Irongate Group (JSE:IAP) News - Opening of a Fully Underwritten Accelerated Bookbuild Offering

Irongate Group (JSE: IAP)
Comprising Irongate Property Fund I (IPF I, ARSN 162 067 736) and Irongate Property Fund II (IPF 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)


Opening of a Fully Underwritten Accelerated Bookbuild Offering


Not for release to US wire services or distribution in the United States

Irongate Funds Management Limited as responsible entity of the Irongate Group(1) (IAP) hereby
announces the launch of an accelerated bookbuild of approximately A$50 million (approximately
ZAR564 million(2)) (Placement) through the issue of 32,258,065 new fully paid ordinary stapled
securities (New Securities) at an issue price of A$1.55 (equivalent to ZAR17.50 (3)) per New
Security (Issue Price). The Issue Price represents a:

      -     6.3% discount to the last closing price of A$1.655 on the ASX on Wednesday, 8
            December 2021; and
      -     5.9% FY22 distribution yield.(4)

The Placement will be completed by way of a vendor consideration placing in terms of section
5.62 of the JSE Listings Requirements and the Responsible Entity confirms that the Issue Price
is within the parameters prescribed by section 5.62 of the JSE Listings Requirements.

The funds raised under the Placement will be used to partly fund the acquisition of a 50% interest
in an office building located at 510 Church Street, Cremorne VIC (Cremorne Property)(5). Further
details on the acquisition of the Cremorne Property are contained in the announcement lodged
on SENS dated today’s date, Thursday, 9 December 2021.

The Placement will be offered to qualifying investors and will be implemented through a bookbuild
process (Bookbuild) which opens with immediate effect and will close at 12:00pm (South African

The Placement is fully underwritten by Macquarie Capital (Australia) Limited and J.P. Morgan
Securities Australia Limited, pursuant to an underwriting agreement entered into with the
Responsible Entity (Underwriting Agreement). The directors of the Responsible Entity have
made due and careful enquiry to confirm that the aforementioned underwriters can meet their
underwriting commitments in terms of the Underwriting Agreement. The issue of the New
Securities under the Placement is subject to the Underwriting Agreement not being terminated in
accordance with its terms.

The New Securities, when issued, will be credited as fully paid and will rank pari passu in all
respects with existing stapled securities of IAP. New Securities issued under the Placement will
be entitled to the distribution for the six months to 31 March 2022.

A copy of the ASX announcement and investor presentation in respect of the Placement and the
Cremorne Property is available for inspection by investors using the following link:
https://www.asx.com.au/asx/share-price-research/company/IAP

As disclosed on the ASX, trading of IAP stapled securities on the ASX will be halted until the
earlier of commencement of normal trading on Friday, 10 December 2021 (Sydney time) and IAP
making an announcement to the market regarding the outcome of the Placement.

As approved by the JSE Limited, trading in IAP stapled securities on the JSE will be halted from
9:00am on Thursday, 9 December 2021 (South African time) and normal trading will commence
on the JSE from 9:00am on Friday, 10 December 2021 (South African time).

For further information contact:


  Edward Bell
  Email: Edward.j.bell@jpmchase.com
  Tel: 011 507 0792

Footnotes:
(1) Comprising Irongate Property Fund I and Irongate Property Fund II.
(2) Based on an A$/ZAR exchange rate of 1.0000/11.2894 as at 4.00pm Sydney close on Wednesday, 8 December 2021.
(3) Based on an A$/ZAR exchange rate of 1.0000/11.2894 as at 4.00pm Sydney close on Wednesday, 8 December
    2021.
(4) Based on midpoint of guidance of distribution growth range of 2.5% - 3.0%. The higher end of the range dependent on
    securing additional commitments and deployment for the ITAP Fund. lAP's policy is to pay out between 80% and 100%
    of FFO, with an expectation for FY22 to be in the middle of the target range. This forecast is based on the assumptions
    that the macro-economic environment will not deteriorate markedly, no tenant failures will occur, and budgeted renewals
    will be concluded. Budgeted rental income is based on in force leases, contractual escalations and market-related
    renewals.
(5) Through a wholly-owned sub trust, Irongate Property Sub Trust No.30.
    time). The Placement is not an offer to the public as contemplated under the South African
    Companies Act, No. 71 of 2008, as amended.

9 December 2021
Johannesburg

Sponsor
Investec Bank Limited


                                                                                               
Important Information

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.

This announcement is not for release to US wire services or distribution in the United States, or
any other jurisdiction in which such release or distribution would be unlawful.

The New Securities 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 does not claim to identify or suggest the risks (direct or indirect) which may
be associated with an investment in the stapled securities. Any investment decision to buy
stapled securities in terms of the Placement must be made solely on the basis of publicly
available information.

Offer Restrictions

This announcement does not constitute an offer of New Securities in any jurisdiction in which it
would be unlawful. In particular, this announcement may not be distributed to any person, and
the New Securities 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 New 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 New 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 New 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 New 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 New 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 New 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 New Securities may not be circulated or distributed,
nor may the New 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 New 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 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: 09-12-2021 08:31:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.