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Share in the Ownership PRODUCT DISCLOSURE STATEMENT SHARE IN THE OWNERSHIP Underwriters JOINT LEAD MANAGERS ANZ Commonwealth Bank Deutsche Bank J.P. Morgan Merrill Lynch Moelis & Company National Australia Bank RBS UBS Westpac PRODUCT DISCLOSURE STATEMENT DATED 3 NOVEMBER 2010 RE1 Limited (ABN 80 145 743 862) (AFS LICENCE 380202) AS RESPONSIBLE ENTITY OF Westfield Retail Trust 1 (ARSN 146 934 536) RE2 Limited (ABN 41 145 744 065) (AFS LICENCE 380203) AS RESPONSIBLE ENTITY OF Westfield Retail Trust 2 (ARSN 146 934 652) AN OPPORTUNITY TO INVEST IN austraLIA AND NEW ZEALANd’S PRE-EMINENT SHOPPING Centre portFOLIO DELIVERING attraCTIVE returns to investors IMPORTANT NOTICES This document is important and requires your No cooling-off rights If you come into possession of this PDS immediate attention. You should read the entire Cooling-off rights do not apply to an (electronically or otherwise), you should observe document carefully before deciding whether investment in Stapled Units pursuant to the any such restrictions and should seek your to invest in Stapled Units. In particular, you Offer. This means that, in most circumstances, own advice on such restrictions. Any failure to should consider the risk factors outlined in you cannot withdraw your Application once comply with such restrictions may contravene section 7 and the tax implications outlined it has been accepted. applicable securities laws. in section 9. The potential tax effects of the This PDS may not be distributed to, or relied Electronic PDS Offer will vary between investors. All investors upon by, persons in the United States unless should satisfy themselves of any possible This PDS may be viewed online during accompanied by the Institutional Offering tax consequences by consulting their own the Offer Period on Westfield Retail Trust’s Memorandum as part of the institutional professional tax adviser. website at www.westfieldretailoffer.com. It is component of the Offer. This PDS does not available to persons in the United States. Product disclosure statement not constitute an offer to any person in the If you access the electronic version of this United States. This document (the PDS) is a product PDS you should ensure that you download disclosure statement for the purposes of and read the entire PDS. The Stapled Units have not been, and will not Part 7.9 of the Corporations Act issued by: be, registered under the U.S. Securities Act A paper copy of this PDS can be obtained or the securities laws of any state or other – RE1 as responsible entity of Westfield during the Offer Period, free of charge by calling jurisdiction of the United States, and may not Retail Trust 1 and RE2 as responsible entity the Westfield Retail Trust Offer Information Line: be offered or sold in the United States except of Westfield Retail Trust 2, each in respect – Westfield Group Securityholders should in a transaction exempt from, or not subject of the Offer of Stapled Units; and call 1300 132 211 (within Australia) or to, the registration requirements of the U.S. – Westfield Management Limited WML( ) +61 3 9415 4070 (outside Australia); Securities Act of 1933 (U.S. Securities Act) as responsible entity of Westfield Trust – New investors should call and applicable U.S. state securities laws. (WFT) in respect of the transfer of units 1800 143 150 (within Australia) or See section 11.20 for further details. in Westfield Retail Trust 1 and Westfield +61 3 9415 4282 (outside Australia), Holdings Limited (WHL) in respect of the Warning for New Zealand investors at any time from 8.30am to 5.00pm transfer of units in Westfield Retail Trust 2, The warning statement below is required under (Sydney time) Monday to Friday. each under the Capital Distribution. the Securities (Mutual Recognition of Securities Each Stapled Unit issued under the Offer or You will only be entitled to accept the Offer by Offerings – Australia) Regulations 2008 transferred under the Capital Distribution will completing an Application Form attached to (New Zealand) and relates to the Retail Westfield comprise one unit in Westfield Retail Trust 1 or which accompanies this PDS (refer to the Securityholder Offer and the Public Offer, which and one unit in Westfield Retail Trust 2. “How to apply” section for further information). are made pursuant to those Regulations in RE1, RE2, WML and WHL each takes full Updated information New Zealand. Please see section 11.20(c) for details of the applicable legal restrictions responsibility for the whole of this PDS. Information about the Capital Distribution or the in relation to the other offers to New Zealand Offer may need to be updated by RE1, RE2, This PDS was prepared in accordance with investors contained in this PDS. section 1013A of the Corporations Act. This WML or WHL. Any updated information about PDS is dated Wednesday, 3 November 2010 the Capital Distribution or the Offer which is not This offer to New Zealand investors is a and was lodged with ASIC on that date. materially adverse to investors will be made regulated offer made under Australian and available on Westfield Retail Trust’s website at New Zealand law. In Australia, this is Chapter 8 Westfield Retail Trust will apply within seven www.westfieldretailoffer.com. RE1, RE2, WML of the Corporations Act and Regulations. In days of the date of this PDS for the quotation and WHL will provide a copy of the updated New Zealand, this is Part 5 of the Securities Act of the Stapled Units on ASX. Neither ASIC nor information free of charge to any person who 1978 and the Securities (Mutual Recognition of ASX takes any responsibility for the contents of requests a copy by calling the Westfield Retail Securities Offerings – Australia) Regulations 2008. this PDS nor for the merits of the investment to Trust Offer Information Line: which this PDS relates. This offer and the content of the offer document – Westfield Group Securityholders should are principally governed by Australian rather Not investment advice call 1300 132 211 (within Australia) or than New Zealand law. In the main, the The information provided in this PDS is +61 3 9415 4070 (outside Australia); Corporations Act 2001 and Regulations not financial product advice. It is general (Australia) set out how the offer must be made. – New investors should call information only, and has been prepared 1800 143 150 (within Australia) or There are differences in how securities are without taking into account your investment +61 3 9415 4282 (outside Australia), regulated under Australian law. For example, objectives, financial circumstances or the disclosure of fees for collective investment at any time from 8.30am to 5.00pm particular needs. You should consider whether schemes is different under the Australian regime. the information in this PDS is appropriate (Sydney time) Monday to Friday. The rights, remedies, and compensation for you in light of your objectives, financial Where updated information about the Capital arrangements available to New Zealand situation and needs. In particular, you should Distribution or the Offer is materially adverse to investors in Australian securities may differ consider the risk factors (see section 7) investors, RE1, RE2, WML and WHL will issue from the rights, remedies, and compensation that could affect the financial performance a supplementary product disclosure statement arrangements for New Zealand securities. of Westfield Retail Trust before deciding in accordance with their obligations under the what course you should follow. You should Corporations Act. Both the Australian and New Zealand securities consider these factors in light of your personal regulators have enforcement responsibilities circumstances (including financial and Foreign jurisdictions in relation to this offer. If you need to make a taxation issues – see section 9). To obtain This PDS does not constitute an offer in any complaint about this offer, please contact the advice or more information about the products place in which, or to any person to whom, Securities Commission, Wellington, New Zealand. offered in this PDS, you should speak to an it would not be lawful to make such an offer. The Australian and New Zealand regulators will Australian financial services licensee or an No action has been taken to register the work together to settle your complaint. authorised representative. Stapled Units or otherwise permit an offering The taxation treatment of Australian securities is of Stapled Units in any jurisdiction outside of Please carefully read the instructions on the not the same as for New Zealand securities. Australia or New Zealand. accompanying Application Form in connection If you are uncertain about whether this with the Offer. The distribution of this PDS (whether investment is appropriate for you, you should electronically or otherwise) outside Australia seek the advice of an appropriately qualified and New Zealand may be restricted by law. financial adviser. 2 Westfield Retail Trust Offer of Stapled Units The offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the securities are able to be traded on a securities market and you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. If the securities market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.
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