Westfield proposes standstill to RNA

08 October 2001

Countries: United States

Westfield has contacted RNA and has offered to meet withmanagement to discuss a negotiated settlement. Westfield wouldpropose to enter into a standstill agreement limiting Westfield’sownership in RNA at 25% in return for RNA collapsing the ‘captive’voting trust and calling an EGM. The standstill would ensure thatthe 75% of shares that are not controlled by Westfield would beavailable to vote at a shareholders’ meeting. The standstill wouldalso preserve a control premium for RNA shares should an offer forthe company occur.

Westfield has today filed papers with the Enterprise Chamber inAmsterdam seeking action by the Court to set aside measures adoptedby the management of RNA. These measures were designed to preventan open and honest vote by shareholders on Westfield’s strategicplan. Subject to a subsequent vote of shareholders, the Westfieldstrategic plan would allow for the future amalgamation of theseparate US property portfolios managed by RNA and Westfield.

Westfield’s directors expressed regret for the need to beginlegal proceedings, which they said had been adopted as a lastresort in the face of wholly unwarranted action by RNA’s managementboard. This has included the issuance of phantom shares to a’captive’ voting trust which Westfield will ask the Court tonullify pending an investigation into RNA’s affairs.

Mr Frank Lowy, Westfield’s Chairman, said: “We sincerely hopeour offer of a standstill will convince RNA’s management to abandona blatant entrenchment device and let RNA’s shareholders chart thefuture of the business. “However we are prepared to move forward inthe Courts if necessary. We are determined that RNA’s shareholdersnot be treated in an arrogant or dismissive fashion by aninterested management and that shareholders be given the freedom toexercise their full voting rights.”

For further information
Peter Allen 00 31 20 520 3142 Westfield
Kees Jongsma 00 31 20 647 8181
Fiona Piper 00 31 20 712 9150 / 00 44 7808 727 500 The MaitlandConsultancy