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Frequently asked
questions

Below are some commonly asked questions about the Offer. This is not intended to address all relevant issues for Propertylink Securityholders. This section should be read in conjunction with the Target’s Statement.

If you have further questions in relation to the Offer, you can call the Propertylink Securityholder Information Line on 1300 889 468 (within Australia) or +61 2 8022 7954  (outside Australia) during the hours of 9:00am and 5:30pm (Sydney time), Monday to Friday (excluding national public holidays).

However, if you are in any doubt about how to deal with the Offer, you should contact your broker, financial adviser or legal adviser.

ESR is offering $1.20 in cash for each Propertylink Security held by you.

If you receive or become entitled to receive (or any previous holder of your Propertylink Securities received or became entitled to receive) distributions or benefits in respect of your Propertylink Securities on or after 12 November 2018, the amount or value of such distributions and benefits will be credited towards your entitlement to receive the Offer Price. The amount that ESR has to pay you is reduced by the amount or value of such distributions and benefits.

Accordingly, you will receive $1.164 per Propertylink Security from ESR, being $1.20 reduced by the amount of Propertylink’s 2019 Interim Distribution of 3.6 cents.

The Offer is subject to conditions. See section 6.3 of the Target’s Statement for further details.

The conditions to the Offer are:

  • ESR having a relevant interest in at least 50.1% of all Propertylink Securities;
  • no material regulatory action;
  • no material adverse change affecting the Propertylink Group;
  • no ‘prescribed occurrences’;
  • no material acquisitions, disposals, capital expenditure or changes in the conduct of business;
  • no material destruction or damage to properties;
  • no changes to the trustees, management, or constitutions of Propertylink Group Members;
  • no proposal impacting Wholesale Fund Management Rights;
  • no material litigation; and
  • no material changes to or defaults under financing arrangements or financing indebtedness.

See section 6.3 of the Target’s Statement for further details.

You do not get paid for your Propertylink Securities while the Offer is subject to conditions. If the conditions are not satisfied or waived before the Offer closes, the Offer will lapse. You would then be free to deal your Propertylink Securities even if you had accepted the Offer.

As a Propertylink Securityholder, you have the following choices in respect of your Propertylink Securities:

  • accept the Offer;
  • participate in the Acceptance Facility (if you are an Eligible Participant)
  • sell some or all of your Propertylink Securities on the ASX (unless you have previously accepted the Offer and you have not validly withdrawn your acceptance); or
  • do nothing and reject the Offer.

There are several implications in relation to each of the above choices. A summary of these implications is set out in section 5 of the Target’s Statement.

An Eligible Participant is defined as a professional investor who holds or beneficially owns at least 429,553 stapled securities in Propertylink.

ESR Australia have established an institutional acceptance facility (Acceptance Facility) open to Propertylink Securityholders who are professional investors (as defined in section 9 of the Corporations Act) that hold or beneficially own at least 429,553 Propertylink Securities (being the number of Securities with an aggregate value of at least $500,000 assuming a security price of $1.164).

The Acceptance Facility provides Eligible Participants with the ability to register their support for the Offer and their intention to accept the Offer before the Offer becomes or is declared unconditional.

The Directors unanimously recommend that you ACCEPT the Offer in the absence of a Superior Proposal.

The reasons for your Directors’ recommendation are set out in sections 2 and 4 of the Target’s Statement.

Each of the Directors has accepted the Offer for any Propertylink Securities that they own or control.

The Directors’ interests in Propertylink Securities are set out in section 9.1 of the Target’s Statement.

The Independent Expert has concluded that the Offer is fair and reasonable to Non-Associated Securityholders.

You are encouraged to read the Independent Expert’s Report, in Attachment 1 to the Target’s Statement in full.

You only have limited rights to withdraw your acceptance of the Offer, including if the offer is varied in a way that extends the time for payment by more than one month.

See section 6.8 of the Target’s Statement for further details.

The Offer has been extended by ESR and is presently scheduled to close at 7:00pm (Sydney time) on 28 February 2019, but the Offer Period can be further extended in certain circumstances.

See section 6.5 of the Target’s Statement for details of the circumstances in which the Offer Period can be extended.

If you held Propertylink Securities at the Record Date of 31 December 2018 you will receive the 2019 Interim Distribution of 3.6 cents per Security. The distribution will be paid on 31 January 2019.

However, the amount of this distribution will be credited towards your entitlement to receive the Offer Price, and the amount that ESR has to pay you will be reduced by the amount of the distribution. Accordingly, if you accept the Offer you will receive $1.164 per Security from ESR, being the $1.20 reduced by the Interim Distribution of 3.6 cents.

No. You cannot accept the Offer for only some of your Propertylink Securities. You may only accept the Offer for all of your Propertylink Securities.

However, if you hold one or more parcels of Propertylink Securities as trustee or nominee, you may accept the Offer as if a separate offer had been made in relation to each of those parcels and any parcel you hold in your own right.

If you accept the Offer, you will have to wait for the Offer to become unconditional before you will be sent your consideration for your Propertylink Securities from ESR.

ESR will generally pay you the Offer Price within the earlier of:

  • 20 Business Days after the date you accept the Offer, or, if the Offer is subject to a Condition when you accept the Offer, within 20 Business Days after the Offer becomes unconditional; and
  • 21 days after the end of the Offer Period.

See section 6.9 of the Target’s Statement for further details on when you will be sent your consideration.

A general outline of the tax implications of accepting the Offer is set out in section 10 of the Target’s Statement.

As the outline is general in nature only, Propertylink Securityholders are encouraged to seek their own specific professional advice as to the taxation implications applicable to their circumstances.

The trading price of Propertylink Securities on the ASX is likely to vary during the Offer Period.

You can check the market price for all ASX quoted securities by visiting www.asx.com.au. The ticker for Propertylink Securities on the ASX is ‘PLG’.

Contacts

If you have further questions in relation to the Offer, you can call the Propertylink Securityholder Information Line on 1300 889 468 (within Australia) or +61 2 8022 7954 (outside Australia) during the hours of 9:00am and 5:30pm (Sydney time), Monday to Friday (excluding national public holidays).

Within Australia

Outside Australia