22 November 2012
The Manager
Company Announcements Office
ASX Limited
Level 4, Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
Dear Sirs
ESTABLISHMENT OF SHOPPING CENTRES AUSTRALASIA PROPERTY GROUP
Woolworths Limited (Woolworths) refers to its announcement on 5 October 2012 regarding the establishment
of Shopping Centres Australasia Property Group (SCA Property Group).
Following approval of the Capital Reduction Resolution at the Woolworths Annual General Meeting today
(Resolution 6), and subject to the satisfaction or waiver of the remaining conditions precedent referred to below,
Woolworths will now proceed to implement the Capital Reduction to establish SCA Property Group. The
Capital Reduction will involve the in-specie distribution of Stapled Units in SCA Property Group, as described
in the Explanatory Memorandum which was sent to shareholders with the Notice of Annual General Meeting.
As set out in the Explanatory Memorandum, upon the Capital Reduction being implemented, Woolworths
shareholders will receive one Stapled Unit in SCA Property Group for every five Woolworths shares that they
hold at 7pm (Sydney time) on 30 November 2012.
Conditions Precedent to the Capital Reduction by Woolworths
The Explanatory Memorandum sets out the conditions precedent to the implementation of the Capital Reduction.
The conditions relating to ASX quotation approval for the Stapled Units and shareholder approval of the Capital
Reduction Resolution have now both been satisfied, and Woolworths is not aware of any reason that will prevent
the satisfaction or waiver of any of the other conditions precedent.
Offer by SCA Property Group
As disclosed in Woolworths' announcement of 5 October 2012, SCA Property Group is undertaking an offer of
Stapled Units in SCA Property Group (the Offer). In accordance with the 'Key Dates' set out in the Explanatory
Memorandum, the institutional component of the Offer opens today (following approval of the Capital
Reduction Resolution) and will close tomorrow, Friday 23 November 2012, after which time the Final Price for
the Offer will be determined.
Implementation Timetable
The following are the remaining key dates in respect of the implementation of the Capital Reduction, assuming
the Offer by SCA Property Group proceeds (as contained in the 'Key Dates' section of the Explanatory
Memorandum). Please note that this does not set out the remaining key dates in relation to the Offer by SCA
Property Group. Defined terms used below have the meaning given in the Explanatory Memorandum.