INGENIA COMMUNITIES GROUP — Capital/Financing Update 2017

Mar 19, 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 Stapled
  Securities be
  issued

• 2 Number
  of[+] securities
  issued
  or
  to 851,076 be
  issued
  (if
  known)
  or
  maximum number
  which
  may
  be
  issued

• 3 Principal
  terms
  of
  the[+] securities As
  per
  other
  fully
  paid
  stapled
  securities (e.g.
  if
  options,
  exercise
  price
  and already
  quoted. expiry date; if partly paid +securities, the amount outstanding
  and
  due
  dates
  for payment; if +convertible securities,
  the
  conversion
  price and
  dates
  for
  conversion)

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
1

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	Yes, all securities will rank equally in respects with existing quoted stapled securities.
	$2.5850
	Securities were issued under the terms of the Group’s Distribution Reinvestment Plan for the interim distribution for the period ended 31 December 2016.
	No
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
2

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. 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.
	Not applicable.
	15 March 2017
	Number	+Class
	177,902,504	Stapled Securities

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
3

• 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. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters	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.

Appendix
3B
Page
4

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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date
	Not applicable.
	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.

Appendix
3B
Page
5

**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) +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
]

**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

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
6

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)

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
7

**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.

==> picture [90 x 53] intentionally omitted <==

Sign
here:

Date:
20
March
2017

Company
Secretary

Print
name: Leanne
Ralph

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
8

**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**

==> picture [415 x 474] intentionally omitted <==

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

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”
----- End of picture text -----

• See
  chapter
  19
  for
  defined
  terms.

Appendix
3B
Page
9

==> 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.

Appendix
3B
Page
10

**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”

Appendix
3B
Page
11

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

Appendix
3B
Page
12