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ESR Reit to hold EGM on proposed merger with VIT on Aug 31
ESR Reit will hold an Extraordinary General Meeting (EGM) on Aug 31 for ESR Reit unitholders on the proposed merger of Viva Industrial Trust (VIT) and ESR Reit.
The EGM will be held on Aug 31 at 9am, at the Stephen Riady Auditorium@NTUC, Level 7, NTUC Centre on One Marina Boulevard.
The first resolution of the EGM is to approve the proposed merger of VIT and ESR Reit. Announced in May, the merger is of all the issued and paid-up stapled securities of VIT held by the stapled securityholders of VIT and the units in ESR Reit held by the unitholders of ESR Reit. The merger will be effected through an acquisition by ESR Reit of all the stapled securities of VIT by way of a trust scheme of arrangement.
The second resolution is to approve the issue of about 1.56 billion (see amendment note) new ESR Reit units to the stapled securityholders of VIT, as part of the consideration for the merger. These new units will be credited as fully paid and ranking on par in all respects with the other ESR Reit units in issue, except that they will not be entitled to any distributions on any record date which falls prior to the date of their issue.
The EGM also aims to put in place a whitewash resolution, under which independent unitholders of ESR Reit will unconditionally and irrevocably waive their rights to receive a mandatory general offer from the Tong Group for the ESR Reit units not already owned, controlled or agreed to be acquired by the Tong Group and its concert parties upon completion of the merger.
A dialogue session on the merger will be held for stapled securityholders of VIT on Aug 20 at 7pm at STI Auditorium, Level 9, Capital Tower, 168 Robinson Road.
A separate dialogue session will be held for unitholders of ESR Reit on Aug 21 on 7pm at Suntec Singapore International Convention & Exhibition Centre, Room 324 - 326.
Adrian Chui, chief executive officer and executive director of the ESR Reit Manager, and Wilson Ang, CEO and executive director of the VIT Managers, will be present at the dialogue sessions. Both sessions will be moderated by David Gerald, president and CEO of SIAS (Securities Investors Association Singapore).
Amendment Note: An earlier version of the article stated that the second resolution to be voted on at the EGM would be the approval of the issue of about 1.56 million new ESR Reit units to the stapled securityholders of VIT, as part of the consideration for the merger. This is incorrect as the proposed issue will involve about 1.56 billion new ESR units instead.