On Jan 26, the day that Sabana REIT had planned to anounce its FY2022 results including distributable income and distributions per unit, and have a results briefing, none of this took place. Instead Sabana REIT’s manager announced that according to paragraph 3.1 of the offer announcement of a partial offer by Volare Group for 10% of Sabana REIT’s units Volare did not own, there is a no material transaction condition.
“The Partial Offer will be conditional upon, among other conditions, no announcement, agreement, arrangement, memorandum of understanding and/or statement of intention (whether or not legally binding) relating to any Material Transaction (as defined below) having been released, entered into and/or completed or consummated prior to the close of the Partial Offer (the “No Material Transaction Condition”); and (ii) “Material Transaction” includes, among other things, a transaction or proposed transaction involving any issue of Units or a recommendation, declaration or payment by any member of the Offeree Group or any Offeree Affiliate of dividends or other distributions (including, without limitation, interim dividends)” according to Sabana REIT’s Jan 26 announcement.
That could imply that Sabana REIT may have to consider whether it can announce DPU to its unitholders. Is Volare Group’s 46.5 cents offer post-DPU? Or is there a clawback?
Also on Jan 21, Sabana REIT said that “A circular containing, inter alia, the recommendation of the directors of the Manager who are considered independent for the purposes of the Partial Offer will be issued to Unitholders within 14 days from the date of issue of the Offer Document.”
Does this mean that unitholders will have to pay for an Independent Financial Adviser to advise the independent directors whether a partial offer of just 10% is worth taking up?
We await answers.
See also: Shangri-La Asia announced a smaller loss in FY2022
Sabana REIT says it will release its results before trading hours on Jan 30.