PLP – new Other Material Information Document
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.
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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.