NEW YORK and SYDNEY, Dec. 4, 2023 — RE1 Limited, in its capacity as responsible entity and trustee of Scentre Group Trust 2 (the “Offeror”), a trust forming part of the stapled entity Scentre Group (ASX: SCG) (“Scentre Group”), announced today the final tender results and expiration of its previously announced tender offer (the “Tender Offer”) for up to US$300 million aggregate principal amount (the “Aggregate Maximum Amount”) of its outstanding Subordinated Non-Call 10 Fixed Rate Reset Notes due 2080 and Subordinated Non Call 6 Fixed Rate Reset Notes due 2080 (together, the “Notes” and each, a “series” of Notes). The Tender Offer expired at 5:00 p.m., New York City time today.
Early Settlement and Final Tender Results
On November 21, 2023, the Offeror exercised its early settlement option, accepting for purchase and paying for the aggregate principal amount of the Notes set forth in the table below under “Principal Amount Purchased on the Early Settlement Date”, all of which were tendered at or prior to 5:00 p.m., New York City time, on November 16, 2023 (the “Early Tender Time”).
|
Title of Security |
CUSIP Nos. and ISINs |
Principal Amount |
Principal |
Principal |
Additional |
Principal |
|
Subordinated Non- |
144A CUSIP: 144A ISIN: |
US$1,500,000,000 |
US$187,944,000 |
US$187,944,000 |
US$600,000 |
US$1,312,056,000 |
|
|
144A ISIN: |
|
|
|
|
|
Because the aggregate principal amount of Notes validly tendered as of the Early Tender Time exceeded the Aggregate Maximum Amount, no further Notes were accepted for purchase after the Early Tender Time. Any tendered Notes that are not accepted for purchase have been or will be promptly returned or credited to the holder’s account.
Dealer Managers and Tender and Information Agent
Deutsche Bank Securities Inc. and Merrill Lynch International served as dealer managers for the Tender Offer. Global Bondholder Services Corporation served as the tender and information agent for the Tender Offer.
This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer was made solely pursuant to the Offer to Purchase and only in such jurisdictions as permitted under applicable law.
Neither the Offer to Purchase nor any disclosure document (as defined in the Australian Corporations Act 2001) in relation to the Notes was lodged with the Australian Securities and Investments Commission, and in Australia, the Tender Offer was only available to persons to whom an offer or invitation could be made without disclosure under Parts 6D.2 or 7.9 of the Australian Corporations Act.
From time to time, the Offeror or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Offeror may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.
About Scentre Group
We acknowledge the Traditional Owners and communities of the lands on which our business operates. We pay our respect to Aboriginal and Torres Strait Islander cultures and to their Elders past and present.
We recognise the unique role of Māori as Tangata Whenua of Aotearoa/New Zealand.
Scentre Group (ASX: SCG) owns 42 Westfield destinations across Australia and New Zealand encompassing more than 12,000 outlets. Our Purpose is creating extraordinary places, connecting and enriching communities. Our Plan is to create the places more people choose to come, more often, for longer. Our Ambition is to grow the business by becoming essential to people, their communities and the businesses that interact with them.
This release contains forward-looking statements. Forward-looking statements are information of a non–historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. You should not place undue reliance on these forward-looking statements. Except as required by law or regulation (including the ASX Listing Rules) neither the Offeror nor Scentre Group undertake any obligation to update these forward-looking statements.
Media Contact:
Scentre Group Corporate Affairs
[email protected]
SOURCE Scentre Group
