Riddle 3 Pty Ltd (and others) announces offer of secured loan notes totaling AU $ 142,651,314, Business News


Melbourne, Australia, November 3, 2021 / PRNewswire / – Riddle 3 Pty Ltd ACN 622 918 370 and others referred to as “the Issuer” in the table below are seeking to raise a total of $ 142,651,314 into funds through the issuance of loan notes, according to an announcement made today by underwriter Banner Capital Management Limited (the Arranger / Subscriber). The show includes fully drawn and progressively drawn notes as detailed below.

Here is the text of the announcement:

Banner Capital Management Limited as arranger and underwriter today announced that the issuer seeks to raise 142,651,314 A $ by way of an offering of two series of Bonds (in the form of Debt Notes) for the purposes set out below.

Loan notes (the Remarks) on issue represent a commitment of up to 142,651,314 A $.

The offer is made to investors who qualify as “wholesale investors” within the meaning of the Corporations Act 2001 (Cth). The underwriter has agreed to initially subscribe to the Notes issued on 25 October 2021 and will guarantee the issuance 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 a exemption from withholding tax on Australian interest.

Financiers and those engaged in the trading of bonds, or the purchase and sale of loan notes or other debt securities and who are interested in subscribing to the notes will be required to provide representations, warranties and usual information on their status, in order to assist the Issuer must demonstrate that it complies with Article 128F of the Income Tax Assessment Act (Cth).



Riddle 3 Pty Ltd ACN 622 918 370

Riddle 6 Pty Ltd ACN 622 918 530

Riddle 7 Pty Ltd ACN 622 918 585

Riddle 9 Pty Ltd ACN 622 918 674

Riddle 10 Pty Ltd ACN 622 918 736

Riddle 12 Pty Ltd ACN 622 918 843

each in their own capacity and as trustee of any relevant trust

Underwriter and arranger


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

The offer

To take out Loans under the conditions detailed in the transaction documents.

Security and filing

  • First mortgage registered on properties as follows:

12 Wohl Court, Riddells Creek VIC 3431;

89 Amess Road, Riddells Creek CIV 3431;

115 Amess Road, Riddells Creek CIV 3431;

69 Wohl Court, Riddells Creek VIC 3431;

1042 Kilmore Road, Riddells Creek CIV 3431;

58 Wohl Court, Riddells Creek CIV 3431.


To refinance existing senior secured debt, to pay accrued interest on a separate senior equity loan, and to pay ongoing planning costs.

Settlement date (subscription date)

25 October 2021


36 months.

Instrument type

Senior Loan Notes

Issue amount

Loan notes of A $ 11,835,413.92 drawn on the first day and A $ 130,815,900 progressively drawn.

Loan to value ratio

Not exceeding 75% of the assessed property value

Interest rate

9% per year accumulated within the facility and compounded monthly


The Notes are freely transferable without the consent of the Issuer

Applicable right

Victoria, Australia

Those wishing to invest will undertake to finance the issuance of Notes under the Facility in accordance with a detailed drawing schedule and subject to certain conditions.

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 April 25, 2023.

For more information please contact Brett Macgillivray at Banner Capital Management Limited – at +61 (3) 9929 6400

Email: [email protected]

Restrictions in some 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 to issue tickets in any jurisdiction where, or to any person or entity to whom, it would be illegal to make any such offer, invitation or solicitation. .

This message is not a prospectus or information document and it has not been filed with the Australian Securities & Investments Commission under Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The Securities offer is only available to domestic and foreign investors qualified as “professional investors” or “sophisticated investors” within the meaning of the Companies Act (Wholesalers Investors). By accepting the offer, a recipient declares that they are a wholesale investor. No Notes will be issued or sold in circumstances which would require the delivery of a disclosure document under Chapter 6D of the Corporations Act.

The notes mentioned in this message have not been and will not 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 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. nationals (as defined in Regulation S under the Securities Act), except by virtue of an exemption or in connection with a transaction not subject to registration requirements of the Securities Act and applicable government securities laws. There will be no public offering of the Securities mentioned in this message in United States.

About the banner

Banner Capital Management Limited is an Australian-based alternative asset manager specializing in actively managed real estate debt and providing attractive risk-adjusted returns to its investors since 2012. It underwrites debt issues of which it is the arranger.


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