IOF - Takeovers Panel declaration, orders and IOMH disclosure

11 April 2016

IOF – Takeovers Panel declaration of unacceptable circumstances, orders and IOMH’s corrective disclosure

Dexus Funds Management Limited (“DXFM” or “Dexus RE”), the responsible entity of Dexus (“Dexus”), refers to the Takeovers Panel (“Panel”) declaration of unacceptable circumstances in relation to the affairs of Investa Office Fund (“IOF”).

The Panel‟s declaration is in response to an application to the Panel made by Dexus RE on 21 March 2016. This declaration, together with the Panel‟s Decision (in its media release of 8 April 2016) and the orders made are attached.

Orders made by the Panel

The Panel found that the document issued by Investa Office Management Holdings (“IOMH”), the holding company of the manager of IOF (Investa Office Management), on 14 March 2016 (the “IOMH Document”) is misleading or confusing for, or has the potential to mislead or confuse, IOF Unitholders in circumstances where it is not sufficiently clear that IOMH has an interest in the proposal not succeeding. The Panel considered that the IOMH Document did not disclose readily and reasonably the interests that IOMH had when advocating against the Dexus Proposal and recommending the “No” vote.

In summary, the Panel ordered that IOMH make further disclosure which makes clear:

• the role of the manager;
• the fees payable to it under the current arrangements; and
• the relevant effect of a Share Sale Agreement (under which a Morgan Stanley entity sold the Investa
  Office Management Platform, including the manager, to Investa Commercial Property Fund) if the
  Dexus Proposal should succeed or fail.

A copy of the corrective disclosure issued by IOMH as ordered by the Panel is attached. IOF Unitholders are encouraged to read that disclosure.

The Panel also considered that the proxy form attached to the IOMH Document was likely to mislead or confuse IOF Unitholders and ordered that IOMH inform IOF Unitholders that the proxy form was from IOMH and was not issued by Investa Listed Fund Management Limited as responsible entity of Investa Office Fund (“IOF RE”) or the Independent Directors (the “Independent Board Committee” or “IBC”) of the IOF RE.

Further, the Panel determined that neither of IOMH‟s notice of ceasing to be a substantial holder in IOF dated 8 March 2016 nor the one dated 23 March 2016 complied with section 671B of the Corporations Act 2001. The Panel has ordered that IOMH lodge an amended notice of ceasing to a substantial holder in IOF, attaching an unredacted copy of the Platform Sale Agreement, together with a covering letter explaining that it is an amended notice.

Meeting of IOF Unitholders on 15 April 2016

Dexus is pleased to note the Panel‟s decision in relation to the misleading and confusing IOMH Document. The Panel‟s declaration of unacceptable circumstances in relation to the matters described above vindicates the action taken by Dexus. We note the Panel decided not to interfere with the voting rights attached to IOF units with regard to the Morgan Stanley Real Estate Investing entities.

Dexus RE encourages all IOF Unitholders to express their opinion on the Dexus Proposal at the forthcoming meeting of IOF Unitholders at 10.00am, Friday 15 April, 2016. 

IOF Unitholders on the IOF Register as at 7.00pm (Sydney time), Wednesday 13 April 2016, will be entitled to attend and vote at the Meeting (subject to any applicable voting exclusions). Completed proxy forms must be received by the IOF Registry no later than 10.00am on Wednesday 13 April 2016.

If you submitted the proxy form provided by IOMH and feel misled and wish to change your vote, you can do so by lodging a new proxy form (online, by mail, by fax or by hand) or by attending the voting at the meeting in person on 15 April 2016. If you need a new proxy form or any assistance with lodging your proxy form, please contact the IOF Registry on 1300 308 902 (or from overseas on +61 2 9098 9228).

Recommendation of the Independent Directors of IOF RE

Dexus notes the Independent Directors of IOF RE continue to unanimously recommend that you vote in favour of the Proposed Resolutions at the Meeting, in the absence of a Superior Proposal.

For further information please refer to the pdf.