RAM Income Capital Announces A$100 Million Placement of Secured Income Notes to Broaden Loan Portfolio

RAM Income Capital’s Investment Approach and Business Model

RAM Income Capital Ltd functions as an alternative income asset manager delivering investment solutions across credit, real estate, and private equity sectors. Managed on behalf of the issuer by Real Asset Management Pty Ltd, a wholly owned subsidiary of RAM Group, the company services institutions and externally advised clients worldwide. Its core investment strategy emphasizes indirect exposure to a diversified portfolio of loan and securitised investments underpinning the secured income notes offered to investors.

The investment framework centers on secured loans originated by Brighten Financial Pty Limited that satisfy portfolio eligibility criteria detailed in the company’s prospectus dated 15 September 2025. This focus on secured lending establishes a clear capital deployment and risk management framework. By concentrating on pre-originated loan assets meeting strict criteria, RAM Income Capital sustains investment consistency while managing exposure across a diversified asset pool. Headquartered in Sydney’s Chifley Tower, the company positions itself as a specialist provider of secured income solutions within Australia’s financial services sector.

Placement Details and Pricing at A$100.00 Per Note

The placement offers up to 1,000,000 new RAM Secured Income Notes to sophisticated and professional investors at A$100.00 per note, consistent with the face value and terms of existing RAM Secured Income Notes. These notes, classified as Tranche 2, carry identical terms and conditions to the original notes trading on ASX under code RAMHA. This alignment ensures investor consistency and simplifies issuer administration, as both tranches operate under the same Trust Deed for the RAM Notes Security Trust with uniform eligibility requirements.

The placement is not underwritten, meaning no guarantee exists to purchase unsold notes. The A$100.00 issue price maintains pricing consistency for existing noteholders. Joint Lead Managers include Westpac Institutional Bank (a division of Westpac Banking Corporation), Ord Minnett Limited, and Real Asset Management Pty Ltd, with Henley Underwriting & Investment Company Pty Limited acting as arranger. The offer opened at 9:00 am on Tuesday, 28 July 2026, and closed at 4:00 pm on Wednesday, 29 July 2026.

Capital Deployment and Portfolio Diversification Advantages

Proceeds will be deployed per RAM Income Capital’s investment strategy, targeting secured loans and securitised investments. Funds will gain indirect exposure to a diversified pool of loan investments and securitised assets, all originated by Brighten Financial Pty Limited and meeting portfolio eligibility criteria in the prospectus. This approach ensures capital supports the company’s core business model without introducing new investment categories.

The issuer and investment manager highlight increased diversification as a key benefit for existing noteholders. As assets grow through this capital raise, the underlying secured asset portfolio diversification will expand proportionally, exposing noteholders to a wider range of loan and securitised investments. Geographic, sectoral, and counterparty diversification aims to reduce concentration risk while maintaining a disciplined investment framework. Strict eligibility criteria remain consistent across all new investments, preserving quality standards.

Improved Trading Liquidity and Impact on Noteholders

The placement is expected to moderately enhance daily liquidity of RAM Secured Income Notes on ASX by increasing both total notes outstanding and the diversity of noteholders. A broader investor base can improve trading depth and frequency, benefiting those seeking to buy or sell positions. The company notes that new investor participation will broaden the noteholder composition, expanding potential trading counterparties.

Enhanced liquidity benefits noteholders wishing to adjust positions or reallocate capital without facing significant bid-ask spreads or trade execution challenges. The ASX trading halt began post-market on Monday, 27 July 2026, and is set to lift upon placement completion announcement or trading resumption on Thursday, 30 July 2026. Settlement of new notes is planned for 12 August 2026, with trading commencing on 13 August 2026, enabling investors to trade new holdings shortly after allotment.

Class A Preference Shares Issuance Linked to Placement Proceeds

Simultaneously with the secured income notes issuance, RAM Income Capital will issue Class A Preference Shares totaling 3.0% of placement proceeds, as detailed in the prospectus. Specific terms, dividend rates, and liquidation preferences were not disclosed in the update but are available in the prospectus. This issuance ensures proportional capital structure expansion aligned with the new note issuance.

The preference shares form a structural component of the capital raise, potentially addressing capital or regulatory requirements related to the Trust Deed or investment vehicle governance. These shares are distinct securities from the secured income notes, creating a layered capital structure serving varied investor objectives or regulatory functions.

Placement Management by Joint Lead Managers

The placement is managed under a Placement and Offer Management Deed by joint lead managers Westpac Institutional Bank (a division of Westpac Banking Corporation), Ord Minnett Limited, and Real Asset Management Pty Ltd. These entities bring institutional distribution, retail and professional client networks, and investment management expertise. Westpac Institutional Bank operates under AFSL 233714, Ord Minnett Limited under AFSL 237121, and Real Asset Management Pty Ltd under AFSL 484263.

Henley Underwriting & Investment Company Pty Limited (ABN 75 000 034 435; AFSL 260967) serves as arranger and authorised intermediary under section 911(2)(b) of the Corporations Act 2001 (Cth), coordinating regulatory compliance and placement mechanics. All placement costs are borne by the investment manager, ensuring existing noteholders incur no direct expenses related to the capital raise, preserving capital for investment deployment.

Trading Halt Schedule and Placement Milestones

The trading halt for RAM Secured Income Notes started post-market close on Monday, 27 July 2026, following the placement announcement. The halt remained during the placement to stabilize capital structure and noteholder composition. The offer opened at 9:00 am on Tuesday, 28 July 2026, and closed at 4:00 pm on Wednesday, 29 July 2026. Placement results were scheduled for announcement before market open on Thursday, 30 July 2026, with trading resuming the same day. This timeline facilitated orderly investor participation with minimal trading disruption.

Settlement of new notes is set for 12 August 2026, with the official issue date on the same day. Quotation and trading commencement on ASX will occur on Thursday, 13 August 2026, allowing immediate trading of new notes post-settlement. Holding statements will be dispatched promptly after allotment. The issuer reserves the right to adjust dates and times subject to joint lead manager agreement and compliance with Corporations Act and ASX Listing Rules. All times are Australian Eastern Standard Time.

Regulatory Framework and Investor Safeguards

New notes are governed by the Trust Deed for the RAM Notes Security Trust, as amended, defining noteholder and issuer rights and obligations. Detailed terms are provided in the attached Notice of Issue released with this update. Investors should consult the 15 September 2025 prospectus for full investment strategy, risk factors, and terms. The issuer confirmed key risks align with those in the prospectus, advising thorough review before investing.

Henley Underwriting & Investment Company Pty Ltd is the authorised intermediary under section 911(2)(b) of the Corporations Act, ensuring offers are made through a licensed entity. MUFG Corporate Markets (AU) Limited serves as Note Registrar, managing investor records and administration. The company clarifies that neither it, the arranger, note registrar, investment manager, joint lead managers, nor their personnel provide securities recommendations or investment advice. Investors should seek appropriate legal, accounting, and tax advice. This announcement is not for distribution in the United States and does not constitute an offer or solicitation there.

Cost-Benefit Analysis for Existing Noteholders

The issuer and investment manager identified two main benefits for current noteholders: enhanced portfolio diversification and improved daily trading liquidity. The capital raise enables building a larger, more varied portfolio of secured loans and securitised investments sourced from Brighten Financial and meeting eligibility criteria, reducing concentration risk and broadening exposure to counterparties and asset classes within the investment universe.

Liquidity benefits arise from increased noteholder numbers and total notes outstanding, potentially improving trading depth and frequency on ASX. Though described as a "moderate" enhancement, improved bid-ask spreads and reduced price slippage may aid investors adjusting positions. All placement-related costs, including management, legal, underwriting, and distribution fees, are covered by the investment manager, ensuring the full A$100.00 per note proceeds are available for loan investments, maximizing capital efficiency.

Investment Manager Expertise and RAM Group Overview

Real Asset Management Pty Ltd, the investment manager responsible for proceeds deployment and portfolio management, is a wholly owned RAM Group subsidiary. RAM Group is an Australian alternative income asset manager offering credit, real estate, and private equity investment solutions to institutional and externally advised clients globally, indicating an international client base. The investment manager holds AFSL 484263, authorizing financial services operations within Australia.

The investment approach is disciplined and transparent, with all loan and securitised investments originating exclusively from Brighten Financial Pty Limited (ABN 26 628 356 669) and adhering to portfolio eligibility criteria in the prospectus. This single-originator model ensures investment quality consistency, allowing evaluation based on Brighten Financial’s underwriting and origination standards. Maintaining this framework across existing and new notes ensures all noteholders participate in a unified portfolio with standardized eligibility and quality.