Sapphire Wind Farm Community Co-Investment Fund
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SAPPHIRE WIND FARM COMMUNITY CO-INVESTMENT FUND Sapphire Wind Farm Community Co-Investment Fund DMC0169AU (Sub-Fund) DomaCom Fund Supplementary Product Disclosure Statement ARSN 167 020 626 25 February 2019 Sapphire WIND FARM SAPPHIRE WIND FARM COMMUNITY CO-INVESTMENT FUND Sapphire Wind Farm Community Co-Investment Fund DMC0169AU (Sub-Fund) DomaCom Fund Supplementary Product Disclosure Statement ARSN 167 020 626 25 February 2019 Sapphire Wind Farm Community Co-Investment Fund 3 Dear Investors, a portfolio of wind, solar and battery Grassroots Trust believes that the future INTRODUCTION TO THE SAPPHIRE The Sapphire Wind Farm (Sapphire) is projects over the last decade, primarily of energy is renewable. We hope you a 270 MW renewable energy project in NSW. can co-invest with us to help make that WIND FARM, CWP RENEWABLES AND which is located in the New England future a reality. region of northern NSW, 28 km east of The Sapphire Wind Farm is owned by Inverell and 18 km west of Glen Innes. Grassroots Renewable Energy Trust Yours sincerely GRASSROOTS RENEWABLE ENERGY As the largest wind farm in New South (Grassroots Trust), which is a joint Wales, the Sapphire Wind Farm is helping venture between CWP Renewables and the ACT Government to meet its target Partners Group (www.partnersgroup. of 100% renewable energy in the ACT com). Partners Group is a global private Tim Michalas by 2020 through a long term offtake markets investment manager which Director contract covering approximately ⅓ of the has more than USD 83 billion under Grassroots Renewable Energy Pty Ltd generation capacity of the Sapphire Wind management globally. Farm. Other power offtake contracts from as trustee of Grassroots Renewable Energy Trust Sapphire have been signed with the Sapphire Wind Farm is the first of a Commonwealth Bank of Australia and growing portfolio of renewable energy Sydney Airport. projects by the Grassroots Trust. In the near term the Grassroots Trust portfolio The Sapphire project was constructed is being expanded to include two new between December 2016 and December wind farms, a solar project and a battery 2018. Now that it is fully operational, the project, all in NSW. project provides enough clean energy to supply around 115,000 Australian Grassroots Trust seeks to share the homes and to displace 700,000 tonnes financial benefits of its projects with the of carbon dioxide each year. communities which live locally to those projects. It has therefore pioneered a The Sapphire Wind Farm has been community investment scheme which it developed, financed and asset managed seeks to implement in all of its projects, by CWP Renewables Pty Ltd (CWP commencing at the Sapphire Wind Farm. Renewables) (www.cwprenewables. This approach is common in Europe but com), a leading renewable energy is new to Australia for projects of this developer. CWP Renewables was scale. initially established in Europe, where it developed Europe’s largest wind farm: We are pleased to partner with the 600MW Fantanele-Cogealac Wind DomaCom to implement this innovative Farm in Romania. CWP Renewables was project. DomaCom has developed an established in NSW in 2007, and now online “fractional investment” platform has offices in Newcastle, Sydney and for retail investments, which is well Canberra and approximately 40 staff suited to administer the Sapphire Wind in Australia. It has been developing Farm Community Co-Investment Fund. 4 Sapphire Wind Farm Community Co-Investment Fund Sapphire Wind Farm Community Co-Investment Fund 5 INTRODUCTION TO THE DOMACOM FUND Dear Investor, The DomaCom Fund is a registered We are very pleased to be partnering managed investment scheme under with CWP Renewables and Partners the Corporations Act with its own Group to provide an exciting opportunity professional Trustee (Melbourne for the local community in New England Securities Corporation Limited) and to invest in “The Sapphire Wind Farm Custodian (Perpetual Corporate Trust Community Co-Investment Fund”, Limited). a sub-fund of the DomaCom Fund. The DomaCom Fund is managed and DomaCom looks forward to welcoming administered by DomaCom. The Sapphire Investors to its innovative online platform Wind Farm Community Co-Investment and servicing the investors and keeping Fund is the first investment of its them informed about their investment kind to be offered in Australia, being over the coming months and years. a community co-investment fund in a substantial local renewable energy Yours sincerely project. DomaCom Australia Limited which has been operating for over 5 years, Arthur Naoumidis was developed with the vision of CEO fractionalising large assets into affordable investment amounts, that are accessible by the retail (“Mum and Dad”) investors to provide them with exposure to an asset that is otherwise generally not available to them (and often only available to institutional investors). The Sapphire Wind Farm Community Co-Investment Fund is a prime example of the DomaCom vision, in that it allows Investors, for as little as $1,250 to invest is this exciting wind farm, recently commissioned in the New England region in northern NSW. 6 Sapphire Wind Farm Community Co-Investment Fund Sapphire Wind Farm Community Co-Investment Fund 7 CONTENTS CONTENTS 1. IMPORTANT NOTICE AND DISCLAIMER 10 2. OVERVIEW OF THE SAPPHIRE WIND FARM COMMUNITY CO-INVESTMENT FUND 12 3. KEY FEATURES OF SAPPHIRE COMMUNITY CO-INVESTMENT 16 4. UNDERLYING ASSET – KEY TERMS AND CONDITIONS OF THE LOAN AGREEMENT 18 5. SAPPHIRE WIND FARM, CWP RENEWABLES AND GRASSROOTS RENEWABLE ENERGY TRUST 22 6. THE COMMUNITY ADVISORY PANEL (CAP) 24 7. RISKS 26 8. INDEPENDENT DUE DILIGENCE REVIEW 30 9. FEES AND OTHER COSTS 32 10. HOW TO INVEST 38 11. CONSENT 38 12. GLOSSARY 40 13. CONTACT 42 Manager: DomaCom Australia Limited ACN 153 951 770 Australian Financial Services Licence No. 444365 Trustee and Issuer: Melbourne Securities Corporation Ltd ACN 160 326 545 Australian Financial Services Licence No. 428289 8 Sapphire Wind Farm Community Co-Investment Fund Sapphire Wind Farm Community Co-Investment Fund 9 This Supplementary Product Disclosure before making an investment in the Sub- payable on a quarterly basis at 6% p.a. 1 IMPORTANT NOTICE Statement (SPDS) is dated 25 February Fund. In considering the prospects of net of all fees. The asset of the Sub-Fund 2019 and has been issued by Melbourne the Sub-Fund, Investors should consider will be the Loan Agreement referred to in & DISCLAIMER Securities Corporation Limited ACN 160 the risk factors that could affect the this SPDS as the Underlying Asset. 326 545 AFSL No. 428289 as the trustee financial performance of the Sub-Fund. and responsible entity (Trustee) of the The general risk factors affecting the CWP Renewables has developed and DomaCom Fund ARSN 167 020 626 Sub-Fund are summarised in ‘Section 7 - financed the Sapphire Wind Farm and (DomaCom Fund). The Manager of the Risks of investing in the DomaCom Fund’ provides ongoing asset management DomaCom Fund is DomaCom Australia of the PDS and those specific to this during operations. The Sapphire Wind Limited, ACN 153 951 770 AFSL 444365 Sub-Fund are specified below in section Farm is owned by Grassroots Trust, (DomaCom or Manager). 7 of this SPDS. which is a joint venture between CWP Renewables and Partners Group, a This SPDS supplements the DomaCom The Trustee, DomaCom Limited and its global private markets investment Fund Product Disclosure Statement subsidiaries nor any of their directors, manager which has more than USD 83 (PDS) dated 27th February 2018 by advisers, agents, or associates in any billion under management globally. Key the Trustee. This SPDS should be way guarantee the performance of the information about CWP Renewables, read in conjunction with the PDS. The Sub-Fund, any return of capital or any Partners Group and Grassroots Trust is information in the PDS continues in full particular rate of return on an investment set out in Section 5 of the SPDS. force and effect except to the extent that in the Sub-Fund. To the maximum extent information is varied in relation to the permitted by law, the parties named Investors in the Sapphire Wind Farm Sub-Fund under this SPDS. A copy of the above each deny liability for any loss or Community Co-Investment Fund (Sub- PDS can be obtained from damage suffered by any person investing Fund) are not directly exposed to the https://domacom.com.au/the- in the Sub-Fund. operational performance of the Sapphire domacom-fund/product-disclosure- Wind Farm. The Underlying Asset is a statement/ or by contacting the Trustee. Investors should note that the DomaCom Loan Agreement between Grassroots Fund consists of a number of sub-funds. Renewable Energy Finance Pty Ltd Capitalised terms used but not defined in Each sub-fund is a separate class of and the Trustee and Custodian of the this SPDS have the same meaning given Units and the assets are specifically DomaCom Fund. The key terms and to them in the PDS. identified with the class of Units. conditions of the agreement are set out Although all of the sub-funds are part of in Section 4. The information contained in this the Domacom Fund, the assets of one SPDS is of a general nature only. In Sub-Fund are not available to satisfy If the capital raising program for the preparing this SPDS, the Trustee has not liabilities of another Sub-Fund. Underlying Asset does not attain the considered the investment objectives, minimum total investment amount of financial situation, or particular needs This SPDS sets out information $3 million, the Sapphire Wind Farm of individual Investors. Investors should regarding Sub-Fund (DMC0169AU) of Community Co-Investment Fund will obtain their own independent advice and the DomaCom Fund which is seeking not proceed, and Investors’ Quarantined consider the appropriateness of the offer to invest in an unsecured loan (referred Funds will be released.