MISCELLANEOUS http://info.sgx.com/webcorannc.nsf/vwprint_portal/8762689a0bfc7e0d4825770000... Page 1 of 1 4/12/2010 MISCELLANEOUS * Asterisks denote mandatory information Name of Announcer * Company Registration No. Announcement submitted on behalf of Announcement is submitted with respect to * Announcement is submitted by * Designation * DBS BANK LTD 196800306E CACHE LOGISTICS TRUST CACHE LOGISTICS TRUST Seat Moey Eng-Kwok Managing Director Date & Time of Broadcast 09-Apr-2010 23:18:49 Announcement No. 00205 >> ANNOUNCEMENT DETAILS The details of the announcement start here... Announcement Title * CACHE LOGISTICS TRUST-BALLOTING ANNOUNCEMENT Description PLEASE SEE ATTACHED. Attachments CLT.pdf Total size = 45K (2048K size limit recommended)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THE SECURITIES OF CACHE LOGISTICS TRUST HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. (a real estate investment trust constituted on 11 February 2010 under the laws of the Republic of Singapore) OFFERING IN RESPECT OF 474,108,000 UNITS IN CACHE LOGISTICS TRUST ( UNITS ) FOR SUBSCRIPTION AT THE OFFERING PRICE OF S$0.88 PER UNIT COMPRISING: (I) (II) AN INTERNATIONAL PLACEMENT OF 433,108,000 UNITS TO INVESTORS, INCLUDING INSTITUTIONAL AND OTHER INVESTORS IN SINGAPORE (THE PLACEMENT ); AND AN OFFERING OF 41,000,000 UNITS TO THE PUBLIC IN SINGAPORE (THE PUBLIC OFFER ) OF WHICH 14,000,000 UNITS (THE RESERVED UNITS ) WERE RESERVED FOR SUBSCRIPTION BY THE DIRECTORS, MANAGEMENT, EMPLOYEES AND BUSINESS ASSOCIATES OF CWT LIMITED, ARA ASSET MANAGEMENT LIMITED AND THEIR SUBSIDIARIES (THE ELIGIBLE APPLICANTS ). Unless otherwise defined, all capitalised terms herein shall bear the same meaning as used in the prospectus dated 1 April 2010 and registered with the Monetary Authority of Singapore on 1 April 2010 (the Prospectus ). INDICATIONS OF INTEREST AND APPLICATIONS RECEIVED The Board of Directors of ARA-CWT Trust Management (Cache) Limited, as manager of Cache Logistics Trust ( Cache, and the manager of Cache, the Manager ), is pleased to announce that the indications of interest received for the Placement and applications received for the Public Offer and the are as follows: (a) The Placement Indications of interest were received for 3,134,107,736 Units under the Placement (rounded down to the nearest whole number), resulting in the Placement being approximately 7.2 times subscribed based on the 433,108,000 Units available under the Placement. Macquarie Capital Securities (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte. Limited and DBS Bank Ltd were the joint global coordinators, bookrunners and underwriters to the Offering (the Joint Global Coordinators, Bookrunners and Underwriters ). The issue managers for the Offering are Macquarie Capital (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte. Limited and DBS Bank Ltd (together with the Joint Global Coordinators, Bookrunners and Underwriters, the Joint Global Coordinators, Bookrunners and Underwriters and Issue Managers ).
(b) The Public Offer As at the close of the Public Offer at 12.00 p.m. on 8 April 2010, there were 12,729 valid applications for 27,000,000 Units (excluding the 14,000,000 Reserved Units which have been applied for by the Eligible Applicants) available to the public for subscription. In total, these applicants applied for 539,189,000 Units. Based on the aforesaid, the Public Offer was approximately 20.0 times subscribed (based on 27,000,000 Units excluding the 14,000,000 Reserved Units). (c) Reserved Units As at the closing date for the on 6 April 2010, valid acceptances were received for a total of 14,000,000 Reserved Units. Based on the 474,108,000 Units under the Offering, the valid applications received under the Public Offer as at the close of the Public Offer, the aggregate indications of interest received under the Placement as at the close of the book building exercise and the close of the, the Offering is approximately 7.8 times subscribed. PUBLIC OFFER To ensure a reasonable spread of Unitholders, the Joint Global Coordinators, Bookrunners and Underwriters, in consultation with the Manager, have decided on the following basis of allocation for the Public Offer (excluding the 14,000,000 Reserved Units which have been applied for by the Eligible Applicants): Range of Units applied for ( 000) Balloting ratio Number of Units allocated per successful applicant ( 000) Percentage of total number of Units available under the Public Offer (excluding the Reserved Units) 1 to 4 32 : 50 1 6.5% 1,766 5 to 9 25 : 50 2 5.8% 782 10 to 15 20 : 50 5 27.1% 1,465 16 to 49 20 : 50 6 16.2% 730 50 to 99 20 : 50 7 12.5% 484 100 to 499 20 : 50 11 23.4% 575 500 to 999 20 : 50 18 4.3% 64 1,000 and above 20 : 50 25 4.1% 44 Total - - 100.0% 5,910 Number of successful Applicants As stated in the Prospectus, 14,000,000 Units were reserved for application by the Eligible Applicants. Details of the applications received for the Reserved Units are as follows: Range of Units applied for ( 000) Number of Reserved Units applicants 1 to 9 11 10 to 49 23 50 to 99 22 100 to 499 21 500 to 999 9 2
1,000 and above 2 Total 88 Certain directors of the Manager have applied for and have been allocated Reserved Units. (See the section titled Rule 232 and 240 of the Listing Manual for further details.) PLACEMENT The spread of placees under the is as follows: Range of Units applied for ( 000) Number of Placees 1 to 9 492 10 to 49 377 50 to 99 110 100 to 499 212 500 to 999 31 1,000 and above 87 Total 1,309 RULE 232 AND 240 OF THE LISTING MANUAL Pursuant to Rules 232 and Rule 240 of the Listing Manual of Singapore Exchange Securities Trading Limited (the SGX-ST ), and to the best of the knowledge and belief of the Joint Global Coordinators, Bookrunners and Underwriters after having taken all reasonable steps and making all reasonable enquiries, the following persons 1 have been allocated the following numbers of Units under the Offering: Name of holder Relationship Number of Units Circumstances giving rise to the allocation Mr Lim How Teck A director of the Manager 100,000 Allocated under the Mr Lim Hwee Chiang John A director of the Manager and an associate of a substantial shareholder of the Manager (ARA Asset Management Limited) Mr Liao Chung Lik A director of the Manager 300,000 Allocated under the Mr Jimmy Yim Wing Kuen A director of the Manager 600,000 Allocated under the 1 For the avoidance of doubt, these do not include Units which are issued separate from the Offering (as disclosed in the Prospectus) to entities which will become substantial Unitholders immediately after the Offering as a result of such issuance of Units, namely, (i) the aggregate of 89,286,000 Units comprising (a) 77,381,000 Units issued to CWT Limited as part consideration for the acquisition of CWT Cold Hub, and (b) 11,905,000 Units issued to C&P Holdings Pte Ltd as part consideration for the acquisition of C&P Changi Districentre 2 and (ii) the 41,000,000 Units subscribed by JF Asset Management Limited pursuant to a cornerstone subscription agreement dated 18 March 2010 between JF Asset Management Limited and the Manager. 3
Name of holder Ms Stefanie Yuen Thio Mr Moses K. Song Mr Stanley K K Liao Mr Abdulla Hasan Saif ARA Asian Asset Income Fund (which is managed by ARA Strategic Capital I Pte. Ltd.) Mr Daniel Fong Tsoi Nung DBS Asset Management Ltd Fullerton Fund Management Company Ltd. Frontpoint Asian Event Driven Fund L.P. Highbridge Capital Management (HK) Ltd. HwangDBS Investment Management Berhad Relationship Number of Units Circumstances giving rise to the allocation A director of the Manager 50,000 Allocated under the An alternate director of the Manager An associate of a director of the Manager Director of Bank of Islamic Asia, member of same group of companies as DBS Bank Ltd ARA Strategic Capital I Pte. Ltd. is a subsidiary of ARA Asset Management Limited Spouse of a director of one of the sub-underwriters, CIMB-GK Securities Pte. Ltd. companies as DBS Bank Ltd Associate of substantial shareholder of DBS Bank Ltd Morgan Stanley Investment Management Company and the general partner of Frontpoint Asian Event Driven Fund GP, LLC, are each indirect, whollyowned subsidiaries of Morgan Stanley Highbridge Capital Management (HK) Ltd. is an associate of JF Asset Management Limited companies as DBS Bank Ltd Mr Hwang Sing Lue Director of Hwang-DBS (Malaysia) Berhad, member of same group of companies as DBS Bank Ltd JF Asset Management Limited 250,000 Allocated under the 500,000 Allocated under the 500,000 Allocated under the 3,500,000 Allocated under the 22,000 Allocated under the 3,458,000 Allocated under the 6,250,000 Allocated under the 3,500,000 Allocated under the 13,000,000 Allocated under the 550,000 Allocated under the 500,000 Allocated under the Substantial Unitholder 1,200,000 Allocated under the JL Philanthropy Ltd The beneficiary of JL Philanthropy Ltd is JL Charitable Settlement and Mr 4
Name of holder Macquarie Funds Management Hong Kong Limited Macquarie Investment Management Ltd MQ Specialised Investment Management (Singapore) Pte. Limited Mr Ooi Thean Yat Ronald Anthony Standard Chartered Bank, Singapore Branch Relationship Lim Hwee Chiang John is the settlor of JL Charitable Settlement companies as Macquarie Capital Securities (Singapore) Pte. Limited and Macquarie Capital (Singapore) Pte. Limited companies as Macquarie Capital Securities (Singapore) Pte. Limited and Macquarie Capital (Singapore) Pte. Limited companies as Macquarie Capital Securities (Singapore) Pte. Limited and Macquarie Capital (Singapore) Pte. Limited Director and substantial shareholder of one of the subunderwriters, Kim Eng Securities Pte. Ltd. companies as Standard Chartered Securities (Singapore) Pte. Limited Number of Units Circumstances giving rise to the allocation 6,000,000 Allocated under the 8,000,000 Allocated under the COMMENCEMENT OF TRADING AND REFUNDS It is expected that the Units will be credited to the securities accounts of the successful applicants with The Central Depository (Pte) Limited ( CDP ) by 2.00 p.m. on 12 April 2010. The Units are expected to commence trading on a ready basis at 2.00 p.m. on 12 April 2010, subject to the SGX-ST being satisfied that all conditions necessary for the commencement of trading in the Units on a ready basis have been fulfilled. It is expected that there will be NO trading on a when issued basis. Monies paid in respect of unsuccessful applications by way of printed Application Forms are expected to be returned (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post within 24 hours of the balloting (or such shorter period as the SGX-ST may require), at your own risk. Where your application is rejected or accepted in part only, the full amount or the balance of the application monies, as the case may be, will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk within 14 Market Days after the close of the Offering, PROVIDED THAT the remittance accompanying such application which has been presented for payment or other processes has been honoured and the application monies received in the designated unit issue account. 5
Monies paid in respect of Electronic Applications will be returned or refunded (without interest or any share of revenue earned or other benefit arising therefrom) should your Electronic Application be rejected, by automatically crediting your bank account with your Participating Bank, with the relevant amount within 24 hours after balloting (or such shorter period as the SGX-ST may require), after the close of the Offering, PROVIDED THAT the remittance in respect of such application which has been presented for payment or such other processes has been honoured and application monies received in the designated unit issue account. The balance of the application monies paid in respect of Electronic Applications will be returned or refunded (without interest or any share of revenue earned or other benefit arising therefrom) should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank, at your risk, with the relevant amount within 14 Market Days after the close of the Offering, PROVIDED THAT the remittance in respect of such application which has been presented for payment or such other processes has been honoured and application monies received in the designated unit issue account. To find out your initial public offering results status, applicants may call the CDP Phone at 6535 7511 using your T-PIN and keying in the stock code: 6866. To sign up for the service, you may contact CDP Customer Service Officers for an application form. The Board of Directors of the Manager wishes to thank all investors who have applied for the Units, the relevant authorities and all who have helped in one way or another in the initial public offering of Cache, for their support and assistance. The results of the Public Offer as set out in this announcement will be published in The Straits Times on 12 April 2010. Issued by the Joint Global Coordinators, Bookrunners, Underwriters and Issue Managers For and on behalf of ARA-CWT Trust Management (Cache) Limited (as manager of Cache) Important Notice This announcement does not constitute an offer, invitation or solicitation of securities in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. The value of the Units and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager, HSBC Institutional Trust Services (Singapore) Limited, as trustee of Cache, CWT Limited, as the sponsor to the Offering, the Joint Global Coordinators, Bookrunners, Underwriters and Issue Managers or any of their respective affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request that the Manager redeem or purchase their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through 6
trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. This announcement is not an offer or sale of the securities in the United States. Units in Cache may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities of Cache in the United States would be made by means of a prospectus that would contain detailed information about Cache, the Manager and its management, as well as financial statements. Cache does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. This announcement is not to be distributed or circulated outside of Singapore. Any failure to comply with this restriction may constitute a violation of United States securities laws or the laws of any other jurisdiction. 7