Mindarie Investment Launches Mandatory Conditional Cash Offer for Alpha Integrated REIT

United Overseas Bank Limited (UOB), acting as the financial adviser, has announced on behalf of Mindarie Investment Pte. Ltd. (“Offeror”) a mandatory conditional cash offer for all issued and outstanding units of Alpha Integrated Real Estate Investment Trust (AI-REIT) not already owned or controlled by the Offeror and its concert parties. This action is in accordance with Rule 14 of the Singapore Code on Take-overs and Mergers.

Key Points for Investors

• Nature of the Offer: The Offer is a mandatory conditional cash offer for all units in AI-REIT, except those already owned or agreed to be acquired by Mindarie Investment and its concert parties.
• Electronic Dissemination: The Offer Document and related materials are being disseminated electronically via SGX-ST’s website (SGX-ST announcements). No printed copies of the Offer Document will be sent. Only notification letters and acceptance forms will be sent in hardcopy.
• Acceptance Procedures: Investors must submit acceptance forms by 5:30 p.m. Singapore Time on 10 February 2026, unless extended. The forms must be submitted to either CDP or Boardroom Corporate & Advisory Services, depending on whether the units are deposited with CDP.
• Overseas Unitholders: Overseas investors must ensure compliance with local laws, as the Offer and related documents will not be sent to jurisdictions where it is prohibited. Overseas unitholders can request documents to a Singapore address, at their own risk.
• CPFIS and SRS Investors: Investors using CPFIS or SRS schemes will receive instructions from their respective agent banks. Payments for accepted offers will be credited to their CPF or SRS investment accounts.
• Independent Advice: Views from the independent directors of the REIT manager and an independent financial adviser will be provided within 14 days of the Offer Document’s dissemination. Investors are strongly advised to wait for these opinions before taking action.
• Responsibility Statement: The directors of Mindarie Investment Pte. Ltd. have confirmed the accuracy and fairness of the statements made in the announcement.
• Forward-Looking Statements: The announcement contains forward-looking statements, which are subject to risks and uncertainties. Investors should not place undue reliance on these projections.

Potential Price-Sensitive Factors

• Control of AI-REIT: If Mindarie Investment succeeds in acquiring a significant portion or all of the outstanding units, this could result in changes to the management, strategic direction, or policies of AI-REIT, potentially affecting its future performance and valuation.
• Offer Price: While the specific price per unit is not detailed in this announcement, the terms and conditions (including price) are included in the Offer Document, which is available online. The offer price is a critical factor for unitholders considering whether to accept the offer and may drive market activity in AI-REIT units.
• Conditionality: The offer is conditional, meaning that certain thresholds or conditions (such as minimum acceptances) must be met for the offer to become unconditional and proceed to completion. This could impact the certainty of the transaction, and hence, the unit price.
• Regulatory Compliance: The announcement highlights strict adherence to Singapore’s take-over code and cross-border legal compliance, which may affect the ability of overseas investors to participate.
• Timeline: The offer closes on 10 February 2026 unless extended, creating a defined period for market speculation and price movement.
• Independent Directors’ Views: The pending recommendations from the independent directors and their adviser are likely to be closely watched by the market and could influence the share price once released.

Important Actions for Unitholders

Unitholders should:

• Access the full Offer Document online to understand the terms, including the offer price.
• Wait for the independent directors’ and financial adviser’s views before making any decision.
• Submit acceptance forms before the deadline if they wish to accept the offer.
• Overseas investors should ensure compliance with their local laws and take steps to obtain the necessary documents.
• CPFIS and SRS investors should follow instructions from their agent banks.

Investor Takeaway

This mandatory conditional cash offer is a significant development for AI-REIT. The potential change in controlling ownership, the terms of the offer, and pending recommendations from independent directors are all factors that could materially affect the value of AI-REIT units in the near term. Investors should closely monitor further announcements, access all relevant documents, and seek independent advice if in doubt.

Disclaimer

This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should review all official documents, seek independent professional advice, and consider their own circumstances before making any investment decisions related to AI-REIT. The author does not accept any liability for actions taken based on this article.

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