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CENTURIA INDUSTRIAL REIT M&A Activity 2015

Mar 16, 2015

64654_rns_2015-03-16_138b676a-f2aa-4096-bd3b-c7ec4c18afa9.pdf

M&A Activity

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17 March 2015

The Manager Company Announcement Office ASX Limited 20 Bridge Street Sydney NSW 2000

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360 Capital Investment Management Limited ABN 38 133 363 185 Level 8, 56 Pitt Street Sydney NSW 2000 Phone: (02) 8405 8860 Fax: (02) 9238 0354 Web: www.360capital.com.au

Dear Sir/Madam,

Acceptance Facility Update – Australian Industrial REIT

On 3 February 2015, 360 Capital Investment Management Limited ( 360 CIML ) as responsible entity for the 360 Capital Industrial Fund ( Bidder ) lodged a bidder's statement in respect of an off-market takeover bid ( TIX Offer ) for all the units in Australian Industrial REIT ( ANI ).

We refer to the institutional acceptance facility ( Acceptance Facility ) described in the second supplementary bidder's statement dated 23 February 2015 ( Second Supplementary Bidder's Statement ).

The Bidder announces that, as at 5:00pm on 16 March 2015, the aggregate number of ANI units in respect of which either:

  • acceptance instructions are held under the Acceptance Facility ( Acceptance Instructions );

  • valid acceptances of the TIX Offer have been received by the Bidder ( Acceptances ); or

  • the Bidder and its associates have a relevant interest ( Relevant Interests ),

as a percentage of the total number of ANI units on issue is 13.92%.

The following table provides a breakdown between Relevant Interests, Acceptances and Acceptance Instructions held in the Acceptance Facility.

Number of ANI units Number of ANI units Percentage of ANI units Percentage of ANI units
Previous update Current Previous update Current
Acceptance Instructions N/A 605,714 N/A 0.63%
Acceptances N/A 383,120 N/A 0.40%
Relevant Interests
(including Acceptances
above)
12,412,759 12,795,879 12.89% 13.29%
Total of Relevant Interests
plus Acceptance
Instructions
12,412,759 13,401,593 12.89% 13.92%

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Acceptance Instructions held in the Acceptance Facility do not constitute acceptances of the TIX Offer and the Bidder and its associates do not have a relevant interest in those ANI units in respect of which Acceptance Instructions are held.

The "trigger event" for the Acceptance Facility or pre-condition to the release of Acceptance Instructions from the Acceptance Facility to the Bidder is the delivery by the Bidder of a "Confirmation Notice" to the Facility Agent confirming that the TIX Offer has been, or will be, declared unconditional. The Bidder will make an announcement to ASX promptly following the delivery of the Confirmation Notice.

Acceptance Instructions may be withdrawn by participants in the Acceptance Facility at any time up until the Confirmation Notice has been delivered by the Bidder to the Facility Agent.

As previously stated, the Bidder will waive all conditions to the TIX Offer once the number of ANI units that are the subject of Acceptances and Acceptance Instructions (which are able to be validly processed once released) exceeds 30% of the ANI units.

Yours sincerely,

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Alan Sutton

Company Secretary 360 Capital Investment Management Limited

Copy Ms Keir Barnes Company Secretary

Fife Capital Funds Limited as responsible entity of Australian Industrial REIT Level 12, 89 York Street

SYDNEY NSW 2000

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