Dexus · ASX:DXS
Dexus — DEXUS Property Group — Merger or Acquisition (December 2013)
42 slides from Dexus's merger presentation, Dec 11, 2013
Slide 1: DEXUS Offer to acquire Commonwealth Property Office Fund (CPA) presentation
DEXUS Property Group (ASX: DXS) ASX release 11 December 2013 DEXUS Offer to acquire Commonwealth Property Office Fund (CPA) presentation For personal use only DEXUS Property Group provides the presentation outlining the DEXUS Offer to acquire Commonwealth Property Office Fund. For further informatio
Slide 2: Offer to acquire Commonwealth Property Office Fund (CPA)
DEXUS PROPERTY GROUP OFFER TO ACQUIRE COMMONWEALTH PROPERTY OFFICE FUND (CPA) 11 DECEMBER 2013 For personal use only DEXUS Funds Management Limited ABN 24 060 920 783 DEXUS Property AFSL 238163 Group – Offer as responsible to for entity acquire Commonwealth DEXUS Property GroupProperty Office Fund (
Slide 3: Important Notice and Disclaimer
IMPORTANT NOTICE AND DISCLAIMER For personal use only This presentation is issued by DEXUS Funds Management Limited (DXFM) in its capacity as responsible entity of DEXUS Property Group (ASX:DXS) (DEXUS) comprising DEXUS Diversified Trust (DDF), DEXUS Industrial Trust (DIT) DEXUS Office Trust (DOT) a
Slide 4: Agenda
AGENDA For personal use only 1. EXECUTIVE SUMMARY 2. THE DEXUS OFFER 3. DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST 4. DEXUS OFFICE EXPERTISE 5. DEXUS OFFICE EXPERTISE IN PRACTICE 6. CANADA PENSION PLAN INVESTMENT BOARD 7. SUMMARY APPENDICES DEXUS Property Group – Offer to acquire Commonwealth Property
Slide 5: 1. Executive Summary
1. EXECUTIVE SUMMARY TITLE SLIDE HEADER Sub title (Trebuchet 18 pt) For personal use only Presenter title DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 4
Slide 6: Executive Summary: The DEXUS Offer
EXECUTIVE SUMMARY The DEXUS Offer For personal use only DEXUS and Canada Pension Plan Investment Board (―CPPIB‖) (together the ―Consortium‖) intends to make an off-market takeover bid (―DEXUS Offer‖) to acquire all of the issued units in Commonwealth Property Office Fund (―CPA‖) The DEXUS Offer
Slide 7: Key highlights of the DEXUS Offer
EXECUTIVE SUMMARY Key highlights of the DEXUS Offer For personal use only Represents a compelling opportunity for CPA Unitholders at $1.27 per unit1 Reinforces DEXUS‘s strategic objective of office sector leadership and follows a disciplined commitment to the execution of that objective over the
Slide 8: Acquisition of CPA is consistent with DEXUS's clear and focused strategy
EXECUTIVE SUMMARY Acquisition of CPA is consistent with DEXUS‘s clear and focused strategy For personal use only DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 7
Slide 9: 2. The DEXUS Offer
2. THE DEXUS OFFER TITLE SLIDE HEADER Sub title (Trebuchet 18 pt) For personal use only Presenter title DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 8
Slide 10: The DEXUS Offer: Overview
THE DEXUS OFFER Overview For personal use only The Consortium intends to make an off-market takeover bid (―DEXUS Offer‖) to acquire all of the issued units in CPA — DEXUS Offer comprises $0.7745 in cash and 0.4516 DEXUS securities per CPA Unit — DEXUS Offer price of $1.2331 per CPA Unit at time of
Slide 11: Benefits to CPA Unitholders
THE DEXUS OFFER Benefits to CPA Unitholders For personal use only Opportunity to participate in the benefits associated with an investment in DEXUS — Ownership in a leading Australian office portfolio and established funds management platform — High quality management team and specialist office ex
Slide 12: Superior Offer for CPA Unitholders - higher consideration and lower risk
THE DEXUS OFFER Superior Offer for CPA Unitholders - higher consideration and lower risk For personal use only The DEXUS Offer: — Represents a superior offer compared to the GPT Offer — Provides CPA Unitholders with a more attractive outcome — Carries substantially lower risk than the GPT Offer DE
Slide 13: Pro-forma DEXUS FFO FY14 impact
THE DEXUS OFFER Pro-forma DEXUS FFO FY14 impact For personal use only FY14 FFO1 impact assuming FY14 FFO1 impact assuming 28 February 2014 implementation 1 July 2013 implementation 1.0% 3.3% 8.75 8.75 8.50 0.27 8.46 8.50 8.37 0.08 0.10 cents per stapled security cents per stapled security 8.25 8.19
Slide 14: Pro-forma impact on DEXUS's key metrics
THE DEXUS OFFER Pro-forma impact on DEXUS‘s key metrics For personal use only METRIC Gearing1 NTA IMPACT DXS gearing DXS NTA per security 5.7% increase 1.9% decrease 30 June 2013 Post 30 June 2013 Post 29.0% 34.7% $1.05 $1.03 The metrics shown on this slide are based on the key assumptions detaile
Slide 15: DEXUS's intentions if the Consortium does not achieve a 100% interest in CPA
THE DEXUS OFFER DEXUS‘s intentions if the Consortium does not achieve a 100% interest in CPA For personal use only The Consortium is seeking to acquire a 100% interest in CPA and will undertake compulsory acquisition of CPA on achieving a 90% interest The DEXUS Offer is not subject to any minimu
Slide 16: 3. DEXUS is an Australian Office Specialist
3. DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST TITLE SLIDE HEADER Sub title (Trebuchet 18 pt) For personal use only Presenter title DEXUS existing owned and managed portfolio and CPA portfolio - Sydney CBD, NSW DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 15
Slide 17: An investment in DEXUS is an investment in Office
DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST An investment in DEXUS is an investment in Office For personal use only DEXUS CPA GPT1 DEXUS is a leading owner and manager of prime Portfolio Composition grade Australian office Office 78% 100% 34% — Office property assets currently account for 78% of Indu
Slide 18: An investment in DEXUS is an investment in Office
DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST An investment in DEXUS is an investment in Office For personal use only DXS portfolio CPA portfolio DXS/CPA combined portfolio Office Office $5.7bn Office2 78% $7.6bn $1.9bn 83% 36 office 25 office 100% 59 office properties properties properties Industrial In
Slide 19: What does office leadership mean for DEXUS?
DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST What does office leadership mean for DEXUS? For personal use only THE LEADER IN OFFICE CAPABILITY The leader in office retaining multi-sector capabilities in industrial and retail Best people, systems, processes and strongest tenant relationships Active
Slide 20: Fully integrated platform supported by an experienced team
DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST Fully integrated platform supported by an experienced team For personal use only Fully integrated office management platform spanning asset management, leasing, development Internalised property platform enhances alignment of interests to drive optimal as
Slide 21: Owner, manager and developer of quality, leading office properties
DEXUS IS AN AUSTRALIAN OFFICE SPECIALIST Owner, manager and developer of quality, leading office properties For personal use only On-balance sheet assets Governor Phillip & Macquarie 1 Bligh Street, Sydney Australia Square, Sydney Towers, Sydney Ownership Ownership Ownership 33% DEXUS 50% DEXUS 50%
Slide 22: 4. DEXUS Office Expertise
4. DEXUS OFFICE EXPERTISE TITLE SLIDE HEADER Sub title (Trebuchet 18 pt) For personal use only Presenter title L to R: 30 The Bond, Hickson Road, Sydney; 1 Bligh Street, Sydney, NSW and Woodside Plaza, St Georges Terrace, Perth, WA DEXUS Property Group – Offer to acquire Commonwealth Property Office
Slide 23: Office and Industrial real estate experience
DEXUS OFFICE EXPERTISE Office and Industrial real estate experience For personal use only An established and experienced office and industrial team Strong leasing background Average of 22 years real estate experience across the senior team1 Kevin George EGM, Office and Industrial 26 years Aman
Slide 24: 5. DEXUS Office Expertise in Practice
5. DEXUS OFFICE EXPERTISE IN PRACTICE TITLE SLIDE HEADER Sub title (Trebuchet 18 pt) For personal use only Presenter title DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 23
Slide 25: Track record of executing on strategy and integrating acquisitions
DEXUS OFFICE EXPERTISE IN PRACTICE Track record of executing on strategy and integrating acquisitions For personal use only DEXUS has a prudent and focused approach to acquisitions 480 Queen Street and Kings Square and investments Established process including thorough due diligence on all oppor
Slide 26: Strong recent track record in office transactions
DEXUS OFFICE EXPERTISE IN PRACTICE Strong recent track record in office transactions For personal use only Over $1.8 billion in office acquisitions completed on behalf of DXS and clients since November 2012 Breadth of industry relationships providing opportunities to acquire assets before they g
Slide 27: Leasing case studies – Clarence Street and Australia Square
DEXUS OFFICE EXPERTISE IN PRACTICE Leasing case studies – 45 Clarence Street and Australia Square For personal use only Strong, experienced leasing team delivers excellent leasing results 45 Clarence Street, Sydney Australia Square, Sydney Vacancy of 3,735sqm (12%) on 1 July 2012 Commenced a tar
Slide 28: Asset management case studies – 50 Carrington Street and 39 Martin Place
DEXUS OFFICE EXPERTISE IN PRACTICE Asset management case studies – 50 Carrington Street and 39 Martin Place For personal use only Successful leasing of recently acquired office properties 50 Carrington Street, Sydney 39 Martin Place, Sydney Acquired for $58.5 million in November 2012, below Acqu
Slide 29: Development case studies – 1 Bligh Street and 123 Albert Street
DEXUS OFFICE EXPERTISE IN PRACTICE Development case studies – 1 Bligh Street and 123 Albert Street developments For personal use only Successful development of two premium buildings during GFC 1 Bligh Street, Sydney 123 Albert Street, Brisbane 55% pre-committed by Clayton Utz 67% pre-committed b
Slide 30: 6. Canada Pension Plan Investment Board (CPPIB)
6. CANADA PENSION PLAN INVESTMENT BOARD (CPPIB) For personal use only DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 29
Slide 31: CPPIB: A leading, experienced international property investor
CPPIB A leading, experienced international property investor For personal use only CPPIB has C$192.8 billion of assets and ranks among the world‘s top 10 largest retirement funds 1 CPPIB is an experienced investor in real estate with C$22.0 billion of assets1 CPPIB has a long-term investment h
Slide 32: 7. Summary
7. SUMMARY For personal use only DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 31
Slide 33: Summary
SUMMARY For personal use only The DEXUS Offer: — represents a compelling opportunity for CPA Unitholders at $1.27 per unit, with the opportunity to remain invested in Australia‘s leading office owner and manager — is superior to the GPT Offer, representing greater value and less execution risk R
Slide 34: Appendices
APPENDICES For personal use only DEXUS Property Group – Offer to acquire Commonwealth Property Office Fund (CPA) Slide 33
Slide 35: DEXUS's Office Team Profiles
DEXUS’S OFFICE TEAM Profiles For personal use only Executive Management Darren Steinberg, Chief Executive Officer and Executive Director Darren is the CEO of DEXUS Property Group and an Executive Director of DEXUS Funds Management Limited. Darren has more than 25 years' experience in the property an
Slide 36: DEXUS's Office Team Profiles
DEXUS’S OFFICE TEAM Profiles For personal use only Executive Management Kevin George, Executive General Manager, Office & Industrial Kevin is responsible for the performance of property, asset and development management across the Group's office and industrial portfolios. Kevin has over 26 years rea
Slide 37: DEXUS's Office Team Profiles
DEXUS’S OFFICE TEAM Profiles For personal use only Office, Group General Management Amanda Kenny, Regional General Manager Leasing, Office & Industrial Amanda is responsible for DEXUS Property Group‘s national office and industrial portfolio. Amanda has over 30 years‘ experience in the Australian pr
Slide 38: DEXUS's Office Team Profiles
DEXUS’S OFFICE TEAM Profiles For personal use only Office, Group General Management Mark Cuddy, Regional General Manager, Office & Industrial Mark is responsible for the portfolio management and leasing of the industrial portfolio in NSW and Queensland. Mark has worked in the property industry for t
Slide 39: Minimum conditions attached to the DEXUS Offer
DEXUS OFFER TERMS Minimum conditions attached to the DEXUS Offer For personal use only No minimum acceptance condition The Consortium has already completed due diligence on CPA No requirement for court or security holder approvals Key regulatory approval (FIRB) is at an advanced stage Any
Slide 40: Basis of preparation of pro-forma impact on key metrics
BASIS OF PREPARATION OF PRO-FORMA IMPACT ON KEY METRICS For personal use only The metrics are prepared on the basis of current guidance provided to the market by both CPA and DEXUS (refer to Slides 40 and 41) The following slides set out: A description of the methodology for calculating FFO used i
Slide 41: Key FFO Assumptions
KEY FFO ASSUMPTIONS For personal use only DXS Standalone DEXUS Funds from Operations (FFO) comprises net profit/loss after tax attributable to stapled security holders calculated in accordance with Australian Accounting Standards and adjusted for: property revaluations, impairments, derivative and
Slide 42: Key Gearing and NTA Assumptions
KEY GEARING AND NTA ASSUMPTIONS For personal use only Gearing Assumptions Gearing is calculated as interest bearing liabilities (excluding deferred borrowing costs and including the fair value of cross currency swaps and, post implementation of the DEXUS Offer, DEXUS‘s share of residual debt in th
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