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CENTURIA CAPITAL GROUP — Capital/Financing Update 2021
Dec 6, 2021
64677_rns_2021-12-06_916485c2-47a6-4ca9-8fd4-a8785c8cab09.pdf
Capital/Financing Update
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Centuria Capital Group (CNI)
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Distribution Reinvestment Plan
SYDNEY (Tuesday, 7 December 2021) – Centuria Capital Group (ASX: CNI or “Centuria”) has introduced a distribution reinvestment plan (DRP) effective from Tuesday, 7 December 2021.
John McBain, Joint CEO, said, “The activation of a DRP expands CNI’s capital management initiatives and supports our focus towards recycling and deploying capital into growth opportunities for our securityholders.”
For further information, please telephone the Centuria Capital Group Registrar, Boardroom Pty Limited Investor Services on 1800 182 257 (local call cost within Australia) or +61 (2) 9290 9689 (outside Australia).
Important features of the DRP are as follows;
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Participation is voluntary and if you do participate you may elect to do so with any amount of your holding
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Under the DRP, securities will be issued for you at a 1.5% discount to a market price calculated under the DRP rules
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The DRP issue price will be calculated on the 10 day value weighted average price (VWAP) of all securities sold in the ordinary course of trading on the ASX automated trading system starting on the third business day after the record date
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There are no fees or brokerage for securities issued under the DRP rules
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You may join, withdraw, or vary your participation in the DRP at any time
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Securities acquired under the DRP will rank equally with existing securities on issue
Attached is a copy of the DRP Rules, with copies also available at www.CenturiaInvestor.com.
– Ends –
| For more information or to arrange an interview, please contact: | For more information or to arrange an interview, please contact: | |
|---|---|---|
| John McBain | Tim Mitchell | Alexandra Koolman |
| Joint CEO | Group Head of Investor Relations | Group Communications Manager |
| Centuria Capital Limited | Centuria Capital Limited | Centuria Capital Limited |
| Phone: 02 8923 8923 | Phone: 02 8923 8923 | Phone: 02 8923 8923 |
| Email:[email protected] | Email:[email protected] | Email:[email protected] |
Announcement authorised by Anna Kovarik, Company Secretary .
About Centuria Capital Group
Centuria Capital Group (CNI) is a leading real estate funds manager with a unique Australasian focus and more than $18billion of assets under management. We offer a range of investment opportunities including listed and unlisted real estate funds as well as tax-effective investment bonds. Our drive, allied with our in-depth knowledge of these sectors and intimate understanding of our clients, allows us to transform opportunities into meaningful investments.
www.centuria.com.au
Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358
Level 41, Chifley Tower T: 02 8923 8923 E: [email protected] 2 Chifley Square, Sydney NSW 2000 F: 02 9460 2960 www.centuria.com.au
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Distribution Reinvestment Plan (DRP)
Centuria Capital Group
Issued by:
Centuria Capital Limited ACN 095 454 336 Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund ARSN 613 856 358
December 2021
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Important Notices
This booklet has been prepared and issued by Centuria Capital Limited ACN 095 454 336 ( Company ) and Centuria Funds Management Limited ACN 607 153 588 ( Responsible Entity ) in its capacity as responsible entity of Centuria Capital Fund ARSN 613 856 358 ( Fund ).
The shares in the Company and the units in the Fund are stapled and trade together as a single stapled security ( Stapled Security ).
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Contents
| Contents | |
|---|---|
| Features of the DRP | 2 |
| Frequently Asked Questions | 3 |
| Rules of the DRP | 5 |
| Glossary | 9 |
| Corporate Directory | 10 |
Neither the Company nor the Responsible Entity nor any of their related bodies corporate (as defined in the Corporations Act) guarantees or in any way stands behind the performance of the Fund or the Company (together the Stapled Entity ) or the repayment of capital by the Stapled Entity. Except for statutory liability which may not be excluded, no person accepts responsibility for any loss or amage howsoever occurring resulting from the use of or reliance on this booklet by any person. Past performance is not indicative of future performance.
The information contained in this booklet is intended to provide general advice only and does not take into account our individual objectives, financial situation or needs. You should assess whether the investment offered under this booklet is appropriate for you and consider talking to a financial adviser or consultant before making an investment decision.
If you have any questions regarding the distribution reinvestment plan ( DRP or Plan ) after reading this booklet, please contact the Stapled Entity's Registry on 1800 182 257.
Defined words and expressions used in this booklet are capitalised. Please see the Glossary for their meanings.
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Features of the DRP
It is important that you read this booklet carefully before you make a decision regarding the DRP.
Key features of the DRP include:
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Participation in the DRP is voluntary.
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If you elect to participate,distributions payable to you will be automatically reinvested in Stapled Securities.
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You can have all or part of your Stapled Securities participating in the DRP.
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There are no fees, brokerage or other transaction costs for Stapled Securities issued under the DRP.
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Stapled Securities acquired under the DRP will rank equally with existing Stapled Securities on issue.
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Stapled Securities issued under the DRP may be issued at a Discount.
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You can join, withdraw or vary your participationin the DRP at any time by completing a DRP Election Form.
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DRP statements outlining the Distribution calculation and details of your participation will be mailed to you after each Distribution Payment Date.
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Frequently Asked Questions
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What is the DRP?
The DRP allows Securityholders automatically reinvest all or part of their Distributions in the Stapled Entity and receive additional Stapled Securities without incurring fees, brokerage or other transaction costs.
Who can participate in the DRP?
Each Securityholder whose registered address is in Australia or New Zealand is eligible to participate in the DRP.
Is participation optional?
Yes. If you do not elect to participate in the DRP, you will continue to receive Distributions in cash.
How do I participate in the DRP?
If you wish to participate in the DRP, you must complete and sign a DRP Election Form and send it to the Registry, whose contact details are provided on page 10 of this booklet.
Do all of my Stapled Securities have to participate in the DRP?
No. You can choose to have less than your full Securityholding participate in the DRP by selecting “partial participation” on the DRP Election Form and specifying the number of Stapled Securities that you wish to participate in the DRP.
If you choose partial participation, your Distribution entitlement for Stapled Securities that are not participating in the DRP will be paid to you in cash by direct credit (unless you are a Securityholder with a registered address outside Australia, in which case payment will be by direct credit or cheque).
You should note that if you choose partial participation in the DRP, any Stapled Securities issued or transferred under the DRP will be added to the number of Participating Securities for the purposes of the next Distribution. You can change your distribution election for the DRP by logging into www.CenturiaInvestor.com or filling out an on-line form (link: Dividend-or-Distribution-ReinvestmentPlan-DRP-Application-Notice-of-Variation.pdf (centuria.com.au)).
When will my participation in the DRP begin?
Your participation in the DRP will begin on the first Record Date after your completed and signed DRP Election Form is received by the Registry.
The DRP Election Form must be received by the Registry no later than one Business Day after the Record Date (or such other date as determined by the Board) to be effective for the relevant Distribution Period.
Participation in the DRP will continue whilst the DRP is offered and until you terminate or vary your participation in writing by completing a new DRP Election Form.
What if I have more than one Securityholding?
A separate DRP Election Form must be lodged for each holding of Stapled Securities and you must clearly identify the Securityholding on the DRP Election Form.
If, at any time, you choose to combine any or all of your Securityholdings, you should contact the Registry to make sure that the appropriate DRP election continues to be applied.
Is there a minimum or maximum level of
participation?
The Board may specify a minimum or maximum level of Stapled Securities that may participate in the DRP.
At the date of this booklet, there is no minimum or a maximum number of Stapled Securities for participation in the DRP. If the Board sets a minimum or maximum level of participation at a later date, we will notify you of this change to the DRP via an announcement to the ASX.
How much does it cost to participate in the DRP?
To the extent permitted by law, the Stapled Entity will pay any brokerage, commission or other transaction costs for Stapled Securities that you acquire under the DRP.
Under existing Australian law, no stamp or other duties are payable in connection with the DRP.
Does the DRP apply in respect of every Distribution?
No. In addition to varying, suspending, recommencing or terminating the DRP, the Board may at any time determine that the DRP will not apply to a particular Distribution by making an announcement to the market to that effect. The Stapled Entity will announce to the market whether the DRP applies in respect of a particular Distribution at the same time that the Distribution is announced.
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Can I change my level of participation in the DRP?
You can change your level of participation in the DRP or terminate your participation in the DRP at any time by logging into www.CenturiaInvestor.com or by downloading a form and then completing and sending it to Boardroom (link for form: Dividend-or-DistributionReinvestment-Plan-DRP-Application-Notice-ofVariation.pdf (centuria.com.au)).
The new DRP Election Form must be received by the Registry no later than one Business Day after the Record Date (or such other date as determined by the Board) to be effective for the relevant Distribution Period.
How many Stapled Securities will I receive?
The number of Stapled Securities that you will receive is calculated by dividing the Distribution, net of tax payable (if any) on your Participating Stapled Securities, by the Issue Price. Your entitlement will be used to purchase as many new Stapled Securities as possible at the Issue Price.
Any fractional amounts left over will be carried forward and held on your behalf for future reinvestment in Stapled Securities.
What are the tax consequences of participating in the DRP?
You should contact your tax adviser for information on the taxation consequences of participating in the DRP.
Can I sell my DRP Stapled Securities?
You can sell your Stapled Securities, including Stapled Securities issued or transferred to you under the DRP, at any time through the ASX.
If you have elected partial participation on your DRP Election Form, the number of Stapled Securities sold will first reduce the number of Non-Participating Stapled Securities held by you before, if necessary, reducing the number of your Participating Stapled Securities. You can change this outcome by completing and lodging a new DRP Election Form or by logging into www.CenturiaInvestor.com.
If you sell all your Stapled Securities, your participation in the DRP will end.
Can the DRP be changed or terminated?
The Board may vary, suspend, recommence or terminate the DRP at any time.
At what Issue Price will Stapled Securities be issued under the DRP?
The Stapled Securities will be issued under the DRP at the Issue Price (which may include a Discount to the market price).
The Board may apply the Discount from time to time in its discretion. The amount of the Discount will be announced prior to the relevant Record Date.
How will I know how many Stapled Securities I have received under the DRP?
You will be sent a statement after each issue or transfer of Stapled Securities to you under the DRP. If you have chosen Partial Participation, you will also receive your cheque or direct credit payment advice for the cash Distribution on your Non-Participating Stapled Securities.
You will also be sent an annual tax statement providing details on the taxable components of your Distribution, to assist you in preparing your annual tax returns.
4
Rules of the DRP
1 Eligibility to participate in the DRP
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(a) Participation in the DRP is subject to these Rules.
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(b) Participation in the DRP is optional and not transferable.
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(c) Any Securityholder whose registered address is in Australia or New Zealand is eligible to participate in the DRP unless excluded under this rule 1.
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(d) The Board may refuse a Securityholder participation and suspend or withdraw Stapled Securities from participation at its discretion.
2 Application to participate in the DRP
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(a) An eligible Securityholder who wishes to participate in the DRP must complete, sign, and lodge with the Registry, the DRP Election Form prescribed by the Board from time to time.
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(b) Subject to rule 2(e), for an application in respect of a joint Securityholding to be valid, each of the joint Securityholders must sign a single DRP Election Form.
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(c) If an eligible Securityholder has more than one holding of Stapled Securities and wishes to participate in the DRP with respect to one or more of the holdings, a separate DRP Election Form must be lodged for each separate Securityholding.
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(d) Subject to rule 2(e), an application from an eligible Securityholder to participate in the DRP will be effective for the next Distribution, if the Securityholder’s DRP Election Form is received by the Registry no later than one Business Day after the Record Date (or such other date as determined by the Board).
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(e) The Stapled Entity or the Registry may:
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(i) accept or refuse a DRP Election Form that is not properly completed or signed; and
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(ii) correct any error in, or omission from, a DRP Election Form, prior to acceptance under rule 2(e)(i).
3 Level of participation in the DRP
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(a) To complete the DRP Election Form, an eligible Securityholder must elect between full participation and partial participation.
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(b) A DRP Election Form that:
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(i) fails to elect between full and partial participation;
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(ii) elects both full and partial participation; or
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(iii) elects partial participation but fails to specify the number of Participating Stapled Securities,
will be deemed to be an election for full participation.
- (c) If a Participant elects, or is deemed to have elected, full participation for a holding of Stapled Securities, the DRP will apply to all Stapled Securities in that Securityholding from time to time (including Stapled Securities issued or transferred to the Participant under the DRP and other Stapled Securities added to that holding), subject to any changes to the Participant’s DRP election.
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(d) If a Participant elects partial participation, the DRP will only apply to that number of Stapled Securities specified by the Participant in the DRP Election Form together with the Stapled Securities issued or transferred under the DRP.
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(e) If, at any relevant Record Date, a Participant’s total Securityholding is less than the number of Participating Stapled Securities specified in the Participant’s DRP Election Form, all of the Stapled Securities in that Securityholding will be deemed to be Participating Stapled Securities in respect of the relevant Distribution.
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(f) The Board may determine from time to time that participation is subject to a minimum and/or maximum number of Stapled Securities.
4 Operation of the DRP
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(a) Each Distribution from time to time due and payable by the Stapled Entity to a Participant in respect of Participating Stapled Securities will be applied by the Responsible Entity in subscribing for the issue of, or arranging for the transfer of, Stapled Securities in accordance with rule 4(b).
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(b) The Board will establish and maintain a DRP account for each Participant. At each Distribution Payment Date, the Board will for each Participant:
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(i) determine the Distribution payable in respect of the Participating Stapled Securities, less any amount that is deductible by the Responsible Entity as withholding tax or tax required to be remitted to the Australian Taxation Office as a result of failure by the Participant to supply a tax file number or where a participant has a registered address in New Zealand;
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(ii) credit the net amount in rule 4(b)(i) to the Participant’s DRP account; and
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(iii) subscribe for or arrange for the purchase and transfer of additional Stapled Securities in the name of the Participant and apply the amount in the Participant’s DRP account towards and in satisfaction of the Issue Price of those additional Stapled Securities.
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(c) Subject to rule 5(d), the number of Stapled Securities issued or transferred to a Participant will be the whole number equal to, or where not a whole number, the nearest whole number below the number calculated by the formula:
Number of Stapled Securities to be issued or transferred
= (D – T) + R
C
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D is the amount of the Distribution payable on the Participant’s Participating Stapled Securities as at the Record Date;
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T is any withholding tax or other amounts to be withheld in relation to such Stapled Securities;
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R is any residual positive balance carried forward in the Participant’s DRP account; and
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C is the Issue Price of Stapled Securities under the DRP (refer to rule 5).
5
5 Issue Price of Stapled Securities
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(a) The Issue Price at which each Stapled Security is issued or transferred to Participants under the DRP for a particular Distribution is the Issue Price, less such Discount, if any, as the Board may determine.
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(b) The Discount determined by the Board in respect of a particular Distribution may differ from the Discount applied in determining the Issue Price for any other Distribution.
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(c) In relation to each Distribution, the amount of a Participant’s Distribution on Participating Stapled Securities not reinvested in Stapled Securities (including amounts representing a fraction of a Stapled Security), less any amount which is deductible by the Company or the Responsible Entity as withholding tax or other amounts, at the election of the Board, will either be:
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(i) recorded as a residual positive balance in the Participant’s DRP account and will be carried forward to the next Distribution. No interest will accrue in respect of any residual positive balance; or
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(ii) forfeited and become an asset of the Stapled Entity where a Securityholder withdraws from the DRP.
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(d) If the number of Stapled Securities to be issued or transferred to a Participant under this DRP will result in the number of a Participant’s Participating Stapled Securities exceeding the maximum level of participation determined by the Board under rule 3(f), then the Board may:
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(i) scale back the amount of the Distribution to be reinvested by each Participant on a pro-rata basis to the extent necessary to ensure that the maximum level of participation is not exceeded; and
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(ii) pay to each Participant any portion of their Distribution that is not reinvested (without interest).
Issue or transfer of Stapled Securities
6
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(a) The Board in its discretion may, in respect of any given Distribution, either issue new Stapled Securities or cause a broker to arrange for the purchase and transfer of existing Stapled Securities to a Participant or apply a combination of both options, to satisfy the obligations of the Stapled Entity under these Rules.
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(b) If the Board determines to cause the purchase and transfer of Stapled Securities to Participants, the Stapled Securities may be acquired through a broker in the market in such manner as the Board considers appropriate.
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(c) All newly issued Stapled Securities will:
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(i) be issued on the Distribution Payment Date to which the Distribution relates; and
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(ii) rank equally with all existing Stapled Securities from the date on which they are issued.
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(d) Stapled Securities issued or transferred to a Participant under the DRP will be registered on the Register.
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(e) The Stapled Entity will promptly apply to ASX for official quotation of all new Stapled Securities issued under the DRP.
7 DRP statements
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(a) The Stapled Entity will send each Participant to whom Stapled Securities have been issued or transferred a statement specifying:
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(i) the number of the Participant’s Participating Stapled Securities at the Record Date;
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(ii) from the Distribution paid on those Participating Stapled Securities:
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(A) the amount comprising Distributions on Stapled Securities and the extent to which the Distribution component of the Distribution is franked; and
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(B) the amount of any withholding or deduction from the Distribution made under rule 4(b);
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(iii) the number of Stapled Securities issued or transferred to the Participant under the DRP and the Issue Price at which they were issued or transferred and the amount applied towards the Participant’s residual positive balance;
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(iv) the date on which the Stapled Securities were issued or transferred to the Participant under the DRP;
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(v) subject to any transactions in which the Participant may have engaged after the Record Date, the total number of Stapled Securities (both Participating and Nonparticipating) held by the Participant after the issue or transfer of Stapled Securities under the DRP: the details of any scale back under rule 5(d); and
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(vi) such other information as the Stapled Entity considers necessary.
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(b) The statement must be sent to each Participant within 10 Business Days after the issue or transfer of Stapled Securities under the DRP.
8 Variation of participation in the DRP
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(a)
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At any time a Participant may:
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(i) vary the Participant’s participation from full participation to partial participation or from partial participation to full participation; or
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(ii) maintain the Participant’s partial participation but increase or decrease the number of Participating Stapled Securities, by completing, signing and sending a DRP Election Form to the Registry.
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(b) A DRP Election Form varying a Participant’s level of participation in the DRP will be effective for the next Distribution, if that the Securityholder’s DRP Election Form is received by the Registry no later than one Business Day after the Record Date (or such other date as determined by the Board).
6
Rules of the DRP
CONTINUED
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(c) If a Participant disposes of part of the Participant’s holding of Stapled Securities and does not notify the Responsible Entity otherwise, the Stapled Securities disposed of will, to the extent possible:
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(i) first, reduce the number of any Non-Participating Stapled Securities that the Participant holds; and
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(ii) secondly, reduce the number of any Participating Stapled Securities that the Participant holds.
9 Termination of participation in the DRP
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(a) A Participant may terminate their participation in the DRP by completing, signing and sending a DRP Election Form to the Registry.
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(b) A DRP Election Form terminating a Participant’s participation in the DRP will be effective for the next Distribution, if that Securityholder’s DRP Election Form is received by the Registry no later than one Business Day after the Record Date (or such other date as determined by the Board).
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(c) A Participant will be deemed to have terminated the Participant’s participation in the DRP:
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(i) on receipt by the Registry of a DRP Election Form in accordance with rules 9(a) and 9(b);
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(ii) on the first Record Date following registration of a transfer of all of the Participant’s Participating Stapled Securities;
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(iii) on termination of the DRP by the Responsible Entity;
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(iv) on receipt by the Stapled Entity of notice of the Participant’s death, bankruptcy, liquidation or provisional liquidation, except where the Participant was a joint holder and any remaining holder or joint holders are eligible Securityholders under rule 1; or
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(v) on the Participant ceasing to be an eligible Securityholder under rule 1.
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(d) When a Participant has terminated or is deemed to have terminated participation in the DRP any residual cash balance will be forfeited and become an asset of the Stapled Entity.
10 Participant’s costs
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(a) To the extent permitted by law, the Stapled Entity will pay any fees, brokerage or other transaction costs payable in respect of any Stapled Securities acquired under the DRP.
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(b) If the existing legislation changes so that at the date of any issue or transfer, any stamp duty is payable in any Australian state jurisdiction in respect of the issue or transfer, the amount of such stamp duty shall be paid by the Participant to whom the Stapled Securities are issued or transferred and will be debited to that Participant’s DRP account.
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11 Administration of the DRP
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(a) The DRP will be administered by the Board and any determination made by the Board in connection with the DRP or the Rules will be final and binding. Without limiting the effect of any other Rule, the Board will at all times have power in its discretion to:
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(i) resolve conclusively any disputes, disagreements, anomalies or questions of interpretation relating to the DRP or the Rules either generally or in relation to any Participant or any Stapled Securities;
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(ii) determine appropriate procedures for the administration of the DRP consistent with the Rules;
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(iii) waive strict compliance with any of the Rules; and
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(iv) delegate the exercise of any of the Board’s powers or discretions arising under the DRP to one or more persons for such period and on such conditions as the Board may determine.
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(b) Notwithstanding any other provision of these Rules, the DRP will be conducted, and these Rules will be applied, in accordance with and subject to the Corporations Act, the Listing Rules and the Constitution.
12 Variation, suspension and termination of the DRP
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(a) The DRP may be varied (including by variation of the Rules), suspended, recommenced or terminated by the Board at any time.
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(b) A variation, suspension, recommencement or termination of the DRP will be effective:
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(i) from the date determined by the Board; and
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(ii) in the case of a suspension, until such time as the Board resolves to either recommence or terminate the DRP.
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(c) The Board will give notice of any termination, variation, suspension or recommencement of the DRP to Participants.
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(d) A notice under rule 12(c) may be provided in any manner (including, without limitation, by notice on the Stapled Entity’s website, announcement to ASX or mailed or e- mailed written notices) that the Board considers appropriate.
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(e) The accidental omission to give notice of a variation, suspension, recommencement or termination of the DRP to any Securityholder or the non-receipt of any such notice by any Securityholder will not invalidate or have any other effect on the variation, recommencement, suspension or termination.
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(f) A variation, suspension, recommencement or termination of the DRP will not give rise to any liability on the part of, or right of action against, the Responsible Entity, the Company or their directors, officers, employees, representatives or agents.
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(g) If the DRP is varied, a Participant will continue to participate under the varied DRP unless the Participant terminates participation by completing, signing and sending a DRP Election Form to the Registry.
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(h) If the DRP is suspended, all the Stapled Securities of each Participant will be deemed to be Non-Participating Stapled Securities, on which Distributions will be paid by direct credit (unless the Securityholder has a registered address outside Australia, in which case payment will be made by direct credit or cheque), for the period of the suspension.
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(i) If the DRP is recommenced after a period of suspension, the election in the previous DRP Election Form of each Participant will be reinstated and will be effective for the purposes of the recommenced DRP, unless determined otherwise by the Board and notified to Participants in accordance with rule 12(c).
17 Interpretation
In these Rules, unless the context otherwise requires:
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(a) a reference to the DRP or these Rules includes any variation or replacement of them;
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(b) the singular includes the plural and vice versa;
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(c) if a word or phrase is defined, cognate words and phrases have corresponding definitions;
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(d) the word “person” includes a firm, body corporate, unincorporated association or authority;
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(e) a reference to a statute includes all regulations and other instruments made under it and consolidations, amendments, re-enactments and replacements of any of them; and
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(f) headings are inserted for convenience and do not affect the interpretation of the Rules.
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(j) If the DRP is terminated, all participation in the DRP will cease and subsequent Distributions will be paid to Participants by direct credit (unless the Securityholder has a registered address outside Australia, in which case payment will be made by direct credit or cheque).
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(k) Any provisions of the Corporations Act or the Listing Rules required to be included in the DRP will be taken to be included in the DRP.
13 Taxation
Neither the Stapled Entity nor its officers, employees, representatives or agents:
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(a) take any responsibility or assume any liability for, or as a consequence of, the tax liabilities of any person in connection with the DRP; or
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(b) represent or warrant that a Participant will gain any taxation advantage or will not incur a taxation liability or disadvantage as a result of participation in the DRP.
14 Participants to be bound
Participants are at all times bound by the Rules of the DRP.
15 Set off
A Participant may not participate in the DRP where, in accordance with the Constitutions of the Stapled Entity or any law, the Company or the Responsible Entity is entitled to retain all or part of a Distribution payable in respect of that Participant’s Participating Stapled Securities or the Responsible Entity is entitled to a charge over such Participating Stapled Securities or over any Distribution payable in respect of such Participating Stapled Securities, unless the Board otherwise determines in its discretion.
16 Governing law
The DRP and the Rules are governed by the laws of New South Wales.
8
Glossary
In the Rules and this booklet, the following words and expressions have the meanings indicated unless the contrary intention appears:
| ASX | means ASX Limited or the stock market conducted by it, |
|---|---|
| as the contextrequires. | |
| Board | means the board of directors of the Stapled Entity. |
| Business Day | means a day which is a Business Day under the Listing |
| Rules. | |
| Company | means Centuria Capital LimitedACN095454336. |
| Constitution | means the constitution of the Fund or the Company, as |
| amendedfromtime to time. | |
| Corporations Act | means the_Corporations Act 2001_(Cth). |
| Discount | means the discount, expressed as a percentage, |
| included in the Issue Price, as determined by the Board | |
| under rule 5(a) and announced to theASX. | |
| Distribution | means a distribution in respect of a Stapled Security to |
| whichtheBoardhas determined theDRP willapply. | |
| Distribution Payment Date | means the date, as determined by the Board, on which a |
| Distribution is paid. | |
| DRP | means the Stapled Entity's distribution reinvestment |
| plan. | |
| DRP Election Form | means the form that must be used to apply for, vary or |
| terminate participation in the DRP. | |
| Fund | means Centuria Capital FundARSN613 856 358 |
| Issue Price | of a Stapled Security means the arithmetic average |
| (rounded to four decimal places) of the daily volume | |
| weighted average market price of all Stapled Securities | |
| sold in the ordinary course of trading on the ASX | |
| automated trading system (excluding transactions | |
| referred to in the Constitutions) during the 10 Trading | |
| Day period starting on the third Business Day after the | |
| Record Date (or such other period determined and | |
| announced by theBoard). | |
| Listing Rules | means the listing rules of the ASX, as amended from |
| time to time. | |
| Non-Participating Stapled Securities | means those Stapled Securities that a Participant has |
| not nominated for participation in the DRP or which are | |
| deemed to be ineligible to participate in the DRP under | |
| theseRules. | |
| Participant | means, in respect of a Distribution, an eligible |
| Securityholder with Stapled Securities who participates | |
| in the DRP. If an eligible Securityholder holds more than | |
| one holding, the Securityholder is treated as a separate | |
| Participantforeach holding. | |
| Participating Stapled Securities | means those Stapled Securities that a Participant has |
| nominated to participate in the DRP or which are | |
| deemed to participateintheDRPundertheseRules. | |
| Record Date | means the date and time, as determined by the Board, at |
| which the Register is closed for the purpose of | |
| determining entitlements to Distributions. | |
| Register | means the register of members of the Stapled Entity. |
| Registry | means the Stapled Entity's registry from time to time |
| (currently Boardroom Pty Limited). | |
| Responsible Entity | means Centuria Funds Management Limited ACN 607 |
| 153 588 asresponsible entity oftheFund. | |
| Rules | means the rules of the DRP as amended from time to |
| time. | |
| Securityholder | means a registered holder of a Stapled Security. |
| Stapled Security | means the shares in Centuria Capital Limited and the |
| units in Centuria Capital Fund are stapled and trade | |
| together as a single stapled security. | |
| TradingDay | has the meaning given in the Listing Rules. |
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Corporate Directory
Investor Enquiries and Registry
Boardroom Pty Limited ABN 14 003 209 836 Address - Level 12, 225 George St, Sydney NSW 2000 Postal – GPO Box 3993, Sydney NSW 2001 Toll Free: 1800 182 257 Email: [email protected] Online DRP elections: [email protected]
Stapled Entity
Centuria Capital Limited ACN 095 454 336 and
Centuria Funds Management Limited ACN 607 153 588 as responsible entity of Centuria Capital Fund
Registered Office
Chifley Tower Level 41/2 Chifley Square Sydney NSW 2000 www.centuria.com.au
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