DRC SIM AUSTRALIAN REAL ESTATE DEBT TRUST I ANNOUNCES OFFERING OF AUD 600,000,000 LOAN NOTE OFFER

News provided by

Trimont REA AU Pty Limited

31 Mar, 2023, 11:00 CST

SYDNEY, March 31, 2023 /PRNewswire/ -- Trimont REA AU Pty Limited in its capacity as trustee of DRC SIM Australian Real Estate Debt Trust I (the Issuer) is seeking to raise a total of AUD 600,000,000 in funds by the issue of loan notes, according to an announcement today by the Issuer. The issue comprises progressively drawn notes as detailed below.

The following is a text of the announcement:

Trimont REA AU Pty Limited in its capacity as trustee of DRC SIM Australian Real Estate Debt Trust I (the Issuer) has announced today that the Issuer is seeking to raise AUD 600,000,000 through an offer of a series of debentures (in the form of loan notes) for the purposes set out below. 

Savills Investment Management (Australia) Pty Limited (the Manager) has arranged for the establishment of DRC SIM Australian Real Estate Debt Trust I (the Trust) as its Australian sponsored real estate debt fund.

The Manager will be the manager of the Trust and its assets. The Issuer proposes to issue up to AUD 600,000,000 of loan notes for subscription by investors (the Loan Notes).

The offer is made to investors who are qualified as 'wholesale clients' as defined in the Corporations Act 2001 (Cth). 

This open letter constitutes an offer of the Loan 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 Loan 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). 

KEY FEATURES OF THE OFFER

Issuer/Borrower

Trimont REA AU Pty Limited in its capacity as trustee of the AUT Trust

AUT Trust

The trust constituted by the New South Wales law trust deed constituting the Australian unit trust known as 'DRC SIM Australian Real Estate Debt Trust I'

Manager

Savills Investment Management (Australia) Pty Limited

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 ranking general security agreement (all asset security in respect of the assets of the AUT Trust) from the Issuer.

Purpose

The Issuer will build a portfolio primarily comprising of senior and whole loan debt for the financing of commercial and residential real estate primarily in Australia (but opportunities in other territories in the APAC region (including New Zealand, but excluding mainland China) may also be considered), seeking to generate an enhanced return for the investors.

Term

 9 years, 360 days from first drawdown. However, the Issuer may voluntarily prepay at any time during the term.

Type of Instrument

The Manager expects that the Issuer will predominantly provide whole loans but may also originate high-yield debt with the intention to finance or syndicate a senior portion of the loan to generate returns consistent with the Issuer's investment objective as set by the Manager.

Issue amount

Loan notes of AUD600,000,000

Interest Rate

It is anticipated that investors will earn returns of 6% per annum, net of all fees. The anticipated return is not guaranteed and will ultimately depend on the return (consisting primarily of fees and interests) the Issuer/Borrower makes from the portfolio of loans created by Issuer/Borrower in accordance with the underlying documentation.

Fee

The Issuer will pay (on behalf of the Lenders/Note Holders) a fee to the Manager.  Such fee will be deducted from the relevant investor's interest due under the Loan/Notes.  The fee in relation to any investor will be calculated in accordance with the following table.

Investors' day one commitment

Fee (per annum)

Payable quarterly in arrears, once the Issuer is cash generative

<100 million

100 bps

<150 million

80 bps

<200 million

60 bps

<250 million

50 bps

<350 million

40 bps

≥500 million 

10 bps

Trustee indemnity

Each holder of the Loan Notes will grant an indemnity in favour of the Trustee.

Transferability

No transfer permitted unless assignee/transferee is approved by the Issuer in its absolute discretion.

Governing Law

New South Wales, 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 on 18 April 2023.

Restrictions in certain jurisdictions, including Australia

The distribution of this announcement and the offering and sale of the Loan Notes in certain jurisdictions may be restricted by law. This open letter does not constitute an offer, invitation or solicitation to participate in the offer and be issued Loan 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 who are a 'wholesale client'  as defined in the Corporations Act (Wholesale Client). By accepting the offer, an offeree represents that the offeree is a Wholesale Client. No Loan Notes will be issued or sold in circumstances that would require the giving of a disclosure document under Chapter 6D of the Corporations Act.

This open letter has been prepared without taking account of your objectives, financial situation or needs and you should obtain independent professional financial advice that considers your circumstances before making any financial or investment decisions. There is no cooling off regime that applies in relation to the acquisition of any Loan Notes in Australia.

The Loan Notes referred to in this open letter 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 Loan Notes referred to in this open letter in the United States.

About the Manager

The Manager is part of the Savills IM group. Savills IM is the investment management business of Savills PLC and is a leading real estate investment strategies manager with over 30 years of experience, with 280+ employees across 17 offices worldwide. Savills IM operates across the equity risk and return spectrum and has ca. EUR 26.9 billion of assets under management across its co-mingled funds, separate accounts and strategic partnerships.

In May 2021, Savills IM completed its acquisition of 100% of DRC Savills Investment Management LLP ("DRC SIM"). At that time, DRC SIM became the CRE debt financing arm of Savills IM. As a consequence of the merger, Savills IM is able to take advantage of DRC SIM's expertise in the real estate debt market.

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SOURCE Trimont REA AU Pty Limited