NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, EUROPEAN ECONOMIC AREA,

THE UNITED KINGDOM, CANADA, JAPAN OR AUSTRALIA

(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 5 July 2004 (as amended))

ANNOUNCEMENT

LAUNCH OF EQUITY FUND RAISING TO RAISE GROSS PROCEEDS OF APPROXIMATELY S$700.0 MILLION

Capitalised terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the announcements of Mapletree Logistics Trust dated 22 November 2021 relating to the proposed acquisitions of (a) a 100.0% interest in 13 new logistics assets located in the People's Republic of China ("PRC") through the acquisition of 13 property holding companies, (b) a 100.0% interest in three logistics assets located in Vietnam through the acquisition of three property holding companies, as interested person transactions (the "IPT Acquisitions") and (c) the proposed acquisition of an effective 97% interest in a logistics centre located in Japan through the acquisition of trust beneficial interest from an unrelated third party (the "Third Party Acquisition").

Principal Terms of the

:

Description

Issue

Issue Price Range

: Between S$1.860 and S$1.911 for each New Unit under the

Private Placement

Between S$1.82 and S$1.87 for each New Unit under the

Preferential Offering

Discount

: The Private Placement Issue Price Range represents a discount

of between:

    1. (for illustrative purposes only) approximately 1.2% and 3.8% to the Adjusted VWAP1 of S$1.9339 per Unit; and
    2. approximately 1.9% and 4.5% to the VWAP of S$1.9485 per Unit of all trades in the Units on the SGX-ST for the preceding Market Day2 on 22 November 2021, up to the time the Underwriting Agreement was signed on 23 November 2021.
  1. The "Adjusted VWAP" is computed based on the VWAP of trades in the Units done on the SGX-ST for the preceding Market Day on 22 November 2021 up to the time the Underwriting Agreement was entered into on 23 November 2021 and subtracting the estimated Advanced Distribution (as defined herein) of approximately 1.460 cents per Unit (being the mid- point of the estimated Advanced Distribution Range (as defined herein)). The amount of Advanced Distribution is an estimate only based on information currently available to the Manager and the Manager's estimate of MLT's revenue and expenses for the relevant period on a pro rata basis and the actual Advanced Distribution may differ.
  2. "Market Day" refers to a day on which the SGX-ST is open for securities trading.

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

(a) (for illustrative purposes only) approximately 3.3% and 5.9%

to the Adjusted VWAP of S$1.9339 per Unit; and

(b) approximately 4.0% and 6.6% to the VWAP of S$1.9485 per

Unit.

The Preferential Offering Issue Price Range and the Preferential

Offering Issue Price Range Discount have been determined after

taking into account precedent transactions, the transaction size

and discussions with the Joint Global Co-ordinators and

Bookrunners.

Allotment Ratio

: The allotment ratio for the Preferential Offering will be announced

by the Manager via SGXNET once the Preferential Offering Issue

Price has been determined.

Use of Proceeds

: Please refer to paragraph 3 below.

Purpose of Issue

: Please refer to paragraphs 3 and 4 below.

Previous Equity Fund

: Please refer to paragraph 5 below.

Raising

1. INTRODUCTION

Mapletree Logistics Trust Management Ltd., in its capacity as manager of Mapletree Logistics Trust ("MLT", and as the manager of MLT, the "Manager"), is proposing an equity fund raising of new units in MLT (the "New Units") to raise gross proceeds of approximately S$700.0 million by way of:

  1. a private placement (the "Private Placement") of between 209,315,000 to 215,054,000 New Units at an issue price of between S$1.860 and S$1.911 per New Unit (the "Private Placement Issue Price Range"), to raise gross proceeds of approximately S$400.0 million; and
  2. a non-renounceable preferential offering of up to 163,410,175 New Units to existing Eligible Unitholders (as described in paragraph 9 below) at an issue price of between S$1.82 and S$1.87 per New Unit (the "Preferential Offering Issue Price Range")
    (fractions of a New Unit to be disregarded), to raise gross proceeds of approximately S$300.0 million (the "Preferential Offering"),

(together, the "Equity Fund Raising").

2. DETAILS OF THE EQUITY FUND RAISING

DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Oversea-Chinese Banking Corporation Limited have been appointed as the joint global co- ordinators and bookrunners for the Equity Fund Raising (the "Joint Global Co-ordinatorsand Bookrunners") on the terms and subject to the conditions of the underwriting agreement entered into on 23 November 2021 between the Manager and the Joint Global Co-ordinators

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and Bookrunners (the "Underwriting Agreement"). The Equity Fund Raising shall be subject to certain conditions precedent set out in the Underwriting Agreement, including the approval in-principle of Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing of, dealing in, and quotation for, the New Units on the Main Board of the SGX-ST.

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

  1. (for illustrative purposes only) approximately 1.2% and 3.8% to the adjusted volume weighted average price ("Adjusted VWAP") of S$1.9339 per Unit; and
  2. approximately 1.9% and 4.5% to the volume weighted average price ("VWAP") of S$1.9485 per unit in MLT ("Unit") of all trades in the Units on the SGX-ST for the preceding Market Day on 22 November 2021 up to the time the Underwriting Agreement was signed on 23 November 2021.

The Preferential Offering Issue Price Range represents a discount (the "Preferential Offering Issue Price Range Discount") of between:

  1. (for illustrative purposes only) approximately 3.3% and 5.9% to the Adjusted VWAP of S$1.9339 per Unit; and
  2. approximately 4.0% and 6.6% to the VWAP of S$1.9485 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 Global Co-ordinators and Bookrunners 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 and the number of New Units have been determined.

In relation to the Preferential Offering, Mapletree Investments Pte Ltd (the "Sponsor") has provided an irrevocable undertaking to the Manager and the Joint Global Co-ordinators and Bookrunners, the details of which are set out in paragraph 10 below.

3. USE OF PROCEEDS

Subject to relevant laws and regulations, on the basis that the Manager will raise gross proceeds of approximately S$700.0 million from the Equity Fund Raising, the Manager intends to use the gross proceeds in the following manner:

  1. approximately S$675.5 million (which is equivalent to 96.5% of the gross proceeds of the Equity Fund Raising) to partially fund the IPT Acquisitions and the Third Party Acquisition (together with the IPT Acquisitions, the "Acquisitions"); and
  2. approximately S$24.5 million (which is equivalent to 3.5% of the gross proceeds of the Equity Fund Raising) to pay the estimated professional and other fees and expenses incurred or to be incurred by MLT in connection with the Acquisitions and Equity Fund Raising.

The IPT Acquisitions will be subject to the approval of Unitholders to be sought at an extraordinary general meeting of Unitholders. In the event that MLT does not proceed with the IPT Acquisitions, the proceeds from the Equity Fund Raising shall be re-deployed to fund future investments and/or to pare down debt.

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In the event that MLT does not proceed with the Third Party Acquisition, the proceeds from the Equity Fund Raising shall be re-deployed to fund ongoing as well as future investments and/or to pare down debt.

Notwithstanding its current intention, the Manager may, subject to relevant laws and regulations, utilise the net proceeds from the Equity Fund Raising at its absolute discretion for other purposes, including without limitation, the repayment of existing indebtedness and for funding capital expenditures.

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 disbursed and whether such use is in accordance with the stated use and/or in accordance with the percentage allocated. Where proceeds are to be used for working capital purposes, the Manager will disclose a breakdown with specific details on the use of proceeds for working capital in MLT's announcements on the use of proceeds and in MLT's annual report and where there is any material deviation from the stated use of proceeds, the Manager will announce the reasons for such deviation.

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 be 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.

  1. RATIONALE FOR THE EQUITY FUND RAISING
    The Manager believes that the Equity Fund Raising is an efficient and overall beneficial method of raising funds to part-finance the purchase consideration for the Acquisitions. Further, the Preferential Offering allows existing Unitholders the opportunity to participate in the Equity Fund Raising through subscription of their pro rata New Units entitlements under the Preferential Offering.
  2. PREVIOUS EQUITY FUND RAISINGS

5.1 2020 Equity Fund Raising

As part of an equity fund raising undertaken by MLT in 2020 (the "2020 Equity Fund Raising"),

MLT issued a total of 319,078,675 Units which raised gross proceeds of S$644.1 million:

  1. On 29 October 2020, 246,670,000 Units at an issue price of S$2.027 per Unit pursuant to a private placement; and
  2. On 18 November 2020, 72,408,675 Units at an issue price of S$1.990 per Unit pursuant to a preferential offering.

As stated in the announcement dated 1 December 2020 in relation to the completion of the proposed acquisitions of the remaining 50.0% interest in 15 properties and a 100.0% interest in seven properties in PRC through the acquisition of property holding companies and a 100.0% interest in one property in Vietnam through the acquisition of a property holding company, as interested person transactions (the "2020 Acquisitions"), the gross proceeds from the 2020 Equity Fund Raising have been partially utilised in the following manner:

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  1. approximately S$575.8 million (which is equivalent to 89.4% of the gross proceeds of the 2020 Equity Fund Raising) to partially fund the 2020 Acquisitions; and
  2. approximately S$17.4 million (which is equivalent to 2.7% of the gross proceeds of the 2020 Equity Fund Raising) to pay the estimated professional and other fees and expenses incurred by MLT in connection with the 2020 Acquisitions and the 2020 Equity Fund Raising.

The Manager will make further announcements on the utilisation of the remaining proceeds from the 2020 Equity Fund Raising as and when such funds are materially disbursed.

5.2 2019 Private Placement

On 1 November 2019, MLT issued 154,608,000 Units at an issue price of S$1.617 per Unit as part of a private placement undertaken by MLT which raised gross proceeds and net proceeds of S$250.0 million and S$241.7 million respectively (the "2019 Private Placement").

As stated in the announcement dated 31 December 2019 in relation to the completion of the proposed acquisition of Mapletree Logistics Hub - Shah Alam and use of proceeds of the 2019 Private Placement, the gross proceeds from the 2019 Private Placement had been utilised in the following manner:

  1. approximately S$241.7 million (which is equivalent to 96.7% of the gross proceeds of the 2019 Private Placement) to partially fund the acquisitions of (a) a 100.0% interest in a property in Malaysia, (b) a 100.0% interest in two properties in Vietnam through the acquisition of property holding companies and (c) a 50.0% interest in four properties in PRC through the acquisition of property holding companies (the "2019 Acquisitions"); and
  2. approximately S$8.3 million (which is equivalent to 3.3% of the gross proceeds of the 2019 Private Placement) to pay the estimated professional and other fees and expenses incurred by MLT in connection with the 2019 Acquisitions and Private Placement.

The gross proceeds from the 2019 Private Placement were fully utilised for the intended purposes as stated in the announcement dated 23 October 2019 in relation to the results of the 2019 Private Placement and pricing of new Units under the 2019 Private Placement.

  1. AUTHORITY TO ISSUE NEW UNITS
    The Manager will be relying on the general mandate obtained at MLT's annual general meeting held on 13 July 2021 for the issue of the New Units pursuant to 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 eligible institutional, accredited and other investors.
    The New Units to be offered under the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")

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Mapletree Logistics Trust published this content on 23 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2021 14:00:12 UTC.