MULTASPF 07/05 MULTASPF Multiplex Tasman Property Fund Property MULTIPLEX TASMAN PROPERTY FUND MULTIPLEX Investment Statement and Prospectus 18 July 2005 Investment Statement and Prospectus TASMAN PROPERTY FUND INVESTMENT STATEMENT AND PROSPECTUS MULTIPLEX18 JULY 2005 TASMANOFFER OF ORDINARY UNITSPROPERTY BY MULTIPLEX FUND CAPITAL Offer of ordinaryNEW units ZEALAND LTD by Multiplex Capital New Zealand Ltd www.multiplexcapital.biz 18JULY05 DIRECTORY CONTENTS MANAGER DIRECTORS OF THE TRUSTEE Letter from the Chairman 1 Multiplex Capital New Zealand Ltd Richard Frank Elworthy, Christchurch Summary of Investment 2 Level 4 Bruce Robertson Irvine, Christchurch Summary of Properties 3 48 Courthouse Lane Samuel Richard Maling, Christchurch Important Dates 4 Auckland Bryan William Mogridge, Auckland What Potential Investors Need to Do 4 Stephen Christopher Montgomery, Christchurch Section 1 Benefits and Tasman Trust Features 5 DIRECTORS OF THE MANAGER Timothy Ernest Corbett Saunders, Auckland Section 2 An Investment in the Tasman Trust 9 Warwick James Steel, Auckland Section 3 New Zealand Economy and Property Markets 11 Robert John Rayner, Sydney Brian James Jolliffe, Auckland Section 4 New Zealand Direct Property 13 Ian Robert O’Toole, Sydney Christopher John Palandri, Auckland Section 5 The Properties of the Property Fund 16 SOLICITORS FOR THE TRUSTEE Section 6 About the Tasman Trust 38 Phillip Raymond Eaton, Auckland Section 7 About the Property Fund 41 Buddle Findlay Section 8 Financial Information on the Tasman Trust 51 SOLICITORS FOR THE MANAGER Level 18 Section 9 Financial Information on the Property Fund 56 PricewaterhouseCoopers Tower Section 10 Multiplex Group, Multiplex Capital and the Manager 63 Russell McVeagh 188 Quay Street Section 11 Independent Reports 66 Level 30 Auckland Section 12 Summary of Trust Deed 82 Vero Centre 48 Shortland Street Section 13 Investment Statement Information – Answers to Important Questions 88 AUDITOR Section 14 Statutory Information and Signatures 97 Auckland Section 15 Glossary 102 PricewaterhouseCoopers Section 16 Instructions and Application Form 105 TRUSTEE Level 22 Directory Inside back cover PricewaterhouseCoopers Tower Perpetual Trust Ltd 188 Quay Street Level 17 Auckland HSBC Centre 1 Queen Street IMPORTANT INFORMATION Disclaimers REGISTRY (The information in this Section is required under the Securities Act 1978.) No member, associate or director of the Manager, or of the Multiplex Group, guarantees Auckland Investment decisions are very important. They often have long-term consequences. the success of the Tasman Trust, the repayment of capital, or any particular rate of capital BK Registries Ltd Read all documents carefully. Ask questions. Seek advice before committing yourself. or income return. An investment in the Tasman Trust is subject to investment and other risks described in Section 13.6. 138 Tancred Street Choosing an investment PO Box 384 When deciding whether to invest, consider carefully the answers to the following The Manager has not authorised any person to give any information or to make any questions that can be found on the pages noted below: representation in connection with the Offer which is not contained in this Offer Ashburton 8300 Document. No such information or representation may be relied upon as having been Page authorised by the Manager in connection with the Offer. What sort of investment is this? 89 Who is involved in providing it for me? 89 This Offer Document contains important information and investors should read it How much do I pay? 89 carefully. In preparing this document, the Manager did not take into account the What are the charges? 90 investment objectives, financial situation or particular needs of any particular person. What returns will I get? 92 Before making an investment decision, investors should consider whether the investment What are my risks? 93 is appropriate to their needs, objectives and circumstances. Investors are encouraged to Can the investment be altered? 95 obtain independent financial advice before making an investment decision. How do I cash in my investment? 96 This Offer Document does not constitute an offer or invitation in any place in which, Who do I contact with enquiries about my investment? 96 or to any person to whom, it would not be lawful to make such an offer or invitation. Is there anyone to whom I can complain if I have problems with the investment? 96 The distribution of this Offer Document outside New Zealand may be restricted by law, What other information can I obtain about this investment? 96 and persons who come into possession of this Offer Document outside New Zealand In addition to the information in this document, important information can be found in the should seek advice on and observe such restrictions. Any failure to comply with these current registered prospectus for the investment. You are entitled to a copy of that restrictions may constitute a violation of applicable securities laws. prospectus on request.1 Combined document Choosing an investment adviser This document is an investment statement for the purposes of the Securities Act 1978 You have the right to request from any investment adviser a written disclosure statement and the Securities Regulations 1983. It is also a prospectus for the purpose of the stating his or her experience and qualifications to give advice. That document will tell you: Securities Act 1978 and Securities Regulations 1983. The information required to be contained in an investment statement is set out on this page under the heading — whether the adviser gives advice only about particular types of investments; “Important Information” and under the heading “Investment Statement Information – — whether the advice is limited to the investments offered by one or more particular Answers to Important Questions” in Section 13. financial organisations; and Registration — whether the adviser will receive a commission or other benefit from advising you. A copy of this Offer Document, signed by the directors of Multiplex Capital New Zealand You are strongly encouraged to request that statement. An investment adviser commits Ltd (the issuer), and by Multiplex Capital Ltd and certain of its directors (as promoters), an offence if he or she does not provide you with a written disclosure statement within and having attached to it the auditor’s report set out in Section 11, the consent of the five working days of your request. You must make the request at the time the advice is auditor to that report appearing in this Offer Document, the consent of Colliers given or within one month of receiving the advice. International New Zealand Ltd as an expert to the valuation report prepared by it appearing in Section 11, the consent of Atchison Consultants to the tables prepared by it In addition: appearing in Section 4, and the consent of PricewaterhouseCoopers as an expert to the — if an investment adviser has any conviction for dishonesty or has been adjudged taxation report prepared by it appearing in Section 11, has been delivered to the bankrupt, he or she must tell you this in writing; and Registrar of Companies at Auckland for registration under section 42 of the Securities — if an investment adviser receives any money or assets on your behalf, he or she Act 1978. must tell you in writing the methods employed for this purpose. Definitions Tell the adviser what the purpose of your investment is. This is important because Capitalised terms used in this Offer Document have defined meanings. A glossary of different investments are suitable for different purposes. terms is set out in Section 15. All references to $ are to New Zealand dollars unless specified otherwise. All references to time are to time in New Zealand. Date This Offer Document is dated 18 July 2005. ssociates.com.au 1 This is the wording required by schedule 3D of the Securities Regulations 1983, which contemplates a separate prospectus and investment statement. For this Offer the two documents have been combined, and the prospectus available on request is this document. IDEA LETTER FROM THE CHAIRMAN Dear Investor, On behalf of Multiplex Capital New Zealand Ltd The Property Fund is currently seeking to raise funds (Manager), I am pleased to present to investors this offer from investors to assist with the funding of the recent of Units in the Multiplex Tasman Property Fund (Tasman acquisitions. Trust). As at 30 June 2005, the Multiplex Property Trust held The Tasman Trust was established in September 2004 26.7% of the total Property Fund equity. This represents and issued its first investment statement and prospectus a clear alignment of the Multiplex Group’s interests with (Original Offer Document) on 17 September 2004, which those of the unitholders in the Property Fund. It also raised $2.6 million. Those funds were used by the demonstrates the Multiplex Property Trust’s confidence in Tasman Trust to acquire 2.4 million units in the Multiplex the underlying portfolio of property assets and the New New Zealand Property Fund (Property Fund), which at Zealand property market. The Multiplex Acumen Property that time held a portfolio of 11 New Zealand properties Fund also held a 26.7% ownership interest in the comprising seven retail, three industrial and one office Property Fund as at 30 June 2005. property (First Stage Properties). Pursuant to this Offer Document, the Tasman Trust is The Tasman Trust has performed well to date, meeting seeking to raise funds from investors in order to acquire the 9.0% annualised Gross yield forecast contained in additional Property Fund Units. the Original Offer Document. New Units will participate in distributions on a daily The First Stage Properties were independently revalued pro rata basis from the date they are issued. For by Colliers International New Zealand Ltd on 31 March investors under this Offer Document, the projected 2005. The valuation showed an increase in the value of annualised yield for the year to end 30 June 2006, at these properties of $14.4 million, or 4.9%, in the first $1.07 per Unit, is 8.88% Gross.