PLP – Updated Disclosure Document
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Private Land
and Property
Fund
Of the Booster Investment Scheme 2
O
ther material information
3
0 June 2022
Page 2 of 33
Table of contents
1 Introduction Page 3
2 Summary - Private Land and Property Fund Page 3
2.1 Investment Structure
Page 3
2.2 Key Financial Ratios
Page 4
2.3 Further Information
Page 5
3 Information on the Private Land and Property Fund Page 5
3.1 Investing in the Fund
Page 5
3.2 Risk Indicator
Page 5
3.3 Interest in the Fund
Page 6
3.4 Calculation of Fund value and unit value
Page 6
3.5 Income Distributions
Page 7
4 Information on the Wholesale Portfolio Page 8
4.1 Property Investments of the Fund
Page 8
4.2 Property Development Projects
Page 15
4.3 Borrowing
Page 16
4.4 Basis of Estimates for costs
Page 17
5 Guarantees Page 18
6 Taxation Page 18
6.1 Portfolio Investment Entity (PIE) Tax
Page 18
6.2 Tax Reporting
Page 19
7 Information about the Scheme Page 19
7.1 Suspension
Page 19
7.2 Amendment to the Trust Deed
Page 20
7.3 Winding up a Fund and the Scheme
Page 20
7.4 Market Indices
Page 20
8 Who is involved with the Scheme Page 20
9 Conflicts of interest Page 23
9.1 Related Party Transactions
Page 23
10 Other Material Contracts Page 24
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1. Introduction
The Private Land and Property Fund is a fund offered under the Booster Investment Scheme 2.
This document is designed to provide potential investors with information on the Private Land and Property Fund
(the Fund) and the Booster Investment Scheme 2 (Scheme) that we believe may be material to a decision to invest in
the Fund.
The information provided complements the Product Disclosure Statement (PDS) for the Fund that the investor
received so it is important that these documents are read together.
Additional information regarding the operation of the Scheme can be found in the Scheme’s Trust Deed which can be
viewed at http://www.booster.co.nz/documents-and-forms/booster-investment-scheme-documents-and-forms
.
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 Fund and the Scheme in the PDS and/or this
document and you may have further questions about the suitability of the Fund as an investment for you.
If you do have any questions, we would be pleased to hear from you. You can contact us on 0800 40 40 50. You can
also discuss your personal situation with your financial adviser.
2. Summary - Private Land and Property Fund
The Private Land and Property Fund is a managed fund and investors purchase units which gives them an interest in
the Fund that is proportionate to the number of units that the investor holds. The number of units that an investor
receives is dependent on the amount of money invested and the unit price of each unit issued in the Fund.
The Fund is listed on the NZX Main Board (code PLP). You can view the Fund’s NZX page at
www.nzx.com/companies/PLP
.
An investor can choose to make an investment in the Fund, either by purchasing units through the Booster wrap
administration system or via the NZX through an NZX Participant (such as a broker).
Go to section 3.1 - Investing in the Fund for further information on the ways to invest into the Fund.
2.1. Investment Structure
The Fund fully invests into a separate wholesale portfolio which is also managed by Booster – the Private Land and
Property Portfolio (Wholesale Portfolio). The Wholesale Portfolio is a managed fund established under the Booster
Investment Scheme, a separate scheme also managed by Booster Investment Management Limited (BIML or the
Manager).
The Fund holds 100% of the units of the Wholesale Portfolio, and the Wholesale Portfolio holds the direct and indirect
property investments, assets, borrowings and liabilities that the investors in the Fund are exposed to. This also means
the unitholders of the Fund are exposed to the costs and charges incurred by the Wholesale Portfolio as part of the
management of the property investments and borrowings.
As the Fund increases in size, it will obtain more investment exposure to property by buying units in the Wholesale
Portfolio. Booster, also being the manager for the Wholesale Portfolio, is constantly looking for further suitable
investment opportunities, consistent with its investment strategy, and to increase its level of diversification.
As the Fund wholly invests into the Wholesale Portfolio, investors should have oversight of how their money is being
invested by the Wholesale Portfolio. The diagram below illustrates the relationship between the Fund and the
Wholesale Portfolio and provides a high-level overview of the key financial information that we consider relevant to
investor’s decision to invest in the Fund:
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The financial information included in the diagram above is as at 16 June 2022 and will change from time to time.
2.2. Key Financial Ratios
The above diagram outlines the key financial ratios of the Wholesale Portfolio, an explanation of these ratios is as
follows:
• Gearing ratio – this ratio shows the level of borrowing the Wholesale Portfolio has undertaken as a
percentage of total assets.
• Interest cover ratio – this ratio shows how many times earnings would be able to pay the interest debt
incurred on borrowings.
• Interest costs percentage – This shows the amount of interest as a proportion of net assets.
• Property operating expenses – this ratio shows the costs incurred to operate and maintain the properties as
a percentage of net assets.
Investors hold units in the Fund
Booster InvestmentPrivat e L and andNet asset value$109.2 million
(direct with Booster or via NZX)Scheme 2Property Fund
the "Fund"
Total Assets (millions)Total Liabilities (millions)
Value
Value
Units in the Private Land and Property Portfolio$108.8
Liabilities
$0.0
Cash$0.3
Total Liabilities
$0.0
Total Assets$109.1
The Fund invests into the Booster InvestmentPrivat e L and andTotal asset value108.8$
million
Wholesale PortfolioSche meProperty PortfolioTotal borrowings-$ m
illion
Net asset value108.8$ million
The Wholesale Portfolio holds
the direct property assets and
borrowings
Total Assets (millions)Total Liabilities (millions)
Property Assets
FacilityFacility Limit
Location/RegionProperty TypeProperty Value
Borrowings with ANZ$0.0
Awatere Valley,
Marlborough
Vi neyard properti es$22.9
Other liabilities (incl Property
Operating Costs)
$0
Hope, Nelson RegionVi neyard properti es$18.9Total liabilities$0.0
Hawke’s Bay
Vi neyard property$5.8
Winery building$3.0
Mahana, Nelson region
Wi nery bui ldi ng and
vi neyard property
$4.1
Kerikeri, NorthlandKiwifruit orchard property$22.2
Waimean, Nelson region
Waimea West Hops
Limited
$8.4
Total Property assets$85.3
Other Assets
Cash / Income$23.5
Accrued expenses$0.0
Total Assets$108.8
Key Financial Information related to
Gearing ratio:0.00%
Interest cover ratio: (Interest:EBITA)
-
the Wholesale Portfolio:
Property operating costs:0.07%
Interest cost %: (Interest/NAV)
0.00%
the "Wholesale
Portfolio"
% of units held by the Portfolio100%
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2.3. Further Information
Section 4.0 - Information on the Wholesale Portfolio outlines further information in respect of the direct assets and
liabilities of the Wholesale Portfolio, including specific details regarding the:
• Property Investments of the Wholesale Portfolio;
• Borrowings of the Wholesale Portfolio; and
• Estimated costs of investing in the Wholesale Portfolio.
3. Information on the Private Land and Property Fund
3.1. 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
• 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 a Client Custody agreement (Agreement)
for the System by either:
• applying directly to Booster at
www.booster.co.nz/booster-investments/private-land-and-property-
fund; or
• applying via a financial adviser or a financial adviser authorised to provide a Discretionary
Investment Management Service (DIMS).
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 (ACNL), a related party of the Manager which acts as a bare trust established solely for this purpose. The
custodian of the System can change from time to time without prior notification. By accessing the Fund via the
System, the investor is not subscribing for units in the Fund directly.
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 http://www.nzx.com/services/market-participants
for a list of current NZX
Participants.
You can view the Fund’s NZX page at http://www.nzx.com/companies/PLP, including all announcements made on
the NZX at http://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.
3.2. Risk Indicator
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.
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As the Fund has not been offered for a full period of five years, five years of returns data will not be available. Until
then 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 has been calculated using a mix of historical returns obtained from the Property Council/IPD New
Zealand Property Index; actual returns of the Wholesale Portfolio; and actual Fund returns. As a result, the risk
indicator may provide a less reliable indication of the potential future volatility of the Fund. The Property Council/IPD
New Zealand Property Index is not a securities index, but we have used it in the risk indicator calculation because
there is no appropriate securities index or peer group index available for the Fund. 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. You can find more information about
the Property Council/IPD New Zealand Property Index here:
https://www.propertynz.co.nz/advocacy/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 able 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 0800 40 40 50.
3.3. Interest in the Fund
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.
A register of unitholders in the Fund is maintained by Link Market Services Limited (Unit Registrar) which records all of
the investment details of each unitholder, including (but not limited to) number of units held, contributions,
withdrawals, tax and imputation credit information.
3.4. 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 Portfolio;
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.
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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.
3.5. Income Distributions
The Fund will aim to pay quarterly distributions to investors of any net cash income received from the Wholesale
Portfolio (after allowing for tax and expenses). The payment of distributions is at the discretion of the Manager.
Distribution Reinvestment Plan (DRP)
Investors who are a resident in New Zealand and have an address in New Zealand on the Fund register are eligible to,
and can choose to reinvest, their distribution by participating in the DRP. As participation in the DRP is voluntary,
eligible investors are free to opt-in or opt-out of the DRP at any time with prior notice to the Manager (for direct
investors) or Link Market Services Limited (for NZX investors).
The following additional conditions apply to the DRP:
1. When the Fund announces a distribution, the Fund will also confirm whether the DRP will apply to that
distribution (i.e. the Fund can revert to paying only cash distributions at any time).
2. The price of the units issued under the DRP will be the latest available unit price on the morning of the
payment date.
3. The New Zealand tax status of the distribution will not change.
4. Any new units issued under the DRP will rank equally in all respects with existing units.
5. The Manager retains the right to determine that the DRP will not apply to a particular distribution, or will not
apply to some of a particular distribution (rather than all), with the result being that all or the relevant
proportion of that distribution will be paid in cash instead of the DRP applying.
6. Investors must complete an DRP Election Notice if they are to opt into the DRP or cease participating in the
DRP.
7. All DRP Election Notices must be received by the Manager (for investors who hold their units through
Booster) or by Link Market Services Limited (for investors investing directly on the NZX) by the Record Date of
the relevant distribution. Record Date means 5:00pm on the date fixed by the Manager for determining
entitlements to distributions payable or credited on Fund units. An election will remain in force for all future
distributions to which the DRP applies, unless an updated DRP Election Notice is received advising the
investor no longer wants to participate in the DRP. A copy of the DRP Election Notice is available from the
Manager or if you invested into the Fund directly on the NZX, you can make your election on-line at
https://investorcentre.linkmarketservices.co.nz
Partial Units:
• Investors who hold units through Booster’s custodial service are able to hold partial units, resulting in the full
value of the distribution being reinvested without any residual cash left over.
• For investors investing directly on the NZX, the number of additional units received under the DRP will be
rounded down to the nearest whole unit (to comply with NZX rules). Any residual cash left-over shall be
carried over and applied under the DRP the next time the DRP operates. You will not accrue interest on this
residual cash balance. Should you cease to participate in the DRP; or cease to be a unitholder of the Fund,
any residual cash balances that have been carried over shall be forfeited.
Statements:
• For investors who hold units through the System, Booster will provide you with reporting in respect of all of
your investments with Booster on at least an annual basis, including details of the distribution and the
number of units received under the DRP.
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• For investors investing directly on the NZX, Link Market Services Limited (Unit Registrar), will send a
statement within five trading days of the allotment of additional units issued, including details of the
distribution and the number of units received under this DRP as well as any residual cash balances carried
over.
4. Information on the Wholesale Portfolio
The Private Land and Property Portfolio is a managed fund established under the Booster Investment Scheme, a
separate wholesale scheme managed by the Manager. The Private Land and Property Fund is the sole investor in the
Wholesale Portfolio and holds 100% of the units issued by the Wholesale Portfolio.
This section outlines the information that is relevant to investors in the Fund, but directly relates to the operations of
the Wholesale Portfolio.
4.1. Property Investments of the Fund
Details of the investments held by the Wholesale Portfolio as at the date of this document are provided below.
In addition to the investments listed below, the Wholesale Portfolio will from time to time consider further
investment opportunities. 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 Portfolio.
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1. Vineyard Properties in Awatere Valley, Marlborough
Property Details
Property Value
1
$22,906,000
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
Contract term remaining 8 years
Last independent valuation June 2021
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.
The property has 43% of the canopy hectares fully mature and highly productive, a further 48% will mature by 2023, and
the remaining 9% by 2024.
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2. Vineyard Properties in Hope in the Nelson region
Property Details
Property Value
1
$18,929,000
Planted Land Area 102.6 canopy hectares of the total 116.8 hectares
Basis of Property Return Fixed price lease
Lessee
2
Waimea Estates (Nelson) Limited
Lease term remaining 15 years
Last independent valuation March 2022
Notes on the Property:
Planted as far back as 1993 in land near Richmond, these vineyards comprise 102.6 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 which have now been replanted 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
1
$8,813,000
Land Value
1
$5,792,000
Planted Land Area 35.9 canopy hectares of the total 45.42 hectares
Basis of Property Return Fixed Price Lease
Lessee
2
Booster Wine Group Limited Partnership
Lease term remaining 16 years
Last independent valuation March 2022
Other Property Value
1
$3,021,000
Nature of Other Property Winery building
Basis of Property Return Fixed Price Lease
Lessee
2
Booster Wine Group Limited Partnership
Lease term remaining 16 years
Last independent valuation March 2022
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 and administration activities.
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4. Winery Building and Vineyard Property in Mahana in the Nelson region
Property Details
Property Value
1
$4,058,000
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
Lease term remaining 17 years (with 4 rights of renewal at the lessee’s option – each right
being for a 20-year term)
Last independent valuation February 2021
Notes on the Property:
The property is a 21.2 hectare vineyard 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 into the hillside to reduce energy usage, and
enables high quality wines to be produced, whilst its ‘living roof’ also allows it to blend gently with the surrounding
landscape. The property also includes an office block and cellar door facility.
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5. Orchard property in Kerikeri
Property Details
Property Value
1
$22,234,000
Planted land Area 31.1 canopy hectares of the total 50.41 hectares
Basis of Property Return Fixed Price Lease
Lessee
2
Seeka Limited
Lease term remaining 12 years (with no right for Lessor termination before 30 July 2024)
Last independent valuation March 2022
Notes on the Property:
The orchard is situated in Northland close to Kerikeri and is a total area of 50.4 hectares 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 11.5 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.
A small area of unplanted land (2.8 hectares) is planned to be planted in lemons over the next 2-3 years.
Page 14 of 33
6. Hops investment in Waimea, Nelson
Investment Details
Wholesale Portfolio’s share of company value
1
$8,382,000
Planted Land Area 38 canopy hectares of a total 62.5 plantable hectares
Basis of Property Return Sale of hops
Primary customers New Zealand Hops Limited
Weighted average contract term
3
1-2 years
Last independent valuation February 2021
Debt ratio as of 30 April 2022
4
23%
Notes on the Investment:
Waimea West Hops is a well-established hops garden located 15km south west of Nelson, nearby the settlement of
Brightwater. Our partners acquired the garden in 2018, re-invigorating the garden and plantings.
The garden is planted with a wide range of aroma hops, the key varieties being the in-demand Nelson Sauvin and
Motueka.
Our recent investment will enable a development of up to 62.5 canopy hectares of hops, with scope to develop a further c.
20 Hectares contingent on securing an appropriate site. The current development is expected to take until 2023 with all
plantings fully mature by 2026.
The Wholesale Portfolio invests indirectly in this property by its investment in the company (Waimea West Hops Limited)
which owns the land and processes the hops.
Page 15 of 33
Notes on the Property investments:
1. The value of the Property is at 16 June 2022 based on the Manager’s assessment of the most recent independent valuation (or
at cost as at the purchase date where purchased within the last 12 months). The Manager reviews the valuation of Property
on at least a quarterly basis and the Manager’s valuation assessment is supported by the independent valuations received for
each Property.
• In the case of the Awatere based land, the Manager’s valuations are supported by the latest independent valuations
which includes an “as is” and “as mature” valuation as the land is under development. The unit price recognises
incremental increases in the value for the land under development as it reaches maturity, for which our valuation
policy is described below under the heading property development projects.
• In the case of the Hope, Nelson based land, the fund adopted a value that represents its current rental potential per
the lease terms, and a portion of the open market value that is available to the fund at the end of the lease. In this
period, the fund’s returns will therefore comprise both rental income and an assessed portion of the open market
value that could be realised in the future. Periodic valuation reports will also reassess the open market value and any
adjustment will be recognised as valuation evidence requires.
• For Hawke’s Bay based land and buildings, the Manager’s valuation is derived from the latest independent valuation.
• For Mahana, Nelson based land and buildings, the Manager’s valuation is derived from the latest independent
valuation.
• For the orchard in Kerikeri, the Manager’s valuation is supported by the latest independent valuation which includes
an “as is” and “as mature” valuation as the land is under development. The unit price recognises incremental
increases in the value for the land not yet fully mature. The returns associated with this property comprise lease
revenue and a recognition of the gain in value of the Kiwifruit vines as they reach maturity.
• For Waimea West Hops, the Manager’s valuation is supported by the latest independent valuation, which includes
an “as is” and “as mature” valuation as the land is under development. The returns associated with this investment
relate to the gain in value of the underlying hops plant as they reach maturity and any dividends received.
2. The key terms of each of the material contracts related to the Property of the Wholesale Portfolio can be found in section 10.0
– Other Material Contracts of this document.
3. Waimea West Hops Limited is part of a grower co-operative (New Zealand Hops Limited) which markets, distributes and sells
hops on behalf of growers. New Zealand Hops Limited enters into separate contracts (typically rolling 2 year contracts) with
end customers in New Zealand and internationally. Waimea West Hops Limited owns a proportional shareholding in New
Zealand Hops Limited that reflects its total harvest volumes.
4. Debt ratio is calculated as net debt divided by total assets.
4.2. Property Development Projects
There are various property development projects currently in place to maintain, improve and enhance the Properties.
The Manager of the Wholesale Portfolio approves all property development and the associated capital expenditure
required to complete the development. The project work completed on the Properties is expected to affect the
valuation of the property, which is reflected in the unit price of the Wholesale Portfolio.
A summary of the material property development projects that are currently underway are detailed below:
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. Based on an independent
valuation report, the Manager considers that the vineyard’s value will increase by $1.6m 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 Portfolio, 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.
Page 16 of 33
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 expected market value per mature
canopy hectare as assessed by an independent valuer, the Manager considers that Upton’s vineyard value will increase
by $0.9m (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, 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 for Stage 1. This project commenced
after the 2018 harvest and the replanted vines are expected to reach maturity in 2025. After the 2022 harvest Stage 2
is expected to commence to redevelop and replant a further 8.46 hectares with vines expected to reach maturity in
2029.
The key terms of the project can be found in section 10.0 – Other Material Contracts of this document.
Kerikeri kiwifruit and lemon orchard
The orchard, purchased in 2019, contains 20 hectares of SunGold kiwifruit, mostly grafted in 2019 and 2020 and 11.5
hectares of mature Yen Ben lemons. A small section of the kiwifruit (2 hectares) is mature. It is expected all vines will
reach full maturity in 2024. Based on the expected as mature valuation as assessed by an independent valuer, the
Manager considers that the orchard’s value will increase by $4.3m (excluding any general market driven increase in land
values over that time). In addition, there is a plan to plant an additional 3 hectares of the property in lemons over the
next 12- 18 months through to the end of 2023.
Waimea West Hops
There is a plan to develop a further 34 hectares of hops at a site was purchased in June 2021. As at June 2022, 9 hectares
of the 34 hectares has been planted. In addition, a new picking and processing facility is being constructed on the site
currently owned by Waimea West Hops Limited, to increase capacity, reliability and quality of processing. This is due to
be completed before the 2023 harvest.
In addition to the 34 hectares above, the business plan provides that a minimum of a further 20 hectares of hops will
be targeted for acquisition and planted in 2023-2024 (to result in a total land holding of 82.5 hectares) .
Development funding will be met by the Wholesale Portfolio’s investment in Waimea West Hops Limited, bank funding,
and operational cashflow.
4.3. Borrowing
The Fund may not borrow, but it has an indirect exposure to borrowings via the Wholesale Portfolio which has its own
borrowing facility. The Wholesale Portfolio may gear up to 65% of its total assets and has a target of 40%.
As at the date of this document, a summary of the loans in place are as follows:
The Wholesale Portfolio has a revolving bank 4.75 year loan facility with BNZ Bank of New Zealand Limited (BNZ). As
security for the borrowings, BNZ has a first ranking general security interest over the Wholesale Property assets (other
than shares in Waimea West Hops Limited). The unpaid principal and interest in respect of these borrowings is taken
into account in the unit value of units in the Wholesale Portfolio. In the event of a wind up of the Wholesale Portfolio,
any unpaid principal and interest in respect of the borrowings will rank ahead of the interests of investors in the
Wholesale Portfolio and will need to be paid before any payment of the residual value can be paid to its investors,
which is currently just the Fund.
Page 17 of 33
As at the date of this document, a summary of the loans in place are as follows:
Facility Facility Limit Drawn down Interest Rate Expiry Date
Customised Average Rate Term
Loan (CARL)
$30,000,000 nil 3 month Bank Bill
Benchmark Rate + 2.20%
2027
Total borrowings $30,000,000 nil
In addition to the interest rate, there is a non utilisation fee of 1.0% calculated on undrawn loan amounts. The
repayment of any principal outstanding falls due on the expiry date noted above. It is the Manager’s intention (as
manager of the Wholesale Portfolio) to seek to arrange an extension or refinance prior to the end of the facility’s
term, but no steps in this regard have been taken.
In order to maintain the loan facility, certain financial covenants must be met. The financial covenants for the loans,
and their ratios are as follows:
Financial Covenant Covenant position as at 16 June 2022
Loan to value ratio is not to exceed 50% of the value of the
secured land
Gearing ratio of 0
Interest cover ratio (EBITDA to interest costs) is to exceed 2
times)
n/a (no amount drawn)
Note:
• The gearing ratio or loan to value ratio is how much the Wholesale Portfolio owes (interest bearing debt/
borrowings) as a portion of its property assets.
• The interest cover ratio of the Wholesale Portfolio is calculated as the prevailing annualised earnings
before interest, tax, depreciation, manager’s fees and amortisation plus unrealised gains less unrealised
losses all divided by the interest and borrowing costs on senior debt.
For further information on this loan facility, refer to section 10.0 - Other Material Contracts below.
In addition to the borrowing undertaken directly, the Wholesale Portfolio may also have indirect borrowings through
its investments (depending upon the structure of the investment). Waimea West Hops Limited (the company through
which the Wholesale Portfolio holds its investment in hop growing land) has a capital expenditure programme that
will be partly funded by borrowings. The extent of the borrowings is disclosed in the information on Waimea West
Hops Limited (on page 14).
4.4. Basis of Estimates for Costs
Property Operating Expenses
These are the direct costs of ownership and operating the individual Properties of the Wholesale Portfolio. This includes
(but is not limited to) valuations and other property related costs and associated professional fees.
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
• Reasonable estimates made for costs such as valuations based on current or past costs and other property
related costs and associated professional fees.
Note the actual costs may differ from estimated, including if additional properties are purchased.
Page 18 of 33
5. Guarantees
No person, including us, the Supervisor, the government or any other party, guarantees the performance, returns or
repayment of capital of the Scheme, the Fund or of the Wholesale Portfolio.
6. 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. There may be various non-New Zealand tax consequences which affect the Scheme and non-New
Zealand resident investors that are not addressed here. We recommend that investors seek 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 the Supervisor nor the Manager accepts any responsibility for the taxation consequences of an investor’s
investment in the Scheme.
The Private Land and Property Fund is a Listed Portfolio Investment Entity (Listed PIE). The following information is
based on the Fund being a Listed PIE.
6.1. Portfolio Investment Entity (PIE) 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.
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 property, 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.
Page 19 of 33
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 Portfolio claims on
its Property.
6.2. 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 Trust, 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:
https://www.ird.govt.nz/international-tax/exchange-of-information/fatca/about-fatca
. The Scheme has been
registered for FATCA purposes.
Automatic Exchange of Financial Account Information in Tax Matters (AEOI) and Common Reporting Standard (CRS)
AEOI and CRS imposes global rules for the purpose of avoiding offshore tax evasion through the exchange of financial
information between tax authorities in different overseas jurisdictions. 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. Accordingly, we may require additional information
from investors in order to comply with these obligations. For more information on AEOI and CRS, please refer to the
Inland Revenue website:
https://www.ird.govt.nz/international-tax/exchange-of-information/crs/important-documents
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 “Taxation” are provided as general background only and are not a
comprehensive discussion of tax issues.
7. Information about the Scheme
7.1. 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.
Page 20 of 33
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.
7.2. 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.
7.3. Winding up the 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 the Fund in proportion to the
numbers of units held by them immediately prior to winding up.
7.4. 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 at www.booster.co.nz/documents-and-forms/booster-investment-scheme-documents-and-forms.
However, as described in section 3.2 - Risk Indicator, 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.
8. 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 https://fsp-register.companiesoffice.govt.nz
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 Scheme, the Fund and Wholesale Portfolio, and a summary of
their relevant skills, experience and expertise, is set out below:
Page 21 of 33
John Selby, Mt Maunganui (Independent Director).
BC, CA (Chartered Accountants Australia and New Zealand), Member of NZ Institute of Directors
Mr Selby is the Chair of our board of directors 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 a number of
governance roles.
Remuneration is made up of fees.
Melanie Templeton, Wellington (Independent Director).
Bachelor of Business Information - Marketing and Communications, Member of NZ Institute of Directors
Ms Templeton is an independent director on our board of directors and has a strong background in governance,
risk and assurance and regulatory compliance as well as significant experience in financial services, specifically
around fintech and retail banking.
Remuneration is made up of fees.
Bruce Edgar, Wellington (Director).
BCA
Mr Edgar, is a director on our board of directors . He has over 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 fees.
Paul Foley, Wellington (Director).
BCA/LLB, Chartered Fellow, Member of NZ Institute of Directors
Mr Foley is a director on our board of directors and the Chairman of the board of directors of our 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 salary.
Allan Yeo, Brisbane, Australia (Director).
BCA (Hons), BA
Mr Yeo is a director on our board of directors and the Managing Director of the our 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 salary.
Duncan Wylie, Wellington (Chair of the Investment Committee)
LLB
Duncan has previously led an internal merger and acquisition team for a major New Zealand entity, was a
corporate finance partner and Ernst & Young for 13 years and was with an international bank for 14 years of which
6 years as New Zealand country manager.
Page 22 of 33
Remuneration is made up of salary and shares.
Alison 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.
Nic Craven, Wellington (Chief Investment Officer)
CFA, BSc, BCA(Hons)
Mr Craven has over 15 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 shares.
Brendon Doyle, Wellington (Director, Direct Investments)
BBS, COP Management Accounting and Auditing
Mr Doyle 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.
Supervisor
The supervisor of the Scheme is Public Trust (Supervisor), and Public Trust is independent of us. Their address is Level
8, 22-28 Willeston Street, Wellington 6011.
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 Ernst & Young (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.
Page 23 of 33
Unit Registrar
Link Market Services Limited provides unit registry services.
9. 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 Booster 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.
9.1. 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
Page 24 of 33
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.
The Fund is permitted to invest in cash and cash equivalents and units in the Wholesale Portfolio, a fund we also
manage and a related party to the Fund. All investment activity between the Fund and the Wholesale Portfolio is
completed on an arm’s length basis.
Fund – Related party contracts
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.
Wholesale Portfolio – Related party contracts
A number of the material contracts in respect of the investments of the Wholesale Portfolio have been entered into
with parties associated with Booster, 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
the Wholesale Portfolio (and consequently the Fund).
Section 10.0 – Other Material Contracts below, outlines a summary of the material contracts in respect of the Wholesale
Portfolio, including details on the nature of the contract, whether the contract is between related parties and the key
terms of the contract.
All material contracts have been entered into on an arm’s length basis, and where the contract is between related
parties, any conflicted directorships abstained from the decision to enter into the contract on behalf of Booster.
10. Other material contracts
The following is a summary of the nature and key terms of material contracts that have been entered into in respect
of the Wholesale Portfolio. Where a contract is between related parties, a description of how these parties are
associated is detailed.
Page 25 of 33
Net Grape Supply Agreement
Nature of the Contract The Wholesale Portfolio sells the grapes it produces from its Marlborough based land to Booster Wine
Group Limited Partnership (BWG), a related party to Booster.
Vineyard management is undertaken by Awatere River Vineyards Limited (ARVL), a related party to Booster
under terms which are approved by the Manager of the Wholesale Portfolio. ARVL manages the land and
the production of the grapes. Vineyard management costs are set in terms of agreed activities and charges
that are reported to, and monitored by, the Manager.
The Wholesale Portfolio has arrangements under which it sells grapes at market related prices net of the
agreed vineyard management costs (which are the responsibility of the grape buyer).
Description This agreement relates to:
a) the sale of grapes grown on the following vineyards owned by the Wholesale Portfolio; and
b) the provision of vineyard management services for the following vineyards owned by the
Wholesale Portfolio:
• 2 Flemings Road, Seddon, Marlborough
• 75 Barewood Road, Seddon, Marlborough
• 206 Upton Downs Road, Seddon, Marlborough
Under this agreement, the Grower grows grapes on these vineyards and then agrees to sell, and BWG
agrees to buy, the contracted tonnes of grapes produced on the contracted blocks on these vineyards for
its winemaking business.
Parties Awatere River Vineyards Limited (ARVL)
ARVL is the appointed manager of the vineyards.
PT (Booster Investments) Nominees Limited (Grower/Owner)
The Grower/Owner is the custodian of the vineyards held by the Wholesale Portfolio.
The Awatere River Wine Company Limited (ARWCL) on behalf of the Booster Wine Group Limited
Partnership (BWG) (Grape Buyer)
BWG is securing a supply of grapes for its winemaking business.
Booster Investment Management Limited (BIML)
BIML is the manager of the Wholesale Portfolio and is responsible for ensuring that the obligations of the
Grower/Owner under this agreement are met.
Related Parties ARVL is 50% owned by ARWCL and 50% by Waimea Estates (Nelson) Limited (WENL), both of which are
wholly owned subsidiaries of the Booster Wine Group Limited Partnership (BWG).
BWG is 96.64% 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 Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
The arrangements are entered in to on an arm’s length commercial basis.
Term 1 April 2020 to 31 May 2030
Pricing Principles The Wholesale Portfolio has arrangements under which it sells grapes so that the vineyard management
costs are the responsibility of the grape buyer. These costs which are charged by ARVL are set in terms of
agreed activities and charges that are reported to, and monitored by, the Wholesale Portfolio.
Establishment of the Grape Price component
BWG 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
Page 26 of 33
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.
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, BWG 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, BWG 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, BWG will agree to purchase the additional
tonnes. The price for any additional tonnes of grapes will be 50% of the agreed price of the contracted
tonnes.
ARVL’s Establishment of the Vineyard Management Fee component
The vineyard management fee component of the net grape supply agreement 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.
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.
Termination The agreement may be terminated with immediate effect by the grower or BWG 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 BWG (unless BWG 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.
Page 27 of 33
Land Lease Agreement
Nature of the Contract The Wholesale Portfolio leases its Hope, Nelson based land to Waimea Estates (Nelson) Limited (WENL), a
related party to Booster, who utilises it for the production of grapes for its wine making business.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Waimea Estates (Nelson) Limited (Lessee)
Related Parties Waimea Estates (Nelson) Limited (WENL) is a wholly owned subsidiary of the Booster Wine Group Limited
Partnership (BWG).
BWG is 96.64% 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 Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
The arrangements are entered in to on an arm’s length commercial basis.
Land Lansdowne Vineyard, Lansdowne 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 $944,576 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.
Page 28 of 33
Project Management Agreement
Nature of the Contract The Wholesale Portfolio has entered into a development project in respect of 416 Main Road, East Hope,
Nelson, to re-establish a productive vineyard. The project is managed by Awatere River Vineyards Limited
(ARVL) who is a related party to Booster.
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 Portfolio:
• 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 Portfolio.
Booster Investment Management Limited (BIML)
BIML is the manager of the Wholesale Portfolio and is responsible for ensuring that the obligations of the
Owner under this agreement are met.
Related Parties ARVL is a wholly-owned subsidiary of Booster Wine Group Limited Partnership (BWG).
BWG is 96.64% 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 Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
The arrangements are entered in to on an arm’s length commercial basis.
Project Dates Project Start Date – May 2018
Expected completion date – December 2023
Stage 1 has been completed, and Stage 2 is set to begin in 2022
Project Outcomes Stage 1
• Removal of 11.4 hectares of infected vines and hardware.
• Cultivate the land, remove all roots and treat soil.
• Install hardware and replant 11.4ha in agreed varietals.
Stage 1 has been completed, and Stage 2 is set to begin in 2022.
Stage 2
• Removal of 8.46 hectares of infected vines and hardware.
• Cultivate the land, remove all roots and treat soil.
• Install hardware and replant 8.46 hectares in Sauvignon Blanc.
Project Budget
• The stage 2 budget is expected to be around $530,000 (exclusive of GST, inclusive of 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.
Page 29 of 33
ARVL’s Remuneration ARVL will be paid a project management fee of $30,000 + GST for completion of each of the 2 stages that
form stage 2 of the project
ARVL has been paid a project management fee of $30,000 + GST for completion of each of the 2 stages that
formed stage 1 of the project.
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.
Page 30 of 33
Land and Building Lease Agreement
Nature of Contract The Wholesale Portfolio leases its Hawke’s Bay based land and winery building to Booster Wine Group
Limited Partnership (BWG), a related party to Booster, who utilises the Property for the growing of grapes
and production of wine.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Booster Wine Group Limited Partnership (Lessee)
Related Parties Booster Wine Group Limited Partnership (BWG) is 96.64% 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 Portfolio) are 100% owned by Booster
Financial Services Ltd (BFS).
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
Commencement Date 14 September 2018
Expiry Date 14 September 2038
Annual Rent $685,574 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.
Page 31 of 33
Land and Building Lease Agreement
Nature of Contract The Wholesale Portfolio leases its Mahana, Nelson based land and buildings to Waimea Estates (Nelson)
Limited (WENL), a related party to Booster, who utilises the Property for the growing of grapes and
production of wine.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Waimea Estates (Nelson) Limited (Lessee)
Related Parties Waimea Estates (Nelson) Limited (WENL) is a wholly owned subsidiary of Booster Wine Group Limited
Partnership (BWG).
BWG is 96.64% 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 Portfolio) are 100% owned by Booster
Financial Services Limited (BFS).
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 $321,447 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 five 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.
Page 32 of 33
Land Lease Agreement
Nature of Contract The Wholesale Portfolio leases its Kerikeri based kiwifruit orchard to Seeka Limited who utilises the
Property for the growing and production of Sungold kiwifruit.
Parties PT (Booster Investments) Nominees Limited (Lessor)
Seeka Limited (Lessee)
Related Parties Nil
Land 2624 State Highway 10 Kerikeri
Term 15 years
Commencement Date 30 September 2019
Expiry Date 30 September 2034
Annual Rent $1,091,843 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.
Page 33 of 33
Loan Facility Agreement
Nature of the Contract The Wholesale Portfolio has entered into a loan agreement with the BNZ Bank New Zealand Limited to
borrow monies using the properties as security.
Lender BNZ Bank New Zealand Limited (BNZ)
Other Parties PT (Booster Investments) Nominees Limited (Custodian, Borrower) of the Secured Property
Related Parties Nil
Facility Limit $30,000,000
Security BNZ holds a general security interest over the property held by the Wholesale Portfolio (except for the
shares in Waimea West Hops Limited) and the lease/income agreements and water rights related to those
properties.
Loan Term The end date of the facility is 31 March 2027.
Interest Rate 3 month Bank Bill Benchmark bid rate + 2.20% margin
In addition to the interest rate, there is a non utilisation fee of 1.0% calculated on undrawn loan
amounts.
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 EBITDA (earnings before interest, tax expense, manager’s fees, depreciation, and amortisation of
intangibles) is to be maintained at a minimum of 2.00 times interest and borrowing costs on senior debt.
This will be tested at the last day of each financial year.
---
PLP – Updated Disclosure Document
30 June 2022
Booster Investment Management Limited, in its capacity as manager of the Private Land and Property
Fund (‘Fund’), has registered an updated version of the Other Material Information Document (‘OMI’)
with an effective date of 30 June 2022 on the Disclose Register, and is attached.
For further information regarding the Private Land and Property Fund visit
https://www.booster.co.nz/booster-investments/private-land-and-property-fund
For more information, please contact:
Gary Scott
Company Secretary
Booster Investment Management Limited
04 8944300
About Booster
Booster Investment Management Limited (Booster) is the manager and issuer of the Fund, and part of
the Booster Group which has been helping New Zealanders save since 1998. The group currently
administers superannuation and investment funds of over $5 billion on behalf of more than 170,000 New
Zealanders.
PLP is a managed investment fund that invests in land and property-based investments by investing in
units in Booster’s Private Land and Property Portfolio. PLP only holds these units.
For more information, including a copy of the Product Disclosure Statement and the latest net asset value
per unit, please visit www.booster.co.nz
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.