Consortium of leading URW investors calls for REFOCUS, not RESET

Oppose the severely dilutive and unnecessary €3.5bn rights issue

Refocus the business on its exceptional portfolio of prime European shopping centres

Strengthen supervisory board to ensure future success in a changing retail landscape

LUXEMBOURG, Oct. 15, 2020 (GLOBE NEWSWIRE) -- A consortium of leading European real estate and technology investors with a combined 4.1% stake in Unibail-Rodamco-Westfield SE (“URW”) today issued a call to oppose the proposed €3.5 billion rights issue underpinning the company’s RESET plan, while instead suggesting the business refocus on its core strength: its exceptional portfolio of prime European shopping centres.

The group, led by the former Chairman and CEO of Unibail (predecessor of URW) Léon Bressler and leading French technology entrepreneur Xavier Niel, today declared its intention to vote against the proposed capital increase resolution at URW’s General Meeting on 10^th November 2020, encouraging all shareholders to do the same.

The consortium has also submitted resolutions to the General Meeting for the admission of three new members to the Supervisory Board, aimed at strengthening the required oversight over management and expertise to deliver a strategy in the best interest of URW and its shareholders.

Full details of the consortium’s concerns and vision to REFOCUS URW, including a detailed letter sent to the Supervisory Board and a presentation, are provided as an exhibit to this press release and can also be found at www.refocusnotreset.com.

Commenting on the news, Léon Bressler, said: “URW’s RESET plan, underpinned by a severely dilutive rights issue, is a misguided act by a management team that remains prisoner of its failed strategy that started with the acquisition of Westfield. This acquisition polluted URW’s dominant position in Europe with a more marginal position in the US, a less attractive market. Moreover, it burdened the company with debt, distracted management and was a gross misallocation of resources.

“The high level of debt generated by the Westfield transaction must be addressed, but does not present a near-term liquidity issue. While we support the other debt reduction initiatives in the plan, the situation does not warrant a capital raise with devastating consequences for shareholders.

“It is time to re-establish URW as Europe’s leading pure-play prime shopping centre business by selling the US portfolio and using proceeds to solve the company’s debt issues.  The solid liquidity profile and continued access to the bond markets which URW currently enjoys affords time to execute that strategy in a disciplined manner and at realistic prices once liquidity returns to the US market.”

Xavier Niel, said: “Enhanced oversight at a supervisory board level is urgently needed to deliver a strategy that will generate sustainable shareholder value and create a stronger URW for all. A successful refocus will propel URW into a superior competitive position as the sector’s leading European business with a strong French footprint, drawing on strategic capabilities and balance sheet strength to invest in the assets, technology and people that will ensure it thrives in a changing retail landscape.”

NOTES TO EDITORS

Supervisory Board Nominees

The consortium proposes to add three new board nominees to strengthen URW’s Supervisory Board and help deliver shareholder value:

Mr Léon Bressler - Representative of Aermont Capital

A proven investor, currently Managing Partner of Aermont Capital, one of Europe’s leading real estate investment businesses

• Léon served as Chairman & CEO of Unibail, the precursor to URW, for 14 years to 2006
• Began his career at Chase Manhattan Bank in Paris, New York, Stuttgart, Frankfurt and London
• In 1978, he joined Midland Bank Group to participate in the bank’s establishment in France, acting as Chairman of the Executive Board of Midland Bank SA from 1984 to 1989
• In 1989, Léon joined the Lanvin Group where he was Chairman and Chief Executive of Jeanne Lanvin and Lanvin Parfums
• In 1991, Léon joined Worms & Cie where he remained a Managing Partner until 1996
• Advisor emeritus to GIC, Singapore’s sovereign wealth fund

Mrs Susana Gallardo - Independent Candidate

A member of the third generation of the Gallardo Family, majority owners of pharmaceutical company Almirall, founded in 1943 (€2bn market cap)

• Chair-elect of the Gallardo family office (Grupo Corporativo Landon) a long-term real estate, public and private equity fund investor
• Former board director of listed European companies Abertis, CaixaBank and Criteria Caixa
• Former board director of Saba Infraestructuras, a subsidiary of CriteriaCaixa
• Active philanthropic role via the Gallardo family’s Áurea Foundation, delivering diverse projects including humanitarian emergency response

Mr Xavier Niel - Representative of NJJ Holding

A recognised entrepreneur, the founder and 71% shareholder in telecommunication services provider iliad (€10bn market cap)

• Through iliad, Xavier has a proven track record in executing strategy focused on growth, cash generation and realisation of shareholder value - since its 2004 IPO, iliad has delivered TSR1> 900%, outperforming all relevant benchmarks
• Focused on shareholder value creation through high return on equity and avoiding dilution
• Proven venture capital investor through Kima Ventures, which invests in 100 start-ups p.a. across the world
• Co-founded 42, a non-profit organisation which delivers free coding training across the world
• Founded Station F, the world’s largest start-up campus, which hosts one thousand start-ups in a former railway station in Paris
• Selected directorships: Chairman of iliad and independent director of KKR & Co

Disclaimer

By receiving this document, the recipient of this document agrees to all the terms specified in this Disclaimer. The recipient of this document agrees that use of the information contained in this document is at his/her/its own risk.

This document has been issued by Flagship Retail Investment S.à r.l. (“Flagship Retail Investment”), an investment vehicle of Aermont Capital Real Estate Fund IV SCSp managed by Aermont Capital Management S.à r.l., and by Rock Investment, a wholly-owned subsidiary of NJJ Holding, the personal investment vehicle of Xavier Niel (“Rock Investment” and, together with Flagship Retail Investment, the “Consortium”).

The purpose of this document is to provide information about the Consortium’s views on Unibail-Rodamco-Westfield (“URW”), its opposition to the €3.5 billion rights issue at the 10 November 2020 general meeting, the possible alternate strategy that could be implemented to deliver long-term shareholder value and its proposal to strengthen URW’s Supervisory Board through the appointment of new members.

This document is for discussion and information purposes only. The views expressed herein represent the opinion of the Consortium as of the date hereof. The Consortium reserves the right to change or modify any of its opinions expressed herein at any time and for any reason and expressly disclaims any obligation to correct, update or revise the information contained herein or to otherwise provide any additional materials.

The Consortium may include in this document information and views provided by other investors and interested parties. Unless described as facts or as the opinions of third parties, the information in this document constitutes the interpretations, opinions, or estimates of the Consortium.

All of the information contained herein is based on publicly available information with respect to URW, including public filings and disclosures made by URW and other public sources as well as on the Consortium’s analysis and opinion of such publicly available information. The Consortium has relied upon and assumed, without independent verification, the accuracy and completeness of all data and information available from public sources and no representation or warranty is made that any such data or information is accurate. Forward-looking information contained in this document, including statement of opinion and/or belief, are based on a variety of estimates, assumptions or projections made by the Consortium and incorporates exogenous factors. These forward-looking statements, estimates and projections are inherently uncertain and subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. Actual results may differ materially from the estimates, projections or assumptions contained herein due to reasons that may or may not be foreseeable.

No representation, warranty or undertaking, express or implied, is given and no responsibility or liability or duty of care is or will be accepted by the Consortium or its affiliates or any of its directors, officers, employees, agents, or advisers concerning: (i) this document and its contents, including whether the information and opinions contained herein are accurate, fair, complete or current; or (ii) the provision of any further information, whether by way of update to the information and opinions contained in this document or otherwise to the recipient after the date of this document. This document does not confer any rights on the recipient thereof or impose any obligations on the Consortium.

This document is for informational purposes only, and does not constitute (a) an offer, invitation or advice to buy or sell, or a solicitation of an offer to buy or sell, any security or other financial instrument or otherwise engage in investment activity and no legal relations shall be created by its issue, (b) a “financial promotion” for the purposes of the Financial Services and Markets Act 2000, as amended (c) “investment research” or “investment advice,” each as defined by the FCA handbook, or (d) an “investment recommendation” as defined by Regulation (EU) 596/2014. No information contained herein should be construed as a recommendation by the Consortium.

This document is not intended to form the basis of any investment decision or as suggesting an investment strategy. This document, the information and analyses contained herein are not intended as tax, legal, financial or investment advice. This document has been prepared without regard to the specific investment objectives, qualification, financial situation and needs of any particular recipient. The recipient should not rely on the information contained herein in connection with any investment decision.

No agreement, commitment, understanding or other legal relationship exists or may be deemed to exist between or among the Consortium and any other person by virtue of furnishing this document. The Consortium is not acting for or on behalf of any recipient of this document. The Consortium is not responsible to any person for providing advice in relation to the subject matter of this document. Before determining on any course of action, any recipient should consider any associated risks and consequences and consult with its own independent advisors as it deems necessary.

At the date of this document, the Consortium holds more than 4.1% of URW’s share capital and the Consortium and/or its affiliates may also have positions in any other issuer. Accordingly, this document should not be viewed as impartial.

The Consortium reserves the right to take any actions with respect to its investments in URW as it may deem appropriate.

The Consortium has not sought or obtained consent from any third party to use any statements or information contained herein. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. This document has not been approved or verified by any regulatory authority, and no regulatory authority has endorsed these materials or passed upon the merits of an investment. All trademarks and trade names used herein are the exclusive property of their respective owners.

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