Mirvac Group Finance Limited
Mirvac Limited, Mirvac Funds Limited as Responsible Entity of Mirvac Property Trust and various other entities of the Mirvac Group
Mirvac Commercial Paper and Medium Term Note Programme dated 2 October 2013
Dated 9 October 2013
Nature of the bonds
The Bonds are direct, unconditional, unsecured and unsubordinated debt obligations of the Issuer and rank and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer except liabilities mandatorily preferred by law.
Interest Rate and Interest Payment Dates
5.75% per annum, payable semi-annually (in two coupons of 2.875%) in arrears, on 18 March and 18 September in each year, including the Maturity Date.
Repayment at the maturity date
On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest for the last Interest Period.
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 value of an investment in Mirvac Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors
that may affect Mirvac’s financial performance. The following risks may also affect an investment in Mirvac Bonds:
- Mirvac’s financial performance and rating – a change in Mirvac’s financial condition or rating may impact on the market value and the transferability of the 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
- Interest rate risk – the value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
- 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; In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
Priority Financial Indebtedness (secured on the assets of the Group) shall not exceed 15% of Total Tangible Assets. Excluded from this are Permitted Security Interests which include
- Security Interests over the assets of a Joint Venture and any equity held by the Group (whether direct or indirect) in that Joint Venture;
- a Security Interest arising by operation of law in the ordinary course of business;
- any Security Interests existing solely on any interest in property acquired after the date of the Bond issue.
Early redemption by issuer
Yes, in certain circumstances, for tax reasons.
(a) Priority Financial Indebtedness (secured on the assets of the Group) shall not exceed 15% of Total Tangible Assets
(b) Interest Coverage Ratio (EBITDA: Finance Costs) to be greater than 2.0:1
(c) Total Leverage Ratio (Interest Bearing Debt:Total Assets) shall not exceed 0.47:1
Events of default
Events of Default include:
- Failure to pay: Applicable, with a cure period of 3 Business Days;
- Financial Covenants: Are not satisfied
- Breach of Other Obligations: Applicable;
- Misrepresentation: Any representation or statement made or deemed to be made by the Issuer under the Notes is or proves to have been incorrect, or misleading in any material respect
- Enforcement or Attachment: Applicable, with a Threshold Amount of A$30,000,000;
- Cross Default: Applicable, Threshold Amount is A$50,000,000
- Insolvency: Applicable in respect of a Guarantor or the Issuer;
- Obligations Unenforceable: Applicable.