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AAR acts for GPT in breaking away from Lend Lease

10 June 2005

Allens Arthur Robinson (AAR) played a significant role in corporate history when it acted for General Property Trust (GPT) in the deal that saw GPT internalise its management on 2 June, creating a A$7.2 billion stapled entity and ending its 34-year relationship with Lend Lease. AAR also assisted GPT enter into a A$1 billion joint venture with Babcock & Brown and sell stakes in three key shopping centres to Westfield Holdings.

The AAR team, led by Sydney partner Ewen Crouch, began work with GPT more than a year ago. Since then, AAR has assisted GPT's independent directors and senior management team investigate (and reject) a merger proposal from former parent Lend Lease, negotiate an improved offer from Lend Lease that was ultimately rejected by unitholders, reject a takeover offer from Stockland, and negotiate the final internalisation proposal that included the arrangements with Babcock & Brown and Westfield.

Underlining the depth and breadth of the AAR skills base, the team performed many tasks, over a long period, in what was a highly complex matter. These included due diligence, preparing merger documents and a unitholder explanatory memorandum in relation to the Lend Lease proposal, acting in the successful Takeovers Panel proceedings in relation to the Stockland bid, working up the internalisation proposal, drafting the Babcock & Brown joint venture documents and advising on the Westfield asset sales, liasing with ASIC and the ASX and providing advice on a wide range of other legal issues. More than 40 AAR lawyers played a role.

'It is very rare that an entity is on the receiving end of a merger proposal, then an unsolicited takeover bid and can emerge through that process to forge its own future and come out a stronger enterprise in the end. That is what GPT has achieved and it is a tribute to the resilience, courage and leadership from Peter Joseph and Nic Lyons and the other independent directors and members of the senior management team,' said Ewen Crouch.

'All the advisers worked very closely as a team and AAR is very proud to have played such a key role in this moment of Australian corporate history.'

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Notes for editors.

Allens Arthur Robinson was Best Large Professional Services Firm of the Year and Best Large Law Firm in the 2006 BRW-St.George Client Choice awards, and the Chambers and Partners 2005 Australasian Law Firm of the Year. AAR has been awarded an EOWA Employer of Choice for Women citation by the Federal Government's Equal Opportunity for Women in the Workplace Agency (EOWA). Allens Arthur Robinson offers one of the most comprehensive legal networks in Australia and Asia with staff based in 14 cities and eight countries across the region. It was founded in 1822.