Charter Hall Retail REIT - Cleansing Statement and details of allocation under institutional placement

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Charter Hall Retail Management Limited, as responsible entity (“Responsible Entity”) of Charter Hall Retail REIT (ASX: CQR) (‘CQR’ or ’the REIT’) recently announced the successful completion of the fully underwritten institutional placement announced on Monday, 27 April 2020 (‘Placement’), which raised $275 million through the issue of approximately 94.8 million new units (‘New Units’) at an issue price of $2.90 per unit.

A notice under section 1012DA(5)(e) of the Corporations Act in respect of the Placement is attached.

The Placement was conducted under the Temporary Extra Placement Capacity measures implemented under ASX Listing Rule 18.1.

We have set out below details in relation to CQR’s approach in identifying investors to participate in the Placement and how it determined their respective allocations in the Placement.

The Placement bookbuild was open to the REIT’s existing eligible institutional unitholders and other eligible institutional investors. CQR made reasonable endeavours to contact eligible institutional unitholders and other eligible institutional investors having regard to the criteria mentioned below.

CQR determined allocations in accordance with the following objectives and criteria:

• Institutional unitholders who bid for up to their ‘pro-rata’ share of New Units under the Placement would be allocated their full bid on a best endeavours basis¹ and eligible unitholders who bid for in excess of their ‘pro-rata’ share would be allocated as a minimum their ‘pro-rata’ share on a best endeavours basis¹.
• Allocations of remaining New Units would be made to existing unitholders who bid for more than their ‘pro rata’ share, and to other eligible institutional investors with investment strategies that CQR believes are aligned with its business (including those that have engaged with CQR and expressed an interest in the REIT) and those who supported the bookbuild process.

As far as CQR is aware, no New Units were issued or agreed to be issued in the Placement to any person referred to in listing rule 10.11.

Announcement authorised by the Chair

^{1 An eligible institutional unitholder's existing holding was estimated by reference to CQR’s latest available beneficial register which showed historical holdings as at the date of that register and is not up to date. There was no verification or reconciliation of the holdings as shown in the historical beneficial register and accordingly this may not have reflected the participating eligible institutional unitholder’s actual holding. CQR and the joint lead managers disclaim any obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when determining these allocations. Institutional unitholders who do not reside in Australia or other eligible jurisdictions were not be able to participate in the placement. CQR and the joint lead managers disclaim any duty or liability (including for negligence) in respect of the determination of an eligible institutional unitholder’s allocation using their assumed holdings.}

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