Centennial Property Group Announces Offering of AUD$100Million Senior Secured Loan Note Program
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SYDNEY, Nov. 9, 2020 /PRNewswire/ -- This document is prepared and issued by CPG Financial Services Pty Ltd ACN 162 617 843; AFSL No. 436802 ("CPGFS"). Issues of Loan Notes will be made under an arrangement between the issuer of the Loan Notes, Centennial LN Pty Limited (ACN 645 494 177) ("the Issuer"), and CPGFS for the purposes of section 911A(2)(b) of the Corporations Act (Australia).
The Issuer announced today that it intends to offer, subject to market and other conditions, an AUD$100 million aggregate principal senior secured loan note program (Program) in a private placement. CPGFS, on behalf of the Issuer, seeks expressions of interest from persons who are eligible to acquire Loan Notes (see "Eligibility" below) and whose ordinary business includes the buying and selling of or investing in debt interests of a kind similar to the Loan Notes to participate in the Program.
CPGFS may, from time to time, make proposals to those Investors who have expressed an interest in participating in the Program for the issuance of Loan Notes.
The Issuer will invest the proceeds of calls to be made under the Loan Notes in mortgage secured real estate loans to Australian property investors and developers.
Key Features of the Program
A summary of certain key features of the Program is set out below. This document does not purport to be complete and is qualified in its entirety by, and Investors should read the whole of, the confidential Information Memorandum, the relevant Supplementary Information Memorandum, the Loan Note Subscription Deed and the other Transaction Documents of the relevant Series of Loan Notes to make an informed decision about whether to invest in any Loan Notes.
THE PROGRAM |
A non-underwritten program allowing for the issuance of Loan Notes. |
STRUCTURE AND FORM OF LOAN NOTES |
Secured Loan Notes, governed by Australian law. Except as otherwise agreed, the Notes will be in registered form and will be limited recourse debt obligations of the Issuer. Notes will be debt obligations constituted by, and owing under, the Loan Note Subscription Deed and will take the form of entries in a register. The terms and conditions of the Notes (Conditions) are set out in the transaction documents applicable to the relevant Series. No certificate or other evidence of title will be issued to Noteholders unless the Issuer is required to do so pursuant to any applicable law or regulation. |
THE ISSUER |
Centennial LN Pty Limited (ACN 645 494 177) will be the issuer of the Loan Notes. |
THE OFFER |
An offer to subscribe for Loan Notes, on the terms set out in an Information Memorandum (IM) and Supplementary Information Memorandum (Supplementary IM) which are available on request. The subscription proceeds in each case will be used by the Issuer to invest in debt secured by first mortgages over real estate. Relevant details of each respective investment opportunity will be detailed in a Supplementary IM that will give prospective Investors information to assist them and their professional advisers to decide whether or not to participate in the relevant Facility opportunity. |
THE MANAGER |
CPG Lending Pty Ltd (ACN 618 928 895). |
THE AGENT |
Centennial LN Agent Pty Ltd (ACN 645648111) will be the agent. |
THE SECURITY TRUSTEE |
Centennial LN Security Pty Ltd (ACN 645682604) will be the security trustee. |
PROGRAM LIMIT |
AUD$100,000,000. The Program Limit may be increased by the Issuer from time to time. |
PROGRAM TERM |
10 years from the date of the first issue of Loan Notes. |
STATUS |
Loan Notes are direct, secured, limited recourse obligations of the Issuer. |
SECURITY |
The Noteholders will have the benefit of a security interest over the Issuer's assets granted by the Issuer in favour of the Security Trustee under the General Security Agreement and the Security Trust Deed. The Issuer will lend only against first ranking registered mortgages over the real estate in respect of which the relevant loan is sought. Additional security may also be obtained where considered necessary in the context of the relevant loan proposal. |
ISSUANCE OF LOAN NOTES |
CPGFS will offer Noteholders the opportunity to participate on a Facility by Facility basis. Each specific opportunity will be described in a Supplementary IM that will be issued for each Facility (including interest rate and anticipated term). The Issuer will allocate each Facility to a Series of Loan Notes. For each Facility the Issuer will issue Loan Notes in the relevant Series to participating Noteholders. Noteholders holding a particular Series of Loan Notes will have no exposure to any Facility relating to any other Series of Loan Notes. The number of Loan Notes on offer in respect of a specific Facility will be set out in the Supplementary IM for that Facility. The Issuer may issue fully or partly paid Loan Notes. The issue price for each issue of Loan Notes will be set out in the Supplementary IM for the Facility. |
LIMITED RECOURSE |
All claims against the Issuer in relation to the Loan Notes may, except in limited circumstances, be satisfied only out of the Series Assets for the relevant Loan Notes secured under the General Security Deed and the Security Trust Deed. The Series Assets are not available in any circumstances to meet any obligations of the Issuer in respect of any other Series and if, upon enforcement of the General Security Deed, sufficient funds are not realised to discharge in full the obligations of the Issuer in respect of the Series, no further claims may be made against the Issuer in respect of such obligations and no claims may be made against any assets in respect of any other Series. |
INTEREST RATE |
The interest rate for a Series of Loan Notes, and including whether interest will be capitalised, will be set out in the Supplementary IM for the relevant Series. |
TERM OF LOAN NOTES |
The term for a particular Series will be stated in the Supplementary IM for the relevant Series. |
LIQUIDITY/REDEMPTION |
Noteholders should consider that Facilities are illiquid for the term of the relevant Loan Notes. |
TRANSFER OF LOAN NOTES |
The Issuer may refuse to register a transfer of Loan Notes in accordance with the Conditions. A Supplementary IM may also set out restrictions relating to the transfer of Loan Notes in a Series. Loan Notes will not be listed. |
CO-INVESTMENT |
The Manager and its associates (including funds managed by the Manager and associates) may co-invest in any individual Facility, either through Loan Notes or directly through the relevant Obligor. |
ELIGIBILITY |
Only investors who are Wholesale Clients, investors to whom a disclosure document is not required to be given pursuant to Chapter 6D of the Corporations Act and investors in any other jurisdiction where it would not be unlawful to offer Loan Notes for subscription, are eligible to invest in Loan Notes. Noteholders may be required to provide evidence of their status including a certificate from an accountant. Further details will be set out in the relevant application form. The Issuer may choose to accept, reject or scale back any application at its discretion without providing reasons. |
GOVERNING LAW |
The Loan Notes will be governed by the laws of New South Wales, Australia. |
About Centennial Property Group
The Issuer is managed by CPG Lending Pty Ltd, a wholly owned subsidiary of Centennial Property Group ("CPG"). CPG was established in 2012 as a private family office style property investment group specialising in actively managed property investments, developments and property-backed lending. Since that time it has undertaken transactions with a total value of $1.6 billion and has provided consistently compelling risk adjusted returns to its investors. However, potential investors should note that past performance is not a reliable indicator of future performance and should not be relied upon in making a decision to invest in Loan Notes.
The underlying loan portfolio will comprise loans for property investments and projects with similar characteristics to the property projects in which CPG has invested its Centennial Mortgage Opportunities Fund. The loans will typically be on less conservative lending terms than those offered by banks (constrained by Basel III and regulatory requirements) and thereby achieve an enhanced return for the Investors.
Interested parties should contact Crystal Wang at CPG on +61 407 667 680 or crystalw@centennial.com.au to obtain a copy of the confidential Information Memorandum which has been prepared for the purpose of enabling eligible Investors to understand the key features of the Loan Notes to be issued under the Program.
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