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AIMS PROPERTY SECURITIES FUND — Capital/Financing Update 2012
May 10, 2012
64402_rns_2012-05-10_3bd8831f-a69e-4560-af7f-6364c4d974cf.pdf
Capital/Financing Update
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ASX Code: MPS SGX Code: MacCookPSF
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11 May 2012
ASX Announcement
MacarthurCook Property Securities Fund Non-Renounceable Entitlement Offer
MacarthurCook Fund Management Limited as responsible entity of the MacarthurCook Property Securities Fund (" Responsible Entity ") refers to its announcement on 4 May 2012 in relation to the withdrawal of the entitlement offer announced to the market on 20 April 2012.
The Responsible Entity is pleased to announce that it is today launching a new fully underwritten, non-renounceable entitlement offer (" Entitlement Offer ") for holders of units in the MacarthurCook Property Securities Fund (" Fund ") to raise up to A$5.869 million. The Entitlement Offer is an offer of 13 new units (" New Units ") for every 15 units held in the Fund (" Entitlement ") as at 7.00 pm Sydney time (5.00 pm Singapore time) on 21 May 2012 (" Record Date ").
Proceeds from the Entitlement Offer will be used to repay part of the Fund's existing debt facilities and pay the expenses of the Entitlement Offer. The Responsible Entity has secured an extension to the existing debt facility with OCBC so that the repayment formerly due on 31 March 2012 is now payable upon settlement of the Entitlement Offer.
The issue price for New Units will be fixed at A$0.035 or S$0.044, calculated using the Australian-Singapore exchange rate of S$1.25956 for A$1.00 as at 10 May 2012 (" Issue Price "). Eligible Unitholders may elect to subscribe for their New Units in either currency. The Issue Price of A$0.035 or S$0.044 represents a 39.55% discount to the volume weighted average price of units traded on the ASX over the 10 trading days up to and including 7 May 2012.
The Entitlement Offer will open on 25 May 2012 and will be available to unitholders who have registered addresses in Australia, New Zealand or Singapore as at the Record Date (" Eligible Unitholders "). The Entitlement Offer will close on 8 June 2012 at 7.00pm Sydney time (5.00pm Singapore time).
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BBY Limited (AFSL 238095) is acting as financial adviser to the Responsible Entity and has provided the Responsible Entity with advice in respect to, among other things, the pricing of the Entitlement Offer.
Singapore CDP Account Holders
Persons who hold units in the Fund that are traded on Singapore Exchange Securities Trading Limited (“ SGX ”) and whose units are registered in the name of Central Depository Pte Limited (“ CDP ”) as at the Record Date (" Singapore CDP Account Holders ") may instruct CDP to apply for New Units on their behalf based on the number of units which are standing to the credit of their CDP securities account as at the Record Date.
To be eligible to participate in the Entitlement Offer and Shortfall Facility (see below), Singapore CDP Account Holders must have registered addresses with CDP in Singapore on the Record Date or provide CDP with an address in Singapore on or before 16 May 2012. Singapore CDP Account Holders who do not have addresses in Singapore or do not provide CDP with an address in Singapore on or before 16 May 2012 will not be able to participate in the Entitlement Offer and Shortfall Facility.
Shortfall Facility
Eligible Unitholders may apply for New Units in excess of their Entitlement (" Additional Units ") under a shortfall facility (" Shortfall Facility "). Singapore CDP Account Holders may also instruct CDP to apply for Additional Units under the Shortfall Facility on their behalf. Any Additional Units will be limited to the extent of any shortfall under the Entitlement Offer.
Additional Units issued under the Shortfall Facility will be limited to the extent that there is any shortfall under the Entitlement Offer and Corporations Act requirements. Applications under the Shortfall Facility will be satisfied in full before any of the shortfall flows through to the underwriter and sub-underwriter. Unitholders should satisfy themselves that they are able to acquire Additional Units in accordance with applicable laws before applying for (or instructing CDP to apply for) Additional Units.
The Independent Directors reserve the right to issue any shortfall at their discretion. The Independent Directors have determined that to the extent that applications under the Shortfall Facility exceed any shortfall under the Entitlement Offer, the applications will be scaled back according to applicants' pro rata unitholding as at the Record Date (in the case of Singapore CDP Account Holders, the pro rata allocation will be based on the number of units which are standing to the credit of their CDP securities account as at the Record Date) and applicable Corporations Act requirements.
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Timetable
| ASX | SGX | |
|---|---|---|
| Item | ||
| Date | Date | |
| Announcement date | 11 May | 11 May |
| Notice sent to Unitholders (Eligible and Ineligible) | 14 May | 14 May |
| Securities quoted "ex" rights | 15 May | 17 May |
| Record date to determine entitlements | ||
| (7.00pm Sydney time / 5.00pm Singapore Time) | 21 May | 21 May |
| Opening date and despatch of Offer Booklet | 25 May | 25 May |
| Closing Date of Rights Issue | 8 June | 8 June |
| (7.00pm Sydney time / 5.00pm Singapore Time) | ||
| ASX and SGX notified of under subscriptions | 14 June | 14 June |
| (10.00am Sydney time) | ||
| Settlement | 15 June | 15 June |
| Allotment of securities under rights issue | 19 June | 19 June |
| and Despatch Date | ||
| Trading of New Units commences | 20 June | 20 June |
| Mailout of Holding Statements | 21 June | 21 June |
These dates are indicative only and are subject to change without notice. Subject to the requirements of the Corporations Act, the ASX Listing Rules and any other applicable laws, the Responsible Entity reserves the right to amend the timetable including to extend the closing date for the Entitlement Offer, to close the Entitlement Offer early, to withdraw the Entitlement Offer at any time prior to the allotment of New Units under the Entitlement Offer and/or to accept late applications either generally or in specific cases. If the closing date is extended, the subsequent dates may also be extended.
Underwriting and sub-underwriting arrangements
MacarthurCook Fund Management Limited (AFSL 258052) in its personal capacity (" MacarthurCook ") has agreed to fully underwrite the Entitlement Offer under an underwriting deed. AIMS Group Holding Pty Ltd (" AIMS "), the ultimate holding company of MacarthurCook, is also a party to the underwriting deed. AIMS has agreed to exercise its powers as holding company to ensure that MacarthurCook performs its commitments as underwriter under the underwriting deed between the parties on 14 April 2012. AIMS has also agreed to pay to the
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Responsible Entity on demand any amount that MacarthurCook fails to pay the Responsible Entity in respect of underwritten units.
AIMS has also agreed to fully sub-underwrite the Entitlement Offer. AIMS and its associates have a relevant interest in 19.99% of the units in the Fund. If all Eligible Unitholders take up their Entitlements in full, the relevant interest of AIMS (and its associates) will not change.
The following table shows the potential effect that the Entitlement Offer may have on control of the Fund at various levels of take-up under the Entitlement Offer assuming that AIMS takes up its full Entitlement and no unitholders participate in the Shortfall Facility. If Eligible Unitholders and Singapore CDP Account Holders participate in the Shortfall Facility, this will reduce the potential effect that the Entitlement Offer will have on control of the Fund.
| Take-up under | Relevant interestpost Entitlement Offer | Relevant interestpost Entitlement Offer |
|---|---|---|
| Entitlement Offer* | AIMS | Other unitholders |
| 100% | 19.99% | 80.01% |
| 75% | 29.29% | 70.71% |
| 50% | 38.57% | 61.43% |
| 25% | 47.86% | 52.14% |
| 0% | 57.14% | 42.86% |
- Assuming that AIMS takes up its full Entitlement.
If there is a material effect on control of the Fund following completion of the Entitlement Offer by virtue of AIMS increasing its relevant interest pursuant to the underwriting and sub-underwriting arrangements, AIMS has confirmed to the Responsible Entity that it has no intention to change the operation of the Fund from the manner in which it is currently operated by the Responsible Entity. The Responsible Entity will continue to operate the Fund and perform the functions conferred on it by the Fund's constitution and all applicable laws and follow the operational strategy for the Fund as outlined in the 2011 Annual Report and subsequent announcements to unitholders.
Pelorus Proposal
On 4 April 2012, BlackWall Property Funds Limited, a subsidiary of Pelorus Private Equity Limited ( "Pelorus "), has convened a meeting of unitholders where it will seek unitholder approval to replace MacarthurCook Funds Management Limited as the responsible entity of the Fund with TFML Limited (" Pelorus Proposal ").
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The Pelorus Proposal does not affect the Entitlement Offer. The Entitlement Offer will proceed to enable the repayments due under the OCBC debt facility to be made. This is consistent with the Responsible Entity's strategy of stabilising the Fund’s balance sheet.
On 20 April 2012, the Responsible Entity indicated that it did not support the Pelorus Proposal and provided a summary of the reasons for this. Further to these reasons, OCBC has informed the Responsible Entity that it will be an event of default under the debt facility with OCBC if MacarthurCook Funds Management Limited ceases to be the responsible entity of the Fund.
The Responsible Entity will provide a comprehensive written response to the Pelorus Proposal which it will send to all unit holders shortly.
Further information
Eligible Unitholders and Singapore CDP Account Holders as at the Record Date will receive an offer booklet and a personalised entitlement and acceptance form which will provide further details of how to participate in the Entitlement Offer and Shortfall Facility or instruct CDP (as applicable).
For further information please contact the Responsible Entity on +61 2 9217 2727.
Yours faithfully
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John Love Richard Nott Director Director MacarthurCook Fund Management Limited MacarthurCook Fund Management Limited
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About MacarthurCook:
MacarthurCook Fund Management Limited (MacarthurCook) is a wholly owned subsidiary of the AIMS Financial Group (AIMS), which specialises in the investment management of direct property, real estate securities and mortgage assets.
MacarthurCook and AIMS manage over A$1.5 billion on behalf of over 20,000 Investors/borrowers as at 21 December 2010 and are the investment managers for the CWH Australia Trust, MacarthurCook Office Property Trust, MacarthurCook Mortgage Fund, Advance Mortgage Fund, MacarthurCook Property Securities Fund and the RMR Asia Pacific Real Estate Fund. AIMS also manages, in a joint-venture arrangement with AMP Capital, the AIMS-AMP Capital Industrial REIT in Singapore.
The MacarthurCook Property Securities Fund is listed on the ASX and the Singapore Exchange. The AIMS-AMP Capital Industrial REIT is listed on the Singapore Exchange. The RMR Asia Pacific Real Estate Fund is listed on the New York Stock Exchange.
About AIMS Financial Group:
Established in 1991, AIMS Financial Group is an Australian company with a solid track record and enviable reputation in the mortgage and securitisation markets. It has expanded to become an international financial group focusing on funds management, real estate investment, securitisation and mortgage lending.
AIMS is a 100% Australian owned business that has operated in Australia for nearly 20 years. AIMS started in Australia with only two staff and today have in excess of 100 staff in Australia. AIMS has been very active in introducing international investors into the Australian real estate market. During this time AIMS has attracted significant investment in Australian direct property from its international clients. Since 1999, AIMS has raised directly and indirectly approximately A$3 billion in funds from the Australian capital markets, with most of the RMBS (Residential Mortgage Backed Securities) rated AAA by both Standard & Poors and Fitch Ratings.
With offices across Australia and China and highly qualified, professional and experienced cross-cultural teams, AIMS Financial Group bridges the gap between Australia and China in various markets, especially in real estate, resources, technology, infrastructure, banking and financial services.
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