6c521f08-d01d-4f4a-b64d-f1af753f35eb.pdf


DEXUS Property Group (ASX: DXS)

ASX release


18 December 2015


DEXUS and IOF enter into Implementation Agreement presentation


DEXUS Funds Management Limited, the responsible entity of DEXUS Property Group (DEXUS) refers to its announcement released to the ASX today concerning DEXUS and IOF entering into an Implementation Agreement and provides the attached presentation.


A conference call for investors and analysts will also be held at 10:00am (AEST) today.


Participant dial in numbers: + 612 8038 5221 or toll free 1800 123 296

Conference ID: 1170 1037


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

Note

Australian Dollars (AUD) have been used as the reference currency for this release.

This announcement contains certain "forward-looking statements" with respect to the financial condition, results of operations and business of DEXUS, IOF and the combined entity and certain plans, strategies and objectives of the management of DEXUS, IOF and the combined entity, within the meaning of securities laws of applicable jurisdictions. The words "expect", "should", "could", "may", "predict", "outlook", "foresee", "guidance", "plan", "estimate", "anticipate", "aim", "intend", "believe" and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward- looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, significant uncertainties, assumptions, contingencies and other factors, many of which are beyond the control of DXFM, DEXUS, ILFML and IOF and their respective affiliates, directors, officers, employees, partners, agents and advisers, that may cause actual results or performance of DEXUS, IOF or the combined entity to differ materially from those predicted or implied by any forward-looking statements. Such forward-looking statements speak only as of the date of this announcement. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements and DXFM and / or ILFML assumes no obligation to update such information.

About DEXUS

DEXUS Property Group is one of Australia's leading real estate groups, investing directly in high quality Australian office and industrial properties. With $19.6 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 1.7 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.


DEXUS Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for DEXUS Property Group (ASX: DXS)

DEXUS PROPERTY GROUP

DEXUS Property Group and Investa Office Fund enter into Implementation Agreement

18 December 2015


DEXUS Funds Management Limited ABN 24 060 920 783

ACFoSmLb2in3a8t1io6n3 oafsDrEeXspUoSnPsirbolpeeertnytiGtyrofuorp DaEnXdUInSvPersotpaeOrtfyficGeroFuupnd Slide 1


IMPORTANT NOTICE AND DISCLAIMER


This presentation is issued by DEXUS Funds Management Limited (―DXFM‖) in its capacity as responsible entity of DEXUS Property Group (ASX:DXS) (―DEXUS‖) comprising DEXUS Diversified Trust (―DDF‖), DEXUS Industrial Trust (―DIT‖) DEXUS Office Trust (―DOT‖) and DEXUS Operations Trust (―DXO‖).

This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction.

This presentation is not financial product advice and does not and will not form any part of any contract for the acquisition of DEXUS securities.

Information in this presentation including, without limitation, any forward looking statements or opinions may be subject to change without notice. To the maximum extent permitted by law, DXFM, its affiliates, directors, officers, employees, partners, agents and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence).

The information contained in this presentation should not be considered to be comprehensive or to comprise all the information which a DEXUS Security holder or Investa Office Fund (―IOF‖) Unitholder or potential investor in DEXUS or IOF may require in order to determine whether to deal in DEXUS Securities or IOF Units. This presentation does not take into account the financial situation, investment objectives and particular needs of any particular person.

The repayment and performance of an investment in DEXUS is not guaranteed by DXFM, any of its related bodies corporate or any other person or organisation. An investment in DEXUS is subject to investment risk including possible loss of income and principal invested.

This presentation contains certain ―forward-looking statements‖ with respect to the financial condition, results of operations and business of DEXUS, IOF and the combined entity and certain plans, strategies and objectives of the management of DEXUS, IOF and the combined entity, within the meaning of securities laws of applicable jurisdictions. The words ―expect‖, ―should‖, ―could‖, ―may‖, ―predict‖, ―outlook‖, ―foresee‖, ―guidance‖,

―plan‖, ―estimate‖, ―anticipate‖, ―aim‖, ―intend‖, ―believe‖ and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, significant uncertainties, assumptions, contingencies and other factors, many of which are beyond the control of DXFM, DEXUS, Investa Listed Funds Management Limited (―ILFML‖) and IOF and their respective affiliates, directors, officers, employees, partners, agents and advisers, that may cause actual results or performance of DEXUS, IOF or the combined entity to differ materially from those predicted or implied by any forward-looking statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements and DXFM and / or ILFML assume no obligation to update such information.

The historical information in this presentation is, or is based upon, information that has been released to the market. For further information, please see past announcements released to the ASX including the Annual Results Release for the Financial Year ended 30 June 2015 and September 2015 quarter portfolio update released to the market on 22 October 2015 and December 2015 valuation announcement released to the

market on 11 December 2015. Note, past performance is not a guarantee of future performance.


DEXUS Property Group and Investa Office Fund enter into Implementation Agreement Slide 2


PROPOSAL OVERVIEW


  • DEXUS Property Group (―DEXUS‖) and Investa Office Fund (―IOF‖) (together the ―Combined Entity‖) have entered into an

    Implementation Agreement (―MIA‖) (the ―Proposal‖)

    • Implied equity value of $2.5 billion and enterprise value of $3.5 billion1

  • The Proposal further advances the stated strategic objective of ―Leadership in Office‖, and provides a number of

    enduring benefits for new and existing DEXUS Security holders:

    • Portfolio benefits - the portfolios are highly complementary, retaining a focus on the Sydney and Melbourne CBDs.

      The combination also enhances asset and tenant diversification

    • Synergy benefits - improved flexibility and capacity to unlock development and repositioning potential, increased scope to action portfolio leasing strategies for customers (tenants), improved margins (Management Expense Ratio (―MER‖) to reduce from 41 basis points to sub 35 basis points2). Procurement benefits are also expected to be achieved

    • Efficient transaction reduces value leakage - capital and cost effective transaction that is accretive on a per security basis to Underlying Funds from Operations (―FFO‖)3 and Net Tangible Assets (―NTA‖)4 for both DEXUS Security holders and IOF Unitholders

    • Capital market benefits - increased global relevance for debt and equity investors seeking exposure to Australian office property
  • DEXUS's Board unanimously supports the Proposal and believes it represents a unique and compelling opportunity that creates significant value for DEXUS Security holders and IOF Unitholders

  • The Independent Board Committee (―IBC‖) of IOF unanimously supports the Proposal in the absence of a superior proposal and subject to an Independent Expert concluding that the Proposal is in the best interests of IOF Unitholders


  1. Based on the implied equity value of the Proposal as at 7 December 2015 plus IOF's net debt as at 30 June 2015.

  2. Assumes the Proposal is implemented and DEXUS acquires 100% of the IOF Units.

  3. ―FFO‖ means Funds from Operations and is in line with the Property Council of Australia definition. Underlying FFO excludes trading profits (net of tax). Refer to the

    detailed assumptions on slide 26.

  4. DEXUS's pro forma NTA is based on 30 June 2015 balance sheet adjusted for announced valuations, transactions, development and capital spend and securities bought back. Post implementation of the Proposal NTA is based on DEXUS pro forma NTA and IOF NTA announced on 7 December 2015 adjusted for the impact of the Proposal (purchase price, transaction costs and funding). Refer to the detailed assumptions on slide 27.

DEXUS Property Group and Investa Office Fund enter into Implementation Agreement Slide 3

DEXUS Property Group issued this content on 2015-12-18 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-17 23:01:13 UTC

Original Document: http://www.dexus.com/upload/asxannouncements/2015 12 18 DEXUS and IOF enter into Implementation Agreement presentation.pdf