Westfield America Trust to issue A$467 million of partly paid units

04 May 1998

Countries: United States

Westfield America Trust (WAT) announced today that it will issue$466.8 million of Partly Paid Units (PPUs). The PPUs will be issuedin 3 series which convert into fully paid ordinary WAT units inJune 2001, 2002, and 2003, at a 5% discount to the prevailingmarket price at those times. $155 million will be payable onconversion of each series of PPUs.

Both the issue and the conversion of the PPUs are underwrittenby SBC Warburg Dillon Read Australia Limited.

The issue is conditional on obtaining all necessary approvals,including approval for quotation by the Australian Stock Exchangeand approval from WAT unitholders at a general meeting to be heldon 29 May 1998.

WAT will use the proceeds of the issue to acquire additionalcommon shares in Westfield America, Inc. for the then US$equivalent of $465 million, in accordance with the unitholderapproval obtained on 22 April 1998. Subject to the terms of thesubscription arrangements, WAT will subscribe for these shares inthree equal tranches of $155 million in each of June 2001, 2002,and 2003 at a 5% discount to the then prevailing market price ofWestfield America, Inc. shares.

Westfield America, Inc., in which WAT has a 50.8% interest,announced today that it will issue to Australian investors $465million of subordinated Capital Notes which mature in three equaltranches in June 2001, 2002, and 2003. The Capital Note issue isunderwritten by SBC Warburg Dillon Read Australia Limited.

The proceeds of these Notes, equivalent to approximately US$300million, will be utilised in financing the recently announcedpurchase of up to 13 regional shopping centers from TrizecHahn.