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DEXUS — Major Shareholding Notification 2023
May 16, 2023
64807_rns_2023-05-16_67afd268-e81b-40a5-b3d0-9e465e866c0b.pdf
Major Shareholding Notification
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604 15 July 2001
Form 604
Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
| ToCompany Name/Scheme Dexus Convenience Retail REIT, comprising: • Convenience Retail REIT No.1 (ARSN 101 227 614) (“CRR1”) • Convenience Retail REIT No.2 (ARSN 619 527 829) (“CRR2”) • Convenience Retail REIT No.3 (ARSN 619 527 856) (“CRR3”) ACN/ARSN As above Details of substantial holder (1) Name Dexus Funds Management Limited (ACN 060 920 783) as responsible entity of Dexus Property Trust (ARSN 648 526 470) and Dexus Operations Trust (ARSN 110 521 223) (“Dexus”) Dexus RE Limited (ACN 627 612 202) as responsible entity of APD Trust (ARSN 629 330 007) (“APD”) Dexus Asset Management Limited (ACN 080 674 479) (“DXAM”) in its personal capacity DXAM as responsible entity of Dexus AREIT Fund (ARSN 134 361 229) (“Dexus AREIT”) DXAM as responsible entity of Dexus Property For Income Fund (ARSN 090 467 208) (“PFIF 1”) DXAM as responsible entity of Dexus Property For Income Fund No.2 (ARSN 113 296 110) (“PFIF 2”) DXAM as investment manager appointed by Colonial First State Investment Services to manage Dexus CFS AREIT Fund (“CFS”) ACN/ARSN (if applicable) As above There was a change in the interests of the substantial holder on 12 / 05 / 2023 The previous notice was given to the company on 18 / 08 / 2021 The previous notice was dated 18 / 08 /2021 |
Dexus Convenience Retail REIT, comprising: • Convenience Retail REIT No.1 (ARSN 101 227 614) (“CRR1”) • Convenience Retail REIT No.2 (ARSN 619 527 829) (“CRR2”) • Convenience Retail REIT No.3 (ARSN 619 527 856) (“CRR3”) |
Dexus Convenience Retail REIT, comprising: • Convenience Retail REIT No.1 (ARSN 101 227 614) (“CRR1”) • Convenience Retail REIT No.2 (ARSN 619 527 829) (“CRR2”) • Convenience Retail REIT No.3 (ARSN 619 527 856) (“CRR3”) |
|---|---|---|
| As above | ||
| Dexus Funds Management Limited (ACN 060 920 783) as responsible entity of Dexus Property Trust (ARSN 648 526 470) and Dexus Operations Trust (ARSN 110 521 223) (“Dexus”) Dexus RE Limited (ACN 627 612 202) as responsible entity of APD Trust (ARSN 629 330 007) (“APD”) Dexus Asset Management Limited (ACN 080 674 479) (“DXAM”) in its personal capacity DXAM as responsible entity of Dexus AREIT Fund (ARSN 134 361 229) (“Dexus AREIT”) DXAM as responsible entity of Dexus Property For Income Fund (ARSN 090 467 208) (“PFIF 1”) DXAM as responsible entity of Dexus Property For Income Fund No.2 (ARSN 113 296 110) (“PFIF 2”) DXAM as investment manager appointed by Colonial First State Investment Services to manage Dexus CFS AREIT Fund (“CFS”) |
||
| As above | ||
| 12 / 05 / 2023 18 / 08 / 2021 18 / 08 /2021 |
1. Details of substantial holder (1)
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 securities (4) | Previous notice | Present notice | ||
|---|---|---|---|---|
| Person’s votes | Voting power(5) | Person’s votes | Voting power(5) | |
| Fully paid stapled units comprising one ordinary unit in each of CRR1, CRR2 and CRR3, stapled together (“Units”) |
21,091,590 | 17.06% (based on 123,648,383 Units on issue) |
21,261,922 | 15.43% (based on 137,756,563 Units on issue) |
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604 15 July 2001
3. Changes in relevant interests
Particulars of each change in, or change in the nature of, a relevant interest of the 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 |
|---|---|---|---|---|---|
| 23 September 2021 | APD | Dilution of voting power as a result of the issue of additional Units pursuant to the security purchase plan component of the offer announced on 17 August 2021("SPP”) |
N/A | N/A | N/A |
| 23 August 2021 | APD | Dilution of voting power as a result of the issue of additional Units pursuant to the institutional placement component of the offer announced on 17 August 2021(“Placement") |
N/A | N/A | N/A |
| 23 September 2021 | DXAM | Dilution of voting power as a result of the issue of additionalUnits pursuant to the SPP |
N/A | N/A | N/A |
| 23 August 2021 | DXAM | Dilution of voting power as a result of the issue of additionalUnits pursuant to thePlacement |
N/A | N/A | N/A |
| 12 May2023 | DexusAREIT | On-market disposalofUnits byDexusAREIT | $2,313,460.00 | 883,000 Units | 883,000 |
| 9 February2023 | Dexus AREIT | On-market disposal of Units byDexus AREIT | $182,675.20 | 64,000 Units | 64,000 |
| 7 November 2022 | Dexus AREIT | On-market disposal of Units byDexus AREIT | $260,572.84 | 91,751 Units | 91,751 |
| 5 October 2022 | DexusAREIT | On-market disposalofUnits byDexusAREIT | $390,554.45 | 139,228 Units | 139,228 |
| 30 September 2022 | DexusAREIT | On-market disposalofUnits byDexusAREIT | $348,276.32 | 128,829 Units | 128,829 |
| 3 November 2021 | Dexus AREIT | On-market acquisition of Units byDexus AREIT | $1,340,000.00 | 400,000 Units | 400,000 |
| 23 September 2021 | Dexus AREIT | Dilution of voting power as a result of the issue of additionalUnits pursuant to the SPP |
N/A | N/A | N/A |
| 16 September 2021 | Dexus AREIT | On-market acquisition of Units byDexus AREIT | $117,439.27 | 32,603 Units | 32,603 |
| 9 September 2021 | Dexus AREIT | On-market acquisition of Units byDexus AREIT | $942,500.00 | 260,000 Units | 260,000 |
| 30August2021 | DexusAREIT | On-market acquisitionofUnits byDexusAREIT | $310,010.53 | 85,733 Units | 85,733 |
| 23 August 2021 | Dexus AREIT | Acquisition of Units by Dexus AREIT pursuant to the Placement |
$2,770,074.00 | 769,465 Units | 769,465 |
| 12 May2023 | PFIF 1 | On-market disposalofUnits byPFIF 1 | $131,000.00 | 50,000 Units | 50,000 |
| 9February2023 | PFIF 1 | On-market acquisitionofUnits byPFIF 1 | $111,317.70 | 39,000 Units | 39,000 |
| 29 September 2022 | PFIF 1 | On-market disposal of Units byPFIF 1 | $163,614.00 | 60,000 Units | 60,000 |
| 28 September 2022 | PFIF 1 | On-market disposal of Units byPFIF 1 | $219,088.00 | 80,000 Units | 80,000 |
| 3November 2021 | PFIF 1 | On-market acquisitionofUnits byPFIF 1 | $127,300.00 | 38,000 Units | 38,000 |
| 23 September 2021 | PFIF 1 | Dilution of voting power as a result of the issue of additional Unitspursuant to the SPP |
N/A | N/A | N/A |
| 9 September 2021 | PFIF 1 | On-market acquisitionofUnits byPFIF 1 | $50,750.00 | 14,000 Units | 14,000 |
| 30August2021 | PFIF 1 | On-market acquisitionofUnits byPFIF 1 | $18,600.70 | 5,144Units | 5,144 |
| 23 August 2021 | PFIF 1 | Acquisition of Units by PFIF 1 pursuant to the Placement |
$240,829.20 | 66,897 Units | 66,897 |
| 12 May2023 | PFIF 2 | On-market disposalofUnits byPFIF 2 | $44,540.00 | 17,000 Units | 17,000 |
| 9 February2023 | PFIF 2 | On-market acquisition of Units byPFIF 2 | $71,357.50 | 25,000 Units | 25,000 |
| 15 November 2022 | PFIF 2 | On-market disposal of Units byPFIF 2 | $37,744.20 | 13,000 Units | 13,000 |
| 29 September 2022 | PFIF 2 | On-market disposalofUnits byPFIF 2 | $54,538.00 | 20,000 Units | 20,000 |
| 28 September 2022 | PFIF 2 | On-market disposalofUnits byPFIF 2 | $54,772.00 | 20,000 Units | 20,000 |
| 3 November 2021 | PFIF 2 | On-market acquisition of Units byPFIF 2 | $30,150.00 | 9,000 Units | 9,000 |
| 23 September 2021 | PFIF 2 | Dilution of voting power as a result of the issue of additionalUnits pursuant to the SPP |
N/A | N/A | N/A |
| 9 September 2021 | PFIF 2 | On-market acquisition of Units byPFIF 2 | $3,625.00 | 1,000 Units | 1,000 |
| 23 August 2021 | PFIF 2 | Acquisition of Units by PFIF 2 pursuant to the Placement |
$75,848.40 | 21,069 Units | 21,069 |
| 12 May2023 | CFS | On-market disposal of Units byCFS | $131,000.00 | 50,000 Units | 50,000 |
| 15 November 2022 | CFS | On-market disposal of Units byCFS | $81,385.74 | 28,031 Units | 28,031 |
| 28 September 2022 | CFS | On-market disposalofUnits by CFS | $136,930.00 | 50,000 Units | 50,000 |
| 3November 2021 | CFS | On-market acquisitionofUnits by CFS | $201,000.00 | 60,000 Units | 60,000 |
| 23 September 2021 | CFS | Dilution of voting power as a result of the issue of additionalUnits pursuant to the SPP |
N/A | N/A | N/A |
| 16 September 2021 | CFS | On-market acquisitionofUnits by CFS | $11,742.85 | 3,260 Units | 3,260 |
| 9 September 2021 | CFS | On-market acquisition of Units byCFS | $126,875.00 | 35,000 Units | 35,000 |
| 23 August 2021 | CFS | Dilution of voting power as a result of the issue of additional Unitspursuant to the Placement |
N/A | N/A | N/A |
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604 15 July 2001
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 |
|---|---|---|---|---|---|
| APD | Perpetual Corporate Trust Limited |
Perpetual Corporate Trust Limited |
Responsible entity with power to exercise control over voting rights |
10,011,224 Units | 10,011,224 |
| DXAM | DXAM | DXAM | Registered holder | 2,402,816 Units | 2,402,816 |
| Dexus AREIT | National Nominees Limited (“National Nominees”) |
National Nominees |
Responsible entity with power to exercise control over voting rights |
7,110,327 Units | 7,110,327 |
| PFIF 1 | National Nominees |
National Nominees |
Responsible entity with power to exercise control over voting rights |
570,261 Units | 570,261 |
| PFIF 2 | National Nominees |
National Nominees |
Responsible entity with power to exercise control over voting rights |
174,166 Units | 174,166 |
| CFS | Northern Trust (SG) | Northern Trust (SG) | Investment manager with power to exercise control over voting rights |
993,128 Units | 993,128 |
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:
interests in the company or scheme are as follows: |
|
|---|---|
| Name and ACN/ARSN (if applicable) | Nature of association |
| N/A | |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| Dexus, APD and DXAM | Level 25, 264-278 George Street, Sydney NSW 2000 |
| Perpetual Corporate Trust Limited | Level 18, 123 Pitt Street, Sydney NSW 2000 |
| National Nominees | Level 12, 500 Bourke Street, Melbourne VIC 3000 |
| Colonial First State Investment Services | 11 Harbour Street, Sydney NSW 2000 |
| Northern Trust (SG) | One George Street #12-06 Singapore 049145 |
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604 15 July 2001
Signature
print name Scott Mahony
print name Scott Mahony capacity Company Secretary sign here date 17 / 5 / 2023
DIRECTIONS
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(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
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(2) See the definition of “associate” in section 9 of the Corporations Act 2001.
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(3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
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(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write “unknown”.
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(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.
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