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DEXUS — Capital/Financing Update 2009
Apr 22, 2009
64807_rns_2009-04-22_336a76be-d276-4081-8052-0f5f2d66eaea.pdf
Capital/Financing Update
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23 April 2009
The Manager Australian Stock Exchange Limited 20 Bridge Street Sydney NSW 2000
DEXUS Funds Management Limited ABN 24 060 920 783 AFSL: 238163 Level 9, 343 George Street Sydney NSW 2000 PO Box R1822 Royal Exchange NSW 1225 Telephone 02 9017 1100 Direct 03 8611 2930 Facsimile 03 8611 2910
Email: [email protected]
Dear Sir/Madam
DEXUS Property Group (ASX: DXS) Draft Retail Information Booklet for the Equity Raising
DEXUS Funds Management Limited (ABN 24 060 920 783), in its capacity as responsible entity of the DEXUS Property Group, announces today the draft Retail Information Booklet for the Equity Raising as mentioned in the recent announcement to the market dated 21 April 2009.
Attached is the draft Retail Information Booklet. The final Retail Information Booklet (including the Entitlement and Acceptance Form) will be released to the market and dispatched to eligible retail securityholders on 28 April 2009.
For further information, please contact:
Investor Relations: Karol O’Reilly (03) 8611 2930 Media Relations: Emma Parry (02) 9017 1133
Yours sincerely
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John Easy Company Secretary
DEXUS Property Group Retail Information Booklet
DRAFT
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
2-for-7 Accelerated Non-renounceable Entitlement Offer and Institutional Placement to raise approximately $749 million Retail Entitlement Offer closes at 5.00pm (AEST) on 20 May 2009
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Important information
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS
This Retail Information Booklet is issued by DEXUS Funds Management Limited (ABN 24 060 920 783) ( DXFM ) as the responsible entity of DEXUS Property Group and is dated 28 April 2009.
DEXUS Property Group comprises DEXUS Diversified Trust (ARSN 089 324 541) ( DDF ), DEXUS Industrial Trust, (ARSN 090 879 137) ( DIT ), DEXUS Office Trust (ARSN 090 768 531) ( DOT ) and DEXUS Operations Trust (ARSN 110 521 223) ( DXO ) (together, DEXUS ).
This Retail Information Booklet and the accompanying Entitlement and Acceptance Form are important and require your immediate attention. You should read these documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.
In particular, you should consider the risk factors outlined in the Investor Presentation (included in this Retail Information Booklet as Annexure I), particularly in the ”Key Risks” section and “Appendix I Risks – additional detail”. You should also consider the tax implications outlined in Section 3 of this Retail Information Booklet. The potential tax effects of the Retail Entitlement Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser before deciding whether or not to participate in the Retail Entitlement Offer.
Neither this Retail Information Booklet nor the accompanying Entitlement and Acceptance Form are a prospectus or product disclosure statement for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not and are not required to contain all of the information which would otherwise be required to be disclosed in a prospectus or product disclosure statement. They are not required to be and will not be lodged with ASIC.
This Retail Information Booklet should be read in conjunction with DEXUS’s other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.
Unless otherwise stated, all amounts in this Retail Information Booklet are in A$ and financial data is presented as at 31 December 2008. DEXUS does not give any undertaking or representation that information in this Retail Information Booklet will be updated, except to the minimum extent required by law.
Neither DEXUS nor any other person warrants or guarantees the future performance of DEXUS or any return on any investment made under this Retail Information Booklet.
This Retail Information Booklet contains forward-looking statements, including indications of, and guidance on, future earnings and financial position and performance of DEXUS (including the Earnings and Distribution Guidance). Forward looking statements include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘could’, ‘may’, ‘intends’, ‘guidance’, ‘expects’, ‘plans’ or similar expressions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond DEXUS’s control, and which may cause actual results to differ
materially from those expressed in the statements contained in this Retail Information Booklet. You should not place undue reliance on these forward-looking statements having regard to the fact that the stated outcome may not be achieved. These forward-looking statements are based on information available to DEXUS as of the date of this Retail Information Booklet. Except as required by law or regulation (including the ASX Listing Rules), DEXUS undertakes no obligation to update these forward-looking statements.
To the maximum extent permitted by law, DXFM, DEXUS, the Underwriters and their officers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this Retail Information Booklet, or likelihood of fulfillment of any forward looking statement, and disclaim all responsibility and liability for such information or forward looking statements (including, without limitation, liability for negligence).
The Underwriters have not authorised, permitted or caused the issue, lodgment, submission, dispatch or provision of this Retail Information Booklet or the accompanying Entitlement and Acceptance Form, and do not make or purport to make any statement in this Retail Information Booklet or the accompanying Entitlement and Acceptance Form. There is no statement in this Retail Information Booklet or the accompanying Entitlement and Acceptance Form which is based on any statement by the Underwriters other than references to their respective names.
Please see the Investor Presentation (included in this Retail Information Booklet as Annexure I) for other important notices, disclaimers and acknowledgements.
Please see page 57 of this Retail Information Booklet (inside back cover of this Retail Information Booklet) for important Eligible Retail Securityholder declarations in relation to the Retail Entitlement Offer.
This Retail Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“US Person”). Neither this Retail Information Booklet nor the accompanying Entitlement and Acceptance Form may be distributed to, or relied upon by, persons in the United States or who are, or are acting for the account or benefit of, US Persons. Neither Entitlements nor New Securities offered in the Entitlement Offer have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. Entitlements may not be taken up by persons in the United States or by persons who are, or are acting for the account or benefit of a US Person. New Securities may not be offered or sold or resold in the United Sates or to, or for the account or benefit of, a US Person except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and any applicable US state securities law. Accordingly, New Securities will constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as New Securities remain restricted securities, New Securities may not be deposited in any unrestricted American Depositary Receipt Facility with respect to the securities of DEXUS that DEXUS may establish.
(i) DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
letter from the Chair
DEXUS Property Group – Retail Entitlement Offer
Dear Securityholder,
On behalf of your Board, I am pleased to offer Eligible Securityholders the opportunity to participate in a 2-for-7 entitlement offer of new securities ( New Securities ) in DEXUS Property Group ( DEXUS ), at an issue price of $0.65 per New Security.
This offer is part of the equity raising announced on 21 April 2009 where DEXUS announced its intention to raise approximately $749 million in new capital ( Equity Raising ). The Equity Raising comprises an institutional placement of approximately $90 million ( Institutional Placement ) and an entitlement offer to raise approximately $659 million ( Entitlement Offer ). The Institutional Placement and the Entitlement Offer are fully underwritten.
The proceeds from the Equity Raising will be used to repay debt to further strengthen DEXUS’s balance sheet. The Equity Raising is consistent with the Board’s strategy of strengthening DEXUS’s position as a leading owner, manager, developer of high quality office and industrial properties in selected locations, predominantly within Australia.
This letter relates to the retail component of the Entitlement Offer ( Retail Entitlement Offer ) which is underwritten, and will raise approximately $91 million. The issue price of $0.65 per New Security under the Retail Entitlement Offer is the same issue price paid by Institutional Investors under the Equity Raising, and represents a discount of 21.2% to the closing price of DEXUS’s securities on 20 April 2009, a discount of 16.9% to the theoretical ex-rights price and a discount of 43.0% to pro forma net tangible assets per Security as at 31 December 2008.
The Retail Information Booklet and the accompanying Entitlement and Acceptance Form each contain important information about the Retail Entitlement Offer. The Retail Information Booklet also contains an Investor Presentation released to the Australian Securities Exchange ( ASX ) concerning the Equity Raising and an asset sale program. I recommend that you read these documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.
To participate in the Retail Entitlement Offer, you must have completed an Application and paid any Application Monies in full before 5.00pm (AEST) on 20 May 2009, otherwise your rights under the Retail Entitlement Offer will lapse.
You should seek appropriate professional advice before making any investment decision. If you have any questions about the Retail Entitlement Offer, please contact the DEXUS Securityholder Information Line on 1800 819 675 (toll free within Australia) or on +61 2 8280 7126 (from outside Australia) during the Entitlement Offer Period.
The Board of DEXUS Property Group recommends the Retail Entitlement Offer to you and thanks you for your continued support of DEXUS.
Yours sincerely
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Christopher T Beare Chair
Date 28 April 2009
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Equity Raising timetable – key dates1
| Institutional Placement and Institutional Entitlement Offer | 21 April 2009 to 22 April 2009 |
|---|---|
| Record Date for the Entitlement Offer | 7.00pm (AEST), 24 April 2009 |
| Retail Entitlement Offer opens | 28 April 2009 |
| Last date for Eligible Retail Securityholders to lodge an Application | 5.00pm (AEST), 30 April 2009 |
| to be allotted New Securities at the same time as Eligible Institutional | |
| Securityholders under the Institutional Entitlement Offer (Initial Retail | |
| Acceptance Due Date) | |
| Settlement of applications under the Institutional Placement, Institutional | 5 May 2009 |
| Entitlement Offer and under the Retail Entitlement Offer for which valid | |
| Applications have been received by Initial Retail Acceptance Due Date | |
| Allotment of New Securities issued under the Institutional Placement, | 6 May 2009 |
| Institutional Entitlement Offer and under the Retail Entitlement Offer | |
| for which valid Applications have been received by Initial Retail | |
| Acceptance Due Date (Initial Allotment) | |
| Despatch of holding statements in relation to Initial Allotment | 6 May 2009 |
| Expected date for trading of New Securities allotted under the Initial Allotment | 6 May 2009 |
| Retail Entitlement Offer closes (Final Retail Closing Date) | 20 May 2009 |
| Final settlement of New Securities under the Retail Entitlement Offer | 26 May 2009 |
| not already allotted under Initial Allotment | |
| Final allotment of New Securities under the Retail Entitlement | 27 May 2009 |
| Offer not already allotted under Initial Allotment (Final Allotment) | |
| Despatch of holding statements in relation to Final Allotment | 28 May 2009 |
| Expected date for trading of New Securities allotted under the Final Allotment | 28 May 2009 |
1 This timetable is indicative only and subject to change without notice. All times are AEST. The commencement of quotation of New Securities is subject to confirmation from ASX. DEXUS, in conjunction with the Underwriters, reserves the right to amend this timetable, at any time and without notice.
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What should you do?
1. Read this Retail Information Booklet and the accompanying Entitlement and Acceptance Form, and seek advice as appropriate
This Retail Information Booklet and the accompanying Entitlement and Acceptance Form contain important information about the Retail Entitlement Offer. You should read them carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.
If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.
2. Decide what you want to do
If you are an Eligible Retail Securityholder, you may subscribe for all, some or none of your Entitlement or apply for additional New Securities in excess of your Entitlement (see Section 2 for further details).
Eligible Retail Securityholders who do not participate in the Retail Entitlement Offer will have their percentage holding in DEXUS reduced. Eligible Retail Securityholders who participate in the Retail Entitlement Offer will see their percentage holding in DEXUS reduce, increase or stay the same depending on the proportion of their Entitlement they subscribe for and the total number of New Securities issued under the Equity Raising.
3. Apply for New Securities
To participate in the Retail Entitlement Offer, you must have submitted an Application and paid all Application Monies in full before 5.00pm (AEST) on 20 May 2009, otherwise your rights under the Retail Entitlement Offer will lapse.
Eligible Retail Securityholders who choose to apply, with full payment of all Application Monies, before the Initial Retail Acceptance Due Date will be issued New Securities at the same time as Eligible Institutional Securityholders participating in the Institutional Entitlement Offer.
See Section 2 and the Entitlement and Acceptance Form for further details.
4. Questions
If you have any questions relating to the Equity Raising, you can contact the DEXUS Securityholder Information Line on 1800 819 675 (toll free within Australia) or on +61 2 8280 7126 (from outside Australia) during the Entitlement Offer Period.
Entitlements cannot be traded on the ASX or any other exchange or be otherwise transferred.
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Contents
| Important information | (i) |
|---|---|
| Letter from the Chair | 1 |
| Equity Raising timetable – key dates | 2 |
| What should you do? | 3 |
| Section 1 – Overview of the Equity Raising | 6 |
| Section 2 – How to apply – Eligible Retail Securityholders | 8 |
| Section 3 – Taxation | 11 |
| Section 4 – Additional information | 12 |
| Glossary | 15 |
| Annexure I – Investor Presentation | 18 |
| Eligible Retail Securityholder declarations | 57 |
| Directory |
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 5
Section 1 quESTIONS ANd ANSWERSOverview of the Equity Raising
1.1 Equity Raising
DEXUS intends to raise approximately $749 million under the Equity Raising, which comprises the Institutional Placement and the Entitlement Offer.
Under the Entitlement Offer, DEXUS is offering Eligible Securityholders the opportunity to subscribe for 2 New Securities for every 7 Existing Securities held on the Record Date at an issue price of $0.65 per New Security. The Entitlement Offer is non-renounceable, which means that Entitlements are non-transferable and cannot be sold or traded.
Please refer to the Investor Presentation annexed to this Retail Information Booklet for information on the purpose of the Equity Raising, the sources and application of the proceeds of the Equity Raising, and for information on DEXUS’s business, performance and strategy.
1.2 Retail Entitlement Offer
Eligible Retail Securityholders are invited to subscribe for all or part of their Entitlement and are being sent this Retail Information Booklet with a personalised Entitlement and Acceptance Form. In addition, Eligible Retail Securityholders may also subscribe for additional New Securities in excess of their Entitlement.
The Retail Entitlement Offer constitutes an offer only to Eligible Retail Securityholders, being Securityholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. The following persons are not entitled to participate in the Retail Entitlement Offer:
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n any Eligible Institutional Securityholder (other than a nominee to the extent that the nominee also holds on behalf of an Eligible Retail Securityholder);
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n any Ineligible Institutional Securityholder; or
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n persons in the United States or US Persons or acting for the account or benefit of a US Person.
Eligible Retail Securityholders have the opportunity to be allotted New Securities at the same time as Eligible Institutional Securityholders under the Institutional Entitlement Offer on 6 May 2009 if they submit an Application and pay all relevant Application Monies by the Initial Retail Acceptance Date. Otherwise, the Retail Entitlement Offer closes at 5.00pm (AEST) on 20 May 2009, with New Securities to be allotted on 28 May 2009.
The Retail Entitlement Offer is underwritten, and will raise approximately $91 million. The issue price under the Retail Entitlement Offer is the same as the issue price under the Institutional Entitlement Offer and Institutional Placement.
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1.3 Institutional Entitlement Offer and Institutional Placement
On 21 April to 22 April 2009, DEXUS successfully conducted the Institutional Entitlement Offer to raise approximately $568 million, and the Institutional Placement to raise approximately $90 million, at an issue price of $0.65 per New Security. The Institutional Entitlement Offer and the Institutional Placement are fully underwritten and New Securities issued in relation to these components are expected to be allotted on 6 May 2009.
1.4 Ranking of New Securities
New Securities will be issued on a fully paid basis and will rank equally with Existing Securities and will be entitled to receive the full June 2009 half year distribution.
1.5 Reconciliation
In any entitlement offer investors may believe that they own more existing securities on the Record Date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Securityholders have the opportunity to receive their full Entitlement. If reconciliation is required, it is possible that DEXUS may need to issue a small quantity of additional New Securities ( Top-Up Securities ) to ensure all Eligible Institutional Securityholders and Eligible Retail Securityholders have the opportunity to receive their full Entitlement. The price at which these Top-Up Securities will be issued at will be the same as the issue price for New Securities under the Retail Entitlement Offer.
DEXUS also reserves the right to reduce the number of New Securities allocated to Eligible Securityholders or persons claiming to be Eligible Securityholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Securityholders.
1.7 Holding Statements
Holding statements are expected to be dispatched to Eligible Retail Securityholders:
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n on 6 May 2009 in respect of New Securities allotted under the Initial Allotment; and
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n on 28 May 2009 in respect of New Securities allotted under the Final Allotment.
It is the responsibility of each applicant to confirm their holding before trading in New Securities. Any applicant who sells New Securities before receiving confirmation of their holding in the form of their holding statement will do so at their own risk. DEXUS and the Underwriters disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade New Securities before receiving their holding statements, whether on the basis of confirmation of the allocation provided by DEXUS, the Registry or the Underwriters.
1.8 Withdrawal of the Entitlement Offer
DEXUS reserves the right to withdraw the Entitlement Offer at any time, in which case DEXUS will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.
1.9 Broker stamping fees
DEXUS will pay a stamping fee equal to 1.0% of Application Monies (exclusive of GST) on New Securities issued to stockbrokers (being those entities named as full service (advisory) brokers or non-advisory brokers on the ASX website) who submit a valid claim for a broker stamping fee on successful Applications, subject to a limit of $1,500 (exclusive of GST) per Application.
1.6 Quotation and trading
DEXUS will apply to ASX for the official quotation of New Securities in accordance with ASX Listing Rule requirements.
Subject to approval being granted, it is expected that:
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n normal trading of New Securities allotted under the Initial Allotment will commence on 6 May 2009; and
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n normal trading of New Securities allotted under the Final Allotment will commence on 28 May 2009.
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 7
Section 2
How to apply – Eligible Retail Securityholders
Eligible Retail Securityholders should read this Section in its entirety for instructions on the choices available to you.
2.1 Eligible Retail Securityholders
An Eligible Retail Securityholder is a person who is registered as the holder of Existing Securities on the Record Date, and who:
2.3 If you wish to take up all, part or more than your Entitlement
If you wish to take up your Entitlement in full or in part, or if you wish to take up your Entitlement in full and apply for additional New Securities in excess of your Entitlement, there are two different ways you can submit your Application and Application Monies.
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n has a registered address in Australia or New Zealand;
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n is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer;
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n is not in the United States and is not a US Person and is not acting for the account or benefit of a US Person; and
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n is not an Eligible Institutional Securityholder (other than a nominee to the extent that the nominee holds on behalf of an Eligible Retail Securityholder) or an Ineligible Institutional Securityholder.
Eligible Retail Securityholders will receive a personalised Entitlement and Acceptance Form accompanying this Retail Information Booklet setting out their Entitlement.
2.2 Choices available to Eligible Retail Securityholders
Eligible Retail Securityholders may do any one of the following:
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take up all or part of their Entitlement (refer to Section 2.3);
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take up all of their Entitlement and apply for additional New Securities in excess of their Entitlement (refer to Section 2.3); or
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do nothing (refer to Section 2.5).
2.3.1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies
To apply and pay by cheque, bank draft or money order, you should:
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n read this Retail Information Booklet and the accompanying Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
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n complete the personalised Entitlement and Acceptance Form accompanying this Retail Information Booklet in accordance with the instructions set out on that form, and indicate the number of New Securities you wish to subscribe for; and
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n return the form to the Registry (address details below) together with a cheque, bank draft or money order which must be:
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in respect of the full Application Monies (being $0.65 multiplied by the number of New Securities you wish to subscribe for);
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in Australian currency drawn on an Australian branch of a financial institution; and
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made payable to ‘PTCL ACF DEXUS Property Group’ and crossed ‘Not Negotiable’.
The Retail Entitlement Offer is a pro-rata offer to Eligible Retail Securityholders only.
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You should ensure that sufficient funds are held in your relevant account to cover the full Application Monies.
Cash payments will not be accepted. Receipts for payment will not be issued.
If you wish to be allotted New Securities at the same time as Eligible Institutional Securityholders on the Initial Allotment Date being 6 May 2009, your Entitlement and Acceptance Form and your full Application Monies in cleared funds must be received by the Registry by no later than 5:00pm (AEST) on 30 April 2009.
If your Entitlement and Acceptance Form and your full Application Monies in cleared funds are received after the Initial Retail Acceptance Due Date, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being 27 May 2009.
Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after the Final Retail Closing Date, being 5:00pm (AEST) on 20 May 2009, and no New Securities will be issued to you in respect of that Application.
You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order in respect of the full Application Monies reaches the Registry at the following address:
Postal address:
DEXUS Property Group c/o Link Market Services GPO Box 3560 Sydney NSW 2001
Hand delivery address:
Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000
Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at DEXUS’s registered or corporate offices.
For the convenience of Eligible Retail Securityholders, an Australian reply paid envelope addressed to the Registry has been enclosed with this Retail Information Booklet.
Note that if you have more than one holding of Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you wish to subscribe for.
2.3.2 Payment via BPAY[®]
To apply and pay via BPAY[®] , you should:
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n read this Retail Information Booklet and the accompanying Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
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n make your payment in respect of the full Application Monies via BPAY[®] for the number of New Securities you wish to subscribe for (being the issue price of $0.65 per New Security multiplied by the number of New Securities you are applying for). You can only make a payment via BPAY[®] if you are the holder of an account with an Australian financial institution.
If you choose to pay via BPAY[®] you are not required to submit the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in Section 2.4 “Implications of making an Application” (including the Eligible Retail Securityholder declarations set out at page 57 (inside back cover of this Retail Information Booklet)).
If you wish to be allotted New Securities at the same time as Eligible Institutional Securityholders on the Initial Allotment Date being 6 May 2009, you must make payment of your full Application Monies via BPAY[®] no later than 5:00pm (AEST) on 30 April 2009.
If you make payment of your full Application Monies after the Initial Retail Acceptance Due Date, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being 27 May 2009. Your payment of the Application Monies will not be accepted after the Final Retail Closing Date, being 5:00pm (AEST) on 20 May 2009, and no New Securities will be issued to you in respect of that Application.
Note that if you have multiple holdings of Securities you will have multiple BPAY[®] reference numbers. To ensure you receive your Entitlement in respect of a holding, you must use the reference number shown on each personalised Entitlement and Acceptance Form when paying for any New Securities that you wish to subscribe for in respect of that holding.
2.3.3 Adjustments to Applications
If you apply for additional New Securities in excess of your Entitlement and you are not allocated all or some of the additional New Securities applied for, the relevant Application Monies will be refunded to you after the Final Allotment Date in accordance with the Corporations Act, without interest. If you have provided details of an account with an Australian financial institution for payment of distributions, we intend to refund any relevant Application Monies to that account, otherwise you will receive your refund by cheque.
If the amount of Application Monies is insufficient to pay in full for the number of New Securities you applied for, or is more than the number of New Securities you applied for, you will be taken to have applied for such whole number of New Securities which is covered in full by your Application Monies. Alternatively, your Application will be rejected.
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 9
Section 2: How to apply – Eligible Retail Securityholders (continued)
2.4 Implications of making an Application
Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Securities via BPAY[®] will be taken to constitute a representation by the Eligible Retail Securityholder that they:
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have received a copy of this Retail Information Booklet and the accompanying Entitlement and Acceptance Form, and read them in their entirety;
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make the Eligible Retail Securityholder declarations set out below at page 57 (inside back cover of this Retail Information Booklet); and
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acknowledge that once the Entitlement and Acceptance Form is returned, or a BPAY[®] payment instruction is given in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.
2.5 If you do nothing
If you are an Eligible Retail Securityholder and you do nothing, then New Securities representing your Entitlement will be offered to Eligible Retail Securityholders who subscribe for additional New Securities in excess of their Entitlement. If there is not sufficient demand for New Securities from Eligible Retail Securityholders who applied for additional New Securities in excess of their Entitlement, the Underwriters or any sub-underwriters appointed by the Underwriters will take up the shortfall.
You should also note that, if you do not take up all or part of your Entitlement, then your percentage securityholding in DEXUS will be diluted.
2.6 Enquiries
This Retail Information Booklet and the accompanying Entitlement and Acceptance Form are important and require your immediate attention. You should read them carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer. If you are in doubt as to the course you should follow you should consult your stockbroker, accountant or other professional adviser. If you:
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n have questions in relation to the Existing Securities upon which your Entitlement has been calculated;
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n have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or
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n you have lost your Entitlement and Acceptance Form and would like a replacement form, please call the DEXUS Securityholder Information Line on 1800 819 675 (toll free within Australia) or on +61 2 8280 7126 (from outside Australia) at any time from 8.30am to 5.30pm (AEST) Monday to Friday during the Entitlement Offer Period.
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Section 3 Taxation
Set out below are the general Australian income tax implications in respect of the Entitlement Offer for Australian resident individual Securityholders that hold their Securities on capital account. It does not apply to Securityholders that hold their Securities on revenue account or as trading stock, nor does it apply to non-resident Securityholders.
This summary has been prepared for general circulation and does not take into account the objectives, tax position, financial situation or needs of any investor. Accordingly, any investor should, before acting on this material, seek independent professional tax advice.
This summary is based on the income tax legislation and established interpretations as at the date of this Retail Information Booklet.
3.1 Taxation of Entitlement Offer
3.1.1 Issue of Entitlements
The issue of Entitlements should not give rise to any income tax implications for Securityholders.
3.1.2 Exercise of Entitlements
The exercise by Eligible Securityholders of their Entitlements to acquire New Securities under the Entitlement Offer will not result in any capital gain or capital loss being recognised for CGT purposes. Further, Securityholders should not derive assessable income from the exercise of the Entitlement.
Each New Security is comprised of a number of separate CGT assets (being units in DIT, DOT, DDF and DXO).
Securityholders will be taken to have acquired New Securities on the date of exercising Entitlement and for the amount paid on exercising those rights plus any incidental costs. The cost base of New Securities will need to be allocated between the units in DIT, DOT, DDF and DXO on a reasonable basis. This will be of particular importance to Securityholders when calculating the CGT liability on any subsequent disposal of New Securities.
3.1.3 Expiration or Lapse of Entitlements
If a Securityholder does not exercise their Entitlements to acquire New Securities under the Entitlement Offer, and instead allows those rights to lapse or expire, that Securityholder will not receive any consideration as a result of the expiration or lapse of their Entitlements, and on this basis, there should not be any CGT implications for the Securityholder.
3.1.4 Holding and Disposing of New Securities
New Securities acquired under the Entitlement offer will be treated in the same way as Existing Securities when determining the tax consequences arising from holding or disposing of those securities.
3.2 GST
The issue of Entitlements and New Securities is not subject to GST.
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 11
Section 4 Additional information
4.1 No product disclosure statement
The Entitlement Offer complies with the requirements of section 1012DAA of the Corporations Act as notionally modified by ASIC Class Order 08/35. Accordingly neither this Retail Information Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no product disclosure statement for the Equity Raising will be prepared.
4.2 Availability of the Retail Information Booklet
Securityholders with registered addresses in Australia and New Zealand can obtain a copy of this Retail Information Booklet during the Entitlement Offer Period on DEXUS’s website at www.dexus.com or by calling the DEXUS Securityholder Information Line on 1800 819 675 (toll free within Australia) or on +61 2 8280 7126 (from outside Australia) at any time from 8.30am to 5.30pm (AEST) Monday to Friday during the Entitlement Offer Period.
Eligible Retail Securityholders with registered addresses in Australia and New Zealand will be sent a copy of this Retail Information Booklet and their Entitlement and Acceptance Form. You should ensure that you read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety, and if accessing them electronically that you download the Retail Information Booklet in its entirety (including the annexures to the Retail Information Booklet).
Securityholders in other jurisdictions, or who are, or are acting for the account or benefit of, US Persons, are not entitled to access the electronic version of the Retail Information Booklet on DEXUS’s website.
4.3 Continuous disclosure
Each DEXUS Entity is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.
Each DEXUS Entity is required to notify the ASX of information about specific events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, each DEXUS Entity has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price value of its securities. That information is available to the public from the ASX.
Some documents are required to be lodged with ASIC in relation to each DEXUS Entity. These documents may be obtained from, or inspected at, an ASIC office.
The electronic version of this Retail Information Booklet on DEXUS’s website will not include a personalised Entitlement and Acceptance Form. You will only be entitled to accept the Entitlement Offer by completing your personalised Entitlement and Acceptance Form which accompanies this Retail Information Booklet, or by making a payment of Application Monies via BPAY[®] (refer to Section 2.3.2 for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.
12 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
4.4 Not investment advice
The information provided in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form, is not personal financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The information contained in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information which a Securityholder may require in order to determine whether or not to subscribe for New Securities under the Entitlement Offer. If you have any questions you should consult your professional adviser before deciding whether or not to participate in the Retail Entitlement Offer.
4.5 Risks
The Investor Presentation details important factors and risks that could affect the financial and operating performance of DEXUS. Please refer to “Key Risks” section and “Appendix I Risks – additional detail” of the Investor Presentation for details. You should consider these risk factors carefully in light of your personal circumstances, including financial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.
4.6 Financial Information
The Financial Information has been prepared in accordance with the accounting policies set out in the financial report contained in the DEXUS Annual Report 2008, which can be found at www.dexus.com. The Financial Information has been prepared in abbreviated form in accordance with the recognition and measurement principles of AIFRS. However, it does not contain all the disclosures that are usually provided in an annual report prepared in accordance with the Corporations Act.
Securityholders should refer to the DEXUS Annual Report 2008 and the DEXUS Half Year Report for the period ended 31 December 2008 on the DEXUS website (www.dexus.com) and related announcements on the ASX website (www.asx.com.au) should they wish to obtain more detailed disclosures and commentary on Historical Financial Information.
The principle accounting policies adopted in the preparation of the Earnings and Distribution Guidance is based on the summary of significant accounting policies (note 1) as documented on page 84 of the DEXUS Annual Report 2008, which can be found at www.dexus.com. The Earnings and Distribution Guidance is based on various factors and assumptions which are subject to change. You are cautioned not to place undue reliance on the Earnings and Distribution Guidance having regard to the fact that the guidance outcomes may not be achieved.
4.7 No authorisation
No person is authorised to give any information or make any representation in connection with the Entitlement Offer, which is not contained in this Retail Information Booklet. Any information or representation not contained in this Retail Information Booklet may not be relied on as having been authorised by DEXUS in connection with the Entitlement Offer.
4.8 No cooling-off rights
Cooling-off rights do not apply to a subscription for New Securities under the Entitlement Offer. This means that you cannot withdraw your Application once it has been accepted, except as required by law.
4.9 Foreign jurisdictions – restrictions and limitations
No action has been taken to register New Securities or otherwise permit an offering of New Securities in any jurisdiction outside Australia and New Zealand. This Retail Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. In particular, this Retail Information Booklet and the Entitlement and Acceptance Form do not constitute an offer of securities in the United States or to any US Persons, or to any person acting for the account or benefit of a US Person.
The distribution of this Retail Information Booklet and/or the Entitlement and Acceptance Form outside Australia and New Zealand may be restricted by law. If you come into possession of this Retail Information Booklet and/or the Entitlement and Acceptance Form you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.
4.10 Underwriting arrangements and fees
The Institutional Placement and the Entitlement Offer are underwritten by the Underwriters. The Underwriting Agreement is subject to customary termination events, and if terminated, the Equity Raising may not proceed in its entirety.
The Underwriters are entitled to be paid fees and expenses under the Underwriting Agreement, and receive certain indemnities. The Underwriters may appoint sub-underwriters, who may each be paid a fee determined by negotiation with the relevant sub-underwriter. Any sub-underwriter’s fees would be paid by the Underwriters out of the fees payable to the Underwriters.
The Co-Managers are entitled to be paid a fee in respect of the service provided under the Co-Managers’ appointment letters dated 22 April 2009 between the Underwriter and the Co-Managers.
No additional fees are payable to DXFM in relation to the Equity Raising.
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 13
Section 4: Additional information (continued)
4.11 Indemnities
Subject to certain exceptions, DEXUS has agreed to indemnify each Underwriter, their affiliates, related bodies corporate, and each of their directors, officers, employees, partners, agents and advisers and each person, if any, who controls each Underwriter within the meaning of section 15 of the Securities Act or section 20 of the Exchange Act (each an Indemnified Party ) from and against all losses incurred by, or claims made against, an Indemnified Party in connection with the offer and appointment of the Underwriters under the Underwriting Agreement.
4.12 ASX waivers
In order to conduct the Entitlement Offer, DEXUS has sought certain waivers from the ASX Listing Rules. ASX has granted DEXUS in-principle waivers from ASX Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of conditions including that:
-
n all Securityholders are offered their pro-rata share of the Entitlement Offer unless ASX Listing Rule 7.7.1 would permit the Securityholder to be excluded from the Entitlement Offer;
-
n New Securities are offered under the Institutional Entitlement Offer and Retail Entitlement Offer at the same price and same ratio; and
-
n related parties do not participate beyond their pro-rata share other than under bona fide underwriting arrangements that are disclosed in this Retail Information Booklet. There is no such underwriting arrangement.
The waivers also allow DEXUS to ignore, for the purposes of determining those entitled to receive Entitlements, transactions occurring after the announcement of the trading halt in Securities on 21 April 2009 (other than registrations of ITS (Integrated Trading System) transactions which were effected before the announcement) ( Post Ex-date Transactions ). Transactions ignored under this provision are to be ignored in determining holders and registered holders, and holdings and registered holdings, of Existing Securities as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly. Therefore, if you have acquired Securities in a Post Ex-date Transaction you will not be entitled to receive an Entitlement in respect of those Securities.
4.13 ASIC relief
ASIC has granted a modification of the following sections of the Corporations Act:
-
n sections 601FC(1)(d), 601GAA(3)(f) and 601GAA(3)(g), as notionally inserted by ASIC Class Order 05/26, to allow the Entitlement Offer to fall within the requirements of that Class Order; and
-
n section 1019A, to exempt the Entitlement Offer from the cooling-off requirements imposed by that subsection.
4.14 Consents
None of the parties referred to in the Directory of this Retail Information Booklet (other than DEXUS), has made or authorised the making of any statement that is included in this Retail Information Booklet or any statement on which a statement in this Retail Information Booklet is based.
To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Retail Information Booklet other than references to their respective names.
4.15 Privacy
As a Securityholder, DEXUS and the Registry have already collected certain personal information from you. If you apply for New Securities, DEXUS and the Registry may update that personal information or collect additional personal information. Such information may be used to assess your Application for New Securities, service your needs as a Securityholder, provide facilities and services that you request and carry out appropriate administration.
To do that, DEXUS and the Registry may disclose your personal information for purposes related to your securityholding to their agents, contractors or third party service providers to whom they outsource services (which may be located outside Australia), including to DXFM in order to assess your Application for New Securities, the Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation and distribution of Securityholder information and for handling of mail, or as otherwise authorised under the Privacy Act 1988 (Cth).
If you do not provide us with your personal information we may not be able to process your Application. In most cases you can gain access to your personal information held by (or on behalf of) DEXUS or the Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this, please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by telephoning or writing to DEXUS through the Registry as follows:
Link Market Services
Level 12, 680 George Street, Sydney NSW 2000, or by telephone: 1800 819 675 (within Australia) or: +61 2 8280 7126 (outside Australia), or by email: [email protected]
4.16 Governing law
This Retail Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia. Each Securityholder who applies for New Securities submits to the jurisdiction of the courts of New South Wales, Australia.
14 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
Glossary
| Term | Definition |
|---|---|
| $ or A$ or dollars | Australian dollars |
| ABN | Australian Business Number |
| AEST | Australian Eastern Standard Time |
| AIFRS | Australian equivalents to International Financial Reporting Standards |
| American Depositary Receipt Facility | A facility for the exchange of negotiable US securities representing a company's publicly |
| traded equity or debt available to US investors on a national stock exchange or in the | |
| over-the-counter market | |
| Application | An application to subscribe for New Securities under the Retail Entitlement Offer |
| Application Monies | Monies received from applicants in respect of their Applications |
| ARSN | Australian Registered Scheme Number |
| ASIC | Australian Securities and Investments Commission |
| ASX | ASX Limited (ABN 98 008 624 691) or the financial market operated by that entity |
| known as the Australian Securities Exchange | |
| ASX Listing Rules | The official listing rules of ASX, as amended or replaced from time to time except to the |
| extent of any waiver granted by ASX | |
| CGT | Capital gains tax |
| Co-Managers | Commonwealth Securities Limited (ABN 60 067 254 399) and Morgan Stanley Australia |
| Securities Limited (ABN 55 078 652 276) | |
| Corporations Act | Corporations Act 2001 (Cth), as amended |
| DEXUS, the Group or DEXUS Property Group | DDF, DIT, DOT and DXO |
| DEXUS Entity | Any of DDF, DIT, DOT or DXO |
| DDF | DEXUS Diversified Trust (ARSN 089 324 541) |
| DIT | DEXUS Industrial Trust, (ARSN 090 879 137) |
| DOT | DEXUS Office Trust (ARSN 090 768 531) |
| DXO | DEXUS Operations Trust (ARSN 110 521 223) |
| DXFM | DEXUS Funds Management Limited (ABN 24 060 920 783) |
| Earnings and Distribution Guidance | The earnings and distribution guidance set out on the “Offer metrics” page in the |
| “Equity Raising” section of the Investor Presentation | |
| Eligible Institutional Securityholder | An Institutional Securityholder: |
| to whom ASX Listing Rule 7.7.1(a) does not apply; and n |
|
| who has successfully received an offer under the Institutional Entitlement Offer n |
|
| (as the Underwriters determine) |
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 15
Glossary (continued)
| Term | Definition |
|---|---|
| Eligible Retail Securityholder | A Securityholder on the Record Date who: |
| has a registered address in Australia or New Zealand; n |
|
| is not in the United States and is not a US Person and is not acting for the account or n |
|
| benefit of a US Person; | |
| is not an Eligible Institutional Securityholder (other than a nominee to the extent that n |
|
| the nominee also holds on behalf of an Eligible Retail Securityholder) or an Ineligible | |
| Institutional Securityholder; and | |
| is eligible under all applicable securities laws to receive an offer under the Retail n |
|
| Entitlement Offer | |
| Eligible Securityholder | A person who is an Eligible Institutional Securityholder or an Eligible Retail |
| Securityholder | |
| Entitlement | The entitlement to subscribe for 2 New Securities for every 7 Existing Securities held on |
| the Record Date by Eligible Securityholders | |
| Entitlement and Acceptance Form | The Entitlement and Acceptance Form accompanying this Retail Information Booklet |
| upon which an Application can be made | |
| Entitlement Offer | The offer of approximately 1.014 million New Securities to Eligible Securityholders in the |
| proportion of 2 New Securities for every 7 Existing Securities held on the Record Date. | |
| The Entitlement Offer comprises two components – the Institutional Entitlement Offer | |
| and the Retail Entitlement Offer | |
| Entitlement Offer Period | The period commencing on the opening date of the Retail Entitlement Offer, as specified |
| in the “Equity Raising timetable” section of this Retail Information Booklet, and ending | |
| on the Final Retail Closing Date | |
| Equity Raising | The Entitlement Offer and the Institutional Placement |
| Exchange Act | The U.S. Securities Exchange Act of 1934, as amended |
| Existing Security | A Security on issue on or before the Record Date |
| Final Allotment | The allotment of New Securities under the Retail Entitlement Offer not already allotted |
| under Initial Allotment | |
| Final Allotment Date | The date of the Final Allotment, being 27 May 2009 |
| Final Retail Closing Date | The last date for Eligible Retail Securityholders to lodge an Application, being 20 May 2009 |
| Financial Information | Historical Financial Information and Earnings and Distribution Guidance |
| GST | Australian Goods and Services Tax (currently 10%) |
| Historical Financial Information | The pro-forma consolidated income statements of DEXUS for the half year ended |
| 31 December 2008 (actual and pro-forma) and the consolidated balance sheet for | |
| DEXUS as at 31 December 2008, adjusted for the Equity Raising assuming the Equity | |
| Raising occurred on that date, as set out on the “Pro-forma balance sheet” page of the | |
| Investor Presentation | |
| Ineligible Institutional Securityholder | An Institutional Securityholder: |
| who has a registered address outside Australia, New Zealand and any other n |
|
| jurisdictions as DEXUS and the Underwriters agree; | |
| to whom ASX Listing Rules 7.7.1(a) applies; and n |
|
| who in the absence of ASX Listing Rule 7.7.1(a) would have been an Eligible n |
|
| Institutional Securityholder | |
| Initial Allotment | The allotment of New Securities issued under the Institutional Placement, the |
| Institutional Entitlement Offer or under the Retail Entitlement Offer for which valid | |
| Applications have been received by the Initial Retail Acceptance Due Date | |
| Initial Allotment Date | The date of the Initial Allotment, being 6 May 2009 |
16 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| Term | Definition |
|---|---|
| Initial Retail Acceptance Due Date | The last date for Eligible Retail Securityholders to lodge an Application to be allotted |
| New Securities at the same time as allotment to Eligible Institutional Securityholders | |
| under the Institutional Entitlement Offer, being 30 April 2009 | |
| Institutional Entitlement Offer | The offer of New Securities to Eligible Institutional Securityholders under the Entitlement |
| Offer as described in section 1.3 | |
| Institutional Investor | A person: |
| in Australia, to whom an offer of interests in a managed investment scheme may be n |
|
| made in Australia without a disclosure document (as defined in the Corporations Act) | |
| on the basis that such a person is a wholesale client (as defined in section 761G of | |
| the Corporations Act) and who is not a US Person and is not acting on account of or | |
| for the benefit of a US Person; or | |
| in selected jurisdictions outside Australia, to whom an offer of New Securities may be n |
|
| made without registration, lodgement of a formal disclosure document or other formal | |
| filing in accordance with the laws of that foreign jurisdiction (except to the extent to | |
| which DEXUS is willing to comply with such requirements), | |
| in each case, provided that if such an investor is in the United States or is, or acting for | |
| the benefit of, a US Person (and, if applicable, the person on behalf of whom such | |
| investor is acting) it must be a person that is, or is acting on behalf of, a QIB | |
| Institutional Placement | The institutional placement of New Securities as described in section 1.3 |
| Institutional Securityholder | A Securityholder on the Record Date who is an Institutional Investor |
| Investor Presentation | The investor presentation as updated in connection with the Equity Raising and annexed |
| to this Retail Information Booklet as Annexure I | |
| ITS | Integrated Trading System |
| New Securities | The Securities offered under the Equity Raising |
| Post Ex-date Transactions | Any transaction in Existing Securities occurring after the announcement of the trading |
| halt on 21 April 2009, excluding registrations of ITS transactions which were effected | |
| before the announcement | |
| QIB | Qualified Institutional Buyers (as defined in Rule 144A under the Securities Act) |
| Record Date | The time and date for determining which Securityholders are entitled to an Entitlement |
| under the Entitlement Offer, being 7.00pm (AEST) on 24 April 2009 | |
| Registry | Link Market Services Limited (ABN 54 083 214 537) |
| REIT | Real estate investment trust |
| Retail Entitlement Offer | The offer of New Securities to Eligible Retail Securityholders under the Entitlement Offer |
| as described in section 1.2 | |
| Retail Information Booklet | This booklet dated 28 April 2009 and includes the Chair’s letter and the Investor |
| Presentation | |
| Securities Act | The US Securities Act of 1933, as amended |
| Security | One ordinary unit in DDF, one ordinary unit in DIT, one ordinary unit in DOT and one |
| ordinary unit in DXO, stapled together such that they must only be transferred together | |
| Securityholder | The registered holder of an Existing Security |
| Underwriters | Credit Suisse (Australia) Limited and Deutsche Bank AG, Sydney branch |
| Underwriting Agreement | The Underwriting Agreement dated 21 April 2009 between DEXUS and the |
| Underwriters (as amended), as described in section 4.10 | |
| US or United States | United States of America, its territories and possessions, any state of the United States |
| and the District of Columbia | |
| US Persons | The meaning given in Rule 902(k) of Regulation S under the Securities Act |
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Annexure I Investor Presentation
18 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
IMPORTANT uPdATE – Retail component of Equity Raising is now fully underwritten
The attached investor presentation released to the market on 21 April 2009 stated that the Equity Raising would comprise an institutional placement and accelerated entitlement offer to raise a maximum of $749 million. The presentation stated that only the placement and the institutional component of the entitlement offer were underwritten.
The retail component of the entitlement offer will now also be underwritten. This means that:
-
n Offer structure: The offer of $749 million comprises an institutional placement of approximately 138.5 million new securities (at $0.65 per security) to raise approximately $90 million and an accelerated non-renounceable 2-for-7 entitlement offer to eligible security holders (at $0.65 per new security) to raise approximately $659 million.
-
n Fully underwritten: The Equity Raising is now fully underwritten and will raise $749 million. Investors should ignore any reference to there being a minimum amount that will be raised. For example, the reference to $617 million on slide 9 should be read as a reference to $749 million.
-
n Retail entitlement offer: The retail component of the entitlement offer will raise $91 million. This will now be fully underwritten. You should ignore any reference to the fact that the amount raised under the retail offer will vary depending on retail take-up.
-
n Distribution: The forecast distribution will be 3.5 cents per security, consistent with what is set out at slide 10.
-
n Gearing ratio and interest cover: Consistent with what is set out on slide 17, the pro-forma gearing ratio after the capital raising will be 28.8% and the interest cover ratio will be 3.2x.
-
n Offer metrics: The figures set out in the offer metrics on slide 11 including the pro-forma full year FY09 FFO, dilution factor and distribution remain unaffected by the change as they are based on the offer being fully subscribed.
-
n Pro-forma balance sheet: The “Pro-forma fully subscribed” figures in the final column of slide 17 remain unaffected by the change as they are based on the offer being fully subscribed. You should ignore those figures set out in the second last column headed “Pro-forma Underwritten Component” as they assume that only the institutional components of the Equity Raising are underwritten.
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 19
==> picture [569 x 755] intentionally omitted <==
----- Start of picture text -----
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
DEXUS Property Group Equity raising 1,152 million new securities at $0.65 per new securityto raise up to $749 million 21 April 2009 DEXUS Funds Management Limited ABN 24 060 920 783 Australian Financial Services Licence Number 238163
----- End of picture text -----
20 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| This presentation is issued by DEXUS Funds Management Limited (DXFM) in its capacity as responsible entity of DEXUS Property Group (ASX:DXS) (DEXUS) comprising | DEXUS Diversified Trust (DDF), DEXUS Industrial Trust (DIT) DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO). | This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. This | presentation is not financial product advice and does not and will not form any part of any contract for the acquisition of DEXUS securities. | Information in this presentation including, without limitation, any forward looking statements or opinions (the Information) may be subject to change without | notice. To the maximum extent permitted by law, DXFM, DEXUS the underwriters and their affiliates officers, employees, agents and advisers do not make any | representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the Information and disclaim all responsibility and | liability for the information (including, without limitation, liability for negligence). | The information contained in this presentation should not be considered to be comprehensive or to comprise all the information which a security holder or potential | investor in DEXUS may require in order to determine whether to deal in DEXUS securities. This presentation does not take into account the financial situation, | investment objectives and particular needs of any particular person. | All dollar values are in Australian dollars (A$) and financial data is presented as at 31 December 2008 unless otherwise stated. The pro-forma historical financial | information included in this presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities | and Exchange Commission. | The repayment and performance of an investment in DEXUS is not guaranteed by DXFM, any of its related bodies corporate or any other person or organisation. | An investment in DEXUS is subject to investment risk including possible loss of income and principal invested. Please see the “Key Risks” section and “Appendix 1 | Risks- additional detail” of this presentation for further details. | No action has been taken to register securities of DEXUS or otherwise permit a public offering of the securities in any jurisdiction outside of Australia and New | Zealand. This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “U.S. person” (as | defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act)). Securities may not be offered or sold in the United States absent | registration or an exemption from registration. The securities to be offered and sold in the offer have not been and will not be registered under the Securities Act, | or under the securities laws of any state or other jurisdiction of the United States. | This presentation contains certain “forward-looking statements”. The words “expect”, “should”, “could”, “may”, “predict”, “outlook”, “guidance”, “plan” and | other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and | performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, | uncertainties and other factors, many of which are beyond the control of DXFM, DEXUS and their officers, employees, agents and advisers, that may cause actual | results to differ materially from those predicted or implied by any forward-looking statements. There can be no assurance that actual outcomes will not differ | materially from these forward-looking statements. | The historical information in this presentation is, or is based upon, information that has been released to the market. For further information, please see past | announcements released to the ASX including the Half Year Report for the period ended 31 December 2008 announced to the market on 25 March 2009, the 2008 | Half Year Results Release and Presentation announced to the market on 18 February 2009 and the announcement made to the market in connection with | the institutional placement on 3 December 2008. | The underwriters have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this presentation and do not make or purport | to make any statement in this presentation and there is no statement in this presentation which is based on any statement by the underwriters. | 2 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 21
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Contents | � Overview |
� The Equity Raising |
� Capital management and positioning for the future |
� Key risks |
� Summary |
Appendices | I. Risks – additional detail |
II. Foreign jurisdictions – selling restrictions and limitations |
III. Stock lending and other transactions | Note: Unless otherwise stated, all numbers in this presentation are in A$ and financial data is presented as at 31 December 2008. | 3 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
22 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 23
| Active capital management | �DEXUS has | – Actively pursued a strategy of maintaining a strong asset base and capital structure | – Maintained focus on our business model of high quality office and industrial property | ownership, management and development in selected locations, predominantly within | Australia | – Reduced gearing towards the peak of the cycle, with significant asset sales since June | 2007 totalling $1.1 billion | – Managed our funding base conservatively with $1.45 billion of debt refinancing achieved | since 30 June 2007, $313 million equity raised via placement in December 2008 including a | follow-on SPP, and pro-active hedging to respond to uncertain economic and capital | market environments | – Maintained our focus to drive operating earnings through rental income | 5 |
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24 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Well positioned in the A-REIT sector | �The leading owner, manager, developer of high quality office and industrial | properties in Australia | – Vertically integrated office and industrial structure and experienced management team | – Australia’s highest quality office building portfolio with 94% of office assets being | premium or A grade | �Income is sustainable and secure | – 98% of operating earnings arises from rental income with embedded income growth in | existing leases | �Fully internalised management structure | �S&P rating BBB+ (Stable) – affirmed 2 April 20091 | �DEXUS is today raising equity to further strengthen our balance sheet and | leadership position in office and industrial properties | 1. Explanatory details of Standard & Poor’s credit rating system can be found atwww. standardandpoors .com |
6 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 25
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Four strategic initiatives | 1. Primary focus on leadership in Australian office and industrial properties |
– Providing world-class property solutions |
– Continue to internalise office property management |
– Continue to dispose of selected non-core Australian assets |
2. Dispose of European portfolio |
– DTZ1appointed to manage French disposals |
– Selling agent to be appointed for German disposals |
3. Reposition the US portfolio |
– Reduce overall exposure to the US market |
– Focus US exposure on four key metro markets |
– CBRE2appointed to manage US asset disposals |
4. Target gearing below 40%3 |
– Maintain a strong balance sheet consistent with BBB+ (Stable) credit rating |
– Ensure sufficient liquidity to retire capital markets debt, continue to fund existing CAPEX |
commitments and increase flexibility in managing bank debt refinancing | 1. DTZ is Financiere DTZ Jean Thouard SA |
2. CBRE is CB Richard Ellis Group, Inc |
3. Gearing = Interest Bearing Liabilities (excluding deferred borrowing costs) less cash/Total Tangible Assets (excluding derivatives and deferred and |
current tax assets) less cash | 7 |
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26 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 27
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | The Equity Raising – enhancing DEXUS’s outlook | �DEXUS is undertaking an institutional placement and accelerated entitlement | offer (together the Equity Raising) to raise approximately $617 million | (maximum $749 million) | �Net proceeds of the Equity Raising will be used to repay debt in order to | – Strengthen the balance sheet by reducing gearing to 30.2%1 | – Strengthen the liquidity position to manage capital market debt maturities to June 2011 | – Increase flexibility when refinancing future bank debt expiries | �The Equity Raising complements the pro-active capital management initiatives | pursued since 30 June 2007 including | – Selling $1.1 billion of assets | – Refinanced over $1.45 billion of debt | – Revised distribution policy to 70% of FFO2 | 1. Based on the underwritten component of Equity Raising. Gearing reduces to 28.8% if the Equity Raising is fully subscribed |
2. 70% of funds from operations (FFO) plus up to 70% of contributions realised through development processes, subject to distributing at least the |
taxable income of the “Flow-Through” Trusts | 9 |
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28 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Offer structure | �The Equity Raising of up to $749 million comprises: | – An institutional placement of approximately 138.5 million new securities at $0.65 per | new security to raise approximately $90 million | – An accelerated non-renounceable 2 for 7 entitlement offer to eligible existing security | holders at $0.65 per new security to raise a maximum of approximately $659 million | �The institutional placement and institutional component of the entitlement | offer are fully underwritten and will raise approximately $617 million | �The retail component of the entitlement offer is not underwritten and may | raise up to an additional $132 million depending on the level of retail take-up | �New securities will rank equally with existing securities and will be entitled to | receive the full June 2009 half year distribution | �Current June 2009 half year FFO guidance is 5.0 cents per security (cps) and | forecast distribution is 3.5 cps1 | 1. This distribution guidance is based on various factors including the dilutionary effect of this Equity Raising and assuming the retail component |
is fully subscribed and is consistent with previous guidance given | 10 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 29
| Offer metrics | Discount to NTA5 Offer discounts |
�Underlying operating performance is consistent with FFO guidance of 10.8 cps provided at December 2008 Half Year results, excluding the dilutive effect of the 43.0% 40.0% 50.0% 16.9% 18.2% 21.2% 22.3% 20.0% 25.0% |
Equity Raising 31.0% 30.0% 15.0% |
�Pro-forma full year FFO dilution of the Equity Raising is approximately 2.4 cps (assuming the retail component 20.0% 10.0% |
is fully subscribed)1 10.0% 5.0% |
�This implies a pro-forma full year FY09 FFO of approx. 8.4 cps and distribution of 5.9 cps2 0.0% TERP Issue price 0.0% TERP 1 Month VWAP Last close 5 day VWAP |
�Issue price of $0.65 per new security represents an Distribution yield3 15.0% Earnings yield3 |
earnings yield of 12.9% and distribution yield of 9.0%3 12.9% 9.0% 10.0% |
�Current June 2009 half year distribution guidance is 3.5 cps2,4 10.7% 9.0% 12.0% 7.5% 7.5% |
�Issue price of $0.65 per new security represents a 5.0% |
discount to 6.0% |
�Last close ($0.825) of 21.2% �5 day VWAP ($0.837) of 22.3% 3.0% 2.5% |
�TERP ($0.78)6of 16.9% 0.0% 0.0% |
�Pro-forma NTA ($1.145) of 43.0% TERP Issue price TERP Issue price |
1. Based on the underwritten component of Equity Raising FFO dilution is approximately 2.0 cps |
2. Earnings and distribution guidance is based on various factors including the dilutionary effect of this Equity Raising and assuming the retail |
component is fully subscribed and is consistent with previous guidance given | 3. Based on pro forma full year FY09 diluted FFO and distribution of approximately 8.4 cps and 5.9 cps |
4. Incorporates the dilutive impact of the Equity Raising for the balance of the period from settlement until 30 June 2009 |
11 5. Based on pro forma NTA of $1.14 cps. See pro forma Balance sheet on page 17 |
6. TERP includes the units issued pursuant to the institutional placement |
30 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| Indicative timetable | Institutional offer opens 21 April 2009 |
Institutional offer closes 5.00pm (Sydney time) 22 April 2009 |
Institutional allocations advised 22 April 2009 |
Record date to determine right to participate in the | entitlement offer 7.00pm (Sydney time) 24 April 2009 |
Retail entitlement offer opens 28 April 2009 |
Initial retail acceptance due date 5.00pm (Sydney time) 30 April 2009 |
Settlement of institutional offer via CHESS DvP 5 May 2009 |
Institutional and initial retail allotment 6 May 2009 |
Trading commences of new securities allotted under the | initial allotment 6 May 2009 |
Retail entitlement offer closes 5.00pm (Sydney time) 20 May 2009 |
Final retail allotment 27 May 2009 |
Trading commences of new securities allotted under the | final retail allotment 28 May 2009 |
Note: All dates and times are indicative only and may be changed without notice. | 12 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 31
32 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Track record of active capital management | Actual gearing2 �Gearing significantly reduced since stapling in 2004 |
- 2004 to 2008 – Well within gearing covenant level |
50.0% �Sold $1.1 billion of assets since 30 June 2007 |
44.0% 45.0% – $0.95 billion retail assets to third party platform |
40.0% 38.9% 37.3% 40.0% – 33% JV interest in 1 Bligh to Cbus, reducing development exposure |
35.0% �Refinanced $1.45 billion of debt since 30 June |
31.3% 2007 |
30.0% | �Obtained additional debt commitment of $250 | 25.0% million since 30 June 2008 |
20.0% Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 �Revised distribution policy – Payout ratio 70% of FFO1effective FY09 |
– 30% retained for operating and leasing CAPEX | �Raised $313 million equity via placement in | December 2008 including a follow-on SPP | 1. 70% of FFO plus up to 70% of contributions realised through development processes, subject to distributing at least the taxable income of the |
“Flow-Through” Trusts | 2. Gearing = Interest Bearing Liabilities (excluding deferred borrowing costs) less cash/Total Tangible Assets (excluding derivatives and deferred and |
current tax assets) less cash | 14 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 33
| �Target gearing below 40% Actual & pro-forma gearing |
�The Equity Raising reduces pro-forma gearing to - 2004 to 20081,2 |
30.2%1,2and enhances the ability to – Refinance future debt maturities 50.0% |
44.0% 45.0% |
– Maintain S&P rating of BBB+ (Stable) - affirmed 2 April 2009 40.0% 38.9% 37.3% 40.0% |
35.0% | �Asset sales will further improve liquidity and 31.3% 30.2% |
reduce gearing. Asset sale program is expected 30.0% |
to realise approximately $600 million and 25.0% |
includes | 20.0% | – The European portfolio Dec-04 Dec-05 Dec-06 Dec-07 Dec-08 Pro forma |
– Part of the US portfolio | – Selected non-core Australian assets | 1. Gearing = Interest Bearing Liabilities (excluding deferred borrowing costs) less cash/Total Tangible Assets (excluding derivatives |
and deferred and current tax assets) less cash | 2. Pro-forma gearing is based on the underwritten component of the Equity Raising. Gearing reduces to 28.8% if the Equity Raising is |
fully subscribed | 15 |
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34 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| �Current pro-forma available liquidity totals $1.4 Maturity profile Dec 08 |
billion4comprising | – Existing available undrawn facilities of $764 million1 | – Equity Raising of $617 million | �Liquidity will be further enhanced with DRP | proceeds and any asset sales | �DEXUS’s funding requirements include CAPEX | commitments2and capital markets debt | maturities3 | �The Equity Raising places DEXUS in a strong | position to manage 2010 bank refinancing | requirements | – MTN debt maturities to June 2011 will be fully repaid | – Moderate gearing at 30.2%4and interest cover of 3.1x4 | 1. Assumes proceeds from sale of 1 Bligh interest of $60 million being used to repay debt |
2. CAPEX commitments comprise Whirlpool acquisition ($329 million) and other committed developments ($467 million) and assumes Dec08 FX rates |
3. Capital markets commitments to June 2011 comprise $250 million and $200 million of medium term notes expiring in Feb 2010 and Feb 2011 |
respectively, and $150 million of US private placement notes in Feb 2011 | 4. Based on the underwritten component of Equity Raising. Gearing reduces to 28.8% and interest cover increases to 3.2x and liquidity increases to |
16 $1.5bn if the Equity Raising is fully subscribed |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 35
| Pro-forma balance sheet | Pro-forma Pro-forma |
Sale of 1 Bligh Underwritten Pro-forma |
interest component Fully subscribed Actual |
December 2008 December 2008 December 2008 Consolidated ($m) December 2008 |
9,515 9,515 9,515 Total assets1 9,575 |
1,051 1,051 1,051 Payables, provisions and other 1,051 |
3,395 2,798 2,670 Interest bearing liabilities1 3,455 |
4,446 3,849 3,721 Total liabilities 4,506 |
207 207 207 207 Less minority interests2 |
234 234 234 234 Less intangible assets |
4,628 5,225 5,353 4,628 Net tangible assets |
3,477 4,4984 4,7014 3,477 Units on issue |
NTA per security (excluding | 1.33 1.16 1.14 1.33 minority interests) ($) |
36.9% 28.8% 30.2% 37.3% Gearing3 |
2.8x 3.1x 3.2x 2.7x Interest cover |
1. Pro-forma assets adjusted for sale of 33% interest in 1 Bligh (equates to a reduction in assets and interest bearing liabilities of $60 million) |
2. Minority interests primarily relate to holdings in the DEXUS RENTS Trust |
3. Gearing = Interest Bearing Liabilities (excluding deferred borrowing costs) less cash/Total Tangible Assets (excluding derivatives and deferred |
and current tax assets) less cash | 4. Comprise actual December 2008 units on issue plus DRP, SPP and new securities under the Equity Raising |
17 | |
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36 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
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Key risks
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 37
| Key risks | � Development activities |
� Refinancing requirements |
� Impact of foreign exchange movements on assets, liabilities and gearing |
� Whirlpool acquisitions � Availability of capital DEXUS specific risks |
� Impact of financing covenants |
� Impact of interest rates |
� Financial forecasts |
� Impact of DEXUS RENTS on ordinary distributions |
� Illiquid assets |
� Asset values |
� Property leasing |
� Counterparty / credit risk |
A-REIT sector � Fixed nature of costs |
risks � Capital expenditure |
� Environmental matters |
� Regulatory issues and changes in law |
� Insurance |
� Taxation |
See Appendix I for further details on these and other general risks | 19 |
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38 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
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Summary
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 39
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Summary | �Secures DEXUS’s position as a leading A-REIT | – High quality office and industrial property portfolio | – Sustainable underlying core property earnings | – Attractive property fundamentals | �June 2009 half year FFO guidance of 5.0 cents per security | – Operating performance consistent with guidance already provided | �The Equity Raising | – Strengthens the balance sheet reducing pro-forma gearing to 30.2%1 | – Increases financial flexibility | – Improves the liquidity position | �Positions DEXUS strongly for the future as Australia’s leading owner, | manager, developer of high quality office and industrial properties | 1. Based on the underwritten component of the Equity Raising. Gearing reduces to 28.8% if the Equity Raising is fully subscribed |
21 |
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40 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
Appendix I Risks - additional detail
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 41
| Risks – additional detail | This section identifies the key risks associated with an investment in stapled securities in DEXUS (Securities). These risks are not | This section identifies the key risks associated with an investment in stapled securities in DEXUS (Securities). These risks are not | exhaustive of the risks faced by potential investors in DEXUS. | You should consider carefully the risks described in this section, as well as other information in this presentation, and consult | your financial or other professional adviser before making an investment decision. | If any of the following risks materialise, DEXUS's business, financial condition and operational results are likely to suffer. | If any of the following risks materialise, DEXUS's business, financial condition and operational results are likely to suffer. | In this case, the trading price of Securities may fall and you may lose all or part of your investment, and/or the distributable | In this case, the trading price of Securities may fall and you may lose all or part of your investment, and/or the distributable | income of DEXUS may be lower than expected or zero, with distributions being reduced or being cut to zero. | DEXUS specific risks | DEXUS specific risks | Development activities | � DEXUS has a pipeline of property development projects which includes two substantial projects that are under development – |
1 Bligh (34.9% interest1) and 123 Albert Street, Brisbane (100% interest). The anticipated practical completion dates of these | properties are June half year 2011 and December half year 2010 respectively | � The earnings, cashflows and valuations of these developments are impacted by a number of factors including construction costs, |
scheduled completion dates, assumed post completion occupancy, assumed rentals achieved and the ability of tenants to meet | rental obligations | � For these developments, DEXUS has entered into fixed price construction contracts. Under the contracts, the contractors assume |
the financial risks relating to completion delays and cost overruns. DEXUS has also obtained performance guarantees from its | contractors. However, there can be no assurance that DEXUS will not be adversely impacted by the failure of a contractor to | deliver a development project as agreed | � DEXUS has entered into anchor tenancy agreements for 55% of 1 Bligh and 68% of 123 Albert Street. While DEXUS believes that it |
will be able to secure tenants for the remaining vacancies, there can be no guarantee that DEXUS will be able to secure tenants for | the remaining vacancies | 1. DEXUS has granted DEXUS Wholesale Property Fund who currently have a 31.8% interest in 1 Bligh an option to acquire an additional 1.5% |
1. DEXUS has granted DEXUS Wholesale Property Fund who currently have a 31.8% interest in 1 Bligh an option to acquire an additional 1.5% |
interest | 23 |
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42 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Risks – additional detail (continued) | Refinancing requirements | � DEXUS is exposed to risks relating to the refinancing of existing debt instruments and facilities |
� DEXUS has $550 million of debt maturing between February and March 2010 and approximately $671 million of debt maturing |
between September and December 2010. In 2011, DEXUS has $1,413 million of debt maturing. | � It may be difficult for DEXUS to refinance all or some of these and other debt maturities |
� Further, if some or all of these debt maturities can be refinanced, they may be on less favourable terms than is currently the case |
� DEXUS has US$225 million of debt maturing in September 2009 which has a two year extension option, exercisable by DEXUS. This |
extension option is subject to DEXUS meeting certain conditions such as a minimum average occupancy rate and minimum | aggregate net operating income, which DEXUS expects to meet. | Impact of foreign exchange movements on assets, liabilities and gearing | � Through its ownership of foreign assets, DEXUS is exposed to movements in the value of foreign currencies |
� Adverse movements in the value of the A$ relative to, in particular, the US$ and �, may impact the A$ value of DEXUS's earnings |
� Adverse movements in the A$ value of DEXUS's foreign currency denominated assets and liabilities may also impact net tangible |
assets, gearing levels and availability of undrawn multicurrency bank lines | � DEXUS seeks to manage the impact of exchange rate movements by financing foreign currency assets with borrowings in the same |
currency | � DEXUS also enters into foreign currency hedging arrangements, including derivative financial instruments. However, the impact of |
foreign exchange hedging may be negative, depending on the extent, timing or direction of movements in underlying currencies | � The impact of exchange rate movements will vary from time to time, and is dependent on any hedging entered into, the levels at |
which hedging contracts are arranged and the duration of hedging contracts. However, there can be no assurance that DEXUS will | not be adversely impacted by future movements in foreign exchange rates or that its hedges will be effective | Whirlpool acquisitions | � DEXUS has committed to purchase an additional three properties from Whirlpool for approximately US$228 million in 2009 |
� While it is exposed to movements in the A$ against the US$ value of this fixed commitment, DEXUS monitors this |
exposure and may enter into hedging contracts if appropriate | 24 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 43
| Risks – additional detail (continued) | Availability of capital | � Real estate investment and development is highly capital intensive |
� DEXUS's ability to raise funds in the future on favourable terms depends on a number of factors including general economic |
conditions, political, capital and credit market conditions and the reputation, performance and financial strength of DEXUS's | business. Many of these factors are outside DEXUS's control and may increase the cost and availability of capital | � DEXUS holds an investment grade credit rating from Standard & Poor’s of BBB+ (Stable). On 2 April 2009, S&P affirmed DEXUS's |
credit rating and outlook. Any downgrade to DEXUS's credit rating may impact access to capital | Impact of financing covenants | � DEXUS's financiers require it to maintain certain gearing and other ratios under various debt covenants |
� In the event that these covenants are breached, financiers may seek to exercise enforcement rights under debt documentation |
� No financiers’ rights under DEXUS's current debt facilities are triggered as a result of adverse market capitalisation movements |
Impact of interest rates | � DEXUS's interest cost on floating rate debt will increase if benchmark interest rates increase. This would reduce earnings and |
cashflow available for distribution to security holders | � DEXUS manages its exposure to adverse fluctuations in floating interest rates by entering into interest rate hedging instruments, |
however the impact of interest rate hedging may be negative, depending on the extent, timing or direction of movements in | underlying rates | Financial forecasts | � There is a risk that the assumptions in the financial information in this presentation may not hold such that the forecast earnings |
and distributions may differ | 25 |
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44 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| Risks – additional detail (continued) | Risks – additional detail (continued) | Impact of DEXUS RENTS and other factors affecting ordinary distributions | � DEXUS has issued Real-estate perpetual ExchaNgeable sTep-up Securities (RENTS), the terms of which provide that, if a RENTS |
� DEXUS has issued Real-estate perpetual ExchaNgeable sTep-up Securities (RENTS), the terms of which provide that, if a RENTS |
� DEXUS has issued Real-estate perpetual ExchaNgeable sTep-up Securities (RENTS), the terms of which provide that, if a RENTS |
distribution is not paid in full, DEXUS will not be permitted to pay a distribution on ordinary DEXUS securities | distribution is not paid in full, DEXUS will not be permitted to pay a distribution on ordinary DEXUS securities | � DEXUS's ability to pay distributions to its security holders is dependent upon underlying earnings and cashflow generated by its |
business | A-REIT sector risks | A-REIT sector risks | Illiquid assets | � Property assets are by their nature illiquid investments. If property assets are required to be disposed in order to raise liquidity, it |
may not be possible to dispose of assets in a timely manner or at an appropriate price | Asset values | � Asset values are affected by many factors including prevailing market conditions, risk appetite, volume of sales, the ability to |
procure tenants, contracted rental returns, operating, maintenance and refurbishment expenses and the funding environment | Property leasing | � There is a risk that tenants default on their rent or other obligations under leases, leading to capital losses or a reduction in income |
from those assets | � There is also a risk that it may not be possible to negotiate lease renewals or maintain existing lease terms. If this occurs, income |
and book values may be adversely impacted | Counterparty / credit risk | � A-REITs are exposed to the risk that third parties, such as tenants, developers, service providers and financial counterparties to |
derivatives (including foreign exchange and interest rate hedging instruments) and other contracts may not be willing or able to | derivatives (including foreign exchange and interest rate hedging instruments) and other contracts may not be willing or able to | perform their obligations | 26 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 45
| Risks – additional detail (continued) | Fixed nature of costs | � Many costs associated with the ownership and management of property assets are fixed in nature |
� The value of assets may be adversely affected if the income from the asset declines and these fixed costs remain unchanged |
Capital expenditure | � A-REITs are exposed to the risk of unforeseen capital expenditure requirements in order to maintain the quality of the buildings |
and tenants | Environmental matters | � A-REITs are exposed to a range of environmental risks which may result in project delays or additional expenditure. In such |
situations, they may be required to undertake remedial works and potentially be exposed to third party liability claims and/or | environmental liabilities such as penalties or fines | Regulatory issues and changes in law | � A-REITs are exposed to the risk that there may be changes in laws that have a materially adverse impact on financial performance |
(such as by directly or indirectly reducing income or increasing costs) | Insurance | � A-REITs purchase insurance, customarily carried by property owners, managers, developers and construction entities, that provides |
a degree of protection for its assets, liabilities and people. Such policies include material damage of assets, contract works, | business interruption, general and professional liability and workers compensation. There are however certain risks that are | uninsurable (e.g. nuclear, chemical or biological incidents) or risks where the insurance coverage is reduced (e.g. cyclone, | earthquake) | � A-REITs also face risk associated with the financial strength of their insurers to meet indemnity obligations when called upon which |
could have an adverse effect on earnings | 27 |
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46 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Risks – additional detail (continued) | Taxation | � Changes in tax law (including goods and services taxes and stamp duties), or changes in the way taxation laws are interpreted in |
the various jurisdictions in which DEXUS operates, may impact the future tax liabilities of DEXUS. Under current income tax | legislation, the ‘Flow-Through’ trusts are generally not liable for Australian income tax, including CGT, provided security holders | are presently entitled to all of the income of those trusts each year. Should the actions or activities of one of the ‘Flow-Through’ | trusts (or their controlled entities) cause the relevant trust to fall within the operative provisions of Division 6B or 6C of the | Income Tax Assessment Act 1936 (Cth), the relevant trust may be taxed on its (taxable) income at a rate which is currently | equivalent to the corporate income tax rate of 30% | � The Australian Board of Taxation (ABoT) is currently reviewing the tax provisions which apply to managed investment trusts, such |
as DEXUS. The ABoT’s work could fundamentally change the way in which DEXUS or its security holders become subject to | Australian tax. The outcome of this review is unknown | � DEXUS has an interest in U.S. entities that currently qualify as, and that have elected to be treated as real estate investment |
trusts (REITs) for U.S. federal tax purposes. There are a number of technical and complex rules governing an entity’s status as a | REIT. If any of these entities were to fail to qualify as a REIT in any taxable year it would be required to pay U.S. federal income | tax and state tax at ordinary corporate tax rates on its taxable income in that year and possibly future years. This would adversely | affect the amount available for distribution to security holders. Distributions from the REITs that qualify as ordinary dividends are | generally subject to US tax at the rate of 30%. The rate of withholding tax on the distribution of ordinary dividends may be | reduced to 15% under the Australia-US Double Tax Treaty where certain requirements are met. Importantly, Australian resident | individuals that are indirectly entitled to dividends from a REIT as a result of their interest in DEXUS will not qualify for the | reduced rate of withholding tax if they indirectly hold an interest of 10% or more in the REIT | � The US federal income tax rates apply to US Persons who directly or indirectly own securities of a “passive foreign investment |
company” (PFIC). DEXUS currently expects that each of DIT, DOT, DDF and DXO may be classified as a PFIC for its current taxable | year and in future taxable years. DEXUS also expects that if the four Trusts were treated as a single corporation and not separate | trusts then the single corporation would also be classified as a PFIC on the same basis as the four trusts | � The asset sale program may have tax consequences (including increased foreign taxes paid and/or a reduction in the tax deferred |
component of distributions to security holders). The tax impact at this stage cannot be quantified | 28 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 47
48 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
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Appendix II Foreign jurisdictions – selling restrictions and limitations
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 49
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Foreign jurisdictions – selling restrictions and limitations | This presentation and any accompanying documents do not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would not be lawful to make such | an offer or invitation. The distribution of this presentation and any accompanying documents in jurisdictions outside Australia and New Zealand may be restricted by law and anyone | who receives this presentation and any accompanying documents should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a | violation of applicable securities laws. No action has been taken to register or qualify the new securities or the Equity Raising, or otherwise permit a public offering of new securities, in | any jurisdiction outside Australia and New Zealand. | New Zealand | This presentation and any accompanying documents are not a New Zealand prospectus or an investment statement and they have not been registered, filed with or approved by any | New Zealand regulatory authority under or in accordance with the Securities Act 1978 (or any other relevant New Zealand law). This presentation and any accompanying documents | may not contain all the information that an investment statement or prospectus under New Zealand law is required to contain. Securities are offered to the public of New Zealand | under this presentation and any accompanying documents in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). | United Kingdom | This presentation and any accompanying documents do not constitute an offer of transferable securities to the public in the United Kingdom to which section 85 of the Financial | Services and Markets Act 2000 of the United Kingdom ("FSMA") applies and has not been delivered to the Financial Services Authority (“FSA”) in accordance with the Prospectus Rules | published by the FSA. No Securities will be offered or sold except in circumstances which have not resulted and will not result in an offer to the public in contravention of section 85 of | the FSMA in the United Kingdom. | The Securities are unregulated collective investment schemes for the purposes of United Kingdom law and regulation. The Securities may only be promoted in the United Kingdom to | restricted categories of persons. | Invitations or inducements to engage in investment activity within the meaning of section 21 of the FSMA (a “financial promotion”) in connection with the issue or sale of any of the | Securities in the United Kingdom will only be communicated in circumstances which would give rise to (i) no breach of section 21(1) of the FSMA (which restricts the making of financial | promotions) and (ii) no breach of section 238(5) of the FSMA (which restricts the communication of invitations and inducements to participate in a collective investment scheme by | authorised persons). | The distribution of this presentation and any accompanying documents in the United Kingdom is directed only at (i) persons who are investment professionals within the meaning of | Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “FPO”) and Article 14(5) of the Financial Services and Markets Act 2000 | (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the “PCISO”), and (ii) high net-worth companies, unincorporated associations and other bodies | within the categories described in Article 49(2) of the FPO and Article 22(2) of the PCISO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment | activity to which this presentation and any accompanying documents relate is available in the United Kingdom only to such persons. It is not intended that this presentation and any | accompanying documents be distributed or passed on in the United Kingdom, directly or indirectly, to any other class of person and in any event and under no circumstances should | persons of any other description rely on or act upon the contents of this presentation and any accompanying documents. | United States | This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any “U.S. person” (as defined in Regulation S under | the U.S. Securities Act of 1933, as amended (the "Securities Act")). Securities may not be offered or sold in the United States absent registration or an exemption from registration. The | securities to be offered and sold in the offer have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the | United States. | 31 |
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50 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Foreign jurisdictions – selling restrictions and limitations | Hong Kong | This presentation and any accompanying documents have not been, and will not be, registered as a prospectus in Hong Kong nor has it been authorised by the Securities and Futures | Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”). Accordingly, this presentation and any accompanying | documents must not be issued, circulated or distributed in Hong Kong other than: | (a) to “professional investors” as defined in the SFO and any rules made under that ordinance; or | (b) in other circumstances which do not constitute an offer to the public within the meaning of the SFO. | Unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for issue, whether in Hong Kong or elsewhere, any advertisement, invitation or | document relating to the Securities, which is directed at, or the content of which are likely to be accessed or read by, the public of Hong Kong other than with respect to Securities | which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under that ordinance. | If you are not the intended recipient of this presentation and any accompanying documents, you are hereby notified that any review, dissemination, distribution or copying of this | presentation and any accompanying documents is strictly prohibited. The information set out in this presentation and any accompanying documents does not constitute investment | advice on whether you should acquire the securities and does not take into account your specific financial, investment, taxation or other circumstances. You should consult your | advisers in considering whether to acquire the securities. | Singapore | The offer or invitation which is the subject of this presentation and any accompanying documents are only allowed to be made to the persons set out herein. | The offer which is the subject of this presentation and any accompanying documents is not allowed to be made to the retail public. This presentation and any accompanying documents | are not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). Accordingly statutory liability under that Act in relation to the content of | prospectuses would not apply. You should consider carefully whether the investment is suitable for you. | This presentation and any accompanying documents have not been, and will not be, registered as a prospectus in Singapore with the Monetary Authority of Singapore under the SFA. | Accordingly, this presentation, any accompanying documents, and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the | Securities must not be issued, circulated or distributed nor may the Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly | or directly, to persons in Singapore other than: | (a) to an institutional investor under section 304 of the SFA, and in accordance with the conditions specified, in section 304A of the SFA and any rules made under the SFA; | (b) to a relevant person pursuant to section 305(1), or any person pursuant to section 305(2) of the SFA, and in accordance with the conditions specified in sections 305 and 305A of | the SFA and any rules made under the SFA; or | (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA and any rules made under the SFA. | Where the Securities are subscribed or purchased under section 305 of the SFA by a relevant person which is: | (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each | of whom is an accredited investor; or | (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of | shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired | the Securities under section 305 of the SFA except: | 32 |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 51
| NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS | Foreign jurisdictions – selling restrictions and limitations | Singapore continued | (a) to an institutional investor or to a relevant person, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of | that corporation or such rights or interests in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, | whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in section 275 of | the SFA; | (b) where no consideration is given for the transfer; or | (c) where the transfer is by operation of law. | By accepting this presentation and any accompanying documents, the recipient hereof represents and warrants that he is entitled to receive such report in accordance with | the restrictions set forth above and agrees to be bound by the limitations contained herein. Any failure to comply with these limitations may constitute a violation of law. | Belgium | DEXUS has not been and will not be registered with the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het | Bank-, Financie-en assurantiewezen) as a foreign collective investment undertaking under Article 127 of Belgian Law of 20 July 2004 on certain forms of collective management of | investment portfolios. The offer in Belgium has not been and will not be notified to the Belgian Banking, Finance and Insurance Commission, nor have this presentation and any | accompanying documents been nor will they be approved by the Belgian Banking, Finance and Insurance Commission. | The Securities shall, whether directly or indirectly, only be offered, sold, transferred or delivered in Belgium to legal entities who are both Qualified Investors in the sense of Article 10 | of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended form time to | time) and Institutional or Professional Investors in the sense of Article 5§3 of the Belgian Law of 20 July 2004 on certain forms of collective management of investment portfolios (as | amended from time to time), acting on their own account, or to investors acquiring Securities to the value of �50,000 or more. | This presentation and any accompanying documents have been issued to you for your personal use only and exclusively for the purposes of this offer. Accordingly, this presentation and | any accompanying documents may not be used for any other purpose nor passed on to any other person in Belgium. | Denmark | This presentation and any accompanying documents have not been filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in the Kingdom | of Denmark. The Securities have not been offered or sold and may not be offered, sold or delivered directly or indirectly in Denmark, unless in compliance with Chapter 6 or Chapter 12 | of the Danish Act on Trading in Securities and executive orders issued pursuant thereto as amended from time to time. | France | The Securities may only be offered or sold, directly or indirectly in the Republic of France, to qualified investors and/or a restricted circle of investors all investing for their own | account and/or to investment services providers authorised to engage in portfolio management services on a discretionary basis on behalf of third parties all in accordance with Articles | L.411-2-II-(4°), D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier (Monetary and Financial Code); neither this presentation nor any | accompanying documents nor any information contained therein or any offering material related to the Securities, may be distributed or caused to be distributed to the public in | France. This presentation and any accompanying documents have not been submitted to the clearance procedure of the Autorité des marchés financiers. In the event that the | Securities, thus purchased or subscribed to by such investors listed above, are offered or resold, directly or indirectly, to the public in France, the conditions relating to public offerings | set forth in Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the Monetary and Financial Code shall be complied with. | 33 |
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52 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
| Foreign jurisdictions – selling restrictions and limitations | Germany | The Securities are neither registered for public distribution with the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - ‘BaFin’) according to | the German Investment Act nor listed on a German exchange. No sales prospectus pursuant to the German Securities Prospectus Act or German Sales Prospectus Act has been filed | with the BaFin. Consequently, the Securities must not be distributed within the Federal Republic of Germany by way of a public offer, public advertisement or in any similar manner | and this presentation, any accompanying documents, and any other document relating to the Securities, as well as information or statements contained therein, may not be supplied | to the public in the Federal Republic of Germany or used in connection with any offer to the public in the Federal Republic of Germany any other means of public marketing. The | Securities must not be forwarded to further recipients, this includes any on-sale of the Securities. As no view on taxation is expressed, you are urged to consult your own tax advisors | as to the tax consequences that may arise from an investment in the Securities. | Ireland | This offer is being extended to existing investors in DEXUS and no other person in Ireland may treat it as constituting an invitation or solicitation to subscribe for Securities. The offer | is being made in circumstances which do not require the publication of a prospectus pursuant to the Irish Prospectus (Directive 2003/71/EC) Regulations 2005. | Italy | The recipient of this presentation and any accompanying documents is required to agree that no offering of the Securities or distribution of any offering materials relating to the | Securities will be made in Italy unless the requirements of Italian law concerning the offering of mutual funds have been complied with, including (i) the requirements of Article 42 | and Article 94 and seq. of Legislative Decree no. 58 of 24 February 1998 and CONSOB Regulation no. 11971 of 14 May 1999, and (ii) all other Italian securities and tax laws and any | other applicable laws and regulations, all as amended from time to time. | Netherlands | The Securities will not be offered or sold, directly or indirectly, in the Netherlands, other than: | (a) with a minimum denomination of �50,000 per Security or the equivalent amount in another currency; | (b) for a minimum consideration of �50,000 per class of Security, or the equivalent amount in another currency, per investor; | (c) to fewer than 100 individuals or legal entities other than qualified investors; or | (d) solely to qualified investors, | all within the meaning of article 1:12 and 5:3 of the Netherlands Financial Supervision Act (Wet op het financieel toezicht) and article 4 of the Financial Supervision Act Exemption | Regulation (Vrijstellingsregeling Wft). | If the Securities will be offered or sold in reliance on the exemptions referred to in (i) or (ii) above, the following additional requirements apply: | (a) the first drawdown amount per investor must be at least �50,000 or the equivalent amount in another currency (exclusive of any costs), payable as a lump sum; | (b) any subsequent drawdown may be in an amount less than �50,000 or the equivalent amount in another currency; | (c) the amount invested by each investor may never be less than �50,000 or the equivalent amount in another currency (exclusive of a decrease of the value of the amount invested), | all in accordance with the interpretation of the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) dated 11 June 2008 on the denomination and | package exceptions/exemptions (Coupure en pakket uitzonderingen/vrijstellingen aanbieden effecten aan het publiek en aanbieden deelnemingsrechten in beleggingsinstellingen). | In respect of the offering, DEXUS does not require a license as a collective investment scheme pursuant to the Financial Supervision Act and is not subject to market conduct | supervision of the Netherlands Authority for the Financial Markets and prudential supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.). |
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RETAIl INfORMATION BOOklET DEXUS PROPERTy GROUP 53
| Foreign jurisdictions – selling restrictions and limitations | Norway | The offering of Securities is not subject to the Norwegian Investment Fund Act of 1981 or the public offering rules of the Norwegian Securities Trading Act of 2007. DEXUS has not | been, nor will be, registered or approved by the Financial Supervisory Authority of Norway (Kredittilsynet) or any other public authority in Norway and is thus not under public | supervision in Norway. Each investor should carefully consider individual tax issues before investing in the Securities. This presentation and any accompanying documents must not be | copied or otherwise distributed by the recipient. | Sweden | DEXUS is not authorised under the Swedish Investment Funds Act. The Securities are being offered to a limited number of investors and therefore this presentation and any | accompanying documents have not been, and will not be, registered with the Swedish Financial Supervisory Authority under the Swedish Financial Instrument Trading Act (1991:980). | Accordingly, this presentation and any accompanying documents may not be made available, nor may the Securities otherwise be marketed and offered for sale in Sweden, other than | in circumstances which are deemed not to be an offer to the public in Sweden under the Financial Instruments Trading Act. | Switzerland | DEXUS has not been approved by the Swiss Federal Banking Commission as a foreign collective investment scheme pursuant to Article 120 of the Swiss Collective Investment Scheme | Act of June 23, 2006 (“CISA”). Accordingly, the Securities may not be publically offered in or from Switzerland and neither this presentation nor any accompanying documents or any | other offering materials related to the Securities may be available through a public offering in or from Switzerland. The Securities may only be offered and this presentation and any | accompanying documents may only be distributed in or from Switzerland to Qualified Investors (as defined in the CISA and its implementing ordinance). | United Arab Emirates | This presentation and any accompanying documents are strictly private and confidential and are being distributed to a limited number of investors and must not be provided to any | person other than the original recipient, and may not be reproduced or used for any other purpose. | By receiving this presentation and any accompanying documents, the person or entity to whom it has been issued understands, acknowledges and agrees that none of DEXUS, the | Securities or this presentation and any accompanying documents have been approved by the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning or any other authorities | in the United Arab Emirates to market or sell the Securities within the United Arab Emirates. | No marketing of the Securities has been or will be made from within the United Arab Emirates and no subscription for the Securities may or will be consummated within the United | Arab Emirates. | It should not be assumed that the placement agent, if any, is a licensed broker, dealer or investment advisor under the laws applicable in the United Arab Emirates, or that it advises | individuals resident in the United Arab Emirates as to the appropriateness of investing in or purchasing or selling securities or other financial products. The Securities may not be | offered or sold directly or indirectly to the public in the United Arab Emirates. This does not constitute a public offer of securities in the United Arab Emirates in accordance with the | Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. | Nothing contained in this presentation or any accompanying documents is intended to constitute investment, legal, tax, accounting or other professional advice. This presentation and | any accompanying documents are for your information only and nothing in this presentation or any accompanying documents is intended to endorse or recommend a particular course | of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. | The investment in DEXUS is not intended for, and the Securities are not being offered, distributed, sold or publicly promoted or advertised, directly or indirectly, to, or for the | account or benefit of, any person in the Dubai International Financial Centre (“DIFC”). This presentation and any accompanying documents are not intended for distribution to any | person in the DIFC and any such person that receives a copy of this presentation and any accompanying documents should not act or rely on this presentation and accompanying | documents and should ignore the same. The DFSA has not approved DEXUS, the Securities, this presentation and any accompanying documents nor taken steps to verify the | information set out in it, and has no responsibility for it. | 35 |
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54 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
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Appendix III Stock lending and other transactions
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| Stock lending and other transactions | �Eligible security holders will be entitled to apply under the entitlement offer for a certain | number of new securities held as at 7:00pm (AEST) on 24 April 2009 (Record Date). | Notwithstanding the Record Date for the entitlement offer, DEXUS will be granted a waiver by | ASX so that, in determining entitlements for the entitlement offer, DEXUS may ignore changes in | security holdings that occur after the announcement of the trading halt in Securities for the | entitlement offer (other than registrations of transactions that were effected through ITS before | that announcement) | �Accordingly, a person who is a registered security holder of DEXUS at 7.00pm (AEST) on the | Record Date for the entitlement offer as a result of a dealing after the announcement of the | trading halt in Securities for the entitlement offer (other than the registration of a transaction | effected through ITS before that announcement) may not be entitled to receive an entitlement | under the entitlement offer | �In the event that a security holder has existing Securities out on loan at the Record Date, the | borrower will be regarded as the security holder for the purposes of determining the | entitlement (provided that those borrowed Securities have not been on-sold) | 37 |
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56 DEXUS PROPERTy GROUP RETAIl INfORMATION BOOklET
Eligible Retail Securityholder declarations
IMPORTANT:
If you make an Application – you will be taken to make the declarations to DEXUS that you:
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agree to be bound by the terms of the Retail Entitlement Offer;
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n
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n authorise DEXUS to register you as the holder of the New Securities allotted to you;
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n declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
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n declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
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n acknowledge that once DEXUS receives the Entitlement and Acceptance Form or any payment of Application Monies via BPAY[®] , you may not withdraw it;
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n agree to apply for the number of New Securities specified in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPAY[®] , at the issue price of $0.65 per New Security;
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n agree to be issued the number of New Securities that you apply for;
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n authorise DEXUS, DXFM, the Underwriters, the Registry and their respective officers or agents, to do anything on your behalf necessary for New Securities to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;
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n declare that you are the current registered holder of Existing Securities and are an Australian or New Zealand resident;
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n acknowledge that the information contained in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form is not investment advice nor a recommendation that New Securities are suitable for you given your investment objectives, financial situation or particular needs, and is not a product disclosure statement, does not contain all of the information that you may require in order to assess an investment in DEXUS and is given in the context of DEXUS’s past and ongoing continuous disclosure announcements to ASX;
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n represent and warrant that the law of any other place does not prohibit you from being given this Retail Information Booklet and the accompanying Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Securities;
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n acknowledge the statement of risks in “Key Risks” section and “Appendix I Risks - additional detail” of the Investor Presentation, and that investments in DEXUS are subject to investment risk;
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n acknowledge that neither DXFM, its directors, officers, employees, agents, consultants nor advisers, nor the Underwriters, guarantees the performance of DEXUS, nor do they guarantee the repayment of capital from DEXUS;
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n represent and warrant (for the benefit of DXFM, DEXUS, the Underwriters and their respective affiliates) that you are not in the United States and that you are not, and you are not acting for the account or benefit of, a US Person;
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n represent and warrant (for the benefit of DXFM, DEXUS, the Underwriters and their respective affiliates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and are otherwise eligible to participate in the Retail Entitlement Offer;
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n acknowledge that Entitlements and New Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia and New Zealand and accordingly, Entitlements may not be taken up, and New Securities may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefit of, any US Person, except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws;
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n agree not to send this Retail Information Booklet, the Entitlement and Acceptance Form or any other material relating to the Equity Raising to any person in the United States or that is, or is acting for the account or benefit of, a US Person; and
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n agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Securities on the Record Date.
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Directory
DEXUS Property Group
Level 9, 343 George Street Sydney NSW 2000
PO Box R1822 Royal Exchange NSW 1225
Phone: +61 2 9017 1100 Fax: +61 2 9017 1101 www.dexus.com Email: [email protected]
DEXUS Securityholder Information Line
1800 819 675 (toll free within Australia) or on +61 2 8280 7126 (from outside Australia) Open 8.30am to 5.30pm (AEST) Monday to Friday during the Entitlement Offer Period
Underwriters and Joint Lead Managers
Credit Suisse (Australia) Limited Level 31, Gateway 1 Macquarie Place Sydney NSW 2000
Deutsche Bank AG, Sydney branch Level 16, Deutsche Bank Place Corner of Hunter & Phillip Streets Sydney NSW 2000
Co-Managers
Commonwealth Securities Limited Darling Park Tower 1 Level 23, 201 Sussex Street Sydney NSW 2000
Morgan Stanley Australia Securities Limited Level 39, Chifley Tower 2 Chifley Square Sydney NSW 2000
Australian Legal Adviser
Mallesons Stephen Jaques Level 61, Governor Phillip Tower 1 Farrer Place Sydney NSW 2000
Registry
Link Market Services Limited Level 12 680 George Street Sydney NSW 2000
www.dexus.com