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Quarz Capital Management, Ltd. Sends Letter to the Board and Management of Mapletree North Asia Commercial Trust Urging for a Fairer and Higher Merger Offer Price

2022-02-10 15:30 8227

SINGAPORE, Feb. 10, 2022 /PRNewswire/ -- Quarz Capital and its affiliates advise entities that are among the top 10 unitholders of Mapletree North Asia Commercial Trust (the "Trust", "MNACT", or "MAGIC SP"). We have been approached by many MNACT unitholders on Mapletree Commercial Trust's ("MCT") inferior offer for MNACT. We agree that the offer is opportunistic, inadequate and value destructive to MNACT unitholders.

The proposed offer is at a massive ~12% discount to an 'abruptly' lowered MNACT's NAV of S$1.23 in Oct 2021, and is at an even larger discount of ~14% and ~23% to MNACT's NAV of S$1.27 and S$1.41 in March 2021 and March 2020. It is also at one of the highest discount to NAV in the 20-year history of the Singapore REIT market.

In additional to the discount to NAV, MNACT unitholders will also suffer a nearly ~11% drop in NAV and a ~9% reduction in DPU.

The merger offer is even more illogical when we consider that ~25% of the current MNACT portfolio were purchased near NAV from the sponsor and the market in the last 4 years. The merger offer will now compel MNACT unitholders to 'sell' these assets substantially below NAV to the merged entity.

The value destructive merger offer also does not reflect the immense benefits and advantages conferred on MCT unitholders in the enlarged entity such as the embedded DPU upside catalysts in MNACT's portfolio, the sizeable gain in DPU and NAV for MCT unitholders and the substantially increase weight of the merged entity in major indices which can lead to a rerating of the unit price.

A fair merger offer must be above MNACT's NAV of S$1.23 with an exchange ratio of >0.68 MCT unit for 1 MNACT unit and at an issue price of S$1.82 per MCT unit. We urge MNACT's board and management to protect unitholders' interest and negotiate for a higher and fairer merger offer above MNACT's NAV.

MNACT's unit price can potentially recover to its pre COVID-19 level of >S$1.2 in 2H2022, driven by attractive key catalysts such as the bottoming and recovery in rental rates at Festival Walk, forecasted entry into the FTSE NAREIT Developed and Developed Asia indices, and rerating to trade in line with the valuation of its commercial and retail peers listed in Japan and Hong Kong (dividend yield of <5%).

Due to the substantial upside potential, MNACT unitholders should unite and negotiate for a better merger price or vote down the merger at the current inferior offer.

Quarz and its affiliates have high regards for the experienced management and board of the enlarged entity. With a higher and fairer merger offer for MNACT, we can be counted on to support the merger offer, take up the scrip-only offer and remain supportive long-term unitholders of Mapletree Pan Asia Commercial Trust.

QUARZ CAPITAL MANAGEMENT ISSUES OPEN LETTER TO THE MANAGEMENT AND BOARD OF MAPLETREE NORTH ASIA COMMERCIAL TRUST (SGX: RW0U)

ALL RECIPIENTS ARE ADVISED TO READ
"IMPORTANT DISCLOSURE INFORMATION"
AT THE END OF THE ATTACHED LETTER

MERGER OFFER OF S$1.08-1.10 VS NAV OF S$1.23 IS "OPPORTUNISTIC", VALUE DESTRUCTIVE AND SIGNIFICANTLY UNDERVALUES MNACT

EXCHANGE RATIO SHOULD BE >0.68x MCT UNIT FOR 1 MNACT UNIT – BASED ON AN ISSUE PRICE OF S$1.82 PER MCT UNIT (SCHEME CONSIDERATION OF >S$1.23)

UNITHOLDERS SHOULD UNITE AND NEGOTIATE FOR BETTER PRICE OR VOTE DOWN MERGER AT CURRENT INFERIOR OFFER

MULTIPLE KEY CATALYSTS CAN POTENTIALLY RERATE MNACT'S PRICE BACK TO PRE-COVID-19 LEVELS OF >S$1.22 (FAR SUPERIOR TO CURRENT OFFER)

VISIT AND REGISTER AT WWW.BETTERMNACT.COMFOR MORE INFORMATION

Dear Ms. Chow, Mr. Ma and Members of the Board,

Quarz Capital & its affiliates advise entities that hold long term investments on behalf of institutions, endowments, and families. These entities are long term unitholders of Mapletree North Asia Commercial Trust (the "Trust", "MNACT", or "MAGIC SP") and among the top 10 unitholders of the Trust.

MNACT's Unit Price can Promptly Rerate Back to >S$1.2 in 2H2022 Driven by Key Catalysts

MNACT has historically delivered far stronger and superior NAV and DPU growth vs Mapletree Commercial Trust ("MCT") since its IPO. In fact, MNACT's NAV and DPU increased by more than ~50% and ~40% respectively in just 6 years post its 2013 IPO to a high of S$1.445 and 7.69 cents in March 2019. This reflected a ~7.2% and ~5.3% CAGR in NAV and DPU since IPO which are potentially ~14% and ~11% higher than MCT's NAV and DPU CAGR. MNACT also enjoys a significantly lower Cost of Debt of ~1.8% vs MCT's ~2.4%.

The strong outperformance of the high quality MNACT portfolio was only temporarily disrupted by Festival Walk's 'stumble' due to the 2019 HK riot and the closing of the HK-China border from 2020 due to COVID-19.

Despite the temporary weakness in Festival Walk, MNACT continues to yield a highly attractive dividend yield of ~6.3%, one of the highest among large cap REITs with reputable sponsors.

Festival Walk's Net Rental Income is down ~20% from FY1H2018 to FY1H2022 but its April-November 2021 retail sales have recovered to more than ~82% of pre-COVID levels (Oct to Dec 2021 sales have potentially surpassed pre COVID-19 levels). As such, we are confident that rental rates at Festival Walk will bottom and rebound going forward. A conservative ~10% recovery in rental rates from the re-opening of the HK-China border and the enactment of the government stimulus plans can drive MNACT's DPU to ~S$0.073 and Dividend Yield to ~6.8%[1]. Link REIT which mainly owns malls comparable to Festival Walk trades at a Dividend Yield of only ~4.8%.

More than 50% of MNACT's rental income are contributed by high quality buildings in Tokyo, Beijing, Shanghai and Seoul and leased to top tier tenants such as BMW, HP, Fujitsu, NTT, and Qualcomm.

We are particularly excited at the prospects of MNACT's fast growing Japan portfolio which already comprises more than ~20% of total assets. Given the resurgence of Japan's manufacturing sector, strong demand and limited new supply in the sub-markets where MNACT's assets are present, and strong global investor interest, we are bullish on the DPU and valuation growth of MNACT's Japan assets. Japan listed REITs with commercial assets trade at dividend yield of less than 5% p.a. with many of them trading above NAV due to these attractive catalysts.

With >75% of MNACT's NPI derived from Asian Developed markets (Hong Kong, Japan, South Korea) since FY 2Q22, MNACT will potentially be a sizeable inclusion in the FTSE NAREIT Developed and Developed Asia indices during its June 2022 review due to its significant free float market capitalization of >~S$2.4billion. The potential increase in institutional following and passive buying following the entry into the indices can significantly rerate MNACT's unit price.

As COVID-19 loses its 'pandemic' status given rising global vaccination rates and the widespread distribution of antiviral COVID pills and treatments, we are confident and bullish that MNACT's NAV, DPU and unit price will stage a strong recovery from 2H2022.

Current Merger Offer Price is Too Low and Value Destructive to MNACT Unitholders

We believe that the proposed merger combining MNACT and MCT to form Mapletree Pan Asia Commercial Trust ("MPACT") is highly compelling and will potentially create a powerful Pan Asian real estate platform.

MCT unit price has however corrected to a more realistic level of S$1.82[2] since the proposed merger announcement (~8% premium to NAV), in line with the valuation of its peers. Investors now understand that despite MCT's resilient portfolio, it has limited growth opportunities in Singapore.

Even if the current merger fails, for MCT to grow its DPU by acquisitions and/or mergers, it must obviously dilute its current portfolio. MCT's previously low dividend yield of ~4.5% also makes its unit price highly vulnerable in an increasingly interest rate sensitive environment when compared to MNACT which trades with a substantially higher and more attractive dividend yield of ~6.3%.

With MCT's price correction, the implied scheme consideration for MNACT is now at a significantly lower level of ~S$1.08-S$1.10 (from S$1.1949).

The implied merger offer is at a massive ~12% discount to an already 'abruptly' lowered MNACT NAV of S$1.23 in Oct 2021. The offer price is at an even larger ~14% and ~23% discounts to MNACT's NAV of S$1.27 and S$1.41 in Mar 2021 and Mar 2020, respectively.

The proposed merger offer price for MNACT is at one of the highest discounts to NAV in the 20-year history of the Singapore REIT market with multiple takeovers and mergers. Nearly all these REITs involved have traded at a discount to NAV prior to the merger/takeover. As such, the 'convenient excuse' that the potential offer for MNACT should be below NAV is completely illogical.

~25% of the current MNACT portfolio were purchased near NAV from the sponsor and the market in the last 4 years and have mostly appreciated in value.

The merger proposal which will compel MNACT unitholders to now 'sell' these assets substantially below NAV is both ludicrous and value-destructive! 

In addition to the lack of NAV premium, MNACT unitholders are also made to suffer a nearly ~11% drop in NAV and a ~9% reduction in DPU.

"Quarz has been Approached by Many MNACT Unitholders on MCT's inferior offer for MNACT. We Agree that the Offer is Value Destructive to Unitholders and Significantly Undervalues MNACT."

We believe that MCT has opportunistically taken advantage of MNACT's depressed NAV and unit price to launch the merger offer and benefit from MNACT's potential sizeable DPU and unit price upside from the above-mentioned key catalysts.

Inferior Merger Offer Price Does Not Account for Substantial Benefits Accrued to MCT unitholders 

The merger offer price which is at a substantial discount to MNACT's NAV also fails to reflect the immense benefits and advantages conferred on MCT unitholders in the enlarged entity.

Catalyst 1: The rebound in Festival Walk's (Hong Kong's equivalent of "Vivocity") rental rate from the re-opening of the HK-China border and stimulus plans will significantly increase DPU.

Festival Walk is one of Hong Kong's largest and busiest suburban malls. It is right next/connected to Kowloon Tong MTR interchange station (intersection between East Rail and Kwun Tong lines), one of the busiest MTR stations. As the main interchange station on the East Rail line, most commuters travelling between Hong Kong Island and Kowloon to the main HK-China land border checkpoints at Lo Wu and Lok Ma Chau will interchange at Kowloon Tong station with easy access to Festival Walk. This provides a sizeable flow of retail customers to Festival Walk.

Festival Walk is also next to the education cluster with a ~40,000 student population such as HK Baptist University, City University of Hong Kong, and Yew Chung International School. Together with an estimated residential population of ~300,000 within a 1km radius, Festival Walk has a strong permanent base of shopping demand.

Despite the impact of COVID-19 and the close border between HK-China, Festival Walk's October to December 2021 retail sales have potentially surpassed pre-Covid levels as HK retail sales continue to rebound.     

The government's potential implementation of further consumption stimulus and the re-opening on the HK-China border in 2H2022 will boost retail demand. We forecast rental rates to bottom in 2H2022 and potentially rebound going forward. A conservative 10% increase in Festival Walk's rental rate can significantly raise MNACT's DPU and Dividend yield to a highly attractive rate of S$0.073 and ~6.8%.

Doubts on the renewal of Festival Walk's 2047 land lease are also unwarranted. A majority of land leases (~30,000) in Kowloon and New Territories expire at and before 2047 due to the Joint Declaration between Britain and China in 1984 and 1997. A number of provisions and renewal of expired land leases by the HK SAR Government since 1997 have clarified that non-renewable leases, may, upon expiry, be extended for a term of 50 years without the payment of additional premium but subject to payment of an annual rent from the date of extension at 3% rateable value as for new leases. While the extension of such leases is wholly at the discretion of the HK SAR Government, almost all the application for renewal of land leases (without right of renewal) with no change in usage have been extended since the policy was put in place[3].   

Catalyst 2: MCT unitholders gain 1) a sizeable ~9% and ~7% increase in DPU and NAV, 2) potential DPU upside from MNACT's catalysts and 3) an attractive exposure to Pan Asian growth opportunities which can potentially rerate its unit price and DPU upside.

With a depleting pipeline of sponsor assets as well as the scarcity and expensive price of quality commercial properties in Singapore, it is highly challenging for MCT to make DPU accretive acquisitions. MCT faces severe constraints in growing DPU and unit price if it just focuses on Singapore assets.

The transformational merger will enable MCT unitholders to immediately book a sizable ~9% and ~7% accretion in DPU and NAV. There are key catalysts embedded within MNACT's portfolio which can further drive DPU and NAV upside for the enlarged entity.

MCT unitholders also inherit an experienced overseas platform with strong track records where they can deploy their strong Singapore asset base to support the purchase DPU-accretive acquisitions across Asia and grow DPU and unit price.

Catalyst 3: Increase in weightage of merged entity by >50% in major indices post-merger will drive potential sizeable passive and active buying and price upside.   

The merger will substantially increase the weightage of MCT by more than 50% in key benchmark indices such as Straits Times, MSCI Singapore, FTSE EPRA NAREIT Developed and Developed Asia. A conservative estimate puts culminative passive buying potentially at more than ~20 days of MCT's current average trading volume.

Being a sizeable position in key indices (Ranked 7th largest REIT in Asia and top 3 largest in the Singapore market) with significant trading liquidity and attractive upside opportunities, we believe that the enlarged entity will be added to a number of active managers' portfolios, potentially further driving up its unit price.

"We urge MNACT's Board and Management to Protect Unitholders' Interest and Negotiate for a Higher and Fairer Merger Offer"

Mapletree Investment, who is the sponsor and owns the managers of MCT and MNACT, is highly regarded and respected by the investment community for its strong emphasis on corporate governance.

A number of minority investors in MNACT are retail investors who have invested their retirement funds and savings due to their trust that the REIT manager will protect their interest.

It is thus disappointing and troubling that the manager of MNACT is pushing for a merger offer at such a sharp discount to NAV and forcing MNACT unitholders to forgo the Trust's promising standalone prospects and suffer substantial DPU and NAV reduction. The sizable value creation benefits of the merger seem mostly skewed in favor of MCT's unitholders.

MNACT's Board and Management Should Initiate a Transparent and Robust Process to Sell the Assets Above NAV of S$1.23 instead of Recommending the Suboptimal Offer of S$1.08-S$1.10 from MCT.

Institutional Shareholder Services ("ISS") and Glass Lewis have recently pointed out several critical issues in the merger process between ESR REIT and ARA Logos Logistic Trust ("ALog Trust") and recommended unitholders to vote against the merger. ISS pointed out that "if ALOG Trust was seeking an exit or increase in size, it should have shopped around for alternative transactions. Instead, the independent committee seems to be satisfied with negotiating one-on-one with just 1 party". Glass Lewis flagged out that "a robust sale process would offer comfort to unitholders that alternatives were evaluated and deemed inferior instead of exclusive negotiations with just 1 party".

It is clear that in addition to the merger offer below NAV, most key metrics such as the negative impact on DPU and NAV are highly unfavorable to MNACT unitholders.  

If MNACT's management and board are truly acting in the best interest of MNACT unitholders, a clearly superior alternative to the current suboptimal offer by MCT would be to initiate a transparent and fair sale process where all interested parties can participate to purchase MNACT's assets above NAV of S$1.23.

We believe that this cash value is easily attainable given that ~25% of the assets were purchased from the sponsor on the market within the last 4 years and the market value of most of these assets have increased since then, reflecting strong market demand. Festival Walk can be sold at higher valuation later when the COVID-19 situation has improved and with the reopening of the HK-China border driving up retail sales and stabilizing rental rates.

The proposed merger between MNACT and MCT is the 2nd largest transaction in Singapore REIT history and will be keenly watched by the investment community. Mapletree's treatment of MNACT minority unitholders will serve as a reference by potential new investors to evaluate their investment in Mapletree-managed REITs.

A Fair Offer must be Above MNACT's NAV of $1.23 with an exchange ratio of >0.68 at an Issue Price of S$1.82 per MCT unit.

Given the correction of MCT's unit price to a more realistic value of S$1.82 in line with peer valuations, the scheme issue price of MCT units at S$2.0039 which is at a huge ~20% premium to MCT's NAV is highly unjustified.

An appropriate issue price for MCT should be S$1.82 per unit and a scrip only unit exchange ratio in excess of 0.68 MCT unit for 1 MNACT unit (>S$1.23). A higher exchange ratio for the scrip only offer would further incentivize MNACT unitholders to exchange all their holdings for new units in the enlarged entity and help lower the leverage level and support its future growth.

We have created a website where unitholders can review additional information on the intrinsic value of MNACT and sign up to receive updates. We will share our views and engage with all unitholders to ensure that all parties understand what we believe is the fair value for a merger with MCT.

We invite all MNACT unitholders to visit and register at the website WWW.BETTERMNACT.COM

A Fair Offer Price Above MNACT's NAV will Reflect Mapletree's Strong Protection of Minority Interest and Emphasize on Corporate Governance

Quarz and its affiliates have high regards for the experienced management and board of the enlarged entity. With a higher and fairer merger offer for MNACT, we can be counted on to support the merger offer, take up the scrip-only offer and remain as supportive long-term unitholders of Mapletree Pan Asia Commercial Trust.

Sincerely yours,  

Jan F. Moermann 
Chief Investment Officer

Havard Chi, CFA
Head of Research

For further information, please visit:
WWW.BETTERMNACT.COM 

IMPORTANT DISCLOSURE INFORMATION 

SPECIAL NOTE REGARDING THIS LETTER 

THIS LETTER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF MAPLETREE NORTH ASIA COMMERCIAL TRUST'S SECURITIES AND ACTION THAT MAPLETREE NORTH ASIA COMMERCIAL TRUST'S BOARD MAY TAKE TO ENHANCE THE VALUE OF MAPLETREE NORTH ASIA COMMERCIAL TRUST'S SECURITIES. OUR VIEWS ARE BASED ON OUR ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE THAT THE INFORMATION WE CONSIDERED IS ACCURATE OR COMPLETE, NOR CAN THERE BE ANY ASSURANCE THAT OUR ASSUMPTIONS ARE CORRECT. MAPLETREE NORTH ASIA COMMERCIAL TRUST'S ACTUAL PERFORMANCE AND RESULTS MAY DIFFER MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSIS. WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD-PARTY TO INCLUDE THEIR INFORMATION IN THIS LETTER. ANY SUCH INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. WE DO NOT RECOMMEND OR ADVISE, NOR DO WE INTEND TO RECOMMEND OR ADVISE, ANY PERSON TO PURCHASE OR SELL SECURITIES AND NO ONE SHOULD RELY ON THIS LETTER OR ANY ASPECT OF THIS LETTER TO PURCHASE OR SELL SECURITIES OR CONSIDER PURCHASING OR SELLING SECURITIES. NOTHING HEREIN SHALL CONSTITUTE OR BE REGARDED AS INVESTMENT ADVICE. ALTHOUGH WE STATE IN THIS LETTER WHAT WE BELIEVE SHOULD BE THE VALUE OF MAPLETREE NORTH ASIA COMMERCIAL TRUST'S SECURITIES, THIS LETTER DOES NOT PURPORT TO BE, NOR SHOULD IT BE READ, AS AN EXPRESSION OF ANY PROJECTION, FORECAST OR PREDICTION AS TO THE PRICE AT WHICH MAPLETREE NORTH ASIA COMMERCIAL TRUST'S SECURITIES MAY TRADE OR MAY BE LIKELY TO TRADE AT ANY TIME. AS NOTED, THIS LETTER EXPRESSES OUR CURRENT VIEWS ON MAPLETREE NORTH ASIA COMMERCIAL TRUST. IT ALSO DISCLOSES OUR CURRENT HOLDINGS OF MAPLETREE NORTH ASIA COMMERCIAL TRUST'S SECURITIES. OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY SELL ANY OR ALL OF OUR HOLDINGS OR INCREASE OUR HOLDINGS BY PURCHASING ADDITIONAL SECURITIES. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS REGARDING MAPLETREE NORTH ASIA COMMERCIAL TRUST WITHOUT UPDATING THIS LETTER OR PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING MAPLETREE NORTH ASIA COMMERCIAL TRUST AND ITS PROSPECTS WITHOUT RELYING ON, OR EVEN CONSIDERING, ANY OF THE INFORMATION CONTAINED IN THIS LETTER. 

As of the publication date of this letter, Quarz Capital Management Ltd. and its affiliates (collectively "Quarz"), others that contributed research to this letter and others that we have shared our research with (collectively, the "Authors") have long positions in and may own options on the securities of MAPLETREE NORTH ASIA COMMERCIAL TRUST and stand to realize gains in the event that the price of such securities increases. Following publication of this letter, the Authors may transact in the securities of MAPLETREE NORTH ASIA COMMERCIAL TRUST. All content in this letter represents the assumptions and opinions of the Authors as of the publication date of this letter. The Authors have obtained all information herein from sources they believe to be accurate and reliable. However, such information is presented "as is", without warranty of any kind – whether express or implied. The Authors make no representation, express or implied, as to the accuracy, timeliness, reliability, fairness or completeness of any such information, opinions or conclusions expressed herein or with regard to the results obtained from its use and no liability whatsoever is accepted for any loss arising directly or indirectly as a result of any person acting upon any information, opinion or conclusion contained in this letter. All expressions of opinion are subject to change without notice, and the Authors do not undertake to update or supplement this letter, or any information, opinions or conclusions contained herein.  

This letter is for informational purposes only and it is not intended as an official confirmation of any transaction. All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice. The information included in this letter is based upon selected public market data and reflects prevailing conditions and the Authors' views as of this date, all of which are accordingly subject to change. The Authors' assumptions, opinions and estimates constitute a best-efforts judgment and should be regarded as indicative, preliminary and for illustrative purposes only.  

Any investment involves substantial risks, including, but not limited to, pricing volatility, inadequate liquidity, and the potential complete loss of principal. The estimated fundamental value of the securities covered herein as expressed in this letter only represents a best effort estimate of the potential fundamental valuation of a specific security, and is not expressed as, or implied as, assessments of the quality of a security, a summary of past performance, or an actionable investment strategy for an investor.  

This letter does not in any way constitute an offer or solicitation of an offer to buy or sell any investment, security, or commodity discussed herein or of any of the affiliates of the Authors. Also, this letter does not in any way constitute an offer or solicitation of an offer to buy or sell any security in any jurisdiction in which such an offer would be unlawful under the securities laws of such jurisdiction. To the best of the Authors' abilities and beliefs, all information contained herein is accurate and reliable. The Authors reserve the rights for their affiliates, officers, and employees to hold cash or derivative positions in any company, entity or securities discussed in this letter at any time. As of the original publication date of this letter, investors should assume that the Authors are holding long position in MAPLETREE NORTH ASIA COMMERCIAL TRUST and have positions in financial derivatives that reference this security and stand to potentially realize gains in the event that the market valuation of MAPLETREE NORTH ASIA COMMERCIAL TRUST's securities is higher than prior to the original publication date. These affiliates, officers, and individuals shall have no obligation to inform any investor about their historical, current, and future trading activities. In addition, the Authors may benefit from any change in the valuation of any other companies, securities, or commodities (if any) discussed in this document. Analysts who prepared this report are compensated based upon (among other factors) the overall profitability of the Authors' operations and their affiliates. The compensation structure for the Authors' analysts is generally a derivative of their effectiveness in generating and communicating new investment ideas and the performance of recommended strategies for the Authors. This could represent a potential conflict of interest in the statements and opinions in the Authors' documents.  

The information contained in this letter may include, or incorporate by reference, forward- looking statements, which would include any statements that are not statements of historical fact. Any or all of the Authors' forward-looking assumptions, expectations, projections, intentions or beliefs about future events may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, most of which are beyond the Authors' control. Investors should conduct independent due diligence, with assistance from professional financial, legal and tax experts, on all securities, companies, and commodities discussed in this letter and develop a stand-alone judgment of the relevant markets prior to making any investment decision.  

FORWARD-LOOKING STATEMENTS 

CERTAIN STATEMENTS CONTAINED IN THIS LETTER ARE FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, STATEMENTS THAT ARE PREDICATIONS OF OR INDICATE FUTURE EVENTS, TRENDS, PLANS OR OBJECTIVES. UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS BECAUSE, BY THEIR NATURE, THEY ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE OR ACTIVITIES AND ARE SUBJECT TO MANY RISKS AND UNCERTAINTIES. DUE TO SUCH RISKS AND UNCERTAINTIES, ACTUAL EVENTS OR RESULTS OR ACTUAL PERFORMANCE MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF THE FUTURE TENSE OR OTHER FORWARD-LOOKING WORDS SUCH AS "VIEW," "BELIEVE," "CONVINCED," "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "ESTIMATE," "SHOULD," "MAY," "WILL," "OBJECTIVE," "PROJECT," "FORECAST," "BELIEVES," "CONTINUE," "STRATEGY," "PROMISING," "POTENTIAL," "POSITION" OR THE NEGATIVE OF THOSE TERMS OR OTHER VARIATIONS OF THEM OR BY COMPARABLE TERMINOLOGY. 

IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS SET FORTH IN THIS LETTER INCLUDE, AMONG OTHER THINGS, THE FACTORS IDENTIFIED IN THE RISK SECTIONS IN MAPLETREE NORTH ASIA COMMERCIAL TRUST'S ANNUAL REPORT FOR THE YEAR ENDED MARCH 31ST, 2021 AND PROSPECTUS. SUCH FORWARD-LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUCTED IN LIGHT OF SUCH FACTORS, AND QUARZ CAPITAL MANAGEMENT IS UNDER NO OBLIGATION, AND EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION, TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. 


[1] MNACT Unit Price of S$1.08 on 8th February 2022

[2] MCT's unit price on 8th February 2022

[3] Lease Extension, Land Department, Government of HK SAR https://www.landsd.gov.hk/en/land-disposal-transaction/extension.html

Source: Quarz Capital Management, Ltd.
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