Westfield split back on the table


WestfieldWestfield Retail Trust (WRT) investors will have the chance to change their mind on a proposed controversial merger with the Australasian business of Westfield Group.

The planned merger hit a brick wall last week when an investor vote was postponed at the last minute amid heated debate about its merits.

The meeting of WRT securityholders was adjourned suddenly last Thursday before the final outcome of a vote on the restructure was known.

The number of proxy votes lodged by WRT securityholders in favour of the proposed merger fell just short of what was needed to push the restructure over the line.

A significant number of WRT securityholders believe that the proposed restructure favours Westfield Group to the detriment of WRT.

“Valid proxy forms previously lodged by securityholders will remain valid, however all securityholders (whether or not they have already lodged a proxy form) may lodge new proxy forms for the resumed meetings,” WRT said in a statement on Monday.

WRT will issue a second supplementary securityholder booklet and new proxy forms shortly, including the date, time and venue for the resumed meeting.

WRT’s board adjourned last Thursday’s meeting so securityholders could consider new information announced by Westfield Group Chairman Frank Lowy.

Shortly before WRT investors were due to vote, Lowy said Westfield Group would still seek to split its Australasian arm from its international business even if WRT securityholders did not approve the planned merger.

Under the $70 billion restructure plan, Westfield’s Australian and New Zealand businesses would merge with WRT to create a new entity, to be called Scentre.

Westfield Group’s international business, which includes malls in Great Britain and at the World Trade Center in New York, would become Westfield Corporation.

Last week’s WRT meeting was adjourned after WRT securityholders appeared set to reject the restructure plan.

Support from 75 per cent of investors in Westfield Group and WRT was needed to push ahead with the restructure.

While 98 per cent of Westfield Group investors agreed to the plan, only 74.1 per cent of proxy votes cast by WRT investors were in favour.

WRT’s biggest securityholder, UniSuper, which owns 8.5 per cent of WRT, opposes the merger and has called for an overhaul of WRT’s board to ensure it is truly independent from Westfield Group.

Westfield CEO Stephen Lowy, who sits on WRT’s board, told the Nine network on Sunday that there was “a lot of hysteria” surrounding the proposed restructure.



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