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CENTURIA INDUSTRIAL REIT Merger & Acquisition 2015

Oct 13, 2015

64654_rns_2015-10-13_9c663aec-cc29-4c52-bf5b-1a1604f53928.pdf

Merger & Acquisition

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ASX Release | Media Release

360 Capital Industrial Fund

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14 October 2015

TIX Offer for ANI - Automatic Extension of Offer Period

360 Capital Investment Management Limited (360 Capital) as responsible entity for the 360 Capital Industrial Fund (Bidder or TIX) refers to the off-market takeover bid (TIX Offer) which it has made for all the units in Australian Industrial REIT (ANI).

As disclosed on 13 October 2015, attached to this announcement is a letter to be dispatched to ANI Unitholders today notifying of the automatic extension of the Offer Period under section 624(2) of the Corporations Act 2001 (Cth), such that the TIX Offer will now close at 5.00pm on 26 October 2015 (unless further extended).

Yours sincerely,

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Alan Sutton

Company Secretary 360 Capital Investment Management Limited

More information on the TIX Offer can be found on the ASX’s website at www.asx.com.au using the Fund’s ASX code “TIX”, on the Fund’s website www.360capital.com.au, or by calling the TIX Offer Information Line on 1800 247 697 (callers in Australia) or +61 2 8024 1189 (callers outside Australia) between 8.30am and 5.30pm (Sydney time) on Business Days.

Tony Pitt Ben James Managing Director Chief Investment Officer 360 Capital Group 360 Capital Group +61 2 8405 8865 +61 2 8405 8871

About 360 Capital Industrial Fund (ASX code TIX)

360 Capital Industrial Fund is an ASX-listed Fund focused on passive rent collecting from warehouse and logistics properties in Australia in the $10.0 million plus range. The Fund has strong, defensive, income-focused investment fundamentals via a diversified $544 million portfolio of 22 quality assets, a weighted average lease expiry of 5.3 years, occupancy of 99.7% and a forecast FY16 distribution of 21.5cpu. The Fund is externally managed by 360 Capital Group, a leading ASX-listed real estate investor and fund manager that operates under a transparent fee structure and is the largest unitholder in the Fund to ensure ongoing alignment of interests with Unitholders.

About 360 Capital Group (ASX code TGP)

360 Capital Group is an ASX-listed, property investment and funds management group concentrating on strategic investment and active investment management of property assets. The company actively invests in direct property assets, property securities and various corporate real estate acquisitions within Australian real estate markets on a private equity basis. 360 Capital Group’s 18 full time staff have significant property, funds and investment management experience. 360 Capital Group manages nine investment vehicles holding assets valued at over $1.2 billion on behalf of over 10,500 investors and has over $193 million worth of co-investments across the 360 Capital Group.

Level 8, 56 Pitt Street Sydney NSW 2000 | T +61 2 8405 8860 | Fax +61 2 9238 0354 | E [email protected] | W www.360capital.com.au 360 Capital Investment Management Limited ABN 38 133 363 185 AFSL 340 304 as responsible entity of the 360 Capital Industrial Fund ARSN 099 680 252

14 October 2015

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Dear Fellow ANI Unitholder,

TAKE ACTION NOW

TIX Offer Extended

We refer to the announcement dated 13 October 2015 by 360 Capital Investment Management Limited as responsible entity for the 360 Capital Industrial Fund ( Bidder or TIX ) in reference to the off-market takeover bid ( TIX Offer ) which it has made for all the units in Australian Industrial REIT ( ANI ).

By 5.00pm on 12 October 2015, TIX had accumulated a relevant interest in ANI of more than 50% under the TIX Offer and accordingly the TIX Offer was automatically extended until 5.00pm (AEDT) on 26 October 2015 (unless further extended).

We would like to remind ANI Unitholders of some further important developments:

  • TIX currently has a relevant interest in ANI of more than 74.9%;

  • ANI’s Independent Board Committee (IBC) has recommended you accept the TIX Offer;

  • ANI’s Independent Expert has concluded the TIX Offer is fair and reasonable;

  • CGT rollover relief may be available if TIX’s holding in ANI reaches 80%; and

  • 360 Capital will gain control of ANI at the meeting of ANI Unitholders on 26 October 2015

TIX Consideration

ANI Unitholders who accept the TIX Offer, and are entitled to receive the TIX Consideration, will receive for each ANI Unit:

  • 0.90 TIX Units; and

  • Cash of 24.5 cents.

We recommend that you ACCEPT the TIX Offer and ensure that your acceptance is received by 5.00pm (AEDT) on Monday, 26 October 2015.

If you do not accept the TIX Offer or your acceptance is not received before the close of the TIX Offer, there may be a number of adverse consequences:

  • You may miss out on the TIX Consideration; and

  • Your investment in ANI will be highly illiquid as TIX owns more than 74.9%, which may impact on your ability to sell your ANI units on the ASX.

Level 8, 56 Pitt Street Sydney NSW 2000 | T +61 2 8405 8860 | Fax +61 2 9238 0354 | E [email protected] | W www.360capital.com.au 360 Capital Investment Management Limited ABN 38 133 363 185 AFSL 340 304 as responsible entity of the 360 Capital Industrial Fund ARSN 099 680 252

How to Accept the TIX Offer

To accept, please complete and sign the Acceptance Form enclosed and return it so that your acceptance may be processed before 5.00pm on 26 October 2015 (unless otherwise extended) using the replied paid envelope, as per the instructions on page 5 of the Bidder’s Statement or the Acceptance Form.

Alternatively, if your ANI Units are in a CHESS Holding, you do not need to complete and return the Acceptance Form to accept the TIX Offer. Simply contact your Controlling Participant, normally your broker, and instruct them to accept the TIX Offer on your behalf .

For details on the Improved Proposal, including the key points in this letter please refer to the original Bidder’s Statement and subsequent Second, Third and Fourth Supplementary Bidder’s Statements.

Information Line

More information on the TIX Offer can be found on the ASX’s website at www.asx.com.au using the Fund’s ASX code “TIX”, on the Fund’s website www.360capital.com.au, or by calling the TIX Offer Information Line on 1800 247 697 (callers in Australia) or +61 2 8024 1189 (callers outside Australia) between 8.30am and 5.30pm (Sydney time) on Business Days.

Further details can be found on the ASX website at www.asx.com.au using the ASX code “TIX” and at www.360capital.com.au

Yours sincerely,

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David van Aanholt

Independent Chairman

360 Capital Investment Management Limited as responsible entity for the 360 Capital Industrial Fund

Level 8, 56 Pitt Street Sydney NSW 2000 | T +61 2 8405 8860 | Fax +61 2 9238 0354 | E [email protected] | W www.360capital.com.au 360 Capital Investment Management Limited ABN 38 133 363 185 AFSL 340 304 as responsible entity of the 360 Capital Industrial Fund ARSN 099 680 252