PLP – Updated Disclosure Documents
Private Land and Property Fund1
Offer of units in the Private Land and Property Fund of the Booster Investment Scheme 2
This document replaces the Product Disclosure Statement dated 20 April 2021.
This document gives you important information about this investment to help you decide whether you want to invest. There is other
useful information about this offer on www.disclose-register.companiesoffice.govt.nz. Booster Investment Management Limited has
prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial advice
provider to help you make an investment decision.
13 September 2022
Issuer: Booster Investment Management Limited
Product Disclosure Statement
Private Land and Property Fund
Private Land
& Property Fund
Private Land and Property Fund2
1. Key information summary
Description and investment objectiveRisk indicator
The Fund’s investment objective is to provide investors with a complementary
and enhanced risk / return outcome compared to traditional listed property
investments.
It aims to generate an average annual long-term return of about 6.5% p.a.
(before tax and after all fees, charges and costs) over rolling 7 year periods from
a combination of income and capital gain as properties reach full productive
capability.
Changes in the valuation of properties due to general property market movements
will also impact the return of the Fund but such returns are not the primary
objective of the Fund.
The Wholesale Portfolio, in which the Fund invests, may borrow to invest in more
property or to develop property already held by the Wholesale Portfolio.
2 Because the Fund was established in January 2019, the risk indicator has been calculated using actual returns of the Wholesale Portfolio (which has been in
existence for longer than the Fund) for the period of 1 July 2017 to 31 January 2019; and actual Fund returns for the remaining period to 30 June 2022.
As a result, the risk indicator may provide a less reliable indication of the potential future volatility of the Fund.
What is this?
This is a managed investment scheme.
Your money will be pooled with other investors’ money
and invested in various investments.
Booster Investment Management Limited (we, our or
us) will invest your money and charge you a fee for its
services. The returns you receive are dependent on the
investment decisions of Booster and the performance of the
investments.
The value of those investments may go up or down.
The types of investments and the fees you will be charged
are described in this document.
What will your money be invested in?
The Private Land and Property Fund (Fund) is listed on the
NZX Main Board (with the code PLP). The Fund provides
investors with an opportunity 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, which may be
supplemented with investments in industrial, commercial
and retail properties (including land, buildings, bearer
plants1, and plant and equipment). The Fund obtains its
property exposure by buying units in a separate wholesale
property fund managed by Booster – the Private Land and
Property Portfolio (Wholesale Portfolio) established under
the Booster Investment Scheme. Details of the property
held by the Wholesale Portfolio can be found in the
‘Other Material Information’ document located at
www.booster.co.nz/plpf
1 A bearer plant is a plant (such as a grape vine) that is used in the
production or supply of agricultural produce for more than one period.
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Potentially lower returns Potentially higher returns
Higher risk
Lower risk
See Section 4 – What are the risks of investing? for an explanation of the risk indicator and for information about other risks
that are not included in the risk indicator. To help you clarify your own attitude to risk, you can seek financial advice or work
out your risk profile at www.booster.co.nz/booster-investments/investment-documents.
More about the Fund
2
This Fund may not be suitable for all investors
due to the risks of volatility of returns, gearing
and concentration of investments. If you
are unsure, you should seek advice from
a financial adviser.
Private Land and Property Fund3
3 Calculated daily as a percentage of the net asset value of the Fund.
The Fund may also incur interest and borrowing costs related to gearing undertaken by the Wholesale Portfolio.
For more information about the fees charged, see Section 5 – What are the fees?
Who manages the Private Land and Property
Fund?
Booster is the manager of the Fund. You’ll learn more about
us in Section 7 – Who is involved?
What are the returns?
The return on your investment comes from income
distributions made by the Fund, and from any change in
the Fund’s unit price. The unit price changes as net income
is earned (prior to being distributed), and as property
is revalued. The distribution is the result of net income
generated from rents and the crops produced on the land.
Because crop net income fluctuates, the distribution is not
set at a fixed rate and will vary.
We will aim to pay a quarterly distribution to investors of
any net cash income received from the Wholesale Portfolio
(after allowing for expenses). Eligible investors can choose
to reinvest their distributions by participating in the
Distribution Reinvestment Plan.
See Section 2 – How does this investment work? for more
information.
How can you get your money out?
You can make a request to Booster to withdraw some or
all of your investment in the Fund at any time. Withdrawals
from the Fund will only be processed on the first business
day of the month. There are minimum withdrawal amount
requirements and you must either maintain the amount that
is set as the Fund’s minimum on-going balance or withdraw
in full. If you make a withdrawal request directly with
Booster, a withdrawal fee will normally apply. See Section
5 – What are the fees?
Because the Fund invests in the Wholesale Portfolio, whose
investments by nature have relatively long sale timeframes,
there may be some circumstances in which processing of
withdrawal requests is delayed or suspended.
To mitigate this risk, the Fund and the Wholesale Portfolio
are managed to provide various sources of limited liquidity
for withdrawals.
Units in the Fund are quoted on the NZX Main Board, so
you can also sell your investment on the exchange if there
are interested buyers, in addition to being able to redeem
your investment directly with the Manager. The amount
you get may be less than the amount you invested.
We’ll explain how you can withdraw your investment in
Section 2 – How does this investment work?
How will your investment be taxed?
The Fund is a listed portfolio investment entity (Listed PIE)
for tax purposes.
The amount of tax that the Fund pays is calculated at the
rate of 28%. The Fund intends to pay a distribution on
a quarterly basis, which will include imputation credits
representing the tax it has paid. For a New Zealand resident
individual or trustee investor (other than a unit trust) that
has a marginal tax rate that is lower than the rate of tax
payable by the Fund, you may be able to apply the surplus
imputation credits against other income on which you are
required to pay tax.
See Section 6 – What taxes will you pay? for more
information.
Where can you find more key information?
Booster is required to publish quarterly updates for the
Fund. The updates show the returns, and the total fees
actually charged to investors, during the previous year. The
latest fund updates are available at www.booster.co.nz.
We will also give you copies of those documents on request.
Annual fund charges3Individual action fees
Management fee 1.00%
Other management and
administration charges
In fund costs* 0.10%
Property operating
expenses** 0.09%
Total (estimate) 1.19%
* Estimated.
** The estimated property operating
expenses are the direct costs of
ownership and operation of the
individual underlying properties of
the Wholesale Portfolio which are
proportionately passed to the Fund.
This includes (but is not limited to)
valuations and other property related
costs and associated professional fees.
These amounts are not fees payable
for the management of the Fund.
Contribution fees
Booster does not charge an entry fee. Your financial adviser, with your agreement, may charge
you other fees for the services they provide to you. These fees may include an entry fee on each
investment amount. If you buy units in the Fund through an NZX Participant (such as a broker),
they may also charge you a fee for their services.
Withdrawal fee
To help manage withdrawal requests, Booster may charge a withdrawal fee on part or all of your
investment withdrawn from the Fund. The fee charged is based on the sum of all amounts you
have withdrawn from the Fund in the previous rolling 12 months. If you hold multiple accounts
for the same legal entity or with the same beneficial ownership, the withdrawal fee applicable
will be based on the TOTAL amount of withdrawals by the same legal entity/beneficial owner.
If you sell your units on the NZX Main Board you will not be charged a withdrawal fee.
Total amount withdrawn Fee payable
in the last rolling 12 months (for each tier)
$50,000 or less Nil
Between $50,000 and $100,000 1% of the amount above $50,000
Between $100,000 and $200,000 2% of the amount above $100,000
Between $200,000 and $300,000 3% of the amount above $200,000
Between $300,000 and $500,000 4% of the amount above $300,000
$500,000 or more 5% of the amount above $500,000
Other funds managed by Booster that invest in the Fund will not be charged a withdrawal fee.
Private Land and Property Fund4
2. How does this investment work?
The Fund has been established within the Booster
Investment Scheme 2 (Scheme), a managed investment
scheme that is registered under the Financial Markets
Conduct Act 2013.
Why invest
The key benefits of investing in the Fund include:
• Access to unlisted property investments.
Your money is combined with other investors’ money, to
give you access to a specialised investment portfolio of
unlisted New Zealand land and property investments.
This is achieved by investing in the Wholesale Portfolio
which holds the property investments directly.
Consistent with the Fund’s long- term approach, we
take an active interest in being a good steward of land
held by the Wholesale Portfolio, without compromising
its investment objective.
• Unlisted property investments have a different return
profile to listed investments
• Unlisted property is not usually subject to the same
rapid price changes as listed investments can be
due to changes in market sentiment.
• Unlisted property returns have a low correlation
with returns from other asset classes over the long
term, helping to reduce the overall volatility in
returns when combined with an existing investment
strategy. Agriculture and horticulture property also
provide diversification benefits when combined
with other traditional property investment types
such as commercial, industrial, retail, retirement
villages and residential.
• Ability to trade on-market
Units in the Fund can be bought and sold on the NZX
Main Board like shares in a company, provided there are
interested sellers and buyers. In addition to potentially
selling units on NZX, you can also apply to the Manager
to redeem.
• Combination of cash income and capital growth.
The Wholesale Portfolio receives regular rental income
from its leased property, and income from its contracts
to supply crops produced from land (which is passed
to the Fund by distribution), as well as offering the
potential for capital growth.
• An inflation hedge.
The income derived from underlying leased property
generally has an increase linked to inflation or above.
This means (all other things being equal) that both the
income and underlying asset value of property tends to
appreciate with inflation. This helps to preserve the real
value of your investment.
• Experience.
The investments are managed by experienced
professionals with support from industry specialists.
Further details of our experienced team can be found
in the ‘Other Material Information’ document on our
website www.booster.co.nz/plpf.
• Knowledge.
We keep you up to date about your investment with
regular reporting and you can easily access information
about your investment online.
• Financial advice.
You have access to a financial adviser who will be able
to help you with your investment decisions.
• Tax benefits.
Tax is paid by the Fund at the rate of 28%. Imputation
credits on distributions allow those New Zealand
resident individual or trustee investors (other than a unit
trust) on lower tax rates to apply surplus imputation
credits against other taxable income they may have.
Investors should also receive an indirect tax timing
benefit from the depreciation the Wholesale Portfolio
claims on its property.
How it works
Booster Investment Scheme 2 (Scheme) is a managed
investment scheme established as a trust governed by a
Trust Deed, which is an agreement between the Manager
(Booster) and the Supervisor (Public Trust) describing
how the Scheme works and our responsibilities. Booster
is responsible for managing the Scheme and the Fund
and Public Trust supervises us to make sure we meet
our responsibilities and obligations. Public Trust has also
appointed a custodian to hold the investments on behalf
of investors. This structure is designed to ensure that
your interests are always put first.
Section 1Key information summaryPage 2
Section 2How does this investment work?Page 4
Section 3Description of your investment optionsPage 7
Section 4What are the risks of investing?Page 8
Section 5What are the fees?Page 10
Section 6What taxes will you pay?Page 11
Section 7Who is involved?Page 11
Section 8How to complainPage 12
Section 9Where you can find more informationPage 12
Section 10How to applyPage 12
Table of contents
Private Land and Property Fund5
When you invest your money in the Fund, you receive
‘units’. ‘Units’ represent your share of the investments in the
Fund. The ‘unit price’ shows what your share is worth at any
time. If the Fund’s investment value goes up, your units will
be worth more. If the value goes down your units will be
worth less. The Fund’s unit prices are published on
Booster’s website at www.booster.co.nz/plpf.
The return on your investment comes from any distributions
made by the Fund and any change in the value of your units.
The Manager will aim to pay quarterly distributions
to investors of any net cash income received from the
Wholesale Portfolio (after allowing for any other expenses).
The amount you receive will depend on the distributable
income of the Fund, the number of units you hold in the
Fund on the Record Date of the distribution and the
amount per unit to be distributed by the Fund. The
distribution amount can be reinvested into the Fund
to purchase further units or paid to your designated
account (your custodial account or nominated bank
account if no custodial account). For further information
about reinvesting distributions, refer to the section titled
‘Distribution Reinvestment Plan (DRP)’.
Making investments
How do you invest?
You can invest in the Fund online by applying directly
to Booster at www.booster.co.nz/plpf, or through
your financial adviser, by completing and submitting an
application form. The application form is available by
contacting Booster, or from your financial adviser. Units are
issued by the Fund at its unit price.
Alternatively, you can buy units in the Fund on market at the
quoted price through an NZX Participant (such as a broker).
See www.nzx.com/services/market-participants for a list
of current NZX Participants. The quoted price on the NZX
Main Board may differ from the unit price provided by the
Fund and may be traded at a discount or premium to the
unit price, depending upon the availability of buyers and
sellers, their respective view of the underlying value of the
investments or their expected return from the Fund (refer
also to the Trading risk outlined on page 9).
In addition to the above, eligible investors can choose
to reinvest their distributions by participating in the
Distribution Reinvestment Plan (DRP). Refer to the
‘Distribution Reinvestment Plan (DRP)’ section for details.
Other funds managed by Booster (Booster Managed
Funds) also invest in the Fund, and are able to invest in
and withdraw from the Fund at any time (other than when
the Fund or Wholesale Portfolio has excess or insufficient
liquidity and has placed a restriction on all applications or
withdrawals).
The Booster Managed Funds may also trade in Fund units on
the NZX Main Board. For more information on how potential
conflicts of interest are managed see the ‘Other Material
Information’ document available at
www.booster.co.nz/plpf.
When can you invest?
Investing by applying directly to Booster or through your
financial adviser
While you can apply to invest in the Fund at any time, new
units in the Fund will generally only be issued to investors
(other than Booster Managed Funds) once a month, on the
first business day of each month. Booster Managed Funds
will be issued units in the Fund as and when applications
are received. Whilst units would generally be issued once
a month, the Manager reserves the discretion to issue units
intra-month to investors where the aggregate demand
exceeds 100,000 units.
Applications received up to 10:00am on the first business
day of the month will be processed on the first business
day of that month.
Any money received by Booster with an application to
invest in the Fund from an investor will be held in the
Fund’s application account until the new units are issued.
While the Fund will generally accept new investments
from investors once a month, as the Fund is invested in
an unlisted wholesale property fund, Booster reserves the
right to refuse to accept or to reduce an investor’s initial or
further investment application at its discretion. This may
include if the Fund or Wholesale Portfolio is carrying excess
liquidity and does not expect to have an opportunity to
invest application money in new investments within
60 days.
Buying units in the Fund on the NZX Main Board
(code PLP)
You can buy or sell units in the Fund on the market at any
time, provided there are interested sellers and buyers.
How much can you invest?
The minimum initial investment in the Fund is $1,000. While
you’re not required to make any further investments, you
can invest more directly with Booster at any time by making
additional investments (minimum $500), or buying units
on market.
While the maximum amount you invest is up to you, Booster
reserves the right to refuse to accept or reduce an investor’s
initial, further or existing investment in the Fund in order
to ensure that the Fund maintains its PIE eligibility status for
tax purposes. For more information, see the ‘Other Material
Information’ document available on our website at
www.booster.co.nz/plpf.
Booster may waive or vary the minimum investment
amounts at any time.
How do you pay?
If you are investing by applying directly to Booster or
through your financial adviser, you can make investments
by direct credit, direct debit or any other method
acceptable to Booster. Cash deposits will not be accepted.
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 reinvest their distributions 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 (Unit Registrar) (for NZX investors).
Further information on the DRP can be found in the ‘Other
Material Information’ document located at
www.booster.co.nz/plpf.
Selling your units on the NZX Main Board
Units in the Fund are quoted on the NZX Main Board, so
you can sell your investment through an NZX Participant
(such as a broker) or adviser if there are interested buyers.
Periodically, we can request (and require) investors whose
holdings are below the required minimum value to increase
their holdings, sell their units on the NZX, or redeem
their units directly with the Manager. We can also restrict
Private Land and Property Fund6
transfers where the transfer could result in the Fund losing
its PIE status.
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.
The information below at ‘Withdrawing your investments’
does not apply if you are selling your units on market.
Withdrawing your investments
This section does not apply to the sale of the units on
the NZX
How do you withdraw?
You can request a withdrawal from the Fund, by contacting
us or by completing the appropriate withdrawal form
available by contacting Booster, or through your financial
adviser.
Units are redeemed at the Fund’s unit price.
When can you withdraw?
You can apply to withdraw from the Fund at any time.
Withdrawals from the Fund (other than Booster Managed
Funds) will only be processed on the first business day of
the month. Withdrawal requests from Booster Managed
Funds will be processed as and when they are received.
Withdrawal requests that have been made to and accepted
by Booster will normally be processed within five business
days of the first business day of the month, but could
take longer, depending on available liquidity to pay the
requested withdrawals.
Withdrawal requests received up to 10:00am on the first
business day of the month will be processed on the first
business day of that month.
Because the Fund invests in the Wholesale Portfolio, whose
investments by nature have relatively long sale timeframes,
there are some circumstances where we may delay or
suspend the payment of withdrawals (including for Booster
Managed Funds) if we believe that making payments is not
practicable or in the best interests of all investors in the
Fund. This includes where we consider that the redemption
price cannot be calculated in a fair manner, or there is
insufficient access to liquidity in the Fund (which excludes
any income in the Fund yet to be distributed to investors) to
satisfy a withdrawal request. To mitigate this risk, the Fund
and Wholesale Portfolio are managed to provide various
sources of limited liquidity for withdrawals. See Section 4
– What are the risks of investing? for further details.
How much can you withdraw?
The minimum withdrawal amount is $500.
Booster may charge a withdrawal fee for making a
withdrawal of more than $50,000 from the Fund. See
Section 5 – What are the fees? for more information.
You’ll need to maintain the minimum on-going balance of
$1,000 in the Fund after any withdrawal. If your withdrawal
request takes you below this amount, you will need to either
top up your investment back to the minimum balance,
or withdraw fully from the Fund. If your balance falls below
the minimum balance, Booster reserves the right to pay the
balance of your investment less any tax and fees to your
designated account (your custodial account or nominated
bank account if no custodial account), and your investment
in the Fund will end.
Booster may waive or vary the minimum withdrawal
amounts and the minimum on-going balance amount
at any time.
Private Land and Property Fund7
Private Land and Property Fund
Investment objective and strategy
• The Fund’s investment objective is to provide investors with a
complementary and enhanced risk / return outcome compared
to traditional listed property investments.
• It aims to generate average annual long-term returns of about 6.5% p.a
(before tax and after all fees, charges and costs) over rolling 7 year
periods from a combination of income and capital gain as properties
reach full productive capability.
• Changes in the valuation of properties due to general property market
movements will also impact the return of the Fund but such returns are not
the primary objective of the Fund.
• The Fund aims to obtain an investment exposure primarily in a specialised
portfolio of directly held, unlisted agricultural and horticultural land and
property investments in New Zealand, which may be supplemented with
investments in industrial, commercial and retail properties.
• The Fund obtains its property exposure by buying units in the
Wholesale Portfolio.
• The Wholesale Portfolio, in which the Fund invests, may borrow to invest
in more property or to develop property already held. The level of gearing
can vary between 0-65% of the Wholesale Portfolio’s asset value.
• The level of diversification of the Wholesale Portfolio’s property
investments is expected to broaden over time, but currently has a
concentration of property in the wine industry across multiple regions
of New Zealand.
• To support its investment objective, the Wholesale Portfolio may enter
into transactions with other funds or parties that are either managed or
associated with Booster (such as leases to companies). Details of any
borrowings, related party transactions and a current list of property
holdings can be found in the ‘Other Material Information’ document on
www.booster.co.nz/plpf.
Target investment mix
Risk indicator5
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4 A small proportion of cash for liquidity purposes may be held as the liquidity needs of investors are assessed over time.
5 Because the Fund was established in January 2019, the risk indicator has been calculated using actual returns of the Wholesale Portfolio (which has been in
existence for longer than the Fund) for the period of 1 July 2017 to 31 January 2019; and actual Fund returns for the remaining period to 30 June 2022. As a
result, the risk indicator may provide a less reliable indication of the potential future volatility of the Fund.
3. Description of your investment options
100% Unlisted property4
Minimum suggested investment timeframe
4 years
This Fund may not be suitable for all investors due to the
risks of volatility of returns, gearing and concentration of
investments. If you are unsure, you should seek advice
from a financial adviser.
Potentially lower returns Potentially higher returns
Higher risk
Lower risk
Growth assets 100% | Income assets 0%
Statement of Investment Policy and Objectives (SIPO)
If you would like to learn more about the Fund, you can read the SIPO. The most current SIPO for the Fund can be found on
our website www.booster.co.nz/plpf.
We may change the SIPO from time to time without notifying you. We will consult with the Supervisor and give them
written notice of any changes before they take effect. Any material changes will be advised in the Booster Investment
Scheme 2 annual report.
Further information about the assets in the Fund can be found in the fund updates at www.booster.co.nz.
Details of the property held by the Wholesale Portfolio can be found in the ‘Other Material Information’ document on our
website www.booster.co.nz/plpf.
Private Land and Property Fund8
of diversification if, and when, that is done. Current
holdings can be found in the ‘Other Material Information’
document at www.booster.co.nz/plpf.
• Distribution risk. This is the risk that the Wholesale
Portfolio does not pay distributions to the Fund and
therefore the Fund is not able to pay a distribution
to its investors, or that the level of distributable income
varies from time to time due for example to fluctuations
in crop yields or the market value of crops, to the extent
the fund’s income is linked to crop production.
• Manager risk. This is the risk that the Fund
underperforms because of the way we manage
the Fund’s or the Wholesale Portfolio’s investments.
• Revaluation timing risk. This risk applies to the value
of units reflected in the Fund’s unit price issued by
Booster. This is the risk that the value of the property
may increase or decrease markedly following periodic
valuation updates due to a lack of continuous
assessment of value by an active/listed market.
This may mean the price of your units does not always
fully reflect an independent market assessment of the
value of the property on any given day and so, if you
withdraw your investment, you may receive more or less
than if the property had been independently valued just
prior to that withdrawal.
To partly mitigate this risk, Booster will review the
valuation of property on at least a quarterly basis, and,
as far as practicable, the timing of the independent
review of property values will be spread across the
financial year.
Other specific risks
There are other factors, not already reflected in the risk
indicator that may significantly impact returns for investors.
• Climatic/environmental risk. This is the risk that
the annual return from the property or the value
of the property is adversely affected by climatic or
environmental events, such as drought, frost, hail,
excessive rainfall/humidity, storms or earthquakes.
Climate and environmental conditions cause crop
harvest volumes to vary from year to year.
Extreme weather events that have a material impact
on crop yields are anticipated to occur every few years,
whilst events such as earthquakes that materially impact
the land are expected to be rare. The magnitude of a
climatic or environmental event can range from
a small reduction in harvest volumes to an extreme event
destroying the full crop for the year, through to
a catastrophic event that permanently impairs the value
of the land or reduces the productive area of the land.
The climatic risks are mitigated as far as practical
by adoption of standard industry practices such
as securing sources of irrigation water, installation
of frost management, and proactive management of
the plants in response to weather forecast information.
The key mitigation benefit to investors is the
geographical diversification by owning land across
multiple locations across multiple regions which reduces
the impact of any one event.
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Understanding the risk indicator
Managed funds in New Zealand must have a standard risk
indicator. The risk indicator is designed to help investors
understand the uncertainties both for loss and growth that
may affect their investment. You can compare funds using
the risk indicator.
4. What are the risks of investing?
The risk indicator for the Fund covered in this Product
Disclosure Statement can be found on page 2.
The risk indicator is rated from 1 (low) to 7 (high). The rating
reflects how much the value of the Fund’s assets goes up
and down (volatility). A higher risk generally means higher
potential returns over time, but more ups and downs along
the way.
To help you clarify your own attitude to risk, you can seek
financial advice or work out your risk profile at
www.booster.co.nz/booster-investments/investment-
documents.
Note that even the lowest category does not mean a risk-
free investment, and there are other risks (described under
the heading “Other specific risks”) that are not captured by
this rating.
This risk indicator is not a guarantee of a Fund’s future
performance. The risk indicator is based on the returns data
for the five years to 30 June 2022. While risk indicators are
usually relatively stable, they do shift from time to time.
You can see the most recent risk indicator in the latest
fund update for the Fund. Fund updates are published each
quarter on www.booster.co.nz.
We believe that the period of returns used to calculate
the risk ratings may not be representative of the average
investment cycle for the Fund and therefore the risk
indicator shown may be different if calculated over longer
term investment periods.
General investment risks
Some of the things that may cause the Fund’s value to
move up and down, which affect the risk indicator, are:
• Market risk. This is the risk that the Fund experiences
losses due to factors that may adversely impact the
overall performance of financial markets and the
properties of the Wholesale Portfolio in which the Fund
invests, which in turn affects the amount or frequency
of distributions. These factors include, but are not
limited to, economic and regulatory conditions, political
events, environmental and technological issues.
• Concentration risk. This is the risk that the value of
the Fund’s investments falls more than the market as
a whole due to the Wholesale Portfolio’s investments
being concentrated in the property sector, or a
particular part of that sector (e.g. the wine sector),
and having exposure to a relatively small number
of property investments and counterparties which
reduces the level of diversification.
Booster intends the Wholesale Portfolio to acquire,
over time, investments across other industries and
with more counterparties which will broaden the level
Potentially lower returns
Potentially higher returns
Higher risk
Lower risk
Private Land and Property Fund9
• Property related risks. This is the risk that property
specific factors (other than the climatic/environmental
risks described above) may have a material impact
on both the valuation of the Wholesale Portfolio’s
investments and the income from those investments
for distribution to investors. These factors may include
the quality of the property, their geographical location,
changes to current and expected future income from
the property, uncertainty of outcome of development
projects, unforeseen capital or repairs and maintenance
expenditure, inadequate insurance or the occurrence
of uninsurable events (for example, standard industry
practice is to not insure the loss of bearer plants due
to the cost of insurance being prohibitively expensive),
reliance on key persons in managing the investments
(particularly where land is used for crop production),
disease, or drop in demand for the crop, quality and
financial standing of tenants or contracted service
providers, and material changes to the supply and
demand in land and property markets.
While each of these individual risks has a low risk of
occurrence, they may have a significant impact on
the income from an individual property or its value.
We manage these risks through active management
of the land and properties held by the Wholesale
Portfolio, and importantly by increasing the level of
diversification of the investments held by the Wholesale
Portfolio.
• Liquidity and withdrawal risk. This risk applies in
relation to withdrawing units through Booster. Unlisted
property investments by nature have relatively long
sale timeframes. As a result, there is a risk that the
Wholesale Portfolio may be unable to sell a property at
the desired time to fully meet an investor’s withdrawal
request or that property may need to be sold at a lower
value than its assessed market value in order to meet
withdrawal requests.
Booster seeks to ensure the Fund and Wholesale
Portfolio are managed to provide liquidity for
withdrawals, though liquidity is likely to be limited and
may not fully mitigate this risk. Sources of liquidity may
include holding a proportion of the Fund or Wholesale
Portfolio’s assets in cash or access to an undrawn
portion of a borrowing facility in the Wholesale
Portfolio (though this facility is primarily available to
implement the gearing strategy, not to provide liquidity
to investors). We also apply a withdrawal fee that
moderates demand for withdrawals.
In addition, the Wholesale Portfolio may hold separable
property titles in an area that the Manager believes
could be readily sold to meet liquidity requirements
if necessary, without compromising the investment
objectives of the Wholesale Portfolio.
Gearing and interest rate risk. This is the risk that
while borrowing by the Wholesale Portfolio may
enhance the potential for increases in returns, adverse
market conditions such as rising interest rates,
economic downturns/reduction in property values, a
reduction in availability of credit/refinance of existing
loans on similar terms and conditions may lead to a
reduction in the net income of the Wholesale Portfolio,
and these circumstances may also give rise to a breach
of borrowing covenants, or affect the Wholesale
Portfolio’s ability to meet principal and/or interest
payments, or may lead to a forced sale of property in
the event the loan must be repaid.
Booster applies a borrowing limit to the Wholesale
Portfolio of no more than 65% of its asset value. We
aim to limit the amount of borrowing so that total
net borrowing costs do not exceed net cash returns.
Booster also monitors the interest rate and considers
fixing the interest rate for a defined period where
appropriate.
For more information on gearing and the Wholesale
Portfolio see the ‘Other Material Information’ and the
SIPO documents available on our website at
www.booster.co.nz/plpf.
• Trading risk. For those wishing to buy or sell units
directly on the NZX, there is a risk that you may be
unable to find a buyer or seller, or that the quoted price
for your units is higher or lower than the unit price.
This is particularly the case when the Fund is generally
open for the issue and redemption of units on a monthly
basis via the Manager, meaning there may be a reduced
number of buyers or sellers on the NZX.
In addition, there is a risk that, in certain circumstances,
trading of the Fund’s units may be suspended, or the
Fund’s units removed from quotation on the NZX.
Suspension or removal may occur where the Manager
has failed to fully comply with the NZX rules, which the
Manager considers to be unlikely given the governance
and compliance framework in place to ensure its NZX
obligations are met.
Private Land and Property Fund10
Individual action fees
Contribution fee
Booster does not charge an entry fee.
Your financial adviser, with your agreement, may charge
you other fees for the services they provide to you. These
fees may include an entry fee on each investment amount.
If an entry fee is charged, it will be deducted from each
investment amount before your money is invested in the
Fund and paid to your financial adviser.
If you buy units in the Fund through an NZX Participant
(such as a broker), they may also charge you a fee.
Withdrawal fee
Booster may charge a withdrawal fee on part or all of your
investment withdrawn from the Fund. The fee charged
is based on the sum of all amounts you have withdrawn
from the Fund in the previous rolling 12 months. If you hold
multiple accounts, in the same legal entity or with the same
legal ownership, the withdrawal fee applicable will be
based on the TOTAL amount of withdrawals by the same
legal entity/beneficial owner.
This fee is deducted from the withdrawal amount and paid
to the Fund.
The Booster Managed Funds that invest in the Fund will not
be charged a withdrawal fee.
You will be charged fees for investing in the Fund. Fees
are deducted from your investment and will reduce your
returns.
If Booster invests in other funds, those funds may charge
fees. The fees you pay will be charged in two ways:
• regular charges (for example, annual fund charges).
Small differences in these fees can have a big impact on
your investment over the long term;
• one-off fees (for example, the withdrawal fee).
5. What are the fees?
Annual fund charges
Fee typeAmount (%)
Management fee
Other management and
administration charges:
In fund costs (estimate)
Property operating expenses (estimate)
1.00%
0.10%
0.09%
Total annual fund charge (estimate) 1.19%
The total annual fund charges are all fees and costs charged
by any person in respect of the Fund other than one-off fees
relating to individual actions (such as the withdrawal fee).
These include:
A management fee. This fee, payable to Booster, covers
the costs of managing and administering the Fund, which
include administration, accounting and custodian fees,
and ongoing marketing expenses. It is calculated daily as
a percentage of the net asset value of the Fund and paid
monthly. This fee also covers the management fees of any
fund in which the Fund may invest other than performance-
based fees, of which there are currently none.
Other management and administration charges.
In Fund Costs. These charges are capped at 0.10% per year
(but may be less in the future) and include the Supervisor’s
fee and an estimate for other costs, disbursements, charges
or expenses incurred directly or indirectly by Booster and
the Supervisor (such as audit fees and legal fees). They are
calculated daily as a percentage of the net asset value of
the Fund and paid monthly. These charges are not payable
to Booster.
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 property operating expenses are
estimated as a percentage of net assets of the Fund.
Note that the objective of an average annual long-term
return from the Fund of 6.5% p.a. over rolling 7 year periods
is after all fees, charges, and costs (including interest and
borrowing costs).
Example of how fees apply to an investor
Alex invests $10,000 in the Private Land and Property Fund.
Alex is not charged an establishment fee or a contribution
fee. This means that the starting value of Alex’s investment
is $10,000.
Alex is charged management fees of $100 and incurs
administration and property operating expenses of about
$19, which work out to a total of about $119 (1.19% of
$10,000). These fees might be more or less if Alex’s account
balance has increased or decreased over the year.
Estimated total expenses for the first year
Individual action fees: $0 (other than any financial adviser
fees or NZX Participant fees that may be payable by Alex)
Fund charges: $119
See the latest fund update for an example of the actual
returns and fees investors were charged over the past year.
Total amount withdrawn
in the last rolling
12 months
Fee payable
(for each tier)
$50,000 or less
Between
$50,000 and $100,000
Between
$100,000 and $200,000
Between
$200,000 and $300,000
Between
$300,000 and $500,000
$500,000 or more
Nil
1% of the amount >$50,000
2% of the amount >$100,000
3% of the amount >$200,000
4% of the amount >$300,000
5% of the amount >$500,000
Private Land and Property Fund11
The Fund is a Listed PIE. The amount of tax that the Fund
pays is calculated at the rate of 28% on its taxable income.
The Fund intends to pay a distribution on a quarterly basis,
which will include imputation credits to the extent it has
paid tax. If you are a New Zealand resident individual or
trustee investor (other than a unit trust) and your marginal
tax rate is less than 28%, you can choose to include the
fully imputed distribution in your tax return, and apply the
surplus tax credits against other income on which you are
required to pay tax.
About Booster
Booster Investment Management Limited (Booster)
is the manager of the Fund.
We are 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.
You can contact us at:
Booster Investment Management Limited
Level 19, Aon Centre, 1 Willis Street
PO Box 11872, Manners Street Wellington 6142
Phone: 0800 336 338
Email: investments@booster.co.nz
Who else is involved?
6. What taxes will you pay?
7. Who is involved?
NameRole
SupervisorPublic TrustSupervises us to make sure
we meet our responsibilities
and obligations.
CustodianPT (Booster
Investments)
Nominees
Limited
Appointed by the Supervisor
to hold the assets of the
Fund on behalf of the
investors. The Custodian is a
wholly owned subsidiary of
the Supervisor.
Unit
Registrar
Link Market
Services Limited
Provides registry services.
That portion of a distribution that does not have imputation
credits attached (referred to as excluded income) is not
taxable to a New Zealand resident investor.
For further information about tax, or if you are investing
in the Fund as a joint investor, company, trust, or estate,
see the ‘Other Material Information’ document available
on our website www.booster.co.nz/plpf.
If you sell your units on the NZX Main Board you will not
be charged a withdrawal fee (though a service fee may
be charged by your broker).
There are currently no establishment, contribution,
or termination fees (other than the withdrawal fee)
charged by Booster.
Goods and services tax (GST) is not included in any of the
fees stated. GST will be added to any fees where applicable
(which for the management fee for example, based on our
understanding of the rules, results in a further 1.5% added,
meaning a fee of $100 (excluding GST) would be $101.50
(including GST).
The fees can be changed
Any new fees or changes to existing fees is subject to the
Trust Deed. We will consult and agree any fee change
with the Supervisor and provide one month’s notice of any
increase in the management fee to all investors in the Fund.
Booster must publish a fund update for the Fund showing
the fees actually charged during the most recent year.
Fund updates, including past updates, are available at
www.booster.co.nz.
Other costs and expenses
The Fund returns may also be impacted by interest and
borrowing costs related to gearing undertaken by the
Wholesale Portfolio.
These are the interest costs and any fees associated with
the implementation or amendment of borrowing facilities.
Gearing is an effective and common method of increasing
the returns earned on property investment, subject to
the risks described in Section 4 – What are the risks of
investing?
The interest and borrowing costs are estimated to be 3.72%
of the net assets of the Fund assuming a gearing ratio
of 40% is reached. See the ‘Other Material Information’
document located at www.booster.co.nz/plpf for further
details of the gearing of the Fund and any loan facility
agreements in place at a certain point in time, and other
relevant assumptions.
These expenses are not considered to be Fund charges (as
outlined above) but are disclosed here to provide investors
an understanding of the nature and amount of the expenses
that the Fund (or Wholesale Portfolio) incurs.
Private Land and Property Fund12
More information about the Fund, including fund updates, financial statements, annual reports, the Trust Deed, SIPO, and
other material information is available on the Scheme register and offer register at
www.disclose-register.companiesoffice.govt.nz and copies can be requested from the Registrar of Financial Service
Providers.
You can also get this and other information about your investment, free of charge, from your financial adviser, by visiting
www.booster.co.nz or by asking us (see Section 7 for contact details).
As the Fund is quoted on the NZX, it is subject to the NZX Listing Rules. Under those listing rules, the Fund is required to
disclose certain information including fund updates, annual reports, and material information. You will be able to obtain this
information free of charge by searching under the Fund’s ticker code ‘PLP’ on www.nzx.com.
9. Where you can find more information
10. How to apply
To invest in the Fund, you can either:
1. apply directly to Booster at www.booster.co.nz/plpf; or
2. apply via a financial adviser; or
3. you can also buy units in the Fund through an NZX Participant (such as a broker).
See www.nzx.com/services/market-participants for a list of current NZX Participants.
If you apply directly to Booster or via a financial adviser, you will need to enter into a Client Custody Agreement for the
Booster Wrap Administration System. To apply direct or if you would like to get in touch with a financial adviser who uses
the System, call us on 0800 336 338.
Any complaints about the Fund can be made to us
(in the first instance), or the Supervisor, at the contact
details below:
Manager
Booster Investment Management Limited
Attn Chief Operating Officer
Level 19, Aon Centre, 1 Willis Street
PO Box 11872, Manners Street
Wellington 6142
Phone: 0800 336 338
Email: investments@booster.co.nz
Supervisor
Public Trust
Attn General Manager, Corporate Trustee Services
Level 8, Public Trust Building,
22-28 Willeston St
Wellington 6011
Private Bag 5902 Wellington 6140
Phone: 0800 371 471
Email: CTS.Enquiry@PublicTrust.co.nz
If your complaint can’t be resolved, you can refer it to
one of the following approved dispute resolution schemes.
They won’t charge you a fee to investigate or resolve your
complaint.
Booster’s approved dispute resolution scheme
Financial Dispute Resolution
Level 4, 142 Lambton Quay
Freepost 231075
PO Box 2272
Wellington 6140
Phone: 0508 337 337
Email: enquiries@fdrs.org.nz
Web: www.fdrs.org.nz
Public Trust’s approved dispute resolution scheme
Financial Services Complaints Limited
Level 4, 101 Lambton Quay
PO Box 5967
Wellington 6145
Phone: 0800 347 257
Email: complaints@fscl.org.nz
Web: www.fscl.org.nz
8. How to complain
We’re here to help.
To find out more about the Fund or
Booster Investment Scheme 2 talk
to your financial adviser, call us on
0800 336 338 or visit our website.
Booster Investment Management
Limited, PO Box 11872, Manners Street,
Wellington 6142, New Zealand
booster.co.nz
---
1PLPF Other Material Information
Private Land
and Property
Fund
Other Material Information
13 September 2022
Of the Booster Investment Scheme 2
2PLPF Other Material Information
Contents
Section 1 Introduction ............................................................................................3
Section 2 Summary - Private Land and Property Fund ..........................................3
2.1 Investment Structure
2.2 Key Financial Ratios
2.3 Further Information
Section 3 Information on the Private Land and Property Fund ..............................6
3.1 Investing in the Fund
3.2 Risk Indicator
3.3 Interest in the Fund
3.4 Calculation of Fund value and unit value
3.5 Income Distributions
Section 4 Information on the Wholesale Portfolio ............................................... 10
4.1 Property Investments of the Fund
4.2 Property Development Projects
4.3 Borrowing
4.4 Basis of Estimates for costs
Section 5 Guarantees ........................................................................................... 19
Section 6 Taxation ................................................................................................ 19
6.1 Portfolio Investment Entity (PIE) Tax
6.2 Tax Reporting
Section 7 Information about the Scheme ............................................................ 21
7.1 Suspension
7.2 Amendment to the Trust Deed
7.3 Winding up a Fund and the Scheme
7.4 Market Indices
Section 8 Who is involved with the Scheme ........................................................ 22
Section 9 Conflicts of interest ............................................................................. 25
9.1 Related Party Transactions
Section 10 Other Material Contracts ..................................................................... 28
3PLPF Other Material Information
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 to view
click here.
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 here.
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 on the next page 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.
4PLPF Other Material Information
Select financial information as at 31 August 2022
The Fund
Wholesale Portfolio
Total Assets (millions)Value
Units in the Private Land and Property Portfolio$117.0
Cash$0.4
Total Assets$117.4
Total Liabilities (millions)
Liabilities$0.0
Total Liabilities$0.0
Net asset value$117.4m
Total Assets (millions)
Property Assets
Location / RegionProperty TypeProperty Value
Awatere Valley, MarlboroughVineyard properties$22.9
Hope, Nelson RegionVineyard properties$19.0
Hawke’s BayWinery building$3.0
Hawke’s BayVineyard property$5.8
Mahana, Nelson region
Winery building &
Vineyard property
$4.1
Kerikeri, NorthlandKiwifruit orchard property$22.7
Waimea, Nelson regionWaimea West Hops Ltd$8.6
SouthlandDairy farmland$32.8
Bay of Plenty & the Far NorthAvocado orchards$17.7
Total property assets$136.6
Other Assets
Cash / Income$1.3
Accrued expenses$0.1
Total Assets$138.0
Total Liabilities (millions)
LiabilityValue
Borrowings with BNZ$21.0
Other liabilities (incl Property Operating Costs)$0.0
Total liabilities$21.0
Net asset value $117.0
The financial information included in
the diagram is as at 31 August 2022
and will change from time to time.
Investors hold units in the Fund
(direct with Booster or via NZX)
Booster Investment Scheme 2 -
Private Land and Property Fund
the “Fund”
Booster Investment Scheme
- Private Land and Property
Portfolio the “Wholesale Portfolio”
The Fund invests into the
Wholesale Portfolio (the Fund
owns 100% of the Wholesale
Portfolio units)
5PLPF Other Material Information
2.2. Key Financial Ratios at 31 March 2022
Key financial ratios of the Wholesale Portfolio, based on the audited financial statements for the year ending
31 March 2022 (note the borrowing situation of the Wholesale Portfolio has changed since 31 March 2022):
• Gearing ratio – Not applicable as there was no borrowing as of 31 March 2022.
This ratio shows the level of borrowing the Wholesale Portfolio has undertaken as a percentage of total
assets.
See ‘section 4.3 - Borrowing’ for details of the loan to value ratio (a financial covenant for the borrowing
facility in place as at the date of this document) as at 31 August 2022. The loan to value ratio differs in some
regards to the gearing ratio (for example instead of using ‘total assets’ it uses ‘secured land’). See also the
most recent fund update.
• Annual Interest cover ratio – 3.89x
This ratio shows how many times earnings would be able to pay the interest debt incurred on borrowings.
It is calculated as follows:
EBITDA is the net profit before tax plus interest, depreciation, and amortisation.
The year to 31 March 2022 included periods where the Wholesale Portfolio did not have any borrowing so
the ratio quoted above should not be taken as an indication of the future ratio. The loan facility agreement
with BNZ outlined in ‘section 10 – other material contracts’ includes an interest cover financial covenant that
is measured differently. See ‘section 4.3 - Borrowing’ for further details.
• Interest costs percentage – 0.63%
This shows the amount of interest as a proportion of net assets.
The year to 31 March 2022 included periods where the Wholesale Portfolio did not have any borrowing so
the ratio quoted above should not be taken as an indication of the future ratio.
• Property operating expenses – 0.12%
This ratio shows the costs incurred to operate and maintain the properties as a percentage of net assets.
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
Interest cover ratio =
(EBITDA − unrealised gains) + unrealised losses
interest expense
6PLPF Other Material Information
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, by clicking here; 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. Click here for a list of current NZX Participants.
You can view the Fund’s NZX page here, including all announcements made on the NZX.
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.
As the Fund has not been offered for a full period of five years, five years of returns data is not available.
However, the Wholesale Portfolio has been in existence for over five years. The risk indicator has therefore been
calculated using a mix of actual Fund returns, and where these are not available, Wholesale Portfolio returns.
As a result, the risk indicator may provide a less reliable indication of the potential future volatility of the Fund.
Booster considers that this is appropriate and necessary as:
• Booster considers that the historic returns of the Wholesale Portfolio are a good indication of what the
historic returns (and therefore volatility) of the Fund would have been had it been in existence; and
• no appropriate market securities index consistent with Clause 61 of Schedule 4 of the Financial Markets
Conduct Regulations 2014 has been identified to base part or all of the risk indicator calculation off; and
7PLPF Other Material Information
• calculating the risk indicator based off less than five years return data may not meet the required relevant
standard under the legislation.
If you would like more information on the risk indicators for the Fund and of the methodology used, please
contact us on 0800 336 338.
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.
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. 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.
8PLPF Other Material Information
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, here.
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.
• 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.
3.6. Basis of Estimates for Fees and Costs
The total annual fund charges disclosed in the Private Land and Property Fund PDS are based on the charges
associated with investing in the Fund. These charges include the management fee and, where applicable, an
estimate for other management and administration charges. These charges, if applicable, are reflected in the
unit price of the relevant fund. Refer to section 5, “What are the fees?” of the PDS for additional details of how
fees are charged.
Other Management and administration charges
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 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 financial year ending 31 March 2023 for existing property.
9PLPF Other Material Information
• Reasonable estimates made for costs such as valuations based on current or past costs and other property
related costs and associated professional fees.
• The actual expenses charged for the most recently completed Scheme year have been taken into account in
deriving the reasonable estimates.
Note the actual costs may differ from estimated costs, including if additional properties are purchased.
As stated in section 5 “What are the fees?” of the PDS the ongoing Property Operating Costs that the Fund will
incur is estimated to be 0.09%. The basis of this estimate is outlined above.
Other costs and expenses
The Fund returns may also be impacted by interest and borrowing costs related to gearing undertaken by
the Wholesale Portfolio. These are the interest costs and any fees associated with the implementation or
amendment of borrowing facilities. These expenses are not considered to be Fund charges (as outlined above),
but an example illustration of these costs being an estimate based on certain assumptions is disclosed in
the PDS to provide investors an understanding of the nature and amount of the expenses that the Fund (or
Wholesale Portfolio) incurs.
As stated in section 5 “What are the fees” of the PDS the interest and borrowing costs are estimated to be 3.72%
of the net assets of the Fund. This assumes that:
• A gearing ratio of 40% is in place.
• An interest rate of 5.58% is charged, being the interest rate that would be charged under the Loan Facility
Agreement summarised in Section 10 - Other Material Contracts if that interest rate was reset on
22 August 2022.
• No non utilisation fee is charged.
10PLPF Other Material Information
4. Information on the Wholesale Portfolio
The Private Land and Property Portfolio (Wholesale 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 Wholesale Portfolio
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.
Property Details
Total Property Value
1
$8,831,000
Land Value
1
$5,810,000
Planted Land Area
35.9 canopy hectares of the
total 45.42 hectares
Basis of Property ReturnFixed Price Lease
Lessee
2
Booster Wine Group
Limited Partnership
Lease term expiry dateSeptember 2038
Last independent valuationMarch 2022
Other Property Value
1
$3,021,000
Nature of Other PropertyWinery building
Basis of Property ReturnFixed Price Lease
Lessee
2
Booster Wine Group Limited
Partnership
Lease term expiry dateSeptember 2038
Last independent valuationMarch 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.
Winery Building and Vineyard Property in Hawke’s Bay
11PLPF Other Material Information
Property Details
Property Value
1
$18,975,000
Planted Land Area
102.6 canopy hectares of the
total 116.8 hectares
Basis of Property ReturnFixed price lease
Primary customers
2
Waimea Estates
(Nelson) Limited
Lease term expiry dateJuly 2037
Last independent valuationMarch 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 the 416 Main Road East Hope
vineyard 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.
The vineyard at Lansdowne Rd is planned to be
replanted shortly due to vine health and age, and will
be optimised and planted with in- demand varieties
of grapes. As a result of this, the lease on this
vineyard only is planned to be extended to 2051.
Vineyard Properties in Hope in the Nelson region
Property Details
Property Value
1
$22,673,000
Planted Land Area
31.1 canopy hectares of the
total 50.41 hectares
Basis of Property ReturnFixed price lease
Lessee
2
Seeka Limited
Lease term expiry dateSeptember 2034
Last independent valuationMarch 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.
Orchard property in Kerikeri
12PLPF Other Material Information
Property Details
Property Value
1
$4,058,000
Planted Land Area
21.2 canopy hectares of the
total 34.5 hectares
Basis of Property ReturnFixed price lease
Primary customers
2
Waimea Estates
(Nelson) Limited
Lease term expiry date
January 2039
(excluding any
unexercised right of renewal)
Last independent valuationFebruary 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.
Winery Building and Vineyard Property in Mahana in the Nelson region
Orchard Properties in the Bay of Plenty and the Far North
Property Details
Property Value
1
$17,681,000
Planted Land Area
46.8 canopy hectares of the
total 80.5 hectares
Basis of Property ReturnFixed price lease
LesseeDarling Group Holdings Ltd
Lease term expiry date
July 2037
(excluding any
unexercised right of renewal)
Last independent valuationJune 2022 / April 2022
Notes on the Property
Made up of four separate orchards, spread across
the Far North, Bay of Plenty and Gisborne these
consist of 46.8 hectares of planted land which
includes, 38.8 hectares of developed and developing
avocados, 65.27 hectares of citrus and 1.7 hectares
of kiwifruit. All four orchards are under a single lease
arrangement.
Approximately 50% of the avocados are fully
matured and the remainder are expected to reach
full maturity over the next 5 years. Both the kiwifruit
and citrus have already reached full maturity. The
lease has concessionary rates over the first 4 years as
the orchards mature.
Significant investments have been made into
the avocado orchards to upgrade to a precision
fertigation system, undertake heavy pruning and
replace older unproductive trees.
13PLPF Other Material Information
Property Details
Property Value
1
$22,924,000
Planted Land Area
111.3 canopy hectares of the
total 195.8 hectares
Basis of Property ReturnSale of grapes
Primary customers
2
Awatere River Wines Limited
Partnership
Agreement contract
expiry date
May 2030
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.
Vineyard Properties in Awatere Valley, Marlborough
Dairy Farmlands in Southland
Property Details
Property Value
1
$32,752,000
Planted Land Area
1,014 hectares of the total
1,213 hectares
Basis of Property ReturnFixed price lease
LesseeCanterbury Grassland Ltd
Original term expiry date
August 2037
(excluding any
unexercised right of renewal)
Last independent valuationJuly 2022 / June 2022
Notes on the Property
The properties consist of three separate dairy farms
in Southland, two adjacent properties in Mossburn
which are cover 802 hectares with approximately
735 hectares of pasture land and one on the coast
in Pahia with approximately 411 hectares with 280
hectares of pastureland and 70 hectares of support
land.
The Mossburn properties have rotary bail cowsheds
and six residential workers’ dwellings, along with
other improvements expected and required for dairy
farms.
The Pahia property has three residential workers’
dwellings as well as an office building. The milking
shed is a 50 bail rotary built in c. 2010.
14PLPF Other Material Information
Investment Details
Wholesale Portfolio’s share
of WWHL value
1
$8,629,000
Planted Land Area
owned by WWHL
38 canopy hectares of a total
62.5 plantable hectares
Basis of Property ReturnSale of hops
Primary customersNew Zealand Hops Limited
Weighted average
contract term
3
1-2 years
Last independent
valuation
February 2021
Debt ratio as of WWHL
30 June 2022
4
32%
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 Nelson Sauvin and the
newly planted Nectaron.
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 WWHL which owns
the land and processes the hops. The Wholesale
Portfolio’s shareholding in WWHL as at 31 August
2022 was 50%
Hops investment in Waimea, Nelson – shareholding in Waimea West Hops Limited (WWHL)
15PLPF Other Material Information
Notes on the Property investments
1. The value of the Property is at 31 August 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 hop plants as they reach
maturity and any dividends received.
• For the orchards in the Bay of Plenty and Far North, 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 avocado trees as they reach maturity.
• For the Southland dairy land and buildings, the Manager’s valuation is derived from the latest
independent valuations.
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 owns shares in 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 of Waimea West Hops Limited and 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.
16PLPF Other Material Information
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 change 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 increased daily based on the internal rate of
return calculated at the outset of the development project based on input from external valuers. 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.
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 change 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 based on input from external valuers, 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 from the most recent independent
valuation (excluding any general market driven change 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.
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 based on input from external valuers.
17PLPF Other Material Information
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.
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 based on input from external valuers.
Bay of Plenty and Far North Avocado Orchards
The four orchards, Ngataki Orchard & Hukatere Orchard in the Far North, Uretata Orchard in Bay of Plenty
and Amber Grove in Gisborne were originally purchased for $17.5 million with approximately 50% of the blocks
planted with young avocado trees which have not yet reached full maturity. The young avocados were planted
between 2017 and 2020 with the most recent plantings expected to reach full maturity by 2027. Based on the
assessment of external valuers the as mature value of the orchards is expected to be $19.5 million.
For unit pricing purposes the four orchards have been treated collectively as they all sit under a single lease
arrangement. The unit price is based on the internal rate of return calculated at the time of purchase of the
orchards based on input from external valuers with the development gains on the orchard recognised as each
planting reach full maturity.
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 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 Portfolio
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.
As at the date of this document, a summary of the loans in place are as follows:
FacilityFacility LimitDrawn downInterest RateExpiry Date
Customised Average Rate Term
Loan (CARL)
$30,000,000$21,000,000
3 month Bank Bill
Benchmark Rate + 2.20%
2027
Total borrowings$30,000,000$21,000,000
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:
18PLPF Other Material Information
Note:
• The loan to value ratio is how much the Wholesale Portfolio owes (interest bearing debt/ borrowings) as
a portion of the value (with reference to the most recent independent valuations) of the Secured Land.
Secured Land means the property assets owned by the Wholesale Portfolio that BNZ has a security interest
over (as at the date of this document this includes all property assets other than shares in Waimea West
Hops Limited).
• The interest cover ratio of the Wholesale Portfolio is calculated annually as EBITDA divided by the interest
and borrowing costs on senior debt. EBITDA is calculated annually as the sum of operating profit or loss
before transaction costs, interest expense, the BIML management fee, income tax, depreciation and
amortisation.
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).
Financial CovenantCovenant position
Loan to value ratio is not to exceed 50% of the value of the
secured land
Gearing ratio of 16.41% as of
31 August 2022
Interest cover ratio (EBITDA to interest costs) is
to exceed 2 times)
The loan facility noted above was not in
place as at 31 March 2022 (the end of the
most recent accounting period for which
financials would be used to measure such
a ratio).
19PLPF Other Material Information
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
20PLPF Other Material Information
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 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.
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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.
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, 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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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:
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.
23PLPF Other Material Information
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.
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.
24PLPF Other Material Information
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.
Unit Registrar
Link Market Services Limited provides unit registry services.
25PLPF Other Material Information
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 that could reasonably be expected to materially
influence the investment decisions of the manager in respect of the Fund. This is not an exhaustive list:
Description of conflict
of interest
Why this may influence
investment decisions in
respect of the Fund
How we manage the conflict
(see below the table as well)
Contractual arrangements
are entered into between
related parties.
See 9.1 Related Party
Contracts for further
information
There is a risk that
arrangements entered into (as
part of investment decisions)
may favour the related party
to the detriment of the Fund
(including via the Wholesale
Fund), or that the related
party may not meet its
obligations to the detriment
of the Fund due to the close
association of the parties.
Controls are in place to ensure that such
arrangements are completed at arms-length
and on commercial terms (as required by
the Trust Deed governing the operation
of the Scheme). Controls may include
reference to independent valuations and
industry datasets.
Steps are taken to ensure segregation of
duties where appropriate, and appropriate
governance structures are in place.
Related parties may be in a
position to exert influence
over Booster (for example
where they have shared
directors and/or contractual
links with Booster); and/
or individuals may be
influenced to direct the
Fund to invest in specific
investments or in a certain
way (for example due to
them holding interests
in the Fund or in another
investment, or in the
Booster Group).
There is a risk that such
influence is exerted to impact
investment decisions in
relation to the fund to achieve
objectives that differ from the
Fund’s objective.
Controls are in place to ensure that related
party transactions are completed at arms-
length, are consistent with the respective
fund’s objectives, and are on commercial
terms (as required by the Trust Deed
governing the operation of the Scheme).
Such controls may include reference to
independent valuations and oversight of
independent director in relation to material
transactions.
Steps are taken to ensure segregation of
duties where appropriate, and appropriate
governance structures are in place.
The Fund invests into the
Wholesale Portfolio which
is also managed by Booster.
Booster earns a management
fee in relation to the
Wholesale Portfolio and in
relation to the Fund.
There is a risk that investment
decisions are made for the
benefit of the Wholesale
Portfolio and Booster as its
manager rather than the Fund.
Booster rebates to the Fund the value of
the Wholesale Portfolio fee (so there is
no additional management fee earned by
Booster).
Controls are in place to ensure that any
arrangements between the Fund and the
Wholesale Portfolio are completed at
arms-length and on commercial terms (as
required by the Trust Deed governing the
operation of the Scheme).
26PLPF Other Material Information
Other situations where conflicts of interest may arise but are not expected to materially influence the
investment decisions of the manager in respect of the Fund exist. For example:
• Investment values artificially inflated to increase fees based on net asset values, or to inflate historic
performance to attract/retain investors.
• 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.
How we manage conflicts
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 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
27PLPF Other Material Information
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.
28PLPF Other Material Information
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.
Net Grape Supply Agreement
Nature of the ContractThe 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.
PartiesAwatere 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 PartiesARVL 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 96.83% 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.
29PLPF Other Material Information
Term 1 April 2020 to 31 May 2030
Pricing PrinciplesThe 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 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.
30PLPF Other Material Information
Land Lease Agreement
Nature of the ContractThe 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 PartiesWaimea Estates (Nelson) Limited (WENL) is a wholly owned subsidiary of the
Booster Wine Group Limited Partnership (BWG).
BWG is 96.83% 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.
LandLansdowne 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
Term20 years
Commencement Date1 August 2017
Expiry Date31 July 2037
Annual Rent$1,025,000 plus GST per annum.
Rent ReviewsCPI 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.
OutgoingsAll usual outgoings are recoverable from the lessee in addition to the rent.
GuarantorNone.
Other Key TermsRight 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.
31PLPF Other Material Information
Project Management Agreement
Nature of the ContractThe 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.
PartiesAwatere 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 PartiesARVL is a wholly-owned subsidiary of Booster Wine Group Limited Partnership
(BWG).
BWG is 96.83% 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 OutcomesStage 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.
32PLPF Other Material Information
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.
ARVL’s RemunerationARVL 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.
TerminationThe 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.
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Land and Building Lease Agreement
Nature of the ContractThe 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.
PartiesPT (Booster Investments) Nominees Limited (Lessor)
Waimea Estates (Nelson) Limited (Lessee)
Related PartiesWaimea Estates (Nelson) Limited (WENL) is a wholly owned subsidiary of Booster
Wine Group Limited Partnership (BWG).
BWG is 96.83% 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.
Term20 years (with 4 rights of renewal at the lessee’s option – each right being for a
20-year term)
Commencement Date31 January 2019
Expiry Date31 January 2039
Annual Rent$321,447 plus GST per annum.
Rent ReviewsRent 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)
OutgoingsAll usual outgoings are recoverable from the lessee in addition to the rent.
GuarantorNone.
Other Key TermsLessee 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.
34PLPF Other Material Information
Land and Building Lease Agreement
Nature of the ContractThe 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.
PartiesPT (Booster Investments) Nominees Limited (Lessor)
Booster Wine Group Limited Partnership (Lessee)
Related PartiesBooster Wine Group Limited Partnership (BWG) is 96.83% 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.
Term20 years
Commencement Date14 September 2018
Expiry Date14 September 2038
Annual Rent$685,574 plus GST per annum.
Rent ReviewsCPI 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.
OutgoingsAll usual outgoings are recoverable from the lessee in addition to the rent.
GuarantorNone.
Other Key TermsRight 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.
35PLPF Other Material Information
Land Lease Agreement
Nature of the ContractThe Wholesale Portfolio leases its Kerikeri based kiwifruit orchard to Seeka
Limited who utilises the Property for the growing and production of Sungold
kiwifruit.
PartiesPT (Booster Investments) Nominees Limited (Lessor)
Seeka Limited (Lessee)
Related PartiesNil
Land2624 State Highway 10 Kerikeri
Term15 years
Commencement Date30 September 2019
Expiry Date30 September 2034
Annual Rent$1,091,843 plus GST per annum
Rent ReviewsMarket Rent Review – on the fifth anniversary of the Commencement Date and
every three years thereafter
OutgoingsAll usual outgoings are recoverable from the lessee in addition to the rent.
GuarantorNone.
Other Key TermsLessor’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.
36PLPF Other Material Information
Land Lease Agreement
Nature of the ContractThe Wholesale Portfolio leases its Far North, Bay of Plenty and Gisborne orchards
to Darling Group Holdings Limited who utilise the Properties for the growing and
production of avocados, kiwifruit and citrus.
PartiesPT (Booster Investments) Nominees Limited (Lessor)
Darling Group Holding Limited (Lessee)
Related PartiesDarling Group Holdings Limited (DGHL) is 41.93% 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.
LandNgataki Orchard, 5117 Far North Road, Ngataki, Far North District
Hukatere Orchard, 86 Hukatere Road, Pukenui, Far North District
Uratere Orchard, 189 Henry Road, Katikati, Western Bay of Plenty District
Amber Grove, 579 Wharerata Road, Gisborne
Term15 years
Commencement Date20 July 2022
Expiry Date20 July 2037 with 2 further rights of renewal of 5 years, and an extension period
resulting in final expiry date of 31 October 2047
Annual RentCommencement Date – 31 March 2023: $438,500 plus GST
01 April 2023 – 31 March 2024: $526,200 plus GST
01 April 2024 – 31 March 2025: $701,600 plus GST
01 April 2025 – 31 March 2026: $964,700 plus GST
01 April 2026 – $1,140,100 plus GST
Rent ReviewsFixed Rent Review – A fixed adjustment of 2% on every anniversary of the
Commencement Date (except the Market Rent Review Dates).
Market Rent Review – every fifth anniversary of the Commencement Date, 6.5%
of market value of the land
Rent may never be lower than any previous Market rent review
OutgoingsAll usual outgoings are recoverable from the lessee in addition to the rent.
GuarantorNone.
Other Key TermsExtension Period – Where the term is to expire, and no right of renewal has been
exercised or there are no remaining renewals the term shall be extended to 31
October of that year to allow the lessee to complete the harvesting of the crop.
Right of first refusal – the Lessee has a right of first refusal over any part of the
Land for the term of the lease
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.
37PLPF Other Material Information
Farm Lease Agreement
Nature of the ContractThe Wholesale Portfolio leases its Southland dairy farms to Canterbury
Grasslands Limited who utilise the Properties for the production of milk.
The agreement is under 3 separate lease agreements which are essentially
commercially identical.
PartiesPT (Booster Investments) Nominees Limited (Lessor)
Canterbury Grasslands Limited (Lessee)
Related PartiesCanterbury Grasslands Limited (CGL) is 11.85% owned by Booster Tahi Limited
Partnership (BTLP). This shareholding is not sufficient on its own to mean the
parties are related parties, however for transparency we have included this
relationship, and treated it as such.
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.
Land2316 Orepuki Riverton Highway, Pahia, Southland
5 Chewings Road, Mossburn, Southland
16 Chewings Road, Mossburn, Southland
Term15 years
Commencement Date22 August 2022
Expiry Date22 August 2037, and if the 5 year right of renewal is exercised, 22 August 2042
Annual Rent2316 Orepuki Riverton Highway: $428,850 plus GST
5 Chewings Road: $527,850 plus GST
16 Chewings Road: $515,250 plus GST
Rent Reviewsixed Rent Review – A fixed adjustment of 2.0% on every anniversary of the
Commencement Date (except the Market Rent Review Dates).
Market Rent Review – every third anniversary of the Commencement Date,
calculated as 4.5% of the market value of the property
OutgoingsAll usual outgoings are recoverable from the lessee in addition to the rent.
GuarantorNone.
Other Key TermsMarket Review – Either party has the right to initiate a review prior to year 10 of
the lease. This is on the basis that regulations limit the lessee’s ability to use the
property for dairy, or for the lessor, if there is a higher financial return available to
them (alternate use or if the terms of the lease do not reflect market conditions).
If revised terms are not agreed, lease terminates at year 10.
Right of first refusal – the Lessee has a right of first refusal over any part of the
Land
38PLPF Other Material Information
Loan Facility Agreement
Nature of the ContractThe Wholesale Portfolio has entered into a loan agreement with the BNZ Bank
New Zealand Limited to borrow monies using the properties as security.
LenderBNZ Bank New Zealand Limited (BNZ)
Other PartiesPT (Booster Investments) Nominees Limited (Custodian, Borrower) of the Secured
Property
Related PartiesNil
Facility Limit$30,000,000
SecurityBNZ 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 TermThe end date of the facility is 31 March 2027.
Interest Rate3 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 RepaymentsThe 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 CovenantEBITDA (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.
39PLPF Other Material Information
We’re here to help.
To find out more about the Fund or
Booster Investment Scheme 2 talk
to your financial adviser, call us on
0800 336 338 or visit our website.
Booster Investment Management
Limited, PO Box 11872, Manners Street,
Wellington 6142, New Zealand
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.