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INGENIA COMMUNITIES GROUP Share Issue/Capital Change 2014

Nov 16, 2014

65125_rns_2014-11-16_262f81ac-cb38-4f93-aec8-789c40775323.pdf

Share Issue/Capital Change

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Rule
2.7,
3.10.3,
3.10.4,
3.10.5

**Appendix

3B**

**New

issue
announcement, application
for
quotation
of
additional
securities and
agreement**

_Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.

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

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

Name
of
entity

**Ingenia

Communities
Group
(Ingenia)**

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

ABN

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

We
(the
entity)
give
ASX
the
following
information.

**Part

1
-­‐
All
issues**

You
must
complete
the
relevant
sections
(attach
sheets
if
there
is
not
enough
space).

1
+Class of+securities issued or to
be issued



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



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)

Long Term Incentive Plan (LTIP) Rights
982,971 LTIP Rights
The LTIP Rights are granted under the terms
and conditions of the Ingenia Communities
Group Rights Plan.
The vesting condition of the LTIP Rights is
determined by the Total Shareholder Return
relative to the ASX300 Industrials Index over
the Performance Period (1 October 2014 – 30
September 2017).

11526743.2

NSY
NSY

  • See
    chapter
    19
    for
    defined
    terms.

04/03/2013 ME_116794788_1
(W2003x)

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


6e
Number of+securities issued with
security holder approval under
rule 7.3, or another specific
security holder approval (specify
date of meeting)
Upon attainment of the vesting conditions and
the issue of INA stapled securities, the INA
stapled securities will rank equally to existing
stapled securities on issue.
Nil
To incentivise key executives of the business.
No
Not applicable.
Not applicable.
Not applicable.
Not applicable.

ME_116794788_1
(W2003x)



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)





9
Number
and
+class
of
all
+securities not quoted on ASX
(_including

the
+securities
in
section 2 if applicable)





10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Not applicable.
Not applicable.
Not applicable.
Not applicable.
12 November 2014
Number +Class
878,851,910 Fully
paid
Stapled
Securities
Number +Class
7,558,000


982,971

Unlisted Performance
Quantum Rights

Unlisted Long Term
Incentive Plan Rights
No change

11526743.2

NSY
NSY

  • See
    chapter
    19
    for
    defined
    terms.

04/03/2013 ME_116794788_1
(W2003x)

Appendix
3B
Page
3

**Part

2
-­‐
Pro
rata
issue**

art 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
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.

ME_116794788_1
(W2003x)



20
Names of any underwriters




21
Amount of any underwriting fee or
commission


22
Names of any brokers to the issue




23
Fee or commission payable to the
broker to the issue


24
Amount
of
any
handling
fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders


25
If the issue is contingent on
security holders’ approval, the date
of the meeting


26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled


27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders


28
Date rights trading will begin (if
applicable)


29
Date rights trading will end (if
applicable)




30
How do security holders sell their
entitlements_in full_through a
broker?


31
How do security holders sell_part_of
their entitlements through a broker
and accept for the balance?

Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
  • See
    chapter
    19
    for
    defined
    terms.

11526743.2

NSY
NSY

04/03/2013 ME_116794788_1
(W2003x)

Appendix
3B
Page
5

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

  • 33 +Issue
    date

Not
applicable. Not
applicable.

11526743.2

NSY
NSY

  • See
    chapter
    19
    for
    defined
    terms.

Appendix
3B
Page
6 ME_116794788_1
(W2003x)

04/03/2013