REGISTRY

Boardroom Pty Limited - ABN 14 003 209 836

GPO Box 3993, Sydney NSW 2001

T 1300 139 440

F +61 2 9279 0664

  1. abacus@boardroomlimited.com.au
    www.boardroomlimited.com.au

onlyNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 24 March 2022

Dear Securityholder,

ABACUS PROPERTY GROUP - SECURITY PURCHASE PLAN

useFollowing our recent successful $200 million underwritten institutional placement to institutional investors at

$3.38 (representing a 5.1% discount to last closing price of $3.56 per security on 17 March 2022) (Placement), we are now pleased to offer eligible securityholders an opportunity to apply for new Abacus Property Group (ABP) stapled securities (Securities) through a security purchase plan (SPP).

The SPP gives securityholders a cost-effective way to acquire Securities up to a value of $30,000 without incurring brokerage costs, commission or other transaction costs.

The issue price of each new Security issued under the SPP will be $3.38 per Security (Issue Price), being the

same price paid by institutional investors under the Placement.

personalThe SPP is not underwritten. ABP may decide to scale-back applications under the SPP at its absolute discretion. Current security price information is available on the ABP website (www.abacusproperty.com.au)

and the ASX website.

How will ABP use the capital raised?

The proceeds from the SPP will be used to replenish investment capacity for continued deployment into acquisitions yet to settle and into the identified development and expansion pipeline in the Self Storage portfolio. In the interim the proceeds will be used to repay debt. Following the SPP and institutional placement Abacus will have >$320 million of acquisition capacity1 available for earnings and value accretive investment opportunities.

Entitlement to participate

Participation in the SPP is optional and is open to all registered securityholders on ABP's register with a registered address in Australia or New Zealand at 7.00pm (AEDT) on 16 March 2022.

How much can you invest?

The amount you may invest under the SPP is limited. You may apply only for a parcel of Securities to a value of

$2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000, $25,000 or $30,000. (All amounts are expressed in Australian dollars.)

If:

For

you receive more than one SPP Acceptance Form; or

you hold Securities in more than one capacity (for example, if you are both a sole and joint

securityholder, or hold Securities via a custodian), the maximum amount you may invest under the SPP in all capacities is $30,000

ABP reserves the right to reject any application under the SPP to the extent it considers or is reasonably satisfied that the application (whether alone or in conjunction with other applications) does not comply with the requirements or conditions contained in this Booklet.

1 Based on target maximum gearing of up to 35%

Holding statements will be dispatched to securityholders.
Wednesday, 27 April 2022
SPP Securities commence trading on ASX.
Wednesday, 27 April 2022
SPP Securities will be issued on this date.
Tuesday, 26 April 2022
The results of the SPP will be announced to ASX (including scale back policy if applicable).
Wednesday, 20 April 2022
Thursday, 14 April 2022
SPP closes. Applications must be received by this time and date.
Thursday, 24 March 2022
SPP opens. SPP Applications can be submitted and BPAY® payments can be made on and from this date.
Wednesday, 16 March 2022
The date and time that eligibility to participate in the SPP was determined.
Dispatch of holding statements
Trading Date
Issue Date
SPP Results Announcement
SPP Offer closes (Closing Date)
SPP Offer opens (Opening Date)
Record Date
Event
Description
Date

The number of Securities to be issued to you will be calculated by dividing the amount you subscribe by the issue price, then rounding down to the nearest whole number of new Securities. Any residual amount resulting from rounding down will not be returned to applicants and will become an asset of ABP. The SPP is subject to scale-back at ABP's discretion (refer to the section of this document entitled "Important information regarding potential scale-back" below).

New Securities issued under this SPP are expected to be issued on Tuesday, 26 April 2022, with trading on ASX expected to commence on Wednesday, 27 April 2022. The new Securities will rank equally with existing

onlyordinary securities.

The market price for ABP Securities may fluctuate between the date of this offer and the date that Securities are allotted to you. This means that the price you pay per Security may be above or below the market price of ABP Securities at the time that the Securities are allotted to you under the SPP. You should consider price movements of ABP Securities and seek your own financial advice to decide whether or not to participate in the SPP.

Important information regarding potential scale-back

The SPP is subject to scale-back at ABP's discretion which means you may be allotted new Securities to a usevalue which is significantly less than the parcel which you applied for and the difference will be refunded to you

without any interest. Securityholders should keep this potential scale-back in mind when deciding how much to apply for under the SPP.

Timetable

The SPP timetable is as detailed below (although it may be varied by ABP at its discretion, and without notice to you, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth)):

personalForHow to accept the offer Please read this letter and the attached Booklet (which contains the offer Terms and Conditions and Acceptance Form and the instructions for completing the Acceptance Form (together, the Booklet) carefully. If you then decide to accept the offer you should then complete and return the Acceptance Form in the reply paid envelope provided or make your BPAY® payment in accordance with the procedure set out in the Acceptance Form.

Acceptances with payment must be received by Boardroom Pty Limited (the Registry), or acceptance by BPAY® must be made, before 5:00pm (AEDT) on Thursday, 14 April 2022. ABP retains the right to close the offer earlier than announced.

Important information

This Booklet does not provide personal financial advice and has been prepared without taking account of any person's investment objectives, financial situation and particular needs. You should consider the

appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs.

You should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser before making any investment decision in relation to these matters.

The offer of new Securities is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 which grants relief from the requirement to issue a disclosure document in relation to the

onlySPP. This Booklet does not constitute a prospectus or product disclosure statement and it has not been lodged with the Australian Securities and Investments Commission (ASIC). You must rely on your own knowledge of ABP and previous disclosure made by ABP to ASX. You should seek professional advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser when deciding whether or not to participate in the SPP.

The Booklet contains further information about the SPP. The Abacus Property Group Board recommends you read the Booklet carefully and in its entirety before deciding whether to participate in the SPP. In particular you should note the risk of movements in ABP's Security price and other risks as detailed in the SPP Terms and Conditions section of this Booklet. Information about ABP is available on www.abacusproperty.com.au and the ASX website.

useABP will not issue Securities to an applicant under the SPP if those Securities, either alone or in conjunction with the issue of Securities under other applications received by ABP, would contravene any law or the ASX Listing Rules.

The Booklet contains certain "forward-looking statements". The words "anticipated", "expected", "projections", "forecast", "guidance", "estimates", "could", "should", "may", "target", "predict", "outlook", "foresee", "plan", "aim", "intend", "believe" and "consider" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and

performance are also forward-looking statements, as well as statements about market and industry trends, personalwhich are based on interpretations of current market conditions. Such forward-looking statements are based

on assumptions and contingencies which are subject to certain risks, uncertainties and change without notice and are provided as a general guide only. Forward-looking statements should not be relied upon as an indication or guarantee of future performance and involve known and unknown risks, significant uncertainties, assumptions, contingencies and other factors (including those described in the Equity Raising Investor Presentation released to ASX on Thursday, 17 March 2022), many of which are beyond the control of ABP and its related bodies corporate and affiliates and each of its securityholders, directors, officers, employees, partners, agents and advisers (Beneficiaries), and that may cause actual results or performance of ABP to differ materially from those predicted or implied by any forward-looking statements. Such forward-looking statements speak only as of the date of this letter. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements and ABP (and its Beneficiaries) assume no obligation to update such information. Should one or more of the risks or uncertainties materialise, or should underlying assumptions prove incorrect, there can be no assurance that actual outcomes will not differ materially from these statements. To the maximum extent permitted by law, ABP and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

An investment in Securities is subject to investment and other known and unknown risks, some of which are beyond the control of ABP, including possible loss of income and capital invested. ABP does not guarantee

Forany particular rate of return or the performance of ABP nor does it guarantee the repayment of capital from ABP or any particular tax treatment. Persons should have regard to the announcements released to ASX on Thursday, 17 March 2022, in particular the risks in the Equity Raising Investor Presentation released to ASX on Thursday, 17 March 2022. This letter should be read in conjunction with the Equity Raising Presentation and the important notices contained in that document. Past performance information given in this letter is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

This letter (and the attached Booklet) is not an offer or an invitation to acquire Securities or any other financial products and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. This letter (and the attached Booklet) does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or in any other jurisdiction in which such an offer would be unlawful. The new Securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new Securities may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States. The new Securities to be offered and sold in the SPP may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance

on Regulation S under the U.S. Securities Act. This letter (and the attached Booklet) may not be released or distributed in the United States.

The Booklet does not provide financial advice and has been prepared without taking account of any securityholder's investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs. If you are in doubt about the course of action you should follow, you should consult your financial, taxation or other professional adviser before participating in the SPP. ABP is

onlynot licensed to provide financial product advice in respect of securities. Cooling off rights do not apply to the purchase of Securities under the SPP.

All references in this Booklet to time are to Sydney time and to amounts are to Australian dollars ($).

Questions

If you have any questions relating to the SPP, please contact the Registry on 1300 139 440 between the hours of 8.30am - 5.30pm (AEDT) Monday to Friday.

On behalf of the Board of Abacus Property Group, I invite you to consider participating in the SPP and thank useyou for your continued support.

Yours faithfully

personalMyra Salkinder Chair

For

TERMS AND CONDITIONS OF SECURITY PURCHASE PLAN

Important Notice

If you apply to participate in the SPP, you should be aware and accept the risk that the market price of the Securities may change between the date of the SPP offer and the date when the Securities are issued to you under the SPP. As such it is possible that up to or after the date you receive new

onlySecurities under the SPP, you may be able to buy Securities on the ASX at a lower price than under the SPP. ABP encourages you to seek your own professional advice regarding your participation in the SPP.

Who is eligible to participate in this SPP?

Subject to the below paragraphs of this section all persons registered as holders of fully paid ordinary Securities of ABP as at 7.00pm (AEDT) on Wednesday, 16 March 2022 (the Record Date), whose address in ABP's register is in Australia or New Zealand may participate in the SPP (the Eligible Securityholders). The Board reasonably considers that it is not lawful or practical for securityholders in other jurisdictions to participate in the SPP.

useEligible securityholders who hold Securities as a "custodian" (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) (a Custodian) may participate in the SPP on behalf of one or more persons on whose behalf the Custodian holds Securities (Custodian Beneficiaries) provided the conditions as set out in the section headed Custodian below are met.

Securityholders who hold Securities on behalf of persons who reside outside of Australia or New Zealand, are in the United States or are acting for the account or benefit of a person in the United States are not entitled to participate in the SPP on behalf of those persons.

If you are a joint holder of Securities, you are taken to be a single registered holder of Securities for the personalpurpose of determining whether you are an eligible securityholder and joint holders are entitled to participate in

the SPP of the single holding only.

The Offer

Eligible Securityholders must select from one of the six parcels of Securities offered (i.e. $2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000, $25,000 or $30,000. These amounts may be subject to Scale Back and rounding. If you do not want to subscribe for Securities under this SPP, do not fill out the Acceptance Form or make payment by BPAY® (as applicable).

Participation in the SPP is optional. Participation in the SPP is an opportunity for you to increase your investment in ABP by purchasing the Securities at the Issue Price.

If you do not wish to participate in the SPP, no action is required on your part. ABP notes that if you do not participate in the SPP, your Security holding as a percentage of all Securities issued will be diluted.

Offers made under the SPP are non-renounceable. This means that Eligible Securityholders cannot transfer their right to purchase Securities under this SPP to anyone else.

The offer to each Eligible Securityholder (whether as a Custodian or on its own account) is made on the same terms and conditions.

All references to $ or dollars in this Booklet are references to Australian dollars unless otherwise indicated.

ForNote that the maximum of $30,000 will apply even if a securityholder received more than one offer (whether in respect of a joint holding or because that securityholder has more than one holding under separate security accounts). ABP reserves the right to reject any acceptance where it considers, or is reasonably satisfied, that this rule has not been complied with.

Joint holders

If you receive more than one offer under the SPP due to multiple registered holdings, you may apply for new Securities by way of different Acceptance Forms, but you may not apply for new Securities with an aggregate value of more than $30,000. An agreement, representation, acknowledgement or certification given by any joint holder of Securities is taken to be an agreement, representation, acknowledgement or certification given by all joint holders.

Custodians

If a Custodian applies for new Securities on behalf of a Custodian Beneficiary, ABP will not issue new Securities under the SPP unless the Custodian certifies the following in writing to ABP:

(a) Either or both of the following:

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Abacus Property Group published this content on 23 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2022 21:47:04 UTC.