“The Romance
of the
Cricket Bat Willow”
Product Disclosure Statement
2007
Australian Cricket Bat
Willow Project
ARSN 091 445 046
IMPORTANT NOTICE
Participation in the Australian Cricket Bat Willow Project should be considered speculative and
long term in nature.
No guarantees are provided in relation to this Project, any returns on this project or any taxation
consequences of participation in this Project.
THE ROMANCE OF THE CRICKET BAT WILLOW INDUSTRY IN AUSTRALIA
On New Year's Day 1902 the Melbourne Cricket Ground was the setting for a test match
between England and Australia. England was batting. When a wicket fell Archie MacLaren,
the captain of the English team, and Bob Crockett, an Australian umpire, both sat down on the
grass about the middle of the wicket. The day was a scorcher and both men were glad of the
opportunity to rest while they waited for the incoming batsman.
Out of nothing ... MacLaren said: "One thing that surprises me Bob, is you do not grow the bat
willow in this country. I have travelled its length and width and although I have seen a score of
suitable localities, I have not seen a single tree of the very ornamental bat willow." Crockett,
more from politeness than any desire to establish willow plantations, replied: "When you
return to England, why not send me some cuttings?"
The new batsman arrived. MacLaren resumed his place at the crease, and Crockett returned
to his position by the stumps. The conversation may well have been lost yet MacLaren did not
forget. Some six months later Crockett received a note to meet a certain mail-boat to collect
some willow tree cuttings from the purser.
MacLaren had sent six cuttings, sealed in a steel tube. On opening, it was discovered that
although they had been taken from dormant trees in England, the cuttings had sprouted within
a fortnight of crossing the equator into the southern hemisphere.
Five cuttings had shrivelled and died, but for some extraordinary reason the sixth still lived.
The lone survivor was transported to Shepherd’s Flat, Daylesford, Victoria, where Crockett's
brother, a capable horticulturalist, carefully nurtured it.
That sickly bud flourished in its new home and lived to become the progenitor of the cricket bat
willow in Australia, including approximately 5,000 trees that were grown on the estate of R.M.
Crockett & Sons, Shepherd’s Flat. The Crockett Cricket Bat Company manufactured bats from
the Willow and became the major supplier of bats sold in Australia and soon developed an
export market. The Crockett brand gained worldwide recognition as leading Test cricketers
used the bats.
In 1956, the Crockett Cricket Bat Company was sold to Slazenger from the United Kingdom,
primarily for its distribution outlets. The plantation was regarded by its new owners as a "non
core" asset and discontinued after the mature trees were felled. Since then relatively few
cricket bats have been made from Australian grown willow and the local industry has
diminished to the point of non-existence.
However through the resolve of Aqualino Tinetti, a personal friend and neighbour of the
Crockett family at Shepherd’s Flat, a small number of the trees from the Crockett plantation
were saved. These trees have survived for almost a century through savage bushfires,
droughts and other hazards and even the Slazenger chain saws in 1956.
The Tinetti family, now fifth generation, still maintain a passionate link with the past through
their own cricket ground and museum at Shepherd’s Flat. This is the home of the original
Australian Cricket Bat Willow. The remaining trees have been diligently maintained for the
purpose of subsequent propagation. These trees have now provided the foundation for the
establishment of the exciting Cricket Willow Industry of the future.
Now is the time to re-establish Australia’s own Cricket Bat Willow Industry and make Australia
not only number one in world cricket itself but also number one as the supplier of quality
cricket bats.
“The Romance
of the
Cricket Bat Willow”
Product Disclosure Statement
2007
Part A
Australian Cricket Bat
Willow Project
ARSN 091 445 046
IMPORTANT NOTICE
Participation in the Australian Cricket Bat Willow Project should be considered speculative and
long term in nature.
No guarantees are provided in relation to this Project, any returns on this project or any taxation
consequences of participation in this Project.
TABLE OF CONTENTS
1.
IMPORTANT NOTICES ..................................................................................................1
2.
PROJECT SUMMARY ....................................................................................................2
3.
LETTER OF INTRODUCTION FROM THE CHAIRMAN .........................................3
4.
OVERVIEW OF THE PROJECT.....................................................................................5
5.
SUMMARY OF THE OFFER..........................................................................................9
6.
FEES AND OTHER COSTS..........................................................................................10
7.
THE BOARD OF DIRECTORS ....................................................................................13
8.
TAXATION ISSUES.......................................................................................................14
9.
DETAILS OF THE PROJECT .......................................................................................15
10.
RISK MANAGEMENT..................................................................................................20
11.
SALIX ALBA VAR. CAERULEA WILLOW - CRICKET BAT WILLOW ....................22
12.
DIRECTORS' STATEMENT..........................................................................................25
13.
HOW TO PARTICIPATE................................................................................................26
14.
APPLICATION FORM...................................................................................................27
15.
POWER OF ATTORNEY...............................................................................................29
16.
GLOSSARY OF TERMS................................................................................................31
17.
DIRECTORY...................................................................................................................34
1.
IMPORTANT NOTICES
This document is a Product Disclosure Statement (“PDS”) issued by Australian Cricket Bat
Willow Plantation Management Services Limited ACN 081 847 814 (“Project Manager”), the
Responsible Entity and Project Manager of the Australian Cricket Bat Willow Project ARSN
091 445 046 (“Project“) and is dated 26 October 2006. The PDS is comprised of two parts,
this Part A and Part B. The Project is a registered managed investment scheme. Persons
considering applying for an interest in the Project should read the entire PDS before making
any decision to do so. Should you be uncertain or have any doubts about participating in the
Project, you should consult your financial adviser, solicitor or accountant.
Investment in the Project is to be considered speculative and long term in nature. If your
Application is accepted, you will be a Grower legally engaged in the business of tree farming
as part of the Project. Growers are not excluded from liability to other parties and risks
commonly associated with commercial plantation forestry.
No person, firm or corporation associated with this PDS guarantees, warrants or underwrites
the performance of the Project, the return of capital or any particular rate of return.
This PDS does not constitute an offer in any place in which, or to any person to whom, it would
not be lawful to make such an offer. The distribution of this PDS in jurisdictions outside
Australia may be restricted by law and persons who come into possession of the PDS should
seek advice on and observe any such restrictions.
Any failure to comply with such restrictions may constitute a violation of applicable securities
laws. Applicants, who are resident in countries other than Australia, should consult their
professional advisers as to whether any governmental or other consent are required or
whether any other formalities need to be considered and followed to enable them to subscribe
for interests in the Project.
A copy of this PDS can be downloaded from the Project Manager’s website at
www.cricketbatwillow.com.au or a hard copy can be obtained free of charge by contacting the
Project Manager. Any person accessing the electronic version of this PDS for the purpose of
making an application for an interest in the Project must be an Australian resident and must
only access the PDS from within Australia.
Applications can only be made on the attached Application Form and are accepted by the
Project Manager in its absolute discretion.
This PDS outlines and summarises the terms and conditions of a number of agreements
which are available for perusal by prospective Growers during normal business hours at the
offices of the Project Manager (see Part B).
The photographs in this PDS are for illustrative purposes only and are not necessarily
photographs of assets or property owned by the Responsible Entity, Project Manager or any
associated entity.
Product Ruling - The Australian Taxation Office (“ATO“) has issued Product Ruling PR
2006/137 in relation to 2007 Growers (being the arrangement described in this PDS). A copy
of the Product Ruling may be obtained from the ATO website. Previous stages of the
Project also have received Product Rulings, being PR1999/74, PR2000/66, PR2002/118 and
PR2004/62 and PR2006/112. Some of these Product Rulings have now been withdrawn by
the ATO. Persons considering applying for an Interest in the Project should have regard to
2
the Product Ruling and consult their taxation adviser in relation to the Product Ruling before
making their Application.
Terms used in capitals in this PDS are defined in the glossary in Section 16.
The Australian Securities and Investments Commission (“ASIC”) take no responsibility as to
the contents of this PDS.
2.
PROJECT SUMMARY
The Australian Cricket Bat Willow Project involves establishing and developing Cricket Bat
Willow Tree Plantations that will produce timber to supply cricket bat manufacturers both
locally and internationally.
The Project is structured so that each participant will establish their own individual forestry
business and access the economies of scale and other benefits of participating in a
managed investment scheme.
The Project Manager will establish the Cricket Bat Willow Tree Plantations on land with
appropriate soil composition and access to a reliable supply of irrigation water.
The Project Manager will provide, either directly or through its subcontractors, plantation
establishment services, plantation management services, harvesting services and sales and
marketing services.
The Growers Timber will be jointly harvested and sold. The net proceeds from the sale of
the Timber will be pooled and distributed to the Growers on a pro rata basis.
3
3.
LETTER OF INTRODUCTION FROM THE CHAIRMAN
I am the chairman of Australian Cricket Bat Willow Plantation Management Services
Limited, which plans is the catalyst for the resurgence of a viable and truly
Australian cricket bat manufacturing and export industry through the commercial
growing and harvesting of cricket bat willow trees.
The basis for an Australian cricket bat industry was established by the Crockett
family who, as early as 1902, began propagating English Willow trees near
Daylesford in Victoria.
In the ensuing years, the family became convinced that Australia not only had the
capability to produce all its domestic requirements but also that considerable export
potential existed.
However, based on their experience from the original plantation at Daylesford, they
recognised that planting on a larger scale was required before their vision of a
viable local cricket bat industry could be realised. Consequently a document, “The
Cricket Bat Willow – A Commercial Proposition” was publicly released by the
Crockett’s in 1947.
In this document it was suggested farmers could grow cricket bat willow trees
utilizing otherwise non-productive parts of their properties, thus supplementing their
farm income.
The degree to which this suggestion was taken up is uncertain but what is clear, is
that from 1947 to 1955 Crockett & Son worked very hard to establish an industry
that would be competitive with the established English cricket bat market.
During this time, Crockett cricket bats made from the plantation at Shepherd’s Flat
near Daylesford were as much a part of Australian cricket as any of its famous
cricketers and Australian-made bats were exported in numbers to South Africa and
New Zealand.
Lindsay Hassett, who succeeded Don Bradman as Captain of Australia, was one
player who would not use any cricket bat other than the Crockett brand made from
Australian-grown bat willow.
However, in 1956 the Crockett business was sold to Slazenger and all but a few of
the plantation trees were felled.
The actual plantation site and remaining trees have been preserved alongside a
private cricket ground museum dedicated to the history of the Crockett bat industry
in the area.
Since the felling of the original plantation, Australia’s cricketers have been obliged
to use bats imported from the UK, or made locally from imported willow (the species
of willow grown at Shepherd’s Flat, now only available from the UK, is still
considered to be the willow most suitable for use in top-quality cricket bats).
Since the post-war years, the game of cricket has grown into a truly international
sport. The International Cricket Council (ICC) has developed the game from what
was once predominantly an England v. Australia confrontation to include over 100
member countries competing in various forms of competition. This has been
4
assisted by the rapid growth of the one day game, both in World Cup format and
other modified versions, such as 20/20 cricket.
During most of this rapid post-war development, Australia has been one of the most
successful on-field teams and has been recognised by the I.C.C as a leader in the
expansion of the game into the highly populated Asian countries including China.
The opportunity for Australia to re-establish itself in the world cricket bat market,
initially through the growing of cricket bat willow trees, has therefore probably never
been greater than now.
Australian Cricket Bat Willow Plantation Management Services Limited is currently
seeking participants who are interested in Australia’s cricketing heritage and its
future, and who also wish to participate in a worthwhile and unique Australian
cricketing initiative whilst at the same time enjoying the potential for significant
investment returns.
This is the fifth offer document to be issued. Plantations for previous stages,
containing approximately 18,000 trees, are well established at the Wood Wood site
near the Murray River at Swan Hill another 2000 trees at the Heathcote site in
Victoria.
I therefore commend it for your serious consideration.
Andrew Buckle
CHAIRMAN
5
4.
OVERVIEW OF THE PROJECT
4.1
Overview
The object of the Australian Cricket Bat Willow Project is to establish a cricket bat
Willow Tree Plantation that will produce Timber to supply cricket bat manufacturers
both locally and internationally. The Project is structured so that each participant
will establish their own individual forestry business and access the economies of
scale and other benefits of participating in a managed investment scheme.
4.2
Stage 5 of the Project
This PDS offers applicants the opportunity to participate in Stage 5 of the Project,
under which it is intended to plant approximately 22.5 hectares of cricket bat Willow
Trees on the Project Land.
4.3
Project Land
The Project Manager has secured a head lease over the Project Land, which is
near Heathcote in Victoria. Portions of the Project Land will be sub-leased to
Growers.
The Project Manager will establish the cricket bat Willow Tree Plantation on the
Project Land, which has appropriate soil composition for planting of Willow Trees.
The Project Land also has a reliable supply of irrigation water.
The other key criteria used to select the Project Land are as follows:
4.4
(a)
climate evaluation
(b)
fire control
(c)
ease of access
(d)
fencing
(e)
pest control
(f)
disease and weed control
(g)
access to major provincial centre; and
(h)
availability of staff.
Plantation Allotment
The Project Manager will divide the Project Land into Plantation Allotments. The
minimum area of a Plantation Allotment is 150m2 and thereafter may be increased
by increments of 150m2. Each 150m2 of a Plantation Allotment represents 1 Unit of
interest in the Project. The minimum number of Units available for subscription is 1
Unit.
6
4.5
Plantation Lease
The Grower will lease the Plantation Allotment from the Project Manager pursuant
to a Plantation Lease.
4.6
Plantation Management Agreement
The Grower will engage the Project Manager pursuant to a Plantation Management
Agreement to perform Plantation management services.
4.7
Plantation Management Services
The Plantation management services include the services required to establish the
Grower's Plantation ("Plantation Establishment Services"), the services required
to manage and maintain the Plantation until maturity and to harvest the Plantation
upon maturity ("Plantation Maintenance Services") as well as marketing and
selling the Timber produced by the Plantation ("Marketing Services").
The Plantation Establishment Services include:
•
preparing and cultivating the Plantation Allotment;
•
initial application of pesticides and herbicides (weed control);
•
selecting and acquiring the cricket bat Willow Tree plantings; and
•
planting and fertilising the cricket bat Willow Tree plantings.
The Plantation Maintenance Services include:
•
monitoring the health and the growth of the cricket bat Willow Trees;
•
undertaking pest eradication measures;
•
applying herbicides and insecticides;
•
irrigating the trees;
•
pruning of the trees;
•
maintaining the irrigation system;
•
maintaining fire control and risk attenuation measures;
•
conducting and co-ordinating research into improved forestry techniques;
•
monitoring and supervising the Forestry Contractor;
•
co-ordinating regular systematic checks of plantations;
•
harvesting the Plantation upon maturity;
•
processing into clefts; and
•
liaising with consultants and experts.
7
The Marketing Services include:
4.8
•
monitoring the supply and demand and price of cricket bat willow;
•
establishing contacts with cricket bat manufacturers;
•
promoting the Project as a source of quality cricket bat willow both
domestically and internationally;
•
negotiating and securing a timber sale agreement; and
•
completing the sale of the Timber in accordance with the timber sale
agreement.
Timing of Performance of Plantation Management Services
Subject to delays arising from an Unavoidable Event, the Project Manager will
complete the Plantation Establishment Services within 12 months of the
Commencement Date.
The Plantation Maintenance Services and Marketing Services will be performed on
an ongoing basis throughout the term of the Project.
4.9
Fees
The Grower is required to pay the Project Manager the following fees in relation to
each Unit:
(a)
(b)
(c)
A single payment of $5,500 apportioned as follows (“Initial Plantation
Management Fee”):
(i)
$5,335 for the Plantation Establishment Services;
(ii)
$110 for the Initial Plantation Maintenance Services; and
(iii)
$55 for the Initial Rental.
An annual payment of $275 Indexed each 30 June, apportioned as follows
(“Annual Fees”):
(i)
$220 for Plantation Maintenance Services; and
(ii)
$ 55 for rental.
A single payment upon the sale of the Timber equal to 20%, plus GST, of
the amount by which the net proceeds of sale exceed the base price of
$18,000 per Unit (indexed on 30 June each year from the year following
the Commencement Date) (“Marketing Fee”).
The amounts stated in paragraphs (a) and (b) above are inclusive of GST but
assume that there will be no increase in the rate of GST. Any increase in the rate of
GST will result in a corresponding increase in the fees payable by the Grower (ie
the fees will increase by such amount as is necessary to cover the increase in
GST).
8
4.10
Harvesting of Timber
The cricket bat Willow Trees planted in Stage 5 of the Project will be harvested by
the Project Manager when the trees attain commercial maturity. The growth rates of
trees planted in previous stages of the Project indicate that this will occur
approximately 10-12 years after planting.
Pursuant to the Plantation Management Agreement the Grower must pay or
reimburse the Project Manager for the reasonable costs of harvesting the trees and,
if it is required by the terms of the timber sale agreement, processing the harvested
timber into Clefts. The best estimate forecast of harvesting costs is $75.00 per tree
plus GST. This figure was provided by the Forestry Advisor to the Project.
4.11
Sale of Timber
Each Grower authorises the Project Manager to sell the Grower's Timber at the best
price reasonably attainable and for this purpose to negotiate and enter into an
agreement for the sale of the Timber on behalf of the Grower ("Timber Sale
Agreement").
The Project Manager anticipates that it will be able to secure a satisfactory Timber
Sale Agreement before the trees attain commercial maturity.
4.12
Pooling and Distribution of Net Proceeds of Sale
The proceeds from the sale of the Timber harvested from Stage 5 will be pooled
and the net proceeds distributed to Stage 5 Growers on a pro rata basis, in the
same proportion that the relevant Grower's Plantation Allotment bears to the total of
all Plantation Allotments leased to the relevant Growers.
9
5.
SUMMARY OF THE OFFER
5.1
Overview
The Project Manager seeks to raise approximately $7.5 million net of GST by
offering for subscription 1,500 Units of Interest in Stage 5 of the Project. Each
150m2 of Plantation Allotment is equal to 1 Unit of Interest.
5.2
Application Form
In order to obtain an Interest in the Project an Applicant must complete the
Application Form attached to or accompanying this PDS and pay the appropriate
Application amount. Persons wishing to apply for an Interest in the Project should
refer to Section 13 for details of how to complete the Application Form.
5.3
Application Amount
The Application amount to be paid by an Applicant is $5,500 per Unit. A Unit is an
area of 150m2 of a Plantation Allotment.
The Application amount per Unit includes the Initial Rental and initial Plantation
maintenance service fees for that Unit.
5.4
Conditions of Offer
The Project Manager may decline any Application without assigning any reason.
5.5
Return of Application Amount
If the Project Manager declines an Application the Project Manager will notify the
Applicant and return the Application amount to the Applicant as soon as practicable
after deducting any bank charges and taxes payable in respect of the Application
amount or in respect of deposits and withdrawals from the Application fund insofar
as applicable to the Application amount (calculated on a pro rata basis if
appropriate).
10
6.
FEES AND OTHER COSTS
DID YOU KNOW?
Small differences in both investment performance and fees and costs can have a
substantial impact on your long term returns.
For example, total annual fees and costs of 2% of your fund balance rather than 1%
could reduct your final return by up to 20% over a 30 year period (for example, reduce
it from $100,000 to $80,000).
You should consider whether features such as superior investment performance or
the provision of better member services justify higher fees and costs.
You may be able to negotiate to pay lower contribution fees and management costs
where applicable. Ask the fund or your financial adviser.
TO FIND OUT MORE
If you would like to find out more, or see the impact of the fees based on your own
circumstances, the Australian Securities and Investments Commission (ASIC) website
(www.fido.asic.gov.au) has a managed investment fee calculator to help you check out
different fee options.
6.1
Fees and other costs
This Section 6 shows fees and other costs that you may be charged. These fees
and costs may be deducted from your money, from the return on your investment or
from the fund assets as a whole.
Taxes are set out in Section 8 of this PDS.
You should read all the information about fees and costs because it is important to
understand their impact on your investment.
TYPE OF FEE OR COST1
AMOUNT
HOW AND WHEN PAID
Fees when your money moves in
or out of the fund
Establishment Fee
The fee to open your investment
1. Initial
Fee
Plantation
2. Initial Rental
Total
Management $5445.00
$55.00
$5,500.00
Upon application
11
Contribution Fee
The fee on each amount contributed Not applicable
to your investment – either by you or
your employer
Not applicable
Withdrawal Fee
The fee on each amount you take Not applicable
out of your investment
Not applicable
Termination Fee
The fee to close your investment
Not applicable
Not applicable
Management costs
The fees and costs for managing
your investment.
Annual Management Fee (Years 2- $2,200.00
11)
1 August each year
Annual Rental (Years 2-11)
$550.00
1 August each year
Not applicable
Not applicable
Service fees
Investment switching fee
The fee for changing investment
options
1
Fees and costs include, if applicable, GST less any reduced input tax credits and
stamp duty.
6.2
Example of Annual Fees and Costs
This table gives an example of how the fees and costs for the fund can affect you investment
over a one year period. You should use this table to compare the fund with other managed
investment products.
EXAMPLE
Contribution Fees
0-4%
PLUS Management Costs
[1.3]
EQUALS Cost of fund
BALANCE OF $50,000 WITH TOTAL
CONTRIBUTION OF $5000 DURING YEAR
For every $5000 you put in, you will be
charged between $0 and $200
AND, for every $50,000 you have in the fund
you will be charged $650 per year
If you had an investment of $50,000 at the
beginning of the year and you put in an
additional $5,000 during that year, you would
be charged fees of from $650 to $800:
What it costs you will depend on the fees
you negotiate with your fund or financial
adviser.
12
6.3
Additional Explanation of Fees & Costs
1. The Responsible Entity is also entitled to a single payment upon the sale of the Timber
equal to 20%, plus GST, of the amount by which the net proceeds of sale exceed the
base price of $18,000 per Unit (indexed on 30 June each year from the year following
the Commencement Date) This is known as the Marketing Fee,
2. The Responsible Entity shall be reimbursed for all costs, expenses and outgoings
properly incurred by the Responsible Entity in carrying out the thinnings or clear fall of
timber on the relevant plantations, including but not limited to, the costs of upgrading
roads, marking trees, supervising the extraction of timber from the Plantations and any
general administrative expenses directly incurred in relation to the sale of such timber.
6.4
Investment Returns
The Project Manager considers that because of the market fluctuations in relation to
various essential components necessary to create forecast returns combined with
the Project’s approximate length of 10-12 years, it may not have reasonable
grounds for providing forecast returns in this Product Disclosure Statement for the
Project. Prospective Growers should make their own assessment of the likely
returns from the Project based on the information set out in this Product Disclosure
Statement and based upon advice from their financial advisers.
The Project Manager will supply software tools for general use for financial advisors
and prospective Growers to calculate examples of potential investment returns.
6.5
Project Financial Report
The Project Manager has lodged the audited financial report in relation to the
Project for the year 2004/2005 with ASIC. A copy of this report may be obtained
from the Project Manager upon request, free of charge, during the application
period of this PDS or from ASIC upon payment of ASIC’s fee.
13
7.
THE BOARD OF DIRECTORS
Director - Andrew Buckle, OAM
Andrew is an experienced manager, who for the past ten years has provided
strategic advice to a wide range of companies in Australia, the US and Europe in
various niche markets.
Not only does Andrew serve on the Board of the Project Manager, he is also a
member of the Compliance Committee.
Andrew serves pro-bono on a number of community based boards including the
cricket charity, The Lord’s Taverners Australia, from the time of it’s formation in
1982, serving as Victorian Chairman from 1985 – 1992, National Chairman since
1992 and has been a member of the National Council since 1985.
In June 1992 he was awarded the Medal of the Order of Australia (OAM) for his
work with disadvantaged and underprivileged youth.
Director - Craig Cook, B.Ec
Craig Cook is Deputy Chairman of consulting group Burson Marstellar Pty Ltd.
Prior to that Craig was the Chief of Staff to the Victorian Treasurer and Minister for
State and Regional Development. This followed a career in private enterprise
primarily with mining company Rio Tinto Limited. Craig is a Director and Vice
President of the Carlton Cricket Club. As Chairman of Selectors at Carlton he is
best known for bringing Abdul Qadir and Carl Hooper to play Premier Cricket in
Melbourne. He is also a Director of the Carlton Cricket and Football Social Club.
Director - Kent Lovell, B.Ec
In 1968, Kent graduated from Monash University with a Bachelor of Economics. He
then commenced as a graduate in marketing with Mobil Oil Australia until 1970.
From 1971 he joined the Australian Institute of Management as a member and a
lecturer. During 1971 - 1973 he worked with Australian Fixed Trusts as the General
Manager, Permanent Building Society as well as Company Secretary.
At Bongiorno Financial Services from 1973 - 1993, Kent commenced as a partner
with a client base with the medical fraternity. He was responsible for 200 - 300
clients, taxation services and financial investment for approx. 5 - 6 years and then
organised the special projects for investment and acted on behalf of syndicates of
clients. The syndicate groups invested in pine trees, aeroplanes and real estate
development and purchases. His role was the selection of the investments and he
was directly responsible to the investment group for the completion of investment
plans.
Kent became Managing Director in 1989 and was responsible for the complete
finance operation as well as client services throughout Australia.
14
8.
TAXATION ISSUES
8.1
Overview
Persons participating in the Project may be entitled to deduct some or all of the
management fees and rental paid by them against their assessable income.
However, the Project Manager does not guarantee that a Grower will be entitled to
any particular taxation treatment, which may vary according to each Grower's
particular circumstances.
Persons considering applying for an Interest in the Project should consult a taxation
advisor in relation to the taxation implications of participating in the Project before
making their Application.
8.2
Product Ruling
The Australian Taxation Office ("ATO") has issued a Product Ruling, PR 2006/137,
in relation to the arrangement described in this PDS. A copy of the Product Ruling
may be obtained from the ATO website. Previous stages of the Project also have all
received Product Rulings, being PR 1999/74, PR 2000/66, PR 2002/118
PR 2004/62 and PR 2006/112. Some of these Product Rulings have now been
withdrawn by the ATO, as they are no longer current.
Persons considering applying for an Interest in the Project should have regard to
the Product Ruling and consult their taxation adviser in relation to the Product
Ruling before making their Application.
8.3
GST
GST is payable on Plantation Lease rental and Plantation management fees. In this
PDS, unless expressly provided to the contrary, Plantation Lease rental and
plantation management fees are stated inclusive of GST, assuming that there is no
increase in the rate of GST. If there is an increase in the rate of GST the amount
payable by the Grower will increase by an amount equal to the additional GST
payable.
The Project Manager will issue a tax invoice to Growers in respect of amounts paid
by Growers which are inclusive of GST. Provided the grower is registered for GST,
the Grower should be entitled to an input tax credit for the amount of GST included
in the payment made by the Grower.
15
9.
DETAILS OF THE PROJECT
9.1
Cricket Bat Willow
There are approximately 178 varieties of willow trees. However, salix alba var.
caerulea (commonly known as 'cricket bat willow' or 'blue willow') possesses the
characteristics which are best suited for producing best quality cricket bats.
9.2
Cricket Bat Willow in Australia
The first recorded cricket bat willow tree to be established in Australia was from the
seedling sent to Australian test umpire Bob Crockett in 1902 by Archie McLaren, the
captain of England's touring test team. This seedling was planted at Shepherd's Flat
near Daylesford, Victoria by Crockett's brother and was subsequently used to
propagate thousands of trees from which tens of thousands of quality cricket bats
were made. Many of these bats, which were manufactured in Australia by R.M.
Crockett & Son and sold under the 'Crockett' brand name, became highly valued by
their owners for their strength and durability. At the height of its productivity the
Crockett plantation was producing timber for approximately 20,000 cricket bats per
year, which were sold locally and exported to South Africa and New Zealand.
Unfortunately the production of cricket bats from Australian grown cricket bat Willow
Trees effectively ceased with the sale of Crockett's distribution network and
business to Slazenger in 1956. Slazenger had its own sources of timber and, after it
had harvested most of Crockett's trees, discontinued plantation operations in
Australia.
9.3
Rootstock
The cricket bat Willow Tree seedlings used for the Project have been propagated
from the surviving trees planted by Crockett at Shepherd's Flat.
9.4
Quality of Australian Grown Cricket Bat Willow
The 'Crockett' cricket bats were considered by many to be equal to, if not better
than, the best bats that could be imported from the United Kingdom. Indeed,
Australian Test captain Lindsay Hassett would not use any other brand of bat.
The craftsmen who made these bats attribute the high regard in which these bats
were held to their own skill and to the quality of the timber they used. Harry Preston
worked for R.M. Crockett & Son, as a cricket bat craftsman, for around 28 years.
During his time at Crockett, Harry handcrafted bats using both willow grown in the
United Kingdom and willow grown at Shepherd’s Flat. It was the considered opinion
of Harry and the other craftsmen that the Australian grown willow, with its straighter
and more evenly spaced grains, was more robust than the imported willow and
produced a hardier bat.
Another difference was that the timber produced by the Crockett plantation was air
dried in Australian conditions and tended to be heavier than the timber produced
from trees grown and dried in England. At the time, this was not an advantage
because players generally preferred light bats (between 2lb.3oz. and 2lb.4oz.), and,
to reduce weight, the local bat craftsmen were obliged to sand back the toe of the
bat and the edges of the blade. Today, however, players are using heavier bats,
(between 2lb.7oz. and 2lb.8oz.), and Harry believes that the Australian grown willow
16
is ideally suited for this market, particularly if today's improved drying techniques
are utilised.
9.5
Yield
The Project Manager anticipates that, at commercial maturity, the average tree will
yield sufficient Timber to produce 30 cricket bats.
9.6
Planting Density
The trees will be planted with a density of 20 trees for each 150m2.
9.7
Commercial Maturity
The trees will be deemed to have attained commercial maturity when they have
attained a circumference of approximately 110 cm at a height of approximately 1.5
metres above ground level.
9.8
Growth Rate
In their monograph published in 1947, R.M. Crockett & Son reported that the cricket
bat Willow Trees grown at their Shepherd's Flat plantation achieved a size suitable
for harvesting in just 10 years after planting, which is approximately twice the
growth rate achieved by trees grown in England. The growth achieved by the
plantations in earlier stages indicate that trees grown on the Project Land are likely
to mature as quickly as Crockett's trees did. However, for the purposes of the
Project, the Project Manager has assumed that commercial maturity will occur 10 12 years after planting.
9.9
Supplementary Water Supply
The amount of water, in addition to rainfall, required to support a cricket bat Willow
Tree plantation in southeast Australia varies according to the climatic conditions and
soil types in which the trees are planted. When the trees are planted they must be
watered and the water must also be kept up to them in the following months. As the
trees grow the water uptake will increase rapidly and the water supply required will
be greater than in the initial months of planting.
9.10
Irrigation
Stage 5 will have both flood and trickle irrigation systems which may be utilised
according to the individual requirements of the various Plantation Allotments. Both
formats are suitable for the growing of cricket bat Willow Trees. Flood irrigation will
see that the whole area around the trees is completely watered and soaked well
into the root zone. Trickle irrigation has distinct advantages in supplying water to
trees in that water can be taken up immediately after the system is turned on. On a
hot day being forecast it will be possible to pre water the trees overnight to minimise
any stress under severe conditions.
Trickle irrigation systems will also be utilised by the Forestry Contractor to supply
the trees with supplementary nutrient requirements to ensure proper growth rate.
Drainage on Plantation sites will be constructed to ensure that soil does not become
waterlogged. This is to allow drain off of any surface water resulting from heavy
unpredicted rains occurring after flood or trickle irrigation has been used.
17
The irrigation and drainage systems on plantations are a feature of the Project. The
proper utilisation by the Forestry Contractor will ensure the trees meet with the
required growth patterns as reported by the Forestry Advisor and monitored by the
forestry consultant.
9.11
Forestry Research Provider
The Forest Science Centre (FSC) is a government-owned research institute of the
Forests Service (Department of Natural Resources & Environment). It offers a wide
range of research, development and technical services relating to the
establishment, management and utilisation of hardwood and softwood plantations,
indigenous forests, and forest management principles.
FSC staff are recognised nationally and internationally as being at the forefront of
plantation and forest research. They have published extensively in international
journals, scientific and technical reference books, conference proceedings and
government scientific and policy reports. Their commitment to translating the
results of research into operational practice enables them to provide scientifically
sound information targeted to a wide range of customer requirements. The centre
takes pride in its highly skilled technical staff who provide expert research support
and ensure that FSC employs the latest in forest technology.
FSC offers a diverse range of expertise, particularly in:
(a)
Silviculture of Plantations
(b)
Ecology and Silvicultural of Indigenous Forests
(c)
Forest Management Principles
(d)
Tree Physiology and Nutrition
(e)
Tree Breeding and Genetic Diversity
(f)
Integrated Pest and Disease Management
(g)
Technical Support Services
Expertise at FSC has been utilised both nationally and internationally by
commercial forestry companies, Federal, State and Local governments, government
business enterprises, universities, industry training committees and research and
development corporations.
FSC provides targeted research and development services on a fee-for service
basis that will help manage the plantations effectively. A strong multi-disciplinary
approach to problem solving forms the essential base for the range of research,
development and technical services, which are provided.
For the Project, FSC will conduct diagnostic services for plant and soil material,
providing recommendations for fertiliser requirements and integrated pest and
disease control programs.
18
9.12
Forestry Contractor
Murray Valley Nurseries Pty Ltd is the Forestry Contractor engaged by the Project
Manager to conduct day to day forestry operations.
Eric Fleming started a family nursery business in the 1920s in Monbulk near
Melbourne. Now called Fleming Nurseries Pty Ltd, his six sons have all followed
him in the business. One son, Maurie, went to Wood Wood in 1965 to establish his
own nursery now called Murray Valley Nurseries Pty Ltd. Maurie’s three sons Greg,
Garry and Ross are also involved in the business.
Murray Valley Nurseries is the largest citrus nursery in Australia, supplying all
states.
Greg Fleming (with Maurie Fleming) manages the Wood Wood business of Murray
Valley Nurseries Pty Ltd with over twenty permanent staff and numerous casuals.
Garry Fleming manages the company's distribution centre and nursery in
Dandenong near Melbourne in Victoria. Ross Fleming manages the company's
nursery at Koraleigh in New South Wales.
Maurie has been in the nursery/plantation business for over 50 years, Greg 25
years, Ross 20 years and Garry over 10 years. Many of its staff are long term
employees and the total experience exceeds 250 years with the key people
involved.
Greg Fleming has been a major contributor in the practical aspects of plantations of
the Cricket Bat Willow trees particularly in relation to irrigation. The nursery has
propagated cricket bat Willow Trees for many years for small plantations with great
success.
The Flemings have the right credentials and background to successfully plant and
maintain the cricket bat Willow Tree plantations of the Project to produce an end
product highly sought after for the manufacture of cricket bats both in Australia and
overseas.
9.13
The Custodian
The Responsible Entity has engaged the Custodian as its agent to hold Application
funds and the proceeds of sale of timber prior to such moneys being disbursed in
accordance with the Constitution.
9.14
Secondary Market for Growers’ Interests
A Grower may sell its Interest in the Project by following the procedure set out in the
Constitution. However, the Project Manager is under no obligation to purchase a
Grower’s Interest. The Project Manager considers that because of the illiquid
nature of the Project any secondary market for Growers’ Interests will be limited and
Growers should not expect to be able to realise their investment before maturity.
9.15
Insurance
Every Grower may be required to insure his Plantation Crop against fire, if such
insurance is available at a reasonable cost. The Project Manager has determined
that there is no need to insure the plantation against fire. The actual risk of fire in
the Plantation is very low because of the environment in which the trees are grown
19
and the spacings involved. Circumstances may arise that alter this decision but this
is deemed unlikely.
9.16
Reports to Growers
The Project Manager will provide Growers with a report in relation to progress
and/or developments in relation to the Project following completion of the
establishment of the Plantations.
Thereafter, the Project Manager will report to the Growers not later than 31st March
in each year detailing any changes to the Plantation development and management
plan, the actual operations performed on the Project Land, the health and vigour of
the Plantation and any other matter which may affect the performance or viability of
the Plantation.
9.17
Duration of the Project
Unless determined sooner by the Grower or the Responsible Entity in accordance
with the Constitution, the Project will continue until all of the Plantation Leases in
relation to the Project have expired.
9.18
Environmental, Social and Ethical Benefits
While the prime objective in participating in the Project is to obtain a worthwhile
financial return, plantation forestry also has environmental, social and ethical
benefits. Provided they are properly managed the establishment of salix alba var.
caerulea Willow Trees provide a number of the benefits including:
(a)
returning tree cover to open land;
(b)
reducing greenhouse effect;
(c)
reducing soil degradation;
(d)
reducing wind erosion;
(e)
reducing salinity by lowering the water table;
(f)
providing diversity of wildlife habitat;
(g)
attracting wildlife;
(h)
enhancing landscape; and
(i)
protecting surrounding properties from salinity.
20
10.
RISK MANAGEMENT
10.1
Identification of Risks
Any commercial undertaking involves risk. The risks associated with the Project
may be identified as agricultural risks, financial risks and management risks. These
risks and an explanation of how they will be managed are set out below.
10.2
Agricultural Risks
A Grower's Plantation is susceptible to loss or damage by all of the risks generally
associated with agricultural activity. These include drought, flood, storm, acts of
God, bush fire and the effects of pests and disease. Any of these factors may kill or
retard the development of the trees. The Project Manager has endeavoured to
reduce these risks or the effect of these risks by adopting the following measures:
Site Selection
The Project Land is located at Heathcote in Victoria, an area that has demonstrated
climatic conditions suitable for horticulture and afforestation.
Water Supply
The Project Land is located close to a reliable source of irrigation water. The Project
Manager has included access to adequate water rights for the Plantations. The
lessor will make available for use by the Project Manager an irrigation water supply
of up to 12 megalitres per planted hectare per year, as required.
Quality of Timber
The quality of the final product depends largely upon uniform growth rates giving
even spacing between the grains. Each grain represents one year’s growth. Stable
climatic conditions coupled with the availability of adequate irrigation water will
minimise any fluctuations in growth rates.
There are no formal records available on growth rates in Australia. As such the
trees may take longer to mature than originally forecast.
10.3
Financial Risks
Management fees and rental are expenses which the Grower must pay in each year
of the Project. A return from this outlay will depend on the time taken for the trees
to reach a suitable size for harvesting, the number of Clefts yielded by the trees and
the price received for the timber. Yields are dependent on growing conditions and
management practices. Prices are dependent upon various economic conditions
and may be affected by variations in the supply and demand for cricket bat Clefts
and movements in currency exchange rates as well as the cost of harvesting.
The market for the timber is mainly export; as such movements in foreign exchange
rates and export costs will have an effect on the price paid for the timber. A
decrease in the value of the Australian dollar against foreign currencies will improve
the export potential for the Project’s timber.
21
10.4
Management Risks
The success of the Project will depend to a substantial degree on the development
and management of the Plantation. The Project Manager has an experienced
Board of Directors and staff and has engaged experienced contractors and
consultants to assist it to manage the Plantation and administer the Project.
Specific plantation management guidelines have been developed to enhance the
successful planting, maintenance and harvesting of the Plantation and the Project
Manager will regularly monitor, oversee and inspect the Plantation.
Forestry Operations
The Plantation Contractor engaged by the Project Manager has extensive
experience in forestry and horticulture as well as knowledge of local conditions.
Forestry Expertise
The Project Manager has access to experts to advise it in relation to forestry issues
including soil temperature, tree spacing, soil and leaf testing, soil preparation,
weeding, pruning, herbicides and irrigation techniques.
Fire Protection Measures
The Project Land is located in open irrigated country, which permits effective
firefighting operations in the event of a bush fire. Fire breaks will be established to
separate the Project Land from surrounding properties, which consists mostly of
orchards, vineyards and irrigated grazing land. Established main roads will provide
good access for firefighting equipment.
Pest Eradication Measures
The Project Land will be fenced to provide protection for vermin and wandering
animals. Herbicides and insecticides will be applied as necessary.
10.5
Limitation of Liability
The Constitution and the Project Agreements limit your liability as a Grower.
22
11.
SALIX ALBA VAR. CAERULEA WILLOW - CRICKET BAT WILLOW
Why Invest In salix alba var. caerulea Willow Plantations?
11.1
Growing Demand for Top Quality Cricket Bats
The demand for all cricket bats is increasing dramatically as the game is expanding
globally under the direction of the International Cricket Council and now includes 10
test playing countries, 32 associate countries and 56 affiliate countries.
Additionally the game has recently taken on new variations in format to assist in
further participation by more players, eg. World cup, one day and 20/20
competitions and super 8 competitions. Also the number of test playing countries is
increasing with the newest test playing country in 1998 being Bangladesh which
itself boasts an estimated local playing population in excess of 16 million people.
The supply of Kashmir Willow is reducing year by year (note that Kashmir Willow is
considered to be significantly inferior to the salix alba var. caerulea variety grown in
England, but still provides a major share of the world cricket bat market). Bat
manufacturers on the sub-continent have been forced to rely on this high volume,
low margin product. With increasing turmoil in the region where the Kashmir Willow
trees are grown, availability of the timber is becoming less reliable, and
manufacturers are now looking for guaranteed supply of quality willow. This will of
course prove to be beneficial for the supply of salix Alba var. caerulea timber.
Cricket bat manufacturers using the salix alba var. caerulea variety have been
dependent on supply from the willow growers of the United Kingdom. As a result
the United Kingdom, on their own, have largely determined the ongoing number of
top quality cricket bats made available to cricketers throughout the world. The real
demand for top quality cricket bats (salix alba var. caerulea) is considered to be far
in excess of what is currently being supplied.
11.2
Attributes of salix alba var. caerulea Willow
The salix alba var. caerulea willow tree variety is regarded throughout the world as
the very best willow for the manufacture of top quality cricket bats.
The reason for this recognition is that it has the essential characteristics of being
resilient and tough but also is very light for best playing purposes.
The white colour of the willow is considered by cricketers to be a most attractive
quality when selecting their cricket bat.
The secret of its suitability for stroke play is that the timber is naturally soft and
hardness can be provided mechanically. This gives the cricket bat the rebound
quality upon impact with the ball. There has never been a suitable substitute for
salix alba var. caerulea in top quality cricket bats in this traditionally based but
expanding sport. The sport of cricket is based upon “Leather on Willow.”
The salix alba var. caerulea Willow provides a softened impact on the ball but, at
the same time, allows the quality of genuine stroke play.
23
11.3
Growing Returns: Australian Advantages
Australia has distinct and advantageous growing conditions over the United
Kingdom. Southern Australia has a 28-week growing season during spring and
summer compared with 20 weeks in the United Kingdom. The temperatures in the
region proposed for the planting are also 5 degrees celsius higher.
The combination of advantageous growing conditions and consistent supply of
water through advanced irrigation systems allows for large plantations with
significantly more trees per hectare than the United Kingdom counterparts. It also
enhances the prospect of supply of timber with even grains, which is an integral
component in the strength and appearance of the cricket bat.
11.4
Domestic And World Markets
Australian Market
The Australian market for cricket bats is estimated at 50,000 bats per year.
Club cricketers in Australia use top quality willow cricket bats.
Several factors should ensure an increase in the demand for top quality cricket bats
in the Australian market in the future. These factors are:
(a)
An increase in registered club players nationally
(b)
An increase in junior club players nationally
(c)
Rapid national development of the game and success of the national team,
regarded as the No 1 test team and winners of the World Cup for one day
cricket.
The Australian Cricket Culture
•
•
•
•
•
•
•
•
•
The sport of cricket has been played in every State and Territory for over
100 years and is part of Australia's culture
Cricket is one of Australia's traditional sports. Australia has a great
tradition of cricket excellence
Cricket is a major part of the Australian summer
Australia has many cricket heroes – perhaps the greatest being Sir Donald
Bradman, AC
Cricket is a game that can be enjoyed by people of all ages, races,
genders and abilities
The Australian public places a high value on sport and its role within the
community, so much so that it is an important part of its culture
Cricket is a sport in which Australia has had great success on the world
scene for over 10 years
The cricket public is discerning and demanding, and its expectations are
high
Commercial interests, particularly television, increasingly drive cricket.
24
The World Market
(1)
The world market for cricket bats is vast. Just as the game itself varies in
format throughout the world, so do the requirements of its individual
participants. Whilst all cricketers would agree that they want the best
possible cricket bats for their own personal use, many have to make do
with:
•
•
A limited number currently available only from UK and India
A bat which is affordable.
Hence the quality of bats made from willow varies considerably from region
to region.
(2)
Given the huge populations in some of the countries in which the game is
played it is impossible to even estimate how many cricket bats in total are
sold throughout the world each year.
(3)
However, one thing is certain, and that is that the total cricket bat market
will continue to expand as the game itself is on a rapid growth curve. The
planned expansion of cricket under the auspices of the International
Cricket Council (ICC) has seen the game developed recently into a global
sport. It is now played in 10 Test playing countries, 32 Associate countries
and 56 Affiliate countries.
(4)
The Development Committee of the ICC has identified the need to promote
and develop cricket as a major sport in the densely developed areas of the
East Asia/Pacific region.
(5)
Another factor in the potential growth of the cricket bat market is that, from
a competitive point of view, the game itself has seen the introduction of
many variations. In recent years, we have seen the transition from the
traditional Test match forum to the popular one-day version, the Super 8’s
competition and now the 20/20 competition. The Super 8’s format is seen
as a means to establish a rapid interest in the game in the region and fits
comfortably with the ICC strategy plans.
(6)
As the game is developing throughout the world so too is the reputation of
the players at the top level as they play in so many more countries under
the extensive media coverage, which now exists. In addition, sports which
are able to obtain broader media coverage derive additional local active
participation levels with players using the very best in available equipment.
Tennis and golf are two major examples of these sports.
(7)
The willow considered worldwide to be the most suitable for quality cricket
bats is salix alba var. caerulea. First-class cricketers around the world use
these exclusively. In countries such as Australia and England there has
been a total rejection of any other willow bat for use in competitive cricket.
The opportunity exists for growers to share in the expanding cricket bat market and
in particular the share of the market gained through the success of salix alba var.
caerulea willow plantations in Australia.
25
12.
DIRECTORS' STATEMENT
This PDS is signed by the Directors of the Responsible Entity whose names appear below:
………………………………
Kent Christopher Lovell
………………………………
Craig Kenneth Cook
………………………………
Andrew Fergus Buckle OAM
26
13.
HOW TO PARTICIPATE
Before completing the Application Form and Power of Attorney please read the following
instructions on how to subscribe:
1.
Read the attached or accompanying Product Disclosure Statement.
2.
Complete the Application Form by inserting the total Leased Area applied for and the
amount of Initial Fees enclosed.
3.
Complete and sign the Power of Attorney in the presence of an adult witness, who
cannot be a spouse.
4.
Please make your bank cheque for the subscription payable to
SANDHURST TRUSTEES LIMITED
A/C AUSTRALIAN CRICKET BAT WILLOW PROJECT.
5.
Forward the Application Form, bank cheque and Power of Attorney to
Australian Cricket Bat Willow Plantation Management Services Limited
PO Box 1, Blackburn, Victoria, 3130
6.
Ensure:
(a)
The Application Form is signed and dated.
(b)
Your Power of Attorney is signed and dated.
(c)
Your name and address are correct.
(d)
The total Leased Area applied for and the amount in A$ are specified.
(e)
Your bank cheque is signed and dated.
(f)
If the Grower is a company, the Company Seal must be affixed and the
Australian Company Number inserted immediately after the company's
name, where it first appears on the Application Form.
27
14.
APPLICATION FORM
BEFORE COMPLETING THIS APPLICATION PLEASE READ THE FOLLOWING INSTRUCTIONS ON HOW TO PARTICIPATE:
1.
Complete the Application Form by inserting the total area you propose to lease and enclose a cheque for the appropriate application
amount $5,500 per leased area of 150 metres square
2.
Complete and sign the Power of Attorney in the presence of an adult witness who cannot be your spouse.
3.
Please make the bank cheque for the subscription payable to SANDHURST TRUSTEES LIMITED A/C AUSTRALIAN CRICKET
BAT WILLOW PROJECT.
4.
Forward the Application Form, bank cheque and Power of Attorney to Australian Cricket Bat Willow Plantation Management
Services Limited, PO Box 1, Blackburn, Victoria, 3130
5.
Ensure that:
(a)
The Application Form and the Power of Attorney are signed and dated.
(b)
Your name and address are correct.
(c)
The total Leased Area and the amount in A$ are specified.
(d)
Your bank cheque is signed and dated.
(e)
In the case of the Grower being a Company, the Company Seal must be affixed and the Australian Company Number
inserted immediately after the company's name, where it first appears on the Application Form.
NAMES:
Mr/Ms/Dr ______________________________________________________________________________________________________
Given Names (in full)
Surname
Mr/Ms/Dr ______________________________________________________________________________________________________
Given Names (in full)
Surname
COMPANY NAME: _____________________________________________________________________________________________
(in full)
(ACN)
ADDRESS: ________________________________________________
POSTCODE:
_____________
OCCUPATION: __________________________________________________________________________________________________
TELEPHONE: Home (
)
Business (
MOBILE
DATED:
)
____________________________________
_______________ EMAIL ______________________ _________________________
/
/200
I/We hereby apply to Australian Cricket Bat Willow Plantation Management Services Limited for a Plantation Lease and Plantation Management
Agreement ("the Project Agreements") in relation to the area detailed below.
Number of Units: ________________ ($5,500 per leased area of 150 m²)
Total Initial Fees
($
words
)
figures
Total Leased Area (in square metres)
(
words
m2)
figures
I/We agree to be bound by the provisions of the Constitution of the Project as registered by ASIC.
I/We acknowledge that the Project Manager has the right to accept or reject this application in whole or in part.
I/We agree that acceptance of this application may be constituted by execution of the Project Agreements by the Project Manager on my/our
behalf without communication of such acceptance to me/us.
I/We authorise you to place my/our names(s) on the Register in respect of the area leased pursuant to this application.
28
INDIVIDUAL GROWER(S)
Signature of
Signature of
Grower ____________________________________________
Grower ____________________________________________
Signature of
Signature of
Witness ___________________________________________
Witness ___________________________________________
COMPANY GROWER
The Common Seal of
was hereunto affixed in
accordance with its Constitution
in the presence of:
Director
Director/Secretary
JOINT GROWERS ONLY
We request that we be registered as *JOINT TENANTS / TENANTS IN COMMON.
(If no election is made, the joint Growers will be deemed to be tenants in common).
If you elect to be registered as tenants in common, each Grower's percentage interest must be specified.
Name
Interest %
Name
Interest %
* delete whichever is inappropriate
Notes:
1.
For joint applications, the applicant appearing first in this Application is the only person who will receive notices and be entitled to
vote. Any payments to the applicants will also be sent to that first applicant.
2.
IMPORTANT: Before signing the Application Form applicants should read the Product Disclosure Statement to which the
application relates.
3.
GROWERS SHOULD NOTE THAT:
(a)
(b)
(c)
Persons considering investing in the Project should consult their own financial advisor, solicitor or accountant before they
do so;
the Project Manager does not warrant that payments made by the Grower will be entitled to any particular taxation
treatment; and
the Project Manager is under no obligation to buy back the Interest of the Grower in the Project.
THIS APPLICATION FORM MUST NOT BE CIRCULATED OR DISTRIBUTED UNLESS ATTACHED TO OR ACCOMPANIED BY A
COPY OF THE PRODUCT DISCLOSURE STATEMENT.
29
15.
POWER OF ATTORNEY
I/We the person(s) or company named below (the Grantor), HEREBY APPOINT any person
being a Director or Authorised Officer of Australian Cricket Bat Willow Plantation Management
Services Limited (“Project Manager”) from time to time to be the Grantor's Attorney (the
Attorney) to exercise, subject to any conditions and limitations specified in Clause 2 below, the
authority conferred on the Attorney hereby and to do on the Grantor's behalf anything the
Grantor has lawfully authorised the Attorney to do.
1.
2.
In the exercise of the authority conferred by this Power of Attorney, the Attorney is
authorised to execute any assurance or other document or to do any other act
whereby a benefit is conferred on the Attorney or the Project Manager.
This Power of Attorney is expressly limited to conferring on the Attorney authority to:
(a)
Enter into and execute on the Grantor's behalf a Plantation Lease and a
Plantation Management Agreement ("the Project Agreements") as
referred to in the PDS for the Australian Cricket Bat Willow Project.
(b)
(i)
date the said Project Agreements and complete as appropriate
any blank spaces in the Schedules thereto; and
(ii)
make and initial any alterations to the Project Agreements which
are not prejudicial to the Grantor's interests in the opinion of the
Attorney.
(c)
Without limiting the foregoing and following make, do and sign all such
acts, deeds and things as may be necessary to procure the stamping of the
said Project Agreements and/or to register or procure the registration of the
Plantation Lease (or the lodgement and registration of a Caveat in respect
of such leasehold interest) on the title to the Project Land.
(d)
Alter, modify, add to or cancel the provisions of the Project Agreements
provided that such alteration, modification, addition or cancellation:
(i)
in the opinion of the Attorney do not and are not likely to adversely
affect the interests of the Grantor;
(ii)
is in the opinion of the Attorney, or of a barrister or solicitor
instructed by the Attorney, necessary or expedient to comply with
the provisions of any statute, ordinance, rule, regulation or by-law
which may be passed and which affects projects of the nature of
the Project, or is a requirement of any competent statutory
authority;
(iii)
is in the opinion of the Attorney made to correct a manifest error or
is of a formal, technical or administrative nature only;
provided that in the case of any proposed alteration, modification or
cancellation which in the opinion of the Attorney may adversely affect the
rights of the Grantor, such alteration, modification or cancellation may be
effected only in accordance with the provisions of the Constitution
governing amendments to the Constitution.
30
3.
The Grantor agrees that the Grantor shall indemnify and keep indemnified the Attorney
against all claims demands, costs, damages, losses and expenses, however arising
consequent upon the exercise of the Power of Attorney hereby granted, and further
agrees to ratify and confirm whatever the Attorney shall do in the exercise of the power
hereby granted.
DATE
Executed as a Deed on the
day of
200
INDIVIDUAL(S) GROWER(S)
Signature of
Signature of
Grantor
Grantor
Name of
Name of
Grantor
Grantor
Signature of
Signature of
Witness
Witness
Address of
Address of
Witness
Witness
Occupation of
Occupation of
Witness
Witness
COMPANY GROWER
The Common Seal of _______________________________________________________________
(the Grantor) was hereunto affixed
in accordance with its Constitution
in the presence of:
Director
Director/Secretary
31
16.
GLOSSARY OF TERMS
In this PDS, unless the contrary intention appears, the following words have the following
meanings:
Applicant means a person who submits an application for an Interest in the Project.
Application or Application Form means an application for an Interest in the Project in the
form attached to this PDS.
ASIC means the Australian Securities and Investments Commission.
Bole means the section of the trunk of the tree that is suitable for processing into clefts.
Cleft means a length of timber cut from a Tree which is of suitable dimensions to allow a
Cricket Bat to be shaped and made. The dimensions of a Cricket Bat are approximately 76
cm (length) x 10 cm (width) x 6.5 cm (thickness).
Commencement Date means the date on which a Grower's Application is accepted.
Constitution means the Constitution of the Project as registered by ASIC.
Custodian means Sandhurst Trustees Limited (ACN 004 030 737).
Financial Year means the period from 1 July (or the Commencement Date in the case of the
First Financial Year) until the following 30 June.
Forestry Contractor means Murray Valley Nurseries Pty Ltd (ACN 005 681 425).
Forestry Advisor means Richard Warren-Smith.
Grower means a person whose Application for an Interest in the Project pursuant to this PDS
is accepted and who becomes a party to the Project Agreements.
GST means goods and services tax payable under A New Tax System (Goods and Services
Tax) Act 1999.
Harvest means logging or cutting down of the Trees on the Plantations and the extraction,
removal and processing of the Trees so logged.
Initial Fees means the total of the Initial Management Fees and the Initial Rental, which are
required to be paid on or before the Commencement Date.
Initial Plantation Management Fee means the fees payable by the Grower on or before the
Commencement Date specified in Section 4.9(a).
Initial Rent Period means the period from the Commencement Date to the next relevant 30
June.
Initial Rental means the rental payable by the Grower on or before the Commencement Date
specified in Section 4.9(a).
Interest means the interest of a Grower in the Project pursuant to the Project Agreements and
the Constitution.
32
Indexed means increased by the percentage increase (if any) in the Consumer Price Index
(All Groups, Melbourne) during the preceding 12 months or during such other period as may
be specified.
Leased Area means the area of the Plantation Allotment. The Minimum Leased Area is
150m2. Larger Leased Areas may be obtained in multiples of 150m2.
Participant means a Grower.
PDS means this document issued by the Responsible Entity offering Interests and includes
any documents that are supplementary to or in replacement of this document.
Plantation means the plantation of salix alba var. caerullea Willow Trees to be established on
the Plantation Allotment.
Plantation Allotment means the portion of the Project Land which is leased to the Grower by
the Project Manager as Lessor pursuant to the Plantation Lease.
Plantation Contractor means Murray Valley Nurseries Pty Ltd ACN 005 681 425
Plantation Development and Management Plan means the plan for the management of the
Plantation contained in the Plantation Management Agreement.
Plantation Lease means the lease of the Plantation Allotment made between the Grower and
the Project Manager as Lessor.
Plantation Management Agreement means the agreement made between the Grower and
Project Manager in relation to the establishment and maintenance of the Plantation.
Processing means the processing of Trees into clefts.
Product Disclosure Statement means this document issued by the Responsible Entity
offering Interests and includes any documents that are supplementary to or in replacement of
this document.
Project means the Australian Cricket Bat Willow Project ARSN 091 445 046.
Project Agreements means the Plantation Lease and Plantation Management Agreement.
Project Land means the land which is used for the Project, being part of the land described in
Certificate of Title Volume 10726 Folio 537, a portion of which will be leased to the Grower
under the Plantation Lease.
Project Manager means Australian Cricket Bat Willow Plantation Management Services
Limited (ACN 081 847 814).
Prospectus No 1 means the Prospectus issued by the Project Manager in relation to the
Project dated 15 June 1998.
Prospectus No 2 means the Prospectus issued by the Project Manager in relation to the
Project dated 29 March 2000.
Prospectus No 3 means the Prospectus issued by the Project Manager in relation to the
Project dated 29 October 2002.
33
2004 Product Disclosure Statement means the Product Disclosure Statement issued by the
Project in relation to the Project dated 20th May 2004.
Responsible Entity means Australian Cricket Bat Willow Plantation Management Services
Limited (ACN 081 847 814).
Section means a section of this PDS.
Silviculture means the cultivation, tending and growing of trees.
Stage 1 means Stage 1 of the Project being the project land developed for Growers
subscribing under Prospectus No 1.
Stage 2 means Stage 2 of the Project being the project land developed for Growers
subscribing pursuant to Prospectus No. 2.
Stage 3 means Stage 3 of the Project being the project land developed for Growers
subscribing pursuant to Prospectus No. 3.
Stage 4 means Stage 4 of the Project being the project land developed for Growers
subscribing under the 2004 Product Disclosure Statement.
Stage 5 means Stage 5 of the Project being that part of the Project Land developed for
Growers subscribing under this PDS.
Term means the term of the Project which, subject to the Constitution, will occur upon the
expiration or termination of all of the Plantation Leases.
Timber means the wood extracted from the Cricket Bat Willow Trees.
Unavoidable Event means an act of God, strike, lockout or other interference with work, war
declared or undeclared, blockage, disturbance, lightning, fire, drought, earthquake, storm,
flood, explosion, government or quasi-government restraint, exploration, prohibition,
intervention, direction, embargo, unavailability or delay in availability of equipment or transport,
inability or delay in obtaining governmental or quasi-governmental approvals, consents,
permits, licenses, authorities or allocations, or any other similar cause which is beyond the
reasonable control of the person relying on the Unavoidable Event.
Unit means an area of 150m2 of the Plantation Allotment.
Willow Tree means a willow tree of the salix alba var. caerulea variety.
34
17.
DIRECTORY
Auditors of the Project Manager and the Project
R J Sincock
C. W. Stirling & Co
Level 6, 90 William Street
Melbourne Victoria 3000
Custodian
Sandhurst Trustees Limited (ACN 004 030 737)
Level 5
120 Harbour Esplanade
Docklands Victoria 3006
Directors of the Project Manager
Kent Christopher Lovell, B.Ec
Craig Kenneth Cook, B.Ec
Andrew Fergus Buckle, OAM
Plantation Contractor
Murray Valley Nurseries Pty Ltd (ACN 005 681 425)
Wood Wood Victoria 3596
Responsible Entity and Project Manager
Australian Cricket Bat Willow Plantation Management Services Limited
(ACN 081 847 814)
98 Railway Road
Blackburn Victoria 3130
Solicitors to the Project Manager
Hunt & Hunt
Level 26
360 Collins Street
Melbourne Victoria 3000
“The Romance
of the
Cricket Bat Willow”
Product Disclosure Statement
2007
Part B
Australian Cricket Bat
Willow Project
ARSN 091 445 046
IMPORTANT NOTICE
Participation in the Australian Cricket Bat Willow Project should be considered speculative and
long term in nature.
No guarantees are provided in relation to this Project, any returns on this project or any taxation
consequences of participation in this Project.
TABLE OF CONTENTS
1.
PROJECT AGREEMENTS...........................................................................................1
2.
MATERIAL CONTRACTS...........................................................................................19
3.
ADDITIONAL INFORMATION....................................................................................21
PART B
1.
PROJECT AGREEMENTS
1.1
Constitution
(a)
Establishment Of The Project
The Constitution is the document under which the Project is established and
is registered with ASIC.
(b)
Parties
The parties to the Constitution are the Responsible Entity and each Grower.
By signing the Application Form attached to this PDS, the Applicant will be
agreeing to be bound by the terms of the Constitution as if the Applicant had
signed the document.
(c)
Application Price
In order to acquire an Interest in the Project, an Applicant must pay to the
Responsible Entity the Initial Fees specified in this PDS.
(d)
Project Property
The Responsible Entity will hold on trust for the Growers for the Term of the
Project, all Project property. However, the Responsible Entity may appoint an
agent or Custodian to hold the Project property subject to the terms of the
Constitution.
(e)
Grower’s Contributions
The Responsible Entity will maintain an account with a bank or common fund
into which all Growers contributions (ie Initial Fees) shall be deposited (“the
Project Trust Account”). Provided that the Growers contributions shall
exceed the minimum subscription amount (if any), the Responsible Entity
shall disburse the funds in the Project trust account, to the Lessor for lease
rental and the balance to the Responsible Entity.
(f)
Management Income
All management income payable by Growers to the Responsible Entity
pursuant to the Project Agreements (ie the Plantation Leases and the
Plantation Management Agreements) shall be paid to the Responsible Entity
and deposited into a management trust account. The Responsible Entity
shall maintain such records as to enable it to identify the Grower by whom
each amount paid into the management trust account has been paid and the
Plantation. The Auditor will audit the management trust account on the
balance date of each year or such other time as determined by the
Responsible Entity. The Responsible Entity may from time to time distribute
the balance of the Management Trust Account to the Responsible Entity for
services provided or to be provided in maintenance of the Plantation pursuant
to the relevant Project Agreement.
2
(g)
Plantation Lease Rental
All lease rental shall be paid directly by the Growers to the Lessor in
accordance with the Plantation Lease.
(h)
Distributions Of Income
(i)
(ii)
(iii)
(i)
Subject to (ii) and (iii) below, all Harvest income due to the Growers
shall be payable to the Responsible Entity and deposited into a
Harvest trust account. Within 21 days of payment of any monies into
the Harvest trust account, the Responsible Entity shall distribute such
Harvest income as follows:
A.
firstly, the Responsible Entity shall be reimbursed for all costs
and expenses properly incurred to thin or clear timber and any
other general administrative expenses incurred in relation to
the sale of the timber;
B.
secondly, the Responsible Entity shall be paid the
management fee as specified in the Schedule to the Plantation
Management Agreement;
C.
The balance shall be distributed pro rata to the Growers in
respect of whose Plantation the Harvest income was derived.
Notwithstanding (i) above, the Responsible Entity shall be entitled to
deduct from the Harvest income to be distributed to Growers:
A.
any outstanding amount due to the Responsible Entity in
respect of insurance premiums paid by it under a Project
Agreement;
B.
any Plantation Lease rental owing by a Grower to the Lessor;
and
C.
any management income owing by a Grower to the
Responsible Entity.
Where all or some of the Willow Trees on a Grower’s Plantation
Allotment are destroyed by fire or any other cause whatsoever the
Grower’s Harvest income will be reduced by the proportion of the
Grower’s Plantation Allotment that was destroyed.
Responsible Entity’s Remuneration
The Responsible Entity shall be entitled to receive the following amounts by
way of remuneration:
(i)
the amounts payable to the Responsible Entity from the Project trust
account under the heading of “Grower's Contributions” above;
(ii)
all management income payable by the Growers to the Responsible
Entity pursuant to the Project Agreements.
All payments to the Responsible Entity are exclusive of GST.
3
(j)
(k)
Register of Growers
(i)
The Responsible Entity shall maintain a register of the Growers
containing the names and addresses of the Growers, the Plantation
Allotment leased by the Grower, the date when the Grower was
entered on to the register and the date on which the person ceased
to be a Grower.
(ii)
The auditor shall audit the register at least once every 12 months.
(iii)
The Grower shall immediately notify the Responsible Entity of any
relevant changes, which shall be entered on to the register by the
Responsible Entity.
(iv)
The auditor and Responsible Entity shall be entitled at all reasonable
times to inspect the register and the Grower shall have the right to
inspect the register free of charge at the Responsible Entity’s office.
Assignment of Interest
Subject to the Constitution and the terms of the relevant Plantation Lease and
Project Agreement, each Grower may freely assign its rights and privileges
under the Constitution, the Project Agreement or the Plantation Lease. Each
assignment must be in writing and in a form acceptable to the Responsible
Entity and executed by the assigning Grower and by the assignee and
delivered to the Responsible Entity. The assigning Grower shall be deemed
to remain the proprietor of the Interest assigned until the assignee is entered
on to the register.
(l)
(m)
Powers of Investment
(i)
The Responsible Entity has the powers of a natural person to invest
in and deal with investments as are authorised by law for the
investment of trust funds, which may include, assets described in a
PDS or other disclosure document issued by the Responsible Entity
in respect of the Project.
(ii)
Where the Responsible Entity has engaged a Custodian to hold the
Project Property, the Responsible Entity must direct the Custodian to
invest and deal with the Project Property in accordance with the
Constitution.
Power to Borrow
The Responsible Entity may borrow for the purposes of the Project and
pledge Project property as security for the borrowing.
(n)
Indemnity and Liability
(i)
The Responsible Entity has a right of full indemnity out of the Project
property in respect of:
A.
any liability incurred by the Responsible Entity in performance
of its duties under the Project; and
4
B.
all fees payable and costs recoverable by the Responsible
Entity under the Constitution and any Project Agreements.
This indemnity continues after the Responsible Entity ceases to be
the responsible entity for the Project, unless it is a result of
negligence, fraud, breach of duty or breach of trust by the
Responsible Entity.
(o)
(ii)
The Responsible Entity will not be liable for reliance on any
document which it believes is genuine or has been approved or
signed by the proper parties.
(iii)
The Responsible Entity is not liable to any Grower for any payment
by it in good faith to a duly authorised fiscal authority of the
Commonwealth, State or Territory of Australia for taxes or other
charges.
(iv)
The Responsible Entity may act on the advice of any professional
advisor who it believes is an expert in relation to the matter
consulted. The Responsible Entity is entitled to be indemnified out of
the Project property in respect of anything done in good faith on
reliance upon the opinion or advice of the expert consulted in relation
to the Project.
(v)
Nothing in the Constitution limits the liability of the Responsible Entity
for negligence, fraud, breach of duty or breach of trust.
(vi)
Subject to the Constitution and the Project Agreements, the Growers
have no liability to the Responsible Entity nor any agent or creditor of
it.
(vii)
If any member of the compliance committee incurs a liability in that
capacity, in good faith, and in accordance with the compliance plan
registered for the Project, that person is entitled to be indemnified
from the Project property to the extent permitted by the law.
Grower’s Rights to Withdraw
Once a Grower’s Interest has been registered, the Grower has no right to
withdraw from the Project or to require the Responsible Entity to purchase its
Interest.
(p)
Additional Powers of the Responsible Entity
(i)
The Responsible Entity must not pay money from the Project
property unless authorised by the Constitution, Project Agreements,
the Corporations Act 2001 or where the payment is in respect of:
A.
ordinary bank charges and statutory fees;
B.
any payments which are required to be made in relation to
Investments made from money held in the fund from time to
time (including stamp duty and transactional costs); or
5
C.
(q)
payments authorised by an ordinary resolution of a meeting of
Growers.
(ii)
In addition to the powers under the Constitution and the Law, the
Responsible Entity may do anything necessary for the proper and
efficient establishment, management and development of the Project.
(iii)
The Responsible Entity may on its own behalf or on behalf of any
Applicant or Grower commence legal proceedings in respect of the
Project or any Grower’s Interest.
(iv)
The Responsible Entity covenants with all Growers to act in
accordance with the Project Agreements.
Other Activities of the Responsible Entity
Subject to the law, the Responsible Entity may:
(r)
(i)
establish, manage or promote any other project or managed
investment scheme as a responsible entity;
(ii)
deal with itself in its capacity as manager, trustee or responsible
entity of any other trust or scheme; or
(iii)
be interested in any contract or transaction with itself or any Grower
in its capacity as manager, trustee or responsible entity from any
other trust or managed investment scheme or in any other capacity.
Change of Responsible Entity
The Responsible Entity may only be changed in accordance with Part 5C.2 of
Division 2 of the Corporations Act 2001.
(s)
Appointment and Removal of Auditor
(i)
The auditor of the Project is C.W. Stirling & Co, Chartered Accounts,
and they will remain auditor of the Project until removed, retired or
unless they are no longer a registered company auditor. The
auditors fee shall be payable by the Responsible Entity from the
Project trust account.
(ii)
The auditor may retire upon giving 6 months notice of intention to
retire.
(iii)
The Responsible Entity may remove the auditor at any time and
replace it with another auditor appointed by the Responsible Entity.
(iv)
An ordinary resolution of a meeting of Growers may resolve to
remove the auditor and replace it with a new auditor.
(v)
The auditor may also be the auditor of the Responsible Entity, but
may not be a director, officer or employee of the Responsible Entity.
6
(t)
(u)
(v)
Meeting of Growers
(i)
The provisions of Part 2G.4 of the Corporations Act 2001 apply to
meetings of Growers, except as varied by this clause.
(ii)
The Responsible Entity may convene a meeting of Growers at any
time and where required to do so by the law.
(iii)
A quorum of 3 Growers in person or by proxy is sufficient for an
ordinary resolution of Growers. A quorum of 10 Growers in person or
by proxy is required for a special resolution or extraordinary
resolution of Growers.
(iv)
A poll may not be demanded in respect of a resolution concerning
the election of the chairman of the meeting or an adjournment of the
meeting.
(v)
The Responsible Entity may at its discretion accept as valid a proxy
not conforming with the requirements of Section 252Y(1) of the
Corporations Act 2001. The Responsible Entity must receive at least
48 hours before a meeting, the instrument appointing the proxy and a
certified copy of the power of attorney (where it is relevant), for an
effective proxy to be recorded.
Period of the Project
(i)
Subject to the Corporations Act 2001 and this clause, the Project will
continue until the termination or expiration of the Plantation Leases
or upon the sooner completion of the harvesting of all Plantation
Allotments and the distribution of all the Harvest income. However,
the Growers may by extraordinary resolution extend the Project,
provided that the Responsible Entity agrees to such extension and
that the rule against perpetuities applicable to the Constitution will not
be infringed.
(ii)
If there is any requirement under a Commonwealth or State law
which in the Responsible Entity’s opinion, detrimentally affects the
interests of the Growers, the Responsible Entity may terminate the
Project or if a Responsible Entity is required to lodge deposits or
securities, or if the fund will be prejudiced if the Responsible Entity
does not so act, the Responsible Entity by notice in writing to the
Growers, terminate the Project.
(iii)
Upon termination of the Project, all rights and obligations under the
Project Agreements will cease and terminate.
Winding Up of the Project
(i)
The Responsible Entity must wind up the Project upon the following
events:
A.
the Project comes to an end as a result of the preceding
clause;
7
(ii)
(iii)
(w)
B.
the Project is without a Responsible Entity;
C.
an extraordinary resolution of the Growers is passed in
accordance with Part 2G.4 of the Corporations Act 2001
directing the Responsible Entity to wind up the Project;
D.
a Court orders the Project to be wound up according to
Section 601ND of the Corporations Act 2001;
E.
the Growers pass an extraordinary resolution removing the
Responsible Entity but not appointing a replacement
Responsible Entity.
The Responsible Entity is responsible for winding up the Project,
unless otherwise required by the law, and must:
A.
convert all Project property into money, deduct all proper costs
and distribute the balance amongst the Growers
proportionately;
B.
proceed to wind up the Project efficiently and diligently, unless
it is in the interests of the Growers to postpone the winding up
of the Project.
The Responsible Entity may retain from the proceeds of the
realisation of the Project property sufficient amount:
A.
to meet future payments or possible payments due after the
distribution to Growers; and
B.
to pay its own remuneration and expenses following the
realisation of the Project property.
(iv)
The powers and rights of the Responsible Entity under the
Constitution continue following the termination of the Project to the
extent that such continuation is not inconsistent with this clause.
(v)
Once the Project is wound up, the Responsible Entity must engage a
registered company auditor to audit the final accounts and to send
such accounts to each Grower within 30 days of receiving the report
from the auditor.
Modification of the Constitution
The Constitution may be modified in accordance with Section 601GC of the
Corporations Act 2001.
(x)
Complaints Handling
(i)
The Responsible Entity must appoint a complaints handling officer
and if there is any vacancy, the secretary of the Responsible Entity
will be deemed to be the complaints handling officer.
(ii)
Any Grower may make a complaint about the Project by writing to the
Responsible Entity or telephoning and speaking with the complaints
8
handling officer. The complaint must specify the details of the
Grower making the complaint and all necessary details.
(y)
(iii)
Upon receiving a complaint, the Responsible Entity must write to the
complainant to acknowledge the complaint or respond fully to it. In
the Responsible Entity’s written response to the complainant, it must
specify the complaint handling officer’s details, how the complaints
handling officer proposes to deal with the complaint and the time it
will take to respond to the complaint if it is not fully dealt with within
the letter.
(iv)
The Responsible Entity must treat all complaints seriously and must
attempt to respond fully to each complaint within 21 days after
receiving the complaint. The Responsible Entity must contact the
complainant at least once each calendar month until the complaint is
fully resolved.
(v)
The Responsible Entity must act reasonably in attempting to resolve
a complaint. If the Responsible Entity believes that it has either
resolved the complaint or cannot do anything more to satisfy the
complainant, then it must inform the complainant of its views in a
clear and concise manner and inform the complainant of other
avenues open to the complainant if the complainant is not satisfied
with the Responsible Entity’s response.
(vi)
If the complaint cannot be resolved to the satisfaction of the
complainant then the complainant may proceed under the dispute
resolution under the Constitution or take other action open to it under
the general law.
(vii)
The Responsible Entity must maintain a detailed record of each
complaint relating to the Project.
Dispute Resolution
(i)
Any party asserting a dispute in relation to the Project must give the
other party to the dispute a dispute notice stating the matter in
dispute, the arguments of the party giving the dispute notice and
what should be done to rectify the dispute. The party receiving the
dispute notice must respond in writing within 5 Business Days of
receipt of the dispute notice.
(ii)
If a dispute is not resolved within 21 days of service of the dispute
notice, then the parties must attend a settlement conference in the
presence of an independent person to attempt to resolve the dispute.
(iii)
If the parties are unable to resolve the dispute within 7 days after
attending the settlement conference, then either party may submit
the dispute to an independent expert for settlement. The
independent expert may be the same person as the independent
person and their decision will be final and binding on the parties. The
independent expert must also determine which party is to pay the
costs of the resolution of the dispute.
9
1.2
Plantation Lease
(a)
Parties
The Plantation Lease will be between each several Grower and the Project
Manager as Lessor.
(b)
Grant of Plantation Lease
The Project Manager sub-leases to the Grower the Plantation Allotment
comprising the Leased Area described in the schedule for the Term, on and
subject to the terms and conditions of the Plantation Lease. The Term is for 11
years but with provision to terminate the Term earlier if the Plantation is
Harvested prior to this date. The Grower has an option to extend the Term for
four years with an election to terminate earlier upon the completion of the
Harvesting of all Plantations.
(c)
Location of Land
The Plantation Allotment forms part of the Project Land.
(d)
Early Termination upon Harvesting
If all the Plantations on the Project Land are Harvested before 25 June 2018
either the Grower or the landholder can terminate the renewed Plantation
Lease by 60 days notice in writing to the other.
(e)
Rent
(i)
(ii)
(f)
The Grower shall pay to the landholder during the Term the rent as
follows:
A.
the amount of $55.00 per Unit on the Commencement Date for
the period from the Commencement Date to 30 June 2007; and
B.
for each subsequent financial year of the Term, including any
extended Term, the amount payable for the previous year
Indexed, on 1 August in each year.
The Grower must pay any GST on the rental. The rental stated
above is inclusive of GST assuming there is no increase in the rate of
GST. Rent will increase if there is an increase in the rate of GST.
Growers' Covenants
The Grower covenants:
(i)
to punctually pay the rent;
(ii)
to establish, tend and manage the Plantation crop in a proper and
skilful manner and in accordance with sound silvicultural and
environmental practices;
(iii)
to comply with and obey all Acts and regulations, by-laws, orders,
ordinances and rules made in respect of or applying to the use or
occupancy of the Leased Area;
10
(g)
(iv)
to repair promptly all damage done to any roads, tracks or fences on
the Leased Area or on neighbouring land resulting from the actions of
the Grower or its contractors;
(v)
to embark on such operations as may be required primarily and
principally to prevent or combat land degradation in relation to the
Leased Area;
(vi)
not to erect any structures or use any caravans for either temporary
or permanent accommodation on the Leased Area except where
such facilities are necessary to facilitate bona fide management of
the Plantation crop and to remove any such facilities as soon as they
are no longer necessary for the bona fide management of the
Plantation crop;
(vii)
to use all reasonable care to avoid causing any unreasonable
interference to the operations of the owner or occupier of
neighbouring land;
(viii)
to leave all roads and tracks on the Leased Area and such roads and
tracks on neighbouring land as built or constructed in accordance
with the terms of the Plantation Lease at the expiry of the Plantation
Lease.
The Lessor's Covenants
The Lessor's covenants:
(i)
to permit the Grower, upon paying the rent to peaceably and quietly
hold and enjoy the Leased Area during the Term, without any
interruptions by the Lessor or any person or persons claiming under
or through the Lessor;
(ii)
to construct and thereafter maintain such fences as the Lessor
believes reasonably necessary to prevent livestock from straying
onto the Plantation Allotment;
(iii)
to comply with the provisions of the head lease;
(iv)
to punctually pay all rates, taxes and other charges levied on the
Lessor by any local or other relevant Government authority in respect
of the Plantation Allotment;
(v)
to allow the Grower and its contractors full and free access to the
Plantation Allotment including along any road or track over
neighbouring land which the Lessor is lawfully able to use which
gives access to and from the Plantation Allotment to a public road;
(vi)
to graze livestock on the Plantation Allotment from time to time so as
to reduce any fire hazard which may be caused by grass growing on
the Plantation Allotment but to the extent only that it is reasonably
able and which would not cause damage to the Plantation crop;
11
(h)
(vii)
to comply with and obey all Acts and regulations made in respect of
or applying to the use or occupancy of neighbouring land occupied
by the Lessor;
(viii)
to not light any fires on the Plantation Allotment at any time during
the Term except with the approval of the Grower which approval shall
not be unreasonably withheld;
(ix)
not to create any encumbrances over the Plantation Allotment or any
part thereof ranking in priority to the interests of the Grower under the
Plantation Lease.
(x)
maintain at all times a trickle irrigation system to water the Plantation
and procure an irrigation water supply for the benefit of all Plantation
Allotments contained within the area of the head lease of up to 6
megalitres of water per hectare per annum.
Further Covenants
The Lessor and the Grower agree that:
(i)
neither party shall permit or suffer to be done any act, matter or thing
upon the Plantation Allotment whereby any insurances in respect of
the Plantation Allotment may be prejudiced or rendered void or
voidable, or whereby the rate of premium on any insurance policy
shall be liable to be increased;
(ii)
neither party shall store or use chemical, inflammable, noxious or
dangerous substances on the Plantation Allotment in a manner which
may be likely to result in damage to vegetation, livestock, crops or
water reserves on the Plantation Allotment;
(iii)
the Grower shall be entitled (with the consent of the Lessor, which
shall not be unreasonably withheld) to construct and maintain such
roads and tracks to provide access to the Plantation Allotment in
such positions as the Lessor agrees, to provide access for log
haulage;
(iv)
Subject to the rights of access reserved to the head Lessor and the
Lessor, the Grower shall have the right to padlock gates on roads
and tracks entering the Plantation Allotment in order to prevent
trespassers entering the Plantation Allotment;
(v)
each of the parties shall execute and deliver to the other party any
other documents which that other party considers reasonably
necessary or desirable to evidence, effectuate or confirm the
Plantation Lease;
(vi)
each of the parties shall pay all costs, charges and expenses,
including costs of and in connection with the preparation and service
of a notice requiring the other party to remedy a breach of any of the
covenants contained in the Plantation Lease;
(vii)
the Lessor agrees that the Grower shall not be:
12
(i)
(j)
A.
required to remove any stumps from the Plantation Allotment or
remove any roads or tracks constructed in accordance with the
provisions of the Plantation Lease;
B.
liable to reimburse the Lessor for any costs associated with the
Lessor removing such stumps, roads or tracks;
(viii)
the Lessor shall be legally entitled to such trees, wood or other
vegetation not Harvested during the Term and to all plant,
equipment, implements and other things brought onto the Plantation
Allotment by or on behalf of the Grower and not removed within 3
months after the termination of the Plantation Lease;
(ix)
each party shall have the right with the approval of the other party
(which approval shall not be unreasonably withheld) to assign or
otherwise dispose of its rights under the Plantation Lease provided
that the transferring party first obtains a deed of covenant by the
proposed assignee or person who receives the disposal (the
"Grantee") containing a covenant by the Grantee in favour of the
non-transferring party that the Grantee will at all times during the
Term observe and perform all or any of the covenants contained or
implied in the Plantation Lease to be observed or performed by the
transferring party.
Damage to or Reduction in the Viability of the Plantation Crop
(i)
If the whole or a substantial part of the Plantation is damaged by fire
or any other cause whatsoever or an independent forestry consultant
commissioned by the Grower determines that it is no longer
commercially viable to continue to operate the Plantation or any
portion thereof, then the Grower shall be entitled to assess the extent
of the damage to the Plantation and may terminate the Plantation
Lease or reduce the Leased Area by the area which has been
damaged or is no longer viable.
(ii)
If the Plantation Lease is terminated or the Leased Area is reduced,
the Grower shall, if so directed by the Lessor:
A.
in the case of termination of the Plantation Lease, harvest and
remove all wood and debris from the Leased Area and reseed
to pasture; or
B.
in the case of reduction of the Leased Area, remove all wood
and debris from the area which has been damaged or is no
longer viable, and (if practicable) fence off and reseed to
pasture that area.
Force Majeure
(i)
"Force Majeure" is defined as:
A.
an act of God, fire, explosion, earthquake, landslide, flood,
wash-out, lightning, storm or tempest;
13
(k)
B.
strikes, lockouts, stoppages or restraints of labour or other
industrial disturbances;
C.
war, acts of public enemies, riot or civil commotion or
sabotage;
D.
breakdown of or accident to plant, machinery or equipment;
E.
restraints embargoes or other unforeseeable actions of the
government of Victoria or of the Commonwealth of Australia;
F.
any Act of Parliament, regulation, by-law, order, ordinance or
rule which prevents the planting of the Plantation or prevents
the Harvesting of the Plantation or the processing of any of the
wood.
(ii)
A party to the Plantation Lease shall be excused from performance of
and shall not be liable for any failure in the fulfilment of any obligation
imposed upon it by the Plantation Lease if such performance or
fulfilment is prevented by Force Majeure or the consequences of
Force Majeure which the party claiming Force Majeure could not
have prevented or overcome by exercising a reasonable standard of
care and prudence.
(iii)
A party claiming the benefit or protection of paragraph B must:
A.
promptly give notice to the other party of the occurrence and
circumstances in respect of which the claim arises;
B.
take all reasonable steps to ameliorate and remedy the
consequences of that occurrence without delay;
C.
resume performance in full of its obligations under the
Plantation Lease as soon as reasonably practicable; and
D.
in the case of the Grower, be entitled to extend the Term for
the period during which Harvesting is unable to be performed
or the processing of any of the wood because of Force
Majeure.
Termination in the Event of Default
(i)
The Lessor may terminate the Plantation Lease if the Grower fails to
perform or observe any covenants conditions or stipulations
contained in the Plantation Lease and such default shall have
continued, for a period of 30 days, after receipt by the Grower of
written notice from the Lessor requiring the default to be rectified.
(ii)
The Grower shall be entitled to terminate the Plantation Lease if the
Lessor is in default of any obligation under the Plantation Lease and
such default shall have continued for a period of 30 days after receipt
by the Lessor of written notice from the Grower requesting that the
default be remedied.
14
1.3
Plantation Management Agreement
(a)
Parties
The Project Management Agreement will be between the Grower and
Australian Cricket Bat Willow Plantation Management Services Limited ("the
Project Manager").
(b)
Appointment of the Project Manager
The Grower engages the Project Manager to perform the Plantation
services during the Term.
(c)
Plantation Services
The Project Manager will establish and maintain a plantation of Willow
Trees on the Growers Plantation Allotment in accordance with the
management plan and best silvicultural practices, including:
(i)
the establishment and management of the Plantation crop in a proper
and skilful manner in accordance with the management plan;
(ii)
planting of Willow Trees;
(iii)
the provision of sufficient healthy rootstock to achieve the stocking
rate set out in management plan;
(iv)
the prompt repair of all damage done to any roads, tracks or fences
on the Project Land or on abutting land resulting from the actions of
the Project Manager or its contractors or their respective employees;
(v)
the taking of steps as may be required primarily and principally to
prevent or combat land degradation of the Project Land;
(vi)
the use of all reasonable care to avoid causing any unreasonable
interference to the operations of the owners of abutting land;
(vii)
the securing of the entrances to the Project Land in order to prevent
trespassers entering the Project Land and the taking of such other
security measures as appears appropriate;
(viii)
the keeping of:
(ix)
A.
third party public liability insurance policy to cover the liability of
the Grower and the Project Manager in which the limit of public
risk shall be not less than $5,000,000; and
B.
at the cost of each Grower, such fire insurance as may
reasonably be available in Australia; and
the compliance with all Acts and regulations, by-laws, orders,
ordinances and rules made in respect of or applying to the use or
occupancy of the Project Land.
15
(d)
Term of the Contract
The contract shall terminate when the whole of the Plantation crop has been
Harvested and the Timber sold.
(e)
(f)
Recommendations by the Grower
(i)
The Grower may express opinions and give recommendations to the
Project Manager relating to any matters the subject of the contract
and object to and disallow any changes to the management plan,
provided that this right is not exercised unreasonably.
(ii)
The Project Manager agrees to give due consideration to any
opinions received in writing from the Grower relevant to the activities
of the Project Manager under the contract.
(iii)
The Project Manager shall use its best endeavours to carry out every
recommendation from the Grower provided however that:
A.
the Project Manager is not bound to carry out a
recommendation if the Project Manager is of the opinion that it
is not possible to do so on terms which the Project Manager
regards as reasonable or if the relevant circumstances have
changed or new circumstances have arisen since the date on
which the recommendation was made; and
B.
the Project Manager shall disregard any recommendation
which is outside the scope of or not consistent with the contract
or which cannot be complied with by the Project Manager
without there arising a breach by the Project Manager or the
Grower of the contract.
Report to the Grower by Project Manager
The Project Manager will provide the Grower with a report in each year
detailing any changes in the management plan, the condition of the Plantation
and any outcomes likely to affect the performance or viability of the Plantation.
(g)
Miscellaneous Covenants
(i)
Each of the parties shall execute and deliver to the other party any
other documents which that other party considers reasonably
necessary or desirable to evidence, effectuate or confirm the
contract.
(ii)
The Project Manager shall pay the costs of and incidental to the
preparation, completion and execution of the contract in its standard
form including preparation of the management plan, any maps
required, stamp duty and any approvals or endorsements required
pursuant to any Act of Parliament.
(iii)
The Grower shall not assign or otherwise dispose of its rights and
obligations under the contract, unless the Grower provides to the
Project Manager a guarantee and indemnity in a form approved by
16
the Project Manager in respect of the performance by the proposed
assignee of each obligation of the Grower hereunder.
(h)
(iv)
The costs associated with the preparation, completion and stamping
of any instrument required by the preceding paragraph shall be paid
by the Grower.
(v)
The Project Manager may assign its rights and obligations to a
suitably qualified person who must covenant to perform all the
responsibilities of the Project Manager. The Project Manager may
contract to another person any of its responsibilities under the
contract.
Harvesting Arrangements
The Plantation Manager will Harvest the Plantation as soon as reasonably
practical after the Plantation has attained maturity. The Plantation Manager
will give the Grower two months' notice of its intention to Harvest the
Plantation.
(i)
Force Majeure
(i)
"Force Majeure" means:
(ii)
an act of God, fire, explosion, earthquake, landslide, flood, wash-out,
lightning, storm or tempest;
(iii)
strikes, lockouts, stoppages or restraints of labour or other industrial
disturbances;
(iv)
war, acts of public enemies, riot or civil commotion or sabotage;
(v)
breakdown of or accident to plant, machinery or equipment;
(vi)
an inability to procure necessary supplies and consumables including
herbicides, insecticides, seedling trees and fertilisers;
(vii)
restraints embargoes or other unforeseeable actions of the
government of Victoria or of the Commonwealth of Australia; or
(viii)
any Act of Parliament, regulation, by-law, order, ordinance or rule
which prevents the planting of the Plantation crop or prevents the
Harvesting of the Plantation crop or the processing if any of the
wood.
(j)
Every party to the contract shall be excused from performance of or any
failure in the fulfilment of any obligation imposed upon it by the contract if and
only to the extent and for the time that such performance or fulfilment is
prevented by Force Majeure or the consequences of Force Majeure which the
party claiming Force Majeure could not have prevented or overcome by
exercising a reasonable standard of care and prudence.
(k)
A party claiming the benefit or protection of the preceding paragraph shall:
(i)
promptly give notice to the other parties of the occurrence and
circumstances in respect of which the claim arises;
17
(l)
(ii)
take all reasonable steps to ameliorate and remedy the
consequences of that occurrence without delay;
(iii)
resume performance in full of its obligations under the contract as
soon as reasonably practicable; and
(iv)
in the case of the Project Manager, be entitled to extend the Term for
the period during which Harvesting or the processing of the
Plantation crop is unable to be performed because of Force Majeure.
Management Fees
The Project Manager shall be paid the following amounts by way of
remuneration:
(m)
(n)
(i)
If the Growers’ Application for an Interest is accepted, for work to be
completed by the Project Manager in establishing the Plantation on
the Plantation Allotment a fee of $5,445.00 per Unit. Payment to be
made on or before the Commencement Date.
(ii)
An annual management fee of $220 per Unit Indexed. The first
payment is to be made on 1 August 2007 and thereafter on 1 August
each year.
(iii)
20% of the amount plus GST by which the net proceeds of the sale
of the Plantation crop exceeds the sum in excess of $18,000
(Indexed) for each Unit.
(iv)
The amounts stated in (i) and (ii) above are inclusive of GST.
Termination in the Event of Default
(i)
The Project Manager shall be entitled to terminate the contract if the
Grower defaults under the contract and the default shall have
continued, in the case of an obligation to pay money, for a period of
14 days and in any other case, for a period of 1 month after receipt
by the Grower of written notice from the Project Manager specifying
the default and requiring the default to be rectified.
(ii)
The Grower shall be entitled to terminate the contract if the Project
Manager is in default of any obligation under the contract and such
default shall have continued for a period of 6 months after receipt by
the Project Manager of written notice from the Grower specifying the
default and requesting that the default be remedied.
(iii)
Either party may terminate the Contract if the Plantation Lease is
terminated.
Dispute Resolution
(i)
In the event any dispute between any of the parties to the contract
arises relating to the subject matter of the contract, any party may
give to the other notice in writing of the matter. The parties to the
dispute may themselves appoint an expert to determine the dispute.
If the parties cannot agree on the expert within 7 days, any party can
18
then request the President of the Law Institute of Victoria appoint an
independent expert to determine the dispute.
(ii)
Each party shall be entitled to be represented by a duly qualified
legal practitioner.
(iii)
The costs of the expert shall be paid equally by the parties to the
dispute, unless the expert otherwise determines.
19
2.
MATERIAL CONTRACTS
The following agreements, which may or may not be material to the making of an
informed investment decision, have been entered into or will be entered into by the
Project Manager in relation to the Project.
2.1
Custody Agreement
The Project Manager has engaged Sandhurst Trustees Ltd (ACN 004 030 737)
("Sandhurst") to act as custodian of the Scheme Property, which shall include all
subscription amounts and timber sale proceeds until disbursed or distributed in
accordance with the Constitution, the Project Agreements and the head lease.
Sandhurst is responsible to hold the scheme property in a proper and safe manner
and to ensure that at all times it is clearly identifiable and is held separately from
other properties. Sandhurst is required to maintain proper custodial standards and
to maintain proper and accurate records in relation to the scheme property and all
dealings by it in relation to the scheme property and to report any material events
which may be of interest or concern to the Project Manager.
Sandhurst is to act only in accordance with the authorised instructions of the Project
Manager. Sandhurst's performance as custodian will be subject to regular review.
The Project Manager will pay to Sandhurst an agreed annual fee and will indemnify
Sandhurst in respect of any liability it incurs as a result of performing its obligations
under this agreement or acting in accordance with authorised instructions from the
Project Manager.
Either party may terminate this agreement with six months written notice. Either
party may also terminate this agreement if there is breach of this agreement and the
requisite notice is given.
2.2
Administrative Services Agreement
The Project Manager has engaged Calculum Pty Ltd (ACN 007 436 991)
("Calculum") to provide administrative services.
Calculum will pay all wages and salaries of administrative staff, all accounts
incurred on a day to day basis and prepare cashflow projections, quarterly accounts
and review business plans. Calculum shall also co-ordinate promotional and
advertising activities, co-ordinate and assist in preparation of this PDS and
undertake due diligence roles. Additionally, Calculum shall prepare and lodge all
ASIC forms regarding the dealer's annual statements and shall prepare all financial
statements and assist in the auditing of such statements. Calculum shall liaise with
securities market service providers and all accounting, legal and financial advisers
engaged by the Project Manager. Calculum will maintain the Project Manager's
register including preparation and lodgement of all necessary notices and returns
and exercise such other powers, duties and responsibilities in relation to the
administration of the Project as required.
Calculum will receive a base annual fee of $150,000, which shall be paid monthly in
advance. Additionally, Calculum shall receive a success fee, not exceeding
$75,000 in total, calculated at a rate of $75 for each $1,000 of subscription money
received in excess of $1 million. The success fee shall be paid upon the expiration
of this PDS or upon this PDS being fully subscribed, whichever is the earlier.
20
The Project Manager may terminate this agreement where it reasonably believes
that Calculum has breached its obligations under this agreement, subject to the
requisite notice. Calculum indemnifies the Project Manager for all claims, losses,
damages etc. resulting from the performance of its obligations under this
agreement.
2.3
Supply of Rootstock Agreement
The Project Manager has engaged Australian Cricket Willow Pty Ltd (ACN 069 660
331) ("ACW") for the duration of the Project to pay all costs and expenses in
relation to procuring the best quality willow tree rootstock (salix alba var. caerulea).
ACW will receive a fee of $25 for each willow tree established on behalf of Growers.
The Project Manager may terminate this agreement where it reasonably believes
that ACW has breached its obligations under this agreement, subject to the
requisite notice. ACW indemnifies the Project Manager for all claims, losses,
damages etc. resulting from the performance of its obligations under this
agreement.
21
3.
ADDITIONAL INFORMATION
3.1
Inspection of Documents
The following documents are available for inspection during normal business hours
at the registered office of the Project Manager at 98 Railway Road, Blackburn,
Victoria:
3.2
•
this PDS;
•
the Constitution of Australian Cricket Bat Willow Plantation Management
Services Limited;
•
the agreements referred to in Sections 1 and 2 of Part B;
•
the consents referred to in Section 3.2 of Part B of this PDS.
Consents and Disclaimers
(a)
Sandhurst Trustees Limited ("Sandhurst") has consented in writing to the
issue of this PDS with it named as Custodian and has not withdrawn that
consent before the date of this PDS. Sandhurst has not authorised or caused
the issue of this PDS and takes no responsibility for the contents of this PDS.
(b)
Persons proposing to participate in the Project as Growers should note that
Centre for Forest Tree Technology has not (save as set out in Section 9.11 of
Part A of this PDS):
(i)
been involved in the preparation of this PDS;
(ii)
authorised or caused the issue of this PDS;
(iii)
been involved as a promoter of the Australian Cricket Bat Willow
Project or the PDS; or
(iv)
performed any function in a professional advisory or other capacity
for Australian Cricket Bat Willow Plantation Management Services
Limited or for or in relation to the issue or proposed issue of
securities under this PDS.
Centre for Forest Tree Technology is not associated with Australian Cricket
Bat Willow Plantation Management Services Limited or any other party
referred to in this PDS. Centre for Forest Tree Technology is a research
provider to Australian Cricket Bat Willow Plantation Management Services
Limited for the provision of research and diagnostic services in relation to
plant and soil material, recommendations for fertiliser requirements and
integrated pest and disease control programs.
References to Centre for Forest Tree Technology ought not be taken as an
endorsement by Centre for Forest Tree Technology of the Australian Cricket
Bat Willow Project or a recommendation of participation by an intending
Grower.
22
(d)
Persons proposing to participate in the Project as Growers should note that
Murray Valley Nurseries Pty Ltd has not (save as set out in Section 9.12 of
Part A of this PDS):
(i)
been involved in the preparation of this PDS;
(ii)
authorised or caused the issue of this PDS;
(iii)
been involved as a promoter of the Australian Cricket Bat Willow
Project or the PDS;
(iv)
performed any function in a professional advisory or other capacity
for Australian Cricket Bat Willow Plantation Management Services
Limited or for or in relation to the issue or proposed issue of
securities under this PDS; or
(v)
taken any responsibility for the correctness of any disclosure in this
PDS of terms of contract to which Murray Valley Nurseries Pty
Limited is a party.
Murray Valley Nurseries Pty Limited is not associated with Australian Cricket
Bat Willow Plantation Management Services Limited or any other party
referred to in this PDS. Murray Valley Nurseries Pty Limited is a contractor to
Australian Cricket Bat Willow Plantation Management Services Limited for the
provision of supervisory and advisory services to the Project Manager in
relation to the practical aspects of planting and maintaining the Plantations.
References to Murray Valley Nurseries Pty Limited ought not to be taken as
an endorsement by Murray Valley Nurseries Pty Limited of the Australian
Cricket Bat Willow Project or a recommendation of participation by an
intending Grower.
(e)
Hunt & Hunt has consented to the issue of this PDS with it named as
solicitors to the Project and has not withdrawn its consent before date of this
PDS. Hunt & Hunt has not authorised or caused the issue of this PDS and
takes no responsibility for the contents of this PDS.
(f)
The following parties have provided their written consent to being named in
this PDS in the form and context in which their name is included and have not
withdrawn their consent before the date of this PDS:
1.
Richard Warren-Smith
2.
R J Sincock, CW Stirling & Co
3.
Murray Valley Nurseries Pty Ltd
4.
Calculum Pty Ltd
5.
Australian Cricket Willow Pty Ltd.
None of the above parties has authorised or caused the issue of this PDS and
takes no responsibility for the contents of this PDS.
23
3.3
Interests of Directors and Experts and Others
Full particulars of:
(a)
the nature and extent of the interest (if any) of every director of the Project
Manager and the Growers representative and every expert, in the promotion
of, or in any property proposed to be acquired by the Growers; and
(b)
where the interest of such a director or such an expert consists of being a
partner in a firm, the nature and extent of the interest of the firm;
with a statement of all amounts paid or agreed to be paid to him or to the firm in
cash or shares or otherwise by any persons:
(c)
in the case of a director, either to induce him to become, or to qualify him
as, a director, or otherwise for services rendered by him or by the firm in
connection with the promotion or formation of the Project; or
(d)
in the case of an expert, for services rendered by him or the firm in
connection with the promotion or formation of the Project;
are as follows:
3.4
(i)
Hunt & Hunt has acted as solicitor to the Project and will receive
professional fees of not more than $35,000 plus GST for its services
in accordance with its agreed hourly rate;
(ii)
Sandhurst Trustees Ltd is the Custodian and will receive fees of not
more than $10,000 plus GST in accordance with Section 3.5 of Part
B of this PDS;
(iii)
the Directors of the Project Manager will receive director's fees not
exceeding $25,000 each per annum, indexed;
(iv)
save as disclosed in Section 3 of Part B of this PDS the directors of
the Project Manager have no interest in the promotion of this PDS or
in any property to be acquired by Growers and no amount has been
paid to any of them to become or to qualify them as directors;
(v)
each employee of the Project Manager who is to be regarded as a
promoter of the Project, is entitled to receive his or her salary and
other emoluments from the Project Manager or the representative (as
the case may be) in his or her capacity as such employee.
Entitlements of Directors and Experts
No director of the Project Manager or the Growers representative and no expert has
the right (whether legally enforceable or not) to nominate persons to subscribe for
securities under this PDS.
3.5
Interests of the Custodian
The Custodian has no interest in relation to the Project, in the promotion of the
Project, or in the property proposed to be acquired for the purposes of the Project,
other than the remuneration to which the Custodian is entitled in its capacity as
24
Custodian and without limiting the generality of the foregoing no amount has been
paid or agreed to be paid to the Custodian in cash or otherwise by any person:
(a)
to induce the Custodian to act in that or another capacity; or
(b)
for other services rendered by the Custodian in connection with the Project,
other than the amounts of that remuneration that have accrued or will accrue to the
Custodian from time to time under the Custody Agreement.
3.6
Interests of the Project Manager
The Project Manager has no interest in relation to the Project, in the promotion of
the Project or in the property proposed to be acquired for the purposes of the
Project, other than the remuneration to which the Project Manager is entitled in its
capacity as Project Manager. The Project Manager may make payments in respect
of moneys subscribed under this Project.
Without limiting the generality of the foregoing, no amount has been paid or agreed
to be paid to the Project Manager in cash or otherwise by any person (other than as
disclosed in Section 1.3(l) of Part B of this PDS):
(a)
to procure subscriptions for, or repurchase of, Interests in the Project; or
(b)
for services rendered in connection with the promotion or inception of the
Project,
other than the amounts of that remuneration that have accrued or will accrue to the
Project Manager from time to time under the Constitution.
3.7
Interests of Associates
The following person(s) who are or may be associated with the Project Manager
have the following interests in the Project:
Mr Eddie Murphy is company secretary of the Project Manager and has an interest
in Calculum Pty Ltd (“Calculum”) and may receive benefits from income derived by
Calculum pursuant to the Administrative Services Agreement. He is also a Director
of Australian Cricket Willow Pty Ltd (“ACW”) and may receive benefits from income
derived by ACW pursuant to the supply of Rootstock Agreement.
3.8
Issue of PDS
The Project Manager, being the company issuing the invitations or making the
offers under this PDS, is, and will be, acting as sole principal.
3.9
No Listing
No application has been made by the Project Manager to list the Project or any
securities in relation to the Project on any stock exchange nor is any such
application intended to be made by the Project Manager.
3.10
Commission
25
The Project Manager may pay commissions of up to 10% of the funds subscribed
under this PDS to any other person to whom it is authorised by the Constitution or
the Corporations Act 2001 to pay commissions.
3.11
Complaints and Dispute Resolution Procedures
Growers who have a complaint about any aspect of the Project should:
•
•
Contact the Responsible Entity in writing; or
Contact the Responsible Entity by telephone 1300 558 199 and ask to speak
with the Complaints Handling Officer.
Upon receiving a complaint, the Responsible Entity will write to the Grower to
acknowledge the complaint or respond fully to it. The Responsible Entity will
attempt to respond fully to each complaint within 21 days after receiving the
complaint. The Responsible Entity will contact the Grower on a monthly basis until
the complaint is resolved.
If the complaint cannot be resolved to the satisfaction of the Grower then the
Grower may:
•
•
•
refer the matter to the Financial Industry Complaints Service Limited at PO Box
579, Collins Street, West Melbourne, VIC 8007 (telephone: 03 9629 7050). The
Responsible Entity is a member of this scheme;
proceed under the Project’s dispute resolution procedures; and
pursue any other remedies that are available at law.
Growers asserting a dispute in relation to the Project must provide a dispute notice
setting out what is in dispute, the Grower’s arguments and the Grower’s opinion as
to what should be done to rectify the dispute. The Responsible Entity must respond
in writing to the dispute notice. If the dispute is not resolved by the Responsible
Entity’s response, then the matter will be referred to an independent person who will
attempt to resolve the dispute in conference. If the parties remain unable to resolve
the dispute, then a party may refer the dispute to an independent expert whose
decision on the matter will be final and binding.
Further details about the complaints and dispute resolution processes are set out in
the Constitution (see Sections 1.1(x) and 1.1(y) of Part B of this PDS).
3.12
Cooling Off Right
Due to the nature of the Project there is no cooling off period for Applicants.
3.13
Continuous Disclosure
The Project Manager, as Responsible Entity, will be subject to regular and
continuous reporting and disclosure obligations if Interests are ED securities.
Interests will be ED securities if 100 or more people hold Interests.