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CENTURIA INDUSTRIAL REIT — M&A Activity 2015
Mar 30, 2015
64654_rns_2015-03-30_e69659ba-3bf4-4f34-a14e-3966e025b84c.pdf
M&A Activity
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31 March 2015
The Manager Company Notices Section ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
Dear Sir or Madam
Australian Industrial REIT – Dispatch of Chairman’s correspondence to unitholders
Please find attached Chairman’s correspondence dispatched to Australian Industrial REIT (ASX: ANI) unitholders today.
Yours faithfully
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Keir Barnes
Company Secretary
Fife Capital Funds Limited (ACN 130 077 735) (AFSL 438693) as responsible entity for Australian Industrial REIT (ARSN 165 651 301)
Level 12, 89 York Street, Sydney NSW 2000 Telephone +612 9251 2777 Facsimile +612 9251 2877
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REJECT THE UPDATED OFFER
THE INDEPENDENT DIRECTORS RECOMMEND YOU REJECT THE UPDATED OFFER FOR YOUR ANI UNITS THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE UPDATED OFFER IS NEITHER FAIR NOR REASONABLE
To REJECT the Updated Offer you should DO NOTHING and take NO ACTION in relation to all documents sent to you by 360 Capital Industrial Fund
POSTAGE PAID AUSTRALIA
PRIORITY
Dear ANI Unitholder,
360 Capital Investment Management Limited (ACN 133 363 185) (“ 360 Capital RE ”) as responsible entity of 360 Capital Industrial Fund (ARSN 099 680 252) (“ TIX ”) has recently increased its offer for your Units in Australian Industrial REIT (ARSN 165 651 301) (“ANI”). The updated offer (“Updated Offer”) represents only a marginal improvement on TIX’s original offer (“ Original Offer ”).
The Independent Board Committee (“ IBC ”) of Fife Capital Funds Limited (ACN 130 077 735) (“ Fife Funds ” or “ Responsible Entity ”), the responsible entity of ANI, has completed a detailed review of the Updated Offer in conjunction with its advisers. In the opinion of the IBC:
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the Updated Offer delivers unsatisfactory financial outcomes for ANI Unitholders
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the Updated Offer fails to provide a compelling or certain premium for ANI Unitholders
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a change in management to 360 Capital Group changes the risk profile for ANI Unitholders
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360 Capital Group has unsatisfactory governance arrangements
For these reasons, the Independent Directors of the Responsible Entity, together with Non-executive Director John Hudson, recommend that ANI Unitholders REJECT the Updated Offer . Allan Fife, the Managing Director of Fife Funds, is an ultimate owner of Fife Funds and has elected not to make a recommendation.
Each of the Directors including Allan Fife currently intends to REJECT the Updated Offer in respect of the units they own in ANI. The Independent Expert, KPMG Corporate Finance, has concluded that the Updated Offer is neither fair nor reasonable .
To REJECT the Updated Offer simply DO NOTHING and take NO ACTION in relation to all documents sent to you by TIX .
The Responsible Entity will keep you informed if there are any material developments with respect to the Updated Offer. Information relating to the Updated Offer and ANI can be found on the ASX website (www.asx.com.au ASX code: ANI).
Yours sincerely,
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Rod Pearse OAM
Independent Chairman, Fife Capital Funds Limited as responsible entity of the Australian Industrial REIT
If you have any questions in relation to the Updated Offer, you should consult your financial, tax or other professional adviser immediately. You can also contact the ANI Unitholder Information Line on 1300 730 659 (toll free for calls within Australia); or +61 1300 730 659 (for callers outside Australia), which is available Monday to Friday between 8.30am and 5.30pm (Sydney time).