INGENIA COMMUNITIES GROUP — Capital/Financing Update 2017

May 11, 2017

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	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)).

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
1

2 Number of+securities issued or to be issued (if known) or maximum number which may be issued

1. 12,307,692 new Stapled Securities pursuant to the institutional placement (Placement); 2. 206,617 new Stapled Securities pursuant to the early retail component of the accelerated non-renounceable pro-rata entitlement offer announced to ASX on 3 May 2017 (Early Retail Entitlement Offer); 3. 12,232,974 new Stapled Securities pursuant to the institutional component of the accelerated non-renounceable pro- rata entitlement offer announced to ASX on 3 May 2017 (Institutional Entitlement Offer); and 4. Approximately 3,733,364 new Stapled Securities under the retail component of the Entitlement Offer (other than the early retail component of the Entitlement Offer) announced to ASX on 3 May 2017 (Retail Entitlement Offer). The exact number of Stapled Securities to be issued under the retail component of the Entitlement Offer (other than the early retail component of the Entitlement Offer) is still to be finalised, together theEquity Raising.

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)	The new Stapled Securities will be on the same terms as existing Ingenia Stapled Securities.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
2

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 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)	Yes
	$2.60 per new Stapled Security
	The proceeds of the Equity Raising will be used for the acquisition of five lifestyle communities and development working capital purposes.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
3

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. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	15 May 2017 for new Stapled Securities issued under the Placement, the Early Retail Entitlement Offer and Institutional Entitlement Offer. 31 May 2017 for the Retail Entitlement Offer.
	Number	+Class
	206,383,151 After the completion of the Equity Raising (based on the number of Stapled Securities on issue on 15 May 2017 and the number of Stapled Securities to be issued under the Retail Entitlement Offer, subject to the effects of rounding).	Fully paid Stapled Securities

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
4

• Number Class 9 Number and +class of all 699,746 Unlisted
  Long
  Term +securities
  not
  quoted
  on
  ASX Incentive
  Plan
  Rights ( including the +securities in section
  2
  if
  applicable) 122,850 Unlisted
  Short
  Term Incentive
  Plan
  Rights 10 Dividend
  policy
  (in
  the
  case
  of
  a No
  change trust,
  distribution
  policy)
  on
  the increased
  capital
  (interests)

**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 18 Names of countries in which the 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.	No.
	Non-renounceable.
	1 new Stapled Security for every 11 Stapled Securities held on the Entitlement Offer record date.
	Stapled Securities
	7pm on 5 May 2017
	No
	When fractions arise in the calculation of entitlements, they will be rounded down to the nearest whole number.
	All countries other than Australia or New Zealand and any other jurisdictions into which it is decided to make offers.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
5

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 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)	5pm (AEST) on 4 May 2017 (Institutional Entitlement Offer close). 5pm (AEST) on 11 May 2017 (Early Retail Entitlement Offer close). 5pm (AEST) on 24 May 2017 (Retail Entitlement Offer close).
	Morgans Corporate Limited ABN 32 010 539 607, Petra Capital Pty Ltd ABN 95 110 952 782 and Moelis Australia Advisory Pty Ltd ACN 142 008 446.
	3% of the proceeds of the Entitlement Offer and the Placement.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	10 May 2017
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
6

• 30 How
  do
  security
  holders
  sell
  their Not
  applicable. entitlements in
  full through
  a broker?

• 31 How
  do
  security
  holders
  sell part of Not
  applicable. their
  entitlements
  through
  a
  broker and
  accept
  for
  the
  balance?

• 32 How
  do
  security
  holders
  dispose
  of Not
  applicable. their
  entitlements
  (except
  by
  sale through
  a
  broker)?

• 33 +Issue
  date Refer
  to
  Item
  7
  of
  this
  Appendix
  3B.

**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

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
7

37

[A
copy
of
any
trust
deed
for
the
additional
][+][securities
]

**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) +

• Number Class

• 42 Number
  and[+] class
  of
  all[+] securities quoted
  on
  ASX
  ( including the +securities
  in
  clause
  38)

**Quotation

agreement**

• • 1 Quotation
    of
    our
    additional securities
    is
    in
    ASX’s
    absolute
    discretion.

ASX
may quote
the[+] securities
on
any
conditions
it
decides.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

• 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:
12
May
2017

• See
  chapter
  19
  for
  defined
  terms.

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
Page
10

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
Insertnumber 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]

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
11

**Part

2**

Part 2	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
Insertnumber 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.

Appendix
3B
Page
12

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.

Appendix
3B
Page
13