Mindarie Investment Pte. Ltd. Launches Mandatory Conditional Cash Offer for Alpha Integrated Real Estate Investment Trust (AI-REIT)

Key Highlights for Investors

• Offeror and Offer Details: Mindarie Investment Pte. Ltd. (“Offeror”) has launched a mandatory conditional cash offer to acquire all issued and outstanding units in Alpha Integrated Real Estate Investment Trust (“AI-REIT”), excluding those already owned, controlled, or agreed to be acquired by the Offeror and its concert parties.
• Offer Price: S\$0.48 per unit in cash, representing a premium over historical traded prices.
• Offer Conditions: The offer is conditional upon the Offeror and its concert parties holding more than 50% of the total voting rights attributable to issued Units at the close of the offer.
• Significant Pre-Offer Acquisition: On 23 December 2025, Volare Group AG (indirect owner of the Offeror) acquired 241,568,431 Units (approx. 21.47% of AI-REIT) from ESR Group Limited and E-Shang Infinity Cayman Limited for S\$0.40 per Unit, increasing the aggregate holding of the Offeror and concert parties to approx. 41.27%.
• Trading Liquidity and Exit Opportunity: The offer provides an exit opportunity for investors at a premium, especially valuable given the historically low trading liquidity of AI-REIT units.
• Potential Changes to Listing Status: If acceptances exceed 90%, trading of the units on the SGX-ST may be suspended, and the Offeror could be entitled to compulsorily acquire remaining units, potentially leading to delisting.
• Intentions for AI-REIT: The Offeror currently intends to maintain the REIT’s business and listing status but reserves the right to review strategic options post-offer.
• Important Dates: Closing date for the offer is 5:30 p.m. (Singapore time) on 10 February 2026, unless extended.

Detailed Information and Price-Sensitive Developments

1. Offer Price and Premium

The offer price of S\$0.48 per unit represents premiums of:

• 2.1% over the last traded price of S\$0.470 on the last full trading day before the offer announcement
• 3.7% over the 3-month VWAP of S\$0.463
• 9.6% over the 6-month VWAP of S\$0.438
• 14.3% over the 12-month VWAP of S\$0.420

This premium could be attractive to investors, especially considering the low liquidity of the units.

2. Conditionality and Compulsory Acquisition Risk

The offer is conditional on the Offeror and concert parties securing more than 50% of total voting rights. Should they exceed 90%, the Offeror may:

• Trigger a suspension of trading on the SGX-ST, and/or
• Exercise compulsory acquisition rights under Section 295A of the SFA, forcing remaining shareholders to sell at the same terms

There is therefore a material risk of delisting or forced buy-out if acceptances are high.

3. Offeror’s Intentions and Strategic Review

While the Offeror currently intends to maintain AI-REIT’s existing business and listing, it retains discretion to review operations and strategy after the offer closes. This could include changes in management, asset deployment, or investment policy, depending on post-offer circumstances and opportunities.

4. Exit Opportunity Amidst Low Liquidity

The average daily trading volume over the past year was under 0.046% of the issued units, indicating very low market liquidity. The offer allows unitholders to exit at a premium without incurring brokerage costs, which may not otherwise be possible.

5. Financing and Security

The Offeror has secured acquisition financing from UOB, with all units held by Volare and the Offeror, as well as shares of the Offeror, pledged as security for the loan.

6. Key Dates and Acceptance Procedures

• Despatch of Offer Document: 13 January 2026
• Closing Date: 10 February 2026, 5:30 p.m. (Singapore time), unless extended
• Acceptance Procedures: Detailed instructions are provided for holders with units in CDP and physical form; acceptances are irrevocable except as provided under the Code

7. Board and Independent Advice

The independent directors’ views and independent financial adviser’s opinion will be provided within 14 days of the offer document. Shareholders are strongly advised to consider these before taking action.

8. Additional Considerations for CPFIS and SRS Investors

Investors who hold units through CPFIS or SRS will receive further instructions from their agent banks and should respond according to deadlines set by their respective banks.

Potential Share Price Impact

This offer is a significant corporate event for AI-REIT, providing a liquidity event at a premium for all unitholders, and potentially leading to a change in control or even delisting if acceptances are high. Investors should monitor news for updates on acceptances and the intentions of the Offeror as these could materially affect the future value and liquidity of the units.

Disclaimer

This article is intended for informational purposes only and does not constitute investment advice. Investors should review the full offer document, consider all risks, and seek independent financial advice before making any investment decisions. The author and publisher accept no liability for any losses incurred as a result of reliance on the information provided herein.

View Alpha Integrated REIT Historical chart here