SCENTRE GROUP ANNOUNCES CASH TENDER OFFER FOR UP TO US$300 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS OUTSTANDING SUBORDINATED NOTES

NEW YORK and SYDNEY, Nov. 2, 2023 /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 (ASX: SCG) ("Scentre Group"), has commenced a cash tender offer (the "Tender Offer") for up to US$300 million aggregate principal amount (the "Aggregate Maximum Amount") of its outstanding Subordinated Non-Call 10 Fixed Rate Reset Notes due 2080 and Subordinated Non Call 6 Fixed Rate Reset Notes due 2080 (together, the "Notes" and each, a "series" of Notes).

The Tender Offer is being made pursuant to an Offer to Purchase, dated November 2, 2023 (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/registration/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".

Tender Offer Details

Upon the terms and subject to the conditions described in the Offer to Purchase, the Offeror has invited holders of Notes to tender Notes for purchase by the Offeror for cash up to an aggregate principal amount of the outstanding Notes equal to the Aggregate Maximum Amount. The aggregate principal amount of each series of Notes that the Offeror will purchase in the Tender Offer will be determined in accordance with the acceptance priority level for such series as set forth in the table above (the "Acceptance Priority Level"), with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level. The aggregate principal amount of Notes purchased in the Tender Offer will not exceed the Aggregate Maximum Amount.

Subject to the Aggregate Maximum Amount, the application of the Acceptance Priority Levels, proration (if applicable) and the satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Offeror will accept for purchase on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable (each, a "Settlement Date"), Notes validly tendered in the Tender Offer.

Notes validly tendered at or prior to the Early Tender Time (as defined below) will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time, even if such Notes validly tendered after the Early Tender Time have a higher acceptance priority level than Notes validly tendered at or prior to the Early Tender Time. Accordingly, if the Aggregate Maximum Amount is reached as a result of tenders of Notes made at or prior to the Early Tender Time, Notes tendered after the Early Tender Time, regardless of acceptance priority level, will not be accepted for purchase (unless the Aggregate Maximum Amount is increased by the Offeror, in its sole discretion).

The Tender Offer will expire at 5:00 p.m., New York City time, on December 4, 2023, 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 applicable Early Tender Consideration (as defined below), which includes an early tender premium of US$50 per US$1,000 principal amount of Notes (the "Early Tender Premium"), holders of Notes must validly tender their Notes at or prior to 5:00 p.m., New York City time, on November 16, 2023, unless extended or the Tender Offer is earlier terminated by the Offeror (such date and time, the "Early Tender Time").

If a Holder validly tenders its Notes after the Early Tender Time but at or prior to the Expiration Time and such Holder's Notes are accepted for purchase such Holder will receive only the applicable Late Tender Consideration (as defined below).

Proration

Notes accepted for purchase in the Tender Offer may be subject to proration. If purchasing all of the Notes of a series validly tendered at or prior to the Early Tender Time or the Expiration Time, as applicable, (when taking into account the relevant Acceptance Priority Levels) would cause the Aggregate Maximum Amount to be exceeded, the amount of Notes of that series purchased on the applicable Settlement Date will be prorated based on the aggregate principal amount tendered at or prior to such time. The proration rate used for applicable tenders of such series of Notes will be the percentage factor that results in the aggregate principal amount of all Notes that are validly tendered and accepted for purchase in the Tender Offer coming nearest to but not exceeding the Aggregate Maximum Amount. When proration of a series of Notes is required, the aggregate principal amount of such Notes tendered by a holder will be multiplied by the proration rate and then rounded down to the nearest US$1,000 increment. The proration procedures will also take into account the minimum authorized denomination of the Notes, being US$200,000, as detailed in the Offer to Purchase.

Consideration and Accrued Interest

The consideration (the "Early Tender Consideration") offered per US$1,000 principal amount of Notes of a series validly tendered at or prior to the Early Tender Time and accepted for purchase will be determined as of 9:15 a.m., New York City time, on November 17, 2023 (such date and time, the "Price Determination Time"), in the manner described in the Offer to Purchase to reflect, as of the Early Settlement Date, a yield to the initial interest reset date for such series of Notes specified in the table above (the "First Reset Date") equal to the sum of: (i) the yield to maturity (the "Reference Yield") of the applicable 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 for such series of Notes specified in the table above (the "Fixed Spread"). Specifically, the consideration for each series will equal (i) the value of the remaining payments of principal and interest on Notes of such series up to and including their First Reset Date (assuming for the purposes of the calculation that all outstanding Notes of such series are redeemed at their principal amount on the applicable First Reset Date), discounted to the Early Settlement Date at a discount rate equal to the sum of (x) the applicable Reference Yield plus (y) the applicable Fixed Spread, minus Accrued Interest as of the Early Settlement Date (each as defined below).

The Early Tender Time is the last date and time for holders to tender their Notes in order to be eligible to receive the applicable Early Tender Consideration. Holders of Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time and that are accepted for purchase will receive an amount equal to the applicable Early Tender Consideration minus the Early Tender Premium (the "Late Tender Consideration").

In addition to the applicable Early Tender Consideration or the Late Tender Consideration, as the case may be, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest ("Accrued Interest") from the last semi-annual interest payment date up to, but not including, the applicable Settlement Date.

Settlement

The Offeror reserves the right, in its sole discretion, to pay for Notes that are validly tendered at or prior to the Early Tender Time and that are accepted for purchase on a date after the Early Tender Time and prior to the Expiration Time (the "Early Settlement Date"). The Offeror anticipates that the Early Settlement Date will be November 21, 2023, the third business day after the Early Tender Time, subject to all conditions to the Tender Offer having been satisfied or waived by the Offeror.

Except as set forth in the paragraph above, payment for the Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." The Offeror anticipates that the Final Settlement Date will be December 6, 2023, the second business day after the Expiration Time, subject to all conditions to the Tender Offer having been satisfied or waived by the Offeror.

Withdrawal Conditions

Notes tendered pursuant to the Tender Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on November 16, 2023, unless extended or the Tender Offer is earlier terminated by the Offeror (such date and time, as it may be extended, the "Withdrawal Deadline"), but not thereafter.

After the Withdrawal Deadline, holders may not withdraw their tendered Notes unless the Offeror amends the Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended to the extent required by law, or as the Offeror otherwise determines is appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, the Offeror, in its sole discretion, may extend the Withdrawal Deadline for any purpose. Notes withdrawn prior to the Withdrawal Deadline may be tendered again at or prior to the Expiration Time, in accordance with the procedures set forth in the Offer to Purchase.

If a holder holds their Notes through a custodian bank, broker, dealer or other nominee, such nominee may have an earlier deadline or deadlines for receiving instructions to participate or withdraw tendered Notes in the Tender Offer.

The Offeror's obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Tender Offer may be terminated or withdrawn, subject to applicable law. The Offeror reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer, (iii) increase or decrease the Aggregate Maximum Amount, or (iv) otherwise amend the Tender Offer in any respect.

Dealer Managers and Tender and Information Agent

The Offeror has appointed Deutsche Bank Securities Inc. and Merrill Lynch International as dealer managers (the "Dealer Managers") for the Tender Offer. The Offeror has retained Global Bondholder Services Corporation as the tender and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Deutsche Bank Securities Inc. at +1 (866) 627‑0391 (toll-free) or +1 (212) 250-2955 (international) or Merrill Lynch International at  +44 207 996 5420 (international) or +1 (980) 387-3907 (in the U.S.) or +1 (888) 292-0070 (U.S. toll-free) or DG.LM‑[email protected] (email). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only), (855) 654‑2015 (toll-free) or 001‑212‑430-3774 (international), by email at contact@gbsc‑usa.com or at www.gbsc‑usa.com/registration/scentre.

This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Neither the Offer to Purchase nor any disclosure document (as defined in the Australian Corporations Act 2001) in relation to the Notes has been lodged with the Australian Securities and Investments Commission, and in Australia, the Tender Offer is only available to persons to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Australian Corporations Act.

From time to time after completion of the Tender Offer, the Offeror or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Offeror may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.

About Scentre Group

We acknowledge the Traditional Owners and communities of the lands on which our business operates. We pay our respect to Aboriginal and Torres Strait Islander cultures and to their Elders past and present.

We recognise the unique role of Māori as Tangata Whenua of Aotearoa/New Zealand.

Scentre Group (ASX: SCG) owns and operates 42 Westfield Living Centres across Australia and New Zealand encompassing more than 12,000 outlets. Our Purpose is creating extraordinary places, connecting and enriching communities. Our Plan is to create the places more people choose to come, more often, for longer. Our Ambition is to grow the business by becoming essential to people, their communities and the businesses that interact with them.

This release contains forward-looking statements. Forward-looking statements are information of a non‑historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. You should not place undue reliance on these forward-looking statements. Except as required by law or regulation (including the ASX Listing Rules) neither the Offeror nor Scentre Group undertake any obligation to update these forward-looking statements.

MEDIA CONTACT:
Scentre Group Corporate Affairs
[email protected]

SOURCE Scentre Group

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