Real Asset Management Initiates Tranche 2 Placement of Secured Income Notes for Qualified Investors

Tranche 2 Placement Structure and Investor Eligibility

The placement targets investors classified under the Corporations Act 2001 (Cth) as sophisticated and professional, per sections 708(8) and 708(11). Similarly, in Hong Kong, participation is restricted to Professional Investors under the Securities and Futures Ordinance. This limitation underscores the wholesale nature of the secured income notes, differentiating them from retail debt instruments available to the general public.

RAM Income Capital Ltd, a dedicated entity for issuing and managing the secured income notes, is the issuer. Henley Underwriting & Investment Company Pty Ltd holds the Australian Financial Services Licence and acts as the authorised intermediary, enabling RAM Income Capital Ltd to make offers despite lacking its own AFSL. This licensing arrangement ensures compliance with Australian regulations while facilitating the capital raising.

Joint Lead Managers’ Role in Placement Execution

The placement is managed by three Joint Lead Managers: Ord Minnett Limited, Real Asset Management Pty Ltd, and Westpac Institutional Bank. Ord Minnett Limited brings extensive experience in capital markets, Real Asset Management serves as both Investment Manager and co-manager of the placement, and Westpac Institutional Bank contributes institutional distribution capabilities. Together, they structure the offering, engage potential investors, and manage transaction logistics.

The Joint Lead Managers receive fees, indemnities, and reimbursement of expenses from RAM Income Capital Ltd and Real Asset Management Pty Ltd. The placement is not underwritten, meaning there is no commitment by the managers to purchase any unsubscribed notes. This places the capital raising success solely on investor demand without guaranteed underwriting support. Their involvement does not constitute an endorsement or recommendation regarding the suitability of the notes for any investor.

Jurisdictional Restrictions and Compliance Measures

The offering is strictly limited to Australia and Hong Kong. The company explicitly prohibits offering, selling, or distributing the notes in the United States or any jurisdiction where such actions would breach local securities laws. The notes are not registered under the U.S. Securities Act of 1933, and no registration is planned. This restriction narrows the investor base to align with Real Asset Management’s operational footprint.

In Hong Kong, the placement is confined to Professional Investors under applicable regulations. The presentation has not been registered as a prospectus under Hong Kong’s Companies (Winding Up and Miscellaneous Provisions) Ordinance or authorised by the Securities and Futures Commission. Purchasers in Hong Kong are prohibited from offering or selling the notes publicly within six months of issuance. RAM Investment Advisors Limited, affiliated with the group, holds a Securities and Futures Commission licence (CE number BGL803) for securities dealing, advisory, and asset management, reflecting the group’s regulatory compliance in Hong Kong.

Link to September 2025 Prospectus and Ongoing Disclosures

The Tranche 2 placement forms part of a broader capital raising program outlined in the prospectus dated 15 September 2025, lodged with ASIC and filed with the ASX. Investors are advised to review this prospectus alongside the Tranche 2 presentation to fully understand the notes’ terms, securing assets, and associated risks. The prospectus includes a detailed summary of key risks, which prospective investors should carefully consider.

Real Asset Management commits to continuous disclosure under ASX listing rules. Investors should consult the issuer’s periodic financial reports and continuous disclosure announcements available on the ASX website at www.asx.com.au. This transparency provides ongoing material information regarding RAM Income Capital Ltd’s financial status and asset performance, essential for informed investment decisions.

Investment Management Expertise of Real Asset Management

Real Asset Management Pty Ltd, holding AFSL 484263, manages the assets or cash flows securing the notes. Its dual role as Investment Manager and Joint Lead Manager signals confidence in the investment strategy and asset management approach. Specialising in real asset management, the company operates within a niche segment focused on tangible, income-generating investments.

This dual capacity aligns issuer and investor interests but may also present potential conflicts of interest. The company discloses such conflicts and adheres to financial services licence obligations to manage them. The presentation emphasizes that it does not consider individual investor circumstances, placing responsibility on investors to assess suitability independently.

Investor Targeting and Distribution Strategy

The placement exclusively targets sophisticated and professional investors, reflecting the wholesale and complex nature of secured income notes. These investors typically include institutions, high net worth individuals, and experienced market participants as defined under relevant laws. This approach avoids extensive retail disclosure requirements, facilitating a more streamlined capital raise.

Joint Lead Managers leverage their institutional relationships to distribute the notes effectively. The non-underwritten nature means the placement’s success depends entirely on genuine investor interest at the offered terms, without a fallback underwriting guarantee.

Regulatory and Licensing Framework

RAM Income Capital Ltd does not possess an Australian Financial Services Licence. To comply with regulations, Henley Underwriting & Investment Company Pty Ltd (AFSL 260967) acts as an authorised intermediary under section 911A(2)(b) of the Corporations Act. This arrangement enables the issuer to lawfully offer the notes through a licensed entity, a common structure in specialist investment vehicles.

The presentation is not a prospectus or offer document under Australian or other jurisdictional laws and has not been filed with ASIC or other regulators. It serves as an informational document to be read alongside the formal 15 September 2025 prospectus, which remains the authoritative disclosure source.

Information Validity, Timing, and Investor Due Diligence

All information is current as of July 2026. The company notes that neither the presentation nor its contents guarantee ongoing accuracy beyond the publication date. Investors should seek updated information from the issuer, Investment Manager, or Joint Lead Managers if significant time passes before investment.

Market and industry data may derive from third-party sources without warranties of accuracy or completeness. Opinions and estimates reflect the issuer’s judgments as of publication and may change without notice. Investors acknowledge risks associated with forward-looking information and agree to the terms by relying on the presentation.

Next Steps for Interested Investors

Prospective participants should contact Ord Minnett Limited, Westpac Institutional Bank, or Real Asset Management Pty Ltd to express interest and obtain application details. The process includes submitting applications, certifying investor status, and arranging settlement. Specific timing, capital raise size, and note terms remain subject to ongoing discussions and will be communicated to qualified investors.

Before investing, all interested parties must review the full 15 September 2025 prospectus, key risk summaries, and the latest financial and disclosure reports filed with the ASX. Independent professional financial and legal advice tailored to individual circumstances is strongly recommended due to the wholesale nature, leverage, and complexity of the secured income notes and underlying asset strategy.