INFORMATION MEMORANDUM - Lion Property Group · INFORMATION MEMORANDUM 3 This Information Memorandum contains everything you need to know about our latest Property Development offering:

1INFORMATION MEMORANDUM

INFORMATIONMEMORANDUM

EMINENCE CAMBERWELL PTY LTD (ACN: 623 039 583)A SUBSIDIARY OF LION PROPERTY GROUP

eminence.


TABLE OF CONTENTS

1. Our Offer

2. History and Experience

3. Our Investment Model

4. The Australian Property Market

5. Investment Information

6. Development Information

7. Funding and Expected

I. Letter from the Founders

II. Executive Summaries

Development Costs

6

7

11

16

18

19

52

3

4

54

55

56

57

58

70

71

8. Disclosure

9. Related Party Transactions

10. Material Agreements

11. Risks

12. Our Other Developments

13. Investment Instruction

14. Application Form


This Information Memorandum contains everything you need to know about our latest Property Development offering: Eminence.

Located at 2-4 Cornell Street in the prestigious suburb of Camberwell, our plans for this 1,250 square metre site involve four 4-bedroom luxury homes ranging from 340-390m2 internal floor space with a pool in each. We anticipate a final combined selling price in excess of AU$12,000,000.

Eminence is our eighteenth overall property development, and our fifth in Melbourne. While a flat or declining market in Melbourne may appear to put this Development in a weak position, it is actually beneficial. As a result of recent market factors in Melbourne, we were able to buy these adjacent lots for $400,000 less than their prices a year ago, with a settlement period of one year. Purchasing at this price and with these terms has started this Development off on a strong foot.

Recent slow to declining values indicate that the Melbourne market is poised for recovery. As such, these homes will be in a prime position to capitalise on recovering prices in line with our projections upon completion.

We thank you for your consideration.

Sincerely,

LETTERFROM THE FOUNDERS

Michael PeroumalHead of Sales

Garry PesochinskyHead of Developments

John SaderHead of People & Culture


LION PROPERTY GROUPEXECUTIVE SUMMARY

Office Locations Melbourne & Brisbane

Business Type Property Sales, Property Development

Team Size 30

# of Projects 18

Funds under Management AU$42,000,000

Gross Realisation Value AU$165,000,000

Real Estate License 082419L

ACN 625 889 367

ABN 13 625 889 367


PROJECTEXECUTIVE SUMMARY

Offer Name Eminence

Location Camberwell, Victoria

Fund Structure Unit Trust w/ SPV as Trustee

Purpose of Offer Raise Capital to Develop Land

Investor Restrictions None

Rate of Return Minimum 25%

Investment Term 24 Months Fixed

Offer Open Date June 28th 2019

Offer Close Date August 13th 2019

Expected Completion August 2021

Subscription Amount AU$5,000,000

Key Benefits High Return / Investment secured against land / Experienced team

Risks See Section 11

Exit Strategy Sale of Completed Properties

Delay Penalty 2% per quarter past Investment Term


1.1 - Location

The site of this Development is 2-4 Cornell St, Camberwell, Victoria, Australia. This address is 1,250m2 in size.

1.2 - Fund Structure

This development is set up as a Unit Trust. All income and capital is distributed to Unit holders according to their number of units. The land acquired for this Development is wholly owned by the Unit Trust.

1.3 - Purpose of Offer

This project is seeking to raise funds which will be used to purchase the land listed above and obtain the permits required to create four luxury homes. These funds will also be used to cover fees and administrative costs.

1.4 - Investor Restrictions

There are no restrictions. This offer is open to all types of investors, including individuals, companies, and trusts.

1.5 - Expected Returns

This project is offering a minimum rate of return of 25% via the End Payment model, equivalent to 12.5% per annum. For Cash Flow investors, we are offering up to 10% per annum dependent upon investment term.

1.6 - Investment Term

The investment term for this Development is 24 months commencing from the Offer Close Date. In the event that the Development runs over this duration, we will provide investors with additional returns at a rate of 2% per quarter for the extended duration.

1.7 - Purchase Settlement Date

Land Settlement for our purchase of both lots is scheduled for February 17th, 2020, but may be accomplished sooner.

1.8 - Subscription Amount

This project is seeking to raise AU$5,000,000.

1.9 - Disclaimer

The investor acknowledges and agrees that this Information Memorandum and any other marketing material provided to or inspected by the Investor is intended only as an indicative representation of the Development. The Investor acknowledges that:

a. The Investor has not relied on its inspection or material contained in the Information Memorandum or any other marketing material in entering into the Investment Agreement; and

b. To the extent of any inconsistency between any details contained in the Information Memorandum or any other marketing material in relation to the Development and plans, that the Investment Agreement prevails.

OUROFFER1


2.1 - Company History

In early 2018, the three Directors of Lion Property Group, united by their common vision of creating a legacy through the vehicle of property development, stepped up and became equal owners of Investments Squared Pty Ltd.

In May 2018 Lion Property Group was incorporated, and Investments Squared Pty Ltd, along with all of its assets, became a subsidiary of the newly founded Lion Property Group Pty Ltd.

The acquisition of Investments Squared provided Lion Property Group with a foundation of over 130 active investors, nearly AU$30 million in managed funds, 13 active projects, and a gross realisation value of AU$130 million, which has only grown since then.

2.2 - Our Services

At Lion Property Group we offer two primary services:

Investing in Property Development ProjectsOur Property Development investment model allows us to create wealth, build homes, and change lives. Our Developments are located across Australia and have successfully delivered millions of dollars of profit into the hands of our investors.

Property SalesIn addition to our trusted channel partners who sell our Developed properties, we also maintain an internal Sales division to ensure we fulfill our commitments to investors by selling all properties in a timely manner.

2.3 - Our Mission

“Delivering high performance investment results for all stakeholders.”

2.4 - The Team

The Lion Property Group team consists of 28 employees in two offices. Our primary office is located in Melbourne with the following staff:• 3x Directors/Department Heads• 3x Capital Advisory Consultants• 3x Development/Property Admins• 5x Marketing Specialists• 5x Support Roles

Our Brisbane satellite office consists of the following staff:• 4x Property Sales Consultants• 1x Support Staff• 2x Senior Property Managers• 1x Assistant Property Manager• 1x BDM/Leasing Manager

2.5 - Our Companies

In your interactions with this Development, you will come across five companies: Lion Property Group, Lion Property Group Sales, LPG Property Developments, LPG Capital Advisory, and Eminence Camberwell Pty Ltd.

• Lion Property Group is the parent company, with each branch of the business as a subsidiary company under this parent.

• LPG Property Developments is the subsidiary company which manages our Developments.

• Lion Property Group Sales is the subsidiary company which will manage the sale of the subdivided land.

• LPG Capital Advisory is the subsidiary company responsible for raising capital for our Developments.

• Eminence Camberwell Pty Ltd is a SPV which has been created for the purposes of managing this particular Development. See Section 5.4 for details about the SPV structure.

HISTORY ANDEXPERIENCE2


Garry PesochinskyCert IV of Financial Services (F/MB)

Garry Pesochinsky’s journey through life has had many twists and turns. He began his professional career working in the IT industry, starting at an IT helpdesk position and working his way up over eleven years to an IT Team Leader at National Australia Bank.

Garry’s interest in Property Development started in his personal life. His father flipped properties for 25 years, and after having his second child, Garry decided to try something similar.

His first property development was an older home located on a 700 square metre block of land in Brighton East, which he subdivided, built another home, and resold the original while he moved into the new property. While he encountered challenges along the way, Garry was encouraged by his success and continued to develop properties. His next two Developments were located in Camberwell.

At the age of 27, while working for NAB, and undertaking these Developments, Garry decided to start a new business with his younger brother and study to obtain his Certificate IV in Financial Services. He juggled all of this for three years.

After three years, Garry decided to quit his safe NAB job and follow his passion and grow his business. Over the next decade, Garry and his brother grew their business from two employees working out of a spare bedroom into a medium size business with over eighty employees in three offices in Melbourne, Sydney, and Brisbane.


In 2015, Garry added another branch to his business: Property Developments. In the period from 2015-2018 under his leadership, the Developments branch managed 14 projects, with 100 clients and over $20 million in funds under management.

In early 2018, Garry decided to focus his attention on Property Developments and purchased the subsidiary companies which managed the Property Developments of his business and formed Lion Property Group with his new business partners.

At Lion Property Group, Garry works as Head of Developments where he utilizes his skills in project management, site evaluation, finance, and capital raising to keep sixteen active projects on schedule.

Garry’s goal in life is to empower as many people as possible to achieve ultimate freedom. In addition to being a tremendous vehicle to generate wealth for Investors, Property Developments allow Garry to build better homes and better communities for society.

IN 10 YEARS, GARRY GREW HIS BUSINESS FROM TWO

EMPLOYEES TO OVER EIGHTY


Michael is a fully Licensed Real Estate Agent (LREA) and Associate Fellow of the National Real Estate Association (AFNREA). His direct yet open approach has enabled him to assist thousands of clients to confidently and safely build their successful property and development portfolios. With core values of integrity and trust, Michael loves developing the belief, skills and wisdom to empower any property development/investor to achieve the results the want and desire. On a personal note, Michael became a father in 2010. It was at this point that he truly understood the power and meaning of leaving an eternal legacy to the world, and began the next phase of his life journey to continually update his knowledge and develop his skills to ensure he performs at the highest level.


Michael PeroumalLicenced Real Estate Agent (LREA)Associate Fellow of the National Real Estate Association (AFNREA)

Michael Peroumal has been working in the Sales industry and assisting Sales professionals for over 25 years. With his direct experience in Property sales, business development, account management, training, and coaching he has developed an intimate understanding of the proven strategies that lead to outstanding sales results. After buying his first investment property at the age of 21, Michael discovered and fell in love with the power of what property can do for your wealth. He has continued his work in the industries of Sales and Property by assisting thousands of clients build their own property investment portfolio. He believes in simple yet practical strategies that are easy to implement which enable people to achieve fast productivity gains, profitability, and life growth.

He has worked all over the world in his professional sales career including Australasia, South East Asia, USA, Europe, and Africa. He has managed, trained, and coached both small and large teams of sales professionals. Under his leadership, these teams consistently achieved outstanding sales results across a large cross section of industries including: Property and Development, Property Consulting, HR/Recruiting, Professional Services, Health & Wellbeing, Wellness Products, High-end Education, Industrial Sales, Direct Sales, Medical & Security services, and Sustainable Energy.

MICHAEL BOUGHT HIS FIRST INVESTMENT PROPERTY AT

21 AND DISCOVERED THE POWER OF PROPERTY



John SaderAdvanced Diploma Management (Bus)Accredited Behavioral SpecialistInternational Coach Guild - Founding Member

With a rich and varied career spanning across two decades, John Sader has worked with high performance teams in a range of industries to deliver outstanding results. Born in Melbourne, Australia, John’s humble beginnings are a catalyst which drive him to master the skills of persuasive communication and leverage these techniques to obtain extraordinary results. As an avid reader with an ever-curious nature, John has devoted himself to understanding what motivates the people who change the world. This journey of knowledge led John to becoming certified by the Coaching Institute. It was here that John specialised in interpersonal communication patterns and how they can be used to improve business outcomes. These skills allowed John to become a facilitator for The Coaching Institute as well as a founding member of The International Coach Guild. Through his years of studies, facilitation, and consulting work, John refined his innate abilities and discovered how to apply his learnings directly within the fields of Sales and Marketing. Coupled with his passion for investing in the Australian property market, John found a synergy which empowered real estate professionals to improve their inbound enquiries and conversion rates.

This focused engagement with traditional and off the plan sales teams served to further sharpen John’s ability to generate highly qualified leads, retain interest, and grow sales through a variety of online and offline applications. As a digital native, John’s interest in online publication, lead generation, campaign management, and delivery of live events brings a depth to the Lion team which is truly invaluable. John is certified in Meta Dynamics and Hypnosis, accredited in Extended DISC Behavioral Profiling and holds an Advanced Diploma of Management. This extensive knowledge is the source of John’s in depth awareness of the human mind, which combined with his industry experience as a senior leader, provides clear guidance which drives Lion Property Group’s high performance culture.

JOHN HAS WORKED WITH HIGH PERFORMANCE TEAMS

IN A RANGE OF INDUSTRIES TO DELIVER OUTSTANDING RESULTS


OUR INVESTMENTMODEL3

* Please note, some steps in this process can occur concurrently, whereas others must occur sequentially. * The duration of certain steps may also be affected by the complexity of the project. Therefore, these timings are indicative only.

The project is opened to tender to find a suitable builder capable of delivering the project to scope and within budget.

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2

3

4

5 6

7

8

9 12

13

14

15

A suitable builder is awarded the tender based on proposed costs, quality of build and prior track record.

Any proper�es which were not sold off-the-plan are listed and sold through our residen�al sales team.

Legal counsel represen�ng both par�es meet to finalise the disbursement of funds and keys are handed over to the new owners.

The profits in the trust account and ini�al investments are distributed back to the investors.

The profits from the sale of the proper�es are deposited back into the trust account created for the project.

Property and land �tles are prepared for the new owners of each dwelling.

Our sales team begin selling the proper�es off-the-plan to raise addi�onal funds and reduce the construc�on loan required.

We locate a site and conduct a feasibility study to ensure the site is suitable and will be profitable as one of our projects.

Investors are gathered to raise required funds to launch the project and monies are deposited into a trust account.

Working closely with our architect of choice, a design is created to op�mise the use of the land available and maximise profit.

Applica�ons are submi�ed to council seeking approval to develop the proposed site layout and any required amendments are made.

The architect’s plans are submi�ed to council for approval to commence the build.

10

The builder engages the required trades and manages the construc�on process through to comple�on.

Finance is obtained to fund the construc�on process.


Step 1: Site Evaluation (2-3 Weeks)

Consultant Costs - AU$10,000

We identify promising suburbs by examining their recent performance and looking for indicators of future price growth such as population increases, infrastructure upgrades, new employment hubs, and additional amenities. From this, we create a shortlist of suburbs that are suitable for property development.

When we locate a land lot of suitable size in a shortlisted suburb, we research the sales history of nearby properties to provide a pricing baseline. We then create a preliminary plan to determine how we can develop the land and how many new properties we can build.

By combining this preliminary plan with the pricing data, we can generate a feasibility report. The feasibility report considers the projected revenue from selling the completed properties and compares it to the expected expenses required to complete the project.

The findings of the feasibility report (see Section 7) determine if we proceed with a Development.

Step 2: Purchase & Capital Raise (1-2 Months)

Capital Raise + AU$5,000,000

Cap Raise Commissions - 150,000 - 200,000

Project Management Fee - AU$2,800

Land Purchase Price - AU$3,375,000

Stamp Duty - AU$185,625

Conveyancing Fee - AU10,000

Council Rates - AU$27,294

When the decision is made to proceed with a Development, the property is purchased by a Special Purpose Vehicle company and a deposit is paid. To cover the remaining cost of the land so that we can successfully settle, we raise capital from investors.

Step 3: Development Design (2 Months)

Consultant Fees:Architect

City plannerLand Surveyor

EngineersLandscaper

- AU$105,000


Once we decide to proceed with a Development, we seek out an architect and city planner to assist with the creation of a design for the Development. The key factor that influences our selection of an architect and city planner is their experience working with properties in the area.

We collaborate to produce a layout and design for the properties that will generate the highest sale price. We also preemptively check with the city planner that our proposed plans meet the requirements of the relevant Council to prevent later delays.

Step 4: Planning Permits & Approval (6-12 Months)


Now that we have a satisfactory plan we must obtain permits to begin construction. Australian planning schemes regulate the use and development of land by requiring permits before certain types of development can start. If the Development involves land subdivision, this is where the subdivision is approved.

We meet with the nominated city planner for the Development to determine if the proposed plan meets Council requirements and what additional information will need to be submitted. We then submit the application.

Each council has their own requirements, which is why we consult with the city planner, but a typical submission involves a site plan, elevation drawings, a written report, costing estimates, and a current Certificate of Title.

Part of the application process is Advertising. Any plan to develop land must be advertised in the area, so that any locals who may be affected by the development are aware of the development and have an opportunity to voice their concerns.




If any appropriate complaints are raised, the building plan may be rejected until those objections are addressed. The period of advertising varies per state but is usually around two weeks.

Once any concerns from neighbours are addressed, we can make a final submission and obtain Development Approval.

Step 5: Building Approval (3 Months)

Consultant Fees:Architect

City plannerLand Surveyor

EngineersLandscaper

- AU$70,000


Once the planning permit is approved, we move to obtain building approval. Building approvals have different names in each state and territory, but the concept is the same. All residential building work involving a new home or a renovation to a home needs a building approval. A building approval must be obtained before any building work can start.

Getting building approval requires us to show the council how the properties will be built, the technical details of construction including all materials, and what Building Code of Australia (BCA) requirements will be met.

Step 6: Tender Process (1 Month)


Once building approval has been accomplished, we go to tender to find suitable builder. We approach a minimum of five builders and obtain quotes from them to build the development. Based on the quotes we receive back from the builders, we select one based on the price, quality, timeframe, and builder’s credentials.

Step 7: Off the Plan Sales (Ongoing)

Deposit from Purchasers (10%) + AU$1,200,000 *

Sales Commissions - AU$180,000 *

Advertising Costs - AU$8,000


To maximise the profitability of the Development, we endeavour to sell all properties as soon as possible. As such, our sales are handled in-house and through the engagement of our selected channel partners.

After receiving council approval we create a contract of sale so that we can legally begin selling the properties. We create ads for Facebook to generate leads who are interested in buying the Development’s properties. We utilize Facebook as our main platform to generate leads because it offers the best cost-per-lead ratio of any marketing platform. By using Facebook’s algorithms to target specific demographics and psychographics, we can advertise to people who are both interested in purchasing property and capable of meeting the finance requirements.

By clicking on the Facebook Ad, the prospective lead is redirected to our website where they fill out an enquiry form.

Each lead who enquires is automatically added to our Customer Relationship Management system and assigned to a specific consultant. This one consultant manages all interactions with the lead to build rapport. The consultant contacts the lead and arranges for a time to meet face-to-face. When they meet, the consultant uses supporting material to assist with the sale.

To reserve the property, the lead pays a reservation fee, officially becoming a client. At a later date, the consultant meets with the client again to arrange for the deposit to be paid and the contract of sale to be signed.

Step 8: Builder Appointment



Based on the quotes we receive back from the builders in Step 6, we select one based on the price, quality, timeframe, and builder’s credentials.

Step 9: Construction Loan (1-2 Months)

Construction Loan + AU$3,970.000

Loan Establishment Fee - AU$10,000



Once a builder has been selected we obtain a construction loan from a lender to pay for the construction process. The interest on a loan is cheaper than the returns we offer to * If all properties are sold at this stage


investors. So by obtaining a construction loan we can keep costs down, increasing profit, thus allowing us to offer greater returns for a smaller number of investors.

Step 10: Construction (9-12 Months)

Construction Costs - AU$3,970.000

Loan Interest (11%) - AU$436,700



The construction process involves several stages. The first stage is to prepare the site. This involves the disconnection of services, demolition of any existing dwellings, and some preliminary plumbing. If the Development involves subdivision, each new lot needs to be prepared with electrical, water, gas, and waste infrastructure. This typically involves connecting to the preexisting infrastructure and establishing a body corporate to manage the shared utilities.

Next is construction of the properties themselves. This involves the creation of a concrete slab as a foundation, followed by the erection of the framing and roof trusses. The next step is to build up the exterior or facade of the properties. Electrical wiring, plumbing, and other piping is built into the walls before insulation is installed and the interiors are constructed. Flooring is installed, as is the tiling in wet areas. Exterior doors, garage doors, and windows are fitted, making it possible for the building to be ‘locked up’ for the first time. Finally, tapware, baths, sinks, mirrors, and vanity items are installed.

Before handover occurs we inspect the properties with the building manager and identify any issues which need to be fixed. Once those issues are fixed, the keys are handed over to us.

Step 11: Established Sales (Ongoing)

Deposit from Purchasers (10%) + AU$1,200,000 *

Sales Commissions - AU$180,000*




This process is similar to the off the plan sales process, except we have additional supporting material for the Sales Consultants. This includes a lookbook, investor book, and a promo video. We may also arrange for on-site inspections/tours of the properties.

Step 12: Titles (2-4 Weeks)

Council Contributions - AU$198,500

We lodge the required documents to the relevant State governing body for title registration.

Step 13: Settlement (1 Week)

Sales Commissions - AU$180,000

Remaining Purchase Amount (90%) + AU$10,900.000

Construction Loan Paid Down - AU$3,970,000

Once we receive the Titles back we officially settle the property and present the purchasers with their Titles and keys to their new property.

Step 14: Profit Deposited

All income from the sale of the developed properties is deposited into our solicitor’s Trust account.

Step 15: Profit Distributed

The monies in the solicitor’s Trust account are then distributed to the Unit Holders in accordance with the Trust Deed, bringing the project to a close.

* If all properties are sold at this stage

* If all properties are sold at this stage


SUBURB REPORTNUNDAH

1Indicative finishes. Final finishes may vary.

NUNDAH, SIDNEY ST

THE PRECEDENT

NUNDAH, SIDNEY ST

THE PRECEDENT

Example Marketing Material


Website

Property Summary

Facebook Ad

Schedule of Finishes

Suburb Report


4.1 - History of the Australian Property Market

It’s a rule of thumb that Australian property prices can be expected to double every ten to twelve years. As noted by Abelson and Chung in their report for the Australian Economic Review, Australia underwent significant housing price booms in 1971-1974, 1979-1981, 1987-1989, and 1996-2003. There were minor corrections after each of these booms, but long-term rises outpaced the falls. Adjusted to compensate for inflation, real house prices rose by 180% between 1970 and 2003.

4.2 - The Current Market

The Australian Bureau of Statistics maintains a Residential Property Price Index, which also lists the mean property price for the combined eight capital cities. We have provided this data from ABS on current Australian house prices below. However, the methodology for compiling the Index was changed in 2013, making the data incompatible with data obtained prior to 2013. As such, data prior to 2013 is not shown.

2013 Q4 AU$539,400

2014 Q1 AU$546,500

2014 Q2 AU$554,800

2014 Q3 AU$563,100

2015 Q1 AU$604,700

2015 Q2 AU$604,700

2015 Q3 AU$612,100

2015 Q4 AU$612,100

2016 Q1 AU$613,900

2016 Q2 AU$623,000

2016 Q3 AU$631,000

2016 Q4 AU$656,800

2017 Q1 AU$669.700

2017 Q2 AU$679,100

2017 Q3 AU$681,000

2017 Q4 AU$686,700

2018 Q1 AU$687,000

THE AUSTRALIAN PROPERTY MARKET4


THE AUSTRALIAN PROPERTY MARKET4

4.3 - Australian Property Culture

Figures from Australian Bureau of Statistics 2016 Census• Total number of Australian households was 8,963,310.• The ratio of detached houses to units is 5:1.• 97% of couples with children live in detached housing.• 57% of detached dwellings have 3 or more bedrooms.• 53% of units are occupied by young single persons.• The percentage of Australian households that own their

home is 67%.• 2,721,862 own their home outright.• 3,326,815 own their home with a mortgage• 2,713,767 rent their home.• 958,032 bought a new home

These figures support the existence of an Australian cultural phenomenon known as the “Great Australian Dream”. In Australia, detached houses in suburban areas are considered the most desirable properties. Owning your own home with a backyard and the stereotypical white picket fence is considered a rite of passage and part of the transition of building a family.

Young Australians reside in units as they establish their independence away from their parents. However, when the time comes for Australians to ‘settle down’, they typically move further away from urban centres where units dominate to suburban areas with detached or low/medium density housing to raise their children.

5:1DETACHED

HOUSESUNITS

9 %FAMILIES LIVE IN

DETACHED HOUSING

7

DETACHED DWELLINGS HAVE 3 OR MORE BEDROOMS

5 %7AUSTRALIAN HOUSEHOLDS

OWN THEIR HOME

6 %7


5.1 - Investor Restrictions

There are no restrictions except for those required by law. This offer is open to any individual, company, or trust that is legally able to invest within Australia.


The total amount that is being raised is AU$5,000,000.

5.3 - Targeted Returns

This project is offering a minimum rate of return of 25% via the End Payment model, equivalent to 12.5% per annum. For Cash Flow investors, we are offering up to 10% per annum dependent upon investment term.

5.4 - Structure

A Special Purpose Vehicle, Eminence Camberwell Pty Ltd, has been established by the Responsible Entity to undertake this Development.

This SPV will be wholly owned by Garry Pesochinsky, John Sader, and Michael Peroumal. The funds raised for this Development will be provided to the SPV for the purposes of undertaking and completing the Development.

This SPV will be the responsible for acquiring the Land and undertaking the Development on behalf of the Investors. The SPV will engage the Development Manager and other professionals to complete and sell the Development.

5.5 - Offer Open & Close Dates

This Development is open to Investors from the 28th of June until the 13th of August. All funds must be in the nominated account by the Offer Close Date to participate.

5.6 - Investment Term

The investment term for this Development is 24 months commencing from the Offer Close Date. In the event that the Development runs over this duration, we will provide investors with additional returns at a rate of 2% per quarter for the extended duration.

INVESTMENT INFORMATION5


6.1 - The Property

The site of this Development is 2-4 Cornell Street, Camberwell VIC 3124 with a total size of 1,250m2.

These sites are currently occupied by two detached houses, one on each lot.

2 Cornell Street was purchased on February 15th, 2019 for AU$1,850,000.

4 Cornell Street was purchased on February 12th, 2019 for AU$1,525,000.

This Development will allow for the construction of four luxury homes. See Section 6.5 for further details on the delivered product.

6.2 - The Suburb

Located just ten kilometres east of the Melbourne CBD, Camberwell is a prestigious suburb known for its impressive educational pedigree and period homes. Camberwell’s atmosphere is the envy of chic metropolitan centres the world over. Trams rumble past shopping strips filled with boutique stores, cafes, restaurants, and supermarkets alike. Camberwell market is a hub for fresh food, art, and niche shops. The art deco construction of Rivoli Cinemas is emblematic of the style that makes Camberwell so beloved.

6.3 - Demographics

As an affluent suburb, the population of Camberwell trends older than the Australian average with a median age of 41 years compared to 38 years. 90.7% of Camberwell residents

work to some capacity: 56.7% of which work full-time and another 34% work part-time.

The average income of Camberwell residents is significantly higher than the Australian average. The median weekly income for an individual is $852 and the median weekly income for a family is $2,772. The Australian averages are $662 and $1,734 respectively.

6.4 - Permits and Plans

This Development requires plans to be approved by the Boroondara City Council before any work can commence, as well as Building and Operation Works approvals.

As part of this process, there is an advertising period for locals to voice their objections to the Development. If these objections are accepted by the Council, the Development Manager will need to adjust and re-submit plans for approval.

6.5 - Final Deliverables

At the time of publication, our plans for Eminence include four luxury homes and each home features four bedrooms and a pool.

6.6 - Market Value

It is anticipated that the completed townhouses will achieve a sales value of $3,000,000 each, providing a gross realisation value of $12,000,000 for the project.

DEVELOPMENTINFORMATION6


LANDMARKS

PORT PHILLIP BAY

SCOTCH COLLEGE

CAMBERWELL GREEN AGED CARE

ST DOMINIC’S PRIMARY SCHOOL

eminence.


MELBOURNE CBD

HIGHFIELD PARK

SIENA COLLEGE

ST DOMINIC’SCATHOLIC CHURCH

MIDDLE CAMBERWELL SHOPPING PRECINCT

CAMBERWELL SHOPPING PRECINCT

SWINBURNE UNIVERSITY OF TECHNOLOGY

VICTORIA GARDENSSHOPPING CENTRE

CAMBERWELLTRAIN STATION

WILLISONTRAIN STATION

CAMBERWELLJUNCTION

XAVIERCOLLEGE


East CamberwellTrain Station

CamberwellShopping Precinct

CamberwellFresh Food Market

CamberwellPrimary School

CamberwellLibrary

CamberwellJunction Tennis Club

Village CinemasRivoli

Camberwell GIrls Grammar School

Camberwell Train Station

Camberwell Place Shopping & Dining District

Camberwell Grammar School

Canterbury Girls Secondary College

BoroondaraPark

RiversdaleTrain Station

Willison Park

Frog HollowReserve

Fordham AvenueKindergarden

WillisonTrain Station

Riversdale Park

HockeyGround


Surrey Gardens

Siena College

Highfield Park

Cooper Reserve

Surrey HillsPre-School Centre

St. Dominic’s Primary School

Canterbury Primary School

Strathcona GirlsGrammar School

Canterbury Sports Ground

ChathamTrain Station

CanterburyTrain Station

Camberwell High School

eminence.






























The Development costs listed in this Section are estimates which have been created using assumptions. Whilst these assumptions have been based on information available at the date of this document, and due care and attention has been exercised in preparing the summary, they may not reflect actual future events.

To understand the possible risks of this project and the actions we are taking to minimize this risk, please see Section 11 or seek further advice.


This development requires a subscription amount of AU$5,000,000 to cover property acquisition costs, capital raising expenses, civil works to subdivide the land, and required plans and permits.

7.2 - Expenses

Development expenses include costs for land purchase, land transfer, conveyancing, taxes, development management, consultants, loan interest, and construction. When calculating expenses, we use conservative estimates to reduce risk.

The incomes listed in these reports are based on our expected market values for the finished properties (see Section 6.6)

The full list of expenses and incomes are visible in the following feasibility report.

FUNDING & EXPECTED DEVELOPMENT COSTS7


FEASIBILITYSTUDY


8.1 - Borrowings

At a later date, the SPV will obtain further loans to cover the cost of construction.

8.2 - Interest Capitalisation

The funds of this Development are subject to Interest Capitalisation and this will be reflected in the accounting of this Development.

8.3 - Portfolio Diversification

Funds raised from this Development will be used solely as described in Section 5.4. Investors will not have any rights to any other assets or income of the Trust.

8.4 - Regulatory Compliance

This investment offer is structured as a property trust in accordance with Regulatory Guide 77 (RG 77). The trust is not required to be registered as a managed investment scheme.

DISCLOSURE8


9.1 - Vendor

The vendor of the Property is not a related party of the Development Manager or SPV.

9.2 - Development Manager

The Development Manager is not a related party of the Builder or any of its directors or associates.

9.3 - Builder

Development Manager and the Builder will be on arm’s-length commercial terms.

9.4 - Distribution

Distributions will be made from receipt of net sale proceeds of the properties on completion. Capital distribution or profit distribution available will be distributed proportionally to Investors in this Development.

A final distribution will be made to Investors after the sale of all Lots and payment of any fees or expenses including selling and marketing costs.

In the event that the properties have not been sold the term may be automatically extended by us in order for all lots to be sold and net proceeds distributed to Investors.

9.5 - Withdrawal Rights

You will not be able to redeem your Units in this Development prior to expiration of the term.

9.6 - Cooling Off Period

There is no cooling off period in relation to issue of Units under this Information Memorandum due to the illiquid nature of the Units. Therefore there is no obligation to accept a request by an Applicant to withdraw their application once received.

RELATED PARTYTRANSACTIONS9


10.1 - Contract of Sale

This Development involves several Contracts of Sale. The Development Manager signed two Contracts of Sale on the 12th and 19th of February, 2019 to buy the land involved in the Development.

During this Development, the Development Manager will be creating additional Contracts of Sale in order to sell the completed property.

10.2 - Investor Agreement

By investing in this Development, an Investor enters into this agreement to provide funds which will be used by the SPV to undertake this Development as outlined by the terms of the Investor Agreement.

10.3 - Management Agreement

The SPV and Development Manager will enter a Management Agreement under which the Development Manager will

be obligated to manage the Development and deliver it in accordance with the terms summarised in the feasibility report.

10.4 - Sales and Marketing Agreements

No sales and marketing agreements have been entered into at the date of this Information Memorandum.

At a future date, the Development Manager may make Sales and Marketing Agreements, appointing marketing groups and agents to facilitate the sale of the completed properties.

10.5 - Construction/Building Contracts

The Development Manager and SPV will enter a Fixed Price Building Contract with a nominated builder. The contract will require the Builder to complete the relevant works for an amount which does not exceed a specified price.

MATERIALAGREEMENTS10


All potential investors should consider if this project is a suitable investment for them. We also recommend seeking independent legal and/or financial advice before proceeding with any large-scale investment.

This Offer is for a single-purpose, non-diversified entity for a property development project. Investors should recognise that there are certain risks involved with investing in property development.

For the sake of transparency, in this section we outline the possible risks of this Development, and steps we have taken to mitigate these risks.

11.1 - Macroeconomic Market Risks

Changes to broad economic factors may have effects on the profitability of this Development. These factors include, but are not limited to: inflation, interest rates, exchange rates, consumer spending, and employment rates.

These risks are present within any business or investment within Australia and are beyond the scope of any one company’s control.

11.2 - Government Policy Risks

The financial performance of this Development is affected by government policy on fiscal, monetary, securities, and industry regulation matters. Changes to Income tax legislation, GST legislation, land transfer laws (also known as stamp duty), and Council permit regulations may have a retroactive effect on this Development

11.3 - Force Majeure Risks

Certain events, such as natural disasters, terrorism, or acts of war, may result in damages or loss to the physical Development. To mitigate this, we will be taking out insurance policies that cover force majeure risks.

11.4 - Sales Risks

The profitability of this Development is dependent upon the sale of the completed properties. If the completed properties do not sell in a timely manner the Investor returns may be affected.

11.5 - Investment Liquidity Risk

At the time of publication, there is no market for the buying and selling of Units within this Development. An Investor may be unable to exit their investment until the Development is complete due to the illiquid nature of the assets.

11.6 - Management Risks

By investing in this Development, Investors accept the operations and investment decisions of the SPV and Development Manager. The success of this Development depends on the performance and decisions of these entities and the third-party service providers they employ. To manage these risks, we will be using experienced individuals with a successful track record and make decisions with Investors’ interests in mind.

11.7 - Litigation Risks

The SPV or its parent companies could become involved in unforeseen litigation which may affect the value of its assets, its income, and its capital returns to Investors.

At the time of publication there is no ongoing or threatened litigation against the SPV, parent companies, or Development Manager.

11.8 - Construction Risks

If construction costs are higher than anticipated, this will affect the profitability of the Development and any returns paid to Investors.

Additionally, a construction contract may be terminated before completion. In this instance, the Development Manager will appoint another builder to complete the Development. Doing so may result in higher costs.

To reduce these risks, the Development Manager will seek Fixed Price Building Contracts.

RISKS11


OUR OTHERDEVELOPMENTS12

A multi-townhouse development consisting of 6 properties built on a 819m² lot in the Brisbane suburb of Nundah. These townhouses have 3 bedrooms, 2+ bathrooms, a study, and car spaces. These homes are designed to offer residents a warm living space which combined nature and style.

Nundah was chosen as a Development site due to its superb location; sandwiched between the Brisbane CBD, Airport, Trade Coast, and Fortitude Valley, and less than 10 kilometres from all of them.

Nundah itself is a rapidly changing and diverse community with a strong focus on family values and supporting local community initiatives. Parks, reserves, sports grounds, and

recreation centres are abounds in Nundah, perfect for getting out for some exercise on the weekend or letting the kids run free after school. The streets are built on gently sloping hills and are lined with luscious flora. Most homes are built in Queenslander style with white painted walls and timber exteriors.

Our chosen architect for this Development is Base Architecture, a multi-award winning firm located in Queensland with specialist knowledge and experience working in the area. Base Architecture have completed over 330 projects since their founding in 2004 and have received over 18 awards from the Royal Australian Institute of Architects.

THE PRECEDENT11 Sidney Street, Nundah, QLD

Images are indicative only.


A multi-townhouse development site of 804m² located in Everton Park. The Two Five Barrymore Development has delivered six townhouses to market, each with 3 bedrooms, 2.5 bathrooms, and included car parking.

8 kilometres north of Brisbane’s CBD, Everton Park is a prospering suburb popular with couples and independents. It’s a short trip to the CBD, whether by catching a train at Enoggera Station or driving by South Pine Road, perfect for white-collar professionals. As a result, the suburb has just under 9,000 residents and the median age is 35.

We chose Everton Park because it is an ideal location for a relaxing lifestyle. Residents can go for a nice bike ride along the Kedron Brook Bikeway, take a stroll through Teralba Park, or get some retail therapy at nearby Brookside Shopping

Centre. The gently sloping hills of Everton Park are lined with vibrant foliage, and the area instils calm in the soul. The area is blessed with amazing weather; it’s almost always a sunny 20+ degrees Celsius.

These factors, combined with the extensive infrastructure and job growth occurring in the CBD, Airport, and Trade Coasts, are setting up Everton Park for some truly astounding growth over the next decade.


TWO FIVE BARRYMORE25 Barrymore Street, Everton Park, QLD




A development of ten townhouses in Everton Park. The final properties have 3 bedrooms, 2.5 bathrooms, and either a single or double car garage. This development combines state of the art architecture with luxurious specifications and top-tier finishes. These stunning homes utilize premium materials like spotted gum and cedar timber, natural porcelains, mosaic tiling, and frosted glass to reinforce the atmosphere of luxury. They also have balconies to offer residents a stunning view of the region.

This Development is just down the road from our previous Development Two Five Barrymore, and the site was chosen for the same reasons.


EVERTON PEAK2-4 Barrymore Street, Everton Park, QLD




A 5-townhouse development in the growing suburb of Stafford. These properties are 3 bedroom homes with 2.5 bathrooms. Panorama Views is raising the bar and changing expectations of homes in this sleepy postwar suburb.

Stafford is another suburb in Brisbane’s north that provides optimal connectivity to the CBD, Airport, and Trade Coast which is why this site was selected. Stafford is 6 kilometres from the CBD, 3.4 km² in size, and home to 6,561 people.

Originally called Happy Valley, Stafford is a residential suburb with Queenslander-style homes and large quarter-acre blocks. Formerly a post-war suburb, Stafford is seeing an influx of

young families looking for homes close to the Brisbane CBD. Stafford lives up to its former name, offering residents a short commute to the CBD, plenty of employment opportunities, amazing weather year-round, and continually improving amenities.


PANORAMA VIEWS29 Gort Crescent, Stafford, QLD




Our largest site in Queensland at 6,753m², the South Pine Views Development will deliver thirty 3-bedroom townhouses to market.

In addition to the benefits of Everton Park outlined previously, this site was chosen because it offers stunning views of the Brisbane CBD. The sloping site also allows us to ensure that each individual townhouse will have access to the view.


EVERVILLE814-818 South Pine Road, Everton Park, QLD




This Development in Gordon Park in situated upon a 1,141m² lot of land. Upon completion this Development will provide an additional ten 3-bedroom townhouses to the suburb.

Located in the middle of Brisbane’s northern suburbs, Gordon Park is a quiet residential area and also the smallest suburb within the Brisbane City Council area. Gordon Park is approximately 6 kilometres north of the Brisbane CBD. Its northern boundary coincides with the Kedron Brook and the plentiful bike paths and walking trails surrounding it. Gordon Park’s excellent position within Brisbane’s inner northern belt

provides immediate access to major infrastructure such as the Airport Link M7 and the Northern Busway.


BANKSIA33 Burnaby Terrace, Gordon Park, QLD




This Development presented some challenges that ultimately resulted in a unique outcome. The two sites (combined 810m²) each contained a Queenslander-style dwelling. Queensland legislation regarding heritage homes means that it would be illegal for us to demolish these homes. Legislation aside, Queenslander-style homes are a niche commodity in high demand, so it would be wasteful to adopt this approach.

With these constraints, we decided to relocate and renovate the two Queenslander homes within the same site (which is allowed by legislation), thus creating space for seven additional

townhouses. The Queenslander homes have 4 bedrooms, five of the townhouses have 3 bedrooms, and two townhouses have 2 bedrooms.


EPOCH19-23 Hamley Street, Wooloowin, QLD




Our first Development in Melbourne, this site offers 7,335m² for us to develop. This large site allows us to construct twenty-six 3-bedroom townhouses, as well as roads and infrastructure to support them.

Pakenham is a suitable suburb for Development due to its recent growth and performance. Since 2016, house prices in Pakenham have grown 7.5%, 11.18%, and 20.71% per year. Unit prices have increased 6.15%, 15.74%, and 9.6% in the same period.

A satellite suburb of Melbourne, Pakenham is 56 kilometres from the CBD, located in the West Gippsland region of

Victoria. Home to 46,000 people, Pakenham has become one of the best locales in Victoria for people seeking the traditional suburban family lifestyle at a budget they can afford. 48.5% of Pakenham residents are couples with children, while independents without children make up only 1.3% of the population.

Our chosen Architect for this Development is Pink Architecture. We chose this architect because of their impressive work history and their lateral thinking abilities, cutting-edge designs, and tremendous work ethic.

THE RESERVE152 Army Road, Pakenham, VIC




The Parkside will create six 3-bedroom townhouses on a 734m² plot in Noble Park. These townhouses feature basement parking, porches, and balconies.

This site shares the same benefits as our other Noble Park Developments, and was chosen for similar reasons. However, this particular site has the additional benefit of being a corner lot with more street frontage.

Our chosen Architect for this Development is Pink Architecture. We chose this architect because of their impressive work history and their lateral thinking abilities, cutting-edge designs, and tremendous work ethic.

THE PARKSIDE10 Romsey Street, Noble Park, VIC




Our largest Development to date in terms of land size, The Beacon will convert a 12,261m² vacant lot into ten house subdivisions as well as an additional 28 townhouses for a total of 38 properties.

Beaconsfield is a satellite suburb of Melbourne, Victoria, Australia, 46 km south-east of Melbourne’s Central Business District, located within the Shire of Cardinia local government area. This suburb was chosen as a development site for several reasons.

Firstly, Beaconsfield is a desirable place to live, offering residents easy access to a variety of high quality amenities, including schools, daycares, parks, reserves, shops, restaurants, and community facilities.

Secondly, the performance of Beaconsfield in the past two years indicates potential for investors. Beaconsfield units have grown 13.17% in 2017 and 13.33% in 2016, and Beaconsfield houses grew 18.14% in 2017.

Beaconsfield has excellent connectivity infrastructure, with Bus Route 837, Beaconsfield Train Station, Princes Freeway, and Princes Highway in close proximity.

We chose Human Habitats as the town planner for The Beacon. Founded in 2013, Human Habitats are an urban planning firm located in Docklands, Melbourne who have successfully delivered dozens of planning projects across a variety of industries.

THE BEACON3-7 Pink Hill, Beaconsfield, VIC




The Waterpoint Development will add two uber luxurious Hampton-style houses to market, each with 4 bedrooms, 3 baths, and a private pool. The upper levels will feature water views of the Brisbane river and the CBD.

Hamilton is an inner northern suburb of Brisbane, Queensland, Australia, 7 kilometres from Brisbane’s Central Business District. The suburb of Hamilton is one of Brisbane’s most affluent. In 2013 Hamilton had the highest mean taxable income in Queensland, and in 2018 the median house price was over $1.3 million, more than double the Brisbane average. Hamilton is a retreat for the wealthy seeking a home close to Brisbane without sacrificing the highest quality lifestyle.

The aesthetic of Hamilton offers a blend of contemporary post-modern architecture juxtaposed with heritage-listed

properties like Toorak House, El Nido, and Hamilton Town Hall. The drive into the city proper is accompanied by views of leisure yachts cruising along the river. The skyline features the rising towers of the Brisbane CBD contrasted against the blue sky of perfect Brisbane weather. Nearby golf courses, racecourses, and parks add a splash of green to the scenery, providing ample opportunities for exercise and recreation.

We chose Profile Architecture to design this Development. Based in Brisbane, Profile Architecture are natives to the area with ten years of experience under their belt. In particular, Profile Architecture’s extensive portfolio of high-end multi-million dollar luxury homes was a key factor behind our decision to utilize their services.

WATERPOINT9 Whyenbah Street, Hamilton, QLD




This iconic home will transform one of Brisbane’s most coveted real estate locations into a multi level, multi million dollar home. Perched high above the cityscape on one of Brisbane’s most exclusive street addresses (Toorak Road, Hamilton), this development will deliver high end living with city and harbour views to die for.

This Hamilton site was chosen for similiar reasons as our previous Waterpoint Development. In addition to the superb amenities and heritage of the location, this particular site boasts tremendous uninterrupted views of the CBD and Brisbane River.

We chose Profile Architecture to design this Development. Based in Brisbane, Profile Architecture are natives to the area with ten years of experience under their belt. In particular, Profile Architecture’s extensive portfolio of high-end multi-million dollar luxury homes was a key factor behind our decision to utilize their services.

OLYMPUS49 Toorak Road, Hamilton, QLD




Domestic Money Transfer Instructions

Transfer funds to:

Eminence Camberwell Pty LtdBSB: 083-004ACC No: 75-931-6318

INVESTMENTINSTRUCTIONS13

International Money Transfer Instructions

For our international investors, we suggest using a money transfer service called TransferWise which offers significantly reduced fees compared to most banks.

TransferWise is regulated by the Australian Securities and Investments Commission (ASIC), and registered with the Financial Intelligence Unit (AUSTRAC) as a money remitter. More information on TransferWise’s Security and Regulatory compliance is available at: https://transferwise.com/help/article/1870573/security/security-and-regulatory-information

Here are instructions detailing how to transfer your funds using TransferWise:

1. Go to transferwise.com/au/2. Fill in the amount to transfer3. Create an account4. Follow Instructions5. Transfer funds to:

Eminence Camberwell Pty LtdBSB: 083-004ACC No: 75-931-6318


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DEVELOPMENT APPLICATION FORM

PURCHASER INFORMATION

DEVELOPMENT DETAILS

Consultant:

Given name/s

Middle name/s

Surname

Address

Suburb

City

Purchaser entity

Full company name

Acn/abn

Trust/trustee details

Home phone

Work phone

Mobile

Email

Date of birth

License no & expiry

Given name/s

Middle name/s

Surname

Address

Suburb

City

Purchaser entity

Full company name

Acn/abn

Trust/trustee details

Home phone

Work phone

Mobile

Email

Date of birth

License no & expiry

Development

Investment amount

APPLICANT 1 APPLICANT 2

Date:

PostcodePostcode

Company / Individual / SMSF Company / Individual / SMSF


LION PROPERTY GROUP PTY LTDLEVEL 3, 80 DORCAS STSOUTH MELBOURNEMELBOURNE - VIC

P: (+61) 1300 268 897E: [email protected]

© LION PROPERTY GROUP, 2019

Documents

INFORMATION MEMORANDUM - Lion Property Group · INFORMATION MEMORANDUM 3 This Information Memorandum contains everything you need to know about our latest Property Development offering: