General Property Trust/Macquare Office Trust to Acq. TPS

Document date:  Thu 08 Nov 2001
Published:  Thu 08 Nov 2001 18:39:56
Document No:  248700
Document part:  A
Market Flag:  N
Classification:  Intention to Make Takeover Bid 

GPT SPLIT TRUST                               2001-11-08  ASX-SIGNAL-G

HOMEX - Sydney                                                        

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GPT Management Limited (GPTML), as Responsible Entity for General
Property Trust (GPT), in conjunction with Macquarie Office Management
Limited (MOML), as Responsible Entity of Macquarie Office Trust
(MOT), today announced a cash offer of $4.05 per unit for all the
issued units in the 2 Park Street Trust (TPS).

On completion of the transaction, which is to be effected by way of a
unitholder approved scheme, GPT and MOT will each hold a 50% interest
in TPS. GPT currently owns 16.4% and MOT 17.8% of TPS. On acquisition
GPT and MOT will be entitled to TPS' accrued distribution (estimated
to be 7 cents per unit) for the six months to December 2001 and will
also assume the debt of TPS.

The Board of James Fielding Investments Limited (JFI), the
Responsible Entity of TPS, has informed GPTML that it intends to
recommend acceptance of the offer, in the absence of a higher offer.

The offer price, of $4.05 per unit, represents a premium of 8.0% to
yesterday's closing price for TPS units and 11.3% to the three month
volume weighted average price for TPS units. GPT acquired its current
interest in TPS in July 2001 for $3.75 per unit.

Based on the net consideration of $3.98 per unit ($4.05 less
distribution estimated at 7 cents per unit), GPT's average price for
TPS will be $3.90 per unit. GPT's total cost will be approximately
$260 million for 50% of TPS.

JFI has advised GPT that the two major unitholders of TPS, Cavalane
Holdings Pty Limited and ANZ, who own 23% and 35% of TPS
respectively, have indicated that their current intention is to vote
in favour of the proposal, in the absence of a higher offer.

Nic Lyons, Chief Executive of GPTML said: "The offer represents an
opportunity for TPS unitholders to realise value for their investment
in a security which has limited liquidity, at a premium to market
price."

"TPS owns only one asset and in its current position, would remain
constrained from capturing sector growth due to a high cost of
capital and relatively high debt."

"The acquisition is also positive for GPT unitholders, as it provides
exposure to a high quality office asset in the Sydney CBD which fits
the template for GPT's Office Portfolio and will slightly increase
GPT's earnings per unit."

"Importantly, this is an opportunity to further increase our exposure
to the Sydney office market."

"Despite a recent slow down in the rate of rental growth, the Sydney
office market remains one of our preferred markets and retains strong
long term fundamentals," Mr Lyons said.

The sole asset of TPS is the Citigroup Centre, located at 2 Park
Street, Sydney. The Citigroup Centre is a premium grade office tower
situated in the mid-town district of the Sydney CBD. The 47 level
building includes 74,090 sqm of office space and four levels of
basement parking for 256 cars. The office space has large floor
plates of 1,770 sqm and the upper floors boast 360 degree views of
the city and harbour. A retail podium, 'The Galeries Victoria', which
houses 70 specialty retailers, is owned by Ipoh via a separate
stratum. A recent valuation, undertaken by Jones Lang LaSalle for GPT
and MOT, valued the office component of the building at $535 million.

The building is currently 89% leased, having been completed in July
2000 and progressively leased. Major tenants include Citigroup
(occupying 46% on a 14 year lease) and Gilbert & Tobin (occupying 11% 
on a 12 year lease). Active leasing over the last 12 months has
decreased vacancy to 8,200 sqm, largely in the high rise. While this
vacancy represents some short-term leasing exposure it does not
significantly change the lease expiry profile of the GPT Office
Portfolio.

Tony Cope, GPT's Office Portfolio Manager, said: "The Citigroup
Centre offers a rare opportunity to acquire high grade office space
in the Sydney market. This addition to GPT's existing quality Office
Portfolio provides GPT with further exposure to the office sector,
creating a Portfolio with a value over $2.4 billion."

"The Citigroup Centre provides an opportunity for the Office
Portfolio to continue its strategy of owning premium quality assets
in preferred markets with long-term leases and quality tenants."

"Our research has identified the Sydney office market as one with a
continued positive outlook and it is not often that the opportunity
arises to acquire such high quality contemporary Space in the Sydney
CBD," Mr Cope said.

On successful completion, GPT would have total assets of over $6.0
billion (excluding the proposed acquisition of the Homemaker Retail
Group). GPT's balance sheet strength will be maintained with Net
Tangible Asset Backing (NTA) remaining at $2.58 per unit.

GPT has the capacity to fund the acquisition through a combination of
the proceeds of recent asset sales and existing debt facilities.

Following the acquisition, TPS will be de-listed and managed by a
newly incorporated company jointly owned by GPTML and MOML.

Implementation of the proposal is dependent an approval by a meeting
of TPS unitholders, expected to be held in December 2001.

ENQUIRIES

For further information please contact:

Nic Lyons                         Tony Cope
CHIEF EXECUTIVE                   OFFICE PORTFOLIO MANAGER
(02) 9237 5816                    (02) 9236 6003
0401 719 899                      0428 123 040

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