Mapletree Commercial Trust, MNACT unitholders approve merger

Mapletree Commercial Trust's Mapletree Business City property in Singapore. Mapletree North Asia Commercial Trust (MNACT) and Mapletree Commercial Trust agreed in December 2021 to merge to form Mapletree Pan-Asia Commercial Trust. Credit: Mapletree Commercial TrustMapletree Commercial Trust's Mapletree Business City property in Singapore. Mapletree North Asia Commercial Trust (MNACT) and Mapletree Commercial Trust agreed in December 2021 to merge to form Mapletree Pan-Asia Commercial Trust. Credit: Mapletree Commercial Trust

The unitholders of Mapletree Commercial Trust and Mapletree North Asia Commerical Trust (MNACT) approved the merger of the two REITs at separate extraordinary general meetings (EGMs) Monday.

In late December, the two trusts announced a plan to merge into Mapletree Pan-Asia Commercial Trust in a S$4.22 billion deal, creating one of Asia’s top-10 largest REITs with assets across Singapore, South Korea, China, Hong Kong and Japan. The REITs said the merged entity will be a proxy to Asia’s gateway markets.

At MCT’s EGM, around 91.67 percent of unitholders’ votes were in favor of the merger, while at MNACT’s EGM, around 99.03 percent of unitholders’ votes were in favor of the deal, according to a filing to SGX.

“We are heartened to receive the approval from MCT unitholders for the Merger. With this mandate as well as the sponsor’s unwavering support, we are now more ready than ever to take MCT to the next level,” Sharon Lim, CEO of MCT’s manager, said in the statement.

“The enlarged scale and stronger financial muscles of MPACT will enable us to undertake capital recycling opportunities, take on value-enhancing asset enhancement and development initiatives, and pursue larger acquisitions in Asia’s key gateway markets,” Lim said.

The deal will be completed via MCT acquiring all of MNACT’s units, giving MNACT’s unitholders the choice of consideration via scrip-only, cash-and-scrip, or cash-only options, the filing said. After MNACT’s unitholders make their choice, MCT may hold a preferential offering of up to 1.094 billion MCT units at S$2.0039 each to raise up to S$2.2 billion, to fund the cash-only option, the filing said.

Mapletree Investments, the sponsor of both REITs, has agreed to subscribe for the units, with a six-month lockup period, the REITs said.

The merger effective date is expected to be in early August, and then MNACT will be delisted, the REITs said.