SYDNEY-Lend Lease Corp. Ltd. says two recent media reports regarding Lend Lease intended holding of Unstapled Units in General Property Trust as part of the merger “incorrectly” refer to the arrangement as a “poison pill.” In explaining why, the company says its holding of the unstapled units is an “internal funding arrangement within the merged group” rather than an external ownership interest across the merged group. Moreover, Lend Lease says the Unstapled Units can not separately be traded without new regulatory approvals. The only economic interests that may be traded in the merged group are the Stapled Securities that are listed on the Australian Stock Exchange.”The unstapled units form a different class of securities to the proposed Stapled Securities and, as a result, could not form a blocking stake against a takeover offer for the merged group,” according to a statement on the company’s Web site. “A bidder could achieve a 50.1% controlling holding or a 90% compulsory acquisition stake in the stapled securities without making an offer for the Unstapled Units, whether they are held by Lend Lease or any other party.”As part of the merger, GPT unitholders will receive $1,311 million in cash through the combination of a “cash-out facility” and a special distribution. This will be funded through Lend Lease subscribing for new units in GPT, which will differ from all other GPT units as they will not be stapled to Lend Lease shares. In order to hold the unstapled units, Lend Lease obtained a waiver from the Australian Stock Exchange to Listing Rule 2.4. “This waiver was granted by the ASX on the condition that Lend Lease neither sells nor transfers the unstapled units to any third party outside the merged group,” according to the statement. “This condition would prevent Lend Lease from selling or transferring the unstapled units to any other party without gaining ASX permission.”

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