MPACT receives strong endorsement with approvals from
MCT and MNACT Unitholders for the Proposed Merger
- Managers believe the transformative Merger will create a flagship commercial REIT in Asia with stability and scale across key Asian gateway markets
- • Merged Entity will leapfrog to one of the ten largest REITs in Asia, delivering strategic, financial and operational benefits to MCT and MNACT Unitholders
- • Merged Entity will have a diversified and high quality portfolio, anchored by best-inclass commercial assets
- • Tailored “4R” asset and capital management strategy post-Merger to realise benefits from the Merger
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 Mapletree North Asia Commercial Trust (“MNACT” and as manager of MNACT, the “MNACT Manager”), are pleased to jointly announce that unitholders of MCT (“MCT Unitholders”) and unitholders of MNACT (“MNACT Unitholders”) have approved the proposed merger of MCT and MNACT (“Merger”) by way of a trust scheme of arrangement (the “Trust Scheme”).
Additionally, all resolutions at MCT’s EGM, MNACT’s EGM and Trust Scheme Meeting were duly passed and well supported by the respective unitholders.
At MCT’s EGM, approximately 91.67% of the total number of votes received from MCT Unitholders were cast in favour of the ordinary resolution relating to the Merger by way of the Trust Scheme (Resolution 1);
Approximately 91.70% of the total number of votes received from MCT Unitholders were cast in favour of the ordinary resolution relating to the proposed allotment and issuance of units of MCT (“MCT Units”) to the MNACT Unitholders as full or part of the consideration for the Merger (Resolution 2);
Approximately 85.73% of the total number of votes received from MCT Unitholders were cast in favour of the proposed Whitewash Resolution in relation to the Concert Party Group (Resolution 3);
And approximately 92.15% of the total number of votes received from MCT Unitholders were cast in favour of the extraordinary resolution 1 Unless otherwise defined. All capitalised terms used and not defined herein shall have the same meanings given to them in the circular issued by the MCT Manager to MCT Unitholders on 29 April 2022 and the scheme document issued by the MNACT Manager to MNACT Unitholders on 29 April 2022. 2 relating to the proposed amendments to the MCT Trust Deed to adopt the Management Fee Supplement (Resolution 4).
Accordingly, the MCT Manager will proceed with the Merger on satisfaction and/or waiver of all Conditions, and the MCT Trust Deed Amendments will be adopted and the management fee structure of the Merged Entity will be pegged to distributable income and DPU growth, which will promote closer alignment of interests with unitholders.
Mapletree Investments Pte Ltd. (“MIPL” or the “Sponsor”) and its associates, including the MIPL Entities, have abstained from voting on Resolutions 1, 2 and 4. The Sponsor and its concert parties, and parties not independent of them, including the MIPL Entities, have abstained from voting on Resolution 3. The non-independent directors of the MCT Manager have also abstained from voting on all resolutions at MCT’s EGM.
At MNACT’s EGM, approximately 99.03% of the total number of votes received from MNACT Unitholders were cast in favour of the extraordinary resolution relating to the proposed amendments to the MNACT Trust Deed2 to introduce provisions to facilitate the implementation of a trust scheme of arrangement3 .
In addition, at the meeting of MNACT Unitholders convened by orders of the Court to approve the Trust Scheme (the “Trust Scheme Meeting”). The resolution to approve the Trust Scheme was approved by approximately 86.19% in number of MNACT Unitholders representing approximately 97.68% in value of the total number of MNACT units held by MNACT Unitholders present and voting by proxy at the Trust Scheme Meeting.
The MCT Manager and its concert parties, common substantial unitholders of MCT and MNACT (i.e. those holding 5% or more of the interests in both MCT and MNACT), as well as the MNACT Manager, have abstained from voting on the Trust Scheme at the Trust Scheme Meeting.$MAPLETREE COMMERCIAL TRUST(N2IU.SI)$
Resource: Mapletree Commercial
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