Highlights

Introduction

Dealt Ltd (ASX: DET) and Dealt Trust will be known as Dealt Group (a stapled entity*) which has been established as one of Australia’s first real time Commercial Real Estate (CRE) finance marketplaces to assist borrowers secure non-bank finance. Its specialised applications have been developed by property industry experts and enable borrowers and lenders to assess eight different loan types.  It is also proposed that the Trust will invest in a diversified portfolio of secured CRE loans across Australia and New Zealand.

The Group’s investment objective is to achieve a target return of 6% per annum (net of fees, costs and taxes incurred by the Group), paid monthly (Target Return). The Group will look to achieve the Target Return by becoming a diversified business that will specialise in Commercial Real Estate (CRE) Debt Brokerage and Advisory, Lending and Funds Management.

Industry Overview

The total Australian Commercial Real Estate (CRE) debt market has grown by a compound average of 4.5% per annum over the past 10 years to $302 billion in 2020. In 2017 the Reserve Bank of Australia estimated the non-bank CRE lending market was $32 billion or 12% of all Authorised Deposit Taking (ADI) CRE exposures. Since that time, capital restraints imposed on ADI’s and business selection decisions by major banks have resulted in the growth of non-bank lending in Australia. The Group Investment Manager estimates that the non-bank CRE Lending Market will grow to be approximately 20% to 25% of the total CRE lending market which equates to a market size of approximately $65 billion, based on the latest ADI CRE exposure statistics.

CRE lending has been proven to generate lucrative returns with limited capital volatility if risk is appropriately managed, as demonstrated by many non-bank CRE lenders, some of whom have been operating for over 20 years. The direct and indirect (funds) purchase of CRE has been a popular investment strategy for decades.

It is proposed that the Group will source, provide and manage real estate loans across all major Australian and New Zealand metropolitan markets that are aligned to opportunities that demonstrate the following rationale:

• underlying real estate assets supported by strong fundamentals;
• thorough due diligence and rigorous stress testing of borrower project feasibilities;
• detailed review of borrower track record and financial position; and
• application of appropriate risk mitigation strategies.

Terms of Offer

Dealt Ltd is looking to undertake a Restructure and recapitalisation offer on ASX to raise between A28.4 million and A$93.4 million via the issue of 56.8 million shares and 186.8 million shares at an offer price of A$0.50 per share.  The company will have an indicative market capitalisation of A$105.69 million. 

The Group will be a stapled entity (see more information below) comprised of Dealt Limited and Dealt Trust, a registered managed investment scheme. The Capital Raising, the Group Stapling and subsequent implementation of the Group investment strategy were approved at a meeting of Shareholders of the Company at the Extraordinary General Meeting held on 17 February 2021. No further approvals are required.

Business Objectives

The Group’s investment objective is to achieve a target return to investors of 6% per annum (net of fees, costs and taxes incurred by the Group), paid monthly (Target Return).  The Group will look to achieve the Target Return by becoming a diversified business that will specialise in Commercial Real Estate (CRE) Debt Brokerage and Advisory, Lending and Funds Management.

Brokerage and Debt Advisory - dealt and AMF Finance

dealt was established with the sole purpose of creating an online solution for loan brokerage, underwriting, negotiation, and execution of CRE loans. Several online brokerage platforms have been established for the residential mortgage market, however there are few platforms for the CRE markets.

The platform utilises underwriting models adapted from the big-4 Australian banks and an integrated feasibility calculation engine. Their underwriting tool can assess construction, mezzanine and investment scenarios in minutes allowing lenders to sensitise key financial variables and covenants to “bid” on a project through dealt’s proprietary silent auction house.

Watch a video on the dealt platform here.

dealt receives brokerage fees for introducing borrowers to lenders and currently has a panel of 68 approved lenders to introduce loan transactions. Prior to being accepted as an approved lender, the lender is required to agree to the terms and conditions of the platform.

The online marketplace is one of the first in Australia to have online calculation engines which accurately assess loan calculations enabling lenders to provide pricing and terms to borrowers in a standardised format.

AMF Finance Ltd (AMF) was established in 2017 in response to the changing dynamics and tighter regulatory environment within the Australian real estate finance market. With the growth of non-bank lenders a market opportunity arose to establish a sophisticated CRE debt origination/brokerage business. The CRE debt origination/brokerage business has generated transactions across the capital stack for various property asset classes including but not limited to multi dwelling residential, accommodation, childcare, over 55s seniors living, medical centres and office.

AMF has successfully originated $220 million of loans over the past 4 years as shown below.

Lending

It is proposed that the Group will provide registered CRE mortgage financing to a diversified pool of developers and investors throughout the metropolitan markets of Australia and New Zealand. The Group will invest in loans to quality assets and projects in proven locations, matched with appropriate exit strategies. 

The loans will range from $5 million to $35 million over a term of 12 months to 5 years to borrowers in the Australian and New Zealand CBD and metropolitan markets.  The table below details the various loans that will be considered.

Funds Management

The Funds Management part of the business will seek to raise capital from third party investors via individual syndicates, club structures and institutional and high net worth mandates. The Group will charge investment management fees to these investors for originating and managing CRE loan investments. The funds will have flexible investment parameters that will be targeted to the third-party investor’s preferences for risk and return. The business may also earn performance fees for delivering returns above pre-agreed benchmarks.

The funds management business will work alongside the Group’s debt advisory and brokerage businesses, dealt to source suitable loans for investment and will structure CRE debt investments across all real estate asset classes.  Benefitting from a strong track record developed over 15 years of operation the Group Investment Manager (360 Capital) will utilise its existing broad network of investors and industry participants to source third party capital and mandates to invest across all forms of real estate loans.

Responsible Entity

360 Capital FM Limited, a member of the 360 Capital Group, will be appointed as the responsible entity of the Trust.  360 Capital is an ASX-listed (ASX: TGP) investment and funds management group that manages eight listed and unlisted investment vehicles and has funds under management in excess of $400m on behalf of over 9,500 investors. 360 Capital has a market capitalisation of approximately $200m and over $112m of co-investments in the funds it manages.

Key Offer Statistics

Use of Funds

Funds Raised from the Offer will be applied as follows:

Board and Management

Peter Lewis - Non-executive Chair

Peter Lewis is the Chair of McGrath Ltd, a director of the ABC, Pump Group Australia, Pocko Holdings Pty Limited (trading as BoozeBud), a member of the Advisory Board for Anacacia Capital and an advisor for Gravity Media Group. He previously held board and advisory positions with 360 Capital ANI Management, Capitol Health Limited, International Grammar School Sydney, TXA Australia Pty Ltd, Norwest Productions Pty Ltd, Australian News Channel Pty Ltd, B Digital Ltd, Vividwireless Pty Ltd, and Yahoo 7 Australia.

Tony Pitt - Non-executive Director

Tony is a founding Director of 360 Capital Group and has worked in the property and property funds management industries for over 20 years. As Managing Director, Tony is responsible for the Group’s investments, strategic direction and overall Group strategy. He has overseen the IPO on the ASX of three AREITs since 2012 as well as the creation of various unlisted funds, undertaken various corporate acquisitions and disposals, mergers and acquisitions and the ASX listing of 360 Capital Group.

James Storey - Non-executive Director

James has 15 years’ experience in real estate funds management with significant experience investing across debt, equity and corporate transactions. James was the Fund Manager of the 360 Capital Office Fund (ASX: TOF) and 360 Capital Industrial Fund (ASX: TIX) with a combined gross assets of over A$1.1b and is currently the Head of Real Assets and Fund Manager of 360 Capital REIT (ASX:TOT).

Philip Raff - Company Management

Philip was appointed a founding director of the Company in 2015 and drove the ASX Listing in 2016. Between 2013 and 2015 he was instrumental in funding several private developments. This was preceded by a 20 year career in the IT industry implementing large IT Deployments and driving the associated Business Transformation for Gateway, IBM and Lenovo.

Phillip Young - Chief Financial Officer and Company Secretary

Phillip joined the Group in July 2016 as Chief Financial Officer and was appointed Company Secretary in August 2016. Prior to joining the Group, Phillip spent 13 years at Findex (formerly Crowe Horwath), a national mid-tier accounting firm.

James Quigley - Fund Manager

James has more than 25 years’ experience in real estate investment, funds management and transactions across Australia. James has significant experience managing funds both unlisted and listed delivering strong returns for investors and originating and executing transactions across all real estate asset classes. James has a track record across a well-diversified range of national and international property and private equity real estate groups.

Genevieve Naughton - Investment Manager

Genevieve has over 8 years’ experience across real estate development and construction finance, loan origination and financial planning. Prior to her current role, Genevieve was Risk and Compliance manager at Lambert Capital, a family office located in Melbourne.

James Collins - Investment Manager

James has 6 years of global real estate debt experience spread across both London and Sydney at Magnolia Capital Group, Octopus Real Estate Debt (UK based investment fund) and Westpac Banking Corporation. James has been directly involved in the origination of over c.$1B of commercial real estate debt transactions, specialising in development and acquisition finance.

*What is a “stapled entity”

A “stapled entity” or “stapled group” refers to a type of investment structure that is comprised of two or more entities:

• a unit trust, like the Trust, which holds passive investments and is treated as a flowthrough trust for tax purposes and so does not pay tax itself on income to which investors are entitled, subject to certain required tax withholdings (mainly deducted from distributions paid to non-resident Unitholders); and
• a company which carries on an active business.

Units in the unit trust and shares in the companies are “stapled” together and trade as one security on the ASX.

Risks

You are encouraged to read the Prospectus carefully as it contains detailed information about the Company and the Offer. Like all investments, an investment in Dealt Ltd carries risk. As set out in Section 6 of the prospectus/PDS, Dealt Ltd is subject to a range of risks, including but not limited to credit fraud, non-performing loans, subordination, interest rates, liquidity competitive landscape, dependence on key personnel and availability of suitable investment opportunities.

Section 734(6) disclosure: The issuer of the securities is Dealt Limited ABN 66 605 935 153. The securities to be issued are ordinary shares. The disclosure document for the offer can be obtained by clicking on the link above. The offers of the securities are made in, or accompanied by, a copy of the disclosure document. Investors should consider the disclosure document in deciding whether to acquire the securities. Anyone who wants to acquire the securities will need to complete the application form that will be in or will accompany the disclosure document (which can be done via the electronic application form which will become available by clicking the bid button above).