On Dec 31, 2021, MCT’s manager along with Mapletree North Asia Commercial Trust’s (MNACT) manager announced the proposed merger of MCT and MNACT to form Mapletree Pan Asia Commercial Trust (SGX:N2IU
) (MPACT). The merger was effected by a trust scheme of arrangement, and was approved by the unitholders of both REITs. The trust scheme was effective on July 21, 2022.
A&G and DBS were the legal and financial advisers respectively to MCT’s manager. On Feb 16 this year, it has emerged that DBS advised MCT’s manager (on Oct 18, 2021) that a whitewash waiver was necessary. Mapletree Investments owned 32.6% of MCT at the time, and 38.1% of MNACT. This may have led to an increase in Mapletree Investments’ unitholding such that it would oblige it to make a general offer for MPACT (the name given to the enlarged MCT). A waiver from the requirement to make a general offer is normally granted in cases where independent shareholders’ approval is obtained.
A&G, at a later date (Nov 24m 2021), advised that a whitewash waiver was not necessary. “DBS did not raise any issue with A&G’s advice. Relying on A&G’s advice, the MCT Manager did not make an application to the Council for a whitewash waiver,” the SIC announcement states.
“The MCT Manager reviewed the transaction and sought to confirm the need for a whitewash waiver with A&G again on 6 January 2022. Having reconsidered the issue, A&G advised that a whitewash waiver was necessary,” the statement says.
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Subsequently, MCT’s manager reviewed the transaction, realised the mistake and submitted an application for the whitewash waiver. Hence the SIC took no further action against MCT’s manager.
The the partner of the A&G team advising MCT and its manager voluntarily abstained from undertaking Code-related work for 12 months from Jan 13, and also stopped advising MCT’s manager on the Trust Scheme.
