Sime Darby logo seen at the conglomerate's headquarters in Kuala Lumpur. (Pic taken by Hafidz Mahpar for Star Online)
KUALA LUMPUR: Sime Darby Bhd
has aborted its plan to create a real estate investment trust (REIT) platform through the reverse takeover of Singapore-listed Saizen REIT.
The conglomerate said this was not possible to complete the proposals by the long-stop date of the implementation agreement, which is March 31.
“Further to discussions between Sime Darby Property Singapore Ltd and the (Saizen REIT) manager, the proposals will therefore not proceed,” it added in a filing with the stock exchange.
In August last year, Sime Darby signed a framework agreement with Japan Residential Assets Manager Ltd (JRAM), the Saizen REIT manager, to sell industrial properties in Australia to Saizen REIT and leasing them back.
The properties are held by Sime Darby’s indirect unit Hastings Deering (Australia) Ltd.
Sime Darby Property Singapore Ltd (SDPSL), another indirect unit of Sime Darby, on the same day last August entered into a conditional share purchase agreement to acquire an 80% stake in Saizen REIT.
As part of the proposed reverse takeover, SDPSL or its nominee(s) was to subscribe for new units in Saizen REIT at the issue price of S$0.03604 per new unit and issue promissory notes, which would be satisfied in cash, as consideration for the new units.
SDPSL will pay A$282.58mil (RM947.7mil) via the promissory notes and cash proceeds received from placing out new Saizen REIT units, and A$73.22mil (RM245.6mil) in cash from external bank financing.
SDPSL is expected to hold not less than 25% of the enlarged Saizen REIT after the completion of the placement exercise.
The completion of the properties disposal and the JRAM acquisition were inter-conditional.
Sime Darby’s units signed the implementation agreement with JRAM in October last year, with the long-stop date for meeting the conditions precedent being Jan 31, 2017.
Sime Darby announced on Jan 3 that the parties failed to fulfill one of the conditions precedent, receiving the approval of Saizen REIT’s unitholders by Dec 31, 2016.
The EGM had not been convened as the transaction process of the properties disposal took longer than originally expected, it explained.
A supplemental agreement was later signed to shift the long-stop date from Jan 31 to March 31, 2017.
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