DEXUS Finance Pty Ltd
Dexus Funds Management Limited as trustee or responsible entity of a number of trusts, and other group entities.
Dexus Securities Issuance Programme dated 31 August 2012
Dated on or about 11 May 2017.
Nature of the Bonds
The bonds and guarantee will each be direct, unsubordinated and unsecured obligations of the Issuer and Guarantors, respectively, and will rank at least pari passu with all other unsubordinated and unsecured obligations of the Issuer and each Guarantor other than those mandatorily preferred by law.
Coupon Schedule to Maturity
- 11 November 2018
- 11 May 2019
- 11 November 2019
- 11 May 2020
- 11 November 2020
- 11 May 2021
- 11 November 2021
- 11 May 2022
- 11 November 2022
- 11 May 2023
- 11 November 2023
- 11 May 2024
- 11 November 2024
- 11 May 2025
- 11 November 2025
- 11 May 2026
- 11 November 2026
- 11 May 2027
- 11 November 2027 - Maturity Date
Interest Rate / Coupon Rate
4.25% per annum, payable semi-annually (in two coupons of 2.125%) in arrears on 11 May and 11 November in each year, including the Maturity Date.
11 May 2017
11 May 2027
Repayment at Par on the Maturity Date
On the Maturity Date, bondholders are scheduled to receive the Face Value and the final payment of Interest.
Early Redemption by Issuer
1. Yes, in certain circumstances, for tax reasons.
2. Within 6 months of the Maturity Date at 100% plus any accrued interest.
3. Prior to 6 months of the Maturity Date, on the payment of a Make-Whole Amount.
The value of an investment in the bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect the Issuer’s financial performance. The following risks may also affect an investment in the bonds:
- Liquidity risk: An active secondary market in respect of the bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the bonds
- Interest rate risk: The value of fixed rate bonds may be adversely affected by movements in market interest rates
- Structural risk: The Issuer has no material assets or sources of revenue except for claims against, and advances made to it by, other Group companies under inter-company loans and assets or liabilities under certain hedging arrangements
- Legal risks relating to litigation and regulatory actions;
- Default risk: if an event of default occurs under the bonds, or the Issuer fails to perform any obligation in relation to the bonds, such event or failure may impact on the value of an investment in the bonds, the transferability of the bonds and the ability of a holder to recover amounts due under the bonds.
- Early Redemption Risk – in certain circumstances the bonds may be redeemed early.
Key benefits include:
- approximately 8.8 years remaining until Maturity Date;
- interest paid semi-annually in arrears;
- interest paid as 100% cash;
- interest is not deferrable nor are interest payments discretionary;
- rank equally with all other senior and unsecured creditors of the Issuer
The Issuer must not incur or permit to exist any Encumbrance if to do so would result in a breach of the Priority Debt covenant (Priority Debt must not exceed 30% of Total Tangible Assets). Priority Debt means all financial indebtedness that is secured by an encumbrance, other than a permitted encumbrance. Total Tangible Assets means, at any time, the total assets minus the aggregate book value of all intangible assets.
(a) Gearing Ratio (Total Debt: Total Tangible Assets) not to be exceed 55%
(b) Interest Cover Ratio (EBITDA: DXS Group Interest) to be greater than 2.0 times
(c) Priority Debt does not exceed 30% of Total Tangible Assets
Events of Default
Events of Default include:
- Failure to Pay: Applicable with a cure period of 5 Business Days;
- Cross Default: Applicable with a Threshold Amount of US$50,000,000;
- Non-compliance with Financial Covenants; Applicable;
- Breach of Other Obligations: Applicable;
- Obligations Unenforceable: Applicable;
- Ceasing to be Trustee and Responsible Entity: any Guarantor Trustee ceases to be the Trustee or Responsible Entity of a Guarantor Trust unless it is replaced by another Dexus group member.
- Enforcement or Attachment: Applicable, Threshold Amount is US$50,000,000;
- Cessation of Business: Applicable to the Issuer or any Guarantor;
- Insolvency: Applicable; or
- Guarantor Trusts: Events impacting on the Guarantor Trustee’s right of indemnity, resettlement of Trust Property or a Guarantor Trust terminates and the capital vests.