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In particular, the units of Manulife US Real Estate Investment Trust have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act. The units of Manulife US Real Estate Investment Trust are only being offered outside the United States in reliance on Regulation S under the U.S. Securities Act or otherwise pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
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Manulife US Real Estate Investment Trust (Manulife US REIT) is a Singapore real estate investment trust (REIT) listed on the Singapore Exchange Securities Trading Limited (the SGX-ST) since 20 May 2016. As at 31 December 2020, Manulife US REIT’s portfolio comprises nine office properties in the United States, with an aggregate net lettable area of 4.7 million sq ft. The nine prime, freehold and Trophy or Class A quality office properties are strategically located in in key markets in California, Georgia, New Jersey and Washington D.C. MSA.
Manulife US REIT is a Singapore listed REIT established with the investment strategy principally to invest, directly or indirectly, in a portfolio of income-producing office real estate in key markets in the United States, as well as real estate-related assets.
In accordance with the requirements of the Listing Manual, Manulife US Real Estate Management Pte. Ltd. (the Manager)'s investment strategy for Manulife US REIT will be adhered to for at least three years following the Listing Date. The Manager's investment strategy for Manulife US REIT may only be changed within three years from the Listing Date if an Extraordinary Resolution is passed at a meeting of Unitholders duly convened and held in accordance with the provisions of the Trust Deed.
Manulife US REIT will be investing in the Properties in the United States through special purpose vehicles (SPVs) that are wholly-owned subsidiaries of the Parent U.S. REIT and organised so as to qualify as U.S. REITs.
U.S. REITs are generally permitted to deduct dividends paid to their shareholders from their U.S. federal (and in most instances, state) taxable income. It is intended that each Property will be acquired and held in a separate U.S. REIT. This structure may facilitate financing on more attractive terms than might be available if the Properties were held by a single U.S. REIT.
Additionally, if Manulife US REIT desires to dispose of any one of the Properties, the exit can be structured as a sale of the shares of the U.S. REIT which owns the Property rather than a sale of the underlying real property, with the goal of simplifying legal transfer and eliminating any otherwise applicable U.S. branch profits tax on the transaction.
The following diagram illustrates the relationship, among others, between Manulife US REIT, the Manager, the Trustee, the U.S. Asset Manager and the Unitholders as at the Listing Date:
* This structure is effective from 24 April 2020. Please refer to the SGX announcement dated 24 April 2020 titled: ‘Restructuring Pursuant to U.S. Tax Regulations
The Manager recognises the importance of driving value creation and is committed to deliver long-term value to its Unitholders and stakeholders. Its long-term success is driven by its key strategies: (1) Organic Growth, (2) Inorganic Growth, (3) Capital Management and (4) Growing Responsibly.
The Manager of Manulife US REIT is wholly owned by the Sponsor, The Manufacturers Life Insurance Company (Manulife), part of the Manulife Group. The Sponsor's parent company, Manulife Financial Corporation (MFC), is a leading international financial services group providing forward-thinking solutions to help people with big financial decisions. It operates as John Hancock in the U.S., and Manulife elsewhere providing financial advice, insurance and wealth and asset management solutions for individuals, groups and institutions.
