The Elysian project has been in the works for two years as we have negotiated with nineteen different owners to sell their apartments at 122 Beaconsfield Parade in Albert Park.
This is a superb development site between two heritage buildings: the famous Victoria Hotel and a colonial manor home built by the McLean family in the 1800s.
While the development site is subject to a Heritage overlay in the planning scheme, the property itself is not heritage-listed so it can be demolished. This is what gives this development site so much potential, as the site is currently tremendously under-utilised, consisting of very basic one-bedroom apartments on highly desirable beachfront real estate.
Due to the immense amount of effort required to purchase apartment buildings for re-development, there is zero competition in Albert Park for high-end apartments like the ones we are planning — nobody else has been able to successfully amalgamate a development site in years.
This is not a run-of-the-mill development. We have acquired a piece of the most contested real estate in Melbourne and are planning to build something extraordinary, worthy of the caliber of Albert Park.
We are offering investors a fixed rate of return at 12 percent per annum, paid in monthly distributions. We expect the project to have a 36-month term, but investor returns are pro rated in the event of delays.
Investors are also eligible for an additional profit share, which is paid upon conclusion of the project. This profit share is a significant increase to the net return that we expect an investor will receive. When profit share is included an investment of $250k is anticipated to yield a 46% net return, while an investment of $500k is 56%.
This investment offering provides investors the opportunity to join a landmark property development project with a truly exceptional level of return.
We thank you for your consideration.
This Information Memorandum is issued by 122 Beaconsfield Parade Capital Pty Ltd (ACN 673 553 145), trading under the name Elysian (“Company”). This Information Memorandum relates to the offer of shares in 122 Beaconsfield Parade Capital Pty Ltd. Interests will be issued as shares in 122 Beaconsfield Parade Capital Pty Ltd.
This Information Memorandum is issued by 122 Beaconsfield Parade Capital Pty Ltd (ACN 673 553 145), trading under the name Elysian (“Company”). The Company has appointed Lion Property Group Pty Ltd (ACN 625 889 367) (“Lion”, “we”, “us”, “our”) as the Project Manager of the Company and to assist with marketing efforts.
This Information Memorandum relates to the offer of shares in the Company. Interests in the Company will be issued as shares in the Company.
The Company, at the date of this Information Memorandum, is not, nor is it required to be, registered as a managed investment scheme pursuant to section 601ED of the Corporations Act. This Information Memorandum is not a product disclosure statement for the purposes of Part 7.9 of the Corporations Act.
Interests in the Company will be issued only on receipt of a validly completed Investment Agreement and the receipt of cleared funds. The offer or invitation to subscribe for interests in the Company is subject to the terms and conditions described in this Information Memorandum.
The offer contained in this Information Memorandum is intended for Sophisticated Investors as defined within the Corporations Act. Investments from non-Sophisticated Investors may be accepted by the Company if the investment would comply with relevant legislation.
The distribution of this Information Memorandum and the offering of interests in the Company may be restricted in certain jurisdictions. No recipient of this Information Memorandum in any jurisdiction may treat it as constituting an invitation or offer to them to apply for interests in the Company unless, in the relevant jurisdiction, such an invitation or offer could lawfully be made to that recipient in compliance with applicable law.
Prospective applicants should inform themselves as to the legal requirements and consequences of applying for, holding, transferring, and disposing of shares and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence, domicile, or place of business. It is the responsibility of a prospective investor outside Australia to obtain any necessary approvals in respect of applying for, or being issued with, shares.
Unless otherwise agreed with the Company, any person applying for shares will by virtue of the person’s application be deemed to represent that they are not in a jurisdiction which does not permit the making of an offer or invitation as detailed in this Information Memorandum, and are not acting for the account or benefit of a person within such jurisdiction.
The Company and the Project Manager do not bear any liability or responsibility to determine whether a person is able to apply for shares pursuant to this Information Memorandum.
This Information Memorandum does not purport to contain all the information that a prospective investor may require in evaluating a possible investment in the Company.
The Company reserves the right to evaluate any applications and to reject any or all applications submitted, without giving reasons for rejection. The Company and the Project Manager are not liable to compensate the recipient of this Information Memorandum for any costs or expenses incurred in reviewing, investigating, or analysing any information in relation to the Company, in submitting an application or otherwise.
No cooling off applies to the issue of shares.
Prospective investors should review the Investment Agreement for further information regarding the rights and obligations of investors of the Company. To the extent there are any inconsistencies between the Investment Agreement and this Information Memorandum, the Investment Agreement will prevail.
In providing this Information Memorandum, the Company has not taken into account the recipient’s objectives, financial situation or needs and accordingly the information contained in this Information Memorandum does not constitute personal advice for the purposes of section 766B(3) (“personal advice”) of the Corporations Act. None of the Company, the Project Manager, or their related parties, officers, employees, consultants, advisers, or agents warrant that an investment in the Company is a suitable investment for the recipient.
None of the Company, the Project Manager, or their related parties, officers, employees, consultants, advisers, or agents have carried out an independent audit or independently verified any of the information contained in this Information Memorandum, nor do they give any warranty as to the accuracy, reliability, currency, or completeness of the information or assumptions contained in this Information Memorandum, nor do any of them, to the maximum extent permitted by law, accept any liability whatsoever however caused to any person relating in any way to reliance on information contained in this Information Memorandum or any other communication or the issue of shares.
The Company strongly recommends that potential investors read this Information Memorandum in its entirety and seek independent professional advice as to the financial, taxation, and other implications of investing in the Company and the information contained in this Information Memorandum. In particular, it is important that potential investors consider the risks outlined in this Information Memorandum that could affect the performance of an investment.
None of the Company, the Project Manager, or their related parties, officers, employees, consultants, advisers, or agents guarantee the repayment of capital invested in the Company, the payment of income from the Company or the performance of the Company or an investment in the Company generally. As with any investment there are inherent risks in investing in the Company, including the risk that an investment in the Company is speculative, that the investment may result in a reduction in, or total loss of, the capital value of the investment, loss of income, and returns that are less than expected, or delays in repayment of capital.
The contents of this Information Memorandum are:
The Company has not authorised any person to give any information or make any representations in connection with the Company which are not in this Information Memorandum and if given or made, such information or representations must not be relied upon as having been authorised by the Company. Any other parties distributing this product to investors are not the Company’s agent or representative and are doing so on their own behalf. The Company and the Project Manager are not responsible for any advice or information given, or not given, to potential investors by any party distributing this product and, to the maximum extent permitted by law, accept no liability whatsoever for any loss or damage arising from potential investors relying on any information that is not in this Information Memorandum when investing.
The primary language of this document is English. This document may be translated into different languages. Any translations provided are for reference purposes only. If there is any inconsistency or conflict between the English version of this Information Memorandum and versions of this Information Memorandum in any other language, the English version prevails.
Images, plans, and artistic representations included in this Information Memorandum are illustrative only and are subject to change.
All references to dollar amounts are references to Australian Dollars, unless otherwise specified.
This Information Memorandum may, from time to time, be updated. A new Information Memorandum will be issued to investors if the changes are materially adverse. An updated version of the Information Memorandum is available upon request during normal business hours.
This Information Memorandum was initially published on the 15th of January 2024, and updated on October 2nd, 2024.
| Offer name: | Elysian |
| SPV Company: | 122 Beaconsfield Parade Pty Ltd (ACN 630 155 734) |
| Shareholder Company: | 122 Beaconsfield Parade Capital Pty Ltd (ACN 673 553 145) |
| Location: | 122 Beaconsfield Parade, Albert Park VIC |
| Purpose of offer: | Raise capital to fund the acquisition and development of the site |
| Project deliverables: | 10 high-end apartments |
| Rate of return: | 12% p.a plus profit share (subject to eligibility criteria) |
| Distributions: | Monthly distributions throughout the investment term Profit share is distributed upon conclusion of the project |
| Close date: | Stage 1 — March 29th, 2024 Stage 2 — January 30th, 2025 Stage 3 — TBD |
| Investment term: | Targeted 36 months Expected to conclude December, 2027 |
| Minimum investment amount: |
$100,000 |
| Subscription amount: | Stage 1 — $6,000,000 | 6,000 shares Stage 2 — $6,000,000 | 6,000 shares Stage 3 — $6,000,000 | 6,000 shares |
| LVR: | 30% LVR on an 'as if complete' GRV |
| Risks: | See "Risks & risk mitigation" below. |
| Exit strategy: | Investor capital will be liquidated by the sale of the properties upon completion of the project. |
| Early withdrawal: | Not available |
| Delay compensation: | 12% p.a. pro rata for extended term |
| Investment structure: |
Preferential Shares in the proprietary company deploying capital via secured loan agreement. |
This calculator will show you what your returns may look like, including profit share* based on current profit projections.
Profit share is calculated using the following formula:
\((\dfrac{\textrm{Capital Invested}}{\textrm{Total Capital Raised}})\hspace{.5em}*\hspace{.5em}(\textrm{Project's Net Profit}\hspace{.5em}*\hspace{.5em}\textrm{Profit Share Exposure})\)
Investments between $250,000 and $499,999 receive 25% exposure, while investments above $500,000 receive 50% exposure.
*Profit share is indicative only, subject to change based on real-world performance.
The following figures, projections, and estimates are provided solely for demonstration and illustrative purposes. They are based on assumptions that may or may not reflect actual or future conditions, and therefore do not constitute any form of guarantee or assurance of actual results.
The legal structure of this project involves several different companies which serve different functions. There is a Special Purpose Vehicle (SPV) company which owns the development site, and there is a separate company which holds investor capital. The SPV company is named 122 Beaconsfield Parade Pty Ltd while the capital-holding company is named 122 Beaconsfield Parade Capital Pty Ltd.
When an investor invests in the project, they receive shares in the capital-holding company, usually at a rate of one share per $1,000.
The capital-holding company then provides the capital to the SPV via a secured loan agreement, with the loaned amount being secured against the assets of the SPV, which is the development site. The interest repayments that the SPV makes on the loaned capital is what comprises the investors’ returns.
This structure means that investor capital is collectively secured against the development site via a secured loan agreement. In the event of a project failure or insolvency, the capital-holding company (which represents the investors) can seize the assets of the SPV (the development site) to recoup their loaned capital. If the worst-case happens, investors can sell the site to get their capital back, or take another course of action, depending on what the shareholders vote to do. However, depending on the nature of the secured loan agreement between the capital-holding company and the SPV, investors are not guaranteed to be in a first lien position. The amount of interest charged, and thus the return to investors, reflects the lien position of the loan.
The SPV company also enters into a Management Agreement with Lion Property Group to oversee the project as Project Managers. As the Project Manager, Lion Property Group is responsible for completing the development on behalf of the Company and the investors. This involves, but is not limited to:
This investment structure is utilised because it ensures that investors are protected, but grants us the ability to undertake the development in a timely and efficient manner in line with investor expectations.
While the project’s design is still in the early concept stage, the initial sketches show the configuration and architectural style that we are pursuing.
This project will need to be approved by the City of Port Phillip local council. As the project is still in early design stage, plans are not yet ready to be submitted to Council.
It is expected that the building will sell for a cumulative value in excess of $64 million.
Our pricing is based on standard per-square-metre rates for luxury properties in Albert Park. Most of the apartments are priced at $27,000 per square metre and the penthouse is $33,000 per square metre.
This feasibility study has been prepared using a specialist piece of software called Feastudy.
The income portion of the feasibility lists how this investment will be generating a profit: the sale of the completed properties. No revenue will be generated throughout the lifespan of the project—only upon completion.
Development Costs covers all of the expenses that incurred in the process of undertaking the development. Most of these items speak for themselves.
The Project Manager fee is charged to the SPV by Lion Property Group. This fee is calcuated as a percentage of the expected sales revenue.
The Construction Items are early estimates provided by our preferred builders based on typical market rates per square metre.
Selling fees refers to the fees charged by a realtor to sell the finished properties. Based on average industry rates.
Investor payout is the amount that will be paid out to shareholders over the lifespan of the project.
The Profit Margin is how much profit the project will achieve.
Margin on Development Cost is how much profit the project will achieve relative to the total cost on undertaking the project, expressed as a percentage.
Equity Amount refers to the amount of capital contributed by investors.
Margin on Equity is how much profit the project will achieve relative to the amount of investor capital, expressed as a percentage.
Relative to the Gross Realisation Value, this project has an LVR of 30.34%.
Only a few kilometres from the Melbourne CBD, Albert Park stands as a testament to the seamless blend of nature and urban sophistication.
There’s always something to do in Albert Park, from fine dining and walks on the beach, to a family trip to Luna Park or even a Formula 1 weekend.
We are a boutique real estate development firm who believes in adding value to communities by creating premium homes that people want to live in, and that build the character of the neighbourhoods they exist in.
An award winning Melbourne-based architect who specialises in designing luxury homes. They are our go-to architect for high-end homes.
All investments involve varying degrees of risk. While there are many factors that may impact the performance of any investment, the section below summarises some of the major risks that investors should be aware of when investing in the Company.
Before investing, prospective investors should consider whether the Company is a suitable investment, having regard to their personal investment objectives, financial position, and particular needs and circumstances. Investors should also consider and take into account the level of risk with which they are comfortable, the level of returns they require, as well as their frequency and nature, and their investment time horizon. Investors should seek professional advice in setting their investment objectives and strategies.
The risks described below are not exhaustive and whether a risk is specifically referred to in this section or not, that risk may have a material effect on the performance and value of the Company.
However, the extensive experience of our team allows us to pre-emptively mitigate these risks and adequately handle any unexpected challenges that may arise.
This refers to a risk that negative movements in the overall property market and any market to which the Company is exposed may impact on the capacity to recover fully the amount invested in these markets.
The Company will monitor general economic conditions by receiving regular reports on broad aspects of the Australian economy and the effect of market and other events on various categories of industries and properties. The Company will take into account general market conditions in assessing investments.
Interest rate movements may adversely affect the value of the Company in various ways. Rising interest rates will affect the amount of interest that the Company will be required to pay during the construction phase of the project, which may affect the profitability of the project.
The Company will monitor the cash rate set by the RBA and the interest rates of any lender that the Company is exposed to via variable interest rate loans for any potential changes.
For more information about current interest rate conditions, see this article.
All funds invested into this Company will be deployed to undertake the development project. As such, the Company will be illiquid throughout the investment term until the exit strategy can be realised. As a result, investors will be unable to withdraw from the Company until the end of the investment term.
Investors will only be entitled to income generated by the sale of the completed properties.
There is no secondary market for shares and it is unlikely that any active secondary market will develop.
Investors should only consider an investment in the Company if they are not likely to require access to their investment during the term specified in this Information Memorandum.
The Company will be undertaking this property development in accordance with its mandate. Investors will have no direct control over the property development process nor how capital within the Company is utilised.
There is a risk that the Company's operations may be negatively affected by changes to government policies and regulations. Although unable to predict future policy changes, the Company and Project Manager intend to manage this risk by monitoring and reacting to any potential regulatory and policy changes.
There is a risk that the taxation treatment of the Company will reduce the returns received by an investor. Investors should obtain their own advice regarding the taxation implications of an investment in the Company.
Investors will not be able to control or participate in the day to day operations of the Company, and will not be able to make investment or other decisions on behalf of the Company or have any role in transactions for the Company.
The degree of success of the Company will depend on the expertise and experience of employees of the Company and the Project Manager. There can be no guarantee that employees will continue to be employed by the Company or Project Manager, or will be dedicated to the activities of the Company. The past performance of the Company and Project Manager or their staff is not necessarily indicative of future performance. Despite all efforts in the pursuit of the investment objectives by the Company and Project Manager, there can be no guarantee that these objectives will be successfully met.
Many of the necessary outcomes in undertaking a property development are outside of our direct control. It is possible that third parties, such as architects, planners, engineers, realtors, and local authorities may not complete their work in the agreed upon timeframes. Failure of these third parties to adhere to timeframes will affect the overall timeframe of the development and may cause delays.
We compensate investors for any delays a project may experience by providing additional returns beyond the targeted amount.
Changes to, or unforeseen environmental, archaeological, and ethnographic conditions and requirements may impact the progress and costs of the project. This may result in reduced returns to investors. The Company will mitigate this risk by evaluating the development site and engaging an independent land surveyor to provide a report on the site to determine development suitability.
Investments in the Company may be used for property construction projects and there are specific risks associated with this type of project. These risks include:
The Company may manage this risk and its elements by:
The Company will also require the developer to include a contingency factor on total construction costs in the debt funding required for each project.
There is also a risk that the completion of a project could be delayed. The Company may, at its discretion, extend the term of the investment in the event that the completion of a project is delayed. This may result in capital and income returns to investors also being delayed.
Contractors and third parties engaged to perform works on a project could become insolvent or default under their contracts which may lead to delays or impact on the viability of a project.
The Company will mitigate this risk by selecting contractors with a solid financial position and proven historical performance, backed by Director guarantees, and by ensuring the appropriate insurance policies are in place.
The primary exit strategy for this investment is the sale of the developed properties. It may be more difficult than anticipated to sell the properties or to achieve the anticipated sales price/s. In the event that the properties remain unsold for more than six months after the registration of titles, the Company may implement a secondary exit strategy, such as repurchasing investors' shares or refinancing the development to generate the required liquidity to pay investor capital and returns.
The Quarterly Reports will be sent to your nominated email address, and contain progress photos and documents relevant to the project.
The Company can only accept electronic funds transfers from a bank, building society, or credit union account in the name of the investor. Cash or cheque payments will not be accepted. The bank account details are contained in the Investment Agreement.
To minimise the risk of cyber fraud, bank account details will be verified by phone with our legal team. You should not transfer funds to any third party without first obtaining verification of the correct bank account details. Conversely, we will not use bank account details supplied by you without verification by phone.
Shares will be issued at a price of $1,000 each. The Company may change the issue price of shares to the net asset value of the Company divided by the total number of shares issued less any transaction costs where there is a capital loss incurred by the Company. In determining the net asset value of shares, any accrued income is not taken into account to ensure the stability of the share price.
Investors can provide instructions on their account and investment to the Company by electronic communications, via email.
In respect of electronic instructions, the Company will not accept an instruction unless it is accompanied by the scanned signature(s) and/or company seal of the investor(s).
Only instructions received from an investor or a person authorised by the investor will be accepted by the Company. Investors must comply with any security or verification procedures required by the Company from time to time.
The Company and its related parties, officers, employees, consultants, advisers, and agents will assume that any instructions received in respect of an investor’s investment has been authorised by the investor, and the Company and its related parties, officers, employees, consultants, advisers, and agents will not investigate or confirm that authority (unless the Company is actually aware that the instruction was not authorised).
The Company may refuse to act on any instructions until the validity of the instructions have been confirmed, and the Company (and its related parties, officers, employees, consultants, advisers, and agents) will not have any liability to the investor or any other person for any consequences resulting from not acting on the instruction.
If an investor chooses to provide electronic instructions, the investor releases the Company and its related parties, officers, employees, consultants, advisers, and agents from any claims and indemnifies those parties against all costs, expenses, losses, liabilities or claims arising from any payment or action those parties make based on instructions (even if not genuine) that any of those parties receive and which they reasonably believe are genuine, including as a result of gross negligence or wilful default by any of those parties.
Each investor also agrees that neither the investor, nor anyone claiming through the investor, has any claim against the Company and its related parties, officers, employees, consultants, advisers, and agents in relation to acting on instructions received (authorised by the investor or otherwise). Please be careful. There is a risk that fraudulent requests can be made by someone who has access to an investor’s account information.
The Company may vary the conditions of service of any communications at any time by providing notice, either in writing, by email or other electronic communication.
In applying to invest, you are providing the Company and the Project Manager with certain personal details (your name, address, etc). This information is used to establish and manage your investment in the Company. If you do not provide the Company with your contact details and other information, then it may not be able to process your application to invest.
Under the Privacy Act 1988 (Cth), you can access personal information about you held by the Company, except in limited circumstances. Please let the Company know if you think the information is inaccurate, incomplete, or out of date. You can also tell the Company at any time not to pass on your personal information by advising it in writing.
Under various laws and regulatory requirements, the Company may have to pass-on certain information to other organisations, such as the Australian Tax Office or the Australian Transaction Reports and Analysis Centre (AUSTRAC).
By applying to invest, you give the Company permission to pass information it holds about you to other companies which are involved in helping it administer the Company, or where they require it for the purposes of compliance with AML/CTF law or in connection with the holding of Application Money. The Company may also use your information to provide you with details of future investment offers made by it or the Project Manager.
The Project Manager is also obliged, under their agreements with the Company, to adhere to the Company’s Privacy Policy.
The Investment Agreement sets out the terms and conditions under which it operates, as well as many of the rights, liabilities, duties and obligations of investors, the Company, and the Project Manager. It also sets out the manner in which investor meetings will be convened and conducted. The Company may amend or change the Investment Agreement in accordance with the Investment Agreement.
The Investment Agreement also addresses the following:
(a) Termination of Company
The Company will terminate 80 years after its start date, but
may be terminated earlier by the Company notifying investors of the date of termination.
(b) Company’s role, obligations and rights
The Company’s duties and obligations to
investors are imposed, and functions and powers conferred by, the Investment Agreement, the
Corporations Act, and general law.
Examples of the Company’s powers include acquiring and disposing of the Company’s assets, entering into agreements, and borrowing and raising money.
(c) Company’s indemnity and limitation of liability
The Company has the right to be
indemnified out of the assets of the Company on a full indemnity basis in respect of any
matter, unless it has acted fraudulently, with gross negligence, wilful default, or has
materially breached the Investment Agreement.
The Company is not entitled to be indemnified out of the assets of the Company for its overhead expenses.
The Company is required to comply with AML/CTF Law. This means that the Company will require potential Investors to provide personal information and documentation in relation to their identity when they invest in the Company. The Company may need to obtain additional information and documentation from Investors to process applications or subsequent transactions or at other times during the period of the investment.
The Company may need to identify:
In some circumstances, the Company may need to re-verify this information.
By applying to invest in the Company, investors also acknowledge that the Company may decide to delay or refuse any request or transaction, including by suspending the issue or withdrawal of shares in the Company, if it is concerned that the request or transaction may breach any obligation of, or cause the Company to commit or participate in an offence under, any AML/CTF Law, and the Company will incur no liability to investors if it does so.
The Vendor of the development site and the nominated builder are not related parties of the Company, Project Manager, or any of their officers, employees, consultants, advisers, or agents. Transactions with third parties will be conducted on an arms-length commercial terms.
The Vendor of the development site and the nominated builder are not related parties of the Company, Project Manager, or any of their officers, employees, consultants, advisers, or agents. Transactions with third parties will be conducted on an arms-length commercial terms.
The Company will accept instructions from an investor’s authorised representative if the investor provides the authorised representative’s details on the Investment Agreement. An investor can cancel the appointment of its representative at any time by providing the Administrator with 14 days written notice.
An investor’s authorised representative can do everything that the investor can do in relation to its investment in the Company, including appointing another authorised representative.
If an investor instructs the Company to accept instructions from its authorised representative, the investor releases the Company and their related parties, officers, employees, consultants, advisers and agents from any claims and indemnifies those parties against all costs, expenses, losses, liabilities or claims arising from any payment or action those parties make based on instructions (even if not genuine) that any of those parties receive from the investor’s authorised representative and which they reasonably believe are genuine, including as a result of gross negligence or wilful default by any of those parties.
Each investor also agrees that neither the investor, nor anyone claiming through the investor, has any claim against the Company and their related parties, officers, employees, consultants, advisers and agents in relation to acting on instructions received (authorised by the investor or otherwise).
The Company may vary the conditions of service of any communications at any time by providing notice, either in writing, by email or other electronic communication.
The Company does not expect to provide investors with the opportunity to withdraw from the Company prior to the end of the fixed term. An investment term may be extended in certain circumstances, such as where the project is not completed and realised within the projected timeframes.
Investors should note that their shares may be redeemed by the Company in certain circumstances specified in the Investment Agreement. The Company may redeem investors’ shares at any time on 60 days notice.
Read the
Information Memorandum
Schedule a
call to
discuss the opportunity
Sign and return
the Investor Agreement
