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CENTURIA CAPITAL GROUP Capital/Financing Update 2018

Oct 9, 2018

64677_rns_2018-10-09_675a281f-2e4b-461d-81bc-f1baa8fa4c77.pdf

Capital/Financing Update

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information 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

Centuria Capital Group ( CNI ), consisting of Centuria Capital Limited ABN 22 095 454 336 ( Company ) and Centuria Funds Management Limited ACN 607 153 588) ( Responsible Entity ) as responsible entity of the Centuria Capital Fund (ARSN 613 856 358 ( Trust )

ABN Company - ABN 22 095 454 336 Responsible Entity – ACN 607 153 588 Trust - ARSN 613 856 358

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to be
issued (if known) or maximum
number which may be issued
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)
Fully paid stapled securities in CNI, comprising one
unit in the Trust and one share in the Company
(Stapled Securities)
1,629,244 fully paid ordinary Stapled Securities
As per other issued fully paid ordinary Stapled
Securities

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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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
6a
Is the entity an+eligible entity 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
6b
The date the security holder
resolution under rule 7.1A was passed
6c
Number of+securities issued without
security holder approval under rule 7.1
6d
Number of+securities issued with
security holder approval under rule
7.1A
Yes. The new Stapled Securities will rank equally
with the existing Stapled Securities on issue
The fully paid ordinary Stapled Securities were
issued in respect of the vesting of Tranche 3
performance rights granted under the Company's
Executive Incentive Plan
To fulfil the terms of the Executive Incentive Plan
No
N/A
N/A
N/A
  • See chapter 19 for defined terms.

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6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security holder
approval (specify date of meeting)
6f
Number of+securities issued under an
exception in rule 7.2
6g
If+securities issued under rule 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 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 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.
8
Number and+class of all+securities
quoted on ASX (_including_the
+securities in section 2 if applicable)
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)
N/A N/A
N/A

N/A
N/A
N/A
10 October 2018
Number ~~+~~Class
306,422,418 Fully paid ordinary
Stapled Securities
Number ~~+~~Class
- 1,585,254 Tranche4
Performance
Rights
(250,139 Performance
Rights lapsed);
- 1,972,571 Tranche 5
Performance
Rights
(141,209 Performance
Rights lapsed)
- 20,098,470 options
over unissued Stapled
Securities
Performance Rights
issued pursuant to CNI's
Executive Incentive Plan.
Options
Same distribution entitlements as existing Stapled
Securities.

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Part 2 - Pro rata issue

art 2 - Pro rata issue
11
Is security holder approval required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will be
offered
14
+Class of+securities to which the offer
relates
15
+Record date to determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
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.
19
Closing date for receipt of acceptances
or renunciations
20
Names of any underwriters
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
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

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26
Date entitlement and acceptance form
and offer documents will be sent to
persons entitled
27
If the entity has issued options, 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
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements_in full_through a broker?
31
How do security holders sell_part_of
their entitlements through a broker
and accept for the balance?
32
How do security holders dispose of
their entitlements (except by sale
through a broker)?
33
+Issue date
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Part 3 - Quotation of securities

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

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

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  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

Entities that have ticked box 34(b)

  • 38 Number of[+] securities for which Not applicable +quotation is sought

  • 39 +Class of +securities for which quotation is sought

  • 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

  • See chapter 19 for defined terms.

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Quotation agreement

  • 1 +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 noone 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.

==> picture [101 x 47] intentionally omitted <==

Sign here: ............................................................ Company secretary

Date: 10 October 2018

Print name: Anna Kovarik

== == == == ==

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