SCENTRE GROUP ANNOUNCES CASH TENDER OFFER FOR UP TO US$550 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS OUTSTANDING SUBORDINATED NOTES

NEW YORK and SYDNEY, Aug. 20, 2024 /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$550 million aggregate principal amount (the "Maximum Tender Amount") of its outstanding Subordinated Non-Call 6 Fixed Rate Reset Notes due 2080 (the "Notes"). The Tender Offer is subject to certain conditions as described in the Offer to Purchase, including the Financing Condition and the Minimum Tender Condition (each as defined below).

Following the Early Tender Time (as defined below), provided that the Minimum Tender Condition has been satisfied or waived and subject to market conditions, Scentre Management Limited, in its capacity as responsible entity and trustee of SGT 1 ("SML"), intends to conduct an offering of new subordinated debt securities denominated in Australian Dollars ("A$") to certain institutional investors outside the United States (the "Financing Transaction"). SML intends to issue in the Financing Transaction up to the principal amount of new securities that, when converted to US$ at the exchange rate used by the Offeror to hedge the Notes (the "Notes Hedging FX Rate", being A$1 = US$0.7288) and subject to rounding, is equivalent to the Maximum Tender Amount. The Offeror will not repurchase more than the amount of Notes equivalent to the principal amount of new securities, when converted into US$ at the Notes Hedging FX Rate, that are actually issued in the Financing Transaction. As a consequence, the Offeror may not purchase all of the Notes validly tendered even if the aggregate principal amount tendered is less than the Maximum Tender Amount. We refer to the lesser of (i) the Maximum Tender Amount and (ii) the aggregate principal amount of Notes equivalent to the principal amount of new securities, when converted into US$ at the Notes Hedging FX Rate, that are issued in the Financing Transaction as the "Tender Amount".

Up to US$550,000,000 Aggregate Principal Amount of the Outstanding Notes Listed Below:

The Tender Offer is being made pursuant to an Offer to Purchase, dated August 20, 2024 (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 https://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".

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 Maximum Tender Amount. The Tender Offer is subject to certain conditions described below, including the Financing Condition and the Minimum Tender Condition. The Tender Offer is conditional on a minimum of US$250,000,000 in principal amount of Notes being tendered by the Early Tender Time (the "Minimum Tender Condition"). The Offeror may waive the Minimum Tender Condition in its discretion.

Following the Early Tender Time, provided that the Minimum Tender Condition has been satisfied or waived and subject to market conditions, SML intends to conduct the Financing Transaction. SML intends to issue in the Financing Transaction up to the principal amount of new securities that, when converted into US$ at the Notes Hedging FX Rate and subject to rounding, is equivalent to the Maximum Tender Amount.

If, in Scentre Group's reasonable opinion, SML is unable to complete the Financing Transaction on acceptable terms, the Offeror may terminate the Tender Offer without purchasing any Notes (the "Financing Condition").

If the principal amount of new securities that in Scentre Group's reasonable opinion SML is able to issue on acceptable terms in the Financing Transaction, when converted into US$ at the Notes Hedging FX Rate, is less than the principal amount of Notes validly tendered, the Offeror will only repurchase a maximum of the amount of Notes validly tendered equivalent to the principal amount of new securities, when converted into US$ at the Notes Hedging FX Rate, that are actually issued in the Financing Transaction. As a consequence, the Offeror may not purchase all of the Notes validly tendered even if the aggregate principal amount validly tendered is less than the Maximum Tender Amount. We refer to the lesser of (i) the Maximum Tender Amount and (ii) the aggregate principal amount of Notes equivalent to the principal amount of new securities, when converted into US$ at the Notes Hedging FX Rate, that are issued in the Financing Transaction as the Tender Amount. The Offeror also reserves the right to increase the Maximum Tender Amount. For example, if in the Financing Transaction, SML is able to issue on acceptable terms an amount of new securities that, when converted into US$ at the Notes Hedging FX Rate, exceeds the Maximum Tender Amount of Notes, the Offeror may increase the Maximum Tender Amount of Notes correspondingly. However, the Offeror is under no obligation to increase the Maximum Tender Amount in the event that it raises more funds in the Financing Transaction.

Any investment decision to purchase any securities that may be issued in the Financing Transaction should be made solely on the basis of the information contained in the separate offering document relating to the Financing Transaction, and the Financing Transaction will be subject solely to the terms and conditions set out therein. No securities will be offered or sold in the Financing Transaction to any person in the United States.

Subject to 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"), validly tendered Notes up to the Tender Amount.

Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time. Accordingly, if the Tender 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 will not be accepted for purchase (unless the Offeror, in its discretion, elects to increase the Maximum Tender Amount).

The Tender Offer will expire at 5:00 p.m., New York City time, on September 19, 2024, 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 Early Tender Consideration (as defined below), which already 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 September 4, 2024, 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 under the terms of the Tender Offer, such holder will receive only the Late Tender Consideration (as defined below).

Holders of Notes may only tender Notes in accordance with the procedures set forth in the Offer to Purchase.

Proration

Notes accepted for purchase in the Tender Offer may be subject to proration. If purchasing all of the Notes validly tendered at or prior to the Early Tender Time or the Expiration Time, as applicable, would exceed the Tender Amount, the amount of Notes 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 tenders 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 Tender Amount. When proration 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 validly tendered at or prior to the Early Tender Time and accepted for purchase will be determined as of 10:00 a.m., New York City time, on September 5, 2024 (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 Early Settlement Date, a yield to the initial interest reset date specified in the table above (the "First Reset 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 Reset Date (assuming for the purposes of the calculation that all outstanding Notes are redeemed at their principal amount on the First Reset Date), discounted to the Early 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 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 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 Early Tender Consideration minus the Early Tender Premium (the "Late Tender Consideration").

In addition to the 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 September 10, 2024, the fourth 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 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 September 23, 2024, 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 September 4, 2024, 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. Notes may only be withdrawn in accordance with the procedures set forth in the Offer to Purchase.

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. For the avoidance of doubt, we do not regard accepting less Notes than the amount validly tendered because the amount we raise in the Financing Transaction is less than we expect and applying proration accordingly as materially adverse to the tendering Holders. 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 purchase and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the Financing Condition and the Minimum Tender Condition, as 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 Maximum Tender Amount, or (iv) otherwise amend the Tender Offer in any respect.

Dealer Managers and Tender and Information Agent

The Offeror has appointed Merrill Lynch International, RBC Capital Markets, LLC and SMBC Nikko Capital Markets Limited 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: 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 [email protected] (email) or RBC Capital Markets, LLC at (212) 618-7843 (in the U.S.) or (877) 381-2099 (U.S. toll-free) or [email protected] (email) or SMBC Nikko Capital Markets Limited at + 44 204 507 5043 or [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 https://www.gbsc-usa.com/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 or will be 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 in accordance with 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 destinations 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.

Contact: Scentre Group Corporate Affairs, [email protected]

SOURCE Scentre Group