First Sponsor Rights Begin Trading as Company Advances Up to S$332.6 Million Convertible Securities Issue

First Sponsor Group’s renounceable rights began trading on the Singapore Exchange at 9:00 a.m. Singapore time on Friday, October 2, moving the company’s planned convertible-securities fundraising into its market phase. The property group is offering up to S$332.6 million in aggregate principal amount of 4.85% Series 3 Tranche 2 perpetual convertible capital securities, with one new security available for every five existing ordinary shares held by eligible shareholders at the record date.

The rights can be traded or split until 5:00 p.m. on October 12. Acceptance and payment for the new securities closes on October 16 at 5:30 p.m., with a later 9:30 p.m. cutoff for eligible electronic applications made through participating-bank ATMs. Because the offer is renounceable, eligible holders may sell their rights during the trading window rather than subscribe, subject to market conditions and the offer rules.

Rights trading runs through October 12

First Sponsor fixed the record date at 5:00 p.m. on September 29. Its shares began trading ex-rights on September 28, meaning investors who bought the ordinary shares from that date were not entitled to the provisional allotment. The company’s September 29 offer information statement confirms the one-for-five basis, the S$1.08 denomination and issue price, and the timetable now governing the rights period.

The fundraising is non-underwritten, so there is no underwriter committed to purchasing any balance left by shareholders. First Sponsor did, however, secure irrevocable undertakings from First Sponsor Capital Limited, Tai Tak Asia Properties Ltd and Chengdu Tianfu Properties Ltd. At the August launch, those three entities held 538.2 million shares in aggregate, or about 47.6% of the company’s issued shares, and each agreed to take up its full entitlement under the rights issue.

Eligible shareholders can also apply for excess Series 3 Tranche 2 securities. The company said preference in allocating excess applications would be given to the rounding of odd lots, while directors and substantial shareholders with influence over day-to-day affairs or the terms of the offer would rank last for odd-lot rounding and excess allocations where the stated conditions apply. That allocation framework is separate from the ordinary one-for-five entitlement.

The new securities extend First Sponsor’s 2024 Series 3

The instruments being offered are subordinated perpetual convertible capital securities. They have no fixed redemption date, carry a 4.85% annual distribution rate on the S$1.08 principal amount and are scheduled to pay distributions semi-annually on January 7 and July 7. The terms also allow First Sponsor, at its sole discretion and subject to the governing conditions, to defer scheduled distributions. Investors therefore are not buying a conventional fixed-maturity bond with an unavoidable coupon timetable.

Each S$1.08 security is convertible into one First Sponsor ordinary share at an initial conversion price of S$1.08, subject to the adjustment provisions in the terms. The Series 3 Tranche 2 securities are designed to be consolidated with the company’s existing Series 3 Tranche 1 securities, which were issued through a 2024 rights issue. That earlier offering placed about S$244.0 million of 4.85% perpetual convertible capital securities on the same S$1.08 denomination and one-for-five basis.

SGX has granted approval in principle for the listing and quotation of up to S$332,606,649.60 of the new securities and up to 307,969,120 conversion shares that could be issued upon conversion. The approval is conditional rather than a statement on the merits of the securities. Among the conditions for quotation of the new tranche are a sufficient spread of holdings to support an orderly market, issuance of the global certificate and dispatch of the relevant Central Depository notification letters.

The maximum headline amount is therefore an upper limit, not a statement that First Sponsor will necessarily receive S$332.6 million. The final amount depends on the number of securities issued and subscribed for under the offer. The non-underwritten structure makes shareholder participation important even though the three undertaking shareholders have committed to their own entitlements.

The capital raise follows a run of Dutch property spending

First Sponsor’s offer materials place the new capital against a period of active investment in the Netherlands. In April, a group subsidiary joined a consortium to acquire a 33% limited-partner interest in the owner of Crowne Plaza Amsterdam-South. First Sponsor said its aggregate cash consideration was €28.9 million, including €11.5 million for the interest itself and about €17.4 million advanced through junior and bridge loan facilities to help repay seller-related loans.

Two months later, the group acquired a 33% membership interest in the cooperative that owns Andaz Amsterdam Prinsengracht. The aggregate cash consideration was €86.3 million, comprising €3.1 million for the membership interest and about €83.2 million provided through a bridge loan to repay debts and loans owed by the cooperative to the sellers. The 122-room hotel sits on Amsterdam’s Prinsengracht, and the acquisition added another income-producing hospitality asset to First Sponsor’s Dutch portfolio.

First Sponsor also agreed in July to acquire the remaining 5% interest in its Dutch Bilderberg hotel portfolio and take over management of the hotel operations from the exiting minority partner. The offer information statement put the aggregate cash consideration for that purchase at about €9.0 million. The company has said part of the rights-issue proceeds will be used to repay borrowings associated with recent Dutch acquisitions, while the broader funding plan also supports expansion of its property holding, property development and property financing businesses.

The Dutch investments fit a strategy First Sponsor has been pursuing for years: building recurring-income property exposure in Europe while retaining development and financing activities in other markets. Its 2026 offer document says the group has interests in residential and commercial properties, including hotels, across the Netherlands, Germany and Italy, and intends to make selective investments where assets complement its existing portfolio. The Andaz acquisition is a direct example of that approach, which is why the Amsterdam property is closely connected to the financing now moving through the rights market.

The next immediate milestone is October 12, when rights trading closes at 5:00 p.m. Singapore time. Shareholders who intend to subscribe rather than sell their rights then face the October 16 acceptance and payment deadline. The new securities can begin trading only after the SGX conditions for listing and quotation have been satisfied.