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									Heine
               Kidman Park Property Trust
               Kidman Park Investment Trust

        Prospectus




                                                      30 April 1998




                     Head Office: 11 Queens Road, Melbourne, Victoria 3004
                       Telephone: (03) 9869 4600 Facsimile: (03) 9867 7463

                                                            Manager

                                                       Heine
                                                       Heine Securities Limited
                                                           ACN 072 656 752
ein

 Heine   Kidman Park Property Trust PROSPECTUS
               Contents
               Key Features                                                              1

               Introduction                                                              2

               Investment Structure                                                      3

               The Property                                                              5

               Financial Information                                                     7

               Financial Projections                                                     8

               The Manager                                                              11

               Directors of Heine Securities Limited                                    12

               Corporate Governance Statement                                           13

               Risk Factors to Consider                                                 15

               Keeping You Informed                                                     16

               How the Trusts Work                                                      17

               Valuation Report                                                         19

               Taxation Report                                                          21

               Further Information                                                      27

               How to Invest in the Trusts                                              35

               Application Forms                                                        36




                Prospectus Date: 30 April 1998
                Expiry Date: 29 April 1999
                This Prospectus is dated 30 April 1998. No units will be allocated or
                issued on the basis of this Prospectus later than 12 months after the date
                of issue of this Prospectus. A copy of this Prospectus was lodged on
                27 April 1998 with the Australian Securities Commission (‘ASC’).
                The ASC takes no responsibility for the content of this Prospectus.
                None of Heine Management Limited (ACN 006 475 449)
                Heine Securities Limited (ACN 072 656 752), Sandhurst Trustees
                Limited (ACN 004 030 737) and any of their associates or directors,
                guarantees the performance of the Trusts.




Kidman Park Investment Trust PROSPECTUS
     Key Features
     Forecast Distributions           Year Ending 30 June 1998* 1999 2000                 2001 2002 2003 2004 2005**
                                      Return on Equity † 11.0% 11.2% 11.3% 11.5% 11.6% 12.0% 12.3% 13.4%
                                      Tax Advantaged           100% 91.9% 74.6% 59.5% 46.0% 36.2% 26.2% 21.3%
ein  Investment Objective


     Investment Strategy


     Investment Structure
                                      To provide investors with a high level of income return in excess of 11% p.a.
                                      (before tax) over the term of the investment.
                                      To invest directly in 2 industrial properties with rental income secured by
                                      15 year leases.
                                      2 unit trusts, facilitating investment by both superannuation and non-
                                      superannuation investors.
     Term of the Trusts               The term of the Trusts will be seven years at which time the Property will most
                                      likely be sold.
     The Property                     404-408 Findon Road, Kidman Park, Adelaide, South Australia
                                      410-450 Findon Road, Kidman Park, Adelaide, South Australia
     Term of the Leases               15 years with options for further terms of 10 and 5 years respectively.
     Rental Income                    $2.7 million (net of all outgoings) in year 1 with annual Consumer Price Index
                                      (CPI) increases over the term of the Trusts (rent cannot be reduced as a result
                                      of negative CPI movements).
     Rental Guarantee                 3 years by way of a 1 year bank guarantee or insurance bond provided by Davids
                                      Limited and a 2 year insurance bond obtained by the Trusts.
     Minimum Subscription             $10,000^
     Distributions                    Income paid monthly^^
     Tax Benefits                     The Manager expects more than 90% of the 1st full year’s return will be tax
                                      advantaged. In addition non-superannuation investors will have an initial cost
                                      base of more than twice the amount subscribed from their own funds.
     Manager Fee                      0.85% p.a. of Gross Asset Value (The Trustee will be paid from this fee)
     Brokerage                        Up to 5% of the amount subscribed by investors from their own funds (paid by
                                      the Manager).
     Trail Fee                        0.25% p.a. of the amount subscribed by investors from their own funds (paid by
                                      the Manager).
     * 43 days ending 30 June 1998 (Return on Equity is annualised for this period)
     ** 322 days ending 18 May 2005 (Return on Equity is annualised for this period)
     † ‘Equity’ in the case of the Kidman Park Property Trust (KPPT) means the amount subscribed by investors from
        their own funds (i.e. not including the amount borrowed) and in the case of the Kidman Park Investment Trust
        (KPIT) means the total amount subscribed by investors.
     ^ In the case of KPPT this is the minimum amount provided by each Unitholder from their own funds as part of their
        subscription monies but not including the amount borrowed by the Unitholder from Kidman Park Finance Pty. Ltd.
        to provide the balance of the subscription monies. In the case of KPIT this is the minimum amount subscribed by
        each Unitholder.
     ^^ In the case of KPPT some of the income is retained each month to fund loan repayments by Unitholders. In the
        case of KPIT some income will be reinvested in certain periods to fund loan repayments by KPIT
     The above is a summary of the key features of the Trusts. You should read the entire Prospectus before deciding whether
     to invest. As there is unlikely to be a secondary market for units in the Trusts, this investment is considered to be illiquid,
     accordingly your investment in the Trusts should be viewed as long term. Investors have no right to require their
     investment to be bought by the Manager or any other person, or to have their investment redeemed. The forecast
     distributions must be read in conjunction with the major assumptions made in preparing them, set out on page 10, the
     relevant risk factors set out on page 15 and the notes in relation to the assumptions on pages 8 and 9.

 1
      Heine                           Kidman Park Property Trust PROSPECTUS
   Introduction
   This Prospectus relates to two unit trusts designed      7. Diversification Benefits
   to cater for both non-superannuation investors and       Direct property has had a low correlation with
   superannuation funds. These are the Kidman Park          other asset classes. This provides the potential for
   Property Trust and the Kidman Park Investment            excellent diversification of risk when combined
   Trust collectively known as ‘the Trusts’.                with other asset classes.
   The Trusts offer investors the opportunity to
   participate in a long term property investment not       8. Quality Property
   normally accessible by direct investment. The            The Property is centrally located in Adelaide’s
   Trusts aim to provide investors with high and            inner west near major transport routes, with
   relatively stable monthly income distributions           excellent access to Adelaide’s airport and port.
   along with the opportunity to benefit from some          9. Major Tenant
   capital growth. Potential benefits include:
                                                            The Property is fully leased to Davids Limited,
   1. High Income Return                                    Australia’s largest independent grocery wholesaler.
   Investors have the opportunity to earn a high            10. Taxation Benefits
   income return which the Manager forecasts to be in       The Property will be subject to depreciation
   excess of 11% p.a. (before tax) over the 7 year          benefits and building allowances. This should result
   term.                                                    in a portion of the income distributed to investors
                                                            being tax advantaged. In addition, KPPT investors
   2. Capital Growth                                        will have an effective initial cost base (for capital
   Investment in property generally offers the              gains tax purposes) that is more than twice the
   opportunity to benefit from capital gains. However,      amount subscribed from their own funds.
   the Manager believes there is little scope for capital
   growth in this investment. Accordingly, returns are      11. Professional Property Management
   expected to be predominantly income in nature.           By investing in the Trusts, investors will not need
                                                            to be involved in the day-to-day management of
   3. Long Term Leases                                      direct property. Investors stand to benefit from the
   The rental income from the Property is supported         research and analysis that has been conducted by
   by 15 year leases providing security of investment       the Manager on the Property and the property
   and stability of income. The leases are also subject     expertise offered by the Manager, which has a
   to annual rental increases to CPI and market             strong record in the management of property and
   review at the end of years 8 and 10. In addition,        property trusts.
   the rent is to be supported by a bank guarantee or       12. Debt Reduction
   insurance bond provided by Davids Limited                Borrowing used to acquire the Property will be
   (1 year’s rental) and an insurance bond obtained by      reduced over the term of the investment, thus
   the Trusts (2 years’ rental).                            enhancing the investors’ security of capital
                                                            invested.
   4. Monthly Income
   The Trusts will provide investors with a monthly         13. Single Property Investment
   income distribution. In the case of KPPT some            Investors are investing in single purpose property
   income will be retained to fund loan repayments on       trusts and not an investment vehicle such as a
   behalf of Unitholders (see page 3). In the case of       diversified property trust, which can change its
   KPIT some of this income will be reinvested to           investments without reference to investors.
   fund loan repayments by KPIT (see page 4).
                                                            14. Capital Works
   5. Predictable Income Stream                             Planned capital expenditure expected to take place
   Income from property is generally much easier to         over the first full year of the investment should
   predict than for other asset classes, allowing           provide a means of enhancing the value of the
   investors to forward plan with more confidence.          Property and the income yield to investors.
                                                            15. Superannuation Investment
   6. Low Volatility
                                                            Superannuation funds, can participate in the
   Direct property as an asset class has been shown         investment by investing in KPIT, which invests
   historically to be less volatile than other growth       solely in KPPT.
   investments such as equities and listed property
   trusts.



                                                                                                                    2
Kidman Park Investment Trust PROSPECTUS
     Investment Structure
     KIDMAN PARK PROPERTY TRUST                                distributions of these amounts from the Trust.
     The Kidman Park Property Trust has been                   Each Unitholder will therefore be required to:
     established to acquire two adjoining industrial           •      provide an irrevocable direction (the
     properties located in Kidman Park, Adelaide, South               ‘irrevocable direction’) to the Trustee to pay
     Australia. The term of the KPPT is fixed for 7 years             (only out of amounts otherwise distributable
ein  unless Unitholders agree to extend the term. Units
     purchased in the KPPT will initially be funded with
     approximately 47% of equity provided from
     investors’ own funds and 53% of debt provided
     through limited recourse loans (see below).

     Funding
     The Property, valued at $21 million (as at 1 March
                                                               •
                                                                      to the Unitholder) its respective proportion
                                                                      of these amounts directly to the financier in
                                                                      satisfaction of KPF’s obligation to the
                                                                      financier (and in satisfaction of the
                                                                      Unitholder’s corresponding obligation to
                                                                      KPF);
                                                                      enter into a deed of subordination whereby
                                                                      its rights to receive those amounts only are
     1998) by JLW Advisory Services Pty Limited (JLW)                 subordinated to the rights of the financier
     and valued at $20.1 million (as at 1 February 1998)              and KPF under the irrevocable direction; and
     by Richard Ellis (South Australia) Pty Limited, has       •      enter into a trustee deed of covenant whereby
     been purchased by the Trustee for $20.8 million.                 it agrees not to propose or vote in favour of
     Allowing for acquisition costs and other expenses,               any action which may limit or restrict the
     total funding of $23.7 million is required to                    ability of the Trustee to comply with its
     complete the acquisition. Settlement is expected to              obligations to the financier.
     be on or about 18 May 1998.
     The funding will come from the following sources:         How The Borrowing Will Work
     1. Cash contributed by investors from their own           By applying for units in the KPPT, each investor
         funds and investment by KPIT, totalling $11.1         will be (unless they elect not to use the borrowing
         million; and                                          facility from KPF) granting the Manager a limited
                                                               power of attorney (set out on the reverse side of the
     2. Funds borrowed by investors by way of limited
                                                               application form) to enter into a loan, deed of
         recourse loans totalling $12.850 million.
                                                               subordination, trustee deed of covenant and any
     The Manager will arrange for a financier to provide       ancillary documents and grant the irrevocable
     a $14.5 million borrowing facility to Kidman Park         direction in the name of the investor.
     Finance Pty Ltd (KPF) (a special purpose company
                                                               Borrowing from KPF will be in the name of the
     associated with the Manager). KPF will in turn
                                                               investors and will be in proportion to their interest
     provide loans to investors to supplement their
                                                               in the Property. The amount subscribed by an
     subscribed amount and provide funding for capital
                                                               investor from their own funds will be added to the
     works.
                                                               borrowing of that investor (as arranged by the
     A total of $12.850 million in loan funds will be          Manager) to make up the total Unitholder’s
     initially lent to investors by KPF to enable the          investment in KPPT. Anticipated future
     purchase price and other acquisition costs to be met.     expenditure will be wholly funded by borrowing
     The total initial subscription monies (debt funded        from KPF on behalf of Unitholders in proportion to
     and non-debt funded) will provide sufficient funds to     their investment in KPPT.
     cover the purchase price of the Property, acquisition
                                                               By partly using debt funding to acquire units in the
     costs, borrowing costs and fees.
                                                               KPPT investors are provided with a means of
     A further $1.65 million is available under the facility   ensuring that inflation indexation for capital gains
     to meet anticipated future expenditure (expected in       tax purposes is calculated on the dollar value of the
     the 1998/99 financial year). When this further            Unitholder’s total investment in the KPPT
     expenditure is required, the necessary funds will be      including the debt funded part, rather than just the
     borrowed on behalf of KPPT Unitholders in                 amount the Unitholders contribute from their own
     proportion to their Unitholdings and used to              funds. In other words, Unitholders should have an
     subscribe for further units in KPPT at an issue price     effective cost base for capital gains tax purposes
     based on the net asset value of KPPT at the time.         that is more than twice the amount contributed
     The financier will be entitled to receive from KPF,       from their own funds which may result in a more
     certain interest payments and fees together with          favourable capital gains tax outcome for the
     certain principal repayment amounts during the            Unitholder when the Property is sold. The
     term of the loan. KPF will in turn be entitled to         indexation allowances which can be deducted
     receive these amounts from Unitholders in their           when calculating the capital gains tax liability
     respective proportions to the extent that                 should be much higher when using the full cost
     Unitholders have received or are entitled to receive      base of the Unitholders’ total investment rather
 3
      Heine                       Kidman Park Property Trust PROSPECTUS
       than just the amount contributed from their own           • Initial term of 6 months
       funds. Although the Unitholders are the borrowers,        • Interest at a rate of 11% per annum payable
       the Manager arranges the loans and all                      monthly in arrears
       documentation is executed by the Manager on
                                                                 • If not repaid in full by the repayment date,
       behalf of the Unitholders under the limited power of
                                                                   HML will convert the loan outstanding into
       attorney. In other words, the Manager looks after all
                                                                   equity subscription monies for units in KPPT.
       the documentation related to the borrowing. All the
       Unitholders need to do is sign the application form.      • Units subscribed for by HML (if any) will be
                                                                   issued on the same terms as apply to the other
       Limited Recourse Borrowing                                  investors under this Prospectus.
       The financier’s security will be effectively limited to
                                                                 KIDMAN PARK INVESTMENT TRUST
       the assets of the Trust including the Property. The
       financier will have rights against the Property and       The Kidman Park Investment Trust has been
       the Property’s rental income, however neither KPF         established specifically to allow complying
       nor the financier will have recourse to investors         superannuation funds and other investors who are
       other than to the extent necessary to enforce the         unable to borrow to participate in the investment.
       irrevocable direction, trustee deed of covenant and       The KPIT will invest solely in the KPPT and will
       deed of subordination. In addition, no Unitholder         terminate shortly after the KPPT.
       will be responsible for any obligations of any other      Those investors who are unable to, or choose
       Unitholder.                                               because of their nature not to borrow in their own
                                                                 name will still enjoy some of the benefits of
       Gearing Level                                             borrowing as the Trustee on behalf of the KPIT,
       The initial total loan amount of $12.850 million          will undertake the borrowing as set out on page 3,
       represents a gearing level of 57% of the total assets     as a Unitholder in KPPT when applying for units
       at settlement. The Manager considers this to be an        in KPPT.
       appropriate level of borrowing, which should              It is not necessary for any power of attorney to be
       enhance returns to Unitholders without creating an        given in favour of the Manager to effect the
       unduly high level of risk. Given that it is actually      borrowing in the case of investors in the KPIT.
       the Unitholders who will be borrowing, the KPPT           Because of the nature of the structure the more
       itself will not be geared, except during the period       favourable capital gains tax outcome which applies
       (if any) that the interim debt funding is in place        to Unitholders in the KPPT (i.e. inflation
       (see below). If required, the interim debt funding        indexation being calculated on a higher cost base)
       will be provided through a loan facility provided         does not apply to Unitholders in the KPIT. In the
       by Heine Management Limited (HML). If this                case of complying superannuation funds, this is a
       occurs the initial gearing may exceed 57% but this        product of the legislative restrictions on these funds
       interim debt funding will be replaced with equity         borrowing.
       funding within 6 months from the date of
       settlement.                                               As KPIT will borrow funds in its own right, the
                                                                 funding of debt repayments requires that
       Interim Funding                                           Unitholders reinvest part of their income
                                                                 entitlements by way of subscribing for further units.
       If the offer under this Prospectus is not fully
                                                                 For this reason the application form includes a
       subscribed by the settlement date, HML will
                                                                 direction to the Manager to reinvest part of the
       provide funds to the Trustee under a loan facility
                                                                 income distributions that would otherwise be
       which the Trustee will draw down to meet the
                                                                 payable in cash to Unitholders where this is
       balance of the funding requirement. Up until the
                                                                 necessary to fund debt repayments.
       date of settlement (expected to be 18 May 1998)
       all subscriptions will be lodged in an account            Unitholders in the KPIT are not a party to any
       administered by the Trustee until allotment of units      borrowing arrangements. This is because the
       in the Trust. Allotment will take place at or shortly     Trustee as trustee of KPIT undertakes the
       prior to settlement. All subscriptions received and       borrowing. The Manager looks after all of the
       accepted after the date of settlement will be used        documentation related to the loan.
       progressively to reduce the amount of the interim         Investment in the Trusts is not a liquid investment.
       loan facility. Units will be issued as subscription       Neither the Manager nor the Trustee has a buy-back
       funds are cleared.                                        obligation. The Manager will attempt to source investors
       The terms of this loan will be within the following       who may wish to acquire the units of any seller but no
       parameters:                                               guarantee can be given as to the Manager’s ability to
                                                                 achieve this or whether a discount might be required.
       • Unsecured

                                                                                                                 4
Kidman Park Investment Trust PROSPECTUS
     The Property
     The Property comprises two adjoining industrial        Building              Area (Square Metres)
     properties on separate titles.                         Warehouse                    1,516
                                                            Office                         178
     Key Features
                                                            Total                        1,694
     Purchase price      $20.8 million
ein  Initial yield
     Lease type
     Lease term
     Options
     Lease review

     Income guarantee
                         13.2% (on purchase price)
                         Triple Net
                         15 years
                         10 and 5 years
                         Annually to CPI, market at
                         the end of years 8 and 10.
                         1 year bank guarantee or
                                                            The warehouse provides a minimum height
                                                            clearance of about 7 metres providing storage for 4
                                                            pallets high. The land at the rear of the building is
                                                            bitumen paved and security fenced, and is used for
                                                            car parking.
                                                            410-450 Findon Road is a level, irregular shaped
                                                            allotment of 11.33 hectares. It has a frontage of
                                                            436.43 metres to Findon Road and a depth of
                         insurance bond provided by         approximately 74.04 metres. The southern
                         Davids Limited                     boundary follows an irregular path along the River
                         and 2 year insurance bond          Torrens for approximately 320 metres. An 8,300
                         obtained by the Trusts             square metre portion of the allotment is vacant,
     Site area           119,171 square metres              together with a wide strip of land that forms a
                                                            buffer between the buildings and adjacent
     Building area       50,066 square metres               residential properties along the western boundary.
     Key Attributes                                         This property comprises several free standing
                                                            buildings erected at various stages from the early
     • Centrally located in Adelaide’s inner west near
                                                            1960s to the early 1980s. The total complex has a
        major transport routes.
                                                            lettable area of approximately 48,372 square
     • Excellent access to Adelaide’s airport and port.     metres.
     • Flexible buildings able to be let individually.      Building                    Area (Square Metres)
     • Excellent loading facilities.                        Main warehouse                      36,941
     • Redevelopment/expansion potential.                   Administration                        3,326
     • Tenant is well established nationally with high      Security & Maintenance                1,864
        market capitalisation.                              Cold stores                           5,745
                                                            Canteen                                 172
     • Favourable lease terms (i.e. tenant is responsible
                                                            Miscellaneous                           324
        for all outgoings).
                                                            Total                               48,372
     • Rental growth in line with CPI.
                                                            The main warehouse was constructed in the 1960s.
     • Rental guarantee provided by way of a bank
                                                            It is set upon a reinforced concrete slab. There are
        guarantee/insurance bond.
                                                            22 loading bays with electric roller doors.
     Location                                               Clearances vary between 4.5 metres to 6.5 metres.
                                                            An adjoining high clearance warehouse was
     The Property is situated approximately 8 kilometres    constructed in 1987. It is set on a reinforced
     to the west of the Adelaide GPO and is 5               concrete slab with steel framed walls that are clad
     kilometres from rail and sea transport services. It    partly with concrete, brick and colourbond steel. It
     has good access from Findon Road, and Adelaide         has 5 metre high clearance roller doors and
     Airport is approximately 8 kilometres to the south.    clearances of between 11 and 13 metres
                                                            throughout.
     Site Description & Improvements
                                                            The administration building was constructed in
     404-408 Findon Road is an irregular shaped
                                                            1962 and extended in 1982. It is set upon
     allotment of 5,871 square metres, with frontages of
                                                            reinforced concrete slab with concrete brick and
     60.85 metres to Findon Road and 77.8 metres to
                                                            block walls and metal roof offering air-conditioned
     Valetta Road. This property comprises a free
                                                            office accommodation.
     standing office and warehouse complex built in the
     mid 1960s with a total lettable area of                The security and service building was constructed
     approximately 1,694 square metres.                     in the 1960s. It is set on a reinforced concrete slab
                                                            with concrete block walls and a steel deck roof.
                                                            Clearances are between 4 and 5 metres to the
                                                            warehouse facility workshop, whilst office
                                                            accommodation adjoins.


 5
     Heine                      Kidman Park Property Trust PROSPECTUS
       The cold storage facility includes 4 freezer/cold      The leases are structured as ‘triple net’ with Davids
       rooms of steel frame construction with insulated       responsible for all outgoings on the properties.
       colourbond steel roof and walling. It has loading      Additionally, Davids is responsible for all repairs
       docks, sorting rooms and 140 square metres of          and maintenance upon the properties, including
       office built over 2 levels.                            structural items.
       Sundry improvements include a truck wash facility;     Under the leases, the KPPT will also assume an
       bitumen paving around and between present              obligation to carry out capital works on the
       improvements; wire mesh/barbed wire fencing            Property in the first year of the lease term. These
       internally and to the perimeter of the site and        works must be of a capital nature and they must
       external security lights.                              result in the value of the Property increasing by at
                                                              least 90% of the cost of the works done. Davids
       The Tenant                                             must provide confirmation of the increase in value
       The Property is being purchased from subsidiaries      from a valuer following the works. Following this
       of Davids Limited (‘Davids’), a publicly listed        confirmation, if the 90% of the cost of the works
       company, on lease back to Davids for a term of 15      done is not achieved Davids must pay the
       years with further terms of 10 and 5 years each.       differential to the KPPT.
       Davids was founded in 1927 and along with its          In exercising the option to have capital works
       50% owned associate, Australian Liquor Marketers       completed the following procedure will be adopted:
       (ALM) are leaders in Australia in wholesale            • Davids must provide a works budget for the
       grocery and liquor distribution, food service              coming year for $1.65 million and only the
       distribution and also operate supermarkets. Davids         nominated works will be done in that year;
       employs approximately 12,000 people at 59              • A cap of $1.65 million will apply to the works
       warehouses and approximately 140 company-owned             in that year; and
       supermarkets throughout Australia. It had net sales
       of $4.9 billion in 1996/97 excluding the revenue       • KPPT will not be obliged to carry out any
       from ALM.                                                  additional capital works during the balance of
                                                                  the term of the leases.
       Davids was floated on the Australian Stock
       Exchange in 1994 and has since expanded its            From completion of the works, Davids must pay an
       operations into developing areas in the food           increased rent such that the amount payable
       industry including convenience retailing and food      reflects a yield on the cost of works being the
       service. As at the end of February 1998, Davids’       greater of 10.57% per annum or the then current
       market capitalisation was approximately                yield of the Property.
       $697 million with shareholders funds of over
       $400 million (see page 15 for tenant risks).

       The Leases
       Both properties are to be leased to Davids under a
       sale and lease back arrangement. Each lease is for a
       minimum of 15 years. The leases provide for annual
       rent reviews to the increases in the Consumer Price
       Index (CPI), however rent cannot be reduced as a
       result of a decrease in the CPI. Additionally the
       rent is to be reviewed at the end of year 8 to the
       greater of market or the then CPI reviewed rent
       and at the end of year 10 to the greater of market
       or the rent payable in year 1 of the lease.
       Under the leases, Davids must provide an
       unconditional bank guarantee or insurance bond
       for an amount equal to one year’s rent plus
       outgoings.




                                                                                                            6
Kidman Park Investment Trust PROSPECTUS
     Financial Information
     FUNDING SUMMARY                                             PRO-FORMA BALANCE SHEETS
     The tables below set out the source and application         The tables below set out the pro-forma balance
     of funds.                                                   sheet for each trust on the settlement date.
     1. Funding Requirement                      $000s           The figures for KPIT assume that the whole of the
                                                                 equity subscribed in KPPT is from KPIT. To the
ein  Property Purchase Price

     Acquisition Costs
     Stamp Duty
     Legal Fees
     Valuation
     Due Diligence
     Other
                                               20,839


                                                        971
                                                         13
                                                         14
                                                         43
                                                         15
                                                                 extent that investments are made in KPPT by
                                                                 other (non-KPIT) investors, KPIT’s balance sheet
                                                                 figures will be reduced proportionately.
                                                                 1. KPPT
                                                                 Assets
                                                                 Cash at Bank
                                                                 Investment property*
                                                                                                               $000s

                                                                                                                  200
                                                                                                               21,895
                                                                 Prepayment of Insurance Expense                  294
     Total Acquisition Costs     (1)                  1,056
                                                                 Total Assets                                 22,389
     Total Cost Of Purchase                          21,895
                                                                 Total Liabilities                                Nil
     Establishment Costs                                         Net Assets                                   22,389
     Trust Deed & Prospectus Preparation                 65      Unitholders’ Equity†                         23,301
     Tax/Audit Fees                                      40      Establishment Costs **                         (862)
     Prospectus Printing Costs                           15      Lease Negotiation Fee **                        (50)
     Application Fee                                    742      Net Unitholders’ Equity                      22,389
     Total Establishment Costs (2)                      862      * Including acquisition costs
                                                                 ** Transferred from P & L
     Finance Costs
                                                                 † Total funding requirement less estimated borrowing
     Loan Establishment Costs                           100
                                                                    costs of $434,000.
     Legal Fees                                          40
     Mortgage Stamp Duty                                 44      Net Tangible Assets
                                                                 The net tangible asset backing for each $1.00 unit
     Debt Placement Fee                                 250
                                                                 subscribed for in the KPPT will initially be
     Lease Negotiation Fee                               50      approximately 96.09 cents. The calculation is based
     Total Finance Costs (2)                            484      on the carrying value of the net assets in the
     Initial Cash Reserve                               200      accounts of the KPPT at settlement date. The
                                                                 carrying value includes the purchase price
     Insurance Bond                                     294
                                                                 (including acquisition costs), the cash reserve and a
     Total Funding Requirement                       23,735      prepayment for insurance expenses.
                                                                 2. KPIT                                       $000s
     2. Source of Funding                             $000s      Units in KPPT                                 22,389
     Equity (47%)                                     11,135     Total Assets                                 22,389
     Debt (53%) †                                     12,600     Total Liabilities                           (12,600)
     Total                                           23,735      Net Assets                                    9,789
     † based on a bank bill facility of aggregate face value     Unitholders’ Equity                          11,135
       $12.850 million. Excludes the HML facility.               Revaluation of units in KPPT                   (912)
                                                                 Borrowing Costs                                (434)
     (1) All property acquistion costs are capitalised and
         included in the cost of the Property. The book value    Net Unitholders’ Equity                       9,789
         of the Property will be adjusted to reflect each        Net Tangible Assets
         subsequent valuation.                                   The net tangible asset backing for each $1.00 unit
                                                                 subscribed for in the KPIT will initially be
     (2) Establishment and Finance Costs (less estimated
                                                                 approximately 87.91 cents. This is based on the
         borrowing costs for KPPT) are assumed to be paid        carrying value of the KPIT’s units in KPPT at
         directly from the proceeds of the issue and will be     settlement date. The carrying value includes the
         netted off against Unitholders’ equity in the balance   KPIT’s proportionate share of the purchase price
         sheet (see below).                                      (including acquisition costs), the cash reserve and
                                                                 prepayment of insurance expenses.
 7
      Heine                        Kidman Park Property Trust PROSPECTUS
       Financial Projections
       1. KPPT Investors ($000’s)
       (a) Cash Flow Forecast
       The following table shows the estimated cash distribution to Unitholders along with the estimated return
       on equity (i.e. cash distribution as a percentage of the $11.1 million subscribed from their own funds).

       Year Ending 30 June           Notes 1998* 1999 2000 2001 2002                                 2003 2004 2005**
       Income
       Net Rental Income                 1    324 2,747 2,776 2,848 2,965                           3,058 3,134          2,806
       Rental Income on Capital Works 2          -    94     218   224   233                          240   246            220
       Interest Income                   3       2    17      18    18    18                           19    19             17
       Total Income                           326 2,858 3,012 3,090 3,216                           3,317 3,399          3,043
       Expenses
       Management Fees                   4   (22) (189) (205) (204) (203)                           (203)     (203)  (179)
       Administration Fees               5     (2)  (15)    (15)  (15)  (16)                          (17)      (17)  (15)
       Insurance Expense                 6     (9)  (74)    (74)  (74)  (74)                          (74)      (74)  (65)
       Valuation Fees                    7       -     -       -  (15)     -                             -      (15)     -
       Other Expenses                    8     (2)  (15)    (15)  (15)  (16)                          (17)      (17)  (15)
       Total Expenses                        (35) (293) (309) (323) (309)                           (311)     (326) (274)
       Cash Available for Distribution        291 2,565 2,703 2,767 2,907                           3,006     3,073 2,769
       Less: Loan Interest Expense       9 (107) (1,023) (1,001) (970) (933)                        (883)     (826)  (673)
             Loan Capital Repayments 10      (40) (300) (440) (520) (680)                           (790)     (880)  (780)
       Cash Distribution to Unitholders       144 1,242 1,262 1,277 1,294                           1,333     1,367 1,316
       Return on Equity                    11.0% 11.2% 11.3% 11.5% 11.6%                           12.0%     12.3% 13.4%

       (b) Taxable Income Forecast
       The following table shows the estimated annual taxable income of KPPT distributed and the proportion of
       Unitholders’ return which is tax advantaged.
       Year Ending 30 June            Notes 1998* 1999 2000 2001 2002 2003 2004 2005**
       Cash Available for Distribution           291 2,565 2,703 2,767 2,907 3,006 3,073 2,769
       Less Deductions:
       Building Allowance                 11     (19) (161) (173) (173) (173) (173) (173)                 (152)
       Depreciation on
       Plant & Equipment                  12 (233) (994) (1,010) (809) (648) (518) (416)                  (295)
       Leasing Expenses                   13     (97)      -        -       -        -       -       -         -
       Losses Carried Forward                       -   (58)        -       -        -       -       -         -
       Taxable Income for Distribution          (58) 1,352 1,520 1,785 2,086 2,315 2,484 2,322
       Amortised Borrowing Expenses       14     (10)   (87)     (87)    (87)    (87)     (77)       -         -
       Loan Interest Expense                   (107) (1,023) (1,001) (970) (933) (883) (826)              (673)
       Losses Carried Forward †                     - (117)         -       -        -       -       -         -
       Taxable Income                          (117)    125      432     728 1,066 1,355 1,658 1,649
       Tax Advantaged                     15 100% 91.9% 74.6% 59.5% 46.0% 36.2% 26.2% 21.3%

       * 43 days ending 30 June 1998 (Return on Equity is annualised for this period)
       ** 322 days ending 18 May 2005 (Return on Equity is annualised for this period)
       † Loss brought forward from prior year for illustration purposes only.
          In practice this loss is expected to be able to be claimed by investors against other income in the 1998
          financial year.



                                                                                                                     8
Kidman Park Investment Trust PROSPECTUS
     2. KPIT Investors (e.g. Superannuation Funds)
     The figures in the tables below assume that the whole of the equity subscribed in KPPT is from KPIT.
     To the extent that investments are made in KPPT by other (non-KPIT) investors, the figures (other than
     the ‘Return on Equity’ and the ‘Tax Advantaged’ percentages) will be reduced proportionately.
     (a) Cash Flow Forecast
ein  The following table shows the estimated cash distribution to Unitholders along with the estimated return
     on equity (i.e. cash distribution as a percentage of the $11.1 million subscribed from their own funds).
     Year Ending 30 June
     Distribution from KPPT
     Less: Loan Interest Expense
                                   Notes 1998* 1999 2000 2001 2002



     Cash Available for Distribution
                                           291 2,565 2,703 2,767 2,907
                                       9 (107) (1,023) (1,001) (970) (933)
                                           184 1,542 1,702 1,797 1,974
                                                                                                 2003
                                                                                                 3,006
                                                                                                 (883)
                                                                                                 2,123
                                                                                                          2004 2005**
                                                                                                          3,073 2,769
                                                                                                          (826)  (673)
                                                                                                          2,247 2,096
     Less: Loan Capital Repayments    10   (40) (300) (440) (520) (680)                          (790)    (880)  (780)
     Cash Distribution to Unitholders      144 1,242 1,262 1,277 1,294                           1,333    1,367 1,316
     Return on Equity                    11.0% 11.2% 11.3% 11.5% 11.6%                          12.0%    12.3% 13.4%

     (b) Taxable Income Forecast
     The following table shows the estimated taxable income of KPIT Unitholders and the proportion of
     Unitholders’ return which is tax advantaged.
     Year Ending 30 June          Notes 1998* 1999 2000 2001 2002 2003 2004 2005**
     Taxable Income from KPPT             (58) 1,352 1,520 1,785 2,086 2,315 2,484 2,322
     Less Deductions:
     Amortised Borrowing Expenses   14    (10)    (87)    (87)  (87)  (87)  (77)     -     -
     Loan Interest Expense               (107) (1,023) (1,001) (970) (933) (883) (826) (673)
     Losses Carried Forward                  - (117)         -     -     -     -     -     -
     Taxable Income                     (117)     125     432   728 1,066 1,355 1,658 1,649
     Tax Advantaged                 15 100% 91.9% 74.6% 59.5% 46.0% 36.2% 26.2% 21.3%

     * 43 days ending 30 June 1998 (Return on Equity is annualised for this period)
     ** 322 days ending 18 May 2005 (Return on Equity is annualised for this period)
     These financial forecasts must be read in conjunction with the major assumptions which the Manager has made in
     preparing the forecast distributions set out below and risk factors set out on page 15. While the Manager believes that
     the assumptions made by it in preparing the forecasts are appropriate and reasonable at the time of preparing this
     Prospectus, some factors that affect results cannot be foreseen or accurately predicted and many factors are beyond
     the control of the Manager and the Trustee. Actual results invariably differ from forecast results.
     Consequently, the Manager and the Trustee cannot and do not guarantee that the forecast results will be achieved
     and therefore Unitholders are advised to review the financial forecasts together with assumptions and risk factors and
     determine their own view on the future performance of the Trusts.




 9
     Heine                        Kidman Park Property Trust PROSPECTUS
       Manager’s Forecast Assumptions                            p.a. increase in the loan interest rate, return on
                                                                 equity is reduced by approximately 0.15% p.a.).
       1. Net Rental Income
       Based on rental projections provided by JLW. CPI          10. Loan Capital Repayments
       growth forecast used by JLW is as follows:                Loan capital repayments will be made on behalf of
       Year     1      2     3      4      5      6     7        KPPT Unitholders. The level of repayments has
                                                                 been set at a level that aims to ensure return on
       CPI
                                                                 equity is maintained at least at 11% per annum
       Growth 0.9% 2.4% 4.2% 3.2% 2.6% 1.7% 2.7%
                                                                 (before tax).
       Any differences in actual CPI growth to that assumed      In the case of KPPT, the Manager will set
       will impact on the forecast return to investors.          distributions at a level that will enable these loan
       2. Income on Capital Works                                capital repayments to be funded from KPPT’s
       Capital works of $1.65 million has been assumed to        income.
       occur in the 1998/99 financial year. Income is based on   In the case of KPIT this will necessitate a re-
       a yield on the cost of capital works equal to the yield   investment by Unitholders of part of their income
       on the Property on completion of the capital works        entitlements into further units. The amounts
       (13.1%). The yield during the works phase is 11.45%       reinvested will be used by KPIT for loan
       on the assumption that expenditure will occur in the      repayments. The loan capital repayments shown for
       middle of the year. If the capital works do not occur,    KPIT therefore also represent the total income
       return on equity is estimated to be as follows:           required to be reinvested in units.
       Year      1      2       3      4      5       6     7    11. Building Allowance
       Return 11.1% 11.3% 11.5% 11.6% 11.7% 11.8% 11.9%          Building Allowance has been calculated in
                                                                 accordance with Division 43 of the Income Tax
       3. Interest Income                                        Assessment Act 1997.
       Interest on surplus funds has been calculated at          12. Depreciation
       5.0% per annum.                                           Depreciation of Plant and Equipment has been
       4. Management Fees                                        independently assessed by a quantity surveyor. The
                                                                 diminishing value has been used to determine the
       Management fees of 0.85% per annum of the total
                                                                 annual deductions.
       assets of the KPPT will be payable monthly in
       arrears. The Trustee’s fees of 0.1% per annum of          13. Leasing Expenses
       total assets will be paid by the Manager.                 Includes expenses associated with the leases such as
       Management fees in KPIT will be nil.                      legal costs and lease preparation costs.
       5. Administration Fees
                                                                 14. Amortised Borrowing Expenses
       Includes the Manager’s estimate of costs associated       Includes estimated borrowing costs of $434,000 claimed
       with registry and accounting.                             over five years. Unitholders in KPPT are likely to be
       6. Insurance Expense                                      able to claim borrowing costs of approximately 1.86
       The cost of the initial 4 year insurance bond will be     cents per unit over a five year period for taxation
       expensed over that period. The annual cost of the         purposes.
       insurance bond is assumed to be $74,000 per year in       15. Tax Advantaged
       the last 3 years of the investment.
                                                                 • KPPT Investors: represents in effect the
       7. Valuation Fees                                            proportion of annual net income available to
       Under the Trust Deed of KPPT a full valuation of             Unitholders or applied to reduce debt, which is
       the Property is required every 3 years.                      not taxable in the year of receipt. It is calculated
                                                                    as (C – I – T) divided by (C – I) where:
       8. Other Expenses
                                                                    C= Cash Available for Distribution from KPPT;
       Includes expenses such as audit fees and bank charges.
                                                                    I = Interest Payable on behalf of Unitholders
       9. Loan Interest Expense                                          out of Income Entitlements; and
       This is the interest expense on both the initial loan        T= Taxable Income of KPPT.
       and the additional borrowing anticipated in year 1        • KPIT Investors: represents in effect the
       for capital works. An interest rate of 7.2% per              proportion of annual net income of KPIT which
       annum has been assumed over the 7 year term of               is not directly taxable. It is calculated as (C – T)
       the investment. Any increase in this interest rate           divided by C where:
       during the term of the investment will reduce the            C= Cash Available for Distribution from KPIT;
       forecast return to Unitholders. (i.e. for every 0.1%         T= Taxable Income of KPIT.
                                                                                                             10
Kidman Park Investment Trust PROSPECTUS
      The Manager
      Heine Securities Limited, a wholly owned               operations of the Trusts including ongoing
      subsidiary of Heine Management Limited, is the         management of investments; preparing notices and
      Manager of the Trusts.                                 reports to be issued to the Unitholders; maintaining
                                                             accounts for the Trusts under the delegation of the
      Half a Century of History                              Trustee; liaising with the Trustee and ensuring the
ein   The Heine Group of companies (‘Heine’) had its
      beginnings in Europe in 1865. Heine commenced
      operations in Australia in 1945 and has developed
      substantially since that time.
      Today, Heine is managed by a team with
      considerable skills in asset management,
      particularly in the property, mortgage and fixed
      interest areas.
                                                             Trustee is kept informed.
                                                             Certain changes to the Corporations Law are at
                                                             present being considered and, if these changes are
                                                             made, the responsibilities of the Manager may be
                                                             expanded to include custody of the Trusts’ assets
                                                             (See page 30).

                                                             Investment Philosophy
                                                             Heine’s investment philosophy for the Trusts is:
      The Benefit of Experience                              ‘The management of risk with the aim of achieving
      Heine currently manages assets exceeding               capital stability and the level of returns expected by the
      $1.8 billion of which $600 million is invested in      investor.’
      mortgages, $900 million in property and                Heine’s investment philosophy is fundamental to
      $300 million in fixed interest and cash on behalf of   the entire investment management process in
      more than 60,000 investors throughout Australia.       regard to risk management and asset management.
      Heine’s property expertise is reflected in its
      management of three property trusts listed on the      Investment Committee
      Australian Stock Exchange.                             The Heine Group has an Investment Committee
                                                             consisting of a team of investment professionals
      Prime Industrial Property Trust                        who have extensive knowledge and experience in
      • Sector specific industrial trust                     the areas in which they manage Trusts. Extensive
      • It is the largest industrial fund listed on the      research is undertaken both by in-house financial
         Australian Stock Exchange                           analysts and external consultants with the object of
      • $460 million of assets at 31 December 1997           achieving sound and secure investment
                                                             performance over time.
      • In the top 5 performing property funds for the
         3 years ended 31 December 1997.

      Prime Credit Property Trust
      • Sector specific office trust
      • $379 million of assets at 31 December 1997
      • In the top 5 performing property funds for the
         3 years ended 31 December 1997.

      Prime Retail Property Group
      • Sector specific retail trust
      • listed August 1997
      • $150 million of assets at 31 December 1997
      This experience in asset management is of
      considerable value to Unitholders.

      Responsibilities of the Manager
      The primary duties and obligations of the Manager
      include exercising its powers and performing its
      functions under the Trust Deeds diligently and in
      the best interests of the Unitholders and ensuring
      that the Trusts are conducted in a proper and
      efficient manner. Under the requirements of the
      Corporations Law and the Trust Deeds, the
      Manager is responsible for the day to day


 11
       Heine                     Kidman Park Property Trust PROSPECTUS
   Directors of Heine Securities Limited
   The Hon. Neil Batt A.O. is the independent                 Jonathan Clifton Mott is an independent director
   Chairman of Heine Management Limited and                   of Heine Management Limited and Heine Securities
   Heine Securities Limited. He is a former Tasmanian         Limited. He is a partner in the legal firm Deacons
   Deputy Premier, Treasurer and Ombudsman and                Graham & James and is a former president of the
   former Resident Director of TNT Ansett Group in            Law Institute of Victoria. He has considerable
   Western Australia. He is currently Executive               experience in law specialising in commercial law,
   Director of the Health Benefits Council of Victoria        property, environment, media and information
   and a Trustee of the Committee for the Economic            technology and communications. Jonathan holds a
   Development of Australia. He is a member of the            Bachelor of Laws from Melbourne University, a
   Group’s Audit, Supervisory, Remuneration and               Diploma in Town and Regional Planning and is a
   Nomination Committees. He has a Bachelor of Arts           registered Mediator for Australian Commercial
   (Honours) degree from the University of Tasmania.          Dispute Centre. He is chairman of the Group’s
                                                              Audit Committee and a member of the Group’s
   Michael Max Heine is the Managing Director of              Remuneration Committee.
   Heine Management Limited and Heine Securities
   Limited. He has 26 years experience in both                John Andreas Nissen is an independent director of
   Australian and European financial markets, working         Heine Management Limited and Heine Securities
   in Heine’s London office for many years. This              Limited. He has 26 years experience in the
   experience consists of responsibilities in commodity       investment and stockbroking industry having spent
   trading, international financing, mortgage lending         many years as a director of a major stockbroking
   and property development. His involvement in               firm. He is a member of the Group’s Audit and
   public unit trusts commenced in 1982 when Heine            Remuneration Committees.
   Investment Management Limited was established as
   a trust manager. Heine Management Limited has
   developed a range of mortgage and property trusts in
   which he has an active involvement. Michael is a
   member of the Group’s Nomination Committee.

   Phillip Hartley Green is a non-executive Director
   of Heine Management Limited and Heine Securities
   Limited. Phillip joined Babcock and Brown Pty
   Limited as a director in 1984. He has been the
   director primarily responsible for the Babcock and
   Brown Group’s property activities involving
   transactions totalling in excess of $2 billion. Prior to
   joining Babcock and Brown, Phillip worked as a
   senior manager in the Tax Division of Arthur
   Andersen. Phillip holds Bachelor of Commerce and
   Law degrees from the University of New South
   Wales. He is a member of the Institute of Chartered
   Accountants in Australia and the Taxation Institute
   of Australia.

   Leslie Max Heine is a non-executive Director of
   Heine Management Limited and Heine Securities
   Limited. He has 30 years financial experience in
   Australia, Europe and Asia, both trade and
   investment related, and has worked in each of
   Heine’s Tokyo and London offices for many years.
   His involvement with public unit trusts and the
   Trusts management industry commenced in 1982
   when he was appointed a non-executive director of
   Heine Investment Management Limited. He is a
   member of the Group’s Audit and Remuneration
   Committees.



                                                                                                                   12
Kidman Park Investment Trust PROSPECTUS
      Corporate Governance Statement
      This statement outlines the main corporate                Audit Committee
      governance practices that are currently in place for      The Audit Committee has been established
      the Heine Group of Companies. These practices             primarily to give reasonable assurance to Directors
      will assist where applicable in the management of         that internal controls exist to maintain proper
      the Trusts.                                               accounting records and that financial information
ein   Heine Management Limited and its subsidiaries,
      including Heine Securities Limited, have made a
      strong commitment in principle and practice to be
      at the forefront of companies adhering to the
      highest standards of corporate governance.
      This commitment is not only driven by the
      personal attitude of the Directors, management and
      staff but by the recognition of the need for
                                                                used within the business and for publication is
                                                                reliable.
                                                                Members of the Audit Committee are currently
                                                                Mr. Jonathan Mott - Chairman, Neil Batt,
                                                                John Nissen, Leslie Max Heine and Gert Silver-
                                                                Consultant. The Committee is assisted by the
                                                                regular attendance at meetings of the external
                                                                auditor Hughes Fincher, the Company Secretary
      particular sensitivity to ethical matters required of a   and Executive Director - Finance, Mr Bruce
      company managing unit trusts. Heine Management            Freeman and the Group Compliance Manager,
      Limited and Heine Securities Limited have adopted         Mr John Clifford. The Audit Committee meets
      the principles of corporate governance set by the         12 times per year or as otherwise determined.
      representative body of the Investment and                 An annual program for the Audit Committee is
      Financial Services Association (IFSA), of which           established at the beginning of each calendar year.
      Heine Management Limited is a member.                     The written charter of the Audit Committee
      Board of Directors                                        includes:
      The Board of Directors of the Manager meet on a           • to discuss with the external auditor before the
      monthly basis to discuss pertinent issues affecting           audit commences the nature and scope of the
      the Trusts.                                                   audit;
      The Board consists of six members, including the          • to review the annual and half yearly financial
      Independent Chairman Mr Neil Batt, AO, two                    statements before submission to the Board;
      other independent non-executive directors, two            • to discuss problems and reservations arising out
      non-executive directors, and the Managing                     of the audit and any matter the auditor may
      Director Mr Michael M Heine. The Board of Heine               wish to discuss;
      Management Limited and the Board of the                   • to review the external auditors’ management
      Manager each have a policy that the Chairman of               letter and management’s response;
      the Board should at all times be an Independent
                                                                • to review the adequacy of the Heine Group’s
      Director. Directors of Heine Management Limited
                                                                    internal control procedures;
      are generally encouraged to own shares in Heine
      Management Limited. When appointing Directors             • to liaise with the Heine Group’s external
      of each company, consideration is given to the                auditors in relation to carrying out internal
      skills, experience, likely contribution and specific          audit assignments agreed to by the Committee;
      product knowledge. The Board of each company              • to consider other topics referred to the
      has a policy regarding the period of service and age          Committee by the Board of the Manager.
      requirement of Directors including that they will
      generally retire at age 65.                               Supervisory Committee
                                                                The Supervisory Committee has been established
      Board Committees                                          to ensure compliance with legal, statutory, and
      The Nomination, Remuneration, Information                 ethical matters and in particular, to examine all
      Technology, Audit and Supervisory Committees              matters which may be disadvantageous to the
      have all been documented in a Charter approved            interest of Unitholders as a whole and to ensure
      by the Board of Directors of Heine Management             that Unitholders’ interests are at all times put
      Limited and the Manager. Minutes of all                   ahead of those of the Manager.
      Committee meetings are circulated to the members          The Committee, through the compliance division,
      of each Board.                                            demonstrates to Directors that the Manager has
      All Committees and their members and all Board            policies and procedures in place to deal with the
      Members are authorised to seek any resources or           management of the Trusts, within the terms of the
      information they require from any employee of             operating licences granted by regulatory authorities
      Heine Management Limited and the Manager and              and demonstrates compliance with these policies
      all employees are required to co-operate with any         and procedures.
      requests.

 13
       Heine                       Kidman Park Property Trust PROSPECTUS
   The Committee’s objectives are to ensure              Ethical Standards
   Unitholders are treated fairly and equitably; to      The Manager has adopted policies on ethical
   ensure that management of the Trusts is to the        matters, which have been incorporated into its
   highest possible ethical standards; to provide a      personnel policy and procedures manual, with the
   mechanism to ensure the procedures to enhance         object of ensuring that all staff conduct themselves
   ethical behaviour are in place and adhered to; to     with the highest ethical standards. The manual is
   provide a mechanism to deal with actual and           distributed to all staff who are required to sign that
   perceived conflicts of interests; to provide a        they have read and support its contents. The
   mechanism to deal with investor complaints; to        manual includes policies on professional conduct,
   ensure the Manager conducts its management of         dealing with customers and consumers, dealing
   the Trusts in compliance with the Trust Deeds,        with suppliers, dealing with advisers and regulators,
   applicable legislation and internal procedures.       and dealing with other employees. An overriding
   The members of the Supervisory Committee are          Code of Conduct is incorporated in the manual.
   currently Mr Neil Batt – Chairman, Mr John
   Taylor – Consultant, Mr Gert Silver – Consultant,
   Mr John Clifford – Group Compliance Manager.
   Mr Bruce Freeman the Executive Director –
   Finance and Company Secretary also attends
   meetings of the Committee as an observer. The
   Committee meets monthly or more regularly as
   required. The Committee receives a monthly report
   from the Compliance Manager and reports to the
   Board each month on compliance activities.
   Particular trust activities are reviewed by the
   Committee such as prospectuses; Unitholder
   meeting documentation; amendments of the trust
   deed; reports to Unitholders and related party
   transactions.

   Independent Professional Advice
   Under the terms of the Trust Deeds the Manager
   has the right to seek independent professional
   advice at the Trusts’ expense. Each non-executive
   Director and Committee Chairman has the right to
   seek independent professional advice at the
   Manager’s expense. Prior approval of the Chairman
   is required, which may not be unreasonably
   withheld.

   Directors Dealing in Trust Units or Shares of
   Heine Management Limited
   The Manager has a policy whereby Directors are
   prohibited from dealing in Trust Units or shares of
   Heine Management Limited whilst in possession of
   price sensitive information regarding the Trusts or
   Heine Management Limited (as the case may be)
   and may only buy or sell after the approval of the
   Chairman Mr Neil Batt.




                                                                                                                  14
Kidman Park Investment Trust PROSPECTUS
      Risk Factors to Consider
      The future performance of the Trusts may be               Exposure to Single Tenant
      influenced by a number of factors. Potential              The acquisition and lease back of the Property to
      investors should be aware that investment in the          Davids will result in the Trusts being exposed to a
      Trusts has a number of risks, which are, to a large       single tenant. The security of the rental income
      extent, risks inherent in any property investment.        therefore depends on the financial strength of
ein   Some of the risk factors identified by the Manager at
      the date of this Prospectus are as follows:

      Decline in Property Value
      The Property may decline in value. If at the time of
      termination of the Trusts (likely to be March 2005)
      the proceeds from disposal of the Property (after
      disposal costs and fees) is less than the total amount
                                                                Davids.
                                                                In the year to 30 June 1997 Davids faced a number
                                                                of challenges which adversely affected its liquidity
                                                                and profitability. The Board of Davids has now taken
                                                                a number of steps to deal with its liquidity
                                                                constraints and the reduction in profitability.
                                                                From a business viewpoint, it has been necessary for
                                                                Davids to undertake a number of financial and
      subscribed by investors (including all debt funded
      amounts), the amount repaid to investors will be less     organisational initiatives including:
      than their original investment. The gearing of            • a change in senior management and board
      investments will increase the effect of any such               composition and,
      decline.                                                  • a focus to reduce costs, improve profitability and
                                                                     restructure the balance sheet through the $175
      Increases in Interest Rates                                    million converting preference share issue in
      Any increases in the interest rate on borrowings by            November 1997 and the planned sale of
      investors (in the case of KPPT) and by KPIT will               properties.
      reduce the income payable to investors. The               Two business risks facing Davids include competitive
      Manager intends to substantially hedge the interest       pressures which will likely continue to reduce
      rate exposure to protect investors from adverse           market share and remove critical mass, and margins
      interest rate movements.                                  which will continue to remain under pressure as the
                                                                company discounts to defend market share.
      Changes in Government Policies and Laws
                                                                In order to mitigate the risk associated with the
      Government policies can affect the Trusts in a            exposure to Davids, the Manager has negotiated for
      number of ways that could be detrimental (or              Davids to provide a bank guarantee/insurance bond
      beneficial) to the returns to investors. For example,     representing one year of net rental income plus
      changes in taxation laws or changes in tenancy            estimated outgoings over the Property. Additionally
      legislation may reduce returns.                           it is the Manager’s intention to secure an insurance
                                                                bond to cover an additional amount equal to two
      Capital Expenditure
                                                                year’s rental plus estimated outgoings.
      The need for unforseen capital expenditure may
                                                                In the event that there is default in the
      reduce returns to investors
                                                                arrangements with Davids Limited, the Manager
      Due Diligence and Use of Experts                          believes that, based on current market conditions,
                                                                the Property is likely to be able to be re-leased to
      In acquiring the Property, the Manager has                new tenants at market levels within the period of
      engaged appropriate experts to investigate the            the rental guarantees.
      environmental, structural and legal aspects of the
      Property. The Manager believes these investigations       Conclusion
      are adequate and complete. However despite such
                                                                Investment in the Trusts, as with any property
      investigations the Manager cannot guarantee that
                                                                investment, has investment risks associated with it.
      monetary risks are eliminated in these areas of
                                                                The forecasts in this Prospectus are based on
      investigation.
                                                                assumptions which, whilst the Manager believes are
      Liquidity                                                 reasonable, may not be borne out in the future.
                                                                No guarantee is or can be given by the Manager or
      Units in the Trusts will not be listed on a stock         the Trustee that there will be a capital gain arising
      exchange and the Manager has no obligation to buy         out of an investment in the Trusts or that the
      back the units. Consequently investors may not be         Property will not decrease in value.
      able to realise the value of their investment until the
      termination of the Trusts.




 15
       Heine                      Kidman Park Property Trust PROSPECTUS
   Keeping You Informed
   It is the Manager’s view that Unitholders of the        Contact Details of the Trusts
   Trusts should be fully informed on the status of        Investor Services
   their investment. Heine is committed to providing
                                                           Heine Securities Limited
   you with information relating to your investment
   including:                                              9th Floor, 11 Queens Road,
                                                           Melbourne Vic 3004
   1. Freecall Number Dedicated to Client Service          Freecall: 1800 035 337
   It does not matter where you live, we are only a        e-mail: investor.services@heine.com.au
   phone call away and our Freecall line is dedicated
   to client service enquiries.

   2. Confirmation of Investments
   Shortly after acceptance of your investment we will
   send you a statement confirming the amount of
   your investment, the date units are issued and
   details of your unitholding. No certificates will be
   issued.

   3. Distribution Statements
   In addition, you will receive a monthly distribution
   advice setting out your income distribution
   entitlements.

   4. Annual Report
   You will also receive an Annual Report within
   90 days of the end of each financial year. The
   report will provide details of the current
   investment portfolio, the investment performance
   and detailed accounts.

   5. Investor Services
   You can check your account balance and find out
   the latest information for each of your Heine
   investments by calling our Investor Services team
   who will be pleased to attend to your enquiries.
   Please feel free to utilise this service whenever you
   need any information about your investment. Our
   Investor Services department is available to help
   with your enquiries from 8.30am to 6.00pm each
   business day.




                                                                                                    16
Kidman Park Investment Trust PROSPECTUS
      How The Trusts Work
      How to Invest                                            KPIT Investors
      Investing in the Trusts is simple. All you need to do    For each $1.00 of equity subscribed, the Trustee will
      is complete the appropriate application form found       subscribe for units in the KPPT on the same terms as
      at the back of this Prospectus and return it to us at    other KPPT investors. This means that the Trustee
      any of our addresses (listed on the inside back          as trustee of KPIT rather than the investors in the
ein   cover of this Prospectus) together with your cheque
      for the amount you wish to invest. Instructions on
      how to complete the application form and how to
      complete your cheque are set out on page 35.
      The minimum amount that you may subscribe is
      $10,000 in KPIT or $10,000 plus borrowings in KPPT.
      Once we have received and processed your
      application and cheque, we will send you a
                                                               KPIT will borrow money under the limited recourse
                                                               loan arranged by the Manager. As a result the cost
                                                               base of units for capital gains tax purposes will be
                                                               $1.00. Investors in KPIT will have no liability for
                                                               any borrowing undertaken by the Trustee.

                                                               How Your Income is Determined
                                                               After the end of each month the Manager will
      statement as evidence of your investment.                determine the total amount of income to be
                                                               distributed to all of the Unitholders of each of the
      The Manager has the right to accept or reject any        Trusts for that month.
      application in full or in part. The Manager will not
      accept subscriptions (not including borrowings) in       Once the Manager has determined the total
      excess of $11.14 million. There is no minimum            amount of income to be distributed for a month,
      total subscription.                                      each Unitholder’s individual entitlement to income
                                                               in that month is based on the number of units held.
      Subscriptions will be held by the Trustee in an
      account until just prior to the settlement of the        The total amount of income distributed in each
      Property. If for some reason the purchase does not       financial year will be not less than the taxable
      proceed, the Trustee will refund subscriptions in full   income of the Trust concerned and is unlikely to be
      and the borrowing will not be drawn down. The            more than the income determined in accordance
      issue is intended to be closed as soon as it is fully    with accounting principles.
      subscribed. Any over subscriptions will be refunded      After the end of each financial year the Manager
      in full by the Trustee.                                  will determine the types of income which comprise
                                                               the income distributions made to you during the
      Issue Price                                              year and will notify Unitholders of these.
      The issue price for units in the Trusts is $1.00 per     Implications of Debt on Amounts Paid to
      unit payable in full by the investor on application.     Unitholders
      KPPT Investors                                           The terms of the loans assumed by Unitholders in
      For each $1.00 contributed by a KPPT investor            KPPT (including KPIT itself) will necessitate
      from their own funds, approximately $1.13 will be        interest payments and also debt repayments.
      provided from funds borrowed on behalf of the            Unitholders in KPPT will have the payments of
      investor. The total investment of $2.13 will cover       interest and capital made out of their income
      borrowing costs (in respect of Unitholder loans) of      entitlements pursuant to the irrevocable direction.
      approximately 1.86 cents per unit. These borrowing       In the case of KPIT, interest will be paid as an
      costs are likely to be tax deductible over a five year   expense of the Trust. Repayments of debt will be
      period for the Unitholder. Each Unitholder will          made out of the cash flow of KPIT. The funding of
      assume and become liable for the interest and            these debt repayments will be made via the
      capital repayments on the loan. In other words if        reinvestment of income distributions by
      an investor provides $10,000 from their own funds,       Unitholders in KPIT as further units.
      approximately $11,316 will be borrowed on behalf
      of the investor in the form of a limited recourse        When Your Income is Paid
      loan, so that the total amount subscribed (after         Income distributions will be paid monthly.
      deducting borrowing costs of approximately $390)         Unitholders will normally receive their income for
      will be $20,926 and 20,926 units will be issued to       a month on or shortly after the second week
      the investor.                                            following the end of that month.




 17
       Heine                      Kidman Park Property Trust PROSPECTUS
   Valuation of Trust Assets                                 Expenses
   Each of the Trusts’ investments must be valued in         In the case of each of the Trusts, all outgoings
   the way determined by the Trust Deeds. The                which are necessary or desireable for the
   Property will be valued every 3 years by an               investment, administration or operation of the
   independent valuer.                                       Trusts and all out-of-pocket costs, charges, expenses
                                                             and outgoings reasonably and properly incurred by
   Fees and Expenses Paid                                    or on behalf of the Trustee or the Manager in the
   Upfront Fees                                              performance of their respective functions under the
   The costs associated with establishing the Trusts         Trust Deed are payable or re-imbursable out of the
   and preparing and issuing this Prospectus are as          Trusts.
   follows:                                                  These expenses include costs and other outgoings
   • A fee of $300,000 is payable to Heine Securities        associated with the purchase, holding and sale of
       Limited for its role in arranging the borrowing       investments, custody fees, the cost of Unitholders’
       facility and preparing the leases.                    meetings, costs and other expenses in relation to
                                                             the preparation of the Trust Deeds and any
   • An application fee of $741,935 is payable to            amendments to the Trust Deeds, costs connected
       Heine Securities Limited for its part in sourcing,    with offering units for subscription (including
       due diligence, marketing and packaging the            prospectus costs), fees to regulatory authorities, the
       investment.                                           costs of establishing and maintaining the register,
   Project Management Fees                                   taxes in connection with the Trusts, interest on
   The Manager will charge a fee of 5% on the cost of        borrowing, stamp duty on cheques, the fees of the
   capital works for its part in managing the project.       auditor and other experts, the cost of printing and
   Ongoing Fees                                              posting accounts and other material sent to
                                                             Unitholders, and the cost of keeping accounting
   Management Fee: The Trust Deeds entitle the               records.
   Manager to charge a fee of up to 1.25% per annum
   of gross asset value (paid monthly). It is the            Day to day physical property management and rent
   Manager’s intention to set this fee at 0.85% per          collection duties are proposed to be carried out by
   annum, from which the Trustee fee will be paid            Heine Property Management Pty Ltd, which is a
   (see below).                                              related company of the Manager. Fees payable to
                                                             this entity will be payable by Davids under the
   Trustee Fee: The Trust Deeds allow the Trustee to         leases.
   charge up to 0.1% per annum of gross asset value or
   $5,000 per annum whichever is the greater. This           Brokerage Paid to Selling Agents
   fee will be paid by the Manager not the Trusts.
                                                             The Manager may pay brokerage from its own
   Disposal Fee                                              moneys to persons permitted to be paid brokerage
   In addition the Manager (or an associate of the           under the Corporations Law. This can be up to 5%
   Manager) is entitled to receive a disposal fee on         of the amount subscribed by investors from their
   sale of the Property at the end of the 7 year term.       own funds as shown on the application form
   This is a performance-based fee calculated as             (payable following receipt of the subscription)
   follows:                                                  and up to 0.25% per annum of this amount.
   If the sale price (after deduction of sale costs)         The brokerage the Manager pays to authorised
   exceeds the purchase price (including acquisition         recipients is negotiable and in some circumstances
   costs) by less than 2% of the purchase price              may be rebatable to the investor. For example,
   (including acquisition costs), the Manager is             some people who recommend investments in a
   entitled to a fee equal to the excess. If the excess is   trust may accept part only of the normal brokerage
   greater than 2%, the Manager is entitled to a fee of      payable, the balance being rebatable to investors.
   2% of the net sale proceeds. This fee is to               There may be other persons who recommend
   compensate the Manager for additional workloads           investment in a trust but do not receive brokerage
   during the sale phase and acts as an incentive to         (although they may charge you a fee for their
   enhance the performance of the Property. If the net       services).
   sale proceeds is less than or equal to the purchase
   price (including acquisition costs), the Manager’s
   disposal fee will be nil.




                                                                                                                      18
Kidman Park Investment Trust PROSPECTUS
ein

 19
      Heine   Kidman Park Property Trust PROSPECTUS
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Kidman Park Investment Trust PROSPECTUS
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      Heine   Kidman Park Property Trust PROSPECTUS
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Kidman Park Investment Trust PROSPECTUS
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      Heine   Kidman Park Property Trust PROSPECTUS
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Kidman Park Investment Trust PROSPECTUS
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      Heine   Kidman Park Property Trust PROSPECTUS
                                          26
Kidman Park Investment Trust PROSPECTUS
      Further Information
      Material Contracts                                                  requires the vendor to assist the Trustee
      (a) Contracts Of Sale                                               in that regard. If the bond is not
          The Trustee, in its capacity as Trustee for                     obtained by 13 May 1998, the Trustee
          Kidman Park Property Trust, has entered into                    may rescind the Contracts by notice in
          contracts for the sale of land dated 12th March                 writing given by 4.00pm on 15 May
ein       1998 (‘the Contracts’) to purchase two
          properties from subsidiaries of Davids Limited.
          The key commercial terms of the Contracts are
          as follows:
          404-408 Findon Road, Kidman Park, SA
          Vendor:
          Price:
                                Davids (SA) Limited
                                $652,180.00
                                                                          1998, whereupon the deposit is refunded
                                                                          to the Trustee;
                                                                     (e) are conditional on simultaneous
                                                                          completion of both contracts;
                                                                     (f) provide that if any of the contracts
                                                                          simultaneously entered into by Davids
                                                                          Limited (or its subsidiaries) with PIP
                                                                          Custodian Pty Ltd (a subsidiary of
          Initial Deposit:      $6,521.80                                 Sandhurst Trustees Ltd, the Trustee of
          Total Deposit:        $13,043.60                                KPPT and KPIT) in respect of properties
          Residue:              $639,136.40                               in Victoria, New South Wales and
          410-450 Findon Road, Kidman Park, SA                            Queensland are rescinded, the vendor
                                                                          may elect to rescind these contracts and
          Vendor:               SC Eyles & Co Ltd
                                                                          the deposit is refunded;
          Price:                $20,186,521.00
                                                                     (g) are otherwise in a consistent format and
          Initial Deposit:      $201,865.21                               contain provisions usual for contracts of
          Total Deposit:        $403,730.42                               this nature.
          Residue:              $19,782,790.58                    3. The Trustee’s obligations under the Contracts
          The Contracts are otherwise in an identical                are guaranteed by the Manager.
          format, the key provisions of which may be           (b) Lease-back to Davids Limited
          summarised as follows:
                                                                  The Trustee, in its capacity as trustee for the
          1. The Contracts are cash contracts with an             Kidman Park Property Trust, will enter into
             initial deposit payable on exchange, the             leases with Davids Limited with effect from the
             balance of deposit payable on 20th March             completion date of the Contracts. The key
             1998 (which has been paid), and the residue          commercial terms of the leases are as follows:
             payable on 18th May 1998 (or such earlier
                                                                  404-408 Findon Road, Kidman Park, SA
             date as the purchaser may notify to the
             vendor on 2 business days notice).                   Term:                        15 years
          2. The Contracts:                                       Further Terms:               10 + 5 years
              (a) require the Trustee to accept any               Commencing Rent (pa): $72,190
                  discrepancies in title alignment, all           Market Rent Reviews:         End of Year 8
                  planning controls affecting the properties                                   (i.e. 17th May 2006)
                  and to accept the current physical                                           and End of Year 10
                  condition of the properties. The                                             (i.e. 17th May 2008)
                  Manager has obtained reports from               410-450 Findon Road, Kidman Park, SA
                  consultants as to each of these matters;        Term:                        15 years
              (b) provide that if completion does not             Further Terms:               10 + 5 years
                  occur by the required completion date,
                                                                  Commencing Rent (pa): $2,671,503
                  interest is payable at 3% above the
                  Commonwealth Bank Overdraft                     Market Rent Reviews:         End of Year 8
                  Reference Rate;                                                              (i.e. 17th May 2006)
                                                                                               and End of Year 10
              (c) contain various warranties by the vendor                                     (i.e. 17th May 2008)
                  as to the status of Davids Limited and
                  the properties;                                 Rent Review/Adjustment
              (d) provide that completion of the Contracts        • The rent is adjusted annually (except on
                  is conditional on the Trustee obtaining a         market review dates) for increases in CPI.
                  bond from an insurance company as               • On the market review date at the end of year
                  further security against default by Davids        8 the reviewed rent must be the greater of the
                  Limited under the lease-back, and                 market rent (as agreed or determined by
 27
      Heine                       Kidman Park Property Trust PROSPECTUS
       valuation) and the previous rent, as adjusted        maximum sum of $1,650,000 (for both
       for the CPI increase in the previous year.           premises) in the first year of the term of the
    • On the market review date at the end of year          lease. From completion of the works, the rent is
    10 the reviewed rent must be the greater of the         increased by multiplying the cost of the works
    market rent (as agreed or determined by                 by 10.57% or the current yield on both
    valuation) and the rent payable in year 1 of the        premises, whichever is the greater.
    lease.                                              (c) Loan Agreement between the Financier
    • In respect of the 410-450 Findon Road                 and KPF
    premises, a market rent must be calculated on           The financier will provide the loan to the KPF
    each market review date for the surplus land            (which will in turn on-lend these amounts to
    component of the premises, calculated as 5% of          the Unitholders on generally the same terms
    the market value of the surplus land.                   and conditions) in two separate tranches.
    Outgoings                                               The first tranche is up to $12.850 million to
                                                            assist with the acquisition of the Property. The
    The tenant is obliged to pay, or reimburse:
                                                            second tranche is up to $1.65 million to fund
    • rates and other charges payable to authorities        the capital works required under any works
      or service providers;                                 notice subsequently given by the Lessee (see
    • land tax;                                             above). It will be a condition precedent to any
    • insurance premiums;                                   drawing of the second tranche that a valuer
                                                            confirms to the financier that the market value
    • management fees (not exceeding 1% of the
                                                            of the Property will, immediately after
      rent);
                                                            completion of those capital works, increase by
    • charges for use of utilities.                         at least 90% of the amount drawn under the
    Guarantees/Securities                                   second tranche.
    • The tenant must deliver to the Trustee a              The financier will be entitled to receive the
      bank guarantee/insurance bond for an                  following approximate principal payments
      amount equal to the rent and outgoings                which reduce the first tranche during the term
      payable in year 1. This guarantee/bond                of the loan:
      remains in place for 5 years, and is thereafter       Due Date           Principal Reduction Payment
      relinquished only if the tenant achieves              30 June 1999                   $250,000
      ‘investment grade status’.                            30 June 2000                   $350,000
    • The tenant must assist the Trustee in                 30 June 2001                   $450,000
      obtaining a bond from an insurance company            30 June 2002                   $600,000
      as further security against default by the
                                                            30 June 2003                   $700,000
      tenant under the Lease.
                                                            30 June 2004                   $750,000
    Assignment                                              12 March 2005                  $750,000
    The tenant must obtain the Trustee’s consent            The financier will be entitled to receive
    before assigning the lease, which consent must          principal payments which reduce the second
    be given if the new tenant is financially secure,       tranche (if drawn) during the term of the loan
    and provides any security which the Trustee             by amounts to be agreed.
    reasonably requires. The tenant is not released         The balance of the outstanding loan will be
    from its obligations as a consequence of an             repayable in full to the financier on 12 March
    assignment of the lease.                                2005 unless the vesting date of the KPPT is
    Repairs, Maintenance and Compliance with                extended, in which case the balance will be
    Official Requirements                                   repayable in full on 30 June 2005.
    The tenant must repair and maintain the whole           The financier will be entitled to receive interest
    of the premises, including structural and capital       at the relevant bank bill rate prevailing from
    items. The tenant is obliged to comply with             time to time during the term of the loan plus a
    notices, orders or other requirements of                margin of 1.00% per annum. KPF will have the
    authorities, whether or not they require works          right to enter into a separate hedging
    of a structural or capital nature.                      arrangement with the financier which will
                                                            effectively fix the interest rate applicable to the
    Capital Works to be Funded by Trustee                   whole or part of the loan amount during the
    The Trustee is required to carry out works to           whole or part of the term of the loan. The
    extend or upgrade the premises, up to a                 financier will also be entitled to receive a

                                                                                                                  28
Kidman Park Investment Trust PROSPECTUS
         $100,000 establishment fee at the                            referred to earlier in this Prospectus;
         commencement of the loan.                               (3) KPF will only be entitled to exercise its
         The repayment of the loan will be secured by an              rights against a Unitholder as a
         unlimited guarantee and indemnity from the                   consequence of an event of default
         Trustee in its capacity as trustee for the KPPT              occurring if the financier seeks to exercise
ein      together with a mortgage over the Property and
         a debenture charge over all of the assets and
         undertaking of the KPPT (including the benefit
         of the bank guarantee and insurance bond).
         The financier will have no recourse to the assets
         of any Unitholder other than for the purpose of
         enforcing the irrevocable direction, trust deed
         of covenant and deed of subordination (see
                                                                      its rights against KPF; and
                                                                 (4) a further covenant will be included whereby
                                                                      a Unitholder will not be entitled to transfer
                                                                      any units without ensuring that:
                                                                      (a) its loan (or, in the case of a transfer of
                                                                            part only of its units, then a pro-rata
                                                                            proportion of its loan) will be repaid
         page 3).                                                           to KPF; and
         There will be a number of covenants and                      (b) (if the transferee is borrowing funds
         undertakings with which the financier will                         from KPF) the transferee has entered
         require compliance, including:                                     into a deed of subordination and
                                                                            trustee deed of covenant and granted
         • That the ratio of rent (net of all outgoings
                                                                            an irrevocable direction in favour of
            payable by the tenant) to total interest
                                                                            the financier and KPF.
            expense will not be less that 2.4:1
                                                                 If the offer under this Prospectus is not fully
         • That the ratio of rent (net of all outgoings          subscribed by the settlement date, then the
            payable by the tenant) to the total interest         balance of the available loan will be on-lent on
            expense plus scheduled principal reduction           the same terms and conditions by KPF to HML
            payments will not be less than 1.75:1                which will in turn be on-lent by HML to the
         • That the ratio of the outstanding loan                Trustee under the loan agreement described in
            amount to the value of the property will not         (e) below.
            exceed 0.7:1.                                    (e) Loan Agreement between HML and the
         The Manager is satisfied that, based on the             Trustee
         current forecasts, each of these covenants and          If the offer under this Prospectus is not fully
         undertakings are capable of being practicably           subscribed by the settlement date, then HML
         achieved.                                               will provide a loan to the Trustee equal to the
         It will be an event of default if there is any          subscription shortfall plus the amount borrowed
         change in the Manager or the Trustee of the             by HML from KPF under the loan agreement
         KPPT without the prior consent of the financier         referred to in (d) above. All subscriptions
         (which consent may not be unreasonably                  received and accepted after the settlement date
         withheld).                                              will be used to reduce the loan from HML (and
      (d) Loan Agreement between KPF and the                     HML will use a proportion of this reduction to
          Unitholder                                             in turn reduce its loan from KPF).
         All amounts provided to KPF by the financier            The term of the loan will be six months from
         will be on-lent to the Unitholders in the               the settlement date after which in the absence
         proportion that the amount subscribed by each           of an event of default, the outstanding balance
         Unitholder from their own funds under this              of the loan will be converted into units in the
         Prospectus bears to the total amount of equity          KPPT. The interest rate applicable to the loan
         offered under this Prospectus.                          from HML will be 11% per annum payable
                                                                 monthly in arrears calculated on the
         The terms of this loan agreement will be                outstanding balance of the loan as at the end of
         generally the same as those applying under the          each calendar month during its term.
         loan agreement between the financier and KPF
         except where:                                           The only events of default under the loan from
                                                                 HML will be if:
         (1) KPF will not be granted any security over
              the assets of KPPT;                                (1) the financier enforces its rights as a
                                                                      consequence of a default under the loan
         (2) KPF’s rights against an individual                       agreement and securities referred to in (c)
              Unitholder will be limited to its rights                above; or
              under the irrevocable direction, deed of
              subordination and trustee deed of covenant         (2) there is a change in manager of the KPPT.

 29
      Heine                      Kidman Park Property Trust PROSPECTUS
      Investors should therefore be aware that the          The Trustee may in certain circumstances retire or
      financier would be likely to withhold its consent     be required to retire or be removed from office,
      to any change in manager of the KPPT until the        including where Unitholders vote in favour of its
      loan from HML has been repaid or converted            removal. In these circumstances, the Manager
      into units in KPPT.                                   would be entitled to appoint a replacement Trustee
                                                            subject to necessary regulatory approvals.
   The Trust Deeds                                          Investors should note that if certain changes
   The Trusts are governed by Trust Deeds (the Trust        currently proposed to the Corporations Law are
   Deeds) between the Manager and Sandhurst                 made, a single responsible entity (expected to be
   Trustees Limited as Trustee. Unitholders’ rights         Heine Securities Limited or a related body
   and entitlements are largely governed by the Trust       corporate of Heine Securities Limited) may take
   Deeds. The terms and conditions of the Trust Deeds       over the role of the Trustee unless an extension is
   are binding on the Manager, on the Trustee and on        obtained from the ASC that would allow the Trusts
   Unitholders, and all persons claiming through them       to continue under the existing regime until
   as if Unitholders were a party to                        termination (see below).
   the Deeds.
                                                            Trustee’s Disclaimer
   Copies of the Trust Deeds are available for
   inspection at the Manager’s head office upon             The Trustee is to be taken to have been involved
   request.                                                 only in the preparation of those parts of this
                                                            Prospectus which refer to factual statements
   In addition to the duties expressly imposed by the       regarding the Trustee or which are derived from the
   Trust Deeds, a number of additional duties are           Trust Deeds. While it has read the Prospectus, made
   imposed on the Manager, on the Trustee and on            limited comments to the Manager on drafts of it,
   Unitholders as a result of covenants deemed to be        the Trustee has relied upon the Manager and its
   included in the Trust Deeds by the Corporations          advisers for the truth and accuracy of the contents
   Law. Some of these duties have been outlined on          other than those parts and is not to be taken to
   page 11.                                                 have authorised or caused the issue of this
   The Manager is empowered in conjunction with             Prospectus.
   the Trustee, to amend the Trust Deeds in a range of      The Manager has authorised or caused the issue of
   circumstances including where the modification in        this Prospectus including those parts of the
   the opinion of the Trustee will not adversely affect     Prospectus which have been expressly authorised.
   the rights of the Unitholders. The Corporations          The Manager based on information within its own
   Law requires that, if a modification would adversely     knowledge or provided to it by its advisers has
   affect the rights of the relevant Unitholders, it must   prepared the Prospectus.
   be approved by the Unitholders at a Unitholders’
   meeting.                                                 Proposed Amendments of the law – Impact on
                                                            the Trusts
   Role of The Trustee                                      A Bill, called the Managed Investments Bill 1997,
   Sandhurst Trustees Limited is the Trustee of each of     to regulate managed investment schemes including
   the Trusts. The main duties of the Trustee are:          unit trusts such as the Trusts, was introduced in the
   • to exercise all due diligence and vigilance in         Federal Parliament on 3 December 1997.
      carrying out its functions and duties and in          It has been announced that the Bill, if enacted, will
      protecting the rights and interests of                take effect from 1 July 1998 although it is possible
      Unitholders;                                          its commencement might be delayed. There will be
   • to ensure that proper accounts are kept and            a transition period of up to 2 years to comply with
      audited;                                              the new requirements but the ASC will have the
   • to ensure that accounts and other information          power to extend this period.
      are sent to Unitholders each financial year;          Under this Bill, if enacted, the regulation of
   • to perform its functions and exercise it powers        managed investment schemes will be substantially
      under the Trust Deeds in the best interests of        altered. In particular, the existing split responsibility
      Unitholders in the Trusts and not in its own          between the manager and the trustee will cease and
      interests, if those interests differ from those of    be replaced with a single scheme operator called the
      the Unitholders;                                      ‘responsible entity’ (which, in the case of the Trusts,
   • to treat Unitholders equally and fairly; and to        is expected to be Heine Securities Limited) unless
      take reasonable steps necessary to be informed        an extension is obtained from the ASC that would
      of the exercise by the Manager of its powers and      allow the Trusts to continue under the existing
      functions under the Trust Deeds.                      regime until termination.

                                                                                                                        30
Kidman Park Investment Trust PROSPECTUS
      Other significant effects on the operation of the     Generally speaking, Unitholders will be given one
      Trusts include the following:                         vote for each unit held and are entitled to appoint
      Independent directors/compliance committee            a proxy to vote on their behalf in relation to most
      members: a ‘responsible entity’ will be required to   business at meetings.
      have either 50% independent directors, or establish   Transfer of Units
ein   a compliance committee with a majority of
      independent committee members;
      Compliance plan: a compliance plan to ensure
      compliance with the Corporations Law and the
      trust deed must be prepared and lodged with the
      relevant regulatory authority. The compliance
      committee (where one is required) will be required
      to monitor and report to the responsible entity on
                                                            In normal circumstances, units are transferable.
                                                            However, in certain cases the Manager has the
                                                            discretion or the obligation to refuse to register
                                                            transfers in which case the transferee will be
                                                            notified. In particular, the Manager must refuse to
                                                            register transfers of units in KPPT unless the
                                                            relevant financier of the units consents to the
                                                            transfer and the transferee has given an appropriate
      compliance with the compliance plan;                  form of power of attorney to the Manager.
      Trust Deeds: it is likely that significant            Unitholders wishing to transfer their units should
      amendments will be necessary so that the Trust        contact the Manager for further details.
      Deeds comply with the new law, and do not
      contain requirements that are no longer relevant.     Unitholders’ Liability
                                                            The Trust Deeds contain provisions designed to
      All costs of registering the Trusts as managed
                                                            limit the liability of Unitholders so that investors
      investment schemes will be borne by the Trusts.
                                                            are not, by reason alone of being a Unitholder,
      Termination of The Trusts                             under any personal obligation to indemnify the
      The Trusts will terminate in March 2005. The          Trustee or the Manager or any creditor of either the
      Trusts may be terminated earlier in a number of       Trustee or the Manager in the event of there being
      circumstances, including if the Manager decides to    any deficiency in the assets of the Trusts. However,
      terminate them, or may be continued past the          the law in relation to the liability of Unitholders is
      termination date if unanimously approved by the       complex and it is not possible for the Manager to
      Unitholders. Upon termination, the assets of the      give an absolute assurance that the liability of
      Trusts are to be sold by the Trustee and the          Unitholders will be limited in all circumstances.
      proceeds distributed to Unitholders.                  The Trust Deeds also contain provisions which
                                                            require a Unitholder to indemnify the Manager and
      ASC Exemptions                                        Trustee in respect of taxation and other liabilities
      The ASC has made declarations and modifications       referable to that Unitholder.
      under Sections 1069(3) and 1084 of the
      Corporations Law in respect of the Trust Deeds to     Rights of Unitholders
      exempt the Trustee and the Manager from certain       Unitholders Interest in the Trusts
      obligations. These exemptions in summary provide:     Investors in the Trusts subscribe for or buy Units in
      • Relief from the liquidity requirements under the    the Trusts which are of equal value and confer a
          Corporations Law;                                 beneficial interest in each Trust Fund as a whole
                                                            but not any interest in any particular asset or part
      • The Manager does not need to send accounts          of the Trusts.
          and statements to Unitholders who do not want
          them or cannot be located;                        Unitholders will be entitled to share in the income
                                                            of the Trusts from the date their respective Units
      • The Manager is not required to buy back units,      are created in accordance with the Deeds.
          subject to certain conditions; and
                                                            The Manager does not propose to list the Units on
      • The Trustee is required to obtain valuations
                                                            any Stock Exchange at this stage but may prior to
          every 3 years.                                    the vesting day of each of the Trusts ask the
      Meeting of Unitholders                                Unitholders at a general meeting to determine if
      Unitholders are entitled to attend Unitholder         the KPPT is to be listed.
      meetings. There is no requirement to hold regular     Unitholders may also sell or transfer their Units,
      Unitholder meetings but meetings can be called for    but may not require the Manager to repurchase
      particular purposes either by the Manager or by the   their Units at the repurchase price.
      Trustee. They can also be requisitioned by            Unitholders of a Trust do not have, except for
      Unitholders. If a meeting is held, Unitholders will   rights contained in the Trust Deed or at law, the
      be sent a notice of meeting, which will set out       right to interfere in the management of that Trust.
      information in relation to the meeting. Unitholders
      are entitled to speak and vote at meetings.

 31
      Heine                      Kidman Park Property Trust PROSPECTUS
   Manager and Trustee may hold Units                        Accounts to Unitholders
   Nothing in the Deeds prevents the Manager or any          The Trustee will send, or cause to be sent, to each
   of its related body corporates, any director or officer   Unitholder within three months of the end of each
   of the Manager or its related body corporates, the        Financial Year the Accounts (including a
   Trustee, any of its related body corporates, any          Distribution Statement and Statement of Assets
   director or officer of the Trustee or its related body    and Liabilities) together with the Auditor’s report
   corporates from holding or dealing with Units.            on those Accounts.
   Repurchase of Units                                       Role of the Auditor
   There is no right for Unitholders to request the          The Auditor of the Trusts is Hughes Fincher. The
   Manager or obligation for the Manager to                  Trustee is required to have the Auditor audit the
   repurchase all or any of their Units.                     accounts each financial year. The Trusts’ half-yearly
                                                             accounts must be reviewed by the Auditor but need
   Accounts and Audit                                        not be audited. The Auditor can only be removed
   Records to be kept                                        by the Trustee or by Unitholders voting by a special
   The Manager and the Trustee of each Trust (having         resolution to remove the Auditor.
   regard to their separate functions) are required to       Register of Unitholders
   keep or cause to be kept true accounts of all
                                                             When units are issued to you, the Manager enters
   receipts and expenditures of the Trust and the
                                                             your name and particulars of your unit holding on
   matters in respect of which such receipt and
                                                             the Register of the Trusts. The Register is kept at
   expenditure takes place in relation to the Units
                                                             the Manager’s Melbourne office. As a Unitholder
   and income and capital receipts and expenditure
                                                             you are entitled to inspect the part of the Register
   and costs, expenses, disbursements and other
                                                             that relates to your unit holding without charge. If
   outgoings and accruals properly chargeable and of
                                                             you wish to inspect the rest of the Register there
   all sales and purchases of assets and Units and of
                                                             are certain restrictions imposed by the Trust Deeds.
   the assets and liabilities of the Trust. The Manager
                                                             There is also a fee if you wish to obtain a copy of
   is required to keep (at its office in Melbourne)
                                                             the Register.
   proper books of account to enable true and fair
   accounts of the Trust from time to time to be             Taxation Liability
   prepared and conveniently and properly audited in         The Trustee or the Manager may deduct or require
   accordance with the requirements of the Trust             to be deducted from any amount otherwise payable
   Deed, and shall, during normal business hours, be         to or to be applied in respect of Unitholders and
   open for inspection by the Unitholders, the Trustee       certain other persons which is payable or
   and the Auditor.                                          anticipated to become payable by the Manager or
   Accounts                                                  by the Trustee on its own account or out of the
                                                             Trust Funds.
   The Manager is required to prepare annual
   accounts in respect of each financial year of the         Disclosure of Interests
   Trusts ending on 30 June, during the life of the          Trustee’s Interests
   Trusts. The Accounts will include a Statement of
                                                             The Trustee (as at the date of this Prospectus and
   Assets and Liabilities and the income account of
                                                             in the two years before the Prospectus was lodged
   the Trusts in such form as the Manager may with
                                                             with the ASC) has no interest in relation to the
   approval of the Trustee determine which shall be
                                                             Trusts in the promotion of the Trusts in connection
   audited by the Auditor and forward same to the
                                                             with their formation or promotion other than the
   Trustee for dispatch to the Unitholders.
                                                             remuneration to which the Trustee is entitled in its
   Audit                                                     capacity as Trustee which is described in the Fees
   The Accounts must be audited by the Auditor, who          and Expenses Paid section on page 18. No amount
   will report on such matters as are required to be         has been paid or agreed to be paid in the last 2
   reported upon in respect of the Trusts under the          years to the Trustee in cash or otherwise by any
   Deeds and the Corporations Law as if the Trusts           person:
   were a company subject to the provisions of the           • to induce the Trustee to act in that or another
   Corporations Law. In carrying out its duties the              capacity; or
   Auditor may require from the Manager and the
                                                             • for other services rendered by the Trustee in
   Trustee any information, explanations, documents
                                                                 connection with the Trusts other than the
   and accounts as he may consider necessary for the
                                                                 remuneration that has been paid or has accrued
   performance of its duties.
                                                                 or will accrue to the Trustee from time to time
                                                                 under the Trust Deeds including the amounts
                                                                 specified above.

                                                                                                                     32
Kidman Park Investment Trust PROSPECTUS
      Manager’s Interests                                     ^ includes interest in 389,156 shares held by
      Except for a nominal number of units (100) in each          Nibbiano Pty Ltd and 525,121 shares held by
      trust which the Manager holds as a result of                Greevest Holdings Pty Ltd in which P.H Green has
      establishing the Trusts, the Manager (as at the date        a beneficial interest.
      of this Prospectus and in the 2 years before the        The Manager is a wholly owned subsidiary of Heine
ein   Prospectus was lodged with the ASC) has no
      interest in relation to the Trusts in the promotion
      of the Trusts other than the remuneration to which
      the Manager is entitled in its capacity as Manager,
      which is described in the Fees and Expenses Paid
      section on page 18. No amount has been paid or
      agreed to be paid in the last 2 years to the Manager
      in cash or otherwise by any person:
                                                              Management Limited (HML). Another wholly
                                                              owned subsidiary of HML, Heine Property
                                                              Management Pty. Ltd., will receive property
                                                              management fees as detailed on page 18. HML will
                                                              receive interest payments under the facility
                                                              agreement described in the Material Contracts
                                                              section of this Prospectus.
                                                              Another wholly-owned subsidiary of HML, Heine
      • to procure subscriptions for, or purchases of         Investment Management Limited, is the
          units; or                                           management company of Prime Industrial Property
      • for services rendered in connection with the          Trust (PIP), a property trust listed on the
          promotion or inception of the Trusts; or            Australian Stock Exchange. On behalf of a sub-
      • for other services rendered in accordance with        trust wholly owned by PIP, contracts have been
          the Trust Deeds, other than the remuneration        entered into to acquire a portfolio of six industrial
          that has been paid or will or has accrued or will   properties from Davids Limited and its subsidiaries.
          accrue to the Manager from time to time under       Davids Limited has also agreed to lease back the six
          the Trust Deeds including the amounts specified     properties being acquired by PIP. While these
          below.                                              contracts are separate from the contracts of sale
                                                              entered into by the Trustee as trustee of Kidman
      Directors’ Interests
                                                              Park Property Trust and the lease back to Davids
      Except as disclosed below, no director or proposed      Limited by the Trustee of Kidman Park Property
      director of the Trustee or the Manager has any          Trust, the contracts were negotiated simultaneously
      interest in the promotion, or in property proposed      and it is unlikely that it would have been possible
      to be acquired for the purpose of the Trusts other      for the Trustee as trustee of Kidman Park Property
      than in the case of each director of the Trustee or     Trust to enter into the contracts and leases back to
      the Manager the director’s fees and any other           Davids Limited unless the contracts had been
      emoluments he or she is entitled to receive from        entered into on behalf of PIP (and vice versa). In
      the Trustee or the Manager. No amount has been          addition, capital works funded by the Trustee as
      paid or agreed to be paid to any such director or       trustee of Kidman Park Property Trust may have an
      promoter in cash or otherwise by any person:            impact on capital works required to be funded by
      • to induce him or her to become, or to qualify         PIP in relation to the properties being acquired by
          him or her as, director; or                         PIP (but not vice versa).
      • for other services rendered by him or her in          Experts’ Interests
          connection with the promotion or inception of       No amount has been paid or agreed to be paid, in
          the Trusts.                                         the last 2 years, in cash or otherwise to experts for
      N L C Batt, M M Heine, L M Heine, J A Nissen,           services rendered by them in the promotion or
      P H Green and J C Mott, 6 directors of the              inception of the Trusts except to:
      Manager, hold or have interests in shares in Heine
                                                                  (1) JLW Advisory Services Pty Ltd (JLW)
      Management Limited, the holding company of the
                                                                      ($14,000 for the valuation report)
      Manager, as set out below:
                                                                  (2) Hughes Fincher Services Pty Ltd
      Director                     Shares                             ($35,000 for the tax expert’s report)
      N L C Batt                   11,830
                                                              Litigation
      M M Heine*                7,777,817
                                                              The Manager is not aware of any litigation material
      P H Green ^                 914,277                     to the Fund.
      L M Heine*                7,140,450
      J C Mott                     19,034
      J A Nissen                    6,451
      * includes 7,137,354 shares held by Lesmic
          Nominees Pty Ltd in which M.M. Heine and
          L.M. Heine have a beneficial interest.


 33
      Heine                      Kidman Park Property Trust PROSPECTUS
    Consents and Disclaimers                                 Signature of Directors
    None of Hughes Fincher, JLW and Richard Ellis            This Prospectus has been duly signed by or on
    has authorised or caused the issue of the Prospectus.    behalf of the Directors whose names appear below
    Hughes Fincher has given and has not withdrawn           on 24 April 1998.
    its written consent to be named in the Prospectus,
    as auditor of the Trusts and Manager, and to the
    issue of this Prospectus containing the Taxation
    Report prepared by them in the form and context
    in which it is included. Hughes Fincher has not
    authorised or caused the issue of this Prospectus        The Hon. Neil L C Batt AO, Chairman
    and has had no involvement in the preparation of         9th Floor, 11 Queens Road, Melbourne, Vic
    any part of this Prospectus.
    Sandhurst Trustees Limited has given and not
    withdrawn its written consent to be named as
    Trustee in this Prospectus. It has not been involved
    in the preparation of any part of this Prospectus.       Michael Heine,* Managing Director
    It has not authorised or caused the issue of, and        9th Floor, 11 Queens Road, Melbourne, Vic
    expressly disclaims and takes no responsibility for,
    any part of this Prospectus except for that material
    which refers directly to the Trustee or the
    provisions of the Trust Deed.
    JLW and Richard Ellis have given and have not
    withdrawn their written consent to be named in           Phillip Green,* Director
    this Prospectus in the context of the services           9th Floor, 11 Queens Road, Melbourne, Vic
    provided by them as valuers of the Property and to
    the issue of this Prospectus containing the JLW
    Valuation Report and the various references to the
    valuation of the Property prepared by them in the
    form and context in which they are included.
                                                             Leslie Heine,* Director
    Documents Available for Inspection                       9th Floor, 11 Queens Road, Melbourne, Vic
    The documents set out below are available for
    inspection during normal business hours at the
    registered office of the Manager and at the Trusts’
    principal unit registry, at the address set out on the
    front of this Prospectus.
                                                             Jonathan Mott,* Director
    • the Trust Deeds;                                       9th Floor, 11 Queens Road, Melbourne, Vic
    • Consents;
    • ASC Exemptions;
    • the Material Contracts.


                                                             John Nissen,* Director
                                                             9th Floor, 11 Queens Road, Melbourne, Vic
                                                             * Signed by his Agent,Neil L C Batt




                                                                                                            34
Kidman Park Investment Trust PROSPECTUS
      How To Invest In The Trusts
      Kidman Park Property Trust investors must complete and sign Application Form A after carefully
      reading the information in this Prospectus. If using the loan to be provided by KPF, investors must
      also sign the Limited Power of Attorney contained in that application form.

      Kidman Park Investment Trust investors should complete and sign Application Form B after carefully
ein   reading the information in this Prospectus.


      1. Applicant Details

         Please complete all name and address details as
         requested.
      2. Distribution Instructions
                                                             5. Power of Attorney (KPPT investors only)
                                                                and Declaration

                                                                Please read this section before you sign the
                                                                application form. This provides a limited power
                                                                of attorney in favour of the Manager to enable
         Please provide your full banking details to allow      the funding arrangements as set out in the
         for the prompt and efficient processing of your        Prospectus. The power of attorney does not
         income entitlements.                                   apply to KPIT investors.
      3. Tax File Numbers                                       Signing Applications
                                                                The application form must be signed:
         Investors may quote their Tax File Number
         (TFN) on the application form. Collection of           1) By the applicant personally.
         tax file numbers is authorised and its use and         2) By each applicant, in the case of joint
         disclosure are strictly regulated by tax laws and         applications.
         the Privacy Act. Quotation is not compulsory           3) Applicants who are trustees of a
         but tax may be taken out of your distribution if          superannuation, provident or other trust
         you do not quote your number or an exemption.             must apply in the name(s) of the trustee(s).
         For more information about the use of TFNs for
         investments, please contact the Australian             4) Where the applicant is a company, the
         Taxation Office. Once provided, your TFN will             application form must be signed under the
         be applied automatically to any future                    common seal of the company, in accordance
         investments in the Trust. You have the right to           with its articles of association.
         notify us, at any time, that you do not wish to        5) If an attorney signs the application, the
         quote a TFN for an investment.                            relevant power of attorney must be enclosed
      4. Investment Details                                        for noting and return.
                                                             6. Adviser to Complete (if applicable)
         Minimum Subscription
         The minimum amount you may subscribe                   The financial adviser should complete this
         pursuant to this Prospectus is $10,000 in KPIT         section if they require a confirmation from the
         and $10,000 plus borrowings in KPPT.                   Manager of the client’s investment.

         KPPT Investors: Insert here the amount you             Forward the completed application form
         wish to subscribe from your own funds. Do not          together with a cheque payable as directed in
         include the amount to be subscribed from               the relevant application form and marked
         borrowed funds. The minimum amount you may             ‘Not Negotiable’ to:
         subscribe is $10,000 from your own funds. For          Heine Securities Limited
         example if you subscribe $10,000 from your own
         funds, approximately $11,316 will be borrowed          P O Box 7639
         on your behalf and the total amount subscribed         MELBOURNE VIC 3004
         (after deducting borrowing costs of
         approximately $390) will be $20,926.
         Your Cheque
         Please ensure you make all cheques payable as
         directed on the relevant application form.




 35
      Heine                      Kidman Park Property Trust PROSPECTUS
   Application Form A
   Kidman Park Property Trust
                                                                                  Adviser Stamp


     Investor Reference Number
     (Are you an existing investor in any Heine fund?)
   1. Applicant Details

     Mr/Mrs/Miss/Ms       Given Names
     Surname
     Mr/Mrs/Miss/Ms       Given Names
     Surname
     OR Company Name
     ACN/ARBN (if Company)
     Address
                                                                                      Postcode
     Internet
     Telephone (Private)                                            (Business)

   2. Distribution Instructions

     Financial Institution Name
     Full Address
                                                                                      Postcode
     Account Name
     Bank Branch Code (BSB No.)                                     Account No.

   3. Tax File Number (TFN)

     TFN 1.                                    TFN 2.
       I/We do not wish to quote a TFN for this investment.
       If you are exempt from quoting your TFN, please state reason.



     Collection of tax file numbers is authorised and its use and disclosure are strictly regulated by the tax
     laws and Privacy Act. Quotation is not compulsory, but tax may be taken out of your distribution at the
     top marginal rate if you do not quote your tax file number or claim an exemption.
     For more information about the use of tax file numbers, please phone your nearest Tax Office.

   4. Investment Details
     $                    The amount you should insert here is the amount you wish to subscribe from your
     own funds. Do not include the amount subscribed using borrowed funds. The minimum amount you
     may subscribe from your own funds is $10,000.
     Please make all cheques payable to ‘Sandhurst Trustees Limited – a/c KPPT’

                                                                Signatures/Declaration. Please see over page.




                                                                                                                 36
Kidman Park Property Trust PROSPECTUS
  5. Power of Attorney and Declaration
      The Applicant(s) hereby irrevocably appoint(s) Heine Securities Limited ACN 072 656 752, to be the Applicant’s (Applicants’) attorney (the
      ‘Attorney’) to do in the name(s) of the Applicant(s) and on the Applicant’s (Applicants’) behalf everything necessary or expedient to:
      1. execute and deliver each or any one or more of the following documents:
         (a) Loan Facility Agreement;
         (b) Irrevocable Direction with KPF, the Trustee and any financier;
         (c) Deed of Subordination with KPF, the Trustee and any financier;
         (d) Trustee Deed of Covenant with KPF and any financier.
      2. execute and deliver any other documents which are referred to in the documents described in 1, or which are ancillary or related to them or
         contemplated by them;
      3. execute and deliver any document or perform any act, matter or thing at the absolute discretion of the Attorney in any way relating to the
         Applicant’s (Applicants’) involvement in the transactions contemplated by the documents described in 1.
ein   4. give effect to the transactions contemplated by the documents described in 1, including, but not limited to, completing dates, blanks and making
         amendments, deletions, alterations or additions;
      5. appoint one or more substitute attorneys to exercise one or more of the powers given to the Attorney and to revoke any of those appointments
         and in this power of attorney ‘Attorney’ includes a substitute attorney appointed under this clause; and
      6. stamp and register this power of attorney.
      The Applicant(s) declare(s) that all acts, matters and things done by the Attorney in exercising powers under this power of attorney will be as good
      and valid as if they had been done by the Applicant(s) and agree(s) to ratify and confirm whatever the Attorney does in exercising powers under
      this power of attorney.
      The Applicant(s) indemnifies(y) the Attorney against liability, loss, costs, charges or expenses arising from the exercise of powers under this power
      of attorney.
      The Applicant(s) declares(s) that a person (including, but not limited to, a firm, body corporate, unincorporated association of authority) who deals
      with the Attorney in good faith may accept a written statement signed by the Attorney to the effect that this power of attorney has not been
      revoked as conclusive evidence of that fact.
      The Applicant(s) declare(s) that this power of attorney is given for valuable consideration and is irrevocable from the date of this power of attorney.
      The Applicant(s) declare(s) that the Applicant(s) and a person (including, but not limited to, a substitute or assign) claiming under the
      Applicant(s) are bound by anything the Attorney does in exercising powers under this power of attorney.
      Important: I/We have read the Prospectus dated 30 April 1998 for the Kidman Park Property Trust and Kidman Park Investment Trust and
      wish to apply for units in the Trust as outlined above.
      I/We declare that the details given in this application form are true and correct. This application is made upon and subject to, the terms and
      conditions of the Prospectus dated 30 April 1998. I/We agree to be bound by the terms and provisions of the Trust Deed of the Kidman Park
      Property Trust dated 12 March 1998, as amended (and as may be amended from time to time in the future). I/We authorise the Manager to disclose
      to the adviser whose stamp appears above, any information relating to this application or the investment relating thereto and I/we consent to the
      payment of brokerage to the adviser up to the maximum amount specified in the ‘Brokerage Paid to Selling Agents’ section on page 18. No units
      will be issued on the basis of this Prospectus after 29 April 1999, the expiry date of this Prospectus. This application form must not be handed on
      unless attached to a copy of this Prospectus.


      Signature                                                                  Date


      Signature                                                                  Date

                               The Common Seal of the
          Affix                Applicant was hereunto affixed            Director
       Company Seal            in accordance with its Articles
          here                 of Association in the presence
                               of:                                       Director/Secretary



  6. Adviser to Complete (if applicable)

      Brokerage
      Brokerage (upfront and trail) is calculated on the amount subscribed from Unitholders’ own funds, as shown on
      the front of this application form.
      Only licensed investment advisers, stockbrokers and other persons permitted under the Corporations Law
      can be paid brokerage. Investors who lodge applications direct with the Manager are not entitled to receive
      brokerage or units in the place of brokerage.
      Adviser Name                                                                       Adviser Code
      Company Name
      Address
                                                                                                                Postcode


      Signature                                                                                                 Date
      Adviser Confirmation Advice
          If you wish to receive a confirmation of this investment, please tick this box.
  Send to:
  Reply Paid 144 Heine Securities Limited, PO Box 7639, Melbourne, Victoria 3004


 37
         Heine                              Kidman Park Property Trust PROSPECTUS
   Application Form B
   Kidman Park Investment Trust
                                                                                  Adviser Stamp


     Investor Reference Number
     (Are you an existing investor in any Heine fund?)
   1. Applicant Details

     Mr/Mrs/Miss/Ms       Given Names
     Surname
     Mr/Mrs/Miss/Ms       Given Names
     Surname
     OR Company Name
     ACN/ARBN (if Company)
     Address
                                                                                      Postcode
     Internet
     Telephone (Private)                                            (Business)

   2. Distribution Instructions

     Financial Institution Name
     Full Address
                                                                                      Postcode
     Account Name
     Bank Branch Code (BSB No.)                                     Account No.

   3. Tax File Number (TFN)

     TFN 1.                                    TFN 2.
       I/We do not wish to quote a TFN for this investment.
       If you are exempt from quoting your TFN, please state reason.



     Collection of tax file numbers is authorised and its use and disclosure are strictly regulated by the tax
     laws and Privacy Act. Quotation is not compulsory, but tax may be taken out of your distribution at the
     top marginal rate if you do not quote your tax file number or claim an exemption.
     For more information about the use of tax file numbers, please phone your nearest Tax Office.

   4. Investment Details
     $                      (Minimum Subscription is $10,000)
     Please make all cheques payable to ‘Sandhurst Trustees Limited – a/c KPIT’
                                                                Signatures/Declaration. Please see over page.




                                                                                                                 38
Kidman Park Investment Trust PROSPECTUS
  5. Declaration

      Important: I/We have read the Prospectus dated 30 April 1998 for the Kidman Park Property Trust and the
      Kidman Park Investment Trust and wish to apply for units in the Trust as outlined above.
      I/we hereby direct the Manager that part of the income payable to me/us in respect of one or more monthly
      distribution periods of Kidman Park Investment Trust is to be reinvested in the purchase of additional Units
      in accordance with the Trust Deed of Kidman Park Investment Trust. The amount of income to be reinvested
      in respect of each period is to be determined by the Manager having regard to the amount (if any) of debt
      that is required to be repaid by the Trustee of Kidman Park Investment Trust and the likely timing of that
ein   repayment.
      I/We declare that the details given in this application form are true and correct. This application is made upon
      and subject to, the terms and conditions of the Prospectus dated 30 April 1998. I/We agree to be bound by the
      terms and provisions of the Trust Deed of the Kidman Park Investment Trust dated 24 April 1998, as amended
      (and as may be amended from time to time in the future). I/We authorise the Manager to disclose to the adviser
      whose stamp appears below, any information relating to this application or the investment relating thereto and
      I/we consent to the payment of brokerage to the adviser up to the maximum amount specified in the ‘Brokerage
      Paid to Selling Agents’ section on page 18. No units will be issued on the basis of this Prospectus after
      29 April 1999, the expiry date of this Prospectus. This application form must not be handed on unless attached
      to a copy of this Prospectus.

      Signature                                                 Date


      Signature                                                 Date

                         The Common Seal of the
                         Applicant was hereunto affixed    Director
          Affix          in accordance with its Articles
       Company Seal      of Association in the presence
          here           of:                               Director/Secretary



  6. Adviser to Complete (if applicable)

      Brokerage
      Brokerage (upfront and trail) is calculated on the amount subscribed, as shown on the front of this
      application form.
      Only licensed investment advisers, stockbrokers and other persons permitted under the Corporations Law
      can be paid brokerage. Investors who lodge applications direct with the Manager are not entitled to receive
      brokerage or units in the place of brokerage.
      Adviser Name                                                     Adviser Code
      Company Name
      Address
                                                                                            Postcode


      Signature                                                                             Date
      Adviser Confirmation Advice
          If you wish to receive a confirmation of this investment, please tick this box.


  Send to: Reply Paid 144
  Heine Securities Limited
  PO Box 7639 Melbourne Victoria 3004




 39
         Heine Kidman Park Investment Trust PROSPECTUS
            Directory

            Manager
            Heine Securities Limited

            Registered Office and Head Office
            9th Floor
            11 Queens Road
            Melbourne, Victoria 3004
            Telephone: (03) 9869 4600
            Facsimile: (03) 9867 7463

            New South Wales Office
            Level 6, 6 – 10 O’Connell Street
            Sydney, New South Wales 2000
            Telephone: (02) 9236 5000
            Facsimile: (02) 9233 4932

            Queensland Office
            Level 15
            97 Creek Street
            Brisbane, Queensland 4000
            Telephone: (07) 3229 5700
            Facsimile: (07) 3221 1123

            Investor Services
            Freecall 1800 035 337
            Between 8.30 a.m. and 6.00 p.m. weekdays
            e-mail: investor.services@heine.com.au

            Trustee
            Sandhurst Trustees Limited
            406 Collins Street
            Melbourne, Victoria 3000

            Auditors of the Manager and the Trusts
            Hughes Fincher
            607 Bourke Street
            Melbourne, Victoria 3000




Kidman Park Investment Trust PROSPECTUS
Heine

								
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