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

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: 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.

SOURCE  Banner Asset Management; Banner Capital Management Limited