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GPT GROUP — Capital/Financing Update 2009
May 17, 2009
65009_rns_2009-05-17_414b8e9a-5414-4f40-86a9-744d2951ec40.pdf
Capital/Financing Update
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GPT RE Limited GPT Management ABN 27 107 426 504 Holdings Limited as Responsible Entity of ABN 67 113 510 188 General Property Trust AFSL 286511
Level 52 T: +61 2 8239 3555 MLC Centre F: +61 2 9225 9318 19 Martin Place E: [email protected] Sydney NSW 2000 www.gpt.com.au Australia
18 May 2009
Lux Wigneswaran Adviser, Issuers (Sydney) Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney NSW 2000
By electronic lodgement
Dear Ms Wigneswaran
Re: GPT Entitlement Offer – Notification to Ineligible Retail Stapled Securityholders
Please find attached a copy of the notification which is being sent to Ineligible Retail Stapled Securityholders today.
Yours sincerely
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James A Coyne Company Secretary
GPT Securityholder Service Centre
T: 1800 025 095 F: +61 2 9287 0303 E: [email protected]
www.gpt.com.au
Letter to ASX enclosing copy of Notification to Ineligible Secruityholders 18.05.09.doc
GPT RE Limited ABN 27 107 426 504 as Responsible Entity of General Property Trust AFSL 286511
GPT Management GPT Registrar GPT Securityholder Holdings Limited Locked Bag A14 Service Centre ABN 67 113 510 188 Sydney South Freecall 1800 025 095 NSW 1235 T: +61 2 8280 7176 Australia F: +61 2 9287 0303 E: [email protected] www.gpt.com.au
18 May 2009
Dear Securityholder
Re: GPT ENTITLEMENT OFFER — NOTIFICATION TO INELIGIBLE RETAIL STAPLED SECURITYHOLDERS
On 7 May 2009, The GPT Group (“GPT”) announced that it was conducting an institutional placement (“Institutional Placement”) and an accelerated non-renounceable pro-rata entitlement offer, to eligible securityholders, to subscribe for 1 new GPT stapled security (“New Security”) for every 1 existing GPT stapled security (“Security”) held (“Entitlement”) at an issue price of $0.35 per New Security (the “Entitlement Offer”).
The Entitlement Offer comprises an institutional component (“Institutional Entitlement Offer”) and an offer to Eligible Retail Securityholders (as defined below) to participate on the same terms (“Retail Entitlement Offer”). The Entitlement Offer is being made by GPT in accordance with sections 708AA and 1012DAA of the Corporations Act 2001 (Cth) as notionally modified by Australian Securities and Investments Commission Class Order 08/35. The Institutional Placement and Institutional Entitlement Offer raised approximately $1.4 billion, and the Retail Entitlement Offer has the potential to raise up to approximately $300 million.
Documents relating to the Retail Entitlement Offer were lodged with the ASX today and are being mailed to Eligible Retail Securityholders (as defined below).
DETAILS OF THE RETAIL ENTITLEMENT OFFER
The Retail Entitlement Offer is being made to Eligible Retail Securityholders (as defined below), on the basis of 1 New Security for every 1 Security held at 7.00pm (AEST) on Tuesday, 12 May 2009 (“Record Date”).
ELIGIBILITY CRITERIA
GPT has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that it would be unreasonable to make offers to securityholders in all countries outside Australia and New Zealand in connection with the Retail Entitlement Offer. Accordingly, in compliance with ASX Listing Rule 7.7.1(b), GPT wishes to advise you that it will not be extending the Retail Entitlement Offer to you and you will not be able to subscribe for New Securities under the Retail Entitlement Offer. Securityholders who are eligible to participate in the Retail Entitlement Offer (“Eligible Retail Securityholders”) are securityholders who:
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a) are registered as a holder of Securities as at 7.00pm (AEST) on the Record Date;
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b) have a registered address in Australia or New Zealand;
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c) where they have a registered address in New Zealand, continue to be a registered holder of Securities as at 9:00am on Monday 18 May 2009 (the time of the Retail Entitlement Offer);
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d) are not in the United States and are not “U.S. persons” (as defined under Regulation S under the United States Securities Act of 1933, as amended) (“U.S. Persons”) and are not acting for the account or benefit of U.S. Persons;
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e) were not an institutional securityholder eligible to participate under the Institutional Entitlement Offer (or an ineligible institutional securityholder); and
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f) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.
Notwithstanding the above, GPT may (at its absolute discretion) extend the Retail Entitlement Offer to any institutional securityholders who were not able to participate in the Institutional Entitlement Offer (subject to compliance with applicable laws).
Unfortunately, as you do not satisfy the eligibility criteria for an Eligible Retail Securityholder stated above, you will not be sent the Retail Entitlement Offer Booklet relating to the Retail Entitlement Offer or be able to subscribe for New Securities under the Retail Entitlement Offer.
As the Retail Entitlement Offer is non-renounceable, you will not receive any payment or value for entitlements in respect of any New Securities that would have been offered to you if you were eligible.
This notice is to inform you about the Retail Entitlement Offer. This letter is not an offer to issue New Securities to you, nor an invitation for you to apply for New Securities. You are not required to do anything in response to this letter.
If you have any questions in relation to any of the above matters, please contact The GPT Group Offer Information Line on 1800 190 082 (within Australia) or +61 2 8280 7196 (from outside Australia) from 8.30am to 5.00pm (AEST) Monday to Friday.
On behalf of the Board and management of The GPT Group, thank you for your continued interest in GPT.
Yours sincerely
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James Coyne Company Secretary The GPT Group
This notice does 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 US Person. No action has been or will be taken to register, qualify or otherwise permit a public offering of the Entitlements or the New Securities in any jurisdiction outside Australia and New Zealand. In particular, neither the Entitlements nor the New Securities have been, or will be, registered under the U.S. Securities Act of 1933 as amended (“Securities Act”) or the securities laws of any states or other jurisdiction of the United States. Accordingly, the Entitlements may not be taken up by, and the New Securities may not be offered or sold to, persons in the United States or persons who are, or are acting for the account or benefit of, US Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.
Note: The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Before acting on the information, you should consider the appropriateness of the information, having regard to your objectives, taxation position, financial situation or needs.
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