Investa Office Fund (ASX code: IOF) is an ASX-listed real estate investment trust (A-REIT) and is included in the S&P/ASX100 index

The fund is a leading owner of investment grade office buildings and receives rental income from a tenant register comprising predominantly government and blue chip tenants. IOF has total assets under management of $4 billion, with 20 investments located in core CBD markets throughout Australia.

IOF investors can view the latest financial results, investor presentations and fund news and learn more about IOF’s structure, history and strategy within this section. Investors can also securely access unitholding information and update their details through the Investor Login.

ILFML Board unanimously recommends Oxford proposal to acquire IOF for $5.60 per unit

Investa Listed Funds Management Limited (ILFML) as responsible entity of the Investa Office Fund (IOF) refers to its announcement on 15 October 2018 stating that it had commenced the matching rights process under the Blackstone scheme implementation agreement, giving Blackstone the opportunity to provide a matching or superior offer to the binding proposal received from Oxford Properties Group (Oxford) to acquire 100% of the units in IOF for cash consideration of $5.60 per unit, to be implemented by way of trust scheme (Oxford Proposal).

Change in ILFML Board recommendation

Blackstone has advised ILFML that it will not provide a matching or superior offer to the Oxford Proposal. As the ILFML Board has determined that the Oxford Proposal is a 'superior proposal' [1] to the Blackstone proposal, the ILFML Board has now withdrawn its recommendation of the Blackstone proposal.

ILFML has terminated the Blackstone scheme implementation agreement and has entered into a scheme implementation agreement with Oxford in relation to the Oxford Proposal. The Directors of ILFML unanimously recommend that IOF unitholders vote in favour of the Oxford Proposal, in the absence of a 'superior proposal' [2] and subject to the independent expert concluding that the Oxford Proposal is in the best interests of unitholders.  Subject to these same qualifications, each of the ILFML Directors intends to vote all IOF Units that they hold or control in favour of the Oxford Proposal. The change in the ILFML Board's recommendation will give rise to an obligation to pay a break fee of approximately $32 million to Blackstone under the Blackstone scheme implementation agreement.

A copy of the Oxford scheme implementation agreement is attached to this announcement. Accordingly, the Blackstone proposal will not proceed.

Summary of the Oxford Proposal

The cash consideration under the Oxford Proposal of $5.60 per unit values IOF at a market capitalisation of $3.35 billion, and represents an attractive premium to the trading price of IOF units prior to announcement of the Blackstone proposal, as follows:

  • 23.1% premium to IOF's ex-distribution price of $4.55 per IOF unit on 25 May 2018, being the last trading day prior to announcement of the Blackstone proposal;
  • 26.1% premium to the 1 month VWAP up to 25 May 2018 of $4.44 per IOF unit; and
  • 28.7% premium to the 3 month VWAP up to 25 May 2018 of $4.35 per IOF unit.
Commenting on the Oxford Proposal, ILFML Chairman Richard Longes said, "The Oxford Proposal, which is all cash, priced at a premium to NTA and a premium to the offers received from Blackstone for IOF, represents a superior value proposition. This is an excellent opportunity for IOF unitholders to crystallise their investment in IOF at an attractive and certain price." Penny Ransom, IOF's Fund Manager added: "It is very satisfying to see the considerable value that we have created from our portfolio."

Oxford Proposal Conditions

The Oxford Proposal is conditional upon a number of matters set out in the Oxford scheme implementation agreement, including approvals by the requisite majorities of IOF unitholders and the Court, no material adverse change, prescribed occurrence or breach of warranty in relation to IOF, as well as approval from Australia's Foreign Investment Review Board. The Oxford scheme implementation agreement includes terms and conditions customary for a transaction of this nature, including exclusivity arrangements and provisions for payment of a break fee of approximately $33.5 million in certain circumstances.

Independent Expert

ILFML has appointed KPMG Corporate Finance as the independent expert to prepare a report opining on whether the Oxford Proposal is in the best interests of IOF unitholders. The independent expert's report will be included in the explanatory memorandum to be sent to IOF unitholders.

Indicative Timetable

IOF unitholders do not need to take any action at the present time. IOF unitholders will receive an explanatory memorandum in relation to the Oxford Proposal in due course. This will include a more detailed explanation of the Oxford Proposal, including the reasons for the ILFML Board's recommendation, along with a copy of the independent expert's report.

A meeting of IOF unitholders is expected to be held in early December to consider the Oxford proposal, with implementation scheduled to occur later in the same month.

In order for the Oxford Proposal to be implemented, IOF unitholders eligible to vote must approve each resolution at the meeting by the requisite majorities, including the resolution to amend the IOF constitutions which must be approved by eligible unitholders representing at least 75% of the units voted at the meeting (in person or by proxy).
 

[1] As defined in the  Blackstone scheme implementation agreement dated 12 June 2018 (as amended).
[2] As defined in the Oxford scheme implementation agreement dated 18 October 2018.

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Fund snapshot
as at 30 June 2018
$4.4 billion
Assets under management (AUM)
20
Investments
4.9 yrs
Weighted average lease expiry
97%
Occupancy
Portfolio
Portfolio

Learn more about the office assets owned by IOF and their recent performance 

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Performance, Reports & Presentations
Performance, Reports & Presentations

Access current and past results presentations, reports and IOF Property Portfolio publications

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Key dates
Key dates

Review key distribution and reporting dates for IOF 

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Distributions & Tax
Distributions & Tax

View information about tax and distribution payment dates 

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Strategy
Strategy

IOF delivers attractive risk-adjusted returns by investing in high quality Australian CBD office assets. The fund is positioned strongly in a competitive marketplace, with the capability to lease-up and renew tenants ahead of market expectations, re-position assets and maximise returns by managing the debt and equity base of the fund.

More about IOF
Board

Investa Listed Funds Management Limited (ILFML) is the responsible entity for IOF, and operates under the Australian Financial Service License (AFSL) 401414. The Board of ILFML consists of a majority of independent non-executive directors.
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Governance

View documents relating to IOF’s corporate governance, including relevant charters, policies and code of conduct.


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Management

IOF is managed by Investa Listed Funds Management Limited (ILFML), which is the Responsible Entity of IOF. ILFML is part of Investa Property Group. IOF is an externally managed Real Estate Investment Trust (REIT) and pays a fee to ILFML as manager, to cover all resource and administration expenses.

ASX Announcements

Read the latest ASX Announcements regarding IOF.


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IOF Sustainability

IOF's sustainability approach ensures the fund remains a global leader in responsible investment through active management of environmental, social and governance (ESG) risks and opportunities. 
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FAQs

Read answers to frequently asked questions relating to IOF



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Fund History
The Armstrong Jones Office Fund began as an unlisted property trust in September 1984, and was first listed and managed by Armstrong Jones Management Limited (part of Armstrong Jones) in April 1992. Armstrong Jones and its related entities were later purchased by Mercantile Mutual in 1996.
 
The Prime Credit Property Trust was listed on the ASX in May of 1994 and the management rights were purchased by Heine Management Ltd from Babcock & Brown Management Limited in 1995.
 

Mercantile Mutual, the parent company of Armstrong Jones, acquired Heine Management Limited in 1999 and began integration of the two management businesses.

After the acquisition by Mercantile Mutual of Heine Management Limited, Prime Credit Property Trust was evaluated as containing a complementary group of properties and utilising similar investment strategies to the Armstrong Jones Office Fund. This alignment provided an ideal opportunity to merge Armstrong Jones Office Fund and Prime Credit Property Trust in December of 1999. This merger resulted in both AJO and PCP being delisted from the ASX with a new stapled security listed as the Armstrong Jones Office Group from January of 2000, with total merged assets of $1.2bn.

One year later, in February of 2001, Mercantile Mutual and its subsidiaries underwent a change of name to ING. In alignment with this name change the Armstrong Jones Office Group was renamed the ING Office Fund (ASX:IOF).
 

Ten years later, in 2011, ING made the decision to sell the management rights of IOF to Investa Property Group resulting in a change of the Responsible Entity which was approved by unitholders. In line with the transfer ING Office Fund was renamed the Investa Office Fund, and the new Responsible Entity Board adopted a market leading initiative to base the Responsible Entity fee on IOF’s market capitalisation, as opposed to gross assets. The strategy of IOF was refined and the Fund was to refocus on 100% Australian assets after an orderly sale of offshore interests of assets in the US and Europe. IOF continues to establish itself as Australia’s best performing CBD office fund with a diverse portfolio of high performing investment grade office assets to deliver enhanced Unitholder returns.

For all individual unitholder queries please contact:
 

Link Market Services Limited


Locked Bag A14
Sydney South NSW 1235

Phone: Freecall +61 1300 851 394
Fax: +61 2 9287 0303
Email: investa@linkmarketservices.com.au
Website: www.linkmarketservices.com.au

For analysts and institutional investors please contact IOF’s Investor Relations team:
 

Investa Office Fund


Level 30
420 George Street
Sydney NSW 2000

Phone: Freecall 1300 130 231 (within Australia) or +61 2 8226 9497 (outside Australia)
Fax: +61 2 9844 9341
Email: investorrelations@investa.com.au