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Transaction Reports Bertelsmann and Pearson

Bertelsmann and Pearson to Merge Trade-Book Publishing Companies

The international media groups Bertelsmann and Pearson recently announced their plans to combine the activities of their respective trade-book publishing companies, Random House and Penguin Group. Bertelsmann will own 53%, Pearson 47%. The closing of the transaction is scheduled to take place in the second half of 2013, following regulatory approval.

The new publishing group will include all the publishing divisions and imprints of Random House and Penguin in the United States, Canada, the United Kingdom, Australia, New Zealand, India, South Africa, as well as Penguin's publishing company in China, and Random House's Spanish- language publishing operations in Spain and Latin America. In the new company, the publishing imprints of Random House and Penguin will continue to publish their books with the autonomy they presently enjoy, and retain their distinct editorial identities.

Bertelsmann Chairman & CEO Thomas Rabe said: “With this planned combination, Bertelsmann and Pearson create the best course for the future of our world-renowned trade-book publishers, Random House and Penguin, by enabling them to publish even more effectively across traditional and emerging formats and distribution channels. It will build on our publishing tradition, offering an extraordinary diversity of publishing opportunities for authors, agents, booksellers, and readers, together with unequalled support and resources.”

Markus Dohle, Chairman & CEO of Random House, added: “I deeply believe that the support and services that we will be able to offer, coupled with the creative and editorial independence that we will continue to maintain, will benefit everyone in the book publishing environment, especially our passionate readers from today's generation to the next.”

Bunnings Warehouse

Charter Hall Group and Telstra Super Acquire National Portfolio of Bunnings Warehouse

Charter Hall Group announced that jointly with Telstra Super, it has entered into a contract to acquire a national portfolio of recently completed Bunnings Warehouse retail stores for $176 million from Bunnings. Charter Hall and Telstra Super have also agreed to acquire a $30.7 million Bunnings anchored property at Stafford in metropolitan Brisbane from the Charter Hall managed Direct Retail Fund.

The combined $207 million portfolio purchase reflects an initial acquisition yield of 7.6% post acquisition costs and provides 3% per annum rental increases. The Stafford property has further expansion potential and benefits from a weighted average lease expiry (WALE) of 8.5 years.

The portfolio will be held within a newly established unlisted wholesale partnership (BP Fund) owned 90% by Telstra Super and the remaining 10% equity (amounting to $10.8 million) held by the Charter Hall Property

118 www.finance-monthly.com

Trust co-investment portfolio. BP Fund will progressively draw $105 million from a new debt facility which together with the total equity commitment of $108 million will complete the transaction, transaction costs.

including Legal advisor to Charter Hall Group and Telstra Super:

Charter Hall's Joint Managing Director, David Harrison, said: “We are pleased to secure such a high quality portfolio of recently completed properties designed and developed by Bunnings”

Telstra Super CEO, Martin Crowe, added: 'The investment provides the defensive investment characteristics sought by TelstraSuper in investing in direct property. Our members will receive a consistent income stream from a quality tenant over a medium to long term”

The acquisition of the Bunnings portfolio, due to complete in the last quarter of 2012, increases Charter Hall's managed Australian retail property portfolio to $2.3 billion, with approximately 2,500 tenants and circa 900,000 square meters of lettable area.

These announcements appears as a matter of record only Legal advisor to Bunnings:

Charter Hall Group and Telstra Super

acquire national portfolio of Bunnings Warehouse

Bertelsmann and

Pearson to merge book businesses

Legal advisors to Bertelsmann:

Legal advisors to Pearson:

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