Singapore piped-gas supplier CitySpring Infrastructure Trust (CIT) and waste processor Keppel Infrastructure Trust (KIT) will merge to create the city-state’s largest infrastructure-focused business trust, both companies said in a statement to the Singapore Stock Exchange.
The deal will see CitySpring buying out all businesses and assets of Keppel Infrastructure; issuing 1.3 billion new units towards this. Each KIT unit holder will get 2.106 new CIT units in exchange.
The swap ratio has been arrived at based on the market capitalisations of the two companies i.e. S$658 million of KIT and S$753 million of CIT, based on their units’ respective volume weighted average prices for the 180-day period ended on 13 November 2014.
In addition, KIT has today agreed to acquire a 51% stake in Keppel Merlimau Cogen Pte Ltd (KMC),which will form an integral part of the combination.
“After the Combination and the KMC Acquisition, the Combined Trust will be the largest Singapore infrastructure-focused business trust listed on the SGX-ST with a market capitalization that is expected to exceed S$1.9 billion and proforma total assets in excess of S$4 billion,” the companies said.
Upon completion, Keppel Corporation Limited (via its wholly-owned subsidiary, Keppel Infrastructure Holdings Pte Ltd, also known as KI) will become the largest unit holder and Temasek Holdings (private) through its wholly-owned subsidiaries, will become the second largest unit holder in the Combined Trust. Both the unit holders will have with 22.9% and 19.97% ownership, respectively, in the new trust.
CIT will be renamed Keppel Infrastructure Trust (“Combined Trust”) and KIFM (or another related entity of KIFM) will be appointed trustee-manager of the Combined Trust.
“With the support of the unit holders, the transactions will combine KIT and CIT into a flagship infrastructure investment vehicle in Singapore sponsored by KI, offering investors exposure to its large and diversified core infrastructure portfolio,” said Khor Un-Hun, CEO of KIFM.
Tong Yew Heng, CEO of CSIM said the combination and the KMC acquisition were transformational. “With greater scale and critical mass, the Combined Trust will be able to better access the capital markets to pursue meaningful growth opportunities in the future. Such opportunities could include assets incubated by KI in addition to other infrastructure assets that meet our investment criteria,” he added.
Temasek owns 37% in CitySpring, which has a market valuation of $782 million. The Singapore state investment fund also has an equity interest in the parent of Keppel Infrastructure.
Trading in the shares of Keppel Infrastructure Trust and CitySpring Infrastructure Trust has been halted since last Friday. The deal is expected close in the second quarter of 2015.