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CROMWELL PROPERTY GROUP — Capital/Financing Update 2011
Nov 15, 2011
64673_rns_2011-11-15_097e797f-0dea-45f8-b6d4-2468cb803cf1.pdf
Capital/Financing Update
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Appendix 3B New issue announcement
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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.
Name of entity
Cromwell Property Group (CMW) comprising Cromwell Corporation Limited (CCL) and Cromwell Property Securities Limited (CPSL) as responsible entity for Cromwell Diversified Property Trust (DPT)
ABN
ABN 44 001 056 980 (CCL) ABN 11 079 147 809 (CPSL) ARSN 102 982 598 (DPT)
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 (eg, 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) |
Cromwell Property Group Stapled Securities |
|---|---|
| 40,591,780 | |
| The new securities will rank for and be entitled to distributions from Cromwell Property Group for the period 1 October 2011 to 31 December 2011 pro rata to the number of days in the period on which the new securities were on issue. Otherwise, the securities will be issued on the same terms as existing Cromwell Property GroupStapled Securities. |
- See chapter 19 for defined terms.
24/10/2005 Appendix 3B Page 1
Appendix 3B New issue announcement
4 Do the[+] securities rank equally The new securities will rank for and be in all respects from the date of entitled to distributions from Cromwell allotment with an existing[+] class Property Group for the period 1 October 2011 of quoted[+] securities? to 31 December 2011 pro rata to the number of days in the period on which the new If the additional securities do securities were on issue. not rank equally, please state: • the date from which they do Otherwise, the securities will be issued on the • the extent to which they same terms as existing Cromwell Property participate for the next Group Stapled Securities. 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 $0.68 per Stapled Security 6 Purpose of the issue The funds raised will be used to assist in (If issued as consideration for funding the acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities 16 November 2011 into uncertificated holdings or despatch of certificates Number ~~+~~ Class 8 Number and +class of all 966,845,859 Cromwell Property +securities quoted on ASX Group Stapled ( including the securities in Securities (CMW) clause 2 if applicable) 40,591,780 (CMWN)
- See chapter 19 for defined terms.
Appendix 3B Page 2
24/10/2005
Appendix 3B New issue announcement
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) |
Number | +Class | |
|---|---|---|---|
| 275,106 659,600 126,859 634,775 97,633 5,740,000 1,037,152 |
Ordinary fully paid units in DPT Cromwell Property Group Performance Rights CMWAM CMWAO CMWAS CMWAI CMWAK CMWAQ |
||
| Unchanged (but see Part 1 – section 3) |
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval N/A required? 12 Is the issue renounceable or N/A non-renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which N/A the offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions
- See chapter 19 for defined terms.
Appendix 3B Page 3
1/1/2003
Appendix 3B New issue announcement
| 18 Names of countries in which the entity has+security holders who will not be sent new issue 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 prospectus or Product Disclosure Statement 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) |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
- See chapter 19 for defined terms.
Appendix 3B Page 4
1/1/2003
Appendix 3B New issue announcement
| 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? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date |
N/A |
|---|---|
| N/A | |
| N/A | |
| N/A | |
| N/A |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
-
34 Type of securities ( tick one )
-
(a) Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
-
35 N/A If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders
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36 N/A If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories
-
See chapter 19 for defined terms.
Appendix 3B Page 5
1/1/2003
Appendix 3B New issue announcement
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
37 N/A A copy of any trust deed for the additional[+] securities
Entities that have ticked box 34(b)
38 Number of securities for which +quotation is sought
39 Class of[+] securities for which quotation is sought
40 Do the[+] securities rank equally in all respects from the date of allotment 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number ~~+~~ Class
- See chapter 19 for defined terms.
Appendix 3B Page 6
1/1/2003
Appendix 3B New issue announcement
42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)
- See chapter 19 for defined terms.
Appendix 3B Page 7
1/1/2003
Appendix 3B New issue announcement
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted +quotation.
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An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
- Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
-
Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
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If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
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3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
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4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here:
==> picture [136 x 36] intentionally omitted <==
Date: 16 November 2011
Print name: Nicole Riethmuller Company Secretary
- See chapter 19 for defined terms.
Appendix 3B Page 8
1/1/2003