Caversham INFORMATION MEMORANDUM

CavershamINFORMATION

MEMORANDUM

‘Participate in the development of one of Perth’s most exciting

growth regions.’

KEY FEATURES

Projected internal rate of return of 25.28 % p.a. over the life of the Project*.

Projected total net profit before tax of $10.24m*.

Projected Return on Investment (ROI) of over 73%*.

Little Group to initially co-invest to a minimum of 50%.

Land situated in the West Swan Urban Growth Corridor of metropolitan Perth.

Project is appropriately zoned.

The Project size is relatively small consisting of 277 lots.

Residential lots are aimed at the affordable end of the market.

The Project completed with returns projected to be paid to investors over a 3.5 year period.*

Advanced planning status reduces risk, with the Project appealing to equity investors.

Project works are scheduled to commence April 2013; and expected first distribution and capital return forecast for July 2015.*

Experienced management team with track record in large scale residential development.*In arriving at these forecasts a number of key assumptions have been made on the inputs to forecast cash flow model. The forecasts are subject to the risks that may alter the returns (see section 8.0).

Key Dates*

Completion of due diligence (unconditional date) 15 November 2012 (completed)

Opening Date for Applications 14 January 2013

Closing Date for applications to invest 31 January 2013

Confirmation of unit allocations 7 February 2013

Settlement date for Project property 4 January 2013

Payment of balance of subscription and allotment date of units 14 February 2013

Dispatch of Unitholder certificates Within 5 business days of allotment date

Expected first dividend/return of capital July 2015

Trust wound-up (forecast) July 2017

*Dates are indicative only. The Manager reserves the right to close the Offer early or to extend the closing date of the Offer (as the case may be) without prior notice. Intending investors are encouraged to submit their applications promptly. All other dates are forecasts – refer to the assumptions in Project Timing.

Information Memorandum This Information Memorandum (IM) relates to the Lord Street Unit Trust (Trust) and is dated 7 January 2013. The offer of units under this IM is made by Little Consulting Pty Limited as trustee for the Trust.

Forward Looking Statements Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Trust and the Manager. The Trust and the Manager cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward looking statements contained in this IM will actually occur and investors are cautioned not to place undue reliance on these forward looking statements.

On behalf of Little Consulting Pty Ltd as trustee for the Lord St Unit Trust (the ‘Trust’), it is my pleasure to invite you to participate in a significant property development in West Swan, the gateway to the popular Swan Valley region in Perth, Western Australia.

The Trust has been established by Little Consulting Pty Ltd (‘Trustee’), with the development to be Project managed by Little Group’s experienced management team.

The Trust will raise $14 million through the issue of 14 million fully paid units to acquire a 27ha hectare urban zoned parcel of land (‘Project Land’) in Caversham.

Following acquisition the Trust’s sole purpose will be to develop the Project Land into residential housing lots and to market them for sale. The Project Land is ideally located just 14 kilometres from Perth CBD in the locality Caversham, within close proximity to the renowned Swan Valley wine region and superb Whiteman Park. Further local facilities include the Midland Town Centre, a major shopping centre, and the Vines Golf Resort. Indeed it will be one of the best located residential estates in the Swan Urban Growth Corridor.

Of significance is that the development will be undertaken over three and half years, a relatively short time period for a Project of this kind due to its advanced status in the planning process. The Trust will provide a select group of Investors with an outstanding opportunity to participate in both an attractive short to medium term investment and the development of one of Perth’s most exciting growth regions.

As with any investment I ask you to read the Information Memorandum thoroughly before making your decision to invest.

Please do not hesitate to contact either Murray Rance on 0418907576 or Chris Lewis on 0419966775 if you have any questions or require further information.

The Directors commend this investment and invite you to participate in this exciting investment opportunity.

Thank you for considering an investment in the Trust.

Paul Little Managing Director

Paul Little Managing Director

FROM THE MANAGING DIRECTOR

INVESTMENT SUMMARY

Investment Objective To generate investment returns through the acquisition, development and realisation of residential housing lots at the Project Land located in West Swan, Western Australia.

Section 1.0

Structure The Lord St Unit Trust – Trustee Little Consulting Pty Ltd. 2.1

Term of Investment Estimated to be 3.5 years. After the sale and settlement of all lots within the Project, the Trust will be wound up, with all remaining profit and capital returned to Investors.

3.8

ManagerThe Project will be managed by the Little Consulting Pty Ltd in its capacity as trustee for LG Assets Management Trust (Manager) with local management by Progress Developments Pty Ltd (Progress).

2.4

Amount to be Raised $14,000,000 (including Little Group co-investment). 1.0

Issue Price$1.00 per Offer Unit (10% payable on the closing date with the balance payable on 14 February 2013.)

1.0

Offer ConditionsInvestors must agree to the conditions in the Initial Subscription Agreement and agree to be bound by the Unitholders Deed.

3.1

Co-investment Little Group initial co-investment of 50%. 3.2

Target IRR 25.28% per annum before tax to Investors after payment of all fees and expenses (subject to the assumptions set out in Section 7.1 and risks set out in Section 8).

7.0

Issue of Units

The Trustee will determine allocations to Applicants on the Closing Date and Applicants will receive an allocation statement by 7 February 2013. All application monies received during the Offer Period will be held in an interest bearing trust account and remain in trust until all Offer Conditions are satisfied. Upon satisfaction or waiver (as the case may be) of the Offer Conditions, Offer Units will be allotted to Investors and Unit holders will receive a holding statement within five Business Days of the Allotment Date.

3.0

Borrowings

The Trust intends to enter into credit facilities with an Australian financial institution which will be used to fund the costs of acquiring and developing the Project Land. The financial forecasts are based on obtaining a loan facility with a peak loan-to-value ratio of 55%. Borrowings will be secured by a first registered mortgage over the Project Land, but will be non-recourse to unit holders.

7.0

Risks

There are risks associated with an investment in the Trust which should be considered by Investors prior to submitting an application. The Manager has identified these risks to include specific property and financial risks and general risks. See Section 8 for further details of these risks.

8.0

FeesFees and management costs are payable to the Manager for setting up the development, the ongoing operation of the Trust, the management of the development and sale of Trust assets. See section 8.4.

8.4

1.0 | INTRODUCTION

We are pleased to invite you to participate in a significant property development in Caversham, the gateway to the popular Swan Valley region in Perth, Western Australia.

The Trust has been set up to provide the opportunity for a select group of investors to participate in both an attractive short to medium term investment and the development of one of Perth’s most exciting growth regions.

The Trust is seeking to raise $14 million through the issue of 14,000,000 fully paid units for the primary purpose of acquisition of the Project Land. Little Group owns all the units in the Trust and will initially co-invest to a minimum of 50%. Little Group may sell down its holding below 50% at a later stage but intends to continue to hold a significant stake.

The development will be Project managed by the experienced Little Group.

The Trust entered into an unconditional contract of sale with Kunzia Pty Ltd and Sorrento Estates Pty Ltd for the purchase of the Project Land for $18.15 million (which is supported by an independent valuation). The contract is at normal, commercial, arms-length terms and is now only conditional on settlement.

Following acquisition the Trust’s sole purpose will be to develop the Project Land into residential housing lots and sell them. The Project is ideally located just 14 kilometres from the Perth CBD in the locality of Caversham, within close proximity to the renowned Swan Valley wine region and superb Whiteman Park. Further local facilities include the Midland Town Centre, a major shopping centre, and the Vines Golf Resort. Indeed, it will be one of the best located residential estates in the Swan Valley.

Of significance is that the development has all necessary planning approvals and will be undertaken in three and a half years, a relatively short time period for a Project of this kind.

2.0 | DEVELOPMENT STRUCTURE

2.1 | Development Entity Unit Trust Structure: The Lord St Unit Trust – Trustee Little Consulting Pty Ltd.

The Lord St Unit Trust has been established to enable 14,000,000 units to be issued to select investors. See section 9 for details of qualifying investors.

Little Group will initially hold a minimum 50% cornerstone position in the Trust. There is no minimum raising amount.

2.2 | Trustee Little Consulting Pty Ltd’s Board of Directors has a wealth of experience in Property, Financial Services, Accounting, and Residential Housing.

Directors:

• PaulLittle

• IanHanley

• MurrayRance

2.3 | Investor Committee The committee will comprise representatives from the investors (holding at least a 10% stake) who will oversee the Manager.

2.4 | ManagerThe Project will be managed by the Manager with local (WA) management by Progress.

The management team is highly experienced with directors and senior management having been involved in development of over 1800 apartments, 39 residential subdivisions and housing developments producing in the order of 9,000 lots.

The key management team includes:

• IanHanley–GMOperations&FinanceLittleGroup

• MurrayRance–HeadofDevelopment

• ChrisLewis–ManagingDirectorProgress

• RobertCole–SeniorDevelopmentManager

The Manager and Progress will be responsible for the day-to-day management and delivery of the Project. The fees for providing these services comprise:

• ProjectManagement–2.5%ofeachlotsalepayableonsettlement.

• TrustManagement–1.0%ofeachlotsalepayableonsettlement.

• SalesandMarketingManagement–2.5%ofeachlotsalepayableonsettlement.

3.0 | DETAILS OF THE OFFER

The Trust is seeking to raise an amount of $14 million through the issue of 14 million Offer Units at $1.00 per Offer Unit in order to acquire the Project Land and undertake the development of the Project.

The minimum application amount is $500,000.

Payment in respect of the Offer Units is to be made in two payments. 10% is to be paid on closing date for applications and the balance on 14 February 2013.

All applications must be made by signing the Initial Subscription Agreement and agree to be bound by the terms of the Unit Holders Deed attached to the IM.

3.1 | Offer ConditionsThe Offer is subject to Investors agreeing to the conditions in the Initial Subscription Agreement and to be bound by the Unit Holders Deed.

3.2 | Co-investment and Minimum RaisingLittle Group currently owns all the units in the Trust. Little Group will hold an initial investment of at least 50%. There is no minimum raising amount. Little Group may sell down its holding below 50% at a later stage but intends to continue to hold a significant stake.

3.3 | Opening and Closing DatesThe Offer under this IM opens for applications on 14 January 2013, and will close on 31 January 2013, or earlier should the full amount of the Offer be raised.

All dates are subject to change and are indicative only. The Trustee has the right to vary these dates, without prior notice, including the right to close the Offer early or to withdraw the Offer and to accept late applications.

Applicants are encouraged to apply as early as possible.

3.4 | How to ApplyApplications for Offer Units may only be made by signing the Initial Subscription Agreement enclosed with this IM.

Cheques or bank drafts must be made payable to the ‘Lord St Unit Trust’ and should be crossed and marked ‘Not Negotiable’. All amounts must be in cleared funds. Please do not send cash. Receipts for payments will not be issued.

3.5 | Issue of Offer UnitsAs soon as practicable after the Closing Date, the Trustee will determine the allocation of Offer Units to Applicants. Investors will receive a confirmation letter within five days of the Closing Date confirming each Investor’s allocation of Offer Units. The Trustee reserves the right to allocate Offer Units to Investors in full, to issue a lesser number of Offer Units than those for which an application has been made, to accept a late application or to decline an application.

Application Monies will remain in trust until all Offer Conditions have been satisfied or waived (as the case may be), which will be no later than 14 February 2013. Upon satisfaction or waiver of the Offer Conditions, Offer Units will be allotted in accordance with the allocations in the confirmation letters (subject to full remittance of the balance of subscription money) and Investors will receive a holding statement within five Business Days of allotment.

Where no allocation is made to a particular Applicant (for reasons other than the Offer Conditions not being satisfied or waived) or the number of Offer Units allocated is less than the number applied for by an Applicant, surplus Application Monies will be returned to that Applicant.

3.6 | Issue PriceOffer Units issued under this IM will be issued at $1.00 per Unit with the maximum number of Offer Units to be issued being 14 million.

Payment in respect of the Offer Units is to be made in two payments, 10% is to be paid on closing date for applications and the balance on 14 February 2013.

3.7 | Use of ProceedsFunds raised under this IM will be combined with debt funding to purchase the Project Land and cover any other associated transaction costs and costs of this Offer.

3.8 | Term of InvestmentThe Project is estimated to have a term of three and a half years from the Settlement Date during which time the Directors expect Unit holders will receive distributions and a return of capital over the life of the Project. Following the settlement of all subdivided lots within the Project, the Trustee will seek to wind up the Trust and any remaining profits and capital returned to Unit holders.

3.9 | Withdrawal of OfferThe Trustee reserves the right not to proceed with the Offer at any time before the issue of Offer Units to successful Applicants. If the Offer does not proceed, Application Monies will be refunded with interest.

3.10 | Distribution and Return of Capital PoliciesThe Trust will commence paying distributions once it has achieved a net profit and has sufficient funds to complete the Development.

The Trust can give no assurance as to the future level of distributions that may be paid by the Trust, if any, and the timing of distribution payments. This is because such matters depend, among other factors, on the Trust’s profits and funding requirements.

The Trust intends adopting the policy to return capital progressively over the Project Life, generally in proportion with the number of lots settled in each year, subject to working capital requirements and as banking covenants, tax legislation and accounting requirements will allow.

3.11 | No Cooling Off PeriodThere is ‘no cooling off’ period in relation to the issue of Offer Shares under this IM. Therefore, from the Closing Date for applications to invest, there will be no obligation by the Trust to accept a request by an Applicant to withdraw their application.

4.1 | Location of Project LandThe Project Land is located in Caversham within the Swan Urban Growth Corridor of Perth, Western Australia. The Project Land is approximately 14 kilometres north east of the Perth CBD and benefits from its proximity to major employment areas of Midland, Guildford, Malaga and the Perth CBD, whilst also being centrally located to the increasingly popular Swan Valley wine and tourist region.

The development is well placed to take advantage of the demand for land both in its locality and also the broader Western Australian market, as major resource Projects in the North West of Western Australian fuel strong population growth.

The Project Land forms part of the Swan Urban Growth Corridor which is broadly guided by the endorsed Swan Urban Growth Corridor Sub Regional Structure Plan 2009 which is intended to provide for 30,000 new residents and associated urban facilities. The Sub Regional Structure Plan nominates the subject land for residential purposes, designating a portion of Lot 1005 as ‘Other Regional Road’ for the Lord St Extension and ‘Urban Deferred’ for a proposed rapid transit corridor. Developing residential estates in the vicinity of the Project Land include the following:

• StLeonardsPrivateEstatetothenorth(managedbyLittleGroup);

• EnclaveatStLeonardstothenorth(managedbyProgressDevelopmentsPtyLtd);

• BrookleighEstateandTaylorsEstateimmediatelytothenorthandeast;and

• Ellenbrook,AlbionandTheValetothenorth.

Key amenities and facilities include:

• Approximately15minutedrivetothebeach;

• NearbymajorarterialroadsviaReid,TonkinandGreat Northern Highways;

• 14kilometrestotheworldrenownedVinesGolfResort, home to major tournaments such as the Heineken Classic and Johnnie Walker Classic;

• Twosuburbanshoppingcentreswithintwokilometres, and two major shopping centres in the historic suburb of Midland within five kilometres;

• WhitemanParkReserve,a4000Hawildlifereserve,almost adjacent to the west;

• RailaccesstoPerthviatheMidlandandGuilfordtrain stations;

• The nearby Swan Valley wine region boasting more than 150 attractions including breweries, restaurants, cafes, distilleries, shops, accommodation and roadside stalls selling fresh local produce. The Swan Valley is also home to major wineries Houghtons and Sandalford Estate; and

• Severalhighlyregardedpublicandprivateprimaryand secondary schools including Guilford Grammar.

4.0 | PROJECT LAND

LOCATION MAP

airPort

site location

midland

guildford

Perth15km12km10km5km

4.2 | Description of Project LandThe Project Land comprises approximately 27.53 Ha within two individual titles and these are summarised below:

Lot 19 on Diagram 32083, CT Volume 1305 – Folio 311

Benara Rd Regular 9.21Ha

Lot 1005 on deposited Plan 37893, CT Volume 2547 – Folio 78

Waldeck St* Irregular 18.32Ha

The Project Land is bound by Lord Street to the west, Benara Road to the south, Patricia Street to the north and Waldeck Street to the east.

To date, the land has been used predominantly for rural purposes and has been substantially cleared with some areas containing vegetation. However, none of this vegetation has been noted of having significance.

4.3 | PlanningThe majority of the Project Land is zoned ‘Urban’ under the Metropolitan Region Scheme (MRS) with Lot 19 zoned Rural. There are portions of the Project Land zoned Other Regional Road and Urban Deferred. These areas relate to road widening along Benara Rd to the south of Lot 19 and to the west of Lot 1005 for the Lord St extension and the Rapid Transport Route.

The Local Town Planning Scheme (LSP) reflects the reservations of the MRS. The Project Land is identified in the Caversham LSP as Cell 5. Swan Valley Rural and Urban deferred is reflected on Lot 19. Residential Development is approved for the balance of the land and identified as Developer Contribution Area 3 (DCP). The LSP was approved by Western Australian Planning Commission (WAPC) in September 2012 subject to modifications. The City of Swan modified and approved the LSP in November 2012. The LSP is now back with WAPC for endorsement. WAPC have advised subdivision applications consistent with the LSP can be approved.

Burgess Design is currently preparing subdivision applications for the two stages of the development with the application expected to be submitted and approved by March 2013.

Zoning‘Urban’ under the Metropolitan Region Scheme. Residential Development under the Local Planning Scheme

√ Approved* √ Approved

Structure Planning Caversham Local Structure Plan √ Approved

Subdivision Approval of Project Subdivision Plan × To be Submitted

Construction Commencement of civil works, marketing and sales Est April 2013

*The Lord St road reserve and proposed rapid transit corridor are zoned Rural and Urban Deferred. These zonings are not a constraint to the land component for residential development.

SITE PLAN

4.4 | Development PlanCaversham Private Estate will provide a mix of contemporary cottage and affordable home sites set within an exclusive community with quality streetscapes and design guidelines all created in harmony with the natural ambience of the Swan Valley.

Burgess Design Planning Consultants have prepared an indicative subdivision layout over the site and it is Projected that the Project will yield in the order of 277 lots (to be developed over five stages). The final number of lots will be subject to detailed design and adjustments to accommodate engineering and/or approval requirements.

It is envisaged that a subdivision application would be lodged in approximately December 2012 with an expected timeframe to obtain the subdivision approval from the Western Australian Planning Commission in March 2013.

JDSI, a civil engineering consultancy firm with experience within the Caversham area, has provided advice on the servicing and development requirements for the property.

The development can be serviced by an extension of services that have recently been constructed for the Brookleigh and Taylor Estates in the immediate vicinity or infrastructure committed to through capital works programs. The capital works programs meet the Project Land development timeframes.

Emerge Environmental Consultants have provided an environmental summary report which states the Project Land is suitable for residential development.

Earthworks are expected to commence in April 2013, following the lodgement of a Development Application. Following subdivision approval, civil construction works are expected to commence in September 2013. Dependant on sale rates, the Project is planned to progress in approximately five stages to completion.

It is expected that the titles for the first stage of the Project will be issued in December 2013.

The plan contains the following features:

• amaster-plannedcommunitythatprovideslinkageswithintheestatetokeyPublicOpenSpace(POS)areasandexternal linkage to the future Neighbourhood Shopping Centre;

• twomainaccesspointsatPatriciaStreettothenorthandWaldeckStreettothesouth;

• accesstotheproposedRapidTransitCorridorsoresidentscanaccesstransportinfrastructure;

• anexpectedyieldof277lotsrangingbetweenapproximately225squaremetres(m2) and 27,000 sqm in area, plus three group housing sites;

• aresidentialdevelopmentthatwillbecomplementarytosurroundingresidentialestatestothenorthandsouth,including Taylors Estate; and

• alllotshavingsufficientsolarorientationtoencourageenergyefficientdwellingdesign.

Lot Mix Size

1 Rural Lot 2.7ha

15 Transitional Lots average >2000 sqm

258 Residential Lots average 374 sqm

3 Group Housing Sites 22 strata lots

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16m Road Reserve

Drainage

6m L

an

ew

ay

6m Laneway

36.5

113.

7

153.4

22.12.

512.

88

1.3859ha

2.7501ha

BalanceLot 19

Rural Lot

PRO

POSE

D

TRA

NSP

ORT

C

ORR

IDO

R

(URB

AN

DEF

ERRE

D)

8.516.7

15.4

26.1

9349m²

15.4

29.5

15417m²

15.4

32.9

15468m²

15.4

30.3 8.5

9

501m²

20

30

10

31.6

450m²

17.6

21.410

5359m²

1427 10

331m²

15

28.7

10

352m²

15

28.2

12

371m²

7.7

6.6

29.2

10

352m²

2.2

14.118.4

28.2

4.89

3.9

350m²

248.5

9

30

432m²8.5

24

15

30

9432m²

15

30

15450m²

12.5

30

12.5375m²

15

30

15450m²

12.5

30

12.5375m²

12.5

30

7.11

8.0

375m²

15

3015450m²

15

39.5

521m²

8

7.517.7 26

465m²

124.2 26.9

17.8

516m²

5.318

25.5

17.8476m²

12.3

9.8

3012.5

359m²

10

25.1

7.3

12.1

404m²

7 5.5

30

12.5

375m²

7 5.5

30

12.5

375m²

7 5.5

30

12.5

375m²

105

29

12.3

397m²

12.56.7

31.3

10.4

445m²

21.3

28.9

6.3

9.4

24.5471m²

20.9

33.2

414m²

13.1

14.112.3

8.6 11.3

504m²

15

28.9

12.3

394m²

15m R

oa

d R

ese

rve

15m

Ro

ad

Re

serv

e

(3416m²)

135.1

213.7

237.8

132.724.3

24.9

91.5

44.8

114.8

68.8

47.2

63

129.8

16.2

52.3

145.8

191.7

34.5

82.2

156.9

38.3

375.75

108.6

111.1

150.1

18.9m18.9m

18.9m

18.9m

18.9m

18.9m

14.3

32.6

14

30

14420m²

12.5

29.9

12.5374m²

12.5

29.9

5.21

374m²

41

30

14420m²

14

30

14420m²

5.21

30

12.5375m²

5.21

30

12.5375m²

14

30

14420m²

12.5

30

5.21

376m²

14

30

41420m²

12.5

30.1

12.5376m²

5.21

30.1

12.5376m² 14

30

14420m²

14

30

14420m²

5.21

30.1

12.5377m²

12.5

30.2

5.21

377m² 41

30

14420m²

8.524

15

30

9432m²

24.2

8.5

9

30.2

435m²

2.49.6

27.4

22.5

32.7

447m²

9.5

20.1

28.5

32.5

437m²

66

12

34.9

403m²

10

38.7 2.1

17431m²

12.5

15

38.7

500m²

12

30

14.9

412m²

15.4

24

8.59.3

443m²

15

30

15

450m²

12.5

30

12.5

375m²

12.5

30

12.5

375m²

12.5

30

12.5

375m²

12.5

30

12.5

375m²

12.5

03

12.5

375m²

30

12.5

375m²

30

12.5

375m²

30

12.5

375m²

30

12.5

375m²

30

12.5

375m²

15

30

15

450m²

30

15

30

450m²

15

03

15

30

450m²

12.5

30

12.5

375m²

12.5

30

12.5

375m²

12.5

30

12.5

375m²

12.5

30

12.5

375m²

9.13.4

30.4

12.5

376m²

12.7

32.7

12.5

393m²

13

15

475m²

22

55.7

50.4

36.3

1504m²

8.54

60

4 8.5

48564m²

GroupedHousing

15.4m Road Reserve

7.5

34.5

7.5

257m²

7.5

34.9

7.5

260m²

7.5

35.4

7.5

264m²

7.5

35.8

7.5

267m²

7.5

36.3

7.5

270m²

7.5

36.7

7.5

274m²

1.5

32.1

15.9

413m²

10

34

10

338m²

10

33.5

10

332m²

10

32.9

10

326m²

10

32.3

10

320m²

10

31.7

10

314m²

10

31.1

10

308m²

54.7

29.1

3.7 12.8

398m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

7.5

34.2

7.5

256m²

4.210

34.2

7 8.5

25.2

422m²

10

34.2

10

342m²

10

34.2

10

342m²

10

34.2

10

342m²

7.5

34.2

7.5

256m²

10

34.2

10

342m²

10

34.2

10

342m²

2.6

29.9

9.5 4.2

16.8

14.1318m²

10

30.5

10

302m²

(5041m²)

3514m²

9.1

6m L

an

ew

ay

PATRICIA ST

LORD

S

T

EXTE

NSI

ON

WA

LDEC

K RD

11

13

13

12

12

13

9

11

10

14

10

100518.324ha

R469921.1869ha

9(1.0771ha) 19

7.5982ha

191.6159ha

172.8374ha

88943m²18

2.9085ha

101

134

100

9016

92

CA

RIG

NA

N

AV

E

SUFFOLK ST

GRENACHE CR

CORVINA PLISON

CT

GRENACHE CR

108111m²

R7983 4269m²

92.9610ha

(1.8839ha)

8.216.6

89.1

22.5

84.7

2005m²

1266m²

4.2110.5

8.5

7.75

8.5110.7 4.2

63.78290m²

22.5

89.1

22.5

2005m²

22.5

1.98

22.5

2005m²

22.5

89.1

22.5

2005m²

22.5

89.1

22.5

2005m²

22.5

1.98

22.5

2005m²

22.5

1.98

22.5

2005m²

22.5

89.1

22.5

2005m²

0.522.2

89.1

22.7

2023m²

5.62.9

85.5

0.1 24.4

2188m²

13m Road Reserve

9.2

8.523.9

15.2436m²

8.115.7

6.4 17.7

8.8434m²

14.7

8.546.3

14.1

25.7

25

66.6

70.4 21.7

80

7964m²

33.9 8.5

4.36

1366m²

6.97

25.7

25.8

2002m²

26.9

5.67

7.719.5

72.7

2012m²

17.5

75.3

17.9

3.27

28.6

68.3

28.8

64.8

1904m²

18.59

69.6

27.5

1902m²

29.2

66.2

28.4

1920m²

PLAN

4.5 | Project TimingIt is envisaged that development will commence at the Northern and Southern ends of the Project Land to take advantage of the different product, existing infrastructure and demand for residential and rural residential land in the area. An indicative timetable for the Project is summarised in the tables below.

Stage 1 – 1 Rural & 10 Transitional Lots

Subdivision Approval for Stage 1 March 13

Earthworks for Stage 1 April 13 – August 13

Civil engineering works for Stage 1 September 13 – October 13

Issuance of Titles for Stage 1 January 14

Settlements for Stage 1 February 14

Stage 1 – 62 Residential Lots

Subdivision Approval for Stage 1 March 2013

Earthworks for Stage 1 July 13 – September 13

Civil engineering works for Stage 1 August 13 – December 13

Issuance of Titles for Stage 1 March 14

Settlements for Stage 1 April 14 – June 14

Stage 2 – 55 Residential & 5 Transitional Lots

Earthworks for Stage 2 July 13 – September 13

Civil engineering works for Stage 2 February 14 – June 14

Issuance of Titles for Stage 2 September 14

Settlements for Stage 2 October 14 – December 14

Stage 3 – 53 Residential & 2 GH Lots

Subdivision Approval for Stage 3 February 14 – April 14

Earthworks for Stage 3 August 14 – October 14

Civil engineering works for Stage 3 November 14 – March 15

Issuance of Titles for Stage 3 June 15

Settlements for Stage 3 July 15 – September 15

Stage 4 – 58 Residential Lots & 1 GH Lot

Subdivision Approval for Stage 4 August 14 – October 14

Earthworks for Stage 4 February 15 – April 15

Civil engineering works for Stage 4 May 15 – September 15

Issuance of Titles for Stage 4 December 15

Settlements for Stage 4 January 16 – March 16

Stage 5 – 30 Residential Lots

Subdivision Approval for Stage 5 February 15 – April 15

Earthworks for Stage 5 August 15 – October 15

Civil engineering works for Stage 5 November 15 – February 16

Issuance of Titles for Stage 5 May 16

Settlements for Stage 5 June 16 – July 16

The Manager will oversee the sales and marketing process and review the existing strategic marketing plan and selling arrangements on an ongoing basis.

The sales and marketing of lots will be undertaken by an employed consultant who is an experienced real estate agent in the area. Having a local person onsite at the estate who has a strong knowledge of the surrounding area is a clear competitive advantage.

The target market for the Project Land is a combination of first home buyers and ‘empty-nesters’ looking to downsize. The ‘empty-nester’ will come from more established nearby areas such as Morley, Ballajura and Bassendean as they want to stay connected to the area but seek a lower maintenance dwelling.

The marketing plan will see a series of advertisements being placed in local and metropolitan print media in Western Australia, as well as direct mail to households within the local catchment. Digital marketing will also form a key component of the marketing mix with a consolidated presence on industry related consumer websites, e-marketing activities, search engine optimisation and web link opportunities.

Builders will also be targeted via sales material being positioned within the various builder display villages. Database marketing will play a role in launching the development, utilising our existing database of interested purchasers.

The Manager’s relationships with home builders, who are active on St Leonards Private Estate (managed by Little Group), should enable the Project to achieve pre-sales. When supported by marketing efforts, this provides the Manager with confidence in achieving the sales timetable.

5.0 | MARKETING PLAN

6.0 | THE MANAGER

The Little Group via its various entities has significant experience and vertical integration in the property sector. The Little Group assures, with confidence, leading service and quality of product within the industry. Employing in excess of 75 people, the Group’s investments include in excess of 1600 apartments under construction in Melbourne CBD, over 3,000 properties under management and three broad acre subdivisions.

Central, Gladstone Silo, Brunswick East

Halo, St Kilda Tip Top, Brunswick East 101 Bay, Port Melbourne St Leonards, Western Australia

7.1 | Forecast Financial Information(a) Basis of Preparation

The forecast information provided in this Section has been prepared on the basis of the assumptions as outlined in this section and in accordance with the recognition and measurement principles (but not all of the presentation and disclosure requirements) prescribed in Accounting Standards and other mandatory professional reporting requirements in Australia. It is also subject to the risks set out in Section 8.0.

The Directors believe the assumptions to be reasonable in the present economic and business conditions and consider that they have exercised due care and attention in providing them. The Assumptions have generally been based on information provided by independent consultants whose reports are contained in Section 11.0.

Investors should be aware that the timing of actual events and the magnitude of their impact might differ from the assumptions, and this may have a positive or negative impact on actual financial performance of the Project. To this end, Investors should ensure they read Section 8.0.

(b) Assumptions

Assumption Data Source

Purchase price of $18,150,000. Contract for Sale and amendment letter.

GST – Margin Scheme. Contract for Sale.

Project yield of 277 lots. Based on current proposed Burgess Design plan

Average GST inclusive sales price of $232,399 consistent with Independent Valuer’s Estimate. These prices are in today’s dollars.

Lot sales prices have been based on the Manager’s past experience on similar residential developments and with reference to the Independent Valuer’s Report.

Sales per month of 6.6. Sales rates have been based on the Manager’s past experience on similar residential developments and with reference to the Independent Valuer’s Report.

Sale incentives of $6,000 per lot to provide for a fencing and landscaping rebate have been included in the selling costs.

The Manager has considered this to be reasonable given past experience on similar residential developments.

Cost of civil construction per lot of $74,627 for the residential lots.

Supported by JDSi Cost estimate.

Other consultant costs per lot of $8,334 for the residential lots.

Supported by consultant estimates.

Statutory fees per lot of $11,419 for the residential lots. Supported by JDSi Cost estimate.

Development Contribution levies of $21,633 in accordance with City of Swan September 2012 review.

City of Swan.

A contingency of 5% of costs has been allowed. Contained within total construction cost. Supported by JDSi cost estimate.

Loan to value ratio of 55% on a banking facility of $17,130,000.

The Manager has considered this to be reasonable given past experience and advice provided by potential lenders.

7.0 | FINANCIAL INFORMATION

Assumption Data Source

Interest rate of 8.25% pa. Indicative rate provided by potential lenders.

Equity of $14m. Required to sustain 55% LVR.

An escalation rate of 5% for sales has been applied from 2013.

The Manager has considered this to be reasonable given past experience on similar residential developments and the expected timeframe of the Project.

An escalation rate of 3% for costs has been applied from 2013.

The Manager has considered this to be reasonable given past experience on similar residential developments and the expected timeframe of the Project.

Marketing cost of $3,000 per lot has been allowed. The Manager has considered this to be reasonable given past experience on similar residential developments and the expected timeframe of the Project.

*Past performance may not be a reliable indicator of future performance.

7.2 | Profit ForecastSet out below is the Profit forecast for the Trust over the Project Life. The Profit forecast has been based on the assumptions set out in Section 7.0 and should be read in conjunction with Investment Risks and Considerations detailed in Section 8.0. This statement is not intended to be a representation or guarantee that the forecast will occur, as future events may not occur in accordance with the assumptions and material events that cannot reasonably be foreseen may eventuate which may result in the actual results being different from the forecasts.

Profit Forecast Income $’000

Gross Sales Revenue 81,369

Less GST 5,747

Total Income 75,622

Expenses

Land Cost 19,706

Direct development costs (incl. landscaping) 34,338

Statutory development costs 590

Other developments costs (including consulting and management fees) 5,882

Interest on Borrowings 2,077

Selling Costs 2,554

Rates and Taxes 251

Total Expenses 65,398

Net Profit (Before Tax) 10,224

IRR to Investors (Before Tax) derived from the Profit Forecast 25.28%

7.3 | Unit Holder Returns As noted in Section 2.1, the Lord St Unit Trust will comprise 14 million fully paid units issued with equity of $14m. The equity has been underwritten by Little Group and is expected to be fully raised by 31 January 2013. Little Group will maintain a minimum 50% interest. The equity will be used towards the acquisition of land and development costs. The cash flow assumes payment of capital and distributions throughout the course of development as shown in the table below.

Profit Distributions $0.73

Return of Capital $0.99

Total Return (2) $1.72

IRR to Investors Before Tax (1) (2) derived from the Profit Forecast 25.28%

1) The actual payments to Investors will vary depending on the variables noted in Section 7.0.

2) The profits of the Trust will be distributed to Investors. The after-tax return to an Investor will depend upon the Investor’s own taxation circumstances.

7.4 | TaxationThe Trust will allocate profits and return of capital to unit holders in proportion to their unit holding each financial year. The taxation outcomes from this will therefore flow directly to each unit holder, who will be subject to taxation, in their own right, based upon their own individual circumstances.

This taxation information is only provided as a guide and should not be relied upon or considered to be financial advice. Investors should consult a taxation adviser in relation to any queries in respect of the taxation impact of their investment to determine any tax consequences applicable to their individual circumstances.

7.5 | Pro Forma Unaudited Balance SheetThe pro forma unaudited balance sheet of the Lord St Unit Trust immediately after the completion of the Allotment Date of units is contained in Section 11:

7.6 | Pro Forma Transactions(i) Settlement on the Project Land, acquired for $18,150,000 (net of GST).

(ii) A debt facility of $17,130,000 has been secured with a financial institution.

(iii) Receipt of $14,000,000 through the issue of 14,000,000 Offer Units at $1.00 each.

(iv) Payment of an equity raising fee of $490,000 plus GST to Little Group.

8.0 | INVESTMENT CONSIDERATIONS AND RISKS

Neither the Manager, its officers, members, nor any person associated with the Manager guarantee the performance of the Trust or the performance of the Offer Units offered under this IM.

The business activities of the Trust are subject to risks and there are many factors which may impact the future performance of the Trust. These risks are both specific to the Trust and also relate to the general business and economic climate. These risks should be considered carefully by Investors before making a decision to apply for Offer Units as they may adversely affect the value of the Trust’s assets and units. Although the Manager adopts appropriate risk management systems to mitigate against the risks, it is not possible to protect against all risks.

The principal risks include, but are not limited to, those detailed below. Prior to making an investment decision, Investors should consider the following risk factors, as well as the other information in this IM.

8.1 | Specific Property RisksDevelopment Approvals• ItwillbenecessarytoobtainCityofSwanandWesternAustralianPlanningCommissionapprovalforaLocal

Structure Plan Amendment and relevant subdivision applications. Should these approvals be delayed or require the initial application to be varied, this may impact the timing and amount of income projected to be achieved from the Project and may also impact the cost of development as projected. Furthermore where the lot yield or lot sizes are less than projected this may also have a negative impact on the Project revenue.

• ChangestotherequirementsoftheCityofSwanoranyothergovernmentorregulatorydepartmentorauthority for any reason, including archaeological, ethnographic, heritage, environmental, geotechnical, unidentified flora or fauna species, native vegetation, areas of public open space and planting buffers to arterial roads may reduce the yield estimated by the consultant town planner and hence the future return to Investors.

Environmental Impact• Aspartofthesub-divisionapprovalprocess,theProjectmaybesubjecttorelevantenvironmentalconditions.In

the event that the satisfaction of these conditions is delayed, this may impact the timing and amount of income projected to be achieved from the Project and may also impact the cost for development as projected.

• Undervariousenvironmentallaws,theTrustmaybeliableforthecostofremovalorremediationofhazardousortoxic substances on, under or emanating from the Project assets. Environmental laws may also become more stringent.

Lot Yield• Thelotyieldmaybelessthantheprojectedyield.ThismayalsohaveanegativeimpactontheProjectrevenue

and a lower return to unit holders.

Engineering• Nocriticalconstraintswereidentifiedthroughtheduediligenceprocess.Howeveritshouldbenotedthata

sewer main extension is ultimately required along Lord Street from Bennet Street to service this development. Works have already commenced by the Water Corporation. However, any delays in timing for the works may impact on Project revenue. Further earthwork, stormwater and sewer modelling and strategies are required and there is a potential that lot yield may be marginally impacted by additional drainage infrastructure.

Development Costs• AsdevelopmentwilloccurinstagesoverthetermoftheProject,developmentcostsmaydifferfromthose

projected. This may result in the Property being uneconomic to develop or less profitable to develop and reduce the projected returns. The Manager has used cost estimates from JDSI Consulting Engineers in projecting the likely costs and its own experience in expected rise in costs over the time of the investment. An escalation rate of 3.0% per annum is allowed for in the financial model for development cost increases.

Sales Prices• ThelotsmaynotachievetheprojectedsalepricesresultinginareducedlevelofProjectrevenue.Thiscould

adversely affect returns to the extent that the projected net profit and IRR over the life of the Project is less than the amount described in Section 7.0.

Selling Rates• TheprojectedsellingratesmaynotbeachievedandthisresultsinanextendedProjectLife.Theeffectofthis

would be that certain holding costs including rates, taxes and interest will increase, which may adversely affect the returns to Investors. It will also extend the period of time over which Investors receive this return. The rate of sale will vary depending on economic circumstances over the course of development. An average sales rate has been assumed, however in any given year, the actual sales rate may fluctuate above or below the assumed sales rate. The extended selling period may however not be detrimental to revenue where a delay in selling a lot may result in higher prices being achieved. This may have an impact on the average annual return, depending on the timing and size of the price fluctuations.

Purchaser Default• Purchaserswhoenterintocontractsinrelationtothesalelotsmaydefaultintheperformanceofthose

contracts. Although the non-refundable deposit paid by these purchasers will generally be retained, it is possible that the lot in question may not be able to be resold for the same contract amount.

Project Duration• ThedurationforcompletionoftheProjectmayexceedtheexpectedduration.Thismayhaveanegativeeffect

on the cash flows for the Project affected by the timing delays.

8.2 | Specific Financial RisksAssumptions• ThefinancialProjectionsarebasedonanumberofassumptionsofwhichsomearesubjecttochange.The

Manager uses its best endeavours to ensure the assumptions are as realistic as possible, including the use of independent expert reports, but is unable to guarantee the accuracy of the Projections.

Interest Rates• InterestratesonloanfinanceinthefinancialProjectionshavebeenassumedat8.25%overtheProjectLife.

Should interest rates move upward this may increase the overall interest costs to the Trust, similarly where interest rates move down, interest costs may reduce. The Trust may fix the interest rate on a portion of the borrowings to reduce the impact of interest rate movements.

Loan Finance• TheTrustwillundertakeborrowingsfromthirdpartylenders.Theuseofdebtfundingentailsanumberof

specific risks.

• DebtfundingwillgenerallybesecuredagainsttheassetsoftheTrust.Adefaultundertheloandocumentsmaylead to the lender enforcing their security and selling the secured assets for a price lower than that which might otherwise have been achieved in normal circumstances.

• ThetermofthedebtfacilitiesmaybeforatermlessthantheProjectLife,orsubjecttoreviewbythefinancierswithin its term. If this occurs, there is a risk that the Trust may not be able to renew the debt facility on the same or better terms or at all.

Gearing• ByusingdebttopartfinancethecompletionoftheProject,thepotentialforcapitalgainsandcapital

losses increases.

Distributions and Return of Capital• InvestorsintheTrustareentitledtoparticipateindistributionsandreturnofcapitalfromtimetotimebutthe

amount of future distributions and return of capital or whether a distributions and return of capital will be paid in any given period is not guaranteed by the Manager.

Liquidity• TheTrustisanunlistedvehiclewithnorecognisedsecondarytradingmarket.ThevalueofeachUnitintheTrust

can only be valued on a net tangible asset basis which may differ to the net realisable value or potential sale value of the assets.

• TheDirectorshaveestimatedatimeperiodforthecompletionoftheProjecthoweverthereareanumberofvariables which may affect the timing of a return to Investors of both capital and distributions.

8.3 | General RisksProperty Performance• Thepropertymarketisgenerallysubjecttoforceswhichmayresultinthefluctuationofthevalueoftheproperty

and other associated costs. If the property market moves adversely during the duration of the Project, then this may affect the Project revenues and the ability of the performance of the Trust.

• Theimpactofpropertyperformanceisdependentonmanyfactorsincludingbotheconomicanddemographicfactors which are not possible to be clearly assessed at this or any future stage.

Market Conditions• AnumberoffactorsoutsidetheManager’scontrolmaysignificantlyimpactontheTrust,itsperformanceandthe

value of its Units. These factors include economic conditions in Australia and internationally; changes in fiscal, monetary and regulatory policies such as inflation and interest rates, and attitudes to property as an investment class. Investors should recognise that the financial performance of the Trust could be negatively affected by, but not limited to, any of the above factors which in turn may affect the IRR achieved from the Project.

Distribution at completion of Project• AtcompletionoftheProject,theabilityoftheTrusttorepaysecuredcreditors(suchasfinanciers)andother

creditors, unit holders and profits will depend upon there being sufficient funds in the Trust (capital and profits) available to do so. If there is a shortfall, the claims of creditors (including financiers) will take priority over those of unit holders.

Stamp Duty and other Taxes• Changestofederalandstatetaxationlaws,inparticularstampduty,canimpactonthegeneralsupplyand

demand for properties. For the purposes of this IM it is assumed that relevant stamp duty and taxation laws remain unchanged for the life of the Project.

• ChangestofederalandstatetaxationlawsortheirinterpretationmayalsoimpactonthereturnstotheTrust.

Change in Law• LegislationorpolicychangesmayadverselyimpacttheincomeoftheTrust.

Natural Disasters• TheProjectcouldbedamagedordelayedbyflood,fireorsomeothernaturalorman-madedisaster.The

Manager has ensured appropriate insurance policies over the Project have been taken out but it is not possible to insure against some of these risks.

8.4 | Material ContractsEquity Raising and Acquisition Fee Little Group will receive a fee of 3.5% of the Offer Amount for guaranteeing its cornerstone stake. In addition Little Group will receive a further $1,000,000 acquisition fee payable during the Project Life.

Commissions and Fee RebatesLittle Group may pay commissions or rebates to approved licensed financial advisers who introduce Investors. Commissions and rebates are payable by Little from its fees and are not an additional cost to the Trust. Advisers who receive commissions from Little are obliged to disclose this to their clients.

Management AgreementsThe Trust will enter into the following management agreements with the Manager to establish and manage the strategic direction of the Project, provide trust management services, co-ordinate the development concept plan, and co-ordinate the sales and marketing activities. The Manager may carry out all the functions itself or appoint an agent to carry out the functions on its behalf.

�•� Trust�Management�Agreement The agreement is between the Trustee and the Manager (acting as the Trust Manager) and provides for the

Trust Manager to provide administrative and strategic services to the Trust. The Trust Manager will establish and manage the overall strategic direction and concept for the Project, oversee and coordinate the activities and responsibilities of the Project, capital raising, accounting services and trust administration services.

For these services, the Trust Manager is entitled to a GST exclusive fee of 1% of the GST inclusive sale price on settlement of any lot sale.

The Trust must reimburse the Trust Manager for all costs and disbursements that the Trust Manager reasonably incurs in carrying out duties relating to the Project.

•� Project�Management�Agreement This agreement appoints the Manager as the Project Manager to perform certain management services

including, but not limited to:

• coordinatingthebriefing,selection,commissioningandmanagementofallconsultantstoprovidespecialistinput to the Project;

• coordinationofallactivitiesrelatingtogovernmentrelations,publicrelations(includingrelationswiththelocal community and neighbours), promotion and marketing;

• schedulingandorganisingmeetings,preparingofpapers,reportstotheBoard,recordinganddispatchofminutes of meetings to the members of the Board; and

• coordinationofthepreparationofregularreportsonallaspectsoftheProjectincludingprogressreportsonthe Project and individual stages.

The services to be provided include all steps to ensure the lots are brought to the marketplace in a timely manner and that all development conditions imposed by the relevant authorities are complied with.

The Project Manager has the right to lodge a caveat and call for a charge over the Property to secure the payment of all money owing to protect its rights under this agreement.

In consideration of the Project Manager providing the services, the Project Manager shall receive a GST exclusive fee of 2.5% of the GST inclusive gross sale price, payable on the settlement of any lot sale.

The Trust must also reimburse the Project Manager for any disbursements paid or incurred in the course of performing its duties under this agreement. Wages, head office rent, and other similar operating expense are included in fees paid to the Project Manager as outlined above.

•� Sales�&�Marketing�Management�Agreement ThisagreementappointstheManagerastheSales&MarketingManagertoperformsalesandmarketing

services for the Project.

TheSales&MarketingManagerwillundertakethesalesandmarketingservicesforthecompletedlotsfortheProject. This appointment includes:

• Coordinatingandmanagingtheadvertising,promotionandmarketingofthefinishedlots;

• Coordinating,negotiatingandoverseeingthecreationofanynewdisplayhomevillageswithintheProjectifrequired; and

• Appointmentandmanagementofsellingagentsandsettlementagentsforthesaleoflots.

Inrelationtotheseservices,theagreementprovidesfortheSales&MarketingManagerwillbepaidaGSTexclusive fee of 2.5% of the GST inclusive gross sale price. The fee will be payable on settlement of any sale transaction.TheTrustwillpayorreimbursetheSales&MarketingManagerforallProjectCostspaidorincurredbytheSales&MarketingManageroutoftheTrustfundsinaccordancewiththeagreement.

Termination ProvisionsThe appointment of the Manager under the relevant Management Agreements continues until the Project is completed, unless terminated earlier by the Trustee upon occurrence of the following events:

• TheManagerhascommittedamaterialbreachofitsdutiesorotherobligationsunderanagreementandthatbreach is not remedied within 60 Business Days; and

• TheManagerbecomesinsolventandisnotcomplyingwithitsobligationsunderanagreement.

The Manager may terminate the relevant Management Agreement upon occurrence of the following events:

• TheTrusteebecomesinsolvent;

• TheTrusteehascommittedamaterialbreachofitsdutiesorotherobligationsundertheagreement,andthatbreach is not remedied within 60 days; and

• Ongiving90days’noticetotheTrust.TherelevantManagementAgreementwillterminateimmediatelyonthetermination of the Manager. The Manager will, however, be entitled to earn fees relating to the sale of lots in the future, irrespective of the termination of the agreement. The Manager will also be entitled to any performance fees derived for the full financial year in which the Manager’s appointment is terminated.

8.5 | Unit Holders DeedInvestors in the Trust will be bound by the terms of the Unit Holders Deed.

Under the Unit Holders Deed, major decisions in respect of the management of the Trust will be decided by an Investor Committee. Investors holding 10% or more of the issued units of the Trust will have the right to appoint a representative on the Investor Committee. The representative will have one vote for each unit held by its appointee.

Certain major matters in respect of the Trust and the Project will need to be approved by The Investor Committee. The Trust Manager may only act in accordance with the decision of the Investor Committee.

Matters which require a special investor committee resolution (75% of votes) include:

• anychangestotheTrustDeedorTrusteeoftheTrust;

• theissueofanynewunits;

• anyacquisitionordisposalwhichexceeds$1.5million;

• anyexpenditurethatisnotincludedintheapprovedbudgetfortheTrustbyavarianceinexcessof10%;and

• anymaterialchangestothebusinessoftheTrust.

Matters which require an ordinary investor committee resolution (50% of votes) include:

• theapprovalofthebudgetorProjectplanfortheTrust;and

• theentryintoanymaterialcontractwithanassociateoftheTrustee.

Investors in the Trust will have certain rights by virtue of the Unit Holders Deed, as well under common law. A copy of the Unit Holders Deed will be provided with this IM.

Those rights will include (but are not limited to) the following:

1. All the Units have equal rights, proportional to the relevant Unit holding, to participate in any capital and distributions paid by the Trust.

2. The right to be notified of and be present at any meeting of the Unit Holders of the Trust, including by proxy, representative, or attorney, including the right to receive all notices, accounts and other documents. The quorum for such a meeting is two members.

3. The right to vote at a meeting of the Unit Holders of the Trust at which the Unit Holder is present in person, or by proxy, representative, or attorney, on a show of hands to one vote and on a poll, to one vote for each fully paid Unit.

4. The right upon declaration of payment of a distribution to be paid the distribution with all other Unit Holders of the Trust in proportion to the number of Units held.

5. Where the Trust is wound up, following the repayment of all liabilities of the Trustee, Unit Holders are entitled to a share of the surplus assets of the Trust in proportion to the number of Units held.

8.6 | Documents available for inspectionThe Trustee will make available the material agreements for inspection by Investors by appointment during normal business hours, including:

• TrustManagementAgreement

• ProjectManagementAgreement

• Sales&MarketingAgreement

9.0 | QUALIFYING INVESTOR

The offer of Units under this IM is only made to ‘Qualifying Investors’.

Qualifying Investors are Investors who meet at least one of the criteria listed below:

• TheInvestorwillsubscribeforatleast$500,000inUnits.Ifjointapplication,theminimumis$500,000for each Investor.

• TheInvestorisa‘professionalinvestor’asthattermisdefinedintheCorporationsAct.

• TheInvestoranditscontrolledcompaniesandtrustshavenetassetsofatleast$2.5million.Ifnoneoftheothercriteria apply then each Investor must provide (or have previously provided) the Trustee with a copy of a certificate from a qualified accountant certifying this asset position. This certificate must not be more than two years old. A copy of an Accountant’s Certificate that can be used for this purpose will be provided upon request.

• TheInvestoranditscontrolledcompaniesandtrustshavehadagrossincomeforeachofthelasttwofinancialyears of at least $250,000. If none of the other criteria apply then each Investor must provide (or have previously provided) the Trustee with a copy of a certificate from a qualified accountant certifying this income position. This certificate must not be more than two years old. A copy of an Accountant’s Certificate that can be used for this purpose will be provided upon request.

Investors will not be issued any Units unless they meet one of the listed criteria and provide any certificates, acknowledgments or other evidence the Trustee requires in order to ensure that the Investor does not require a regulated product disclosure statement in relation to the offer of units under the IM.

The Information Memorandum (‘IM’) has been prepared by the Manager for a limited number of potential investors in relation to the Project, for their exclusive use, on the express understanding that the contents will be regarded and treated as strictly confidential. This IM may not be reproduced or used in whole, or in part, for any purpose other than that for which it is intended.

The contents of this IM and all information relating to the Property, the Little Group (LG) or arrangements surrounding the Property provided by the Manager, its advisers, consultants or any party associated with the Manager which is not public knowledge (‘Information’), is confidential and must not be disclosed by the recipient (‘Recipient’) of the Information to any person except on a need to know basis to:

• Itsemployees;

• Itsconsultants;and

• PersonswhohaveormayhaveanassociationwiththeRecipientinrelationtotheProperty.

The Recipient must ensure that the persons referred to above are aware and comply with these confidentiality requirements. If requested by the Manager, the Recipient must return all Information in the possession of the Recipient and the persons referred to above. The Recipient may be required to sign a confidentiality deed.

Should any recipient of this IM decide against participating in the Trust, the recipient is required to return this IM to the Manager and to destroy all material prepared from and/or containing any information from this IM.

DisclaimerNeither the Manager, LG, nor their directors, members or associates, nor any other person related to the Manager guarantees the performance of the Project, the repayment of capital or any particular rate of income or capital return from or increase in the value of the Trust’s assets.

The regulated fundraising (Product Disclosure Statement) requirements of the Corporations Act do not apply to this offer. The offer is a personal offer and not a public offer. It is therefore only available to those invited to participate. An offer of units in the Trust under this IM can only be made to recipients who qualify as ‘wholesale clients’ under section 761G(7) of the Corporations Act. See section 9.0 in relation to the definition of ‘Qualifying Investor’.

This IM should be read in its entirety. This IM has not been prepared with the investment objectives, financial situation, taxation position or other particular needs, or requirements of any potential Investor. Any Investor who intends to participate in the Trust should make its own independent assessment and investigation of the Trust and of the Property as it deems necessary, including, without limitation, seeking professional advice and must base any investment decision it may make upon such assessment, investigation and / or advice. This IM is not, nor should be construed as, a recommendation by the Manager, LG or any of its affiliates, or any of its affiliates’ officers, agents or employees (each a ‘LG Associate’) to invest in the Trust.

This IM has been prepared to the best of the knowledge and belief of the Manager. It comprises statements of intent and opinion, many of which may or may not be realised or be accurate. The Manager believes the information in this IM including statements of intent and opinion is based on reasonable assumptions.

However, to the maximum extent permitted by law, neither the Manager, LG nor any LG Associate represent or warrant (expressly or impliedly) the accuracy or completeness of this IM or any information contained in it and no responsibility or liability will be accepted by the Manager or any person related to the Manager for any loss or damage, howsoever arising, which results from reliance in whole or in part on such matters.

The Recipient agrees that it shall not seek to sue or to hold the Manager, LG, nor their directors, members or associates, nor any other person related to the Manager liable in any respect whether in contract, negligence, equity or otherwise by reason of provision of the IM or any subsequent information and expressly releases each of them from such claims.

No person has been authorised to give any information (other than contained in this IM), or make any representation, or warranty in connection with the Trust or on behalf of the Trust, the Manager, LG or any LG Associate and any such information, representation or warranty should not be relied on as having been authorised

10.0 | CONFIDENTIALITY AND DISCLAIMER

by the Trust, the Manager, LG or any LG Associate.

No information, disclaimer, statement of rights or obligations or any other limitation or restriction contained in this Disclaimer is intended to inform, or should be read as informing, any person of their legal rights in respect of the information contained in this IM.

This IM does not purport to be complete, accurate or contain all information which recipients may require to make an informed assessment of whether to invest in the Trust. Interested parties should make their own enquiries concerning all aspects of an investment in the Trust and should not rely on any of the Information. Information in this IM may change from time to time. Updated information about the Trust may be accessed at www.progressdevelopments.com.au. No obligation is imposed upon the Manager to advise a recipient of any information of which any party becomes aware of or any change to or any error in, the information contained in the IM.

The Trust is subject to investment risks and investment in the Trust is only suitable for experienced investors with an awareness of the nature and likely quantum of the risk factors set out in section 8.0 of this IM.

Independent Experts’ Reports & Proforma Balance Sheet

CONSULTING ENGINEER JDSI

CONSULTING TOWN PLANNER Burgess Design Group

INDEPENDENT VALUER CB Richard Ellis

ENVIRONMENTAL CONSULTANT Emerge

GEOTECHNICAL CONSULTANT GALT

PROFORMA BALANCE SHEETLittle Consulting Pty Ltd

CHRIS LEWIS, Progress Developments | 0419 966 775 MURRAY RANCE, Little Consulting | 0418 907 576

For more information on this exciting investment opportunity, contact either:

Caversham INFORMATION MEMORANDUM

Documents

Transcript of Caversham INFORMATION MEMORANDUM