DEXUS DEXUS Funds Management Limited ("DXFM" or "DEXUS RE"), the responsible entity of DEXUS Property Group ("DEXUS"), refers to the Takeovers Panel ("Panel") declaration of unacceptable circumstances in relation to the affairs of Investa Office Fund ("IOF").
The Panel‟s declaration is in response to an application to the Panel made by DEXUS RE on 21 March 2016. This declaration, together with the Panel‟s Decision (in its media release of 8 April 2016) and the orders made are attached.
Orders made by the PanelThe Panel found that the document issued by Investa Office Management Holdings ("IOMH"), the holding company of the manager of IOF (Investa Office Management), on 14 March 2016 (the "IOMH Document") is misleading or confusing for, or has the potential to mislead or confuse, IOF Unitholders in circumstances where it is not sufficiently clear that IOMH has an interest in the proposal not succeeding. The Panel considered that the IOMH Document did not disclose readily and reasonably the interests that IOMH had when advocating against the DEXUS Proposal and recommending the "No" vote.
In summary, the Panel ordered that IOMH make further disclosure which makes clear:
the role of the manager;
the fees payable to it under the current arrangements; and
the relevant effect of a Share Sale Agreement (under which a Morgan Stanley entity sold the Investa Office Management Platform, including the manager, to Investa Commercial Property Fund) if the DEXUS Proposal should succeed or fail.
A copy of the corrective disclosure issued by IOMH as ordered by the Panel is attached. IOF Unitholders are encouraged to read that disclosure.
The Panel also considered that the proxy form attached to the IOMH Document was likely to mislead or confuse IOF Unitholders and ordered that IOMH inform IOF Unitholders that the proxy form was from IOMH and was not issued by Investa Listed Fund Management Limited as responsible entity of Investa Office Fund ("IOF RE") or the Independent Directors (the "Independent Board Committee" or "IBC") of the IOF RE.
Further, the Panel determined that neither of IOMH‟s notice of ceasing to be a substantial holder in IOF dated 8 March 2016 nor the one dated 23 March 2016 complied with section 671B of the Corporations Act 2001. The Panel has ordered that IOMH lodge an amended notice of ceasing to a substantial holder in IOF, attaching an unredacted copy of the Platform Sale Agreement, together with a covering letter explaining that it is an amended notice.
Meeting of IOF Unitholders on 15 April 2016DEXUS is pleased to note the Panel‟s decision in relation to the misleading and confusing IOMH Document. The Panel‟s declaration of unacceptable circumstances in relation to the matters described above vindicates the action taken by DEXUS. We note the Panel decided not to interfere with the voting rights attached to IOF units with regard to the Morgan Stanley Real Estate Investing entities.
DEXUS RE encourages all IOF Unitholders to express their opinion on the DEXUS Proposal at the forthcoming meeting of IOF Unitholders at 10.00am, Friday 15 April, 2016.
IOF Unitholders on the IOF Register as at 7.00pm (Sydney time), Wednesday 13 April 2016, will be entitled to attend and vote at the Meeting (subject to any applicable voting exclusions). Completed proxy forms must be received by the IOF Registry no later than 10.00am on Wednesday 13 April 2016.
If you submitted the proxy form provided by IOMH and feel misled and wish to change your vote, you can do so by lodging a new proxy form (online, by mail, by fax or by hand) or by attending the voting at the meeting in person on 15 April 2016. If you need a new proxy form or any assistance with lodging your proxy form, please contact the IOF Registry on 1300 308 902 (or from overseas on +61 2 9098 9228).
Recommendation of the Independent Directors of IOF REDEXUS notes the Independent Directors of IOF RE continue to unanimously recommend that you vote in favour of the Proposed Resolutions at the Meeting, in the absence of a Superior Proposal.
For further information please contact: | |||
Investor relations | Media relations | ||
David Yates | T: +61 2 9017 1424 M: +61 418 861 047 E: david.yates@dexus.com | Martin Debelle Citadel- MAGNUS | T: +61 2 8234 0102 M:+61 409 911 189 E: mdebelle@citadelmagnus.com |
DEXUS Property Group is one of Australia‟s leading real estate groups, investing directly in high quality Australian office and industrial properties. With $21.1 billion of assets under management, the Group also actively manages office, industrial and retail properties located in key Australian markets on behalf of third party capital partners. The Group manages an office portfolio of 1.8 million square metres located predominantly across Sydney, Melbourne, Brisbane and Perth and is the largest owner of office buildings in the Sydney CBD, Australia‟s largest office market. DEXUS is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange under the stock market trading code "DXS‟ and is supported by more than 32,000 investors from 21 countries. With 30 years of expertise in property investment, development and asset management, the Group has a proven track record in capital and risk management, providing service excellence to customers and delivering superior risk-adjusted returns for its investors. www.dexus.com
Download the DEXUS IR app to your preferred mobile device to gain instant access to the latest stock price, ASX Announcements, presentations, reports, webcasts and more.
2
DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for DEXUS Property Group (ASX: DXS)
The Panel has made a declaration of unacceptable circumstances (Annexure A) and final orders (Annexure B) on an application dated 21 March 2016 in relation to the affairs of Investa Office Fund (IOF).1
The application, by the responsible entity for DEXUS Property Group, arose out of the DEXUS proposal by trust scheme to acquire all the units in IOF.
The application concerned issues of conflict management by the manager of IOF, voting by Morgan Stanley of units in IOF, disclosure deficiencies in a document (the IOMH Document) issued by the holding company of the manager (Investa Office Management Holdings Pty Ltd - IOMH),2 and incomplete substantial holder disclosure (see TP16/17).
The Panel was satisfied that, by reason of the issue of the IOMH Document, the acquisition of control over voting interests in IOF was not taking place in an efficient, competitive and informed market and IOF unit holders were not given enough information to enable them to assess the merits of the proposal. The Panel was also satisfied that the substantial holder notices lodged by IOMH contravened section 671B. 3 Accordingly it made a declaration and orders.
The Panel considered that the IOMH Document did not disclose readily and reasonably the interests that the manager had when advocating the position adopted.
The Panel ordered that further disclosure be published on www.investaforiof.com.au, and sent to unit holders by express post and email (if available), making clear the role of the manager, the fees payable to it under the current arrangements, and the relevant effect of a Share Sale Agreement (under which a Morgan Stanley entity sold the "platform", including the manager, to
1 Comprising Armstong Jones Office Fund and Prime Credit Property Trust, with Investa Listed Funds Management Limited as responsible entity and Investa Office Management Pty Ltd as manager
2 The IOMH Document recommended that unit holders vote against the proposal. The independent board committee of the IOF responsible entity recommended that unit holders vote in favour of the proposal
3 References are to the Corporations Act 2001 (Cth) unless otherwise indicated
Investa Commercial Property Fund) if the DEXUS proposal should succeed or fail. The Panel also made orders that IOMH must ensure that the proxy form attached to the IOMH document is no longer available (including website removal) and IOF releases the supplementary disclosure on ASX.
Additionally, the Panel considered that the proxy form attached to the IOMH Document, although valid, was likely to mislead or confuse IOF unit holders, given its similarity to the proxy form issued by IOF's responsible entity, and ordered that IOMH inform unit holders that the proxy form was from IOMH, and provide further information to assist unit holders who submitted the form and may feel misled on how to change their vote.
The Panel also found that IOMH's notice of ceasing to be a substantial holder of 8 March 2016, and its amended notice of 23 March 2016, did not comply with s671B in that the original notice was not accompanied by a document that contributed to the notice (namely a Share Sale Agreement), and the amended notice was accompanied by a redacted version of a Share Sale Agreement. The Panel ordered IOMH to lodge an amended notice of ceasing to be a substantial holder4 accompanied by an unredacted version of the Share Sale Agreement.
As to the submission in the application that Morgan Stanley should not be allowed to vote, the Panel was not satisfied that a sufficient basis had been established for it to interfere with the voting rights attaching to units in IOF in which Morgan Stanley has a relevant interest.
During consideration of the application by the Panel, concern was raised about whether other statements in the IOMH Document were misleading, in particular statements about the value of the proposal compared to the value of IOF. The Panel was not satisfied that these concerns properly formed part of the application, and indicated that they could be the subject of a fresh application or clarifying disclosure by a party if it wished.
Allan Bulman
Director, Takeovers Panel Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
allan.bulman@takeovers.gov.au
4 together with a covering letter explaining that it is an amended notice
DEXUS Property Group issued this content on 11 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 11 April 2016 01:42:03 UTC
Original Document: http://www.dexus.com/upload/asxannouncements/2016 04 11 IOF Panel declaration, orders and IOMH corrective disclosure.pdf
