Announcement • May 27
Times Properties Private Limited completed the acquisition of additional 38.50% stake in Paragon REIT (SGX:SK6U) from other shareholders.
Times Properties Private Limited signed a Implementation agreement to acquire an additional 38.50% stake in Paragon REIT (SGX:SK6U) from other shareholders for approximately SGD 1.1 billion on February 11, 2025. A cash consideration valued at SGD 0.98 per share will be paid by Times Properties Private Limited. As part of consideration, the Scheme Consideration of SGD 0.9800 in cash per Unit provides attractive value to Unitholders, represents premiums of 10.9% and 12.8% to the 1-month and 12-month volume-weighted average price, respectively. In addition, PARAGON REIT has announced it will pay 2H FY2024 cash distributions of 2.33 Singapore cents per Unit. The Scheme Consideration will not be reduced by this amount. The Scheme allows Unitholders to realise their investment in cash at an attractive valuation, with no trading costs, and the ability to immediately reinvest proceeds into other opportunities.
The Scheme will require, amongst others, the following approvals: (i) Approval of Unitholders holding not less than 75% of the voting rights of all Unitholders present and voting in person or by proxy at the extraordinary general meeting (“EGM”); and (ii) Approval of more than 50% of the number of Unitholders representing at least 75% in value of the Units held by Unitholders present and voting in person or by proxy at the Scheme Meeting to approve the Scheme. Cuscaden Peak and its subsidiaries holding 61.5% in PARAGON REIT will abstain from voting on the Scheme. The EGM and Scheme Meeting are expected to be convened by April 2025. Citi confirms that sufficient financial resources are available to TPPL to satisfy in full the aggregate Scheme Consideration payable by TPPL for all the Units to be acquired by TPPL pursuant to the Scheme. Subject to the necessary approvals, it is expected that the Scheme will become effective by end-May 2025. The termination of the Implementation Agreement shall not prejudice the rights of either Party which have accrued or arisen prior to such termination. As of March 7, 2025, all trades in the Rule 12 disclosures are conducted in the ordinary course of business of the Morgan Stanley group, independent of the Scheme, and will not affect the scheme consideration under the Scheme. As of March 7, 2025, the Scheme is required to be approved by the Minority Unitholders at a Scheme Meeting to be convened. Leave of the High Court of the Republic of Singapore (the "Court") is required to convene the Scheme Meeting. In this regard, The Paragon Manager wishes to announce that the Court has directed that the Application be fixed for hearing on 12 March 2025. As of March 12 2025, the Paragon Manager would like to update Unitholders that the Court has today, at the hearing of the Application, granted leave to convene the Scheme Meeting for the purposes of considering and, if thought fit, approving the Scheme. As of March 19, 2025, all trades in the Rule 12 disclosures are conducted in the ordinary course of business of the Morgan Stanley group, independent of the Scheme, and will not affect the scheme consideration under the Scheme. As of April 22, 2025, the deal has been approved by shareholders of Paragon REIT and Paragon IFA are of the opinion that the financial terms of the Scheme are FAIR AND REASONABLE, and advise the Paragon Independent Directors to recommend that Minority Unitholders VOTE IN FAVOUR of the Scheme. The transaction is expected to close on May 26, 2025. As of May 8, 2025, Register of Unitholders that the Court has sanctioned the Scheme.
Citigroup Global Markets Singapore Securities Pte Ltd. acted as financial advisor for Times Properties Private Limited. James Druce of Morgan Stanley Asia (Singapore) Pte. and PrimePartners Corporate Finance Pte. Ltd. acted as financial advisors, PrimePartners Corporate Finance Pte. Ltd. acted as fairness opinion provider and Boardroom Corporate & Advisory Services Pte. Ltd. acted as registrar for Paragon REIT. Sandy Foo, Favian Tan, Chew Xiang and Darren Lim of Rajah & Tann acted as legal advisors to Paragon REIT.
Times Properties Private Limited completed the acquisition of additional 38.50% stake in Paragon REIT (SGX:SK6U) from other shareholders on May 26, 2025.
