MAPLETREE NORTH ASIA COMM TR (SGX:RW0U)
Mapletree North Asia Commercial Trust - Revision Of Trust Scheme A Boost To MNACT Unitholders
- Revision of Trust Scheme with addition of all-cash consideration option at S$1.1949 per Mapletree North Asia Commercial Trust unit.
- Provides further flexibility for Mapletree North Asia Commercial Trust unitholders.
- Option three (all-cash) most viable for conservative unitholders; sell in open market if price > S$1.19.
Revision of Trust Scheme of Arrangement with addition of all-cash consideration at S$1.1949 per MNACT unit
- Mapletree North Asia Commercial Trust (MNACT, SGX:RW0U) and Mapletree Commercial Trust (SGX:N2IU) jointly announced a revision to the Trust Scheme of Arrangement, which was first put out on 31 Dec 2021. The main change is the addition of a third option, which is a 100% cash consideration at S$1.1949 per Mapletree North Asia Commercial Trust unit. This option will also be the default option.
- As a recap, the first option entails a scrip-only consideration: 100% consideration units with 0.5963 new Mapletree Commercial Trust units per Mapletree North Asia Commercial Trust unit based on an unchanged scheme issue price of S$2.0039, and the second option entails a combination of cash and new Mapletree Commercial Trust units (cash-and-scrip consideration: 84% consideration units with 0.5009 new Mapletree Commercial Trust units per Mapletree North Asia Commercial Trust unit and 16% cash consideration also at a scheme issue price of S$2.0039.
- Overall, all three options would still translate to a Scheme Consideration price of S$1.1949 per Mapletree North Asia Commercial Trust unit, which is equivalent to 1x adjusted Price-to-Net Asset Value (P/NAV) as at 30 Sep 2021, and also represents a premium of 6.7% to its last close of S$1.12 on 18 Mar 2022 prior to the latest announcement.
More flexibility for MNACT unitholders; longer-term strategic benefits of enlarged entity
- The addition of the third option (full cash) provides Mapletree North Asia Commercial Trust unitholders with greater flexibility in choosing to either stay invested in the merged entity, or fully realise their investment.
- To fund the potential additional cash outlay, Mapletree Commercial Trust will be launching a preferential offering of S$2.0039 per unit to raise up to S$2.2b, and its sponsor Mapletree Investments Private Limited (MIPL) has undertaken to subscribe for the maximum preferential offering.
- MIPL’s resultant stake in the enlarged entity Mapletree Pan Asia Commercial Trust (MPACT) could range from 34.75% to 57.09%, highlighting strong alignment of interest with minority unitholders. Putting all these together, the pro forma financial effects remain unchanged compared to the original terms of the Trust Scheme, and we continue to see longer-term strategic benefits on an enlarged entity, as previously highlighted.
Option three (all-cash) most viable for conservative unitholders; sell in open market if share price > S$1.19
- Given that there are no changes to the pro forma financial effects in relation to the original terms of the Trust Scheme, we maintain our fair value estimate of S$1.06.
- We believe unitholders of Mapletree North Asia Commercial Trust can either look to sell their units in the open market if share price exceeds S$1.19, or vote in favour of the Trust Scheme and choose option three (100% cash consideration), especially for more conservative investors.
- See
- Mapletree North Asia Commercial Trust's Share Price,
- Mapletree North Asia Commercial Trust's Target Price,
- Mapletree North Asia Commercial Trust's Analyst Reports,
- Mapletree North Asia Commercial Trust's Dividend History,
- Mapletree North Asia Commercial Trust's Announcements,
- Mapletree North Asia Commercial Trust's Latest News.
OCBC Research Team
OCBC Investment Research
|
https://www.iocbc.com/
2022-03-21
SGX Stock
Analyst Report
1.060
SAME
1.060
