DEXUS Property Group (ASX: DXS) (“DEXUS”) announced today that
DEXUS Funds Management Limited (ABN 24 060 920 783), in its
capacity as responsible entity of DEXUS Diversified Trust (the
“Company”), has commenced a cash tender offer to purchase (the
“Offer”) up to US$100,000,000 maximum aggregate principal amount,
which may be increased in the sole discretion of the Company, of
the outstanding 7.125% Guaranteed Senior Notes due 2014 (the
“Notes”) of the Company and DEXUS Funds Management Limited, in its
capacity as responsible entity of DEXUS Office Trust. The terms and
conditions of the Offer are set forth in an Offer to Purchase dated
today (the “Offer to Purchase”) and a related Letter of
Transmittal, which are being sent to holders of the Notes.
The following table sets forth certain terms of the Offer:
CUSIP Numbers
Title of Security
Principal Amount Outstanding
Reference U.S. Treasury
Security
Bloomberg Reference Page (1)
Fixed Spread (Basis points)
Early Tender Payment(2)
252391AA5 and Q3200PAA6
7.125% Guaranteed Senior Notes due
2014
US$300,000,000
0.25% U.S. Treasury Note due April 30,
2014
PX4 180 $30
(1)
The applicable page on Bloomberg from
which the Dealer Manager (as described below) will quote the bid
side price of the Reference U.S. Treasury Security.
(2)
Per US$1,000 principal amount of Notes
validly tendered before the Early Tender Deadline, not validly
withdrawn and accepted for purchase.
The Offer will expire at 11:59 p.m., New York City Time, on June
12, 2012 unless extended or earlier terminated (such time and date,
as the same may be extended, the “Expiration Date”). Holders of
Notes must tender their Notes on or before 5:00 p.m., New York City
time, on May 29, 2012, unless extended (such time and date, as the
same may be extended, the “Early Tender Deadline”), in order to be
eligible to receive the Total Consideration (as described below).
Holders of Notes who tender their Notes after the Early Tender
Deadline and on or before the Expiration Date will only be eligible
to receive the “Tender Offer Consideration,” which is equal to the
Total Consideration minus the early tender payment of US$30 per
US$1,000 principal amount of Notes accepted for purchase (the
“Early Tender Payment”).
Notes tendered pursuant to the Offer may be validly withdrawn at
any time on or before 5:00 p.m. New York City time, May 29, 2012
(the “Withdrawal Time”). Any Notes tendered on or before the
Withdrawal Time that are not validly withdrawn before the
Withdrawal Time may not be withdrawn thereafter, and any Notes
tendered after the Withdrawal Time may not be withdrawn, unless in
either case the Company is otherwise required by applicable law to
permit the withdrawal or the Company elects to allow such
withdrawal.
The “Total Consideration” per each US$1,000 principal amount of
Notes validly tendered and accepted for payment pursuant to the
Offer will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread specified in the table
above over the yield based on the bid side price of the U.S.
Treasury Security specified in the table above, as calculated by
Deutsche Bank Securities Inc. at 10:30 a.m., New York City time, on
May 30, 2012. The Early Tender Payment is included in the
calculation of the Total Consideration and is not in addition to
the Total Consideration. Tendering holders will also receive
accrued and unpaid interest on their Notes up to, but excluding,
the date of payment of the consideration for Notes accepted for
purchase. Subject to the terms and conditions of the Offer, the
date of payment will follow promptly after the Expiration Date.
The Offer is not conditioned upon any minimum amount of Notes
being tendered, but is subject to a number of other terms and
conditions, including the receipt by DEXUS of sufficient net
proceeds from the sale of its United States central portfolio to
affiliates of Blackstone Real Estate Partners VII for a sale price
of US$770,000,000, as publicly announced by DEXUS on April 16,
2012. The transaction is expected to close mid-June, 2012, subject
to closing conditions as set forth in the related sale agreement.
Notes accepted for purchase in accordance with the terms and
conditions set forth in the Offer to Purchase may be subject to
proration so that the Company will only accept for purchase Notes
up to a maximum aggregate principal amount of US$100,000,000.
The Company’s obligations to accept any Notes tendered and to
pay the applicable consideration for them are set forth solely in
the Offer to Purchase and the related Letter of Transmittal. This
press release is neither an offer to purchase nor a solicitation of
an offer to sell any Notes. The Offer is made only by, and pursuant
to the terms of, the Offer to Purchase, and the information in this
press release is qualified by reference to the Offer to Purchase
and the related Letter of Transmittal. Subject to applicable law,
the Company may amend, extend, waive conditions to or terminate the
Offer.
Deutsche Bank Securities Inc. is the Dealer Manager for the
Offer. Persons with questions regarding the Offer should contact
Deutsche Bank Securities Inc. at 1-212-250-7527 (collect) or
1-855-287-1922 (toll-free) (Attention: Liability Management Group).
Requests for copies of the Offer to Purchase, the related Letter of
Transmittal and other related materials should be directed to
Global Bondholder Services Corporation, the Information Agent and
Depositary for the Offer, at (212) 430-3774 (for banks and brokers
only) or (866) 873-7700 (for all others and toll-free).
Certain statements contained in this press release include
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and which are subject to
certain risks, trends and uncertainties. In particular, statements
made that are not historical facts may be forward-looking
statements. Words such as “should,” “may,” “will,” “anticipates,”
“expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
and similar expressions identify forward-looking statements. Such
statements are not guarantees of future performance and are subject
to risks and uncertainties that could cause actual results to
differ materially from the results projected, expressed or implied
by these forward-looking statements. Factors that could cause or
contribute to such differences include those matters disclosed in
the Offer to Purchase. The Company does not undertake any
obligation to update any forward-looking statements.
About DEXUS
DEXUS is one of Australia’s leading property groups specialising
in world-class office, industrial and retail properties with total
assets under management of $14bn. In Australia, DEXUS is the market
leader in office and industrial and, on behalf of third party
clients, a leading manager and developer of shopping centres. DEXUS
is committed to being a market leader in Corporate Responsibility
and Sustainability. www.dexus.com (The information on the
Group’s website is not part of this release.)
DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as
Responsible Entity for DEXUS Property Group (ASX: DXS)
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