CENTURIA CAPITAL GROUP — M&A Activity 2021

Jun 9, 2021

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Centuria Capital Group (CNI)
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Takeover bid by Centuria for Primewest – Notice of status of conditions

SYDNEY (Thursday, 10 June 2021) – Centuria Capital Limited (ACN 095 454 336) and Centuria Funds Management Limited (ACN 607 153 588) as responsible entity for Centuria Capital Fund (ARSN 613 856 358) (together, Centuria ) refers to its off-market takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) ( Corporations Act ) for all of the stapled securities in Primewest Group Limited (ACN 636 344 137) and the Primewest Property Fund (ARSN 636 405 635) whose responsible entity is Primewest Management Ltd (ACN 091 415 833) (together, Primewest ) ( Centuria Offer ). The Centuria Offers are contained in Centuria’s bidder’s statement dated 14 May 2021 ( Bidder’s Statement ).

As required by section 630(5)(b) and for the purposes of section 630(3) of the Corporations Act, Centuria hereby gives notice that:

• 1 as stated in the notice titled ‘Takeover bid by Centuria for Primewest – now unconditional’ dated 4 June 2021, it has freed the Centuria Offers from the following defeating conditions in Appendix 2 of the Bidder’s Statement:

• Section 3 (Regulatory approvals);

• Section 4 (No restraints);

• Section 5 (Minimum acceptance);

• Section 6 (No material adverse change);

• Section 7 (No Prescribed Occurrences);

• Section 8 (No material acquisitions, disposals, capital expenditure or changes in the conduct of business);

• Section 9 (Responsible entity, trustee and other changes); and

• Section 10 (No litigation on foot or pending).

• 2 as stated in the Bidder’s Statement, the defeating condition in Section 1 of Appendix 2 of the Bidder’s Statement (Escrow) was fulfilled;

• 3 as stated in the notice titled ‘Takeover bid by Centuria for Primewest – Notice that defeating condition to takeover bid fulfilled’ dated 21 May 2021, the defeating condition in Section 2 of Appendix 2 of the Bidder’s Statement (Primewest Option holders) was fulfilled;

• 4 as stated in the notice titled ‘Takeover bid by Centuria for Primewest – Change of control defeating condition fulfilled’ dated 25 May 2021, the defeating condition in Section 11 of Appendix 2 of the Bidder’s Statement (Change of control) was fulfilled; and

• 5 in light of the matters referred to in paragraphs 1 to 4 above, the Centuria Offers are now wholly unconditional. Centuria’s voting power in Primewest is 80.8523% (including the acceptance instructions held by the facility agent).

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Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358

Level 41, Chifley Tower 2 Chifley Square, Sydney NSW 2000

E: sydney@centuria.com.au www.centuria.com.au

T: 02 8923 8923 F: 02 9460 2960

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Centuria Capital Group (CNI)
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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
T: 02 8923 8910	T: 02 8923 8923	T: 02 8923 8923
E: john.mcbain@centuria.com.au	E: tim.mitchell@centuria.com.au	E: alexandra.koolman@centuria.com.au

Authorised for release 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 over $16billion of assets under management[1] . 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

1 Pro forma AUM as at 31 December 2020 adjusted for post balance date revaluations and acquisitions. Prepared on the basis of 100% acquisition of Primewest Securities by Centuria. Includes the 50% acquisition of Bass Capital as well as 140 St Georges Terrace, and Centuria Industrial REIT (ASX:CIP) revaluations

Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358

Level 41, Chifley Tower 2 Chifley Square, Sydney NSW 2000

T: 02 8923 8923 E: sydney@centuria.com.au F: 02 9460 2960 www.centuria.com.au