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SCENTRE GROUP TRUST 1 Capital/Financing Update 2003

Nov 6, 2003

65757_rns_2003-11-06_4d63538e-5247-42b2-a919-dfb792cde92f.pdf

Capital/Financing Update

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7 November 2003

Westfield Management Limited

Level 24 Westfield Towers 100 William Street Sydney NSW 2011 Australia GPO Box 4604 Sydney NSW 2001

Telephone 61 2 9358 7000 Facsimile 61 2 9358 7077

Company Announcements Office Australian Stock Exchange Limited Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000

The Manager Companies New Zealand Stock Exchange Limited Level 9, ASB Bank Tower 2 Hunter Street Wellington New Zealand

Dear Sirs.

WESTFIELD TRUST (ASX/NZX: WFT) RAISES A$750 MILLION

Attached is a media release and presentation in relation to the issue by Westfield Trust of Unsecured Notes and Call Options.

Yours faithfully WESTFIELD MANAGEMENT LIMITED Responsible Entity of Westfield Trust

Simon Tuxen Company Secretary

7 November 2003

WESTFIELD TRUST RAISES A$750 MILLION DOLLARS

Westfield Trust (ASX:WFT) today raised A$750 million from the sale of Unsecured Notes and Call Options over WFT Units.

The Unsecured Notes and Call Options will be sold by WFT to Deutsche Bank. On the back of this, Deutsche Bank has sold Exchangeable Securities in European markets pursuant to an underwritten book-build which was undertaken overnight.

Westfield Managing Director, Mr Steven Lowy, said: "We are pleased with this transaction. It is the largest public issue of this type of security by an Australian entity and it is the first to be undertaken by an Australian Listed Property Trust."

The key terms of the Exchangeable Securities to be issued by Deutsche Bank are reflected in the Unsecured Notes and Options to be issued by WFT.

  • The WFT Unsecured Notes, which have a five year term maturing on 5 January 2009, have an interest coupon with a margin of 10 basis points over floating rates.
  • The WFT Call Options, which are exercisable at any time over the five year period, have a strike price of $3.75 per Unit reflecting a premium of 12.7% over yesterday's closing price for WFT Units. In all, the Options if exercised will convert into approximately 200 million WFT Units, which represents 9.1% of WFT's current issued capital.

The proceeds of WFT's raising, which are anticipated to be received in early December 2003, will be used to pay down existing bank debt and provide additional capacity for future investments.

"This raising will enable Westfield Trust to diversify its funding sources at an attractive margin. In addition, this raising provides the Trust with the opportunity, over time, to refinance debt with an equity issue to a new base of European investors at an historically high Unit price of $3.75" Mr Lowy said.

The Exchangeable Securities will be listed in Luxembourg.

ENDS

Westfield Trust with gross assets of $12.4 billion is Australia's largest listed property trust. With a current market capitalisation of $7.3 billion it represents approximately 16% of the Australian Property Trust Index.

The Trust's property portfolio now comprises interests in 51 shopping centres in Australia and New Zealand, with 3.1 million square metres of Gross Lettable Area servicing more than 9,500 retailers who generate in excess of $14 billion of retail sales.

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www.westfield.com

Issued by WESTFIELD MANAGEMENT LIMITED ACN 001 670 579 CONTACT: MATTHEW ABBOTT +61 2 9358 7426

Westfield Trust Overview

Issue of Unsecured Notes and Call Options

6 November 2003

Transaction Overview

  • ❖ Westfield Trust (WFT) has agreed to sell $750m* in Unsecured Notes** and Call Options over unissued units in WFT to Deutsche Bank
  • Concurrently Deutsche Bank is selling Exchangeable Securities, with the same key $\frac{1}{2}$ terms, to offshore institutions (other than US or Canada)
  • ❖ Proceeds from the issue will be used to paydown existing bank debt, thereby diversifying debt funding sources for WFT, and provide additional capacity for future investments
  • The Deutsche Bank WFT Exchangeable Securities proposed to be listed on the $\mathcal{L}_{\mathcal{F}}$ Luxembourg Exchange (LUX)
  • WFT distribution per unit growth forecast remains 4.5% for 2003 and 4.0% for 2004 *** $\mathcal{L}$

* issue size maybe increased by up to A$100 million

** unsecured notes will be unsubordinated

*** as previously announced at the WFT Half Year Results 2003 presentation (12 August 2003)

Westfield Trust Profile

Trust

  • Australia's largest property trust, listed 1982 ❖
  • ❖ Owns interests in 51 shopping centres (39 Australia and 12 New Zealand)
  • $\mathbf{r}^{\star}_{\mathbf{r}^{\star}}$ Market capitalisation of $7.3 billion*
  • ❖ Property Trust Index - 16% - Rank 1
  • $\cdot$ All Ordinaries Index Weight - 1.04% - Rank 22
  • Liquidity $-70% +$ $\cdot$
  • Total assets of $12.4 billion** $\cdot$
  • $\cdot$ Total equity of $6.7 billion**
  • Approximately 45,000 unitholders ❖

* as at 31 October 2003 as at 30 June 2003

Westfield Group - Overview

  • ❖ Westfield Trust is one of 4 publicly listed entities forming the Westfield Group
  • The Westfield Group of entities includes $\cdot$
    • Westfield Trust market cap A$7.3 billion*
    • Westfield Holdings market cap A$8.0 billion*
    • Westfield America Trust market cap A$6.8 billion*
    • Carindale Property Trust market cap A$175 million*
  • The combined Group, with a market cap of A$22.3 billion is equivalent to the 8th largest $\mathbf{A}$ entity on the Australian Stock Exchange (ASX)
  • The Westfield Group owns/manages 118 shopping centres, located in Australia, New $\cdot$ Zealand, the United States and the United Kingdom, representing approximately A$32 billion in value (as at 31 October 2003)

Westfield Trust Structure

Shopping Centre Portfolio

November 2003

Earnings Profile

  • WFT's portfolio comprises over $\mathcal{L}_{\mathcal{F}}$ 3.1 million square metres (30 million sq ft.) of retail space, generating over $A14.0 billion of retail sales annually
  • The Trust's retailer profile (over $\cdot$ 9,500 retail outlets) and geographic diversification provides unitholders with a stable and growing income distribution
Recent results
2001 2002 2003 2004
Pre tax profit (A$M)* $433.2m $475.8m
Distributions (CPU)
June 11.42 11.73 12.22
December 11.50 11.82
Full Year 22.92 23.55
% increase 3.7% 2.8% 4.5% 4.0%

Balance Sheet

Trust

30 June 2003$Million
Total current assets 737
Total non-current assets 11,701
Total assets 12,438
Total debt 4,686
Total other liabilities 734
Total liabilities 5,420
NET ASSETS 7,018
Unitholders' funds attributable to Members of Westfield Trust 6,725
Total outside equity interest 293
TOTAL UNITHOLDERS FUNDS 7,018
Key Ratio's - 6 Months to 30 June 2003
Interest Cover 3.7 times
Fixed Charge Cover 3.7 times
Debt/Asset $37.4%$ *

* Reduced to 36.0% after August '03 asset sales to Centro Property Trust (CEP)

Investment Performance

Since listing in June 1982, WFT has $\mathcal{L}_{\mathcal{A}}$ outperformed both the All Ordinaries index and Property Trust index (1)

The intensive property and development

management of the portfolio has delivered

consistent value to unitholders over time

$\rightarrow$

Compound Annual Return (to 31 December 2002) (1)
WFT All OrdinariesIndex Property TrustIndex
Since June 1982 16.1% 13.9% 14.1%

(1) Source: Deutsche Bank

Net tangible backing per unit (year ended 31 December 2002)

*Period to June 30, 2003

Recent Events

  • Acquisition of Sydney Central Plaza (Sydney, NSW) for $401 million ∻
  • Successful $1.9 billion takeover of AMP Shopping Centre Trust (ART) at a forecast property yield of 44 $7.0%$
  • Sale of three properties to CEP $\mathcal{L}$
    • Galleria (WA) and Toombul (Qld) for $610 million
    • Colonnades (SA) ex ART for $114 million (settled 8 August '03) ٠
    • Combined profit on sale of Galleria and Toombul $60 million
  • New $320 million JV with Perron Group $\sim$
    • WFT acquired a 50% interest in Bay City Plaza (VIC) from Perron Group for $72.0 million
    • Perron Group acquired a 50% interest in Airport West (VIC) from WFT for $87.7 million
    • Profit on sale of Airport West $3.7 million
  • $700 million redevelopment of Westfield Bondi Junction (NSW) continues on schedule at a forecast $\mathcal{L}$ project yield of $7.5 - 7.75%$
  • Successful completion of the NZ $59 million redevelopment of Westfield St Lukes (New Zealand) -74
  • Opening of North Lakes (Qld) on 7 August '03 $74 million project achieving a yield of 9.5% $\bullet$ $\bullet$
  • Granted period of exclusive due diligence on Commonwealth Funds Management's sale of their $\mathcal{L}_{\mathcal{A}}$ interests in Westfield Belconnen, Arndale and Marion November 2003

Retail Sales Overview Total Portfolio

Period to 30 June 2003
3 months 6 months 12 months
AUSTRALIA
- Total Sales A$2.3bn A$4.5bn A$9.7bn
$\sim$ % Variance $+4.5%$ $+4.2%$ $+4.5%$
NEW ZEALAND
- Total Sales NZ$0.4bn NZ$0.7bn NZ$1.5bn
$\sim$ % Variance $+1.3%$ $+3.6%$ $+4.4%$

Questions

Appendices

  • ❖ Acquisitions & Developments (Last 5 Years)
  • ❖ Completed and Current Projects
  • ❖ Future Projects (Approximately $1.8bn)

Acquisitions & Developments (Last 5 Yrs)

AMP Shopping Centre Trust Bay City Plaza (50%) Bondi Junction Carindale (25%) Centrepoint Liverpool $(50%)$ Manukau (50%) (NZ) Newmarket (50%) Mt Druitt $(50%)$ Parramatta (50%) Queensgate (NZ) St Lukes Group (NZ) Sydney Central Plaza

Airport West Belconnen Burwood Carousel Chatswood Chermside Fountaingate Glenfield Hornsby Indooroopilly Southland Strathpine Tea Tree Plaza West City

Recently Completed & Current Projects

CompletedProjects Cost$ million ActualYield Completed
St Lukes(Auckland) NZ 59.0 8.6% 29 May '03
North Lakes(Brisbane) 74.0 9.5% 7 Aug '03
Current Projects Estimated Cost Target Anticipated
$ million Yield Completion
Bondi Junction(Sydney) 700.0 $7.5 - 7.75%$ Stage $1 - Dec$ '03Final Stage - Mid '04

Future Projects - Approx. $1.8 billion

■ Near Term Projects A$600 million

  • $\cdot$ The Pines (VIC)
  • Doncaster (VIC)
  • $\cdot$ Innaloo (WA)
  • Liverpool (NSW)

■ Future Projects A$1.2 billion

  • Albany (NZ)

  • Bay City Plaza (VIC)

  • Carousel (WA)

  • Centrepoint (NSW)

  • Chermside (QLD)

  • Fountaingate (VIC)

  • Kotara (NSW)

  • Queensgate $(NZ)$

  • Riccarton $(NZ)$

  • West City (NZ)

  • Manukau (NZ)

  • Newmarket (NZ)

  • North Lakes (QLD)

  • Pakuranga $(NZ)$

  • St Lukes $(NZ)$

  • Tuggerah (NSW)