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DEXUS — Major Shareholding Notification 2014
Jan 14, 2014
64807_rns_2014-01-14_d6a0f885-1a6b-4c48-bd1f-82c6bcdf376f.pdf
Major Shareholding Notification
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ASX release
15 January 2014
DEXUS and CPPIB change in substantial holding for CPA
DEXUS Funds Management Limited and Canada Pension Plan Investment Board today lodged a change of interests of substantial holder notice in relation to their holding in Commonwealth Property Office Fund (CPA).
For further information please contact:
| DEXUS Investor queries |
DEXUS Media queries |
||
|---|---|---|---|
| David Yates | T: +61 2 9017 1424 M: +61 418 861 047 E: [email protected] |
Peter Brookes, Citadel |
T: +61 2 9290 3033 M: +61 407 911 389 E: [email protected] |
| CPPIB Media queries |
CPPIB Media queries |
||
| Canada | T: +1 416 868 8695 | Australia | T: +61 2 8284 9990 |
| Linda Sims | E: [email protected] | Nigel Kassulke, Cannings |
M: +61 407 904874 E: [email protected] |
About DEXUS
DEXUS Property Group (DEXUS) is one of Australia's leading real estate groups, investing directly in high quality Australian office and industrial properties. With over \$13 billion of assets under management, DEXUS also actively manages office, industrial and retail properties located in key Australian markets on behalf of third party capital partners. DEXUS manages an office portfolio of over 900,000 square metres across Sydney, Melbourne, Brisbane and Perth and is one of the largest institutional owners of office buildings in the Sydney CBD, Australia's largest office market. DEXUS is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange under the stock market trading code 'DXS' and is supported by more than 19,000 investors from 19 countries. With over 25 years of experience in commercial property investment, development and asset management, DEXUS has a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns to investors. www.dexus.com
Download the DEXUS IR app to your preferred mobile device to gain instant access to the latest stock price, ASX Announcements, presentations, reports, webcasts and more.

DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for DEXUS Property Group (ASX: DXS)
About Canada Pension Plan Investment Board
Canada Pension Plan Investment Board (CPPIB) is a professional investment management organization that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 18 million Canadian contributors and beneficiaries. In order to build a diversified portfolio of CPP assets, CPPIB invests in public equities, private equities, real estate, infrastructure and fixed income instruments. Headquartered in Toronto, with offices in London and Hong Kong, CPPIB is governed and managed independently of the Canada Pension Plan and at arm's length from governments. At September 30, 2013, the CPP Fund totalled C\$192.8 billion of which C\$22.0 billion represents real estate investments. For more information about CPPIB, please visit www.cppib.com


Form 604
Corporations Act 2001 Section 6718
Notice of change of interests of substantial holder
| To Company Name/Scheme | ("CPA") Commonwealth Propertv Office Fund |
||
|---|---|---|---|
| ACN/ARSN | ARSN 086 029 736 | ||
| 1. Details of substantial holder (1 ) | |||
| Name | bodies corporate. | This notice is given by DEXUS Funds Management Limited ("DXFM"), as trustee of DEXUS Office Trust Austtalia and responsible entig of each of the trusts that comprise the DEXUS Property Group. The notice is given by DXFM on behalf of itself and on behalf of each of its related bodies corporate ('DEXUS Subsidiaries") that are held by DXFM as an asset of the trusts that comprise the DEXUS Ptoperty Gtoup This notice is also given by Canada Pension Plan lnvestment Board ("CPP B"), on behalf of itself and each of its ¡elated |
|
| ACN/ARSN (if applicable) | ACN 060 920 783 for DXFM. N/A for CPPIB. | ||
| There was a change in the interests of the substantial holder on |
14t1t2014 | ||
| The previous notice was given to the company on | 14t1t2014 | ||
| The previous notice was dated | 14t1t2014 |
2. Previous and present voting power
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
| Class of securlties (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person's votes | Voting power (5) | Person's votes | Votinq power (5) | |
| Fully paid units | 594,929,8ô6 Units Note, CPPIB only has votes of 354,109,580 Units. |
25.350/o Note, CPPIB only has voting power of 15.09%. |
597,340,541 Units This includes the 350,000,000 ordinary units in CPA ('Units") arising |
25,45o/o Note, CPPIB only has voting power of 15.19% because it is not an associate of CBA. |
| under the arrangement set out in Annexure A to the Substantial Holder Notice lodged by DXFM on 25 July 2013 ("Arangement'). It also includes the 6,520,255 votes attaching to Units in which DXFM has a relevant interest as a result of acceptances of DXFM's takeover bid ('DEXUS offet"). The remainder of DXFM's votes arise as a result of its association with Commonwealth Bank of Australia ("CBA") (see Substantial Holder Notice |
||||
| lodged by DXFM on 16 December 201 3). Note, CPPIB only has votes of 356,520,255 Units because it is not an associate of CBA. |
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of lhe substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
| Date of change |
Person whose relevant interest changed |
Nature of change (6) |
Consideration given in relation to change (7) |
Class and number of securities affected |
Person's votes affected |
|---|---|---|---|---|---|
| 14t1t2014 | DXFM and CPPIB | Change arising as a result of acceptances of the DEXUS Offer. |
\$0.7745 cash and 0.45'16 DEXUS Stapled Securities 0r \$0.8496 cash and 0.3801 DEXUS Stapled Securities |
2,410,675 Units | 0.'10% |
4. Present relevant interests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
| Holder of relevant interest |
Registered holder of securities |
Person entitled to be registered as holder (8) |
Nature of relevant interest (6) |
Class and number of securities |
Person's votes |
|---|---|---|---|---|---|
| DXFM and CPPIB |
ln respectofthe Units under the Anangement, unknown. However, as far as DXFM and CPPIB are aware, DBA cunently holds a relevant interest in 382,180,004 Units and DXFM may be taken to have a relevant interest in those Units by reason of the Anangement (up to an interest of 350,000,000). Refer to the substantial holder notice lodged by DBA and appearing on ASX on 4 December 2013 forfurther information about the registered holder of Units in which DBA has a relevant interest. |
ln respectofthe Units under the Anangement, unknown. Refer to the substantial holder notice lodged by DBA and appearing on ASX on 4 December 201 3 for further information about the person entitled to be registered as holder of Units in which DBA has a relevant interest. Note, DXFM has given a notice requiring delivery of Units under the Arrangement. Delivery of Units under that Anangement has been postponed until 24 January 2014 (subject to further postponement). Accordingly, the obligation for DXFM to take, and the obligation for DBA to make, delivery of Units under the Anangement has ansen. |
Neither DXFM nor CPPIB are the owner of Units. However, under section 608(8): - DXFM may be taken to have a relevant interest in Units by reason of the Anangement; and - if DXFM had a relevant interest in those Units then CPPIB would also have a relevant interest in those Units by reason of the Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM on 20 December 201 3. |
To the extent that section 608(B) confen the same relevant interest on DXFM as held by DBA as at 29 November 2013 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant interest in 350,000,000 Units, |
To the extent that section 608(8) confen the same relevant interest on DXFM as held by DBA as at 29 November 2013 (up to a maximum of 350,000,000 Units), DXFM and CPPIB had a relevant interest in Units with voting power of 14,9o/o, |
| DXFM | ln respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer. |
DXFM | Acquisitions arising from aæeptances of the DEXUS Offer. |
6,520,255 Units | 0,28% |
| CPPIB | ln respect of Units arising under acceptances of the DEXUS Offer, the holders of Units who have accepted the DEXUS Offer, |
DXFM | lnterest arising under the Joint Bid Agreement attached to the Substantial Holder Notice lodged with ASX by DXFM on 20 December 201 3. |
6,520,255 Units | 0.28% |
5. Changes in association
The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
| f applicable) Name and ACN/ARSN (if a |
___ Nature of association |
|---|---|
| N/A |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address | |
|---|---|---|
| DXFM | Level 25, Australia Square, 264-278 George Street, Sydney NSW 2000 | |
| CPPIB | One Queen Street East, Suite 2500, Toronto, Ontario, M5C 2W5, Canada |
Bedlander
Signature
David Friedlander print name
Attorney capacity
15/1/2014
date
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