For personal use only Encl. · 5/13/2013  · Good morning and welcome to the Annual Meeting for...

36
1 13 May 2013 The Manager Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir / Madam WESTFIELD RETAIL TRUST (ASX: WRT) 2013 ANNUAL MEETING CHAIRMAN’S AND MANAGING DIRECTOR’S PRESENTATIONS Please find attached copies of the Chairman’s Address, Managing Director’s Address and presentation slides to be presented at the 2013 Annual Meeting for Westfield Retail Trust commencing at 11.00am (AEST). A recording of the meeting will be available on the Trust’s corporate website from close of business on Monday 13 May 2013 at www.westfieldretailtrust.com. Yours faithfully Katherine Grace Company Secretary Encl. For personal use only

Transcript of For personal use only Encl. · 5/13/2013  · Good morning and welcome to the Annual Meeting for...

1

13 May 2013 The Manager Company Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir / Madam WESTFIELD RETAIL TRUST (ASX: WRT) 2013 ANNUAL MEETING CHAIRMAN’S AND MANAGING DIRECTOR’S PRESENTATIONS Please find attached copies of the Chairman’s Address, Managing Director’s Address and presentation slides to be presented at the 2013 Annual Meeting for Westfield Retail Trust commencing at 11.00am (AEST). A recording of the meeting will be available on the Trust’s corporate website from close of business on Monday 13 May 2013 at www.westfieldretailtrust.com. Yours faithfully

Katherine Grace Company Secretary Encl.

For

per

sona

l use

onl

y

1

ADDRESS TO SECURITYHOLDERS

WESTFIELD RETAIL TRUST 2013 ANNUAL MEETING

HELD ON 13 MAY 2013, 11.00AM ASX AUDITORIUM, EXCHANGE CENTRE

20 BRIDGE STREET, SYDNEY

CHAIRMAN’S ADDRESS

Good morning and welcome to the Annual Meeting for Westfield Retail Trust. My name is Richard Warburton and I am the independent Chairman of the Trust. I have been informed that a quorum for the meeting is present and I formally declare the meeting open. Firstly I would like to introduce my fellow board members:

Mr Andrew Harmos, a non-executive independent Director. Andrew is a founding partner of Harmos Horton Lusk based in Auckland and the Chairman of the New Zealand Stock Exchange;

Mr Laurence Brindle, a non-executive independent Director. Laurence has extensive experience in property investment, spending over 20 years with the Queensland Investment Corporation and previously serving as the Chairman of the Shopping Centre Council of Australia;

Mr Michael Ihlein, a non-executive independent Director and Chair of the Audit and Risk Committee. Michael is currently a director of CSR Limited, Snowy Hydro Limited and Murray-Goulbourn Co-operative Co Limited. He has a strong finance and operating background having previously held senior executive roles at Coca-Cola Amatil and serving as Chief Financial Officer and then Chief Executive Officer of Brambles Limited;

Mr Domenic Panaccio, an executive member of the Board and the Managing Director of the Trust;

Ms Sandra McPhee, a non-executive independent Director and Chair of the Remuneration Committee. Sandra is a highly experienced senior executive and non executive director currently serving on a number of listed boards including AGL Energy Limited and Fairfax Media Limited;

Mr Steven Lowy, a non-executive Director. Steven is a director and Chief Executive of Westfield Group and brings over 20 years of strong retail experience and skill to the board; and

Mr Peter Allen, a non-executive Director. Peter is a director and Group Chief Financial Officer of Westfield Group. Having worked at Westfield for over 15 years he brings a wealth of knowledge and experience in the finance and retail sectors to the Board.

For

per

sona

l use

onl

y

2

Also present today on stage is our Company Secretary and General Counsel Ms Katherine Grace, and in the audience we are joined by the Trust’s Chief Financial Officer, Mr Brian Mackrill, the Trust’s General Manager – Asset Management, Mr Roy Gruenpeter and our auditor, Ernst and Young. As set out in the Notice of Meeting, which I will take as read, there are two items of business for today’s meeting. The first item of business is the ratification of the continuing appointment of two directors, being myself and Mr Michael Ihlein. The second item of business is questions for management and the auditor. Before we turn to those items both myself and our Managing Director, Mr Domenic Panaccio, will address the meeting. Securityholders were invited to send in any questions that they wanted answered today as part of the meeting and Domenic and I will endeavour to address as many of the frequently raised topics as possible. Securityholders who hold a blue or yellow attendance card will have an opportunity to ask questions today. Only securityholders with a yellow card are entitled to vote at today’s meeting. Visitors with green attendance cards are not permitted to ask questions or vote during the meeting. Where any proxy form appointing me has not specified how the relevant votes are to be cast, I will cast them in favour of the resolution. This is in accordance with proxy forms sent to members. All resolutions being put to this meeting will be determined by a show of hands unless a clear majority is not able to be determined, in which case I will declare a poll. The proxy results for each resolution will be displayed immediately prior to the vote on each item. I would like to advise that today’s meeting is being recorded and a copy will be made available on our corporate website. Westfield Retail Trust was established in December 2010 as a result of a de-merger from Westfield Group. The Trust is a separately listed, independent entity and it is Australia’s largest listed real estate property trust solely focused on retail assets in Australia and New Zealand. With 47 shopping centres valued at over $13.5 billion the Trust offers stable, long term returns for its securityholders. While the retail environment continued to present challenges in 2012, the Trust has remained focused on delivering long term sustainable returns to its securityholders. During the year the Trust completed several disposals as well as a portfolio restructure of assets with AMP and Westfield Group. The Trust also successfully completed its first major redevelopments at Westfield Sydney and Westfield Fountain Gate.

For

per

sona

l use

onl

y

3

The increase in the distribution payout ratio from 90%, up to 100% of Distributable Earnings in 2012, and the 200 million dollar on-market securities buyback, were two further initiatives which were possible because of the Trust’s strong financial position which ensures that the Trust continues to retain flexibility to pursue value enhancing opportunities. In November 2012, the Trust announced that the appointment of each independent director of the Responsible Entities will be subject to a ratification process at least once every three years. If securityholders do not ratify the relevant appointment at the annual meeting at which the ratification is sought, then Westfield Holdings Limited, as the owner of the Trust’s responsible entities, will immediately remove that director from each Board. The Trust is committed to ensuring good corporate governance, with the Board already comprising a majority of independent directors including an independent Chairman. The introduction of the ratification regime further strengthens our corporate governance structure and reflects the focus of the Trust in delivering outcomes for securityholders across all aspects of the business. Westfield Retail Trust today is well positioned, with a strong balance sheet and a shopping centre portfolio that has both quality and depth. I am particularly pleased to report that since our last annual meeting Westfield Retail Trust has delivered a total return of over 36% to its securityholders, made up of the capital appreciation of its securities and the distributions paid during that period. In 2013 the Board and management will continue to build on the achievements of our first two years of operation and drive the income and capital returns from our investment portfolio for the benefit of securityholders.

I would now like to hand over to the Trust’s Managing Director, Mr Domenic Panaccio. Following Domenic’s presentation we will turn to the formal items of business for today’s meeting. Thank you Domenic.

MANAGING DIRECTOR’S ADDRESS

Thank you Chairman. Ladies and gentlemen, as the Managing Director of Westfield Retail Trust it also gives me great pleasure to welcome you to our second annual meeting. I would like to provide you with some detail about our business, our long term strategy for growth, and an update on the first quarter for 2013 including the current operating environment.

For

per

sona

l use

onl

y

4

The principal investment of the Trust is a high quality retail property portfolio comprising interests in 47 major shopping centres located in Australia and New Zealand. The portfolio is valued at $13.5 billion and includes 14 of the top 20 centres in Australia. It generates $21 billion of retail sales annually from 550 million customer visits across 12,300 retail outlets. Importantly the high sales productivity of the portfolio ensures continued demand for quality retail space with the portfolio today 99.5% leased. This strength and diversification underpins the quality and stability of our cash flows which are supported by long term leases. With a strong balance sheet, and low gearing at 21%, Westfield Retail Trust today remains well positioned to deliver stable long term returns consistent with the ownership of high quality retail property. These attributes are reflected in the 2012 full year results where the Trust delivered distributable earnings and distribution of 18.75 cents per stapled security. This result was delivered in a challenging operating environment with low consumer confidence and relatively flat retail sales growth. Despite this, it was consistent with our original forecast and represented growth of 2%, highlighting the resilience and quality of the underlying assets. Some of the key highlights in 2012 included; Statutory profit of $830.8 million including property revaluation gains of over $290

million, achieved mainly through development activity and growth in property income;

The completion of two major redevelopments at Westfield Sydney and Westfield Fountain Gate;

The commencement of a redevelopment at Westfield West Lakes in South Australia;

The portfolio restructure of seven assets, jointly owned with AMP Capital and Westfield Group;

The disposal of three assets in New Zealand; The commencement of an on-market securities buy-back program of up to $200

million; and The negotiation of $1.2 billion of debt facilities, increasing both the duration and

diversity of our funding sources. 2012 saw more international retailers enter the Australian market, a number of which opened stores within our portfolio. The successful launch and growing presence of quality retailers such as Apple, Zara and Samsung continues to motivate international brands to enter the Australian market and the Trust continues to source opportunities to accommodate them.

For

per

sona

l use

onl

y

5

In 2012, we opened two new Zara stores and our portfolio is now home to almost half of all Zara stores in Australia. Apple continues to perform strongly, with six stores in our portfolio, the most recent of which opened at Westfield Fountain Gate following the redevelopment. Most recently, US youth chain Hollister opened its first two stores in Australia at our Doncaster and Bondi Junction centres. In 2012 the shopping environment continued to evolve, driven by new digital media. Multi-channel retailing has enabled our retailers and property managers to connect more efficiently with our shoppers. The Trust works with Westfield Group to drive initiatives that ensure our centres keep pace with the rapid expansion of technology. Over the past year a number of centres have installed free WiFi and digital advertising screens and it is expected that over the course of the next year, these initiatives will continue to be rolled out across the portfolio. Social media platforms such as Facebook and Twitter have become an interactive mode of communicating with our shoppers and sophisticated parking systems across our portfolio mean greater convenience for our customers.

The first quarter of 2013 has shown some signs of improvement with increased consumer confidence. However consumers remain cautious and we have not yet seen this flow through to any substantial improvement in retail sales. In the first quarter we have seen comparable retail sales growth in Australia of 1.1% compared with 0.7% for the full year in 2012. In New Zealand, which represents 8% of our portfolio, comparable retail sales contracted by 2.9% in the quarter compared with 0.7% growth last year. The ability to compare retail sales in the quarter to the same period last year has been negatively impacted by lost trading days, with a leap year in 2012 and an earlier Easter in March 2013. Investing in our portfolio through redevelopments is a major contributor to our growth. Redevelopments not only strengthen the quality and market position of our assets but importantly provide attractive long term returns on our capital, even in a subdued retail environment. Today the Trust’s redevelopment pipeline is over $1 billion. Our flagship asset, Westfield Sydney, was successfully completed in April 2012. This centre is already generating the highest specialty sales productivity in our portfolio of $15,660 per square metre. The successful opening of Westfield Fountain Gate, located in a strong growth corridor in the south east of Melbourne, was a major highlight for the Trust in 2012. This redevelopment is a good example of how demand for quality retail space and strong

For

per

sona

l use

onl

y

6

returns can be achieved through reinvestment in our assets, despite challenging retail conditions. The centre opened fully leased and ahead of schedule, with the project achieving strong total investment returns, well within our target range of 12 to 15% for redevelopments. Over $100 million of incremental asset value was created and Westfield Fountain Gate is well positioned to become one of Australia’s best performing shopping centres. The redevelopment at Westfield West Lakes, located approximately 12 kilometres north-west of Adelaide’s CBD in South Australia, is progressing well and remains on track for completion later this year. We are adding a Target to the centre as well as 50 new specialty retailers and additional car parking. In April this year, we announced the commencement of the redevelopment of Westfield Garden City at Upper Mount Gravatt in Brisbane, of which our commitment is $200 million. The centre draws from one of the largest trade areas within the Trust’s portfolio. The redevelopment will introduce a new full line Myer, a new Target and a new relocated Kmart. Over 100 new specialty retailers will complement the major tenants and the redevelopment will also include the creation of a new dining, entertainment and leisure precinct. We expect that on completion Westfield Garden City will be one of Australia’s top ten shopping centres. We also anticipate commencing a redevelopment of Westfield Miranda in 2013. Already one of the Trust’s most productive shopping centres and located in a strong trade area, the redevelopment of our Miranda centre will see this asset become one of the growing number of flagship assets not only in the Trust’s portfolio but also in the country. As I mentioned previously, in addition to the redevelopment activity we implemented a number of transactions and capital management initiatives. During 2012 the Trust disposed six assets valued at $647 million and acquired four assets totaling $367 million. This portfolio restructuring reflects our focus on ensuring that where capital is allocated or deployed, appropriate risk adjusted returns are achieved. In addition, the Trust commenced a $200 million on-market securities buyback program which is almost 60% complete and also introduced changes to our distribution policy to allow a payout of up to 100% of funds from operations. The amount of the distribution will be determined each year and is subject to general business and financial conditions, working capital requirements, capital expenditure considerations and other factors considered relevant by the Board. These changes provide increasing cash returns to securityholders and were made possible as a result of the Trust’s strong financial position as reflected in our A+ credit rating. This is the highest rating for any listed Australian Real Estate Investment Trust.

For

per

sona

l use

onl

y

7

The distribution payout for 2013 is forecast to be 100% of funds from operations, being 19.85 cents per stapled security, which represents a growth of 5.9% in distribution compared to 2012. This forecast assumes comparable net operating income growth of 1.5 to 2% and takes into account the assets sales, acquisitions and developments completed in 2012. In closing, the Trust is well positioned to deliver on its 2013 distribution forecast and we will continue to focus on creating long term returns for security holders through maximizing the operating performance of the portfolio, continuing to invest in and enhance the quality of the shopping centres, and active capital management. Thank you. I will now hand back to the Chairman to convene the formal items of business for today’s meeting.

For

per

sona

l use

onl

y

RE1 Limited ABN 80 145 743 862 AFS Licence 380202 as responsible entity for Westfield Retail Trust 1 ABN 66 744 282 872 ARSN 146 934 536 RE2 Limited ABN 41 145 744 065 AFS Licence 380203 as responsible entity for Westfield Retail Trust 2 ABN 11 517 229 138 ARSN 146 934 652

WESTFIELD RETAIL TRUST 2013 ANNUAL MEETING 13 May 2013

For

per

sona

l use

onl

y

Note: All currency figures within this presentation are presented in Australian dollars unless otherwise stated.

DISCLAIMER

This document is not an invitation, offer or recommendation (express or implied) to apply for or purchase or take any other action in

respect of securities and is not a prospectus, product disclosure statement or disclosure document for the purposes of the Corporations

Act 2001 (Cth) and has not been lodged with ASIC.

Distribution of this document outside Australia may be restricted by law. Persons who come into possession of this document who are not

in Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a

violation of applicable securities laws. No action has been taken to register securities outside Australia.

This document contains forward-looking statements and forecasts, including statements regarding future earnings and distributions. These

forward-looking statements and forecasts are not guarantees or predictions of future performance, and involve known and unknown risks,

uncertainties and other factors, many of which are beyond our control, and which may cause actual results or performance to differ

materially from those expressed or implied by the forward-looking statements and forecasts contained in this document. No

representation is made that any of these statements or forecasts will come to pass or that any forecast result will be achieved. Similarly,

no representation is given that the assumptions upon which forward-looking statements and forecasts may be based are reasonable. These

forward-looking statements and forecasts are based on information available to us as of the date of this document. Except as required by

law or regulation (including the ASX Listing Rules) we undertake no obligation to update or revise these forward-looking statements or

forecasts.

For

per

sona

l use

onl

y

CHAIRMAN’S ADDRESS

RICHARD F E WARBURTON AO, LVO

For

per

sona

l use

onl

y

BOARD OF DIRECTORS

Mr Richard F E Warburton AO, LVO

Mr Andrew W Harmos

Mr Laurence R Brindle

Mr Michael F Ihlein

Mr Domenic E Panaccio

Ms Sandra V McPhee AM

Mr Steven M Lowy AM

Mr Peter K Allen

For

per

sona

l use

onl

y

MEETING AGENDA

• Chairman’s address

• Managing Director’s address

• Formal items of business

– The ratification of the continuing appointment of two directors

– Questions for management and the auditor

For

per

sona

l use

onl

y

QUESTIONS

Securityholders who

hold a BLUE or

YELLOW attendance

card will have the

opportunity to ask

questions

For

per

sona

l use

onl

y

VOTING CARD F

or p

erso

nal u

se o

nly

• Established in December 2010

• Australia’s largest listed real estate property trust solely focused on retail assets in Australia

and New Zealand

• 100% payout of distributable earnings in 2012

• On market securities buyback program of $200 million commenced in November 2012

OVERVIEW F

or p

erso

nal u

se o

nly

RATIFICATION OF INDEPENDENT DIRECTORS

• Securityholders ratify the appointment of each independent director

– the vote will occur at least once every three years

• The Board comprises a majority of independent directors including an independent Chairman

• Strengthens corporate governance structure

For

per

sona

l use

onl

y

Slide 10

For

per

sona

l use

onl

y

MANAGING DIRECTOR’S ADDRESS

DOMENIC PANACCIO

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

2012 HIGHLIGHTS

2012 full year result - distribution of 18.75 cents per stapled security

Statutory profit after tax of $830.8 million, including property revaluations of $292.7 million

$1.5 billion redevelopments completed at Westfield Sydney and Westfield Fountain Gate

Westfield West Lakes $23 million development commenced

Portfolio restructure completed of 7 assets jointly owned with AMP Capital and Westfield Group

Disposal of 3 assets in New Zealand

$200 million on-market securities buy-back program commenced

$1.2 billion debt facilities negotiated

For

per

sona

l use

onl

y

INTERNATIONAL RETAILERS F

or p

erso

nal u

se o

nly

SOCIAL MEDIA & DIGITAL MARKETING F

or p

erso

nal u

se o

nly

OPERATIONAL UPDATE FOR Q1 2013

COMPARABLE RETAIL SALES GROWTH

1.1% 0.7% AUSTRALIA

(2.9)% 0.7% NEW ZEALAND

3 MONTHS TO

31 MAR 2013

12 MONTHS TO

31 DEC 2012

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

WESTFIELD SYDNEY COMPLETED DEVELOPMENT

For

per

sona

l use

onl

y

WESTFIELD FOUNTAIN GATE COMPLETED REDEVELOPMENT

For

per

sona

l use

onl

y

WESTFIELD WEST LAKES CURRENT REDEVELOPMENT

For

per

sona

l use

onl

y

WESTFIELD GARDEN CITY AT UPPER MT GRAVATT CURRENT REDEVELOPMENT

For

per

sona

l use

onl

y

WESTFIELD MIRANDA UPCOMING REDEVELOPMENT

For

per

sona

l use

onl

y

CREATING LONG TERM VALUE FOR SECURITYHOLDERS

Active portfolio management

• Disposal of 6 assets valued at $647 million in Australia and New Zealand

• Acquisition of 4 assets totalling $367 million in Australia

On market securities buy-back

• $200 million program commenced in November 2012

• Approximately 60% completed at 30 April 2013

Distribution policy changed

• Payout of up to 100% of funds from operations from 2013 onwards

(effective for the distributions to be paid from August 2013)

For

per

sona

l use

onl

y

OUTLOOK

2013 distribution is forecast to be 19.85 cents per stapled security, up 5.9%

Our ongoing focus is to deliver long term returns for securityholders through;

• Maximising the operating performance of the portfolio;

• Investing in the redevelopment of quality shopping centre assets; and

• Capital management initiatives.

For

per

sona

l use

onl

y

Slide 36

For

per

sona

l use

onl

y