SINGAPORE (THE BUSINESS TIMES) - Mapletree North Asia Commercial Trust's (MNACT) application for its merger with Mapletree Commercial Trust (MCT) will now be heard by the court on Feb 21 at 10am, instead of Feb 18 at 2.30pm.

The trust scheme application was filed with the court for leave to convene a meeting for MNACT unit holders to cast their votes for the merger.

The merger will see MNACT unit holders receive a scheme consideration of $1.1949 for each MNACT unit held as at the record date to be announced. For each MNACT unit held, unit holders will receive either 0.5963 of a new MCT unit at an issue price of $2.0039 apiece, or a combination of 0.5009 of a consideration unit and $0.1912 in cash.

The total scheme consideration amounts to some $4.2 billion. No more than $417.3 million, or 9.9 per cent of the total consideration, will be fulfilled in cash, with the remaining amount to be satisfied via consideration units, implying a gross exchange ratio of 0.5963 times.

MCT unit holders holding more than half of the total number of votes cast have to first approve the trust scheme as an interested party transaction and agree to the issuance of new MCT units as part of the consideration. Unit holders representing more than 75 per cent of total votes cast will also need to approve the change in MCT fee structure and any required subsequent changes to the trust deed.

Meanwhile, MNACT unit holders representing more than 75 per cent of total votes cast will need to approve proposed amendments to MNACT's trust deed to introduce provisions to facilitate the implementation of the trust scheme. The merger must also be approved by a majority of MNACT unit holders present and voting in person or by proxy representing at least three-fourths in value of the MNACT units held by these unit holders.

Activist investor Quarz Capital Management has urged MNACT unit holders to demand better terms or vote against the deal.

It said in a letter to MNACT's manager dated Feb 9 that the merger values MNACT at a discount to its net asset value, and that the transaction will destroy value for unit holders.

Quarz, which has previously been successful in blocking a Singapore real estate investment trust deal, said it and its affiliates hold stakes that rank them among the top 10 unit holders of MNACT.

If the the MNACT-MNC merger is approved, the combined entity, to be named Mapletree Pan Asia Commercial Trust, will have a theoretical market capitalisation of approximately $10.5 billion. The enlarged platform will be among the top three real estate investment trusts listed in Singapore, behind CapitaLand Integrated Commercial Trust and Ascendas Reit.

The combined portfolio will comprise 18 commercial assets across Singapore, China, Hong Kong, Japan and South Korea, with assets under management of about $17.1 billion. If approved, the merger is expected to be completed around mid-June 2022.

On Friday (Feb 11), MNACT units closed three cents or 2.7 per cent lower at $1.09, while MCT units closed down one cent or 0.5 per cent at $1.839.