Frasers Centrepoint Trust Announces Green Loan Facility with Key Change of Control Provisions

Frasers Centrepoint Trust (“FCT”), through its manager Frasers Centrepoint Asset Management Ltd., has announced the entry into an amended and restated green loan facility agreement totaling S\$100 million. The announcement is made in accordance with Rule 704(31) of the SGX-ST Listing Manual, which requires disclosure of conditions that reference shareholding interests or place restrictions on changes of control of the Company or the manager of FCT.

Key Highlights of the Loan Facility

• Facility Details: The facility is a S\$100 million green revolving credit facility arranged between HSBC Institutional Trust Services (Singapore) Limited (acting as trustee for FCT), Causeway Point Property LLP, Northpoint City NW LLP (as borrowers), and Crédit Industriel et Commercial, Singapore Branch (as lender).
• Mandatory Prepayment Clause: A significant covenant in the facility agreement stipulates that if Frasers Property Limited (“FPL”) ceases to own (directly or indirectly) at least 51% of the shares of the manager of FCT—which must be the Company, a direct or indirect subsidiary of FPL, or any other person approved by the lender—without the prior written consent of the lender, it will trigger a mandatory prepayment event.

Potential Impact on Shareholders and Share Price Sensitivity

• Risk of Cross Default: If the mandatory prepayment event is triggered and FCT fails to prepay the loan, this could cause a cross default under other borrowings of FCT. Currently, the aggregate level of facilities that may be affected is approximately S\$2,626.7 million (excluding interest and exclusive of the facility subject to this announcement). This figure does not include undrawn loan facilities, future notes issuances under FCT’s S\$1 billion multicurrency medium term note programme, or future issuances under the S\$3 billion multicurrency debt issuance programme.
• Shareholding Structure Importance: The requirement for FPL to maintain at least 51% ownership of FCT’s manager is a critical factor for investors. Any potential change in control or ownership that breaches this covenant could lead to significant financial ramifications for FCT, including accelerated loan repayments and potential cross defaults. This is highly price sensitive information as it could affect FCT’s financial stability, credit ratings, and ultimately, unit value.
• Current Status: As of the date of the announcement, none of the specified events under the facility agreement’s conditions have occurred.

Other Important Considerations for Investors

• Forward-Looking Statements: The announcement contains forward-looking statements subject to risks and uncertainties, such as economic conditions, interest rate trends, capital availability, competition, property rental income, operating expenses, government policy changes, and financing availability.
• Trading and Liquidity: Investors should note that units in FCT are only tradable on the SGX-ST, and there is no guarantee of a liquid market. Units are not obligations or deposits of the Manager or its affiliates, and investment risks—including loss of principal—apply.
• No Redemption Right: Unitholders do not have the right to request redemption of their units; trading is only possible on the SGX-ST.
• Regulatory Notice: The announcement is not for release in several jurisdictions, including the U.S., EEA, UK, Canada, Japan, or Australia, and the units have not been registered under the U.S. Securities Act of 1933.

Investor Relations Contact

For further information, shareholders and investors may contact:
Ms Judy Tan
Head of Investor Relations, Frasers Centrepoint Asset Management Ltd.
Tel: +65 6277 2657
Email: [email protected]

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer, or a solicitation to buy or sell any securities. The information presented reflects the announcement made by Frasers Centrepoint Trust and is subject to change. Investors are advised to conduct their own due diligence and consult with professional advisors before making any investment decisions. The value of units in FCT may rise or fall, and past performance is not indicative of future results. Trading in FCT units is subject to market risks, and liquidity is not guaranteed.

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