Abacus Property Group and Charter Hall Group’s A$495 Million Proposed Acquisition Of All The Outstanding Units In Australian Unity Office Fund

Ashurst has advised Australian Unity Office Fund in relation to the proposed acquisition by Abacus Property Group and Charter Hall Group of all of the outstanding units in AOF by trust scheme.

Ashurst represented Australian Unity Investment Real Estate Limited in the matter, as responsible entity of AOF.

This transaction follows earlier proposals received from Starwood Capital in late 2018 which were ultimately rejected by the independent directors of AUIREL as responsible entity of AOF, and continues a trend of recent M&A activity in the A-REIT sector.

AUIREL and CHAB have entered into a Scheme Implementation Agreement (SIA)pursuant to which it is proposed thatCHAB, a special purpose vehicle established by the Consortium, will acquireall of the issuedunits inAOF that it does not already holdby way of a trust scheme.

AOF is an ASX-listed REIT that wholly owns a diversified portfolio of nine office properties located across Australian metropolitan and CBD markets in Sydney, Adelaide, Melbourne, Brisbane and Canberra. AOF has significantly outperformed the A-REIT 300 Index since its IPO in June 2016, which has resulted in interest from potential acquirers.

Under the Scheme, AOF unitholders will receive $3.04 cash per unit, reduced by any distribution announced or paid in respect of AOF other than the 3.95 cent per unit distribution announced on 21 June 2019. The Scheme is subject to several conditions precedent including approval by the requisite majorities of AOF unitholders, receipt of judicial advice and an Independent Expert concluding that the Scheme is in the best interests of AOF unitholders. The Scheme, valued at A$495million, is expected to occur on or around November 18, 2019.

The independent directors of AUIREL have unanimously recommended that AOF unitholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of AOF unitholders.

The Ashurst team was led by partner Sarah Dulhunty (Picture), who was assisted by lawyers Lee-Anne Yeo, Hannah Morrow, Florence Tan and John O’Connell (Corporate); partner Ian Kellock and counsel Bronwyn Kirkwood (Tax); partner Jock O’Shea, counsel Nichola Shaw and lawyer Rebecca Dang (Finance); partner Andrew Harpur and senior associate Thomas Storer (Dispute Resolution); and partner Mark Disney and senior associates Matthew Taylor and Carol Kahler (Projects & Real Estate).

Involved fees earner: Rebecca Dang – Ashurst; Mark Disney – Ashurst; Sarah Dulhunty – Ashurst; Andrew Harpur – Ashurst; Carol Kahler – Ashurst; Ian Kellock – Ashurst; Bronwyn Kirkwood – Ashurst; Hannah Morrow – Ashurst; John O’Connell – Ashurst; Jock O’Shea – Ashurst; Nichola Shaw – Ashurst; Thomas Storer – Ashurst; Florence Tan – Ashurst; Matthew Taylor – Ashurst; Lee-Anne Yeo – Ashurst;

Law Firms: Ashurst;

Clients: Australian Unity Office Fund;

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Author: Michael Patrini