WFD is a triple stapled security consisting of the following:
- one share in Westfield Corporation Ltd (WCL)
- one unit in WFD Trust (WFDT), and
- one unit in Westfield America Trust (WAT).
On 7 June 2018, WCL transferred all its shares in OneMarket Limited (OMN) to its stapled security holders through a demerger. Westfield Group, then entered into a Scheme of Arrangement to exchange WFD stapled securities for Unibail-Rodamco SE (URW) stapled securities and cash. WFD was subsequently delisted from the ASX on 8 June 2018.
- Demerger of OneMarket: Westfield will demerge OMN on the basis of one OMN share for every 20 WFD held with fractional units being rounded up to nearest whole number. The demerger consideration will be paid in the form of unfranked dividends at the rate of $0.0677 per WFD held. Demerger relief is not available.
Acquisition by Unibail-Rodamco: Unibail-Rodamco will acquire all the WFD for US$2.67 cash and 0.01844 New Unibail-Rodamco stapled shares per WFD held, which will be issued in the form of Unibail-Rodamco-Westfield CDIs (ASX: URW). Eligible shareholders will receive 20 new Unibail-Rodamco CDIs for each stapled share they are entitled to receive with fractional units of stapled shares being rounded down to the nearest whole number prior to allocation of CDIs. Scrip for scrip rollover relief may be available for WCL shares.
You may refer to the illustrative diagram below for more information on the underlying transaction.
General Disclaimer: Any information expressed in this page does not purport to be any financial or tax advice as we have not taken into account any of your financial or tax objectives that are specific to your circumstance. While effort has been made to make sure the information is as accurate and relevant as possible, it should be construed as general information to assist Class users in understanding the implications of the Corporate Action. You should not rely on the information provided as advice, instead seek your own independent advice from appropriately qualified practitioners or conduct your own research.
You should NOT use the automated Corporate Action for the following scenarios:
- If the fund records WFD into 3 separate investments, i.e. Westfield American Trust (WAT), WFD Trust (WFDT) and Westfield Corporation Limited (WCL) separately.
- If the fund holds 108 or less WFD securities at the time of the 2018 Westfield Restructure, the fund would be defined as a Minimum Holder and would have received cash instead of Unibail-Rodamco CDIs. You are required to process the Unibail takeover transaction manually via a disposal event.
- If there are any WFD parcels with CGT date prior to 16 July 2004, the system does not support the Unibail takeover transaction and you are required to process the transaction manually.
- If a data feed has created any transactions that relate to this Westfield Corporate Action in the fund, you should consider deleting those transactions and process with the automated Corporate Action provided by Class or process it manually to ensure the cost base is handled accordingly.
To process this in Class you will need to complete the steps below:
Step 1: Demerger of OneMarket
Demerger of OneMarket
This Corporate Action is available at both the Business and Fund level. Refer to User Guide Corporate Actions Console for detailed steps.
The demerger dividend event will be automatically processed and applied as the cost base for OneMarket share.
Process 2018FY Distribution Tax Statement for WFD on 7 June 2018
Processing the WFD Distribution Tax Statement is a prerequisite step and must have an effective date on or before 7 June 2018 rather than 30 June 2018 to ensure the tax deferred adjustment is correctly applied to the WFD cost base. This adjustment will be taken into account when the system calculates any realised capital gains or losses on WFD from this restructure.
Class will automatically create the OneMarket demerger dividend from Step 1 as an unfranked dividend event. When entering the 2018 WFD Distribution Tax Statement, you do not need to enter the unfranked (Conduit Foreign Income) amount, as the income has already been incorporated and reinvested to form the cost for OMN shares.
Acquisition by Unibail-Rodamco (WFD Cost Base Split & Cash Proceed)
If the fund holds 108 or less WFD securities at the time of the 2018 Westfield Restructure, the fund would be a Minimum Holder and would have received cash instead of Unibail-Rodamco CDIs. You can ignore Class Corporate Actions, and process a disposal of WFD for the amount of the cash received manually in Class.
This transaction splits the WFD cost base into two parts, the proportion that is attributable to the scrip consideration and the proportion that is attributable to cash component including the fractional entitlement. If the parcel carries any cost base adjustments, including any notional deferred gains as a result of the transitional CGT relief, they will be proportioned based on the following:
This Corporate Action is also made available at the Business Level > Investments > Corporate Action Console
Acquisition by Unibail-Rodamco (URW Takeover)
Process the Unibail acquisition of Westfield to reflect the WFD disposal in exchange of the URW shares, this corporate action is available at both Business level and Fund level.
If the fund holds 108 or less WFD securities at the time of the 2018 Westfield Restructure, the fund would be a Minimum Holder and would have received cash instead of Unibail-Rodamco CDIs. You are required to process the Unibail transactions manually in Class.
See below a summary of the treatment of cost base adjustments:
The system will apply 'no rollover relief' option to the parcels that are not eligible for rollover relief, i.e. if they are in a loss position.
For any parcels that contain 54 units of WFD or less, Class automatically applies 'no rollover relief' option to those parcels collectively.