Prime US REIT Secures SGX Approval for Major Private Placement: What Investors Must Know

Key Points from the Announcement

• Prime US REIT has received approval in-principle from the Singapore Exchange Securities Trading Limited (SGX-ST) for the listing and quotation of 129,199,000 new units.
• The new units will be issued at a price of US\$0.1935 per unit via a private placement.
• This follows the close of placement announced on 26 September 2025.
• The SGX-ST’s approval is strictly conditional and not indicative of the merits of the placement, the new units, or the REIT itself.
• The approval is subject to compliance with several key SGX-ST listing requirements and specific undertakings and confirmations by the manager and underwriters.

Important Details for Shareholders and Potential Price-Sensitive Developments

• Significant Dilution: The issuance of 129,199,000 new units represents a material increase in the total units of Prime US REIT. Investors should prepare for potential dilution of earnings and distributions per unit.
• Use of Proceeds: The manager has undertaken to disclose specific details about the use of proceeds, especially if used for working capital purposes, both in announcements and the annual report. Clarity on how funds will be deployed could impact investor sentiment.
• Strict Placement Controls: Written confirmations have been provided that the new units will not be issued or placed to prohibited persons as defined by SGX-ST listing rules. This ensures compliance and transparency but also means no strategic block placements to insiders or related parties.
• Market Impact: The large placement could affect liquidity and trading volumes. The issue price of US\$0.1935 may set a near-term benchmark for market valuation of units.
• No Public Offering in the United States: The new units are not being offered or sold in the US, Canada, Japan, or other restricted jurisdictions, limiting international participation in the placement.
• Risk Warnings: The announcement reiterates that the value of units and income derived from them can fluctuate, and there is no guarantee from the manager or trustee. Investors are reminded of the inherent risks, including potential principal loss.
• Trading Liquidity: Holders may only deal in units through SGX-ST; there is no redemption or buyback option from the manager while listed. Past performance is not indicative of future returns.
• Regulatory Classification: The new units are classified as prescribed capital markets products and excluded investment products under Singapore regulations, affecting how they can be marketed and sold.

Potential Share Price Impact

The issuance of a substantial volume of new units at a discount to prevailing market prices may result in short-term downward pressure on Prime US REIT’s unit price, due to dilution and uncertainty regarding the use of proceeds. However, if the funds are deployed effectively for accretive acquisitions or debt reduction, it could support future growth and stability. Investors should closely monitor subsequent disclosures regarding the allocation and deployment of capital raised from this placement.

Conclusion

This is a significant capital markets development for Prime US REIT, with direct implications for both existing and prospective investors. The conditional approval for listing a large tranche of new units, the transparency undertakings on use of funds, and the strict compliance with SGX-ST rules are all noteworthy. The outcome, deployment of proceeds, and subsequent operational updates will be critical in determining the impact on Prime US REIT’s financial performance and unit price.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should conduct their own due diligence or consult professional advisors before making investment decisions. The value of investments can rise or fall, and past performance is not indicative of future results.

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