15 Jun - 8 min read

Results of Fully Underwritten Accelerated Bookbuild Offering to Fund Acquisition

Results of Fully Underwritten Accelerated Bookbuild Offering to Fund Acquisition

Irongate Group (JSE: IAP)
Comprising Irongate Property Fund I (IPF I, ARSN 162 067 736) and Irongate Property Fund II (ARSN 644 081 309), established in Australia and
registered with ASIC as managed investment schemes
Operated by Irongate Funds Management Limited (ACN 071 514 246; AFSL 290 909) (Responsible Entity)
IPF I is registered as a foreign collective investment scheme in terms of the Collective Investment Schemes Control Act No.45 of 2002
ISIN: AU0000046005
(IAP or the Fund)


SENS ANNOUNCEMENT
15 June 2021


NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY,IN
OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR
FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. SEE THE SECTION OF THIS ANNOUNCEMENT ENTITLED "OFFER
RESTRICTIONS" FOR INFORMATION ON WHERE THIS ANNOUNCEMENT MAY BE
DISTRIBUTED.

Results of Fully Underwritten Accelerated Bookbuild Offering to
Fund Acquisition

Irongate Funds Management Limited as responsible entity of the Irongate Group(1) (IAP) is
pleased to announce that it has successfully closed the fully underwritten accelerated bookbuild
announced earlier today (Placement), Tuesday, 15 June 2021. The amount of equity raised
was approximately A$50 million (approximately ZAR528 million(2)).

34,013,605 new fully paid ordinary stapled securities (New Securities) were placed pursuant to
the Placement at an issue price of A$1.47 (equivalent to ZAR15.53(3)) per New Security.

Subject to approval by the JSE Limited, listing and trading of the New Securities is expected to
commence at 09h00 on Monday, 21 June 2021 (South African time).


Johannesburg

Investment Bank and Sponsor
Investec Bank Limited

Footnote:
(1)Comprising Irongate Property Fund I and Irongate Property Fund II.
(2)Based on an AUD/ZAR exchange rate of 1.0000/10.5663 as at 5.00pm New York close on Friday, 11 June 2021.
(3)Based on an AUD/ZAR exchange rate of 1.0000/10.5663 as at 5.00pm New York close on Friday,11 June 2021.

Important Information

This announcement is not for release to US wire services or distribution in the United States,
any other jurisdiction in which such release or distribution would be unlawful. This
announcement is for information purposes only and shall not constitute or form part of an offer
or solicitation of an offer to purchase or subscribe for securities in any jurisdiction. The
Placement is not to be regarded as an offer or invitation to any person in the European Union
any jurisdiction to the extent that any applicable legal requirement in such jurisdiction has not
been complied with or it is for any reason illegal or unlawful to make such an offer or invitation in
such jurisdiction.

The securities offered in terms of the Placement have not been and will not be registered under
the US Securities Act of 1933, and may not be offered or sold, directly or indirectly, in the United
States, except in transactions exempt from, or not subject to, the registration requirements of
the US Securities Act and any applicable US state securities laws.

Neither this announcement nor the Placement constitutes or is intended to constitute an offer to
the public in South Africa in terms of the Companies Act, No. 71 of 2008 (as amended). In
South Africa, the invitation to apply for IAP stapled securities in terms of the Placement is only
open to (i) persons who are acting as principal and who apply for IAP stapled securities at a
minimum acquisition cost of ZAR 1,000,000, as contemplated in section 96(1)(b) of the South
African Companies Act 71 of 2008 (as amended), or (ii) persons who comply with the
requirements set out in section 96(1)(a) of the South African Companies Act 71 of 2008 (as
amended).

This announcement has been issued by and is the sole responsibility of the Responsible Entity.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and
no responsibility or liability is or will be accepted by Investec or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement
or any other written or oral information made available to or publicly available to any interested
party or its advisers, and any liability therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which
may be associated with an investment in the stapled securities. No representation or warranty is
made by the Responsible Entity or Investec in connection with the Placement, and any
investment decision to buy stapled securities in terms of the Placement must be made solely on
the basis of publicly available information which has not been independently verified by
Investec.

Offer Restrictions

This announcement does not constitute an offer of stapled securities in terms of the Placement
in any jurisdiction in which it would be unlawful. In particular, this announcement may not be
distributed to any person, and the stapled securities offered in terms of the Placement may not
be offered or sold, in any country except to the extent permitted below.

                                                                                                      
Guernsey
This announcement may only be made available to, and the IAP stapled securities may only be
offered or sold, in or from within the Bailiwick of Guernsey either (i) by persons licensed to do so
under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (the "POI Law"); or (ii) to
persons licensed under the POI Law, the Insurance Business (Bailiwick of Guernsey) Law,
2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Managers and
Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries,
Administration Businesses and Company Directors (Bailiwick of Guernsey) Law, 2000.

Hong Kong
WARNING: This announcement has not been, and will not be, authorised by the Securities and
Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap.
571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise
this announcement or to permit the distribution of this announcement or any documents issued
in connection with the Placement. Accordingly, the IAP stapled securities have not been and will
not be offered or sold in Hong Kong other than to “professional investors" (as defined in the
SFO).

No advertisement, invitation or document relating to the IAP stapled securities has been or will
be issued, or has been or will be in the possession of any person for the purpose of issue, in
Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the IAP stapled securities which are or are intended to be
disposed of only to persons outside Hong Kong or only to professional investors as defined in
the SFO and any rules made under that ordinance.

The contents of this announcement have not been reviewed by any Hong Kong regulatory
authority. You are advised to exercise caution in relation to the offer. If you are in doubt about
any contents of this announcement, you should obtain independent professional advice.

New Zealand
This announcement has not been registered, filed with or approved by any New Zealand
regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the FMC
Act). The IAP stapled securities are not being offered or sold in New Zealand (or allotted with a
view to being offered for sale in New Zealand) other than to a person who:

-   is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
-   meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
-   is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
-   is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
-   is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Singapore
This announcement has not been registered as a prospectus with the Monetary Authority of
Singapore (MAS) and, accordingly, statutory liability under the Securities and Futures Act,
Chapter 289 (the SFA) in relation to the content of prospectuses does not apply, and you
should consider carefully whether the investment is suitable for you. IAP is not a collective
investment scheme authorised under Section 286 of the SFA or recognised by the MAS under
Section 287 of the SFA and the IAP stapled securities are not allowed to be offered to the retail
public.

This announcement and any other document or material in connection with the offer or sale, or
invitation for subscription or purchase of the IAP stapled securities may not be circulated or
distributed, nor may the IAP stapled securities be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore
except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in
accordance with the conditions of, any other applicable provisions of the SFA.

This announcement has been given to you on the basis that you are an "institutional investor"
(as defined under the SFA). In the event that you are not an institutional investor, please return
this announcement immediately. You may not forward or circulate this announcement to any
other person in Singapore.

Any offer is not made to you with a view to the IAP stapled securities being subsequently
offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions
relating to resale restrictions in Singapore and comply accordingly.

South Africa
This announcement does not, nor is it intended to, constitute a prospectus prepared and
registered under the South African Companies Act No. 71 of 2008 (as amended) and may not
be distributed to the public in South Africa.

An entity or institution resident in South Africa may not implement participation in the offer
unless (i) permitted under the South African Exchange Control Regulations or (ii) a specific
approval has been obtained from an authorised foreign exchange dealer in South Africa or the
Financial Surveillance Department of the South African Reserve Bank.




                                                                                                     

Date: 15-06-2021 02:00:00
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