Stockland Trust Management Limited as responsible entity for the Stockland Trust
Stockland Corporation Limited
Commercial Paper and Medium Term Note Program dated 20 February 2003 and subsequent amendments
Dated 5 September 2013
Nature of the bonds
The bonds are direct, unsubordinated and unsecured obligations of the Issuer and rank without preference or priority among themselves and at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer except those liabilities mandatorily preferred by law.
Interest Rate and Interest Payment Dates
5.50% per annum, payable semi-annually (in two coupons of 2.75%) in arrears, on 6 March and 6 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.
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 Stockland Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Stockland’s financial performance. The following risks may also affect an investment in Stockland Bonds:
- Stockland’s financial performance and rating – a change in Stockland’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 Bonds;
- 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.
It will be an Event of Default in respect of the Bonds if any Security Interest other than a Permitted Security Interest exists over any property which the Issuer holds in its capacity as responsible entity of the Scheme.
Permitted Security Interests comprise:
(a) any Security Interest arising by operation of law;
(b) certain Security Interest over property acquired;
(c) any Security Interest already in existence;
(d) certain Security Interests granted in connection with retirement villages; and
(e) any Security Interest (other than (a) to (d) above) securing indebtedness in an aggregate principal amount which does not exceed a total amount equal to 15% of the value of the Assets.
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
Events of default
Events of Default include:
- Failure to Pay: Applicable, with a cure period of 2 days;
- Breach of Other Obligations: Applicable, with cure period of 14 days;
- Cross Default: Applicable, Threshold Amount is $10,000,000;
- Judgment: If a judgment is made against the assets of the Trust and it is not set aside, Threshold Amount is $10,000,000;
- Enforcement or Attachment: Applicable, Threshold Amount is $5,000,000;
- Responsible Entity: Events impacting on the solvency of the Issuer in its capacity as responsible entity of the Scheme or in relation to the Issuer in its personal capacity;
- Controller Appointed: Applicable, Threshold Amount is $5,000,000;
- Scheme: Certain events in relation to the Scheme, including amendment of the Constitution;
- Obligations Unenforceable: Applicable.
- Breach of Financial Covenants.
(a) Total Liabilities must not exceed 45% of Total Tangible Assets
(b) EBIT: Finance Charges Ratio will be at least 2.0:1.00