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Commonwealth Property Office Fund Commonwealth Property Office Fund Retail Entitlement Offer 18 November 2010 DETAILS OF A 1 FOR 15 NON-RENOUNCEABLE PRO-RATA ENTITLEMENT OFFER OF UNITS IN THE COMMONWEALTH PROPERTY OFFICE FUND AT AN OFFER PRICE OF $0.86 PER NEW UNIT THIS ENTITLEMENT OFFER CLOSES AT 5.00PM (AEDT) ON 8 DECEMBER 2010 This is an important document which is accompanied by an Entitlement and Acceptance Form and both documents should be read in their entirety. Please call your professional adviser or the CPA Entitlement Offer Information Line if you have any questions. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES For personal use only Responsible Entity: Commonwealth Managed Investments Limited ABN 33 084 098 180 AFSL 235384 Registered Address: Ground Floor, Tower 1, 201 Sussex Street, Sydney NSW 2000 Contents 1 Chairman’s letter 1 2 Details of the Entitlement Offer 2 3 How to apply 4 4 Important information 7 5 ASX offer documents 12 – Equity raising launch announcement 12 – Investor presentation 16 – Placement and Institutional Entitlement Offer completion announcement 44 6 Glossary 46 7 Corporate directory 49 Important information This Retail Offer Booklet is not a product disclosure This Retail Offer Booklet, including the ASX statement, prospectus or other disclosure document announcements produced in it and the Entitlement and has not been lodged with ASIC. It does not and Acceptance Form do not constitute an offer contain all the information that an investor would to sell, or the solicitation of an offer to buy, any find in a product disclosure statement, prospectus or securities in the United States or in any other other disclosure document or on which an investor jurisdiction in which, or to any person to whom, would expect to make an informed decision as to such an offer or sale would not be lawful. None of whether or not to accept this offer. As CPA is a listed this booklet, the ASX announcements produced disclosing entity which meets the requirements in it nor the Entitlement and Acceptance Form of section 1012DAA of the Corporations Act as may be distributed to, or relied upon by, persons notionally modified by ASIC Class Orders CO 07/571 in the United States or who are, or are acting for and CO 08/35, the Entitlement Offer will be made the account or benefit of, U.S. Persons. Neither the without a product disclosure statement, prospectus Entitlements nor New Units offered in the Entitlement or other disclosure document. Offer have been, or will be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) or the Forward-looking statements, opinions and estimates securities laws of any state or other jurisdiction of provided in this booklet are based on assumptions the United States. The New Units to be offered and andFor personal use only contingencies which are subject to change sold in the Retail Entitlement Offer to which this Offer without notice, as are statements about market and Booklet relate may only be offered and sold to Eligible industry trends, which are based on interpretations Retail Unitholders (as defined in section 4.3 of the of current market conditions. Forward-looking Offer Booklet) in “offshore transactions” (as defined in statements including forecasts, projections, guidance Rule 902(h) under the Securities Act) in compliance on future earnings and estimates are provided as a with Regulation S under the Securities Act. general guide only and should not be relied upon as an indication or guarantee of future performance. Chairman’s letter 18 November 2010 Dear Unitholder, On behalf of the Commonwealth Property Office Fund (CPA), it gives me great pleasure to confirm that CPA has agreed to acquire three A-grade office buildings (Acquisition) located in the Melbourne CBD for approximately $615 million1, which are owned or managed by Grocon Pty Ltd (Grocon) and relevant entities in the Grocon group. As part of this acquisition, I am pleased to invite you to participate in a 1 for 15 fully underwritten non-renounceable entitlement offer of new CPA ordinary units (New Units) at an issue price of $0.86 per New Unit (Entitlement Offer). Equity Raising On 11 November 2010, CPA announced its intention to raise approximately $274 million through a placement to institutional investors (Institutional Placement) and an Entitlement Offer (together, the Equity Raising) to fund the Acquisition. The institutional component of the Entitlement Offer (Institutional Entitlement Offer) and the Institutional Placement were successfully completed on 12 November 2010. This offer booklet (Offer Booklet) relates to the retail component of the Entitlement Offer (Retail Entitlement Offer). The remaining consideration will be funded via: – a $43 million placement of CPA units to Grocon at $0.86 per New Unit, – a $60 million placement of CPA units to PRE Services Limited (as responsible entity of Grocon Property Trust Australia (GPTA)) at $0.88 per New Unit2, – a $155 million attractively priced new unsecured debt facility negotiated as part of the acquisition, and – $83 million from CPA’s existing debt facilities. One of the three assets being acquired, the AXA Headquarters, is the sole asset of a Grocon managed unlisted unit trust. This acquisition is subject to the approval of GPTA unitholders at a unitholder meeting scheduled for 16 December 2010. Entitlement Offer Information This invitation relates to the Retail Entitlement Offer to raise approximately $34 million and offers Eligible Retail Unitholders (as defined in section 4.3 of the Offer Booklet) the opportunity to subscribe on the same terms as those investors who participated in the Institutional Entitlement Offer. You will find enclosed with this Offer Booklet the following important information: – Key dates for the Retail Entitlement Offer; – How to apply; – Important information; and – ASX offer documents. The Entitlement Offer is non-renounceable, which means that entitlements to take up New Units (Entitlements) are non-transferable and will not be tradeable on ASX or otherwise transferable. Unitholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements not taken up and their equity interest in CPA will be diluted. With this booklet you will also find your personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions provided on the form and the instructions on “How to apply”. You should also consult your stockbroker, accountant or other independent professional adviser to evaluate whether or not to participate in the Retail Entitlement Offer. The Early Retail Closing Date is 5.00pm (AEDT) on 25 November 2010 and the final deadline for the Final Retail Closing Date is 5.00pm (AEDT) on 8 December 2010. To participate, you need to ensure that you have completed the Entitlement and Acceptance Form and paid all monies before the final time and date. For further information regarding the Retail Entitlement Offer, please call the CPA Entitlement Offer Information Line on 1800 628 703 (within Australia) or +61 2 8280 7513 (from outside Australia) between 8.30am and 5.30pm (AEDT) Monday to Friday during the Retail Entitlement Offer period, or visit our website at www.cfsgam.com.au/cpa. On behalf of the Board and the Manager, I would like to thank you for your continued support of CPA. Yours sincerely For personal use only Notes 1. Including capitalised transaction costs and Richard Haddock excluding capital raising costs. Chairman 2. Equates to the Equity Commonwealth Managed Investments Limited, Raising offer price of $0.86 the Responsible Entity of Commonwealth Property Office Fund plus $0.02. 1 2 Details of the Entitlement Offer 1 Overview of the Equity Raising CPA intends to raise approximately $274 million under the Equity Raising, which comprises: – a fully underwritten Institutional Placement of approximately $159 million to Institutional Unitholders at $0.86 per New Unit; – a fully underwritten $115 million Entitlement Offer at $0.86 per New Unit comprising; – an Institutional Entitlement Offer of approximately $81 million; and – a Retail Entitlement Offer of approximately $34 million. New Units issued under the Equity Raising will be issued on a fully paid basis and will rank equally in all respects with existing ordinary units from their date of issue. New Units will be entitled to the full distribution for the half-year ended 31 December 2010. New Units issued under the Institutional Placement will not be entitled to participate in the Entitlement Offer. 2 Timetable You may subscribe for your Entitlement in whole or in part prior to 5.00 pm on 8 December 2010, subject to the rights of CMIL and the Underwriters to extend the offer period or close the Retail Entitlement Offer early. Event Date and time Announcement of the Equity Raising, Cleansing Statement and application to 11 November 2010 ASX for official quotation of the New Units Record Date for the Entitlement Offer 7.00pm (AEDT), 16 November 2010 Retail Entitlement Offer opens, despatch of Offer Booklet and Entitlement 18 November 2010 and Acceptance Form Last date for receipt of applications for early settlement of the Retail 5.00pm (AEDT), Entitlement Offer (Early Retail Closing Date), only BPAY® applications will be 25 November 2010 accepted by this date Settlement of the Institutional Offer applications and Retail Entitlement Offer 26 November 2010 applications received by the Early Retail Closing Date Allotment and normal trading expected to commence on the ASX of New 29 November 2010 Units under the Institutional Offer and under the Retail Entitlement Offer for applications received by the Early Retail Closing Date (Initial Allotment) Retail Entitlement Offer closes (Final Retail Closing Date) 5.00pm (AEDT), 8 December 2010 Settlement of all remaining New Units under the Retail Entitlement Offer, 16 December 2010 including Additional New Units Allotment of all remaining New Units under the Retail Entitlement Offer 17 December 2010 (Final Allotment) New Units from Final Allotment expected to commence trading on ASX on 20 December 2010 a normal settlement basis Note: Dates and times are indicative only and subject to change.
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