Mindarie Investment Launches Mandatory Conditional Cash Offer for Alpha Integrated REIT

Key Points Investors Must Know

• Mandatory Conditional Cash Offer: Mindarie Investment Pte. Ltd. (the “Offeror”), through United Overseas Bank Limited as its financial adviser, has announced a mandatory conditional cash offer for all the issued and outstanding units of Alpha Integrated Real Estate Investment Trust (“AI-REIT”), except those already owned by the Offeror and its concert parties.
• Triggering Event: The offer was triggered after Volare Group AG, which indirectly wholly-owns the Offeror, acquired 241,568,431 units (21.47% of total issued units) from ESR Group Limited and E-Shang Infinity Cayman Limited at S\$0.40 per unit. Post-acquisition, the Offeror and its concert parties now control approximately 41.27% of the total issued units, crossing the 30% threshold stipulated by Rule 14 of the Singapore Code on Take-overs and Mergers.
• Offer Details:
  • Offer price is S\$0.48 in cash per unit.
  • The price represents a premium over all recent historical trading prices and VWAPs, including a 2.1% premium over the last transacted price (S\$0.47), and up to a 14.3% premium over the 12-month VWAP (S\$0.42).
  • The offer price is higher than Volare’s recent acquisition price of S\$0.40 per unit.
  • Unitholders will receive the offer price net of any distributions where the record date falls after the offer, if those distributions are not received by the Offeror.
  • The offer is conditional upon the Offeror and its concert parties acquiring more than 50% of total issued units.
• Low Liquidity Exit Opportunity: The offer provides an exit opportunity to unitholders at a premium and without incurring brokerage or trading costs, which is notable considering AI-REIT’s historically low trading liquidity (daily trading volume below 0.046% of total units).
• Intentions Post-Offer: The Offeror currently intends to maintain AI-REIT’s existing business and its listing on the SGX-ST. There are no current plans to make material changes to business, asset deployment, investment policy, or employment, except in the ordinary course of business.
  The Offeror does retain discretion to review AI-REIT’s management and operations in the future.
• Compulsory Acquisition & Listing Status:
  • If the Offeror receives more than 90% acceptances, it may compulsorily acquire the remaining units and delist AI-REIT from SGX-ST, though the stated present intention is to maintain listing status.
  • If public float falls below 10%, SGX-ST may suspend trading in the units and may grant a period to restore public float or delist AI-REIT.
• Financial Backing: Sufficient financial resources are confirmed to be available for full acceptance of the offer, with financing from United Overseas Bank Limited secured by a charge over the acquired units and shares in the Offeror.
• Corporate Structure:
  • Offeror is wholly owned by Mindarie Holding Pte. Ltd., which is in turn wholly-owned by Volare Group AG.
  • Volare is controlled by Mr. Daniel Sieber, who indirectly owns 93% of Volare via Cielo Holding AG.
  • Volare’s subsidiaries include significant businesses in energy, car wash, wood products, furniture, construction, and real estate.
• AI-REIT Background:
  • AI-REIT was formerly Sabana Shari’ah Compliant Industrial REIT, later renamed and internalized its manager in October 2025.
  • The trust holds a diversified portfolio of 18 properties in Singapore, with assets exceeding S\$1.0 billion as of September 2025.

Price-Sensitive and Shareholder-Relevant Information

• The offer price of S\$0.48 per unit is at a premium to recent trading prices and historical VWAPs, and may influence trading activity and share price in the near term.
• The outcome of the offer could result in a significant change in shareholding structure and potentially affect the liquidity and free float of AI-REIT units on the SGX-ST.
• If the Offeror secures more than 90% of units, a compulsory acquisition and potential delisting could occur, affecting the ability of minority shareholders to trade their units on the exchange.
• Shareholders should be aware of the minimum acceptance condition: the offer will only become unconditional if the Offeror and its concert parties hold more than 50% of total issued units after the offer closes.
• The offer provides an opportunity for investors to exit at a premium, especially given the low liquidity of AI-REIT units.
• The Offeror’s stated intention to maintain the listing and business as usual is subject to change, especially if market conditions or acceptance levels warrant a re-evaluation.
• Any distributions declared with a record date after the offer announcement may reduce the offer price payable to accepting unitholders if the Offeror does not receive those distributions.

Next Steps for Shareholders

• The formal Offer Document, detailing terms and acceptance procedures, will be sent electronically and via notification within 14-21 days from the announcement (23 December 2025).
• Unitholders are strongly advised to exercise caution and seek professional advice before making any decisions regarding their holdings.
• Overseas unitholders should check for restrictions and request Offer Documents as needed, as distribution may not be possible in certain jurisdictions.

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer, solicitation, or recommendation to buy or sell any securities mentioned herein. Investors are urged to read all official documents, consult their own financial advisers, and consider their own circumstances before taking any action. All forward-looking statements are subject to risks and uncertainties and actual outcomes may differ materially.

View Alpha Integrated REIT Historical chart here