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Wednesday, January 28th, 2026

Frasers Centrepoint Trust Discloses S$400 Million Green Loan Facility and Change of Control Conditions Under SGX Rule 704(31)

Overview

Frasers Centrepoint Trust (FCT), a leading Singapore retail REIT, has announced the signing of a S\$400 million green term loan and revolving credit facilities agreement. The facility, dated 7 January 2026, is arranged through HSBC Institutional Trust Services (Singapore) Limited (acting as trustee for FCT), Causeway Point Property LLP, and Northpoint City NW LLP as borrowers. The lenders include DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited (OCBC), and Malayan Banking Berhad (Singapore Branch), with OCBC also acting as the green loan coordinator and facility agent.

Key Points Investors Should Note

  • Mandatory Prepayment Event: The agreement contains specified conditions that could trigger a mandatory prepayment event. This would occur if:

    1. The manager of FCT (currently Frasers Centrepoint Asset Management Ltd., a subsidiary of Frasers Property Limited (FPL)), is replaced without the prior written consent of all lenders and not substituted by a manager approved by the Monetary Authority of Singapore.
    2. FPL ceases to own at least 51% of the shares (directly or indirectly) in the manager.

    Either event could force FCT to immediately repay the outstanding loan unless lender consent is obtained.

  • Cross Default Risk: If such a prepayment event occurs and is not remedied, it may trigger cross-defaults across other FCT borrowings. The total facilities that may be affected are approximately S\$2,678.2 million (excluding the announced facility and interest), based on the latest reported exchange rate. This means a breach could imperil the stability of FCT’s entire debt structure, potentially impacting liquidity, refinancing, and ultimately, shareholder value.
  • No Current Breach: As of the announcement date, none of the specified conditions have occurred. The current management and ownership structure remain compliant with the facility agreement’s requirements.
  • Further Debt Issuance Potential: The reported figure does not account for undrawn facilities, nor future issuances under FCT MTN Pte. Ltd.’s S\$1 billion multicurrency medium term note programme or the S\$3 billion multicurrency debt issuance programme, both guaranteed by the trustee. This indicates FCT has substantial flexibility and headroom for future fundraising, but also potential exposure to higher leverage if conditions change.

Why This Is Price Sensitive

  • Management and Ownership Stability: Investors must closely monitor any changes to the manager or FPL’s shareholding in FCT’s management company. A loss of majority control or a change in manager without lender consent could trigger immediate loan repayment and cross-defaults, potentially leading to forced asset sales or equity dilution to raise cash. Such events would be highly price sensitive and likely to affect unit prices significantly.
  • Debt Structure Risk: The aggregate exposure (S\$2.68 billion) in the event of a cross-default is material relative to FCT’s asset base and market capitalization. Any sign of distress in meeting covenants or repayment obligations could negatively impact investor sentiment and market value.
  • Forward-Looking Uncertainties: The announcement cautions about forward-looking statements and highlights risks such as interest rate trends, capital availability, competition, government policy, and operating cost escalations. These factors can influence the trust’s future income, distributions, and unit price.

Important Shareholder Information

  • Units Are Not Guaranteed: FCT units are not deposits or obligations of the manager or its affiliates. Investment risk includes possible loss of principal.
  • No Redemption Right: Unitholders cannot redeem units directly with the manager; trading is only possible on the SGX-ST. Liquidity is not guaranteed.
  • Jurisdictional Restrictions: The units are not registered for sale in the U.S., Europe, UK, Canada, Japan, or Australia, and this announcement should not be distributed in these jurisdictions.
  • Regulatory Note: This announcement has not been reviewed by the Monetary Authority of Singapore.

Contact for Further Information

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer, or solicitation to buy or sell any securities. Investors should consult their own financial advisors and consider their risk tolerance before making any investment decisions. Forward-looking statements are subject to risks and uncertainties and actual outcomes may differ materially. Please refer to the official company announcement for full details.

View Frasers Cpt Tr Historical chart here



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