*Re: Waiting List *We need the waiting list in case anybody has to pull out. Remember, we still have some uncertainty over the Alva street unit - in case the DCC decides to sell it, we'll need to be able to call on induction-ready people at short notice.

However, I agree that people on the waiting list should be kept informed and allowed to withdraw their funds if they wish.

*Re: Private sale on the open market halfway through the build* I _oppose _private sales on the open market at this point in the build for two reasons: 1.  The incoming person will be unable to take part in group activities as a full member 2.  I have no real idea how the sale contract would impact UCOL, the bank loan, and the smooth continuation of building works.

*So, item 1 is fairly easy to address* The seller has to contract part or all of their voting rights in UCOL to the buyer, in such a way that the buyer can participate fully in the group * **Item 2 needs legal advice* For the group to really consider item 2, the private sale contract, I feel we need more information. The way I see it moving forwards is something like this: The seller who wants to do a private sale needs to engage a lawyer, and draw up a legally valid plan for the transfer - keeping in mind item 1, and then bring that plan to UCOL so we can assess it. All the legal costs for this plan be borne by the seller, and it needs to be done within a couple of weeks, so we can inform the incoming buyer(s). UCOL may require changes to the plan to minimise impact on the UCOL's own legal obligations. If UCOL agrees (due to minimal impact on the company), and the buyer agrees, then the private contract will be between the buyer and seller, and UCOL then has interest in this only where it impacts our own Company legal agreements and operating affairs.

Regards Min

On 15/06/2019 10:51 PM, Alex King via Ucol-shareholders wrote:

As you say, if people sell their units after settlement the waiting list is not necessary but it is a handy list of possible buyers.

If someone's circumstances change and they need to pull out through the mechanism in the UCOL agreement, then the waiting list would be used.

However it seems to me that the value of our units has already increased significantly since we signed up for them a year ago, and even if people needed to pull out early they could get a better price by selling on the open market rather than going through the mechanism in the UCOL agreement.

There is still some use to the waiting list.  However I agree that there is now practically zero chance that the waiting list will give buyers any advantage beyond simply an expression of interest.  That probably needs to be communicated to people on the list.

Thanks, Alex King RimuHosting Support

On 15/06/19 8:05 pm, michael.rosemary@xtra.co.nz wrote:

...

Can we continue to have a waiting list where people have to pay to be on it? once the remaining units have sale and purchase agreements against them doesn’t ucol lose the right to decide who can have a unit so therefore it can’t be right to take money?

Eg we have signed a sale and purchase agreement so, subject to our making the final payment, we are the owners of our unit. If we want to sell maybe it would be handy for there to be a waiting list/list of expressions of interest but, as private owners, we can choose our own purchaser.

So paying $5000 would give no one any advantage over anyone else, on the waiting list or not.

Not sure I am making my point too well, sorry, roz

---

Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

---

Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

hi all

please see below from our Ucol legal agreement:

26. ASSIGNMENT 26.1 A party must have written approval of the Group through the Group Decision Making Process before: 26.1.1 assigning, selling or otherwise disposing of any right or obligation under this Agreement;

regards Rainer

I check my emails once a day. Please call me if you need an urgent reply. Rainer Beneke +64 21 144 7700

www.rainerbeneke.nz

On 16/06/2019, at 10:12 AM, mariannequinn@xtra.co.nz mariannequinn@xtra.co.nz wrote:

Hi Alex: I get what you are saying post settlement but is it appropriate to suggest that someone could bypass our legal agreements as signatures to this project to maximize their own gain prior to that time?

We’ve all held the risk around this. I can appreciate that there may be circumstances that compelled a change ahead of time, but would not have thought that simply making a quick gain would fit into that list of circumstances.

Your thoughts?

I believe its in all our interests to have an orderly process through to settlement. Changes to this have implications for the extent of legal support UCOL may require in the coming months and would strengthen my resolve to stay with McMillan.

I presume that this is something that’s been discussed with the Directors as a group. It does need to be clarified with all the shareholders and those who’ve an interest in buying in.

Regards,

Marianne

Marianne Quinn

Level 3, 115 Stuart Street, Dunedin P.O. Box 20, Dunedin 9054 ph +6434773115 or 0211612050

From: Ucol-shareholders ucol-shareholders-bounces@list.king.net.nz On Behalf Of Alex King via Ucol-shareholders Sent: Saturday, 15 June 2019 10:52 PM To: ucol-shareholders@list.king.net.nz Subject: Re: [Ucol-shareholders] waiting list

As you say, if people sell their units after settlement the waiting list is not necessary but it is a handy list of possible buyers. If someone's circumstances change and they need to pull out through the mechanism in the UCOL agreement, then the waiting list would be used. However it seems to me that the value of our units has already increased significantly since we signed up for them a year ago, and even if people needed to pull out early they could get a better price by selling on the open market rather than going through the mechanism in the UCOL agreement. There is still some use to the waiting list. However I agree that there is now practically zero chance that the waiting list will give buyers any advantage beyond simply an expression of interest. That probably needs to be communicated to people on the list. Thanks, Alex King RimuHosting Support On 15/06/19 8:05 pm, michael.rosemary@xtra.co.nz mailto:michael.rosemary@xtra.co.nz wrote:

...

Can we continue to have a waiting list where people have to pay to be on it? once the remaining units have sale and purchase agreements against them doesn’t ucol lose the right to decide who can have a unit so therefore it can’t be right to take money? Eg we have signed a sale and purchase agreement so, subject to our making the final payment, we are the owners of our unit. If we want to sell maybe it would be handy for there to be a waiting list/list of expressions of interest but, as private owners, we can choose our own purchaser. So paying $5000 would give no one any advantage over anyone else, on the waiting list or not. Not sure I am making my point too well, sorry, roz

---

Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz mailto:Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders https://list.king.net.nz/listinfo/ucol-shareholders_______________________________________________

Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

Hi Roz, and all,

The documentation that goes with the waiting list makes it clear that the $5000 is refundable at any point that someone asks to withdraw from the waiting list, or at the completion of the build. If someone on the waiting list has the opportunity to purchase a unit, the $5000 converts into the shareholding.

Because this is clearly stated for anyone who wishes to go on the waiting list, I don't see any problem with continuing with the waiting list at this stage. There is still 18 months (give or take) to go before the period for which it is designed is over. I would not want to dismantle it now and find ourselves in 12 months with a unit that needed to be taken up by someone else.

The waiting list money is held in a separate bank account, and will all be repaid when the build is complete. From that point, buying and selling units will be on the open market (with the cohousing covenant on the title)

Go well, Anne (still in Melbourne till Tuesday night)

Sent from my iPad

On 16/06/2019, at 8:22 AM, michael.rosemary@xtra.co.nz michael.rosemary@xtra.co.nz wrote:

Once again my concern was the $5000 for going on the waiting list. see other emails. However would be very surprised if we didn’t need to change ownership of a unit during the build. And maybe that is what is happening already with Rachel and Geoff and anne?

From: Ucol-shareholders ucol-shareholders-bounces@list.king.net.nz On Behalf Of Rainer Beneke Sent: Sunday, 16 June 2019 10:18 a.m. To: Marianne Quinn mariannequinn@xtra.co.nz Cc: UCOL shareholders ucol-shareholders@list.king.net.nz Subject: Re: [Ucol-shareholders] waiting list

hi all

please see below from our Ucol legal agreement:

26. ASSIGNMENT

26.1 A party must have written approval of the Group through the Group Decision Making Process before: 26.1.1 assigning, selling or otherwise disposing of any right or obligation under this Agreement;

regards Rainer

I check my emails once a day. Please call me if you need an urgent reply. Rainer Beneke +64 21 144 7700

www.rainerbeneke.nz

On 16/06/2019, at 10:12 AM, mariannequinn@xtra.co.nz mariannequinn@xtra.co.nz wrote:

Hi Alex: I get what you are saying post settlement but is it appropriate to suggest that someone could bypass our legal agreements as signatures to this project to maximize their own gain prior to that time?

We’ve all held the risk around this. I can appreciate that there may be circumstances that compelled a change ahead of time, but would not have thought that simply making a quick gain would fit into that list of circumstances.

Your thoughts?

I believe its in all our interests to have an orderly process through to settlement. Changes to this have implications for the extent of legal support UCOL may require in the coming months and would strengthen my resolve to stay with McMillan.

I presume that this is something that’s been discussed with the Directors as a group. It does need to be clarified with all the shareholders and those who’ve an interest in buying in.

Regards,

Marianne

Marianne Quinn

Level 3, 115 Stuart Street, Dunedin P.O. Box 20, Dunedin 9054 ph +6434773115 or 0211612050

From: Ucol-shareholders ucol-shareholders-bounces@list.king.net.nz On Behalf Of Alex King via Ucol-shareholders Sent: Saturday, 15 June 2019 10:52 PM To: ucol-shareholders@list.king.net.nz Subject: Re: [Ucol-shareholders] waiting list

As you say, if people sell their units after settlement the waiting list is not necessary but it is a handy list of possible buyers. If someone's circumstances change and they need to pull out through the mechanism in the UCOL agreement, then the waiting list would be used. However it seems to me that the value of our units has already increased significantly since we signed up for them a year ago, and even if people needed to pull out early they could get a better price by selling on the open market rather than going through the mechanism in the UCOL agreement. There is still some use to the waiting list. However I agree that there is now practically zero chance that the waiting list will give buyers any advantage beyond simply an expression of interest. That probably needs to be communicated to people on the list. Thanks, Alex King RimuHosting Support On 15/06/19 8:05 pm, michael.rosemary@xtra.co.nz wrote: Can we continue to have a waiting list where people have to pay to be on it? once the remaining units have sale and purchase agreements against them doesn’t ucol lose the right to decide who can have a unit so therefore it can’t be right to take money? Eg we have signed a sale and purchase agreement so, subject to our making the final payment, we are the owners of our unit. If we want to sell maybe it would be handy for there to be a waiting list/list of expressions of interest but, as private owners, we can choose our own purchaser. So paying $5000 would give no one any advantage over anyone else, on the waiting list or not. Not sure I am making my point too well, sorry, roz

---

Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders _______________________________________________ Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

<Untitled attachment 00182.txt> _______________________________________________ Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

Thanks alex. Yes two things going on here. the waiting list and the process for selling a unit after all units have sale and purchase agreements in place. Which effectively is a wee while back.

People can read what alex is saying but a couple of points. One is that none of us knows what tomorrow brings and, as alex has pointed out, genuinely interested people who signed up for units because they wanted to be part of cohousing, may wake up tomorrow and find cohousing for them is no longer an option. And over a two year build someone is bound to have a life changing event.

Secondly, last spreadsheet I looked at our original money was still against M2 but our share of the deposit for H2 was down as a loan from wilson. We left the money there but it wasn’t intended as a loan, it was going to go towards M2. So no interest for us on the $60k thanks.

Sometime we do need to discuss the waiting list, maybe when we have nothing else to talk about? And selling units before settlement will happen and we will need to work out then how to handle it. it should work fine with no involvement from ucol. Regds roz

From: Ucol-shareholders ucol-shareholders-bounces@list.king.net.nz On Behalf Of Alex King via Ucol-shareholders Sent: Monday, 17 June 2019 1:41 p.m. To: ucol-shareholders@list.king.net.nz Subject: [Ucol-shareholders] Selling houses and waiting list/ Outside loans

Roz: Is it still OK to charge people $5000 for the waiting list? My opinion is yes, as long as we are clear with people about the nature of the waiting list, that there is little chance a unit will come available.

Min: I would think 1. as you say we could make arrangements for a subsequent buyer to be included in the group. 2. A subsequent buyer would not impact UCOL, the bank or the build at all. Stephen Edge told us he prefers a subsequent agreement rather than the process we are going through now of re-doing the UCOL agreement.

Marianne: It is possible to on-sell our units now, without the approval of UCOL. Whether that is bypassing the legal agreements or appropriate is a matter of opinion and judgment. We talked about people making a quick profit and included the 5% capital gain rule to cover that.

Whether taking the quick buck is appropriate depends on our reasons for joining in the first place. For most of us it's because we want to be in cohousing not to make money. So the possibility of making money is not going to cause us to sell up now. After all most people don't sell their houses whenever the market goes up and there is a potential for a profit, after all we need somewhere to live.

Rainer: 26. ASSIGNMENT... A subsequent sale would not be an assignment of the agreement, hence UCOL's consent is not required.

One thing that concerns me is that people still don't appreciate that any of us could decide to sell up now, and it doesn't need the approval of UCOL nor to sell to someone on the waiting list.

UCOL and the buyers are in the incredibly fortunate position of having a buoyant Dunedin market. Prices have risen 13% in the last year (from https://www.qv.co.nz/property-trends/residential-house-values, March 2018 - March 2019). So a house you signed to buy at $350,000 could now be worth $395,500. That is a good part of the reason we have buyers queuing up to buy the remaining units, we are now potentially selling them at below market rates.

If something were to happen that required us to sell (death, change in family circumstances, illness, decision to make a quick buck), we (or our estate) would have at least 3 options:

1. Sell through the UCOL/waiting list process, which would take maybe 2 months and your money will be refunded in full. Advantage: you are free of any further responsibilities and obligations to UCOL/Kiwibank

2. Sell now, with a settlement date when the build completes. You would sign a contract with a buyer who would pay you a deposit and the balance on settlement. You remain the shareholder, remain in the UCOL agreement, leave your loans with the company and remain liable to Kiwibank for the bank guarantee. You might structure the sale and purchase agreement so the buyer takes on some risk of price escalation. Legal work required is between you and the buyer and does not involve UCOL. Advantage: In return for the hassle and risk involved with staying involved, you stand to make a reasonable gain (less 5% to UCOL on the capital gain.)

3. Sell once the units are finished or nearly finished. Same as above except you don't get a deposit in the mean time and are at the mercy of the market for that time... If the market were to rise again (likely) you could make an even greater gain (less the 5%.)

Now if your circumstances changed and you needed to sell, what would you do? You would likely need the assistance of a lawyer, and any lawyer who did not point out the true value of your property would be a poor one. I don't see much of a reason to sell through the UCOL process. UCOL is actually better off if you sell privately since the extra cost of the unit is borne by the purchaser and the 5% goes to UCOL. And UCOL avoids the extra legal and bank hassle. The only reason for using the UCOL process that I can see, (given we can work out a process for the buyer to participate in group meetings,) is if you want to be free of commitments to UCOL/Kiwibank before the build is complete.

All this is to say, it is unlikely that any further units will be sold through the UCOL/waiting list process unless the Dunedin market falls back to below what it was when we signed up.

Therefore we need to be upfront with people on the waiting list about this.

Regarding outside loans.... I think being uncomfortable with holding on to outside people's money at no interest, we should consider budgeting 5% interest for those loans. Primarily Nancy, but also the Upton family trust. The interest payment would be made after settlement when the company is being wound up, subject to funds available. The money would come from unspent contingency.

Thanks, Alex

On 16/06/19 10:17 am, Rainer Beneke wrote:

hi all

please see below from our Ucol legal agreement:

26. ASSIGNMENT

26.1 A party must have written approval of the Group through the Group Decision Making Process

before:

26.1.1 assigning, selling or otherwise disposing of any right or obligation under this

Agreement;

regards Rainer

I check my emails once a day. Please call me if you need an urgent reply.

Rainer Beneke

+64 21 144 7700

www.rainerbeneke.nz http://www.rainerbeneke.nz

On 16/06/2019, at 10:12 AM, <mariannequinn@xtra.co.nz mailto:mariannequinn@xtra.co.nz > <mariannequinn@xtra.co.nz mailto:mariannequinn@xtra.co.nz > wrote:

Hi Alex: I get what you are saying post settlement but is it appropriate to suggest that someone could bypass our legal agreements as signatures to this project to maximize their own gain prior to that time?

We’ve all held the risk around this. I can appreciate that there may be circumstances that compelled a change ahead of time, but would not have thought that simply making a quick gain would fit into that list of circumstances.

Your thoughts?

I believe its in all our interests to have an orderly process through to settlement. Changes to this have implications for the extent of legal support UCOL may require in the coming months and would strengthen my resolve to stay with McMillan.

I presume that this is something that’s been discussed with the Directors as a group. It does need to be clarified with all the shareholders and those who’ve an interest in buying in.

Regards,

Marianne

Marianne Quinn

Level 3, 115 Stuart Street, Dunedin

P.O. Box 20, Dunedin 9054

ph +6434773115 or 0211612050

From: Ucol-shareholders <ucol-shareholders-bounces@list.king.net.nz mailto:ucol-shareholders-bounces@list.king.net.nz > On Behalf Of Alex King via Ucol-shareholders Sent: Saturday, 15 June 2019 10:52 PM To: ucol-shareholders@list.king.net.nz mailto:ucol-shareholders@list.king.net.nz Subject: Re: [Ucol-shareholders] waiting list

As you say, if people sell their units after settlement the waiting list is not necessary but it is a handy list of possible buyers.

If someone's circumstances change and they need to pull out through the mechanism in the UCOL agreement, then the waiting list would be used.

However it seems to me that the value of our units has already increased significantly since we signed up for them a year ago, and even if people needed to pull out early they could get a better price by selling on the open market rather than going through the mechanism in the UCOL agreement.

There is still some use to the waiting list. However I agree that there is now practically zero chance that the waiting list will give buyers any advantage beyond simply an expression of interest. That probably needs to be communicated to people on the list.

Thanks, Alex King RimuHosting Support

On 15/06/19 8:05 pm, mailto:michael.rosemary@xtra.co.nz michael.rosemary@xtra.co.nz wrote:

Can we continue to have a waiting list where people have to pay to be on it? once the remaining units have sale and purchase agreements against them doesn’t ucol lose the right to decide who can have a unit so therefore it can’t be right to take money?

Eg we have signed a sale and purchase agreement so, subject to our making the final payment, we are the owners of our unit. If we want to sell maybe it would be handy for there to be a waiting list/list of expressions of interest but, as private owners, we can choose our own purchaser.

So paying $5000 would give no one any advantage over anyone else, on the waiting list or not.

Not sure I am making my point too well, sorry, roz

_______________________________________________ Ucol-shareholders mailing list mailto:Ucol-shareholders@list.king.net.nz Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders https://list.king.net.nz/listinfo/ucol-shareholders

_______________________________________________ Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz mailto:Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders

_______________________________________________ Ucol-shareholders mailing list Ucol-shareholders@list.king.net.nz mailto:Ucol-shareholders@list.king.net.nz https://list.king.net.nz/listinfo/ucol-shareholders