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Property investment group Dexus (ASX: DXS) has secured an injunction against Australia Pacific Airports Corp (APAC) to prevent the forced sale of its 27.3 per cent stake in the owner of Melbourne and Launceston airports in the latest development of an emerging corporate stoush over the holding.
The battle was officially made public last Friday after Dexus revealed that it received notice from the APAC board alleging that the company breached confidentiality during the process of trying to sell part of its APAC shareholding to an undisclosed third party.
Through the notice, APAC warned Dexus that the breach had triggered the compulsory sale of the group's entire stake in the airport operator to existing shareholders, which include major fund managers IFM Investors, SAS Trustee Corporation and Australia’s Future Fund.
APAC said the compulsory sale to the remaining shareholders would be assessed at “fair market value” and lead to the “immediate suspension of certain governance, voting and information rights of Dexus Bloc shareholders”.
Dexus manages the investment in APAC on behalf of several stakeholders, including Dexus Diversified Infrastructure Trust and Dexus Wholesale Airport Fund. The group receives an annual fee of about $15 million for doing so.
In a bid to stop any moves to wrest its shareholding in APAC, Dexus filed a claim in the NSW Supreme Court contesting the validity of the notice.
The company announced today that it has secured an injunction against APAC which temporarily lifts the suspension of the governance, voting and information rights of the Dexus Bloc shareholders.
It also prevents any valuation of the Dexus Bloc shareholder interests from being finalised while the dispute is being determined, effectively preventing any forced sale of the group’s 27.3 per cent stake in APAC.
“The Injunction is to remain in place until the court makes its final ruling in the proceeding, which is scheduled to be heard on 11 and 12 August 2025,” says Dexus.
“In exchange for the Injunction, Dexus has committed to pay any damages that may arise to impacted parties in the event that its claim does not succeed (as is usual in exchange for orders of this kind).
“Dexus will continue to assess potential impacts of this matter and will provide further updates in accordance with its disclosure obligations.”
Should Dexus be forced to sell its shareholding in APAC, the impact on the group would be significant as it represents about 10 per cent of Dexus’s total third-party funds under management.
The legal battle currently playing out stems from a decision by some of the Dexus Bloc investors last year to appoint Dexus to sell their interest in APAC. Through that process, the APAC board is alleging that Dexus used a confidentiality deed poll and disclosed confidential information in the Dexus Bloc sale process in breach of the requirements under the APAC Shareholders’ Deed.
Dexus manages the largest combined shareholding in Melbourne Airport, and its investment in APAC comprises a significant portion of the group’s infrastructure investments which total $10.9 billion.
APAC, which is based in Melbourne, owns and operates Melbourne Tullamarine Airport and Launceston Airport which are both held on 50-year leases from the federal government.
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