Urbala Development Pty Ltd Announces Offering of Progressively Drawn AUD25,149,315 Senior Secured Loan Notes

MELBOURNE, Australia, June 9, 2021 /PRNewswire/ -- Urbala Development Pty Ltd ACN 606 494 679 (the Issuer) is seeking to raise AUD25,149,315 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 AUD25,149,315 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 A$25,149,315 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 8 June 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)	Urbala Development Pty Ltd ACN 606 494 679
Underwriter and Arranger (Financier)	Banner Capital Management Limited ACN 600 738 181 as trustee of the Banner Wholesale Fixed Interest Income Fund
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 27 Russell Street, Essendon 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)	On or about 8 June 2021
Term	21 months. A minimum interest return of 12 months applies from the Settlement Date.
Type of Instrument	Senior Loan Notes
Issue amount	AUD25,149,315 to be drawn progressively over the Term, pursuant to a detailed drawdown schedule and conditions.
Interest Rate	8.50% per annum on the amount drawn and 2.50% Facility Fee calculated on the Facility Limit (equating to an IRR of circa 14% per annum)
Transferability	The Notes are freely transferable without the consent of the Issuer
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 (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.