MELBOURNE, Australia, Oct. 28, 2026 /PRNewswire/ -- Please find the terms outlined below which are the basis on which CLI Australia Capital Investments Pty Ltd ACN 703 050 542; Corporate Authorised Representative no. 001323883 as trustee of the CLI Australia Capital Investments Trust ABN 78 425 618 374 (Issuer) wishes to issue debentures, being WSDF Series loan notes (Loan Notes) to one or more successful bidders.
For the purpose of carrying out certain regulated activities, CLI Australia Capital Investments Pty Ltd ACN 703 050 542; Corporate Authorised Representative no. 001323883 (the Trustee) is appointed by Evolution Real Assets Pty Ltd (ACN 636 332 771; AFSL no. 700400) as its corporate authorised representative.
Tax Act public offer
The Loan Notes will be issued under a loan note deed poll to be entered into between the Issuer and each successful applicant (Loan Note Deed Poll) in accordance with section 128F of the Income Tax Assessment Act 1936 (Cth) of Australia (Tax Act). This offer constitutes an offer to issue the Loan Notes in accordance with the public offer test set out in subsection 128F(3) of the Tax Act.
The Loan Notes are intended to be issued in a manner that satisfies the public offer test and any other requirements of section 128F of the Tax Act. Accordingly, Offshore Associates (as defined below) of the Issuer are prohibited from acquiring an interest in the Loan Notes and this public offer does not extend to such Offshore Associates.
Investors in Loan Notes will be required to make customary representations, warranties and covenants regarding their status to ensure compliance with Australia's interest withholding tax exemption regime, and in particular, will be asked to confirm that except as disclosed to the Issuer at the time of this offer, they are not, so far as they have actual knowledge, an Offshore Associate of the Issuer. If you are unsure as to whether this may apply to you, you should seek professional taxation advice.
General Conditions of Participation
Final allocations will be determined by the Issuer in its absolute discretion. The Issuer reserves the right to scale back or accept oversubscriptions, and to withdraw this offer at any time or close or extend the review period for considering this offer at any time before or after the stated date for receipt of responses.
Each offered investor must independently make its own credit analysis and decision to enter into the transaction.
Confidential Information
Please note that the recipients of this offer are required to keep all information regarding the Loan Notes, the Loan Note Deed Poll, and the Trust (the Confidential Information), confidential. Recipients are not to discuss the Confidential Information with each other or disclose any details to any third parties without the prior written consent of the Issuer. This letter must not be reproduced, used or given to any other person, in whole or in part, for any purpose other than that for which it is intended.
For the avoidance of doubt, the Issuer may disclose any Confidential Information and the information contained in this letter as required by law or regulation or by any applicable stock exchange without the need to obtain any prior approval or consent.
Trustee limitation of liability and limited recourse
Each recipient acknowledges and agrees that:
a. CLI Australia Capital Investments Pty Ltd enters into:
i. this Offer Letter;
ii. the Loan Note Deed; and
iii. any other documents in respect of the offer of Loan Notes by the Issuer, (together, the Transaction Documents), solely in its capacity as trustee of the CLI Australia Capital Investments Trust and in no other capacity.
b. The Loan Notes and all obligations of the Issuer under or in connection with the Transaction Documents, your subscription deed for your application for Loan Notes and the Information Memorandum in connection with the issue of Loan Notes (together, the Constituent Documents) are obligations of CLI Australia Capital Investments Pty Ltd solely in its capacity as trustee of the CLI Australia Capital Investments Trust and not in any other capacity.
c. The liability of the Issuer in respect of the Loan Notes and any obligations under the Constituent Documents is limited to the extent to which the Issuer is actually indemnified out of the assets of the CLI Australia Capital Investments Trust referable to the relevant Series of Loan Notes (including the Issuer's units in the relevant class of units in Wingate Property Senior Debt Fund). Noteholders and prospective subscribers have no recourse to the personal assets of CLI Australia Capital Investments Pty Ltd or to any assets held by CLI Australia Capital Investments Pty Ltd in any other capacity (including as trustee of any other trust).
Singaporean Selling Legend
The offer, issue, and sale of the Loan Notes are and will be exempt from the registration and prospectus delivery requirements of the Securities and Futures Act of Singapore 2001 (SFA), and have not and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, statutory liability under the SFA in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The Monetary Authority of Singapore assumes no responsibility for the contents of this document or any other document or material related to the offer, issue, and sale of the Loan Notes. This offer and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Loan Notes may not be circulated or distributed, nor may the Loan Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. The offer of the Loan Notes relates to schemes which are not authorised or recognised by the Monetary Authority of Singapore and are not allowed to be offered to the retail public.
Process
If you are interested in participating as a noteholder under the Loan Note Deed Poll you are requested to sign and return the below expression of interest by no later than the end of the offer period to:
Wingate Financial Services Pty Ltd
Level 48, 101 Collins Street, Melbourne, Victoria 3000
Attention: Michael Sack
Email: msack@wingate.com.au
By countersigning this letter, you are merely expressing your interest to participate as a noteholder under the Loan Note Deed Poll. Such expression of interest is non-binding and is not intended to indicate your approval of the Loan Note terms.
By countersigning this letter, you represent and warrant that your institution is not, so far as you have actual knowledge or grounds to suspect, an Offshore Associate of the Issuer. Participants will be required to make customary representations, warranties and covenants set out in the subscription deed for the Loan Notes, including to the effect that you are a wholesale client (as defined in the Corporations Act 2001 (Cth)) and the Loan Notes are being acquired for your own account for investment purposes unless otherwise disclosed to the Issuer in writing.
Signed by
Signed:_____________________________
Name: _____________________________
Title: _____________________________
Entity:_____________________________
Summary of key terms
In this letter:
- Associate has the meaning given in subsection 128F(9) of the Tax Act; and
- Offshore Associate means an Associate who would acquire an interest in the circumstances specified in subsections 128F(5)(b) and (c) of the Tax Act.
A summary of the terms of the Loan Notes is as follows:
| Issuer | CLI Australia Capital Investments Pty Ltd ACN 703 050 542 as trustee of the CLI Australia Capital Investments Trust |
| Trust | CLI Australia Capital Investments Trust, an Australian domiciled unit trust |
| Debentures | Unsecured Loan Notes issued under the Loan Note Deed Poll |
| Investment Manager | Wingate Financial Services Pty Ltd ACN 106 480 602 |
| Series | WSDF Series, being the series of loan notes issued by the Issuer to provide exposure to the Wingate Property Senior Debt Fund |
| Loan Note Series maximum subscription | Approximately AUD$1,000,000,000 or such other amount determined by the Issuer from time to time to further the purpose set out below. This subscription amount does not include loan notes issued in other series of the CLI Australia Capital Investments Trust. |
| Principal amount | Up to AUD$1,000,000,000 |
| Currency and hedging | Australian dollars. The Loan Notes will be unhedged for currency movements. |
| Maturity and prepayment | Five years from the date of issue, subject to extension for up to one additional year. Early repayment of Loan Notes can be requested monthly. The Issuer may make such repayments if there is sufficient cash available in the Trust to make the requested prepayment. If there is insufficient cash available in the Trust, the Issuer may prepay the Loan Notes as liquidity becomes available, being when investments are realised by the Trust. |
| Purpose | To fund the Issuer's acquisition of A class units in the Wingate Property Senior Debt Fund which primarily invests in, directly or indirectly, first registered mortgage debt securities secured against Australian real estate. |
| Investment exposure | The Loan Notes will provide investors with indirect exposure to the returns and investment outcomes of A class units in the Wingate Property Senior Debt Fund. |
| Interest payments | Interest on the Loan Notes will comprise two components, each accruing quarterly (or at such other period agreed with the Issuer) on the outstanding principal of each Loan Note. Frequency of interest payment and reinvestment of accrued interest for the same Series Loan Notes may be agreed with the Issuer. Fixed interest: Interest at the Reserve Bank of Australia's target cash rate, as announced from time to time. Variable interest: a variable return calculated by reference to the net cash flows from the CLI Australia Capital Investments Trust's investments referable to the relevant Series of Loan Notes (after outgoings, fixed interest paid, repayments and distributions to the relevant A class units in the Wingate Property Senior Debt Fund), expressed as an annual rate on the average daily outstanding principal. |
| Liability of the Issuer | The Issuer's liability under the Loan Note Deed Poll will be limited to the assets of the CLI Australia Capital Investments Trust referable to the relevant Series of Loan Notes (including the Issuer's units in the relevant class of units in Wingate Property Senior Debt Fund) and the holders of the Loan Notes will have no recourse to any other assets of the Issuer or the CLI Australia Capital Investments Trust. |
| Transfer | The Loan Notes can only be transferred at the sole discretion of the Issuer. If the Issuer approves the transfer, the transferee will need to satisfy all requirements under the Loan Note Deed Poll. |
| Fees | The Investment Manager does not charge fees in respect of the management of the Loan Notes, or otherwise charge fees to the Issuer. The Investment Manager or its related entities do charge fees to the Wingate Property Senior Debt Fund, to which the Loan Notes have indirect investment exposure. |
| Other terms | The Loan Note Deed Poll will contain representations and warranties, undertakings, default events and other provisions typical for facilities of this nature. A summary of the structure of the Loan Notes and the proposed investment exposure to the Wingate Property Senior Debt Fund is set out in Schedule 1. |
| Loan Note governing law | Victoria, Australia |
Issuer
CLI Australia Capital Investments Pty Ltd ACN 703 050 542 as trustee of the CLI Australia Capital Investments Trust
Trust
CLI Australia Capital Investments Trust, an Australian domiciled unit trust
Debentures
Unsecured Loan Notes issued under the Loan Note Deed Poll
Investment Manager
Wingate Financial Services Pty Ltd ACN 106 480 602
Series
WSDF Series, being the series of loan notes issued by the Issuer to provide exposure to the Wingate Property Senior Debt Fund
Loan Note Series maximum subscription
Approximately AUD$1,000,000,000 or such other amount determined by the Issuer from time to time to further the purpose set out below. This subscription amount does not include loan notes issued in other series of the CLI Australia Capital Investments Trust.
Principal amount
Up to AUD$1,000,000,000
Currency and hedging
Australian dollars. The Loan Notes will be unhedged for currency movements.
Maturity and prepayment
Five years from the date of issue, subject to extension for up to one additional year.
Early repayment of Loan Notes can be requested monthly. The Issuer may make such repayments if there is sufficient cash available in the Trust to make the requested prepayment. If there is insufficient cash available in the Trust, the Issuer may prepay the Loan Notes as liquidity becomes available, being when investments are realised by the Trust.
Purpose
To fund the Issuer's acquisition of A class units in the Wingate Property Senior Debt Fund which primarily invests in, directly or indirectly, first registered mortgage debt securities secured against Australian real estate.
Investment exposure
The Loan Notes will provide investors with indirect exposure to the returns and investment outcomes of A class units in the Wingate Property Senior Debt Fund.
Interest payments
Interest on the Loan Notes will comprise two components, each accruing quarterly (or at such other period agreed with the Issuer) on the outstanding principal of each Loan Note. Frequency of interest payment and reinvestment of accrued interest for the same Series Loan Notes may be agreed with the Issuer.
Fixed interest: Interest at the Reserve Bank of Australia's target cash rate, as announced from time to time.
Variable interest: a variable return calculated by reference to the net cash flows from the CLI Australia Capital Investments Trust's investments referable to the relevant Series of Loan Notes (after outgoings, fixed interest paid, repayments and distributions to the relevant A class units in the Wingate Property Senior Debt Fund), expressed as an annual rate on the average daily outstanding principal.
Liability of the Issuer
The Issuer's liability under the Loan Note Deed Poll will be limited to the assets of the CLI Australia Capital Investments Trust referable to the relevant Series of Loan Notes (including the Issuer's units in the relevant class of units in Wingate Property Senior Debt Fund) and the holders of the Loan Notes will have no recourse to any other assets of the Issuer or the CLI Australia Capital Investments Trust.
Transfer
The Loan Notes can only be transferred at the sole discretion of the Issuer. If the Issuer approves the transfer, the transferee will need to satisfy all requirements under the Loan Note Deed Poll.
Fees
The Investment Manager does not charge fees in respect of the management of the Loan Notes, or otherwise charge fees to the Issuer.
The Investment Manager or its related entities do charge fees to the Wingate Property Senior Debt Fund, to which the Loan Notes have indirect investment exposure.
Other terms
The Loan Note Deed Poll will contain representations and warranties, undertakings, default events and other provisions typical for facilities of this nature.
A summary of the structure of the Loan Notes and the proposed investment exposure to the Wingate Property Senior Debt Fund is set out in Schedule 1.
Loan Note governing law
Victoria, Australia
Schedule 1 - Loan Note Structure Diagram
The following structure diagram (Structure Diagram) is provided for illustrative purposes to assist prospective investors in understanding, in summary form, certain structural features of the intended structure of the Loan Notes and their investment exposure to the Wingate Property Senior Debt Fund. The Structure Diagram applies to this Series only, and does not apply to other series of loan notes that may be issued by the Issuer.
This Structure Diagram does not purport to depict all legal, tax, accounting or operational considerations relevant to the offer or the structure, and is in summary form only. The Structure Diagram may be subject to change from time to time at the discretion of the Issuer. No representation or warranty is made by the Issuer as to the completeness or accuracy of the Structure Diagram.
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Public Offer CLI Australia Capital Investments Trust
