SINGAPORE (July 17): The managers of ESR-REIT and Sabana Shariah Compliant Industrial REIT — both controlled by ESR Cayman — have announced the proposed merger of the two REITs via a trust scheme of arrangement. The terms are “at market”. A Sabana REIT unitholder will receive 0.94 units in ESR-REIT for every one unit in Sabana REIT. Assuming an issue price of $0.401 (based on the one-month volume weighted average price (VWAP) of ESR-REIT units) and the gross exchange ratio of 0.940x, the implied scheme consideration is $0.377 per Sabana unit.

The merger is conditional on approval by unitholders of both Sabana REIT and ESR-REIT in an extraordinary general meeting (EGM), at a yet-to-be-decided date. For Sabana REIT, the amendment of its trust deed requires not less than 75% of the votes cast. Approval of the merger requires 50% of the votes representing at least 75% of the value of Sabana REIT unitholders. The common substantial ESR-REIT unitholders / Sabana REIT unitholders, including Tong Jinquan, Wealthy Fountain Holdings, e-Shang Infinity Cayman and ESR Cayman need to abstain from voting.

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