Dexus has a corporate history that dates back over 30 years
Dexus is one of Australia’s leading real estate groups with a corporate history that dates back over 35 years. 2004 marked a key milestone when DB Real Estate became Dexus by stapling three of its listed property trusts, Dexus Diversified Trust (DDF), Dexus Office Trust (DOT) and Dexus Industrial Trust (DIT) with a newly formed trust, Dexus Operations Trust (DXO). The Explanatory Memorandum and Product Disclosure Statement provides further information regarding this transaction.
Dexus stapled securities comprise a proportion of each of the four trusts. Historical distribution and tax information is available in Distributions and Tax History for Dexus, the stapled entity and the three individual trusts held prior to 2004.
Since 2004, a number of regulatory changes and corporate actions have occurred. See information below on changes and/or corporate actions which have been undertaken.
2021 Corporate Simplification
On 22 April 2021 Dexus Funds Management Limited as Responsible Entity of the Dexus Diversified Trust (“DDF”), Dexus Industrial Trust (“DIT”), Dexus Office Trust (“DOT”) and Dexus Operations Trust (“DXO”) (together known as “the Dexus Trusts”), held an Extraordinary General Meeting where Dexus Security holders approved changes to simplify the Dexus corporate structure (the “Simplification”).
On 6 July 2021 Dexus completed a Simplification of its corporate structure which involved reducing the current four trust stapled structure to a two trust stapled structure.
This involved “top-hatting” each of DDF, DIT and DOT with a newly established trust called Dexus Property Trust (“DPT”) to form a dual stapled group comprising DXO and DPT. Details relating to the Simplification were outlined in the Explanatory Memorandum and Notice of Extraordinary General Meeting dated 23 March 2021.
The Simplified Group comprises a unit in each of DXO and DPT. There was no change to Dexus’s underlying business and operations, or Security holders’ interests in them (other than for Ineligible Foreign Security holders), after the Simplification was implemented.
Class Ruling and Stamp duty determinations
Prior to proceeding with the Simplification, Dexus was seeking determinations in respect of stamp duty payable and a Class Ruling from the Australian Tax Office to confirm that CGT scrip-for-scrip rollover relief was available to Australian resident Security holders. Dexus confirms that the stamp duty determinations have been received. A description of the tax implications for Security holders is available here.
The consolidated constitutions for each Dexus Trust are available at www.dexus.com/corporategovernance.
2017 Capital reallocation
On 29 November 2017, Dexus announced that it will implement the Capital Reallocation Proposal (Proposal) approved by security holders at the Dexus 2017 Annual General Meeting held on 24 October 2017.
Under the Proposal, Dexus Industrial Trust and Dexus Operations Trust each made a capital distribution of 17.21 cents per unit which will be automatically applied as a contribution of capital of 34.42 cents per unit to Dexus Office Trust. Dexus confirms it remains satisfied that the Proposal is in the best interest of security holders.
In addition, the class ruling described in the Notice of Annual General Meeting and Explanatory Memorandum was issued by the Australian Taxation Office on 8 November 2017, confirming the Australian taxation implications of the capital reallocation for security holders.
Additional information relating to the capital reallocation is provided below.
2017 Notice of Meeting
2017 ATO Class Ruling
Capital reallocation FAQ
Attribution Managed Investment Trust (AMIT)
Information pursuant to Subdivision 12-H of Schedule 1 to the Taxation Administration Act 1953 is provided for non-resident security holders and custodians of non-resident security holders only.
Dexus Funds Management Limited (ACN 060 920 783) ('Responsible Entity') under section 601GCA(3) of the Corporations Act 2001 (Cth) as modified by ASIC Instrument 2016/489 informs members of the trusts that the Responsible Entity amended its the Constitutions of the trusts. The amendments are in connection with the new tax regime applying to managed investment trusts which satisfy the requirements to be AMITs, which was introduced by the Tax Laws Amendment (A New Tax System for Managed Investment Trusts) Act 2016 (Cth) ('AMIT Regime').
Information relating to the AMIT Regime and the amendments made to the Constitutions are available below.
Dexus Diversified Trust Constitution
Dexus Industrial Trust Constitution
Dexus Office Trust Constitution
Dexus Operations Trust Constitution
Commonwealth Property Office Fund (CPA) Takeover
On 11 December 2013 Dexus (Dexus) and Canada Pension Plan Investment Board (CPPIB) (together "the Consortium") made a cash and scrip off-market takeover offer (the "Dexus Offer") to acquire all of the issued units in Commonwealth Property Office Fund (CPA).
The Dexus Offer provided a cash and Dexus scrip consideration. The takeover completed in April 2014 and Dexus Funds Management Limited became the responsible entity of CPA.
Unclaimed cash and scrip consideration from the Dexus Offer were transferred to the Australian Securities & Investments Commission (ASIC). To claim your outstanding cash and scrip consideration, please visit ASIC’s Moneysmart website or contact them on 1300 300 630. The Bidders Statements provided throughout the Dexus Offer period are available below.
CPA's historical distribution, tax, MIT payment notices, unit price and unit issue details are available at Distributions and Tax History.
Supplementary Bidders Statement
Second Supplementary Bidders Statement
Third Supplementary Bidders Statement
Fourth Supplementary Bidders Statement