Stapled Share Principles
The Unibail-Rodamco-Westfield shareholders will hold Stapled Shares, each comprising one Unibail-Rodamco-Westfield SE Share and one share in Unibail-Rodamco-Westfield N.V. The Stapled Shares will be listed on Euronext Amsterdam (market of reference) and Euronext Paris, with ISIN code FR0013326246 and ticker URW. Unibail-Rodamco-Westfield will also establish a secondary listing on the Australian Securities Exchange (ASX) to allow former Westfield securityholders to trade Stapled Shares locally in the form of CDIs. Holders of Stapled Shares will benefit from all rights and be subject to all obligations as shareholders of both Unibail-Rodamco-Westfield SE and Unibail-Rodamco-Westfield N.V.(²) Any holder of Stapled Shares will hold both Unibail-Rodamco Shares and Unibail-Rodamco-Westfield N.V. Class A Shares. Consequently, such holder will be entitled to receive dividends and other distributions that are declared by Unibail-Rodamco-Westfield SE on the Unibail-Rodamco-Westfield SE Shares as well as dividends and other distributions that are declared by Unibail-Rodamco-Westfield N.V. on the Unibail-Rodamco-Westfield N.V. Class A Shares.
To effect the stapling of Unibail-Rodamco-Westfield SE Shares with Unibail-Rodamco-Westfield N.V. Class A Shares into a Stapled Share, and in order to achieve a situation where holders of Unibail-Rodamco-Westfield SE Shares and Unibail-Rodamco-Westfield N.V. Class A Shares (other than any entity of the Stapled Group) hold an interest in both Unibail-Rodamco-Westfield SE and Unibail-Rodamco-Westfield N.V. (as if they held an interest in a single, combined, Company), the Unibail-Rodamco-Westfield SE Articles and the Unibail-Rodamco-Westfield N.V. Articles have been amended to integrate the "Stapled Share Principle".
The Stapled Share Principle entails the following:
no Unibail-Rodamco-Westfield SE Share or Unibail-Rodamco-Westfield N.V. Class A Share can be (i) issued to, or subscribed for by, (ii) transferred to or, subject to applicable law, pledged or otherwise encumbered by, or (iii) released from any encumbrance by others than any entity of the Stapled Group, in each case except together with a Unibail-Rodamco-Westfield N.V. Class A Share or Unibail-Rodamco-Westfield SE Share, as the case may be, in the form of a Stapled Share;
no right to subscribe for one or more Unibail-Rodamco-Westfield SE Shares or Unibail-Rodamco-Westfield N.V. Class A Shares can be (i) granted to or exercised by, (ii) terminated by, (iii) transferred to or, subject to applicable law, pledged or otherwise encumbered by, or (iv) released from any encumbrance by others than any entity of the Stapled Group, in each case except together with a corresponding right to subscribe for an equal number of Unibail-Rodamco-Westfield N.V. Class A Shares or Unibail-Rodamco-Westfield SE Shares, as the case may be, in the form of an equal number of Stapled Shares;
all shareholders, other than any entity of the Stapled Group, must refrain from (i) acquiring any Unibail-Rodamco-Westfield SE Share or Unibail-Rodamco-Westfield N.V. Class A Share, (ii) acquiring, exercising or terminating any right to subscribe for one or more Unibail-Rodamco-Westfield SE Shares or Unibail-Rodamco-Westfield N.V. Class A Shares, or (iii) creating or acquiring a usufruct, pledge or other encumbrance over any Unibail-Rodamco-Westfield SE Share or Unibail-Rodamco-Westfield N.V. Class A Share or any right to subscribe for one or more Unibail-Rodamco-Westfield SE Share or Unibail-Rodamco-Westfield N.V. Class A Shares, in each case except (if it concerns a Unibail-Rodamco-Westfield SE Share or Unibail-Rodamco-Westfield N.V. Class A Share) together with a Unibail-Rodamco-Westfield N.V. Class A Share or a Unibail-Rodamco-Westfield SE Share, respectively, in the form of a Stapled Share or (if it concerns a right to subscribe for one or more Unibail-Rodamco-Westfield SE Shares or Unibail-Rodamco-Westfield N.V. Class A Shares) together with a corresponding right to subscribe for an equal number of Unibail-Rodamco-Westfield N.V. Class A Shares or Unibail-Rodamco-Westfield SE Shares, as the case may be, in the form of an equal number of Stapled Shares; and
subject to applicable law, the Unibail-Rodamco-Westfield SE Management Board, Unibail-Rodamco-Westfield SE Supervisory Board, Unibail-Rodamco-Westfield N.V. Management Board and Unibail-Rodamco-Westfield N.V. Supervisory Board shall take all necessary actions to ensure that, at all times, the number of Unibail-Rodamco-Westfield SE Shares issued and held by others than any entity of the Stapled Group is equal to the number of Unibail-Rodamco-Westfield N.V. Class A Shares issued and held by others than any entity of the Stapled Group.
As a result of the Stapled Share Principle, Unibail-Rodamco-Westfield SE Shares and Unibail-Rodamco-Westfield N.V. Class A Shares cannot be transferred separately (except for transfers to entities of the Stapled Group), but only as Stapled Shares. All Unibail-Rodamco-Westfield SE Shareholders and Unibail-Rodamco-Westfield N.V. Shareholders must comply with the Stapled Share Principle.
Each security comprising the Stapled Share, being the Unibail-Rodamco-Westfield SE Share and Unibail-Rodamco-Westfield N.V. Class A Share, constitute a separate asset for capital gains tax purposes. Holders will need to treat each component of the Stapled Share separately. That is:
holders will receive, and separately deal with, the tax consequences of dividends from a Unibail-Rodamco-Westfield SE Share and dividends from a Unibail-Rodamco-Westfield N.V. Class A Share; and
when the Stapled Share is disposed of, the holder will have to separately consider the tax issues associated with the disposal of the Unibail-Rodamco-Westfield SE Share and the Unibail-Rodamco-Westfield N.V. Class A Share.
1. URW N.V. to also own selected Dutch assets
2. Including the right to attend both Unibail-Rodamco-Westfield SE and URW N.V. shareholder meetings, and the right to receive dividends from both Unibail-Rodamco-Westfield SE and URW N.V. Unibail-Rodamco shares and URW N.V. class A shares can only be transferred as stapled shares, not separately (other than to members of the Stapled Group)
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