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CENTURIA CAPITAL GROUP — Capital/Financing Update 2016
Nov 24, 2016
64677_rns_2016-11-24_a9419cc3-01e6-4992-8e66-6619fc9f61e1.pdf
Capital/Financing Update
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Australian Securities Exchange - Company Announcements Platform
Centuria Capital Group
Successful completion of Placement, Conditional Placement and Institutional Entitlement Offer
Sydney, 25 November 2016
Centuria Capital Group (ASX: CNI) is pleased to announce the successful completion of its institutional placement ( Placement ), conditional placement ( Conditional Placement ) and the institutional component ( Institutional Entitlement Offer ) of its fully underwritten 1 for 1 accelerated pro-rata non-renounceable entitlement offer ( Entitlement Offer ) of new fully paid ordinary securities (Securities) as announced to the market on 23 November 2016 ( Offer ).
Proceeds are being used to fund the acquisition announced by Centuria on 23 November 2016, whereby Centuria has agreed to acquire TGP’s property funds management platform under CIML and the majority of TGP’s co-investment holdings in TIX (15.6%) and TOF (19.99%), along with entering into a two year put and call option arrangement over the majority of TGP’s equity interests in four unlisted funds (~$59m).
The acquisition and the issue of Securities under the Offer remain subject to conditions including certain approvals from both TGP securityholders and TOF unitholders. If these conditions are not satisfied, the acquisition will not proceed and no Securities will be issued under the Offer.
In addition, the issue of Securities under the Conditional Placement is subject to approval from CNI securityholders. If this approval is not received, no Securities will be issued under the Conditional Placement.
Placement, Conditional Placement and Institutional Entitlement Offer
The Placement, Conditional Placement and Institutional Entitlement Offer will raise proceeds of approximately A$99.1m at an issue price of A$1.00 per Security, which results in approximately 99.1m new Securities being issued.
The Placement, Conditional Placement and Institutional Entitlement Offer attracted strong demand from both new and existing institutional investors. New Securities issued pursuant to the Placement, Conditional Placement and Institutional Entitlement Offer will rank equally with existing Securities from the date of their issue.
Retail Entitlement Offer
Approximately A$50.9 million is expected to be raised through the retail component of the Entitlement Offer ( Retail Entitlement Offer ). Eligible retail securityholders will be sent details of the entitlement offer shortly. Retail securityholders with questions about the Offer should contact the Centuria Offer Information Line on 1300 648 172 (from within Australia) or +61 3 9415 4140 (from outside Australia) or visit www.centuriacapitaloffer.com.au during the Retail Offer Period.
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Recommencement of trading
CNI’s Securities are expected to resume trading on ASX from market open on 25 November 2016.
Key dates
The key dates for the offer are set out in the following timetable. The key dates are subject to change.
| Indicative Offer Timetable | **Date ** | ||
|---|---|---|---|
| Record date for Retail Entitlement Offer (7:00pm AEST) | Friday, 25 November 2016 | ||
| TGP AGM | Monday, 28 November 2016 | ||
| Retail Entitlement Offer Opens | Wednesday, 30 November 2016 | ||
| TOF EGM to approve the sale of 28.8% stake by TGP Centuria and CMA (Estimated) |
Friday, 23 December 2016 | ||
| Retail Entitlement Offer Closes (5:00pm AEST) | Wednesday, 28 December 2016 | ||
| Record date for 1sthalf interim dividend/distribution to be February 2017 |
Friday, 30 December 2016 | ||
| Centuria EGM to approve Conditional Placement | Tuesday, 3 January 2017 | ||
| Settlement of the Entitlement Offer, Placement & Conditional Placement (assuming transaction is approved) |
Thursday, 5 January 2017 | ||
| Allotment under the Entitlement Offer, Placement & Conditional Placement (assuming transaction is approved) |
Friday, 6 January 2017 | ||
| ASX quotation and dispatch of holding statements | Monday, 9 January 2017 |
- Ends -
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For more information or to arrange an interview, please contact:
John McBain CEO Centuria Capital Limited Phone: 02 8923 8910 Email: [email protected]
Shalome Ruiter Investor Relations Manager Centuria Property Funds Limited Phone: 02 8923 8962 Email: [email protected]
Media enquiries Carden Calder BlueChip Communication Phone: 02 9018 8601 Email: [email protected]
Katy Lithgow BlueChip Communication Phone: 02 9018 8603 Email: [email protected]
About
Us
Centuria Capital “CNI” is an ASX-listed specialist investment manager with $2.2 billion in funds under management. We offer a range of investment opportunities including listed and unlisted property funds as well as tax-effective investment bonds. Our drive, allied with our indepth knowledge of these sectors and intimate understanding of our clients, allows us to transform opportunities into rewarding investments.
Any forward looking statements included in this announcement involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to, CNI and its directors. In particular, they speak only as of the date of this announcement, they assume the success of CNI’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties, risks and other factors. Actual future events may vary materially from forward looking statements and assumptions on which those statements are based. Other than as required by law, although they believe there is a reasonable basis for the forward looking statements, neither CNI nor its directors, officers, employees or any related body corporate, gives any representation, assurance or guarantee (express or implied) as to the accuracy or completeness of any forward looking statement or that the occurrence of any event, result, performance or achievement will actually occur. Recipients are cautioned not to place undue reliance on such forward looking statements.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Important Notices
This announcement does not constitute or form part of an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of any stapled securities in Centuria Capital Group. In particular, this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Neither the entitlements nor the Securities that will be offered and sold in the Offer have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), or the securities laws of any state or other jurisdiction of the United States. Accordingly, entitlements may not be issued to or exercised by, and the Securities may not be offered or sold to persons in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable U.S. state securities law. The entitlements and the Securities to be offered and sold in the Entitlement Offer may only be offered and sold to persons that are not in the United States and are not acting for the account or benefit of persons in the United States, in each case, in “offshore transactions” (as defined in Rule 902(h) of the Securities Act) in reliance on Regulation S under the Securities Act.