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 commenced a cash tender offer to purchase (the “Offer”) up to US$100,000,000 maximum aggregate principal amount, which may be increased in the sole discretion of the Company, 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 terms and conditions of the Offer are set forth in an Offer to Purchase dated today (the “Offer to Purchase”) and a related Letter of Transmittal, which are being sent to holders of the Notes.

The following table sets forth certain terms of the Offer:

CUSIP Numbers

Title of Security

Principal Amount Outstanding

Reference U.S. Treasury Security

Bloomberg Reference Page (1)

Fixed Spread (Basis points)

Early Tender Payment(2)

252391AA5 and Q3200PAA6

7.125% Guaranteed Senior Notes due 2014

0.25% U.S. Treasury Note due April 30, 2014

(1)

The applicable page on Bloomberg from which the Dealer Manager (as described below) will quote the bid side price of the Reference U.S. Treasury Security.

(2)

Per US$1,000 principal amount of Notes validly tendered before the Early Tender Deadline, not validly withdrawn and accepted for purchase.

The Offer will expire at 11:59 p.m., New York City Time, on June 12, 2012 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Date”). Holders of Notes must tender their Notes on or before 5:00 p.m., New York City time, on May 29, 2012, unless extended (such time and date, as the same may be extended, the “Early Tender Deadline”), in order to be eligible to 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 only 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”).

Notes tendered pursuant to the Offer may be validly withdrawn at any time on or before 5:00 p.m. New York City time, May 29, 2012 (the “Withdrawal Time”). Any Notes tendered on or before the Withdrawal Time that are not validly withdrawn before the Withdrawal Time may not be withdrawn thereafter, and any Notes tendered after the Withdrawal Time may not be withdrawn, unless in either case the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 will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table above over the yield based on the bid side price of the U.S. Treasury Security specified in the table above, as calculated by Deutsche Bank Securities Inc. at 10:30 a.m., New York City time, on May 30, 2012. 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. Subject to the terms and conditions of the Offer, the date of payment will follow promptly after the Expiration Date.

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 April 16, 2012. The transaction is expected to close mid-June, 2012, subject to closing conditions as set forth in the related sale agreement. 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$100,000,000.

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 press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press 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 press 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 DEXUS

DEXUS 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)

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