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INGENIA COMMUNITIES GROUP Capital/Financing Update 2016

Jun 13, 2016

65125_rns_2016-06-13_06cfa127-331a-45b9-ae81-64ce830aa2bc.pdf

Capital/Financing Update

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ASX / Media Release
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14 June 2016

Ingenia to acquire four Lifestyle Parks underpinned by underwritten $60 million equity raising

Highlights:

  • Acquisition of four Lifestyle Parks for $59.2 million in key Metro and Coastal locations – three under conditional contract with negotiations well advanced on the fourth

  • Earnings accretive from deployment of capital raising proceeds

  • Includes strategic acquisition of last A-Grade freehold caravan park in Sydney and significant land bank

  • Adds 760 income producing sites in total – increases investment in Lifestyle Parks sector by circa 20%

  • Enhances development pipeline through additional 215 sites, including 190 in Sydney (STCA)

  • Acquisitions to be funded via fully underwritten Institutional Placement ($60 million)

  • Security Purchase Plan (non-underwritten) to be offered to all eligible Securityholders in Australia and New Zealand at an Offer Price of $2.80

Ingenia Communities Group (ASX:INA) today announced the acquisition of an additional four Lifestyle Parks to be financed via a $60 million Institutional Placement at an Offer Price of $2.80 per new security.

The Offer Price of $2.80 per new security represents:

  • 6.4% discount to the closing price of $2.99 at 10 June 2016

  • 6.0% discount to the 5 day VWAP of $2.98.

Level 9, 115 Pitt St, T 1300 132 946 Sydney NSW 2000, Australia E [email protected]

www.ingeniacommunities.com.au

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New securities issued via the Institutional Placement and Security Purchase Plan will be entitled to the FY16 final distribution of 4.9 cents per security, payable in September 2016.

Funds raised via the Institutional Placement will be fully allocated towards the acquisition of four Lifestyle Parks, with three under conditional contract and the fourth in advanced negotiations. Targeted settlement for the acquisitions is Q1 FY17, subject to satisfactory completion of due diligence and final Board approval.

The four Lifestyle Parks are quality, on-strategy parks which enhance Ingenia’s exposure to metropolitan and coastal locations. Combined, the acquisitions will add a total of 760 permanent, annual and short term sites and enhance the development pipeline through a further 215 development sites, including 190 sites in Sydney (STCA).

Ingenia CEO, Simon Owen, said the acquisitions are high quality parks that provide real scale to the Group as it builds out its portfolio of lifestyle and tourist parks in sought after East Coast locations.

“On full deployment of the capital raising we will have 30 Lifestyle Parks positioned in key metro and coastal markets with 4,475 permanent, annual and short term income generating sites.”

“The acquisition of the last A-Grade freehold caravan park in Sydney and an adjoining land bank capable of supporting 190 new homes is a transformational opportunity for Ingenia. It further strengthens our foothold in the tightly held Sydney market and enables the Group to build on the strong sales success we have experienced this year at our Stoney Creek community in Marsden Park”.

Details of the four acquisitions include:

  • Conditional contract exchanged for the purchase of a 5.1 hectare mixed-use park located in Sydney. The park includes an additional 10.4 hectares of adjoining land capable of supporting the development of circa 190 new manufactured homes

  • Conditional contract exchanged for the purchase of the 8.4 hectare Ocean Lake Caravan Park, situated in the Group’s NSW South Coast cluster

Level 9, 115 Pitt St, Sydney NSW 2000, Australia

T 1300 132 946 E [email protected]

www.ingeniacommunities.com.au

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  • Negotiations well progressed for the acquisition of a mixed-use freehold park situated on the NSW coast within an established cluster

  • Conditional contract exchanged for the acquisition of a mixed-use park in Hervey Bay on the Queensland Fraser Coast, establishing a new cluster in a strong tourism and retiree location.

In addition, Ingenia’s acquisition pipeline includes a substantial number of opportunities under exclusivity or active assessment comprising a mix of existing parks with redevelopment opportunity and some greenfield sites in key growth corridors.

Negotiations continue with the global investment and asset management group in relation to the DMF portfolio. In parallel, management has undertaken a wider sales process and several parties have submitted highly conditional offers subject to due diligence, ranging from individual assets through to the entire portfolio. Each offer will be assessed on its merits with a view to maximising value on the exit of this portfolio.

Moelis Australia Advisory Pty. Ltd., Morgans Corporate Limited and Petra Capital Pty Ltd are acting as Joint Lead Managers and Joint Underwriters to the Placement.

Further details on the acquisition and capital raising can be found in the Presentation lodged on the ASX today and via Ingenia’s website at (www.ingeniacommunities.com.au).

ENDS

For more information please contact Simon Owen Donna Byrne Chief Executive Officer Group Investor Relations Manager P 02 8263 0501 P 02 8263 0507 M 0412 389 339 M 0401 711 542 [email protected] [email protected]

Ingenia Communities Holdings Limited (ACN 154 444 925), Ingenia Communities Fund (ASRN 107 459 576) and Ingenia Communities Management Trust (ARSN 122 928 410). The Responsible Entity for each scheme is Ingenia Communities RE Limited (ACN 154 464 990) (AFSL415862).

Level 9, 115 Pitt St, Sydney NSW 2000, Australia

T 1300 132 946 E [email protected]

www.ingeniacommunities.com.au

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Acquisitions and Capital Raising
14 June 2016
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OCEAN LAKE CARAVAN PARK, SOUTH COAST, NSW

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EXECUTIVE SUMMARY
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Ingenia has actively built a significant portfolio of lifestyle and tourist parks concentrated in metropolitan and coastal locations

  • Owns and operates 26 Lifestyle Parks – over 3,700 permanent, annual and short-term sites, with 1,600 development sites

  • Eleven communities now in development mode with rapidly growing sales and settlements

Four additional acquisitions well advanced – purchase price $59.2 million

  • Adds 760 additional permanent, annual and short-term sites – increases income generating sites by 20%

  • Enhances development pipeline through addition of c.215 development sites, including c.190 sites in Sydney (STCA)

  • Strong underlying income with significant upside from development

  • Earnings accretive from deployment of capital raising proceeds

  • Completion of acquisitions expected first quarter FY17 (subject to final due diligence and Board approval)

Further opportunities under exclusivity or active assessment

  • Mix of existing parks with redevelopment opportunity and some greenfield sites in key growth corridors

Fully underwritten Institutional Placement to fund acquisitions with non-underwritten Security Purchase Plan (SPP) available to eligible Securityholders

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TRANSACTION HIGHLIGHTS
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Earnings accretion and increased exposure to Sydney

Acquisition of four quality Lifestyle Parks with attractive yields

Significantly increases income producing sites – adds 760 sites, giving Ingenia 4,475 permanent, annual and short term sites across 30 lifestyle parks

Acquisition of last A-Grade freehold caravan park in Sydney and significant land bank

Adds c.215 development sites, primarily located in Sydney, plus three year option over adjacent land in Sydney for further c.60 sites

Capitalises on Ingenia’s acquisition pipeline and builds scale in key markets

Accretive upon deployment with significant earnings upside as Sydney development opportunity realised (anticipated FY18)

Maintains acquisitions momentum pending DMF sale

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OVERVIEW OF THE CAPITAL RAISING
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  • ˃ Fully underwritten Institutional Placement to raise $60 million

Offer

  • ˃ Non-underwritten Security Purchase Plan offered to all eligible Securityholders in Australian and New Zealand

  • ˃ The Placement and Security Purchase Plan will be undertaken at an Offer Price of $2.80 per new security

Use of Proceeds

  • ˃ Funds raised by the Institutional Placement will be fully allocated to the acquisition of the four identified Lifestyle Parks

  • ˃ Post deployment, investment in Lifestyle Parks business will increase by circa 20%[1]

Four Acquisitions

  • Conditional contracts exchanged on three assets and negotiations advanced on remaining acquisition

  • Target settlement for acquisitions Q1 FY17

Issue price

  • ˃ New securities will be issued at $2.80 and rank pari passu with existing securities

  • ˃ FY16 final distribution of 4.9 cents per security (payable September 2016)

  • By value.

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IMPACT OF ACQUISITIONS
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  • ˃ Increases scale in Lifestyle Parks portfolio – grows Portfolio to 30 communities and increases numbers of sites by 20%

  • ˃ Continues growth in key metro and coastal target markets

  • ˃ Enhances development pipeline

  • Secures scarce site in tightly held Sydney market that will continue the success of Stoney Creek as it sells out

  • ˃ Significant opportunities to enhance yields through repositioning and active management

Permanent
sites
Annual
sites
Short-term
sites
Total sites New Development
Sites2
At 31 December 20151 1,611 639 1,465 3,715 1,626
Announced acquisitions 107 275 378 760 215
Total 1,718 914 1,843 4,475 1,841
  1. Proforma, including acquisitions settled post 31 December 2015. Excludes optioned land at Upper Coomera and Sydney Confidential Park which would add additional c.240 development sites.

  2. Forecast new development sites – 25 approved, 190 require council approval.

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ACQUISITIONS
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Ocean L ~~ake Caravan Park, Wallaga Lake, NSW~~ p6

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USE OF FUNDS
Acquisition of Confidential Park, Sydney, NSW
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  • Conditional contracts exchanged for the purchase of a 5.1 hectare established mixed-use park located in Sydney with existing strong operating cash flows

  • Adds to Ingenia’s existing Sydney cluster – Nepean, Sydney Hills, Rouse Hill and Stoney Creek

  • Acquisition also includes 10.4 hectares of adjacent land for development of c.190 new homes (STCA), with sales anticipated to generate revenue from FY18

  • Option also secured to acquire additional four hectares of land to support development of a further 60 homes (STCA) – exercisable in three years (at $6.6 million)

  • Extends development pipeline in a key growth corridor with potential for strong sales velocity and development margins

Acquisition metrics
Purchase price – existing park $16.5m
Purchase price – additional land $16.5m
Ingoing yield (existing park) ~8%
Purchase price per site ~$89,000
Number of sites
Permanent sites 37
Short term sites 143
Development sites(STCA) ~190
Total sites (on completion) ~370 Stoney Creek, Marsden Park, NSW

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EXPANDING IN NSW SYDNEY CLUSTER
Market characteristics
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Market characteristics*

  • Sydney has a large and growing population – currently 4.7 million people

  • Sydney median house price c. $1m

  • Builds presence in the attractive North West Growth Corridor

  • Existing knowledge of market through strongly performing project in Marsden Park – 39 homes settled in FY16 to date

  • Potential to generate attractive development margins and sales rate

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Stoney Creek Estate, Marsden Park (Sydney)

  • Source: Planning and Environment, NSW.

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SYDNEY MHE MARKET
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Sydney Market Characteristics

  • 1.13 million people over 55 living in Greater Sydney (24% of the population)

  • There are 349 DMF style villages operating in Sydney

  • But only 13 MHE or mixed-use parks operate in Sydney (Ingenia own four plus a confidential park under contract)

  • Only three MHE’s are selling new homes in the Sydney market with Ingenia’s Stoney Creek nearly sold out with strong recent sales

  • Success of Antegra and Stoney Creek demonstrate the strong demand in the Sydney region

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Antegra Leppington [1]
Confidential Park
Antegra Estate has 225 homes and
development sites in Sydney’s South-West
Growth Corridor
Rouse Hill Sydney Hills
Stoney Creek  Estimated 120 homes remaining
Nepean
 2 bedroom homes: $470,000 - $530,000
 3 bedroom homes: $535,000 - $620,000
 Sales rate approx. 8 homes a month
1 Privately owned former caravan park.
25km 10km
50km
Antegra Estate
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USE OF FUNDS
Acquisition of Ocean Lake Caravan Park, NSW South Coast
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Ocean Lake Caravan Park, Wallaga Lake, NSW

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Conditional contract exchanged for the purchase of Ocean Lake Caravan Park, an 8.4 hectare lifestyle and tourist park located at Wallaga Lake, NSW

  • Situated within the Group’s South Coast Cluster, which includes BIG4 Lake Conjola and BIG4 Broulee Beach

Offers immediate earnings accretion at an attractive yield as well as significant reconfiguration opportunities and potential for future conversion to permanent sites

Annuals and permanents represent over 50% of revenue, providing earnings stability

Acquisition metrics
Purchase price $9.2m
Target stabilised yield ~10%
Purchase price per site ~$36,000
Number of existing sites
Permanent sites 40
Annual sites 124
Tourist cabins 26
Camp and powered sites 64
Total sites 254

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EXPANDING IN NSW SOUTH COAST CLUSTER
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Chatsbury Gardens
BIG4 Lake Conjola
BIG4 Broulee Beach
Ocean Lake Caravan Park
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USE OF FUNDS
Acquisition of Confidential Park, NSW Coast
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Acquisition metrics
Purchase price $7.5m
Total sites (incl. DA approved sites) ~200
Target stabilised yield ~8%
Purchase price per site ~$37,000
  • Negotiations well progressed for acquisition of mixed-use freehold park located on the NSW Coast

  • Situated within an established cluster and consisting of existing income producing sites with upside through development

  • Majority of existing sites are annuals, providing recurring cashflows

  • Offers immediate earnings accretion with potential for further yield improvement and development profits from approved sites

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Waterfront Cabins at Conjola Lakeside, NSW South Coast
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USE OF FUNDS
Acquisition of Confidential Park – Fraser Coast
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  • Conditional contract exchanged for acquisition of mixed-use park in Hervey Bay on the Queensland Fraser coast

Establishes a new cluster in an area renowned for its beaches, whale watching and rainforest habitat. It is serviced by a large airport and is a key access point for Fraser Island

  • The Park represents Ingenia’s fourth lifestyle community in Queensland

  • Immediately earnings accretive from existing rental yields with potential to reconfigure to enhance returns

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Acquisition metrics
Purchase price
1
$9.5m
Target stabilised yield ~9%
Purchase price per site ~$57,000
Number of existing sites
Permanent sites 7
Short term sites 142
Total sites 149
  1. Includes separately titled land (approximately $1 million) which is expected to be sold and does not form part of the Park’s operations.

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ESTABLISHING A PRESENCE ON QLD FRASER COAST
Market characteristics
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Jefferis Gardens
Confidential Park
Fraser Island
BIG4 Noosa
Forest Lake
Marsden Gardens
Bethania
Chambers Pines
Upper Coomera
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Market characteristics[1]

  • Tourism and Events Queensland are poised for growth in coming years, with a drive to almost double direct overnight tourism expenditure in the Fraser Coast

  • The Fraser Coast attracts an average of 630,000 domestic overnight visitors

  • Fraser Coast domestic overnight visitors stayed for an average of over 2.5 million nights

  • The Fraser Coast’s domestic overnight visitors spent over $310 million

  • Caravan park and commercial camping ground accommodation represented an average of 23% of domestic visitor nights

QLD Fraser Coast Domestic Visitor Market (000's)[2]

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3,000
2,500
2,000
1,500
1,000
500
0
2010/11 2011/12 2012/13 2013/14 2014/15
Domestic Overnight Visitors Domestic Overnight Visitor Nights
1. Tourism and Events Queensland. 2. Tourism Research Australia.
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BUSINESS UPDATE

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White Albatross Holiday Park, Nambucca Heads, NSW
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RAPID GROWTH IN LIFESTYLE PARKS
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  • Ingenia has rapidly built a significant lifestyle parks business with a focus on key metropolitan and coastal locations

  • Announced acquisitions and increased development capacity will drive ongoing growth

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30 LIFESTYLE PARKS (POST
ANNOUNCED ACQUISITIONS)
NT
4,475 INCOME PRODUCING SITES
1,840 DEVELOPMENT SITES
QLD [9]
Portfolio location
SA
(by value)
WA [9] 36
NSW
Metro,
40% Coastal,
50%
LIFESTYLE PARKS RENTAL VILLAGES 10
VIC
SETTLERS VILLAGES
Regional,
10%
Note: Excludes Upper Coomera option land. TAS [5]
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DEVELOPMENT AND SALES UPDATE
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  • Continuing momentum in sales as key developments become established

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Development pipeline
(No. sites)
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  • Development now underway across eleven communities

  • 130 net sales; 98 settlements at 31 May 2016

  • Targeting 150+ settlements in FY17

  • Acquisition of Confidential Park Sydney provides opportunity to develop high margin homes from FY18

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Regional, 15%
Coastal, 26%
Metro, 59%
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Includes announced acquisitions. Excludes Upper Coomera option land.

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New homes at Chain Valley Bay, NSW
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DMF UPDATE
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Ingenia continues its strategy to sell down DMF portfolio

  • ˃ Negotiations continue with the global investment and asset management group in relation to the DMF portfolio

  • ˃ Parties negotiating for the sale of the majority of the portfolio

  • ˃ Consideration currently at a modest discount to book value

  • ˃ Ingenia proposing to retain a minority interest in properties sold and provide ongoing transitional management support

  • ˃ Together with stock monetisation the transaction has the potential to release significant capital for reinvestment in lifestyle parks

  • ˃ The portfolio is continuing to perform well, with 13 homes sold since December 2015

  • ˃ In parallel management has undertaken a wider sales process

  • ˃ Several parties have submitted offers, ranging from individual assets to the entire portfolio

  • ˃ All offers are highly conditional and are subject to due diligence

  • ˃ Each offer is being reviewed on its merits with a view to maximising value on the exit of this portfolio

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DISTRIBUTIONS GROWING
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  • Final distribution for FY16 of 4.9 cps, full year distribution of 9.1 cps

  • Represents annual distribution growth of 12%

  • Distribution growth balanced with reinvestment into accretive acquisitions and development

  • Remain committed to continuing distribution growth

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Distributions (cps) [1]
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12%
$0.055 growth
17%
$0.050
15%
growth
$0.045 growth
$0.040
$0.035 9.1cps
$0.030 8.1cps
$0.025
6.9cps
$0.020
6.0cps
$0.015
$0.010
$0.005
$-
FY13 FY14 FY15 FY16
Interim Distribution ($) Final Distribution ($)
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  1. Post Consolidation basis

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CAPITAL RAISING
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BIG4 B ~~roulee Beach, Broulee, NSW~~

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DETAILS OF THE OFFER
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Fully underwritten Institutional Placement of approximately 21.4 million securities to raise $60 million Capital > Non-underwritten Security Purchase Plan (SPP) of up to $15,000 per Securityholder to be offered to eligible Raising Securityholders in Australia and New Zealand Use of > Proceeds from Institutional Placement will be fully allocated to funding Lifestyle Park acquisitions Proceeds > Placement to institutional and sophisticated investors of approximately 21.4 million securities at an Offer Price of $2.80 Institutional per new security to raise $60 million Placement > New securities issued under the Placement will be fully paid and rank equally with existing Ingenia securities > Non-underwritten SPP to eligible securityholders for up to $15,000 of new securities at the Offer Price > Record Date of 10 June 2016 Security Purchase > SPP issue price equal to Institutional Placement price Plan (SPP) > New securities issued pursuant to the SPP will be fully paid and rank equally with existing Ingenia securities > Further information regarding the SPP will be provided to eligible securityholders in Australia and New Zealand > The Offer Price of $2.80 per new security represents: Offer Price > 6.4% discount to the closing price of $2.99 on 10 June 2016 > 6.0% discount to the 5 day VWAP of $2.98

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KEY FINANCIAL METRICS
Capacity remains for further growth
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Pro Forma
(Dec 15)1
Capital
Raising
(Institutional
Placement)
Identified
Acquisitions
(Four assets)
Fully
deployed
Net investment property ($ million)2 489.8 - 63.1 552.9
Total assets ($ million) 743.8 - 63.1 806.9
Net debt ($ million)3 175.8 (57.6) 63.1 181.3
Net assets ($ million) 349.8 57.6 - 407.4
Securities on issue (millions) 150.7 21.4 - 172.1
NAV per security ($) 2.32 2.69 - 2.37
LVR (%)4 38.0 25.5 - 34.7
Debt headroom ($ million)5 48.4 106.0 (63.1) 42.9

Note : Excludes any additional capital raised by the SPP.

  1. Pro forma balance sheet based on 31 December 2015 statutory results adjusted for acquisitions of South West Rocks and Broulee and debt drawn post 31 December 2015.

  2. Net of resident loans and lease liabilities.

  3. Drawn funds including bank guarantees and finance leases, less cash.

  4. LVR is Net Debt divided by secured assets under the debt facility.

  5. Debt headroom based on $225 million multilateral debt facility (credit approved facility subject to final documentation).

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INDICATIVE TIMETABLE
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Timetable
Date
Timetable
Date
Institutional Placement
Trading halt and announcement of Institutional Placement and SPP 14 June 2016
Announcement of completion of Institutional Placement and trading halt lifted 15 June 2016
Settlement of New Securities under the Institutional Placement 20 June 2016
Issue and trading of New Securities under the Institutional Placement on ASX 21 June 2016

This timetable is indicative only and subject to change. The Directors may vary these dates, in consultation with the Joint Lead Managers, subject to the Listing Rules. All references to dates and times are Sydney, Australia time.

Moelis Australia Advisory Pty. Ltd., Morgans Corporate Limited and Petra Capital Pty Ltd are acting as Joint Lead Managers and Joint Underwriters in relation to the Institutional Placement.

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IMPORTANT INFORMATION AND DISCLAIMER
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This presentation was prepared by Ingenia Communities Holdings Limited (ACN 154 444 925) and Ingenia Communities RE Limited (ACN 154 464 990) as responsible entity for Ingenia Communities Fund (ARSN 107 459 576) and Ingenia Communities Management Trust (ARSN 122 928 410) (together Ingenia Communities Group, Ingenia, INA or the Group). Ingenia’s stapled security, compromising of a unit in Ingenia Communities Fund, a unit in Ingenia Communities Management Trust and a share in Ingenia Communities Holdings Limited (Security), is quoted on the Australian Securities Exchange. Information contained in this presentation is current as at 14 June 2016. Ingenia reserves the right to withdraw or vary the timetable included in this presentation.

Not financial product advice

This presentation is provided for information purposes only and has been prepared without taking account of any particular reader's financial situation, objectives or needs. Nothing contained in this presentation constitutes investment, legal, tax or other advice or a recommendation to acquire securities. Accordingly, readers should, before acting on any information in this presentation, consider its appropriateness, having regard to their objectives, financial situation and needs, and seek the assistance of their financial or other licensed professional adviser before making any investment decision. The information in this presentation is provided for informational purpose only in relation to marketing to professional investors, sophisticated investors and wholesale clients (as those terms are defined in the Corporations Act 2001 (Cth)). Ingenia is not licensed to provide financial product advice in respect of the securities. Cooling off rights do not apply to the acquisition of the securities.

To the extent that general financial product advice in respect of the issue of Ingenia Communities Fund and/or Ingenia Communities Management Trust units as a component of the securities is provided in this presentation, it is provided by Ingenia Communities RE Limited and its related bodies corporate, and their associates will not receive any remuneration or benefits in connection with that advice. Directors and employees of Ingenia Communities RE Limited do not receive specific payments of commissions for the authorised services provided under its Australian Financial Services Licence. They do receive salaries and may also be entitled to receive bonuses, depending upon performance. Ingenia Communities RE Limited is a wholly owned subsidiary of Ingenia Communities Holdings Limited.

Not an offer

This presentation does not constitute an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, nor does it form the basis of any contract or commitment. This presentation is not a prospectus, disclosure document, or Product Disclosure Statement (as those terms are defined in the Corporations Act 2001 (Cth)) or other offering document under Australian law or any other law.

Summary information

The information in this presentation is subject to change and does not purport to be complete. It should be read in conjunction with the Group’s periodic and continuous disclosure requirements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. Information in this presentation is subject to change from time to time.

No liability

To the maximum extent permitted by law, no representation or warranty, express or implied, is made as to the fairness, currency, reliability, accuracy or completeness of the information, opinions and conclusions, or as to the reasonableness of any assumption, contained in this presentation. By reading this presentation and to the extent permitted by law, the reader is deemed to release each entity in the Group and its affiliates, and any of their respective directors, officers, employees, agents, representatives or advisers from any liability (including, without limitation, in respect of direct, indirect or consequential loss or damage or loss or damage arising by negligence) arising in relation to any reader relying on anything contained in or omitted from this presentation.

Forward looking statements

This presentation contains forward looking statements with regard to the financial condition, results of operations and business of the Group and certain plans, strategies and objectives of the management of the Group, including distribution guidance and the results and use of proceeds of the offer of securities described in this presentation. Forwards-looking statements can generally be identified by use of words such as “may”, “should”, “could”, “foresee”, “plan”, “aim”, “will”, “expect”, “intend”, “project”, “estimate”, “anticipate”, “believe”, “forecast” or “continue” or similar expressions.

These forward looking statements included in this presentation involve subjective judgment and analysis and are subject to significant uncertainties, known and unknown risks, contingencies and changes without notice, many of which are outside the control of, and are unknown to, the Group as are statements about market and industry trends, which are based on interpretations of current market conditions. In particular, they speak only as of the date of these materials, they assume the success of the Group’s business strategies, and they are subject to significant regulatory, business, competitive and economic uncertainties and risks, certain of which are summaries in Appendix 2: Risk factors. Actual future events may vary materially from forward looking statements and the assumptions on which those statements are based. Given these uncertainties, readers are cautioned not to place undue reliance on such forward looking statements. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Should one or more of the risks or uncertainties materialise, or should underlying assumptions provide incorrect, there can be no assurance that actual outcomes will not differ materially from these statements. To the fullest extent permitted by law, Ingenia and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

Past Performance

Past performance information given in this presentation is given for illustration purposes only and should not be relied upon as (and is not) an indication of future performance. Actual results could differ materially from those referred to in this presentation.

Foreign Jurisdictions

Please see Appendix 1: Foreign jurisdictions for information about specific foreign jurisdictions.

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APPENDICES
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New ho ~~mes, Chain Valley Bay, NSW~~

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APPENDIX 1
Foreign jurisdictions
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This document does not constitute an offer of new Securities of the Group in any jurisdiction in which it would be unlawful. New Securities may not be offered or sold in any country outside Australia and New Zealand except to the extent permitted below.

Hong Kong

WARNING: This document has not been, and will not be, authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Stapled Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Stapled Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Stapled Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Stapled Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Stapled Securities may not be circulated or distributed, nor may the New Stapled Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Stapled Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Stapled Securities have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

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APPENDIX 2
Risk factors
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This section discusses some of the key risks associated with an investment in Ingenia. A number of risks and uncertainties may adversely affect the operating and financial performance or position of Ingenia and in turn affect the value of Ingenia securities. These include specific risks associated with an investment in Ingenia and general risks associated with any investment in listed securities. The risks and uncertainties described below are not an exhaustive list of the risks facing Ingenia. Potential investors should carefully consider whether the new securities offered in the Capital Raising are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risks set out below.

General Risks

General investment
risks
There are risks associated with any stock market investment including:
˃
The demand for Ingenia securities may increase or decrease and Ingenia securities may trade above or below the
Issue Price on the ASX;
˃
If Ingenia issues new securities, an existing Securityholder’s proportional interest in Ingenia may be reduced; and
˃
The market price of the securities may be affected by factors unrelated to the operating performance of Ingenia
such as stock market fluctuations and volatility and other factors that affect the market as a whole.
Macro-economic
risks
Changes to economic conditions in Australia and internationally, investor sentiment and international and local stock
market conditions, changes in fiscal, monetary and regulatory policies such as interest rates and inflation may impact
on the performance of Ingenia.
Liquidity Turnover of Ingenia securities can be limited and it may be difficult for investors to buy or sell large lines of securities at
market prices.
Legislative and
regulatory risks
Changes in laws, regulation and government policy may affect Ingenia’s business and therefore the returns Ingenia is
able to generate.
Tax implications Future changes to the Australian taxation law including changes in interpretation or application of the law by the courts
or taxation authorities in Australia may impact future tax liabilities. This in turn could impact the value or trading price of
Ingenia securities and the taxation treatment of an investment in Ingenia or the holding costs or disposal of its
securities.
Litigation Ingenia may, in the ordinary course of business, be involved in possible litigation disputes (such as environmental and
workplace health and safety, industrial disputes and legal claims or third party claims). A material litigation may
adversely affect the operational and financial results of Ingenia.

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APPENDIX 2
Risk factors
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S ecific Risks p

Business strategy
risk
Ingenia’s business strategy is focused on growing the Group’s cash yielding rental portfolio through acquisition,
development and increasing occupancy. Ingenia’s future growth is dependent on the successful execution of this strategy.
Any change or impediment to implementing this strategy may adversely impact on Ingenia’s operations and future
financial performance.
Acquisition risks Ingenia is undertaking due diligence on four target acquisitions that Ingenia expects to transact in coming months. Ingenia
also has a significant potential acquisition pipeline that it is pursuing to drive future growth of the business. There is no
guarantee that Ingenia will be able to execute all current or future acquisitions.
Sale of DMF portfolio Ingenia remains committed to divesting the non-core Settlers portfolio. Until a signed unconditional contract is in place,
the quantum and timing of proceeds to be returned from divestment of the portfolio may change.
Funding risk Ingenia’s ability to successfully execute its current growth strategy is dependent on Ingenia’s ability to secure funding at
commercial rates, as required. There is no guarantee that Ingenia will be able to maintain debt or equity at rates that make
this growth strategy attractive.
Development risk Ingenia has a large land and property development pipeline. Such projects have a number of risks including (but not
limited to): delays or issues around planning, application and regulatory approvals; development cost overruns;
environmental costs; project delays; issues with building and supply contracts; expected sales prices or timing of expected
sales or settlements not achieved.
A sustained downturn in the commercial, retail, industrial and/or residential property markets due to deterioration in the
economic climate could result in reduced development profits through lower selling prices or delays in achieving sales.
Personnel risk The ability of Ingenia to successfully deliver on its business strategy is dependent on retaining key employees of Ingenia.
The loss of senior management or other key personnel could adversely impact on Ingenia’s business and financial
performance.
Property valuations Factors affecting property valuations include capitalisation and discount rates, the economic growth outlook, land
resumptions and releases and major infrastructure projects. Such impacts on property valuations may lead to variations in
the valuation of Ingenia.

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APPENDIX 2
Risk factors
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Specific Risks

Homeowner
turnover
The DMF model requires the new homeowners to purchase existing homes in Ingenia’s portfolio on the exit of existing
homeowners before Ingenia can realise its DMF receipts. This causes the cashflows of the DMF business to be lumpy
and any reduction to homeowner turnover will delay the collection of cash by Ingenia and therefore adversely impact
operating cashflow.
Inflation rates Higher than expected inflation rates could lead to increased development and/or operating costs. If such increased
costs cannot be offset by increased selling prices or rent, this could impact Ingenia’s future financial performance.
Rental Assistance The_Social Security Act 1991_(Cth) provides rental assistance for many properties which form part of Ingenia’s asset
portfolio. Any change to this legislation could result in a reduction in demand for these products and therefore impact
Ingenia’s business.
Asset impairment
risk
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. Changes to the carrying amounts of assets could have an adverse impact on the reported financial
performance of Ingenia.
Accounting
standards
Changes to accounting standards may affect the reported earnings of Ingenia from time to time. Any changes to the
valuation metrics used by property valuers may adversely impact Ingenia’s reported earnings.
Financial leverage Ingenia currently has bank debt which contains certain covenants in relation to the loan. Any breach to financial
covenants could result in the early enforced repayment of debt. Such repayment could incur capital losses if assets
need to be sold in a short period or securityholders may be diluted if equity needs to be raised at large discounts.
Increased
competition
Ingenia has done significant work in collating a comprehensive database of Lifestyle Parks and caravan parks used to
identify potential acquisitions. This provides Ingenia with a competitive advantage however any competition for targeted
acquisitions could impact on their ability to achieve the returns required to transact.
Future developments that compete with Ingenia’s existing portfolio could impact on Ingenia’s current business and
financial performance.
Distributions Future distributions and franking levels for Ingenia securities will be determined by the Directors having regard to the
operating results, future capital requirements, bank debt covenants and the financial position of Ingenia. There can be
no guarantee that Ingenia will continue to pay distributions or distributions at the current level.

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