Coda Property by andrius macikas

This is an investment offer to purchase Securities in the form of Preference shares and units in four Special Purpose Vehicles introduced and managed by:

GEELONG A property developer with a proven track record, looking for a funding partner for a portfolio of quality projects Opening Date June 2013 1

the four property development opportunities located in Melbourne, Victoria, intend to sell the following:

100 Preference Shares in the Brunswick Apartments, relating to the Brunswick development project in exchange for $2,000,000

100 Preference Shares in

100 Preference Shares in the Prince Edward Villas, relating to the Prince Edward development project in exchange for $300,000

100 Preference Units in the Sandringham Unit Trust (to be formed), relating to the Sandringham development project in exchange for $2,500,000

BRUNSWICK

FA I R F I E L D

development project in exchange for $1,600,000

GLEN EIRA

SANDRINGHAM

Disclaimers & Warnings This Offer Document (the “Offer Document”) has been prepared by Tauro Capital Partners Pty Ltd (“Tauro”) based on generally available information and information provided by the Directors. The following entities are referred to throughout this document: 1. Coda Property Pty Ltd (ACN: 147 558 870); 2. SPV #1: Brunswick Apartments Pty Ltd (ACN: 147 029 472) 3. SPV #2:

The Offer Document does not purport to contain all the information that a prospective purchaser may require in investigating Coda Property, and is not intended to form the basis of any investment decision by a prospective purchaser. Interested parties should carry out their own investigations and analysis of Coda Property and the related companies as outlined above, and the information referred to in this Offer Document and should consult their own advisers before proceeding with any offer to purchase Securities offered in this Offer Document. Tauro has not made an independent appraisal of any of the assets or liabilities of Coda Property. information contained herein in good faith, neither the vendors,

4. SPV #3: Prince Edward Avenue Pty Ltd (ACN: 163 172 709) 5. Unit Trust #4: Sandringham Apartments (yet to be formed); 9. SPV #4 (Trustee for Sandringham Apartments Unit Trust): Sandringham Pty Ltd (to be established) (together “Vendors”, “Directors”, “Coda Property” and “the Shareholder”) The Vendors have authorised the distribution of this Offer Document to a limited number of recipients and/or their advisers. The Offer Document has been provided solely to assist such recipients in deciding whether they wish to lodge an expression of interest to purchase Securities in any of the Special Purpose Vehicles, that fall under the name of Coda Property (“SPV”, “The Company”) should such interest be expressed.

sentation or warranty, express or implied, nor shall any of them have any responsibility whatsoever in respect to the accuracy or completeness of or omissions from, this Offer Document or any other document or information, written or oral, supplied at any time or in respect of any opinions or projections expressed therein or omitted there from. In addition no such party is under obligation to update the Offer Document or correct any inaccuracies or omissions in it, which may exist or become apparent. In particular, for reasons of commercial sensitivity, it is emphasised that information on certain matters has not been included in the Offer Document even though such information may be material to a prospective purchaser in deciding whether to acquire Preference Shares and Units in the various Coda Property enitities as outlined above.

No responsibility or liability is accepted, and any and all responsibility is expressly disclaimed by Tauro, the Vendors and their respective advisers and employees for any errors, misstatements, misrepresentations or omissions in this Offer Document or any other such document or information supplied at any time to the recipient or their advisers in the course of the recipientâ&#x20AC;&#x2122;s evaluation of Coda Property Unit Trust or the various trusts as outlined above. Any

all information contained herein or made available in connection with any further investigation. This Offer Document is issued subject to the detailed provisions set The information and opinions contained in this Offer Document are Document and any other information or opinions subsequently

based on subjective estimates and assumptions made by the Vendors and about circumstances and events that have not yet elements of subjective judgements or analysis, which may or may not be correct. Accordingly, no representations are made by Tauro the accuracy of such information and there can be no assurance that the projected results will be achieved. This Offer Document does not constitute or form part of any offer for the sale of Securities in Coda Property related entities or the relevant trusts as outlined above, nor shall it constitute the basis of any contract, which may be concluded for this sale. A purchaser must rely only on the representations, warranties and undertakings, if any, contained in such a contract and subject to such restrictions and each recipient should make their own investigations and Document. By its acceptance hereof, the recipient agrees not to distribute this Offer Document to others, in whole or in part, at any time without

the contents of this Offer Document and any other information or opinions subsequently supplied may not, without the written consent of the vendors, be published, reproduced, copied or disclosed to any person. This Offer Document is being delivered for information purposes only and upon the express understanding that it will be used only for the purpose set out above. Upon request, the recipient will return promptly all materials received from Tauro and the vendors (including this Offer Document) without retaining any copies thereof. The recipient shall be responsible for any loss suffered by the vendors or Tauro and their shareholders in the event of any unauthorised disclosure. Tauro is acting Both the receipt of this Offer Document by any person, nor any information supplied in connection with the proposed sale of Securities in Coda Property related entities is to be taken as constituting the giving of investment advice or to constitute any person as a customer of Tauro in connection with any sale which may be envisaged. Recipients of this Offer Document are recommended to seek their own professional advice and to conduct their own 4

independent assessment of the merits or otherwise of acquiring Securities in Coda Property related entities or the relevant trusts as outlined above.

in relation to the distribution or possession of this Offer Document in or from any jurisdiction.

Neither the issue of this Offer Document nor any part of its contents is to be taken as any form of commitment on the part of Tauro or the vendors to proceed with any party or which any transaction which may be envisaged by the issue of this Offer Document. Tauro and the vendors reserve the right to amend the proposed timetable and the procedure detailed in this Offer Document to negotiate with one or more prospective purchasers to the exclusion of one or more of any others without giving prior written notice thereto (subject to any exclusivity agreements), to terminate the process and to terminate any discussions and negotiations with any prospective giving any reason. In no circumstances whatsoever will Tauro or the vendors or any of any costs or expenses incurred in connection with any appraisal or investigation of Coda Property or the relevant companies as outlined above or for any other costs or expenses incurred by prospective purchasers in connection with this proposed transaction. This Offer Document is not an investment status or prospectus and accordingly has not been lodged with ASIC under the Corporations Act. Distribution of this Offer Document in or from certain jurisdiction may be restricted or prohibited by law. Recipients are required to inform themselves of and comply with all restrictions or prohibitions in such jurisdiction. Neither the vendors, Coda Property, the relevant companies as outlined above, Tauro nor their respective subsidiaries,

Table of contents The offer

Binding bids

Disclaimers & Warnings

Terms of sale

100

Table of contents

Sales process, opening and closing dates

100

Risk analysis

101

Asset summary

Financial reporting to shareholders

103

Looking for a funding partner

Ownership structure

103

I Brunswick, Adjacent in Albion

Legal jurisdiction

103

Glossary of terms

104

III Glen Eira, Prince Edward

Who to contact

105

IV Sandringham, The Harston

Directorâ&#x20AC;&#x2122;s declaration

106

Project team

Associated companies

Previous projects

Listed Australian land subdividers & developers

Deal structure & form of purchase

Material contracts

Non binding bids

Due diligence process

99 6

A UNIQUE PORTFOLIO OF QUALITY ASSETS L O C AT E D W I T H I N CLOSE PROXIMITY OF THE MELBOURNE CBD

Four quality development sites in high-growth suburbs close to the Melbourne CBD. Introducing the Brunswick, Fairfield, Glen Eira and Sandringham projects.

D E P O S I T & O U T L AY

NEXT STEPS

Deposit secured on all opportunities with minimal up front cash deposit

Funds are available to pursue next steps and future opportunities

NO EXTRA COSTS

No extra costs associated with commission, glossy marketing materials or expensive advertising

SIMPLE & EFFICIENT

Sales process simple and established buyer database.

Low holding outlay provides additional time and funds

Our philosophy W E L O O K F O R U N I Q U E O P P O R T U N I T I E S I N H I G H LY L I V A B L E L O C A T I O N S

Near the Melbourne CBD

Close to public transport

In strong residential & rental areas

Close to key amenities

W E H AV E E S TA B L I S H E D S T R O N G I N D U S T RY R E L AT I O N S H I P S W I T H N O R E L I A N C E O N T H I R D PA R T Y I N T E R M E D I A R I E S

Landowners are approached direct, terms negotiated, all off market

Coda not compelled to rush a decision based on a third party driven process

Minimal margins associated with commission payments to third parties

Land is not purchased from competitive sites such as Realestate.com.au and public options 9

BRUNSWICK THONBURY

East

FA I R F I E L D

F re

FITZROY NORTH

MELBOURNE

e way

Monash Freeway

M o

ST KILDA

M A LV E R N EAST

PORT PHILLIP BAY

GLEN EIRA ORMOND

C L AY T O N

SANDRINGHAM

-37.762233 , 144.974497

-37.780306 , 145.018056

-37.90889 , 145.041858

-37.9085 , 145.0401

8,476

5,946

138,066

9,309

14.4% GROWTH SINCE 2006

21% GROWTH SINCE 2006

11.3% GROWTH SINCE 2006

7.1% GROWTH SINCE 2006

7.2KM

8.1KM

17.8KM

17.9KM

BRUNSWICK C O O R D I N AT E S P O P U L AT I O N P O P. G R O W T H D I S TA N C E T O C B D ¹

FA I R F I E L D

GLEN EIRA2

SANDRINGHAM

¹ ABS, 31 May 2013 ² Population of Glen Eira includes the whole suburb of McKinnon

Located in affluent, growing MORNINGT suburbs of Melbourne

N GTheRproperties O Voutlined E in this document are consistently valued

above the average prices associated with Greater Melbourne. This is due to an inherent scarcity in these areas in conjunction with a high average income.

24.1% SANDRINGHAM

16.7%

HASTINGS

GLEN EIRA

ROSEBUD 15.6% WEST FA I R F I E L D

14.2%

BRUNSWICK

12.3% MELBOURNE

Source: 2011 ABS Census

Located in affluent, growing suburbs of Melbourne Coda is developing a series of apartments which are expected to be priced somewhere between the houses and units listed here. The suburbs associated with the four opportunities outlined in this document, all attract higher prices than the average across Greater Melbourne.

GEELONG

HOUSES

$â&#x20AC;&#x2122;000

UNITS

EXPECTED MEDIAN PRICE OF CODA A PA R T M E N T S & HOUSES

906 825 741

710

474 460

475

370

BRUNSWICK

FA I R F I E L D

545

440

456 420

GLEN EIRA

451

425

SANDRINGHAM

MELBOURNE

Source: homepriceguide.com.au

Asset Summary EAN GROVE ALBION ST., BRUNSWICK

STATION ST., FAIRFIELD

Inner city development on the edge of Victoria's booming major activity centre of Brunswick

Melbourne suburb

Classic retiree single-level facility positioned near shops, transport and not far from the city

Diamond in the rough at Sandringham beach â&#x20AC;&#x201C; the opportunity is to ride the uplift on the re-zoning of the property as well as the development

TYPE OF PROPERTIES DEVELOPED

Residential Apartments

Residential / Retirement Units

Land Subdivision / Residential Apartments

EXPECTED NO. OF APARTMENTS / UNITS BUILT

50 - 65

70 - 85

50 - 65

NET SELLABLE AREA, SQ. M.

3,000

2,433

281

5,280

EXPECTED REVENUE / SQ. M., INCL. GST, $

7,900

7,500

8,200

7,500

TOTAL PROJECT REVENUE, INCL. GST, $

23,700,000

18,244,000

2,300,000

39,375,000

MEZZANINE FINANCING REQUIRED, $

2,000,000

1,800,000

300,000

2,500,000

30%

SECURITIES OFFERED

100% Class A Shares

100% of Class A Units

CURRENT PROJECT STATUS

Land contract signed Deposit paid Plans submitted

Land contract signed; Deposit paid Town planning submission made with

Land contract signed; Deposit paid Town planning application currently being submitted

Land contract signed

July 2015

February 2015

February 2014

January 2017

LOCATION

PROJECT SUMMARY

AVERAGE SIZE OF AN APARTMENT / UNIT, SQ. M.

ANNUAL COUPON RATE*, %

EXPECTED COMPLETION DATE

determination expected 11June

PRINCE EDWARD AVENUE., GLEN EIRA

HARSTON ST., SANDRINGHAM

*Coupon Rate is a simple interest rate paid at the completion of each project

A suite of high quality investment opportunities located in high growth areas Coda Property is offering investors the opportunity to engage with a range of property development opportunities throughout Melbourne. The investment itself takes the form of Preference shares or units in individual companies, through which Coda will introduce and administer four distinct property developments.

4. Property development is undertaken and managed by Coda Property and offers investors the capacity to share in

projects that will assist with the development and commercialisation of the opportunities.

6. The properties are separately constructed as high quality residential establishments at a low cost.

5. Coupon rate on securities offered is 30% simple interest per annum

The Coda properties share a number of common qualities including: 1. Located within a 6-8 kilometre radius of the Melbourne CBD; 2. Purchased on favourable terms with minimal require ment for upfront deposits; 3. Opportunity to uniquely position each project to maxi mise growth prospects; 14

Looking for a funding partner A brief introduction to each opportunity is set out below:

Brunswick is the ideal location for the planned ‘Adjacent in Albion’ apartment block, an iconic development located in Albion Street, Brunswick. The suburb of Brunswick features a younger demographic, short distance to public transport and easy access to one of Melbourne’s most well renowned areas, Lygon Street. The Company has established council support for the development of an iconic six story building which will provide up to 50 apartments. Brunswick project requires a $2,000,000 investment for a 100 Class A shares with a simple annual interest rate of 30% paid at the end of the project.

The ‘Prince Edward’ development in the suburban area of Glen Eira is intended to provide quality residential or retirement facilities positioned a short walk from the train station and a local secondary college. The four villa development project is quick to execute and forms a blueprint of a development type that is easily replicable. Glen Eira project requires a $300,000 investment for a 100 Class A shares with a simple annual interest rate of 30% paid at the end of the project.

BRUNSWICK

FA I R F I E L D

limited competition in a location that is set for expansion. With a balanced and stable demographic, the convenient distance from both a number of primary schools and local transport positions this project requires a $1,800,000 investment for a 100 Class A shares with a simple annual interest rate of 30% paid at the end of the project.

GLEN EIRA

SANDRINGHAM

The Harston project represents a unique opportunity. Currently registered as a mixed zone premises, the bus shelter may be re-zoned to enable a residential development of up to 90 apartments. The Harston project relates to the future development of the land in a growing neighbourhood only minutes from the bay and incredibly close to the Sandringham Train Station. There may also be an opportunity to invest in the re-zoning of the land asset although this opportunity is not included in this document. The Sandringham project requires a $5,000,000 investment for a 100 Class A units with a simple annual interest rate of 30% paid at the end of the project.

INNER CITY DEVELOMENT ON THE EDGE OF VICTORIA'S BOOMING MAJOR ACTIVITY CENTRE OF BRUNSWICK

Iconic building in the vibrant area of Brunswick Up to 50 new apartments located at 80 - 82 Albion Street, Brunswick

KEILOR EAST

Iconic structure with the support of the council, C A R Operfectly LINE S P R I N the G S city and positioned to greet commuters as they approach ability to build a taller structure with higher numbers of units

BRUNSWICK THONBURY IVANHOE

Located at the end of Lygon Street, not far from the Melbourne CBD

FA I R F I E L D FITZROY

MELBOURNE

NORTH

B A LW Y N NORTH

C A R LT O N

Land acquired with low deposit with landowner contributing land towards the project

A LT O N A N O R T H

ST KILDA

BRUNSWICK PORT PHILLIP BAY

OVE

Deal Summary

Asset Summary

Total Project Revenue, incl. GST, $

23,700,000

Location

Total Development Budget (ex. Land), incl. GST, $

14,540,340

Expected NO. of Apartments /Units Built

Land Acquisition Costs, $

3,238,647

Average Size of an Apartment /Unit, sq. m.

50 - 65

Interest Expenses, $

888,406

Net Sellable Area, sq. m.

3,000 7,900

Mezzanine Financing Required, $

2,000,000

Expected Revenue /sq. m., incl. GST, $

Maximum Bank Debt Exposure, $

13,922,155

Total Project Revenue, incl. GST, $

Annual simple interest rate, %

Exit Horizon, months

Investment Highlights

Medium-term exit horizon Majority shareholding offered

Class A Shares in the Company issued

100

Class A Shares in the Company offered

100

Class A Share Offer Price, $

20,000

Albion St., Brunswick

23,700,000

GEELONG

BRUNSWICK

OCEAN 18

Adjacent in Albion, 80 82 Albion Street, ROSEBU D WEST Brunswick

I n n e r c i t y, i c o n i c d e v e l o p m e n t on the edge of Victoria's booming major activity centre

The Adjacent in Albion opportunity is located conveniently at the northern end of Lygon Street and the iconic building will frame the view as commuters approach the Melbourne CBD. The proximity to interest in the Brunswick apartments. The development is expected to include up to 50 new apartments which will be offered to prospective owner occupiers and investors with an average size per apartment of between 50 and 65 square metres. The younger, more vibrant atmosphere of Brunswick is a perfect match for the apartments on offer in this development. Within the vicinity is an array of local cafes and stores that cater to a wide range of individual taste. Just metres away from access to public transport, as well as short walk to various parks in the local area, the Albion Street Development represents the convenient and simple combination of inner city and suburban living. At the top of Lygon Street, this planned set of apartments is not only on the corner of a range of shopping and dining choices, it is just minutes away by tram from the lively heart of Lygon.

With public transport access right outside the door, including several tram services running straight toward the city, there is such a broad selection when it comes to access to cultural activities throughout Melbourne. The development site is surrounded by a range of Melbourne’s parks and gardens, such as the Croxton Allard Park, Jones Reserve and the Merri Creek Cycling Track which is exempliThe development was secured in October 2012 and construction is scheduled to commence within a year. The expected asking price per apartment is between $380,000 and up to $525,000. On the fringe of several major activity centres, the development of ‘Adjacent in Albion’ is a highly attractive opportunity for investors to engage with the development and sale of this exciting new block of apartments. The project requires a $2,000,000 investment for a 100 Class A shares with a simple annual interest rate of 30% paid at the end of the project.

BRUNSWICK 19

Current Status of the Project & Timelines JUL 15

JUN 15

M AY 1 5

APR 15

MAR 15

FEB 15

JAN 15

DEC 14

NOV 14

OCT 14

SEP 14

AUG 14

JUL 14

JUN 14

M AY 1 4

APR 14

MAR 14

FEB 14

JAN 14

DEC 13

NOV 13

OCT 13

SEP 13

AUG 13

JUL 13

JUN 13

M AY 1 3

APR 13

MAR 13

FEB 13

JAN 13

DEC 12

NOV 12

OCT 12

SEP 12

AUG 12

JUL 12

JUN 12

P R O J E C T S TAT U S - The land contracts have been signed and respective deposit paid - Planning is being submitted - A formal application for VICRoads will be needed to consult the ingress and egress points - Marketing is projected to begin late-2014 - Construction is expected to commence mid-2014 with practical completion in mid-2015

LAND SETTLEMENT

TOWN PLANNING PROCESS

COMMENCE PRE-SALES PROCESS

FINANCE APPROVAL

CONSTRUCTION

RETURNS TO INVESTORS L I Q U I D AT E & D I S S O LV E V E N T U R E

BRUNSWICK 20

Brunswick Exterior Plans + Photos Bw

BRUNSWICK 21

Exterior Impressions & Plans

Bw Bw

RU CK K B RBU NNSSWWIIC 22

Subject site 360 degree view

Bw Bw

RU CK K B RBU NNSSWWIIC 23

A neighbourhood note: Brunswick

Brunswick represents a rapidly growing property market perfect for the commencement of this development. Surrounded by a younger, more vibrant demographic, this is an ideal location for the planned construction itself. House prices and growth in real estate and development are supported by a solid population of 8,476 3 in the immediate area.

W ith a relatively low number of 50 days on market for units in the Brunswick area, and a market strengthened by record low interest rates, it is clear that Brunswick East is set for expansion.

BRUNSWICK EAST4

HOUSES

UNITS

$â&#x20AC;&#x2122;000

Population growth: 14.4% growth in population since 2006

800 MEDIAN PRICES $â&#x20AC;&#x2122;000

710

460

700

House prices trend: Steady long term housing price growth of 7.6% p.a

600 LONG TERM TREND%

7.6

5.4

Real estate market: 65% auction clearance rate 63 days on market for houses, 50 days on market for units

500

400 A U C T I O N C L E A R A N C E R AT E S %

65.4

64.5

300

200

D AY S O N M A R K E T

100

2005

DISCOUNTING

N/A

2006

2007

2008

2009

2010

2011

2012

2013

N/A HOUSES

UNITS

BRUNSWICK

3 Source: ABS 2012 Statistics are 12 months to January 2013 sourced from Homepriceguide.com.au

Up and coming young demographic of Brunswick AGE GROUP

TRANSPORT TO WORK

DWELLING STRUCTURE

N AT U R E O F O C C U PA N C Y

48% of residents < 40 years of age

High demand for public transport

Under-supply of apartments relative to age demographic

Strong rental demand

OTHER

F U L LY O W N E D SEMI / TERRACE CAR

DID NOT

60+

20-39

RENTED

S E PA R AT E

GO TO WORK

HOUSE

PURCHASING

40-59

TRAM

F L AT

- Ideal younger demographic - Close to public transport, common mode of transport within Brunswick

BRUNSWICK 25

Ownership & Title Details Subject site is made up of two titles #80 (Lot 1 TP188490) and #82(Lot 1 TP872479M)

The current residential dwelling is currently zoned as residential 1

The subject sites have a respective prescribed built form limit of 5 storeys on title #82 and 2 storeys on title #80 according to the new strategic master plan drawn up by Moreland There are currently no major planning overlays on the two sites

BRUNSWICK 26

Financial Projections The Brunswick project is expected to generate $23,700,000 in revenue over the life of the project, estimated to be 26 months.

sales, capital and resource requirements. Except for historical information, there may be matters in this section that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty. By its nature, forward-looking information involves numerous assump-

the industry in which the Company operates as well as general economic conditions and interest rates. Actual performance or events may be materially different from those expressed or implied views held only as at the date of this Offer Document.

contribute to the possibility those predictions, forecasts, projections and other forward-looking statements will not occur.

SEVILE

BRUNSWICK 27

Summary of Project Cash Flow

COSTS

REVENUE

2 months FY‘13 Jun 13

12 months FY‘14 Jun 14

12 months FY‘15 Jun 15

Project total

Studios

1-Bedroom Apartments

5,925,000

2-bedroom Apartments

17,775,000

3-Bedroom Apartments

Sales revenue

23,700,000

GST paid

(1,881,818)

NET REVENUE

21,818,182

Consultants' Fees

(202,133)

(471,192)

(673,325)

Construction Costs

(192,011)

(11,028,688)

(11,220,699)

Council Rates

(500)

(2,750)

(3,250)

Water & Sewer

(105)

(579)

(684)

Land Tax

Selling Fees

(1,185,000)

Other Costs

(23,076)

(130,764)

(126,152)

(279,992)

Contingency Costs

(9,600)

(551,434)

(561,034)

1,049

40,109

1,224,304

1,265,462

Net Costs Before Interest

(22,027)

(495,004)

(12,141,491)

(12,658,522)

Net project cash flow before interest

(22,027)

(495,004)

9,676,691

9,159,660

(870)

(79,990)

(807,546)

(888,406)

(1,300,000)

Net total costs

(22,897)

(574,994)

(14,249,037)

(14,846,928)

Net project cash flow

(22,897)

(574,994)

7,569,145

6,971,254

GST refunded

Interest on Debt Facility Paid Interest on Mezzanine Facility Paid

Cash from Investing Activities:

Land Purchase

(41,000)

(3,197,647)

(3,238,647)

Net Cash Flow from Investing Activities

(41,000)

(3,197,647)

(3,238,647)

Cash from Financing Activities: Debt Drawdown(Repayments)

63,028

3,692,657

(3,755,685)

Equity Raisings

2,000,000

(2,000,000)

Net Cash Flow from FinancingActivities

2,063,028

3,692,657

(5,755,685)

Total Net Cash Flow For Period

1,999,131

(79,984)

1,813,460

3,732,607

1,999,131

1,919,147

1,999,131

1,919,147

3,732,607

Cash Flow at the Beginning of Period Cash Flow at the End of Period Project Margin = Total Revenues - Total Investments & Costs

3,732,607

Capital Structure Retained Earnings Bank Debt Mezzanine Financing

25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 1

Month

BRUNSWICK 29

Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

30,000,000 25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 -5,000,000 -10,000,000 1

Month

BRUNSWICK 30

Cumulative Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

30,000,000 25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 -5,000,000 -10,000,000 -15,000,000 -20,000,000 -25,000,000 1

Month

BRUNSWICK 31

INNER CITY DEVELOMENT ON THE EDGE OF VICTORIA'S BOOMING MAJOR ACTIVITY CENTRE O F FA I R F I E L D

A modern development close to Fairfield station Up to 40 new apartments in the up and c o m i n g s u b u r b o f F a i r fi e l d , 6 2 - 6 4 S t a t i o n S t r e e t , F a i r fi e l d

KEILOR EAST CAROLINE SPRINGS

Land secured with minimal deposit and long terms

THONBURY IVANHOE

FITZROY

Town Planning Applications

MELBOURNE

FA I R F I E L D

NORTH

B A LW Y N NORTH

C A R LT O N

Strong presence of 20 to 39 year old demographic, ideal for residential development

HAWTHORN EAST

A LT O N A N O R T H

ST KILDA

FA I R F I E L D

PORT PHILLIP BAY

OVE

Deal Summary

Asset Summary

Total Project Revenue, incl. GST, $

18,244,000

Location

Total Development Budget (ex. Land), incl. GST, $

11,099,590

Expected NO. of Apartments / Units Built

Land Acquisition Costs, $

2,723,069

Average Size of an Apartment / Unit, sq. m.

50 - 65

Interest Expenses, $

718,303

GEELONG Net Sellable Area, sq. m.

2,433 7,500

Mezzanine Financing Required, $

1,800,000

Expected Revenue / sq. m., incl. GST, $

Maximum Bank Debt Exposure, $

10,909,128

Total Project Revenue, incl. GST, $

Annual simple interest rate, %

Exit Horizon, months

Investment Highlights

18,244,000

OCE

Medium-term exit horizon

Class A Shares in the Company issued

100

Class A Shares in the Company offered

100

Class A Share Offer Price, $

Station St., Fairfield

18,000

FA I R F I E L D 34

NGS

Fairfield Station, ROSEBUD 62â&#x20AC;&#x201C;64 Station Street, WEST Fairfield Great spot poised for value creation in an up and coming Melbourne suburb

Darebin in which it lies is projected to continue a strong process of urban consolidation. Stationâ&#x20AC;&#x2122;, a range of apartments in a location poised for expansion.

COUROS AN GROVE

150 metres away. The development site is located at the southern end of Station Street, a brief walk from a number of transportation, shopping and community facilities. It is the prime locality of the proposed apartments that set it apart in this neighbourhood as an excellent development opportunity and an ideal investment for prospective buyers. ments with an average size of 50 to 65 square meters. station and only 2km from the Eastern Freeway Chandler Highway entrance make it a great position for development. This sites key investment factors lie in its potential for growth, as the City of

Driven by a balanced and stable demographic, the proposed development is close to several primary schools, as well as the local shopping area. The apartments are expected to attract $380,000 to $550,000. With the properties secured and development planned, The project requires a $1,800,000 investment for a 100 Class A Shares with a simple annual interest rate of 30%.

FA I R F I E L D 35

JUL 15

JUN 15

M AY 1 5

APR 15

MAR 15

FEB 15

JAN 15

DEC 14

NOV 14

OCT 14

SEP 14

AUG 14

JUL 14

JUN 14

M AY 1 4

APR 14

MAR 14

FEB 14

JAN 14

DEC 13

NOV 13

OCT 13

SEP 13

AUG 13

JUL 13

JUN 13

M AY 1 3

APR 13

MAR 13

FEB 13

JAN 13

DEC 12

NOV 12

OCT 12

SEP 12

AUG 12

JUL 12

JUN 12

Current Status of the Project & Timelines LAND SETTLEMENT

TOWN PLANNING PROCESS

COMMENCE PRE-SALES PROCESS

FINANCE APPROVAL

CONSTRUCTION

RETURNS TO INVESTORS

L I Q U I D AT E & D I S S O LV E V E N T U R E

P R O J E C T S TAT U S - The land contracts have been signed and deposits paid - Planning for this development has been lodged - Construction is expected to commence late-2013 with practical completion late-2014 - Marketing for the development is expected to start July 2013 with an off market EOI campaign

operation of Station Street or the surrounding road network

FA I R F I E L D 36

Fairfield Exterior Plans + Photos Ff

FA I R F I E L D 37

Exterior Impressions & Plans

Ff Bw

RSFWI EI CLKD BFRAUI N 38

BASMENT PLAN

WEATHERBOARD SHED

No.66 STATION STREET

P.O.S. VERANDAH

SINGLE STOREY WEATHERBOARD DWELLING (DILAPIDATED/ UNOCCUPIED)

TP3.02 N

BOUNDARY 40.23 @ 90°00'

S S

2,016

B/O B/O

S/O S/O

4,900

6,400

S/O S/O

4,900

2,600

2,800

2,600

BOUNDARY 13.71 @ 0°00'

S S

1,000

1,465

BOUNDARY 13.71 @ 180°00'

1,610

MESH OVER

PERFORATED SCREEN AT HIGH LEVEL

S S

No.57 GILLIES STREET

BIN TUG

2,800

S S S

RAMP 1:6.7

RAMP 1:5

3,600

1:7.5% 13.27

3,500

20,000L UNDERGROUND WATER TANK

S 6,100

B S

A: 18 m2 BIN WASH AREA

RL32.00

BINS

2,060

TYPICAL 2.6m X 4.9m 6 x 1100L

6 x DOUBLE CAR STACKER RL28.70

BOUNDARY 16.76 @ 0°00'

P.O.S.

33 CARS A: 920 m2

LIFT

DOUBLE STOREY BRICK UNITS

CARPARK

1 TP3.01

S RL30.70

BOUNDARY 16.76 @ 180°00'

TP3.02 W

BICYCLES

MESH OVER

P.O.S. VERANDAH

P.O.S.

BRICK SHED

No.60 STATION STREET SINGLE STOREY WEATHERBOARD DWELLING

VERANDAH

S TP3.01

Ff Bw

BFR NS AUI R FW I EI C L KD 39

GROUND FLOOR PLAN

Ff Bw

BFR NS AUI R FW I EI C L KD 40

LEVEL 01 PLAN

WEATHERBOARD SHED

No.66 STATION STREET

P.O.S. VERANDAH

SINGLE STOREY WEATHERBOARD DWELLING (DILAPIDATED/ UNOCCUPIED)

TP3.02 N

1,565 A: 8 m2

101

terrace

2 bed A: 81 m2

M M

110

2 bed A: 72 m2

3,815

A: 8 m2 5,710

102

terrace

A: 10 m2

3,910

109 2 bed A: 77 m2

terrace

1 bed + study A: 64 m2

A: 9

VOID M

108

terrace

1 bed A: 57 m2

A: 8 m2 1 TP3.01

LEVEL 01

TP3.02 W

103

1 bed A: 52 m2

A: 8 m2

terrace

1,800

LIFT

104

VOID

DOUBLE STOREY BRICK UNITS

1 bed A: 55 m2 F

2 bed A: 71 m2

107 2 bed A: 77 m2

105

terrace

2 bed A: 70 m2

A: 8 m2 5,800

terrace A: 10 m2

3,555

A: 8 m2

5,755

terrace

A: 9 m2

106 W

2,740

BOUNDARY 16.76 @ 0°00'

BIN

4,000

terrace

BOUNDARY 16.76 @ 180°00'

RL37.70

No.57 GILLIES STREET

P.O.S.

BOUNDARY 13.71 @ 180°00'

3,955

2,100

2,000

terrace

BOUNDARY 13.71 @ 0°00'

BOUNDARY 40.23 @ 90°00'

P.O.S. VERANDAH

P.O.S.

BRICK SHED

No.60 STATION STREET SINGLE STOREY WEATHERBOARD DWELLING

VERANDAH

S BOUNDARY 40.23 TP3.01 @ 270°00'

Ff Bw

BFR NS AUI R FW I EI C L KD 41

LEVEL 02 PLAN

WEATHERBOARD SHED

No.66 STATION STREET

P.O.S. VERANDAH

SINGLE STOREY WEATHERBOARD DWELLING (DILAPIDATED/ UNOCCUPIED)

TP3.02 N

3,955

terrace

3,815

A: 8 m2

201 terrace A: 10 m2

2 bed A: 81 m2

209

terrace A: 8 m2

2 bed A: 77 m2

202

208

terrace

1 bed + study A: 64 m2

A: 9 m2

VOID

203 F

TP3.02 W

LEVEL 02 F

207 2 bed A: 77 m2

1,800

LIFT VOID

204

M F

W F

2 bed A: 78 m2

1,250

A: 8 m2 M M

205

2 bed A: 75 m2

terrace A: 8 m2 5,800 1,950

4,623

A: 8 m2

1 bed A: 58 m2

BIN

206

terrace

4,000

terrace

BOUNDARY 16.76 @ 180°00'

5,700

BOUNDARY 16.76 @ 0°00'

A: 8 m2

40.70

No.57 GILLIES STREET

P.O.S.

terrace

1 bed A: 57 m2

A: 12 m2

1 TP3.01

terrace

DOUBLE STOREY BRICK UNITS

2,000

M M

2 bed A: 72 m2

BOUNDARY 13.71 @ 180°00'

3,910

BOUNDARY 13.71 @ 0°00'

1,565

BOUNDARY 40.23 @ 90°00'

P.O.S. VERANDAH

P.O.S. No.60 STATION STREET SINGLE STOREY WEATHERBOARD DWELLING

VERANDAH

S BOUNDARY 40.23 TP3.01 @ 270°00'

Ff Bw

BFR NS AUI R FW I EI C L KD 42

LEVEL 03 PLAN

WEATHERBOARD SHED

No.66 STATION STREET

P.O.S. VERANDAH

SINGLE STOREY WEATHERBOARD DWELLING (DILAPIDATED/ UNOCCUPIED)

TP3.02 N

2 bed A: 76 m2

306 2 bed A: 77 m2

A: 19 m2 F W

3,950 F

SKYLIGHT ABOVE

7,595

SKYLIGHT ABOVE

302

VOID

2 bed A: 68 m2

terrace

A: 10 m2

305

LEVEL 03

1 TP3.01

TP3.02 W

2 bed A: 73 m2

RL43.70

No.57 GILLIES STREET

304

DOUBLE STOREY BRICK UNITS

LIFT BIN

terrace A: 11 m2

VOID

303 2 bed A: 69 m2

7,600

terrace

2 bed A: 73 m2

5,800

A: 12 m2

HOT WATER UNIT

5,745

7,471

BOOSTER

6,220

BOUNDARY 16.76 @ 0°00'

terrace

A: 12

P.O.S.

terrace

A: 18 m2

terrace

BOUNDARY 13.71 @ 180°00'

3,170

5,600

301

BOUNDARY 16.76 @ 180°00'

BOUNDARY 13.71 @ 0°00'

1,660

BOUNDARY 40.23 @ 90°00'

P.O.S. VERANDAH

P.O.S. No.60 STATION STREET SINGLE STOREY WEATHERBOARD DWELLING

VERANDAH

S BOUNDARY 40.23 TP3.01 @ 270°00'

Ff Bw

BFR NS AUI R FW I EI C L KD 43

ROOF PLAN

WEATHERBOARD SHED

No.66 STATION STREET

P.O.S. VERANDAH

SINGLE STOREY WEATHERBOARD DWELLING (DILAPIDATED/ UNOCCUPIED)

BOUNDARY 40.23 @ 90°00'

BOUNDARY 13.71 @ 180°00'

BOUNDARY 13.71 @ 0°00'

TP3.02 N

M M

SKYLIGHT

SKYLIGHT TRANSLUSCENT ROOFING

M 17 SOLAR PANELS

No.57 GILLIES STREET

DOUBLE STOREY BRICK UNITS

BOUNDARY 16.76 @ 0°00'

P.O.S.

BOUNDARY 16.76 @ 180°00'

1 TP3.01

TP3.02 W

LOUVRES

BRUNSWICK

P.O.S. VERANDAH

P.O.S. No.60 STATION STREET SINGLE STOREY WEATHERBOARD DWELLING

VERANDAH

S BOUNDARY 40.23 TP3.01 @ 270°00'

FA I R F I E L D 44

E L E VAT I O N S

RL48.06 G2 A2 A2 A1

+43.70 Level 03

A4 P1

3,000

+37.70 Level 01

10,150

3,000

13,500

14,590

+40.70 Level 02

B1 P4

3,000

+34.70 Ground Floor

+43.70 Level 03

A2 G1

10,210

P4 P3

4,360

3,000

6,713

+37.70 Level 01

1,700

3,000

13,405

14,130

1,700

3,000

+40.70 Level 02

+34.70 Ground Floor

Ff Bw

BFR NS AUI R FW I EI C L KD 45

SECTIONS

B17 LINE

+43.70 Level 03

Ba0 LINE

+40.70 Level 02

+37.70 Level 01

+34.70 Ground Floor

+43.70 Level 03

+43.70 Level 03 1,250

ADJOINING BUILDING

1,168

+40.70 Level 02

1,700

+40.70 Level 02

+37.70 Level 01

+34.70 Ground Floor

5,700

3,700

+34.70 Ground Floor

Ff Bw

BFR NS AUI R FW I EI C L KD 46

SECTIONS

+43.70 Level 03 1,250

2,200 1:6.7

2900 1:5

2,000 1:5.5

3,700 1:16

1,168

ADJOINING BUILDING

1,700

+40.70 Level 02

+37.70 Level 01

5,700

3,700

+34.70 Ground Floor

FA I R F I E L D 47

Subject site

Ff Bw

BFRAUI N RSFW I EI CLKD 48

A neighbourhood note: Fairfield with the surrounding LGA of Darebin expected to reach 30,000 in less than twenty years (forecast.id, 2012).

and 48 days respectively, further illustrating the potential for development in a rapidly growing area. The auction clearance rate

Rapid growth in property prices for both houses and units exempli-

high relative to Greater Melbourne, a clear indication that any investment within the region has excellent prospects. Supported by an already strong and stable market, the growth capacity makes it an ideal location for investment in real estate development

new residential development in the midst of a strong real estate HOUSES

UNITS

$â&#x20AC;&#x2122;000

- Steady long term price growth of 7.1% p.a

800 MEDIAN PRICES $â&#x20AC;&#x2122;000

825

370

700

- High auction clearance rates of 70% houses and 66.7% for units

600 LONG TERM TREND%

7.1

6.3

500

- Exceptionally low days on market

400

A U C T I O N C L E A R A N C E R AT E S %

66.7

- Huge population growth of 21% since 2006 indicates upward trending demand

300

200

D AY S O N M A R K E T

100

2005

DISCOUNTING

N/A

2006

2007

2008

2009

2010

2011

2012

2013

N/A HOUSES

UNITS

FA I R F I E L D

3 Source: ABS 2012 Statistics are 12 months to January 2013 sourced from Homepriceguide.com.au

Young demographic of Fairfield AGE GROUP

TRANSPORT TO WORK

DWELLING STRUCTURE

N AT U R E O F O C C U PA N C Y

One third of the suburb's population is younger than 40

51% drive to work

28% of the dwellings in the suburb are apartments

Strong rental market

OTHER

PURCHASING TRAM

60+

CAR

F L AT

20-39

40-59

S E PA R AT E

RENTED

HOUSE

DID NOT

F U L LY

GO TO WORK

OWNED SEMI /

OTHER

TERRACE

- Younger demographic - Flat and semi terrace dwelling structure strong - Car parks in development to support mode of transport, but also close to public transport

FA I R F I E L D 50

Ownership & Title Details No 62 Albion Street is titled as Lot 1 619185W and 64 Station Street is titled as Lot 1 180006R No 62 is zoned Res 1 with 25% of 64 Station Street is zoned B1 The subject sites currently each have 1 level residential dwellings on each Lot There are currently no planning overlays on the 2 sites

FA I R F I E L D 51

Financial Projections revenue over the life of the project, estimated to be 19 months,

contribute to the possibility those predictions, forecasts, projections and other forward-looking statements will not occur.

sales, capital and resource requirements.

the industry in which the Company operates as well as general economic conditions and interest rates. Actual performance or events may be materially different from those expressed or implied

Except for historical information, there may be matters in this section that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty. By its nature, forward-looking information involves numerous assump-

views held only as at the date of this Offer Document.

FA I R F I E L D 52

COSTS

REVENUE

Summary of Project Cash Flow 1 months FY‘12 Jun 12

12 months FY‘13 Jun 13

12 months FY‘14 Jun 15

Studios

1-Bedroom Apartments

3,750,000

2-bedroom Apartments

14,494,000

3-Bedroom Apartments

Sales revenue

18,244,000

GST paid

(1,435,273)

NET REVENUE

16,808,727

Consultants' Fees

(605,704)

(81,460)

(687,164)

Construction Costs

(5,272,065)

(2,830,640)

(8,102,705)

Council Rates

Water & Sewer

(211)

Land Tax

Selling Fees

(926,900)

Other Costs

(49,998)

(229,994)

(279,992)

Contingency Costs

(2,498)

(442,238)

(192,011)

(636,747)

GST refunded

4,774

535,613

429,015

969,402

Net Costs Before Interest

(47,722)

(6,014,388)

(3,602,207)

(9,664,317)

Net project cash flow before interest

(47,722)

(6,014,388)

13,206,520

7,144,410

(102)

(2,677)

(397,896)

(317,628)

(718,303)

(855,000)

Net total costs

(102)

(50,399)

(6,412,284)

(4,774,835)

(11,237,620)

Net project cash flow

(102)

(50,399)

(6,412,284)

12,033,892

5,571,107

Cash from Investing Activities:

Land Purchase

(2,723,069)

Net Cash Flow from Investing Activities

(2,723,069)

Cash from Financing Activities:

276,435

(256,399)

8,676,387

(8,696,423)

1,800,000

(1,800,000)

Net Cash Flow from FinancingActivities

276,435

1,543,601

8,676,387

(10,496,423)

Total Net Cash Flow For Period

276,333

1,493,202

(458,966)

1,537,469

2,848,038

276,333

1,769,535

1,310,569

276,333

1,769,535

1,310,569

2,848,038

Interest on Debt Facility Paid Interest on Mezzanine Facility Paid

Debt Drawdown(Repayments) Equity Raisings

Cash Flow at the Beginning of Period Cash Flow at the End of Period Project Margin = Total Revenues - Total Investments & Costs

5 months FY‘14 Nov 14

Project total

2,848,038

Capital Structure Retained Earnings Bank Debt Mezzanine Financing

18,000,000 16,000,000 14,000,000 12,000,000 10,000,000 8,000,000 6,000,000 4,000,000 2,000,000 1

Month

FA I R F I E L D 54

Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

20,000,000 15,000,000 10,000,000 5,000,000 -5,000,000 1

Month

FA I R F I E L D 55

Cumulative Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

20,000,000 15,000,000 10,000,000 5,000,000 -5,000,000 -10,000,000 -15,000,000 -20,000,000 1

30 Month

FA I R F I E L D 56

A F A S T, E A S I LY E X E C U TA B L E P R O J E C T T H AT F O R M S THE BLUEPRINT FOR SIMILAR, FUTURE OPPORTUNITIES

Four separate townhouses located around the corner from the prized McKinnon High School zone KELLOR EAST

CAROLINE SPRINGS

THOMBURY

IVANHOE

FITZORY NORTH

F i r s t h o m e b u y e r, s i n g l e l e v e l f a c i l i t y a t 31 Prince Edward Avenue, McKinnon

Prince Edward is a smaller, high speed opportunity

FA I R F I E L D

B A LW Y N NORTH

C A R LT O N

MELBOURNE

HAWTHORN EAST

A LT O N A N O R T H

This facility provides the blueprint for future opportunities where Coda will seek similar sites where the same business model can be quickly applied

BURWOOD

A LT O N A C O A S TA L PA R K ST KILDA M A LV E R N EAST

Low cost and reduced time lines CARNEGIE

CHADSTONE

Close to transport and amenities

PORT PHILLIP BAY High demand expected due to sub $600,000 apartment prices Townhouses to be established with the retiree in mind â&#x20AC;&#x201C; larger, garages and easy maintenance

BRIGHTON

MCKINNON GLEN EIRA

BENTLEIGH

KARKAROOK PA R K

GLEN EIRA 58

GROVE

Deal Summary Total Project Revenue, incl. GST, $

2,300,000

Asset GSummary EELONG Location

Prince Edward Ave., Glen Eira

Total Development Budget (ex. Land), incl. GST, $

774,580

Type of Properties Developed

Residential / Retirement Units

Land Acquisition Costs, $

970,270

Expected NO. of Apartments / Units Built

Interest Expenses, $

78,946

Average Size of an Apartment / Unit, sq. m.

70 - 85

Mezzanine Financing Required, $

300,000

Net Sellable Area, sq. m.

Maximum Bank Debt Exposure, $

1,444,853

Annual simple interest rate, %

Exit Horizon, months

Investment Highlights

Short-term exit horizon Opportunity to rollover the project

Class A Shares in the Company issued

100

Class A Shares in the Company offered

100

Class A Share Offer Price, $

3,000

Expected Revenue / sq. m., incl. GST, $ Total Project Revenue, incl. GST, $

281 8,200

OCEA

2,300,000

GLEN EIRA 59

ROSEBUD WEST

INGS

Prince Edward, 31 Prince Edward Avenue, Glen Eira C l a s s i c fi r s t h o m e b u y e r s i n g l e - l e v e l f a c i l i t y . A fast, easily executable project that forms the blueprint f o r s i m i l a r, f u t u r e o p p o r t u n i t i e s

The Prince Edward development site is positioned in one of the most convenient and preferred locations in the region. Just a 500m walk from the McKinnon train station, the Prince Edward villa development is ideal for investment in a strong a stable region. The planned development is close to public transport and is located 1km from the local secondary college, perfect for smaller families moving into a growing suburb. The development is expected to be a single level, four apartment facility each of between 70 and 85

COUROS

The Prince Edward project is fast and easy to execute and it is intended this project will be used as a foundation for similar projects in the future. The Glen Eira municipality has a unique neighbourhood overlay that allow for extremely reduced timeframes where development approvals can be granted within 6 weeks, less than half the typical time required for such approvals in other areas. Coda off market opportunities within these areas for future projects using the same blueprint.

The townhouse development is unique in that it provides residents and advancing Melbourne location. Each of the 4 townhouses have been appraised by Hodges at a value of approximately $600,000. The proposed units will be constructed with the tenant in mind, each having two bedrooms, a garage and a small, private open area. Surrounded in practically all directions by a number of parks, all within a 1km radius, this planned development is a perfect opportunity for investors to engage with real estate construction in a strong and continually growing region. The project requires a $300,000 investment for a 100 Class A Shares with a simple annual interest rate of 30%.

GLEN EIRA 60

FEB 14

JAN 14

DEC 13

NOV 13

OCT 13

SEP 13

AUG 13

JUL 13

JUN 13

M AY 1 3

APR 13

MAR 13

FEB 13

JAN 13

DEC 12

NOV 12

OCT 12

SEP 12

AUG 12

JUL 12

JUN 12

Current Status of the Project & Timelines LAND SETTLEMENT

TOWN PLANNING PROCESS

COMMENCE PRE-SALES PROCESS

FINANCE APPROVAL

CONSTRUCTION

RETURNS TO INVESTORS

L I Q U I D AT E & D I S S O LV E V E N T U R E

P R O J E C T S TAT U S - Land contracts signed and deposit paid - The planning being submitted and is expected to be approved in June/July 2013 under the fast track planning for the city of Glen Eira. - Marketing is expected to start July 2013 - Construction expected to commence August 2013 with Practical completion December 2013

GLEN EIRA 61

Glen Eira Exterior Plans + Photos Ge

GLEN EIRA 62

SITE & GROUND FLOOR PLAN

Ge Bw

I CAK GBLREUNN SEWI R 63

E L E VAT I O N S

Ge Bw

I CAK GBLREUNN SEWI R 64

Subject site

Ge Bw

I CAK GBLREUNN SEWI R 65

A neighbourhood note: Glen Eira The City of Glen Eira is a prime location for development and investment in a robust and proven real

opportunity for construction in an area with very high auction clearance rates, representing strong demand for limited housing and apartment developments. Unit clearance rates of 67.3% are relatively high and somewhat driven by continual downward pressure on interest rates.

HOUSES

UNITS

$â&#x20AC;&#x2122;000

- Long historical low price volatility with moderate growth of up to 5.6% p.a

800 MEDIAN PRICES $â&#x20AC;&#x2122;000

741

420

700

- Auction clearance rates of 65.9% p.a and 67.3% p.a for houses and units respectively.

600 LONG TERM TREND%

5.6

4.4

500

- Average 65 days on market for houses and 70 days on market for Units.

400

A U C T I O N C L E A R A N C E R AT E S %

65.9

67.3

300

- 11.3% growth in population since 2006.

200

D AY S O N M A R K E T

100

2005

DISCOUNTING

N/A

2006

2007

2008

2009

2010

2011

2012

2013

N/A HOUSES

UNITS

GLEN EIRA 66

Mature demographic looking for stand alone properties AGE GROUP

TRANSPORT TO WORK

DWELLING STRUCTURE

N AT U R E O F O C C U PA N C Y

46% of the suburb's population is over 40

56% travel by car

Separate dwellings in line with project plan

71% own or purchasing

OTHER

F U L LY OWNED S E PA R AT E TRAM

60+

HOUSE

CAR

DID NOT GO TO WORK

RENTED

F L AT

PURCHASING

20-39 40-59

OTHER

SEMI / TERRACE

- Older, retiree market with larger percentage of 40+ - Car parks as part of development, important for local community

GLEN EIRA 67

Ownership & Title Details No 31 Prince Edward Avenue is titled as Lot 76 on LP 7797 Subject site is zoned Res 1 The subject sites currently has a 1 level residential dwelling on it The subject site is under the Glen Eria Neighbourhood Planning Overlay which allows for more than 2 dwellings on an existing site

GLEN EIRA 68

Financial Projections The Prince Edward project is expected to generate $2,300,000 in revenue over the life of the project, estimated to be completed within

industry in which the Company operates as well as general economic conditions and interest rates. Actual performance or events may be materially different from those expressed or implied in those statements.

date of this Offer Document.

contribute to the possibility those predictions, forecasts, projections and other forward-looking statements will not occur.

GLEN EIRA 69

Summary of Project Cash Flow REVENUE

2 months FY‘13 Jun 12

Project total

Studios

1-Bedroom Apartments

2,300,000

2-bedroom Apartments

3-Bedroom Apartments

Sales revenue

2,300,000

GST paid

(125,455)

NET REVENUE

2,174,545

(13,750)

(19,251)

(33,001)

Construction Costs

(497,350)

Council Rates

(25)

Water & Sewer

(316)

Land Tax

Selling Fees

(69,000)

Other Costs

(4,000)

(57,250)

(61,250)

Contingency Costs

(2,033)

(46,905)

(48,938)

839

59,916

60,755

Consultants' Fees

COSTS

8 months FY‘14 Feb 14

GST refunded Net Costs Before Interest

(18,944)

(630,181)

(649,125)

Net project cash flow before interest

(18,944)

1,544,364

1,525,420

(1,287)

(77,659)

(78,946)

(75,000)

Interest on Debt Facility Paid Interest on Mezzanine Facility Paid Net total costs

(20,231)

(782,840)

(803,071)

Net project cash flow

(20,231)

1,391,705

1,371,474

Cash from Investing Activities:

Land Purchase

(50,000)

(920,270)

(970,270)

Net Cash Flow from Investing Activities

(50,000)

(920,270)

(970,270)

Cash from Financing Activities: Debt Drawdown(Repayments)

68,944

(68,944)

Equity Raisings

300,000

(300,000)

Net Cash Flow from FinancingActivities

368,944

(368,944)

Total Net Cash Flow For Period

298,713

102,491

401,204

298,713

401,204

Cash Flow at the Beginning of Period Cash Flow at the End of Period Project Margin = Total Revenues - Total Investments & Costs

401,204

Capital Structure Retained Earnings Bank Debt Mezzanine Financing

2,500,000

2,000,000

1,500,000

1,000,000

500,000

Month

GLEN EIRA 71

Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

2,500,000 2,000,000 1,500,000 1,000,000 500,000 -500,000 -1,000,000 -1,500,000 1

Month

GLEN EIRA 72

Cumulative Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 -500,000 -1,000,000 -1,500,000 -2,000,000 -2,500,000 1

Month

GLEN EIRA 73

T R E A S U R E AT S A N D R I N G H A M BEACH – THE OPPORTUNITY IS TO RIDE THE UPLIFT ON THE RE-ZONING OF THE PROPERTY AS WELL AS THE DEVELOPMENT

Heritage listed facade to form the face of a modern building KELLOR EAST

CAROLINE SPRINGS

THOMBURY

IVANHOE

FITZORY NORTH

FA I R F I E L D

B A LW Y N NORTH

Unique mixed zone asset, potential to build 90 apartments, located in Harston Street, Sandringham

C A R LT O N

Land purchased with rental income at 10% of the purchase price enabling holding costs to be covered during the planning process

MELBOURNE HAWTHORN EAST

A LT O N A N O R T H

A LT O N A C O A S TA L PA R K ST KILDA

Village Structure Plan as a future mixed zone

M A LV E R N EAST

CARNEGIE

Site may be sold at point of re-zone prior to development or fully developed

Close to transport, shopping strip and the beach

CHADSTONE

BRIGHTON

PORT PHILLIP BAY C L AY T O N

BENTLEIGH

HAMPTON SANDRINGHAM

BLACK ROCK

KARKAROOK PA R K

SANDRINGHAM 75

OVE

Deal Summary

Asset Summary

Total Project Revenue, incl. GST, $

39,375,000

Location

Harston St., Sandringham

Total Development Budget (ex. Land), incl. GST, $

25,464,984

Type of Properties Developed

Land Subdivision / Residential Apartmentsam

Land Acquisition Costs, $

4,000,000

Expected NO. of Apartments / Units Built

Interest Expenses, $

2,081,297

Average Size of an Apartment / Unit, sq. m.

50 - 65

Mezzanine Financing Required, $

2,500,000

Net Sellable Area, sq. m.

5,280

Maximum Bank Debt Exposure, $

22,743,616

Expected Revenue / sq. m., incl. GST, $

7,500

Annual simple interest rate, %

Exit Horizon, months

Investment Highlights

Medium-term exit horizon Majority shareholding offered

Class A Units in the Unit Trust issued

100

Class A Units in the Unit Trust offered

100

Class A Unit Offer Price, $

Total Project Revenue, incl. GST, $

25,000

ROSEBUD

39,375,000

HASTI

SANDRINGHAM 76

The Harston opportunity is to participate in a large COUROS development of up to 90 apartments

Diamond in the rough at Sandringham beach â&#x20AC;&#x201C; The Harston opportunity is to participate in this large, up to 90 apartment d e v e l o p m e n t , a l l w i t h i n a s e a b r e e z e o f M e l b o u r n e â&#x20AC;&#x2122;s b e a c h e s

The Harston project involves the development of a suite of apartments in the neighbourhood of Sandringham. The feature of this development is the heritage listed tram station on Harston Street which will be a feature of the site. The location will be converted into with bay views. The Sandringham opportunity has two distinct stages. The Harston component, and the opportunity outlined in this document, represents stage two which is the property development opportunity. However there may also be an opportunity to participate in the land. More information is available regarding this initial state on

to two bedrooms, over areas varying from 50m2 to 65m2. Those apartments facing the southern end would see a premium due to their exceptional bay views. Surrounding the proposed site are a number of gardens, including the Trey Bit reserve, with a walking track, oval, the local yacht club and marina. Adjacent to the central Sandringham commercial district, the development of a modest apartment complex by the foreshore reserve is an ideal opportunity for investment in a strong and stable region. The project requires a $2,500,000 investment for a 100 Class A Units with a simple annual interest rate of 30%.

include this aspect. The suburb of Sandringham is a stable and growing neighbourhood poised for further investment in the suggested development of several levels of apartments. Just 200m from the bay and bordering the Sandringham Train Station, this site represents an excellent development opportunity and an ideal growth prospect for investors. The suggested development has apartments ranging from one

SANDRINGHAM 77

OCT 13

NOV 13

DEC 13

JAN 14

OCT 16

NOV 16

DEC 16

JAN 17

M AY 1 5

SEP 13 SEP 16

APR 15

AUG 13 AUG 16

MAR 15

JUL 13 JUL 16

FEB 15

JUN 13 JUN 16

JAN 15

M AY 1 3 M AY 1 6

DEC 14

APR 13 APR 16

NOV 14

MAR 13 MAR 16

OCT 14

FEB 13 FEB 16

SEP 14

JAN 13 JAN 16

AUG 14

DEC 12 DEC 15

JUL 14

NOV 12 NOV 15

JUN 14

OCT 12 OCT 15

M AY 1 4

SEP 12 SEP 15

APR 14

AUG 12 AUG 15

MAR 14

JUL 12 JUL 15

FEB 14

JUN 12 JUN 15

Current Status of the Project & Timelines LAND SETTLEMENT

TOWN PLANNING PROCESS

COMMENCE PRE-SALES PROCESS

FINANCE APPROVAL

CONSTRUCTION

RETURNS TO INVESTORS

L I Q U I D AT E & D I S S O LV E V E N T U R E

P R O J E C T S TAT U S - Contracts currently being signed with settlement expected in August 2013Planning is being submitted - The strategy is to rezone with a town-planning permit for the subject site

SANDRINGHAM 78

Sandringham Exterior Plans + Photos Sr

SANDRINGHAM 79

Subject site

Sr Bw

SAB NRDURNISNWGI C HKA M 80

A neighbourhood note: Sandringham The Sandringham development is placed in an opportune location for extensive development amidst the number of local clubs, parks, ovals and the marina just a short walk away. Complementing its ideal residential positioning is the added convenience of living adjacent to the Sandringham Train Station, excellent for residents commuting north.

HOUSES

UNITS

HOUSES

$â&#x20AC;&#x2122;000

UNITS

- Blue chip area with reduced

1000 MEDIAN PRICES $â&#x20AC;&#x2122;000

906

425

900

- Housing clearance rates of 62.5%

800 LONG TERM TREND%

4.1

- 7.1% population growth since 2006

700

600

A U C T I O N C L E A R A N C E R AT E S %

62.5

500

400

D AY S O N M A R K E T

108

300

200

DISCOUNTING %

8,8

N/A

100

2005

2006

2007

2008

2009

2010

2011

2012

2013

SANDRINGHAM

Statistics are 12 months to January 2013 sourced from Homepriceguide.com.au

A diverse & affluent demographic AGE GROUP

TRANSPORT TO WORK

DWELLING STRUCTURE

N AT U R E O F O C C U PA N C Y

53% are above 40

58% use car to get to work

Two thirds are separate houses

Large rental market

OTHER

60+

TRAM F U L LY

OTHER

OWNED TRAIN

S E PA R AT E

CAR F L AT

HOUSE

RENTED

DID NOT GO TO WORK

PURCHASING 40-59

20-39

SEMI /

OTHER

TERRACE

- Demographically stable - Valuable land given the proximity to Trey Bit reserve, marina, number of parks / ovals and the convenience of living right by a train station (especially for apartment residents)

SANDRINGHAM 82

Ownership & Title Details - Subject Site Vol 10525 Fol 180 - Current zone is Public Use use and under the Sandringham Village Plan up to 4 levels of built form.

SANDRINGHAM 83

Financial Projections The Harston project is expected to generate $39,375,000 in revenue over the life of the project, estimated to be completed in approxi$7,828,719.

sales, capital and resource requirements. date of this Offer Document. Except for historical information, there may be matters in this section that are forward-looking statements. Such statements are only predictions and are subject to inherent risks and uncertainty. By its nature, forward-looking information involves numerous assumptions, contribute to the possibility those predictions, forecasts, projections and other forward-looking statements will not occur.

SANDRINGHAM 84

COSTS

REVENUE

Summary of Project Cash Flow 2 months FY‘13 Jun 13

12 months FY‘14 Jun 14

12 months FY‘15 Jun 15

13 months FY‘16 Jul 15

Project total

Studios

1-Bedroom Apartments

13,125,000

2-bedroom Apartments

26,250,000

3-Bedroom Apartments

Sales revenue

39,375,000

GST paid

(3,261,364)

NET REVENUE

36,113,636

Consultants' Fees

(1,314,397)

(411,468)

(102,867)

(1,828,732)

Construction Costs

(1,142,954)

(14,092,640)

(3,634,407)

(18,870,001)

Council Rates

(8,371)

(6,978)

(15,349)

Water & Sewer

(632)

(105)

(737)

Land Tax

Selling Fees

(1,968,750)

Other Costs

(5,263)

(108,611)

(86,124)

(200,000)

(399,998)

(263)

(312,923)

(729,960)

(295,655)

(1,338,801)

78,648

1,458,356

681,744

2,218,748

Net Costs Before Interest

(5,526)

(2,800,237)

(13,870,839)

(5,527,018)

(22,203,620)

Net project cash flow before interest

(5,526)

(2,800,237)

(13,870,839)

30,586,618

13,910,016

(41)

(387,267)

(1,334,619)

(359,370)

(2,081,297)

(1,812,500)

Net total costs

(5,567)

(3,187,504)

(15,205,458)

(7,698,888)

(26,097,417)

Net project cash flow

(5,567)

(3,187,504)

(15,205,458)

28,414,748

10,016,219

Contingency Costs GST refunded

Interest on Debt Facility Paid Interest on Mezzanine Facility Paid

Cash from Investing Activities:

Land Purchase

(4,000,000)

Net Cash Flow from Investing Activities

(4,000,000)

Cash from Financing Activities:

Debt Drawdown(Repayments)

5,526

6,492,735

13,870,833

(20,369,094)

Equity Raisings

2,500,000

(2,500,000)

Net Cash Flow from FinancingActivities

2,505,526

6,492,735

13,870,833

(22,869,094)

Total Net Cash Flow For Period

2,499,959

(694,769)

(1,334,625)

5,545,654

6,016,219

2,499,959

1,805,190

470,565

2,499,959

1,805,190

470,565

6,016,219

Cash Flow at the Beginning of Period Cash Flow at the End of Period Project Margin = Total Revenues - Total Investments & Costs

6,016,219

Capital Structure Retained Earnings Bank Debt Mezzanine Financing

40,000,000 35,000,000 30,000,000 25,000,000 20,000,000 15,000,000 10,000,000 5,000,000 1

Month

SANDRINGHAM 86

Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

50,000,000 40,000,000 30,000,000 20,000,000 10,000,000 -10,000,000 -20,000,000 1

Month

SANDRINGHAM 87

Cumulative Project Cash Flow Revenue Net Interest Expenses Net GST Cost Other Costs Construction Costs Land Purchase

50,000,000 40,000,000 30,000,000 20,000,000 10,000,000 -10,000,000 -20,000,000 -30,000,000 -40,000,000 1

Month

SANDRINGHAM 88

Project Team I THE DEVELOPMENT MANAGER

J A M E S PA N T H E R Director of Operations organisational strategy and project management. With experience in the successful delivery of complex multi-million dollar IT projects, James is responsible for coordinating Coda Property's day-to-day business operations.

DIGBY HICKLING Executive Director

REX WARNES Sales Manager

Coda Property was founded by Digby Hickling in 2010 with the objective of capitalising on the property market in Victoria focusing on the development of strategic, high-growth sites. With over 20 years experience, Digby has been involved in the investment and delivery of several large residential projects with a combined GRV of $100m.

Working for some of the leading builders including Simonds Homes, Burbank Homes and AV Jennings, Rex Warnes has worked in the building and property industry for the past 35 years.

Digby has a background in marketing building products to the industry as well as developing go-to-market strategies for property developers.

Real Estate Agent. Since 2010, Rex has worked closely with Coda Property and is responsible for the sales and marketing components on behalf of the Company and organises the selling of Company apartments.

Under Mr Hickling's leadership, the Company has secured well considered development sites off-market and on favourable terms. In 2006, Digby partnered with CVC Venture Managers on the successful development of the Lakehouse and Marina Apartments projects. 89

Project Team II THE ARCHITECT/DSIGNERS

SURVEYOR

QUANTITY SURVEYOR

ENGINEER BUILDER

PROJECT MANAGER

TOWN PLANNING

TRAFFIC FINANCIER ESD

Previous Projects T HE

TEAM AT

C ODA P ROPERTY

H A V E R E C E N T LY B E E N

I N V O LV E D I N A N U M B E R O F S U C C E S S F U L P R O J E C T S I N C L U D I N G

L AKEHOUSE

AND

M A R I N A A PA R T M E N T S . T H E S E

C L O S E LY A L I G N W I T H T H E

PROJECTS

OPPORTUNITIES OUTLINED IN THIS

D O C U M E N T A N D E C H O T H E C O M PA N Y ’ S S T R AT E G Y O F P U R C H A S ING HIGH QUALITY,

UNDERVALUED ASSETS CLOSE TO THE

M ELBOURNE C B D . T HE I N G A P P R O X I M A T E LY

LARGE SCALE PROJECTS, UNITS EACH,

COMPRIS-

ARE DEVELOPED TO

GENERATE STRONG RETURNS TO INVESTORS.

T HE

MOST

RECENT PROJECTS DELIVERED RETURNS IN EXCESS OF

50%.

Lakehouse The Lakehouse development represented a 3,000 m2 high density, mixed-use, waterfront site adjacent to Edgewater Lake, Edgewater. Real Estate Agent was sought and granted. The project was completed March 2011. REVENUE (EX GST)

$37.06M

SELLING COST

($1.35M)

DEVELOPMENT COSTS

($23.99M)

INTEREST (ALL SOURCES)

($3.53M)

CONTINGENCY

($ 0.91M)

PROFIT

2.38M

EQUITY INVESTOR RETURN

50%

ASSETS HELD - FUNCTION CENTRE

$4M

Marina Apartments The site for the Marina Apartments project was purchased from Capital, as a high-density, irregular waterfront site adjacent to Edgewater Lake, Maribyrnong.

was sought and granted to amend the scope to 62 apartments over All apartments were sold prior to construction which commenced in September 2010. The project was completed on budget and on time, with settlements occurring March 2012.

apartments over four levels. After purchase of the site, a permit

REVENUE (EX GST)

$33.72M

SELLING COST

($1.15M)

DEVELOPMENT COSTS

($21.89M)

INTEREST (ALL SOURCES)

($3.53M)

CONTINGENCY

($ 0.85M)

PROFIT

6.89M

EQUITY INVESTOR RETURN

70%

Current project:

The View

within the Cardinia Lakes Estate. With close proximity to amenities including schools, a kindergarten, supermarket and community centre, the site was purchased off Peet Limited in late 2010. The project has planning approval for 82 townhouses, featuring individual facades, three and four bedrooms, 2.5 bathrooms, double garages and compact allotments with landscaped gardens.

approval which has minimised the market risk. Civil engineering is underway. THE VIEW REVENUE (EX GST)

$5.2M

SELLING COST

($.26)

DEVELOPMENT COSTS

($3.2M)

INTEREST (ALL SOURCES)

($.4M)

PROFIT

$1.4M

T H E V I E W â&#x20AC;&#x201C; S TA G E 2 1 PA R T C O N T R A C T ( C I V I L S C O M P L E T E M A R C H 2 0 1 3 ) REVENUE (EX GST)

$13.5M

SELLING COST

($.38)

DEVELOPMENT COSTS

($9.5M)

INTEREST (ALL SOURCES)

($.5M)

PROFIT

$3.12M

Observable multiples of listed Australian property developers C O M PA N Y D E TA I L S

B ECTON P ROPERTY G ROUP L TD

Becton Property Group Limited engages in the development and construction of properties in Australia. It primarily develops commercial, residential, and hotel properties.

99.7

P EET L IMITED (ASX:PPC)

Peet Limited engages in the land development, funds management, and land syndication activities in Australia. It purchases and develops land for residential and non-residential use; and invests in retail and commercial properties.

96.4

493.4

C I C A USTRALIA L IMITED (ASX:CNB)

CIC Australia Limited, together with its subsidiaries, engages the acquisition, subdivision, development, construction, and sale of real estate properties. The company primarily operates in the residential sector.

76.2

V ILLA W ORLD L IMITED ( A S X : V LW )

Villa World Limited engages in the development and sale of house and residential land packages, and integrated housing to builders and consumers primarily in Queensland and Victoria, Australia.

16.7

82.4

F INBAR G ROUP L IMITED (ASX:FRI)

engages in the development of medium to high density residential apartments and commercial properties in Western Australia.

8.64

285.6

C EDAR W OODS P ROPERTIES L TD (ASX:CWP)

Cedar Woods Properties Limited engages in property investment and development activities in Australia. It develops and sells lots and units at its residential estates in Western Australia and Victoria.

6.77

374.9

AVJennings Limited engages in the residential development activities in Australia. It is involved in the land and apartments development, home building, integrated housing, and home improvement activities.

171.5

AV J ENNINGS (ASX:AVJ)

L IMITED

EV / EBITDA

M ARKET C A P I T L I S AT I O N

C O M PA N Y

Deal Structure & form of Purchase DEAL STRUCTURE - MECHANICS OF THE OFFER It is proposed that the transaction will be effected by the investor acquiring Preference Shares and Units in the Coda Property related entities associated with each individual project, that is to be formed in relation to this Offer. The Vendors propose the acquisition is for shares in each of the following individual entities: 1. 100 of 100 Class A Shares in the Brunswick Apartments, relating to the Brunswick development project in exchange for $2,000,000; 2. for $1,600,000; 3. 100 of 100 Class A Shares in the Prince Edward Villas company, relating to the Prince Edward development project inexchange for $300,000; 100 of 100 Class A Units in the Sandringham Unit Trust (to be formed), relating to the Sandringham development project in exchange for $2,500,000;

capital investment in the development, in priority to any distributions of net income from the trust fund, made to any other class of Units and Shares in the Coda Property related entities as disclosed in this Offer Document.

however shall not hold any right to vote in any meetings of Unit and Share Holders or on any resolutions. Class A Shares and Units will also entitle the investor to a guaranteed rate of return of 30% per annum, calculated on a simple interest basis on the initial capital investment. At the completion of the development, subject to the availability of equal to its investment rate of return (approximately 30%) on its initial capital investment by way of distribution of net income of trust fund, again in preference to the Class B Unit and Share Holders.

Each proposed transaction should be treated as a separate entity. Any investment in a single entity will be treated as an independent investment without reference to any other unit trust outlined in this Offer. Class A Shares and Units (Initial Capital and Income Shares and Units) will entitle the investor to a guaranteed return of their initial 96

Material Contracts BRUNSWICK

MCKINNON

- Town Planning - Tract appointed - Architect - Jackson Clements Burrows - Appointed - Surveyor - Taylors Development Strategists - Appointed

- Designer - Cornall Design - appointed

SANDRINGHAM - Geo Tech - Coffeys to be appointed yet to be appointed

- Town Planning - Tract - appointed

FA I R F I E L D - Town Planning - Tract - appointed - Architect - Metaxas - appointed

- Geo Tech - Coffeys - appointed - Valuer - Land Mark White - appointed

- Geo Tech - Coffeys to be appointed

Non-binding bids Indicative non-binding offers will be submitted by potential purchasers prior to being granted access to due diligence information. capability to complete the purchase; to enable the vendor and his advisors to make an informed assessment as to whether to include the bidder in a short list for access to due diligence. Interested parties should submit their indicative, non-binding offer in the following format: 1. Identity of interested parties:

5. Internal approval processes: Please provide details of any internal approval processes required to complete the transaction; 6. Conditions precedent: Please list and describe in detail any and all conditions precedent attaching to your bid and how you provide to satisfy them; Please be aware that offers containing fewer conditions precedent will be viewed by the vendor as more favourable.

interested parties and their interest in Coda Property related entities as disclosed in this Offer Document; 2. Supporting parties: Where a consortium or structured bid is being made, please provide details of the relevant bankers, sharehold

The vendor will facilitate site visits but requires details of those parties who will be attending the visit; this stage. Therefore any parties wishing to view the site should indicate so in their bid.

3. Contact details: Please provide full contact details for the principal point of contact for your bid;

Due diligence process As a part of standard due diligence process, the following arrangements will apply: Short listed parties will be given access to a virtual data room containing relevant due diligence documents. A copy of the data room index will be made available to interested parties short listed for due diligence on receipt of their indicative offer;

management team; Parties will have the opportunity to submit questions in relation to the due diligence materials through Tauro Capital Partners; and Tauro Capital Partners will facilitate responses to interested parties questions.

Parties will have access to site inspections;

Under no circumstances are potential purchasers to make direct

Parties will have the opportunity to interview members of the senior

suppliers.

Binding bids During the due diligence phase interested parties will be issued with a draft sale of Securities purchase agreement setting out the terms and conditions in which the vendor proposes that the sale of 100% of Class A Shares and Units in Coda Property related entities as disclosed in this Offer Document will proceed. During the due diligence phase it is envisaged that the parties will also discuss material changes to the sale agreement so that completion of the transaction can promptly follow.

bids will be unconditional (that is, free of any necessary approvals

the transaction documentation may occur after lodgement of binding bids. Consideration for the transaction will be in cash only and denominated in Australian dollars. The vendor reserves the right to discuss with any potential purchaser the terms of its offer, to negotiate with one or more potential purchasers with respect to their offers and to amend or modify the procedures outlined above. The vendor reserves the right, in its sole and absolute discretion to reject any and all offers and to terminate discussions and negotiations regarding any offer anytime. 99

Terms of Sale Potential purchasers should be aware of the following non-negotiable terms and conditions regarding the acquisition of the 100% Class A Shares and Units in Coda Property related entities as disclosed in this Offer Document.

there has been no reliance on information or representations which organisations), Tauro Capital Partners, Tauro Capital Pty Ltd or any employees, advisers or agents and that the purchaser has relied

The purchaser must acknowledge that, save for those warranties expressly provided by the Vendor in the investment agreement,

warranties will be provided other than expressed in the investment

Sales Process, Opening & Closing Dates The Opening Date of this offer is the 1st June, 2013 at 9 AM ESDT and the Closing Date will be the 1st of December, 2013, ESDT, unless fully subscribed earlier.

1. Bidders lodge expressions of interest and executed 2. Release of Offer Document

The above date is indicative and subject to change. The Vendors reserve the right to change the dates and times of the offer without notice, whether fully subscribed or not.

3. Indicative non-binding bids submitted to Tauro Capital Partners

The Vendors also reserve the right to extend the closing date for binding and non-binding bids without prior notice. Prospective investors are encouraged to submit binding and non-binding bids as early as possible.

5. Access to due diligence materials and investment agreement 6. Requests for further information close

The sales process is outlined below:

100

Risk Analysis I commercialisation phase of its development, the Directors believe that investment in the Company remains speculative. Many of the ments risk reduction strategies where possible.

Prospective investors should consider whether unlisted Securities in form of Units in unlisted Unit Trust and Shares in unlisted Private Companies are an appropriate investment and, if in any doubt, professional advisor.

the Company to capitalise the next phase of activity.

RISK

D UE

R I S K M I T I G AT I O N

TO UNFORESEEN

C I R C U M S TA N C E S , THE DEVELOPMENT EXCEEDS THE BUDGET

T HE

COSTS OF THE

PROJECT ARE HIGHER THAN EXPECTED

guaranteed maximum price contract will be agreed with the builder beforehand. The Company has run a sensitivity analysis for each project to assess the impact of cost increases. These are outlined in this document and still show solid returns for the investor. Conservatively each project has budgeted a 3% escalation on construction costs and a 5% contingency.

AN AUTHORITY WITHHOLDS ANY APPLICABLE DEVELOPMENT APPROVAL OR CONSENT, AND THE DEVELOPMENT IS NOT ABLE TO PROCEED

A CTUAL

SALE PRICE IS

LOWER THAN THE PROJECTED SELLING PRICE

scenario are based on the absolute minimum pricing of comparable properties in the region. The company already has established pipelines of likely buyers which mitigates this risk. In addition, the location and size of the projects are expected to increase likely interest from buyer groups wanting these products.

101

Risk Analysis II RISK

S LOW

R I S K M I T I G AT I O N

The Company has in place an alternative marketing plan that will generate required and planned level of sales.

SALES

I LLIQUIDITY

OF THE

INVESTMENT

D E L AY S

IN CONSTRUCTION

Property is an illiquid investment vehicle and the assets may not be readily convertible into cash unless underlying assets are sold. Investors may not be able to realise investment unless the underlying asset is sold.

Property development carries inherent risks including market and economic cycles. There is a delivery risk including the ability of the builder to complete the project and meet the expected budget and timeframes. Delays in construction and increases in cost may erode returns on the project. As per above, an additional 5% has been added to construction costs. In addition, the builders who are engaged to work on the projects will have a tripartied agreement between the Company and the bank. This

Current economic conditions have resulted in reduced availability of bank funding for real estate projects. The Company will use bank funding on this project. Borrowing V A R I AT I O N S

IN THE BORROWING

A N D I N T E R E S T R AT E

of the development. Bank funding will be sort for each project. As a contingency the Company has access and relationships with private funds which in most cases are only slightly above the bank rates. General economic factors may have an adverse effect on the performance of the project. A slowdown or decline in economic growth may cause a reduction in the actual

E CONOMIC F ACTORS

past and the policy is not too. Given the terms that the these sites have been purchased, if take up rates are slower than expected it is not a big impost on the project.

There can be no guarantee that the Company will achieve its stated objectives or that any forward-looking statements will eventuate. Accordingly, an investment in the Company should be regarded as speculative. This information does not purport to be a comprehensive statement of all risks; an investor should seek and obtain professional advice prior to deciding whether or not to invest in a Coda Property project.

102

Financial Reporting to Share and Unit Holders The development manager of the Coda Property projects will ensure

made readily available to the Board and its Shareholders. The -

be made readily available to the Board and the Shareholders that will be incorporated in relation to the Coda Property project. The Company will produce a monthly budget for all stages of the project development. The Company itself will ensure that in accordance with its duties

Ownership Structure The Directors, present owners and existing shareholders have invested considerable money, time and effort in research, development, intellectual property, contracts, processes and systems of the

contribution they will retain 100% ownership in each individual companies from the outset in form of Class B Shares and Units.

Legal Jurisdiction This Offer Document does not constitute an Offer of Securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Offer Document or make the Offer. It is the responsibility of any Applicant outside Australia to ensure compliance with any laws relevant to their Application. Any such Applicant should consult professional advisers as to whether any government

or other consents are required or whether any formalities need to be observed to enable them to apply for and be allotted any Securities. Offer or to otherwise permit a public Offering of the Securities on offer in any jurisdiction outside Australia.

103

Glossary of Terms $ means Australian dollars

I N V E S T O R M E E T I N G means a meeting between the Company and potential investors which is organised for the purpose of investing in an Offer conducted by the Company or its accredited Consultant and not held at premises of any potential investor.

ASIC

O F F E R D O C U M E N T means this document dated 12 July,

B I N D I N G B I D means a binding bid to acquire units offered under this Offer Document

Offer Document made by the Company

This glossary of terms is provided to assist persons in understanding some of the expressions used in this Offer Document.

B O A R D means the board of directors of the Company duly C A P I T A L I S E D V A L U E means the quantity of units on offer by the current offer price

O P E N I N G D A T E means the opening date of the Offer as shown on the front cover of the Offer Document O V E R S E A S I N V E S T O R is an investor that is domiciled overseas S H A R E and U N I T H O L D E R S â&#x20AC;&#x2122; A G R E E M E N T refers

C L O S I N G D A T E means twelve months from the Opening Date of the Offer Document C O M P A N Y means the Special Purpose Vehile to be established under the name of Coda Property Unit Trust and as shown on cover of the Offer Document

Unit holders which more particularly describe the rights, entitlements and interests of each Share and Unit Holder in each Coda Property related entity as disclosed in this Offer Document S O P H I S T I C AT E D A N D P R O F E S S I O N A L I N V E S T O R S means those terms ascribed under Sections

C O N S T I T U T I O N means the constitution of the Company and all the amendments thereto C O R P O R A T I O N S A C T or the A C T means Corporations Act 2001(Cth) including the Corporations Regulation 2001 (Cth) as amended from time to time D I R E C T O R S mean the directors of Coda Property Pty Ltd 104

Who to Contact Simon Ward Managing Director Tauro Capital Partners

Melbourne, VIC 3000 Ph: (03) 8602 8888

Email: sward@taurocapital.com.au Web: www.taurocapital.com.au 105

Director’s Declaration T HE D IRECTORS

HAVE MADE REASONABLE ENQUIRIES TO ENSURE

T H AT T H E R E I S N O M AT E R I A L S TAT E M E N T I N T H I S MENT

WHICH

FALSE

MISLEADING. T HEY

O FFER

HAVE

D OCU-

ALSO

MADE

R E A S O N A B L E E N Q U I R I E S T O E N S U R E T H AT T H E R E I S N O M AT E R I A L OMISSION FROM THE

T HE D IRECTORS

O FFER D OCUMENT.

REPORT

T H AT ,

AFTER DUE ENQUIRY BY THEM, OF

ANY

T HE D IRECTORS HAVE CONSENTED TO THE O FFER AND THE ISSUE OF THIS O FFER D OCUMENT. T HIS O FFER D OCUMENT IS SIGNED BY THE E XECUTIVE D IRECTOR OF C ODA P ROPERTY P TY L TD.

C I R C U M S TA N C E S

T H AT

THE

D AT E

SIGNING,

THEY HAVE NOT BECOME AWARE IN

THEIR

OPINION

M A T E R I A L LY

A F F E C T S O R W I L L M A T E R I A L LY A F F E C T T H E A S S E T S A N D L I A B I L I TIES, FINANCIAL POSITION, PROFITS AND LOSSES OR PROSPECTS

C ODA P ROPERTY D OCUMENT. OF

OTHER THAN THOSE SET OUT IN THE

O FFER

106