Westfield Retail Trust is facing calls to reveal proxy votes on the controversial deal with Westfield Group ahead of its meeting on Friday with the result still said to be in the balance.
WRT’s largest shareholder, UniSuper, and the Australian Shareholders’ Association said WRT should make clear as soon as it is known the proxies delivered ahead of Friday’s meeting, including undirected votes in the hands of the chairman.
Proxy voting closes at 10am AEST today, with WRT’s board needing just 1 per cent more of the votes.
WRT chairman Dick Warburton’s adjournment was made with 74 per cent of votes cast in favour of the deal, short of the required 75 per cent and major shareholders including UniSuper opposing the deal.
The delay was called for after Westfield Group founder and chairman Frank Lowy warned investors that without the deal the parent company would spin off its interests in the Australian and New Zealand shopping centres into a company that would compete with WRT.
Westfield has proposed putting the assets together with the matching stakes held by WRT into a new company called Scentre Group that would also have management and development rights for the centres.
A spokesman for WRT said last night that the company planned to stick with the previous procedure of revealing proxies at the meeting, rather than publishing them beforehand.
Votes cast before the meeting last month will stand unless a shareholder withdraws or changes them before the deadline this morning.
Two of the three institutional proxy advisers said they had not changed their recommendations following the threat to create a new Westfield vehicle. CGI Glass Lewis was in favour of the deal and Ownership Matters opposed it. ISS recommended in favour, but could not be contacted to say if its position had changed.
WRT and advisers UBS have been campaigning to get votes to switch and encourage shareholders who did not vote the first time to do so.
Just 9111 of WRT’s 87,000 retail shareholders voted, leaving nearly 20 per cent of the company’s shares available to swing the result one way or the other.
A WRT spokesman said the company and its advisers had decided against calling retail shareholders directly to solicit their vote after at least one shareholder complained about the practice at the May meeting.
But the country’s big retail broking and financial advisory businesses, which often receive proxy firms on behalf of their clients, had been targeted as a means to encourage more shareholders to vote, the spokesman said.
An unsourced report this week said shareholders representing about 1 per cent of WRT had switched their vote from “no” to “yes’’, making the Scentre deal more likely.
But the company spokesman described this as “speculating’’ and other investors have cast doubt on the likelihood of investors switching. Ashton Reid, a portfolio manager with Legg Mason Asset Management in Melbourne, has not changed his stance against the Scentre deal.
“If you’re in the “no” camp not much has changed,” he said, noting that Westfield had not shifted on the proposed price of its Australasian platform and had not altered the leverage of the proposed Scentre Group.
UniSuper’s chief investment officer John Pearce, who has led opposition to the deal, said he remained convinced that the higher gearing resulting from the deal would be bad for investors.
“Going as public as we have, you don’t take that position lightly,’’ Mr Pearce said.
“We have had a lot of support for that position.’’ WRT shares rose 6c to $3.21, and WDC shares rose 28c to close at $10.89.