This printed article is located at https://soilbuildreit.listedcompany.com/proposed_privatisation.html
On 14 December 2020, the respective boards of directors of SB REIT Management Pte. Ltd. (the “SB Manager”) and Clay Holdings III Limited (the “Offeror”) jointly announced the proposed acquisition (the “Acquisition”) of all the issued units in SB REIT (the “SB Units”) held by the holders of SB Units (the “SB Unitholders”) by the Offeror, which shall be effected by way of a trust scheme of arrangement (the “Trust Scheme”).
Based on information provided by the Offeror, the Offeror is a vehicle jointly established by (a) entities within The Blackstone Group Inc.; and (b) Mr. Lim Chap Huat, the Executive Chairman, co-founder and sole shareholder of Soilbuild Group Holdings Ltd., the sponsor of SB REIT, and a Non-Executive Director of the SB Manager, for the purpose of the Trust Scheme.
In conjunction with the Trust Scheme, the SB Manager also announced on 14 December 2020 that DBS Trustee Limited (in its capacity as the trustee of SB REIT) and Soilbuild Business Space Holdings Pte. Ltd., a wholly-owned subsidiary of SB REIT, have entered into a unit sale agreement (the “Australian Asset Disposal Agreement”) with Clay Holdings II Pte. Ltd. and Clay Holdings III Pte. Ltd. (collectively, the “Blackstone Purchasers”) for the disposal of 104,100,000 units in Soilbuild Australia Trust (the “Australian Assets”), representing 100% of the entire issued and paid-up units of Soilbuild Australia Trust, to the Blackstone Purchasers, upon the terms and subject to the conditions of the Australian Asset Disposal Agreement (the “Australian Asset Disposal”).
In connection with the implementation of the Trust Scheme, the SB Manager proposes to make certain amendments to the SB Trust Deed (the “SB Trust Deed Amendments”) to include provisions to facilitate the implementation of the Trust Scheme and the delisting of SB REIT.
Full details of the Trust Scheme including the recommendations of the directors and independent directors of the SB Manager along with the advice of the independent financial adviser can be found in the Scheme Document.
| SIAS Virtual Dialogue session | Tuesday, 23 February 2021, 7.00 p.m. – 8.00 p.m. |
| Registration deadline | Sunday, 21 February 2021, 6.00 p.m. |
| Extraordinary General Meeting To approve (i) the proposed SB Trust Deed Amendments to facilitate the Trust Scheme; and (ii) the proposed Australian Asset Disposal |
Thursday, 11 March 2021, 2.00 p.m. To be convened and held by way of electronic means |
| Pre-registration period | From Wednesday, 17 February 2021 to Tuesday, 9 March 2021, 2.00 p.m. |
| Last date and time for submission of questions | Tuesday, 9 March 2021, 2.00 p.m. |
| Last date and time for lodgement of Proxy Form A (EGM) | Tuesday, 9 March 2021, 2.00 p.m. |
| Trust Scheme Meeting To approve the proposed Acquisition of all the issued units in SB REIT by Clay Holdings III Limited by way of a trust scheme of arrangement |
Thursday, 11 March 2021, 2.30 p.m. (or as soon thereafter following the conclusion of the Extraordinary General Meeting, whichever is later) To be convened and held by way of electronic means |
| Pre-registration period | From Wednesday, 17 February 2021 to Tuesday, 9 March 2021, 2.00 p.m. |
| Last date and time for submission of questions | Tuesday, 9 March 2021, 2.00 p.m. |
| Last date and time for lodgement of Proxy Form B (Trust Scheme Meeting) | Tuesday, 9 March 2021, 2.30 p.m. |
Watch the SIAS virtual dialogue session between Mr Roy Teo (Chief Executive Officer, SB Manager), Mr Lim Han Qin (Director, Soilbuild Group Holdings Ltd.) and Mr David Gerald (Founder, President and CEO of SIAS) on Tuesday, 23 February 2021, at 7.00 p.m.