Stockland buys GPT stake; Westfield on prowl

* Stockland buys 12.7 pct of GPT, says no plans now for bid

* Westfield eyeing U.S., UK assets; no comment on GGP Inc

* Westfield keeps distribution forecast

* Stockland off 1.6%, Westfield -0.3%; A-REIT sector up 2.2%

(Adds Stockland chief comments)

By Sonali Paul

MELBOURNE (Reuters) - Property developer Stockland Group (SGP.AX) said it bought a 12.7 percent stake in GPT Group (GPT.AX), dealing itself into any potential takeover bid for its Australian rival, whose shares jumped 37 percent.

Stockland and bigger rival Westfield Group Ltd (WDC.AX), the world's top shopping mall owner by market value, are both cashed up and looking to pick up distressed assets as real estate groups struggle to manage heavy debt burdens taken on in acquisition sprees when property prices were much higher.

"It would be pretty naive to believe there aren't going to be some great acquisition opportunities over the next 12-18 months," said Andrew Parsons, managing director of property funds manager Resolution Capital.

Stockland Managing Director Matthew Quinn told Reuters the group had no current plans to bid for GPT and it was too early to talk about chasing any GPT assets.

"We have no hostile intentions," he said.

Three fund managers said a full takeover in the near term was unlikely as it would be hard to raise the A$4 billion ($2.6 billion) Stockland would need, and because GPT's property values were likely to fall when reviewed at the end of the year.

"I wouldn't see it as a precursor to any type of bid. It's just a seat at the table, similar to FKP," said a portfolio manager, who declined to be named.

Last month, Stockland spent about A$100 million on strategic stakes in two retirement village owners, Aevum Ltd (AVE.AX) and its bigger rival FKP Property (FKP.AX), including first rights on a takeover of FKP's retirement villages.

Its move on Wednesday comes after GPT last month raised A$1 billion ($654 million) in a share sale priced at a massive 48 percent discount to cut debt and ease concerns over its future, and farewelled its chief executive. That financing deal was backed by Government of Singapore Investment Corp's GIC Real Estate.

At the time of the rights issue, GIC Real Estate agreed not to block any future takeover of the company as long as it was supported by a majority of other shareholders.

WESTFIELD HUNTING

Westfield signalled on Wednesday it was looking for acquisitions as asset prices were falling, especially in the United States and Britain, and might give it better returns than pouring money into developing shopping centres.

"In this environment, assets in companies that were previously unavailable at appropriate returns may present future opportunities," Westfield joint managing director Peter Lowy told analysts on a webcast.

Co-head Steven Lowy said, "It could either be a company or a set of assets," adding they had to be strategic, highest quality assets.

He declined to comment on whether Westfield was interested in any assets of, or all of, U.S. shopping mall owner General Growth Properties Inc GGP.N, which said on Tuesday it may not be able to continue operating due to looming debt repayments.

And he did not rule out teaming up with another property group to launch a takeover.

Analysts have speculated Westfield might work with top U.S. mall owner Simon Property Group (SPG.N) to take over Britain's top mall owner Liberty International (LII.L), in which both Westfield and Simon have small stakes.

Westfield stuck to its forecast for a distribution of 106.5 cents a share this year, surprising investors who had expected it either to cut distributions or raise cash through a share sale to further strengthen its balance sheet as retail conditions weaken.

Instead, it said it expected to preserve about A$2 billion a year in capital by reactivating its dividend reinvestment plan.

Westfield shares fell 0.3 percent to A$14.50 against a 1.9 percent rise in the A-REIT sector .AXPJ, while Stockland lost 1.6 percent to A$4.30.

Stockland bought most of its stake in GPT from fund manager Perennial Investments for A$224 million in cash and an issue of 51 million Stockland shares. It also has a A$97 million swap with an investment bank for 117 million GPT shares.

"They've taken advantage of panic in the investment industry generally. They've taken advantage of the fact there's no short selling allowed, and they've taken advantage of no management at GPT," said Resolution Capital's Parsons.

Naked short selling of financial stocks, including property trusts, has been banned in the Australian market until January.

GPT shares shot up to a six-week high of A$1.44 after Stockland's announcement and last traded up 13 percent at A$1.19.

Its rights issue last month was priced at A$0.60.

($1=1.529 Australian Dollar)

(Editing by Mark Bendeich & Ian Geoghegan)