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Latitude East Brookfield Secured Bonds Series A: Latitude East

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Latitude East Brookfield Secured Bonds Series A: Latitude East Brookfield Secured Bonds Series A: Latitude East www.brookfieldsecuredbonds.com Brookfield Secured Bonds Series A Prospectus ISSUER: BrookfieldS ecured Bonds Series A Issuer Limited (ABN 38 136 866 969) Brookfield Secured Bonds Series A are mortgage debentures for the purposes of section 283BH of the Corporations Act Arrangers, Joint Lead Managers and Joint Bookrunners A Latitude East A Important notices Corporate directory About this Prospectus The Corporations Act prohibits any person from passing Credit ratings This Replacement Prospectus relates to the offer by Brookfield an Application Form on to another person unless it is None of BSB-sA, the Issuer and the Guarantor Security Secured Bonds Series A Issuer Limited (ACN 136 866 969) attached to or accompanied by a printed copy of this Providers are rated. The Property is leased to the (Issuer) of Brookfield Secured Bonds Series A (BSB-sA). Prospectus or a complete and unaltered electronic Commonwealth of Australia which is rated AAA by BSB-sA are mortgage debentures for the purposes of section version of this Prospectus. Standard & Poor’s, Aaa by Moody’s and AAA by Fitch. 283BH of the Corporations Act which are secured by the Electronic access to the Prospectus These credit rating references are current as at the date of Security, including a first ranking mortgage over the Property The following conditions apply if this Prospectus is accessed this Prospectus but may be revised, withdrawn, suspended or Owner’s 50% interest in the Property. electronically. downgraded by the relevant credit rating agency at any time. The liability of the Issuer and the Guarantor Security Providers – You must download the entire Prospectus. These credit rating references are not a recommendation by in respect of BSB-sA is limited recourse. This means that all the relevant credit rating agencies to apply for BSB-sA offered claims against the Issuer or the Guarantor Security Providers – Your Application will only be considered where you have under this Prospectus. None of Standard & Poor’s, Moody’s or in respect of BSB-sA can only be satisfied out of the Secured applied on an Application Form that was attached to or Fitch have consented to the use of its credit rating reference Property the subject of the Security and are limited in recourse accompanied by a copy of this Prospectus. in this Prospectus and they are not liable for any statements in to distributions from that Secured Property from time to – This Prospectus is available to you electronically only if you this Prospectus under section 729(1) of the Corporations Act. time. If sufficient funds are not realised from the Secured are accessing and downloading or printing the electronic Ratings are statements of opinion, not statements of fact Property to discharge in full the obligations of the Issuer and copy of this Prospectus in Australia or New Zealand. or recommendations to buy, hold or sell any securities the Guarantor Security Providers in respect of BSB-sA, no Applications for BrookfieldS ecured Bonds (including BSB-sA). In as much as they do not comment further claims may be made by the Holders or the Trustee as to market price or suitability for a particular investor, against the Issuer or the Guarantor Security Providers in Series A ratings may be changed, withdrawn or suspended at any Issuer respect of the shortfall in the amount owing to the Holders Applications for BSB-sA under this Prospectus may only time. Standard & Poor’s, Moody’s and Fitch do not hold Brookfield Secured Bonds Series A Issuer Limited in respect of BSB-sA. be made during the Offer Period (although the Issuer an AFSL under the Corporations Act. Each BSB-sA has an issue price of $100. reserves the right to accept late Applications) and pursuant Level 4 to an Application Form attached to or accompanying Diagrams This Replacement Prospectus is dated 19 June 2009 and this Prospectus. The diagrams used in this Prospectus are illustrative only. 1 Kent Street was lodged with the Australian Securities and Investments They may not necessarily be shown to scale. The diagrams Commission (ASIC) on that date. It has been, or will be, lodged For information on who is eligible to apply for BSB-sA under Sydney NSW 2000 the Offer and how to make an Application, see Section 2. are based on information which is current as at the date of with the New Zealand Companies Office (NZCO) on that date. this Prospectus. This Replacement Prospectus replaces the Prospectus lodged Providing personal information Investigating Accountant Defined words and expressions with ASIC and NZCO on 5 June 2009 (Original Prospectus). You will be asked to provide personal information to the PricewaterhouseCoopers Securities Limited References to the Prospectus in this document are references Issuer (directly or via its agents) if you apply for BSB-sA. Some capitalised words and expressions used in this to the Replacement Prospectus. ASIC, ASX and NZCO take See Section 8.17 for information on how the Issuer and Prospectus have defined meanings. The Glossary in 201 Sussex Street no responsibility for the contents of this Prospectus nor for its agents collect, hold and use this personal information. Appendix B defines these words and expressions. the merits of the investment to which this Prospectus relates. The definitions specific to BSB-sA are in clause 11.2 of Sydney NSW 2000 This Prospectus expires on the date which is 13 months Restrictions in foreign jurisdictions the Terms in Appendix A. If there is any inconsistency in after the date of the Original Prospectus and no BSB-sA For details of certain foreign selling restrictions that apply the definitions between the Prospectus and the Terms, Tax Adviser to BSB-sA in foreign jurisdictions, see Section 8.16. will be issued on the basis of this Prospectus after that date. the definitions in the Terms prevail. PricewaterhouseCoopers This Prospectus is an important document and you should No representations other than in this Prospectus A reference to time in this Prospectus is to Sydney time read it in full before deciding whether to invest in BSB-sA You should rely only on information in this Prospectus. unless otherwise stated. A reference to $, A$, dollars and 201 Sussex Street and completing and lodging an Application Form. No person is authorised to provide any information, or to cents is to Australian currency unless otherwise stated. make any representations in connection with the Offer, Sydney NSW 2000 This Prospectus does not provide financial product that is not contained in this Prospectus. Any information Some numbers in this Prospectus have been rounded. or investment advice – you should seek your own or representations not contained in this Prospectus may Enquiries Legal Adviser (Australia) professional investment advice not be relied upon as having been authorised by the Issuer, If you have any questions about the offer please call the Mallesons Stephen Jaques This Prospectus does not provide investment advice. The the Guarantor Security Providers, the Brookfield Arranger BSB-sA Information Line on 1800 766 011 (within Offer, and the information in this Prospectus, do not take or any other member of the Brookfield Group in connection Australia) or +61 2 9290 9600 (within New Zealand) Level 61 into account your investment objectives, financial situation with the Offer. (Monday to Friday – 8.30am to 5.30pm AEST). If you are Governor Phillip Tower and particular needs (including financial and tax issues) as Except as required by law, and only to the extent so required, uncertain whether BSB-sA are a suitable investment for you, an investor. none of the Issuer, the Guarantor Security Providers, the you should consult your financial or other professional adviser. 1 Farrer Place In particular, in considering whether to apply for BSB-sA, Brookfield Arranger, any other member of the Brookfield Additional information for New Zealand investors Sydney NSW 2000 it is important that you: Group or any other person warrants the future performance General – consider the risk factors (see Section 6) that could affect of the Issuer, the Guarantor Security Providers or the Property or any return on any investment made under this Prospectus. This Offer to New Zealand investors is a regulated offer made Legal Adviser (New Zealand) BSB-sA or the financial performance and position of under Australian and New Zealand law. In Australia, this is the Issuer and the Guarantor Security Providers as well ASX quotation and when the Brookfield Chapter 8 of the Corporations Act 2001 and Regulations. Russell McVeagh as other information in this Prospectus in light of your Secured Bonds Series A will be issued In New Zealand, this is Part 5 of the Securities Act 1978 Level 30 particular investment objectives, financial situation and The Issuer has applied to ASX for BSB-sA to be quoted on and the Securities (Mutual Recognition of Securities Offerings particular needs (including financial and tax issues); and ASX. If ASX does not grant permission for BSB-sA to be – Australia) Regulations 2008. Vero Centre – seek professional investment advice from your financial quoted within three months after the date of the Original This Offer and the content of the offer document are 48 Shortland Street or other professional advisers before deciding whether Prospectus, BSB-sA will not be issued and all Application principally governed by Australian rather than New Zealand Auckland 1010 to apply for BSB-sA. payments will be refunded (without interest) to Applicants law. In the main, the Corporations Act 2001 and Regulations as soon as practicable. This Prospectus is only relevant for investors or potential (Australia) set out how the Offer must be made. New Zealand investors in BSB-sA and should not be used for any If BSB-sA are accepted for quotation on ASX, the Issuer There are differences in how securities are regulated other purpose.
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