MELBOURNE, May 18, 2021 /PRNewswire/ -- Eastern Wellness Assets Pty Ltd ACN 644 656 057(the Issuer') is seeking to raise $20,905,597 in funds by the issue of loan notes , according to an announcement today by the underwriter Banner Capital Management Limited (the Arranger/Underwriter).
The following is a text of the announcement:
The Arranger has announced today that the Issuer is seeking to raise the amount of $20,905,597 through an offer of debentures (in the form of loan notes) for the purposes set out in the terms below.
The loan notes (the Notes) to the issued by the Issuer represent a commitment of up to AUD20,905,597 and is made to investors who are qualified as 'wholesale investors' as defined in the Corporations Act 2001 (Cth). Banner Capital Management Limited as Underwriter has agreed to initially subscribe for the Notes on or about 17 May 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).
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.
KEY FEATURES OF THE OFFER
Issuer (Borrower) |
Eastern Wellness Assets Pty Ltd ACN 644 656 057 as trustee for the Eastern Wellness Unit Trust |
Underwriter and Arranger (Financier) |
Banner Capital Management Limited ACN 600 738 181 |
The Offer |
To subscribe for Loan Notes on the terms detailed the transaction documents. |
Security and Ranking |
First Registered Mortgage over the property at located at 176 Mount Dandenong Road. Croydon, Victoria, Australia Personal and corporate guarantees General Security Agreement over the Issuer and such other security as may be included |
Purpose |
The proceeds from the issue of the Loan Notes will be used by the Issuer to refinance existing secured debt, pay fees of the offering and to finance construction and related costs of the development. |
Settlement Date (date of Underwriting) |
17 May 2021. |
Term |
A total term of 18-months with a minimum interest return of 12 months applying from the Settlement Date. |
Type of Instrument |
Senior Loan Notes |
Issue amount |
AUD to be drawn progressively over the Term, pursuant to a detailed drawdown schedule and conditions. |
Interest Rate |
8.75% per annum on the amount drawn |
Transferability |
The Notes are freely transferable without the consent of the Issuer. Any Loan Notes subscribed by the Underwriter are transferable. |
Governing Law |
Victoria, 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 (6 months from issue date).
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 that 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 (the 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. It underwrites loan note issuances of which it is the arranger.
