18979 CIPL Countdown Tokoroa Brochure_HR.indd - Chris Lee

south waikato
proportionate scheme
Offeror’s Statement Countdown Tokoroa. Prepared as at 16 May 2012.
OFFEROR’S STATEMENT 1

offers are invited for subscription
to 85 interests of $50,000 each
on the terms and conditions
set out in this offeror’s
statement.
2
OFFEROR’S STATEMENT

important
information
for investors
The information in this section is required
under the Securities Act 1978.
Investment decisions are very important.
They often have long-term consequences.
Read all documents carefully. Ask questions.
Seek advice before committing yourself.
WARNING
This offer is exempt under the Securities
Act (Real Property Proportionate
Ownership Schemes) Exemption Notice
2002 from the legal requirement to
register a prospectus for this scheme and
to appoint an independent supervisor to
monitor the interests of Subscribers. Your
attention is drawn to the absence of these
statutory protections.
ENGAGING AN INVESTMENT ADVISER
An investment adviser must give you
a written statement that contains
information about the adviser and his or
her ability to give advice. You are strongly
encouraged to read that document
and consider the information in it when
deciding whether or not to engage an
adviser.
Tell the adviser what the purpose of your
investment is. This is important because
different investments are suitable for
different purposes, and carry different
levels of risk.
The written statement should contain
important information about the adviser,
including—
whether the adviser will or may receive
a commission or other benefit from
advising you.
An investment adviser commits an offence
if he or she does not provide you with the
information required.
CHOOSING AN INVESTMENT
When deciding whether to invest, consider
carefully the answers to the following
questions that can be found on the pages
noted below:
What sort of investment is this? 10
Who is involved in providing
it for me? 14
How much do I pay? 17
What are the charges? 18
What returns will I get? 20
What are my risks? 26
Can the investment be altered? 31
relevant experience and qualifications,
and whether dispute resolution facilities
are available to you; and
what types of investments the adviser
gives advice about; and
whether the advice is limited to
investments offered by one or more
particular financial institutions; and
information that may be relevant to the
adviser’s character, including certain
criminal convictions, bankruptcy, any
adverse findings by a court against the
adviser in a professional capacity, and
whether the adviser has been expelled
from, or prohibited from joining, a
professional body; and
How do I cash in my investment? 31
Who do I contact with enquiries
about my investment? 32
Is there anyone to whom I can
complain if I have problems with
the investment? 32
What other information can
I obtain about this investment? 33
any relationships likely to give rise to
a conflict of interest.
The adviser must also tell you about
fees and remuneration before giving
you advice about an investment. The
information about fees and remuneration
must include—
the nature and level of the fees you will
be charged for receiving the advice; and
NOTE: The information provided by CIPL Investments Limited in this Offeror’s Statement is not personalised and does not take into account the particular
financial situation or goals of any person. CIPL Investments Limited employees cannot provide you with personalised financial advice. To obtain advice tailored
to your particular circumstances, please contact a professional financial adviser.
OFFEROR’S STATEMENT 3

4 COUNTDOWN SOUTH WAIKATO OFFEROR’S STATEMENT

table of
contents
IMPORTANT INFORMATION FOR INVESTORS 3
Warning 3
Choosing an Investment 3
Engaging an Investment Advisor 3
KEY INVESTMENT DETAILS 7
Proportionate Ownership Scheme 7
The Property – 51 Torphin Crescent, Tokoroa,
South Waikato 7
Tenant 7
Location plan 7
The Lease 8
Syndicate structure 8
9% return to Subscribers 8
Taxation 8
Term 8
Property Management 8
Timetable 8
How do you Subscribe 8
1.0 WHAT SORT OF INVESTMENT IS THIS? 10
1.1 Description of Proportionate Ownership Scheme 10
1.2 Description of the Property 10
1.3 Material contracts relating to improvements
to the property 11
1.4 Covenants in respect of the property 11
1.5 Land Information Memorandum relating
to the property 11
1.6 Options in respect of the property 11
1.7 Material details concerning rights of occupation
of the property 11
1.8 Financial standing of the tenant 13
2.0 WHO IS INVOLVED IN PROVIDING IT FOR ME? 14
2.1 Information about persons associated with the
Proportionate Ownership Scheme 14
2.2 Qualifications and experience of the Manager 14
2.3 Asset Management agreements relating
to the Property 15
2.4 Interests of the Offeror, Manager and others 15
3.0 HOW MUCH DO I PAY? 17
3.1 Purchase Price 17
3.2 Bank Loan 17
4.0 WHAT ARE THE CHARGES? 18
4.1 Types and amount of charges 18
4.2 Establishment costs 18
4.3 Ongoing annual costs 18
4.4 On the sale of the property 18
4.5 Other possible fees 18
4.6 Remuneration of Offeror 19
5.0 WHAT RETURNS WILL I GET? 20
5.1 Income and expenses relating to the Scheme 20
5.2 Financial information in respect of the Property 20
5.3 Prospective Financial Statements 2 1
5.4 Notes and Assumptions 23
6.0 WHAT ARE MY RISKS? 26
6.1 Liabilities relating to the scheme 26
6.2 Not being able to recoup their original investment 26
6.3 Not receiving the forecast return on their investment
in the scheme 26
6.4 Circumstances in which further payments may be
required from subscribers 27
6.5 General risks with Schemes of this nature 27
6.6 Consequences of insolvency 28
7.0 CAN THE INVESTMENT BE ALTERED? 31
7.1 Alteration of securities 31
8.0 HOW DO I CASH IN MY INVESTMENT? 31
8.1 Early termination 31
9.0 WHO DO I CONTACT WITH ENQUIRIES ABOUT
MY INVESTMENT? 32
9.1 Enquiries about the scheme 32
10.0 IS THERE ANYONE TO WHOM I CAN COMPLAIN IF I HAVE
PROBLEMS WITH THIS INVESTMENT? 32
10.1 Complaints about the scheme 32
11.0 WHAT OTHER INFORMATION CAN I OBTAIN
ABOUT THIS INVESTMENT? 33
11.1 Annual information 33
11.2 On request information 33
12.0 OTHER INFORMATION 33
13.0 APPLICATION TERMS AND CONDITIONS 33
14.0 MINIMUM INVESTMENT 33
15.0 HOW TO APPLY 33
16.0 DISTRIBUTION OF RETURNS 33
AUDITORS REPORTS 34
APPLICATION FORM 37
DIRECTORY 42

key
investment
features
new 20 year initial term lease
9% projected pre-tax cash return
60 Year total available lease term
Countdown – one of New Zealand’s largest
retail organisations
$50,000 minimum investment for your share
of the title
New Countdown supermarket – operated by
General Distributors Limited (“the Tenant”) -
a subsidiary of the Australian parent company
Woolworths Limited
Fixed rental growth at year 5 with additional
turnover rent reviews
Well located servicing South Waikato
and Tokoroa Communities
Cash Return paid monthly
Only 85 units available
6
OFFEROR’S STATEMENT

key
investment
details
PROPORTIONATE OWNERSHIP
SCHEME
CIPL Investments Limited (the ‘Offeror’)
offers investors an opportunity to
purchase a proportionate share of the
land and buildings at 51 Torphin Crescent.
This offer is being made through Colliers
International New Zealand Limited. Each
investor will acquire (through a nominee)
a proportionate interest in the individual
registered title to 51 Torphin Crescent,
Tokoroa, South Waikato through the
South Waikato Proportionate Ownership
Scheme herein referred to as “the
Scheme”. The Property will be held by
a nominee company as bare trustee for
the subscribers.
85 INTERESTS IN THE
SCHEME ARE BEING
OFFERED AT $50,000 EACH.
The offer will close at 5.00pm on 12 June
2012. However, CIPL Investments Limited
reserves the right to close the offer at
any time prior to that date or to extend
the offer in accordance with the below
paragraph headed “Timetable”. The
Offeror also reserves the absolute right in
its sole discretion to accept or reject any
application in whole or in part without
assigning any reason.
The property is located between
O’Sullivan Drive and Torphin Crescent,
Tokoroa. It is situated 150m 2 east from
State Highway 1. Countdown South
Waikato is the sole tenant on this
10,532m 2 site and provides extensive
on grade carparking with 158 carparks.
The supermarket is a ground level
supermarket on an even site.
Constructed in 2011 from a reinforced
concrete floor, steel framed portal with
a concrete tilt slab finish of 2,235m 2 of
lettable area, the building sits on over
1.5 hectares of land and is easily accessed
from both Torphin Crescent and
O’Sullivan Drive. There is a hardstand area
as part of the goods loading compound.
Countdown commenced trading in
this new store in June 2011 and offers
a standard supermarket layout
encompassing delicatessen, seafood,
butchery, bakery around the periphery
and central food aisles with checkouts at
the front of the store. The entrance is from
the carpark. The store has a mezzanine
floor offering amenities, staff meeting
rooms and offices.
LOCATION PLAN
TENANT
The premises are leased to General
Distributors Limited which is a wholly
owned subsidiary of Progressive
Enterprises Limited and trades as
Countdown Supermarket. Progressive
Enterprises Limited is the wholly owned
New Zealand operating company of an
Australian listed company, Woolworths
Limited. Woolworths Limited has a market
capitalisation of approximately AUD$33
billion. In New Zealand, Progressive
Enterprises Limited operates the
Woolworths and Countdown brands with
turnover of NZ$5.3 billion (for 52 weeks
ended 29 June 2011). The lease is not
guaranteed by these parent entities.
Within New Zealand:
160 Countdown Supermarkets
throughout New Zealand,
Employing over 18,000 New Zealanders
Delivering a product range to an estimated
2.5 million New Zealanders each week
Several dedicated meat processing plants,
warehouse operations and support offices
For further details on the Tenant investors
may refer to www.countdown.co.nz or
www.woolworthslimited.com.au
O’Sullivan Drive
Subscriptions must be made on the
application form contained on page 37
of this Offeror’s Statement. Application
forms and this Offeror’s Statement have
been made available through Colliers
International New Zealand Limited.
CurrieSt
Main Rd
Baberton St
Further details of the Scheme are set
out on page 10.
THE PROPERTY –
51 TORPHIN CRESCENT,
TOKOROA, SOUTH WAIKATO
This commercial retail property is
home to Countdown, South Waikato.
Torphin Cres
Pentland Tce
Glencorse St
Mossop Rd
OFFEROR’S STATEMENT 7

THE LEASE
The Property is subject to a brand new
gross lease of 20 years to General
Distributors Limited. With further rights
of renewal totalling 60 years, the final
expiry date is 2072 (assuming the tenant
exercises all rights of renewal). Current
gross rental is $658,860 p.a. plus GST.
On the fifth anniversary of the
Commencement Date the annual base
rent is increased by 5% (to $691,803 plus
GST pa) and five yearly thereafter the rent
is reviewed to the higher of the previous
base rental or the average of the turnover
rent amount payable during the three
lease years immediately preceding the
review date plus the then current base
rent. The annual base rent following each
review cannot decrease.
SYNDICATE STRUCTURE
The South Waikato Proportionate
Ownership Scheme structure will be
established in a similar manner to
all previous Commercial Investment
Properties Limited proportionate
ownership schemes. All investors are
offered the opportunity to purchase a
proportion of the registered freehold
title in the subject land and buildings.
The purchase price of the Property is
$7,515,000. This is to be funded by way of
a non-recourse bank debt with the balance
by way of investor’s equity. The offeror has
negotiated a favourable bank offer fixing
the margin and liquidity premium for a
period of 5 years at 1.9% above the banks
90 day bill rate. Full bank offer details are
disclosed on page 17.
The Offeror has received an independent
market valuation from CBRE Limited
valuing the property at $7,500,000 a copy
of which is attached with this Offeror’s
Statement.
Applications must be made on the
Application Deed accompanying this
Offeror’s Statement.
9% RETURN TO INVESTORS
Following settlement of the acquisition of
the Property, the Scheme is forecast to
provide a cash return of 9% per annum
payable by way of monthly distribution.
The return does not take into account
any retained profit or loss that may result
from rental activities or any increase or
decrease in the value of the Property.
It also does not take tax or depreciation
into account. It is based on, and subject
to, the notes and assumptions to the
prospective financial statements set out
on pages 23-25.
Subscribers should seek their own
independent tax advice on their tax
position. This is a net return and is
calculated after all outgoings have been
accounted for. A portion of the outgoings
for the Property are payable by the
Tenant, however, should the Tenant
default in payment of the outgoings, these
costs will be deducted from the return to
Subscribers.
Cash distributions will be made to
Subscribers monthly in arrears, with
payments being made within 10 working
days of the 1st day of each subsequent
month. Payments will commence within
10 working days of the 1st of the month
following the month in which settlement
of the purchase of the Property occurs.
TAXATION
Subscribers will be liable for any tax
due on income from the Scheme after
taking into account the tax deprecation
allowances available to them (if any).
The Manager will advise the taxable
income to Subscribers annually.
TERM
The Scheme has no fixed term. The
Offeror regards commercial property
investment by way of proportionate
ownership as a long term investment. The
Scheme may however be terminated by a
special resolution, this being a resolution
passed by Subscribers holding not less
than 75% of votes cast at a meeting of
Subscribers.
PROPERTY MANAGEMENT
Commercial Investment Properties Limited
has been active in property syndication
since 2003, currently managing 23 active
property syndicates with total property
assets under management in excess of
$200 million. Commercial Investment
Properties Limited jointly tendered
for the right to purchase 3 Countdown
Supermarkets with KCL Property Limited
(“KCL”). Together both KCL and the
Offeror have completed the syndication
of the first supermarket in Pukekohe
and now have worked jointly completing
the due diligence and compilation of
the offer documents on the other two
Countdown properties, one of which
is Tokoroa, and intend to manage the
Countdown supermarkets combining their
management resource. The Property and
the Scheme will be managed by KCLP
Management Limited (the “Manager”)
which was established in 2012 by
Commercial Investment Properties Limited
and KCL Property Management Limited.
The Directors and key management
staff of the Manager have considerable
property experience in property
development, facilities and asset
management, property investment,
business administration and finance
and accounting services to single entity,
syndicate property owners and portfolio
owners in areas extending from the
management of a property portfolio in
New Zealand and Brisbane, Australia. This
investment opportunity is based around
the market knowledge and experience of
these people.
Further details of the Manager’s
experience are set out at section 2.2.
Management and administration will
involve:
Collection of Rent;
Payment of outgoings payable by the
scheme;
Management of the Property and
tenancies in accordance with the best
industry standards;
Undertaking and overseeing accounting
matters;
Reporting to the Subscribers and to the
directors of the Nominee;
Arranging annual general meetings of
all Subscribers.
Management of the Scheme will involve
overseeing income distributions to
Subscribers and general accounting
matters, and reporting to the Subscribers
and to the directors of the Nominee.
Further details of the management
obligations are set out below at
paragraph 2.3
TIMETABLE
The offer contained in this Offeror’s
Statement closes at 5.00pm on 12 June
2012. . However, the Offeror reserves the
right to close the offer at any time prior
to that date or extend the offer by up to
10 business days without prior notice to
Subscribers.
Settlement of the purchase of the Property
is scheduled for 22 June 2012.
In the event that the Property is not
acquired, each Subscriber’s application
money plus interest at call rates (less
commission and resident withholding tax
or, if applicable, non-resident withholding
tax) will be returned.
HOW DO YOU SUBSCRIBE?
Investors may secure this investment
opportunity with a minimum subscription
of $50,000. Applications should be
completed on the Application Form
accompanying this Offeror’s Statement.
8
OFFEROR’S STATEMENT

By signing the Application Form, a
Subscriber authorises the Manager to
execute the Property Ownership Deed
containing the rights and obligations of
the Subscribers, Manager and Nominee,
on the Subscriber’s behalf.
No Subscriber may hold more than
12 Interests without the consent of the
Offeror with only 85 available in total.
Completed and signed Application Forms
must be forwarded with cheques for
the full subscription made payable to
Thompson Blackie Biddles Limited Trust
Account, to Thompson Blackie Biddles,
lawyers to the Scheme.
Any interest received on investor’s funds
held in the Thompson Blackie Biddles
Limited Trust Account will be credited
to the investor’s bank account, less
any associated fees, bank charges or
resident withholding tax following the
commencement of this Scheme.
In the event that this Scheme does not
proceed subscriptions will be returned to
the Subscribers in full in accordance with
this Offeror’s Statement, plus any interest
earned (less Resident Withholding Tax).
Cheques must be payable to:
Thompson Blackie Biddles Limited Trust
Account.
For Direct Credit payment details please
contact the Offeror or Kylie Tietjens of
Thompson Blackie Biddles at
kylie.tietjens@tbblegal.com or phone
(09) 361 7054.
Completed Application Deeds with
attached cheque should be mailed
directly to:
Thompson Blackie Biddles Limited
Level 29, SAP Tower, 151 Queen Street
PO Box 1996, Shortland Street
AUCKLAND 1140.
OFFEROR’S STATEMENT 9

1.0
what sort
of investment
is this?
1.1 DESCRIPTION OF PROPORTIONATE
OWNERSHIP SCHEME
CCIPL Investments Limited through
Colliers International New Zealand
Limited (“the Offeror’s Agent”) is offering
Subscribers this new opportunity
through a proportionate ownership
scheme to be established in accordance
with the Securities Act (Real Property
Proportionate Ownership Schemes)
Exemption Notice 2002 (“the Scheme”)
to acquire a proportionate ownership of
a freehold property at 51 Torphin Crescent,
Tokoroa (“the Property”).
85 units in the Scheme are being
offered at $50,000 each (each “an
Interest”). Individual Subscribers
(each “a Subscriber” and together “the
Subscribers”) may purchase one or more
Interests in the Scheme though the Offeror
must consent to any subscription to more
than 12 Interests ($600,000 by any one
investor). The Scheme will only begin if this
offer is fully subscribed and the Property
Ownership Deed has been executed. The
Offeror may subscribe to an Interest or
Interests in the Scheme.
The Scheme is a property investment
syndicate with each Subscriber receiving
an Interest in the Property. It will be
established by the execution of the
Property Ownership Deed by KCLP
Management Limited (a new management
entity formed by the amalgamation
of management between Commercial
Investment Properties Limited and KCL
Property Management Limited) (“the
Manager”) and South Waikato Nominees
Limited (“the Nominee”) and through
the Manager’s execution of the Property
Ownership Deed (both for itself and also
as the attorney for those people who
successfully subscribe under this offer),
this will have the effect of binding all the
successful Subscribers to the terms of the
Property Ownership Deed.
Each Interest in the Scheme will confer
equal rights and obligations on the holder
in respect of entitlements to income and
capital of the Scheme. Each Interest will
also confer one vote on the holder in
respect of matters on which Subscribers
are entitled to vote. Information about
returns to which Subscribers will be
entitled, and the manner in which they will
be calculated, is set out in section 5 below.
The 85 Interests will raise a total sum
of $4,250,000 which together with
$3,750,000 of first mortgage borrowings
will be used to acquire the Property and
to fund the establishment costs.
Subscribers must purchase a minimum
of one Interest for $50,000.00, payment
to accompany the Application Deed and
to be received no later than 12 June 2012.
By acquiring an Interest, a Subscriber
will acquire a proportionate share in
the Property. The certificate of title for
the Property will be held on behalf of
all Subscribers by the Nominee (South
Waikato Nominees Limited) which is a
recently incorporated company wholly
owned by the Manager. The Nominee’s
purpose is to hold the title and the
mortgage to the Property for and on
behalf of all Subscribers in accordance
with the terms of the Property Ownership
Deed, and to be a party to the Property
Ownership Deed.
The Manager is the first manager of the
Scheme.
The Scheme itself will be managed on
behalf of Subscribers by the Manager
pursuant to the terms of the Property
Ownership Deed. It will manage and
administer the Property and will also
administer the Scheme, in each case for
a fee which will be deducted from the
Scheme’s income. Further details are set
out in sections 2.3.
A copy of the Proportionate Ownership
Deed is available upon request and
available for inspection at the offices of
the Offeror or can be provided on request
to the Offeror.
The offer contained in this Offeror’s
Statement will close on 12 June 2012
or such later date as the Offeror may
determine (being no later than 21 June
2012) unless earlier subscribed in full
(“Closing Date”). However, the Offeror
reserves the right to close or extend the
offer at any time prior to that date and
by itself to subscribe for an Interest or
Interests in the Scheme in its name or in
the name of any incorporated company.
The Offeror’s Agent also reserves the
right to apply for an Interest or Interests
in the Scheme.
The Offeror has the absolute right in its
sole discretion to accept or reject any
application in whole or in part without
giving any reason.
1.2 DESCRIPTION OF THE PROPERTY
The Property to be purchased by
Subscribers for the purposes of the
Scheme is located at 51 Torphin Crescent,
Tokoroa, South Waikato and known as the
Countdown Supermarket.
The supermarket was completed and
commenced trading in June 2011 in a new
purpose built building with the Tenant as the
sole tenant. The building is manufactured
to a high standard and has onsite
carparking for approximately 158 cars.
The site area is 10,532m 2 with a 138 metre
frontage to Torphin Crescent and 94
metres to O’Sullivan Drive.
LOCATION
The Property is located in the South
Waikato town of Tokoroa, more particularly
encompassing 12-20 O’Sullivan Drive and
37-53 Torphin Crescent, commonly known
as 51 Torphin Crescent, Tokoroa.
The Property is located approximately 300
metres south of Tokoroa’s main retail area
and 150 metres east of State Highway 1.
The surrounding area comprises
predominantly medium density residential
housing.
10
OFFEROR’S STATEMENT

LEGAL DESCRIPTION
The Property is contained within one the
freehold title of 1.0532 hectares described
as Lots 167-173 & 618-623 Deposited
Plan South Auckland 1564, contained
within identifier 538397. The interest
and notations registered on the title are
specified below.
IMPROVEMENTS AND CONSTRUCTION
The Supermarket provides 2,788m 2 of
gross lettable area with 158 carparks
on site. The building is constructed with
reinforced concrete slab foundations,
reinforced concrete floor slab, steel portal
framing, concrete tilt slab external walls,
aluminium framed windows and doors and
a long run metal roof.
For a more detailed review of the Property
and the buildings thereon refer clause 3
of the CBRE valuation provided with this
Offeror’s Statement.
CONDITION & REPAIR
Based on the valuer’s visual inspection,
the Property is recorded as being in
an excellent condition given its recent
construction.
1.3 MATERIAL CONTRACTS RELATING
TO IMPROVEMENTS TO THE
PROPERTY
As at the date of this Offeror’s Statement
the buildings on the Property have
been fully constructed. There are no
further proposals to extend or upgrade
these buildings or to construct any new
buildings.
1.4 COVENANTS IN RESPECT OF THE
PROPERTY
The freehold title is subject to the following
interests.
Instrument S44414: : Building Line
restriction which prevents any buildings
or hoardings from being erected within
8 feet of the Property boundary adjoining
Torphin Crescent.
Instrument 8339544.4 This easement
instrument contains a restrictive land
covenant preventing the neighbouring
landowners (located on the North West
and South West boundaries) from making,
being a party to or financing any objection
in opposition to any applications for
requisite planning, rezoning and resource
consents and other approvals and permits
submitted by the owner of the Property.
The exception being that the covenant
does not apply where any applications
relates to a use of the Property that is:
a) industrial in nature (involving large
scale manufacturing and/or disposal or
treatment of household or commercial
waste); and/or
b) would (when viewed objectively) be
considered disreputable by nature and/
or offensive or objectionable to families.
Instrument 8723324.1: A right of way
easement in favour of the South Waikato
District Council over part Lot 171, 172 and
623 all DPS 1564 (comprising part of the
title). The easement requires the owner
of the Property to ensure that there is an
adequately illuminated pedestrian access
way made available to the public at all
times. The access way must be marked
with pedestrian crossings whenever it
crosses over any part of the Property that
is used for vehicle access.
The following statutory notations are
registered against the title:
Crown Minerals Act 1991: this notation
records that the Property is subject to
section 11 of the Crown Minerals Act 1991
which reserves the Crown’s ownership of
any petroleum, gold, silver, uranium and
every other mineral existing in its natural
condition in the land.
Conservation Act 1987: this notation records
that the Property is subject to Part IV A of
the Conservation Act 1987 which reserves
ownership of a 20 meter wide marginal strip
between the Property and any foreshore,
lake or river in the Crown. No foreshore, lake
or river adjoins the Property.
1.5 LAND INFORMATION
MEMORANDUM RELATING TO THE
PROPERTY
The Offeror has obtained a Land
Information Memorandum (“LIM”) in
accordance with Section 44A of the Local
Government Official Information and
Meetings Act 1987 which is available for
inspection at the offices of the Offeror.
The Property is zoned residential under
the South Waikato District Plan and
operates pursuant to resource consent
issued in June 2010.
The Property is subject to a number
of standards imposed by the resource
consent which include hours of operation
(7am – 10pm), lighting, security, noise,
graffiti removal and odour. These will
continue to be monitored by the South
Waikato District Council and may require.
The LIM has been referred to the
independent valuer.
A copy of the LIM is available for
inspection at the offices of the Offeror and
the Offeror’s Agent.
1.6 OPTIONS IN RESPECT OF THE
PROPERTY
The Vendor under the conditional
agreement for sale and purchase for the
Property (“the Agreement for Sale and
Purchase”) is General Distributors Limited.
The purchaser is recorded as Hamden
Holdings Limited or nominee, a company
which will nominate the Agreement for
Sale and Purchase to the Nominee, for no
charge, as the purchaser of the Property
prior to declaring the Agreement for Sale
and Purchase unconditional by way of
deed of nomination. The Nominee will be
South Waikato Nominees Limited and
GST registered prior to the time of supply.
The agreement was conditional upon due
diligence until 14 May 2012, and an equity
raising period, due to expire on or about
19 June 2012. Settlement is anticipated to
be 22 June 2012.
The Tenant has the right of first refusal to
acquire the Property in the event of any
sale. For so long as the Tenant is a member
of the Progressive Group, the Tenant also
has an option to purchase the Property
at market value if there is any change in
the legal control of the landlord so that
the landlord becomes a competitor of the
Tenant. The Tenant also has a right of first
refusal to re-let the Property on expiry of
the lease or development or replacement
premises following termination of the lease
for damage or destruction. For further
details in respect of these options, please
refer to the key terms of the lease set out
at section 1.7 below.
There is no other option, buy back or
similar arrangement in relation to the
Property.
1.7 MATERIAL DETAILS CONCERNING
RIGHTS OF OCCUPATION OF THE
PROPERTY
The Property comprises one tenancy
with the material lease terms summarised
as follows:
Tenant – General Distributors Limited
Guarantor – Nil
Bank Guarantee – Nil
Premises – The land comprising
approximately 1.0532 hectares as shown
outlined in blue on the Plan and forming all
the land comprised in Certificate of Title
538397 (Lot 167-173, 618-619, 621 and Lot
622 and Lot 623, 620 Deposited Plan South
Auckland 1564) (South Auckland Registry)
situated at 12-20 O’Sullivan Drive and
37-53 Torphin Crescent, Tokoroa together
with the Building erected on the Land.
OFFEROR’S STATEMENT 11

Commencement Date – The date the
purchase of the Property is settled.
Initial Term – 20 years
Rights of Renewal –8 x 5 years
Renewal Procedure – 3 months notice
Final Expiry Date – 60 years less one day
following the commencement date
Rent – $658,860 (“Base Rent”) plus
Turnover Rent.
Turnover Rent – Turnover Rent = Turnover
Rent Percentage Amount, less Base Rent,
less increase in outgoings (rates and
insurance increases).
Turnover Rent Percentage Amount:
i) 2.25% of Turnover up to and including
$34,300,000;
ii) 2.00% of Turnover in excess of
$34,300,000 up to and including
$39,300,000; plus
iii) 1.75% of Turnover in excess of $39,300,000
Payment of Turnover Rent to be within
10 working days of receipt of Landlord
Invoice, to be determined with reference
to Tenant Turnover Certificates to be
provided at the end of the Tenant’s
monthly accounting period.
Rent Review details – Every 5 years as
follows:
On the 5th anniversary of the
Commencement Date the Base Rent shall
increase to higher of $691,803 plus GST
or the Reviewed Base Rent sum thereafter
to the Reviewed Base Rent amount:
Reviewed Base Rent = Base Rent +
(Aggregate Turnover Rent for previous
3 years/3)
Outgoings – Semi-gross Lease whereby
the rent includes the outgoings, provided
that the Tenant shall pay any increase in
the rates and insurance premiums from
those payable at commencement date
together with the Tenant’s utilities.
Default interest – 2% above the Landlord’s
bank’s overdraft rate applicable during
continuance of the default.
Permitted use – The display and retail sale
of all types of goods and merchandise and
the supply of such services as may be sold
or supplied by a Supermarket from time
to time or such other use permitted or
enabled under any operative or proposed
District Plan.
Maintenance – The Tenant is obligated to
maintain the interior of the building, and
some of the Landlord’s Fixtures and Fittings,
in good order, repair and condition.
The Landlord is obligated to undertake the
bulk of the maintenance which includes
maintaining the roof gutters, downpipes
and canopies of the Premises and preserve
watertightness and weather proofness of
the Premises;
maintain and repair all of the Services;
keep the carparks clearly marked
maintain the carparks (including
removing glass and fixing potholes
within prescribed timeframes)
repaint the exterior when required by
the Tenant
Replace / overhaul Landlord fixtures
and fittings when due
Ensure there is sufficient electrical
installations and systems serving
the premises
Replacement of Fixtures and Fittings – The
Landlord is required to replace or overhaul
such of Landlord’s Fixtures and Fittings
when such items are in the reasonable
opinion of the Tenant are properly due for
overhaul or replacement. The Tenant has
confirmed that these Fixtures and Fittings
are not, in their reasonable opinion, in
need of overhaul or replacement.
Electrical Services – The Landlord is to
ensure there are adequate and sufficient
electrical installations and systems serving
Premises for the Tenant’s use. In the event
the Tenant determines the electrical
installations and systems are no longer
adequate (supported by independent
report) – the Landlord shall do the work
recommended at its cost. Failure of
electrical services can entitle the Tenant
to full rent abatement. The Tenant has
confirmed that the electrical services
in the Property are currently adequate
and provide a sufficient level of electrical
supply to the Premises. To the extent
that such matters are foreseeable, the
Tenant, in their reasonable opinion, does
not expect the electrical installations and
systems to become inadequate or to fail
to provide a sufficient level of electrical
supply within the next 5 years.
Rebranding/ Refurbishment – If the
Tenant’s rebranding or refurbishment
requires the Landlord to complete repairs,
replacement, alterations, additions or
other works to the Premises to ensure
rebranding or refurbishment to the
current Tenant standard, the Landlord
shall be required to carry out this work
provided that, if the Landlord and Tenant
cannot agree an appropriate return on the
Landlord’s investment (in good faith), the
Tenant can complete the works at its cost
with not improvement rent payable.
If the Tenant carried out the work, the
Tenant can elect to take a further 10 year
right of renewal of the lease.
Assignment and Subletting – Requires
Landlord consent, however this must
be given if conditions within the lease
are fulfilled. There is no requirement
an assignee must be the operator of a
business of equivalent or similar substance
to the Tenant.
The assignor will be released upon
assignment to a non-related party, subject
to the lease being varied to include market
rent reviews as opposed to turnover rent
provisions.
Rights of Refusal: First right to purchase –
The Tenant has the right of first refusal to
purchase the Property when the Landlord
wishes to sell, together with a right to
purchase triggered by the Landlord’s
intention to sell any legal or beneficial
interest in the Property to a competitor.
First right to re-lease – If the Landlord
chooses to lease the Premises following
the final expiry of the lease, the Landlord
must allow the Tenant, for up to 5 years
after the Final Expiry, a first right of
refusal on such terms as the Landlord
shall determine.
Future Planning – The Landlord must use
its best endeavours to ensure the status
of the Premises in the retail hierarchy
under any relevant or operative
or proposed district plan; and the
external road infrastructure as at the
commencement date is maintained.
The Landlord may therefore be required
to make submissions or object (as
appropriate) any changes to any plan
which would effect the status of the
Property as a Countdown Supermarket,
or for any approvals for a development
that would compete with the Premises
within the Development Radius of 2km.
Additions and Alterations – The Tenant
can complete alterations without Landlord
consent to refurbish the Premises, alter,
refurbish or replace external signage,
install trolley locking devices and other
mechanisms within the carpark. Other
work can be undertaken with Landlord
consent, not to be unreasonably withheld.
Removal / Reinstatement – The Tenant
can complete alterations without Landlord
consent to refurbish the Premises, alter,
refurbish or replace external signage,
install trolley locking devices and other
mechanisms within the carpark. Other
work can be undertaken with Landlord
consent, not to be unreasonably withheld.
Damage and Destruction – If the Premises
are damaged to such an extent that it
is not viable for the Tenant to trade, the
tenant can serve notice within 30 working
days to terminate the lease or if not
reinstated within 12 months can serve
30 working days notice to terminate.
12
OFFEROR’S STATEMENT

Rent will not be paid for that part of
the Premises unable to be used due to
damage or destruction (potentially all).
If the lease is cancelled by Landlord
pursuant to this clause 15, the first rights
to re-lease continues where Landlord is
Landlord or related company thereof.
Petrol Station Option – The Tenant has
the option to request the building of
a petrol station on the Land which the
Landlord can complete if it can agree the
rent to enable an appropriate commercial
return on construction value, if not the
Tenant can complete and no extra rent
shall be payable.
Form of Lease – Lease is General Distributors
Limited’s standard lease - semi-gross
Deed of Lease for a standalone premises.
1.8 FINANCIAL STANDING OF THE
TENANT
GENERAL DISTRIBUTORS LIMITED
General Distributors Limited was first
registered on the New Zealand Companies
Register on 30 September 1987. The
company has it’s registered office at
80 Favona Road, Mangere, AUCKLAND.
The company is 100% owned by
Progressive Enterprises Limited, a wholly
owned subsidiary of the ASX listed
Woolworths Limited, though the lease
is not guaranteed by the parent entities.
General Distributors is the principal
operating company of Progressive
Enterprises Limited within New Zealand.
It holds the majority of freehold property
and leasehold interests of the Progressive
Enterprise group within New Zealand.
Revenue for the New Zealand Supermarkets
within the Woolworths group for the
13 weeks to 1 April 2012 was $1.397 billion an
increase of 2.9% on the same quarter for
the previous year. Annual revenue for the 52
weeks ended 29 June 2011 was $5.3 billion.
For a copy of the financial statements of
Woolworths Limited, incorporating the
earnings of General Distributors Limited,
see www.woolworthslimited.com.au. . Note
that Woolworths Limited is not a guarantor
of the lease.
The Offeror has not been provided with
any further financial information or
financial statements in respect of General
Distributors Limited and prospective
investors must take this into account in
their assessment of the financial standing
of the tenant and whether to invest in the
Scheme. The Offeror is unable to provide
full financial information relative to this
Tenant to investors who are recommended
to take into consideration the lack of
availability of this information from this
Tenant when deciding whether to invest.
OFFEROR’S STATEMENT 13

2.0
who's involved
in providing it
for me?
2.1 INFORMATION ABOUT PERSONS
ASSOCIATED WITH THIS
PROPORTIONATE OWNERSHIP SCHEME
a) The Promoter and Offeror of the
Scheme is CIPL Investments Limited
whose offices are located at Level 4,
5 High Street, Auckland CBD, Auckland
1010 and whose registered office is at
335 Devon St East, New Plymouth 4340.
Its directors are Cheryl Tracy Macaulay
of Level 4, 5 High Street, Auckland 1010,
Bryce Robert Barnett c/- 335 Devon
Street East, New Plymouth and Phillip
Michael Hinton, c/- 335 Devon Street
East, New Plymouth.
b) The Manager of the Scheme is KCLP
Management Limited whose registered
office is 335 Devon Street East,
New Plymouth.
The Directors of the Manager are:
Cheryl Tracy Macaulay
40 Kildare Avenue, Glendowie,
Auckland 1071
Bryce Barnett
Cnr Devon and Mountain Roads,
New Plymouth
Phillip Michael Hinton
106 Buller Street, New Plymouth
The qualifications and experience of the
Manager and its directors are outlined at
paragraph 2.2 below.
c) South Waikato Nominees Limited,
335 Devon Street East, New Plymouth
is the Nominee. All of the shares in the
Nominee are held by the Manager on
behalf of the Subscribers.
The directors of the Nominee are:
Cheryl Tracy Macaulay
c/- Level 4, 5 High Street, Auckland CBD
Phillip Michael Hinton
c/- 335 Devon Street East, New Plymouth
Alternate director:
Christopher Brian Rudd
c/- 335 Devon Street East, New Plymouth
Cheryl Macaulay and Phillip Hinton are
directors of CIPL Investments Limited and
directors of KCLP Management Limited.
Christopher Rudd is the Finance and
Investment Manager for the KCL Property
group of companies.
d) The Nominee’s purpose is to hold
the Property as bare trustee for the
Subscribers in accordance with the
terms of the Property Ownership Deed,
and to be a party to the Property
Ownership Deed.
e) All subscriptions and net interest on
those subscriptions will be held in the
trust account of Thompson Blackie
Biddles, Level 29, 151 Queen Street,
PO Box 1996, Shortland Street,
Auckland 1140.
f) Subscriptions will be released when
registerable title to the Property is
obtained by the Nominee on behalf of all
Subscribers. Each investor will (through
the Nominee) receive a proportionate
beneficial interest in the title to the
Property. In the event that the Property
is not acquired (for example, due to
default by the vendor) each Subscriber’s
subscription (together with net interest
on such proportion of the subscription)
will be returned to each Subscriber.
g) Interests in the Scheme are being
offered through Colliers International
New Zealand Limited, Level 27, SAP
Tower,151 Queen Street, Auckland 1140.
h) The initial Independent Accountants
are KPMG, Chartered Accountants of
Auckland. The auditor will be appointed
at the discretion of the Manager.
i) The Nominee, South Waikato Nominees
Limited, is a company established by
the Manager to act solely as nominee
on behalf of Subscribers to the Scheme.
The directors of the Nominee are Cheryl
Tracy Macaulay and Phillip Michael
Hinton with Christopher Brian Rudd as
alternate director.
j) The Nominee is a party to, and its
activities are governed by, the Property
Ownership Deed.
2.2 QUALIFICATIONS AND
EXPERIENCE OF THE MANAGER OF
THE PROPORTIONATE OWNERSHIP
SCHEME
KCLP Management Limited was formed
in 2012 pursuant to an amalgamation of
the property management businesses of
Commercial Investment Properties Limited
and KCL Property Management Limited.
The experience and qualification of the
Manager draws on that of Commercial
Investment Properties Limited and KCL
Property Management Limited, and their
directors set out below.
Commercial Investment Properties Limited
was formed in 2003 by its sole director
Cheryl Macaulay and has syndicated
approximately $200 million of property
since its inception.
Cheryl has a Masters degree in Business
and a degree from Ball State University
in Ohio in Economic Development.
She is a member of the New Zealand
Institute of Management and the Institute
of Directors. Cheryl has worked in
property development in the UK and has
over 25 years experience in business,
conveyancing and property.
KCL Property Management Limited is part
of the KCL Property group of companies
which have been active in property
syndication since the mid 1990s. The
KCL Property group has an extensive
portfolio of managed properties totalling
in excess of $550 million in value. The KCL
Property Group has within its portfolio
58 syndicated properties, seven of which
commenced in the mid 1990s.
Bryce Robert Barnett is the founder of
the KCL Property group of companies
and is a director of the Manager. Bryce
has extensive experience in property
development, investment, management
14
OFFEROR’S STATEMENT

and finance and this investment
opportunity draws on his market
knowledge and management skills.
Phillip Michael Hinton is also a director
of the Manager and has a background
as a registered valuer with Telfer Young
(Taranaki) Limited, specialising in
commercial valuations for some twenty
years. He has been with the KCL Property
group of companies since 2002 and is
managing director of Kawaroa Consultancy
Limited specialising in investment, analysis,
management and development.
The Manager will draw upon its in-house
property managers and accounts staff
together with a network of external
providers throughout New Zealand.
The Manager is the first manager of
the Scheme and will be responsible for
managing the Property in accordance with
the terms of the Property Ownership Deed.
2.3 ASSET MANAGEMENT
AGREEMENTS RELATING TO THE
PROPERTY
1) The material details of the Asset
Management Agreement relating to
the Property contained in the Property
Ownership Deed are as follows:
a) The Manager shall manage the
Property for the term of the
Scheme, subject to the provisions
of the Property Ownership Deed
which deals with the removal and
appointment of the Manager;
b) i) The Manager will receive a
management fee of 3.75% plus
GST of the annual rental received
by the Nominee in respect of the
property. This fee will be paid
quarterly in advance.
ii) The Manager will also be paid
an annual accounting fee of
$5,000 plus GST This fee may
be increased annually by the
movement in the CPI (All Groups)
Index paid quarterly in advance
c) The Manager will receive fees
for various lease negotiations,
finance arrangements and project
management services and the like
that may occur – refer section 4;
d) On a sale of the Property the
Manager will be entitled to a fee of
2% plus GST of the sale price for
conducting the sale process;
e) The Manager is empowered to
manage the Property and to
undertake maintenance and
improvements to the Property and
is empowered to incur financial
liability if the Tenant is liable for
such costs or if required as a result
of negotiations under the lease or
for any future leases of other parts
of the Property or at the Manager’s
sole discretion. Without limiting this
power, the Manager shall only be
entitled to borrow monies in addition
to the initial borrowings specified
in the Offeror’s Statement, not
exceeding 55% of the market value
of the Property, for the purposes of
repairs, refurbishing or carrying out
alterations for leasing of the Property
to new tenants. This figure may
increase by extraordinary resolution
of the Subscribers.
f) The remuneration of the Manager
may not otherwise be increased
except by ordinary resolution of the
Subscribers; and
g) The procedures for making decisions
that may affect the interests of
Subscribers are:
i) Any aspect relating to
management of the Scheme
may be amended by Subscribers
passing an ordinary resolution of
the Scheme and such resolution
will be binding on the Manager
provided that no such resolution
shall operate to invalidate a prior
action of the Manager which was
valid at the time it was taken.
ii) The Manager is authorised pursuant
to clauses 6.8 and 6.9 of the
Property Ownership Deed to incur
financial liability on behalf of the
Subscribers where expenditure is
required under any tenancy and
does not exceed $50,000.00 plus
GST in respect of any one item,
or where expenditure is required
for repairs that are necessary to
protect the Property. The Manager’s
right to borrow in addition to the
initial bank loan to buy the Property
is restricted to 55% of the market
value of the Property.
iii) All other financial liability incurred
by the Manager (to the extent
not provided for in this Offeror’s
Statement) on behalf of the
Subscribers requires prior sanction
by ordinary resolution of the
Subscribers.
iv) The Subscribers may remove
the Manager, or any subsequent
manager appointed in place of
the Manager, by extraordinary
resolution if the Manager fails to
perform its duties pursuant to the
Property Ownership Deed and has
not remedied such default within 14
days of receiving written notice of
the default.
v) The Subscribers may by
extraordinary resolution make
alterations to or limitations to the
powers and duties of the Manager.
2) A copy of the Property Ownership Deed
which contains the asset management
agreement will be provided to a
prospective Subscriber on request and
may be inspected free of charge at
the offices of the Manager, Offeror or
Offeror’s Agent.
2.4 INTERESTS OF THE OFFEROR,
MANAGER AND OTHERS
The following are transactions relating to
the Scheme in which the Offeror, Manager
or any person associated with them have
an interest:
1) The Agreement for Sale and Purchase
between General Distributors Limited
as vendor and Hamden Holdings
Limited as purchaser. Hamden Holdings
Limited will, if the Agreement for Sale
and Purchase is declared unconditional,
nominate the agreement to the
Nominee as purchaser for no charge.
Hamden Holdings Limited is part of
the KCL Property group of companies
which also includes the Manager. The
Agreement for Sale and Purchase states
the purchase price at $7,515,000 plus
GST (if any). The deposit of $100,000
will be paid by CIPL Investments Limited
(or a related party thereof) which will
receive a refund of that sum and will
charge interest and bank costs until
the refund is received, at the time of
purchase of the Property. Settlement
of the transaction is set down for
22 June 2012.
2) The Manager is a party to the Property
Ownership Deed which will be signed
between the Manager and the
Nominee, for itself and on behalf of all
Subscribers, particulars of which are
set out under clause 2.3 of this Offeror’s
Statement. The Manager will undertake
management of the Property for the
Subscribers of the Scheme.
3) The Manager receives annual
remuneration pursuant to the Property
Ownership Deed as follows:
a) Management fee of 3.75% plus
GST of the rental income received
from tenants of the Property paid
quarterly in advance
b) The accounting fee of $5,000 plus
GST per annum paid quarterly in
advance. This fee will be adjusted
annually to the movement in the
CPI Index.
The Manager may receive further
remuneration if certain events occur
in relation to the Property such
OFFEROR’S STATEMENT 15

as refurbishment, extension or
redevelopment and this is set out in the
Property Ownership Deed and section 2.3
of this Offeror’s Statement.
The Manager may also subscribe for
Interests in the Scheme in its own name.
4) on completion of the offer and once the
Nominee obtains title to the Property
an initial offerors fee of $178,025 plus
GST in consideration of negotiating the
contract to purchase the property and
acting as Offeror for this offer;
5) Brokerage for sourcing investors to
subscribe to the Scheme at a rate of
2% of the amount subscribed to by any
investor who subscribes is payable to
the Offeror or its agents, or Colliers
New Zealand Limited as the
Offeror’s Agent.
6) The Offeror and/or any related
company of the Offeror may subscribe
for Interests in the Scheme.
7) The Offeror and the Manager will each
derive a material benefit from, and be
materially interested in, the Property
Ownership Deed. The Manager derives
benefit from the fees set out above for
the management of this Scheme and
the Property.
8) Cheryl Tracy Macaulay, Bryce Robert
Barnett and Phillip Michael Hinton as
Directors and beneficial shareholder
of the Offeror and Manager are persons
who will derive a material benefit from
the Offeror.
16
OFFEROR’S STATEMENT

3.0
how
much
do i pay?
3.1 PURCHASE PRICE
The Property is being purchased from
General Distributors Limited for a
purchase price of $7,515,000 plus GST
(if any). Investors may participate in the
scheme by completing the application
form on page 37. There are 85 units
available at $50,000 each.
Settlement of the purchase is due to take
place on or about 22 June 2012.
The Property is being purchased as a
supply within section 11(1)(mb) of the
Goods and Services Tax Act 1985 on
which GST is chargeable at the rate of
zero percent.
Details of the purchase and costs involved
in establishing the scheme are as follows:
Purchase price $7,515,000
Establishment Costs $385,847
Surplus on Acquisition (incl. GST refund) $99,153
Total $8,000,000
This is to be funded by
Subscriptions 85 interests @ $50,000 $4,250,000
Bank Loan $3,750,000
Total $8,000,000
Preliminary Establishment costs payable by the scheme
Offeror’s fee $178,025
Brokerage / Commission $85,000
Legal fees $45,000
Deposit funding cost $822
Accounting & Audit review $9,000
Property Valuation fees $8,000
Marketing $40,000
Chattels valuation fee $7,500
Bank loan and legal fees $7,500
Contingency / Improvements Fund $5,000
Total establishment costs $385,847
GST on set up costs (to be refunded by IRD) $55,879
Surplus funds on acquisition $43,274
BANK LOAN
A credit approved finance proposal has
been received from Westpac Bank on the
following terms:
a) Amount - $3,750,000
b) Security –
i) A first registered and exclusive
mortgage over the Property.
ii) A first and exclusive registered
general security agreement over
the assets and undertakings of the
borrower; and
iii) An assignment over the lease in
relation to the property
c) Loan term – 5 years from initial draw
down
d) Establishment fee – $2,250
e) Personal Guarantees/Recourse – no
personal guarantees. The Nominee will
enter into the loan and borrow the loan
amount from Westpac Bank and on
behalf of all of the Subscribers. The loan
will be limited to the security against the
Property provided by the Nominee and
is non recourse against the Subscribers
f) Interest rate – the agreed interest rate
at time of making this offer is 5.35%.
This includes a bank margin of 1.9%
which has been agreed to be fixed for
a period of 5 years. The 5 year fixed
rate including margin of 1.9% would be
5.35%. The rate of 5.40% has been used
in the prospective financial statements.
The interest expenses are based on
no principal repayments during the
five year term of the loan. Please refer
to the Notes and Assumptions to the
Prospective Financial Statements for the
Periods Ended 31 March 2013 and 2014
for the comprehensive interest rate
assumptions for the Scheme throughout
these periods.
g) Principal repayments – nil during the
term of the loan. The full loan amount
is repayable in full at the end of the
loan term.
h) Interest payments – monthly in arrears
i) The net income of the Property must
be maintained at a level no less than 2
times the actual interest cost
j) Loan to value ratio not to exceed 55%
k) Westpac consent is required for a
change of manager
l) Should Westpac Bank loan conditions
be breached at any stage the Westpac
bank will have a right to require
immediate repayment of all or part of
the loan.
OFFEROR’S STATEMENT 17

4.0
what
are the
charges?
4.1 TYPES AND AMOUNT OF CHARGES
The following charges are or may be
payable by Subscribers, by deduction
from the Scheme:
4.2 ESTABLISHMENT COSTS
a) The preliminary establishment costs set
out on page 17.
4.3 ONGOING ANNUAL COSTS
a) An annual Scheme and Property
administration and management fee
of 3.75% of the rental from the tenants
of the Property plus GST will be payable
to the Manager for managing the
Scheme and the Property. This fee will
be payable quarterly in advance
b) An annual accounting fee of $5,000
plus GST per annum paid quarterly in
advance, which fee may be increased
annually by the movement in the CPI
(All Groups) Index, paid to the Manager.
c) The cost of preparation and audit of
financial statements (an allowance of up
to $7,000 plus GST per annum has been
made).
d) The valuation fee (estimated at $5,000
plus GST and disbursements per
annum).
e) Legal fees arising in relation to
attendances on management of the
Property and the Scheme, including
documenting rent reviews and
attendances in relation to any sale of
the Property (charged on the basis of
time spent).
f) Bank fees (estimated at $100 per
annum).
g) Interest charges payable to Westpac
New Zealand Limited (estimated at
$202,500 per annum based on 5.40%
for the first full year based on the
proposed 5 year fixed rate).
h) Outgoings, property maintenance
expenses and costs (to the extent not
recoverable from the Tenant). The
Manager has the ability to undertake
maintenance improvements at its sole
discretion if the expense does not
exceed $60,000 per annum exclusive
of GST. Expenses exceeding $60,000
per annum exclusive of GST can only
be undertaken with the approval of
the Subscribers who hold not less than
50% of the total interests. The Manager
however may undertake maintenance
and improvements necessary to
comply with the terms of a lease where
that maintenance or improvement is
payable by the tenant under the lease.
Subject to the Subscribers’ right to
sanction an increase in the Manager’s
fee in accordance with the Property
Ownership Deed, neither the Manager
nor any other person has the right to alter
the Manager’s charges referred to above.
Third party charges (including those
charged by real estate agents, the bank,
legal advisors, accountants and valuers)
will be set by the relevant third parties and
may be subject to change.
ON THE SALE OF THE PROPERTY
a) Commission on the sale of any or all of
the Property, estimated at 2.5% of the
sale price plus GST payable to a real
estate agent.
b) The Manager will be entitled to a fee of
up to 2% of the sale price (excluding real
estate agent fees) plus GST.
c) Legal fees arising in relation to
attendances on the sale of the Property
and repayment of the bank loan
(charged on the basis of time spent).
d) Any early repayment fee to the bank in
the unlikely event that the Property is
sold prior to expiration of the loan term.
Neither the Manager nor any other person
has the right to alter the Manager’s
charges referred to above. Third party
charges (including those charged by real
estate agents, the bank, legal advisors,
accountants and valuers) will be set by the
relevant third parties and may be subject
to change.
OTHER POSSIBLE FEES
a) Legal fees for any future leasing,
renewals of lease, assignments, rent
reviews, refinancing and other matters
incidental to management of the
Property will be charged on the basis
of time spent;
b) Leasing fees by external agencies
involved in any such negotiations will be
charged separately at that time;
c) In the unlikely event that the Property
is sold during the term of the loan there
may be an early repayment fee which
is likely to be calculated on the loss
suffered by the bank in early repayment
of those monies and will depend upon
whether interest rates increase or
decrease over the fixed interest rate
term;
d) If there is a shortfall between the rental
income received from the Property and
the outgoings payable by the Scheme,
the Manager is empowered under the
Property Ownership Deed to recover
the shortfall from Subscribers.
None of the detailed charges are payable
by the Offeror. The charges specified are
all payable from the Scheme and may
affect the amount of returns to investors.
None of the above charges are payable
by the Manager.
Should Subscribers wish to sell their
interest, there may be brokerage
commission payable to a financial planner,
broker, real estate agent or any other
professional acting in a brokerage capacity
in respect of any agency arrangements
entered into by a Subscriber relating
to the sale of a Subscriber’s interest in
the Scheme, as well as applicable legal
fees, out of pocket expenses and an
administration charge of $1,000 plus GST
from the Manager for any such sale.
The Manager is obliged under the Property
18
OFFEROR’S STATEMENT

Ownership Deed to account to Subscribers
for all charges which affect returns to
Subscribers. Particulars of these charges
will be included in the audited financial
statements relating to the Scheme, copies
of which will be sent to all Subscribers.
There is no other procedure available to
Subscribers to ascertain the amount of
the charges referred to above that are
not expressed as dollar amounts (or as a
percentage of another dollar amount).
Neither the Manager nor any other person
has the right to alter the Manager’s
charges referred to above other than as
specified. Third party charges (including
those charged by real estate agents, the
bank, legal advisors, accountants and
valuers) will be set by the relevant third
parties and may be subject to change.
4.4 REMUNERATION OF OFFEROR
The Offeror derives no remuneration in its
capacity as Offeror other than the Offeror’s
fee and brokerage which it will receive for
establishing and promoting the Scheme.
Following completion of the offer and once
the Nominee obtains title to the Property
at 51 Torphin Crescent, Tokoroa, South
Waikato a one-off fee of $178,025 plus GST
is payable to CIPL Investments Limited as
Promoter and Offeror of this Scheme in
consideration of negotiating the contract
to purchase the Property, developing this
opportunity establishing the Scheme and
acting as Offeror for this offer. The Offeror
will also be entitled to a brokerage fee
equivalent to 2% of any Subscriber funds
sourced by the Offeror.
OFFEROR’S STATEMENT 19

5.0
what
returns
will i get?
5.1 INCOME AND EXPENSES RELATING
TO THE SCHEME
All income in respect of the Scheme will
be received by the Nominee, as Landlord
of the Lease of the Property and as bare
trustee for the Subscribers. The Manager
will account for all income and expenses
relating to the Scheme.
The basis on which profits are to be
distributed between the Subscribers is
in accordance with each Subscriber’s
proportion of ownership in the Scheme,
subject to the provisions of the Property
Ownership Deed.
The projected income and expenditure
for the first full year of the Scheme is set
out in the prospective financial statements
referred to in clause 5.3 of this Offeror’s
Statement. Cash distributions will be made
to Subscribers within 10 working days of
the 1st of each month.
Profits are distributed at the discretion
of the Manager, taking into account
likely future expenditure. There is no
specific agreement as to distribution of
set amounts of profit, however, based on
the prospective financial statements and
the Manager’s property management
experience, the Manager expects the
Scheme to have sufficient cash surpluses
to pay Subscribers, on a monthly basis,
a cash return of 9% per annum assuming
Subscribers hold their Interest for a
full one year period. Subscribers are
advised to seek tax advice from their own
professional advisors on their individual
tax positions.
A bank account will be opened for and
on behalf of the Scheme to receive all
income receipts, pay all expenditure
items and make all income distributions to
subscribers. The bank account signatory
will be a Director of the Manager.
5.2 FINANCIAL INFORMATION IN
RESPECT OF THE PROPERTY
This Scheme is a new scheme and the
Nominee company is a newly incorporated
company, incorporated for the specific
purpose of the Scheme. Neither the
Scheme nor the Nominee company have
previously traded and for this reason
historical financial data is not available.
The Property’s current owner was not able
to provide historical financial information
specific to the Property.
The Offeror does not have (and could not
reasonably obtain):
a) a statement of income and expenditure
for the Property for a financial year
ending not more than 5 months before
the date of this Offeror’s Statement
that accords with generally accepted
accounting practice and has been
reviewed by a member of the
20 OFFEROR’S STATEMENT

New Zealand Institute of Chartered
Accountants; or
b) a statement of cash flows for the
Property for a financial year ending not
more than 5 months before the date of
this Offeror’s Statement that accords
with generally accepted accounting
practice and has been reviewed by a
member of the New Zealand Institute of
Chartered Accountants.
5.3 PROSPECTIVE FINANCIAL
STATEMENTS
Prospective financial statements in respect
of the Scheme for the financial years to 31
March 2013 and 2014 (which follow):
a) comprise statements of financial
position, financial performance and
cashflows; and
b) accord with generally accepted
accounting practice; and
c) have been reviewed by the partnership
of KPMG, a member of the Institute of
Chartered Accountants of New Zealand
(whose report can be found on page
34-35).
PROSPECTIVE STATEMENT OF COMPREHENSIVE INCOME
For the periods ended 31 March 2013 & 2014
(nine months)
(twelve months)
31/03/13 31/03/14
$ $
Revenue
Rent Income 466,693 658,860
Interest 2,373 3,200
469,066 662,060
Less Expenses
Audit Fee 7,000 7,000
Interest - Loan 143,692 202,500
Legal & Valuation Fees 1,250 5,000
Operating Expenses 4,425 5,900
Property Management Fee 21,251 29,710
Unrecovered Opex 24,488 32,652
Unrecovered Repairs & Maintenance 9,000 12,000
211,106 294,762
Net rental before Investment Property revaluation
and establishment expenses and taxation 257,960 367,298
Movement in value of investment property (15,000) -
Expensed establishment costs (64,822) -
Taxation - -
Profit/(Loss) 178,138 367,298
Other Comprehensive Income - -
Total Comprehensive Income $178,138 $367,298
PROSPECTIVE STATEMENT OF CHANGES IN EQUITY
For the periods ended 31 March 2013 & 2014
(nine months)
(twelve months)
31/03/13 31/03/14
$ $
Total Comprehensive Income 178,138 367,298
Subscriptions (85 @ $50,000 each) 4,250,000 -
Less
Establishment Costs (321,025) -
Distributions to Subscribers (271,766) (382,500)
3,835,347 -$15,202
Equity at the beginning of the period - 3,835,347
Equity at the end of the period $3,835,347 $3,820,145
OFFEROR’S STATEMENT 21

PROSPECTIVE STATEMENT OF CASHFLOWS
For the periods ended 31 March 2013 & 2014
(nine months)
(twelve months)
31/03/13 31/03/14
Cash will be provided from:
Rental Receipts
Rental Receipts 466,693 658,860
Management Fees Received 0 0
Interest Received 2,373 3,200
GST 14,958 0
484,024 662,060
Cash will be applied to:
Operating Expenses
Audit Fee - 7,000
Interest - Loan 126,493 202,500
Legal & Valuation Fees 1,250 5,000
Operating Expenses 4,425 5,900
Property Management Fee 21,251 29,710
Unrecovered Opex 24,488 32,652
Unrecovered Repairs & Maintenance 9,000 12,000
186,907 294,762
Net Cashflow from Operating Activities $297,117 $367,298
Cashflows from Investing Activities
Cash applied to:
Property Purchase (7,515,000) -
Establishment Costs (441,726) -
Net Cashflow from Investing Activities ($7,956,726) -
Cashflows from Financing Activities
Cash to be provided from :
Equity Subscriptions 4,250,000 -
Secured Bank Loan 3,750,000 -
GST on Establishment Costs 55,879 -
Cash applied to:
Distributions to Investors (239,892) (382,500)
Sinking Fund (7,500) (10,000)
Net Cashflow from Financing Activities $7,808,487 ($392,500)
Net Increase / (Decrease) in Cash 148,878 (25,202)
Cash at start of period - 148,878
Cash at end of period $148,878 $123,676
22
OFFEROR’S STATEMENT

PROSPECTIVE STATEMENT OF FINANCIAL POSITION
as at 31 March 2013 and 2014
31/03/13 31/03/14
Assets $ $
Cash at Bank 148,878 123,676
Sinking Fund 7,500 17,500
Total Cash at Bank 156,378 141,176
Investment Property at Valuation 7,500,000 7,500,000
$7,656,378 $7,641,176
Current Liabilities
GST Payable 14,957 14,957
Accruals 56,074 56,074
71,031 71,031
Long Term Liabilities
Secured Term Liabilities 3,750,000 3,750,000
3,821,031 3,821,031
Equity 3,835,347 3,820,145
$7,656,378 $7,641,176
5.4 NOTES AND ASSUMPTIONS TO THE PROSPECTIVE STATEMENTS FOR THE PERIODS ENDED 31 MARCH 2013 AND 2014
Prospective financial statements in respect
of the Scheme for the nine months ending
31 March 2013 and one full accounting
year commencing after the date of the
Offeror’s Statement, in accordance with
the Exemption Notice are set out below.
Note that the annual balance date of the
Scheme will be 31 March.
SIGNIFICANT ASSUMPTIONS
The prospective financial statements have
factored no rent increases, nor turnover
rent, per the relevant lease agreements.
$64,822 of preliminary establishment
costs has been included as a cost of the
investment property. The balance of
$321,025 has been included in equity. The
determination of this split is in line with NZ
IAS 40 – Investment Property
and is based on our experience with
similar schemes.
The independent valuers’ valuation of the
investment property as at 22nd June 2012
has been adopted to establish the value of
the property at 31 March 2013 and 2014.
No representative or warranty is given as to the
accuracy or completeness of the prospective
financial information or the assumptions.
Some of the key risk factors associated
with the future financial performance of
the Scheme are discussed in the section
headed ‘Risks’ in this Offeror Statement.
These assumptions are adopted by the
Offeror at the date of this Offer. Actual
results may differ from the prospective
financial statements depending on
rent increases, interest rates and other
expenses. The resulting variance may be
material. There is no intention to update
the prospective financial statements
subsequent to presentation.
The Offeror, Manager and Nominee
give no guarantee or assurance that the
projections will be achieved.
GENERAL ASSUMPTIONS
There will be no material changes in existing
political, economic and financial conditions
in New Zealand that may materially affect
the Scheme or its activities. There will be no
changes to legislation or its administration
that have a material impact on the
Scheme’s operations.
There will be no material industrial
disputes, unusual competitive activity or
any other unforeseen events, occurring
through any cause that may significantly
affect the operations of the Scheme.
There will be no disruptions such as
earthquakes, fire, floods or any other
unforseen natural disasters.
No allowance has been made for the
impact of inflation on the expenses of the
Scheme in the projections.
SPECIFIC ASSUMPTIONS
1. CAPITAL RAISING AND FUNDING
$4,250,000 will be raised from
subscriptions for Interests in the Scheme
in the period ending 12 June 2012. These
Prospective Financial Statements assume
settlement of the Property occurs on
22 June 2012. The actual settlement date
may be earlier or later than this date.
These funds, together with a secured
bank term loan of up to $3,750,000 will be
used for the purchase of the Property and
to fund preliminary and issue expenses,
general set-up costs of the Scheme and
to provide for working capital, repairs
and maintenance. The bank term loan
is assumed to bear interest at an initial
rate of 5.40% per annum. The offer is for
a period of 5 years, with key covenants
being a Loan to Value Ratio (LVR) of
55% and Interest times cover of 2 times
(income divided by interest expense).
The annual interest rate assumption we
have used is 5.40%. The current interest
rate using a 90 day rate is 4.60% including
bank margin of 1.9%. The bank current 5
year interest rate as at 8 May 2012 is 5.1%.
2. PURCHASE OF INVESTMENT PROPERTY
The projection has been based on the
acquisition price of $7,515,000 (per
conditional Sale & Purchase agreement). On
2nd May 2012 CBRE visited the property and
has valued the Property at $7,500,000 and
it is assumed that this value will not change
during the year ended 2013 and 2014.
3. LEASE INCOME
The total lease income is calculated at
$658,860 per annum. No rent increases
nor turnover rent have been allowed for
in the cash flows until 1 July 2017.
4. INTEREST INCOME
Interest income is based on 2.5% per
annum on surplus funds invested arising
from income received on the 1st of each
month and expenses being paid later
each month.
OFFEROR’S STATEMENT 23

5. OPERATING EXPENSES
The overheads of the Scheme are
estimated to be $92,262 and will be paid
in the period that they are incurred. With
the exception of Interest, Distributions and
Principal payments (expenses for March)
and Audit Fees, which will be accrued at
each balance date. Overhead expenses are
based on experience with similar schemes.
6. DISTRIBUTIONS
The distributions are targeted to be
an approximate 9.0% per annum
distribution to Investors for the first year
of the Scheme on the aggregate dollar
amount of all Interests in the Scheme
issued to Investors. The distribution is
based on cash available before taxation.
Unforeseen circumstances that impact
the profitability of the Scheme could
affect this projected rate of return. Further
details of circumstances in which returns
to Investors could be reduced are set out
in the section headed ‘What Are My Risks’
in this Offeror’s Statement. It is intended
that distributions will be made monthly in
arrears on the 9th day of the subsequent
month. The first distribution is expected to
be for July (part month) 2012 and be paid
on 9th August 2012.
7. REPAIRS AND MAINTENANCE OF
BUILDING STRUCTURE
It is assumed that structural repairs and
maintenance will be costs of the Scheme.
A general allowance of $12,000 per annum
(estimated based on experience) has been
allowed for such repairs and maintenance
in the projections. Should any of the
$12,000 allowed for not be utilised or
spent in any year, it will be accumulated
and carried forward to future years.
8. CAPITAL EXPENDITURE/FUTURE
INVESTMENT
It is assumed that there will be no
unanticipated capital expenditure.
9. PRELIMINARY AND ESTABLISHMENT
EXPENSES
Preliminary and establishment expenses
are assumed to be $385,847 and have
been funded from the subscriptions raised
in the Equity section of the Balance Sheet.
These are based on experience with
similar schemes.
SENSITIVITY ANALYSIS
The assumed annual interest rate from the
Prospective Statement of Comprehensive
Income for the periods ended 31 March
2013 and 2014 is 5.40% per annum. The
following table shows how a 1% movement
in the assumed interest rates would
impact the income of the Scheme:
+1%
-1%
Amount annual
Income would
change (pre-tax)
As a % pa of
Investor Initial
Equity ($4.25m)
Amount annual
Income would
change (pre-tax)
As a % pa of
Investor Initial
Equity ($4.25m)
2013 2014
($26,505) ($37,500)
(0.88%) (0.88%)
$26,505 $37,500
0.88% 0.88%
STATEMENT OF ACCOUNTING
POLICIES – THESE ARE UNAUDITED
PROSPECTIVE FINANCIAL
STATEMENTS
REPORTING ENTITY
The prospective financial statements
presented above are for the Scheme
which is managed by the Manager.
The Offer is made in accordance with the
Exemption Notice.
South Waikato Nominees Limited will
act as a Nominee and custodial trustee
for Investors in the Scheme. Title to the
Property is held by the Nominee on behalf
of each Investor.
The prospective financial statements have
been prepared in accordance with the
requirements of the Financial Reporting
Act 1993. In particular the requirements of
Financial Reporting Standard 42 (FRS 42)
– Prospective Financial Statements.
MEASUREMENT BASE
The prospective financial statements have
been prepared on the historical cost basis,
as modified by the revaluation of certain
assets as identified in specific accounting
policies below.
SPECIFIC ACCOUNTING POLICIES
The prospective financial statements
are prepared in accordance with
New Zealand generally accepted
accounting practice which includes
compliance with NZ equivalents to
International Financial Reporting
Standards (NZ IFRS) and International
Financial Reporting Standards (IFRS) as
appropriate for profit orientated entities.
The accounting policies that materially
affect the measurement of financial
performance, financial position and cash
flows are set out below.
INVESTMENT PROPERTY
The investment property will initially
be recorded at its original cost and
thereafter, annually re-valued based on an
independent valuation from a registered
valuer. Changes in the investment
property valuation will be recorded in the
Statement of Comprehensive Income.
PRELIMINARY AND ESTABLISHMENT
COSTS
Costs relating to the establishment of the
Scheme and securing of funding will be
met by subscription monies received and
recorded within the 31 March 2013 financial
results.
REVENUE RECOGNITION
Interest and lease income will be
accounted for as earned.
DEPRECIATION
No allowance has been made for
depreciation in the Prospective Statement
of Comprehensive Income for the
year ended 31 March 2013 and 2014 in
accordance with the accounting treatment
of Investment Properties, and no building
depreciation is allowed for tax purposes.
Set up costs allow for a Property Cost
Allocation, which values the property
between land, building structure and
chattels, which will determine the tax
depreciation available to investors.
STATEMENT OF CASH FLOWS
The following are the definitions of the
terms used in the prospective statement of
cash flows:
a) Operating activities include all
transactions and other events that are
not investing or financial activities.
b) Investing activities are those activities
relating to the acquisition, holding
and disposal of property, plant
and equipment and investments.
Investments can include securities not
falling within the definition of cash.
c) Financing activities are those activities
that result in changes in size and
composition of the capital structure.
This includes both equity and debt
not falling within the definition of
cash. Distributions paid in relation to
the capital structure are included in
financing activities.
d) Cash is considered to be cash on hand
and current accounts in banks, net of
bank overdrafts.
GOODS AND SERVICES TAXATION (GST)
The Prospective Statement of
Comprehensive Income and Prospective
Statement of Cash Flows have been
prepared so that all components are
stated exclusive of GST. All items in the
Prospective Statement of Financial
Position are stated net of GST, with the
exception of receivables and payables,
which are GST inclusive.
24
OFFEROR’S STATEMENT

TAXATION
No account has been taken for income
tax under the Scheme. Each subscriber
will be assessed individually on their
proportionate share of the rent and any
other distributions from the Scheme.
Subscribers will be individually responsible
for the payment of their taxes. Accordingly,
no tax or deferred tax balances are
recognised within the financial statements.
ADOPTION OF THE NEW ZEALAND
EQUIVALENTS OF INTERNATIONAL
FINANCIAL REPORTING STANDARDS
The Scheme will be required to
prepare financial statements under
the New Zealand equivalents to the
International Financial Reporting
Standards (NZIFRS) for the years ending
31 March 2013 and 2014. The accounting
policies above comply with NZIFRS.
KPMG have prepared a report in
accordance with clause 20 (c) of
Schedule 1 of the Exemption Notice, on the
prospective financial information for the
Scheme as prepared by the Offeror. This
report is presented in pages 34-35.
OFFEROR’S STATEMENT 25

6.0
what
are my
risks?
6.1 LIABILITIES RELATING TO THE
SCHEME
Investment in property includes a number
of general and specific risk factors that
may contribute to Subscribers being
unable to recover their original investment
in full, not receiving expected returns
on their investment in the Scheme, or
becoming liable for further payments into
the Scheme.
Before deciding to invest, prospective
Subscribers should consider carefully the
risks set out below in conjunction with the
other sections of this Offeror’s Statement.
These risks do not take into account the
personal circumstances, financial position,
investment requirements or experience
of any Subscriber in particular and it is
recommended that a potential Subscriber
seeks professional financial advice before
investing.
The Scheme has however been
established with the intention of
minimising the risks of any liability to
Subscribers beyond their initial investment
in the Scheme. The bank borrowings
have been structured on a non recourse
basis, which means that upon default by
the Nominee, the bank can only recover
the amount lent to the Nominee from the
security given, being the Property, and not
from any of the Subscribers.
The risks associated with an investment
are affected by the nature of the
underlying assets and the structure of
an investment. In relation to property
investments, property values and rentals
in general can be affected, positively or
negatively, by economic factors such as
interest rate movements, general price
movements and the level of economic
activity. The value of the Property being
acquired by the Scheme will also be
affected by factors particularly affecting
the Tenant, by insured and uninsured
perils, by the performance of rental
payment, maintenance and repair
obligations and by other factors.
Subscribers are subject to the following
risks in this Scheme:
a) not being able to recoup their original
investment;
b) not receiving the forecast return on
their investment in the Scheme; and
c) there being a shortfall between income
received from the Property and the
costs, expenses and fees payable by
the Scheme in respect of the Property
and to third parties. That shortfall
is recoverable by the Manager from
subscribers on a several basis.
The key area of risk associated with
investment in the Scheme is that of the
Tenant defaulting on its lease obligations.
Dependence has been placed on the
ability of the Tenant to meet its contractual
obligations to continue payment of rental
and outgoings. If the Tenant was to suffer
liquidity problems of a significant nature,
any resulting failure to pay rental and
outgoings and consequential litigation
would have a serious detrimental impact
on the ability of the Scheme to pay returns
to subscribers on their interest in the
Scheme and for investors to recoup their
original investment.
6.2 NOT BEING ABLE TO RECOUP
THEIR ORIGINAL INVESTMENT
A subscriber may not recoup their original
investment in full if:
a) the Scheme becomes insolvent –
should the Scheme become insolvent,
subscribers may not recover in full the
amount which they have paid for their
investment in the Scheme and may not
receive the expected returns on their
investment;
b) the Property is sold in the future and
on the sale the net sale proceeds are
less than the initial total subscriptions
and establishment costs. The sale
proceeds from a sale of the Property
would first go to repaying the amount
of the loan with Westpac New Zealand
Limited. If the proceeds of a sale of the
Property were insufficient to repay
the full amount of the loan, Westpac
New Zealand Limited would not have
any recourse at all to subscribers for
the outstanding amount of the loan.
However, subscribers would be unable
to recoup any part of their initial
subscription. The market demand for
the Property will affect not only the
sale price for the Property but also the
timing of sale;
c) the Property is unable to be sold;
d) the Property is destroyed and such
destruction is not covered by the
insurance policies that the Manager is
required to arrange for the Scheme;
e) the Scheme is terminated before the value
of the Property increases sufficiently to
recover establishment costs;
f) a subscriber sells his or her interest in
the Scheme to a third party for less than
the initial subscription amount. There is
no guarantee that there will always be
willing buyers for this type of investment.
The sale of interests in the Scheme by
subscribers presumes a market for the
interests. The market may be illiquid and a
sale of an interest in the Scheme may not
be easily achieved.
6.3 NOT RECEIVING THE FORECAST
RETURN ON THEIR INVESTMENT IN
THE SCHEME
A subscriber may not receive the forecast
return on their interest in the Scheme if the
net income from which returns are paid is
less than forecast. The following factors
may impact adversely on the income from
the Property:
a) Tenant Risk – the tenant may default on
lease payments or be unable to sustain
payment of the rental. There may be
difficulty in replacing the current tenant,
if required. It is also possible that if
a replacement tenant(s) is required
to be found, rental may be at a lower
26
OFFEROR’S STATEMENT

level than the rental payable under the
relevant lease current at the date of this
Offeror’s Statement. Costs associated
with obtaining a replacement tenant(s)
will reduce funds available for the
distribution to subscribers.
b) Interest Rate Risk – notwithstanding the
initial 5 year fixed rate from Westpac
Bank, the return to subscribers will be
subject to interest rate variations on
the bank loan after the fixed period
expires. However, future interest rate
movements are unable to be accurately
predicted. Additionally, if the Property
is not sold before the expiration of
the term of the bank loan, renewed
financial facilities may involve principal
repayments which will affect cash
returns. Due to interest rate fluctuations
between the date of this Offeror’s
Statement and the date of drawdown
an interest rate of 5.40% per annum has
been used in the prospective financial
statements. The actual interest rate will
not be determined until the drawdown
date, and may differ from the interest
rate used in the prospective financial
statements. The Offeror intends to fix
the interest rate and is deferring this
until the drawdown date. The interest
rate at the end of any fixed rate period
may differ materially from the fixed rate
and may accordingly impact (positively
or adversely) on the actual return
subscribers receive.
c) GST Risk – the Tenant pays GST to the
Scheme and the Manager is responsible
for filing GST returns and making
the required payments to the Inland
Revenue Department. Any non or under
payment of GST by the Manager may
affect cash returns. The Manager is
obliged to file GST returns and pay
GST under the terms of the Property
Ownership Deed. Subscribers will
be jointly and severally liable for any
GST not paid, but to the extent that
a Subscriber’s liability exceeds their
proportionate share of the liability,
that Subscriber will have a right of
contribution from other Subscribers
whose liability is less than their
proportionate share of the liability.
d) Landlord expenditure – if during the
term of the Scheme the Property
requires capital expenditure not
recoverable from the tenant, nor
payable from the Scheme’s cash
resources, there is a risk that further
contributions may be required from
Subscribers to meet these costs. Failure
to meet certain building costs may be
a breach of the landlord’s obligations
under the Lease. Whilst the Offeror has
made provision in the cashflows of the
Scheme for some future expenditure
on the Property not otherwise payable
by a tenant, any unanticipated
expenditure on the Property will reduce
the Scheme’s cash flow. If the Scheme
is unable to meet the unanticipated
expenditure from its cashflow or
from increased borrowings from the
mortgagee, the Subscribers may be
required to make contributions to the
Scheme in proportion to their interests
to meet the expenditure. Failure to
make unanticipated repairs or complete
work to the Lessor’s Fixtures and
Fittings, or electrical system, may result
in the Scheme being in breach of the
Lease and entitle the Tenant to cancel
their lease and vacate the Property or
reduce the rental the Tenant pays.
e) Destruction risk – the Property
is subject to the risk of total and
significant destruction from natural
disasters and other events causing
damage to the Property. Destruction
of the Property may result in a loss of
rental income from the Property and
may result in the Tenant cancelling their
lease of the Property. The Manager is
required under the Property Ownership
Deed to arrange appropriate insurance
in respect of the Property (including
loss of rents insurance) for the Scheme
from settlement of the purchase
of the Property (to the extent that
such insurance is not maintained by
the Tenant in accordance with the
provisions of the lease). If the Manager
fails to comply with this obligation and
does not arrange appropriate insurance
in respect of the Property, then any
destruction of the Property will impact
adversely on the income from the
Property.
f) Operating expense risk – The lease is a
semi-gross lease in which the Tenant is
only liable to pay the increase in operating
expenses from the commencement
date. There is a risk that the actual
operating expenses could be greater
than that forecast in the prospective
financial statements, which may impact
the income from the Property.
6.4 CIRCUMSTANCES IN WHICH
FURTHER PAYMENTS MAY BE
REQUIRED FROM SUBSCRIBERS
a) Shortfall risk – if there is a shortfall
between money received from the
tenant of the Property and the expenses
and fees payable by the Scheme, then
that shortfall is recoverable by the
Manager from subscribers.
b) GST Risk – the Tenant pays GST to the
Scheme and the Manager is responsible
for filing GST returns and making
the required payments to the Inland
Revenue Department. Subscribers
will be jointly and severally liable for
any GST not paid. The Manager is
obliged to file GST returns and pay GST
under the terms of the Ownership and
Management Deed.
c) Insurance - following the Christchurch
earthquakes the insurance market in
New Zealand has been subject to some
significant changes. One change which
provides an increased risk to property
owners is the change in excess levels for
natural disasters, being earthquakes,
volcanic eruption, hydrothermal activity
or tsunami. Should the Property be
damaged by any one of these events,
the excess payable under the policy is
currently 5% of the site value as opposed
to the damage caused. Should the
Scheme be unable to fund this excess
payment from cash on hand or further
bank funding, Subscribers may be
required to make a further contribution
to the Scheme to cover this cost
Note: The bank borrowings remain non-
recourse and if the Property is sold by the
bank the bank cannot require investors to
make up any shortfall.
6.5 GENERAL RISKS WITH SCHEMES
OF THIS NATURE, WHICH APPLY TO
THE SCHEME ARE
a) Tenancy risk – the key area of risk
associated with investment in the
Scheme is that of the tenant defaulting
on its lease obligations. Dependence
has been placed on the ability of
the tenant to meet its contractual
obligations to continue payment of
rentals and outgoings. If the tenant
(or, where relevant, any subsequent
tenant) was to suffer liquidity problems
of a significant nature, any resulting
failure to pay rental and outgoings
and consequential litigation may have
a serious detrimental impact on the
ability of the Scheme to pay returns
to subscribers on their interest in the
Scheme and for investors to recoup
their original investment. Subscribers
are reliant on the tenant to withstand
difficult market conditions. If the tenant
defaults or does not renew its lease,
CIPL Investments Limited may have
to provide incentives to re-lease the
Property on the same terms.
b) Single asset risk – the Scheme is
exposed to a single asset (the Property).
If that asset fails to perform then returns
to subscribers will be impacted and will
not be offset by exposure to other assets.
c) Property market risk – the value of the
Property will reflect the underlying
performance of the commercial
property sector in New Zealand. If the
overall market falls, the value of the
OFFEROR’S STATEMENT 27

Property may fall and correspondingly,
investors may not be able to recoup
their original investment.
d) Economy risk – the value of the Property
may, in part, reflect the overall state
of the New Zealand economy. The
tenant operates in the economy.
Deterioration in the New Zealand
economy may reduce the value of the
Property and affect the Scheme’s costs,
rentals and other underlying property
fundamentals.
e) Leverage – approximately 50% of the
purchase price of the Property will be
funded by the loan advanced by Westpac
New Zealand Limited. There is a risk
that adverse market movements may
cause a breach of banking covenants.
f) Changes in taxation laws – Prospective
investors should seek independent
advice in relation to their own individual
tax position. Future changes in taxation
law may affect the tax treatment of
acquiring, holding (including receiving
distributions), and disposing of an
interest in the Scheme.
g) Manager key personnel – The Manager
relies upon its directors and key
employees for its success. The loss of
any key personnel or a general shortage
of qualified staff could impact the ability
of the Manager to effectively manage
its properties and business. As such,
personnel losses may adversely impact
future performance of the Scheme
h) Management fee – the Manager’s
remuneration is not directly linked to
performance of the Scheme.
Given the nature of the risks/contingent
liabilities referred to above, it is not
practicable to quantify those risks/
liabilities.
6.6 CONSEQUENCES OF INSOLVENCY
a) If the Scheme is placed into receivership
or liquidation, Subscribers may receive,
in total, less than the value of their
Interest subscribed for. The actual
amount received will depend upon the
total amount claimed by creditors of
the Scheme, primarily the mortgagee
and the realised value of the Property.
Subscribers will not however be liable
to pay money to any person as a result
of the insolvency of the Scheme, other
than expenses payable to the Manager
if the Scheme becomes insolvent.
All claims of creditors of the Scheme,
including any unpaid fees due to the
Manager, will rank ahead of any claims
by Subscribers in the event of the
Scheme being put into liquidation.
The claims of the Subscribers will rank
equally among themselves.
28
OFFEROR’S STATEMENT

OFFEROR’S STATEMENT 29

30 OFFEROR’S STATEMENT

7.0
can the investment
be altered?
7.1 ALTERATION OF SECURITIES
When a Subscriber invests in the Scheme,
the terms of a Subscriber’s Interest in
the Scheme (including the terms of this
Offeror’s Statement and the Property
Ownership Deed) can only be altered by
a special resolution of Subscribers (being
one passed by 75% of the Interests in the
Scheme), which procedure is detailed in
the Property Ownership Deed
8.0
how do i cash in
my investment?
8.1 EARLY TERMINATION
TERM OF THE SCHEME
The Scheme has no fixed term. However,
the Scheme and/or a Subscriber’s interest
in the Scheme may be terminated
in various circumstances. These
circumstances are set out below.
The Scheme may be terminated at any
time if subscribers representing 75% of the
total interests in the Scheme so resolve at
a properly constituted meeting.
REPAYMENT OR RE-FINANCING OF
WESTPAC LOAN
The Westpac loan can be repaid in
multiples of $10,000 at various times
throughout the term of the loan. The
Manager in its discretion may reduce
principal to offset additional interest by
using surpluses derived from the operation
of the scheme.
A compulsory meeting of Subscribers
will be called at least 6 months prior to
the repayment date for the bank loan to
determine whether or not the Property
or any part of it should be sold and the
Scheme terminated; or whether the
existing loan should be re-financed on
either an interest only basis (if available
at that time) or on a principal and interest
basis. At that meeting a resolution of
Subscribers representing 75% of the total
interests in the Scheme can resolve to
terminate the Scheme.
TERMINATION BY THE MANAGER
The Manager may terminate the
ownership of a Subscriber’s interest
in the Property and the Scheme if that
Subscriber defaults in any payment due
or breaches any obligation under the
Property Ownership Deed and fails to
remedy that breach within 30 days of
being notified of it.
TERMINATION BY SUBSCRIBERS
A Subscriber can terminate his or her
interest in the Scheme by selling the
interest held by that Subscriber in
accordance with the requirements of the
Property Ownership Deed.
RIGHT TO SELL SECURITY
Every subscriber is entitled to sell his or
her interest(s) in the Scheme to another
person, provided that:
a) the seller has paid all monies
outstanding in relation to the Scheme at
the time of transfer and is not in breach
of the terms of the Property Ownership
Deed;
b) the purchaser of the Interest enters,
and authorises the Manager to enter
into, a Deed of Accession whereby the
purchaser agrees to be bound by the
Property Ownership Deed;
c) the mortgagee (if any) has consented (if
required);
d) the sale of the Interest does not result
in any one party, or related parties,
owning greater than 40% of the
Interests in the Scheme, unless the
Tenant has first consented to that party
(or parties) holding greater than 40% of
the Interests in the Scheme;
e) the Manager has approved the
proposed purchaser, such approval not
to be unreasonably withheld (provided
that it shall be reasonable for the
Manager to withhold consent where the
sale is to a Competitor, or the Manager
reasonably believes the sale is to a
Competitor, of the Tenant (as that term
is defined within the Lease); and
f) the purchaser is not a Competitor of the
Tenant (as that term is defined within
the Lease).
The Manager shall be entitled to charge
a fee of $1,000.00 plus GST for the sale of
an Interest to a non related party (i.e. not
a relative or family trust or related trust
of the Subscriber). The selling Subscriber
may also be required to pay legal and
valuation fees relating to the Deed of
Accession and other documentation and
commission in connection with the sale.
OFFEROR’S STATEMENT 31

9.0
who do i contact
with enquiries
about my investment?
9.1 ENQUIRIES ABOUT THE SCHEME
ENQUIRIES ABOUT THE SCHEME CAN BE
MADE TO:
Cheryl Macaulay
Director at CIPL Investments Limited
(at the address and business telephone
number set out in the Directory on
page 42) or
Phillip Hinton
Director at KCLP Management Limited
(at the address and business telephone
number set out in the Directory on
page 42)
10.0
is there anyone to
whom i can complain
if i have problems
with this investment?
10.1 COMPLAINTS ABOUT THE
SCHEME
A complaint about your investment in
the first instance may be made to Cheryl
Macaulay, Managing Director at CIPL
Investments Limited (at the address and
business telephone number set out in the
Directory on page 42).
A complaint about your investment may
also be made to The Real Estate Institute
of New Zealand. The Institute may be
contacted by telephoning 0800 473 469.
Providers (Registration and Dispute
Resolution) Act. Financial Services
Complaints Limited may be contacted
by telephoning 0800 347 257 or at 13th
Floor, 45 Johnston Street, Wellington or by
emailing via their website www.fcsl.org.nz.
There is no ombudsman to whom
complaints can be made about
your investment.
A complaint can also be made to
Financial Services Complaints Limited
being the dispute resolution scheme
CIPL Investments Limited has joined for
the purposes of the Financial Service
32
OFFEROR’S STATEMENT

11.0
what other information
can i obtain about this
investment?
11.1 ANNUAL INFORMATION
a) Subscribers will be provided annually with audited annual
financial statements in respect of the performance, financial
position and cashflows of the Scheme. These will be provided
within three months of the end of the financial year of the
Scheme being 31 March in each year.
b) The Manager will report from time to time to all Subscribers
about relevant matters to do with the Property and the
Scheme.
11.2 ON REQUEST INFORMATION
a) The following information will be available to Subscribers, on
request and free of charge:
A copy of the Agreement for Sale and Purchase for the Property;
A copy of the Solicitor’s Due Diligence Report on the Property;
A copy of the LIM on the Property;
The latest Financial Statement of the Scheme (once available);
A copy of the Certificate of Title for the Property;
A copy of the Deed of Lease;
A copy of the Property Ownership Deed;
A copy of the loan agreement between the Nominee and the
Bank (when available).
b) Requests for information may be made by phone, facsimile or
email to Cheryl Macaulay at CIPL Investments Limited (at the
address set out in the Directory on page 42).
c) No charge will be made for the information in clause 11.2(a),
if a request is made at intervals of not less than six months. A
charge of 20 cents per page may apply where requests from a
Subscriber are made more than once every six months.
12.0 other information
12.1 OTHER MATERIAL INFORMATION
The Offeror is not aware of any information other than the
information contained in this Offeror’s Statement that would be
material to a prospective Subscriber’s decision to invest in the
Scheme.
13.0 application terms and conditions
13.1 Please read and complete the attached Application Deed and
Power of Attorney. All details should be written clearly. Full names,
not initials, are required.
14.0 minimum investment
14.1 The minimum investment is one Interest (for a consideration
of $50,000.00).
15.0 how to apply
15.1 All subscriptions, together with the signed Application Deed
and Power of Attorney (if applicable) must be sent to the Lawyers
to the Scheme at the following address:
Thompson Blackie Biddles Limited, Lawyers
Level 29, SAP Tower,
151 Queen Street, AUCKLAND
PO Box 1996, Shortland Street,
AUCKLAND 1140
All cheques must be payable to Thompson Blackie Biddles Limited
Trust Account.
The offer will be open until 12 June 2012 or such later date as the
Offeror may determine (being no later than 21 June 2012 unless
earlier subscribed in full.
16.0 distributions of returns
16.1 Distributions of returns will be made by direct credit. Please
ensure that you include full details of your bank account on the
application deed and also include a bank account deposit slip.
DISCLAIMER
No director, officer, employee, agent of, or adviser to the Offeror,
the Manager or the Offeror’s Agent guarantees the performance
of this Scheme or guarantees any return on this investment or any
person associated with those persons.
Signed for and on behalf of CIPL Investments Limited as Offeror
by its directors
Cheryl Macaulay
a
Dated this 16th day of May 2012
Phillip Hinton
Bryce Barnett
OFFEROR’S STATEMENT 33

auditors
report
The Directors
Torphin Cr Nominees Limited
PO Box 105527
Auckland City 1143
16 May 2012
Dear Directors
Independent Limited Assurance Report on the prospective financial statements of Torphin Cr Nominees Limited (“the scheme”)
We have prepared this report for inclusion in the Offeror’s Statement dated 16 May 2012, offering investors an opportunity, through a
proportionate ownership scheme, to purchase a share of the land and buildings at 51 Torphin Crescent, Tokoroa, an investment property
leased to General Distributors Limited (Countdown Supermarket Tokoroa).
Background
As stated on page 21 of the Offeror’s Statement the prospective financial statements, prepared by the Offeror, relate to the years ending
31 March 2013 and 2014.
The Offeror has engaged us to review the prospective financial statements as set out on pages 21 to 23 of the Offeror’s Statement, which
have been prepared on the basis of the Offeror’s assumptions set out on page 23 to 25. This review is required under clause 20
of Schedule 1 to the Securities Act (Real Property Proportionate Ownership Schemes) Exemption Notice 2002.
Offeror’s responsibility for the prospective financial statements
The Offeror is solely responsible for the preparation and presentation of the prospective financial statements and the information
contained within the Offeror’s Statement, including the assumptions upon which they are based.
The prospective financial statements have been prepared by the Offeror to provide investors with a guide to the Scheme’s potential
future financial information based upon the achievement of certain economic, operating, development and trading assumptions about
future events and actions that have not yet occurred and may not necessarily occur. There is a considerable degree of subjective
judgement involved in the preparation of the prospective financial statements. Actual results may vary materially from the prospective
financial statements and the variation may be materially positive or negative.
Our responsibility
It is our responsibility to independently provide limited assurance on the prospective financial statements presented by the Offeror
and report, based on our procedures, whether in all material respects anything has come to our attention that would indicate that:
• the prospective financial statements are not properly compiled on the basis of the Offeror’s assumptions and consistent with the
accounting policies adopted by the Scheme; and
• the prospective financial statements are not presented fairly in accordance with generally accepted accounting practice in
New Zealand.
The extent of evidence gathering procedures performed in a limited assurance engagement is less than that for a reasonable assurance
engagement, and therefore a lower level of assurance is provided.
Independence
Other than the provision of this limited assurance engagement report and we have no other relationship with, or interests, in the Scheme.
Scope
We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements
(New Zealand) 3000: Assurance Engagements Other than Audits or Reviews of Historical Financial Information (“ISAE (NZ) 3000”) and
the Review Engagement Standard (RS-1) issued by the New Zealand Institute of Chartered Accountants. To achieve limited assurance
34 OFFEROR’S STATEMENT

ISAE (NZ) 3000 requires that we review the processes, systems and competencies used to compile the information on which we provide
limited assurance. It does not include detailed testing of source data or the operating effectiveness of processes and internal controls.
A review engagement is substantially less in scope than an audit engagement and consequently does not enable us to obtain assurance
in respect of all significant matters that might be identified in a reasonable assurance engagement. Accordingly, we do not express an
audit opinion.
Considering the risk of material error, we planned and performed our work to obtain all the information and explanations considered
necessary to provide sufficient evidence to support our conclusion.
Our procedures consisted primarily of the following:
• enquiries as to the process used in preparing the prospective financial statements;
• review of the compilation of the prospective financial statements;
• consideration of the presentation of the assumptions and accounting policies in the prospective financial statements.
As the prospective financial statements are sensitive to the assumptions, persons relying on the prospective financial statements should
also give due regard to the analysis of risks prepared by the Offeror and included in the section “What are my risks?” of the Offeror’s
Statement.
We disclaim any assumption of responsibility for any reliance on this report or on the prospective financial statements to which it
relates for any purpose other than for which it was prepared.
Use of Report
This report has been prepared solely for the investors in the Scheme in accordance with the terms of our engagement. Our work has
been undertaken so that we might state to the investors those matters we have been engaged to state in this assurance report and for
no other purpose. We disclaim any assumption of responsibility for any reliance on this report to any persons or users other than the
investors in the Scheme, or for any other purpose than that for which it was prepared.
Inherent limitations
The prospective financial statements are based on a number of assumptions and as such they are subject to significant uncertainties
and contingencies, many of which are outside the control of the Offeror. Accordingly, actual results during the prospective period may
vary materially from the prospective financial statements, as it is often the case that some events and circumstances do not occur as
expected, or are not anticipated. We do not confirm, guarantee or express an opinion as to whether the actual results will approximate
those included in the prospective financial information because assumptions regarding future events, by their nature, are not capable
of independent substantiation.
Conclusion
Based on the evidence obtained from the procedures we have performed during our limited assurance review, which is not an audit,
of the prospective financial statements on pages 21 to 23 and the Offeror’s assumptions nothing has come to our attention that causes
us to believe that, in all material respects:
i) the prospective financial statements are not properly compiled on the basis of the Offeror’s assumptions and consistent with the
accounting policies adopted by the Scheme; and
ii) the prospective financial statements are not presented fairly in accordance with generally accepted accounting practice in
New Zealand.
Our limited assurance engagement was completed on 16 May 2012 and our conclusion is expressed as at that date.
Yours faithfully
KPMG
Chartered Accountants
Auckland
OFFEROR’S STATEMENT 35

36 OFFEROR’S STATEMENT

application form
This Application Form is issued with the Offeror’s Statement dated 16 May 2012, issued by CIPL Investments Limited as Offeror. Please
attach your cheque to this application and return it to Thompson Blackie Biddles Lawyers, , Level 29, SAP Tower, 151 Queen Street, P O Box
1996, Shortland Street, Auckland 1140 (Attention: Kylie Tietjens). . Prospective investors are recommended to seek professional advice from
an Authorised Financial Adviser which takes into account their personal circumstances before making an investment decision.
APPLICANT(S) TO COMPLETE
Please enter the following details if applicant is an individual or individuals
Title
First Name(s)
Surname
IRD Number(s)
Please enter the following details if the applicant is a Company or Companies
Name(s) of Company(ies)
Company IRD Number(s)
Name(s) of Director(s)
Please enter the following details if the applicant is a Trust or Trusts
Trust(s) Name(s)
Trust IRD Number(s)
Name(s) of Trustee(s)
CONTACT DETAILS
Please include all trustee addresses if applying on behalf of a trust
Address Phone ( )
Email
Fax ( )
BANK DETAILS
Please ATTACH a bank deposit slip or copy of your relevant bank statement for this account.
Account Name:
Bank
Branch
Account Number
Suffix
RESIDENT WITHHOLDING TAX
Please deduct from all interest earned whilst held by Thompson Blackie Biddles Limited Trust Account (tick one)
10.5% 17.5% 28% 30% 33% Exempt*
* If exempt from Resident Withholding Tax please attach a copy of the Certificate of Exemption)
SUBSCRIPTIONS
The minimum investment amount is $50,000 (one Interest) and in multiples of $50,000 thereafter.
Number of Interests applied for: Amount of attached cheque(s): $
SIGNATURE(S) OF APPLICANTS(S)
I/We hereby apply for the Proportionate Shares as set out above in the ownership of the land and buildings at 12-20 O’Sullivan Drive
and 37-53 Torphin Crescent, Tokoroa on and subject to the terms and conditions of the Offeror’s Statement dated 16 May 2012 issued by
CIPL Investments Limited. I/We agree to accept the Proportionate Share as applied for or any lesser number that may be issued to me.
I/We hereby irrevocably appoint the Manager as my attorney for the purposes of signing the Property Ownership Deed for the Scheme
on my behalf. I/We acknowledge that we have read the Offeror’s Statement including the risks section on pages 26 - 28. Please read the
Application Instructions following before signing.
Signature of Applicant:
Signature of Applicant:
Signature of Applicant:
Date:
Date:
Date:
OFFEROR’S STATEMENT 37

application
instructions
1. COMPLETE DETAILS.
Insert your full name(s), IRD number(s),
address(es), telephone number(s) and email
address(es) (optional).
Applications must be in the name(s) of natural
persons, companies or other legal entities.
Applications by a minor, trust, fund, estate,
business, firm or partnership, club or
other unincorporated body cannot be
accepted unless they are made in the
individual name(s) of the person(s) who
is (are) the legal guardian(s), trustee(s),
proprietor(s),partner(s) or office bearer(s)
(as appropriate).
Tick the relevant box for Resident Withholding
Tax.
An application for Proportionate Shares must be
for a principal amount of a minimum of $50,000
and in multiplies of $50,000 thereafter.
Insert the bank account into which you wish
cash payments to be deposited.
2. SIGNING
Read the application form carefully and sign
(and date) the form.
The form must be signed by the applicant(s)
personally, or by two directors of the
company (or one director if there is only
one director) or under company seal, or (in
either case) by an attorney.
If the application form is signed by an
attorney, an original or certified copy of the
relevant Power of Attorney must be lodged
with the application form (originals will be
returned). The attorney must complete the
certificate of non-revocation below.
Joint applicants must each sign the
application form.
3. PAYMENT
Payment of the total application amount in
full must accompany the application form.
Payment must be made in New Zealand
dollars for immediate value, with a cheque
drawn on a New Zealand bank.
Where an application is for Proportionate
Shares of a principal amount of $500,000.00
or more, payment must be made by bank
cheque or such method of payment agreed
as acceptable to CIPL Investments Limited.
Cheques must be made out in favour of
“Thompson Blackie Biddles Limited Trust
Account (A/C South Waikato Nominees
Limited)” and crossed “Not Transferable”.
4. CLOSING DATE
5.00pm on 12th June 2012 or such earlier or
later date as CIPL Investments Limited may
determine.
5. DELIVERY
Applications cannot be revoked or withdrawn.
Application forms must be mailed or
delivered to Thompson Blackie Biddles, , Level
29, SAP Tower, P O Box 1996, Auckland 1140
(Attention: Kylie Tietjens)
PLEASE READ THIS BEFORE SIGNING
I/We have read and understood this Offeror’s
Statement dated 16 May 2012. I/We have taken
this Application Form from that document.
I/We agree to be bound by the provisions of
the Property Ownership Deed, and by the
provisions of this Offeror’s Statement.
I/We agree that the directors of CIPL Investments
Limited reserve the right to accept or decline any
application at their entire discretion.
It is a term of each subscription contract that the
Offeror will take all necessary steps to enable
the Nominee (acting on behalf of the subscribers
for specified participatory securities) to be
registered as the proprietor of the real property
on or immediately after the acquisition of the real
property in accordance with the Scheme.
I/We acknowledge and agree that
subscriptions will be deposited into the trust
account of Thompson Blackie Biddles and
released when registrable title to the Property
are obtained by the Nominee on behalf of all
subscribers. In the event that the investment
does not proceed at all, all subscriptions will be
refunded in full, together with net interest, less
commission and resident withholding tax or if
applicable non-resident withholding tax.
I/We agree that the information I/we have
disclosed in this form may be used by CIPL
Investments Limited or its related companies
or agents or advisers for the purposes of
processing this application and sending me/
us information relating to the Proportionate
Shares in the Scheme.
I/We agree that CIPL Investments Limited
may disclose this information to third parties,
only when such disclosure is necessary for
the above purposes. If requested, you will be
provided with details of such third parties.
The information received from you will be held
securely by CIPL Investments Limited. You may
request access to the information, and you may
also request that it be corrected.
I/We confirm that I am/we are not a builder,
land developer or land dealer, and am/are not
an associated person (as defined in the Income
Tax Act 2007) of such a person.
I/We agree that the information I/we have
disclosed in this form may be used by CIPL
Investments Limited, KCLP Management Limited
or its related companies or agents or advisers
for the purposes of processing this application
and sending me/us information relating to the
Proportionate Shares in the Scheme.
Under the terms of the Unsolicited Electronic
Messages Act 2007, I/we provide my/our
consent to receiving commercial electronic
messages for the purposes of that Act.
If signed under Power of Attorney, the attorney
hereby certifies that no notice or information
has been received of revocation by death or
otherwise of that power. I/We certify that,
where information is provided by me/us in
this form about another person, I am/we are
authorised by such person to disclose the
information to you and to give authorisation.
In the case of joint applications, the joint applicants
agree that, unless otherwise expressly indicated
in this Application Form, the Proportionate
Shares will be held jointly as joint tenants.
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
Complete this section if you are acting on behalf of someone for whom you hold Power of Attorney.
I,
(Name of Attorney)
of
(Address and Occupation of Attorney)
Hereby certify
1. That by a deed dated , of
(day) (month) (year)
appointed me as his/her/its attorney.
2. That I have executed the application for Proportionate Shares on the face hereof as Attorney under the said Power of Attorney and pursuant to the
powers hereby conferred on me.
3. That I have not received notice of any event revoking the Power of Attorney.
Signed at
this
of 2012
(place) (day) (month)
Signature
38
OFFEROR’S STATEMENT

directory
OFFEROR
CIPL Investments Limited
Level 4
5 High Street
PO Box 105527
AUCKLAND CITY 1143
Phone: (09) 304 1188
Fax: (09) 303 3237
MANAGER
KCLP Management Limited
335 Devon Street East
P O Box 44
NEW PLYMOUTH 4340
Phone: (06) 759 1520
NOMINEE
South Waikato Nominees Limited
335 Devon Street East
P O Box 44
NEW PLYMOUTH 4340
SOLICITORS TO THE OFFEROR,
MANAGER AND THE NOMINEE
Thompson Blackie Biddles Limited
Level 29, SAP Tower
151 Queen Street
PO Box 1996
Shortland Street
AUCKLAND 1140
Phone: (09) 361 7050
Fax: (09) 361 7060
Email: Kylie.tietjens@tbblegal.com
OFFEROR’S AGENT
Tim Litchenstein and Charlie Oscroft
Colliers International New Zealand Limited
Level 27, SAP Tower
151 Queen Street
PO Box 1631
AUCKLAND 1140
Phone: (06) 759 1520
INDEPENDENT ACCOUNTANTS
KPMG
18 Viaduct Harbour Avenue
AUCKLAND 1010
Phone: (09) 367 5800
42
OFFEROR’S STATEMENT

OFFEROR’S STATEMENT 43