SCENTRE GROUP ANNOUNCES EARLY RESULTS OF TENDER OFFER

NEW YORK and SYDNEY, Nov. 16, 2023 /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 early tender results for 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 (the "Non-Call 10 Notes") and Subordinated Non Call 6 Fixed Rate Reset Notes due 2080 (the "Non-Call 6 Notes," and together with the Non-Call 10 Notes, the "Notes" and each, a "series" of Notes). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated November 2, 2023 (the "Offer to Purchase"). The Tender Offer will expire at 5:00 p.m., New York City time, on December 4, 2023, or any other date and time to which the Offeror extends the Tender Offer (such date and time, the "Expiration Time"), unless earlier terminated.

Early Tender Results and Proration

As of 5:00 p.m., New York City time, on November 16, 2023 (such time and date, 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 November 16, 2023.

The aggregate principal amount of each series of Notes that the Offeror will purchase in the Tender Offer will be determined in accordance with the acceptance priority level for such series as set forth in the table above (the "Acceptance Priority Level") and the proration procedures described in the Offer to Purchase. Because the aggregate principal amount of Notes validly tendered as of the Early Tender Time exceeded the Aggregate Maximum Amount, the Offeror expects to accept for purchase: (i) all US$187,944,000 aggregate principal amount of Non-Call 10 Notes validly tendered as of the Early Tender Time; and (ii) US$112,045,000 aggregate principal amount of the Non-Call 6 Notes validly tendered as of the Early Tender Time, reflecting a proration rate of approximately 51.9%. No Notes tendered after the Early Tender Time will be accepted for purchase, regardless of Acceptance Priority Level.

The Tender Offer is being made pursuant to an Offer to Purchase, dated November 2, 2023 (as may be amended or supplemented, the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offer. 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/registration/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 

The applicable consideration (the "Early Tender Consideration") offered per US$1,000 principal amount of Notes of a series 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 the Offer to Purchase by reference to the applicable fixed spread for such series specified in the table above plus the Reference Yield (as defined in the Offer to Purchase) at 9:15 a.m., New York City time, on November 17, 2023 (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 applicable Early Tender Consideration.

In addition to the applicable Early Tender Consideration, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest ("Accrued Interest") from the last semi-annual interest payment date up to, but not including, the Early Settlement Date.

Settlement

The Offeror expects payment for Notes that were validly tendered as of the Early Tender Time and that are accepted for purchase will be made on a date prior to the Expiration Time (the "Early Settlement Date"). The Offeror anticipates that the Early Settlement Date will be November 21, 2023, 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 described in the Offer to Purchase.

Dealer Managers and Tender and Information Agent

The Offeror has appointed Deutsche Bank Securities Inc. and Merrill Lynch International 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: Deutsche Bank Securities Inc. at +1 (866) 627‑0391 (toll-free) or +1 (212) 250-2955 (international) or 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). 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 www.gbsc‑usa.com/registration/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 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 under 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 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
corporateaffairs@scentregroup.com

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SOURCE Scentre Group