Westfield Group (WDC) will move to merge its Australian and New Zealand businesses with Westfield Retail Trust (WRT) to form a new venture to be known as Scentre Group.
In a statement to the Australian Securities Exchange, Westfield Group unveiled the proposal, which would see the international business of Westfield Group become Westfield Corporation.
Both new entities will be listed on the ASX and have separate board and management teams.
In addition, both groups will maintain the Westfield brand on their shopping centres and chairman of Westfield Group Frank Lowy will become chairman of both entities.
Under the proposal, Westfield Retail Trust securityholders will receive $285 and 918 securities in Scentre Group for every 1,000 shares held.
The cash payment will be effected through an $850 million capital return, equivalent to a pro rata buyback of Westfield Retail Trust securities at $3.47 per security.
Westfield Group securityholders will receive 1,000 securities in the new Westfield Corporation and 1,246 securities in Scentre Group for every 1,000 securities held
Lowy backs restructure
Mr Lowy said Westfield’s international business and its Australian and New Zealand business had both grown in scale and quality to the stage where they could stand on their own.
"They can each operate more efficiently, and generate greater growth and value for investors, by being independent," he said.
"The proposal represents the latest in a series of capital restructures that have maintained the success of Westfield since it was first listed in 1960."
Mr Lowy said the proposal provided investors with a clear choice as to what they wanted to invest in, "both in terms of geographic and currency exposure."
The proposal has the unanimous support of the Westfield Group board and the independent directors of the Westfield Retail Trust board.
Chairman of Westfield Retail Trust, Richard Warburton, said the independent directors of the board believed the proposal is in the best interests of securityholders.