CENTURIA INDUSTRIAL REIT — Capital/Financing Update 2021

Sep 22, 2021

Proposed issue of securities

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Announcement Summary

Entity name

CENTURIA INDUSTRIAL REIT

Announcement Type

New announcement

Date of this announcement

23/9/2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CIP	ORDINARY UNITS FULLY PAID	6,654,688

+Record date

22/9/2021

Offer closing date

22/10/2021

+Issue date

29/10/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
CIP	ORDINARY UNITS FULLY PAID	78,947,369

Proposed +issue date 29/9/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

CENTURIA INDUSTRIAL REIT

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ARSN

Registration Number 099680252

1.3 ASX issuer code

CIP

1.4 The announcement is

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New announcement

1.5 Date of this announcement

23/9/2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan issue can proceed on an unconditional basis? No

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Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

CIP : ORDINARY UNITS FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

CIP : ORDINARY UNITS FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 6,654,688

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? Yes

Describe the maximum subscription condition

The maximum amount to be raised under the UPP is $25 million unless CPF2L in its absolute discretion decides to increase this cap to reduce or eliminate the need for a scale back.

Will individual security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)? Yes

Is the minimum acceptance unit based or dollar based? Dollar based ($)

Please enter the minimum acceptance value

$ 3,000

Will individual security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)? Yes

Is the maximum acceptance unit based or dollar based? Dollar based ($)

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Please enter the maximum acceptance value

$ 30,000

Describe all the applicable parcels available for this offer in number of securities or dollar value

Minimum value of units for each individual security holder is $3,000 and any additional new units in increments of $1,000, with a maximum application amount of $30,000.

Offer price details

Has the offer price been determined? No In what currency will the offer be made?

AUD - Australian Dollar

How and when will the offer price be determined?

Same as offer price under the placement undertaken with UPP adjusted for CIP¿s 30/09/21 distribution of 4.325 cents per unit.. Offer price for placement determined on 23/09/21 via bookbuild process (subject to underwritten floor price of $3.80 per unit)

Oversubscription & Scale back details

Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements

If the total of the application monies received under the UPP is greater than $25 million, CPF2L may, at its discretion, scale-back the maximum number of new Units issued to each eligible Unitholder to the extent and in the manner that it sees fit. Any scale-back arrangements will be applied on a pro rata basis to all participants.

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Attaching +Security

The proposed attaching security can only be of an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

23/9/2021

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4C.2 +Record date 22/9/2021

4C.3 Date on which offer documents will be made available to investors 30/9/2021 4C.4 Offer open date 30/9/2021 4C.5 Offer closing date 22/10/2021 4C.7 +Issue date and last day for entity to announce results of +security purchase plan offer 29/10/2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Nil

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Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

CIP is proposing to acquire industrial assets and repay debt as explained in the investor presentation released to the ASX on 23 September 2021.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer AUSTRIA GERMANY HONG KONG INDONESIA ISRAEL JAPAN LUXEMBOURG MALAYSIA PAPUA NEW GUINEA POLAND SINGAPORE SOUTH AFRICA SWITZERLAND TAIWAN, PROVINCE OF CHINA THAILAND UNITED ARAB EMIRATES UNITED KINGDOM USA

4F.3 URL on the entity's website where investors can download information about the proposed offer www.centuriainvestor.com.au

4F.4 Any other information the entity wishes to provide about the proposed offer

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description CIP : ORDINARY UNITS FULLY PAID Number of +securities proposed to be issued 78,947,369 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 3.80000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

29/9/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

All securities proposed to be issued under the placement will be issued under CIP's placement capacity. The maximum number of units to be issued under the placement based on the underwritten floor price of $3.80 per unit is 78,947,369 units.

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

JP Morgan Securities Australia Limited (JP Morgan) and Morgan Stanley Australia Securities Limited (Morgan Stanley)

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

0.40% of the amount to be raised under the placement (exclusive of GST)

7E.2 Is the proposed issue to be underwritten?

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Yes

7E.2a Who are the underwriter(s)?

JP Morgan and Morgan Stanley

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

100%

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

1.60% of the amount to be raised under the placement (exclusive of GST)

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

A summary of the termination events in the underwriting agreement is set out the investor presentation released to the ASX on 23 September 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Fees and costs as disclosed in the investor presentation released to the ASX on 23 September 2021.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

CIP is proposing to acquire industrial assets and repay debt as explained in the investor presentation released to the ASX on 23 September 2021.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

Nil

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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