ABACUS GROUP ule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities and agreementInformation or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,
04/03/13
Name of entity
Abacus Property Group, consisting of Abacus Group Holdings Limited,
Abacus Group Projects Limited, Abacus Storage Operations Limited, Abacus Funds Management Limited as responsible entity of the Abacus Income Trust and the Abacus Trust, and Abacus Storage Funds Management Limited as responsible entity of the Abacus Storage Property Trust (together ABP)
ABN
Abacus Group Holdings Limited ‐ 31 080 604 619
Abacus Group Projects Limited ‐ 11 104 066 104
Abacus Storage Operations Limited - 37 112 457 075
Abacus Funds Management Limited ‐ 66 007 415 590
‐ Abacus Trust ‐ 27 921 263 285
‐ Abacus Income Trust ‐ 56 105 262 573
Abacus Storage Funds Management Limited ‐ 41 109 324 834
‐ Abacus Storage Property Trust - 99 834 531 714
We (the entity) give ASX the following information.
Part 1 - All issuesYou must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be issued
Stapled securities comprising one fully paid ordinary share in Abacus Group Holdings Limited, one fully paid ordinary share in Abacus Group Projects Limited, one fully paid ordinary share in Abacus Storage Operations Limited, one fully paid ordinary unit in Abacus Income Trust, one fully paid ordinary unit in Abacus Trust and one fully paid ordinary unit in Abacus Storage Property Trust
2 Number of +securities issued or to be issued (if known) or maximum number which may be issued
34,765,748 fully paid stapled securities issued under the institutional entitlement offer and early retail entitlement offer acceptances, as announced on 16 March 2015.
3 Principal terms of the
+securities (e.g. if options, exercise price and expiry date; if
partly paid +securities, the amount outstanding and due dates for payment; if
+convertible securities, the conversion price and dates for
conversion)
The same as existing quoted stapled securities
4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
the date from which they do
the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than
in relation to the next dividend, distribution or interest payment
Yes
5 Issue price or consideration $2.82 per stapled security
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly identify those assets)
Proceeds of the offer will be immediately applied to reduce debt following the settlement of Oasis Shopping Centre. The raising will provide growth capital for accretive acquisitions of core plus property, capital commitments to existing and new development projects and third party capital initiatives.
6a Is the entity an +eligible entity No that has obtained security holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i
+ See chapter 19 for defined terms.
Appendix 3B Page 2 04/03/2013
6b The date the security holder NA resolution under rule 7.1A was passed
6c Number of +securities issued NA
without security holder approval
under rule 7.1
6d Number of +securities issued NA
with security holder approval
under rule 7.1A
6e Number of +securities issued NA
with security holder approval
under rule 7.3, or another specific security holder approval (specify date of meeting)
6f Number of +securities issued NA
under an exception in rule 7.2
6g If +securities issued under rule NA
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values. Include the source of the VWAP
calculation.
6h If +securities were issued under NA rule 7.1A for non‐cash consideration, state date on
which valuation of consideration was released to ASX Market Announcements
6i Calculate the entity's remaining NA
issue capacity under rule 7.1 and
rule 7.1A - complete Annexure 1
and release to ASX Market
Announcements
7 +Issue dates
Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
The issue date for the institutional entitlement offer and for early retail entitlement offer acceptances is 27 March
2015.
Number +Class
8 Number and +class of all
+securities quoted on ASX (including the +securities in section 2 if applicable)
549,792,532 Stapled securities
9 Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
New stapled securities will rank equally with and have the same distribution entitlements as existing stapled securities.
Part 2 - Pro rata issue
11 Is security holder approval No
required?
12 Is the issue renounceable or non‐
renounceable?
Non‐renounceable
13 Ratio in which the +securities will be offered
1 new stapled security for every 12 existing stapled securities held at the record date for the offer
14 +Class of +securities to which the offer relates
Stapled securities
15 +Record date to determine entitlements
19 March 2015
16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements?
17 Policy for deciding entitlements in relation to fractions
Fractional entitlements will be rounded up to the next whole number of stapled securities
+ See chapter 19 for defined terms.
Appendix 3B Page 4 04/03/2013
18 Names of countries in which the entity has security holders who will not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
For the institutional entitlement offer, all jurisdictions other than Australia, New Zealand, Hong Kong and Singapore and any other jurisdictions agreed by ABP and the underwriters.
For the retail entitlement offer, all jurisdictions other than Australia and New Zealand.
19 Closing date for receipt of acceptances or renunciations
For the institutional entitlement offer,
12.00pm (AEDT) on 17 March 2015.
For the retail entitlement offer, 5.00pm
(AEDT) on 2 April 2015.
20 Names of any underwriters J.P. Morgan Australia Limited
Shaw ICS Advisory Pty Limited
21 Amount of any underwriting fee or commission
22 Names of any brokers to the issue
23 Fee or commission payable to the broker to the issue
24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
25 If the issue is contingent on security holders' approval, the date of the meeting
1.0% of the proceeds of the institutional entitlement offer (split 0.2% offer management and 0.8% underwriting)
NA
26 Date entitlement and acceptance form and offer documents will be sent to persons entitled
No prospectus or product disclosure statement is being prepared. A Retail Entitlement Offer Booklet and Entitlement and Acceptance Form was sent to retail securityholders on or around 24 March
2015.
27 If the entity has issued options, NA and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28 Date rights trading will begin (if NA
applicable)
29 Date rights trading will end (if NA
applicable)
30 How do security holders sell NA
their entitlements in full through
a broker?
31 How do security holders sell part NA of their entitlements through a broker and accept for the balance?
32 How do security holders dispose NA
of their entitlements (except by
sale through a broker)?
33 +Issue date The issue date for the institutional entitlement offer is 27 March 2015.
You need only complete this section if you are applying for quotation of securities
34 Type of +securities
(tick one)
(a) √ +Securities described in Part 1
(b) All other +securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,
employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a) Additional securities forming a new class of securities+ See chapter 19 for defined terms.
Appendix 3B Page 6 04/03/2013
Tick to indicate you are providing the information or documents
35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
37 A copy of any trust deed for the additional +securities
38 Number of +securities for which NA
+quotation is sought
39 +Class of +securities for which NA
quotation is sought
40 Do the +securities rank equally in NA
all respects from the +issue date
with an existing +class of quoted
+securities?
If the additional +securities do not rank equally, please state:
the date from which they do
the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or interest payment
the extent to which they do not rank equally, other than in
relation to the next dividend, distribution or interest payment
41 Reason for request for quotation NA
now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
42 Number and +class of all
+securities quoted on ASX (including the +securities in clause
38)
+ See chapter 19 for defined terms.
Appendix 3B Page 8 04/03/2013
Quotation agreement1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX
may quote the +securities on any conditions it decides.
2 We warrant the following to ASX.
The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
There is no reason why those +securities should not be granted
+quotation.
An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 27 March 2015 (Company secretary)
Print name: Ellis Varejes
== == == == ==
+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 9
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