Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/esr-reit" target="_blank" data-smartkarma-citation="entities:10934:1" rel="noopener">ESR-REIT</a> has announced a bump in the scheme consideration for <a href="https://www.smartkarma.com/entities/ara-logos-logistics-trust" target="_blank" data-smartkarma-citation="entities:937:1" rel="noopener">ARA LOGOS</a> unitholders. Cash increases from S$0.095 to S$0.097 per unit, plus 1.7729 <a href="https://www.smartkarma.com/entities/esr-reit" target="_blank" data-smartkarma-citation="entities:10934:1" rel="noopener">ESR-REIT (EREIT SP)</a> units (from 1.6765 earlier).</li>
<li>This follows Glass Lewis and ISS recommending that <a href="https://www.smartkarma.com/entities/ara-logos-logistics-trust" target="_blank" data-smartkarma-citation="entities:937:1" rel="noopener">ARA LOGOS</a> unitholders vote against the Scheme. Plus there is a conflict of interest following <a href="https://www.smartkarma.com/entities/esr-cayman-ltd" target="_blank" data-smartkarma-citation="entities:27983:1" rel="noopener">ESR Cayman</a>'s acquisition of <a href="https://www.smartkarma.com/entities/ara-asset-management" target="_blank" data-smartkarma-citation="entities:13301:1" rel="noopener">ARA Asset Management</a>.</li>
<li>While the situation is far from a great outcome for <a href="https://www.smartkarma.com/entities/ara-logos-logistics-trust" target="_blank" data-smartkarma-citation="entities:937:1" rel="noopener">ARA LOGOS</a> unitholders, it is better than the earlier proposal and could pass muster this time around.</li>
</ul>



ESR-REIT has announced a bump in the scheme consideration for ARA LOGOS unitholders. Cash increases from S$0.095 to S$0.097 per unit, plus 1.7729 ESR-REIT (EREIT SP) units (from 1.6765 earlier).
This follows Glass Lewis and ISS recommending that ARA LOGOS unitholders vote against the Scheme. Plus there is a conflict of interest following ESR Cayman's acquisition of ARA Asset Management.
While the situation is far from a great outcome for ARA LOGOS unitholders, it is better than the earlier proposal and could pass muster this time around.


ESR-REIT's Improved Offer for ARA LOGOS: Two Cents More

SGX Market Strategist, Equity & Fixed Income, Singapore Exchange Ltd (SGX)

Geoff Howie

SGX Market Strategist, Equity & Fixed Income

Asia’s leading multi-asset exchange

Singapore Exchange Ltd (SGX)

Singapore Exchange is Asia’s leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for people, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards, SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services.

With about 40% of listed companies and over 80% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asia’s most international and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the world’s most liquid international market for the benchmark equity indices of China, India, Japan and ASEAN.

As Asia’s pioneering central counterparty, SGX is globally recognised for its risk management and clearing capabilities, and was one of the first globally to adopt the Principles for Financial Market Infrastructure.

Headquartered in AAA-rated Singapore, SGX has over 800 employees including offices in Beijing, Chicago, Hong Kong, London, New York, Mumbai, San Francisco, Shanghai and Tokyo.

Equity Bottom-Up

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 <img src='https://api2.sgx.com/sites/default/files/2022-01/Capture_8.PNG' alt='Timeline of SREIT proposed and completed M&As since 2018' />
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 <div class='content-caption'>Timeline of SREIT proposed and completed M&As since 2018</div>
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For S-Reits, listing on the exchange is the beginning of a journey. Twenty-four S-Reits had announced asset acquisitions valued at over S$15.3 billion and exceeding S$12.7 billion in total purchase consideration in 2021.

Aside from asset acquisitions, S-Reits have also been active in terms of mergers and acquisition (M&amp;A) opportunities. They have seen at least 5 consolidations since 2018 and could be seeing 2 more this year.

The 5 consolidated S-Reits since 2018 are CapitaLand Integrated Commercial Trust (by CapitaLand Mall Trust and CapitaLand Commercial Trust), Frasers Logistics &amp; Commercial Trust (by Frasers Commercial Trust and Frasers Logistics &amp; Industrial Trust), Ascott Residence Trust (by Ascott Residence Trust and Ascendas Hospitality Trust), OUE Commercial REIT (OUE Commercial REIT and OUE Hospitality Trust), and ESR-REIT (by ESR-REIT and Viva Industrial Trust). 
Most recently announced on Dec 31, 2021 is the proposed merger between Mapletree Commercial Trust (MCT) and Mapletree North Asia Commercial Trust (MNACT) to form Mapletree Pan Asia Commercial Trust (MPACT). 
The proposed merger is expected to propel the combined entity to be the seventh largest REIT listed in Asia with a market capitalisation of approximately S$10.5 billion. 
The combined portfolio will consist of 18 commercial assets diversified across Singapore, China, Hong Kong, Japan and South Korea with assets under management (AUM) of approximately S$17.1 billion (per MCT’s AUM as of 30 September 2021 and MNACT’s AUM as of 31 October 2021). 
The proposed merger is expected to be effected by a trust scheme of arrangement with MCT acquiring all MNACT Units in exchange for new units in MCT or a combination of cash and MCT Units.

Reit managers of MCT and MNACT view the merger as an opportunity to bring together 2 leading commercial Reits with highly complementary qualities and see the combined portfolio in providing higher financial flexibility and debt headroom to accelerate its growth and acquisitions.

The new entity is also expected to benefit from the increased representation in key indices and potentially attract a wider investor base and improved trading liquidity.

Another proposed merger in progress is by ESR-Reit and Ara Logos Logistics Trust (ALOG) to form ESR-LOGOS REIT (E-LOG), with a core focus on new economy real estate. 
The combined entity, E-LOG, will hold a diversified portfolio of 87 properties consisting of logistics/warehouse, high-specifications industrial properties, business parks and general industrial properties with total assets of approximately S$5.4 billion across Singapore and Australia (as of 30 June 2021). 
Similarly, via a trust scheme, the proposed merger will see ESR-Reit acquire all units in ALOG in exchange for a combination of cash and new units in ESR-Reit.

Reit managers of ESR-Reit and ALOG have noted that the proposed merger will enhance E-LOG's growth trajectory backed by its sponsor, ESR Group, by providing access to the sponsor's new economy pipeline properties in Asia-Pacific worth over US$50 billion.  REIT Watch is a weekly column on The Business Times, <a href="https://www.businesstimes.com.sg/real-estate/s-reits-bigger-and-bolder-over-the-years">read </a>the original version.
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    Timeline of SREIT proposed and completed M&As since 2018


For S-Reits, listing on the exchange is the beginning of a journey. Twenty-four S-Reits had announced asset acquisitions valued at over S$15.3 billion and exceeding S$12.7 billion in total purchase consideration in 2021.

Aside from asset acquisitions, S-Reits have also been active in terms of mergers and acquisition (M&amp;A) opportunities. They have seen at least 5 consolidations since 2018 and could be seeing 2 more this year.

The 5 consolidated S-Reits since 2018 are CapitaLand Integrated Commercial Trust (by CapitaLand Mall Trust and CapitaLand Commercial Trust), Frasers Logistics &amp; Commercial Trust (by Frasers Commercial Trust and Frasers Logistics &amp; Industrial Trust), Ascott Residence Trust (by Ascott Residence Trust and Ascendas Hospitality Trust), OUE Commercial REIT (OUE Commercial REIT and OUE Hospitality Trust), and ESR-REIT (by ESR-REIT and Viva Industrial Trust).  
Most recently announced on Dec 31, 2021 is the proposed merger between Mapletree Commercial Trust (MCT) and Mapletree North Asia Commercial Trust (MNACT) to form Mapletree Pan Asia Commercial Trust (MPACT).  
The proposed merger is expected to propel the combined entity to be the seventh largest REIT listed in Asia with a market capitalisation of approximately S$10.5 billion.  
The combined portfolio will consist of 18 commercial assets diversified across Singapore, China, Hong Kong, Japan and South Korea with assets under management (AUM) of approximately S$17.1 billion (per MCT’s AUM as of 30 September 2021 and MNACT’s AUM as of 31 October 2021).  
The proposed merger is expected to be effected by a trust scheme of arrangement with MCT acquiring all MNACT Units in exchange for new units in MCT or a combination of cash and MCT Units.

Reit managers of MCT and MNACT view the merger as an opportunity to bring together 2 leading commercial Reits with highly complementary qualities and see the combined portfolio in providing higher financial flexibility and debt headroom to accelerate its growth and acquisitions.

The new entity is also expected to benefit from the increased representation in key indices and potentially attract a wider investor base and improved trading liquidity.

Another proposed merger in progress is by ESR-Reit and Ara Logos Logistics Trust (ALOG) to form ESR-LOGOS REIT (E-LOG), with a core focus on new economy real estate.  
The combined entity, E-LOG, will hold a diversified portfolio of 87 properties consisting of logistics/warehouse, high-specifications industrial properties, business parks and general industrial properties with total assets of approximately S$5.4 billion across Singapore and Australia (as of 30 June 2021).  
Similarly, via a trust scheme, the proposed merger will see ESR-Reit acquire all units in ALOG in exchange for a combination of cash and new units in ESR-Reit.

Reit managers of ESR-Reit and ALOG have noted that the proposed merger will enhance E-LOG's growth trajectory backed by its sponsor, ESR Group, by providing access to the sponsor's new economy pipeline properties in Asia-Pacific worth over US$50 billion.   REIT Watch is a weekly column on The Business Times, read the original version.



REIT Watch - S-Reits: Bigger and bolder over the years

Forensic Analyst

Jason Yap, CFA

Forensic Accounting

Sabana Industrial REIT / Forensic Accounting

<ul>
<li>In December 2020, Sabana's unitholders voted down a proposed merger with ESR-REIT</li>
<li>While Sabana's unitholders were ostensibly holding out for more favourable transaction terms, this was not forthcoming and transaction ultimately fell through</li>
<li>In this Insight, we look into Sabana a year on and discuss whether its unitholders have been left to rue the failed transaction and this was but a pyrrhic victory</li>
</ul>


In December 2020, Sabana's unitholders voted down a proposed merger with ESR-REIT
While Sabana's unitholders were ostensibly holding out for more favourable transaction terms, this was not forthcoming and transaction ultimately fell through
In this Insight, we look into Sabana a year on and discuss whether its unitholders have been left to rue the failed transaction and this was but a pyrrhic victory


One Year After Failed Merger, A Pyrrhic Victory for Sabana's Unitholders?

Research from SooChow CSSD Capital Markets (Asia), SCCM Asia Research

SCCM Asia Research

Research from SooChow CSSD Capital Markets (Asia)

Headquartered in Singapore, SooChow CSSD Capital Markets (Asia) is an investment bank focusing on emerging growth companies across Asia, providing a full suite of investment banking services, including corporate finance, mergers and acquisitions advisory, equity capital markets, institutional equities sales and trading and equities research.

SooChow CSSD Capital Markets (Asia)

Thematic (Sector/Industry)

<ul><li><a href="https://www.smartkarma.com/entities/esr-reit" target="_blank" data-smartkarma-citation="entities:10934" rel="noopener">ESR-REIT (EREIT SP)</a> to divest industrial building at 28 Senoko Drive for S$12mTanglin</li><li>Shopping Centre en bloc sale could benefit <a href="https://www.smartkarma.com/entities/city-developments-ltd" target="_blank" data-smartkarma-citation="entities:57" rel="noopener">City Developments (CIT SP)</a> </li><li>Co-living providers expect higher demand in 2022 as inquiries rose; Robust occupancies may continue</li></ul>

ESR-REIT (EREIT SP) to divest industrial building at 28 Senoko Drive for S$12mTanglinShopping Centre en bloc sale could benefit City Developments (CIT SP) Co-living providers expect higher demand in 2022 as inquiries rose; Robust occupancies may continue

ASEAN Builder's Scoop (11Jan22) - EREIT to Divest 28 Senoko Drive

ASEAN Insight Provider, CrossASEAN Research

Angus Mackintosh

ASEAN Insight Provider

CrossASEAN Research

At CrossASEAN Research we strive to produce unbiased and differentiated on the ground insights on companies across South East Asia. Our Research is produced for the most part after face to face meetings and conversations with company management to dig deep into the long term vision and strategy of the companies we cover. We seek to deliver investable and actionable themes on sectors and markets across SE Asia, often in collaboration with other Insight Providers across the region, pooling the vast experience of the analysts within the Smartkarma Ecosystem. We also offer bespoke work and tailor made trips for our clients. 

Insights across South East Asia

Cross Asset Strategy

<ul>
<li>The Week That Was in ASEAN@Smartkarma is filled with an eclectic mix of differentiated, substantive, and actionable insights, macro and equity bottom-up, from across South East Asia.</li>
<li>The first week of the year saw Insights on <a href="https://www.smartkarma.com/entities/bukalapak" target="_blank" data-smartkarma-citation="entities:33575:1" rel="noopener">Bukalapak (BUKA IJ)</a> which took a stake in <a href="https://www.smartkarma.com/entities/allo-bank-indonesia-tbk-pt" target="_blank" data-smartkarma-citation="entities:33551:1" rel="noopener">Allo Bank Indonesia</a> plus <a href="https://www.smartkarma.com/entities/sea-ltd" target="_blank" data-smartkarma-citation="entities:8509:1" rel="noopener">Sea Ltd (SE US)</a> as <a href="https://www.smartkarma.com/entities/tencent-holdings-ltd" target="_blank" data-smartkarma-citation="entities:26:1" rel="noopener">Tencent</a> reduced its stake. </li>
<li>In Thailand, <a href="https://www.smartkarma.com/profiles/daniel-tabbush" target="_blank" data-smartkarma-citation="accounts:12" rel="noopener">Daniel Tabbush</a> wrote on debt collector <a href="https://www.smartkarma.com/entities/jmt-network-services-pcl" target="_blank" data-smartkarma-citation="entities:8581:1" rel="noopener">JMT Network Services (JMT TB)</a> with a number of results pre-views including on Thai banks and <a href="https://www.smartkarma.com/entities/siam-cement-pcl-the" target="_blank" data-smartkarma-citation="entities:2589:1" rel="noopener">Siam Cement (SCC TB)</a>. </li>
</ul>


The Week That Was in ASEAN@Smartkarma is filled with an eclectic mix of differentiated, substantive, and actionable insights, macro and equity bottom-up, from across South East Asia.
The first week of the year saw Insights on Bukalapak (BUKA IJ) which took a stake in Allo Bank Indonesia plus Sea Ltd (SE US) as Tencent reduced its stake. 
In Thailand, Daniel Tabbush wrote on debt collector JMT Network Services (JMT TB) with a number of results pre-views including on Thai banks and Siam Cement (SCC TB). 


The Week That Was in ASEAN@Smartkarma - Bukalapak's Bank, Thailand Debt Restructurer, and Sea Ltd

Singapore

ESR-LOGOS Real Estate Investment Trust (“ESR-LOGOS REIT”) is a leading New Economy and future-ready Asia Pacific S-REIT. Listed on the Singapore Exchange Securities Trading Limited since 25 July 2006, ESR-LOGOS REIT invests in quality income-producing industrial properties in key gateway markets.

As at 28 April 2022, ESR-LOGOS REIT holds interests in a diversified portfolio of logistics properties, high-specifications industrial properties, business parks and general industrial properties with total assets of approximately S$5.5 billion. Its portfolio comprises 84 properties located across the developed markets of Singapore (63 assets) and Australia (21 assets), with a total gross floor area of approximately 2.4 million sqm, as well as investments in three property funds in Australia. ESR-LOGOS REIT is also a constituent of the FTSE EPRA Nareit Global Real Estate Index. 

ESR-LOGOS REIT is managed by ESR-LOGOS Funds Management (S) Limited (the “Manager”) and sponsored by the ESR Group (“ESR”). The Manager is owned by ESR (67.3%), Shanghai Summit Pte. Ltd. (25.0%), and Mitsui & Co., Ltd (7.7%), respectively.

For further information on ESR-LOGOS REIT, please visit www.esr-logosreit.com.sg.

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ESR-LOGOS REIT (EREIT SP)

ESR-REIT's Improved Offer for ARA LOGOS: Two Cents More

ESR REIT has improved its offer for ARA LOGOS following Glass Lewis & ISS recommending that ARA LOGOS unitholders vote against the scheme. This is...

Brian Freitas

REIT Watch - S-Reits: Bigger and bolder over the years

For S-Reits, listing on the exchange is the beginning of a journey. Twenty-four S-Reits had announced asset acquisitions valued...

Singapore Exchange Ltd (SGX)

One Year After Failed Merger, A Pyrrhic Victory for Sabana's Unitholders?

In Dec 2020, Sabana's unitholders voted down a proposed merger with ESR-REIT. A year on, we look into Sabana and discuss whether its unitholders...

Jason Yap, CFA

ASEAN Builder's Scoop (11Jan22) - EREIT to Divest 28 Senoko Drive

EREIT to divest 28 Senoko Drive; Tanglin Shopping Centre en-bloc; Co-living robust occupancies; Retail rents down 7 straight quarters; DMW...

SCCM Asia Research

The Week That Was in ASEAN@Smartkarma - Bukalapak's Bank, Thailand Debt Restructurer, and Sea Ltd

The Week That Was in ASEAN@Smartkarma is filled with an eclectic mix of differentiated, substantive, and actionable insights, macro and equity...

Angus Mackintosh

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