Westfield successfully completes New York stock exchange listing

16 May 1997

Countries: United States

The chairman of Westfield Holdings Limited, Mr Frank Lowy, todayannounced the completion of the listing of Westfield America, Inc.(WEA) on the New York Stock Exchange. The company issued 18 millionshares to a range of institutional and individual investors atUS$15 per share. In addition, Dutch investors subscribed for US$27million preference shares. Trading in the new shares will commenceon the New York Stock Exchange on Friday, May 16, 1997 (New Yorktime).

As a result, approximately US$300 million of new capital hasbeen raised, allowing WEA to increase its earnings per share overtime through a planned expansion and redevelopment program. In thefirst instance, funds will be used to acquire an economic interestin Garden State Plaza, one of the top 5 centres in the US, and toacquire other centres with substantial redevelopment potential.

The Initial Public Offering was lead-managed by Merrill Lynch& Co., and co-managed by Furman Selz, Goldman Sachs & Co.,Morgan Stanley & Co., Prudential-Bache and Smith Barney.

Westfield Holdings has resolved that unitholders in WestfieldAmerica Trust (WAT), which has a 52.3% interest in WEA, should notbe disadvantaged as a result of the issue price of WEA, which wasset to ensure strong institutional support following listing.Westfield Holdings plans to take steps, details of which will beannounced in the near future, to ensure that unitholders in WAT(other than Westfield Holdings and members of the Lowy family)receive for no further consideration an additional three units forevery 100 units held. This is designed to preserve the net assetbacking at the time of the issue for those unitholders.

The opportunities to grow the US business as a result of thelisting on the New York Stock Exchange will benefit WEA, WAT (asthe major shareholder in WEA) and Westfield Holdings.

Westfield Holdings has reaffirmed the distribution amounts setout in the 1996 WAT prospectus will be met.

A summary of key transactions of the listing is attached.

Summary of key transactions

The float involved Westfield America, Inc. (WEA) issuing 18million shares at US$15. This issue was listed on the NYSE fortrading from 16 May, New York time.

Following allotment, Westfield Holdings and the Lowy family haveagreed to purchase from Merrill Lynch 2.3 million and 600,000shares respectively at the issue price.

At the same time as the US listing, Westfield America, Inc.will:

– issue US$27 million preference shares to Dutch investorABP,

– subscribe A$19.6 million for 9.8 million Westfield HoldingsLimited options over new shares.

As a consequence of the listing, Westfield America Trust isto:

– issue for a price of approximately US$2.1 million specialoptions to ABP to subscribe for approximately 36 million units inWestfield America Trust, each exercisable by the year 2012.

– receive at a cost of approximately US$2.6 million warrants toacquire 2,089,552 shares in Westfield America, Inc. exercisable bythe year 2017.

At the time of listing, one of the US investors in WestfieldAmerica, Inc. exercised an option to acquire 32,479,700 units inWestfield America Trust in exchange for 1,623,985 shares inWestfield America, Inc. These new units were placed by SBC Warburgwith a large group of Australian institutions. This will increasethe issued capital of Westfield America Trust from 789,882,678units to 822,362,378.