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CROMWELL PROPERTY GROUP Capital/Financing Update 2010

Aug 18, 2010

64673_rns_2010-08-18_c98d42d2-1bb3-43bd-8478-e5490b0f09da.pdf

Capital/Financing Update

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18 August 2010

Company Announcements Office - ASX Level 4 20 Bridge Street Sydney NSW 2000

CLOSURE OF RIGHTS ISSUE - REVISED APPENDIX 3B (ASX: CMW)

We refer to the Appendix 3B in relation to a capital raising by the Cromwell Group that was originally lodged on 12 July 2010 and revised by subsequent lodgements on 14 July and 21 July 2010.

Attached is a further revised Appendix 3B in relation to the capital raising. It reflects the stapled securities to be issued following completion of the Rights Issue component of the capital raising. A revised further Appendix 3B may be lodged following the conclusion of the rights issue top-up facility on 28 October 2010.

Yours faithfully

CROMWELL GROUP

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NICOLE RIETHMULLER COMPANY SECRETARY

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Cromwell Group (ASX:CMW) comprising Cromwell Corporation Limited ABN 44 001 056 980 and Cromwell Property Securities Limited ABN 11 079 147 809 AFSL 238052 as responsible entity for Cromwell Diversified Property Trust ABN 30 074 537 051 ARSN 102 982 598 Level 19 200 Mary Street, GPO Box 1093 Brisbane QLD 4001 Email [email protected] | Investors Call 1800 334 533 | Tenants Call 1800 005 657 | Telephone 07 3225 7777 | Facsimile 07 3225 7788 | www.cromwell.com.au

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Cromwell Group (CMW) comprising Cromwell Corporation Limited (CCL) and Cromwell Property Securities Limited (CPSL) as responsible entity for Cromwell Diversified Property Trust (DPT)

ABN

ABN 44 001 056 980 (CCL) ABN 11 079 147 809 (CPSL) ARSN 102 982 598 (DPT)

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of +securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
Cromwell Group Stapled Securities
By way of update to the documents lodged
with ASX on 12 July, 14 July and 21 July 2010
about an institutional Placement and Rights
Issue:

72,000,000 Stapled Securities have been
issued under the institutional Placement;

19,056,640 Stapled Securities have been
issued under the Rights Issue; and

up to 68,926,853 Stapled Securities may
be issued under the Rights Issue shortfall
facility

Appendix 3B Page 1

3
Principal
terms
of
the
+securities
(eg,
if
options,
exercise price and expiry date;
if partly paid+securities, the
amount outstanding and due
dates
for
payment;
if
+convertible
securities,
the
conversion price and dates for
conversion)
4
Do the+securities rank equally
in all respects from the date of
allotment with an existing+class
of quoted+securities?
If the additional securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust,
distribution)
or
interest payment
• the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
7
Dates of entering+securities
into uncertificated holdings or
despatch of certificates
The Stapled Securities are issued on the same
terms as existing Cromwell Group Stapled
Securities.
Yes
In particular, the new Stapled Securities rank
for and are entitled to distributions/dividends
from Cromwell Group for the September 2010
quarter.
$0.75 per Stapled Security (Placement)
$0.72 per Stapled Security (Rights Issue)
$0.72 per Stapled Security (shortfall facility)
The issue of Stapled Securities will be used to
partly fund the acquisition of the investment
property at 203 Coward Street, Mascot, with
any remaining funds to strengthen Cromwell’s
balance sheet and to allow the Group to
consider further acquisitions.
20 July 2010 for Stapled Securities issued
under the Placement (72,000,000 Stapled
Securities).
19 August 2010 for Stapled Securities issued,
under the Rights Issue (19,056,640 Stapled
Securities).
T + 3 following acceptance of applications
under the Rights Issue shortfall facility but no
later than 2 November 2010(upto 68,926,853)
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

8
Number and+class of all
+securities
quoted
on
ASX
(_including_the securities in
clause 2 if applicable)
9
Number and+class of all
+securities not quoted on ASX
(_including_the securities in
clause 2 if applicable)
10
Dividend policy (in the case of
a trust, distribution policy) on
the
increased
capital
(interests)
Number ~~+~~Class
898,891,574 Stapled
Securities quoted on
completion of the
Placement and Rights
Issue
Up to 967,818,427
Stapled Securities on
completion of Rights
Issue shortfall facility.
Cromwell Group
Stapled Securities
(CMW)
Number ~~+~~Class
275,106
4,689,424
Units in DPT
(unstapled)
Cromwell Group
Performance Rights
Unchanged

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or
non-renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of +securities to which
the offer relates
15
+Record date to determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?

No

Non-renounceable

1 Stapled Security for every 10 Stapled
Securities held at the Record Date

Ordinary Stapled Securities

7.00pm AEST on 22 July 2010



No

Appendix 3B Page 3

17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has+security holders
who will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations
on behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date
entitlement
and
acceptance
form
and
prospectus
or
Product
Disclosure Statement will be
sent to persons entitled
When fractions arise in the calculation of
entitlements, they will be rounded down to
the nearest whole number
All countries except for Australia, New
Zealand and South Africa
5.00pm on 13 August 2010
Not applicable
Not applicable
RBS Morgans Corporate Limited is Lead
Manager for the Placement and Rights Issue
Lead Manager’s fee of $400,000, plus a fee in
relation to the Placement equivalent to 1% of
the
amount
subscribed
in
either
the
Placement
or
Rights
Issue
shortfall
placement, excluding amounts subscribed by
Redefine Australian Investments Limited or
its related parties.
2% of the amount subscribed for under the
Rights Issue up to a maximum amount of $500
per individual application.
Not applicable
26 July 2010
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell
their
entitlements
in
full
through a broker?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32
How
do
+security
holders
dispose of their entitlements
(except by sale through a
broker)?
33
+Despatch date
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
23 August 2010

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

  • (a) � Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Appendix 3B Page 5

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of[+] securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Appendix 3B Page 7

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

Date: 21 July 2010

Print name: Nicole Riethmuller Company Secretary

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003