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DEXUS Capital/Financing Update 2009

Apr 22, 2009

64807_rns_2009-04-22_728a72da-a9cb-4092-b968-959b724745bd.pdf

Capital/Financing Update

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23 April 2009

The Manager ASX Limited Exchange Centre 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) completes institutional component of the equity raising and announces retail component of the equity raising now underwritten

DEXUS Funds Management Limited (“ DXFM ”), as responsible entity of DEXUS Property Group, today announces that it has successfully completed the institutional placement (“ Institutional Placement ”) and institutional component of the accelerated non-renounceable 2 for 7 entitlement offer (“ Institutional Entitlement Offer ”), announced to the market on 21 April 2009.

Together, the Institutional Placement and Institutional Entitlement Offer will raise approximately A$658 million at A$0.65 per new stapled security (“ New Security ”), comprising:

  • The Institutional Placement of approximately 138.5 million New Securities to raise approximately A$90 million, and

  • The Institutional Entitlement Offer of approximately 875 million New Securities to raise approximately A$568 million. The Institutional Entitlement Offer received very strong support from DEXUS’s existing institutional securityholders, with nearly all securityholders electing to take up their full entitlement under the offer.

Settlement of the New Securities issued under the Institutional Placement and the Institutional Entitlement Offer is scheduled to occur on 5 May 2009, with trading expected to commence on 6 May 2009.

The underwriters have now also agreed to underwrite the retail component of the entitlement offer which comprises approximately 139 million New Securities and will raise approximately A$91 million (“ Retail Entitlement Offer ”).[1]

The Retail Entitlement Offer will proceed according to the timetable set out in the announcement released to ASX on 21 April 2009. A draft information booklet in relation to the Retail Entitlement Offer will be released to the market today and a final information booklet will be mailed to securityholders on 28 April 2009.

Page 2

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Following the completion of the Institutional Placement and the Institutional Entitlement Offer, Victor Hoog Antink, Chief Executive Officer of DEXUS Property Group, commented:

“We are delighted with the strong support we received from the market for the equity raising – from our existing securityholders and from new institutional investors. The support is an affirmation of our business strategy and proactive approach to capital management.

DEXUS is now well-positioned to drive value for our investors, as a leading owner, manager, developer of high quality property assets in the office and industrial sectors in select markets, predominantly in Australia.”

Following the completion of the fully underwritten Equity Raising, DEXUS’s pro-forma gearing will fall to 28.8%.[2] On 2 April 2009, prior to the announcement of the Equity Raising, Standard & Poor’s reaffirmed DEXUS’s BBB+/Stable credit rating.

Enclosed with this announcement is a revised Appendix 3B.

DEXUS requests that its trading halt be lifted with effect from open of market today.

Yours sincerely,

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John Easy Company Secretary

For further information, please contact:

Chief Executive Officer: Victor HoogAntink (02)9017 1129
Investor Relations: Karol O’Reilly (03)8611 2930 or 0405 134 856
Media Relations: Emma Parry (02)9017 1133 or 0421 000 329

About DEXUS

DEXUS is one of Australia’s largest diversified property groups and a leading owner, manager, developer of world-class industrial, office and retail properties with total assets under management of $15 billion in Australia, New Zealand, the United States, Canada and Europe.

DEXUS is committed to the long-term integration of sustainability practices throughout its property portfolio and was recently recognised as one of the Global 100 Most Sustainable Corporations at the World Economic Forum in Davos. www.dexus.com

1 The underwriting agreement contains usual terms and conditions including key termination events which continue until the final retail closing date

  • 2 Gearing = Interest Bearing Liabilities (excluding deferred borrowing costs) less cash / Total Tangible Assets (excluding derivatives and deferred and current tax assets) less cash.

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

DEXUS Funds Management Limited as responsible entity for DEXUS Property Group (DXS)

ABN

24 060 920 783

ARSN of DDF 089 324 541, DIT 090 879 137, DOT 090 768 531, DXO 110 521 223

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Stapled Securities issued 2 Number of[+] securities issued or to 1,152,351,637 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities The new securities have been issued on the same (eg, if options, exercise price and terms as existing stapled securities. expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

  • the date from which they do

  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates
of
entering
+securities
into
uncertificated holdings or despatch of
certificates
$0.65 per stapled security
Funds raised through the Institutional
Placement and the Entitlement Offer will be
used to repay debt.
The institutional placement and the
institutional component of the entitlement
offer (Institutional Component) - 6 May 2009
The retail component of the entitlement offer
(Retail Component)– 28 May2009
8
Number and+class of all+securities
quoted on ASX (_including_the securities
in clause 2 if applicable)
Number +Class
Opening Securities
3,548,480,728
Add new Securities from
the Institutional
Component:
1,013,051,796
Add new Securities from
the Retail Component:
139,299,841
Closing Securities:
4,700,832,365
Stapled Securities
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number +Class
Nil Nil

10 Dividend policy (in the case of a trust, There is no change in the distribution distribution policy) on the increased policy. capital (interests)

Part 2 - Bonus issue or pro rata issue

11
Is security holder approval required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will be
offered
14
+Class of+securities to which the offer
relates
15
+Record date to determine entitlements
16
Will holdings on different registers (or
sub
registers)
be
aggregated
for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the entity
has+security holders who will not be
sent new issue documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of acceptances
or renunciations
No
Non-renounceable
The Entitlement ratio is 2 New Securities for
7 existingstapled securities
Ordinary stapled securities
24 April 2009
Not applicable
Rounding Up
All countries other than Australia, New
Zealand and any other jurisdiction into
which it is decided to make offers.
Institutional Component - 22 April 2009
Retail Component - 20 May2009
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

20
Names of any underwriters
21
Amount
of
any
underwriting
fee
or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the broker to
the issue
24
Amount of any handling fee payable to
brokers
who
lodge
acceptances
or
renunciations on behalf of+security holders
25
If the issue is contingent on+security holders’
approval, the date of the meeting
26
Date entitlement and acceptance form and
prospectus or Product Disclosure Statement
will be sent to persons entitled
27
If the entity has issued options, and the terms
entitle option holders to participate on
exercise, the date on which notices will be
sent to option holders
28
Date rights trading will begin (if applicable)
29
Date rights trading will end (if applicable)
Credit Suisse (Australia) Limited and
Deutsche Bank AG, Sydney Branch
Underwriting fee of 2% of the
Underwritten Proceeds and
management fee of 0.5% of the
Underwritten Proceeds. The
Underwritten Proceeds now means
the sum of the proceeds from the
institutional placement, institutional
component of the entitlement offer
and retail component of the
entitlement offer.
Commonwealth Securities Limited
and Morgan Stanley Australia
Securities Limited(as co-managers)
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.
Not applicable
28 April 2009
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 30 How do +security holders sell their Not applicable entitlements in full through a broker?

  • 31 How do[+] security holders sell part of their Not applicable entitlements through a broker and accept for the balance?

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

Not applicable Institutional Component – 6 May 2009 Retail Component – 28 May 2009

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a) � Securities described in Part 1

  • (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

38 Number of securities for which +quotation is sought 39 Class of[+] securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ................................................... Date: .23 April 2009...... (Director/Company secretary)

Print name: .John Easy..................................................

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7