Unibail-Rodamco announces the approval by the AMF and the AFM of the Westfield Transaction documentation, as well as the date for its shareholder meeting and the expected Transaction timetable

Mar 29, 2018 15:00 JST

Source: UNIBAIL-RODAMCO SE

Paris, Amsterdam, Mar 29, 2018 - (ACN Newswire) - Unibail-Rodamco announces the approval by the AMF and the AFM of the Westfield Transaction documentation, a major step towards the completion of the Westfield Transaction, as well as the date for its shareholder meeting on the acquisition of Westfield Corporation and the expected Transaction timetable.

The following documents were filed and approved by the French Financial Markets Authority (Autorite des Marches Financiers) (AMF) and Dutch Authority for the Financial Markets (Autoriteit Financiele Markten) (AFM).

The 2017 Registration Document was filed with the AMF on March 28, 2018, and includes:

- the 2017 Financial report,
- the report of the Supervisory Board on the Corporate Governance,
- the Management Board report,
- the Remuneration Policy and the elements of remuneration due or granted for the 2017 financial year to the members of the Management Board and of the Supervisory Board,
- the CSR report.

The Prospectus, for the admission to trading on the regulated markets of Euronext Paris and Euronext Amsterdam of Stapled Shares, was approved by the AMF and AFM on March 28, 2018. The AMF granted visa n 18-102 to the Prospectus (in the English language). The Prospectus includes information about the Transaction, an overview of the risk factors, pro forma financial statements and the new corporate governance structure.

The Document E, for the share capital increase of Unibail-Rodamco through the issue of new ordinary Unibail-Rodamco shares in consideration for the contribution in kind of Westfield Corporation Limited shares and TH Newco shares, was registered by the AMF on March 28, 2018, under n E.18-009. The Document E includes reports prepared by the Contribution Appraisers appointed by the Commercial Court of Paris concluding, among others, that with respect to the proposed Westfield Transaction, the total consideration offered by Unibail-Rodamco for all outstanding Securities of Westfield Corporation is fair from a financial point of view to the shareholders of Unibail-Rodamco.

The Annual General Meeting (AGM) will be held at the Hotel Salomon de Rothschild (11 rue Berryer - 75008 Paris) on Thursday May 17, 2018, at 9:30 am.

The Convening Notice to Shareholders (Avis de reunion a l'Assemblee Generale) will be published on April 4, 2018 in the BALO (Bulletin des Annonces Legales Obligatoires). This notice sets out the AGM agenda, the draft resolutions, as well as the terms and conditions for attending and voting at the AGM. The notice of the meeting, including all the documentation needed for the AGM, will be posted on Unibail-Rodamco's website on April 3, 2018.

The final dividend of EUR 5.40 per share will be paid on May 30, 2018 (ex-dividend date May 28, 2018).

Copies of the 2017 Registration Document, the Prospectus and the Document E may be obtained free of charge from Unibail-Rodamco at 7 place du Chancelier Adenauer, 75016 Paris, France and can also be downloaded on Unibail-Rodamco's website (http://www.unibail-rodamco.com) and on the AMF's website (http://www.amf-france.org). Copies of the Prospectus may also be obtained free of charge from WFD Unibail-Rodamco N.V. at Schiphol Boulevard 371 Tower H, 1118 BJ Schiphol (Haarlemmermeer), The Netherlands and can be downloaded on WFD Unibail-Rodamco N.V.'s website (http://www.wfd-unibail-rodamco-nv.com) and on the AFM's website (http://www.afm.nl).

Timetable of the Westfield Transaction

The Transaction remains subject to the conditions described in the Implementation Agreement.

December 12, 2017 Announcement of the Transaction
January 8, 2018 Unanimous positive opinions of the EEC and the Unibail-Rodamco's UES works councils
March 27, 2018 Unibail-Rodamco interim dividend ex-dividend date
March 28, 2018 FIRB Regulatory Approval
March 28, 2018 Approval of the Prospectus by the AMF and the AFM; Approval of the Document E by the AMF
March 29, 2018 Unibail-Rodamco interim dividend payment date
April 3, 2018 Publication of the AGM documentation
April 12, 2018 First Australian Scheme Court hearing
May 17, 2018 Unibail-Rodamco AGM
May 24, 2018 Westfield Scheme Meetings*
May 28, 2018 Unibail-Rodamco final dividend ex-dividend date
May 29, 2018 Second Australian Scheme Court hearing*
May 30, 2018 Unibail-Rodamco final dividend payment date
May 30, 2018 Effective Date*
June 7, 2018 Implementation Date*
*Subject to Australian regulatory process

Please refer to the Prospectus for the definition of capitalized terms.

For further information, please contact:
Investor Relations
Maarten Otte
D: + 33 1 76 77 58 02
maarten.otte@unibail-rodamco.com

Media Relations
Nathalie Feld
D: +33 1 53 43 57 94
nathalie.feld.contractor@unibail-rodamco.com

About Unibail-Rodamco

Created in 1968, Unibail-Rodamco SE is Europe's largest listed commercial property company, with a presence in 11 Continental European countries, and a portfolio of assets valued at EUR 43.1 billion as of December 31, 2017. As an integrated operator, investor and developer, the Group aims to cover the whole of the real estate value creation chain. With the support of its ca. 2,000 professionals, Unibail-Rodamco applies those skills to highly specialised market segments such as large shopping centres in major European cities and large offices and convention & exhibition centres in the Paris region.

The Group distinguishes itself through its focus on the highest architectural, city planning and environmental standards. Its long term approach and sustainable vision focuses on the development or redevelopment of outstanding places to shop, work and relax. Its commitment to environmental, economic and social sustainability has been recognised by inclusion in the FTSE4Good and STOXX Global ESG Leaders indexes.

The Group is a member of the CAC 40, AEX 25 and EuroSTOXX 50 indices. It benefits from an A rating from Standard & Poor's and Fitch Ratings. For more information, please visit our website: www.unibail-rodamco.com

Appendix: Prospectus Summary and Document E Summary

Important Information for Investors and Securityholder

Forward-looking statements
Certain of the statements contained in this press release are not historical facts, but are statements of future expectations and other forward-looking statements that reflect Unibail-Rodamco and Westfield and their combined business, management's business strategies, expansion and growth of operations, future events, trends or objectives and expectations, which do not refer to historical facts but refer to expectations based on management's current views and assumptions and involve known and unknown risks, contingencies and uncertainties that could cause actual results, performance or events to differ materially from those explicitly or implicitly included in such statements.

Forward-looking statements generally will be accompanied by words such as "anticipate", "believe", "plan", "could", "estimate", "expect", "forecast", "guidance", "intend", "may", "possible", "potential", "predict", "project", "will", "will continue", "should", "would be" or "seeks", or similar expressions or their negatives or other variations thereof, comparable terminology, or by discussions of strategy, plans or intentions. These statements are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those anticipated by such statements. Factors that could cause such differences in actual results include:
- risks and uncertainties attendant related to doing business in numerous countries that may be exposed to, or may have recently experienced, economic or governmental instability;
- legal, regulatory, environmental and tax risks;
- risks relating to the Unibail-Rodamco's and Westfield's financing policies and activities;
- conflicts of interest;
- customers and market concentration;
- general competitive and market factors on a global, regional and/or national basis;
- changes in economic or technological trends; and
- potential environmental claims, costs, liabilities or other obligations.

The forward-looking statements made in this press release are liable to change or to be amended due to uncertainties related in particular to the economic, financial, competitive and regulatory environment facing Unibail-Rodamco and Westfield. Such forward-looking statements contain information relating to Unibail-Rodamco's intentions, estimates and objectives concerning in particular the market in which it will operate, its strategy, growth, results, financial situation, cash resources and forecasts.

By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances which may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The forward-looking statements contained in this press release are provided solely as of the date of this press release. Unibail-Rodamco and Westfield do not assume any obligation to update any public information or forward looking statement in this press release to reflect new information, future events or circumstances or for any other reason after the date of this press release, except as may be required by applicable laws, and any opinion expresses in this press release is subject to change without notice. The New Group will operate in a competitive environment that is constantly evolving. Unibail-Rodamco and Westfield's management cannot therefore foresee all of the risks, uncertainties or other factors that may affect its activity, their potential impact on its activity or the extent to which the materialization of a risk or of a combination of risks could have results significantly different from those mentioned in any forward-looking information, it being noted that none of these forward-looking statements constitute a guarantee of actual future results.

Key risks, uncertainties and other factors that could cause actual results to differ from those expected are set out more fully in the "Risk Factors" sections of the 2017 Registration Document, the Prospectus, the Document E and other documents filed from time to time by Unibail-Rodamco and/or Westfield with regulatory authorities. Investors should specifically and carefully consider these factors, which could cause actual results to differ from expected results, before making an investment decision.

Important notice
You must read the following disclaimer before continuing. This disclaimer applies to the following summary of the Prospectus (the "Prospectus Summary") and summary of the Document E (the "Document E Summary") and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Prospectus Summary and the Document E Summary.

The Prospectus has been filed with the Autorite des marches financiers (the French stock market regulator, the "AMF") and the Dutch Authority for the Financial Markets (Autoriteit Financiele Markten) pursuant to the requirements of the EU Prospectus Directive (Directive 2003/71/EC of November 4, 2003, as amended) in connection with the admission to trading of the shares of Unibail-Rodamco stapled together with the class A shares of Newco, a Dutch public limited liability company (naamloze vennootschap) (the "Stapled Shares") on the regulated market of Euronext in Paris and the regulated market of Euronext in Amsterdam.

The Document E has been filed with the AMF in connection with the share capital increase of Unibail-Rodamco through the issue of new ordinary Unibail-Rodamco shares in consideration for the contribution in kind of Westfield Corporation Limited shares and TH Newco shares.

No securities are being offered for sale or subscription in connection with the Transaction. Accordingly, the Prospectus Summary and the Document E Summary are not intended to be an offer to sell or to subscribe for or a solicitation of an offer to purchase or to subscribe for the shares described herein, especially in any jurisdiction in which such an offer or solicitation would be unlawful under the laws of that jurisdiction.

The Prospectus and the Document E are not being used, are not intended for use and may not be used, to make an offer of securities directly or indirectly in the United States of America, or by use of the U.S. mail or any U.S. means or instrumentality of U.S. interstate or foreign commerce or any facility of a U.S. national securities exchange.

Full press release: https://bit.ly/2Gep44e

Source: UNIBAIL-RODAMCO SE