ESR-REIT solicits consents for 3.95% notes due 2023, 4.6% perpetuals

By Marisa Wong

Los Angeles, April 20 – Singapore’s ESR-REIT manager ESR Funds Management (S) Ltd. announced the launch of a consent solicitation for the outstanding S$50 million 3.95% notes due 2023, series 005 (ISIN: SG72C1000000) and outstanding S$150 million 4.6% fixed-rate perpetual securities, series 006 (ISIN: SG7IC6000006) issued by RBC Investor Services Trust Singapore Ltd., the trustee of ESR-REIT.

The issuer is seeking approval by extraordinary resolutions to amend the notes to, among other things, substitute Perpetual (Asia) Ltd. as issuer. RBC is being replaced by Perpetual as trustee of ESR-REIT. Perpetual is a Singapore-based indirect wholly owned subsidiary of Australia’s Perpetual Ltd.

To pass, the extraordinary resolution at each securityholder meeting requires votes from a majority consisting of at least 75% of the persons voting.

The consent solicitation expires at 10 p.m. ET on May 10 for the series 005 notes and 10:30 p.m. ET on May 10 for the series 006 notes.

The issuer is offering an early consent fee of 0.12%, or S$300 per S$250,000 principal amount, for voting instructions delivered by 10 p.m. ET on May 5 and a normal consent fee of 0.06%, or S$150 per S$250,000 principal amount, for voting instructions delivered after the early deadline but by the expiration time. Only holders delivering instructions to vote in favor of the extraordinary resolution at the relevant meeting will be eligible to receive a consent fee.

Meetings will be held beginning at 10 p.m. ET on May 12 for the series 005 notes and at 10:30 p.m. ET on May 12 for the series 006 notes.

Each meeting requires a quorum of two or more persons holding at least 75% of the outstanding principal amount of the relevant securities. If the meeting is adjourned, the quorum will drop down to 25% of the outstanding principal amount.

DBS Bank Ltd. is solicitation agent, and Tricor Singapore Pte. Ltd. (is.corporateactions@sg.tricorglobal.com) is additional transfer agent and meeting agent for the consent solicitation.

Securityholders may collect copies of the consent solicitation statement from the office of the meeting agent from April 20 up to May 11 (Singapore time).

ESR-REIT invests in industrial properties. The company is based in Singapore.

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