Issuer RE1 Limited as trustee and responsible entity of Westfield Retail Trust 1
Guarantors RE1 Limited as trustee and responsible entity of Westfield Retail Trust 1 RE2 Limited as trustee and responsible entity of Westfield Retail Trust 2 RE (NZ) Finance Limited
Base Terms Westfield Retail Trust Debt Securities Issuance Programme dated 11 April 2011
Pricing Supplement Dated 19 October 2012
Nature of the Bonds The Bonds and Guarantee are unsubordinated and unsecured obligations of the Issuer and of the Guarantors, respectively, and will rank at least pari passu with all other unsubordinated and unsecured obligations of the Issuer and each Guarantor, other than those mandatorily preferred by law.
Issue Size A$150,000,000
Interest Rate 5.00% per annum, payable semi-annually (in two coupons of 2.50%) in arrears on 23 April and 23 October in each year, including the Maturity Date.
Issue Date 23 October 2012
Maturity Date 23 October 2019
Bond Denomination A$100,000
Repayments at the Maturity Date
On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest for the last Interest Period.
Early Redemption by Issuer The Issuer can redeem the Bonds at any time during the period 90 days prior to the Maturity Date. In certain circumstances, the Issuer can redeem the Notes early for tax reasons.
Key Risks The value of an investment in Scentre Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Scentre’s financial performance. The following risks may also affect an investment in Scentre Bonds:
Liquidity risk – an active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
Interest rate risk – the value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
Currency risk – Scentre’s financial results may be negatively affected by currency exchange rate fluctuations;
Litigation risks – risks relating to litigation and regulatory actions;
Default risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds; In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
Key Benefits Key benefits include:
approximately 4.75 years remaining until Maturity Date; interest paid semi-annually in arrears;
interest paid as 100% cash;
interest is not deferrable nor are interest payments discretionary; rank equally with all other senior and unsecured creditors of the Issuer.
Negative Pledge The Issuer will not create any Encumbrance (except a Permitted Encumbrance) over its assets or revenues which would result in Secured Debt exceeding 45% of Total Debt unless the Bonds are secured equally. A Permitted Encumbrance includes one arising by law, and in the ordinary course of business.
Financial Covenants (a) Net Debt not to exceed 65% of Net Assets (b) Secured Debt not to exceed 45% of Total Assets (c) EBITDA: Interest Expense Ratio will be at least 1.5:1.00 (d) Unencumbered Assets to Unsecured Debt to be at least 125%
Events of Default Events of Default include:
Failure to Pay: Applicable, with a cure period of 3 Business Days for principal, premium or interest
and a cure period of 10 Business Days for any other amount;
Breach of Other obligations: Applicable;
Cross default: Applicable, with a Threshold Amount of A$50,000,000 Insolvency: Applicable to the Issuer, a Guarantor or a material subsidiary;
Cessation of Business: Applicable to the Issuer, a Guarantor or a material subsidiary; Obligations Unenforceable: Applicable.
6.12 Stockland Bonds: 5.5% due 2019
Issuer Stockland Trust Management Limited as responsible entity for the Stockland Trust
Guarantor Stockland Corporation Limited
Base Terms Commercial Paper and Medium Term Note Program dated 20 February 2003 and subsequent amendments
Pricing Supplement Dated 5 September 2013
Nature of the Bonds The bonds are direct, unsubordinated and unsecured obligations of the Issuer and rank without preference or priority among themselves and at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer except those liabilities mandatorily preferred by law.
Issue Size A$150,000,000
Interest Rate and Interest Payment Dates
5.50% per annum, payable semi-annually (in two coupons of 2.75%) in arrears, on 6 March and 6 September in each year, including the Maturity Date.
Issue Date 6 September 2013
Maturity Date 6 September 2019
Bond Denomination A$10,000
Repayments at the Maturity Date
On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest.
Early Redemption by Bondholder
Change of Control - In certain circumstance, where there is a Change of Control and a credit rating
downgrade of the Bonds below a certain rating, then holders of the Bonds can “Put” the Bonds back to the Issuer prior to the Maturity Date
Key Risks The value of an investment in Stockland Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Stockland’s financial performance. The following risks may also affect an investment in Stockland Bonds:
Stockland’s financial performance and rating – a change in Stockland’s financial condition or rating may impact on the market value and the transferability of the Bonds;
Liquidity risk – an active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
Interest rate risk – the value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
Litigation risks – risks relating to litigation and regulatory actions;
Default risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds. In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
Key Benefits Key benefits include:
approximately 4.75 years remaining until Maturity Date; interest paid semi-annually in arrears;
interest paid as 100% cash;
interest is not deferrable nor are interest payments discretionary; rank equally with all other senior and unsecured creditors of the Issuer.
Negative Pledge It will be an Event of Default in respect of the Bonds if any Security Interest other than a Permitted Security Interest exists over any property which the Issuer holds in its capacity as responsible entity of the Scheme.
Permitted Security Interests comprise:
(a) any Security Interest arising by operation of law; (b) certain Security Interest over property acquired; (c) any Security Interest already in existence;
(d) certain Security Interests granted in connection with retirement villages; and
(d) any Security Interest (other than (a) to (d) above) securing indebtedness in an aggregate principal amount which does not exceed a total amount equal to 15% of the value of the Assets.
Financial Covenants (a) Total Liabilities must not exceed 45% of Total Tangible Assets (b) EBIT: Finance Charges Ratio will be at least 2.0:1.00
Events of Default Events of Default include:
Failure to Pay: Applicable, with a cure period of 2 days;
Breach of Other Obligations: Applicable, with cure period of 14 days; Cross Default: Applicable, Threshold Amount is $10,000,000;
Judgment: If a judgment is made against the assets of the Trust and it is not set aside, Threshold
Amount is $10,000,000;
Enforcement or Attachment: Applicable, Threshold Amount is $5,000,000;
Responsible Entity: Events impacting on the solvency of the Issuer in its capacity as responsible
entity of the Scheme or in relation to the Issuer in its personal capacity;
Controller Appointed: Applicable, Threshold Amount is $5,000,000;
Scheme: Certain events in relation to the Scheme, including amendment of the Constitution; Obligations Unenforceable: Applicable.
6.13 Stockland Bonds: 8.25% due 2020
Issuer Stockland Trust Management Limited as responsible entity for the Stockland Trust
Guarantor Stockland Corporation Limited
Base Terms Commercial Paper and Medium Term Note Program dated 20 February 2003 and subsequent amendments
Pricing Supplement Dated 24 November 2010
Nature of the Bonds The bonds are direct, unsubordinated and unsecured obligations of the Issuer and rank without preference or priority among themselves and at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer except those liabilities mandatorily preferred by law.
Issue Size A$160,000,000
Interest Rate and Interest Payment Dates
8.25% per annum, payable semi-annually (in two coupons of 4.125%) in arrears, on 25 May and 25 November in each year, including the Maturity Date.
Issue Date 25 November 2010
Maturity Date 25 November 2020
Bond Denomination A$10,000
Repayments at the Maturity Date
On the Maturity Date, Bondholders are scheduled to receive the Face Value and the final payment of Interest.
Early Redemption by Bondholder
Change of Control - In certain circumstance, where there is a Change of Control and a credit rating
downgrade of the Bonds below a certain rating, then holders of the Bonds can “Put” the Bonds back to the Issuer prior to the Maturity Date
Key Risks The value of an investment in Stockland Bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect Stockland’s financial performance. The following risks may also affect an investment in Stockland Bonds:
Stockland’s financial performance and rating – a change in Stockland’s financial condition or rating may impact on the market value and the transferability of the Bonds;
Liquidity risk – an active secondary market in respect of the Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell the Bonds;
Interest rate risk – the value of Fixed Rate Bonds may be adversely affected by movements in market interest rates;
Litigation risks – risks relating to litigation and regulatory actions;
Default risk – if an event of default occurs under the Bonds, or the Issuer fails to perform any obligation in relation to the Bonds, such event or failure may impact on the value of an investment in the Bonds, the transferability of the Bonds and the ability of a holder to recover amounts due under the Bonds. In assessing potential default risk, a bondholder should consider the periodic and continuous disclosures made by the Issuer.
Key Benefits Key benefits include:
approximately 6 years remaining until Maturity Date; interest paid semi-annually in arrears;
interest paid as 100% cash;
interest is not deferrable nor are interest payments discretionary; rank equally with all other senior and unsecured creditors of the Issuer.
Negative Pledge It will be an Event of Default in respect of the Bonds if any Security Interest other than a Permitted Security Interest exists over any property which the Issuer holds in its capacity as responsible entity of the Scheme.
Permitted Security Interests comprise:
(a) any Security Interest arising by operation of law; (b) certain Security Interest over property acquired; (c) any Security Interest already in existence;
(d) certain Security Interests granted in connection with retirement villages; and
(d) any Security Interest (other than (a) to (d) above) securing indebtedness in an aggregate principal amount which does not exceed a total amount equal to 15% of the value of the Assets.
Financial Covenants (a) Total Liabilities must not exceed 45% of Total Tangible Assets (b) EBIT: Finance Charges Ratio will be at least 2.0:1.00
Events of Default Events of Default include:
Failure to Pay: Applicable, with a cure period of 2 days;
Breach of Other Obligations: Applicable, with cure period of 14 days; Cross Default: Applicable, Threshold Amount is $10,000,000;
Judgment: If a judgment is made against the assets of the Trust and it is not set aside, Threshold
Amount is $10,000,000;
Enforcement or Attachment: Applicable, Threshold Amount is $5,000,000;
Responsible Entity: Events impacting on the solvency of the Issuer in its capacity as responsible
entity of the Scheme or in relation to the Issuer in its personal capacity;
Controller Appointed: Applicable, Threshold Amount is $5,000,000;
Scheme: Certain events in relation to the Scheme, including amendment of the Constitution; Obligations Unenforceable: Applicable.