SCENTRE GROUP ANNOUNCES EXPIRATION AND RESULTS OF TENDER OFFER

NEW YORK and SYDNEY, April 30, 2026 /PRNewswire/ -- On April 22, 2026, 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"), announced that it had 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"). The terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated April 22, 2026 (the "Offer to Purchase").

Tender Offer Expiration and Results

The Tender Offer expired today at 5:00 p.m., New York City time (the "Expiration Time"). According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Tender Offer, US$1,168,558,000 aggregate principal amount of Notes, or approximately 89.1% of the aggregate principal amount outstanding as of April 22, 2026, were validly tendered and not validly withdrawn as of the expiration of the Tender Offer.

In addition, notices of guaranteed delivery were received for US$4,753,000 aggregate principal amount of Notes pursuant to the guaranteed delivery procedures described in the Offer to Purchase. Acceptance of such Notes remains subject to the delivery, at or prior to 5:00 p.m., New York City time, on May 4, 2026 (the "Guaranteed Delivery Deadline"), of such Notes and the corresponding documentation pursuant to the terms and subject to the conditions described in the Offer to Purchase.

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 as described in the Offer to Purchase. The Offeror expects to pay for all Notes that have been validly tendered at or prior to 5:00 p.m., New York City time, today, and that are accepted for purchase on May 5, 2026 (the "Settlement Date"). The Offeror expects to pay for the Notes validly tendered and delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase and that are accepted for purchase on May 5, 2026 (the "Guaranteed Delivery Settlement Date").

Participating holders of Notes will receive the purchase price of US$1,009.09 for each US$1,000 principal amount of Notes validly tendered and accepted for purchase, plus 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 applicable. 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 described in the Offer to Purchase.

If the Offeror accepts for purchase and cancels all of the Notes validly tendered in the Tender Offer as of the Expiration Time, it will have repurchased and canceled in aggregate approximately 90.4% of the principal amount of Notes originally issued. 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, the Offeror will be able to redeem the outstanding Notes at par on not less than ten calendar days' notice (subject to applicable laws). The Offeror intends to exercise its redemption right as soon as practicable after completion of the Tender Offer.

Dealer Managers and Tender and Information Agent

The Offeror has appointed Merrill Lynch International and SMBC Bank International plc 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 (888) 292-0070 (U.S. toll-free) or [email protected] (email) or SMBC Bank International plc at +44 20 4507 5020 (international) 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 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 42 Westfield destinations across Australia and New Zealand encompassing approximately 12,000 outlets. Our Purpose is creating extraordinary places and experiences that connect, enrich and are essential to our communities. Our Ambition is to create the places more people choose to come, more often and for longer.

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