LEARN MORE ABOUT THE POTENTIAL OF INVESTING WITH PEAK EQUITIES
INFORMATION MEMORANDUM
250 Camberwell Road
Landmark Office Building in the
Heart of Camberwell Junction
AUGUST 2017
8.5% p.a. INCOME PAID MONTHLY
Opportunity and Returns
WHY PEOPLE CHOOSE PEAK EQUITIES
Monthly Tax- |
Expert Property |
Diversification |
Peace of |
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Mind |
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Effective Income |
Selection and |
and Liquidity |
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Distributions |
Management |
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Communication and Information
Contents
OFFER DETAILS
KEY ATTRIBUTES
PROPERTY DESCRIPTION
LOCATION HIGHLIGHTS - CAMBERWELL
TENANCY SCHEDULE
TENANT DETAILS
GROUND LEASE
2
3
4
6
7
8
8
9
FINANCIAL SUMMARY & |
10 |
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INCOME FORECASTS |
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MANAGER’S ENTITLEMENTS |
11 |
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PEAK PROFESSIONALS |
11 |
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RISK FACTORS |
12 |
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ADDITIONAL INFORMATION |
13 |
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APPLICATION FOR UNITS |
16 |
Offer Details
1. The Trust - Peak Equities Pty Ltd is Trustee of the CAMBERWELL JUNCTION UNIT TRUST, established on 2nd August 2017. The principal activity of the Trust will be the acquisition of the investment property at 250 Camberwell Road, Camberwell in Victoria.
2. Due Diligence - Peak Equities Pty Ltd (the Trustee) is engaged in its detailed Due Diligence investigation and analysis of the property. Subject to the satisfactory outcome of that process, an unconditional contract is expected to be signed on or around 31st August 2017. Settlement will be scheduled for
3. Purchase Price - The purchase price has been agreed at $27,500,000.
4. Term of the Syndicate – It is expected that the property will be held for a period of between
5 and 7 years. The Trustee has discretion to sell the property at any time, if it considers that it is in the interest of Unitholders to do so.
5. Liquidity - The Unitholders Deed governing the operation of the Trust provides investors with a guaranteed right to exit the investment at full market value at any time after the 5th anniversary of the establishment of the Trust.
6. Forecast Distribution Rate - The Trustee proposes to make monthly cash income distributions at the rate of 8.5% per annum to Investors.
7. Funding – Peak Equities has received conditional approval from multiple lenders for funding of
55% of the contract price, on favourable terms. The loan will be advanced on a
3
8. Applications for Units - Each Investor may apply
for between 100 and 1,000 Ordinary Units of $1,000 each in the capital of the Trust (Investment Value $100,000 to $1,000,000). Applications may only be made on the Application Form attached to this Information Memorandum.
9. Offer Period - The offer will remain open until full subscription has been achieved. The Trustee has complete discretion as to the number of Units (if any) to be allocated to each Applicant.
10.20% Deposit Payable - Investors must lodge a deposit equal to 20% of the value of their total investment accompanying their Application.
Deposits funds should be paid directly into the solicitor’s trust account. (see Application Form for details).
11.Balance Payment - The balance of the investment amount will be payable around the end of October, within 7 days of written request from the Trustee. Unit certificates will be issued by the Trustee following receipt of the balance of payment by each investor.
12.Offer Limited to Wholesale Investors - The Offer is available exclusively to Sophisticated
Investors as defined in the Corporations Act
13.Trust Documents - Prior to confirming their investment, intending Unitholders will be provided with a copy of the Trust Deed and the Unitholders’ Deed of the CAMBERWELL JUNCTION UNIT TRUST, and will be required to sign a Deed of Accession, agreeing to be bound by the terms of those documents.
Key Attributes – 250 Camberwell Road
LOCATION
The primary attribute of 250 Camberwell Road, Camberwell is its exceptional positioning in the heart of Melbourne’s iconic Camberwell Junction.
ASSET QUALITY
This prestigious office building was constructed to a high standard in 2002, and has been well maintained both in respect of the building appearance and all of its services. The API tenancy has been fitted out to an extremely high level of specification for the tenant, and is well suited to their
SECURITY OF INCOME
The anchor tenant, API, is a dominant Australian pharmaceuticals company. The tenant is in the early stages of its first lease term, and has invested heavily in
SCARCITY AND DEMAND
Colliers International forecasts demand for office space in the Inner East to substantially outstrip supply. Colliers’ research forecasts a demand for more than 70,000 square metres (sqm), with forecast new supply of only 8,000 sqm. This reflects the limited supply of commercial land in this
LEASEHOLD ACQUISITION
Upon settlement, the Trustee will hold a Leasehold Interest in the property. The land is leased to the Building Owner by a subsidiary company of the Anglican Church. The remaining term of the Ground Lease is 58 years.
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Key Attributes – continued
OPPORTUNITY FOR CAPITAL GROWTH
The terms of purchase of the property create genuine opportunities for capital growth during the forecast holding period. It is the particular legal structure that has enabled the Trustee to acquire the property at an attractive passing yield of approximately 7.5% at the purchase date (7.7% in relation to first year’s net income). The Trust Manager considers that the capitalisation rate attributable to this asset with freehold title would be no greater than 6%, reflecting a value in excess of $40 million, based on current net income.
The Ground Lease provides that the rental payable to the Landowner will increases annually by CPI, whilst the rental income from the building tenants will increase at a substantially greater rate. Colliers International research forecasts a 9% effective rental growth over the year from April 2017 to March 2018. In March 2018, the API rental is subject to
a market review, with the minimum increase being 3.75% and the maximum 7.5%. Assuming the property is sold after 6 years at the same yield at which it has been purchased, this expanding margin between ground rents payable and those receivable by the Trust, is expected to reflect in a real increase in capital value of the property in excess
of $7 million.
The following Table demonstrates the positive impact of the Ground Lease arrangement on the growth in capital value.
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Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 |
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$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
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Rents Receivable |
2,550,856 |
2,646,663 |
2,746,069 |
2,849,209 |
2,956,223 |
3,067,257 |
3,182,461 |
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- Tenants |
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Ground Rent |
434,400 |
443,088 |
451,949 |
460,988 |
470,208 |
479,612 |
489,205 |
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Payable |
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Net Rents |
2,116,456 |
2,203,576 |
2,294,120 |
2,388,220 |
2,486,015 |
2,587,644 |
2,693,257 |
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Receivable |
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Effective Yield |
7.50% |
7.50% |
7.50% |
7.50% |
7.50% |
7.50% |
7.50% |
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Capital Value |
28,219,419 |
29,381,007 |
30,588,261 |
31,842,938 |
33,146,862 |
34,501,923 |
35,910,087 |
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of Property |
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Annual Increase |
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1,161,588 |
1,207,254 |
1,254,677 |
1,303,923 |
1,355,062 |
1,408,164 |
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In Asset Value |
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5
Property Description
250 Camberwell Road
250 Camberwell Road - a landmark, five level modern office building in the heart of Camberwell Junction - occupies a commanding position with frontages to both Camberwell and Burke Roads, and boasts a striking glass façade and completely refurbished interior.
The building is leased to two tenants. The major tenant is a blue chip, ASX Top 200 company, API (Australian Pharmaceutical Industries Ltd), occupying 98% of the net lettable area. The API lease is current to 31 March 2023 with options extending to 2038, and provides for minimum rent increases of 3.75% per annum. A smaller tenancy on the Ground Floor of the building is leased to café operator, Camberwell Food Group Pty Ltd. The café lease has a further 8.5 years to run, expiring in February 2026.
Site Area: |
2750m2 |
Net Lettable Area: |
5420m2 |
Car Parking: |
127 |
WALE at acquisition: |
6 years |
Number of tenants: |
2 |
First year gross income |
$2,550,856 |
First year net income: |
$2,116,456 |
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Location Highlights – Camberwell
Camberwell is an affluent Inner Eastern Melbourne suburb located approximately 9 kms east of the Melbourne Central Business District.
The suburb benefits from the number of high profile and
The suburb abuts the Monash Freeway, which provides easy access to the Melbourne CBD. Camberwell Train Station and Gardiner Railway Station are located within the suburb, as well as tram services along Burke Road, Camberwell Road and Riversdale Road.
Camberwell is home to a number of notable corporate head offices, including Pacific Brands and Bakers Delight. With more than 400 stores offering a diverse mix of retail, hospitality and services, together with the Camberwell Fresh Food Market, the Camberwell Junction shopping precinct is one of Melbourne’s premier retail locations.
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Tenancy Schedule
Tenant |
Australian Pharmaceutical Group |
Camberwell Food Group Pty Ltd |
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(API) |
Pour & Sip |
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NLA m2 |
5307.9 |
112 |
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Term |
10 years |
10 years |
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Expiry date |
31/03/2023 |
28/02/2026 |
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Further terms |
3 x 5 years |
1 x 5 years |
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Outgoings |
100% paid by the tenant |
Payable by tenant |
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except single holding land tax |
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First Year Rent |
$2,490,873 |
$59,983 |
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Rent Reviews |
Annual 3.75% increase with 5 yr market re- |
Annual 4% increase |
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views (min 3.75% max 7%) |
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Car Bays |
127 |
0 |
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Tenant Details
Australian Pharmaceuticals Industries Ltd (API)
Australian Pharmaceutical Industries Limited (API) is one of Australia’s leading pharmaceutical distributors and health and beauty retailers. Founded in 1910 in NSW as The Chemists
API acts as a wholesale supplier, enjoying strategic alliances with pharmaceutical producers and delivering pharmaceuticals to more than 90% of Australian pharmacies.
In 2004 API acquired the Priceline brand and since that time has developed the Priceline Pharmacy franchise model. API has more than 400 Priceline and Priceline Pharmacy stores operating across Australia. API also owns the rights to Soul Pattinson Chemists and Pharmacist Advice brands. The Priceline loyalty program has approximately 5.6 million members across Australia.
Camberwell Food Group Pty Ltd
The ground level café, ‘Pour & Sip’ is owned and operated by the Camberwell Food Group Pty Ltd. Pour & Sip continues to trade strongly and pay all its obligations in a timely manner.
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Ground Lease
Landlord |
Melbourne Anglican Trust Corporation |
Land area m2 |
2,750 |
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Term |
75 years |
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Commencement date |
01/10/2000 |
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Expiry date |
30/09/2075 |
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Further term |
First right of refusal on additional term |
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Current rent payable |
$438,345 |
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Rent reviews |
Annual CPI + market review every 5 years |
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When privately owned land is sold, the title to the land passes to the Purchaser, giving the Purchaser a “freehold” interest in the Property.
When Land is sold by Governments, local Councils, religious institutions, ski resorts etc. the freehold title remains with the selling institution, which leases the Land to the Purchaser under a
In this situation, the Purchaser legally acquires a “Leasehold” interest in the land, and pays an annual Ground Rental to the land owner.
The Purchaser of the Leasehold Interest controls the building and other improvements on the land, which it leases to the building tenants in the same manner as a Freehold owner.
In the case of the property at 250 Camberwell Rd, the land is owned by the Anglican Church, which leased it in 2000 to the original Purchaser under a
In 2017, at the time of Peak Equities’ purchase of this building, the lease over the land has a further 58 years to run. After the
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Financial Summary
Contract Price |
27,500,000 |
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Stamp Duty and Registration Fees |
1,516,105 |
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Establishment Fees - 3.2% |
928,515 |
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Legal, Due Dilligence and Borrowing Expenses |
115,000 |
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Cash Reserve |
365,380 |
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Total Funds Required |
30,425,000 |
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Mortgage |
15,125,000 |
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Investor Equity Required |
15,300,000 |
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Income Forecasts
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Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
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$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
$’000 |
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Rental Income |
2,551 |
2,647 |
2,746 |
2,849 |
2,956 |
3,067 |
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Less |
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Ground Rental |
434 |
443 |
452 |
461 |
470 |
480 |
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Mortgage Interest* |
628 |
628 |
628 |
681 |
681 |
681 |
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Management, Professional |
182 |
182 |
190 |
195 |
195 |
203 |
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Fees and Land Tax |
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Net Income |
1,307 |
1,394 |
1,476 |
1,513 |
1,610 |
1,704 |
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Yield on Equity |
8.54% |
9.11% |
9.65% |
9.89% |
10.53% |
11.14% |
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Capital Expenditure |
102 |
71 |
71 |
71 |
71 |
71 |
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Allowance |
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Income Distributions (8.5%) |
1,345 |
1,345 |
1,345 |
1,345 |
1,345 |
1,345 |
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Cumulative Cash Reserve |
225 |
204 |
265 |
362 |
557 |
846 |
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* Based on a 55% LVR and fixed interest rate of 4.15% - 4.50%.
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Manager’s Entitlements
Category
Establishment Fee
Description |
Entitlements |
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The Manager charges an initial fee calculated |
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as a percentage of the Acquisition Cost of the |
3.2% of Acquisition |
investment property, including stamp duties and |
Cost |
other statutory transaction costs. |
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Interests associated with the Manager have been |
Founder Units are |
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entitled in aggregate to |
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Carried Interest |
allotted 200 Founder Units in the capital of the |
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3.3% of the income and |
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Trust. |
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capital of the Trust. |
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Paid monthly to Peak Equities Management |
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Pty Ltd for managing the assets and all of |
0.50% of the Gross |
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Syndicate |
the activities of the Trust and the interests of |
Asset Value of the Trust |
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Management Fees |
Unitholders. Calculated by reference to the |
(as defined in the Trust |
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Gross Asset Value of the Trust at the end of each |
Deed) |
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financial year. |
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Special CG units will be |
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Interests associated with the Manager have |
entitled in aggregate to |
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20% of the capital gains |
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Capital Gains |
been allotted 200 Special CG (capital gain) |
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available to Unitholders |
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Units in the Trust. |
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following sale of the |
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investment property |
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Charged in respect of the sale of the Trust’s |
1.5% of Sale Contract |
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Selling Fee |
property (from which all external agents’ fees and |
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Value |
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direct selling expenses will be paid) |
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Peak Professionals
Our team of property and financial professionals provide extensive industry experience and proven results.
TOM BORSKY |
DAVID BORSKY |
JAMES WEAVER |
DAN MAGREE |
VANESSA BURNS |
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B.COM |
B.COM LLB |
FAPI FRICS CPV - |
ASSET MANAGER |
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B.EC FCA - MANAGING |
EXECUTIVE DIRECTOR |
NON EXECUTIVE |
PROPERTIES CONSULTANT |
R.E. B.COM, PCA DIP |
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COO |
DIRECTOR |
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DIRECTOR |
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11
Risk Factors
Intending Investors should be aware of the following
risks associated with an investment in the Trust and are advised to seek independent advice before committing to an investment in the Trust.
Investment Risk
Whilst the revenue forecasts provided in this Information Memorandum have been carefully formulated based on current market conditions and reasonable assessment of future conditions, unforeseen or uncontrollable circumstances may arise during the term of the Trust which adversely affect the projected income streams and/or future capital values. There is no guarantee the financial forecasts in this IM will be achieved. There
are a number of risk factors which could impact on the projected income, the tax effectiveness of any distributions, and the return of capital or capital growth.
An investment of this nature carries a certain level of commercial risk, and the performance of the Trust may be affected by a number of factors, many of which are outside the control of the Manager. Some of the significant risks and the way the Manager aims to manage those risks are set out in the sections below. Please note the Manager cannot eliminate all risks and cannot promise that the way it manages them will always be successful.
Liquidity Risk
Units in the Trust will be illiquid for a period of five years, and during that time they may not be readily saleable.
The Manager has no obligation to purchase or redeem Units during the first 5 years of the life of the Syndicate. There is no established secondary market for Units and transfers may only be affected in accordance with the Trust Deed and the Unitholders Deed.
Property Risks
Property investment by its nature involves risk, and an investment in the Trust is no different. The Manager cannot guarantee the occupancy rate of the property, nor the income available for distribution to investors. Neither can the Manager warrant that the eventual sale of the property will generate capital gains to the investors.
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Insurance risks
The Manager will insure the Property for full replacement value. However, the circumstances of a particular
loss or the specific provisions of the insurance policy may preclude a claim being accepted by the insurer. Additionally, there is a risk that the insurance money received may not be adequate to compensate the Trust.
Forecasting risks
The Manager does not guarantee the indicated earnings and rate of distribution set out in this IM. Investors should make their own reasonable enquiries and form an independent opinion of the future performance
of the Trust. The forecast financial information has been derived from financial models which have been developed by the Manager. There is a risk that the models may not be accurate as a result of one or more incorrect assumptions. Assumptions are generally only a best estimate at a point in time.
Borrowing risks
It is intended to partially fund the purchase of the property with debt. Whilst an indicative offer has been obtained there is no guarantee the debt funding will ultimately be made available by the bank. The Manager will be required to meet various conditions before the funding can be drawn down. If the debt funding is not provided the Manager will need to seek an alternative lender and/ or raise additional equity
Debt funding will be secured against the Property, with no recourse to investors. A default under the terms of the loan may lead to the financier exercising its security and selling the Property for a price lower than that which might have been achieved in normal circumstances. This may have a negative impact on the performance of the Trust and potentially a loss of investors’ capital.
Interest rate risk
The Trust will be exposed to interest rate movements between the date of this document and the date at which the bank loan is drawn down. Whilst the bank loan will be advanced at fixed interest rates during the first
General Economic Risks
These relate to the overall risk of a broad range of investments. The returns on all commercial investments are affected by various economic factors including changes in interest rates, exchange rates, inflation and the general state of the economy.
Regulation and Taxation risks
Changes in Federal and/or State government policy
or legislation, may adversely affect the Trust or Investors. The effects of tax may vary depending on the status
of Investors, and may also affect the accessibility of income, the deductibility of expenses, and the treatment
of Trust income or impose additional expenses on the Fund. Investors should seek independent taxation advice in relation to this investment.
Additional Information
MATERIAL CONTRACTS
The following is a summary of documents that are material to the Fund and its activities. This section only contains a summary, which means that all the provisions of each material document are not fully described. Copies of material documents (subject to excluding confidential commercial terms) may be requested from Peak Equities Pty Ltd. (Peak)
1. Purchase Contract
Peak Equities Pty Ltd and the Vendors of the property will execute a Purchase Contract subject to the completion of satisfactory Due Diligence by 31 August 2017.
2. The Trust Deed
The CAMBERWELL JUNCTION UNIT TRUST was created 02 August 2017, with Peak Equities Pty Ltd as trustee and Initial Unitholders being TP & N Borsky as trustees for the T & N Borsky Superannuation Fund, holding 200 Special CG Units and Arrabri Nominees Pty Ltd, as trustee for the Borsky Family Trust holding 200 Founder Units. The entitlements of the special classes of Units are as follows:
Founder Units are issued at $1.00 each and carry
the right to vote at meetings of Unitholders. Following the allotment of Ordinary Units, Founder Unitholders are entitled, in aggregate, to receive 3.3% of all distributions of income and capital of the Trust.
Special CG Units are issued at $1.00 each. The Special CG Unitholders are entitled, in aggregate, to receive 20% of the value of capital gains available to Unitholders following the sale of the Property. They do not have voting rights and have no entitlement to share in distributions of either the income or the capital of the Trust.
3. The Unitholders Deed
The Unitholders Deed was executed by the Trustee and the Initial Unitholders on 03 August 2017. The Unitholders Deed should be read in conjunction with the Trust Deed, and sets out the rights and obligations of Unitholders and the Trustee. New Unitholders (Trust investors) will be required to execute a Deed of Accession, whereby they agree to be bound by the terms of the Trust Deed and the Unitholders Deed. The Deed of Accession and a copy of the Unitholders Deed will be provided to intending Unitholders prior to the confirmation of their investment.
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4. The Management Deed
The Trustee has appointed Peak Equities Management Pty Ltd (PEM) to manage the affairs of the Trust, including the negotiation of purchase terms the trust property; the conduct of all due diligence activities;
5.Killila Property Group Pty Ltd (intended holder of Founder Units and Special CG Units as trustee for the Killila Discretionary Trust). Killila Property Group is associated with Mr James Weaver, a director of Peak Equities Pty Ltd.
6.DJMBar Pty Ltd acting as trustee for the DJMBar Trust. Mr Dan Magree is a member of the Peak
Equities Advisory Board and is a Responsible Officer pursuant to the Peak Equities Pty Ltd AFS Licence. DJMBar receives consulting fees from Peak Equities Management Pty Ltd. Mr Magree is also a director of m3property Pty Ltd, which may receive valuation fees from the Trust.
DISCLOSURE OF INTERESTS
Investors are made aware that the Directors and other officers of Peak Equities Pty Ltd are directors, shareholders and beneficiaries in the below listed entities which are the subject of commercial relationships with the Trust:
1.Peak Equities Management Pty Ltd (Manager of the Trust, acting as trustee for the PE Unit Trust). PEM is associated with Tom Borsky, a director of Peak Equities Pty Ltd.
2.Arrabri Nominees Pty Ltd (initial holder of Founder Units as trustee for the Borsky Family Trust). Arrabri Nominees Pty Ltd is associated with Tom Borsky, a director of Peak Equities Pty Ltd
3.TP&N Borsky (holders of Special CG Units as trustees for the T&N Borsky Superannuation Fund).
4.TTS (Safety) Pty Ltd (intended holder of Founder Units and Special CG Units acting as trustee for the D Borsky Family Trust). TTS (Safety) Pty Ltd is associated with David Borsky, a director of Peak Equities Pty Ltd.
The
In this regard, the Trustee may require investors to provide additional information for identification and verification purposes. Please note that the Trustee may not accept an Application to invest in the Fund until it is satisfied that the identity of the Investor has been verified in accordance with the requirements of the AML/CTF.
If you do not provide a completed Application Form, this may delay the processing of your Application or result in your Application being returned.
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PRIVACY PROVISIONS
Peak Equities Pty Ltd is committed to the protection of your personal information in accordance with the Australian Privacy Principles set out in the Privacy Act 1988.
All personal information held by Peak Equities will be governed by Peak’s most recent Privacy Policy. This Privacy Policy applies to the collection, use and disclosure of personal information. Peak collects your personal information for the purpose of providing its property acquisition and funds management services. The information will not be made available to third parties other than required by our privacy policy and applicable law and to service providers necessary for us to conduct our business activities. If we cannot collect personal information from you, we may not be able to perform the activities listed above.
The personal information collected from you on the Application Form is used to evaluate your Application for Units in this Trust as well as to issue Units, service your needs as a Unitholder and administer the Trust. This includes information that Peak Equities Pty Ltd must pass on to Peak Equities Management Pty Ltd, and other service providers. The personal information you provide is kept for record keeping purposes. If you do not provide the necessary personal information, your Application may not be processed. Once personal information is no longer needed for the Trust and Peak’s records, it is destroyed or
Unitholders have a right to access the information about them held by Peak and to correct any errors as set out in our Privacy Policy. Please advise us of any information that appears inaccurate or incomplete (especially your address and correct investing entity name). You can call Peak on +61 (03) 9863 8380 or write to Peak at the address listed below to access the information held about you held by Peak. If you have any complaint in relation to the manner in which your information has been handled, please contact us.
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As well as reporting to you on your investment, Peak or PEM may use your contact details to let you know about future investment opportunities offered by Peak. If you prefer not to receive these communications, please telephone or write to Peak.
If obliged to do so by law, Peak will pass on your personal information to other parties such as the Australian Taxation Office and other regulatory bodies, strictly in accordance with legal requirements.
COMPLAINTS AND CONTACTING US
Peak Equities Pty Ltd seeks to resolve potential and actual complaints over the management of the Trust to the satisfaction of Unitholders. If a Unitholder wishes to discuss any aspect of the management of the Trust or wishes to lodge a formal complaint, they may do so in writing, by email or by telephone at:
Peak Equities Pty Ltd
Suite 942, 1 Queens Road
Melbourne VIC 3004
Telephone: 03 9863 8380
Email: info@peakequities.com.au
The company will promptly acknowledge any complaint received from a Unitholder, investigate it, and decide in a timely manner any action that needs to be taken.