Aelios Pte. Ltd., a newly incorporated investment holding company, has launched a mandatory conditional cash offer to acquire all issued and outstanding units in Suntec Real Estate Investment Trust (REIT) not already owned by its concert parties. This offer, announced on December 5, 2024, comes at a premium price of S\$1.16 per unit. The move could significantly impact Suntec REIT’s share price, its public float, and its listing status on the Singapore Exchange (SGX-ST).

Key Details of the Offer

• The offer price of S\$1.16 per unit matches the highest price paid by the Offeror and its concert parties in the six months preceding the announcement.
• Aelios Pte. Ltd. and its concert parties currently hold approximately 31.45% of Suntec REIT’s issued units. This exceeds the 30% threshold, triggering a mandatory general offer under Rule 14 of the Singapore Code on Take-overs and Mergers.
• The offer is conditional upon Aelios Pte. Ltd. acquiring more than 50% of the total voting rights in Suntec REIT by the closing date, January 20, 2025, unless extended.
• The offer price will be adjusted for any distributions, such as dividends, declared after the offer announcement date.

Potential Implications for Suntec REIT’s Shareholders

Shareholders are advised to consider the following critical points:

• Listing Status: If the Offeror and its concert parties acquire over 90% of Suntec REIT’s issued units, trading on the SGX-ST may be suspended, and the REIT could face delisting.
• Compulsory Acquisition: If acceptances exceed 90%, Aelios Pte. Ltd. may exercise its right to compulsorily acquire all remaining units at the same offer price.
• Offeror’s Intentions: Aelios Pte. Ltd. has stated its intention to maintain Suntec REIT’s listing status. However, the Offeror reserves the right to re-evaluate this position based on market conditions and the level of acceptances.
• Independent Advice: KPMG Corporate Finance Pte. Ltd. has been appointed as the independent financial adviser to evaluate the fairness of the offer. Shareholders are encouraged to consider their recommendations, which will be published within 14 days of the offer’s announcement.

Market Performance and Historical Context

As of December 17, 2024, the latest practicable date, Suntec REIT’s units closed at S\$1.19, slightly above the offer price. The highest closing price in the six months prior to the announcement was S\$1.37, recorded on September 19, 2024, while the lowest was S\$1.05 on June 12 and June 28, 2024.

These price dynamics suggest that the offer could prompt significant trading activity and influence investor sentiment.

Procedures for Acceptance

Shareholders wishing to accept the offer must complete and submit the relevant acceptance forms (FAA or FAT) by 5:30 p.m. (Singapore time) on January 20, 2025. Detailed instructions for submission are provided in the offer document, available electronically on the SGX-ST and Suntec REIT’s corporate website.

Financial Capacity and Resources

The joint financial advisers, DBS Bank Ltd. and United Overseas Bank Limited, have confirmed that Aelios Pte. Ltd. has sufficient financial resources to meet the full acceptance obligations under the offer. Oversea-Chinese Banking Corporation Limited (OCBC) is acting as the financial adviser to the Offeror Shareholders, further strengthening the offer’s credibility.