INGENIA COMMUNITIES GROUP — Capital/Financing Update 2016

Jul 6, 2016

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
01/07/96
Origin:
Appendix
5
Amended
01/07/98,
01/09/99,
01/07/00,
30/09/01,
11/03/02,
01/01/03,
24/10/05,
01/08/12, 04/03/13

Name
of
entity

**Ingenia

Communities
Group
(Ingenia)**

comprising
Ingenia
Communities
Holdings
Limited
( Company ),
Ingenia
Communities
Management Trust
( Trust )
and
Ingenia
Communities
Fund
( Fund )

ABN

ACN
154
444
925
(Company) ARSN
122
928
410
(Trust) ARSN
107
459
576
(Fund)

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	Fully paid Ingenia stapled securities (each comprising of one ordinary share in the Company, one ordinary unit in the Trust and one ordinary unit in the Fund (each aStapled Security)).
	As described in documents lodged with ASX on 14 June 2016: 1. 21,428,571 Stapled Securities issued under an institutional placement to certain professional and sophisticated investors (Placement) as outlined in the announcement to ASX on 14 June 2016; and 2. 598,833 Stapled Securities issued as a result of the vesting of Performance Quantum Rights. (PQRs).

• See
  chapter
  19
  for
  defined
  terms.

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3 Principal terms of the+securities (e.g. 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+issue date 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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	The new Stapled Securities were issued on the same terms as existing Ingenia Stapled Securities.
	Yes, the new Stapled Securities will rank equally with existing Ingenia Stapled Securities on issue.
	1. $2.80 per new Stapled Security; and 2. Nil
	1. The proceeds from the Placement will be used for the purpose of funding Lifestyle Park acquisitions. 2. There are no proceeds being raised from the issue of shares as a result of the vesting of PQRs.
	No
	Not applicable.

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6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	1. 21 June 2016 2. 1 July 2016.

• See
  chapter
  19
  for
  defined
  terms.

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8 Number and +class of all +securities quoted on ASX (including_the+securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	172,754,288	Fully paid Stapled Securities
	Number	+Class
	451,314 76,548	Unlisted Long Term Incentive Plan Rights Unlisted Short Term Incentive Plan Rights
	No change

**Part

2
-­‐
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? 17 Policy for deciding entitlements in relation to fractions	Not applicable.
	Not applicable. Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

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• 18 Names
  of
  countries
  in
  which
  the Not
  applicable. entity
  has
  security
  holders
  who
  will not
  be
  sent
  new
  offer
  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 Not
  applicable. acceptances
  or
  renunciations

• See
  chapter
  19
  for
  defined
  terms.

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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 offer documents will be sent to persons entitled 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?	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

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3B
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• 32 How
  do
  security
  holders
  dispose
  of their
  entitlements
  (except
  by
  sale through
  a
  broker)?

Not
applicable.

• 33 +Issue
  date

Not
applicable.

**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) R +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

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

• 36 +[If
  the
  ] securities
  setting
  out
  the
  number
  of
  holders
  in
  the
  categories[+][securities
  are
  ][+][equity
  securities,
  a
  distribution
  schedule
  of
  the
  additional
  ] 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.

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7

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+issue date 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) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)
	Number	+Class

• See
  chapter
  19
  for
  defined
  terms.

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3B
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**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
is
not
available
now,
we
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.

Sign
here: Company
Secretary Print
name: Leanne
Ralph

Date:
11
July
2016

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
9

**Appendix

3B
–
Annexure
1**

**Calculation

of
placement
capacity
under
rule
7.1
and
rule 7.1A
for
eligible
entities**

Introduced
01/08/12
Amended
04/03/13

**Part

1**

Rule
7.1
–
Issues
exceeding
15%
of
capital

_**Step

1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated**_

Insert number
of
fully
paid[+] ordinary
securities on
issue
12
months
before
the[+] issue
date
or date
of
agreement
to
issue

Add the
following:

• Number
  of
  fully
  paid[+] ordinary
  securities issued
  in
  that
  12
  month
  period
  under
  an exception
  in
  rule
  7.2

• Number
  of
  fully
  paid[+] ordinary
  securities issued
  in
  that
  12
  month
  period
  with shareholder
  approval

• Number
  of
  partly
  paid[+] ordinary
  securities that
  became
  fully
  paid
  in
  that
  12
  month period

Note:

• Include
  only
  ordinary
  securities
  here
  –
  other classes
  of
  equity
  securities
  cannot
  be
  added

• Include
  here
  (if
  applicable)
  the
  securities
  the subject
  of
  the
  Appendix
  3B
  to
  which
  this form
  is
  annexed

• It
  may
  be
  useful
  to
  set
  out
  issues
  of securities
  on
  different
  dates
  as
  separate
  line items

Subtract the
number
of
fully
paid[+] ordinary securities
cancelled
during
that
12
month period

“A”

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
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==> picture [415 x 638] intentionally omitted <==

----- Start of picture text -----

Step
2:
Calculate
15%
of
“A”
“B”
0.15
[Note:
this
value
cannot
be
changed]
Multiply
“A”
by
0.15
Step
3:
Calculate
“C”,
the
amount
of
placement
capacity
under
rule
7.1
that
has
already
been
used
Insert
number
of
[+] equity
securities
issued
or
agreed
to
be
issued
in
that
12
month
period
not
counting
those
issued:
•
Under
an
exception
in
rule
7.2
•
Under
rule
7.1A
•
With
security
holder
approval
under
rule
7.1
or
rule
7.4
Note:
•
This
applies
to
equity
securities,
unless
specifically
excluded
–
not
just
ordinary
securities
•
Include
here
(if
applicable)
the
securities
the
subject
of
the
Appendix
3B
to
which
this
form
is
annexed
•
It
may
be
useful
to
set
out
issues
of
securities
on
different
dates
as
separate
line
items
“C”
Step
4:
Subtract
“C”
from
[“A”
x
“B”]
to
calculate
remaining
placement
capacity
under
rule
7.1
“A”
x
0.15
Note:
number
must
be
same
as
shown
in
Step
2
Subtract
“C”
Note:
number
must
be
same
as
shown
in
Step
3
Total
[“A”
x
0.15]
–
“C”
[Note:
this
is
the
remaining
placement
capacity
under
rule
7.1]
----- End of picture text -----

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
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11

**Part

2**

Rule
7.1A
–
Additional
placement
capacity
for
eligible
entities

Step
1:
Calculate
“A”,
the
base
figure
from
which
the
placement
capacity
is calculated “A” Note:
number
must
be
same
as
shown
in
Step
1 of
Part
1

_**Step

2:
Calculate
10%
of
“A”**_

“D” 0.10 Note:
this
value
cannot
be
changed Multiply “A”
by
0.10

Step
3:
Calculate
“E”,
the
amount
of
placement
capacity
under
rule
7.1A
that
has already
been
used

Insert number
of[+] equity
securities
issued
or agreed
to
be
issued
in
that
12
month
period under
rule
7.1A

Notes:

• This
  applies
  to
  equity
  securities
  –
  not
  just ordinary
  securities

• Include
  here
  –
  if
  applicable
  –
  the
  securities the
  subject
  of
  the
  Appendix
  3B
  to
  which
  this form
  is
  annexed

• Do
  not
  include
  equity
  securities
  issued
  under rule
  7.1
  (they
  must
  be
  dealt
  with
  in
  Part
  1), or
  for
  which
  specific
  security
  holder approval
  has
  been
  obtained

• It
  may
  be
  useful
  to
  set
  out
  issues
  of securities
  on
  different
  dates
  as
  separate
  line items

“E”

• See
  chapter
  19
  for
  defined
  terms.

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Step 4: Subtract “E” from [“A” x “D”] to under rule 7.1A	calculate remaining placement capacity
“A” x 0.10 Note: number must be same as shown in Step 2
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	Note: this is the remaining placement capacity under rule 7.1A

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
13