GMT Corporatisation and Stapled Structure Proposal
nzx release+
GMT Corporatisation and Stapled Structure Proposal
Date 27 February 2026
Release Immediate
Further to the announcement of 17 February 2026, Goodman Property Services (NZ) Limited
(“GPS”) is pleased to announce the proposal for the corporatisation of Goodman Property Trust
(“GMT” or the “Trust”) and the move to a stapled structure for the business.
In order to give effect to the corporatisation and stapling proposal, Unitholder approval by an
Extraordinary Resolution is being sought. The Special Meeting of GMT’s Unitholders is to be held
at Pipiri Lane, 124 Halsey Street, Wynyard Quarter, Auckland on Tuesday, 31 March 2026, at
1:00 pm. The meeting will have a hybrid format and John Dakin will be appointed to act as Chair.
The live webcast will be able to be accessed from: https://meetnow.global/nz.
The corporatisation and stapled structure proposal is fully described in the Notice of Special
Meeting and Explanatory Notes. A Product Disclosure Statement has also been provided in respect
of the offer of shares in Goodman New Zealand Limited and Goodman Property Services (NZ)
Limited. These documents provide important information to help Unitholders decide whether to
approve the transactions described in the Notice of Special Meeting and Explanatory Notes.
These documents will be sent to Unitholders and have also been provided to NZX, together with
the Voting and Proxy Form.
Given the importance of the matters to be considered and voted on at the meeting, we encourage
all Unitholders to participate, either by attending in person or by appointing a proxy. To be effective,
a completed proxy form (or online proxy appointment) must be received by Computershare Investor
Services Limited by 1:00pm (NZ time) on Sunday 29 March 2026.
If the Extraordinary Resolution is approved by Unitholders and subject to the conditions referred
to in the Notice of Special Meeting and Explanatory Notes being satisfied, GMT will change from
a unit trust structure to a stapled structure comprising two companies, one which will hold passive
real estate (as GMT does now) and the other which will pursue more active investment
opportunities and provide funds management services.
Unitholders’ underlying property investments will remain unchanged. Investors’ ownership will be
of shares in Goodman New Zealand Limited and Goodman Property Services (NZ) Limited (the
current manager of GMT), that are permanently linked (“stapled”) and trade together as one
combined security on the NZX under a single ticker code, “GNZ”.
The Directors unanimously believe this transaction is in the best interests of Unitholders and will
bring both immediate and long-term benefits to our business. It provides an appropriate structure
that will facilitate the delivery of an active business strategy focused on sustainable earnings
growth.
This proposal will require approval of Goodman+Bond holders. GMT Bond Issuer Limited has
convened a meeting of Holders of Bonds to consider and, if thought fit, pass Special Resolutions
to approve certain amendments to the Bond Documents for each Series of Bonds. The Notice of
Meeting and other relevant information booklet will be sent to Goodman+Bond holders and has
been provided to the NZX under GMT Bond Issuer Limited’s ticker code GMB.
For further information, please contact:
John Dakin
Chair
Goodman Property Services (NZ) Limited
(09) 375 6063
James Spence Andy Eakin
Chief Executive Officer Chief Financial Officer
Goodman Property Services (NZ) Limited Goodman Property Services (NZ) Limited
(09) 903 3269 (09) 375 6077
Attachments provided to NZX:
1. Corporatisation and Stapled Structure Proposal Announcement
2. Goodman Property Trust Notice of Meeting and Explanatory Notes
3. Goodman New Zealand Limited and Goodman Property Services (NZ) Limited Product
Disclosure Statement
4. Voting and Proxy Form
5. Unitholder Covering Letter
About Goodman Property Trust:
GMT is a managed investment scheme, listed on the NZX. It has a market capitalisation of around $3.0 billion, ranking it in the top 25
of all listed investment entities. GMT’s extensive warehouse and logistics portfolio provides essential supply chain infrastructure for
more than 200 customers. GMT holds an investment grade credit rating of BBB from S&P Global Ratings.
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NOTICE OF
SPECIAL MEETING
AND EXPLANATORY NOTES
Goodman Property Trust
27 February 2026
A special meeting of Unitholders of Goodman Property
Trust will be held at Pipiri Lane, 124 Halsey Street,
Wynyard Quarter, Auckland on Tuesday, 31 March 2026,
at 1:00pm.
CONTENTS
This is an important document. Please read it carefully.
If you are in doubt as to anything contained in this document, you
should seek advice from your financial, taxation or legal adviser.
This Notice of Meeting has been submitted to NZ RegCo in
accordance with Listing Rule 7.1.1 and NZ RegCo has provided
written confirmation that it does not object to this Notice of
Meeting. However, NZ RegCo accepts no responsibility for
any statement in this Notice of Meeting.
Capitalised terms used in this document have the meaning
in the Glossary. All references to time in this Notice Meeting
are to New Zealand Standard Time (unless the context
requires otherwise).
LETTER FROM
THE CHAIR
4 –7
NOTICE OF MEETING
Agenda 8
Meeting Information 9
EXPLANATORY
NOTES
11– 36
PART 1:
Details of the Transaction 11
PA RT 2:
Key Dates 27
PA RT 3:
The new Corporatised and Stapled Group 28
PA RT 4:
Comparison between status quo
and new structure 31
PA RT 5:
Risks and disadvantages 40
SCHEDULE 1
Summary of Constitutions
and Stapling Deed 42
SCHEDULE 2
Summary of FMA Exemptions
and NZX Waivers and Rulings 44
SCHEDULE 3
Information for Unitholders in Eligible
Jurisdictions outside of New Zealand 47
SCHEDULE 4
Letter from Covenant Trustee
Services Limited 51
GLOSSARY 52
DIRECTORY 54
2
Forward-looking statements
This Notice of Meeting contains certain forward-looking
statements, which are subject to risks (both known and
unknown), uncertainties, assumptions and other important
factors that could cause the actual conduct, results,
performance or achievements of Goodman Property
Services (NZ) Limited (“GPS”) and Goodman New
Zealand Limited (“GNZL”) to be materially different from
the outcomes reasonably expected by GPS and GNZL at
the time of this Notice of Meeting. Deviations as to future
conduct, market conditions, results, performance and
achievements are normal and are to be expected.
Forward-looking statements generally may be identified
by the use of forward-looking words such as ‘aim’,
‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’,
‘foresee’, ‘future’, ‘intend’, ‘likely’, ‘may’, ‘outlook’, ‘planned’,
‘potential’, ‘projection’, ‘should’ or other similar words.
None of GPS, GNZL, their directors or any other person
gives any representation, assurance or guarantee that
the occurrence of the events expressed or implied in
any forward-looking statements in this Notice of Meeting
will actually occur. You are cautioned against relying on
any such forward-looking statements. Forward-looking
statements may refer to any information relating to the
future, including (but not limited to) opinions, forecasts,
estimates, projections, business plans or strategies, budget
information or other future or prospective information.
No advice
The information provided in this Notice of Meeting does
not constitute financial product or investment advice.
This Notice of Meeting has been prepared without
reference to the particular investment objectives, financial
situation, taxation position and particular needs of individual
Unitholders. It is important that Unitholders read this Notice
of Meeting in its entirety before making any decision on
how to vote in respect of the Extraordinary Resolution to
approve the Transaction. Unitholders in any doubt in relation
to these matters should consult their investment, financial,
taxation or other professional adviser.
3
Goodman Property Trust
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Notice of Special Meeting and Explanatory Notes
|
27 February 2026
LETTER FROM
THE CHAIR
Dear Unitholder,
On behalf of my fellow Directors, I am pleased
to invite you to a special meeting of Goodman
Property Trust (“GMT” or the “Tr u s t”)
Unitholders to be held on 31 March 2026.
This is an important meeting to seek your
approval to a corporatisation and stapling
transaction that will provide a corporate
structure for the business and positions us to
pursue new growth opportunities. I encourage
you to support the proposed changes to
a corporatised and stapled structure and
welcome any questions you may have.
This document provides details of the transaction and the
meeting, including the Extraordinary Resolution to effect
the proposed structural changes. It also outlines what you
need to do should you support the proposed changes and
decide to vote in favour of the Extraordinary Resolution.
Why we are proposing this change
In 2024, we successfully completed the internalisation of GMT,
bringing our management in-house to strengthen alignment and set
the Trust up for the next phase of its business growth. Internalisation
has delivered significant benefits to the business, facilitating a
broadening in our investment strategy by enabling the establishment
of a new property funds management business and reducing
operating costs.
As outlined in our financial year 2026 interim results, we have been
actively considering the corporatisation of the Trust and a move to
a stapled structure. Given GMT’s strategic direction, growth in its
property funds management platform and a greater level of active
investment opportunities, the proposed structure is the most effective
framework to support the delivery of our long-term investment
strategy while retaining Portfolio Investment Entity (“PIE”) status for
the investment property portion of the business.
If the proposed corporatisation and stapling transaction does not
proceed, GMT will continue to operate under its current trust structure
which will restrict certain strategic opportunities and constrain
our ability to advance income diversification and further enhance
earnings growth.
We believe moving to a corporatised and stapled structure is in the
best interests of our business and for you, our investors.
John Dakin
Chair
4
WHAT DOES
CORPORATISATION
AND STAPLING MEAN?
Corporatisation means changing GMT from
a unit trust structure to a company structure.
Most other businesses listed on the NZX have
a company structure.
Stapling means permanently linking two separate
companies together, so their shares are combined
as a single investment. We propose to have two
companies: one which will hold passive real estate
(as GMT does now) and the other which will pursue
more active investment opportunities and provide
funds management services.
CURRENT STRUCTURE
POST TRANSACTION STRUCTURE
WHAT CHANGES FOR YOU?
Your underlying investment remains
unchanged. We will continue to
focus on delivery of well-located
and sustainable warehouse and
logistics property for customers
in the Auckland industrial market.
If the transaction is approved, instead of owning units in
GMT, you will own shares in two companies (Goodman
New Zealand Limited and Goodman Property Services
(NZ) Limited) that are permanently linked (“stapled”)
and trade together as one security.
The stapled shares will trade on the NZX under a single
ticker code, “GNZ”, as one combined security. Your
investment value and substance remain the same. In
New Zealand, both Stride Property Group and Precinct
Properties have adopted a similar stapled structure, which
is also commonly used in the ASX listed property sector.
Goodman Property Trust
Goodman New Zealand
Limited
KEY
●● PIE side
●● Non-PIE side
Unitholders
Shareholders
Property Owning
Subsidiaries
Goodman Property
Services (NZ) Limited
Goodman Property
Services (NZ) Limited
Passive property
subsidiaries
Active investment
subsidiaries
GMT Shareholder Nominee Limited
(a subsidiary of Public Trust)
Power to direct
Manager
Stapled Securities listed on NZX Main
Board under a single ticker code (GNZ)
Units listed on NZX Main
Board under ticker code GMT
Goodman Property Trust
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Notice of Special Meeting and Explanatory Notes
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27 February 2026
5
Key benefits of corporatisation and stapling
+Provides GMT with a corporate structure;
+Positions our business to pursue new growth and
active investment opportunities through a separate
company (such as acquiring assets for resale,
undertaking develop-to-sell projects, or engaging
in land subdivision);
+Facilitates further growth in our property funds
management business;
+Retains PIE tax status by holding our passive
real estate investments in a separate company
(Goodman New Zealand Limited);
+Maintains tax benefits for investors with dividends
from property ownership activities (which will
continue to receive tax-advantaged treatment as
a PIE distribution
1
) and new property and property
fund management and development activities
(which will be taxed as an ordinary dividend
2
); and
+Removes Trust Deed and FMC Act restrictions
and streamlines governance and compliance
processes, with corresponding cost savings.
Importance of GMT’s PIE status
GMT currently has PIE status, which provides important
tax benefits. Under the PIE regime, eligible New Zealand
investors benefit from the tax payable on distributions
being effectively capped at 28% irrespective of
their personal tax rate. GMT is also able to pay out to
investors any capital gains or untaxed income free of
New Zealand tax.
With GMT broadening its investment strategy to include
more active property investments and the targeting of
wider opportunities, it is expected that it will generate
income and hold investments that include both
qualifying (generally passive income) and non-qualifying
(generally active income) components under the Income
Tax Act for PIE purposes. If these opportunities were
pursued under the current structure, this would mean
losing the valuable tax benefits of GMT’s PIE status.
What you need to do
This Notice of Special Meeting and Explanatory
Notes contains important information. You should
read it carefully as part of your consideration of
the Extraordinary Resolution. Unitholders should
specifically refer to Part 1: Details of the Transaction,
Part 4: Comparison between the status quo and the
new structure and Part 5: Risks and disadvantages.
The Special Meeting of GMT’s Unitholders is to be
held at Pipiri Lane, Wynyard Quarter, Auckland on
31 March 2026, at 1:00pm. The meeting will have a
hybrid format and I will be appointed to act as Chair.
The live webcast can be accessed from:
https://meetnow.global/nz.
Please refer to the Virtual Meeting Guide available at
https://www.computershare.com/nz-vm-guide
for more information.
Given the importance of the matters to be voted on at the
meeting, Unitholders are encouraged to attend and vote at
the meeting or appoint a proxy. The Voting and Proxy Form
included with this document contains further information.
Should you have any questions regarding the meeting
format or voting, please call our registry information line
on +64 9 488 8777 or 0800 359 999.
Should you have any questions on the Extraordinary
Resolution or any other aspect of the corporatisation and
stapling transaction, please call our investor advisory line
on 0800 292 981 or +61 3 9415 4037 from outside
New Zealand.
Our unanimous recommendation
The Directors unanimously believe this
transaction is in the best interests of
investors and will bring both immediate
and long-term benefits to our business.
It provides an appropriate structure
that will facilitate the delivery of an
active business strategy focused on
sustainable earnings growth. We strongly
recommend that investors vote in
favour of the Extraordinary Resolution
to ensure these benefits are realised.
If you do not plan to attend the Meeting, you may appoint
a proxy to vote on your behalf. The proxy does not need
to be a Unitholder. To appoint the Chair or any Director
as your proxy, please complete and return the Voting and
Proxy Form with your instructions or complete the proxy
voting process online by 1:00pm on 29 March 2026.
On behalf of the Board, we would like to take the
opportunity to thank you for your ongoing support and
encourage you to vote in favour of the proposed changes
to a corporatised and stapled structure.
We look forward to welcoming you at the meeting.
Yours faithfully,
John Dakin – Chair
1
Investors’ New Zealand tax is effectively capped at
28% even if they have a 33% or 39% personal tax rate.
2
Investors’ New Zealand tax will be charged at their top
personal tax rate which could be as high as 39%.
6
Stanley Black & Decker, Highbrook Business Park
7
Goodman Property Trust
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Notice of Special Meeting and Explanatory Notes
|
27 February 2026
Notice is hereby given that a special meeting of Unitholders
will be held at Pipiri Lane, 124 Halsey Street, Wynyard Quarter,
Auckland on 31 March 2026, commencing at 1:00pm.
AGENDA
1. Presentations
2. Resolution
To consider and, if thought fit, pass the following as an Extraordinary Resolution:
(a) That GPS, the Supervisor and GMT Shareholder are authorised:
(i) to do everything necessary or desirable to enter into and give effect to the
Transaction on such terms (being consistent in all material respects with
those described in paragraph 2.2 of Part 1 of the Explanatory Notes) as
GPS, the Supervisor and GMT Shareholder consider appropriate; and
(ii) to make the amendments to the Trust Deed shown in paragraph 4.2 of
Part 1 of the Explanatory Notes,
and the Transaction is approved for all relevant purposes of Listing Rules 4.14.1(d)
a n d 5.1.1( b) .
(b) That the Supervisor is directed pursuant to section 153(2)(b) of the FMC Act and
clause 24.38(a) and clause 24.40 of the Trust Deed, and the GMT Shareholder
is directed pursuant to clause 24.39(b) of the Trust Deed and clause 4.1 of the
Shareholding Deed, to do everything referred to in Resolution (a), including, without
limitation, to (as applicable):
(i) effect the Share Split as described under paragraphs 2.2(f ) of Part 1 of the
Explanatory Notes;
(ii) effect the Stapling and distribution of the Stapled Securities as described
under paragraphs 2.2(g) and 2.2(h) of Part 1 of the Explanatory Notes;
(iii) enter into and perform its obligations under the documents to which it is to
be party as described in the Explanatory Notes and all other documents
necessary or desirable to give effect to the Transaction;
(iv) vote its rights in respect of the shares in GPS to effect the revocation of
the constitution of GPS and the adoption of a replacement constitution
in the form described in Schedule 1 of this Notice of Meeting and signed
by the Chair for the purposes of identification to take effect on and from
Completion; and
(v) terminate the Shareholding Deed on Completion.
(c) That the transfer of the Receivable to GMT Shareholder as part of the
Transaction described under paragraph 2.2(c) of Part 1 of the Explanatory Notes
is approved.
(d) Subject to Completion, the cancellation of GMT’s registration as a registered
scheme under the FMC Act is approved for the purposes of section 195(1)(c)(i)
of the FMC Act and the termination of the Trust is approved for the purposes of
clause 27 of the Trust Deed.
The directors of GPS recommend you vote in favour of the Resolution.
Further information relating to the Resolution is set out in the Explanatory Notes section of this
Notice of Meeting.
A description of the voting requirements is set out on page 9. There are no Unitholders who
are restricted from voting on the Resolution.
John Dakin – Chair David Gibson – Independent Director and Deputy Chair
NOTICE OF MEETING
8
MEETING INFORMATION
Time and Date
31 March 2026, commencing at 1:00pm.
Meeting type
Hybrid meeting, with Unitholders able to attend and participate either in person or through a live online webcast.
Please refer to the Virtual Meeting Guide available at https://www.computershare.com/nz-vm-guide for more
information on attending the Meeting online.
Venue
Pipiri Lane, 124 Halsey Street, Wynyard Quarter, Auckland.
Transport / Parking
As the Meeting is being held at an inner-city venue, we encourage the use of public transport to and from
the Meeting.
Should you wish to travel by private vehicle, the closest parking to the venue is located at Wynyard Car Park
on Packenham Street West, Wynyard Quarter.
The Resolution and voting requirements
The Resolution is required to be passed as an Extraordinary Resolution. In order for an Extraordinary Resolution
to be passed, it must be approved by Unitholders holding Units with a combined value of no less than 75% of
the value of the Units of GMT held by those Unitholders who are entitled to vote and vote on the Resolution, in
person or by proxy. There are no Unitholders who are restricted from voting on the Resolution.
The quorum necessary for a meeting at which an Extraordinary Resolution is to be proposed is present if
Unitholders or their proxies, attorneys or representatives are present or have cast votes who hold Units with
a combined value of no less than 25% of the value of the Units held by those persons entitled to vote.
Attendance and voting rights
Every Unitholder or that Unitholder’s proxy, attorney or representative, is entitled to attend the Meeting.
Unitholders for this purpose will be determined from GMT’s unit register at the close of the day prior to the
day on which this Notice of Meeting was sent, being 26 February 2026.
Voting will be by way of a poll. On a poll, each Unitholder has one vote for each Unit.
If you are attending the Meeting and voting in more than one capacity (eg also as proxy, attorney or
representative for one or more other Unitholders) you must fill out separate voting papers in respect of each
capacity in which you vote.
Proxies
A Unitholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote instead
of that Unitholder. A proxy need not be a Unitholder.
A Unitholder may appoint the chair of the Meeting, or another person, to act as proxy. A proxy form is enclosed.
If a representative of the Supervisor is appointed to act as proxy and is not directed how to vote, they
will vote in favour of the Resolution referred to in this Notice of Meeting.
A Unitholder wishing to appoint a proxy should complete the enclosed proxy form. All joint holders should sign
the proxy form.
A proxy granted by a company must be signed by a duly authorised officer or attorney.
If the proxy is signed under a power of attorney or other authority, that power of attorney or other authority or
a notarially certified copy of that power of attorney or authority and a completed certificate of non-revocation,
must accompany the proxy form (unless previously provided to the Registrar).
Completed proxy forms (and any powers of attorney or other authorities) can be mailed or delivered to
the Registrar, Computershare Investor Services Limited, or can be completed electronically. Completed
proxy forms and supporting documents must be received by the Registrar by no later than 1:00pm on
29 March 2026 (being 48 hours before the Meeting).
Goodman Property Trust
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Notice of Special Meeting and Explanatory Notes
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2
7 February
2026
9
EXPLANATORY
NOTES
10
PART 1:
DETAILS OF THE TRANSACTION
1. Description of the Corporatisation and Stapling Proposal
Background to the Transaction
1.1 Unitholders are being asked to approve the Transaction. The detailed steps involved in the Transaction
are set out in Section 2 of Part 1 of the Explanatory Notes. These steps include the corporatisation
of GMT and the stapling of shares in GPS and GNZL. The corporatisation and stapling processes
are described in more detail below. A corporate structure is the more common structure for listed
property groups in New Zealand.
1.2 The Transaction will provide the Stapled Group with a modern corporate structure and position the
business to pursue new growth and active investment opportunities alongside its passive property
investment activities. GPS will carry out the property funds management business and other active
investment activities, and will be separate from GNZL’s property ownership business which will
maintain its existing PIE status. This will support the Stapled Group to deliver the long-term investment
strategy of the business while ensuring GNZL’s PIE status is retained for its passive property
investments.
Corporatisation
1.3 Unitholders are asked to consider a proposal under which GNZL will replace GMT as a corporatised
version of GMT. That process is referred to in this document as “Corporatisation”.
1.4 At the special meeting of GMT held on 26 March 2024, Unitholders approved the Internalisation. The
effect of Internalisation is that management of GMT is now provided on a cost recovery basis by GPS,
rather than by a third party which seeks to make a profit from managing GMT. However, GMT remains
a managed investment scheme governed by the FMC Act. This means, amongst other things, that
GMT is required to have a separate licensed supervisor. A shareholding trustee is also required to hold
the shares in GPS.
1.5 Following Corporatisation, Unitholders will become shareholders in both GPS and GNZL. The
Corporatisation will be more efficient in the long-term, as GMT will cease to operate as a managed
investment scheme and will not require an independent supervisor or a licensed manager. Unitholders
should also note that the Corporatisation removes the supervisory oversight provided by the Supervisor.
Stapling
1.6 As part of the Transaction, Unitholders are being asked to consider a proposal to staple the shares of
GPS and GNZL. That process is referred to in this document as “Stapling”.
1 .7 Securities that are “stapled” are contractually and constitutionally bound together such that they
cannot be separated. The key effect of Stapling is that GPS Shares can only be transferred if the
corresponding number of GNZL Shares to which the GPS Shares are Stapled are also transferred
(and vice versa).
1.8 If the Transaction is approved by Unitholders, Unitholders (other than Ineligible Holders) will receive
Stapled Securities and each Stapled Security would form a single saleable security that would trade
on the NZX Main Board under a single ticker code, “GNZ”. The effect is that the GPS Shares and GNZL
Shares would only be able to be traded together. As such, the Stapled Securities should be viewed as
a single security in a single group (although comprised of two sets of shares in two different corporate
entities). The NZX has granted GMT a waiver from Listing Rule 2.10.1 in respect of the Transaction
(the “Transaction Waiver”), and has also agreed to grant the Stapled Group standing waivers and
rulings in respect of the Listing Rules to allow the Stapled Group to operate as intended following
Completion (the “Standing Waivers”, and together with the Transaction Waiver, the “NZX Waivers
and Rulings”). The details and conditions of the NZX Waivers and Rulings are discussed in Schedule 2.
Goodman Property Trust
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Notice of Special Meeting and Explanatory Notes
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2
7 February
2026
11
1.9 While Stapling applies:
(a) The number of GPS Shares and GNZL Shares on issue must, at all times, be the same.
(b) If further GPS Shares or GNZL Shares are issued, they must be issued with a corresponding
number of GNZL Shares or GPS Shares, as applicable.
(c) If GPS Shares or GNZL Shares are bought back or cancelled, a corresponding number of
GNZL Shares or GPS Shares, as applicable, must be bought back or cancelled from the same
shareholder(s).
(d) No transfer of any GPS Shares or GNZL Shares can be registered unless there is a
corresponding transfer from the same shareholder of the same number of GNZL Shares or GPS
Shares, as applicable.
1.10 Stapling would not affect the rights attaching to each of the GPS and GNZL Shares under the
Companies Act. Relevantly for shareholders, the votes attached to:
(a) GPS Shares may only be exercised in respect of resolutions of GPS and may not be exercised in
respect of resolutions of GNZL.
(b) GNZL Shares may only be exercised in respect of resolutions of GNZL and may not be exercised
in respect of resolutions of GPS.
However, as shareholders would hold both GPS Shares and GNZL Shares, they will in effect be able
to participate in and vote at meetings of both GPS and GNZL in their capacity as a shareholder of
each company.
1.11 The practical impacts of a shareholder holding a Stapled Security include that:
(a) Each shareholder will be a shareholder in both GPS and GNZL.
(b) In order to dispose of GPS Shares or GNZL Shares, the corresponding number of GNZL Shares
or GPS Shares, as applicable, would also need to be transferred to the same transferee.
(c) Market disclosures via NZX may be made in respect of the Stapled Securities, but GPS and
GNZL will continue to be obliged to make announcements under the Listing Rules according
to the nature of the disclosure (eg announcements about the declaration of a dividend or the
passing of a resolution at a meeting of shareholders would be made by the relevant company).
(d) The only quoted price of GPS Shares and GNZL Shares on the NZX Main Board will be the
quoted price for Stapled Securities.
(e) The materiality of “Material Information” for continuous disclosure purposes under the Listing
Rules will be assessed against the potential effect on the price of Stapled Securities, as there will
not be a separate quoted price available for each of the GPS Shares and the GNZL Shares.
(f ) Under an exemption from the FMA that has been granted, group financial statements would be
prepared and published in respect of the Stapled Group rather than separate group financial
statements for GNZL and separate financial statements for GPS.
(g) A holder of a Stapled Security would be entitled to attend, or vote by proxy at, the separate
meetings of shareholders of each of GPS and GNZL. For some transactions involving the Stapled
Group (eg an issuance of shares being made with shareholder approval under the Listing Rules),
resolutions might be required from the shareholders of each of GPS and GNZL in respect of the
same matter. In that case, the relevant transaction will only be able to proceed if shareholders of
both GPS and GNZL approve the respective resolutions.
1.12 Shareholders would separately be entitled to receive:
(a) any dividends or other distribution in respect of GPS Shares based only upon their holding of
GPS Shares; and
(b) any dividends or other distribution in respect of GNZL Shares based only upon their holding of
GNZL Shares.
EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
12
1.13 Distributions of GPS and GNZL would be separate, reflecting the fact that GPS and GNZL are
separate legal entities. The treatment of the respective distributions from GPS and GNZL under
New Zealand tax law will reflect each company’s individual tax status. In summary:
(a) GPS will be an ordinary company for New Zealand tax purposes. Withholding taxes (ie resident
withholding tax and non-resident withholding tax, as appropriate) may be deducted from
dividends and other distributions to shareholders in GPS. New Zealand resident holders of GPS
Shares may have additional tax to pay on dividends from GPS if they have a personal tax rate
higher than the company tax rate.
(b) GNZL will be a listed PIE for New Zealand tax purposes. Dividends and other distributions to
shareholders in GNZL may be excluded from New Zealand tax, with the consequence that tax is
effectively capped at 28% on the underlying taxable income of GNZL. Capital gains (if any) and
untaxed income (eg due to tax depreciation) of GNZL may be distributed tax free to holders of
GNZL Shares.
1.14 In addition to the returns that shareholders, as holders of Stapled Securities, would receive from
the dividends or other distributions received in respect of their GPS and GNZL Shares, they would
also receive returns from any increase in value of the Stapled Security on the NZX Main Board from
acquisition to disposal of the Stapled Security.
1.15 However, there is no guarantee that dividends or other distributions will be made in respect of the GPS
and GNZL Shares, and shareholders may suffer a loss if they dispose their Stapled Securities at a
price lower than the price at which they acquired the Stapled Securities.
Implications of the Transaction
1.16 The Transaction will deliver the following tangible benefits for investors:
(a) GMT is a listed PIE under the Income Tax Act. This regime benefits certain New Zealand
investors as dividends received can be excluded from their tax returns, and their tax rate is
effectively capped at 28%, compared with a tax rate of up to 39% on distribution of profits by
an ordinary company. To maintain PIE status, GMT must continue to satisfy all the PIE eligibility
requirements on an ongoing basis. GMT now has income and investments that are classified as
both qualifying and non-qualifying for the purposes of PIE eligibility as set out under the Income
Tax Act. Moving to a Stapled structure under the Transaction will allow for additional future
growth while ensuring investors retain the tax benefits available under New Zealand’s PIE regime
by GNZL being a listed PIE.
(b) The Transaction will assist us to pursue our strategy to leverage income diversification and
earnings growth by pursuing active investment opportunities, alongside our passive property
investments. The Transaction will ensure the fees generated through our capital partnerships and
more active investment activities combined with our operational businesses will benefit investors
without adversely affecting the PIE treatment that investors receive from our property ownership
business. Further details are set out in Section 8 of Part 1 of the Explanatory Notes.
(c) There will no longer be a separate licensed supervisor and licensed manager of GMT as required
by the FMC Act.
(d) The fees and associated expenses payable to the Supervisor and GMT Shareholder will no
longer be payable:
(i) The Supervisor is entitled to be paid a fee (including in respect of any matters of a non-
routine nature) and to be reimbursed for costs and expenses incurred in acting as Supervisor.
In the financial year ended 31 March 2025, the Supervisor fee amounted to $517,008. In
the six months to 30 September 2025, the Supervisor fee amounted to $256,955. Because
there will no longer be a need for a supervisor under the FMC Act, it will not be necessary for
this fee and associated expenses to be paid to the Supervisor in that capacity.
(ii) The shares in GPS are currently held by GMT Shareholder. GMT Shareholder is currently
paid a fee of $15,330 per annum, subject to annual CPI adjustment. Supplementary fees
are also payable to GMT Shareholder, on a time and attendance basis, for any matters of a
non-routine nature or outside the scope of the Shareholding Deed. GMT Shareholder is also
entitled to be reimbursed for any legal costs and expenses incurred. Because there will no
longer be a need for an external shareholder of GPS, it will not be necessary for this fee and
associated expenses to be paid to GMT Shareholder in that capacity.
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EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
(e) GPS will no longer be required to be licensed to act as a manager of a registered scheme under
the FMC Act. It will therefore no longer be necessary for GPS to pay the FMA levies that apply
to it as a licensed manager, which are currently $205,000 per annum and which GPS recovers
from GMT.
(f ) GPS and GNZL will be subject to the Takeovers Code, and the shareholders will enjoy the
protections of the Takeovers Code. The Takeovers Code is generally regarded as providing a
greater degree of protection and participation for minority shareholders in a takeover than under
the Listing Rules. In addition, under the Takeovers Code, a company is entitled to recover its
costs in respect of a takeover offer made for the company.
1 .17 A more detailed review of the principal differences between GMT (as a managed investment scheme)
and GPS and GNZL (as companies) is set out in Part 4 of the Explanatory Notes.
1.18 The risks and potential disadvantages associated with the Transaction are set out in Part 5 of these
Explanatory Notes.
2. Transaction Structure
Key Steps
2.1 The Transaction involves the corporatisation of GMT, through moving the business of GMT from a
trust structure governed by the Trust Deed and the FMC Act to a company structure governed by the
Companies Act, under which GPS would undertake the property and funds management business
and other active investment activities and GNZL would undertake the property ownership business,
and the contemporaneous stapling of the securities of GPS and GNZL.
2.2 If the Resolution is approved and the other conditions set out in Section 5 of Part 1 of the Explanatory
Notes are satisfied, the key steps to effect the Corporatisation and Stapling are set out below. The key
steps will occur in the order set out below, but taking effect contemporaneously (other than Step 1
and any sale by the Sale Agent of the Stapled Securities through the on market sale facility referred to
in Step 7).
STEP 1 : GNZL and GNZ Finco are incorporated
(a) GNZL is incorporated as a subsidiary of GMT Shareholder. The GNZL Shares will be held
by GMT Shareholder. GNZ Finco is incorporated as a subsidiary of GNZL. This step has
already been implemented.
STEP 2 : GMT makes distribution to Unitholders
(b) GMT declares a distribution to Unitholders equal to the market value of its shareholding
in Goodman (Highbrook) Limited, Goodman Property Aggregated Limited, GMT Penrose
Limited and Highbrook Limited (together, the “Property Holding Companies”) and
GMT Bond Issuer Limited (“GMB”). The distribution is left as a debt owing from GMT to
Unitholders (“Receivable”).
STEP 3 : Receivable is transferred and GNZL is capitalised
(c) The Receivable is transferred from Unitholders to GMT Shareholder, on the basis that
doing so facilitates the broader arrangement that will ultimately result in them acquiring
Stapled Securities (or, if paragraph 2.2(h)(i) below applies, receiving the proceeds from the
on market sale of their Stapled Securities).
(d) GMT Shareholder transfers the Receivable to GNZL, in exchange for the issue of GNZL
Shares to GMT Shareholder. As a result of this step, the number of GNZL Shares on issue
will be equal to the total number of Units on issue
3
.
3
On 17 February 2026, GPS, as manager of GMT, announced an on-market unit buyback programme. Any units bought back
prior to the end of the trading day on 30 March 2026 will be cancelled upon acquisition. Therefore, the total number of units on
issue in GMT and the total number of GNZL Shares issued at this step will be reduced by the number of units bought back.
14
STEP 4: GMT sells the Property Holding Companies and GMB to GNZL
(e) GMT transfers the shares in the Property Holding Companies and GMB to GNZL at market
value (being the amount of the Receivable) and GNZL pays the purchase price by way of
set-off against the Receivable (which is owing from GMT to GNZL).
STEP 5 : GPS undertakes a share split
(f ) GPS will undertake a share split so that the total number of shares on issue in GPS is equal
to the total number of GNZL Shares (“Share Split”).
STEP 6 : GNZL Shares and GPS Shares are Stapled
(g) GMT Shareholder contractually and constitutionally staples the GNZL Shares and the GPS
Shares (“Stapled Securities”) on a one-for-one basis. The constitution of each of GNZL
and GPS will be replaced with a constitution in a form as described in Schedule 1.
STEP 7: GMT Shareholder transfers Stapled Securities to Unitholders
(h) GMT Shareholder transfers Stapled Securities to Unitholders as follows:
(i) in respect of Unitholders whose addresses are in a jurisdiction other than Australia or
New Zealand or any other Eligible Jurisdictions where compliance with securities law
has been confirmed (“Ineligible Holders”), the Stapled Securities will be transferred
to the Sale Agent, with the Sale Agent selling or procuring the sale of the Stapled
Securities through an on market sale facility; and
(ii) in all other cases, directly to the Unitholders,
on a one Stapled Security for one Unit basis.
(i) The Stapled Securities are quoted on the NZX Main Board under a single ticker code, “GNZ”.
STEP 8 : Redemption and cancellation of Units
(j) Each Unitholder is deemed to have given a redemption notice in respect of all of their Units,
and all Units will be redeemed with no amount payable because, at the time the Units are
redeemed, the Units have no value given the distribution under Step 2. All Units redeemed
will be cancelled upon redemption.
(Steps 1 to 8 together are the “Transaction”).
2.3 By approving the Resolution, Unitholders agree to transfer the Receivable to GMT Shareholder under
paragraph 2.2(c) and direct GMT Shareholder to effect the Share Split, the Stapling and distribution of
the Stapled Securities under paragraphs 2.2(f) to 2.2(h).
2.4 Promptly following Completion, GPS will make a written request to the FMA to cancel GMT’s registration
as a registered scheme under the FMC Act and will then subsequently wind up GMT.
2.5 The current structure of the Group, the Transaction steps, and the resulting structure post-Transaction
is set out on the following pages.
2.6 A product disclosure statement in respect of the offer of Stapled Securities is available on the offer
register at https://disclose-register.companiesoffice.govt.nz/. GMT Shareholder is the offeror of the
Stapled Securities. GNZL is the issuer of the GNZL Shares and GPS is the issuer of the GPS Shares.
2 .7 A copy of the product disclosure statement in respect of the offer of Stapled Securities will be
provided to any Unitholder in any Eligible Jurisdiction on request and without charge.
Goodman Property Trust
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EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
1616
CURRENT STRUCTURE
TRANSACTION STEPS
GMT NewCo
No. 3 Limited
Goodman
Nominee (NZ)
Limited
Goodman
Nominee (NZ)
No. 2 Limited
GMT NewCo
Limited
GMT NewCo
No. 2 Limited
GMT NewCo
No. 4 Limited
GMT
Shareholder
Nominee
Limited
Goodman
Property
Services
(NZ) Limited
Goodman
New Zealand
Limited
Public Trust
* Covenant Trustee Services Limited as trustee of the Goodman
Property Trust.
** Goodman (Highbrook) Limited’s investment in Goodman NZ
Highbrook Limited Partnership is not showing.
* Covenant Trustee Services Limited as trustee of the Goodman
Property Trust.
** Goodman (Highbrook) Limited’s investment in Goodman NZ
Highbrook Limited Partnership is not showing.
➊
GNZL is incorporated.
GNZ Finco is incorporated
as a subsidiary of GNZL
Unitholders
Goodman Property Trust*
Goodman
(Highbrook)
Limited**
Highbrook
Limited
GMT Penrose
Limited
Goodman
Property
Aggregated
Limited
GMT Bond
Issuer Limited
GMT
Shareholder
Nominee
Limited
Goodman
Property
Services
(NZ) Limited
Public Trust
GNZ Finco
Limited
71%10 0%
10 0%
50%50%
GNZ Highbrook
General Partner
Limited
Highbrook
Development
Limited
Highbrook
Management Limited
Highbrook Business
Park Limited
10 0%
10 0%
10 0%
STEP 1
10 0%
10 0%
10 0%
10 0%
GMT NewCo
No. 3 Limited
Goodman
Nominee (NZ)
Limited
Goodman
Nominee (NZ)
No. 2 Limited
GMT NewCo
Limited
GMT NewCo
No. 2 Limited
GMT NewCo
No. 4 Limited
Unitholders
Goodman Property Trust*
Goodman
(Highbrook)
Limited**
Highbrook
Limited
GMT Penrose
Limited
Goodman
Property
Aggregated
Limited
GMT Bond
Issuer Limited
71%10 0%
10 0%
50%50%
GNZ Highbrook
General Partner
Limited
Highbrook
Development
Limited
Highbrook
Management Limited
Highbrook Business
Park Limited
10 0%
10 0%
17
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EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
71%
71%
10 0%
10 0%
50%50%
10 0%
10 0%
50%50%
Goodman
Property
Services
(NZ) Limited
Goodman
New Zealand
Limited
➏ Shares in GNZL
and GPS are
constitutionally
stapled
➎
GPS undertakes
a share split
GMT NewCo
No. 3 Limited
Goodman
Nominee (NZ)
Limited
Goodman
Nominee (NZ)
No. 2 Limited
GMT NewCo
Limited
GMT NewCo
No. 2 Limited
GMT NewCo
No. 4 Limited
GNZ Finco
Limited
10 0%
➌ Receivable
transferred to
GNZL in exchange
for shares
➋
GMT declares a distribution to Unitholders equal to market
value of GMT’s investment in subsidiaries (‘Receivable’)
Unitholders
Unitholders
Goodman Property Trust*
Goodman
(Highbrook)
Limited**
Goodman
(Highbrook) Limited
GNZ Highbrook
General Partner
Limited
GNZ Highbrook General
Partner Limited
Highbrook
Limited
Highbrook
Limited
GMT Penrose
Limited
GMT Penrose
Limited
Goodman
Property
Aggregated
Limited
Goodman Property
Aggregated Limited
GMT Bond
Issuer Limited
GNZ Finco
Limited
GMT Bond Issuer
Limited
➌ Unitholders transfer Receivable to GMT Shareholder
➍
GNZL acquires GMT’s investment in subsidiaries
(funded by GMT receivable)
➐
Stapled Securities transferred to
Unitholders (or sold on open market
on behalf of overseas Unitholders
in jurisdictions deemed ineligible
to receive Stapled Securities)
GMT Shareholder Nominee Limited
Goodman Property
Services (NZ) Limited
Goodman New Zealand
Limited
Public Trust
GMT
Shareholder
Nominee
Limited
Public Trust
Highbrook
Development Limited
Highbrook Management LimitedHighbrook Business Park Limited
Goodman Nominee
(NZ) Limited
GMT NewCo
Limited
GMT NewCo
No. 2 Limited
GMT NewCo
No. 3 Limited
GMT NewCo
No. 4 Limited
Goodman Nominee
(NZ) No. 2 Limited
Highbrook
Development
Limited
Highbrook
Management Limited
Highbrook Business
Park Limited
10 0%
10 0%
STEPS 2 – 6
STEP 7
10 0%
10 0%Stapled companies
10 0%
10 0%
10 0%
10 0%
1818
POST TRANSACTION STRUCTURE
Goodman
(Highbrook)
Limited
Highbrook
Limited
GMT Penrose
Limited
Goodman Property
Aggregated
Limited
GNZ Finco
Limited
GMT Bond
Issuer Limited*
Goodman Property
Services (NZ)
Limited
Goodman
New Zealand
Limited
Goodman NZ
Highbrook Limited
Partnership
KEY
●● PIE side
●● Non-PIE side
*
To be renamed GNZ Bond Issuer Limited
on completion of the Transaction
Goodman
New Zealand
Limited
Shareholders
Goodman
Property Services
(NZ) Limited
Passive property
subsidiaries
Active investment
subsidiaries
KEY
●● PIE side
●● Non-PIE side
Goodman
Nominee (NZ)
Limited
GMT NewCo
Limited
GMT NewCo
No. 2 Limited
GMT NewCo
No. 3 Limited
GMT NewCo
No. 4 Limited
Goodman
Nominee (NZ)
No. 2 Limited
10 0%
RESULTING STRUCTURE ON THE COMPLETION OF THE TRANSACTION
10 0%
Stapled Securities listed on NZX Main
Board under a single ticker code (GNZ)
71%
Stapled Securities listed on NZX Main
Board under a single ticker code (GNZ)
71%10 0%
10 0%
50%50%
GNZ Highbrook General
Partner Limited
Highbrook
Development Limited
Highbrook Management LimitedHighbrook Business Park Limited
19
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3. The Resolution
THE RESOLUTION:
Transaction and Trust Deed Amendments and cancelling GMT’s registration as a registered scheme
3.1 The Resolution authorises:
(a) GPS, the Supervisor and GMT Shareholder to do everything required to give effect to the
Transaction (including to make amendments to the Trust Deed and to terminate the Shareholding
Deed);
(b) the transfer by Unitholders of the Receivable to GMT as part of the Transaction; and
(c) the cancellation of GMT’s registration as a registered scheme. This will mean the FMC Act will
cease to apply to GMT. GPS will then take steps to wind up GMT.
3.2 The Resolution requires approval by an Extraordinary Resolution of Unitholders because:
(a) the Transaction involves GMT Shareholder effecting a reorganisation of GPS Shares (via the
Share Split), disposing of all GPS Shares to Unitholders and exercising its voting rights in respect
of GPS Shares to (amongst other matters) revoke GPS’ constitution and adopt a replacement
constitution. Under the Shareholding Deed, GMT Shareholder may only take these actions in
accordance with a direction from Unitholders. Unitholders may exercise their power to give this
direction to the GMT Shareholder by means of an Extraordinary Resolution passed at a meeting
of Unitholders in accordance with clause 24.39(b) of the Trust Deed;
(b) the Transaction requires an amendment to the Trust Deed (as detailed in paragraph 4 of Part 1 of
the Explanatory Notes). Clause 28.1(f) of the Trust Deed permits amendments to the Trust Deed
which are approved by Extraordinary Resolution of Unitholders;
(c) the Shareholding Deed will be terminated upon Completion. Clause 4.1 of the Shareholding
Deed gives Unitholders the power to direct GMT Shareholder to terminate the Shareholding
Deed by means of an Extraordinary Resolution passed at a meeting of Unitholders in accordance
with clause 24.39(b) of the Trust Deed; and
(d) section 195(1)(c)(i) of the FMC Act provides that the FMA may direct the registration of GMT
as a registered scheme be cancelled on the written request of GPS (as manager of GMT), if the
Supervisor certifies the cancellation has been approved by a special resolution of Unitholders.
3.3 The Transaction also requires approval of Unitholders under each of:
(a) Listing Rule 4.14.1(d). This Listing Rule permits GMT to redeem Units under Step 8 of the
Transaction by way of approval of Unitholders in accordance with Listing Rule 4.16.1. Listing Rule
4.16.1 requires the precise terms and conditions of the redemption to be approved by resolution
(passed by a simple majority of votes) of Unitholders.
(b) Listing Rule 5.1.1(b). This Listing Rule provides that GMT must not, without the prior approval
of Unitholders passed by Ordinary Resolution (as that term is defined in the Listing Rules), enter
into any transaction, or a related series of transactions, to sell or otherwise dispose of assets
where the transaction or related series of transactions involves a gross value of above 50% of the
average market capitalisation of GMT. As GMT will be selling the Property Holding Companies
and GMB to GNZL under Step 4 of the Transaction, Listing Rule 5.1.1(b) will be triggered.
Recommendation of the Directors
3.4 The directors of GPS believe the Transaction offers both immediate and long-term benefits to
Unitholders and unanimously recommend that you approve the Transaction by voting in favour of the
Resolution.
3.5 The Resolution shall take effect if it is passed by Extraordinary Resolution.
Implications of the Resolution not being passed
3.6 The Transaction is conditional upon Unitholder approval and will only proceed if the Resolution set
out in this Notice of Meeting is approved by the requisite majority, and the other conditions set out in
paragraph 5.1 of Part 1 of the Explanatory Notes are satisfied.
EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
20
3 .7 If the Resolution is not approved (or if any of the conditions set out in paragraph 5.1 of Part 1 of the
Explanatory Notes is not satisfied), the Transaction will not proceed and GMT will remain in existence and
will continue to be governed by the Trust Deed and the FMC Act. As GMT is a PIE for tax purposes there
are restrictions on the nature of activities it can undertake to derive income. Broadly, these limit GMT to no
more than 10% of its income being from non-PIE qualifying activities. PIE activities are generally passive
in nature, including the earning of rental income from investment in real estate. Accordingly, GMT will
be limited in its ability to pursue new growth opportunities and to grow its property funds management
business and/or operational business. This will mean that GMT’s future earnings may be lower than would
be the case if the Transaction proceeds.
Implications of the Resolution being passed
3.8 If the Resolution is approved, the Transaction will proceed and all Unitholders (other than Ineligible Holders)
will receive Stapled Securities, even if the Unitholder did not vote in favour of the Resolution.
4. Amendments to the Trust Deed
4.1 If the Resolution is passed, the Supervisor and GPS will enter into a Supplemental Deed to the Trust
Deed to empower the Supervisor and GPS to do everything necessary to effect the Transaction. The
amendments are necessary in order for the Transaction to proceed.
4.2 The amendments will take the form of:
(a) the deletion from clause 17.2(a) of the Trust Deed the words “(provided such new shareholder holds
the required licence or authorisation to act in such capacity in compliance with any applicable laws,
including under the Act and enters into the Shareholding Deed)”;
(b) the deletion from clause 24.39(b)(i) of the Trust Deed the words “(provided such new shareholder
holds the required licence or authorisation to act in such capacity in compliance with any applicable
laws, including under the Act)”;
(c) the deletion from clause 24.39(b) of the Trust Deed the words “or Unit Holders in their capacity
as such”;
(d) the addition to the Trust Deed of a new clause 40, reading as follows:
“40. CORPORATISATION AND STAPLING TRANSACTION
4 0.1 Paramount provision: This clause 40 prevails over any other provision of this deed.
40.2 Transaction: The Supervisor and the Manager may do anything either of them considers
necessary or desirable to give effect to the Transaction (as that term is defined in the Notice
of Meeting dated 27 February 2026 sent to Unit Holders).
4 0.3 Redemption of Units: Without limiting clause 40.2, the Manager may cause the Supervisor
to redeem Units in order to effect the Transaction. The Supervisor shall comply with any
direction of the Manager given in order to effect that redemption. Clause 8 will not apply
to such redemption and no monies will be paid to Unit Holders upon such redemption. The
number of Units redeemed shall be cancelled as at the date of redemption.
40.4 Governance and activities of Manager following the Transaction: Upon the Transaction
taking effect, clause 25 (relating to the appointment of directors of the Manager), and the
restrictions imposed on the Manager in clause 17.3 (which restricts the function of the
Manager), clause 18.1 and clause 23.4 (which both provide for the Manager to operate on a
break even basis) and clause 25 (which relates to the appointment and removal of directors),
shall cease to apply to the Manager.”
4.3 While no monies are payable to Unitholders for the Units redeemed, the redemption forms part of the
broader arrangement that will ultimately result in Unitholders either receiving Stapled Securities or
receiving the proceeds from the on-market sale of their Stapled Securities.
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5. Conditions of the Transaction
5.1 The Transaction is subject to a number of conditions. If any of these conditions are not satisfied, the
Transaction will not proceed. These conditions are:
(a) Unitholders passing the Resolution in this Notice of Meeting relating to the Transaction by
Extraordinary Resolution.
(b) NZX granting quotation of the Stapled Securities on the NZX Main Board.
(c) Holders of bonds issued by GMB approving changes to the terms of the bonds and related
security, guarantee and lending arrangements.
(d) GMT’s bank lenders and hedge counterparties approving the Transaction and amendments
to novate the bank financing and hedging from GMT to GNZ Finco at Completion and the
amendments to the GGSD and the Security Trust Deed (as defined in paragraph 3.2 of Part 3
of the Explanatory Notes). The bank lenders and hedge counterparties have granted in principle
consent for the Transaction and to the contemplated amendments to the finance documents
under consent letters, subject to conditions precedent.
(e) Inland Revenue issuing a finalised product ruling, issued on terms acceptable to GMT/the
Directors, that the distribution of the Receivable will be excluded from tax for:
(i) Unitholders that are resident in New Zealand and are a natural person or a trustee and
do not include the amount as income in a tax return; and
(ii) Unitholders not described above, to the extent to which the distribution is more than the
amount that is fully imputed.
(f ) The Overseas Investment Office (“OIO”) providing an exemption from the requirement for OIO
consent under the Overseas Investment Act 2005 for the Transaction.
6. FMA Exemptions
6.1 The FMA has granted certain exemptions to the FMC Act and the FMC Regulations in respect of the
Transaction proposal (the “FMA Exemptions”).
6.2 The details and conditions of the FMA Exemptions are discussed in Schedule 2.
7. NZX Listing, Listing Profile, and Listing Rule Waivers and Rulings
7. 1 Quotation of the Stapled Securities on the NZX Main Board is expected to commence on 7 April 2026
under a single ticker code “GNZ”.
NZX Listing
7. 2 Subject to the Transaction being approved by the Unitholders and:
(a) the GPS Board and GNZL Board and NZX approving GPS and GNZL’s applications to have the
Stapled Securities quoted on the NZX Main Board, GNZL will enter into a listing agreement with
NZX (noting that GPS will remain subject to its existing listing agreement with NZX); and
(b) the approval of the Supervisor in accordance with clause 3.3(d) of the Trust Deed, GPS will
request with NZX to cancel GMT’s listing with effect on and from Completion.
NZX accepts no responsibility for any statement in these Explanatory Notes.
Listing Profile
7. 3 If the Transaction is approved by Unitholders, the following documents will be filed with NZX:
(a) these Explanatory Notes;
(b) an additional information document disclosing the outcome of the Resolution and any material
changes to the information contained in this Notice of Meeting (“Additional Information
Document”); and
EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
22
(c) a certificate from the directors of GPS and GNZL that all material information is included in the
Notice of Meeting (read in conjunction with the Additional Information Document).
Together these will form the profile required under the Listing Rules for the purposes of the listing of
GPS and GNZL.
NZX Waivers and Rulings
7. 4 The NZX has granted GMT a waiver from Listing Rule 2.10.1 in respect of the Transaction (the
“Transaction Waiver”), and has also agreed to grant the Stapled Group standing waivers and rulings
in respect of the Listing Rules to allow the Stapled Group to operate as intended following Completion
(the “Standing Waivers”, and together with the Transaction waiver, the “NZX Waivers and Rulings”).
7. 5 The details and conditions of the NZX Waivers and Rulings are discussed in Schedule 2.
7. 6 Details of the existing waivers and rulings granted by NZX to GMT and what will happen to these
waivers and rulings following Completion is discussed in Section 5 of Part 4 of the Explanatory Notes.
7.7 For so long as GMT remains listed, it will continue to meet its continuous disclosure obligations under
the NZX Listing Rules.
8. Ta x
Binding Ruling on Stapling
8.1 To ensure there are no adverse consequences from the Transaction for the future listed PIE status of
GNZL, together GMT, GPS and GNZL sought and have received a private ruling from Inland Revenue
that the proposed Stapling is not a tax avoidance arrangement to circumvent the loss of PIE taxation
treatment for GNZL (“Private Ruling”). The Private Ruling is subject to the condition that, for each
direct investment of GNZL that consists of shares in a company:
(a) the company is and will be a PIE, an entity that qualifies for PIE status, a foreign PIE equivalent
or a land investment company;
(b) the investment in the company does not exceed the maximum investment requirements in
sections HM 13(2) or (3) of the Income Tax Act 2007; or
(c) the market value of GNZL’s investment in that company, aggregated with all other direct
investments held by GNZL in other companies that do not satisfy condition (a) or (b) above,
is less than 10% of the total market value of all GNZL’s investments.
8.2 The Private Ruling is limited to the Stapling aspect of the Transaction and consideration of the
continued application of PIE tax status for GNZL under the Stapling arrangements, as this was
considered to be the key area of tax uncertainty.
8.3 The Private Ruling is subject to the validity of certain facts about the Stapling that were provided by
GMT, GPS and GNZL to Inland Revenue, and compliance with the conditions outlined in the Private
Ruling. The Private Ruling is valid for a period of three years from the date of the Private Ruling (being
19 February 2026) and will need to be renewed.
Product Ruling on GMT distribution to Unitholders
8.4 To confirm the income tax treatment of the distribution from GMT to Unitholders at Step 2 of the
Transaction, GMT sought and expects to obtain a product ruling from Inland Revenue that the
distribution of the Receivable will be excluded income for:
(a) Unitholders that are resident in New Zealand and are a natural person or a trustee and do not
include the amount as income in a tax return; and
(b) Unitholders not described above, to the extent to which the distribution is more than the amount
that is fully imputed,
(“Product Ruling”).
8.5 GMT will make the Product Ruling available to Unitholders once it is finalised. In addition, Inland
Revenue will separately be required to publish the Product Ruling once it is finalised.
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Tax Rationale for the Transaction
8.6 As a listed PIE, New Zealand tax is payable by GMT on its taxable income at 28%. The effect of being
a listed PIE is that Unitholders will not pay more than an effective rate of New Zealand tax of 28% of
GMT’s underlying total income (including on distributions of this income to Unitholders), even if they have
a 33% or 39% personal tax rate. GMT’s capital gains (if any) and any untaxed income (eg due to tax
depreciation) can also be paid out tax free to Unitholders. Therefore, there are important New Zealand
taxation advantages to Unitholders (particularly those Unitholders with personal tax rates greater than
28%) from GMT retaining its listed PIE status.
8 .7 In order to remain a listed PIE, GMT must comply with certain income and investment restrictions set out
in the Income Tax Act. GMT must ensure that at least 90% of its total income is derived from property
investments (or other qualifying investments, such as shares in its property holding subsidiaries) and be
of a prescribed kind (eg, property rental income other than from associated parties, and dividends from
subsidiaries). Any non-qualifying income must be no more than 10% of GMT’s total income.
8.8 The management services fees GMT, through GPS, earns do not qualify as the prescribed kinds
of qualifying income for a PIE. Therefore, if GPS grew its management services business such that
it constituted more than 10% of GMT’s total income, GMT would risk losing its PIE status. The loss
of PIE status would have adverse consequences for Unitholders, as future distributions (including
the distribution of capital gain amounts or untaxed income that are currently able to be received by
Unitholders without the need to pay further tax due to GMT’s current PIE status) would likely be taxable
as dividends at personal tax rates up to 39% (the highest New Zealand personal tax rate at the date of
these Explanatory Notes).
8.9 As noted above, GMT’s current structure limits the scope to pursue new growth opportunities, such as
the management of further third-party investment partnerships, without breaching GMT’s listed PIE
status. The loss of PIE status would have significant commercial implications for GMT, as GMT believes
the loss of PIE status in relation to its property investment portfolio will affect the overall attractiveness of
GMT as a listed investment.
8.10 The Transaction has been proposed to provide a corporate structure that can support our commercial
objectives to pursue growth in non-qualifying income and investments, while also ensuring PIE status can
be maintained.
Tax Effects of Transaction
8.11 GMT will be a listed PIE at the time of the distribution of the Receivable. As discussed above, one of
the conditions of the Transaction is GMT obtaining the Product Ruling, on terms acceptable to GMT,
confirming the tax treatment of the distribution of the Receivable to Unitholders. The Product Ruling
should confirm that the distribution is excluded income in accordance with paragraph 8.4 of Part 1 of
these Explanatory Notes.
8.12 If the Transaction is implemented:
(a) GNZL would be a listed PIE for New Zealand tax purposes. Accordingly, GMT Unitholders should
see no difference in the New Zealand tax treatment of their GNZL Shares relative to their GMT
Units.
(b) GPS will be an ordinary company (ie not a PIE) for New Zealand tax purposes. This means:
(i) GPS would pay tax on its net taxable income at 28% (or the New Zealand company taxation
rate at the time, if different).
(ii) Tax paid on GPS’ income will generate imputation credits, which can be attached to dividends
(if any) paid by GPS to shareholders.
(iii) Withholding taxes (ie resident withholding tax and non-resident withholding tax, as
appropriate) may be deducted from dividends and other distributions to shareholders in GPS.
8.13 New Zealand resident holders of GPS Shares will be taxed on dividends paid on their GPS Shares at
their marginal tax rates with a tax credit for imputation credits and resident withholding tax deducted
(if any). One potential disadvantage with the Transaction is that New Zealand resident holders of GPS
Shares may have additional tax to pay on dividends from GPS if they have a personal tax rate higher
than the company tax rate. Currently, no additional tax is payable on dividends from GMT due to its
PIE status.
EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
24
8.14 Non-resident holders of GPS Shares will have non-resident withholding tax deducted, but may receive
a supplementary dividend to offset any New Zealand withholding tax if GPS elects, and is able, to
utilise the supplementary dividend regime.
Australian capital gains tax rollover relief
8.15 GMT and GNZL will jointly choose to obtain Australian capital gains tax roll-over under subdivision
124-N of the Income Tax Assessment Act 1997 (Aus).
9. Financial Effects of the Transaction
9.1 All expenses incurred by GMT in relation to the Transaction will effectively be borne by GPS and
GNZL if the Transaction proceeds or by GMT if it does not proceed. The total expenses are estimated
to be $3.5 million and comprise NZX Listing Fees, NZX and FMA time-based fees, legal fees, the
Supervisor’s and GMT Shareholder’s fees, insurance costs, accounting and taxation advisory fees,
printing, postage and meeting costs and other expenses.
9.2 As the Transaction is an internal reorganisation which does not involve any transfer of value, no
independent appraisal report has been obtained.
10. Information for Ineligible Holders
10.1 The Unitholders in the following jurisdictions are eligible to receive Stapled Securities:
(a) New Zealand;
(b) Andorra;
(c) Australia;
(d) Austria;
(e) Canada;
(f) China;
(g) Denmark;
(h) France;
(i) French Polynesia;
(j) Germany;
(k) Hong Kong;
(l) Ireland;
(m) Japan;
(n) Luxembourg;
(o) Malaysia;
(p) the Netherlands;
(q) New Caledonia;
(r) Nor way;
(s) Por tugal;
(t) Singapore;
(u) Sweden;
(v) Switzerland;
(w) Taiwan;
(x) Thailand;
(y) United Kingdom; and
(z) United States of America,
(“Eligible Jurisdictions”).
10.2 Additional considerations for Unitholders in Eligible Jurisdictions outside of New Zealand are set out in
Schedule 3.
10.3 Unitholders located outside of the Eligible Jurisdictions are not eligible to receive Stapled Securities
and are Ineligible Holders. Stapled Securities that would otherwise have been issued to Ineligible
Holders will be transferred to the Sale Agent at Completion, which shall be dealt with as described in
paragraph 10.5 on the next page.
10.4 Ineligible Holders will be entitled to vote on the Resolution, and will also receive a product disclosure
statement relating to the offer of Stapled Securities (other than any Ineligible Holders from the French
Southern Territories).
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10.5 Following Completion and as soon as reasonably practicable after the Stapled Securities commence trading
on the NZX Main Board, the Sale Agent will sell or procure the sale of all the Stapled Securities transferred to
the Sale Agent, and remit the proceeds of the sale (less any applicable withholding or deductions required by
law) to the Registrar to hold on trust for Ineligible Holders (the “Sale Facility”). The Registrar will then pay to the
Ineligible Holders their pro rata proportion of the net proceeds of the Sale Facility (for each Ineligible Holder, the
“Net Cash Proceeds”).
10.6 None of GMT nor the Sale Agent give any assurance as to the price that will be achieved for the sale of the
Stapled Securities or the amount of Net Cash Proceeds to be received by the Ineligible Holders. The Net Cash
Proceeds received by the Ineligible Holders will depend on the price at which the Stapled Securities can be sold
by the Sale Agent at the relevant time and the amount of any applicable withholding or deductions required by
law in connection with the sales under the Sale Facility. Accordingly, the cash amount received by an Ineligible
Holder may be different (either more or less) than the value of the Stapled Securities they would have received
if they were not an Ineligible Holder. Interest will not be paid on any Net Cash Proceeds. The payment of the Net
Cash Proceeds will be in full satisfaction of the rights of Ineligible Holders to receive the Stapled Securities.
1 0 .7 Importantly, the associated broking fees charged by the Sale Agent for the sale of all Stapled Securities on
behalf of Ineligible Holders under the Sale Facility will be paid by the Stapled Group, ensuring that affected
Unitholders do not bear any cost for participating in the Sale Facility.
10.8 Following the sale, Ineligible Holders may choose to acquire Stapled Securities on-market at their discretion,
subject to applicable laws and brokerage arrangements.
10.9 Ineligible Holders should seek their own professional taxation advice regarding the applicability of New Zealand
tax to the sale of their Stapled Securities under the proposed Sale Facility.
EXPLANATORY NOTES
PART 1: DETAILS OF THE TRANSACTION — continued
Mainfreight and Mainfreight 2Home, Savill Link, Ōtāhuhu
26
PART 2:
K E Y DAT E S
If Unitholders approve the Transaction, it is intended that Completion will occur on 7 April 2026.
The key dates for the Transaction are set out below (assuming the Resolution is approved by Unitholders).
Units cease trading on the NZX Main Board30 March 2026
(close of business)
Meeting31 March 2026
Record Date for determining eligibility to receive Stapled Securities2 April 2026
Implementation of Steps 2 – 8 of the Transaction (excluding any sale by
the Sale Agent of the Stapled Securities through the on market facility)
7 April 2026
Stapled Securities transferred to Unitholders7 April 2026
Stapled Securities are quoted on the NZX Main Board under ticker code “GNZ”7 April 2026
Stapled Securities commence trading on the NZX Main Board7 April 2026
These dates, and all other future dates in this Notice of Meeting are indicative only and are subject to
change. Subject to the requirements of the FMC Act and Listing Rules, these dates may be amended
by GMT at its absolute discretion.
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PART 3:
THE NEW CORPORATISED
AND STAPLED GROUP
1. Business of the Group
1.1 If the Transaction is implemented, investors will continue to have an investment in a PIE with
effectively the same assets and liabilities as those currently held by GMT, but with the benefit of
direct ownership of the management business. The existing GPS Board will remain in place, with
the directors of GPS also being the initial directors of GNZL. The assets of GPS and GNZL, and
the people responsible for the management of GPS and GNZL, will be the same as the assets and
people in respect of GPS and GMT before the Transaction. There will, however, no longer be an
independent supervisor.
1.2 The Transaction will allow the Stapled Group to continue to grow its property funds management
business alongside its passive property investment activities without jeopardising the PIE status.
GPS will be able to provide more property fund management services to both the Stapled Group and
property-owning vehicles which are not part of the Stapled Group, while ensuring GNZL retains its PIE
status. GPS will also be able to provide more property fund management services to entities outside
of the Stapled Group (subject to appropriate conflicts management arrangements being put in place).
1.3 The new structure will also enable GPS to pursue more active asset management and investment
initiatives (which may include activities such as acquiring property assets to develop and sell) and
generate greater fee revenue, without compromising the passive investment PIE status of GNZL.
This allows the Stapled Group to remain tax-efficient while supporting the growth of the active
asset management and investment business.
1.4 Notwithstanding the intention to engage in more active asset management and investment
opportunities, the nature and objective of the underlying business will not change and will continue
to be managed with the intention of providing investors with an attractive and reliable income
stream, while maintaining and enhancing the quality of the Stapled Group’s property portfolio
through active management.
1.5 The principal risks applicable to business of the Stapled Group will be the same as the principal risks
applicable to the business of GMT. These risks will essentially remain unchanged by the Transaction.
2. The Companies, Governance and Dividends
Constitutions and Stapling Deed
2.1 If the Transaction is implemented GPS and GNZL will adopt new constitutions. These constitutions
are to be in forms typical for companies which have their shares quoted on the NZX Main Board.
The constitutions will also include provisions that will staple the GPS Shares and GNZL Shares
together, therefore providing for the GPS Shares and GNZL Shares to be “constitutionally stapled”.
A summary of the constitutions is set out in Schedule 1.
2.2 If the Transaction is implemented, GPS and GNZL will enter into and give effect to the Stapling
Deed. The Stapling Deed is intended to coordinate certain operational matters that GPS and GNZL
have identified as requiring a joint decision of both the GPS Board and GNZL Board. The key terms
of the Stapling Deed are set out in Schedule 1.
Boards of the companies
2.3 The GPS Board and GNZL Board will initially consist of the same persons as the existing GPS
Board, who are named in the Directory. This structure eliminates any disconnect between GPS
and GNZL’s strategic direction. It will also provide GNZL with the benefit of the experience and skill
set of the existing GPS Board, with its members collectively contributing a diverse range of skills
and backgrounds, including executive and governance roles at various property ownership and
management companies and publicly listed companies.
28
2.4 The fee pool available to directors of GPS and GNZL will be the same as the current fee pool
available to the directors of GPS. The current fee pool, which was approved at a meeting of
Unitholders on 27 August 2024, is $1,070,000. This fee pool applies to the total remuneration to
be provided to directors of both GPS and GNZL.
2.5 The fee pool can only be increased with the prior approval of an ordinary resolution of shareholders
or otherwise in accordance with the Listing Rules.
Dividend policy
2.6 The initial dividend policy of GPS and GNZL will be consistent with the existing approach taken by
GMT. GPS and GNZL’s objective is to provide shareholders with a consistent and stable dividend
stream while maintaining financial flexibility through the property cycle. The current policy is to pay
out between 80-90% of Cash Earnings as disclosed in each interim and annual result , and this will
continue to be the policy for GPS and GNZL (based on the Cash Earnings of GPS and GNZL as a
consolidated group).
Auditors
2 .7 The auditors of GPS and GNZL will initially be PricewaterhouseCoopers, who are the present
auditors of GMT and GPS.
3. Bank facilities and other debt obligations of the Group
3.1 GMT’s current debt obligations are:
(a) the multi-option facility agreement dated 26 September 2025 between, amongst others,
GMT as borrower, GPS as manager, Bank of New Zealand (“BNZ”) and Westpac New Zealand
Limited as lenders and BNZ as facility agent (“MOFA”);
(b) its hedging arrangements provided by certain banks in the ISDA agreements between GMT
and each of the hedge counterparties (“Hedging Arrangements”); and
(c) GMT’s wholly owned subsidiary, GMB, has four series of wholesale bonds (“Wholesale
Bonds”) and one series of retail bonds (“Retail Bonds”) outstanding, each a “Bond” and
together the “Bonds”. The terms and conditions of each series of Bonds are set out in the
master trust deed dated 6 November 2009 between GMB and Public Trust as amended
from time to time (“Master Trust Deed”), as amended and supplemented by the separate
supplemental trust deed for each series of the Bonds (“Supplemental Trust Deed”). GMB
on-lends the proceeds of each series of the Bonds to GMT by way of an interest-bearing loan
recorded in a relevant loan agreement (each a “Loan Agreement”).
3.2 The debt obligations are secured by:
(a) the guarantee and general security deed dated 21 December 2006 between, among others,
NZGT (GMT) Security Trustee Limited (“Security Trustee”) and GMB, as amended from time
to time (“GGSD”);
(b) the security trust deed dated 24 March 2005 between, among others, GMT, the Security
Trustee, The New Zealand Guardian Trust Company Limited and Public Trust (as amended
and restated from time to time) (“Security Trust Deed”);
(c) mortgages given by each subsidiary of GMT over their freehold and leasehold land in favour of
the Security Trustee (“Mortgages”); and
(d) in relation to the Bonds only, a guarantee entered into by GMT in favour of Public Trust in
relation to that series of Bonds (each a “Bond Guarantee”).
3.3 The Stapled Group’s debt levels are not expected to change as a direct result of the Transaction.
Costs of the Transaction will be paid from cash balances held by the Stapled Group.
3.4 At Completion, the MOFA and Hedging Arrangements will be novated from GMT to GNZ Finco as
the borrower. Other technical changes will be made to the MOFA and Hedging Arrangements at
that time because the borrower will be a company not a trust and because the borrower will now
be a subsidiary of the Stapled Group, rather than GNZL. GNZL and GPS will provide a guarantee in
relation to the MOFA and the Hedging Arrangements.
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3.5 In relation to the Bonds, the Transaction will require:
(a) each Bond Guarantee to be replaced by new Bond Guarantees from GNZL and GPS and each
Loan Agreement will be novated to GNZL; and
(b) consequential mechanical amendments to be made to the Master Trust Deed and each
Supplemental Trust Deed.
3.6 GMT’s current Security Trustee will remain the security trustee for the Stapled Group following
Completion. The MOFA has special status as the ‘Senior Facility Agreement’ under the Security Trust
Deed. The Security Trust Deed will be amended to include the MOFA as novated to GNZ Finco and to
reflect the new corporate structure.
3 .7 The GGSD is currently set up so that each wholly owned subsidiary of GMT provides a guarantee of
GMT’s debts. At Completion, references to GMT will be replaced with references to GNZL and GPS
and amendments will be required to reflect the new corporate structure.
3.8 We do not anticipate any amendments are required in relation to the Mortgages unless the financiers
require any technical changes to reflect the new corporate structure.
4. On-market buyback programme
4.1 On 17 February 2026, GPS as manager of GMT announced an on-market Unit buyback programme
commencing on 20 February 2026 and ending on the earlier of the date:
(a) on which a vote is put to Unitholders to approve the Transaction;
(b) on which the maximum aggregate amount of Units to be acquired have been acquired; or
(c) which is 12 months after the date of the notice confirming the on-market Unit buyback
programme is given on the NZX,
(“Buyback Period”).
4.2 Under the on-market Unit buyback programme, GMT will make an offer on the NZX to all Unitholders
to acquire Units at the prevailing market price from time to time during the Buyback Period and which
will be conducted in accordance with the Trust Deed and the Listing Rules such that:
(a) Units will only be acquired if the quoted price does not exceed the “Repayment Price” as set out
in the Trust Deed (which is broadly the net asset value of GMT less the cost of selling assets of
GMT, divided by the aggregate number of Units on issue);
(b) the maximum number of Units that may be acquired under the on-market buyback will not
exceed 15% of the Units on issue over 12 months prior to the commencement of the buyback;
and
(c) the number of Units purchased under GMT’s on-market buyback from time to time will be
notified to NZX on the business day following the date on which those Units are acquired.
4.3 Any Units bought back will be cancelled upon acquisition, and the total number of Units on issue will
reduce accordingly.
4.4 If the Resolution is approved, the board of GPS and GNZL currently intend to re-approve a buyback
programme in accordance with the requirements of the Companies Act which would allow the
buyback period to continue for a total of 12 months from 20 February 2026.
EXPLANATORY NOTES
PART 3: THE NEW CORPORATISED AND STAPLED GROUP — continued
30
PART 4:
COMPARISON BETWEEN STATUS QUO
AND NEW STRUCTURE
The principal differences between GMT (as a registered managed investment scheme) and GPS and
GNZL (as Stapled companies), and between the rights of Unitholders in GMT and shareholders of GPS
and GNZL are set out below.
1. FMC Act
1.1 GMT is a registered managed investment scheme for the purposes of the FMC Act. The FMC Act
requires that a registered managed investment scheme has a licensed supervisor and a licensed
manager, with units being issued by the manager and held by unitholders. GMT is a trust (not a
separate body corporate). The assets of GMT must be held in the name of the Supervisor, or an
external custodian appointed by the Supervisor for the benefit of Unitholders, and are managed
by GPS.
2. Companies Act
2.1 A company is a separate legal entity established as a body corporate with a board of directors.
There is no direct linkage between shares in a company and the company’s assets. Shareholders
have the rights and obligations set out in the Companies Act and in a constitution, if adopted.
3. Comparison table
3.1 The table below sets out a comparison of the rights of Unitholders in respect of GMT, and of
shareholders in respect of GPS and GNZL.
SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
DirectorsGMT does not have its own board of
directors. It is managed by GPS under
the control of the directors of GPS.
The directors of GPS are required
to retire by rotation and may stand
for re-election by Unitholders in
accordance with the Listing Rules.
Subject to limited exceptions,
directors of GPS may be removed if
that removal has been approved by
an ordinary resolution of Unitholders.
GPS and GNZL will each have
a board of directors who will be
primarily responsible for the
management of the business
and affairs of GPS or GNZL (as
applicable). The GNZL Board will
initially consist of the same people
who presently form the GPS Board
(and going forward, the members
of the GPS Board must mirror the
members of the GNZL Board).
The directors of GPS and GNZL
will be required to retire by rotation
and may stand for re-election by
shareholders in accordance with the
Listing Rules.
No.
Trustee /
Independent
Supervisor /
Licensed Manager
GMT is required to have a separate
licensed supervisor. That role is
performed by the Supervisor.
GPS is required to be licensed by the
FMA to act as manager of GMT.
GPS and GNZL are not required to
have a separate trustee or licensed
supervisor.
There is no requirement to have a
licensed manager.
Yes. There will be no
separate licensed supervisor
in respect of GPS and
GNZL and no requirement
to have a licensed manager.
As a result, investors will
not have the benefit of the
independent supervisory
oversight provided by the
Supervisor.
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SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
FeesGMT is required to pay fees and
expenses to the Supervisor and
GMT Shareholder as outlined in
paragraph 1.16(d) of Part 1 of the
Explanatory Notes and the levies
to the FMA in respect of GPS as
outlined in paragraph 1.16(e) of
Part 1 of the Explanatory Notes.
GMT also pays the fees payable
by GPS to its directors.
GPS and GNZL will pay fees to their
directors. The fee pool available
for the directors of GNZL and GPS
going forward will be the same, in
aggregate, as the current fee pool
available to directors of GPS, and can
be increased only with the approval
of a resolution of shareholders or
otherwise in accordance with the
Listing Rules.
As the Supervisor and GMT
Shareholder will no longer be required
in the new structure, there will be no
fees or expenses payable to them.
Yes. The Supervisor and
GMT Shareholder fees and
expenses, and GPS’ FMA
levies, will no longer be
payable.
TakeoversGMT is subject to the takeovers
provisions in Appendix 3 of the
Listing Rules.
GPS and GNZL will be subject to the
Takeovers Code.
It would also be possible for a takeover
of GPS and GNZL to be conducted
by way of a scheme of arrangement
under the Companies Act.
Yes. Under the Listing Rules
takeovers provisions, there
is currently no minimal level
of acceptance required for
an offer to proceed. Under
the Takeovers Code, where
the offeror holds or controls
less than 50% of the Stapled
Securities, a full or partial
offer could only proceed
if the acquirer receives
acceptances that would
take its holding or control
to over 50% of the Stapled
Securities (subject to limited
exceptions). Furthermore,
under the Takeovers Code,
the ability for a person to
increase their holding by
up to 5% of the Stapled
Securities in any 12-month
period is only available to
persons with a minimum
holding of 50% (or less than
20% provided the increase
will not take the person’s
holding to more than 20%)
of the Stapled Securities
(compared to 20% under
the Listing Rules takeovers
provisions).
Restrictions on new
Unit / share issues
Under the Trust Deed, each Unit
must be issued for an amount in value
equal to the Issue Price, or where the
Issue Price is to be partly paid, the
Subscription Amount.
In most circumstances there is no
minimum price below which GPS and
GNZL cannot issue shares. However,
the Companies Act (and in some
cases the Listing Rules) requires the
relevant board to confirm that any
issue of GPS Shares or GNZL Shares
(as applicable) is fair and reasonable
to the company and all existing
shareholders.
Yes. There is no minimum
price for a new issue of
shares in the case of GPS
and GNZL.
EXPLANATORY NOTES
PART 4: COMPARISON BETWEEN STATUS QUO AND NEW STRUCTURE — continued
32
SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
Restrictions
on financial
assistance by GMT
/ GPS and GNZL in
connection with the
acquisition of Units
/ shares
GMT may provide financial
assistance for the purposes of or
in connection with the purchase of
Units of GMT if the precise terms and
conditions of the financial assistance
have been approved by Unitholders in
accordance with Listing Rule 4.16.
The Companies Act restricts GPS
and GNZL from providing financial
assistance. To provide financial
assistance, GPS and GNZL must
satisfy the solvency test and in
certain circumstances, the GPS
Board and GNZL Board must resolve
that any financial assistance is fair
and reasonable to GPS or GNZL
(as applicable).
GPS and GNZL may continue to
provide financial assistance for the
purposes of or in connection with
the purchase of Stapled Securities if
the precise terms and conditions of
the financial assistance have been
approved by shareholders of GPS
and GNZL in accordance with Listing
R u l e 4.16 .
No.
InvestmentGMT may invest only in “Authorised
Investments” as set out in the
Trust Deed and the Statement of
Investment Policy and Objectives
(“SIPO”).
There are no specific restrictions on
GPS and GNZL’s investments.
Yes. However, it is not
intended that the investment
and management philosophy
of GPS and GNZL will be
different from that of GMT.
A change to the essential
nature of the business of
GPS and GNZL will require
the approval of an ordinary
resolution of shareholders
under Listing Rule 5.1.
Minority buy-out
rights
Unitholders have no minority buy-out
rights under the Trust Deed.
Where a shareholder dissents in
respect of certain matters requiring
approval by a special resolution,
that shareholder may require GPS
and GNZL to buy-back the Stapled
Securities.
Yes. There are no minority
buy-out rights in respect of
G M T.
Major transactions For so long as GMT remains listed,
Listing Rule 5.1.1 requires GMT
to obtain Unitholder approval
by ordinary resolution for major
transactions (broadly being
a transaction, or a series of
transactions, to acquire, sell, lease,
exchange or otherwise dispose of
assets which would significantly
change the nature of GMT’s business
or involves a gross value above 50%
of the average market capitalisation
of GMT).
Section 129 of the Companies Act
requires GPS or GNZL to obtain
shareholder approval by special
resolution (requiring a 75% majority)
for major transactions.
For so long as GPS and GNZL remain
listed, GPS and GNZL will also be
subject to Listing Rule 5.1.1, requiring
shareholder approval by ordinary
resolution for major transactions
(broadly being a transaction, or a
series of transactions, to acquire, sell,
lease, exchange or otherwise dispose
of assets which would significantly
change the nature of the business of
the Stapled Group or involves a gross
value above 50% of the average
market capitalisation of the Stapled
Group).
Yes. The requirement for
approval by a 75% majority
for certain transactions does
not apply in respect of GMT.
A shareholder that votes
against a special resolution
which is passed to approve
a major transaction has the
right to require GPS and
GNZL to purchase their
Stapled Securities (see
Minority buy-out rights
above).
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SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
Related Party
Transactions /
Interested Party
Transactions
The Trust Deed provides that no
sale or disposal of GMT assets
may be made to, nor purchase or
acquisition of assets made from,
GPS (as manager) or any related
person of GPS unless the Supervisor
is satisfied that the transaction is
on normal commercial terms or
terms as favourable to GMT as
normal commercial terms, and
in accordance with GMT’s SIPO
(“Interested Party Transactions”).
These provisions are consistent with
the requirements of section 173 of
the FMC Act, which prohibits GPS
(as manager of a registered scheme)
from entering into transactions that
provide for a related party benefit to
be given.
For so long as GMT remains listed,
Listing Rule 5.2.1 also requires
GMT to obtain Unitholder approval
by ordinary resolution to enter into
a Material Transaction if a Related
Party is, or is likely to become,
a direct party to the material
transaction or a beneficiary of a
guarantee or other transaction which
is a Material Transaction. A Material
Transaction is, broadly, a transaction,
or a series of transactions, involving
a gross value above 10% of the
average market capitalisation of
GMT, or a gross value above 1% of
average market capitalisation of GMT
if the transaction relates to services
provided or received. Under the
current structure, GPS is not treated
as a Related Party of GMT for the
purposes of Rule 5.2.1.
GPS and GNZL will remain subject to
Listing Rule 5.2.1.
The Transaction will (without any
ruling or waiver from the NZX Listing
Rules) result in GPS being a Related
Party of GNZL. However, NZX has
agreed to grant GNZL and GPS a
ruling under the NZX Waivers and
Rulings on the definition of Related
Party under the NZX Listing Rules,
which will result in GNZL and GPS
not being treated as a Related Party
of each other for the purposes of
R u l e 5.2.1.
Yes. GPS and GNZL will only
be subject to Listing Rules
5.2.1, as varied by the NZX
Waivers and Rulings, and
the Trust Deed provisions
relating to Interested
Party Transactions and
section 173 of the FMC Act
will no longer apply.
Borrowing
restrictions
The Trust Deed provides that no
borrowing may be made if the
aggregate of total borrowings would
exceed 50% of the aggregate “Value”
(as defined in the Trust Deed) of all
the property, rights and assets of
G M T.
In addition, GMT may be required
to obtain Unitholder approval by
ordinary resolution if the borrowing
constitutes a transaction subject
to Listing Rule 5.1 (broadly being
a transaction, or a series of
transactions, to acquire, sell, lease,
exchange or otherwise dispose of
assets which would significantly
change the nature of the business
of GMT or involves a gross value
above 50% of the average market
capitalisation of GMT).
There are no specific restrictions on
borrowings under GPS and GNZL’s
constitution. However, GPS or GNZL
may require shareholder approval to
a borrowing if it constitutes a major
transaction under the Companies
Act, or a transaction subject to Listing
Rule 5.1 (broadly being a transaction,
or a series of transactions, to acquire,
sell, lease, exchange or otherwise
dispose of assets which would
significantly change the nature of
the business of the Stapled Group or
involves a gross value above 50% of
the average market capitalisation of
the Stapled Group).
Yes. There is no specific limit
on the amount of borrowings
of GPS and GNZL in their
constitutions.
EXPLANATORY NOTES
PART 4: COMPARISON BETWEEN STATUS QUO AND NEW STRUCTURE — continued
34
SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
Term / TerminationThe Trust Deed terminates on the
earlier of:
(a) the date appointed by GPS
by giving not less than three
months’ written notice to the
Unitholders and the Supervisor;
or
(b) the date on which GMT is
terminated under the Trust
Deed or by operation of law.
Any decision to wind-up GPS or
GNZL will be at the discretion of
its shareholders (or, in certain
circumstances, its creditors).
Yes. In respect of GPS and
GNZL there is no equivalent
to the power of GPS to cause
GMT to be wound up.
Amendments to
the Trust Deed /
constitutions
Unitholders may authorise an
amendment to the Trust Deed by
Extraordinary Resolution.
The Supervisor and GPS also have
the ability to amend the Trust Deed
in certain circumstances, including
where the Supervisor is satisfied
that the amendment does not
have a material adverse effect on
Unitholders.
The constitutions may be amended
only by special resolution of
shareholders.
Yes. In respect of GPS and
GNZL, all amendments
to the constitution must
be approved by special
resolution of shareholders
whereas the Trust Deed
can be amended without
Unitholder approval in
a number of specified
circumstances.
Liability limited to
assets of Trust /
Company
A Unitholder’s maximum liability
is generally limited to any unpaid
amount on its Units.
A shareholder’s maximum liability
is generally limited to any unpaid
amount on its shares.
No.
Conflict of interestUnder the Listing Rules a director
of GPS may not vote in respect of
any matter in which that director
is interested, except in certain
circumstances.
Under the FMC Act, an associated
person of GPS (including a director)
may not vote in respect of any matter
if that person has an interest in the
matter other than as a Unitholder.
Under the Listing Rules a director
of GPS and GNZL may not vote in
respect of any matter in which that
director is interested, except in
certain circumstances.
No.
OversightGPS, as the manager of GMT, and
the Supervisor owe duties directly to
Unitholders, who are the beneficiaries
of GMT.
GPS is responsible for the
management of GMT and for making
recommendations on certain
investments and divestments. The
Supervisor holds the assets of
GMT and oversees the manager’s
performance.
Unitholders may give directions or
approvals to the Supervisor and GMT
Shareholder under the Trust Deed
and the FMC Act.
In a corporate structure, the company
holds all of the assets, and the
directors of the company oversee the
management of those assets. The
directors owe duties to the company
and, under certain provisions of the
Companies Act, to shareholders
and creditors. There are provisions
of the Companies Act under which
shareholders may enforce duties
owed by the directors. A company
does not have independent oversight
by a trustee.
Yes. There is no independent
oversight from the
Supervisor. Investors should
also note that the Supervisor
is required to act in the
discharge of its supervisory
obligations for the benefit
of the Unitholders – under
a corporate structure while
investors may have certain
rights available to them
under the Companies Act,
the investor will need to
enforce those rights itself
and at its cost.
Directors’ dutiesThe directors of GPS are subject
to directors’ duties as set out in the
Companies Act and Listing Rules.
GPS’ duties as manager of GMT are
set out in the FMC Act and the Trust
Deed.
The FMC Act also sets out specific
duties that apply to directors of GPS.
The directors of GPS and GNZL are
subject to the directors’ duties set
out in the Companies Act and Listing
Rules.
No.
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SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
Annual meetingsUnitholders have a right to attend
meetings.
Shareholders have a right to attend
meetings.
A combined meeting for GPS and
GNZL will be held annually. Formal
business of each company will be
addressed consecutively.
No.
Right to request a
special meeting
Unitholders holding units of at least
20% by number or 20% by value
have a right to request a meeting.
Shareholders holding 5% of the
voting rights have a right to request
a meeting.
Yes. A greater number of
shareholders (individually
or together with other
shareholders) will be entitled
to request a meeting.
Right to submit
proposals at
meetings
Any Unitholder may require a matter
be raised or propose a resolution
to be put forward at a meeting of
Unitholders. Any resolution passed
which does not concern matters
reserved for decision or approval by
resolution of Unitholders under the
Trust Deed, FMC Act or Listing Rules
is non-binding.
Any shareholder may require a
matter be raised or propose a
resolution to be put forward at a
meeting of shareholders.
No.
Right to receive
annual report
Unitholders have the right to receive
an annual report in relation to GMT.
Shareholders have a right to receive
an annual report.
A combined annual report will
be issued with separate sections
responding to statutory requirements
for each of GPS and GNZL.
Financial statements would be
prepared and provided for the
Stapled Group. GPS and GNZL have
obtained an exemption from the FMA
to facilitate this.
No.
Minimum
unit holding /
shareholding
The Trust Deed empowers GPS to
arrange for the compulsory sale of
Units which constitute less than a
minimum holding as defined in the
Listing Rules.
The constitutions empower the GPS
Board and GNZL Board to arrange for
the compulsory sale of GPS Shares
and GNZL Shares which constitute
less than a minimum holding as
defined in the Listing Rules.
No.
Distributions /
dividends
The Trust Deed provides that GPS
must have a distribution policy which
it can vary from time to time. The
Trust Deed allows GPS at any time
to direct the Supervisor to distribute
any amount of capital or income to
Unitholders pro rata according to
the number of Units held as at a time
decided by GPS (and subject to the
rights, obligations and restrictions
attaching to any Units or classes of
Units).
The constitutions give the boards
discretion to determine the dividend
policy and the amount of dividends
paid. The GPS Board or GNZL
Board must be satisfied that GPS or
GNZL (as applicable) will satisfy the
solvency test.
There are also restrictions that
ensure all shareholders of a company
are treated equally.
No. In practice, the initial
dividend policy of GPS and
GNZL will be consistent with
the existing approach taken
under the Trust Deed.
The GPS Board and the
GNZL Board may resolve to
alter that policy from time
to time.
Restrictions on
buy-backs and
redemptions
GMT must comply with the Listing
Rules and the Trust Deed in respect
of the buy-back or redemption of
Units.
GPS and GNZL must continue
to comply with the Listing Rules,
and must also comply with the
Companies Act in respect of the buy-
back or redemption of shares. Such
restrictions are aimed at ensuring
shareholders are treated fairly.
The solvency test in the Companies
Act must also be satisfied.
Yes. There are further
restrictions imposed on GPS
and GNZL by the provisions
of the Companies Act.
EXPLANATORY NOTES
PART 4: COMPARISON BETWEEN STATUS QUO AND NEW STRUCTURE — continued
36
SUBJECTGMT AS A TRUST
GPS AND GNZL
AS STAPLED COMPANIESMATERIAL DIFFERENCE
Enforcement rightsUnitholders may enforce provisions
of the Trust Deed against the
Supervisor and GPS. In addition, the
Supervisor and GPS owe Unitholders
a direct duty of care. There is also
in-built oversight of GPS through
the Supervisor holding the assets
of GMT.
The Companies Act grants
certain rights of enforcement to
“entitled persons” (as defined in the
Companies Act), which includes
shareholders. Those persons have
the right to seek injunctions to
ensure there is compliance with the
company’s constitution or to seek
orders where they consider acts are,
or are likely to be, oppressive, unfairly
discriminatory or unfairly prejudicial.
Yes. The statutory
enforcement rights in
the Companies Act
provide shareholders
greater statutory rights
of enforcement than
unitholders of a managed
investment scheme.
However a company does
not have any oversight
through having a licensed
independent supervisor.
Amalgamations
and schemes of
arrangement
There are no statutory provisions
which enable managed investment
schemes to enter into, and have
approved, amalgamations or
schemes of arrangement. However,
this may be permitted under the Trust
Deed by Extraordinary Resolution.
The Companies Act includes
provisions which enable companies
to enter into, and have approved,
amalgamations and schemes of
arrangement.
Yes. The Companies Act has
specific statutory provisions
relating to amalgamations
and schemes of
arrangement.
Voluntary
administration
There are no voluntary administration
provisions in the FMC Act which can
be used by managed investment
schemes.
Part 15A of the Companies Act
permits voluntary administration for
companies.
Yes. The Companies Act
specifically addresses
voluntary administration.
4. Takeover Offers
Takeovers provisions under the Listing Rules
4.1 GMT is currently subject to the takeovers provisions in Appendix 3 of the Listing Rules (which are also
incorporated in the Trust Deed) (“Takeovers Provisions”).
4.2 These provisions apply to any person or group of associated persons who:
(a) makes an acquisition of Units which results in that person or group of associated persons holding
over 20% of the Units; or
(b) already holds 20% or more of the Units and increases its holding by 5% or more in any 12
months,
(each, a “Restricted Transfer”).
4.3 Any person seeking to conduct a Restricted Transfer is required to give notice of the particulars of
the offer (including the price, maximum number of Units to be acquired, any material conditions,
particulars relating to how the transfers are to be effected and who will acquire the Units if the
acquisition proceeds) to GMT, and to the NZX for release to the market, at least 15 business days
before the Restricted Transfer is proposed to be effected (“Initial Notice”).
4.4 If GMT receives an Initial Notice, it is required to comply with the Takeovers Provisions. In particular, GMT
will be required to commission an appraisal report in respect of the Restricted Transfer, which must be
delivered to the NZX for release to the market and dispatched to all Unitholders to whom the offer may
be made (unless all transferors waive the requirement, or a majority of disinterested directors certify that
in their opinion the cost and difficulty of providing the appraisal report will outweigh the benefits).
4.5 Unless approved by way of an ordinary resolution of the affected Unitholders, all Restricted Transfers
must be made pursuant to an offer in writing to all Unitholders in a class on the same terms, and the
Restricted Transfer must not result from differential offers.
4.6 Similar to the Takeovers Code, the Takeovers Provisions include ‘compulsory acquisition’ provisions
which are engaged when a Unitholder holds 90% or more of the Units and enable that Unitholder to
acquire the remaining Units subject to compliance with the requirements of the Takeovers Provisions.
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Takeovers Code
4 .7 If the Transaction proceeds, GPS and GNZL instead will be subject to the Takeovers Code.
4.8 The Takeovers Code will apply to a person who holds or controls, together with that person’s associates:
(a) less than 20% of the Stapled Securities and who seeks to hold or control over 20% of the
Stapled Securities; or
(b) 20% or more of the Stapled Securities and who seeks to hold or control an increased percentage
of the Stapled Securities.
4.9 If the provisions of the Takeovers Code apply, a person would need to follow one of the below
processes to acquire additional Stapled Securities:
(a) Full Offer: By an acquisition under an offer for all the Stapled Securities not held by the acquirer.
If the acquirer holds or controls less than 50% of the Stapled Securities on issue prior to the offer,
the offer would need to be conditional on receiving acceptances that would take its holding or
control over 50%.
(b) Partial Offer: By an acquisition under an offer for less than all the Stapled Securities. The
offer must be extended to all shareholders of the Stapled Securities and must be for a specific
percentage of each shareholder’s Stapled Securities. If the acquirer’s existing holding or control
(together with associates) is 50% of the Stapled Securities or less, the offer must be for Stapled
Securities which will result in the acquirer holding or controlling more than 50% of Stapled
Securities. If insufficient acceptances are received to take acquirer’s holding or control over 50%
(or such lesser amount approved by shareholders), the offer would fail. If excess acceptances of
an offer are received, the acceptances must be scaled back proportionately.
(c) Shareholder Approval: By an acquisition or allotment of Stapled Securities that has been
approved by an ordinary resolution of shareholders (a simple majority of shareholders voting on
the issue), on which the acquirer and its associates cannot vote.
(d) 5% Creep: If the acquirer holds or controls more than 50% but less than 90% of voting rights,
by acquisitions not exceeding 5% of the total Stapled Securities in any 12 month period. The
maximum increase permitted would be calculated from the lowest percentage of Stapled
Securities held by acquirer in that 12-month period.
(e) Compulsory Acquisition: If the acquirer already holds 90% or more of voting rights, any further
increase in that holding or control can be made without restriction. Furthermore, the holder
may compulsorily acquire the remaining Stapled Securities and may be required to acquire the
Stapled Securities of the remaining holders.
4.10 If the acquisition is to proceed in terms of paragraph 4.9(a) or 4.9(c), GPS and GNZL will be required
to commission a report from an independent adviser, and GPS and GNZL will need to provide certain
information to their shareholders (including a recommendation in respect of the transaction from
the directors).
4.11 GPS and GNZL are entitled to recover their expenses in respect of a takeover offer from the party
which made the offer.
4.12 The Takeovers Code also contains provisions relating to timing, disclosure, calculation of
consideration, voting thresholds and prohibitions and prohibited “defensive” tactics.
4.13 Further information in respect of the Takeovers Code can be found on the Takeovers Panel website at
takeovers.govt.nz.
Principal difference
4.14 Under the Takeovers Provisions, there is no minimal level of acceptance required for an offer to
proceed. Under the Takeovers Code, a full or partial offer could only proceed if the acquirer receives
acceptances that would take its holding or control to over 50% of the voting rights (subject to limited
exceptions).
4.15 Furthermore, it will be more difficult for an acquirer to avail itself of the “5% creep” provisions under the
Takeovers Code (when compared to the Takeovers Provisions), as a minimum holding of 50% will be
required (compared to 20% under the Takeovers Provisions).
EXPLANATORY NOTES
PART 4: COMPARISON BETWEEN STATUS QUO AND NEW STRUCTURE — continued
38
Schemes of Arrangements
4.16 If the Transaction proceeds, it would also be possible for a takeover of GPS and GNZL to be
conducted by way of a scheme of arrangement under the Companies Act. This would involve a
statutory, Court-approved procedure largely run by GPS and GNZL governed by the Companies
Act and would require shareholder approval (albeit at a lower threshold than the 90% threshold
required under a takeover offer in order to trigger compulsory acquisition).
5. NZX Waivers and Rulings
Waiver from Listing Rule 2.10
5.1 On 28 March 2024, being the date of completion of the Internalisation, NZX Regulation Limited
granted GMT a waiver from Listing Rule 2.10 to the extent that directors of the new manager, GPS,
are “interested” in the transactions that the manager is entering for the purposes of the day-to-day
management of GMT, solely due to those directors being a director of the manager. Without this
waiver, the directors of the manager could be deemed to be “interested” in every decision relating
to the investments by GMT due to the relationship between the manager, GMT and Unitholders,
with the directors therefore unable to vote on these decisions. The waiver from Listing Rule 2.10
was granted on the following conditions:
(a) any director abstain from voting on any transactions entered into by the manager on behalf of
GMT with another entity in respect of which the director would be otherwise “interested”; and
(b) GMT has a Non-Standard (NZ) designation in accordance with Listing Rule 1.18.1.
5.2 GNZL and GPS have been granted an equivalent waiver from Listing Rule 2.10, to the extent that a
director of GNZL would otherwise be unable to vote because they were “interested” as defined in
Listing Rule 2.10.1 in the matters, solely due to being a director of GPS, and vice versa, but for no
other reason. The waiver is granted on the condition that the board of GPS and GNZL mirror one
another.
Ruling on GMT’s listing status and governing documents
5.3 On 28 March 2024, NZX Regulation Limited granted a ruling that the listing status of GMT is an
Issuer of Equity Securities in the Listing Rules and that Units in GMT are therefore considered
Equity Securities under the Listing Rules (in line with GMT’s historical listing status under the pre-
2019 Listing Rules as an issuer of Equity Securities). This allowed GMT to offer Unitholders the
same level of protection afforded to them pursuant to the 2019 waiver decision.
5.4 In the same waiver and ruling decision, NZX Regulation Limited further confirmed that GMT’s Trust
Deed is GMT’s sole Governing Document under the Listing Rules. This was because by confirming
that GMT is an Issuer of Equity Securities, both GMT’s Trust Deed and the manager’s constitution
could be considered Governing Documents of GMT based on the definition of Governing
Document in the Listing Rules.
5.5 Following Completion, GNZL and GPS are each an Issuer of Equity Securities under the Listing
Rules (therefore, no equivalent ruling is required). The constitution of each of GPS and GNZL and
the Stapling Deed will be the Governing Documents of the Stapled Group.
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PART 5:
RISKS AND DISADVANTAGES
The directors of GPS have also considered possible downsides and potential risks of the Transaction.
Potential risks and disadvantages include the following:
+The Transaction will remove some protections Unitholders currently have.
—There will no longer be a separate licensed supervisor overseeing the actions of GPS, as manager
of GMT. GPS will no longer be required to maintain a licence to act as a manager of a registered
scheme.
—GPS and GNZL will not be subject to the governance provisions in the Trust Deed and the FMC Act
which apply to managed investment schemes. This means the duties in the FMC Act applicable to
GPS as manager of GMT will no longer apply and there will cease to be a requirement to maintain a
statement of investment policy and objectives.
—The Trust Deed will also cease to apply. A consequence of this for Unitholders is that GPS and
GNZL will not be subject to the explicit gearing restriction under the Trust Deed. However, it should
be noted that GPS and GNZL’s proposed gearing covenants are consistent with the Trust Deed’s
gearing restriction.
+The Stapling will result in increased complexity within the structure.
+GNZL’s Private Ruling from Inland Revenue in relation to the Transaction and its impact on GNZL’s PIE
status is valid for a period of three years. However, there is no guarantee that the Private Ruling will be
renewed or that taxation laws will not change in a way that adversely affects the Transaction, and GNZL’s
PIE status. GNZL will continue to monitor compliance with the condition specified in the Private Ruling
and the eligibility requirements to preserve its PIE status.
+The Stapled Group will be subject to the usual business risk that there may be changes in laws that have
an adverse impact on financial performance. Depending on the nature of the changes, the impact may
be limited to the value of returns generated by particular property investments. However, changes in
New Zealand’s tax laws could affect the ability of GNZL to retain its PIE status, even if the Transaction
is implemented and the terms and conditions of the Private Ruling are complied with. It should be noted
that such changes would also impact GMT even if the Transaction did not proceed. No assurance can
be given that the current laws and regulations or the adoption of new laws and regulations will not have a
material adverse effect on the Stapled Securities.
+Management services provided by GPS to GNZL will need to be demonstrated as being on arms’ length
terms to comply with the requirements of the Private Ruling (as well as being in the best interests of each
of them in accordance with usual company law requirements). This may mean that GNZL and GPS may
need to engage an independent advisor to review transactions from time to time.
+Shareholders may have additional New Zealand tax to pay on the dividends from GPS (eg if they have a
personal tax rate higher than the company tax rate or the dividend paid is not fully imputed) whereas they
do not currently have any additional New Zealand tax on dividends from GMT due to GMT’s PIE status.
+The Stapled Security structure is not easily unwound. While GNZL and GPS have provided for the ability
to unwind the Stapled Security structure in the constitutions and the Stapling Deed, there is a risk that
the Stapling is not easily unwound. This would affect the ability of shareholders to unstaple the Stapled
Securities.
The principal commercial risks and disadvantages applicable to GNZL and GPS if the Transaction is
approved will be the same as the principal risks applicable to GMT. These risks will essentially remain
unchanged by the Transaction.
If Unitholders reject the Transaction, there is a risk that GMT will not be able to implement an alternative
structure to achieve its commercial objectives which also preserves GMT’s PIE status. If this occurs,
Unitholders may receive lower returns than would otherwise be the case either as a result of GMT not being
able to pursue its commercial objectives, or because of exposure to a higher effective New Zealand tax rate
on their investment in GMT, resulting in lower returns.
40
Natasha Artus, Assistant Project Manager, and Connor Morley, Aspec Construction
Reviewing progress of the overland flow path during construction at Roma Road Estate.
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SCHEDULE 1
SUMMARY OF CONSTITUTIONS
AND STAPLING DEED
Constitutions of GPS and GNZL
+NZX Listing Rules – The constitutions incorporate by reference the provisions
of the Listing Rules that are required by the Listing Rules to be contained or
incorporated by reference in the constitutions. This includes provisions that:
—if a ruling is given by NZX, the ruling will operate as a permitted variation to the
constitutions in the context of that ruling;
—the provisions of the Listing Rules prevail over the provisions of the
constitutions; and
—each of GPS and GNZL (as applicable) must comply with the Listing Rules.
+Shares – Each GPS Share and GNZL Share provides the holder the right to:
—one vote on a poll at a meeting of shareholders;
—equal participation with all other shares in dividends;
—equal participation with all other shares in the distribution of the surplus assets;
—be sent reports, notices of meetings and other information sent to
shareholders; and
—any other rights as a shareholder conferred by the constitution of the GPS or
GNZL (as applicable) and the Companies Act.
+Share issues – The GPS Board or GNZL Board (as applicable) may issue new
shares or other equity securities, so long as the issue is made in compliance with
the Listing Rules and the Stapling provisions outlined below.
+Voting rights – Each share gives a right to vote at a meeting of shareholders. On a
vote by poll each fully paid share has one vote. On a show of hands or by voice each
shareholder has one vote.
+Dividends – Dividends and other distributions are subject to certain procedures
and requirements under the Companies Act. The directors must not pay a dividend
or make a distribution unless they are satisfied on reasonable grounds that GPS or
GNZL (as applicable) will immediately after the dividend or distribution satisfy the
solvency test. Dividends and distributions cannot be made unequally in respect of
any one class of shares.
+Buy-back of equity securities – GPS or GNZL (as applicable) may purchase
or otherwise acquire shares, hold shares so purchased or acquired and redeem
redeemable shares or equity securities in accordance with the Companies Act, the
Listing Rules and the Stapling provisions outlined below.
+Appointment of directors – The minimum number of directors of GNZL is three,
of whom at least two must be ordinarily resident in New Zealand. A majority of the
directors must be independent directors. The composition of the board of GPS
must at all times be the same as the composition of the board of directors of GNZL.
Directors are subject to retirement by rotation in accordance with the provisions of
the Listing Rules.
42
+Stapling – The constitutions incorporate provisions that staple the GPS Shares and GNZL Shares
together. By way of summary, the provisions include that:
—no GPS Shares will be issued without a corresponding issue of GNZL Shares (and vice versa);
—any transfer of GPS Shares by shareholders will not be accepted unless there is a corresponding
transfer of GNZL Shares to the same transferee at the same time (and vice versa); and
—if GPS or GNZL cancels, buys-back or redeems a GPS Share or a GNZL Share (as applicable),
a corresponding and simultaneous cancellation, buy-back or redemption must also be made in
respect of the other component of the Stapled Security.
Stapling Deed
+The Stapling Deed sets out the terms and conditions of the relationship between GPS and GNZL.
+Cooperation – Each of GPS and GNZL agree that they will cooperate with the other to the fullest extent,
which includes ensuring there is:
—free disclosure of information between the parties on a confidential basis, including disclosure of
information provided to holders of Stapled Securities;
—full co-operation between the parties to ensure that each complies with its obligations under the
Listing Rules, Companies Act, FMC Act and otherwise;
—agreement on any proposed restructuring of capital, including changing of the Stapling
arrangements or the stapling of additional securities;
—fair apportionment of costs; and
—arm’s length dealings between GPS and GNZL at all times, unless otherwise agreed by the
respective boards.
+Stapling – The Stapling Deed also provides, contractually, that each of GPS and GNZL are required to
ensure that:
—the number of GPS Shares and GNZL Shares on issue are the same at all times;
—no GPS Shares may be issued, acquired or redeemed by GPS without a corresponding issue,
acquisition or redemption (as applicable) of GNZL Shares by GNZL (and vice versa);
—no GPS Shares may be transferred by shareholders without a corresponding transfer of GNZL
Shares to the same person at the same time (and vice versa); and
—the Stapled Securities will be quoted as a Stapled Security on the NZX Main Board at all times, but
GPS and GNZL will remain separate legal entities and each will be separately admitted to being
listed on the NZX Main Board by NZX.
+Buy-back of equity securities – Where any GPS Shares or GNZL Shares are issued or bought back by
GPS and GNZL, the Stapling Deed provides that GPS and GNZL will agree the issue / buy-back price,
and this price must be based on the market price of the Stapled Securities. The Stapling Deed provides
the basis of allocating the consideration to be received or paid (as applicable) by the Stapled Group.
In the event of a dispute relating to the allocation of the consideration, an independent expert will be
appointed to resolve the issue.
+Unwinding the Stapled structure – The Stapling Deed also provides that, if it is desired or necessary
that the Stapled Securities be unstapled (eg due to changes in law or an insolvency event), this will
require a special resolution of shareholders or a board resolution to implement. Each of GPS and GNZL
will be obliged to follow certain procedures in the event that the Stapled Securities are unstapled.
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SCHEDULE 2
SUMMARY OF FMA EXEMPTIONS
AND NZX WAIVERS AND RULINGS
FMA Exemptions
The FMA has granted exemptions under the Financial Markets Conduct (Goodman
New Zealand Limited and Goodman Property Services (NZ) Limited) Exemption Notice
2026 (“Exemption Notice”).
The Exemption Notice exempts GNZL and GPS from complying with certain disclosure
requirements under section 57(1)(b)(ii) of the FMC Act and regulations 20(1) and 23(1)
and certain clauses of Schedule 3 of the FMC Regulations in respect of the Transaction,
subject to conditions requiring the alternative disclosure.
Section 57(1)(b)(ii) of the FMC Act requires the offer register to contain all material information
relating to the offer that is not contained in the product disclosure statement for the offer of
Stapled Securities. The exemption from this section has been granted on the basis that material
information relating to GMT has been disclosed on the NZX Main Board and it is therefore
not necessary to replicate information on the offer register that is already publicly available.
The exemptions from the FMC Regulations exempt GNZL and GPS from the requirement to
include all of the information in Part 1 of Schedule 3 of the FMC Regulations which is required
to be included in a full product disclosure statement and enable the offer of Stapled Securities
by GNZL and GPS to be made in a single product disclosure statement. The rationale for
these exemptions includes the following:
+The FMC Regulations include a simplified disclosure offer regime which enables listed
issuers that are subject to continuous disclosure obligations under the Listing Rules
to offer certain financial products using a simplified disclosure product disclosure
statement. GMT is listed on the NZX Main Board and GPS, as manager of GMT, is subject
to continuous disclosure obligations in respect of GMT. GNZL is not currently listed and is
not currently subject to continuous disclosure obligations. Under the Transaction, eligible
Unitholders will become holders of the Stapled Securities. GNZL and GPS are not able to
prepare a simplified disclosure product disclosure statement for the offer of the Stapled
Securities to eligible Unitholders, notwithstanding that the business of GMT indirectly
owned by Unitholders immediately before the Transaction and the combined business of
GNZL and GPS indirectly owned by shareholders immediately after the Transaction will be
substantially the same.
+If the Transaction is implemented, GNZL and GPS will operate as a single economic
enterprise, GNZL and GPS’ shareholders and their respective shareholdings in each of
GNZL and GPS will be identical and GNZL and GPS’ shares will be stapled and cannot be
transferred or otherwise dealt with other than together.
+The effect of the exemptions is to enable GNZL and GPS to prepare a single product
disclosure statement similar to a simplified disclosure product disclosure statement for
the offer of the Stapled Securities (“Simplified Stapled Securities PDS”), tailored to
reflect that the Stapled Securities are shares issued by GNZL and GPS rather than units
issued by GPS as manager of GMT. The effect of the exemptions reflects that GMT is the
current listed entity and that financial information about GMT, which has been disclosed
on the NZX Main Board, is most relevant to a Unitholder’s decision on the Resolution.
Allowing GNZL and GPS to prepare a Simplified Stapled Securities PDS, and provide
alternative information on the register entries will ensure that Unitholders have available
to them all material information necessary to make an informed decision in relation to the
offer of Stapled Securities.
44
The Exemption Notice also exempts GMT Shareholder, as offeror of the Stapled Securities, from the
requirement in section 50 of the FMC Act to give the Simplified Stapled Securities PDS to an eligible Unitholder
before the Unitholder makes an application for the Stapled Securities. GMT Units are traded on the NZX Main
Board, so the identity of the Unitholders is changing continuously. This raises difficulties for GMT Shareholder
to be certain every eligible Unitholder who receives the Stapled Securities has received the Simplified Stapled
Securities PDS. The conditions require GMT Shareholder to send the Simplified Stapled Securities PDS to
eligible Unitholders at the date on which this Notice of Meeting is sent and take steps to minimise the number of
eligible Unitholders who may not be given the product disclosure statement.
A copy of the Exemption Notice is available on the offer register at https://disclose-register.companiesoffice.
govt.nz/
NZX Waivers and Rulings
Transaction Waiver
NZX has agreed that, in respect of the Transaction, certain provisions of the Listing Rules will not apply to GMT,
or will apply in a different manner than is usual for listed unit trusts.
NZX has granted GMT the Transaction Waiver, which is a waiver from the provisions of Listing Rule 2.10.1,
to permit the current GPS Directors to vote on any resolution necessary to consider, progress or give effect
to the Transaction and be counted in the quorum of any meeting of the GPS Board for the consideration of
such matters.
The Transaction Waiver shall only apply to the extent that a GPS Director would be unable to vote because
they are “interested” in the Transaction, solely due to being a director of GPS and/or a related company of GPS
and will become a GNZL Director if the Transaction proceeds. GPS Directors will not be permitted to vote on
matters related to the Transaction in which they are “interested” by virtue of a relationship or interest other than
their directorship of GPS or a related company of GPS or their potential directorship of GNZL.
Additionally, the Transaction Waiver has been granted on the condition that the GPS Directors are only
permitted to vote on such resolutions as are necessary to put the Transaction proposal before a meeting of the
Unitholders and, where Unitholders approve the Transaction, give effect to the Transaction.
Stapled Group Waivers
NZX has agreed that, following Completion of the Transaction, certain provisions of the Listing Rules will not
apply to the Stapled Group, or will apply in a different manner than is usual for listed companies.
NZX has agreed to grant GNZL and GPS the Stapled Group Waivers, which are, subject to conditions, waivers
from, rulings in respect of and approvals to amendments to, the following Listing Rules in respect of the Stapled
Group following Completion:
+A ruling that, for the purposes of the definition of “Material Information” in the Listing Rules, any reference to
“Quoted Financial Products of the Listed Issuer” shall be a reference to “Quoted Financial Products of the
Stapled Group”.
+A ruling that, for the purposes of the definitions of “Average Market Capitalisation” and “Average Market
Price” in the Listing Rules:
—any reference to “Issuer” shall be a reference to “Stapled Group”; and
—any reference to “Quoted Equity Securities” refers to the Stapled Securities.
+A ruling that, for the purposes of the definition of “Disqualifying Relationship” in the Listing Rules, any
reference to “Issuer” shall be a reference to the Stapled Group, in order to allow the Independent Directors
of GPS to also be Independent Directors of GNZL, as required by the Listing Rules.
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+A waiver from the provisions of Listing Rules 2.2 to 2.5 and 2.7 to 2.8 to permit:
—the GNZL Board and the GPS Board to be made up of the same people;
—the GPS Board members to be deemed to be appointed (or removed) if appointed to (or removed
from) the GNZL Board; and
—the GPS Board members to retire from the GPS Board by rotation at the same time as they retire
from the GNZL Board.
+A ruling that, for the purposes of Listing Rule 2.11, any reference to “Issuer” shall be a reference to
GNZL or GPS, so as to permit the pooling of director remuneration for the Stapled Group and permit
the approval of director remuneration by either the shareholders of GNZL or GPS.
+A waiver from the provisions of Listing Rule 2.10.1, to the extent that a director of one Stapled entity
would be unable to vote because they are “interested” in the matter, solely due to being a director of the
other Stapled entity. Directors will not be permitted to vote on matters in which they are “interested” by
virtue of a relationship or interest other than their directorship of GNZL or GPS.
+A ruling that, for the purposes of paragraph (f) of the definition of “Related Party” in the Listing Rules, the
word “Issuer” be interpreted as a reference to either GNZL or GPS. In effect, this ruling will permit GNZL
and GPS or their respective subsidiaries to enter into “Material Transactions” as “Related Parties” within
the Stapled Group without requiring the approval of shareholders.
+A ruling that, for the purposes of Listing Rule 4.6.1, any reference to “Employees” will be a reference to
“Employees” of any of GNZL, GPS or their respective subsidiaries, so as to enable Stapled Securities to
be issued to any employee of the Stapled Group.
+A waiver from Listing Rules 3.13, 3.14 and 3.15 to permit the Stapled Group to announce, via NZX, any
issues, acquisitions, redemptions, distributions, conversions and calls in respect of Stapled Securities on
a consolidated basis.
+A waiver from Listing Rules 2.14.1, 2.14.2, 7.8 and 7.9, to the extent required, such that GNZL and
GPS are not required to issue their own notices, reports and communications to holders of their shares.
Instead, GNZL and GPS shall provide joint notices, reports and communications to holders of the
Stapled Securities as a Stapled Group. Any notice, report or communication which relates to only one of
GNZL or GPS will clearly explain which of GNZL or GPS is the source.
+A waiver from Listing Rules 3.5, 3.6, 3.7 and 3.8, to permit the Stapled Group to provide the information
required in annual reports and half-yearly results announcements on a consolidated basis. This waiver
is subject to the additional condition that GNZL and GPS release financial statements of the Stapled
Group with any annual report of the Stapled Group and any other financial statements required by the
FMC Act.
+A waiver from Listing Rule 8.3, to permit GNZL and GPS to provide joint statements of shareholdings
to shareholders which shows their Stapled Group holding. Any statement which relates to only one of
GNZL or GPS will clearly explain which of GNZL or GPS is the source.
In addition to the conditions set out above, the Stapled Group Waivers have all been granted on the
additional conditions that:
+GNZL and GPS remain a Stapled Group;
+GNZL and GPS will each be given a “Non-Standard” designation (“NS Designation”) upon the Stapled
Group’s listing and quotation (as those terms are defined in the Listing Rules); and
+offer documents and annual reports provided by the Stapled Group will disclose the NS Designation and
include the implications of investing in the Stapled Securities.
The waivers and rulings of the Stapled Group Waivers which relate to the directors and boards of GNZL and
GPS are also generally subject to the additional condition that at all times the GNZL Board and GPS Board
mirror each other.
SCHEDULE 2
— continued
46
INFORMATION FOR UNITHOLDERS
IN ELIGIBLE JURISDICTIONS
OUTSIDE OF NEW ZEALAND
Australia
This offer of Stapled Securities to Australian investors is a recognised offer made under
Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act
2001 and Regulations. In New Zealand, this is Subpart 6 of Part 9 of the Financial Markets
Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014
of New Zealand.
This offer of Stapled Securities and the content of the offer document are principally
governed by New Zealand, rather than Australian, law. In the main, the Financial Markets
Conduct Act 2013 of New Zealand and the Financial Markets Conduct Regulations 2014
of New Zealand set out how the offer must be made.
There are differences in how securities and financial products are regulated under New
Zealand, as opposed to Australian, law. For example, the disclosure of fees for managed
investment schemes is different under New Zealand law.
The rights, remedies and arrangements for compensation available to Australian investors
in New Zealand securities and financial products may differ from the rights, remedies and
arrangements for compensation for Australian securities and financial products.
Both the Australian and New Zealand securities regulators have enforcement responsibilities
in relation to this offer of Stapled Securities. If you need to make a complaint about this
offer, please contact the Australian Securities and Investments Commission (ASIC). The
Australian and New Zealand regulators will work together to settle your complaint.
The taxation treatment of New Zealand securities and financial products is not the same as
that for Australian securities and products.
If you are uncertain about whether this investment is appropriate for you, you should seek the
advice of an appropriately qualified financial advisor.
The offer may involve a currency exchange risk. The currency for the security or financial
product is in dollars that are not Australian dollars. The value of the security or financial
product will go up and down according to changes in the exchange rate between those
dollars and Australian dollars. These changes may be significant.
If you receive any payments in relation to the security or financial product that are not in
Australian dollars, you may incur significant fees in having the funds credited to a bank
account in Australia in Australian dollars.
If the security or financial product is able to be traded on a financial market and you
wish to trade the security or financial product through that market, you will have to make
arrangements for a participant in that market to sell the security or financial product on
your behalf. If the financial market is a foreign market that is not licensed in Australia (such
as a securities market operated by the New Zealand Exchange Limited (NZX)) the way in
which the market operates, the regulation of participants in that market and the information
available to you about the security or financial product and trading may differ from Australian
licensed markets.
SCHEDULE 3
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Austria
In addition to the information set out in Section 10 of Part 1 of the Explanatory Notes, the Transaction does
not constitute an offer pursuant to Art. 2 (d) Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”)
or Art. 1 para. 1 no. 1 Austrian Capital Markets Act. The Transaction is subject to the approval of Unitholders
by Extraordinary Resolution. If the Transaction is approved by the Unitholders by Extraordinary Resolution
and the other conditions set out Section 5 of Part 1 of the Explanatory Notes are satisfied, the Unitholders
will receive Stapled Securities irrespective of their vote at the Meeting.
Canada
The Stapled Securities will be distributed in Canada under an exemption from the prospectus requirements
of applicable Canadian provincial and territorial securities laws. Any resale of the Stapled Securities in
Canada will be restricted and must be made in accordance with, or pursuant to exemptions from, the
prospectus requirements of applicable Canadian provincial and territorial securities laws. It is expected that
a prospectus exemption will be available for the resale of Stapled Securities through an exchange or market
outside of Canada or to a person or company outside of Canada. Unitholders are advised to seek legal
advice prior to any resale of Stapled Securities.
France, French Polynesia and New Caledonia
In France, no Stapled Securities have been offered or will be offered to the public.
This Notice of Meeting is not intended to and does not constitute, represent or form part of and should
not be construed as an offer or invitation to exchange or sell, or solicitation of an offer to subscribe for or
buy, or an invitation to exchange, purchase or subscribe for, any Stapled Securities in France.
This Notice of Meeting does not constitute a prospectus (within the meaning of Regulation (EU) 2017/1129
of the European Parliament and the Council, as amended (the EU Prospectus Regulation)). No prospectus
has been or will be prepared, approved by the Autorité des marchés financiers or filed with the Autorité des
marchés financiers, for the purposes of the issuance or the offer of the Stapled Securities.
European Economic Area
In relation to each Member State of the European Economic Area (each a Member State), no Stapled
Securities pursuant to the Transaction have been offered or will be offered to the public in that Member
State, except that offers of the Stapled Securities pursuant to the Transaction may be made under the
following exemptions under the EU Prospectus Regulation (EU) 2017/1129 (the EU Prospectus Regulation):
+at any time to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
+at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU
Prospectus Regulation); or
+at any time in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
provided that no such offer of Stapled Securities referred to above shall require GPS or the Supervisor
to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation.
For the purposes of this provision, the expression “offered to the public” in relation to any Stapled Securities
pursuant to the Transaction to any Member State means the communication in any form and by any means of
sufficient information on the terms of the Transaction and the Stapled Securities to be offered so as to enable a
Unitholder to decide to participate in the Transaction and acquire or subscribe for the Stapled Securities.
SCHEDULE 3
— continued
48
Hong Kong
Warning
The contents of this Notice of Meeting have not been reviewed by any regulatory authority in Hong Kong. You
are advised to exercise caution in relation to the Transaction. If you are in any doubt about any of the contents of
this Notice of Meeting, you should obtain independent professional advice.
Japan
Solicitation for subscription (as defined under Paragraph 2, Article 4 of the Financial Instruments and Exchange
Act (the FIEA)) to Stapled Securities of GNZL and GPS constitutes a solicitation to small number offerees (as
defined under Paragraph 4, Article 23-14 of the FIEA) and therefore no securities registration statements
pursuant to Paragraph 1, Article 4 of the FIEA has been filed in relation to the solicitation for subscription to the
Stapled Securities.
Malaysia
The Stapled Securities are issued to the Unitholders in Malaysia (the “Malaysian Unitholders”) not with a
view of these Stapled Securities being on-sold in Malaysia, and no documents issued by or on behalf of GMT
(including this Notice of Meeting) are permitted to be used in any subsequent sale by the Malaysian Unitholders.
The Malaysian Unitholders must seek their own professional advice as to whether to vote for or against the
Transaction and, if the resolution is passed, they must seek their own professional advice about the legal
requirements relating to the future sale of any Stapled Securities so acquired.
Portugal
This document is provided solely for information purposes in connection with the proposed corporate
reorganisation and the related unitholders’ meeting. It is not intended to promote or solicit any investment
decision, but solely to describe the Transaction and its consequences for existing unitholders. It does not
constitute, and should not be construed as, an offer of securities or an invitation to invest in Portugal.
Sweden
This Notice of Meeting does not constitute a prospectus under Regulation (EU) 2017/1129 (the EU Prospectus
Regulation) and the Transaction does not constitute an offer to the public in Sweden requiring the preparation
of a prospectus pursuant to the EU Prospectus Regulation. No public offering of Stapled Securities is being
made in Sweden, and any offering of Stapled Securities may only be made in accordance with an applicable
exemption under the EU Prospectus Regulation.
Switzerland
This Notice of Meeting is not intended to constitute an offer or solicitation to purchase or invest in the Stapled
Securities. The Stapled Securities may not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act (FinSA) and no application has or will be made to admit the Stapled
Securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither
this Notice of Meeting nor any other explanatory or marketing material relating to the Stapled Securities and
the restructuring of GMT constitutes a prospectus pursuant to FinSA, and neither this Notice of Meeting nor
any other explanatory or marketing material relating to the Stapled Securities may be publicly distributed or
otherwise made publicly available in Switzerland.
Taiwan
The Stapled Securities have not been and will not be registered with the Financial Supervisory Commission of
Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan
through a public offering or in circumstances which constitutes an offer within the meaning of the Securities
and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission
of Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise
intermediate the offering and sale of the Stapled Securities in Taiwan.
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SCHEDULE 3
— continued
Thailand
No public offering has been, or will be, conducted in Thailand in connection with the Transaction. No
registration statement or draft prospectus has been, or will be, filed with, or approved by, the Securities and
Exchange Commission of Thailand in respect of the Transaction.
To the extent any Stapled Securities are distributed into Thailand, such distribution is intended to rely on an
exemption from the approval and filing requirements under the Securities and Exchange Act of Thailand B.E.
2535 (1992), as amended, and relevant regulations (collectively, the “Thai SEC Act”), including the private
placement exemptions thereunder. Any distribution in Thailand will be made only in a manner consistent with
the applicable exemption conditions, including restrictions on publicity and circulation of offering materials
to specific offerees only.
Accordingly, this document and any other documents or materials in connection with the Transaction, may
not be issued, circulated or distributed, whether directly or indirectly, to any person in Thailand, other than
specific offerees pursuant to and in accordance with exemptions available under the Thai SEC Act.
United States of America
The offer and sale of the Stapled Securities have not been registered under the U.S. Securities Act of 1933.
The Stapled Securities may not be offered or sold in the United States unless they have been registered
under the U.S. Securities Act or are offered and sold under an exemption from or in a transaction not subject
to the registration requirements of the U.S. Securities Act.
The Stapled Securities are securities of New Zealand companies. GNZL and GPS and the Transaction are
subject to the disclosure requirements of New Zealand, which are different from those of the United States.
Financial information and financial statements included or referred to in this document have been prepared
in accordance with New Zealand equivalents to International Financial Reporting Standards and International
Financial Reporting Standards and may not be comparable to the financial information or financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since GNZL and GPS are located in New Zealand, and some or all of their officers and
directors are residents of New Zealand. You may not be able to sue GNZL or GPS or their respective officers
or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel GNZL or
GPS or their affiliates to subject themselves to a U.S. court’s judgment.
Investors in the United States should conduct their own investigation into the United States federal income
tax consequences of owning and disposing of Stapled Securities, including making their own assessment of
whether, and the consequences to them if either or both of GNZL and GPS is or becomes a “passive foreign
investment company” as defined in Section 1297 of the U.S. Internal Revenue Code of 1986.
50
+64 0800 746 422
covenant.co.nz
Office address:
Level 6, 191 Queen Street,
Auckland 1010, New Zealand
Postal address:
PO Box 4243, Shortland Street,
Auckland 1140, New Zealand
SCHEDULE 4
LETTER FROM COVENANT TRUSTEE
SERVICES LIMITED
27 February 2026
To: The Unitholders, Goodman Property Trust
Covenant Trustee Services Limited (“Covenant”) acts as the Supervisor for the Goodman
Property Trust (“Tr u s t”) under the Trust Deed dated 23 April 1999 as amended and
restated from time to time (“Deed”). Goodman Property Services (NZ) Limited (“GPS”) is
the Manager of the Trust and is essentially owned by the Unitholders, via a shareholding
trustee (as approved by Unitholders at the March 2024 internalisation special meeting).
Covenant has the responsibility to act in the best interests of the Unitholders while
supervising the performance by the Manager of its functions and obligations within the
terms of the Deed, the Financial Markets Conduct Act 2013 and the Financial Markets
Conduct Regulations 2014. Covenant is licenced to fulfil this role pursuant to the Financial
Markets Supervisors Act 2011.
The Manager is proposing to corporatise the Trust through a corporatising and stapling
transaction (“Corporatisation Proposal”) as described in the Notice of Special Meeting
and Explanatory Notes dated 27 February 2026 (“NoM”), which will have the effect of
changing the structure of the Trust to a company structure. Instead of owning units in the
Trust, Unitholders will own shares in two companies (GPS and Goodman New Zealand
Limited) that are linked and traded together as one security.
The Manager has called a special meeting of Unitholders to seek your approval by way of
Extraordinary Resolution to authorise and direct GPS, Covenant and GMT Shareholder
Nominee Limited to do everything necessary to give effect to the Corporatisation
Proposal. The details of the Extraordinary Resolution and other supporting information and
explanation are set out in the NoM.
This is an important matter for Unitholders, as the outcome of the Corporatisation
Proposal (if approved) will result in a change from Unitholders holding units in the Trust to
shareholders holding shares in GPS and Goodman New Zealand Limited. It is important that
you read the NoM carefully.
We strongly recommend you seek advice from your professional advisor(s) before casting
your vote.
You should note that if the Extraordinary Resolution is passed at the special meeting, then it
will be binding on all Unitholders, including any Unitholders who vote against the proposal.
Yours sincerely,
Harry Koprivcic
Chief Executive Officer
Covenant Trustee Services Limited
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Cash Earningsmeans a non-GAAP measure that assesses free cash flow on a per unit basis
after adjusting for certain items. Refer to GMT’s most recent interim and
annual results presentations for details of its calculation.
Companies Actmeans the Companies Act 1993.
Completionmeans completion of the Transaction.
Corporatisationmeans the proposal to move the business of GMT from a trust governed by
the FMC Act to a company structure governed by the Companies Act, and
“Corporatise” has a corresponding meaning.
Directorsmeans the Independent Directors, John Dakin and Gregory Goodman, being
all of the current directors of GPS and GNZL.
Eligible Jurisdictionshas the meaning given in paragraph 10.1 of Part 1 of the Explanatory Notes.
Extraordinary Resolutionmeans a resolution approved by Unitholders holding Units with a combined
value of no less than 75% of the value of the Units of GMT held by those
persons who are entitled to vote and vote on the question.
FMAmeans the Financial Markets Authority.
FMC Actmeans the Financial Markets Conduct Act 2013.
FMC Regulationsmeans the Financial Markets Conduct Regulations 2014.
GMBmeans GMT Bond Issuer Limited (which will be renamed GNZ Bond Issuer
Limited on Completion).
GMTmeans Goodman Property Trust.
GMT Shareholdermeans GMT Shareholder Nominee Limited.
G PALmeans Goodman Property Aggregated Limited.
GNZL
means Goodman New Zealand Limited.
GNZL Boardmeans the board of directors of GNZL from time to time.
GNZ Fincomeans GNZ Finco Limited, a finance subsidiary of GNZL.
GNZL Sharesmeans ordinary shares of GNZL.
GPSmeans Goodman Property Services (NZ) Limited.
GPS Boardmeans the board of directors of GPS from time to time.
GPS Sharesmeans ordinary shares of GPS.
Highbrook Fundmeans Goodman NZ Highbrook Limited Partnership.
Income Tax Actmeans the Income Tax Act 2007.
Independent Directorsmeans David Gibson, Laurissa Cooney, Leonie Freeman and Steve Jurkovich,
the independent directors of GPS and GNZL.
Ineligible Holdershas the meaning given in paragraph 2.2(h)(i) of Part 1 of the Explanatory
Notes.
Internalisationmeans the internalisation of the management of GMT.
IRDmeans the Inland Revenue Department.
Listing Rulesmeans the NZX Listing Rules.
Meetingmeans the special meeting of Unitholders to be held with a hybrid format
online at Pipiri Lane, 124 Halsey Street, Wynyard Quarter, Auckland on
31 March 2026, commencing at 1:00pm, and any adjournment thereof.
Notice of Meetingmeans this notice of special meeting dated 27 February 2026.
GLOSSARY
52
NZ RegComeans NZX Regulation Limited.
NZXmeans NZX Limited.
NZX Main Boardmeans the main board financial product market operated by NZX.
NZX Waivers and Rulingsmeans the waivers and rulings provided by NZ RegCo as set out in paragraph
1.8 of Part 1 of the Explanatory Notes.
Portfolio Investment Entity or PIEmeans a portfolio investment entity as defined in the Income Tax Act.
Private Rulingmeans the ruling issued by the IRD as set out in paragraph 8.1 of Part 1 of
the Explanatory Notes.
Product Rulingmeans the ruling issued by the IRD as set out in paragraph 8.4 of Part 1 of
the Explanatory Notes.
Property Holding Companiesmeans Goodman (Highbrook) Limited, Goodman Property Aggregated
Limited, Highbrook Limited and GMT Penrose Limited.
Receivablehas the meaning given in paragraph 2.2(b) of Part 1 of the Explanatory Notes.
Registrarmeans Computershare Investor Services Limited.
Resolutionmeans the resolution set out in agenda item two on page 8 of the Notice of
Meeting.
Sale Agent
means UBS New Zealand Limited, a nominee appointed by GMT to sell the
Stapled Securities that would otherwise be issued to Ineligible Holders.
Shareholding Deedmeans the shareholding deed dated 28 March 2024 entered into by the
Supervisor, GMT Shareholder and GPS.
Stapled Group
means GNZL and GPS together, and any subsidiaries of GNZL and GPS.
Stapled Securitymeans one GNZL Share and one GPS Share that are contractually and
constitutionally stapled together such that one cannot be traded, or otherwise
dealt with, without the other. Each reference to a Stapled Security in these
Explanatory Notes is taken to refer to one GNZL Share and one GPS Share
in their legal capacity as separate securities, but which are traded together
following Stapling.
Staplingmeans the proposal to staple the GPS Shares and GNZL Shares, and
“Stapled” has a corresponding meaning.
Stapling Deedmeans the deed contemplated as being entered into by GPS and GNZL that
will effect the Stapling.
Supervisormeans Covenant Trustee Services Limited, which is the trustee and
supervisor of GMT.
Takeovers Codemeans the Takeovers Code contained in the Takeovers Regulations 2000.
Transactionhas the meaning given to that term in paragraph 2.2 of Part 1 of the
Explanatory Notes.
Trust Deedmeans the trust deed dated 23 April 1999, as amended and restated on
28 March 2024, and as further amended from time to time, under which
GMT is established.
Unitmeans an undivided interest in GMT.
Unitholdermeans a holder of a Unit.
Voting and Proxy Formmeans the voting and proxy form accompanying this Notice of Meeting.
References to $ or money in this Notice of Meeting are to New Zealand dollars unless expressly stated otherwise.
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2026
53
DIRECTORY
DIRECTORS OF GPS
John Dakin
Chair and Non-Executive Director
David Gibson
Independent Director and Deputy Chair
Laurissa Cooney
Independent Director
and Chair of the Audit Committee
Leonie Freeman
Independent Director
Gregory Goodman
Non-Executive Director
Steve Jurkovich
Independent Director
GMT SHAREHOLDER NOMINEE
GMT Shareholder Nominee Limited
(a wholly-owned subsidiary of Public Trust)
SAP Tower, Level 16
151 Queen Street,
Au c k l a n d 1010
Toll free: 0800 371 471
Telephone: +64 9 930 5856
Email: info@publictrust.co.nz
Website: https://www.publictrust.co.nz/
GNZL
Goodman New Zealand Limited
Beca House, Level 8
124 Halsey Street
Au c k l a n d 1010
Telephone: +64 9 375 6060
Email: info-nz@goodman.com
Website: https://nz.goodman.com
GPS
Goodman Property Services (NZ) Limited
Beca House, Level 8
124 Halsey Street
Au c k l a n d 1010
Telephone: +64 9 375 6060
Email: info-nz@goodman.com
Website: https://nz.goodman.com
LEGAL ADVISERS IN NEW ZEALAND
Russell McVeagh
Vero Centre, Level 30
48 Shortland Street
Au c k l a n d 1010
Telephone: +64 9 367 8000
Website: https://www.russellmcveagh.com/
SUPERVISOR
Covenant Trustee Services Limited
Level 6
191 Queen Street
Au c k l a n d 1010
Telephone: 0800 746 422
Email: info@covenant.co.nz
Website: https://www.covenant.co.nz/
REGISTRAR
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland 0622
Telephone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Website: https://www.computershare.com/nz
54
Roma Road Estate
55
Goodman Property Trust
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Notice of Special Meeting and Explanatory Notes
|
27 February 2026
nz.goodman.com
---
This document gives you important information about the offer of
ordinary shares in Goodman New Zealand Limited and ordinary
shares in Goodman Property Services (NZ) Limited to help you
decide whether to approve the transactions described in the Notice of
Special Meeting and Explanatory Notes for unitholders of Goodman
Property Trust. There is other useful information about this offer
on https://disclose-register.companiesoffice.govt.nz/. Goodman
New Zealand Limited and Goodman Property Services (NZ) Limited
have prepared this document in accordance with the Financial
Markets Conduct Act 2013 and the Financial Markets Conduct
(Goodman New Zealand Limited and Goodman Property Services
(NZ) Limited) Exemption Notice 2026. You can also seek advice from
a financial advice provider to help you to decide whether to approve
the transactions described in the Notice of Special Meeting and
Explanatory Notes for unitholders of Goodman Property Trust.
PRODUCT DISCLOSURE
STATEMENT
27 February 2026
For an offer of ordinary shares in Goodman New Zealand Limited
and Goodman Property Services (NZ) Limited
Issuers: Goodman New Zealand Limited in respect of the offer
of ordinary shares in Goodman New Zealand Limited and
Goodman Property Services (NZ) Limited in respect of the offer
of ordinary shares in Goodman Property Services (NZ) Limited.
2
1. KEY INFORMATION
What is this?
This is an offer of ordinary shares in Goodman
New Zealand Limited (“GNZL”) and an offer of
ordinary shares in Goodman Property Services (NZ)
Limited (“GPS”), which will be stapled together on a
one-for-one basis (“Stapled Securities”). Stapled
Securities give you a stake in the ownership of GNZL
and GPS (together, the “Companies”). You may
receive a return if dividends are paid or the Companies
increase in value and you are able to sell your Stapled
Securities at a higher price than you paid for them.
SUMMARY
1
Investors’ New Zealand tax is effectively capped at 28% even if they have a 33% or 39% personal tax rate.
2
Investors’ New Zealand tax will be charged at their top personal tax rate which could be as high as 39%.
If either, or both, of GNZL or GPS run into financial difficulties and is or are wound up,
you will be paid only after all creditors have been paid. You may lose some or all of
your investment.
About GNZL and GPS
If the offer proceeds, the assets and business of the Companies and their subsidiaries,
when taken as a whole, will be substantially the same as the assets and business
of Goodman Property Trust (“GMT”) immediately before the implementation of
the Transaction, being the provision, and management, of logistics and distribution
centres, warehouses, business parks and data centres.
GNZL would undertake the passive property ownership business and GPS would
undertake the more active investment opportunities and provide property and
property fund management services. Following the implementation of the Transaction,
there will be greater operational flexibility, with the business able to grow its property
funds management business and pursue other active investment opportunities.
Purpose of this offer
The purpose of this offer is to implement the Transaction, under which GMT’s
business will cease to be owned and operated as a unit trust and will instead be owned
and operated by GNZL and GPS in a corporate structure.
The rationale for the Transaction is that it will:
+provide the business with a corporate structure;
+position the business to pursue new growth and active investment opportunities
through a separate company (such as acquiring assets for resale, undertaking
develop-to-sell projects, or engaging in land subdivision);
+facilitate further growth in the property funds management business;
+retain portfolio investment entity (“PIE”) tax status by holding core property
investments in a separate company (GNZL);
+maintain tax benefits for investors with dividends from property ownership
activities (which will continue to receive tax-advantaged treatment as a PIE
distribution
1
) and new property and property fund management and development
activities (which will be taxed as an ordinary dividend
2
); and
+remove the GMT trust deed and the FMC Act restrictions and streamline
governance and compliance processes, with corresponding cost savings.
3
The number of Stapled Securities being offered is the same as the number of units on issue in GMT at the end of the trading
day that the units in GMT cease trading on the NZX Main Board in connection with the Transaction (being 30 March 2026).
The number of Stapled Securities being offered set out above reflects the number of units on issue in GMT as at 17 February 2026.
On 17 February 2026, GPS, as manager of GMT, announced an on-market unit buyback programme. Any units bought back prior
to the end of the trading day on 30 March 2026 will be cancelled upon acquisition and the total number of units on issue and
therefore the total number of Stapled Securities being offered will reduce accordingly.
Subject to the approval of the GMT unitholders by Extraordinary Resolution of the resolution described in the
Notice of Meeting and the other conditions referred to in Section 5 (Terms of the offer) being satisfied, Eligible
GMT Unitholders will become shareholders of the Companies.
No money is being raised in connection with this offer.
Section 5 (Terms of the offer) sets out which GMT unitholders are eligible to participate in this offer.
Key Terms of the offer
Description of the equity securities Ordinary shares in each of GNZL and GPS which are
contractually and constitutionally stapled on a one-for-one
basis so that GNZL shares can only be transferred if the
corresponding number of GPS shares to which they are
stapled are also transferred.
ConsiderationSubject to the approval of GMT unitholders by Extraordinary
Resolution as described in the Notice of Meeting and the other
conditions referred to in Section 5 (Terms of the offer) being
satisfied, Eligible GMT Unitholders will receive one Stapled
Security for each unit held in GMT. The consideration for this
is the transfer of the Receivable as described in Steps 2 and 3
in Section 5 (Terms of the offer) which facilitates the broader
arrangement that will ultimately result in Eligible GMT Unitholders
acquiring Stapled Securities.
Date the Notice of Meeting and
this PDS will be sent to Eligible
GMT Unitholders
27 February 2026
Date of special meeting of GMT
unitholders
31 March 2026
Number of Stapled Securities
being offered
1,538,768,535
3
Offeror of Stapled SecuritiesGMT Shareholder
Price the Stapled Securities will
commence trading at on the NZX
Main Board
This will be the same as the price of units in GMT at the end
of the trading day that the units in GMT cease trading on the
NZX Main Board (being 30 March 2026).
Expected date of commencement
of trading on the NZX Main Board
7 April 2026
Liabilities, fees and chargesIf you sell your Stapled Securities, you may be required to pay
brokerage or other sale expenses. You may also be liable for
tax on the sale of your Stapled Securities. You should seek your
own tax advice in relation to your Stapled Securities.
The expected date of commencement of trading on the NZX Main Board is subject to the resolution referred
to in the Notice of Meeting being approved by GMT unitholders by Extraordinary Resolution and the other
conditions referred to in Section 5 (Terms of the offer) being satisfied.
3
Goodman New Zealand Limited and Goodman Property Services (NZ) Limited
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Product Disclosure Statement
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2
7 February
2026
How you can get your money out
The Companies intend to quote the Stapled Securities on the NZX Main Board. This means you may be able
to sell them on the NZX Main Board if there are interested buyers. You may get less than you invested for your
equivalent number of units in GMT. The price will depend on the demand for the Stapled Securities.
Where you can find other market information about GNZL and GPS
In accordance with the Financial Markets Conduct (Goodman New Zealand Limited and Goodman Property
Services (NZ) Limited) Exemption Notice 2026, this PDS contains information in relation to the offer of Stapled
Securities which is similar to the information that would be provided in a simplified disclosure product disclosure
statement (modified to reflect that this is an offer of Stapled Securities issued by GNZL and GPS).
Disclosure similar to short-form disclosure is being used for this offer of Stapled Securities because:
+immediately following completion of the Transaction, the assets of, and business to be carried on by, the
Companies and their subsidiaries will be substantially the same as the assets of, and business undertaken
by, GMT immediately before implementation of the Transaction. Material information, including financial
information, about GMT is therefore most relevant to an Eligible GMT Unitholder’s decision on the
Transaction and this information has previously been disclosed on the NZX Main Board;
+the offer is only being made to existing GMT unitholders who are already familiar with the business
undertaken by GMT.
GMT is a managed investment scheme and investors hold units in GMT. GMT was listed on the NZX Main Board
in 1999 and has a market capitalisation of $3.0 billion (as at 30 January 2026). It is one of the NZX’s largest
listed issuers and is included in the NZX20 index. It also has an investment grade credit rating of “BBB” from
Standard & Poor’s Global Ratings. The management of GMT was internalised on 28 March 2024, with GPS
becoming the manager of GMT.
GPS, as manager of GMT, is subject to a disclosure obligation that requires it to notify certain material
information to NZX Limited for the purpose of that information being made available to participants in
the market.
GMT unitholders should look at the market price of GMT’s quoted financial products in order to find out
how the market assesses the value of those financial products.
Group financial statements for GMT for the accounting period ended 31 March 2025, together with the
auditor’s report on those financial statements, can be found on the Offer Register for each of GNZL and
GPS and on the Scheme Register for GMT at https://disclose-register.companiesoffice.govt.nz/.
Other group financial statements for GMT for accounting periods that precede the accounting period ended
31 March 2025, together with the auditor’s report on those financial statements, can be found on the Scheme
Register for GMT.
A copy of information on the Offer Register and Scheme Register is available on request to the Registrar
of Financial Service Providers.
Interim financial statements for GMT for the six months ended 30 September 2025, as well as further
information about GMT, can be found on GMT’s page on NZX’s website at https://www.nzx.com/companies/GMT.
1. Key Information Summary — continued
4
1. Key Information Summary 2
2. About GNZL and GPS 6
3. Purpose of the offer 7
4. Key dates and offer process 7
5. Terms of the offer 8
6. Key features of the Stapled Securities 11
7. Ta x 12
8. Where you can find more information 13
9. How to apply 13
10. Contact information 14
11. Glossary 15
Disclaimers 16
Highbrook Business Park, Auckland.
CONTENTS
5
Goodman New Zealand Limited and Goodman Property Services (NZ) Limited
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Product Disclosure Statement
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7 February
2026
2. ABOUT GNZL AND GPS
The current directors of GPS have also been appointed as directors of GNZL. This structure ensures
consistency and alignment between GPS’ and GNZL’s strategic direction. It will also provide GNZL with the
benefit of the experience and skill set of the existing GPS Board, with its members collectively contributing
a diverse range of skills and backgrounds, including executive and governance roles at various property
ownership and management companies and publicly listed companies.
The directors of GPS and GNZL are:
Laurissa Madge Cooney
John Morton Dakin
Leonie Mary Freeman
David Edward James Gibson
Gregory Leith Goodman
Steipo Tony Jurkovich
The current senior managers of GPS will be the senior managers for the Companies. These senior
managers are:
James Alexander Spence
Andrew Jonathan Eakin
Anton Gerard Shead
GMT’s 2025 Annual Report includes:
+ The remuneration and other benefits paid to directors of GPS, as manager of GMT, for the year ended
31 March 2025.
+ The remuneration and other benefits received by the Chief Executive Officer of GPS for the year ended
31 March 2025 and the remuneration arrangements that apply to the Chief Executive Officer for the
year ending 31 March 2026.
+ A table setting out the number of employees, or former employees, of GPS (excluding directors and the
Chief Executive Officer of GPS) who, during the year ended 31 March 2025, received remuneration
and other benefits in their capacity as employees, the value of which exceeded $100,000 per annum.
GMT’s 2025 Annual Report is available on the Companies’ website at https://nz.goodman.com/ or on the
Offer Register.
6
3. PURPOSE OF THE OFFER
The purpose of the offer is to implement the Transaction, under which Eligible GMT Unitholders will receive
Stapled Securities and will redeem their units in GMT, subject to the approval of the GMT unitholders by
Extraordinary Resolution as described in the Notice of Meeting and the conditions referred to in Section 5
(Terms of the offer) being satisfied.
No money is being raised in connection with this offer.
The rationale for the Transaction is that it will:
+provide the business with a corporate structure;
+position the business to pursue new growth and active investment opportunities through a separate company
(such as acquiring assets for resale, undertaking develop-to-sell projects, or engaging in land subdivision);
+facilitate further growth in the property funds management business;
+retain PIE tax status by holding core property investments in a separate company (GNZL);
+maintain tax benefits for investors with dividends from property ownership activities (which will continue to
receive tax-advantaged treatment as a PIE distribution
4
) and new property and property fund management
and development activities (which will be taxed as an ordinary dividend
5
); and
+remove the GMT trust deed and the FMC Act restrictions and streamline governance and compliance
processes, with corresponding cost savings.
The key steps to implement the Transaction are set out in Section 5 (Terms of the offer). Further details of
the proposed corporatisation and the stapling of GNZL and GPS shares are set out in Part 1 and Part 3 of
the Explanatory Notes in the Notice of Meeting.
4. KEY DATES AND OFFER PROCESS
The intended key dates for the offer are:
Record date for being entitled to vote at the GMT unitholder special meeting26 February 2026
(close of business)
Date of issue of Notice of Meeting27 February 2026
Date offer of Stapled Securities opens27 February 2026
Date trading halt for GMT units commences30 March 2026
(close of business)
Date offer of Stapled Securities closes31 March 2026
Date of GMT unitholder special meeting31 March 2026
Record date for determining eligibility to receive Stapled Securities2 April 2026
Date of implementation of Steps 2-8 of the Transaction (excluding any sale
by the Sale Agent of the Stapled Securities through the on market sale facility)
(see Section 5 (Terms of the offer))
7 April 2026
Date Stapled Securities are transferred to GMT unitholders 7 April 2026
Date Stapled Securities are quoted on the NZX Main Board under ticker code “GNZ”7 April 2026
Expected date of commencement of trading of Stapled Securities on the NZX Main Board7 April 2026
Earliest expected mailing of holding statements13 April 2026
This timetable is indicative only and the dates may change. The dates set out above are subject to the resolution
referred to in the Notice of Meeting being approved by GMT unitholders by Extraordinary Resolution and the
other conditions referred to in Section 5 (Terms of the offer) being satisfied.
4
Investors’ New Zealand tax is effectively capped at 28% even if they have a 33% or 39% personal tax rate.
5
Investors’ New Zealand tax will be charged at their top personal tax rate which could be as high as 39%.
7
Goodman New Zealand Limited and Goodman Property Services (NZ) Limited
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Product Disclosure Statement
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2
7 February
2026
5. TERMS OF THE OFFER
Key terms of the offer
The table below sets out some key terms of the offer of the Stapled Securities. The terms of the offer are set
out in more detail in the Notice of Meeting. This offer is only being made to Eligible GMT Unitholders (see the
“Disclaimers” section on page 16 for additional considerations for Eligible GMT Unitholders).
Description of the
Stapled Securities
Ordinary shares in the Companies which are contractually and
constitutionally stapled together on a one-for-one basis so that shares
in one Company can only be transferred with the same number of
shares in the other Company.
Key datesSee Section 4 (Key dates of offer process)
ConsiderationSubject to the conditions referred to below under the heading
“Conditions of the Transaction” being satisfied, Eligible GMT
Unitholders will receive one Stapled Security for each unit held in
GMT. The consideration for this is the transfer of the Receivable
as described in Steps 2 and 3 below under the heading “Overview
of the Transaction” which facilitates the broader arrangement that
will ultimately result in Eligible GMT Unitholders acquiring Stapled
Securities.
Number of Stapled Securities
being offered
1,538,768,535
6
Offeror of the Stapled SecuritiesGMT Shareholder
Price the Stapled Securities
will commence trading on the
NZX Main Board
This will be the same as the price of units in GMT at the end of the
trading day that the units in GMT cease trading on the NZX Main
Board (being 30 March 2026).
Liabilities, fees and chargesFollowing completion of the Transaction, if you sell your Stapled
Securities, you may be required to pay brokerage or other sale
expenses. You may also be liable for tax on the sale of your Stapled
Securities. You should seek your own tax advice in relation to your
Stapled Securities.
No guaranteeNo person guarantees the Stapled Securities offered under this PDS.
No person warrants or guarantees the performance of the Stapled
Securities or any return on the Stapled Securities.
Material selling restrictionsThe only selling restriction applicable to the Stapled Securities is that
GNZL shares and GPS shares must be traded together. GNZL shares
cannot be traded separately from GPS shares and GPS shares cannot
be traded separately from GNZL shares.
As the Transaction is effectively a reorganisation which does not involve any transfer of value and because no
money is being sought, no independent appraisal report or other independent valuation has been obtained
to set the consideration for the Stapled Securities. Instead, the price per Stapled Security on the date they
commence trading on the NZX Main Board will be the same as the price per unit on the day the units in GMT
cease trading on the NZX Main Board.
6
The number of Stapled Securities being offered is the same as the number of units on issue in GMT at the end of the trading day that the
units in GMT cease trading on the NZX Main Board in connection with the Transaction (being 30 March 2026). The number of Stapled
Securities being offered set out above reflects the number of units on issue in GMT as at 17 February 2026. On 17 February 2026,
GPS, as manager of GMT, announced an on-market unit buyback programme. Any units bought back prior to the end of the trading day
on 30 March 2026 will be cancelled upon acquisition and the total number of units on issue and therefore the total number of Stapled
Securities being offered will reduce accordingly.
8
The terms of the shares in each of GNZL and GPS offered under this PDS are set out in the proposed form of
each Company’s constitution that will be adopted in connection with the Transaction and the proposed form of
stapling deed which will be entered into in connection with the Transaction. These documents are available on
the Offer Register. A summary of the terms of the proposed constitutions for each of GNZL and GPS that will be
adopted in connection with the Transaction and the terms of the proposed form of stapling deed which will be
entered into in connection with the Transaction is set out in Schedule 1 of the Notice of Meeting.
The constitutions that will be adopted by each of GNZL and GPS if the Transaction proceeds will be substantially
the same as the proposed form of constitutions for each of GNZL and GPS that are contained on the Offer Register.
Overview of the Transaction
Subject to the approval of GMT unitholders by Extraordinary Resolution as described in the Notice of Meeting
and the other conditions set out below under the heading “Conditions of the Transaction” being satisfied, the
Transaction will be implemented through the following key steps (in the order set out below, but taking effect
contemporaneously (other than Step 1 and any sale by the Sale Agent of the Stapled Securities through the on
market sale facility referred to in Step 7)):
STEP 1 : GNZL and GNZ Finco are incorporated
(i) GNZL is incorporated as a subsidiary of GMT Shareholder Nominee Limited (“GMT
Shareholder”). The GNZL shares will be held by GMT Shareholder. GNZ Finco is
incorporated as a subsidiary of GNZL. GNZ Finco will become the borrowing entity
under the new structure. This step has already been implemented.
STEP 2 : GMT makes distribution to GMT unitholders
(ii) GMT declares a distribution to GMT unitholders equal to the market value of its
shareholding in Goodman (Highbrook) Limited, Goodman Property Aggregated
Limited, Highbrook Limited and GMT Penrose Limited (together, the “Property Holding
Companies”) and GMT Bond Issuer Limited (“GMB”). The distribution is left as a debt
owing from GMT to GMT unitholders (“Receivable”).
STEP 3 : Receivable is transferred and GNZL is capitalised
(iii) The Receivable is transferred from GMT unitholders to GMT Shareholder, on the basis
that doing so facilitates the broader arrangement that will ultimately result in them
acquiring Stapled Securities (or, in respect of Ineligible Holders, receiving the proceeds
from the on-market sale of their Stapled Securities).
(iv) GMT Shareholder transfers the Receivable to GNZL, in exchange for the issue of GNZL
shares to GMT Shareholder. As a result of this step, the number of GNZL shares on issue
will be equal to the total number of GMT units on issue.
7
STEP 4: GMT sells the Property Holding Companies and GMB to GNZL
(v) GMT transfers the shares in the Property Holding Companies and GMB to GNZL at market
value (being the amount of the Receivable), and GNZL pays the purchase price by way of
set-off against the Receivable (which is owing from GMT to GNZL).
STEP 5 : GPS undertakes a share split
(vi) GPS will undertake a share split so that the total number of GPS shares on issue is equal to
the total number of GNZL shares.
7
On 17 February 2026, GPS, as manager of GMT, announced an on-market unit buyback programme. Any units bought back prior to
the end of the trading day on 30 March 2026 will be cancelled upon acquisition. Therefore, the total number of units on issue in GMT
and the total number of GNZL shares issued at this step will reduce by the number of units bought back.
9
Goodman New Zealand Limited and Goodman Property Services (NZ) Limited
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Product Disclosure Statement
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7 February
2026
STEP 6 : GNZL shares and GPS shares are stapled
(vii) GMT Shareholder contractually and constitutionally staples the GNZL shares and the GPS
shares on a one-for-one basis. The constitution of each of GNZL and GPS will be replaced
with a constitution appropriate for an NZX listed stapled entity (see below for more
information relating to the constitutions).
STEP 7: GMT Shareholder transfers Stapled Securities to GMT unitholders
(viii) GMT Shareholder transfers Stapled Securities to GMT unitholders as follows:
(aa) in respect of GMT unitholders whose addresses are in a jurisdiction outside of the
Eligible Jurisdictions, the Stapled Securities will be transferred to the Sale Agent,
with the Sale Agent selling or procuring the sale of the Stapled Securities through
an on market sale facility; and
(bb) in all other cases, directly to the GMT unitholders,
on a one Stapled Security for one unit basis.
(ix) The Stapled Securities are quoted on the NZX Main Board under a single ticker code “GNZ”.
STEP 8 : Redemption and cancellation of GMT units
(x) Each GMT unitholder is deemed to have given a redemption notice in respect of all of their
GMT units, and all GMT units will be redeemed with no amount payable because, at the
time the GMT units are redeemed, the GMT units have no value given the distribution under
Step 2. All GMT units redeemed will be cancelled upon redemption.
(Steps 1 to 8 together are the “Transaction”).
Structure charts setting out these steps are included in the Notice of Meeting.
Further information about the Transaction, including the implications and risks of the Transaction and a
description of the practical impacts of holding Stapled Securities, is set out in sections 1 and 2 of Part 1 and
Part 5 of the Explanatory Notes in the Notice of Meeting.
Further information for GMT unitholders located outside of the Eligible Jurisdictions is set out in section 10 of
Part 1 of the Explanatory Notes in the Notice of Meeting.
Conditions of the Transaction
The Transaction is subject to a number of conditions. If any of these conditions is not satisfied, the Transaction
will not proceed and GMT will remain in existence as it currently is. These conditions are:
(i) GMT unitholders passing the resolution set out in the Notice of Meeting relating to the Transaction by
Extraordinary Resolution.
(ii) NZX granting quotation of the Stapled Securities on the NZX Main Board.
(iii) The holders of bonds issued by GMB approving changes to the terms of the bonds and related security,
guarantee and lending arrangements.
(iv) GMT’s bank lenders and hedge counterparties approving the Transaction and amendments to novate the
bank financing and hedging from GMT to GNZ Finco at completion of the Transaction and the amendments
to certain security documents relating to the debt obligations of the GMT group. The bank lenders and
hedge counterparties have granted in principle consent for the Transaction and to the contemplated
amendments to the finance documents under consent letters, subject to conditions precedent.
10
(v) Inland Revenue issuing a finalised product ruling, issued on terms acceptable to GMT / the directors,
that the distribution of the Receivable will be excluded from tax for:
(a) GMT unitholders that are resident in New Zealand and are a natural person or a trustee and do not
include the amount as income in a tax return; and
(b) GMT unitholders not described above, to the extent to which the distribution is more than the
amount that is fully imputed.
(vi) Overseas Investment Office (“OIO”) providing an exemption from the requirement for OIO consent
under the Overseas Investment Act 2005 for the Transaction.
NZX Main Board listing
An application has been made to NZX for permission to list each of the Companies and to quote the Stapled
Securities on the NZX Main Board and all the requirements of NZX relating to the application that can be
complied with on or before the date of this PDS have been duly complied with. However, NZX accepts no
responsibility for any statement in this PDS. The NZX Main Board is a licensed market operated by NZX,
which is a licensed market operator, regulated under the FMC Act.
Eligible GMT Unitholders
This offer of Stapled Securities is only being made to Eligible GMT Unitholders. Additional considerations for
Eligible GMT Unitholders outside of New Zealand are set out in the “Disclaimers” section on page 16.
Further information
This PDS is intended for use solely in connection with the offer. You can find further information in relation
to the terms of the offer and the Stapled Securities in Part 1 and Part 3 of the Explanatory Notes in the
Notice of Meeting.
6. KEY FEATURES OF
THE STAPLED SECURITIES
All shares in GNZL will be fully paid ordinary shares which rank equally with each other and all other ordinary
shares in GNZL on issue. All shares in GPS will be fully paid ordinary shares which rank equally with each
other and all other ordinary shares in GPS on issue. The key features of the shares do not differ from those
that apply to other ordinary shares in a company generally.
However, the shares in the Companies will be contractually and constitutionally stapled together so they
cannot be separated and must be held by the same shareholders in equal proportions. The shares in the
Companies can only be transferred or dealt with together.
This means:
+the number of GPS shares and GNZL shares on issue must, at all times, be the same;
+if further GPS shares or GNZL shares are issued, they must be issued with a corresponding number of
GNZL shares or GPS shares, as applicable;
+if GPS shares or GNZL shares are bought back or cancelled, a corresponding number of GNZL shares
or GPS shares, as applicable, must be bought back or cancelled from the same shareholder(s);
+no transfer of any GPS shares or GNZL shares can be registered unless there is a corresponding
transfer from the same shareholder of the same number of GNZL shares or GPS shares, as applicable.
The votes attached to GPS shares may only be exercised in respect of resolutions of GPS and may not be
exercised in respect of resolutions of GNZL. The votes attached to GNZL shares may only be exercised
in respect of resolutions of GNZL and may not be exercised in respect of resolutions of GPS. However, as
shareholders will hold both GPS shares and GNZL shares, they will in effect be able to participate in and vote
at meetings of both GPS and GNZL in their capacity as a shareholder of each company.
11
Goodman New Zealand Limited and Goodman Property Services (NZ) Limited
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Product Disclosure Statement
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7 February
2026
The practical impacts of a shareholder holding a Stapled Security include that:
(i) Each shareholder will be a shareholder in both GPS and GNZL.
(ii) In order to dispose of GPS shares or GNZL shares, the corresponding number of GNZL shares or GPS
shares, as applicable, would also need to be transferred to the same transferee.
(iii) Market disclosures via NZX may be made in respect of the Stapled Securities, but GPS and GNZL will
continue to be obliged to make announcements under the NZX Listing Rules according to the nature of
the disclosure (eg announcements about the declaration of a dividend or the passing of a resolution at a
meeting of shareholders would be made by the relevant company).
(iv) The only quoted price of GPS shares and GNZL shares on the NZX Main Board will be the quoted price
for Stapled Securities.
(v) The materiality of “Material Information” for continuous disclosure purposes under the NZX Listing
Rules will be assessed against the potential effect on the price of Stapled Securities as there will not be
a separate quoted price available for each of the GPS shares and the GNZL shares.
(vi) Under an exemption from the Financial Markets Authority that has been granted, group financial
statements would be prepared and published in respect of the Stapled Group rather than separate
group financial statements for GNZL and separate financial statements for GPS.
(vii) A holder of a Stapled Security would be entitled to attend, or vote by proxy at, the separate meetings
of shareholders of each of GPS and GNZL. For some transactions involving the Stapled Group (eg an
issuance of shares being made with shareholder approval under the NZX Listing Rules), resolutions
might be required from the shareholders of each of GPS and GNZL in respect of the same matter. In
that case, the relevant transaction will only be able to proceed if shareholders of both GPS and GNZL
approve the respective resolutions.
Shareholders would separately be entitled to receive:
(i) any dividends or other distribution in respect of GPS Shares based only upon their holding of
GPS Shares; and
(ii) any dividends or other distribution in respect of GNZL Shares based only upon their holding of
GNZL Shares.
The Stapled Securities will rank (in respect of GNZL and GPS) the same as GMT units (in respect of GMT)
in respect of a liquidation of either or both of GPS or GNZL, or GMT (as the case may be) and the payment
of dividends (in respect of GNZL and GPS) and distributions (in respect of GMT).
Dividend policy
GNZL’s and GPS’ objective is to provide shareholders with a consistent and stable dividend stream while
maintaining financial flexibility through the property cycle. If the Transaction proceeds, the dividend policy at
the date of this PDS is to pay out between 80-90% of Cash Earnings as disclosed in each interim and annual
result based on the Cash Earnings of GNZL and GPS as a consolidated group.
Dividends are declared at the discretion of the Boards of each Company and depend on each Company’s
performance. The payment of dividends is not guaranteed and each Company’s dividend policy may change over
time. In declaring a dividend, each Company must comply with the solvency test under the Companies Act 1993.
7. TA X
Tax can have significant consequences for investments. If you have queries relating to the tax consequences
of investing in the Stapled Securities, you should obtain professional advice on those consequences.
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8. WHERE YOU CAN FIND
MORE INFORMATION
Further information relating to the Companies and the Stapled Securities (for example, the Notice of
Meeting, the proposed form of constitutions for each of GNZL and GPS that will be adopted in connection
with the Transaction and the terms of the proposed form of stapling deed which will be entered into in
connection with the Transaction) is available on the Offer Register for each of GNZL and GPS at ht tp s: //
disclose-register.companiesoffice.govt.nz/. A copy of the information on the Offer Register is available on
request to the Registrar of Financial Service Providers.
Further information relating to the Companies is also available on the Companies Office register of the
Ministry of Business, Innovation and Employment. This information can be accessed on the Companies
Office website at https://companies-register.companiesoffice.govt.nz/.
Once the Stapled Securities are quoted, the Companies will be required to make half-yearly and annual
announcements to NZX and such other announcements as are required by the NZX Listing Rules from time
to time. You will be able to obtain this information free of charge by searching under ticker code “GNZ” on
NZX’s website at www.nzx.com.
This information will also be available free of charge on the Companies’ website at https://nz.goodman.com/.
9. HOW TO APPLY
In order for the Transaction to proceed and for Eligible GMT Unitholders to receive Stapled Securities, the
conditions set out in Section 5 (Terms of the offer) must be satisfied, including that the resolution set out
in the Notice of Meeting must be approved by GMT unitholders holding GMT units with a combined value
of 75% or more of the value of GMT units held by those persons who are entitled to vote and vote on the
resolution in person or by proxy at the special meeting of GMT unitholders. Before deciding how to vote on
the resolution described in the Notice of Meeting, you should carefully read this PDS, the Notice of Meeting
and any other available information, including financial information about GMT which is available on NZX’s
website at www.nzx.com by searching under ticker code “GMT” and at https://nz.goodman.com/.
The meeting of GMT unitholders is to be held at Pipiri Lane, Wynyard Quarter, Auckland on 31 March 2026,
at 1:00pm. GMT unitholders can attend the meeting in person or can attend through a live online webcast.
Every GMT unitholder, or a GMT unitholder’s proxy, attorney or representative, is entitled to attend the
special meeting. Voting will be by way of a poll and each GMT unitholder has one vote for each unit. A GMT
unitholder is entitled to attend and vote at the special meeting and is entitled to appoint a proxy to attend
and vote instead of that GMT unitholder. A proxy need not be a GMT unitholder. A GMT unitholder wishing
to appoint a proxy should complete the Voting and Proxy Form accompanying the Notice of Meeting. A
completed Voting and Proxy Form must be received by Computershare Investor Services Limited, the
Registrar, by no later than 1:00pm on 29 March 2026.
The Notice of Meeting includes further details on the voting process and the special meeting in the section
headed “Meeting Information”.
If GMT unitholders approve the Transaction (and the other conditions set out in Section 5 (Terms of the offer)
are satisfied), all GMT unitholders will be bound by that approval and Stapled Securities will be issued to all
Eligible GMT Unitholders without those GMT unitholders needing to take any further action. This is the case
even if an Eligible GMT unitholder did not vote or did not vote in favour of the resolution.
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10. CONTACT INFORMATION
Issuers
Goodman New Zealand Limited and Goodman Property Services (NZ) Limited
Address: Level 8, Beca House, 124 Halsey Street, Auckland 1010, New Zealand
Telephone: +64 9 375 6060
Offeror
GMT Shareholder Nominee Limited (a wholly-owned subsidiary of Public Trust)
Address: SAP Tower, Level 16, 151 Queen Street, Auckland 1010, New Zealand
Toll free: 0800 371 471
Telephone: +64 9 930 5856
Registrar
Computershare Investor Services Limited
Address: Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
Telephone: +64 9 488 8777
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11. GLOSSARY
Cash Earningsmeans a non-GAAP measure that assesses free cash flow on a per unit basis after
adjusting for certain items. Refer to GMT’s most recent interim and annual results
presentations for details of its calculation.
Companies means GNZL and GPS, and “Company” means either GNZL or GPS.
Eligible GMT Unitholdermeans a GMT unitholder in an Eligible Jurisdiction.
Eligible Jurisdictionsmeans New Zealand, Andorra, Australia, Austria, Canada, China, Denmark, France,
French Polynesia, Germany, Hong Kong, Ireland, Japan, Luxembourg, Malaysia, the
Netherlands, New Caledonia, Norway, Portugal, Singapore, Sweden, Switzerland,
Taiwan, Thailand, the United Kingdom and the United States of America.
Extraordinary Resolutionmeans a resolution approved by GMT unitholders holding units in GMT with
a combined value of no less than 75% of the value of the units of GMT held by those
persons who are entitled to vote and vote on the question.
FMC Actmeans the Financial Markets Conduct Act 2013.
GMBmeans GMT Bond Issuer Limited (which will be renamed GNZ Bond Issuer Limited
on completion of the Transaction).
GMTmeans Goodman Property Trust.
GMT Shareholdermeans GMT Shareholder Nominee Limited.
GNZL
means Goodman New Zealand Limited.
GNZ Fincomeans GNZ Finco Limited, a finance subsidiary of GNZL.
GPSmeans Goodman Property Services (NZ) Limited.
Ineligible Holdermeans a GMT unitholder who is not an Eligible GMT Unitholder.
Notice of Meeting
means the Notice of Special Meeting and Explanatory Notes for unitholders of GMT
dated 27 February 2026.
NZX Main Boardmeans the main board financial product market operated by NZX.
Offer Register
means the online offer register maintained by the Companies Office known as
‘Disclose’ which can be found at https://disclose-register.companiesoffice.govt.nz.
PDSmeans this product disclosure statement.
Property Holding Companiesmeans Goodman (Highbrook) Limited, Goodman Property Aggregated Limited,
Highbrook Limited and GMT Penrose Limited.
Receivablehas the meaning given to that term in Section 5 (Terms of the offer) in Step 2 under
the heading “Overview of the transaction”.
Sale Agent
means UBS New Zealand Limited, a nominee appointed by GMT to sell the Stapled
Securities that would otherwise be issued to Ineligible Holders.
Scheme Register
means the online scheme register maintained by the Companies Office known as
‘Disclose’ which can be found at https://disclose-register.companiesoffice.govt.nz.
Stapled Group means GNZL and GPS together, and any subsidiaries of GNZL and GPS.
Stapled Securitymeans one GNZL share and one GPS share that are contractually and
constitutionally stapled together such that one cannot be traded, or otherwise dealt
with, without the other. Each reference to a Stapled Security in this PDS is taken
to refer to one GNZL share and one GPS share in their legal capacity as separate
securities, but which are traded together following the stapling of GPS shares and
GNZL shares.
Transactionhas the meaning given to that term in Section 5 (Terms of the offer) under the
heading “Overview of the transaction”.
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DISCLAIMERS
No advice
The information provided in this PDS does not constitute financial product or investment advice. This PDS
has been prepared without reference to the particular investment objectives, financial situation, taxation
position and particular needs of individual GMT unitholders. It is important that GMT unitholders read this
PDS in its entirety before making any decision on how to vote on the resolution described in the Notice of
Meeting. GMT unitholders in any doubt in relation to these matters should consult their investment, financial,
taxation or other professional adviser.
Information for Eligible GMT Unitholders outside of New Zealand
Australia
(a) This offer of Stapled Securities to Australian investors is a recognised offer made under Australian
and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 and Regulations. In
New Zealand, this is Subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 of New Zealand
and the Financial Markets Conduct Regulations 2014 of New Zealand.
(b) This offer of Stapled Securities and the content of the offer document are principally governed by
New Zealand, rather than Australian, law. In the main, the Financial Markets Conduct Act 2013 of
New Zealand and the Financial Markets Conduct Regulations 2014 of New Zealand set out how the
offer must be made.
(c) There are differences in how securities and financial products are regulated under New Zealand, as
opposed to Australian, law. For example, the disclosure of fees for managed investment schemes is
different under New Zealand law.
(d) The rights, remedies and arrangements for compensation available to Australian investors in
New Zealand securities and financial products may differ from the rights, remedies and arrangements
for compensation for Australian securities and financial products.
(e) Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation
to this offer of Stapled Securities. If you need to make a complaint about this offer, please contact the
Australian Securities and Investments Commission (ASIC). The Australian and New Zealand regulators
will work together to settle your complaint.
(f) The taxation treatment of New Zealand securities and financial products is not the same as that for
Australian securities and products.
(g) If you are uncertain about whether this investment is appropriate for you, you should seek the advice of
an appropriately qualified financial advisor.
(h) The offer may involve a currency exchange risk. The currency for the security or financial product is
in dollars that are not Australian dollars. The value of the security or financial product will go up and
down according to changes in the exchange rate between those dollars and Australian dollars. These
changes may be significant.
(i) If you receive any payments in relation to the security or financial product that are not in Australian
dollars, you may incur significant fees in having the funds credited to a bank account in Australia in
Australian dollars.
(j) If the security or financial product is able to be traded on a financial market and you wish to trade the
security or financial product through that market, you will have to make arrangements for a participant
in that market to sell the security or financial product on your behalf. If the financial market is a foreign
market that is not licensed in Australia (such as a securities market operated by the New Zealand
Exchange Limited (NZX)) the way in which the market operates, the regulation of participants in that
market and the information available to you about the security or financial product and trading may
differ from Australian licensed markets.
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ASIC relief
In accordance with its power under section 1200B(3) of the Corporations Act 2001 (Cth), ASIC has
declared the offer to be a recognised offer within the meaning of subsection 1200B(1) of the Corporations
Act 2001 (Cth), notwithstanding that GPS and GNZL did not give the documents and information referred to
in section 1200C(5) and section 1200D(1) of the Corporations Act 2001 (Cth) at least 14 days before the
offer was first made in Australia.
Austria
In addition to the information set out in section 10 of Part 1 of the Explanatory Notes in the Notice of
Meeting, the Transaction does not constitute an offer pursuant to Art. 2 (d) Regulation (EU) 2017/1129 (the
EU Prospectus Regulation) or Art. 1 para. 1 no. 1 Austrian Capital Markets Act. The Transaction is subject
to the approval of the GMT unitholders by Extraordinary Resolution as described in the Notice of Meeting.
If the Transaction is approved by GMT unitholders by Extraordinary Resolution as described in the Notice
of Meeting and the other conditions referred to in Section 5 (Terms of the offer) are satisfied, the GMT
unitholders will receive Stapled Securities irrespective of their vote at the special meeting.
Canada
The Stapled Securities will be distributed in Canada under an exemption from the prospectus requirements
of applicable Canadian provincial and territorial securities laws. Any resale of the Stapled Securities in
Canada will be restricted and must be made in accordance with, or pursuant to exemptions from, the
prospectus requirements of applicable Canadian provincial and territorial securities laws. It is expected that
a prospectus exemption will be available for the resale of Stapled Securities through an exchange or market
outside of Canada or to a person or company outside of Canada. GMT unitholders are advised to seek legal
advice prior to any resale of Stapled Securities.
France, French Polynesia and New Caledonia
In France, no Stapled Securities have been offered or will be offered to the public.
This PDS is not intended to and does not constitute, represent or form part of and should not be construed
as an offer or invitation to exchange or sell, or solicitation of an offer to subscribe for or buy, or an invitation to
exchange, purchase or subscribe for, any Stapled Securities in France.
This PDS does not constitute a prospectus (within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and the Council, as amended (the EU Prospectus Regulation)). No prospectus has
been or will be prepared, approved by the Autorité des marchés financiers or filed with the Autorité des
marchés financiers, for the purposes of the issuance or the offer of the Stapled Securities.
European Economic Area
In relation to each Member State of the European Economic Area (each a Member State), no Stapled
Securities pursuant to the Transaction have been offered or will be offered to the public in that Member
State, except that offers of the Stapled Securities pursuant to the Transaction may be made under the
following exemptions under the EU Prospectus Regulation (EU) 2017/1129 (the EU Prospectus Regulation):
+at any time to any legal entity which is a qualified investor as defined in the EU Prospectus Regulation;
+at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the EU
Prospectus Regulation); or
+at any time in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,
+provided that no such offer of Stapled Securities referred to above shall require GPS or the supervisor of
GMT to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation.
For the purposes of this provision, the expression “offered to the public” in relation to any Stapled Securities
pursuant to the Transaction to any Member State means the communication in any form and by any means of
sufficient information on the terms of the Transaction and the Stapled Securities to be offered so as to enable a
GMT unitholder to decide to participate in the Transaction and acquire or subscribe for the Stapled Securities.
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Hong Kong
Warning
The contents of this PDS have not been reviewed by any regulatory authority in Hong Kong. You are advised
to exercise caution in relation to the Transaction. If you are in any doubt about any of the contents of this PDS,
you should obtain independent professional advice.
Japan
Solicitation for subscription (as defined under Paragraph 2, Article 4 of the Financial Instruments and
Exchange Act (the “FIEA”)) to Stapled Securities of GNZL and GPS constitutes a solicitation to small number
offerees (as defined under Paragraph 4, Article 23-14 of the FIEA) and therefore no securities registration
statements pursuant to Paragraph 1, Article 4 of the FIEA has been filed in relation to the solicitation for
subscription to the Stapled Securities.
Malaysia
The Stapled Securities are issued to the GMT unitholders in Malaysia (the “Malaysian Unitholders”) not
with a view of these Stapled Securities being on-sold in Malaysia, and no documents issued by or on behalf
of GMT (including this product disclosure statement) are permitted to be used in any subsequent sale by the
Malaysian Unitholders. The Malaysian Unitholders must seek their own professional advice as to whether
to vote for or against the Transaction and, if the resolution is passed, they must seek their own professional
advice about the legal requirements relating to the future sale of any Stapled Securities so acquired.
Portugal
This document is provided solely for information purposes in connection with the proposed corporate
reorganisation and the related GMT unitholders’ meeting. It is not intended to promote or solicit any
investment decision, but solely to describe the Transaction and its consequences for existing GMT
unitholders. It does not constitute, and should not be construed as, an offer of securities or an invitation to
invest in Portugal.
Sweden
This PDS does not constitute a prospectus under Regulation (EU) 2017/1129 (the EU Prospectus
Regulation) and the Transaction does not constitute an offer to the public in Sweden requiring the
preparation of a prospectus pursuant to the EU Prospectus Regulation. No public offering of Stapled
Securities is being made in Sweden, and any offering of Stapled Securities may only be made in accordance
with an applicable exemption under the EU Prospectus Regulation.
Switzerland
This PDS is not intended to constitute an offer or solicitation to purchase or invest in the Stapled Securities.
The Stapled Securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning
of the Swiss Financial Services Act (FinSA) and no application has or will be made to admit the Stapled
Securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this
PDS nor any other explanatory or marketing material relating to the Stapled Securities and the restructuring
of GMT constitutes a prospectus pursuant to FinSA, and neither this PDS nor any other explanatory or
marketing material relating to the Stapled Securities may be publicly distributed or otherwise made publicly
available in Switzerland.
Taiwan
The Stapled Securities have not been and will not be registered with the Financial Supervisory Commission
of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within
Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the
Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory
Commission of Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding
or otherwise intermediate the offering and sale of the Stapled Securities in Taiwan.
DISCLAIMERS
— continued
18
Thailand
No public offering has been, or will be, conducted in Thailand in connection with the Transaction. No
registration statement or draft prospectus has been, or will be, filed with, or approved by, the Securities and
Exchange Commission of Thailand in respect of the Transaction.
To the extent any Stapled Securities are distributed into Thailand, such distribution is intended to rely on an
exemption from the approval and filing requirements under the Securities and Exchange Act of Thailand B.E.
2535 (1992), as amended, and relevant regulations (collectively, the “Thai SEC Act”), including the private
placement exemptions thereunder. Any distribution in Thailand will be made only in a manner consistent with
the applicable exemption conditions, including restrictions on publicity and circulation of offering materials
to specific offerees only.
Accordingly, this document and any other documents or materials in connection with the Transaction, may
not be issued, circulated or distributed, whether directly or indirectly, to any person in Thailand, other than
specific offerees pursuant to and in accordance with exemptions available under the Thai SEC Act.
United States of America
The offer and sale of the Stapled Securities have not been registered under the U.S. Securities Act of 1933.
The Stapled Securities may not be offered or sold in the United States unless they have been registered
under the U.S. Securities Act or are offered and sold under an exemption from or in a transaction not subject
to the registration requirements of the U.S. Securities Act.
The Stapled Securities are securities of New Zealand companies. The Companies and this Transaction are
subject to the disclosure requirements of New Zealand, which are different from those of the United States.
Financial information and financial statements included or referred to in this document have been prepared
in accordance with New Zealand equivalents to International Financial Reporting Standards and International
Financial Reporting Standards and may not be comparable to the financial information or financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal
securities laws, since the Companies are located in New Zealand, and some or all of their officers and
directors are residents of New Zealand. You may not be able to sue the Companies or their respective
officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel
the Companies or their affiliates to subject themselves to a U.S. court’s judgment.
Investors in the United States should conduct their own investigation into the United States federal income
tax consequences of owning and disposing of Stapled Securities, including making their own assessment of
whether, and the consequences to them if either or both of the Companies is or becomes a “passive foreign
investment company” as defined in Section 1297 of the U.S. Internal Revenue Code of 1986.
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nz.goodman.com
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VOTING AND PROXY FORM
The Meeting will have a hybrid format, with participants able to attend in person or online through a live webcast.
The webcast can be accessed from: https://meetnow.global/nz
If you propose to attend the Meeting in person you will need to bring this Voting and Proxy Form with you.
If you do not propose to attend the Meeting but wish to be represented by proxy you have two voting options, either;
1) complete the proxy voting process online through the www.investorvote.co.nz website or by scanning the QR code below,
or
2) complete and sign the sections overleaf, and return the form to the Registrar, Computershare Investor Services Limited,
by mail (Private Bag 92119, Victoria Street West, Auckland 1142) or hand-delivery (Level 2, 159 Hurstmere Road, Takapuna).
If you are posting your Voting and Proxy Form, you should use the pre-addressed envelope provided.
Please refer to the Virtual Meeting Guide, available at https://www.computershare.com/nz-vm-guide for more information
on attending the Meeting online.
YOUR SECURE ACCESS INFORMATION
Control Number:CSN/Unitholder Number:
You will need your CSN/Unitholder Number and postcode (or country of residence if outside New Zealand) to securely access
the online voting portal. Please follow the prompts to appoint your proxy and exercise your vote.
Tuesday 1:00pm
31 March 2026
Pipiri Lane, 124 Halsey Street,
Wynyard Quarter, Auckland
and online at: https://meetnow.global/nz
HOW TO VOTE ON THE RESOLUTION
All your securities will be voted in accordance with your directions.
No Unitholders are restricted from voting on the Resolution.
APPOINTMENT OF PROXY
If you do not plan to attend the Meeting, you may appoint a proxy to attend the
Meeting and vote in your place. A proxy need not be a Unitholder. The Chair of the
Meeting is willing to act as proxy for any Unitholder who wishes to appoint them for
that purpose. To do this, enter ‘the Chair’ or the name of your proxy in the space
allocated in ‘Step 1’ of this form.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite the Resolution.
If you mark the “Proxy Discretion” box or you do not mark a box, you will be deemed
to have given your proxy discretion and they may vote as they choose. The Chair
intends to vote any undirected proxies held by them for the Resolution in favour of
the Resolution. If you mark more than one box in respect of the Resolution, your vote
will be invalid and no vote will be cast on your behalf in relation to the Resolution. If
you complete this form but do not name a person as your proxy or your named proxy
does not attend the Meeting, but you otherwise complete this Voting and Proxy
Form in full, the Chair of the Meeting will be appointed your proxy and will vote in
accordance with your express direction.
Attending the Meeting
If attending the Meeting in person please bring this form to assist registration. If you
are attending the Meeting as a representative of a corporate Unitholder, you will
need to provide written evidence of your authorisation to represent that corporate
Unitholder prior to admission to the Meeting.
If you are participating through the live webcast, please refer to the Virtual Meeting
Guide, available at https://www.computershare.com/nz-vm-guide for more
information on attending the Meeting online. You can still attend the Meeting virtually,
even if you have appointed a proxy.
SIGNING INSTRUCTIONS
FOR VOTING AND
PROXY FORMS
Individual
Where the holding is in one name, the Unitholder must sign.
Joint Holding
Where the holding is in more than one name, all of the
Unitholders should sign.
Power of Attorney
If this Voting and Proxy Form has been signed under a
power of attorney, the power of attorney or a notarially
certified copy of that power of attorney and a signed
certificate of non-revocation of the power of attorney, must
accompany the signed form, unless it has already been
noted by Computershare Investor Services Limited.
Corporate Unitholders
This Voting and Proxy Form must be signed by a duly
authorised officer or attorney of the corporate Unitholder.
Please sign in the appropriate place and indicate the
office held.
Questions about voting
Should be directed to Computershare Investor Services,
by phone +64 9 488 8777
or toll free on 0800 359 999
or by email to corporateactions@computershare.co.nz
For your proxy appointment to be effective it must be received before 1:00pm Sunday 29 March 2026.
SCAN TO VOTE
Please turn over to complete the form.
GOODMAN PROPERTY TRUST
SPECIAL MEETING OF UNITHOLDERS
PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a Unitholder/Unitholders of Goodman Property Trust
hereby appoint*of
or failing themof
as my/our proxy to act generally at the hybrid meeting on my/our behalf and to vote in accordance with the following directions at the Special Meeting of
Unitholders of Goodman Property Trust to be held at 1:00pm on Tuesday 31 March 2026 and at any adjournments or postponements of that meeting.
*The Chair of the Meeting is willing to act as proxy for any Unitholder(s) who may wish to appoint them for that purpose. If appointed, the Chair would vote
as directed.
If your proxy is not the Chair of the Meeting, please ensure that you provide their contact details (phone and email address). If this information is not
provided, we cannot guarantee remote admission to the hybrid meeting for your proxy.
Proxy contact details (Phone):and(Email):
STEP 2: VOTING INSTRUCTIONS/BALLOT PAPER
RESOLUTIONFORAGAINST
PROXY
DISCRETIONABSTAIN
To consider and, if thought fit, pass the following as an Extraordinary Resolution:
(a) That GPS, the Supervisor and GMT Shareholder are authorised:
(i) to do everything necessary or desirable to enter into and give effect to the Transaction on such terms (being consistent in all material respects
with those described in paragraph 2.2 of Part 1 of the Explanatory Notes) as GPS, the Supervisor and GMT Shareholder consider appropriate; and
(ii) to make the amendments to the Trust Deed shown in paragraph 4.2 of Part 1 of the Explanatory Notes,
and the Transaction is approved for all relevant purposes of Listing Rules 4.14.1(d) and 5.1.1(b).
(b) That the Supervisor is directed pursuant to section 153(2)(b) of the FMC Act and clause 24.38(a) and clause 24.40 of the Trust Deed, and the
GMT Shareholder is directed pursuant to clause 24.39(b) of the Trust Deed and clause 4.1 of the Shareholding Deed, to do everything referred to
in Resolution (a), including, without limitation, to (as applicable):
(i) effect the Share Split as described under paragraphs 2.2(f) of Part 1 of the Explanatory Notes;
(ii) effect the Stapling and distribution of the Stapled Securities as described under paragraphs 2.2(g) and 2.2(h) of Part 1 of the Explanatory Notes;
(iii) enter into and perform its obligations under the documents to which it is to be party as described in the Explanatory Notes and all other
documents necessary or desirable to give effect to the Transaction;
(iv) vote its rights in respect of the shares in GPS to effect the revocation of the constitution of GPS and the adoption of a replacement constitution
in the form described in Schedule 1 of this Notice of Meeting and signed by the Chair for the purposes of identification to take effect on and
from Completion; and
(v) terminate the Shareholding Deed on Completion.
(c) That the transfer of the Receivable to GMT Shareholder as part of the Transaction described under paragraph 2.2(c) of Part 1 of the Explanatory
Notes is approved.
(d) Subject to Completion, the cancellation of GMT’s registration as a registered scheme under the FMC Act is approved for the purposes of section
195(1)(c)(i) of the FMC Act and the termination of the Trust is approved for the purposes of clause 27 of the Trust Deed.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing
the required majority. If you mark the Proxy Discretion box, you are directing your proxy to exercise their discretion in voting for or against the Resolution.
STEP 3: SIGNATURE OF UNITHOLDER(S)
This section must be completed.
UNITHOLDER 1 UNITHOLDER 2 UNITHOLDER 3
or Sole Director/Director or Director (if more than one)
Contact
Name
Contact
Daytime TelephoneDate 2026
ATTENDANCE SLIP
Special Meeting of Unitholders of Goodman Property Trust to be held
at 1:00pm on Tuesday 31 March 2026. The Meeting will have a hybrid format,
with attendance either in person or through a live webcast.
The webcast can be accessed from: https://meetnow.global/nz
This Voting and Proxy Form is accompanied by a pre-addressed envelope which requires no stamp within New Zealand.
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Level 8, Beca House, 124 Halsey Street, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | https://nz.goodman.com
27 February 2026
Dear Unitholder
GOODMAN PROPERTY TRUST (“GMT”)
Corporatisation and Stapled Structure Proposal
Goodman Property Services (NZ) Limited (“GPS”) announced today the proposal of
the corporatisation of Goodman Property Trust (“GMT” or the “Trust”) and the move to
a stapled structure for the business.
In order to give effect to the corporatisation and stapling proposal, Unitholder approval
by an Extraordinary Resolution is being sought. The Directors unanimously believe
this transaction is in the best interests of Unitholders and will bring both immediate
and long-term benefits to our business. It provides an appropriate structure that will
facilitate the delivery of an active business strategy focused on sustainable earnings
growth.
If the Extraordinary Resolution is approved by Unitholders and subject to the
conditions referred to in the Notice of Special Meeting and Explanatory Notes being
satisfied, GMT will change from a unit trust structure to a company structure and we
will have two companies, one which will hold passive real estate (as GMT does now)
and the other which will pursue more active investment opportunities and provide
funds management services.
Unitholders’ underlying property investments will remain unchanged. If the transaction
is approved, instead of owning units in GMT, you will own shares in two companies
(Goodman New Zealand Limited and Goodman Property Services (NZ) Limited) that
are permanently linked (“stapled”) and trade together as one combined security on the
NZX under a single ticker code, “GNZ”.
Effective framework to support the delivery of our long-term strategy
In 2024, we successfully completed the internalisation of GMT, bringing our
management in-house to strengthen alignment and set the Trust up for the next phase
of its business growth. Internalisation has delivered significant benefits to the business,
facilitating a broadening in our investment strategy by enabling the establishment of a
new property funds management business and reducing operating costs.
As outlined in our financial year 2026 interim results, we have been actively
considering the corporatisation of the Trust and a move to a stapled structure. Given
GMT’s strategic direction, growth in its property funds management platform and a
greater level of active investment opportunities, the proposed structure is the most
effective framework to support the delivery of our long-term investment strategy while
retaining Portfolio Investment Entity (“PIE”) status for the investment property portion of
the business.
The corporatisation and stapled structure proposal is fully described in the Notice of
Special Meeting and Explanatory Notes. Together with the Notice of
Special Meeting
and Explanatory Notes, a Product Disclosure Statement has also been provided in
respect of the offer of shares in Goodman New Zealand Limited and Goodman
Property Services (NZ) Limited. These documents provide important information to
Level 8, Beca House, 124 Halsey Street, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | https://nz.goodman.com
help Unitholders decide whether to approve the transactions described in the Notice of
Special Meeting and Explanatory Notes. You are encouraged to read these
documents carefully.
A copy of the NZX release announcing the initiative is also available online at:
https://nz.goodman.com/investor-centre/nzx-announcements
Special Meeting of Unitholders
The Special Meeting of GMT’s Unitholders is to be held at Pipiri Lane, 124 Halsey
Street, Wynyard Quarter, Auckland on Tuesday, 31 March 2026, at 1:00 pm. The
meeting will have a hybrid format and I will be appointed to act as Chair.
The live webcast can be accessed from: https://meetnow.global/nz.
Please refer to the Virtual Meeting Guide available at
https://www.computershare.com/nz-vm-guide for more information.
Given the importance of the matters to be voted on at the meeting, Unitholders are
encouraged to attend and vote at the meeting or appoint a proxy. The Voting and
Proxy Form included with this document contains further information.
If you do not plan to attend the Meeting, you may appoint a proxy to vote on your
behalf. The proxy does not need to be a Unitholder. To appoint the Chair or any
Director as your proxy, please complete and return the Voting and Proxy Form with
your instructions or complete the proxy voting process online by 1:00pm on 29 March
2026.
Should you have any questions regarding the meeting format or voting, please call our
registry information line on +64 9 488 8777 or 0800 359 999.
Should you have any questions on the Extraordinary Resolution or any other aspect of
the corporatisation and stapling transaction, please call our investor advisory line on
0800 292 981 or +61 3 9415 4037 from outside New Zealand.
Yours faithfully,
John Dakin
Chair
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.