DXS Dexus

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 increased the maximum aggregate principal amount 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, that it is offering to purchase pursuant to its previously announced cash tender offer (the “Offer”) from US$100,000,000 to US$175,455,000. Except as amended by this media release, all other terms and conditions of the Offer as set forth in the Company’s Offer to Purchase, dated 15 May 2012 (the “Offer to Purchase”), and the related Letter of Transmittal remain unchanged.

DEXUS also announced the preliminary results of the Offer. As of 5:00 p.m., New York City time, on 29 May 2012 (the “Early Tender Deadline”), US$175,455,000 aggregate principal amount of Notes, representing approximately 58.49% of the aggregate principal amount of the Notes currently outstanding, have been validly tendered and not validly withdrawn, according to information received by Global Bondholder Services Corporation, the Information Agent and Depositary for the Offer. The Offer will expire at 11:59 p.m., New York City Time, on 12 June 2012 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”).

The following table sets forth certain unchanged terms of the Offer:

CUSIPNumbers

   

Title ofSecurity

   

PrincipalAmountOutstanding

   

ReferenceU.S. TreasurySecurity

   

BloombergReference Page(1)

   

Fixed Spread(Basis points)

   

Early TenderPayment(2)

252391AA5andQ3200PAA6

7.125% GuaranteedSenior Notes due 2014

US$300,000,000

0.25% U.S. Treasury Notedue April 30, 2014

PX4 180 US$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   (2) Per US$1,000 principal amount of Notes validly tendered before the Early Tender Deadline, not validly withdrawn and accepted for purchase.

Holders of Notes who validly tendered and did not validly withdraw their Notes on or before the Early Tender Deadline and whose Notes are accepted for purchase will 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 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”).

Previously tendered Notes may not be validly withdrawn after the “Withdrawal Time,” which expired at 5:00 p.m. New York City time, 29 May 2012, and any Notes tendered after the Withdrawal Time may not be validly 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.

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$175,455,000.

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 30 May 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 16 April 2012. The transaction is expected to close mid-June 2012, subject to closing conditions as set forth in the related sale agreement.

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 media release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. Except as amended by this media release with respect to the maximum aggregate principal amount of Notes that will be accepted for purchase, the Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this media 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 media 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)