Dexus (ASX: DXS)
ASX release
Pre-Quotation Disclosure
1 July 2021
The following information is required to be provided to ASX Limited ("ASX") for release to the market in connection with the admission to the official list and official quotation on a deferred settlement trading basis of the fully paid ordinary units in Dexus Property Trust (ARSN 648 526 470) ("DPT"), which will be stapled to the existing fully paid ordinary units in Dexus Operations Trust
(ARSN 110 521 223) ("DXO") to form a dual stapled security ("Stapled Securities").
Capitalised terms which have not been otherwise defined in this document have the meaning given to them in the explanatory memorandum lodged by Dexus Funds Management Limited
(ABN 24 060 920 783) ("Responsible Entity") as responsible entity of Dexus Diversified Trust ("DDF"), Dexus Industrial Trust ("DIT"), Dexus Office Trust ("DOT") and DXO with the Australian Securities and Investments Commission on 23 March 2021 ("EM").
1. Status of conditions precedent under the EM
Further to the Responsible Entity's announcement on 22 June 2021, the conditions precedent to the Simplification have been satisfied (other than the approval of ASX for the quotation of the Stapled Securities) and the Simplification will occur on Tuesday, 6 July 2021.
2. Nature of stapled listing
ASX reserves the right (but without limiting its absolute discretion) to remove any or both of DPT or DXO from the official list if any of their ordinary securities cease to be stapled together, or any equity securities are issued by DPT or DXO which are not stapled to equivalent securities in the other entity.
3. Compliance with continuous disclosure obligations
Dexus confirms that it is in compliance with ASX Listing Rule 3.1 at the time of DPT being admitted to the official list of ASX.
4. Attachments
Attached to the announcement are the following:
- Appendix 1A, Information Form and Checklist and Annexure V (Stapled Entities) in respect of DPT
- DPT's constitution
- DXO's amended constitution
- Dexus' trading policy
- Corporate Governance Statement of DPT and DXO which has been adopted by the board of the Responsible Entity
- an indicative statement setting out the names of the 20 largest holders of Stapled Securities, including the number and percentage held by those holders and
- an indicative distribution schedule of the number of holders of Stapled Securities, setting out the number of holdings as set out in the Appendix 1A and Information Form and Checklist
5. Simplification timetable
Event | Date | ||
Last day of trading in existing Dexus Stapled Securities on the | Wednesday, 30 June 2021 | ||
ASX. | |||
Admission of units in DPT to official list of the ASX (to trade as | Thursday, 1 July 2021 | ||
part of the New Stapled Securities). | |||
New Stapled Securities commence trading on the ASX (on a | |||
deferred settlement basis). | |||
Stapling Record Date | Friday, 2 July 2021 | ||
Last day for registration of transfers of existing Dexus Stapled | |||
Securities. | |||
Any existing Dexus Stapled Securities held by Ineligible Foreign | Monday, 5 July 2021 | ||
Security holders transferred to the sale nominee. | |||
Implementation Date | Tuesday, 6 July 2021 | ||
- DPT units received by Security holders | |||
- Units in DDF, DIT and DOT transferred to DPT | |||
- Stapling of units in DXO and units in DPT to form New | |||
Stapled Securities | |||
- Despatch of holding statements of New Stapled Securities | |||
New Stapled Securities commence trading on the ASX (on a | Wednesday, 7 July 2021 | ||
normal settlement basis (T+2)). | |||
DDF, DIT and DOT to be removed from official list of the ASX on | Thursday, 8 July 2021 | ||
this day or a subsequent day. | |||
Authorised by the Board 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 |
About Dexus
Dexus is one of Australia's leading real estate groups, managing a high-quality Australian property portfolio valued at $36.5 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 $15.5 billion of office, industrial and healthcare properties. We manage a further $21.0 billion of office, retail, industrial and healthcare properties for third party clients. The group's $11.5 billion development pipeline provides the opportunity to grow both portfolios and enhance future returns. 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
dexus.com | 2 |
Rule 1.7
Appendix 1A
Application for Admission to the ASX Official List
(ASX Listing)
Name of entity1
Dexus Funds Management Limited (ABN 24 060 920 783) in its capacity as responsible entity of the Dexus Property Trust
ABN/ARBN | Date of this form | |
ARSN 648 526 470 | 29 March 2021 | |
We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for +quotation of the following +securities (or such other number of +securities as we may notify to ASX prior to the commencement of +quotation):
Number | +Class (quoted only) | |
Estimated maximum number | 1,075,565,246 | Ordinary |
and +class of +securities to be | ||
quoted on ASX at the | ||
commencement of quotation on | ||
ASX |
By giving this form to ASX, we agree to the matters set out in Appendix 1A of the ASX Listing Rules.
Notes:
- If the entity seeking admission is a trust, the application should be in the form "[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]".
- An entity seeking admission to the official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website.
ASX Listing Rules Appendix 1A (01/12/19) | Page 1 |
+ See chapter 19 of the ASX Listing Rules for defined terms. |
Information Form and Checklist
(ASX Listing) | |||
Name of entity | ABN/ACN/ARBN/ARSN | ||
Dexus Property Trust ("DPT") | ARSN 648 526 470 | ||
We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing.
Note: by giving an Appendix 1A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1A of the ASX Listing Rules).
The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above.
Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules.
Part 1 - Key Information
Instructions: please complete each applicable item below. If an item is not applicable, please mark it as "N/A".
All entities - corporate details1
Type of Australian registration | ARSN 648 526 470 |
number given above (eg ABN, ACN, | |
ARSN or ARBN) | |
Legal entity identifier, if applicable | N/A |
Place of incorporation or | The governing law of the trust deed is New South Wales |
establishment | |
Date of incorporation or | The trust deed for DPT was signed on 8 March 2021 and DPT was registered as |
establishment | a Managed Investment Scheme in Australia on 19 March 2021 |
Legislation under which incorporated | Corporations Act 2001 (Cth) |
or established | |
Address of registered office in place | Australia Square, Level 25, 264-278 George Street, Sydney NSW |
of incorporation or establishment | |
Main business activity | Together with Dexus Operations Trust ("DXO"), DPT will form a stapled group |
that will continue Dexus's (ASX: DSX) business of managing, developing and | |
transacting high-quality portfolio properties located in Australia. | |
Country where main business activity | Australia |
is mostly carried on | |
Other exchanges on which the entity | N/A |
is listed | |
1 If the entity applying for admission to the official list is a stapled group, please provide these details for each entity comprising the stapled group.
ASX Listing Information Form and Checklist (01/12/19) | Page 1 |
Street address of principal | Australia Square, Level 25, 264-278 George St, Sydney NSW 2000 | |
administrative office | ||
Postal address of principal | Australia Square, Level 25, 264-278 George St, Sydney NSW 2000 | |
administrative office | ||
Telephone number of principal | +61 2 9017 1100 | |
administrative office | ||
E-mail address for investor enquiries | ir@dexus.com | |
Website URL | https://www.dexus.com/ | |
All entities - board and senior management details2 | ||
Full name and title of chairperson of | Wallace Richard Sheppard, Chair and Independent Non-Executive Director | |
directors | ||
Full names of all existing directors | Penelope Bingham-Hall, Independent Non-Executive Director | |
Tonianne Dwyer, Independent Non-Executive Director | ||
Darren Joseph Steinberg, Chief Executive Officer and Executive Director | ||
Mark Henry Ford, Independent Non-Executive Director | ||
Nicola Louise Roxon, Independent Non-Executive Director | ||
Wallace Richard Sheppard, Chair and Independent Non-Executive Director | ||
Patrick Newton James Allaway, Independent Non-Executive Director Warwick | ||
Martin Negus, Independent Non-Executive Director | ||
Full names of any persons proposed | N/A | |
to be appointed as additional or | ||
replacement directors | ||
Full name and title of CEO/managing | Darren Steinberg, Chief Executive Officer and Executive Director | |
director | ||
Email address of CEO/managing | Darren.Steinberg@dexus.com | |
director | ||
Full name and title of CFO | Alison Harrop, Chief Financial Officer | |
Email address of CFO | Alison.Harrop@dexus.com | |
Full name and title of company | Brett Cameron, General Counsel and Company Secretary | |
secretary | Scott Mahony, Company Secretary | |
Email address of company secretary | Brett.Cameron@dexus.com | |
Scott.Mahony@dexus.com | ||
All entities - ASX compliance contact details3 | ||
Full name and title of ASX contact(s) | Brett Cameron | |
2
3
If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust.
Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for commun ication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available .
ASX Listing Information Form and Checklist (01/12/19) | Page 2 |
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DEXUS Property Group published this content on 01 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 July 2021 03:01:29 UTC.