Investment Offer

Morgans is a Joint Lead Manager to the Offer¹

Pengana Investment Management Limited as the Responsible Entity (RE) has announced the launch of ASX listed² Pengana Global Private Credit Trust (PCX) (Trust) to raise up to $250 million³ and has appointed Pengana Credit Pty Ltd as the Investment Manager. The Trust will provide investors with access to a diversified portfolio of leading global private credit fund managers focussed predominantly in the US and Europe, which can complement existing defensive portfolio allocations

The Investment Manager is a part of Pengana Capital Group Limited, which is an ASX listed (ASX: PCG) diversified funds management group based in Sydney, Australia managing over $3 billion for retail investors, high-net-worth clients and financial planners in Australia and New Zealand.

Mercer Consulting (Australia) Pty Ltd (“Mercer”) has been appointed as the Investment Consultant and will assist the Investment Manager in the selection of investments and portfolio construction.

Mercer is one of the world’s largest asset consultants and outsource asset managers with USD$420 billion global assets under management and over USD$16.2 trillion global assets under advisement⁴. In particular, the Trust leverages Mercer’s global leadership in private markets, including private credit fund research, with over 220 private market professionals located in 31 offices across 4 continents⁵ dedicated to understanding the private market landscape and its participants. Mercer manages a number of private debt products that invest directly or indirectly in private debt limited partnerships, commingled funds and other similar investment vehicles. These products are managed by the same investment team, using the same investment process and investing in the same private credit sub-strategies as the Trust.

The Investment Objective of the Trust is to generate strong risk adjusted returns with a high degree of capital protection as well as stable and consistent income (7.00%p.a. target) via exposure to a diversified portfolio of global private credit investments, liquid credit investments and cash.

PCX Overview

The Trust seeks to provide investors with access to a portfolio of leading global private credit fund managers focussed predominantly on the US and Europe, which can complement existing defensive portfolio allocations. Key considerations and benefits of an investment in the Trust are outlined below:

• Diversification: access to a diversified portfolio of private credit investments with diversification across Underlying Manager, strategy, geography, sector, credit quality and type of instrument.
• Monthly cash income: The Trust will target a cash distribution of 7% per annum (net of fees, costs and taxes incurred by the Trust)⁶ paid monthly and so is applicable to investors seeking income solutions for their portfolios. We note the allocation to various private credit strategies is expected to deliver additional return above the 7.00% p.a. monthly distribution. Pengana is entitled to a performance fee above the Hurdle Return of RBA Cash Rate + 6%, with a floor of 7.5%.
• Defensive investment: Access to the global private credit asset class which has a strong track record of low volatility, attractive returns and low correlation to other asset classes such as public fixed income and equity.
• Bespoke solution: Mercer has created a solution tailored specifically to the requirements and objectives of the Trust, utilising its highly experienced team, strong global relationships and fee efficiencies.
• Simplicity: single point of entry to a well-diversified Portfolio of private credit investments (over 2,000 individual loans across 19 Underlying Funds).
• Institutional investment management: access to investment manager capability that is typically only available to institutional clients.
• ASX Liquidity: Private credit investments typically involve the investors’ capital being locked up for a number of years. The Trust will allow investors to gain exposure to global private credit with the flexibility to buy and sell Units on the ASX.
• Capital management initiatives: where the RE considers appropriate, the RE will undertake various capital management initiatives that are ultimately designed to reduce the likelihood of the Unit price deviating materially from the NAV including regular off-market scheme buy-backs. One such initiative is a regular off-market scheme buy-back. The RE proposes to make an offer to buy-back 5% of the issued capital of the Trust at the NAV per Unit each calendar quarter on an off-market basis. Please refer to Section 6.12 for further information in respect of the buy-back proposals and other capital management initiatives.

Key features of the Offer

• Ability to secure a Broker Firm allocation in the Pengana Global Private Credit Trust.
• A “day 1” NAV per Unit of $2.00, being not less than the Subscription Price.
• Monthly target cash distributions of 7% p.a. (net of fees and expenses)⁶
• Exposure to the global private credit asset class which has a strong track record of attractive returns and low correlation to other asset classes
• Access to investment manager capability that is typically only available to institutional investors
• Expected low capital volatility
• ASX listed liquidity (expected to be quoted on ASX under the code PCX)²

Issuer:  Pengana Investment Management Limited (Responsible Entity)
Transaction:  Initial Public Offering (IPO)
Morgans Role:  Joint Lead Manager
Offer Size: $250 million
Offer Launch Date: 29 April 2024
Offer Opening Date: 20 May 2024
Offer Closing Date: 6 June 2024
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Prior to investing, you should consider the risks involved and whetherthey are appropriate for your objectives and financial circumstances. The Trustwill provide exposure to a portfolio of global private debt investments. As such,the Trust is exposed to the risks that are specific to these assets, a borrower’s ability to repay the loan outstanding.

You should ensure that you understand the Terms and risks of investing in Units and consider whether it is an appropriate investment for your particular circumstances. The risks associated with an investment in the Trust could result in the loss of your investment and associated income. Before applying for units in the Trust all investors should consider whether an investment in the Trust is a suitable investment for them including by considering the key risks detailed in Section 8 of the PDS. Cooling-off rights do not apply to an investment in Units pursuant to the Offer. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.