IOF debt consents

29 March 2016

Investa Office Fund debt consents

Dexus (“Dexus”) today announced that Investa Listed Funds Management Limited (“ILFML”) as responsible entity of Investa Office Fund (“IOF”) on behalf of Dexus Funds Management.

Limited (“Dexus RE”) has obtained consents to enable Dexus to acquire 100% of the units in IOF without causing a review event or default from:
•US Private Placement Note (“USPP”) holders; and the Medium Term Notes (“MTNs”) holders, collectively (“IOF Debt Facilities”)

These consents were obtained in relation to the proposal for Dexus to acquire 100% of the units in IOF(“Dexus Proposal”) and the post implementation steps (“Implementation”)¹. They enable all aspects of Implementation of the Dexus Proposal to be undertaken without causing a review event or default to be triggered under the IOF Debt Facilities (including a change of responsible entity of IOF).

These amendments are expected to become operative if Implementation occurs ². The risk that Implementation will trigger an event of default enabling the USPP and MTN holders to exercise their rights, as set out in the IOF Notice of Meeting and Explanatory Materials released on 9 March 2016 (“IOFEM”), has been removed³.

As detailed on page 110 of the IOF EM, ILFML has already obtained consents and waivers from other IOF debt facility providers.

¹ See sections 9.2 and 9.3 of the IOF EM for details regarding the post-implementation steps.
² The USPP holder consents are conditional on Implementation having occurred by 31 August 2016. There is no “sunset” date in
respect of the MTN consents. Obtaining these consents was not a condition of the Dexus Proposal.
³ See sections 3, 9.2 and 9.3 of the IOF EM. Also see footnote 2. You should read these sections in light of this announcement.

For further information please refer to the pdf.