MULVALE 08/05 MULVALE Multiplex Acumen Vale Acumen Vale MULTIPLEX Syndicate ACUMEN VALE SYNDICATE This Prospectus is dated and was lodged with the Australian Securities This Prospectus Investments Commission on 16 August 2005. MULTIPLEX ACUMEN VALE SYNDICATE LIMITED Fund Manager: Multiplex Capital Limited ACN 094 936 866 Development Manager: Multiplex Developments Operations Pty Limited ACN 114 573 554 Distributor: Multiplex Property Funds Management Limited ACN 104 643 629 www.multiplexcapital.biz 16AUGUST05 DIRECTORY CONTENTS THE COMPANY INVESTIGATING ACCOUNTANT Letter from the Managing Director 1 Multiplex Acumen Vale Syndicate Limited ACN 114 814 603 PricewaterhouseCoopers Securities Limited Summary of Investment 2 Level 4, 1 Kent Street Sydney NSW 2000 Summary of Project 3 COMPANY AUDITOR Important Dates 4 Ernst & Young DIRECTORS OF THE COMPANY What Potential Investors Need to Do 4 Ian O’Toole, Executive Director BANK Section 1 Benefits and Company Features 5 Rob Rayner, Executive Director Section 2 About Property Development 7 Dr Peter Morris, Non-executive Director National Australia Bank Limited Section 3 The Project 9 Robert McCuaig, Non-executive Director CONSULTING ECONOMIST Section 4 Details of the Offer 14 COMPANY SECRETARY Section 5 Financial Information and Forecast Assumptions 18 Urbis JHD Pty Limited Alex Carrodus Section 6 Borrowings 28 CONSULTING ENGINEER Section 7 Multiplex Group, Multiplex Capital and the Development Manager 30 PRINCIPAL SHAREHOLDER Cossill & Webley Pty Limited Section 8 Fees and Expenses 33 MPX DT Pty Limited Section 9 Independent Reports 35 CONSULTING TOWN PLANNER Section 10 Investment Risks 85 DEVELOPMENT MANAGER Chappell & Lambert Section 11 Additional Information 88 Multiplex Developments Operations Pty Limited Section 12 Financial Services Guide 95 INDEPENDENT VALUER Section 13 Glossary 98 FUND MANAGER Christie Whyte Moore Valuers Section 14 How to invest 101 Multiplex Capital Limited Application Forms 105 REGISTRY Directory IBC DISTRIBUTOR Registries (Victoria) Pty Ltd Multiplex Property Funds Management Limited IMPORTANT NOTICES Electronic Prospectus This Prospectus is jointly issued by Multiplex Acumen Vale Syndicate Limited A copy of this Prospectus may be viewed online in read-only format at ACN 114 814 603 (Company) in relation to an offer to issue 15,000,000 www.multiplexcapital.biz. It may also be viewed on the websites of other UNDERWRITER Shares and by MPX DT Pty Limited ACN 099 788 397 (Principal Shareholder) companies that hold an Australian Financial Services Licence. The Offer in relation to an offer to sell 15,000,095 Shares to the extent of any constituted by this Prospectus in electronic form is available only to persons Wyllie Group Pty Limited oversubscription, on the terms of this Prospectus. receiving this Prospectus within Australia. Investors who receive a copy of this No Shares will be issued or sold on the basis of this Prospectus later than Prospectus in electronic form are entitled to obtain a paper copy of this 13 months after the date of this Prospectus (16 August 2005). This Prospectus free of charge by contacting Registries on 1800 766 011. Online SOLICITORS TO THE ISSUE Prospectus will be lodged with the Australian Securities and Investments applications (if any) must be lodged in accordance with the instructions Commission (ASIC) on 16 August 2005. ASIC takes no responsibility for the provided by the provider of the online application facility. Blake Dawson Waldron contents of this Prospectus. Authorised Distributor Important document Offers under this Prospectus are made pursuant to an arrangement Before deciding whether to apply for Shares, you should read this Prospectus between the Company and Multiplex Property Funds Management Limited in its entirety and consider whether investment in this Company is suitable ACN 104 643 629 Australian Financial Services Licence no. 231115 for you, and in particular, consider the investment risks (see Section 10) and (Distributor) pursuant to section 911A(2)(b) of the Corporations Act. the financial information and forecast assumptions (see Section 5) underlying The Distributor will deal with application monies received pursuant to this any prospective financial information. If you are in doubt as to whether you Prospectus. Any Application Form and application monies received by the should invest, you should consult a suitably qualified professional adviser. Company will be forwarded to the Distributor. Restrictions on the distribution of this Prospectus Preparation of this Prospectus This Prospectus does not constitute an offer in any place in which, or to any Multiplex Developments Operations Pty Limited (Development Manager), person to whom, it would not be lawful to make such an offer. The distribution Multiplex Capital Limited (Fund Manager) and the Distributor have had no of this Prospectus in jurisdictions outside Australia may be restricted by law involvement in the preparation of this Prospectus (other than those statements and persons who come into possession of this Prospectus should seek advice directly attributed to them), disclaim and take no responsibility for any other on and observe any such restrictions. Any failure to comply with such part of this Prospectus, and do not guarantee the success of the Company or restrictions may constitute a violation of applicable securities law. the payment of any return on the Shares. Except as required by law, and only to the extent so required, neither the Company nor any person warrants the Exposure Period future performance of the Shares. This Prospectus will be made generally available during the period of seven days after lodgement of this Prospectus at ASIC or such longer period as The information in this Prospectus is general information only. In preparing this ASIC requires (Exposure Period) by being posted on the Prospectus, the Company did not take into account the individual objectives, www.multiplexcapital.biz website. In addition, copies of this Prospectus will be financial situation or needs or any particular person. Before making an available on request by calling Registries on 1800 766 011 during the investment decision, investors should consider whether the information in this Exposure Period. Copies requested will be sent by way of paper copy or by Prospectus is appropriate to their objectives, financial situation and needs. facsimile as determined by the Company. Defined terms Applications for Shares under this Prospectus will not be processed until after Certain terms used in this Prospectus have been defined and the definitions expiry of the Exposure Period for this Prospectus. No preference will be are set out in the Glossary (see Section 13). Currency amounts are in conferred on applications received in the Exposure Period. Australian dollars. ideasociates.com.au LETTER FROM THE MANAGING DIRECTOR Dear Investor I am pleased to present to investors the opportunity to invest in Over the past decade, the property development division has Multiplex Acumen Vale Syndicate Limited (the Company). progressively increased its participation in a large range of projects as a sole developer or in joint venture arrangements. The sectors The Company has, through a wholly owned Subsidiary, purchased covered include commercial, residential, masterplanned approximately 208 hectares of land known as Vale (the Property), in communities, retail, industrial and retirement/aged care. the north-eastern Perth suburb of Ellenbrook, which it intends to subdivide, develop and sell. The Company and the Subsidiary The Property The Subsidiary purchased the Property in June 2005. The Property is only 25 kilometres from the Perth Central Business As at the date of this Prospectus, Multiplex Development and District, and at the same time, benefits from its peaceful Swan Valley Opportunity Fund (Development Fund), through a subsidiary location with established leisure and lifestyle amenities offering company, has made a $15 million investment into the Company. wineries, cafés, galleries, restaurants and boutique shops. The This investment demonstrates the Development Fund’s confidence in Property is close to natural parkland and bushland, the Vines the Project. The Company is seeking to raise an additional world-class golf course and the picturesque Swan Valley. Convenient $15 million pursuant to this Prospectus, although oversubscriptions access is also available to amenities including areas of employment, may be accepted in certain circumstances. education and services. Shareholders in the Company will participate in the returns generated The development fundamentals for the Property are well supported from the development of the Property over an estimated development by the relative strength of both the Perth residential housing sector, period of four years through until late 2009. which is currently one of the strongest housing sectors in Australia, The annualised pre-tax investor return (IRR) over this period of time and the Western Australian economy which is underpinned by a is forecast to be approximately 20%, with quarterly cash distributions buoyant resources sector. estimated to commence from December 2007. The Project The return forecasts must be read in conjunction with the financial The Project, which is to be marketed as Vale, involves the information and forecast assumptions set out in Section 5 and the development and sale of Stages 2 to 6 comprising an estimated investment risks set out in Section 10. 1,564 residential Lots, a group housing site,