Explanatory Memorandum and Product Disclosure Statement (“EM”) Dated on Or About 25 August 2004 for the Stapling of Units in Four Deutsche Trusts
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EM_Cover 25/8/04 11:52 PM Page 2 DB Real Estate Explanatory Memorandum & Product Disclosure Statement EM_Cover 25/8/04 11:52 PM Page 3 This document This document (the Explanatory Memorandum) provides future performance of DRT. If you have any questions, you should Unitholders in the Deutsche Diversified Trust (DDF), Deutsche contact your investment, financial, taxation or other professional Industrial Trust (DIT) and Deutsche Office Trust (DOT) adviser before deciding whether to vote in favour of the with details relating to the creation of DB RREEF Trust (DRT) Resolutions. Some of the risk factors that should be considered for which the approval of Unitholders of DDF, DIT and DOT are set out in Section 11. is sought at meetings of Unitholders of DDF, DIT and DOT No cooling-off rights apply to the issue of Units in the Trusts to be held on 27 September 2004 (Unitholder Meetings). Cooling off rights do not apply in relation to the issue of Units in This Explanatory Memorandum is also a Product Disclosure the Trusts. Statement (PDS) issued by DB RREEF Funds Management Limited (AFS Licence No. 238163) (DRFM) (and no other person) Tr ading in Stapled Securities in so far as it relates to the issue of Units by DRFM in DDF, DIT, It is your responsibility to determine your allocation of Stapled DOT and DB RREEF Operations Trust (DRO) (collectively the Securities before trading Stapled Securities to avoid the risk of Trusts) for the purposes of Part 7.9 of the Corporations Act. selling Stapled Securities you do not own. Capitalised terms used in this Explanatory Memorandum To assist you in determining your allocation prior to receipt of your are defined in the Glossary in Section 23. holding statement, you may call the Information Line on 1300 733 838 Regulatory Information (within Australia) or +61 2 9240 7453 (from outside Australia) to seek information on your allocation. For legal reasons, calls will be recorded. This Explanatory Memorandum, the Overviews and the Cash Sale and Exchange Facilities Notices are issued by DB Real Estate If you sell Stapled Securities before you receive confirmation of Australia Limited (DBRE) (AFS Licence No. 238166), Deutsche your allocation, you do so at your own risk. Asset Management (Australia) Limited (DeAM) (AFS Licence No. Jurisdictions 238165) and DRFM, which are all indirect wholly owned subsidiaries of Deutsche Bank AG (Deutsche Bank). This Explanatory Memorandum, the Overviews and the Cash Sale and Exchange Facilities Notices do not in any way constitute an offer At the time of the issue of Units described in this Explanatory of securities in any place other than Australia and New Zealand. Memorandum, DRFM will be the Responsible Entity of the Trusts and the issuer of the Units offered under this Explanatory Memorandum. None of this Explanatory Memorandum, the Overviews and the Cash Sale and Exchange Facilities Notices constitutes an offer of This Explanatory Memorandum is dated 27 August 2004 and was securities for sale in the United States (US) and the securities may lodged with the Australian Securities and Investments Commission not be offered or sold in the US absent registration or an exemption (ASIC) on that date. Application will be made within seven days from registration. No offering of securities will be made in the US after that date for quotation of the Stapled Securities on the by DRT. US Unitholders will be deemed to have elected to participate Australian Stock Exchange Limited (ASX). ASIC and ASX take no in the Cash Sale Facility in respect of all of their Units (see Section 3.7). responsibility for the contents of the Explanatory Memorandum, the Overviews or the Cash Sale and Exchange Facilities Notices. Disclosure about forward looking statements Units in the Trusts are not issued by Deutsche Bank This Explanatory Memorandum, the Overviews or Cash Sale and Exchange Facilities Notices include certain forecast financial Deutsche Bank and its subsidiaries do not guarantee the information that has been based on current expectations about future performance of the Trusts, the Units in any of them or distributions events. The forecast financial information is, however, subject to risks, by or repayment of capital of any of them. An investment in the uncertainties and assumptions that could cause actual results to differ Trusts is not an investment in, liability of or deposit with Deutsche materially from the expectations described in such forecast financial Bank or its subsidiaries. Obligations in respect of Units in the information. Factors which may affect future financial performance Trusts are not secured. Investment-type products are subject to include, among other things, those risks identified in Section 11, the investment risk, including possible delays in repayment and loss assumptions not proving correct and other matters not currently of income and capital invested. known to, or considered material by DBRE, DeAM and DRFM. No representations Actual events or results may differ materially from the events Unitholders should rely only on the information in this Explanatory or results expressed or implied in any forward looking statement Memorandum and their relevant Overview and Cash Sale and and deviations are both normal and to be expected. To the extent Exchange Facilities Notice. No person is authorised to give any permitted by law, none of DBRE, DeAM, DRFM, their officers, any information or to make any representation in connection with the person named in this Explanatory Memorandum, the Overviews or issue of Units in the Trusts that is not contained in this Explanatory Cash Sale and Exchange Facilities Notices and any person involved Memorandum, the Overviews or the Cash Sale and Exchange in the preparation of this Explanatory Memorandum, the Facilities Notices. Any information or representation that is not in Overviews or Cash Sale and Exchange Facilities Notices makes this Explanatory Memorandum or an Overview or Cash Sale and any representation or warranty (either express or implied) as to Exchange Facilities Notice may not be relied upon as being the accuracy or likelihood of fulfilment of any forward looking authorised by DBRE, DeAM, DRFM, Deutsche Bank or any statement, or any events or results expressed or implied in any associate of Deutsche Bank in connection with an offer of Units forward looking statement. You are cautioned not to place undue in the Trusts. Except as required by law and then only to the extent reliance on those statements. so required, none of DBRE, DeAM, DRFM, RREEF America, LLC The forward looking statements in this Explanatory (RREEF), Deutsche Bank or any associate of Deutsche Bank Memorandum, the Overviews and Cash Sale and Exchange warrants the future performance of the Trusts or any return on any Facilities Notices reflect views held only as at the date of this investment made pursuant to this Explanatory Memorandum. Explanatory Memorandum. This is not investment advice. You should seek your own financial advice The value of US Assets has been converted into A$ using an exchange rate of 0.7017 and the value of the asset in New Zealand The information provided in this Explanatory Memorandum, the at an exchange rate of 1.1136. Overviews and the Cash Sale and Exchange Facilities Notices has been prepared without taking into account your investment In this Explanatory Memorandum, all references to DRT’s total objectives, financial circumstances or particular needs. You should FUM of A$10.1 billion assumes: read the whole of this Explanatory Memorandum, the relevant Overview and the relevant Cash Sale and Exchange Facilities A$6.2 billion direct property portfolio, including all future Notice and consider all the risk factors that could affect the committed acquisitions and disposals referred to in this performance of DRT and the Stapled Securities and other Explanatory Memorandum, excluding minority interests; and information concerning the Stapled Securities in light of your own particular investment objectives, financial circumstances and A$3.9 billion third party FUM and other assets, assuming the needs before deciding whether to vote in favour of the transfer of the rights to manage that FUM, after consultation Resolutions. Past performance of the Trusts is no indication of and requisite consents, with effect from 1 October 2004. DBR5371_EM_Section_A1.qxd 25/8/04 10:35 PM Page 1 DB Real Estate Explanatory Memorandum & Product Disclosure Statement DB RREEF Funds Management Limited (ABN 24 060 920 783) as responsible entity of DB RREEF Operations Trust (ARSN 110 521 223) DB Real Estate Australia Limited (ABN 47 006 036 442) as responsible entity of Deutsche Diversified Trust (ARSN 089 324 541) Deutsche Asset Management (Australia) Limited (ABN 11 076 098 596) as responsible entity of Deutsche Office Trust (ARSN 090 768 531); and Deutsche Industrial Trust (ARSN 090 879 137) This document should be read in conjunction with the Overview and Cash Sale and Exchange Facilities Notice for the entity in which you hold your units which accompany this Explanatory Memorandum. This is an important document and requires your urgent attention. If you are in doubt as to what you should do, you should consult your investment, financial, taxation or other professional adviser. DBR5371_EM_Section_A1.qxd 25/8/04 10:35 PM Page 2 How to obtain a copy of this Explanatory Memorandum Printed Explanatory Memorandum Updating this Explanatory Memorandum Printed copies of this Explanatory Memorandum are Information contained in this Explanatory Memorandum is available free of charge up until the Unitholder Meetings subject to change from time to time and may be updated to persons in Australia by calling the Information Line by DBRE, DeAM and DRFM. on 1300 733 838 (within Australia) or +61 2 9240 7453 Any updated information will be available from (from outside Australia). www.dbrealestate.com/australia/proposal. Electronic and Printed A paper copy of the updated information can be obtained Explanatory Memorandum without charge by contacting the Information Line on 1300 733 838 within Australia or +61 2 9240 7453 A copy of this Explanatory Memorandum is available online (from outside Australia).