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CROMWELL PROPERTY GROUP — M&A Activity 2020
Oct 8, 2020
64673_rns_2020-10-08_061d3374-6a0b-48d7-a393-b4f27dcfe971.pdf
M&A Activity
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Level 24 Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia www.abl.com.au
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9 October 2020
By electronic lodgement
Your Ref
Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
File No. 021908117
Contact Scott Phillips Direct 61 2 9226 7253 [email protected]
Partner
Jeremy Leibler Direct 61 3 9229 9744 [email protected]
Variation of Proportional Offer
We act for ARA Real Estate Investors 28 Limited ( ARA BidCo ), a wholly owned subsidiary of ARA Asset Management Holdings Pte. Ltd. (together with their controlled entities, the ARA Group ).
On 17 August 2020, ARA BidCo lodged a replacement bidder’s statement in relation to its off-market proportional offer to acquire 29% of the stapled securities not currently owned by the ARA Group in Cromwell Property Group, comprising Cromwell Corporation Limited and Cromwell Diversified Property Trust, for which the responsible entity is Cromwell Property Securities Limited (together, Cromwell ).
On behalf of ARA BidCo, we enclose a notice pursuant to section 650D(1) of the Corporations Act 2001 (Cth) dated 9 October 2020 which has been lodged with the Australian Securities and Investments Commission and will be given to Cromwell and to each person to whom the Proportional Offer was made.
Yours sincerely
Arnold Bloch Leibler
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Scott Phillips Partner
Jeremy Leibler Partner Enc
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Partners Mark M Leibler AC Henry D Lanzer AM Joseph Borensztajn AM Leon Zwier Philip Chester Ross A Paterson Stephen L Sharp Kenneth A Gray Kevin F Frawley Zaven Mardirossian Jonathan M Wenig Paul Sokolowski Paul Rubenstein Peter M Seidel John Mitchell Ben Mahoney Jonathan Milner John Mengolian Caroline Goulden Matthew Lees Genevieve Sexton Jeremy Leibler Nathan Briner Jonathan Caplan Justin Vaatstra Clint Harding Susanna Ford Tyrone McCarthy Teresa Ward Christine Fleer Jeremy Lanzer Bridget Little Gia Cari Jason van Grieken Elyse Hilton Jonathan Ortner Stephen Lloyd Scott Phillips Gavin Hammerschlag Consultant Jane C Sheridan Special Counsel Sam Dollard Laila De Melo Damien Cuddihy Zoe Chung Emily Simmons Senior Associates Liam Thomson Bridgid Cowling Brianna Youngson Rebecca Zwier Kaitilin Lowdon Lara O'Rorke Stephanie Campbell Claire Stubbe Briely Trollope Laura Cochrane Dorian Henneron Rachel Soh Greg Judd Ben Friis-O'Toole Elly Bishop Liam Cavell Raphael Leibler Gabriel Sakkal Peter Scott Mark Macrae David Monteith Elyse Moore Rebekah French Gisella D’Costa Lisa Garson Vidushee Deora Luke Jedynak Emily Korda Jenny Leongue Chris Murphy Gabrielle Piesiewicz Michael Repse Anna Sapountsis Jessica Thrower
ABL/8344125v1
NOTICE OF VARIATION OF OFFER
EXTENSION OF OFFER PERIOD - PURSUANT TO SECTION 650D(1) OF THE CORPORATIONS ACT 2001 (CTH)
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To : Australian Securities and Investments Commission ( ASIC );
- ASX Limited (ABN 98 008 624 691) ( ASX );
Cromwell Property Group, comprising Cromwell Corporation Limited (ABN 44 001 056 980) and Cromwell Diversified Property Trust (ARSN 102 982 598), for which the responsible entity is Cromwell Property Securities Limited ( Cromwell ); and
Each person to whom Proportional Offers were made by ARA BidCo
This notice is given under section 650D(1) of the Corporations Act 2001 (Cth) ( Corporations Act ) ( Notice ) by ARA Real Estate Investors 28 Limited ( ARA BidCo ) in relation to its off-market proportional offer to acquire 29% of the stapled securities in Cromwell not currently owned by ARA BidCo or its controlled entities (together, ARA Group ) ( Proportional Offer ).
The Proportional Offer is contained in ARA BidCo’s replacement bidder’s statement dated 17 August 2020 ( Replacement Bidder’s Statement ), as supplemented by the notice given by ARA BidCo pursuant to section 650D(1) of the Corporations Act on 17 September 2020 ( Previous Notice ).
Unless otherwise defined in this Notice, terms defined in the Replacement Bidder’s Statement have the same meaning in this Notice.
Notice of variation pursuant to section 650D(1) of the Corporations Act
ARA BidCo hereby gives notice that it varies the Proportional Offer by:
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extending the Offer Period, so that the Proportional Offer will now close at 7:00pm Sydney time on Monday, 2 November 2020 (instead of 9 October 2020), unless further extended in accordance with the Corporations Act;
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substituting the date “2 November 2020” for the date “21 September 2020” in all places in the Replacement Bidder’s Statement and Acceptance Form and in all other instances where the date “21 September” appears as the closing date of the Proportional Offer; and
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substituting the date “2 November 2020” for the date “9 October 2020” in all the places in the Previous Notice and in all other instances where the date “9 October 2020” appears as the closing date of the Proportional Offer.
Date and ASIC disclaimer
A copy of this Notice was lodged with ASIC on 7 October 2020. 9
ASIC takes no responsibility for the contents of this Notice.
Authorisation
This Notice has been approved by a resolution passed by the directors of ARA BidCo.
Signed for and on behalf of ARA BidCo by:
Moses K Song Director
9 Dated 7 October 2020 9