Ashurst advises AURIEL in response to the proposed A$495m acquisition by CHAB Office Pty Ltd

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

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. 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 (Scheme).

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.

Ashurst advised AUIREL as responsible entity of AOF on all legal aspects of the Scheme including its response to the non-binding and indicative offers received from the Consortium and negotiation of key transaction

The Ashurst team was led by partner Sarah Dulhunty, 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).