Private Land and Property Fund logo

PLP – new Other Material Information Document

Listing Change25 September 2019PLPReal Estate

Private Land
and Property

Fund

Of the Booster Investment Scheme 2

Other material information

26 September 2019

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Table of contents

1 Introduction

Page 3

2 Information about the Private Land and Property Fund

Page 3

2.1 Investing in the Fund

Page 3

2.2 Interest in the Fund

Page 4

2.3 Property investments of the Fund

Page 5

2.4 Borrowings

Page 11

2.5 Calculation of Fund value and unit value

Page 12

2.6 Income distributions

Page 12

2.7 Market indices

Page 13

2.8 Suspension

Page 13

2.9 Amendment of the Trust Deed

Page 13

2.10 Winding up a Fund and the Scheme

Page 14

2.11 Risk indicators

Page 14

2.12 Taxation

Page 15

2.13 Basis of Estimates for Fees

Page 17

3 Guarantees

Page 18

4 Who is involved with the Scheme

Page 19

5 Conflicts of interest

Page 22

6 Other material contracts

Page 25

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1. Introduction

Information included in this document is current as at 26 September 2019.

This document is designed to provide potential investors with information on the Booster Investment Scheme 2

(Scheme) that we believe may be material to a decision to invest in the Scheme. The information provided

complements the Product Disclosure Statement (PDS) for the Scheme that the investor received so it is

important that these documents are read together.

The Scheme currently offers the following fund:

• Private Land and Property Fund (the Fund)

Additional information regarding the operation of the Scheme can be found in the Scheme’s Trust Deed which

can be viewed on the scheme register at

www.disclose-register.companiesoffice.govt.nz.

Where the term “we”, “us”, “our”, “ourselves” or “Booster” is used, we mean Booster Investment Management

Limited, the Manager of the Scheme.

It is not possible to include full information on all aspects of the Scheme in the PDS and/or this document and

you may have further questions about the suitability of the Scheme as an investment for you. If you do have any

questions, we would be pleased to hear from you. You can contact us on 04 894 4300. You can also discuss your

personal situation with your financial adviser.


2. Information about the Private Land and Property Fund

2.1 Investing in the Fund

An investor can choose to make an investment in the Fund, either through the Booster wrap administration

system (the System) or through an NZX Participant (such as a broker).

Investing through the System

To invest in the Fund through the System, an investor must first enter into an agreement (Agreement), being

either:

a. A Client Custody Agreement with Booster Custodial Administration Services Limited (and use the services

of a financial adviser authorised to use the Booster wrap administration system (System)); or

b. An Agreement with a financial adviser authorised to provide a Discretionary Investment Management

Service and to use the Booster wrap administration system.

The Agreement enables the investor to invest in the Fund through an account in the System and sets out the

terms and conditions upon which access is provided through the System. Under the Agreement all of the

investor’s investments are held by, and in the name of, a custodian to the System to ensure that beneficial

ownership of the investments remain with the investor, not the financial adviser or us. The custodian is Asset

Custodian Nominees Limited, a bare trust established solely for this purpose, and is owned by Booster Financial

Services Limited. The custodian of the System can change from time to time without prior notification.

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Buying units on the NZX Main Board (code PLP)

You can buy units in the Fund on market at the quoted price through an NZX Participant (such as a broker). In

order to trade quoted units, you will need to have a Common Shareholder Number (CSN) an Authorisation Code

(FIN) and a relationship with an NZX Participant. See www.nzx.com/services/market-participants for a list of

current NZX Participants.

You can view the Fund’s NZX page at www.nzx.com/companies/PLP, including all announcements made on the

NZX at www.nzx.com/companies/PLP/announcements

Applications

We may accept or decline applications at our discretion. No interest will be paid on applications that are declined

in whole or in part (except as required by law). We may invite offers for investments in the Fund and any offer

may be underwritten. We may set minimum application amounts and balances and may waive or vary the

minimum application and balance amounts at any time. See the PDS for further information.


2.2 Interest in the Fund

We keep a register of all investors in the Fund and a record is kept showing:

• investments made by the investor;

• investments made on behalf of the investor;

• other credits due to the investor;

• withdrawals made;

• fees and expenses deducted (other than those that are deducted from the assets of the Fund);

• tax paid; and

• other debits relevant to the investor.

Investments expressed in units

The Fund is divided into units. Each unit confers an equal interest in the Fund, although investors do not acquire

any direct right or interest in any of the investments held by the Fund.

Investments and other credits to the Scheme are used to purchase units in the Fund by the investor. Similarly,

withdrawal payments and other deductions are made by selling units.

The value of each investor’s units from time to time will depend on the value of the Fund and the number and

unit price of units held in the Fund. Investment returns (whether gains or losses) will be reflected by changes in

unit prices.

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2.3 Property Investments of the Fund

The Fund holds units in a separate wholesale fund managed by Booster – the Private Land and Property Portfolio

(Wholesale Fund) established under the Booster Investment Scheme, a separate scheme also managed by the

Manager.

Details of the investments held by the Wholesale Fund as at 25 September 2019 are provided below.

In addition to the investments listed below, the Wholesale Fund will from time to time consider further investment

opportunities.


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1.Vineyard Properties in Awatere Valley, Marlborough

Property Details

Property Value (at Manager’s valuation)

1

$17,203,000

Planted Land Area 111.3 canopy hectares of the total 195.8 hectares

Basis of Property Return Sale of grapes

Primary customers

2

Awatere River Wines Limited Partnership and Treasury Wine

Estates (Matua) Ltd

Weighted average contract term 9 years

Last independent valuation

5

February 2018 and June 2019

Notes on the Property:

Planted across land to the south of Awatere River, these vineyards feature 111.3 developed and developing

canopy hectares of predominantly Sauvignon Blanc with some Pinot Gris, Pinot Noir, and Viognier.

Established on free-draining river silt loams with various plant spacing configurations, the vineyards source

irrigation water from a mix of an infiltration trench in the river, an irrigation scheme and dams. Frost fans provide

frost protection.

With 30% of the canopy hectares fully mature and highly productive, a further 14% is expected to mature by

2022, 18% by 2023, and the remaining 38% by 2024.

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2.Vineyard Properties in Hope in the Nelson region

Property Details

Property Value (at Manager’s valuation)

1

$15,470,000

Planted Land Area 105.5 canopy hectares of the total 116.8 hectares

Basis of Property Return Fixed price lease

Lessee

2

Waimea Estates (Nelson) Limited

3


Weighted average contract term 19 years

Last independent valuation

5

September 2018

Notes on the Property:

Planted as far back as 1993 in land near Richmond, these vineyards comprise 105.5 fully developed canopy

hectares of predominantly Sauvignon Blanc with some Albarino, Cabernet Franc, Chardonnay, Gewurztraminer,

Gruner Veltliner, Pinot Gris, Pinot Noir, Riesling, Sauvignon Gris, Syrah, and Viognier.

Established in the stony alluvial soils of the Waimea Plains with various plant spacing configurations and very

low frost risk, the vineyards source irrigation water from the Waimea East Irrigation Scheme.

In early 2018, a presence of Leaf Roller Virus was identified in part of one of the five vineyard blocks that has

the potential to reduce grape harvest yields over the medium to longer term. As a result, roughly 11.4 canopy

hectares were removed shortly after harvest, to be replanted in 2019 after land remediation and are expected to

reach full maturity by 2025.

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3.Winery Building and Vineyard Property in Hawke’s Bay

Property Details

Total Property Value $7,555,000

Land Value (at Manager’s valuation)

1

$4,833,000

Planted Land Area 35.9 canopy hectares of the total 43.1 hectares

Basis of Property Return Fixed Price Lease

Lessee

2

Booster Wine Group Limited Partnership

4


Weighted average contract term 20 years

Last independent valuation

3

On original purchase – September 2018

Other Property Value (at Manager’s

valuation)

1


$2,722,000

Nature of Other Property Winery building

Basis of Property Return Fixed Price Lease

Lessee

2

Booster Wine Group Limited Partnership

4


Weighted average contract term 20 years

Last independent valuation

5

On original purchase – September 2018

Notes on the Property:

The winery and vineyard properties are situated in the Bridge Pa Triangle, a recognised vineyard sub region of

the Hawke’s Bay. The vineyards comprise 35.9 fully developed canopy hectares planted in the late 1990’s of

predominantly Pinot Noir, Merlot, Sauvignon Blanc, Syrah, Chardonnay varieties.

The availability of water and adequacy of the Resource Consent to provide water when required are key

benefits in this area, with the vineyards and winery sourcing their water from wells. Wind machines provide

frost protection to the vineyards.

The winery was architecturally designed to offer a functioning commercial winery plus retail, dining and

administration activities.

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4.Winery Building and Vineyard Property in Mahana in the Nelson region

Property Details

Property Value (at cost)

1

$3,782,000

Planted land Area 21.2 canopy hectares of the total 34.5 hectares

Basis of Property Return Fixed Price Lease

Lessee

2

Waimea Estates (Nelson) Limited

3


Weighted average contract term 20 years (with 4 rights of renewal at the lessee’s option – each

right being for a 20-year term)

Last independent valuation

5

On original purchase – January 2019

Notes on the Property:

The vineyard is a 21.2 hectare organic certified vineyard located in Mahana, Upper Moutere. The wine varietals

produced are Pinot Noir, Pinot Gris, Riesling and Chardonnay. The land has a 130 metre deep well which

provides irrigation for the vines.

The unique architecturally designed 4-level gravity-fed winery was set in to the hillside to reduce energy usage,

and enable high quality wines to be produced, whilst its ‘living roof’ also allows it to blend gently with the

surrounding landscape. The winery building has a function cellar, tasting room, bottling hall and office.

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5. Orchard property in Kerikeri

Property Details

Property Value (at cost)

1

$15,500,000

6

Planted land Area 29.8 canopy hectares of the total 50.41 hectares

Basis of Property Return Fixed Price Lease

Lessee

2

Seeka Limited

Weighted average contract term 15 years (with no right for Lessor termination before 30 July

2024)

Last independent valuation

5

July 2019

Notes on the Property:

The orchard is situated in Northland close to Kerikeri and is a total area of 50.4 ha and is used for horticultural

purposes and is historically known for kiwifruit and citrus with current plantings of 20 canopy hectares of

planted Sun Gold kiwifruit under licence from Zespri, and 9.8 canopy hectares of lemons.

The availability of water from community schemes is a benefit in this area as primary infrastructure and

maintenance requirements are addressed by the scheme.

Due to the buoyancy of the sector and international market in this area, further development works are planned

for the orchard over the next five years to remove the citrus and increase the Sun Gold canopy and production.




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Notes on the Property investments:

1.The value of the Property is at 31 August 2019 (or on purchase date where purchased more recently). The Manager

reviews the valuation of Property on at least a quarterly basis. As at the date of this document, the latest valuation

was performed at the end of June 2019.

2.The key terms of each of the material contracts related to the Property of the Wholesale Fund can be found in

Section 6 – Other Material Contracts of this document.

3.Booster Wines Limited changed its name to Waimea Estates (Nelson) Limited on 17 May 2019.

4.Sileni Wines Limited Partnership changed its name to Booster Wine Group Limited Partnership on 7 June 2019.

5.Independent valuations have been obtained for each of the properties as noted.

•In the case of the Awatere based land, the Manager’s valuations are supported by the latest independent

valuations other than the increase in value recognised for land under development, for which our valuation

policy is described below.

•For Hope, Nelson based land, the Manager’s valuation is fully supported by the latest independent valuation.

•For Hawke’s Bay based land, buildings and fixed assets, the Manager’s valuation is fully supported by the

latest independent valuation.

•For Mahana, Nelson based land and buildings, the Manager’s valuation is fully supported by the latest

independent valuation.

6.The purchase price stated for the Orchard property in Kerikeri is the First Instalment of agreed consideration. Under

the Sale and Purchase Agreement, an additional sum of up to $950,000 may be payable on or around 30

September 2024 based on the production of the established canopy hectares (Second Instalment).

Development Projects of the Wholesale Fund

Barewood Block

A parcel of land in the Awatere Valley in Marlborough was purchased at an original cost of

approximately $4 million. The land was partially planted in vines and included 28 hectares of bare

land. A development project was undertaken in respect of the bare land, with a total expected cost

of $2 million. The scope of the development includes the planting of vines, vineyard infrastructure

including irrigation and frost protection, as well as building an irrigation dam on site. The project

management is provided by Awatere River Vineyards Limited, which is (indirectly) majority owned by

the Booster Tahi Limited Partnership that is managed by another company in the Booster Group. The

project is substantially complete as at the date of this document. Based on an independent valuation

report, the Manager considers that the vineyard’s value will increase by $0.9m once the vines mature

and reach full productive capacity (excluding any general market driven increases in land values over

that time). It is expected the vines will reach full maturity over a 7-year period ending in 2024.

For unit pricing of the Wholesale Fund, the value of the land is valued daily based on the internal rate

of return calculated at the outset of the development project. The internal rate of return is calculated

as the sum of expected capital value appreciation of the land plus the expected net earnings from the

land over the development period. This means a large portion of the expected development capital

gain is recognised in the earlier years when grape yields are low and reduces over time as the grape

yields approach that of a mature vineyard. The daily unit price will also reflect any changes in the

value of the land on full maturity or the forecasted operating cash flows over the remainder of the

development period, which are reassessed on a periodic basis.

The key terms of the project can be found in Section 6 – Other Material Contracts of this document.

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Upton Downs Block

Another block of land in the Awatere Valley in Marlborough was purchased in February 2018 for

$8 million following the completion of a substantial development project by the vendor on 34 of the

resulting total 59 canopy hectares. It is expected the developing vineyards will reach full maturity in

2024. Based on the same expected market value per mature canopy hectare of the Barewood block,

the Manager considers that Upton’s vineyard value will increase by $0.6m (excluding any general

market driven increase in land values over that time).

For unit pricing purposes, the net asset value of the land is increased at the internal rate of return

calculated at the outset of the development project, on the same basis as described for Barewood

above.

Hope Block

In Hope, Nelson, as noted on Page 6 above, part of the Hope block originally purchased in July 2017

for $5 million was redeveloped and replanted due to a high prevalence of the Leaf Roller Virus disease,

at a cost of $0.6 million. This project commenced after the 2018 harvest and the replanted vines are

expected to reach maturity in 2025. The affected area of land will return to a fixed return lease

arrangement and market value of a mature vineyard once it produces an adequate tonnage. In the

meantime, the income to the Fund would be represented by an expected increase in the value of the

land as it approaches maturity, and any net income / expense in managing the land over that period.

As the Fund increases in size, it will obtain more investment exposure to direct unlisted Property by buying

units in the Wholesale Fund. The Wholesale Fund Manager is constantly looking for further suitable

investment opportunities, consistent with its investment strategy, and to increase its level of diversification.

Booster undertakes a due diligence process for each prospective investment to assess the sustainable long

term cashflows and its potential match with the investment criteria for the Wholesale Fund.

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2.4 Borrowing

The Fund may not borrow, as the Wholesale Fund has its own borrowing facility.

The Wholesale Fund’s maximum level of gearing is 65% with a target of 40%.

The Wholesale Fund has entered into an interest-only bank loan facility with ANZ Bank New Zealand

Limited (ANZ) where the facility provides for three commercial loans (Commercial Loan Facility A,

Commercial Loan Facility B, and Commercial Loan Facility C – which will be effective as at 30 September

2019). As security for the borrowings, ANZ has a first ranking security interest over a number of specific

assets (the Property, the lease/income agreements and water rights related to those Properties). The

unpaid principal and interest in respect of these borrowings is taken into account in the unit value of units in

the Wholesale Fund. In the event of a wind up of the Wholesale Fund, any unpaid principal and interest in

respect of the borrowings will rank ahead of the interests of investors in the Wholesale Fund and will need

to be paid before any payment of the residual value can be paid to its investors, including this Fund. The

Commercial Loan Facility A has an end date of 25 May 2023, the Commercial Loan Facility B has an end

date of 6 May 2022 and the Commercial Loan Facility C has an end date of 30 September 2021, when each

principal repayment falls due. An extension or refinance of this facility is likely to be required, and the

Manager of the Wholesale Fund will seek to arrange an extension or refinance prior to the end of the facility

term.

As at 30 September 2019, the Wholesale Fund will have total borrowings of $24,540,000.00 against the

facility ($12,000,000.00 in relation to the Commercial Loan Facility A, $6,540,000.00 in relation to the

Commercial Loan Facility B and $6,000,000.00 in relation to the Commercial Loan Facility C to be drawn

down on 30 September 2019). $12,000,000 is fixed at an interest rate of 4.54% p.a. until 25 May 2023,

$6,540,000.00 is fixed at an interest rate of 4.48% p.a. until 6 May 2022 and a floating rate plus margin is

applied to $6,000,000.00.

The main financial covenants for the loan are:

• The loan to value ratio is not to exceed 50% of the value of the secured land.

• The interest cover ratio (earnings before interest tax, depreciation and amortisation to interest costs) is to

exceed 1.5 times up to 30 June 2020 and 2 times after that date.

As at 31 August 2019, the gearing ratio for the Wholesale Fund as a whole was 42.51% and the interest

cover ratio was 1.85 times. As not all Property owned by the Wholesale Fund is currently provided as

security, the gearing ratio and interest cover ratio for the secured Property are also in compliance with the

bank’s financial covenants.

Note:

• The gearing ratio or loan to value ratio is how much the Wholesale Fund owes (interest bearing debt/

borrowings) as a portion of its property assets.

• The interest cover ratio of the Wholesale Fund is calculated as the prevailing annualised earnings

before interest, tax, depreciation and amortisation plus unrealised gains less unrealised losses all

divided by the interest and borrowing costs.


For further information on this loan facility, refer to section 6 below “Other Material Contracts”.

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2.5 Calculation of Fund value and unit value

The Fund’s value (known as the ‘net asset value’ of the Fund) is calculated by deducting from the aggregate

of:

• the cash forming part of the assets of the Fund; and

• the redemption value of the units held by the Fund in the Wholesale Fund;

the aggregate of:

• the liabilities of the Fund; and

• all unpaid costs, fees, charges and other material outgoings of the Fund (including the Supervisor’s and

our fee, and expenses) accrued to that date.

The unit value (unit price) for the Fund is calculated for each working day by dividing the net asset value by

the number of units on issue at the relevant time in the Fund. The Fund’s unit prices are published on

Booster’s website at www.booster.co.nz/booster-investments/private-land-and-property-fund.The unit

value calculated by Booster may differ from the quoted price on the NZX Main Board.


2.6 Income distributions

The Fund will aim to pay an annual distribution to investors of any net cash income received from the

Wholesale Fund (after allowing for expenses).


2.7 Market indices

Generally, each asset class in which any of the Scheme’s investments are held is measured, for performance

purposes, against an appropriate benchmark index.

The purpose of a benchmark index is to reflect the performance of the Fund in comparison to that of the

overall market for the asset class or asset classes in which the Fund is invested. Such benchmark indices

are widely recognised in financial markets and are administered independently from us.

The indices used are generally included in the Scheme’s Statement of Investment Policies and Objectives

(‘SIPO’), which can be found on the scheme register on the Disclose website, www.disclose-

register.companiesoffice.govt.nz. However, as described further in Section 2.11 Risk Indicators below, due

to the specialised nature of the investment strategy of the Fund no appropriate securities index or peer

group index exists. The absence of an appropriate securities index or peer group index means that the

Fund’s performance will not be benchmarked against a reference return in the fund updates.

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2.8 Suspension

There will be times when we believe that it is not practicable for a unit price to be calculated fairly. This may

happen where, for example, there is significant disruption in the relevant property markets and market

valuations are unable to be reliably assessed, or where the Fund (or any underlying fund) has had a

significant request for withdrawals beyond the level of liquidity it can make available. If we are not able to

calculate the unit price for the Fund, the issue of units and the payment of withdrawals, in relation to the

Fund, will be suspended.

The period of suspension can be up to 90 days. This can be extended by agreement between us and the

Supervisor. Investors who have provided a withdrawal notice will be notified of the suspension.

Units in respect of investments received during a period of suspension will be allocated at the unit price

calculated at the end of the suspension period. Similarly, payments in respect of any withdrawals will be

made at the unit price calculated at the end of the suspension period.


2.9 Amendment of the Trust Deed

We and the Supervisor may amend the Trust Deed in certain circumstances where we believe this to be

necessary or desirable. Any amendment will be carried out in accordance with the Trust Deed and investors

will be notified of such amendments in the Annual Report for the Scheme. For further information, please

refer to the Trust Deed.

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2.10 Winding up a Fund and the Scheme

The Scheme can be wound up in accordance with the Trust Deed. For further information, refer to the Trust

Deed.

If we believe that it is in investors’ best interests, we can propose to wind up the Fund at any time by giving

notice. If the wind up of the Fund goes ahead, investors may be given the opportunity of switching to an

alternative Fund. If this is the case, any investor who does not advise us that they have chosen an alternative

Fund will be switched to a default Fund nominated by us. Upon the winding up of the Fund, the assets of

the Fund are realised and, after payment of all liabilities, the proceeds are distributed to the investors that

held units in that Fund in proportion to the numbers of units held by them immediately prior to winding up.

2.11 Risk Indicators

Information on the risk indicator for the Fund has been included in the PDS. In the PDS section 4 “What are

the risks of investing?” it is noted that the risk indicator will be based on the returns data for the Fund for the

most recent period of five years before the PDS was prepared. Each quarter, fund updates will tell you what

the most recent risk indicator for the Fund is, again based on returns data for the previous five years.

As the Fund has not been offered for a full period of five years, five years of returns data will not be

available. There will be a note in the PDS or the fund update for the Fund that will tell you that an index

return has been used for the initial months of the five-year period, to give you an indication of what the risk

indicator is likely to have been.

The risk indicator for the Fund has been calculated based on the actual returns of the Wholesale Fund since

that fund’s inception in June 2017 and, for the remainder of the five year period to the quarter ended 30

June 2017, the returns of the Property Council/IPD New Zealand Property Index. You can find more

information about the Property Council/IPD New Zealand Property Index here:

https://www.propertynz.co.nz/msci-property-council-new-zealand-quarterly-property-index.

The Property Council/IPD New Zealand Property Index is a property index rather than a securities index, but

we have used it in the risk indicator calculation because there is no appropriate securities index or peer

group index (an index based on the performance of a group of funds that invest in a particular sector or

sectors) available for the Fund. This is due to the Fund’s investment strategy being to obtain an investment

exposure primarily in a specialised portfolio of directly held, unlisted, agricultural and horticultural land and

other property investments in New Zealand; a strategy for which no appropriate securities index or peer

group index exists. We consider the Property Council/IPD New Zealand Property Index allows the risk

indicator to reflect the potential future volatility of the Fund, although not as reliably as if actual returns were

available for the entire period. The absence of an appropriate securities index or peer group index also

means that the Fund’s performance will not be benchmarked against a reference return in the fund updates.

If you would like more information on the risk indicators for the Fund and of the methodology used, please

contact us on 04 894 4300.

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2.12 Taxation

The information in this section is intended as general guidance only and is based on legislation in effect at

the date of this document. The information in this section is only relevant to New Zealand resident investors

and non-New Zealand resident investors will have other tax considerations that will apply. We recommend

that investors seek independent professional tax advice regarding their individual circumstances, to clarify

any of the following, prior to investing. Investors should also periodically monitor the tax implications of

investing in the Scheme and should not assume that the position will remain the same as it was when they

started investing.

Neither of the Supervisor nor ourselves accepts any responsibility for the taxation consequences of an

investor’s investment in the Scheme.

It is intended that each fund offered through this Scheme is individually registered as a PIE or Listed PIE

(whichever is appropriate for the relevant Fund). The Private Land and Property Fund (the ‘Fund’) is a Listed

Portfolio Investment Entity (Listed PIE). The following information is based on the Fund being a Listed PIE.

Portfolio Investment Entity Tax

Under the PIE regime for Listed PIEs, the Fund will pay tax at 28% on all taxable income it earns.

When the Fund pays a distribution to its investors then, to the extent that it has imputation credits as a

result of income tax it has paid, it will attach those imputation credits to the distribution to the maximum

extent permitted by law.

To the extent a distribution does not have imputation credits attached (referred to as excluded income), the

distribution is not taxable to the investor. The effect is that any income earned by the Fund that is not

taxable to the Fund can be distributed to investors free from any further tax.

For that portion of the distribution that has imputation credits attached at 28%, a New Zealand tax resident

individual or trustee (other than a trustee of a unit trust) can choose to include this in their tax return. By

including the distribution in their tax return, an investor that has a marginal tax rate of less than 28% can

apply the benefit of any surplus tax credits against their other taxable income (or carry forward those tax

credits to future tax years). For a New Zealand resident individual or trustee (other than a trustee of a unit

trust) with a marginal tax rate of 28% or more, this income does not need to be included in their tax return,

as the tax paid by the Listed PIE at 28% is deemed a final tax. Other investors (e.g. a company, charity or

unit trust) are taxed on Fund distributions that have imputation credits attached.

For investors who are not resident in New Zealand for New Zealand tax purposes, non-resident withholding

tax (NRWT) of up to 15% will be withheld from that portion of a distribution that is fully imputed, although

the NRWT rate may be reduced to the extent that the non-resident investor has a direct voting interest of

10% or more of the units in the Fund or, in some cases, under an applicable double tax agreement.

PIE Eligibility

In order to maintain its status as a PIE, the Fund must meet certain requirements, (including a maximum

percentage a non-PIE investor is able to hold in the Fund). This means that, where necessary, we may

restrict or reduce an individual’s holding or delay a withdrawal request at any time to ensure that this PIE

status is maintained.

P a g e 18 | 34
Tax on investments made by the Fund

As the Fund is registered as a PIE, any capital gains made by the Fund in respect to shares in New Zealand

resident companies and certain Australian resident listed companies are excluded from the calculation of

taxable income. Most overseas shares and interests in managed funds held by the Fund will be taxed under

the foreign investment fund (FIF) regime, generally using the fair dividend rate (FDR) method.

Under the FDR method, the Fund will be deemed to have derived income equal to 5% of the market value of

its overseas shares and interests in managed funds calculated on a daily basis (any dividends or other

returns flowing from overseas shares and interests in managed funds will not be separately taxed in New

Zealand). Also under the FDR method, tax deductions may not be made for any losses in respect of holdings

in overseas shares and interests in managed funds.

Other income of the Fund (e.g. interest on bank deposits) is subject to the relevant normal tax rules. Tax may

be imposed in overseas jurisdictions in relation to overseas investments (although this may give rise to a tax

credit in New Zealand).

The Fund also currently receives an indirect tax timing benefit from the depreciation the Wholesale Fund

claims on its Property.

Tax Reporting

Under various agreements and treaties the Fund and/or the Manager may be required to provide information

to tax authorities in jurisdictions outside of New Zealand. We may request this information from you in order

to discharge those obligations.

The Foreign Account Tax Compliance Act (FATCA)

FATCA is legislation that was introduced by the United States Government as a means of preventing tax

evasion by US citizens and tax residents. FATCA has been adopted by the New Zealand Government

through an Intergovernmental Agreement with the US Government (the ‘IGA’) and enabling domestic

legislation. Under the IGA, certain New Zealand financial institutions, such as the Scheme, are required to

identify investors that are US persons (or certain entities controlled by US persons), and to report certain

information about those investors and their financial accounts to Inland Revenue. This information is collated

by Inland Revenue and passed to the US Internal Revenue Service. For more information on FATCA, please

refer to the Inland Revenue website: http://www.ird.govt.nz/toii/fatca-index.html. The Scheme has been

registered for FATCA purposes.

Automatic Exchange of Financial Account Information in Tax Matters (AEOI)

AEOI imposes global rules for the purpose of avoiding offshore tax evasion through the exchange of

financial information between tax authorities in different overseas jurisdictions. Since 1 July 2017 additional

information must be obtained from investors to determine whether any investor are non-tax residents of

New Zealand (i.e. resident for tax in another country) and for any non-tax residents of New Zealand, report

certain information such as tax residency, account balances and interest earned, to the New Zealand Inland

Revenue. For more information on AEOI, please refer to the Inland Revenue website:

http://www.ird.govt.nz.

P a g e 19 | 34
General Comments

Tax law is complex and changes frequently. Investors should periodically monitor the tax implications of

investing in the Scheme and should not assume that the position will remain the same as it is when they

start investing. In addition, if the Fund ceases to qualify as a Listed PIE then the tax consequences will be

different from what is set out above. The comments under this section “Tax” are provided as general

background only and are not a comprehensive discussion of tax issues.


2.13 Basis of Estimates for Fees

In Fund Costs

These charges include the Supervisor's fee and other costs, disbursements, charges or expenses incurred

directly or indirectly by Booster and the Supervisor (such as audit fees and legal fees). Because these fees are

capped, they are stated in the PDS as 0.10% of the net asset value of the Fund per year.

Property Operating Expenses

These are the direct costs of ownership and operating the individual Properties of the Wholesale Fund. This

includes (but is not limited to) rates, insurance, crop growing costs, repairs and maintenance, valuations,

depreciation, other property related costs and associated professional fees.

A key driver of the type and amount of the expenses incurred is the basis on which income from the Property

is earned. For example, for a Property that is subject to a fixed price lease, the Fund (via the Wholesale Fund)

would incur minimal costs, as expenses such as rates, repairs and maintenance are generally passed on to the

lessee. Where the Property is actively engaged in growing and selling crops, then the Fund (via the Wholesale

Fund) would incur significantly higher costs (including crop growing costs, rates, insurance, and repairs and

maintenance) and would earn a correspondingly higher level of return on the sale of its crop. It is expected

that the net return earned from growing and selling crops will, on average, be higher than fixed price leases.

The estimate of the property operating expenses has been prepared on the following basis:

• The expenses have been assessed for the next 12 months from the date of this document for existing

Property and for Property expected to be purchased with reasonable certainty, and based on reaching

the target gearing ratio of 40%.

• To the extent the costs are fixed by contract (e.g. vineyard management agreements) then the

contracted costs are used.

• Reasonable estimates have been made for other costs such as insurance, rates and independent

valuations based on current or past costs.

Note the actual costs may differ from estimated, but also as the mix of Property changes over time (between

fixed lease income versus sale of crops) or as the gearing ratio changes, this may have a significant impact

on the estimated rate of property operating expenses as a percentage of Property.



P a g e 20 | 34
3. Guarantees

No person, including us, the Supervisor, the Government or any other party, guarantees the Scheme’s

performance, returns or repayment of capital.

P a g e 21 | 34
4.Who is involved with the Scheme

Manager

The manager of the Scheme is Booster Investment Management Limited (Manager) and our address is Level

19, Aon Centre, 1 Willis Street, Wellington 6011. Our ultimate holding company is Booster Financial

Services Limited.

We have been granted a licence under Part 6 of the Financial Markets Conduct Act 2013 to act as a

manager in respect of managed funds such as this Scheme. The conditions of our licence imposed by the

Financial Markets Authority are published on www.companiesoffice.govt.nz/fsp.

We are also the administration manager and investment manager of the Scheme.

The names of our directors and senior managers, and a summary of their relevant skills, experience and

expertise, is set out below. Directors and senior managers may change from time to time without notice.

The key personnel involved in the management of the Fund and Wholesale Fund, and a summary of their

relevant skills, experience and expertise, is set out below:

Brendon Hugh Doyle, Wellington (Director)

BBS, COP Management Accounting and Auditing

Mr Doyle is a director on the board of directors of the Manager. He brings 30 years of financial markets

experience, working in both the private and government sectors. Brendon has held senior roles with New

Zealand Treasury, Westpac Banking Corporation, and the Rural Bank.

Remuneration is made up of fees and shares.

Paul Gerard Foley, Wellington (Director).

BCA/LLB, Chartered Fellow, NZ Institute of Directors

Mr Foley is a director on the board of directors of the Manager and the Chairman of the board of directors

of the Manager’s parent company, Booster Financial Services Limited. Paul is a consultant with

MinterEllisonRuddWatts following 28 years as a partner of that and another firm. He has over 30 years’

experience working with companies in the financial services, manufacturing and energy fields and is a

past director of NZX and ASX listed companies.

Remuneration is made up of fees and shares.

Allan Seng Tong Yeo, Brisbane, Australia (Director).

BCA (Hons), BA

Mr Yeo is a director on the board of directors of the Manager and the Managing Director of the Manager’s

parent company, Booster Financial Services Limited. He has held a number of senior banking roles with

Barclays Bank PLC in New Zealand, Australia and the United Kingdom and was previously the Managing

Director of Tranzact Financial Services Limited.

Remuneration is made up of the following components:

•salary and fees;

P a g e 22 | 34
•cash-based short-term incentive, subject to achievement of specific performance objectives; and

•share-based long-term incentive, subject to achievement of specific performance objectives.

Bruce Adrian Edgar, Wellington (Director).

BCA

Mr Edgar, is a director on the board of directors of the Manager and has recently joined Booster as a

relationship manager in respect of Booster’s wholesale offering. He has 30 years’ direct experience

across a range of roles in the funds management industry with companies including Southpac

Investment Management Limited/National Bank of New Zealand Limited, Trustees Executors Limited,

BNZ Investment Management Limited, State Street Global Advisors and BlackRock Investment

Management (Australia) Limited.

Remuneration is made up of salary, shares and fees.

David Ian Beattie, Wellington (Principal and Chair of the Investment Committee).

BMS

Mr Beattie is a Principal with the Booster Group and is chair of the Investment Committee. He has over

30 years’ experience in investment management and portfolio research, including 16 years at a major

Australasian bank where he was responsible for the management of $1.5 billion of managed funds.

Remuneration is made up of salary and an annual cash and share-based incentive, which is subject to

achievement of specific performance objectives.

Alison Louise Payne, Wellington (Chief Operating Officer).

Ms Payne is the Chief Operating Officer for the Booster Group and has been with Booster since 2007.

Alison has over 20 years’ experience in investment banking and energy markets, focusing on settlement

and administration, and also has a strong business analyst background from the various roles she has

performed during her career.

Remuneration is made up of salary and an annual cash and share-based incentive, which is subject to

achievement of specific performance objectives.

Nic Craven, Wellington (Senior Manager, Research)

CFA, BSc, BCA(Hons)

Mr Craven has over 10 years' experience in investment analysis, having originally joined Booster in 2004.

He has held a number of specialist portfolio management and analysis roles covering fixed interest

portfolios, equities, currencies and overall asset allocation. Mr Craven is a CFA Charterholder.

Remuneration is made up of salary and an annual cash and share-based incentive, which is subject to

achievement of specific performance objectives.

P a g e 23 | 34
In addition to the key personnel involved in the management of the Fund and Wholesale Fund on a day

to day basis, the Manager also has a non-executive director who provides independent input in the

governance of the Manager. A summary of their relevant skills, experience and expertise, is set out

below:

John Ross Selby, Mt Maunganui (Independent Director).

BC, CA (NZ Institute of Chartered Accountants), Member of NZ Institute of Directors

Mr Selby is the Chair of the board of directors of the Manager and an independent director. He brings a

wealth of experience from his 37-year career with PricewaterhouseCoopers, of which 25 years has been

as a partner in advisory and assurance. John has experience across a range of industries, including the

financial services industry and, in the more recent past, has taken on a number of governance roles in

various industries.

Remuneration is made up of fees.

Supervisor

The supervisor of the Scheme is Public Trust (Supervisor), and Public Trust is independent of us. Their

address is Ground Floor, NZ Rugby House, 100 Molesworth Street, Wellington 6140.

The Supervisor has been granted a licence under section 16(1) of the Financial Markets Supervisors Act

2011 to act as a supervisor in respect of managed funds such as this Scheme for a term expiring on 16

January 2023. A copy of its licence, including the conditions on the licence, can be obtained at the Financial

Markets Authority’s website: www.fma.govt.nz.

Public Trust is a statutory corporation and Crown entity established and constituted in New Zealand on 1

March 2002 under the Public Trust Act 2001.

Custodian

The custodian of the Scheme is PT (Booster Investments) Nominees Limited (Custodian), which has been

nominated by the Supervisor to act on its behalf as its nominee. The Custodian is wholly-owned by the

Supervisor. The Supervisor may change the custodian where it deems it appropriate or desirable to do so.

Under a Custodian Administration Services Agreement entered into between the Manager, the Supervisor,

the Custodian and Booster Custodial Administration Services Limited (a related company of the Manager),

the Custodian has engaged Booster Custodial Administration Services Limited to provide administration

services to it in respect of the investments and other property subject to the Scheme.

Auditor

It is intended that the auditor of the Scheme will be Grant Thornton New Zealand Audit Partnership

(Auditor). The Auditor is a registered audit firm under the Auditor Regulation Act 2011. The Auditor’s

licence is not subject to any conditions. The Auditor has no relationship with or interests in the Scheme

other than in its capacity as auditor.

P a g e 24 | 34
5.Conflicts of interest

Conflicts of interests are circumstances where some or all of the interests of investors for whom we, as

Manager of the Scheme, provide financial services, are inconsistent with, or diverge from, some or all of the

interests of the Manager or its representatives. This includes actual, apparent and potential conflicts of

interest.

We recognise that conflicts of interest can arise at any time. We also recognise that we are responsible for

identifying any conflicts and for ensuring that adequate arrangements are in place to ensure that they are

managed.

The following are situations where conflicts of interest may arise. This is not an exhaustive list; it includes

examples that we have identified:

•Investment values artificially inflated to increase fees based on net asset values;

•Investments into related party products;

•Outsourcing, servicing and leasing arrangements between related entities and products;

•Individuals may be influenced to direct investments to specific securities;

•Investment knowledge used by an individual employee to their own benefit (insider trading);

•Intra month applications or withdrawals available to the Booster Funds but not external investors

may have a detrimental impact to external investors.

•Internal trading between Funds which could be detrimental to one or other;

•Other Booster Funds may buy or sell units on the NZX Main Board at trading prices that may be a

premium or discount to the unit price issued by the Manager.

•Historic performance misrepresented to attract/retain investors;

•Staff are inadequately resourced or trained to provide high level of service.

A comprehensive policy has been developed relating to the management of conflicts of interest. Procedures

and processes have been put in place for:

•Identifying conflicts of interest;

•Controlling conflicts of interest;

•Avoiding conflicts of interest;

•Disclosing conflicts of interest.

As part of the conflict of interest procedures, the Manager will not buy or sell units in circumstances where

its directors or senior management is aware of material information that is not known to the market or

reflected in the unit price. This will also apply where redemptions from the Fund are suspended due to

being unable to determine a fair redemption price.

Related party transactions

Conflicts of interest may arise with regard to services that are, or that may be, provided by related parties of

ourselves or the Supervisor to the Scheme.

The Trust Deed governing the operation of the Scheme includes provisions that generally prevent us, as

Manager, from entering into arrangements with a related party other than when transactions are completed

on an arm’s length basis. In addition, both we and the Supervisor must, at all times, act in the best interests

of investors when performing any duties in relation to the Scheme.

P a g e 25 | 34
The following contractual arrangements for the provision of services by related parties are currently in place:

• the Custodian, which is a related company of the Supervisor, has been appointed by the Supervisor to

act as custodian and to hold the investments of the Scheme. Booster Custodial Administration Services

Limited, which is a related company of ours, has been engaged by the Custodian and the Supervisor to

provide custodial administration services to it in respect of the investments and other property of the

Scheme.

This contract has been entered into on an arm’s length basis with any conflicted directorships abstained

from the decision to enter into the contract.

The permitted investments for the Fund are cash and cash equivalents, and units in the Booster Investment

Scheme – Private Land and Property Portfolio, a wholesale fund that we also manage (Wholesale Fund).

A number of the material contracts in respect of the investments of the Wholesale Fund (as disclosed in

Section 6 – Other Material Contracts below) are with parties associated with the Scheme (as another company

in the Booster group manages the Booster Tahi Limited Partnership - an unlisted equity fund in which a

number of the investee businesses have contractual relationships with this Fund). Those contracts are:

Contract Nature of Contract Related Parties

Vineyard

Management

Agreement


The Wholesale Fund sells grapes

from its Marlborough based land,

and this contract is for the

provision of vineyard management

services required in the

management of the land and

production of the grapes.

The provider of the services is Awatere

River Vineyards Ltd (ARVL), which is

owned by Awatere River Wines Limited

Partnership (ARWLP) and Waimea Estates

(Nelson) Limited (WENL), which in turn are

majority owned by the Booster Tahi

Limited Partnership.

The terms of the contract are on an arm’s

length commercial basis.

Grape Supply

Agreement

The Wholesale Fund sells the

grapes it produces from its

Marlborough based land to

Awatere River Wines Limited

Partnership (ARWLP).

The purchaser of the grapes is ARWLP,

which is majority owned by the Booster

Tahi Limited Partnership.

The terms of the contract are on an arm’s

length commercial basis.

Land Lease

Agreement

The Wholesale Fund leases its

Hope, Nelson based land to

Waimea Estates (Nelson) Limited

(WENL) who utilises it for the

production of grapes for its wine

making business.

The lessee of the land is WENL, which is

majority owned by the Booster Tahi

Limited Partnership.

The terms of the contract are on an arm’s

length commercial basis.

Project Management

Agreement

The Wholesale Fund has entered

in to a development project in

respect of 416 Main Road, East

Hope, Nelson, to re-establish a

productive vineyard.

The provider of the services is Awatere

River Vineyards Ltd (ARVL).

The terms of the contract are on an arm’s

length commercial basis.

P a g e 26 | 34
Land, Buildings, Plant

and Equipment Lease

Agreement

The Wholesale Fund leases its

Hawke’s Bay based land and

winery building to Booster Wine

Group Limited Partnership

(BWGLP) who utilises the

Property for the growing of grapes

and production of wine.

The lessee of the land is BWGLP, which is

wholly owned by the Booster Tahi Limited

Partnership.

The terms of the contract are on an arm’s

length commercial basis.

Land and Buildings

Lease Agreement

The Wholesale Fund leases its

Mahana, Nelson based land and

buildings to Waimea Estates

(Nelson) Limited (WENL) who

utilises the Property for the

growing of grapes and production

of wine.

The lessee of the land is WENL, which is

majority owned by the Booster Tahi

Limited Partnership.

The terms of the contract are on an arm’s

length commercial basis.


A summary of each of the material contracts of the Fund are disclosed in Section 6 – Other Material Contracts

below.

P a g e 27 | 34
6.Other material contracts

Other contracts, not otherwise mentioned in this document, include:

•Management and Reporting Agreement between the Manager and the Supervisor in respect of the

supervision and management of the Scheme. The Management and Reporting Agreement details the

duties, responsibilities and reporting requirements and obligations of Booster, as manager, and the

Supervisor to facilitate the satisfactory operation of the Scheme, in respect of the supervision,

administration and investment management of the Scheme.

Further information on this contract, as well as those that are referred to elsewhere in this document, is

available by contacting us on 04 894 4300.

See section 5 – “Conflicts of Interest – related party transactions” for other contracts between related

parties.

The following is a summary of the key terms of material contracts that have been entered into in respect of

the Wholesale Fund.

Vineyard Management Agreement

Description This agreement relates to the provision of vineyard management services for the following

vineyards owned by the Wholesale Fund:

•2 Flemings Road, Seddon, Marlborough

•75 Barewood Road, Seddon, Marlborough

•206 Upton Downs Road, Seddon, Marlborough

The Owner grows grapes on these vineyards, which are then supplied to winemakers and used in

the production of different wine varieties.

Parties Awatere River Vineyards Limited (ARVL)

ARVL is the appointed manager of the vineyards.

PT (Booster Investments) Nominees Limited (Owner)

The Owner is the custodian of the vineyards held by the Wholesale Fund.

Booster Investment Management Limited (BIML)

BIML is the manager of the Wholesale Fund and is responsible for ensuring that the obligations of

the Owner under this agreement are met.

Related Parties ARVL is 50% owned by Awatere River Wines Limited Partnership (ARWLP) and 50% by

Waimea Estates (Nelson) Limited (WENL).

ARWLP is approximately 60% owned and WENL is 99% owned by the Booster Tahi Limited

Partnership (BTLP).

BTLP is managed by Booster Funds Management Limited (BFML).

Both BFML and BIML (the Manager of this Fund and the Wholesale Fund) are 100% owned by

Booster Financial Services Limited (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on

an arm’s length commercial basis.

Commencement Date 1 July 2017

P a g e 28 | 34
ARVL’s Responsibilities • ARVL is responsible for providing the vineyard management services (which are outlined in

the agreement) to the Owner of the vineyards.

• Each year ARVL is required to provide the Owner with:

- an intended work plan for the following annual period and the expected production and

quality levels for the forthcoming annual period and the following two annual periods; and

- a budget of anticipated capital expenditure for the forthcoming annual period for the

Owner’s approval. Any capital expenditure not contemplated under this budget will

usually require the approval of the Owner before any purchases are made.

• ARVL is also responsible for all operating costs in the provision of the services under the

agreement.

ARVL’s Remuneration


ARVL is paid a management fee for its services, which is reviewed by the parties annually. The

management fee is based on an agreed annual price per hectare of vineyard land, the age of the

vines (from the time the vines are planted), and the number of hectares planted.

Termination This agreement can be terminated with one year’s written notice of termination by either party, or

earlier by the Owner, if there is a significant or repeated default by ARVL that has not been

rectified within the agreed timeframes.


Grape Supply Agreement

Description This agreement relates to the sale of grapes grown on the following vineyards owned by the

Wholesale Fund:

• 2 Flemings Road, Seddon, Marlborough

• 75 Barewood Road, Seddon, Marlborough

• 206 Upton Downs Road, Seddon, Marlborough

Under this agreement, the Grower agrees to sell, and ARWLP agrees to buy, the contracted

tonnes of grapes produced on the contracted blocks on these vineyards for its winemaking

business.

Parties PT (Booster Investments) Nominees Limited (Grower)

The Grower is the custodian of the vineyards held by the Wholesale Fund.

Awatere River Wines Company Limited on behalf of the Awatere River Wines Limited

Partnership (ARWLP)

ARWLP is securing a supply of grapes for its winemaking business.

Booster Investment Management Limited (BIML)

BIML is the manager of the Wholesale Fund and is responsible for ensuring that the obligations of

the Grower under this agreement are met.

Related Parties ARWLP is approximately 60% owned by Booster Tahi Limited Partnership (BTLP).

BTLP is managed by Booster Funds Management Limited (BFML).

Both BFML and BIML (the Manager of this Fund and the Wholesale Fund) are 100% owned by

Booster Financial Services Limited (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on

an arm’s length commercial basis.

Term 1 June 2017 to 31 May 2030

Pricing Principles Establishment of the Grape Price

ARWLP will establish a price to be paid for the grapes annually, which will be based on certain

factors outlined in the agreement. These factors include:

• The price paid for grapes of the same varietal as reported by the ‘Viticulture Model

Benchmarking Report’ for Marlborough (produced by New Zealand Wine) from the previous

vintage (or any other industry report that the parties agree to use); and

• The current supply and demand for grapes of the same varietal and bearing similar

characteristics as the relevant grapes.

The final price paid will ultimately be agreed by both parties.

P a g e 29 | 34
Sub-Standard Grapes

The grapes grown on these vineyards must meet the Viticultural Standards outlined in this

agreement.

However, if any of the grapes do not meet the required standards, ARWLP can propose a price

for the sub-standard grapes, which the Grower can either choose to accept or reject the price. If

the Grower rejects the price, ARWLP will be deemed to have rejected the sub-standard grapes

and the Grower will then be able to find another buyer for these grapes.

Excess Tonnes

If the Grower produces more than the contracted tonnes, ARWLP may choose to purchase the

additional tonnes. The price for any additional tonnes of grapes will be 50% of the agreed price of

the contracted tonnes.

Termination The agreement may be terminated with immediate effect by either party if an event of default

occurs as outlined in the agreement, and the party not in default has given notice in writing to the

defaulting party. A default event includes the failure to deliver the grapes to ARWLP (unless

ARWLP has provided prior approval in writing), changes to the legal status of a party (for

example a party ceases to do business), or a party breaches the terms of the agreement and they

are not remedied within the agreed timeframes.


Grape Supply Agreement

Description This agreement relates to the sale of grapes grown on the following vineyard owned by the

Wholesale Fund:

• 206 Upton Downs Road, Seddon, Marlborough

Under this agreement, the Grower agrees to sell, and Matua agrees to buy, the contracted tonnes

of grapes produced on the contracted blocks on the vineyard for its winemaking business.

Parties PT (Booster Investments) Nominees Limited (Grower)

The Grower is the custodian of the vineyards held by the Wholesale Fund.

Treasury Wine Estates (Matua) Limited (Matua)

Matua is securing a supply of grapes for its winemaking business.

Booster Investment Management Limited (BIML)

BIML is the manager of the Wholesale Fund and is responsible for ensuring that the obligations of

the Grower under this agreement are met.

Term The original agreement commenced on 1 July 2015 (Commencement Date) for an initial term of

four years covering the 2016 to 2019 vintages.

Following the expiry of the initial term, on each anniversary of the Commencement Date, this

agreement will extend for successive further terms of two years until either party gives the other

party two year’s notice in writing to terminate the agreement or the agreement is terminated

earlier in accordance with the termination provisions of the agreement.

Pricing Principles Establishment of the Grape Price

Matua will determine the price to be paid for the grapes, which will be based on market prices for

grapes from contracted growers (not spot prices) paid by reputable companies and Matua’s

demand for grapes. The final grape price paid will ultimately be agreed by both parties.

Sub-Standard Grapes

The grapes grown on this vineyard must meet the Minimum Brix Standards and Grape

Specification and Standards outlined in the agreement.

However, if any of the grapes do not meet the required standards, Matua can either reject the

grapes or can determine a different price for these grapes. The final grape price paid will

ultimately be agreed by both parties.

Excess Tonnes

If the Grower produces more than the contracted tonnes, Matua may choose to either purchase

the additional tonnes on the same terms and conditions as the contracted tonnes, offer to

purchase the additional tonnes at a different price, or choose not to purchase additional tonnes. If

Matua chooses not to purchase the additional tonnes or offer to purchase the additional tonnes at

a different price, the Grower may sell the additional tonnes to a third party.

P a g e 30 | 34
Termination The agreement may be terminated with immediate effect by either party, in accordance with the

termination provisions of the agreement. Reasons for the termination of the agreement include

where a party breaches the terms of the agreement and they are not remedied within the agreed

timeframes, changes to the legal status of a party (for example the party ceases to do business),

the Grower fails to deliver and load the Grapes to Matua or fails to maintain satisfactory

viticultural practices and fails to remedy the default within 30 days after receiving a notice of

default from Matua.


Land Lease Agreement

Parties PT (Booster Investments) Nominees Limited (Lessor)

Waimea Estates (Nelson) Limited (Lessee)

Related Parties Waimea Estates (Nelson) Limited (WENL) is 99% owned by Booster Tahi Limited Partnership

(BTLP).

BTLP is managed by Booster Funds Management Limited (BFML).

Both BFML and BIML (the Manager of this Fund and the Wholesale Fund) are 100% owned by

Booster Financial Services Limited (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on

an arm’s length commercial basis.

Land Lansdowne Vineyard, Lansdown Road, Appleby

288 Ranzau Road, Hope, Nelson

57 Appleby Highway, Hope, Nelson

148 Main Road, East Hope, Nelson

Productive block of 416 Main Road, East Hope, Nelson

Term 20 years

Commencement Date 1 August 2017

Expiry Date 31 July 2037

Annual Rent $892,587 plus GST per annum.

Rent Reviews CPI Rent Review – CPI adjustment on every anniversary of the Commencement Date (except the

Market Rent Review Dates).

Market Rent Review – every fifth anniversary of the Commencement Date.

Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.

Guarantor None.

Other Key Terms Right of first refusal – the Lessee has a right of first refusal over any part of the Land for a period

of three months following the expiry of the lease agreement.

A force majeure event occurs where the vineyard is destroyed or partially destroyed and impacts

the productivity of the vineyard. In this circumstance, the Lessor pays to reinstate the vineyard, or

if uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening

period.


P a g e 31 | 34
Project Management Agreement

Description This agreement relates to the provision of project management services and delivery of the project

to develop the following vineyard owned by the Wholesale Fund:

• 416 Main Road, East Hope, Nelson

The agreement covers the services to be provided by the project manager, and the scope, timing,

budget and outcomes of the project that have been agreed by the parties.

Parties Awatere River Vineyards Limited (ARVL)

ARVL is the appointed project manager.

PT (Booster Investments) Nominees Limited (Owner)

The Owner is the custodian of the vineyards held by the Wholesale Fund.

Booster Investment Management Limited (BIML)

BIML is the manager of the Wholesale Fund and is responsible for ensuring that the obligations of

the Owner under this agreement are met.

Related Parties ARVL is 50% owned by Awatere River Wines Limited Partnership (ARWLP) and 50% by

Waimea Estates (Nelson) Limited (WENL).

ARWLP is 60% owned by Booster Tahi Limited Partnership (BTLP) and WENL is 99% owned by

BTLP.

BTLP is managed by Booster Funds Management Limited (BFML).

Both BFML and BIML (the Manager of this Fund and the Wholesale Fund) are 100% owned by

Booster Financial Services Limited (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on

an arm’s length commercial basis.

Project Dates Project Start Date – May 2018

Project End Date – December 2019

Project Outcomes • Removal of 11.4ha of infected vines and hardware.

• Cultivate the land, remove all roots and treat soil.

• Install hardware and replant 11.4ha in agreed varietals.

Project Budget • The agreed budget for the project is $696,350 (inclusive of a 10% contingency and the

project management fee).

• Periodic payments will be made to pay for costs during the project timeframe in accordance

with the payment schedule included in the agreement.

• If the total cost of the project is greater than the agreed project budget, unless otherwise

agreed to in writing by the parties, ARVL will pay the additional costs itself to achieve the

agreed outcomes described in the agreement.

ARVL’s Remuneration ARVL will be paid a project management fee of $30,000 + GST for completion of each of the 2

stages expected to fall in the years ended 30 June 2019 and 2020.

If the total cost of the project is less than the agreed budget (not including the contingency), ARVL

will also be entitled to a bonus project management fee of half of the amount of the underspend.

Termination The agreement can be terminated by the Owner if there is a significant or repeated default by

ARVL that has not been rectified within the agreed timeframes.


P a g e 32 | 34
Loan Facility Agreement

Lender ANZ Bank New Zealand Limited (ANZ)

Other Parties PT (Booster Investments) Nominees Limited (Custodian, Borrower) of the Wholesale Fund

Booster Investment Management Limited (Manager)

Public Trust (Supervisor)

Facility Limit 50% of the value of the secured property, initially assessed and drawn to

$12, 000,000.00 (Commercial Loan A) with a further draw down of

$6,540,000.00 (Commercial Loan B); and

$6,000,000.00 (Commercial Loan C).

Security ANZ holds a security interest over a number of specific properties held by the Wholesale Fund

and the lease/income agreements and water rights related to those properties.

Loan Term Commercial Loan A - $12,000,000.00

A term of five years from the date of the full draw-down of the facility, being 25 May 2018. The

end date of the facility is 25 May 2023.

Commercial Loan B - $6,540,000.00

A term of 3 years from the date of the full draw-down of the facility, being 6 May 2019. The end

date of the facility is 6 May 2022.

Commercial Loan C - $6,000,000.00

A term of 2 years from the date of the full draw-down of the facility, being 30 September 2019.

The end date of the facility is 30 September 2021.

Interest Rate $12,000,000.00

A 5-year fixed rate of 4.54% per annum which ends on 25 May 2023.

$6,540,000.00

A 3-year fixed rate of 4.48% per annum which ends on 6 May 2022.

$6,000,000.00

A floating rate plus margin.

Principal Repayments The loan facility is interest only and principal repayments are required at the end of the loan term.

Loan to Value Ratio

Covenant

The loan to value ratio is not to exceed 50% of the value of the secured property for the term of

the loan.

Interest Cover Covenant Not less than 1.5 times the interest cover (earnings before interest, taxes, depreciation and

amortisation to interest costs) up to 30 June 2020 and 2 times the interest cover after that date.


Land, Building and Plant and Equipment Lease Agreement

Parties PT (Booster Investments) Nominees Limited (Lessor)

Booster Wine Group Limited Partnership (Lessee)

Related Parties Booster Wine Group Limited Partnership (BWGLP) is 100% owned by Booster Tahi Limited

Partnership (BTLP).

BTLP is managed by Booster Funds Management Ltd (BFML).

Both BFML and BIML (the Manager of this Fund and the Wholesale Fund) are 100% owned by

Booster Financial Services Ltd (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on

an arm’s length commercial basis.

Land and building • Winery vineyard (including the winery building)

• Talbot vineyard

• Wedd vineyard

All of the above land and building is located in the Bridge Pa Triangle, a recognised vineyard sub

region of the Hawke’s Bay.

Term 20 years

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Commencement Date 14 September 2018

Expiry Date 14 September 2038

Annual Rent $605,580 plus GST per annum.

Rent Reviews CPI Rent Review – CPI adjustment on every anniversary of the Commencement Date (except the

Market Rent Review Dates).

Market Rent Review – every fifth anniversary of the Commencement Date.

Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.

Guarantor None.

Other Key Terms Right of first refusal – the Lessee has a right of first refusal over any part of the Land for a period

of three months following the expiry of the lease agreement.

A force majeure event occurs where the vineyard is destroyed or partially destroyed and impacts

the productivity of the vineyard. In this circumstance, the Lessor pays to reinstate the vineyard, or

if uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening

period.


Land and Building Lease Agreement

Parties PT (Booster Investments) Nominees Limited (Lessor)

Waimea Estates (Nelson) Limited (Lessee)

Related Parties Waimea Estates (Nelson) Limited (WENL) is 99% owned by Booster Tahi Limited Partnership

(BTLP).

BTLP is managed by Booster Funds Management Limited (BFML).

Both BFML and BIML (the Manager of this Fund and the Wholesale Fund) are 100% owned by

Booster Financial Services Limited (BFS).

Due to the nature of the relationship between the parties, the arrangements are entered in to on

an arm’s length commercial basis.

Land, building and plant

and equipment

Mahana vineyard (including the winery and other buildings)

All of the above property is located in the Mahana area in the Nelson region.

Term 20 years (with 4 rights of renewal at the lessee’s option – each right being for a 20-year term)

Commencement Date 31 January 2019

Expiry Date 31 January 2039*

Annual Rent $271,636 plus GST per annum.

Rent Reviews Rent Review Date – occurs every fifth anniversary of the Commencement Date, where the rent

will be reset based on the change in the independent valuation of the Property relative to the

initial independent valuation (subject to not being lower than the previous rent)

Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.

Guarantor None.

Other Key Terms Lessee purchase option – at each rent review period, should the independent valuation of the

winery building increase by more than 10% than the independent 5 years prior, the lessee has the

option to purchase the winery building at the price of the independent valuation from the previous

rent review period plus 10%. Should the option be exercised, the rent on the remaining property

will be 7% of the purchase price (adjusted for subsequent independent valuations).

A force majeure event occurs where the vineyard is destroyed or partially destroyed and impacts

the productivity of the vineyard. In this circumstance, the Lessor pays to reinstate the vineyard, or

if uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening

period.


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Land Lease Agreement

Parties PT (Booster Investments) Nominees Limited (Lessor)

Seeka Limited (Lessee)

Land 2624 State Highway 10 Kerikeri

Term 15 years

Commencement Date 30 September 2019

Expiry Date 30 September 2034

Annual Rent $1,085,000 plus GST per annum.

Rent Reviews Market Rent Review – on the fifth anniversary of the Commencement Date and every three years

thereafter.

Outgoings All usual outgoings are recoverable from the lessee in addition to the rent.

Guarantor None.

Other Key Terms Lessor’s termination right – the Lessor may terminate this lease as at 30 July in any year during

the Term, but in no circumstances earlier than 30 July 2024, by giving the Lessee sufficient

written notice. Should a termination notice be issued, the Lessor and Lessee will enter into good

faith negotiations to agree on commercial terms an agreement for the Lessee to provide

management and post-harvest services in respect of the orchard. If a notice of termination was

made as at 30 July 2024, an early termination cost may apply and be paid by the Lessor.

A force majeure event occurs where the orchard is destroyed or partially destroyed and impacts

the productivity of the orchard. In this circumstance, the Lessor pays to reinstate the orchard, or if

uneconomic to do so may terminate the lease, and rent is reduced accordingly in the intervening

period.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.