Mapletree Commercial Trust (SGX:N2IU) entered into a trust scheme of arrangement to acquire Mapletree North Asia Commercial Trust (SGX:RW0U) from a group of shareholders for SGD 4.14 billion on December 31, 2021. As per the transaction announcement offer, Mapletree Commercial Trust (SGX:N2IU) agreed to acquire Mapletree North Asia Commercial Trust (SGX:RW0U) from a group of shareholders for SGD 4.2 billion. Mapletree North Asia Commercial Trust unitholders will receive a scheme consideration of SGD 1.1949 per share satisfied by either 0.5963 new MCT Units at an issue price of SGD 2.0039 per Mapletree North Asia Commercial Trust unit or a combination of 0.5009 consideration units and SGD 0.1912 in cash. After the transaction, the combined entity will be named Mapletree Pan Asia Commercial Trust. The aggregate Scheme consideration is SGD 4,215.6 million, comprising a combination of no more than SGD 417.3 million in cash and the balance amount in Consideration Units. The cash consideration would be funded by SGD 237.9 million of acquisition debt drawn down and SGD 200.0 million of perpetual securities issued. On March 21, 2022, another cash only option of SGD 1.1949 per share were added to the deal for the unitholders of Mapletree North Asia Commercial Trust. The introduction of the alternative Cash-Only Consideration option will lead to an increase in the maximum cash requirement from approximately SGD 417.3 million to SGD 2.6 billion. Mapletree Commercial Trust. Mapletree Commercial Trust would issue up to 1,094 million Preferential Offering Units to raise gross proceeds of up to SGD 2.2 billion to finance the deal.

The transaction is subject to regulatory approvals, approval by third party, grant of the order of the high court of the Republic of Singapore and approval by shareholders of Mapletree Commercial Trust and Mapletree North Asia Commercial Trust. On March 21, 2022, another condition of approval in-principle from the SGX-ST for the listing and quotation of the Consideration Units and Preferential Offering Units is added to the merger. An in-principle approval has been obtained on April 25, 2022, from Singapore Exchange Securities Trading Limited for the listing and quotation of up to 2,114 million Consideration Units and up to 1,094 million Preferential Offering Units on the Main Board of the SGX-ST. As of June 1, 2022, approval in-principle from the Singapore Exchange Securities Trading Limited for the proposed delisting of MNACT from the Official List of the SGX-ST was received. The transaction is expected to close by end of May 2022. As of July 7, 2022, the transaction is sanctioned by the court and is expected to complete on July 21, 2022. DBS Bank Ltd. and Australia and New Zealand Banking Group Limited (ASX:ANZ) acted as financial advisors to Mapletree Commercial Trust and The Hongkong and Shanghai Banking Corporation Limited (Singapore) and Deloitte & Touche Corporate Finance Pte Ltd. acted as financial advisors to Mapletree North Asia Commercial Trust.

Mapletree Commercial Trust (SGX:N2IU) completed the acquisition of Mapletree North Asia Commercial Trust (SGX:RW0U) from a group of shareholders on July 21, 2022. The name will be changed from Mapletree Commercial Trust to Mapletree Pan Asia Commercial Trust with effect from August 3, 2022.