MEETING RESULTS

Unitholders approve the Further Term of the Cromwell Property Trust 12, extending it by five years

Cromwell Property Trust 12 (Trust) unitholders have voted to approve both resolutions required to implement the Rollover Proposal, as detailed in the Notice of Meeting and Explanatory Memorandum dated 13 November 2020*.

A successful ‘For’ vote on Resolution 1 extends the Trust Term by five years, until 31 October 2025.

In addition, a successful ‘For’ vote on Resolution 2 results in the approval of the proposed amendments to the Trust’s Constitution by way of a Supplemental Deed.

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About the Matching Facility

Unitholders will also have the opportunity to participate in the Matching Facility through which they may be able to acquire more, or sell some or all of their Units at the Matching Price of $0.9349.



About the Trust

Performance1
The following table shows the performance of the Trust since inception as at 31 October 2020.

Term Total Returns

1 year

18.8%

3 years

14.2%

5 years

13.6%

Inception (October 2013)

14.9%

1 Total returns annualised since inception (December 2011), after fees and costs. Past performance is not a reliable indicator of future performance.


About the Rand Distribution Centre sale and Special Distribution

On 19 August 2020 CFM announced the sale of one of the Trust’s two remaining assets, the Rand Distribution Centre, which is expected to settle on 14 December 2020.  The announcement via the following link provides further detail on the sale:

Continuous Disclosure Notice - Sale of Rand Distribution Centre




Unitholders approve the Further Term of the Cromwell Property Trust 12, extending it by five years

Cromwell Property Trust 12 (Trust) unitholders have voted to approve both resolutions required to implement the Rollover Proposal, as detailed in the Notice of Meeting and Explanatory Memorandum dated 13 November 2020*.

A successful ‘For’ vote on Resolution 1 extends the Trust Term by five years, until 31 October 2025.

In addition, a successful ‘For’ vote on Resolution 2 results in the approval of the proposed amendments to the Trust’s Constitution by way of a Supplemental Deed.

The result of the vote at the meeting is as follows:

Resolution 1 – Further Term Resolution (Extraordinary Resolution)

  • 53,863,533 votes in total were cast, the equivalent of 84.18% of the total votes that may have been cast by Trust unitholders eligible to vote on the resolution.
  • 52,993,533 units (612 unitholders) voted in favour of Resolution 1 (For), representing 82.82% of the total votes that may have been cast by eligible unitholders (thus exceeding the required 50%).
  • 870,000 units (22 unitholders) voted against Resolution 1 (Against), representing 1.36% of the total votes that may have been cast by eligible unitholders.
  • 50,000 units (2 unitholders) abstained from voting on Resolution 1.

Resolution 2 – Constitutional Amendment Resolution (Special Resolution)

  • 53,803,533 votes in total were cast.
  • 53,033,533 units (615 unitholders) voted in favour of Resolution 2 (For), representing 98.57% of the total votes cast by eligible unitholders (thus exceeding the required 75%).
  • 770,000 units (17 unitholders) voted against Resolution 2 (Against), representing 1.43% of the total votes cast by eligible unitholders.
  • 110,000 units (4 unitholders) abstained from voting on Resolution 2.

Matching Facility finalised

On 8 January 2021, the Matching Facility was finalised, with the transfer of Units to purchasing Unitholders completed and selling Unitholders receiving the proceeds from sale of their Units.

Specific details of Units purchased and sold were forwarded in an updated Unitholder statement, along with the payment of sale proceeds.

Cromwell Funds Management Limited would like to thank all Cromwell Property Trust 12 Unitholders for their support throughout the voting process.

Contact Us

If you have any questions in relation to the vote or your resulting Unit balance, please contact Cromwell’s Investor Services Team on 1300 268 078.

A summary of key dates for the implementation of the Rollover Proposal are as follows1:

Event
Date
Allocations for buying Unitholders determined / potential scale-back for selling Unitholders determined Friday 18 December 2020 – Wednesday 23 December 2020
Unitholders notified of Matching Facility scale-back and over-subscription monies refunded (if applicable) On or around Wednesday 23 December 2020
Settlement date for the Matching Facility / Transfer Date of Units / Transaction Statements posted Friday 8 January 2021
The Further Term commences (if approved by Unitholders) Sunday 1 November 2020

Cromwell Funds Management would like to thank all Unitholders for participating in the vote and looks forward to providing ongoing management and investor services throughout the Further Term.

Contact Us

If you have any questions in relation to the vote or your resulting unit balance, please contact Cromwell’s Investor Services Team on 1300 268 078.

1.  All dates following the Meeting are indicative only. CFM reserves the right to vary these dates without prior notice although CFM will endeavour to achieve these dates. Any changes to the above dates will be announced at www.cromwell.com.au/c12..

* Refer to the Notice of Meeting and Explanatory Memorandum dated 13 November 2020 for further details. To view the Notice of Meeting and Explanatory Memorandum, please click here.

Important Notice: Cromwell Funds Management Limited ABN 63 114 782 777 AFSL 333214 (CFM) has prepared this notice and is the responsible entity of, and the issuer of units in, the Cromwell Property Trust 12 ARSN 166 216 995 (Trust). In making an investment decision in relation to the Trust, it is important that you read the product disclosure statement dated 29 October 2013 (PDS). The PDS is issued by CFM and is available from www.cromwell.com.au/c12 or by calling Cromwell’s Investor Services Team on 1300 268 078. The Trust is not open for new investment. This notice has been prepared without taking into account your objectives, financial situation or needs. Before making an investment decision, you should consider the PDS and assess, with or without your financial or tax adviser, whether the Trust fits your objectives, financial situation or needs. CFM and its related bodies corporate, and their associates, do not receive any remuneration or benefits for the general advice given in this notice. If you acquire units in the Trust, CFM and certain related parties may receive fees from the Trust and these fees are disclosed in the PDS.

Please note: Any investment, including an investment in the Trust, is subject to risk. If a risk eventuates, it may result in reduced distributions and/or a loss of some or all of the capital value of your investment. See the PDS for examples of key risks. Past performance is not indicative of future performance. Forward-looking statements in this correspondence are provided as a general guide only. Capital growth, distributions and tax consequences cannot be guaranteed. Forward-looking statements and the performance of the Trust are subject to the risks and assumptions set out in the PDS.



About the Matching Facility

Unitholders will also have the opportunity to participate in the Matching Facility through which they may be able to acquire more, or sell some or all of their Units at the Matching Price of $0.9349.

For Unitholders receiving their voting documentation by post, personalised Buy and Sell Forms were included with your voting documentation, posted on 13 November 2020.

If you received your voting documentation via email, a separate email detailing the Matching Facility includes links to your personalised Buy and Sell Forms.

If you wish to participate in the Matching Facility, your Buy or Sell Form and accompanying funds (if required) must be received by 5pm (AEST) on Friday 18 December 2020.

For more details on the Matching Facility, please refer to Section 5.3 of the Notice of Meeting and Explanatory Memorandum dated 13 November 2020.



About the Trust

Performance1
The following table shows the performance of the Trust since inception as at 31 October 2020.

Term Total Returns
1 year 18.8%
3 years 14.2%
5 years 13.6%
Inception (October 2013) 14.9%

1 Total returns annualised since inception (December 2011), after fees and costs. Past performance is not a reliable indicator of future performance.

Key Property metrics (Proposed remaining property on extension of the Term)
The key statistics relating to the Trust’s remaining property asset as at 31 October 2020, assuming the settlement of the Rand Distribution Centre (under contract for sale) are as follows:

Property Value $107 million
Occupancy 97%
WALE (by income) 9.24 years
Capitalisation rate 5.5%
Net lettable area 13,865 sqm

Tenant Profile - 19 George Street Dandenong  

The Australian Taxation Office is the major tenant, which occupies 93% by income. Building tenants are as follows:

Commonwealth of Australia (ATO) 93%
Vacant 3%
Hearing Australia Services 2%
Wise Employment Ltd 1%
Banh Mi & Noodle Co Pty Ltd 1%


About the Rand Distribution Centre sale and Special Distribution

On 19 August 2020 CFM announced the sale of one of the Trust’s two remaining assets, the Rand Distribution Centre, which is expected to settle on 14 December 2020.  The announcement via the following link provides further detail on the sale:

Continuous Disclosure Notice - Sale of Rand Distribution Centre

Following settlement, Unitholders who are on the Trust’s register at 14 December 2020 will receive a Special Distribution of $0.6184 per unit held. Payment is expected to be made on Wednesday 16 December 2020, provided settlement occurs as expected on 14 December 2020.

The distribution will be paid into Unitholders’ existing distribution account.