Edited version of private advice

Authorisation Number: 1052345132163

Date of advice: 26 March 2025

Ruling

Subject: GST - Going concern

Question 1

Will the supply of all of the Shopping Centre Land, Stage XX Retail, Development Land and Community Centre by Company A (ACN XXX XXX XXX) to the Purchasers, constitute a GST-free supply of a going concern under section 38-325 of the A New Tax System (Goods and Services Tax) Act 1999 (GST Act)?

Answer

Yes, the supply of all of the Shopping Centre Land, Stage XX Retail, Development Land and Community Centre by Company A to the Purchasers, constitute a GST-free supply of a going concern under section 38-325 of the GST Act

This ruling applies for the following periods:

•                     Year ended XX XXX XXXX

•                     Year ended XX XXX XXXX

The scheme commences on:

XX XXX XXXX

Relevant facts and circumstances

Background

Company X (ABN XX XXX XXX XXX) is an Australian registered company.

Company X indirectly owns:

•                     Company A (ACN XXX XXX XXX), an Australian resident company, and

•                     Company B (ACN XXX XXX XXX) as trustee for Trust B (ABN XX XXX XXX XXX), an Australian resident trust.

Company A and Company B are registered for GST. Company A and Company B are both members of a GST group of which Company X is the representative member.

Entity Y as trustee for the Trust Y wholly owns Company Y Group (ABN XX XXX XXX XXX). Company Y Group is an Australian property development company.

The Trust Y, Company Y Group, and any other subsidiaries or associated entities of the Trust Y are collectively referred to as the 'Y Group'

Company C (ACN XXX XXX XXX) and Company D (ACN XXX XXX XXX) are Australian private companies and are part of the Y Group.

In late XXXX, the Y Group entered into negotiations with Company X for the acquisition of land owned by Company A (the Land A) and Company B (the Land B). The Land B is contiguous to the Land A and information on Company B has been provided for context.

Company A is the vendor.

Option Agreement

On XX XXX XXX, an Option Agreement was entered into between Company A (as grantor) and Company D (as grantee) regarding the sale of the Land A.

Under the Option Agreement, Company A granted a call option, and Company D granted a put option in relation to the sale and acquisition of the Land A, based on the terms outlined in the Contract of Sale.

The call option was granted on XX XXX XXX and the put option was granted XX business days after the call option. The Option Agreement provided that the Land A would be acquired under two different contracts that were subject to the reconfiguration of the land.

Under the Option Agreement, the term 'Contract' referred to either 'Contract A and Contract B' or 'Contract X and Contract XX', as the case requires. Contract A and Contract B were to apply if Lot X and Lot XXXX of the Land A were not subdivided, while Contract X and Contract XX would apply if Lot X and Lot XXXX were subdivided by the Purchaser pursuant to its right under the Option Agreement. Each contract is a Contract of Sale.

Since the reconfiguration development approval was registered prior to the call option expiry date, the reconfiguration of Lot X and Lot XXXX into Lot XX and Lot XXX was granted, and Contracts X and XX of the Option Agreement annexed and applied. The respective Purchasers acquired:

•                     Lot XX (being Contract X) includes the acquisition of the Shopping Centre Land, Stage XX Retail and the enterprises carried out on the land. It is referred to as the Shopping Centre Contract of Sale, and

•                     Lot XXX and Lot XXXXX (being Contract XX) is for the acquisition of the Development Land including enterprises carried out on the land, is referred to as the Land Development Contract of Sale.

The Shopping Centre Contract of Sale and Land Development Contract of Sale are interdependent and were executed at the same time and settled on the same day as required.

Land A

The Land A was approximately XX hectares. Up until completion of the acquisition by the Purchaser, Company A continued to undertake the development activities. Company A had undertaken a staged development of the Land A and had progressively completed several stages of the development. As at the date of the application (XX XXX XXX), the Land A comprised of the following land and titles:

Table 1: Land A land and titles

After the reconfiguration and prior to settlement on XX XXX XXXX, the Land A comprised of the following land and titles:

Table 2: Land A land and titles

Land A reconfiguration

Stage X of the existing shopping centre and the existing shopping centre's car parking areas (as well as an access road from the public road) are located on part of Lot X or reconfigured Lot XX. This is the Shopping Centre Land.

The proposed XX stage of the shopping centre to be constructed, as well as additional car parking areas to support it, will be located on part of Lot X and part of Lot XXXX or reconfigured part of Lot XX and Lot XXX. This is the Stage XX Retail.

Lot XXXXX and part of Lot X and Lot XXXX (to the extent they do not relate to the Shopping Centre Land, Stage XX Retail and the Community Centre), or reconfigured part of Lot XX and part of Lot XXX, to the extent they do not relate to the Shopping Centre Land, Stage XX Retail and the Community Centre, is the Development Land.

Part of Lot X or reconfigured part of Lot XX which contains the Community Centre is the Community Centre Land.

Collectively, the Development Land, Community Centre Land, Stage XX Retail and Shopping Centre Land is the Land A that is the subject of this private ruling application.

Development approvals

The following are development approvals (DAs) that apply to the entire precinct (comprising of the Land A, Land B and other land owned by another X subsidiary):

•                     a development permit was granted by the relevant State Minister for Economic Development for a material change of use for several sites, and

•                     a development permit was granted for changes to conditions associated with XXX decision notice number XXX for several sites.

The following DAs were obtained in relation to the Land A:

•                     Development permit for material change of use (XXX, previous XX) for part of Lot X and part of Lot XXXX;

•                     Development permit for reconfiguring a Lot (X into X lots) and balance lot with a plan of development (XXX) for Lots X, X, X and X on XXX;

•                     Priority development permit for materiel change of use of premises (commercial business use) (XXX) for Lot X;

•                     Priority development permit for material change of use (indoor sport and recreation - gymnasium) (XXX) for Lot X;

•                     Priority development permit for material change of use (temporary community facility, and ancillary temporary business, food premises and shop uses) (XXX) for Lot X;

•                     Compliance assessment request for Stage X of the XX Town Centre Compliance Assessment (XXX) for XX Road, XXXX, XXX XXXX;

•                     Development approval of the density for the land adjoining the north of XX Road (i.e. Lot XXXX) (Application Number XX);

•                     Priority development permit for reconfiguring a Lot with a plan of development (X Lot into XX Lots plus parks, drainage reserve and new roads) (XXX) for Lots X-XXX on XXX;

•                     Priority development approval for the development of stage XX of the existing retail shopping centre on the Land A (Stage X of the existing shopping centre and Stage XX Retail collectively being the Shopping Centre), affecting part of Lot X and Lot XXXX of the Land A (Application Number XXX);

•                     Approved on XX XXX XXXX - Application Number XXX, which provided DA for the Stage XX Retail;

•                     Cultural Heritage Approval XX (XXX), which enabled development works to be undertaken on the Land A.

The Land A and the Land B are included within the urban zone of the XX Urban Development Area Development Scheme (Priority Development Scheme).

The Land A and the Land B are included in the approved XX Urban Core Context Plan (Application Number XXX) (Context Plan), which provides for the development of the XX Town Centre subject to several conditions.

The Land A and Land B have been approved for the following:

•                     residential,

•                     residential medium density,

•                     residential mixed use.

•                     retail core mixed use,

•                     commercial mixed use,

•                     major recreation park,

•                     transit centre,

•                     education mixed use.

An Environmental Protection and Biodiversity and Conservation (EPBC) application for XX residential development, XXX, XXXX (EPBC XXX) (Residential EPBC Approval) was approved to clear approximately XX hectares of Koala habitat.

The Residential EPBC Approval affects:

•                     part of Lot XXXX on the Land A,

•                     part of the Land B,

•                     other land sold previously disposed of by Company B to Company Z (CAN XXX XXX XXX) as trustee for the Z Unit Trust and Company Q as trustee of the Q Partnership (collectively the Z and Q Land).

A further application for EPBC approval was lodged by Company B over land it owns at XX XX Road, XXXX and is currently under assessment (EPBC XXX).

All Urban Core development parcels on the Land A have received exemption approval (not a controlled action) pursuant to the Environment Protection and Biodiversity Conservation Act 1999 (Cth) (EPBC Act) (reference number XXXX) (Town Centre EPBC Referral).

A development application was lodged with and approved by the relevant State Government with application number XXX (Reconfiguration DA) for approval to reconfigure Lot X and Lot XXXX on the Land A into Lot X and Lot XX. The Purchaser exercised their right and reconfigured the Lot X and Lot XXXX and created Lot XX before settlement at its election.

The approval to undertake the Stage XX Retail on Lot XX and Lot XXX of the Land A is part of the draft land use concept master plan under the Priority Development Scheme (the Master Plan). Notwithstanding, the Master Plan has not yet been lodged and endorsed by the relevant Council as at the date of this application.

Rail Corridor

In accordance with the Context Plan (which covers the Land A, Land B and other land previously developed by a X wholly owned subsidiary, a future rail corridor between XX and XX has been preserved within previous development applications (the Rail Corridor).

In XX XXXX, after Company A and Company B worked with the relevant Council for the preparation of the Preliminary Business Case, the Rail Corridor was listed in the Infrastructure Priority List by Infrastructure Australia.

On XX XXX XXXX, the relevant State Government Deal was signed by the Australian Government, State Government and Council of Mayors, being a rolling funding agreement for a XX-year period. As part of the Deal, $XX was committed to the XX to XX Public Transport Corridor Options Analysis (the Analysis) to get the Rail Corridor to 'shovel-ready' status.

The $XX commitment under the Deal includes:

•                     $XX for the Analysis,

•                     $XX for a detailed business case.

In XXX XXXX, the Deal Implementation Plan was released providing details of the commitment milestones and funding arrangements.

Relevantly, the milestones for the analysis are as follows:

•                     XX XXXX - Preliminary Evaluation project plan agreed by Australian and State Government and the Council (subject to approvals);

•                     XX XXXX - Engagement of consultants to support delivery of preliminary evaluation;

•                     XX XXXX - Completion of Preliminary Evaluation, including options analysis (subject to approvals).

As part of community engagement for the Rail Corridor (and the general development of the XX Area), Company A and Company B provided input to the Council and relevant Government. Notwithstanding, involvement of Company A and Company B in these community discussions have decreased as projects progress to the next milestones that require greater involvement of the Governments and the Council.

As of the date of the application, no further commitments or dedications have been made by the Australian and State Government, or the Council.

As the completion of the preliminary evaluation is a milestone of the State Deal Implementation Plant, both Company A and Company B are awaiting the report to determine the highest and best use of the surrounding land of the XX Town Centre precinct pursuant to the Context Plan.

Enterprise of Company A

Land Development Enterprise and Leasing Enterprise

Company X, through its wholly owned subsidiaries Company A and Company B, carries on the development of the XX Town Centre, which falls within the urban zone of the XX Area Priority Development Scheme, in accordance with the Context Plan.

The currency period for the development of the Context Plan is XX years from XXX XXXX, with the expectation (i.e. growth forecast) that ultimate population and development can be reached in a XX+ year horizon.

In accordance with the State Government document, the Context Plan development area is expected to have ultimate development and population by XXXX.

The conditions of the Context Plan relevantly provide the following:

•                     carry out and complete the development generally in accordance with the Context Plan, Land Use and Zoning Plan, development permits, and other approved/endorsed documents (including master plans).

•                     submit for compliance assessment an interim public transport strategy and subsidise an early public transport (bus) service prior to the occupation of the XXth residential lot on the site.

•                     dedicate or transfer to the Department of Transport of the State Government, the land required to facilitate the provision of the future rail upgrade between XX and XX (being the Rail Corridor).

•                     dedicate or transfer to the State Government land required to facilitate the widening of XX Road.

•                     deliver an infrastructure master plan for:

-                    community facilities, including:

-                    state primary and secondary schools

-                    health precinct.

-                    district police station.

-                    ambulance station.

-                    local government facilities

-                    energy and communication service

-                    movement network

-                    sewer infrastructure

-                    water supply

-                    storm water infrastructure

-                    earthworks

-                    community greenspace.

•                     deliver overarching site strategies for total water cycle management, natural environment, ecological sustainability and innovation, community development, housing diversity and affordability, and employment and economic development.

Within Company A's business, it carries on smaller separable enterprises that assist in achieving its main activity of developing the Town Centre in accordance with the Context Plan.

The enterprises carried out on Lot X of the Land A are the enterprise of:

•                     developing the Stage XX Retail for future leasing (construction has not yet commenced);

•                     leasing the Shopping Centre; and

•                     licensing a temporary community centre referred to as 'XX Place' (the Community Centre) for use by the community and Council.

The enterprise carried out on Lot XXXXX and Lot XXXX (other than Stage XX Retail on Lot XXXX), being the balance of the Land A, is the enterprise of land development in accordance with the Context Plan.

Broadly, Company A has completed the following activities in relation to the Land A:

•                     undertaking civil construction works for the development of stage X of the Shopping Centre (Stage X Retail) and the Community Centre as part of the Master Plan;

•                     constructing and developing of stage X of the Shopping Centre and stage X of the Shopping Centre carpark on the Land A as part of Stage X Retail;

•                     constructing XX Street for access from XX Road to stage X of the Shopping Centre and the Community Centre;

•                     constructing the Community Centre;

•                     constructing water, storm water, energy and communication service, sewer infrastructure, and movement networks in relation to Stage X Retail and the Community Centre;

•                     constructing improvements on Lot XXXX including billboard signs, pathways, roads, signage and drainage infrastructure;

•                     negotiating and entering into lease agreements in relation to stage X of the Shopping Centre;

•                     applying for and obtaining approval for the development for Stage XX Retail;

•                     negotiating and executing of an Agreement for Lease and heads of agreements for leasing premises within Stage XX Retail;

•                     negotiating and executing of an Agreement for Lease and heads of agreements for leasing premises within Stage XX Retail;

•                     negotiation and entry into a licence with the XXXX to allow it to operate a public bus service accessing XX Street (located on Lot X);

•                     applying for and obtaining the Town Centre EPBC Referral;

•                     applying for a variation to the Residential EPBC Approval to allow for an increase to the XX hectare clearing limit to allow for clearing on other land owned by Company A and other parties, however, this has been denied on the basis that the relevant authority requires a fresh application rather than a variation application;

•                     engaging with consultants to conduct detailed site surveys to support a variation of the Residential EPBC Approval to allow for an increase to the clearing limit following the classification of Koalas from vulnerable to endangered. As per above, this work will now be used to support a new application instead;

•                     negotiating heads of agreement for an additional offset agreement for offsetting clearing of habitat in contemplation of the acceptance of the application for the variation of the Residential EBPC Approval;

•                     applying for and obtaining the Town Centre EPBC Referral;

•                     entering into an agreement with a utility company in relation to installation of an utility infrastructure on the Land A;

•                     entering into cultural heritage management pians with the cultural heritage parties for the Land A to enable its development;

•                     entering into an offset agreement for offsetting clearing of habitat as required by the Residential EBPC Approval;

•                     removal of a cattle dip from Lot XXXX, remediation of contamination from the site and removal of Lot XXXX from the Environmental Management Register;

•                     agreeing to resumptions of the Land A for the widening of XX Road in accordance with DAs for the Land A;

•                     providing discussion and input in relation to the Rail Corridor and the general development of the XX Area;

•                     organising and coordinating community events and engagements on vacant parcels of the Land A (including granting a licence to parkrun Australia to use part of Lot X and Lot XXXXX for weekly parkrun events);

•                     entering into commercial discussions for a school, hospital and fast-food establishments/drive throughs on the Land A.

Broadly, Company A will, to the extent they are not already or subsequently completed, continue to undertake up until completion the following activities in relation to the Land A:

•                     entering into commercial negotiations and commercial agreements for the leasing of premises in relation to the Stage XX Retail development. These include the following entered into to date:

-                    an agreement for lease dated XX XXX XXXX entered into between Company A (as landlord) and XXX (as tenant) to lease approximately XX sqm as part of Stage XX Retail,

-                    by Letter dated XX XXX XXXX, an offer to lease was entered into between Company A (as landlord) and XXX to lease approximately XX sqm as part of Stage XX Retail;

•                     undertaking commercial discussion and negotiations for the leasing of a space to XX as part of Stage XX Retail development;

•                     marketing, advertising and accepting enquiries for leases in relation to the Shopping Centre and the Community Centre;

•                     leasing premises to tenants in relation to the Shopping Centre. As of XXX XXXX, the Shopping Centre had XX tenants with a monthly turnover of $XX;

•                     licensing premises to tenants in relation to the Community Centre.

Notwithstanding that the following activities and developments have not been undertaken on the Land A, they have been either undertaken on the Land B or land contiguous to the Land A owned by Company A or Company B, which are contemplated under the Context Plan:

•                     under development permit XXX, land has been leased to the north of the Police Station Site for a telecommunications tower. This has been leased to a communication company for a XX Tower (XX Tower Lease). The XX Tower Lease is for a XX-year concurrent period until XX XXX XXXX;

•                     land is being sold to the State Police Service for a police station, with civil works having commenced by Company B. It is expected that this will be completed in XXX to XXX XXXX and thereafter, the State Police Service will construct the police station;

•                     an agreement for lease to lease the same land the subject of the XX Tower Lease has been entered into with Company W (related t the telecommunication company), as trustee for the Trust W to replace the XX Tower Lease for a period of XX years from commencement. Such lease is to commence once Company B completes earthworks and access is available following construction of part of XX Road by Company B;

•                     land has been subdivided, developed and sold to purchasers by Company A and another Company X subsidiary on land adjoining the Land A, to the extent that there is no current stock of subdivided residential or commercial land to be sold by any Company X subsidiary;

•                     under the Residential EPBC Approval, Company B has commenced vegetation clearing on Lot XX of the Land B with approximately XX hectares cleared to date. Notwithstanding that this relates to the Land B, this is contemplated under the Residential EPBC Approval and the Context Plan, which covers both the Land A and the Land B;

•                     Company B has applied for a new EPBC application (EPBC XXX) under the EPBC Act over part of the Land B (New (XX XXX Road) EPBC Referral);

•                     Company B has entered into an agreement with the Utility Company in relation to installation of the utility infrastructure on the Land B;

•                     Company B has entered into cultural heritage management plans with the cultural heritage parties for the Land B to enable its development;

•                     Company A and Company B have entered into an offset agreement for offsetting clearing of habitat as required by the Residential EBPC Approval;

•                     Company B has applied for a number of development applications and obtained DAs for the Land B;

•                     Company B has entered into an access works deed with XXX XXX Development Company as trustee for the XXX XXX Development Partnership and Company Q for the construction of X Street, XX Street and XXX Road within the XX Town Centre on the Land B.

It is intended that the above facilities and the Rail Corridor that are to be delivered on or around the XX Town Centre Precinct will significantly increase the value of the Land A that is intended to be subdivided.

The pending dedication and commitment of next steps for the Rail Corridor following the analysis and business case has resulted in a slowdown of further subdivision of the Land A. This has resulted in a reduction in project management effort in respect of the land development activities on the Land A and the Land B from five to two full-time project managers, being employees of Company X.

Certainty of the specific land for the proposed transport corridor is required as any land subdivided prior to that being known is at risk of compulsory acquisition. This is a commercial decision for Company A as it may cause undue costs, time and effort for Company A, as well as be inconsistent with the Context Plan and previous DAs that preserves land for the Raii Corridor.

Notwithstanding that Company A was awaiting dedication/commitment of next steps for the Rail Corridor before further subdivision occurs, this is in the ordinary nature of business as usual for Company A's enterprise. This is necessary to facilitate supplies within the larger enterprise of developing the XX Town Centre (which includes Lot XXXXX and Lot XXXX) for the following reasons:

•                     the Context Plan expressly contemplates the preservation or transfer of land to the Department of Transport for the Rail Corridor, which is expected to be an investment in trade and enterprise for the State Government and accommodate a transport system for the sub-regions (including XX Area) in the State Government according to the State Government Deal. As such, it is necessary to slowdown some of Company A's activities (i.e. subdivision) to facilitate for the future Rail Corridor, which will in turn facilitate the development of the Land A in accordance with the Context Plan. If any further subdivision occurs while awaiting further dedication/commitment to the Rail Corridor, this may either be compulsorily acquired or impact the proposed pathway of the Rail Corridor;

•                     any temporary slowdown of Company A's activities as a result of pending critical interrelated milestones contemplated under the Context Plan or other related approvals, will be for a short period relative to the XX-year currency period for the development of the Town Centre precinct in accordance with the Context Plan;

•                     if not for awaiting further dedication/confirmation of the Rail Corridor, it is expected that Company A would not have slowed down some of its activities. It is usual in a large-scale development project such as the Land A that the delivery of the various development activities are sequenced to occur subject to the delivery or securing of required preconditions including any statutory or regulatory approvals. Subject to securing those required any statutory or regulatory approvals, it is open to Company A to:

-                    undertake further subdivision activities, and

-                    apply for and progress further development applications (including for detailed area plans and building approvals).

Subsequent to Company A's decision to sell the Land A, a strategic commercial decision was taken to moderate certain commercial discussions and negotiations for further leases and developments on the Land A. Relevantly, this includes not having progressed further commercial discussions for a school, hospital, fast food establishments and drive throughs. This reflects Company A's view as to the best value maximising approach by allowing the opportunity for potential purchaser's preferences to be factored into the commercial negotiations that are then progressed and ultimately subsequently documented in commercial agreements. It is noted that as only commercial discussions have been held, the activities of such potential developments have not been confirmed and may be undertaken on either the Land A or Land B.

Company A has no employees. Company A has procured that Company X provide project management services to it to enable the day-to-day management of the enterprises subject to direction from Company A. Notwithstanding, the project managers are procured from Company X, Company A retains control of the enquiries, details or commercial discussions and negotiations.

Company A will assist with continuing commercial discussions and commitments for further leases and developments on the Land A before settlement with the approval of the Purchaser which would also be activities contemplated under the Context Plan.

The dedication and commitment of the Rail Corridor is contemplated under the Context Plan. The slowdown of subdivision activities until confirmation of the location of the Rail Corridor is therefore necessary to facilitate the supply of other things under Company A's enterprise.

Lot 1 - Shopping Centre Land and Stage XX Retail

On XX XXX XXXX, Lot XX was formed by the reconfiguration of Lot X and Lot XXXX.

Lot XX is to be developed into a medium to high density development, consisting of residential developments, mixed use developments, and commercial developments.

As Lot XX was formed from prior landholdings held by Company A, the following events, development applications and contracts entered into prior to the creation of Lot XX (but in respect of Lot X and Lot XXXX) will also apply to Lot XX:

•                     on or around XX XXX XXXX, Company X wholly acquired the issued shares in Company A. At the time of the share acquisition, Lot X formed part of Company A's original landholdings;

•                     in XXX XXXX, the XX Area Urban Development Area Development Scheme (the Development Scheme) was released, which provides a broad spatial framework to guide development of the XX Area. Subsequent to this scheme, context plans needed to be lodged to provide the intermediate level of spatial planning between the scheme maps and individual DAs;

•                     on XX XXX XXXX, an application for a context plan was lodged by Company A (Application Number XXXX (previously DEV XXXX) (the Context Plan);

•                     on XX XXX XXXX, the Context Plan was approved. Notwithstanding that Lot XX was not created at the time of approval, the Context Plan covered the original landholdings forming Lot XXXX, which subsequently formed part of Lot XX. Lot XXXX was formed from the subdivision and consolidation of several lots, which were lots covered under the Context Plan;

•                     material conditions of the Context Plan includes:

-                    preserving land for a future rail corridor,

-                    preparing a land use concept master plan to guide the development of the XX Town Centre (the Master Plan), which was subsequently prepared in draft form;

•                     on XX XXX XXXX, approval was received for a compliance assessment request for Stage X of the XX Town Centre (Application Number XXXX). The approval was relevant to Company A constructing Stage X Retail of the Shopping Centre, which is currently in operation and being leased out;

•                     on XX XXX XXXX, an application was lodged for approval of a development for commercial business use (Application Number XXXX). On XX XXX XXXX, approval was granted;

•                     on XX XXX XXXX, an application for approval of development for sport, recreation and entertainment use was lodged (Application Number XXXX) within the existing approval for the retail development on the land. On XX XXX XXXX, the approval was granted. Subsequent to the approval, a gym was constructed and is currently leased to XXX;

•                     on XX XXX XXX, Stage X Retail of the Shopping Centre was completed. Subsequently, lease agreements were entered into with third parties for the leasing of premises within the Shopping Centre (which is currently still being carried on);

•                     on XX XXX XXXX, an application was lodged for the delivery of the Community Centre (being XXX Place) (Application Number XXXX). On XX XXX XXXX, approval was granted;

•                     on XX XXX XXXX, an application to change conditions of the Context Plan (Application Number

XXXX) was lodged. The proposed changes in the application related to minor administrative changes required to facilitate the delivery of the development. On XX XXX XXXX, the application to change conditions of the Context Plan was approved;

•                     on XX XXX XXXX, an application was lodged to amend approval XXXX (Application Number XXXX). On XX XXX XXXX, approval was received;

•                     On XX XXX XXXX, Company A (as landlord) entered into a heads of agreement with a restaurant company (as prospective tenant) for the leasing of the land to be developed as a drive-through restaurant. Negotiations are currently in place with the prospective tenant shifting the drive through restaurant to Proposed Lot X (located on Lot XX on XXXX) on the Land B;

•                     on XX XXX XXXX, an application to amend the Community Development Strategy for the Master Plan (Application Number XXXX) was lodged. The application is still in progress;

•                     on XX XXX XXXX, an application to amend the XX Network Infrastructure Plan (XXXX) was lodged. The application is still in progress;

•                     on XX XXX XXXX, an application to amend the Community Greenspace Infrastructure Master Plan (XXXX) was lodged. The application is still in progress;

•                     on XX XXX XXXX, an application for material change of use relating to Stage XX Retail (Application Number XXXX) was lodged. On XX XXX XXXX, the application was approved;

•                     on XX XXX XXXX, Company A (as landlord) entered into an offer to lease with XXX Services (as lessee) for part of Stage XX Retail (which is currently being constructed);

•                     on XX XXX XXXX, Company A (as landlord) entered into an agreement for lease with XX Foods (as tenant) for part of Stage XX Retail (which is currently being constructed;

•                     on XX XXX XXXX, an application to reconfigure Lot X and Lot XXXX into proposed Lot XX and Lot XXX (Application Number XXXX) was lodged. On XX XXX XXXX, the application was approved. As part of the reconfiguration, the Community Centre (which was previously located on Lot X) was thereafter reconfigured to be part of Lot XXX;

•                     during Company A's ownership of Lot X, a cultural heritage approval, XXXX (LotXXXXX) was received in respect of a scarring tree identified on site of a proposed rail corridor on the land.

When the relevant DAs were approved, Company A undertook construction, and development works in respect to the Shopping Centre. On XX XXX XXXX, the Shopping Centre was completed. Subsequently, the Land A was advertised and leased out to tenants by Company A. To date, only 'XXX' (being XXm²) has not been leased out. However, there have been negotiations in place for an offer to lease.

When Shopping Centre Land was acquired by the Purchaser, it acquired the assignment and benefit of all rights and obligations of Company A under the leases.

The leasing enterprise is a separate operation of the Shopping Centre Land that operates with a degree of autonomy, as it has external service providers and customers (being the tenants) and has its own management structure and budget.

When the relevant DAs were approved, Company A commenced construction and development of the Stage XX Retail. During the period of construction, Company A has negotiated and entered into the following contracts in respect of the Stage XX Retail:

•                     on XX XXX XXXX, an offer to lease with XXX Services,

•                     on XX XXX XXXX, an agreement to lease with XX Foods.

The leasing enterprise of the Stage XX Retail is a separate operation from the other Land A, which operates with a degree of autonomy and has its own service providers and external customers.

Acquisition

Contract X - Shopping Centre and Stage XX Retail

On XX XXX XXXX, Contract X was entered into between Company A and XX Investment Company ACN XXX XXX XXX as trustee for the XX Investment Trust ABN XX XXX XXX XXX for a purchase of Lot XX for $XX excluding GST.

The XX Investment Trust is registered for GST since XX XXX XXX.

Per Special Condition XX, the purchase price is apportioned as follows:

•                     Shopping Centre - $XX;

•                     Stage XX Retail - $XX; and

•                     all Property except for the Shopping Centre and Stage XX Retail - $XX

On XX XXX XXXX, Contract X settled.

The land sold is subject to several land, lease and licence encumbrances, and service agreements. The Relevant Encumbrances in clause XX provides that if the property has a Relevant Encumbrance (excluding a Security Interest), the buyer must accept the following at the settlement:

•                     an unstamped but signed document releasing or removing the encumbrance, in a manner approved by the relevant authority,

•                     any other necessary paperwork or declarations to ensure the release document can be stamped and officially registered, if required.

GST

The standard GST clause has been deleted and GST in Special Condition XX of the Shopping Centre Contract of Sale apply.

Special Condition XX defines the following terms:

•                     'Development Enterprise' is the enterprise of developing the Land (other than the Shopping Centre and Stage XX) carried on by the Seller,

•                     'Leasing Enterprise' means the enterprise of leasing the Shopping Centre and Stage XX carried on by the Seller, and

•                     references to 'Shopping Centre' includes all Chattels being sold under the contract.

Supply of going concern

Under Special Condition XX, the parties agree that the sale of the Shopping Centre and Stage XX are the supply of a going concern.

Under Special Condition XX, the parties agree that the sale of the property excluding the Shopping Centre Land and Stage XX Retail are a supply of a going concern.

The Purchaser warrants that it will be registered for GST under Part 2.5 of the GST Act on the Settlement Date and will continue to be so at all relevant times up to Settlement of the contract.

In relation to the Shopping Centre and Stage XX, Company A warrants that it will supply to the Purchaser all of the things that are necessary for the continued operation of the Leasing Enterprise and that it carries and will carry on the Leasing Enterprise until Settlement.

In relation to all Property excluding the Shopping Centre and Stage XX, Company A warrants that it will supply the Purchaser all of the things that are necessary for the continued operation of the Development Enterprise, and that it carries and will carry on the Development Enterprise until Settlement.

Supplies supplied on settlement

On the day of settlement, Company A supplied to XX Investment Trust the following supplies:

•                     Lot XX;

•         the leasing and development enterprise carried on Lot XX, being the leasing of the Shopping Centre and development of Stage XX Retail (to the extent it relates to Lot XX);

•                     the development enterprise carried on Lot XX, to the extent it does not relate to the Shopping Centre and Stage XX Retail;

•                     assignment of all leases and licences applicable to Lot XX (namely, tenancy leases operated within the Shopping Centre);

•                     chattels and fixtures for the benefit of the tenants of the Shopping Centre;

•                     any DAs or permits in relation to the Shopping Centre;

•                     licence to any intellectual property rights or licences, actually held by Company A, to use plans, drawings, approvals, permits, agreements, applications, documents, reports or the link which relate to the Shopping Centre, including:

-                    the business name 'XX Town Centre' (whether registered or unregistered),

-                    marketing material and branding for 'XX Town Centre' in Company A's possession or control,

-                    the web address 'www.XXtowncentre.com.au',

-                    social media accounts and pages for 'XX Town Centre',

-                    registered and unregistered trademarks for 'XX Town Centre';

•                     a perpetual and irrevocable licence to XX Investment Trust in respect of all consultant plans, consultant reports and applications in relation to the Shopping Centre.

Lot XXX - Community Centre Land

On XX XXX XXXX, Lot XXX was formed by the reconfiguration of Lot X and Lot XXXX.

Lot XXX is to be developed into a medium to high density development, consisting of residential and mixed-use developments.

After the reconfiguration, the Community Centre was reconfigured to be part of Lot XXX and the following licence agreements were subsequently entered into:

•                     on XX XXX XXXX, Company A (as licensor) entered into a licence agreement with the State Government represented by Justice and Attorney-General (as licensee);

•                     on XX XXX XXXX, Company A (as licensor) entered into licence agreements with XX City Council (as licensee) for:

-                    chair yoga, and

-                    meditation.

The Option Agreement and Contract XX apply to Lot XXX.

When the relevant DAs were approved, Company A commenced construction and delivery of the Community Centre. After construction of the Community Centre was completed, Company A entered into the following contracts in respect of the Community Centre:

•                     on XX XXX XXXX, a licence agreement with the State Government (Department of Justice and the Attorney-General) for use of the Community Centre,

•                     on XX XXX XXXX, licence agreement with XX City Council for use of the Community Centre.

The leasing/licencing enterprise is a separate operation of the Community Centre that operates with a degree of autonomy as it has external service providers and customers and has its own management structure and budget.

Lot XXXXX - Land Development

Prior to XX XXX XXXX, Company A acquired Lot XXXXX on XXXX.

On or around XX XXX XXXX, Company X wholly acquired Company A and Lot XXXXX formed part of Company A's original landholdings at the time of share acquisition.

Lot XXXXX is to be developed into a medical precinct, which requires facilitating the development for a hospital and other medical facilities.

The following events, development applications and contracts apply to Lot XXXXX:

•                     the Development Scheme;

•                     removal of a cattle dip, remediation of contamination from the site and removal of Lot XXXXX from the Environmental Management Register;

•                     during Company A's ownership of Lot XXXXX, a cultural heritage approval XXX (LotXXXXX) was received.

The Option Agreement and Contract XX apply to Lot XXXXX.

Supplies supplied on settlement

On the day of settlement, Company A supplied to XX Unit Trust the following supplies:

•                     Lot XXX;

•                     the Community Centre and part of the development of Stage XX Retail;

•                     the leasing and development enterprise carried on Lot XXX, being the leasing of the Community Centre and the development of part of Stage XX Retail;

•                     the development enterprise carried on Lot XXX, being the development of land (other than the Community Centre and Stage XX Retail);

•                     assignment of all intellectual property rights owned by Company A to XX Unit Trust;

•                     Lot XXXXX;

•                     the development enterprise carried on Lot XXXXX;

•                     assignment of all intellectual property rights owned by Company A to XX Unit Trust.

Acquisition

Contract XX - Community Centre and Land Development Contract of Sale

On XX XXX XXXX, Contract XX was entered into between Company A and XX Company ACN XXX XXX XXX as trustee for the XX Unit Trust for Lot XXX and Lot XXXXX for $XX exclusive of GST. The XX Unit Trust is registered for GST.

Per Special Condition XX, the purchase price is apportioned as follows:

•                     Community Centre - $XX; and

•                     all Property except for the Community Centre - $XX

On XX XXX XXXX, the Contract XX settled.

The land sold is subject to several land, lease and licence encumbrances, and service agreements. The Relevant Encumbrances clause XX provides that if the property has a Relevant Encumbrance (excluding a Security Interest), the buyer must accept the following at the settlement:

•                     an unstamped but signed document releasing or removing the encumbrance, in a manner approved by the relevant authority,

•                     any other necessary paperwork or declarations to ensure the release document can be stamped and officially registered, if required.

GST

The standard GST clause has been deleted and GST in Special Condition XX of the Contract XX applies. Special Condition XX defines the following terms:

•                     'Development Enterprise' is the enterprise of developing the Land (other than the Community Centre) carried on by the Seller,

•                     'Leasing Enterprise' means the enterprise of leasing the Community Centre carried on by the Seller, and

•                     references to 'Community Centre' includes all Chattels being sold under the contract.

Supply of going concern

Under Special Condition XX, the parties agree that the sale of the Community Centre is the supply of a going concern.

Under Special Condition XX, the parties agree that the sale of all Property excluding the Community Centre is the supply of a going concern.

The Purchaser warrants that it will be registered for GST under Part 2.5 of the GST Act on the Settlement Date and will continue to be so at all relevant times up to Settlement of the contract.

In relation to the Community Centre, Company A warrants that it will supply to the Purchaser all of the things that are necessary for the continued operation of the Leasing Enterprise and that it carries and will carry on the Leasing Enterprise until Settlement.

In relation to all Property excluding the Community Centre, Company A warrants that it will supply the Purchaser all of the things that are necessary for the continued operation of the Development Enterprise, and that it carries and will carry on the Development Enterprise until Settlement.

Relevant legislative provisions

A New Tax System (Goods and Services Tax) Act 1999 section 9-5

A New Tax System (Goods and Services Tax) Act 1999 section 9-10

A New Tax System (Goods and Services Tax) Act 1999 section 9-15

A New Tax System (Goods and Services Tax) Act 1999 section 9-17

A New Tax System (Goods and Services Tax) Act 1999 section 9-20

A New Tax System (Goods and Services Tax) Act 1999 section 38-325

A New Tax System (Goods and Services Tax) Act 1999 section 195-1