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 extended the expiration date of its previously announced cash tender offer (the “Offer”) to purchase up to US$175,455,000 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. The Offer, which was to expire at 11:59 p.m., New York City Time, on 12 June 2012, will now be extended to 9:00 a.m., New York City Time, on 22 June 2012, unless further extended or earlier terminated (such time and date, as the same may be further extended, the “Expiration Date”).

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 (as amended, the “Offer to Purchase”), the related Letter of Transmittal and the DEXUS media releases dated 30 May 2012 remain unchanged.

As of 5:00 p.m., New York City time, on 8 June 2012, US$ 175,455,000 aggregate principal amount of Notes, representing approximately 58.5% of the aggregate principal amount of the Notes currently outstanding, have been validly tendered and not validly withdrawn, according to information received by Global Bondholder Services Corporation, the Information Agent and Depositary for the Offer.

Holders of Notes who validly tendered and did not validly withdraw their Notes on or before 5:00 p.m., New York City time, on 29 May 2012 (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Previously tendered Notes may not be validly withdrawn after the “Withdrawal Time,” which expired at 5:00 p.m. New York City time, 29 May 2012, and any Notes tendered after the Withdrawal Time may not be validly withdrawn, unless in either case the Company is otherwise required by applicable law to permit the withdrawal or the Company elects to allow such withdrawal.

The “Total Consideration” per each US$1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offer was calculated by Deutsche Bank Securities Inc., the Dealer Manager for the Offer, at 10:30 a.m., New York City time, on 30 May 2012, in the manner described in the Offer to Purchase by reference to a fixed spread over the reference yield, each as specified in the table below, and assuming that the Payment Date (as defined below) was to have occurred on 13 June 2012. The Company currently anticipates that the Payment Date will be on 25 June 2012. Using this new assumed Payment Date, the Total Consideration and Tender Offer Consideration have been recalculated by the Dealer Manager. Recalculated amounts appear in the table below. 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 (the “Payment Date”). Subject to the terms and conditions of the Offer, the Payment Date will follow promptly after the Expiration Date.

CUSIPNumbers

 

Title of Security

 

PrincipalAmountOutstanding

 

ReferenceU.S.TreasurySecurity

 

ReferenceYield

 

FixedSpread(Basis

points)

 

RecalculatedTotalConsiderationper US$1,000PrincipalAmount(1)

 

RecalculatedTender OfferConsiderationper US$1,000PrincipalAmount

252391AA5andQ3200PAA6

 

7.125%GuaranteedSenior Notesdue 2014

  US$300,000,000  

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

  0.279%   180   US$1112.98   US$1082.98   (1)   Total Consideration per US$1,000 principal amount of Notes accepted for purchase includes the Early Tender Payment of US$30 per US$1,000 principal amount of Notes accepted for purchase.

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 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 to late 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 Expiration Date, 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 DEXUSDEXUS 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)