Singapore’s ESR-REIT gets consents to amend 3.95% notes, 4.6% perpetuals

By Marisa Wong

Los Angeles, May 13 – ESR-REIT manager ESR Funds Management (S) Ltd. announced the success of the 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 was 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.

The extraordinary resolution presented at each securityholder meeting was passed, according to an announcement on Friday.

Meetings were 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.

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

Each meeting required a quorum of two or more persons holding at least 75% of the outstanding principal amount of the relevant securities. Had either meeting been adjourned, the quorum would have dropped down to 25% of the outstanding principal amount.

As previously reported, as of the 10 p.m. ET deadline on May 5, holders representing 95%, or S$48 million, of the series 005 notes had submitted voting instructions in favor of the extraordinary resolution and holders of 83%, or S$124.5 million, of the series 006 perpetual securities had submitted voting instructions in favor of the extraordinary resolution.

Based on the voting instructions received by the early consent fee deadline, it was already expected that the quorum required for the relevant meetings would be met and that the extraordinary resolutions would be passed at the relevant meetings.

The consent solicitation expired 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 offered 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 who delivered instructions to vote in favor of the extraordinary resolution at the relevant meeting are eligible to receive a consent fee.

Payment of the consent fees is expected to be made on or around May 19 (Singapore time).

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, which began on April 20 (Singapore time).

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

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