
At times, cash distributions from APPT may exceed the net
income of the Trust for tax purposes. Elements in excess
are generally referred to as “tax deferred”. These amounts
mainly comprise of depreciation deductions, capital works
deductions and capital raising costs
Tax deferred amounts when received are not assessable to
the unitholder however, will result in reduction to the cost
Page 36
base of their units in APPT. If the cost base of a unitholder’s
Units is reduced to nil by tax deferred amounts the excess
will be assessed as a capital gain. Where the trustee
distributes a capital gain that consists of a CGT discount
amount (non-assessable amount) and an assessable
amount, the CGT discount does not reduce the cost base
of a beneficiary’s Units in APPT.
The above comments are however subject to the Trust not
becoming a ‘public trading trust’. In broad terms, the Trust
will become a public trading trust if it becomes a public
unit trust which controls directly or indirectly a ‘trading
business’. APPT can also be deemed to be a public trading
trust if it is a public unit trust and it carries on a ‘trading
business’. Whilst it is not anticipated this will occur, this will
need to be monitored by the trustee of the Trust.
If the Trust did become a public trading trust then
distributions from the Trust would be taxed in broadly
the same manner as distributions from APPM (discussed
below).
APPM
APPM may distribute profits to its shareholders by way of
dividends. Both franked and unfranked dividends paid by
APPM are assessable in the hands of the shareholders.
The receipt of a franked dividend requires shareholders to
gross up the amount of the distribution to reflect the before
tax profit of the company and claim a tax off set for the
imputation credits attached.
Where an Australian resident individual shareholder’s
marginal tax rate exceeds the company tax rate, they will
be required to pay additional tax. Where a shareholder’s
marginal tax rate is less than the company tax rate they
may be entitled to use the excess to offset tax payable on
other income or may be entitled to a refund.
Complying superannuation funds pay tax at the rate of
15% on taxable income. As such, the receipt of a franked
dividend may result in excess imputation credits.
Tax File Number/s (TFN), Australian Business
Number/s (ABN), Australian Company Number/s
(ACN) or Exemptions
Collection of TFN is authorised by taxation laws. It is not
compulsory to provide your TFN. However, if you do not
do so, tax will be deducted from your distributions at the
highest marginal tax rate plus the Medicare levy. For more
information about the use of TFN or available exemptions
please refer to the Australian Taxation Office website and
select Tax Topics, then Tax File Numbers.
Section 8
Fees and Other Costs
The following is a general disclosure required pursuant to the Corporations Act.
DID YOU KNOW?
Small differences in both investment performance and fees and costs can have a substantial impact on your
long term returns.
For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final
return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).
You should consider whether features such as superior investment performance or the provision of better
member services justify higher fees and costs.
You may be able to negotiate to pay lower contribution fees and management costs where applicable.
Ask the fund or your financial adviser.
TO FIND OUT MORE
If you would like to find out more, or see the impact of the fees based on your own circumstances, the
Australian Securities and Investments Commission (ASIC) website (www.fido.asic.gov.au) has a managed
investment fee calculator to help you check out different fee options.
8.1.
Fees and other costs
This document shows fees and other costs that an Investor may be charged. These fees and costs may be deducted
from an Investor’s money, from the returns on an Investor’s investment or from the Fund assets as a whole.
Taxation information is set out in Section 7.6 of this document.
An Investor should read all the information about fees and costs because it is important to understand their impact on
an Investor’s investment.
Page 37
Section 8
Fees and Other Costs continued
Type of Fee or Cost
Amount
How and When Paid
1. Fees when your money moves
in or out of the Fund
a) Establishment fee
The fee to open your investment
Nil. Refer to Note 1.
Not applicable.
b) Contribution fee
The fee on each amount contributed
to your investment
Not applicable.
c) Withdrawal fee
The fee on each amount you take out
of your investment
Not applicable.
d) Termination fee
The fee to close your investment
Nil.
Not applicable.
e) Management costs
The fees and costs for managing
your investment.
A base annual management fee of
1.5% of the gross asset value of the
Fund.
Payable by the Fund monthly in
arrears.
Refer to Note 2.
Fund expenses (including fees
payable to AFM for custody services)
estimated to be 0.26% of the gross
asset value of the Fund. Transaction
costs and direct property costs have
been excluded from the estimate of
Fund expenses.
Payable by the Fund when incurred
or when reimbursement is claimed.
Performance fee being 25% of the
amount available for distribution to
Investors per security in excess of the
threshold determined as follows.
Payable by the Fund half yearly in
arrears within 30 days of the release
of the Fund’s half yearly audited
accounts.
Weighted average Earnings
price of Stapled
threshold
Securities on per Stapled
IssueSecurity
Below $1.10
10.00 cents
$1.10 to $1.19 10.25 cents
$1.20 to $1.29 10.50 cents
$1.30 or greater 10.75 cents
2. Service fees
a) Investment switching fee
The fee for changing investment
options
Not applicable
Not applicable
1 Acquisition and Incentive Fees, together with transaction costs will apply when the Fund buys or sells investments. See Sections 8.2.1, 8.2.2, 8.2.3
and 8.2.4 for more information.
2. These fees include GST and any applicable input tax credits or reduced input tax credits the Fund may claim.
Page 38
8.2.
Additional Explanation of Fees and Costs
8.2.1.
Acquisition Fee
An acquisition fee of 2% of the acquisition value of all Properties, exclusive of acquisition costs, is payable to the Manager
at settlement.
The fee is not charged against individual applications.
Dollar Example of Acquisition Fee:
The Fund acquires an asset for $5,000,000 by issuing 3,000,000 Stapled Securities at an issue price of $1.00
and borrowing $2,600,000 dollars to cover the balance of the purchase price, stamp duty and all associated fees
and expenses.
The cost to the Fund of the asset acquisition fee paid to the Manager is $100,000, being $5,000,000 x 0.02.
The amount indirectly attributable to a new Investor with Stapled Securities totalling $30,000 would be $1,000
which is deducted from the Fund’s assets as a whole.
8.2.2.
Incentive Fee
The Manager will be entitled to an incentive fee based on the growth in value of the Fund’s assets. The Manager will
receive 10% of the amount of the sale price of each property or value of the initial market capitalisation in the event of
being listed on the ASX, which is greater than the CPI adjusted acquisition price (exclusive of acquisition costs).
Dollar Example of Incentive Fee:
In January 2012 the Manager negotiates the sale of a property for a sale price (net of selling costs) of $6,000,000.
The acquisition price of the property excluding costs of acquisition was $4,000,000 in January 2009. CPI is 3%
per annum.
The acquisition price of the property plus CPI is $4,370,908, being $4,000,000 x (1+ 0.03)3. The sale price is
above the acquisition cost plus CPI and hence an Incentive fee is payable to the Manager of $162,909, being
$(6,000,000 – 4,370,908) x 0.1.
8.2.3.
Transaction Costs – Buy Sell Spread
Included in the Application Price for Stapled Securities are the transaction costs of buying or selling Fund assets. The
inclusion of transaction costs means there will be a difference between the Application Price and Withdrawal Price for
Stapled Securities in the Fund. This difference is referred to as the “buy-sell spread”.
In determining the Application Price for Stapled Securities, the Manager allows for costs associated with the acquisition
of assets of the Fund. These costs include stamp duty, legal and due diligence expenses, valuation fees, settlement
costs, and the acquisition fees paid to the Manager. As at 31 August 2013 the spread between the Application Price and
the Net Asset Value of the Fund was 4.5%.
In determining the Withdrawal Price for Stapled Securities, the Manager allows for costs associated with the sale of
assets of the Fund. These costs may include legal costs, marketing expenses and the incentive fees paid to the Manager.
The Manager will only determine a Withdrawal Price at the time a withdrawal application is processed. As at the date
of the last Withdrawal Offer in February 2013, the spread on the redemption price and the Net Asset Value of the Fund
was 0.5%.
Page 39
Section 8
8.2.4.
Fund Expenses
Under the Fund’s Constitution the Manager is entitled to be reimbursed for any costs or expenses incurred in establishing
and managing Aspen Parks. These costs (including fees and expenses payable to AFM for the provision of custody
services), have been estimated to be 0.26% of the gross asset value of the Fund.
The Fund’s Constitution does not limit the total amount of expenses that may be recovered.
8.2.5.
Performance Fee
The Manager will be entitled to an annual performance fee where amounts available for distributions to Investors exceed
specified threshold levels. The fee is calculated as 25% of the amount available for distribution to Investors per Security in
excess of specified threshold levels. The minimum threshold levels which must be achieved before the performance fee
is payable increases as the Application Price increases, and ranges from 10 cents to 10.75 cents per Security depending
upon the weighted average price of Stapled Securities on issue.
The performance fee is payable half yearly in arrears within 30 days of the release of the Fund’s audited or audit reviewed
accounts. In any year where the amount available for distribution is below the threshold amount, no performance fee
is payable and any half year performance fee would be repaid. Any such amounts below the threshold levels must be
recovered prior to any performance fees being paid in subsequent years.
Dollar Example of Performance Fee:
At the end of a financial year the weighted average Application Price for Stapled Securities was $1.20 and the
Fund had a total of 90 million Securities on issue. At the end of the financial year the Manager determines that
before allowing for the performance fee a total of $9,900,000 or 11 cents per Security is available for distribution
to Investors.
The Manager is entitled to a performance fee of $112,500 calculated as follows:
Distribution in excess of threshold where Application Price for Security is $1.20
0.11 -0.1050
$0.0050
Excess distribution
90,000,000 x $0.0050
$450,000
25% of excess amount
0.25 x $450,000
$112,500
8.2.6.
Project Development Fee
A project development fee of 6.5% is payable to the Manager on the construction costs of any capital improvements on
any of the Fund’s assets to cover the project management of these improvements.
The fee is not charged against individual applications.
Dollar Example of Project Development Fee:
At the end of December 2012 the Fund had a total of 90,000,000 Securities on issue. In January 2013 the
Manager arranges the addition of 20 cabins to a park at a cost of $2,000,000. The cost to the Fund of the project
development fee paid to the Manager is $130,000 being $2,000,000 x 0.065. The amount indirectly attributable
to a new Investor with 30,000 Stapled Securities would be $43.
Page 40
8.2.7.
Deferral of fees
The Manager may collect a lesser amount of management fees in any given year and will be entitled to recover these
fees in later years. The Manager reserves the right to collect any shortfall of management fees, charged but not paid, up
to the amounts specified above in subsequent years.
8.2.8.
Direct Property Costs
The Fund incurs a range of costs directly associated with owning property including land tax, rates, insurance, the cost
of repairs and improvements and borrowing costs. These costs are not included in the management costs. As outlined
in section 9.3 some of these costs may be paid to parties related to the Manager.
8.2.9.
Maximum Fees
The Manager is entitled to charge an annual management fee of up to 2% (exclusive of GST) of the gross value of the
Fund, and an acquisition fee of up to 5% of the acquisition value of properties, exclusive of acquisition costs. Unless
otherwise indicated the fees described above are the maximum amount allowed under the Constitution. The fees shown
in this section relate to both APPT pursuant to its Constitution and APPM pursuant to the terms of the management
agreement outlined in Section 9.1.2.
The Constitution of APPT and the Funds Management Agreement incorporate the following additional fees which the
Manager is entitled to charge:
> A Debt Arrangement fee of 1% of the acquisition value of all properties, exclusive of acquisition costs, is payable to
the Manager at settlement. This fee covers the coordination, securing and due diligence on any debt facility required.
> The Termination fee of 1.5% is payable to the Manager on the net proceeds of disposal of park properties, or in the
case of Aspen Parks being listed on the ASX, the value of the initial market capitalisation of the Fund. The fee is only
payable if the net proceeds of sale or value of initial market capitalisation exceed the CPI adjusted acquisition price of
the properties (exclusive of acquisition costs).
Notwithstanding its entitlement, the Manager does not intend to charge these fees, but reserves the right to do so in the
future.
8.2.10.GST
Unless otherwise indicated, the fees shown in this section are inclusive of GST and any applicable input tax credits or
reduced input tax credits the Fund may claim.
8.2.11. Adviser Remuneration
Investors may elect to pay their adviser a professional fee for service (inclusive of any GST) from the Investor’s Funds
Received for Securities allotted under this Offer Document. This must be agreed between the Investor and the adviser.
The agreed fee will be deducted from the Investor’s Funds Received by the Manager and then paid to the adviser and
the net amount of the Funds Received (after deducting the fee for service) is the Investor’s Application Amount. This
Application Amount will be invested into the Fund.
For example, if Funds Received by an Investor equals $50,000 and the Investor agrees with their adviser a professional
fee for service of $500 (inclusive of any GST), the adviser will receive $500 and the remaining $49,500 will be treated as
an Application Amount and invested in the Fund.
There are no other fees or commission payable to advisers.
8.2.12. Payment to Wholesale Clients
Separate to any adviser remuneration that may be paid, as described in Section 8.2.11, the Responsible Entity or
Manager may also rebate an amount of its fees to wholesale clients, as defined in the Corporations Act, where they invest
a large amount of money into the Fund. These payments are made by the Responsible Entity or Manager and will not
negatively impact the Fund or Investors.
Page 41
Section 8
8.3.
Example of annual fees and costs for the Fund
This table gives an example of how the fees and costs in Aspen Parks can affect your investment over a one year period.
You should use this table to compare this product with other managed investment products.
Example
Balance of $50,000 with a contribution of $5,000
during year
Contribution Fees
Nil
Nil
PLUS Management Costs
2.93%1
And, for every $50,000 you have in the Fund you will be
charged $1,465 each year.
EQUALS Cost of Fund
If you had an investment of $50,000 at the beginning of
the year and you put in an additional $5,000 during that
year, you would be indirectly charged fees of between:
$1,465 to $1,612 depending on the date the additional
$5,000 was invested2.
What it costs you will depend on the fees you
negotiate with your Fund or financial adviser.
1. This figure represents the Indirect Cost Ratio (ICR) of the Fund, which is the ratio of the annual ongoing management costs of the Fund (that are
not deducted directly from the Investor’s account) to the total average net assets of the Fund for the previous financial year. It is based on audited
financial information for the year to 30 June 2013.
2. The annual management costs are incurred progressively throughout the year and the fees charged would depend on the date the additional
investment was made. Additional fees may apply: performance fees may be payable if the Fund earnings exceed certain thresholds outlined in
Section 8.1. A buy-sell spread to cover transaction costs including the acquisition fee may also apply. See Section 8.2 for further details.
Page 42
Section 9
Additional Information
9.1.
Summary of Material Agreements
9.1.1.
Aspen Hardship Facility
An agreement has been established between the Manager
and Aspen Group, whereby Aspen Group agrees to
purchase Securities from Investors who are suffering
hardship. Claims will be reviewed by the compliance
manager in line with the guidelines set out in the Policy.
The Policy can be viewed on the Fund’s website:
www.aspenfunds.com.au.
Aspen Group’s commitment under this facility may be
suspended or terminated at any time, and is subject to
Aspen Group not exceeding the maximum level allowed
without triggering an obligation under the Corporations Act
to make a takeover bid.
The purchase price payable by Aspen for each Security
will be the prevailing Net Asset Value (ex distribution) at
the start of the following quarter less an allowance for
transaction costs of 0.5%. Requests will be reviewed by
the Compliance Manager and must meet the hardship
requirements.
Any Investor transferring their Securities to Aspen under
this facility warrants that the Securities being transferred
are free from any encumbrance and are legally able to be
transferred.
Investors wishing to take advantage of this facility should
ensure they complete the Application Form contained
on the website and provide the required supporting
documentation. If investors have any queries regarding the
facility, they should contact Aspen on 1800 220 840 or
email funds@aspengroup.com.au.
9.1.2.
Management agreement between AFM and
Aspen Parks
AFM has entered into an agreement with Aspen Parks to
provide fund management services for Aspen Parks. The
key terms of the agreement are as follows:
Services Provided
Strategic management, business planning, accounting,
taxation, communication with Securityholders, payment
of distributions to Securityholders, management of any
development or expansion of assets, sale and acquisition
of any assets of the Fund.
Consideration
AFM, as manager under this agreement, will receive a
direct pass through of the fees as outlined in Section 8
in consideration for providing the services as described
above in its role as Responsible Entity.
Term
The appointment is for a period of 15 years from the date
of commencement of Aspen Parks (being April 2004),
subject to the occurrence of a termination event.
Termination Event
The management agreement may be terminated by Aspen
Parks upon the occurrence of a termination event, which
comprise the following:
> AFM failing to comply with a material obligation under
the agreement, and is not remedied within 21 days; or
> AFM becomes insolvent or a person is appointed under
legislation to manage any part of its affairs.
Please refer to Section 5.2 for the risks relating to the
liquidity of the Fund.
Page 43
Section 9
9.1.3.
Additional Information continued
Leased Arrangements
A portion of the Aspen Parks Properties are under leasehold arrangements. Leasehold arrangements means that Aspen
Parks does not own the property and instead pays rent for tenure for a fixed time period. Details of these arrangements
are set out below.
Leasehold Parks
Park
Lessor
Term
Reviews
Cooke Point Holiday
Park
Town of Port Hedland
21 years commencing
20 March 2001.
Annually in line with CPI,
and Valuer-General rent
review every third year.
Coogee Beach Holiday
Park
City of Cockburn
5 years commencing
1 July 2012 plus a fiveyear option until 2022.
Annually in line with CPI,
with percentage increase
of park home site rental or
CPI+2% every third year.
Woodman Point
Holiday Park
Department of Parks and
Wildlife (Government of
Western Australia)
35 years commencing
1 July 1988*.
Rent royalty based on
10% of gross receipts.
Monkey Mia Dolphin
Resort
Shire of Shark Bay
31 October 2028**.
Every three years to 6%
of unimproved land value
plus 0.33% of gross park
income.
Geelong Riverview
Tourist Park
Barwon View Pty Ltd
5 years commencing
22 February 2012 plus
three five-year options until
2032.
Annually at 3% p.a.
Part leasehold Parks
Park
Lessor
Term
Reviews
Percentage of land
under leasehold
Balmoral Holiday
Park
State of Western
Australia
10 years
commencing 1
July 2011, with two
options of ten years
until 2041.
Reviewed to market
every three years.
17% (undeveloped)
Boathaven Holiday
Park
Goulburn Murray
Rural Water Authority
15 years
commencing 1 July
2012 with a further
option of 15 years
until 2042.
Every two years.
75%
Note: Valuations for the Fund’s leasehold parks as given in Section 4 take into account the status of these parks, the length of the lease and any
obligation of the Fund at the end of the lease.
*The Department of Parks and Wildlife has agreed to a new 21 year lease which is awaiting execution.
**See Section 9.1.4 for details.
Page 44
9.1.4.
Monkey Mia Dolphin Resort Agreement to
Lease
Lessor: Shire of Shark Bay
Lessee: Aspen Monkey Mia
Terms: The Fund has a lease over the Monkey Mia
Dolphin Resort until 31 October 2028. The Fund has also
entered into an Agreement to Lease which states that the
parties will enter into a new 99 year lease over existing
land and additional land subject to a number of conditions
precedent having occurred.
> powers of the Manager;
> issuing of notices to members;
> meeting of members;
> rights and liabilities of the Manager;
> remuneration and expenses of the Manager;
> duration of APPT;
> compliance committee;
> complaints procedure; and
These conditions have now been met and it is at the Fund’s
option to enter into a new lease with the following terms:
> stapling of units to shares in APPM.
> Land area extended from 4.1ha to 7.1ha.
Key provisions include:
> 99 year term.
> issuing and transfer of shares;
> Rent equivalent to 6% of unimproved value of land
(reviewed every three years), plus 0.33% of gross park
income.
> meetings of members;
> Development of new area to be completed within 10
years.
> appointment and removal of Directors;
9.2.
> payment of dividends;
Summary of Constitutions
The rights and obligations of the Manager and the rights
and liabilities attaching to Stapled Securities are set-out
in the Constitutions relating to this investment. As this
investment comprises a Unit in APPT and a Share in
APPM, there are two underlying Constitutions.
The Constitutions of APPT and APPM are incorporated
by reference into this Offer Document. The following is a
summary of the significant provisions applicable to each
Constitution. The summary is not an exhaustive list but
focuses on the key provisions likely to be of interest to
Investors. Investors may inspect a copy of each of the
Constitutions at the offices of Aspen free of charge.
APPT Constitution
Key provisions include:
APPM Constitution
> voting procedures for members at meetings;
> remuneration of Directors;
> powers and duties of Directors;
> winding up of the company; and
> stapling of shares to units in APPT.
9.3.
Secondment and Management Services
Agreement
An agreement has been established between the Manager
and Aspen Group, whereby Aspen Group will make
available, employees for secondment to the Manager
to perform certain roles including, but not limited to, the
following:
> administration of the Fund including capital raising,
processing of Applications and payments to Investors;
> holding of assets on trust for members;
> investment administration including Unit pricing and
asset reviews;
> application price for any securities to be issued;
> acquisition and sale of properties;
> application procedures for members;
> development of properties;
> redemption price of securities where applicable;
> refinancing the Funds debt facilities; and
> valuation of assets;
>preparation,
documents.
> income and distributions payable to members;
updating
and
promotion
of
offer
Page 45
Section 9
Aspen Group will continue to pay the seconded employees’ employment entitlements directly to each seconded
employee.
In consideration of Aspen Group making the seconded employees available for secondment to the Manager, the Manager
must reimburse all expenses incurred by Aspen Group in relation to the seconded employees.
9.4.
Stapled Securities
An investment in Aspen Parks consists of a Stapled Security, comprising one Unit in APPT and one Share in APPM. The
Unit and Share have been stapled together, pursuant to the Constitutions of both APPT and APPM, so that neither can
be dealt with separately. While the Units and Shares are separate securities, the stapling of these securities means that
one may not be transferred or otherwise dealt with without the other. Therefore Securityholders will only receive Stapled
Securities as one transaction, have one holding statement, receive one distribution payment per month, and one annual
report.
ASIC have granted exemptions to allow APPT and APPM to provide financial benefits to each other for so long as APPT
and APPM are stapled and to allow AFM and its officers to act in the best interests of holders of Aspen Parks Stapled
Securities and not just holders of Units in APPT.
The rights and liabilities attaching to Stapled Securities are set out in the Constitutions of APPT and APPM which have
been incorporated by reference into this Offer Document. See Section 9.2 for further details of the Constitutions and how
to obtain copies.
9.5.
Details of Borrowings
As described in Section 1.11, it is the strategy of the Fund to borrow under its bank facilities to fund property assets and
capital works. All borrowings are on a non recourse basis to Securityholders.
Investors should note that the Fund’s bank has a first ranking mortgage over the assets of the Fund and that the interests
of the bank rank ahead of the Investors’ interests in the Fund.
As at the date of this document the Fund is not in breach of any covenants or conditions of its debt financing.
As with all geared property funds there is a risk that the Fund’s financiers will not renew the borrowing facilities upon their
expiry. In the event that the facility is not extended, the Fund would seek finance facilities with another financier, or would
need to raise additional equity or sell assets to continue with business operations.
9.5.1.
External Borrowing facility
As at 30 June 2013, the Fund had the following external borrowing facilities in place:
Facility Name
Maturity Date
Drawn Amount*
Facility Limit
Commercial Bill Facility
23 July 2015
$128.2m
$128.2m
Asset Finance Facility
On demand
$0.5m
$4.0m
Guarantee Facility
On demand
$2.0m
$4.0m
$130.7m
$136.2m
TOTAL
* As at 30 June 2013
At 30 June 2013, there was no undrawn amount remaining under the Commercial Bill Facility. The undrawn amount of
$3.5 million under the Asset Finance Facility can be drawn to finance capital goods only.
The drawn amount under the Asset Finance Facility is repaid through monthly principal and interest payments and any
undrawn facility limit will be reviewed annually by the bank.
The Manager intends to meet the repayment requirements under the Asset Finance Facility through capital inflows and
operating cashflows.
Page 46
Subsequent to 30 June 2013, the facility limit of the Asset Finance Facility has decreased by $3.5m to $0.5m, the
Commercial Bill Facility limit has increased by $2.0m to $130.2m and the Guarantee Facility limit has decreased by
$2.0m to $2.0m.
Hedging
As at 30 June 2013 interest rates have been fixed on $108.7 million of the Fund’s bank borrowings for a weighted
average term of 1.06 years at a weighted average interest rate of 5.20%.
Details of the hedging positions are as follows:
Principal
Total Rate
Maturity
Fixed Bill 1
$20 million
5.38%
23 July 2014
Fixed Bill 2
$20 million
5.42%
23 July 2014
Fixed Bill 3
$30 million
5.11%
23 July 2014
Fixed Bill 4
$20 million
5.40%
23 July 2014
Fixed Bill 5
$18.7 million
4.80%
23 July 2014
Key Borrowing Conditions
At any time, the Commercial Bill Facility limit must not exceed a loan to value ratio (LVR) of 55%. The LVR is calculated
by dividing the limit of the Commercial Bill Facility by the security value of the property assets adopted by the bank. At
30 June 2013 the LVR ratio was 52.3%.
The Commercial Bill Facility also requires the Fund to maintain at all times an interest coverage ratio (calculated as
earnings before interest, tax and management fees divided by interest expense payable under the facilities) of not less
than 1.75 times. Based on audited accounts for the year ended 30 June 2013, the interest cover ratio as determined
under the facility agreement was 3.46 times.
In addition to the above conditions, the external borrowing facility is subject to the usual requirements and undertakings
of a facility of this type. One of those stipulations is that the bank has the right to review the facility upon departure of
certain key personnel.
9.6.
Investor Protection
The Compliance Plan and Compliance Committee
As required by law, AFM has prepared and lodged with ASIC, a Compliance Plan for APPT which sets out measures that
AFM shall apply in operating APPT to ensure compliance with the Corporations Act and the Constitution. A copy of the
Compliance Plan is available upon request, free of charge, from Aspen’s offices.
The Compliance Plan identifies the personnel structure of AFM and the duties of AFM as a whole, as well as the duties
of each officer and the procedures and systems for AFM to implement concerning various aspects of the management
function, including:
> the meetings and reports of the Compliance Committee;
> the engagement of external service providers;
> the safe keeping and inspection of records;
> the maintenance and audit of books of accounts;
> the valuation of the Property;
> reporting to Securityholders;
Page 47
Section 9
> the borrowings of the Trust; and
Professional Indemnity and Fraud Insurance
> handling, collecting and dealing with money received
for the Trust.
As at the date of this Offer Document, AFM has an
insurance policy covering professional indemnity, to an
amount of $20,000,000 per claim with an aggregate cap
of $20,000,000 per annum.
The Compliance Committee has been established to
monitor compliance by AFM with the Compliance Plan and
report to AFM on a regular basis regarding its adherence
to the Compliance Plan, the Corporations Act and the
Constitution.
The Compliance Committee is to report to ASIC if AFM
does not address any issues raised in an adverse report
issued to AFM. The Compliance Committee is currently
comprised of the compliance manager for AFM, a
Chartered Accountant and a lawyer, with two thirds of the
Committee being ‘external’ in accordance with s601JB(2)
of the Corporations Act.
The Independent Advisory Committee
Aspen Group has established an Independent Advisory
Committee which comprises two independent members
and one executive member. The Independent Advisory
Committee considers related party and conflict of interest
matters. More details on related party and conflict of
interest matters are outlined below.
The Responsible Entity’s Financial Capacity
There are strict financial obligations to which a responsible
entity must adhere under its AFSL issued by ASIC. AFM
must maintain a minimum level of NTA of $5 million at all
times or engage an external custodian which meets this
criteria.
AFM currently meets this requirement and holds the assets
of the Fund on behalf of Securityholders. The benefit of
an in-house custodian is that it avoids potential delays
and costs associated with negotiating and executing
documents relating to the acquisition, sale and leasing of
Properties.
In addition, within the minimum NTA requirements, the
Responsible Entity must ensure that it meets its cash needs
requirement, in that it has sufficient financial resources,
or access to sufficient financial resources, to meet all of
its operational obligations for a minimum period of three
months.
In accordance with the Compliance Plan, AFM’s financial
capacity is monitored at least monthly.
Page 48
Complaints Handling Procedures
AFM has procedures in place to properly consider and
deal with any complaints received from Securityholders.
Where a Securityholder has a complaint, at first instance,
you should contact the compliance manager at AFM on
(08) 9220 8400 or write to AFM at PO Box Z5025, St
Georges Terrace, Perth WA 6831.
The compliance manager will acknowledge receipt of the
complaint and make every effort to resolve the complaint
and will respond in writing. If the matter is not resolved
to your satisfaction, details will be provided to you of an
external independent body that you can refer the complaint
to.
Conflicts of Interest and Related Party Transactions
It is not intended that the Fund will invest in, or provide
any loans or guarantees to, related parties. The Manager’s
policy for dealing with related party transactions is to at all
times comply with the Corporations Act.
APPM has an agreement with Aspen Group on commercial
terms, to manage the operations of Aspen Karratha
Village, an asset of Aspen Group. APPM also has agreed
with Aspen Group to rent head office floor space on
commercial terms.
The Compliance Committee of AFM oversees the
management of any conflicts regarding related party
transactions. A conflict of interest policy has been adopted
by the Manager and has been prepared in accordance
with Regulatory Guide 181 “Conflicts of Interest”. It seeks
to address potential conflicts of interest between schemes
managed by AFM. The Conflict of Interest Policy can be
accessed at: www.aspenfunds.com.au/funds.
The Manager meets ASIC Regulatory Guide 46 benchmark
by maintaining and complying with a written policy.
AFM keeps a register of all potential conflicts of interest.
9.7.
Consents and Disclaimers
Aspen Group has given, and not before the date of this
Offer Document withdrawn, its consent to being named
in this Offer Document in its paper and electronic form.
Aspen Group has not caused the issue of, or in any way
authorises, this Offer Document and takes no responsibility
for the issue of this Offer Document.
Deloitte Touche Tohmatsu has given, and not before the
date of this Offer Document withdrawn, its consent to being
named in this Offer Document in its paper and electronic
form as Auditors of the Fund. Deloitte Touche Tohmatsu
has not caused the issue of, or in any way authorised, this
Offer Document and takes no responsibility for the issue of
this Offer Document.
Link Market Services has given, and not before the date
of this Offer Document withdrawn, its consent to being
form. Link Market Services have not caused the issue of,
or in any way authorises, this Offer Document and takes
no responsibility for the issue of this Offer Document.
Atchison Consultants has given, and not before the date
of this Offer Document withdrawn, its consent to being
form and to the inclusion of charts dated August 2013.
Atchison Consultants have not caused the issue of, or in
any way authorises, this Offer Document and takes no
responsibility for the issue of this Offer Document other
than by the inclusion of the charts dated August 2013.
9.8.
Disclosure of Interests
Other than as stated in this Section 9.8 and elsewhere in
this Offer Document:
> no amount has been paid or agreed to be paid and
no benefit has been given or agreed to be given to
a director, or proposed director to induce them to
become, or to qualify as, a director of APPM or AFM.
> none of the following persons:
1) a director or proposed director of APPM or AFM;
2)each person named in the Offer Document as
performing a function in a professional, advisory or
other capacity in connection with the preparation or
distribution of the Offer Document; or
3) promoter of APPM or AFM; holds or held at any
time during the last two years an interest in:
(a) the formation or promotion of APPM or AFM;
(b) property acquired or proposed to be acquired by
APPM or AFM in connection with its formation or
promotion or the Offer; or
(c) the Offer;
or was paid or given or agreed to be paid or given any
amount or benefit for services provided by such persons
in connection with the formation or promotion of APPM or
AFM or the Offer.
The Responsible Entity is entitled to receive the fees set
out in Section 8 of this Offer Document.
As at 16 September 2013, the directors of AFM in total
hold interests in Aspen Group of less than 0.62%, and
interests in Aspen Parks Property Fund of 0.01%.
9.9.
Disclosing Entity Reporting Requirements
As the number of members in Aspen Parks exceeds 100 it
is a disclosing entity.
All disclosing entities are subject to regular reporting and
disclosure obligations.
Copies of documents lodged with ASIC in relation to
Aspen Parks may be obtained from or inspected at an
ASIC office. You also have the right to request a copy
(free of charge) of the most recent Annual Financial Report
for Aspen Parks and any half-year report or continuous
disclosure notice lodged after the most recent financial
report. Contact Aspen for further details.
AFM as manager of Aspen Parks Property Fund, has
elected to adopt the ASIC good practice guidance for
website disclosure of material information as contained in
its Regulatory Guide 198. All matters that are important
to your investment decision making are contained in the
section labelled “Continuous Disclosure” at the bottom
of the Aspen Parks Property Fund page on the Aspen
website: www.aspenfunds.com.au/funds.
If Investors have difficulty in accessing this information,
or need assistance in using this reporting feature, please
phone AFM Investor service staff on 1800 220 840.
Page 49
Section 9
9.10.
Wholly owned entities of Aspen Parks
The following entities are wholly owned by Aspen Parks:
> Aspen Tourist Parks Pty Ltd;
> Aspen Monkey Mia Pty Ltd;
> Aspen Gateway Travel Pty Ltd;
> Aspen Monkey Mia Unit Trust;
> Aspen Shark Bay Airport; and
> Shark Bay Airport Trust.
9.11.
Valuation Policy
As the responsible entity of the Fund, AFM has a valuation
policy relating to the assets of the Fund, that meets
all ASIC Regulatory Guide 46 benchmark conditions
except one, rotation of valuers. Where possible, AFM will
rotate valuers, however, the Fund’s properties are often
specialised operations requiring specialist knowledge
which may mean alternative valuers are not available. In
addition, some are located in remote areas of Australia and
there may be few local valuers from which to choose from.
All are independent and licensed in the relevant state or
territory, and AFM considers the risk of flawed valuations
to be low.
Aspen Parks’ valuation policy states that the Fund’s
property assets will be subject to an external independent
valuation by a suitably registered and qualified valuer in
accordance with industry standards at least once every
three years on a rolling quarterly basis.
In addition to this, the directors will review the asset
valuations twice a year in accordance with accounting
standards, to review the fair value of all investment
properties. If any major factor influencing the valuation
of a property is judged to have moved significantly, the
directors shall consider if the next independent valuation
of the asset should be brought forward. Major factors
may include a change in operating conditions at an
individual property whereby earnings from that property
have materially changed or where a significant amount of
capital expenditure has been undertaken at an individual
property thereby increasing the book value of that property
materially above the independent value and there is no
reasonable expectation that there will be an appropriate
increase in future earnings to enable a corresponding
increase in independent valuation. There have been no
recent material changes to the valuation policy.
Page 50
Investors can obtain a copy of the valuation policy, free of
charge, from the website www.aspenfunds.com.au or by
contacting the Investor Services team on 1800 220 840.
9.12.
Additional Information
In accordance with section 1017A of the Corporations
Act, Investors may be entitled to request the Manager to
provide additional information about Aspen Parks.
9.13.
Anti-Money Laundering Laws
Applications to invest in the Fund are subject to the
requirements of applicable anti-money laundering and
counter terrorism financing laws and AFM’s and APPM’s
requirements.
Investors must provide verification of their identity in
the form specified by AFM and applications will not be
accepted into the Fund until the requirements of the antimoney laundering laws and any additional requirements
are met. Investors will be notified on the website or in
writing if the verification requirements change.
To ensure compliance with these requirements, application
monies must be given by cheque or electronic funds
transfer originating from an Australian bank. If Investors
wish to pay for their investment with a cheque drawn
on a bank in another country or to transfer funds from a
foreign bank, additional documentation may be requested
and the application will not be processed until satisfactory
documentation has been provided to the Manager.
AFM reserves the right to reject an application. If Investors
apply through a financial planner or other adviser, they
will obtain the necessary documentation and provide it to
the Manager. If you apply without an adviser, you should
complete the Investor Identification Requirements (AML/
CTF) form/s contained in this document taking care
to supply certified copies of all requested supporting
documentation.
9.14.
Privacy Statement
Information provided by Investors on the application form
is collected for the primary purpose of issuing Stapled
Securities in Aspen Parks.
The information will also be used to forward to you periodic
information relating to your investment in Aspen Parks and
from time to time provide to you information of a generic
or marketing nature relating to Aspen. Your personal
information will not be made available to any third party,
other than as required by law and to service providers
for permitted related purposes (for example, auditors,
consultants and advisers) for the purpose of administering
the investment.
By executing the application form, you provide your
consent to Aspen Parks to disclose your information to
such service providers and to use your information for the
purposes referred to above.
If you wish to request access to your information or if you
have any complaint in relation to the manner in which
Aspen Parks has handled your information, please contact
us. For more information relating to Aspen Parks privacy
policy please contact Aspen Parks on 1800 220 840.
9.15.
Authority and Director’s Statement
This Offer Document is duly signed on behalf of AFM and
APPM by the director named below. Each director of AFM
and APPM has consented to the lodgement of this Offer
Document with ASIC.
Clem Salwin
Managing Director
Aspen Funds Management Limited
Page 51
Section 10
Direct Debit Request
Service Agreement
As an alternative to sending us a cheque or direct credit
for your initial or additional investments, you can provide
us with authorisation to draw your application amounts
directly from your bank account.
The following is your Direct Debit Service Agreement
with Aspen Funds Management Ltd (AFM) ABN 48 104
322 278 User ID 416 803. The agreement is designed
to explain what your obligations are when undertaking a
Direct Debit arrangement with us. It also details what our
obligations are to you as your Direct Debit Provider.
Debiting your account
By signing a Direct Debit Request or by providing us with
a valid instruction, you have authorised us to arrange for
funds to be debited from your account. You should refer
to the Direct Debit Request and this agreement for the
terms of the arrangement between us and you. We will
only arrange for funds to be debited from your account as
authorised in the Direct Debit Request.
This agreement forms part of the terms and conditions of
your Direct Debit Request (DDR) and should be read in
conjunction with Section 5 of the application form.
If the debit day falls on a day that is not a banking day, we
may direct your financial institution to debit your account
on the following banking day. If you are unsure about
which day your account has or will be debited you should
ask your financial institution.
Definitions
Amendments by us
> account means the account held at your financial
institution from which AFM are authorised to arrange
for funds to be debited
We may vary any details of this agreement or a Direct Debit
Request at any time by giving you at least fourteen (14)
days written notice.
> agreement means this Direct Debit Request Service
Agreement between you and us
Amendments by you
> banking day means a day other than a Saturday or a
Sunday or a public holiday listed throughout Australia
> debit day means the day that payment by you to us is
due
> debit payment means a particular transaction where a
debit is made
> direct debit request means the Direct Debit Request
between us and you
> us or we means Aspen Funds Management Ltd, (the
Debit User) you have authorised by requesting a Direct
Debit Request
> you means the customer who has signed or authorised
by other means the Direct Debit Request
> your financial institution means the financial institution
nominated by you on the DDR at which the account is
maintained
Page 52
You may change, stop or defer a debit payment, or
terminate this agreement by providing us with at least five
(5) days notification by writing to:
Aspen Funds Management,
129 St Georges Terrace,
Perth WA 6000
Fax (08) 9220 8401
E-mail funds@aspengroup.com.au
or
by telephoning us on 1800 220 840 during business
hours
or
arranging it through your own financial institution.
Your obligations
Disputes
It is your responsibility to ensure that there are sufficient
clear funds available in your account to allow a debit
payment to be made in accordance with the Direct Debit
Request.
If you believe that there has been an error in debiting your
account, you should notify us directly on 1800 220 840 and
confirm that notice in writing with AFM as soon as possible
so that the query can be resolved more quickly. AFM will
respond to debit disputes within 45 days. Alternatively you
can take it up with your financial institution direct.
If there are insufficient clear funds in your account to meet
a debit payment:
(a)you may be charged a fee and/or interest by your
financial institution;
(b) you may also incur fees or charges imposed or incurred
by us; and
(c) you must arrange for the debit payment to be made by
another method or arrange for sufficient clear funds to
be in your account by an agreed time so that we can
process the debit payment.
You should check your account statement to verify that the
amounts debited from your account are correct.
If Aspen Funds Management Ltd is liable to pay goods
and services tax (“GST”) on a supply made in connection
with this agreement, then you agree to pay Aspen Funds
Management Ltd on demand an amount equal to the
consideration payable for the supply multiplied by the
prevailing GST rate.
Accounts
You should check:
(a)with your financial institution whether direct debiting is
available from your account as direct debiting is not
available on all accounts offered by financial institutions;
(b)your account details which you have provided to us
are correct by checking them against a recent account
statement; and
(c)with your financial institution before completing the
Direct Debit Request if you have any queries about how
to complete the Direct Debit Request.
If it is concluded as a result of the investigations that your
account has been incorrectly debited, AFM will respond
to your query by arranging for your financial institution
to adjust your account (including interest and charges)
accordingly. AFM will also notify you in writing of the
amount by which your account has been adjusted.
If AFM conclude as a result of the investigations that your
account has not been incorrectly debited we will respond
to your query by providing you with reasons and any
evidence for this finding in writing.
Enquiries
If you wish to notify us in writing about anything relating to
this agreement, you should write to:
Aspen Funds Management Ltd,
129 St Georges Terrace,
Perth WA 6000
Fax (08) 9220 8401
E-mail funds@aspengroup.com.au
We will notify you by sending a notice in the ordinary post to
the address you have given us in the Direct Debit Request.
Any notice will be deemed to have been received on the
third banking day after posting.
We will keep any information (including your account
details) in your Direct Debit Request confidential. We will
make reasonable efforts to keep any such information
that we have about you secure and to ensure that any of
the employees or agents who have access to information
about you do not make any unauthorised use, modification,
reproduction or disclosure of that information.
We will only disclose information that we have about you:
(a) to the extent specifically required by law; or
(b) for the purposes of this agreement (including disclosing
information in connection with any query or claim).
Page 53
Section 11
Glossary
Additional Properties means any Additional Properties purchased by Aspen Parks as part of the investment strategy
described in this Offer Document.
AFM means Aspen Funds Management Ltd (ABN 48 104 322 278, AFSL 227933).
AFSL means Australian Financial Services Licence.
Application Amount means the amount of funds applied to buy Securities in the Fund (Funds Received net of any
agreed adviser fee for service).
Application Price means the daily price at which new Stapled Securities would be issued to Investors and includes an
element of accrued income, as detailed in Section 2.4.
Application Price (ex-distribution) means the Application Price excluding any accrued income.
APPM means Aspen Parks Property Management Ltd (ABN 91 096 790 331).
APPT means Aspen Parks Property Trust (ARSN 108 328 669).
ASIC means the Australian Securities and Investments Commission.
Aspen Hardship Facility means the agreement between Aspen Group and AFM described in Section 9.1.1.
Aspen Parks or APPF means Aspen Parks Property Fund, the economic entity created from the Stapled Securities of
Aspen Parks Property Trust (ARSN 108 328 669) and Aspen Parks Property Management Ltd (ABN 91 096 790 331).
Aspen Group or Aspen means the stapled listed entity (ASX code: APZ) comprising Aspen Group Ltd (ABN 50 004 160
927) (which includes its wholly owned subsidiary AFM) and Aspen Property Trust (ARSN 104 807 767).
ASX or Australian Securities Exchange means the principal exchange for the trading in shares, bonds and certain
other securities in Australia.
Business Day means a day, other than Saturday and Sunday, on which banks are open for general banking business
in Western Australia.
CGT means Capital Gains Tax.
Compliance Committee means the committee appointed under the Corporations Act and the Constitution to monitor
the Responsible Entity’s adherence with the Compliance Plan and to report any breach of the Corporations Act or the
Constitution by the Responsible Entity to ASIC.
Compliance Plan means the Compliance Plan of APPT.
Constitution means the Constitution of APPT and/or the Constitution of APPM both dated 8 March 2004 together with
any amendments to those Constitutions which have been lodged with ASIC.
Corporations Act means the Corporations Act 2001 (Commonwealth of Australia).
CPI means the consumer price index as published by the Australian Bureau of Statistics.
Fund means Aspen Parks.
Page 54
Funds Received means the monies received by Aspen Parks Property Fund from an Investor, which are then applied
to the Application Amount (net of any agreed adviser fee for service).
IDPS means an administration service or trust whereby an Investor can access several investments or a superannuation
master trust that allows an investor to specify investments.
IDPS Operator means the operator or trustee of an IDPS.
Investor means any person who is a Stapled Securityholder, or is seeking to become a Stapled Securityholder.
LVR means loan to value ratio which banks use to measure the level of gearing in relation to the value of their security.
Manager means Aspen Funds Management Ltd (ABN 48 104 322 278, AFSL 227933).
Net Asset Value means the market value of the Fund’s investments plus any other assets in the Fund, less the liabilities
of the Fund, in accordance with current accounting policies.
Net Tangible Assets means the market value of the Fund’s investments plus any other assets in the Fund, less any
intangible assets and/or fees, less the liabilities of the Fund, in accordance with current accounting policies.
Offer means the offer of Stapled Securities pursuant to the Offer Document.
Offer Document means this document which offers Investors an opportunity to apply for Stapled Securities in Aspen
Parks.
Platform means Investor Directed Portfolio Service or IDPS-like scheme (known commonly as a master trust or wrap
account) or a nominee service.
Properties means all of the Properties held by Aspen Parks.
Responsible Entity means Aspen Funds Management Ltd (ABN 48 104 322 278; AFSL 227933).
Security or Stapled Security means one Unit in APPT and one Share in APPM, which have been stapled together to
form one Security for the purposes of an investment in Aspen Parks.
Securityholder means any person or entity whose application for Securities in Aspen Parks is accepted and allocated
Stapled Securities.
Share means a Share in APPM representing the shareholder’s proportion interest in the Company assets.
Trust means the Aspen Parks Property Trust (ARSN 108 328 669).
Unit means a Unit in the Trust representing the unitholder’s proportionate interest in the Trust assets.
WA means Western Australia.
Withdrawal Allowance means 10% of the Fund’s new equity raised over a calendar year to fund Withdrawal Offers as
outlined in Section 1.13.
Withdrawal Offers means offers to Investors to withdraw their investment as outlined in Section 1.13.
Withdrawal Price means the price at which Stapled Securities are withdrawn from the Fund, as detailed in Section 2.5.
Page 55
Section 12
Frequently Asked Questions
How do I make an application?
You must complete the Application Form which forms part of this Offer
Document, and forward it with your payment to the address as stated.
What am I investing in?
The investment is in Aspen Parks, an economic entity created by the joining
of Aspen Parks Property Trust and Aspen Parks Property Management,
which owns a portfolio of holiday and accommodation parks providing
accommodation to holiday, short stay and long term residents. The income
earned by each park contributes to the Fund’s total net profit, from which a
distribution of income is paid to each Investor.
Who is managing the
investment?
The manager is Aspen Funds Management, which oversees the operation of
the Fund. AFM holds an Australian Financial Services Licence (AFSL 227 933).
What are the risks of investing?
An investment in Aspen Parks has both general and specific risks. An outline of
the major risks is provided in Section 5 “Investment Considerations and Risks”.
How often will I receive income?
It is the Fund’s current policy for distributions to be paid monthly, one month in
arrears. However, it should be noted that distributions are paid at the discretion
of Directors.
What fees are deducted from
my initial application monies?
There are no fees deducted directly from your application money, unless you
agree an upfront fee for service with your adviser. Fees are paid to a variety of
parties as disclosed in Section 8 “Fees and Other Costs” however these are
paid from the combined assets and income of the Fund.
Can a self managed
superannuation fund invest?
Complying superannuation funds are able to participate in the Fund, subject
to the investment mandate of the particular superannuation fund. Aspen
Parks is a widely held investment as defined in Part 8 of the Superannuation
Industry (Supervision) Act 1993. This allows a Self Managed Superannuation
Fund to participate in the investment under investment rules introduced by the
Superannuation Legislation Amendment Act (No 4) 1999.
Are any fees being paid to
financial advisers?
You may elect to pay your adviser a professional fee for service (inclusive of any
GST) from your Funds Received for Securities allotted under the Offer. This will
be deducted from your Funds Received and then paid to your adviser following
the allotment of your Securities. The remaining funds will form the Application
Amount, which will be applied to the purchase of Securities in the Fund. This is
at the individual Investor’s discretion.
Page 56
Can I sell my Stapled Securities
once they have been issued?
There is no guaranteed facility to purchase Stapled Securities from
Securityholders, and no public market for the trading of Stapled Securities.
Each Securityholder is free to sell Stapled Securities privately to another
person. However, the Manager intends to make Withdrawal Offers available
annually. These Withdrawal Offers will be funded out of a minimum of 10% of
the new equity raised over the previous year. In addition, Aspen Group provides
a Hardship Facility (refer Section 9.1.1).
Where can I find the latest
Application Price?
The latest Application Price can be found on the Aspen Group website
www.aspenfunds.com.au/funds or by contacting Aspen on 1800 220 840.
How will I know what my
investment is worth?
The Manager will from time to time have the assets of Aspen Parks valued by an
independent valuer and determine the value of each Stapled Security. When a
change in valuation occurs, this will be reflected in the Fund’s Application Price
calculated in accordance with the Fund Constitution, and will be published on
the Aspen Group website.
Furthermore, each semi-annual distribution statement provides an estimated
exit value of each Securityholder’s holding in the Fund.
If I apply for Stapled Securities
when will I receive a transaction
statement?
The Manager will issue a transaction statement within seven business days
from acceptance of the application.
What information will I receive
once I have invested?
Investors will normally receive a quarterly newsletter which provides an
update on the Fund’s activities and have access to a Fund Update at
www.aspenfunds.com.au/aspenparks on a monthly basis. A semi-annual
distribution summary is also produced and annual statement of tax implications
for Securityholders to assist in completing their taxation return. Securityholders
will also receive an annual report and invitation to attend the Fund’s annual
general meeting.
Will I have to invest more funds
if Additional Properties are to be
acquired?
No. Where an Offer Document is issued to raise additional equity, existing
Securityholders are able to purchase more Stapled Securities but will not be
under any obligation to make any additional investment.
Why do I need to provide
information to verify the identity
of the Investor, and what
happens if I choose not to
provide that information?
AFM, as Manager, is required under the Anti-Money Laundering and CounterTerrorism Financing Act 2006 (AML Act) to obtain additional information about
the identity of Investors and to verify that information by inspecting appropriate
documents or by you providing certified copies of the documents. Until all
information required under the AML Act is received and verified, it will not be
possible to issue new Securities to Investors.
How do I complete identification
requirements?
If you apply through a financial planner or other adviser, they will obtain the
necessary documentation and provide it to us. If you apply without an adviser,
you should contact Aspen on 1800 220 840 or funds@aspengroup.com.au, or
check the website www.aspenfunds.com.au/funds/forms for details on what
you need to provide.
Page 57
Section 13
Application Instructions and Form
The Application Form Explained
On or from the date of this Offer Document, to invest in the
Fund directly, you need to complete this Application Form and
submit it to us with payment of your Application Amount.
Complete this form using ink and print within the boxes. Mark
appropriate answer boxes with a cross (X). This form should be
read in conjunction with the Offer Document dated 4 November
2013. No Stapled Securities will be issued or transferred
later than 13 months from the Offer Document. If you receive
this Offer Document electronically you should ensure that you
download and read the entire Offer Document.
If an Investor has received the document electronically, AFM
will provide a paper copy and attached application form free
of charge upon request, during the offer period. A person
who gives another person access to this Application Form
must give that person access to the Offer Document (and any
Supplementary documents) at the same time and by the same
means.
Section 1 - Applicant Details
This section must be completed by all Applicants.
• If this is your first investment in Aspen Parks Property Fund
check the first box.
• If you are adding to an existing investment in Aspen Parks
Property Fund, check the second box and provide your
existing account number and holding name (the Investor
registry can provide this information if you have not yet
received confirmation of previous investments).
Once you have completed this section, all Applicants should
proceed to section 2.
Section 2 - Individual Applicant Details
This section must be completed by individuals, joint individual
investor 1, trustee 1, executor 1 Applicants.
All parts of this section are mandatory and your investment will
not be processed if any required information is missing.
Once you have completed this section:
• single individual Applicants should proceed to section 4
(unless your adviser has completed section 15, then you
should proceed to section 9);
• joint individual and joint individual trustee Applicants should
proceed to section 3.
Section 3 - Joint Applicant Details
This section must be completed by joint individual investor 2,
trustee 2, executor 2 Applicants.
If more than two Applicants wish to jointly invest in the Fund,
please attach additional copies of the Application Form with the
additional Applicants’ details.
Once you have completed this section proceed to section 4
(unless your adviser has completed section 15, then you should
proceed to section 9).
Page 58
Section 4 - Verification Details For Individual Applicants
This section must be completed by individuals, joint individuals,
trustees or executors, if your adviser has not completed section
15 and submitted the required IFSA/FPA Form.
Each individual, joint individuals, trustee or executor Applicant
must provide a certified copy of either:
• one document from option 1 (a primary identification
document); or
• two documents from option 2, being one from category
A and one from category B (secondary identification
documents).
See ‘What is a certified copy?’ at the end of this section for
information on acceptable certified copies.
Once you have completed this section you should proceed to
section 9.
Section 5 - Corporate Applicant Details
This section must be completed by corporate Applicants or
corporate trustee Applicants.
Once you have completed this section proceed to section 6.
Section 6 - Verification Details For Corporate Applicants
This section must be completed by corporate Applicants and
corporate Trustee Applicants that are Australian proprietary
limited companies, if your adviser has not completed section 15
and submitted the required IFSA/FPA Form.
• You must advise how many directors there are and provide
the full name of each director. If there are more than two
directors, please attach additional copies of the Application
Form with the additional directors’ details.
• You must provide details of all individuals who are beneficial
owners through one or more shareholdings of more than
25% of the company’s issued capital in the shareholder
section. The full name and residential address is required. If
there are more than two relevant shareholders, please attach
additional copies of the Application Form with the additional
shareholders’ details.
• You must provide a certified copy of one of the identification
documents listed here.
Once you have completed this section:
• corporate Applicants should proceed to section 9; or
• corporate trustee Applicants should proceed to section 7.
Section 7 - Trustee Applicant Details
This section must be completed by all trustee Applicants,
including individual and joint or corporate trustee Applicants.
Individual and joint trust Applicants must also complete sections
2, 3 and 4.
Corporate trustee Applicants must also complete sections 5
and 6.
section 8.
Section 8 - Verification Details For Trustee Applicants
This section must be completed by all trustee Applicants,
including individual and joint or corporate trustee Applicants, if
your adviser has not completed section 15 and submitted the
required IFSA/FPA Form.
• You must advise how many beneficiaries there are and provide the full name of each beneficiary. If there are more
than four beneficiaries, please attach additional copies of the
Application Form with the additional beneficiary details.
Each trustee Applicant must provide a certified copy of either:
• one document from option 1 for self managed super funds;
or
• one document from option 2 for all other trusts.
Individual and joint trustee Applicants must also complete
sections 2, 3 and 4.
Corporate trustee Applicants must also complete sections 5
and 6.
section 9.
Section 13 - Adviser Details
This section should only be completed by financial advisers.
• Advisers should complete this section by providing their
name, company, AFSL holder (dealer group) name and
number, and the adviser’s authorised representative number.
• We will use the additional details, including the adviser’s
address, contact phone numbers and email address to
contact the adviser with any questions about the Application
Form.
Section 9 - TFN
This section must be read by all Applicants.
Once you have read this section, you should proceed to section
10.
Section 15 - Adviser Declaration
• If the adviser is responsible for verifying the identity of their
client for AML Legislation purposes please check the box
and sign and date this section.
• Advisers must provide a copy (this does not need to be a
certified copy) of the completed IFSA/FPA Form and submit
this with the Application Form.
• If advisers complete this section, their client does not need
to complete the applicable verification sections of the
Application Form (i.e. sections 4, 6 and/or 8).
Section 10 - Investment Details
• Advise how much you wish to invest, and how you will be
funding your investment.
• Note that your application cannot be processed until the
direct debit has been processed by your financial institution,
and your Application Form has been received by the registry.
• Direct debits can only be made to a maximum of
$500,000.00 per transaction.
Once you have completed this section, you should proceed to
section 11.
Section 11 - Bank Account Details For Distribution
Payments
• You must provide valid Australian bank account details to
receive distributions.
• Distributions cannot be paid in the form of a cheque.
section 12.
Section 12 - Communications Details
• You must elect to either receive correspondence relating to
your investment electronically or by mail.
• All electronic notices will be sent to the email address you
nominate in section 2 or 5.
section 16.
Section 14 - Adviser Remuneration
• Investors may elect to pay their adviser a professional fee
for service (inclusive of any GST) from their Funds Received
for Securities allotted under this Offer Document. This will
be deducted from their Funds Received and then paid to
the adviser and the net amount of the Funds Received (after
deducting the fee for service) is the Investor’s Application
Amount. This Application Amount will be invested into the
Fund.
• If this section is not completed, no adviser remuneration will
be paid.
Section 16 - Declaration And Authorisation
This section must be read and signed by all Applicants.
Once you have read and signed this section, you should attach
any required additional documentation to the Application
Form, including verification documentation required by AML
Legislation, and attach a cheque matching your Application
Amount if paying by cheque.
Applicant Checklist
Before you submit your application, please ensure you have
completed all requirements of the checklist.
Incomplete Applications
If for any reason Aspen Funds Management (AFM) is unable to
process your application (eg. if the application form is incorrectly
completed or AFM has not received all required identification
and verification documents), we may, at our absolute discretion,
delay your application and, where possible, request you to
rectify any deficiencies in your application. In such an instance,
your application monies will be held in a trust account pursuant
to section 1017E of the Corporations Act.
Page 59
Section 13
Application Instructions and Form continued
What Is A Certified Copy?
A certified copy is a document that has been certified as a true copy of the original document by one of the following persons:
• an officer with, or authorised representative of, a holder of an AFSL, having two or more continuous years of service with one or more
licensees.
• an officer with two or more continuous years of service with one or more financial institutions (for the purposes of the Statutory
Declaration Regulations 1993);
• a finance company officer with two or more continuous years of service with one or more finance companies (for the purposes of the
Statutory Declaration Regulations 1993);
• a Justice of the Peace;
• a notary public (for the purposes of the Statutory Declaration Regulations 1993);
• an agent of the Australian Postal Corporation who is in charge of an office supplying postal services to the public;
• a permanent employee of the Australian Postal Corporation with two or more years of continuous service who is employed in an office
supplying postal services to the public;
• a member of the Institute of Chartered Accountants in Australia, CPA Australia or the National Institute of Accountants with two or more
years of continuous membership;
• a person who is enrolled on the roll of the Supreme Court of a State or Territory, or the High Court of Australia, as a legal practitioner
(however described);
• a judge of a court;
• a magistrate;
• a chief executive officer of a Commonwealth court;
• a registrar or deputy registrar of a court;
• a police officer; or
• an Australian consular officer or an Australian diplomatic officer (within the meaning of the Consular Fees Act 1955).
What Must The Certifier Do?
The certifier must confirm the copy is certified as a true copy of the original documentation and clearly state their name and category.
Example of appropriate certification wording:
“I certify this (and the following pages each of which I have signed/initialled) to be a true copy of the document shown and reported to me
as the original.”
Correct Forms Of Registrable Name
Only legal entities are allowed to hold Stapled Securities in Aspen Parks Property Fund (APPF). Applications must be in the name(s) of
natural persons, companies or other entities acceptable to APPF. At least one full given name and the surname is required for each natural
person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if requested.
Type of Investor
Individual/Joint
Use given names, not initials.
Company
Use company name, not abbreviations. Trust
Use trustee(s) names
Use name of the trust in the account designator section
Superannuation Funds
Use name of trustee of fund
Use name of fund in the account designator section
Application
Form Reference
Correct Form of
Registrable Name
Incorrect Form of
Registrable Name
Sections 2/3
Mr John David Smith
JD Smith
ABC Pty Ltd
ABC P/L or ABC Co
Sections 2/3 or 5
Section 7
Mrs Joan Susan Smith
Joan Smith Family Trust
Joan Smith
Family Trust
Sections 2/3 or 5
Section 7
Mrs Joan Smith Pty Ltd Smith Super Fund
Mrs Joan Smith Superannuation Fund
Section 5
Deceased Estates1
Use executor(s) names
Sections 2/3
Mr John David Smith
Use name of the deceased in the account Section 7
Estate of the late Joan Smith designator section
A Minor (less than 18 years old)2
Use Trustee(s) personal names
Sections 2/3
Use name of the Minor in the account
Section 7
designator section
Mr John David Smith
Mr Sam Smith
Partnership
Use partners names
Use name of partnership in account
designator section
Mr John David Smith and Mrs Joan Smith
Smith and Co
Sections 2/3
Section 7
Estate of the late Joan Smith
Mr Sam Smith
Smith and Co.
1] A copy of the Grant of Probate or Letters of Administration, certified as being a true and accurate copy of the original needs to be provided with the
application form.
2] If the Minor does not hold a TFN, please supply the TFN of one of the Trustees.
Page 60
Investment Application Form
Section 1
APPLICANT DETAILS
(To be completed by all Applicants)
This is a new account
icat
io
ns
Offer of Stapled Securities being one unit in the Aspen Parks Property Trust and one share in Aspen Parks
Property Management Limited (ABN 91 096 790 331) under Offer Document No. 9 expiring on 4 December
2014. Aspen Funds Management Limited (ABN 48 104 322 278, AFSL 227933).
I am adding to an existing account (provide account number)
Existing holding name
A P
If any of your details have changed please provide below, otherwise compete sections 10, 13, 14 and 16
Section 2 INDIVIDUAL APPLICANT DETAILS
(To be completed by individuals, joint individual investor 1 , trustee 1,
executor 1)
Select one of the following options:
Individual Applicant
Individual trustee
(also complete section 7)
Title
Given name(s)
Joint Applicant
Joint individual trustee
Title
Given name(s)
Surname
Surname
ADDRESS DETAILS (This section is mandatory)
If residential address is the same as that of Applicant 1, cross here.
Residential address (This cannot be a PO Box )
pl
Residential address (This cannot be a PO Box)
Postcode
State
Section 3 JOINT APPLICANT DETAILS
(To be completed by joint individual investor 2, trustee 2, executor 2)
Postcode
State
Email address
ADDITIONAL DETAILS (This section is mandatory)
Date of birth (day/month/year)
Mobile phone number
-
/
/
Ap
At least one contact phone number must be provided.
Daytime phone number
-
Tax File Number OR exemption details
If mailing address is the same as residential address, cross here.
Postcode
State
To
Mailing address (Please complete if different from your residential address.
All correspondence will be sent here.)
ADDITIONAL DETAILS (This section is mandatory.)
/
/
ed
Section 4 VERIFICATION DETAILS
(To be completed by individuals, joint individuals, trustees or executors - trustee Applicants also complete section 7)
Cl
os
If you have a financial adviser, you can complete this section or your adviser
can complete section 15 and send us a copy of the relevant IFSA/FPA Form.
If you do not have a financial adviser, it is mandatory to complete this
section and provide certified copies of identification documentation for
each Applicant.
Option 1 - provide a certified copy of one (1) primary identification
document:
Australian State/Territory driver’s licence containing a photograph of the
person
Australian passport (a passport expired within the preceding two years is
acceptable)
Card issued by a State or Territory for the purpose of proving a person’s age
containing a photograph of the person
Foreign passport or similar travel document containing a photograph and
the signature of the person (and if applicable, an English translation by an
accredited translator)
Option 2 - provide one (1) secondary identification document from
category A and one (1) secondary identification document from category
B:
Category A
Australian birth certificate
Australian citizenship certificate
Pension card issued by Centrelink
Health card issued by Centrelink
Category B
A document issued by the Commonwealth or a State or Territory within the
preceding 12 months that records the provision of financial benefits
A document issued by the ATO within the preceding 12 months that
records a debt payable by the individual to the Commonwealth (or the
Commonwealth to the individual), which contains the individual’s name and
residential address (block out any TFN references)
A document issued by a local government body or utilities provider within
the preceding three months which records the provision of services to that
address or to that person (must contain the individual’s name and residential
address)
Page 61
section 5 CORPORATE APPLICANT DETAILS
(To be completed by corporate Applicants or corporate trustee
Applicants)
This section is only to be completed by corporate Applicants that are
Australian proprietary limited companies.
icat
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Corporate Applicant
Corporate trustee Applicant
section 6 VERIFICATION DETAILS
(To be completed by corporate Applicants and corporate trustee
Applicants that are Australian proprietary limited companies)
can complete section 15 and send us a copy of the relevant IFSA/FPA
Form.
Company name
If you do not have a financial adviser, it is mandatory to complete
this section and provide certified copies of identification
documentation.
ABN
How many directors are there?
Company registered address ( This cannot be a PO Box)
Provide the full name of each director:
Director 1 - full name
Postcode
State
Provide details of ALL individuals who are beneficial owners through one or
more shareholdings of more than 25% of the company’s issued capital:
Shareholder 1 - full name
Email address
Shareholder 1 - residential address (This cannot be a PO Box. )
Mobile phone number
-
Mailing address (Please complete if different from residential address. All
correspondence will be sent here.)
pl
-
State
Postcode
Postcode
State
To
Section 7 TRUSTEE APPLICANT DETAILS
(To be completed by all trust Applicants)
Ap
Self managed super fund
Other trust
Self managed super fund or other trust name
ed
Cl
os
ABN
Page 62
State
Postcode
Provide a certified copy of one identification document:
A search extract from the relevant ASIC database
If the ASIC database is not reasonably available, a certificate of
registration issued by ASIC
(To be completed by all trustee Applicants - individual/joint individual
trustee(s) also complete sections 2, 3 and 4 and corporate trustee(s) also
complete sections 5 and 6)
This section is to be completed by all trustee Applicants. For registered
managed investment schemes or government superannuation funds, please
contact us for verification requirements or provide the relevant IFSA/FPA
Form.
Form.
documentation.
Option 1 - Self Managed Super Funds
Provide the full name of each beneficiary
A search extract from the ASIC, ATO or relevant regulator’s website
(e.g. “Super Fund Lookup” at www.superfundlookup.gov.au)
A certified copy or extract of the trust deed
Option 2 - Other Trusts
A notice issued by the ATO within the last 12 months
(block out any TFN references)
A letter from a solicitor or qualified accountant that confirms the name of
the trust
Section 9 TAX FILE NUMBER
(To be read by all Applicants)
Section 11 DISTRIBUTION PAYMENTS
How would you like your distributions to be paid?
Reinvested
Credited to my bank account (details provided below)
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ns
Collection of tax file numbers is authorised by taxation laws. It is not
compulsory to provide your TFN. However, if you do not do so, tax will be
deducted from your distributions at the highest marginal tax rate plus the
Medicare levy. For more information about the use of tax file numbers or
available exemptions please refer to the Australian Taxation Office website
and select Tax Topics, then Tax File Numbers.
If left blank or no banking details are provided below, then your distributions
will automatically be reinvested.
Name of Financial Institution
Branch name
BSB
Account Number
Account name
SECTION 10investment selection
Section 12 COMMUNICATIONS DETAILS
Please specify the amount you wish to invest. Minimum application $10,000
and thereafter additional minimum of $1,000.
Initial or additional investments
$
,
.
,
Please select your preferred method of receiving communications in relation
to your investment:
electronic correspondence (we may send you paper copies of some
correspondence); or
paper correspondence (all correspondence will be sent to your mailing
address).
pl
Cheque
Please make cheque payable to ‘APPM
Proceeds Account’ and crossed ‘not
negotiable’.
As an Investor, you will receive regular communications from us regarding
the progress and performance of the Fund.
We will send paper copies of these to your mailing address unless you
request electronic correspondence.
All electronic notices will be sent to the email address you nominate
in section 2 or 5.
Would you like to receive a copy of the Fund’s annual financial statements each year?
Ap
EFT
Please contact AFM for bank details.
Please ensure that you include the family
name of the investor or the name of
company or trust in this field. Please attach a
copy of the EFT receipt to the application
form.
If you would like us to debit your investment directly from your bank account, please complete the section below:
Branch name
BSB
To
• I/We request Aspen Funds Management Ltd User ID 416 803 to debit
funds from my/our nominated bank account via the Bulk Electronic
Clearing System (BECS) according to details specified above
• I/We read and understood the Aspen Direct Debit Request (DDR) Service
Agreement in Section 10 of the Offer Document.
Yes
No
section 13 ADVISER DETAILS
(To be completed by financial adviser)
Financial adviser name
Adviser company name
Dealer Group
AFSL number
Authorised representative number
Adviser postal address
Account Number
ed
Account name
Postcode
State
Business phone number
-
os
All account signatories must sign below
Signature of bank account holder or company officer
Mobile phone number
-
Date
-
Adviser email address
/
/
/
/
Name
Cl
Date
Name
Page 63
SECTION 14 ADVISER remuneration
$
If fee details are not completed, no upfront professional fee for
service will be paid to an adviser.
Example: If $10,000 is received and you agree with your adviser a
professional fee for service of $300 (inclusive of GST), then the adviser will
receive $300 (inclusive of GST) and $9,700 will be invested in the Fund.
section 15 ADVISER DECLARATION
FINANCIAL ADVISER DECLARATION – AML LEGISLATION VERIFICATION
RECORDS AND CUSTOMER IDENTIFICATION PROCEDURES
Please complete and enclose a copy of the relevant identification form
issued by Investment and Financial Services Association Limited/Financial
Planning Association of Australia (IFSA/FPA Form) in relation to the Applicant
referred to in this Application Form.
Signature
Date
/
Ap
pl
By crossing this box and submitting the IFSA/FPA Form with this
Application Form, the financial adviser represents to the Responsible
Entity that they:
1. have followed the IFSA/FPA Industry Guidance Note No. 24 and any
other applicable AML Legislation;
2. will make available to the Responsible Entity, on request, original
verification and identification records obtained by the financial adviser in
respect of the Applicant, being those records referred to in the IFSA/FPA
Form;
3. will provide details of the customer identification procedures adopted by
the financial adviser in relation to the Applicant;
4. have kept a record of the Applicant’s identification and verification and
will retain these on file for a period of seven years after their relationship
with the Applicant has ended;
5. will use reasonable efforts to obtain additional information from the
Applicant if the Responsible Entity requests the financial adviser to do
so;
6. will not knowingly do anything to put the Responsible Entity in breach of
AML Legislation; and
7. will notify the Responsible Entity immediately if they become aware
of anything that would put the Responsible Entity in breach of AML
Legislation.
By completing and lodging this Application Form and providing the amount
subscribed, I/we declare that:
• I/we have personally received (or accessed an electronic copy) and read
and understood the Offer Document and any supplementary documents
to which this application applies and agree to the offer contained in it
and to be bound by the terms of the Constitutions of APPT and APPM.
• The details inserted on the Application Form are complete and accurate.
• If investing as trustee, on behalf of a superannuation fund or trust I/
we confirm that I/we am/are acting in accordance with my/our
designated powers and authority under the trust deed. In the case of a
superannuation fund, I/we also confirm that it is a complying fund under
the Superannuation Industry (Supervision) Act.
Further, by completing and lodging this Application Form, I/we
acknowledge:
• AFM may accept or reject the application in whole or in part, and it has
absolute discretion to allocate Securities as it sees fit.
• Receiving the Privacy Act collection statement printed below.
• I/we have had the opportunity to seek independent professional advice
regarding the legal, tax and financial implications of subscribing to the
APPF.
• That authorised investment advisers and stockbrokers may receive
remuneration on an investment in the Fund. Any remuneration paid is at
the direction of the investor, and is paid via a direct deduction from the
applications monies received.
• Stamped Securities may either be, at the sole discretion of the Manager,
issued or transferred pursuant to this application.
• I/we will give any person to whom I/we give access to the electronic
application form, access to the Offer Document and any supplementary
document, at the same time.
• If I/we have received the Offer Document electronically. I/we have had
access to a paper copy of the Offer Document and any supplementary
document if requested.
Privacy Statement: AFM is collecting the information in the form for the
primary purpose of issuing Securities in AFM investment products. The
information will also be used to forward to you periodic information relating
to your investments and from time to time provide to you information of a
generic or marketing nature relating to Aspen.
This information will not be made available to any third party, other than
as required by law and to service providers for permitted related purposes
(for example, auditors, consultants and advisers) for the purpose of
administering the investment. By executing this form, you provide your
consent to AFM to disclose your information to such service providers and
to use your information for the purposes referred to above. If you wish to
request access to your information or if you have any complaint in relation to
the manner in which AFM has handled your information, please contact us.
For more information relating to AFM privacy policy please contact AFM on
1800 220 840.
Signing Instructions: This form should be signed by the securityholder. If
a joint holding, all securityholders should sign unless indicated otherwise on
your latest operating instructions. If signed by the securityholder’s attorney,
the power of attorney must have been previously noted by the registry or
a certified copy attached to this form. If executed by a company, the form
must be executed in accordance with the securityholder’s constitution and
the Corporations Act 2001 (Cth).
Signature
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ns
Please remunerate my adviser
from my/our Funds Received.
Section 16 Declaration and Authorisation
/
To
By signing this Application Form, you are confirming
that you are authorised to advise on managed investments
APPLICANT ChECKLIST
Before you submit your Application Form to the Responsible Entity, you
should have:
Cl
os
ed
ITEM
(Please check box when completed)
Completed section 1 – all Applicants
Completed section 2 – if you are an individual Applicant
Completed section 3 – if you are a joint Applicant
Completed section 4 – all individual/joint Applicants
Completed section 5 – if you are a corporate Applicant
Completed section 7 – if you are a trust Applicant
Read section 9 – all Applicants
Had your financial adviser complete sections 13, 14 and 15
Mail to:
Aspen Funds Management PO Box Z5025
Perth Page 64
WA 6831
Date
/
/
Name
If a Company Officer or Trustee, you MUST specify your title:
Sole Director
Director
Trustee
Other
Signature
Date
/
/
Name
Director
Trustee
Other
If the application is signed by more than one person, who will operate the
account
Any to sign
All to sign together
Enquiries:
FreeCall
Telephone
Facsimile
Email 1800 220 840
(08) 9220 8400
(08) 9225 7411
funds@aspengroup.com.au
Investment Application Form
Section 1
APPLICANT DETAILS
This is a new account
icat
io
ns
Offer of Stapled Securities being one unit in the Aspen Parks Property Trust and one share in Aspen Parks
Property Management Limited (ABN 91 096 790 331) under Offer Document No. 9 expiring on 4 December
2014. Aspen Funds Management Limited (ABN 48 104 322 278, AFSL 227933).
I am adding to an existing account (provide account number)
Existing holding name
A P
If any of your details have changed please provide below, otherwise compete sections 10, 13, 14 and 16
Section 2 INDIVIDUAL APPLICANT DETAILS
(To be completed by individuals, joint individual investor 1 , trustee 1,
executor 1)
Individual Applicant
Individual trustee
Title
Given name(s)
Joint Applicant
Joint individual trustee
Title
Given name(s)
Surname
Surname
If residential address is the same as that of Applicant 1, cross here.
Residential address (This cannot be a PO Box )
pl
Residential address (This cannot be a PO Box)
Postcode
State
Section 3 JOINT APPLICANT DETAILS
(To be completed by joint individual investor 2, trustee 2, executor 2)
Postcode
State
Email address
Mobile phone number
-
/
/
Ap
-
Postcode
State
To
Mailing address (Please complete if different from your residential address.
All correspondence will be sent here.)
ADDITIONAL DETAILS (This section is mandatory.)
/
/
ed
Section 4 VERIFICATION DETAILS
(To be completed by individuals, joint individuals, trustees or executors - trustee Applicants also complete section 7)
Cl
os
can complete section 15 and send us a copy of the relevant IFSA/FPA Form.
If you do not have a financial adviser, it is mandatory to complete this
section and provide certified copies of identification documentation for
each Applicant.
Option 1 - provide a certified copy of one (1) primary identification
document:
Australian State/Territory driver’s licence containing a photograph of the
person
Australian passport (a passport expired within the preceding two years is
acceptable)
Card issued by a State or Territory for the purpose of proving a person’s age
containing a photograph of the person
Foreign passport or similar travel document containing a photograph and
the signature of the person (and if applicable, an English translation by an
accredited translator)
Option 2 - provide one (1) secondary identification document from
category A and one (1) secondary identification document from category
B:
Category A
Australian birth certificate
Australian citizenship certificate
Pension card issued by Centrelink
Health card issued by Centrelink
Category B
A document issued by the Commonwealth or a State or Territory within the
preceding 12 months that records the provision of financial benefits
A document issued by the ATO within the preceding 12 months that
records a debt payable by the individual to the Commonwealth (or the
Commonwealth to the individual), which contains the individual’s name and
residential address (block out any TFN references)
A document issued by a local government body or utilities provider within
the preceding three months which records the provision of services to that
address or to that person (must contain the individual’s name and residential
address)
Page 65
section 5 CORPORATE APPLICANT DETAILS
(To be completed by corporate Applicants or corporate trustee
Applicants)
This section is only to be completed by corporate Applicants that are
Australian proprietary limited companies.
icat
io
ns
Corporate Applicant
Corporate trustee Applicant
(To be completed by corporate Applicants and corporate trustee
Applicants that are Australian proprietary limited companies)
Form.
Company name
documentation.
ABN
How many directors are there?
Company registered address (This cannot be a PO Box)
Provide the full name of each director:
Postcode
State
Provide details of ALL individuals who are beneficial owners through one or
more shareholdings of more than 25% of the company’s issued capital:
Email address
Mobile phone number
-
Mailing address (Please complete if different from residential address. All
correspondence will be sent here.)
pl
-
State
Postcode
Postcode
State
To
Section 7 TRUSTEE APPLICANT DETAILS
(To be completed by all trust Applicants)
Ap
Self managed super fund
Other trust
Self managed super fund or other trust name
ed
Cl
os
ABN
Page 66
State
Postcode
A search extract from the relevant ASIC database
If the ASIC database is not reasonably available, a certificate of
registration issued by ASIC
(To be completed by all trustee Applicants - individual/joint individual
trustee(s) also complete sections 2, 3 and 4 and corporate trustee(s) also
complete sections 5 and 6)
This section is to be completed by all trustee Applicants. For registered
managed investment schemes or government superannuation funds, please
contact us for verification requirements or provide the relevant IFSA/FPA
Form.
Form.
documentation.
Option 1 - Self Managed Super Funds
Provide the full name of each beneficiary
A search extract from the ASIC, ATO or relevant regulator’s website
(e.g. “Super Fund Lookup” at www.superfundlookup.gov.au)
Option 2 - Other Trusts
A notice issued by the ATO within the last 12 months
(block out any TFN references)
A letter from a solicitor or qualified accountant that confirms the name of
the trust
Section 9 TAX FILE NUMBER
(To be read by all Applicants)
Section 11 DISTRIBUTION PAYMENTS
How would you like your distributions to be paid?
Reinvested
Credited to my bank account (details provided below)
icat
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Collection of tax file numbers is authorised by taxation laws. It is not
compulsory to provide your TFN. However, if you do not do so, tax will be
deducted from your distributions at the highest marginal tax rate plus the
Medicare levy. For more information about the use of tax file numbers or
available exemptions please refer to the Australian Taxation Office website
and select Tax Topics, then Tax File Numbers.
If left blank or no banking details are provided below, then your distributions
will automatically be reinvested.
Branch name
BSB
Account Number
Account name
SECTION 10investment selection
Section 12 COMMUNICATIONS DETAILS
Please specify the amount you wish to invest. Minimum application $10,000
and thereafter additional minimum of $1,000.
Initial or additional investments
$
,
.
,
Please select your preferred method of receiving communications in relation
to your investment:
electronic correspondence (we may send you paper copies of some
correspondence); or
paper correspondence (all correspondence will be sent to your mailing
address).
pl
Cheque
Please make cheque payable to ‘APPM
Proceeds Account’ and crossed ‘not
negotiable’.
As an Investor, you will receive regular communications from us regarding
the progress and performance of the Fund.
We will send paper copies of these to your mailing address unless you
request electronic correspondence.
All electronic notices will be sent to the email address you nominate
in section 2 or 5.
Would you like to receive a copy of the Fund’s annual financial statements each year?
Ap
EFT
Please contact AFM for bank details.
Please ensure that you include the family
name of the investor or the name of
company or trust in this field. Please attach a
copy of the EFT receipt to the application
form.
If you would like us to debit your investment directly from your bank account, please complete the section below:
Branch name
BSB
To
• I/We request Aspen Funds Management Ltd User ID 416 803 to debit
funds from my/our nominated bank account via the Bulk Electronic
Clearing System (BECS) according to details specified above
• I/We read and understood the Aspen Direct Debit Request (DDR) Service
Agreement in Section 10 of the Offer Document.
Yes
No
section 13 ADVISER DETAILS
Financial adviser name
Adviser company name
Dealer Group
AFSL number
Authorised representative number
Adviser postal address
Account Number
ed
Account name
Postcode
State
Business phone number
-
os
All account signatories must sign below
Mobile phone number
-
Date
-
Adviser email address
/
/
/
/
Name
Cl
Date
Name
Page 67
SECTION 14 ADVISER remuneration
$
If fee details are not completed, no upfront professional fee for
service will be paid to an adviser.
Example: If $10,000 is received and you agree with your adviser a
professional fee for service of $300 (inclusive of GST), then the adviser will
receive $300 (inclusive of GST) and $9,700 will be invested in the Fund.
section 15 ADVISER DECLARATION
FINANCIAL ADVISER DECLARATION – AML LEGISLATION VERIFICATION
RECORDS AND CUSTOMER IDENTIFICATION PROCEDURES
Please complete and enclose a copy of the relevant identification form
issued by Investment and Financial Services Association Limited/Financial
Planning Association of Australia (IFSA/FPA Form) in relation to the Applicant
referred to in this Application Form.
Signature
Date
/
Ap
pl
By crossing this box and submitting the IFSA/FPA Form with this
Application Form, the financial adviser represents to the Responsible
Entity that they:
1. have followed the IFSA/FPA Industry Guidance Note No. 24 and any
other applicable AML Legislation;
2. will make available to the Responsible Entity, on request, original
verification and identification records obtained by the financial adviser in
respect of the Applicant, being those records referred to in the IFSA/FPA
Form;
3. will provide details of the customer identification procedures adopted by
the financial adviser in relation to the Applicant;
4. have kept a record of the Applicant’s identification and verification and
will retain these on file for a period of seven years after their relationship
with the Applicant has ended;
5. will use reasonable efforts to obtain additional information from the
Applicant if the Responsible Entity requests the financial adviser to do
so;
6. will not knowingly do anything to put the Responsible Entity in breach of
AML Legislation; and
7. will notify the Responsible Entity immediately if they become aware
of anything that would put the Responsible Entity in breach of AML
Legislation.
By completing and lodging this Application Form and providing the amount
subscribed, I/we declare that:
• I/we have personally received (or accessed an electronic copy) and read
and understood the Offer Document and any supplementary documents
to which this application applies and agree to the offer contained in it
and to be bound by the terms of the Constitutions of APPT and APPM.
• The details inserted on the Application Form are complete and accurate.
• If investing as trustee, on behalf of a superannuation fund or trust I/
we confirm that I/we am/are acting in accordance with my/our
designated powers and authority under the trust deed. In the case of a
superannuation fund, I/we also confirm that it is a complying fund under
the Superannuation Industry (Supervision) Act.
Further, by completing and lodging this Application Form, I/we
acknowledge:
• AFM may accept or reject the application in whole or in part, and it has
absolute discretion to allocate Securities as it sees fit.
• Receiving the Privacy Act collection statement printed below.
• I/we have had the opportunity to seek independent professional advice
regarding the legal, tax and financial implications of subscribing to the
APPF.
• That authorised investment advisers and stockbrokers may receive
remuneration on an investment in the Fund. Any remuneration paid is at
the direction of the investor, and is paid via a direct deduction from the
applications monies received.
• Stamped Securities may either be, at the sole discretion of the Manager,
issued or transferred pursuant to this application.
Privacy Statement: AFM is collecting the information in the form for the
primary purpose of issuing Securities in AFM investment products. The
information will also be used to forward to you periodic information relating
to your investments and from time to time provide to you information of a
generic or marketing nature relating to Aspen.
This information will not be made available to any third party, other than
as required by law and to service providers for permitted related purposes
(for example, auditors, consultants and advisers) for the purpose of
administering the investment. By executing this form, you provide your
consent to AFM to disclose your information to such service providers and
to use your information for the purposes referred to above. If you wish to
request access to your information or if you have any complaint in relation to
the manner in which AFM has handled your information, please contact us.
For more information relating to AFM privacy policy please contact AFM on
1800 220 840.
Signing Instructions: This form should be signed by the securityholder. If
a joint holding, all securityholders should sign unless indicated otherwise on
your latest operating instructions. If signed by the securityholder’s attorney,
the power of attorney must have been previously noted by the registry or
a certified copy attached to this form. If executed by a company, the form
must be executed in accordance with the securityholder’s constitution and
the Corporations Act 2001 (Cth).
Signature
icat
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Please remunerate my adviser
from my/our Funds Received.
Section 16 Declaration and Authorisation
/
To
By signing this Application Form, you are confirming
that you are authorised to advise on managed investments
APPLICANT ChECKLIST
Before you submit your Application Form to the Responsible Entity, you
should have:
Cl
os
ed
ITEM
(Please check box when completed)
Completed section 2 – if you are an individual Applicant
Completed section 3 – if you are a joint Applicant
Completed section 4 – all individual/joint Applicants
Read section 9 – all Applicants
Had your financial adviser complete sections 13, 14 and 15
Mail to:
Aspen Funds Management PO Box Z5025
68
Perth Page 68
WA 6831
Date
/
/
Name
Sole Director
Director
Trustee
Other
Signature
Date
/
/
Name
Director
Trustee
Other
If the application is signed by more than one person, who will operate the
account
Any to sign
All to sign together
Enquiries:
FreeCall
Telephone
Facsimile
Email 1800 220 840
(08) 9220 8400
(08) 9225 7411 Aspen Parks Property Fund Offer Document No.8
funds@aspengroup.com.au
Manager and Responsible Entity
Aspen Funds Management Limited
ABN 48 104 322 278, AFSL 22 7933
Directors:
Frank Zipfinger
Hugh Martin
Clive Appleton
Guy Farrands
Clem Salwin
ABN 91 096 790 331
Directors:
Reginald Gillard
Hugh Martin
Clem Salwin
All correspondence sent to the registered office for both entities:
Level 3, 129 St Georges Terrace, Perth WA 6000
Phone (08) 9220 8400
Fax
(08) 9225 7411
E-mailfunds@aspengroup.com.au
Auditors
Deloitte Touche Tohmatsu
Level 14, Woodside Plaza
240 St Georges Terrace, Perth WA 6000
Registry Details (Registry held in Western Australia)
Link Market Services
Level 12, 680 George Street, Sydney NSW 2000
Investor or Adviser Enquiries
Freecall 1800 220 840
between 8:30am and 5:00pm WST
Level 3, Newspaper House
129 St Georges Tce,
Perth, WA 6000
PO Box Z5025 St Georges Tce
Perth, WA 6831
T
F
+61 8 9220 8400
+61 8 9225 7411
ABN 50 004 160 927
aspengroup.com.au

Date: 11 March 2014 Title: Aspen Parks Property Fund

Transcription

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