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CROMWELL PROPERTY GROUP Capital/Financing Update 2013

May 22, 2013

64673_rns_2013-05-22_7b6c3dc0-c07d-4fa5-aabf-590f2a598270.pdf

Capital/Financing Update

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23 May 2013

Company Announcements Platform ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

RE: CROMWELL PROPERTY GROUP – NOTICE UNDER PARAGRAPHS 708AA(2)(F) AND 1012DAA(2)(F) OF THE CORPORATIONS ACT 2001 (CTH) AS NOTIONALLY MODIFIED BY ASIC CLASS ORDER [CO 08/35]

This notice is given by Cromwell Corporation Limited ABN 44 001 056 980 ( Company ) and Cromwell Property Securities Limited ABN 11 079 147 809 ( RE ) as the responsible entity of the Cromwell Diversified Property Trust ARSN 102 982 598 ( Trust and, together with the Company, Cromwell ) under paragraphs 708AA(2)(f) and 1012DAA(2)(f) of the Corporations Act 2001 (Cth) ( Corporations Act ) as notionally modified by Australian Securities and Investments Commission Class Order [CO 08/35] ( Class Order 08/35 ).

Cromwell Property Group has announced an underwritten equity raising of $250 million ( Equity Raising ) by way of:

  1. an institutional placement of 128,000,000 fully paid ordinary stapled securities (each comprising of an ordinary share in the Company and an ordinary unit in the Trust) in Cromwell Group to raise $128 million (Placement); and

  2. an accelerated non-renounceable pro-rata entitlement offer (Entitlement Offer) of 1 fully paid ordinary stapled security (New Security) for every 12 Cromwell Group stapled securities held as at 7.00pm (AEST) on Tuesday, 28 May 2013 by eligible securityholders to raise $122 million,

In this regard and in connection with the Entitlement Offer, Cromwell advises that:

  1. the New Securities will be offered for issue without disclosure to investors under Part 6D.2 of the Corporations Act and without a Product Disclosure Statement for the New Securities being prepared;

  2. this notice is being given under paragraphs 708AA(2)(f) and 1012DAA(2)(f) of the Corporations Act as notionally modified by Class Order [08/35];

  3. as a disclosing entity, the RE, as the issuer of units in the Trust (such units being a component security of each New Security), is subject to regular reporting and disclosure obligations;

Cromwell Property 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 the Cromwell Diversified Property Trust ABN 30 074 537 051, ARSN 102 982 598.

Investors Call 1300 CROMWELL (1300 276 693) Tenants Call 1800 005 657 Phone +61 7 3225 7777 Web www.cromwell.com.au or Email [email protected] or Email [email protected] Fax +61 7 3225 7788 Head Office Level 19, 200 Mary Street, Brisbane QLD 4001

  1. as at the date of this notice, both the Company and RE have complied with:

    • i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company and Trust respectively; and

    • ii. section 674 of the Corporations Act as it applies to the Company and Trust respectively;

  2. as at the date of this notice, there is no excluded information of the type referred to in subsections 708AA(8), 708AA(9), 1012DAA(8) and 1012DAA(9) of the Corporations Act as notionally modified by Class Order 08/35; and

  3. the potential effect that the issue of the New Securities will have on the control of Cromwell and the consequences of that effect, will depend on a number of factors, including investor demand under the Entitlement Offer.

As at the date of this notice, Redefine Properties Limited (Redefine Properties) and Redefine Australian Investments Limited (RAIL, and together with Redefine Properties, Redefine), together a substantial holder of existing Cromwell stapled securities, collectively hold approximately 26.2% of Cromwell's total stapled securities on issue. Redefine has provided a commitment to Cromwell that it will participate in the Equity Raising in the following manner:

  • i. Redefine Properties will participate in the Placement to the extent necessary to maintain Redefine's current proportionate interest in Cromwell (of approximately 26.2%) and will also take up its full entitlement under the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ); and

  • ii. RAIL will take up its entitlement in full under the Institutional Entitlement Offer.

The Entitlement Offer is structured as a pro-rata issue. Following the conclusion of all components of the Equity Raising and having regard to the above, the issue is not expected to have any material effect or consequence on the control of Cromwell.

Yours faithfully CROMWELL CORPORATION LIMITED CROMWELL PROPERTY SECURITIES LIMITED

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NICOLE RIETHMULLER COMPANY SECRETARY

CONFIDENTIAL

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