Shopping Centres Australasia Property Group RE Limited as RE for Shopping Centres Australasia Retail Trust (Bond Issuer or Issuer)
Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851) as responsible entity of the Shopping Centres Australasia Property Management Trust (ARSN 160 612 626)
18 May 2017
Dated 31 May 2017
Nature of the Bonds
Direct, unsubordinated and unsecured obligations of the Bond Issuer and will at all times rank at least equally with all other unsecured and unsubordinated obligations of the Bond Issuer, except obligations mandatorily preferred by law.
7 June 2017
7 June 2024
Interest Rate and Interest Payment Dates
3.90% per annum, payable semi-annually (in two coupons of 1.45%) in arrears on 7 June and 7 December in each year, including the Maturity Date.
Repayment at Par on the Maturity Date
On the Maturity Date, bondholders are scheduled to receive the Face Value and the final Coupon Payment for the last Interest Period.
The value of an investment in the Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect the Bond Issuers financial performance. The following risks may also affect an investment in the Bonds:
- Credit risks associated with the Bond Issuer and any Guarantors;
- Lack of liquidity in the secondary market for the Bond Issuers Bonds;
- Interest rate risks – Bondholders may suffer unforeseen losses due to fluctuations in interest rates;
- Litigation risks – Risks relating to litigation and regulatory actions;
- Default risk – if an event of default occurs under the Bonds, or the Bond 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:
- Approximately 3.5 years remaining until Maturity Date;
- Interest paid semi-annually in arrears;
- Interest paid is fixed rate;
- 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 Bond Issuer.
Early Redemption by Issuer
- Yes, for tax reasons
- The Issuer may redeem all (but not some only) of the Notes before their Maturity Date (but only during the period from (but excluding) the Early Redemption Date to the Maturity Date) at their outstanding principal amount together with interest (if any) accrued to (but excluding) the Redemption Date, unless redemption occurs prior to the Early Redemption Date in which case the Redemption Amount is the Make Whole Amount Redemption Date means, in respect of a Note, the date on which the Note is or is to be (as the context requires) redeemed prior to its Maturity Date.
Make-Whole Amount means, in respect of a Note, an amount equal to the greater of: (a) the Denomination of that Note; and (b) (A) the present value at the Early Redemption Date of the principal amount of that Note, plus (B) the present value at the Early Redemption Date of all required interest payments that would otherwise be due to be paid on that Note from the Early Redemption Date through to the Maturity Date, in each case both (A) and (B) discounted to the Early Redemption Date on a semi-annual basis (assuming a 365-day year) and at the Reinvestment Rate. Reinvestment Rate means, in respect of a Note, the semi/quarterly coupon-matched asset swap rate expressed as a percentage per annum plus 0.5%.
Early Redemption by Bondholder
Bondholders can, in certain circumstances, redeem the bonds early if there is a Change of Control and subsequent credit rating downgrade.
Events of Default
Events of Default include:
- Failure to pay: default is made in the payment of any principal or interest due in respect of the Notes or any of them and such default continues for a period of five Business Days (in the case of interest) or two Business Days (in the case of principal);
- Breach of other obligations: an Obligor fails to perform or observe any of its other obligations under these Conditions and the failure continues for the period of 30 days following the service on the Issuer of a notice requiring the same to be remedied;
- Cross Acceleration: any Finance Debt of an Obligor in excess of $20,000,000 (or its equivalent) is accelerated or becomes due and payable prior to its scheduled maturity date, or the commitment for such Finance Debt is cancelled, as a consequence of an event of default (however described);
- Creditor’s Process: (i) any Security given by an Obligor as security for any Finance Debt is enforced in respect of an amount secured in excess of $20,000,000 or its equivalent and such process or action is not set aside within 30 Business Days; (ii) a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of an Obligor in respect of a debt in excess $20,000,000 or its equivalent and is not stayed, discharged or satisfied within 30 days;
(i) an Obligor is declared or becomes insolvent, is unable to pay, or admits inability to pay, its debts (or any class of its debts) as they fall due or;
(ii) a receiver, manager, administrator, liquidator or other similar official is appointed in relation to an Obligor over a material part of its property and such appointment is not discharged within 21 days;
(iii) an Obligor is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent;
(iv) any order is made by any competent court or resolution is passed for the winding up or dissolution of an Obligor other than an order made or a resolution passed for the purposes of a reconstruction, amalgamation or reorganisation where the Obligor is solvent;
- (v) any recommendation is made by the Financial Markets Authority to the Minister of the Crown who is responsible for administration of the Corporations (Investigation and Management) Act 1989 (New Zealand) that an Obligor that is incorporated in New Zealand or any associated person of that Obligor be placed in statutory management under that Act;
- (vi) an Obligor incorporated in New Zealand is declared to be a corporation at risk under the Corporations (Investigation and Management) Act 1989 (New Zealand);
- (vii) a statutory or judicial manager is appointed over all or any of the assets of an Obligor incorporated in New Zealand; or
- (viii) anything analogous to an event referred to in paragraphs (i) to (vii) above occurs under the laws of any relevant jurisdiction;
- Controller Appointed; a controller (as defined in the Corporations Law) is appointed in respect of the whole or any part (such part having a value of $5,000,000) of the assets of the Scheme;
- Judgement: a judgment or award is obtained and not set aside or satisfied within 15 Business Days against the assets of the Scheme, in an amount exceeding $10,000,000 unless and for so long as the Bond Issuer is diligently pursuing in good faith an appeal from the judgment or award;
- Scheme: the constitution of the scheme is rescinded or revoked or the Bond Issuer is in breach of the scheme constitution, is removed as the responsible entity of the scheme, or the scheme is otherwise wound up,
- Enforcement or attachment: distress, attachment, execution or other legal process is levied, enforced or sued out on, or a Security Interest is enforced, or becomes enforceable, against any part of the Scheme Property, and is not discharged or stayed within 30 days and which, in each such case, is in respect of an amount when aggregated with amounts in respect of any other such event occurring in the preceding 12 months is at least $5,000,000 unless (in the case of a Security Interest) and for so long as the enforcement or enforceability of the Security Interest is being diligently and in good faith disputed by the Bond Issuer;
- Cross default: (i) any other present or future indebtedness of the Bond Issuer for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity otherwise than at the option of the Bond Issuer; or (ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period (as initially agreed); or (iii) the Bond Issuer fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds $510,000,000 or its equivalent;
- Interest Cover Ratio: the Interest Cover Ratio is less than 2.00 to 1.00 as at a balance date;
- Gearing Ratio: the Gearing Ratio exceeds 50% as at a balance date.
Coupons to Maturity
- 07 December 2020
- 07 June 2021
- 07 December 2021
- 07 June 2022
- 07 December 2022
- 07 June 2023
- 07 December 2023
- 07 June 2024 - Maturity Date