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CHARTER HALL GROUP Delisting Announcement 2012

Apr 30, 2012

64645_rns_2012-04-30_d3a24ccf-e561-4c8f-80f7-28f60abc9ae9.pdf

Delisting Announcement

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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 ANNOUNCEMENT

ANNOUNCEMENT OF IMPLEMENTATION OF THE PROPOSAL

Monday, 30 April 2012

Charter Hall Office Management Limited (CHOML), the responsible entity for Charter Hall Office REIT (ASX:CQO) (CQO) is pleased to announce that, under the terms of the proposed trust scheme under which Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Public Sector Pension Investment Board of Canada and a member of the Charter Hall Group (collectively known as the ‘Bidders’) will acquire all the units in CQO except certain of those held by the Bidders or their associates (Scheme Units) (Proposal) (outlined in the explanatory memorandum dated 10 February 2012 (Explanatory Memorandum)), all of the Scheme Units were today transferred to the Bidders or their nominees.

The Proposal was approved by CQO unitholders at a meeting held on 15 March 2012 and the Proposal became effective on 13 April 2012.

The following payments will be dispatched today, or as soon as reasonably practicable:

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  • the Scheme Cash Consideration of $1.8332: to all unitholders other than the Excluded Unitholders (as defined in the Constitution of CQO) who held CQO units at 7:00pm on 20 April 2012 (Record Date);

  • the Implementation Distributions of $0.6568: to all unitholders who held CQO units at 7:00pm on the Record Date; and

  • the second United States sales distribution of $0.60 announced on 20 April 2012: to all unitholders who held CQO units at 7:00pm on the Record Date.

The earliest expected date on which (or as soon as reasonably practicable after which) any part of the Scheme Contingent Consideration will be dispatched to all unitholders who held CQO units at 7:00 pm on

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the Record Date, is 30 October 2012[1] . Updates in relation to Scheme Contingent Consideration will be provided at www.charterhall.com.au/Charter-Hall-Office-Trust.

An application for CQO to be removed from the Official List of the Australian Securities Exchange (ASX), with effect from close of trading tomorrow, 1 May 2012 (or from such later time as determined by ASX), has been made.

A copy of a letter sent to CQO unitholders today regarding the implementation of the Proposal is attached.

For further information please contact:

Adrian Taylor Jill Rikard-Bell Chief Executive Officer Chief Operating Officer Charter Hall Office REIT Charter Hall Office REIT Tel: +61 2 8295 1024 Tel: +61 2 8295 1013 - [email protected] jill.rikard [email protected]

Investor enquiries: Media enquiries: Kylie Ramsden Rachel Mornington-West Head of Listed Investor Relations Head of Marketing and Communications Charter Hall Charter Hall Tel: +61 2 8295 1016 Tel: +61 2 8908 4093 - [email protected] rachel.mornington [email protected]

About Charter Hall Office REIT

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

A proposal to acquire the issued units in Charter Hall Office REIT was approved at a Charter Hall Office REIT Unitholder meeting on 15 March 2012. Following implementation of the Proposal the Charter Hall Office REIT will be de-listed from the ASX and re-formed into a new Charter Hall managed wholesale fund to be called Charter Hall Office Trust (CHOT).

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

1 The timing of any payments of Scheme Contingent Consideration is subject to a number of variables, including whether any Relevant Claims (as defined in the Explanatory Memorandum) have arisen. Accordingly, there can be no assurance that any or all the Scheme Contingent Consideration will be paid on 30 October 2012.

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30 April 2012

Dear Unitholder

Charter Hall Office Management Limited ABN 75 006 765 206 AFS Licence No. 247075 Responsible entity of Charter Hall Office REIT Level 11, 333 George Street Sydney NSW 2000 GPO Box 2704 Sydney NSW 2001 Direct +61 2 8908 4000 Australia 1300 365 585 International +61 2 8908 4036 Registry 1300 303 063 Fax +61 2 8908 4040 charterhall.com.au/Charter-Hall-Office-Trust

Further to my letter accompanying the Charter Hall Office REIT (CQO) Explanatory Memorandum dated 10 February 2012, I am pleased to confirm that CQO unitholders approved the proposal for the acquisition by Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Canadian Public Sector Pension Investment Board and a member of the Charter Hall Group (ASX:CHC) (together, the Bidders) of all the issued units in CQO (except certain of those held by the Bidders or their associates) (CQO Units) by way of a trust scheme (Proposal) at the meeting of CQO unitholders held on 15 March 2012.

All conditions precedent to the Proposal have now been met, including the completion of the sale of CQO’s remaining US properties. The Proposal became effective on 13 April 2012 (Effective Date) and CQO units were suspended from trading on the Australian Securities Exchange as at close of business that day.

As you held CQO Units at 7:00pm on 20 April 2012 (Record Date), you are entitled to receive the Scheme Cash Consideration, Implementation Distributions and the Second US Sales Distribution. This letter is sent to you on the Implementation Date, being 30 April 2012, and as such these payments will be made on this date (or as soon as reasonably practicable thereafter).

A summary of all payments, including those being made on 30 April 2012 or soon thereafter, and the estimated amount of Scheme Contingent Consideration to be paid to CQO unitholders from 30 October 2012, are set out below.

Type of payments Amount (A$ per unit)
Estimated date of
despatch
Scheme Cash Consideration
Implementation Distributions
Scheme Cash Consideration + Implementation
Distributions
First US Sales Distribution
Second US Sales Distribution
Scheme Contingent Consideration1
US Sales Distributions + Scheme Contingent
Consideration
Total proceeds to CQO Unitholders
$1.8332
30 April 2012
$0.6568
30 April 2012
$2.49
$0.48
8 March 2012
$0.60
30 April 2012
Estimated at $0.09
From
30 October 2012
$1.17
$3.66

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We were pleased to announce to the market on 20 April that the US Sales Proceeds total was A$1.17 per CQO unit, 5% above the A$1.11 forecast in the Explanatory Memorandum. This improvement was driven by factors including management’s ability to minimise transaction costs, structure a share of profit from the sale of one of the US properties to a third party, and more favourable AUD/USD exchange rates. Following these improvements, the total proceeds to unitholders equals CQO’s Net Tangible Assets per unit of $3.66 as at 31 December 2011.

As outlined in the Explanatory Memorandum, up to $0.15 per CQO Unit was estimated to be withheld in CQO to meet certain types of potential and contingent liabilities and costs, predominantly related to CQO’s offshore subsidiaries. As announced on the Record Date, a lower amount of approximately $0.09 per CQO Unit has been withheld, with the remaining $0.06 per CQO Unit being paid as part of the Second US Sales Distribution today. As highlighted in the table above, any amounts withheld not required to meet actual liabilities and costs will be paid to CQO unitholders as Scheme Contingent Consideration. The earliest expected date on which any Scheme Contingent Consideration will be dispatched is 30 October 2012[1] . Additional information about any amounts of Scheme Contingent Consideration will be made available on CQO’s website www.charterhall.com.au/Charter-Hall-Office-Trust from time to time.

CQO will be de-listed from the Australian Securities Exchange with effect from the close of business on 1 May 2012 or shortly thereafter. However, unitholders can continue to update their information for payment of the Scheme Contingent Consideration through Link Market Services.

A Payment Advice for those payments made on 30 April or shortly thereafter is enclosed. To assist in finalising your 2012 income tax return, an annual taxation statement will also be mailed to all unitholders following the end of the 2012 financial year.

I would like to take this opportunity to say that it has been an honour chairing the Board of Directors of CQO, and on behalf of the CHOML Board and CQO’s management, I thank all our unitholders for their support for CQO over the past 18 years as a listed fund.

Finally, enclosed for your consideration is some information on Charter Hall’s unlisted investment opportunities. Charter Hall has a 20 year track record of managing unlisted property funds and syndicates on behalf of retail investors and Charter Hall Direct Property provides opportunities for investment across all commercial property sectors.

Should you wish to discuss any of the matters raised in this letter please speak with your financial adviser or contact our investor information line on 1300 303 063 (or if calling from overseas +61 2 8280 7134).

Yours sincerely

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Roger Davis Independent Chairman of Charter Hall Office Management Limited

1 The Scheme Contingent Consideration may be reduced by the amount of certain claims, liabilities and expenses in accordance with the terms of the Scheme Implementation Agreement dated 31 December 2011. The timing of any payments of Scheme Contingent Consideration is subject to a number of variables, including whether any Relevant Claims (as defined in the Explanatory Memorandum) have arisen. Accordingly, there can be no assurance that any or all the Scheme Contingent Consideration will be paid on 30 October 2012.