Cromwell Property : Transactions Update and Convertible Bonds Tender Offer

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

The Singapore Exchange Securities Trading Limited (SGX-ST) takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement does not constitute an offer to buy, or a solicitation of an offer to sell, any Securities and no such offer, solicitation, purchase or sale shall be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.

The distribution of the Tender Offer Memorandum (as defined below) in certain jurisdictions may be restricted by law. Bondholders and any other person into whose possession the Tender Offer Memorandum comes are required by Cromwell, the Issuer, the Guarantors and the Dealer Manager (each as defined below) to inform themselves about, and to observe, any such restrictions.

ASX Announcement

7 June 2022

TRANSACTIONS UPDATE AND ANNOUNCEMENT OF THE TENDER FOR CASH REPURCHASE UP TO THE MAXIMUM PURCHASE AMOUNT OF THE OUTSTANDING €230 MILLION 2.5 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE 2025 (ISIN: XS1797409072)

TRANSACTIONS UPDATE

On 24 February 2022, real estate investor and fund manager, Cromwell Property Group (ASX:CMW) (Cromwell), announced its intention to explore the establishment of a separately listed, Cromwell- managed, real estate investment trust (REIT) comprising high-quality Australian office assets as part of a transition to a global real estate funds management model.

Cromwell is well progressed in establishing the REIT (which remains subject to board, regulatory and securityholder approvals), in which Cromwell will own a substantial interest alongside existing Cromwell securityholders who will also receive units in the new REIT.

Cromwell announces today that, due to prevailing market conditions, the new REIT will not be launched before 30 June 2022.

In the meantime, Cromwell continues to prepare the business to launch the new REIT (subject to market conditions) and anticipates that the new REIT will likely undertake an equity raise as part of the restructure, targeting appropriate pro-forma leverage consistent with other ASX listed REITs.

Further details for the new REIT will be announced in due course.

As recently announced, Cromwell has continued to progress its non-core asset sale process with Village Cinema Centre, Geelong settling on 16 May 2022 and TGA Complex, Symonston and 200 Mary Street, Brisbane under contract and expected to settle on, or prior to, 30 June 2022.

Further progress has been made, with unconditional contracts exchanged on 3 June 2022 for the sale of the Regent Cinema Centre, Albury, with settlement expected to be prior to 30 June 2022.

Combined, these asset sales will release approximately A$160 million of capital, initially reducing pro- forma gearing to 39.8%. Pro-forma gearing is based on 31 December 2021 carrying amounts and gearing levels.

Cromwell also continues to work towards an exit from its LDK Seniors Living joint venture. Further updates will be provided as these discussions progress.

ANNOUNCEMENT OF TENDER OFFER

Cromwell today announces an invitation to the holders of the outstanding €230 million 2.5 per cent. guaranteed convertible bonds issued by Cromwell SPV Finance Pty Ltd ACN 603 578 310 (the Issuer)

For personal use only

Cromwell Property Group (ASX:CMW)

ASX Announcement 7 June 2022

due 2025 (ISIN: XS1797409072) (the Bonds) to tender any and all of their Bonds for purchase by the Issuer for cash (the Tender Offer) for an aggregate principal amount up to €230 million.

The Tender Offer will be conducted under the terms and conditions contained in a tender offer memorandum dated 7 June 2022 (the Tender Offer Memorandum), and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. The Issuer may, in its sole and absolute discretion, terminate or withdraw the invitation at any time during the Tender Offer process.

THE TENDER OFFER

Title of Bonds	ISIN / Common	Outstanding	Purchase Price	Bonds amount	Maximum
	Code	Principal		subject to the	Purchase
		Amount		Tender Offer	Amount
€230 million 2.5	XS1797409072 /	€230,000,000	€99,750 (1)(2)	Any and all	€230,000,000(3)
per cent.	179740907
guaranteed
convertible bonds
due 2025

Note:

1. Per €100,000 in principal amount of the Bonds.
2. The Issuer will pay the Purchase Consideration and the Accrued Interest Payment (each as defined herein) in respect of Bonds accepted for purchase by it pursuant to the Tender Offer on or about 22 June 2022 (the Settlement Date).
3. Or such other amount as the Issuer may change in its sole discretion at any time.

RATIONALE FOR THE TENDER OFFER

The Tender Offer will be financed through liquidity held for this purpose and will assist in simplifying Cromwell's funding structure ahead of the anticipated launch of the new REIT.

PURCHASE PRICE AND ACCRUED INTEREST PAYMENT

The Issuer will on the Settlement Date pay for Bonds validly tendered and accepted by it for purchase pursuant to the Tender Offer, a cash amount (rounded to the nearest €0.01, with €0.005 rounded upwards) (the Purchase Consideration) equal to the product of:

1. the aggregate principal amount of the Bonds of such holder of the Bonds (the Bondholder) validly tendered and accepted for purchase from such Bondholder pursuant to the Tender Offer; and
2. the purchase price (being €99,750 per €100,000 in principal amount of the Bonds) (the Purchase Price).

The Issuer will also pay an accrued interest payment (rounded to the nearest €0.01, with €0.005 rounded upwards) which is an amount in cash equal to the accrued interest (the Accrued Interest Payment) in respect of Bonds accepted for purchase by it pursuant to the Tender Offer, up to, but excluding, the Settlement Date.

In the event of any dispute or controversy regarding the Purchase Consideration and/or the Accrued Interest Payment for any Bonds, the determination of the Issuer shall be conclusive and binding, absent any manifest error.

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Cromwell Property Group (ASX:CMW)

ASX Announcement 7 June 2022

MAXIMUM PURCHASE AMOUNT IN CONNECTION WITH THE TENDER OFFER

On the terms and subject to the conditions of the Tender Offer, the Issuer is offering to purchase for cash any and all of the Bonds validly tendered. The Issuer will determine, in its sole discretion, the aggregate principal amount of Bonds (if any) that it will accept for purchase pursuant to the Tender Offer, which amount will be announced following the Expiration Deadline.

It is the current intention of the Issuer that the maximum purchase amount will be €230,000,000 (the Maximum Purchase Amount, such amount being the entire amount outstanding under the Bonds as at the date of this announcement), although the Issuer reserves the right, in its sole discretion, to accept significantly less than such amount, or to accept none of such Bonds, for purchase pursuant to the Tender Offer, and reference to the Maximum Purchase Amount in this Tender Offer should be construed accordingly.

The Issuer may, in its sole and absolute discretion, reject or pro-rate any Bonds validly tendered, terminate or withdraw its invitation to tender for the Bonds at any time before any acceptance by it of the Tender Offer.

INSTRUCTIONS IN CONNECTION WITH THE TENDER OFFER

In order to participate in the Tender Offer, and be eligible to receive the Purchase Consideration and Accrued Interest Payment, Bondholders must validly tender their Bonds for purchase by delivering, or arranging to have delivered on their behalf, a valid tender instruction (the Tender Instruction) that is received by Citibank, N.A., London Branch as the tender and information agent (the Tender and Information Agent) via Euroclear Bank SA/NV and Clearstream Banking S.A. (the Clearing Systems) by 4.00 p.m. (London time) on 14 June 2022, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in the Tender Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in "Amendment and Termination" section of the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum principal amount of €100,000 each and integral multiples of €100,000 in excess thereof.

Bondholders who do not participate in the Tender Offer, or whose Bonds are not accepted for purchase by the Issuer, will continue to hold their Bonds subject to the terms and conditions of the Bonds. The terms and conditions governing the Bonds will remain unchanged and no amendments to these terms and conditions are being sought.

INDICATIVE TIMETABLE FOR THE TENDER OFFER

The following sets out the expected times and dates of the key events relating to the Tender Offer. The times and dates below are indicative only and subject to change.

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Cromwell Property Group (ASX:CMW)

ASX Announcement 7 June 2022

Events		Times and Dates
Commencement of the Tender Offer
Announcement of the Tender Offer to be published on the websites of	7 June 2022
the Australian Securities Exchange operated by ASX Limited (the
ASX) and the SGX-ST and posted on the offer website
https://debtxportal.issuerservices.citigroup.com at 7 June 2022 (the
Offer Website). Tender Offer Memorandum will be available on the
Offer Website, and from the Tender and Information Agent, the contact
details for which are on the last page of the Tender Offer
Memorandum, and notice of the Tender Offer delivered to the Clearing
Systems for communication to direct participants who is shown in the
records of the Clearing Systems as a holder of the Bonds (Direct
Participant).
Expiration Deadline of the Tender Offer
Final deadline for receipt of valid Tender Instructions by the Tender	4.00 p.m. (London time) on
and Information Agent in order for Bondholders to be able to	14 June 2022
participate in the Tender Offer.
Announcement of Results of the Tender Offer
Announcement of:	16 June 2022
(i)	whether the Issuer will accept valid tenders of Bonds
	pursuant to the Tender Offer and, if so accepted;
(ii)	the aggregate principal amount of the Bonds validly
	tendered for purchase and accepted for tender; and
(iii)	the aggregate principal amount of the Bonds that will
	remain outstanding after the Settlement Date, to be
	submitted by the Issuer to the ASX and the SGX-ST for
	publication on the websites of the ASX and the SGX-ST,
	distributed through the relevant Clearing Systems and
	posted on the Offer Website.
Settlement Date of the Tender Offer
Expected settlement date for the Tender Offer.	On or about 22 June 2022

The above times and dates are subject to the right of the Issuer to extend, re-open, amend, and/or terminate the Tender Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

ANNOUNCEMENTS IN CONNECTION WITH THE TENDER OFFER

The Issuer intends to announce as soon as reasonably practicable after the Expiration Deadline:

1. its decision of whether it will accept valid tenders of Bonds pursuant to the Tender Offer; and
2. if so accepted, the aggregate principal amount of the Bonds validly tendered for purchase and accepted for tender; and
3. the aggregate principal amount of the Bonds that will remain outstanding after the Settlement Date.

Unless stated otherwise, announcements in connection with the Tender Offer will be made by delivery of notices to the Clearing Systems through the Tender and Information Agent for communication to Direct Participants and/or the issue by the Issuer of a press release to a Notifying News Service. To

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Cromwell Property Group (ASX:CMW)

ASX Announcement 7 June 2022

the extent that the rules of the ASX or the SGX-ST so require, a message or an announcement similar to that provided to the Clearing Systems will be published by the Issuer on the website of the ASX and the SGX-ST, subject to all applicable laws and regulations. Copies of all such announcements, press releases and notices can also be obtained from the Offer Website, as operated by the Tender and Information Agent for the purpose of the Tender Offer, or from the Tender and Information Agent, the contact details for which are on the last page of the Tender Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Bondholders are urged to contact the Tender and Information Agent for the relevant announcements during the course of the Tender Offer. In addition, holders of Bonds may contact Credit Suisse (Singapore) Limited as the dealer manager (the Dealer Manager) for information using the contact details on the last page of the Tender Offer Memorandum.

FURTHER INFORMATION

Questions and requests for assistance in connection with (i) the Tender Offer may be directed to the Dealer Manager and (ii) the delivery of Tender Instructions may be directed to the Tender and Information Agent, the contact details for which are set out below:

TENDER AND INFORMATION AGENT

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

Telephone: [phone]

Email: [e-mail]

Offer Website:https://debtxportal.issuerservices.citigroup.com

DEALER MANAGER

Credit Suisse (Singapore) Limited

One Raffles Link

#03-01/#04-01 South Lobby

Singapore 039393

Fax: [phone]

Attention: Investment Banking & Capital Markets - Legal

Email: [e-mail]

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