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CENTURIA CAPITAL GROUP — Merger & Acquisition 2021
Jul 18, 2021
64677_rns_2021-07-18_d8263a62-674a-4826-85ac-fad17a62d00d.pdf
Merger & Acquisition
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Centuria Capital Group (CNI)
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Takeover bid by Centuria for Primewest – Completion of compulsory acquisition of remaining Primewest Securities
SYDNEY (Monday, 19 July 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 ).
Completion of compulsory acquisition of all remaining Primewest Securities
Centuria is pleased to announce that it has completed the compulsory acquisition of all remaining securities in Primewest and, accordingly, now owns 100% of Primewest.
Copies of documents that will be sent to the former Primewest securityholders whose Primewest securities were compulsorily acquired are attached.
– 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 $16billion[1] 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
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 and 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 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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[NAME] [ADDRESS] [SRN/HIN]
19 July 2021
Dear former Primewest Securityholder,
Takeover bid by Centuria for Primewest – compulsory acquisition of remaining Primewest Securities
We refer to the off market takeover bid by 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 ) 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 terms of the Centuria Offer are contained in Centuria’s bidder’s statement which is dated 14 May 2021 ( Bidder’s Statement ). Capitalised terms used in this letter have the same meaning as in the Bidder’s Statement unless otherwise defined.
Compulsory acquisition of your Primewest Securities
Your Primewest Securities have been acquired by Centuria under the compulsory acquisition provisions in the Corporations Act 2001 (Cth) ( Corporations Act ).
Primewest now notifies you that:
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the consideration for the transfer of your Primewest Securities to Centuria has been received; and
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the consideration is being held in trust for you pending your direction on how to deal with it.
To claim your consideration, please complete the enclosed Claim Form and send it to Boardroom Pty Limited using the enclosed reply paid envelope as soon as possible.
After the Claim Form is properly completed and returned, your consideration will be sent to you.
Please note that if you do not claim your consideration, it will be transferred to the Australian Securities and Investments Commission ( ASIC ) in or around March 2023 and ASIC will hold the consideration in an unclaimed money account.
If you have any questions, please contact the Centuria Offer Information Line on 1300 721 637 (within Australia) or +61 2 8023 5428 (outside Australia) between 8:30am and 5:00pm (Sydney time) on business days.
Yours sincerely,
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Anna Kovarik Company Secretary
P: 1800 182 257 D: 02 9290 9689 F: 02 9279 0644 E: [email protected] centuria.com.au
Level 12, 225 George St, Sydney NSW 2000
GPO Box 3993 Sydney NSW 2001
Centuria Capital Group Consisting of: Centuria Capital Limited ABN 22 095 454 336 Centuria Capital Fund ARSN 613 856 358
CLAIM FORM
in respect of the offer by 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”) to acquire all of your 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”).
| Name and address: | Number of | Offer Consideration: |
|---|---|---|
| Securities held | $0.20 cents plus 0.473 | |
| «» | Centuria Securities for | |
| each Primewest | ||
| «NameAddress_1» «NameAddress_2» |
Security | |
| «NameAddress_3» | Consideration to be paid to | |
| «NameAddress_4» | you in cash | |
| «NameAddress_5» «NameAddress_6» |
Consideration to be paid to you in Centuria Securities |
Securityholder Reference Number
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT IS THE ONLY OFFICIAL CLAIM FORM PUBLISHED BY CENTURIA, IN RELATION TO THE COMPULSORY ACQUISITION OF YOUR PRIMEWEST SECURITIES.
If you are in any doubt as to how to act, you should consult your financial or legal advisor immediately. Capitalised terms used in this Claim Form have the same meaning as in the Bidder’s Statement unless otherwise defined.
Your Primewest Securities have been acquired by Centuria under the compulsory acquisition provisions in the Corporations Act 2001 (Cth) (Corporations Act). The consideration for your Primewest Securities has been received by Primewest and is being held in trust for you pending your direction on how to deal with it. If you do not claim your consideration by properly completing and returning this Claim Form, your consideration will be transferred to the Australian Securities and Investments Commission (ASIC) and ASIC will hold the consideration in an unclaimed money account.
DIRECTION AS TO PAYMENT OF CONSIDERATION
To: Primewest Group Limited I/We, the person(s) named above, direct Primewest to pay and/or transfer this consideration to me/us by post to the address set out above.
RELEASE AND DISCHARGE
I/We, the person(s) named above, agree that the payment and/or transfer of the consideration described above will be a complete release and discharge of all obligations of Primewest to me/us in respect of the consideration for the acquisition of my/our securities in Primewest and that Primewest will not be responsible for any loss of documents in the ordinary course of post.
Directions for Completion
Please check this Claim Form to ensure your details set out above are correct. If incorrect, please write your correct details and initial the changes. Please sign and date this Claim Form where indicated.
This Claim Form must be signed by the registered securityholder. If your holding is a joint holding, all securityholders must sign. If signed under a power of attorney, please attach a certified copy of the power of attorney to the Claim Form when you return it. If executed by a company, this Claim Form must be signed by appropriate officers of the company, or sealed in accordance with the sealing clause of the constitution of the company, or signed by an attorney duly authorised in writing.
Deceased Estates – If this Claim Form is signed by the executors or administrators on behalf of a deceased securityholder, please attach the probate, letters of administration, or certificate of grant (together with any other documents required by law) to the Claim Form when you return it.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual ) Joint Securityholder 2 (Individual ) Joint Securityholders 3 (Individual ) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director If this Claim Form is signed under a power of attorney, the attorney declares that he/she has no notice of the revocation of the power of attorney. Date -----------------------------------------------If you have any queries, please call Boardroom Pty Limited on (02) 9290 9600.
Please RETURN this Claim Form (properly completed, signed and dated) and any other relevant documents as soon as possible to: BY MAIL TO OR BY HAND DELIVERY TO
Primewest Group Limited C/- Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001
Primewest Group Limited C/-Boardroom Pty Limited Level 12, 225 George Street Sydney NSW 2000