Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

INGENIA COMMUNITIES GROUP Capital/Financing Update 2020

Apr 29, 2020

65125_rns_2020-04-29_602dd213-c6bc-40ee-8106-0fb402c37e04.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Appendix 3B Proposed issue of +securities

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Similarly, if you are an entity incorporated outside Australia, the +securities proposed to be issued are in an existing class of +security but the event timetable includes a period of rights or +deferred settlement trading, you will need to obtain and provide an ISIN code for the rights and/or the deferred settlement +securities. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of+securities and, if ASX
agrees to+quote any of the
+securities (including any
rights) on a+deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules
Ingenia Communities Group (Ingenia) comprising
Ingenia Communities Holdings Limited (Company),
Ingenia Communities Management Trust (Trust) and
Ingenia Communities Fund (Fund)
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ACN 154 444 925 (Company)
ARSN 122 928 410 (Trust)
ARSN 107 459 576 (Fund)
1.3 *ASX issuer code INA
1.4 *This announcement is
Tick whichever is applicable.
☒A new announcement
☐An update/amendment to a previous announcement
☐A cancellation of a previous announcement
1.5 *Date of this announcement 30 April 2020
  • See chapter 19 for defined terms 31 January 2020

Page 1

1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your listing adviser if you are
unsure.
☐A +bonus issue_(complete Parts 2 and 8)
☐A standard +pro rata issue (non-renounceable or
renounceable)
(complete Q1.6a and Parts 3 and 8)
☐An accelerated offer
(complete Q1.6b and Parts 3 and 8)
☒An offer of +securities under a +securities purchase
plan
(complete Parts 4 and 8)
☐A non-+pro rata offer of +securities under a
+disclosure document or +PDS
(complete Parts 5 and 8)
☐A non-+pro rata offer to wholesale investors under an
information memorandum
(complete Parts 6 and 8)
☒A placement or other type of issue
(complete Parts 7 and_
8)
☐A +bonus issue_(complete Parts 2 and 8)
☐A standard +pro rata issue (non-renounceable or
renounceable)
(complete Q1.6a and Parts 3 and 8)
☐An accelerated offer
(complete Q1.6b and Parts 3 and 8)
☒An offer of +securities under a +securities purchase
plan
(complete Parts 4 and 8)
☐A non-+pro rata offer of +securities under a
+disclosure document or +PDS
(complete Parts 5 and 8)
☐A non-+pro rata offer to wholesale investors under an
information memorandum
(complete Parts 6 and 8)
☒A placement or other type of issue
(complete Parts 7 and_
8)
Part 4 – Details of proposed offer under +securities purchase plan
If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the
details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable
for securities purchase plans.
Part 4A – Proposed offer under +securities purchase plan – conditions
Question
No.
Question Answer
4A.1 *Are any of the following approvals required
for the offer of +securities under the
+securities purchase plan issue to be
unconditional?

+Security holder approval

Court approval

Lodgement of court order with+ASIC

ACCC approval

FIRB approval

Another approval/condition external to
the entity.
No

Part 4B – Proposed offer under +securities purchase plan – offer details

Question
No.
Question Answer
4B.1 *Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
INA Fully Paid Ordinary/Units Stapled
Securities
4B.2 *Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
INA Fully Paid Ordinary/Units Stapled
Securities
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
7,246,377
  • See chapter 19 for defined terms 31 January 2020

Page 2

4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
No
4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
N/A
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
Yes
4B.5a *Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
The maximum amount to be raised under
the securities purchase plan is $25,000,000
unless the Company, in its absolute
discretion decide to increase this cap to
reduce or eliminate the need for a scale
back.
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
Yes
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
Minimum value of units for each individual
security holder is $500
4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
Maximum value of securities for each
individual security holder is $30,000
4B.8 *Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
N/A
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
Ingenia Communities Group intends to set a
cap on the amount to be raised under the
SPP, with any applications received in
excess of that cap scaled back
proportionately.
However, Ingenia Communities Group
reserve the discretion to increase the
amount to be raised under the SPP if
demand exceeds the cap to reduce or
eliminate the need for a scale back.
  • See chapter 19 for defined terms 31 January 2020

Page 3

4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
AUD
4B.11 *Has the offer price been determined? No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
N/A
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.
Under the SPP, the offer price per new
stapled security is the lower of:
- the price paid by institutional investors
under the Placement;
- a 2% discount to 5 days volume weighted
average price of Ingenia Communities
Group securities up to, and including, the
SPP closing date

Part 4C – Proposed offer under +securities purchase plan – timetable

Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
be made prior to the commencement on trading on the
announcement date.
30 April 2020
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
29 April 2020
4C.3 *Date on which offer documents will be
made available to investors
6 May 2020
4C.4 *Offer open date 6 May 2020
4C.5 *Offer closing date 29 May 2020
4C.6 *Announcement of results
Per Appendix 7A section 12 of the Listing Rules, the
entity should announce the results of the security
purchase plan no more than 3 business days after the
offer closing date
3 June 2020
4C.7 *+Issue date
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 7 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before 12pm Sydney time on this day
10 June 2020
  • See chapter 19 for defined terms 31 January 2020

Page 4

Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

Question
No.
Question Answer
4D.1 *Does the offer under the +securities
purchase plan meet the requirements of
listing rule 7.2 exception 5 that:
•the number of +securities to be issued is
not greater than 30% of the number of
fully paid +ordinary securities already on
issue; and
•the issue price of the +securities is at
least 80% of the +volume weighted
average market price for +securities in
that +class, calculated over the last 5
days on which sales in the +securities
were recorded, either before the day on
which the issue was announced or before
the day on which the issue was made?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Yes
4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes
4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
N/A
4D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
No
4D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A
  • See chapter 19 for defined terms 31 January 2020

Page 5

Part 4E – Proposed offer under +securities purchase plan – fees and expenses

Question
No.
Question Answer
4E.1 *Will there be a lead manager or broker to
the proposed offer?
No
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
N/A
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
N/A
4E.2 *Is the proposed offer to be underwritten? No
4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
N/A
4E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
N/A
4E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
N/A
4E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
N/A
  • See chapter 19 for defined terms 31 January 2020

Page 6

4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
No
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
N/A
4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
N/A
4E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
N/A
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
N/A
4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
N/A
  • See chapter 19 for defined terms 31 January 2020

Page 7

4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
Fees and costs incurred by Ingenia
Communities Group in connection with the
Placement include registry fees, settlement
fees, legal and other external advisor fees.

Part 4F – Proposed offer under +securities purchase plan – further information

Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐For additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☒Other [provide details below]
Additional details:
Please refer to the Company's ASX
announcement and investor presentation
released to the ASX on 30 April 2020
4F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
N/A
4F.3 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
All countries other than Australia and New
Zealand
4F.4 *URL on the entity's website where
investors can download information about
the proposed offer
www.ingeniacommunities.com.au
4F.5 Any other information the entity wishes to
provide about the proposed offer
None
  • See chapter 19 for defined terms 31 January 2020

Page 8

Part 7 – Details of proposed placement or other issue

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

Question
No.
Question Answer
7A.1 *Are any of the following approvals required
for the placement or other type of issue?

+Security holder approval

Court approval

Lodgement of court order with+ASIC

ACCC approval

FIRB approval

Another approval/condition external to
the entity.
No
Part 7B –
Question
No.
Question Answer
7B.1 Number of +securities proposed to be
issued
Total placement securities proposed to be
issued is43,478,261.
Note:the conditional placement to Sun
Communities (being 4,347,826 securities) is
non-underwritten and there can be no
guarantee that ASX will grant the waiver
with respect to ASX Listing Rule 10.11, in
which case total number of securities
proposed to be issued under the Placement
would reduce to 39,130,435 securities.
Sun Communities' intention to take-up
securities under the Conditional Placement
will expire on 12 May 2020 (or such other
date as Ingenia and Sun Communities
agree) in the event that the waiver of ASX
Listing Rule 10.11 has not been received.
7B.2 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes
7B.2a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.1 is
“Yes”.
AUD
  • See chapter 19 for defined terms 31 January 2020

Page 9

7B.2b *What is the issue price per +security
Answer this question if your response to Q7B.1 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.1a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.1 as “No” and complete Q7B.1c.
$3.45
7B.2c Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
N/A
7B.2d Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.
N/A

Part 7C – Proposed placement or other issue – timetable

Question
No.
Question Answer
7C.1 *Proposed +issue date 5 May 2020

Part 7D – Proposed placement or other issue – listing rule requirements

Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
No
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
N/A
7D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes
  • See chapter 19 for defined terms 31 January 2020

Page 10

7D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
Total placement securities proposed to be
issued is43,478,261.
Note: the conditional placement to Sun
Communities (being 4,347,826 securities) is
non-underwritten and there can be no
guarantee that ASX will grant the waiver
with respect to ASX Listing Rule 10.11, in
which case total number of securities
proposed to be issued under the Placement
would reduce to 39,130,435 securities.
Sun Communities' intention to take-up
securities under the Conditional Placement
will expire on 12 May 2020 (or such other
date as Ingenia and Sun Communities
agree) in the event that the waiver of ASX
Listing Rule 10.11 has not been received.
7D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
No
7D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
N/A
7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
N/A
7D.2 *Is a party referred to in listing rule 10.11.1
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
No
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
No
  • See chapter 19 for defined terms 31 January 2020

Page 11

7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
N/A
7D.4 *Will any of the +securities to be issued be
subject to +voluntary escrow?
No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.
N/A

Part 7E – Proposed placement or other issue – fees and expenses

Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
Moelis Australia Advisory Pty. Ltd. (ABN 72
142 008 446) (AFSL: 345499), Citigroup
Global Markets Australia Pty Limited (ABN
64 003 114 832) (AFSL: 240992) and
Goldman Sachs Australia Pty Ltd (ABN 21
006 797 897) (AFSL: 243346) (together,
JLMs) are acting as joint lead managers and
underwriters to the Placement.
7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
Ingenia Communities Group has agreed to
pay 0.5% of the proceeds of the Placement
to JLMs as a management fee.
7E.2 *Is the proposed issue to be underwritten? Yes
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
the JLMs are acting as joint lead managers
and underwriters to the Placement.
7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
The Institutional Placement of 39,130,435
securities will be fully underwritten by the
JLMs.
The Conditional Placement to Sun
Communities of 4,347,826 securities will not
be underwritten.
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
Ingenia Communities Group has agreed to
pay 1.75% of the proceeds of the Placement
to the JLMs as an underwriting fee.
  • See chapter 19 for defined terms 31 January 2020

Page 12

7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
Please refer to the ASX announcement and
investor presentation released to the ASX
on 30 April 2020 under the heading "Key
Terms of the Placement Agreement"
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
No
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
N/A
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
N/A
7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
N/A
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
Fees and costs incurred by Ingenia
Communities Group in connection with the
Placement include registry fees, settlement
fees, legal and other external advisor fees.
  • See chapter 19 for defined terms 31 January 2020

Page 13

Part 7F – Proposed placement or other issue – further information

Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐To raise additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☒Other [provide details below]
Additional details:
Please refer to the Company's ASX
announcement and investor presentation
released to the ASX on 30 April 2020
7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
No
7F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
N/A
7F.3 Any other information the entity wishes to
provide about the proposed issue
None
  • See chapter 19 for defined terms 31 January 2020

Page 14

Part 8 – details of +securities proposed to be issued

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
☒Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
☐New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
☐New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity will be taken, for the purposes of sections 711(5) and 1013H (as applicable) of the Corporations Act, to have applied for quotation of those +securities. However, once the final number of +securities offered under the +disclosure document or +PDS is known, the entity must complete and lodge with ASX an Appendix 2A applying for the quotation of that number of +securities.

Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Question
No.
Question Answer
8B.1 *ASX security code & description INA Fully Paid Ordinary/Units Stapled
Securities
8B.2a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
N/A
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.
N/A
8B.2d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
N/A
  • See chapter 19 for defined terms 31 January 2020

Page 15

8B.2e *Please state the extent to which the
+securities do not rank equally:
•in relation to the next dividend,
distribution or interest payment; or
•for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A
  • See chapter 19 for defined terms 31 January 2020

Page 16