Cambridge – SGX

ANNOUNCEMENT
LAUNCH OF GLOBAL OFFERING

PRIVATE PLACEMENT OF UP TO 285,119,720 NEW UNITS (THE “NEW UNITS”) IN CAMBRIDGE INDUSTRIAL TRUST (“CIT”) TO INSTITUTIONAL AND OTHER INVESTORS OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATIONS UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND TO QUALIFIED INSTITUTIONAL BUYERS WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT (THE “GLOBAL OFFERING”)

Introduction

At the extraordinary general meeting of unitholders of CIT (the “Unitholders”) held on 25 September 2007 (the “EGM”), Unitholders approved, inter alia, the resolution for the issue of new units in CIT in connection with the Global Offering. Pursuant to such resolution, Cambridge Industrial Trust Management Limited, as manager of CIT (the “Manager”), is proposing to issue up to 285,119,729 New Units so as to raise gross proceeds of approximately S$193.9 million in the manner described in the Offer

Information Statement lodged with the Monetary Authority of Singapore on 1 October 2007 to finance the acquisition of six properties, namely, 1 Tuas Avenue 3, 7 Ubi Close, 9 Bukit Batok Street 22, 120 Pioneer Road, Enterprise Hub(1), 23 Woodlands Terrace (including costs associated with such acquisitions) and to potentially retire part of CIT’s existing debt obligations, with the balance of the proceeds to be utilised for general corporate and working capital purposes.

CLSA Merchant Bankers Limited and Merrill Lynch (Singapore) Pte. Ltd. (“Merrill Lynch”) have been appointed as joint global co-ordinators (the “Joint Global Coordinators”) for the Global Offering and the joint bookrunners for the Global Offering are CLSA Singapore Pte Ltd and Merrill Lynch (the “Joint Bookrunners” and together with the Joint Global Co-ordinators, the “Joint Global Co-ordinators and Joint Bookrunners”).

The offering price for each New Unit will be determined by the Joint Bookrunners in consultation with the Manager after a book-building process, and will be announced by the Manager thereafter via SGXNET.

The Global Offering

The New Units under the Global Offering will be privately placed to institutional and other investors by the Joint Global Co-ordinators and Joint Bookrunners.

Rationale for the placement of New Units to the Manager’s Directors and their immediate family

At the EGM, the Unitholders approved the placement of New Units to the directors of the Manager (the “Directors”) and their immediate family members as part of the Global Offering.

The Manager is of the view that a Director and his immediate family members should not be treated differently from any other Unitholder to whom New Units may be placed pursuant to the Global Offering, and should be given the opportunity to apply for additional New Units under the Global Offering since the other such Unitholders may also apply for additional New Units under the Global Offering.

Placement of New Units to the Relevant Institutional Investors under the Global Offering

The Manager has obtained a waiver of Rule 812(1) of the Listing Manual from the SGXST for the placement of New Units to certain institutional investors which each holds more than 5.0% of the Units in CIT (the “Relevant Institutional Investors”) under the Global Offering, subject to, inter alia, the following conditions in respect of the waiver from the SGX-ST that (i) the Manager certifies that it is independent of the Relevant Institutional Investors and (ii) the Manager announces any such placement.

Rationale for the placement of New Units to the Relevant Institutional Investors

The Manager is of the view that the Relevant Institutional Investors should not be treated differently from any other Unitholder to whom New Units may be placed pursuant to the Global Offering, and should be given the opportunity to apply for additional New Units under the Global Offering since the other such Unitholders may also apply for additional New Units under the Global Offering.

Cumulative Distribution and Status of the New Units

The next distribution in relation to CIT’s distributable income (the “Distributable Income”) was originally scheduled for the period from 1 July 2007 to 30 September 2007.

However, in conjunction with the Global Offering, the Manager has declared, in lieu of the scheduled distribution, a distribution of the Distributable Income for the period from 1 July 2007 to and including the day immediately prior to the date on which New Units are issued under the Global Offering (the “Cumulative Distribution”) which is on or around 18 October 2007. The Manager will announce the books closure date for the Cumulative Distribution shortly. The actual quantum of the distribution per existing Unit under the Cumulative Distribution will be announced after the management accounts of CIT for the relevant period has been finalised.

The New Units will, upon issue, rank pari passu in all respects with the Units in issue on the day immediately prior to the date on which the New Units are issued, which is expected to be on or around 18 October 2007, including the right to any distributions which may be paid for the period from the day the New Units are issued to 30 September 2007 as well as all distributions thereafter.

For the avoidance of doubt, the New Units issued in connection with the Global Offering will not be entitled to participate in the Cumulative Distribution.

Listing of the New Units

The indicative date and time of listing of the New Units on the SGX-ST is at 9.00 a.m. on 19 October 2007.

(1) Refers to 120 strata units in the building which is constructed on Lot 7659A of Mukim 5 at 48 Toh Guan Road East, Singapore 608586.

Source : SGX

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