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CHARTER HALL GROUP Capital/Financing Update 2011

Aug 28, 2011

64645_rns_2011-08-28_7266fd26-ad1d-4688-a913-c893bf7ddea9.pdf

Capital/Financing Update

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Charter Hall Office Management Limited ABN 75 006 765 206 AFS Licence No. 247075 as responsible entity of Charter Hall Office REIT

ASX/MEDIA ANNOUNCEMENT

APPROACH FROM CONSORTIUM ARRANGED BY MACQUARIE CAPITAL GROUP

Monday, 29 August 2011

Charter Hall Office Management Limited (‘CHOML’) the responsible entity of Charter Hall Office REIT (ASX:CQO) (‘CQO’) makes the following announcement.

On 26 August 2011, after the close of ASX trading, the Independent Directors of CHOML, Roger Davis (Chairman), James Broadbent and Andrew Love (‘Independent Directors’), received an indicative, highly conditional, non binding and confidential proposal from Macquarie Capital Group Limited (‘Macquarie’) on behalf of a consortium including itself and a number of global institutional investors (‘the Consortium’) to acquire for cash all of the CQO issued units, other than those held by Charter Hall Group (ASX:CHC) (‘CHC’) (‘Indicative Proposal’).

The Indicative Proposal letter contains the following statement:

The Consortium is contemplating an indicative proposal price for the Australian portfolio of $2.39 per CQO Unit reflecting the Consortium’s views on asset pricing, estimated sell side costs, anticipated capex commitments and expected tax liabilities that will be inherited. This amount is indicative only based on publicly available information and subject to a number of variables and due diligence. This equates to $3.52 per CQO Unit after adding the expected capital return from the US portfolio divestment of $1.13.

The Indicative Proposal is highly conditional and is stated to be subject to a number of conditions being satisfied, including the conditions referred to below:

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  • The Consortium and CHC reaching agreement on the appropriate terms of CHOML continuing to act as responsible entity of CQO and CHC retaining its CQO unitholding should the Indicative Proposal be successful;

  • The Consortium concluding arrangements with the global institutional investors relating to their participation in the Indicative Proposal;

  • The Consortium being provided with a six week period to undertake due diligence on CQO’s Australian assets on an exclusive basis;

  • The United States (‘US’) asset sale being concluded and the return of capital to CQO unitholders resulting therefrom having been completed;

  • All necessary regulatory and third party approvals to allow the Indicative Proposal to be completed having been obtained; and

  • The recommendation of the Independent Directors for the Indicative Proposal and the approval of the CQO unitholders.

Macquarie advised the Independent Directors that CHC had been notified of the Consortium’s interest in pursuing the Indicative Proposal but CHC had indicated to Macquarie that any decision to engage with the Consortium to further consider its role in respect of the Indicative Proposal, would only follow the Independent Directors’ decision to allow the Consortium to undertake due diligence.

The Independent Directors have not formed a view at this stage as to the merits of the Indicative Proposal nor have the Independent Directors agreed to facilitate the Indicative Proposal by allowing the Consortium to undertake due diligence of the CQO Australian assets on an exclusive basis. The Independent Directors propose to have discussions with Macquarie in relation to a number of important matters concerning the Indicative Proposal including price and conditions. The Independent Directors will determine whether to grant due diligence access to the Consortium following those discussions and will make a further announcement to the ASX at that time.

A committee of the Independent Directors will be formally established as a sub-committee of the CHOML board to progress all aspects of the Indicative Proposal. Given the potential involvement of CHC if the Indicative Proposal proceeds, David Harrison and David Southon will not be members of this subcommittee.

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The Independent Directors can provide no assurance at this stage either that the Indicative Proposal will proceed or that the Consortium will be granted due diligence. Accordingly, CQO unitholders should take no action at this time.

The Indicative Proposal will not have any impact on the completion of the US sale process, for further details see the ASX announcement made by CQO on 3 August, 2011.

For further information please contact:

Adrian Taylor

Chief Executive Officer Charter Hall Office REIT Tel: +61 2 8295 1024 [email protected]

About Charter Hall Office REIT

Charter Hall Office REIT is a leading listed real estate investment trust with a portfolio of high grade office buildings predominantly located in major business districts across Australia and the United States (under contract for sale). A customer focused approach to asset management drives the leasing and refurbishment initiatives with a view to maximising returns of the underlying assets.

Charter Hall Office REIT is managed by Charter Hall Group (ASX:CHC) is one of Australia’s leading fully integrated property groups, with 20 years’ experience managing high quality property on behalf of institutional, wholesale and retail clients. Charter Hall has over $10 billion of funds under management across the office, retail, industrial and residential sectors. The Group has offices in Sydney, Melbourne, Brisbane, Adelaide, Perth, Warsaw and Chicago.

The Group’s success is underpinned by a highly skilled and motivated team with diverse expertise across property sectors and risk-return profiles. Sustainability is a key element of its business approach and by ensuring its actions are commercially sound and make a difference to its people, customers and the environment, Charter Hall can make a positive impact for its investors, the community and the Group.

For further information on Charter Hall Group and Charter Hall Office REIT go to www.charterhall.com.au