Payton Capital: Request for Expression of Interest - Issue of Debentures (in the form of Notes).

MELBOURNE, Australia, Dec. 4, 2023 /PRNewswire/ -- Payton Capital Ltd (ACN 163 122) is a well-established and reputable fund manager in the Australian Commercial Real Estate ('CRE') Debt market. We specialise in 'Mid-market' real estate secured loans, ranging from $5 million to $50 million, and we have a proven track record of delivering consistent, risk-adjusted income returns. We pride ourselves on providing a premium investor service with a genuine ESG focus.

Boasting a team of over 50 finance professionals and offices in Victoria, New South Wales, and Queensland, we are continuing to experience significant growth as we capitalise on the strong tailwinds in the private CRE debt sector in Australia. Our assets under management (AUM) have recently surpassed $1.1 billion AUD, with transactions totalling $2.8 billion AUD. Additionally, Foresight Analytics has rated Payton Capital as 'Very Strong' as a fund manager.

The Australian CRE Debt market is evolving rapidly and is estimated to be around $450 billion, with private capital managers, including ourselves, contributing $74 billion (Foresight Research, November 2023). Institutional investors find several advantages in the Australian CRE Debt market:

• Equity like returns for debt (capital secure) positions
• Hedge to global volatility, very limited market correlation (alternative fixed interest classification)
• Protection by virtue of Australian Supply and demand dynamics, growing population and associated forward growth in residential real estate values
• Stable, monthly income
• Growing CRE Private Debt market, both by virtue of the market itself and also the increasing share of private to bank (following world trends)

Note Series

Payton Capital, in its capacity as dealer and manager, is pleased to offer to investors an opportunity to subscribe to the Note series as indicated below (the 'Offer').  The Offer is made to investors who are qualified as 'wholesale investors' as defined in the Corporations Act 2001 (Cth), and a detailed Information Memorandum is available upon request.  Each Note will be issued against a specific security and will be offered individually (through issuance of call notices).  A Supplementary Information Memorandum will be issued for each issue of Notes which will outline the specific terms and returns for that Note. The Offer will be open until it is fully subscribed. Payton Capital reserves the right in its absolute discretion to vary the terms set out below and accept or reject any offer.

Public Offer / Withholding Tax

This notice constitutes an offer to issue debentures or a debt interest for the purposes of, and in accordance with, the "public offer test" in section 128F(3) of the Income Tax Assessment Act 1936 (Cth) (Tax Act), for exemption from Australian interest withholding tax.

Investors will be required to make customary representations and warranties about their status to assist the Issuer to demonstrate compliance with section 128F of the Tax Act, including that the Investor is not an "Associate" (as defined in the Tax Act) of the Issuer.

Restrictions in certain jurisdictions, including Australia

The distribution of this announcement and the offering and sale of the Notes in certain jurisdictions may be restricted by law. This notice does not constitute an offer, invitation or solicitation to participate in the offer and be issued Notes in any jurisdiction where, or to any person or entity to whom, it would be unlawful to make such an offer, invitation or solicitation.

This notice is not a prospectus or disclosure document and it has not been lodged with the Australian Securities & Investments Commission under Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act). The Offer is only available to domestic and foreign investors who are qualified as "professional investors" or "sophisticated investors" as defined under the Corporations Act (Wholesale Investors). By accepting the Offer, an offeree represents that the offeree is a Wholesale Investor. No Notes will be issued or sold in circumstances that would require the giving of a disclosure document under Chapter 6D of the Corporations Act.

The Notes referred to in this notice have not been, nor will they be, registered under the US 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 within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the Notes referred to in this message in the United States.

For expressions of interest and further information please contact:

Attention: David Payton and Craig Schloeffel

Payton Capital | Level 27, 60 City Road, Southbank, VIC, Australia 3006

djp@payton.com.au and craig.schloeffel@payton.com.au^[1][2] |  www.payton.com.au^[3]

References

1. ^{^} djp@payton.com.au (www.prnasia.com)
2. ^{^} craig.schloeffel@payton.com.au (www.prnasia.com)
3. ^{^} www.payton.com.au (www.payton.com.au)