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Real estate asset manager Dexus (ASX: DXS) has lost a major NSW Supreme Court battle over its 27.3 per cent stake in Melbourne and Launceston Airports owner APAC, after a judge found the company committed a material breach of its shareholders' deed by sharing confidential information with foreign sovereign wealth funds.
Chief Judge in Equity David Hammerschlag has ruled that a default notice issued by APAC (Australia Pacific Airports Corp) against Dexus was valid, triggering a compulsory process that could force Dexus to offer the stake, which is valued at $4.5 billion, to remaining APAC shareholders at an assessed fair market value.
The breach related to Dexus's attempted sale of its APAC holding, during which confidential information was shared with Singapore's GIC and Abu Dhabi-based Mubadala, both sovereign wealth funds.
APAC shareholders led by Melbourne-based industry superannuation fund manager IFM Investors brought the allegations, arguing the disclosure violated the terms of the APAC shareholders' deed.
The legal battle currently playing out stems from a decision by some of the Dexus Bloc investors in 2024 to appoint Dexus to sell their interest in APAC.
Dexus manages a total real asset portfolio valued at $51.5 billion with the APAC stake, referred to as the Dexus Bloc, representing about 10 per cent of Dexus's third-party funds under management.
The stake generates around $15 million in post-tax management fees annually.
In an ASX release filed today, Dexus has hinted at a potential appeal against the Supreme Court ruling.
"Dexus and the Dexus Bloc shareholders are reviewing the judgment carefully to understand the court's findings and their implications and are considering grounds of appeal that may be available," says the company.
"If an appeal is intended to be filed, the Dexus Bloc shareholders may seek the further continuation of the injunction until the determination of the appeal, and may do so at the directions hearing listed on Friday, 5 June 2026.
"The potential impact of the judgment on Dexus is uncertain at this time given the continuation of the injunction and the unknown ultimate determination of any appeal that is filed."
Dexus also notes comments made in the judgment about "the conduct of specific employees". The judge is reported to have delivered a scathing rebuke to Dexus in his judgement.
"The Dexus board and management take matters of conduct very seriously and is closely considering the judgment and its impacts in this regard," says the company.
An injunction remains in place until 5 June 2026, temporarily preserving Dexus's governance rights within APAC and preventing a forced sale while the company weighs its legal options.
The ruling marks a significant escalation in a dispute that has been building for more than a year.
Dexus first secured an injunction to prevent the forced sale of its APAC holding in mid-2025, and a hearing was initially scheduled for August 2025 before being pushed back.
APAC, which handles Australia's second-busiest airport, reported strong results for the financial year ending 30 June 2025 with revenue of $1.42 billion, up 15.8 per cent, operating profit of $945.4 million, up 12.4 per cent, and profit after tax of $388.5 million.
The airport group invested $1.18 billion in capital projects during the period and handled 37.6 million passengers.
The Future Fund is also represented on the APAC board alongside IFM Investors, underscoring the weight of institutional capital aligned against Dexus in the dispute.
Should the ruling stand and the compulsory sale process proceed, Dexus's remaining APAC shareholders would have the right to acquire the Dexus Bloc at a fair market value determined through an independent assessment process outlined in the shareholders' deed.
Dexus has until 5 June to file any appeal.
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