In a prominent place, the date as at which the offeror's statement is prepared.

A statement in the following form (to be set out at the front of the offeror's statement):

“IMPORTANT INFORMATION

(The information in this section is required under the Securities Act (KCL Investments Limited) Exemption Notice 2006 (being a notice given under the Securities Act 1978).)

Investment decisions are very important. They often have long-term consequences. Read all documents carefully. Ask questions. Seek advice before committing yourself.

Warning

This offer is exempt under the Securities Act (KCL Investments Limited) Exemption Notice 2006 from the legal requirement to register a prospectus for this scheme and from certain other requirements of the Securities Act 1978. Your attention is drawn to the absence of these statutory protections.

Choosing an investment

When deciding whether to invest, consider carefully the answers to the following questions that can be found on the pages noted below:

Engaging an investment adviser

An investment adviser must give you a written statement that contains information about the adviser and his or her ability to give advice. You are strongly encouraged to read that document and consider the information in it when deciding whether or not to engage an adviser.

Tell the adviser what the purpose of your investment is. This is important because different investments are suitable for different purposes, and carry different levels of risk.

The written statement should contain important information about the adviser, including—

• relevant experience and qualifications, and whether dispute resolution facilities are available to you; and

• what types of investments the adviser gives advice about; and

• whether the advice is limited to investments offered by 1 or more particular financial institutions; and

• information that may be relevant to the adviser's character, including certain criminal convictions, bankruptcy, any adverse findings by a court against the adviser in a professional capacity, and whether the adviser has been expelled from, or prohibited from joining, a professional body; and

• any relationships likely to give rise to a conflict of interest.

The adviser must also tell you about fees and remuneration before giving you advice about an investment. The information about fees and remuneration must include—

• the nature and level of the fees you will be charged for receiving the advice; and

• whether the adviser will or may receive a commission or other benefit from advising you.

An investment adviser commits an offence if he or she does not provide you with the information required.”

A description of the scheme, the interests in the scheme being offered, and how long the scheme has been in operation.

A description of the real property.

Material details of the contracts relating to the building or improvements if—

• (a) it is proposed to construct a building on the real property; or

• (b) at the date of the offeror's statement, a building is in the course of construction on the real property; or

• (c) it is proposed to make other improvements to the real property.

A description of any covenants, conditions, restrictions, and easements in respect of the real property, whether or not registered on the certificate of title in respect of the real property.

A description of the following matters if those matters have been disclosed by a statutory authority to the offeror and are material for the purposes of the independent valuation report:

• (a) information identifying any special feature or characteristic of the real property (including any risk of potential erosion, avulsion, falling debris, subsidence, slippage, alluvion, or inundation, or likely presence of hazardous contaminants); and

• (b) information on private and public stormwater and sewerage drains as shown in the authority's records in relation to the real property; and

• (c) information relating to any statutory charges owing in relation to the real property; and

• (d) information concerning any authorisation, consent, certificate, notice, order, or requisition affecting the real property or any building on the real property that has been issued by the authority; and

• (e) information relating to the use to which the real property may be put and conditions attached to that use; and

• (f) information in relation to the real property that, in terms of any Act, has been notified to the authority by any statutory organisation having the power to classify land or buildings for any purpose; and

• (g) any other information concerning the real property that the authority considers to be relevant.

A description of any option, buyback, or similar arrangement, and any rental guarantees in relation to the real property.

(1) Material details concerning any rights of occupation to which the real property is subject, whether by lease, licence, or otherwise, including—

• (a) the term of the agreement; and

• (b) any rights of renewal; and

• (c) any rent reviews; and

• (d) the financial standing of tenants or occupiers; and

• (e) any guarantees or other special provisions.

(2) A statement—

• (a) of the place where copies of any agreement relating to those rights of occupation may be inspected free of charge; and

• (b) whether any existing occupant of the real property has failed to meet any material obligations under the terms of any agreement that confers a right of occupation.

The names and addresses of the following persons associated with the scheme and a description of their role in the scheme:

• (a) the offeror and the directors of the offeror; and

• (b) the property manager and the directors of the property manager; and

• (c) the solicitor referred to in clause 6(g) of this notice; and

• (d) the name and address of the supervisor; and

• (e) the names and addresses of any promoters.

The qualifications and experience of the property manager.

(1) Material details of any management agreement that has been, or is proposed to be, entered into for the management of the real property, including—

• (a) the term of the agreement; and

• (b) the management fee; and

• (c) the procedures for making decisions that may affect the interests of subscribers for specified participatory securities.

(2) A statement of the place where copies of the management agreement may be inspected free of charge.

(1) The following information if any of the circumstances in subclause (2) exist:

• (a) the names of the parties to the transaction and the date of the transaction; and

• (b) a brief description of the material terms of the transaction; and

• (c) the nature of the interest in the transaction.

(2) If the offeror, the property manager, any promoter of the scheme, or any shareholder, director, or employee of the offeror or property manager or promoter—

• (a) is a party to, or will or may derive a material financial benefit from, any transaction relating to the scheme or the real property; or

• (b) has a material financial interest in another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the scheme or the real property; or

• (c) is a director, officer, or trustee of another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the scheme or the real property; or

• (d) is the parent, child, spouse, civil union partner, or de facto partner of another party to, or a person who will or may derive a material financial benefit from, any transaction relating to the scheme or the real property; or

• (e) is otherwise directly or indirectly materially interested in any transaction relating to the scheme or the real property.

The purchase price to be paid by subscribers for an interest in the scheme.

(1) A statement as to which of the following types of charges are or may be payable to the offeror or a promoter, or an associated person of the offeror or promoter, or the scheme, by a subscriber (whether directly or indirectly, including by deduction):

• (a) entry charges:

• (b) trustee, administration, or management charges:

• (c) expenses or overhead charges:

• (d) charges or expenses relating to goods or services that the subscriber is required to obtain:

• (e) early termination charges:

• (f) switching or sale charges (including the difference between any buying and selling prices for the securities):

• (g) alteration charges:

• (h) other charges.

(2) A statement as to which of the types of charges specified in subclause (1) are or may be payable by the offeror or from the scheme to a promoter or administration manager or investment manager or an associated person of the offeror or the promoter or the administration manager or the investment manager, being charges that will or may affect the amount of the returns to subscribers.

(3) A brief description of any practices of the offeror or any associated person in relation to charges that will or may affect the amount of the returns to subscribers.

(4) A brief description of the rights of the offeror or any other person to alter any of the charges applicable to the specified participatory securities.

(1) If a charge, or the minimum or maximum amount of a charge, referred to in clause 15(1) can, at the date of the offeror's statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement of the dollar amount (or of the percentage and a description of the other dollar amount).

(2) If a charge, or the minimum or maximum amount of a charge, referred to in clause 15(1) cannot, at the date of the offeror's statement, be expressed as a dollar amount (or as a percentage of another dollar amount), a statement describing how the charge will be calculated and what procedure is available to the subscriber to ascertain the amount at the time of, and following, the subscription.

The remuneration and other benefits the offeror will receive for establishing and promoting the scheme and the manner in which the remuneration and other benefits are to be paid or provided.

Material details concerning the manner in which all income and expenses relating to the scheme are to be accounted for and the basis upon which profits are to be distributed.

To the extent that it is in the possession or control of the offeror or can reasonably be obtained by the offeror, the following financial information in respect of the real property that is the subject of the scheme:

• (a) a statement of income and expenditure for a financial year ending not more than 5 months before the date of the offeror's statement that accords with generally accepted accounting practice and that has been reviewed by a member of the New Zealand Institute of Chartered Accountants; and

• (b) a statement of cash flows for a financial year ending not more than 5 months before the date of the offeror's statement that accords with generally accepted accounting practice and that has been reviewed by a member of the New Zealand Institute of Chartered Accountants.

If the offeror's statement contains prospective financial information in respect of the scheme, prospective financial statements in respect of the scheme for the first accounting period of 1 year commencing on or after the date of the offeror's statement that—

• (a) comprise statements of financial position, financial performance, and cash flows; and

• (b) accord with generally accepted accounting practice; and

• (c) have been reviewed by a member of the New Zealand Institute of Chartered Accountants.

A description and, where practicable, quantification of all liabilities (including contingent liabilities) that a subscriber for specified participatory securities will or may incur as a holder of the specified participatory securities.

(1) A brief description of any right of a subscriber, the offeror, or any other person to alter the terms of a subscriber's interest in the scheme.

(2) A brief description of the right of a subscriber to require the issue of a certificate of title recording the subscriber's proportionate interest in the real property in the name of the subscriber or the subscriber's nominee (including the costs that may be payable in connection with that issue).

(3) A brief description of the consequences of a subscriber requiring the issue of a certificate of title as described in subclause (2).

A brief description of any right of the offeror, a subscriber, or any other person to terminate a subscriber's interest in the scheme.

(1) A statement as to whether or not a subscriber is entitled to sell his or her interest in the scheme to another person and, if so, whether in the opinion of the offeror there is an established market for those sales.

(2) If any charges are payable by a subscriber on a sale, a brief description of those charges.

The names or descriptions of officers, employees, or agents of the offeror to whom inquiries about the scheme can be made, and the addresses and business telephone numbers of those people.

(1) The names or descriptions of officers, employees, or agents of the offeror to whom complaints about the scheme can be made, and the addresses and business telephone numbers of those people.

(2) If complaints about the scheme can be made to the supervisor, a trustee or to an industry body, a statement to this effect and the addresses and business telephone numbers of those people.

(3) A statement as to whether complaints about the scheme can be made to an ombudsman and, if so, the address and business telephone number of the ombudsman.

A statement of the type of information (if any) that is required to be, or otherwise will be, given annually to subscribers by the offeror.

A statement—

• (a) describing the type of information that is required to be, or otherwise will be, available on request from the offeror; and

• (b) explaining how the request should be made; and

• (c) of whether any charge may be made for that information and the amount of the charge.

Any other information that would be material to a prospective subscriber's decision to invest in the scheme.