EQS-Ad-hoc: Dexus Finance Pty Limited / Key word(s): Issue of Debt/Financing Dexus (ASX: DXS) ASX release NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 14 November 2022 New Exchangeable Notes issue and repurchase of existing Exchangeable Notes Dexus is committed to maintaining a prudent capital structure with diversified sources of capital. Consistent with Dexus's ongoing capital management strategy, Dexus will launch a fully underwritten offering of A$500 million Guaranteed Exchangeable Notes ("New Notes") due November 2027, which will be exchangeable into Dexus securities at the election of the holder any time starting 41 days from closing date until 10 days prior to maturity and a reverse bookbuilding process to receive indications of interest from certain eligible holders of Dexus's existing outstanding exchangeable notes due June 2026 ("Existing Notes") to purchase for cash ("Concurrent Repurchase") of up to A$100 million of the Existing Notes". The New Notes further diversify Dexus's funding sources. The net proceeds from the issue of the New Notes will be used to fund the Concurrent Repurchase, with any surplus used for general corporate purposes. The New Notes are being offered at a coupon of 3.50% and at a premium of approximately 30.0% to 32.5% to the Reference Price described in Appendix A. The final coupon and exchange price is expected to be announced on 15 November 2022, following completion of the offer bookbuild. The New Notes will rank as unsubordinated and unsecured obligations of Dexus in line with Dexus's existing indebtedness. Any New Notes not exchanged before their maturity will be redeemed by Dexus at 101.37% to 104.15% of their principal amount (to be confirmed following completion of the offer bookbuild) on the maturity date. Key terms of New Notes are outlined in Appendix A. The price payable under the Concurrent Repurchase is a fixed price of 96.25% per A$100,000 in principal amount of Existing Notes, plus any accrued interest to the settlement date of the Concurrent Repurchase. The Issuer is not under any obligation to accept any offer of Existing Notes for repurchase pursuant to the Concurrent Repurchase. Offers of Existing Notes for repurchase may be rejected in the sole discretion of the Issuer for any reason and none of the Issuer or the Sole Lead Manager are under any obligation to holders of Existing Notes to furnish any reason or justification for refusing to accept an offer of Existing Notes for repurchase or the termination of the Concurrent Repurchase. The Issuer will retain absolute discretion on repurchase allocations and may preferentially allocate those investors who participate in the New Notes offering. The settlement of the Concurrent Repurchase is subject to, among other things, the settlement of the New Notes. To the extent any Existing Notes offered by the holders thereof are accepted for purchase by the Issuer, the trading markets for the Existing Notes that remain outstanding may be significantly more limited. Merrill Lynch Equities (Australia) Limited is acting as Sole Lead Manager and Underwriter to the issue of the New Notes and as Dealer Manager to the Concurrent Repurchase. Given the New Notes are exchangeable into Dexus securities, key risks of being a Dexus security holder are set out in Appendix B. Pro-forma financial impact The issue of the New Notes, and the Concurrent Repurchase, are not expected to have a material impact on Dexus's gearing and Dexus maintains its guidance to deliver distributions of 50.0 - 51.5 cents per security for the 12 months ended 30 June 20231. For further information please contact:
Appendix A - Key terms of the New Exchangeable Notes
Appendix B - Risk Factors An investment in Dexus has a number of risks. Key risks relating to this investment are summarised in the table below. This is a non-exhaustive list of risks. Dexus stapled security holders ("Stapled Security holders") and prospective investors should seek their own professional tax, financial and legal advice about the risks that may be associated with an investment in Dexus.
[1] Based on current expectations regarding interest rates, continued asset sales and barring unforeseen circumstances. Assumes current interest rate expectations of 2.75% - 3.75% based on an average floating interest rate (90-day BBSW), the transition of circa $18 billion of FUM from the acquisition of the AMP Capital real estate and domestic infrastructure equity platform and circa $50 - $55 million of trading profits (post-tax). Information and Explanation of the Issuer to this announcement: About Dexus Dexus (ASX: DXS) is one of Australia's leading fully integrated real estate groups, managing a high-quality Australian property portfolio valued at $44.3 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 $18.4 billion of office, industrial and healthcare properties, and investments. We manage a further $25.9 billion of office, retail, industrial and healthcare properties for third party clients. The group's $17.7 billion development pipeline provides the opportunity to grow both portfolios and enhance future returns. Sustainability is integrated across our business, and our sustainability approach is the lens we use to manage emerging ESG risks and opportunities for all our stakeholders. Dexus is listed on the Australian Securities Exchange and is supported by more than 29,000 investors from 24 countries. With over 35 years of expertise in property investment, funds management, asset management and development, we have a proven track record in capital and risk management 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) New Notes Offer Restrictions This release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any "U.S. person" (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act)) (U.S. Person) and may not be distributed or released in the United States or to, or for the account or benefit of, any U.S. Person. The New Notes to be offered and sold have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States or to, or for the account of any U.S. Person, except in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States (which Dexus has no obligation to do or procure) or pursuant to an exemption from, or in a transaction exempt from or not subject to, such registration requirements and any other applicable securities laws. 14-Nov-2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
Language: | English |
Company: | Dexus Finance Pty Limited |
264 George Street | |
2193 Sydney | |
Australia | |
Phone: | +61 2 9017 1100 |
Fax: | +61 2 9017 1101 |
E-mail: | ir@dexus.com |
Internet: | www.dexus.com |
ISIN: | XS1961891220 |
WKN: | A2RZHG |
Listed: | Regulated Unofficial Market in Frankfurt |
EQS News ID: | 1486311 |
End of Announcement | EQS News Service |
1486311 14-Nov-2022 CET/CEST