Volare triggers mandatory offer for Alpha Integrated Reit following acquisition of ESR stake

Volare and its concert parties now control 41.27% of the total issued units by AI-Reit, formerly known as Sabana Reit

Mindarie Investment, a wholly owned subsidiary of Swiss-based Volare Group, on Tuesday (Dec 23) launched a mandatory conditional cash offer for all issued and outstanding units of Alpha Integrated Real Estate Investment Trust (AI-Reit) at S$0.48 per unit.

The move comes after Volare acquired a significant stake of AI-Reit, formerly known as Sabana Reit, from ESR Group, triggering the mandatory offer threshold of 30 per cent under the Singapore Code on Take-overs and Mergers.

On Tuesday, Volare entered into a sale and purchase agreement with ESR Group and E-Shang Infinity Cayman Limited to acquire approximately 241.6 million units in AI-Reit.

The units were acquired at S$0.40 per unit. The transaction represented approximately 21.47 per cent of AI-Reit’s total issued units.

Following the acquisition, Volare and its concert parties now control an aggregate of roughly 464.3 million units, representing 41.27 per cent of the total issued units.

As the group’s shareholding has crossed the 30 per cent threshold, it is legally required to make a mandatory general offer for the remaining units it does not already own.

Offer price

The offer price of S$0.48 in cash represents a premium over both recent trading prices as well as the price paid to ESR Group.

The price represents a premium of 2.1 per cent over the last transacted price of S$0.470 on Dec 22, 2025, the last full trading day before the announcement.

It reflects an increase of 9.6 per cent and 14.3 per cent over the volume weighted average price for the six-month and 12-month periods, respectively.

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The offeror noted that trading liquidity for AI-Reit has been low, with the average daily trading volume representing less than 0.046 per cent of total issued units over the past year.

“The offer provides unitholders with an opportunity to exit their investment in the units without incurring brokerage expenses or trading costs, which may otherwise not be available given the low trading liquidity of the units,” the announcement read.

Condition and intention

The offer is conditional upon Volare receiving valid acceptances that would result in Volare and its concert parties holding more than 50 per cent of the voting rights in AI-Reit.

Volare intends to maintain the listing status of AI-Reit on the SGX-ST, the announcement indicated.

The announcement also said that there are no plans to introduce material changes to the Reit’s business, redeploy fixed assets, initiate any major changes to investment policy or discontinue the employment of existing employees.

UOB is acting as the financial adviser to the offeror.

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