Charter Hall Office REIT (CQO)
Charter Hall Office REIT is now delisted.
Final Contingent Payment
Annual Tax Statements
You will not receive an annual tax statement for the year ended 30 June 2013 and should refer to the Taxation Implications for Unitholders set out on pages 54-63 of the Explanatory Memorandum to assist in completing your 2013 tax return, or consult your tax advisor.
30 June 2012 Annual Tax Statements for Charter Hall Office REIT were mailed to investors on the 15 August 2012. Please contact Link Market Services on 1300 303 063 should you have any queries concerning your 30 June 2012 Annual Tax Statement.
Charter Hall Office REIT (CQO) is now delisted
At a meeting held on 15 March 2012, unitholders in the Charter Hall Office REIT (CQO) approved a proposal whereby Reco Ambrosia Pte Ltd (an affiliate of Government of Singapore Investment Corporation Pte Ltd), the Canadian Public Sector Pension Investment Board and a member of the Charter Hall Group (collectively known as the Bidders) or their nominees would acquire all the units in CQO except certain of those held by the Bidders or their associates (Proposal).
Unless otherwise defined, capitalised terms used on this webpage have the meaning given in the Explanatory Memorandum dated 10 February 2012.
The Proposal was implemented on 30 April 2012 (Implementation Date) and CQO was removed from the official list of ASX on 1 May 2012.
On or around the Implementation Date:
- Scheme Unitholders were paid $2.49 per CQO unit
- Eligible Unitholders were paid the second US Sale Distribution of $0.60 by CQO (the first US Sale Distribution of $0.48 per unit was paid on or around 8 March 2012); and
- The Bidders paid US$34 million into the Escrow Account maintained and operated by the Escrow Agent (Charter Hall Escrow Agent Pty Limited (ACN 111 041 564)).
Following implementation of the Proposal, the Bidders may also pay additional amounts into the Escrow Account as explained in detail in section 3.2(c) of the Explanatory Memorandum.
Scheme Contingent Consideration (updated 25 September 2014)
A summary of Unitholder payments was provided to Eligible Unitholders by letter dated 21 November 2012. In that letter, the total Scheme Contingent Consideration payment was estimated to be at least 9.0 cents per unit. We now confirm that this estimate is unchanged.
The Initial Contingent Consideration of 7.257 cents per unit was paid on 16 November 2012.
The next payment, being the US Tax Contingent Consideration, was 1.638 cents per unit and was paid to Eligible Unitholders on Friday 12 April 2013. A payment advice and further information was mailed on the same day.
A summary of all Scheme Contingent Consideration payments, including the US Tax Contingent Consideration payment, is set out below.
Type of Payment
Estimated date of dispatch
Cents per unit
|Initial Contingent Consideration (paid)||16 November 2012||7.257c|
|US Tax Contingent Consideration (paid)||12 April 2013||1.638c|
|Estimated Final Contingent Consideration*||6 April 2018||0.4128c|
The Escrow Agent will pay amounts out of the Escrow Account pro rata to Eligible Unitholders at certain dates, after applying amounts in that account to meet any liabilities for Relevant Claims and Costs, as explained in detail in section 3.2(c) of the Explanatory Memorandum. More information about the composition of the Escrow Account and the role of the Escrow Agent (Charter Hall Escrow Agent Pty Limited (ACN 111 041 564)) is contained in sections 3.2 and 3.4 of the Explanatory Memorandum.
*The Scheme Contingent Consideration may be reduced by the amount of certain claims, liabilities and expenses in accordance with the terms of the Scheme Implementation Agreement dated 31 December 2011. The timing of any payments of Scheme Contingent Consideration is subject to a number of variables, including whether any Relevant Claims (as defined in the Explanatory Memorandum) have arisen. Accordingly, there can be no assurance that any or all the Scheme Contingent Consideration will be paid on the dates specified.
Tax impacts for unitholders
Please refer to page 54 of the Explanatory Memorandum which provides a general tax summary for Scheme Unitholders from Greenwood & Freehills, however investors are encouraged to seek independent tax advice.
We have provided the following illustrative examples to assist you in determining your income tax liability based on the following assumptions:
The cost base for the sample Unitholder, after any adjustments arising from the half year Distributions, is either $2.00 or $4.00 per unit; The US Sales Distributions received prior to the Implementation Date $1.08 are 100% tax deferred;Scheme Contingent Consideration has an estimated market value of $0.08 as at Implementation Date; Scheme Unitholders will receive consideration of an estimated $0.09 in the 2013 income year in respect of the earnout right (the Scheme Contingent Consideration – rather than the estimated market value of $0.08; The entire amount of the Implementation Distribution of $0.6568 is 100% tax deferred.
Click here for tax examples.
CQO Contingent Consideration Committee (CQO Committee)
The CQO Committee is a committee established by the board of Charter Hall Office Management Limited (in its former role as responsible entity of CQO) before the implementation Date, with responsibility for, amongst other things, determining whether any Scheme Contingent Consideration amounts are payable to Eligible Unitholders out of the Escrow Account, calculating the Scheme Contingent Consideration amounts to be paid to Eligible Unitholders and providing directions to the Escrow Agent to make payments out of the Escrow Account. The role of the CQO Committee is more fully set out in section 3.6 of the Explanatory Memorandum.
What to do if you have a complaint about the operation of the Escrow Account
Please contact us so that we can address your complaint:
Charter Hall Office Management Limited
GPO Box 2704, Sydney NSW 2001
Call: 1300 365 585 (local call cost)
Fax: (02) 8908 4040
External dispute resolution In the event that the matter cannot be resolved within a reasonable period of time (usually 45 days) or you are not satisfied with our response, you can seek assistance from the Financial Ombudsman Service Limited (FOS). FOS provides a free and independent dispute resolution service to our investors. FOS's contact details are below:
Financial Ombudsman Service
GPO Box 3
Melbourne VIC 3001