Dexus, one of Australia’s largest commercial property managers, is facing the potential forced sale of its near-30% stake in Melbourne Airport after the airport’s board accused it of breaching confidentiality obligations during a shareholder divestment process.
In an ASX announcement on Thursday, Dexus said the board of Australia Pacific Airports Corporation (APAC), the private company that owns both Melbourne and Launceston Airports, had sent it a notice alleging it breached a confidentiality deed poll and shared sensitive information in violation of its shareholders agreement.
IMF Investors, a 25.2% owner, is reportedly spearheading the revolt, backed by Future Fund and other APAC shareholders.
‘Dexus Bloc’ threatened
Dexus acts as trustee and manager for a group of investors collectively holding about 27% of APAC, known as the Dexus Bloc. In 2024, the ASX-listed property group was appointed to manage a sale process for some of these investors’ shares.
If upheld, the breach notice would trigger a compulsory sale process requiring the Dexus Bloc to offer its shares to the remaining APAC shareholders at a fair market value. It would also immediately strip Dexus of certain governance, voting and information rights in relation to APAC.
The company has strongly denied any wrongdoing.
“Dexus intends to dispute the validity of the notice, has always acted in good faith, and will vigorously defend its position and its clients’ interests,” it said.
Tightly held market
The Melbourne Airport stake is considered a key asset within Dexus’ $53.4 billion platform. It acquired the stake in 2023 after buying AMP’s Collimate Capital local infrastructure equity business.
The Dexus Bloc represents about 10% of its third-party funds under management and contributes about $15 million in post-tax management fees annually, before costs.
Analysts say the dispute highlights tensions in Australia’s tightly held airport infrastructure market, where major stakes are rarely traded and governance arrangements between long-term investors can be sensitive.
Assessing impacts
Dexus said it is continuing to assess the potential impacts of the dispute and will update the market as needed.
The $7.8 billion property manager has evolved in recent years from a traditional office landlord into a diversified real asset platform, spanning office industrial, healthcare, infrastructure and retail sectors. Its airport investment sits within its broader funds management arm, which manages $38.9 billion on behalf of institutional and wholesale clients.
Shares in Dexus were down as much as 3% in Friday trading following the announcement.