Thank you for expressing interest in the One Adams St project.
This project is located in the suburb of South Yarra near Melbourne’s CBD. This development site is 774 square metres in size and will have views of nearby Fawkner Park.
Known for its leafy streets, fine dining restaurants, high-end shopping, and cultural attractions, South Yarra offers residents a dynamic lifestyle with plenty of amenities right at their doorstep. All of these factors make South Yarra a highly desirable postcode with an average house price above $2 million.
We are buying this site with approved plans from Council to build seven high-end residences with an expected cumulative value of $42 million before tax. After accounting for all expenses (see the Feasibility Study later in this Information Memorandum), we anticipate a net profit of $5,306,030 after paying out investor return coupons. This is a 39.3 percent margin on equity and represents a healthy profit buffer in the project.
As we work towards obtaining building permits, we will continue to optimize the layouts of the homes to increase their sales value while reducing construction costs. We will also work with architects, engineers, and builders to explore the possibility of additional communal facilities such as a rooftop pool.
Investors who contribute $250,000 or more towards the project will be entitled to an additional profit share proportional to the amount of capital they have invested, upon conclusion of the project. See “Investor Offer Information” for more details about how the profit share arrangement works.
At a rate of return of 12 percent per annum paid in monthly distributions, investors in this project can expect a reliable source of passive income for their investment portfolios, plus a sizeable distribution from the profit share exposure upon completion, based on the amount invested.
We thank you for your consideration.
Garry Pesochinsky
Founding Partner & Director
John Sader
Founding Partner & Director
This Information Memorandum is issued by One Adams St Capital Pty Ltd (ACN 666 812 102), trading under the name One Adams St (“Company”). The Company has appointed Lion Property Group Pty Ltd (ACN 625 889 367) (“Lion”, “we”, “us”, “our”) as the Project Manager of the Company and to assist with marketing efforts.
This Information Memorandum relates to the offer of shares in the Company. Interests in the Company will be issued as shares in the Company.
The Company, at the date of this Information Memorandum, is not, nor is it required to be, registered as a managed investment scheme pursuant to section 601ED of the Corporations Act. This Information Memorandum is not a product disclosure statement for the purposes of Part 7.9 of the Corporations Act.
Interests in the Company will be issued only on receipt of a validly completed Investment Agreement and the receipt of cleared funds. The offer or invitation to subscribe for interests in the Company is subject to the terms and conditions described in this Information Memorandum.
The offer contained in this Information Memorandum is intended for Sophisticated Investors as defined within the Corporations Act. Investments from non-Sophisticated Investors may be accepted by the Company if the investment would comply with relevant legislation.
The distribution of this Information Memorandum and the offering of interests in the Company may be restricted in certain jurisdictions. No recipient of this Information Memorandum in any jurisdiction may treat it as constituting an invitation or offer to them to apply for interests in the Company unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that recipient in compliance with applicable law.
Prospective applicants should inform themselves as to the legal requirements and consequences of applying for, holding, transferring, and disposing of shares and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence, domicile, or place of business. It is the responsibility of a prospective investor outside Australia to obtain any necessary approvals in respect of applying for, or being issued with, shares.
Unless otherwise agreed with the Company, any person applying for shares will by virtue of the person’s application be deemed to represent that they are not in a jurisdiction which does not permit the making of an offer or invitation as detailed in this Information Memorandum, and are not acting for the account or benefit of a person within such jurisdiction.
The Company and the Project Manager do not bear any liability or responsibility to determine whether a person is able to apply for shares pursuant to this Information Memorandum.
This Information Memorandum does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in the Company.
The Company reserves the right to evaluate any applications and to reject any or all applications submitted, without giving reasons for rejection. The Company and the Project Manager are not liable to compensate the recipient of this Information Memorandum for any costs or expenses incurred in reviewing, investigating, or analysing any information in relation to the Company, in submitting an application or otherwise.
No cooling off applies to the issue of shares.
Prospective investors should review the Investment Agreement for further information regarding the rights and obligations of investors of the Company. To the extent there are any inconsistencies between the Investment Agreement and this Information Memorandum, the Investment Agreement will prevail.
In providing this Information Memorandum, the Company has not taken into account the recipient’s objectives, financial situation or needs and accordingly the information contained in this Information Memorandum does not constitute personal advice for the purposes of section 766B(3) (“personal advice”) of the Corporations Act. None of the Company, the Project Manager, or their related parties, officers, employees, consultants, advisers, or agents warrant that an investment in the Company is a suitable investment for the recipient.
None of the Company, the Project Manager, or their related parties, officers, employees, consultants, advisers, or agents have carried out an independent audit or independently verified any of the information contained in this Information Memorandum, nor do they give any warranty as to the accuracy, reliability, currency, or completeness of the information or assumptions contained in this Information Memorandum, nor do any of them, to the maximum extent permitted by law, accept any liability whatsoever however caused to any person relating in any way to reliance on information contained in this Information Memorandum or any other communication or the issue of shares.
The Company strongly recommends that potential investors read this Information Memorandum in its entirety and seek independent professional advice as to the financial, taxation, and other implications of investing in the Company and the information contained in this Information Memorandum. In particular, it is important that potential investors consider the risks outlined in this Information Memorandum that could affect the performance of an investment.
None of the Company, the Project Manager, or their related parties, officers, employees, consultants, advisers, or agents guarantee the repayment of capital invested in the Company, the payment of income from the Company or the performance of the Company or an investment in the Company generally. As with any investment there are inherent risks in investing in the Company, including the risk that an investment in the Company is speculative, that the investment may result in a reduction in, or total loss of, the capital value of the investment, loss of income, and returns that are less than expected, or delays in repayment of capital.
The contents of this Information Memorandum are:
The Company has not authorised any person to give any information or make any representations in connection with the Company which are not in this Information Memorandum and if given or made, such information or representations must not be relied upon as having been authorised by the Company. Any other parties distributing this product to investors are not the Company’s agent or representative and are doing so on their own behalf. The Company and the Project Manager are not responsible for any advice or information given, or not given, to potential investors by any party distributing this product and, to the maximum extent permitted by law, accept no liability whatsoever for any loss or damage arising from potential investors relying on any information that is not in this Information Memorandum when investing.
The primary language of this document is English. This document may be translated into different languages. Any translations provided are for reference purposes only. If there is any inconsistency or conflict between the English version of this Information Memorandum and versions of this Information Memorandum in any other language, the English version prevails.
Images, plans, and artistic representations included in this Information Memorandum are illustrative only and are subject to change.
All references to dollar amounts are references to Australian Dollars, unless otherwise specified.
This Information Memorandum may, from time to time, be updated. A new Information Memorandum will be issued to investors if the changes are materially adverse. An updated version of the Information Memorandum is available upon request during normal business hours.
This Information Memorandum was initially published on the 16th of April 2023.
| Offer name: | One Adams St. |
| Company: | One Adams St Capital Pty Ltd (ACN 666 812 102) |
| Location: | 1-17 Adams Street, South Yarra VIC |
| Purpose of offer: | Raise capital which will be used to fund the acquisition of the development site which includes permits. |
| Project deliverables: | 7 high-end residences: 4x townhomes 2x sub-Penthouses 1x Penthouse |
| Rate of return: | 12% per annum Plus profit share based on investment criteria. |
| Profit share: | $250,000-$499,999 gain exposure to 25% of profits. $500,000+ gain exposure to 50% of profits. |
| Distributions: | Monthly distributions throughout the investment term |
| Stage 1 close date: |
May 31st, 2023 |
| Stage 2 close date: |
January 15th, 2024 |
| Investment term: | Stage 2: Targeted 30 months Expected to conclude March, 2026 |
| Accepted investment amount: |
$100,000 to $2,500,000 |
| Subscription amount: | $13,500,000 | 13,500 shares |
| Risks: | See "Risks & risk mitigation" below. |
| Exit strategy: | Investor capital will be liquidated by the sale of the properties upon completion of the project |
| Delay compensation: | 12% per annum pro rata for extended term |
| Investment structure: |
Preferential shares in the proprietary company which owns the development project |
Investments over certain amounts will qualify an investor for tiered exposure to a profit share upon completion of the project.
| Starter | Advantage | Optima | |
|---|---|---|---|
| Investment Amount: |
$100,000 - $249,999 |
$250,000 - $499,999 |
$500,000 + |
| Fixed Return: | 12% p.a. | 12% p.a. | 12% p.a. |
| Duration: | 30 months | 30 months | 30 months |
| Monthly Distributions: |
✔ | ✔ | ✔ |
| Profit Share: | ✘ | ✔ | ✔ |
| Profit Share Exposure: |
✘ | 25% | 50% |
The profit share distribution is calculated using the following formula:
| Starter | Advantage | Optima | |
|---|---|---|---|
| Amount invested |
$100,000 | $250,000 | $500,000 |
| Amount raised |
$13,500,000 | $13,500,000 | $13,500,000 |
| Net profit |
$5,306,030 | $5,306,030 | $5,306,030 |
| Profit share exposure |
0% | 25% | 50% |
| Profit share return |
$0 | $24,564 | $98,259 |
| Total monthly distributions |
$30,000 | $75,000 | $150,000 |
| Total return |
$30,000 | $99,564 | $248,259 |
| Net ROI |
30.0% | 39.8% | 49.6% |
Your investment duration begins from the date that your funds are received and cleared into the project’s nominated account.
Your return for each month will be paid at the end of the following month. For example, the monthly distribution for March will be paid at the end of April.
Your return for the first month will be prorated based on how many days have elapsed in the month when your funds were received. If there are 60% of the days remaining in the month when you invest, your first return will be 60% of normal.
The SPV functions as a legal entity which collectively represents all investors in a project, and the SPV owns the development site.
In this investment you will be exposed to the following companies: One Adams St Capital Pty Ltd and One Adams St Pty Ltd.
A building of this ambition warrants an artistic approach. Each stroke of this design is intentional, each feature handcrafted.
These floorplans are up-to-date as of August 8th, 2023.
This project has already received permits from the local Council for seven residences. We are making amendments to the plans as the architects were able to identify alternative configurations which will result in a higher yield.
This will require a re-submission to the Council but we expect the process to be faster since the overall site envelope remains unchanged. The project timeline has this re-submission factored in.
It is expected that the building will sell for a cumulative value in excess of $42 million.
This feasibility study has been prepared using a specialist piece of software called Feastudy.
The income portion of the feasibility lists how this investment will be generating a profit: the sale of the completed properties. No revenue will be generated throughout the lifespan of the project—only upon completion.
Development Costs covers all of the expenses that incurred in the process of undertaking the development. Most of these items speak for themselves.
The Project Manager fee is charged to the SPV by Lion Property Group. This fee is approximately 8% of the expected sales revenue.
The Construction Items are early estimates provided by our preferred builders based on typical market rates per square metre.
Selling fees refers to the fees charged by a realtor to sell the finished properties. Based on average industry rates.
A Contingency of $1,627,616 has been allocated.
Shareholder distributions is the amount that will be paid out to shareholders over the lifespan of the project.
The Profit Margin is how much profit the project will achieve. The profit share is calculated using this figure.
Margin on Development Cost is how much profit the project will achieve relative to the total cost on undertaking the project, expressed as a percentage.
Equity Amount refers to the amount of capital contributed by investors.
Margin on Equity is how much profit the project will achieve relative to the amount of investor capital, expressed as a percentage.
Our purchase of this development site includes a comparative market analysis conducted by property advisory firm Charter Keck Kramer.
This market analysis has found sales evidence for similar properties being sold in the range of $20,000 to $24,000 per square metre, which has been the basis of the expected pricing in the feasibility study. Many of these properties have also been designed by the same architect as our project.
Known for its leafy streets, fine dining restaurants, high-end shopping, and cultural attractions, South Yarra offers residents a dynamic lifestyle with plenty of amenities right at their doorstep. Chapel Street is a popular destination for locals and visitors alike, as the street is lined with high-end boutiques, international brands, and designer stores, catering to all tastes and preferences.
South Yarra also offers plenty of outdoor activities, including the Royal Botanic Gardens, Fawkner Park, and the Yarra River. These spaces provide residents with the opportunity to get outside and enjoy nature, go for a run, or enjoy a picnic with friends and family.
MELBOURNE
Level 3
80 Dorcas St,
South Melbourne
VIC
3205
BRISBANE
147 Alexandra Rd,
Clayfield QLD 4011
| 69 TOORAK RD, HAMILTON, QLD | |
|---|---|
| Building | Residential Mansion |
| Project Status | For sale |
| Expected return | 25% |
| 9 & 11 WHYENBAH ST, HAMILTON, QLD | |
|---|---|
| Building | Luxury Townhouses |
| Project Status | For sale |
| Expected return | 30% |
All investments involve varying degrees of risk. While there are many factors that may impact the performance of any investment, the section below summarises some of the major risks that investors should be aware of when investing in the Company.
Before investing, prospective investors should consider whether the Company is a suitable investment, having regard to their personal investment objectives, financial position, and particular needs and circumstances. Investors should also consider and take into account the level of risk with which they are comfortable, the level of returns they require, as well as their frequency and nature, and their investment time horizon. Investors should seek professional advice in setting their investment objectives and strategies.
The risks described below are not exhaustive and whether a risk is specifically referred to in this section or not, that risk may have a material effect on the performance and value of the Company.
However, the extensive experience of our team allows us to pre-emptively mitigate these risks and adequately handle any unexpected challenges that may arise.
This refers to a risk that negative movements in the overall property market and any market to which the Company is exposed may impact on the capacity to recover fully the amount invested in these markets.
The Company will monitor general economic conditions by receiving regular reports on broad aspects of the Australian economy and the effect of market and other events on various categories of industries and properties. The Company will take into account general market conditions in assessing investments.
Interest rate movements may adversely affect the value of the Company in various ways. Rising interest rates will affect the amount of interest that the Company will be required to pay during the construction phase of the project, which may affect the profitability of the project.
The Company will monitor the cash rate set by the RBA and the interest rates of any lender that the Company is exposed to via variable interest rate loans for any potential changes.
For more information about current interest rate conditions, see this article.
All funds invested into this Company will be deployed to undertake the development project. As such, the Company will be illiquid throughout the investment term until the exit strategy can be realised. As a result, investors will be unable to withdraw from the Company until the end of the investment term.
Investors will only be entitled to income generated by the sale of the completed properties.
There is no secondary market for shares and it is unlikely that any active secondary market will develop.
Investors should only consider an investment in the Company if they are not likely to require access to their investment during the term specified in this Information Memorandum.
The Company will be undertaking this property development in accordance with its mandate. Investors will have no direct control over the property development process nor how capital within the Company is utilised.
There is a risk that the Company’s operations may be negatively affected by changes to government policies and regulations. Although unable to predict future policy changes, the Company and Project Manager intend to manage this risk by monitoring and reacting to any potential regulatory and policy changes.
There is a risk that the taxation treatment of the Company will reduce the returns received by an investor. Investors should obtain their own advice regarding the taxation implications of an investment in the Company.
Investors will not be able to control or participate in the day to day operations of the Company, and will not be able to make investment or other decisions on behalf of the Company or have any role in transactions for the Company.
The degree of success of the Company will depend on the expertise and experience of employees of the Company and the Project Manager. There can be no guarantee that employees will continue to be employed by the Company or Project Manager, or will be dedicated to the activities of the Company. The past performance of the Company and Project Manager or their staff is not necessarily indicative of future performance. Despite all efforts in the pursuit of the investment objectives by the Company and Project Manager, there can be no guarantee that these objectives will be successfully met.
Many of the necessary outcomes in undertaking a property development are outside of our direct control. It is possible that third parties, such as architects, planners, engineers, realtors, and local authorities may not complete their work in the agreed upon timeframes. Failure of these third parties to adhere to timeframes will affect the overall timeframe of the development and may cause delays.
We compensate investors for any delays a project may experience by providing additional returns beyond the targeted amount.
Changes to, or unforeseen environmental, archaeological, and ethnographic conditions and requirements may impact the progress and costs of the project. This may result in reduced returns to investors. The Company will mitigate this risk by evaluating the development site and engaging an independent land surveyor to provide a report on the site to determine development suitability.
Investments in the Company may be used for property construction projects and there are specific risks associated with this type of project. These risks include:
The Company may manage this risk and its elements by:
The Company will also require the developer to include a contingency factor on total construction costs in the debt funding required for each project.
There is also a risk that the completion of a project could be delayed. The Company may, at its discretion, extend the term of the investment in the event that the completion of a project is delayed. This may result in capital and income returns to investors also being delayed.
Contractors and third parties engaged to perform works on a project could become insolvent or default under their contracts which may lead to delays or impact on the viability of a project.
The Company will mitigate this risk by selecting contractors with a solid financial position and proven historical performance, backed by Director guarantees, and by ensuring the appropriate insurance policies are in place.
The primary exit strategy for this investment is the sale of the developed properties. It may be more difficult than anticipated to sell the properties or to achieve the anticipated sales price/s. In the event that the properties remain unsold for more than six months after the registration of titles, the Company may implement a secondary exit strategy, such as repurchasing investors’ shares or refinancing the development to generate the required liquidity to pay investor capital and returns.
The Quarterly Reports will be sent to your nominated email address, as well as updated to the Lion Investor Portal which is available via website or App.
On the Portal, you will also be able to access photos and documents relevant to the projects you have invested in.
Our team reviews your Registration of Interest and confirms which investment products you are eligible for.
Your Registration of Interest form is assigned to one of our team of consultants. They will contact you to discuss the specifics of our offerings and help you determine which one best fulfills your investment goals.
If you decide to proceed with an investment opportunity, our team will prepare an Investment Agreement. This agreement is pre-populated using the information you provided on the Registration of Interest form. At this stage you will also need to nominate a bank account to receive your return/s.
Once your funds have been received by us (approximately 2-3 business days within Australia) your investment term will begin. For security purposes, we prefer electronic bank transfer to transfer your funds. Details on how to do this is provided on your Investor Agreement form.
The Company can only accept electronic funds transfers from a bank, building society, or credit union account in the name of the investor. Cash or cheque payments will not be accepted. The bank account details are contained in the Investment Agreement.
To minimise the risk of cyber fraud, bank account details will be verified by phone with our legal team. You should not transfer funds to any third party without first obtaining verification of the correct bank account details. Conversely, we will not use bank account details supplied by you without verification by phone.
Shares will be issued at a price of $1,000 each. The Company may change the issue price of shares to the net asset value of the Company divided by the total number of shares issued less any transaction costs where there is a capital loss incurred by the Company. In determining the net asset value of shares, any accrued income is not taken into account to ensure the stability of the share price.
Investors can provide instructions on their account and investment to the Company by electronic communications, via email.
In respect of electronic instructions, the Company will not accept an instruction unless it is accompanied by the scanned signature(s) and/or company seal of the investor(s).
Only instructions received from an investor or a person authorised by the investor will be accepted by the Company. Investors must comply with any security or verification procedures required by the Company from time to time.
The Company and its related parties, officers, employees, consultants, advisers, and agents will assume that any instructions received in respect of an investor’s investment has been authorised by the investor, and the Company and its related parties, officers, employees, consultants, advisers, and agents will not investigate or confirm that authority (unless the Company is actually aware that the instruction was not authorised).
The Company may refuse to act on any instructions until the validity of the instructions have been confirmed, and the Company (and its related parties, officers, employees, consultants, advisers, and agents) will not have any liability to the investor or any other person for any consequences resulting from not acting on the instruction.
If an investor chooses to provide electronic instructions, the investor releases the Company and its related parties, officers, employees, consultants, advisers, and agents from any claims and indemnifies those parties against all costs, expenses, losses, liabilities or claims arising from any payment or action those parties make based on instructions (even if not genuine) that any of those parties receive and which they reasonably believe are genuine, including as a result of gross negligence or wilful default by any of those parties.
Each investor also agrees that neither the investor, nor anyone claiming through the investor, has any claim against the Company and its related parties, officers, employees, consultants, advisers, and agents in relation to acting on instructions received (authorised by the investor or otherwise). Please be careful. There is a risk that fraudulent requests can be made by someone who has access to an investor’s account information.
The Company may vary the conditions of service of any communications at any time by providing notice, either in writing, by email or other electronic communication.
In applying to invest, you are providing the Company and the Project Manager with certain personal details (your name, address, etc). This information is used to establish and manage your investment in the Company. If you do not provide the Company with your contact details and other information, then it may not be able to process your application to invest.
Under the Privacy Act 1988 (Cth), you can access personal information about you held by the Company, except in limited circumstances. Please let the Company know if you think the information is inaccurate, incomplete, or out of date. You can also tell the Company at any time not to pass on your personal information by advising it in writing.
Under various laws and regulatory requirements, the Company may have to pass-on certain information to other organisations, such as the Australian Tax Office or the Australian Transaction Reports and Analysis Centre (AUSTRAC).
By applying to invest, you give the Company permission to pass information it holds about you to other companies which are involved in helping it administer the Company, or where they require it for the purposes of compliance with AML/CTF law or in connection with the holding of Application Money. The Company may also use your information to provide you with details of future investment offers made by it or the Project Manager.
The Project Manager is also obliged, under their agreements with the Company, to adhere to the Company’s Privacy Policy.
The Investment Agreement sets out the terms and conditions under which it operates, as well as many of the rights, liabilities, duties and obligations of investors, the Company, and the Project Manager. It also sets out the manner in which investor meetings will be convened and conducted. The Company may amend or change the Investment Agreement in accordance with the Investment Agreement.
The Investment Agreement also addresses the following:
(a) Termination of Company
The Company will terminate 80 years after its
start date, but may be terminated earlier by the Company notifying investors
of the date of termination.
(b) Company’s role, obligations and rights
The Company’s duties and
obligations to investors are imposed, and functions and powers conferred by,
the Investment Agreement, the Corporations Act, and general law.
Examples of the Company’s powers include acquiring and disposing of the Company’s assets, entering into agreements, and borrowing and raising money.
(c) Company’s indemnity and limitation of liability
The Company has the
right to be indemnified out of the assets of the Company on a full indemnity
basis in respect of any matter, unless it has acted fraudulently, with gross
negligence, wilful default, or has materially breached the Investment
Agreement.
The Company is not entitled to be indemnified out of the assets of the Company for its overhead expenses.
The Company is required to comply with AML/CTF Law. This means that the Company will require potential Investors to provide personal information and documentation in relation to their identity when they invest in the Company. The Company may need to obtain additional information and documentation from Investors to process applications or subsequent transactions or at other times during the period of the investment.
The Company may need to identify:
In some circumstances, the Company may need to re-verify this information.
By applying to invest in the Company, investors also acknowledge that the Company may decide to delay or refuse any request or transaction, including by suspending the issue or withdrawal of shares in the Company, if it is concerned that the request or transaction may breach any obligation of, or cause the Company to commit or participate in an offence under, any AML/CTF Law, and the Company will incur no liability to investors if it does so.
The Vendor of the development site and the nominated builder are not related parties of the Company, Project Manager, or any of their officers, employees, consultants, advisers, or agents. Transactions with third parties will be conducted on an arms-length commercial terms.
The Vendor of the development site and the nominated builder are not related parties of the Company, Project Manager, or any of their officers, employees, consultants, advisers, or agents. Transactions with third parties will be conducted on an arms-length commercial terms.
The Company will accept instructions from an investor’s authorised representative if the investor provides the authorised representative’s details on the Investment Agreement. An investor can cancel the appointment of its representative at any time by providing the Administrator with 14 days written notice.
An investor’s authorised representative can do everything that the investor can do in relation to its investment in the Company, including appointing another authorised representative.
If an investor instructs the Company to accept instructions from its authorised representative, the investor releases the Company and their related parties, officers, employees, consultants, advisers and agents from any claims and indemnifies those parties against all costs, expenses, losses, liabilities or claims arising from any payment or action those parties make based on instructions (even if not genuine) that any of those parties receive from the investor’s authorised representative and which they reasonably believe are genuine, including as a result of gross negligence or wilful default by any of those parties.
Each investor also agrees that neither the investor, nor anyone claiming through the investor, has any claim against the Company and their related parties, officers, employees, consultants, advisers and agents in relation to acting on instructions received (authorised by the investor or otherwise).
The Company may vary the conditions of service of any communications at any time by providing notice, either in writing, by email or other electronic communication.
The Company does not expect to provide investors with the opportunity to withdraw from the Company prior to the end of the fixed term. An investment term may be extended in certain circumstances, such as where the project is not completed and realised within the projected timeframes.
Investors should note that their shares may be redeemed by the Company in certain circumstances specified in the Investment Agreement. The Company may redeem investors’ shares at any time on 60 days notice.
