DEXUS Property Group Announces Final Results of Cash Tender Offer for Notes & New Calculation of Total Consideration Using Re...
22 Junho 2012 - 10:49AM
Business Wire
DEXUS Property Group (ASX: DXS) (“DEXUS”) announced today the
final results of the previously announced cash tender offer (the
“Offer”) by DEXUS Funds Management Limited (ABN 24 060 920 783), in
its capacity as responsible entity of DEXUS Diversified Trust (the
“Company”), to purchase up to US$175,455,000 maximum aggregate
principal amount 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 the
Company’s Offer to Purchase dated 15 May 2012 (as amended, the
“Offer to Purchase”) and the related Letter of Transmittal, as
previously amended by the DEXUS media releases dated 30 May 2012
and 11 June 2012.
The Offer expired at 9:00 a.m., New York City Time, on 22 June
2012 (the “Expiration Date”). As of the Expiration Date,
US$175,455,000 aggregate principal amount of Notes were validly
tendered and not validly withdrawn, according to information
received by Global Bondholder Services Corporation, the Information
Agent and Depositary for the Offer.
CUSIP Numbers Title of Security
Principal Amount Outstanding Prior to Payment Date
Principal Amount Tendered Principal Amount
Accepted Principal Amount to Remain Outstanding After
Payment Date 252391AA5 and Q3200PAA6 7.125% Guaranteed Senior
Notes due 2014 US$300,000,000 US$175,455,000 US$175,455,000
US$124,545,000
The Company has accepted for purchase all US$175,455,000 of
Notes validly tendered and not validly withdrawn pursuant to the
Offer. The Company will deliver the applicable consideration (as
described below) to the Depository Trust Company on the expected
payment date of 22 June 2012 (the “Payment Date”) for prompt
payment for all Notes accepted for purchase.
Holders of Notes who validly tendered and did not validly
withdraw their Notes on or before 5:00 p.m., New York City time, on
29 May 2012 (the “Early Tender Deadline”) will receive the Total
Consideration (as described below), which includes the early tender
payment of US$30 per US$1,000 principal amount of Notes accepted
for purchase (the “Early Tender Payment”).
The “Total Consideration” per each US$1,000 principal amount of
Notes validly tendered and accepted for payment pursuant to the
Offer was calculated by Deutsche Bank Securities Inc., the Dealer
Manager for the Offer, at 10:30 a.m., New York City time, on 30 May
2012, in the manner described in the Offer to Purchase by reference
to a fixed spread over the reference yield, each as specified in
the table below, and assuming that the Payment Date was to have
occurred on 13 June 2012, and recalculated by the Dealer Manager on
11 June 2012 using a revised assumed Payment Date of 25 June 2012.
The Company currently anticipates that the Payment Date will be
today, 22 June 2012. Using this new Payment Date, the Total
Consideration and Tender Offer Consideration (as defined in the
Offer to Purchase) have again been recalculated by the Dealer
Manager. Recalculated amounts appear in the table below. 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 Payment Date.
CUSIP Numbers Title of Security
Principal Amount Outstanding Reference U.S.
Treasury
Security
Reference Yield Fixed
Spread
(Basis
points)
Recalculated
Total Consideration per US$1,000
Principal Amount(1)
Recalculated
Tender Offer Consideration per US$1,000
Principal Amount
252391AA5 and Q3200PAA6 7.125% Guaranteed Senior Notes due 2014
US$300,000,000 0.25% U.S. Treasury Note due April 30, 2014 0.279%
180 US$1113.38 US$1083.38
_____________________________(1) Total Consideration per
US$1,000 principal amount of Notes accepted for purchase includes
the Early Tender Payment of US$30 per US$1,000 principal amount of
Notes accepted for purchase.
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
media 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
media release is qualified by reference to the Offer to Purchase
and the related Letter of Transmittal.
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 media 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 $13bn. 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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