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Microsoft PowerPoint - RET Investor Presentation Final ... Microsoft PowerPoint - RET Investor Presentation Final ... Presentation Transcript

  • RUBICON EUROPE TRUST GROUP INITIAL PUBLIC OFFERING OCTOBER 2005 IPO PRESENTATION RUBICON ASSET MANAGEMENT LIMITED 1
  • CONTENTS 1. Investment Highlights 2. Investment Strategy 3. Initial Portfolio 4. German Real Estate Market 5. Financials 6. Structure & Management 7. Fee Structure 8. Indicative Timetable Appendix A: Peer Group Comparison Appendix B: Individual Property Information Appendix C: Management Biographies 2
  • 1. INVESTMENT HIGHLIGHTS 3
  • Investment Highlights Rubicon Europe Trust Group (“RET”) – Raising approximately A$256(1) million through an IPO Opportune time to invest in European real estate – The cost of debt finance is considerably lower than property yields Property cycle turning positive Australian dollar trading at near all-time highs against the Euro Opening up of Pan-European REIT markets expected to fuel demand for property assets High quality portfolio – Initial portfolio consists of a 95% interest(2) in three high quality office buildings located in Frankfurt and Berlin, Germany Attractive purchase price – Negotiated off-market 2.9% discount to valuation 11% discount to replacement cost Attractive forecast annualised distribution yield – 9.00% for the year ending 31 December 2006 9.25% for the year ending 31 December 2007 Forecast distributions 100% tax deferred (1) Based on an exchange rate of €0.63 to A$1.00 4 (2) The vendor, DB Real Estate Investment GmbH, retains a 5% interest and RET has the option to acquire this interest from 2010
  • Investment Highlights Secure income stream – 97% occupied Weighted average lease term to expiry of 10.6 years Deutsche Bahn, PricewaterhouseCoopers and Hochtief comprise 88% of rental income Proven funds management and capital markets expertise – Rubicon Asset Management has total assets under management of approximately A$1.6 billion Strong real estate focus - Responsible Entity for the listed Rubicon America Trust (RAT) Strong track record in completing large and complicated cross border real estate transactions Access to Pan-European real estate expertise – DTZ Extensive expertise in European real estate markets - advised on in excess of €10 billion of capital transactions across Europe last year Exclusivity agreement for European real estate acquisitions in accordance with RET’s investment strategy Appointed as asset and property manager Long-term agreement in place – 5 year term with 5 year renewal option at RET’s discretion Economic incentives reinforce long term partnership and promote RET’s growth and performance Future growth – Initial platform established in Germany as largest economy, office-intensive finance, service and government sectors, and signs of recovery in real estate markets and broader economy Excellent opportunities for earnings accretive and portfolio diversifying acquisitions throughout Europe 5
  • Investment Highlights Compares favourably with peers 2006F Distribution Yield NTA Premium / (Discount) 11% 10.8% Yield Spread Markets Yield Spread Markets 70% 61.4% 10% 9.5% 9.4% 60% 8.8% 8.8% 9.0% 9% 8.7% 50% 8.3% 37.7% 40% 8% 7.5% 30% 17.3% 20% 9.6% 7% 9.0% 6.4% 10% 4.2% 5.9% 6% 0% -10% (0.8%) 5% (6.7%) (1) -20% (13.6%) RAT JUICA MPR MDT GSA RNY TSO RET AEZCA BJT MPR RAT GSA JUICA RNY MDT TSO BJT AEZCA RET US Europe Japan US Europe Japan Source: Merrill Lynch / Deutsche Bank 6 (1) Annualised.
  • Offer Summary Purchase price (95% interest) (1) €344 million (A$546 million(2)) Appraised valuation (95% interest) (1) €354 million (A$562 million(2) (3)) Discount to valuation 2.9% Discount to replacement cost (3) 11% Capital raising A$256 million(2) (A$1.00 per Stapled Unit) Annualised DPU yield – CY 2006 9.00% Annualised DPU yield – CY 2007 9.25% DPU growth 2.8% Tax deferred component (forecast period) 100% NTA backing per Stapled Unit A$0.96 Gearing 57.5% Fund Manager Rubicon Asset Management (“Rubicon”) Joint Lead Managers and Underwriters Deutsche Bank and Merrill Lynch Expected commencement of normal trading 15 December 2005 (1) DB Real Estate Investment GmbH retains 5% interest and RET has the option to acquire this interest from 2010 (2) Based on an exchange rate of €0.63 to A$1.00 7 (3) Source: DTZ
  • 2. INVESTMENT STRATEGY 8
  • Overview of Investment Strategy Opportune time to invest in European real estate with the cost of debt finance considerably lower than property yields Objective is to provide stable A$ income returns to investors: High quality European real estate assets with long-term stable cash flows Financed with long-term fixed rate debt Protected from adverse FX movements with the potential for capital growth Opportunities for earnings accretive transactions throughout Europe Top 10 European Office Markets Top 10 European Office Markets – (million sqm) (1) A-grade Office Yield Spread to relevant 10-Year Bond (2) 4.5% 4.1% 4.0% 3.7% 3.7% London Hamburg Berlin 3.6% 27.0 13.0 17.3 Brussels 3.5% 11.6 Frankfurt 3.0% 3.0% 2.9% 11.8 3.0% Paris 16.1 Dusseldorf Vienna 2.6% 6.6 9.7 2.4% 2.4% Munich 2.5% 17.3 2.0% Madrid 10.4 1.5% 1.0% Sydney 6.0 Melbourne 0.5% 4.5 0.0% S NA IN LS ID G H RF T ) RI TY UR C RL UR DR SE EN NI DO PA I (C MB BE KF MA MU US VI EL ON AN HA BR SS (1) Source: DTZ FR ND DU 9 LO (2) Source: DTZ – A-grade office yield; IRESS – 10-year Euro bond rate for all except London (city), UK 10-year long bond rate
  • Real Estate with Long-Term Stable Cash Flows Provide investors with the opportunity to gain exposure through an ASX listed vehicle to stable income-producing real estate located in Europe Focus on well-located, well-tenanted and long-leased properties with a: Primary focus on office properties in CBD and business park locations Secondary focus on industrial properties with high office content and distribution centres Initial Portfolio highly attractive – Strong locations (government capital and financial capital) Well positioned in sub-markets Modern buildings acquired at discount to replacement cost Long leases with good credit quality tenants Locked-in geared CPI growth Comprehensive due diligence undertaken by leading practitioners in Europe Partnership with DTZ provides Pan-European real estate expertise (origination and asset / property management) Target investments that add to the diversification of the portfolio by property class, location, tenant and lease maturity Objective of enhancing the portfolio return and earnings and reducing exposure to individual property risk 10
  • Financed with Long-Term Fixed Rate Debt Consolidated gearing ratio of RET to be approximately Historical 7-Year Swap Rates 57.5% on listing 8.00% Target is to maintain consolidated gearing ratio in the range of 50% to 60% 7.00% Borrowings denominated in Euros (or local currency of 6.00% asset) 5.00% All-in interest rate of approximately 4.20% 4.00% Security of fixed interest rates removes the potential impact of interest rate volatility on the forecast 3.00% distributions 2.00% 1.00% 0.00% Oct-00 Oct-01 Oct-02 Oct-03 Oct-04 Oct-05 Euro 7-Year Swap AUD 7-Year Swap Spread 11
  • Protected from Adverse FX Movements Investors’ distributions and equity capital are protected against a material increase in the AUD from current levels Manager will enter into foreign exchange hedges for 100% of the estimated distributions for 7 years (at a par forward rate of 0.5100) Equity capital not hedged for historical AUD/EUR range, but a cap will be set so as to limit NTA exposure to a 10% appreciation in AUD To mitigate the cost of hedging, floor will be set so as to limit NTA exposure to a 10% - 20% depreciation in AUD 12
  • 3. INITIAL PORTFOLIO 13
  • Geographic Profile Berlin Frankfurt 14
  • Initial Portfolio Summary Purchase price (95% interest)(1) €344 million (A$546 million(2)) Valuation (95% interest) €354 million (A$562 million(2)) Discount to valuation 2.9% Number of properties 3 Net lettable area 122,756 sqm Purchase price per sqm €2,949 (A$4,681(2)) Discount to replacement(3) 11% Number of tenants 9 Occupancy (based on area) 96.9% Weighted average lease term 10.6 Years Rental guarantee (over vacant space) up to €500,000 in each of years 1 and 2 Initial portfolio acquisition yield 6.47% (1) The vendor, DB Real Estate Investment, retains a 5% interest and RET has the option to acquire this interest from 2010 (2) Based on an exchange rate of €0.63 to A$1.00 15 (3) Source: DTZ
  • Initial Portfolio Details Acquisition Acquisition Initial Net Lettable Occupancy Valuation Price Price Acquisition Key Tenants (1) (1) Asset Location Area (sqm) (% NLA) (€M) (€M) (€ per m) Yield (by income) Stettiner Carree Berlin 61,575 100% 154 147 2,517 6.52% Deutsche Bahn (100%) Hochtief (59%), Techniker Campus Carree Frankfurt 31,963 88% 99 102 3,348 6.38% (2) Krankenkasse (26%) Olof-Palme-Strasse Frankfurt 29,218 100% 101 95 3,423 6.49% PwC (100%) Total 122,756 97% 354 344 2,949 6.47% Tenant Profile (by income) Property Profile (by value) (1) 95% interest 16 (2) Two years of rental guarantee totalling €1 million in place for vacant space
  • Major Tenants 2006E Lease Area Expiry WALT Tenant Rental Property Income (€M) (1) % Rental Income (sqm) Date (Years)(2) Deutsche Bahn Stettiner Carree 5.3 32,173 Dec 2017 12.2 Deutsche Bahn Stettiner Carree 4.8 29,402 Dec 2016 (3) 11.2 Total Deutsche Bahn Stettiner Carree 10.1 43.4% 61,575 11.7 PricewaterhouseCoopers Olof Palme-Strasse 6.4 27.3% 29,218 Dec 2016 11.2 (4) (5) Hochtief Construction AG Campus Carree 3.8 16,438 Dec 2017 12.2 Hochtief Facility Management (4) Campus Carree 0.2 984 Feb 2008 2.3 Total Hochtief Campus Carree 4.0 17.2% 17,422 11.5 (6) Techniker Krankenkasse Campus Carree 0.8 3,622 Oct 2012 7.0 Techniker Krankenkasse Campus Carree 0.9 4,271 Oct 2007 2.0 Total Techniker Krankenkasse Campus Carree 1.8 7.6% 7,893 4.3 Total of Major Tenants 22.3 95.5% 116,108 10.9 Portfolio Lease Structure (by income) Over-Renting 2.1% of portfolio with no review Passing rents in Berlin and Frankfurt have decreased by approximately 30% - 40% since the start of 2000 0.9% of portfolio with fixed review The Initial Portfolio is approximately 33% over-rented 97.0% of portfolio with CPI indexation: Based on the Initial Portfolio WALT of 10.6 years, market 53.7% annual CPI indexation rents must increase by approximately 3.0% pa above CPI to equate to passing rents at lease expiry 43.3% with stepped CPI indexation – rent increases after CPI threshold has been reached and is then New supply is forecast to be limited in both Berlin and reset Frankfurt over the 5 years to 2010 with positive net absorption of approximately 0.5 million sqm and 1.1 (1) Includes office, storage and carpark income million sqm respectively (2) Average remaining lease term weighted by income (3) Break option in December 2013 (4) Hochtief Construction AG and Hochtief Facility Management are subsidiaries of Hochtief Aktiengesellschaft 17 (5) A special termination clause exists in December 2011 if tenant moves into its own building in Frankfurt
  • Major Tenant Profile Stettiner Carree Tenant (Berlin) The Deutsche Bahn Group is the principal provider of transportation in Germany, the largest transport and logistics company in Europe and has extensive global transport and logistics activities. Deutsche Bahn is structured along three major business units, passenger transportation, transport and logistics and infrastructure and services Deutsche Bahn is one of Germany’s largest employers with approximately 225,000 employees and is rated AA by Standard & Poors Campus Carree Major Tenants (Frankfurt) Hochtief is the world’s third largest provider of construction services. Hochtief Construction AG, is one of Hochtief’s five operating divisions, specialising in the construction of high-rises, malls, sports stadium, tunnels and bridges. Hochtief Construction AG had revenue of €2.1 billion and generated new orders of €2.3 billion in 2004. Hochtief Facility Management Construction GmbH provides end-to-end technical, commercial and infrastructure services Techniker Krankenkasse is a nationwide health insurance fund with 3.8 million members, a budget of €14.6 billion (A$23.3 billion) for 2005 and employs over 10,000 people Olof Palme Strasse Tenant (Frankfurt) PricewaterhouseCoopers (PwC) an international accounting practice which provides assurance, tax and advisory services for public and private clients globally PwC reported a turnover of €2.7 billion with profits of €0.7 billion in the year to 30 June 2005 18
  • Expiry Profile Portfolio Lease Expiry Profile (by portfolio income) (1)(2) Weighted Average Lease Term to Expiry (by portfolio income) (1)(2) (1) Weighted by income (2) Assumes no break options are exercised (9.0 years with break options exercised) 19
  • 4. German Real Estate Market 20
  • Germany – Economic Overview Germany is the largest economy in Europe, the Germany is a well dispersed country, both third largest economy in the world and the world’s economically and politically, with Berlin as the biggest exporter political centre and Frankfurt as the leading financial services centre Germany’s 2004 GDP (at current prices) was US$2.7 trillion which is approximately 30% of the German cities account for 4 of the top 6 entire Euro Zone European cities for the volume of investment grade office stock Germany’s economic importance within the EU is reflected by the size of its office markets which have grown considerably in recent years (1) 2004 GDP (US$ trillion) (1) Top 10 European Office Markets Total Stock (M sqm) (June 2005) 12.0 11.7 London 27.0 Munich 17.3 10.0 Berlin 17.3 Paris 16.1 8.0 Hamburg 13.0 GDP (US$ trillion) Frankfurt 11.8 6.0 4.6 Brussels 11.6 4.0 Madrid 10.4 2.7 Vienna 9.7 2.1 2.0 2.0 Dusseldorf 6.6 0.7 0.0 Domestic Market US Japan Germany UK France Australia Sydney 6.1 Melbourne 4.5 21 (1) Source: DTZ
  • German Office Markets 2000 to 2004 Vacancy increased and rents decreased Speculative supply added to the market as Technology and Banking sectors contracted 2005 Occupancy improving and rents are stable / rising Berlin Frankfurt’s net absorption forecast is 0.5 million sqm Berlin attracted the 230,000 sqm German intelligence agency from Bonn Market features Frankfurt Leases 5+5 with CPI indexation Space comes partitioned with incentives 3 to 6 months rent free Air conditioning is not common Market rents below economic rents Limited construction 22
  • Berlin - Overview Berlin is the capital of Germany, with a population of approximately 3.5 million is the country’s largest city Excellent national and international transport links: Construction due to start in 2006 to expand Schonefeld airport to become the new Berlin- Brandenburg International airport Regional and national rail links to a wide range of cities across Germany and Europe Road links connected to autobahns (motorways) The Berlin office market comprises 17.3 million sqm of office space Following a decline in demand for office space over the four years ending December 2004, demand rebounded in the first 9 months of 2005 with take-up of 331,000 sqm (2004 take-up was 369,000 sqm) Supply of new office space has been falling in the Berlin market over the last ten years and net absorption of 500,000 sqm is forecast for the 5 years to December 2010 Prime market rents declined in Berlin from 2001 to 2004. Prime rents have stabilised in the 2nd half of 2005 and are forecast to grow from 2006 Berlin Office Market Metrics (2000 – 2007F) (1) Berlin Prime Office Rents (1990 – 2007F) (1) Employees by sector 500,000 12.0% – Berlin (2004) (1) 10.0% 50 Production 400,000 10% Construction 8.0% 5% € per square metre per month) 40 % change (yoy) Square metres 300,000 Public Administration, Hospitality Health & Education 6% 6.0% 40% 30 Transport 200,000 6% 4.0% 20 Trade 100,000 2.0% 11% Finance Real Estate & Corporate 3% 0 0.0% 10 Services 2000 2001 2002 2003 2004 2005F 2006F 2007F 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05F 06F 07F 19% Prime Office Rents Source: DTZ Takeup New supply Availability (%) 23 (1) Source: DTZ
  • Frankfurt – Overview Frankfurt is continental Europe’s leading financial centre with 315 banks, the European Central Bank and the Deutsche Bundesbank located there Excellent national and international transport links: International airport is situated approximately 12 km south of Frankfurt Connected to the regional and national rail network and serviced by high speed trains The Frankfurt office market comprises 11.8 million sqm of office space Following a decline in demand for office space over the four years ending December 2004, demand rebounded in the first 9 months of 2005 with take-up of 321,000 sqm (2004 take-up was 329,000 sqm) The supply of new office space is forecast to be relatively constrained and net absorption of 1,100,000 sqm is forecast for the 5 years to December 2010 Prime market rents declined in Frankfurt from 2000 to 2004 and are now at near 15 year lows. Rents stabilised in the 1st half of 2005 and are forecast to grow from 2006 Frankfurt Office Market Metrics (2000 – 2007F) (1) Frankfurt Prime Office Rents (2000 – 2007F) (1) Employees by sector – Frankfurt (2004) (1) 900,000 20.0% 60 Production Public Administration, Health 10% 750,000 & Education Construction 16.0% 3% € per square metre per month) 19% 50 Hospitality 600,000 4% % change (yoy) 12.0% Square metres 450,000 40 Transport 15% 8.0% 300,000 Real Estate & Corporate Services 30 23% 4.0% 150,000 Trade 10% 0 0.0% 20 Finance 16% 2000 2001 2002 2003 2004 2005F 2006F 2007F 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 Take up New supply Av ailability (%) Prime Office Rents 24 (1) Source: DTZ
  • 5. FINANCIALS 25
  • Sources and Application of Funds Sources of Funds €M A$M (1) Offer Proceeds 160.1 255.6 Borrowings 217.2 346.7 DBREI Interest (5%) 7.2 11.6 Total Sources of Funds 384.6 613.8 Application of Funds €M A$M (1) Purchase 100% interest in portfolio 362.0 577.8 Portfolio acquisition costs 3.4 5.5 Debt establishment and bridging costs 6.5 10.3 Due diligence and other costs 4.9 7.8 Offer Costs 7.5 12.0 Working capital 0.3 0.4 Total Application of Funds 384.6 613.8 26 (1) Based on an exchange rate of €$0.63 to A$1.00
  • Pro Forma Financial Summary Balance Sheet Profit and Loss Statement At Allotment At Allotment (€000) (A$000) Year ending 31 December (000s) 2006F 2007F Property Investments 372,900 595,211 Initial Portfolio NOI (€) 23,514 23,879 Debt establishment 4,627 7,385 Interest expense (€) (9,108) (9,132) Cash 250 399 Partnership income (€) 14,406 14,747 Total Assets 377,777 602,996 Minority interest (€) (715) (731) Australian LPT share (€) 13,691 14,016 Interest Bearing Liabilities 217,200 346,688 7-year par forward FX rate (€/A$) 0.5100 0.5100 Total Liabilities 217,200 346,688 Australian LPT share (A$) 26,845 27,482 Net Assets 160,577 256,308 Management fees (A$) (3,034) (3,034) Other trust expenses (A$) (809) (809) Contributed Capital 160,113 255,567 Amortisation debt establishment (1,049) (1,049) Minority Interests 7,240 11,556 Net Income 21,953 22,590 Other & Issue Costs (7,501) (11,972) Transfer from reserves 1,049 1,049 Reserves 725 1,157 Distributable income 23,002 23,639 Shareholders Equity 160,577 256,308 Units on issue 255,567 255,567 Gearing (debt to gross assets, excl. cash) 57.5% Distribution yield 9.00% 9.25% NTA per unit 0.96 NTA Premium/(Discount) 4.2% (1) Assumes FX of €0.63 = A$1.00 27
  • 6. STRUCTURE & MANAGEMENT 28
  • Investment Structure Investors stapled Rubicon Asset Responsible Entity Management Limited Advisory Services Rubicon Advisory Rubicon Europe Rubicon Europe Asset and Property Trust II Trust I Management Services DTZ 1%* 99%* Rubicon Europe Trust III 100% 100% RET Pty Limited Australia 100% Germany Rubicon General Partner Rubicon DBREI Company Partnership 95% 5% General Partner Joint Venture Partnerships Real Estate * Represents economic interest only 29
  • Fund Manager – Rubicon Asset Management Company Overview Real Estate Focus Independent Australian investment firm founded Strong track record in completing various large and in 2001 to provide investors with access to complicated cross border real estate transactions, specialised investment strategies including: A$1.6 billion of total assets under management 95% interest in €362 million (A$575 million) following the RET offer portfolio of three German office assets (pending completion) US$384 million (A$505 million (1)) acquisition of an 80.1% interest in a portfolio of 14 properties (13 offices and one industrial distribution centre) leased primarily to the US Government, in joint venture with NGP US$69 million (A$91 million (1)) acquisition of an 80% interest in a portfolio of four offices located in the US, in joint venture with Parkway (NYSE:PKY) US$58 million (A$76 million (1)) acquisition of a 90% interest in a portfolio of warehouses located in the US, in joint venture with JMB and True North In total, Rubicon has been involved in the acquisition of approximately A$1.2 billion of international real estate over the past 12 months 30 (1) Based on an exchange rate of US$0.76 to A$1.00
  • Board of Directors and Trust Management Board of Directors Gordon Fell – Executive Chairman & Managing Director: previously Joint CEO of Ord Minnett Matthew Cooper – Executive Director: previously a director of Ord Minnett Ray Kellerman – Non-Executive Director: previously Head of Compliance Services of the Corporate Trust division of Perpetual Trustees David Simpson – Non-Executive Director: previously a partner at Freshfields Bruckhaus Deringer Trust Management Team Lawrence Stapleton – Fund Manager and Head of Real Estate Investments: previously Macquarie Bank and Colonial First State Property (CFSP) Julie Manios - Investment Manager: previously CFSP, AIG and Lend Lease Brandon Lay – Manager of Finance, Real Estate Investments: previously CFSP and KPMG Miranda Wong – Compliance Manager: previously Everest and Perpetual Trustees Luke Petherbridge – Head of Distribution: previously Sagitta Wealth Management and Rothschild Australia Asset Management Rob Partos – Manager of Finance and Fund Operations: previously National Custodian Services, Norwich Investment Management and MML Management 31
  • Asset / Property Manager – DTZ Company Overview Senior Management Team DTZ is a leading global real estate John Slade – Managing Director of International advisory company Investment In Europe, DTZ has 3,350 staff operating Paul Abrey – Director of DTZ International from 94 offices in 24 countries Alistair Meadows – Director of Sales and Strongest market presence of any Investments property consultant in Europe Jochen Kleef – Managing Director of DTZ’s German Property Management team Advised on in excess of €10 billion of capital transactions across Europe last David Sheldon – Head of European Building year Consultancy Services €25 billion asset / property under Colin Wilson – Director of DTZ London Markets management in Europe DTZ in Germany was established in 1979 and has its headquarters in Frankfurt with further offices in Berlin, Dusseldorf, Munich and Hamburg 32
  • Asset / Property Manager – DTZ (Cont’d) Long-term agreement – 5 year term with 5 year renewal option at RET’s discretion Asset origination: Source real estate acquisitions in accordance with RET’s investment strategy Exclusivity agreement for European real estate acquisitions in accordance with RET’s investment strategy Advise on bids and pricing levels Co-ordinate due diligence Complete detailed inspections of each prospective property, its environs and undertake surveys Asset and property management: Provide 5-year asset plans Prepare and maintain records Maintain tenant relationships Provide research Supervise repairs and capex 33
  • Asset / Property Manager – DTZ (Cont’d) Economic incentives reinforce long term partnership and promote RET’s growth and performance Fees to DTZ Asset and property management fees Market rates, capped at €250,000 for Initial Portfolio – fully recoverable from tenants for Initial Portfolio Asset origination fee Up to 25% of the asset origination fee paid to Rubicon Asset acquisition services(1) Up to 0.25% of gross assets acquired based on market rates for services provided Performance fee Up to 25% of the performance fee paid to Rubicon (1) Asset acquisition services include comprehensive property due diligence, experts reports, valuations, market research etc 34
  • 7. FEE STRUCTURE 35
  • Fee Structure Fee Amount Fees to Rubicon Base management fee Up to 0.45% pa of gross assets Performance fee Payable when the performance of RET exceeds the S&P/ASX 200 Property Accumulation Index 5% of the total increased unitholder value from outperformance; plus 15% of the total increased unitholder value above 2% nominal outperformance per annum Base management and performance fees are capped at 1% of gross assets per annum Required to earn back any underperformance accrued in previous periods prior to being entitled to a performance fee in future periods Fees in excess of the 1% cap can be carried forward Cap waived if outperformance occurs for 3 consecutive years Asset origination fee Up to 1.0% of gross assets acquired Debt arrangement fee Up to 0.5% of debt finance raised (waived for the Initial Portfolio) 36
  • 8. INDICATIVE TIMETABLE 37
  • Indicative Timetable(1) Institutional marketing Week of 24 October 2005 Institutional “Pathfinder” PDS available Week of 31 October 2005 Offer Institutional property tour Week of 7 November 2005 Institutional bids Week of 7 November 2005 Retail and RAT priority offer opens 21 November 2005 Retail Offer Retail and RAT priority offer closes 2 December 2005 Allotment 9 December 2005 Deferred settlement trading commences 9 December 2005 Listing Deferred Settlement Trading ceases 13 December 2005 Normal trading on ASX 15 December 2005 38 (1) This timetable is indicative only and is subject to change
  • APPENDIX A – PEER GROUP COMPARISON 39
  • Office Peer Group Comparison Distribution Yield 2006F Distribution Yield 2007F 10.8% 11% 11% 10.2% 10% 10% 9.3% 9.0% 8.7% 9% 8.7% 9% 8.5% 8.4% 8.3% 8.2% 8.1% 8.0% 8.0% 8% 8% 7% 7% N/A 6% 6% (1) RAT RET(1) RNY MOF TSO IOF CPA RAT RET MOF TSO IOF CPA RNY Domestic Domestic and Offshore Offshore Domestic Domestic and Offshore Offshore Gearing Premium to NTA 80% 73.3% 25% 19.3% 70% 20% 57.5% 60% 54.1% 54.0% 15% 10.2% 9.6% 50% 42.1% 10% 4.7% 4.2% 38.1% 5% 40% 27.5% 0% 30% (5%) (0.8%) 20% (10%) 10% (15%) (13.6%) 0% (20%) RAT RET TSO RNY IOF MOF CPA MOF IOF RAT CPA RET RNY TSO Domestic Domestic and Offshore Offshore Domestic Domestic and Offshore Offshore Source: Merrill Lynch / Deutsche Bank 40 (1) Calendar year end
  • Office Peer Group Comparison (Cont’d) Equity Market Capitalisation ($ millions) WALT $2,500 2,233 12 10.6 1,946 10 $2,000 8 $1,500 1,303 5.9 5.8 5.8 6 5.1 5.0 4.4 $1,000 609 4 $500 256 2 183 165 $0 0 MOF CPA IOF TSO RET RAT RNY RET MOF RAT TSO IOF CPA RNY Domestic Domestic and Offshore Offshore Domestic Domestic and Offshore Offshore Geography Occupancy 100% 100% 90% 100% 99.0% 98.6% 80% 33% 47% 98% 96.9% 70% 60% 96% 95.0% 50% 100% 100% 100% 100% 40% 94% 93.1% 93.1% 30% 67% 53% 92% 20% 90.0% 10% 90% 0% 88% CPA IOF MOF TSO RNY RAT RET IOF RAT RET MOF CPA TSO RNY Domestic Offshore Domestic Domestic and Offshore Offshore 41 Source: Merrill Lynch / Deutsche Bank
  • Offshore Peer Group Comparison Distribution Yield 2006F Distribution Yield 2007F 11% 10.8% Yield Spread Markets Yield Spread Markets 11% 10.2% 10% 9.5% 9.8% 9.4% 10% 9.4% 9.0% 9.1% 9.3% 8.8% 8.8% 8.7% 8.9% 9% 8.3% 9% 8.4% 8.3% 8% 7.5% 8% 7% 7% 6.7% 5.9% 6% 6% N/A N/A 5% 5% (1) (1) RAT JUICA MPR MDT GSA RNY TSO RET AEZCA BJT RAT JUICA MPR MDT GSA TSO RNY RET AEZCA BJT US Europe Japan US Europe Japan Gearing Premium / (Discount) to NTA Yield Spread Markets 80% 73.3% Yield Spread Markets 70% 61.4% 70% 60% 61.4% 56.0% 54.1% 54.0% 53.9% 57.5% 50% 60% 51.1% 37.7% 50.4% 40% 50% 43.6% 30% 40% 17.3% 20% 9.6% 9.0% 6.4% 30% 10% 4.2% 20% 0% -10% (0.8%) 10% (6.7%) -20% (13.6%) 0% RAT GSA MDT TSO RNY JUICA MPR RET AEZCA BJT MPR RAT GSA JUICA RNY MDT TSO BJT AEZCA RET US Europe Japan US Europe Japan Source: Merrill Lynch / Deutsche Bank 42 (1) Calendar year end
  • Offshore Peer Group Comparison (Cont’d) Equity Market Capitalisation ($ millions) WALT Yield Spread Markets $968 $950 16.0 $1,000 $930 14.7 14.0 Yield Spread Markets $800 12.0 10.6 $609 10.0 8.8 $600 7.8 8.0 6.8 $416 5.8 5.8 5.5 $400 6.0 4.4 4.2 $256 $183 $165 4.0 $200 $121 $153 2.0 $0 0.0 GSA MDT MPR TSO RAT RNY JUICA BJT RET AEZCA MDT GSA RAT TSO MPR RNY JUICA BJT RET AEZCA US Europe Japan US Europe Japan Geography Occupancy Yield Spread Markets 100% 98.6% 98.3% Yield Spread Markets 100% 98% 96.2% 96.1% 96.9% 100% 96% 80% 93.1% 93.0% 93.5% 93.2% 94% 60% 92% 100% 100% 100% 100% 100% 100% 100% 100% 100% 90.0% 40% 90% 88% 20% 86% 0% 84% MDT MPR GSA JUICA RAT TSO RNY RET AEZCA BJT RAT MPR GSA MDT TSO JUICA RNY RET BJT AEZCA US Europe Japan US Europe Japan 43 Source: Merrill Lynch / Deutsche Bank
  • APPENDIX B – INDIVIDUAL PROPERTY INFORMATION 44
  • Stettiner Carree – Berlin Key Office Property Statistics Purchase Price (1) €147m Valuation (1) €154m Occupancy 100% WALT (by income) 11.7 years Completion Date 2004 45 (1) 95% interest
  • Stettiner Carree – Berlin (Cont’d) Valuation Summary Property Statistics (1) Valuation €154m Property Type Office Valuer DTZ Area NLA (sqm) 61,575 Occupancy 100% Current Office Rent (per sqm pa) (2) €166 Acquisition Summary Market Office Rent (per sqm pa) (2) €126 Ownership Interest 95% (1) WALT (by income) 11.7 years Purchase Price €147m Rent review structure CPI Initial Yield 6.5% Car Parking Ratio (per 1,000 sqm) 7.4 Completion Date 2004 Replacement Cost €179m Discount to Replacement Cost 14% Economic Office Rent (per sqm pa) €179 Tenant Profile % by Lease Lease Remaining Tenant SQM Area Start Date Maturity Years Rent Reviews Deutsche Bahn 32,173 52% Jan 2005 Dec 2017 12.2 CPI, after CPI index (4) increases by > 8.5 points Deutsche Bahn 29,402 48% Jan 2005 Dec 2016 (3) 11.2 CPI, after CPI index (4) increases by > 8.5 points Total 61,575 100% 11.7 (1) 95% interest (2) Excludes income from storage and parking (3) Break option in December 2013 46 (4) As at lease commencement, January 2005, German CPI was 107.3 compared with 109.1 as at September 2005
  • Stettiner Carree – Berlin (Cont’d) Investment Profile Prime location – located in the Nordbahnhof area to the north west of the central district of Mitte. The location is immediately adjacent to the Zinnowitzer Strasse underground station and within walking distance of the mainline railway station Berlin Lehrter which is undergoing a re-development Quality asset – four attractive linked office buildings built in 2004 to high quality specification Attractive lease expiry profile – weighted average lease expiry of 11.7 years Quality tenant profile – leased to Deutsche Bahn (AA rated credit quality), Europe’s largest transport and logistics company, a corporatised entity owned by the German government Double net lease – the property is tenanted such that all costs of repair, with the exception of structural repairs, are borne by the tenant. 47
  • Campus Carree – Frankfurt Key Office Property Statistics Purchase Price (1) €102m (1) Valuation €99m Occupancy 88% WALT (by income) 8.5 years Completion Date 2002 48 (1) 95% interest
  • Campus Carree – Frankfurt (Cont’d) Valuation Summary Property Statistics Valuation (1) €99m Property Type Office Valuer DTZ Area NLA (sqm) 31,963 Occupancy 88% Acquisition Summary Current Office Rent (per sqm pa) (2) €203 Ownership Interest 95% Market Office Rent (per sqm pa) (2) €162 Purchase Price (1) €102m WALT (by income) 8.5 years Initial Yield 6.4% Rent review structure CPI and Steps Car Parking Ratio (per 1,000 sqm) 18.4 Completion Date 2002 Replacement Cost €121m Discount to Replacement Cost 12% Economic Office Rent (per sqm pa) €204 Tenant Profile % by Lease Lease Remaining Tenant SQM Area Start Date Maturity Years Rent Reviews Hochtief Construction 16,438 51.4% Dec 2002 Dec 2017(3) 12.2 CPI Hochtief Facility Management 984 3.1% Feb 2003 Feb 2008 2.3 CPI Techniker Krankenkasse 3,622 11.3% Nov 2002 Oct 2012(4) 7.0 CPI ≤ 3%, 2/3 of CPI > 3% Techniker Krankenkasse 4,271 13.4% Apr 2003 Oct 2007 2.0 CPI ≤ 3%, 2/3 of CPI > 3% Imoplan Immobilien 1,095 3.4% Dec 2002 Dec 2011 6.1 Step-up 1.5% p.a. Euro Finanz Consulting 1,009 3.2% Nov 2005 Oct 2010 5.0 CPI from Nov 2006 Siebel Systems Deutschland 703 2.2% Sep 2005 Sep 2010 4.9 CPI from Sep 2006 Vacant 3,840 12.0% TOTAL 31,963 100.0% 8.5 (1) 95% interest (2) Excludes income from storage and parking (3) Break option in December 2011 49 (4) Break option over 880 sqm in November 2007
  • Campus Carree – Frankfurt (Cont’d) Investment Profile Prime location – the property is located in an established submarket with excellent accessibility to both the Frankfurt city and airport Quality asset – attractive property built in 2002 with modern specifications such as air cooling and raised floors Attractive lease expiry profile – weighted lease expiry of 8.5 years Quality tenant profile – tenants include Hochtief which is the world’s third largest provider of construction services and Techniker Krankenkasse a nationwide health insurance fund with 3.8 million members Double net lease – the property is tenanted such that all costs of repair, with the exception of structural repairs, are borne by the tenant 50
  • Olof Palme-Strasse – Frankfurt Key Office Property Statistics Purchase Price (1) €95m (1) Valuation €101m Occupancy 100% WALT (by income) 11.2 years Completion Date 1994 51 (1) 95% interest
  • Olof Palme-Strasse – Frankfurt (Cont’d) Valuation Summary Property Statistics Valuation (1) €101m Property Type Office Valuer DTZ Area NLA (sqm) 29,218 Occupancy 100% Acquisition Summary Current Office Rent (per sqm pa) (2) €223 Ownership Interest 95.0% Market Office Rent (per sqm pa) (2) €156 Purchase Price (1) €95m WALT (by income) 11.2 years Initial Yield 6.5% Rent review structure CPI Car Parking Ratio (per 1,000 sqm) 15.2 Completion Date 1994 Replacement Cost €108m Discount to Replacement Cost 8% Economic Office Rent (per sqm pa) €240 Tenant Profile % by Lease Lease Remaining Tenant SQM Area Start Date Maturity Years Rent Reviews PwC 29,218 100% Jan 2002 Dec 2016 11.2 CPI Total 29,218 100% 11.2 (1) 95% interest 52 (2) Excludes income from storage and parking
  • Olof Palme-Strasse – Frankfurt (Cont’d) Investment Profile Prime Location – Merton-Viertel is an established submarket with good accessibility and appeal to international corporations Quality Asset – attractive property built in 1994 and refurbished in 2002 Attractive lease expiry profile – weighted lease expiry of the property is 11.2 years Quality tenant profile – 100% tenanted by a PricewaterhouseCoopers, an established global provider of financial services. Double net lease – The property is tenanted such that all costs of repair, with the exception of structural repairs, are borne by the tenant 53
  • APPENDIX C – MANAGEMENT BIOGRAPHIES 54
  • RET Board Gordon Fell / Executive Chairman & Managing Director Dr Fell is the Executive Chairman and Managing Director of the Rubicon Group. Previously he was the Joint Chief Executive of Ord Minnett, an independent Australian investment bank which was acquired in 2000 by Chase Manhattan (now JP Morgan). Prior to that, he was Head of Corporate Finance at Ord Minnett. Before joining Ord Minnett he was a Director of Schroders Australia Corporate Finance and a management consultant with McKinsey & Company. Dr Fell holds a Bachelor of Science (Honours) and Bachelor of Laws (Honours) from the University of Sydney. He received a Doctor of Philosophy from Oxford University, where he was a Rhodes Scholar. Dr Fell is a director of Record Investments Limited (ASX:RCD). He is the Chairman of Opera Australia and a Trustee of Sydney Grammar School. Matthew Cooper / Executive Director Mr Cooper is an Executive Director and the Chief Operating Officer of the Rubicon Group. Previously Mr Cooper was a director within the investment banking team of Ord Minnett. Prior to that, he was with UBS Warburg Corporate Finance, spending six years with the Bank. Mr Cooper holds a Bachelor of Commerce from Victoria University (New Zealand). He received a Master of Applied Finance degree from Macquarie University and is a Chartered Accountant (New Zealand). Ray Kellerman / Non-Executive Director Mr Kellerman has over 15 years compliance, legal, operational and financial experience in the funds management, investment banking and corporate and structured finance industries. He has specialised in legal, risk and compliance activities and worked on some of the largest and most complex funds management, infrastructure and project financings including Melbourne City Link, Olympic Stadium and Hills Motorway. Mr Kellerman has over 10 years experience with Perpetual Trustees Australia including Head of Compliance Services of the Corporate Trust division, before establishing his own compliance consulting and advisory business in 2001. Mr Kellerman is a responsible officer of Transurban Holdings Trust (ASX:TCL) and Tishman Speyer Office Trust (ASX:TSO), a member of the compliance committees of Macquarie Goodman Industrial Trust (ASX:MGI), Macquarie Infrastructure Trust I and II (ASX:MIG), Macquarie Communications Infrastructure Trust (ASX:MCG), Macquarie Airports Trust 1 and 2 (ASX:MAP), FKP Commercial Property Trust (ASX:FKP). Mr Kellerman holds a Bachelor of Economics, Bachelor of Laws, Master of Business Administration and diploma from the Securities Institute of Australia. David Simpson / Non-Executive Director Mr Simpson has 20 years experience as a corporate lawyer, specialising in large scale mergers and acquisitions, both public and private, and international offerings of debt and equity securities. Until recently he was a partner in Freshfields Bruckhaus Deringer (Freshfields), one of the world’s largest law firms and before that a partner in one of Australia’s leading law firms, Allen Allen & Hemsley (now Allens Arthur Robinson) (Allens). From 1991 to 2004 he was based in Asia, living and working as a corporate lawyer in Indonesia from 1991 to 1997 and Singapore from 1997 to 2004. He was the managing partner of both the Allens and the Freshfields offices in Singapore and has worked on some of the largest transactions in South Asia. Mr Simpson holds a Bachelor of Economics and Bachelor of Laws (Honours) from the University of Sydney and a Master of Laws from Cambridge University. 55
  • RET Management Lawrence Stapleton / Fund Manager Mr Stapleton will be the Fund Manager of RET and is Head of Real Estate Investments at Rubicon Asset Management. He has over 20 years experience in chartered accounting, investment banking and funds management and has focused on international real estate investing since 2001. Mr Stapleton is a Responsible Officer for the Tishman Speyer Office Fund (ASX:TSO). Most recently he was Head of International at Colonial First State Property where he assisted with establishing Colonial’s International Private Equity Real Estate Fund, a wholesale fund of funds of international private equity real estate funds. Prior to that role he was an Associate Director of Macquarie Bank, assisting with the establishment of the Macquarie Leisure Trust (ASX:MLE). Thereafter he was the fund manager of that trust and Managing Director of MLE’s operator, Omni Leisure, for 2 years. Mr Stapleton is a Chartered Accountant and holds a Bachelor of Economics from the University of Southern Queensland and a Graduate Diploma in Finance from the University of New England. Julie Manios / Investment Manager Ms Manios is Investment Manager Real Estate Investments at Rubicon Asset Management. Ms Manios has over 12 years experience in funds management both in Australia and Europe, real estate investing and real estate development. Most recently Ms Manios was a Senior Analyst with AIG Global Real Estate, a European private real estate fund with €1 billion of assets under management where she was responsible for sourcing, negotiating and completing due diligence on real estate investments covering office, retail, mixed use and hotel real estate assets. Prior to that role Ms Manios worked for Lend Lease in Europe and was an Investment Analyst with General Property Trust. Ms Manios is a CFA Charter holder and holds a Bachelor of Economics from Macquarie University. Brandon Lay / Manager Finance Mr Lay is Manager of Finance and Fund Operations Real Estate Investments at Rubicon Asset Management. He has over six years property accounting experience. Previously, Mr Lay held various roles with Colonial First State Property. Prior to Colonial Mr Lay worked in London in various property accounting roles and has also worked as an auditor with KPMG. Mr Lay holds a Bachelor of Commerce majoring in accounting from the University of Canterbury, New Zealand and is a member of the Institute of Chartered Accountants of New Zealand. Miranda Wong / Compliance Manager Ms Wong is the Compliance Manager for the Rubicon Group. Ms Wong has thirteen years experience in funds management operations and professional services. Previously, Ms Wong worked at Everest Capital where she was responsible for funds administration as well as the accounting and auditing functions for the firm and its funds. Prior to that, Ms Wong was an Assistant Client Accounting Manager at Perpetual Trustees and she also worked in the Audit division of PricewaterhouseCoopers. Ms Wong is a qualified as a Chartered Accountant (CA), Certified Practicing Accountant (CPA) and holds a Bachelor of Commerce Degree from the University of New South Wales. Luke Petherbridge / Head of Distribution Mr Petherbridge is Head of Distribution of Rubicon Asset Management. Previously, Mr Petherbridge was Head of Client Communications for Sagitta Wealth Management Limited and was responsible for all communications with clients and advisers. Prior to that, he was a senior superannuation analyst with Rothschild Australia Asset Management. Mr Petherbridge holds a Bachelor of Commerce (Economics) from Macquarie University, Sydney. Rob Partos / Manager of Finance and Fund Operations Mr Partos is Manager of Finance and Fund Operations for Rubicon Asset Management. He has over 11 years management and fund accounting experience. Previously, Mr Partos was with the National Custodian Services where he was responsible for ensuring the accuracy of taxation, financial reporting, and pricing information for a large number of institutional clients. He was responsible for a 24 hour reporting cycle and more than 15 clients reporting in excess of A$40 billion on a daily basis. Prior to the National Mr Partos held roles at Norwich Investment Management Limited and MML Management. Mr Partos has received a Bachelor of Economics with a Major in Accounting from LaTrobe University, Melbourne and has a Graduate Diploma in Applied Finance and Investments from the Securities Institute of Australia. 56
  • DTZ Asset / Property Manager John Slade John is Managing Director of International Investment at DTZ. Formerly he was Chief Executive of Richard Ellis City and for seven years ran his own successful Investment Agency, Slade & Co. His career spans 26 years in the investment markets and his specialisation is acting for/advising clients on the most significant international investment transactions on a global basis. His recent instructions include advice to Morley on a significant investment in the Pillar Retail Warehouse Fund and sale of 50 Avenue Montaigne in Paris for Unibail. Paul Abrey Paul Abrey is a Director of DTZ International having been at DTZ for the last 16 years and is responsible for the day-to-day provision of asset management services. He has wide ranging experience in investment, landlord and tenant, valuation, leasing and asset and property management. His has represented DTZ in some of the firms largest instructions that have included letting Canary Wharf, Adviser to Lloyds of London on landlord and tenant matters and the purchase of a portfolio of retail warehouses in Sweden for approximately €282 million (A$655 million). Alistair Meadows Alistair has ten years of commercial property experience, all spent within the DTZ group. Between 1994 and 2000, Alistair was with DTZ Debenham Tie Leung in London, where he was involved in the acquisition and disposal of commercial property assets on behalf of UK institutions, property companies, developers and overseas private investors. Clients included AMP Henderson Global Investors, AXA Sun Life, MEPC, CIS Insurance Society, Brixton Estates, Taylor Woodrow. In 2000, following the re-structuring of DTZ in Australia, Alistair transferred to the Sydney office to assist in the re-positioning of DTZ Australia and continue his investment role where now he is responsible for Sales & Investments for DTZ Australia (NSW) Pty Ltd. Jochen Kleef Jochen Kleef is Managing Director of DTZ’s German Property Management team, having been with DTZ for four years. Jochen Kleef has extensive experience in real estate specialising in two core skills, Project Management and Property Management. His property management clients include Sony, Deka, Redevco, Gothaer Asset Management and La Salle Investment Management. David Sheldon David Sheldon is Head of DTZ's European Building Consultancy services and Managing Director of their London team. His career spans over 30 years , with more than 20 years at DTZ where he has specialised in the provision of structural surveys and technical due diligence to a wide range of investor and occupier clients in mainland Europe as well as in the UK. Colin Wilson Colin is a Director of DTZ London Markets and DTZ National Co-ordinator for Investment Agency. Colin has 17 years commercial property experience and joined DTZ in 1996, following 8 years with CBRE and has extensive experience of the Central London Investment markets. His experience includes sales and acquisitions and project advice to major investors and developers including British Land, CIT, Delancey, Land Securities, West LB, Morley, ADIA, Insight and Morgan Stanley. Notable London transactions include the sales of Commercial Union Tower for circa £240m on behalf of ADIA / Morley and 100 New Bridge Street for circa £102m on behalf of British Land / West LB. Colin holds a Bachelor of Science (Honours) in Estate Management from Bristol Polytechnic and is a Member of the Royal Institute of Chartered Survey. 57
  • Disclaimer This document is not an offer for the purposes of the Corporations Act 2001 (Cth) (“Corporations Act”) or similar legislation in any other jurisdiction. It is not intended as an offer, invitation, solicitation, or recommendation with respect to the purchase or sale of any security or financial product. Any offers to buy or subscribe for securities or financial products in the Rubicon European Trust 1 or Rubicon Europe Trust II ( Trusts) will only be extended through a Product Disclosure Statement (“PDS”) to be lodged with ASIC in the event that any offer proceeds. The information contained in this presentation is provided for information purposes only, in relation to the marketing of the potential initial public offering of units in the Trusts by Rubicon Asset Management Limited as the Responsible Entity and is subject to change without notice. Nothing contained in this presentation constitutes investment, legal, tax or other advice. This document is provided to you on the basis that you keep this presentation and the information contained within it confidential and do not copy or circulate it in whole or in part, and that you warrant that you are a “wholesale client” (as defined in the Corporations Act) to whom a product disclosure document is not required to be given under Part 7.9 of the Corporations Act. If you are not such an investor you may not consider the presentation and must return it immediately. The information in this presentation is not financial product advice and has been prepared without taking into account your particular investment objectives, financial circumstances or needs. You should read the PDS carefully and consider all of the risk factors that could affect the performance of the Trusts and which are associated with investing in the Trusts in light of your own particular investment objectives, financial circumstances and needs. If you have any questions, you should contact your independent financial or other professional adviser for advice. Any forward looking statements included in this presentation involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, Rubicon Asset Management, Deutsche Bank and Merrill Lynch and their respective officers, employees, agents or associates. Actual future events may vary materially from any forward looking statements and the assumptions on which those statements are based. Given these uncertainties, you are cautioned to not place undue reliance on any such forward looking statements The Responsible Entity has prepared this document based on information available to it. Although all reasonable care has been taken to ensure that the facts stated and opinions given in this presentation are fair and accurate, the information provided in this presentation has not been verified. Accordingly, no representation or warranty, expressed or implied is made as to the fairness, accuracy, completeness or correctness of the information and opinions contained in this presentation. To the fullest extent permitted by law, neither the Responsible Entity, nor any other party named in this presentation, accept any liability for any loss whatsoever arising from any use of the information in this presentation, or otherwise arising in connection therewith. The Responsible Entity, Merrill Lynch and Deutsche Bank and their respective, officers, employees, agents and associates may, from time to time, hold interests in the securities of, or earn brokerage, fees or other benefits from the Trusts and corporations and investment vehicles in which the Trusts hold interests. The distribution of this document in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Financial products issued in the Trusts have not and will not be registered under the United States Securities Act of 1933 (as amended). Neither this presentation nor any copy hereof may be transmitted in the United States (US) or distributed, directly or indirectly, in the US or to any US person including any US resident; any partnership or corporation or other entity organised or incorporated under the laws of the US or any state thereof; any trusts of which any trustee is a US person; or any agency or branch of a foreign entity located in the US. A person should consider the PDS in its entirety in deciding whether to acquire, or continue to hold the financial products in the Trusts. 58