07 Sep 2021

Unit Purchase Plan

ARSN 623 308 850 Responsible Entity One Managed Investment Funds Limited ABN 47 117 400 987 AFSL 297042 Level 1 6 , Governor Macquarie Tower, 1 Farrer Place , Sydney NSW 2000 P: +61 2 8277 0000 • F: +61 2 8580 5700 • www.oneinvestment.com.au Postal Address • PO Box R1471, Royal Exchange NSW 1225 ASX ANNOUNCEMENT 7 September 2021 Gryphon Capital Income Trust (ASX: GCI) — Unit Purchase Plan One Managed Investment Funds Limited ACN 117 400 987 ( Responsible Entity ), in its capacity as r esponsible e ntity of the Gryphon Capital Income Trust ARSN 623 308 850 (ASX: GCI) ( GCI or the Trust ) , announced to the ASX on 11 August 2021, the results of a successful placement of ordinary units in the Trust to wholesale investors ( Placement ) , which raised in excess of $62 million and is now pleased to announce that it will offer ordinary units in the Trust ( UPP Units ) under a non - underwritten Unit Purchase Plan ( UPP ). The UPP is optional and open to all GCI unitholders who were a holder of Units at 7:00pm ( Sydney, Australi a time ) on Monday, 6 September 2021 ( Record Date ) with a registered address in Australia and New Zealand ( E ligible Unitholders ) . The UPP offers existing Eligible Unitholders the opportunity to increase their interest in the Trust by purchasing up to a maximum A$30,000 worth of UPP Units . The UPP Units will be offered at an Issue Price of A $2.01 per UPP Unit ( Issue Price ) being the same price paid by wholesale investors under the Placement . The Issue Price represents a 1.66% discount to the five day trading VWAP of ordinary units in the Trust, up to and including the Record Date . Eligible Unitholders must apply for a minimum parcel of A$1,000 worth of UPP Units. The UPP is expected to open at 10:00am ( Sydney, Australia time ) on Tuesday, 14 September 2021 ( Offer Opening Date ) and is expected to close at 5:00pm ( Sydney time ) on Friday, 1 October 2021 ( Offer Closing Date ) . Applications made by Eligible Unitholders may be scaled back at the discretion of the Responsible Entity. In the event of a scale back of UPP Units , the value of UPP Units allocated to Eligible Unitholders may be less than the parcel initially applied for. If this occurs, any excess money will be refunded , without interest . The Responsible Entity expects to announce the final outcome of the Unit Purchase Plan, including any scale - back, on Tuesday, 5 October 2021. Unitholder approval is not required for the issue of UPP Units under the UPP. The UPP Units to b e issued under the UPP will rank equally with existing ordinary units in the Trust with effect from their date of issue , including in respect of entitlements to distributions. The Responsible Entity will seek quotation of the UPP Units under the UPP on th e ASX. The UPP offer booklet ( UPP Booklet ) containing further details of the Unit Purchase Plan will be released separately and is expected to be sent to all Eligible Unitholders on the Offer Opening Date. Purpose of the UPP The funds raised under the UPP will be used to undertake additional investments consistent with the Trust’s Investment Strategy as disclosed in the Trust’s most recent product disclosure statement dated 4 November 2019 and as amended by changes to the Trust’s Investment Guidelines announced on Thursday 5 August 2021. New funds raised are not expected to impact the Trust’s target return which remains unchanged. The Trust’s investment manager , Gryphon Capital Investments Pty Ltd ( Gryphon ) , has advised the Responsible Entity that it c ontinues to work on a significant pipeline of eligible investments and believes the f unds raised under the UPP will benefit existing unitholders by providing additional scale for the Trust to expand participation in the Residential Mortgage - Backed Securiti es ( RMBS ) and Asset - Backed Securities ( ABS ) market and thereby diversifying the portfolio and providing greater liquidity for GCI unitholders and reducing the operating costs of the Trust on a cost per unit basis. Key Dates Record Date 7.00pm ( Sydney time ) on Monday, 6 September 2021 Announcement of Unit Purchase Plan (UPP) Tuesday, 7 September 2021 Offer Opening Date 10.00am (Sydney time) on Tuesday, 14 September 2021 Offer Closing Date 5.00pm ( Sydney time ) on Friday, 1 October 2021 Results announced including any scale back Tuesday, 5 October 2021 UPP Units issued and allotted Thursday, 7 October 2021 Trading of UPP Units expected to commence on ASX Friday, 8 October 2021 Holding confirmations dispatched to Unitholders Friday, 8 October 2021 The above dates, other than the Record Date, are indicative only and subject to change. The Responsible Entity reserves the right to amend the indicative dates above without notice, subject to the Corporations Act and the ASX Listing Rules. The commencement of trading and quotation of the UPP Units is subject to confirmation from the ASX. About Gryphon Gryphon is a specialist fixed income manager with significant experience in the Australian and International fixed income markets. Gryphon manages individual segregated accounts on behalf of institutional investors and GCI on behalf of wholesale and retail investors seeking opportunities in fixed income credit markets including RMBS and ABS. Gryphon currently manages funds in excess o f $2. 5 billion. Directory Responsible Entity — One Managed Investment Funds Limited ACN 117 400 987 Governor Macquarie Tower Level 1 6 , 1 Farrer Place Sydney NSW 2000 Investment Manager — Gryphon Capital Investments Pty Ltd ACN 167 850 535 Level 1, 50 James Street Fortitude Valley Qld 4006 Unit Registry — Boardroom Pty Limited ACN 003 209 836 Grosvenor Place Level 12, 225 George Street Sydney NSW 2000 Authorised for release by One Managed Investment Funds Limited , the responsible entity of Gryphon Capital Income Trust. One Managed Investment Funds Limited (ABN 47 117 400 987) (AFSL 297042) (OMIFL) is the responsible entity of the Gryphon Capital Income Trust (ARSN 623 308 850 ( Trust ). Information contained in this document was prepared by Gryphon Capital Investments Pty Ltd (ACN 167 850 535) ( Gryphon ). While neither OMIFL nor G ryphon has any reason to believe the information is inaccurate, the truth or accuracy of the information cannot be warranted or guaranteed. This announcement is not a product disclosure statement or offering document under Australian law or under any other law . No action has been or will be taken to register, qualify or otherwise permit a public offering of GCI units in any jurisdiction outside Australia. This announcement is for information purposes only and does not constitute or form part of an offer, invita tion, solicitation, advice or recommendation with respect to the issue, purchase or sale of any u nits in the Trust. This notice does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Nei ther the N ew Units nor any units in the Trust (Units) have been or will be registered under the U.S. Securities Act of 1933 (the Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Units an d Units may not be offered or sold in the United States or to any person acting for the account or benefit of a person in the United States unless they are registered under the Securities Act or unless they are offered or sold pursuant to an exemption from, or in a tr ansaction not subject to, the registration requirements of the Securities Act and any applicable U.S. state securities laws. The New Units to be offered under the Offer may only be offered and sold outside the United States in “offshore transactions” (as d efined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act. Before making any decision regarding the Trust , investors and potential investors should consider the Product Disclosure Statement (PDS) and other conti nuous disclosures available on the Australian Securities Exchange (ASX) website (Disclosure Material). The Disclosure Material contains important information about investing in the Trust and it is important investors obtain and read the Disclosure Material before making a decision about whether to acquire, continue to hold or dispose of units in the Trust . This document contains general information only and is not intended to be financial product advice. It does not take into account any person’s (or class of persons’) investment objectives, financial situation or particular needs, and should not be used as the basis for making investment, financial or other decisions. Investors should also consult a licensed financial adviser before making an investment dec ision in relation to the Trust . This document may contain forward - looking statements based on current expectations, estimates, and projections about the Trust ’s business and the industry in which the Trust invests. Readers are cautioned not to place undue reliance on these forward - looking statements. Neither OMIFL nor Gryphon undertakes any obligation to revise any such forward - looking statements to reflect events and circumstances after the date of this publication. Past performance is not indicative of fu ture performance. Neither OMIFL or Gryphon nor any other person associated with the Trust guarantees or warrants the future performance of the Trust , the return on an investment in the Trust , the repayment of capital or the payment of distributions from th e Trust . To the extent permitted by law, no liability is accepted by OMIFL, Gryphon or their respective directors for any loss or damage as a result of any reliance on this information. Information in this document is current as at 7 September 2021 . 3457 - 7142 - 0950, v. 7
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