Demonstration platform
RWA oa is a pre-launch concept and this site is a demonstration platform. It holds no Australian Financial Services Licence, makes no offer of any financial product, and every asset, entity, document and figure shown is fictional and illustrative.01Purpose and scope
This disclosure describes the principal risks of the wholesale investment vehicles described on this site, in both the debt and the equity structure. It is a summary and is not exhaustive; the Information Memorandum and trust deed for a specific vehicle govern that vehicle. Nothing in it is financial product advice, and it does not take account of any person’s objectives, financial situation or needs.
Draft wording. Not yet reviewed by counsel.
02Capital is at risk
An investment of the kind described would be speculative. The value of a holding depends on the performance of one asset or one development, and a wholesale investor may lose part or all of the capital subscribed. Units and notes are not bank deposits, are not guaranteed by any government scheme, and are not obligations of RWA oa Pty Ltd. No compensation scheme applies.
Draft wording. Not yet reviewed by counsel.
03No assured return
Every forward-looking figure published for a vehicle (target yield, target IRR, target multiple, or a fixed contractual rate) is a target or a contractual term, not a forecast and not a promise. Actual distributions may be lower, later, or nil. On the debt side a fixed rate is contractual rather than guaranteed: it depends on the project completing and on the security holding its value.
Draft wording. Not yet reviewed by counsel.
04Illiquidity
These are illiquid interests intended to be held for the full term of the vehicle: to practical completion for notes, to exit for units. A secondary transfer facility exists in the platform, but it is not licensed, carries no market maker, and is not assured. Assume no market and no price exists, and subscribe only capital that can remain committed for the whole term and longer if delivery is delayed.
Draft wording. Not yet reviewed by counsel.
05Risks specific to debt
Noteholders take no share of profit, so the agreed return is the best possible outcome while the downside remains real. Interest accrues to practical completion and is paid only when the project reaches it: delay moves the payment date, and developer failure turns the investment into a recovery exercise against a part-built asset. Security is only as good as the value realised on enforcement, and enforcement takes time.
Draft wording. Not yet reviewed by counsel.
06Risks specific to equity
Equity is first-loss capital and is paid after every dollar of senior debt and note principal and interest. Vacancy, tenant default, valuation movement, cost overruns, planning setbacks and softer sales reach equity before they reach any other capital in the structure. Development vehicles distribute nothing during delivery, and a preferred return is cumulative rather than guaranteed.
Draft wording. Not yet reviewed by counsel.
07Development and delivery risk
Development carries construction cost inflation and builder insolvency, delays from weather, labour, supply chains and utility connections, planning and building-approval setbacks, ground and environmental conditions, defects and remediation, and pre-sale or leasing shortfalls at completion. A fixed-price contract and certified drawdowns reduce these risks; they do not remove them.
Draft wording. Not yet reviewed by counsel.
08Leverage
Where a vehicle uses an external senior facility, that facility ranks ahead of every investor in the waterfall and its covenants can constrain the vehicle’s options. Leverage magnifies outcomes in both directions: a modest movement in end value or in interest cost can change an equity result materially, and can erode the headroom that supports a note.
Draft wording. Not yet reviewed by counsel.
09Concentration: one asset, one vehicle
Each vehicle holds a single asset or a single development, in one location, with one counterparty set. That is deliberate, with no blind pools and no cross-collateralisation, but it means each holding is concentrated by design. Diversification is a decision for the investor across vehicles, not something any single vehicle provides.
Draft wording. Not yet reviewed by counsel.
10Platform and operational risk
RWA oa is early-stage. Registry, reporting and payment operations depend on systems and service providers, and on the platform continuing to operate. Software defects, security incidents or provider failure could delay reporting or payments. If RWA oa ceased operating, realising or transferring a holding could take substantial time even where the underlying vehicle is sound.
Draft wording. Not yet reviewed by counsel.
11Tax
Distributions from a trust may comprise income and capital components, and interest on notes is generally assessable income, with different consequences for different investors. Annual tax statements would be provided for each vehicle. Nothing on this site is tax advice; wholesale investors should obtain their own advice on their circumstances.
Draft wording. Not yet reviewed by counsel.
12Concept status and no offer
RWA oa does not hold an Australian Financial Services Licence and this site is a concept demonstration. Nothing on it is an offer, invitation, solicitation or recommendation in respect of any financial product, nor financial product advice. Any live offering would be made only to investors who qualify under s708, under complete offer documents, with a jurisdiction-specific version of this disclosure.
Draft wording. Not yet reviewed by counsel.