Court hearing for MNACT trust scheme application rescheduled to Feb 21

MAPLETREE North Asia Commercial Trust's (MNACT) RW0U trust scheme application for its merger with Mapletree Commercial Trust (MCT) N2IU : N2IU 0% will now be heard by the court on Feb 21, 10 am instead of Feb 18, 2.30 pm.

The trust scheme application was filed with the court for leave to convene a trust scheme meeting for MNACT unitholders to cast their votes for the merger.

The merger will see MNACT unitholders receive a scheme consideration of S$1.1949 for each MNACT unit held as at the record date to be announced. For each MNACT unit held, unitholders will receive either 0.5963 new MCT units at an issue price of S$2.0039 apiece, or a combination of 0.5009 consideration units and S$0.1912 in cash.

The total scheme consideration amounts to some S$4.2 billion. No more than S$417.3 million, or 9.9 per cent of the total consideration, will be fulfilled in cash, with the remaining amount to be satisfied via consideration units, implying a gross exchange ratio of 0.5963 times.

MCT unitholders holding more than half of the total number of votes cast have to first approve the trust scheme as an interested party transaction and agree to the issuance of new MCT units as part of the consideration. Unitholders representing more than 75 per cent of total votes cast will also need to approve the change in MCT fee structure and any required subsequent changes to the trust deed.

Meanwhile, MNACT unitholders representing more than 75 per cent of total votes cast will need to approve proposed amendments to MNACT's trust deed to introduce provisions to facilitate the implementation of the trust scheme. The merger must also be approved by a majority of MNACT unitholders present and voting in person or by proxy representing at least three-fourths in value of the MNACT units held by these unitholders.

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The merged entity, to be named Mapletree Pan Asia Commercial Trust (MPACT), will have a theoretical market capitalisation of approximately S$10.5 billion. The enlarged platform will be within the top 3 real estate investment trusts listed in Singapore, behind CapitaLand Integrated Commercial Trust and Ascendas Reit.

The combined portfolio will comprise 18 commercial assets across Singapore, China, Hong Kong, Japan and South Korea, with assets under management of about S$17.1 billion. If approved, the merger is expected to be completed around mid-June 2022.

On Friday, MNACT units closed 2.7 per cent or S$0.03 lower at S$1.09, while MCT units closed 0.5 per cent or S$0.01 lower at S$1.839.

READ MORE:

• Mapletree Commercial Trust, Mapletree North Asia Commercial Trust propose merger
• Quarz's campaign may help rather than hinder the proposed merger of MCT and MNACT
• Quarz Capital decries 'value destructive' offer for MNACT in proposed merger with MCT
• MCT-MNACT merger makes most sense when viewed from perspective of Mapletree Investments
• Mapletree merger: Moody's reviews MCT for downgrade, MNACT for upgrade