Charter Hall : Proposed issue of securities - CHC

Proposed issue of securities

Announcement Summary

For personal use only

Entity name

CHARTER HALL GROUP

Announcement Type

New announcement

Date of this announcement

22/12/2021

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New code to be confirmed	STAPLED SECURITIES US PROHIBITED - NEW	7,219,983

Proposed +issue date

29/12/2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 6

Proposed issue of securities

Part 1 - Entity and announcement details

For personal use only

1.1 Name of +Entity

CHARTER HALL GROUP

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	Registration Number
ABN	57113531150
1.3	ASX issuer code
CHC

1. The announcement is New announcement
2. Date of this announcement

22/12/2021

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

2 / 6

Proposed issue of securities

Part 7 - Details of proposed placement or other issue

only
	Part 7A - Conditions
		7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
		type of issue can proceed on an unconditional basis?
		Yes
use	7A.1a Conditions
Approval/Condition	Date for determination	Is the date estimated or	** Approval
		Other (please specify in	30/6/2024		actual?	received/condition met?
			Estimated
		comment section)			No
		Comments
		The proposed issue is structured in two tranches.
personal	The are no conditions on the first tranche
The second tranche is conditional on the business of Paradice Investment Management Pty Ltd achieving a certain net
profit after tax for the financial year ended 30 June 2024.
	Part 7B - Issue details
		Is the proposed security a 'New	Will the proposed issue of this
		class' (+securities in a class that is	+security include an offer of
		not yet quoted or recorded by ASX)	attaching +securities?
		or an 'Existing class' (additional	No
		securities in a class that is already
		quoted or recorded by ASX)?
		Existing class
	Details of +securities proposed to be issued
For

ASX +security code and description

CHC : STAPLED SECURITIES US PROHIBITED

Number of +securities proposed to be issued 7,219,983

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Proposed issue of securities

3 / 6

Proposed issue of securities

			No
			Please describe the consideration being provided for the +securities
			For the first tranche, the consideration for the CHC Stapled Securities is CHC satisfying part of the purchase price for the
only		acquisition of a 50% interest in Paradice Investment Management Pty Ltd by the issue of the relevant CHC Stapled
	Securities to the relevant sellers.
			For the second tranche, the consideration for the CHC Stapled Securities is CHC satisfying part of the purchase price for
			the acquisition of the remaining 50% interest in Paradice Investment Management Pty Ltd by the issue of the relevant
			CHC Stapled Securities to the relevant sellers.
			Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
		144,900,000.000000
use		Will these +securities rank equally in all respects from their issue date with
	the existing issued +securities in that class?
	No
			If some of the issued +securities do not rank equally
			Is the actual date from which the +securities will rank equally (non-ranking	Provide the actual non-ranking end
			end date) known?	date
			Yes	31/12/2021
personal		Please state the extent to which the +securities do not rank equally:
	In relation to the next dividend, distribution or interest payment; or
			For any other reason
			CHC Stapled Securities issued in connection with Tranche 1 will not be entitled to the distribution for the 6 month period
			ending on 31 December 2021
	Part 7C - Timetable
		7C.1 Proposed +issue date
For	29/12/2021
	Pa t 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

No

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

No

Proposed issue of securities

4 / 6

Proposed issue of securities

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

only	7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
	Yes
	7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which
	they will cease to be subject to +voluntary escrow
	For the first tranche, the estimated number of CHC Stapled Securities proposed to be held in voluntary escrow is
	7,219,983 CHC Stapled Securities.
	50% of those CHC Stapled Securities will be released from escrow on 30 June 2023 and the balance of those CHC
use	Stapled Securities will be released from escrow on 30 June 2024.
For the second tranche, the number of CHC Stapled Securities proposed to be held in voluntary escrow number of CHC
Stapled Securities proposed to be issued is based on the formula referred to above and may change.
	50% of those CHC Stapled Securities will be released from escrow on 30 June 2025 and the balance of those CHC
	Stapled Securities will be released from escrow on 30 June 2026.
Part 7E - Fees and expenses

personal

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

For	7F.01 The purpose(s) for which the entity is issuing the securities
		To pay for the acquisition of an asset
		7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
		No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with

Proposed issue of securities

5 / 6