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CHARTER HALL GROUP — Capital/Financing Update 2010
Feb 11, 2010
64645_rns_2010-02-11_c3331ba7-ed53-4de7-be05-b075930e747b.pdf
Capital/Financing Update
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Macquarie CountryWide Management Limited ABN 46 069 709 468 AFS Licence No. 246996 A Member of the Macquarie Group of Companies Manager of Macquarie CountryWide Trust
No 1. Martin Place Telephone +61 2 8232 3333 SYDNEY NSW 2000 Investor Services +61 2 8232 6635 GPO Box 4294 Fax +61 2 8232 4713 SYDNEY NSW 1164 Country Callers 1300 365 585 AUSTRALIA Internet www.macquarie.com.au/reits
UNIT REGISTRY c/- Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Locked Bag A14 Sydney South NSW 1235 Telephone 1300 303 063 Email [email protected]
12 February 2010
ASX RELEASE
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Macquarie CountryWide Trust
SALE OF THE MANAGER OF MACQUARIE COUNTRYWIDE TRUST
Macquarie CountryWide Management Limited (“ MCML ”), as responsible entity of Macquarie CountryWide Trust (ASX:MCW) (“ MCW ”), notes the announced transaction by Macquarie Group Limited (ASX:MQG) (“ Macquarie ”) to sell the majority of its Australian core real estate funds management platform to Charter Hall Group (ASX:CHC) (“ Charter Hall ”). As part of this transaction, Macquarie will sell to Charter Hall 100% of the shares in MCML and 7.5% of the units in MCW. This is consistent with Macquarie’s strategy regarding its listed specialist funds business.
While the transaction is between Macquarie and Charter Hall, MCML was informed of the negotiations in relation to the transaction. In order to consider the transaction, the board of MCML formed an Independent Board Committee (“ IBC ”) comprised of only the independent directors[1] to consider the transaction.
The IBC has undertaken enquiries to identify any potential adverse consequences as a result of the change in ownership of the MCML. The IBC engaged Mallesons Stephen Jaques and Ernst & Young to provide advice to the IBC in making this assessment.
Matters taken into account included:
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If the transaction would lead to any adverse consequences under existing joint venture or financing agreements having regard to the support arrangements provided by Macquarie;
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Whether Charter Hall has, or is expected to have, the resources and capabilities to operate MCW effectively and in an appropriate manner in line with MCW’s current investment strategy;
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Charter Hall’s intentions in relation to the fees payable by MCW and related party approval processes; and
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Whether any costs of the transaction would be borne by MCW.
1 The independence of directors is assessed annually in accordance with MCML’s published criteria which are available at http://www.macquarie.com.au/au/property/acrobat/mcw_corporate_governance.pdf. None of the MCML directors are independent under the ASX Corporate Governance Principles and Recommendations.
None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities.
Sale of the Manager of MCW.doc
Macquarie CountryWide Management Limited
2
The IBC has formed the view that overall, the transaction does not appear to be adverse to the interests of MCW’s unitholders. The IBC notes that the transaction does not affect any statutory rights of unitholders.
The IBC’s view is based on the following occurring as part of the transaction:
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Key senior management personnel responsible for MCW accepting the offer of employment by Charter Hall.
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A large majority of employees of Macquarie involved with the real estate investment management platform accepting the offer of employment by Charter Hall.
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The outstanding consents to change of control being granted or ceasing to be required prior to the transfer of the shares in MCML to Charter Hall.
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Charter Hall and MCML executing a Resources Agreement in the form already agreed, to ensure Charter Hall provides the support required by MCML to properly perform its role as the responsible entity of MCW.
MCML CEO, Mr Steven Sewell, has entered into an employment agreement with Charter Hall and will continue in this role. In addition, most of MCW’s management team (who are currently employees of Macquarie) will be offered employment with Charter Hall. The transition and integration of the existing management team has been a key focus, to ensure that there is no disruption to the operations of MCW.
The IBC notes that this is a transformational transaction for Charter Hall and is not without some risk to unitholders including business integration and transition execution risk.
Further details on the transaction are contained in the ASX releases made by Charter Hall and Macquarie.
For further information, please contact:
Kylie Butcher Head of Investor Relations Phone: 02 8232 8516
Amanda Gilbert
Public Affairs Manager Phone: 02 8232 8647