AMARI
TOOWONG OFFER
INFORMATION MEMORANDUM SEPTEMBER 2026 Direct Private Credit Opportunity offered under the Adsett Direct Private Credit Trust TRUSTEE
Joe Adsett Capital Pty Ltd ABN 31 694 615 006 | AFSL 700 328
Table of Contents
1.0 Important Information_________________________ 3
12.0 Credit Assessment and Governance_______ 22
2.0 Investment Highlights_________________________ 4
13.0 Valuation and Risk Management___________ 24
3.0 Letter from the Responsible Manager________ 5 4.0 Investment Overview_________________________ 6 5.0 Key Terms of Loan and Project________________ 8 6.0 Why This Opportunity_______________________ 10 6.1 Advanced Project Delivery Status_______________ 10 6.2 Major Bank Support_____________________________ 10 6.3 Strong Pre-Sales Position_______________________ 10 6.4 Conservative Leverage Profile___________________ 10
13.1 Independent valuation__________________________ 24 13.2 Risk assessment and mitigation______________ 25
14.0 About Joe Adsett Capital__________________ 26 14.1 Overview________________________________________ 26 14.2 Management structure_________________________ 26 14.3 Credit committee ______________________________ 26
15.0 Joe Adsett Group___________________________27 15.1 Key personnel___________________________________ 27 15.2 Track record____________________________________ 28
6.5 Investor Security Framework____________________ 10 6.6 Independent Valuation __________________________ 10
16.0 Risks_______________________________________ 29
6.7 Multiple Repayment and Exit Pathways__________ 10 6.8 Vertically Integrated Delivery Platform ___________11 6.9 Investment Rationale _____________________________11
7.0 About the Trust and Investment Structure___ 12 7.1 How Opportunity Works__________________________ 12
17.0 Fees and Costs_____________________________ 30 18.0 Reporting & Investor Communications______ 31 19.0 Overview of Key Documents_______________ 32
7.2 Role of the Trust_________________________________ 13
20.0 Additional Information_____________________ 33 8.0 The Offer____________________________________14
20.1 Conflicts of interest____________________________ 33
8.1 Key Dates________________________________________ 14
20.2 Valuations______________________________________ 33 20.3 Privacy_________________________________________ 33
9.0 Purpose of the Offer & Use of Proceeds_____ 15
20.4 Anti-money laundering and counter-terrorism financing__________________________ 33
9.1 Use of proceeds & funding breakdown__________ 15
20.5 No guarantee___________________________________ 33 20.6 Taxation _______________________________________ 33
10.0 The Amari Project___________________________16 10.1 Project summary________________________________ 16 10.2 Project team____________________________________ 17 10.3 Location________________________________________ 17 10.4 Buyer demographics___________________________ 18 10.5 Project timeline_________________________________ 18
20.7 FATCA and CRS________________________________ 33 20.8 Tax File Number (TFN)_________________________ 33
21.0 How to Apply______________________________ 34 22.0 Glossary___________________________________ 35
10.6 Project feasibility_______________________________ 19
Appendix A: Application Form__________________ 36 11.0 Investor Security & Repayment Strategy___ 20
Appendix B: AML/CTF Checklist________________ 40
11.1 Overview________________________________________ 20
Appendix C: Contacting Us______________________41
11.2 Loan to Valuation Ratio (LVR)___________________ 20 11.3 Repayment pathway(s)_________________________ 21 11.4 Enforcement and Recovery_____________________ 21
2 AMARI | Toowong Offer
1.0 Important Information
This Information Memorandum (IM) is dated 22 September 2026 and relates to the offer (Offer or Amari Toowong Offer) of the Amari Toowong class of loan units (Units or Loan Units) in the Adsett Direct Private Credit Trust (Trust). The Trust is an unregistered contributory mortgage managed investment scheme. The issuer of this IM is Joe Adsett Capital Pty Ltd ABN 31 694 615 006 (Trustee or Manager), in its capacity as trustee of the Trust. The Trustee holds Australian financial services licence number 700 328. This IM contains an offer to eligible wholesale clients only, including sophisticated investors where applicable under the Corporations Act 2001 (Cth). This IM is not a product disclosure statement and does not contain the same level of disclosure required for a retail product disclosure statement. This IM must be read together with the Trust Deed and any relevant terms of issue for the Units being offered. The Trust Deed sets out the rights and obligations of investors and the Trustee. If there is any inconsistency between this IM and the Trust Deed, the Trust Deed will prevail to the extent of the inconsistency. This IM has been prepared without taking into account the objectives, financial situation or needs of any particular investor. It does not constitute personal financial advice, legal advice, taxation advice, a recommendation or an opinion on the merits of investing in the Trust or this Offer. Prospective investors should consider whether the investment is appropriate having regard to their own objectives, financial situation and needs, and should obtain independent financial, legal and taxation advice before making an investment decision. Neither the Trustee, the Joe Adsett Group, their directors, officers, members, associates, related bodies corporate, advisers or any other related person guarantees the performance of the Trust or of an investment in Units, the repayment of capital, the payment of distributions, or any particular rate of return. Investment in the Trust is speculative and involves risk. The target return, investment term, repayment pathway, project timing and other financial information referred to in this IM are indicative only and are not guaranteed. Actual outcomes may differ materially from the assumptions, expectations or forward-looking statements contained in this IM. Forward-looking statements in this IM, including statements relating to target returns, repayment timing, project delivery, sales, valuation, security position and
future performance, are based on assumptions made as at the date of this IM. These statements are subject to known and unknown risks, uncertainties and other factors, many of which are outside the control of the Trustee. There can be no assurance that any forwardlooking statement, estimate or projection will be realised. No person has been authorised to give any information or make any representation in connection with the Offer that is not contained in this IM. Any information or representation not contained in this IM must not be relied upon as having been authorised by the Trustee. To the maximum extent permitted by law, neither the Trustee nor its related persons represents or warrants the accuracy, completeness or reliability of this IM or any information contained in it, and no responsibility or liability is accepted for any loss arising from reliance on this IM. Except in certain circumstances, including fraud, negligence or breach of trust, the liability of the Trustee is limited to the assets of the Trust. The Trustee is entitled to be indemnified out of the assets of the Trust for liabilities, fees, expenses, costs or taxes incurred in acting as trustee of the Trust, subject to the terms of the Trust Deed and applicable law. The Trustee, the Joe Adsett Group or any of their related persons may acquire Units. Any Units acquired by related persons will be held on the same terms and with the same rights as other holders of Units, unless otherwise disclosed in this IM. This Offer is available to persons receiving this IM in Australia only. The distribution of this IM outside Australia may be restricted by law and no action has been taken to register or qualify the Offer in any jurisdiction outside Australia. This IM is confidential and is provided solely for the purpose of allowing eligible recipients to assess whether to participate in the Offer and invest in the Trust. It must not be copied, reproduced, distributed or disclosed to any other person without the prior written consent of the Trustee. Unless otherwise stated, all dollar amounts are in Australian dollars and all photographs, renders and project imagery are provided for illustrative purposes only and may not represent assets of the Trust. Capitalised terms used throughout this IM are defined in the Glossary in Section 22.
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2.0 Investment Highlights
Amari | Toowong Offer A direct private credit opportunity secured against an advanced premium residential development in Toowong, Brisbane, structured with defined security, a clear repayment pathway and senior lender support.
11.5
%
Security Package Target Return Net of Fees Paid Quarterly
•
Registered Mortgage
•
Intercreditor Deed
•
Corporate Guarantee
28
$12.0m
75%
Repayment Pathway
Month Investment
Maximum
Term
Capital Raise
Target Total Leverage
•
Apartment Settlements
•
Residual Stock Refinance
•
Group Support
Against As-Complete Valuation
$127.85m $38.55m 8 Independent Gross
Secured Sales
Realisable Value
To Date, Inclusive of
Inclusive of GST
GST
Apartment Sales
Advanced Project Status Construction commenced, senior bank funding secured and key project milestones progressed. ______________________________________________________________________________________________________________________________
Defined Security Second ranking registered mortgage, intercreditor deed, registered second ranking PPSR security agreement over the Borrower and corporate guarantee support. ______________________________________________________________________________________________________________________________
Multiple Exits Repayment expected from settlements, residual stock refinance or group-supported pathways.
This summary is indicative only and should be read together with the full terms, risks, assumptions and application requirements set out in this Information Memorandum.
4 AMARI | Toowong Offer
3.0 Letter from the Responsible Manager
Dear Investor, We are pleased to present the opportunity to participate in Joe Adsett Capital’s first offering, Amari Toowong. A direct private credit opportunity connected to one of the Joe Adsett Group’s premium residential developments in Brisbane offered as part of the Adsett Direct Private Credit Trust. Backed by an integrated model across design, development, construction, sales, and marketing—and a growing project pipeline, Joe Adsett Group established Joe Adsett Capital as its capital-raising arm. Adsett Direct Private Credit Trust provides investors with access to a direct private credit investment vehicle. Amari is a premium, architecturally designed residential development in Toowong, Brisbane, targeted at premium owner-occupiers. The project comprises 16 levels above ground and a two-level basement, with approval for 30 half-floor, three-bedroom residences and the flexibility to amalgamate adjoining residences to create expansive full-floor, fivebedroom apartments.
“Joe Adsett Group has actively progressed Amari to delivery with construction commencing, senior construction finance secured with Australia and New Zealand Banking Group Ltd (ANZ), and project sales of $38.55 million, inclusive of GST.” Eligible investors are offered the opportunity to earn 11.5% per annum, paid quarterly over a term of 28 months secured against the delivery of Amari. The Manager has designed this Offer to support investor protection through a registered mortgage, registered PPSR security agreement, intercreditor deed with ANZ, guarantee from the J&H Adsett Investments Pty Ltd, limiting Amari’s leverage to 75% and working with the delivery team to ensure there are several exit options. Joe Adsett Capital’s Credit Committee has endorsed the creation of the Amari Toowong opportunity following a comprehensive review of the project, the valuation and loan documents. We look forward to partnering with eligible investors on this opportunity.
Corey Alsop Chief Financial Officer and Responsible Manager Joe Adsett Capital
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4.0 Investment Overview
Trust
Adsett Direct Private Credit Trust ABN 34 537 681 321
Trustee
Joe Adsett Capital Pty Ltd ABN 31 694 615 006 / AFSL 700 328
Investment Type
Direct Private Credit
Trust structure
The Trust is an unregistered contributory mortgage wholesale managed investment scheme, structured as a unit trust.
Trust purpose
The Trust provides wholesale and sophisticated investors with access to direct private credit opportunities connected to the Joe Adsett Group’s premium residential apartment development pipeline. The Trust aims to raise funds from eligible investors to provide loans for the Group’s property development projects secured by a registered mortgage over real property. Generally, each loan advanced by the Trust will represent a separate investment opportunity, correspond to a separate class of units in the Trust and be offered under a separate information memorandum issued by the Trustee.
Offer
Amari Toowong Loan Units (Units or Loan Units), a class of units issued in the Adsett Direct Private Credit Trust, are offered under this IM (Offer or Amari Toowong Offer).
Offer Purpose
Funds raised under this Offer will be advanced to Glen Road Pty Ltd ACN 655 134 964 (Borrower) as a secured loan to assist with the costs of Amari (Loan), a premium residential development being undertaken by the Borrower (Amari or Project). The Borrower is part of the Joe Adsett Group.
Key Dates
Offer opens 30 September 2026; Offer closes 30 November 2026 (Closing Date), with the drawdown of funds to the Borrower on 1 December 2026. The Trustee reserve the right to close the Offer early, extend or withdraw the Offer and/or accept late applications.
Purpose
To provide eligible investors with access to a direct private credit opportunity connected to the Amari project.
Issue price
Loan Units will be issued at $1.00 per Unit under this Offer.
Offer Size
The maximum subscription is $12,000,000. The minimum subscription is $5,000,000. The Offer will not proceed unless subscriptions are received for the minimum subscription amount by the Closing Date.
Minimum Investment
$250,000 unless otherwise accepted by the Trustee. Investments for more than this amount must be in increments of $50,000 unless otherwise agreed with the Trustee.
6 AMARI | Toowong Offer
4.0 Investment Overview (Continued)
Target Return
11.5% per annum distributed quarterly, net of fees. Target returns are not guaranteed.
Distributions / payment of return
Distributions are paid 30 days in arrears from the end of the Quarter. Quarters end 31 March, 30 June, 30 September and 31 December.
Investment Term
28 months
Repayment source
Expected to be repaid from apartment settlements and/or other available sources of repayment. As per section 12.
Withdrawals
The Trust is an illiquid investment vehicle. Funds invested in Units will be available for withdrawal upon repayment or partial repayment of the Loan. When funds are available for withdrawal, investors can elect to redeem their corresponding Units and withdraw their capital or invest their capital in other investment offers in the Trust. Investors who wish to withdraw their investment during the investment term, and prior to the repayment or partial repayment of the Loan, should contact the Trustee. The Trustee will seek to redeem an investor’s Units in response to a request, but the Trustee does not guarantee or represent that it will redeem an investor’s Units prior to the end of the investment term. The redemption of an investor’s units in response to such request (if at all) will depend on the Trust having sufficient funds to satisfy the redemption, either from the Trustee finding another investor to replace the redeeming investor, Joe Adsett Group agreeing to provide funding to the Trust or other sources, and any such redemptions (if accepted by the Trustee) may take up to 6 months’ to process.
Transfers
There is no established secondary market. Transfers may be subject to Trustee approval and legal requirements.
Conflicts of interest
A Credit Committee has been established to address the potential conflicts of interest arising from the Trust providing loans for Joe Adsett Group projects, where the Trustee, borrowers and other relevant parties are members of the Joe Adsett Group. The Credit Committee has four members, comprising two independent and external members and two executive members (who are representatives of the Joe Adsett Group), and is responsible for approving and monitoring loans and overseeing recovery and enforcement strategies. Any loan for which the Trust raises capital from investors requires approval by a 75% majority of the Credit Committee and the support of the two independent members.
Risks
The investment involves risks including Borrower default, reliance on project, settlement, valuation, senior lender, liquidity and market risk. Refer to Section 16.
Eligible Investors
Wholesale clients and sophisticated investors only.
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5.0 Key Terms of Loan and Project
Loan Details Borrower
Glen Road Pty Ltd ABN 59 655 134 964
Guarantor
J&H Adsett Investments Pty Ltd ABN 95 674 739 130, the Joe Adsett Group’s parent company.
Loan amount
Between $5,000,000 and $12,000,000. The Loan amount advanced will reflect the funds raised under this Offer.
Loan purpose
The purpose of the Loan is to assist in funding the costs of Amari, a premium residential development being undertaken by the Borrower.
Loan and security documents
• Facility agreement between the Trust and Borrower • Registered mortgage over the project property • Intercreditor deed with ANZ • Corporate guarantee from J&H Adsett Investments Pty Ltd • PPSR security agreement over the Borrower
Loan term
28 months from drawdown (expected to be 1 December 2026).
Interest rate
11.5% per annum, simple interest.
Interest type
Fixed interest.
Target Total Leverage
75%, based on As-Complete Valuation.
Loan repayment
Expected to be repaid from settlement of apartments or on refinance at project completion. The repayment of the Loan is subject to successful completion of the project.
Conditions Precedent
The Credit Committee has approved the creation of the Amari Toowong offer, subject to satisfaction of the Conditions Precedent prior to loan drawdown on 1 December 2026. No funds will be advanced to the Borrower while any Conditions Precedent remain outstanding.
8 AMARI | Toowong Offer
5.0 Key Terms of Loan and Project (Continued)
Project details Project
Amari is a proposed premium residential development comprising a sixteenstorey residential tower above two basement car parking levels. The project has approval for 30 architecturally designed half-floor, three-bedroom residences, with the flexibility to amalgamate adjoining residences to create full-floor, fivebedroom apartments, together with resident amenity across the ground floor and rooftop terrace. As at the date of this IM, one full-floor has been amalgamated.
Location
21-25 Glen Road, Toowong (Brisbane) QLD 4066.
Real Property Description
Lot 1,2 & 3 on Building Unit Plan 5345 & Lot 5 on Registered Plan 45753.
Project End Value
$128 million, inclusive of GST, Gross Realisable ‘As If Complete’ Value (as per independent valuation).
Project Status
• Site acquired; • Development approval received; • Senior bank finance secured with ANZ; • Construction commenced; • Construction price and program confirmed with GRC Quantity Surveyors; • Key trades procured; and • $38.55 million in sales secured, inclusive of GST.
Senior Lender
ANZ (senior construction finance secured and settled).
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6.0 Why This Opportunity
The Amari Toowong Offer has been structured to provide investors with exposure to a private credit investment supported by an advanced residential development project, real property mortgage security and several repayment pathways. While no investment is without risk and neither capital nor returns are guaranteed, the Manager believes the opportunity benefits from a number of characteristics that distinguish it from many early-stage development funding opportunities. ___________________________________________________________
___________________________________________________________
6.1 Advanced Project Delivery Status
6.5 Investor Security Framework
Amari is not an early-stage development opportunity. Site
Investor interests are intended to be supported through
acquisition, development approvals, senior debt funding and construction commencement have already occurred. The construction price and programme have been established, and key trades have been procured, providing
the Loan security, being a registered mortgage and registered PPSR security agreement, and a corporate guarantee from J&H Adsett Investments Pty Ltd, and by an intercreditor deed with the senior lender which will
significantly greater visibility over project delivery.
govern the relationship between the senior lender and the
___________________________________________________________
___________________________________________________________
6.2 Major Bank Support
6.6 Independent Valuation
Construction finance has been secured from a major
The project has an independently assessed Gross
Australian bank, Australia and New Zealand Bank Ltd
Realisable ‘As If Complete’ Value of approximately $128
(ANZ), following its own independent credit, valuation and
million. The Manager believes the relationship between
project due diligence processes. The Manager considers
project value and total debt contributes positively to the
institutional lender participation to be an important
overall risk profile of the investment.
Trust as lenders for the project.
validation of the project’s quality and deliverability. The conditions for drawing the facility with Australia and New Zealand Bank Ltd (ANZ) have been met, with the project being fully funded to completion. ___________________________________________________________
____________________________________________________________
6.3 Strong Pre-Sales Position
6.7 Multiple Repayment and Exit Pathways
$38.55 million of unconditional apartment sales, inclusive
The primary repayment pathway is expected to be
of GST, have already been secured. These pre-sales
settlement of apartments upon completion of the
provide early evidence of market demand for the project
project. Alternative pathways include residual stock
and contribute to the project’s anticipated repayment
refinancing or sale of remaining completed inventory
strategy upon completion. All sales to date have 10%
(if not all apartments are sold by the time the project is completed) and support from the broader Joe Adsett Group where required, subject to the Group having
deposits. ___________________________________________________________
6.4 Conservative Leverage Profile The total project debt position, including both the senior debt facility and the Loan/Amari Toowong investor facility (assuming the maximum Loan amount of $12,000,000), is forecast to represent approximately 75% of the independently assessed ‘As If Complete” project value. This provides an equity buffer of approximately 25% beneath project value (assuming completion) before investors are exposed to potential losses. 10 AMARI | Toowong Offer
surplus funds available.
6.0 Why This Opportunity (Continued) ____________________________________________________________
6.8 Vertically Integrated Delivery Platform The Joe Adsett Group maintains in-house capability across development, architecture and design, construction, sales and marketing and capital management. ___________________________________________________________
6.9 Investment Rationale ✓ Construction already commenced ✓ Major bank senior funding in place ✓ $38.55 million of secured sales, inclusive of GST ✓ Independent project valuation of approximately $128 million, inclusive of GST
✓ Total leverage limited to approximately 75% of ‘As If Complete’ value
✓ 25% equity buffer beneath ‘As If Complete’ value ✓ Registered mortgage security and PPSR security agreement
✓ Corporate guarantee support ✓ Multiple repayment pathways ✓ Experienced vertically integrated delivery team
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7.0 About the Trust and Investment Structure ___________________________________________________________________________________________________________________________
7.1 How Opportunity Works A simple overview of how investors participate in the Amari Toowong opportunity.
1. Investors
2. Trust
Subscribe for Loan Units
Wholesale and sophisticated investors Investors subscribe for Loan Units in the Adsett Direct Private Credit Trust
3. Borrower
Loan Advance
4. Project
5. Security Package Registered Mortgage
Funding supports the project
Adsett Direct Private Credit Trust
Glen Road Pty Ltd
AMARI Toowong
Funds are pooled in the Adsett Direct Private Credit Trust and advanced as a secured loan
The loan is made to Glen Road Pty Ltd, the borrower and owner of the project
Funds are used to construct the AMARI Toowong premium residential development in Toowong Brisbane
Registered second ranking over the project property
Intercreditor Deed Agreement with the senior lender governing enforcement and repayment priorities
Corporate Guarantee Provided by J&H Adsett Investments Pty Ltd
Apartment Settlements Proceeds from sales of completed apartments.
Residual Stock Refinance Refinancing of remaining stock post completion
Other Available Sources Other sources including support from the Joe Adsett Group if required, and subject to the Group have surplus funds available.
PPSR Security Agreement
7. Return to Investors Target return of 11.5% per annum paid Quarterly (not guaranteed) and repayment of capital
6. Repayment Pathways
Registered second ranking security under the Personal Property Securities Register
This diagram is a simplified overview only and does not capture all structure and transaction details. Please refer to this Information Memorandum for full details, including the risk factors that may affect the investment.
12
7.0 About the Trust and Investment Structure (Continued) ___________________________________________________________________________________________________________________________
7.2 Role of the Trust The Adsett Direct Private Credit Trust has been established to provide eligible wholesale and sophisticated investors with access to private credit opportunities connected to selected Joe Adsett Group projects. The Trust enables investors to participate in defined investment opportunities through the issue of Loan Units linked to a specific funding arrangement and a different class of Loan Units will be created for each funding arrangement. Under this Offer, investors subscribe for Loan Units relating to the Amari Toowong opportunity. Funds raised under the Offer are applied in accordance with the Trust Deed, the applicable loan documents and the terms set out in this Information Memorandum.
This Information Memorandum has been prepared specifically for the Amari Toowong Offer and is intended to be read as the complete offer document for this investment opportunity. While Joe Adsett Capital intends to introduce additional investment opportunities under the Adsett Direct Private Credit Trust in the future, those opportunities will be offered via different classes of Units and under separate offer documents and will not affect the performance of the Amari Toowong Loan Units. Investor returns are payable Quarterly in arrears and will be generated from the interest payable on the Loan provided by the Trust for the Amari Toowong project. Subject to the terms of the investment, capital is intended to be paid to investors upon repayment of the Loan. The rate of return, payment methodology and timing of repayment are governed by the Trust Deed, the relevant loan documents and the terms of this Offer.
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8.0 The Offer
The Trustee invites eligible investors to subscribe for Loan Units in the Adsett Direct Private Credit Trust relating to the Amari Toowong opportunity. The Offer is made only to wholesale clients and sophisticated investors as explained below. The Offer seeks to raise up to $12,000,000, with a
investments for more than this amount to be in increments
minimum raise of $5,000,000. The Trustee may accept
of $50,000, unless the Trustee accepts a lower amount in
subscriptions above the maximum or below the minimum,
its absolute discretion.
close the Offer early, extend the Offer, reject applications or accept applications for a lesser amount, subject to the Trust Deed and applicable law.
Applications to invest may be declined in whole or in part by the Trustee. If an application is declined, application monies will be returned in accordance with the Trust Deed
Units will be issued to successful applicants on the business day following the Closing Date and the Loan advanced to the Borrower on the same date. Loan Units will be issued at $1.00 per Unit under this Offer. The indicative minimum investment is $250,000, with
and application terms. Funds raised under this Offer will be advanced to the Borrower as the Loan (and the amount raised will be the same as the Loan amount).
___________________________________________________________________________________________________________________________
8.1 Key Dates Offer Opens
30 September 2026
Offer Closes
30 November 2026
Units issued and Loan advanced
1 December 2026
These dates are indicative only and may change. The Trustee may vary the dates, close the Offer early or extend the Offer without notice.
___________________________________________________________________________________________________________________________
8.2 Eligible investors Only wholesale clients and sophisticated investors are eligible to invest in the Trust. To qualify as a wholesale client an investor must: (a) invest at least $500,000 in this Offer; (b) provide an accountant’s certificate, which is not dated more than 2 years prior to the date of their application, stating that the investor has net assets of at least $2.5 million or has earned a gross income of at least $250,000 in each of the last two financial years; (c) be a company or trust that is controlled by a person who meets the requirements of paragraph (b); (d) a professional investor (which applies if the investor holds an AFSL, is APRA regulated or has or controls at least $10 million worth of gross assets); or
14 AMARI | Toowong Offer
(e) be a related body corporate of a company which is a wholesale client. An investor will be a sophisticated investor where an AFS licensee certifies that the investor’s previous investing experience enables them to assess this Offer and the investor signs a written acknowledgment that they have not been treated as a retail client by the AFS licensee for an investment in this Offer, and the investor provides the certificate and acknowledgment to the Trustee with their application.
9.0 Purpose of the Offer & Use of Proceeds
The Offer seeks to raise up to $12 million through the issue of Loan Units to provide a Loan for the Amari Toowong project. Funds raised under the Offer will be advanced pursuant to a secured loan arrangement to Glen Road Pty Ltd, the project owner. The facility forms part of the broader capital structure
Joe Adsett Group entities have contributed approximately
supporting the project, and investors will benefit from the
$10.6 million of equity to the project (comprising both
agreed security arrangements linked to the Amari Toowong
expenses and costs paid to date and land revaluation
project and the repayment mechanisms outlined in this
following grant of the development approval), representing
Information Memorandum.
approximately 10% of total project funding (assuming the maximum subscription of $12,000,000 is achieved).
Specifically, the Loan will be supported by a security package comprising: •
Registered mortgage over the Amari Toowong project;
•
Registered PPSR security agreement over the Borrower;
•
Intercreditor Deed with Australia and New Zealand Bank Ltd (ANZ);
•
Corporate guarantee from J&H Adsett Investments Pty Ltd.
___________________________________________________________________________________________________________________________
9.1 Use of proceeds & funding breakdown The breakdown of the Borrower’s use of proceeds towards budgeted project costs are summarized below for both the minimum Loan amount of $5 million and the maximum Loan amount of $12 million:
$
$
% of Total Project Costs
(min. Loan)
(max. Loan)
(min. Loan)
(max. Loan)
$96,012,707
$98,021,090
100%
100%
Senior Loan
$75,330,000
$75,330,000
77%
77%
Trust Loan (Amari Toowong capital raise)
$5,000,000
$12,000,000
5%
12%
Joe Adsett Equity
$15,682,707
$10,691,040
16%
11%
Total Funding
$96,012,707
$98,021,040
100%
100%
Total Project Costs Sources of Funding
Joe Adsett Group has ensured that it is contributing a
amount paid from the Loan proceeds by the Borrower to
minimum of 10% of the funding through equity to have
Joe Adsett Group entities for such reimbursement will be
‘skin in the game’ to align interests with investors. Joe
reduced, and those amounts will paid from settlement of
Adsett has already contributed this equity into the project.
apartments or on refinance at project completion, after
Loan proceeds will be used to fund Loan interest for
repayment of the senior construction finance and the Loan.
the 28 month Loan term and to reimburse Joe Adsett Group entities for costs already incurred. If less than the maximum amount sought of $12 million is raised, the 15
10.0 The Amari Project
Amari is a proposed premium residential development at 21–25 Glen Road, Toowong QLD 4066. The approved scheme comprises a sixteen-storey residential tower above two basement car parking levels, with approval for 30 half-floor, three-bedroom residences and the opportunity to amalgamate adjoining residences to create full-floor, five-bedroom apartments. Resident amenity is across the ground floor and rooftop terrace. The project is positioned toward owner-occupiers and downsizers seeking large-format apartments in an established inner-west Brisbane location. The valuation report notes that the project will include
Urban Valuation & Advisory has assessed the project’s
two lifts, 62 residential car spaces, 5 visitor car spaces
Gross Realisation “As If Complete” at $127.85 million
and residential bicycle parking. Ground-floor communal
inclusive of GST, or $116.87 million exclusive of GST under
facilities include lounge, office, gym and mail room, while
the Margin Scheme. The assessed Site Value “As Is” is
rooftop facilities include a cinema, sauna, private dining
$14.50 million exclusive of GST, and the Project Related
room, pool and hot and cold spa amenities.
Site Value is $22.30 million exclusive of GST.
___________________________________________________________________________________________________________________________
10.1 Project summary Property
21–25 Glen Road, Toowong QLD 4066. The property comprises Lots 1, 2 and 3 on Building Unit Plan 5345 and Lot 5 on Registered Plan 45753, with a total site area of 1,073 sqm.
Project
Sixteen-storey residential development above two basement car parking levels, with approval for 30 three-bedroom residences and the flexibility to amalgamate adjoining residences to create full-floor, five-bedroom residences.
Product Mix
3- and 5-bedroom residences
Development Approval
Development Approval was granted by Brisbane City Council on 31 July 2025 for 28 units. A Minor Change approval was granted on 22 May 2026, changing the approved scheme to 30 units over 16 storeys.
Project Status
All previous improvements have been demolished and removed from site, fixed price construction contract signed with JAD Construct, construction has commenced with excavation started, development approval is in place, cost verification has been completed by GRC Quantity Surveyors and marketing has commenced with 8 pre-sales achieved to date.
Indicative End Value
$127.85 million inclusive of GST, or $116.87 million exclusive of GST under the Margin Scheme, as assessed by Urban Valuation & Advisory.
16 AMARI | Toowong Offer
10.0 The Amari Project (Continued) ___________________________________________________________________________________________________________________________
10.2 Project team Property owner
Glen Road Pty Ltd (part of the Joe Adsett Group)
Developer
Joe Adsett Developments (part of the Joe Adsett Group)
Architect
Joe Adsett Architects (part of the Joe Adsett Group)
Builder
JAD Construct (part of the Joe Adsett Group)
Project Sales and Marketing
Joe Adsett Living (part of the Joe Adsett Group)
Valuer
Urban Valuation & Advisory
Quantity Surveyor
GRC Quantity Surveyors
Senior Lender
Australia and New Zealand Bank Ltd (ANZ)
___________________________________________________________________________________________________________________________
10.3 Location Toowong is an established inner-western Brisbane suburb
are expected to support demand from owner-occupiers
located approximately 4 kilometres south-west of the
and downsizers.
Brisbane CBD. The valuation report describes the area
•
The Toowong Village retail and dining precinct;
•
Toowong train station, CityCat ferry terminal and major
as a sought-after mixed-use location with strong access to retail, public transport, community amenities, the University of Queensland and the Brisbane River.
bus routes; •
The subject site benefits from proximity to Laugher Park, Toowong Village, Toowong Train Station, the Regatta Ferry Terminal, local recreational facilities and the Brisbane River bikeway. The location, amenity and transport connectivity
The University of Queensland (St Lucia) and the Wesley Hospital; and
•
The Brisbane CBD via Coronation Drive and the Western Freeway.
17
10. The Amari Project (Continued) ___________________________________________________________________________________________________________________________
10.4 Buyer demographics The valuation report identifies the likely buyer profile
The report also notes that the purchaser profile for pre-
as owner-occupiers and downsizers. This reflects the
sales to date appears to be local buyers, with the majority
project’s large apartment sizes, two-car parking provision,
being owner-occupiers.
premium finishes, functional layouts, lifestyle amenity and proximity to established inner-west Brisbane infrastructure. 4066
4067 St Lucia
Chelmer, Indooroopilly, Taringa
Brookfield Chapel Hill Fig Tree Pocket Kenmore, Pullenvale
Corinda, Graceville, Graceville East, Oxley, Sherwood
19.2%
16.8%
21.9%
30.7%
24.9%
Median age (yrs):
31
25
34
42
38
Separate house (%):
32.4%
33.0%
44.5%
95.0%
71.8%
4+ bedroom dwellings (%):
18.2%
23.4%
28.0%
69.6%
38.8%
Median weekly HH income:
$2,013
$1,761
$2,094
$3,019
$2,239
Owned outright (%):
22.0%
26.6%
28.1%
40.8%
29.3%
55
30
127
120
35
67.7%
43.7%
24.1%
47.0%
80.8%
Auchenflower, Mount Coot-tha, Toowong
Prestige Market Depth
Demographic Profile
Population aged 55+ (%):
Sales $3M-$5M, 2021-Q2’26 (count): Price growth since Q3’21 (%):
4068
4069
4075
Sources: ABS Census 2021, Residential Sales Data – Price Finder Q3 2021-Q2 2026.
This table outlines selected demographic and prestige-
The surrounding catchment combines older household
housing indicators across five inner-west Brisbane
profiles, high levels of outright home ownership and a
postcodes, capturing Toowong, St Lucia, Indooroopilly,
substantial base of larger detached dwellings. These
Taringa, Chelmer, Fig Tree Pocket, Graceville, Sherwood
indicators support the expected demand profile for
and Auchenflower. premium, low-maintenance residences such as Amari. ___________________________________________________________________________________________________________________________
10.5 Project timeline Site acquisition
The site was assembled through acquisitions completed in November 2023 and August 2024 for total consideration of $7.10 million exclusive of GST.
Development approval
Original Development Approval granted 31 July 2025. Minor Change approval granted 22 May 2026 for the current 30-unit, 16-storey scheme.
Construction
Siteworks have commenced. The valuation report adopts a 24-month construction timeframe.
Project sales
Marketing commenced in February 2026, with 8 pre-sales achieved to date. $38.55 million of unconditional apartment sales have already been secured, inclusive of GST.
Project completion
Completion of the development is scheduled for Q3/Q4 2028
Repayment – Q3/Q4 2028
Repayment is expected to be supported by apartment settlements following completion, with residual stock refinancing, sale of remaining inventory available and Joe Adsett Group support as alternative repayment pathways if required and subject to the Group having surplus funds available.
18 AMARI | Toowong Offer
10. The Amari Project (Continued) ___________________________________________________________________________________________________________________________
10.6 Project feasibility The valuation report includes a hypothetical development
The project’s feasibility is based on various assumptions,
analysis supporting the Project Related Site Value and
including about sale prices, costs, timeframes and future
project feasibility. At the adopted Project Related Site Value
matters. Actual costs, revenue, profit and performance
of $22.30 million and assuming the maximum Loan amount
of the project may differ from these assumptions, and
of $12 million, the project reflects a development profit of
the project is subject to known and unknown risks,
$18.8 million, a development margin of 19.2% after interest.
uncertainties and other factors, many of which are outside
The project feasibility is provided for information purposes
the control of the Joe Adsett Group. There can be no
to demonstrate, based on the assumptions underlying the
assurance that the performance of the project will reflect
feasibility, the viability of the project to pay the interest on,
the feasibility or that the estimated development project or
and to repay, the Loan.
margin will be realised.
Project Revenue Gross Realisation “As If Complete” inclusive of GST
$127,850,000
Less: GST
($10,977,273)
Gross Realisation “As If Complete” exclusive of GST
$116,872,727
Project Costs Project Related Site Value
$22,300,000
Construction costs excluding GST
$55,982,230
Contingency allowance at 5.0%
$2,800,000
Professional fees and statutory charges
$2,441,318
Selling and marketing costs
$4,074,073
Finance Costs – Senior Loan
$7,073,419
Finance costs (including fees) – Trust Loan
$3,350,000
Total Project Costs
$98,021,040
Development profit
$18,851,687
Development margin after interest
19.2%
19
11.0 Investor Security & Repayment Strategy ___________________________________________________________________________________________________________________________
11.1 Overview The Credit Committee and the Manager have ensured
•
Registered PPSR Security Agreement: The Trust will have
investors’ interests are aligned to the Joe Adsett Group and
the benefit of a general security agreement over the
supported through a mix of de-risking the project, legal
Borrower’s assets and which is registered on the PPSR.
security, aligning incentives and working through multiple paths to repayment of capital and returns for investors.
•
Intercreditor Deed: Has also been agreed with ANZ to help safeguard investors’ interests. The Intercreditor Deed will govern the relationship between the senior
The key investor security provisions are as follows: •
lender and the Trust, including repayment priorities,
Loan-to-Value Ratio (LVR): The Credit Committee
takeout rights, cure rights, increases in facility limits,
considers the leverage profile sufficiently conservative that residual stock refinancing may provide a viable repayment pathway in downside scenarios. •
information rights and enforcement procedures. •
Corporate Guarantee: - The Joe Adsett Group’s holding company (J&H Adsett Investments Pty Ltd)
Registered Mortgage: Investors will benefit from
will guarantee the Loan, demonstrating the Group’s
the Trust holding a registered mortgage over the
commitment to the project’s success and providing
property and any future titles until its Loan, and their
additional support for investors.
investment, is repaid.
___________________________________________________________________________________________________________________________
11.2 Loan to Valuation Ratio (LVR) The breakdown of the Loan to Value Ratio (LVR) for the project’s debt funding, assuming completion of the project and the maximum Loan amount of $12 million, is as follows:
$
LVR %
$116,872,727
n/a
Senior Loan
$75,330,000
64%
Trust Loan (Amari Toowong capital raise)
$12,000,000
11%
Total Debt Facilities (excluding interest)
$87,330,000
75%
Gross Realisation “As If Complete” exclusive of GST (as per Urban Valuer Report) Debt Facilities
Scenario
As-Complete Value
Total Debt
Implied LVR
Equity Buffer
Valuation Case
$116.87m
$87.33m
75%
$29.54m
5% reduction
$111.03m
$87.33m
79%
$23.7m
10% reduction
$105.19m
$87.33m
83%
$17.86m
15% reduction
$99.34m
$87.33m
88%
$12.01m
20% reduction
$93.50m
$87.33m
94%
$6.17m
The LVR limit of 75% will apply when the Loan is advanced and throughout the term of the Loan as the senior loan will be advanced on a cost to complete basis as the project progresses. 20 AMARI | Toowong Offer
11.0 Investor Security & Repayment Strategy (Continued) ___________________________________________________________
___________________________________________________________
11.3 Repayment pathway(s)
11.4 Enforcement and Recovery
Investors benefit from multiple repayment pathways for the
In the event of borrower default, enforcement rights may
Loan, providing flexibility and reducing repayment risk:
be exercised in accordance with the loan documents,
Apartment Sales on Completion The primary repayment source is the sale of apartments upon project completion or, if not all apartments are sold at the time of project completion, the sale of remaining apartments following project completion. The Joe Adsett Group is committed to an orderly sell-down strategy, with sale proceeds applied to the repayment of all project debt.
mortgage, guarantee, intercreditor arrangements and applicable law. The Trust will have the right, subject to the terms of the Intercreditor Deed, to cure certain borrower defaults and remedy breaches that may otherwise give rise to enforcement action by the senior lender. The Trust will also benefit from defined information, consultation and participation rights in relation to specified enforcement and recovery matters, ensuring that investor interests are represented throughout any workout or
Residual Stock Loan Refinancing Should apartment sales be slower than anticipated, the Borrower has a further repayment option through refinancing. Based on current pre-sales levels (as at the date of this Information Memorandum) and prevailing residual stock lending markets, the remaining project debt can be refinanced upon completion of the project within typical market LVR parameters of 60% to 70%. Joe Adsett Group Equity Support at Maturity
enforcement process. Proceeds recovered from enforcement would generally be applied in the following order: (1) enforcement and recovery costs; (2) repayment of senior lender debt; (3) payment of senior lender interest and costs; (4) repayment of Trust debt; (5) payment of accrued Loan interest (and therefore investor returns); and (6) payment of any surplus to the borrower or other entitled parties. The senior lender will be repaid first from proceeds as they will step in to finish the project if there is an event
In the event apartment settlements are insufficient to fully
of default. The Trust will have participation rights and
repay project debt, the Joe Adsett Group has committed
information rights in the event the senior lender steps in
to, subject to the Group having surplus funds available,
to finish the project.
deploying equity from its broader development portfolio to cover any shortfall and ensure all project debt is repaid.
Investors should note that the Trust security will rank behind the senior lender and investor outcomes may be
Together, these repayment pathways provide investors
impacted by the recovery value available after satisfaction
with multiple sources of repayment, helping to mitigate
of senior debt obligations. Notwithstanding this ranking,
execution and settlement risk.
the Intercreditor Deed will provide the Trust with rights to receive notice of material defaults, cure specified defaults, and participate in discussions regarding material enforcement actions affecting the security property and recovery strategy.
21
12.0 Credit Assessment and Governance ___________________________________________________________
___________________________________________________________
12.1 Credit Committee responsibilities
12.4 Valuation review requirements
The Credit Committee provides independent oversight of
Independent valuation reports form a key component
all lending and investment activities undertaken by Joe
of the credit approval process. The Credit Committee
Adsett Capital and its associated investment vehicles
reviews the project’s assessed value, market assumptions,
(including the Trust). The Committee’s primary objective is
feasibility outcomes, leverage profile, downside
the protection of investor capital through disciplined credit
sensitivities and the adequacy of the proposed security
underwriting, ongoing risk management and independent
package relative to the amount being advanced.
investment review. The Credit Committee comprises four members, two
___________________________________________________________
independent and external members and two executive
12.5 Security review process
members (being representatives of the Joe Adsett Group).
Prior to approval, the Credit Committee reviews the proposed security structure, including:
___________________________________________________________
•
mortgage security;
12.2 Approval process
•
intercreditor arrangements;
No investment may be funded without Credit Committee
•
guarantees and support undertakings;
approval. The Committee has authority to approve
•
covenant protections; and
•
relevant legal documentation
or reject lending opportunities, impose conditions of approval, and oversee material amendments, restructures and recovery actions. Approval requires a 75% majority and support from at least two Independent Members. A quorum requires all four members to be present, including at least two Independent Members. ___________________________________________________________
Where a transaction involves a related party, the Committee will undertake enhanced review procedures and may require additional independent advice, conflict disclosures or supporting evidence. The Committee also considers security enforceability, recovery prospects and the expected position of investors in an enforcement scenario.
12.3 Investment criteria
___________________________________________________________
In assessing an investment opportunity, the Credit
12.6 Ongoing covenant monitoring
Committee considers:
Following approval, the Credit Committee monitors loan
•
borrower financial capacity and track record;
•
project feasibility and delivery risk;
throughout the investment term.
•
independent valuation reports;
Ongoing monitoring may include review of:
•
security quality and ranking;
•
construction progress;
•
repayment and exit strategies;
•
sales performance;
•
identified risks and mitigating factors;
•
borrower reporting;
•
covenant package and monitoring requirements; and
•
valuation assumptions;
•
consistency with the Trust’s investor protection principles
•
senior lender requirements;
•
covenant compliance; and
•
repayment strategy execution.
The Committee also considers whether the proposed investment aligns with the Trust’s core investment principles of capital preservation, independent judgement, transparency, accountability and fair treatment of investors.
22 AMARI | Toowong Offer
performance, covenant compliance and emerging risks
The Committee may request additional information or reporting from the borrower where considered necessary to protect investor interests.
12.0 Credit Assessment and Governance (Continued) ___________________________________________________________
12.7 Default management and recovery Where a borrower defaults, or there is a material deterioration in the credit profile of an investment, the Credit Committee oversees recovery and enforcement strategies. This may include engagement with the borrower, restructuring discussions, enforcement of security, coordination with senior lenders and implementation of recovery plans. The Committee’s objective is to maximise recoveries and protect investor capital while ensuring all actions are
___________________________________________________________
12.9 Risk-Adjusted return assessment The Credit Committee assesses whether each loan investment provides an appropriate risk-adjusted return having regard to factors including borrower quality, project status, valuation support, leverage, security ranking, repayment pathways, market conditions and investor protections. For the Amari Toowong opportunity, this assessment included consideration of: •
advanced project delivery status;
•
independent valuation support;
•
senior lender participation;
___________________________________________________________
•
existing pre-sales;
12.8 Conflict of interest management
•
second-ranking registered mortgage security;
The Credit Committee manages conflicts of interest
•
second-ranking PPSR registered security agreement;
within the investment structure by requiring all actual
•
intercreditor arrangements;
•
corporate guarantee support; and
•
multiple repayment pathways.
undertaken in accordance with applicable loan documents, security arrangements and legal requirements.
and potential conflicts to be disclosed, recorded and considered before any approval decision is made. Where the borrower, developer, builder, architect, sales agency or other service provider is a related party of the Joe Adsett Group, the Committee applies enhanced scrutiny to ensure the transaction is assessed on its merits, supported by independent valuation and legal documentation, and structured on commercial terms that
The Credit Committee considers these factors collectively when determining whether the target investor return is appropriate relative to the risks associated with the investment.
are consistent with investor protection principles. Independent Committee members are expected to participate in the review and approval process, and conflicted members may be required to abstain from decision-making where appropriate. This governance framework is intended to ensure that investor interests remain central to the assessment, approval, monitoring and any enforcement or recovery action associated with the investment.
23
13.0 Valuation and Risk Management ___________________________________________________________________________________________________________________________
13.1 Independent valuation An independent valuation report has been prepared by
The valuation assesses the project on multiple bases,
Urban Valuation & Advisory Pty Ltd for the Amari project
including Site Value “As Is”, Project Related Site Value
at 21–25 Glen Road, Toowong QLD 4066. The valuation
and Gross Realisation “As If Complete”. These valuation
is dated 4 June 2026, with the report issued on 26 June
measures provide a framework for assessing the
2026, and was prepared for first mortgage security
underlying security position, project feasibility, leverage,
purposes. The valuation was undertaken by Certified
repayment capacity and downside risk profile of the Amari
Practising Valuers Robert McEvoy and Jamie Macdonald.
Toowong opportunity.
Valuation Metric
Assessed Value
Site Value “As Is”
$14,500,000 exclusive of GST
Project Related Site Value
$22,300,000 exclusive of GST
Gross Realisation “As If Complete”
$127,850,000 inclusive of GST
Gross Realisation “As If Complete”
$116,872,727 exclusive of GST
The valuation report adopts the Direct Sales Comparison
The valuation report is also subject to assumptions,
approach for the Site Value “As Is”, a Hypothetical
qualifications, reliance limitations and a validity period.
Development Analysis for the Project Related Site Value
It should not be read as a guarantee of value, liquidity,
and Direct Sales Comparison for the Gross Realisation “As
repayment or investor return. The Trustee and Credit
If Complete”. The report also considers project feasibility,
Committee use the valuation as one input in their broader
comparable apartment sales, comparable development
credit assessment, together with project documentation,
site sales, cost verification, pre-sales, market conditions,
cost verification, senior lender requirements, security
construction timing and sensitivity analysis.
documentation and ongoing monitoring.
For investor assessment purposes, the independent valuation supports the stated project end value and provides a reference point for the total leverage position. Based on the current funding structure, total debt (assuming the maximum Loan amount of $12 million) is intended to be limited to approximately 75% of the independently assessed “As If Complete” value, providing an equity buffer beneath the assessed valuation before investor capital is exposed to loss. Investors should note that valuations are opinions based on assumptions, market evidence and conditions at the valuation date. Actual sale prices, settlement outcomes, refinancing outcomes or recovery values may differ from the assessed values, particularly if market conditions change, project timing varies, construction costs increase, purchasers fail to settle, or enforcement occurs.
24 AMARI | Toowong Offer
13.0 Valuation and Risk Management (Continued) ___________________________________________________________________________________________________________________________
13.2 Risk assessment and mitigation The Manager and Credit Committee have assessed the Amari Toowong opportunity by reference to the key risks typically associated with private credit exposure to a residential development project. These include delivery risk, cost risk, sales and settlement risk, valuation risk, market risk, refinancing risk, senior lender priority and related-party risks. The project is not risk free and investor capital and returns are not guaranteed; however, the structure includes a number of mitigants intended to reduce the probability and potential severity of adverse outcomes.
Key mitigants to the risk of the Borrower being unable to repay the Loan and/or to pay interest on the Loan include the advanced status of the project, development approval, construction commencement, senior bank funding, independent valuation support, cost verification, project contingency, existing pre-sales, second-ranking mortgage security, intercreditor arrangements, corporate guarantee support and ongoing monitoring by the Manager and Credit Committee. These mitigants should be considered together with the risks described in Section 16.
Risk
Mitigation / Control
Construction and delivery risk
Construction has commenced, the construction programme has been adopted in the valuation and delivery is managed by the integrated Joe Adsett Group platform. Progress is expected to be monitored through project reporting, costto-complete reviews and senior lender requirements.
Cost overrun risk
Construction costs have been reviewed by GRC Quantity Surveyors and a 5.0% contingency allowance has been included. The Credit Committee may review cost-to-complete information and material variations during the loan term.
Sales and settlement risk
The project has achieved pre-sales and the valuation adopts a staged sales programme over the construction and post-completion period. The target purchaser profile is owner-occupiers and downsizers, supported by large apartment sizes, two-car parking, premium amenity and the Toowong location.
Valuation risk
Urban Valuation & Advisory has prepared an independent valuation assessing the Site Value “As Is”, Project Related Site Value and Gross Realisation “As If Complete”. The valuation is one input into credit assessment and is considered together with leverage, pre-sales, cost verification and repayment strategy.
Leverage and downside risk
Total debt (assuming the maximum Loan amount of $12 million) is intended to be limited to approximately 75% of the independently assessed “As If Complete” value, creating an equity buffer beneath the valuation before investor capital is exposed to loss and assuming completion of the project. This buffer may reduce if values fall, costs increase or recoveries are delayed.
Senior lender priority risk
Intercreditor arrangements are intended to define rights between the senior lender and the Trust, although senior lender obligations will generally rank ahead of the Trust’s Loan in an enforcement scenario.
Refinancing risk
The primary repayment pathway is apartment settlements. Alternative pathways include residual stock refinancing, sale of remaining completed inventory and support from the Joe Adsett Group where available.
Market risk
The valuation report notes supportive fundamentals for well-located, premium Brisbane apartments, including constrained supply and strong owner-occupier demand. Market risk remains if interest rates, buyer confidence, construction conditions or apartment values deteriorate.
Related-party and governance risk The Credit Committee Charter requires conflict disclosure, enhanced review of related-party transactions and independent judgement. The Credit Committee oversees approval, monitoring, amendments, restructures and recovery actions. Guarantor support risk
A corporate guarantee from the Joe Adsett Group’s holding company provides additional support, but its value depends on the guarantor’s financial capacity at the time support is required. The guarantee should not be treated as a substitute for project performance or security value. 25
14.0 About Joe Adsett Capital ___________________________________________________________________________________________________________________________
14.1 Overview Joe Adsett Capital is the investment platform of the
Joe Adsett Capital holds AFSL 700 328 which authorises
Joe Adsett Group and has been established to provide
it to provide the financial services associated with
sophisticated and wholesale investors with access to
operating the Trust. The Joe Adsett Group has in-house
direct private credit opportunities connected to the
capability across architecture, development, construction,
Group’s premium residential pipeline.
sales and marketing. This integrated model provides
Joe Adsett Capital was formed following interest from clients, buyers and associates of the Joe Adsett Group
direct visibility over project fundamentals, design intent, delivery pathway and market-facing strategy.
who wished to invest in selected Joe Adsett projects. The platform is intended to support the Group’s pipeline while providing eligible investors with clear terms, project visibility and a defined security and repayment pathway. ___________________________________________________________________________________________________________________________
14.2 Management structure Trustee
Joe Adsett Capital Pty Ltd, the trustee of the Trust, is responsible for the operation of the Trust.
Further Information
www.joeadsettcapital.com.au
___________________________________________________________________________________________________________________________
14.3 Credit committee The Credit Committee comprises two external and independent members and two executive members. The Credit Committee is governed by the Joe Adsett Capital Credit Committee Charter. The role of the Credit Committee is outlined in Section 12.
Independent Member
Independent Member
Emma is Managing Director of Venerdi Finance &
Malcolm has significant experience in the Banking
Property Group and brings extensive experience
and Finance industries across all states of Australia.
across property finance, capital raising, investment
He holds a Bachelor of Commerce degree.
Emma Fynes-Clinton
management and corporate advisory. With a career spanning banking, funds management, structured finance and property development. Emma has held senior executive roles within Australian financial institutions and has significant board and governance experience across the corporate and not-for-profit sectors. She holds a Bachelor of Economics (Honours) from UQ, a Master of Business (Accounting) from QUT, a Graduate Diploma in Applied Finance and Investment, and is a Graduate of the AICD. 26 AMARI | Toowong Offer
Malcolm Wilson
After joining the ANZ Banking Group in Brisbane in 1997, he held a number of senior credit leadership roles. Most recently, Malcolm was the National Director Property Credit where he was responsible for the assessment, approval and management of a broad range of residential and commercial property development and investment projects, for both the Corporate and Institutional banking divisions. Since leaving the ANZ Banking Group in December 2023 he has undertaken government and private advisory work in the residential and commercial property fields.
15.0 Joe Adsett Group ___________________________________________________________________________________________________________________________
15.1 Key personnel
Joe Adsett
Corey Alsop
Director
Chief Financial Officer
Joe Adsett is the Founder and Director of Joe Adsett
Corey Alsop leads the Group’s financial strategy and
Group, an architect-led, vertically integrated residential
performance, overseeing finance across projects,
development business focused on premium design and
investments and business operations.
disciplined delivery.
Key points:
Key points:
•
• •
management and disciplined commercial decision-making.
More than 25 years’ experience in high-quality residential development.
•
office, multi-residential development and property
and key decisions from concept to completion.
funds management.
Registered architect with first class honours from QUT.
•
Recognised nationally, including finalist nominations for Property Developer of the Year and Architect of the
•
Played a key role in structuring and securing more than $2 billion in debt and capital.
•
Holds a Bachelor of Business and Master of Applied Finance.
Year at the Urban Developer Awards.
•
Extensive experience across retail, commercial,
Leads project vision, site identification, design direction
•
•
Responsible for funding structures, financial risk
Recipient of multiple industry awards for
•
Chartered Accountant.
residential design.
•
Responsible manager on Joe Adsett Capital’s AFSL.
Responsible manager on Joe Adsett Capital’s AFSL.
Corey is an executive member of the Credit Committee.
Joe is an executive member of the Credit Committee.
Matthew Crook
Robert Beacroft
Development Director
Head of Construction
Matthew Crook is Development Director, with experience across residential development, site acquisitions, construction and project delivery. Key points: •
More than 12 years’ experience across development, acquisitions and construction.
•
Responsible for aligning feasibility, procurement and construction outcomes across Group projects.
•
Combines commercial acumen, financial management and delivery expertise.
•
Holds a Bachelor of Business Management from the University of Queensland and an Advanced Diploma of Construction Management.
•
Has been with Joe Adsett for more than 6 years and has delivered Rockpool, Botanic and Lagune.
Robert Beacroft is Head of Construction, with extensive experience delivering high-end residential and multiresidential projects. Key points: • More than two decades’ experience in the construction industry. • Led delivery of landmark developments across South East Queensland. • Experience spans planning, procurement, on-site delivery and completion. • Delivered more than $2 billion in projects across South East Queensland. • Project Manager for Joe Adsett Group’s Rockpool Rainbow Bay development in 2025. • Combines contractor-side and client-side experience with a practical, quality-focused delivery approach. 27
15.0 Joe Adsett Group (Continued)
Joanne Blaszczyk
Ella Hilton
Head Of Design
Head of Sales and Marketing
Joanne Blaszczyk is Head of Design and a registered
Ella Hilton leads sales and marketing, overseeing
architect specialising in high-end multi-residential design
strategic positioning, launch and delivery of the Group’s
and delivery.
residential projects.
Key points:
Key points:
•
•
Registered architect with more than
development sales and marketing.
14 years’ experience. •
Specialises in high-end multi-residential projects from
•
Experienced in planning frameworks across
Led major off-the-plan projects from early positioning through completion and settlement.
concept to completion. •
More than 12 years’ experience in property
•
Played a key role in more than $1 billion of project value, including with ASX200 property companies.
Queensland, New South Wales and Victoria. •
International experience in Dubai.
•
Holds a Bachelor of Business majoring in Marketing.
•
Background includes tenure with leading architectural
•
Holds a Diploma in Project Management.
practices such as Rothelowman.
•
Actively involved across all aspects of sales and marketing delivery.
___________________________________________________________________________________________________________________________
15.2 Track record The Joe Adsett Group has delivered a series of
Current pipeline projects include Amari (Toowong), Arcilla
architecturally distinct premium residential projects across
(New Farm) and Palais (Bulimba).
South-East Queensland: •
Rockpool, Coolangatta (Rainbow Bay) — $100m, 21 oceanfront apartments (completed 2025)
•
Lagune, Moffat Beach — $26m, 5 full-floor oceanfront apartments (completed 2025)
•
Botanic, New Farm — $37.5m, 16 owner-occupier apartments (completed 2022)
•
Jardin, Hamilton — $10m, 9 boutique freehold houses (completed 2018)
•
Brick Lane on Florence, Teneriffe — $17.5m, 18 owneroccupier apartments (completed 2017)
28 AMARI | Toowong Offer
These projects reflect the Group’s focus on design integrity, premium residential positioning and disciplined delivery. Amari benefits from this capability across design, development, construction, sales and marketing.
16.0 Risks
All investments involve risk. An investment in the Trust
The Manager will seek to manage risks but cannot
and this Offer is speculative, illiquid and suitable only
eliminate them. Investors may receive less than the target
for investors who understand and can tolerate the risks
return, may experience delayed repayment, and may lose
associated with private credit, property development and
some or all of their capital.
second-ranking security. No guarantee of return or capital
The target return and repayment of capital are not guaranteed. Actual outcomes may differ from target outcomes.
Borrower default risk
The Borrower or guarantor may fail to meet its obligations under the loan or funding documents.
Second-ranking security risk
The Trust’s security will rank behind the senior lender. The senior lender will have priority in enforcement and recovery scenarios.
Senior lender risk
Actions taken by the senior lender, including enforcement, variation or waiver decisions, may affect the Trust and investors.
Reliance on project risk
The repayment of the Loan will depend on successful completion of the project.
Construction and delivery risk
Construction may be delayed or cost more than expected due to contractor, trade, weather, supply chain, regulatory or other factors.
Settlement and purchaser risk
Purchasers may default or settlements may be delayed, affecting the repayment pathway.
Market and sales risk
Changes in residential market conditions may affect sales values, sales rates and settlement outcomes.
Valuation risk
Valuations are based on assumptions and may not reflect achievable values in a changed market or enforcement scenario.
Liquidity risk
There is no established secondary market for Units. Investors should expect to remain invested for the full term.
Concentration risk
The opportunity is connected to a single loan relating to a single project. Adverse events affecting Amari or the Joe Adsett Group may have a material effect on the Loan and the performance of an investment in Loan Units.
Related party risk
The Trustee, Borrower, builder, architect and sales agency are members of, or related to, the Joe Adsett Group. Conflicts of interest must be managed in accordance with the Credit Committee Charter, conflict policies and applicable law and a failure to appropriately manage the risks associated with related party dealings may adversely impact investors.
Corporate guarantee risk
A guarantee is only valuable to the extent the guarantor has capacity to meet its obligations when required.
Legal and documentation risk
The rights of investors depend on the final Trust Deed, loan agreement, security documents and related legal arrangements.
Regulatory and tax risk
Changes in laws, regulation, tax treatment or policy may affect the Trust, the project or investors. 29
17.0 Fees and Costs
There are fees and costs associated with the Offer and the operation of the Trust. Unless otherwise stated, all fees in this IM are exclusive of GST.
Establishment fee
0.5% of the Loan Amount charged as a one-time fee. Borrower to incur.
Loan management fee
0.5% per annum of the Loan Amount charged monthly in arrears. Borrower to incur.
Legal, valuation and due diligence costs
Borrower to incur.
Ongoing administration, accounting and tax costs
Trustee to incur.
The establishment fee and loan management fee are payable by the Borrower to the Trustee and are not intended to be deducted from the interest paid on the Loan. Similarly, the Trustee intends to pay administration and related costs from the fees it receives or its other resources, and not from the Loan interest. However, the Trustee is entitled to be paid fees, and recover Trust expenses, in priority to the payment of returns, and repayment of investment capital, to investors.
30 AMARI | Toowong Offer
18.0 Reporting & Investor Communications
The Manager intends to provide investors with periodic updates regarding the Trust, Loan and the project. Reporting is expected to include: •
quarterly project updates
•
material event notifications
•
construction and sales progress updates
•
annual tax reporting information
•
final repayment reporting on maturity of the investment.
The timing and content of reporting may vary depending on project circumstances and regulatory requirements.
31
19.0 Overview of Key Documents
Investors should read this IM together with the key documents relevant to the Trust, Loan and the Offer which are available by contacting the Trustee. The Trust Deed will set out the rights and obligations of the Trustee and investors. If there is any inconsistency between this IM and the Trust Deed, the Trust Deed will prevail to the extent of the inconsistency.
Trust Deed
Establishes the Trust and sets out the rights and obligations of the Trustee and Unitholders.
Application Form
Used by investors to apply for Loan Units in the Trust (Appendix A).
Eligibility Certificate
Confirms investor eligibility where required under the Corporations Act (Appendix B).
Loan / Funding Documents
Set out the terms of the funding arrangement, interest, repayment obligations, borrower obligations and events of default.
Security Documents
Set out the security package, comprising the mortgage, security agreement, intercreditor deed and corporate guarantee.
AML/CTF Documents
Support identification, verification and compliance obligations (Appendix C).
32 AMARI | Toowong Offer
20.0 Additional Information ___________________________________________________________
___________________________________________________________
20.1 Conflicts of interest
20.5 No guarantee
The Borrower, developer, builder, architect, sales and
Neither the Trustee nor any related party guarantees the
marketing entities and certain service providers are related entities within the Joe Adsett Group. The Trustee
performance of the Trust, the repayment of capital or the payment of any target return.
and Credit Committee will seek to identify and manage conflicts of interest in accordance with the Trust Deed,
___________________________________________________________
governance policies, Credit Committee Charter and
20.6 Taxation
applicable law.
The Trustee does not provide financial or tax advice
Independent Credit Committee members are required to
and has not obtained taxation advice specific to the
participate in investment approval and oversight processes.
Offer. Investors must take full responsibility for the
Related party arrangements are intended to be conducted
taxation implications of their investment and should
on arms-length commercial terms where applicable.
obtain independent tax advice that takes their own circumstances into account.
___________________________________________________________
20.2 Valuations Valuations and indicative end values are based on assumptions and market conditions at a particular point in time. Actual values may differ from valuation assumptions and may be affected by market conditions, sales performance, settlement outcomes and project delivery. ___________________________________________________________
____________________________________________________________
20.7 FATCA and CRS Investors may be required to provide information to enable the Trustee to comply with FATCA, CRS and other applicable taxation reporting obligations. The Trustee may be required to disclose information to relevant taxation authorities in accordance with applicable law.
20.3 Privacy
____________________________________________________________
The Trustee and its service providers may collect
20.8 Tax File Number (TFN)
personal information from applicants for the purpose of processing applications, administering the Trust and complying with legal and regulatory obligations. Personal information will be handled in accordance with the Privacy Act 1988 (Cth) and the Trustee’s privacy policy, which is available at (https://www.joeadsettcapital. com.au/) or available, free of charge, by contacting the Trustee. In some circumstances, the Trustee may disclose Investor’s personal information to its related parties or
Investors can choose whether to provide their TFN on the Application Form. If a TFN is not provided or exemption claimed, the Trustee is required to deduct tax at the highest marginal rate, plus the Medicare Levy, from an investor’s distributions. The Trustee is authorised to collect TFNs under Australian tax law. Investors who are business taxpayers may provide the Trustee with an ABN instead of a TFN.
service providers that perform a range of services on the Trustee’s behalf and which may be located overseas. Applicants may request access to, or correction of, personal information held about them. ___________________________________________________________
20.4 Anti-money laundering and counterterrorism financing Applicants must provide identification and verification information required under applicable AML/CTF laws and policies. The Trustee may decline an application, request additional information, delay issuing Units or block or delay transactions until satisfactory information has been provided. 33
21.0 How to Apply
To apply for Loan Units in the Trust, eligible investors should: 1. Read this IM and Trust Deed in full, including the Important Information and Risks sections. 2. Obtain independent financial, legal and taxation advice. 3. Confirm eligibility as a Wholesale Investor or Sophisticated Investor. 4. Complete the Application Form (Appendix A) and Eligibility Certificate (Appendix B). 5. Provide AML/CTF identification documents (Appendix C). 6. Submit the completed documents to the Trustee before the Offer closes. 7. Transfer application monies in accordance with the payment instructions provided by the Trustee, only after verifying payment details directly with the Trustee. The Trustee may accept or reject any application in whole or in part in its absolute discretion. If an application is rejected, application money will be returned to the applicant. Interest will not be paid on application money.
34 AMARI | Toowong Offer
22.0 Glossary
AFSL
Australian financial services licence.
Amari / Project
The premium residential development located in Toowong, Brisbane described in this IM.
ANZ
Australia and New Zealand Banking Group Limited or the relevant senior lender entity, as applicable.
Application Form
The application form attached to or accompanying this IM (Appendix A).
Borrower
Glen Road Pty Ltd ACN 655 134 964, part of the Joe Adsett Group.
Closing Date
30 November 2026 or such earlier or later date as the Trustee determines to close the Offer.
Corporations Act
Corporations Act 2001 (Cth).
Direct Private Credit
A private credit investment providing eligible investors with exposure to a defined funding opportunity, rather than a pooled diversified mortgage fund.
Gross Realisable Value / GRV
The estimated gross sales value of the completed project before deductions, inclusive of GST.
IM
This Information Memorandum.
Joe Adsett Group
The corporate group of which J&H Adsett Investments Pty Ltd ABN 95 674 739 130 is the parent company.
Loan
The secured loan to be made by the Trustee to the Borrower, using proceeds from the issue of Units, to assist fund the costs of the Project.
Loan Unit / Unit
The Amari Toowong loan class of units in the Trust offered under this IM in respect of the Amari opportunity.
Manager
Joe Adsett Capital Pty Ltd ACN 694 615 006 AFSL 700 328.
Offer or Amari Toowong Offer
The offer of Loan Units under this IM.
PPSR
Personal Property Securities Register, the Australian government database for recording security interests over assets (excluding real estate).
Quarterly
Each three month period ending 30 September, 31 December, 31 March and 30 June in a financial year.
Sophisticated Investor
A person who satisfies the sophisticated investor requirements under section 761GA of the Corporations Act.
Trust
Adsett Direct Private Credit Trust.
Trust Deed
The deed establishing and governing the Trust.
Trustee
Joe Adsett Capital Pty Ltd ACN 694 615 006 AFSL 700 328.
Unitholder
A holder of units in the Trust.
Wholesale Investor / Wholesale Client
A person who qualifies as a wholesale client within the meaning of section 761G of the Corporations Act. 35
Appendix A: Application Form
Amari Toowong class of Loan Unit issued in the Adsett Direct Private Credit Trust This Application Form is to be completed by investors who wish to apply for Loan Units as part of the Offer made through the Information Memorandum for the Adsett Direct Private Credit Trust dated 30 September 2026. You should read the IM in full before completing this Application Form. It contains important information about the Offer and the Loan Units. Complete this form to help us meet our obligations under the Anti‑Money Laundering and Counter‑Terrorism Financing Act 2006 (Cth) (AML/CTF Act). An onboarding form must be completed for each person requesting the service. We may also need to request further information from you.
Application amount I/We apply for $ (of Loan Units at $1.00 per Loan Unit): Minimum investment of $250,000 and in subsequent increments of $50,000
Application type Individual
Trust
Partnership
Company
Super Fund
Other
Distribution / repayment payment details Please make payments to the following account: Financial institution: BSB: Account name: Account number:
Method of payment Direct deposit to: Bank:
Commonwealth Bank
Account name:
JOE ADSETT CAPITAL PTY LTD AS TRUSTEE FOR ADSETT DIRECT PRIVATE CREDIT TRUST
BSB:
064-000
Account number:
1703 8892
When depositing funds please include the reference ‘AMARI – YOUR NAME OR INVESTING ENTITY’ to enable us to identify the funds.
36 AMARI | Toowong Offer
Appendix A: Application Form (Continued)
Reporting to investor Please indicate your preferred method to receive communications about your investment. Email Primary email address: Secondary email address: Post Postal address:
Where an adviser’s contact details are provided below, the Trustee will also report directly to that adviser.
Adviser use only By providing your adviser details, you certify that you are appropriately authorised to provide financial services in relation to this product. Dealer name: Dealer code: Adviser name: Adviser code: Adviser email address: Adviser contact phone number:
37
Appendix A: Application Form (Continued)
Declaration and signing By completing, signing and lodging this Application Form, you agree that: •
•
professional advice regarding the legal, taxation and financial implications of investing in the Loan
You have read in full and understood the IM to
Units and in the Trust generally.
which this Application Form relates. • •
The details you have inserted into the
•
representations made by anybody (including the
You will be bound by the Trust Deed and the
Trustee or the Joe Adsett Group their officers, employees or agents) prior to applying, other than those representations made in this IM.
(as explained in the IM).
•
You are a wholesale client as defined in
•
an investment in or a deposit of or other liability
sophisticated investor under section 761GA of
of the Trustee, and an investment is subject to
the Corporations Act.
investment risk, including possible delays in
If you are a sole signatory signing on behalf of
repayment and loss of income and capital invested.
sole director and sole secretary of the company
•
the company. If you are investing as trustee, on behalf of a
applications for units in the Trust. •
with any applicable law, including the Anti-Money
that you are acting in accordance with your
Laundering and Counter-Terrorism Financing
designated powers and authority under the trust
Act 2006 (AML/CTF Act), the United States
deed. In the case of a superannuation fund, you
Foreign Account Tax Compliance Act (FATCA) and
also confirm that it is a complying fund under the If you sign this Application Form under a power
Common Reporting Standards (CRS). •
You have provided all documentation requested for AML/CTF investor identification purposes
of attorney, a certified copy of the power of
(Appendix B).
attorney is submitted with this Application Form, which as at the date of this application has not
If requested by the Trustee, you will provide information the Trustee requires in order to comply
superannuation fund or a trust, you confirm
Superannuation Industry (Supervision) Act.
You authorise the Trustee to use the TFN, ABN or exemption provided (if any) for all future
or as duly authorised representative or agent of
•
Monies invested in the Trust do not represent
section 761G of the Corporations Act or a
a company, you confirm that you are signing as
•
You have not relied on any statements or
Application Form are complete and accurate. terms on which the Loan Units are being issued •
You have had the opportunity to seek independent
•
You are not a ‘politically exposed’ person or
been revoked.
organisation for the purpose of the AML/CTF
•
You are over the age of 18.
Act and will notify the Trustee if you become a
•
You have made an offer for Loan Units in the Trust and that offer cannot be revoked.
•
The Trustee may accept or reject this application
‘politically exposed’ person or organisation for the purposes of the AML/CTF Act. •
information in accordance with the Privacy Act
in whole or in part. •
You may not be allocated any Loan Units, and the Trustee has absolute discretion to allocate Loan Units as it sees fit.
38 AMARI | Toowong Offer
You consent to the handling of your personal 1988 and the Trustee’s privacy policy.
•
If an adviser’s details are provided in this Application Form, the Trustee is authorised to provide information directly to that adviser.
Appendix A: Application Form (Continued)
Please note This Application Form must not be handed out or used unless accompanied by the IM. If received through electronic means, you declare you received the Application Form accompanied by or attached to a copy of this IM. Loan Units in the Trust will only be issued on receipt of an Application Form issued together with the IM. Dated: Name of Applicant #1: Signature of Applicant #1:
Position of applicant (if applicable):
Sole Director
Director
Trustee
Company Secretary (company investments only)
Director
Trustee
Name of Applicant #2: Signature of Applicant #2: (if joint applicants, both must sign)
Position of applicant (if applicable):
39
Appendix B: AML/CTF Checklist
Applicants must provide identification and verification documents required by the Trustee. Requirements may vary depending on whether the applicant is an individual, company, trust, partnership or other entity. Upload these documents at the same time as this Application Form via the “Document Upload” section of your application at invest.joeadsett.com.au.
Individual
A reliable copy of a photo identification document (e.g. drivers licence or passport)
Company
A reliable copy of a company extract, company constitution or certificate of incorporation A reliable copy of a photo identification document for all beneficial owners (e.g. drivers licence or passport) Authorised signatory details
Trust (including SMSFs)
A reliable copy of the trust deed A reliable copy of identification documents for all beneficiaries of the trust. If the beneficiary is a company, provide those requried for companies above. If the beneficiary is an individual, provide those required for individuals above A reliable copy of a photo identification document for all beneficial owners (e.g. drivers licence or passport) Authorised signatory details
Representatives
A reliable copy of identification documents for all representatives applying or signing on behalf of an investor (including directors of companies and trustees of trusts). If the representative is a company, provide those required for companies above. If the beneficiary is an individual, provide those required for individuals above. Evidence of their authority to act as a representative of the investor (e.g. copy of the agency agreement or power of attorney).
40 AMARI | Toowong Offer
Appendix C: Contacting Us
For further information about the Offer, please contact:
Joe Adsett Capital
Corey Alsop
corey@joeadsett.com.au
Website
www.joeadsettcapital.com.au
Address
38 Warry Street, Fortitude Valley QLD 4006
41
joeadsettcapital.com.au