On 23 November 2016, Centuria Capital Group (ASX code: CNI) (Group) announced a proposed acquisition of the majority of 360 Capital Group’s (ASX code: TGP) real estate management platform for $217 million (Acquisition), and a fully underwritten 1 for 1 accelerated non-renounceable entitlement offer of new stapled securities at an issue price of $1.00 per new stapled security to raise approximately $77 million (Entitlement Offer). The Group has also announced a placement to existing and new institutional investors to raise approximately $23 million (Placement), and a conditional placement to existing and new institutional investors to raise approximately $50 million (Conditional Placement) (together the “Transaction”).

The Entitlement Offer has the following two components. 

• An institutional entitlement offer, where offers have been made to qualifying institutional security holders for them to apply for their pro-rata entitlement (Institutional Entitlement Offer). 

• A retail entitlement offer, where offers will be made to qualifying retail security holders for them to apply for their pro-rata entitlement (Retail Entitlement Offer). 

New stapled securities issued under the Entitlement Offer will rank equally with existing stapled securities.

The anticipated timetable in relation to the Entitlement Offer is set out below.

Settlement issues

Despite the fact that securities are trading ‘ex entitlement’ on ASX Trade, CHESS will not recognise for settlement purposes the ‘ex entitlement’ or the ‘cum entitlement’ tag on CHESS messages and CHESS will not maintain cum balances during the deemed ‘CHESS ex-period’, i.e. the period commencing on the deemed CHESS ex-date up to and including the record date. However, a record date cum balance will be available the business day following the record date, which will be equal to the registered holding balance at CHESS end of day on the record date. As a result any transfer that occurs prior to record date will be effectively transferred on a ‘cum entitlement’ basis. 

Therefore, Participants must ensure that any transfer, including the priming of Broker Entrepot Accounts, is conducted in accordance with the basis of quote. For example, a transfer in relation to a transaction conducted on an ‘ex entitlement’ basis should ordinarily only occur post record date. 

CHESS will perform automatic diary adjustments to ‘cum entitlement’ settlement obligations outstanding as at the record date. 

Trading issues

ASX will not price a ‘cum entitlement’ market with respect to trading in the Group’s securities. Persons who acquire the Group’s securities after the commencement of the trading halt on Wednesday, 23 November 2016 are not entitled to participate in the Entitlement Offer

What do I need to do by when?

For further details, please refer to the Group’s announcements on Wednesday, 24 November 2016.

Need more information?

For further details, please call the Entitlement Offer Information Line on 1300 648 172 (local call cost within Australia) or +61 3 9415 4140 (from outside Australia) during the retail offer period.

Issued by

Stephanie Yong, Senior Adviser, Listings Compliance (Sydney)

Contact information

Stephanie Yong
+61 (02)  9227 0000
info@asx.com.au

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