NEW YORK and SYDNEY, April 22, 2026 /PRNewswire/ -- RE1 Limited, in its capacity as responsible entity and trustee of Scentre Group Trust 2 (the "Offeror"), a trust forming part of the stapled entity Scentre Group $(SCG.AU)$ ("Scentre Group"), has commenced a cash tender offer (the "Tender Offer") for any and all of its outstanding Subordinated Non-Call 10 Fixed Rate Reset Notes due 2080 (the "Notes").
Any and All of the Outstanding Notes Listed Below:
Title ISINs and Principal Amount First U.S. Treas Bloomberg Fixed Hypothetical Purchase
of Security CUSIP Nos. Outstanding Call Date ury Reference Spread Purchase Price(2)
Reference Page Price(1)(2)
Security
------------ ------------ ---------------- --------- ---------- --------- ------ ------------ -------------
Subordinated 144A ISIN: US$1,312,056,000 June 24, 3.875% UST FIT1 +85 US$1,013.19 To be
Non-Call 10 US76025LAB09 2030 due March bps determined at
Fixed Rate Reg S ISIN: 31, 2031 the Price
Reset Notes USQ8053LAB01 Determination
due 2080 144A CUSIP: Time
76025LAB0
Reg S CUSIP:
Q8053LAB0
(1) For illustrative purposes only, a Hypothetical Purchase Price is set out
in the table above, based upon a hypothetical pricing time at or around
1:30 p.m., New York City time, on April 21, 2026, and assuming a
Settlement Date (as defined below) of May 5, 2026. Holders should note
that the actual Purchase Price determined in the manner described in the
Offer to Purchase will be determined at the Price Determination Time and
could differ significantly from the Hypothetical Purchase Price set out
in the table above.
(2) Per US$1,000 principal amount. The Purchase Price will be calculated
using the Reference Yield (as defined below) of the U.S. Treasury
Reference Security and the Fixed Spread, and will be calculated with
reference to the First Call Date, as detailed further in the Offer to
Purchase.
The Tender Offer is being made pursuant to an Offer to Purchase, dated April 22, 2026 (as may be amended or supplemented, the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offer. The Offeror urges holders of the Notes to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer. The Offer to Purchase may be obtained at www.gbsc-usa.com/scentre/ or by contacting the tender and information agent using the telephone number or email address found below under "Dealer Managers and Tender and Information Agent".
Purpose of the Tender Offer
The purpose of the Tender Offer is to repurchase the Notes on the terms and conditions described in the Offer to Purchase as part of Scentre Group's ongoing management of its outstanding subordinated debt. Notes purchased in the Tender Offer will be retired and canceled.
Substantial Repurchase Event
Under the terms and conditions governing the Notes, the Offeror may, subject to applicable laws, redeem all of the outstanding Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest up to but excluding the redemption date if the Offeror has repurchased and canceled in aggregate 75% or more of the principal amount of Notes originally issued, which is referred to in the terms and conditions as a "Substantial Repurchase Event". The aggregate principal amount of Notes originally issued was US$1,500,000,000. As of the date of the Offer to Purchase, the Offeror has already repurchased and canceled US$187,944,000 in principal amount of Notes. As a result, if the Offeror repurchases and cancels US$937,056,000 or more in principal amount of Notes under the Tender Offer, being approximately 71.4% of the outstanding principal amount of Notes as at April 22, 2026, the Offeror will be able to exercise this redemption right (subject to applicable laws). If the Offeror repurchases the foregoing amount or more under the Tender Offer, it intends to exercise its redemption right as soon as practicable after completion of the Tender Offer.
If, following the Tender Offer, the Offeror has and exercises the right to redeem the remaining Notes at par, holders that do not participate in the Tender Offer will receive a lower price for their Notes than the Hypothetical Purchase Price. Holders should note, however, that (a) the actual Purchase Price in the Tender Offer will be determined at the Price Determination Time (as defined below) and may be higher or lower than the Hypothetical Purchase Price, (b) the Offeror will only have the right to redeem the remaining Notes at par if $937,056,000 or more of Notes are repurchased in the Tender Offer, and (c) although the Offeror intends to redeem the remaining Notes at par after the Tender Offer if it has the right to do so, it may choose not to exercise this right because of changed circumstances or any other reason.
Tender Offer Details
On the terms and subject to the conditions described in the Offer to Purchase, the Offeror has invited holders of Notes to tender for cash any and all of the outstanding Notes. The Tender Offer is subject to certain conditions described in the Offer to Purchase. The Tender Offer is not conditional upon any minimum principal amount of Notes being tendered.
The Tender Offer will expire at 5:00 p.m., New York City time, on April 30, 2026, or any other date and time to which the Offeror extends the Tender Offer (such date and time, the "Expiration Time"), unless earlier terminated. To be eligible to receive the Purchase Price plus Accrued Interest (each as defined below), holders must either (i) validly tender their Notes at or prior to the Expiration Time, or (ii) $(A)$ deliver a properly completed and duly executed notice of guaranteed delivery (substantially in the form attached as Annex 1 to the Offer to Purchase) and the other required documents in accordance with the guaranteed delivery procedures described under "The Terms of the Tender Offer-- Procedures for Tendering--Guaranteed Delivery" in the Offer to Purchase (the "Guaranteed Delivery Procedures") at or prior to the Expiration Time and $(B)$ deliver their Notes at or prior to 5:00 p.m., New York City time, on the second business day after the Expiration Time, which is expected to be May 4, 2026 (the "Guaranteed Delivery Deadline").
Holders of Notes may only tender Notes in accordance with the procedures set forth in the Offer to Purchase.
Consideration and Accrued Interest
The consideration (the "Purchase Price") offered per US$1,000 principal amount of Notes validly tendered and accepted for purchase will be determined as of 1:30 p.m., New York City time, on April 30, 2026 (such date and time, the "Price Determination Time"), in the manner described in Schedule A of the Offer to Purchase to reflect, as of the Settlement Date, a yield to the first call date specified in the table above (the "First Call Date") equal to the sum of: (i) the yield to maturity (the "Reference Yield") of the U.S. Treasury Reference Security specified in the table above, determined in accordance with market convention and based on the bid-side price of such U.S. Treasury Reference Security as quoted on the Bloomberg Reference Page specified in the table above, plus (ii) the fixed spread specified in the table above (the "Fixed Spread"). Specifically, the consideration will equal (i) the value of the remaining payments of principal and interest on the Notes up to and including their First Call Date (assuming for the purposes of the calculation that all outstanding Notes are redeemed at their principal amount on the First Call Date), discounted to the Settlement Date at a discount rate equal to the sum of (x) the Reference Yield plus (y) the Fixed Spread, minus (ii) Accrued Interest as of the Settlement Date (each as defined below).
In addition to the Purchase Price, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from and including the last semi-annual interest payment date up to, but not including, the Settlement Date, payable on the Settlement Date or the Guaranteed Delivery Settlement Date (as defined below), as applicable ("Accrued Interest"). For the avoidance of doubt, interest will cease to accrue on the Notes on the day before the Settlement Date for all Notes accepted for purchase, including those tendered in accordance with the Guaranteed Delivery Procedures.
Settlement
The Tender Offer will expire at the Expiration Time. The Offeror will pay for the Notes that are validly tendered and accepted for purchase either on the date referred to as the "Settlement Date" or on the date referred to as the "Guaranteed Delivery Settlement Date", as applicable. The Offeror anticipates that the Settlement Date for Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be May 5, 2026, the third business day after the Expiration Time. The Offeror anticipates that the Guaranteed Delivery Settlement Date for Notes (i) for which a properly completed and duly executed notice of guaranteed delivery and the other required documents in accordance with the Guaranteed Delivery Procedures are delivered at or prior to the Expiration Time and (ii) delivered at or prior to the Guaranteed Delivery Deadline (and not prior to the Expiration Time) and that are accepted for purchase will be May 5, 2026, the first business day after the Guaranteed Delivery Deadline.
Withdrawal Conditions
(MORE TO FOLLOW) Dow Jones Newswires
April 22, 2026 07:56 ET (11:56 GMT)
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