General Disclaimer
Any information expressed in this Fact Sheet does not purport to be 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 ensure the information is as accurate and relevant as possible, it is at best 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.
Specific Disclaimer
- The WDC customised Corporate Action (CA) templates are not designed for funds where you have recorded Westfield Group stapled securities into 3 investments, i.e. Westfield American Trust (WAT), Westfield Trust (WT) and Westfield Holding Limited (WHL) separately.
- The WDC customised CA templates will not work if you have already processed the Corporate Actions manually.
- The WDC customised CA templates will not work out the correct cost base for Scentre Group (SCG) and Westfield Corporation Stapled Securities (WFD) if the 2014 distribution tax statements for WDC have not been processed.
- The WDC customised CA templates cannot compute any cost base allocation if any parcels existed before the stapled securities created on 16 July 2004. The cost base and tax deferred split between SCG and WFD need to be manually determined.
- The WDC customised CA templates will not take into account specific NTA tables and tax deferred adjustments of WDC parcels acquired under Distribution Reinvestment Program (DRP), as the differences in cost base determination will be immaterial.
Background
This Fact Sheet outlines the recommended procedures to process the Westfield Group (WDC) restructure in Class. On 30 June 2014, a demerger of its Australian and New Zealand operation from existing Westfield Group (WDC) and merger with the Westfield Retail Trust (WRT) to form the new stapled security, Scentre Group (SCG). The remaining component of WDC has become Westfield Corporation stapled securities (WFD). The diagrams below illustrate the corporate structure before and after:
Diagram 1: WDC Internalised Restructure (Demerger and Asset Transfer)
Diagram 2: WDC after Restructure (Destapling, Merger with WRT and Restapling)
Summary of the Restructure Steps
Westfield Group (WDC) was created on 16 July 2004 as a stapled security listed on ASX, which was made up of:
- 1 share in a public listed company - Westfield Holdings Limited (WHL);
- 1 unit in a public unit trust - Westfield Trust (WT); and
- 1 unit in another public unit trust - Westfield American Trust (WAT).
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Steps |
How has Class implemented these changes? |
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WCL Demerger: WHL distributed the shares in Westfield Corporation Limited (WCL) to WDC security holders on the basis of one WCL share for each original WHL share held. WFDT Distribution & Asset Transfer: WT distributed the units in WFDT to WDC security holders on the basis of one WFDT unit for each original WT unit held. Then WT transferred assets (i.e. relevant shopping centre interests) to WFDT. Capital Conversion: For every 1,000 WHL shares and WT trusts you hold under WDC, they would be converted into 1,246 WHL shares and 1,246 WT units in Scentre Group (SCG) stapled securities.
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Class has built a specialised Spin-off/Demerger template to allocate various cost base and tax deferred apportionment on a parcel-by-parcel basis:
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Optional Step - In Specie Distribution: WT made a capital distribution of $0.0011 per converted WT unit in Scentre Group (SCG), which was applied to acquire:
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Class has not implemented the in specie distribution to create WRT1 and WRT2, refer to Appendix 1 for reasoning. However, you can elect to do additional processing to replicate the internal transfer of cost bases within the same stapled security. Unlike the WRT merger, it would be more intuitive to process the in specie distribution directly on SCG instead of the original WDC. |
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Code Change from WDC to WFD: The remaining cost base left in WDC, i.e. 53.3% of original WT (now WFDT), 73.3% of the original WHL (now WCL), plus 100% of WAT, will be moved into WFD stapled securities. |
Class has built a specialised Code Change template to achieve the following:
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Refer to this article Illustrated Example of Westfield Group (WDC) Restructure and Merger with Westfield Retail Trust (WRT) 30-Jun-2014 for a worked example.