MAPLETREE PAN ASIA COMMERCIAL TRUST MAPLETREE COMMERCIAL TRUST
(Constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))
Notice to MCT Unitholders of Electronic Despatch of Circular issued by the MCT Manager to the MCT Unitholders on 29 April 2022 (the "Circular")
29 April 2022
Dear unitholders of Mapletree Commercial Trust ("MCT Unitholders")
We refer to the announcements dated 31 December 2021, 28 January 2022 and 21 March 2022 in relation to the proposed merger of Mapletree Commercial Trust ("MCT") and Mapletree North Asia Commercial Trust ("MNACT" and the merger of MCT and MNACT, the "Merger") by way of a trust scheme of arrangement (the "Trust Scheme"). We are pleased to inform you that an extraordinary general meeting ("EGM") will be convened and held by way of electronic means at 10.00 a.m. on Monday, 23 May 2022 (Singapore time) to seek the approval of MCT Unitholders for the resolutions set out in the Notice of EGM.
Please find enclosed a separate booklet containing the following documents in relation to the proposed Merger requiring your attention and action:
1. Notice of EGM
2. Proxy Form (orange-coloured form)
3. Request Form for a printed copy of the Circular
4. Invitation to the SIAS-Mapletree Commercial Trust Virtual Information Session
Please note that printed copies of the Circular will not be despatched to MCT Unitholders unless upon request.
The above documents as well as the Circular are available for viewing on our website athttps://www.mapletreecommercialtrust.com or on the website of the Singapore Exchange Securities Trading Limited athttps://www.sgx.com/securities/company-announcements. You may scan the QR code above for direct access to our website via any smart device.
As a precautionary measure due to the COVID-19 situation in Singapore, MCT Unitholders will not be able to attend the EGM in person. Alternative arrangements relating to attendance at the EGM via electronic means (including arrangements by which the meeting can be electronically accessed via live audio-visual webcast and live audio-only stream), submission of questions to the Chairman of the EGM in advance of the EGM or by submitting text-based questions during the EGM via the online chat box, addressing of substantial and relevant questions either before or at the EGM, and voting by appointing the Chairman of the EGM as proxy at the EGM, will be made.
For your easy reference, we have summarised the actions required from MCT Unitholders on the next page which also details the various methods by which you can submit the Proxy Form.
Thank you for your ongoing support for MCT. Please email us atenquiries_mct@mapletree.com.sg should you have any questions.
Yours faithfully
For and on behalf of
Mapletree Commercial Trust Management Ltd.
(as Manager of Mapletree Commercial Trust)
Wan Kwong Weng
Joint Company Secretary
The information presented in this letter and booklet is qualified in its entirety by, and should be read in conjunction with, the information contained in the Circular. Capitalised terms not otherwise defined shall have the meaning given to them in the Circular.
What is tabled for MCT Unitholders' Approval at the EGM?
The MCT Manager will seek the approval of MCT Unitholders for the following resolutions at the EGM to be convened and held by way of electronic means.
The MCT Manager and its associates will abstain from voting on Resolutions 1, Resolution 2 and Resolution 4, and MIPL and their concert parties (together, the "Concert Party Group") and parties not independent of them will abstain from voting on Resolution 3. In addition, for the purposes of good corporate governance, Mr. Tsang Yam Pui, Mr. Hiew Yoon Khong, Ms. Wendy Koh Mui Ai, Ms. Amy Ng Lee Hoon and Ms. Lim Hwee Li Sharon will abstain from voting on Resolution 1, Resolution 2 and Resolution 4.
*The acquisition of the Consideration Units and the Preferential Offering Units by the Concert Party Group may give rise to an obligation on the part of the Concert Party Group to make a mandatory general offer under Rule 14 of the Code for the remaining MCT Units not already owned, controlled or agreed to be acquired by the Concert Party Group upon completion of the Trust Scheme and, if undertaken, the Preferential Offering (unless otherwise waived). The SIC granted the Concert Party Group a waiver of such obligation on 18 March 2022, subject, inter alia, to the satisfaction of certain conditions, including the condition that a majority of holders of voting rights of MCT approve at a general meeting, before the issue of the Consideration Units and the Preferential Offering Units, a Whitewash Resolution by way of a poll to waive their rights to receive a general offer from MIPL. MCT Unitholders should note that (i) by voting in favour of the Whitewash Resolution, MCT Unitholders will be waiving their rights to receive a mandatory general offer from the Concert Party Group in respect of all of their MCT Units, and (ii) the completion of the issuance of the Consideration Units and the Preferential Offering Units to the Concert Party Group may result in the Concert Party Group carrying over 49.0% of the voting rights of MCT, and the Concert Party Group will be free to acquire further MCT Units without incurring any obligation under Rule 14 of the Code to make a general offer for MCT. Please refer to paragraph 8 of the Circular for further details.
In the event that Resolutions 1, 2 and 3 are passed but Resolution 4 is not passed, the MCT Manager will proceed with the Merger on satisfaction and/or waiver of all Conditions and MCT's existing fee structure will continue to apply to the Merged Entity, if the Trust Scheme becomes effective in accordance with its terms. In the event any one of Resolutions 1, 2 or 3 is not passed but Resolution 4 is passed, the MCT Trust Deed Amendments will not be adopted and MCT's existing fee structure will continue to apply to MCT.
What are the Key Dates and Times I need to be aware of?
Key Event | Expected Date/Time |
Last Date and Time for MCT Unitholders to Lodge Proxy Forms | 10.00 a.m. on Friday, 20 May 2022 |
MCT's EGM | 10.00 a.m. on Monday, 23 May 2022 |
MNACT's EGM | 2.30 p.m. on Monday, 23 May 2022 |
MNACT's Trust Scheme Meeting | 3.00 p.m. on Monday, 23 May 2022 |
(or as soon thereafter following the conclusion | |
of MNACT's EGM, whichever is later) | |
Expected Date of Court Hearing for Court Approval of the Trust Scheme(1) | Monday, 27 June 2022 |
Expected Last Day of Trading of MNACT Units on the SGX-ST | Tuesday, 28 June 2022 |
Expected Record Date for the Trust Scheme | 5.00 p.m. on Thursday, 30 June 2022 |
Expected Election Period (in respect of the Scheme Consideration) for MNACT | Tuesday, 5 July 2022 to |
Unitholders | Tuesday, 19 July 2022 |
Expected Preferential Offering Record Date | 5.00 p.m. on Monday, 25 July 2022 |
Expected Application Period (in respect of the Preferential Offering) for MCT | Thursday, 28 July 2022 to |
Unitholders | Friday, 5 August 2022 |
Expected Effective Date of the Trust Scheme(2) | Monday, 8 August 2022 |
Expected Date of Settlement of Scheme Consideration | Wednesday, 17 August 2022 |
Expected Date of Delisting of MNACT | Friday, 19 August 2022 |
Save for the last date and time for the lodgement of the Proxy Form and the date and time of the EGMs and the Trust Scheme Meeting, the above timetable is indicative only and may be subject to change. For the events listed above which are described as "expected", please refer to future SGXNET announcement(s) by the MCT Manager for the exact dates of these events.
Notes:
(1) The date of the Court hearing for Court approval of the Trust Scheme will depend on the date that is allocated by the Court.
(2) The Trust Scheme will become effective upon the written notification to the Monetary Authority of Singapore (the "MAS") of the grant of the order of the Court sanctioning the Trust Scheme, which shall be effected by or on behalf of the MCT Manager, on a date to be mutually agreed in writing between the MCT Manager and the MNACT Manager, being a date within 30 Business Days from the date that the last of the Conditions referred to in paragraph 5.4.1 of the Circular is satisfied or waived, as the case may be, in accordance with the terms of the Implementation Agreement, or such longer period as the MCT Manager and the MNACT Manager may agree in writing.
How do I vote on the resolutions?
for the EGM by 10.00 a.m. on
Friday, 20 May 2022 athttps://go.lumiengage.com/mctegm2022
on Resolutions 1, 2, 3 and 4 by submitting Proxy Form via email or by post
by accessing the live audio-visual webcast or live audio-only stream of the EGM proceedings
Four possible outcomes of the EGM
Merger will proceed
Outcome A
Outcome B
MCT Unitholders vote in favour of
Resolutions 1, 2, 3 and 4
• Subject to, among others, the sanction of the Trust Scheme by the Court, the Merger will proceed and MCT will acquire all of the MNACT Units
• The MCT Trust Deed Amendments will be adopted, and the proposed new fee structure will apply to the Merged Entity
MCT Unitholders vote in favour of Resolutions 1, 2 and 3 and against Resolution 4
• Subject to, among others, the sanction of the Trust Scheme by the Court, the Merger will proceed and MCT will acquire all of the MNACT Units
• The MCT Trust Deed Amendments will not be adopted and MCT's existing fee structure will apply to the Merged Entity
Merger will not proceed
How do I vote on the resolutions?
MCT Unitholders will not be able to vote online on the resolutions to be tabled for approval at the EGM.
All MCT Unitholders must appoint the Chairman of the EGM as your proxy to vote on your behalf at the EGM by completing the Proxy Form.
1
LOCATE PROXY FORM
The Proxy Form is enclosed with the Notice of EGM and can also be obtained from the Unit Registrar:Boardroom Corporate & Advisory
Services Pte. Ltd.
1 Harbourfront Avenue #14-07 Keppel Bay Tower
Singapore 098632 Operating hours: Monday to Friday, 8.30 a.m. to 5.30 p.m.
An electronic copy of the Proxy Form will be published on MCT's
website athttps://www.mapletreecommercialtrust.com and will also be made available on the SGX-ST's website athttps://www.sgx.com/securities/company-announcements
2
COMPLETE PROXY FORM
Fill in your name and particulars.
You MUST appoint the Chairman of the EGM as your proxy to attend, speak and vote on your behalf at the EGM if you wish to exercise your voting rights at the EGM.
If you wish to exercise all your votes "FOR", "AGAINST" or to "ABSTAIN", please indicate with an "X" within the relevant box provided. Alternatively, please indicate the number of votes as appropriate.
If you are an individual, you or your attorney MUST SIGN and indicate the date. If you are a corporation, the Proxy Form must be executed under your common seal or under the hand of your duly authorised officer or attorney. Where the Proxy Form is signed by an attorney, the power of attorney or a notarially certified copy thereof must be lodged with the Proxy Form.
Indicate the number of MCT Units you hold.
If submitted electronically:
Scan and send the completed and signed Proxy Form via email to MCT's Unit Registrar atsrs.teamd@boardroomlimited.com
RETURN THE COMPLETED PROXY FORM
If submitted by post:
MAPLETREE COMMERCIAL TRUST IMPORTANT: (Constituted in the Republic of Singapore pursuant to a trust deed dated 25 August 2005 (as amended))
I/We (Name(s) and NRIC/Passport/Company Registration Number(s)) of (Address) being a Unitholder/Unitholders of MCT, hereby appoint the Chairman of the EGM as my/our proxy to attend and vote for me/us on my/our behalf, at the EGM of MCT to be held by electronic means at 10.00 a.m. on Monday, 23 May 2022 and at any adjournment thereof. (Voting will be conducted by poll. If you wish the Chairman of the EGM as your proxy to cast all your votes "for" or "against" a resolution, please indicate with an "X" in the "For" or "Against" box provided in respect of that resolution. Alternatively, please indicate the number of votes "for" or "against" in the "For" or "Against" box in respect of that resolution. If you wish the Chairman of the EGM as your proxy to abstain from voting on a resolution, please indicate with an "X" in the "Abstain" box provided in respect of that resolution. Alternatively, please indicate the number of Units that the Chairman of the EGM as your proxy is directed to abstain from voting in the "Abstain" box in respect of that resolution. In the absence of specific directions in respect of a resolution, the appointment of the Chairman of the EGM as your proxy for that resolution will be treated as invalid.) AbstainAgainstForNo. Resolutions 1. Proposed Merger of Mapletree Commercial Trust and Mapletree North Asia Commercial Trust by way of a trust scheme of arrangement (Ordinary Resolution) 2. Proposed allotment and issuance of units of Mapletree Commercial Trust to the holders of units in Mapletree North Asia Commercial Trust as full or part of the consideration for the Merger (Ordinary Resolution) 3. Proposed Whitewash Resolution in relation to the Concert Party Group (Ordinary Resolution) 4. Proposed amendments to the MCT Trust Deed to adopt the Management Fee Supplement (Extraordinary Resolution) Dated this day of 2022 Fold here. Glue all sides firmly. Stapling and spot sealing are disallowed. Total Number of Units Held IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW NOTES TO PROXY FORM: 1. The COVID-19 situation in Singapore and the related safe distancing measures have impacted the m conducts the EGM. The well-being of Unitholders and its staff are the Manager's priority. As a precaution Signature(s) of Unitholder(inst)e/ ractions and COVID-19 transmission risk to a minimum, the Manager is not providing for physical att Common Seal of CorporatEeGUMnaitnhdoltdhe rEGM will be conducted virtually. 2. A Unitholder (whether individual or corporate) must appoint the Chairman of the EGM as his/her/its proxy his/her/its behalf at the EGM if such Unitholder wishes to exercise his/her/its voting rights at the EGM. This IMPORTANT: PLEASE READ NOTES TO PROXY FORM ON REVERSE PAGE at MCT's website athttps://www.mapletreecommercialtrust.com, and will also be made available https://www.sgx.com/securities/company-announcements. Where a Unitholder (whether individual or corporat EGM as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstentions from voting, in respect o failing which the appointment of the Chairman of the EGM as proxy for that resolution will be treated as invalid. | anner in w ary measur endance by to attend, Proxy Form on the SG e) appoints t f a resolution |
Glue all sides firmly. Stapling and spot sealing are disallowed.
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Lodge the completed and signed Proxy Form at the office of MCT's Unit Registrar at 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632
The COVID-19 situation in Singapore and the related safe distancing measures have impacted the manner in which the Manager conducts the EGM. The well-being of Unitholders and its staff are the Manager's priority. As a precautionary measure to keep physical interactions and COVID-19 transmission risk to a minimum, the Manager is not providing for physical attendance by Unitholders at the
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A Unitholder (whether individual or corporate) must appoint the Chairman of the EGM as his/her/its proxy to attend, speak and vote on his/her/its behalf at the EGM if such Unitholder wishes to exercise his/her/its voting rights at the EGM. This Proxy Form may be accessed , and will also be made available on the SGX-ST's website at . Where a Unitholder (whether individual or corporate) appoints the Chairman of the solution in the form of proxy,
3. CPF Investors and SRS Investors who wish to appoint the Chairman of the EGM as proxy should approach their respective CPF Agent Banks or SRS Operators to submit their votes by 10.00 a.m. on Tuesday, 10 May 2022, being seven working days before the date of the EGM.
4. The Chairman of the EGM, as proxy, need not be a Unitholder of MCT.
5. The Proxy Form appointing the Chairman of the EGM as proxy must be submitted in the following manner:
(i) if submitted by post, be lodged at the office of the Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 1 Harbourfront Avenue, #14-07 Keppel Bay Tower, Singapore 098632; or
(ii) if submitted via electronic mail, attach and send a clear scanned PDF copy of the completed and signed Proxy Form to the Unit Registrar atsrs.teamd@boardroomlimited.com, in each case, by no later than 10.00 a.m. on Friday, 20 May 2022, being 72 hours before the time fixed for the EGM.
A Unitholder who wishes to submit an instrument of proxy must complete and sign the Proxy Form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.
In view of the constantly evolving COVID-19 situation, Unitholders are strongly encouraged to submit completed Proxy Forms electronically via email, rather than by post.
6. A Unitholder should insert the total number of Units held in the Proxy Form. If the Unitholder has Units entered against his/her/its name in the Depository Register maintained by The Central Depository (Pte) Limited ("CDP"), he/she/it should insert that number of Units. If the Unitholder has Units registered in his/her/its name in the Register of Unitholders of MCT, he/she/it should insert that number of Units. If the Unitholder has Units entered against his/her/its name in the said Depository Register and registered in his/her/its name in the Register of Unitholders, he/she/it should insert the aggregate number of Units. If no number is inserted, the Proxy Form will be deemed to relate to all the Units held by the Unitholder.
7. The Proxy Form must be executed under the hand of the appointor or his/her/its attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.
8. Where the Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority must (failing previous registration with the Manager) be lodged with the Proxy Form, failing which the Proxy Form may be treated as invalid.
9. The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his/her/its name in the Depository Register as at 72 hours before the time appointed for holding the EGM, as certified by CDP to the Manager.
10. Any reference to a time of day is made by reference to Singapore time.
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BBUUSSININESS REPLYYSSEERRVVICIECE PPEERMIIT NO..0086896393 (086936) Mapletree Commercial Trust Management Ltd. c/o Boardroom CorpoSraINteG&AAPdOvRisEory Services Pte. Ltd. 1 Harbourfront Avenue #14-07 Keppel Bay Tower Singapore 098632 BUSINESS REPLY SERVICE PERMIT NO. 08693 (086936) SINGAPORE | Postage will be paid by addressee. For posting in Singapore only. |
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The Proxy Form must reach MCT's Unit Registrar NO LATER THAN 10.00 a.m. on Friday, 20 May 2022, being 72 hours before the time fixed for the EGM.
CPF Investors and SRS Investors who wish to appoint the Chairman of the EGM as proxy should approach their respective CPF Agent Banks and SRS Operators to submit their votes by 10.00 a.m. on Tuesday, 10 May 2022, being seven working days before the date of the EGM.
How do I find out the number of MCT Units I own?
You can check your MCT unitholdings with CDP through your online
CDP account or by contacting them at:
The Central Depository | Operating hours |
9 North Buona Vista Drive | Monday to Friday: 8.30 a.m. to 5.00 p.m. |
#01-19/20 The Metropolis | Saturday: 8.30 a.m. to 12.00 p.m. |
Singapore 138588 | Closed on Sundays & Public Holidays |
Telephone: +65 6535 7511 | |
Fax: +65 6535 0775 |
If you own MCT Units through a bank, broker or any other intermediaries, you can also check by contacting them directly.
If you are a CPF Investor or SRS Investor, please consult your CPF Agent Bank or SRS Operator for further information.
Summary of Approvals Sought
Proposed Merger of Mapletree Commercial Trust and Mapletree North Asia Commercial Trust by way of a trust scheme of arrangement
Proposed allotment and issuance of units of Mapletree Commercial Trust to the holders of units in Mapletree North Asia Commercial Trust as full or part of the consideration for the Merger
Proposed Whitewash Resolution in relation to the Concert Party Group
Proposed amendments to the MCT Trust Deed to adopt the Management Fee Supplement
In the event that Resolutions 1, 2 and 3 are passed but Resolution 4 is not passed, the MCT Manager will proceed with the Merger on satisfaction and/or waiver of all Conditions and MCT's existing fee structure will continue to apply to the Merged Entity, if the Trust Scheme becomes effective in accordance with its terms.
In the event any one of Resolutions 1, 2 or 3 is not passed but Resolution 4 is passed, the MCT Trust Deed Amendments will not be adopted and MCT's existing fee structure will continue to apply to MCT.
Important Dates and Times
Last date and time for lodgement of Proxy Form
Date and time of EGM
10.00 a.m. on Friday, 20 May 2022 10.00 a.m. on Monday, 23 May 2022
The EGM will be convened and held by way of electronic means
Who should I contact if I need help?
Mapletree Commercial Trust Management Ltd. | DBS Bank Ltd. |
Ms. Teng Li Yeng | Strategic Advisory |
Director, Investor Relations | Telephone: +65 6878 4649 |
Email:teng.liyeng@mapletree.com.sg | Operating hours: 8.30 a.m. to 5.00 p.m., |
Telephone: +65 6377 6836 | Monday to Friday |
Operating hours: 9.00 a.m. to 5.00 p.m., | |
Monday to Friday |
THE INFORMATION PRESENTED IN THIS LETTER AND BOOKLET IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN CONJUNCTION WITH, THE INFORMATION CONTAINED IN THE CIRCULAR. IF THERE SHOULD BE ANY INCONSISTENCY OR CONFLICT BETWEEN THE INFORMATION CONTAINED IN THIS LETTER AND BOOKLET AND THE INFORMATION CONTAINED IN THE CIRCULAR, THE INFORMATION CONTAINED IN THE CIRCULAR SHALL PREVAIL. NOTHING IN THIS LETTER AND BOOKLET IS INTENDED TO BE, OR SHALL BE TAKEN AS, ADVICE, A RECOMMENDATION OR A SOLICITATION TO MCT UNITHOLDERS OR ANY OTHER PARTY. MCT UNITHOLDERS ARE ADVISED TO BE CAUTIOUS WHEN DEALING IN THEIR MCT UNITS AND NOT TO TAKE ANY ACTION IN RELATION TO THEIR MCT UNITS WHICH MAY NOT PROVE TO BE IN THEIR BEST INTERESTS.
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Disclaimer
Mapletree Commercial Trust published this content on 29 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2022 17:22:05 UTC.
