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Singapore, 21 October 2019 – The proposed combination of Ascott Residence Trust (Ascott Reit) and Ascendas Hospitality Trust (A-HTRUST) received strong approval of over 99% of the total number of votes from unitholders today at their respective Extraordinary General Meetings (EGMs) and Scheme Meetings held at Raffles City Convention Centre Singapore. More than 1,500 unitholders and proxies attended the EGMs and Scheme Meetings, where Ms Beh Siew Kim, Chief Executive Officer of Ascott Residence Trust Management Limited (ARTML), and Mr Tan Juay Hiang, Chief Executive Officer of the A-HTRUST Managers, shared the merits and strategies of the combined entity as well as addressed questions from unitholders. The combined entity, which will continue to be named Ascott Residence Trust, will have a quality portfolio of 88 properties with more than 16,000 units across 39 cities in 15 countries.
Interested parties of Ascott Reit and A-HTRUST, including CapitaLand entities, were required to abstain from voting on certain resolutions. The proposed combination was subject to the approval by more than 50% (or 75% for certain resolutions) of the total number of votes cast by the unitholders of Ascott Reit and A-HTRUST present and voting at the respective EGMs. It was also subject to the approval by a majority in number of unitholders representing at least 75% in value of the units held by these unitholders present and voting at the respective Scheme Meetings.
All six resolutions, which were put to the vote of unitholders at the Ascott Reit EGM and Scheme Meeting, were duly passed. For the five resolutions that were related to the proposed combination of Ascott Reit and A-HTRUST, each received a resounding approval of more than 99% of the total number of votes. Meanwhile, the two resolutions pertaining to the proposed combination of Ascott Reit and A-HTRUST presented at the A-HTRUST EGM and Scheme Meeting also obtained overwhelming support from its unitholders. Each resolution received a strong approval of over 99% of the votes cast, with more than 96% of the unitholders (in person or by proxy) voting in favour of the scheme.
“We would like to thank our unitholders for their strong support of this transformational transaction. The combination of Ascott Residence Trust and Ascendas Hospitality Trust will cement the combined entity's position as the largest hospitality trust in Asia Pacific with an asset value of S$7.6 billion. The combined entity, Ascott Residence Trust, will be CapitaLand's sole hospitality trust with a larger, well-diversified portfolio, and a mandate to invest in lodging assets globally. With our S$1 billion debt headroom, we will have greater financial flexibility to seek accretive acquisitions and value enhancements. We remain committed to generating stable returns to unitholders and look forward to further grow our portfolio as a combined entity."
- Ms Beh Siew Kim, Ascott Residence Trust Management Limited's Chief Executive Officer
“As we mark this new milestone, we would like to thank our unitholders for their support of Ascendas Hospitality Trust and their confidence in the future growth of the combined entity. Unitholders would stand to benefit from the enhanced scale and geographically diversified portfolio of the combined entity, Ascott Residence Trust, as well as the backing of a strong sponsor in The Ascott Limited, CapitaLand’s lodging unit. Fuelled by bigger funding capacity, unitholders can look forward to participating in a hospitality trust that would fulfil our aspirations for greater growth.”
Under a trust scheme of arrangement, Ascott Reit would acquire all the A-HTRUST stapled units for a consideration of S$1.0868 per A-HTRUST stapled unit, comprising S$0.0543 in cash (5%) and 0.7942 Ascott Reit-Business Trust stapled units issued at a price of S$1.30 (95%). The consideration is predominantly based on a gross exchange ratio of 0.836x, derived from the latest audited net asset values per A-HTRUST stapled unit and Ascott Reit unit.
On a FY 2018 pro forma basis, the combination is 2.5% accretive to Ascott Reit’s distribution per unit. The transaction is 1.8% accretive to A-HTRUST’s FY 2018/19 distribution per stapled security on a pro forma basis.
The last day of trading of the A-HTRUST stapled securities is expected to take place on 16 December 2019 while the delisting of A-HTRUST is expected to be on 3 January 2020.
Subject to the relevant approvals, the new Ascott Reit-Business Trust stapled units under the combined entity are expected to begin trading on the Singapore Exchange on Thursday, 2 January 2020.
The combined entity, which will continue to be named Ascott Residence Trust, will have a quality portfolio of 88 properties with more than 16,000 units across 39 cities in 15 countries.
Proposed Combination (“Combination”) of Ascott Residence Trust (“Ascott Reit”) and Ascendas Hospitality Trust (“A-HTRUST”), as announced by Ascott Residence Trust Management Limited (“Ascott Reit Manager”), Ascendas Hospitality Fund Management Pte. Ltd. (“A-HTRUST REIT Manager”) and Ascendas Hospitality Trust Management Pte. Ltd. (“A-HTRUST BT Trustee-Manager”) on 3 July 2019 (“Joint Announcement”)
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The Information may contain forward-looking statements that involve assumptions, risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from other developments or companies, shifts in expected levels of occupancy rate, property rental income, charge out collections, changes in operating expenses (including employee wages, benefits and training costs), governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Ascott Reit Manager, the A-HTRUST REIT Manager and/or the A-HTRUST BT Trustee-Manager’s current view on future events.
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