Cambridge Industrial Trust against plan to recapitalise; offers itself as replacement
A FIGHT for control of MacArthurCook Industrial Reit (MI-Reit) has broken out after Cambridge Industrial Trust, a 9.76 per cent unitholder, yesterday said it opposes a recapitalisation exercise and is calling a meeting to oust MI-Reit’s present manager and install itself instead.
Chris Calvert, chief executive officer of CIT’s manager, said the exercise – to be voted on next Monday – was ‘unfair and value destructive’ because it was pegged at a 70 per cent discount to net asset value.
MI-Reit has to re-finance $226 million in loans and meet a $90 million obligation to buy the 1A International Business Park property, both by the end of the year, after a number of extensions of deadline.
It appeared to have found a solution earlier this month when it announced a plan to place out some 221 million units – 83 per cent of existing units outstanding – to AMP Capital Holdings, present sponsor AIMS Financial Group and other ‘cornerstone’ investors, at 28 cents a unit.
AMP and AIMS would be co-sponsors of the Reit, which following the transaction would then undertake a fully-underwritten two- for-one rights issue. The placement and rights issue would raise gross proceeds of $217 million and the manager has also arranged for another $215 million in loans.
Mr Calvert, who was formerly CEO of MI-Reit’s manager, said the whole deal ‘in our view is massively value destructive.’ The placement price of 28 cents a unit was 70 per cent discounted to the Reit’s net asset value of 94 cents a unit, and 32 per cent to its volume weighted average price before the announcement of 41.2 cents.
But the steep discounts were necessary to secure the investors’ backing, said Nicholas McGrath, CEO of MI-Reit’s manager. ‘There is a certain risk that (creditor) banks will force the Reit into liquidation,’ so that its assets will attract only firesale prices. ‘It is my judgement that if investors vote these proposals down they will lose all their money,’ he said. ‘It is a very stark choice.’
He added that the $90 million purchase – now valued at just over $70 million – had been arranged by Mr Calvert during his tenure and was weighing the Reit down. ‘The monkey on the back of MI-Reit is we have a $90 million obligation which no bank will touch,’ he said.
CIT said it had a ‘value-accretive’ solution and yesterday issued statements urging other unitholders to block the deal and to support a meeting it is calling to install itself as MI-Reit’s manager. As manager of both CIT and MI-Reit, it would then ‘implement an initiative to take advantage of an enlarged pool of assets to benefit all investors,’ it said.
Mr Calvert said one of the options was a merger between CIT and MI-Reit. Discussions were held early this month, pricing MI-Reit at around 1.1 CIT units or about 48 cents at closing price last Friday. ‘Consolidation is one of the options,’ Mr Calvert said. The alternative was to liquidate the assets and return cash to unitholders, and he said he was confident of getting a reasonable discount on net asset value.
But Mr McGrath said CIT was ‘opportunistic’ and ‘disingenuous’ as it had picked up its close to 10 per cent stake only after the announcement of the recapitalisation exercise. ‘There is no offer from them, there is no plan, no funding,’ he said.
Mr Calvert said CIT would be able to secure financing, although he did not provide details. The present plan also gives millions of dollars in fees and discounts to the parties involved – Standard Chartered Group for placement and underwriting fees, plus management fees and cost recoveries for AIMS, he said. ‘It is unitholders who are losing out,’ he said.
Other opponents to the deal are also rallying. Mohamed Salleh of Second Chance Properties, who said he owns 5 million units personally, said he could not understand how the favoured investors got such a good deal. ‘It’s totally unfair. Why can’t they offer it to all unitholders? If they price (a rights issue) so low I myself will apply for more units, there is no need to get it underwritten.’
Another unitholder, Ang Kong Meng, yesterday circulated a letter to unitholders, calling the proposed transactions ‘most unfair, unethical and oppressive to all existing unitholders’. The directors ‘have over emphasised the going concern problem of MI-Reit’ to induce unitholders to support them, he said.
MI-Reit yesterday closed at 40.5 cents, up five cents, or 14 per cent, on volume of 23 million units. George Wang, who heads AIMS, said he was responsible for ‘about half’ the trades buying up units to bolster his and MI-Reit’s position ahead of the meeting on Monday.
Source : Business Times – 17 Nov 2009
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