Dexus Finance Pty Limited (Dexus)
- Dexus Funds Management Limited
- Otho Pty Ltd
- Dexus Wholesale Management Limited
- Dexus (DDF) Finance Pty Ltd
- Dexus (DIT) Finance Pty Ltd
- Dexus (DOT) Finance Pty Ltd
- Dexus Holdings Pty Limited
Information Memorandum 31 August 2012
Dated 17 October 2019
Nature of the Bonds
Instruments and any relative Coupons will be direct, unsecured, unsubordinated, and general obligations of Dexus that will rank pari passu, without any preference among themselves, with all other outstanding unsecured, unsubordinated obligations of Dexus, present and future (other than obligations preferred by mandatory provisions of law).
17 October 2019
17 October 2029
Interest Rate and Interest Payment Dates
2.50% per annum, payable semi-annually (in two coupons of 1.25%) in arrears on 17 April and 17 October in each year, including the Maturity Date.
Repayment at Par on the Maturity Date
On the Maturity Date, bondholders are scheduled to receive the Face Value and the final Coupon Payment for the last Interest Period.
The value of an investment in Dexus Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Dexus’ financial performance. The following risks may also affect an investment in Dexus 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 intercompany loans and assets or liabilities under certain hedging arrangements;
- Obsolescence Risk relating to the industrial portfolio of the Group;
- 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.
Key benefits include:
- Approximately 9 years remaining until Maturity Date;
- Interest paid semi-annually in arrears;
- Interest paid is fixed rate;
- 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.
Early Redemption by Issuer
Yes, for tax reasons
Early Redemption by Bondholder
Bondholders of debit instruments may require the issuer to redeem the bonds upon occurrence of an Event of Default.
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. Where the Priority Debt covenant requires that 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.
- Gearing Ratio (Total Debt: Total Tangible Assets) not to be exceed 55%
- Interest Cover Ratio (EBITDA: DXS Group Interest) to be greater than 2.0 times
- 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.
Coupon Schedule to Maturity
- 17 October 2020
- 17 April 2021
- 17 October 2021
- 17 April 2022
- 17 October 2022
- 17 April 2023
- 17 October 2023
- 17 April 2024
- 17 October 2024
- 17 April 2025
- 17 October 2025
- 17 April 2026
- 17 October 2026
- 17 April 2027
- 17 October 2027
- 17 April 2028
- 17 October 2028
- 17 April 2029
- 17 October 2029 - Maturity Date