PrivateInvest Select Mortgage Trust No 3

PrivateInvest Pty Limited

ACN 626 703 026

Authorised Representative Number 001284225

Perth Office 561 Stirling Highway Cottesloe, Western Australia, 6011

Sydney Office 2 Short Street, Double Bay, New South Wales 2028

Postal PO Box 477, Cottesloe, Perth Western Australia 6911

Phone 1300 2 INVEST (1300 2 468 378)

Email corporate@privateinvest.com.au

Web www.privateinvest.com.au

Trustee

PrivateInvest Capital Securities Limited

ACN 611 892 249

Australian Financial Services Licence No 491287

Perth Office 561 Stirling Highway Cottesloe, Western Australia, 6011

Sydney Office 2 Short Street, Double Bay, New South Wales 2028

Postal PO Box 477, Cottesloe, Perth Western Australia 6911

Phone 1300 2 INVEST (1300 2 468 378)

Email corporate@privateinvest.com.au

Investment Manager

PrivateInvest Credit Pty Limited

ACN 625 468 215

Perth Office 561 Stirling Highway Cottesloe, Western Australia, 6011

Sydney Office 2 Short Street, Double Bay, New South Wales 2028

Postal PO Box 477, Cottesloe, Perth Western Australia 6911

Phone 1300 2 INVEST (1300 2 468 378) 1300 4 FUNDING (1300 4 386 346)

Registry Services

Automic Group Pty Ltd

Office Level 5, 126 Phillip Street

Sydney NSW 2000

Phone 1300 288 664

Email hello@automicgroup.com.au

Corporate Trusts Management Legal Advisors

McMahon Clarke

Office Level 7/ 100 Creek Street, Brisbane QLD 4000

Phone + 61 7 3239 2900

Accounting and Taxation Accountants

Pitcher Partners

Office Level 11/ 12-14 The Esplanade, Perth WA 6000

Phone (08) 9322 2022

Important Notice and Disclaimer

This Loan Information Memorandum is dated 23 August 2023 (“the Issue Date”) and is issued by PrivateInvest Capital Securities Limited ACN 611 892 249 (“the Trustee”, “us” or “we”), being the trustee of PrivateInvest Select Mortgage Trust No 3 ABN 18 835 131 544 (“Trust”). This Loan Information Memorandum sets out information about the Trust upon which the recipient of this Loan Information Memorandum (“the Recipient”, “you”) may base a decision as to whether it should investigate a possible investment in the Trust.

The Trustee has appointed PrivateInvest Credit Pty Limited ACN 625 468 215 (“the Investment and Facility Manager”) to act as the investment and facility manager of the Trust.

This Trust is a “wholesale trust” and is not a registered managed investment scheme under the Corporations Act. This Loan Information Memorandum is supplied personally to the Recipient on the following conditions, which are expressly accepted and agreed to by the Recipient, in part consideration of the supply of this Loan Information Memorandum, as evidenced by the Recipient’s retention of this Loan Information Memorandum. If these conditions are not acceptable, then this Loan Information Memorandum is to be returned to the Trustee immediately.

1. No offer to subscribe for an interest in the Trust is made pursuant to this Loan Information Memorandum where the offer would need a regulated disclosure document under Division 2 of Part 7 9 of the Corporations Act. This Loan Information Memorandum is neither a prospectus nor a product disclosure statement regulated under the Corporations Act, nor is it required to be. A copy is not required to be, and has not been, lodged with the Australian Securities and Investments Commission (“ASIC”).

2. This Loan Information Memorandum has been prepared only for the issue to, and use by, prospective Investors who qualify as “Eligible Investors”. An Investor qualifies as an Eligible Investor if they are a “wholesale client” (as defined in section 761G of the Corporations Act) or a person who satisfies the Trustee that they are not a “retail client” within the meaning of the Corporations Act and who otherwise satisfies the Trustee’s investment criteria.

3. This information does not constitute and should not be construed as an offer, invitation, proposal, or recommendation to apply for Units by persons who are not Eligible Investors. Applications or any requests for information from persons who are not Eligible Investors will not be accepted.

4. This Loan Information Memorandum does not purport to contain all the information that may be required to evaluate an investment in the Trust (or would be required if it were a disclosure document regulated under

the Corporations Act). The Recipient and respective advisers should conduct their own independent review, investigation, and analysis of the Trust and of the information contained, or referred to, in this document, before making a decision to invest in the Trust.

5. None of the Trustee, Investment and Facility Manager, nor the tax or legal advisors named in the Directory, nor their directors, officers, employees, agents, advisers or representatives (referred to collectively as “the Beneficiaries”) makes any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained in this Loan Information Memorandum or previously or subsequently provided to the Recipient by any of the Beneficiaries. This includes, without limitation, any historical financial information, forward looking statements, estimates and projections and any other financial information derived therefrom. Nothing contained in this Loan Information Memorandum is, or shall be, relied upon by the Recipient or any other person, as a promise or representation, whether as to the past or the future.

6. None of the advisors (“Advisors”) named in this Loan Information Memorandum has made any statement that is included in this Loan Information Memorandum or any statement on which this Loan Information Memorandum is based. Each of the Advisors:

a. Has not authorised or caused the issue of this Loan Information Memorandum, and makes no representation or warranty, express or implied, as to the fairness, accuracy or completeness of the information contained in this Loan Information Memorandum; and

b. To the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Loan Information Memorandum.

7. Except insofar as liability under any law cannot be excluded, the Beneficiaries shall have no responsibility arising in respect of the information contained in this Loan Information Memorandum or in any other way for errors or omissions (including responsibility to any persons by reason of negligence). The Beneficiaries do not warrant nor represent the accuracy, completeness or currency of, or accept any responsibility for errors or omissions in, any information contained in or omitted from this Loan Information Memorandum (whether oral or written), and disclaim and exclude all liability (to the maximum extent permitted by law) for all losses

and claims arising anywhere out of, or in connection with, any information contained in or omitted from this Loan Information Memorandum (whether oral or written), including by reason of reliance by any person on such information. None of the Beneficiaries take responsibility for any information, statement or representation contained in this Loan Information Memorandum nor any omission from it.

8. Except in certain circumstances (including fraud, negligence or default by the Trustee), the Trustee enters into transactions for the Trust in its capacity as trustee of the Trust only, not in its own capacity, and its liability in relation to those transactions is limited to the relevant assets of the Trust.

9. This Loan Information Memorandum has been prepared as at the Issue Date, and its delivery at any time after the Issue Date does not imply that the information contained in it is accurate, timely or complete at any time subsequent to the Issue Date. The Trustee may in its absolute discretion, but without being under any obligation to do so, update or supplement this Loan Information Memorandum. Any further information will be provided subject to these terms and conditions.

10. The Trustee has not authorised any person to give any information or to make any representation or provide information in connection with the Trust nor any offer that is not contained in this Loan Information Memorandum. Any such information or representation not contained in this document must not be relied upon as having been authorised by or on behalf of the Trustee.

11. The Trustee reserves the right to evaluate any applications for investment in the Trust and is entitled to await receipt of cleared Trusts before deciding to reject any or all applications submitted. The Trustee is not obliged to give reasons for rejecting any application made. The Beneficiaries shall not be liable to compensate the Recipient or any applicant for Units (“Applicant”), for any costs or expenses incurred in reviewing investigating or analysing any information in relation to the Trust, in making an application or otherwise.

12. The Trustee reserves the right to charge an Applicant a dishonour fee (not exceeding the dishonour fee charged to the Trustee) in the event that a cheque on an application is void.

13. The information in this Loan Information Memorandum is provided personally to the Recipient as a matter of interest only. It does not amount to a recommendation either expressly or by implication with respect to any investment in the Trust. This Loan Information Memorandum does not constitute tax or investment advice and does not consider any personal objectives, circumstances, or financial needs of any Investor. Potential Applicants should obtain their own financial advice when considering an investment in the Trust.

14. The content of this Loan Information Memorandum is:

a. Has not authorised or caused the issue of this Loan Information Memorandum, and makes no representation or warranty, express or implied, as to the fairness, accuracy or completeness of the information contained in this Loan Information Memorandum; and

b. Not to be disclosed by a Recipient to any other person or entity, whether an associate or related body corporate of the Recipient, other than an employee or professional adviser to the Recipient and then only for the sole purpose of the Recipient considering and taking advice as to whether it will apply for Units; and

c. Not to be reproduced, either in whole or in any part or parts, without the Trustee’s prior written consent and, if such written consent is given, only for the purposes referred to above.

15. The Offer of Units contained in this Loan Information Memorandum is available to Eligible Investors receiving the Loan Information Memorandum in Australia. This Loan Information Memorandum does not constitute an offer in any place outside of Australia where, or to any person to whom, it would be unlawful to make such an offer. The distribution of the Loan Information Memorandum in jurisdictions outside Australia may be restricted by law and persons who come into possession of the Loan Information Memorandum should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

16. Certain capitalised words and expressions used in this Loan Information Memorandum are defined in the Glossary. All references to dollar amount in this Loan Information Memorandum are to Australian Dollars (“AUD”) and are exclusive of GST, unless otherwise stated.

17. The Trustee is not authorised under the Banking Act 1959 (Cth) and is not supervised by the Australian Prudential Regulation Authority, nor are the investments offered by the Trustee covered by the deposit or protection provision in Section 13A of the Banking Act.

18. All images contained in this Loan Memorandum reflect architect impressions via computer generated images (“CGIs”). Unless otherwise stated, no reliance should be made on the accuracy of these images.

Executive Summary

Executive Summary

PrivateInvest Capital Securities Limited is pleased to offer wholesale and professional investors the opportunity to invest in a first mortgage construction loan located in Whitlam, Canberra.

This Loan Information Memorandum is dated 23 August 2023 (“the Issue Date”) and is issued by PrivateInvest Capital Securities Limited (“PrivateInvest”) ACN 611 892 249 and relates to an investment offer of Units in PrivateInvest Capital Select Mortgage Trust No 3 (“Units”). This Loan Memorandum outlines in more detail the Key Investment Summary that potential investors should read in full.

■ The purpose of the structured Loan is to facilitate the construction of twenty-three townhouses (Project) in a new land release suburb of Canberra (Whitlam) that has strong fundamentals and sales evidence supporting demand.

■ The Sponsors are Nikola Bulum and Ivan Bulum (Sponsors) of Bulum Group (Developer), an experienced Canberra developer (bulumgroup.com.au).

■ The Developer purchased the property in November 2020 for $3 450,000 (incl. GST) and received Development Approval (DA) for the Project in May 2022.

■ MMJ Real Estate (Valuer) has provided a Valuation Report for the property, dated 23 November 2022, providing a Market Value ‘As Is’ of $4,000,000 (ex GST) and a Market Value ‘As If Complete’ of $22,569,091 (ex GST).

■ The Project is known as Acacia (acacia-whitlam.com.au) and 14 out of the 23 townhouses have been pre-sold, providing 74 70% net pre-sale cover of the Facility Limit. The Sponsors intend to continue to sell the remaining nine townhouses during construction.

■ The Loan has a Facility Limit of $15,750,000 which will be progressively drawn over the 18-month term (initial drawdown of $2,600,000 to pay all fees and refinance the Borrower’s current land facility with NAB).

■ The LVR ‘As Is’ at settlement is 65 00% of the ‘As Is’ valuation and the LVR on completion will be 69 79% of the ‘As If Complete’ valuation.

■ The Sponsors have a signed fixed price construction contract with Imagine Building Concepts (IBC) (Builder) (imaginebuilding.com.au), an experienced third-party builder in the Canberra market, specialising in residential and commercial construction.

■ The primary source of repayment is the net proceeds from the settlement of the townhouses upon completion of the Project, which is expected in late 2024. Assuming all 14 pre-sales settle, the Sponsor will need four of the remaining nine townhouses to sell at their market value to repay the Loan Facility.

■ The target return for the investment is 10 00% per annum, post fees and expenses.

■ The Borrower will contribute about $4 74m in cash equity over the course of the development.

■ An Equifax search of the Borrower and Guarantor has been completed with two adverse records against Borrower noted. These are addressed in 4. Key Stakeholders; Borrower and are not considered to impact the creditworthiness of the Borrower.

■ PrivateInvest has undertaken due diligence on the Proposed Development since April 2023 and has since reached credit approval on 30 May 2023

■ The minimum subscription is $100,000 and an Application Form can be provided on request.

We welcome your interest, and potential investment in subscribing for Units in the PrivateInvest Select Mortgage Trust No 3.

Project Image (Acacia)

Project Image (Acacia)

Summary of the Investment

2 Summary of the Investment

Lender PrivateInvest Capital Securities Limited ACN 611 892 249 as trustee for PrivateInvest Select Mortgage Trust No 3 ABN 18 835 131 544 .

Borrower

NB Developments W2 Pty Ltd ACN 644 808 097 in its personal capacity and as trustee for NB Development W2 Trust ABN 68 609 937 782 (Borrower).

Guarantors

Each of the following corporate entities:

■ NB Developments W2 Pty Ltd ACN 644 808 097 in its personal capacity and as trustee for NB Development W2 Trust ABN 68 609 937 782 (Corporate Guarantor).

Each of the following individuals:

■ Nikola (Nik) Bulum (Individual Guarantor) and

■ Ivan Bulum (Individual Guarantor).

Investment Purpose

Investment Amount

Target Return

Investment Term

To refinance the current land financier (NAB) and to provide construction finance for the construction of 23 townhouses.

$15,850,000 inclusive of fees.

Targeted income is 10.00% per annum and after the net of fees, costs and expenses.

18 months from the first Utilisation under the Facility (14 July 2023), minimum term of 12 months from the first Utilisation under the Facility.

Minimum Investment Amount

Distributions

The minimum subscription is $100,000, although the Trustee may accept lesser amounts in its absolute discretion.

The Interest Rate to the Borrower is capitalised and all unpaid interest will be paid by the Borrower on completion of the Loan. This means Investor distributions will also be paid on completion of the Loan, allowing time for external accounting and taxation verification for windup of the Trust.

Withdrawals

An investment in PrivateInvest Select Mortgage Trust No 3 Units is an illiquid investment. Investors will not be able to withdraw their investment in PrivateInvest Select Mortgage Trust No 3 Units until the Loan has been fully repaid.

Issue of Units

PrivateInvest Select Mortgage Trust No 3 Units will be issued to Investors after satisfactory Application by the Investor and approved by the Trustee.

Loan Purpose and Details

Loan Purpose and Details

Sources and Uses of Funds

Interest Rate

An Interest Rate of 6 00% per annum applies to all amounts outstanding under the Facility (including, without limitation, all drawings, capitalised interest, fees, costs, and expenses).

Line Fee

A Line Fee of 4 00% per annum applies to the Facility Limit. The Line Fee is calculated from the date of first Utilisation under the Facility and is capitalised monthly in arrears.

Default Interest Rate Interest rate plus 6 00% per annum.

Loan to Value Ratio (LVR)

Description of Mortgage Security

69 79%.

LVR Covenant of 70 00%.

The Borrower has granted a real property mortgage over the property described as Block 1, Section 43, Whitlam ACT 2611 (being the Secured Property) in favour of PrivateInvest Capital Securities Limited as trustee for PrivateInvest Select Mortgage Trust No 3 (Secured Party) (Mortgage).

The Mortgage takes priority over all other Security Interests over the Mortgaged Property other than any Security Interest mandatorily preferred by law or a Security Interest which is expressly permitted to have priority over the Security under the terms of the Finance Document.

Additional Security General Security Agreement

The Grantor (in its personal and trustee capacities) will provide a General Security Agreement (GSA) in favour of the Secured Party. The GSA creates:

■ a PPSA Security Interest in the Personal Property of the Grantor, the Personal Property being:

■ all of the present and after-acquired (and other future) personal property of the Grantor (but excluding interests in personal property to which PPSA does not apply);

■ all Trust Property which is personal property (but excluding interests in personal property to which PPSA does not apply);

■ to the extent PPSA applies to it, the Trustee’s Indemnity and the Trustee’s Lien; and a charge over all the Grantor’s interest in the Other Property, that being all of the present and after-acquired (and other future) undertaking, assets, rights and interest of the Grantor, including:

■ all real and personal property, things in action, goodwill, uncalled and called but unpaid capital wherever located other than Personal Property;

■ all the Trust Property of the Trust which is not Personal Property; and

■ to the extent PPSA does not apply to it, the Trustee’s Indemnity and the Trustee’s Lien.

■ The parties intend that the GSA is to have priority over all other Security Interests given by the Grantor other than any Security Interest mandatorily preferred by law.

■ Intercreditor deed between the first and second mortgagors.

Personal Guarantees

Nik Bulum and Ivan Bulum (Individual Guarantors) will provide a limited guarantee and indemnity in favour of the Secured Party under the Facility Agreement.

The Individual Guarantors’ liability extends to the whole of the Secured Moneys and any other applicable recoverable costs from the Loan.

The standard Know Your Client (KYC) checks have been undertaken and an Accountants statement has been obtained stating there is no outstanding ATO liabilities by the Individual Guarantee.

Primary Loan Repayment Sale of Completed Stock

The Primary Loan Repayment will be via the Borrower selling the completed stock upon completion of construction and registration of titles. Currently, there is $11 76m (ex GST and net of sales commissions) in pre-sales, providing 74.70% debt cover. The remaining unsold stock is mostly the three-bedroom townhouse stock, which is expected to attract owner-occupier purchasers who are less inclined to purchase off-the-plan. Should no further pre-sales occur and all current pre-sales settle, there would be $3 98m in debt unpaid with $10 30m in residual stock (ex GST and net of sales commissions) providing a residual LVR of about 38 68%. At this level of debt, the Borrower could refinance with a residual stock loan or sell the remaining stock at a discount to extinguish the remaining debt.

Valuation

A Valuation Report dated 22 November 2022 was completed by MMJ Real Estate using both a direct comparison and hypothetical development analysis methodology. Asummary of the Valuation metrics is as follows:

■ Market Value ‘As Is’

$4,000,000 (ex GST)

■ Market Value ‘As If Complete’ (Property B)

$22,569,091 (ex GST)

The Valuation Report is now greater than 90 days old and hence cannot be assigned to PrivateInvest for First Mortgage Purposes. Due to there being 14 out 23 townhouses pre-sold there is relatively high confidence of the ‘market accepted rate’ for the completed stock within this development and hence the age of the Valuation Report is less significant. In addition, the Valuer has provided six comparable townhouse developments (at the time of writing none were completed) in and around Whitlam which provide evidence of a competitive and ‘demand heavy’ residential market. Two developments were sold out while another two had over 90% of stock pre-sold.

The following tables outline these comparable townhouse developments and their relevant pre-sale coverage:

Comparable Sales Range – ‘As If Complete’

The above mentioned comparable sales provided a sales range of the following:

■ two-bedroom townhouses ranging in size from 81m2 to 115m2 demonstrating a price range from $500,000 to $800,000 and a sale rate of $5,643/m2 to $8,608/m2 of living area;

■ Three-bedroom townhouses ranging in size from 101m2 to 145m2 demonstrating a price range from $599,950 to $980,000 and a sale rate of $5,543/m2 to $7,234/m2 of living area;

■ Four-bedroom townhouses ranging in size from 168m2 to 193m2 demonstrating a price range from $979,000 to $1,268,000 and a sale rate of $5,596/m2 to $7,557/m2 of living area;

The Valuer has adopted the following values for the Project:

■ Nine two-bedroom townhouses 98m2 in size with a price range from $790,000 to $810,000 and a sale rate of $8,061/m2 to 8,265/m2;

■ Noting seven out nine are pre-sold at this price.

■ Five two-bedroom plus studio townhouses ranging in size from 123m2 to 135m2 with a price range from $899,000 to $990,000 and a sale rate of $7,250/m2 to $7,333/m2 of living area;

■ Noting these are fully pre-sold at this price.

■ Seven three-bedroom plus studio townhouses ranging in size from 176m2 to 206m2 with a price range from $1,320,000 to $1,450,000 and a sale rate of $7,039/m2 to $7,670/m2 of living area;

■ Noting one out of seven is pre-sold at $7,670/m2.

■ Two four-bedroom townhouses 190m2 in size priced at $1,510,00 and a sale rate of $7,947/m2 of living area;

■ Noting one out of two are pre-sold at this price.

*Note all figures include GST

The following tables outline the price guide, the pre-sold stock, and the unsold stock.

Key Stakeholders

Key Stakeholders

Developer

Bulum Group is a successful, longstanding investor and developer with about 50 years’ experience in the market. They retain a large investment portfolio (residential and commercial) and are active developers.

Besides a large number of residential investment and commercial investment properties, they have development sites at various stages of approval and construction. Properties are held in various legal entities.

Traditionally specialising in the lower to middle market, over the last nine years they have also completed more up-scale projects.

Bulum Group have delivered property projects totalling more than $2 billion across the Canberra residential and commercial property sectors.

Sponsors

The beneficial owners of Bulum Group are Ivan and Maria Bulum, who have net assets in excess of $90m. Income is derived from the Developer’s rental roll as well as development profits.

Their son Nik Bulum has taken the directorship of most entities within Bulum Group. Nik continues to become more involved in the core business, often handling sales for developments, particularly those in Braddon area, choosing not to outsource. In addition to this, he also contributes to development designs in collaboration with architects and has done so for a number of developments including ‘Ori’, ‘Yamaroshi’, ‘Palko’, ‘Nibu’ and Branx’ along with the upcoming ‘Smokebush Terrace’ (Braddon Bowling Club).

Borrower

The Borrowing entity is NB Developments W2 Pty Ltd ACN 644 808 097 in its personal capacity and as trustee for NB Development W2 Trust ABN 68 609 937 782.

Nik Bulum (individual guarantor) is the sole Director of the Borrower and BT Gov Pty Ltd is the sole shareholder of the Borrower (Nik is one of BT Gov Pty Ltd’s three directors).

An Equifax search of the company showed two adverse records. Nik is not a director of either of these entities anymore. PrivateInvest has received a letter from the liquidator of one company that went into administration, confirming that the company was solvent and paid all of its debts. A second company had a payment default in 2018 related to an unpaid utility bill that a business partner had in the company name.

It is also noted that Bulum Group has significant funding from NAB, which provides a level of comfort around the Sponsors’ credit worthiness.

Guarantors

Each of the following corporate entities:

■ NB Developments W2 Pty Ltd ACN 644 808 097 in its personal capacity and as trustee for NB Development W2 Trust ABN 68 609 937 782 (Corporate Guarantor).

Each of the following individuals:

■ Nikola (Nik) Bulum (Individual Guarantor) and

■ Ivan Bulum (Individual Guarantor).

(Each an Individual Guarantor and together the Individual Guarantors).

The corporate entity is a special purpose vehicle that has been created for the Project and hence has no other assets or liabilities.

The Sponsors hold a large portfolio of properties in various entities, as summarised below. The properties predominantly comprise completed stock in their previous developments are about 90% funded by NAB, with some funding from Arch Finance and Latrobe. The Sponsors hold limited assets in their individual names (Nik has net assets of about $5 20m and Ivan has net assets of about $0 10m).

The Developer and Sponsor’s total net assets is estimated as follows:

Builder

The Builder is Imagine Building Concepts, a Canberra based builder specialising in residential and commercial construction. IBC hold two Class A Building Licenses, one under their company name and the other via Managing Director Tim Staines.

In FY22, IBC reported revenue of $18 90m and gross profit of $3 36m at a 17 78% gross profit margin. NPAT was $0 50m and the builder has net equity of $1.38m.

IBC’s current projects are:

■ 23 townhouse site in Whitlam (the Project), starting May 2023.

■ 40 townhouse site in Whitlam, starting August 2023.

Marketing

The Project is being marketed by Canberra based real estate agents, VERV Property (www.vervproperty.com). Nik Bulum is friends with Director, Jason Roses, and the Project is being sold by Alysia Walsh. The sales commission structure is 0% upfront and 1.80% plus GST at settlement. The 14 pre-sales took place between May 2022 and December 2022. The available stock is still listed for sale, however, they are not actively marketing at the moment.

The marketing strategy will likely be to withdraw the Project from the market and re-launch a new sales campaign once construction is well progressed.

Quantity Surveyor (QS)

The QS for the Project is Adre de Waal at De Waal Advisory (www.dewaal. net.au). Adre is an experienced QS in Canberra with experience in a variety of developments that include health, aged care, commercial, educational, and residential developments. He has worked as a QS on residential projects up to 300 apartments.

Valuer

The Valuers for the Property are Phil Green and Rachel Clark at MMJ Real Estate. Phil has 30 years of Canberra property experience and prior to joining MMJ in 2013, Phil was head of the Valuation & Advisory Division at JLL Canberra. Rachel started her valuation career at MMJ Canberra in 2018 MMJ was established in 1960 and is a boutique real estate company with nine offices around Australia.

Architect The Project was designed by Canberra based architects, Oztal Architects (www.oztal.com.au).

Secured Property

Secured Property

Security Property

The property located Block 1, Section 43, Whitlam ACT 2611

Whitlam Whitlam is a new land release suburb positioned 9km west from Canberra CBD and 5km south-west from Belconnen. Land in Whitlam has been released in four stages over four years with the first residents to Whitlam having moved in this year:

■ Stage 1: early 2020

■ Stage 2: late 2020 to early 2021 (including large central neighbourhood park)

■ Stage 3: 2022 (including land for a future government school and local centre)

■ Stage 4: early 2023

Future schools will be built in Whitlam which include an early childhood education centre and primary school, open by the 2026 school year. The Evelyn Scott School, a state-of-the-art public education facility located in Denman Prospect (5km south of the Site) opened in 2021 providing preschool and primary education. Future land is being set aside for a new ACT Government college and high school within Molonglo Valley.

Whitlam has been designed with playgrounds, bike paths and deciduous tree-filled streets making the suburb attractive to families of all ages and ensuring it carefully merges with the surrounding Molonglo River and nature walks. The main playground is located at the hilltop in central Whitlam and has views of the Brindabella Ranges.

Once complete, Whitlam will be home to around 5,000 people in approximately 2,100 homes. There are also several playgrounds and plenty of green spaces. Calvary Hospital is less than 5km away. Location and topography provide views of not only the Brindabella Ranges but also towards Black Mountain Tower and the National Arboretum.

Whitlam’s local government area of Molonglo Valley has experienced a 149 8% increase in population from the 2016 Census and is currently 11,435 (2021), making up just 2 50% of the total ACT population. In the five years from 2022-2027, the ACT Government has planned the release of 3,760 residential dwellings (1,618 single dwelling and 2,142 multi-unit) and a further 30,000m2 of mixed-use and commercial land and 162,000m2 of community and non-urban land. The Molonglo Valley’s planned residential land release will make up 23% of the ACT’s total new residential land during this period.

Zoning: The Security Property is zoned RZ3: Urban Residential Zone under the Territory Plan 2008 of the Environment, Planning and Sustainable Development Directorate.

The Security Property is for the purpose of multi-unit housing limited to not less than 14 and not more than 23 dwellings, per the Crown Lease.

Change Over of Builders

The objectives of this zoning are to provide: residential areas supply of low rise and predominantly medium density dwellings, access to public transport services, a wide range of affordable and sustainable housing choices, a high standard of residential amenity, opportunities for homebased employment, good solar access, energy efficiency, sustainable water, and promote active living and active travel.

Flood Status: The Valuer has completed a search of the ACT Flood Maps which show that the Security Property is not flood affected.

The construction contract was previously with PBS Building but due to their insolvency event, the replacement builder, Imagine Building Concepts Pty Ltd (IBC), was appointed and commenced works on or about 18 May 2023. De Waal Advisory offers the following financial reconciliation of the two contract figures for consideration.

Financial Reconciliation Contract Figure excl GST

Environmental Concerns: The Valuer has undertaken a search of the EPA website which has indicated that the Security Property does not appear on the register.

Contract with PBS $12,859,113

Heritage: N/A

Contract with Imagine Building Concepts $11,672,314

Variance $1,186,799

Financier funding for construction works, excluding contingency $12,950,666

Estimate of cost to complete being Imagine Building Concepts contract $11,672,314

Funds Available Against Construction Funding $1,278,352

Bushfire: The Valuer notes that the Security Property is located within a Bushfire Prone Area. Upon reviewing the ACT Government Geospatial Data Catalogue (Bushfire Prone Areas) it is evident that the development in which the Security Property is being developed now displays a pocket of non-bushfire prone area. As Whitlam continues to be developed, it is expected that this non-bushfire prone area will continue to expand.

Development Approval: 202139749/S144B – approved 5 April 2022

The variance between the two building contracts of $1.18m is attributable to two factors. Firstly, the IBC figure excludes works that have already been completed which we discuss in the next section. Secondly, some of that amount could be to some extent explained by the difference in pricing methodology between the builders or their appetite for work, however, this is likely to be negligible amount in the scheme of the larger project.

Condition to the Development Approval include:

■ Development must be started within three years (works have begun);

In De Waal Advisory’s view, the IBC contract represents the estimate of cost to complete the works, and the difference between the construction funding and the CTC should be available for drawdown for the benefit of the Borrower. A separate progress drawdown report will be generated for this purpose.

Current Project Progress

■ Development must be finished within three years from the commencement date (expected to be completed in less than 15 months from the first Utilisation under the Facility (14 July 2023), per QS);

■ Require written approval from Icon Water to commence building work (civil engineering drawings have received Entity approval from Icon Water);

The photographs below show the site as at 18 May 2023. The bulk excavation and fill on the site is substantially complete; completed by PBS IBC were preparing to clean the site after recent rains and the surveyors were on site setting out the external corners of the townhouses for drainage works and footings to commence.

B0304 1.43 Whitlam Acacia, Townhouse Development

Table 2 – Contract Financial Reconciliation

The Project

The Project

Proposed Project Mix

The Project, known as ‘Acacia’, is a proposed development consisting of two separate buildings comprising 23 residential townhouses, conforming with he planning criteria as set out in the Crown Lease. The townhouses are a mix of two, three and four bedrooms with associated parking, separated by a shared driveway and landscaping. The townhouses are three levels with lower ground garage, ground/first level living and studio, and second floor bedrooms.

The ACT Territory Plan (image below) provides a succinct view of planning design for Whitlam and how the Project will fit into the planning scheme. The Security Property (Block 1, Section 43) has a light pink colour code, defining it as RZ3 Urban Residential where the medium density townhouses will be located in Whitlam. It is within walking distance to sections 69, 70, 71, which are designated as “Future Urban Areas”; reserved for community focused and amenity providing developments. It also gains the benefit of being adjacent to Section 40 which will is reserved as Urban Open Space. Finally, the yellow coloured sections depict the lower density residential developments, while the limited red coloured sections define where the high density residential developments will be located.

ACT Territory Plan (Whitlam)

Early Works

The Security Property has been cut and levelled into three tiers and the Builder has commenced on site.

Project Mix and Pre-sales

■ The Project has achieved 14 out of 23 townhouse sales with gross presales of $13.02m, which is 53.29% of the forecast revenue.

■ Current net pre-sales provide 74 70% debt cover.

■ The 14 pre-sales have been certified by Trinity Law (trinitylaw.com. au). Trinity Law is a Canberra based law firm specifically focused on property, commercial, and construction legal work.

■ Three of the pre-sales are to investors, whilst 11 of the pre-sales are to owner occupiers.

■ The value of the stock is between $7,039-$8,265/m2, which is in line with comparable Canberra townhouse sales.

■ Contracts are exchanged on 5% deposits (10% at risk), which is market standard in the ACT.

Construction

■ The construction contract was previously with PBS Building (PBS) but due to their insolvency event, the replacement builder, IBC was appointed and commenced works in May 2023

■ The Developer has entered into a fixed price contract for the Project with IBC for $11.67m plus GST. In addition, the QS has also certified that PBS Building completed $1 28m of work, meaning the total construction cost for the Project is $12 95m, as shown in the Project feasibility. This is broadly in line with the prior building contract with PBS Building of $12 86m.

■ Based on the $12 95m total construction cost, the construction cost is about $563,000 per townhouse and about $3,300 per square metre of gross floor area, which is within market ranges for construction costs of Canberra townhouses.

■ The QS estimated construction period is 15 months, completing in August 2024, compared to the Builder’s construction program of 14 months. This provides buffer from the proposed Loan Term of 18 months.

Funding

■ PrivateInvest’s Facility Limit of $15 75m is funding to a 69 79% LVR and 74.85% loan to cost ratio.

■ The Sponsors will have about $5.29m of equity invested in the Project ($4 74m cash, c.$0 55m uplift).

Project Feasibility

■ The Project feasibility is on the final page of this paper. The development margin is low at 5%, primary due to the finance costs. The net profit after finance costs is $1 04m. The Developer will also recover their $5 29m of equity invested in the Project.

Sensitivity

■ If no further pre-sales are procured and all 14 townhouses currently pre-sold settle, the Loan will be repaid to $3 98m at settlement, secured by residual stock valued at $10.30m (net of GST and sales commissions), representing a residual LVR of 38 68%.

■ The residual stock would need to be sold at a price of about $490,000 (incl. GST) per townhouse or about $2,900/m2 to repay the residual debt. Alternatively, four of the nine available townhouses would need to be sold at valuation prices to fully repay the Loan.

Construction

7 Construction

Construction Program

The Project is reviewed by the QS.

The QS describes the construction to include “substantial earthworks, retaining structures and internal roads and hydraulic, electrical, and other services, designed by Oztal Architects”. To respond to the characteristics of the Security Property, the townhouses will be split across three levels.

There is a $1 18m variance between PBS and IBC’s building contracts due to IBC excluding costs for works already completed. The QS estimates that IBC’s contract represents the estimate of the cost to complete the Project. It is noted that the Developer has spent more than the $1.18m variance, with the total cost to date equalling $1.27m.

The works previously completed by PBS including bulk excavation and was described as “substantially complete”.

The following Cash Flow Forecast Table adopts the QS’s s-curve drawdown profile over 15 months as opposed to IBC’s cash flow which assumes a 14 -month construction term; described by the QS as “a little generous in the early stages”. Additional contingency is assumed within the Loan Facility given it is an 18-month term. Construction has commenced, all equity has been spent by the Borrower and PrivateInvest has commenced construction drawdowns.

Note:

■ The Funding Table (in Sources and Uses) has been calculated on the basis that each of the above construction draws include the additional 5% contingency.

■ The forecast excludes the $1 28m in equity already spent on works completed to date which have been confirmed by the QS.

■ The 5% allowance for contingency on the abovementioned equity spent is included as additional contingency buffer in month 15

■ All required Borrower equity will be utilised prior to the commencement of debt construction drawdowns.

Risk Register

Market / Sales Risk (Medium)

The Project has limited market risk given that 14 out of 23 townhouses are pre-sold and the residual LVR (net of GST) on the proposed facility will be 38 68%.

However, it is anticipated that settlement risk may increase as interest rates increase and it becomes more difficult for purchasers to obtain finance on completion.

The two-bedroom townhouses have been well received by the market (12 out of 14 sold) and have been transacted at the upper end of the comparable range due to the proposed premium finishes and larger floor plans.

The three-bedroom townhouses have not sold as well to date (1 out of 7 sold) and this is likely due to their higher price point.

The following factors mitigate the risk of achieving sale of the threebedroom stock:

■ The sales and marketing program will be relaunched after construction has progressed.

■ Premium stock at higher price points will likely sell better once construction has commenced or completed as buyers can see the end product.

■ There is additional contingency within the facility term that will allow for completed stock to be marketed on completion should it not have sold during construction.

■ If all pre-sales settle, the available stock would need to be sold at a price of about $490,000 (incl. GST) per townhouse or about $2,900/m2 to repay the residual debt.

The registration date (otherwise known as sunset date) for the contracts of sale are 30 December 2024, which is about five months after the forecast date for practical completion. The pre-sale contracts also contain an extension provision which allows the Developer to extend the registration date if events occur beyond the Developer’s reasonable control which prevent registration of the unit plan by the registration date.

Construction and Delivery Risk (Medium)

The capability of IBC has been outlined in this paper and PrivateInvest believes that the Builder is capable of completing its obligations under the contract.

Building companies in Australia are generally experiencing difficult trading conditions given their exposure to fixed price construction contracts and the increasing cost of building products, which subcontractors are passing through to builders.

PrivateInvest has reviewed the Builder’s financials, which show that in FY22 Imagine Building had an 18% gross profit margin, which is considered to be strong in the industry. In FY22 they were profitable, which indicates that they were not building unprofitable projects. IBC also carries a low level of gearing.

The Builder also has a relatively limited list of current projects. This is viewed favourable as it reduces the number of projects where they could experience cost overruns.

The build price is c.$563,000 per townhouse or c.$3,300/m2 of Gross Floor Area (GFA), which is regarded as appropriate. Based on the Riders Digest 2023, a building cost publication published by Rider Levett Bucknall, the construction cost of townhouses in Canberra is between $1,940/m2-$4,650/ m2 of GFA.

It is considered likely that a replacement builder could be found at a similar price if necessary given there are multiple builders in the Canberra construction market, the construction of townhouses is relatively simple for built form development, and the construction price is considered in line with current market pricing.

Additional risk mitigants include:

1. De Waal Advisory initial QS report.

■ The QS has provided a construction term of 15 months with the Loan Term proposed as 18 months, providing considerable buffer; and

■ The QS has confirmed the IBC construction contract figure.

2. The feasibility has appropriate contingencies (5% of contract value), in line with industry standards.

3. The bulk earthworks of the Security Property is ‘substantially complete’.

4. The Builder has completed similar projects.

5. Relatively simple nature of the build, it is unlikely that there will be other cost or process pressures affecting the builder.

In addition to the project contingency, there is construction retention of 5% to be held by the Lender.

Market / Sales Risk (Medium)

The majority of stock in Whitlam is two and three-bedroom townhouses, for which the market has a strong appetite; it is common for townhouse developments in Whitlam to be about 50-75% pre-sold prior to construction commencing. Whilst the Project’s townhouses are at the smaller end of comparable townhouses, they are also cheaper, and it is anticipated that the market will have demand for these lower price point townhouses.

This Project also includes one-bedroom apartments and affordable apartments. This stock is largely untested in the Whitlam market, however, there are some comparable sales in neighbouring Denham Prospect. The target buyers for this stock will be owner occupiers with limited borrowing capacity or investors looking for higher yielding investment properties. As borrowing capacity has reduced with higher interest rates, demand for lower cost dwellings may also increase. Overall, the market / sales risk to obtain pre-sales prior to construction refinance (exit strategy) is assessed as Medium.

Sponsor Risk (Medium)

■ Bulum Group has a strong track record of successful developments with a portfolio of properties that deliver recurring income and personal guarantees from Ivan Bulum and Nik Bulum.

■ Ivan Bulum has had some negative press regarding a former development (“Elara”) of which was in the press in 2018 (http://www. abc.net.au/news/2018-02-28/cracked-empire-ivan-bulum-canberradeveloper-elara/9425510).

■ In summary, the Developer undertook a development known as Elara in 2007. They engaged a third-party builder known as Ruiz Constructions who encountered some financial hardship during the job and Bulum Group had to put their building company (B&T Constructions) as the nominee building company on the contracts.

■ Post completion there were many defects which primarily centered around poor waterproofing of balconies which caused extensive damage in the building. B&T Constructions had to take responsibility for the work and negotiated with the body corporate, almost agreeing to a remediation program at a cost of $2m when the body corporate engaged an external consultant who assessed the level of damage at $19 5m, despite the building contract to build the development originally was only $13 5m. They then sued B&T Constructions for $19 5m, so Bulum wound up the company to avoid this liability.

■ This project was in 2007 and the Developer now uses third party builders. In recent years their track record is good, completing many developments and having the support of the major banks.

■ Considering this history, recent track record, and that the Developer has the support of banks and local builders, the Sponsor Risk is assessed as medium.

ACT Overview

Indicative Land Release Program (ILRP)

Each year the ACT Government prepares an ILRP to accompany the ACT Budget. The ILRP sets out the Government’s intended land releases of residential, mixed use, commercial, community, and non-urban land. The ILRP plays a strategic role in catering for the ACT’s population growth, building a compact, liveable city, attracting investment in the ACT land market and strengthening the economic advantage in the ACT region.

The intention of the ILRP is to be a sustainable, competitive, and equitable program which manages the supply needs of the region.

It intends to:

■ Deliver housing diversity and affordable housing choice

■ Balance a sustainable supply of land with forecast demand to maintain an inventory of land in the planning, development, and building pipeline

■ Contribute to building a compact and efficient city and supporting sustainable growth by working towards 70% of new housing within the existing urban footprint

■ Support the development of a sustainable and resilient city in the landscape by promoting the efficient use of land and being responsive to change

■ Support a sustainable and competitive land development and construction industry to create jobs for Canberrans and attract investment into Canberra and

■ Achieve satisfactory returns to the Territory Budget.

Leasehold

The ownership of land in the ACT is similar to freehold for residential, however, properties have a 99-year leasehold title. During the term of the lease, the registered proprietor is granted the exclusive right of use and enjoyment of the land. Towards the end of the 99-year period, the ACT will grant a new residential 99-year lease and charge an administrative fee. Where a leaseholder receives permission from the Government to vary their lease to enable new or additional development, a Lease Variation Charge is applied.

Affordable Housing

A key component of the ACT’s Affordable Housing Action Plan is the requirement for new estates and developments on sites released by the Government to include Affordable Housing. These purchasers are able to exchange contract on the greater of 1% of the purchase price or $5,000 and the scheme sets a price threshold for Affordable Housing. This Project has an Affordable Housing requirement of ten dwellings.

The ACT Government Affordable Housing Action Plan Thresholds are indexed annually. The current thresholds are shown below and Keggins intends to meet the Affordable Housing requirement for the Properties by building five Affordable Apartments of 55m2 (Property A) and 49m2 (Property B) each at a sale price of $345,007 each.

Loan Assessment and Management

Loan Assessment and Management

Legal Documentation Fees

Loan Conditions

Precedent

Due diligence on the Loan was completed by PrivateInvest and the Loan settled on 14 July 2023

The below is a summary list, but not limited to, the Conditions Precedent to settlement with most already satisfied.

a. Originals of each Finance Document properly executed, stamped and registered, where applicable;

b. Satisfactory legal, commercial and property due diligence, including appropriate environment and Material Documents review;

c. Evidence that each Obligor has obtained all Authorisations which are required to enable that Obligor to enter into and perform its obligations under the Finance Documents to which it is expressed to be a party;

d. Evidence that each Security Interest under the GSA and each other Security (other than a Property Mortgage) has been registered under the PPSA and with each other Government Agency with which registration is required (free from all prior Security Interests and third party rights and interests and each other Security (including each Property Mortgage) has been or will be registered (free from all prior Security Interests and third party rights and interests);

e. Company constitution of the Borrower;

f. Current “As Is” and “As If Complete” market valuation of the Security Property, net of GST, for first mortgage security purposes, by an independent valuation firm and dated not more than 90 days prior to the date of the Finance Documents;

g. All documents and other evidence requested pursuant to the Lender’s AML / “know your customer” requirements;

h. Group Ownership/ Borrowing Structure diagram;

i. Builder capability statement and financials;

j. Marketing plan for the proposed product (including projected sales per month, budget, and schedule of fixtures and fittings);

k. Completed Quantity Surveyor report with respect to the Construction Contract and proposed development;

l. The Borrower is to provide evidence of 14 qualifying pre-sale contracts to the value of $13,016,000 (incl. GST) or greater. A qualifying pre-sale contract is one which:

a. is exchanged and executed as a non-arm’s length transaction;

b. is unconditional and not subject to finance;

c. has a 5% cash deposit paid to the nominated trust account; and

d. any other conditions the Lender reasonably requires.

m. Executed Construction Contract including:

a. Progress payments to be Quantity Surveyor certified on a cost to complete basis; and

b. Retention amount of 5% per progress claim.

n. Discharges of all existing encumbrances in relation to the Security Property and the Obligors;

o. In respect of the Borrower, three years of certified financial statements, tax returns and ATO portal running statements;

p. Review of insurance certificates of currency and policies from insurers approved by the Lender. The Lender is to be noted as mortgagee or interested party on all relevant policies; and

q. Any other conditions precedent that the Lender requires; and

r. Final Legal Opinion from the Lender’s counsel.

Lawyers for Loan Documentation HWL Ebsworth Level 5, HWL Ebsworth Building, 6 National Circuit, Barton ACT 2600

Loan Fees and Costs

11 Loan Fees and Costs

The below fees and costs identify those paid by the Trust for the management of the Loan and those paid by the Borrower for valuing, sourcing, originating, arranging, and administering the Loan documentation.

These fees and costs are in addition to the fees, costs, and expenses disclosed in the Loan Information Memorandum which are payable out of the assets and the Trust referable to Units (including PrivateInvest Select Mortgage Trust No 3 Units on a proportionate basis).

All fees and costs quoted exclude GST unless otherwise indicated.

Investment and Facility Management / Agent Fee

Investment and Facility Management fee will be charged in respect of each class of units, payable from the assets of the trust referable to those units.

The Investment and Facility Manager is entitled to a fee of 1 95% per annum of the total drawn Loan facility for PrivateInvest Select Mortgage Trust No 3

The fee is accrued monthly and paid one month in arrears.

Trustee Fee

The Trustee is entitled to charge a fee of 0 25% per annum of the drawn loan balance payable monthly in arrears, subject to a minimum payment of $6,000 per month, throughout the term of the Loan.

Other Trust Costs

Establishment of Unit Trust, legal costs, accounting and audit, production the Loan Information Memorandum, promotional, capital raising and wind-up costs.

Loan Establishment Fee

2 00% of the Facility amount plus GST.

Paid by the Borrower to the Investment and Facility Manager at Financial Close.

Legal Costs, Valuation, and Stamp Duty

Paid by the Borrower.

Taxation

Taxation

For Investors, there are tax implications associated with investing and receiving income from the Trust.

The following provides a summary of the general tax considerations for Australian resident Investors. This summary is based on the income tax law as at the date of this Loan Information Memorandum. However, income tax laws and their interpretation are subject to change and changes may have consequences for investors.

TAXATION – INVESTORS SEEK OWN ADVICE

Each Investor must take full and sole responsibility for the associated taxation implications arising from an investment in the Trust including any change in the taxation implications arising during the term of their investment. It is recommended that Investors obtain their own professional and independent taxation advice before investing in the Trust.

INCOME TAX TREATMENT OF THE TRUST

As a Unit Trust, the Trust will effectively be treated as a flow-through vehicle for income tax purposes provided that the Trust distributes all of its income to the Trust’s Investors on an annual basis. The Trustee should therefore not pay Australian income tax on the taxable income derived by the Trust. This is on the condition that the Trust will not be taxed as a company under the public trading trust provisions.

INCOME TAX TREATMENT OF INVESTORS

Provided that the Trust is treated as a flowthrough vehicle, Investors will be assessed on the taxable income derived by the Trust, based on their proportionate share of the annual income of the Trust that is distributed to them in that year. The Trust’s Investors will be required to include their share of taxable income in their tax return.

ACCRUALS TAXATION

It is possible that the Trust may derive assessable interest income on accrued interest prior to those amounts being received by the Trust or distributed to Investors. Accordingly, an Investor may be taxable on interest income of the Trust prior to receiving a distribution.

ANNUAL REPORTING

The Trustee will be required to provide distribution information (including tax components) to the ATO on an annual basis by lodging the Annual Investment Income Report. The Trustee will provide annual tax distribution statements in accordance with the ATO’s guidelines for managed investment trusts. The tax distribution statement will reconcile the cash distribution with the taxable distribution for the income year.

TAX FILE NUMBER (TFN) AND AUSTRALIAN BUSINESS NUMBER (ABN)

It is not compulsory for Investors to provide their TFN or ABN and it is not an offence if you decline to provide them. However, unless an exemption applies, if an Investor does not provide their TFN or ABN tax will be deducted from income distributions at the highest personal marginal tax rate plus the Medicare Levy (and any other levies which may be required to be withheld from distributions from time to time).

The TFN, ABN or an appropriate exemption can be provide on the application form when making an investment in the Fund. The collection of TFNs is authorised and their use is strictly regulated by taxation and privacy laws.

GOODS AND SERVICES TAX (GST)

Unless stated otherwise, the fees and other costs set out in this Loan Information Memorandum are exclusive of GST.

FOREIGN INCOME AND FOREIGN TAX CREDITS

Australian residents are required to include in their assessable income any share of any foreign income received by the Trust which forms part of the Trust’s net income. Investors will normally be entitled to a tax offset or credit in relation to any foreign taxes paid in respect of foreign sourced income received by the Trust and distributed to them.

NON-RESIDENT INVESTORS

Where an Investor is a not an Australian resident (or provides details to the Trust that indicate that they are residing outside of Australia for tax purposes), the Trustee will be required to withhold tax on distributions.

The rate of withholding tax will depend on whether the income derived by the Trust is treated as interest:

■ Where the amount is treated as interest (or in the nature of interest), the Trustee will be required to withhold 10% from the amount of the distribution. This amount will constitute a final tax. Non-resident investors may also be subject to tax in the country of their residence, but may be entitled to a credit for Australian withholding tax paid.

■ Where the amount is not treated as interest, the Trustee will be required to withhold tax at the marginal rate applicable to the Investor. This will constitute a non-final withholding tax. Non-resident investors will be required to lodge an Australian income tax return, and will receive a credit for the tax withheld.

Investment Risks

13 Investment Risks

Before applying for an investment, you should consider whether the Trust, and the Loan, is suitable for you given your investment objectives. An investment in the loan through the Trust should be considered a short-term investment.

All investments involve risk and there are many factors that can impact on the performance of an investment. Many risk factors fall outside the Trustee and Investment and Facility Investment Manager’s control and cannot be completely mitigated.

In general, the risks associated with the Loan provided by the Trust relate to the risk of nonpayment of interest or recovery of capital on maturity of the Loan. These two factors are intimately linked with the success or failure of the property development project, which may be impacted by the risk factors listed below.

PROPERTY MARKET AND OTHER PROPERTY RELATED RISKS

An investment in the Trust comes with risks associated with lending against property. These include, but are not limited to:

■ A downturn in the value of the properties and in the property market in general, which can be caused or exacerbated by many factors, including for example: restrictions on the availability of credit both locally and globally;

■ A downturn in the economy (at either a local or global level, or both, such as for example: the events commonly referred to as the “global financial crisis” or the events caused by the COVID-19 pandemic);

■ Amendments to laws and/or government policy having a detrimental effect on the Trust or the property development project; and

■ The value of the properties could go down, depending on factors such as market conditions and when properties are sold and

there is always a risk that they cannot be sold for a price sufficient to repay advances made by the trust.

DEVELOPMENT AND CONSTRUCTION RISKS

There are numerous risks associated with property development projects which can impact on the Borrower’s ability to meet payments of principal or interest owed to the Fund in relation to the Loan.

These include, but are not limited to:

■ An unexpected escalation in construction costs for a project;

■ Delays caused by contractors, unions, government planning agencies or other parties;

■ Defaults by purchasers or tenants;

■ The inability to sell or refinance property on completion; and

■ Inability to achieve the anticipated sales prices and meet the development and construction expenses in the independent valuation.

The Investment and Facility Manager has considerable experience in managing development and construction risks to which the Trust is exposed.

BORROWER RISK

There is a possibility that the Borrower may experience financial difficulties (which may or may not be related to the project or property being financed) or be placed under administration. Under these circumstances, there is a possibility that the Trust may not receive interest owed on the Loan, or full repayment of the Loan principal. The Investment and Facility Manager has significant experience in mitigating this risk by lending to credible developers with a solid and proven track record of delivery.

BORROWER FINANCING RATE RISK

There is a risk that unfavourable movements in interest rates may increase any financing expense borne by the development project. This in turn may contribute to any losses incurred, which will increase the likelihood of the Borrower being unable to meet interest expenses or repay principal on the Trust.

TAX AND STAMP DUTY RISK

Changes to tax law and policy (including for example, any changes in relation to how income of the Trust is taxed, or in relation to the deductibility of expenses, or changes to stamp duty law) might adversely impact either the Trust, or the Borrower and project to which the Trust lends. Investors should obtain independent tax advice in respect of an investment in the Trust, however, it is not possible to predict future changes to tax law or policy.

INSURANCE RISK

Various factors might influence the cost of maintaining insurance over the property or development project, or the extent of cover available. Increased insurance costs, or limits on cover, can have a negative impact on the performance of a development project, which, in turn, may negatively impact on the ability of the Borrower to repay the Loan principal.

ENFORCEMENT RISK

Where the Investment and Facility Manager takes enforcement action in respect of any default by the Borrower, the costs incurred by the Investment and Facility Manager in doing so could be substantial.

The Investment and Facility Manager may use its own resources to pay for those enforcement costs (such as the costs of appointing a receiver, legal fees in enforcing against the Borrower, agent’s commissions for sale of any secured property etc.). It may also produce a third party to underwrite the enforcement expenses. The Investment and Facility or third party will have the right to recover these costs from the proceeds received from the enforcement action before any payments are made to the applicable

Investors. This will most likely lead to a reduction in distributions paid to the Investors and, depending on whether the enforcement costs can ultimately be repaid out of the proceeds from the sale of any secured property, may result in the Investors suffering a loss.

It is also possible that the trustee will undertake a further capital raising to raise the capital required to pay for the expenses associated with enforcement. There is therefore a risk that Investors may be requested to contribute further capital to Trust enforcement costs. It is highly likely that any such future capital raising will be undertaken at a price less than the original issue price for the relevant Units and may therefore dilute the proportional holdings in the Units of those Investors that decide not to contribute further capital.

DOCUMENTATION RISK

A deficiency in the legal documentation relating to the Loan could, in certain circumstances, adversely affect the return on that Loan. This may make it difficult for the Trust to enforce any security it holds (e.g. first mortgage) in respect of the arrangement and may also affect the ability to recover any penalties imposed against the Borrower. To mitigate against this risk, the Investment and facility Manager will employ experienced lawyers who specialise in the area of banking and finance law for property transactions.

WITHDRAWAL OF INVESTMENT

An investment in the PrivateInvest Select Mortgage Trust No 3 is an illiquid investment. Investors will not be able to withdraw their investment in the PrivateInvest Select Mortgage Trust No 3 until the Loan has been fully and finally repaid. You should only consider an investment in the PrivateInvest Select Mortgage Trust No 3 if you are not likely to require access to your investment in the short term.

About PrivateInvest

About PrivateInvest

PrivateInvest specialist investment finance team has decades of property experience in structuring first and second mortgage debt and preferential equity at leading investment firms and institutions. The company is exceptionally placed to identify, assess, and work with qualified borrowers seeking finance for a range of development, construction, and other property projects across Australia. Borrowers have direct access to decision makers and support networks at all stages of their property projects – this sets PrivateInvest apart from larger banks and financial institutions.

The Trustee Board of Directors, technical management team and Investment Review Committee are well placed to identify the right loan opportunities and assess the credit risk profiles – providing oversight of the risk management frameworks and execution strategies.

Through the experience of the team, its focus on transparency, oversight, collaboration, and governance, PrivateInvest has established an investment fund management company that is big enough and small enough to deliver property investment and finance producing quality investment returns and be a property capital partner to the property sector.

BIG ENOUGH. SMALL ENOUGH

PrivateInvest is an Investment Fund Manager + Private Capital Partner to the Australian commercial property sector. Unlike traditional banks, we only finance projects in the property industry and with a broader range of structured property finance. We combine the best of large and small-sized financial service providers to offer investors and borrowers an investment offering similar to larger institutional financial houses, but small enough that we can keep an active eagle eye over all of our property transactions.

INVESTMENT FUND MANAGER + CAPITAL PARTNER TO THE PROPERTY SECTOR

At PrivateInvest we offer wholesale and sophisticated investors the choice of four income Funds’ which provide investors a range of income returns, income distribution frequency and liquidity. Our investors have received above industry average risk adjusted returns across all Funds, with no loss of capital or impairment in our history. We have established repeat business with our borrowers which are offered a range of structured finance solutions to meet the requirements of their project financing needs.

NATIONAL FOOTPRINT AND DIVERSIFICATION

We are big enough to have an Australian national portfolio of investment and finance providing investors and borrowers diversification by asset type, class, market location and entry timing but small enough that we have a very “hands on” approach to the business. PrivateInvest lends against property residual stock, development and construction, and site finance.

TIME IS MONEY

We are big enough to have the PrivateInvest Wholesale Funding Line which benefits our investors by lowering the risk that our Funds have excess cash reserves which dilute investment returns, while the PrivateInvest Wholesale Funding Line allows borrowers the confidence to sign finance offers that are not subject to capital raising. We are still small enough that borrowers can talk direct to the credit decision makers which improves approval times.

HIGHLY EXPERIENCED TEAM

We know property. Our specialist finance team has decades of property experience in structuring equity and debt for property transactions at leading investment firms and institutions. The combined experience extends across banking, direct development, construction, valuation and credit analysis. We are exceptionally placed to identify, assess, and work with qualified borrowers seeking finance for a range of development property projects across Australia.

GOVERNANCE AND REPORTING

Our Trustee Board has Independent Directors overseeing our highly skilled management team with additional oversight from our Investment Review Committee. PrivateInvest’s flexible risk assessment model is bolstered by our robust internal and external controls that oversee all aspects of the business including external independence, risk analysis and mitigation, regulatory compliance and backed up by institutional grade investor reporting.

The PrivateInvest Group Key Persons

Mark Roberts

GROUP EXECUTIVE CHAIRMAN, FOUNDING MANAGING DIRECTOR

Mark brings over 30 years’ property experience to PrivateInvest and its clients in both the public and private sectors.

His real estate experience includes corporate and property finance, funds management, asset management, investment management, and large-scale commercial property development.

Mark founded PrivateInvest over a decade ago, taking a measured approach to its evolution as it grew. Four years ago, Mark identified the opportunity to move into the non-bank lending sector, one of Australia’s fastest growing asset sectors which PrivateInvest has now become a genuine alternative finance solution to underserviced lenders in the commercial property market. Since that time, PrivateInvest has grown providing a range of tailored financial solutions to qualified borrowers in the real estate sector and supporting a range of significant projects and developments across Australia.

Mark has directed and executed a number of significant transactions in the finance, property and securities industries including listing an ASX entity as a major shareholder and as Managing Director. This entity became Australia’s largest in its sector, managing 5,600 rental retirement units and providing asset, facilities, tenancy, and funds management services to institutional, wholesale and retail owners.

The Roberts family private investment entity has also undertaken direct developments in the industrial, commercial, retail, hospitality and healthcare sectors.

Mark is based in Perth, Western Australia.

Leon Boyatzis

DIRECTOR, HEAD OF FUNDS MANAGEMENT, TRUSTEE BOARD MEMBER

Leon has over 25 years’ experience in property funds management.

Leon’s background combines accounting, finance, funds management and property valuation. He has held senior property industry funds management roles for listed, unlisted, retail and wholesale funds ranging from private family offices to large multinational organisations, including Multiplex and Brookfield.

With highly valuable expertise in investment, property valuation, and finance, Leon has built a reputation for driving fund performance and exceeding benchmark investor return hurdles.

This has been achieved through, for example, the development of detailed feasibility and investment models to support valuation analysis, accounting analysis including property cashflow, and fund models to drive strategic decision making and internal valuations.

Leon has been the responsible manager for a number of responsible entities holding Australian Financial Services Licences with investment in property developments on behalf of retail and wholesale clients.

Leon is a Chartered Accountant, and a Certified Practicing Valuer with the Australian Property Institute. He holds a Bachelor of Business (majoring in Accounting and Business Law).

Leon is based in Perth, Western Australia.

Naomi Roberts

FOUNDING DIRECTOR – LEGAL - INVESTOR RELATIONS, TRUSTEE BOARD MEMBER

Naomi has over 20 years’ experience in the property and funds management industries, with significant expertise in compliance, corporate governance and legal functions. Her real estate experience spans across working in the family private business which involved direct development of commercial, industrial, retail and residential projects.

Naomi was previously involved in an ASX-listed national affordable rental retirement management company which became Australia’s largest in its sector, providing asset, facilities, tenancy and funds management services to institutional, wholesale and retail owners.

While studying towards a Bachelor of Laws, Naomi worked in a small legal practice in Queensland which provided excellent experience across many facets of legal matters including property, financing, conveyancing, wills and estates. She relocated to Western Australia and worked in a litigation firm as an Executive Paralegal while completing her law degree.

Naomi is the Responsible Manager on the PrivateInvest Australian Financial Services Licence.

Naomi has been admitted to the Supreme Court of Western Australia (2022) and also holds a Bachelor of Business (major in Marketing).

Naomi is based in Perth, Western Australia.

Greg Peel

NON-EXECUTIVE DIRECTOR, TRUSTEE BOARD MEMBER & CHAIR INVESTMENT REVIEW COMMITTEE

Greg has over 35 years’ experience in the banking and finance industry including corporate finance, credit and risk management, and business banking. He is highly experienced in the areas of enterprise development, funding and business modelling and partnership identification and development particularly in the area of social finance and impact investment.

He established Bendigo and Adelaide Bank’s Business and Asset Finance divisions and the Strategic Market division. Greg also co-founded and was the Chief Executive Officer and Managing Director of Community Sector Banking, a financial institution focused on not-for-profit, impact investing and social infrastructure financing.

Greg was the Director of Business Development with the New South Wales Aboriginal Land Council where he was responsible for the development of a corporatisation strategy which included enterprise and housing policy.

He has held numerous advisory roles and directorships including Australia Social Investment Trust (Executive Director), Alternative Finance Custodians (Director and Chair of Trustee), Community Sector Enterprises and Community Sector Banking (CEO and MD), Bendigo Asset Management (Chair), Social Enterprise Finance Australia (Director), Eco Trust Australia (Director), Community Development Australia (Director and Chair) and LendForGood (Advisor).

Greg has also held positions as Senior Credit Analyst, and Corporate Relationship Manager at Banque Nationale de Paris, Standard Chartered Bank and State Bank of NSW, London.

Greg holds a Bachelor of Economics.

Greg is based in Nelson Bay, New South Wales.

Sarah de Rozario

FINANCE MANAGER

Sarah is a Certified Practicing Accountant and finance executive with over 20 years’ experience in the areas of business and finance, strategy, risk and compliance, process engineering and governance.

Sarah was formerly the CFO for ACE Interactive (a leading developer and supplier of turnkey IVT Systems – software and hardware), with responsibility for the planning, implementation and management of the organisation’s finance functions including planning, budgeting and forecasting, and reporting. She was also the CFO for Hockey WA and a member of the Risk and Governance Committee and was responsible for strategic planning and key initiatives with the management team, together with the assessment of organisational performance.

Prior to this, Sarah was the Global Development –Compliance and Reporting Manager for the International Cricket Council (ICC), where she was responsible for planning, managing and overseeing 93 Member countries and 5 Regional global offices, including the compliance and financial reporting for the ICC’s Developing Cricket World Funding Policy, a US$300 million program.

Previous roles included Group Reporting and Consolidation Controller at Balfour Beatty, a UK-based engineering and construction services company (where Sarah was accounting for revenues of £ 7 49 billion and a forward order book of £ 11 50 billion), Finance and Analysis Accountant at Shell (UK), and Group Finance Accountant at Mowlem, a UK-based construction and civil engineering services company and European Finance Manager at Holmes Place (a luxury brand in health, leisure and wellness industry with a turnover of £ 70 million).

Sarah holds a Bachelor of Business, Major in Accounting and Business Law.

Sarah is based in Perth, Western Australia.

Elizabeth Court

EXECUTIVE DIRECTOR

Elizabeth has over 30 years’ banking, finance and treasury experience.

She has experience as an economist within the banking and finance industry. This background combines financial risk management, debt advisory, treasury policy together with client relationship management, corporate governance, systems, and training. Within the financial services sector, her roles have included:

■ Treasury Consultant with ANZ Bank (where she provided economic advice and analysis, financial modelling and risk management),

■ Assistant Treasurer with Colly Farms Cotton (treasury and risk management functions for Australia’s largest marketer and producer of cotton),

■ Corporate Treasury Advisor with Societe Generale (treasury risk management services), and

■ Consultant with Barrington Treasury Services (risk consulting and governance including treasury policy development, systems, and transactional banking review).

Elizabeth is the principal of Court Consultants and has recently retired her position as a Membership Director of the Private Wealth Network, an independent membership organisation of over 200 Family Offices.

In addition to her role at PrivateInvest, Elizabeth holds a Non-Executive Director position with Grey Innovation Group, a technology commercialisation company, and a Vice Chair Board position with Court Grammar School. Elizabeth is also a Member of the Board of Trustees of the Sir Frank Ledger Charitable Trust.

Elizabeth holds a Bachelor of Economics and is Member of the Australian Institute of Company Directors.

Elizabeth is based in Perth, Western Australia.

Rohan Barraclough

INVESTMENT AND LENDING

Rohan has a decade of experience in investment banking and real estate lending and finance. Rohan has developed a strong network of borrowers, brokers, bankers, nonbank lenders and investors across Australia, having been based in Sydney prior to Perth. Rohan is now based in PrivateInvest’s Perth office and has responsibilities for origination, execution, and management of our real estate lending portfolio across Australia.

Initially working in investment banking at the Bank of America Merrill Lynch in Sydney, Rohan possesses significant structuring and financial analysis experience, having advised general industrials companies on M&A, capital raising and joint venture transactions.

Rohan moved into real estate investment in 2018 when he joined Marshall Investments as an Investment Manager, managing a portfolio of real estate debt and preferred equity investments across a diverse range of land, development and investment facilities. Rohan was responsible at Marshall Investments for sourcing investment opportunities, preparing credit and investor papers, conducting due diligence, managing funded facilities, and investor communications. Rohan funded facilities across a range of sectors including residential, commercial, hospitality, childcare and retail across Australia.

Rohan holds a Bachelor of Commerce (Finance and Economics) and Juris Doctor graduate law degree at The University of Melbourne.

Rohan is based in Perth, Western Australia.

Andy Parsons

INVESTMENT AND CREDIT ANALYST

Andy joined PrivateInvest in 2022, relocating from his home in Brisbane to work with PrivateInvest in Sydney.

He was previously a Lending Analyst in the Loan Origination Services team at Auswide Bank, where he was responsible for providing client services for third-party brokers. Andy supported the end-to-end lending process for loan applications, preparing credit papers for credit assessment by the credit team, completing due diligence activities, and verifying supporting financial information provided as part of home loan applications.

Andy was responsible for the management of lending applications (from origination to settlement), preparing and assessing credit submissions, resolving application and credit structuring issues for brokers, lenders and relationship managers, and completing employment verifications, credit checks and assessing valuations. He was also responsible for applying bank credit policies to satisfy the bank’s responsible lending criteria.

Andy worked as an intern with Exceed Capital while studying his degree which gained his experience in fund management and finance administration.

His responsibility with PrivateInvest is working with the loan origination team on drafting credit papers, the capital origination team on the drafting of Information Memorandums and the finance feasibility analysis with the funds management team.

Andy holds a Bachelor of Business, majoring in Finance and Economics.

Andy is based in Sydney, New South Wales.

Tom Ellen INVESTMENT REVIEW COMMITTEE

Tom has extensive experience in the banking and finance sector, with expertise in the areas of credit and risk analysis, compliance and governance, process and policy reviews, change management, and identifying and implementing business performance opportunities to improve operating efficiencies and ensure compliance adherence.

Tom had over 20 years’ experience with National Australia Bank as Regional Credit Executive, Senior Credit & Risk Manager, Credit & Risk Manager, and Relationship Manager Business Banking.

He has developed comprehensive risk management templates for National Australia Banks’ Operational Risk and Compliance Team, numerous business process improvement initiatives to improve both business efficiencies and customer experiences, and change management platforms for the implementation and roll out of process improvements.

Tom has managed risk dashboard and quality assurance controls to both maintain and improve banking industry compliance functions and their implementation, leading a team of credit and risk managers to deliver leading, independently assessed Asset Quality Assurance results.

Tom holds a Bachelor of Business and Securities Institute of Australia Certificate in Financial Markets.

Tom is based in Perth, Western Australia.

Tim Jones INVESTMENT REVIEW COMMITTEE

Tim has over 27 years’ experience in property funds management, property operations, property investment and development markets throughout Australia. He is currently the principal of Wholesale Securities, a fund manager for the commercial real estate sector.

Tim was a senior executive for 15 years with the Sarich Family Office, Western Australia’s largest private property investor at the time. Tim was responsible for building the Sarich Family Office into a major property portfolio which included master planned estates and the acquisition of commercial buildings.

Prior to this, Tim’s roles included:

■ Director / State Property Manager with Macquarie Bank’s Development Funds Management team, where he was responsible for establishing various projects in direct property investment and development, with a portfolio valued in excess of $800 million.

■ Head of Funds Management with Goldmate Property Group in Sydney ,with the responsibility of establishing their property funds management business.

Tim holds a Bachelor of Business (Valuation and Economy), is an Associate with the Australian Property Institute, and is a Fellow of the Financial Services Institute of Australasia (FINSIA).

Tim is based in Perth, Western Australia.

Applying for an Investment

Applying for an Investment

The offer under this Loan Information Memorandum is for a total of $15,850,000 Units at $1.00 each.

You will need to complete the PrivateInvest Select Mortgage Trust No 3 Application Form (“Application Form”) if you wish to invest.

PrivateInvest Select Mortgage Trust No 3 Units will be issued for subscription on the date of settlement (or at the Trustee’s discretion).

If you wish to subscribe, you can fill out an Application Form. The minimum Application Amount is $100,000, although the Trustee may accept lesser amounts in its absolute discretion.

Please contact PrivateInvest on 1300 2 INVEST (1300 2 468 378) should you require a team member to guide you through the Application Form process and to ensure you qualify as a professional, or wholesale investor, or answer any questions you may have on the potential investment.

The offer will remain open and when investment is fully subscribed, a team member will contact you, or post on our website are www.privateinvest.com.au that the offer has been closed and fully subscribed.

Glossary

Glossary

$ Australian Dollars

Application Form

Beneficiaries

The application form that is attached or accompanying the PrivateInvest Select Mortgage Trust No 3 (Acacia).

The Trustee, the Investment and Facility Manager and their respective directors, officers, employees, agents, advisors or representatives.

Borrower NB Developments W2 Pty Ltd ACN 644 808 097 in its personal capacity and as trustee for NB Development W2 Trust ABN 68 609 937 782 (Borrower).

Corporations Act

The Corporations Act 2001 (Cth).

Eligible Investor A ‘wholesale client’ as defined under the Corporations Act.

Establishment Fee

The fee payable to the Investment and Facility Manager on the establishment of the Loan.

Facility Agreement The agreement between the Borrower and the Financier.

Facility Term

18 months from settlement of the Facility. Minimum of 12 months.

Financier PrivateInvest Select Mortgage Trust No 3 ABN 18 835 131 544.

Financial Close

The time when the documentation has been executed and conditions precedent have been satisfied or waived. Drawdowns then are permissible.

GST Goods and Services Tax.

Investment and Facility Manager

A holder of Units in the Trust.

PrivateInvest Credit Pty Limited (ACN 625 468 215). Investor, Unitholder or You

Loan The Loan to the Borrower, secured by a first ranking registered mortgage over the Property and other guarantees.

Loan Information Memorandum Document dated 22 August 2023 outlining an investment to subscribe for a class of Units known PrivateInvest Select Mortgage Trust No 3.

(Acacia)

Loan to Value Ratio

Investment and Facility Management Fee

The ratio of the loan principal exposure to the value of an asset.

The fee payable to the Investment and Facility Manager for the management of the Loan.

PrivateInvest PrivateInvest Pty Limited ACN 626 703 026 and related entities, which include the Investment and Facility Manager and the Trustee.

Secured Property

The property located at 50 Maymuru Way, Whitlam ACT 2611 and more particularly described as Block 1, Section 43, Whitlam, ACT 2611.

Trust, the Trust PrivateInvest Select Mortgage Trust No 3.

Trustees PrivateInvest Capital Securities Limited (ACN 611 892 249).

Unit/s A unit in the Trust which is a separate class of unit attributable to a specific Loan.

Units in the Trust known as PrivateInvest Select Mortgage Trust No 3