Thank you for requesting this Product Disclosure Statement from Funds Focus. Fee Reduction As highlighted within our offers page, whilst most agribusiness schemes typically pay an initial commission of up to 8%. Applications lodged through Wealth Focus will receive a rebate of up to 8% in the form of a cheque once your application has been processed. How to Apply Please have a read through the PDS and if you would like to invest the application pages can generally be found towards the back of the document. You will only need to send the application section back with a cheque payable direct to the investment company (not ourselves). You should take note of any minimum investment amounts that may apply. Then mail the completed application directly to us. We will then check to ensure your form is completed correctly before forwarding your document on to the investment provider on your behalf. Wealth Focus Pty Ltd Reply Paid 760 Manly NSW 1655 Please note that we are unable to track applications mailed directly to the product provider and therefore cannot guarantee that your discounts have been applied in these instances. Should you wish to take advantage of our free annual valuation and tax report for all your investments you should complete our broker nomination form for The Wealth Focus Investment Service. Regards Sulieman Ravell Managing Director Wealth Focus Pty Ltd ABN 87 123 556 730 56 The Corso, Manly, NSW 2095 Postal Address: Reply Paid 760, Manly, NSW 1655 Project 2009 ARSN: 136 438 616 FEA Plantations Limited ABN: 44 055 969 429 AFSL No: 243 515 U C T RULIN G anagemen t al M nt 14001 OD Environm e N PR TAXATIO F ICE A U ST IA N . ISO AL OF R Product Disclosure Statement trust-mark.com® $)6 3()& Export wood fibre travels from the SmartFibre processing facilities to its adjacent shiploading facility by conveyor PAGE 2 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 01 THE FUTURE OF FORESTRY INVESTMENT Contents SECTION PAGE IMPORTANT INFORMATION 4 01 THE FUTURE OF FORESTRY INVESTMENT 6 02 KEY FEATURES OF FEA PLANTATIONS PROJECT 2009 9 03 THE FEA GROUP’S STRATEGY FOR SUCCESS 13 04 THE ADVANTAGES OF FORESTRY INVESTMENT WITH FEA PLANTATIONS 18 05 PROJECT DETAILS 22 06 AN OVERVIEW OF FEA PLANTATIONS PROJECT 2009 24 07 PROJECT FEES 28 08 PROJECT RISKS 31 09 TAXATION 34 10 PROJECT RETURNS 36 11 INDEPENDENT REPORTS 38 12 THE RESPONSIBLE ENTITY 47 13 THE FEA GROUP 48 14 AUSTRALIAN FOREST INDUSTRY OVERVIEW 52 15 ADDITIONAL INFORMATION and SUMMARY OF MATERIAL AGREEMENTS 57 16 GLOSSARY OF TERMS 59 17 HOW TO APPLY and APPLICATION FORM 62 CORPORATE DIRECTORY 71 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 3 01 THE FUTURE OF FORESTRY INVESTMENT Important Information The offer contained in this PDS is only made to persons receiving the PDS within Australia. This PDS will be available on the FEA website at www.fealtd.com and any person accessing the electronic version of this PDS for the purpose of participating in the Project must only access the information from within Australia. Any person may obtain a hard copy of this PDS free of charge by contacting FEA Plantations. Interests will only be issued under this PDS on receipt of the completed Application Form. This PDS was prepared on the basis of information available to FEA Plantations on 7 May 2009. F ICE R A U ST OF AUSTRALIAN TAXATION OFFICE PRODUCT RULINGS The Australian Taxation Office (ATO) has TAXATIO IA N N issued Product Rulings 2009/23, 2009/24, AL 2009/25, 2009/26 and 2009/27 in respect of the Project which are applicable for Investors who enter into the Project on PR G OD U C T RULIN or before 30 June 2009 (2009 Investors). The Product Rulings correspond to Woodlot Options 1, 2, 3, 4 and 5 respectively. AUSTRALIAN FOREST GROWERS FEA is a member of Australian Forest Growers (AFG), the national association representing private forestry and commercial treegrowing interests in Australia. AFG PRUNED STAND CERTIFICATION SCHEME This scheme provides certification INISTERED B that tree pruning has been completed DM to acceptable standards. It provides PRUNED STAND confidence to future timber buyers that CERTIFICATION a plantation underwent an appropriate LI R AN G F O R E ST pruning regime and that logs should contain clearwood of a known standard. All pruned stands in Woodlot Options 2 and 4 will be audited under the scheme. Y PAGE 4 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT FEA is also a member of various research organisations and participates in independent and cooperative research trials to keep abreast of the latest developments in tree planting, tree growing and timber harvesting research. RA CHANGES Information contained in this PDS may change from time to time. If the change is materially adverse to the offer then, in accordance with the Corporations Act, FEA Plantations will issue a supplementary PDS. However, if the change is not materially adverse then a supplementary PDS will not be issued. Updated information will be available at www.fealtd.com and, upon request, you will be provided with a paper copy of any updated information free of charge. RESEARCH AND INDUSTRY REPRESENTATION FEA is a member of the Australian Plantation Products and Paper Industry Council (A3P). In April 2009, A3P merged with Treefarm Investment Managers Association (TIMA) to consolidate national representation of Australia’s plantation forestry, wood and paper industries. A U ST The Product Rulings referred to above are rulings on the applicable taxation laws and are, in no way, expressed or impliedly, a guarantee or endorsement of the commercial viability of the Project, the soundness of the Project as an investment or the commerciality of any fees charged in relation to the Project. In providing the Product Rulings, the ATO is in no way endorsing or recommending the Project. ASIC has not approved or endorsed the offer and takes no responsibility for the contents of this PDS. ER S THE OFFER This PDS is dated 7 May 2009 and contains an offer to apply for interests in the FEA Plantations Project 2009 – ARSN: 136 438 616 (Project). Any reference to legislative material contained in the PDS should not be considered to be an official or authorised version of the relevant legislation. Photographs in this PDS are not necessarily of assets or property owned by FEA Plantations and are not assets of the Project. OW PARENT COMPANY Forest Enterprises Australia Limited ABN 47 009 553 548 (FEA) is the parent company of FEA Plantations. ADDITIONAL INFORMATION FEA Plantations has lodged with ASIC a compliance plan for the Project that sets out the procedures it will use to ensure compliance with the Constitution and Corporations Act. A RESPONSIBLE ENTITY This Product Disclosure Statement (PDS) is issued by FEA Plantations Limited (FEA Plantations). FEA Plantations has been issued with an Australian Financial Services Licence (AFSL), number 243 515. SUSTAINABLE FOREST MANAGEMENT AT FEA The three basic principles of sustainable forest management are ecological, social and economic sustainability. Ecological sustainability is about protecting the environment and maintaining biological processes. FEA’s Environmental Management System (EMS) aims to ensure that all its operations are managed with ecological sustainability in mind, including prevention of pollution and compliance with relevant legislation. IMPORTANT INFORMATION Social sustainability is about protecting cultural values and working within accepted social parameters. FEA’s ‘Stakeholder Communications Policy and Procedure’ manual ensures that the views of a broad range of stakeholders, including government agencies, tourism operators, community groups, landowners, neighbours and the indigenous community are considered in developing forest management plans. We are committed to the ‘Good Neighbour Charter for Commercial Forestry in Tasmania’, under which FEA has committed itself to behaving with honesty and integrity and following a transparent process when negotiating with landowners for land purchase, land lease or share farm activities. We are also committed to the ‘Forestry and Tourism Protocol Agreement’ which aims to improve relationships with the previously mentioned stakeholder groups. Economic sustainability is about maximising commercial and employment benefits as far as ecological and social sustainability allow. FEA aims to achieve economic sustainability by becoming a vertically integrated forestry and forest products company focused on value-adding. We maintain forestry operations in regional communities in Tasmania, northern New South Wales and South East Queensland and are developing operations in the Northern Territory. We employ people across Australia. We aim to provide value for shareholders, sound investment returns for investors and meaningful jobs for employees. We procure services and goods from a range of suppliers and support the communities within which we operate. FEA’s commitment to the environment and to sustainable development is demonstrated through its ‘Environmental and Sustainable Forest Management Policy’ available at www.fealtd.com. GOVERNMENT REGULATION OF ENVIRONMENTAL STANDARDS FEA is committed to best practice in environmental management and employs two full-time forestry staff as safety and environment coordinators to oversee our environmental certification schemes. As proof of its drive for excellence, FEA has also achieved independently audited certification of its management systems and field operations. The certification procedure is based on international standards of both environmental management and sustainable forest management. A copy of FEA’s ‘Sustainability Headlines and Future Directions’ report is also available at www.fealtd.com. 14001 Environm e . ISO ENVIRONMENTAL MANAGEMENT SYSTEM (EMS) CERTIFICATION FEA is committed to operating its anagemen t al M nt business to meet and potentially achieve industry best practice. FEA’s forestry activities operate under Environmental Management Systems (EMSs) which trust-mark.com® ensure that all aspects of our forest operations are managed to minimise avoidable impacts to the environment. FEA’s joint venture wood fibre processing and export facility SmartFibre Pty Ltd (SmartFibre) has held ISO14001-2004 EMS certification since 2006. FEA is currently preparing for certification of the new state-of-the-art Bell Bay ‘Optimil’ operation. EMS certification also requires regular follow-up third party audits to ensure compliance and certified continual improvement. FEA has passed all the audits conducted since it was first certified. CERTIFICATION OF SUSTAINABLE FOREST MANAGEMENT FEA’s sustainable forest management system is based on the highest world standards. The Australian Forestry Standard AS47082007 (AFS) is a nationally $)6 3()& endorsed Australian Standard developed within recognised international frameworks and the ISO14000 series of environmental standards. FEA achieved AFS certification of its ‘defined forest area’ estates in March 2007 (Tasmania) and June 2008 (New South Wales and Queensland). We will work towards achieving AFS certification for our planned Northern Territory plantation estate in 2009. CHAIN-OF-CUSTODY CERTIFICATION The chain-of-custody standard AS4707-2006 provides an inventory tracking and control system that follows forest products from AFS-certified forest to end use. SmartFibre achieved chain-of-custody certification for woodchip production in December 2007. FEA is currently preparing for chain-of-custody certification for timber produced from the new state-of-the-art Bell Bay ‘Optimil’ operation. DISCLAIMERS The information given in this PDS is of a general nature and has been prepared without taking into account any Investor’s individual investment objectives, financial situation or particular investment needs. Before making an investment decision on the basis of this PDS, you should read the entire PDS and consider the appropriateness of the information, having regard to your objectives, financial situation and needs before proceeding to invest. Your financial or professional advisers can help you determine how best to achieve your financial goals and whether investing in the Project is appropriate for you. An investment in the Project is to be considered speculative. It should be understood that an investment in a timber plantation is a long-term investment. If your application is accepted, you will be an Investor. Returns to Investors will be subject to risks commonly associated with commercial plantation forestry. None of FEA Plantations, its parent FEA, nor any related companies within the FEA Group or their respective officers, employees and agents, guarantees or underwrites the performance of the Project, the return of capital or any particular rate of return. FEA’s EMSs have been certified to the international standard ISO14001:2004 following an independent audit in 2005 (Tasmania) and 2007 (New South Wales and Queensland) by Global Mark Pty Ltd. We aim to have ISO14001 accreditation for our EMS for the planned Northern Territory plantations in 2009. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 5 01 THE FUTURE OF FORESTRY INVESTMENT 01 THE FUTURE OF FORESTRY INVESTMENT Aerial view of FEA’s $72 million state-of-the-art Bell Bay sawmill The Project offers Investors an innovative range of forestry investment options from the sale of either Eucalypt hardwood, Radiata pine softwood, high-value African mahogany hardwood, or a combination of these. means that Investors are likely to receive higher prices for their timber at Thinning and Clearfall harvests than they would achieve if they had invested in projects that sold their timber solely as pulplogs. This range of investment options provides the flexibility to allow Investors to plan for their current financial needs by choosing the timing of potential future income to suit their longer-term financial objectives. OUR EXPERTISE Many forestry investments are predicated on the basis that all timber produced will be sold as relatively low-value woodchips. FEA Plantations aims to maximise returns for Investors by also recovering sawlogs from its plantations, which should be sold at a higher price than pulplogs used to produce woodchips. FEA’s emphasis on maximising higher-value sawlog recovery The parent company of the Responsible Entity is FEA – an ASX-listed public company since 2000. FEA is one of Australia’s foremost vertically-integrated forestry and forest products companies with a successful 24-year history as a plantation forestry manager. The Project is FEA Plantations’ 17th consecutive managed forestry investment offering. Since its first offering in 1993, over 11,000 investors, representing in excess of 13,000 investments will, after completion of plantation establishment for FEA Plantations Project 2008, have more than 72,000 hectares of timber plantations under management in Tasmania, northern New South Wales and South East Queensland. Many of FEA Plantations’ existing plantations have begun to generate returns to investors and a summary of the performance is set out below: • Final Clearfall harvest of FEA Plantations 1993 Project – its first forestry investment project (The Tasmanian Forests Trust No 1 ARSN: 093 165 210) - was completed in June 2008 and investors received a total harvest return from Thinning and Clearfall in excess of prospectus projections with a before-tax IRR of 13.3% and an after-tax IRR1 of 7.3%. Actual sawlog recovery from the 2008 Clearfall harvest of FEA Plantations 1993 Loading of Eucalyptus nitens logs PAGE 6 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 01 THE FUTURE OF FORESTRY INVESTMENT Project was 68%. Actual sawlog recovery for the 1993 Project as a whole, including Thinning, was 48%. • The final Clearfall harvest of FEA Plantations’ 1994 Project – its second forestry investment project (The Tasmanian Forests Trust No 2 ARSN: 093 165 505) – is scheduled to commence during 2009-10. • In addition, five other projects have produced income for Investors through their Thinning harvesting programs. Overall to date, seven projects have been thinned, or are in the process of being thinned, or Clearfall harvested on behalf of investors providing income from their investment. However, it should be noted that past performance is not indicative of future performance and FEA Plantations is not able to guarantee the performance of the plantations established for the Project nor any financial returns to Investors. VERTICAL INTEGRATION FEA is a large-scale forest products processor and marketer. Its new $72 million sawmill and processing facility at Bell Bay in northeast Tasmania was opened in early 2008. FEA is now Tasmania’s largest plantation sawmiller - initially processing around 350,000 tonnes per year of timber for its EcoAsh® and BassPine® products. During 2007-08, FEA’s jointly owned SmartFibre wood fibre processing and export facility increased its wood fibre exports from the previous year’s total of about 285,000 tonnes to over 500,000 tonnes. Suitable sawlogs are processed by FEA and marketed as FEA-branded sawn timber. The remaining pulplogs and sawlog residue may be processed and exported as wood fibre by SmartFibre. BassPine® structural timber packaged for distribution 1 Before-tax return takes into account 100% tax-deductibility of investors’ costs, but does not include tax payable on Harvest Proceeds. After-tax return takes into account 100% tax-deductibility of investors’ costs and includes tax payable on Harvest Proceeds. Calculations are based on top marginal tax rates. The view across the SmartFibre wood fibre stockpile to the shiploading berth FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 7 01 THE FUTURE OF FORESTRY INVESTMENT A NEW INVESTMENT OPTION FROM FEA Three year old African mahogany trees on M’Oganwo Station FEA PLANTATIONS PROJECT 2009 – WOODLOT OPTION 4 The Project offers Investors the opportunity to invest in high-value African mahogany hardwood. In 2008, FEA purchased M’Oganwo Station which is located approximately 230 kilometres south of Darwin in the Douglas Daly region of the Northern Territory. This area has important attributes for the cultivation of African mahogany hardwood including summer rainfall, tropical monsoonal climate, a plentiful water supply, deep friable soils and nutrients. Establishment of Khaya senegalensis, or African mahogany, plantations at M’Oganwo began in the wet seasons of 200506 and continued through 2006-07 and 2007-08. Early growth results are very promising, with some trees in the first planting now reaching over 5 metres in height. However, existing trees do not form part of the offer under this PDS and the performance of existing trees does not necessarily reflect the performance of the trees which will be planted by the Responsible Entity as part of the Project. African mahogany hardwood is an evergreen tree native to Africa. It is found throughout the central equatorial region from Sudan and Uganda in the east to Senegal, Sierra Leone and Gambia in the west. PAGE 8 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT African mahogany plantations have been established in Australia, Cuba, India, Indonesia, Puerto Rico, Singapore, South Africa and Vietnam. Well known as a luxury timber, African mahogany is in high demand in established international markets. It is used for high-grade furniture, interior windows and doors, and external joinery, including timber decking and boat building and fittings. As the worldwide supply of luxury timber from native forests diminishes, supply from plantations is becoming a viable alternative. Woodlot Option 4 potentially offers higher harvest returns than Woodlot Options 1, 2, and 3 although potential Investors should be aware that African mahogany is not yet proven as a commercial plantation tree species in Australia. Therefore, Woodlot Option 4 should be considered as having additional risks – as it involves growing a timber species which is currently untested by FEA. For further information please refer to the Independent Forester’s Report in Section 11. 01 THE FUTURE OF FORESTRY INVESTMENT 02 KEY FEATURES OF FEA PLANTATIONS PROJECT 2009 This section contains only a summary of the Project. Before deciding whether to participate in the Project, Investors should read the entire PDS. INVESTMENT OPTIONS Woodlot Option 1 Woodlot Option 2 ® Woodlot Option 3 ® Woodlot Option 4 Woodlot Option 5 Diversified Forestry Offer ® Woodlot size ½ hectare ½ hectare ½ hectare Timber and Products Hardwood Eucalypt# sawlogs to manufacture EcoAsh® sawn timber and SmartFibre wood fibre Hardwood Eucalypt# sawlogs to manufacture EcoAshclear® veneer and high-grade sawn timber, EcoAsh® sawn timber and SmartFibre wood fibre Softwood Radiata pine sawlogs to manufacture BassPine® sawn timber and SmartFibre wood fibre hectare High-value African mahogany hardwood marketed as Khaya Mahogany™ sawn timber for use in the furniture and building industries 3 hectares Combined: Option 1: 4 Woodlots Option 2: 1 Woodlot Option 3: 1 Woodlot Option 4: 1 Woodlot Establishment Fee1 $3,450 $3,450 $3,450 $3,450 $23,000 (approximate 5% discount) Investment Term2 14 years 17 years 26 years 19 years 26 years Expected Returns – Thinnings Harvest2 Year 9 Year 9 Years 13 and 18 Year 11 Years 9, 11, 13 and 18 Expected Returns – Clearfall Harvest2 Year 13 Year 16 Year 25 Year 18 Years 13, 16, 18 and 25 Buy-back Offer3 Not applicable Not applicable Year 15 Not applicable Option 3 Woodlots only Year 15 Land Sourcing and Management Fees No annual payments No annual payments No annual payments No annual payments No annual payments 18% of gross Harvest Proceeds 18% of gross Harvest Proceeds 15% of gross Harvest Proceeds 20% of gross Harvest Proceeds Option 1 and 2 Woodlots 18% of gross Harvest Proceeds Option 3 Woodlots 15% of gross Harvest Proceeds Option 4 Woodlots 20% of gross Harvest Proceeds Pruning Fees4 Not applicable Year 3 $385 Not applicable Not applicable5 Year 5 $405 Option 2 Woodlots only Year 7 $430 Year 3 $385 Year 5 $405 Year 7 $430 # Eucalypt means selected species of the Eucalyptus and Corymbia genera. The species to be planted is identified in the Independent Forester’s Report – please refer to section 11. The Establishment Fee is not subject to GST 2 The years stated for investment terms, Thinnings and Clearfall harvests are estimates only and will be determined by FEA Plantations based on the market conditions, the advice of the Independent Forester and the Growth Rates of the plantations. 3 The buy back offer is expected to be made when the trees are around 15 years of age. 4 The pruning fees are not subject to GST and will be increased in accordance with CPI from 31 December 2008. 5 The African mahogany hardwood trees will be pruned up to 3 times during their early growth at no additional cost to the Investor. 1 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 9 02 KEY FEATURES OF FEA PLANTATIONS PROJECT 2009 Looking across a pristine northern Tasmanian waterway to an FEA-managed Eucalypt plantation on the right FEATURE SUMMARY The Responsible Entity and FEA The Responsible Entity for the Project is FEA Plantations, a wholly owned subsidiary of FEA. This is FEA Plantations’ 17th consecutive managed forestry investment since 1993, with around $394 million in investments under management. FEA was established in 1985 and will have over 72,000 hectares of timber plantations under management after completion of the plantation establishment for FEA Plantations Project 2008. FEA also operates a newly commissioned $72 million sawmill and a wood fibre processing and export facility at Bell Bay in northern Tasmania. Structure of the Project MORE INFORMATION Section 12 Section 13 By signing the Application Form, each Investor will become bound by the terms of the Constitution and will be an Investor in the Project. Each Investor in the Project will have a beneficial interest in their Woodlot(s), the trees planted on those Woodlots, the timber generated from the harvesting of the trees on those Woodlots and returns from the sale of the timber grown on the Woodlots. Section 06 Term of the Project The Project commences on acceptance of the first Investor’s application and, unless terminated earlier in accordance with the Constitution, concludes on the termination of the last Investor’s interest in the Project (that is, following distribution to the last Investor of the proceeds derived from the sale of trees around the time of Clearfall harvest). Section 05 Risks and Safeguards Participation in the Project is a medium to long term investment into commercial forestry. There are a variety of risks specific to commercial forestry plantations which apply to this Project. An investment in the Project should be considered speculative. Detailed information about the known risks and safeguards are disclosed in Section 08 of this PDS. Section 08 How to Apply All applications must be made by completing the Application Form on pages 65 - 69 of this PDS. Section 17 Payment Options Applicants can pay the Establishment Fee by cheque or credit card or use a range of finance options. Section 17 Dealing with Applications Interests are allocated on a first-come, first-served basis. FEA Plantations reserves the right to refuse any investment application in whole or in part, some applications but not others, or all applications without giving reasons. Investors whose applications are rejected will be refunded their application money within 30 days and Investors whose applications are accepted will be notified within 30 days of receipt of their application. Taxation The ATO has issued Product Rulings 2009/23, 2009/24, 2009/25, 2009/26 and 2009/27 in respect of the Project which are applicable for Investors who enter into the Project on or before 30 June 2009 (2009 Investors). The Product Rulings correspond to Woodlot Options 1, 2, 3, 4 and 5 respectively. FEA Plantations has applied for Product Rulings for Investors who enter the Project after 30 June 2009 but has not yet received these rulings. In the income year in which it is paid, the Establishment Fee is generally 100% tax deductible. Section 09 Section 11 Pruning fees for Woodlot Options 2 and 5, insurance and interest for finance are generally 100% tax deductible in the years in which they are incurred. You should refer to the appropriate ATO Product Ruling and seek independent taxation advice. Pooled Harvest Proceeds Proceeds of all Project timber sales at Thinning and Clearfall harvests will be pooled. For details see page 37. PAGE 10 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT Section 10 02 KEY FEATURES OF FEA PLANTATIONS PROJECT 2009 MORE INFORMATION FEATURE SUMMARY Floor Price For Woodlot Options 1 and 2, a Floor Price mechanism is included in the wood purchase agreement for both sawlogs and pulplogs. This means that the price FEA will pay for the wood will be the greater of either the prevailing market price at the time of harvest or the Floor Price. Insurance Land Selection Plantation Management Stocking Guarantee Investors have the option to insure their Woodlots against loss from fire and other usual risks if they wish to do so. Alternatively, Investors may ask FEA Plantations to arrange suitable cover at the Investor’s cost. Additional insurance cover for the full value of the investment may also be available to enable Investors to insure their interests for the original amount invested. This level of insurance is compulsory if obtaining finance for a term longer than two years. Eucalypt hardwood plantations will be established in regions of Tasmania, northern New South Wales and South East Queensland that meet FEA Plantations’ own rigorous conditions for climate, rainfall and soil quality. Radiata pine will primarily be established in Tasmania while high-value African mahogany hardwood will be established in the Douglas Daly region of the Northern Territory. Other regions in Australia with appropriate climate, soils and strategic advantages may be used by the Responsible Entity for the establishment of Project Woodlots if advice from our Independent Forester indicates the land is suitable. FEA Plantations has engaged FEA to perform the management services such as establishing and maintaining the Project plantations under a head management agreement. The Woodlots will be managed by a team of experienced professional forestry managers who operate in accordance with strict health, safety and environmental procedures. FEA has developed highly professional regimes for site selection, tree establishment and maintenance. Section 04 Section 10 Section 06 Section 06 Section 11 Section 06 Section 11 Woodlot Options 1, 2, and 4 – Investors are guaranteed a stocking rate of 90% of the original 1,200 stems per hectare planted for a period of 3 years from the date the Investor is registered as the holder of the Woodlot or the commencement of general insurance cover for the plantations, whichever is the earlier. Woodlot Option 3 – Investors are guaranteed a stocking rate of 90% of the original 1,330 stems per hectare for a period of 3 years from the date the Investor is registered as the holder of the Woodlot or the commencement of general insurance cover for the plantations, whichever is the earlier. Section 06 Section 11 Woodlot Option 5 – The relevant Stocking Guarantees for the individual options that make up this offer are applicable to the relevant Woodlots that are allocated to Investors selecting this option. Buy-back Offer – FEA Plantations will offer a buy-back of Woodlot Option 3 interests at around 15 years of age. For full details, see Sections 04 and 05 on pages 20 and 23 of this PDS. Woodlot Option 3 Only Independent Reports We have obtained the following expert reports to provide information about this investment and its key variables: • Independent Forester’s Report; • Independent Market Report; and • Independent Taxation Opinion. Section 04 Section 05 Section 11 Summaries of these opinions are set out in Section 11 of this PDS and full copies are available at no charge from FEA Plantations. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 11 01 KEY 02 THE FUTURE FEATURES OFOF FORESTRY FEA PLANTATIONS INVESTMENT PROJECT 2009 FEA PLANTATIONS PROJECT 2009 – FROM SEEDLING TO SAWN TIMBER 1. Land meeting FEA Plantations’ selection criteria for average annual rainfall and soil quality is chosen and prepared for plantation establishment. 2. Genetically superior seedlings – with species matched to appropriate plantation locations – are planted at a highdensity of 1,200 stems per hectare for Eucalypt hardwood and African mahogany hardwood plantations and 1,330 stems per hectare for Radiata pine softwood plantations. 3. FEA’s own full-time forestry maintenance teams monitor the control of pests and weeds and oversee tree nutrition and fertilisation to maximise healthy plantation growth. 4. At around age 9 years (Eucalypt hardwood), 11 years (African mahogany hardwood) and 13 and 18 years (Radiata pine softwood), plantations are thinned (where appropriate). Around half of the trees are selectively harvested, generating potential income for Investors. The remaining larger trees are then able to grow unhindered, maximising sawlog recovery at final harvest. 5. Final Clearfall harvest timing, planned for around age 13 years and 16 years (Eucalypt hardwood), 18 years (African mahogany hardwood) and 25 years (Radiata pine softwood), is decided in conjunction with the advice of the Independent Forester. 6. Sawlogs from existing Tasmanian Eucalypt hardwood plantations are processed by FEA at Bell Bay and marketed under its EcoAsh® brand. Radiata pine softwood sawlogs are also processed by FEA and marketed as BassPine®. Pulplogs and sawmill residue are processed by SmartFibre for domestic and export customers. It is anticipated that highvalue African mahogany hardwood logs will be processed and marketed as Khaya Mahogany™. PAGE 12 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 03 THE FEA GROUP’S STRATEGY FOR SUCCESS Dr Trevor Innes, head of the FEA Innovation Unit, was instrumental in the development and testing of EcoAsh® As a plantation forestry manager for 24 years, FEA has the experience and expertise to grow trees well, and a track record of doing so. What sets FEA apart from many forestry investment managers is its status as a leading vertically integrated forestry and forest products company. FEA is currently Tasmania’s largest plantation sawmiller. In 2009-10, its Bell Bay sawmill aims to process around 400,000 tonnes of plantation logs to be marketed under FEA’s EcoAsh® and BassPine® brands. It is FEA’s aim to increase its timber processing input to at least 500,000 tonnes per annum by 2012-13. Not only is FEA’s state-of-the-art $72 million facility in Bell Bay fast, with an operating speed of up to 160 metres per minute, the latest ‘Optimil’ computerised curved sawing technology lifts the useable timber recovery from sawlogs. This simply means more higher-value sawn timber from every log. On top of this, FEA’s jointly-owned SmartFibre wood fibre export facility plans to market around 500,000 tonnes of wood fibre in 2008-09. When you invest in forestry with FEA Plantations, you are growing timber for an established value-adding processor and marketer. FEA selects plantation land, manages hardwood and softwood plantations, adds value to the forest products and sells them under respected brands through established distribution channels. For the forestry investor, FEA’s processing capacity creates a value chain - from plantation to finished product. This value chain provides the opportunity for FEA to aim to optimise returns by offering prices for Investors’ wood that reflect the higher prices FEA is able to realise for value-added, branded products manufactured from this sustainable plantation timber. FEA is committed to innovation, research and development to ensure that the highest possible prices are realised for the forest products it manages and processes. Additionally, FEA seeks to maximise both the proportion of higher-value sawlogs and the production of all log products to their highest potential end value. Ultimately, these factors should lead to higher prices for Investors’ timber, resulting in higher investment returns. When you invest in forestry with FEA Plantations, you’re not just growing timber for woodchips, you’re growing timber for a range of high-value branded products with proven existing markets. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 13 03 THE FEA GROUP’S STRATEGY FOR SUCCESS ® YOUR PLANTATION HARDWOOD The EcoAsh® product range currently includes: • Structural timber for building – used for floor and ceiling joists, studs, plates and roof trusses; • Wall panelling; and • Flooring. EcoAsh® is revolutionary in that it is produced from plantation Eucalypt hardwood trees as young as 9 years old. A product of considerable research and development by FEA, EcoAsh® is attractive, strong, easy to work with and highly price-competitive with comparable alternatives. These advantages have seen EcoAsh® readily accepted in the domestic market – to the extent that demand currently exceeds supply. ® SELECT GRADE PLANTATION HARDWOOD EcoAshclear® is a tangible demonstration of how FEA’s forestry expertise and processing innovation come together to produce higher value timber products from the same hardwood species used to produce EcoAsh®. Final crop trees are normally pruned three times during their early growth. There is a Thinning at around 9 years and the final pruned crop is Clearfall harvested at around 16 years, rather than 13 years for EcoAsh®. This combination produces the larger, relatively knot-free sawlogs required to produce higher-value appearance-grade EcoAshclear® products. EcoAshclear® can be used for plywood and laminates or for decorative veneers. It is also suitable for select-grade flooring, decorative mouldings and furniture manufacture. ® YOUR PLANTATION SOFTWOOD FEA’s Bell Bay processing facility is ramping up towards processing around 350,000 tonnes of logs into BassPine® products annually. A comprehensive range of BassPine® sawn and dressed appearance and structural grade softwood timber products are manufactured, including environmentally advanced preservative treated timber. Agents in all Australian states carry a selection of the FEA BassPine® product range, which currently includes dressed boards, machine-graded structural timber, treated and untreated decking, fence palings, pickets and sleepers, and green pallet-grade material. PAGE 14 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 03 THE FEA GROUP’S STRATEGY FOR SUCCESS KHAYA MAHOGANY™ With the introduction of African mahogany hardwood into the Project, FEA will use its considerable forestry and timber processing and marketing expertise to maximise returns to Investors from this high-value timber. Crop trees will be pruned, at no additional cost to the Investor, up to three times during their early growth. Thinning will be conducted at around year 11 and the final pruned crop is Clearfall harvested at around 18 years. This combination should produce larger, relatively knot-free sawlogs needed to produce higher-value appearance-grade Khaya Mahogany™ products. It is anticipated that African mahogany will be harvested primarily for sawlogs and after processing will be sold as rough sawn timber into domestic and export markets. FEA has considerable experience in value-adding plantation timber. While the African mahogany hardwood plantations are maturing, FEA’s timber processing and marketing experts and its Innovation Unit will explore and aim to develop a range of product and market opportunities to maximise the potential value of Investors’ Thinnings and Clearfall harvest returns. However, Investors should note that Khaya Mahogany is untested by FEA and therefore, is subject to additional risks. SMARTPRODUCT – SMARTPARTNER – SMARTVALUE – SMARTCHOICE FEA produces and markets wood fibre through SmartFibre, an export wood fibre facility it jointly owns and manages in northern Tasmania. SmartFibre currently exports plantation hardwood and softwood woodchips for paper and paperboard production to established customers in Japan. During 2007-08, SmartFibre exported over 500,000 tonnes of wood fibre, filling around 14 shiploads during the year. In line with FEA’s philosophy of adding value wherever possible, SmartFibre seeks to achieve premium wood fibre prices through its product quality, consistency, reputation, branding and environmental certification. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 15 03 THE FEA GROUP’S STRATEGY FOR SUCCESS THE FEA GROUP AT A GLANCE FEA PLANTATIONS LIMITED • • • • FEA PLANTATIONS Forestry Investments FEA Plantations has issued 16 prior forestry investment projects and has more than 72,000 hectares of timber plantations under management. Responsible Entity Project Manager AFSL holder Issues PDS FEA TIMBERLANDS FUND Unlisted property trust which owns properties in New South Wales and Tasmania on which FEA Plantations will establish timber plantations. FOREST ENTERPRISES AUSTRALIA LIMITED ASX LISTED PUBLIC COMPANY • Extensive forestry team establishes and maintains plantations. • Provides finance to Investors. • Purchases timber from the Project. • Operates $72 million Bell Bay sawmill, processing and treatment facility. • Processes and markets timber as EcoAsh® and BassPine® products. • Custodian for the Project. • Research and Development in timber processing. TASMANIAN PLANTATION Owns land on which FEA Plantations establishes plantations. FORESTRY SERVICES Separate specialist forestry division oversees forestry, harvesting and sale of timber to maximise Investor returns. SMARTFIBRE Processes and markets hardwood and softwood wood fibre from timber not suitable for sawlogs. Also uses waste timber from sawmill after sawn timber recovery from sawlogs. Jointly owned by FEA. PAGE 16 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 03 THE 01 THE FEAFUTURE GROUP’S OFSTRATEGY FORESTRYFOR INVESTMENT SUCCESS A SOUND TRACK RECORD 1985 FEA is founded and commences land purchases. 1987 FEA begins Eucalypt hardwood plantation establishment in its own right and on behalf of others. 1993 FEA Plantations offers and establishes its first Eucalypt hardwood managed forestry investment. 1997 FEA becomes the first forestry company based in Tasmania to lease land for plantation establishment. 2000 FEA lists on the ASX (ASX:FEA). 2001 First export log shipments from Tasmania to Japan include plantation Eucalypt hardwood veneer logs. 2002 Thinning of first 1993 managed forestry investment begins. FEA’s ‘HewSaw’ sawmill is acquired in Tasmania. 2003 SmartFibre wood fibre processing and export facility commissioned. 2005 FEA launches EcoAsh® sawn plantation hardwood. 2006 Longer-rotation EcoAshclear® investment option introduced into FEA Plantations Project 2006. 2007 FEA signs a long-term contract to purchase 290,000 tonnes a year of plantation softwood for its BassPine® product range. FEA completes a capital raising of $57 million. Construction of new $72 million Bell Bay sawmill and processing facility commences. 2008 25-year rotation Radiata pine BassPine® investment option introduced into FEA Plantations Project 2008. Bell Bay sawmill officially opened in February. Final clearfall harvest of FEA’s first forestry investment (1993 Project) Tasmanian Forests Trust No 1 (ARSN: 093 165 210) completed: Total harvest yield: 2009 404 tonnes per hectare Clearfall sawlog yield: 68% Whole project sawlog yield: 48% Average annual growth rate: 27.6 m3/ha/year (10.4% above initial prospectus forecast of 25 m3/ha/year) Total net Harvest Proceeds: $16,920 per hectare (including GST) High-value African mahogany hardwood investment option introduced into FEA Plantations Project 2009. The information above regarding Tasmanian Forests Trust No1 ARSN: 093 165 210 is provided to demonstrate FEA has proven forestry management experience. However, this information is based on past performance only and is not a representation or a reliable indicator of the current or future performance of any FEA Plantations’ project. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 17 04 THE ADVANTAGES OF FORESTRY INVESTMENT WITH FEA PLANTATIONS Aerial view of an FEA-managed Eucalyptus nitens plantation in northeastern Tasmania ENHANCE YOUR INVESTMENT PORTFOLIO FORESTRY EXPERTISE An FEA Plantations’ forestry investment can offer a range of financial planning benefits for Investors, including the potential to build future wealth. FEA Plantations is wholly owned by FEA. FEA was founded in 1985 as a specialist plantation forestry manager. Soon after it began purchasing land and establishing plantations in its own right as well as on behalf of Investors interested in being involved in forestry. The ATO has issued Product Rulings 2009/23, 2009/24, 2009/25, 2009/26 and 2009/27 in respect of the Project which are applicable for Investors who enter into the Project on or before 30 June 2009 (2009 Investors). The Product Rulings correspond to Woodlot Options 1, 2, 3, 4 and 5 respectively. The investment should provide income at both Thinning and final Clearfall harvests. The Project provides a range of investment options, giving Investors the ability to choose one that offers potential future income streams that suit their future financial planning needs. An investment in the Project may also suit Investors who wish to diversify their portfolio outside of traditional asset classes such as shares and real estate. An FEA forestry investment should be considered long-term. Investors must hold the investment for four years from the end of the year in which they entered the Project in order that the Commissioner does not seek to recoup any prior tax deductions claimed. After this time, they may sell their interest without having an adverse impact on the tax deductions previously claimed. FEA has retained its emphasis on forestry first and foremost. FEA’s Chief Executive Officer, Andrew White, is a professional forester, as is the Chairman of FEA Plantations, Tony Cannon. FEA’s commitment extends to having some 25 professional foresters as part of a forestry team of approximately 45 staff who monitor the preparation, establishment and ongoing maintenance of Investors’ Woodlots. In addition, FEA retains the services of an independent professional forester to monitor and report on the health and wellbeing of the Woodlots to the Manager and Investors. The key elements of FEA’s forestry strategy are: LAND SELECTION For Eucalypt hardwood, Radiata pine softwood and African mahogany hardwood, FEA selects land with an annual minimum average rainfall of 800 to 1100 mm or more and deep, fertile soils within an economic transport distance of a major wood processing centre. FEA’s current plantations are located primarily in Tasmania, northern New South Wales and South East Queensland as the locations fulfil these essential criteria – particularly rainfall. SPECIES SELECTION FEA establishes species that have the potential to produce higher-value sawn timber as well as wood fibre. In addition to Pinus radiata and senegalensis, a range of Eucalypt hardwood species will be planted after being matched to individual site conditions to maximise plantation growth rates. PAGE 18 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 04 THE ADVANTAGES OF FORESTRY INVESTMENT WITH FEA PLANTATIONS FEA is continually improving the genetic quality of its seedlings through research, development and trials. Improved seedling quality is an important factor in delivering the enhanced growth rates FEA has been achieving. FEA improves seedling genetics through traditional natural tree breeding processes and not through gene-modification (GM) methods. HIGH-DENSITY PLANTING FEA plants 1,200 seedlings per hectare for Woodlot Options 1, 2 and 4 and 1,330 seedlings per hectare for Woodlot Option 3. These high stocking rates provide the opportunity for Thinning harvests and improve sawlog quality by encouraging straighter tree growth and fewer smaller branches. PRUNING Woodlot Option 2 Eucalypt hardwood trees are normally pruned three times during their early growth. Pruning is the removal of branches while the trees are growing to help prevent the formation of knots or deformation of the grain. The result is ‘clearwood’ for the production of EcoAshclear®. Woodlot Option 4 African mahogany hardwood trees will also be pruned up to three times in their growth to improve tree form and reduce side branches. This pruning regime aims to maximise the quality of sawlogs at Clearfall harvest and subsequent sawn timber recovery levels. THINNING HARVEST Thinning during the plantation Rotation provides potential early income for Investors. It removes smaller or poorly formed trees enabling the better performing trees that remain to attain maximum growth to Clearfall harvest. Plantations will be thinned where silviculturally and economically appropriate. FEA Plantations maximises returns for its Investors by aiming to recover the highest possible proportion of higher-value sawlogs at harvest – and by adding further value to these through processing. The remaining pulplogs are exported as wood fibre through FEA’s joint venture SmartFibre wood fibre processing and export facility to existing overseas customers. SmartFibre anticipates marketing 500,000 tonnes of wood fibre in 2008-09. FEA’s emphasis on maximising sawlog recovery and highervalue timber products production means that Investors are likely to receive much higher prices for their timber at harvest than if they had invested in projects that sold wood solely as pulplogs for the production of woodchips. FEA has entered into a wood purchase agreement with FEA Plantations in relation to wood grown and harvested from Project plantations. This agreement provides that wood must be purchased at a fair and reasonable price that takes account of proposed end-uses of the wood and the prevailing market price for those end-users. If FEA Plantations does not approve the purchase price, it can seek a higher price from FEA or choose to sell the wood to another buyer. For Woodlot Options 1 and 2, a Floor Price mechanism is included in the wood purchase agreement for both sawlogs and pulplogs. This means that the price FEA will pay for the wood will be the greater of either the prevailing market price at the time of harvest or the Floor Price. For a summary of the wood purchase agreement see pages 37 and 57. LONGER ROTATION By allowing trees to grow several years longer than hardwood woodchip-only projects, FEA increases the volume of recoverable sawlogs, thereby enhancing the potential returns to Investors. INVENTORY Plantations are measured at regular intervals to monitor growth rates and enable FEA to plan remedial works and future harvesting. WOOD FLOW MODELLING FEA’s forestry services team schedules plantation harvesting so the supply of timber is matched to market needs and conditions – with the aim of maximising the value of that timber to the Investor. For more information please refer to the Independent Forester’s Report in Section 11. MAXIMISING INVESTOR RETURNS THROUGH VALUE-ADDED PROCESSING AND MARKETING FEA is a vertically-integrated plantation forestry and forest products company. Although it has successfully established, maintained and harvested timber plantations for 24 years, FEA is much more than just a plantation timber investment manager. FEA is Tasmania’s largest plantation sawmiller and a leading Australian forest products processor and marketer. Its new $72 million state-of-the-art sawmill and processing facility at Bell Bay in the state’s northeast was opened in early 2008 - initially processing around 350,000 tonnes of timber per year for EcoAsh® and BassPine® products. EcoAsh® framing, panels and roof trusses FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 19 04 THE ADVANTAGES OF FORESTRY INVESTMENT WITH FEA PLANTATIONS SECONDARY MARKETS FOR FORESTRY INVESTMENTS New rules enacted by the Australian Government applicable from 1 July 2007 mean that forestry investors are no longer required to have an intention to hold their investment until harvest in order to obtain a tax deduction for their investment in the Project. Investors must hold the investment for four years from the end of the year in which they entered the Project. However, after this time, they may sell their interest without having an adverse impact on the tax deductions previously claimed. For taxation purposes, sale proceeds will be assessable on revenue account. The purchaser will not receive a tax deduction for their acquisition cost, but will be entitled to deductions for ongoing expenses in relation to the investment if the original owner would have been entitled to those deductions had they retained the investment. However, Investors should note that the Project is an illiquid investment and it may not be possible to sell or otherwise dispose of interests in the Project. BUY-BACK OFFER FOR OPTION 3 WOODLOTS In light of the longer investment term of Woodlot Option 3, FEA Plantations (or a related company) will offer a buy-back of Option 3 Woodlots at around 15 years of age. The offer will be at a price at least equal to 90% of the current market value of the Option 3 Woodlots as independently assessed or verified at the time. Nothing in this PDS constitutes a buy-back offer to Investors. Although accepting the buy-back offer when it is made at around 15 years may suit the financial planning needs of some Investors, it is expected that the market value Aerial view of M’Oganwo Station in the Northern Territory PAGE 20 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT of Option 3 Woodlots at Clearfall harvest at approximately 25 years of age will significantly exceed the market value of the interests when the buy-back offer is made. However, the buy-back offers additional flexibility, allowing Investors a greater opportunity to tailor their investment to best suit their current and future financial planning needs. STUMPAGE VERSUS ‘MILL DOOR’ OR ‘FREE ON BOARD’ PRICES FEA Plantations believes that it is in the best interests of its Investors to sell the Project timber on a stumpage basis. Stumpage is the price paid for the timber at the stump. It excludes harvesting, transport, processing and marketing costs which are generally borne by the purchaser. Stumpage prices may take into account factors such as total timber volume, ease of access and transport distance. Higher stumpage prices may be achieved for larger trees with superior wood quality for higher value end uses. The alternative to selling either sawlogs or pulplogs on a stumpage basis is to sell them on a ‘mill door’ basis for sawlogs or a ‘free on board’ (FOB) basis for pulplogs. Although mill door prices are generally higher, it means that Investors are responsible for the costs of harvesting and transporting sawlogs to the ‘sawmill door’. FOB prices for wood fibre again are generally higher than stumpage prices, but in this case wood fibre is delivered as woodchips ‘free on board’ a ship for export. This means that costs for securing overseas customers, harvesting, transport, processing and shiploading would need to be met by Investors in the Project. Please refer to the Independent Market Report in Section 11 for further information. 04 THE ADVANTAGES OF FORESTRY INVESTMENT WITH FEA PLANTATIONS ENVIRONMENTAL BENEFITS AND GOVERNMENT SUPPORT Plantation timber is a sustainable, renewable resource. FEA’s ‘defined forest area’ estate has been independently certified to the Australian Forestry Standard (AS47082007), which is an internationally recognised standard for sustainable forest management in Australia. Plantations can provide a number of environmental benefits: • Reducing the pressure on harvesting of native forests; • Helping to repair land degradation (such as salinity, erosion and rising water tables caused by over-clearing of native vegetation), improving water quality and biodiversity in areas of previously cleared land; • Reducing fire hazard through appropriate management. Research has shown that, where hardwoods have been established on formerly cleared agricultural land, plantation fires will be less intense than in native forest vegetation types and slower spreading than in fully cured grasslands; and • Removing and storing carbon dioxide through sequestration thereby reducing the levels of this major greenhouse gas in the atmosphere. There is a future possibility that forestry investors could benefit from the trading of Carbon Credits. Should this occur, Investors in the Project will receive 50% of the net benefits of any carbon trades which the Responsible Entity negotiates in relation to Project land, less reasonable costs of the negotiation and trading process. For more information please refer to the summary of the Independent Market Report in Section 11. The Australian government’s policy statement ‘Plantations for Australia: The 2020 Vision’ was released in 1997. It was relaunched in 2002 as a strategy with the support of the Australian and state governments and the plantation timber growing and processing industries. The ‘2020 Vision’ confirms plantations as the preferred option for future Australian timber supply. It promotes an increase in plantations from 1 million hectares in 1997 to 3 million hectares by 2020 – a target which it is recognised will only be achieved through substantial private investment. Australia’s total plantation area reached 1.87 million hectares in 2007, comprising 980,200 hectares of softwood plantations (52.3%), 883,500 hectares of hardwood plantations (47.2%) and 9,254 hectares of ‘other species’. According to ‘Australia’s Plantation Log Supply 2005-2049’, an Australian Government Department of Agriculture, Fisheries and Forestry report released in 2007 and based on the National Plantation Inventory, Australia’s annual plantation log supply tripled from 6 million cubic metres in 1990 to 18.5 million cubic metres in 2006-07 and is anticipated to reach 30 million cubic metres from 2010. Of Australia’s current harvest production of 27 million cubic metres of timber a year, two-thirds comes from plantations (2006-07). HIGH VALUE VERSATILE SPECIES The plantation species, as well as the sawmilling and drying techniques developed by FEA at its modern Bell Bay mill facility, have been carefully selected to produce the best quality products in either sawntimber for building or appearance grade applications or for the manufacturing of paper and paperboard. A maturing FEA-managed Eucalypt plantation near Lismore, New South Wales The plantation species are selected for both their timber and fibre properties and their ability to grow effectively in FEA preferred and selected regions. FEA focuses on high value, versatile timber species to maximise secure markets and the generation of higher returns for Investors. Plantation grown woodchips have a higher yield for paper and paperboard manufacturing than resources supplied from native forests and, as a result, have been able to attract a price premium. Sawlogs, because of the growing regime and better value adding potential, may attract a market price much higher than pulplogs, from which woodchips are derived. The growing of quality saw and veneer logs increases the returns for plantation investors and assists the country to reduce its growing trade deficit in forest products. While softwood is the most significant timber species used for construction, renovating and home extensions, there is a growing potential to substitute plantation grown hardwood EcoAsh® ultilising its greater strength to weight ratio. AUSTRALIA’S COMPETITIVE POSITION Australia is conveniently located with shorter shipping times to the major roundwood, solid wood and woodchip markets of Asia. Japan is the most significant importer of woodchips in the world, and China is rapidly expanding its timber processing and furniture manufacturing industries. In addition, China has a growing demand for construction timbers, both panels for formwork and solid wood for framing. Even though Russia is the major supplier of wood into China and has a closer proximity, its intention to introduce significant tariffs could create market opportunities for alternative imports, especially from Australia. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 21 01 THE FUTURE OF FORESTRY INVESTMENT 05 PROJECT DETAILS EcoAsh® structural timber prior to labelling and despatch from the sawmill CHOOSE THE FEA FORESTRY INVESTMENT OPTION THAT BEST SUITS YOUR NEEDS Investors in the Project are offered the opportunity to acquire interests in five Woodlot Options (or any combination thereof). The details of each Woodlot Option are set out below. ® WOODLOT OPTION 1 – ECOASH® SAWN TIMBER AND SMARTFIBRE WOOD FIBRE This is our simplest and most ‘traditional’ forestry investment. The Establishment Fee is $3,450 per ½ hectare Woodlot. The only ongoing costs associated with Woodlot Option 1 are insurance, if applicable, which is payable yearly commencing in the second growing year by Investors who elect to insure their Woodlots, and the deferred land sourcing and management fee which is deducted from the sale proceeds from Woodlot Option 1 trees prior to distributions being paid to Investors in Woodlot Option 1. Details of the fees are set out in Section 07 of this PDS. Under this option, Eucalyptus hardwood plantations will be established in Tasmania, northern New South Wales and South East Queensland and maintained for around 13 years. Where appropriate, plantations will be thinned at approximately 9 years and it is expected that Investors will receive a commercial return from the Thinning harvest. Timber will be sold as both sawlogs for EcoAsh® sawn timber and pulplogs for SmartFibre wood fibre. At final Clearfall harvest, the proportion of sawlogs will be maximised and these will be processed as EcoAsh® sawn timber. Remaining pulplogs will be processed for SmartFibre wood fibre. Alternative potential markets will also be considered at the time of harvest. Woodlot Option 1 offers simple forestry investment in proven plantation locations, species, products and markets. By aiming to maximise higher-value sawlog recovery, FEA Plantations expects that Investors in Woodlot Option 1 should achieve higher returns than if they had invested in a project which was intended for 100% pulplog production. PAGE 22 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT ® WOODLOT OPTION 2 – ECOASHCLEAR® VENEER AND HIGH-GRADE SAWN TIMBER, PLUS ECOASH® AND SMARTFIBRE WOOD FIBRE In essence, Woodlot Option 2 is the same as Woodlot Option 1 – except that the final crop trees are normally pruned three times during their growth and are harvested at around 16 years rather than 13 years. The Establishment Fee is $3,450 per ½ hectare Woodlot. The only ongoing costs associated with Woodlot Option 2 are pruning fees, insurance, if applicable, which is payable yearly commencing in the second growing year by Investors who elect to insure their Woodlots, and the deferred land sourcing and management fee which is deducted from the sale proceeds from Woodlot Option 2 trees prior to distributions being paid to Investors in Woodlot Option 2. Details of the fees are set out in Section 07 of this PDS. When combined with a longer growing time, the pruning regime should result in a higher proportion of larger trees to allow production of timber free of knots and with straight, even grain patterns. The result is ‘clearwood’ for the production of EcoAshclear®. Where appropriate, the trees in Woodlot Option 2 will be thinned at around year 9 and FEA Plantations expects that the Thinning should result in Investors receiving a commercial return. At final Clearfall harvest, FEA Plantations will seek to maximise the sawlogs suitable for higher-value EcoAshclear® veneer and high-grade sawn timber production. The maximum proportion of remaining logs will then be sawn for EcoAsh® timber products, leaving the pulplogs to be processed and marketed by SmartFibre. Woodlot Option 2 is a slightly longer-term investment than Woodlot Option 1. It offers the potential of increased returns from a proportion of higher-value clearwood sawlogs. 05 PROJECT DETAILS ® WOODLOT OPTION 3 – BASSPINE® SAWN TIMBER AND SMARTFIBRE WOOD FIBRE In this Woodlot Option, FEA Plantations will plant Radiata pine, which is one of the most popular and accepted plantation softwood species in Australia. Radiata pine is suitable for production of the full range of possible BassPine® products, including structural sawn timber, engineered timber (such as laminated beams and veneers), treated pine decking, poles, piles and fence posts. The Establishment Fee is $3,450 per ½ hectare Woodlot. The only ongoing costs associated with Woodlot Option 3 are insurance, if applicable, which is payable yearly commencing in the second growing year by Investors who elect to insure their Woodlots, and the deferred land sourcing and management fee which is deducted from the sale proceeds from Woodlot Option 3 trees prior to distributions being paid to Investors in Woodlot Option 3. Details of the fees are set out in Section 07 of this PDS. Investors should note that Woodlot Option 3 is a longerterm investment than any other Woodlot Option and that FEA Plantations expects a final Clearfall harvest will occur about 25 years of age. Commercial Thinnings will be undertaken at around 13 and 18 years of age, and should provide Investors with harvest returns. This option may be suitable for the financial needs of longer term Investors. Given the longer term of the investment, FEA Plantations will offer a buy-back of Woodlot Option 3 interests at around 15 years of age. The terms of the buy-back offer will be issued when the buy-back offer is made. Nothing in this PDS constitutes a buy-back offer to Investors. As with other Woodlot Options, FEA Plantations will aim to maximise the proportion of higher-value sawlogs recovered at Clearfall harvest with the objective of also maximising Investors’ returns. Pulplogs will be processed and marketed as softwood wood fibre. WOODLOT OPTION 4 – KHAYA MAHOGANY™ This option offers Investors the opportunity to invest in a high-grade, high-value luxury timber with significant demand in established international markets. African mahogany is an evergreen hardwood tree native to Africa. It is found throughout the central equatorial region from Sudan and Uganda in the east to Senegal, Sierra Leone and Gambia in the west. Well known as a luxury timber, African mahogany is in high demand in established international markets. Its uses include high-grade furniture, interior windows and doors, and external joinery including timber decking and boat building and fittings. As the worldwide supply of luxury timber from native forests diminishes, supply from plantations is becoming a viable alternative. However, African mahogany is not yet proven as a commercial plantation tree species in Australia. Therefore, Woodlot Option 4 should be considered as having additional risks as it involves growing a timber species which is currently untested by FEA. The Establishment Fee is $3,450 per hectare Woodlot. The only ongoing costs associated with Woodlot Option 4 are insurance, if applicable, which is payable yearly commencing in the second growing year by Investors who elect to insure their Woodlots, and the deferred land sourcing and management fee which is deducted from the sale proceeds from Woodlot Option 4 trees prior to distributions being paid to Investors in Woodlot Option 4. Details of the fees are set out in Section 07 of this PDS. Crop trees may be pruned, at no additional cost to the Investor, up to three times during their early growth with the intention that the pruning regime should result in a straighter tree which will be suitable for sawlog production with the added benefit of production of timber free of knots and with straight, even grain patterns. It is expected that a final Clearfall harvest will occur at around 18 years of age. A Thinning will occur at around 11 years of age and it is anticipated that Investors will receive a commercial harvest return from the Thinning. WOODLOT OPTION 5 – DIVERSIFIED FORESTRY OFFER ® ® ® THIS INNOVATIVE OPTION CREATES A READY-MADE DIVERSIFIED FORESTRY INVESTMENT PORTFOLIO It combines 4 x Option 1 Woodlots, 1 x Option 2 Woodlot, 1 x Option 3 Woodlot and 1 x Option 4 Woodlot at an Establishment Fee of $23,000 - an approximate 5% discount on the total individual Establishment Fees for these Woodlots. The ongoing costs are the relevant costs for each Woodlot Option. This combined Woodlot Option offers the Investor all the benefits of both short and long-term forestry investment. Over a total investment term of around 26 years, Thinning and Clearfall harvest income should be received at six points during the investment. The buy-back offer for Option 3 Woodlots at around 15 years of age will apply to the Option 3 Woodlots of Investors in the Diversified Forestry Offer. FEA PLANTATIONS PROJECT 2009 OFFERS A RANGE OF INVESTMENT OPTIONS TO PROVIDE FINANCIAL PLANNING FLEXIBILITY The broad range of forestry investment options offered by FEA Plantations Project 2009 allows Investors to tailor their timber investment portfolio to suit their current financial planning needs and time future potential income to meet future needs. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 23 06 AN OVERVIEW OF FEA PLANTATIONS PROJECT 2009 THE STRUCTURE OF THE PROJECT LAND SELECTION Applicants become Investors in the Project (and bound by the Constitution) when their applications are accepted by FEA Plantations. Each Investor obtains a beneficial interest in the plantation established by FEA Plantations for the Project. The beneficial interest to which Investors are entitled is identifiable as a Woodlot (with the trees growing on each Woodlot) once the land is secured and the Woodlots are allocated. FEA has selected regions of Tasmania, northern New South Wales, South East Queensland and the Douglas Daly region of the Northern Territory for the establishment of Project plantations. The selected regions meet strict FEA Plantations criteria including: • Annual minimum average rainfall of 800 mm to 1100 mm or more; • Deep, fertile and well-draining soils suitable for plantation forestry; and • Proximity to established transport routes for forest products to processing infrastructure and ports. MARYBOROUGH WONDAI QLD KINGAROY CABOOLTURE IMBIL BRISBANE IPSWICH URBENVILLE TENTERFIELD KYOGLE CASINO WYAN WOODCHIP EXPORT FACILITY GOLD COAST LISMORE GRAFTON GLEN INNES WALCHA NSW NUNDLE QUIRINDI WYONG NEWCASTLE WOODCHIP EXPORT FACILITY SYDNEY NORTHERN NEW SOUTH WALES AND SOUTH EAST QUEENSLAND FEA began establishing northern New South Wales plantations in 2001 and currently manages around 37,000 hectares of Eucalypt hardwood plantations in the regions. Northern New South Wales is historically a timber area with a mild sub-tropical climate, average annual rainfall of 1000 mm or more, and high-quality fertile soils. Northern New South Wales has significant existing forest products processing and marketing capacity. Softwood and hardwood sawlogs and veneer logs are supplied to sawmills and plymills at Grafton, Casino, Lismore, Urbenville and Wyan. Smaller diameter timber is used for posts and sold to pole and girder markets. Woodchips from sawmilling and residues are exported from ports at Brisbane and Newcastle. Some are also used for hardboard manufacture within Australia. FEA also establishes and manages Eucalypt hardwood plantations in South East Queensland in the Wondai and Kingaroy area and close to the port of Brisbane. CANBERRA FEA PLANTATION REGIONS VIC SAWMILL TIMBER PRODUCTS MANUFACTURING MELBOURNE PAGE 24 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 06 AN OVERVIEW OF FEA PLANTATIONS PROJECT 2009 TAMAR HAMPSHIRE RT BE F L SMEA L B A SA AY RT W FI M BR IL E L O NP VO DE BU RN IE SM IT HT O N TASMANIA Tasmania provides excellent conditions for the cultivation of Eucalypt hardwood and Radiata pine softwood for the Project and there is a significant established history of success with these species in the region. LAUNCESTON Tasmania All hardwood and softwood plantations located in Tasmania for this Project will be in reasonable proximity to existing FEA plantations and FEA’s Bell Bay sawmill for the production of EcoAsh®, EcoAshclear®, BassPine® and SmartFibre for the production and export of wood fibre or other major wood-processing centres. QUEENSTOWN TRIABUNNA NEW NORFOLK HOBART HUONVILLE GEEVESTON FEA PLANTATION REGIONS TA ANN VENEER MILL WOODCHIP MILL SAWMILL NORTHERN TERRITORY African mahogany hardwood plantations will be established in the Douglas Daly region of the Northern Territory. DARWIN JABIRU KATHERINE Northern Territory This location has important attributes for African mahogany cultivation including summer rainfall, tropical monsoonal climate, a plentiful water supply and deep friable soils and nutrients. The establishment of Khaya senegalensis, or African mahogany, began at M’Oganwo in the wet seasons of 2005-06 and has continued through 2006-07 and 2007-08. If required, further suitable plantation locations in the Northern Territory for the establishment of African mahogany hardwood will be identified and secured. FEA PLANTATION REGION LAND OWNERSHIP Land for the Project will be owned by a company within the FEA Group, Tasmanian Plantation Pty Ltd, the FEA Timberlands Fund, or may be leased from third party owners under a Forestry Right agreement. PLANTATION ESTABLISHMENT Preparation – Soil is first prepared by ripping, mounding or ploughing to improve tree rooting conditions and ultimately improve tree growth rates and timber volume. Seedlings – FEA uses genetically-superior seedlings to improve tree growth rates and wood properties. Appropriate Eucalypt hardwood species including Dunn’s white gum (Eucalyptus dunnii), Spotted gum (Corymbia citriodora ssp. variegata), Shining gum (Eucalyptus nitens), Sydney blue gum (Eucalyptus saligna) and Blackbutt (Eucalyptus pilularis) will be established choosing the best performing species for specific site conditions. Option 3 Woodlots will be planted with genetically-improved Radiata pine (Pinus radiata). In 2008, FEA purchased the necessary capacity for the establishment of African mahogany (Khaya senegalensis) plantations, comprising a nursery and a genetics program including seed stocks. Planting – Seedlings are planted by hand or machine with the application of water, polymers and fertilisers as appropriate. FEA plants to a high density of 1,200 trees per hectare for Options 1, 2 and 4 and 1,330 trees per hectare for Woodlot Option 3. Stocking Guarantee – Woodlot Options 1, 2, and 4 – Investors are guaranteed a stocking rate of 90% of the original 1,200 stems per hectare planted for a period of 3 years from the date the Investor is registered as the holder of the Woodlot or the commencement of general insurance cover for the plantations, whichever is the earlier. Woodlot Option 3 – Investors are guaranteed a stocking rate of 90% of the original 1,330 stems per hectare for a period of 3 years from the date the Investor is registered as the holder of the Woodlot, or the commencement of general insurance cover for the plantations, whichever is the earlier. Woodlot Option 5 – The relevant Stocking Guarantees for the individual options that make up this offer are applicable to the relevant Woodlots that are allocated to Investors selecting this option. If necessary for any reason during the stocking guarantee period, replacement seedlings will be planted at no cost to the Investor to maintain the minimum stocking density. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 25 06 AN OVERVIEW OF FEA PLANTATIONS PROJECT 2009 PLANTATION MANAGEMENT INFORMATION AND REPORTING TO INVESTORS FEA Plantations has appointed FEA as plantation manager. When you become an Investor in the Project you will receive: • A certificate detailing your investment; and • Formal advice of monies paid to assist with your tax return. FEA is the plantation manager for all 17 forestry investments established by FEA Plantations from its first managed forestry investment in 1993. Detailed information about FEA is set out in Sections 03 and 13 of this PDS. FEA Plantations will oversee on behalf of Investors: • Land selection and preparation; • The supply and planting of seedlings; • Ongoing plantation maintenance including fertilising, pest and weed control and firebreak maintenance with regular annual audits and reporting through the plantations’ growth cycle by an independent forestry expert; • Pruning of Option 2 and 4 Woodlots (including those Option 2 and 4 Woodlots acquired by Investors who invest in Woodlot Option 5); • Harvesting trees to maximise sawlog recovery; and • The sale of timber grown on the Project plantations for the highest possible prices. PLANTATION MAPPING TECHNOLOGY Sophisticated ‘Geographic Information System’ and ‘Global Positioning System’ technology and aerial photography is used throughout the land selection, plantation establishment and ongoing management processes. Plantations are accurately mapped and a multi-layered database stores a wide range of information which is used to generate current maps of all managed areas. Satellite imagery and aerial photography supplements on-theground inspections and monitoring of plantation progress. GROWTH RATE MONITORING Within plantations, measurement plots are established and data is collected for computer analysis of plantation growth rates. Growth formulae are then applied to predict likely volumes of logs for a range of different end uses at various points throughout a plantation’s growth cycle. Ongoing monitoring through the inventory (or treemeasurement) program enhances productivity as it identifies any underperforming areas of plantations early so that remedial management action, such as extra fertilisation, can be undertaken. PLANNING HARVESTING TO MAXIMISE RETURNS Inventory data and wood flow modelling software are used to develop harvesting schedules that match forest products to current market demand in a way which optimises the Investor’s harvest return. Once your Woodlot is planted you will receive: • A plantation map showing the location of your Woodlot/s. Each year you will receive: • Reports from the Project Manager and Independent Forester on the progress of the Project. These reports will cover: • Compliance with the Product Ruling and any changes in tax laws subsequent to it; • Any significant changes in the market for forest products; • Any changes to costs; and • An audit of Project plantations and reports on progress, growth, any pests or disease, maintenance and general management. • Annual invoices for insurance, if applicable (usually 100% tax deductible) see Section 11; • For Investors participating in Woodlot Option 2 or Woodlot Option 5, commonly invoices for 100% tax deductible pruning fees will be sent in approximately years three, five and seven; • Investors are also kept up-to-date on the Project through regular newsletters, correspondence and information posted on our website www.fealtd.com; and • Invitations to attend regular Investor Tours conducted by FEA staff to monitor the progress of the plantation estate. After Thinning and Clearfall harvests you will receive: • Proceeds from the sale of the timber from your Woodlots. THE ROLE OF THE INDEPENDENT FORESTER The Independent Forester is an integral part of the Project and must report to FEA Plantations annually in writing on the progress of the trees established as part of the Project. The Independent Forester does an inspection and audit of a sample of plantations within the Project each year and will inspect all plantations within the Project on a rotational basis. Please read the Independent Forester’s report in Section 11. THE ROLE OF THE CUSTODIAN FEA Plantations has appointed FEA as Custodian of the Project under a custody agreement. The functions of the Custodian are as follows: • To receive, hold and then distribute application monies at the direction of FEA Plantations; • To receive and then distribute Harvest Proceeds at the direction of FEA Plantations; and • To hold all property in safe custody. FEA Plantations acts in accordance with the Constitution and the custody agreement in directing the Custodian. The Custodian acts in accordance with FEA Plantations’ instructions only and is not otherwise bound by the Constitution. FEA Plantations pays the Custodian’s fees from its own funds. A copy of the Constitution can be obtained free of charge by contacting the compliance officer at FEA Plantations during business hours on Freecall 1800 600 009 or by emailing marketing@fealtd.com. PAGE 26 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 06 AN OVERVIEW OF FEA PLANTATIONS PROJECT 2009 PLANTATION INSURANCE Investors are able to insure their interest in the Project by insuring standing timber growing on their allocated Woodlots against loss or damage by fire and other insurable risks. If requested to do so by the Investor, FEA Plantations will use reasonable endeavours to insure the Investor’s Woodlots, commencing in the second growing year and coinciding with expiry of the Stocking Guarantee. FEA Plantations may charge Investors an administration fee for arranging this insurance. Refer to Section 07 for more information about fees and costs. If cover is obtained, the Investor will be invoiced by FEA Plantations for the cost of the insurance. The cost and cover of any insurance will be determined annually. It should be noted that plantation insurance is typically subject to a range of exclusions. The extent and nature of cover will depend on the terms of the particular policy at the time. No assurance is given that insurance will be available nor which risks any policy may cover. PUBLIC LIABILITY INSURANCE FEA Plantations will maintain a public liability insurance policy with a limit not less than $10,000,000 to cover the liability of FEA Plantations and the Investors in respect of their interests in the plantation areas. INSURANCE OPTIONS It is recommended that Investors apply for one of the following two levels of insurance: Basic insurance – Insurance to cover the standing timber in the plantations against loss or damage by fire and other risks as included in the insurance policy. This level of insurance is optional for Investors and, if selected, then invoicing and insurance cover will commence during the plantations’ second growing year. The Stocking Guarantee will expire for all Investors in the Project upon commencement of the first insurance period. It is currently estimated that the cost of basic insurance for newly planted trees will be approximately $7 per Woodlot (including a 10% administration fee). As the value of the trees increases with time, the insured values and respective costs to insure are also expected to increase accordingly. Full replacement cost insurance - In the early years of the Project, insurance recoveries under a basic insurance policy are unlikely to equal the full amount of application monies paid. For the period that the value of the trees is less than the full amount of the application price, additional insurance coverage may be available to enable Investors to insure their interests for the original amount invested until the value of the Woodlots exceeds the value of the initial investment. This level of insurance, and invoicing, will commence during the plantations’ second growing year. The Stocking Guarantee will expire for all Investors in the Project upon commencement of the first insurance period. (Please refer to page 25 for details of the Stocking Guarantee.) It is currently estimated that the premium for this full replacement cost insurance will be approximately $23 per Woodlot (including a 10% administration fee). As the value of the trees increases with time, the insured values and respective costs to insure may also increase accordingly. FEA Khaya Mahogany™ seedlings at M’Oganwo Station The insurance premium may vary over time to reflect the value of the timber as it changes and the premium rates may vary from year to year depending upon insurance market conditions and claims experience. Full replacement cost insurance is compulsory if obtaining finance for a term longer than two years. HOW TO APPLY Investors are asked to nominate on their Application Form if they wish to apply for insurance and which insurance option they wish to apply for. Such a nomination shall be applied to each year’s insurance arrangements (where such insurance is reasonably available) unless the Responsible Entity is notified to the contrary no later than 1 month prior to the insurance expiry date. Any notification will be applied to the following insurance period. INSURANCE ARRANGED BY INVESTORS Investors have the option to arrange the insurance cover themselves and must provide evidence of the insurance coverage to FEA Plantations on terms acceptable to it, no later than 1 month prior to the insurance expiry date. If the terms of cover arranged by an Investor under a finance agreement are unacceptable to the financier, the Investor may be invoiced for the cost of any plantation insurance that FEA Plantations arranges. IN THE EVENT OF A CLAIM In the event that an Investor takes out insurance and makes a successful claim, that Investor will be entitled to the proceeds of the insurance in their own right and the insurance proceeds will not form part of the pool. The Investor receiving an amount for an insurance payout will cease to be an Investor in the Project in respect of the Woodlots for which recovery is made. In this event, any fees which are calculated as a percentage of Harvest Proceeds will instead be calculated as the relevant percentage of the insurance proceeds received by an Investor following a successful claim in relation to the insured event. The Investor will also be liable for any other amounts owing under the Constitution, which are payable but remain unpaid at the time the insurance payout is made. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 27 07 PROJECT FEES CONSUMER ADVISORY WARNING By law, prior to setting out the fees and costs payable by Investors, we are obliged to provide the following ‘Consumer Advisory Warning’ which is standardised and applies to all managed investment product offerings. It is not specific to information about fees and charges in the Project. 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 reduce your financial 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. Note: FEA Plantations is of the view that some of the information in this prescribed warning is not relevant to the Project and generally applies to equity funds and superannuation products. The warning refers to ‘your fund balance,’ however, there is no concept of ‘your fund balance’ in the Project nor is the duration of the Project a 30 year period nor are there any fees or costs in the Project that can be negotiated. Finally, the ASIC website referred to above does not allow for a comparison of fees for agricultural managed investment schemes like the Project. FEES AND OTHER COSTS This section shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or the fund assets as a whole. Taxes and insurance costs are set out in another part of this document. 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 COST AMOUNT HOW AND WHEN Fees when your money moves in or out of the Project Establishment Fee The fee to open your investment1 Woodlot Options 1, 2, 3 and 4 $3,450 per Woodlot Payable on application Woodlot Option 5 $23,000 per Unit (7 Woodlots) Contribution Fee Nil Not applicable Nil Not applicable Nil Not applicable The fee on each amount contributed to your investment Withdrawal Fee The fee on each amount you take out of the investment Termination Fee The fee to close your investment Management Costs - The fees and costs for managing your investment2 Carbon Credits 50% (fifty percent) of the net proceeds from the sale of Carbon Credits3 Paid from the Project within 30 days of receipt of the proceeds from the sale Nil Not applicable Service Fees Investment Servicing Fee The fee for changing investment options 1. The Establishment Fee covers the initial establishment services for the Woodlot/s in the 18 months after the issue of an interest to that Applicant or such other time period as permitted by the Responsible Entity’s AFSL. The Establishment Fee is not subject to GST. 2. Additional fees which are not ‘management costs’ within the meaning of the Corporations Act are payable. Refer to ‘land sourcing and management fees’, and ‘pruning fees’ in the additional explanation of fees and costs. 3. While there are markets emerging for the trading of Carbon Credits, it is unclear whether the Project will be eligible to create Carbon Credits, nor whether it will be feasible to do so. PAGE 28 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 07 PROJECT FEES EXAMPLE OF ANNUAL FEES AND COSTS This table gives an example of how the fees and costs for the Project can affect your investment over a one-year period. You should use this table to compare this product with other similar managed agribusiness investment products. By law, it must be based on a $50,000 investment however, because we do not offer fractions of Woodlots, it is not possible to subscribe to exactly $50,000. EXAMPLE BALANCE OF $50,000 WITH A CONTRIBUTION OF $5,000 DURING THE SECOND YEAR OF THE PROJECT Contribution fees Nil For every additional $5,000 you put in, you will be charged $nil. PLUS Nil1 And, for every $50,000 invested in the Project, you will be charged $nil each year. Nil If you had an investment of $50,000 at the beginning of the year and you put in an additional $5,000 during a year, you will be charged $nil.2 Management costs EQUALS Cost of Fund What it costs you will also depend on the fees agreed with your financial adviser. 1. Additional fees will apply. These land sourcing and management fees and pruning fees will be charged to Investors. However, they are not ‘management costs’ within the meaning of the Corporations Act and are, therefore, not included in this table. Please refer to ‘land sourcing and management fees’, and ‘pruning fees’ in the additional explanation of fees and costs. 2. Please note it will not be possible to make ongoing investments into the Project and, therefore, this aspect of the example is not relevant for your investment. ADDITIONAL EXPLANATION OF FEES AND COSTS: Land sourcing and management fees – Land sourcing and management fees are payable under the Constitution for the work undertaken by the Responsible Entity in respect of the management and maintenance of the plantation. These fees are deferred until the harvesting of the trees. The land sourcing and management fees payable to the Responsible Entity are calculated as 18% of the gross Harvest Proceeds for Woodlot Options 1 and 2, 15% of the gross Harvest Proceeds for Woodlot Option 3 and 20% of the gross Harvest Proceeds for Woodlot Option 4. For example, for every $50,000 of Harvest Proceeds, the Responsible Entity will receive $9,000 for Woodlot Option 1 and 2, $7,500 for Woodlot Option 3 and $10,000 for Option 4. In the event an Investor’s Options 1 or 2 Woodlots are damaged or destroyed, the land sourcing and management fee payable will be 18% of the salvaged value, or 18% of any insurance proceeds received by the Investor (as the case may be). In the event an Investor’s Option 3 Woodlots are damaged or destroyed, the land sourcing and management fee payable will be 15% of the salvaged value, or 15% of any insurance proceeds received by the Investor (as the case may be). In the event an Investor’s Option 4 Woodlots are damaged or destroyed, the land sourcing and management fee payable will be 20% of the salvaged value, or 20% of any insurance proceeds received by the Investor (as the case may be). Pruning fees – For Investors who participate in Woodlot Option 2 or 5, pruning fees will be payable when the trees are around 3, 5 and 7 years of age. For Investors in Woodlot Option 5, pruning fees will only apply to the Option 2 Woodlots within the Woodlot Option 5 Diversified Forestry Offer. The pruning fees payable are summarised in the following table: PRUNING FEES – WOODLOT OPTIONS 2 OR 5 Year Fee payable How and when paid 3 $385 Payable by Investors by June 30 in the year that pruning has been completed. 5 $405 Payable by Investors by June 30 in the year that pruning has been completed. 7 $430 Payable by Investors by June 30 in the year that pruning has been completed. These pruning fees will be increased in accordance with CPI from 31 December 2008. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 29 07 PROJECT FEES Carbon Credits - The Responsible Entity will be entitled to 50% of the net benefits of any Carbon Credits traded by the Responsible Entity on behalf of Investors. For example, for every $50,000 generated from the sale of Carbon Credits, the Responsible Entity will be entitled to receive $25,000. For further information, please refer to pages 43 and 56. Insurance – Investors are responsible for insurance to cover the standing timber in their Woodlots against loss or damage by fire and other risks. The Responsible Entity will assist in arranging insurance, if requested to do so. The availability and cost of insurance will depend on the state of the insurance market at the time cover is sought. The Investor will be invoiced on 1 June each year for the plantation insurance that FEA Plantations will arrange on behalf of Investors. For further information, please refer to page 27. FEA Plantations will charge Investors a fee of approximately 10% of the amount of the insurance premium. That is, for an insurance premium of $50,000, FEA Plantations will be entitled to receive a fee of $5,000. Rates and Taxes - FEA Plantations will be responsible for all rates, charges and land taxes incurred from the ownership of Woodlots unless the basis of these charges is changed to include the land value plus the value of trees growing on the land. In such circumstances, Investors will be required to pay the extra rates, charges and taxes in respect of the assessed value of the Investors’ trees. No existing precedents exist and the actual cost may be variable. Expense Recoveries - Under the Constitution, the Responsible Entity is entitled to be reimbursed for any costs or expenses incurred on behalf of the Project. These include, but are not limited to, custody fees, registry charges, accounting fees, bank fees, legal fees, the cost of preparation and printing of annual reports, postage, audit fees, consultant’s fees, tax agent’s fees, compliance committee costs and the costs of preparing and administering the compliance plan. However, as at the date of this PDS, the Responsible Entity intends to meet all of the administrative costs of operation of the Project. If the Responsible Entity decides to on-charge these expenses in the future, then prior to implementing the change the Responsible Entity will provide Investors with 30 days notice in writing of its intention to be reimbursed for expenses and will set out the reasons for this change. Aerial view of Eucalypt plantations adjacent to a sawmill in northern New South Wales PAGE 30 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT Taxation - For further information about taxation costs and deductions, including the treatment of GST, please refer to Section 09. All fees and charges outlined in this section are quoted exclusive of GST. Commissions - FEA Plantations will pay commissions or brokerage out of its own funds to licensed financial advisers and other persons permitted under the Corporations Act to receive them. These payments, which may be up to 8% of Establishment Fees ($303.60 per Woodlot, including GST for Woodlot Options 1, 2, 3 and 4) are borne by the Responsible Entity and are not a direct cost to Investors. It is a requirement of the Corporations Act that a financial adviser discloses to Investors any commission received in respect of the Project. Marketing Support - FEA Plantations, or another company within the FEA Group, will provide an additional minimum of 2% of Establishment Fees ($75.90 per Woodlot, including GST for Woodlot Options 1, 2, 3 and 4) in marketing support payments to recipients permitted under the Corporations Act to receive them. These payments are borne by the Responsible Entity and are not a direct cost to Investors. Marketing support payments may include reimbursement of and allowance for expenses related to promotional and administrative costs together with costs of training and education of financial planners in FEA Plantations’ products. They may also include other initiatives FEA Plantations may take to encourage sales of Woodlots through such means as the provision or funding for conferences, seminars, product training, business development, marketing materials, industry education, marketing advice, support staff, consultants, advisers and other assistance. The maximum amount of marketing support an adviser may receive from FEA Plantations is 5% of Establishment Fees per Woodlot. The payment and terms of payment of such brokerage, commission and marketing support are entirely at FEA Plantations’ discretion. Investors should always discuss fees and their benefits with their adviser. 08 PROJECT RISKS Participation in this Project is a long-term investment in a forestry plantation and a variety of risks are particular to these types of investments. The following is a summary of risks that have been identified that could affect an investment in the Project. Prospective Investors should note that this is not intended to be an exhaustive list of the risks faced. FEA Plantations works pro-actively to manage and mitigate these risks where possible. For further information on risks, please refer to the Independent Forester’s Report in Section 11. GENERAL RISKS OF PLANTATION FORESTRY Primary Production Risk Plantation forestry, as with any farming venture, has inherent risks of exposure to seasonal and climatic fluctuations. Risks include but are not limited to damage or destruction of trees by fire, flood, frost, drought, hail, windstorm, disease, fungal pathogens, poor nutrition, insects or animal browsing. FEA has been purchasing and leasing land for plantation development since 1985 and, as a result, has considerable experience in the acquisition of plantation land. Land selected for the Project meets the high standards as outlined in the Independent Forester’s Report on page 38. The minimum rainfall requirements will be matched to geology, soil characteristics and soil depth to ensure that only sites in relatively high rainfall regions with inherent fertility and deep soils are used. The geographic range of land potentially to be used over Tasmania, New South Wales, Queensland and the Northern Territory will mitigate some of the climatic risks. Species will be matched to suit site characteristics to minimise usual significant climatic and agricultural risks. Fire There is a risk of fire in the Australian natural environment. This risk is mitigated, in part, by spreading the geographic location of plantations, locating them primarily in agricultural areas and not in large continuous aggregates. Recent research has shown that, where hardwood plantations have been established on formerly cleared agricultural land, plantation fires should be less intense than in native forest vegetation types and slower spreading than in fully cured grasslands. This assists in reducing the damage to a Project plantation in the event of a fire. FEA maintains a fleet of fire tenders near its plantations with fire units in each region. FEA reviews its fire plan and readiness annually and maintains a system of fire breaks, dams and emergency fire fighting protocols. Insects, Pests and Diseases Browsing or other damage by insects (such as chrysomelid and psyllid in Eucalypts and sirex wood-wasp in pine) and animals (such as wallaby and possum) can cause damage and losses to plantations. Losses can be severe at the seedling stage and tend to diminish as the trees become more advanced. Fungal infestations such as mycosphaerella and quambalaria in Eucalypts and dothistroma in pine are the main cause of loss of production from disease. Large-scale death of older trees is rare, though weaker individuals may be lost. Small and isolated instances of a type of white-rot have occurred in Eucalyptus nitens due to the entry of fungal spores during natural branch shedding or mechanical pruning. This rot may affect the structural properties of the wood for sawn timber production, but has no significant effect on pulpwood quality. Eucalyptus nitens has good natural coping systems to prevent spread of the rot radially within the tree. Plantations are routinely inspected and, during periods of high risk, a strategic surveillance program is used to monitor the build up of agents which may cause damage or loss and remedial action taken to minimise damage. FEA has co-operated with various research organisations and contributes to joint industry projects to study control techniques for specific animal, insect or disease problems. It is able to engage researchers and consultants for advice in specialist areas when specific unusual problems occur. A known insect hazard for the Meliaceae family of trees to which African mahogany belongs is tip borer Hypsila robusta which has been reported in most areas of the Pacific and South East Asia. The insect attacks the terminal tip causing death of growing tips and resulting in multiple leader development. It is currently not a major problem but could pose a potential future threat. It is not a known threat to Eucalypt or pine plantations. Control of insects other than termites is not currently a large problem for managers of mahogany plantations. There are means of controlling termites being applied in NT which are dependent upon the detection and poisoning of termites with bait traps. Incidences of attacks have been low in developed pasture sites and the issue is well monitored. Drought The availability of water and the risk of drought are critical factors in Australian agricultural production and plantations, like any agricultural crop, can be influenced by extended periods of low rainfall. Typically, low rainfall results in lower growth rates although short periods of drought may be compensated for by periods of wet weather across the entire Rotation. Tree growth is strongly related to site characteristics, particularly depth of soil, soil water storage capacity and underground water tables. Plantations can access moisture from the soil at depths of several metres, so the impact of periods of low rainfall can be at least partially off-set by selecting sites with deep soils with high water storage capacity. FEA’s rigorous site assessment system establishes soil characteristics and evaluates long-term climatic data. Under the criteria for the Project, an annual minimum average rainfall of 800 to 1100 mm is required depending on aspect, soil depth and characteristics. On most existing FEA Plantations’ sites, the long-term average rainfall is between 800 and 1500 mm per annum. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 31 08 PROJECT RISKS GENERAL RISKS OF PLANTATION FORESTRY (continued) Nutrition Soil fertility is an important factor in plantation production. FEA has an ongoing monitoring program and uses tree-symptom analysis and foliar and soil sampling where productivity is less than expected. Additional fertiliser is applied as necessary after analysis of sample results. FEA engages researchers or consultants for specialist advice as appropriate. FEA maintains fertiliser trials across the plantation estates that it manages and fertiliser regimes are amended as new research adds to our knowledge. RISKS SPECIFIC TO THE PROJECT Land Availability and Forestry Rights At the date of issue of this PDS, a Forestry Right in land for the Project may not have been secured by FEA Plantations for all land which will be required for the Project. There is a risk that FEA Plantations may breach its obligations to an Investor if it is not able to secure such land to allocate a Woodlot to that Investor. FEA Plantations reserves the right to reject applications in the event of subscriptions to the Project exceeding the expected available land. However, at the date of this PDS, FEA Plantations has secured 500 hectares of suitable land and is negotiating access to a further 5,350 hectares. Based on past experience in sourcing suitable land, FEA Plantations is confident that sufficient land will be secured for the Project as and when required. FEA Plantations will continually monitor its land acquisition program and will not accept applications unless it believes that it can secure the land for each Investor’s Woodlot/s within 15 months after the issue of an interest to that Applicant or such other time period as permitted by the Responsible Entity’s AFSL. If sufficient land cannot be secured within this timeframe, FEA Plantations will notify the Investor of a right to withdraw from the Project. If an Investor elects to withdraw, FEA Plantations will issue a full refund of application monies within 14 days of an appropriate written request from the Investor. Failure to Achieve Expected Yields Plantation productivity can be affected by rainfall conditions, soil types, disease and pests, and will dictate the harvest yields and the returns ultimately achieved. FEA follows rigorous site selection protocols to ensure suitable properties are included in the Project and these, along with FEA’s establishment and management practices, should reduce the risk of failing to achieve expected yields. Industry knowledge of the long-term growth rates of African mahogany is currently in its infancy and there is the risk that current growth rate estimates may not be achieved. FEA has an ongoing ‘Forest Management and Growth Modelling’ program which will provide continual improvement in their understanding of and ability to forecast plantation growth rates and expected yields. Failure to Achieve Economic Prices It is not possible to predict the prices of forest products over a medium to long term Project of this nature as they are influenced by many variables, predominantly outside the control of FEA Plantations. However, FEA is a well-established, large-scale timber supplier and this status places it in a strong position to maximise prices for Investors’ forest products. Investors should be aware that African mahogany is not yet proven as a commercial plantation tree species in Australia. Therefore, Woodlot Option 4 should be considered as having additional risks – as it involves growing a timber species which is currently untested by FEA. Discontinuance There are risks in relation to inadequate ground preparation, weed control, planting and species selection. In of Uneconomic the event that a plantation suffers damage to the extent that it is not economic to nurture the plantation to Plantations harvest, the Project (or a particular Investor’s Interest in the Project) will end as at the date of such damage. Site Selection and Plantation Management Variables FEA is very experienced at site selection, plantation establishment and maintenance. However, natural factors such as lack of or excessive rainfall can impact on the timing and effectiveness of plantation establishment and maintenance work which may lower productivity and, in turn, reduce returns to Investors. FEA minimises this risk by carefully scheduling operations so that as much work as possible is done at times of the year which will produce the best possible results given local conditions. The geographic spread of Project properties also acts to limit primary production risks and spread out the operational peaks. The Independent Forester reviews the performance of FEA and its contractors and reports to Investors and FEA Plantations annually on whether FEA has met its obligations in relation to the establishment and maintenance of the plantations. FEA’s certified Environmental Management Systems (EMSs) include standard operating procedures to cover land and timber acquisition procedures and forestry operations. These procedures aim to ensure all aspects of these site selection and plantation activities, (including those of contractors engaged by FEA), comply with relevant legislative and company policy requirements and meet the standards specified within the EMS. Insurance Investors are responsible for insurance to cover the standing timber in their Woodlots against loss or damage by fire and other risks as included in the insurance policy. If requested, FEA Plantations will use its best endeavours to arrange plantation insurance cover annually for an Investor’s interest in the Project. Insurance cover of this nature is typically subject to a range of exclusions and the extent and nature of the coverage will depend on terms of the particular policy at the time. FEA Plantations will arrange public liability insurance of not less than $10,000,000 at no charge to the Investor. PAGE 32 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 08 PROJECT RISKS RISKS SPECIFIC TO THE PROJECT (continued) Limitation of Investor’s Liability The Constitution provides for the limitation of Investor’s liabilities. No assurance is given concerning the effectiveness of these provisions as their interpretation is subject to the determination of courts. Financial Capacity There is a risk that FEA Plantations and/or FEA may not be sufficiently financially sound to see the Project through to completion. The ability of FEA Plantations to manage the Project is dependent upon a secure financial position and liquidity. FEA Plantations is required under its AFSL to maintain a minimum net tangible asset level and to meet an ‘access to financial resources’ requirement. FEA Plantations is a wholly owned subsidiary of FEA. FEA has also been appointed as Custodian to receive all application monies and the Harvest Proceeds from the sale of wood from the Woodlots. The Custodian makes the disbursements of Harvest Proceeds to Investors after deferred land sourcing and management fees have been paid. OTHER RISKS Price of Woodchips and Sawn Timber Changes in the international economy may affect the value and demand for timber products. Investor’s returns may be affected by the exchange rate of the Australian dollar, advances in technology, changes in government policy, and the comparative costs for timber harvesting, delivery and processing. Export sales of hardwood woodchips have been made in Australian dollars into the major market of Japan and price reviews have not been based on relative exchange rates. Australia has been exporting into this market for over 35 years and, while all trade has been cyclical, the Japanese market has been a consistent purchaser of Australian woodchips. Australia has a competitive advantage compared with its current major export competitors of Chile and South Africa due to its proximity to Japan. The number of sailing days from Australian ports to Japan is significantly less, which reduces freight costs to Japanese mills. A reduced demand or increase in supply of woodchips and/or paper and paperboard into east Asian countries could reduce the market price for the timber produce being sold from the Woodlots. This could be a result of an economic downturn or technological advances that result in reduced paper and paperboard usage. Presently, however, there is an expectation of continuing improvement in demand for paper due to increases in population and also the growth of gross domestic product of developing economies in the east Asian regions over the term of this Project. Market demand for sawn timber products could also be reduced by the entry of new suppliers or an oversupply into the market. Presently, however, FEA believes there are reasonable grounds to expect there will be continuing solid demand for sawlogs and sawn timber over the term of this Project. By developing a wide range of products and markets across both sawn timber and wood fibre, FEA reduces the risk associated with reliance on limited products or markets. However, this strategy is subject to unforeseen changes to markets and the occurrence or existence of unknown risks. Legislative Risks It is possible that legislation affecting plantation forestry could change over the life of the Project and affect Investors adversely. In particular, the tax rules could change even though a Product Ruling has been obtained for this Project. Once an interest in the Project has been obtained, the Product Ruling will continue to apply to the investment after the Product Ruling’s expiry, subject to the terms of the ruling. Regulatory or legislative actions by local, state and federal governments may affect the Investor’s potential returns. Governments, particularly the Australian Government, have expressed support for the development of tree farms as an alternative to harvesting native forest. Governments and industry introduced a strategy in 1997 which was revised in 2002 to substantially increase the area of plantation forestry in Australia by 2020. See ‘2020 Vision,’ on page 21. Imposition of Rates and Taxes FEA Plantations and not Investors will be responsible for all existing rates, charges and land taxes on Woodlots. The only exception is if the basis of the charges is changed to include the land value plus the value of trees growing on the land. In these circumstances, FEA Plantations will be entitled to be reimbursed out of the Project for these extra costs. Lack of Liquidity in the Secondary Market Investors should be aware that the Responsible Entity is under no obligation to purchase an Investor’s interests and that no secondary market currently exists for interests in the Project. However, recent changes to the tax legislation mean an Investor’s tax deductions will be unaffected if the Investor sells his or her interest after they have been held for a period of at least four years. Any Investor wishing to sell their interest in the Project should seek appropriate professional advice because a transfer could have income tax and other implications. This will only be a benefit if, as an Investor, you are able to find a purchaser for your interest. For Investors in Woodlot Option 3, FEA Plantations will make a buy-back offer for Option 3 Woodlots at around 15 years of age. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 33 09 TAXATION The commentary provided in this section is general commentary only and does not purport, nor is it intended, to be taxation advice in relation to your investment. Before making a choice as to whether to participate in the Project, Investors should obtain their own independent professional advice to determine the tax treatment applicable to their particular circumstances. DIRECT FORESTRY EXPENDITURE Payments by Investors in the Project are deductible because the Project satisfied the ‘direct forestry expenditure’ test. Essentially, this requires that at least 70 percent of the expenditure (in present value terms) will constitute ‘direct forestry expenditure’ (DFE), determined against arm’s length prices. DFE is described as comprising: ATO PRODUCT RULINGS (a) expenditures associated with the establishing, planting, tending and harvesting of trees; and (b) notional amounts reflecting the market value of goods, services or the use of land provided by the forestry manager of the scheme for establishing, planting, tending and harvesting of trees. The deduction is provided by way of a separate statutory provision (section 394-10 of the Income Tax Assessment Act 1997) rather than the general deduction provision (section 8-1). The ATO has issued Product Rulings 2009/23, 2009/24, 2009/25, 2009/26 and 2009/27 in respect of the Project which is applicable for Investors who enter into the Project on or before 30 June 2009 (2009 Investors). A Product Ruling is a binding public ruling under the Taxation Administration Act 1953 in relation to the effect of the income tax law on an investment project. The Product Rulings issued for the Project clarifies the ATO’s position in respect of tax deductions for Investors provided the Project is carried out in accordance with the details that were provided to the ATO and which are described in the Product Rulings, including planting by 31 December 2010. The Product Rulings also describe the taxation treatment of income derived from the Project. Applicants should read the relevant Product Rulings in their entirety. The Product Rulings can be obtained free of charge from FEA Plantations during business hours by calling our Freecall number 1800 600 009, by emailing us at marketing@fealtd.com or downloading from www.fealtd.com or the ATO website at www.ato.gov.au. The Product Rulings are rulings on the application of taxation laws and are in no way expressly or impliedly a guarantee or endorsement of the commercial viability of the Project, of the soundness or endorsement of the Project as an investment, or the reasonableness or commerciality of any fees charged in connection with the Project. In providing the Product Ruling, the ATO is in no way endorsing or recommending the Project. TAX DEDUCTIONS The Product Rulings confirm that the amounts paid by Investors participating in the Project should be fully deductible. For more information, please refer to the Independent Taxation Opinion on page 45. PAGE 34 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT SECONDARY MARKETS FOR FORESTRY SCHEME INTERESTS The Government has enacted new rules concerning secondary markets for forestry scheme interests applicable from 1 July 2007. Because the rules are new, it may take some time for their full effect to be understood. In the meantime, however, some guidance may be taken from the Explanatory Memorandum to the Bill which introduced these changes. In summary, the Explanatory Memorandum noted that: • Under the ATO’s previous interpretation of the law, (as set out in the ATO’s Taxation Ruling TR 2000/8), investors in forestry schemes were required to hold their interest until harvest. Failure to do so may have raised an inference that they were not carrying on a business and caused the disallowance of deductions claimed under the scheme. • Under the amendments to the law referred to above, investors are no longer required to have an intention to hold their investment until harvest in order to obtain a deduction under Division 394. They must, however, hold the interest for four years from the end of the year in which they entered the scheme. • Under a related amendment to the law, investors may sell their interest subject to the four year holding rule. Sale proceeds will be assessable to them on revenue account. The purchaser will not get a deduction for their acquisition cost under Division 394, but will be entitled to a deduction for ongoing expenses in relation to the scheme if the original owner would have been entitled to those deductions had they retained the investment. 09 TAXATION Sale proceeds for secondary investors will be assessable on revenue account to the extent that they have claimed deductions under the scheme, with the balance of the sale proceeds being on capital account. The implications may be different for investors who are in the business of trading in such investments. The Government anticipates that increasing the liquidity of forestry scheme investments will increase their relative attractiveness. GST An investment in the Project is unlikely to be subject to GST as such payments are classified as further consideration for an investment in a managed investment scheme. Investors are not considered to be carrying on a business in relation to an investment in the Project. PROCEEDS FROM THE SALE OF TIMBER Proceeds derived by the Investor from the sale of timber will be assessable as income for taxation purposes. SUPERANNUATION FUNDS In order for a superannuation fund to be a complying fund, its trustee must ensure that the fund does not breach the provisions of the Superannuation Industry (Supervision) Act 1993 (SISA 1993). One of the requirements that trustees should be aware of under SISA 1993 is the sole purpose test. Broadly, this test requires the fund to be maintained solely for the purpose of providing benefits to members of the fund on or after the earlier of each member’s: • retirement from any business, trade, profession, vocation, calling, occupation or employment in which the member was engaged; • attainment of an age not less than the prescribed age; or • death. An investment in the Project should not constitute a breach of the sole purpose test provided that the investment is consistent with the fund’s investment strategy, forms part of the fund’s balanced portfolio and is maintained solely for the provision of benefits for each member of the fund in the circumstances required by the sole purpose test. Whether an investment in the Project will meet the sole purpose test is a question of fact which must be determined by the trustee based on the specific circumstances of each prospective investing fund. Trustees of investing superannuation funds should note that Product Rulings do not address the provisions of the SISA 1993. The ATO gives no assurance that the product is an appropriate investment for a superannuation fund. Trustees of superannuation funds are advised that no consideration is given in Product Rulings as to whether investment in the relevant product may contravene the provisions of SISA 1993 and, in particular, the sole purpose test. It is recommended that trustees obtain their own independent professional advice concerning the application of the sole purpose test based on their fund’s specific circumstances before investing in the Project. OTHER LIMITATIONS Investors should also note the following: • Where the ATO becomes aware of, or is made aware of, a scheme being carried out in a materially different way to the scheme set out in the Product Rulings, the rulings will be withdrawn. A difference will be material if it results in a tax outcome being different to that set out in the Product Rulings; • Both the implementer of the scheme and entities participating in that scheme are responsible for ensuring that the scheme is carried out in accordance with the Product Rulings that have been issued; and • Although the Product Rulings deal with the laws enacted at the time they were issued, later amendments may impact on them. Any such changes will take precedence over the application of the Product Rulings and, to that extent, the Product Rulings will have no effect. Eucalyptus nitens sawlogs in Tasmania after harvest FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 35 10 PROJECT RETURNS WHAT RETURNS ON INVESTMENT CAN AN INVESTOR EXPECT? Over the life of an Investor’s investment, a number of significant variables may impact in a material way on investment returns. Many of these variables are outside the control of FEA Plantations. Further, unanticipated events that affect returns may occur, whilst anticipated events that affect returns may not occur as expected. Accordingly, it is not possible to accurately forecast an Investor’s potential return with any certainty. It is for this reason that the directors of FEA Plantations do not consider that, in accordance with current ASIC policy, there are reasonable grounds to include such forecasts in this PDS. None of FEA Plantations, its directors, or any other person, firm or corporation involved with issuing this PDS gives any assurance or guarantee whatsoever in respect of the future success or future returns of the Project. The following section of the PDS contains details about some of the matters which may affect the returns which Investors will generate from the Project. This information is provided to assist Investors in making their own assessment of the merits of investing in the Project. In providing this information, FEA Plantations has relied on the information provided by the Independent Forester. In determining the suitability of the Project and considering the potential returns, it is recommended that Investors consult their financial and/or taxation adviser and make their own inquiries as to the suitability of the investment for their needs. In considering whether to participate in the Project, Investors should consider the matters outlined below in conjunction with the Project risks and taxation issues set out in Sections 08 and 09. Each of these matters will affect the returns that may be achieved from the Project. MAIN FACTORS INFLUENCING RETURNS The main variables that can affect the financial performance of the Project are the: • Amount of timber or timber yield from the plantations, including the proportion of each wood product produced; • Price achieved at harvest for each product; and • Timing of harvest. TIMBER YIELD Timber yield is the total amount of wood products produced by the plantation, generally measured in terms of volume (cubic metres). Average plantation growth rates are normally expressed in terms of Mean Annual Increment (MAI), which is calculated by dividing the plantations total timber yield per hectare by the plantations age in years. This calculation provides a MAI growth rate in terms of cubic metres per hectare per annum. MAI may be expressed as an actual or forecast growth rate. Therefore, the potential timber yield for a plantation can be calculated by multiplying the MAI (the average growth rate of the trees at a point in time) by the Rotation length. As with any primary production, several risks may have an impact on the final yield and neither FEA Plantations nor any member of FEA, nor their respective directors or agents gives any assurance or guarantee regarding the final yield. The yield will be affected by factors such as climate, site quality, management techniques, selection of improved seedling stock, and fertiliser application. Please refer to the Independent Forester’s Report on page 38 for further information. TIMBER PRICE The trees will be harvested progressively and the timber sold for the highest price obtainable. Because the timber may be harvested at different times and sold to different endmarkets, Investors may well receive different prices for each parcel of timber. Market demand, prices and specifications for timber sales, which all have an impact on the price for timber, may also vary in the different regions in which FEA operates. Generally, before harvesting, the Project Manager will conduct a detailed assessment of the plantations to determine the best way to maximise returns to Investors. Timber from the Project is expected to be sold on a ‘stumpage’ basis. Stumpage is the price paid to the Investor for the timber as a standing crop. It excludes harvesting, transport, processing and marketing costs which are generally borne by the purchaser. Actual prices received for the wood may well differ from those shown in the Independent Forester’s Report or anywhere else. Marketing options for the timber from the plantations may change over the life of the Project. FEA Plantations makes no forecast as to the availability of alternative markets or the percentages of product that may be used in alternative markets, or percentages of sawlog sold. Stumpage prices for timber harvested in the Project are paid in Australian dollars and fluctuate according to factors including movements in costs, haulage distances, market demand and the FOB price paid for export woodchips. Please refer to the Independent Market Report on page 42 for further information. PAGE 36 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 10 PROJECT RETURNS WOOD PURCHASE AGREEMENT FEA has entered into a wood purchase agreement with FEA Plantations pursuant to which FEA has agreed to purchase the timber harvested from the Project. The wood purchase agreement provides that the purchase price for the timber must be a fair and reasonable price per tonne, taking into account the proposed end-use of the timber and the prices being paid by other purchasers in the respective States. If FEA Plantations does not approve the purchase price and delivers to FEA an alternative offer in writing to purchase on the same general terms and conditions as the offer from FEA, but at a higher price, FEA has the option to purchase the wood for the higher price specified. If FEA fails to agree to the higher price or decides not to purchase the wood, FEA Plantations may sell the wood to another buyer. Further, if FEA Plantations considers the conditions for sale are not favourable, then FEA Plantations can postpone selling the timber until conditions become more favourable. For Woodlot Options 1 and 2, a Floor Price mechanism is included in the wood purchase agreement for both sawlogs and pulplogs. This means that the price FEA will pay for the wood will be the greater of either the prevailing market price at the time of harvest or the Floor Price. TIMING OF HARVEST Harvests are scheduled to occur at different stages after planting depending on the Woodlot option selected. Thinning involves removing some trees from the plantation which increases the spacing and, therefore, the amount of light, water and soil available to the remaining trees. The intended result is to achieve larger final tree sizes that allow options for adding higher value to be pursued. Final Clearfall harvest involves harvesting all of the remaining trees. TIMBER PROCEEDS POOLED AT HARVEST All proceeds of timber sales with respect to each Woodlot option will be pooled. Investors will share in the proceeds for each pool based on the number of Woodlots owned as a percentage of the total number of Woodlots in the relevant option less their share of the land sourcing and management fees, which will be deducted from the Harvest Proceeds before distribution. As all proceeds of timber sales respective to each Woodlot option in the Project will be pooled, the risk faced by individual Investors from losses and partial damage resulting from diseases, pests and the impact of weather and climatic events on their individual Woodlots will be minimised. This is provided that damage has not resulted in the total destruction of the Woodlot/s, which would cause the Investor to cease to have an interest in the Project. INCENTIVE TO MAXIMISE INVESTOR RETURNS It is in the Responsible Entity’s best interests to maximise returns to Investors because the deferred land sourcing and management fees payable under the Constitution are calculated as a percentage of Harvest Proceeds, and will be deducted from Harvest Proceeds. Therefore, the greater the returns to Investors the greater the fees, that the Responsible Entity will receive. PRICING INDEPENDENCE FEA Plantations must act in the best interests of the Investors and, if there is a conflict, must give priority to the interests of the Investors. With respect to sales of timber produce made to date from earlier projects, FEA Plantations has obtained an independent evaluation of the adequacy of the market prices being offered by purchasers, whether linked to the Responsible Entity or otherwise. The exact timing of harvest and the decision on which blocks and which trees will be thinned will be determined by FEA Plantations based on market conditions, the advice of the Independent Forester and the growth rates of the plantations. DISTRIBUTION OF PROCEEDS TO INVESTORS In general terms, the pooled distribution to Investors will be calculated as follows: Timber yield in cubic metres multiplied by Average stumpage price per cubic metre minus % of Harvest Proceeds (for deferred land sourcing and management fees) equals Net Harvest Proceeds (after deferred land sourcing and management fees) FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 37 11 INDEPENDENT REPORTS 31 March 2009 The Directors FEA Plantations Limited PO Box 733 Launceston Tasmania 7250 INDEPENDENT FORESTER’S REPORT - SUMMARY Dear Sirs, This summary report has been prepared for inclusion in a Product Disclosure Statement (PDS) to be issued by FEA Plantations Limited (FEA Plantations) in relation to FEA Plantations Project 2009 (Project), which comprises the growing of various Eucalypt hardwood species in Tasmania, New South Wales and Queensland, Radiata pine softwood predominately in Tasmania but potentially in other established softwood regions, and high-value African mahogany hardwood on a selected site in the Northern Territory. This is a summary of a more extensive report that is available upon request and at no charge from FEA Plantations. It aims to provide potential Investors in the Project with an independent assessment from a forestry perspective. It has been prepared in accordance with the Australian Forest Growers ‘Disclosure Code for Afforestation Managed Investment Schemes’. QUALIFICATIONS AND EXPERIENCE The Independent Forester, Mr Gerry Cross (principal consultant of VDFC) has prepared this report drawing on almost 40 years experience of plantation and forest industry management around the world, including some 33 years experience in all aspects of plantation development and management in Australia. Mr Cross holds a B.Sc. (Forestry), ANU and is a member of the Institute of Foresters Australia (IFA). He is a Registered Professional Forester and Deputy Chairman of the Association of Consulting Foresters of Australia Division of IFA. The opinions in this report are based on published materials and our inspections of FEA Plantations’ current plantations and other plantations in Tasmania, interstate and overseas. OVERVIEW OF FEA PLANTATIONS PROJECT 2009 The Project offers five Woodlot options: Woodlot Option 1 (½ hectare): A short Rotation (13 years) Eucalypt hardwood regime that will produce pulpwood and unpruned sawlogs; Woodlot Option 2 (½ hectare): A high-value pruned Eucalypt hardwood sawlog/pulpwood regime with a 16 year Rotation; Woodlot Option 3 (½ hectare): A traditional Radiata pine softwood regime that will yield sawlogs/pulpwood plus other products, in a 25 year Rotation; Woodlot Option 4 ( hectare) An African mahogany high-value hardwood sawlog regime, with an 18 year Rotation; and Woodlot Option 5 (3 hectare) A diversified forestry offer with four Option 1 Woodlots, one Option 2 Woodlot, one Option 3 Woodlot and one Option 4 Woodlot for a total of 3 hectares. FEA Plantations (the Responsible Entity) has engaged FEA to manage the Project. The proposed plantations will be established on land selected by FEA based on a detailed land evaluation protocol. CAPABILITY OF THE PLANTATION MANAGER, FEA FEA, the plantation manager, has demonstrated skill and expertise in Eucalypt hardwood plantation establishment, which can be readily observed in the level of development, growth and good Silvicultural practice on all the sites currently under their management in Tasmania, New South Wales and Queensland. The proposed intensive site preparation and follow up maintenance with fertiliser, vermin and insect control are state-of-the-art practice. Yields from these plantations will still depend on seasonal conditions; however, the rainfall at these chosen sites is historically relatively high and dependable. Average growth and yields should be at least comparable with those achieved from the existing estate. FEA has invested heavily in information technology such as its in-house ‘Geographic Information System’. This allows very accurate definition of planted areas and links to on-ground ‘Global Positioning System’ surveys and aerial and satellite remote imaging. FEA has staff members whose roles are solely to monitor the health and maintenance of the plantations and carry out frequent, regular field inspections. In addition, FEA also has staff with a high level of growth modelling skills for ongoing sampling and inventory of the plantations. FEA has been upgrading its estate modelling software using a forest industry standard called Woodstock®. This allows complex modelling of wood flows to a range of markets to optimise wood production, product and financial outcomes. PLANTATION SITE SELECTION The specific site characteristics of each property to be used in the Project will be supplied to VDFC as part of the evaluation of land suitability. The Independent Forester will also inspect properties as part of the review for the Annual Report to Investors and will advise the compliance committee as to whether the land meets the selection criteria. PRODUCTIVE CAPACITY FEA has highly developed land selection criteria and field assessment techniques which are subject to continuous review. This ensures that the Project land base will be capable of growing a commercially viable plantation in each of the regions of operations. CLIMATE Under the criteria produced for the Project, a minimum annual rainfall of about 800 to 1100 mm is required. On most existing FEA Plantations’ sites, the long-term average rainfall is between 800 and 1500 mm per annum. Similar rainfalls can be expected for land acquired for this Project. GEOLOGY AND SOILS FEA has developed soil selection criteria which ensure that selected land meets the requirements for high growth rates. FEA has extensive experience applying establishment techniques to match a range of suitable soils. PLANTATION ESTABLISHMENT AND MANAGEMENT Species to be planted: Temperate Regions - Tasmania and New South Wales Northern Tablelands In these areas, Shining Gum (Eucalyptus nitens) is the preferred plantation species for its rapid growth over the first 12 to 15 years and its resistance to frost and drought. These sites are similar in terms of rainfall, temperatures and soils and remnant pockets of Shining Gum occur naturally in these regions of New South Wales. PAGE 38 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 11 INDEPENDENT REPORTS Softwood (Pinus radiata) plantings utilising high genetic quality seedlings will be predominately in Tasmania, although other established softwood regions may be considered. Subtropical Regions - North Coast New South Wales and Southeast Queensland The main species used here are Dunn’s White Gum (E. dunnii) and Sydney Blue Gum (E. saligna). To a lesser extent Spotted Gum (Corymbia citriodora ssp. variegata) and the high-value but site-specific Blackbutt (E. pilularis) may also be established. These are all sub-tropical species with some or all of their natural distribution occurring within the targeted regions. Tropical/monsoonal Regions – Northern Territory There have been plantations of African mahogany (Khaya senegalensis) in the Northern Territory since 1960. Further genetic and planting trials began in the late 1990’s and with subsequent commercial plantings there are now approximately 4000 hectares of trees established. This species is well adapted to the monsoonal climate of the Northern Territory and grows naturally in zones where there are 2 to 8 months of dry season. IMPROVED GENETIC STOCK The use of selected seed provenances and seed-orchard sources will increase the expected growth rates and productivity of plantations established for the Project. Such increases are reported to be from 5% to more than 20% (in the case of superior seed-orchard sources) for improvement in the key characteristic of wood volume yield. FEA is establishing its own seed orchards and tree breeding programs, either collaboratively or on its own, for the main species referred to above. A number of progeny trials linked to the breeding program have been established. In addition, the company has an extensive range of species trials established since 2001 in subtropical regions. There are co-operative programs in the Northern Territory and Queensland for the long term selection of quality African mahogany clonal material and also collections of quality seed from African countries by FEA and various plantation companies. In the short term, FEA, in conjunction with the relevant government agencies, is working towards the use of better seed and clonal material for use in new Khaya senegalensis plantations. FEA has also made its own collections of superior seed from the Republic of Mali in Western Africa. STOCKING It is proposed to plant hardwood Eucalypts species and African mahogany at about 1,200 stems per hectare, and softwood Radiata pine at about 1,330 stems per hectare. This will provide optimal wood volume, Thinning selection and value production under the proposed Silvicultural regimes. SITE PREPARATION FEA has developed a range of site preparation and weed control prescriptions to match the variety of species and site requirements that are associated with their targeted plantation development regions. These have been proven to promote good early tree survival and growth and should ensure that plantations established for the Project get away to a good start. PLANTING Trees will generally be planted in either spring or autumn in Tasmania and from spring to autumn in New South Wales and Queensland. Actual planting dates will be determined by soil moisture levels in order to ensure good early survival and uniform establishment. African mahogany seedlings will be planted at the commencement of the wet season in October through January so that trees will have established root structures prior to the beginning of the dry season. FERTILISATION Trees are fertilised as required to optimise early growth and to outcompete weeds. Fertiliser regimes are constantly under review in the light of new research, and are tailored to match nutritional requirements especially micro nutrients and site-specific needs to meet management objectives. Follow-up fertiliser may be applied at canopy closure or after Thinning to further boost productivity. REFILL PLANTING FEA Plantations provides a Stocking Guarantee for three years from the date the Investor is registered as a Woodlot owner or the commencement of general insurance cover for the plantations, whichever is the earlier. During this period, plantations with less than 90% survival will be refilled in the first suitable period for replanting. In instances of very poor survival, areas may be totally replanted. The aim of refill planting is to ensure sufficient stocking to optimise site occupancy (that is, dominance of the trees). PLANNED SILVICULTURAL REGIMES Woodlot Option 1 (Eucalypt hardwood) The proposed Rotation length will average 13 years. Where appropriate, a Thinning will be conducted at around age 9 years. This will remove approximately every fifth row and thin in-between bays to leave a final stocking of around 450 stems per hectare. Woodlot Option 2 (Eucalypt hardwood pruned) The proposed Rotation length will average 16 years. Stem pruning will be conducted in two or three lifts at about age 3, 5 and 7 years. This will produce about 400 to 450 stems per hectare of better-formed and vigorous trees to grow clearwood (knot free timber). The stand will be thinned down to about 450 stems per hectare at about age 9 years. Woodlot Option 3 (Radiata pine softwood) The proposed Rotation will include a first Thinning at about 13 years of age to reduce stocking to about 450 to 500 stems per hectare. A second Thinning at about age 18 years would further reduce the stocking to about 300 to 350 stems per hectare, followed by a final Clearfall harvest at about age 25 years. Woodlot Option 4 (high-value African mahogany hardwood) The proposed Rotation length will average 18 years. Stem pruning, conducted at the manager’s expense, will be in two or three lifts at about age 2, 4 and 6 years. This will produce about 350 to 400 stems per hectare of better-formed and vigorous trees. A commercial thinning is planned at age 11 to leave about 350 to 400 stems. Woodlot Option 5 (diversified forestry offer) This comprises four woodlots of Eucalypt hardwood Woodlot Option 1 and one Woodlot each of Eucalypt hardwood clearwood Woodlot Option 2, Radiata pine softwood Woodlot Option 3 and high-value African mahogany hardwood Woodlot Option 4 for a total of 3 ha of plantations. There would be a series of four returns from Thinnings in the various regimes at age 9, 11, 13, and 18 years. Subsequently then there are four cash returns at the time of Clearfall at age 13, 16, 18 and 25 years. This option provides opportunity for a long term investment with periodic returns after age 9. ANTICIPATED GROWTH AND YIELD Mean annual increment (MAI) is a measure of wood volume production over a given Rotation length expressed as cubic metres per hectare per year (m3/ha/yr). FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 39 11 INDEPENDENT REPORTS TASMANIA The selected sites should enable the achievement of Eucalyptus hardwood yields within a range of 22 to 32m3/ha/yr at Clearfall with a Thinning at about 9 years. Radiata pine softwood has been grown in Tasmania for more than fifty years and there is a body of available information on the quality of soils and the climatic factors under which P. radiata growth rates of 22 m3/ha/yr or better can be achieved. NEW SOUTH WALES AND QUEENSLAND FEA has eight years experience of establishment and management of Eucalypt plantations in the New South Wales and Queensland regions. It is reasonably certain that under the management regimes proposed Project plantations will achieve growth within the range of 22 to 32m3/ha/yr. Nevertheless, estimating Eucalypt plantation yield in New South Wales and Queensland is speculative, because plantations have not been grown for long enough to confirm them. However, the reasonable expectation for achievement of this potential is certainly there. NORTHERN TERRITORY Recent publications for African mahogany in the Northern Territory indicate that the diameter growth can achieve a base of 2.4 cm in diameter per growing season. This can translate into an MAI of 11 m3/ha/yr of volume suitable for processing for sawn timber. ANTICIPATED HARVEST YIELD - WOODLOT OPTION 1 (EUCALYPT HARDWOOD) I believe that if the proposed establishment and maintenance practices are followed, Woodlot Option 1 plantations will routinely yield an average of 95 m3/ha from a Thinning at about age 9, followed by 260 m3/ha at final harvest at around 13 years. This equates to an MAI of approximately 27 m3/ha/yr. PRODUCT YIELD (m3/ha) TOTAL YIELD (m3/ha) 10 95 WOODLOT OPTION HARVEST AGE PRODUCT Woodlot Option 1 Thinning 9 Unpruned sawlog Pulpwood 85 13 Unpruned sawlog 125 Pulpwood 135 Clearfall Total 260 355 ANTICIPATED HARVEST YIELD - WOODLOT OPTION 2 (EUCALYPT HARDWOOD - PRUNED) Woodlot Option 2 includes a pruning and Thinning regime over a longer Rotation period of 16 years. The estimated average yield at age 16 is likely to be 335 m3 per hectare, with Thinning at about age 9 resulting in an additional yield of 95 m3/ha. This equates to an MAI of almost 27 m3/ha/yr. WOODLOT OPTION HARVEST AGE PRODUCT PRODUCT YIELD (m3/ha) TOTAL YIELD (m3/ha) Woodlot Option 2 Thinning 9 Unpruned sawlog 10 Pulpwood 85 Clearfall 16 Pruned sawlog 121 Unpruned sawlog 80 Pulpwood 134 Total 95 335 430 ANTICIPATED HARVEST YIELD - WOODLOT OPTION 3 (RADIATA PINE SOFTWOOD) Provided the proposed establishment and maintenance practices are followed, plantations in Woodlot Option 3 are expected to routinely yield an average of 206 m3 from two Thinnings at ages 13 and 18, followed by 345 m3 at final harvest at about 25 years of age. This equates to an MAI of approximately 22 m3/ha/yr. WOODLOT OPTION HARVEST AGE PRODUCT PRODUCT YIELD (m3/ha) TOTAL YIELD (m3/ha) Woodlot Option 3 First Thinning 13 Unpruned sawlog 32 Pulpwood 66 Second Thinning 18 Clearfall 25 Unpruned sawlog 68 Pulpwood 40 Unpruned sawlog 310 Pulpwood 35 Total 98 108 345 551 ANTICIPATED HARVEST YIELD – WOODLOT OPTION 4 (HIGH-VALUE AFRICAN MAHOGANY HARDWOOD) Based on reported productivity from stands in both the Northern Territory and northern Queensland, the two regions which are in the homocline for growth of African mahogany hardwood, it is possible to achieve between 10 and 15 m3/ha/yr of log volume suitable for sawing. WOODLOT OPTION HARVEST AGE PRODUCT PRODUCT YIELD (m3/ha) TOTAL YIELD (m3/ha) Woodlot Option 4 Thinning 11 Unpruned sawlog 22.5 22.5 Clearfall 18 Unpruned sawlog and pruned sawlog 175.5 175.5 Total 198 It should be noted that with all options, it may not be possible to thin 100% of the stands, dependent upon topography, markets, stand production and a range of other factors. This should not impact on total yield at the end of the Rotation. PAGE 40 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 11 INDEPENDENT REPORTS RISKS, FOREST PROTECTION AND INSURANCE FIRE Fire is the major risk to plantations, however, the history of areas burnt on FEA plantations thus far suggests that the risk is quite low. Fire risk is minimised by good road access, adequate firebreak maintenance, weed control, grazing and participation in the volunteer fire brigade system. FEA has its own tanker units for rapid response. In the Northern Territory there will need to be careful management of fuel loads as the stands mature as there is potential for serious fires in tall grasses that cure after the wet season. FEA will manage the risk with fire breaks, mechanical grass mulching, strategic prescribed burning and fire detection and response systems. BROWSING ANIMALS There are risks to the plantations from browsing by various animals during the first several seasons. FEA has monitoring systems to detect and then implement control of browsing in order to minimise loss of growth. INSECT ATTACK FEA monitors stands for signs of high insect population which may cause defoliation and inhibit wood growth whilst tree crowns recover. When beetle, autumn gum moth, psyllid or sirex attack warrants action, the stand is sprayed with a suitable registered control substance from the ground or air under strict environmental guidelines. Control of insects other than termites is not currently a large problem for mahogany plantations. There are means of controlling termites which are dependent upon the detection and poisoning of termites with bait traps. Incidences of attacks have been low in developed pasture sites and the issue is well monitored. A known hazard for the Meliaceae family of trees to which African mahogany belongs is tip borer, Hypsila robusta. This insect pest is reported in most areas of the Pacific and Southeast Asia. The insect attacks the terminal tip and causes death of growing tips and results in multiple leader development. It is currently not a major problem but could be a future threat dependent upon the plantation location and its proximity to native vegetation. FUNGAL PATHOGENS AND NUTRIENT DEFICIENCIES These are monitored on a regular basis and appropriate treatments applied when problems are identified. These periodic checks and remedial works are part of FEA’s routine practice. WINDSTORM Windstorms can cause windthrow and are a risk, particularly after Thinning. Investors are currently able to insure against wind damage but the list of insurable risks and the regions where certain risks are accepted can vary in the insurance policy from year to year. In most cases it is possible to salvage storm-damaged trees. FEA plans to minimise storm damage by Thinning plantations before the trees exceed a height to diameter ratio of 100:1, or by avoiding Thinning in high risk plantations entirely. In the Northern Territory the threat from wind and cyclonic winds is a possible risk that occurs each year. However African mahogany is shown to be relatively windfirm and the major developments of plantations are several hundred kilometres inland where the level of cyclonic wind forces commonly has abated due to distance from the coast. CLIMATE CHANGE Trees are very adaptable and when planted on deep soils with high moisture holding capability they have great capacity to survive and grow in periods of quite dry weather with unseasonable dry spells. Such events have been experienced in the recent past and there has been good growth recorded despite a lower than average rainfall. If such events are repeated then there are impacts on growth but if appropriate soils and climatic zones are chosen then trees as a crop are very flexible. Eucalypts, Radiata pine and African mahogany all have good flexibility and capacity to survive so as to be able to grow following severe dry periods. DISCLAIMER VDFC has acted as independent consultant forester to the Project and has no financial interest in it. VDFC is independent of FEA Plantations and has provided opinions on this Project as the independent forestry consultant and in no other capacity. VDFC has used some information provided by FEA in this report. Although this information has been checked for reasonableness and accuracy, a range of factors can affect the results achieved. Neither VDFC nor its employees are responsible for the production of this PDS, or take responsibility for omission or error in any matter in the PDS not referred to in this report, or guarantee the performance of the Project because of the risks attendant on investments of this nature. VDFC does not accept responsibility for updating the information contained in this report after the date of production. In accordance with regulation 7.6.01(u) of the Corporations Act, VDFC makes the following disclosures: (i) VDFC has been retained by FEA Plantations to prepare the Independent Forester’s Report and Independent Market Report for inclusion in the Product Disclosure Statement. The total remuneration for this engagement was at standard professional fee rates. (ii) VDFC also provides consultant services to FEA Plantations on behalf of Investors to ensure that the plantation maintenance and protection is done to an expected professional standard. (iii) VDFC does not make any direct investment in FEA Plantations or its business interests and has no commercial interest in the financial products being offered other than as a service provider to FEA Plantations. (iv) VDFC does not hold an Australian Financial Services Licence and is not operating under such a licence in providing this report. Yours faithfully Van Diemen Forestry Consultants Pty Ltd G.J. Cross B. Sc. (For), RPF, MIFA, MACFA FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 41 11 INDEPENDENT REPORTS 31 March 2009 The Directors FEA Plantations Limited PO Box 733 Launceston Tasmania 7250 SUMMARY OF INDEPENDENT MARKET REPORT – FEA PLANTATIONS PROJECT 2009 Dear Sirs, The following report has been prepared for inclusion in a Product Disclosure Statement (PDS) to be issued by FEA Plantations Limited (FEA Plantations) in relation to FEA Plantations Project 2009 (Project). This report is a summary of a more extensive report that is available on request at no charge from FEA Plantations. This report examines the potential end uses and sales of plantation hardwood and softwood products both in Australia and in likely export destinations and aims to provide potential Investors in the Project with an independent assessment of the forest products market. It has been prepared in accordance with the Australian Forest Growers ‘Disclosure Code for Afforestation Managed Investment Schemes’. QUALIFICATIONS AND EXPERIENCE The Independent Forester, Mr Gerry Cross (principal consultant of VDFC) has prepared this report drawing on almost 40 years experience of plantation and forest industry management around the world, including some 33 years experience in all aspects of plantation development and management in Australia. Mr Cross holds a B.Sc. (Forestry), ANU and is a member of the Institute of Foresters Australia (IFA). He is a Registered Professional Forester and Deputy Chairman of the Association of Consulting Foresters of Australia Division of IFA. The opinions in this report are based on published materials and our inspections of FEA Plantations’ current plantations and other plantations in Tasmania, interstate and overseas. PULPWOOD (WOODCHIP) MARKETS From 1996 to 2006, world production of paper and paperboard has increased at an average annual rate of 2.5%, increasing output by 80.4 million tonnes, or from 284.3 million tonnes in 1996 to 365.1 million tonnes in 2006. Wood pulp made from woodchips is the most important raw fibre material for paper making and accounts for about 50% of the paper industry’s total raw material consumption. Recovered paper represents an increasing share of the total but, as the differential between market demand and supply of recovered paper tightens, the need for both hardwood and softwood resource will accelerate. FEA’S CAPACITY TO SUPPLY PULPWOOD MARKETS - SMARTFIBRE PTY LTD SmartFibre Pty Ltd (SmartFibre) operates a modern woodchip mill and export facility at Bell Bay in Tasmania under the ownership of a joint venture that includes FEA as a 50% shareholder. SmartFibre has been exporting woodchips to Japan and other countries since 2003. SmartFibre has negotiated export sales with north Asian customers for plantation and regrowth hardwood chips. Sales into Japanese markets continue to grow with its important customer DAIO Paper; gaining important ‘core supplier’ status with Nippon Paper Industries (NPI) and a long term contract with both NPI and Marusumi Pulp and Paper. There was an increase in the frequency of shipments during the 2007-08 financial year. SmartFibre re-commenced exporting of softwood chips in January 2007 under a long-term supply contract in the Japanese market. SOLID WOOD (SAWLOG) MARKETS EUCALYPT HARDWOOD SAWLOG Internationally, the native forest hardwood sawn timber supply has been declining by about 2% annually, principally because of a shrinking native forest resource base. Countries such as Brazil are increasingly transferring to Eucalypt plantations for hardwood timber and developing markets for their own plantation grown Eucalypt in the USA and even Australia. In Australia, the apparent consumption of native forest hardwood has been declining by about 4% a year over the last decade for similar reasons – partly offset by a large rise in imports of sawn hardwood (9% in 2000-01, 11% in 2003-04, and 11% in 2004-05). Such rises may not continue, and the outlook depends mainly on the level of home building approvals. RADIATA PINE SOFTWOOD SAWLOG Australia has been establishing softwood plantations for around 100 years. There are now just over one million hectares of softwood plantations in Australia. A substantial local softwood sawmilling industry has developed based on this resource. In 2005-06 domestic production of softwood sawn timber was 3.6 million m3 with a further 0.6 million m3 of sawn wood imported according to ABARE’s Australian Forest and Wood Products Statistics - Sept and December Quarters 2006. There is definitely potential to replace more imports and also to expand exports to a growing north Asian market if softwood plantation expansion recommences. AFRICAN MAHOGANY HARDWOOD SAWLOG African mahogany hardwood has been a favoured timber in Europe since the 19th century when it was used to supplement the diminishing supplies of ‘true’ mahogany from tropical America. The wood is of medium density and pleasant appearance with the benefit of being stable and having good working properties. It has been used extensively in the furniture industry for reproduction furniture, office desks, and cabinet work. It is also used for interior joinery, boat building, internal fittings, veneers and other purposes where a good quality medium weight hardwood is required. FEA’S CAPACITY TO SUPPLY SAWLOG MARKETS During 2008 FEA successfully commissioned its new $72 million ‘Optimil’ sawmill at Bell Bay in north eastern Tasmania. The mill is now attaining 350,000 tonnes per annum throughput of plantation Radiata pine softwood and plantation Eucalypt hardwood. EUCALYPT (ECOASH®) HARDWOOD SAWLOG DEVELOPMENT Over the last three years, FEA has put considerable investment into researching and developing the sawing of young plantation Shining Gum (E. nitens). Plantation inventory and experience suggest that up to 50% of plantation log volume may be suitable for solid wood processing through high production sawmills. FEA has registered a Plantation Grown Hardwood (PGH20) structural grading standard for EcoAsh® in accordance with AS/NZ 40432 (1992). The timber is harder and stronger than equivalent sizes of softwood, (it is graded to about F17), and the structural sizes can be used for studs, plates and trusses. PLANTATION SAWLOGS IN NEW SOUTH WALES AND QUEENSLAND The five species proposed for planting in the Project in New South Wales and Queensland are mostly recognised as suitable for sawlog as well as pulpwood. There is high potential for sawlog sales from plantation Eucalypts in both New South Wales and Queensland because those state governments have made decisions about their native forest resource which make them dependent on a strong plantation resource for future hardwood sawlog supplies. PAGE 42 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 11 INDEPENDENT REPORTS RADIATA PINE SOFTWOOD SAWMILLING In April 2007, FEA commenced receiving deliveries of approximately 290,000 tonnes per annum of plantation softwood sawlogs from Taswood Growers under a ten year wood supply agreement. As a result of this agreement, FEA has invested a significant amount of capital to build a new sawmill at Bell Bay in Tasmania in order to efficiently process both the increased volume of pine and the expanding EcoAsh® plantation hardwood resource. AFRICAN MAHOGANY HARDWOOD African mahogany hardwood timber is an important timber for furniture and indoor decoration, both in the solid and as veneer, high quality joinery for staircases, panelling and domestic flooring, boat planking and cabins, banisters and handrails. Although the local regional market is small and the domestic market is in a development phase there have been some indications that there would be increased interest in quality stable dry product. Similarly, Asian markets have indicated interest in quality product when produced and it is internationally recognised and traded as a high quality timber species Darwin has a new port facility and could readily service export with a good road and rail network to move either logs or, preferably, sawn products to and through the port. STUMPAGE The value of the saleable part of the tree to the forest grower is known as the ‘stumpage’. This is the residual dollar value per cubic metre of the tree standing on the stump – after deduction from a mill door or wharf gate price of all production costs such as harvesting, log cartage to the processing facility, and marketing. The stumpage calculation may take into account factors such as stand volume, access, distance to mill, individual piece size, and wood quality. STUMPAGE SUMMARY In my opinion, average stumpages for products under the Project should be in the order of values listed in the tables below. These values will move with market forces that apply at the date of harvest. As there have been large demands for timber products in the north Asian region and growing markets in China and India, the most likely price movements over the longer term should be upward. WOODLOT OPTION 1 – EUCALYPT HARDWOOD 3 WOODLOT OPTION 3 – RADIATA PINE SOFTWOOD Stumpage/m Thinning Clearfall Stumpage/m3 Thinning 1 Thinning 2 Clearfall Pulpwood $42.00 $45.00 Pulpwood $11.00 $11.00 $11.00 Sawlog unpruned $52.50 $56.25 Sawlog small $30.00 $30.00 $32.00 Sawlog medium N/A $48.75 $50.50 Sawlog large N/A $69.30 $70.25 Sawlog extra-large N/A N/A $80.55 WOODLOT OPTION 2 – EUCALYPT HARDWOOD PRUNED Stumpage/m3 Thinning Clearfall Pulpwood $42.00 $45.00 Sawlog unpruned $52.50 $56.25 Sawlog pruned N/A $112.50 WOODLOT OPTION 4 – HIGH-VALUE AFRICAN MAHOGANY HARDWOOD Stumpage/m3 Thinning Clearfall Pruned Sawlog $223 $446 OPTIONAL BUY-BACK OFFER With the advent of secondary markets there now has arisen the possibility that an Investor may exercise the right to avail of the optional buy-back offer made by FEA after the trees attain 15 years of age in Woodlot Option 3 – Radiata pine softwood sawn timber/pulpwood. Instead of carrying the investment on beyond the fifteenth year an Investor can request that he be bought out for a price at least equal to 90% of the value derived from an independent valuation assessment of the Woodlot/s at that time. This provides an opportunity to cash out of the investment at an earlier date at a reasonable price. There are standard procedures for the derivation of the value at the time of the transaction based on information which can be verified. The valuation process, conducted in accordance with an Australian Standard for valuing commercial forests, will basically consist of the following steps: • Verification of the area in the pool for the Project; • Review of the inventory process undertaken to determine the current growing stock at the time of proposed buyback • Detailed analysis of the assumptions made as to market conditions and volumes of log products from the stands and the overall likely projected yields based on current harvesting and processing options available at the time. An important element of this would be the verification of current market prices for log products and an estimate on the validity of current and likely future market conditions; • Analysis of the agreed scenario for the valuation using the assumptions in a reputable growth modeling software package to develop a final return per hectare for a particular option; and • A Net Present Value (NPV) for the point in the scenario at which a buy-back is proposed would provide the value for an area. This NPV would be calculated for an appropriate discount rate. This NPV would then be used to determine the 90% level value of the purchase. This process would be undertaken and verified by an Independent Forester and a detailed report of the valuation methodology and the conclusions reached will be supplied to Investors by FEA at the end of such a process. CARBON TRADING The potential for Carbon Trading began with the Rio Earth Summit in 1992 and the signing by all the major developed nations of the United Nations Framework Convention on Climate Change. The implementation of the convention was subsequently negotiated at Conferences of the Parties and at the third such conference in Kyoto in 1997, thirty-nine developed nations agreed to make reductions in emissions between 2008 and 2012 under the Kyoto Protocol. In November 2007 the new Australian government ratified the Kyoto Protocol and since then has also issued the Carbon Pollution Reduction Scheme (CPRS) White Paper. Most of the first Rotation plantations on former agricultural land to be developed under this PDS are likely to meet the definition of reforestation since 1990 and FEA Plantations states that any net returns from this source would be shared with Investors on a 50/50 basis. The likelihood of a favourable position for plantations does seem better under these two proposals. However there is likely to still be a liability for any volume of carbon harvested, which may substantially limit the true value of trading carbon from a single Rotation plantation Investors must be aware that, although there is potential to earn returns from the sale of Carbon Credits arising from the Project, this is by no means certain. VDFC is of the opinion, based on publicly available information, that an Investor would be exercising appropriate caution in not including any revenue from potential Carbon Trading in cash flow projections. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 43 11 INDEPENDENT REPORTS CONCLUSION VDFC considers that in the current market it is reasonable to expect stumpage prices for Eucalypt pulpwood of $42 per m3 for Thinnings and $45 per m3 for wood generated during Clearfall harvest. There may be some volatility in prices once sufficient volumes are available for sales that comprise shipments of only premium quality or only plantation woodchips. Softwood pine chips spiked in price in early 2006 and the stumpages paid for Radiata pine pulpwood are seeing a similar spike in stumpages of up to $19 per m3 in the Green Triangle region. This price spike is only expected to last for a limited period and then prices may return to around $11 per m3. The current premium of 20 to 30% for standard unpruned hardwood sawlogs and peeler logs comes at an early stage in the development of the markets for these products and as volumes and margins increase, it may increase. Clearwood sawlogs from pruned stands may fetch a stumpage about double that for unpruned sawlogs. FEA has invested in a range of value-adding options that may increase the stumpage received by Investors above the price achievable from sales for woodchip production alone. The returns to Investors will depend upon a range of factors such as international prices for plantation hardwood chips, prices for domestic and export logs, demand for sawn hardwood, Australian dollar exchange rates, and harvesting and processing costs. DISCLAIMER VDFC has acted as independent consultant forester to the Project and has no financial interest in it. VDFC is independent of FEA Plantations and has provided opinions on this Project as the independent forestry consultant and in no other capacity. VDFC have used some information provided by FEA in this report. Although this information has been checked for reasonableness and accuracy, a range of factors can affect the results achieved. Neither VDFC nor its employees are responsible for the production of this PDS, take responsibility for omission or error in any matter in the PDS not referred to in this report, or guarantee the performance of the Project because of the risks attendant on investments of this nature. VDFC does not accept responsibility for updating the information contained in this report after the date of production. In accordance with regulation 7.6.01(u) of the Corporations Act, VDFC makes the following disclosures: (i) VDFC has been retained by FEA Plantations to prepare the Independent Forester’s Report and Independent Market Report for inclusion in the Product Disclosure Statement. The total remuneration for this engagement was at standard professional fee rates. (ii) VDFC also provides consultant services to FEA Plantations on behalf of Investors to ensure that the plantation maintenance and protection is done to an expected professional standard. (iii) VDFC does not make any direct investment in FEA Plantations or its business interests and has no commercial interest in the financial products being offered other than as a service provider to FEA Plantations. (iv) VDFC does not hold an Australian Financial Services Licence and is not operating under such a licence in providing this report. Yours faithfully Van Diemen Forestry Consultants Pty Ltd G.J. Cross B. Sc. (For), RPF, MIFA, MACF PAGE 44 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 11 INDEPENDENT REPORTS Deloitte Growth Solutions Pty Limited ABN 21 010 764 306 AFSL 244592 ANZ Centre Level 9 22 Elizabeth Street Hobart TAS 7000 GPO Box 777 Hobart TAS 7001 Australia The Directors FEA Plantations Limited 233B Charles Street Launceston TAS 7250 DX: 197 Tel: +61 (0) 3 6237 7000 Fax: +61 (0) 6237 7001 www.deloitte.com.au 6 May2009 Dear Directors, FEA Plantations Project 2009 – Independent Taxation Opinion This opinion has been prepared at the request of the Directors for inclusion in the FEA Plantations Project 2009 Product Disclosure Statement (the PDS). We have prepared this opinion considering the information contained in the PDS and Australian Taxation Office (ATO) Product Rulings PR 2009/23, PR 2009/24, PR 2009/25, PR 2009/26 and PR 2009/27 (the Product Rulings) as at 6 May 2009. 1 Application of ATO Product Rulings The Product Rulings provide certainty for investors who are accepted into the Project on or after the date of the Product Rulings and have executed the Project Agreement on or before 30 June 2009. The Product Rulings are legally binding on the ATO and therefore protect investors from underpaid tax, penalties or interest provided they are within the class of entities specified by the Product Rulings as ‘Investors’ and comply with the requirements of the Project as published in the Product Rulings. 2 Carrying on a business Investors in the Project are not treated as carrying on a business of primary production. 3 Allowable deductions The Commissioner of Taxation has determined that the Project will satisfy the requirements of subsection 394-10(1) of the Income Tax Assessment Act 1997 (ITAA 1997) provided the trees are established by 31 December 2010. If the trees are not established by 31 December 2010 an Invesor cannot deduct an amount under subsection 394-10(1) ITAA 1997. In Woodlot Options 1, 2, 3, 4 and 5, the Establishment Fees and land sourcing and management fees and in Woodlot Options 2 and 5 pruning fees paid by Investors in the Project will be allowable deductions in the income year in which they are incurred under sections 8-5 and 394-10 ITAA 1997, provided no ‘CGT event’ happens to the ‘forestry interest’ of an Investor before 1 July 2013 for Investors who are initial participants. Deductions will be available under section 8-1 ITAA 1997 for interest paid on loans with financiers specified in the Product Rulings under a finance package offered in conjunction with the PDS. Deductions for borrowing costs paid to financiers specified in the Product Rulings under a finance package offered in conjunction with the PDS, such as loan establishment fees over $100 are available under section 25-25 ITAA 1997 spread over the life of the loan or 5 years (whichever is shorter). You should note that losses arising from participation in the Project are not within the scope of the non-commercial loss provisions of ITAA 1997. Also, interest paid to financiers specified in the Product Rulings under a finance package offered in conjunction with the PDS does not fall within the scope of the prepayment provisions. For interest incurred on finance obtained from alternative sources it is recommended that the Investor seek confirmation from the ATO in the form of a private ruling as to whether the prepayment rules may apply. Deductions for insurance costs incurred by Investors are not included within the scope of the Product Rulings. Insurance costs necessarily incurred in gaining assessable income may be generally deuctible under section 8-1 ITAA 1997; however Investors should seek their own independent taxation advice as to whether insurance costs relating to their investments in the Project will be deductible in their circumstances. (continued overleaf) FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 45 11 INDEPENDENT REPORTS Page 2 30 April 2009 4 Assessable Income If a ‘CGT event’ happens in relation to the ‘forestry interest’ such as if a ‘forestry interest’ is sold or otherwise extinguished or if there has been a full or partial Clearfall harvest of the trees grown under the Project (excluding Thinning), an amount is included in the Investor’s assessable income under sections 6-10, 10-5 and 394-25(2) ITAA 1997. Amounts derived by an Investor in respect of Thinning will be assessable as ordinary income under section 6-5 ITAA 1997. 5 GST On the basis that, as may be indicated by the Product Rulings issued by the ATO, Investors are not considered to be carrying on a business in relation to the holding of the investment, fees and charges payable by the Investor are unlikely to be subject to GST. This would be the case where such payments are classified as further consideration for an interest in a managed investment scheme. 6 Superannuation funds The Product Rulings do not address the provisions of the Superannuation Industry (Supervision) Act 1993. 7 Secondary markets for forestry scheme interests Deductions under Division 394 ITAA 1997 will not be allowable to initial participants if a ‘CGT event’ happens in relation to the ‘forestry interest’ before 1 July 2013. 8 Tax avoidance The general anti-avoidance provisions will not be applied to cancel a tax benefit obtained by Investors participating in the Project. 9 Disclaimer This opinion is based on the Australian tax law as it applied at the time the PDS was prepared and does not take into account or anticipate changes in Australian tax law after this time, nor does it take into account the taxation laws of countries apart from Australia. Investors who are non-residents under Australian tax law should also consider the taxation consequences under the laws of their country of taxation residence together with any taxation consequences under Australian law. All Investors should obtain specific taxation advice relating to their particular circumstances from a suitably qualified taxation advisor before participating in the Project. This Taxation Opinion is given by a taxation agent registered under Part VIIA of the Income Tax Assessment Act 1936 and is given in the ordinary course of our activities as such an agent. Taxation is only one of the matters that must be considered when making a decision on a financial product. Potential Investors should consider taking advice from an Australian financial services licence holder before making a decision on a financial product. Yours faithfully, DELOITTE GROWTH SOLUTIONS PTY LIMITED Tim Maddock Director PAGE 46 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 12 THE RESPONSIBLE ENTITY FEA Plantations is the Responsible Entity of the Project and this PDS contains its 17th consecutive offering. Since its first offering in 1993, over 11,000 investors representing more than 13,000 investments have invested in excess of $394 million in its managed investment schemes. THE RESPONSIBLE ENTITY DIRECTORS OF FEA PLANTATIONS FEA Plantations is a wholly owned subsidiary of FEA. FEA Plantations has overall responsibility to Investors for the operation and management of the Project. It may appoint agents for any purpose including a Custodian to hold the Project property and it may delegate its duties to other persons to perform on its behalf (including other member companies of the FEA Group). However, the Responsible Entity remains responsible for the actions and omissions of any agent. As Responsible Entity, FEA Plantations has duties under the Constitution and the Corporations Act which include, amongst other things, an obligation to: • Act in the best interests of Investors and, if there is a conflict between the Investors and its own interests, give priority to the Investor’s interests; • Treat Investors who hold interests of the same class equally and, where there are Investors who hold interests of different classes, treat them all fairly; • Comply with the Corporations Act, Constitution and the compliance plan; and • At all times seek to deal with Investors and all persons associated with the Project in a fair and ethical manner. COMPLIANCE FEA Plantations has adopted a compliance plan which contains the procedures and processes FEA Plantations will implement to ensure it complies with its obligations under the Constitution and the Corporations Act. The compliance plan establishes processes designed to systematically deal with compliance issues in key areas of the Project so as to deliver outcomes in the Investors’ best interest. The compliance plan will be audited annually to test the Responsible Entity’s adherence to the requirements of the compliance plan during the year. In order to monitor compliance with the compliance plan and other statutory obligations, a compliance committee has been established by FEA Plantations. The compliance committee meets on a quarterly basis and is comprised of three members, two of whom must be external as defined in the Corporations Act. The compliance committee monitors adherence to the compliance plan and the Corporations Act and reports breaches to the Responsible Entity and, where appropriate, to ASIC. LABOUR STANDARDS, ENVIRONMENTAL, SOCIAL AND ETHICAL CONSIDERATIONS As a wholly owned subsidiary of FEA, FEA Plantations has the same policies in relation to its investments as they relate to labour standards, environmental, social and ethical considerations. Refer to page 4 for more information in relation to these considerations. Anthony Maxwell Cannon B.Sc. (Forestry), ANU, MIFA, MACFA, MAICD Chairman / Executive Director Tony Cannon is a science graduate in forestry from the Australian National University and has been involved in establishing Eucalypt plantations since 1979. Tony is one of the founders of the FEA Group, is a director of FEA and is involved in a number of forestry organisations in an executive capacity at state and national level. Michael John Williams B. Bus., CA, CFP, GAICD Non Executive Director Michael is a Registered Tax Agent, Liquidator and Auditor and has been a partner of Camerons Accountants and Advisors since 1987. He was first appointed as a director of FEA Plantations in 1996 and is also currently a director of FEA. Gavin Wilson Wright CFP, BA (Legal), Grad. Dip. Ed. Admin., GAICD, F.Fin. Non Executive Director Gavin is a Certified Financial Planner with over 20 years of experience in the financial planning industry. Gavin has worked in management positions for financial planning firms as well as for his own firm. He was appointed as a director of FEA Plantations in 2003. Kerry Christopher Harvey Duncan LLB, MAICD Non Executive Director Until a few years ago, Kerry was a partner of an Australian and international law firm where he spent 22 years in a career spanning 38 years. He is a senior commercial and corporate lawyer and consultant with more than 17 years involvement with the financial product and financial services industry having advised both public trustee companies and funds managers on strategic, business and legal issues including compliance with the legislative and regulatory requirements for managed investment schemes registered under the Corporations Act. He was appointed as a director of FEA Plantations in 2005. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 47 01 THE FUTURE OF FORESTRY INVESTMENT 13 THE FEA GROUP Some of FEA’s staff across Australia Established in 1985, FEA has grown to become one of the largest plantation managers in Australia, with over 72,000 hectares of timber plantations under management (after completion of current establishment obligations), spread over Tasmania, New South Wales and Queensland. FOREST ENTERPRISES AUSTRALIA LIMITED FEA is a public company listed on the ASX and holds all of the shares in FEA Plantations. FEA has been engaged by FEA Plantations to establish and maintain the Woodlots. Separately from the Project, FEA provides finance (subject to application and acceptance) to Investors seeking to purchase interests in the Project. FEA was founded in 1985 as a specialist plantation forestry manager. FEA is one of Tasmania’s largest forest products processors. In 2009-10, its Bell Bay sawmill aims to process around 400,000 tonnes of plantation logs to be marketed under FEA’s EcoAsh® and BassPine® brands. It is FEA’s aim to increase its timber processing input to at least 500,000 tonnes per annum by 2012-13. Through its joint venture SmartFibre wood fibre processing and export facility, it anticipates marketing over 500,000 tonnes of wood fibre in 2008-2009. What sets FEA apart from many forestry investment managers is its status as a leading, vertically integrated forestry and forest products company. That is, FEA selects plantation land, manages hardwood and softwood plantations, adds value to the forest products and sells them under respected brands through established distribution channels. FEA Plantations Limited Forest Enterprises Australia Limited Listed public company Operates new plantation based sawmill at Bell Bay in Tasmania Holds long term plantation sawlog contract with Timberlands Pacific Pty Ltd Provides finance to Investors Provides forest establishment and management services to FEA Plantations Strategic business development Responsible Entity for 17 forestry managed investment schemes Responsible Entity for FEA Timberlands Fund Project Manager Australian Financial Services Licence (AFSL) Holder Issues product disclosure statements SmartFibre Pty Ltd Export woodchip mill at Bell Bay (50% owned by FEA) Tasmanian Plantation Pty Ltd Land owning entity Custodian of the Project Research and Development for wood processing of plantation grown eucalypts PAGE 48 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT FEA Carbon Pty Ltd Trial carbon planting for certification 01 THE FUTURE OF FORESTRY 13 THEINVESTMENT FEA GROUP FINANCIAL INFORMATION OF FOREST ENTERPRISES AUSTRALIA LIMITED As a listed public company, FEA is required to lodge periodic accounts and other relevant information with the ASX. Assets of FEA are not assets of the Project. The Project is not guaranteed by FEA. A copy of the most recent audited consolidated financial statements of FEA is available free of charge on request. Extract of Audited Balance Sheet as at 31 December 2008: REVENUE $ million up 43.5% Current Assets 155.5 Non Current Assets 478.2 180 160 145.8m 120 101.6m 2004 2003 297.7 2005 2006 PROFIT AFTER TAX EARNINGS PER SHARE up 31% up 29% up 1% 6.3m 0 4 2.91c 2 0 0.18c 50 40 30 20 49.8c 38.5c 38.0c 15.1% 60.4c 60 18.7% 0.8% 52.8% 6.72c 81.9c 71.1c 70 7.72c 14.9% 29% 0.4m 8 131% 15.5m 10 10 6 NET TANGIBLE ASSETS 80 NTA PER SHARE (cents) 2.3m 0 21.0m 20 RE 11.8c 11.9c 1517% 10.4m 10 119% 22.2m 20 30 2008 up 15% 12 BASIC EARNINGS PER SHARE (cents) 30 37.9% 30.6m 37.3m 77.6% 40 40 34.8% 78.8% 50 48.1m 148% 54.7m 50 PROFIT AFTER TAX ($million) 60 31% 71.7m 2007 FINANCIAL YEAR EBIT 70 EBIT ($million) 0 21.3% Net Assets 36.7m 20 19.6% 336.0 40 24.1% Total Liabilities 55.5m NTA PER SHARE (cents) 207.9 68.5m 60 57% Non Current Liabilities 85.1m 80 51% 128.1 REVENUE ($million) 100 Current Liabilities 31.1% 633.7 1.3% Total Assets 43.5% 140 10 0 2003 2004 2005 2006 2007 2008 2003 2004 2005 2006 2007 2008 2003 2004 2005 2006 2007 2008 2003 2004 2005 2006 2007 2008 FINANCIAL YEAR FINANCIAL YEAR FINANCIAL YEAR FINANCIAL YEAR FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 49 01 THE FEA 13 FUTURE GROUP OF FORESTRY INVESTMENT MANAGEMENT TEAM EXPERIENCED MANAGEMENT An outstanding management team supports the FEA board and its subsidiary companies. The staff are an integrated team of professionals who believe firmly in the job they are doing. All staff clearly understand FEA’s objective to establish more plantations efficiently and to maximise returns to investors who have invested in projects operated by FEA Plantations. Staff are actively encouraged to further develop their industry-based education and to contribute by way of innovation and/or processes designed to maximise performance in all areas of our operations. The FEA Group employs approximately 200 full time staff in the areas of land acquisition, forestry operations, wood processing, marketing, finance, accounting and corporate and legal administration. FEA employees are based in all Australian states and the Northern Territory. Andrew White Fergus Leicester B Sc (For), MIFA, MAICD B Bus (Acc), MBA, FCPA, FCIS, GAICD Chief Executive Officer Chief Financial Officer and Company Secretary Andrew is 42, has over 20 years experience in the forestry industry and has held a number of senior management roles with major Western Australian and Tasmanian forestry companies. These companies include Gunns Limited, Boral Timber Tasmania and Wesfarmers/Bunnings. Since joining FEA in 2003 as CEO, Andrew has developed his vision for the company and commenced implementation of the processes to achieve a vertically integrated forestry and forest products company through innovation and technology. Chris Barnes Fergus is 37, and has 15 years experience in financial and commercial roles within the timber industry, including senior financial management roles at Boral Timber and Gunns Ltd. Fergus joined FEA in 2005 and his responsibilities include capital management, corporate governance, compliance, risk management, information systems, strategic planning, financial analysis and corporate administration. Kristen McPhail B Ag Sc (Hons), MBA, MIFA B Econ., Dip FP General Manager – Plantations General Manger – Sales and Marketing Chris is 37, has 9 years experience in managing forestry plantations and 6 years experience in agronomy and weed science. Chris joined FEA in June 2007 and is responsible for managing plantation establishment and maintenance programs across Australia in line with specified targets and timeframes. He is responsible for building the land bank to accommodate future plantation growth requirements as well as ensuring the company adheres to the strict quality guidelines set down for our plantations. PAGE 50 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT Kristen is 43 and has 22 years marketing experience in the financial services industry. She joined FEA in 2005 and has held numerous senior management roles in the agribusiness industry. Kristen was a practicing Certified Financial Planner and chaired the award-winning FPA National Conventions in Perth and Cairns. Kristen entered the agribusiness industry in 1999. In 2001, she was a WA finalist in the Telstra Business Women’s Awards. 13 THE FEA GROUP Mike O’Shea Doug Massey MIFA BA (History), MBA General Manager – Business Development (Forestry) Mike is 53 and has over 30 years experience in forestry, having held a number of senior management roles at Environmental Consulting International, Hazell Bros Group, North Forest Products and Gunns Ltd. Mike joined FEA in 2005 as the General Manager of Forestry Operations. In 2007 Mike was appointed to his current role as General Manager of Business Development (Forestry). Mike is responsible for the development and implementation of a sawn timber and wood fibre processing capacity within New South Wales and Queensland and the development of new forestry and forest products. Mike will also have a significant involvement with emerging Carbon Credit markets. General Manager – Strategic Development Doug is 41 and joined FEA in 2005, working out of SmartFibre’s Tokyo office marketing woodchips to overseas customers. Previously Doug worked with one of Japan’s largest paper manufacturers for 7 years in its Forest Resources Department as Strategy and Procurement Adviser, also based in Tokyo. Now based in New South Wales, Doug has a unique skill set combining the ability to speak Japanese with an in-depth understanding of the Japanese business culture. These attributes, combined with a strong practical working knowledge of wood processing, provides Doug with good credentials to be responsible for developing strategic projects and to develop market opportunities for FEA both nationally and internationally. Andrew Wye Ken Last B Sc (For), MBA, MIFA Dip Accountancy General Manager – SmartFibre General Manager – Timber Andrew is 43 and a professional forester with over 20 years experience in a range of operational and senior management roles within the forest industry in Tasmania and New Zealand. Andrew joined FEA in 2004 and manages the SmartFibre joint venture between FEA and ITC. Andrew also provides oversight for wood supply for FEA operations in Tasmania and NSW. Andrew is an active member of the Institute of Foresters of Australia and holds the position as Chair of the Tasmanian Division. Ken is 61 years old and has worked in the sawmilling industry for the past 30 years. During that time he has held the position of Managing Director at Kauri Timber Company Ltd and Neville Smith Timber Industries Pty Ltd. He has served on industry associations in Tasmania and Victoria and until recently was active in industry research and development having served on the executive committee of the Forest and Wood Products Research and Development Corporation for six years. Ken is responsible for the new state-of-the-art sawmill recently commissioned by FEA at Bell Bay. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 51 14 AUSTRALIAN FOREST INDUSTRY OVERVIEW GROWING WORLD DEMAND Global Demand Trends in Forest Products 700 600 Million Tonnes or m3 500 400 300 200 100 0 1970 1980 1990 2000 2005 2006 2010 (e) Q Sawnwood (M3) Q Wood-based panels (M3) Q Paper and Paperboard (MT) Source http://faostat.fao.org and IndustryEdge estimates Global demand for solid wood, manufactured wood products (such as plywood or particle board) and other products derived from wood (such as paper, paperboard and energy) is increasing with a growing population in most regions of the world and improved standards of living with rising wealth, especially in emerging countries such as China and India. There is a clear relationship between the wealth of a nation and the quantity of wood and wood products consumed per capita. Plantations are valuable resources, both from the perspective as a resource for supplying wood products for value adding into products including paper and paperboard, and on environmental grounds for locking up and storing carbon in wood products in use. As the population in urban areas increases, especially in China where the movement of citizens from rural areas to urban communities is evident, there will be increasing demand for building materials as well as wood products such as furniture and flooring. GLOBAL TIMBER SUPPLY GAP Global Production of Sawnwood: 2000-2005 The annual world deficit in sawn softwood timber is predicted to be 35 million tonnes by 2010 and for sawn hardwood timber it is predicted to be 10 million tonnes. PAGE 52 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 400 350 Million m3 Between 2004 and 2007, the Centre for International Forestry Research (CIFOR) has reported exports of plywood from Indonesia have decreased by nearly 75% and exports of sawnwood are down by nearly 50%. CIFOR indicates that the decline has been caused by illegal logging and unsustainable harvesting of forestry concessions in the 1990s. As a result of the now seriously diminished forestry resources, CIFOR has also stated that in 2006 the cross border trade from Kalimantan into Malaysia has decreased by as much as 70%. The Indonesian government has requested the Malaysian government to set “harsh sentences” on Malaysian companies dealing in illegally shipped timber from Indonesia. 450 300 250 200 150 100 50 0 2000 2001 2002 2003 Year 2004 Q Softwood Q Hardwood Source: http://faostat.fao.org 2005 2006 14 AUSTRALIAN FOREST INDUSTRY OVERVIEW GLOBAL PAPER CONSUMPTION TREND From 1996 to 2006, world production of paper and paperboard has been increasing at an average annual rate of 2.5%, increasing output by 80.8 million tonnes, or from 284.3 million tonnes in 1996 to 365.1 million tonnes in 2006. Global Production of Paper and Paperboard 90 80 70 Million Tonnes 60 50 40 30 20 10 Australia Chile South Africa Spain UK Russian Fed Indonesia Brazil Italy France Rep of Korea Sweden Finland Germany Canada Japan China USA 0 Q 1992 Q 2003 Q 2004 Q 2005 Q 2006 Source: http://faostat.fao.org Global Production of Paper and Paperboard 400 THE ASIA-PACIFIC MARKET Asia's Consumption of Roundwood 350 300 250 Million m3 Between 1996 and 2006, the apparent consumption of paper and paperboard in Asia increased at an average annual rate of 4.7%. This growth is almost twice as fast as the rate of increase in global supply over the same period. For Asia, the sharp rise in demand is being driven by China’s growth in population, literacy and income levels. 200 150 100 300 2006 2005 2004 2003 2002 2001 2000 Year Q Production Q Imports Q Exports -100 ––– Consumption Year Q Production Q Imports Q Exports 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 Source: http://faostat/fao.org 1995 -200 1999 0 1998 -50 1997 100 1996 0 1995 Million Tonnes 50 200 ––– Consumption http://faostat.fao.org China’s apparent consumption per capita of paper and paperboard rose at an average annual rate of 6.8% between 2000 and 2006. Over the same period, China’s GDP increased at an average rate of 9.6% pa. In 2006, the average consumption of paper and paperboard in China was 41.7 kg per capita, while the average for the world was 54.1 kg per capita. In comparison, the average per capita consumption for South Korea was 179.3 kg and for Malaysia was 119.2 kg. Log consumption in the Asia region has been growing at an average annual rate of 2.3% for the five years between 2001 and 2006. Australia’s major Asian trading partners (Japan, China, Indonesia, Taiwan, Korea and India) will be responsible for an estimated additional 214 million people between 2007 and 2015. Between 2005 and 2025, the prediction is the proportion of Chinese living in urban areas will increase from 44% (560 million) to 66% (926 million), passing the 1 billion population level by 2030. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 53 14 AUSTRALIAN FOREST INDUSTRY OVERVIEW JAPANESE WOODCHIP MARKETS CHINA Japanese Softwood Chip Imports by Country 1.6 1.4 1.2 Thousand BDMT China’s production of paper and paperboard has increased from 28.5 million tonnes in 1995 to reach 58.0 million tonnes in 2006 with an average annual increase of 6.7%, or a total rise in annual production of 30 million tonnes. 1.0 0.8 0.6 0.4 0.2 0.0 Australia Bazil Canada New Russia USA Zealand Q1997 Q 2004 Q 2005 Q 2006 Q 2007 Fiji Other Source: Japan Customs http://www.customs.go.jp/toukei/download/index_d012_e.htm Japanese Hardwood Chip Imports by Country 5.0 4.5 Thousand BDMT 4.0 3.5 In 2006, with 58 million tonnes, China was the second largest producer in the world after the USA with 84.3 million tonnes. Production levels in the USA are not rising, in fact they are expected to slide in the short-term, while China’s production levels have been increasing at an average annual rate of 6.7%. In 2006, the average consumption of paper and paperboard in China was 41.7 kg per capita, and is expect to increase through the economic cycles with rising wealth and literacy. Continued growth in Chinese consumption will drive the expansion of the Chinese domestic paper and paperboard manufacturing base, and as a result greater demand for woodchips from the Pacific Rim countries such as Australia. FEA is well positioned to continue previous shipments of both woodchips and sawnwood from its Tasmanian operations to the Chinese market. In addition, FEA is in a position to take advantage of the Chinese and other Asian demand for peeler (veneer) logs since shipments have already been made by FEA and will continue to expand as harvesting increases from FEA plantations. From 2007, Japan accounts for 77% of the major woodchip trade in the Asia Pacific region, down from 79% the previous year. Even though Japan’s imports of hardwood woodchips increased by 500 thousand tonnes in 2007, China’s and Taiwan’s imports of hardwood chips combined increased by 710 thousand tonnes. Shipping rates and wood fibre costs are the major factor in determining cost competitiveness. Australia’s proximity to countries such as China and Japan (when compared to other major suppliers) provides a competitive advantage. Australia’s exchange rate is also critical to cost competitiveness and the recent reduction in the value of the Australian dollar to the US dollar has improved the cost competitiveness. SAWN TIMBER MARKETS Australia continues to be the major supplier of both hardwood and softwood woodchips to Japan, accounting for 37.3% and 44.0% of shipments respectively in 2007. Australia’s Demand for Sawn Timber: 1996 - 2007 6000 5000 In 2000, shipments from Australia accounted for 37.9% of softwood woodchips and 28.7% of hardwood woodchips imports. For hardwood woodchip shipments to Japan, Australia’s major competitor is South Africa with 2.0 million tonnes, or 16.9% of the market. Thousand m3 In 2006, Japan imported 11.8 million tonnes of hardwood woodchips and 2.5 million tonnes of softwood woodchips. 4000 3000 2000 1000 0 Year Q Hardwood Q Softwood ––– Consumption Source: ABARE, Australian Forest & Wood Product Statistics PAGE 54 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT 2007 Source: Japan Customs http://www.customs.go.jp/toukei/download/index_d012_e.htm AUSTRALIA’S COST COMPETITIVENESS 2006 Other 2005 South USA Africa Q1997 Q 2004 Q 2005 Q 2006 Q 2007 2004 China 2003 Chile 2002 Australia 2001 0.5 2000 1.0 1999 1.5 1998 2.0 1997 2.5 1996 3.0 - Between 2000 and 2007, China’s economy grew at an average rate of 9.6% pa, based on growth in GDP. In 2007, China’s economy was the third largest in the world behind the USA and Japan. 14 AUSTRALIAN FOREST INDUSTRY OVERVIEW Over the longer-term, Australia has maintained a trade deficit for sawn timber, with domestic demand being greater than local supplies. Demand for sawn softwood has been increasing at an average rate of 3.8% pa since 1995, which is approximately equal to the average rate of increase in Australia’s GDP over the long-term. The strong growth rate has been achieved through the domestic building cycles that have occurred in the intervening years since 1995. However, in the future, FEA anticipates demand for softwood will be tempered slightly with the increasing supply of plantation grown hardwood such as EcoAsh®. VENEER AND SELECT GRADE SAWN TIMBER High value timber products, such as decorative veneers, select grade flooring and mouldings have historically been sourced from native forests. However, with the investment and research in producing solid wood products from expanding pruned hardwood plantations, products such as EcoAshclear® are increasingly supplying the market for select grade timbers. Management of hardwood plantations is also resulting in the production of structural veneers, especially plywood and laminated veneer lumber (LVL). Domestic growth in demand for plywood and LVL has been increasing at an average rate of 9.6% during the twelve years between 1996 and 2007. Australia’s Consumption of Plywood and LVL: 1997-2007 600 Thousand m3 Imports $ million Sawnwood Exports $ million Balance of Trade $ million 492 124 (368) 2,764 991 (1,773) 285 15 (270) Woodchips 2 1,072 1,070 Roundwood 1 105 104 Wood-based panels 275 109 (166) Misc. Forest Products 583 56 (527) 4,402 2,472 (1,930) Paper products Pulp Total Source: ABARE, Australian Forest & Wood Product Statistics The only forestry products for which Australia is a net exporter are woodchips (almost $1.1 billion in the value of shipments) and roundwood (logs) that has a value of $104 million. While $124 million of sawnwood is exported each year, about four times this value is imported, with shipments reaching $492 million in FY2008. During the last calendar year, Australia imported over $2.7 billion of paper and paperboard products which equated to approximately 1.9 million tonnes. The imported volume of paper and paperboard has been rising at an average rate of 3.5% per year over the past decade. 500 400 300 For 2007, Australia’s roundwood (log) removals were more than 27 million cubic metres (m3). The volume being removed from native forests has been diminishing at an average annual rate of 3.7% between 2000 and 2007. 200 100 Year Q Production Q Imports Q Exports 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 0 -100 Australia’s Forest Products Trade Deficit – FY 2008 Australia’s Forest Resource Production and Consumption 30 ––– Consumption 25 In 2007, Australia’s balance of trade for wood and wood products was a deficit of $1.8 billion. 10 5 2007 2006 2005 2004 2003 2002 2001 2000 0 1999 The sector employs approximately 81,000 people, which is 6.9% of the manufacturing sector. 15 1998 Even though Australia is a net importer of forest products, forestry has historically been a major industry and will remain a significant one with turnover in 2007 reaching almost $19 billion. 20 1997 AUSTRALIA’S ECONOMY AND ITS FOREST PRODUCTS SECTOR Million m3 Source: ABARE and Plywood Association of Australia Pty Ltd Year ––– Native Forests ––– Hardwood Plantations ––– Softwood Plantations ––– Total Source: ABARE, Australian Forest & Wood Product Statistics FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 55 14 AUSTRALIAN FOREST INDUSTRY OVERVIEW However, the volume from softwood plantations has been increasing at an average rate of 2.2% pa over the same period and for hardwood plantations starting from a very small base, the average rate of increase has been 28.7% pa. The trend for the major Japanese woodchip market towards plantation grown hardwood woodchips is predicted to continue due to the higher usable fibre from plantations and for environmental preferences. In 2002, when harvesting of hardwood plantations first produced more 1 million m3 of logs, plantations only accounted for 10.2% of the domestic hardwood supply. However, by 2007, the proportional supply from plantations has increased to 32.2%. EMERGING ALTERNATIVE FOREST PRODUCT MARKETS AUSTRALIA’S PLANTATION ESTATE With Australia’s trade deficit in forest products remaining close to $2 billion every year, the Commonwealth government has been supporting a policy of expanding the domestic plantation resource. The goal of the policy is to increase Australia’s plantation estate from 1 million hectares in 1997 to 3 million hectares by 2020. In 2007, which is approximately half way through the period, Australia’s plantation estate has reached 1.903 million hectares, comprising of 883,493 hectares of hardwood, 1,001,100 hectares of softwood and 9,254 hectares of ‘other species’. The graph below shows the split between hardwood and softwood resource by State for 2007. FEA Plantations has the potential to generate five products that will have a positive impact in assisting steps being taken to mitigate climate change. These are: Bioenergy – the combustion of renewable resources such as timber and other vegetable matter in the generation of energy, usually in the form of steam. Since Australia has ratified the Kyoto Protocol, the Commonwealth government, as the signatory, is considering joining a number of other parties in seeking the inclusion of bioenergy when it replaces the burning of fossil fuels as a legitimate form of reducing emissions. Ethanol production – the manufacturing of ethanol from plantations (especially residues) as a replacement for the use of petrochemicals in powering transport. Australia's Plantations 2007 350,000 Wood pellets – there is a strong market for wood pellets in Europe, and increasingly in North America and Asia. The burning of wood pellets for heating is recognised (especially in Europe) as a green form of energy since it is a renewable resource and not a fossil fuel. Wood pellets are already being produced in Australia for shipment to Europe, with plantation species being mixed in the manufacturing process to achieve the best calorific potential. 300,000 250,000 Hectares Native forests and plantations are increasingly being recognised as producers of more products than the traditional sawnwood and woodchips. With a greater global focus on climate change and steps to slow or reduce the consequences of climate change, forests and plantations have the potential to make significant contributions. 200,000 150,000 100,000 50,000 0 WA NT SA Qld NSW State / Territory ACT Vic Tas ■ Hardwoods ■ Softwoods Source: Australia’s Plantations 2008, Department of Agriculture, Fisheries and Forestry, Bureau of Rural Sciences. Commonwealth of Australia 2008. REDUCING ACCESS TO AUSTRALIA’S NATIVE FORESTS Access to the harvesting of native forests is gradually being restricted, with greater areas of forests being placed in reserves. On a national basis, supplies of both sawlogs and pulpwood from native forests have been trending down, with the volume of saw and veneer logs declining at an average annual rate of 2.7% over the twelve years from 1996 to 2007. For pulpwood, the reduction in supply has been falling at the slower rate of 0.5% pa over the same period. The species selected for growing in hardwood plantations have a greater proportion of available fibre for the manufacturing of paper and paperboard. As a consequence, there is an increasing preference for woodchip buyers, especially in Japan, to source woodchips from plantations. In 1995, only a quarter of Japan’s hardwood woodchip imports were sourced from plantations. However, by 2007, the proportion had increased to more than three quarters. PAGE 56 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT Power generation from biomass – Similar to bioenergy whereby timber residues and other renewable vegetative matter is combusted to produce electricity, with the benefit being the reduction in the use of fossil fuels such as coal and oil. Carbon Trading – the use of forests and plantations to sequester carbon from the atmosphere, usually taking it in the form of carbon dioxide. CARBON CREDIT TRADING Interest in Carbon Trading has been well documented in various forms of the media, however, there is currently no international market or other mechanism for the trading of Carbon Credits between emitters and forest growers. There are a number of agreements that have been reached between two parties but these are more specific arrangements and not open market trades. Australia is considering what form policy should take in developing a Carbon Trading market, with a goal to have transactions occurring by 2010. Any domestic policy will need to be in line with international agreements. Investors should be aware there is no definitive time scale or policy yet for the trading of carbon, however, there is clear motivation from the Commonwealth government to establish such a market and to have it operating within a couple of years. 15 ADDITIONAL INFORMATION and SUMMARY OF MATERIAL AGREEMENTS COOLING OFF PERIOD CONSTITUTION Investors have a cooling off right under the Corporations Act 2001 when investing in certain financial products, including managed investment products. This means the product can be returned within a prescribed cooling off period if an Investor changes their mind. They will obtain a full refund of the investment less any adjustments permitted under the Corporations Act 2001. The Constitution is the primary document governing the relationship between the Responsible Entity and Investors and governs the rights of Investors in the Project. The prescribed cooling off period is 14 days calculated from the time the investment is confirmed by us, or the end of the fifth day after the investment is issued if a confirmation of the investment is not received. WOOD PURCHASE AGREEMENT If an Investor wants to exercise their cooling off rights, then we must be advised in writing before the cooling off period ends. The wood purchase agreement provides that the purchase price for timber must be a fair and reasonable price per tonne, taking into account the proposed end-use of the timber and the prices being paid by other purchasers in the respective states. FEA Plantations can only agree to sell the timber for the purchase price once it has had the purchase price independently evaluated and approved by an independent expert. PERSONAL INFORMATION When submitting an application, we will be provided with personal information which we will treat confidentially and in accordance with the National Privacy Principles. Our privacy policy is available on our website and provides details in relation to the collection, use, storing and disclosure of personal information. FEA Plantations maintains a register of Investors and personal information will be accessible in accordance with the Constitution and the Corporations Act 2001. Investors may access their own personal information at any time by emailing or writing to us. We will not charge a fee for this service unless we incur costs in providing the information. If there is a complaint about any possible breach of privacy by us, then our Privacy Officer should be contacted at privacy.officer@fealtd.com or by mail, facsimile or telephone. DISPUTE RESOLUTION PROCEDURE Investors have the right to make a formal complaint about any aspect of the services provided by FEA Plantations. If an Investor has a complaint, then the following steps should be taken: • Tell the financial adviser about the complaint. • If the complaint is not resolved within three days, contact the Complaints Officer at FEA Plantations on (03) 6334 7811 or send the complaint in writing to us at; The Complaints Officer FEA Plantations Limited PO Box 733 Launceston TAS 7250. • If there is still not a satisfactory outcome, then consider lodging a complaint with the Financial Ombudsman Service on 1300 780 808 or send the compliant in writing to; The Financial Ombudsman Service PO Box 3 Melbourne VIC 3001. A copy of the Constitution can be obtained free of charge by contacting the compliance officer at FEA Plantations on Freecall 1800 600 009 or by emailing marketing@fealtd.com. FEA has entered into a wood purchase agreement with FEA Plantations pursuant to which FEA has agreed to purchase the timber harvested from the Project. If FEA Plantations does not approve the purchase price and delivers to FEA an alternative offer in writing to purchase on the same general terms and conditions as the offer from FEA, but at a higher price, FEA has the option to purchase the timber for the higher price specified. If FEA fails to agree to the higher price or decides not to purchase the wood, FEA Plantations may sell the timber to another buyer. If FEA Plantations considers the conditions for sale are not favourable, then FEA Plantations can postpone selling the timber until conditions become more favourable. All timber is sold on the stump and the costs of harvesting and delivery are at the purchaser’s expense. Either party may terminate the wood purchase agreement if the other party fails or neglects to perform or observe any of its obligations contained in the wood purchase agreement or is otherwise in default of the wood purchase agreement and the default has continued after notice has been given. The wood purchase agreement terminates automatically at the end of the term (the date on which the Project is wound up). TAX FILE NUMBERS The collection, use and disclosure of tax file numbers is strictly regulated by both the Privacy Act and the tax laws. You are not required to provide your tax file number to FEA Plantations. However, if you do not provide your tax file number to FEA Plantations prior to distributions being paid (and are not otherwise exempt from the requirement to provide a tax file number), then FEA Plantations will be required to deduct tax from your distributions at the highest marginal tax rate plus the Medicare levy. You should note that FEA Plantations cannot use or disclose your tax file number for the purposes of confirming your identity. • ASIC has a Freecall infoline on 1300 300 630 which can be used to make a complaint or obtain information about your rights. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 57 15 ADDITIONAL INFORMATION and SUMMARY OF MATERIAL AGREEMENTS PARTICULARS OF INTERESTS Other than as set out below or elsewhere in this PDS, no expert or any person named in this PDS as performing any functions, nor any firm in which any expert or such person is a partner or employee has, or has had within the two years before the date of this PDS, any interest in the formation or promotion of the Project, in any property proposed to be acquired in connection with the formation or promotion of the Project, or in the offer of interests in the Project. Van Diemen Forestry Consultants Pty Ltd has prepared an ‘Independent Forester’s Report’ and ‘Independent Market Report’, a summary of which is included in this PDS. It has received, or is entitled to receive, fees of $8,745 (ex GST) for its services. Deloitte Growth Solutions Pty Limited, has reviewed and advised on the taxation section of this PDS, has prepared an ‘Independent Taxation Opinion’ for inclusion in this PDS. It has received, or is entitled to receive fees of $4,000 (ex GST) for its services. DISCLOSING ENTITY REPORTING REQUIREMENTS Once the Project has more than 100 Investors it will be a disclosing entity subject to additional and regular reporting and disclosure obligations under the Corporations Act. Under the Corporations Act, prospective Investors are entitled to obtain copies of the following information from FEA Plantations free of charge: (a) The Project’s most recent annual financial report that has been lodged with ASIC. (b) Any half yearly financial report lodged with ASIC after lodgement of the Annual Report and before the date of the PDS. Sawlogs are loaded for transport to Bell Bay, Tasmania PAGE 58 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT (c) Any continuous disclosure notices given by the scheme after the lodgement of the annul report and before the date of the PDS. CONSENTS Each of the above experts: • Is limited in their involvement in the preparation of this PDS to the preparation of the reports set out within it. • Has given and not withdrawn their consent to the inclusion of their report in this PDS and advises that the giving of their consent to the inclusion of their report in this PDS should not be taken as an endorsement of the Project. • Gives no assurances or guarantees whatsoever in respect of the successful operational performance of, or return from the Project. DEALING WITH APPLICATIONS FEA Plantations reserves the right to refuse any investment application in whole or in part, some applications but not others, or all applications without giving reasons. Investors whose applications are accepted will be notified within 30 days of receipt of their application. If your application is rejected, then you will be notified, and have your application money refunded within 30 days of receipt of your application. If your application is not immediately accepted or rejected, then in accordance with the Corporations Act, FEA Plantations will ensure any application money which accompanies your application is paid into a trust account with an Australian authorised deposit-taking institution. Your application money will be held in this account until your application is accepted or rejected by FEA Plantations. Any interest earned on this money will be retained by FEA Plantations. 16 GLOSSARY OF TERMS In this PDS, the following words have the corresponding meaning unless the context requires otherwise: AFG Australian Forest Growers, formed in 1969, is the national association representing and promoting private forestry and commercial growing interests in Australia. AFS Australian Forestry Standard. (AS4708:2007) AFSL Australian financial services licence (issued under the Corporations Act) and required to be held by all financial service providers. AML/CTF Anti-Money Laundering and Counter-Terrorism Financing. AML/CTF Act The Anti-money Laundering and Counter-terrorism Financing Act 2006. Applicant A person or other entity who submits a valid Application Form pursuant to this PDS. Application Form The application form attached to this PDS, pursuant to which an Applicant applies for interests in the Project. ARSN Australian Registered Scheme Number issued by ASIC for all registered schemes. ASIC Australian Securities and Investments Commission. ASX Australian Securities Exchange. ATO Australian Taxation Office. BDMT Bone Dry Metric Tonne Means one metric tonne of wood fibre without water. Carbon Credits Projects that either reduce the emission of greenhouse gases to the atmosphere or increase the removal of greenhouse gas from the atmosphere may potentially be eligible for credits that recognise the carbon dioxide equivalent that has been abated. There may be potential for the carbon sequestration to receive carbon pollution permits which can be traded under the Australian Government’s proposed Carbon Pollution Reduction Scheme. Carbon Trading The concept whereby emitters of greenhouse gases can offset emissions by investing in projects that either reduce emissions or increase removals of greenhouse gases in respect of the atmosphere. In Australia at this time, the recognised term for such a commodity is a carbon pollution permit. (Australian Government Pollution Reduction Scheme – December 2008). Clearfall The final cutting down or logging of the trees from the plantation, projected to occur approximately 13 years after planting for Woodlot Option 1, 16 years after planting for Woodlot Option 2, 25 years after planting for Woodlot Option 3 and 18 years after planting for Woodlot Option 4. Constitution The constitution that establishes the Project as amended by any supplementary constitution. Corporations Act The Corporations Act 2001 (Commonwealth). CPI The All Group Consumer Price Index weighted average for the eight Australian capital cities as published by the Australian Bureau of Statistics. Custodian Forest Enterprises Australia Limited (ABN 47 009 553 548) Establishment Fee The amount payable by an Applicant at the time they submit an Application Form as set out on page 63. Eucalypt Means selected species of the Eucalyptus genera as well as spotted gum, which was previously categorised as a members of the Eucalyptus genera but has recently been reclassified as a member of the Corymbia genera. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 59 16 GLOSSARY OF TERMS FEA Forest Enterprises Australia Limited (ABN 47 009 553 548) ISO International Organization for Standardization. FEA Group Forest Enterprises Australia Limited and its controlled entities. JAS-ANZ Joint Accreditation System for Australia and New Zealand. FEA Plantations FEA Plantations Limited (ABN 44 055 969 429). Mean Annual Increment (MAI) Refers to the average growth rate of a forest to a point in time, usually expressed in cubic metres per hectare per annum over a defined number of years. Because the age and growth relationship is not linear, half the growth will not be achieved at half the age. Floor Price The minimum purchase price for the sale of wood from Woodlot Option 1 and Woodlot Option 2, provided for in terms of the wood purchase agreement. PDS Product disclosure statement. FOB Free On Board refers to the price of a product on board ship without service charges such as insurance. Forestry Right A legal right over land to plant, tend and harvest a crop of trees on that land, together with any ancillary rights (eg constructing and using roads, tracks, culverts, buildings, etc). GST Goods and Services Tax. Harvest Proceeds The total proceeds from the sale of harvested wood, before deduction of deferred land sourcing and management fees. Independent Forester An external expert professional forester who provides reports to FEA Plantations and Investors on the land and progress of the trees. The Independent Forester does not hold an equity or financial interest in the Responsible Entity or any of its associated entities. Investor An investor who contracts with the Responsible Entity through this PDS to obtain rights to the relevant Project’s benefits. IRR The Internal Rate of Return is the annualised effective compounded return rate which can be earned on the invested capital. PAGE 60 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT Product Ruling The product ruling system is explained in the ATO’s product ruling PR 2007/71. A product ruling provides potential investors certainty by confirming the tax benefits that are available, provided the arrangement is carried out in accordance with information provided to the ATO by the Applicant and described in the ‘Arrangement’ part of the product ruling. The product ruling provides no assurance that the product is commercially viable, the charges reasonable or the projected returns will be achieved. product rulings are prospective only and include a specified date on which they are withdrawn or cease to have effect. Project The managed investment scheme known as FEA Plantations Project 2009 – ARSN 136 438 616. Project Manager The entity responsible for the day-to-day management of the Project. If this function is outsourced by the Responsible Entity, the Responsible Entity retains responsibility to the Investors for the actions of the Project Manager. Responsible Entity Defined under the Corporations Act as the company named in ASIC’s record of a schemes registration as the responsible entity (RE). The responsible entity is responsible to the Investor for all aspects of the Project’s operations. FEA Plantations is the responsible entity for the Project. Rotation The period (in years) in which a tree or stand grows from planting through to Clearfall. 16 GLOSSARY OF TERMS Silvicultural Relating to the tending of forest crops based on the knowledge of forest science, including the management of all aspects of the establishment, composition and growth of forests (excluding harvesting and subsequent operations). Woodlot Option 2 (Includes Option 2 Woodlots) The growing of pruned Eucalypt hardwood for clearwood sawlogs, veneer, and wood fibre for sale to both domestic and export markets, dependent upon markets at the time. The Project term is expected to be around 16 years. The size of each Investor’s Woodlot will be approximately ½ hectare. SmartFibre SmartFibre Pty Ltd (ABN 33 102 434 042). Stocking Guarantee The Responsible Entity provides the Investor with a stocking guarantee for a period of 3 years from the date the Investor is registered as the holder of the Woodlots, or commencement of general insurance cover for the plantations, whichever is the earlier. The guarantee provides that if the survival of seedlings is less than 90% of the original minimum of 1,200 seedlings per hectare for Woodlot Options 1,2 and 4 or 1,330 seedlings per hectare for Woodlot Option 3, it will re-instate the plantations with replacement seedlings at no cost to the Investor, up to the above mentioned 90%. Thinning The selective removal of some of the trees from a plantation or forest so that the remaining trees have a greater opportunity to grow. Timberlands Fund The FEA Timberlands Fund ARSN: 126 971 462, a property fund established and operated by FEA Plantations which offers investors the opportunity to generate income from the ownership of high-quality forestry land which is leased by FEA Plantations for the purposes of establishing timber plantations. Woodlot Option 3 (Includes Option 3 Woodlots) The growing of Radiata pine softwood for unpruned sawlogs, veneer and wood fibre for sale to both domestic and export markets, dependent upon markets at the time. The Project term is expected to be around 25 years. The size of each Investor’s Woodlot will be approximately ½ hectare. Woodlot Option 4 (Includes Option 4 Woodlots) The growing of African mahogany hardwood for sawlogs for sale to both domestic and export markets, depending on market conditions at the time. The Project term is expected to be around 18 years. The size of each Investor’s Woodlot will be approximately hectare. Woodlot Option 5 (Includes Option 5 Woodlots) The Woodlot Option comprising a combination of Woodlot Options 1, 2, 3 and 4, in a fixed ratio of four, one, one and one Woodlots respectively. The size of each Investor’s interest will be approximately 3 hectares (7 Woodlots). Woodlot A measured area of land comprising approximately a ½ hectare in size for Woodlot Options 1,2 and 3 and hectare for Woodlot Option 4 woodlots to be established as part of the Project. Woodlot Option 1 (Includes Option 1 Woodlots) The growing of Eucalypt hardwood for both pulp logs and unpruned sawlogs for sale to both domestic and export markets, dependent upon markets at the time. The Project term is expected to be around 13 years. The size of each Investor’s Woodlot will be approximately ½ hectare. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 61 17 HOW TO APPLY and APPLICATION FORM Applications to participate in the Project may only be made by completing the Application Form attached to this PDS and forwarding it to FEA Plantations with any identification and verification documentation requested by FEA Plantations or your financial adviser for AML/CTF verification purposes. Applicants should read the instructions below, prior to completing an application. INSTRUCTIONS BEFORE APPLYING All Applicants must read the whole of this PDS and the AML/CTF booklet provided with it carefully before completing the Application Form attached to this PDS and ensure that all information requested has been provided. Any person who passes on the Application Form to another person must also at the same time and by the same means give the other person access to the Product Disclosure Statement and any supplementary document/s. Please use the checklist on page 64 to ensure your application is completed correctly. ASSISTANCE If you have any questions, please contact your financial adviser or call one of our Business Services Officers on Freecall 1800 600 009. ANTI-MONEY LAUNDERING AND COUNTERTERRORISM FINANCING REQUIREMENTS FOR WOODLOT APPLICATIONS You need to provide FEA Plantations or your financial adviser with the identification information required pursuant to the AML/CTF Act. You will be requested to provide the information set out in the AML/CTF booklet which details all the information required to be provided by you. A copy of our AML/CTF booklet is provided with this PDS and is also available by contacting your financial adviser, visiting our website www.fealtd.com, emailing us at marketing@fealtd.com or contacting us on Freecall 1800 600 009. If you are an existing investor (that is, you have previously invested in an FEA Plantations’ project) you do not need to provide any AML/CTF identification and verification documentation. However, you must tick the appropriate box (at the top of the) Application Form attached to this PDS and supply your existing investment number. ANTI-MONEY LAUNDERING AND COUNTERTERRORISM FINANCING REQUIREMENTS FOR FINANCE APPLICATIONS Please refer to Finance Application Pack for AML/CTF requirements of any preferred financier. Investors utilising FEA finance have no additional AML/CTF requirements to those detailed in this PDS. PAGE 62 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT TO APPLY Applicants can apply to FEA Plantations for an interest in the Project by completing the Application Form on pages 65 – 69. Applicants must: • complete the documentation using either black or blue pen and write legibly in block letters; • ensure the documentation is completed in full, including the payment details Section on page 67; • ensure the witness/es inserts their full name and signs for witnessing any signatures; • ensure that no correction fluid is used on any investment documentation; • ensure any alterations to the investment documentation are neatly corrected and initialled; and • return the original signed documentation (facsimiles or photocopies will not be accepted). The Application Form must be signed personally or by the Applicant’s authorised attorney or, where the application is by a company, must be executed in accordance with the requirements of the Corporations Act 2001. FINANCE If finance is requested, the entire Finance Application Pack with original signatures and supporting documentation must be returned with pages 65-69 of this PDS. Prospective Investors should note that while finance is available, it does not form part of the offer under this PDS. Applicants must review the Finance Application Pack for more information about finance options. APPLICATION/DEPOSIT MONIES Application monies or any deposit payable must be submitted with the application documentation. Cheques must be made payable to ‘FEA Plantations Project 2009’ and crossed ‘Not Negotiable’, or you may pay by credit card (Visa or MasterCard only) by completing the credit card details in the Payment Details section on page 67. Please note that direct bank deposits are not accepted. LODGING APPLICATIONS Applications should be mailed to: FEA Plantations Project 2009 FEA Plantations Limited PO Box 733 Launceston TAS 7250 For initial processing of Woodlot applications, forms may also be faxed to (03) 6331 5047 or emailed to marketing@fealtd.com. Please ensure pages 65 – 69 of the PDS, with original signatures, are fully completed and returned to FEA Plantations. Information regarding the requirements for lodging finance applications is available in the Finance Application Pack. 17 HOW TO APPLY and APPLICATION FORM CORRECT FORMS OF REGISTRABLE NAME Applications must be in the name of natural persons, companies or other legal entities acceptable to FEA Plantations. At least one given name and surname is required for each natural person. The name of the beneficial or any other non registrable name may be included by way of a fund or trust designation if completed exactly as described in the examples of registrable names below. Type of Investor Instruction Correct Form Individual Use given names in full, not initials Mr John David Brown Joint Holdings Use full and complete names Mr John David Brown and Mrs Jane Mary Brown Partnership Use partner’s personal names Mr John David Brown and Mrs Jane Mary Brown Company Use the company’s full title, not abbreviations John Smith Pty Ltd, ABN ########### Superannuation Funds Use the name of the trustee of the fund John Smith Pty Ltd as trustee of <Super Fund a/c> Trusts Use the trustee company name or personal name John Smith Pty Ltd as trustee for the <name of trust> or Mr John David Brown and Mrs Jane Mary Brown as trustee for the <name of trust> JOINT APPLICATION OWNERSHIP Joint holdings will be deemed to be joint tenants unless FEA Plantations are notified in writing by the Applicants. With joint tenancy, on the death of one joint holder, ownership of the interest automatically passes to the surviving joint holder. DECLARATIONS AND ACKNOWLEDGEMENTS BY APPLICANTS DECLARATIONS BY ALL APPLICANTS Each Applicant for investment in the Project acknowledges that: • You have received the PDS in Australia. • In the case of an individual Applicant (or joint Applicant), you declare that you are 18 years of age or older. • I/We warrant that I/we have had the opportunity to take advice on the PDS and the Constitution and agree to be bound whether or not I/we have read them in full. • You have obtained any advice that you required from a tax or other financial adviser to the effect that this investment is suitable for you. • If the Applicant is a company or a trust, every person signing this Application Form agrees to be bound and liable as if an individual Applicant and warrants that the company or trust has the capacity to enter into the Project and the obligations of an Investor. • I/We agree to be become a registered Investor bound by the Constitution. • You have provided your dealer/financial adviser with all documentation requested by them for AML/CTF Investor identification and verification purposes, or if you are investing directly in the Project you have provided all relevant documentation requested in the AML/CTF booklet provided with this PDS. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 63 17 HOW TO APPLY and APPLICATION FORM CHECKLIST Please use the following checklist to ensure your application is completed correctly. ALL APPLICANTS Before completing and signing the Application Form, you should read the PDS in full. APPLICATION FORM Complete the Application Form on pages 65-69. • The Application Form must be signed in front of an independent adult witness (not a relative), who signs as witnessing Investor/s signature/s. • Please ensure any alterations are neatly corrected and initialled, and that no correction fluid has been used. ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING If investing through a financial adviser. • Please provide your financial adviser with the material listed in Section 2.2 of the AML/CTF booklet along with any identification and verification materials your financial adviser requests from you. If investing directly. • Please provide the material listed in Section 2.3 of the AML/CTF booklet along with AML/CTF identification and verification documentation set out in Section 3 of the AML/CTF booklet. If an existing investor. • You do not need to supply any AML/CTF identification and verification documentation, however, you must tick the appropriate box at the top of the Application Form and supply your existing investment number. INSURANCE Complete checkbox on page 67. • If you ask us to arrange insurance on your Woodlots then invoicing will commence during the plantations’ second growing year. • Please refer to Section 6 for further information AND IF MAKING PAYMENT IN FULL Provide cheque or credit card details for 100% of application monies. • Cheques must be made payable to ‘FEA Plantations Project 2009’ and crossed ‘Not Negotiable’, or • You may pay by credit card (Visa or MasterCard) by completing the credit card details in the Payment Details section on page 67. Please note that direct bank deposits are not accepted. OR IF APPLYING FOR FINANCE FINANCE APPLICATION PACK Complete the relevant sections of the Finance Application Pack and provide any additional information as requested. • To obtain a Finance Application Pack contact your financial adviser, call FEA Plantations on Freecall 1800 600 009, email marketing@fealtd.com or visit www.fealtd.com. Please refer to Finance Application Pack for AML/CTF requirements of any preferred financier. Investors utilising FEA finance have no additional AML/CTF requirements to those detailed in this PDS. Provide a cheque or credit card details for deposit monies (if applicable). • Please refer to the relevant section of the Finance Application Pack for details of any deposit that may be payable. PAGE 64 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PLEASE NOTE: IF YOU MAKE A MISTAKE, PLEASE CROSS OUT AND INITIAL THE CHANGES. DO NOT USE CORRECTION FLUID APPLICATION FORM FEA PLANTATIONS PROJECT 2009 ARSN: 136 438 616 Product Disclosure Statement Dated: 7 May 2009 FEA Plantations Limited ABN: 44 055 969 429 Australian Financial Services Licence No: 243515 Office Use Only Date Stamp Appn No:______________ Inv No:_________________ APPLICANT DETAILS Are you an existing Investor? If so, please tick the following box: ■ I confirm I am an existing investor with FEA Plantations. APPLICANT 1 Title Surname/Company name APPLICANT 2 Title Surname/Company name My existing investment number is: ■■■■■■ ■■■■ ■■■■■■■■■■■■■■■■■■■■■■■■■■■ Given names/ACN if a Company Date of Birth ■■■■■■■■■■■■■■■■■■■■■■■■ / ■■ / ■■■■ Tax File Number or Exemption Code ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ ■■■■ ■■■■■■■■■■■■■■■■■■■■■■■■■■■ Given names/ACN if a Company Date of Birth ■■■■■■■■■■■■■■■■■■■■■ ■■ / ■■ / ■■■■ Tax File Number or Exemption Code ■■■■■■■■■■ Trust name (if application is being made on behalf of a trust or superannuation fund) ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ The provision of a tax file number is not compulsory. For further information refer to Section 15 on page 57. Contact Details Telephone (Daytime) Telephone (Work) ■■■■■■■■■■■■ ■■■■■■■■■■■■ Facsimile Mobile Telephone ■■■■■■■■■■■■■■■■■■■■■■■■■■ Email Address ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Mailing Address ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Suburb/Town State Postcode ■■■■■■■■■■■■■■■■■■■■■■■ ■■■ ■■■■ Residential Address (if different from above) ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Suburb/Town State Postcode ■■■■■■■■■■■■■■■■■■■■■■■ ■■■ ■■■■ WHOLESALE UNREGISTERED MANAGED INVESTMENT SCHEME The following check box must be completed by any unregistered managed investment scheme with wholesale clients only investing in the Project: confirm and declare we are an unregistered managed investment scheme with wholesale clients only and do not ■ We make small scale offerings under section 1012E of the Corporations Act. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 65 THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY PAGE 66 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PLEASE NOTE: IF YOU MAKE A MISTAKE, PLEASE CROSS OUT AND INITIAL THE CHANGES. DO NOT USE CORRECTION FLUID WOODLOTS APPLIED FOR Number of Establishment Fee each Woodlot (Not subject to GST) Option Investment Option Investment Per Option ® x $3,450 $ x $3,450 $ x $3,450 $ x $3,450 $ x $23,000 $ TOTAL ESTABLISHMENT FEE (A) $ DEPOSIT (if applicable) (B) $ (A) - (B) = (C) $ Woodlot Option 1 Eucalyptus sawlogs and pulplogs - 14 Years ® Woodlot Option 2 Eucalyptus pruned veneer logs, sawlogs and pulplogs - 17 Years ® Woodlot Option 3 Radiata pine sawlogs, veneer and pulplogs - 26 Years Woodlot Option 4 African mahogany sawlogs – 19 years Woodlot Option 5 Diversified Forestry Offer – 26 Years Every Woodlot Option 5 application is an application for 7 Woodlots (comprised of 4 x Option 1 Woodlots and 1 x Option 2, 3 and 4 Woodlots) TOTAL FINANCE REQUIRED PAYMENT OPTIONS ■ Payment in full – Pay the amount at (A) in above section. – Complete the Finance Application Pack and return the entire Pack with this Application Form along with any ■ Finance additional information required. Please transfer Total Finance Required (C) to Finance Application Pack. PAYMENT DETAILS The below payment options are available for making PAYMENT IN FULL or for a DEPOSIT (if applicable) if applying for FINANCE. Please select a payment option and complete the details ■ Cheque Please make cheque payable to: ‘FEA Plantations Project 2009’. ■ Visa ■ MasterCard Please debit. Cardholder’s Name ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Card Number Expiry Date ■■■■ - ■■■■ - ■■■■ - ■■■■ ■■ / ■■ Signature ✗ INSURANCE ■ Please arrange ‘Full Replacement Cost Insurance’ ■ Please arrange ‘Basic Insurance‘ (Available to all Investors and compulsory for finance applications longer than two years.) Available for cash Investors and finance applications with terms less than 3 years Please tick this box if you wish FEA Plantations to make arrangements for ‘Full Replacement Cost Insurance’ on your Woodlots. Please tick this box if you wish FEA Plantations to make arrangements for ‘Basic Insurance’ on your Woodlots. PAYMENT OF INSURANCE If you ask us to arrange insurance on your Woodlots then invoicing will commence during the plantations’ second growing year. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 67 THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY PAGE 68 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PLEASE NOTE: IF YOU MAKE A MISTAKE, PLEASE CROSS OUT AND INITIAL THE CHANGES. DO NOT USE CORRECTION FLUID ACKNOWLEDGEMENTS Applicant statements (All Applicants) By signing this Application Form, I/We make each of the statements detailed in the Declarations and Acknowledgements by Applicants Section as set out on page 63. SIGNATURES - All Applicants to Sign Executed as a deed on ■■ / ■■ / ■■■■ Individual Applicant/s Applicant 1 Full Name of Witness (print clearly) ✗ Applicant 2 ✗ Witness ✗ Company Applicant/s Executed in accordance with the companies constitution by: Director ✗ Director/Secretary ✗ Full name Full Name ADVISERS MUST COMPLETE Adviser Name ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Dealer Group AFSL No. ■■■■■■■■■■■■■■■■■■■■■■■■■ ■■■■■■ Business/Practice Name ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Address ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Suburb/Town State Postcode ■■■■■■■■■■■■■■■■■■■■■■■ ■■■ ■■■■ Telephone Adviser Stamp ■■ ■■■■ ■■■■ Facsimile ■■ ■■■■ ■■■■ Mobile Telephone ■■■■ ■■■ ■■■ Email Address ■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■■ Anti-Money Laundering and Counter-Terrorism Financing rm the entity holding the AFSL under which I act does not have ■ Ianconfi AML/CTF customer identification management agreement with FEA Plantations, therefore I confirm I have forwarded to FEA Plantations all documentation I have obtained during the course of completing my identification and verification requirements pursuant to the AML/CTF Act, or if the Investors have previously invested in a project for which FEA Plantations was the Responsible Entity, I confirm the appropriate box on the Application Form has been ticked and my existing investment number has been supplied on page 65. OR confirm I have completed the AML/CTF identification and verification ■ Irequirements for the Investors as required under the customer Lodging the Application Applications should be mailed to: FEA Plantations Project 2009 FEA Plantations Limited PO Box 733 Launceston TAS 7250 Applications may also be sent by facsimile to (03) 6331 5047. Please ensure all pages are faxed and mail the original signed documentation to FEA Plantations. identification management agreement between FEA Plantations and the entity holding the AFSL under which I act. FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 69 THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY PAGE 70 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT CORPORATE DIRECTORY RESPONSIBLE ENTITY TAXATION CONSULTANT FEA Plantations Limited ABN 44 055 969 429 Australian Financial Services Licence Number: 243515 Deloitte Growth Solutions Pty Limited ABN 21 010 764 306 Level 9, 22 Elizabeth Street Hobart TAS 7000 HEAD OFFICE 233B Charles Street Launceston TAS 7250 Postal Address PO Box 733 Launceston TAS 7250 Phone: (03) 6334 7811 Fax: (03) 6331 5047 Freecall 1800 600 009 Email: marketing@fealtd.com Web: www.fealtd.com SOLICITORS Blake Dawson ABN 75 304 286 095 Level 26, 181 Williams Street Melbourne VIC 3000 McMahon Clarke Legal ABN 29 832 978 575 62 Charlotte Street Brisbane QLD 4000 INDEPENDENT FORESTRY CONSULTANT DIRECTORS Anthony Maxwell Cannon (Chairman) Gavin Wilson Wright Michael John Williams Kerry Christopher Harvey Duncan PARENT COMPANY, MANAGER AND FINANCIER Forest Enterprises Australia Limited ABN 47 009 553 548 233B Charles Street Launceston TAS 7250 CUSTODIAN Forest Enterprises Australia Limited ABN 47 009 553 548 233B Charles Street Launceston TAS 7250 Van Diemen Forestry Consultants Pty Ltd ACN 009 577 842 212 Union Road Surrey Hills VIC 3127 AUDITORS OF THE PROJECT AND THE RESPONSIBLE ENTITY Pitcher Partners Level 19, 15 William Street Melbourne VIC 3000 AUDITOR OF THE COMPLIANCE PLAN Pitcher Partners Level 19, 15 William Street Melbourne VIC 3000 FEA PLANTATIONS PROJECT 2009 I PRODUCT DISCLOSURE STATEMENT PAGE 71 ® ® ® FEA Plantations Limited ABN: 44 055 969 429 AFSL No: 243 515 Registered Office 233B Charles Street, Launceston TAS 7250 PO Box 733, Launceston TAS 7250 Telephone: (03) 6334 7811 Facsimile: (03) 6331 5047 Freecall: 1800 600 009 Email: marketing@fealtd.com Web: www.fealtd.com FEA Plantations Limited ABN 44 055 969 429 (AFS licence 243515) 233B Charles Street, Launceston TAS 7250 Freecall: 1800 600 009 Facsimilie: (03) 6331 5047 Email: marketing@fealtd.com Project 2009 ARSN: 136 438 616 Supplementary Product Disclosure Statement This supplementary product disclosure statement (SPDS) is dated 16 June 2009 and is supplementary to the product disclosure statement dated 7 May 2009 (PDS), issued by FEA Plantations Ltd ABN 44 055 969 429 (AFS licence 243515) (FEA Plantations) in relation to the FEA Plantations Project 2009 ARSN 136 438 616 (Project). This SPDS must be read together with the PDS. IMPORTANT NOTICE For an application for FEA Plantations Project 2009 to be accepted after 16 June 2009, the Acknowledgement on page 5 of this SPDS must be signed and returned to our office along with the original application for woodlots. Definitions Terms defined in the PDS have the same meaning when used in this SPDS. The purpose of this SPDS FEA Plantations is issuing this SPDS to provide additional disclosures, as some information in the PDS may have become outdated and changes have occurred. The purpose of this SPDS is to update the relevant information and incorporate new information into the PDS. All information contained in this SPDS is deemed to be included in the PDS. Update on financial position and capacity to meet obligations to establish the plantations In relation to the disclosure of financial position of both FEA Plantations and its parent company Forest Enterprises Australia Limited (FEA), FEA Plantations confirms that the financial statements for FEA, as at 31 December 2008, are included in the PDS for the Project. The table below shows a summary balance sheet statement for FEA Plantations as at 31 December 2008. Prospective Investors should also refer to recent announcements to the Australian Securities Exchange (ASX) made by FEA. These announcements are available at www.fealtd.com FEA PLANTATIONS LIMITED SUMMARY BALANCE SHEET AS AT 31 December 2008 Total Current Assets $41,606,816 Total Non-Current Assets $9,410,366 TOTAL ASSETS $51,017,182 Total Current Liabilities $11,247,884 Total Non-Current Liabilities $186 TOTAL LIABILITIES $11,248,070 NET ASSETS $39,769,112 FEA Plantations’ financial position and that of its parent company, as described in this SPDS, demonstrate FEA’s capacity to meet existing and future obligations to Investors in the Project and all projects previously offered by FEA Plantations. Section 13 (on pages 48 - 51) of the PDS provides background relating to FEA, including specific financial data which was current as at 31 December 2008; as well as historical financial information for the last six financial years. As FEA is an operating company, financial information about FEA and the FEA Group changes on a regular basis. As FEA has recently updated the market in relation to aspects of its financial performance, it is important that prospective Investors are also aware of the following, updated information: • The PDS states that as at 30 June 2008, FEA reported a net profit after tax of $48.1 million. FEA reported a net loss of $4.1 million for the half year to 31 December 2008. 1 FEA Plantations Limited ABN 44 055 969 429 (AFS licence 243515) 233B Charles Street, Launceston TAS 7250 Freecall: 1800 600 009 Facsimilie: (03) 6331 5047 Email: marketing@fealtd.com Project 2009 ARSN: 136 438 616 • Notwithstanding difficulties related to the Global Financial Crisis, credit matters and industry specific matters, FEA recently completed a renegotiation of the terms of its finance facilities with both of its banks. These facilities mature in January 2011, total $245 million (being $235 million cash advance revolving credit and $10 million working capital) and are not fully drawn. • In addition to these corporate bank facilities, FEA has also received commitments from two commercial lenders to provide finance (loans) directly to approved applicants to finance their investment in the Project. These commitments total $95 million and relate to applications accepted up to 30 June 2009. As FEA has traditionally provided the majority of finance to applicants for previous projects itself, this will benefit FEA’s cash-flows. • FEA issued a market update to the ASX on 27 May 2009 which provided an update on various topics including: • Planting obligations arising from FY08 managed forestry investment sales will be fully completed before 30 June 2009. FEA Plantations is also now in a position to disclose that it expects to complete establishment of plantations for all sales in the FEA Plantations “Late Growers” Project 2008 made during FY09. o FEA noted a lack of certainty as to its FY09 revenue and the expected sales of the Project in FY09. If total sales for FY09 dropped from $114.5 million (the amount achieved in FY08) to $60 million (the approximate level achieved in each FY06 and FY07), then FEA estimates a reduction of $7 million of net profit after tax for FY09 (representing approximately 2% of FEA’s net assets as at 31 December 2008). o The land bank currently secured by FEA is sufficient to establish plantations resulting from the equivalent of approximately $60 million in new managed forestry investment sales. As stated on page 33 of the PDS, FEA Plantations is required under its Australian Financial Services Licence (AFSL) to maintain a net tangible asset level and to meet an access to financial resources requirement. These obligations and FEA Plantations’ working capital requirements are formally monitored monthly as part of the procedures FEA Plantations has put in place pursuant to the compliance plans for all projects that it currently or has previously offered. In accordance with the Corporations Act, FEA Plantations’ compliance with the plans is externally audited on an annual basis. Risks Section 8 of the PDS notes various risks involved with the Project, which include general risks of plantation forestry; risks specific to the Project; and other risks. The risks noted on page 33 relating to financial capacity of FEA and/or FEA Plantations should be read in conjunction with this SPDS. Subscription money paid by prospective Investors in the Project is placed into a trust account pending acceptance of the Investors’ applications. Following acceptance of applications, these funds are transferred into the Project account. FEA Plantations subsequently makes payments to FEA to fund the establishment of the plantations for the Project. Most of the costs in establishing the Project plantations are incurred at the commencement of the Project and FEA (as the sub-contracted operator) provides FEA Plantations with regular progress reports on its operational duties. Section 8 of the PDS does not disclose any risks that relate to FEA Plantations’ ability to provide for future harvesting costs, as these are expected to be funded from proceeds received from any purchaser of logs. As set out in the summary of the Wood Purchase Agreement on page 57 of the PDS, timber for the Project will be sold on the stump and the costs of harvesting and delivery will be at the purchaser’s expense. This is in accordance with established industry practices. That is, in standard wood sales, the wood buyer/processor meets all harvest and transport costs, and generally engages contractors at its own cost to fulfil these logistical requirements. Yields of previous projects In the PDS on pages 6-7 and page 17, FEA Plantations has provided details of returns from the first managed forestry investment project planted in 1993 (Tasmanian Forests Trust No 1 ARSN 093 165 210). The harvest of this project was completed in June 2008 and investors received a total harvest return of $16,920 per hectare from Thinning and Clearfall (which is in excess of prospectus projections) with an after-tax IRR of 7.3% per annum. The 1993 project raised approximately $140,000 in investors’ subscription funds with total investments for 44 hectares. Ongoing Lease and Management fees were payable in relation to an investment in this project. The project site was established on two properties in north-east Tasmania which form 2 FEA Plantations Limited ABN 44 055 969 429 (AFS licence 243515) 233B Charles Street, Launceston TAS 7250 Freecall: 1800 600 009 Facsimilie: (03) 6331 5047 Email: marketing@fealtd.com Project 2009 ARSN: 136 438 616 part of a significantly larger land and plantation holding managed by FEA. FEA is now in the position to release pre-harvest inventory data from its second managed forestry investment project planted in 1994 (Tasmanian Forests Trust No 2 ARSN 093 165 505) disclosed in FEA’s Canopy Autumn 2009 newsletter. This project was planted on 158 ha over two properties in north-east Tasmania. Again, these plantations managed on behalf of investors form part of significantly larger land and plantation holdings managed by FEA. The Clearfall harvest of plantations in the 1994 project are scheduled to commence in October 2009 and the net harvest proceeds received by the investors are expected to exceed $17,000 per hectare with an expected post-tax IRR of 6.6% per annum. Clearfall sawlog recovery is estimated at 77% of sawlogs suitable for delivery to FEA’s Bell Bay sawmill for processing into EcoAsh® branded timber. FEA Plantations is satisfied that its preharvest data is sound and accurate and that the expected yields are based on reasonable grounds. The before-tax return takes into account 100% tax-deductibility of investors’ costs but does not include any tax payable on the Harvest Proceeds. The after-tax return takes into account 100% tax-deductibility of investors’ costs and includes all tax payable on Harvest Proceeds. Both calculations are based on top marginal tax rates. Both the first (1993) and second (1994) projects were originally scheduled to be 15 year projects. The first project was harvested at approximately 14.5 years of age and the second is scheduled to be harvested at 15 years of age. FEA Plantations has provided thinning harvest incomes to its investors in its next five (1995 – 1999) projects. However, these do not provide a meaningful indication of total yield and Clearfall harvest incomes because the full area of each plantation could not be thinned for various reasons. It is also difficult for FEA Plantations to make forecasts on the total harvest incomes to be received by investors in these projects with a reasonable basis given the period to final harvest and the number of factors and circumstances beyond FEA Plantations’ control that can intervene and impact on actual net harvest income results. Whilst FEA has an ongoing inventory program and employs highly trained specialists in the forestry sector, there is less statistical confidence the longer the period from harvest that is required to estimate final returns. As the plantations mature and reach a growth stage where useful measurements can be relied upon by using the latest available growth modelling, details are provided in Manager’s Reports to Investors produced on an annual basis. As also stated in the PDS on pages 7 and 17, any reference to past or current performance referred to in the PDS and, therefore, this SPDS must be qualified by noting that past performance is not indicative of future performance and FEA Plantations is not able to guarantee the performance of the plantations established for the Project nor any financial returns to Investors. Effect of current commercial environment for forestry investment products As is the case for all agricultural managed investment schemes, the ongoing viability of the Project is dependent upon numerous factors, including the management ability of the Responsible Entity. The ability of FEA Plantations to manage the Project is dependent on its financial position, which in turn is dependent on the financial position of its parent company, FEA. FEA is a public company listed on the ASX and, as such, is subject to a continuous disclosure regime. In order to confirm the financial position of FEA, potential Investors should consult FEA’s 2008 Annual Report which was lodged with the ASX on 17 October 2008 and is available at www.fealtd.com or free of charge upon request. We suggest investors monitor FEA’s website and ASX’s respective website for up-to-date information on FEA’s financial position as relevant announcements are made. The pie charts below are evidence of FEA shifting its reliance away from a single revenue source of managed forestry investment sales and moving further towards a fully integrated model with diversified revenue streams. In FY2008, sales of managed forestry investments accounted for approximately 50% of FEA’s total revenue, as compared with approximately 64% in FY2006. This percentage figure should continue to decline as FEA grows its Bell Bay saw mill timber processing output. 3 FEA Plantations Limited ABN 44 055 969 429 (AFS licence 243515) 233B Charles Street, Launceston TAS 7250 Freecall: 1800 600 009 Facsimilie: (03) 6331 5047 Email: marketing@fealtd.com Project 2009 ARSN: 136 438 616 2% Interest 4% Annuity 4% Revaluations 17% Revaluations 19% Sale of Timber 18% Sale of Timber 2% Interest 5% Annuity 30% MIS Estab 12% SmartFibre 11% SmartFibre 21% MIS Estab 30% MIS Sales 25% MIS Sales Note: The above charts include FEA’s 50% share of SmartFibre revenue, not separately recognised in FEA’s accounts, as SmartFibre is equity accounted. Since 30 June 2008, the company has reassessed its revenue recognition policy relating to deferred lease and management fees. The charts above have been adjusted to take this into account. Please see note 1(e) of FEA’s FY2009 half year accounts for further details. Please refer to Page 12 FEA’s 2008 Annual Report for a description on the way that MIS revenue is recognised. As FEA is already a diversified company, its FY2009 results will depend on factors other than revenue generated by managed investment schemes operated by FEA Plantations. For example, revaluations of land may have an impact on the overall financial results for FY2009. While FEA does not expect a revaluation increase in the current financial climate, the overall impact this will have on its FY2009 results cannot be quantified prior to receipt of our annual independent land valuation reports, as part of our normal fair value reviews. Consents The directors of FEA Plantations have consented to the issue of this SPDS. Updated information As noted in the PDS, information contained in the PDS may change from time to time. If the change will be materially adverse to the offer, then FEA Plantations will issue a supplementary PDS. However, if the change is not materially adverse, then no supplementary PDS will be issued. Updated information will be available at www.fealtd.com and FEA Plantations will provide you with a hard copy of any updated information upon request. Application Forms An Applicant wishing to apply for interests in the Project should continue to use the Application Form for interests accompanied by the PDS. 4 FEA Plantations Limited ABN 44 055 969 429 (AFS licence 243515) 233B Charles Street, Launceston TAS 7250 Freecall: 1800 600 009 Facsimilie: (03) 6331 5047 Email: marketing@fealtd.com Project 2009 ARSN: 136 438 616 IMPORTANT NOTICE FOR INVESTORS IN FEA PLANTATIONS PROJECT 2009 For an application for FEA Plantations Project 2009 to be accepted after 16 June 2009, the following acknowledgement must be signed and returned to our office along with the original application for woodlots. This acknowledgement must be signed by the same parties who signed the Application Form in the PDS. Acknowledgement — FEA Plantations Project 2009 To: FEA Plantations Ltd I, , hereby acknowledge I have received a copy of the following documents: 1. The original Product Disclosure Statement for the FEA Plantations Project 2009 dated 7 May 2009. 2. The Supplementary Product Disclosure Statement for the FEA Plantations Project 2009 dated 16 June 2009. I confirm I have read both of these documents prior to signing the attached Application Form. Signature Name (please print) Date 5