Stockland Trust Management Limited as RE for the Stockland Trust (Bond Issuer or “Issuer”)
Stockland Corporation Limited
19 March 2001 as amended on 21 April 2005, 8 June 2007 and 18 February 2019
Dated 14 March 2019
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.
22 March 2019
22 March 2024
Interest Rate and Interest Payment Dates
3.30% per annum, payable semi-annually (in two coupons of 1.65%) in arrears on 22 March and 22 September 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
- At the option of the issuer for the Early Redemption Amount. Where the notes are redeemed within one month of the maturity date, the Early Redemption Amount will be the accrued unpaid interest up to the redemption date plus the outstanding principal. Where the notes are redeemed more than one month from the maturity date , the Early Redemption Amount will be the greater of (i) the outstanding principal amount of the notes and (ii) (A)the present value at the Early Redemption Date of the principal amount of those Notes, plus the present value at the Early Redemption Date of all requiredinterest payments that wouldotherwise be due to be paid on thoseNotes from the Early RedemptionDate through to the Maturity Date,in each case both (A) and (B) discounted to the Early RedemptionDate on an annual basis (assuming a365-day year).
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 for more than two days in the payment on the due date of interest or principal in respect of any of the MTNs;
- Breach of other obligations: the Issuer does not perform or comply with any one or more of its other obligations under or in respect of the MTNs which default is incapable of remedy or, if capable of remedy, is not remedied within 14 days after the earlier of the Issuer receiving notice of such default or otherwise becoming aware of such default, and provided such default has a material adverse effect on the ability of the Issuer to perform its payment or other material obligations under the Note Documents;
- Unenforceable: any of the Notes or the Deed Poll is or becomes wholly or partly void, voidable or unenforceable or is claimed to be so by the Issuer;
- Priority Indebtedness: Priority Indebtedness at any time exceeds 15% of Total Assets, unless remedied within 20 Business Days of the earlier of the Issuer receiving notice of default under this Condition 7.1(m) and the Issuer becoming aware of such default.
- Responsible Entity: in relation to the Issuer in its capacity as responsible entity of the Scheme (unless it is replaced as responsible entity of the Scheme within 5 Business Days) or in relation to the Issuer in its personal capacity (but not its capacity as responsible entity of any other scheme): (i) except for the purposes of a solvent reconstruction or amalgamation, that person ceases or suspends the conduct of all or a substantial part of its business; (ii) that person stops or suspends payment of all or a class of its debts; (iii) that person is insolvent within the meaning of section 95A of the Corporations Law; (iv) a court presumes that that person is insolvent under section 459C(2) of the Corporations Law; 35 (v) that person is taken to have failed to comply with a statutory demand within the meaning of section 459F(1) of the Corporations Law unless the statutory demand is set aside by a Court, varied or made subject to conditions pursuant to Division 3 of Part 5.4 of the Corporations Law; (vi) an administrator is appointed over the assets of that person or its directors resolve to appoint an administrator; or (vii) except for the purposes of a solvent reconstruction or amalgamation, an order is made or a resolution is passed for: (A) the winding up or dissolution of that person; or (B) that person’s entering into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them or any of them (who are creditors of the Issuer as responsible entity of the Scheme);
- 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 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 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 Issuer;
- Cross default: (i) any other present or future indebtedness of the 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 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 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.
Coupon Schedule to Maturity
- 22 March 2020
- 22 September 2020
- 22 March 2021
- 22 September 2021
- 22 March 2022
- 22 September 2022
- 22 March 2023
- 22 September 2023
- 22 March 2024 - Maturity Date