- AUD 20,122,141 Progressively Drawn Loan Note Construction Facility

This document is issued by Banner Capital Management Limited ACN 600 738 181 
AFSL 465404 (Banner) under an arrangement made between Newbridge Townhouse 
Developments Pty Ltd ACN 610 453 604 (Issuer) and Banner.  

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

It is intended that the offer satisfy the terms of section 128F(3)(d) of the 
Income Tax Assessment Act 1936, so that the issue of the loan notes should 
satisfy the "public offer" test in section 128F for exemption from Australian 
interest withholding tax. 

Financiers and those in the business of includes the buying and selling of Loan 
Notes or other debt interests and who are interested in subscribing for Loan 
Notes will be required to give customary representations, warranties and 
information about their status to assist the Borrower to demonstrate compliance 
with section 128F.

KEY FEATURES OF THE OFFER

Issuer/Borrower  	Newbridge Townhouse Developments Pty Ltd as trustee of the 
Newbridge Townhouse developments Unit Trust  ACN 610 453 604

Financier/Underwriter and Arranger	Banner Capital Management Limited ACN 600 
738 181

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	First Mortgage over property at located at Wallan, 
Victoria, Australia (the Security Property)
                        Personal and corporate guarantees
                        General Security Agreements over the Issuer

Purpose	            The proceeds from the issue of the Loan Notes will be used 
by the Borrower to refinance the Security Property and for the construction 
of 71 townhouses on the Security Property

Settlement Date 	On or about 9 December 2020

Term	19 month term, involving a commitment to fund in accordance with a 
detailed drawdown schedule, subject to satisfaction of certain conditions 
precedent and other conditions.  A minimum interest return of 12 months applies.

Type of Instrument	Senior Loan Notes

Issue amount	AUD 20,122,141 exclusive of interest and fees.

Interest Rate 	7.5% coupon per annum, 2.5% Facility Fee plus Exit Fees equating 
to circa 14.5% IRR

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 at 5pm 
Melbourne time on 15 January 2021

For further information please contact Brett Macgillivray at Banner Capital 
Management Limited – on phone number  +61 (03) 9929 6400
Email: enquiries@bannerassetmanagement.com   

Restrictions in certain jurisdictions, including Australia

The distribution of this message and the offering and sale of the 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 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 Loan 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 U.S. 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 and 
funds manager specialising in secured property debt and has provided attractive 
risk-adjusted returns to its investors since 2012.

SOURCE  Banner Asset Management