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R U F F L E
P R O D U C T
D I S C L O S U R E
L L E Y
R O J E C T
S T A T E M E N T / P R O S P E C T U S
O
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L I N
OA K VA L L EY T RU F F L E P RO J E C T A R S N 1 1 8 7 8 3 2 4 3
WAT E R S H E D P R E M I U M W I N E S LT D – R E S P O N S I B L E E N T I T Y AC N 0 8 9 8 1 2 5 9 1 A F S L 2 9 6 1 6 6
T RU F F L E P RO PE RT I E S L I M I T E D AC N 1 1 6 2 2 8 1 1 4
C
O R P O R A T E
D
I R E C T O R Y
Responsible Entity
Watershed Premium Wines Ltd
ACN 089 812 591
Cnr Bussell Highway & Darch Road
Margaret River WA 6285
Directors of Responsible Entity
Geoffrey Thomas Barrett (Managing Director)
Dr Richard Hill (Chair)
Laurence Factor
Peter Charles Sartori
Phillip Henry Dale Fletcher
Manager
Truffle Projects Pty Ltd
ACN 116 228 105
c/- Thomson Fisher & Co
Level 2, 677 Murray Street
West Perth WA 6005
Directors of Truffle Projects Pty Ltd
Walter John Edwards (Managing Director)
Geoffrey Thomas Barrett (Chair)
Dr Nicholas Malajczuk
Truffle Properties Limited
ACN 116 228 114
c/- Thomson Fisher & Co
Level 2, 677 Murray Street
West Perth WA 6005
Directors of Truffle Properties Limited
Walter John Edwards (Managing Director)
Geoffrey Thomas Barrett (Chair)
Dr Nicholas Malajczuk
Project, Watershed Premium Wines Ltd and Truffle
Properties Limited Auditors
RSM Bird Cameron Partners
8 St George’s Terrace
Perth WA 6000
Independent Accountants
RSM Bird Cameron Corporate Pty Ltd
8 St George’s Terrace
Perth WA 6000
Truffle Consultant
Treetec Consulting Pty Ltd
ACN 077 935 203
c/- Thomson Fisher & Co
Level 2, 677 Murray Street
West Perth WA 6005
CONTENTS
RISKS OF THE INVESTMENT
18
INDEPENDENT EXPERT’S REPORT
21
INDEPENDENT ACCOUNTANT’S REPORT
30
RESPONSIBLE ENTITY AND PROJECT FEES
38
8
RESPONSIBLE ENTITY
39
9
COMPLIANCE PLAN
40
INTRODUCTION
2
INVESTMENT HIGHLIGHTS
3
ABOUT TRUFFLES
4
MANJIMUP TRUFFLES
6
TRUFFLE INDUSTRY
7
LAND DESCRIPTION
RESEARCH & DEVELOPMENT
TERMS PAYMENT OPTION
10
DIRECTORS OF THE MANAGER
11
DIRECTORS OF TRUFFLE PROPERTIES LIMITED
11
DIRECTORS OF THE RESPONSIBLE ENTITY
11
FINANCIAL INFORMATION
13
TRUFFLE PROPERTIES LIMITED
DISPUTES RESOLUTION AND COMPLAINTS
HANDLING PROCEDURE
41
MATERIAL CONTRACT DETAILS
42
GLOSSARY OF TERMS
49
14
ADDITIONAL INFORMATION
52
OFFER DETAILS
15
INSTRUCTIONS FOR LODGEMENT
54
HOW TO APPLY
16
APPLICATION FORM
55
PROJECT STRUCTURE
17
IMPORTANT NOTICE This PDS/Prospectus was lodged with the Australian Securities and Investments Commission (ASIC)
on 24 March 2006 and is both a product disclosure statement under Part 7.9 of the Corporations Act (in relation to the offer
of Trufferies) and a prospectus under Part 6D.2 of the Corporations Act (in relation to the offer of Land Shares). The date of
this PDS/Prospectus is 24 March 2006. Neither ASIC, nor any of its officers, takes any responsibility for the contents of this
PDS/Prospectus. No Land Shares will be allotted or issued on the basis of this PDS/Prospectus later than 23 April 2007.
Participation in the Oak Valley Truffle Project is considered to be speculative. Before deciding to apply for Trufferies and Land
Shares, Applicants should read the entire PDS/Prospectus and seek professional advice that an investment of this type is
appropriate for their particular circumstances.
Neither the Responsible Entity, Truffle Properties Limited nor any other person, firm or corporation associated with this
PDS/Prospectus, guarantees, warrants or underwrites the performance of the Oak Valley Truffle Project or any particular
income or return from the Project.
1
INTRODUCTION
This is a fully integrated Truffle
investment opportunity in
Manjimup, Western Australia,
providing investors with land
ownership and participation in all
aspects of Truffle production and sale.
This offer invites investors to participate in the planting of 74.8 hectares of oak and hazelnut trees, inoculated with French
Truffle (Tuber melanosporum), at Manjimup in Western Australia,.
The oak and hazelnut trees, to be planted in June 2006, will be fully irrigated and will be cultivated over a number of years
under specific conditions as they grow and mature. As the root system on the trees expand, so the fungus develops in symbiotic
harmony. Eventually the tree and fungus reach a “critical mass” and the “mature” fungus creates fruit bodies; these are the
highly sought after Truffle.
The Oak Valley Trufferie (plantation) will be undertaken on land situated on Seven Day Road, Manjimup. This location is
approximately two kilometres from the Hazel Hill Trufferie. The planting of the Hazel Hill Trufferie was undertaken in 1997
and 1998 and comprises twenty-one hectares of Truffle inoculated oak and hazelnut trees.
Dr Nicholas Malajczuk is the scientific expert who was responsible for establishing the Hazel Hill Trufferie. He is a former
CSIRO scientist with more than twenty-five years experience in studying fungi, including the black truffle fungus.
Wally Edwards has been the Managing Director of Hazel Hill Pty Ltd since its inception.
The Hazel Hill Trufferie has provided an excellent opportunity to continue a scientific study of the truffle fungus with
particular emphasis on studying the commercial production factors and issues. The plantings at Hazel Hill are large enough to
facilitate large scale research.
This is a fully integrated investment opportunity, giving investors participation in the production and sale of Truffles and
ownership in the Land owning entity. Based upon the extensive research that has been undertaken at the Hazel Hill Trufferie
over the past nine years, and the resultant Truffle production, I view the Oak Valley Truffle Project with pride and hold
tremendous enthusiasm for its future. I invite and welcome your participation in this exciting venture.
Yours sincerely
Geoff Barrett
Managing Director, Watershed Premium Wines Ltd (issuer of the Trufferies)
Chairman, Truffle Properties Limited (issuer of the Land Shares)
2
INVESTMENT
I N V I T A T I O N
T R U F F L E
T O
B E C O M E
HIGHLIGHTS
A
A P P L I C A T I O N
P R O D U C E R
The Application Money per Investment Parcel, including
GST, is:
By investing in the Oak Valley Truffle Project investors
become truffle producers in one of the world’s most suitable
regions for the production of truffles. Truffles will be
cultivated and harvested and then sold on your behalf by an
experienced team of sales and marketing professionals.
I N V I T A T I O N
S H A R E S
I N
A
T O
Truffle Producer – Management Fees & Rent $9,433.60
$7,016.00
Total Application Price
$16,449.60
T R U F F E R I E
F I X E D
F O R
E F F E C T I V E
M A N A G E M E N T
I N I T I A L
Y E A R S
P E R I O D
F E E S
A N D
1 – 3
The Management Fees, including GST, for the Initial Period,
Year 1, Year 2 and Year 3 are fixed and are set out below.
These Land Shares can be held by any entity and may differ
from the investor who produces the Truffles.
T A X
Shares – 3,508 shares in Truffle Properties
Limited at $2 per share
The number of Investment Parcels on offer is 374.
O W N
Investment also entitles you to hold shares in Truffle
Properties Limited which owns the land on which the
Trufferies are to be established. It is forecast that Truffle
Properties Limited will pay a dividend in Year 1 of the Oak
Valley Truffle Project.
A
P R I C E
Initial Period
Year 1
Year 2
Year 3
$8,800
$6,600
$4,180
$2,640
T R U F F L E
F L E X I B L E
I N V E S T M E N T
I N V E S T M E N T
O P T I O N S
The initial investment to become a truffle producer, and
future annual management fees and rent, are tax deductible
and have the additional security of an Australian Taxation
Office Product Ruling.
Investors have the choice of either paying cash, obtaining
third party finance or applying, where applicable, for the
Terms Payment Option. Refer to page 10.
Truffle Projects Pty Ltd director and Truffle expert, Dr Nick Malajczuk, strolling through the Hazel Hill Trufferie with two of his trained Truffle
sniffing dogs
3
ABOUT
TRUFFLES
The truffle is an edible fungus that grows underground
limited occurrences in Italy, Spain and Portugal at an
through a symbiotic relationship with the roots of specific
elevation of 100 to 1000 metres between latitude 40°N and
host trees. When the tree and the fungal filaments reach
47°N.
maturity, usually after about five years, the fruiting body or
truffle is produced and occurs seasonally thereafter.
T R U F F L E
Truffles have always existed in their natural habitat in
C U L T I V A T I O N
Truffle consumption has been part of French culture since the
Europe and are highly-prized. The Greeks and Romans
middle ages. The folklore of their formation had been
attributed them as having healing and aphrodisiac powers,
attributed to claps of thunder and to theories not far from the
while today they are regarded as the pinnacle of haute
realm of fairy tales. This contributed to a limited scientific
cuisine and are revered by gourmons worldwide.
knowledge on truffle formation until recent times. In fact,
harvest from natural forests had provided the bulk of
Truffles can be described as ‘gourmet mushrooms’. They have
production in the nineteenth and early twentieth centuries.
a pungent, intense, earthy fragrance and lend a unique
Production estimates of 2000 tonnes per annum have been
flavour to food. They occur naturally, mainly in France and
made. For this reason, there was limited opportunity for
Italy, and are sometimes referred to as ‘black gold’ or ‘black
peasants who were content with the natural harvest of the
diamonds’ because of their scarcity and worth.
truffles to understand truffle production. The two World Wars
Fresh truffles are available in Europe between December and
destroyed much of the collecting grounds and vegetation
February, and the Western Australian production season is
supporting truffles. This resulted in the collapse of the truffle
the opposite of the European season offering marketing and
industry in the 1930’s. Now typically between 50 and 100
exporting opportunities. The gourmet’s dream of extended
tonnes are harvested each year. In 1984, because of the
availability of fresh truffle is now a reality.
extremely dry summer, only 10 tonnes were produced. The
decline in truffle production has continued in the twenty-first
T R U F F L E
century. The reported harvest in 2004 was 8 tonnes.
G R O W T H
C O N D I T I O N S
In the past two decades, knowledge in the cultivation of the
black truffle has resulted in the establishment of artificial
In contrast to most edible fungi in the market place, the
trufferies throughout France and countries in the
truffle fungus grows completely underground, developing
Mediterranean. The first artificial trufferie was established in
from the mycelium, a network of filaments invisible to the
south western France with transplanted oak seedlings raised
naked eye. The truffle fungus represents a mushroom that
from the base of trees where truffles had been collected in
develops underground. It lives symbiotically in association
the past. However, this hit-miss system has now been largely
with roots of trees, nourishing its tree partner with
replaced by raising infected seedlings in controlled
minerals, such as phosphorus, while receiving organic
conditions in glasshouses by companies such as Agri-Turf in
substances such as sugars in return. Only hazelnut and some
France. Understanding the factors leading to the successful
oak trees can support the black truffle, which in turn has
production of truffles under hazel and oak trees has been a
limited their distribution to the natural occurrence of the
focus of research which led to the successful establishment of
species to areas of southern Europe. Black truffles grow in
truffieres in countries other than France.
soil that is shallow and free draining. The climate must have
distinct seasons, hot in summer and cold in winter. Only
In the northern hemishere including France and Italy many
when these conditions are met will the black truffle grow
of the newly established trufferies have been invaded by
and produce its subterranean mushrooms. The French black
other naturally occuring truffle species (there are over 70
Truffle occurs naturally on calcareous soils in France and
different species found in Europe). In the southern
4
Hemisphere there are no commercial truffle species found
of 1993 saw the first production of commercial truffles in
naturally. Consequently, monocultures of selected truffles
New Zealand confirming the feasibility of producing them in
species can be established.
the southern Hemisphere. Dr Nicholas Malajczuk
subsequently assisted a private company to establish a
In 1991, the first black truffles were produced outside
number of small trufferies in Tasmania in 1994. The first
Europe when oak trees inoculated with truffle spores
black truffle grown in Australia was dug up in June 1999. It
produced their first crop in Oregon, USA. A 70 hectare
weighed 125gms. Since this time actual production from
trufferie was established in Texas in 1991. In 1984 the Crop
Tasmania is not accurately known. Market intelligence
and Food Research Organisation in New Zealand
suggests production quantities have increased spasmodically.
commenced work to establish artificial trufferies. The winter
Dr Nick Malajczuk holding the 1kg Truffle that was produced at Hazel Hill in June 2005
5
MANJIMUP
TRUFFLES
Hazel Hill established a twenty-one hectare trufferie in
where they were discovered. The largest truffle found
Manjimup, Western Australia in 1997.
weighed in at over one kilogram. Also a number of other
truffles were found weighing between three hundred and six
Dr Nick Malajczuk, a former CSIRO research scientist, was
hundred grams. The key factor in producing truffles of this
the driving force behind the establishment of this trufferie.
size and quality has been a specific management treatment to
Dr Malajczuk selected Manjimup because of its ideal
the areas where these truffles grew.
summer/winter temperature profile using climate matching
data of truffle producing areas in France. He believed that
Truffle Projects Pty Ltd has negotiated with Hazel Hill and
hotter summers and mild winters were required for optimum
has contracted Dr Nick Malajczuk to provide technical
production.
services and be intimately involved in the Oak Valley Truffle
Project.
Over the last three years, the Hazel Hill Trufferie has
produced increasing amounts of truffle. The 2005 harvest
The property to be used for this Project is situated in the
was particularly exciting with the harvest volume increasing
same valley, approximately two kilometres west along Seven
exponentially over the past three years. The most significant
Day Road from the Hazel Hill property.
aspects of the harvest were the size of the truffles found and
Trained dog sniffing for Truffles at Hazel Hill
Truffle being harvested at Hazel Hill in 2005
6
TRUFFLE
INDUSTRY
Restaurateur and chef of the highly acclaimed Loose Box restaurant, Alain Fabregues, sniffing for Truffles at Hazel Hill in 2005
The Manager believes that the time is right to expand the
The product is high value and has a fresh shelf life of
plantings of Truffle producing plantations based on the
approximately four weeks. Air-freight transport is very cost
results being achieved at Hazel Hill and the diminishing
effective and efficient. The product can also be tinned and
world supply of truffles.
bottled. Second and third class product can also be made in
processed products such as salsas with a considerable increase
The world market and demand for truffles is huge. World
in value.
supply from native areas has steadily declined since World
War II from around one-thousand tonnes to a reported eight
Truffle Projects Pty Ltd have an agreement with Hazel Hill
tonnes in 2004.
that will allow a complete and open transfer of information
and knowledge. Dr Nick Malajczuk will continue to consult
Traditionally, very little research or science has been applied
to Hazel Hill and continue to expand on his research into
to truffle production in Europe. Production is typically from
the commercialisation of truffle production. All information
small scale farmers who take a very “traditional” approach to
gained at Hazel Hill is available to Truffle Projects Pty Ltd
the art of production.
and will be implemented at the Oak Valley Trufferies.
The spectacular growth rates being achieved in trial areas at
the Hazel Hill property give enormous encouragement that
commercial truffle production is a reality.
7
L AND
DESCRIPTION
The Oak Valley property is situated some ten kilometres
south-west of the Manjimup town site on the corner of
Seven Day Road and Appadene Road.
The property consists of two lots of land, Lot 102 on the
west side of Appadene Road of 86.2 hectares and Lot 11
located on the east side of Appadene Road is 41.8 hectares.
The property currently has eighty-eight hectares of cleared
land with the remaining forty hectares being regrowth karri,
marri, black butt and jarrah forest. The property adjoins
state forest. An application has been made to clear another
twenty hectares of the regrowth forest. This is allowed under
current guidelines and approval is expected.
The 1 kg Truffle harvested at Hazel Hill in June 2005. In the
background, L-R, Dr Nick Malajczuk, Wally Edwards and Alain
Fabregues.
The property has a one-hundred & fifty mega-litre dam that
is fed from a stream that comes directly from the state forest.
It is also fed by a number of springs on the property. The
water is pristine in quality with no salt.
Dwelling which is constructed on Lot 102, which will be used as the headquarters for the Manager and will house the laboratory
8
RESEARCH
&
D EVELOPMENT
It has taken decades of research to begin to bridge the
truffles of this size or quality in all the years I have used
shortfall in scientific knowledge in truffle cultivation. The
them in France or Australia. They are perfect in terms of
key focus of this research is finding and understanding the
texture and odour”. Alain Fabregues went on to say that he
factors that stimulate the production of fruiting bodies. This
believes the establishment of a successful truffle production
is the absolute key to achieve commercial production and
industry will put Australia on the gourmet map.
hence greater economic return.
Management trials will continue to be expanded on the
We are aware that successful production of truffles depends
Hazel Hill property. In fact, plans are now being made to
on suitable climatic and soil conditions. The climatic
further increase the R&D effort on the property with the
conditions have been thoroughly researched and the
full-time employment of the student who has been
Manjimup/Pemberton region of Western Australia is ideal.
conducting his PhD research under Dr Malajczuk.
Soil conditions in this (and most other regions of Australia)
Truffle Projects Pty Ltd has an agreement to share in all
require a significant shift in pH to alkaline conditions to
technology that is developed by Dr Malajczuk at the Hazel
provide an ideal truffle growing environment.
Hill trufferie.
Hazel Hill has embarked on an extended program of research
and development over the nine years the trufferie has been
established. During the life of that project, Dr Nicholas
Malajczuk has conducted extensive research into various
factors he believes are critical to understanding what makes
truffles grow.
During this period, Dr Malajczuk has supervised Honours
and PhD student projects that have been sponsored by Hazel
Hill through Murdoch University where Dr Malajczuk has
been appointed an Adjunct Associate Professor. Recently he
was appointed Adjunct Professor of Natural Reseources,
Notre Dame Univerity of Australia. Also, Dr Malajczuk has
continued his own scientific trials to achieve greater
understanding of key factors to enhance the amount and size
of truffles within the Hazel Hill trufferie.
Over the 2005 season, some significant breakthroughs were
made that have created great excitement in the truffle
industry world-wide. In certain locations where Dr
Malajczuk has been conducting different management trials,
some very large truffles were located. The largest was a giant
truffle that weighed more than one kilogram. However,
many more were found weighing between three hundred and
six hundred grams. Not only were these truffles very large,
but they were of absolute top quality.
French Chef Alain Fabregues (MOF) has described these
truffles as “the best I have ever seen. I have never seen
The 1 kg Truffle harvested at Hazel Hill in June 2005
9
TERMS
PAYMENT
Cash/ Finance
OPTION
I N V E S T M E N T
F L E X I B I L I T Y
The total Application Money per Investment Parcel is
The offer of Land Shares is a distinct and separate offer from
$16,449.60 payable for Investors who invest on or before 31
the offer of Trufferies in the Oak Valley Truffle Project.
May 2006 as detailed below:
Hence, the Land Shares can be held in a different name from
the Trufferie owner. Once allotted, the Investment Parcel is
•
$7,016 for the 3,508 Land Shares issued at $2.00
not stapled, so you are able to transfer the Land Shares
each; plus
•
separately. It should be noted that while the offer of Land
$9,433.60 (including $857.60 GST) for Initial
Shares represents a distinct and separate offer from the offer
Management Fees and Rent.
of Trufferies they each form an integral part of the
Investment Parcel and therefore cannot be accepted in
Terms Payment Options
isolation.
Any Investor who wishes to apply to pay their
Application Money using the Terms Payment Option
This is only a summary of the Offer. Prospective investors
described below, must complete the Terms Application
should read the whole of this PDS/Prospectus.
Form contained within this PDS/Prospectus. Acceptance
of the Investor’s Terms Application is conditional upon
the Responsible Entity’s acceptance of the Investor’s
Terms Application before the end of the relevant financial
year.
Terms Payment Option – 1 Year
Upon Application – deposit of $9,016 ($2,000 per Trufferie
and $7,016 for the 3,508 Land Shares)
Monthly instalments – 12 equal monthly payments of
$664.00 per Trufferie (includes interest at 11.5% per
annum)
The 12 monthly instalments cover the balance of the
Application Money per Investment Parcel, interest and a
terms application fee of $50 per Trufferie (inc GST). Stamp
Dr Nick Malajczuk inspecting a freshly harvested Truffle at Hazel
Hill in 2005
duty may also be payable.
Management Fees and Rent (inc GST)
$9,433.60
Land Shares 3,508 x $2.00
$7,016.00
Terms Application Fee (inc GST)
$50.00
___________
$16,499.60
Less Deposit & Land Shares
$9,016.00
___________
Terms Amount
$7,483.60
___________
10
DIRECTORS
O F
T H E
M A N A G E R
Wally Edwards B.E. M.I.E. (Aust)
viticulture, wineries, truffles and manufacturing. Prior to
Wally Edwards is the Managing Director of Truffle Projects
practicing law he had over 18 years experience in banking and
Pty Ltd and Truffle Properties Limited. He is a civil engineer
finance. He managed several major banking projects, including
and registered builder who has specialised in the field of
the development and introduction of automated teller
irrigation products and systems. Wally has considerable
machines. Geoff has previously lectured in International
project management expertise in plantation forestry,
Taxation Law, International Business Law and Contract Law
construction and civil engineering projects. Wally has been
and tutored in Corporations Law at Curtin University.
the Managing Director of Hazel Hill Pty Ltd since its
Geoff was responsible for identifying and negotiating the
inception in 1997. Wally has been an executive member of
purchase of the land for all three stages of the Margaret
the Western Australia Cricket Association (WACA) since
River Watershed Premium Wine Project, for assembling the
1987, is currently Senior Vice President of the WACA and
viticulture, winemaking, sales and management team, and
was granted life membership in 2003. Wally has also been a
structuring the Watershed Project and its finances. Geoff has
director of Cricket Australia Limited (formerly Australian
overseen the development of the Margaret River Watershed
Cricket Board) since 1996.
Premium Wine Project since its inception. Geoff was
Dr Nicholas Malajczuk B. Sc (Hons) (Forestry) Doctorate
appointed in December 2005 to the executive of the Curtin
Philosophy
University operated Muresk Institute, Western Australia’s
Dr Nicholas Malajczuk is a research scientist who has
only agriculural college.
worked for CSIRO Forestry and Forest Products for the past
twent five years. He has collaborated and worked in the USA
D I R E C T O R S
and France in symbiotic fungi (including Truffles) associated
O F
P R O P E R T I E S
with forest trees and has conducted research projects
T R U F F L E
L I M I T E D
throughout Australia and in the Philippines and China. Nick
All the persons described above as directors of the Manager
is a world authority on edible fungi associated with tree
are also directors of Truffle Properties Limited.
species as well as horticultural crops. He has published a
number of books on the manipulation of these benficial fingi
D I R E C T O R S
for increasing productivity of both trees and fungi. His
R E S P O N S I B L E
knowledge is unique in Australia and he has been intimately
O F
T H E
E N T I T Y
involved in the setting up of the black truffle industry in
Geoffrey Thomas Barrett LLB (Hons) B.Com
Tasmania. He has conducted research on the establishment
(Accounting)
of the truffle fungus (Tuber melanosporum) on seedlings of
See above.
oak and hazelnut trees and he has supervised and conducted
research into different aspects of the physiology and growth
Dr Richard Hill M.B. B.S. F.R.A.C.P. B.Com (Econ) Dip
factors of the black truffle fungus at the Hazel Hill trufferie
Naut Sc
over the past nine years.
Dick Hill is the Chair of Watershed Premium Wines Ltd.
From 1981 until March 2002, Dick Hill was the Head of
Geoffrey Thomas Barrett LLB (Hons) B.Com
Gastroenterology at Princess Margaret Hospital, Perth. He is
(Accounting)
now a consultant gastroenterologist at Princess Margaret
Geoff Barrett is the Chair of Truffle Projects Pty Ltd,
Hospital and operates a private practice. His qualifications
Managing Director of the Responsible Entity and is also the
include a Bachelor of Commerce (Econ) and he has
Chair of Truffle Properties Limited. Until 30 June 2002, he
successfully built and managed a significant investment
was managing partner of the law firm Garton Smith & Barrett,
portfolio. Dick has been actively involved in the Margaret
advising in relation to managed investments in forestry,
River Watershed Premium Wine Project since its inception.
11
Laurence Factor B.Com (Accounting) Grad Dip (Business
strategies for liquor sales in the Giants Liquor Group in
Law) M.Com (Business Law) FCPA FCIS
Western Australia. With the recent sale of the Liquor
Laurence has a diverse background as a practitioner in
Services Group, Peter has been appointed WA Business
accounting, company secretarialship, planning and
Manager of Independent Brands Australia. This group
administration with listed companies and as an academic
includes all liquor stores operating under the Cellarbrations,
specialising in corporate law and company secretarial
Cheers and Liquorforce banners.
practice. He has spent approximately half his career in the
Phillip Henry Dale Fletcher
manufacturing and distribution industries and half in the
Phil has been involved in the Australian Liquor Industry for
tertiary and professional training sector. He spent
the past 40 years. He has successfully developed and
approximately a decade with ASX listed
marketed wine brands both nationally and internationally.
manufacturer/distributor McPherson’s Ltd based in
His experience has been centred on the management of
Melbourne where he became Group Manager Budgeting and
marketing and sales disciplines driven by the priority to
Planning before being appointed Administration Manager
return profits to stakeholders whilst building value in the
for Western Australia.
brands and corporate identities.
Currently Laurence is a Senior Lecturer in the School of
As an executive director of Amberley Estate Pty Ltd, a
Business Law at a Perth University. He is a State Councillor,
company that he joined in 1990, he created and led the
a past Chairperson of the Western Australian Branch of
development of the brands and company sales philosophies
Chartered Secretaries Australia (CSA) and a past director of
until acquired by Vincor International in March 2004. Phil
CICSA Ltd. He has been a member of the Western
was then given the task of integrating the Goundrey and
Australian Regional Liaison Committee of the Australian
Amberley sales staff over the period April 2004 to 31 March
Securities and Investments Commission (ASIC) since 1994
2005.
and has been the Joint Chairman and corporate law
spokesperson for the WA Joint Legislation Review
Committee of CPA Australia and CSA. He has been actively
involved in the Margaret River Premium Wine Project since
its inception.
Peter Charles Sartori
Peter has over 20 year experience in retailing, and has in the
last ten years worked exclusively in the liquor industry. In
1993, Peter established and successfully ran his own
independent liquor store, which was sold in 1998. In 1998,
Peter commenced employment as the manager of Liquorama,
a West Australian based group of independent liquor stores.
His responsibilities included the direction of purchasing,
sales and administrative functions for the group.
In 2002, Peter was promoted to State Manager (WA) of
Liquor Services Group Ltd, following the amalgamation of
Liquorama into the national Liquor Services Group Ltd. His
duties encompassed all aspects of general management
Vista through the rows of hazelnut and oak trees at Hazel Hill
including the development and implementation of marketing
12
FINANCIAL
INFORMATION
Management Fees
out in Policy Statement 170 (‘PS 170’) a non-exhaustive list
The Management Fees for the Initial Period, Year 1, Year 2
of factors that may amount to reasonable grounds for stating
and Year 3 are fixed at $8,800, $6,600, $4,180 and $2,640
prospective financial information which includes, in
(including GST) per Trufferie. The Management Fees for the
paragraph (18) (b):-
Initial Period are payable on application and each subsequent
‘reliance upon an independent industry expert’s report
year in arrears on 1 June, with the Year 1 Management Fee
which:
being due and payable on 1 June 2007.
(i) is included in the document containing the
prospective financial information;
Management Fees for Years 4-20 inclusive will increase
(ii) sets out the assumptions underlying that
annually by either 3% or the Consumer Price Index,
information; and
whichever is the greater, refer to page 38, and are payable in
(iii) makes a positive statement that both the
arrears on or before 1 June in each relevant year.
prospective financial information and its
assumptions are reasonable’
Rent
Rent is fixed for the Initial Period at $633.60 (including
The Independent Expert Report of the Truffle Consultant is
GST) per Trufferie and will increase annually by either 3%
set out on pages 21 to 29
or the Consumer Price Index, whichever is the greater, refer
However, PS 170.29 states, among other things, that “ASIC
to page 44, and are payable in arrears on or before 1 June in
generally considers that prospective financial information for
each relevant year.
a period of more than 2 years may require independent or
objectively verifiable sources of information to establish that
Financial Forecast
there are reasonable grounds to provide it.” However, an
It is the Responsible Entity’s opinion that it is important to
expert’s report is unlikely to be of assistance in establishing
include in a PDS a financial forecast, over the life of the
the existence of reasonable grounds for prospective financial
Project, as it is information that may reasonably be expected
information where the facts that the expert has relied upon
to have a material influence on the decision of a reasonable
are unverified or unverifiable.
investor to acquire the investment. The making of a
statement that contains a financial forecast must have
Further, the longer the period the prospective financial
reasonable grounds or it will be misleading under section
information relates to, the less likely it is that there are
728(2) of the Corporations Act. Mere statements by issuers
reasonable grounds for stating it, as the grounds for longer
asserting reasonable grounds for the inclusion of
term prospective financial information become less
information, with no verifiable reasons to support such
verifiable. Given the long term nature of the Project and PS
statements, do not, by themselves, establish reasonable
170, the Responsible Entity has elected not to include a
grounds for prospective financial information. ASIC has set
financial forecast in this PDS/Prospectus.
13
TRUFFLE
PROPERTIES
LIMITED
On 16 December 2005 Truffle Properties Limited entered
The directors of Truffle Properties Limited believe that the
into a Contract of Sale with Daria Josephine Burnett.
Land Share issue price of $2.00 per share is a fair price given
Settlement was effected on 15 March 2006. The subject
the purchase price and the capital infrastructure to be
land is Lot 102 on Deposited Plan 47397 and being the
constructed on the Land. Under this PDS/Prospectus
whole of the land comprised in Certificate of Title
1,311,992 ordinary shares are being offered to investors at
Volume 2616 Folio 415, such land comprising 86.2299
an issue price of $2.00 each. In January 2006 1,250,000
hectares in area and Lot 11 on Diagram 92046 and being
ordinary shares were offered under an Offer Information
the whole of the land comprised in Certificate of Title
Statement at $1.00 each to meet the purchase price, plus
Volume 2156 Folio 98, such land comprising 41.801
stamp duty of $85,500, before ANZ Bank finance of
hectares in area. The total purchase price for both
$706,000. On maximum subscription there will be
properties was $1,700,000.
2,561,995 ordinary shares on issue in Truffle Properties
Limited and the ANZ Bank finance will be repaid.
Aerial shot of Lots 102 and 11 which are highlighted in bold pink
Manjimup Shire
Water Supply Dam
Lot 11
Lot 102
14
OFFER
DETAILS
The Responsible Entity and Truffle Properties Limited are
in this PDS/Prospectus will have approximately 50
pleased to offer you an opportunity to invest in the truffle
hazelnut and 50 oak trees per Trufferie and these will be
industry.
planted by the Land Owner in the period 1 June 2006 to
15 June 2006.
The Offer under this PDS/Prospectus consists of two
components, Trufferies and Land Shares. For each Trufferie
applied for, an Applicant must also apply for 3,508 Land Shares.
W H A T
I S
A P P L I C A T I O N
Investors may hold the Trufferie and the Land Shares under
separate names. The two components of the Offer are:
1. To maintain and cultivate Truffle inoculated oak and
hazelnut trees on the Trufferies for the purpose of
harvesting Truffles for sale.
2. To purchase 3,508 Land Shares, at an issue price of
$2.00 per Land Share, for each Trufferie applied for.
T H E
M O N E Y ?
The total amount payable per Investment Parcel by an
Applicant who pays cash and is allotted a Trufferie and
Land Shares on or before 31 May 2006 is $16,449.60.
T R U F F E R I E S
Management Fee (including GST)
payable on or before 31 May 2006
$8,800.00
Rent (including GST) payable on or
before 31 May 2006
$ 633.60
3,508 Land Shares issued at
$2.00 per share
Upon being allotted a Trufferie, an Applicant will become a
Grower and a party to the Agreements described on pages 42
to 46.
$ 7,016.00
___________
$16,449.60
___________
___________
The Land has been divided into 374 uniquely identifiable
Note – Management Fees and Rent for Year 1 are due and
Trufferies of 0.2 hectares each. The 374 Trufferies on offer
payable in arrears on 1 June 2007
View of the 150 mega litre dam on the Land
15
HOW
T O
Anyone wishing to be a Grower should complete the
A P P L Y
T A X A T I O N
Applications on pages 55 to 56.
I M P L I C A T I O N S
A Product Ruling has been issued by the Australian Taxation
Office for the Oak Valley Truffle Project. This Product
Application terms are set out on page 57.
Ruling can be viewed at the web-site: http://law.ato.gov.au
Note that your application is also an offer to be bound to
the Constitution and Rules, the Lease and the Project
G O O D S
Operations Agreement.
A N D
S E R V I C E S
T A X
For each Trufferie applied for the Applicant must also apply
If you are not registered for GST purposes, then any GST
for 3,508 Land Shares at a cost of $2.00 per Land Share, the
paid in relation to Project Fees and Rent may represent a tax
whole of which is payable on Application.
deduction. If you are registered for GST purposes, then any
GST paid in relation to Project Fees and Rent may represent
a GST Input Tax Credit. It is recommended that you obtain
D I F F E R E N T
A P P L I C A N T S
independent financial advice in relation to the GST to be
paid on Project Fees and Rent.
The Land Shares may be applied for by the same party
applying for the Trufferie or by different parties. For
example, a self-managed superannuation fund might apply
F I N A N C E
for the Land Shares while the Applicant for the Trufferie
Applicants may choose to fund their investment themselves
could be an individual.
or borrow all or part of the funds required to secure their
All Application Money is payable to the Responsible Entity.
investment in the Project from third party financial
Payment must be made in Australian dollars. Applications
institutions. Applicants should seek their own independent
can only be made on the application form included in this
tax and financial advice.
PDS/Prospectus.
T E R M S
P A Y M E N T
O P T I O N
Applicants may choose to invest by taking advantage of the
Terms Payment Option as described on page 10.
M I N I M U M
S U B S C R I P T I O N
The minimum subscription under this PDS/Prospectus is 50
Trufferies.
O V E R S U B S C R I P T I O N S
There are no oversubscriptions offered under this
PDS/Prospectus.
Average size truffle harvested from Hazel Hill trufferie in 2005
16
PROJECT
STRUCTURE
TRUFFLE PROPERTIES
LIMITED
Installs irrigation system,
purchases, inoculates and plants
oak & hazelnut trees & leases
Trufferies to Growers
WAT E R S H E D
PREMIUM WINES
LTD
Responsible Entity
GROWER
Leases Trufferies from Truffle
Properties Limited and contracts
the Responsible Entity under the
Project Operations Agreement to
maintain the Trufferies, cultivate
and harvest the Truffles, market
and sell the Truffles
Contracted to maintain
the Trufferies for the Grower,
cultivate and harvest
the Truffles, market and sell
the Truffles
Receives the Receipts
Agent for Grower
TRUFFLE PROJECTS
PTY LTD
Manager
Sub-contracted by the
Responsible Entity to maintain
the Trufferies for the Grower,
cultivate and harvest the Truffles,
market and sell the Truffles
17
RISKS
O F
T H E
INVESTMENT
•
As with any investment in agriculture, there are inherent
Frost
risks in primary production due to matters beyond the
Frost is not a risk issue for the Project.
control of the Responsible Entity. In addition the Project is
Both hazel and oak trees are native to areas that
subject to the commercial risks of a long term venture. So
experience extreme frosts. In fact, a critical selection
that Growers may be aware of those risks that may have a
criteria for the site was the requirement for frost and
material effect on an investment in this Project, they have
extreme cold in the ripening process for truffles.
been detailed below. The Responsible Entity will continue to
• Hail, storm, fire risks
use all the knowledge and experience available to them to
The truffle grows underground in a symbiotic
monitor the risks and implement all necessary procedures to
relationship with oak and hazel trees. The truffle relies
minimise their effect.
on support from the trees for certain nutrients; therefore,
no truffles can be grown without healthy trees.
A G R I C U L T U R A L
Risks from hail, storm and fire are real.
R I S K S
Hail can damage the host trees but is unlikely to destroy
•
Drought Risks
them. Leaf and branch damage is possible; however, this
A dam with a capacity of 150 mega litres already exists
type of damage will have a negligible effect on truffle
on the Land this is more than adequate as a water supply
production.
for the oak and hazelnut trees. A licence to double the
Storm damage can completely remove trees and therefore
capacity has been made with the Water Corporation
•
is a real risk. The property itself is adjacent to state Karri
Water availability
and Jarrah forests. These trees are very large and will
The Project will be irrigated with water from an
work as a shelter for the trees of the trufferie. These
established dam which is located on Lot 102 and which
natural wind breaks will assist reduce the potential for
provides water all year round.
•
damage.
Water salinity
Fire is a real risk to the truffiere. Potential fire damage
There are no salinity issues which arise from the use of
will be managed by the provision of fire breaks and
water from the dam. Water quality levels are well within
maintaining the trufferie in a clean and manicured
silviculture standards and will be continually monitored
condition. The trufferie will be fully irrigated. This will
throughout the life of the Project.
•
ensure there is no dry fire hazard within the trufferie.
Flood
Surrounding bush-land and forest will be subjected to
Flood is considered a low risk factor for the property.
regular “controlled burns” in low fire risk periods to
The survey plan reveals that the property has a
reduce the fuel load and hence the risk of a major
significant valley that drains the entire property. The
uncontrolled bush-fire.
majority of the property quickly climbs away from the
• Pests and disease damage
valley and 85% of the property is 10 metres or more
The potential for disease risk to the oak and hazel trees is
above the high water level of the water course.
considered low. There are no known diseases that could
The valley has a significant fall to the south and the
cause significant tree fatalities.
possibility of the water course flow backing back is
Truffles can be attacked by slugs and snails if they are
negligible.
close to the surface. These pests will be controlled by the
Extreme water flows from the headlands of the water
selective use of environmentally friendly pesticides and
course at worst could only affect a small percentage of
herbicides.
the trufferie on each side of the valley.
18
•
•
Truffle Yields
Loss of key staff of the Responsible Entity could impact
Truffle production in the natural habitat is notorious for
on forecast returns. The Managing Director is covered by
being unreliable and spasmodic.
key person insurance.
The Oak Valley Trufferie will be established using all the
current sivicultural and management information to
F I N A N C I A L
ensure the truffiere has the best chance to produce
•
maximum yields.
Failure to achieve anticipated truffle prices because of
adverse movements in the price for truffles.
Major risk factors that are known to affect yields include: •
i) Drought
Tax law changes
Any changes to the taxation system during the life of the
This factor will be managed by the use of a modern
Project or any other new significant levies, taxes or
irrigation system that will water all trees and
imposts on the Project may affect the Project’s returns.
surrounding areas for the entire trufferie.
•
A risk exists that a drought extending for a number of
Grower defaults
The Responsible Entity will pursue all avenues to ensure
consecutive years would restrict the amount of water
that all Project Fees are received when they fall due.
available for use by the irrigation system.
•
Management fees are fixed for the financial years ending
The Manjimup area is, however, in a very reliable
30 June 2006, 2007, 2008 and 2009 and thereafter are
rainfall zone where the annual average rainfall exceeds
linked to annual changes in the consumer price index or
1000mm.
a 3% increases on the previous year’s management fees,
The dam capacity is 150 mega-litres and is filled by
whichever is the greater. All Management fees are
run-off from the state forest and springs on the Oak
charged and payable irrespective of income generated.
•
Valley property.
No market for the Trufferies.
ii) Fungal Risks
These include the failure to establish the truffle
fungus on the seedling tree roots due to adverse
environmental conditions, the presence of predator
fungi or disease.
To reduce this risk, the Manager will conduct a
rigorous monitoring program both before the trees
are planted and subsequent to planting.
Investors should be aware there is a risk that truffles
will not be produced in the quantities or time frame
as estimated in this prospectus.
• Events of force majeure.
M A N A G E R I A L
•
The ability of the Responsible Entity and other relevant
parties to meet their obligations.
•
Default by relevant parties of any of the material
agreements.
Recently pruned hazelnut trees at Hazel Hill
19
•
M A R K E T
•
Demand fluctuations
The value of the Australian currency on the world market
Supply fluctuations
may have an effect on the demand of Australian truffles
World-wide production of the black truffle has varied
in the export arena.
between 12 and 40 tonnes annually during the 1990’s.
•
Market intelligence suggests production over the last few
Quality of Truffles
The Responsible Entity will employ modern sivicultural
years has declined below these levels as a series of hot
techniques and experienced personnel to ensure that the
summers have hit the Mediterranean regions of France
best quality truffles are produced.
and Spain.
•
Markets for both fresh and preserved black truffles exist.
Adverse change to consumer attitudes to truffle
consumption.
It is expected that demand will rise with an increased
Risks of investing in the Land Shares include the above
supply. Only when supply can be guaranteed from year
risks and:
to year can new markets, such as Asia and the Middle
•
East be explored.
The prices for the French black truffle do vary from year to
year but little variation is observed within truffle seasons.
Late afternoon during winter 2005 at Hazel Hill
20
Illiquid market for the Land Shares.
INDEPENDENT
EXPERT ’S
REPORT
Grants Pass Oregon
participated in assessment of previous plantings of hazels and
USA 97528
oaks for truffle production in Western Australia, Tasmania
www.mycorrhizae.com
and New Zealand. In 1997, Dr. Amaranthus prepared the
expert opinion report for Hazel Hill Pty Ltd which offered
Directors
investors the opportunity to invest in Hazel Hill Truffle
Watershed Premium Wines Ltd
Project now an established a plantation of hazel trees
PO Box 893
(Corylus avellana) and oaks (Quercas spp.) in Western
Margaret River WA 6285
Australia. This project is presently producing semi
7 December 2005
commercial quantities of the French black truffle (Tuber
melanosporum) in the Manjimup area.
I N T R O D U C T I O N
T H E
This report has been prepared for the Oak Valley Truffle
Project by Dr. Mike Amaranthus, President Mycorrhizal
P R O P O S A L
Investors are invited to subscribe for shares and growing lots
Applications Inc. and adjunct Associate Professor Oregon
for production of the French black truffle in Western Australia.
State University who has been commissioned to provide an
The growing lots are to be established within a proposed
independent technical assessment of the project and the
truffière establishment of 74.8 hectares in the year 2006.
project methodology concerning site selection,
establishment, management, risks and anticipated yields. The
The Project proposes to grow hazel and oak trees for
project seeks to establish a plantation of hazel (Corylus
production of export quality Tuber melanosporum. Recent
avellana) and oaks (Quercus spp.) trees on 75 hectares near
reports from another truffiere Hazel Hill in the Manjimup
Manjimup in Western Australia to facilitate production of
area with similar soil and site conditions indicates that some
the French black truffle (Tuber melanosporum).
truffle production can occur within 5 years of establishment
and that semi-commercial yields can be achieved within 7
The president of Mycorrhizal Applications Inc, Dr. Mike
years. Truffle production in west Australia is an emerging
Amaranthus is an expert in soil biology and has over 20
industry with great potential for expansion.
years research experience as a scientist with United States
Department of Agriculture and Oregon State University. Dr.
Knowledge regarding the Australian industry and its
Amaranthus’s professional expertise includes American and
prospects is based largely on truffle research and operational
trials conducted by Dr. Nick Malajczuk of Treetec
international research on edible fungi. He has previously
Consulting. Hazel Hill operations led by Dr. Nick Malajczuk
assessed potential truffle producing areas in Australia, New
has recently discovered unique cultural management
Zealand, France, Italy, and Spain. Dr. Amaranthus also has
programs implemented on parts of the HH truffiere that has
extensive soil biology experience in Australia, Costa Rica,
produced exceptional truffle yields. Dr. Nick Malajczuk is a
Mexico, Canada and Thailand. In 1996, he was appointed an
world leader in growing black truffles and his success and
Adjunct Associate Professor at Oregon State and supervises
experience are driving optimistic outlooks for commercial
Masters and PhD students in various aspects of soils and
yields in the industry in west Australia.
biology. He has published over 70 research papers in
national and international journals and books. In 1998, he
B A C K G R O U N D
received the United States Department of Agriculture’s
highest award for scientific achievement.
Truffles first appeared in French cuisine during the
Dr. Amaranthus has frequently inspected areas to be planted
Renaissance, however their appreciation dates back much
with hazels and oaks for truffle production and has
earlier to Greek and Roman times. Truffles were recognised
21
as early as 1600 BC. Later Roman and Greek writers, such as
In the early 1970’s French researchers successfully colonized
the poet Juvenal (AD 60-140) and Plutarch (AD 46-120),
the roots of tree seedlings with truffle spores thus increasing
noted the association of water, heat, lightning and truffle
the chances that the trees would produce truffles. When a
formation. Theophrastus suggested that truffles were always
truffle spore comes into contact with one of the fine rootlets
found in the ground beneath a particular plant suggesting an
under a hazel or oak, it sends out long, microscopically thin
association with the roots. Eventually in 1588 spores were
filaments that wrap around the root. Under magnification
confirmed as the fungal propagule or “seed” by the Italian
this root tip transforms into branched, swollen, minutely
philosopher Gianbattista della Porta. In 1868, the French
puzzled surfaces, chestnut coloured appendages on the feeder
botanist Gaspard A. Chatin separated truffles into taxonomic
root system. The swollen tip is called a mycorrhiza, derived
groups and discussed their observed differences. He
from the Greek words meaning “fungus root”. It is part of
suggested that truffles formed symbiotic associations with
both truffle and tree.
trees and tentatively suggested they could be cultivated.
Like all fungi, truffles are unable to synthesize sugars and
Soon after, in 1885, A.B. Frank documented ectomycorrhiza
other carbohydrates. The ordinary white button mushrooms
in the association between Tuber aestivum (Burgundy truffle)
colonize dead plant matter and are grown commercially on
and plants.
compost. Black truffle fungi are symbiotic and draw their
Tuber melanosporum, the French black truffle originates from
carbohydrates directly from certain trees before entering a
the Perigord and Provence regions of France. Scientifically
saprophytic stage. They use this energy to construct
the species is classified as belonging to the genus Tuber,
filaments that push through the soil and gather moisture and
family Tuberaceae, order Tuberales, class Discomycetes,
nutrients which are, in turn, used to nourish the tree. Many
subdivision Ascomycotina, division Eumycota, Fungi
truffles are quite specific to certain forest, climate and soil
kingdom. Truffles are, in layman’s terms, mushrooms that
conditions.
grow naturally underground rather than above-ground. A few
truffles other than Tuber melanosporum, are also highly
The systematic planting of a truffière with trees roots
prized as edibles including Tuber magnatum, the Italian
colonized with the fungus Tuber melanosporum has been
white truffle. The Italian white truffle differs in its
successful in producing truffles. Truffieres established in
ecological requirements and has been much more difficult to
Italy, France, Spain, USA, west Australia, New Zealand and
produce in a truffière compared to Tuber melanosporum.
Tasmania are now producing truffles. However, it is
Tuber aestivum, Tuber bumale and Tuber uncinatum are also
unknown what proportion of the world’s production of
commercial truffles native to Europe but have far less value
edible truffle species are produced in the “wild” vs managed
than Tuber melanosporum.
truffiere.
Truffles have a unique aroma and taste that accounts for their
Research has demonstrated that while there are various tree
high price. Their flavour can permeate many foods and a little
genera which will host Tuber melanosporum, Quercus (oak) and
truffle can go along way in “flavouring” a meal. Truffles come
Corylus (hazel) are preferred for the truffiere. Of these, Corylus
in a variety of shapes and sizes. On the surface they resemble
avellana (European hazel) has become the most popular species
a potato and range in size from a pecan to larger than a tennis
because the tree or bush, depending on how it is trained, is
ball. A recent truffle from the HH site is considered to be the
fast growing and the black truffle grows tenaciously on its
largest black truffle ever harvested outside France weighing in
roots, which are shallower than the oak’s. Its life expectancy as
at over a kilo! Internally truffles have a marbled, convoluted
a truffle producer is estimated at 30 years and some fruiting of
appearance that darkens with age. Tuber melanosporum is black
the truffle can occur as early as four years with production
like coal with a faceted pyramidal surface that gives it the
increasing rapidly during the first 5 years of fruiting. Recent
nickname “Black Diamond”.
exponential increases in production at the Hazel Hill,
22
Manjimup truffiere between 5 and 7 years indicates such
Factors that may have contributed to the reduction in the
increases are possible and probable in west Australia. Various
historic availability of truffles should continue to limit
oak species, thought to have an even greater longevity in
production from “wild” areas in the future. These include
producing truffles have also fruited Tuber melanosporum in
changes in land use, pollution and climate change. In the
west Australia at the Hazel Hill truffiere and will be included
early part of the 20th century, truffle production declined as
in the planting by Truffle Projects Pty Ltd.
a result of the destruction of habitat and other factors
during World War 1 (931 tonnes in 1914 to 166 tonnes in
In Europe, Périgord black truffles are available fresh from
1919 and similar effects occurred following World War II).
November to March with the peak of the season generally
Local land-use changes, such as shifts in urban and rural
considered to be between January 15 and February 15.
living have reduced the habitat for black truffle production.
European wholesale prices for T. melanosporum are generally
Historically, Europeans cleared out understory vegetation for
in the range of $ 600-1200 kg -1 but this varies according to
fuel wood which helped maintained habitat for the black
availability. Demand for Tuber melanosporum in the finest
truffle. Management of natural forest areas for truffle
restaurants continues to grow worldwide and is likely to
production is rarely practiced in Europe today. Regardless,
inflate prices in the future. This is particularly true during
current production is estimated to be less than 10% that of
the period from April to October when fresh black truffles
the early twentieth century.
are not available.
In its native range, Tuber melanosporum grows on basic soils
Tuber melanosporum occurs naturally in France, and in parts of
where rainfall is 600mm to 1500 mm a year. Mean daily
northern Italy and Spain. Estimates of truffle production since
temperatures in winter range from 2 o C to 8 o C. Mean daily
the Napoleonic wars are only approximate. However, estimates
temperatures in summer range from 16.5 o C to 22 o C.
indicate truffle production increased from 1500 tonnes in
Contrary to popular opinion Tuber melanosporum occurs
1860 to 2000 tonnes in 1890. Other sources indicate a
across a variety of soil physical and chemical properties. In
worldwide production of 1000 tonnes during this period.
New Zealand, for example, truffles have been produced on
Whatever the actual production figures were, they suggest that
trees grown on beach sand as well as on basaltic soils. What
harvesting from the wild has declined dramatically over the last
is common across natural producing areas is a high soil pH
century (see table below). Harvest of the Périgord truffle
and abundant available calcium. The desired soil condition
ranged from 12 and 40 tonnes annually during the 1990s.
for developing a truffière is a high pH and well aerated
Estimates for production in 2005 have been as low as 8 tonnes.
granular soil with a moderate level of organic matter (up to
Such dramatic declines in production point to the need for
10 %). Other soil characteristics of European truffières
increased for production in managed truffieres.
include high levels of plant available Mg, moderate levels of
P and low level of Na. Although the great majority of
Annual production of the French Black truffle from 1903
Australian soils are very low in key plant nutrients,
to 1975.
particularly P, this can be readily corrected to recommended
1000
level. Results at Hazel Hill indicate nutrient levels can be
Total production (Tonnes)
800
managed that will promote subsequent growth and
600
development of both mycorrhizal fungus and host plant.
Irrigation is also needed for adequate root development and
400
prevents extended periods of soil drought.
200
Truffles are now being successfully grown in truffière in
0
1900 05
10
15
20
25
30
35
40
45
50
55
60
65
70
France, Spain, Italy, New Zealand, West Australia, Tasmania
75
Year
and the USA. Production in West Australia, at Hazel Hill
23
near Manjimup has increased exponentially in the last 3
add approximately 100 tons of lime per hectare to increase
years and new insights into promoting fruiting of the truffle
the soil pH to 7.5 to 7.9 for the successful production of
should bolster increased production levels in the foreseeable
truffles and to reduce the chance of invasion of other
future. What is required to produce truffles is the climate,
ectomycorrhizal fungi. Frequent monitoring and potential
presence of suitable host species, careful preparation and
reapplication of 5-10 tons of lime or hydrated lime per
maintenance of soil conditions and the scientific expertise to
hectare may be necessary over the course of the
rigorously monitor the abundance and distribution of the
establishment period. Dolomitic lime (calcium magnesium
desired Tuber mycorrhiza and the health of host species.
carbonate) should be used in combination with calcium-only
Optimising truffle production requires both knowledge,
sources of lime to maintain magnesium levels on cation
experience and scientific expertise into the factors that
exchange sites and prevent magnesium deficiencies. The high
initiate and promote truffle fruiting.
pH in these soils can have a major influence on the reducing
of availability or iron, zinc, manganese, and boron. Like the
L O C A T I O N
A N D
S I T E
O F
Hazel Hill site, great care has to be taken in creating and
T R U F F I E R E
maintaining a suitable pH for a truffière while maintaining
C O N D I T I O N S
the nutrition of the hazel and oak trees. A pH meter can be
The property for the venture is located on land near
used to test soil pH, but many of the other tests can be
Manjimup, Western Australia about 300 km southwest of
carried out only by a well equipped laboratory. Foliar and
Perth. The proposed truffière will be established on
soil testing will be necessary bi-annually to monitor the
Appadene road, approximately 10 kilometers south west
nutrition of the truffière. A successful testing program is in
of the Manjimup townsite. The Project will be located on
place at the Hazel Hill site and should be utilized for the
soil, site and irrigation conditions similar to an existing
Truffle Projects Pty Ltd truffière.
truffière, the Hazel Hill Project. Hazel Hill truffière
The property receives approximately 1100 mm of annual
comprises 21 ha which were planted to hazels and a
rainfall occurring predominately in the winter months. The
minimum amount of oaks that are now 8 years of age. The
mean winter temperatures are 10°C and the mean summer
trees were planted at the rate of 600 trees per ha and a
temperatures are 28°C. The surface soil is a loam with
similar management strategy will be applied at the proposed
moderate levels of organic matter, well drained and has loose
Truffle Projects Ltd Manjimup site. Recent inspection of the
structure ideally suited for black truffles. The subsurface is a
Hazel Hill site indicates that the hazel and oak trees are
denser clay loam about .5 meters beneath the surface layer.
healthy and the corresponding Tuber melanosporum
The Truffle Projects Pty Ltd site climatic conditions
mycorrhiza are present and actively growing.
approximate areas in France, Italy and Spain that produce
black truffle with a combination of cool winters and warm
S O I L
A N D
summers without the extremes of temperatures.
C L I M A T E
The proposed site is gently undulating and over 60% of the
I R R I G A T I O N
property has been cleared. It has been regularly grazed by
W A T E R
S U P P L I E S
cattle and has good pasture development. The property was
cleared from native forests 60 years earlier.
Water from a dam with a minimum water license of 150
In contrast to truffle producing areas in Europe, where high
mega litres will secure water for the project. Monitoring of
pH soils are common on limestone soils, soils in Manjimup
the sodium content of the water will be implemented
area tend to have relatively low pHs. The current pH of the
annually to ensure that water is of sufficient quality not to
proposed site is approximately 6.0 and it will be necessary to
hamper development of the black truffle fungus.
24
P L A N T I N G
M A T E R I A L S
I N F E C T I O N
A N D
will be applied as both compound fertiliser near the base of
P R O C E D U R E S
the trees and through the irrigation and liquid fertiliser. A
special fertilizer blend developed at Hazel Hill will be added
Treetec Consulting Pty Ltd has been successfully producing
to the trees after three years to stimulate the fruiting of the
inoculated seedlings of oak and hazel for nearly a decade.
black truffle fungus.
The seedlings produced to date have been well infected with
the black truffle fungus at planting. Treetec Consulting Pty
The strips between the rows will be sown to legumes and
Ltd has now established a quality control program that
grasses to stabilize the soil and provide evidence of future
includes ongoing routine molecular genetic testing of
brulè development.
individual truffles used as inoculum in Western Australia.
Mycorrhizal Application Inc. has reviewed Truffle Projects
Furthermore, the Truffle Projects Pty Ltd will use only
Pty Ltd methodologies for the trufferie establishment and
Australian grown and genetically tested black truffles as
maintenance and concludes that the system used to establish
inoculum, or whole, (not powdered) imported truffles (that
the black truffle fungus on the roots of hazel and oak in this
have been DNA tested) to prevent the possibility of
Project is appropriate for the achievement of successful
accidental introduction of propagules of undesirable
establishment of tree and fungus and subsequent truffle
organisms and non commercial truffles.
production.
T R U F F E R I E
M O N I T O R I N G
C O N F I G U R A T I O N
The Project provides for annual inspections by an expert
The trees, both hazel and oak, will be planted in the winter of
who reports to the Responsible Entity. These inspections will
2006 following site preparation. Row width will vary slightly,
focus on trufferie health, insect & weed control. Roots
but will be 5 metres apart and trees will be spaced 4 metres
samples will be taken to observe the development of the
apart along the rows giving a stocking of 500 trees per hectare.
black truffle fungus. DNA testing will be carried out to
Following tree establishment the trufferie will be irrigated,
ensure that the black truffle fungus is persisting and
fertilised and maintained to maximise the growth of the
developing on the roots of hazel and oak.
black truffle fungus for future years.
M A N A G E M E N T
Checks of black truffle fungus growth and mycorrhizal
development including DNA testing will be undertaken in
Mycorrhizal Applications Inc. and Truffle Projects Pty Ltd
the autumn following planting to ensure that conditions are
executives are professionally qualified and experts in their
conducive for fungal growth. Tree survival will be monitored
field. The Project brings together a mix of long time
and will be in-filled during the following spring.
E S T A B L I S H M E N T
E X P E R T I S E
experience in successful project management.
The Manager has also acquired the services of experienced
A N D
consultants at Treetec Consulting, worldwide experts, to
M A N A G E M E N T
provide advice on irrigation, fertilisation and truffle
The trufferie will require regular weed control, consisting of
management.
strip spraying and mechanical slashing and post planting
Treetec Consulting has also experience in the training of
weed control.
truffle seeking dogs and the harvest of truffles.
Fertiliser requirements are known for oak and hazel trees and
an adequate fertiliser regime has been developed. Fertiliser
25
T R U F F L E
Y I E L D S
marketing. These assumptions are consistent with current
industry practices and are considered reasonable.
Harvests for the purpose of the Financial Forecasts are to
Mycorrhizal Application’s Inc. assessment of the project’s
start when the trufferie is 6 years old with peak production
methodology for site selection, truffle establishment and
being reached in year 12.
maintenance and management indicate that potential risks to
Estimated T. melanosporum yield in kg per hectare for
returns will be minimised, although returns are sensitive to
years 1-12
actual price, yield and taxation treatment.
80
F E E S
70
In my opinion the fees payable to the Responsible Entity are
60
a sufficient and commercially realistic amount to ensure that
50
the important establishment and maintenance phases are
40
properly performed. The fees are in accordance with
30
reasonable standard industry costs and practices.
20
10
T H R E A T S
0
yr 0-5
yr 6
yr 7
yr 8
yr 9
yr 10
yr 11
F A R M I N G
yr 12
T O
I N
T R U F F L E
A U S T R A L I A
In Australia, the most significant potential barrier to
Research and actual harvest data collected by Treetec
producing Tuber melanosporum is via competition and
Consulting suggests that a Mediterranean environment such
eventual replacement with mycorrhizal fungi established on
as that at Manjimup will produce truffles, provided good
native Eucalyptus tree species. Research by Treetec
quality soils and correct truffle management is available.
Consulting indicates that the mycorrhizal associates of native
Mycorrhizal Application Inc. is of the opinion that the above
Eucalyptus will not colonize hazel seedlings. Monitoring at
table of yield estimates is achievable. The yield best estimates
Hazel Hill indicates native Eucalyptus mycorrhizal fungi do
used by Truffle Projects Pty Ltd are conservative and are
not establish on truffiere trees.
made on reasonable grounds.
However, mycorrhizal seedlings once planted in the field can
be colonized by other non indigenous fungi. Hebeloma and
H A R V E S T
A N D
M A R K E T I N G
Scleroderma do occur in west Australia truffieres and there is
C O S T S
risk for various other Tuber species to occur. The single
Harvest costs have been estimated on the basis of costs for
greatest threat to the truffle industry in Australia is the
similar labour requirements and the costs of training and
deliberate or accidental introduction of the Chinese black
maintaining dogs for truffle harvesting. These cost are
truffle (Tuber indicum), or other related species, that are
representative and are based on reasonable grounds.
considered in the market as greatly inferior to the Périgord
truffle. Substitution of Chinese black for Périgord truffles
F I N A N C I A L
continues to occur in Europe and T. indicum has become
A N A L Y S I S
established in European truffières as a result of the
The financial forecasts are based on assumptions for yield,
inadvertent use of material as inoculum. The economic
length of investment, price of truffles, costs for
consequences of the establishment of T. indicum in Australia
establishment, maintenance, land licensing, harvesting and
would be most significant: firstly, in undermining the
26
confidence of the market, where buyers could no longer be
to have an effect. In the successful locales, average day
certain of the fidelity of the product, and; secondly, as an
length in the summer is approximately fifteen hours, with
additional ectomycorrhizal competitor of T. melanosporum.
the shortest day in winter being about ten hours. Day
Tuber aestivum, Tuber brumale and Tuber maculatum have
lengths in Manjimup approximate these conditions.
also demonstrated the ability to invade Tuber melanosporum
The temperature range for a truffière should be a maximum of
truffières in Europe. These Tuber species are currently not
about 30°C in the summer and a minimum of 2°C in the
present in west Australia so risks are currently low.
winter. The fungus will survive occasional temperatures as high
To prevent the introduction of non desirable Tuber species,
as 40°C and as low as -1°C, but sustained temperatures at
Australian Truffle projects Ltd will perform routine molecular
these extremes will be detrimental to good growth of the
genetic testing of individual truffles used as inoculum in
fungus. Generally hot summers with some precipitation and
Western Australia. Given that the identity of some imported
cool wet winters are the preferred climate. In areas of naturally
material powder truffle inoculum is uncertain, it will not be
producing trees in France, the average rainfall is about 1250
used as inoculum. In my opinion, it would be most desirable
mm per year. It is important to note, however, that some of
if further truffières were established using only Australian
this rain is typically in the hot summer months. Successful
grown and genetically tested black truffles as inoculum, as
truffière outside of France, such as Hazel Hill, indicate that
whole imported truffles (that have been tested) to prevent the
supplemental irrigation can provide satisfactory results. These
possibility of accidental introduction of propagules of
requirements are critical and the hazel is in particular need of
undesirable organisms. Any importation of inoculum into
adequate moisture due to their shallow root systems. As the
Australia should require DNA confirmation of individual
trees grow, the water requirements increase, but at the same
sporocarps prior to preparation of inoculum. The provision of
time trees shade the ground to provide protection from
seedlings inoculated with a guaranteed source of inoculum is
evaporation of moisture from the soil. It is also important that
an appropriate step toward a sustained yield of target Tuber
infected trees not be subjected to long periods of saturated
species and is the greatest advantage to truffiere development
soils; soils are best loose and well drained. All of these
by Australian Truffle projects Ltd.
conditions can be realized by cultural practices as indicated by
successful implementation of such program at Hazel Hill.
Because of the extensive planting of pine and other exotic
mycorrhizal tree species it is impossible to totally eliminate
The low pH of the Manjimup soils must be elevated to the
some invasion of mycorrhizal species into the truffière.
mid to high 7 levels to support Tuber melanosporum
However effort must be taken to insure that Tuber
development. Soils on the project will need to be artificially
melanosporum mycorrhiza remain dominant and vigorous.
amended to attain this level. There are some advantages to
Some presence of other mycorrhizal fungi may not necessarily
starting with low pH and elevating to high pH at a
reduce production of truffles by mycorrhizal seedlings. For
particular site. In the lower pH soil, the change induced by
example recent observations in New Zealand indicate the
the addition of lime will tend to stifle the locally occurring
Tuber melanosporum trufferie with the greatest truffle
fungi, which are accustomed to the more acidic soil. This
production (>200 kg/hectare) occurred on a site with a
activity selects against other mycorrhizas that may have
significant amount of other ectomycorrhiza present. Abundant
occupied the site and creates ideal conditions for the
fruiting of other mycorrhizal fungi may be an indication of
aggressive establishment of the target mycorrhizal fungus
favourable conditions for Tuber melanosporum as well.
Tuber melanosporum. It may be necessary to add lime
annually to maintain the essential high pH.
Numerous factors influence the suitability of a site for black
truffle production. Discussions with other researchers
Other threats include mycophagy by animals and, indirectly,
indicate day lengths during various times of the year appear
pests and diseases of host plants. Bandicoots (Isoodon
27
obesulus) have been problematic as truffle thieves in
western United States P. ramorum has caused widespread
Tasmania. Vermin proof fencing is would be essential to
mortality in a much wider range of host plant families and
limit native animal mycophagy. Also, losses of truffles by
genera, including Quercus spp. Whereas the known host
insect damage have occurred in New Zealand and the use of
range of P. ramorum does not include oaks of the section
whole imported truffles as inoculum presents the possibility
Quercus, that includes Old World species, the aerial biology
of introducing insect pests that feed directly on Tuber spp.,
and wide host range of P. ramorum may make it a greater
such as the Truffle flies (Helomiza spp.). In Australia,
hazard to truffle hosts than P. quercina, in the event of
collections of native truffles are frequently found to be
introduction to Australia.
infested with larvae of flies and/or beetles, but it remains to
be determined whether fungal utilisation of Australian
C O N C L U S I O N
insects extends to introduced truffles.
The Project’s projections on returns are based on
There are also potential threats to the hazel trees themselves,
assumptions for truffle yield, price, costs for establishment
Among insect pests, big bud mite (Phytoptus avellanae; Acari,
and maintenance, transport and processing. These
Phytoptidae) may be the most important pest of Corylus
assumptions are consistent with current industry practices
avellana in south-eastern Australia, and is among the most
and are considered reasonable. Mycorrhizal Application Inc.
important of pests of hazel in Europe and North America,
assessment of the Truffle Projects Pty Ltd methodology for
where it causes death of buds and new shoots, but not the
site selection, plantation establishment and maintenance
whole plant. Bacterial blight, Xanthomonas campestris pv.
and management indicates that the Project will be
corylina, a serious disease of hazel, was first recorded in
economically viable and potential risks to returns will be
south-eastern Australia in 1980, although it has probably
minimized, although returns are sensitive to price, yield
been present for much longer. For oaks, Oak Mildew, causal
and taxation treatment. Truffle Projects Pty Ltd projected
agent Oidium quercinum (Microspharea alphitioides), is
yields are considerably less than the New Zealand recent
introduced to Australia, but does not appear to overly effect
experience of 240kg per hectare and the projected
plant growth. However, more virulent isolates of the fungus,
wholesale price
perhaps in concert with changed environmental conditions,
into Europe A$1500/kg is less than the values realized
have caused significant damage and losses of trees in South
from New Zealand and Tasmanian truffle sales. The base
Africa and in Europe. and is a major disease of oak seedlings
figure of $1500 per kg is the minimum guaranteed price
in Europe. The indigenous Armillaria luteobubalina, that is
that will be paid by Peberye one of the world’s largest
an important pathogen in regrowth Eucalyptus forests, has
truffle traders.
caused damage to Corylus avellana in Australia and has
potential to cause significant disease where truffle hosts are
Truffle farming is in its early stages in various parts of the
planted on land that previously included native vegetation.
world. Because of the time lag between planting the truffière
In south-eastern and south-western Australia generally, shoot
and truffle production there is insufficient time to
die-back of Quercus spp. has been observed but the problem
understand all the possible problems in production. Many
has not been investigated and causal agent/s have not been
truffières are now producing, including nearby Hazel Hill
identified. In Europe, Phytophthora quercina is believed to be
and it is likely that in the next decades those who were aware
the principal cause of oak decline and has been isolated from
of the tremendous economic potential will benefit greatly
the roots of Q. robur, Q. petraea, Q.ilex, Q. cerris and Q.
from their foresight. I believe, black truffle production will
pubescens, that are all preferred hosts for Tuber melanosporum
occur under hazel and oak if the correct infection procedure
in truffières. Phytophthora ramorum has is a pathogen of
is carried out and attention is paid to, nutrient, water
Rhododendron and Virburnum in Europe, whereas in the
management, maintaining correct edaphic parameters
28
essential for black truffle growth and development and
trufferies in other countries. Certainly those three
continual monitoring of possible competitors. New insight
conditions are met by the project that is the subject of this
and recent success in triggering truffle fruiting in nearby
report. Most importantly, increased understanding of
Hazel Hill truffiere has created an optimistic outlook for
specific cultural practices and successful implementation of
economic success for Truffle Projects Pty Ltd.
those practices to trigger fruiting at a nearby truffiere has
created an exceptional opportunity for the proposed
project.
S U M M A R Y
The literature dealing with Perigord black truffle production
Mike Amaranthus B.Sc. MS, Ph.D.
suggests that the availability of suitable soils, adequate water
President Mycorrhizal Applications Inc.
quality and skilled management in the Manjimup
PO Box 1181
environment is capable of producing good quality truffles
Grants Pass, Oregon 97528
with yields equivalent to those obtained in well managed
[email protected]
29
INDEPENDENT
ACCOUNTANT ’S
REPORT
Bird Cameron Corporate Pty Ltd
E-mail: [email protected]
8 St Georges Terrace Perth WA 6000
Direct line: 9261 9447
GPO Box R1253 Perth WA 6844
AJG:SET
T +61 8 9261 9100
F +61 8 9261 9101
www.rsmi.com.au
24 March 2006
The Directors
Truffle Properties Limited
C/- Thomson Fisher & Co
Level 2
677 Murray Street
WEST PERTH WA 6005
Dear Sirs
I N D E P E N D E N T
1
A C C O U N T A N T ’ S
R E P O R T
Introduction
1.1
This report has been prepared at the request of the directors of Truffle Properties Limited (“Truffle Properties” or
“the Company”) for inclusion in the Oak Valley Truffle Project 2006 PDS / Prospectus in relation to an offer for
1,311,992 ordinary shares in the Company at an issue price of $2.00 per share to be dated on or about 24 March
2006.
1.2
This report has been prepared in accordance with the general disclosure requirements of the Corporations Act
2001 to assist investors to make an informed assessment of the financial position of the Company.
1.3
The future prospects of the Company, other than the preparation of a pro forma consolidated balance sheet,
assuming completion of the proposed transactions, are not addressed in this report. This report also does not
address the rights attaching to the shares to be issued pursuant to this Prospectus, nor the risks associated with
the investment.
1.4
Prospective applicants may participate by applying for Parcels of 3,508 Shares at a cost of $7,016.
1.5
Prospective applicants are obliged to apply for both a Trufferie and 3,508 shares. It is not possible to apply for
1.6
Pursuant to this Prospectus, 374 Parcels of Shares will be offered to investors. There will be no oversubscriptions
either a Trufferie or Shares separately although the shares can be held in a different name to the Trufferie.
offered.
30
2
Scope of Examination
2.1
You have requested RSM Bird Cameron Corporate Pty Ltd to prepare an Independent Accountant’s Report on
the following for the Company:
•
audited balance sheet as at 31 December 2005; and
•
unaudited proforma balance sheet as at 31 December 2005 assuming completion of the capital raising and the
transactions summarised in note 1(e) to the financial report.
2.2
The financial information has been prepared and presented in accordance with the Australian equivalents to
International Financial Reporting Standards (“A-IFRS”).
2.3
The audit of Truffle Properties for the period ended 31 December 2005 was conducted by RSM Bird Cameron
Partners. The audit report was unqualified.
2.4
Our review has been conducted in accordance with Australian Auditing Standards AUS 902 “Review of Financial
Reports”. We made such enquiries and performed such procedures as we, in our professional judgement,
considered reasonable in the circumstances including:-
2.5
•
an analytical review of the financial information;
•
review of the application of accounting standards and policies;
•
examination of financial records; and
•
enquiries of management.
These procedures were substantially less in scope than that would be required in an audit examination conducted
in accordance with Australian Auditing Standards, thus the level of assurance provided is less than that given in
an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
3
Background
3.1
Truffle Properties was incorporated on 14 September 2005 with three $1 shares on issue.
3.2
On 17 December 2005 the Company entered into an Offer and Acceptance to acquire land, being Lots 10 and
11 Appadene Road, Manjimup (“the Land”) for a purchase price of $1,700,000 plus stamp duty of $85,500.
Funding for the Land purchase was provided primarily by a share issue, vendor finance and bank finance.
Settlement took place on 15 March 2006.
3.3
On 19 January 2006 the Company issued an Offer Information Statement for the issue of 1,250,000 ordinary
shares in the Company at an issue price of $1 for each ordinary share. The funds raised from this share issue are
to be used to assist in the acquisition of the land and the repayment of the vendor finance.
3.4
The funds raised from this PDS/ Prospectus share issue are to be used to repay bank borrowings of $706,000 and
to improve the Land through irrigation, road works, drainage and the planting of truffle inoculated Oak and
Hazelnut trees. The improvements have an estimated cost of $1,657,218.
4
Subsequent Events
4.1
Apart from the matters dealt with in this report, having regard to the scope of our work, to the best of our
knowledge and belief, no material transactions or events outside the ordinary business of the Company has come
to our attention that are not otherwise disclosed in this PDS / Prospectus, which require further comment upon
or adjustment to, the information referred to in this report, or which would cause the information in this report
to be misleading.
31
5
Opinion on historical and pro forma financial information
5.1
In our opinion, based on our review, which is not an audit, nothing has come to our attention that causes us to
believe that the financial information set out in the Appendix to this report does not present fairly:
5.1.1 the audited balance sheet of the Company as at 31 December 2005; and
5.1.2 the unaudited proforma balance sheet of the Company as at 31 December 2005 adjusted to include funds
proposed to be raised pursuant to the PDS / Prospectus and the completion of the transactions
summarised in Note 1(e) to the financial report.
6
Declaration
6.1
RSM Bird Cameron Corporate Pty Ltd is a licensed investment adviser under the Corporations Act 2001 and is
beneficially owned by the partners of RSM Bird Cameron, a large national firm of chartered accountants.
6.2
Mr A J Gilmour CA is a director and authorised representative of RSM Bird Cameron Corporate Pty Ltd and a
director of RSM Bird Cameron. He has professional qualifications and experience appropriate to the advice
offered.
6.3
RSM Bird Cameron Corporate Pty Ltd has acted as Independent Accountant for the Company but has not been
involved in the preparation of any other part of this Prospectus. Accordingly, we make no representations as to
the completeness and accuracy of the information in any other part of this Prospectus. RSM Bird Cameron
Corporate Pty Ltd has not made and will not make any recommendation, through the issue of this report, to
potential investors of the Company as to the merits of the investment.
6.4
RSM Bird Cameron Corporate Pty Ltd will receive a fee for the preparation of this report based on actual hours
spent on the assignment at normal professional rates. RSM Bird Cameron Partners are the auditors of the
Company and will receive professional fees in relation to the statutory audit of the Company. With the exception
of the above fees, neither Mr A J Gilmour, RSM Bird Cameron Corporate Pty Ltd nor RSM Bird Cameron
Partners will receive any other benefits, either directly or indirectly, from the preparation of this report and have
no pecuniary or other interest which could be regarded as affecting the ability to provide an unbiased opinion in
relation to the proposed transaction.
6.5
RSM Bird Cameron Corporate Pty Ltd has consented to the inclusion of this report in the Prospectus in the
form and context in which it appears. At the date of this report, this consent has not been withdrawn.
Yours faithfully
ANDREW GILMOUR
Director
32
BAL ANCE
As
at
31
SHEETS
December
2005
Notes
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
2
3
Audited
as at
31 December
2005
$
Unaudited
Proforma as at
31 December
2005
$
470
15,000
___________
15,470
___________
3,027,056
–
___________
TOTAL NON CURRENT ASSETS
___________–
___________–
1,785,500
___________
1,785,500
___________
TOTAL ASSETS
15,470
___________
4,812,556
___________
15,497
___________–
15,497
1,306,000
___________
1,321,497
___________
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Property, plant and equipment
4
CURRENT LIABILITIES
Payables
Interest bearing liabilities
5
6
TOTAL LIABILITIES
15,497
___________
(27)
___________
___________
NET ASSETS
EQUITY
Contributed equity
Accumulated losses
7
TOTAL EQUITY
3
(30)
___________
(27)
___________
___________
3,027,056
___________
3,491,059
___________
___________
3,491,089
(30)
___________
3,491,059
___________
___________
The unaudited proforma balance sheet represents the audited balance sheet as at 31 December 2005 adjusted for the
transactions outlined in Note 1(e). The balance sheets should be read in conjunction with the notes to and forming part of the
financial report.
33
NOTES
For
1.
TO
THE
period
FINANCIAL
ended
31
December
REPORT
2005
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This financial report has been prepared in accordance with A-IFRS and other mandatory reporting requirements, except
some of the disclosure requirements have not been included where the information that would be disclosed is not
considered relevant nor material to potential investors.
The financial report has been prepared on an accruals basis and is based on historical costs and does not take into
account changing money values or, except where stated, current valuations of non current assets. Cost is based on the
fair values of the consideration given in exchange for assets.
Reconciliations of the transition from the previous Australian generally accepted accounting principles (“A-GAAP”) to
A-IFRS are not required to be disclosed in this report due to the registration of the Company on 14 September 2005.
(a)
Income Tax
The liability method of tax-effect accounting is adopted whereby the income tax expense is based on the profit
from ordinary activities adjusted for any non-assessable or disallowed items.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred
income tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or
liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be
credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available
against which deductible temporary differences can be utilised.
(b)
Impairment of assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine
whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable
amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the
asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the
income statement.
Impairment testing is performed annually for intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
(c)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown
within short-term borrowings in current liabilities on the balance sheet.
(d)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Taxation Office. In these circumstances, the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
balance sheet are shown inclusive of GST.
34
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(e)
Pro forma financial statements
The pro forma balance sheet has been included for illustrative purposes only. The pro forma balance sheet has
been prepared by adjusting the audited balance sheet to reflect the financial effect of the following transactions as
if they had occurred at 31 December 2005:
(i)
Issue of 1,250,000 fully paid ordinary shares of $1.00 each pursuant to an Offer Information Statement
dated 19 January 2006.
(ii)
Costs of $120,500 associated with the issue of the ordinary shares pursuant to an Offer Information
Statement dated 19 January 2006 have been set off against capital raised.
(iii)
Acquisition of land at a purchase price of $1,700,000 plus stamp duty of $85,500.
(iv)
Funding of land acquisition from cash reserves, refundable deposit, bank borrowings of $706,000 and
vendor finance of $600,000.
(v)
Issue of 1,311,992 fully paid ordinary shares of $2.00 each pursuant to this Prospectus raising
$2,623,984.
(vi)
Estimated costs of $262,398 associated with this offer have been set off against the capital raised.
Audited
As at
31 December
2005
$
2.
3.
4.
5.
Unaudited
Proforma As at
31 December
2005
$
CASH
Cash at Bank (Note 8)
470
___________
3,027,056
___________
RECEIVABLES
Refundable deposit relative to land acquisition
15,000
___________
___________–
PROPERTY, PLANT AND EQUIPMENT
Land at cost
___________–
1,785,500
___________
PAYABLES
Unsecured loan from director
15,497
___________
15,497
___________
The unsecured loan from a director is
interest free and repayable on demand.
35
Audited
As at
31 December
2005
$
6.
7.
INTEREST BEARING LIABILITIES (CURRENT)
Secured
(a)
Bank loan
(b)
Vendor loan
Unaudited
Proforma As at
31 December
2005
$
–
___________–
706,000
600,000
___________
___________–
1,306,000
___________
(a)
The bank loan is secured by a registered first mortgage over the land at Lots 10 and 11 Appadene Road,
Manjimup. The loan is an interest only loan repayable in full by 31 July 2006. Interest is fixed at a rate of 7.67%
per annum.
(b)
The vendor loan is secured by a registered second mortgage over the land at Lots 10 and 11 Appadene Road,
Manjimup. The loan is an interest only loan repayable in full by 31 August 2006. The loan balance will be
reduced as and when funds are received by the Company under the Offer Information Statement dated 19
January 2006. Interest is fixed at a rate of 6% per annum on a daily reducing basis.
ISSUED CAPITAL
Number
___________3
1,250,000
–
1,311,992
___________–
2,561,995
___________
As at 31 December 2005
Fully paid ordinary shares of $1.00 each
issued pursuant to an Offer Information
Statement dated 19 January 2006
Costs associated with 19 January 2006 Offer
Information Statement share issue
Fully paid ordinary shares of $2.00 each issued
pursuant to this Prospectus
Costs associated with: this share issue
36
___________3
___________3
–
1,250,000
–
(120,500)
–
–
___________
___________3
2,623,984
(262,398)
___________
3,491,089
___________
Independent
Review
Consolidated
as at
31 December
2005
$
8.
RECONCILIATION OF CASH
Cash balance at 31 December 2005
Funds raised pursuant to Offer Information Statement
Costs associated with Offer Information Statement capital
Raising
Acquisition of land
Funds raised pursuant to this Prospectus
Capital raising costs pursuant to this Prospectus
Proforma cash position
9.
Unaudited
Proforma
Consolidated
as at
31 December
2005
$
Note
2
1(e)(i)
1(e)(ii)
1(e)(iv)
1(e)(v)
1(e)(vi)
470
1,250,000
(120,500)
(464,500)
2,623,984
(262,398)
___________
3,027,056
___________
RELATED PARTY INFORMATION
(a)
Names of Directors
The names of directors of Truffle Properties as set out in the Corporate Directory of the Prospectus are:
Geoffrey Thomas Barrett
Walter John Edwards
Nicholas Malajcznk
(b)
Directors holdings of shares, director’s remuneration and other directors’ interests are set out in the Additional
Information section of this Prospectus
37
RESPONSIBLE
R E S P O N S I B L E
ENTIT Y
E N T I T Y
A N D
PROJECT
FEES
payable under the Project Operations Agreement, and the
annual Rent, as payable under the Lease. For details of the
Under the Project Operations Agreement, all Management
amounts, refer to table below and page 44.
Fees are paid to the Responsible Entity.
Invoices for Project Fees will be sent directly to Growers by
The Responsible Entity will also receive fees for inspections,
Truffle Properties Limited and the Responsible Entity.
the copying of documents and the assignments of Growers’
Truffle Properties Limited will present a pro forma of the tax
interests as provided in the Rules and $1,000 or less
invoices for checking by the Responsible Entity before they
remaining on termination.
are sent. Each tax invoice will show GST separately.
The Responsible Entity will be indemnified from the
A Grower’s failure to pay the annual Project Fees may result
Grower’s Receipts, from and against the Prescribed
in termination of the Grower’s Project Operations Agreement
Proportion of any expense or liability that may be incurred
and the Lease.
by the Responsible Entity in legal proceedings in respect of
the Project, except to the extent that any such expense or
Years 4-20
liability is attributable to any breach by the Responsible
Management Fees for Years 4-20 inclusive will increase
Entity of its duties under Section 601FC or elsewhere in the
annually by either 3% or the Consumer Price Index,
Corporations Act.
whichever is the greater and are payable in arrears on or
If the Project is taxed pursuant to the Tax Act, the
before 1 June in each relevant year.
Responsible Entity will be indemnified from the Prescribed
Proportion of that liability out of the 2006 Grower’s
O T H E R
Receipts.
F E E S
Each Grower must pay the Prescribed Proportion of the costs
The Responsible Entity is required to pay for any additional
of any meeting that may be called.
fees in relation to the Project, including auditor’s fees,
registration and filing fees and the costs of preparing
Each Grower who wishes to copy any document of the
financial reports.
Responsible Entity must pay the fee for the time being
prescribed under Schedule 4 of the Corporations Act.
A N N U A L
P R O J E C T
F E E S
Each Grower must pay a handling fee of $100 (plus GST)
for any deed of assignment of their interest. The Responsible
The Grower must pay annual Project Fees. These annual
Entity reserves the right to index this fee.
Project Fees comprise the annual Management Fee, as
Annual Management Fees Per Trufferie Allotted On Or Before 30 June 2006
Years
Management Fee
Initial Period
1
2
3
4-20
$8,800
$6,600
$4,180
$2,640
See above
On or before
On or before
On or before
On or before
See above
30 June 2006
1 June 2007
1 June 2008
1 June 2009
(including GST)
Due & Payable
38
RESPONSIBLE
ENTIT Y
The Responsible Entity for the Project is Watershed
exercise the degree of care and diligence that a reasonable
Premium Wines Ltd. It has the primary responsibility to
person would exercise if they were in the Responsible
operate the management investment scheme and to perform
Entity’s position and act in the best interests of Growers.
functions conferred on it by the Corporations Act, the
Principally, the Responsible Entity must ensure that the
Constitution and the Compliance Plan. The Responsible
money of the Grower is applied in accordance with the
Entity holds an Australian Financial Services Licence.
Constitution and the Agreements. The Responsible Entity is
The Responsible Entity acts in four capacities:
a party to the Agreements with the right to enforce the
Agreements on behalf of Growers.
(a) as the party issuing Trufferies under this PDS;
(b) as the Grower’s agent for various purposes in relation to
Note that the offer of Trufferies in the Project and the offer
the Project;
of Land Shares are two separate and distinct offers. The
(c) as the head contractor for all services provided to the
Responsible Entity will only be representing the interests of
Grower pursuant to the Project Operations Agreement;
Growers in relation to the offer of Trufferies in the Project
and
and is not and will not be directly or indirectly involved in
(d) as the bare trustee of Application Money, Project Fees,
the offer of Land Shares under this PDS/Prospectus. Those
Receipts and other money.
parts of this PDS/Prospectus dealing with Land Shares
In all of its capacities, the Responsible Entity has a statutory
involve matters between investors and Truffle Properties
obligation under the Corporations Act to act honestly,
Limited.
39
COMPLIANCE
PL AN
The Responsible Entity has prepared a Compliance Plan for
Brian Millmore, B Ec ASIA PNA
the scheme as required by the Corporations Act to ensure that
Brian Millmore is a compliance professional specialising in
it meets its obligations as a Responsible Entity and that the
the banking, funds management and financial planning
rights of Growers are protected. The plan identifies the
industries. He has substantial experience in dealing with
various obligations under the Corporations Act, the
regulatory compliance issues, implementing and managing
Constitution, the Lease and the Project Operations
compliance plans and systems and the development and
Agreement, Marketing and Management Agreement that effect
management of managed funds in both superannuation and
the Responsible Entity, identifies risks of non-compliance and
unit trusts.
establishes measures designed to address these risks.
Brian is a graduate in Economics and holds a Graduate
In particular, the Compliance Plan:
•
•
•
•
Diploma in Applied Finance and Investment and diplomas
in accounting and company secretarial practice
includes measures to ensure the Responsible Entity and
its officers and employees comply with their respective
Anne Thoume, B.Tec, MBA
obligations under sections 601FC to 601FE of the
Anne Thoume has extensive experience in the commerce,
Corporations Act;
banking and the trustee industries. Beginning as a trust
regulates the Compliance Committee’s duties and
officer, and moving into management of Unit Trusts, she has
functions, its members and its meetings and activities;
acted as both Plantation Manager – Trust and Corporate and
ensures the Responsible Entity keeps adequate records
Company Secretary of a major international bank. She has
and complies with the financial reporting requirements
also worked as a senior executive with Perpetual Trustees
of the Corporations Act, and appoints the Auditors;
Australia Limited and as general Plantation Manager of a
addresses related party issues and sets out the Disputes
Singaporean Trust company.
Resolution and Complaints Handling Procedures (see
As a former director of Professional Funds Management Pty
page 41);
•
Ltd Anne was responsible for the day to day operations and
identifies the Project Property, ensures it is held
administration of that company’s trustee and corporate
separately from the property of the Responsible Entity
service division.
and any other scheme; and
•
establishes procedures in relation to this PDS/Prospectus,
Compliance Officer – Bruce Bentley
moneys received under the Constitution, the conduct of
Bruce Bentley is the Compliance Officer for Watershed
business issues, external service providers, the
Premium Wines Ltd and is responsible for the day-to-day
appointment of agents to market Trufferies, insurance
maintenance of the compliance requirements in accordance
and the relationship with the Responsible Entity and the
with the Compliance Plan, the Policy and Procedures
Land Owner.
Manual of Watershed Premium Wines Ltd, and the
Corporations Act.
C O M P L I A N C E
C O M M I T T E E
The Responsible Entity has a Compliance Committee. The
responsibilities of the Compliance Committee are to monitor
to what extent the responsible entity complies with the
Compliance Plan and to report any breaches to the directors
of the responsible entity or in certain cases to ASIC. The
Compliance Committee consists of Brian Millmore, Anne
Yvonne Thoume and Bruce Bentley.
40
DISPUTES
RESOLUTION AND COMPL AINTS
HANDLING PROCEDURE
The Responsible Entity has appointed Bruce Bentley as its
Director of the Responsible Entity is to review the report
Complaints Officer. The Complaints Officer will be instructed
provided by the Complaints Officer and decide as to an
to receive and deal with any expression of dissatisfaction with
appropriate course of action. Once the Managing Director
the service offered or provided by the Responsible Entity
has reached a decision in relation to the Complaint that
whether internal or external, by a Grower or otherwise (a
decision is to be provided to the Complainant together with
“Complaint”) as follows:
the reasons for the decision within 28 days of the Complaint
•
initially being lodged and a copy thereof is to be added to
the Complaints Officer or other person who received the
information regarding the Complaint on the Complaints
Complaint acknowledges the Complaint to the
file. At the same time of advising the Complainant of the
Complainant within 7 days of its receipt;
•
outcome of the Complaint the Responsible Entity will also
the Complaints Officer notes the details of the person
advise the Complainant that they may complain to Financial
making the Complaint (the “Complainant”), including
Industry Complaints Service Limited should the
contact details, and the specifics of the Complaint and files
Complainant be unhappy with the outcome of the
that information in a Complaints File;
•
Responsible Entity’s complaint handling procedure;
the Complaints Officer explains the Complaint handling
•
procedures to the Complainant;
•
unsatisfied, the Complaints Officer is within 14 days, to
the Complaints Officer enters details of the resolution into
prepare a report for the board of the Responsible Entity and
the Complaints File;
•
make arrangements for a meeting of the Board of the
and where appropriate, the Complaints Officer
Responsible Entity to be called within a further 21 days to
communicates with the Complainant to ensure that the
consider the Complaint and to regularly keep the
Complainant remains satisfied;
•
Complainant informed of all developments in relation to
if the Complaint requires investigation or for some other
the resolution of the Complaint;
reason is unable to be so resolved by the Complaints Officer
•
immediately or expeditiously;
•
unsatisfied 7 days after a meeting of the Board of the
Officer is to provide written confirmation to the
Responsible Entity to consider the Complaint, the
Complainant that the Complaint is being investigated in
Complaints Officer shall provide the Complainant with
detail; invite the Complainant to provide any further
information as to appropriate avenues by which the
documentation, information or other materials or details
Complainant can pursue the Complaint including to invite
the Complainant may have regarding the Complaint;
the Complainant to arbitrate or to have the Complaint
inform the Complainant that the Complainant will receive
resolved by Financial Industry Complaints Service Limited;
•
if the Complainant remains dissatisfied the Complainant
the Complaint;
has the right to complain to the Financial Industry
within 21 days of receipt of any Complaint, the Complaints
Complaints Service Limited which is overseen by an
Officer is to conduct a thorough investigation of the
independent Council;
•
Complaint, to properly consider the Complaint and to
•
in the event that the Complainant continues to be
within 7 days of receipt of any Complaint, the Complaints
a response to its Complaint within 28 days of the date of
•
in the event that the Complainant continues to be
each Complaint is handled in confidence and without
prepare a report detailing the nature of the Complaint; the
affecting any legal rights of the Complainant should they
services or business practices about which the Complaint is
remain dissatisfied. ASIC also has a Freecall Infoline 1300
made; the basis for the Complaint; the results of the
300 630 which the Complainant may use to make a
investigation; and a recommendation for action and deliver
complaint and obtain information. Any issues arising from
that report to the Managing Director of the Responsible
complaints that have material ramifications for other
Entity;
Growers shall be reported by the Complaints Officer to the
within 28 days of the Complaint being made, the Managing
Responsible Entity and the Compliance Committee.
41
MATERIAL
P R I N C I P A L
CONTRACT
C O N T R A C T S
DETAILS
bearing), invest that money (and any interest or
accretions on the Receipts) in any Authorised Investment
Upon your application to become a Grower being accepted
(pooled with Authorised Investments made on behalf of
by the Responsible Entity by you being allotted one or more
other Growers), use the Application Money and Project
Trufferies, you will contemporaneously acquire your
Fees in discharging the Grower’s obligations under the
Grower’s Interest and become a party to the following
Agreements and Constitution, and deal with the Receipts
contracts:
in accordance with the Constitution;
•
1. The Constitution;
in relation to the Lease and the Project Operations
Agreement, confirm the Grower as a party, enter
2. The Lease under which you are leased one or more
into contracts varying or replacing either to better
Trufferies; and
achieve the purposes of this PDS/Prospectus, monitor
3. The Project Operations Agreement for Growers under
which you engage the Responsible Entity as an
the performance of Truffle Properties Limited’s
independent contractor to carry out Truffle Farming on
obligations and exercise all rights and powers of the
your Trufferies, planting, cultivating and maintaining
Grower;
•
innoculated oak and hazelnut trees, Harvesting Truffles,
appoint the Auditors to audit and monitor the records of
the Responsible Entity and pay for any audit from
marketing and sale of the Truffles.
money in the Trust Account, with each Grower to pay
You will also be automatically bound to the Rules.
for the cost and expenses in the Prescribed Proportion
Summaries of these contracts and the Rules now follow.
thereof;
Relevant definitions appear in the Glossary on pages 49 to
•
51.
upon termination of the Project, or the passing of a
resolution of Growers supporting the proposed sale or
Copies of these agreements are available free of charge from
assignment, sell or assign all right, title and interest of
the registered office of Watershed Premium Wines Ltd. If
the Grower in the Project and all remaining interest of
necessary, prospective applicants should seek independent
the Grower under the Agreements for money, shares or
professional advice on these agreements.
other consideration and pay for any such sale and receive
sale proceeds;
1 .
•
C O N S T I T U T I O N
indemnify the Responsible Entity in regard to legal
proceedings and tax liability, commence legal or
The Constitution in relation to the Project offered by this
arbitration proceedings, receive, collect, pay, settle and
PDS/Prospectus is the Constitution for Oak Valley Truffle
compromise any payments, debts, obligations, judgments
Project between the Responsible Entity and each several
or settlements in relation to the Project, lodge and
Grower.
withdraw a “subject to claim” caveat against the
certificate of title to the land the subject of the
Under the Constitution, you appoint the Responsible Entity
Trufferies; make elections and complete any GST form;
as your sole and exclusive agent for the Project. As your
register the Lease with the Department of Land
agent, the Responsible Entity may solely and exclusively do
Administration and execute any deed, agreement,
things in relation to the Project.
certificate or other document and do all other things
On your behalf, the Responsible Entity, as agent for the
necessary or desirable under these powers granted to the
Growers may:
Responsible Entity.
•
receive and hold the Application Money, Project Fees and
The Responsible Entity may delegate any of its functions
Receipts in the Trust Account (which may be interest
under the Constitution.
42
Grower’s Relationships
it shall not be responsible for any loss, costs, damages or
The Grower does not have any relationship or contract with
inconvenience resulting from the exercise or non-exercise of
any other Growers in the Project and all Growers are
powers, authorities and discretions under the Constitution,
independent. The Grower cannot enforce any rights or
and except by a special resolution of Growers, or as
claims of or against any other Grower. The Grower’s
permitted under the complaints handling procedures of the
relationship with the Responsible Entity and any other
Compliance Plan, no Grower shall interfere with or question
Grower is not a partnership, joint venture or association and
the exercise or non-exercise of the Responsible Entity’s
the Grower is not an agent or legal representative of, and
powers, authorities or discretions.
does not have authority or power to act for, the Responsible
The remaining terms of the Constitution deal with matters
Entity or any other Grower.
such as
Indemnities
The Responsible Entity may be indemnified from and
against any expense or liability incurred by the Responsible
Entity in legal proceedings relating to the Project, except to
the extent that the expense or liability is attributable to a
breach of the duties under Section 601FC or elsewhere in the
•
Trust Account
•
Payment of Project Fees
•
Dealing With Receipts
•
Other Obligations of the Responsible Entity
•
Termination of Project
Corporations Act. If the Project or the Trust Account is taxed
2 .
under the Tax Act, the Responsible Entity may be indemnified
R U L E S
out of Receipts.
Acceptance of Applications
The Responsible Entity shall not incur any liability to Growers
Within 2 months after the acceptance of any Application
for doing or failing to do any act or thing it is required to do,
under this PDS/Prospectus, and, when next accounting to a
or is frustrated or prevented from doing, by any law, for acting
Grower after any change in the holding of the Grower in the
on a direction of Growers, or for the failure of any Grower to
Register, the Responsible Entity shall issue to the relevant
obtain a tax deduction. The Responsible Entity may act and
Grower a Trufferie statement.
rely upon advice obtained from any Expert but shall not be
liable for anything done in good faith in reliance upon that
advice and shall be indemnified from Receipts and the Trust
Assignment or Transmissions of Trufferies
Account to the extent of any such liability except to the extent
No assignment or transmission of any Trufferies may be
attributable to its own neglect or default. The Responsible
registered unless an instrument of transmission or a deed of
Entity shall not be responsible for any misconduct, mistake,
assignment in the form set out in the Rules, duly stamped,
error of judgment or want of prudence by any Expert.
has been delivered to the Responsible Entity.
The Responsible Entity shall not be liable for anything done
Quorum
or suffered by other parties, except to the extent that any
No business shall be transacted at any meeting unless a
loss that is attributable to the Responsible Entity’s own act,
quorum is present at all times. The quorum necessary for a
neglect or default. It shall not incur any liability for any
meeting of All Growers at which an ordinary resolution is to
action taken in reliance upon any document reasonably
be proposed shall be two Growers and for a meeting at
believed by it to be genuine, authorised and (if applicable)
which a special resolution is to be proposed shall be persons
signed by the persons properly responsible therefor.
holding or representing by proxy more than 5% of the
Provided the Responsible Entity has not breached its duties
number of Trufferies issued to the Growers for whom the
under Section 601FC or elsewhere in the Corporations Act,
meeting has been called.
43
3 .
L E A S E
( A N D
•
S U B - L E A S E )
Do things reasonably required to eradicate rodents,
vermin, noxious weeds, rabbits, kangaroos and pests and
The Lease is entered into between Truffle Properties Limited,
procure pest exterminators for that purpose.
the Responsible Entity and each Grower (as Lessee).
•
Comply with the Bush Fires Act, 1954, and take all
proper measures to ensure that any fires which may
Lease Term
occur or threaten the Vines are properly controlled and
The Lease (and Sub-Lease) is for a Lease Term of slightly
supervised.
more than 20 years commencing on the date of the
•
Allotment of the Trufferie to you under this PDS/Prospectus
Not lodge or register any absolute caveat against the
certificate of title to the land the subject of the
and expires on 30 June 2026.
Trufferies
Rent Payable
•
Within 60 days of the expiration of the Lease Term,
For Growers allotted on or before 31 May 2006 Rent is
remove from the Trufferies all Truffles, vegetation other
$633.60 (including GST) per annum per Trufferie; the first
than Vines, plant, equipment and other items brought
payment of which is payable on or before 31 May 2006 and
onto the Trufferies by or on behalf of the Grower and
the remaining payments are payable in arrears on 1 June in
leave all roads, paths, oak and hazelnut trees, Irrigation
each year in a single instalment, Indexed annually from 1
and fencing. Truffle Properties Limited is legally entitled
June 2007.
to any Truffles not Harvested, any plant, equipment and
items not removed and any produce which grows after
Truffle Properties Limited shall be entitled to interest on
determination of the Lease.
outstanding Rent as simple interest at the Bank Bill Rate
•
plus seven basis points.
The Grower shall not use or permit any other persons to
use the Trufferies or any part thereof for any purpose
other than cultivation and Harvesting of Truffles.
Ownership of Land Improvements
The Grower acknowledges that improvements to be
Truffle Properties Limited Covenants
constructed on the Land, including the Irrigation, are the
Truffle Properties Limited shall let the Grower hold and
property of Truffle Properties Limited.
enjoy the Trufferies without interruption, shall provide its
consent to the registration of the Lease or the Umbrella
Grower’s Covenants
Lease or other instrument on the Land’s certificate of titles,
The Grower covenants that throughout the Term, the
shall duly pay all taxes, rates and other charges in respect of
Grower shall with respect to the Trufferies:
the Land and all costs of preparation of the Lease, and shall
Pay Rent to Truffle Properties Limited (as Project Fees
provide the Grower or the Responsible Entity, at its own
under the Constitution).
expense, plans and details necessary to identify the
•
Keep accurate records of Rent payments.
Trufferies. Truffle Properties Limited will also ensure that
•
Prepare and cultivate the oak and hazelnut trees.
there is sufficient water available to the Grower for the
•
Prevent or combat land degradation.
cultivation of the truffle innoculated oak and hazelnut trees
•
Tend to the oak and hazelnut trees according to
during the Term.
•
principles of good siviculture.
•
Maintain fences on the Land.
Reduction in Viability of Trufferies
•
Keep the Trufferies in good and substantial repair and
If there is damage to the Trufferies, or if the Grower, Truffle
condition and repair all damage to roads and fences
Properties Limited and the Responsible Entity agree it is no
resulting from the performance of the Grower’s
longer commercially viable to carry out Truffle Farming on
obligations under the Lease.
any of the Trufferies, the Parties may assess and determine
44
the extent of the damage or reduction and may either
Assignment
terminate the obligations created by the Lease or reduce the
The Grower may only assign the Lease in accordance
Trufferies by the area damaged or no longer viable and
with the Constitution and the Rules, and otherwise may
correspondingly reduce the Rent payable in proportion to
not assign, sub-lease or part with possession of the
the said reduction in the Trufferies.
Trufferies.
Termination
4 .
Truffle Properties Limited shall be entitled to terminate the
P R O J E C T
A G R E E M E N T
O P E R A T I O N S
F O R
G R O W E R S
Lease if the Grower is declared bankrupt, goes into
liquidation or has a receiver appointed, or the Grower fails
The Project Operations Agreement is entered into between
to perform any covenants or conditions in the Lease or
the Responsible Entity and each Grower.
Project Operations Agreement and the default continues, in
the case of an obligation to pay money, for 14 days, or in
Appointment of Responsible Entity
any other case, for three calendar months after receipt by the
The Grower engages the Responsible Entity, as an
Grower of written notice from Truffle Properties Limited
independent contractor, and not as agent, to carry out
specifying the default and requiring it to be rectified. The
Truffle Farming, identify and Harvest the Truffles, marketing
Grower shall be entitled to terminate its obligations under
and sale of the Truffles and carry out the duties and
the Lease if Truffle Properties Limited is in default of any
obligations detailed in the Project Operations Agreement
obligation under the Lease and the default continues for a 3
during the Term.
calendar months after receipt by Truffle Properties Limited
of written notice from the Grower specifying the default and
The Responsible Entity may delegate any of its obligations
requesting that it be remedied.
created under this Project Operations Agreement to any
other entity but still remains liable for all its obligations.
If the rights of the Grower are terminated as a result of
default by the Grower the Grower shall not be entitled to
Term
any compensation in respect of money contributed or
The Term of the Project Operations Agreement is from the
Receipts in respect of the Truffles grown on the Trufferies
date of allotment until all Truffles has been sold, Receipts
pursuant to the Lease.
have been paid to the Grower, and all the necessary accounts
and reports have been given.
Prohibited Activities
The Grower shall only use the Trufferies for the planting,
cultivation and maintenance of truffle innoculated oak and
Responsible Entity’s Fees
hazelnut trees and the Harvesting of Truffles and shall not do
The Responsible Entity will be entitled to the Management
or permit any nuisance or cause any damage to other Growers,
Fees for each Trufferie as are set out on page 13. The Grower
Truffle Properties Limited or owners of adjoining land.
is entitled to 100% of the Net Proceeds from the sale of the
Truffles that are attributable to the production of up to the
The Grower shall not erect any buildings or structures, or
equivalent of 70 kilograms per hectare.
use the Trufferies for accommodation, residential,
recreational or illegal purposes, shall not light fires and shall
The Responsible Entity and the Grower are entitled in the
not store any inflammable, noxious or dangerous chemicals
proportion of 50% to the Responsible Entity and 50% to the
on the Trufferies or Land in a way which may result in
Grower of the Net Proceeds from the sale of the Truffles that
damage to the Trufferies, the oak and hazelnut trees, any
are attributable to the production in excess of 70 kilograms
livestock or other plants and crops or any water reserves.
per hectare.
45
If the Grower fails to pay the Responsible Entity’s fees by the
Growers’ Rights
date payable under the Project Operations Agreement, the
The Grower has the right to inspect any document or
Responsible Entity may terminate the Project Operations
information relevant to Truffle Farming (subject to
Agreement and the Grower must pay interest on the
confidentiality requirements). The Responsible Entity will
outstanding amount at the Bank Bill Rate simple interest
give due consideration to any opinions received in writing
plus seven basis points until payment is made.
from the Grower, but is not obliged to follow such opinions.
Truffle Farming
Reports
The Responsible Entity agrees to carry out or cause to be
The Responsible Entity shall provide reports to the Grower
carried out the services and duties set out in the Project
by 31 July of each year summarising details of all Truffles
Operation Agreement which are usual or necessary for
harvested in the preceding season for the Project and all
carrying on Truffle Farming, including the following, in
Truffles held by the Project as at 30 June in the preceding
accordance with sound viticultural and environmental
financial year.
practices. These include carrying out any relevant duties or
obligations of the Grower under the Lease and also to:
•
Termination
The Project Operations Agreement will terminate if the
Continue the cultivation and maintenance of the
Responsible Entity or the Grower is declared bankrupt or
Trufferies pursuant to the Project Operations Agreement.
•
goes into liquidation, if the Lease is terminated, if the
Keep current with a reputable insurer a public risk
Grower fails to pay any amount for longer than 14 days from
insurance policy in respect of the Land to cover the
notification from the other party of that failure, or if the
liability of the Grower and such other persons nominated
Grower or Responsible Entity fails to carry out any
by the Responsible Entity, in which the limit of public
substantial duty under the Project Operations Agreement or
risk shall be not less than $5,000,000, or such other
the Lease within 3 months of notification from the other
amount as the Responsible Entity directs, and insurance
party of that failure.
on behalf of the Grower for hail, fire, malicious damage,
lightning and explosions for the Initial Period and Year 1.
•
Other terms covered in this Agreement deal with
Maintain artesian bore, pumps and irrigation supplies to
•
ensure the water supply is adequate at all times for
Planting, cultivation and maintenance of truffle
innoculated oak and hazelnut trees
Truffle Farming.
•
Harvest
The Responsible Entity and its agents and contractors shall
•
Truffle Production, Marketing and Sale
be allowed full and free access to the Trufferies to fulfill the
•
Costs
Responsible Entity’s obligations in relation to Truffle
Farming. The Responsible Entity shall not use the Trufferies
O T H E R
for any activities prohibited under the Lease (as set out
M A T E R I A L
C O N T R A C T S
above), shall comply with all Regulations, Notices, Orders or
By-Laws applying to the Trufferies, and shall at all times give
1. Standing Offer by Truffle Properties Limited and the
the proprietors of any Trufferie adjoining the Trufferies
Responsible Entity to enter into the Lease with every person
unimpeded use of any existing access roads, pathways or fire-
who becomes a Grower under this PDS/Prospectus.
breaks on the Trufferie. The Responsible Entity shall within
60 days of the expiration of the Term, remove all plant,
2. Consultancy Agreement
equipment and other items brought onto the Trufferies by or
Agreement between the Responsible Entity and Treetec
on behalf of the Responsible Entity.
Consulting Pty Ltd, dated 23 March 2006, pursuant to which
46
Treetec Consulting Pty Ltd agrees to provide the exclusive
Early Repayment of Terms Agreement
services of Dr Nicholas Malajczuk as the Truffle Consultant to
If a Terms Grower repays the balance of the Principal, and any
the Responsible Entity and to provide technical support to the
other additional costs early, the Terms Grower also agrees to
Responsible Entity for a term of ten (10) years.
pay, whichever is the greater of three months interest charges
or the break costs of the fixed rate funding facility.
The remuneration payable under this Consultancy
Agreement has been excised from inspection of copies of the
Security
agreements on the ground of confidentiality pursuant to
The Terms Grower charges in favour of the Responsible
ASIC Policy Statement 79; on the ground that disclosure
Entity all the Terms Growers rights, title and interest in its
would result in unreasonable prejudice to the Project.
Trufferie(s) and in the Project Operations Agreement and
Lease as security for payment of amounts due under the
Terms Agreement and performance of duties under the
3. Umbrella Lease
Project Operations Agreement and Lease. No other charge or
Lease from Truffle Properties Limited to the Responsible
security interest may be created by the Terms Grower over
Entity which is to be registered on the title to the Land.
the Trufferies. At the Responsible Entity’s request, a
corporate Grower must register the security and pay the costs
4. Terms Agreement
of, and incidental to, stamping and registration.
Parties
Terms Grower’s Warranties
The Responsible Entity and each Terms Grower and who has
The Terms Grower warrants that, amongst other things, it has
selected and been approved by the Responsible Entity of one
the power and authority to enter into the Terms Agreement
of the terms payment options on the Terms Application Form.
and information provided to support its application for
payment terms is complete, correct and not misleading.
Principal and Interest Payments
In consideration of Terms Grower applying for the number
Default
of Grower’s Trufferies applied for, the Responsible Entity (on
The Terms Grower will be in default of the Terms Agreement
its behalf and on behalf of the Owner) agrees that the
if:
Management Fees and Rent for the Initial Period may be
(a) it does not pay amounts due under the Terms Agreement
paid not as provided in the Project Operations Agreement
when due;
and in the Lease but as provided under this Clause. The
(b) it fails to comply with the Terms Agreement, Project
Terms Grower agrees to pay to the Responsible Entity and
Operations Agreement or Lease;
the Responsible Entity (on its own behalf and on behalf of
(c) the Terms Grower fails to pay for the Land Shares within
the Owner) agrees to accept the Principal, interest at 11.5%
per annum and all other monies owed under the Project
60 days of Allotment or in the event that the Terms
Operation Agreement and the Lease for the Initial Period in
Grower is not the entity that has applied for the Land
Shares, that entity has failed to pay for the Land Shares
monthly instalments as detailed in the terms payment option
within 60 days of Allotment to the Terms Grower;
selected by the Terms Grower.
(d) it becomes bankrupt, enters liquidation, has a receiver
The first monthly instalment is payable as detailed in the
appointed to its undertaking or enters into a repayment
Growers schedule of terms payments. Payments are to be
or compromise arrangement with any of its creditors;
made by direct debit. The Responsible Entity may charge the
(e) the security granted to the Responsible Entity becomes
enforceable; or
Terms Grower additional interest on overdue amounts at a
(f ) any Terms Grower warranty is or becomes false or
rate of 3% per annum calculated on a daily basis from the
misleading.
due date until payment is received.
47
Where the Terms Grower is in default the Responsible Entity
and to do anything the Terms Grower can do under the
may in writing terminate the Terms Agreement whereupon:
Terms Agreement, Lease or Project Operations Agreement.
(a) the balance payable under the Terms Agreement together
Costs and Charges
with accrued costs becomes immediately due and
The Terms Grower is required to pay stamp duty, bank
payable; and
charges and other statutory financial duties or imposts
imposed on the Terms Agreement.
(b) the Responsible Entity may:
(i)
take legal action;
Assignment
(ii) take possession of the secured property whereupon
The Responsible Entity may transfer or assign its rights and
the Terms Grower ceases to be a Grower in the
obligations under the Terms Agreement.The Terms Grower
Project;
may not transfer or assign its rights or obligations under the
(iii) the Terms Grower is entitled to pay for all the
Terms Agreement.
Responsible Entity’s legal costs and expenses on an
Place and Jurisdiction of Law
indemnity basis for taking any legal action against
The Terms Agreement shall be construed and take effect in
the Terms Grower; and
accordance with and the rights and obligations of the parties
(iv) do anything an owner of the secured property is
and shall be governed by the laws of the State of Western
entitled to do.
Australia. Each of the parties submits to the jurisdiction of
The Terms Grower irrevocably appoints the Responsible
the courts of the State of Western Australia and it may be
Entity to be its attorney to sign any documents and do any
pleaded to bar any action or suit brought in any court in any
acts necessary to give effect to enforcement of the security
other place in the world.
48
GLOSSARY
TERMS
O F
Agreements means the Lease and the Project Operations
Complaint means any expression of dissatisfaction with the
Agreement entered into by the Grower;
service offered or provided whether internal or external, and
if external, whether by a Grower or otherwise;
AFS Licensee means any person who holds an Australian
Financial Services License;
Compliance Committee means the Compliance Committee
as required under Section 601JA of the Corporations Act, as
Allotment means the allocation of the Trufferies to the
appointed by the Responsible Entity and as established by
Growers under this PDS/Prospectus;
Clause 5 of the Compliance Plan;
Applicant means any person who has made an Application
Compliance Officer means the officer of that name
for a Trufferie, or Trufferies, and Land Shares;
appointed under the Compliance Plan;
Application means an application to become a Grower and an
Compliance Plan means the Compliance Plan for the time
offer to enter into the Lease and the Project Operations
being adopted by the board of directors of the Responsible
Agreement on the Application for Trufferies, and an
Entity and lodged and registered with ASIC;
Application for Land Shares, included in this PDS/Prospectus
Constitution means the amended Constitution for the Project
and as specified in the Instructions for Lodgement;
so described on pages 42 to 43 of this PDS/Prospectus;
Application Money is the money payable per Investment
Parcel which is described on page 3;
Corporations Act means the Corporations Act 2001;
ASIC means the Australian Securities and Investments
Gross Proceeds means the sum attributable to the total
Commission;
proceeds received by the Responsible Entity from the sale of
the Truffles;
Associate has the same meaning as defined in the
Grower means each several person (or in the case of joint
Corporations Act;
Applicants or successors or permitted assigns, each of those
Auditors means the auditor or firm of auditors for the time
persons) who becomes a party to the Constitution (as a
being of the Project and includes any additional or
Grower) as a result of either:
substituted auditor or firm;
(a) acceptance by the Responsible Entity of an Application
Authorised Investments means:
and an allotment of Trufferies pursuant to the
Application; or
(a) money;
(b) a transmission, assignment or other disposal pursuant to
(b) interest bearing deposits at call or for a term not
exceeding 3 months with or without security with any
the Constitution; and who remains registered under the
bank or cash management fund;
Constitution as the holder for the time being of any
Trufferies;
(c) bank accepted and/or bank endorsed bills of exchange
and promissory notes; and
Grower’s Prescribed Proportion means the following fraction:
(d) negotiable certificates of deposit issued by or bills of
P
T
exchange drawn, accepted or endorsed by any bank;
where:
Bank Bill Rate means the Bank Bill Swap Reference Rate for
P
90 day bank bills last published in the “Australian Financial
is the number of Trufferies registered in the name of the
Grower; and
Review”;
T is the total number of Trufferies registered in the name
Complainant means a person making a Complaint;
of Growers;
49
GST means the goods and services tax imposed under A
Land Shares means ordinary shares in Truffle Properties
New Tax System (Goods And Services Tax) Act 1999 and all
Limited;
other acts, statutes or other laws implementing the GST
Lease means the agreement between Truffle Properties
including all amendments;
Limited, the Responsible Entity and each individual Grower
Harvest means the identification by trained dogs of the Truffles
pursuant to which Truffle Properties Limited leases one or
on the Trufferies and the extraction of the Truffles and their
more Trufferies to the Grower;
delivery to a loading point either on or adjacent to the Land,
Lease Term means the term of the Lease;
whether conducted as one operation or more than one operation;
Management Fees means the fees payable by the Grower to
Harvest Fee means a sum equal to five per cent (5%) of the
the Responsible Entity in accordance with the Project
Gross Proceeds and is payable to the Responsible Entity for
Operations Agreement;
making all the arrangements for Harvesting, freighting and
Manager means Truffle Projects Pty Ltd ACN 116 228 105,
making the Truffles available for sale;
being the party appointed by the Responsible Entity under
Hazel Hill means the 21 hectare trufferie located on Seven
the Marketing & Management Agreement to supervise, carry
Day Road Manjimup and which was established in 1997 by
out, manage and administer the performance of Truffle
Hazel Hill Pty Ltd, ACN 077 946 073;
Farming, harvest the Truffles, marketing and sale of the
Truffles between the Manager and the Responsible Entity;
Indexed means increased or decreased according to changes
in the consumer price index as set out in detail in the
Marketing & Management Agreement means the agreement
Constitution and the Project Operations Agreement;
for the supervising, carrying out, managing and
administering of the performance of Truffle Farming,
Initial Period means the period from and including the date
harvesting of the Truffles, marketing and sale of the Truffles
of Allotment to 30 June 2006;
bewteen the Manager and the Responsible Entity;
Input Tax Credit means an input tax credit that a taxpayer
Net Proceeds means the sum equal to the Gross Proceeds
is entitled to for creditable acquisitions and creditable
less the relevant Harvest Fee;
importations that are attributable to the tax period;
Oak Valley means the Project, the Responsible Entity and
Investment Parcel means one Trufferie and 3,508 Land Shares;
Truffle Properties Limited;
Irrigation means the irrigation pipes and fittings installed
Offer means the offer of Trufferies and the opportunity to
by the Land Owner and required under the Trufferie
be a Grower and the offer of Land Shares, by virtue of this
Establishment and Maintenance Plan;
PDS/Prospectus;
Land means all that land described as Lot 102 on Deposited
Offer Information Statement means the offer dated 19 January
Plan 47397 and being the whole of the land comprised in
2006 by Truffle Properties Limited to invite investors to take up
Certificate of Title Volume 2156 Folio 97, such land
1,250,000 ordinary shares at an issue price of $1 each;
comprising 86.2299 hectares in total area; and all that land
PDS/Prospectus means this combined product disclosure
described as Lot 11 on Diagram 92046 and being the whole
statement and prospectus dated 24 March 2006;
of the land comprised in Certificate of Title Volume 2616
Project means Truffle Farming on the Trufferies, harvesting
Folio 415, such land comprising 41.801 hectares in total area;
Truffles, marketing and sale, and the receipt of the proceeds
Land Owner means Truffle Properties Limited
from the sale of Truffles for the managed investment scheme
ACN 116 228 114;
Oak Valley Truffle Project ARSN xxx xxx xxx;
50
Project Fees means the Application Money, Management Fees,
Responsible Entity means Watershed Premium Wines Ltd
and interest or expenses payable by the Grower to the
ACN 089 812 591 or other Responsible Entity for the time
Responsible Entity under the Project Operations Agreement,
being under the Constitution, in its capacity as agent for the
and the Rent or other fees, costs, interest or expenses payable by
Growers whether original, additional or substituted;
the Grower to Truffle Properties Limited under the Lease;
Rules means the Rules laid down by the Responsible Entity
under the Constitution as modified or substituted;
Project Operations Agreement means the agreement
entered into by each Grower and the Responsible Entity to
Standing Offer means the standing offer referred to on page
carry out Truffle Farming, harvesting Truffles, marketing and
46 of this PDS/Prospectus;
selling Truffles and carry out the duties and obligations
during the Term;
Tax Act means the Income Tax Assessment Act, 1936 Cth
and Income Tax Assessment Act, 1997 Cth;
Project Property means the interest of each Grower in:
Terms Agreement means the terms agreement entered into
(a) the Application Money for Trufferies;
by a 2006 Terms Grower;
(b) Project Fees;
Term means the term of the Project Operations Agreement;
(c) Receipts;
(d) any other entitlement to money;
Terms Grower means a Grower that has accepted to pay its
(e) the Truffles and any other property which the Grower
Project Fees under the Terms Agreement;
acquires directly or indirectly with, or with the proceeds
of, the money described in (a) or (b); and
Terms Payment Option means the options for payment of
(f ) income or property derived, directly or indirectly, from
the Application Money described on page 10;
the money or property described in (a), (b), (c), (d) or (e);
Trufferie(s) means one of those 374 specified areas of the
Receipts means:
Land or other area, each identified individually by a number,
(a) any refunds of Management Fees or other payments made
with each Trufferie being 0.02 hectares in size which are to
by the Grower;
be leased to the Grower under the Lease;
(b) the gross proceeds from sale of the Grower’s Truffles;
Truffle means the French black truffle or Tuber
(c) proceeds from any insurance claims to which the Grower
melanosporum to be farmed on the Trufferies;
is entitled;
(d) proceeds of any action, suit or proceeding or settlement
Truffle Farming means the preparing and cultivating of the
thereof relating to the Project to which the Grower is
Trufferies, maintaining the truffle innoculated oak and hazelnut
entitled;
trees as prescribed in the Project Operations Agreement in a
(e) payments made by a Grower to the Responsible Entity
manner consistent with good siviculture standards;
who elects to sell his or her own Truffles in payment of
Umbrella Lease means the leases over the Land which have
outstanding costs and fees prior to the Grower collecting
been or will be registered on the titles of the Land, which is
the Grower’s Truffles;
in favour of the Responsible Entity as agent for the Growers;
(f ) receipts from the sale of the Project or all rights of the
Grower in relation to the Project; and
Year 1 means the period from and including 1 July 2006 to
(g) any other receipts in relation to the Project to which the
30 June 2007;
Grower is entitled;
Year 2 means the period from and including 1 July 2007 to
Register means the register of Growers;
30 June 2008; and
Rent means the rent payable to Truffle Properties Limited by
Year 3 means the period from and including 1 July 2008 to
the Grower under the Lease;
30 June 2009.
51
ADDITIONAL
T H E
I S S U E R
INFORMATION
A N D
their written consent to the inclusion of the reports,
P R O M O T E R S
sections, express and implied references and statements
detailed below in the PDS/Prospectus in the form and
The issuer of the Trufferies is the Responsible Entity. The
context in which each is included, and for the purpose of
promoters of the offer of Land Shares are Truffle Properties
Section 729 of the Corporations Act were each involved only
Limited and its directors.
in the preparation of those reports, sections, express and
implied references and statements:
L A B O U R
S T A N D A R D S
E N V I R O N M E N T A L ,
A N D
A N D
RSM Bird Cameron Corporate Pty Ltd for inclusion of the
S O C I A L
Independent Accountant’s Report.
E T H I C A L
C O N S I D E R A T I O N S
The Responsible Entity for inclusion of all parts of this
The Responsible Entity does not take into account labour
PDS/Prospectus, on behalf of Truffle Properties Limited ,
standards or environmental, social or ethical considerations
except for the sections headed Independent Accountant’s
for the purpose of selecting, retaining or realising
Report, Independent Truffle Report and any express or
investments in the Project.
implied references to those reports throughout the
PDS/Prospectus.
U P D A T I N G
I N
I N F O R M A T I O N
T H I S
Dr Mike Amaranthus for inclusion of the Independent
P D S
Truffle Report and the implied references to the Independent
Truffle Report throughout this PDS/Prospectus.
In the event that there is information in this PDS which is
subject to a change that is materially adverse to applicants,
applicants will be informed by a Supplementary PDS.
D I S C L O S U R E
However, there may be other information which is not
The Responsible Entity will receive Management Fees as set
materially adverse to applicants and is subject to change
out in the Project Operations Agreement.
from time to time. In that event, the updated information
will be made available on the Project website
Truffle Properties Limited will benefit from the Project by
www.watershedwines.com.au
the receipt of rent as set out in the Lease.
The following persons hold or control in Truffle Properties
C O N S E N T S
Limited and the Responsible Entity the beneficial interests
The following have each given (and have not prior to
directly or indirectly, expressed in percentage terms, in the issued
lodgement of this PDS/Prospectus with ASIC withdrawn)
share capital of those companies set out in the table below.
Promoter and/or Director
Responsible Entity
Truffle Properties Limited
Manager
Wally Edwards
Geoffrey Thomas Barrett
Ronald George Martin
Richard Hill
Laurence Factor
Peter Charles Sartori
Nicholas Malajczuk
Truffle Properties Limited
Phillip Henry Dale Fletcher
nil
14.43%
16.86%
13.12%
11.96%
2.93%
nil
nil
nil
nil
2.34%
3.90%
0.39%
nil
nil
nil
n/a
nil
20.00%
20.00%
7.50%
7.50%
7.50%
7.50%
20.00%
nil
nil
52
RSM Bird Cameron Corporate Pty Ltd is to receive fees of
Responsible Entity and Truffle Properties Limited will
$5,500.
provide a copy of the most recent annual financial report of
the Project / Truffle Properties Limited lodged with ASIC by
Dr Mike Amaranthus has received $20,000 for the
the Responsible Entity / Truffle Properties Limited, any half-
preparation of the Independent Expert’s Report.
year financial report of the Project / Truffle Properties
Limited lodged with ASIC after the lodgment of that annual
financial report and before the date of this PDS/Prospectus,
R E G I S T E R S
and any continuous disclsoure notices given in relation to
A Register of Growers for the Oak Valley Truffle Project, and
the Project / Truffle Properties Limited after lodgment of
of Shareholders in Truffle Properties Limited will be
that annual financial report and before the date of
maintained by the Responsible Entity and Truffle Properties
lodgement of the PDS/Prospectus free of charge as soon as
Limited respectively at their registered office sand may be
practicable, and in any event within 5 days, after receiving
inspected by any member of the public during normal
the person’s request, to any person who asks for it during the
business hours.
currency of the PDS/Prospectus.
C O M M I S S I O N
A P P L I C A T I O N
O F
T H I S
P D S / P R O S P E C T U S
The Responsible Entity and Truffle Properties Limited have
agreed to pay certain commissions to AFS Licensees for
This PDS/Prospectus has been prepared to comply with the
procuring Applications for Trufferies and Shares respectively,
securities laws of Australia. The offer of Trufferies and Land
up to 5% of the Application Money (excluding GST), and in
Shares contained in this PDS/Prospectus is available to
addition the Responsible Entity and Truffle Properties Limited
persons receiving this PDS/Prospectus within Australia.
may compensate AFS Licensees that have provided assistance
of an administrative or marketing nature for the cost of their
D I R E C T O R S ’
support. In addition, the Responsible Entity may also pay up
C O N S E N T
T O
I S S U E
to 5% of the Management Fee (excluding GST) payable in
relation to the management fees due 1 June 2007.
For the purposes of Sections 1015B and 720 of the
Corporations Act, each of the directors of the Responsible
C O S T S
O F
T H E
Entity and Truffle Properties Limited has given their written
I S S U E
consent to the lodgement of this PDS/Prospectus with ASIC.
The costs of the issue including commissions, fees for
reports, PDS/Prospectus costs and scheme costs are payable
S I G N I N G
by the Responsible Entity.
O F
P D S / P R O S P E C T U S
E N H A N C E D
For the purpose of lodgement of this PDS/Prospectus with
D I S C L O S U R E
ASIC, Geoffrey Thomas Barrett on behalf of the Responsible
S E C U R I T I E S
Entity and on behalf of Truffle Properties Limited, has
Trufferies and Land Shares are enhanced disclosure securities
signed this PDS/Prospectus pursuant to Section 351 of the
within Section 111AD of the Corporations Act, and the
Corporations Act.
Responsible Entity and Truffle Properties Limited is subject
to regular reporting and disclosure obligations. Documents
lodged pursuant to these requirements may be obtained
Geoffrey Thomas Barrett
from, or inspected at, any office of ASIC. Further, the
53
INSTRUCTIONS
F O R
LODGEMENT
1. To become an investor, an Application must be submitted. Different entities may apply for Trufferies and Land Shares.
2. If there are different Applicants, each Applicant must be careful to complete a separate Application form.
3. If an Application is lodged by an individual or individuals it must be signed personally.
4. In the case of joint Applicants, all must sign as well as providing their full names, addresses and phone numbers in the
spaces provided.
5. If this Application is lodged by a company it must be executed, under its common seal (if applicable), with its ACN/ABN
and in accordance with its Constitution.
6. Applications may be executed under Power of Attorney. If so signed, the attorney must warrant that the attorney has no
knowledge of any revocation of that power.
7. All application cheques for Investment Parcels should be made payable to “Watershed Premium Wines Ltd” and cheques
crossed “Not Negotiable”.
8. Mail or deliver the Application with the following, where applicable; cheque, Terms Application Form and/or completed
credit card authorisation, to Oak Valley Truffle Project, c/- PO Box 1186, Canning Vale BC, WA 6970 or to any authorised
representative or AFS Licensee for forwarding to the Responsible Entity.
9. This PDS/Prospectus contains information about investing in Land Shares and Trufferies. This PDS/Prospectus should be
read in its entirety before any Application is made. Any person who provides any other person with access to this
Application Form must at the same time and by the same means give that other person access to the PDS/Prospectus. At any
time during the currency of the PDS/Prospectus the Responsible Entity, AFS Licensee or authorised representative, will send
an electronic or paper copy of the PDS/Prospectus, including this Application Form, to any person on request, without
charge. If you wish to receive a copy of this PDS/Prospectus please call us on (08) 9456 3811 or go to
www.watershedwines.com.au
10. PRIVACY DISCLOSURE
The Responsible Entity And Truffle Properties Limited collects information about you in your Application Form for the
purposes of processing your Application and, if Allotment is made, to administer your investment and to report to you. You
agree, by submitting your Application Form, that the Responsible Entity and Truffle Properties Limited may disclose that
information to any independent share registry, to the Responsible Entity and to any other agents, contractors or service
providers including banks and professional advisers. The Corporations Act requires the Responsible Entity and Truffle
Properties Limited to include information about you (including name, address and details of the Trufferies and Land Shares
you hold) in their respective registers. The information contained in the registers must remain there even if you cease to be
a Grower/Shareholder. This information may also be disclosed by the Responsible Entity and Truffle Properties Limited to
any independent share registry, agents, contractors or service providers including banks and professional advisers. We may
use your contact details to let you know of future offers involving the Responsible Entity, but if you do not want to receive
these, please contact the Responsible Entity on (08) 9456 3811. If you do not provide the Responsible Entity or Truffle
Properties Limited with the information requested in the Application Form, your Application may not be processed. You
have a right to seek access to the information the Responsible Entity or Truffle Properties Limited holds about you, and (in
writing) to ask the Responsible Entity or Truffle Properties Limited to correct any information which is held about you and
which you believe is inaccurate, incorrect or out of date.
11. TAX FILE NUMBER
It is not compulsory to give us your TFN. However, if you do not provide the TFN, then to the extent that any taxable
distribution is payable to you, we may be required to withhold tax at the rate of 48.5% or the maximum marginal rate
prevailing at the time plus the Medicare Levy. Instead of giving us your TFN, you may give us your ABN.
54
PART
A
–
TRUFFERIE (S)
A PPLICATION
AFS LICENSEE’S STAMP
First Applicant:
First Name
Middle
Surname
Middle
Surname
Joint applicant:
First Name
Company Applicant:
Company
ACN/ABN
Contact Details:
Address
City/Suburb
State
Postcode
Phone (Work) Phone (Home)
Mobile
Facsimile
Email
ABN Tax File or Exemption Number
If you wish to hold your Land Shares in the name of the Applicant above please tick this box
please do not complete Part B.
2 .
Cash
N U M B E R
No. of Trufferies
O F
T R U F F E R I E S
Terms Payment Options
3 .
M E T H O D
. If you have ticked this box
O F
No. of Trufferies
P A Y M E N T
1. FOR CASH OPTION, PAYMENT OF LAND SHARES OR DEPOSIT FOR TERMS PAYMENT OPTION
(1 Year Option Only)
Cheque:
OR
Credit Card – please debit my: Bankcard
Mastercard
Visa Card
Card number:
Expiry date
Debit the amount of $ ______________.
Cardholder’s name:
Phone no.:
Cardholder’s Signature
Date:
55
/
PART
B
–
L AND
SHARE
APPLICATION
AFS LICENSEE’S STAMP
First Applicant:
First Name
Middle
Surname
First Name
Middle
Surname
Joint applicant:
Company Applicant:
Company
ACN/ABN
Contact Details:
Address
City/Suburb
State
Postcode
Phone (Work)
Phone (Home)
Facsimile
Mobile
Email
ABN Tax File or Exemption Number
2 .
N U M B E R
O F
T R U F F E R I E S
No. of Land Shares
For each Trufferie applied for in Part A, you must apply for 3,508 Land Shares
3 .
M E T H O D
O F
P A Y M E N T .
1. PAYMENT OF LAND SHARES
Cheque:
OR
Credit Card – please debit my: Bankcard
Mastercard
Visa Card
Card number:
Expiry date
Debit the sum of $ ______________
Cardholder’s name:
Phone no.:
Cardholder’s Signature
Date:
56
/
4 .
T E R M S
A N D
C O N D I T I O N S
1. I/We the undersigned apply for the number of Trufferies and Land Shares specified above and offers to enter into the Lease
and Project Operations Agreement as a Grower and acknowledges that upon this Application being accepted in whole or
part, I/We will be bound to the Lease and Project Operations Agreement as a Grower.
2. I/We agrees to be bound to the Constitution and the Rules as a Grower in the Project and to the Constitution of Truffle
Properties Limited.
3. I/We have read and understood the terms of the PDS/Prospectus and have had the opportunity to seek independent
professional advice.
4. I/We acknowledge that Watershed Premium Wines Ltd ("Watershed") is not bound to accept my Terms Application (if
applicable).
5. I/We have not relied on any statements or representations made by any party (including Watershed and its officers, agents
and employees) prior to applying, other than those written representations made in the PDS/Prospectus.
6. I/We acknowledge that I/we have had the opportunity to read the Terms Agreement and seek independent legal advice about
same (if applicable).
7. I/We agree to be bound by the terms of the Terms Agreement and the Direct Debit Request Service Agreement (if the Terms
Payment Option set out above is selected).
8. I/We acknowledge that the full amount of any application monies is immediately due and payable upon signing this
Application Form. Terms are offered to approved applicants.
9. I/We declare that I/we intend to continue in the Project until the Project concludes.
P O W E R
O F
A T T O R N E Y
The Applicant irrevocably appoints a director for the time being of Watershed (“Attorney”) to be his/her Attorney from the
date of this Power of
Attorney to the expiration of the Terms Agreement (“Agreement”).
The Attorney may do in the name of the Applicant and on his/her behalf everything necessary or expedient to:
(a) execute and deliver the Terms Agreement (if applicable); and
(b) complete blanks and make amendments, alternations or additions to the Terms Agreement considered necessary or
desirable by the Attorney; and
(c) execute and deliver any other documents or do any acts which are referred to in the Terms Agreement which are ancillary or
related to them or to the transactions contemplated by them, in the absolute discretion of the Attorney; and
(d) 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
(e) if applicable, stamp and register this Power of Attorney.
The Applicant declares 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 and agrees to ratify and confirm whatever the Attorney does in
exercising powers under this Attorney.
The Applicant indemnifies the Attorney against liability, loss, costs, charges or expenses arising from the exercise of powers
under this Power of Attorney.
The Applicant declares that a person (including, but not limited to, a firm, body corporate, unincorporated association or
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 the fact.
The Applicant declares that the Applicant and a person (including, but not limited to, and executor, administrator, successor,
substitute or assign) claiming under the Applicant are bound by anything the Attorney does in exercising powers under this
Power of Attorney.
S I G N E D / S E A L E D
IF APPLICANT IS A PERSON:
Signature of First Applicant:
Signature of Joint Applicant:
Name of Witness:
Signature of Witness:
Date:
IF APPLICANT IS A COMPANY:
Signature of Director:
Signature of Director/Secretary:
Company Seal:
Date:
57
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58
TERMS
P U R P O S E
–
P E R S O N A L
Title:
T R U F F L E
D E T A I L S
APPLICATION
B U S I N E S S
–
Surname:
–
O A K
A P P L I C A N T
VA L L E Y
T R U F F L E
1 / D I R E C T O R / G U A R A N T O R
Given names:
Marital status:
P R O J E C T
Date of birth:
No. of dependants:
Age of dependants:
Address:
Postcode:
Time in address:
Previous address:
Postcode:
Time in address:
Drivers licence number:
State of issue:
Australian resident? Yes
Business phone number:
Home phone number:
Occupation:
Name of employer/business:
Employer business address:
No
Postcode:
Employer phone number:
Length of current employment: Years
Months
Gross annual income $
Self employed? Yes
No
If Yes, Accountants Name:
Name of previous employer:
Position held:
Length with previous employer: Years
P E R S O N A L
Title:
D E T A I L S
Surname:
Months
–
A P P L I C A N T
2 / D I R E C T O R / G U A R A N T O R
Given names:
Marital status:
Date of birth:
No. of dependants:
Age of dependants:
Address:
Postcode:
Time in address:
Previous address:
Postcode:
Time in address:
Drivers licence number:
State of issue:
Australian resident? Yes
Business phone number:
Home phone number:
Occupation:
Name of employer/business:
Employer business address:
Postcode:
Employer phone number:
Length of current employment: Years
Gross annual income $
Self employed? Yes
No
If Yes, Accountants Name:
Name of previous employer:
Length with previous employer: Years
Position held:
Months
59
Months
No
C O M P A N Y
O N L Y
T O
B E
C O M P L E T E D
D E T A I L S
I F
–
A P P L I C A N T
I S
A
C O M P A N Y
Name of company:
Name of trust (if applicable):
ACN:
Registered address:
Postcode:
Trading address:
Postcode:
Telephone number:
Date of incorporation:
Facsimile number:
/
/
Principal activity:
Details of any debenture charges:
Personal guarantees will be required for a company under Terms Application and will be forwarded for execution with the
Terms Application.
Particulars to be completed by Directors/Guarantors above
A S S E T S
L I A B I L I T I E S
Cheque/Savings Account $
Home mortgage $
Other accounts $
Investment loans $
Other mortgage loans $
Residencs
Address (Estimated Current Market Value) $
Credit Cards Bank/Lmit $
Other property/s
Bank/Limit $
Address (Estimated Current Market Value) $
Charge/Store Cards $
Hire Purchase $
Location $
Motor Vehicles
60
PERSONAL
STATEMENT
O F
FINANCIAL
A S S E T S
POSITION
L I A B I L I T I E S
Cheque/savings account
$ ___________
Home mortgage
$ ___________
Other accounts
$ ___________
Investment loans
$ ___________
Other mortgage loans
$ ___________
Residence (Estimated Current Market Value)
Address
____________________________
____________________________
Credit cards
$ ___________
Other property/s (Estimated Current Market Value)
Address
____________________________
____________________________
Address
Location
$ ___________
Bank/Limit ___________________________
$ ___________
Bank/Limit ___________________________
$ ___________
Charge/store cards
$ ___________
Hire purchase
$ ___________
____________________________
____________________________
$ ___________
____________________________
$ ___________
Other loans (please specify)
Motor vehicles
1. ___________________________________
$ ___________
2. ___________________________________
$ ___________
Model
____________________________
$ ___________
3. ___________________________________
$ ___________
Model
____________________________
$ ___________
4. ___________________________________
$ ___________
5. ___________________________________
$ ___________
Total Liabilities (2)
$ ___________
Shares, Bonds, Investments etc
$ ___________
Equity in business
$ ___________
Other assets (please specify)
1. ___________________________________
$ ___________
2. ___________________________________
$ ___________
3. ___________________________________
$ ___________
4. ___________________________________
$ ___________
5. ___________________________________
$ ___________
Total assets (1)
$ ___________
Net assets = (1) less (2)
$ ___________
61
I N C O M E ( AV E R AG E M O N T H LY )
E X PE N D I T U R E ( AV E R AG E M O N T H LY )
Base salary
Credit commitments
Applicant 1
$ ___________
Home mortgage repayments
$ ___________
Applicant 2
$ ___________
Investment loan repayments
$ ___________
Other mortgage repayments
$ ___________
Credit cards (3% of total limits)
$ ___________
Hire purchase repayments
$ ___________
Other loans
$ ___________
Other income
Regular overtime
$ ___________
Dividends/interest
$ ___________
Commission
$ ___________
Family Allowance
$ ___________
Other commitments
Part-time/casual
$ ___________
Rental/board
$ ___________
Rental received
$ ___________
Child maintenance
$ ___________
Other (please specify)
Other (please specify)
1. ___________________________________
$ ___________
1. ___________________________________
$ ___________
2. ___________________________________
$ ___________
2. ___________________________________
$ ___________
3. ___________________________________
$ ___________
3. ___________________________________
$ ___________
4. ___________________________________
$ ___________
4. ___________________________________
$ ___________
5. ___________________________________
$ ___________
5. ___________________________________
$ ___________
Total net monthly income (3)
$ ___________
Total net monthly expenditure (4)
$ ___________
Uncommitted monthly income = (3) less (4)
$ ___________
I/We declare that the Terms to be provided to me/us by Watershed Premium Wines Ltd is to be applied only to the Oak Valley
Truffle Project for fees due and payable with respect to Trufferies and that the information provided in respect of me/us
(including any separate personal statement of financial position), is true and correct. I/We have read and understood the
information set out above.
Signature of 1st applicant/director
Dated:
/
Signature of 2nd applicant/director
/
Dated:
/
/
62
Company seal
PRIVACY
CONSENT
Acknowledgement and authority that credit information may be given to a credit reporting agency.
I/We, understand that Section 18E(c) of the Privacy Act allows Watershed Premium Wines Ltd or its agents to give a credit
reporting agency certain personal information about me/us which I/we authorise Watershed Premium Wines Ltd or its agents to
do. The information which may be given to a credit reporting agency is covered by Section 18E(1) of the Privacy Act and
includes:
•
Identity particulars as permitted by the Privacy Commissioner’s determination issued under Section 18E(3) of the Privacy
Act;
•
The fact that I/we have applied for credit and the amount;
•
The fact that Watershed Premium Wines Ltd is a credit provider to me/us;
•
Payments which become overdue more than 60 days;
•
Advice that payments are no longer overdue;
•
Cheques drawn by me/us for at least $100 which Watershed Premium Wines Ltd has dishonoured more than once;
•
In specified circumstances, that in the opinion of Watershed Premium Wines Ltd, I/we have committed a serious credit
infringement; and
•
That the credit provided to me/us by Watershed Premium Wines Ltd has been discharged.
To enable Watershed Premium Wines Ltd or its agents to access my/our application for personal or commercial credit, I/we
authorise Watershed Premium Wines Ltd or its agents:
•
To obtain from a credit reporting agency a credit report containing personal credit information about me/us in relation to
personal credit provided by Watershed Premium Wines Ltd;
•
To obtain from a credit reporting agency a credit report containing personal credit information about me/us in relation to
commercial credit provided by Watershed Premium Wines Ltd. This is in accordance with Section 18K(1)(b) of the Privacy
Act;
•
To obtain a report containing information about my/our commercial activities or commercial credit worthiness from a
business which provides information about the commercial creditworthiness of a person in relation to personal credit
provided by Watershed Premium Wines Ltd.
This is in accordance with Section 18L(4) of the Privacy Act; and
•
To obtain a report from a credit reporting agency and other information in relation to my/our commercial credit activities.
Signature of 1st applicant/director
Dated:
/
Signature of joint applicant/director
/
Dated:
/
/
Company seal
I/We declare that the credit to be provided to me/us by Watershed Premium Wines Ltd is to be applied wholly or
predominantly for business or investment purposes. IMPORTANT: You should not sign this declaration unless the credit is
wholly or predominantly for business or investment purposes. By signing this declaration you may LOSE YOUR
PROTECTION under the Consumer Credit Code.
Signature of 1st applicant/director
Dated:
/
Signature of joint applicant/director
/
Dated:
/
/
63
Company seal
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64
DIRECT
DEBIT
REQUEST
R E Q U E S T
A N D
–
TERMS
A U T H O R I S E
T O
A G R E E M E N T
D E B I T
Surname or Company Name:
Given Names or ACN/ARBN:
I/we authorise Watershed Premium Wines Ltd trading as Watershed Premium Wines (APCA USER ID: 215829) to arrange for
funds to be debited from my/our account at the financial institution identified below and as prescribed below through the Bulk
Electronic Clearing System (BECS). The amounts and frequency of the drawings to be subject to and remain in force in
accordance with the Direct Debit Service Agreement.
D E T A I L S
O F
A C C O U N T
T O
B E
D E B I T E D
Financial Institution Name:
Financial Institution Address:
Suburb:
State
Postcode
Name of Account:
BSB No:
Account No:
Please complete the following boxes. If left blank, Watershed Premium Wines Ltd will complete on your behalf in accordance
with your existing Terms Agreement:
Amount/s to be Debited is stated in the Growers Schedule of Terms Payments being:
Monthly Amount $
Total of all Payments $
Frequency: The last day of every month – starting on the day stated in the Schedule of Terms Payments provided to you.
I N S E R T
Y O U R
S I G N A T U R E
A N D
A D D R E S S
By signing below I/we hereby certify that I/we are the authorised signatories to the account named above and have the
authority to enter into the Direct Debit Service Agreement as provided. I/we acknowledge that we have read and understand
the terms and conditions of the Direct Debit Service Agreement.
Signature/s:
Address:
Suburb:
Date:
State
/
Postcode
/
O F F I C E
U S E
O N L Y :
Client Name:
Account No:
Year
Direct Debit No:
Details:
65
Date:
/
/
(b) you may also incur fees or charges imposed or
incurred by us;
(c) you must arrange for the debit payment to be made
by another method or arrange for sufficient cleared
funds to be in your account by an agreed time so
that we can process the debit payment; and
(d) you should check your account statement to verify
that the amounts debited from your account are
correct.
Definitions
•
Account means the account held at your financial
institution from which we are authorised to arrange for
funds to be debited.
•
Agreement means this Direct Debit Service Agreement
between you and us.
•
Business day means a day other than a Saturday or a
Sunday or a public holiday listed in the State of Western
Australia.
•
Debit day means the day the payment by you to us is
due.
•
Debit payment means a particular transaction where a
debit is made.
•
Direct Debit Request means the Direct Debit Request
between us and you.
•
Us or we means Watershed Premium Wines Ltd who you
have authorised by signing a direct debit request.
•
You means the client who signed the direct debit
request.
•
Your financial institution is the financial institution
where you hold the account that you authorised us to
arrange to debit.
5. Dispute
5.1 If you believe that there has been an error in debiting
your account, you should notify us directly on (08)
9456 3811 or in writing as soon as possible so that we
can resolve your query quickly.
5.2 If we conclude as a result of our investigations that your
account has been incorrectly debited we will respond to
your query by arranging a credit into your account to
adjust your account accordingly. We will also notify you
in writing of the amount by which your account has
been adjusted.
5.3 If we conclude as a result of our investigations that your
account has not been incorrectly debited we will respond
to your query by providing you with reasons and
evidence for this finding.
5.4 Should the error be caused by your financial institution
this matter will need to be directly resolved between you
and your financial institution.
1. Debiting your account
1.1 This service agreement covers drawings by Watershed
Premium Wines Ltd against clients’ nominated account
in all events covered by any written agreement between
us and you.
1.2 By signing a direct debit request, you have authorised us
to arrange for funds to be debited from your account. If
the debit day falls on a day that is not a business day, we
may debit your account on the prior business day.
6. Accounts
You should check:
(a) with your financial institution whether direct debiting is
available from your account as direct debiting is not
available on all accounts offered by financial
institutions; and
(b) your account details which you have provided to us are
correct by checking them against a recent account
statement.
2. Changes by us
2.1 We may vary any details of this agreement or a direct
debit request at any time by giving you at least fourteen
(14) days written notice.
3. Changes by you
3.1 Subject to 3.2 and 3.3, you may change the
arrangements under a direct debit request by contacting
us on (08) 9456 3811.
3.2 If you wish to stop or defer a debit payment you must
notify us in writing at least five (5) business days before
the next debit day. This notice should be given to us in
the first instance.
3.3 You may also cancel your authority for us to debit your
account at any time by giving us at least thirty (30) days
notice in writing before the next debit day, provided
alternative arrangements are made for any amounts
owing to us. This notice should be given to us in the
first instance.
7. Confidentiality
7.1 We will keep information (including your account details)
in your direct debit request confidential. We will make
reasonable efforts to keep any such information that we
have about you secure and to ensure that any of our
employees or agents who have access to information about
you do not make any unauthorised use, modification,
reproduction or disclosure of that information.
7.2 We will only disclose information that we have about you:
(a) to the extent specifically required by law; or
(b) for the purpose of this agreement (including
disclosing information in connection with any query
or claim).
4. Your obligations
4.1 It is your responsibility to ensure that there are
sufficient cleared funds available in your account to
allow a debit payment to be made in accordance with
the direct debit request.
4.2 If there are insufficient cleared funds in your account to
meet a debit payment:
(a) you may be charged a fee and/or interest by your
financial institution;
8. Notices
8.1 If you wish to notify us in writing about anything
relating to this agreement, you should write to
Watershed Premium Wines Ltd, PO Box 1186, Canning
Vale BC WA 6970.
8.2 We will notify you by sending a notice in the ordinary
post to the address on our records.
8.3 Any notice will be deemed to have been received two (2)
business days after it is posted.
66
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67
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68
O
T
A K
R U F F L
VALLEY
E P R O J E
C T
T h e i s s u e r s o f t h i s P D S / Pr o s p e c t u s a re Wa t e r s h e d Pre m i u m Wi n e s L t d a n d Tr u f f l e Pr o p e r t i e s L i m i t e d
T h e Ma n a g e r o f t h e Pr o j e c t i s :
T RU F F L E P RO J E C TS P T Y LT D
AC N 1 1 6 2 2 8 1 0 5
Fo r f u r t h e r c o p i e s o f t h i s P D S / Pr o s p e c t u s , o r t o c o m m u n i c a t e w i t h t h e Re s p o n s i b l e E n t i t y, c o n t a c t :
G E O F F B A R R E T T o r B RU C E B E N T L EY
P O B OX 8 9 3
M A RG A R E T R I V E R WA 6 2 8 5
T E L : ( 0 8 ) 9 7 5 8 8 6 3 3 o r ( 0 8 ) 9 4 5 6 3 8 1 1 FA X : ( 0 8 ) 9 7 5 7 3 9 9 9 o r ( 0 8 ) 9 4 5 6 3 8 2 2
M O B I L E : 0 4 0 9 2 9 5 6 2 3 ( G e o f f Ba r re t t ) o r 0 4 0 0 2 5 8 9 6 3 ( Br u c e B e n t l e y )
[email protected] [email protected]
W E B S I T E : w w w. w a t e r s h e d w i n e s . c o m . a u