DGAP-Ad-hoc: Dexus Finance Pty Limited / Key word(s): Acquisition/Merger
Dexus Finance Pty Limited: Update in relation to the merger of DWPF with AMP Capital Diversified Property Fund
27-Apr-2021 / 08:04 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Dexus (ASX: DXS)
ASX release
27 April 2021
Update in relation to the merger of DWPF with AMP Capital Diversified Property Fund
Dexus provides an update in relation to the merger of Dexus Wholesale Property Fund ("DWPF" or "the Fund") with AMP
Capital Diversified Property Fund ("ADPF") following the Unitholder meetings that were held today to vote on the merger
proposal.
This follows Dexus and DWPF entering into an Implementation Agreement with the Independent Board Committee of ADPF on
behalf of the Responsible Entity of ADPF ("ADPF RE"), which was announced to the Australian Securities Exchange on 16
March 2021 following discussions with the ADPF RE and engagement with ADPF Unitholders over a six-month period.
Unitholders in both DWPF and ADPF have approved the merger, establishing the pathway to create an enhanced investment
proposition for both sets of unitholders.
ADPF is currently a circa USD5.4 billion^[1] high-quality diversified property fund that invests in the office, retail
and industrial sectors. The overall sector allocation and portfolio quality is comparable to the DWPF portfolio.
The portfolio includes investments in assets such as Quay Quarter Tower, Sydney (50% interest) which is currently under
construction, 309-321 Kent Street, Sydney (50% interest, with remaining 50% co-owned by Dexus), Westfield Booragoon
Shopping Centre, Perth (50% interest) and Westfield Warringah Mall, Brookvale, Sydney (25% interest) along with a
diversified portfolio of industrial assets.
ADPF also includes minority investments in two other AMP Capital managed wholesale funds, the AMP Capital Wholesale
Office Fund ("AWOF") and the AMP Capital Shopping Centre Fund ("ASCF").
ADPF is presently subject to a meaningful volume of redemption requests from existing ADPF Unitholders. Dexus expects
to satisfy the ADPF Unitholder redemption requests on a pro rata basis over an approximate 18-month period through the
divestment of a number of assets.
Strategic rationale for Dexus
Darren Steinberg, Dexus CEO said: "We are pleased that both sets of Unitholders have signalled their confidence in our
abilities through their support of the merger proposal and welcome the ADPF unitholders onto our platform. We will
continue to execute on the Fund's investment strategy as we integrate the ADPF assets to drive performance and deliver
further economies of scale from a management, procurement and leasing perspective.
The merger will expand Dexus's funds management business, further diversifying DWPF's portfolio and investor base while
solidifying the Fund's position as a globally significant diversified real estate wholesale fund.
Dexus contribution
In support of the merger Dexus has agreed to contribute funding to facilitate liquidity for ADPF investors and protect
DWPF from value dilution resulting from transaction costs. Specifically, these funding contributions comprise:
. circa USD400 million of upfront liquidity to redeeming ADPF Unitholders. This liquidity will be provided via the
acquisition of existing ADPF assets and is expected to be subject to pre-emptive rights held by existing investors
in the underlying assets and approvals. Should this approval not be secured Dexus will seek alternative methods of
providing the liquidity.
. circa USD50 million of transaction costs for both ADPF and DWPF. The coverage of ADPF transaction costs is subject to
previous agreement between Dexus and the ADPF RE.
The merger will be accretive to Dexus's Adjusted Funds from Operations (AFFO) and Net Asset Value (NAV) in FY22. In
addition, the merger will provide the opportunity to generate further upside through the active management, leasing and
development of ADPF assets.
Next steps
Dexus and DWPF have developed a transaction structure that addresses the needs of ADPF Unitholders seeking to redeem
while maintaining the strength and liquidity of DWPF. The proposed next steps include:
. The responsible entity of DWPF will replace the ADPF RE on 28 April 2021^[2]
. DWPF and ADPF agree to combine via Stapling following an approximate 18-month period whereby Dexus will seek to
sell-down a list of identified ADPF assets (Identified Assets) to meet all existing ADPF redemption requests
(Redemption Window)
. The amount of ADPF investor redemptions to be met during the Redemption Window is fixed at approximately USD2
billion. The Redemption Window has been established to provide time to cleanse the ADPF Unitholder redemption queue
prior to the stapling with DWPF
. Where practical, Dexus will be appointed as investment manager and, to the extent practical, as property manager
Authorised by Brett Cameron, General Counsel and Company Secretary of Dexus Funds Management Limited.
For further information please contact:
Investors Media
Rowena Causley Louise Murray
Senior Manager, Investor Relations Senior Manager, Corporate Communications
+61 2 9017 1390 +61 2 9017 1446
+61 416 122 383 +61 403 260 754
rowena.causley@dexus.com louise.murray@dexus.com ^[1] Gross asset value as at 31 March 2021 pro forma for the sales of 140 St Georges Tce, Perth (exchanged) and 68 Waterloo Rd, Macquarie Park (settled).
^[2] DWPL becomes the RE of ADPF on the date which ASIC updates its records. As such, this date is indicative only. ----------------------------------------------------------------------------------------------------------------------- Information and Explanation of the Issuer to this News:
About Dexus
Dexus is one of Australia's leading real estate groups, proudly managing a high-quality Australian property portfolio valued at USD32.1 billion. We believe that the strength and quality of our relationships will always be central to our success and are deeply committed to working with our customers to provide spaces that engage and inspire. We invest only in Australia, and directly own USD16.5 billion of office and industrial properties. We manage a further USD15.6 billion of office, retail, industrial and healthcare properties for third party clients. The group's USD11.4 billion development pipeline provides the opportunity to grow both portfolios and enhance future returns. With 1.6 million square metres of office workspace across 51 properties, we are Australia's preferred office partner. Dexus is a Top 50 entity by market capitalisation listed on the Australian Securities Exchange (trading code: DXS) and is supported by more than 29,000 investors from 24 countries. With 36 years of expertise in property investment, development and asset management, we have a proven track record in capital and risk management, providing service excellence to tenants and delivering superior risk-adjusted returns for investors. www.dexus.com
Dexus Funds Management Ltd ABN 24 060 920 783, AFSL 238163, as Responsible Entity for Dexus (ASX: DXS) Level 25, 264 George Street, Sydney NSW 2000
About Dexus Wholesale Property Fund Dexus Wholesale Property Fund (DWPF) is an open-ended unlisted property fund with a USD10.1 billion diversified portfolio of high quality retail, office and industrial properties located in key locations across Australia. DWPF has a Standard & Poor's A (Stable) rating and is supported by 65 Australian and international wholesale investors. DWPF has outperformed its benchmark, the MSCI/Mercer Australia Core Wholesale Monthly Property Fund Index over the past one, three, five and seven-year periods. DWPF is managed by Dexus, one of Australia's leading real estate groups with USD32.1 billion of assets under management. www.dexus.com
Dexus Wholesale Property Limited ABN 47 006 036 442, AFSL 238166, as Responsible Entity for Dexus Wholesale Property Fund. -----------------------------------------------------------------------------------------------------------------------
27-Apr-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de -----------------------------------------------------------------------------------------------------------------------
Language: English
Company: Dexus Finance Pty Limited
264 George Street
2193 Sydney
Australia
Phone: +61 2 9017 1100
Fax: +61 2 9017 1101
E-mail: ir@dexus.com
Internet: www.dexus.com
ISIN: XS1961891220
WKN: A2RZHG
Listed: Regulated Unofficial Market in Frankfurt
EQS News ID: 1188419
End of Announcement DGAP News Service
=------------ 1188419 27-Apr-2021 CET/CEST
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April 27, 2021 02:05 ET (06:05 GMT)
