Ad-hoc: Dexus Finance Pty Limited: Acquisition of APN Property Group to further strengthen Funds Management business
Dexus (ASX: DXS)
11 May 2021
Acquisition of APN Property Group to further strengthen Funds Management business
Dexus today announces that following the completion of due diligence, it has entered into a binding Scheme Implementation Deed ('SID') with APN Property Group ('APN') in relation to a proposal for Dexus to acquire all of the stapled securities in APN (the 'Proposal') for an all-cash consideration of 91.5 cents per security ('Offer Price'). The SID is provided in Annexure A.
In the absence of a superior proposal and subject to the Independent Expert concluding that the Proposal is in the best interests of APN securityholders, the directors of APN and APN RE Limited (the "APD Directors") unanimously recommend that APN securityholders vote in favour of the Proposal. Subject to those same qualifications, each APD Director intends to vote all of the securities held or controlled by them in favour of the Proposal. Including APN's Chairman, Mr Chris Aylward, this represents intentions with respect to 33.0% of APN's issued securities.
In addition, APN's Chairman and largest securityholder, Chris Aylward, via his related entities, has granted a call option to Dexus over APN securities equivalent to 19.9% of issued capital, at the Offer Price ('Call Option Agreement'), exercisable in certain circumstances.
APN Property Group
APN Property Group is listed on the Australian Securities Exchange ('ASX') (ASX: APD) and is a specialist real estate investment manager of two ASX-listed Real Estate Investment Trusts ('REITs'), APN Industria REIT (ASX: ADI) and APN Convenience Retail REIT (ASX: AQR), and also manages direct unlisted property and securities funds. As at 31 December 2020, APN had $2.9 billion of Funds Under Management ('FUM') and $134 million of co-investments in its managed vehicles.
On completion of the transaction, Dexus will have a funds management portfolio comprising $23.9 billion that includes institutional wholesale capital, listed REITs, real estate securities and a direct unlisted property business.
The Proposal is underpinned by a strong investment rationale for Dexus:
Access to a complementary and scalable business with a high-quality team and like-minded investment philosophy;
Ability to utilise Dexus's market leading funds and property management platform to drive growth and performance for new and existing APN funds;
Provides Dexus with a range of new growth opportunities via access to new investor groups and products;
Adds $2.9 billion of incremental FUM which will be immediately accretive to Adjusted Funds From Operations (AFFO) per security on completion of the transaction in FY22; and
Potential to realise cost and revenue synergies and achieve margin expansion across the platform
Dexus Chief Executive Officer, Darren Steinberg said: "This transaction supports our strategic initiative of expanding and diversifying our funds management business, increasing our suite of funds on offer outside of wholesale funds into listed REITs, real estate securities funds and unlisted direct property funds. The transaction also expands our investor network to include retail and high net worth capital.
"We believe APN is a high quality real estate funds management business that complements our existing platform, and we look forward to APN's executives joining and strengthening the Dexus team while continuing to deliver strong results for investors".
APN's Chairman and largest securityholder, Chris Aylward said: "Dexus's proposal represents compelling value to APN securityholders including a material premium to APN's trading price. We believe the combination of the two platforms will provide incremental growth opportunities for the APN business as well as its underlying funds, investors and team members."
Dexus proposes an all-cash Offer Price of 91.5 cents per APN security. The Offer Price will be reduced by the value of any distributions declared by APN on or after the date of this announcement and prior to 30 September 2021, up to 1.5 cents per security.
Total consideration payable by Dexus represents an equity value of $320 million and enterprise value of $308 million.
Dexus expects that on completion of the transaction in FY22 it will be immediately accretive to its Adjusted Funds From Operations (AFFO) per security.
Implementation of the Proposal will be via a company and trust scheme. The Proposal is subject to approval by APN securityholders as well as other conditions including obtaining court approval and judicial advice in relation to the Proposal, no court or other government agency-ordered restraints, no material adverse change or prescribed occurrence in APN, regulatory approvals and other customary conditions.
The obligations of Dexus and APN regarding the implementation of the Proposal are governed by the SID. This includes customary "no shop, no talk" provisions, notification and matching rights, a break fee, a reverse break fee and the conditions to implementation of the Proposal.
The Proposal relates only to the acquisition by Dexus of 100% of the securities in APN. The Proposal does not involve the removal of the responsible entity of the funds managed by APN or any change in the management arrangements of those funds.
Next steps and indicative timetable
All APN securityholders will receive a Notice of Meeting and an Explanatory Memorandum (which will include an Independent Expert's report) to enable them to assess the merits of the Proposal.
APN securityholders who are entitled to vote will then vote on the Proposal at the APN securityholder meeting (in person or by proxy) to approve the Proposal. The APN securityholder meeting is expected to be held in July 2021.
Existing Dexus Security holders do not need to take any action in relation to this Proposal.
The expected key dates relevant to this Proposal include:
Key milestone - Date
First Court Hearing - Mid June 2021
Scheme booklet dispatched to APN securityholders - Late June 2021
APN securityholder meetings to approve the Proposal - Mid July 2021
Second Court Hearing - Late July 2021
Scheme becomes effective - Late July 2021
Record date for participating in Scheme - Early August 2021
Scheme implementation date - Early August 2021
Dexus has appointed Macquarie Capital as financial adviser and King & Wood Mallesons as legal adviser.
Annexure A - Scheme Implementation Deed
Authorised by Brett Cameron, General Counsel and Company Secretary of Dexus Funds Management Limited
For further information please contact:
Senior Manager, Investor Relations
+61 2 9017 1390
+61 416 122 383
Senior Manager, Corporate Communications
+61 2 9017 1446
+61 403 260 754
 The Offer Price will be reduced by the value of any distributions declared by APN on or after the date of this announcement and prior to 30 September 2021, up to 1.5 cents per security.
 Figures are as at 31 December 2020, pro forma to include new APN funds, the merger of ADPF and DWPF (prior to circa $2 billion of redemptions) as well as the previously announced sales of Grosvenor Place, Sydney, 60 Miller Street, North Sydney, 10 Eagle Street, Brisbane, acquisition of an interest in 1 Bligh Street, Sydney, and previously announced industrial and healthcare acquisitions.
 Equity value calculated based on Offer Price of 91.5 cents per security and total diluted securities of 349,638,821 including 20,090,778 unvested performance rights.
Information and Explanation of the Issuer to this News:
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 and industrial 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