Notes
Notes Notes
1. The freehold land at Morley is presently owned by The Colonial Mutual Life Assurance Society Limited (“CML”), Coles Myer Limited (“Coles Myer”) and Myer Properties WA Limited (“MPWA”).
2. MPWA is a member of the Coles Myer Group and a subsidiary of Coles Myer.
3. The Coles Myer Group will be undertaking the redevelopment of the Morley Shopping Centre in joint venture with CML through its subsidiary Morley Shopping Centre Pty Ltd (“MSC”).
4. For the purposes of the Morley City Shopping Centre Redevelopment, there will be an equal joint venture between MSC as the Coles Myer Group company, and CML (the “Joint Venture”).
5. For the purposes of the redevelopment, it will be necessary for the following land transfers to take place.
Coles Myer to transfer a half share of the Coles Myer land to CML.
Coles Myer to transfer a half share of the Coles Myer land to MSC.
MPWA to transfer a half share of the MPWA land to CML.
MPWA to transfer a half share of the MPWA land to MSC.
CML to transfer a half share in the CML land to MSC.
6. On completion of the land transfers referred to in note 5, CML and MSC will own the Morley freehold land in equal undivided half shares each.
7. The Government has agreed to the following.
The issue of title to the Joint Venture in respect of the Johnsmith Street Road Reserve. The Joint Venture will pay $200,000.00 to the Government in this regard.
The grant of a 99 year lease at a nominal rental of $100.00 per annum in respect of Reserve 40963 and the adjoining road reserve (the “Russell Street Reserve”).
Under the Stamp Act, the issue of title in respect of the Johnsmith Street Road Reserve and in respect of the Russell Street Reserve, are both exempt from stamp duty in accordance with Item 2(6) of the Third Schedule to the Stamp Act.
8. The Agreement with the Government (the “Government Agreement”) will incorporate reference to the land transactions referred to in note 7. The Government Agreement will also incorporate reference to the other Agreements between the Government and the Joint Venture, including those limiting council and water rates and the refund of stamp duty, together with grants of rights of carriageway and options of purchase. It has been assumed that only nominal duty will be assessed on the Government Agreement and in particular, that no duty will be assessed with regard to the land transactions referred to in note 7, for the reasons set out in note 7.
9. A Joint Venture Agreement will be entered into between CML and MSC concerning the redevelopment and the establishment of the Joint Venture. The Joint Venture Agreement will include reference to the land transfers mentioned in note 5. In addition, the Joint Venture Agreement includes the obligation of MSC to pay to CML the sum of $15,500,000.00. The sum of $15,500,000.00 represents an advance payment of purchase price by MSC to CML for the land referred to in Item 5. If the conditions necessary for the establishment of the Joint Venture are not satisfied CML is obliged to repay the $15,500,000.00 to MSC. The payment of the $15,500,000.00 represents in effect a payment similar to a deposit for the land transfer by CML to MSC under note 5 and the obligation by MSC to repay the sum of $15,500,000.00 represents an obligation similar to an obligation to refund the deposit where a land sale transaction does not proceed. It is assumed that the State Taxation Department will treat these obligations as part of the sale transactions under note 5 and not subject to any other duty. It has been assumed that the Joint Venture Agreement will be assessed for nominal duty and that no duty will be assessed in respect of the land transfers referred to in note 5, as duty will be assessed separately in respect of those transactions. Coles Myer will be a party to the Joint Venture Agreement as guarantor, but it is assumed that as Coles Myer is a party to this Agreement, there will be no separate assessment in respect of the guarantee.
10. Under Section 75AF of the Stamp Act where transactions arise, from or substantially from one transaction or one series of transactions, those transactions are treated as one for the calculation of duty.
11. On the assumption that the State Taxation Department will accept that the purchase price agreed to be paid on the land transfers referred to in note 5, are as set out below, and on the basis as set out above, it is calculated that total duty will be assessed in respect of the transactions necessary to establish the Joint Venture in the total sum of $1,437,594.00, as below.
12. For the purpose of assessment of duty, no account has been made of copies of documents which are subject to duty at $2.00 each. References below to item numbers are to item numbers in the Second Schedule to the Stamp Act.
Document/ Transfer | Parties | Consideration/ Purchase Price (If applicable) | Item for Calculation of Duty | Duty |
Contract of Sale/Transfer | Coles Myer/CML | $4,059,174.00 | 4 | $168,041.00 |
Contract of Sale/Transfer | Coles Myer/MSC | $4,059,174.00 | 4 | $172,516.00 |
Contract of Sale/Transfer | MPWA/CML | $2,584,376.00 | 4 | $109,837.00 |
Contract of Sale/Transfer | MPWA/MSC | $2,584,376.00 | 4 | $109,837.00 |
Contract of Sale/Transfer | CML/MSC | $20,643,550.00 | 4 | $877,353.00 |
Agreement | State of Western Australia, CML, MSC | Deed | 8 | $5.00 |
Joint Venture Agreement | MSC, CML, Coles Myer | Deed | 8 | $5.00 |
$1,437,594.00 |
EXECUTED by the parties.
Signed for and behalf of The State of Western Australia by THE HONOURABLE CARMEN MARY LAWRENCE MLA C. M. SHERVINGTON ________________________________________________________ Witness 197 St. George’s Tce., Perth _______________________________________________________ Address Public Servant _______________________________________________________ Occupation | ) ) ) ) | CARMEN LAWRENCE |
THE COMMON SEAL of MORLEY SHOPPING CENTRE PTY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: P. G. ALLARD Director ________________________________________________________ Name (please print) | ) ) ) ) | D. G. GRIEG Director/Secretary _______________________________________________ Name (please print) |
THE COMMON SEAL of THE COLONIAL MUTUAL LIFE ASSURANCE SOCIETY LIMITED was hereunto affixed in accordance with its Articles of Association in the presence of: D. S. ADAM ______________________________________________________ Director ________________________________________________________ Name (please print) | ) ) ) ) ) | C. J. STOTT Director/Secretary ______________________________________________ Name (please print) |
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