WESTFIELD GROUP
Westfield Retail Trust (ASX:WRT) announces that at the resumed meetings of WRT securityholders held today (Meetings), WRT securityholders approved the proposed merger of WRT with Westfield Group's Australian and New Zealand business to form a new entity called Scentre Group ("the Proposal"). WRT announces that each resolution proposed at the Meetings was passed by the requisite majorities.
The Proposal remains subject to a number of conditions, including WRT obtaining judicial advice from the Supreme Court of NSW at the Second Court Hearing scheduled to be held on Monday, 23
June 2014. If the judicial advice is obtained at the Second Court Hearing and all of the other
conditions are satisfied or waived, the Record Date for the Proposal, the Capital Return and the
Westfield Retail Trust distribution for the period from 1 January to 30 June 2014 is expected to be
7.00pm AEST on Friday, 27 June 2014.
The new Scentre Group securities are expected to commence trading on the ASX on a deferred settlement basis from Wednesday, 25 June 2014 and on a normal basis from Thursday, 3 July 2014.
The Chairman, Richard Warburton AO, LVO said after the meeting, "We are pleased that WRT Securityholders have approved the merger proposal. Scentre Group will be an industry leading, internally managed retail property group with the best quality retail portfolio and we look forward to the exciting new opportunities that Scentre Group will provide for securityholders."
VOTING RESULTS
Resolution 1 which was proposed at the meetings held on 29 May 2014 was to ratify the continuing appointment of Andrew Harmos as a Director of WRT. This resolution was passed on 29 May 2014 by the requisite majority of more than 50%.
Resolution 2 at the Meetings was an ordinary resolution to approve the Proposal for all purposes. This resolution was passed by the requisite majority of more than 50%.
Resolution 3 at the Meetings was a special resolution to approve amendments to the constitution of Westfield Retail Trust 1. This resolution was passed by the requisite majority of more than
75%.
Resolution 4 at the Meetings was a special resolution to approve amendments to the constitution of Westfield Retail Trust 2. This resolution was passed by the requisite majority of more than
75%.
Resolution 5 at the Meetings was a ordinary resolution to approve the termination of the corporate governance deeds. This resolution was passed by the requisite majority of more than 50%.
In accordance with ASX Listing Rule 3.13.2, the following information is provided in respect of the resolutions proposed at the Meetings, as set out in the Notice of Meeting in Annexure A of the Securityholder Booklet. The information in respect of Resolution 1 which was passed at the meetings held on 29 May 2014 was announced by WRT on 29 May 2014 but is also included below for completeness.
The votes were conducted on a poll.
Votes cast on each of the resolutions considered at the Meetings were as follows:
Number of Votes | % of Votes | |
Resolution 1 - Ratification of continuing appointment of Andrew Harmos as a Director (passed on 29 May 2014) | ||
Votes cast 'FOR' the resolution | 2,152,490,008 | 92.39% |
Votes cast 'AGAINST' the resolution | 177,220,628 | 7.61% |
TOTAL VOTES | 2,329,710,636 | 100% |
Resolution 2 - Approval of the Proposal for all purposes | ||
Votes cast 'FOR' the resolution | 1,831,397,522 | 76.09% |
Votes cast 'AGAINST' the resolution | 575,555,013 | 23.91% |
TOTAL VOTES | 2,406,952,535 | 100% |
Resolution 3 - Amendments to the constitution of Westfield Retail Trust 1 | ||
Votes cast 'FOR' the resolution | 1,831,245,188 | 76.09% |
Votes cast 'AGAINST' the resolution | 575,353,012 | 23.91% |
TOTAL VOTES | 2,406,598,200 | 100% |
Number of Votes | % of Votes | |
Resolution 4 - Amendments to the constitution of Westfield Retail Trust 2 | ||
Votes cast 'FOR' the resolution | 1,831,260,947 | 76.09% |
Votes cast 'AGAINST' the resolution | 575,351,971 | 23.91% |
TOTAL VOTES | 2,406,612,918 | 100% |
Resolution 5 - Termination of the Corporate Governance Deeds | ||
Votes cast 'FOR' the resolution | 1,830,824,870 | 76.09% |
Votes cast 'AGAINST' the resolution | 575,263,488 | 23.91% |
TOTAL VOTES | 2,406,088,358 | 100% |
The total number of ABSTAIN votes for:
(a) Resolution 1 was 46,641,134; (b) Resolution 2 was 19,320,579; (c) Resolution 3 was 19,666,951; (d) Resolution 4 was 19,664,949. (e) Resolution 5 was 20,193,054.
The total proxies received were as follows:
Number of Votes | |||||
Proxy to vote for the resolution | Proxy to vote against the resolution | Proxy to abstain on the resolution | Proxy to vote at the proxy's discretion | ||
Proxy to vote for the resolution | Proxy to vote against the resolution | Proxy to abstain on the resolution | Chairman | Other | |
Resolution 1 - Ratification of continuing appointment of Andrew Harmos as a Director | 2,089,735,334 | 177,193,138 | 46,618,168 | 12,967,643 | 2,411,888 |
Resolution 2 - Approval of the Proposal for all purposes | 1,809,442,100 | 572,681,794 | 19,302,350 | 17,372,623 | 2,754,496 |
Resolution 3 - Amendments to the constitution of Westfield Retail Trust 1 | 1,809,180,980 | 572,499,088 | 19,644,129 | 17,461,925 | 2,761,466 |
Resolution 4 - Amendments to the constitution of Westfield Retail Trust 2 | 1,809,171,984 | 572,499,280 | 19,637,006 | 17,471,251 | 2,764,987 |
Resolution 5 - Termination of the Corporate Governance Deeds | 1,808,731,522 | 572,345,119 | 20,178,325 | 17,529,238 | 2,766,079 |
Further queries should be directed to the Securityholder Information Line on 1800 674 015 (within
Australia) or +61 3 9415 4121 (from outside Australia).
For further information please contact:
Domenic Panaccio Brian Mackrill
Managing Director Chief Financial Officer
(+61 2) 9333 4800 (+61 2) 9333 4800
Westfield Retail Trust (ASX Code: WRT) is Australia's largest listed real estate investment trust solely focused on Australia n and New Zealand retail property, with a total asset value of $14.0 billion at 31 December 2013. The Trust's principal investment is the joint venture ownership, alongside Westfield Group, in a high quality shopping centre portfolio comprising interests in 46 major shopping centres located predominantly in Australia with 9% of the Trust's shopping centre assets located in New Zealand.
This release contains forward-looking statements, including statements regarding future earnings and distributions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertain ties and other factors, many of which are beyond our control, and which may cause actual results to differ materially from those expressed in the statements contained in this release. You should not place undue reliance on these forward-looking statements. These forward-looking statements are based on information available to us as of the date of this presentation. Except as required by law or regulation (including the ASX Listing Rules) we undertake no obligation to update these forward-looking statements.
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