Class Ruling CR 2017/57
Date of effect: 1 July 2016

What this ruling is about: 1. This Ruling sets out the Commissioner's opinion on the way in which the relevant provision(s) identified below apply to the defined class of entities, who take part in the scheme to which this Ruling relates. Relevant provision(s) 2. The relevant provisions dealt with in this Ruling are: All legislative references are to the ITAA 1997 unless otherwise indicated. Class of entities 3. The class of entities to which this Ruling applies is the holders of units ( unitholders ) in Charter Hall Direct Industrial Fund ( DIF ); Canning Vale Logistics Trust No.1; 218 Bannister Road Trust; CPOF Kogarah Holding Trust; CHPT Dandenong Trust; Franklin Street Property Trust and LWR Finance Trust who: Qualifications 4. The Commissioner makes this Ruling based on the precise arrangement identified in it. 5. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 8 to 17 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then:

Class of entities or scheme: 3. The class of entities to which this Ruling applies is the holders of units ( unitholders ) in Charter Hall Direct Industrial Fund ( DIF ); Canning Vale Logistics Trust No.1; 218 Bannister Road Trust; CPOF Kogarah Holding Trust; CHPT Dandenong Trust; Franklin Street Property Trust and LWR Finance Trust who: | Qualifications: 4. The Commissioner makes this Ruling based on the precise arrangement identified in it. 5. The class of entities defined in this Ruling may rely on its contents provided the scheme actually carried out is carried out in accordance with the scheme described in paragraphs 8 to 17 of this Ruling. 6. If the scheme actually carried out is materially different from the scheme that is described in this Ruling, then: 7. This Ruling applies from 1 July 2016 to 30 June 2019. However, this Ruling will not apply to taxpayers to the extent that it conflicts with the terms of a settlement of a dispute agreed to before the date of issue of this Ruling (see paragraphs 75 and 76 of Taxation Ruling TR 2006/10). 8. The following description of the scheme is based on information provided by the applicant. The following documents, or relevant parts of them form part of and are to be read with the description: 9. DIF, Canning Vale Logistics Trust No.1, 218 Bannister Road Trust, CPOF Kogarah Holding Trust, CHPT Dandenong Trust, Franklin Street Property Trust and LWR Finance Trust are stapled trusts that presently comprise the Charter Hall Long WALE REIT. For the purposes of this Ruling: 10. Charter Hall Long WALE REIT was formed in consequence of the offer by it of 280.2 million securities in November 2016. In creating the Charter Hall Long WALE REIT: 11. A restructure ( Simplification ) of Charter Hall Long WALE REIT is proposed. The proposal is to transfer the existing investments of the Original Trusts to DIF (or its sub-trust) as the holding trust for Charter Hall Long WALE REIT. The unitholders in the Original Trusts will be issued units in DIF as consideration for the transfer of their existing units to DIF. 12. The reasons for the Simplification are expressed in the Class Ruling application as follows: | Proposed Simplification: 13. In carrying out the Simplification, it is proposed that the following steps be taken: 14. Following the Simplification, all of the P1s and P2s will be extinguished by DIF. Going forward, all new investors will subscribe for stapled units in DIF, Franklin Street Property Trust and the LWR Finance Trust, and all new investments will be made by DIF. | Other facts in this scheme: 15. For the purposes of Ruling 1, Ruling 2, Ruling 4 and Ruling 6, it is taken as facts that: 16. For the purposes of Ruling 2, it is taken as a fact that: 17. For the purposes of Ruling 6, it is taken as facts that for 12 months following the restructure:

Ruling: 18. The conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 will be met in respect of the acquisition of the newly issued units in DIF in consideration for the transfer of the unitholders' units in the Original Trusts, provided that, in respect of the application of section 124-781 : | Ruling 2: Unitholder's cost base where roll-over occurs: 19. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are met in respect of the exchange of units in the Original Trusts for units in DIF, the first element of the unitholders' cost base and reduced cost base of units acquired in DIF will be the same as their cost base in the existing units in the Original Trusts in accordance with the application of Section 124-785 of the ITAA 1997. | Ruling 3: Unitholder's cost base where no roll-over: 20. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are not met in respect of the exchange of units in the Original Trusts for units in DIF, the first element of the unitholders' cost base and reduced cost base of units in DIF will be equal to the market value of the units transferred at the time of the transfer of the units in the Original Trusts in accordance with the application of section 110-25 and section 110-55 (respectively) of the ITAA 1997. | Ruling 4: Time of acquisition where roll-over occurs: 21. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are met in respect of the exchange of units in the Original Trusts for units in DIF, the unitholders will be deemed to have acquired their interests in DIF at the time they acquired their units in the Original Trusts in accordance with the application of subsection 115-30(1) of the ITAA 1997, for the purposes of the various provisions to which subsection 115-30(1) applies. | Ruling 5: Time of acquisition where no roll-over: 22. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are not met in respect of the exchange of units in the Original Trusts for units in DIF, the unitholders will be taken to have acquired their interests in DIF for the purposes of the capital gains tax discount concession at the time the units in DIF were issued to them in accordance with the application of subsection 109-10 of the ITAA 1997. | Ruling 6: Discount capital gains: 23. Subsection 115-50(2) of the ITAA 1997 will apply in respect of unitholders who dispose of their units in DIF within 12 months of the Simplification, thereby preventing the application of section 115-45 of the ITAA 1997, provided that: Commissioner of Taxation 23 August 2017 | Ruling 1: Scrip for scrip roll-over for unitholders: 24. The conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 will be met in respect of the acquisition of the newly issued units in DIF in consideration for the transfer of the unitholders' units in the Original Trusts. 25. In order to be eligible for scrip for scrip roll-over under Subdivision 124-M, the conditions prescribed in section 124-781 must be met, and the exclusions to the application of the roll-over-over provisions in section 124-795 must not apply. 26. The conditions for a scrip for scrip roll-over in section 124-781 are prescribed as follows: 27. The requirements in subsection 124-781(1) have been met in this case. The conditions prescribed under each of the paragraphs and their application to the facts of this case is considered below. | Paragraph 124-781(1)(a): 28. An 'exchange' occurs in this case given that unitholders (the 'original interest holder') exchange their units in the Original Trusts ('the original interest') for units ('replacement interest') in DIF (the 'acquiring entity' and 'replacement entity'). 29. This exchange is proposed to be conducted in accordance with the process outlined in Step 3 of the Simplification whereby the unitholders will transfer their units in each Original Trust to a DIF custodian in consideration for DIF issuing further units to the unitholders. These new units will be issued in proportion to the relative aggregate market value of each Original Trust unit. | Paragraph 124-781(1)(b): 30. Having regard to: for the purposes of paragraph 124-781(1)(b), there are fixed entitlements to all of the income and capital of the Original Trusts and DIF immediately before, during and immediately after the arrangement that is the subject of this Ruling. | Paragraph 124-781(1)(c): 31. ' Arrangement ' is defined in section 995-1 as ' any arrangement, agreement, understanding, promise or undertaking, whether express or implied, and whether or not enforceable (or intended to be enforceable) by legal proceedings. ' 32. Paragraph 11.23 of the Explanatory Memorandum to the New Business Tax System (Miscellaneous) Bill (No. 2) 2000 provides that: 33. The arrangement in this case is the Simplification involving the Original Trusts, DIF, Franklin Street Property Trust and the LWR Finance Trust as outlined in Step 1 to Step 7. The Simplification is a reorganisation of the group of entities which is conceived as a whole and which affects all the above-mentioned entities and their unitholders. Further, the entities are currently stapled. While the Simplification involves the destapling of the entities as a necessary step in facilitating the reorganisation, unitholders retain their interests in Charter Hall Long WALE REIT as a whole throughout the process, and their interests in the remaining entities in Charter Hall Long WALE REIT will be re-stapled under Step 6. Consequently the Simplification outlined in Step 1 to Step 7 cannot be conceived of separately in application to each affected entity, but must be taken as a single arrangement as it applies to all entities in Charter Hall Long WALE REIT and their investors. It follows that with the exception of section 124-784A, the ' arrangement ' for the purposes of Subdivision 124-M is the single proposal contemplated under Step 1 to Step 7 above as it applies to all entities in Charter Hall Long WALE REIT together with their investors. 34. The arrangement satisfies subsection 124-781(2) for the following reasons: | Paragraph 124-781(1)(d): 35. This paragraph requires the conditions in subsection 124-781(3) and subsection 124-781(4) to be satisfied. 36. The conditions in subsection 124-781(3) are satisfied for the following reasons: Exceptions to the application of the roll-over-over provisions 37. Section 124-795 specifies a list of circumstances in which a roll-over-over under Subdivision 124-M is not available. The circumstances in this case do not fall within the scope of any of the listed exclusions in section 124-795 for the following reasons: | Ruling 2: Unitholder's cost base where roll-over-over occurs: 38. To the extent that the conditions for scrip for scrip roll-over-over under Subdivision 124-M of the ITAA 1997 are met in respect of the exchange of units in the Original Trusts for units in DIF, the first element of the unitholders' cost base and reduced cost base of each unit acquired in DIF will be the same as their cost base in the existing units in the Original Trusts in accordance with the application of Section 124-785 of the ITAA 1997. 39. The cost base of units acquired by a unitholder as a result of the exchange described in section 124-781 is determined under section 124-785, which provides as follows: 40. In the present case: the sum of the cost base of the Original Trust units exchanged / the number of DIF units received | Ruling 3: Unitholder's cost base where no roll-over-over: 41. To the extent that the conditions for scrip for scrip roll-over-over under Subdivision 124-M of the ITAA 1997 are not met in respect of the exchange of units in the Original Trusts for units in DIF, the first element of the unitholders' cost base and reduced cost base of the units in DIF will be equal to the market value of the units transferred at the time of the transfer of the units in the Original Trust in accordance with the application of section 110-25 and section 110-55 (respectively) of the ITAA 1997. 42. If the roll-over provisions under Subdivision 124-M do not apply, the transfer of units in the Original Trusts to DIF will result in CGT event A1 happening. CGT event A1 applies where you dispose of a CGT asset: subsection 104-10(1). 43. As consideration for the transfer, the unitholders are issued units in DIF. Units in DIF are ' CGT assets ' under the terms of section 108-5, being ' any kind of property ' as expressed in subsection 108-5(1). See also Note 1 to section 108-5. 44. The first element of the cost base of a unit will be determined under the general cost base provisions and reduced cost base provisions in section 110-25 and section 110-55 respectively. The first element of the reduced cost base of an asset is the same as that for the cost base: subsection 110-55(2). Subsection 110-25(2) provides that the first element of the cost base is the total of the money paid or required to be paid in respect of acquiring the asset, and: 45. In the present case: | Ruling 4: Time of acquisition where roll-over occurs: 46. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are met in respect of the exchange of units in the Original Trusts for units in DIF, the unitholders will be deemed to have acquired their interests in DIF for the purposes of the capital gains tax discount concession at the time they acquired the relevant units in the Original Trust in accordance with the application of subsection 115-30(1) of the ITAA 1997. 47. Subsection 115-30(1) prescribes rules concerning the time of acquisition of certain CGT assets for the purposes of the following provisions in Division 115: 48. Item 2 in the table to subsection 115-30(1) applies to: ( Note: the application of subsection 115-30 as an acquisition rule to replacement asset roll-overs is confirmed in the legislative guide contained in section 109-55: see item 8C). In regard to item 2: 49. If a CGT asset falls within the scope of item 2, the acquirer is treated as having acquired the CGT asset: The original asset in this case is the Original Trust units which were exchanged for the issue of the DIF units. It follows that a unitholder will be taken to have acquired the DIF units at the time they acquired the units in the relevant Original Trusts transferred in exchange. | Ruling 5: Time of acquisition where no roll-over: 50. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are not met in respect of the exchange of units in the Original Trusts for units in DIF, the unitholders will be taken to have acquired their interests in DIF for the purposes of the capital gains tax discount concession at the time the units in DIF were issued to them in accordance with the application of section 109-10 of the ITAA 1997. 51. Section 109-10 prescribes rules for circumstances in which, and the time at which, a CGT asset is acquired otherwise than as a result of a CGT event happening in relation to the asset in question. One such circumstance, specified in item 3 in the table to section 109-10, is where: In such a case, the time of acquisition of the units is: 52. Under the terms of the proposed reorganisation: It follows that, if the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are not met by a unitholder in respect of the exchange of units in the Original Trusts for units in DIF (for example, if the unitholder does not choose to obtain a CGT roll-over under paragraph 124-781(3)(c)), the time at which a unitholder is taken to acquire the units in DIF is the date on which those units are issued to it. This date of acquisition applies also for the purposes of determining the availability of the capital gains discount concession. | Ruling 6: Discount capital gains: 53. Subsection 115-50(2) of the ITAA 1997 will apply in respect of unitholders who dispose of their units in DIF within 12 months of the Simplification thereby preventing the application of section 115-45 of the ITAA 1997. 54. A capital gain arising from a CGT event happening in relation to a unitholder's unit in a trust will not be considered a ' discount capital gain ' if it falls within the scope of section 115-45, which - very broadly speaking - focuses on the trust's ownership of CGT assets acquired less than 12 months prior to the event. 55. Section 115-45 will however not apply if the conditions in subsection 115-50(2) are satisfied. Subsection 115-50(2) provides as follows: 56. On the facts of the present case, and on the assumptions mentioned below, the conditions subsection 115-50(2) will be satisfied for the following reasons: 57. The following is a detailed contents list for this Ruling: © 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). Not previously issued as a draft


Appendix: Ruling 1: Scrip for scrip roll-over for unitholders: 24. The conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 will be met in respect of the acquisition of the newly issued units in DIF in consideration for the transfer of the unitholders' units in the Original Trusts. 25. In order to be eligible for scrip for scrip roll-over under Subdivision 124-M, the conditions prescribed in section 124-781 must be met, and the exclusions to the application of the roll-over-over provisions in section 124-795 must not apply. 26. The conditions for a scrip for scrip roll-over in section 124-781 are prescribed as follows: 27. The requirements in subsection 124-781(1) have been met in this case. The conditions prescribed under each of the paragraphs and their application to the facts of this case is considered below. | Paragraph 124-781(1)(a): 28. An 'exchange' occurs in this case given that unitholders (the 'original interest holder') exchange their units in the Original Trusts ('the original interest') for units ('replacement interest') in DIF (the 'acquiring entity' and 'replacement entity'). 29. This exchange is proposed to be conducted in accordance with the process outlined in Step 3 of the Simplification whereby the unitholders will transfer their units in each Original Trust to a DIF custodian in consideration for DIF issuing further units to the unitholders. These new units will be issued in proportion to the relative aggregate market value of each Original Trust unit. | Paragraph 124-781(1)(b): 30. Having regard to: for the purposes of paragraph 124-781(1)(b), there are fixed entitlements to all of the income and capital of the Original Trusts and DIF immediately before, during and immediately after the arrangement that is the subject of this Ruling. | Paragraph 124-781(1)(c): 31. ' Arrangement ' is defined in section 995-1 as ' any arrangement, agreement, understanding, promise or undertaking, whether express or implied, and whether or not enforceable (or intended to be enforceable) by legal proceedings. ' 32. Paragraph 11.23 of the Explanatory Memorandum to the New Business Tax System (Miscellaneous) Bill (No. 2) 2000 provides that: 33. The arrangement in this case is the Simplification involving the Original Trusts, DIF, Franklin Street Property Trust and the LWR Finance Trust as outlined in Step 1 to Step 7. The Simplification is a reorganisation of the group of entities which is conceived as a whole and which affects all the above-mentioned entities and their unitholders. Further, the entities are currently stapled. While the Simplification involves the destapling of the entities as a necessary step in facilitating the reorganisation, unitholders retain their interests in Charter Hall Long WALE REIT as a whole throughout the process, and their interests in the remaining entities in Charter Hall Long WALE REIT will be re-stapled under Step 6. Consequently the Simplification outlined in Step 1 to Step 7 cannot be conceived of separately in application to each affected entity, but must be taken as a single arrangement as it applies to all entities in Charter Hall Long WALE REIT and their investors. It follows that with the exception of section 124-784A, the ' arrangement ' for the purposes of Subdivision 124-M is the single proposal contemplated under Step 1 to Step 7 above as it applies to all entities in Charter Hall Long WALE REIT together with their investors. 34. The arrangement satisfies subsection 124-781(2) for the following reasons: | Paragraph 124-781(1)(d): 35. This paragraph requires the conditions in subsection 124-781(3) and subsection 124-781(4) to be satisfied. 36. The conditions in subsection 124-781(3) are satisfied for the following reasons: Exceptions to the application of the roll-over-over provisions 37. Section 124-795 specifies a list of circumstances in which a roll-over-over under Subdivision 124-M is not available. The circumstances in this case do not fall within the scope of any of the listed exclusions in section 124-795 for the following reasons: | Ruling 2: Unitholder's cost base where roll-over-over occurs: 38. To the extent that the conditions for scrip for scrip roll-over-over under Subdivision 124-M of the ITAA 1997 are met in respect of the exchange of units in the Original Trusts for units in DIF, the first element of the unitholders' cost base and reduced cost base of each unit acquired in DIF will be the same as their cost base in the existing units in the Original Trusts in accordance with the application of Section 124-785 of the ITAA 1997. 39. The cost base of units acquired by a unitholder as a result of the exchange described in section 124-781 is determined under section 124-785, which provides as follows: 40. In the present case: the sum of the cost base of the Original Trust units exchanged / the number of DIF units received | Ruling 3: Unitholder's cost base where no roll-over-over: 41. To the extent that the conditions for scrip for scrip roll-over-over under Subdivision 124-M of the ITAA 1997 are not met in respect of the exchange of units in the Original Trusts for units in DIF, the first element of the unitholders' cost base and reduced cost base of the units in DIF will be equal to the market value of the units transferred at the time of the transfer of the units in the Original Trust in accordance with the application of section 110-25 and section 110-55 (respectively) of the ITAA 1997. 42. If the roll-over provisions under Subdivision 124-M do not apply, the transfer of units in the Original Trusts to DIF will result in CGT event A1 happening. CGT event A1 applies where you dispose of a CGT asset: subsection 104-10(1). 43. As consideration for the transfer, the unitholders are issued units in DIF. Units in DIF are ' CGT assets ' under the terms of section 108-5, being ' any kind of property ' as expressed in subsection 108-5(1). See also Note 1 to section 108-5. 44. The first element of the cost base of a unit will be determined under the general cost base provisions and reduced cost base provisions in section 110-25 and section 110-55 respectively. The first element of the reduced cost base of an asset is the same as that for the cost base: subsection 110-55(2). Subsection 110-25(2) provides that the first element of the cost base is the total of the money paid or required to be paid in respect of acquiring the asset, and: 45. In the present case: | Ruling 4: Time of acquisition where roll-over occurs: 46. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are met in respect of the exchange of units in the Original Trusts for units in DIF, the unitholders will be deemed to have acquired their interests in DIF for the purposes of the capital gains tax discount concession at the time they acquired the relevant units in the Original Trust in accordance with the application of subsection 115-30(1) of the ITAA 1997. 47. Subsection 115-30(1) prescribes rules concerning the time of acquisition of certain CGT assets for the purposes of the following provisions in Division 115: 48. Item 2 in the table to subsection 115-30(1) applies to: ( Note: the application of subsection 115-30 as an acquisition rule to replacement asset roll-overs is confirmed in the legislative guide contained in section 109-55: see item 8C). In regard to item 2: 49. If a CGT asset falls within the scope of item 2, the acquirer is treated as having acquired the CGT asset: The original asset in this case is the Original Trust units which were exchanged for the issue of the DIF units. It follows that a unitholder will be taken to have acquired the DIF units at the time they acquired the units in the relevant Original Trusts transferred in exchange. | Ruling 5: Time of acquisition where no roll-over: 50. To the extent that the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are not met in respect of the exchange of units in the Original Trusts for units in DIF, the unitholders will be taken to have acquired their interests in DIF for the purposes of the capital gains tax discount concession at the time the units in DIF were issued to them in accordance with the application of section 109-10 of the ITAA 1997. 51. Section 109-10 prescribes rules for circumstances in which, and the time at which, a CGT asset is acquired otherwise than as a result of a CGT event happening in relation to the asset in question. One such circumstance, specified in item 3 in the table to section 109-10, is where: In such a case, the time of acquisition of the units is: 52. Under the terms of the proposed reorganisation: It follows that, if the conditions for scrip for scrip roll-over under Subdivision 124-M of the ITAA 1997 are not met by a unitholder in respect of the exchange of units in the Original Trusts for units in DIF (for example, if the unitholder does not choose to obtain a CGT roll-over under paragraph 124-781(3)(c)), the time at which a unitholder is taken to acquire the units in DIF is the date on which those units are issued to it. This date of acquisition applies also for the purposes of determining the availability of the capital gains discount concession. | Ruling 6: Discount capital gains: 53. Subsection 115-50(2) of the ITAA 1997 will apply in respect of unitholders who dispose of their units in DIF within 12 months of the Simplification thereby preventing the application of section 115-45 of the ITAA 1997. 54. A capital gain arising from a CGT event happening in relation to a unitholder's unit in a trust will not be considered a ' discount capital gain ' if it falls within the scope of section 115-45, which - very broadly speaking - focuses on the trust's ownership of CGT assets acquired less than 12 months prior to the event. 55. Section 115-45 will however not apply if the conditions in subsection 115-50(2) are satisfied. Subsection 115-50(2) provides as follows: 56. On the facts of the present case, and on the assumptions mentioned below, the conditions subsection 115-50(2) will be satisfied for the following reasons:


Summary - what this Ruling is about | NOT LEGALLY BINDING SECTION: | A public ruling is an expression of the Commissioner's opinion about the way in which a relevant provision applies, or would apply, to entities generally or to a class of entities in relation to a particular scheme or a class of schemes. | If you rely on this ruling, the Commissioner must apply the law to you in the way set out in the ruling (unless the Commissioner is satisfied that the ruling is incorrect and disadvantages you, in which case the law may be applied to you in a way that is more favourable for you - provided the Commissioner is not prevented from doing so by a time limit imposed by the law). You will be protected from having to pay any underpaid tax, penalty or interest in respect of the matters covered by this ruling if it turns out that it does not correctly state how the relevant provision applies to you. | '...a key driver of the Simplification is to simplify the group structure in order to enhance investor understanding in respect of the nature of their investment and provide clarity to investors on the key drivers of their investment returns. It is also intended that a simplified group structure will open CLW to the introduction of new investors due to the reduced complexities of the overall investment vehicle. | 3.8 The current structure (which comprises of seven stapled trusts) results in unnecessary duplication of resources in the management and operation of the Original Trusts. CLW is proposing to reorganise the current structure in order to achieve greater simplicity of operations, client communications and management of the assets of the Original Trusts. In turn, this should generate operational cost savings to the unitholders in the form of a reduced Management Expense Ratio ( MER ). In particular, the manager of CLW (i.e. CHC) has identified direct annual cost savings as a result of the Simplification relating to reduced external audit, tax compliance and finance staff costs. | 3.9 The estimated MER saving outlined above will be in perpetuity on a per annum basis. Therefore, the annual savings on MER will effectively be compounded with additional funds available in the Trusts to either return to unitholders or fund further investments'. | Each of the Original Trusts will transfer their investments at market value to DIF in consideration for two promissory notes (P1 & P2). Broadly, the face value of each P2 will equate to the aggregate 'cost base' of the underlying investments. The face value of each P1 will equate to the aggregate net capital gain in respect of the underlying investments. | The units in the Original Trusts, DIF, Franklin Street Property Trust and the LWR Finance Trust are unstapled from one another. | The unitholders will transfer their units in the relevant Original Trust to a DIF custodian in consideration for Charter Hall WALE Limited, as trustee for DIF, issuing units in DIF to the unitholders. These new units will be issued in proportion to the relative aggregate market value of each Original Trust unit. | Each of the Original Trusts will make a distribution to DIF. This distribution will consist of the aggregate net capital gains realised on the transfer of its investments by way of the endorsement and delivery of P1. | DIF will undertake a unit consolidation so that the total number of DIF units on issue and the number of DIF units held by each unitholder is the same as the number of units on issue prior to Step 3. | DIF, Franklin Street Property Trust and the LWR Finance Trust will enter into a new Stapling Deed. | Each of the Original Trusts will be wound-up by redemption of all existing units. DIF, as the sole unitholder in the Original Trusts, will receive as redemption proceeds the respective P2 from each of the Original Trusts as part of the winding-up. | What constitutes a single arrangement is a question of fact. Relevant factors in determining whether what takes place is part of a single arrangement would include, but not be limited to, whether there is more than one offer or transaction, whether aspects of an overall transaction occur contemporaneously, and the intention of the parties in all the circumstances as evidenced by objective facts. | An entity has a significant stake in a trust at a time if the entity, or the entity and the entity's associates between them, had at that time the right to receive 30% or more of any distribution to beneficiaries of the trust of income or capital of the trust. | the market value of any other property you gave, or are required to give, in respect of acquiring it (worked out as at the time of the acquisition). | A CGT asset that the acquirer acquired as a replacement asset for a replacement-asset roll-over-over (other than a roll-over-over covered by paragraph 115-34(1)(c)) | A trustee of a unit trust issues units in the trust to you. | When contract is entered into or, if none, when units issued. | Ruling 5: Time of acquisition where no roll-over1 | Ruling 1: Scrip for scrip roll-over-over for unitholders | Exceptions to the application of the roll-over provisions | Appendix 2 - Detailed contents list


Related rulings: TR 2006/10
Legislative references: ITAA 1936 ITAA 1936 Sch 2F 272-5(3)(b) ITAA 1997 ITAA 1997 104-10 ITAA 1997 104-10(1) ITAA 1997 108-5 ITAA 1997 108-5(1) ITAA 1997 109-10 ITAA 1997 109-55 ITAA 1997 110-25 ITAA 1997 110-25(2) ITAA 1997 110-55 ITAA 1997 110-55(2) ITAA 1997 Div 115 ITAA 1997 112-115 ITAA 1997 115-30 ITAA 1997 115-30(1) ITAA 1997 115-45 ITAA 1997 115-50 ITAA 1997 115-50(4) ITAA 1997 115-50(5) ITAA 1997 115-50(6) ITAA 1997 115-50(7) ITAA 1997 Subdiv 124-M ITAA 1997 124-781 ITAA 1997 124-781(1) ITAA 1997 124-781(1)(a) ITAA 1997 124-781(1)(b) ITAA 1997 124-781(1)(c) ITAA 1997 124-782 ITAA 1997 124-783 ITAA 1997 124-783(1) ITAA 1997 124-783(3) ITAA 1997 124-783(7) ITAA 1997 124-783(10) ITAA 1997 124-785 ITAA 1997 124-785(1) ITAA 1997 124-785(2) ITAA 1997 124-785(3) ITAA 1997 124-785(4) ITAA 1997 124-795 ITAA 1997 124-795(1) ITAA 1997 124-795(2)(a) ITAA 1997 124-795(2)(b) ITAA 1997 124-795(3) ITAA 1997 124-795(4) ITAA 1997 124-810 ITAA 1997 124-810(5) ITAA 1997 995-1
Other references: Explanatory Memorandum to the New Business Tax System (Miscellaneous) Bill (No. 2) 2000