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Augusta announces Bid Implementation Agreement, Shareholders are advised to take no action at this stage

Wednesday 29th January 2020

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Augusta has today announced that it has entered into a Bid Implementation Agreement (BIA) with Centuria under which, subject to certain approvals being received from regulatory authorities, Centuria will make an Offer for 100% of Augusta’s shares in accordance with the New Zealand Takeovers Code.

If the Offer proceeds, the price of the Offer will be NZ$2.00 per share. All Augusta shareholders will have the option to take cash or receive Centuria scrip to an equivalent value based on the volume-weighted average price of Centuria’s shares in the 5 trading days prior to this announcement, being A$2.40 per share leading to a scrip ratio of 0.807 Centuria shares per Augusta share.

Shareholders may decide to not accept the Offer. However, if 90% of shareholders decide to accept the Offer, Centuria may exercise its right under the Takeovers Code to acquire all remaining shares in Augusta.

Augusta Capital has entered into an agreement under which Centuria Capital Group, subject to obtaining certain regulatory approvals, will make a takeover offer for 100% of Augusta shares (Offer). Centuria is an ASX-listed specialist property investment management company with A$7.3 billion of assets under management.

The price of the Offer will be NZ$2.00 per Augusta share. Shareholders who accept the Offer will be able to elect to take either cash or Centuria scrip in consideration for their Augusta shares. Shareholders may also decide to not accept the Offer.

The Offer will value Augusta’s issued equity at NZ$180 million1 with an enterprise value of NZ$204 million2. The Offer price represents an attractive premium to recent trading. The Independent Directors of Augusta have agreed to unanimously recommend the Offer subject both to the Offer price being in (or above) the range of an Independent Advisers Report (IAR) and to no superior proposal emerging.

Executive Directors Mark Francis and Bryce Barnett, who collectively own 23.3% of shares in Augusta, have undertaken to accept the Offer and accept Centuria scrip. They have also entered into three-year employment agreements with Augusta. Centuria has informed Augusta that other shareholders of Augusta, accounting for 12.9% of Augusta ownership, have also undertaken to accept the Offer.

The Independent Directors of Augusta believe that the announcement today and the expected Offer will not adversely affect the funds managed by Augusta or the proposed issuance of securities in the Augusta Property and Tourism funds being initiated by Augusta. The Independent Directors of Augusta advise shareholders to take no action at this stage and to wait for the issuance of the Target Company Statement (which is expected to be released within the next 10 weeks).

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