The offer price is a 4.0 percent discount to the volume weighted average price (VWAP) for the six-month period through 28 April, the filing said. SPH REIT’s units ended Thursday at S$0.975; the units were halted from trade Friday, but will resume trading Wednesday.
The offer is conditional on Cuscaden Peak receiving acceptances which would bring its holding to more than 50 percent of SPH REIT’s units, the filing said.
The consortium was required to make the offer after the results of shareholders’ choice of consideration for their SPH shares left Cuscaden Peak holding around 47.2 percent of SPH REIT.
Cuscaden Peak gave shareholders the choice of either S$2.40 a share, including S$1.602 in cash and 0.782 SPH REIT unit valued at S$0.798 each, or an all-cash offer of S$2.36, based on unit price at the time the offer was made.
Around 42 percent of SPH shareholders elected to receive both cash and units, while around 58 percent choose the all-cash consideration, Cuscaden Peak has previously said. That resulted in around 26.1 percent of SPH REIT’s units being transferred to Cuscaden Peak, leaving the consortium holding more than 30 percent of the REIT and triggering a chain offer.
Not pursuing delisting
The offeror said it doesn’t have any plan to pursue delisting SPH REIT, but if it receives acceptances bringing its stake to more than 90 percent, it won’t act to stop the suspension of trade. If a stock has a less than 10 percent free float, SGX will suspend trading in the shares and possibly delist the entity.
Cuscaden Peak said that if it obtains at least 90 percent of SPH REIT, it will exercise its right to compulsorily acquire all of the remaining units and delist the REIT.
The minimum offer price was reduced from the S$0.964 original amount to account for distributions paid by the REIT for the fiscal first and second quarter, the filing said.
SPH REIT has a portfolio of five commercial properties, located in Singapore and Australia.
In a separate filing to SGX, SPH REIT said it has appointed PrimePartners Corporate Finance as the independent financial adviser to the REIT’s independent directors.
Who is Cuscaden Peak?
The consortium Cuscaden Peak includes Tiga Stars, a wholly owned subsidiary of tycoon Ong Beng Seng’s Hotel Properties, and Adenium, which is a wholly owned subsidiary of Temasek portfolio company CLA Real Estate Holdings, as well as Mapletree Investments‘ indirect wholly owned subsidiary Mapletree Fortress. Mapletree Investments is wholly owned by Singapore state-owned investment company Temasek.
Cuscaden Peak is 40 percent owned by Tiga Stars, 30 percent by Adenium and 30 percent by Mapletree Fortress. Tiga Stars is 70 percent owned by Hotel Properties, with the remainder held by Como Holdings, which is ultimately owned by Ong Beng Seng, who is the controlling shareholder of Singapore-listed Hotel Properties. Adenium is wholly owned by CLA Real Estate Holdings, which is an independently managed portfolio company of Temasek.