Forterra Trust (formerly: Treasury China Trust)

[Boon]

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board wishes to inform the unitholders of Forterra (Unitholders) that it has on 11 November 2014 appointed CIMB Bank Berhad, Singapore Branch as the independent financial adviser (IFA) to advise the directors of the Trustee-Manager who are considered independent for the purposes of the Offer (Independent Directors)....

http://infopub.sgx.com/FileOpen/Appointm...eID=324002

(vested)

This is very interesting - CIMB was the IFA that played a key role in the strategic review process of MIIF which ultimately gone down the path of voluntary liquidation / asset divestments.

(vested)
________________________________________________________________________________________________________________

Macquarie International Infrastructure Fund Limited (MIIF)

OUTCOME OF STRATEGIC REVIEW
Initiatives focused on maximising and returning value to MIIF shareholders

Singapore, 18 December 2012 – The Board of Macquarie International Infrastructure Fund Limited (MIIF) today announced the completion of the Strategic Review which was initiated in June 2012.
The Strategic Review, which included an assessment by CIMB Bank Berhad, Singapore Branch (CIMB) and consultation with a cross section of shareholders, generated the following key observations:
• MIIF’s current share price does not adequately reflect the value of MIIF’s infrastructure businesses;
• MIIF’s current structure may not be the most appropriate structure to reflect the value of its businesses;
• Taiwan Broadband Communications (TBC)........
.
After considering the above observations and assessing the alternatives available to MIIF, the Board has concluded that in order to maximise value for MIIF’s shareholders the strategy for MIIF should change.
As a result, the Board has decided to undertake the following initiatives:
• Distribute existing excess cash to shareholders as a one-off special dividend;
• Commence a joint process with Macquarie Korea Opportunities Fund (MKOF), MIIF’s TBC co-shareholder, to realise maximum value for their investment in TBC;
• Pursue the orderly divestments of MIIF’s interests in HNE, CXP and Miaoli Wind;
• Distribute the proceeds from any divestment to shareholders as soon as practicable; and
• Allow MIIF’s corporate-level debt facility to lapse upon maturity.

http://infopub.sgx.com/FileOpen/MIIFOutc...leID=58376
http://infopub.sgx.com/FileOpen/MIIFIFAA...leID=77960

[holy grail]

I wouldn't look so far into this. This is an IFA that advises on the offer only, unlike IFA for a strategic review, so it's either recommending to accept the offer or not, and i doubt it would wander that far beyond this IMO. Plus this is a business trust unlike a regular listed company so there has to be limitations and differences. I really won't have such faith in any big change: these tycoons don't get rich by being generous.

Hopefully to wait a bit longer in the next few weeks for the tycoon to raise the price a bit (they have not announced they will not raise so I assume there is still room), and then i would be more than happy to get out while the liquidity last! This stock generates some 20%+ return already within a few month's time and there are better stocks out there to switch into and sleep with. Unlike us, I think some of the big SSH may look at the liquidity as something of their concern: afterall this stock never really trades more than a few thousand a day and it must be hard for them to get out, and rarely trades above two dollars, good times or bad times alike. If the offer lapses, the bid and liquidity may be gone in a snap and it may be stuck back into the good old days of a few thousand shares a day and they may be stepping on each other to get out if they know they can't squeeze anything more on the offer, which by then will not be pretty. Finger crossed!

[HitandRun]

these tycoons don't get rich by being generous.

Agree 100%. At the same time, fund managers do not get to be successful by being generous too.

Unlike us, I think some of the big SSH may look at the liquidity as something of their concern: afterall this stock never really trades more than a few thousand a day and it must be hard for them to get out, and rarely trades above two dollars, good times or bad times alike. If the offer lapses, the bid and liquidity may be gone in a snap and it may be stuck back into the good old days of a few thousand shares a day and they may be stepping on each other to get out if they know they can't squeeze anything more on the offer, which by then will not be pretty.

Wow! I wonder how many value fund managers worth their salt think and behave like traders.

[Boon]

I wouldn't look so far into this. This is an IFA that advises on the offer only, unlike IFA for a strategic review, so it's either recommending to accept the offer or not, and i doubt it would wander that far beyond this IMO. Plus this is a business trust unlike a regular listed company so there has to be limitations and differences. I really won't have such faith in any big change: these tycoons don't get rich by being generous.

Hopefully to wait a bit longer in the next few weeks for the tycoon to raise the price a bit (they have not announced they will not raise so I assume there is still room), and then i would be more than happy to get out while the liquidity last! This stock generates some 20%+ return already within a few month's time and there are better stocks out there to switch into and sleep with. Unlike us, I think some of the big SSH may look at the liquidity as something of their concern: afterall this stock never really trades more than a few thousand a day and it must be hard for them to get out, and rarely trades above two dollars, good times or bad times alike. If the offer lapses, the bid and liquidity may be gone in a snap and it may be stuck back into the good old days of a few thousand shares a day and they may be stepping on each other to get out if they know they can't squeeze anything more on the offer, which by then will not be pretty. Finger crossed!

Of course, I would not expect the IFA to come out with a final recommendation to put FT under “Voluntary Liquidation” (VL) – since it has been appointed to give advice on “whether to accept or reject the offer” only.

We are talking about two decision steps here:
1) Advising (by IFA), recommending (by IDs) & deciding (by shareholders) on “whether to reject or accept the offer”
2) Proposing (by board/IDs or shareholders through resolution) and voting (by shareholders) on “whether or not to go into Voluntary Liquidation”

2) is not in existence at the moment – but its viability would be dependent on level of acceptance in 1). If NF fails to cross the 50% mark, chances are 2) would happen. If it crosses the 50% mark, 2) would not happen, unless NF agrees to vote in favor of it.

That said, IMO, in the IFA’s advice/IDs recommendations, “voluntary liquidation” should be a strong enough basis for rejecting the Offer, after all, there seems to be no other better and quicker alternative to maximize shareholders' returns.

(vested)

[Boon]

Looks like a pre-emptive move to me - ha-ha !

(vested)
________________________________________________________________________________________________________________
Update on the Refinancing of The Place

Pursuant to Rule 704(31) of the Listing Manual of Singapore Exchange Securities Trading Limited, the Directors also wish to announce that on 18 November 2014, an inter-creditor agreement was entered into with ICBC HQ, CMBCN and Industry and Commercial Bank of China(Asia) Limited (the "Covenantees")pursuant to which it was agreed that prior written consent of the Covenantees shall be obtained if Nan Fung International Holdings Limited, a holding company of the Trustee-Manager:

(a) ceases to be the controlling shareholder of the Trustee-Manager; or
(b) ceases to be the largest unitholder of Forterra;

in the event of breach of any of the above obligations, the covenantees, at its option, shall have the right (but not the obligation) to call an event of default under its respective loan and accelerate the
repayment of the said loan(collectively, the “Covenants”). If an event of default is called, the relevant loanwill be required to repay in full.

As at the date of this announcement, the Covenants have not been triggered.

http://infopub.sgx.com/FileOpen/Update%2...eID=325266

[PekingDuck]

Looks like a pre-emptive move to me - ha-ha !

(vested)
________________________________________________________________________________________________________________
Update on the Refinancing of The Place

Pursuant to Rule 704(31) of the Listing Manual of Singapore Exchange Securities Trading Limited, the Directors also wish to announce that on 18 November 2014, an inter-creditor agreement was entered into with ICBC HQ, CMBCN and Industry and Commercial Bank of China(Asia) Limited (the "Covenantees")pursuant to which it was agreed that prior written consent of the Covenantees shall be obtained if Nan Fung International Holdings Limited, a holding company of the Trustee-Manager:

(a) ceases to be the controlling shareholder of the Trustee-Manager; or
(b) ceases to be the largest unitholder of Forterra;

in the event of breach of any of the above obligations, the covenantees, at its option, shall have the right (but not the obligation) to call an event of default under its respective loan and accelerate the
repayment of the said loan(collectively, the “Covenants”). If an event of default is called, the relevant loanwill be required to repay in full.

As at the date of this announcement, the Covenants have not been triggered.

http://infopub.sgx.com/FileOpen/Update%2...eID=325266

Boon, as of a few weeks ago, it was announced that the re-fi on the place would be at a blended rate of 5.18%. We now have two fixes of RMB 500 and 800m at 7.36% and 6.55% respectively. So either we refix the remaining USD 300m at a very low rate (<4%) to achieve this or the prior release is not achievable..?

pre-emptive by NF in defending their shareholding from an attack by another shareholder in building a stake above their current holding? Surely this would trigger a sale of all assets to meet a potential repayment of the total SGD loan amount?

Sorry, confused..

PK

[GreedandFear]

Looks like a pre-emptive move to me - ha-ha !

(vested)
________________________________________________________________________________________________________________
Update on the Refinancing of The Place

Pursuant to Rule 704(31) of the Listing Manual of Singapore Exchange Securities Trading Limited, the Directors also wish to announce that on 18 November 2014, an inter-creditor agreement was entered into with ICBC HQ, CMBCN and Industry and Commercial Bank of China(Asia) Limited (the "Covenantees")pursuant to which it was agreed that prior written consent of the Covenantees shall be obtained if Nan Fung International Holdings Limited, a holding company of the Trustee-Manager:

(a) ceases to be the controlling shareholder of the Trustee-Manager; or
(b) ceases to be the largest unitholder of Forterra;

in the event of breach of any of the above obligations, the covenantees, at its option, shall have the right (but not the obligation) to call an event of default under its respective loan and accelerate the
repayment of the said loan(collectively, the “Covenants”). If an event of default is called, the relevant loanwill be required to repay in full.

As at the date of this announcement, the Covenants have not been triggered.

http://infopub.sgx.com/FileOpen/Update%2...eID=325266

Boon, as of a few weeks ago, it was announced that the re-fi on the place would be at a blended rate of 5.18%. We now have two fixes of RMB 500 and 800m at 7.36% and 6.55% respectively. So either we refix the remaining USD 300m at a very low rate (<4%) to achieve this or the prior release is not achievable..?

pre-emptive by NF in defending their shareholding from an attack by another shareholder in building a stake above their current holding? Surely this would trigger a sale of all assets to meet a potential repayment of the total SGD loan amount?

Sorry, confused..

PK

I wouldn't read too much into this covenant. It is fairly standard for a bank to ask for an ownership covenant. That way, if there is a change in the controlling shareholder, the banks get a chance to relook at their exposure but, most likely (if the new major shareholder is credible) they will just waive or amend the covenant.

[Boon]

Looks like a pre-emptive move to me - ha-ha !

(vested)
________________________________________________________________________________________________________________
Update on the Refinancing of The Place

Pursuant to Rule 704(31) of the Listing Manual of Singapore Exchange Securities Trading Limited, the Directors also wish to announce that on 18 November 2014, an inter-creditor agreement was entered into with ICBC HQ, CMBCN and Industry and Commercial Bank of China(Asia) Limited (the "Covenantees")pursuant to which it was agreed that prior written consent of the Covenantees shall be obtained if Nan Fung International Holdings Limited, a holding company of the Trustee-Manager:

(a) ceases to be the controlling shareholder of the Trustee-Manager; or
(b) ceases to be the largest unitholder of Forterra;

in the event of breach of any of the above obligations, the covenantees, at its option, shall have the right (but not the obligation) to call an event of default under its respective loan and accelerate the
repayment of the said loan(collectively, the “Covenants”). If an event of default is called, the relevant loanwill be required to repay in full.

As at the date of this announcement, the Covenants have not been triggered.

http://infopub.sgx.com/FileOpen/Update%2...eID=325266

Boon, as of a few weeks ago, it was announced that the re-fi on the place would be at a blended rate of 5.18%. We now have two fixes of RMB 500 and 800m at 7.36% and 6.55% respectively. So either we refix the remaining USD 300m at a very low rate (<4%) to achieve this or the prior release is not achievable..?

pre-emptive by NF in defending their shareholding from an attack by another shareholder in building a stake above their current holding? Surely this would trigger a sale of all assets to meet a potential repayment of the total SGD loan amount?

Sorry, confused..

PK

I wouldn't read too much into this covenant. It is fairly standard for a bank to ask for an ownership covenant. That way, if there is a change in the controlling shareholder, the banks get a chance to relook at their exposure but, most likely (if the new major shareholder is credible) they will just waive or amend the covenant.

I believe interest rate of < 4% is achievable for the remaining tranche of the USD loan. Have to wait and see.

The previous management never disclosed any similar loan related “ownership covenant” before.

The covenant of the interest rate swap (IRS) was disclosed in August this year:
http://media.corporate-ir.net/media_file...082014.pdf

Under the terms of the Swap Facility, if Nan Fung International Holdings Limited, a holding company of the Trustee-Manager, ceases to own, whether directly or indirectly through its subsidiaries or nominees:
(a) 100 per cent. of the paid-up share capital of the Trustee-Manager; or
(b) at least 25 per cent of the total number of issued units of Forterra,
(collectively, the "Covenants")
the Swap Facility may be early terminated at the option of the swap counterparty upon seven (7) calendar days' prior written notice to Forterra.

Now, under the new TP loan covenant:
prior written consent of the Covenantees shall be obtained if Nan Fung International Holdings Limited, a holding company of the Trustee-Manager:

(a) ceases to be the controlling shareholder of the Trustee-Manager; or
(b) ceases to be the largest unitholder of Forterra;

My points are:
1) The bank loans are secured by legal mortgages over the group’s assets. LTV ratio covenant applies.
2) There was no “ownership covenant” requirement for TP loans before under the previous ownership/management – if there were, it would have been disclosed in compliance with rule 704(31).
3) But now there is - under the new ownership/management - Why? After all, which owner (previous or current) has a better credibility?
4) Maybe, the banks are more conservative this time - demanding added/more protections.
5) From the perspective of the banks, what added protection could the bank gain from covenant (b) given that (a) already exist ?
6) NF is the largest shareholders in FT now, with 30.79% stake.
7) Theoretically, its shareholdings could increase to 35% or drop to 27% and still remains as the largest shareholder.
8) Or, its shareholdings could change to 35% or 27%, with someone else being the largest shareholder.
9) Why not set (b) to be “NF must own not less than 30% of FT” ?
10) Would the lenders be “adequately protected” with different conditions of (b) under 7), 8) or 9) given that LTV & (a) are already in place? Bear in mind that both (a) & (b) were non- existence previously. The requirement for NF to be the largest shareholder does not add or increase the level of protection to the lenders beyond what (a) has already been providing, IMO.
11) Perhaps it is just another “coincidence”, perhaps it is just another “convenience” to have.
12) That said, I do agree with “G&F” that the banks would have no problems with a new “credible” major shareholder.
13) Also, I do agree with “PD” that non-compliance of the “ownership covenant” would trigger assets sales by the lenders.
14) “Intentionally” or “coincidence”, IMO, the way in which (b) is structured” serves to play a pre-emptive role in a sense that it would make it comparatively more difficult but not impossible for a potential aspiring major shareholder to raise its stake to a level above that of NF.

(vested)

[greengiraffe]

MIIF is owned by Mac Bank, oneof the world's top investment banker... MIIF is already in the wilderness given the delisting of sister listed funds after the GFC.

CIMB's appointment in that case is simply a "rubber stamp" IMHO. Mac Bank has already exhausted all avenues for MIIF. Whatever could have been sold have been unwind.

Whatever that can't be is simply sitting there... v simple...

U want to have a classic soap opera also need director, cast and plot mah...

Don't think too much... NF is simply biting time going thru motions to tighen its grip until such time...

I don't like companies that assume "control" via substantial stakes - aka Msian style... lack sincerity...

Gd stuff usually disappear without much options for minorities...

Time will tell...

GG

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Board wishes to inform the unitholders of Forterra (Unitholders) that it has on 11 November 2014 appointed CIMB Bank Berhad, Singapore Branch as the independent financial adviser (IFA) to advise the directors of the Trustee-Manager who are considered independent for the purposes of the Offer (Independent Directors)....

http://infopub.sgx.com/FileOpen/Appointm...eID=324002

(vested)

This is very interesting - CIMB was the IFA that played a key role in the strategic review process of MIIF which ultimately gone down the path of voluntary liquidation / asset divestments.

(vested)
________________________________________________________________________________________________________________

Macquarie International Infrastructure Fund Limited (MIIF)

OUTCOME OF STRATEGIC REVIEW
Initiatives focused on maximising and returning value to MIIF shareholders

Singapore, 18 December 2012 – The Board of Macquarie International Infrastructure Fund Limited (MIIF) today announced the completion of the Strategic Review which was initiated in June 2012.
The Strategic Review, which included an assessment by CIMB Bank Berhad, Singapore Branch (CIMB) and consultation with a cross section of shareholders, generated the following key observations:
• MIIF’s current share price does not adequately reflect the value of MIIF’s infrastructure businesses;
• MIIF’s current structure may not be the most appropriate structure to reflect the value of its businesses;
• Taiwan Broadband Communications (TBC)........
.
After considering the above observations and assessing the alternatives available to MIIF, the Board has concluded that in order to maximise value for MIIF’s shareholders the strategy for MIIF should change.
As a result, the Board has decided to undertake the following initiatives:
• Distribute existing excess cash to shareholders as a one-off special dividend;
• Commence a joint process with Macquarie Korea Opportunities Fund (MKOF), MIIF’s TBC co-shareholder, to realise maximum value for their investment in TBC;
• Pursue the orderly divestments of MIIF’s interests in HNE, CXP and Miaoli Wind;
• Distribute the proceeds from any divestment to shareholders as soon as practicable; and
• Allow MIIF’s corporate-level debt facility to lapse upon maturity.

http://infopub.sgx.com/FileOpen/MIIFOutc...leID=58376
http://infopub.sgx.com/FileOpen/MIIFIFAA...leID=77960

[Boon]

According to the following Chinese report, The Place would open its doors to customers on 26-Nov.

http://finance.china.com/fin/xf/201411/14/9654843.html

(vested)
________________________________________________________________________________________________________________

Savills Endeavours to Create A Hub of Urban Life in The Place
18 November 2014

World-leading real estate adviser Savills recently announced that the company will be providing all-round management services for the shopping centre within The Place following its grand opening. Meanwhile, Savills’ ongoing appointment as leasing agent has made significant progress in securing tenants.

A retail destination within the Greater Hongqiao

The Place, a mixed-use project with a total GFA of 377,000 sq m, will comprise a 110,000 sq m one-stop shopping centre with a focus on customer expeience. The shopping centre will introduce various retail brands including international fashion, F&B, cinema, early learning, an indoor playground for kids, beauty salon and spa. In addition to an outdoor collection of international restaurants and bars, The Place also features a 4,800 sq m urban farming space on the roof and a 3,200 sq m grass courtyard, bringing diners closer to nature while they enjoy their meals. Within The Place, public facilities are immediately available for customer convenience, while intellectual service platforms such as WeChat and interactive screens appeal to those with an appetite for instant information exchange.

In terms of foot traffic, an essential concern for retailers, The Place’s shopping centre will benefit greatly from its location in the new Hongqiao commercial centre, with around one million professionals and residents within a 3 km radius. Residents account for around twice the number of workers within a 1.5 km radius ensuring steady footfall on both weekdays and weekends.

The Greater Hongqiao area, where The Place is located, is a high-end commercial centre that has evolved from Hongqiao Economic and Technological Development Zone to incorporate Hongqiao Transportation Hub and surrounding business circles. The Greater Hongqiao area is regarded as an engine for western Shanghai’s growth during the post-Expo era in the same way Greater Pudong is to eastern Shanghai.

A high-profile collection of brands

So far The Place has attracted nearly one hundred international fashion and F&B brands. Four popular brands owned by the Spanish fashion giant Inditex Group, namely Zara, Zara Home, Massimo Dutti and Oysho, have all confirmed their presence. Fast-fashion pioneers such as Uniqlo, Urban revivo, H&M, Moussy and Geox will also be introducing their latest designs.

The Place wouldn’t be “The Place” without the 200 m long Fengshang Street — the only outdoor F&B hub in the area. It offers a diversified dining experience with great international and domestic choices including Element Fresh, Baker & Spice, Blue Frog, Luna, A Twosome Place and Aniseed Saigon. Expected to stay open until dawn, the street will surely become an exciting attraction where people can indulge themselves in the dynamic “to see and be seen” urban nighlife.

Mr Albert Lau, Head and Managing Director of Savills China said, “It is Savills’ honour to be providing leasing and management services for the shopping centre within The Place. We would like to thank Forterra Trust and Nan Fung Group for their on-going trust and support, and it is our shared mission to provide a most comfortable shopping and leisure destination that aspires to deliver pleasant and quality experiences to customers. We will try our best to help The Place become a new hub of urban life.”

Mr Siu Wing Chu, Deputy Managing Director of Savills Shanghai, Head & Senior Director of Savills China Retail commented, “The Place occupies an ideal location that is easily connected to the Hongqiao Transportation Hub. As a result of our leasing campaign, a large number of internationally renowned brands have made a commitment, and their presence, together with a unique restaurant and bar street, will add to the charm and vitality of the surrounding area. I have every confidence that, with our team’s effort, it will become a prime benchmark project in western Shanghai.”

http://www.savills.com.sg/_news/article/...-the-place