NEW YORK and SYDNEY, Sept. 5, 2024 /PRNewswire/ -- 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 upsize and early tender results for its previously announced tender offer (the "Tender Offer") for up to US$550 million aggregate principal amount (the "Maximum Tender Amount") of its outstanding Subordinated Non-Call 6 Fixed Rate Reset Notes due 2080 (the "Notes"). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated August 20, 2024 (the "Offer to Purchase").
Upsize, Early Tender Results and Proration
As of 5:00 p.m., New York City time, on September 4, 2024 (the "Early Tender Time"), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer, the aggregate principal amount of the Notes set forth in the table below under "Principal Amount Tendered as of Early Tender Time" had been validly tendered in the Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on September 4, 2024.
The amount tendered exceeded the Maximum Tender Amount. On September 5, 2024, Scentre Management Limited, in its capacity as responsible entity and trustee of Scentre Group Trust 1, priced an offering of A$900,000,000 of new subordinated debt securities to certain institutional investors outside the United States. Accordingly, the Offeror will increase the Maximum Tender Amount of Notes to US$655,920,000. Subject to completion of the securities offering, the Offeror expects to repurchase Notes that were validly tendered at the Early Tender Time with an aggregate principal value equal to the upsized Maximum Tender Amount. Because the amount of Notes validly tendered as of the Early Tender Time exceeded the upsized Maximum Tender Amount, the Offeror will not accept for purchase any Notes tendered after the Early Tender Time.
Title of Security
CUSIP Nos. and ISINs
Principal Amount Outstanding
Principal Amount Tendered as of Early Tender Time
Principal Amount Expected to be Accepted(1)
Proration Rate
Subordinated Non-Call 6 Fixed Rate Reset Notes due 2080
144A CUSIP: 76025LAA2 Reg S CUSIP: Q8053LAA2
144A ISIN: US76025LAA26 Reg S ISIN: USQ8053LAA28
US$1,387,955,000
US$771,711,000
US$655,874,000
81.8596 %
(1)
Expected to be accepted for purchase, and paid for, on September 10, 2024, New York City time.
Because the aggregate principal amount of Notes validly tendered as of the Early Tender Time exceeded the upsized Maximum Tender Amount, the amount of Notes that the Offeror will purchase from each tendering Note holder will be determined in accordance with the proration procedures described in the Offer to Purchase, applying a proration rate of approximately 81.8596%.
The Tender Offer is being made pursuant to the Offer to Purchase which sets forth a more detailed description of the Tender Offer. The Tender Offer will expire at 5:00 p.m., New York City time, on September 19, 2024, or any other date and time to which the Offeror extends the Tender Offer, unless earlier terminated. The Offeror urges holders of the Notes to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer. The Offer to Purchase may be obtained at www.gbsc-usa.com/scentre/ or by contacting the tender and information agent using the telephone number or email address found below under "Dealer Managers and Tender and Information Agent".
Consideration and Accrued Interest
Title of Security
CUSIP Nos. and ISINs
First Reset Date
U.S. Treasury Reference Security
Bloomberg Reference Page
Fixed Spread
Early Tender Premium(1)
Early Tender Consideration(1)
Subordinated Non-Call 6 Fixed Rate Reset Notes due 2080
144A CUSIP: 76025LAA2 Reg S CUSIP: Q8053LAA2
144A ISIN: US76025LAA26 Reg S ISIN: USQ8053LAA28
Sept. 24, 2026
4.375% UST due July 31, 2026
FIT1
+135bps
US$50
To be determined at the Price Determination Time
(1)
Per US$1,000 principal amount. The Early Tender Consideration is calculated using the Fixed Spread and when calculated using such Fixed Spread specified in the table above already includes the Early Tender Premium.
The consideration (the "Early Tender Consideration") offered per US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time and accepted for purchase will be determined in accordance with the formula set forth in Schedule A of the Offer to Purchase by reference to the fixed spread specified in the table above plus the Reference Yield (as defined in the Offer to Purchase) at 10:00 a.m., New York City time, on September 5, 2024 (such date and time, the "Price Determination Time").
The Early Tender Time was the last date and time for holders to tender their Notes in order to be eligible to receive the Early Tender Consideration.
In addition to the Early Tender Consideration, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last semi-annual interest payment date up to, but not including, the Early Settlement Date.
Settlement
The Offeror anticipates that the Early Settlement Date will be September 10, 2024, subject to all conditions to the Tender Offer having been satisfied or waived by the Offeror.
The Offeror's obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the Financing Condition, described in the Offer to Purchase.
Dealer Managers and Tender and Information Agent
The Offeror has appointed Merrill Lynch International, RBC Capital Markets, LLC and SMBC Nikko Capital Markets Limited as dealer managers (the "Dealer Managers") for the Tender Offer. The Offeror has retained Global Bondholder Services Corporation as the tender and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Merrill Lynch International at +44 207 996 5420 (international) or +1 (980) 387-3907 (in the U.S.) or +1 (888) 292-0070 (U.S. toll-free) or DG.LM-EMEA@bofa.com (email) or RBC Capital Markets, LLC at (212) 618-7843 (in the U.S.) or (877) 381-2099 (U.S. toll-free) or liability.management@rbccm.com (email) or SMBC Nikko Capital Markets Limited at + 44 204 507 5043 or liability.management@smbcnikko-cm.com (email). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (855) 654-2015 (toll-free) or 001-212-430-3774 (international), by email at contact@gbsc‑usa.com or at https://www.gbsc-usa.com/scentre/.
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 is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is 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 has been or will be lodged with the Australian Securities and Investments Commission, and in Australia, the Tender Offer is only available to persons to whom an offer or invitation can be made without disclosure in accordance with Parts 6D.2 or 7.9 of the Australian Corporations Act.
From time to time after completion of the Tender Offer, 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 and operates 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.
