Product Ruling

PR 2025/17

Instreet Structured Investment Pty Ltd - Instreet Masti

• Please note that the PDF version is the authorised version of this ruling.

What this Ruling is about

1. This Ruling sets out the income tax consequences for entities that participate as an Investor in the scheme referred to as the Instreet Masti, offered by Instreet Structured Investment Pty Ltd (Issuer).

2. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. Terms which are defined in the Instreet Masti Master Product Disclosure Statement (Master PDS) referred to in paragraph 11 of this Ruling have been capitalised.

3. This Ruling does not address:

•

the tax consequences

–

of borrowing funds to pay amounts owed by an Investor under the scheme

–

of paying any Service Fee

–

of paying any adviser servicing fees

–

of a transfer of an Investor's rights and obligations under the Terms

–

of an Investor Insolvency, exercise of the Annual Walk Away Option, Early Maturity, Issuer Buy-Back or Adjustment Event

–

upon enforcement of the Security Deed by the Security Trustee on behalf of the Investors

–

of taking delivery of, holding and disposing of the Final Assets

–

associated with the holding of a Beneficial Interest

•

whether the scheme constitutes a deferred purchase agreement, and

•

whether the scheme constitutes a financial arrangement for the purposes of Division 230 (taxation of financial arrangements).

Who this Ruling applies to

4. This Ruling applies to you if:

•

you are accepted to participate in the scheme described in paragraphs 11 to 30 of this Ruling, as an Investor

•

your rights and obligations under the Terms commence on a relevant Commencement Date, being a Commencement Date on or between 10 December 2025 and 30 June 2028, and

•

at the time of entering into the scheme you have a

–

purpose of staying in the scheme until it is completed (that is, being a party to the Terms until their term expires), and

–

realistic expectation of deriving assessable income from the scheme that exceeds the deductible expenditure that you incur in respect of it.^[1]

5. The Ruling does not apply to you if you:

•

are a non-resident for Australian tax purposes

•

are an entity whose rights and obligations under the Terms commence other than on a relevant Commencement Date (see paragraph 4 of this Ruling)

•

are an entity that intends to terminate your involvement in the scheme prior to its completion

•

are an entity that does not intend to derive assessable income from the scheme that exceeds the deductible expenditure that you incur in respect of it

•

participate in the scheme through offers made other than through the Master PDS and an Instreet Masti Term Sheet Product Disclosure Statement (Term Sheet PDS), or you enter into an undisclosed arrangement with the promoter or a promoter associate, or an independent adviser that is interdependent with scheme obligations or scheme benefits (which may include tax benefits) in any way

•

trade in financial instruments or securities and are treated for tax purposes as trading in the Units or the Final Assets, carrying on a business of investing in the Units or the Final Assets, or holding the Units or the Final Assets as trading stock or as revenue assets, or

•

are subject to Division 230 in respect of this scheme.

Requirements of the Superannuation Industry (Supervision) Act 1993

6. This Ruling does not address the provisions of the Superannuation Industry (Supervision) Act 1993. We give no assurance that the scheme is an appropriate investment for a superannuation fund. The trustees of superannuation funds are advised that no consideration has been given in this Ruling as to whether investment in this scheme may contravene the provisions of the Superannuation Industry (Supervision) Act 1993.

Date of effect

7. This Ruling applies from 10 December 2025, the date it was published, to an Investor specified in paragraph 4 of this Ruling that enters into the scheme described in paragraphs 11 to 30 of this Ruling on a relevant Commencement Date from 10 December 2025 until 30 June 2028.

8. However, the Ruling only applies and may be relied on to the extent that there is no change in the scheme or in the Investor's involvement in the scheme. If the scheme carried out is materially different from the scheme described at paragraphs 11 to 30 of this Ruling, this Ruling cannot be relied upon and may be withdrawn or modified.

Ruling

9. Subject to paragraph 3 of this Ruling and the assumptions in paragraph 10 of this Ruling:

(a)

The Fixed Coupons and any Final Coupon received by the Investor in respect of their Units under the Instreet Masti are income according to ordinary concepts and assessable income of the Investor under section 6-5 in the income year in which the Coupons are credited or received.

(b)

Any Finance Cost Payments incurred by the Investor in respect of their Units under the Instreet Masti are deductible under section 8-1. This deduction is allowable in the income year incurred, subject to the application of subparagraph 9(d) of this Ruling.

(c)

Section 82KL of the Income Tax Assessment Act 1936 (ITAA 1936) will not apply to deny any Finance Cost Payments incurred by the Investor in respect of their Units under the Instreet Masti that are allowable as a deduction under section 8-1.

(d)

Section 82KZMF of the ITAA 1936 will apply to set the amount and timing of deductions for any prepaid Finance Cost Payments incurred by the Investor in respect of their Units under the Instreet Masti that are allowable as a deduction under section 8-1.

(e)

The Investor's legally enforceable rights in respect of their Units under the Instreet Masti are, in their totality, a CGT asset under subsection 108-5(1).

(f)

The Investor's ownership of the contractual rights in respect of their Units under the Instreet Masti comes to an end by reason of those rights being discharged or satisfied upon either payment of the Final Value and any Final Coupon to the Investor (under a cash settlement), or delivery of the Final Assets and payment of any Final Coupon to the Investor (under a physical settlement). A CGT event C2 happens under section 104-25 at this time.

(g)

The Investor's capital proceeds under section 116-20 will be equal to the Final Value received on (or shortly after) the Settlement Date where they are subject to a cash settlement, and the market value of the Final Assets received on (or shortly after) the Settlement Date where they elect to physically settle.

(h)

The cost base or reduced cost base of the Investor's contractual rights in respect of their Units under the Instreet Masti includes the Total Purchase Price (subsections 110-25(2) and 110-55(2)).

(i)

The Investor's Units under the Instreet Masti are not 'securities' as defined in subsection 159GP(1) of the ITAA 1936.

(j)

Provided the scheme ruled on is entered into and carried out as described in this Ruling, the anti-avoidance provisions in Part IVA of the ITAA 1936 will not apply to the Investor in respect of an investment in Units offered under the Instreet Masti.

Assumptions

10. This Ruling is made on the basis of the following necessary assumptions:

(a)

The Investor is an Australian resident for tax purposes.

(b)

The Investor is not a trader in financial instruments or securities and is not treated for tax purposes as trading in the Units or the Final Assets, carrying on a business of investing in the Units or the Final Assets, or holding the Units or the Final Assets as trading stock or as revenue assets.

(c)

The Investor has not made an election under section 230-455 to have Division 230 apply to their financial arrangements and is

(i)

an individual

(ii)

a superannuation entity, a managed investment scheme or an entity substantially similar to a managed investment scheme under foreign law with assets of less than $100 million

(iii)

an authorised deposit-taking institution (ADI), a securitisation vehicle or other financial sector entity with an aggregated turnover of less than $20 million, or

(iv)

another entity with an aggregated turnover of less than $100 million, financial assets of less than $100 million and assets of less than $300 million.

(d)

The dominant purpose of the Investor in entering into the scheme is to derive assessable income from the scheme that exceeds the deductible expenditure that they incur in respect of it.

(e)

The Investor will, at the time of entering into the scheme, have a purpose of staying in the scheme until it is completed, and will not terminate their involvement in the scheme prior to the Maturity Date.

(f)

Each Finance Cost Payment incurred by the Investor in respect of their Units under the Instreet Masti will not constitute 'excluded expenditure' as defined in subsection 82KZL(1) of the ITAA 1936.

(g)

An Investor that is a complying superannuation fund is not prevented from investing in the scheme by any particular terms of its trust deed, and is not in breach of any stated investment strategy.

(h)

The scheme will be executed in the manner described in the Scheme section of this Ruling and the scheme documentation mentioned in paragraph 11 of this Ruling.

(i)

All dealings between the Investor and the Issuer will be at arm's length.

Scheme

11. The scheme is identified and described in the following:

•

application for a product ruling as constituted by documents and information received on 18 November 2025

•

draft Instreet Masti Master Product Disclosure Statement, received on 18 November 2025, and

•

draft Instreet Masti Term Sheet Product Disclosure Statement, received on 18 November 2025.

Note: certain information has been provided on a commercial-in-confidence basis and will not be disclosed or released under freedom of information legislation.

12. For the purposes of describing the scheme, there are no other agreements (whether formal or informal, and whether or not legally enforceable) which an Investor, or any associate of an Investor, will be a party to which are a part of the scheme.

13. All Australian Securities and Investments Commission requirements are, or will be, complied with for the term of the agreements.

Overview of scheme

14. An offer to participate in the Instreet Masti will be made to prospective Investors by way of the Master PDS and a supplementary Term Sheet PDS. Each investment will be governed by the general terms in the Master PDS and specific terms in the Term Sheet PDS (Terms).

15. On acceptance of an Investor's Application and receipt by the Issuer of the fees payable by the Investor by the Offer Closing Date, the Issuer will issue Units to the Investor on or prior to the Commencement Date at which point their respective rights and obligations under the Terms will commence. The Investor also receives, on the Commencement Date, a beneficial interest in a Portion of the Final Assets (Beneficial Interest). That Beneficial Interest forms part of the Units issued to the Investor.

16. The Minimum Investment for which an Application will be accepted by the Issuer is 25,000 Units in a particular Series, at a price of $1.00 per Unit, with increments of 20,000 Units thereafter (as amended in any Term Sheet PDS from time to time).

17. Subject to paragraph 18 of this Ruling, the Investor's obligation to pay the Total Purchase Price in respect of the issued Units will be deferred on an annual basis until the Maturity Date. In consideration for this deferral, the Investor must prepay the following Finance Cost Payments annually to the Issuer:

•

the first year's Finance Cost Payment by the first Finance Cost Payment Date (also the Offer Closing Date), and

•

the Finance Cost Payment for each subsequent Period on or before each corresponding Finance Cost Payment Date.

18. Where the Term Sheet PDS specifies that Purchase Price Election is applicable, then (instead of deferring part of the Total Purchase Price until the Maturity Date and paying Finance Cost Payments) the Investor can elect, on their Application Form, to pay the Total Purchase Price (as well as a separate Service Fee) on Application.

19. The Units (and the payment by the Investor of any Finance Cost Payments as required) entitle the Investor to:

•

one or more Fixed Coupons, calculated as a percentage of the Purchase Price per Unit and payable annually by the Issuer on the relevant Coupon Payment Dates, and

•

a Final Coupon (if any), uncapped and conditional on the positive performance of the Reference Index over the Investment Term (subject to averaging and any foreign exchange risk) in excess of the Fixed Coupons already paid.

20. If a Volatility Target overlay applies, the performance of the Reference Index will be affected by the level of exposure that the Units have to the Underlying Index, a level determined by the Participation Rate. The Participation Rate operates by varying the exposure that the Units will have to the Underlying Index according to the observed volatility of the Underlying Index. The higher the volatility of the Underlying Index, the lower the Participation Rate and vice versa. Throughout the Investment Term, the Participation Rates will vary and will range from a minimum of 0% to a maximum of 150%, depending on the volatility of the Underlying Index over the previous 100 Calculation Dates.

21. If a Volatility Target overlay does not apply, the Reference Index and the Underlying Index are the same indices for the purposes of calculating the Final Coupon.

22. Investors may elect for a Fixed Coupon payable in respect of a Period to be set-off against a Finance Cost Payment due in respect of the immediately following Period, and only pay the difference (if any) on the respective Finance Cost Payment Date.

23. Where the Investor pays the Total Purchase Price on or before the Maturity Date as required, they will be entitled to receipt of the Final Value (plus the proceeds of sale of the Investor's Beneficial Interest). The Final Value per Unit, like the Purchase Price per Unit, will be $1.00.

24. Unless the Investor validly elects physical settlement to apply in accordance with paragraph 25 of this Ruling, the Issuer will pay the Final Value, plus any Final Coupon, on the Settlement Date (or as soon as possible thereafter).

25. Physical settlement of the Units will apply where the Investor has:

•

returned to the Issuer at least 10 Business Days prior to the Maturity Date a validly completed Notice of Maturity which clearly specifies an election to physically settle their Units, and

•

paid the Total Purchase Price in full before the Maturity Date.

26. Where the Investor validly elects physical settlement, they will receive Final Assets with a value equal to the Final Value. The Issuer (or its nominee) will arrange for the Final Assets, plus the payment of any Final Coupon, to be transferred to the Investor on the Settlement Date (or as soon as possible thereafter).

27. Unless substituted by the Issuer in accordance with the Terms, the Final Assets will be ordinary shares in Westpac Banking Corporation.

28. Upon cash settlement in accordance with paragraph 24 of this Ruling or physical settlement in accordance with paragraphs 25 and 26 of this Ruling, the Issuer's obligations to the Investor under the Terms will be satisfied and discharged.

29. The features of each Series will be described in a Term Sheet PDS which includes:

•

the Underlying Index

•

whether a Volatility Target is applicable

•

the Reference Index

•

whether Purchase Price Election, and a Service Fee, is applicable

•

the Finance Cost Payments, if any (as a percentage of the Purchase Price per Unit)

•

the Fixed Coupons (as a percentage of the Purchase Price per Unit)

•

whether the Final Coupon will be subject to any foreign exchange risk, and

•

the Investment Term, ranging between 2 and 5 years.

30. The Underlying Index to which the Investor's Units will provide exposure over the Investment Term will be any one or more of the following:

•

the S&P/ASX 200 Index, the S&P 500 Price Return Index or any other equities index

•

any exchange traded fund, or

•

any other basket of equities or exchange traded funds.

Commissioner of Taxation
10 December 2025

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Appendix – Explanation

Coupons assessable as ordinary income under section 6-5 of the ITAA 1997

31. Section 6-5 includes income according to ordinary concepts (ordinary income) in assessable income. Whether or not a particular amount is income according to ordinary concepts depends on the nature and character of the receipt in the hands of the taxpayer.

32. The Coupons receivable by the Investor are a product of their investment in Units under the Instreet Masti, received fully and finally, periodically and may be relied upon to offset any Finance Cost Payments. Accordingly, the Fixed Coupons and any Final Coupon paid or credited by the Issuer to the Investor are ordinary income, assessable under section 6-5 in the income year in which they are paid or credited to the Investor.

Deductibility of Finance Cost Payments under section 8-1 of the ITAA 1997

33. A loss or outgoing is deductible under section 8-1 if its essential character is that of expenditure that has a sufficient connection with the operations or activities which more directly gain or produce a taxpayer's assessable income, provided that the expenditure is not of a capital, private or domestic nature.

34. The Finance Cost Payments incurred by the Investor in respect of their Units under the Instreet Masti have a sufficient connection with the gaining of assessable income (being the Fixed Coupons and any Final Coupon) to be deductible under section 8-1 and are deductible in full on the basis that the Investor's purpose of investing in the Units is to derive a return from these assessable amounts in excess of their expenditure.

Section 82KL of the ITAA 1936

35. The operation of section 82KL of the ITAA 1936 depends, among other things, on the identification of a certain quantum of 'additional benefits' (as defined in section 82KH of the ITAA 1936). Insufficient additional benefits will be provided to trigger the application of section 82KL of the ITAA 1936. Section 82KL of the ITAA 1936 will not apply to deny the deductions otherwise allowable under section 8-1.

Sections 82KZME and 82KZMF of the ITAA 1936 – prepaid expenditure and 'tax shelter' style arrangements

36. The rules in sections 82KZME and 82KZMF of the ITAA 1936 apply, subject to the exceptions in section 82KZME of the ITAA 1936, where expenditure is incurred in relation to a 'tax shelter' style arrangement for the doing of a thing under an agreement that is not to be wholly done within the expenditure year, and where certain requirements for that agreement are met.

37. A Finance Cost Payment incurred in respect of Units under the Instreet Masti is made in return for the deferral of the payment of the Total Purchase Price until the subsequent Period (or in the case of the final Finance Cost Payment, until the Maturity Date) and is to be taken, for the purposes of Subdivision H of Division 3 of Part III of the ITAA 1936, to be expenditure incurred under an agreement in return for the doing of a thing under the agreement for the Period to which the Finance Cost Payment relates.^[2]

38. For the purposes of section 82KZME of the ITAA 1936, 'agreements' are broadly defined to include an entire scheme of which a contract may form part. Under subsection 82KZME(4) of the ITAA 1936, the relevant agreement is all the contractual arrangements and activities associated with participation in the Instreet Masti.

39. Section 82KZMF of the ITAA 1936 will have application and apportion over the relevant Period each prepaid Finance Cost Payment incurred by the Investor which is allowable as a deduction under section 8-1 where the relevant Finance Cost Payment for the expenditure year is incurred on a date other than 1 July and is not excluded expenditure; and the Investor's allowable deduction in respect of that Finance Cost Payment for the expenditure year exceeds their assessable Coupon in that same year. Each of the other requirements for the agreement under subsection 82KZME(3) of the ITAA 1936 are met and none of the other exceptions contained in subsections 82KZME(5), (8) or (9) of the ITAA 1936 apply to exclude Finance Cost Payments incurred from the operation of section 82KZMF of the ITAA 1936.

40. For each of the 2 years of income during which part of the Period for the Finance Cost Payment occurs, the Investor can deduct an amount using the following formula set out in paragraph 82KZMF(1)(b) of the ITAA 1936:

Application of the capital gains tax provisions to Units under the Instreet Masti

41. Under subsection 108-5(1), a CGT asset is any kind of property or a legal or equitable right that is not property. The rights of an Investor in respect of their Units under the Instreet Masti are legally enforceable rights and therefore, in their totality, a CGT asset according to the definition in subsection 108-5(1).

42. Where the Final Coupon (if any) is paid to the Investor, together with either a payment of the Final Value (under a cash settlement) or delivery of the Final Assets (under a physical settlement), the Investor's ownership of the contractual rights in respect of their Units under the Instreet Masti is discharged or satisfied. This discharge or satisfaction of the contractual rights gives rise to CGT event C2 (paragraph 104-25(1)(b)).

43. The Investor will make a capital gain from this CGT event if the capital proceeds from the ending of the Investor's ownership of the asset are more than the asset's cost base or, alternatively, a capital loss from this CGT event if those capital proceeds are less than the asset's reduced cost base (subsection 104-25(3)).

44. The Investor's capital proceeds from the CGT event will be equal to the Final Value or market value of the Final Assets, as applicable, received on (or shortly after) the Settlement Date (section 116-20).

45. The cost base or reduced cost base of the Investor's rights in respect of their Units under the Instreet Masti includes, as its first element, the Total Purchase Price (subsections 110-25(2) and 110-55(2)).

Subsection 159GP(1) of the ITAA 1936 – a Unit is not a 'security'

46. Under subsection 159GP(1) of the ITAA 1936, a 'security' means:

(a)

stock, a bond, debenture, certificate of entitlement, bill of exchange, promissory note or other security;

(b)

a deposit with a bank or other financial institution;

(c)

a secured or unsecured loan; or

(d)

any other contract, whether or not in writing, under which a person is liable to pay an amount or amounts, whether or not the liability is secured.

47. The Units issued under the Instreet Masti are not considered to have sufficient debt like obligations to be a contract to which paragraph (d) of the definition of security in subsection 159GP(1) of the ITAA 1936 applies, nor do they fall within paragraphs (a), (b) or (c) of that definition. Therefore, such Units do not meet the definition of security under subsection 159GP(1) of the ITAA 1936.

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© AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA

You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).

References

ATO references:
NO 1-19LL46BJ

Business Line:  PW

Legislative References:
ITAA 1936 82KH
ITAA 1936 82KL
ITAA 1936 Pt III Div 3 Subdiv H
ITAA 1936 82KZL(1)
ITAA 1936 82KZME
ITAA 1936 82KZME(3)
ITAA 1936 82KZME(4)
ITAA 1936 82KZME(5)
ITAA 1936 82KZME(8)
ITAA 1936 82KZME(9)
ITAA 1936 82KZMF
ITAA 1936 82KZMF(1)(b)
ITAA 1936 159GP(1)
ITAA 1936 159GP(1)(a)
ITAA 1936 159GP(1)(b)
ITAA 1936 159GP(1)(c)
ITAA 1936 159GP(1)(d)
ITAA 1936 Pt IVA
ITAA 1997 6-5
ITAA 1997 8-1
ITAA 1997 104-25
ITAA 1997 104-25(1)(b)
ITAA 1997 104-25(3)
ITAA 1997 108-5(1)
ITAA 1997 110-25(2)
ITAA 1997 110-55(2)
ITAA 1997 116-20
ITAA 1997 Div 230
ITAA 1997 230-455
SISA 1993