CDL H-Trust – SGX
ANNOUNCEMENT THE ISSUE OF 120,162,795 NEW STAPLED SECURITIES (THE “NEW STAPLED SECURITIES”) AND USE OF PROCEEDS OF THE EQUITY FUND RAISING
Issue of 120,162,795 New Stapled Securities
Further to its announcement on 6 July 2007 in relation to the launch of the offer and placement of New Stapled Securities (the “Equity Fund Raising”), M&C REIT Management Limited, as manager of H-REIT (the “H-REIT Manager”), and M&C Business Trust Management Limited, as trustee-manager of HBT (the “HBT Trustee-Manager”), wish to announce that they have issued an aggregate of 120,162,795 New Stapled Securities today. With this issue of 120,162,795 New Stapled Securities, the total number of Stapled Securities in issue is 822,023,005.
These New Stapled Securities will commence trading on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”) at 9.00 a.m. today.
Results of the Private Placement
As announced by the H-REIT Manager and the HBT Trustee-Manager on 6 July 2007, the book of orders for the New Stapled Securities under the Private Placement (as defined in the CDL Hospitality Trusts Circular dated 6 July 2007 (the “Circular”)) was closed on the same day that the Private Placement commenced, namely 6 July 2007. Indications of interest received by the H-REIT Manager and the HBT Trustee-Manager for the New Stapled Securities at S$2.52 per New Stapled Security under the Private Placement were approximately 24 times the number of New Stapled Securities available for subscription under the Private Placement.
Results of Preferential Offering
After taking into account the Rounding Mechanism (as described in the Circular), the final number of New Stapled Securities offered under the Preferential Offering (as defined in the Circular) was 107,162,795 New Stapled Securities.
The H-REIT Manager and the HBT Trustee-Manager are pleased to announce that as at the close of the Preferential Offering on 13 July 2007, valid acceptances for 100,635,729 New Stapled Securities were received under the Preferential Offering. The Joint Lead Managers and Underwriters, DBS Bank Ltd and Citigroup Global Markets Singapore Pte. Ltd., have procured subscriptions and/or subscribed for the remaining 6,527,066 New Stapled Securities under the Preferential Offering pursuant to the placement agreement dated 6 July 2007.
Rule 812(1) of the Listing Manual
As stated in the announcement dated 18 June 2007, the H-REIT Manager and the HBT Trustee-Manager have obtained a waiver (the “Waiver”) from the SGX-ST from the requirements under Rule 812(1) of the Listing Manual to allow Restricted Placees (as defined in the Circular) (such as the directors of the H-REIT Manager and the HBT Trustee-Manager, their immediate family members and substantial holders of Stapled Securities) who are Singapore Registered Security Holders (as defined in the Circular) to accept their provisional allocations of New Stapled Securities under the Preferential Offering in full or in part.
Except for subscriptions under the Preferential Offering by Restricted Placees under the Waiver, none of the Restricted Placees subscribed for any New Stapled Securities under the Private Placement.
Status of the New Stapled Securities
The New Stapled Securities will, upon issue and allotment, rank pari passu in all respects with the existing Stapled Securities, including the right to any distributions which may be paid for the period from the date the New Stapled Securities are issued to 31 December 2007, as well as all distributions thereafter.
For the avoidance of doubt, the New Stapled Securities will not be entitled to participate in the distributions of any distributable income accrued by H-REIT prior to the date of issue of such New Stapled Securities.
Use of Proceeds
As stated in the announcement dated 6 July 2007, the net proceeds of the Equity Fund Raising are intended to be used to repay certain indebtedness and for other general corporate and working capital purposes.
Out of the net proceeds of approximately S$291.0 million from the Equity Fund Raising, S$177.4 million will be used to repay part of tranche B of the DBS Bank Bridging Loan Facility (as defined in the Circular) with DBS Bank Ltd which was used to fund the acquisition of Singapore Hotel Investment Holdings Company for the purpose of the acquisition of Novotel Clarke Quay. The H-REIT Manager and the HBT Trustee-Manager will make further announcements upon the utilization of the remaining net proceeds of approximately S$113.6 million from the Equity Fund Raising.