Keppel Corp. : SGXNET: Lodgement of Offer Information Statement
11/17/2011 | 06:10am
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT IN THE UNITED STATES. THE
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"). THE SECURITIES HAVE NOT BEEN,
AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. NO
PUBLIC OFFERING OF THE SECURITIES IS BEING, OR WILL BE MADE
IN THE UNITED STATES.
Constituted in the Republic of Singapore
pursuant to a trust deed dated 28 November 2005 (as amended))
ANNOUNCEMENT
LODGMENT OF OFFER INFORMATION STATEMENT LAUNCH OF RIGHTS
ISSUE
Unless otherwise defined, all terms and references used
herein shall bear the same meaning ascribed to them in the
offer information statement dated 17 November 2011 (the
"Offer Information Statement").
Lodgment of the Offer Information Statement
Further to the approval of the Rights Issue by Unitholders at
the EGM held on 10 November 2011, the board of directors of
K-REIT Asia Management Limited, as the manager of K-REIT Asia
(the "Manager"), is pleased to announce that it has
on 17 November 2011 lodged with the Monetary Authority of
Singapore (the "Authority"), among others, the
Offer Information Statement in relation to
the underwritten1 and renounceable rights issue
of 1,159,694,000 Rights Units at an issue price of
S$0.85 for each Rights Unit, on the basis of 17 Rights Units
for every 20 existing Units (fractional entitlements to be
disregarded) held by Eligible Unitholders as at 16 November
2011 at 5.00 p.m. (the "Rights Issue"), further to
the approval by Unitholders of the Rights Issue at the EGM
held on 10
November 2011.
The Offer Information Statement is available on the website
of the Authority at http://masnet.mas.gov.sg/opera/sdrprosp.nsf
and will be despatched to Eligible Unitholders
on or about 21 November 2011, together with the ARE (in the
case of Eligible Depositors) or the PAL (in the case of
Eligible Scripholders) issued in connection with the Rights
Issue.
1 Keppel Corporation Limited ("KCL") and Keppel
Land Limited ("KLL") have each provided an
irrevocable undertaking to the Manager to subscribe for their
respective wholly-owned subsidiaries' total provisional
allotments of Rights Units (the "Keppel Proportionate
Rights Units"). The Joint Managers and Underwriters are
underwriting the total number of Rights Units less the Keppel
Proportionate Rights Units, up to a maximum of 273,999,540
Rights Units (the "Balance Rights Units"), in equal
proportions, severally and not jointly, on the terms and
subject to the conditions of the Management and Underwriting
Agreement. As at the Latest Practicable Date, based on the
unitholdings of KCL, KLL and their respective wholly-owned
subsidiaries, the Keppel Proportionate Rights Units and the
Balance Rights Units will amount to approximately 76.4% and
23.6% of the total number of Rights Units respectively.
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Eligible Unitholders who do not receive the Offer Information
Statement and the ARE or the PAL, as the case may be, by 28
November 2011 may obtain copies from The Central Depository
(Pte) Limited ("CDP") or Boardroom Corporate &
Advisory Services Pte. Ltd. (the "Unit Registrar"),
as the case may be, at their respective addresses as follows,
up to 5.00 p.m. on 5 December 2011:
CDP (For Eligible Depositors) Unit Registrar (For Eligible
Scripholders)
The Central Depository (Pte) Limited
4 Shenton Way, #02-01
SGX Centre 2
Singapore 068807
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Purchasers of the "nil-paid" rights
("Purchasers") who do not receive the ARS
accompanied by the
Offer Information Statement may obtain the same from CDP at
the address stated above.
Acceptance of provisional allotments of Rights Units and (if
applicable) application for Excess
Rights Units
Acceptance of provisional allotments of Rights Units and (if
applicable) application for Excess Rights
Units may be made in the following ways:
(a) in the case of Eligible Depositors, on the ARE through
the CDP or by way of an Electronic
Application through an ATM of a Participating Bank; or
(b) in the case of Eligible Scripholders, on the PAL through
the Unit Registrar.
More information on the procedures for acceptance, payment,
renunciation and excess application for Rights Units by
Eligible Unitholders may be found in the Offer Information
Statement and the ARE or the PAL.
Eligible Unitholders who hold Units under CPFIS or SRS or
through a finance company and/or Depository Agent can only
accept their provisional allotments of Rights Units by
instructing their relevant approved bank, finance company
and/or Depository Agent to do so on their behalf. ANY
APPLICATION MADE BY THE ABOVE-MENTIONED UNITHOLDERS DIRECTLY
TO CDP OR THROUGH ATMS OF PARTICIPATING BANKS WILL BE
REJECTED. Such Unitholders should refer to the Offer
Information Statement for important details relating to the
offer procedure in connection with the Rights Issue.
The Offer Information Statement and its accompanying
documents will not be despatched to Purchasers whose
registered addresses with CDP are not in Singapore
("Foreign Purchasers"). Foreign Purchasers who wish
to accept the "nil-paid" rights credited to their
Securities Accounts should make the necessary arrangements
with their Depository Agents or stockbrokers in
Singapore.
Trading period for provisional allotments of Rights Units
The trading period for the provisional allotments of Rights
Units (or "nil-paid" rights) on the Singapore
Exchange Securities Trading Limited ("SGX-ST")
commences from 9.00 a.m. on 21 November 2011 and ends at 5.00
p.m. on 29 November 2011.
Eligible Unitholders who sell their "nil-paid"
rights on the SGX-ST during this period do not need to
forward the ARE to Purchasers as arrangements will be made by
CDP for a separate ARS to be issued to such Purchasers.
Purchasers should note that CDP will, on behalf of the
Manager, send the ARS accompanied by the Offer Information
Statement, BY ORDINARY POST AND AT THE PURCHASERS' OWN RISK,
to their respective Singapore addresses, as recorded with CDP
at least three market days prior to the
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Rights Issue Books Closure Date, which was 16 November 2011.
For the avoidance of doubt, Purchasers are not eligible to
subscribe for Excess Rights Units.
Indicative Timetable
Eligible Unitholders and Purchasers should note the expected
dates and times of the following key events relating to the
Rights Issue as set out below:
Event Date and Time
Last day of "cum-rights" trading : 11 November 2011
First day of "ex-rights" trading : 14 November 2011
Rights Issue Books Closure Date : 16 November 2011 at 5.00
p.m. Despatch of Offer Information Statement to Eligible
Unitholders : 21 November 2011
Commencement of "nil-paid" rights trading : 21
November 2011 from 9.00 a.m. Last date and time for splitting
and trading of "nil-paid" rights : 29 November 2011
at 5.00 p.m.
Closing Date(1):
Last day for acceptance/application of and payment for Rights
Units/Excess Rights Units and close of the Rights Issue
: 5 December 2011 at 5.00 p.m.(2),(3)
(9.30 p.m. for Electronic Applications through ATMs of
Participating Banks)
Last date and time for acceptance of and payment for Rights
Units by renouncees
: 5 December 2011 at 5.00 p.m. (3),(4)
Expected date of issue of Rights Units : 13 December 2011
Expected date for crediting of Rights Units : 14 December
2011
Expected date for refund of unsuccessful applications (if
made through CDP)
: 14 December 2011
Expected date of commencement of trading of Rights Units on
the SGX-ST
: 14 December 2011
Notes:
(1) CPFIS investors, SRS investors and investors who hold
Units through a finance company and/or Depository Agent
should see the section titled "Important Notice to (a)
CPFIS investors, (b) SRS investors and (c) investors who hold
Units through a finance company and/or Depository Agent"
of the Offer Information Statement. Any application made by
these investors directly to CDP or through ATMs of
Participating Banks will be rejected. Such investors, where
applicable, will receive notification letter(s) from their
respective approved bank, finance company and/or Depository
Agent and should refer to such notification letter(s) for
details of the last date and time to submit applications to
their respective approved bank, finance company and/or
Depository Agent.
(2) If acceptances of the "nil-paid" rights and (if
applicable) applications for Excess Rights Units, as the case
may be, are made through CDP in accordance with the ARE and
the ARS or through the Unit Registrar in accordance with the
PAL.
(3) Please see Appendix G of the Offer Information Statement
for details on the procedures for acceptance, payment,
renunciation and excess application by Eligible Depositors.
Please see Appendix H of the Offer
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Information Statement for details on the procedures for
acceptance, payment, splitting, renunciation and excess
application by Eligible Scripholders.
(4) Eligible Depositors who wish to renounce their
provisional allotments of Rights Units in favour of a third
party should note that CDP requires three Market Days to
effect such renunciation. Eligible Scripholders who wish to
renounce their entire provisional allotments of Rights Units
in favour of one person, or renounce any part of it in favour
of one person and decline the balance, should complete Form
of Renunciation (Form C) for the number of provisional
allotments of Rights Units which they wish to renounce and
deliver the PAL in its entirety to the renouncee. The
renouncee should complete and sign the Form of Nomination
(Form D) and forward Form D, together with the PAL in its
entirety and the remittance for the payment in the prescribed
manner by post at his/their own risk, in the enclosed self-
addressed envelope provided, to K-REIT Asia Management
Limited, as manager of K-REIT Asia c/o Boardroom Corporate &
Advisory Services Pte. Ltd., 50 Raffles Place, #32-01
Singapore Land Tower, Singapore 048623 so as to reach the
Unit Registrar not later than 5.00 p.m. on 5 December 2011
(or such other time(s) and/or date(s) as may be announced
from time to time by or on behalf of the Manager). As such,
Eligible Unitholders who wish to renounce are advised to do
so early to allow sufficient time for the renouncee to accept
his provisional allotments of Rights Units.
The above timetable is indicative only and is subject to
change. As at the date of the Offer Information Statement,
the Manager does not expect the timetable to be modified.
However, the Manager may, with the approval of the SGX-ST and
the Joint Managers and Underwriters, modify the timetable
subject to any limitation under any applicable law. In that
event, the Manager will publicly announce any change to the
above timetable through an SGXNET announcement to be posted
on the SGX- ST's website at www.sgx.com.
BY ORDER OF THE BOARD
K-REIT ASIA MANAGEMENT LIMITED (Company Registration No.
200411357K) as manager of K-REIT Asia
Choo Chin Teck / Jacqueline Ng Joint Company Secretaries
Singapore
17 November 2011
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IMPORTANT NOTICE
This announcement is for information only and does not
constitute an invitation or offer to acquire, purchase or
subscribe for Units. This announcement is not for release,
publication or distribution, directly or indirectly, in or
into the United States and should not be distributed,
forwarded to or transmitted in or into any jurisdiction where
to do so might constitute a violation of applicable
securities laws or regulations.
The value of Units and the income derived from them may fall
as well as rise. Units are not obligations of, deposits in,
or guaranteed by, the Manager or any of its affiliates. An
investment in Units is subject to investment risks, including
the possible loss of the principal amount invested.
Investors have no right to request the Manager to redeem
their Units while the Units are listed. It is intended that
Unitholders may only deal in their Units through trading on
the SGX-ST. Listing of the Units on the SGX-ST does not
guarantee a liquid market for the Units.
The past performance of K-REIT Asia is not necessarily
indicative of the future performance of K- REIT Asia.
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