Welsh Developments ACTC Pty Ltd Announces Offering of AUD 142,726,327 Senior Secured Loan Note Offer

MELBOURNE,Australia,Dec. 9,2020 -- This document is issued by Banner Capital Management Limited ACN 600 738 181 AFSL 465404 (Banner) under an arrangement made between Welsh Developments ACTC Pty Ltd ACN 617 269 128 (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

Welsh Developments ACTC Pty Ltd as trustee of the Welsh

Developments ACTC Unit Trust

ACN 617 269 128

Financier/Underwriter and Arranger

Banner Capital Management Limited ACN 600 738 181

The Offer

To subscribe for Loan Notes (Tranches 9-12) on the terms described

in the transaction documents. The general terms of the transaction

documents are set out in this offer document.

Security and Ranking

First Mortgage over property at located at Armstrong Creek,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 existing debt,undertake civil works and

construction on the Security Property

Settlement Date

On or about 22 December 2020

Term

24 month term,involving a commitment to fund in accordance with a

detailed drawdown schedule,subject to satisfaction of certain

conditions precedent and other conditions.

Type of Instrument

Senior Loan Notes

Issue amount

AUD 142,726,327 exclusive of interest and fees.

Interest Rate

Tranche 9 – AUD 117,184,099,12% coupon per annum

Tranche 10 - AUD $13,886,649,14.25% coupon per annum

Tranche 11 - AUD $2,873,474,14.25% coupon per annum

Tranche 12 - AUD $8,782,105,14.25% coupon 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 at 5pm Melbourne time on 17 January2021.

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 manager specialising in actively managed property debt and has provided attractive risk-adjusted returns to its investors since 2012.