CLOSE OF PRIVATE PLACEMENT OF 178,007,000 NEW UNITS (“NEW UNITS”) IN
ASCENDAS REAL ESTATE INVESTMENT TRUST (“ASCENDAS REIT”) AT AN ISSUE PRICE
OF S$2.540 PER NEW UNIT
Capitalised terms used herein, unless otherwise defined, shall have the meaning ascribed to them
in the announcement of Ascendas Real Estate Investment Trust dated 6 September 2018 in relation
to the launch of the proposed private placement (the “Announcement”).
1. Introduction
Further to the Announcement in relation to the private placement of 178,007,000 New Units
at an issue price of between S$2.528 and S$2.606 per New Unit (the “Private Placement”),
Ascendas Funds Management (S) Limited, in its capacity as manager of Ascendas Reit (the
“Manager”), is pleased to announce that DBS Bank Ltd. (“DBS”) and J.P. Morgan (S.E.A.)
Limited (“JPM”, and together with DBS, the “Joint Lead Managers and Underwriters”), in
consultation with the Manager, have closed the book of orders for the Private Placement.
The Private Placement was approximately 2.2 times covered and drew strong demand from
new and existing institutional, accredited and other investors.
2. Issue Price
The issue price has been fixed at S$2.540 per New Unit (the “Issue Price”), as agreed
between the Manager and the Joint Lead Managers and Underwriters, following an
accelerated book-building process.
The Issue Price of S$2.540 per New Unit represents a discount of:
(i) (for illustrative purposes only) 3.50% to the adjusted volume weighted average ..
price1
(“VWAP”) of S$2.6322 per Unit; and
(ii) 6.09% to the VWAP of S$2.7047 per Unit for trades in the Units done on Singapore
Exchange Securities Trading Limited (the “SGX-ST”) for the full Market Day2
on 6
September 2018 (being the Market Day on which the Placement Agreement was
signed).
The gross proceeds from the Private Placement amounted to approximately S$452.1
million.
The Issue Price of S$2.540 per New Unit represents a 25.1% premium to the adjusted net
asset value per Unit3
(based on Ascendas Reit’s unaudited financial results for the financial
period from 1 April 2018 to 30 June 2018).
3. Use of Proceeds
Subject to relevant laws and regulations, the Manager intends to use the gross proceeds of
approximately S$452.1 million from the Private Placement in the following manner:
(i) approximately S$250.0 million4
(which is equivalent to 55.3% of the gross proceeds
of the Private Placement) to partially fund the acquisition of a second UK logistics
portfolio5
(the “Proposed UK Acquisition”) and the associated costs, subject to
completion of negotiations with the vendor and satisfactory due diligence6
;
(ii) approximately S$109.0 million (which is equivalent to 24.1% of the gross proceeds
of the Private Placement) to partially fund the development of a build-to-suit facility
located in Singapore (the “Proposed Singapore Development”), subject to
completion of negotiations with the vendor and satisfactory due diligence7
;
(iii) approximately S$88.9 million (which is equivalent to 19.7% of the gross proceeds
of the Private Placement) to be used for funding debt repayment and future
acquisitions; and
approximately S$4.2 million (which is equivalent to 0.9% of the gross proceeds of
the Private Placement) to pay the estimated fees and expenses, including
professional fees and expenses, incurred or to be incurred by Ascendas Reit in
connection with the Private Placement,
with the balance of the gross proceeds of the Private Placement, if any, to be used for
general corporate and/or working capital purposes.
Notwithstanding its current intention, in the event that the Private Placement is completed
but the Proposed UK Acquisition and/or the Proposed Singapore Development does not
proceed for whatever reason, the Manager may, subject to relevant laws and regulations,
use the net proceeds from the Private Placement at its absolute discretion for other
purposes, including, without limitation, to repay existing indebtedness and fund capital
expenditures.
Pending the deployment of the net proceeds from the Private Placement, the net proceeds
may, subject to relevant laws and regulations, be deposited with banks and/or financial
institutions or used to repay outstanding borrowings or for any other purpose on a shortterm
basis as the Manager may, in its absolute discretion, deem fit.
The Manager will make periodic announcements on the utilisation of the net proceeds of the
Private Placement via SGXNET as and when such funds are materially utilised and whether
such a use is in accordance with the stated use and in accordance with the percentage
allocated. Where there is any material deviation from the stated use of proceeds, the
Manager will announce the reasons for such deviation.
Listing of, Dealing in and Quotation of the New Units
The trading of the New Units on the SGX-ST pursuant to the Private Placement is currently
expected to commence at 9.00 a.m. on 18 September 2018.
The Manager will make a formal application to the SGX-ST for the listing of, dealing in, and
quotation of, the New Units on the Main Board of the SGX-ST. An appropriate
announcement will be made upon the receipt of such in-principle approval from the SGXST.
Placement of New Units to DBS’ Treasury Investments Unit (“DBS TI”)
DBS TI has been allocated 9,800,000 New Units under the Private Placement. Ascendas
Land (Singapore) Pte Ltd (the “Sponsor”) is a substantial unitholder of Ascendas Reit. As
of the date of this announcement and based on information available to the Manager,
Temasek Holdings (Private) Limited (“Temasek”) owns 51.0% of the Sponsor. Accordingly,
Temasek, through its interest in the Sponsor, is deemed a substantial unitholder of
Ascendas Reit. DBS is a wholly owned subsidiary of DBS Group Holdings Ltd (“DBSH”) and
based on the latest annual report of DBSH for the financial year ended 31 December 2017,
Temasek had a direct and deemed interest of 29.27% in DBSH as at 1 March 2018.
No comments:
Post a Comment