Commonwealth Superannuation Corporation – 50% interest in Watergardens Shopping Centre precinct, Taylors Lake, Vic

WA-10047

Commonwealth Superannuation Corporation (**CSC**), as trustee of the ARIA Property Fund (**APF**), proposes to acquire 50% of the units in each of the Watergardens Trust (**Asset Trust**) and the Watergardens Trading Trust (**Trading Trust**), from QIC Retail Pty Ltd, as trustee of the QIC Town Centre Fund, and QTCF TT Midco Pty Ltd, respectively (the **Acquisition**). The remaining 50% of the units in the Asset Trust and Trading Trust will be retained by the existing unitholders following the Acquisition, being QIC Retail (No. 2) Pty Ltd, as trustee for QIC Retail (No. 2) Fund, and QPF TT Midco Pty Ltd, respectively. The Asset Trust owns the freehold land at 399 Melton Hwy, Taylors Lake, Vic 3038, comprising the Watergardens Shopping Centre precinct located in Melbourne’s outer north-west. The Watergardens Shopping Centre precinct is centred around the Watergardens Shopping Centre. Watergardens Shopping Centre’s tenant mix includes discount department stores, supermarkets, furniture stores and approximately 175 speciality retailers. The Watergardens Shopping Centre precinct also includes office space, an 86-room hotel, and various pad sites (e.g., a Dan Murphy’s and United Petroleum service station). The Asset Trust holds the property for the primary purpose of leasing retail and commercial space within the precinct to tenants, including the shopping centre’s retailers, the office tenants, Quest Apartment Hotels and pad site operators. The Trading Trust does not have any assets or business activities at present but was established to carry out investment activities related to the Watergardens Shopping Centre. The units of the Asset Trust and Trading Trust are stapled to each other. Through the Acquisition, CSC, as the trustee of the APF, will acquire an indirect 50% interest in the Watergardens Shopping Centre precinct. CSC is a corporate Commonwealth entity, established under Commonwealth legislation, which provides superannuation schemes for Australian Government employees and Australian Defence Force members. The APF is wholly owned by CSC’s pooled superannuation trust, ARIA Investments Trust. CSC is the trustee of the APF. GPT Group (**GPT**), an Australian real estate investment manager, acts as investment manager of the APF on behalf of CSC. Affiliates of QIC Limited, an Australian investment manager, provide property management, development management and leasing management services in relation to the Watergardens Shopping Centre and will continue to do so following the Acquisition.