PERENNIAL Real Estate Holdings Limited (PREHL) has announced its firm intention to make a voluntary conditional offer to acquire the remaining units in Perennial China Retail Trust (PCRT) in exchange for PREHL shares.
Unitholders will be offered S$0.70 for each PCRT unit, to be satisfied by the issuance of 0.52423 PREHL shares at an issue price of approximately S$1.3353 for each PREHL share.
As at Monday, PREHL had a total direct and deemed interest of approximately 28.44 per cent of total outstanding units in PCRT. PREHL and its concert parties have a total direct and deemed interest of approximately 33.6 per cent of total outstanding units in PCRT. PREHL has also received irrevocable undertaking from investors who have committed to tender their PCRT units for PREHL shares, representing an additional 15.78 per cent of total outstanding units in PCRT.
Together, PREHL and its concert parties' total direct and deemed interest in the PCRT units amounts to 44.30 per cent of total outstanding units. The offer will become unconditional when this figure hits 50 per cent.
In a statement on Monday, PREHL said that this offer presents PCRT unitholders an opportunity to participate in an enlarged and diversified platform, with the China mixed-use assets comprising different components providing asset class diversification and the Singapore assets providing geographic diversification.
PREHL's net asset value, as an enlarged group including 100 per cent of PCRT post-delisting and assuming the completion of the acquisition of the Beijing Tongzhou Integrated Development and the remaining 51 per cent stake in Perennial Real Estate Pte Ltd, will grow significantly from its current S$1.26 billion to S$2.62 billion.
Its PRC portfolio has a gross development value of about S$13.1 billion and gross floor area of about 36.5 million square feet while its Singapore portfolio has a gross development value of about S$3.8 billion and gross floor area of over 2.0 million sq ft.
Noted chief executive officer Pua Seck Guan: "PREHL is a dominant commercial developer with large scale mixed-use development projects in the PRC, and owns two largest high speed railway commercial hubs in the country, being Chengdu East High Speed Railway Integrated Development and Xi'an North High Speed Railway Integrated Development which are well-positioned for growth.
"The portfolio is complemented by prime and iconic Singapore properties, such as CHIJMES, Capitol Singapore and TripleOne Somerset, which enjoy excellent transport connectivity and will provide steady income streams.
"Together with the trading income from the strata sale of mixed-use projects, rental income from long-term investment properties, and fee income from management business, PREHL is well-poised to grow its NAV over time."
Separately, the company also announced that it will be officially listed on the Singapore Exchange, following the successful completion of the reverse takeover of St James Holdings Limited by the sponsors of PREHL.
Trading of PREHL shares are expected to commence no later than Dec 31.
The firm has appointed DBS Bank, Standard Chartered Bank and United Overseas Bank as joint financial advisers in connection with the offer. DBS Bank and Standard Chartered Bank acted as joint financial advisers in relation to the reverse takeover of St James Holdings Limited which was completed yesterday.
The first closing date of the offer is expected to be on Dec 8.
The article originally stated that PREHL would be listed on the mainboard of the SGX. The revision reflects the supplemental announcement released last night, regarding the listing status of PREHL.