KEPPEL-KBS US REIT FAQ (RIGHTS ISSUE APPLICATION PROCESS)

 
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KEPPEL-KBS US REIT
FAQ
(RIGHTS ISSUE APPLICATION PROCESS)

Acceptance and Application Period

From                 : 2 November 2018 from 9.00 a.m.
To                   : 19 November 2018 (5.00 p.m. via ARE/ARS forms or 9.30 p.m.
                        through ATMs)

Updated as of 30 October 2018
QUESTIONS ON RIGHTS ISSUE APPLICATION PROCESS
Unless otherwise defined, all terms and references used herein shall bear the same meaning
ascribed to them in the offer information statement dated 30 October 2018 issued in connection with
the Rights Issue (the “Offer Information Statement”).

1. How do I accept the Right Units?

   You can accept your Rights Units through the following modes: -
    Application forms (to be submitted to CDP)
    ATMs of DBS (including POSB) / OCBC / UOB

   The above applies only to Units purchased with cash, and not through the Supplementary
   Retirement Scheme and Unitholders who hold Units through a finance company and/or
   Depository Agent. Please refer to the Offer Information Statement for further details.

2. Can I subscribe for the Rights Units using the ATM networks?

   Yes, this offering is available at any DBS (including POSB), UOB and/or OCBC ATMs. (Note: No
   internet banking available.) You must be a DBS (including POSB), UOB and/or OCBC account
   holder and hold a DBS (including POSB), UOB and/or OCBC ATM card to subscribe for the
   Rights Units through the ATMs of the respective banks.

   Applications via ATMs may be made only from Mondays to Saturdays (excluding public holidays)
   between 7.00 a.m. (except for the opening day; 9.00 a.m.) and 9.30 p.m. Please note that
   applications via ATMs may not be made on Sundays and public holidays.

   Please refer to the Offer Information Statement for further details.

3. Where can I get a copy of the offering document?

   A copy of the Offer Information Statement lodged with the Monetary Authority of Singapore
   (“MAS”) in connection with the Rights Issue is available on SGX-ST’s website at the following
   URL: www.sgx.com under the “Company Information” – “Prospectus / Circulars / Offer
   Documents” – “Keppel-KBS US REIT”. A copy of the Offer Information Statement is also available
   on MAS website at the following URL:

   https://eservices.mas.gov.sg/opera/Public/CIS/ViewSchemeDetail.aspx?schemeID=a146d01dacf
   d458da5c65d5395104021

   You are advised to read the Offer Information Statement carefully before you decide. If in doubt,
   you may wish to consult your stockbroker, bank manager, solicitor, accountant or other
   professional adviser.

4. How do I subscribe for the Rights Units via ATM networks?
   For DBS / POSB ATMs:

       1) Insert DBS or POSB ATM card
       2) Enter PIN
       3) Select “More Services”
       4) Select “ESA-IPO Share / SGS / Investment”
       5) Select “Rights Appln”

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6) Select “KEP-KBS USDR”
   Please refer to the Offer Information Statement for further details.

5. How do I subscribe for the Rights Units via UOB ATMs?
       1) Insert UOB ATM card and enter PIN
       2) Select “Cashcard / Other trans”
       3) Select “Other trans”
       4) Select “Rights / Warrants Application”
       5) Select “KEP-KBS USDR”
6. How do I subscribe for the Rights Units via OCBC ATMs?
       1) Insert OCBC ATM card and enter PIN
       2) Select “More Services”
       3) Select “Investment Services”
       4) Select “Rights Application”
       5) Select “KEP-KBS USDR”
7. I am entitled to 290 Rights Units but by mistake, I have keyed in acceptance for 200 Rights
   Units only at the ATM. Can I go to the ATM and key in a second time to accept the balance
   90 Rights Units? Will this be treated as multiple applications and rejected?
   Yes, you can key in again. It will not be treated as multiple applications.

8. I am entitled to 290 Rights Units and I wanted to subscribe for 200 Rights Units at the ATM
   but I keyed in 290 Rights Units by mistake. Can I get a refund immediately? What is the
   timeline for the refund?
   Please ensure that the amount of Rights Units that you applied for via the ATM is correct.

   Unfortunately, we will not be able to reverse your subscription at all. Your application for 290
   Rights Units will be processed accordingly.

   Refund for any excess application monies will be processed within 5 business days after the
   commencement of listing of the Rights Units and credited back to the same bank account which
   you used to subscribe at the ATM.

9. I am entitled to 290 Rights Units but by mistake, I have skipped the “Entitlements” screen
   and keyed in my application under the “Excess” screen. What should I do?
   To accept your entitlements, kindly go to the ATM again and make another application, this time
   to key in your subscription under the “Entitlements” screen. If you do not key in under the
   “Entitlements” screen, you will not get your entitlements.

   Your excess application will be considered as an application for excess only, which is subject to
   allotment/balloting and availability.

   Your two separate applications will be aggregated and processed.

10. I am entitled to 290 Rights Units. Am I allowed to apply for 10 Excess Rights Units to round
    up my odd lots?
   Yes, you can key in your subscription under the “Entitlement” screen to apply for 10 Excess
   Rights Units to round up your odd lots.

   In the allotment of Excess Rights Units, priority will be given to the rounding of odd lots (if any)
   followed by allotment to the Unitholders who are neither Directors of the Manager nor Substantial

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Unitholders.

   Directors and Substantial Unitholders who have control or influence over Keppel-KBS US REIT or
   the Manager in connection with the day-to-day affairs of Keppel-KBS US REIT, or the terms of the
   Rights Issue, or have representation (direct or through a nominee) on the board of Directors, will
   rank last in priority for the rounding of odd lots and allotment of Excess Rights Units.

   As another example, if you are entitled to 290 Rights Units and applied for 710 Excess Rights
   Units, priority will be given to the rounding of odd lots (i.e. 10 Excess Rights Units to round the
   entitled 290 Rights Units to the nearest 100). The remaining 700 Excess Rights Units may be
   subject to balloting.

11. What if I submitted my applications both via the ATMs and the application forms (i.e. ARE
    forms)? What happens?
   In the event that the applicant accepts the rights entitlements both by way of the ARE and/or the
   ARS (as the case may be) through CDP and/or by way of Electronic Application through the ATM,
   CDP shall be authorised and entitled to accept the applicant’s instructions in whichever mode or a
   combination thereof as it may, in its absolute discretion, deem fit.

   In determining the number of Rights Units which the applicant has validly given instructions to
   accept, the applicant shall be deemed to have irrevocably given instructions to accept the lesser
   of the number of provisionally allotted Rights Units which are standing to the credit of the “Free
   Balance” of his Securities Account as at the Closing Date, and the aggregate number of Rights
   Units which have been accepted by the applicant by way of the ARE and/or the ARS (as the case
   may be) and by Electronic Application through an ATM, and the Manager and/or CDP, in
   determining the number of Rights Units which the applicant has validly given instructions to
   accept, shall be authorised and entitled to have regard to the aggregate amount of payment
   received for the acceptance of Rights Units, whether by way of cashier’s order or banker’s draft in
   US currency drawn on a bank in Singapore accompanying the ARE and/or the ARS or by way of
   the acceptance through the Electronic Application through the ATM of a Participating Bank.

12. How do I make payment?
      Accepting or/or applying using application forms:-

       You need to enclose a cashier’s order or banker’s draft with the application form and submit
       to CDP, payable to “CDP-KEP-KBS REIT USD RIGHTS ISSUE ACCOUNT”

      Accepting and/or applying using ATMs:-

       Your bank account will be debited with the relevant amount at the point of your subscription.

   Note: For CASH applications only. See Q14 for Supplementary Retirement Scheme (“SRS”)
   applications.

13. If I have used SRS funds to purchase my existing units, how do I go about accepting my
    rights units?
   Eligible Unitholders who hold units under the SRS or through a finance company or Depository
   Agent can only accept their provisional allotments of rights units by instructing their relevant bank,
   finance company or Depository Agent to do so on their behalf.

   Any application made by the above-mentioned Unitholders directly to CDP or through ATMs will
   be rejected.

   Such Unitholders should refer to the Offer Information Statement for more details relating to the

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offer procedure in connection with the Rights Issue.

14. Can I use SRS funds to purchase “nil-paid” rights on the SGX-ST?
    SRS monies may not be used for the purchase of “nil-paid” rights from the market.

15. I hold my Units through a finance company / Depository Agent. Am I able to participate in
    the Rights Issue?

    You must instruct the relevant finance company and/or Depository Agent to accept your Rights
    Entitlements and (if applicable) apply for Excess Rights Units on your behalf. Any acceptance and
    (if applicable) application made directly through CDP, Electronic Applications at ATMs of
    Participating Banks, the Unit Registrar and/or the Manager will be rejected.
16. How do I buy/sell my “nil-paid” rights?

    You can buy or sell the “nil-paid” rights on the SGX-ST through your stockbroker, in the same
    manner as you would buy or sell units. The quotes for the “nil-paid” rights counter as displayed on
    the SGX website will appear below the main counter. You will pay the usual brokerage and fees
    as with share transactions.

17. How will the Rights Units trade after they are listed on the SGX-ST?

    The Rights Units will be traded on the Mainboard of the SGX-ST under the book entry (scripless)
    settlement system. For the purposes of trading on the Main Board of the SGX-ST, each board lot
    of units will comprise 100 units.

    All dealings in and transactions (including transfers) of the Rights Units effected through the SGX-
    ST and/or CDP shall be made in accordance with the “Terms and Conditions for Operation of
    Securities Accounts with CDP”, as the same may be amended from time to time, copies of which
    are available from CDP.

18. How will odd lots of Rights Units trade after they are listed on the SGX-ST?

    Unitholders who hold odd lots of units (that is, lots other than board lots of 100 units) and who
    wish to trade in odd lots of units can do so on the Unit Share Market of the SGX-ST.

    Please refer to the Offer Information Statement for further details.

19. What will happen to the “nil-paid” rights of the Ineligible Unitholders?

    A local broker will be appointed to sell these entitlements. The sale of these entitlements will take
    place during the “nil-paid” rights trading period.

    The sale price will be at the discretion of the local broker on an arm’s length basis.

    Net proceeds from the sale of these entitlements (after deducting any related expenses (e.g.
    brokerage fees)) will be averaged of by CDP and returned to these Ineligible Unitholders on a pro-
    rata basis.

    Please refer to the Offer Information Statement for further details.

20. When will the sale of the Ineligible Unitholder’s “nil-paid” rights take place and at what
    price?

    The sale of the “nil-paid” rights will take place during the “nil-paid” rights trading period (i.e. 2
    November 2018 to 13 November 2018). The sale price will be at the discretion of the local broker

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on an arm’s length basis.

21. In the case of SRS accountholders, do they need to instruct the respective bank to sell the
    "nil-paid" rights which they cannot subscribe for due to the annual SRS contribution cap?

   Yes, these SRS account holders should inform their respective approved banks. Their respective
   approved banks should have also sent them instructions on the various procedures and deadlines
   involved.

22. What are the stock codes and stock names that the “nil-paid” rights will be trading under?

   Lot Sizes                         Code                                 Name
   1                                 SCTR                                 Keppel-KBS US REIT R1
   100                               XG3R                                 Keppel-KBS US REIT R

23. I am a Unitholder of Keppel-KBS US REIT but my entitlements do not show up at the ATM
    screen when I tried to subscribe. What should I do?

   Your Rights Entitlements will not be shown on the ATM screens. Instead, you should refer to your
   ARE form, which would show the number of Rights Entitlements which you can subscribe for.

24. If Unitholders’ applications for Excess Rights Units are not successful or only partially
    fulfilled, when and how will the refunds be paid back to them?

   When any acceptance of Rights Entitlements and/or Excess Rights Units application is invalid or
   unsuccessful, the amount paid on acceptance and/or application will be returned or refunded to
   such applicants without interest or any share of revenue or other benefit arising therefrom within 5
   business days after commencement of trading of the Rights Units as follows:

       (i)     where the acceptance and/or application had been made through CDP, by means of
               a crossed cheque drawn on a bank in Singapore and sent by ordinary post at their
               own risk to their mailing addresses maintained with CDP or in such other manner as
               they may have agreed with CDP for the payment of any cash distribution; and

       (ii)    where the acceptance and/or application had been made through Electronic
               Applications via ATMs, by crediting their bank accounts with the relevant Participating
               Banks at their own risk, the receipt by such bank being a good discharge of the
               Manager’s and CDP’s obligations.

   Please refer to the Offer Information Statement for further details.

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OVERSEAS UNITHOLDERS

25. Why can’t foreign Unitholders take part in the Rights Issue?

   The offer, sale and delivery of the Rights Units and the Rights Entitlements may be prohibited or
   restricted in certain jurisdictions under their relevant securities laws.

   Thus, for practical reasons and in order to avoid any violation of the securities legislation or other
   relevant laws applicable in countries (other than in Singapore) where Unitholders may have as
   their addresses registered with CDP, the Rights Issue will not be extended to Ineligible
   Unitholders.

26. Are Unitholders in US eligible to take part in the Rights Issue?

   Only Eligible Unitholders are eligible to participate in the Rights Issue. Eligible Unitholders are
   Unitholders with Units standing to the credit of their securities account with CDP (but do not
   include securities sub-accounts) and whose registered addresses with CDP are in Singapore as
   at the Rights Issue Books Closure Date or who have, at least 3 Market Days prior to the Rights
   Issue Books Closure Date, provided CDP with Singapore addresses for the service of notices and
   documents, but exclude, subject to certain exceptions, Unitholders located, resident or with a
   registered address outside of Singapore.

   Please refer to the Offer Information Statement for further details.

27. Can US Unitholders obtain a copy of the Offer Information Statement?

   The Offer Information Statement is only made available to Unitholders who have Singapore
   mailing addresses.

28. What happens to the Rights Entitlements of the Unitholders who have not provided
    Singapore mailing addresses for the purpose of the Rights Issue?

   Only Eligible Unitholders are eligible to participate in the Rights Issue.

   The Manager may, at its absolute discretion and if it is practicable to do so, arrange for the Rights
   Entitlements which would otherwise have been provisionally allotted to Ineligible Unitholders to be
   sold “nil-paid” on the SGX-ST as soon as practicable after trading of the Rights Entitlements
   commences.

   Proceeds from the sale of “nil-paid” rights will be pooled together and returned to these Ineligible
   Unitholders based on their respective unitholdings determined on the Rights Issue Books Closure
   Date, provided that where the amount of net proceeds to be distributed to any single Ineligible
   Unitholder is less than S$10.00, the Manager shall be entitled to retain or deal with such net
   proceeds as the Manager may, in its absolute discretion, deem fit for the sole benefit of Keppel-
   KBS US REIT.

29. How do Unitholders go about registering their Singapore addresses (if they have one) with
    CDP? And when must this be completed?

   Unitholders are to update their mailing addresses with CDP at least 3 Market Days prior to the
   Rights Issue Books Closure Date.

30. For local nominee companies, how will they know if their overseas Unitholders are eligible
    for the Rights Issue?

   We are unable to comment on the specific procedures of nominee companies. The Offer
   Information Statement sets out the eligibility of Unitholders to participate in the Rights Issue.

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