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ronnie123 ( Date: 22-Aug-2009 20:35) Posted:
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Hi,
If we have 1 lot and entitled for 1. Do we need to pay 48cent for this 1 lot entitled?
Your entitlement is one lot. They called in 1 for 1.
peter2006 ( Date: 21-Aug-2009 15:39) Posted:
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Thanks for reply, lawcheemeng.
lawcheemeng ( Date: 21-Aug-2009 13:52) Posted:
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Braveheart ( Date: 21-Aug-2009 13:40) Posted:
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does anyone know the meaning "ex-date for the rights issues is on 25 Aug"?
does this mean we have up to 25 Aug to subscribe to rights?
Or only those holding on to shares up to 25 aug would be entittled for rights issue after this date?
Starlene, I think you aim at the wrong target! Cityspring's rights issue is not 0-paid. Cheers!
S'porean, If after XR, Cityspring still pay 4c/unit per year is really good yield.
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sarahlkh ( Date: 20-Aug-2009 13:23) Posted:
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lawcheemeng ( Date: 19-Aug-2009 23:24) Posted:
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zorkss ( Date: 19-Aug-2009 23:20) Posted:
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1
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS
RELEASE IS NOT AN OFFER FOR SALE OF THE SECURITIES IN THE UNITED STATES. THE SECURITIES OF CITYSPRING
INFRASTRUCTURE TRUST ARE NOT BEING REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TOCITYSPRING INFRASTRUCTURE TRUST
(a business trust constituted under the laws of Singapore and
registered under the Business Trusts Act, Chapter 31A of Singapore (Registration No: 2007001))
managed by
CITYSPRING INFRASTRUCTURE MANAGEMENT PTE. LTD.
as Trustee-Manager of CitySpring Infrastructure Trust
(incorporated in Singapore (Registration No: 200614377M))
RENOUNCEABLE UNDERWRITTEN RIGHTS ISSUE
RECEIPT OF IN-PRINCIPLE APPROVAL AND NOTICE OF BOOKS CLOSURE DATE
Capitalised terms used herein shall have the definitions ascribed to them in the announcement dated 14 August 2009,
unless otherwise stated or the context otherwise requires.
1. Introduction
CitySpring Infrastructure Management Pte. Ltd., as trustee-manager (“
CitySpring Infrastructure Trust (“
on the renounceable fully underwritten rights issue of new units in CitySpring (“
raise gross proceeds of approximately S$235.2 million (“
Trustee-Manager”) ofCitySpring”) refers to its announcement dated 14 August 2009Rights Units”) toRights Issue”).2. In-Principle Approval
The Trustee-Manager wishes to announce that in-principle approval has been obtained from the
Singapore Exchange Securities Trading Limited (“
quotation of the Rights Units on the Main Board of the SGX-ST.
The SGX-ST’s in-principle approval is subject to,
(a) compliance with continued listing requirements;
(b) preference being given to the rounding of odd lots in the allotment of any excess Rights
Units, and substantial Unitholders and the directors of the Trustee-Manager ranking last in
priority in the allotment of any excess Rights Units;
(c) submission of the notification referred to in Rule 864(4) of the Listing Manual, if applicable,
upon any significant changes affecting the matter in the application for the listing of the
Rights Units;
2
(d) submission of an undertaking to (i) make periodic announcements on the use of proceeds
from the Rights Issue when materially disbursed and (ii) provide status report(s) on the
use of proceeds in the annual report(s), until such time the proceeds from the Rights Issue
have been fully utilised; and
(e) prominent disclosures made in an SGXNET announcement that the Rights Units will have
the right to distributions of CitySpring which may accrue from 1 July 2009 to 30 September
2009 as well as all distributions thereafter, and the provision of basis of views by the
Trustee-Manager on whether such an arrangement is fair to existing Unitholders.
The SGX-ST’s in-principle approval is not to be taken as an indication of the merits of the Rights
Issue, the Rights Units, the Trustee-Manager, CitySpring and its subsidiaries.
SGX-ST”) on 19 August 2009 for the listing andinter alia, the following:3. Waiver of Rule 704(25) of the Listing Manual of the SGX-ST
The Trustee-Manager also wishes to announce that the SGX-ST has on 19 August 2009 granted
the Trustee-Manager a waiver from Rule 704(25) of the Listing Manual of the SGX-ST which
states that an issuer must not close its books for any purpose until at least eight market days after
the last day of the previous books closure period.
In view of the waiver, the Trustee-Manager is permitted to fix a books closure date of 27 August
2009 for the purpose of determining the provisional allotments of Rights Units to Unitholders under
the Rights Issue, notwithstanding that it has fixed a record date of 26 August 2009 for the payment
of distributions accrued during the period 1 April 2009 to 30 June 2009. The waiver granted by the
SGX-ST is subject to the condition that the Trustee-Manager submits a written confirmation to the
SGX-ST that it is not aware of any information that will have a material bearing on investors’
decision which has yet to be announced.
4. Notice of Books Closure Date
Notice is hereby given that the register of unitholders and the unit transfer books of the CitySpring
will be closed at 5.00 p.m. (Singapore time) on 27 August 2009 (“
purpose of determining the provisional allotments of Rights Units to Unitholders under the Rights
Issue.
Unitholders are requested to note the following important dates and times leading up to the Books
Closure Date:
Last day of “cum-rights” trading of Units : Monday, 24 August 2009
Units trade ex-Rights : Tuesday, 25 August 2009 from 9.00 a.m.
Books Closure Date : Thursday, 27 August 2009 at 5.00 p.m.
More details on the timeline for the Rights Issue will be set out in an announcement following
lodgment of the Offer Information Statement with the Monetary Authority of Singapore (“
3
Books Closure Date”) for theMAS”).5. Distributions
CitySpring’s current policy is to distribute its distributable income on a quarterly basis to
Unitholders. The Rights Units are expected to be issued towards the end of September 2009.
Unitholders should note that the Rights Units, when issued and fully paid, will rank
passu
Rights Units, including the right to any distribution declared for the second quarter ending
30 September 2009 as well as all distributions thereafter.
pariin all respects with the then existing Units in issue as at the date of issue of theThe Board is of the view that this arrangement is fair to existing Unitholders as the provisional
allotments of Rights Units are being offered to all existing Unitholders on a
renounceable basis. Entitled Unitholders who decide not to accept in full their provisional
allotments of Rights Units can sell their “nil-paid” rights on the SGX-ST under the book-entry
(scripless) settlement system.
For the avoidance of doubt, the Rights Units will not be entitled to the DPU of 1.75 Singapore cents
declared for the first quarter ended 30 June 2009, which record date for distribution has been fixed
on 26 August 2009.
pro rata and6. Eligibility to Participate in the Rights Issue
Entitled Unitholders.
Limited (“
Date (“
Units then standing to the credit of their securities accounts with CDP.
To be “Entitled Unitholders”, Depositors must have registered addresses in Singapore with CDP
as at the Books Closure Date or if they have registered addresses outside Singapore must provide
CDP, at 4 Shenton Way, #02-01 SGX Centre 2, Singapore 068807, with a registered address in
Singapore no later than three market days prior to the Books Closure Date, in order to receive their
provisional allotment of Rights Units.
Unitholders should note that the offer and sale of, or exercise or acceptance of, or subscription for,
“nil-paid” Rights and Rights Units to or by persons located or resident in jurisdictions other than
Singapore may be restricted or prohibited by the laws of the relevant jurisdiction. (For further
information, please refer to the Offer Information Statement which will be lodged with the MAS in
due course.)
Unitholders whose securities accounts with The Central Depository (Pte)CDP”) are credited with Units as at 5.00 p.m. (Singapore time) on the Books ClosureDepositors”) will be provisionally allotted with Rights Units on the basis of the number ofSRS investors and investors who hold Units through a finance company and/or Depository
Agent.
through a finance company and/or Depository Agent (as defined in Section 130A of the
Companies Act, Chapter 50 of Singapore) can only accept their provisional allotments of Rights
Units and (if applicable) apply for excess Rights Units by instructing the relevant approved banks
in which they hold their SRS accounts, finance companies and/or Depository Agents to do so on
their behalf.
the CDP or ATMs will be rejected.
Statement for details relating to the offer procedures in connection with the Rights Issue.
4
Supplementary Retirement Scheme (“SRS”) investors and investors who hold UnitsAny acceptance and/or application made by such Unitholders directly throughSuch Unitholders should refer to the Offer InformationForeign Unitholders.
laws outside Singapore, the Rights Units will not be offered to Unitholders with registered
addresses outside Singapore as at Books Closure Date and who have not at least three market
days prior thereto provided CDP with addresses in Singapore for the service of notices or
documents in accordance with the foregoing.
To the extent it is practicable to do so, arrangements may, at the absolute discretion of the
Trustee-Manager, be made for the Rights Units which would otherwise have been provisionally
allotted to Foreign Unitholders to be sold “nil-paid” on the SGX-ST as soon as practicable after
commencement of trading of “nil-paid” Rights. The net proceeds of such sales (after deducting any
applicable brokerage, commissions and expenses, including goods and services tax) will be
aggregated and paid to Foreign Unitholders in proportion to their respective unitholdings as at the
Books Closure Date, save that no payment will be made of amounts of less than S$10.00 to a
single or joint Foreign Unitholders, which amounts will be aggregated and will ultimately accrue to
the benefit of CitySpring.
For the avoidance of doubt, even if a Foreign Unitholder has provided a Singapore address as
aforesaid, the offer of Rights Units to him will be subject to compliance with applicable securities
laws outside Singapore.
For practical reasons and in order to avoid violating applicable securitiesEntitled QIBs.
intended to be offered or sold to persons in the United States, except for offers and sales to a
limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act):
(a) whose identities have been agreed upon by the Trustee-Manager and the Underwriters; (b)
who are also qualified purchasers as defined in Section 2(a)(51) of the United States Investment
Company Act of 1940, as amended (“
Trustee-Manager, and the Trustee-Manager has accepted, a signed Investor Representation
Letter in the form enclosed in the Offer Information Statement; and (d) who are also Entitled
Unitholders (“
Securities Act under Section 4(2) thereof. The Trustee-Manager and the Underwriters reserve
absolute discretion in determining whether to allow such participation.
Notwithstanding the foregoing, the “nil-paid” Rights and Rights Units are notInvestment Company Act”); (c) who have provided to theEntitled QIBs”), pursuant to the exemption from the registration requirements of the7. Underwriting of the Rights Issue
As mentioned in the announcement dated 14 August 2009, the Rights Issue is fully underwritten,
severally and not jointly, by the Underwriters on the terms and subject to the conditions of the
Underwriting Agreement. In consideration of the Underwriters’ agreement to fully underwrite the
Rights Units, the Trustee-Manager will pay the Underwriters an underwriting commission of (a)
1.75% of the Rights Issue Price multiplied by the number of Temasek
2.25% of the Rights Issue Price multiplied by the difference between (i) the total number of Rights
Units and (ii) the number of Temasek
The Underwriters will also be entitled to a financial advisory fee of 0.3% of the gross proceeds of
the Rights Issue. This fixed fee is meant to remunerate the Underwriters for the provision of
financial advisory services relating to the Rights Issue, and fees of similar nature with different
names (e.g. management fee) have been charged in other rights issues in Singapore.
In addition, they may also be entitled to a discretionary incentive fee of up to 0.25% of the Rights
Issue Price multiplied by the difference between (a) the total number of Rights Units and (b) the
number of Temasek
5
Trustee-Manager and has been noted in other rights issues in Singapore. It serves to incentivise
the Underwriters to work towards the success of the Rights Issue.
By Order of the Board
Pro Rata Units, and (b)Pro Rata Units.Pro Rata Units. This incentive fee is payable at the sole discretion of theCitySpring Infrastructure Management Pte. Ltd.
as Trustee-Manager of
CitySpring Infrastructure Trust
Susanna Cher
Company Secretary
19 August 2009
For investor and media enquiries, please contact:
Low Hooi Hoon
Weber Shandwick
T: +65 6825 8024
E:
hlow@webershandwick.com6
IMPORTANT NOTICE
This Announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or
any solicitation of any offer to acquire, Rights or Rights Units or to take up any entitlements to Rights Units in any jurisdiction in which
such an offer or solicitation is unlawful. No person should acquire any Rights or Rights Units except on the basis of the information
contained in the Offer Information Statement.
The information contained in this Announcement should not be distributed, forwarded to or transmitted in or into any jurisdiction
where to do so might constitute a violation of applicable securities laws or regulations.
The issue, exercise or sale of rights and the acquisition or purchase of Rights Units are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Trustee-Manager and the Underwriters assume no responsibility in the event there is a
violation by any person of such restrictions.
The distribution of this Announcement, the Offer Information Statement and/or the application forms for Rights Units and/or excess
Rights Units into jurisdictions other than Singapore may be restricted by law. Persons into whose possession this Announcement and
such other documents come should inform themselves about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither the content of CitySpring’s website nor any website accessible by hyperlinks on the CitySpring’s website is incorporated in, or
forms part of, this Announcement.
This Announcement contains or incorporates by reference “forward-looking statements” regarding the belief or current expectations
of the Trustee-Manager, the Board and other members of its senior management about CitySpring’s businesses and the transactions
described in this Announcement. Generally, words such as ‘‘may’’, ‘‘could’’, ‘‘will’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘anticipate’’,
‘‘believe’’, ‘‘plan’’, ‘‘seek’’, ‘‘continue’’ or similar expressions identify forward-looking statements. These forward-looking statements
are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown
risks, uncertainties and other factors, many of which are outside the control of the Trustee-Manager and are difficult to predict, that
may cause actual results to differ materially from any future results or developments expressed or implied from the forward-looking
statements. Such risks and uncertainties include the effects of continued or increasing volatility in international financial markets,
economic conditions both internationally and in individual markets in which the Group operates, and other factors affecting the level of
the Group’s business activities and the costs and availability of financing for the Group’s activities. Any forward-looking statement
contained in this Announcement based on past or current trends and/or activities of the Group should not be taken as a
representation that such trends or activities will continue in the future. No statement in this Announcement is intended to be a profit
forecast or to imply that the earnings of CitySpring for the current year or future years will necessarily match or exceed the historical
or published earnings of CitySpring. Each forward-looking statement speaks only as of the date of the particular statement. The
Trustee-Manager and the Underwriters expressly disclaim any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Trustee-Manager’s expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement is based.
Wow Temasek back co,rights announced on Fri 14 Aug,and approved on 19 Wed Aug...
ten4one ( Date: 17-Aug-2009 14:08) Posted:
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I doubt anyone would want to buy just to get the Rights Issue as the total outlaying capital will surely be 'out-of-money'!!!!!!!!!
As for Shareholders, it all depends whether the trading px after XR is above 48c (adjustment due to dilution of market value 'cos of more shares). If one thinks he/she could get it from the Market at less than 48c after XR, then one should not subscribe for the rights. Remember, if you don't subscribe, your shareholding after XR would be diluted and thus your entitlements to dividends would also be less.
To subscribe or not is really up to you :) Cheers!