For immediate release

MCT Offers Cash-Only Consideration Alternative to

MNACT Unitholders with Full Backing from Mapletree of up to S$2.2

Billion for MCT's Preferential Offering1

  • Adds to existing options of Scrip-Only Consideration and Cash-and-Scrip Consideration
  • Value of Scheme Consideration remains unchanged at S$1.1949, equivalent to the Net Asset Value per MNACT Unit2 for all three options
  • Additional cash requirement of up to S$2.2 billion to be funded by Preferential Offering of MCT Units at issue price of S$2.0039 per MCT Unit 3 and fully backed by the Sponsor as a demonstration of commitment and support for the Merger
  • Post-Merger,the MCT Manager will adopt a tailored "4R" asset and capital management strategy to drive growth for the Merged Entity

Singapore, 21 March 2022 - Unitholders of Mapletree North Asia Commercial Trust ("MNACT") will now be provided with an alternative option to elect to receive the entire Scheme Consideration in cash (the "Cash-OnlyConsideration"), in addition to the existing options of the Scrip-Only Consideration and Cash-and-Scrip Consideration. Jointly announced by Mapletree Commercial Trust Management Ltd., as manager of Mapletree Commercial Trust ("MCT" and as manager of MCT, the "MCT Manager"), and Mapletree North Asia Commercial Trust Management Ltd., as manager of MNACT (the "MNACT Manager"), the inclusion of the Cash-Only Consideration as an alternative Scheme Consideration option in the Trust Scheme relating to the proposed merger of MCT and MNACT (the "Merger"), provides MNACT Unitholders greater flexibility to elect the form of Scheme Consideration that is most suited to their investment needs.

  1. Capitalised terms not defined herein shall have the meaning given to them in the joint announcement issued by the MCT Manager and the MNACT Manager on the revision of the Trust Scheme on 21 March 2022, a copy of which is available on the website of the SGX-ST at www.sgx.com. This press release should be read in conjunction with the said joint announcement.
  2. Based on MNACT's NAV per unit as of 30 September 2021 and applying the following adjustments: (i) excludes MNACT's reported
    1H FY21/22 DPU of 3.426 Singapore cents paid on 24 December 2021 and (ii) assumes valuation of MNACT's investment properties and joint venture held as of 30 September 2021 is based on valuation as of 31 October 2021 as announced on 31 December 2021.
  3. The issue price of S$2.0039 per MCT Unit under the Preferential Offering is the same as the Scheme Issue Price of each Consideration Unit of S$2.0039 (being the 1-day VWAP per MCT Unit as at the last trading day immediately prior to 31 December 2021).

The decision to include the Cash-Only Consideration came after a request from the MNACT Manager in light of the prevailing market conditions and feedback from MNACT Unitholders. The Cash-Only Consideration is advantageous to MNACT Unitholders as it provides greater flexibility in terms of the form of the Scheme Consideration receivable in respect of the Merger. Furthermore, it safeguards the interests of MCT Unitholders as the pro forma financial effects of the Merger remain unchanged from the original terms of the Trust Scheme.

The inclusion of the Cash-Only Consideration will result in an additional cash requirement of up to S$2.2 billion which will be funded via a Preferential Offering to MCT Unitholders at the issue price of S$2.0039 per MCT Unit, which will be fully backed by Mapletree Investments Pte Ltd ("MIPL", the "Sponsor" or "Mapletree"). Thus, there will be no incremental debt financing requirements nor impact on the aggregate leverage of MCT and the Merged Entity. The new capital to be raised from the Preferential Offering is in addition to the approximately S$417.3 million to be funded through the issuance of perpetual securities and/or debt funding, which were required under the original terms of the Trust Scheme.

For the Preferential Offering, the MCT Manager has sought the support of MIPL, being the Sponsor of both MCT and MNACT. In response, MIPL has provided an undertaking 4 (the "MIPL Undertaking") to subscribe for the Preferential Offering for an amount of up to S$2.2 billion at the issue price of S$2.0039 per MCT Unit, which is the same as the Scheme Issue Price of each Consideration Unit. To reinforce its commitment to the Merged Entity and increase alignment with unitholders, MIPL has further agreed to a voluntary six (6)-monthlock-up of its unitholdings in the Merged Entity held through the MIPL Entities following the completion of the Trust Scheme or the Preferential Offering (whichever is earlier) (the "Sponsor Lock-UpUndertaking").

The MIPL Undertaking and Sponsor Lock-Up Undertaking are in addition to the Sponsor's support of the MCT Manager's waiver of its acquisition fees entitlement under the deed of trust constituting MCT, and its undertaking to receive 100.0% Scrip-Only Consideration.

Ms. Sharon Lim, Chief Executive Officer of MCT Manager, said, "The addition of the alternative Cash-OnlyConsideration to MNACT Unitholders gives them complete flexibility in electing the form of Scheme Consideration. This does not change the Merger's previous terms and we continue to believe in its strategic and financial rationale. To drive the future growth of the Merged Entity, we

4 Further details on the terms of the MIPL Undertaking can be found in the joint announcement on the revision of the Trust Scheme dated 21 March 2022.

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have charted a tailored "Recharge, Reconstitute, Refocus and Resilience" or "4R" asset and capital management strategy."

"As a definite show of its commitment to MPACT and its future prospects, MIPL will be fully backing MCT's S$2.2 billion Preferential Offering. We are grateful for MIPL's unwavering support, and we are now more ready than ever to embark on this transformative Merger."

Ms. Cindy Chow, Chief Executive Officer of MNACT Manager, said, "The MCT Manager has agreed to our request to include an alternative option for the MNACT Unitholders to receive the Scheme Consideration of S$1.1949 per MNACT unit at NAV wholly in cash. We continue to believe in the strategic rationale for the Merger and the benefits to MNACT Unitholders who now have three Scheme Consideration options. MNACT Unitholders can choose to remain invested in a larger and more diversified platform that has a compelling growth strategy ahead through the Scrip- Only Consideration and the Cash-and-ScripConsideration. The alternative Cash-OnlyConsideration will provide additional optionality and enhanced flexibility to MNACT Unitholders who wish to fully realise their investment, giving higher certainty amidst prevailing market conditions."

Mr. Hiew Yoon Khong, Group Chief Executive Officer of MIPL, said, "MIPL's commitment to fully subscribe for the S$2.2 billion Preferential Offering at the announced issue price of S$2.0039 per MCT Unit demonstrates our support for the Merger, as well as our strong conviction in the MCT Manager's ability to drive long-termvalue, and both organic as well as inorganic growth to the unitholders of MPACT."

"The Merger represents an exceptional opportunity in terms of unlocking value for unitholders through the creation of a flagship Asian commercial REIT. As the Sponsor of both MCT and MNACT with a meaningful long term ownership stake, we are strongly aligned with unitholders in the success and growth of MPACT."

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Rationale for the Merger

The managers of MCT and MNACT, together with the Sponsor, reiterate their belief in the strategic rationale of the Merger which is expected to be a transformative merger combining strength and growth potential to create a flagship Asian commercial REIT with stability and scale.

From a financial perspective, the Merger will be beneficial to both MCT Unitholders and MNACT Unitholders. For MCT Unitholders, the transaction translates to a DPU and NAV per unit accretion of 8.9% and 6.5% respectively (pro forma 1H FY21/22 basis), based on the Cash-and-Scrip Consideration or the Cash-Only Consideration 5 . For MNACT Unitholders, the Scheme Consideration is at a premium to MNACT's average historical trading prices over varying periods and in line with its NAV per unit6, providing an attractive and immediate cash benefit, and offering superior total returns as compared to benchmark instruments.

  1. Assuming all MNACT Unitholders elect to receive the Scrip-Only Consideration, the Merged Entity's pro forma 1H FY21/22 DPU and NAV per unit accretion is 7.5% and 7.1% respectively. The MCT Manager made capital allowance claims and retained capital distribution totalling S$15.7 million in FY19/20 to conserve liquidity in view of the uncertainty due to the COVID-19 pandemic. Of this, S$28.0 million was released to MCT Unitholders in FY20/21. Assuming that the balance retained cash of S$15.7 million is distributed in FY21/22, the amount distributed in the half-year ended 30 September 2021 would have been S$7.9 million, and MCT's 1H FY21/22 DPU before Merger is 4.65 Singapore cents. Assuming all MNACT Unitholders elect to receive the Scrip-Only Consideration, the Merged Entity's pro forma 1H FY21/22 DPU is 4.83 Singapore cents and the pro forma 1H FY21/22 DPU accretion is 3.9%. Assuming all MNACT Unitholders except for MIPL Entities elect to receive the Cash-and-Scrip or Cash-Only Consideration, the Merged Entity's pro forma 1H FY21/22 DPU is 4.90 Singapore cents and the pro forma 1H FY21/22 DPU accretion is 5.4%.
  2. MNACT's NAV per unit as of 30 September 2021 is S$1.1949 after applying the following adjustments: (i) excluding MNACT's reported 1H FY21/22 DPU of 3.426 Singapore cents paid on 24 December 2021; and (ii) assuming the valuation of MNACT's investment properties and joint venture held as of 30 September 2021 is based on valuation as of 31 October 2021 as announced on 31 December 2021.

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Post-Merger Strategy of the MCT Manager in Respect of the Merged Entity

Following the Merger, the MCT Manager intends to implement the following post-Merger strategies in order to achieve its key objectives and to realise benefits from the Merger.

"4R" Asset and Capital Management Strategy

1. Recharge

The MCT Manager will seek to drive NPI and DPU growth by incorporating best practices across the Merged Entity's portfolio to maximise operational performance, together with, among others, the optimisation of tenant mix and the pursuit of active asset management, accretive asset enhancement and redevelopment opportunities.

2. Reconstitute

The MCT Manager will seek to optimise the Merged Entity's portfolio by pursuing selective strategic divestments at an opportune time. The MCT Manager will also look to redeploy capital into higher yielding quality properties or other asset enhancement and redevelopment opportunities to drive returns.

3. Refocus

The MCT Manager will pursue accretive strategic acquisitions and participate in strategic developments, leveraging the local market expertise of the Merged Entity's "on-the-ground" teams as well as the Sponsor's strong Asia network and extensive pipeline.

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Mapletree North Asia Commercial Trust published this content on 21 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2022 05:37:04 UTC.