Riddle 3 Pty Ltd ACN 622 918 370 and others noted as ‘the Issuer’ in the table below are seeking to raise a total of $10,500,000 in funds by the issue of loan notes, according to an announcement today by the underwriter Banner Capital Management Limited (the Arranger/Underwriter). The issue comprises fully drawn and progressively drawn notes as detailed below.
The following is a text of the announcement:
Banner Capital Management Limited as Arranger and Underwriter has announced today that the Issuer is seeking to raise A$10,500,000 through an offer of debentures (in the form of loan notes) for the purposes set out below.
The loan notes (the Notes) to the issued represent a commitment of up to A$10,500,000 and are fully drawn.
The offer is made to investors who are qualified as ‘wholesale investors’ as defined in the Corporations Act 2001 (Cth). The Underwriter has agreed to initially subscribe for the issued Notes on 25 October 2021.
This open letter constitutes an offer of the Notes for the purposes of the ‘public offer test’ in section 128F(3)(d) of the Income Tax Assessment Act 1936 (Cth), for exemption from Australian interest withholding tax.
Financiers and those in the business of dealing in debentures, or the buying and selling of loan notes or other debt interests and who are interested in subscribing for the Notes will be required to give customary representations, warranties and information about their status, to assist the Issuer to demonstrate compliance with section 128F of the Income Tax Assessment Act (Cth).
KEY FEATURES OF THE OFFER
Issuer Riddle 3 Pty Ltd ACN 622 918 370
Riddle 6 Pty Ltd ACN 622 918 530
Riddle 7 Pty Ltd ACN 622 918 585
Riddle 9 Pty Ltd ACN 622 918 674
Riddle 10 Pty Ltd ACN 622 918 736
Riddle 12 Pty Ltd ACN 622 918 843
Riddle 8 Pty Ltd ACN 623 207 241
each in their own capacity and as
trustee of any relevant trust
Underwriter and Arranger
(Financier) Banner Capital Management Limited
ACN 600 738 181 as trustee of the
Banner Real Estate Fund (Riddells
The Offer To subscribe for Loan Notes on
terms detailed in the transaction
. Second ranking registered
Properties as follows:
12 Wohl Court, Riddells Creek
89 Amess Road, Riddells Creek
115 Amess Road, Riddells Creek
69 Wohl Court, Riddells Creek
1042 Kilmore Road, Riddells
Creek VIC 3431;
58 Wohl Court, Riddells Creek
Security and Ranking . Corporate Guarantee
. General security agreement
over the Issuer.
And such other security as may
Purpose Repayment of existing equity
Settlement Date (date of Underwriting) 25 October 2021
Term 36 months.
Type of Instrument Loan Notes
Issue amount A10,500,000
Interest Rate 6% per annum with an IRR
adjustment to ensure a return of
20% per annum
Profit Share Share of profit entitlement from
all sources (income and fees) are
capped at 50% of profits after
repayment of Issuer equity.
Transferability The Notes are freely transferable
without the consent of the Issuer
Governing Law Victoria, Australia
Those wishing to invest will commit to fund Note issuances under the facility in accordance with a detailed drawdown schedule and subject to certain conditions.
The Issuer reserves the right in its absolute discretion to vary the terms set out above and accept or reject any offer. This offer will expire on 25 April 2022.
For further information please contact Brett Macgillivray at Banner Capital Management Limited – on +61 (3) 9929 6400
Restrictions in certain jurisdictions, including Australia
The distribution of this announcement and the offering and sale of the Notes in certain jurisdictions may be restricted by law. This message does not constitute an offer, invitation or solicitation to participate in the offer and be issued Notes in any jurisdiction where, or to any person or entity to whom, it would be unlawful to make such an offer, invitation or solicitation.
This message is not a prospectus or disclosure document and it has not been lodged with the Australian Securities & Investments Commission under Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The offer of Notes is only available to domestic and foreign investors who are qualified as “professional investors” or “sophisticated investors” as defined under the Corporations Act (Wholesale Investors). By accepting the offer, an offeree represents that the offeree is a Wholesale Investor. No Notes will be issued or sold in circumstances that would require the giving of a disclosure document under Chapter 6D of the Corporations Act.
The Notes referred to in this message have not been nor will they be registered under the US Securities Act of 1933, as amended (Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the Notes referred to in this message in the United States.
Banner Capital Management Limited is an Australian based alternate asset manager specialising in actively managed property debt and has provided attractive risk-adjusted returns to its investors since 2012. It underwrites loan note issuances of which it is the arranger.
SOURCE: Banner Capital Management Limited