GPT RE Limited in its capacity as responsible entity of the General Property Trust.
- GPT Funds Management 2 Pty Limited as trustee of a number of GPT trusts;
- Melbourne Central Custodian Pty Ltd as trustee of the Melbourne Central Unit Trust;
- GPT Pty Limited as trustee of the GPT Industrial Subsidiary Trust No 2;
- GPT Hunter Custodian Pty Limited as trustee of the Hunter Trust.
Deed Poll for Registered Securities dated 30 June 2010, as amended on 13 January 2012 and 24 January 2013 and the Information Memorandum dated 24 January 2013.
Dated 18 August 2016.
Nature of the Bonds
The Bonds are direct, unsubordinated and unsecured obligations of the Issuer and rank at least without preference or priority among themselves and at least equally with all present and future unsubordinated and unsecured obligations of the Issuer except those mandatorily preferred by law.
3.657% per annum, payable semi-annually (in two coupons of 1.8285%) in arrears, on 24 February and 24 August in each year, including the Maturity Date.
24 August 2016
24 August 2026
Repayments at the Maturity Date
On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest.
Early Redemption by Issuer
- Yes, for tax reasons, where the Issuer is required to pay an additional amount as a result of a withholding imposed by the Commonwealth of Australia or a political subdivision within Australia.
- Yes, at any time after 24 February 2026 on the giving at least 30 days and not more than 60 days’ notice. Holders will receive principal and accrued interest up to, but not including, the early maturity date.
- Yes at any time prior to 24 February 2026 on the giving of at least 30 days’ and not more than 60 days’ notice. Holders will receive the greater of:
a) The outstanding principal amount and accrued interest up to, but not including, the early maturity date; and
b) The present value of the principal amount at the early maturity date plus the present value of all interest payments that would otherwise have been payable on the notes from the early maturity date to the scheduled maturity date. The present value is calculated by reference to a prevailing benchmark rate that is used for calculating the price of corporate bonds generally, plus a margin. That is, the value is discounted by a benchmark rate plus a margin.
Early Redemption by Bondholder
Change of Control - In certain circumstance, where there is a Change of Control and a credit rating downgrade of the Bonds below a certain rating, then holders of the Bonds can “Put” the Bonds back to the Issuer prior to the Maturity Date, in which case the Issuer is scheduled to pay holders 101% of the principal outstanding and accrued interest at the date of redemption.
The value of an investment in GPT Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect GPT’s financial performance. The following risks may also affect an investment in GPT Bonds:
- Liquidity Risk: An active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
- Interest Rate Risk: The value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
- Early Call Risk – the return on the bonds may be reduced if the Issuer exercises their Early Redemption right;
- Structural Risk: The Issuer has no material assets or sources of revenue except for claims against, and advances made to it by, other Group companies under intercompany loans and assets or liabilities under certain hedging arrangements;
- Obsolescence Risk relating to the industrial portfolio of the Group;
- Litigation Risks: Risks relating to litigation and regulatory actions;
- Default Risk: if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds.
Key benefits include:
- Interest paid semi-annually in arrears;
- Interest paid as 100% cash;
- Interest is not deferrable nor are interest payments discretionary;
- Rank equally with all other senior and unsecured creditors of the Issuer.
The Issuer and any Guarantor will procure that none of its Subsidiaries will, create or permit to subsist any Encumbrance on or over any of its assets except for any Permitted Encumbrance, unless either:
(a) all amounts payable by the Issuer under the MTNs are secured by an Encumbrance and ranking equally and rateably with the Financial Indebtedness secured by that Encumbrance; or
(b) such Encumbrance is approved by an Extraordinary Resolution.
Where a Permitted Encumbrance is, inter alia, any encumbrance that existed prior to the establishment of the debt programme, encumbrances that exist by operation of law, encumbrances in respect of assets that are acquired after the establishment of the debt programme, easements and like property interests that do not materially interfere with the use of that property, replacement encumbrances, encumbrances that are less than 180 days in duration, encumbrances over assets in respect of joint ventures, acquisitions or developments, flawed asset arrangements and encumbrances arising out of sale and leaseback arrangements.
(a) Gearing: Total Borrowings must not exceed 50% of Total Tangible Assets.
(b) Interest Cover: EBIT: Gross Interest Expense is not to be less than 2.0 times
Events of Default
Events of Default include:
- Failure to pay: Applicable with a cure period of 2 Business Days;
- Breach of Financial Covenants;
- Breach of Other Obligations: Applicable;
- Cross Default: Applicable, Threshold Amount is $15,000,000;
- Insolvency: Applicable;
- Winding up: Applicable to the General Property Trust or a Guarantor Trust;
- Creditors’ process: Applicable, Threshold Amount is $15,000,000;
- Unlawfulness: it is or becomes unlawful for the Issuer or any Guarantor to perform any of its obligations under the bond documentation;
- Repudiation: The Issuer or a Guarantor repudiates a bond document;
- Cessation of Payments: Applicable to the Issuer or the General Property Trust;
- In respect of a material part of its business;
- Responsible Entity: GPT RE Ltd ceases to be the Responsible Entity of the Trust or any step is taken to appoint a new or additional Responsible Entity of the General Property Trust;
- Controller Appointed: Applicable;
- Variation of the Constitution: A Trust Constitution or Company Constitution is amended in a way which is likely to have a Material Adverse Effect or which imposes a restriction on the right of indemnity in favour of the relevant trustee.
Public Offer Test Compliant
If a payment on the bonds is subject to a withholding tax under FATCA, no additional amounts will be paid by the Issuer, and a holder of the bonds will receive less than the amount the holder would have otherwise received.
Coupon Schedule to Maturity
- 24 February 2017
- 24 August 2017
- 24 February 2018
- 24 August 2018
- 24 February 2019
- 24 August 2019
- 24 February 2020
- 24 August 2020
- 24 February 2021
- 24 August 2021
- 24 February 2022
- 24 August 2022
- 24 February 2023
- 24 August 2023
- 24 February 2024
- 24 August 2024
- 24 February 2025
- 24 August 2025
- 24 February 2026
- 24 August 2026 - Maturity Date