INGENIA COMMUNITIES GROUP — Share Issue/Capital Change 2016

Apr 25, 2016

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	Long Term Incentive Plan (LTIP) Rights
	22,103

Appendix
3B
Page
1

3 Principal
terms
of
the[+] securities The
LTIP
Rights
are
granted
under
the
terms (e.g.
if
options,
exercise
price
and and
conditions
of
the
Ingenia
Communities expiry
+securities,
date; if
the partly
amount
paid Group
Rights
Plan. outstanding
and
due
dates
for + The
LTIP
Rights
are
subject
to
two
LTIP payment; if convertible Performance
Conditions: securities,
the
conversion
price and
dates
for
conversion) (i) 70%
based
on
a
Total
Shareholder Return relative to the ASX 300 Industrials
Index
over
the
Performance Period
(1
October
2015
–
30
September 2018);
and (ii) 30%
based
on
Return
on
Equity achieved
in
FY18. 4 Do
the[+] securities
rank
equally
in Upon attainment of the performance all
respects
from
the[+] issue
date conditions
and
the
issue
of
INA
stapled with
an
existing
+securities?[+] class
of
quoted securities,
the
INA
stapled
securities
will
rank equally
to
existing
stapled
securities
on
issue. 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 Nil 6 Purpose
of
the
issue To
incentivise
key
executives
of
the
business. (If
issued
as
consideration
for
the acquisition of assets, clearly identify
those
assets) 6a Is
the
entity
an[+] eligible
entity
that No 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

Appendix
3B
Page
2

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) 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.	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	20 April 2016

Appendix
3B
Page
3

• Number Class 8 Number and +class of all 150,726,884 Stapled
  Securities +securities quoted on ASX ( including the[+] securities
  in
  section 2
  if
  applicable) + Number Class 9 Number and +class of all 619,333 Unlisted
  Performance +securities
  not
  quoted
  on
  ASX Quantum
  Rights ( including the +securities in section
  2
  if
  applicable) 451,314 Unlisted
  Long
  Term Incentive
  Plan
  Rights 76,548 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 Not
applicable. required? 12 Is
the
issue
renounceable
or
non-­‐ Not
applicable. renounceable? 13 Ratio
in
which
the[+] securities
will Not
applicable. be
offered 14 +Class
of +securities
to
which
the Not
applicable. offer
relates 15 +Record date to determine Not
applicable. entitlements 16 Will
holdings
on
different
registers Not
applicable. (or
subregisters)
be
aggregated
for calculating
entitlements? 17 Policy
for
deciding
entitlements
in Not
applicable. relation
to
fractions

Appendix
3B
Page
4

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 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?	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.

Appendix
3B
Page
5

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.

Appendix
3B
Page
6