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Wednesday 04 July, 2007

Westfield Hldgs Ltd

Supplementary Prospectus

Westfield Holdings Limited
04 July 2007



WESTFIELD EUROPE FINANCE PLC

€600 MILLION GUARANTEED 3.625% NOTES DUE 2012 & UK£600 MILLION GUARANTEED 5.50%
NOTES DUE 2017 ISSUED ON THE LONDON STOCK EXCHANGE


Westfield Holdings Limited, as ultimate parent company of the Westfield group,
and as sole shareholder of Westfield Europe Finance plc and one of the
guarantors of the above issues of notes, lodged a supplementary combined
prospectus/product disclosure statement in relation to the A$3 billion
underwritten pro-rata entitlement offer of new securities by the Westfield Group
with the Australian Stock Exchange today.  For the information of noteholders,
attached is a copy of the supplementary combined prospectus/product disclosure
statement.


This offer document is being made public for the purposes of disclosure only.
It does not constitute an offer of, nor an invitation to subscribe for, the
securities described in the offer document to the general public in the UK.  No
such securities will be issued to UK residents who respond on the basis of this
offer document.


Yours faithfully

Simon Tuxen

Company Secretary


Supplementary Product Disclosure Statement and Supplementary Prospectus


WESTFIELD GROUP


Westfield Holdings Limited (ABN 66 001 671 496)

Westfield Management Limited (ABN 41 001 670 579, AFS Licence 230329)
as the responsible entity for Westfield Trust (ARSN 090 849 746)

Westfield America Management Limited (ABN 66 072 780 619, AFS Licence 230324)
as the responsible entity for Westfield America Trust (ARSN 092 058 449)


1       Background

This Supplementary Product Disclosure Statement and Supplementary Prospectus ('
SPDS') is dated 4 July 2007.  It supplements the Product Disclosure Statement
and Prospectus dated and lodged with ASIC on 12 June 2007 ('Offer Document') and
is to be read together with the Offer Document.

A copy of this SPDS has been lodged with ASIC on 4 July 2007.  ASIC and ASX take
no responsibility for the contents of this SPDS.

The issuers of this SPDS are Westfield Holdings Limited (ABN 66 001 671 496),
Westfield Management Limited (ABN 41 001 670 579, AFS Licence 230329) as
responsible entity for Westfield Trust (ARSN 090 849 746), and Westfield America
Management Limited (ABN 66 072 780 619, AFS Licence 230324) as responsible
entity for Westfield America Trust (ARSN 092 058 449).

Terms defined in the Offer Document have the same meaning in this SPDS.

2       Establishment of Wholesale Fund in the United Kingdom

Section 4.5(c) of the Offer Document disclosed that the Westfield Group was in
discussions with a number of interested parties about the possibility of
establishing a circa £500 million wholesale fund in the United Kingdom.

On 2 July 2007 the Westfield Group announced the establishment of a £530 million
(A$1,250 million) wholesale fund to own interests in four Westfield shopping
centres in the United Kingdom with a gross value of over £2.1 billion (A$5
billion).

The fund, to be named the Westfield UK Shopping Centre Fund, will own 25%
interests in the Westfield Merry Hill, Belfast and Tunbridge Wells centres and
will purchase a 25% interest in the Westfield Derby centre post completion of
its current redevelopment. Westfield will continue to retain a 25% interest in
the properties.

Westfield will act as fund manager of the new fund and will continue to act as
property, leasing and development manager for each of the centres. The new fund
will, together with the other transactions in the last six months, increase the
Westfield Group's management of assets on behalf of outside investors from
A$12.8 billion (at 31 December 2006) to approximately A$16 billion.

The fund will purchase its interest in the initial portfolio (Merry Hill,
Belfast and Tunbridge Wells) for approximately £380 million (A$900 million),
representing an initial yield to the fund of approximately 4.3% after costs.

The fund will acquire a 25% interest in the completed Derby centre before
October 2009. The price will be based on the annualised net income of the centre
at the time of transfer capitalised at 5.00%, estimated to be around £150
million (A$350 million).

The fund was established with subscriptions from two cornerstone investors
representing 67% of the fund.  The remaining one-third of the fund will be
marketed to a wider group of wholesale investors.


3       Taxation

In section 8.1(b) of the Offer Document, there is a discussion of the tax
consequences of the receipt of the Offer for Eligible Security Holders holding
their Securities on capital account (excluding those Security Holders who are
banks, insurance companies and taxpayers carrying on a business of trading
shares).


Based on discussions with the ATO, the Westfield Group's tax adviser formed the
view that the receipt of the Offer by Security Holders should not give rise to
an amount of assessable income or capital gain or cost base reduction despite
the recent decision of the High Court of Australia in the case of Federal
Commissioner of Taxation v. McNeil ('McNeil's Case').


The Minister for Revenue and Assistant Treasurer, Peter Dutton MP, announced on
26 June 2007, that amendments will be made to the income tax law to provide
certainty for taxpayers by restoring the taxation treatment of rights issues
that existed before the decision in McNeil's Case.  The amendments should ensure
that shareholders issued with rights by companies will not have an income tax
liability at the time of issue.



The Westfield Group's tax adviser considers that the proposed amendments will
not change the Australian tax implications of the receipt of the Offer outlined
in the Offer Document at section 8.1(b).


4       Consent to the inclusion of statements in this SPDS

Greenwoods & Freehills, the Westfield Group's Australian tax adviser, has given
and not withdrawn its written consent to the inclusion of statements based on
statements made by the Westfield Group's tax adviser in section 3 of this SPDS.
Other than those statements, Greenwoods & Freehills has made no statement
included in this SPDS or on which a statement in this SPDS is based.

5       Consent to lodgment

Each director of Westfield Holdings Limited, Westfield Management Limited and
Westfield America Management Limited has consented to the lodgment of this SPDS.



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            The company news service from the London Stock Exchange                                                                                                                                                                     

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