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CHARTER HALL GROUP — Capital/Financing Update 2007
Jun 24, 2007
64645_rns_2007-06-24_dc4a31ba-640c-44f9-b016-e3becb5122a0.pdf
Capital/Financing Update
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25 June 2007
The Manager Company Notices Section Australian Stock Exchange Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Dear Sir
SECURITY PURCHASE PLAN
Please find attached documents that have been sent to Securityholders in relation to the Security Purchase Plan that was announced on 5 June 2007.
Please do not hesitate to contact the undersigned if you require further information.
Yours faithfully
$N_{\text{crit}}$
Nathan Francis Chief Financial Officer
Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786 Level 6, 110 Walker Street North Sydney NSW 2060 Australia PO Box 1367 North Sydney NSW 2059 Telephone +61 2 8908 4000 Facsmile +61 2 8908 4040 www.charterhall.com.au

22 lune 2007
Dear Securityholder
I am pleased to offer you the opportunity to purchase additional Stapled Securities in Charter Hall Group by participating in the security purchase plan described in the enclosed Terms and Conditions (the SPP). The SPP allows all Securityholders to purchase up to 1,666 Stapled Securities (valued at AU\$4,998) without incurring any brokerage or other transaction costs.
We announced on 6 June 2007 that we had raised approximately \$133 million in an institutional placement of Stapled Securities at the price of \$3.00 per Stapled Security. Charter Hall Group is offering all Securityholders the opportunity to increase their Securityholding in Charter Hall Group at the same price paid by the institutional investors in the placement.
Proceeds from the SPP and the placement will be used to partially finance the acquisition of a 50% interest in Commercial & Industrial Property Pty Limited and a prime portfolio of six Bunnings Warehouses and a neighbourhood shopping centre to seed Charter Hall Group's Core Plus Retail Fund as announced to ASX on 6 June 2007.
New Stapled Securities issued under the SPP will be allotted on 27 July 2007. The Stapled Securities will not receive the six-month distribution to 30 June 2007, however will rank pari passu from 1 July 2007 when they will be entitled to receive full distributions.
The offer is non-renounceable and available to Securityholders with a registered address in either Australia or New Zealand.
Further details about the SPP are set out in the enclosed Terms and Conditions. Please read the information about how to participate and the terms and conditions of the SPP carefully. If you elect to participate, please make a payment by BPay or complete and return the enclosed Application Form accompanied by a cheque or money order by 5.00pm (Sydney time) on 20 July 2007 to Link Market Services Limited.
If you have any questions regarding the SPP, please call Link Market Services Limited on 1300 664 498, or (61 2) 8280 7787 for international callers.
On behalf of the Board, I thank you for your continued support of Charter Hall Group and welcome your participation in the SPP.
Yours faithfully
KERRY ROXBURGH Chairman
Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786 Level 11, 333 George Street SYDNEY NSW 2000 Australia GPO Box 2704 SYDNEY NSW 2001 Telephone: +61 2 8908 4000 Facsimile: +61 2 8908 4040 www.charterhall.com.au

KEY DATES
| Event | Date |
|---|---|
| Record Date (7.00pm, Sydney time). Date for determining Eligible Securityholders. |
20 June 2007 |
| Opening Date Date SPP opens. |
22 June 2007 |
| Closing Date Date SPP closes. (Applications must be received by 5.00pm (AEST) on this date). |
20 July 2007 |
| Allotment Date Date Stapled Securities are allotted. |
27 July 2007 |
| Despatch Date Date confirmations set to Securityholders. |
3 August 2007 |
These materials do not constitute an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any security in the United States or to any person to whom it is unlawful to make such an offer or solicitation. Securities may not be offered or sold in the United States or to, or for the account or benefit of, US Persons unless the securities have been registered under the US Securities Act or an exemption from registration is available. The stapled securities in the security purchase plan offering have not been and will not be registered under the US Securities Act. The distribution of these materials outside Australia may be restricted by law. Persons who come into possession of these materials who are not in Australia should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

SECURITY PURCHASE PI AN TERMS AND CONDITIONS
1. Eligible Securityholders
- (a) Subject to clauses 1(b) to 1(d), all persons registered as holders of fully paid stapled securities of Charter Hall Group (Stapled Securities) at 7.00pm on 20 June 2007 (Record Date), whose address in Charter Hall Group's security register is in Australia or New Zealand may participate in the Security Purchase Plan (SPP) (Eligible Securityholders).
- $[b]$ Stapled Securityholders who hold Stapled Securities on behalf of persons who reside outside Australia or New Zealand or who are "U.S. persons" (as defined in Regulation S under the US Securities Act of 1933] (U.S. Persons) or who act for the account or benefit of a U.S. Person are not entitled to participate in the SPP.
- $(c)$ Stapled Securityholders who are joint holders of Stapled Securities are taken to be a single registered holder of Stapled Securities for the purposes of determining whether they are an Eligible Securityholder and certification on the Application Form by one joint holder will be effective in respect of the other joint holder(s).
- (d) Where a trustee or nominee is a registered holder of Stapled Securities and is expressly noted on the register as holding Stapled Securities on account of another person (a beneficiary), the beneficiary will be taken to be the registered holder of those Stapled Securities. An application for Stapled Securities, certification or issue of Stapled Securities to the trustee or nominee will be taken to be an application or certification by, or an issue to, the beneficiary.
- (e) If you are an Eligible Securityholder, your rights under this offer are personal to you and are non-renounceable, which means you cannot transfer your rights to another person.
$2.$ Applying for Stapled Securities
- (a) If you are an Eligible Securityholder and wish to participate in the SPP, you must follow the instructions on the Application Form and:
- $(i)$ make payment by BPay®; or
- $(ii]$ complete the Application Form and provide a cheque or money order to Charter Hall Group by 5.00pm (Sydney time) on 20 July 2007 (Closing Date).
- $(b)$ Subject to clause 2(c), you may apply to purchase Stapled Securities to the value of Stapled Securities you select on the Application Form.
- Eligible Securityholders who receive more than one offer under the SPP (for example, $(c)$ because they hold Stapled Securities in more than one capacity) may apply on different Application Forms for Stapled Securities but may not apply for Stapled Securities with an aggregate value of more than A\$5,000.

- [d] Charter Hall Group may accept or reject your application for Stapled Securities at its discretion. Charter Hall Group may reject your application in the following circumstances (among others):
- $\mathbf{ii}$ your Application Form is incorrectly completed, incomplete or otherwise determined by Charter Hall Group to be invalid;
- fiil your cheque is dishonoured or the cheque or money order that you enclose with your Application Form is not made out for the amount corresponding to amount of Stapled Securities you have selected to purchase;
- your BPay® payment is not received or is otherwise incomplete or invalid; fiiil
- fivl it appears that you are applying to buy more than an aggregate of A\$5,000 of Stapled Securities; or
- ${v}$ your Application Form is received after the Closing Date.
$3.$ Effect of Making an Application
- If you submit a BPay® payment or complete and return an Application Form: (a)
- you acknowledge that you are an Eligible Securityholder; $\mathbf{ii}$
- $(ii]$ you irrevocably and unconditionally agree to these Terms and Conditions;
- $(iii)$ you acknowledge your application is irrevocable and unconditional;
- you certify that you have not applied for Stapled Securities under the SPP prior to $(iv)$ your application for an aggregate price exceeding A\$5,000;
- you authorise Charter Hall Group to correct minor errors in your Application Form $(v)$ and to complete the Application Form by inserting any missing minor detail;
- $[vi]$ you acknowledge that Charter Hall Group may determine that your Application Form is valid, even if the Application Form is incomplete, contains errors or is otherwise defective;
- $(vii)$ you accept the risk associated with any refund that may be dispatched to you to your address as shown on Charter Hall Group's register;
- (viii) you are responsible for any dishonour fees or other costs Charter Hall Group may incur in presenting a cheque for payment which is dishonoured;
- you acknowledge that no interest will be paid on any application monies held fix1 pending the allotment of the Stapled Securities or subsequently returned to you for any reason;
- you acknowledge that you have not been provided with investment advice or financial $\mathbf{x}$ product by Charter Hall Group or Link Market Services Limited and that neither has any obligation to provide this advice in relation to your consideration as to whether or not to purchase Stapled Securities; and
- $[x]$ you acknowledge that Charter Hall Group is not liable for any exercise of its discretions referred to in these Terms and Conditions.

4. Price of Stapled Securities under the SPP
- (a) The price per Stapled Security on offer under the SPP is A\$3.00, which is the price per Stapled Security allotted under the institutional placement announced to ASX on 6 June 2007.
- (b) You acknowledge that the market price of Stapled Securities may rise or fall between the date of this offer and the date the Stapled Securities are allotted to you under the SPP (Allotment Date) and that the subscription price you pay for the Stapled Securities may exceed the market price of the Stapled Securities at the Allotment Date.
5. The Stapled Securities
- Stapled Securities issued under the SPP will rank equally in all respects with existing (a) Stapled Securities quoted on the ASX except that they will not be entitled to the distribution for the six months to 30 June 2007. From 1 July, 2007, the Stapled Securities will be entitled to receive full distributions.
- fbl. Charter Hall Group will apply for Stapled Securities issued under the SPP to be quoted on the ASX.
6. Costs of Participation
No brokerage, commissions or other transaction costs will be payable by Eligible Securityholders in respect of the application for, and allotment of, Stapled Securities under the SPP.
7. Timetable
- fal Subject to clause 7(b):
- $\mathbf{ii}$ (Record Date) this offer is dated and taken to be made on 20 June 2007;
- (Opening Date) the offer opens on 22 June 2007; $(ii)$
- (Closing Date) the offer closes at 5.00pm (Sydney time) on 20 July 2007. Unless $(iii)$ received by Charter Hall Group before this time, payments made and Application Forms sent may not be processed or held to be valid; and
- (iv) (Allotment Date) Charter Hall Group proposes to allot the Stapled Securities on 27 July 2007.
- $(b)$ Charter Hall Group may vary any of the above dates in clause 7(a) at its discretion.

8. Dispute Resolution
Charter Hall Group may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP and the decision of Charter Hall Group will be conclusive and binding on all participants and other persons to whom the determination relates.
9. Waiver and Withdrawal
Charter Hall Group may, at is discretion:
- (a) waive compliance with any provision of these Terms and Conditions; and
- (b) withdraw the offer with the approval of the ASX.
- $10.$ Governing Law
These Terms and Conditions are governed by the laws in force in New South Wales.

Charter Hall Limited ACN 113 531 150 Charter Hall Funds Management Limited ACN 082 991 786 as Responsible Entity for Charter Hall Property Trust ARSN 113 339 147
Security Purchase Plan Application Form Offer closes 5:00pm (AEST) 20 July 2007
This is an important document. Should you have any questions about its contents please seek independent financial advice.
| Record Date: | 4 June 2007 |
|---|---|
| Opening Date: | 22 June 2007 |
| Close Date: | 5:00pm (AEST) 20 July 2007 |
| Issue Date: | 27 July 2007 |
| Price Per Security: | A\$3.00 |
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CHC SPP001
Application for Stapled Securities
I/we wish to apply for the number of fully paid ordinary stapled securities set out below at an issue price of A\$3.00 per stapled security, in accordance with the terms and conditions of the Security Purchase Plan 2007 ("SPP") of Charter Hall Group (CHC). By returning this form to CHC's Security Registry (or in the absence of returning this form but electing to participate in the SPP and make payment via BPAY®), I/we agree to be bound by the Terms and Conditions and CHC's Constitution (Constitution), and certify that the aggregate of the application price for the stapled securities the subject of this application, and, any other stapled securities in the class applied for by me/us under this SPP (including those the subject of any other application), or any similar arrangement in the 12 months prior to the date of issue, does not exceed A\$5,000. CHC reserves the right to vary the closing date for the offer.
CHC may settle in any manner it thinks fit, any disputes or anomalies which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application for stapled securities and the decision of CHC will be conclusive and binding on all persons to whom the decision relates. CHC reserves the right to waive compliance with any provision of the SPP Terms and Conditions, subject to the compliance with the Corporations Act, the ASX Listing Rules and ASIC Class Order 02/831.
This offer is non-renounceable. Please indicate the number of ordinary stapled securities you wish to acquire by ticking ONLY ONE of the following boxes:
| A\$1.002.00 | A\$3,000.00 | A\$4.998.00 | |
|---|---|---|---|
| (334 stapled securities at \$3.00) |
(1,000 stapled securities) at \$3.00) |
ОR | (1,666 stapled securities) at \$3.00) |
Cheque details - please complete and ensure that the amount payable is correct.
Payment must be made by cheque or bank draft in Australian dollars and drawn on an Australian bank. Cheques or bank drafts should be made payable to "Charter Hall Limited Application Account" and crossed "Not Negotiable". Alternatively, you may pay electronically using BPAY®. DO NOT RETURN THIS FORM IF YOU ELECT THE BPAY® OPTION.
| Cheque Number | BSB | Account Number | |||||
|---|---|---|---|---|---|---|---|
| INPAY | Biller Code: 312645 Ref: |
to return this form. | BPAY® - Contact your participating institution and make the payment via BPAY ® - you do not need Telephone & Internet Banking - BPAY® |
A\$ | Amount against the connection of the total control of the connection of the connection of the connection of the connection of the connection of the connection of the connection of the connection of the connection of the connectio |
||
| ® Registered to BPAY Pty Ltd ABN 69 079 137 518 | Contact your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au |
Questions and Contact Details
If you have any questions please contact CHC's Security Registry on 1300 664 498 or (61 2) 8280 7787 between the hours of 8:30am and 5:30pm, Monday to Friday (Sydney time).
.
....................................
Telephone number where we may contact you during business hours Contact Name
If you do not provide your telephone number it will be necessary to return any incomplete application to you by mail.
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Lodgement Instructions
Your acceptance form and cheque or bank draft must be received by the security registry before the close of the offer at 5:00pm (AEST) on 20 July 2007. You should allow sufficient time for this to occur (the usual notice provisions as provided for in the Constitution apply). A reply paid envelope is enclosed for securityholders with a registered address in Australia. Your application form should be returned in the envelope provided or delivered to the address shown below.
Mailing Address: Charter Hall Group, C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235, Australia; or Delivery Address: Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000, Australia (Please do not use this address for express post mailing)
Privacy Clause: Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).
NO SIGNATURES ARE REQUIRED ON THIS FORM