Perennial China Retail Trust (PCRT)/ St James

Perennial China Retail Trust (PCRT)/ St James: To acquire assets from Perennial Real Estate Holdings (PREH) for $1.56b, to be satisfied by an issue of St James shares at $1.1756 each. This will result in a reverse takeover (RTO), which will transform St James into an integrated real estate owner, developer and manager with assets in Singapore and China. Upon the close of the acquisition, every 50 shares of St James will consolidate into 1 share in PREH. Subjected to the completion of the acquisition, share consolidation and distribution-in-specie of St James' curent business, PREH will make a voluntary conditional offer for the remaining PCRT units it does not own (72.1%) at $0.70 each, to be satisfied via an issue of 819.8m shares at $1.1756 each. PREH intends to privatized PCRT in the event they receive >90% valid acceptances. As the final terms of the deal have not been determined, we try our best to provide a gauge on the share prices of St James and PCRT. For PCRT unitholders, Will receive $0.70/unit via the issue of PREH shares. Share price is currently trading at a 21% discount, given the preliminary stages of the 1) proposed acquisition (St James and PREH), 2) proposed share consolidation 3) approval from St James shareholders on making the offer For St James shareholders, Current share price of $0.064 indicates a 50-into-1 share consolidation into $3.20. The issue of shares for the RTO will dilute the share price closer towards the $1.1756 level.