NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, EU MEMBER STATES, CANADA OR JAPAN, NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY, OR A SOLICITATION OF AN OFFER TO SELL, SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION PURSUANT TO THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR AN EXEMPTION FROM REGISTRATION. ACCORDINGLY, THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT WILL BE OFFERED AND SOLD (I) OUTSIDE THE UNITED STATES ONLY IN "OFFSHORE TRANSACTIONS" (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") IN ACCORDANCE WITH REGULATION S OR (II) WITHIN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED UNDER RULE 144A OF THE SECURITIES ACT) WHO ARE ALSO INSTITUTIONAL "ACCREDDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OE

  1. OF RREGULATION D UNDER THE SECURITIES ACT) AND WHO HAVE DELIVERED TO THE MANAGER AND THE JOINT UNDERWRITERS A SIGNED REPRESENTATION LETTER IN SUCH FORM AS THEY MAY PRESCRIBE.

Keppel DC REIT Management Pte. Ltd.

(Co Reg No. 199508930C)

Tel: (65) 6803 1818

1 HarbourFront Avenue

Fax: (65) 6803 1717

Level 2 Keppel Bay Tower

Singapore 098632

www.keppeldcreit.com

ANNOUNCEMENT

LAUNCH OF EQUITY FUND RAISING TO RAISE GROSS PROCEEDS OF

APPROXIMATELY S$473.8 MILLION

1. INTRODUCTION

Keppel DC REIT Management Pte. Ltd., in its capacity as manager of Keppel DC REIT (the "Manager"), wishes to announce the proposed equity fund raising comprising an offering of new units in Keppel DC REIT ("Units", and the new Units, the "New Units") to raise gross proceeds of approximately S$473.81 million by way of:

  1. a private placement (the "Private Placement") of 135,000,000 New Units, at an issue price of between S$1.703 and S$1.744 per New Unit (the "Private Placement Issue Price Range") to raise gross proceeds of approximately between S$229.9 million and S$235.4 million; and
  2. a pro rata and non-renounceable preferential offering (the "Preferential Offering") of New Units (the "Preferential Offering New Units") held as at 5.00 p.m. on 24 September 2019 (the "Preferential Offering Books Closure Date") to Eligible
    Unitholders (as defined herein) at an issue price of between S$1.67 and S$1.71 per

1 The actual amount of gross proceeds raised may be more or less than S$473.8 million as the actual amount of the gross proceeds would depend on the final issue price of the Private Placement and Preferential Offering and the Preferential Offering Ratio. The Manager would release an announcement with such details following the book-building process.

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New Unit (the "Preferential Offering Issue Price Range") to raise gross proceeds of approximately between S$238.4 million to S$243.9 million,

(the Private Placement and the Preferential Offering are hereinafter referred to as the "Equity Fund Raising").

The Private Placement Issue Price Range represents a discount of between:

  1. 2.5% and 4.8% to the volume weighted average price ("VWAP") of S$1.7882 per Unit of all trades in the Units on Singapore Exchange Securities Trading Limited (the "SGX-ST") for the preceding Market Day1 on 13 September 2019 up to the time the Underwriting Agreement (as defined below) was signed; and
  2. (for illustrative purposes only) 1.5% and 3.8% to the adjusted VWAP ("Adjusted VWAP"2) of S$1.7701 per Unit.

The Preferential Offering Issue Price Range represents a discount of between:

  1. 4.4% and 6.6% to the VWAP of S$1.7882 per Unit; and
  2. (for illustrative purposes only) 3.4% and 5.7% to the Adjusted VWAP of S$1.7701 per Unit.

The issue price per New Unit for the Private Placement (the "Private Placement Issue Price") will be determined by the Manager and the Joint Underwriters (as defined herein) following a book-building process, and will be announced by the Manager thereafter via SGXNET. The issue price per New Unit for the Preferential Offering (the "Preferential Offering Issue Price") will be determined once the Private Placement Issue Price has been determined.

In relation to the Equity Fund Raising, Keppel DC Investment Holdings Pte. Ltd. ("KDCIH") and Keppel DC REIT Management Pte. Ltd. (in its own capacity), have each provided an irrevocable undertaking to the Manager, the details of which are set out in paragraph 9 below.

DBS Bank Ltd, Citigroup Global Markets Singapore Pte. Ltd. and Credit Suisse (Singapore) Limited have been appointed as the joint bookrunners and DBS Bank Ltd, Citigroup Global Markets Singapore Pte. Ltd., Credit Suisse (Singapore) Limited and CLSA Singapore Pte. Ltd. have been appointed as the joint underwriters for the Equity Fund Raising (the "Joint Underwriters") on the terms and subject to the conditions of the underwriting agreement entered into today between the Manager and the Joint Underwriters (the "Underwriting Agreement"). The Equity Fund Raising shall be subject to certain conditions precedent more particularly set out in the Underwriting Agreement.

  1. "Market Day" means a day on which the SGX-ST is open for securities trading.
  2. The "Adjusted VWAP" is computed based on the VWAP of all trades in the Units on the SGX-ST for the full Market Day on 13 September 2019 and subtracting the estimated Advanced Distribution (as defined in paragraph 10.1 below) of 1.81 Singapore cents per Unit, being the mid-point of the estimated distribution range for the period from 1 July 2019 to 24 September 2019. This amount is only an estimate based on information currently available to the Manager and the actual Advanced Distribution may differ and will be announced at a later date.

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  1. DETAILS OF THE PRIVATE PLACEMENT
    Pursuant to the Underwriting Agreement, each of the Joint Underwriters has agreed to procure subscribers for, and failing which, to subscribe and pay for, the New Units at the Private Placement Issue Price, on the terms and subject to the conditions of the Underwriting Agreement. The Private Placement shall be subject to certain conditions precedent set out in the Underwriting Agreement, including the approval in-principle of the SGX-ST for the listing of and quotation for the New Units on the Main Board of the SGX-ST. The Private Placement is fully underwritten by the Joint Underwriters on the terms and subject to the conditions of the Underwriting Agreement.
  2. DETAILS OF THE PREFERENTIAL OFFERING
    In connection with the Preferential Offering, the Manager intends to issue New Units at the Preferential Offering Issue Price to Eligible Unitholders held as at the Preferential Offering Books Closure Date in order to raise gross proceeds of approximately between S$238.4 million to S$243.9 million.
    As the Preferential Offering is made on a non-renounceable basis, the provisional allotment of New Units cannot be renounced in favour of a third party or traded on the SGX-ST. Each Eligible Unitholder will be provisionally allotted the New Units under the Preferential Offering on the basis of their unitholdings in Keppel DC REIT as at the Preferential Offering Books Closure Date. In this regard, fractions of a New Unit will be disregarded.
    Eligible Unitholders are at liberty to accept or decline their provisional allotments of New Units and are eligible to apply for additional New Units in excess of their provisional allotments under the Preferential Offering ("Excess New Units"). Eligible Unitholders are prohibited from trading, transferring, assigning or otherwise dealing with (in full or in part) their (a) provisional allotments of New Units or (b) eligibility to apply for Excess New Units.
    The New Units represented by (i) the provisional allotments of Eligible Unitholders who decline or do not accept, in full or in part, their provisional allotments of New Units under the Preferential Offering, (ii) the provisional allotments of ineligible Unitholders, and/or (iii) the aggregate of fractional entitlements, may be issued to satisfy applications for Excess New Units as the Manager may, in its absolute discretion, deem fit. In the allotment of Excess New Units, preference will be given to the rounding of odd lots. Directors of the Manager and substantial Unitholders who have control or influence over Keppel DC REIT or the Manager in connection with the day-to-day affairs of Keppel DC REIT or the Manager or the terms of the Preferential Offering, or have representation (direct or through a nominee) on the board of directors of the Manager will rank last in priority for the rounding of odd lots and allotment of Excess New Units.
  3. USE OF PROCEEDS
    Subject to relevant laws and regulations, the Manager intends to use the gross proceeds of approximately S$473.8 million from the Equity Fund Raising in the following manner:
    1. approximately S$438.6 million (which is equivalent to 92.6% of the gross proceeds of the Equity Fund Raising) to partially fund the proposed acquisitions of 99.0%

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interest in Keppel DC Singapore 4 and 100.0% interest in 1-Net North Data Centre (collectively, the "Proposed Acquisitions");

  1. approximately S$26.7 million (which is equivalent to 5.6% of the gross proceeds of the Equity Fund Raising) to fund capital expenditure; and
  2. approximately S$8.5 million (which is equivalent to 1.8% of the gross proceeds of the Equity Fund Raising) to pay the estimated fees and expenses, including professional fees and expenses, incurred or to be incurred by Keppel DC REIT in connection with the Equity Fund Raising,

with the balance of the gross proceeds of the Equity Fund Raising, if any, to be used for general corporate purposes and/or working capital purposes. Pending the deployment of the net proceeds from the Equity Fund Raising, the net proceeds may, subject to relevant laws and regulations, be deposited with banks and/or financial institutions or used to repay outstanding borrowings or for any other purpose on a short-term basis as the Manager may, in its absolute discretion, deem fit.

Notwithstanding its current intention, in the event that the Equity Fund Raising is completed but any of the Proposed Acquisitions do not proceed for whatever reason, the Manager may, subject to relevant laws and regulations, utilise the net proceeds of the Equity Fund Raising at its absolute discretion for other purposes, including without limitation, the repayment of existing indebtedness and for funding capital expenditure.

The Manager will make periodic announcements on the utilisation of the net proceeds of the Equity Fund Raising via SGXNET as and when such funds are materially utilised and whether such a use is in accordance with the stated use and in accordance with the percentage allocated. Where there is any material deviation from the stated use of proceeds, the Manager will announce the reasons for such deviation.

5. RATIONALE FOR THE EQUITY FUND RAISING

The Manager intends to use the net proceeds from the Equity Fund Raising towards the Proposed Acquisitions. Please refer to the announcement dated 16 September 2019 in relation to the Proposed Acquisitions for further details of the benefits of the Proposed Acquisitions to Keppel DC REIT and its unitholders of Keppel DC REIT ("Unitholders"). A summary of these benefits is as follows:

5.1 Benefits of the Proposed Acquisitions

  • Distribution per Unit accretive acquisitions consistent with Keppel DC REIT's investment strategy;
  • Strengthening foothold in Singapore;
  • Greater income resilience through exposure to a larger portfolio;
  • Improvement in portfolio occupancy and lease profile;
  • Enlarged portfolio creates a stronger platform for growth;
  • Greater leasing synergies and operational efficiency; and

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  • Alignment of interests with the fully underwritten preferential offering as part of funding for the Proposed Acquisitions.

5.2 Expected increase in trading liquidity of Units

The New Units to be issued pursuant to the Equity Fund Raising will increase the number of Units in issue and the enlarged Unitholder base are expected to improve the trading liquidity of the Units.

  1. AUTHORITY TO ISSUE NEW UNITS
    The New Units will be issued pursuant to the general mandate (the "General Mandate") given to the Manager at the annual general meeting ("AGM") held on 16 April 2019, pursuant to which the Manager may, during the period from 16 April 2019 to (i) the conclusion of the next AGM of Keppel DC REIT or (ii) the date by which the next AGM of Keppel DC REIT is required by applicable regulations to be held, whichever is earlier, issue new Units and/or securities, warrants, debentures or other instruments convertible into Units ("Convertible Securities") such that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the total number of Units in issue (excluding treasury Units, if any) as at 16 April 2019 (the "Base Figure"), of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted) issued other than on a pro rata basis to existing Unitholders, shall not be more than 20.0% of the Base Figure.
    As at 16 April 2019, the number of Units in issue was 1,351,941,999.
    The amount of Units that can be issued under the General Mandate on a pro rata basis to existing Unitholders is 675,970,999 Units, of which no more than 270,388,399 Units may be issued for a non pro rata placement. The Manager has issued 340,074 Units under the General Mandate since 16 April 2019 on a non pro rata basis (the "Issued Units").
    135,000,000 New Units to be issued pursuant to the Private Placement would constitute approximately 10.0% of the Base Figure, which is within the 20.0% limit for issue of new Units other than on a pro rata basis. The amount of New Units to be issued pursuant to the Preferential Offering (together with the New Units to be issued pursuant to the Private Placement) will be within the 50.0% limit for issue of new Units. Accordingly, the prior approval of the Unitholders is not required for the issue of the New Units under the Equity Fund Raising.
  2. ELIGIBILITY TO PARTICIPATE IN THE PRIVATE PLACEMENT
    The offer of New Units under the Private Placement will be made to accredited, institutional and other investors.
    The New Units have not been and will not be registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, or under the securities laws of any other jurisdiction, and may not be offered, sold, resold, granted, delivered, allotted, taken up or transferred, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and in compliance with

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Keppel Telecommunications & Transportation Ltd. published this content on 25 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 September 2019 05:07:06 UTC