Opponents of Westfield's $70 billion restructure are quietly confident of defeating the move, despite speculation the shopping centre giant has secured enough support to get it across the line.
Investors in Westfield Retail Trust (WRT) are preparing to vote on the controversial restructure on Friday after a previous meeting was suddenly postponed in May.
Australian Shareholders Association spokesman Stephen Mayne says opposition among retail investors in WRT and a requirement for offshore institutional investors to resubmit their votes should be enough to block the restructure.
"I think it will be narrowly defeated," he said.
His comments contrast with media reports suggesting a handful of institutional investors had switched their vote, making it likely the restructure will get up.
The proposed restructure would see Westfield Group's Australian assets merged with WRT, a passive property trust spun off from the shopping centre giant in 2010, to create a new company called Scentre.
Proxy votes ahead of the abandoned vote in May fell just short of the 75 per cent support required to push ahead with the plan.
WRT has warned investors since the postponed vote that they will be worse off if they reject the restructure.
Any change in institutional support in recent weeks could be key in paving the way for the restructure.
But UniSuper chief investment officer John Pearce, one of the most prominent opponents, said the result is too close to call.
"From what I understand the no's are still no's and the yes's are still yes's," he told AAP.
Some WRT investors fear the restructure will change the nature of the company from a low-risk and lowly-geared property trust.
"It fundamentally changes the vehicle to a higher risk, more geared shopping centre developer and manager, whereas at the moment we have a very lowly geared landlord that pays a very good dividend," Stephen Mayne said.
Westfield Group shareholders have already overwhelming backed the restructure, with 98 per cent voting in favour.
Leaving behind Australia, where it has little room to grow, would allow Westfield to focus on its expanding international business, which has major assets in Europe and the US.
If Friday's WRT vote fails, Westfield founder Frank Lowy has warned the company will spin off its local assets into a new company, to be called Newco, that would be a competitor to WRT.
But opponents of the restructure don't see it that way, and argue the new company would be bad for Westfield shareholders but no problem for WRT.
"We are completely relaxed about Newco because Newco will be saddled with a lot of debt and WRT will be in a great position with great assets and low debt and pre-emptive rights to buy into any shopping centres that Newco tries to sell to reduce debt," Mr Mayne said.
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