NATIONAL STORAGE REIT — Capital/Financing Update 2021

Jun 7, 2021

Proposed issue of securities

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Announcement Summary

Entity name

NATIONAL STORAGE REIT

Announcement Type

New announcement

Date of this announcement

8/6/2021

The Proposed issue is: An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
NSR	FULLY PAID ORDINARY/UNITS STAPLED SECURITIES	162,732,671

Trading resumes on an ex-entitlement basis (ex date)

9/6/2021

+Record date

10/6/2021

Offer closing date for retail +security holders

24/6/2021

Issue date for retail +security holders

30/6/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

NATIONAL STORAGE REIT

We (the entity named above) 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

other

Registration Number

National Storage Holdings Limited ACN 166 572 845 National Storage Financial Services Limited ACN 600 787 246 as responsible entity for National Storage Property Trust ARSN 101 227 712

1.3 ASX issuer code

NSR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

8/6/2021

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

NSR : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

NSR : FULLY PAID ORDINARY/UNITS STAPLED SECURITIES

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 100 627

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 162,732,671 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 2.00000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 2.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

50% for retail securityholders

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

At NSR's discretion

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

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Part 3D - Timetable

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3D.1a First day of trading halt

8/6/2021

3D.1b Announcement date of accelerated offer

8/6/2021

3D.2 Trading resumes on an ex-entitlement basis (ex date)

9/6/2021

3D.5 Date offer will be made to eligible institutional +security holders

8/6/2021

3D.6 Application closing date for institutional +security holders

8/6/2021

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt) 9/6/2021

3D.9 +Record date

10/6/2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

22/6/2021

3D.10b +Issue date for institutional +security holders

23/6/2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer

23/6/2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 15/6/2021

3D.12 Offer closing date for retail +security holders

24/6/2021

3D.13 Last day to extend retail offer close date

21/6/2021

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3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer

30/6/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer?

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Yes

3E.1a Who is the lead manager/broker?

J.P. Morgan Securities Australia Limited (ABN 61 003 245 234) (J.P. Morgan) and Citigroup Global Markets Australia Pty Limited (ABN 64 003 114 832) (Citi) are the joint lead managers and underwriters to the Entitlement Offer (JLMs or Underwriters)

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

NSR has agreed to pay the JLMs in their respective proportions (60% for J.P. Morgan and 40% for Citi) a management and distribution fee of 0.3% of the Entitlement offer. NSR may also, in its absolute discretion, pay the Underwriters an incentive fee of up to 0.2% of the gross proceeds of the Entitlement Offer.

3E.2 Is the proposed offer to be underwritten?

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Yes

3E.2a Who are the underwriter(s)?

The JLMs

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Entitlement Offer is fully underwritten by the JLMs

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

NSR has agreed to pay the JLMs an underwriting fee of 1.5% of the gross proceeds of the Entitlement Offer in their respective proportions (60% for J.P. Morgan and 40% for Citi).

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer to 'Appendix: Underwriting Agreement Summary' of NSR's investor presentation announced on 8 June 2021 for a summary of the underwriting agreement. This includes a summary of the significant events that could lead to the underwriting being terminated.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

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No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Standard share registry, legal and other external advisers and ASX administrative fees

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Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To strengthen NSR's balance sheet, replenish investment capacity and provide additional funding flexibility going forward

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Institutional securityholders in countries other than Australia, NZ, Hong Kong, Singapore, Japan, United States (approved investors only), Canada (BC,Ontario,Quebec provinces only), UK, Switzerland. Any retail securityholders outside Australia and NZ.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

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Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Retail Entitlement Offer will be made available to nominees or custodians with a registered address in Australia or New Zealand who are registered as the holder of Shares at 7pm (Sydney time) on Thursday, 10 June 2021 and who hold those Shares on behalf of underlying beneficial holders who reside in Australia or New Zealand

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://nsroffer2021.thereachagency.com

3F.7 Any other information the entity wishes to provide about the proposed issue

N/A

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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