RESOLVE SOCIAL BENEFIT BOND
Information Memorandum
1 MAY 2017
IMPORTANT NOTICES
This Information Memorandum (the IM) relates to the issue of limited recourse Resolve Social
Benefit Bonds (the Resolve SBBs or Notes) by SVA Nominees Pty Ltd (ACN 616 235 753) (the
Issuer) in its capacity as trustee for the Resolve SBB Trust (the Trust). The Trust is managed by Social
Ventures Australia Limited (ACN 100 487 572, AFSL 428865) (Trust Manager).
Capitalised terms in this IM are defined terms and they are listed in Section 12 (Glossary) or defined
elsewhere in the IM.
No disclosure to investors
This IM is not a prospectus or other disclosure document for the purposes of the Corporations Act.
Neither this IM nor any other disclosure document in relation to the Notes has been, or will be, lodged
with ASIC. The offering of the Notes has not been, nor will be, examined or approved by ASIC.
The Notes are only being offered for issue to Australian residents who are not acquiring interests
in the Notes through a permanent establishment outside Australia and in circumstances where
disclosure to investors under Part 6D.2 or 7.9 of the Corporations Act is not required to be made.
The distribution and use of this IM, including any related advertisement or other offering material,
and the offer or sale of Notes may be restricted by law and intending purchasers and other investors
should inform themselves about them and observe any such restrictions. In particular, no action has
been taken by any Relevant Party which would permit a public offering of any Notes or distribution
of this IM in any jurisdiction.
A person may not (directly or indirectly) offer for issue, subscription or sale, or issue an invitation to
subscribe for, or purchase, any Notes, nor distribute or publish this IM or any other offering material
or advertisement relating to the Notes except if the offer or invitation complies with all applicable
laws and directives.
Responsibility
The Issuer accepts responsibility for the information contained in this IM, other than for (1) the
information included in Sections 4 (Resolve Program Details), 5.3 (Flourish Australia) and 5.4 (Key
Flourish Personnel), which have been furnished to the Issuer by Flourish Australia, and (2) the details
of the other persons named in the ‘Directory’ section.
The State has not had any role in the preparation of this IM nor has it independently verified the
information contained in this IM. Accordingly, no representation, warranty or undertaking, express
or implied is made, and no responsibility or liability is accepted by the State for the issue of this
IM, including as to the accuracy, authenticity, origin, validity or completeness of, or any errors, or
omissions from, or any information or statement contained in the IM. The State does not guarantee
the performance of any Notes, the interest rate, the return of capital to Noteholders, any particular
rate of return or any taxation consequences of any investment made in any Notes.
Intending purchasers to make independent investment decision and obtain professional advice
This IM contains only summary information concerning the Issuer, the Resolve Program and
the Notes. It should be read in conjunction with the documents which are expressed to be
incorporated by reference in it, in particular, the SBB Deed Poll and the Resolve SBB Purchase Deed.
The information contained in this IM is not intended to provide the basis of any credit or other
evaluation in respect of the Issuer or any Notes and should not be considered or relied on as a
recommendation or a statement of opinion (or a report of either of those things) by any Relevant
Party that any recipient of this IM should subscribe for, purchase or otherwise deal in any Notes or
any rights in respect of any Notes.
An investment in the Notes is subject to risks, including loss or delay in the repayment or payment
of principal and coupons. Please refer to Section 9 (Risk Factors) for more information.
social ventures.com.au 1RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
IMPORTANT NOTICES
FOREWORD 3
1. KEY TERMS AND DATES 4
2. THE RESOLVE SBB IN CONTEXT 10
3. INVESTMENT OVERVIEW 12
4. RESOLVE PROGRAM DETAILS 14
5. KEY PARTIES 19
6. TRANSACTION STRUCTURE AND KEY DOCUMENTS 21
7. CALCULATION OF PAYMENTS 24
8. CASHFLOW SUMMARY 29
9. RISK FACTORS 30
10. LEGAL NOTICES 33
11. APPLICATIONS 36
12. GLOSSARY 38
APPLICATION FORM 40
CONTENTS
This IM does not describe all the risks of
an investment in any Notes or the exercise
of any rights in connection with them.
Prospective Investors should consult their
own professional advisers about risks
associated with an investment in any Notes
and the suitability of investing in the Notes
in light of their particular circumstances.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM2

social ventures.com.au 3RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
FOREWORD
Dear Investor,
Thank you for considering an investment in the Resolve Social Benefit Bond (Resolve SBB),
Australia’s first social impact bond (SIB) to address the pressing social problem of mental health.
The Resolve SBB offers Investors the opportunity to generate a competitive financial return
while improving the lives of people suffering mental health issues in NSW. As an Investor,
you will be funding the working capital of the Resolve Program, a recovery-orientated
community support program which combines a residential service for periodic crisis care;
integrated psychosocial, medical and mental health support; and a warm line for after-hours
support from peers.
The Resolve Program will be delivered by Flourish Australia (Flourish), a highly experienced
mental health service provider and a national leader in the employment and support of mental
health peer workers. A differentiating feature of the Resolve model is that the majority of staff
will be peer workers with a lived experience of a mental health issue who can draw upon their
own personal experience to engage, support and be a role model for participants.
It is anticipated that approximately 530 adults will be enrolled in the Resolve Program over
five years, each of whom will have spent an extended period of time hospitalised for mental
health reasons. The Resolve Program will support each participant over a two-year period,
and will be delivered in collaboration with the Nepean Blue Mountains and Western NSW
Local Health Districts.
The Resolve SBB is expected to improve the mental health and wellbeing of participants, while
generating significant savings for the State through a reduction in participants’ utilisation of
health and other services, in particular by reducing the number of days spent in hospital. These
savings will be shared with Flourish to fund the delivery of the Resolve Program, and with
Investors to provide a financial return on their investment.
If the Resolve Program delivers the target outcome performance scenario agreed by the State,
SVA and Flourish over the term of the transaction, overall Investor returns are expected to be
approximately 7.5% per annum.
The Resolve SBB structure aligns the interests of Flourish, the State and Investors, and
imposes a strict focus on outcomes to support hundreds of individuals on their mental
health recovery journey.
I encourage you to read this Information Memorandum in its entirety in order to understand
the potential benefits and risks of this investment opportunity.
Rob Koczkar
CEO Social Ventures Australia
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM4
1. KEY TERMS AND DATES
Important Note: The table below provides a summary only of the key terms of the Resolve SBB and
related contractual arrangements. You should read this IM (including any document incorporated by
reference, in particular the SBB Deed Poll and the Purchase Deed) in full prior to deciding to invest in
any Notes.
1.1 Key Terms: Entities and Contracts
Key Terms Descriptions
Resolve SBBs or
Notes
Medium-term notes offered by the Issuer which are direct, unsubordinated and
second secured debt obligations, limited in recourse to the assets of the Resolve
SBB Trust.
The Notes will be issued in registered, uncertificated form in two tranches (as
the Tranche 1 Notes and the Tranche 2 Notes, which are to be consolidated
and form a single series) on the terms and conditions of the SBB Deed Poll
together with the relevant Note Issue Supplement.
Resolve SBB
objectives
The proceeds from the issue of the Notes will be used to fund the delivery of the
Resolve Program. The Resolve Program aims to improve the mental health and
wellbeing of people experiencing mental health issues in the Western NSW and
Nepean Blue Mountains Local Health Districts.
Resolve Program An integrated service delivery model combining: a residential service for
periodic crisis care delivered through Resolve centres; integrated psychosocial,
medical and mental health support provided through outreach support to
people in their homes; linkages to existing services including specialist drug
and alcohol services; and a warm line for after-hours support from peers. Each
participant will be supported by the Resolve Program for a two-year period
with the aim of increasing the participant’s wellbeing and reducing their
utilisation of health and other services.
Resolve SBB Trust
or Trust
A charitable trust (ABN 65 228 690 068) established under the Trust Deed
for the sole purpose of offering the Notes, entering into the Implementation
Agreement and Services Agreement and funding the delivery of the Resolve
Program and transaction related expenses (including evaluation of outcomes
and the costs and expenses of the Trust and its administration).
Issuer SVA Nominees Pty Ltd (ACN 616 235 753), a company incorporated in Victoria
that is wholly owned by SVA, in its capacity as trustee of the Resolve SBB Trust.
The Issuer is a corporate authorised representative of SVA (AFSL No. 428865).
Trust Manager Social Ventures Australia Limited (ACN 100 487 572) in its capacity as manager
of the Resolve SBB Trust.
Flourish or
Flourish Australia
RichmondPRA Limited (ACN 001 280 628), commonly known as Flourish
Australia (Flourish), is the party contracted to deliver the Resolve Program
under the Services Agreement.
NSW Government The Government of NSW acting through the Health Administration
Corporation (HAC).
Investors ‘Wholesale investors’ (as described in Section 11.3 (Investor eligibility)) may
subscribe for the Notes.
social ventures.com.au 5RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
1. KEY TERMS AND DATES (CONT.)
Key Terms Descriptions
Implementation
Agreement
A contract between the NSW Government and the Issuer dated 13 April
2017 which is the framework agreement for the Resolve SBB arrangement,
and which incorporates the operations manual by reference. Payments to
the Issuer under the Implementation Agreement are a combination of fixed
Standing Charge and Outcome Payments based upon the expected savings
to the State generated by a reduction in the utilisation of health and other
services by the Intervention Group, relative to a Control Group. See Section 6.2
(Implementation Agreement) for details.
Services
Agreement
An agreement to be entered into by the Issuer and Flourish for the delivery
of the Resolve Program, under which the Issuer will use the proceeds of the
issuance of the Notes and payments under the Implementation Agreement to
make quarterly payments to Flourish for the delivery of services.
SBB Deed Poll The Resolve SBB Deed Poll dated on or about 1 May 2017 made by the Issuer
in favour of each Noteholder from time to time. The SBB Deed Poll sets out the
terms and conditions of the Notes and the obligations of the Issuer in relation
to them, and includes the form of the Note Issue Supplements to be made
by the Issuer at or around the time of the issue of the Tranche 1 Notes and
Tranche 2 Notes.
Purchase Deed The Resolve SBB Purchase Deed dated on or about 1 May 2017 made by
the Issuer and the Trust Manager and to be entered into by each Investor
purchasing Notes upon acceptance of its Application by the Issuer.
Security
Arrangements
Security arrangements relating to the payment of amounts under the Resolve
SBB arrangement, as will be set out in (1) a First Security Deed to be entered
into between the Issuer and NSW Government, which grants a first-ranking
security over the Trust Assets in favour of NSW Government, (2) a Second
Security Deed to be entered into between the Issuer and the Security Trustee
(initially, SVA), which grants a second-ranking security over the Trust Assets in
favour of the Security Trustee, and (3) a Priority and Co-ordination Deed to be
entered into between the Issuer, NSW Government and the Security Trustee,
which regulates the priority of enforcements and other related matters as
between the First Security Deed and the Second Security Deed. See Section
6.6 (Security Arrangements) for further details.
Other documents In addition to the above documents, the documentation for the Resolve
SBB arrangement also includes (or will include) (1) a Direct Agreement to be
entered into between the NSW Government and Flourish, providing for certain
direct rights and obligations of those parties as between themselves, (2) the
Trust Deed, which establishes the Trust, and (3) the Management Deed, which
provides for the management of the Trust by the Trust Manager.
LHDs Local Health Districts (LHDs) will collaborate with Flourish in the delivery of
the Resolve Program including facilitating participant referrals and gathering
and reporting on data relating to the Resolve Program. The participating LHDs
are the Western NSW and Nepean Blue Mountains LHDs.
Independent
Certifier
An independent organisation that is appointed to determine the measured
outcomes achieved by the Resolve Program and calculate the payments to be
made under the Implementation Agreement.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM6
1.2 Key Terms: Implementation Agreement
Key Terms Descriptions
Intervention
Group
All eligible individuals who are enrolled in the Resolve Program, expected to
total around 530 people.
Control Group The group of individuals who meet the Resolve Program eligibility criteria
(but do not live in the Program catchment area) and who are ‘propensity
score’ matched to the Intervention Group for the purpose of creating the
Counterfactual.
Outcome Measure The outcome measure is the number of ‘National Weighted Activity Units’
(NWAUs) incurred over the two-year measurement period commencing on
each individual’s enrolment in the Intervention Group. NWAUs are an activity
measure for determining total health related service consumption. They reflect
both the duration and intensity of service delivery.
Counterfactual The level of health-related service utilisation by Intervention Group members
that would have been expected in the absence of the Resolve Program. The
Counterfactual is determined as the NWAUs incurred by each member of the
Control Group over a two-year period.
Program Savings Calculated Savings are determined by the percentage reduction in aggregate
NWAUs incurred by the Intervention Group relative to the Control Group each
year, multiplied by an agreed annual baseline cost. The baseline cost is based
upon expected State expenditure across a range of health and related services.
Standing Charge An aggregate amount of $9,000,000 payable under the Implementation
Agreement to the Issuer in three equal annual instalments.
Outcome
Payments
The payments made to the Issuer based on the calculated Program Savings.
100% of the first $19,500,000, 25% of the next $5,500,000, and 15% of the
next $20,000,000 of calculated Program Savings are paid to the Issuer, after
netting off all previous payments made under the Implementation Agreement
including the Standing Charge instalments.
Early Termination The Implementation Agreement may be terminated prior to expiry of its term
in various circumstances as further described in Section 6.2 (Implementation
Agreement). In the event of an early termination, a final termination payment
is payable to the Issuer based on the terms of the Implementation Agreement.
See Section 7.6 (Termination Payments) for further details.
Agreed Minimum
Referrals
The Implementation Agreement includes an Agreed Minimum Referrals
provision which commits the NSW Government, through the participating
LHDs, to provide a minimum number of referrals to the Resolve Program each
year. Agreed Minimum Referrals is defined as the lower of the aggregated
number of referrals requested by Flourish from each participating LHD and the
minimum number outlined in the Implementation Agreement.
1. KEY TERMS AND DATES (CONT.)
social ventures.com.au 7RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
1.3 Key terms: Notes
Key Terms Descriptions
Aggregate issue
and Subscription
Amounts
$7,000,000 in principal amount of the Notes. Tranche 1 and Tranche 2 Notes
will each comprise $3,500,000 in principal amount. The denomination of each
Note is $100.
Investors must apply to subscribe for a minimum of 500 Notes, i.e. $50,000
in principal amount, comprising an equal number of Tranche 1 Notes and
Tranche 2 Notes.
Fixed Coupons An effective rate of 2% per annum coupon payable within 10 Business Days of
each of Coupon Determination Dates 1, 2, 3 and 4.
The first Fixed Coupon calculation includes an adjustment for the periods that
the Tranche 1 Notes and Tranche 2 Notes have respectively been outstanding,
as set out in Section 7.1 (Coupon Payments).
Performance
Coupons
A variable amount payable within 10 Business Days of each of Coupon
Determination Dates 5, 6 and 7 (or the Early Termination Date, if occurring
earlier), which is determined as each Noteholder’s pro rata share of the
Distributable Trust Assets as at the relevant date. See Section 7.1 (Coupon
Payments) for further details.
Mandatory
Redemptions
Within 10 Business Days of Coupon Determination Dates 5 and 6, a proportion
of each Noteholder’s Notes will be redeemed for an amount equal to the
aggregate outstanding principal amount of the Notes to be redeemed. The
number of Notes held by each Noteholder redeemed will be determined by
the Issuer by reference to each Noteholder’s pro rata share of the balance of
the Redeemable Trust Assets as at the relevant Coupon Determination Date
divided by $100 (the Note denomination), subject to rounding for whole
denominations. The maximum principal amount of the Notes that may be
redeemed in relation to Coupon Determination Dates 5 and 6 is $6,000,000.
Within 10 Business Days of Coupon Determination Date 7, all outstanding
Notes will be redeemed from the Redeemable Trust Assets at their
outstanding principal amount. If Redeemable Trust Assets are less than the
aggregate outstanding principal amounts of all Notes to be so redeemed, the
amount repaid will be each Noteholder’s pro rata share of the available Trust
Assets. See Section 7.2 (Mandatory Redemptions) for further details.
Redemption on
Termination
Should early termination occur for any reason, Noteholders shall be paid, for
each Note they hold, the outstanding principal amount of that Note on the
termination date.
If available Trust Assets are less than the aggregate outstanding principal
amounts of all Notes, the amount repaid will be each Investor’s pro rata share
of the available Trust Assets.
Limited recourse The assets available to the Issuer to be applied to the payment or repayment
of amounts owing on the Notes are limited to the assets of the Trust.
Investors should note the limitation of liability of the Issuer and indemnity set
out in clause 12.5 (Limited recourse – Issuer) of the SBB Deed Poll.
Transfers Investors should note the transfer restrictions for the Notes, including, without
limitation, those set out under clause 4 (Title and transfer) of the SBB Deed Poll.
1. KEY TERMS AND DATES (CONT.)
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM8
1. KEY TERMS AND DATES (CONT.)
Key Terms Descriptions
Tranche 2 Notes
Subscription
Undertaking
and Transfer
Restriction
Under the Purchase Deed, investors in the Notes irrevocably undertake to
subscribe an allocation of Notes, comprising an equal number of the Tranche
1 Notes and Tranche 2 Notes. Payment by investors of the purchase price for
the Tranche 2 Notes will be required by no later than 5:00 pm (Sydney time) on
Friday 29 June 2018.
If an investor has not, by that time, paid the aggregate purchase price for
the Tranche 2 Notes that it has subscribed, all of its Tranche 1 Notes will be
automatically transferred to the Issuer (or its nominee) at a discounted capital
price of 50% of the outstanding principal amount of such Tranche 1 Notes
(and without any entitlement to any other compensation, including that no
amount of any Fixed Coupon that has accrued in respect of such Notes will be
paid to the investor). See clause 3 of the Purchase Deed (which is also referred
to as the ‘Tranche 2 Notes Subscription Undertaking’).
In addition, during the Initial Transfer Period, any Tranche 1 Note may only be
transferred if the Noteholder, transferee or other person is irrevocably bound
by the corresponding Tranche 2 Notes Subscription Undertaking. See clause
[3] of the Purchase Deed for further details.
In circumstances where an investor has transferred a Tranche 1 Note, but
has remained bound by the Tranche 2 Notes Subscription Undertaking and
then fails to pay the purchase price for the corresponding Tranche 2 Note by
the required time, under the Tranche 2 Notes Subscription Undertaking the
investor indemnifies the Issuer against any loss for that failure.
Taxes and
stamp duty
The Notes do not provide for any additional amounts to be paid in respect of
any withholdings or deductions from amounts payable on the Notes that may
be required by law.
Investors should obtain their own taxation, stamp duty and other revenue
advice regarding an investment in any Notes.
Fees and expenses Management Fees payable to SVA, fees payable to the Independent Certifier
and the Independent Evaluator and legal fees incurred by SVA, the Issuer
and Flourish in respect of the establishment and termination of the Resolve
SBB will be paid for by the Trust. All other Trust expenses will be paid by SVA
out of its Management Fee. Details of the fees can be found in Sections 6.5
(Management Deed) and 7.4 (Other cash flows impacting Noteholder returns).
Investor Reporting Annual performance and social impact reporting will cover Resolve Program
outcomes and payments to Noteholders.
Key Risks Details concerning certain key risks of investing in the Resolve SBB are set out
in Section 9 (Risk factors).
social ventures.com.au 9RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
1.4 Key Dates
Milestone Date
Resolve SBB
applications open
From 1 May 2017 to such date as the Issuer may determine. Applications will
close once aggregate accepted subscriptions reach $7,000,000 or earlier if
determined by the Issuer.
Financial Close Target 30 June 2017
Tranche 1
Subscription
Amounts payable
Date of application.
Subscription amounts will be held in a proceeds account until the Notes are
issued. If the Implementation Agreement is terminated due to non-fulfilment of
conditions precedent, all monies will be returned (without interest) to Investors.
Tranche 2
Subscription
Amounts payable
Friday, 29 June 2018
Calculation Dates 30 September each year from 2018 to 2024
Coupon
Determination
Dates
31 March each year from 2019 to 2025
Scheduled
Maturity Date
31 March 2025
1. KEY TERMS AND DATES (CONT.)
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM10
2. THE RESOLVE SBB IN CONTEXT
2.1 Social Impact Bonds globally
SIBs are among the first and most prevalent social impact investment arrangements to combine
outcome-based payments and market discipline to address areas of pressing social need. The
prevalence of SIBs globally has steadily increased since they were first developed in the UK in 2010.
There are now over 70 SIBs in operation across 15 countries, which have raised over US$200
million in private capital. The range of social issues that SIBs are endeavouring to solve is broad
and growing, ranging from health, child and family welfare, criminal justice, education, workforce
participation and homelessness1.
2.2 Social Impact Investment in NSW
In 2013, the State pioneered Australia’s first two SIBs to improve outcomes for children and families
involved with child protection services: the Newpin Social Benefit Bond (funding Uniting’s Newpin
Program) and The Benevolent Society Social Benefit Bond (funding the Resilient Families Program).
The State has a clear commitment to supporting the broader social impact investment market to
develop new and innovative ways to deliver services to individuals and communities. In February 2015,
the State launched its Social Impact Investment Policy which outlined the State’s aim to deliver two new
social impact investments to market each year2.
1. Social Impact Bonds: The Early Years, 2016, Social Finance UK
2. http://www.osii.nsw.gov.au/assets/office-of-social-impact-investment/files/Social-Impact-Investment-Policy.pdf
2010 2012 2014 20162011 2013 2015
Number of Social Impact Bonds Worldwide
1 1
14
22
29
54
70
2010:
World’s
first SIB
2013:
First SIB in
Australia
70 SIBs
launched
as at
December
2016
Data points are as at 31 December. Data extracted from Social Impact Bonds, The Early Years, 2016 Social Finance UK and the Impact Bond
Global Database, Social Finance
social ventures.com.au 11RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
2. THE RESOLVE SBB IN CONTEXT (CONT.)
‘We are committed to improving services and the lives of the most
vulnerable members of our community. This program is designed to assist
those with mental health issues to successfully return home and
re-engage with the community, and will be delivered through an
innovative partnership with the business sector.’
The Honourable Dominic Perrottet
NSW Treasurer and NSW Minister for Industrial Relations
‘The New South Wales Government is delighted to launch Australia’s first social
impact investment for mental health care.
The innovative Resolve Social Benefit Bond will help improve the health and
wellbeing of people experiencing mental health illness by better supporting
them in the community.
By partnering with an established mental health service provider, Flourish
Australia, the NSW Government will be supporting a community based,
recovery focused and peer led service for people with mental health conditions.
The Resolve Social Benefit Bond offers an opportunity for the NSW Government
to lead the way in mental health care and work together with the private and
non-profit sectors to deliver better outcomes for the people of NSW.’
The Honourable Tanya Davies
NSW Minister for Mental Health
In late 2015, the State released a Request for Proposals calling for innovative social impact investment
proposals targeting the areas of chronic health conditions and mental health hospitalisations.
Flourish and SVA partnered to develop and submit a proposal to the State in the area of mental health in
February 2016. The State subsequently announced that it would proceed to negotiate with Flourish and
SVA to develop Australia’s first SIB targeting the complex issue of mental health.
Resolve SBB: targeted financial and social outcomes4
● Approximately 530 people enrolled in the Resolve Program across
the Western NSW and Nepean Blue Mountains LHDs over a five-year
enrolment period
● Resolve Program participants will collectively spend an estimated 13,300
days at Resolve centres over a seven-year service delivery period, diverting
them from hospitalisation
● Target 25% reduction in the consumption of health services relative to the
Control Group
● $30 million in savings to the State generated through reduced
consumption of health and other services
● $21.7 million in payments to the Resolve SBB Trust from the NSW
Government, comprising $9 million fixed Standing Charge payments and
$12.7 million contingent Outcome Payments
● $3.7 million coupon payments to Noteholders, comprising $0.6 million
Fixed Coupons and $3.1 million Performance Coupons
● Internal Rate of Return over the 7.75 year Note term of 7.5% per annum
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM12
3. INVESTMENT OVERVIEW
3.1 Introduction
The Resolve SBB provides Investors with an opportunity to fund a program that aims to improve the
mental health and wellbeing of hundreds of individuals in NSW, whilst earning a financial return on their
investment. This impact investment will raise private sector capital to fund the delivery of the Resolve
Program, a community based mental health program that will provide support for people experiencing
mental health conditions in the Western NSW and Nepean Blue Mountains LHDs.
Between 2012 and 2015, there were approximately 2,000 individuals each year that spent between 40
and 270 days as a mental health inpatient in NSW3. Across NSW, there are people with a lived mental
health experience who, because of demands on the health system, are not able to access support
services until the level of intervention required is admission to hospital. The Resolve Program is designed
to address this gap, by supporting individuals who frequently present and/or are admitted to public
hospitals in NSW.
The Resolve Program builds upon the deep experience of Flourish, an organisation that has worked in
local communities to support people on their mental health recovery journey for over 60 years. In its
delivery of the Resolve Program, Flourish will continue to embrace the participation of peer workers in
service delivery to provide hope and connection for participants by purposefully drawing on their lived
experience to support others.
An investment in the Resolve SBB is expected to deliver competitive financial returns to Noteholders over
its term. Coupon Payments and the repayment of Subscription Amounts are linked to the performance
of the Resolve Program, which is measured by the reduction in the consumption of health services by the
Intervention Group relative to a Control Group.
3. NSW Government, Department of Health data
4. This is an objective only. Neither the Issuer nor SVA guarantees that this objective will be achieved.
3.3 Timeline overview
The term of the Resolve SBB is 7.75 years, and key dates are set out below:
2017 2019 2021 20232018 2020 2022 2024 2025
Referrals accepted
Service delivery (2 years for each participant)
Total term 7.75 years
Financial Close (target 30 June)
Calculation Dates
(30 September)
Payment Dates
(31 March)
Fixed Coupons Performance Coupons
Investors
Resolve
SBB Trust
Resolve Program
$ Return
Outcomes
SAVINGS
social ventures.com.au 13RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
3. INVESTMENT OVERVIEW (CONT.)
3.2 Structure overview
Illustrative structure of the Resolve SBB
The NSW Government has entered into a contract (the Implementation Agreement) with the Issuer that
will, if successful, reduce future costs to the State through improved mental health outcomes.
Payments from the NSW Government to the Issuer are based upon the expected savings to the State
generated by a measured reduction in the consumption of health services by the Intervention Group
relative to the Control Group, as agreed between the parties under the Implementation Agreement.
Outcome Payments are made to the Issuer as the relative reduction in the consumption of health services is
certified, rather than in advance as would generally be the case under traditional ‘fee for service’ funding.
In order to fund the Resolve Program prior to the receipt of Outcome Payments, the Issuer is offering
Resolve SBB Notes to Investors. Payments to Noteholders under the Notes are derived from the
performance of the Resolve Program under the Implementation Agreement. Details of how payments are
determined can be found in Section 7 (Calculation of Payments).
The details of the contracts underpinning these arrangements can be found in Section 6 (Transaction
Structure & Key Documents).
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM14
4. RESOLVE PROGRAM DETAILS
4.1 Social context
Every year in NSW, thousands of people are admitted to hospital as a result of mental health issues.
Admitting people to hospital, even if their health improves, dislocates them from their family, friends,
work and education, which can have substantial and long term negative consequences as they seek to
readjust after a period of illness.5
Prolonged hospital admission is not only disruptive to the lives of the individual and their families, it
places significant strain on the NSW public health system and, as a consequence, the economic cost of
mental health to society is substantial.
Many hospital admissions can be avoided if effective community supports are in place. In NSW,
integrated and well-coordinated services for people with a mental health issue are limited by a complex
service system, which is often experienced as a series of disparate or disconnected services.
These service gaps often arise at transition points, between clinicians or services, or between one
organisation to another. Furthermore, gaps in local services can also result in dislocation from people’s
communities and local support systems.
This environment can lead to people being discharged or disconnected from services without adequate
supports being in place, causing a repeating cycle of admission and discharge where the underlying
issues are not resolved.
The Resolve Program aims to address this gap. It will enhance services in the community that complement
inpatient mental health services and existing support programs through working in partnerships at a local
level, to deliver a flexible model that caters for the individual needs of people at various stages along their
recovery journey.
5, 6, 8. Mental Health Commission of NSW, Living Well – Putting People at the Centre of Mental Health Reform in NSW: A Report, 2014
7. Request for Proposals: Social Impact Investment Transactions, NSW Government
9. NSW Government, Department of Health data
10. Statement of Opportunities 2015, NSW Government
11. http://www.health.nsw.gov.au/mentalhealth/reform/Publications/mh-budget-2016-17.pdf
Australians experience a mental health
issue each year6
Inpatient admissions for people with
a mental health issue in 2012-137
NSW mental health budget spent on
inpatient hospital care8
People in NSW who were admitted to
inpatient mental health facilities for
episodes of 40-270 days or more in 2012-139
Cost of average length of stay (53 days)
for people in inpatient unit for more than 28
days in one episode10
2016-17 health budget allocated to
mental health11
To follow up or provide well-coordinated
and supportive care
Without sufficient support, people with
mental health issues experience cycles of
discharge and readmission
One in five
28,600
More than half
Approximately 2,000
$58,000
$1.8 billion
Limited capacity
Readmission cycles
The Housing and Accommodation
Support Initiative
Flourish has been delivering HASI since 2003
and it is Flourish’s primary State-funded
service offering.  HASI provides community
based outreach support, with the aim of
providing access to stable housing, clinical
medical health services and accommodation
support. Flourish’s experience working with
these complex clients has informed the
design of the Resolve Program. 
The final HASI evaluation report found that
HASI participants had significantly fewer and
shorter mental health hospital admissions
after joining HASI. Improvements include a
59% decrease in the average number of days
spent in a mental health inpatient hospital
per year and a 24% decrease in the number of
admissions to hospital per year12.
social ventures.com.au 15RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
4. RESOLVE PROGRAM DETAILS (CONT.)
4.2 Resolve Program background
The Resolve Program is a community based service model developed by Flourish Australia that draws
on lessons from across the world, and more than 60 years of local experience in supporting people on
their mental health recovery journey.
The Resolve Program leverages the success of Flourish’s existing suite of programs including the NSW
Government’s Housing and Accommodation Support Initiative (HASI) and the Queensland Government
funded Peer Operated Service which offers a resource centre, a warm line operated by peer workers and a
respite house.
‘The Resolve Program builds on Flourish Australia’s long history of supporting
people with a serious and persistent mental health issue in the community.
We transform lives by focusing on people’s goals and dreams and walking the
journey beside them. A central feature of Resolve is having peer workers, staff
who use their experiences of a mental illness and interactions with the mental
health system, to positively support people who have spent long periods in
a psychiatric hospital. Our focus is on supporting people to live inclusive and
contributing lives in the community.’
Pamela Rutledge
Chief Executive Officer
Flourish Australia
12. Bruce, J., McDermott, S., Ramia, I., Bullen, J. and Fisher, K.R. (2012), Evaluation of the Housing and Accommodation Support Initiative
(HASI) Final Report, for NSW Health and Housing NSW, Social Policy Research Centre Report, Sydney
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM16
4. RESOLVE PROGRAM DETAILS (CONT.)
4.3 The Resolve Program
The Resolve Program is an integrated, flexible service model which provides recovery orientated
intervention with a focus on people returning to their homes and re-engaging with the community. Key
components of the Resolve Program include:
● sustained support for a two-year period, longer than typical mental health services which are
generally reactionary in nature and focus on crisis intervention rather than early prevention;
● ability to step up or step down service intensity levels depending on the needs of the individual;
● basis in partnerships through deep collaboration with LHDs, general practitioners, other service
providers and the community to ensure continuity of support; and
● recruitment of peer workers with a lived experience of a mental health issue who can draw upon
their own personal experience to engage, support and be a role model for participants.
Resolve is a two-year program with a tiered intensity of support. These support tiers are permeable, and
people engaged in the Resolve Program are expected to move fluidly between tiers as their needs and
preferences shift over time.
Peer Operated Service
Flourish’s Peer Operated Service was launched in Hervey Bay,
Queensland, in 2011. It is a community based mental health support
model which is 100% peer operated, with workers and volunteers all
of whom have a lived experience of a mental health issue.
The service includes a resource centre where people can access
one-on-one and group peer support, an after-hours warm line for
telephone peer support across the region, and a respite house which
can provide short-term residential peer support to help people get
back on their feet.
In 2016, Flourish commissioned SVA Consulting to undertake a Social
Return on Investment Analysis (SROI) to understand and value the social
and economic benefit generated through the Peer Operated Service.
This analysis identified that the Peer Operated Service delivered an SROI
ratio of 3.27, that is for every $1 invested, approximately $3.27 of social
and economic value was created for stakeholders13.
13. SVA Quarterly, The Value of a Peer Operated Service, 22 February, 2017
social ventures.com.au 17RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
Resolve centres
Resolve centres offer periodic crisis care in small group settings with 24x7 peer support.
There will be two Resolve centres, one located in Orange and another located in Penrith to serve the
Western NSW and Nepean Blue Mountain LHDs respectively. The Resolve centres are planned to be five
bedroom houses located near public transport with shared common areas, such as kitchen, dining and
lounge areas, as well as space for group activities. The centres are designed to encourage participants to
continue to lead a normal life, and act as a central hub for activities and support services.
On average, it is anticipated that each enrolled participant will stay in a Resolve centre for 17 days in the
first year of the program, and eight days in the second year.
Outreach support
Integrated and person centred psychosocial, medical and mental health support in the community will
be provided as outreach support.
Outreach support will last for the full two years of participation, and the level of support provided will be
adjusted to reflect the strengths and needs of each participant.
Resolve peer workers will assist participants in navigating and accessing existing mental health and
other support services. In particular, it is anticipated that around one fifth of enrolled participants will
require specialist drug and alcohol support for them to be able to meaningfully engage with the Resolve
Program. Flourish will source and fund these services from specialist providers.
Phone-based support
A ‘warm’ phone line will provide one-to-one support for people who require crisis prevention support to
reduce the likelihood of a major crisis developing and who may be isolated from family and community
supports. The warm line will operate after hours and will be staffed by peer workers.
Peer workers will also make outbound calls to participants to maintain contact with the program during
periods where less intensive support is required.
Intensive residential care
with 24/7 support at
Resolve centres
Psychosocial, medical and mental
health support + linkages
to other existing
support services
Outbound phone and
warm line for 1:1 support
from peers
24h
4. RESOLVE PROGRAM DETAILS (CONT.)
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM18
4. RESOLVE PROGRAM DETAILS (CONT.)
4.6 Program performance
The measure of success of the Resolve Program is the percentage reduction in National Weighted Activity
Units (NWAUs) incurred by the individuals in the Intervention Group over their two-year measurement periods
relative to the NWAUs incurred by the Control Group. NWAUs are an activity measure for determining total
health related service consumption, which also accounts for the severity and duration of services consumed,
including hospital admissions. It should be noted that both Control Group and Intervention Group members
will continue to be able to utilise the full range of ‘usual care’ mental health services.
A range of outcome performance scenarios for the Resolve Program have been developed and agreed
between SVA, the State and Flourish. Investors should note that there is no guarantee that the target
objectives will be met.
Success
Rate Underperform
Below
Target Target
Above
Target Outperform
NWAU
reduction
10.0% 17.5% 25.0% 32.5% 40.0%
The target performance scenario has been determined based on an assessment of the results achieved
by existing Flourish programs (including the Young People’s Outreach Program and the Peer Operated
Service) and existing State programs, and by drawing upon the international evidence base.
During the two-year program, participants are also expected to experience improvements in broader
life domains including wellbeing, employment and housing status. These metrics will not determine
Outcome Payments, however will be measured as part of the broader evaluation processes.
4.4 Eligibility and Enrolment
To be enrolled in the Intervention Group, individuals must meet the following eligibility criteria:
● aged 18-64;
● have been hospitalised for between 40 and 270 days as a mental health inpatient, with at least one
mental health admission, during the preceding year;
● live within the catchment area of the participating LHDs (approximately 200km from a Resolve centre);
● do not have a diagnosis of dementia according to NSW Health records;
● are not admitted to hospital (i.e they are enrolled upon discharge); and
● have not previously been enrolled in the Intervention Group.
The participating LHDs are responsible for enrolling individuals in the Intervention Group, including
determining participant eligibility, prioritising enrolment according to pre-determined criteria, and
facilitating referrals to the Resolve Program. All enrolled individuals are included in the Intervention
Group for measurement purposes, regardless of whether they agree to be referred to Flourish, or to
subsequently participate actively in the Resolve Program.
Participants will be enrolled into the Intervention Group over a five-year period commencing 1 October
2017. A total of approximately 530 individuals are expected to be supported by the Resolve Program, of
which it is estimated that 320 participants will reside at a Resolve centre at least once over the two years
they are supported by the Resolve Program.
4.5 Program management
Day-to-day responsibility for operation of the Resolve centres will rest with the centre Manager at each
site, who will report to the Resolve Program Manager. The Resolve Program Manager will in turn report
to the General Manager of Operations. The Flourish Senior Leadership Team will provide overarching
oversight of the Resolve Program.
Performance will also be monitored by the Resolve SBB Joint Working Group, a governance committee
established with representatives from SVA, Flourish and the State.
social ventures.com.au 19RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
5. KEY PARTIES
5.1 Social Ventures Australia
SVA is the manager of the Resolve SBB Trust. A subsidiary of SVA, SVA Nominees Pty Ltd, has been
engaged to act as trustee of the Resolve SBB Trust.
SVA is a social purpose organisation that works with partners to improve the lives of people in
need. SVA’s range of services are designed to scale social impact, helping business, government and
philanthropists to be more effective funders and social purpose organisations to be more effective
at delivering services. To drive change, SVA builds on practical knowledge of effective practice
in education, employment, housing and with First Australians. As a values-driven organisation,
accountability, integrity, respect and humility underpin SVA’s work.
SVA invests in organisations and projects that deliver both a social and financial return. These include
debt and equity investments in social enterprises, SIBs, and bespoke financial solutions for large scale
transactions such as the development of social and affordable housing.
SVA provides consulting services to help funders, governments and social purpose organisations
strengthen their ability to address social issues, through developing better strategies, successfully
implementing them and to better measuring and evaluating the impact of their work.
In addition, SVA enables a community of engaged funders to make their philanthropic dollars go
further by giving through a portfolio of innovative social ventures. Support of these ventures includes
multi-year tailored funding, hands-on capacity building, access to networks and advice to prove and
improve their impact.
5.2 Key SVA personnel
Rob Koczkar –
Chief Executive
Officer
Rob joined SVA as CEO
in October 2014.
He has extensive
experience in
investing and
management
consulting, along with a deep understanding of
the social purpose sector from serving on the
boards of SVA, Goodstart Early Learning, and on
Mission Australia’s Corporate Advisory Council.
Prior to joining SVA Rob was a Managing
Director of Pacific Equity Partners, a Principal
with Texas Pacific Group and spent seven years
with Bain & Company.
Rob received a BEng (Hons.) in Mechanical and
Manufacturing Engineering from the University
of Melbourne.
Elyse Sainty –
Director,
Impact Investing
Elyse leads SVA’s SIB
practice area.
She has worked on
the development of
SIB transactions in
four states, and has
provided technical and advisory support to several
Governments as they seek to pilot the SIB concept.
Prior to joining SVA in 2011, Elyse had two
decades of experience within the financial services
industry, principally with MLC and National
Australia Bank, where she held senior positions in
strategy and distribution.
Elyse qualified as a Fellow of the Institute of
Actuaries of Australia, and holds a BEc from
Macquarie University and Graduate Management
Qualification from the Australian Graduate School
of Management.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM20
5. KEY PARTIES (CONT.)
5.3 Flourish Australia
Flourish is one of Australia’s largest providers of recovery-oriented mental health services. Flourish
operates in 65 locations across New South Wales and Queensland and is currently supporting over 4,700
people on their mental health recovery journey14.
Flourish is the result of a proud 60-year history. Known as RichmondPRA from 2012 to 2016, Flourish’s origins
stem from the successful amalgamation of two longstanding mental health organisations, the Richmond
Fellowship of NSW and Psychiatric Rehabilitation Australia. Flourish’s mission of working together for optimal
mental health and wellbeing is the continuance of the dedication of their founding organisations.
Employing over 750 staff, Flourish generated $57 million in revenue in 2015-16 and holds over
$20.7 million equity15. Additional information on the financial position of Flourish is available on
www.flourishaustralia.org.au.
Flourish’s services support people with mental health issues through a wide variety of programs,
including psychosocial support to assist people to stay well and live independently in the community,
prevocational education and confidence building, employment opportunities, support and linkages to
mainstream leisure, recreation and social inclusion opportunities, and support in group home and other
accommodation settings.
Flourish has a long track record of innovation and excellence. Its model of outreach support for
young people and their families was adopted by the NSW Government to create and fund the Youth
Community Living Support Services.
5.4 Key Flourish personnel
Pamela Rutledge
– Chief Executive
Officer
In her early career,
Pam worked as a
Social Worker in
front-line community
services and mental
health service delivery,
and was the Executive Officer of the 1982 Inquiry
into Services for people with a Mental Illness
and for people with a Developmental Disability,
which was a major milestone on the long journey
of deinstitutionalisation and community
support in NSW.
Before joining the not-for-profit sector in 2009,
Pam had over 35 years’ experience in senior roles
in the NSW government, including experience in
health, housing, and ageing and disability, and
in central agencies where she contributed to a
number of public sector reforms.
In her role at Flourish, Pam has successfully led
the organisation through a major merger, with an
enhanced commitment to consumer direction and
participation, promoted innovation and recovery
focus in service delivery and in employment
models, led the successful transition into the
NDIS and built the capacity of the organisation
to evaluate outcomes. Pam is Chair of the NSW
Mental Health Co-ordinating Council’s board.
Andrew O’Brien –
General Manager,
Operations
(South/East)
Andrew is a General
Manager, Mental
Health Operations
in South/East NSW.
Andrew’s career has
seen him work with people with disabilities, and
co-found CREATE, the national peak organisation
for young people in out-of-home care, and was
the foundation chair of its board. He worked for
the NSW Ombudsman and managed out-of-
home care programs before transitioning to work
in mental health.
Andrew has been on the board of UnitingCare
Burnside and Macquarie Legal Centre. He is an
Alumni Member of Social Leadership Australia.
Andrew is passionate about social justice issues,
particularly about inclusion, diversity and giving
people the ability to participate in decisions
about their lives, service planning, provision and
review as well as at a system level. He has had
articles published in state and national journals
about inclusion and participation in decision
making and has co-authored a book for people
studying youth work.
14. RichmondPRA, Annual Report 2016
15. RichmondPRA, Annual Report 2016
social ventures.com.au 21RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
6. TRANSACTION STRUCTURE AND KEY DOCUMENTS
6.1 Structure overview
The Resolve SBB involves a number of contractual arrangements, as depicted below.
SBB Deed Poll, Purchase Deed
and Second Security Deed
Services
Agreement
Management
Deed
Implementation
Agreement and
First Security Deed
SVA Nominees Pty Ltd
as trustee for
Resolve SBB Trust
Noteholders
6.2 Implementation Agreement
The objectives of the Implementation Agreement
are to improve the circumstances of individuals
with a mental health issue in NSW and thereby
produce benefits for the community and the
NSW Government.
The Implementation Agreement sets out the
obligations of the NSW Government and the
Issuer, including terms covering:
● conditions precedent to the
Implementation Agreement coming into
force, including the full subscription of
the Notes;
● the authorised investments of the Trust, which
include cash or deposits with authorised
deposit taking institutions and bonds and
other financial products rated A- / A3 or better;
● eligibility criteria for service participants and
referral processes;
● the outcome measures adopted;
● the number of Agreed Minimum Referrals that
the NSW Government is required to make to
the Resolve Program, through the LHDs;
● review and assessment processes;
● the basis of Outcome Payment calculations
(see Section 7 (Calculation of Payments) for
further details);
● breach and termination provisions;
● insurance requirements and indemnity
provisions; and
● general provisions such as dispute resolution,
warranties, administration, intellectual
property rights and confidentiality.
It incorporates the Operations Manual, which
regulates the practical day-to-day operation of the
Implementation Agreement.
The Implementation Agreement takes effect on
the day all Conditions Precedent have been met
and ends eight years from the date upon which
services commence.
Direct
Agreement
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM22
6. TRANSACTION STRUCTURE AND KEY DOCUMENTS (CONT.)
Annual Review
An Annual Review will be undertaken by the
Joint Working Group following the calculation of
outcomes at each Calculation Date. The review
will include:
● an evaluation of the success of the Resolve
Program in reducing the NWAUs incurred
by the Intervention Group relative to the
Control Group;
● an evaluation of the number of referrals,
including an assessment of the referrals
requested by Flourish and the actual referrals
provided by the LHDs relative to the Agreed
Minimum Referrals;
● a review of the ‘take up’ rate or participation
in the Resolve Program once individuals
have been enrolled in the Intervention
Group, including a review of the utilisation of
Resolve centres;
● an assessment of the utilisation of ‘usual care’
mental health services by the Intervention
Group; and
● a general analysis of the mental health
services and policy environment in NSW.
Summary results of the Annual Review will be
made available to Noteholders each year.
If the level of referrals over a year is less than
75% of the Agreed Minimum Referrals, or if the
cumulative reduction in NWAUs is less than
15%16, the parties will endeavour to negotiate
in good faith any adjustments required to any
provisions that the review suggests may be
necessary. If the parties are unable to agree on
revised terms, then either party has the right to
terminate the Implementation Agreement.
Early Termination
The Implementation Agreement may be
terminated in the following circumstances:
● termination by the NSW Government
for convenience or for cause (including
termination of the Services Agreement,
breach, insolvency, abandonment of service
delivery and change of control);
● termination by the Issuer for cause (breach of
obligations);
● termination by either party following an
Annual Review (for low referrals or for lower
than expected reduction in NWAUs) and;
● termination in other ‘no fault’ scenarios,
including for force majeure events (including
natural disasters, industrial action, or war) and
a change in tax legislation or law with adverse
consequences.
Please see Section 7.6 (Termination Payments) for
details of the consequences of termination under
each of these circumstances.
6.3 SBB Deed Poll and the Notes
The Notes represent a second secured debt
obligation between the Noteholders and the
Issuer, with recourse of the Noteholders limited to
the Trust Assets. The Notes will be issued pursuant
to the SBB Deed Poll and have the benefit of the
Second Security Deed.
The Notes have an expected overall term (from the
issue date for the Tranche 1 Notes) of 7.75 years
(i.e. from the targeted Financial Close date of 30
June 2017 to 31 March 2025).
For details of the determination of Coupon
Payments and the timing and amounts payable
for redemption of the Notes see Section 7
(Calculation of payments). Terms and conditions
for the subscription of the Notes are set out in
Section 11 (Applications).
6.4 Services Agreement
The Services Agreement is an outsourcing
agreement between the Issuer and Flourish for
delivery of the Resolve Program.
The general provisions of the Services Agreement
follow the form of the Implementation Agreement.
The Services Agreement also sets out the amounts
and timing of payments to Flourish for delivery of
the Resolve Program.
If the contract goes to term, Flourish will receive
service payments of up to $17.8 million.
16. Applicable to Annual Reviews following the second Calculation Date.
social ventures.com.au 23RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
6.5 Management Deed
SVA will manage the Resolve SBB Trust under the
terms of the Management Deed.
For this role, SVA will be paid a management fee of
$100,000 per annum (plus GST), paid quarterly in
advance and indexed at a rate of 2.5% per annum
each 1 July. This management fee is intended to
cover the following:
● convening governance meetings for the Trust;
● procuring and overseeing the Independent
Certifier’s report on outcomes and payments;
● invoicing and managing NSW Government
payments made under the Implementation
Agreement;
● managing payments to Flourish under the
Services Agreement;
● preparing annual Noteholder reporting and
managing payments;
● managing the assets of the Trust;
● preparing tax returns and financial accounts
for the Trust;
● managing all other Resolve SBB payments;
● monitoring of performance under the
Services Agreement; and
● attending relevant meetings including those
of the regular oversight committee, the
Joint Working Group, convened under the
Implementation Agreement.
6. TRANSACTION STRUCTURE AND KEY DOCUMENTS (CONT.)
6.6 Security arrangements
The payment obligations of the Issuer in respect
of the Notes will be secured by a second ranking
security granted by the Issuer to the Security
Trustee over the Trust Assets. The Issuer has granted
a first ranking security over the Trust Assets in
favour of NSW Government for amounts as may be
owing by the Issuer to NSW Government under the
Implementation Agreement.
The role of Security Trustee will initially be
assumed by SVA, who will be immediately
replaced by another trustee party in the
circumstances set out in clause 2 (Appointment) of
the Second Security Deed, which include where
there is an enforcement of either Security Deed or
where the necessary majority of the Noteholders
so require.
Under the Priority and Co-ordination Deed, NSW
Government and the Security Trustee have agreed
that the payment of amounts secured at any time
under the security arrangements are to rank in the
following order of priority:
● first, to NSW Government for all amounts
owing in respect of the Remaining Standing
Charge, any other amount owing to NSW
Government under, or in connection with,
the Implementation Agreement for which a
corresponding amount has been paid to the
Issuer that is compensation for the amount
owing to NSW Government and any amount
indemnified under the First Security Deed;
● secondly, all amounts owing, or contingently
owing, in respect of the repayment of
principal, and all amounts of interest due and
payable, on the Notes and certain costs of the
Security Trustee, Issuer and any receiver;
● thirdly, all other amounts secured at any time
under the First Security Deed; and
● fourthly, all other amounts secured at any
time under the Second Security Deed,
all as more fully set out in the Priority and
Co-ordination Deed.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM24
7. CALCULATION OF PAYMENTS
7.1 Coupon Payments
There are seven Coupon Determination Dates, on 31 March each year from 2019 to 2025. Coupons will be
paid to Noteholders within 10 Business Days of those dates.
7.1.1 Fixed Coupons
Noteholders will receive Fixed Coupon Payments in respect of the first four Coupon Determination Dates.
The Fixed Coupon rate is 2% per annum.
The first Fixed Coupon Payment will reflect the time since each Tranche of Notes was issued (i.e.
approximately 1.75 years and 0.75 years):
where:
● OPA is the outstanding principal amount of the Notes at Coupon Determination Date 1.
● N1 is the number of days elapsed from (and including) the issue date for the Tranche 1 Notes up to
(but excluding) Coupon Determination Date 1.
● N2 is the number of days elapsed from (and including) the issue date for the Tranche 2 Notes up to
(but excluding) Coupon Determination Date 1.
Subsequent Fixed Coupon Payments are calculated as 2.00% multiplied by the outstanding principal
amount of the Notes.
7.1.2 Performance Coupons
Performance Coupons are determined by the balance of Trust Assets as described below, and so are
directly linked to the performance of the Resolve Program and the subsequent Outcome Payments to the
Resolve SBB Trust.
Performance Coupons are payable in respect of Coupon Determination Dates 5, 6 and 7 (or the
Early Termination Date if applicable), and are determined as each Noteholder’s pro rata share of the
Distributable Trust Assets as at the relevant date.
The Distributable Trust Assets are determined as the aggregate amount of all Trust Assets, less the
aggregate of:
(a) the maximum prospective amounts payable by the Issuer under the terms of the Services
Agreement and the Management Deed;
(b) an appropriate allowance for all future debts and liabilities of the Trust and the Issuer (including the
costs, charges and expenses of the Trust that are or may be payable up to the winding up of the Trust
and payments to the Independent Certifier and Independent Evaluator); and
(c) the outstanding principal amount of all Notes then on issue;
subject to the Distributable Trust Assets not being less than zero.
OPA x (N1 + N2) x 2.00%
365 x 2
First Fixed Coupon Payment =
social ventures.com.au 25RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
7. CALCULATION OF PAYMENTS (CONT.)
7.2 Mandatory Redemptions
Within 10 Business Days of Coupon Determination Dates 5 and 6, a proportion of each Noteholder’s
Notes will be redeemed for an amount equal to the aggregate outstanding principal amount of the
Notes to be redeemed.
The number of Notes redeemed will be determined as each Noteholder’s pro rata share of the balance of
the Redeemable Trust Assets as at the relevant Coupon Determination Date divided by $100 (the Note
denomination) and rounded down to the nearest whole denomination of a Note.
The Redeemable Trust Assets are determined as the aggregate amount of all Trust Assets, less the
aggregate of:
(a) the maximum prospective amounts payable by the Issuer under the terms of the Services
Agreement and the Management Deed; and
(b) an appropriate allowance for all future debts and liabilities of the Trust and the Issuer (including the
costs, charges and expenses of the Trust that are or may be payable up to the winding up of the Trust
and payments to the Independent Certifier);
subject to the amount of the Redeemable Trust Assets being not less than zero.
The aggregate principal amount of Notes that may be mandatorily redeemed in respect of Coupon
Determination Dates 5 and 6 shall not exceed $6 million.
Within 10 Business Days of Coupon Determination Date 7 (the Scheduled Maturity Date) all outstanding
Notes will be redeemed at their outstanding principal amount. If the value of Redeemable Trust Assets
is less than the outstanding principal amount of all Notes then on issue, the amount repaid will be each
Noteholder’s pro rata share of the available Trust Assets and Noteholders will suffer a capital loss.
7.3 NSW Government Payments to the Trust
The key determinant of the level of Performance Coupons and Note redemption payments received by
Noteholders is the amount of Outcome Payments paid by the NSW Government to the Trust under the
terms of the Implementation Agreement. The basis of those payments is described broadly below.
7.3.1 Calculation of savings
At each Calculation Date (30 September), the Program Savings generated by the Resolve Program over
the previous year are determined as:
Program Savings = NWAU Annual Reduction x Annual Baseline Cost x Measurement Years
where:
● NWAU Annual Reduction = (A – B) / A
where:
‘A’ is the number of NWAUs incurred by the Control Group members for the portion of the preceding
year that they were each in their measurement period; and
‘B’ is the number of NWAUs incurred by the Intervention Group members for the portion of the
preceding year that they were each in their measurement period.
● Annual Baseline Cost is an amount agreed with the NSW Government that reflects the expected
costs related to each individual’s consumption of health and other services during their two-year
measurement period and beyond.
● Measurement Years is the collective number of years the Intervention Group members were in their
measurement period over the preceding year.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM26
7. CALCULATION OF PAYMENTS (CONT.)
In addition, the Implementation Agreement includes an Agreed Minimum Referrals provision which
commits the NSW Government, through the participating LHDs, to provide a minimum number of
referrals to the Resolve Program each year. To the extent that there is any shortfall in referrals relative to
the Agreed Minimum Referrals, the Program Savings for the relevant year will be adjusted to reflect these
‘missing’ referral outcomes. ‘Missing’ referrals are deemed to have experienced an annual reduction in
NWAUs commensurate with outcomes achieved by the Intervention Group.
Data to determine the NWAUs incurred by each member of the Intervention Group and Control Group
will be extracted from NSW Health datasets and verified by the Independent Certifier.
7.3.2 Calculation of NSW Government Payments
The Standing Charge is an amount of $9 million that will be paid in three equal instalments on 1 August
2017, 1 July 2018 and 1 July 2019.
The Outcome Payment to be made by the NSW Government following each Calculation Date is
determined as:
● 100% of the first tier of cumulative Program Savings, plus
● 25% of the second tier of cumulative Program Savings, plus
● 15% of the third tier of cumulative Program Savings, less
● all previous payments including the Standing Charge.
The tiers that determine the proportion of savings that are paid increase linearly over the course of the
SBB. At the final Calculation Date:
● the first tier is $19.5 million;
● the second tier is $5.5 million; and
● the third tier is $20 million.
Total NSW Government payments will therefore vary depending upon the measured performance of
the Resolve Program. Total NSW Government payments paid under the target performance scenario are
estimated to be $21.7 million. Total payments can range between $9.0 million (i.e. the standing charge
only) and $23.9 million (provided the Implementation Agreement does not terminate early).

social ventures.com.au 27RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
7. CALCULATION OF PAYMENTS (CONT.)
7.4 Other cashflows impacting Noteholder returns
Noteholder returns are based upon the value of the Trust Assets, which in turn are dependent upon
the total cashflows to and from the Trust. In addition to the NSW Government payments to the Trust
described above, estimated cashflows are as follows:
● Earnings on Trust Assets: for projection purposes, it has been estimated that the cash balance of
the Trust will earn an interest rate of 2.7% per annum, generating an inflow of $1.2 million in total.
The actual amount may vary from that estimated.
● Payments under the Services Agreement are as set out in Section 6.4 (Services Agreement). The
maximum total outflow over the term of the contract is $17.8 million.
● Payments under the Management Deed are as set out in Section 6.5 (Management Deed). The
maximum total outflow over the term of the contract is $0.8 million.
● Payments to the Independent Certifier and Independent Evaluator have been estimated to cost a
total of $0.4 million over the course of the SBB, but the actual amount may vary from that estimated.
● Establishment expenses incurred are estimated to be $0.2 million, comprising legal fees incurred
by SVA and Flourish and a fee payable to SVA for intermediary services. The actual amount may vary
from that estimated.
7.5 Estimated Noteholder returns
The total Coupon Payments and Note redemptions payments have been estimated under each
of the performance scenarios set out in Section 4.6 (Program performance). The Financial Model
used to calculate these estimated payments has been reviewed for accuracy by Taylor Fry Analytics
and Actuarial Consulting17. The Issuer makes no representation as to the likelihood of any of these
scenarios eventuating.
Total Payment to Noteholders by Performance Scenario
0
2
4
6
$m
8
10
12
14
Below Target Target Above Target Outperform
Performance
Coupon
Fixed
Coupon
Maturity
Subscription
Repayment
Early
Subscription
Repayment
The approximate Noteholder returns that would be generated in each of these scenarios are as follows:
Scenario Below Target Target Above Target Outperform
Internal Rate
of Return
4% pa 7.5% pa 10% pa 11% pa
Total Coupons $1.9m $3.7m $5.1m $6.0m
The ‘Underperform’ scenario has not been included as it would result in early termination of the
Implementation Agreement. See Section 7.7 (Noteholder Payments on Early Termination) below for details.
17. Taylor Fry’s review of the Financial Model was limited in scope to an assessment of the accuracy and consistency of the calculation of financial
payments. It excluded a review of the assumptions underpinning, and the structure of, those payments, and relied upon information provided
to Taylor Fry by SVA in relation to the SBB terms. It did not take into account the specific circumstances or needs of any potential stakeholders.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM28
7. CALCULATION OF PAYMENTS (CONT.)
7.6 Termination Payments
If the Implementation Agreement is terminated for any reason, a final payment will be made that reflects
the performance of the Resolve Program up to the date of termination.
7.6.1 Calculation of Terminal Program Savings
The Terminal Program Savings are the sum of:
(a) the cumulative Program Savings as at the previous Calculation Date; and
(b) the accrued savings arising in respect of time elapsed between the last Calculation Date and the
Termination Date, assuming that the cumulative percentage reduction in service utilisation that had
been achieved up to the last Calculation Date continued to the Termination Date (given the data
extraction process will not have yet occurred).
7.6.2 Calculation of the Termination Payment
The Termination Payment is determined in a manner consistent with the calculation of Outcome
Payments as set out in Section 7.3.2 (Calculation of NSW Government Payments).
An agreed minimum payment amount also applies if the Implementation Agreement is terminated in
the first two years to allow for the fact that establishment costs have been incurred without the Resolve
Program having had sufficient time to generate outcomes.
Any Termination Payment would be calculated by the Independent Certifier. Further details of the
determination of Early Termination Payments can be provided upon request.
7.6.3 Break Costs payable on Termination
Certain additional costs are also payable in the event of termination to enable Flourish to provide transition
out services, pay the costs of the Independent Certifier and allow for legal costs and the wind up of the Trust
(Break Costs). Maximum amounts for these Break Costs at all points in time, and the proportion of these
costs that is paid by the NSW Government, are set out in the Implementation Agreement.
7.7 Noteholder Payments on Early Termination
In the event of early termination, final payments to Noteholders will be made after the Termination
Payment under the Implementation Agreement has been calculated and paid and any Break Costs have
been determined and paid. Noteholders will share pro rata in the final balance of Trust Assets.
Termination for poor performance
In the ‘worst case scenario’ that no Outcome Payments have been made following Calculation Date 4, the
Implementation Agreement will be terminated on the grounds of poor performance.
In that circumstance, if the Termination Payment under the Implementation Agreement is also nil and
the maximum Break Costs payable at that time are incurred, it is estimated that Noteholders will receive
aggregate redemption payments of $3.7 million (54% of the aggregate principal amount of the Notes) in
addition to aggregate Fixed Coupons previously received of $0.5 million, totalling $4.2 million. The total
loss would therefore be approximately 40% of the principal amount of the Notes.
social ventures.com.au 29RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
8. CASHFLOW SUMMARY
Under the target performance scenario, the cashflows to and from the Trust are estimated to be as follows:
Resolve SBB estimated cash flows under the target performance scenario $m
1. Note subscription amounts 7.0
2. Standing Charge payments made under the Implementation Agreement 9.0
3. Outcome Payments made under the Implementation Agreement 12.7
4. Interest on cash 1.2
Total Inflows 29.9
5. Service Payments under Services Agreement 17.8
6. Transaction establishment costs (legal and capital raise fees) 0.2
7. Fees under the Management Deed 0.8
8. Independent Certifier and Independent Evaluator fees 0.4
9. Fixed Coupons under the Notes 0.6
10. Performance Coupons under the Notes 3.1
11. Note redemption payments 7.0
Outflows 29.9
Items 3, 10 and 11 above are variable amounts that will depend upon the performance of the Resolve
Program. Items 4, 6 and 8 have been estimated and will depend upon actual interest rates and the fees
charged. All other items are based on the terms of the relevant contracts.
Estimated Noteholder cash flows under target performance scenario
-4.0
2017
-3.5 -3.5
4.0
1.1
2.0
2.0
1.0
0.2 0.1 0.1 0.1
2018 2019 2020 2021 2022 2023 2024 2025
-3.0
-2.0
-1.0
0$
m
1.0
2.0
3.0
4.0
5.0 Subscription
Drawdown
Fixed
Coupon
Subscription
Repayment
Performance
Coupon
Under the target performance scenario, Noteholders are estimated to receive aggregate Performance
Coupons of $1.1 million at Coupon Determination Date 6 (31 March 2024), and $2.0 million at Coupon
Determination Date 7 (31 March 2025).
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM30
9. RISK FACTORS
Prospective Investors should carefully consider the risks and uncertainties described below and the other
information contained in this Information Memorandum before making an investment in the Notes. They are
not an exhaustive description of all the risks associated with an investment in the Notes and the Issuer may be
unable to fulfil its payment or other obligations under or in connection with the Notes due to a factor which the
Issuer did not consider to be a material or significant risk based on information currently available to it or which
it may not currently be able to anticipate. If any of the risks described below (or an unlisted risk) actually occurs,
the value and liquidity of the Notes could decline, and Noteholders could lose all or part of their investment. These
factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the
likelihood of any such contingency occurring.
Program performance
Noteholder returns are primarily determined
by the outcomes delivered through the Resolve
Program. Noteholders are exposed to the
performance capabilities of Flourish. If Flourish
fails to perform and deliver the target outcomes,
Noteholder returns will be adversely affected and
in certain performance scenarios, Noteholder
subscriptions may not be wholly repaid. Neither
the Issuer, Flourish, the State nor any other
person guarantees that the target outcomes will
be achieved. Prospective Investors are advised
to review the description of the Resolve Program
and its goals in this document to determine
their own view on the future performance of the
Resolve Program.
Flourish has a long history as a mental health
services provider, having been involved in the
delivery of mental health programs for over
60 years. Program performance will be closely
monitored by the Joint Working Group, a
governance committee established under the
Implementation Agreement. The Trust Manager will
be represented on this committee along with other
stakeholders. In addition, a formal external program
evaluation will be undertaken at the mid-point of
the Resolve SBB’s lifecycle.
Referral volume
Outcomes and payments are determined by
both the annual percentage reduction in NWAUs
incurred by the Intervention Group relative to the
Control Group and the number of participants in
the Intervention Group. There is a risk that a lower
than expected number of Intervention Group
participants will reduce Outcome Payments.
The Implementation Agreement includes an
Agreed Minimum Referrals provision which
commits the NSW Government, through the LHDs,
to provide a minimum number of referrals to the
Resolve Program each year. Agreed Minimum
Referrals is defined as the lower of the aggregated
number of referrals requested by Flourish from
each participating LHD and the minimum number
outlined in the Implementation Agreement.
The Outcome Payment calculation includes a
provision for deemed enrolments that acts as
a ‘make whole’ in the event that actual referral
numbers are below the Agreed Minimum
Referrals. As such, in the instance that the Agreed
Minimum Referrals are not met, Outcome
Payments are not reduced.
social ventures.com.au 31RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
9. RISK FACTORS (CONT.)
Control Group risk
In creating a fair and stable Control Group for
the purposes of comparing outcomes, there
should be no material differences between the
Intervention Group and the Control Group, apart
from the delivery of the Resolve Program to the
Intervention Group.
The mental health services landscape in NSW is
fluid, with a range of ‘usual care’ services being
delivered at both the State and Federal level. An
individual’s inclusion in either the Intervention
Group or the Control Group does not preclude
them from receiving these ‘usual care’ mental health
services, either routinely or on an ad hoc basis.
A risk exists that individuals within the Control
Group may incur a higher level of ‘usual care’
service utilisation than the Intervention Group,
which may make it more difficult to achieve the
relative reduction in NWAUs upon which Outcome
Payments are made. The Operations Manual
outlines the processes in place to assess and
manage the Intervention Group’s access to and
engagement with ‘usual care’ services.
In addition, the Annual Review process will include
a general analysis of the mental health services
and policy environment in NSW to ensure that all
parties are satisfied with the construction of the
Control Group.
Delay in opening the Resolve centres
It is anticipated that the Resolve centre sites
(Orange and Penrith) will be leased for the
duration of the Resolve Program. The site for
the Nepean Blue Mountains Resolve centre has
not yet been identified, which may lead to a
delay in its operational commencement. If this
occurs, there will be a commensurate delay in the
commencement of referral requests in relation
to the Nepean Blue Mountains Resolve centre,
and hence reduced opportunity to achieve
outcomes in the Resolve Program’s early years. In
this scenario, Outcome Payments may be lower
than expected. Under the terms of the Services
Agreement, service payments to Flourish will
be reduced to the extent that staffing levels
are below those planned and rental payments
are not incurred due to delays in opening the
Resolve centres.
Service delivery organisation credit risk
The Resolve SBB transaction is reliant on Flourish
to implement and deliver the Resolve Program
under the Services Agreement. There is a risk that
Flourish could be unable to fulfil its obligations
under the Services Agreement due to insolvency,
which would trigger the early termination of the
Implementation Agreement.
Flourish has been in operation for over 60 years,
and during FY16 generated revenue of $57 million
($52.2 million during FY15). Additional information
on the financial position of Flourish is available on
www.flourishaustralia.org.au.
Issuer credit risk
Recourse of Noteholders against the Issuer
is limited as described in clause 12.5 (Limited
recourse) of the SBB Deed Poll. In the event that
the Trust Assets are insufficient to meet the claims
of Noteholders under or in respect of the Notes,
there is a risk that a Noteholder will not receive all
amounts owing to it and the Noteholder may lose
part of its investment in the Notes.
Early termination
Section 6.2 (Implementation Agreement) sets out
the scenarios under which the Implementation
Agreement, and hence the Resolve SBB
arrangements, may be terminated and the
Notes would be redeemed early. Details of
how the Termination Payment is calculated in
these circumstances are set out in Section 7.6
(Termination Payments).
The NSW Government can elect to terminate the
Implementation Agreement for convenience for
any reason, which may include, without limitation,
that it views the Resolve SBB arrangement as
no longer consistent with its policy priorities or
that the arrangements lack sufficient economic
justification. In such a scenario, the Termination
Payment payable by the NSW Government to the
Issuer in the first two years of the contract is an
agreed amount that will be available to be applied
towards payment of the obligations of the Trust
(including the Notes). In addition, the Issuer would
be paid the full Break Costs in such an event.
The Notes are required to be redeemed by
the Issuer where early termination of the
Implementation Agreement has occurred. At
those times, a Noteholder may not be able to
reinvest the redemption proceeds at an interest
rate commensurate with the future expected
returns on the Notes. Potential Investors should
consider reinvestment risk in light of other
investments available.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM32
9. RISK FACTORS (CONT.)
Reliability of data provided and
calculation of outcomes
The measurement of the outcomes of the Resolve
Program will rely upon data and information
obtained by NSW Health. This data (de-identified
and extracted following a secure data linkage
process) and information, and the outcome
determinations (including the calculation of
the Outcome Payments) will be reviewed by
the Independent Certifier (expected to be a
recognised accounting practice or actuarial firm)
appointed to assess the reliability of the data and
information and outcome determinations.
Dependence on key personnel
The Resolve Program is reliant on a number of key
personnel employed by Flourish, and its ability
to attract and retain quality staff. The loss of staff
members could potentially have an adverse
impact on the Resolve Program’s performance.
Flourish intends to manage this risk by directly
involving a number of senior and experienced
people in the management of the Resolve
Program and will maintain a business continuity
plan and a succession plan.
Modifications and waivers
The Note Conditions set out in the SBB Deed Poll
contain provisions for Noteholders to consider
matters affecting their interests generally and to
agree to modification to the SBB Deed Poll and
for variations of the Implementation Agreement
and other Resolve SBB arrangement documents.
These provisions permit defined majorities
and, in certain circumstances, actions of the
Issuer without Noteholder consent, to bind all
Noteholders, including Noteholders who did not
vote and Noteholders who voted in a manner
contrary to the majority. For further particulars,
see clause 8 (Variations) of the SBB Deed Poll.
Change of law
The Note Conditions are based on the relevant law
in effect as at the date of the issue of the Notes.
No assurance can be given as to the impact of any
possible judicial decision, change to law (including
by an action of the State) or administrative
practice after the date of issue of the Notes. Any
material adverse impact arising from a change of
tax legislation or law creates an Early Termination
right for the Issuer.
The secondary market generally
The Notes will have no established secondary
trading market when issued, and one may never
develop. If a market does develop, it may not be
liquid. Investors may not be able to sell their Notes
easily or at prices that will provide them with a
yield comparable to similar investments that have
a developed secondary market. Illiquidity may
have an adverse effect on the market value of
the Notes. No assurance of a secondary market
or a market price for the Notes is provided by the
Issuer or by any other person.
Legal investment considerations may
restrict certain investments
The investment activities of certain Investors
are subject to investment laws and directives, or
review or regulation by certain authorities. Each
potential Investor should consult its legal advisers
to determine whether and to what extent (1) the
Notes are legal investments for it, (2) the Notes
can be used as collateral for various types of
borrowing, and (3) other restrictions apply to its
purchase or pledge of any Notes.
social ventures.com.au 33RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
10. LEGAL NOTICES
Selling and distribution restrictions
By submitting an Application Form, an Investor
applies to purchase Notes in accordance with
the Purchase Terms. The Issuer has the sole right
to accept any offer to purchase Notes and may
reject that offer in whole or in part without giving
reasons for its decisions.
Under the Purchase Terms, each Investor
purchasing Notes will agree to comply with any
applicable law or directive in any jurisdiction in
which it may subscribe for, offer, place, sell or
transfers Notes and that it will not, directly or
indirectly, offer, sell or transfer Notes or distribute
any IM or other offering material in relation to
the Notes outside Australia and otherwise within
Australia except in accordance with the Purchase
Terms, these selling restrictions and under
circumstances that will result in compliance by
the Issuer with any applicable law or directive of
that jurisdiction.
No Relevant Party has represented that any Notes
may at any time lawfully be sold in compliance
with any applicable disclosure, registration or
other requirements in any jurisdiction, or in
accordance with any available exemption, or
assumes any responsibility for facilitating that sale.
The following selling restrictions apply.
Australia
The Notes may only be issued or transferred
to Australian residents who are not acquiring
an interest in the Notes through a permanent
establishment outside Australia.
No prospectus or other disclosure document (as
defined in the Corporations Act) in relation to the
Notes has been, or will be, lodged with ASIC.
A person may not make or invite an offer of the
Notes for issue or sale in Australia (including an
offer or invitation which is received by a person
in Australia) or distribute or publish this IM or
any other offering material or advertisement
relating to the Notes in Australia unless the
offer or invitation (1) does not require disclosure
to Investors under Part 6D.2 or 7.9 of the
Corporations Act, (2) does not constitute an offer
or invitation to a ‘retail client’ as defined for the
purposes of Chapter 7 of the Corporations Act,
(3) complies with all other applicable laws and
directives in the jurisdiction in which the offer,
invitation or issue takes place and (4) does not
require any document to be lodged with ASIC or
any other regulatory body in Australia.
General
The Notes have not been, and will not be,
registered under the U.S. Securities Act. The Notes
may not be offered, sold, delivered or transferred,
at any time, within the United States of America, its
territories or possessions or to, or for the account
or benefit of, U.S. persons (as defined in Regulation
S under the U.S. Securities Act).
No action has been taken in any jurisdiction that
would permit a public offering of any of the Notes,
or possession or distribution of the IM or any other
offering material in any country or jurisdiction.
Persons into whose hands this IM comes are
required by the Relevant Parties to comply
with all applicable laws and directives in each
jurisdiction in which they purchase, offer, sell,
resell, reoffer or deliver Notes or have in their
possession or distribute or publish the IM or
other offering material.
Agency and distribution arrangements
The Issuer may agree to pay fees to any trustee
or agent for undertaking its respective roles and
reimburse them for certain of their expenses
properly incurred in connection with the Notes.
The Issuer may also agree to pay fees to the Trust
Manager and may indemnify the Trust Manager
against certain liabilities in connection with the
offer and sale of Notes.
Persons involved in the offer, issue and sale of
the Notes, and their respective related entities,
directors, officers and employees, may have
pecuniary or other interests in the Notes and
may also have interests pursuant to other
arrangements and may act as a principal in
dealing in, or as a custodian or nominee in
holding, any Notes.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM34
10. LEGAL NOTICES (CONT.)
Investors should obtain
independent advice
Investors should be aware that, in some scenarios,
no Performance Coupon will be payable on
the Notes and repayment of principal on the
Notes may be at risk. This IM is not investment
advice and has been prepared without taking
into account the investment objectives, financial
situation or particular needs (including financial
and taxation issues) of any investor. Each investor
contemplating subscribing for, purchasing or
otherwise dealing in any Notes or any rights in
respect of any Notes should:
● make and rely upon (and shall be taken
to have made and relied upon) its own
independent investigation of the financial
condition and affairs of, and its own
appraisal of the creditworthiness of, the
Issuer and the Notes;
● determine for themselves the relevance of
the information contained in this IM, and
must base their investment decision solely
upon their independent assessment and such
investigations as they consider necessary; and
● consult their own tax advisers concerning
the application of any tax or duty (including
stamp and transactions duty) laws applicable
to their particular situation.
No advice is given in respect of the legal,
taxation or accounting treatment for investors or
purchasers in connection with an investment in
any Notes or rights in respect of them. In addition,
this IM does not include any information in respect
of the taxation treatment of an investment in
the Notes. Investors or purchasers should, in
connection with an investment or other dealing in
any Notes (including their transfer), consult their
own professional advisers.
No authorisation
No person has been authorised to give any
information or make any representations
not contained in or consistent with this IM in
connection with the Issuer, the Resolve Program
or the issue or sale of the Notes and, if given or
made, such information or representation must
not be relied on as having been authorised by
any Relevant Party.
No independent verification
No representation, warranty or undertaking,
express or implied, is made, and no responsibility
or liability is accepted, by any Relevant Party
(other than the Issuer, on the terms provided
under Important Notices - Responsibility), as to
the accuracy or completeness of this IM or any
further information supplied in connection with
the Notes.
No person named in this IM has undertaken to
review the financial condition or affairs of the
Issuer at any time or to advise any Noteholder of
any information coming to their attention with
respect to the Issuer and make no representations
as to the ability of the Issuer to comply with its
obligations under the Notes.
Currency of information
The information contained in this IM is prepared
as of its Preparation Date. Neither the delivery
of this IM nor any offer, issue or sale made in
connection with this IM at any time implies that the
information contained in it is correct, that any other
information supplied in connection with the Notes
is correct or that there has not been any change
(adverse or otherwise) in the financial conditions or
affairs of the Issuer at any time subsequent to the
Preparation Date. In particular, the Issuer is under
no obligation to any person to update this IM at any
time, including after an issue of Notes.
social ventures.com.au 35RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
10. LEGAL NOTICES (CONT.)
Documents incorporated by reference
This IM is to be read in conjunction with
all documents which are deemed to be
incorporated into it by reference as set out
below. This IM shall, unless otherwise expressly
stated, be read and construed on the basis that
such documents are so incorporated and form
part of this IM. Investors should review, among
other things, the documents which are deemed
to be incorporated in this IM by reference when
deciding whether to purchase any Notes.
The following documents are incorporated in, and
taken to form part of, this IM:
● the Implementation Agreement (with certain
commercial-in-confidence matters redacted);
● the Services Agreement (with certain
commercial-in-confidence matters redacted);
● the SBB Deed Poll;
● the Security Documents;
● each Note Issue Supplement;
● the Purchase Deed; and
● all other documents issued by the Issuer and
stated to be incorporated in this IM
by reference.
Any statement contained in this IM shall be
modified or superseded in this IM to the extent
that a statement contained in any document
subsequently incorporated by reference into
this IM modifies or supersedes such statement
(including whether expressly or by implication).
A Note Issue Supplement or another supplement
to this IM may also supplement, amend, modify
or replace any statement or information
incorporated by reference in this IM or a
supplement to this IM.
Copies of documents which are incorporated by
reference in this IM are available for download
at socialventures.com.au/work/resolve-sbb and
may also be obtained in hard copy from the
offices of the Issuer on request.
Any internet site addresses provided in this
IM are for reference only and the content of
any such internet site is not incorporated by
reference into, and does not form part of, this IM.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM36
11. APPLICATIONS
11.1 How to apply
Eligible investors (Applicants, and see further
Section 11.3 (Investor eligibility)) may apply for
Notes by submitting an Application Form that was
attached to, or accompanied by, a copy of this IM,
and providing the Application Payment.
Applications will only be considered where
Applicants have applied pursuant to an
Application Form submitted in accordance with
Section 11.4 (Submission of Application Forms).
The Issuer may in its sole discretion accept or
reject an application. Applicants will be informed
of the success of their application.
The targeted closing date is 30 June 2017. The
offer period may close early and so Applicants
are encouraged to consider submitting their
Application Forms as soon as possible.
An Applicant cannot withdraw their Application
Form once it has been lodged, except as permitted
under the Corporations Act.
11.2 Subscription amounts
The minimum subscription amount is $50,000
in principal amount of the Notes. Investors may
apply for additional Notes in multiples of 10 Notes
($1,000 in principal amount) above that minimum
subscription amount.
11.3 Investor eligibility
An application for the issue of any Notes will
only be accepted from, and Notes will only be
issued to, an investor that is (1) a person to whom
it is lawful to make an offer of the Notes, (2) a
person to whom an offer or invitation for the
issue, sale or transfer of the Notes may be made
without disclosure under Part 6D.2 or 7.9 of the
Corporations Act, (3) not a ‘retail client’ as defined
for the purposes of Chapter 7 of the Corporations
Act and (4) an Australian resident who is not
acquiring an interest in the Notes through a
permanent establishment outside Australia.
In particular, each such ‘wholesale investor’ must
be able to demonstrate that they are either:
● a ‘sophisticated investor’ for the purposes of
section 708(8)(c) of the Corporations Act by
providing a certificate given by a qualified
accountant dated no more than 6 months before
the offer is made confirming that the investor has
(1) net assets of at least A$2.5 million or (2) has a
gross income for each of the last 2 financial years
of at least A$250,000 a year; or
● a ‘professional investor’ for the purpose of
section 708(11) of the Corporations Act by
either being (1) a person covered by the
definition of ‘professional investor’ in section
9 of the Corporations Act (except a person
mentioned in paragraph (e) of the definition) or
(2) a person who controls gross assets of at least
A$10 million in accordance with section 708(11)
(b) of the Corporations Act.
In accordance with the above, any Notes purchased
by any person who wishes to offer such Notes
for sale or resale may not be offered in Australia
in circumstances which would result in the
Issuer being obliged to lodge a prospectus or
other disclosure document (as defined in the
Corporations Act) in relation to any Notes with ASIC
or any other regulatory body in Australia.
11.4 Submission of Application Forms
Original completed Application Forms should be
mailed to:
Resolve SBB Trust
PO Box R1479
Royal Exchange NSW 1225
11.5 Application Payments
The Application Payment to be provided in
connection with an application for any Notes is an
amount equal to the Initial Subscription Amount for
the number of Notes identified by the Applicant in
their Application Form.
11.6 Payment options
There are two options for payment of Application
Payments: (1) by personal or bank cheque, and (2)
by direct deposit, as described below.
1. Cheque payments
Cheques should be crossed ‘Not negotiable’ and
made payable to ‘One Registry Services Pty
Ltd Applications Account’ and mailed with the
completed Application Form to:
Resolve SBB Trust
PO Box R1479
Royal Exchange NSW 1225
2. Direct Deposit
Bank: St George
Account Name: One Registry Services Pty Ltd
Applications Account
BSB: 332 127
Account Number: 554 262 774
Where funds are electronically transferred or
deposited directly to the bank account, details of
the deposit should accompany the Application
Form. The Issuer will accept notice of electronic
transfer of funds as if deposited and cleared.
Physical cash will not be accepted at any time.
social ventures.com.au 37RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
11. APPLICATIONS (CONT.)
11.7 Application payments
All Application Payments received before Notes are
issued will be held by the Issuer in an account used
for the purpose of depositing Application Payments
received. The Registrar will be entitled to all interest
earned on monies held in the account. After the
Notes are issued to successful Applicants, the
Application Payments will be payable to the Issuer.
11.8 Refunds
Applicants who are not allotted any Notes, or are
allotted fewer Notes than the number applied and
paid for as a result of a scale back, will have all or
some of their Application Payments (as applicable)
refunded (without interest) as soon as practicable
after the first Issue Date.
11.9 Provision of TFN and/or ABN
Under the Application Form, Applicants may also
provide details of their Tax File Number (TFN)
should they wish to do so.
The collection and quotation of TFNs is authorised,
and TFN use and disclosure is strictly regulated, by
tax laws and the Privacy Act.
Applicants are not required to provide their TFNs.
However, the Issuer may be required to withold
tax from payments on the Notes where the
investor has failed to provide their TFN, ABN or
proof of a relevant exemption.
11.10 Provision of bank account details
Under the Application Form, Applicants are
also requested to provide account details. This
nominated account will be used for the direct
crediting of payments of Coupons, prepayment
and repayment of principal and payments of other
amounts. If this information is not provided under
the Application Form, Applicants are encouraged
to provide it to the Issuer as soon as possible
thereafter. If a Noteholder has not notified the
Issuer of an appropriate account by the close of
business on the Record Date in respect of that
payment, or the credit of any money to your
account does not complete for any reason, then
the Issuer will pay the relevant amount by cheque
delivered (at the risk of the Noteholder) to the
postal address most recently notified. No interest
is payable in respect of any delay in payment.
11.11 Privacy statement
In certain circumstances, the Issuer may be
required by the Anti-Money Laundering and
Counter-Terrorism Financing Act 2006 (Cth), the
Financial Sector (Collection of Data) Act 2001
(Cth), the Corporations Act (Cth), the Taxation
Administration Act 1953 (Cth), the Income Tax
Assessment Act 1936 (Cth) and other taxation
laws to collect certain personal information about
Noteholders. If an Applicant does not provide the
information required on the Application Form, or
provides incomplete or inaccurate information,
the Issuer may not be able to accept or process
their application.
The Issuer and the Registrar may, for the purposes
set out in this privacy statement, disclose personal
information to the Registrar, the Trust Manager,
related entities, agents, contractors and third
party service providers (including mail houses and
professional advisers) of the Issuer, the Registrar and
the Trust Manager, regulatory authorities and in any
case, where disclosure is required or allowed by law
or where the Applicant has consented.
The Trust Deed and SBB Deed Poll require the
Issuer to include information about Noteholders
(including name, address and details of the Notes
held) in the Register. The information contained in
the Register will be retained, even if an individual
ceases to be a Noteholder. Information contained
in the Register is also used to facilitate and process
payments (including Coupons) and corporate
communications (including annual reports and
other information that the Issuer or the Trust
Manager wishes to communicate to Noteholders)
and to help ensure compliance by the Issuer with
legal and regulatory requirements.
A copy of the Issuer’s privacy policy is available
from resolvesbb@socialventures.com.au. The
privacy policy states how the Issuer manages
personal information and includes information
about how a request to access and seek correction
of the personal information held by the Issuer
can be made. The privacy policy also contains
information about how an Applicant can complain
about a breach by the Issuer of the Privacy Act and
how the Issuer will deal with such a complaint.
Requests to access personal information, seek
correction to personal information or make a
complaint can be made to the Issuer by emailing
resolvesbb@socialventures.com.au or by mail at
Level 6, 6 O’Connell Street, Sydney NSW 2000.
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM38
12. GLOSSARY
The following terms have these meanings when used in this IM, but subject to the meanings and interpretation as
provided in the SBB Deed Poll, Implementation Agreement or the final Operations Manual (as applicable).
Applicant An eligible investor who applies for
any Notes, as more fully described in Section 11
(Applications).
Application Form An application form attached
to this Information Memorandum.
Application Payment The amount to be paid
by Applicants in making a valid application for
any Notes, as more fully described in Section 11
(Applications).
ASIC Australian Securities and Investments
Commission.
Australian dollars, $ or A$ The lawful currency
of Australia.
Business Day A day (not being a Saturday or
Sunday or public holiday in the relevant place)
on which banks are open for general banking
business in Sydney.
Calculation Date 30 September in each year from
2018 to 2024.
Corporations Act Corporations Act 2001 (Cth).
Coupon Determination Date 31 March in each
year commencing in 2019 up to (and including)
the Scheduled Maturity Date.
There are 7 Coupon Determination Dates,
scheduled as follows:
● Coupon Determination Date 1 is 31 March 2019
● Coupon Determination Date 2 is 31 March 2020
● Coupon Determination Date 3 is 31 March 2021
● Coupon Determination Date 4 is 31 March 2022
● Coupon Determination Date 5 is 31 March 2023
● Coupon Determination Date 6 is 31 March 2024
● Coupon Determination Date 7 is 31 March 2025.
Early Termination Date Any date on which the
Implementation Agreement is terminated prior to
the Scheduled Maturity Date.
Financial Close The date upon which the Tranche
1 Notes are issued.
Financial Model Means the financial model agreed
by the Issuer, the State and Flourish.
Flourish or Flourish Australia
RichmondPRA Limited (ACN 001 280 628),
commonly known as Flourish Australia, is the
entity contracted to deliver the Resolve Program
under the Services Agreement.
GST Goods and Services Tax.
IM This Information Memorandum.
References herein to ‘IM’ are to this IM and any
other document incorporated by reference and to
any of them individually.
Independent Certifier An independent body
appointed under the Implementation Agreement
to certify the performance of the Resolve Program
and calculate payments.
Independent Evaluator An independent body
appointed under the Implementation Agreement
to conduct an evaluation of the delivery of the
Resolve Program and the impact upon participants
beyond the principal outcome measure.
Initial Transfer Period For any Tranche 1
Note, the period commencing from the Issue
Date for that Tranche 1 Note up to the date
on which the corresponding Tranche 2 Note is
issued in accordance with the Tranche 2 Notes
Subscription Undertaking.
Local Health Districts or LHDs Each of the
Western NSW Local Health District and the Nepean
Blue Mountains Local Health District.
Management Deed Master Management Deed
(SVA Impact Investments) dated 9 January 2017
between SVA Nominees Pty Ltd (ACN 616 235
753) and Social Ventures Australia Limited
(ACN 100 487 572).
Minimum Subscription Amount $50,000.
Note Issue Supplement For any Tranche of Notes,
the confirmation of the final terms for those Notes,
substantially in the form set out in schedule 2 of the
SBB Deed Poll, relating to the issue of those Notes
and which has been confirmed by the Issuer.
Notes Resolve Social Benefit Bonds, including an
interest in them.
Operations Manual A document incorporated
into the Implementation Agreement by
reference, designed to be a repository of
elements of the Implementation Agreement
which will assist in the day-to-day operation of
the Implementation Agreement.
Outcome Payments The payments made by
the NSW Government to the Issuer based on the
calculated Program Savings, as described in Section
7.3 (NSW Government Payments to the Trust).
Performance Coupons The variable coupon
amounts described under Section 7.1.2
(Performance Coupons).
social ventures.com.au 39RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
12. GLOSSARY (CONT.)
Preparation Date In relation to this IM, the date
indicated on its face or, if this IM has been amended,
or supplemented, the date indicated on the face of
that amendment or supplement and, in relation to
any other item of information which is to be read in
conjunction with this IM, the date indicated on its
face as being its date of release or effectiveness.
Privacy Act Privacy Act 1988 (Cth).
Purchase Terms The terms and conditions for the
purchase of Notes as provided under the Purchase
Deed (including the Application Form) and this IM.
Relevant Parties The Issuer, the Trust Manager,
Flourish Australia and any person other than the
Issuer acting as an agent from time to time, and
‘Relevant Party’ means any of them, as the context
admits.
Resolve Program or Program The services
program delivered by Flourish Australia under
the Services Agreement.
Scheduled Maturity Date 31 March 2025.
Security Documents The First Security Deed,
the Second Security Deed and the Priority and
Co-ordination Deed.
Security Trustee Social Ventures Australia Limited
(ACN 100 487 572).
Services Agreement The contract between the
Trust and Flourish to deliver the Resolve Program.
SIB or SBB Social Impact Bond or Social
Benefit Bond.
Standing Charge A pre-payment of part of the
Outcome Payments by the NSW Government to
the Issuer under the Implementation Agreement.
The Standing Charge is payable in three equal
instalments of $3,000,000 on each of the Standing
Charge Payment Dates.
Standing Charge Payment Dates 1 August 2017,
1 July 2018 and 1 July 2019.
State The New South Wales Government and the
State of New South Wales (including the Crown
in right of the State of New South Wales and all
departments, agencies and other State bodies
and personnel).
SVA Social Ventures Australia Limited
(ACN 100 487 572).
Termination Payment The amount payable
by the NSW Government to the Trust in the
event of an early termination of the
Implementation Agreement.
Tranche An issue of Notes issued on the same
issue date and on the same Note conditions.
Tranche 1 Notes The first Tranche of Notes to be
issued by the Issuer.
Tranche 2 Notes The second Tranche of Notes to
be issued by the Issuer on or about 29 June 2018.
Tranche 2 Subscription Undertaking In respect
of a Tranche 1 Note and during the Initial Transfer
Period, the obligations of Noteholder to subscribe
a corresponding Tranche 2 Note as set out in
clause 3 of the Purchase Deed.
Trust The Resolve SBB Trust (ABN 65 228 690 068 ).
Trust Assets All the Issuer’s rights, property and
undertaking which are the subject of the Trust (1)
of whatever kind and wherever situated, and (2)
whether present or future.
The Trust Assets will include the Issuer’s rights
under the Implementation Agreement, cash assets
of the Trust (which are not payable to the Issuer
in respect of its costs or the costs of the Trust) and
authorised investments of the Trust.
Trust Deed Master Trust Deed (SVA Impact
Investments) dated 9 January 2017 between
SVA Nominees Pty Ltd, Social Ventures Australia
Limited (as Manager) and the Settlor named
therein, together with the Notice of Creation of
Trust dated 27 March 2017 made by the Issuer.
Trust Manager Social Ventures Australia Limited
(ACN 100 487 572) in its capacity as manager of
the Trust.
US Securities Act United States Securities Act of
1933 (as amended).
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM40
APPLICATION FORM
Social Ventures Australia Limited (ACN 100 487 572, AFSL 428865) (Trust Manager) has offered to arrange for the
issue by SVA Nominees Pty Ltd (ACN 616 235 753) (the Issuer) in its capacity as trustee for the Resolve SBB Trust (the
Trust) of limited recourse Resolve Social Benefit Bonds (the Resolve SBBs or Notes), as described in the Information
Memorandum (IM) dated 1 May 2017 prepared by the Issuer. This Application Form is an application for the issue of
the Notes.
This Application Form is supplemental to, and forms part of, the Resolve SBB Purchase Deed dated on or about
1 May 2017 made by the Issuer and the Trust Manager (the Purchase Deed). It must not be distributed unless
included in, or accompanied by, the Purchase Deed and/or the IM.
This Application Form, the Purchase Deed and the IM (including materials incorporated by reference therein)
are important and you should read them in their entirety. In considering whether to apply for the Notes, it
is important that you consider all risks and other information regarding an investment in Notes in light of
your particular investment objectives and circumstances. It is strongly recommended that investors seek
professional guidance which takes into account their particular investment objectives and circumstances
from their own professional advisers.
Instructions on how to complete this Application Form are set out below. Capitalised terms in this Application
Form have the meaning given to them in the Purchase Deed and/or the IM.
Important: The terms of the Notes are more complex than simple debt or ordinary equity instruments.
Total number of Notes to be applied for
Enter the total number of Notes you wish to apply for. The application must be for a minimum of 500 Notes
($50,000). Applications for greater than 500 Notes must be in multiples of 10 Notes ($1,000). The Notes are to
be issued in two equal tranches (as the Tranche 1 Notes and Tranche 2 Notes) to be issued on two different
dates, but your application will relate to the overall number of Notes (under both tranches) you wish to apply
for.
Enter the amount of the Application Payment. To calculate this amount, multiply half of the total number of
Notes applied for (i.e. the total number of Tranche 1 Notes being applied for) by the Price (or Face Value) of
each Note, which is $100. For example, if you apply for the minimum number of Notes (500), your Application
Payment will be $25,000 (being the 500 Notes applied for, divided by 2, multiplied by $100).
Applicant name(s) and details
Enter the full name(s) you wish to appear on the register. This must be either your own name or the name of a
company. Up to two joint Applicants may register. You should refer to the table overleaf for the correct forms
of registrable title(s). Applications using the wrong form of names may be rejected. Enter your email and postal
address for all correspondence. All communications to you from the Registrar will be mailed to the person(s)
and address as shown. For joint Applicants, only one email and/or postal address can be entered.
Enter your contact name and telephone number. This information may be used to communicate other matters
to you subject to the privacy statement set out in Section 10.11 (Privacy Statement) of the IM. This is not
compulsory but will assist us if we need to contact you.
You may choose to enter details of the account into which payments to you in respect of the Notes are to be
made. If this information is not provided under the Application Form, Applicants are encouraged to provide
it to the Issuer as soon as possible thereafter. You may also wish to provide an applicable Australian Business
Number and/or Australian Tax File Number.
Application Payment
Your Application Payment can be made by (1) bank or personal cheque, or (2) by direct debit to the following
account:
Bank: St George
Name: ‘One Registry Services Pty Ltd Applications Account’
BSB: 332 127
Account number: 554 262 774
Application Payments must be made in accordance with the terms specified in Section 11 (Applications) of the
IM. Any application made without the full amount of the Application Payment will not be accepted.
Lodgement of Application Form
Completed Application Forms should be mailed to:
Resolve SBB Trust
PO Box R1479
Royal Exchange NSW 1225
Please direct all enquiries related to your application to sva@oneregistryservices.com.au
or phone (02) 8188 1510.
Step 1
Step 2
Step 3
Step 4
social ventures.com.au 41RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
Completed application forms should be mailed to:
Resolve SBB Trust
PO Box R1479
Royal Exchange NSW 1225
STEP 1
Enter the total number of Notes you wish to apply for
I/we apply for: Price per Note Application Payment
(half the number of Notes applied for multiplied by the Price per Note)
Notes $100

$

.00
Please tick the box below to advise how your payment will be made
Payment by cheque
Electronic Funds Transfer (EFT)
(Please complete your bank account details on the following page and provide a clear reference for EFT funds below.)

Reference No. (if Application Payment made by EFT)
STEP 2 Applicant name(s) and details
Individual / joint applications - refer to naming standards for correct form of registrable title(s)
Title or company name Given name(s) Surname

ABN (if applicable) Tax File Number
Joint applicant 2

ABN (if applicable) Tax File Number
CORRESPONDENCE DETAILS: POSTAL ADDRESS AND EMAIL

Unit Street number Street name or PO Box
Street name or PO Box (continued)

City/Suburb/Town State Postcode
Email
Turn over to complete the application form
APPLICATION FORM
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM42
CONTACT DETAILS
Contact name
(

)


Phone number Mobile number
ACCOUNT DETAILS FOR PAYMENTS
All applicants must complete this section by providing details of an Australian banking institution. The nominated bank account must be in
the name of the applicant.
Bank Name/Institution

BSB Account number

Account Name
Eligible Investor Category
Please mark each that apply to you and attach any required supporting evidence (refer to clause 6.1 (Investor Certification)
and Schedule 2 (Investor Certification) of the Purchase Deed, which is available for download at
socialventures.com.au/work/resolve-sbb).
Application amount exceeds $500,000
For business use in a large business
Wholesale client/not for business use (please provide current qualified accountant’s certificate)
Sophisticated investor (please provide current qualified accountant’s certificates)
Company or trust controlled by a person who is a wholesale client/sophisticated investor
(please provide current qualified accountant’s certificate)
Australian Financial Services Licensee
Has or controls gross assets of at least $10 million (evidence required per Schedule 2 of the Purchase Deed)
Trustee of a large superannuation fund (at least $10 million)
APRA regulated body
Registered financial corporation
Listed entity or related body corporate
Exempt public authority
Body corporate/unincorporated body that carries on a business of investment
Related body corporate of wholesale investor
Additional information (confirming AFS licence no., type of APRA regulated body or category of registered financial corporation,
if applicable for the selection made above) can be specified here:
social ventures.com.au 43RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM
Acceptance of the Offer
By submitting this Application Form with your Application Payment you:
● declare that this application is completed and lodged according to the Purchase Deed and the declarations/statements in the
Purchase Deed;
● confirm that you have read the privacy disclosure as detailed in section 11.11 (Privacy statement) of the Information Memorandum which
contains important privacy-related information, and acknowledge and agree that your personal information may be collected, held, used
and disclosed in accordance with that privacy disclosure;
● represent and warrant that you have read the Purchase Deed and that you acknowledge the matters, make the undertakings, warranties
and representations, and agree to the terms and conditions (including in particular but without limitation, the Tranche 2 Notes
Subscription Undertaking) contained in the Purchase Deed (including in this Application Form);
● declare that all details and statements made are complete and accurate;
● declare that each Applicant, if a natural person, is at least 18 years old;
● declare that you are not in the United States or a U.S. Person (for the purposes of US tax regulation or securities laws), nor acting for the
account or benefit of any such person;
● represent and warrant that the law of any other place does not prohibit you from being given the Information Memorandum and any
supplement or replacement thereof or making an application on this Application Form;
● provide authorisation to be registered as the holder of Notes issued to you and agree to be bound by the Purchase Deed and
the Note Conditions;
● apply for the number of Notes set out or determined in accordance with this Application Form and agree to subscribe for and be issued
such number of Notes, a lesser number or none;
● acknowledge that the information contained in the Information Memorandum (or any supplement or replacement thereof) is not
investment advice or a recommendation that Notes are suitable for you, given your investment objectives, financial situation or particular
needs, and that you have relied on your own independent investigation, enquiries and appraisals;
● acknowledge that your application to acquire Notes is irrevocable and may not be varied or withdrawn except as allowed by law; and
● acknowledge that an application may be rejected without giving any reason, including where this Application Form is not
properly completed.
Name of Applicant 2
DateSignature of Applicant 2
Signature of Applicant 1
Name of Applicant 1
Date
Completed application forms should be mailed to:
Resolve SBB Trust
PO Box R1479
Royal Exchange NSW 1225
RESOLVE SOCIAL BENEFIT BOND INFORMATION MEMORANDUM44
APPLICATION FORM
Correct Forms of Registrable Titles
Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act.
At least one full given name and surname is required for each natural person. The name of the beneficial owner or any other registrable name
may be included by way of an account designation or completed as described in the correct forms of registrable title(s) below.
Type of Investor Correct Form of Registration Incorrect Form of Registration
Individual
– Use given name(s) in full, not initials
Mr John Alfred Smith J.A. Smith
Joint
– Use given name(s) in full, not initials
Mr John Alfred Smith & Mrs Janet
Marie Smith
John Alfred & Janet Marie Smith
Company
– Use company title, not abbreviations
ABC Pty Ltd ABC P/L ABC Co
Trusts
– Use trustee(s) personal name(s)
– Do not use the name of the trust
Ms Penny Smith

Penny Smith Family Trust
Deceased estates
– Use executor(s) personal name(s)
– Do not use the name of the deceased
Mr Michael Smith

Estate of Late John Smith
Minor (a person under the age of 18)
– Use the name of a responsible adult with an
appropriate designation
Mr John Alfred Smith

Peter Smith
Partnerships
– Use partners’ personal name(s)
– Do not use the name of the partnership
Mr John Smith & Mr Michael Smith

John Smith & Son
Clubs/Unincorporated Bodies/Business Names
– Use office bearer(s) personal name(s)
– Do not use the name of the club etc
Mrs Janet Smith

ABC Tennis Association
Superannuation Funds
– Use the name of the trustee of the fund
– Do not use the name of the fund
John Smith Pty Ltd

John Smith Pty Ltd Superannuation
Fund
Issuer
SVA Nominees Pty Ltd ATF Resolve SBB Trust
ABN 65 228 690 068
Level 6, 6 O’Connell St, Sydney NSW 2000
02 8004 6740
Manager
Social Ventures Australia Limited
ABN 94 100 487 572
AFSL 428 865
Level 6, 6 O’Connell St, Sydney NSW 2000
02 8004 6740
resolvesbb@socialventures.com.au
socialventures.com.au
DIRECTORY
Legal Advisers to the Issuer
King & Wood Mallesons
Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
02 9296 2000
Auditors
Ernst & Young
200 George St, Sydney NSW 2000
02 9248 5555

Photographs: Flourish Australia clients and peer workers. Provided by: Flourish Australia.
Social Ventures Australia | Funding • Investment • Advice
Brisbane | Melbourne | Perth | Sydney | ABN 94 100 487 572 | AFSL 428 865
resolvesbb@socialventures.com.au | socialventures.com.au | @Social_Ventures