| Principal Terms and Conditions |
1. Provide the following information on the REIT Bonds being offered:| (a) | where the yield is fixed at the date of lodgment of the offer information statement, that yield and a summary of the method by which that yield is calculated; | | (b) | where the yield is not fixed at the date of lodgment of the offer information statement —| (i) | how and when the final yield will be made known to the investors; and | | (ii) | a statement that subscriptions from investors (other than any institutional investor, relevant person as defined in section 275(2) of the Act, or person who intends to subscribe for the REIT Bonds at a consideration of at least $200,000) will be accepted only after the final yield is made known to the investors; |
| | (c) | where the nominal interest rate is set at the date of lodgment of the offer information statement —| (i) | the nominal interest rate; | | (ii) | if the nominal interest rate is a floating rate, how the rate is calculated; and | | (iii) | if several or variable interest rates are provided for, the conditions for changes in the rate; or |
| | (d) | where the nominal interest rate is not set at the date of lodgment of the offer information statement —| (i) | how and when the Manager will inform the investors of the final nominal interest rate; and | | (ii) | a statement that subscriptions from investors (other than any institutional investor, relevant person as defined in section 275(2) of the Act, or person who intends to subscribe for the REIT Bonds at a consideration of at least $200,000) will be accepted only after the nominal interest rate is made known to the investors; |
| | (e) | the issue and redemption prices; | | (f) | the date from which interest accrues, and the interest payment dates; | | (g) | the procedures for, and validity period of, claims for payment of interest and repayment of the principal sum; | | (h) | if the principal sum of, or the interest on, the REIT Bonds is payable in any currency other than the currency of the issue, state that fact; | | (i) | where the principal sum of, or the interest on, the REIT Bonds may be paid in more than one currency, indicate —| (i) | the persons who have the power to determine —| (A) | the currency or currencies in which payment is to be made; and | | (B) | the applicable currency exchange rates, and |
| | (ii) | the basis on which each determination in sub-paragraph (i) will be made; |
| | (j) | the final repayment date, whether there is any option for early repayment exercisable by the REIT or the holder of the REIT Bonds, and if there is such an option, the early repayment dates; | | (k) | details of the arrangements for the amortisation or early redemption of the REIT Bonds, including the procedures to be adopted; | | (l) | a description of any subordination or seniority of the issue to other debts of the REIT already incurred or to be incurred; | | (m) | where the rights of the holders of the REIT Bonds will be subordinated to other security holders or creditors —| (i) | the aggregate amount of outstanding indebtedness that ranks in priority to the REIT Bonds being offered, as of the latest practicable date; or | | (ii) | where there is no limit on the creation of additional indebtedness that ranks in priority to the REIT Bonds being offered, that fact; |
| | (n) | the rights conferred upon the holders of the REIT Bonds, including rights in respect of interest and redemption, and whether these rights may be materially limited or qualified by the rights of any other class of security holders or creditors; | | (o) | the particulars of any security, including provisions relating to the release or substitution of the security, if applicable, and where the security is in the form of a fixed asset, any requirement for the maintenance of that asset; | | (p) | the particulars of any significant covenant, including those concerning subsequent issues of other forms or series of REIT Bonds; | | (q) | a statement as to whether or not the REIT has any right to create any additional charge over any assets subject to a charge to secure the repayment of the REIT Bonds, being an additional charge that will rank in priority to or equally with the charge to secure the repayment of the REIT Bonds, and if there is any such right, particulars of its nature and extent; | | (r) | the nature and scope of any guarantee, surety or commitment intended to ensure that the issue will be duly serviced with regard to both the principal sum of and the interest on the REIT Bonds; and the material terms and conditions of any such guarantee, surety or commitment (including all conditions for the application of that guarantee, surety or commitment); | | (s) | any legislation under which the REIT Bonds have been created, and the governing law and the competent courts in the event of any litigation; | | (t) | definition of events constituting defaults, the remedies available in the event of a default, and the effect of a default on the acceleration of the maturity of the REIT Bonds; | | (u) | information on when holders of the REIT Bonds are able to take action to enforce their claims; | | (v) | the procedures and actions to be taken by the Manager, guarantor entity, trustee, fiscal agent or any other representative for the holders of the REIT Bonds (as the case may be) in the event of a default or potential event of default, including —| (i) | the communication plans with the holders of the REIT Bonds; | | (ii) | whether any meeting of the holders of the REIT Bonds will be convened by the Manager, guarantor entity, trustee, fiscal agent or any other representative for the holders of the REIT Bonds; | | (iii) | whether the trustee, fiscal agent or any other representative for the holders of the REIT Bonds is bound to take steps to ascertain whether there is an event of default or a potential event of default; and | | (iv) | the conditions to be fulfilled in order for the trustee or any other representative for the holders of the REIT Bonds to take action on behalf of those holders or at the request of those holders, including any threshold of approval or instruction and any pre-funding or indemnification requirement; |
| | (w) | provisions setting out how the terms and conditions of the REIT Bonds, or the rights of the holders of the REIT Bonds, may be modified; | | (x) | the consequences of any failure to make payments that does not constitute an event of default, and the remedies available (under the terms of the REIT Bonds or the applicable law) for any such action. [S 672/2018 wef 08/10/2018] |
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2. If the REIT, its guarantor entity or the REIT Bonds being offered have been given a credit rating by a credit rating agency, disclose —| (a) | the name of the credit rating agency; | | (b) | the credit rating (including whether it is a short-term or a long-term credit rating); | | (c) | whether any fee or benefit of any kind has been paid by the REIT, its guarantor entity or any of their related parties to the credit rating agency, in consideration for the credit rating assessment; and | | (d) | the date on which the credit rating was given. [S 672/2018 wef 08/10/2018] |
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3. If a credit rating is disclosed under paragraph 2, provide the following information:| (a) | a statement whether the credit rating is current as of the date of lodgment of the offer information statement; | | (b) | a statement that the credit rating is not a recommendation to invest in the REIT Bonds, and that investors should perform their own evaluation as to whether the investment is appropriate; | | (c) | a statement that the credit rating may be revised or withdrawn at any time; | | (d) | a statement that the credit rating is a statement of opinion; | | (e) | a statement on the specific source or sources (each being a source available to the public) where the following information can be obtained:| (i) | the rating methodology used by the credit rating agency to provide the credit rating; | | (ii) | the relative ranking of the credit rating; | | (iii) | an explanation of the meaning and limitations of the credit rating; | | (iv) | if the credit rating is a “preliminary”, “provisional” or “expected” rating, the status of that designation and its implications on the REIT, its guarantor entity or the REIT Bonds being offered; |
| | (f) | if the credit rating is a “preliminary”, “provisional” or “expected” rating, a statement undertaking to announce the final rating when it is available; | | (g) | if the credit rating is below that of BBB by Fitch Ratings, Baa by Moody’s Investors Service, BBB by Standard and Poor’s Ratings Services, or an equivalent rating by any other credit rating agency, provide the following statement: | | “This rating is a non-investment grade credit rating.”. |
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[S 672/2018 wef 08/10/2018] |
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| 3A. If all of the REIT, its guarantor entity and the REIT Bonds being offered have not been given a credit rating by a credit rating agency, state that fact, and provide a statement that not having a credit rating means that no independent assessment by a credit rating agency of the default risk of the REIT, its guarantor entity and the REIT Bonds being offered has been made. [S 672/2018 wef 08/10/2018] |
4. Provide, in relation to an offer of secured REIT Bonds or certificates of debenture stock, a summary by the auditors of the REIT showing, in tabular form —| (a) | the aggregate value of the tangible assets owned by the REIT; | | (b) | the aggregate value of the tangible assets owned by each, or jointly owned by 2 or more, of its guarantor entities; and | | (c) | the aggregate value of the tangible assets jointly owned by the REIT and one or more of its guarantor entities, |
| which have been charged to secure the repayment of all or any moneys payable in respect of the secured REIT Bonds or certificates of debenture stock, including any explanation of any adjustment made for the purpose of providing a true and fair view of those assets. |
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5. Show, also in the summary —| (a) | the amounts outstanding of the aggregate amounts borrowed by the REIT and by each of its guarantor entities, distinguishing between those amounts outstanding which will rank for repayment in priority to the amount under the proposed issue and those amounts outstanding which will rank for repayment pari passu with the amount under the proposed issue; | | (b) | where any charge is for a liability the amount of which may vary from time to time, the actual amount of the liability as at the date on which the summary is made and any further amount which may be advanced under that charge; and | | (c) | the aggregate amount of advances by the REIT to related corporations or related entities of the REIT, distinguishing between advances which are secured and advances which are unsecured. |
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| 6. The auditors of the REIT may explain or qualify, by way of notes or otherwise, any of the matters set out in the summary. |
| 7. Where the tangible assets referred to in paragraph 4 of this Part are in the form of property, provide information on a report of the valuation of the interest of the REIT and each of its guarantor entities in each property charged, showing the nature and extent of the interest of the REIT and each of its guarantor entities, such report to be made not more than 6 months before the date of lodgment of the offer information statement by an independent qualified valuer. |
| Use of Proceeds from Offer and Expenses Incurred |
| 8. In the same section, provide the information set out in paragraphs 9 to 14 of this Part. |
| 9. Disclose the estimated amount of the proceeds from the offer (net of the estimated amount of expenses incurred in connection with the offer) (referred to in this paragraph and paragraph 10 as the net proceeds). Where only a part of the net proceeds will go into the property of the REIT, indicate such amount. If none of the proceeds will go into the property of the REIT, provide a statement of that fact. |
| 10. Disclose how the net proceeds from the offer will be allocated to each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. Where the offer is not fully underwritten on a firm commitment basis, state the minimum amount which, in the reasonable opinion of the directors or equivalent persons of the Manager, must be raised by the offer of the REIT Bonds. |
| 11. For each dollar of the proceeds from the offer, state the estimated amount that will be allocated to each principal intended use and the estimated amount that will be used to pay for expenses incurred in connection with the offer. |
| 12. If any material part of the proceeds raised from the offer will be used, directly or indirectly, to acquire or refinance the acquisition of any asset, business or entity, briefly describe the asset, business or entity and state its purchase price. Provide information on the status of the acquisition and the estimated completion date. Where funds have already been expended for the acquisition, state the amount that has been paid by the Manager as at the latest practicable date. If the asset, business or entity has been or will be acquired from an interested party specified by the Authority in the Code of Collective Investment Scheme, identify the interested party and state how the cost of the asset, business or entity to the REIT is or will be determined, and whether the acquisition is on an arm’s length basis. [S 672/2018 wef 08/10/2018] |
| 13. [Deleted by S 672/2018 wef 08/10/2018] |
| 14. If any material part of the proceeds from the offer will be used to discharge, reduce or retire the indebtedness of the REIT, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put. |
| 15. In the section containing the information referred to in paragraphs 9 to 14 of this Part or in the adjoining section, disclose the amount of discount or commission agreed upon between the underwriters or other placement or selling agents in relation to the offer and the person making the offer. If it is not possible to state the amount of discount or commission, the method by which it is to be determined must be explained. |
16. Provide the following information:| (a) | the nature of operations and principal activities of the REIT; | | (b) | the general development of the REIT from the beginning of the period comprising the 3 most recent completed financial years to the latest practicable date, indicating any material change in the affairs of the REIT since —| (i) | the end of the most recent completed financial year for which financial statements have been published; or | | (ii) | the end of any subsequent interim period if interim financial statements have been published; |
| | (c) | the participants’ funds in and borrowings of the REIT, as at the latest practicable date, showing —| (i) | in the case of the participants’ funds, the number of units issued and the number of units outstanding; or | | (ii) | in the case of borrowings, the total amount of the borrowings outstanding, together with the rate of interest (whether fixed or floating) payable thereon; |
| | (d) | the number of units of the REIT owned by each substantial participant at the latest practicable date; | | (e) | any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have, or which have had in the 12 months immediately preceding the date of lodgment of the offer information statement, a material effect on the REIT’s financial position or profitability; | | (f) | where any units in the REIT have been issued within the 12 months immediately preceding the latest practicable date —| (i) | if the units have been issued for cash, state the prices at which the units have been issued and the number of units issued at each price; or | | (ii) | if the units have been issued for services, state the nature and value of the services and give the name and address of the person who received the units; and |
| | (g) | a brief summary of each material contract (other than a contract entered into in the ordinary course of business) that could result in the trustee of the REIT (acting in its capacity as trustee of the REIT) being under an obligation or entitlement that is material to the ability of the REIT to meet its obligations to holders of the REIT Bonds. [S 672/2018 wef 08/10/2018] |
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