1 Important Information
This is an Information Memorandum (IM or Information Memorandum) for the A$ 300,000,000 debenture issuance Programme (Programme) established by Credit Connect Debt Issuance Fund Pty Ltd ACN 689 944 296 (Issuer, us, we and our), under which it issues unsecured notes (Notes) from time to time.
The name and contact details of the Issuer are:
Credit Connect Debt Issuance Fund Pty Ltd
Telephone: 1300 795 507
International: +61 7 5593 1300
Email: info@ccg com au
Web: http://www.ccg.com.au
The Issuer is the issuer of the Notes and this IM dated 14 August 2025 (Preparation Date)
1.1 Issuer and Licensee
The Issuer has appointed Wicklow Fund Services Pty Ltd (ACN 098 472 587, AFSL 238198) (Licensee) as its agent for the purposes of arranging for the offer to issue Notes by the Issuer in accordance with the terms of this IM and each Note information memorandum (NIM) and pursuant to section 911A(2)(b) of the Corporations Act 2001 (Cth) (referred to as the authorised intermediary).
Proceeds from the issue of Notes by the Issuer will be used to obtain interests in unregistered managed investment schemes managed by Credit Connect Group (each Credit Connect Fund or Fund) Notes are intended to be issued in several series and each series of Notes (Series) will correspond to an investment in a specific Credit Connect Fund and, consequently, to the loan made by that Credit Connect Fund
The Issuer may only issue Notes in accordance with the Licensee's offers, provided they are accepted The Licensee is authorised to provide certain financial services, including (among other things) dealing in a financial product by arranging for another person to issue, apply for, acquire, vary or dispose of securities to wholesale clients
The Licensee consents to being named in the IM in the manner described above and, as at the date of the IM, has not withdrawn its consent to be named. The Licensee does not take any responsibility for the contents of this IM or for the performance of the Fund. To the maximum extent possible, the Licensee does not accept any liability for any statement in this IM.
1.2 Issuance
1.2.1 Selling restrictions
The Notes under this IM will be issued by the Issuer located in Australia.
Each investor in Australia subscribing for, purchasing or otherwise dealing in any Notes is deemed to have represented and warranted that it is a person to whom it is lawful to make any offer of Notes and it is a person to whom an offer of Notes for issue or sale may be made without disclosure under Part 6D 2 or Chapter 7 of the Corporations Act 2001 (CTH) (Corporations Act)
The Issuer intends to offer the Notes to investors internationally provided that such offer or sale of Notes where the investor is located are not restricted by law All intending international purchasers should inform themselves about the applicable restrictions and observe such restrictions as appropriate
For guidance on certain restrictions on offers, sales and deliveries of the Notes, and on distribution of this IM and any Transaction Documents, please refer to Section 4
This IM does not constitute an offer, invitation or solicitation to participate in the offer and be issued Notes in any jurisdiction were, or to any person or entity to whom, it would be unlawful to make such an offer, invitation or solicitation
Prospective investors should read this IM carefully prior to making any decision in relation to purchasing, subscribing for or investing in the Notes This IM does not relate to, and is not relevant for, any purpose other than to assist the recipient to decide whether to proceed with a further evaluation of the Notes
1.2.2 Public offer exemption
The Issuer will seek to issue the Notes in a manner which will satisfy the conditions for an exemption from Australian interest withholding tax contained in section 128F of the Income Tax Assessment Act 1936 (Cth) (Tax Act). Please refer to Section 7.3 for more information.
1.3 Not a regulated document in Australia
This IM is not a prospectus or other disclosure document for the purposes of the Corporations Act. Neither this IM nor any other disclosure document in relation to the Notes has been, or will be, lodged with ASIC.
anyotherdocumentsissuedbytheIssuerandstatedtobeincorporatedin reference,
(eachaTransactionDocument)
AnyinformationorrepresentationnotcontainedinthisIMoranyTransactionD uponashavingbeenauthorisedbyus Nootherinformation,includinganyinfo sitesoftheIssueroritsrelatedbodiescorporateorindocumentsorinformatio incorporatedbyreferencein,orformspartof,theIMandanyTransactionDoc stated
TheissueofthisIMandeachNIMisauthorisedsolelybyusandnoneofoursu corporateareresponsibleforanystatementorinformationcontainedinthisIM shouldreviewtheIMandapplicableTransactionDocumentswhendecidingwh for,purchaseorotherwisedealinanyNotesoranyrightsinrespectofanyNo
1.6 Investors to make independent investment decision and obtain professional advice
This IM contains only summary information concerning the Issuer and the Notes to be issued under the Deed Poll and does not purport to contain all the information a person considering subscribing for, purchasing or investing in Notes may require.
Intending subscribers or purchasers of the Notes who notify the Issuer of their interest in subscribing for Notes in response to this IM should review, in conjunction with this IM, the Transaction Documents (as defined in Section 1 5) which contain the applicable terms and other information relating to a Series of Notes, prior to subscribing for those Notes If there is any inconsistency between this IM and the Note Terms, the Note Terms should be regarded as containing the definitive information in relation to the applicable Series of Notes
The information contained in this IM is not intended to provide the basis of any credit or other evaluation in respect of the Issuer, any of its affiliates or any Notes and should not be considered or relied on as a recommendation or a statement of opinion (or a representation or report of either of those things) by the Issuer that any recipient of this IM should subscribe for, purchase or otherwise deal in any Notes or any rights in respect of any Notes
Each investor contemplating subscribing for, purchasing or otherwise dealing in any Notes or any rights in respect of any Notes should:
make and rely upon (and shall be taken to have made and relied upon) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer, any of its affiliates and the Notes; determine for themselves the relevance of the information contained in this Information Memorandum and in any applicable Transaction Documents, and must base their investment decision solely upon their independent assessment and such investigations as they consider necessary; and consult their own tax advisers concerning the application of any tax (including stamp duty) laws applicable to their particular situation
1.7 Distribution of IM and Transaction Documents
The Issuer and the Licensee are the sole parties authorised to distribute this IM and any Transaction Documents The Issuer has not appointed any other third party to distribute this IM or any Transaction Documents on its behalf in any jurisdiction If you have received a copy of this IM or any Transaction Documents from a party other than the Issuer or Licensee, you should disregard such documents and contact the Issuer or Licensee directly to obtain authorised copies Any distribution of this IM or Transaction Documents by unauthorised parties may not reflect the current terms and conditions of the Programme and may contain outdated or inaccurate information
1.8 Currency
In this IM, references to “$”, “A$”, “AUD” or “Australian dollars” are to the lawful currency of the Commonwealth of Australia.
If you are investing in the Notes from any jurisdiction other than Australia, you should be aware that all investments into Notes, and interest and redemption amounts paid on Notes by the Issuer, are transacted in AUD You should consider seeking your own professional advice as to the risks associated with fluctuations in the currency market value from time to time
1.9 Currency of information
The information contained in this IM is prepared as at the Preparation Date Neither the delivery of this IM nor any offer, issue or sale made in connection with this IM at any time implies that the information contained in it is correct, that any other information supplied in connection with the Notes is correct or that there has not been any change (adverse or otherwise) in the financial conditions or affairs of the Issuer at any time subsequent to the Preparation Date In particular, none of the Issuer nor any of its affiliates is under any obligation to any person to update this IM at any time after an issue of Notes
ALetter from the CEO & Founder
2 Key Details
The following is a brief summary only and should be read in conjunction with the rest of this IM and, in relation to any Notes, the applicable Note Terms. A term used below but not otherwise defined has the meaning given to it in the Note Terms.
Loans by Credit Connect Funds
Listing
Stamp duty, taxes, withholding and deductions
Governing law
Risks
the
It is not intended that the Notes be listed or quoted on any securities exchange.
Please refer to Section 7.
The Notes and all related documentation will be governed by the laws of Queensland, Australia.
Please refer to Section 6.
4.1 General
NeithertheissuerortheLicenseerepresentsthatanyNotesmayatanytimela orthatthisIMoranyTransactionDocumentsmaybedistributed,incompliance registrationorotherrequirementinanyjurisdiction,orinaccordancewithanyr jurisdiction,orinaccordancewithanyavailableexemption,orassumesanyresp thatsaleordistribution.
AnyonewhoreceivesthisIMmust: complywithalllawsandregulationsintheircountrywhenpurchasingNote obtainanyrequiredgovernmentapprovalsorlicensesattheirowncost,ifr notresellortransfertheNotesinwaysthataresubjecttoanyregulatoryre
TheIssuerandtheLicenseearenotresponsibleforensuringyourcompliancew
SecuritiesAct AnofferingofNotesmaybesubjecttosuchadditionalUSselli participatinginsuchofferingagreeasatermoftheofferandsaleofsuchNot sellingrestrictionswillbesetoutintheapplicableNoteTerms Termsusedint meaningsgiventothembyRegulationS
4.4
Singapore
TheIMhasnotbeenandwillnotberegisteredasaprospectuswiththeMonet Accordingly,NotesunderthisProgrammemustnotbeofferedorsoldtoanyp than:
toaninstitutionalinvestor(asdefinedinSection4AoftheSecuritiesandF Singapore,asmodifiedoramendedfromtimetotime(SFA)pursuanttoS toanaccreditedinvestor(AsdefinedinSection4AoftheSFA)pursuantt theconditionsspecifiedinSection275oftheSFA
BeforedecidingwhethertoinvestintheNotes,itisimportantthatyouunders theNotesandtheirunderlyinginvestment Allinvestmentsaresubjecttoriska performasexpected,resultinginalossofcapitalorincometoinvestorsorma investor’sobjectives Youshouldconsiderthefollowingriskfactors,aswellas containedinthisIM,beforeparticipatingintheProgramme
6.1 RisksassociatedwiththeNotes
KeyrisksinrelationtoinvestinginNotesinclude: CapitalandInvestmentRisk
InvestmentsintheNotesarenotguaranteedorunderwrittenbytheIssuer,its anyoftheirrespectivedirectorsorofficers
Taxation
If the Notes do not qualify for s128F or the tax rules change, the Issuer may have to deduct withholding tax from a noteholder’s interest payment Such with holding tax obligations could reduce the net returns received by offshore non-resident noteholders and may adversely affect the liquidity and market value of the Notes Noteholders should seek independent tax advice regarding their specific circumstances and the potential impact of any changes to applicable tax laws
Pursuant to the Deed Poll, each noteholder also indemnifies the Issuer for any amounts paid by the Issuer to a government or taxation authority as a result of the non-payment of any tax or duty payable by the noteholder, the death of the noteholder or any other act by the noteholder
Liquidity
An investment in the Notes is an illiquid medium to long-term investment Noteholders have no right to require redemption of the Notes prior to their maturity date, except where there is an event of default by the Issuer
Therefore, investors should be prepared to hold the Notes until maturity.
Reliance on Credit Connect Funds
An investment in the Notes is exposed to the risks of an investment in the underlying Credit Connect Funds. An investment in a Credit Connect Fund is not a bank deposit, bank security or bank liability, and is subject to investment risk, including the loss of, or delays in the payment of, income and/or capital.
Credit Connect Funds generally invest in property development projects by way of lending money to project managers or developers
Returns on the Notes are directly linked to the performance of Credit Connect Funds The Credit Connect Trustees, the Australian financial services licensee under which the Credit Connect Trustees are appointed as authorised representatives, their related bodies corporate, and their respective directors or officers do not guarantee returns on investment in the relevant Credit Connect Fund
Portfolio Diversification
An investment in the Notes does not provide diversification as the investment in the relevant Note will be an indirect investment in the relevant underlying Credit Connect Fund, and that Credit Connect Fund will invest in a loan where such loan will be the only investment of that Credit Connect Fund
Issuer’s limitation of liability
Noteholders' recourse is limited to the Issuer's recovery from the underlying Credit Connect Fund investment The Issuer has no liability to pay amounts owing on Notes beyond amounts it can actually recover from the Credit Connect Fund corresponding to that Series of Notes If the Credit Connect Fund underperforms or the Issuer cannot recover funds from the corresponding Credit Connect Fund, noteholders may lose their entire investment with no recourse to other Issuer assets.
6.2 Risks associated with investments in
Credit Connect Funds
Key risks in relation to having investment exposure, via Notes, to Credit Connect Funds include the following risks The occurrence of these risks will impact the ability of a Credit Connect Fund to pay distributions on, and to repay or redeem, investments to investors, including the Issuer, which will have a corresponding impact on the payment of interest on, and redemption of, Notes by the Issuer in accordance with the applicable Note Terms
Borrower default
A key risk is that the borrower may not be able to meet interest payments or repay its loan in accordance with the terms of the loan agreement Default may be caused by a number of factors including a change in the borrower’s circumstances, significant economic changes, changes to market conditions or other unforeseen events or circumstances
Inadequacy of security
The value of the security properties and other security in respect of any loan advanced by the underlying Credit Connect Fund may be inadequate to cover the amount owed to the Credit Connect Fund if the Credit Connect Fund’s security is enforced
Loan enforcement recovery
Enforcement of the Credit Connect Fund’s security (if any) may take time and leave the Credit Connect Fund with insufficient cash to meet distributions or repay investments
Diversification risk
Each Credit Connect Fund will only invest in a single loan, therefore, an investment in a Credit Connect Fund does not provide diversification.
Valuation
The valuation of the security properties associated with a Credit Connect Fund are corresponding loan may be incorrect or overstated.
Documentation and insurance
The security documentation in respect of an underlying Credit Connect Fund may be deficient and the relevant security properties in respect of that Credit Connect Fund may not be adequately insured
Macroeconomic
The borrower and the value of the security properties may be impacted by economic and regulatory changes
7 Taxation
7.1 General Information Only
The following is a summary of the Australian taxation matters relevant to the issue of Notes (including the payment of interest on the Notes).
This summary is not exhaustive and does not deal with any Australian tax issues other than those set out below
The summary is based on Australian tax law and the administrative practices of the Australian Taxation Office (ATO) as at the date of this Information Memorandum, all of which is subject to change, possibly with retrospective effect, and should be treated with appropriate caution
This summary applies to noteholders that are:
residents of Australia for tax purposes that do not hold their Notes, and do not derive any payments under the Notes, in carrying on a business at or through a permanent establishment outside of Australia, and non-residents of Australia for tax purposes that hold their Notes, and derive all payments under the Notes, in carrying on a business at or through a permanent establishment in Australia (Australian Noteholders); and
non-residents of Australia for tax purposes that do not hold their Notes, and do not derive any payments under the Notes, in carrying on a business at or through a permanent establishment in Australia, and residents of Australia for tax purposes that hold their Notes, and derive all payments under the Notes, in carrying on a business at or through a permanent establishment outside of Australia (Non-Australian Noteholders)
However, the following summary is not intended to be and should not be taken as a comprehensive taxation summary for all prospective noteholders. All prospective noteholders should consult their professional advisers in relation to their tax position.
Prospective noteholders should also be aware that particular terms of issue of any Series of Notes may affect the tax treatment of that Series of Notes. Information regarding taxes in respect of Notes may also be set out in the Note Terms and NIM applicable to each Series of Notes.
This summary is not intended to be, nor should it be construed as, legal or tax advice to any particular noteholder Neither the Issuer nor any of its shareholders, subsidiaries, related bodies corporate, officers, employees, representatives or advisers accepts any responsibility or makes any representation as to the tax consequences of investing in the Notes Each noteholder should seek professional tax advice in relation to their particular circumstances
7.2 Australian interest withholding tax
The Australian tax legislation characterises securities as either “debt interests” (for all entities) or “equity interests” (issued by companies), including for the purposes of Australian interest withholding tax (Australian IWT) imposed under Division 11A of Part III of the Tax Act and dividend withholding tax.
For Australian IWT purposes, interest is defined in section 128A(1AB) of the Tax Act to include amounts in the nature of, or in substitution for, interest and certain other amounts (including premiums on redemption or, for a Note issued at a discount, the difference between the amount repaid and the issue price) paid by the Issuer on debentures and certain other debt interests
The Issuer intends to issue Notes which should be characterised as “debt interests” for the purposes of the Australian tax legislation, such that returns paid on the Notes are characterised as “interest” for Australian tax purposes
Australian Noteholders
Payments of interest in respect of the Notes to Australian Noteholders should not be subject to Australian IWT Rather, Australian Noteholders will be assessed for tax in respect of any interest income derived in respect of the Notes, which should be included in their Australian income tax return
It is possible that Australian noteholders may derive assessable income in respect of the Notes prior to those amounts being received Accordingly, Australian noteholders may be required to include amounts in their taxable income prior to receiving the amounts in cash
Tax at the current rate of 47% may be deducted from payments on the Notes if an Australian Noteholder does not provide a Tax File Number (TFN) or an Australian Business Number (ABN) (where applicable), as noted below.
Non-Australian Noteholders
Subject to certain exemptions, interest paid to Non-Australian Noteholders will be subject to Australian IWT at a rate of 10% of the gross amount of interest paid by the Issuer to a Non-Australian Noteholder, unless an exemption is available.
Various exemptions are available from interest withholding tax, including the "public offer" exemption (discussed further below)
7.3 Section 128F ‘public offer’ exemption
An exemption from Australian IWT will be available undersection 128F of the Tax Act in respect of interest paid on any Notes issued by the Issuer if requirements of section 128F of the Tax Act are satisfied
Unless otherwise specified in any relevant NIM, the Issuer intends to issue the Notes in a manner which will satisfy the requirements of section 128F of the Tax Act
An “associate” of the Issuer for the purposes of section 128F of
(i) a person or entity which holds more than 50% of the voting shares of, Issuer;
(ii) an entity in which more than 50% of the voting shares are held by, or w by, the Issuer;
(iii) a trustee of a trust where the Issuer is capable of benefiting (whether d that trust; and
(iv) a person or entity who is an “associate” of another person or company the Issuer under paragraph (a) above.
7.4.2 Non-AustralianNoteholders
Non-AustralianNoteholdersshouldnotbesubjecttoAustralianincometaxon disposalorredemptionoftheNotes,providedsuchgainsdonothaveanAust onthesaleoftheNotesbyaNon-AustralianNoteholdertoanotherNon-Aust NotesaresoldoutsideAustraliaandallnegotiationsareconducted,anddocum Australia,shouldgenerallynotberegardedashavinganAustraliansource How forAustraliantaxationpurposesisultimatelyaquestionoffact.
SpecialrulescanapplytotreataportionofthepurchasepriceofNotesissued withholdingtaxpurposeswheredeferred-returnNotes(forexample,Noteswh deferredbymorethan12months)aresoldtoanAustralianNoteholder Howev undertheserulesmayalsoqualifyforthepublicofferexemptionfromwithhol
7.4.8 Collection powers
The ATO and other revenue authorities in Australia have wide powers for and the Commissioner (or other relevant authority) may give a direction r from any payment to a noteholder any amount in respect of Australian ta issuer is served with such a direction, then the Issuer will comply with tha deduction required.
7.4.9 Foreign AccountTax Complian
The following summary is of a general nature only and address only some may arise for a prospective noteholder in respect of the potential applica Compliance Act (FATCA).
The comments below are not intended to be, and should not be viewed as, a comprehensive summary and do not constitute advice FATCA is particularly complex legislation Investors should obtain their own advice in relation to the FATCA implications associated with investing in any Notes The Issuer does not make any representation regarding the FATCA treatment of the Notes for any particular investor
Australian Financial Institutions which are Reporting Australian Financial Institutions (RAFIs) under the Australia-US FATCA Intergovernmental Agreement dated 28 April 2014 (Australian IGA) must comply with specific due diligence procedures to identify their account holders and provide the ATO with information on financial accounts held by US Persons and recalcitrant accountholders The ATO is required to provide such information to the US Internal Revenue Service Consequently, noteholders may be requested to provide certain information and certifications to a RAFI through which payments on Notes are made
A RAFI that complies with its obligations under the Australian IGA will not generally be subject to FATCA withholding on amounts it receives, and will not generally be required to deduct FATCA withholding from payments it makes with respect to the Notes, subject to certain prescribed circumstances
In the event that any amount is required to be withheld or deducted from a payment on the Notes under the FATCA regime pursuant to the terms and conditions of the Notes, no additional amounts will be paid by the Issuer as a result of the deduction or withholding.
7.4.10 Common Reporting Standard
The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information (CRS) requires certain financial institutions to report information regarding certain accounts (which may include the Notes) to their local tax authority and follow related due diligence procedures.
Noteholders may be requested to provide certain information and certifications to ensure compliance with the CRS. A jurisdiction that has signed a CRS Competent Authority Agreement may provide this information to other jurisdictions that have signed the CRS Competent Authority Agreement
The Australian Government has enacted legislation amending, among other things, the Taxation Administration Act 1953 (Cth) to give effect to the CRS
7.4.11 Not Tax Advice
This tax summary is not tax advice It is provided by us as a general statement relating to high-level Australian tax implications for noteholders It does not address all tax consequences of an investment in Notes
Prospective noteholders should seek their own independent advice as to how an investment in Notes might affect their personal tax position
We are not licensed under the tax agent services regime and cannot provide tax advice to investors This section is intended to be a general guide only and is not intended to be definitive advice, nor relied upon as such As the taxation outcomes will depend on individual investors’ personal circumstances, it is recommended that all investors consult with their taxation adviser in relation to how these outcomes may apply to them
8 Form of Note Terms
The NIM for a Series of Notes will summarise the Note Terms for the Series by providing the information set out in the table below.
Notes will be issued by the Issuer under the Deed Poll and the terms and conditions for each Series of Notes will be set out in the Note Terms prepared by the Issuer A copy of the Deed Poll is available upon request from the Manager
Note Terms
Types of Notes
Unsecured Notes
Series [Insert]
Tranche (if relevant) [Insert]
Target Interest Rate [Insert] per annum
Maximum Principal Amount
$10,000,000
Minimum Principal Amount $1,000,000
Minimum subscription amount per noteholder
$1,000,000 and subsequently in increments of $500,000
Currency Australian dollar
Denomination(s)
Maturity Date
Early redemption date
$1 per Note
The earlier of: (iii) the date upon which the Issuer’s investment in [insert Credit Connect Fund] is redeemed or realised; and (iv) [Insert] [months/years] from the issue date]
The date of the redemption or realisation of a portion of the Issuer’s investment in the [insert Credit Connect Fund]
Interest Rate Period [Insert]
Interest Payment Date [Insert]
Corresponding Credit Connect Fund (Fund) Fully paid ordinary units in [Insert]
Other Note terms [Insert]
9 Additional Information
Privacy
The privacy of your personal information is important to us. We collect personal information directly from you when your interest in the Programme and when you subscribe for Notes under a NIM The purpose of collecting your information on the Note Terms is to process your application to subscribe Notes If the personal information you provide to us is incomplete or inaccurate, we may not be able to work with you effectively, or at all, and may be delayed in performing our business functions
If you subscribe Notes on the recommendation of your financial adviser, details of your investment and information about you will be provided to your financial adviser
All personal information collected will be collected, used and stored by us in accordance with the Credit Connect Group privacy policy, a copy of which is available on request or at our website (address previously stated)
From time to time, we may wish to advise you about other services and products that could suit your needs By making an application to subscribe Notes, you agree that we may disclose your personal information to other corporations, specifically, but not solely, for marketing purposes
However, if you do not want this information to be used for this purpose, you must exercise your right to instruct us not to disclose any information concerning your personal information However, we may still disclose personal information where required by law
By registering your interest in the Programme, you consent to the matters outlined in this section.
FREE CALL
1300 795 507 (in AUS) CALL
+61 7 5593 1300 (outside AUS)
info@ccg com au
QUEENSLAND
HQ Robina Building, Level 4
1 Laver Drive, Robina QLD 4226
NEW SOUTH WALES
Suite 3.01, Level 3, 56 Pitt Street
Sydney NSW 2000
VICTORIA
Suite 405, Level 4, 488 Bourke Street, Melbourne VIC 3000
PO BOX 3574
Robina Town Centre QLD 4230
