UPG 375 PTY LTD ANNOUNCES OFFERING OF AUD 66,000,000 SENIOR SECURED LOAN NOTE OFFER

UPG 375 Pty Ltd ACN 656 115 605 is seeking to raise a total of AUD 66,000,000 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 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 AUD 66,000,000 through an offer of a series of debentures (in the form of loan notes) for the purposes set out below.

The loan notes (the Notes) to the issued represent a loan commitment of up to AUD 66,000,000.

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 26 November 2021 and will underwrite the issue for progressive draws.

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/Borrower UPG 375 Pty Ltd ACN 656 115 605

Financier/Underwriter and Banner Capital Management Limited ACN
Arranger 600 738 181 as trustee of the Banner
Wholesale Fixed Interest Income Fund

The Offer An offer to subscribe for Loan Notes on the
terms described in the transaction documents.
The general terms of the transaction documents
are set out in this Term Sheet.

Security and Ranking General security deed over the Issuer and
Irrevocable Directions in relation to the Sub-
participation Agreement. The sub
participation agreement allows the Issuer to
participate as lender in four facility
agreements and the benefit of the securities
including first and second mortgages over
underlying securities over properties located
at 72 & 88 Pelican Road, Schofields and 311
The Horsley Drive, Fairfield

Purpose The proceeds of the issue of the Loan Notes
will be used by the Issuer to sub-participate
in the existing facility agreements

Settlement Date 26 April 2022

Term 24 months from the settlement date (with no
minimum term)

Type of Instrument Senior Loan Notes

Issue amount AUD 66,000,000 (fully drawn and exclusive of
interest).

Interest Rate 10% coupon per annum, paid monthly in arrears

Transferability The Notes are freely transferable without the
consent of the Issuer

Governing Law New South Wales, Australia

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 15 June 2022.

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.

About Banner

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.

SOURCE: Banner Capital Management Limited