Keppel REIT Raises S\$113 Million in Private Placement: Major Dilution, Listing, and Distribution Details Investors Cannot Ignore

Key Points from the Announcement

• Keppel REIT is issuing 114,954,000 new units via a private placement at S\$0.983 per unit, raising gross proceeds of approximately S\$113.0 million.
• The new units will be listed and quoted on the SGX-ST Main Board at 9:00 a.m. on 17 October 2025.
• All new units will rank pari passu with existing units in every respect except for the Advanced Distribution. Holders of new units will not be entitled to the Advanced Distribution.
• The private placement is not available in the United States (except to Qualified Institutional Buyers under Rule 144A), the United Kingdom, or the European Economic Area.
• Units are classified as prescribed capital markets products and Excluded Investment Products under Singapore regulations, but are not guaranteed by the Manager, Trustee, or their affiliates.
• Investment risks are highlighted, including possible loss of principal and no guarantee of liquidity or future performance.

Price-Sensitive and Shareholder-Important Details

• Major Dilution Alert: The issuance of 114,954,000 new units will significantly increase the total number of outstanding units, potentially diluting existing shareholders’ holdings and impacting the unit price.
• Exclusion from Advanced Distribution: New unit holders will not be entitled to the Advanced Distribution, which may affect short-term distributable income expectations for new investors.
• Immediate Trading: The new units are slated for immediate listing and trading on SGX-ST, which could lead to increased market activity, potential volatility, and price discovery effects.
• Regulatory Notice: There is a strong warning regarding jurisdictional restrictions, with specific exclusion of the United States (except for Qualified Institutional Buyers), the UK, and EEA. The announcement reiterates that this is not an offering document and that no public offering will be made in excluded jurisdictions.
• Risk Disclosure: The announcement stresses that units are subject to investment risks—including possible loss of principal—and that past performance is not indicative of future results.
• Trading Only on SGX-ST: Unitholders cannot request redemption or purchase by the Manager; all transactions must be conducted through SGX-ST, which may impact liquidity.

In-Depth Analysis for Investors

Keppel REIT Management Limited has officially announced the issuance of 114,954,000 new units at S\$0.983 per unit via a private placement, raising approximately S\$113.0 million in gross proceeds. This move is a significant capital-raising event, with the new units scheduled for listing on the SGX-ST Main Board at 9:00 a.m. on 17 October 2025. The addition of such a substantial number of units is likely to have a direct impact on Keppel REIT’s trading liquidity and may exert downward pressure on the unit price due to dilution unless the raised capital is deployed in value-accretive acquisitions or initiatives.

Importantly, investors should note that the newly issued units will have equal rights with existing units regarding future distributions and voting, except they will not receive the upcoming Advanced Distribution. This means new investors entering through the private placement may miss out on a portion of near-term distributable income, potentially impacting short-term returns.

The offering is highly restricted by jurisdiction: it is not available for public subscription in the United States, United Kingdom, or European Economic Area, and only Qualified Institutional Buyers in the US can participate. This limits the pool of eligible investors and may affect demand dynamics.

Keppel REIT’s management underscores substantial risk factors: the units are not guaranteed deposits, their value may fluctuate, and there is no guarantee of a liquid market post-listing. Unitholders cannot force redemption or repurchase by the Manager, which means liquidity will depend solely on SGX-ST trading. Past performance is not an indicator of future results, and investors are cautioned to assess their risk tolerance carefully.

Finally, the new units are classified as prescribed capital markets products and Excluded Investment Products under Singapore regulations, providing clarity on regulatory treatment but not offering any guarantee of returns or safety of capital.

Potential Impact on Keppel REIT Unit Price

This announcement is price-sensitive for several reasons:

• The large increase in unit supply may lead to dilution, impacting the market price unless offset by accretive use of proceeds.
• Exclusion from the Advanced Distribution could affect demand from investors seeking immediate income.
• The immediate listing and trading of new units could create short-term volatility or price pressure.

Investors should monitor subsequent announcements regarding the deployment of the raised capital and any strategic acquisitions or investments, as these will be critical in determining the net impact on Keppel REIT’s future performance and valuation.

Disclaimer

This article is for informational purposes only and does not constitute financial advice, investment recommendation, or an offer to buy or sell any securities. Investors should conduct their own due diligence and consult with a professional advisor before making any investment decisions. Past performance is not indicative of future results. This publication has not been reviewed by the Monetary Authority of Singapore.

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