ABACUS GROUP ASX ANNOUNCEMENT
Unmarketable Parcel Sales Facility
Abacus Property Group advises it is conducting an unmarketable parcel sales facility and provides communications distributed to eligible securityholders today.
Ellis Varejes
Company Secretary
Neil Summerfield
Head of Investor Relations
3 June 2015
3 June 2015
Dear Securityholder
SALE FACILITY FOR UNMARKETABLE PARCELS
As you know, small holdings of stapled securities in Abacus Property Group ("Abacus") result in increased administrative and registry costs for the group. It can also be unduly costly for holders of small parcels to exit their investment.
To address this, Abacus intends to conduct an Unmarketable Parcels Sale Facility for securityholders who hold Abacus securities worth $500 or less (an "unmarketable parcel").
Our records indicate you hold an unmarketable parcel of Abacus securities as at 29 May 2015 (i.e. 171 Abacus securities or less). Therefore, your holding will be sold under the Unmarketable Parcels Sale Facility unless you return to us the enclosed Retention Form by 15
August 2015 indicating that you wish to retain your Abacus securities.
What do I need to do?
The following options are available to you:
Dispose of your
stapled securities via
UNMARKETABLE PARCELS SALE
FACILITY
To dispose of your Abacus securities via the Unmarketable Parcels Sale Facility, do nothing. Your Abacus securities will be sold as soon as practicable after close of the opt out period for the Unmarketable Parcels Sale Facility on 18 August 2015.
Retain your stapled securities
If you wish to retain your unmarketable parcel of Abacus securities, you must complete the enclosed Retention Form and return it to the Abacus registry by 15 August
2015. Subject to the terms below, your unmarketable parcel will be sold if you do not return the Retention Form by this time.
Sale Process and Terms
Abacus will bear brokerage and handling costs for sales under the Unmarketable Parcels Sale
Facility.
Abacus has arranged for Shaw Stockbroking Limited ("Shaw" or "broker") to act as broker to effect these sales.
The price that will be paid for Abacus securities sold through the Unmarketable Parcels Sale Facility will be the volume weighted average price received by the broker for all securities sold through the facility. That price will be calculated by the broker.
The market price of Abacus securities is subject to change from time to time, and the proceeds remitted to a securityholder may be more or less than the actual price received by the broker.
If your Abacus securities are sold under the Unmarketable Parcels Sale Facility, we will hold the sale proceeds in a separate bank account and seek your payment instructions.
Change in the value of your holding
If the value of your Abacus securities increases (including so that your holding becomes a
'marketable parcel' of A$500 or more) Abacus may still sell your stapled securities as notified in this letter. However, Abacus reserves the right to determine that holdings of stapled securities that increase above a certain level will no longer be eligible to be sold under the Unmarketable Parcels Sale Facility.
Authority to implement the Unmarketable Parcels Sale Facility
Schedule 1 of the Abacus constitutions allows Abacus to notify securityholders who hold less than A$500 worth of Abacus securities that it intends to sell their securities.
Abacus must give holders of unmarketable parcels a first notice of its intention to divest
those securities at least 45 days before the securities are eligible for disposal. Securityholders who wish to retain their Abacus securities can give notice within this time opting out of the sale process by returning the enclosed Retention Form.
After this time, a second notice will be given to holders of unmarketable parcels that have not yet opted out of the process, allowing a further 25 days for these securityholders to opt out. Abacus will also give notice in a newspaper circulating generally in the area of each of these securityholders.
If your stapled securities are in a CHESS holding and remain in a CHESS holding on 15 August
2015, and are to be sold under the Unmarketable Parcels Sale Facility, you should note that Abacus may, without further notice to you, sell your Abacus securities while they remain in your CHESS holding, and may initiate a holding adjustment to move those stapled securities to an issuer sponsored holding or a certificated holding for the purposes of that sale.
Important Notes
Please read the attached terms and conditions for the Unmarketable Parcels Sale Facility carefully as they contain important information.
Neither Abacus, Boardroom Pty Limited nor Shaw Stockbroking Limited makes any recommendation or gives any advice to you regarding whether to permit your Abacus securities to be sold under the Unmarketable Parcels Sale Facility or retain them. If you are in any doubt about your options, please consult your financial adviser. Up-to-date information
2
on the market price of Abacus securities is available from the ASX website (www.asx.com.au) under the code "ABP". A copy of the Financial Services Guide provided by the broker in relation to the Unmarketable Parcels Sale Facility is available from Abacus' website (www.abacusproperty.com.au).
If you have any questions regarding how the Unmarketable Parcels Sale Facility works, or you have a number of holdings that you wish to consolidate, please contact the registry, Boardroom Pty Ltd, on 1300 139 440.
Yours faithfully
Abacus Property Group
Ellis Varejes
Company Secretary
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TERMS & CONDITIONS
Unmarketable Parcels Sale Facility
1. Terms of Participation
1.1 Abacus Group Holdings Limited (ACN 080 604 619), Abacus Group Projects
Limited (ACN 104 066 104), Abacus Storage Operations Limited (ACN 112 457
075), Abacus Funds Management Limited (ACN 007 415 590) as the responsible entity of Abacus Income Trust (ARSN 104 934 287) and Abacus
Trust (ARSN 096 572 128) and Abacus Storage Funds Management Limited
(ACN 109 324 834) as the responsible entity of Abacus Storage Property Trust (ARSN 111 629 559) (together 'Abacus') are offering an Unmarketable Parcels Sale Facility ('the Facility') as described in these terms and conditions.
1.2 In these terms, reference to an 'Abacus Security' is reference to a stapled security comprising one ordinary share in Abacus Group Projects Limited, one ordinary share in Abacus Group Holdings Limited, one ordinary share in Abacus Storage Operations Limited, one unit in Abacus Income Trust, one unit in Abacus Trust and one unit in Abacus Storage Property Trust.
1.3 All holders in Australia and New Zealand of Abacus Securities as at 7:00pm on 29 May 2015 ('Record Date'), whose holdings are valued at less than A$500, are 'Eligible Securityholders' for the purposes of the Facility.
1.4 These terms and conditions, together with the attached letter to Abacus securityholders and Retention Form and the subsequent 'Second Notice letter' and newspaper notice to be provided to Eligible Securityholders at least 25 days prior to the Closing Date (as further described below) (together the 'Facility Documents') constitute the notices to be given under the Constitutions for the Abacus entities in relation to the Facility.
2. Notice Period
2.1 Eligible securityholders wishing to retain their Abacus Securities must notify Abacus by returning the enclosed Retention Form in accordance with the prescribed instructions by no later than 5:00pm on 15 August 2015 ('Closing Date'). The period between the date of the letter which these terms and conditions accompany and the Closing Date is referred to in this document as the 'Notice Period'.
2.2 A further Second Notice will be sent to Eligible Securityholders during the Notice Period (25 days before the Closing Date) to remind securityholders of the intention to dispose their Abacus Securities and their right to retain those securities by returning the enclosed Retention Form (if they have not already done so). At this time, the intention to dispose of Abacus Securities will also be notified in a newspaper circulating generally in the areas of residence of Eligible Securityholders who have not provided a Retention Notice.
2.3 A Retention Form may only be given for all of your holding of Abacus
Securities.
3. Selling your Abacus Securities through the Facility
3.1 Eligible Securityholders who wish to have their Abacus Securities sold under the Facility are not required to take any further action. If a Retention Form is not returned by the Closing Date then Abacus will be entitled to sell or arrange for the sale of their Abacus Securities.
4. Retaining your Abacus Securities
4.1 Eligible Securityholders who wish to retain their Abacus Securities must complete and return the enclosed Retention Form in accordance with the instructions on that form no later than the Closing Date.
5. Consequence of changes in the value of your Abacus Securities
5.1 If at any time during the Notice Period the value of an Eligible securityholder's holding of Abacus Securities increases to more than A$500 then Abacus will, unless otherwise notified, proceed with the sale of their securities unless a Retention Form is returned in accordance with paragraph 4.
6. Responsibility for costs and taxes
6.1 Abacus will pay any brokerage or handling fees for the sale of any Abacus Securities under the Facility and Eligible Securityholders will not be required to meet these costs.
6.2 Each Eligible Securityholder will be responsible for paying any taxes or other charges on the sale of their respective Abacus Securities (including, without limitation, any income or capital gains tax which may arise as a result of or in connection with the transaction).
7. Sale of Abacus Securities
7.1 Eligible securities which are to be sold under the Facility will be sold on- market on the Australian Securities Exchange ('ASX') by Abacus' agent, Shaw Securities Limited ('the Broker').
7.2 Sale of Abacus Securities under the Facility will be made by the Broker on the Australian Stock Exchange in the ordinary course of business (including, in the Broker's sole discretion, by crossings other than special crossings). The Broker may sell the Abacus Securities at any time after the Closing Date. The Broker may, in its sole discretion, delay the sale of some or all of the Abacus Securities available to be purchased on a trading day, if it considers market conditions to be unsuitable or to avoid an excessive concentration of sales on a particular trading day.
7.3 Boardroom Pty Limited ('the Registry') will process Retention Forms received by it as soon as practicable after receipt. The Broker may sell in batches the Abacus Securities of multiple securityholders. Abacus Securities
sold by the Broker as part of a batch may be sold in one or more trades and on one or more trading days as determined by the Broker in its sole discretion.
7.4 The price that will be paid to an Eligible Securityholder for each security sold under the facility will be the volume weighted average price ('VWAP') received
by the Broker for the sale of all Abacus Securities sold by the Broker through the
Facility. That price will be calculated by the Broker and may not be challenged in the absence of manifest error.
7.5 The price calculated in accordance with paragraph 7.4 may be different to the price for Abacus Securities appearing in the newspaper or quoted by the Australian Stock Exchange on the Closing Date or on any other day, and may not be the best execution price on the trading day or trading days that the Eligible Securityholder's securities are sold. The market price of Abacus Securities is subject to change from time to time, and the proceeds remitted to an Eligible Securityholder from the sale of their Abacus Securities under the Facility may be more or less than the actual price that is received by the Broker for those securities. None of Abacus, the Registry, the Broker nor any other person will on any account be liable, and an Eligible Securityholder may not bring any claim or action against the aforementioned, for not having sold securities at any specific price or on any specific date. After the securities have been sold Abacus will make an announcement to the ASX indicating the date(s) that the securities were sold and the VWAP obtained.
7.6 Sale proceeds will be held on trust for each Eligible Securityholder and following receipt of those proceeds Abacus will notify the Eligible Securityholder in writing that the proceeds have been received and request instructions as to how they are to be dealt with.
8. Revocation of Retention Form
8.1 If an Eligible Securityholder has returned a Retention Form in accordance with paragraph 4, that notice may be revoked by sending written notice which:
(a) includes your name, address and securityholder reference number (SRN) or holder identification number (HIN);
(b) states that you would like to revoke or withdraw your Retention Form; and
(c) is signed by all holders in respect of the relevant Abacus Securities.
8.2 A notice under paragraph 8.1 must be sent to the Registry and received by the Closing Date in order to be effective.
9. Withdrawal of the Facility
9.1 In accordance with the Constitutions of the Abacus entities, Abacus' authority to sell Eligible Securities will lapse if a takeover of Abacus is announced.
9.2 Abacus reserves the right to withdraw the Facility by written notice to Eligible
Securityholders.
10. Governing Law
The Facility and the documents constituting the Notice required under the Constitutions of the Abacus entities are governed by the laws of New South Wales.
11. Warranties and Acknowledgements
11.1 By failing to opt-out of the Facility by returning the Retention Form, an
Eligible Securityholder:
(a) acknowledges that the Eligible Securityholder has read, and agrees to, the terms and conditions of this document and other Facility Documents;
(b) has read the privacy statement outlined in the Retention Form and agrees that personal information collected in connection with the Facility may be maintained or disclosed in accordance with that statement;
(c) appoints Abacus and each of its directors for the time being jointly and severally as its attorney in its name and on its behalf to execute any instrument or transfer or disposal of the Eligible Securities;
(d) appoints Abacus as its agent and acknowledges that Abacus may appoint agents and delegates to perform any of its obligations, or exercise any of its powers or discretions, in relation to the Facility; and
(e) agrees that after the transferee's name has been entered on the register in accordance with the Facility, the validity of the divesture to the transferee may not be impeached by any person, and none of Abacus, the Broker, the Registry and any other party involved in the Facility has any liability to Eligible Securityholders other than for payment of the sale proceeds determined and payable in accordance with these terms and conditions.
11.2 The terms and conditions of the Facility may be changed by Abacus by giving notice to the ASX and on the Abacus website at www.abacusproperty.com.au, but no such change will apply to any completed sale of Abacus Securities through the Facility. Each Eligible Securityholder is bound by any such change whether or not they receive notice of the change.
All correspondence to Boardroom Pty Limited GPO Box 3993
Sydney NSW 2001
Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) Fax: + 61 2 9279 0664
www.boardroomlimited.com.auenquiries@boardroomlimited.com.au
Sub register «Subregister»
SRN/HIN. «SRReference»
*«SRRefere
Securities Retention FormIMPORTANT: This is an important document and requires your immediate attention. Abacus Property Group (Company) is implementing a sale facility for holders of parcels of the Company's stapled securities valued at less than $500 (Sale Facility). Further details regarding the Sale Facility are set out in the letter to you from the Company dated 3 June 2015, which accompanies this form. If you do not want the parcel of stapled securities in the Company referred to below to be sold under the Sale Facility, you must complete this form and return it so that it is received by the Company's securities registry no later than
5.00pm (AEST) on 15 August 2015. If you are in any doubt as to how to deal with this form, you should consult your professional adviser.
A Number of stapled securities held as at Record DateThe number of stapled securities that you held at 7pm Sydney time on Friday, 29 May 2015
«Units»
B Retention of stapled securitiesI/We refer to the letter from the company dated 3 June 2015 and hereby give notice that we would like to retain my/our securities.
C Contact details (Enter your contact details below)CONTACT NAME TELEPHONE WORK
TELEPHONE HOME
EMAIL ADDRESS
( ) ( )
D Securityholder SignatureBy signing and returning this form, I/we confirm that I/we understand that my/our stapled securities will NOT BE SOLD under the
Sale Facility.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Day Month Year
2015
This form must be received by no later than 5.00pm Sydney time on 15 AUGUST 2015LODGEMENT INSTRUCTIONS ARE ON THE REVERSE OF THIS FORM
Additional information
How to complete this formA. This is the number of stapled securities that you held at 7pm Sydney time on 29 May 2015.
B. If you would like to retain your securities, please mark the box on the front of this form and return it to the
Company's securities registry in accordance with the lodgement instructions below. If this form is not received by
5.00pm Sydney time on 15 August 2015, and you have not otherwise validly notified the Company that you wish to retain your securities, the Company will be entitled to sell your securities on your behalf. IF YOU WOULD LIKE THE COMPANY TO SELL YOUR SECURITIES, YOU SHOULD NOT COMPLETE THIS FORM.
C. Enter your contact details so we may contact you regarding your form.
D. The form must be signed. In the spaces provided you must sign this form as follows:
Individual: Where the holding is in only one name, this form is to be signed by the securityholder.
Joint Holding: Where the holding is in more than one name, all the securityholders must sign.
Power of Attorney: To sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.
Lodgement of this FormIf you wish to retain your stapled securities, this form must be completed and returned to the securities registry by no later than 5.00pm Sydney time on 15 August 2015. If you are returning your form by post, please allow sufficient time for collection and delivery by postal services. The postal rule does not apply, which means that to be valid your completed form must be received by no later than 5.00pm Sydney time on 15 August 2015.
Mailing address: Delivery address:
Abacus Property Group Abacus Property Group
C/- Boardroom Pty Limited C/- Boardroom Pty Limited
GPO Box 3993 Level 12
SYDNEY NSW 2001 225 George Street
SYDNEY NSW 2000
Consolidation of securityholdingsIf you have more than one holding on the Abacus Property Group register, you should consider consolidating them. For further information regarding this, please contact Boardroom Pty Limited on 1300 737 760 (within Australia) or +61 2 9290
9600 (outside Australia).
Changes of Address Supported by your Signature(s)If your address is not exactly as shown, please provide details below. This is only relevant for Issuer Sponsored registered holdings. CHESS holders must notify your sponsoring broker for amendments to holdings on the CHESS Sub register.
CHANGE OF ADDRESS DETAILS - ISSUER SPONSORED ONLY
SIGN HERE FOR ADDRESS AMENDMENTS:
Securityholder 1 (Individual) /
Sole Director & Sole Company
Secretary
Joint Securityholder 2 (Individual) / Director
Joint Securityholder 3 (Individual) /
Director/Company Secretary
(Delete one)
Privacy StatementBoardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form. Our privacy policy is available on our website (http://www.boardroomlimited.com.au/Privacy.html).
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