UPG 375 PTY LTD ANNOUNCES OFFERING OF AUD 66,000,000 SECURE LOAN NOTE OFFERING

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MELBOURNE, April 29, 2022 /PRNewswire/ — UPG 375 Pty Ltd ACN 656 115 605 is seeking to raise a total of AUD 66,000,000 in funds through the issuance of loan notes, according to an announcement made today by underwriter Banner Capital Management Limited (the Arranger/Underwriter). The issue includes drawn-as-you-go notes as detailed below.

Here is the ad text:

Banner Capital Management Limited, as arranger and underwriter, today announced that the issuer is seeking to raise AUD 66,000,000 through an offering of a series of debentures (in the form of loan notes ) for the purposes described below.

The loan notes (the Remarks) at issue represents a loan commitment of up to AUD 66,000,000.

The offer is being made to investors who qualify as “wholesale investors” within the meaning of the Companies Act 2001 (Cth). The Underwriter has agreed to initially subscribe for the Notes issued on November 26, 2021 and will underwrite the issue for progressive draws.

This open letter constitutes an offer of Notes for the purposes of the “public offer test” of Section 128F(3)(d) of the Income Tax Assessment Act 1936 (Cth), for exemption from Australian withholding tax on interest.

Financiers and persons engaged in the business of dealing in Debentures or buying and selling Loan Notes or other evidences of indebtedness and wishing to subscribe for the Notes will be required to furnish customary representations, warranties and information as to their status. , in order to assist the Issuer must 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 Arranger

Banner Capital Management Limited ACN 600 738 181 as trustee of Banner Wholesale Fixed Interest Income Fund

The offer

An offer to subscribe to Loan Notes under the conditions described in the transaction documents. The terms and conditions of the transaction documents are set out in this Term Sheet.

Security and filing

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

Goal

Proceeds from the issuance of the Loan Notes will be used by the Issuer to sub-participate in existing facility agreements

Settlement date

April 26, 2022

Term

24 months from settlement date (no minimum term)

Device type

Senior Debt Notes

Issue amount

AUD 66,000,000 (fully drawn and excluding interest).

Interest rate

Coupon of 10% per year, paid monthly in arrears

Transferability

The Securities are freely negotiable without the consent of the Issuer

Applicable right

New South Wales, 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 June 15, 2022.

Restrictions in certain jurisdictions, including Australia

The distribution of this press release and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. This message does not constitute an offer, invitation or solicitation to participate in the offer and to receive Notes in any jurisdiction where, or to any person or entity to which, 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 offering of Bonds is only accessible to domestic and foreign investors who qualify as “professional investors” or “well-informed investors” within the meaning of the Corporations Act (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 Securities referred to in this message have not been and will not be registered under the U.S. Securities Act of 1933, as amended (Securities Law), or any securities regulatory authority in any state or other 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.

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