Metrics Income Opportunities Trust : Entitlement Offer Product Disclosure Statement

For personal use only

METRICS INCOME OPPORTUNITIES TRUST

Product Disclosure Statement Metrics Income Opportunities Trust (ARSN 631 320 628)

RESPONSIBLE ENTITY

The Trust Company (RE Services) Limited (ACN 003 278 831; AFSL 235 150)

MANAGER

Metrics Credit Partners Pty Ltd (ACN 150 646 996; AFSL 416 146)

MANAGER		LEAD ARRANGER AND JOINT LEAD MANAGER
AFS Licence 416146		AFS Licence 247083
			JOINT LEAD MANAGERS

DISTRIBUTION PARTNER

AFS Licence 322140

AFS Licence 237121

AFS Licence 235410

AFS Licence 238383

Metrics Income Opportunities Trust

Product Disclosure Statement

onlyIMPORTANT NOTICES

The Metrics Income Opportunities Trust ARSN 631 320 628 (Trust) is an Australian registered managed investment scheme.

This document is a product disclosure statement (PDS) for the purposes f Part 7.9 of the Corporations Act.

This PDS is issued by the responsible entity of the Trust. The responsible entity of the Trust is The Trust Company (RE Services) Limited ACN 003 278 831

useAFSL 235 150 (Responsible Entity).

The Responsible Entity has authorised the Manager (defined below) to provide investment and other services to the Trust, pursuant to an investment management agreement entered into between the Responsible Entity and the Manager. The manager of the Trust is Metrics Credit Partners Pty Ltd ACN 150 646 996; AFSL 416 146 (Metrics or Manager).

Taylor Collison Limited ABN 53 008 172 450, AFSL 247 083 (Taylor Collison) is acting as the Lead Arranger and Joint Lead Manager to the Offer. Ord Minnett Limited ABN 86 002 733 048, AFSL 237 121 (Ords), Morgans Financial Limited ABN 49 010 669 726, AFSL 235 410 (Morgans) and Wilsons Corporate Finance Limited ABN 65 057 547 323, AFSL 238 383 (Wilsons) are acting as Joint Lead

personalManagers to the Offer. The Lead Arranger will arrange, and the Joint Lead Managers will together manage, the Offer on behalf of the Trust.

The Lead Arranger, Joint Lead Managers and Distribution Partner functions should not be considered to be an endorsement of the Offer or a recommendation of the suitability of the Offer for any investor. The Lead Arranger, Joint Lead Managers and the Distribution Partner do not guarantee the success or performance of the Trust or the returns (if any) to be received by investors. None of the Lead Arranger, Joint Lead Managers and the Distribution Partner n r any other person is responsible for, or has caused the issue of, this PDS.

PDS

This PDS is dated 10 February 2022 and a copy of this PDS was lodged with the Australian Securities and Investments Commission (ASIC) on that date.

Neither ASIC nor the ASX (or their respective officers) take any responsibility for the contents of this PDS or the merits of the investment to which this PDS elates. Units issued under this PDS will be issued by the Responsible Entity on the terms and conditions set out in this PDS.

NOT INVESTMENT ADVICE

The information contained in this PDS is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs.

Before deciding to invest in the Trust, you should read this PDS in its entirety. You should take into account all risk factors referred to in this PDS (including

Forthose in Section 8) and consider whether acquiring Units represents an appropriate investment in view of your personal circumstances. You should carefully

c nsider your particular investment objectives, financial circumstances and investment needs (including financial and taxation issues) and you should seek advice from your professional adviser before deciding whether to invest. You should consider the risk factors that could affect the financial performance of the Trust. There is no guarantee that the Units offered under this PDS will provide a return on capital, lead to payment of distributions or that there will be any increase in the value of the Units. If you wish to apply for Units you must do so using the relevant Application Form.

No person is authorised to give any information or to make any representation in connection with the Offer, which is not contained in this PDS. None of the Manager, the Responsible Entity, the Distribution Partner nor any other person associated with the Trust guarantees or warrants the future performance of the Trust, the return on an investment made under this PDS, the repayment of capital or the payment of distributions on the Units. Any information or representation in relation to the Offer not contained in this PDS may not

be relied on as having been authorised in connection with the Offer by the Responsible Entity, Manager or any other person that may have liability for the content of this PDS.

NO OFFER WHERE OFFER WOULD BE ILLEGAL

This PDS does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Units in any jurisdiction outside Australia and New Zealand. The distribution of this PDS outside Australia and New Zealand may be restricted by law and persons who come into possession of this PDS outside Australia and New Zealand should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law.

WARNING STATEMENTS FOR NEW ZEALAND INVESTORS

This Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Cth) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. This Offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Aust) and the regulations made under that Act set out how the offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this Offer. If you need to make a complaint about this Offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of a financial advice provider.

Metrics Income Opportunities Trust

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Product Disclosure Statement

onlyCURRENCY EXCHANGE RISK

The Offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited

useto a bank account in New Zealand in New Zealand dollars.

TRADING ON FINANCIAL PRODUCT MARKET

If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

DISPUTE RESOLUTION PROCESS

personalThe dispute resolution process described in this offer document is available only in Australia and is not available in New Zealand.

NO COOLING‑OFF RIGHTS

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 o ce it has been accepted.

RIGHTS AND OBLIGATIONS ATTACHED TO THE UNITS

New Units and Additional New Units issued under the Offer will be fully paid and rank equally with existing Units from allotment, including in respect of distributions.

Details of the rights and obligations attached to the New Units are summarised in Section 14.2 and set out in the Constitution. A copy of the Constitution is available, free of charge, on request from the Manager.

ELECTRONIC PDS

This PDS will be available and may be viewed online at www.metrics.com.au/mot. The information on the website does not form part of this PDS.

The Offer pursuant to this PDS is available to persons receiving an electronic version of this PDS within Australia and New Zealand. The Offer made under this PDS is only available to persons receiving this PDS in Australia and New Zealand. The Responsible Entity is entitled to refuse an Application if it believes the Applicant did not receive the Offer in Australia or New Zealand.

ForAny person accessing the electronic version of this PDS for the purpose of making an investment in the Trust must only access the PDS from within Australia and New Zealand. Applications for Units may only be made on either a printed c py of the Application Form attached to or accompanying this PDS or via the electronic Application Form attached to the electronic version of this PDS, available on the Manager's website.

Units to which this PDS relates will only be issued on receipt of an Application orm issued together with the PDS, whether it will be by a printed copy or an

electronic Application Form.

PAY BY Bpay®

Eligible Unitholders will receive a personalised Entitlement and Acceptance Form and can pay for Units using Bpay®.

Any Bpay® payment must be received by the Unit Registry by 5:00pm (Sydney time) on the Closing Date.

APPLYING BY POST AND PAY BY CHEQUE, BANK DRAFT OR MONEY ORDER

You can apply by post and pay your Application Monies by cheque, bank draft or money order by completing the Application Form attached to this PDS and following the instructions on the back of the Application Form to lodge your Application.

Your Application Form and Application Monies must be posted so that they are received by the Unit Registry by 5:00pm (Sydney time) on the Closing Date.

During the Offer Period, any person may obtain a paper copy of this PDS free of charge by contacting Pinnacle Investment Management Limited, the Distribution Partner to the Offer on:

Tel: [phone] (within Australia) or [phone] (outside Australia) (between 9:00am to 5:00pm Sydney time Monday to Friday).

TARGET MARKET DETERMINATION

The Responsible Entity has prepared a target market determination (TMD) for the Trust which is available at https://metrics.com.au/mot-tmdand contains information concerning the likely objectives, financial situation and needs of retail clients for whom the Trust may be suitable.

DISCLAIMER

No person is authorised by the Responsible Entity, the Manager, the Lead Arranger, the Joint Lead Managers or the Distribution Partner to give any information or make any representation in connection with the Offer that is not contained in this PDS. Any information or representation that is not contained in this PDS may not be relied on as having been authorised by the Responsible Entity, the Manager, their directors or any other person in connection with the Offer. The Trust's business, financial condition, operations and prospects may have changed since the date of this PDS.

Certain statements in this PDS constitute forward looking statements. These forward-looking statements are identified by words such as 'aim', 'anticipate', 'assume', 'believes', 'could', 'expects', 'intends', 'may', 'plan', 'predict', 'potential', 'positioned', 'should', 'target', 'will', 'would', and other similar words that involve risks and uncertainties. Investors should note that these statements are inherently subject to uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors which could cause actual values or results, performance or achievements to differ materially from anticipated results, implied values, performance or achievements expressed, projected

or implied in the statements.

These forward-looking statements are based on current expectations, estimates, and projections about the Trust's business and the industry in which the Trust invests and the beliefs and assumptions of the Manager and the Responsible Entity. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond the Responsible Entity's and Manager's control. As a result, any or all of the forward-looking statements in this PDS may turn out to be inaccurate. Factors that may cause such differences or make such statements inaccurate include, but are not limited to, the risk factors described in Section 8.

2 Metrics Income Opportunities Trust Product Disclosure Statement

onlyPotential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The Responsible Entity and Manager do not make any assurance, express or implied, in relation to whether any forward-looking statements will actually eventuate.

These forward-looking statements speak only as at the date of this PDS. Unless required by law, the Responsible Entity or Manager does not intend to publicly

useupdate or revise any forward-looking statements to reflect new information, future events or otherwise. They are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. You should, however, review the factors and risks the Responsible Entity describes in the reports to be filed from time to time with the ASX after the date of this PDS.

Some numerical figures in this PDS have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that preceded them.

UPDATED INFORMATION

Information in this PDS may need to be updated from time to time. Any updated personalinformation that is considered not materially adverse to investors will be made

vailable on the website: www.metrics.com.au/mot/ and the Manager will provide copy of the updated information, free of charge to any investor who requests copy by contacting the Distribution Partner on:

Tel: [phone] or [phone] (outside Australia) (between 9:00am to 5:00pm Sydney time Monday to Friday). Any changes to the Offer timetable i cluding closing the Offer early will be made via the website: www.metrics.com.au/mot/ and ASX announcement.

In accordance with its obligations under the Corporations Act, the Responsible Entity may issue a supplementary PDS to supplement any relevant information n t disclosed in this PDS. You should read any supplementary disclosures made in conjunction with this PDS prior to making any investment decision.

PRIVACY

The Responsible Entity may collect personal information from you when you contact the Responsible Entity and from any other relevant forms to be able to administer your investment and comply with any relevant laws, including the Privacy Act 1998 (Cth) and provide information to relevant government agencies in accordance with those laws. If you do not provide us with your relevant personal information, the Responsible Entity may not be able to properly administer your investment.

Privacy laws apply to the handling of personal information and the Responsible Entity will collect, use and disclose your personal information in accordance with its privacy policy, which includes details about the following matters:

• how you may complain about a breach of the Australian Privacy Principles (APP), or a registered APP code (if any) that binds the Responsible Entity and how the Responsible Entity will deal with such a complaint; and
• whether the Responsible Entity is likely to disclose personal information to overseas recipients and, if so, the countries in which such recipients are likely to be located if it is practicable for the Responsible Entity to specify those countries.

The privacy policy of the Responsible Entity is publicly available on its website at www.perpetual.com.au or you can obtain a copy free of charge by contacting the Responsible Entity.

The Manager and the Distribution Partner may also collect, use and disclose your personal information, including personal information provided to the Manager by the Responsible Entity, for investor relations purposes in accordance with its privacy policy. A copy of the Manager's privacy policy is publicly available at www.metrics.com.au/privacy/.

INVESTIGATING ACCOUNTANT'S REPORT ON THE FINANCIAL INFORMATION AND FINANCIAL SERVICES GUIDE

The providers of the Investigating Accountant's Report on the financial information of the Trust are required to provide Australian retail Applicants with a Financial Services Guide.

The Investigating Accountant's Report and accompanying Financial Services Guide are provided in Section 12.

MISCELLANEOUS

Photographs and diagrams used in this PDS that do not have descriptions are for illustration only and should not be interpreted to mean that any person in them endorses this PDS or its contents or that the assets shown in them are owned by the Trust.

References in this PDS to currency are to Australian dollars unless otherwise indicated. All data contained in charts, graphs and tables within this PDS are based on information available as at the date of this PDS unless otherwise stated.

Certain terms and abbreviations in this PDS have defined meanings that are set out in Appendix A to this PDS.

TIME

Unless otherwise stated or implied, references to time in this PDS are to Australian Eastern Time (Sydney time).

Any references to documents included on the Manager's website are provided for convenience only, and none of the documents or other information on the

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the kinds of personal information the Responsible Entity collects and holds; how the Responsible Entity collects and holds personal information;

the purposes for which the Responsible Entity collects, holds, uses and discloses personal information;

how you may access personal information that the Responsible Entity holds about you and seek correction of such information (note that exceptions apply in some circumstances);

website is incorporated by reference into the PDS.

Metrics Income Opportunities Trust

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Product Disclosure Statement

onlyCONTENTS

Important Notices

Key Offer Details

Letter to Investors

Section 1: Investment overview

useSection 2: Details of the Offer and

how to apply for New Units under the Offer Section 3: Purpose and effect of the Offer Section 4: Overview of Private Credit Section 5: About the Trust

personalSection 6: About the Manager Section 7: Fees and other costs

Section 8: Risk Factors

Section 9: Corporate Governance

Section 10: Financial Information

Section 11: Taxation Information

Section 12: Investigating Accountant's Report

Section 13: Material Contracts

Section 14: Additional Information

Appendix A: Glossary

Appendix B: Corporate Directory

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