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MELBOURNE, Australia, February 20, 2026 /PRNewswire/ — Banner S&C (Scone) Pty Ltd (ACN 643 651 638), Banner S&C (Williamtown) Pty Ltd (ACN 647 787 166), Banner S&C (Bald Hills) Pty Ltd (ACN 644 666 759), Banner S&C (Logan Village) Pty Ltd (ACN 642) 703) 464) (S&C Banner or the transmitter) is seeking to raise a total of AUD 9,298,960 in funds through the issuance of loan notes, according to an announcement today by underwriter Banner Capital Management Limited (the Arranger/Underwriter). The broadcast includes notes drawn progressively as detailed below.
Here is a text of the ad:
Banner Capital Management Limited as arranger and underwriter today announced that the issuer seeks to raise AUD 9,298,960 through the issue of a series of debentures (in the form of loan notes) for the purposes set out below.
Loan notes (the Remarks) to be issued represents a loan commitment of up to AUD 9,298,960.
Pursuant to an agreement with the issuer, the offer is made by the underwriter to investors who qualify as “wholesale investors” within the meaning of the Corporations Act 2001 (Cth). The underwriter has agreed to initially subscribe for the notes issued on February 18, 2026 and will offer the loan notes in accordance with the agreement.
This open letter constitutes an offer of Securities for the purposes of the “open offer test” provided for in section 128F(3)(e) of the Income Tax Assessment Act 1936 (Cth). This provision provides an exemption from Australian interest withholding tax in respect of interest paid on loan notes to non-Australian noteholders.
Financiers and those engaged in the business of dealing in bonds, or in the purchase and sale of loan notes or other debt interests and who are interested in subscribing to the notes will be required to give customary representations, warranties and information about their status, to assist the issuer in demonstrating compliance with section 128F of the Income Tax Assessment Act (Cth).
KEY FEATURES OF THE OFFER
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Issuer/Borrower |
Banner S&C (Scone) Pty Ltd (ACN 643 651 638) Banner S&C (Williamtown) Pty Ltd (ACN 647 787 166) Banner S&C (Bald Hills) Pty Ltd (ACN 644 666 759) S&C Banner (Logan Village) Pty Ltd (ACN 642 703 464) |
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Financier/Underwriter and Arranger |
Banner Capital Management Limited ACN 600 738 181 as trustee of the Banner Wholesale Real Estate Credit Fund |
|
The offer |
An offer to subscribe to Loan Notes under the conditions described in the transaction documents. The general conditions of the transaction documents are specified in this Term Sheet. |
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Security and filing |
|
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Aim |
The proceeds from the issuance of the Loan Notes will be used by the Issuer to refinance the existing facility. |
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Settlement date |
February 18, 2026 |
|
Term |
12 months from the settlement date |
|
Instrument type |
Senior Loan Notes |
|
Issue amount |
9,298,960 AUD (drawn down progressively) |
|
Interest rate |
11% coupon per year |
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Transferability |
The Securities are freely transferable without the consent of the Issuer |
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Applicable law |
Victoria, Australia |
The Issuer reserves the right, in its sole discretion, to modify the conditions set out above and to accept or reject any offer. This offer will expire on March 22, 2026.
For further information, please contact Brett Macgillivray of Banner Capital Management Limited – on +61 (3) 9929 6400. Email: enquiries@bannerassetmanagement.com
Restrictions in some jurisdictions, including Australia
The distribution of this release and the offer and sale of the tickets in certain jurisdictions may be restricted by law. This message does not constitute an offer, invitation or solicitation to participate in the offer and issue Notes in any jurisdiction where, or to any person or entity to whom it would be unlawful to make such an offer, invitation or solicitation.
This message is not a prospectus or information document and has not been filed with the Australian Securities & Investments Commission under Chapter 6D of the Corporations Act 2001 (Cth) (Companies Act). The offering of Notes is restricted to domestic and foreign investors who qualify as “professional investors” or “sophisticated investors” within the meaning of the Corporations Act.Wholesale Investors). By accepting the offer, the recipient declares that he is a wholesale investor. No Notes will be issued or sold in circumstances which would require the provision of a disclosure document under Chapter 6D of the Corporations Act.
The notes referred to in this message have not been and will not be registered under the U.S. Securities Act of 1933, as amended (Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the notes mentioned in this message in the United States.
About the banner
Banner Capital Management Limited is an Australia-based alternative asset manager specializing in actively managed real estate debt and providing its investors with attractive risk-adjusted returns since 2012.
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SOURCE Banner Capital Management Limited
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