PSP Properties Pty Ltd atf Perth Surf Park Property Trust

Perth Surf Park

Minimum Investment

A$50,000

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PSP Properties Pty Ltd atf Perth Surf Park Property Trust

Loan Note

Perth Surf Park

PSP

Lead Manager

Minimum Investment

A$50,000

Loan Note

Perth Surf Park

Offer Summary

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Disclaimer: Investors should read the Deed Poll in full, as this investment carries risks. Liquidity Technology Pty Ltd will receive fees as Lead Manager.

Offeror: PSP Properties Pty Ltd atf Perth Surf Park Property Trust (PSP).

Loan Note: Unsecured loan note instrument issued by the Offeror.

Subscription Amount: Minimum $50,000, and available in multiples of $50,000.

Offer: Up to 200 Loan Note subscriptions, raising up to $10,000,000. There is no minimum offer amount.

Use of Funds: For the construction and delivery of the Perth Surf Park

Escrow Period: Subscription Amount held in escrow by Lead Manager pending commencement of construction of the Perth Surf Park.

Lead Manager: Liquidity Technology Pty Ltd.

Term: 6 years.

Interest Rate: 10% simple interest per annum. Interest is calculated and accrues daily.

Alternative Return: Loan Note holders can settle accrued interest by electing to receive either 1. cash ("cash settled" once annually), or 2. in-kind benefits ("surf benefits").

Surf Benefits: Are an entitlement to prescribed Perth Surf Park experiences and benefits, which include (but not limited to):

  • "Pre-Opening" surf benefits (in Year 2 of the Term), being a full day unique private experience surfing at the Perth Surf Park prior to public opening (valued at approximately $5,500 per Loan Note subscription); and
  • “Post-Opening” surf benefits (in Years 3 to 6 of the Term), being 60 public surf sessions per annum, a 1 hour off-peak “Reef” hire per annum, a double pass (2 public surf sessions) valid for use on your birthday, plus other perks and benefits. “Post-Opening” surf benefits associated with each Loan Note subscription may be used by up to 5 nominated persons (e.g. family members, friends, colleagues, staff, or clients). “Post-Opening” surf benefits are valued at approximately $6,300 per annum, per Loan Note subscription.

Election Date: By 30 September each year, Loan Note holders to nominate whether to receive accrued interest as cash-settled or as surf benefits for the following year of the Term.

Election Restrictions: Loan Note holders cannot elect to receive part cash settled, and part surf benefits. Once made, elections are final and cannot be amended or substituted for that year of the Term. From the second year of the Term, if a Loan Note holder fails to make an election by 30 September, the Loan Note holder will be deemed to have elected to receive surf benefits for the following year.

Interest Capitalisation: During the first year of the Term (project construction), accrued interest will be capitalised, rather than paid, for all Loan Note holders. Accrued interest will also be capitalised in the second year of the Term for Loan Note holders who elect not to receive the “pre-opening” surf benefits.

Assignment: Loan Notes subscriptions are freely transferable and tradeable by Loan Note holders to third parties.

Redemption: Loan Notes will be redeemed at the conclusion of the Term, and may be redeemed at an earlier date at the discretion of PSP.

Cancellation: If the project will not reach completion, the Subscription Amount, plus any interest accrued and unpaid, will be returned to Loan Note holders, and Loan Notes will be cancelled by PSP.

Perth Surf Park Loan Note Offer

PSP is now welcoming investment in the Perth Surf Park.

Sophisticated investors may subscribe for Loan Notes ($50,000 minimum subscription, available in multiples), and receive 10% simple interest per annum over the 6 year term, with the principal amount and any capitalised interest repaid at the end of the Term.

On the closing of the Loan Note offer, committed funds will be held in escrow by the Lead Manager until construction commences on the Perth Surf Park, estimated for late 2024. Once construction commences, funds will be released to PSP to be used for the development and delivery of the project.

As the project approaches delivery of first waves in the surfing lagoon , Loan Note holders may elect each year to receive either 10% cash settled interest, or in-kind “surf benefits”:

  • Pre-Opening Surf Benefits: A full day unique private experience at the Perth Surf Park, providing Loan Note holders with the opportunity to be one of the first to surf Australia’s only 56-module Wavegarden ‘Cove’.
  • Post-Opening Surf Benefits: Being 60 public surf sessions per year, a 1 hour off-peak ”Reef” hire per year, a double pass (2 public surf sessions) valid for use on your birthday, plus other perks and benefits. "Post-Opening" surf benefits may be used by up to 5 nominated persons (e.g. family members, friends, colleagues, staff, or clients).

The choice to receive surf benefits or cash interest is yours, with the election made on an annual basis.

For those who elect to receive "Post-Opening" surf benefits, it is anticipated that this will be the lowest cost way to surf at the Perth Surf Park regularly, with surf session entitlements of Loan Note holders priced at a ~30% discount to expected retail prices of public surf sessions.

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About Perth Surf Park

Opening in early 2027, the Perth Surf Park is set to become a premier sports, hospitality, entertainment, and tourism destination for Perth.

Featuring Australia’s largest Wavegarden ‘Cove’ surfing lagoon, the Perth Surf Park will offer perfect waves for everyone in a safe, controlled, and accessible environment. Together with quality hospitality, and leisure amenities, the Perth Surf Park will redefine surf and wellbeing in Western Australia.

Located adjacent to the Kwinana Freeway, 18 kilometres south of the Perth CBD in Cockburn Central, the Perth Surf Park is a 5.9 hectare development that is expected to welcome up to one million guests each year to enjoy unique surf-based experiences, major events, and community programming.

A high-performance surf academy, surf rental, fitness studio, outdoor gym, and skate park complements the surfing lagoon, along with a health and wellness centre, beach club, quality restaurants and bars, events lawn, retail store, members lounge, and rooftop glamping accommodation.

With the support of the WA Government, local investors, and our community, construction is expected to commence in late 2024, ahead of the Perth Surf Park’s public opening in early 2027.

The project is forecast to be cashflow positive and profitable from opening.

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Pre-Opening Surf Benefits

In the first year of the Term (i.e. during construction), accrued interest on Loan Notes will be capitalised, rather than paid.

In the second year of the Term, as the project approaches delivery of first waves in the surfing lagoon, Loan Note holders can elect to receive “Pre-Opening” surf benefits, being a full day unique private experience at the Perth Surf Park, providing Loan Note holders with the opportunity to be one of the first to surf Australia’s only 56-module Wavegarden ‘Cove’. The experience includes 5 hours’ surfing, quality hospitality, exclusive merchandise, and HD videos and photos from the day.

For Loan Note holders who do not elect to receive “Pre-Opening” surf benefits, accrued interest for the second year of the Term will be capitalised and repaid at the end of the Term.

Post-Opening Surf Benefits

From the opening of the Perth Surf Park, Loan Note holders may elect to receive “Post-Opening” surf benefits as an alternative to annual cash interest payments. The benefits include premier access to the park, 60 public surf sessions per year, a 1 hour off-peak “Reef” hire per year, plus other perks and benefits. "Post-Opening" surf benefits may be used by up to 5 nominated persons (e.g. family members, friends, colleagues, staff, or clients).

Loan Note holders will also receive a free double pass (2 public surf sessions) which is valid to surf on their birthday, along with access to a private concierge for personalised bookings, priority access to surfing lagoon bookings, VIP invitations to Perth Surf Park events, and more. Full details about the surf benefits are set out in Schedule 7 of the Deed Poll.

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FAQs

When will construction start on the Perth Surf Park?

Subject to the closing of project financing (which includes this Offer), construction is expected to commence in Q4, 2024.

When will the Perth Surf Park open?

The Perth Surf Park is expected to open to the public in early Q1, 2027.

What is the subscription amount for a Loan Note?

Loan Notes are being issued in multiples of $50,000, so the minimum subscription amount is $50,000.

You may subscribe for multiple Loan Notes, in $50,000 whole increments (eg. if you subscribe for three Loan Notes subscriptions, the total capital commitment is $150,000).

What are the Loan Note funds being used for?

The funds received by PSP from the offer of the Loan Notes will be used for the construction and delivery of the Perth Surf Park.

What happens to my funds once I have subscribed for a Loan Note?

After you have deposited the required amount for the Loan Notes you have subscribed for, you will be issued a Loan Note certificate, and your funds will be held by the Lead Manager in escrow until the commencement of construction.

If construction does not commence your funds will be returned to you.

What is the term of a Loan Note?

6 years.

The Loan Note Term (being when interest will begin to accrue) starts on 1 January 2025, unless PSP notifies you of an earlier start date, and ends 6 years later, unless the Loan notes are redeemed earlier at the discretion of the PSP.

Is my election to receive either a cash-settled return or surf benefits made only once, and lasts for the whole of the Term?

No, you can elect each year by 30 September to receive either a cash-settled return or surf benefits for the upcoming year of the Term.

Once I have made an election in a year, can I change my mind about electing either a cash settled return, or in-kind “surf benefits”?

No, once an election is made for either cash settled interest paid once annually in arrears, or for in-kind “surf benefits”, that election is final and cannot be varied for that year of the Term. If you fail to make an election by 30 September each year, you will be deemed to have elected to receive “surf benefits” for the following year of the Term.

How will the payment of annual interest be funded?

The payment of accrued interest to Loan Note holders who elect to be cash-settled will be funded through the operating cashflow of the Perth Surf Park business.

How will the loan notes be redeemed at the end of the Term?

The repayment of the Loan Notes will be funded through a combination of the operating cash flow of the Perth Surf Park business and a refinancing of the business’ debt facilities with its bankers.

Indicative Timetable

Offer Open

Monday, 9 September 2024

Offer Close

Friday, 29 November 2024

Subscription Due

Friday, 29 November 2024

Escrow Period Expiry

1 January 2025

Commencement Date

The date advised by the Offeror in writing, being no later then 31 December 2024

Term End

6 years following the Commencement Date

Subscription Repaid

Within 7 days of the end of the Term

Project Team

PSP has retained global surf park developer and operator, Aventuur, to lead the development and delivery of the Perth Surf Park Project. Aventuur staff members who are directly involved in the project include:

Andrew Ross

Andrew Ross

Chairman & Chief Development Officer

Andrew is focused on developing large scale, integrated recreation and leisure destinations which include a surf park as the central feature of the ecosystem.

Prior to joining Aventuur, Andrew was the Founder and CEO of URBNSURF Group where he was responsible for the development of the first surf park in the Southern Hemisphere, URBNSURF Melbourne. Prior to founding URBNSURF, Andrew was the Managing Director of two international energy companies.

Andrew began his career as a lawyer in Australia before moving to Europe where he worked as the in-house legal counsel for a listed energy company, and as a Director of Corporate Finance with a London based merchant bank.

Andrew lives in Perth, Western Australia and is a passionate surfer, skater, snowboarder, photographer, and musician. As a goofy footer he enjoys chasing swells at Strickos and Lefties.

Murdoch University, LLB, BCom | Graduate of Australian Institute of Company Directors

Robert Bates-Smith

Robert Bates-Smith

Development Director (Perth)

Rob offers a unique expertise to mixed-use developments, garnered from a diverse 20-year history in international hospitality and project management.   He specialises in precinct strategy & rollout, curation of tenancy mix, concept design and development (food, beverage, retail and public spaces), project management and delivery, retail leasing strategy & negotiations, facilitating the transition to operation and stakeholder engagement. He was also a founding partner of several successful food, beverage and retail ventures. 

Rob lives in Perth, Western Australia and is a regular weekend warrior chasing waves in the South West and Rottnest Island as well as from his long-standing campground in Gnaraloo over the chilly months.   Curtin University, B.Comm | Graduate Diploma, Oenology

David Sorgiovanni

David Sorgiovanni

Senior Development Manager (Perth)

With ten years’ experience working across large-scale commercial, residential and mixed-use development across Australia, David is a dynamic and adaptable Development manager, with a robust understanding of all aspects of land and property development. He is also a Chartered Accountant.

His core interest lies in end-to-end project management and walking clients through each phase of property development to realise their project vision.    David lives in Perth, Western Australia and if he’s not strumming tunes on his guitar, you might find him chasing deep wake or fresh powder depending on the season.     University of Western Australia, B.Comm (Financial & Management Accounting) | Graduate of the Institute of Chartered Accountants

Rupert Partridge

Rupert Partridge

Chief Revenue Officer

Rupert is focused on creating market-leading products, sustainable revenue streams and timeless brands for Aventuur developments and business units.

Prior to joining Aventuur, Rupert was integral to the successful launch and commercialisation of the first surf park in the Southern Hemisphere, URBNSURF Melbourne. Rupert formerly led URBNSURF Group’s product, commercial, brand, marketing, technology, communications, research and partnerships initiatives.

Rupert has over 10 years’ professional experience as a commercial manager, brand builder, sports marketer and lawyer, and has been actively involved in the surf park industry since 2013. Rupert also co-founded, grew and sold an experiential property, retail and placemaking consultancy in Sydney, working with family offices and ASX-listed developers to activate large-scale or high-value property assets.

Rupert lives on the Gold Coast, Queensland and is an avid surfer, snowboarder and explorer. He can often be found chasing cyclones in his spare time.

Bond University, LLB (Hons), Bachelor of Intl. Relations (Business) | Stab Magazine 30 Under 30

Jess De Simone

Jess De Simone

General Counsel & Company Secretary

Jess is focused on delivering exceptional legal services and advice for our team, coordinating the activities of the Aventuur Board, and managing governance and risk.

Jess has over 10 years of experience in Australia and the United States as a mergers and acquisitions lawyer, possessing deep knowledge of major infrastructure projects from construction, through delivery, to operations.

Prior to joining Aventuur, Jess was Senior Legal Counsel at Transurban where she was involved in acquiring infrastructure projects with an enterprise value of over $33 billion. Before moving in-house, Jess was a solicitor at Cravath, Swaine & Moore LLP in New York City and Clayton Utz in Melbourne. She is admitted as a solicitor of the Supreme Court of New South Wales and the High Court of Australia, and after passing the New York Bar in 2016, was admitted as an attorney to the New York State Bar. Jess is also the Vice President of the Australasian Surfing Lawyers Association.

Jess lives in Byron Bay and is a natural waterwoman, with a love for surfing, free diving, yoga and meditation. You can often find her cross stepping at right-hand point breaks on Australia’s East Coast.

University of Melbourne, JD | University of Sydney, BA

Stephanie Purcell

Stephanie Purcell

Senior Legal Counsel

Stephanie is focused on providing exceptional legal services for our team, advising on legal, transactional, governance and risk matters.

Prior to joining Aventuur, Stephanie was a Senior Associate at global commercial law firm Herbert Smith Freehills. She advised clients on major infrastructure and general commercial transactions, with a particular focus on social infrastructure, social impact bonds and complex procurement across a range of sectors including housing, transport, mixed-use precincts, energy, health, education, the arts and investment attraction.

She was also Tipstaff to the Honourable Justice Hammerschlag and the Honourable Justice Bergin at the Supreme Court of NSW, and has experience in dispute resolution, advising on strategic corporate governance issues, and serving as board director for not-for-profit organisations.

Stephanie lives in Sydney, Australia and is a keen surfer, swimmer and yogi. She previously represented Australia in the sports of surf and pool lifesaving.

University of Technology Sydney, Bachelor of Laws (First Class Hons) and Bachelor of Business (Distinction) | Graduate of Australian Institute of Company Directors

Adrian Buchan

Adrian Buchan

Director of Surf & Sustainability

Adrian, or “Ace” as he is affectionately known, is focused on delivering exceptional surf experiences at Aventuur’s surf parks and ensuring the company’s social and environmental initiatives are industry-leading.

An elite surfing athlete, Ace has spent the last 16 years competing on the World Surf League (WSL) Championship Tour – achieving two event victories over Kelly Slater at Hossegor (France) and Teahupoo (Tahiti), and consistently maintaining a Top 20 ranking.

During his career, Ace has served as an ambassador for some of the world’s leading sports brands and represented his fellow competitors as the World Pro Surfers Athlete Representative between 2014-2018. Ace is also a Board Member at Surfing Australia and formerly sat on the WSL Board.

His work as a social and environmental advocate includes being a founding director and board member of Surfers For Climate and serving as an advocate for Take3 For The Sea Foundation, WSL Pure and The Sapphire Project. He is also a published children’s author.

Ace lives on the Central Coast of NSW with his wife and 3 young children but is most at ease on the road with his family creating “homes” in places like Oahu, Bali and J-Bay.

WSL Professional Surfer | WSL Pure Award for Outstanding Ocean Advocacy (2020)

Project Delivery Partners

PSP has engaged experienced, well-credentialled consultants and advisers to assist with delivering the development. These include:

MJA

Project Architect and Design Manager

See Design

Landscape Architect

Hydrock

Lagoon Engineering

BG&E

Co-ordinating Engineer

Encon

Project Manager

Disclaimer

This site does not constitute an offer, recommendation, or invitation to any person, nor does it purport to provide all of the information an interested party may require in order to investigate the affairs of Aventuur Inc. This site is provided for information only and has not been prepared with the intention that the recipient should rely on it. Liquidity Technology Pty Ltd ("Liquidity") does not make any representation in relation to the contents of this site or give any assurances as to the accuracy or the degree of care or diligence used in preparing this document. The information, data, and advice herein are provided to recipients on the clear understanding that neither Liquidity nor any of its representatives, directors, officers, employees, agents, or advisers makes any representation or warranty about its accuracy, reliability, completeness, or suitability for any particular purpose and does not accept liability (including, but not limited to, for any expenses, losses, damages, and/or costs (including, but not limited to, indirect or consequential damage)) nor take any responsibility of any kind whatsoever (including, but not limited to, whether in contract, tort, financial or otherwise) for the information, data, or advice contained in or for any omission or for any other information, statement, or representation provided to any recipient (including, but not limited to, as a result of information, data, or advice being inaccurate, unreliable, incomplete, or unsuitable in any way and for any reason whatsoever). Users of this site must conduct their own investigation and analysis regarding any information, statement, or representation contained or provided to any recipient or its associates by Liquidity or any of the Liquidity Personnel. Each recipient waives any right of action, which it has now or in the future against Liquidity or any of the Liquidity Personnel in respect of any errors or omissions on or from this site, however caused. All rights are reserved. If the whole or any part of a provision of this "Notice and Disclaimer" is invalid, illegal, or unenforceable, then such provision will be severed, and neither that part or provision nor its severance will affect the validity or enforceability of the remaining parts or provisions.

Disclosure of Interest: Liquidity receives commission from dealing in securities, and its introducers of business may directly share in this commission. Liquidity and its associates may hold shares in Aventuur Inc.

This form constitutes an expression of interest (EOI) requesting PSP Properties Pty Ltd (ACN 658 083 044) (Company) atf Perth Surf Park Property Trust (Trust) to provide you with further information regarding investment opportunities in relation to the Perth Surf Park (Project), including the “First In” loan notes (Project Investment).

Please note the information above does not constitute financial or tax advice. The tax implications of investing in the Loan Notes can vary based on individual circumstances and changes in tax laws. We recommend consulting with a qualified tax advisor or financial professional to understand how this investment may impact your personal tax situation. The Trust and its representatives are not responsible for any tax consequences arising from your investment decisions.

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