
Frequently Asked Questions
All capitalised terms used herein shall have the meanings ascribed to them in the announcement dated 22 July 2015 in relation to the introduction of the Saizen Real Estate Investment Trust Distribution Reinvestment Plan (“DRP”), and the statement containing the terms and conditions of the DRP appended thereto as the Appendix (“DRP Statement”).
The DRP provides Unitholders with the option to elect to reinvest their Distributions to receive Units in lieu of the cash amount of any Distribution which is declared on the Units held by them (after the deduction of applicable income tax, if any).
Unitholders may elect to receive Distributions in the form of fully-paid Units or cash, or a combination of both.
The Manager may, in its absolute discretion, in respect of any Distribution, determine whether the DRP shall apply to such Distribution. An announcement containing information on the relevant procedures and timeline will be made by the Manager if the Manager determines that the DRP is to apply to a particular Distribution.
If, in its absolute discretion, the Manager has not determined that the DRP is to apply to a Distribution, such Distribution shall be paid in cash to Unitholders.
The cash, among other uses, may be retained by Saizen REIT to offset the effects of loan principal amortisation payments. The DRP provides Saizen REIT with an additional tool to manage the regular principal repayment obligations of its long-term loans.
Saizen REIT will benefit from Unitholders’ participation in the DRP as the cash which would otherwise be paid out as distributions may be retained to manage the regular principal repayment obligations of our long-term loans. This progressive and proactive approach to capital management will pave the way for Saizen REIT to increase its flexibility to fund further growth and continue delivering stable returns to Unitholders.
The DRP will benefit Unitholders by providing them with the option to reinvest their cash distribution entitlement to acquire additional Units without having to incur transaction or other related costs. The DRP also offers Unitholders the opportunity to increase their unitholdings in Saizen REIT and to participate in its long-term growth.
The issue of units in lieu of cash under the DRP will also enlarge Saizen REIT’s capital base, strengthen its working capital reserves and improve the liquidity of units.
All Saizen REIT Unitholders are eligible to participate in the DRP, subject to the restrictions on Overseas Unitholders. Please refer to Paragraph 4.4 of the DRP Statement for further information.
For practical reasons and to avoid any violation of the securities laws applicable in countries outside Singapore where Unitholders may have their registered mailing addresses (unless otherwise determined by the Manager), the DRP will not be offered to Overseas Unitholders who have not provided to CDP, not later than three Market Days prior to the Books Closure Date, addresses in Singapore for the service of notices and documents.
Overseas Unitholders who wish to be eligible to participate in the DRP may provide an address in Singapore for the service of notices and documents by notifying Japan Residential Assets Manager Limited (as manager of Saizen Real Estate Investment Trust) c/o The Central Depository (Pte) Limited at 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2, Singapore 138589 (or such other address as may be announced by the Manager from time to time) not later than three Market Days prior to the Books Closure Date. All correspondences and notices will be sent to Unitholders’ last registered mailing addresses with CDP.
Where the DRP is not offered to Overseas Unitholders, Overseas Unitholders who receive or come to have in their possession the DRP Statement and/or a Notice of Election may not treat the same as an invitation to them and are advised to inform themselves of, and to observe, any prohibitions and restrictions, and to comply with any applicable laws and regulations relating to the DRP as may be applicable to them.
Participation in the DRP is optional and non-transferable.
A Unitholder receiving one or more Notices of Election and wishing to receive Units in respect of all of his entitlement to the Qualifying Distribution for all Units held by him must complete and sign all Notices of Election received by him and return the duly completed and signed Notices of Election:
(a) by hand to Japan Residential Assets Manager Limited (as manager of Saizen Real Estate Investment Trust) c/o The Central Depository (Pte) Limited at 9 North Buona Vista Drive, #01-19/20 The Metropolis, Singapore 138588; or
(b) by post in the self-addressed envelope provided (at the sender’s own risk) to Japan Residential Assets Manager Limited (as manager of Saizen Real Estate Investment Trust) c/o The Central Depository (Pte) Limited to Robinson Road Post Office, P.O. Box 1597, Singapore 903147,
or such other addresses as may be announced by the Manager from time to time.
The detailed formula used to compute the number of Units to be allotted and issued to a Unitholder in respect of any Qualifying Distribution is set out in Paragraph 4.8 of the DRP Statement. In general, the formula is as follows:
N = | U x D |
V |
Where:
N is the number of Units to be allotted and issued as fully paid to the Participating Unitholder in respect of such Notice of ElectionWhere:
U is the number of Participating Units held by the Participating Unitholder as at the Books Closure Date for which such Notice of Election relates
D is the Qualifying Distribution (after the deduction of any applicable tax, if any) to which such Notice of Election relates
V is the issue price of a Unit, which shall for the purpose of calculating the number of Units to be allotted and issued as fully paid to Participating Unitholders, pursuant to the Distribution Reinvestment Plan, be an amount in S$ determined by the Manager, at a discount of no more than 10% of the volume weighted average price during the Price Determination Period
Fractional entitlements to the new Units allotted and issued under the DRP will be rounded down to the nearest whole Unit, with the fractional entitlements disregarded.
An announcement on the distribution timeline in respect of any Distribution to which the DRP applies will be published on the websites of the Singapore Exchange (www.sgx.com) and Saizen REIT (www.saizenreit.com.sg) when appropriate.
The Unit issue price, which is determined by the Manager, shall not exceed, nor be set at a discount of more than 10% of the volume weighted average price during the Price Determination Period, i.e. the 10 Business Day period prior to and ending on to the Books Closure Date. Please refer to Paragraph 4.8 of the DRP Statement for further information.
There is presently no brokerage, stamp duty or other transaction costs payable on Units issued and allotted under the DRP.
Unitholders who receive odd lots of Units under the DRP and who wish to trade such odd lots on the SGX-ST should do so on the Unit Share Market, which allows trading of odd lots with a minimum of one Unit.