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CHARTER HALL GROUP — Board/Management Information 2011
Jul 5, 2011
64645_rns_2011-07-05_854de321-c0f9-4526-82d9-7c98e3918eeb.pdf
Board/Management Information
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Charter Hall Limited ABN 57 113 531 150 Charter Hall Funds Management Limited ABN 31 082 991 786
Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001 Tel +61 2 8908 4000 Fax +61 2 8908 4040 charterhall.com.au
Wednesday, 6 July 2011
Dear Charter Hall Office REIT Unitholder
Activist Hedge Funds proposal to replace Charter Hall as Responsible Entity of Charter Hall Office REIT
You will have now received correspondence from US based activist hedge fund, Orange Capital, calling a meeting of Charter Hall Office REIT ('CQO') unitholders to consider a resolution to replace Charter Hall Office Management Limited (‘CHOML’), a 100% owned subsidiary of Charter Hall Limited, with Moss Capital Funds Management Limited (‘Moss Capital’) as the responsible entity of CQO (the ‘Resolution’). The Notice of Meeting (‘NOM’) sent to you is accompanied by an explanatory memorandum issued by Orange Capital, Luxor Capital Group and Point Lobos Capital (the ‘Activist Hedge Funds’). That meeting is scheduled to be held on 27 July 2011.
Charter Hall[1] considers that it is far better resourced and experienced to manage CQO, delivering value to CQO unitholders. In Charter Hall’s view, the appointment of Moss Capital as responsible entity is likely to increase risks / costs and be value destructive to CQO unitholders. Charter Hall is issuing this letter as the owner of the CQO responsible entity and the largest single unitholder in CQO, responding to what we believe is a completely self‐interested action by these Activist Hedge Funds likely to adversely impact the rights and interests of other CQO unitholders. We have written to Orange Capital’s lawyers pointing out deficiencies in their disclosure in the notice of meeting and have asked them to make corrective disclosure to CQO unitholders.
CHARTER HALL RECOMMENDS THAT YOU VOTE ‘AGAINST’ THE RESOLUTION TO REPLACE CHOML AS RESPONSIBLE ENTITY OF CQO WITH MOSS CAPITAL FOR THE REASONS SET OUT BELOW.
IF YOU WISH TO VOTE ‘AGAINST’ THE RESOLUTION, PLEASE COMPLETE THE ENCLOSED PROXY FORM AND RETURN IT IN THE ENCLOSED REPLY PAID ENVELOPE TO CHOML OR HAND DELIVER IT TO CHOML AT THE ADDRESS NOTED ON THE PROXY. IF YOU WISH YOU CAN FAX THAT PROXY FORM TO THE NUMBER PROVIDED ON THE PROXY FORM. IF YOU HAVE ALREADY RETURNED A COMPLETED PROXY FORM AND NOW WISH TO VOTE AGAINST THE RESOLUTION YOU CAN CHANGE YOUR VOTE BY RETURNING THE ENCLOSED PROXY FORM USING THE DETAILS SET OUT ON THE PROXY FORM AND IT WILL SUPERSEDE ANY EARLIER DATED PROXY FORM(S) RETURNED BY YOU.
1 Comprising Charter Hall Limited and Charter Hall Funds Management Limited (AFSL 262861) as responsible entity of the Charter Hall Property Trust
1
In Charter Hall's view, there are a number of key reasons why you should vote ‘AGAINST’ the resolution being proposed by the Activist Hedge Funds at the meeting on 27 July 2011 because:
1. Charter Hall considers that it is far better resourced and experienced to manage CQO’s A$3.7bn portfolio of Australian and US assets, with the US portfolio sale well progressed. Moss Capital has not provided the evidence that it has adequate resources to manage CQO’s assets.
Charter Hall is a seasoned, aligned, well resourced and integrated manager with A$10.4 billion of real estate assets under management. It is one of the largest ASX‐listed specialist Australian real estate fund manager possessing core office capabilities as highlighted by:
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A$195 million (approximately) co‐investment in CQO, making it the largest single unitholder[2] . Charter Hall has committed to increase its stake in CQO from 10% to 13.3%, provided it continues as responsible entity, it intends to reinvest the proceeds of any CQO’s return of capital arising from the US asset sales into CQO;
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A$6.7 billion of office assets under management (74 office assets);
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1.5 million sqm of office properties owned or managed, with A$337 million co‐invested;
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Currently manages an office portfolio equivalent in size to circa 5% of the total Australian CBD office space premium/A grade office supply ;
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A fully integrated real estate platform with established infrastructure that enables in‐house value creation across asset life cycle;
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A 20 year track record of managing Australian institutional real estate and currently manages 20 listed and unlisted funds on behalf of institutional and retail investors; and
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An experienced, well resourced and focused management team with over 270 staff located across six offices.
Over the past 15 months, Charter Hall has stabilised and added value to the CQO portfolio, by reweighting the portfolio to Australia, significantly reducing its gearing, extending lease terms and improving both earnings and distributions per unit. Under Charter Hall's management, before the Activist Hedge Funds started acquiring units, CQO outperformed the A‐REIT index , delivering unitholder returns of 15.98% compared with S&P/A‐REIT 200 Accumulation Index’s 2.51%.[3]
Charter Hall considers Moss Capital has provided no relevant evidence of:
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Funds management expertise or experience in the office sector
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Retail funds management expertise or experience
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Expertise or experience in managing a listed funds platform
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A track record of managing capital and delivering returns on behalf of other people
2 As at 31 December 2010 adjusted for the acquisition of units on 11 March 2011 3 IRESS, 1-Mar-2010 to 13-Jan-2011 (date of Orange Capital’s substantial unitholder notice)
2
According to Moss Capital’s website, the only significant institutional fund under management is a wholesale Australian Solar Fund that invests in solar energy infrastructure projects, with a target fund size of A$100 million. Additionally, Moss Capital does not currently hold an appropriate Australian Financial Services License (AFSL) authorising it, if appointed, to manage CQO. Further, Moss Capital has not provided any explanation of what would happen should it be unsuccessful in obtaining an appropriate AFSL following any appointment as the replacement responsible entity of CQO.
The Activist Hedge Funds have sought to address these failings of Moss Capital by appointing a relatively unknown company, Fortius Group, to provide a number of property related services to CQO in respect of its Australian assets.
The explanatory memorandum does not address how Moss Capital will manage CQO's US assets prior to the sale of those assets. Fortius Group is a small Australian funds management business with approximately 11 real estate employees. In their communications, the Activist Hedge Funds provide no compelling evidence of a proven track record by Fortius Group in successfully managing office assets, such as those within the CQO portfolio, or any experience in managing a listed vehicle that demands the communication, compliance and governance skills required by listed investors. The Activist Hedge Funds have not outlined Moss Capital and Fortius Group skills to manage CQO, including, capital management, portfolio management, asset management, financial management, forecasting, budgeting, tenant relationships and managing near term lease expiries.
The Activist Hedge Funds have advised that there will be costs incurred in changing the responsible entity[4] . However, they have not provided any detail of what those costs are (other than costs relating to calling and running the meeting) and whether those costs will be borne by CQO unitholders. By contrast, Charter Hall paid all costs on its acquisition of the management rights to CHOML in March 2010.
2. In Charter Hall’s view Moss Capital does not have an effective strategy for CQO
In Charter Hall’s view Moss Capital has not articulated a strategy for managing CQO beyond the current management of the vehicle other than to explore a liquidation of the Australian portfolio. The explanatory memorandum contains no stated strategy for managing CQO, a capital management plan or an asset management plan. Additionally, Moss Capital has not stated how it intends to manage any events of default that would be triggered under CQO’s debt facilities, the potential activation of rights of co‐owners under documentation or the taxable capital gain within CQO, if the Australian portfolio is liquidated.
Charter Hall has a clearly stated strategy for CQO, designed to further close the NTA gap and to maximise total investor returns.
Post the planned US sale, Charter Hall's preferred strategy for CQO is to continue to:
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Focus on high quality office buildings in the Sydney and Melbourne CBD markets, with measured exposure to Brisbane and Perth;
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Generate sustainable earnings from a portfolio of prime, stabilised Australian office assets;
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Enhance rental returns through moderate exposure to office developments / refurbishments;
4 As noted on p.20 of the Notice of Meeting
3
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Lease unoccupied space to blue chip and government tenants with high quality covenants;
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Actively implement capital management initiatives;
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Continue CQO’s long standing track record of selective divestment of non‐core assets;
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Maintain conservative gearing of 25% ‐ 35%;
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Target higher distribution payout ratio of 75% ‐ 90%; and
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Extend and diversify average debt maturity.
By comparison, the Activist Hedge Funds and Moss Capital have not provided a clear strategy for CQO beyond undertaking a Strategic Review of CQO, but various public statements released by the Activist Hedge Funds have alluded to their preference of (i) the winding up of CQO or (ii) the sale of CQO units, as a desired outcome of the Strategic Review.
3. Charter Hall believes a forced sale or liquidation of CQO's Australian portfolio will significantly increase risks / costs and be value destructive for unitholders
Charter Hall believes that any forced liquidation of the Australian portfolio is likely to realise net proceeds at a significant discount to book values and be value destructive for unitholders. There is currently circa A$13 billion[5] of institutional real estate current ‘on the market’ , and in Charter Hall’s view the state of the financing market and the level of the Australian dollar would further deter domestic and international buyer interest. If the Activist Hedge Funds’ strategy is pursued, there is significant uncertainty around the trading price and ultimate realised value for CQO unitholders.
The Activist Hedge Funds have previously made public statements regarding the winding up of CQO. In Charter Hall's view, the Activist Hedge Funds' desire to liquidate the Australian assets is driven by their need to provide a liquidity event to meet their short term investment objectives. In Charter Hall’s view the Activist Hedge Funds' objectives are unlikely to be consistent with the investment objectives of the majority of CQO unitholders.
4. Charter Hall believes there are serious conflicts with the Activist Hedge Fund proposal
Charter Hall believes that, if appointed as the responsible entity of CQO, Moss Capital is incentivised by the fee structure to favour liquidation of the Australian portfolio, in a manner consistent with the interests of the Activist Hedge Funds. Moss Capital has proposed a fee structure which involves payment of a performance fee calculated by reference to whether the assets of CQO are sold above certain values. Moss Capital’s financial incentives are inconsistent with the interests of those CQO unitholders who have medium and long term investment objectives in relation to CQO. As mentioned above, Charter Hall believes that the actions of the Activist Hedge Funds are not driven by long term economics, but by a need to provide a liquidity event to meet their own short term investment objectives.
Moss Capital has not identified any independent directors on its responsible entity board.[6]
5 JPMorgan Australian REITs research report, 01-Jun-2011
6 As noted on p.16 of the Notice of Meeting and we note the Activist Hedge Funds have indicated that they intend to appoint independent directors to the RE
4
In addition, Moss Capital has stated that, if appointed as responsible entity, it will appoint Moelis & Company, the Activist Hedge Funds' own financial adviser, to act as financial adviser to CQO and to undertake the Strategic Review of the fund.[7] In Charter Hall’s view, this appointment displays an inherent and serious conflict, which the Activist Hedge Funds have not confirmed how it will be resolved.
5. Charter Hall believes removal of CHOML as responsible entity of CQO will severely disrupt the US asset sale process and impact the net proceeds to unitholders
Charter Hall believes that the removal of CHOML as responsible entity would severely disrupt the US asset sale process and reduce the net proceeds. Charter Hall has intimate knowledge of CQO’s assets, markets, financing arrangements, ownership structures, joint venture partners, lenders, and tenant relationships that will be crucial in facilitating the sale of the US assets and minimise leakage of value. The current US sale process is well progressed with independent advisors and committees appointed to oversee the process. The removal of CHOML would place the successful and timely completion of the sale process at risk, thereby potentially preventing or delaying a significant return of capital to unitholders.
6. CQO’s Australian syndicate facility will be in default as a direct and immediate consequence of the removal of CHOML as responsible entity of CQO and may give co‐ owners of certain premium‐grade properties jointly owned by CQO the right to acquire CQO's interest in prime properties
CHOML as responsible entity of CQO has publicly announced that the removal of responsible entity will have the direct and immediate consequence that CQO’s Australian syndicate facility will be in default. This provides lenders with the ability to accelerate debt repayment, prevent the payment of distributions and returns of capital, to enforce security over CQO’s assets or to otherwise force the sale of assets. Charter Hall believes that it is likely to trigger additional costs for CQO.
In addition, the removal of the responsible entity of CQO may trigger a right under joint venture agreements governing certain jointly owned premium grade CQO properties for the co‐owner to acquire CQO’s interest in the relevant property (1 Martin Place and 2 Park Street). Charter Hall believes that the disposal of the remainder of the portfolio without these prime properties is likely to diminish investor interest.
Charter Hall understands that Moss Capital has not yet approached CQO’s key Australian lenders. The question remains unanswered by Moss Capital how current Australia debt facilities will be repaid or refinanced after any change of the responsible entity. In their NOM, the Activist Hedge Funds have noted that following a change of responsible entity there is no guarantee that refinancing will be available to CQO on reasonable terms.[8]
7 As noted on p.14 of the Notice of Meeting
8 As noted on p.19 of the Notice of Meeting
5
7. CQO unitholders may be subject to a significant capital gains tax liability if the Australian portfolio is liquidated
CQO has advised that a sale of the Australian portfolio at the 31 December 2010 book value would result in a net capital gain to CQO of approximately A$555.8 million, after offsetting Australian capital losses brought forward from prior years, but excluding other potential capital losses which could become available. Australian resident unitholders would be taxable at their marginal rate of tax on their share of this capital gain should the Australian assets be liquidated. This disadvantages Australian investors as after applying any applicable capital gains tax discount, the highest net marginal tax rate for an Australian resident unitholder is 30.00% for companies, 23.25% for individuals and trusts, and 10.00% for superannuation funds[9] relative to 7.50% for US based investors.
FOR THESE REASONS YOU SHOULD VOTE ‘AGAINST’ THE RESOLUTION TO REPLACE CHARTER HALL AS RESPONSIBLE ENTITY OF CQO WITH MOSS CAPITAL.
The original notice of meeting sent to you by the Activist Hedge Funds was accompanied by a form of proxy which defaults to their lawyer unless you indicate otherwise. That proxy form also requires that it be sent to Computershare who are the Activist Hedge Fund’s agent.
IF YOU WISH TO VOTE ‘AGAINST’ THE RESOLUTION, PLEASE COMPLETE THE ENCLOSED PROXY FORM AND RETURN IT IN THE ENCLOSED REPLY PAID ENVELOPE TO CHOML AS RESPONSIBLE ENTITY OF CQO. IF YOU WISH YOU CAN FAX, MAIL OR HAND DELIVER THAT PROXY FORM TO CHOML USING THE DETAILS SET OUT ON THE PROXY FORM. IF YOU HAVE ALREADY RETURNED A COMPLETED PROXY FORM AND NOW WISH TO VOTE AGAINST THE RESOLUTION YOU CAN CHANGE YOUR VOTE BY RETURNING THE ENCLOSED PROXY FORM USING THE DETAILS SET OUT ON THE PROXY FORM AND IT WILL SUPERSEDE ANY EARLIER DATED PROXY FORM(S) RETURNED BY YOU.
To avoid technical issues with your proxy form, please call the Charter Hall Investor Services line below if you have any questions before completing the proxy form. You may still attend the meeting even if you complete the proxy form and send it back to CHOML prior to the meeting.
Investor Services
If you have any questions, please contact Charter Hall Investor Services on 1300 551 378 (Australia), +61 2 8280 7705 (Non‐Australia) or visit www.chaterhall.com.au.
Yours faithfully
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Kerry Roxburgh David Harrison David Southon Charter Hall Chairman Charter Hall Joint Managing Director Charter Hall Joint Managing Director
9 Unitholders should seek their own independent tax advice. Previously stated in the “Managing CQO” presentation, 16th June 2011
6
CHARTER HALL VERSUS MOSS CAPITAL AND FORTIUS ‐ EXPERIENCE AND STRATEGY
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1 CHARTER HALL IS A SEASONED, WELL RESOURCED, INTEGRATED MANAGER WITH A$10.4BN OF ASSETS UNDER MANAGEMENT
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CHC is one of the largest ASX‐listed specialist Australian real estate fund manager with core capabilities in office:
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A$6.7 billion of office asset under management
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1.5 million sqm of office properties owned or managed, with A$337 million co‐invested
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Currently manages circa 5% of Australia’s CBD office space , most of which comprises prime / A‐grade office assets located in strategic markets
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A fully integrated real estate platform with established infrastructure that enables in‐house value creation across asset life cycle
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20 year track record of managing Australian institutional real estate and currently manages 20 listed and unlisted funds on behalf of institutional and retail investors
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Experienced, well resourced and focused management team with over 270 staff located across six offices
2
CHARTER HALL HAS DELIVERED CQO OUTPERFORMANCE OF 16% PRIOR TO ANY INVESTMENT BY THE ACTIVIST HEDGE FUNDS
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CHC has its largest single co‐investment in CQO (approximately A$195 million[10] (significantly larger than the value of the CQO management rights)) and is fully aligned with CQO’s strategic direction and long term returns
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CQO has outperformed the A‐REIT index since CHC took over its management , delivering unitholder returns of 15.98% compared with S&P/A‐REIT 200 Accumulation Index’s 2.51%[11]
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Weighted average lease expiry (‘WALE’) increased from 3.9 years to 4.4 years under CHC management[12]
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Tenant retention rate increased from 81.0% to 89.0%² under CHC management
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Other key global achievements under CHC management include:
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Leases agreed across 242,000 sqm of the portfolio[13]
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A new 12 year lease with Telstra at the Argus Centre, Melbourne increasing WALE from 0.4 years to 11.3 years, and improving the valuation from A$114 million to A$129 million
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Secured BHP Billiton as an anchor tenant of 171 Collins St, Melbourne
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Renewal of the ATO lease at Moonee Ponds for 22,000 sqm (two years ahead of the expiry)
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Terms agreed over 61,326 sqft at Promenade 2, Atlanta
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Completed debt refinancing of A$1,371 million[14]
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CQO has successfully sold €158 million (A$215 million) of assets in Europe and ¥3.5 billion (A$41 million)[15] of assets in Japan
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Increased annual distribution by 9.5% to 20.25 cents per unit
10 As at 31 December 2011 adjusted for the acquisition of CQO units on 11 March 2011.
11 IRESS, 1-Mar-2010 to 13-Jan-2011
12 31-Dec-2009 MOF results presentation and 31-Dec-2010 CHC results presentation
13 From Jun-2010 to Apr-2011, c.150,000 sq m in the US and c.70,000sqm in Australia
14 Includes the $365 million CMBS facility for which terms have been agreed and the US facilities have been converted at an exchange rate of AUD/USD $1.034
15 Assuming an EURAUD exchange rate of $1.352 and AUDJPY exchange rate of 84.39
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3
CHARTER HALL HAS A CLEARLY STATED STRATEGY FOR CQO TO FURTHER CLOSE THE NTA GAP AND DELIVER TOTAL INVESTOR RETURNS
— Post the US asset sale, CQO will continue to:
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Focus on high quality office buildings in Sydney and Melbourne, with measured exposure to Brisbane and Perth
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Generate sustainable earnings from a portfolio of prime, stabilised Australian office assets
-
Enhance returns through a balanced exposure to office developments / refurbishments
-
Lease unoccupied space to blue chip and government tenants with high quality covenants
-
Actively implement capital management initiatives
-
Selective divestment of non‐core assets
-
Maintain conservative gearing of 25% ‐ 35%
-
Target higher distribution payout ratio of 75% ‐ 90%
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Extend and diversify average debt maturity
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US asset sale is currently well progressed and CHC has clearly stated its support for the sale and the intention to distribute net sale proceeds to unitholders
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28 expressions of interest received in the first phase
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Second phase is nearing completion with a select number of investors being granted access to due diligence
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Expected to enter binding contracts during the September 2011 quarter
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Charter Hall believes that a sale of the Australian portfolio in the current environment is likely to promote discounts to book value for the following reasons
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In Charter Hall’s opinion the current Australian office market is in the recovery phase of the property cycle and is underpinned by strong fundamentals and an improving outlook
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Circa A$13 billion[16] of institutional real estate current ‘on the market’ , and the state of the financing market and the level of Australian dollar would further deter domestic and international buyer interests
4
MOSS CAPITAL DOES NOT PROVIDE EVIDENCE OF ITS TRACK RECORD
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Moss Capital has provided no evidence of its funds management expertise in the office sector, no evidence of its expertise in managing a listed fund platform and it provides no evidence of a track record of managing a substantial amount of capital and delivering returns for others
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Moss Capital does not currently hold the applicable Australian Financial Services Licence which is legally required to manage CQO
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To‐date, Charter Hall believes Moss Capital’s investments have been ad hoc with no focus on any particular sector
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According to Moss Capital’s website, the only significant institutional fund under management is a wholesale Australian Solar Fund that invests in solar energy infrastructure projects, with a target fund size of A$100 million.
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Moss Capital has not articulated a strategy for CQO in the event that the Australian portfolio is not sold following their proposed strategic review
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Moss Capital has not articulated a comprehensive long term fund management strategy, asset management philosophy or capital management plan for CQO and it:
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Has not confirmed any distribution policy for CQO
16 JPMorgan Australian REITs research report, 01-Jun-2011
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Has not outlined how they plan to deal with potential events of default under debt documentation, pre‐emptive rights in joint venture documents or tax issues at CQO
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Moss Capital has not confirmed the US based directors that are required to ensure that the US portfolio maintains REIT status (allowing efficient distribution of income)
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There are no independent directors on the board of the proposed responsible entity and no detail has been provided of any of the proposed directors
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Moss Capital has no current or proposed co‐investment in CQO
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FORTIUS GROUP PROVIDES NO EVIDENCE THEY ARE EQUIPPED TO BE APPOINTED TO 5 PROVIDE ANY PROPERTY SERVICES FOR CQO’S EXTENSIVE PORTFOLIO
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Fortius Group is a relatively unknown family owned with an Australian only unlisted funds management business employing approximately 11 real estate employees headed by Ray Sproats
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Fortius Group provides no evidence of a successful track record of managing institutional capital
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Fortius Group has provided no evidence of their:
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Experience in managing a portfolio of prime and A‐grade office assets
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Experience in undertaking portfolio sales and acquisitions
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Tenant relationships and / or capability to sign and renew leases
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Ability to source its own asset deals – it relies on third parties charging additional fees for their services
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Capability or expertise to assist in closing CQO’s US asset sale programme
9
Important Notices
This document has been prepared and issued by Charter Hall Limited (ABN 57 113 531 150) and Charter Hall Funds Management Limited (ABN 31 082 991 786, AFSL 262861) as responsible entity of the Charter Hall Property Trust (together, 'Charter Hall') in response to the Notice of Meeting issued by Orange Capital and the Explanatory Memorandum issued by Orange Capital, Luxor Capital and Point Lobos on 26 June 2011. This document is not issued by the responsible entity of CQO, Charter Hall Office Management Limited (ABN 75 006 765 206).
While reasonable steps have been taken in preparing and issuing this document, none of Charter Hall, its related bodies corporate, directors, employees nor any other person taken to have been involved in the preparation of this document makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained. Except where otherwise disclosed, the information relating to the Activist Hedge Funds, Moss Capital, Fortius Group, Moelis & Company, or attributed to JP Morgan or IRESS in this document has been obtained by Charter Hall from the Notice of Meeting and other publicly available information.
The information in this document is general information. It is not intended to be relied upon as financial product advice to CQO unitholders and does not take into account the investment objectives, financial situation or needs or any particular unitholder. Charter Hall encourages each CQO unitholder to obtain independent financial, legal, tax or other professional advice before making any decisions about how to vote at the meeting, or their investment in CQO.
Some of the statements appearing in this document may be in the nature of forward looking statements. You should be aware that such statements are based on various assumptions and are, by their very nature, subject to uncertainty and contingencies, many of which are outside the control of Charter Hall and its related bodies corporate. Actual events or results may vary from the events or results expressed or implied in any forward looking statement and any variation may be materially positive or negative. No representation or warranty is made by Charter Hall, its related bodies corporate, directors, employees or any other person taken to have been involved in the preparation of this document that any of the events or results expressed or implied in any forward looking statement will be achieved. You are cautioned not to place undue reliance on such statements.
This document is not intended to be, and does not constitute, an offer or a recommendation to acquire any securities in Charter Hall.
This document has been prepared in accordance with Australian law and the information contained in this letter may not be the same as that which would have been disclosed if this letter had been prepared in accordance with law and regulations outside Australia.
10
lOdGe yOur VOte
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ARSN 093 016 838 Manager: Charter Hall Office Management Limited ABN 75 006 765 206 AFSL 247075 As responsible entity of Charter Hall Office REIT
By mail: Charter Hall Office Management Limited [By fax:][ +61 2 9262 6724] as responsible entity of Charter Hall Office REIT Reply Paid 2704 SYDNEY NSW 2001
All enquiries to: Telephone: 1300 551 378 Overseas: +61 2 8280 7705
X99999999999
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UniTHOLDER VOTinG FORM
I/We being a unitholder(s) of Charter Hall Office REIT (the Fund) and entitled to attend and vote hereby appoint:
steP 1 aPPOint a PrOXy
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X
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Guy Alexander
or failing him, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf (including, without limitation, to vote as the proxy sees fit on any procedural resolution or motion) and to vote in accordance with the following direction for me/us on my/our behalf at the General Meeting of Charter Hall Office REIT to be held at 10:00am (AEST) on Wednesday, 27 July 2011, at the Grand Ballroom, Sheraton on the Park, 161 Elizabeth Street, Sydney and at any adjournment or postponement of the meeting. Guy Alexander is a partner of Allens Arthur Robinson, lawyers for Charter Hall Group (Charter Hall Limited and Charter Hall Funds Management Limited as responsible entity for Charter Hall Property Trust).
Proxies will only be valid and accepted by the Manager if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf.
STEP 2
VOtinG direCtiOns
Ordinary resOlutiOn
resolution 1
Removal of Charter Hall Office Management Limited and appointment of Moss Capital Funds Management Limited as Responsible Entity of the Fund
For Against Abstain X
To consider, and if thought fit, pass as an ordinary resolution:
‘THAT:
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(a) Charter Hall Office Management Limited ACN 006 765 206 be removed; and
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(b) Moss Capital Funds Management Limited ACN 125 903 031 be appointed,
as the responsible entity of Charter Hall Office REIT ARSN 093 016 838 pursuant to its constitution and section 601FM of the Corporations Act 2001 (Cth).’
steP 3
SiGnATURE OF UniTHOLDERS – THiS MUST BE COMPLETED
Unitholder 1 (Individual) Joint Unitholder 2 (Individual) Joint Unitholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director Contact Name Contact Daytime Telephone Date of Execution ( ) / /
This form should be signed by the Unitholder. If a joint holding, either Unitholder may sign. If signed by the Unitholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).
CQO PRX101
HOW TO COMPLETE THiS PROXY FORM
Your name and Address
This is your name and address as it appears on the Fund’s Unit register. If this information is incorrect, please make the correction on the form. Unitholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your Units using this form.
Signing instructions
You must sign this form as follows in the spaces provided:
individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either Unitholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
Corporate Representatives
If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Fund’s Unit registry.
Lodgement of a Proxy Form
This Proxy Form (and any Power of Attorney under which it is signed) must be received by the Manager at an address given below or by fax by 10:00am (AEST) on Monday, 25 July 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Proxy Forms may be lodged using the reply paid envelope or:
- by mail:
Charter Hall Office Management Limited as responsible entity of Charter Hall Office REIT Reply Paid 2704 SYDNEY NSW 2001
by fax:
+61 2 9262 6724
by hand:
delivering it to Charter Hall Office Management Limited, Level 11, 333 George Street, Sydney NSW, Monday to Friday between 8:30am – 5:30pm (AEST).
if you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.