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WESTRALIA PROPERTY TRUST 2003-01-20 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ ASX MARKET RELEASE Westralia Property Trust has applied for admission to the official list of Australian Stock Exchange Limited and for quotation of its securities. It has been given a provisional ASX code. Provision of an ASX code and publication of the following information does not mean that the entity will be admitted or that its securities will be quoted. P Ross MANAGER COMPANY ANNOUNCEMENTS OFFICE MORE TO FOLLOW WESTRALIA PROPERTY TRUST 2003-01-20 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ LETTER FROM THE CHAIRMAN Western Australia is a vast State, and one that holds vast opportunities. This is a State with a glowing future. Over the past decade, Western Australia has averaged 5% annual growth, compared to the Australian average of 2.8%. In addition, it produces 27% of Australia's Gross Domestic Product. This growth and strength is assisted by the State's strong diversification across industries, which should support this constant growth trend. The mineral and gas sectors continue to perform strongly and the State's property market seems unlikely to face the uncertainty currently threatening eastern capitals. With all of this growth and potential it is surprising that a significant public, Western Australian based, diversified property vehicle is not available for public investors. Until now. This document offers you the opportunity to own a share of a diverse range of properties across Western Australia, through the Westralia Property Trust. Investment in the Trust allows you to take advantage of opportunities normally restricted to large private investment groups, as the larger listed property trusts invest predominantly in the eastern seaboard market. The Trust's aim is to invest in a diversified range of properties located predominantly in Perth and Western Australia's major regional export centres. These regional centres are benefiting from urban renewal projects thanks to State and Federal Government infrastructure and investment initiatives. For investors, the Trust offers a regular income, significant tax advantages and the prospect of long-term capital gains. Please take a few minutes to study the Product Disclosure Statement and I am sure you will share my excitement. On behalf of the directors of Kareelya Investments Limited, I unreservedly commend this investment to you. B Jackson CHAIRMAN MORE TO FOLLOW WESTRALIA PROPERTY TRUST 2003-01-20 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ DETAILS OF THE OFFER Investors will be investing in a unit trust and they will apply for Units in the Trust by completing an Application Form and paying their Application Money to the Custodian. (1) Kareelya is the responsible entity of the Trust and therefore performs the day-to-day management of the Trust for the benefit of Investors. (2) The Custodian is appointed by Kareelya as its agent to hold the Portfolio and the other assets of the Trust in its name as custodian for the Trust. (3) The Investors are the beneficiaries of Trust and share in the profits of the Trust in proportion to the number of Units each Investor holds, compared to the total number of Units on issue. PURPOSE OF THE OFFER This Offer is being made to the public and to existing investors in some of the other investment entities managed by Kareelya, or its associates. Funds raised under this PDS will be used to: (a) retire, or reduce, existing Trust debt (b) increase the number of Investors and ensure the requisite level of working capital is obtained and maintained in order to meet the requirements for listing the Trust on the ASX, and (c) to provide funds to make additional investments. Units in the Trust are being offered at a price of $0.92 per Unit and the minimum amount of Application Money you can pay to acquire Units is $2,000, which equates to 2,174 units. GROWTH STRATEGY Kareelya's strategy for the Trust is to firstly achieve listing on the ASX and then to acquire further property investments in accordance with the investment criteria explained in Section 3.7. Kareelya expects the listing of the Trust to have the following advantages: (a) The Trust will be a more attractive investment entity for retail investors than if it were to remain unlisted, because listing will make their investment more liquid. (b) Listing the Units also provides a greater degree of flexibility in negotiating with vendors of property and property securities since Kareelya will be able to offer Units to those vendors, as well as, or instead of, cash as consideration for acquiring the property or securities. (c) The Trust will have access to the depth of the equity market in order to fund further expansion and development of its portfolio. APPLICANTS FROM OTHER KAREELYA INVESTMENTS Kareelya is offering a facility whereby investors in a selected number of other investment entities operated by it may transfer their investments to the Trust in exchange for Units in the Trust under a Securities Swap Facility (SSF). This means that Units issued under this facility will be issued for consideration other than cash. The SSF will only be offered to existing investors in the Pagoda Hotel Property Syndicate and to owners of villas in the Broadwater Beach Resort. For owners of villas, the SSF will be applied so that owners who wish to participate will transfer their villas to the Broadwater Busselton Property Syndicate (BBPS) and the owners will be issued with Units in the Trust. The Trust will increase its investment in BBPS by an amount equal to the value of the villas acquired by BBPS. There is a limit to the total value of investments that can participate in the SSF. This limit is $1,000,000, however, this limit also takes into account the oversubscriptions that may be accepted by Kareelya (see Section 1.6). The combined limit of oversubscriptions and Applications accepted under the SSF will be limited to $1,000,000. Applications will be accepted on a first in basis. The Trust will only acquire interests in other investment entities at independent valuations, or below, and based on the price of the Trusts units being 92 cents per unit. Kareelya will provide a copy of this PDS to those investors who want to take advantage of this facility, together with a personalised Application Form. The personalised Application Form will show the number of Units in the Trust that the Investor is able to acquire by transferring their existing securities to the Trust. As is the case with all applications, Kareelya reserves the right to reject in whole, or in part, any application for Units made under the SSF at its discretion. Kareelya also cannot give any assurance that the SSF will be made available on an ongoing basis. People who make application under the SSF should obtain their own advice on the merits of swapping their securities for Units in the Trust. In particular, there are likely to be taxation implications for those Applicants who will be disposing of one investment and acquiring Units in the Trust. It should be noted that stamp duty on the sale of the interests being swapped, or the Units, is payable by the Investor. MINIMUM SUBSCRIPTION The minimum subscription under this PDS is $2,000,000 in cash, excluding any Units issued as a result of the Securities Swap Facility. The Offer will not proceed if the minimum subscription is not reached. If the minimum subscription is not achieved by 4 March 2003, or your application is not accepted, either in part or in full, or the Offer does not proceed for any other reason, then your Application Money, together with any interest (less any bank fees) will be refunded to you. FUNDS TO BE RAISED Kareelya intends to raise up to $6,000,000 in cash under this PDS. Kareelya may accept over subscriptions for up to a further $1,000,000 but only if it considers the additional funds subscribed can be used by the Trust without diluting the forecast income yield or the value of Units in the Trust. The amount of oversubscriptions that may be accepted will be affected by the level of Applications received under the SSF (see Section 1.4 for more details). UNDERWRITING The Offer is not underwritten. MORE TO FOLLOW WESTRALIA PROPERTY TRUST 2003-01-20 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ SUMMARY OF THE OFFER OFFER DETAILS Minimum Application Money $2,000 (for Applicants paying cash) Additional investments Multiples of $1,000 above $2,000 Unit price for this Offer 92 cents per Unit Distribution frequency Quarterly Units currently on issue at 13,954,800 the date of this PDS issued at $1.00 each DETAILS OF THE OFFER MINIMUM MAXIMUM SUBSCRIPTION SUBSCRIPTION Units offered under this PDS 2,173,913 6,521,739 Expected total number of Units on closure of Offer 16,128,713 20,476,539 Total Investors' equity following closure of Offer $14,411,094 $18,131,094 SOURCE AND APPLICATION OF FUNDS FROM THIS OFFER Source of funds: Cash from Applications $2,000,000 $6,000,000 Application of funds: Repay debt $1,000,000 $2,847,859 Investment in property or securities $285,000 $2,035,000 Expenses of the Offer $255,000 $280,000 Commissions $140,000 $420,000 Working Capital $320,000 $417,141 Total $2,000,000 $6,000,000 Net asset backing at close of Offer: Cents per unit 89 cents 89 cents Value per $1.00 invested under this PDS 97 cents 97 cents Notes: 1. The figures in this table assume all applications are received in cash. If applications are made under the Securities Swap Facility, then Units in the Trust will be issued so that the net asset backing of each Unit in the Trust and the forecast distribution yield are not materially diluted from those disclosed in this PDS. 2. If oversubscriptions are received, then Kareelya will only issue Units in the Trust if the forecast net asset backing and distribution yield are not materially diluted from those disclosed in this PDS. 3. The net asset backing per unit calculation takes into consideration the financial position of all of the Units in the Trust and not just the Units issued as a result of this Offer. Refer to Section 4 for details of the forecast financial position of the Trust following the Offer being filled. MORE TO FOLLOW WESTRALIA PROPERTY TRUST 2003-01-20 ASX-SIGNAL-G HOMEX - Perth +++++++++++++++++++++++++ A full copy of the Disclosure Document is available in PDF format on www.asx.com.au. Alternatively it is available for purchase from ASX Customer Service on 1 300 300 279. NOTE: An official Disclosure Document from the issuer or its advisers is required to formally apply for shares.
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