Mandatory Conditional Cash Offer for Alpha Integrated Real Estate Investment Trust (AI-REIT): What Investors Need to Know

Key Highlights of the Offer

• Offeror & Financial Adviser: Mindarie Investment Pte. Ltd. is making a mandatory conditional cash offer for all issued and outstanding units in AI-REIT, with United Overseas Bank Limited acting as the financial adviser.
• Target: The offer is for all AI-REIT units not already owned, controlled, or agreed to be acquired by the Offeror and its concert parties.
• Offer Price: The Offeror is offering S\$0.48 per unit for every Offer Unit held by unitholders.
• Submission Deadline: Unitholders must submit their Form of Acceptance and Authorisation (FAA) by 5.30 p.m. (Singapore time) on 10 February 2026 unless extended.
• How to Accept: Acceptances can be submitted electronically via investors.sgx.com or physically by completing and mailing the FAA.
• Irrevocable Acceptance: Once submitted, acceptances of the Offer are irrevocable except as expressly provided in the Offer Document and the Code.

Important Considerations for Shareholders

• Price Sensitivity: The S\$0.48 per unit offer price may be a premium or discount to the prevailing market price. Shareholders should assess whether this represents fair value for their holdings. The announcement and terms of the offer are likely to have a direct impact on AI-REIT’s unit price.
• Distribution Adjustment: If any distribution is declared, paid, or made by the REIT Manager with a record date falling on or after 23 December 2025 (the Offer Announcement Date) and the settlement date for accepted units is after the record date, the offer price will be reduced by the amount of such distribution.
• Unitholder Actions:
  • Unitholders can accept the offer in respect of all or part of their units standing to the credit of their Securities Account.
  • If no specific number is indicated, acceptance will be deemed for all units standing to the credit at the time of receipt.
  • If units were recently purchased, acceptance is only valid if the units are credited to the “Free Balance” by the closing date.
• Special Instructions for Overseas Unitholders: The availability of the offer may be affected by the laws of the relevant overseas jurisdictions. Overseas unitholders are advised to consult the section “Overseas Unitholders” in the Offer Document.
• Handling of Deceased Holders and Corporations:
  • Special signing requirements apply for personal representatives of deceased holders and corporations. Such FAAs cannot be submitted electronically and must follow specific procedures, including lodging relevant legal documents.
• Units Bought Under CPF/SRS: If you acquired units through CPF or SRS, acceptance must be made via your agent bank or depository agent, NOT through CDP.
• Risk of Rejection: Acceptances will be rejected if the units are not credited to the “Free Balance” by the closing date, if the FAA is incorrectly completed, or if there is no existing Securities Account in the unitholder’s name.
• Settlement and Payment: For valid acceptances, payment will be credited to the designated bank account via CDP’s Direct Crediting Service (DCS) within seven business days of the offer turning unconditional or acceptance, whichever is later. If not subscribed to DCS, payment will be made to the Cash Ledger.
• Personal Data Disclosure: By accepting the offer, unitholders consent to the collection, use, and disclosure of personal data for purposes related to the offer, in compliance with applicable laws.

Potential Impact on AI-REIT Unit Price

The announcement of a mandatory conditional cash offer at S\$0.48 per unit is a price-sensitive event and could have a significant impact on the market value of AI-REIT units. Unitholders and potential investors should closely monitor trading activity and be aware that the offer price might serve as a reference point for market pricing in the coming weeks. If a substantial number of unitholders accept the offer, this could lead to changes in the management and control of the REIT, with possible implications for its future strategy and operations.

In addition, any declared distributions by the REIT Manager, with record dates after the Offer Announcement Date, will reduce the offer price, potentially affecting investor returns. Shareholders should consider their acceptance carefully, taking into account both the offer price and any potential distributions.

Operational and Legal Notes

• Acceptance of the offer constitutes authorisation for CDP to block and transfer the relevant units, as well as to disclose account information to the Offeror and related parties for the purpose of the offer.
• If the offer is not declared unconditional, units will be returned to the “Free Balance” of the Securities Account within 14 days after the lapse of the offer.
• The agreement arising from acceptance of the offer is governed by Singapore law, and disputes will be subject to the jurisdiction of Singapore courts.

Action Steps for Investors

1. Review the offer price against the current market price and your own valuation of AI-REIT units.
2. Ensure your Securities Account is correctly credited with the units you intend to tender.
3. Submit your FAA electronically or physically before the closing deadline if you wish to accept the offer.
4. If you are an overseas unitholder or a corporation, follow all special instructions and legal requirements.
5. Monitor further announcements from the Offeror, AI-REIT, and SGX for updates regarding the offer status.

Disclaimer: This article is for informational purposes only and does not constitute financial advice, an offer, or solicitation to buy or sell any securities. Investors should read the full Offer Document and consult their financial advisers before making decisions in respect of the offer. The author does not accept any responsibility for actions taken based on the information provided above.

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