Cromwell Property Trust 12 Term Extension Proposal
As responsible entity of the Cromwell Property Trust 12 (Trust), Cromwell Funds Management Limited (CFM) is convening a meeting of the Trust’s Unitholders to consider and vote on a resolution to extend the Trusts investment term (Term) to 31 December 2027 (Further Term), which is explained in detail in the Explanatory Memorandum.
Without Unitholders approving a resolution for the Further Term, the Term will end on 31 October 2025 and CFM will be required, as soon as practicable following the end of the Term, to sell the Trust’s property.
CFM recommends waiting for market conditions to improve before commencing a sale process. It is CFM’s view that current market conditions are unlikely to support a favourable sale outcome and that it is in the best interests of Unitholders to continue to hold the Trust’s property for a further period.
The meeting will be held at 10.30am (AEST) on Friday, 31 October 2025 at Level 1, 100 Creek Street, Brisbane Queensland.
CFM encourages every investor to read the Explanatory Memorandum and cast their vote at the meeting either in person or by proxy. Proxy Forms must be received by 10.30am (AEST) on Wednesday, 29 October 2025.
The Directors of CFM have carefully considered the advantages and disadvantages of the Term extension proposal. Based on the current and projected market conditions, the Directors are recommending Unitholders vote IN FAVOUR of the meeting’s resolution.
How to vote
Online votes and Proxy Forms must be received no later than 48 hours before the commencement of the Meeting, therefore by 10.30am (AEST) on Wednesday 29 October 2025.
Frequently asked questions
CFM’s view is that current and near-term projected market conditions present an inopportune time to sell the Property following the end of the current Term on 31 October 2025. CFM recommends continuing to hold the Property in the expectation market conditions will improve before commencing a sale process. While CFM cannot offer any guarantees regarding market conditions during the Further Term, CFM believes extending the Term will provide the opportunity for market conditions to improve. Having regard to the Property’s suburban Melbourne location and given the current and projected market conditions, CFM is proposing Unitholders extend the Term to 31 December 2027.
However, CFM acknowledges the long duration of this investment for Unitholders may mean individual circumstances have changed. As such, the Directors believe it is important for Unitholders to consider their own circumstances and, if necessary, consult their investment, tax, legal or other professional adviser before casting their vote.
CFM recommends Unitholders vote IN FAVOUR of the Resolution.
CFM considers the current and near-term projected market conditions are not favourable for selling the Property, and while it cannot offer any guarantees in this regard, CFM believes those market conditions may improve and a better outcome may be achieved by postponing a sale. CFM’s views about the market conditions are set out in section 5.1 of the Explanatory Memorandum.
No. CFM has an obligation to always act in the best interests of Unitholders. If the Resolution is not passed, then this provides a strong indication that Unitholders have a preference for liquidity in the short-term over postponing a sale in the expectation market conditions may improve and a better outcome could be achieved in the future. While the outcome of the meeting will inform CFM’s thinking when considering any offers it might receive, CFM is not obliged to accept an offer unless it considers it to be in the best interests of Unitholders.
The Meeting is scheduled to take place on 31 October 2025. Given the typical time required to sell commercial property (which includes time for a marketing campaign, negotiations and a period of buyer due diligence and arranging finance), CFM estimates the completion of any sale of the Property is unlikely to occur before 30 June 2026.
It is not possible to say with certainty. CFM’s intention is to sell the Property when it considers market conditions are more suitable. CFM will monitor the market for favourable conditions in which to launch a sale campaign and may sell the Property at any stage during the Further Term if it considers a sale to be in the Unitholders’ best interests. Unitholders should note that even if a sales campaign commences during the Further Term, a sale may not be completed during the Further Term.
Yes. It is expected distributions will continue for the Further Term. Forecast distributions are 6.50 cents per Unit per annum until October 2025 when the distribution rate is forecast to reduce to 6 cents per Unit per annum. The forecast implied yield for the year to 30 June 2026 is 10.6% on the NTA per unit of $0.58. The Trust’s forecast distributions and key forecast assumptions are shown at Section 5.6 and the NTA per unit at Section 6.6 of the Explanatory Memorandum.
The decrease in valuation of the Property is consistent with value reductions experienced across the broader property market, which is influenced by interest rates, the availability of capital and other variable market conditions.
Since inception to 30 June 2025, the Trust has generated a notional equity internal rate of return (EIRR) of 11.8% per annum. This takes into account the most recent independent valuation of the Property dated 31 May 2025.
Unitholders may transfer units at any time subject to CFM’s approval. Unitholders wishing to sell Units may negotiate the terms of any transfer with a potential purchaser. CFM maintains a register of potential buyers and sellers of units and can assist to match buyers and sellers, subject to strict regulatory limitations. Should a Unitholder wish to sell or buy Units, please advise CFM who will aim to connect sellers and buyers to independently negotiate and agree upon the terms of a transaction.
The outcome of the vote is binding on you regardless of whether you cast your vote. The vote requires an Extraordinary Resolution to pass which is 50% of the total votes that may be cast by Unitholders entitled to vote on the resolution (including Unitholders who are not present in person or by proxy). Therefore, if you do not cast your vote (either in person or by submitting a proxy vote) then it is effectively a vote against the Resolution.
Yes. By attending the Meeting, there will be an opportunity to ask questions. Questions may also be asked at any stage prior to the Meeting by contacting Cromwell Investor Services on 1300 268 078 or invest@cromwell.com.au.
Trust documents, financial reports and other information is contained at the Trust’s webpage at www.cromwell.com.au/invest/fully-subscribed-and-closed-funds/cromwell- property-trust12/
Cromwell Property Trust 12 Meeting details
The meeting will be held at:
Venue: Level 1, 100 Creek Street, Brisbane, QLD 4000
Date: Friday, 31 October 2025
Time: 10.30 am AEST (registration from 10.00 am AEST)
If you have any questions in relation to the Trust, please contact Cromwell’s Investor Services on 1300 268 078 or via email at invest@cromwell.com.au.