Astrea 8
Invest For Your Future
FAQ
This Frequently Asked Questions page is to be read together with the Prospectus dated 10 July 2024, and Product Highlights Sheet dated 10 July 2024.
The information on this page, the Prospectus and Product Highlights Sheet should be read as of their respective dates, unless otherwise specified or determined by the context.
All dates and times are Singapore dates and times.
If you have any questions that have not been answered here, feel free to contact us via the contact form here.
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About the Class A-1 Bonds and Class A-2 Bonds
1. How were the interest rates determined?
A portion of the Class A-1 Bonds (S$260m) and Class A-2 Bonds (US$150m) were offered to institutional investors who set the interest rate based on a book-building exercise.
The remaining S$260m Class A-1 Bonds and US$50m Class A-2 Bonds were offered to retail investors at the same interest rate under the respective public offers.
2. What are the key differences between the Class A-1 and Class A-2 Bonds?
Class A-1 Bonds are denominated in S$ while Class A-2 Bonds are denominated in US$.
Class A-1 Bonds are subject to a mandatory call in 5 years, while the Class A-2 Bonds are subject to a mandatory call in 6 years. Refer to question 5 in this FAQ section.
Both Class A-1 Bonds and Class A-2 Bonds are expected to have investment-grade credit ratings with the credit rating of the Class A-1 Bonds expected to be higher than the Class A-2 Bonds.
Class A-1 Bonds bear interest at a rate of 4.35% p.a. while Class A-2 Bonds bear interest at a rate of 6.35% p.a.
If the Class A-1 Bonds and Class A-2 Bonds are not redeemed on their respective Scheduled Call Dates, their annual interest rates will step up one-time to 5.35% and 7.35% respectively after these dates respectively. The Maturity Date of 19 July 2039 is the latest date on which all outstanding Bonds will be redeemed in full.
3. How do the Class A-1 and Class A-2 reserve mechanisms work?
The Reserves Accounts (which cater for the principal repayment of Class A-1 and Class A-2 Bonds), are set up to receive instalments from the first to the tenth Distribution Dates to reserve for Class A-1 Bonds. After Class A-1 Bonds are fully reserved or redeemed, whichever is earlier, 90% of available cash then will start to accumulate in the Reserves Accounts according to the Priority of Payments until there is sufficient cash to cater for the principal repayment of Class A-2 Bonds.
Please refer to the “Priority of Payments” and the “Reserves” sections of the Prospectus for details.
4. Compared to prior Astrea transactions, why is the tenure of the bonds 15 years instead of 10 years?
The Issuer and Manager observe that the legal maturities of other similar PE-backed bonds in the market are typically 15 years. As such, this revision aligns the legal maturities of the Astrea 8 PE Bonds with those similar bonds, which would allow investors to compare them on an apple-to-apple basis and better demonstrate the relative quality of the Astrea 8 PE Bonds with such bonds.
Note that the Class A-1 Bonds and Class A-2 Bonds are subject to mandatory calls at the end of year 5 and year 6 respectively, if conditions are met.
5. Can the Issuer choose not to redeem the Class A-1 Bonds or Class A-2 Bonds on their respective Scheduled Call Dates?
It is mandatory for the Issuer to redeem the Class A-1 Bonds and Class A-2 Bonds on their respective Scheduled Call Dates of 19 July 2029 and 19 July 2030, if the relevant conditions are met. If not, redemption will take place in any subsequent period when such conditions are met.
6. What happens if Class A-1 Bonds and/or Class A-2 Bonds are not redeemed on their respective Scheduled Call Dates?
If the Class A-1 Bonds and Class A-2 Bonds are not redeemed on their respective Scheduled Call Dates, their annual interest rates will step-up one-time to 5.35% and 7.35% respectively after these dates respectively. The Maturity Date of 19 July 2039 is the latest date on which all outstanding Bonds will be redeemed in full.
Please refer to the “Terms and Conditions of the Class A-1 Bonds” and “Terms and Conditions of the Class A-2 Bonds” sections of the Prospectus for details.
7. What does the ‘sf’ in the credit ratings mean?
‘sf’ means ‘structured finance’ and does not change the credit ratings. Final credit ratings of the Bonds will only be assigned on or after the issue date.
8. Are the Astrea 8 PE Bonds guaranteed by the Sponsor or Temasek?
The Bonds are not guaranteed by any entity, including Temasek.
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Risks
9. How will an elevated interest rate environment affect the Transaction Portfolio?
It may increase the cost of borrowing for companies and that may in turn increase the default risk. Exit activities may also be adversely affected, resulting in less distributions.
To mitigate these risks, the Transaction Portfolio is made up of 38 Fund Investments invested into 1,028 Investee Companies, diversified across vintages, regions and sectors. Astrea 8 also has structural safeguards designed to mitigate risks in your investment in the Astrea 8 PE Bonds.
Please refer to the sections “Credit Facility”, “Reserves”, “Maximum Loan-To-Value Ratio”, as well as the “The Fund Investments” sections of the Prospectus for details.
Refer to question 10 on potential risks in this FAQ section.
10. What are the potential risks involved in this investment?
All investments carry risks. This includes investments in bonds. Astrea 8 PE Bond investors face typical risks such as default, interest rate, liquidity, inflation risks, exchange rate risks, adverse macro-economic or market conditions (including those arising from rising or elevated inflation and/or interest rates, armed conflicts or global pandemics) and other risks specific to private equity investments such as:
Investment Risk
The nature of private equity fund investments is that the amount and timing of distributions are uncertain. There is also limited disclosures regarding the performance of the underlying investee companies, some of which could potentially relate to a decline in returns or cash flows of the fund investments.
Market Risk
An adverse change in macro-economic conditions such as rising or elevated inflation and/or interest rates or market conditions resulting from events including changes in the geo-political landscape (such as those arising from armed conflicts), trade tensions, natural disasters or global pandemics could result in falling PE asset valuations and/or reduction in deal activities. This may lead to less distributions from Fund Investments if the underlying investments were sold during a period of declining asset valuations or deal activities.
Leverage Risk
Portfolio PE Funds are likely to employ leverage. Use of leverage may also increase exposure of Investee Companies to adverse financial or economic conditions and impair their ability to finance operational and capital needs. In particular, there is no assurance that the current interest rate levels will not remain elevated or not rise further. The cumulative effect of the use of leverage and adverse financial or economic situations (such as downturns in the economy or deteriorations in the conditions of the Investee Companies or their subsidiaries) could result in substantial losses to the Portfolio PE Fund and/or the Investee Companies, and increasing or elevated interest rates could exacerbate such losses.
Exchange Rate Risk
Class A-2 Bondholders whose investment currency base is not in US$ may be subject to exchange rate fluctuations between their investment currency base and the US$. Such fluctuations may result in foreign exchange losses for these Class A-2 Bondholders.
The risks highlighted above are not exhaustive. Please refer to the section “Risk Factors” (in particular the subsection “- Characteristics of Bonds”) of the Prospectus for a discussion of certain risks in connection with an investment in the Class A-1 Bonds and Class A-2 Bonds.
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Where to Find More Information
11. Where and when are the investor seminars?
The Manager will be conducting a free Management Presentation Event on 15 July 2024, 6:30PM to 8:30PM.
To sign up for the event, please click here.
12. Where can I obtain the Prospectus?
Click here to download the Prospectus, or visit the SGX-ST website under the “Prospectus / Circulars / Offer Documents” section under the “Company Information” tab.
Printed copies of the Prospectus are available at selected DBS/POSB and OCBC bank branches during their opening hours over the Public Offer period:
Branch Address DBS Ang Mo Kio Central Branch
Blk 712A, #01-4066, Ang Mo Kio Avenue 6, Singapore 560712
DBS MBFC Branch
12 Marina Boulevard, Level 3, DBS Asia Central @ MBFC Tower 3, Singapore 018982
DBS Parkway Parade Branch
80 Marine Parade Rd, #01-12, Parkway Parade, Singapore 449269
DBS Plaza Singapura Branch
68 Orchard Rd, #B1-25, Plaza Singapura, Singapore 238839
OCBC Causeway Point Branch
1 Woodlands Square, #01-16 Causeway Point, Singapore 738099
OCBC Centre Branch
65 Chulia Street Mezzanine Floor, OCBC Centre, Singapore 049513
OCBC Jurong East Branch
50 Jurong Gateway Road, #B1-18 Jem, Singapore 608549
POSB Bedok Central
Blk 213, #01-103, Bedok North Street 1, Bedok Town Centre, Singapore 460213
You may also visit the Astrea 8 Transaction page for information on the Bonds.
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Applying for the Class A-1 Bonds and Class A-2 Bonds
13. Which classes of bonds are being offered to the public in Singapore?
Class A-1 Bonds and Class A-2 Bonds are being offered to the retail public in Singapore.
14. Can I apply for both Class A-1 Bonds and Class A-2 Bonds?
Yes, you may make one application for Class A-1 Bonds and one separate application for Class A-2 Bonds during the offering period.
Each application under the Class A-1 Public Offer must be at least S$2,000 or higher (in multiples of S$1,000) in principal amount of Class A-1 Bonds.
Each application under the Class A-2 Public Offer must be at least US$2,000 or higher (in multiples of US$1,000) in principal amount of Class A-2 Bonds.
15. Is there a S$ option for Class A-2 Bonds?
No. Class A-2 Bonds are only offered as a US$ denominated bond.
Refer to question 10 on exchange rate risk in this FAQ section.
16. How do I apply?
The Class A-1 Bonds and A-2 Bonds under the Public Offer will be open for application from 9.00am on 11 July 2024 and close on 17 July 2024, 12.00pm.
You may apply using one of the following manners:
ATMs of DBS (including POSB), OCBC and UOB
Internet banking websites of DBS (including POSB), OCBC and UOB
Mobile banking application of DBS (including POSB), OCBC and UOB
You will need to have a direct Securities Account with Central Depository (CDP) before you can submit an application.
17. How do I make an application for the Class A-2 Bonds which are US$ denominated?
You can make an electronic application for the Class A-2 Bonds in the same manner as Class A-1 Bonds under the respective public offers. While the Class A-2 Bonds are US$ denominated, applications for these Bonds will be made in S$ based on a predetermined exchange rate of US$1.00:S$1.35.
18. Would I be exposed to foreign exchange volatility if my application for Class A-2 Bonds is unsuccessful or partially allocated?
No, all refunds of unsuccessful or partially allocated applications will also be credited in S$ based on the same predetermined exchange rate of US$1.00:S$1.35 during application.
19. Do I receive interest and principal payments for the Class A-2 Bonds in US$ or S$?
Although interest and principal payments on the US$ denominated Class A-2 Bonds are made by the Issuer in US$, if you are a direct securities account holder of CDP who has applied for CDP’s Direct Crediting Service (allowing CDP to credit cash distributions into your designated bank account), you will receive these payments in S$ by default (converted by CDP at such exchange rate provided by CDP’s partner bank).
You may opt-out from receiving payments in S$ via CDP Internet. Upon opting out, your foreign currency cash distribution will not be converted. It will remain in your cash balance with CDP. Please note there is telegraphic transfer fee imposed by CDP in addition to applicable receiving bank charges per withdrawal request.
For more information, refer to the Currency Conversion Service (CCY) section under CDP’s FAQ page at https://www.sgx.com/cdpfaqs.
20. Do I pay any fees as a Bondholder?
A non-refundable administrative fee of S$2 is paid by the applicant for each application.
All on-going fees and expenses for the Astrea 8 transaction will be paid by Astrea 8, and not by the Astrea 8 Bondholders.
21. How do I avoid an invalid application?
Please ensure you submit only one valid application for a Class of Bonds under its public offer. This means that you can apply once each for Class A-1 Bonds and Class A-2 Bonds.
Reasons for invalid applications may include:
- Making multiple applications for a Class of Bonds
- Applying using a joint Central Depository (CDP) account
- NRIC/FIN/Passport number differs in bank records and CDP records
- Name in application differs in bank records and CDP records
22. Can I withdraw my application for the Bond?
You will not be able to withdraw your application once it is submitted through ATM, internet banking, or mobile banking.
23. Can I use my CPF or SRS to apply for the Bonds?
No, you will not be able to apply for the Bonds using CPF or SRS.
24. What are the key dates that I should take note of?
Key Milestone Date/Time Opening of Public Offer 11 July 2024, 9am Closing of Public Offer 17 July 2024, 12pm Allocation & Balloting 18 July 2024 Issuance of Bonds and Settlement 19 July 2024 Listing on SGX-ST, Trading starts 22 July 2024 -
Allocation of Class A-1 Bonds and Class A-2 Bonds
25. Will I have a better chance of getting the Bonds if I apply early?
All valid applications will either be allocated or balloted after the Offer Closing Date in event of oversubscription of the Bonds.
26. Will successful applications be satisfied in full? Is there potential for larger allocations?
Depending on demand, Astrea 8 plans to allocate valid applications as follows:
- All applications of less than S$50,000 for Class A-1 Bonds or less than US$50,000 for Class A-2 Bonds will be allocated in full or in part; and
- Applications of S$50,000 or more for Class A-1 Bonds or US$50,000 or more for Class A-2 Bonds will be balloted, with successful applicants allocated in full or in part.
Astrea 8 reserves the right to change its allocation plan.
27. How will I know whether I have been allocated any Class A-1 Bonds and/or Class A-2 Bonds?
For successful applicants, the number of Class A-1 Bonds and/or Class A-2 Bonds allocated will be credited to your CDP account on 19 July 2024.
CDP Securities Account holders will be able to check on the status of their application by logging in to the CDP Internet portal at https://investors.sgx.com after 5 p.m. on 19 July 2024.
CDP will also send you a notification within three Market Days of the crediting of the bonds to your CDP account.
28. What happens if I do not receive the full amount of my application?
If your application was partially successful, you will be refunded the balance. Refund of partially allocated applications of Class A-1 Bonds will be credited in S$. Refunds of partially allocated applications of Class A-2 Bonds will also be credited in S$ based on the same predetermined exchange rate of US$1.00:S$1.35 during application.
Refunds will be credited to your bank account by 6:00 p.m. on 19 July 2024.
Astrea 8 Prospectus dated 10 July 2024
IMPORTANT NOTICE
Bondholders may lose all or part of their investments arising from default, interest rate, liquidity, inflation risks, exchange rate risks, adverse macro-economic or market conditions (including those arising from rising or elevated inflation and/or interest rates, armed conflicts or global pandemics) and other risks specific to private equity investments such as investment, market and leverage risks.
The Prospectus in respect of the offering by Astrea 8 Pte. Ltd. of the Class A-1 Bonds and Class A-2 Bonds in Singapore is available for collection at selected DBS/POSB and OCBC branches during operating hours until 12.00 noon on 17 July 2024 and anyone wishing to acquire the Class A-1 Bonds and/or Class A-2 Bonds will need to make an application in the manner set out in the Prospectus. This advertisement or publication has not been reviewed by the Monetary Authority of Singapore.
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Prohibition of Sales To EEA and UK Retail Investors
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA") (the "UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
By clicking on the “I Agree” button, I certify that if I am an investor in the EEA:
i. I am a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”); or
ii. I am a non-qualified investor that commits to subscribe for securities in this offering to the total value of at least €100,000 for each separate offer in accordance with Article 1(4)(d) of the UK Prospectus Regulation.