Forterra Trust (formerly: Treasury China Trust)

Proposed Sale of BLP

Forterra Trust has entered into an agreement to sell the BLP to one of the subsidiary of GLP.

Surprisingly, the proposed sale price is RMB 424 million which is RMB 86 million or 25% HIGHER than its BV of RMB 338 million - fair value by independent valuer. (note : my prediction was +/- 10%, this has surpassed the upper limit of my prediction by 15%)

It looks like another offshore transaction with reversal of Deferred Tax Liability

http://infopub.sgx.com/FileOpen/Clean%20...eID=290112

AR2013 is out

http://infopub.sgx.com/FileOpen/Forterra...eID=290373

Here are some of my observations and comments:

On page 4, it says:

“Basic net asset value (“NAV”) per unit as at 31 December 2013 was S$4.68 (versus S$4.44 as at 31 December 2012), after factoring in deferred tax liability equivalent to S$1.55/unit.”

Comment: it is interesting to note that the DFL equivalent to SGD 1.55 per unit is being singled out and mentioned.

On page 5, it says:

“The Board is delighted to announce that The HQ is now rebranded as The Place to leverage on the reputation and recognition of Nan Fung as “The Place” is the brand that Nan Fung uses for its retail mall in China. The new branding of The Place reflects the strong confidence of Nan Fung in the Trust and its operations in Greater China”

Comment: Is it appropriate to rebrand The HQ into The Place, considering that NF only controls 29.98% of Forterra Trust?

On page 117, it says:

“Finance Costs = SGD 57.280 million = Interest expenses on bank borrowing (SGD 38.201 million) + Interest expenses on convertible debts (= SGD 13.192 million) + Amortization of transaction costs for bank loans and convertible debt securities (= SGD 5.887 million) “

Comment: The finance costs include “amortization” which is a non-cash expense. The interest expenses on convertible debt will cease in September 2014 upon redemption/conversion of the Forum Bond. I would expect finance costs to come down considerably in 2015 with Convertible Bond out of the way. The finance costs would be further reduced if NF could re-finance most of the loans which are due for refinancing in 2015 at lower or cheaper costs.

On page 7, it says:

“Looking forward, with the completion of The Place, the majority of the Trust portfolio (81.7% of the portfolio) will become income-generating with recurrent rental income. This will lead to significant improvements in the cashflow and financial position of the Trust, and lay a strong foundation for its future development.”


Comment: Upon completion of “The Place”, 81.7% of the Trust’s portfolio will become income-generating with recurrent rental income - This would be a big milestone for the Trust as Gross rental of around RMB 700 million or SGD 140 million could potentially be generated from The Place.

(vested)

(09-04-2014, 04:56 PM)Boon Wrote: AR2013 is out

http://infopub.sgx.com/FileOpen/Forterra...eID=290373

Here are some of my observations and comments:

On page 4, it says:

“Basic net asset value (“NAV”) per unit as at 31 December 2013 was S$4.68 (versus S$4.44 as at 31 December 2012), after factoring in deferred tax liability equivalent to S$1.55/unit.”

Comment: it is interesting to note that the DFL equivalent to SGD 1.55 per unit is being singled out and mentioned.

On page 5, it says:

“The Board is delighted to announce that The HQ is now rebranded as The Place to leverage on the reputation and recognition of Nan Fung as “The Place” is the brand that Nan Fung uses for its retail mall in China. The new branding of The Place reflects the strong confidence of Nan Fung in the Trust and its operations in Greater China”

Comment: Is it appropriate to rebrand The HQ into The Place, considering that NF only controls 29.98% of Forterra Trust?

On page 117, it says:

“Finance Costs = SGD 57.280 million = Interest expenses on bank borrowing (SGD 38.201 million) + Interest expenses on convertible debts (= SGD 13.192 million) + Amortization of transaction costs for bank loans and convertible debt securities (= SGD 5.887 million) “

Comment: The finance costs include “amortization” which is a non-cash expense. The interest expenses on convertible debt will cease in September 2014 upon redemption/conversion of the Forum Bond. I would expect finance costs to come down considerably in 2015 with Convertible Bond out of the way. The finance costs would be further reduced if NF could re-finance most of the loans which are due for refinancing in 2015 at lower or cheaper costs.

On page 7, it says:

“Looking forward, with the completion of The Place, the majority of the Trust portfolio (81.7% of the portfolio) will become income-generating with recurrent rental income. This will lead to significant improvements in the cashflow and financial position of the Trust, and lay a strong foundation for its future development.”


Comment: Upon completion of “The Place”, 81.7% of the Trust’s portfolio will become income-generating with recurrent rental income - This would be a big milestone for the Trust as Gross rental of around RMB 700 million or SGD 140 million could potentially be generated from The Place.

(vested)

Hi Boon.
Although one would expect Forterra to be able to refinance at cheaper rates once The Place has been redeveloped and fully let out, I am a bit pessimistic for the simple reason that the existing loans (with the exception of the convertible bond) do not appear outrageously priced. Looking at page 104 of the AR, most of the USD loans are priced at Libor+3% to 4.5% and the RMB loans are at PBOC rate to PBOC x 128%. By comparison, Blackstone Real Estate private equity funds are raising loans against their individual properties in Europe and the US at Libor+3-3.5% and the USD bonds of Chinese property developers yield in the range of 6-9%. The upside would be if they can issue a SGD bond as Singapore bond investors are typically happy with low yields (compared to international investors) but I suspect that we need a couple more years before Forterra is able to raise its profile with Singapore investors.

(Vested).

(09-04-2014, 09:33 PM)GreedandFear Wrote:

(09-04-2014, 04:56 PM)Boon Wrote: AR2013 is out

http://infopub.sgx.com/FileOpen/Forterra...eID=290373

Here are some of my observations and comments:

On page 4, it says:

“Basic net asset value (“NAV”) per unit as at 31 December 2013 was S$4.68 (versus S$4.44 as at 31 December 2012), after factoring in deferred tax liability equivalent to S$1.55/unit.”

Comment: it is interesting to note that the DFL equivalent to SGD 1.55 per unit is being singled out and mentioned.

On page 5, it says:

“The Board is delighted to announce that The HQ is now rebranded as The Place to leverage on the reputation and recognition of Nan Fung as “The Place” is the brand that Nan Fung uses for its retail mall in China. The new branding of The Place reflects the strong confidence of Nan Fung in the Trust and its operations in Greater China”

Comment: Is it appropriate to rebrand The HQ into The Place, considering that NF only controls 29.98% of Forterra Trust?

On page 117, it says:

“Finance Costs = SGD 57.280 million = Interest expenses on bank borrowing (SGD 38.201 million) + Interest expenses on convertible debts (= SGD 13.192 million) + Amortization of transaction costs for bank loans and convertible debt securities (= SGD 5.887 million) “

Comment: The finance costs include “amortization” which is a non-cash expense. The interest expenses on convertible debt will cease in September 2014 upon redemption/conversion of the Forum Bond. I would expect finance costs to come down considerably in 2015 with Convertible Bond out of the way. The finance costs would be further reduced if NF could re-finance most of the loans which are due for refinancing in 2015 at lower or cheaper costs.

On page 7, it says:

“Looking forward, with the completion of The Place, the majority of the Trust portfolio (81.7% of the portfolio) will become income-generating with recurrent rental income. This will lead to significant improvements in the cashflow and financial position of the Trust, and lay a strong foundation for its future development.”


Comment: Upon completion of “The Place”, 81.7% of the Trust’s portfolio will become income-generating with recurrent rental income - This would be a big milestone for the Trust as Gross rental of around RMB 700 million or SGD 140 million could potentially be generated from The Place.

(vested)

Hi Boon.
Although one would expect Forterra to be able to refinance at cheaper rates once The Place has been redeveloped and fully let out, I am a bit pessimistic for the simple reason that the existing loans (with the exception of the convertible bond) do not appear outrageously priced. Looking at page 104 of the AR, most of the USD loans are priced at Libor+3% to 4.5% and the RMB loans are at PBOC rate to PBOC x 128%. By comparison, Blackstone Real Estate private equity funds are raising loans against their individual properties in Europe and the US at Libor+3-3.5% and the USD bonds of Chinese property developers yield in the range of 6-9%. The upside would be if they can issue a SGD bond as Singapore bond investors are typically happy with low yields (compared to international investors) but I suspect that we need a couple more years before Forterra is able to raise its profile with Singapore investors.

(Vested).

Hi GreedandFear,

On page 104 :

“As at 31 December 2013, the effective interest rates for bank borrowings ranged from 3.25% to 4.75%, (2012: 3.43% to 5.07%) per annum for the USD term loans, 6.10% to 7.81%, (2012: 6.40% to 8.24%) per annum for the RMB term loans.”

Out of the SGD equivalent of 709 million loan portfolio, about 66% are USD term loans and 33% RMB term loans.

If ALL RMB term loans could be refinanced with USD term loans with similar interest rates, interests expenses would come down quite significantly which could range from 709*0.0325 = SGD 23 million (lowest) to 709*0.0475 =SGD 33.7 million (highest) – the saving could still be substantial.

Note that from the cash flow statement on page 71, interest paid in 2013 was SGD 42.087 million

(vested)

(09-04-2014, 11:42 PM)Boon Wrote:

(09-04-2014, 09:33 PM)GreedandFear Wrote:

(09-04-2014, 04:56 PM)Boon Wrote: AR2013 is out

http://infopub.sgx.com/FileOpen/Forterra...eID=290373

Here are some of my observations and comments:

On page 4, it says:

“Basic net asset value (“NAV”) per unit as at 31 December 2013 was S$4.68 (versus S$4.44 as at 31 December 2012), after factoring in deferred tax liability equivalent to S$1.55/unit.”

Comment: it is interesting to note that the DFL equivalent to SGD 1.55 per unit is being singled out and mentioned.

On page 5, it says:

“The Board is delighted to announce that The HQ is now rebranded as The Place to leverage on the reputation and recognition of Nan Fung as “The Place” is the brand that Nan Fung uses for its retail mall in China. The new branding of The Place reflects the strong confidence of Nan Fung in the Trust and its operations in Greater China”

Comment: Is it appropriate to rebrand The HQ into The Place, considering that NF only controls 29.98% of Forterra Trust?

On page 117, it says:

“Finance Costs = SGD 57.280 million = Interest expenses on bank borrowing (SGD 38.201 million) + Interest expenses on convertible debts (= SGD 13.192 million) + Amortization of transaction costs for bank loans and convertible debt securities (= SGD 5.887 million) “

Comment: The finance costs include “amortization” which is a non-cash expense. The interest expenses on convertible debt will cease in September 2014 upon redemption/conversion of the Forum Bond. I would expect finance costs to come down considerably in 2015 with Convertible Bond out of the way. The finance costs would be further reduced if NF could re-finance most of the loans which are due for refinancing in 2015 at lower or cheaper costs.

On page 7, it says:

“Looking forward, with the completion of The Place, the majority of the Trust portfolio (81.7% of the portfolio) will become income-generating with recurrent rental income. This will lead to significant improvements in the cashflow and financial position of the Trust, and lay a strong foundation for its future development.”


Comment: Upon completion of “The Place”, 81.7% of the Trust’s portfolio will become income-generating with recurrent rental income - This would be a big milestone for the Trust as Gross rental of around RMB 700 million or SGD 140 million could potentially be generated from The Place.

(vested)

Hi Boon.
Although one would expect Forterra to be able to refinance at cheaper rates once The Place has been redeveloped and fully let out, I am a bit pessimistic for the simple reason that the existing loans (with the exception of the convertible bond) do not appear outrageously priced. Looking at page 104 of the AR, most of the USD loans are priced at Libor+3% to 4.5% and the RMB loans are at PBOC rate to PBOC x 128%. By comparison, Blackstone Real Estate private equity funds are raising loans against their individual properties in Europe and the US at Libor+3-3.5% and the USD bonds of Chinese property developers yield in the range of 6-9%. The upside would be if they can issue a SGD bond as Singapore bond investors are typically happy with low yields (compared to international investors) but I suspect that we need a couple more years before Forterra is able to raise its profile with Singapore investors.

(Vested).

Hi GreedandFear,

On page 104 :

“As at 31 December 2013, the effective interest rates for bank borrowings ranged from 3.25% to 4.75%, (2012: 3.43% to 5.07%) per annum for the USD term loans, 6.10% to 7.81%, (2012: 6.40% to 8.24%) per annum for the RMB term loans.”

Out of the SGD equivalent of 709 million loan portfolio, about 66% are USD term loans and 33% RMB term loans.

If ALL RMB term loans could be refinanced with USD term loans with similar interest rates, interests expenses would come down quite significantly which could range from 709*0.0325 = SGD 23 million (lowest) to 709*0.0475 =SGD 33.7 million (highest) – the saving could still be substantial.

Note that from the cash flow statement on page 71, interest paid in 2013 was SGD 42.087 million

(vested)

Hi Boon.

Yes, if you substitute USD loans for RMB loans, then the interest cost will indeed go lower given that USD LIBOR is currently only around 0.25% but (the US Fed has made it clear that USD rates will rise (probably mid next year) so this benefit may soon be eroded. Of course, by going completely to USD loans, you are also introducing more of an FX mismatch between the RMB assets and USD liabilities ...which is fine provided you are of the view that RMB will either appreciate or be stable against the USD

(Vested).

Another successful asset divestment by Forterra Trust through sale of "offshore" intermediate holding company - this time at 25% above Book Value (= Fair Value as appraised by third party independent property valuer)

COMPLETION OF THE SALE OF BEIJING LOGISTICS PARK, BEIJING, CHINA

http://infopub.sgx.com/FileOpen/Completi...eID=292045

BLP is owned by BDL (Beijing Dream Land Industrial Development Co., Ltd – the Project Company in PRC)
BDL is owned by DLPL (Dream Land Properties Limited – the intermediate offshore holding company in Jersey)
DLPL is owned by CREO in Jersey
CREO is owned by Forterra Trust.
CREO sold offshore intermediate holding company, DLPL, to the Buyer.

(Vested)

The successful “offshore sales” of both Central Plaza and BLP had demonstrated the ability of FT to realize the values of its properties at close to or above their BV (which is at fair value).
- Central Plaza was sold at 7.9% below BV
- BLP was sold at 25% above BV

{If the reversal of DTL (Deferred Tax Liability) were taken into consideration, Central Plaza could be deemed sold at above BV as well}. "Offshore transactions " seem to be the favor way to gain "ownership" of PRC asset by foreigners as compared to "direct transaction" which could be "deemed" as "activity involving speculation on RMB appreciation" by the Chinese authority.

Inclusive of the net cash proceed from the sale of BLP, I guess FT should have around SGD 150 million in cash now (most of which offshore).

How should FT make full use of the available cash? Here are my preferences in orders of descending priorities:

1) Redemption of Forum Bond in September this year (given current share price, there would not be conversion) – amount needed around SGD 83 million – this would get rid of the outrageous high borrowing cost burden of around SGD 10 million per year – very significant saving.
2) Set aside SGD 25.4 million towards dividend payment for 2015 - DPU of 5 cents each in 1H and 2H – Unit-holders deserved to be rewarded from realized capital gain in asset disposal - Recurring income from the completed HQ earn in 2015 could be used towards DPU in 2016.
3) Pay off Loan B (Interest: PBOC*123) and Loan D (Interest: PBOC*128)
4) Pay for development cost of HQ, instead of drawing down more loans (interest: PBOC)

With the stabilized HQ (which I expect at least 90% stablized, latest by end of 2015) + outrageously high interest cost of Forum Bond out of the way + any potential interest cost saving from loan refinancing = FT would be able to earn and pay like a "Reit"

That said, since
a) assets could be realized at close to BV (Fair Value)
b) current condition favor "offshore transactions", with reversal of DTL

to maximise returns to all stakeholders, including NF, the way forward is simply SELL, SELL and SELL
__________________________________________________________________________________________________________________________________________________

Debt (Convertible Bond and Bank Loans) as at 31 Dec 2013

Forum Convertible Bond:
Principal: SGD 59.7 million
Cash Interest: 6%
Deferred Interest: 10.75% (about SGD 23 million)
Maturity: 14 March 2011 to 17 Sept 2014
(Redemption amount at maturity about SGD 83 million)

Loan A: (Huai Hai Mall)
Principal: USD 42.0 million (Equivalent SGD 52.8 million)
Interest: Libor + 3.5%
Maturity: 11 July 2014

Loan B: (Huai Hai Mall)
Principal: RMB 46.0 million (Equivalent SGD 9.6 million)
Interest: PBOC*123%
Maturity: 11 July 2014

Loan C: (Forterra House)
Principal: USD 47.8 million (Equivalent SGD 60.0 million)
Interest: Libor + 4.25%
Maturity: 11 June 2015

Loan D: (Forterra House)
Principal: RMB 47.0 million (Equivalent SGD 9.7 million)
Interest: PBOC*128%
Maturity: 11 June 2015

Loan E: (HQ Existing)
Principal: USD 260.0 million (Equivalent SGD 326.8 million)
Interest: Libor + 3.0%
Maturity: 26 July 2015

Loan F: (HQ Existing)
Principal: USD 23.5 million (Equivalent SGD 29.8 million)
Interest: Libor + 4.5%
Maturity: 02 June 2015

Loan G: (HQ Existing)
Principal: RMB 396.8 million (Equivalent SGD 81.7 million)
Interest: PBOC
Maturity: 02 June 2015

Loan H: (HQ Extension)
Principal: RMB 434.9 million (Equivalent SGD 89.6 million)
Interest: PBOC
Maturity: 17 Feb 2016

Loan I: (Central Park Mall)
Principal: RMB 230.0 million (Equivalent SGD 48.0 million)
Interest: PBOC
Maturity: 25 Sep 2020

(Vested)

(24-04-2014, 12:24 AM)Boon Wrote: The successful “offshore sales” of both Central Plaza and BLP had demonstrated the ability of FT to realize the values of its properties at close to or above their BV (which is at fair value).
- Central Plaza was sold at 7.9% below BV
- BLP was sold at 25% above BV

{If the reversal of DTL (Deferred Tax Liability) were taken into consideration, Central Plaza could be deemed sold at above BV as well}. "Offshore transactions " seem to be the favor way to gain "ownership" of PRC asset by foreigners as compared to "direct transaction" which could be "deemed" as "activity involving speculation on RMB appreciation" by the Chinese authority.

Inclusive of the net cash proceed from the sale of BLP, I guess FT should have around SGD 150 million in cash now (most of which offshore).

How should FT make full use of the available cash? Here are my preferences in orders of descending priorities:

1) Redemption of Forum Bond in September this year (given current share price, there would not be conversion) – amount needed around SGD 83 million – this would get rid of the outrageous high borrowing cost burden of around SGD 10 million per year – very significant saving.
2) Set aside SGD 25.4 million towards dividend payment for 2015 - DPU of 5 cents each in 1H and 2H – Unit-holders deserved to be rewarded from realized capital gain in asset disposal - Recurring income from the completed HQ earn in 2015 could be used towards DPU in 2016.
3) Pay off Loan B (Interest: PBOC*123) and Loan D (Interest: PBOC*128)
4) Pay for development cost of HQ, instead of drawing down more loans (interest: PBOC)

With the stabilized HQ (which I expect at least 90% stablized, latest by end of 2015) + outrageously high interest cost of Forum Bond out of the way + any potential interest cost saving from loan refinancing = FT would be able to earn and pay like a "Reit"

That said, since
a) assets could be realized at close to BV (Fair Value)
b) current condition favor "offshore transactions", with reversal of DTL

to maximise returns to all stakeholders, including NF, the way forward is simply SELL, SELL and SELL
__________________________________________________________________________________________________________________________________________________

Debt (Convertible Bond and Bank Loans) as at 31 Dec 2013

Forum Convertible Bond:
Principal: SGD 59.7 million
Cash Interest: 6%
Deferred Interest: 10.75% (about SGD 23 million)
Maturity: 14 March 2011 to 17 Sept 2014
(Redemption amount at maturity about SGD 83 million)

Loan A: (Huai Hai Mall)
Principal: USD 42.0 million (Equivalent SGD 52.8 million)
Interest: Libor + 3.5%
Maturity: 11 July 2014

Loan B: (Huai Hai Mall)
Principal: RMB 46.0 million (Equivalent SGD 9.6 million)
Interest: PBOC*123%
Maturity: 11 July 2014

Loan C: (Forterra House)
Principal: USD 47.8 million (Equivalent SGD 60.0 million)
Interest: Libor + 4.25%
Maturity: 11 June 2015

Loan D: (Forterra House)
Principal: RMB 47.0 million (Equivalent SGD 9.7 million)
Interest: PBOC*128%
Maturity: 11 June 2015

Loan E: (HQ Existing)
Principal: USD 260.0 million (Equivalent SGD 326.8 million)
Interest: Libor + 3.0%
Maturity: 26 July 2015

Loan F: (HQ Existing)
Principal: USD 23.5 million (Equivalent SGD 29.8 million)
Interest: Libor + 4.5%
Maturity: 02 June 2015

Loan G: (HQ Existing)
Principal: RMB 396.8 million (Equivalent SGD 81.7 million)
Interest: PBOC
Maturity: 02 June 2015

Loan H: (HQ Extension)
Principal: RMB 434.9 million (Equivalent SGD 89.6 million)
Interest: PBOC
Maturity: 17 Feb 2016

Loan I: (Central Park Mall)
Principal: RMB 230.0 million (Equivalent SGD 48.0 million)
Interest: PBOC
Maturity: 25 Sep 2020

(Vested)

There is no doubt that the real value in this stock would be in liquidating its assets given the significant discount to NAV and their ability (so far) to achieve prices at around NAV. It is still not clear to me what Nan Fung's end game is. The two asset disposals were either done by the previous Manager (Central Plaza) or initiated by the previous Manager (BLP) plus Forterra does need the money for capex and the potential redemption of the Forum CB (assuming it is put back to the company), so these asset disposals may not indicate anything about Nan Fung's long term plans. Sadly, given that Nan Fung limited itself to a 29.99% stake (to avoid a general offer), I suspect that they do want to keep this listed vehicle. From a shareholders' perspective, the problem with that is that Singapore investors in REITS and Business Trusts are primarily yield driven so, whereas I suspect that the discount to NAV can be significantly narrowed (post completion of the HQ as well as resumption of dividends), I don't see a catalyst for the share price to reach full NAV. I suspect that a 30% discount to NAV is probably as good as it gets. My biggest concern is whether Nan Fung will start to inject their China assets iinto Forterra and fund that through the issuance of more shares. I guess that scenario is mitigated by (1) currently there is little investor appetite for Forterra shares, (2) I am not sure whether a rights issue would be fully subscribed and (3) if Nan Fung sold its assets to Forterra in return for Forterra shares, that would, presumably, trigger a mandatory offer which I am not sure whether Nan Fung really wants. On the other hand, scenario 3 would allow Nan Fung to get hold of a a significant amount of Forterra shares at a large discount to NAV (if the shares were issued at today's price) and if the GO was not fully successful Nan Fung would then be left with a large share holding in Forterra at attractive prices compared to NAV which may suit them...
I don't know whether shifting Forterra's listing to HK or Shanghai (China has just approved domestic REITs) would be another way of narrowing the discount ?

Vested - patiently....

Hi GreedandFear，

It remains anybody’s guess as to what exactly is NF’s ultimate game plan? The possibilities are many – with varying payoffs

Since the AGM is scheduled to be held next week on 30th April, it offers good opportunities to ask them some probing questions – I wish I could be there but unfortunately I couldn’t as I would still be in Shanghai next week.

I have been trying to find out more through other channels as well – was at the HQ site last week.

NF made its 29.98% stake acquisition of FT in July 2013 before Antony Leung came on board as the CEO in February 2014 – only two months on the job.

Bear in mind that Leung was with Blackstone，the Private Equity Giant, before joining NF . And “PE guys in China real estate” are among the great believers in “value maximization by disposal of assets via offshore transactions” – I guess he probably had done many similar deals before while he was with Blackstone China.

Anything is still possible at this stage, IMO.

(vested)

(24-04-2014, 12:15 PM)GreedandFear Wrote: My biggest concern is whether Nan Fung will start to inject their China assets iinto Forterra and fund that through the issuance of more shares. I guess that scenario is mitigated by (1) currently there is little investor appetite for Forterra shares, (2) I am not sure whether a rights issue would be fully subscribed and (3) if Nan Fung sold its assets to Forterra in return for Forterra shares, that would, presumably, trigger a mandatory offer which I am not sure whether Nan Fung really wants. On the other hand, scenario 3 would allow Nan Fung to get hold of a a significant amount of Forterra shares at a large discount to NAV (if the shares were issued at today's price) and if the GO was not fully successful Nan Fung would then be left with a large share holding in Forterra at attractive prices compared to NAV which may suit them......

I could be wrong on this but here are my thoughts
If NF were to inject assets into FT in return for FT shares
1) Depending on the deal size, “the proposed asset acquisition” may need unit-holders approval (>50% majority vote would be required).
2) Unit-holders approval would also be needed (>50% majority vote would be required) for the issuance of new shares.
3) Due to conflict of interests, NF may not be eligible to vote
4) If the deal is deemed unfair to them by non-controlling unit-holders, they would vote against it.
5) The proposed acquisition would trigger a GO.

(vested)