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Dick Warburton's call to arms

Dick Warburton is the chairman who adjourned the Westfield Retail Trust meeting. He discusses his decision with the AFR's Mike Smith.

PT8M16S http://www.canberratimes.com.au/action/externalEmbeddedPlayer?id=d-39qpy 620 349

The battle to win over the dissident shareholders in Westfield Retail Trust has shifted to a new gear, with the trust's chairman Dick Warburton imploring shareholders to vote for the planned $70 billion restructure when they reconvene on June 20.

He said it was a ''call to arms'' for those investors who stayed quiet at the adjourned May 29 meeting to stand up and be heard by voting yes to the deal.

Analysis by Macquarie Securities shows an estimated incremental 72 million votes (about 2.4 per cent of WRT's register) are required to vote in favour to get the proposal over the line, assuming all other votes are consistent with the May 29 vote.

Richard Warburton.

Dick Warburton. Photo: Jessica Hromas

''As a sensitivity, if there are no additional votes, but some that voted against change to a for vote, it would only require about 18 million securities [about 0.6 per cent of the register] to switch to get to 75 per cent,'' the brokers said.

WRT has engaged Global Proxy Solicitation to call investors to gauge their voting preferences.

Speaking on Channel Nine's Financial Review Sunday, Mr Warburton said WRT's board was ''completely straitjacketed, whereas UniSuper and any others had a completely free go to say what they think''.

''And, of course, they don't have to face the judicial rights I have to face. I have to look after all of the shareholders, where they just have to look after their own shareholders.''

Under the deal, Westfield Group wants to split the group into two, with Westfield Corporation owning and managing the international business, while the 47 Australasian malls it co-owns with WRT would be sold into a new group, Scentre.

But on May 29, the meeting to vote on the deal was adjourned after Westfield's chairman Frank Lowy said he would float off Westfield's half share into a new vehicle, Newco Australia, regardless of what WRT shareholders did.

As it was, proxies from 74.1 per cent of WRT investors were lodged to approve the deal, which was less than the required 75 per cent.

The meeting was postponed to June 20 to give WRT investors the opportunity to digest Mr Lowy's ultimatum.

UniSuper has an 8.5 per cent stake in WRT and has consistently railed against the deal.

In a newsletter to clients, UniSuper's chief investment officer John Pearce said: ''In simple terms, one could say we bought an apple, and now we are being asked to accept an orange.''

Stephen Hayes, head of property securities at Colonial First State Global Asset Management, who is also opposed to the deal, said last week that a no vote remained the best outcome for the Westfield Retail Trust unitholders.

''We oppose the deal on its current terms. We [CFSGAM] want to see WRT maintain its very strong S&P A+ credit rating,'' Mr Hayes said.

''CFSGAM don't want WRT to overpay for the Westfield Australian services business.''