AUD 44,262,397 Progressive Drawdown Loan Construction Facility

Melbourne, Australia, March 9, 2022 /PRNewswire/ —


This document is issued by Banner Capital Management Limited ACN 600 738 181 AFSL 465404 (Banner) pursuant to an agreement between Almond Lake Pty Ltd ACN 655 803 222 (Transmitter) and Banner.

The Issuer announced today that it intends to offer debentures (in the form of promissory notes) issued under the Facility for the purposes set out in the terms below.

It is intended that the offering will satisfy the requirements of Section 128F(3)(d) of the Income Tax Assessment Act 1936 such that the issuance of the Loan Securities will satisfy the Section 128F “public offer” test for the Australian Interest Exemption. withholding tax.

Financiers and those whose business includes the purchase and sale of Loan Notes or other evidences of indebtedness and who are interested in underwriting Loan Notes will be required to give customary representations, warranties and information about their status. to help the borrower demonstrate compliance with Section 128F.



Almond Lake Pty Ltd ACN 655 803 222

Financier/Underwriter and Arranger

Banner Capital Management Limited ACN 600 738 181

The offer

An offer to subscribe to Loan Notes under the conditions described in the
transaction documents. The general conditions of the transaction
documents are presented in this Term Sheet.

Security and filing

First mortgage on a 136 hectare property located in Yalyalup,
near Busselton, Western Australia (the Security Property)

General surety agreements on the Issuer


The proceeds from the Loan Notes issue will be used by the
the Borrower to acquire the security property and for the subdivision and
civil works for residential lots on security property.

Settlement date

On or around March 6, 2022


Term of 36 months, with a review after 24 months involving a
financing commitment according to a detailed drawing
schedule, subject to satisfaction of certain conditions precedent and
Other terms.

Device type

Senior Debt Notes

Issue amount

AUD 44,262,397 excluding interest and fees. It is expected that
the maximum debt over the term will be $27,600,000.

Interest rate

8% coupon per annum on T1, 6.75% coupon per annum on T2, 2.75%
Service charge on T2 plus exit charge equivalent to approximately 12% IRR.


The Notes are freely negotiable without the consent of the Issuer

Applicable right

Victoria, Australia

The Issuer reserves the right, at its sole discretion, to modify the conditions set out above and to accept or reject any offer. This offer will expire on 5 p.m. melbourne It’s time March 21, 2022.

Restrictions in certain jurisdictions, including Australia

The distribution of this message and the offer and sale of Loan Notes in certain jurisdictions may be restricted by law. This message does not constitute an offer, invitation or solicitation to participate in the Facility and to receive 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 filed with the Australian Securities and Investments Commission under Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The Loan Notes offer is only accessible to national and foreign investors qualified as “professional investors” or “well-informed investors” within the meaning of the Company Law (Wholesale investors). By accepting the offer, a recipient represents that he is a wholesale investor. No Notes will be issued or sold in circumstances which would require the furnishing of a disclosure document under Chapter 6D of the Companies Act.

The Notes mentioned in this message have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any state securities regulatory authority or from another jurisdiction of United States and may not be offered, sold or delivered within United States or to, or on behalf of or for the benefit of U.S. persons (as defined in Regulation S of the Securities Act), except pursuant to an exemption or in connection with 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 Securities referred to in this message in United States.

About the banner

Banner Capital Management Limited is an Australia-based alternative asset manager specializing in actively managed real estate debt that has delivered attractive risk-adjusted returns to its investors since 2012.

SOURCE Banner Capital Management Limited


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