FSGL: Announcement on Proposed Subscription of Units in ICD SB Pitt Street Trust and Shares in ICD SB Pitt Street Pty Ltd

General Announcement::Announcement by Associated Company, First Sponsor Group Li... Page 1 of 1

GENERAL ANNOUNCEMENT::ANNOUNCEMENT BY ASSOCIATED COMPANY, FIRST SPONSOR GROUP LIMITED

Issuer & Securities

Issuer/ Manager

CITY DEVELOPMENTS LIMITED

Securities

CITY DEVELOPMENTS LIMITED - SG1R89002252 - C09

Stapled Security

No

Announcement Details

Announcement Title

General Announcement

Date &Time of Broadcast

25-Nov-2019 12:17:13

Status

New

Announcement Sub Title

Announcement by Associated Company, First Sponsor Group Limited

Announcement Reference

SG191125OTHRE08T

Submitted By (Co./ Ind. Name)

Enid Ling Peek Fong

Designation

Company Secretary

Description (Please provide a detailed description of the event in the box below)

First Sponsor Group Limited ("FSGL"), an associated company, has on 25 November 2019 released an announcement relating to Proposed Subscription of Units in ICD SB Pitt Street Trust and Shares in ICD SB Pitt Street Pty Ltd.

For details, please refer to the announcement released by FSGL on the SGX website www.sgx.com

https://links.sgx.com/1.0.0/corporate-announcements/71RJLD4X3QOWB8IW/bf117c4d1... 25/11/2019

Asset Acquisitions and Disposals::SUBSCRIPTION OF UNITS IN ICD SB PITT ST... Page 1 of 1

ASSET ACQUISITIONS AND DISPOSALS::SUBSCRIPTION OF UNITS IN ICD SB PITT STREET TRUST AND SHARES IN ICD SB PITT STREET PTY LTD

Issuer & Securities

Issuer/ Manager

FIRST SPONSOR GROUP LIMITED

Securities

FIRST SPONSOR GROUP LIMITED - KYG3488W1078 - ADN

Stapled Security

No

Announcement Details

Announcement Title

Asset Acquisitions and Disposals

Date &Time of Broadcast

25-Nov-2019 06:55:01

Status

New

Announcement Sub Title

SUBSCRIPTION OF UNITS IN ICD SB PITT STREET TRUST AND SHARES IN ICD SB PITT STREET PTY LTD

Announcement Reference

SG191125OTHR2CTB

Submitted By (Co./ Ind. Name)

Neo Teck Pheng

Designation

Group Chief Executive Officer and Executive Director

Description (Please provide a detailed description of the event in the box below)

Please see attached.

Attachments

FSGL_-_Subscription_of_Units_in_ICD_SB_Pitt_Street_Trust_and_Shares_in_its_Trustee.pdf

Press_Release_-_First_Sponsor_ICD_Property_JV_25Nov.pdf

Total size =232K MB

https://links.sgx.com/1.0.0/corporate-announcements/1I85L4VV5O1H13NY/fd19035... 25/11/2019

FIRST SPONSOR GROUP LIMITED

(Incorporated in the Cayman Islands)

(Company Registration No.: AT-195714)

PROPOSED SUBSCRIPTION OF UNITS IN ICD SB PITT STREET TRUST ABN 74 749 377 894 AND SHARES IN ICD SB PITT STREET PTY LTD ACN 605 393 397

1. INTRODUCTION

1. Proposed Subscription.The Board of Directors of First Sponsor Group Limited ("Company", and collectively with its subsidiaries, "Group") wishes to announce that on 22 November 2019, (1) FS Australia Property 5 Pte. Ltd. ("FSAP5"), the Company's wholly- owned subsidiary incorporated in Singapore, (2) Applewood Holdings Pty Ltd ACN 637 391 407 ("Applewood"), a company incorporated in Australia, (3) Bull-Oak Investments Limited ("Bull-Oak"), a company incorporated in Hong Kong, (4) ICD SB Pitt Street Pty Ltd, a company incorporated in Australia, ("Trustee") in its personal capacity and in its capacity as trustee of the ICD SB Pitt Street Trust ("Trust"), (5) P0009 Pitt Street Pty Ltd, a company incorporated in Australia, ("Existing Holder") and (6) ICD Land Pty Ltd, a company incorporated in Australia, ("ICD Land") entered into a conditional equity subscription agreement ("ESA") pursuant to which FSAP5, Applewood and Bull-Oak (collectively, "Subscribers") agreed to acquire a 39.9%, 30.1% and 10% interest, respectively, in each of the Trust and the Trustee by way of subscription of (a) 399,000, 301,000 and 100,000 new units in the Trust ("Subscription Units") and (b) 399, 301 and 100 new ordinary shares in the Trustee ("Subscription Shares"), respectively ("Subscription").
   FSAP5 is a newly incorporated company and has an issued and paid-up share capital of A$1.00 (approximately S$0.931). Its principal business activity is investment holding. The incorporation of FSAP5 was funded through internal cash resources.
   Applewood and Bull-Oak are the investment vehicles of high net worth individuals. Information on the Trust, the Trustee, the Existing Holder and ICD Land is set out in paragraph 2 below.
2. Chapters 9 and 10 of the Listing Manual.None of Applewood, Bull-Oak, the Trustee, the Trust, the Existing Holder and ICD Land is an "interested person" of the Company for the purposes of Chapter 9 of the listing manual of the Singapore Exchange Securities Trading Limited ("Listing Manual"). The Board is of the view that the acquisition by way of the Subscription is in the ordinary course of the Company's business and therefore does not fall within the scope of Chapter 10 of the Listing Manual.
3. Completion.Completion of the Subscription ("Completion") is expected to take place in the first quarter of 2020. Upon Completion, the Company will indirectly hold 39.9% of the units in the Trust and 39.9% of the shares in the Trustee and the Trustee will become a 39.9%-owned associated company of the Company.

2. INFORMATION ON THE TRUST, TRUSTEE, EXISTING HOLDER, ICD LAND, PROJECT AND PROPERTY

2.1 Information on the Trust, Trustee, Existing Holder and ICD Land.The Trust is a unit trust established in and governed by the laws of the State of Victoria, Australia, all of the issued units ("Units") in which are, as at the date of this announcement, owned by ICD Land. The Trustee is the trustee of the Trust, all of the issued ordinary shares ("Shares") in which are, as at the date of this announcement, owned by ICD Land. Prior to Completion, the Units and Shares owned by ICD Land will be transferred to the Existing Holder.

1 Unless otherwise stated, the exchange rate of A$1 : S$0.9261 is used in this announcement.

1

The Existing Holder is a wholly-owned subsidiary of ICD Land which is in turn a member of the ICD Property Group, a property development group based in Australia which has delivered projects such as the EQ Tower in Melbourne, Australia.

The Subscription was arranged by CBRE Capital Advisors (Asia Pacific) Pty Limited.

2.2 The Project.The Trustee in its capacity as trustee of the Trust entered into a development management agreement dated 22 December 2015 as varied by a deed of variation dated 19 January 2018 and a variation letter dated 20 May 2019 ("DMA") with the Chairman of the City Tattersall's Club for and on behalf of the City Tattersall's Club ("Club"), a members club which owns the property situated at 194 to 204 Pitt Street, Sydney ("Property"). Pursuant to the DMA, the Trust shall improve and renovate the Club's premises located at the Property and develop the airspace above the Club's premises into a hotel and residential apartments ("Project"). Under the DMA, in connection with the Project, the Trustee in its capacity as trustee of the Trust shall, among other things:

1. spend a maximum amount of A$100 million (approximately S$92.6 million), subject to an annual escalation of any uncommitted portion thereof by a percentage representing forecast increases in building costs for the following 12 months as determined by a quantity surveyor ("Developer Amount"), in respect of the works for the Club's premises and the hotel ("Club Components"). If the amount spent to complete the Club Components is less than the Developer Amount, the Trust shall pay the Club the shortfall. If the amount spent to complete the Club Components exceeds the Developer Amount, the excess shall be borne by the Club;
2. select, and enter into a building contract with, a builder for the Project;
3. obtain, at its own cost and expense, construction financing for the Project. The Club shall, however, be obliged to grant to the construction financier, among others, a mortgage over the stratum lots which will contain the hotel and the residential apartments ("Construction Mortgage"); and
4. at an appropriate time after the obtaining of the stage 2 development approval from the City of Sydney Council, enter into contracts for sale with purchasers of the residential apartments on behalf of the Club ("Residential Sale Contracts").

Pursuant to the DMA, the Trustee in its capacity as trustee of the Trust shall, in return, be entitled to the payment of a development fee which shall, subject to certain deductions, be an amount equal to:

1. the gross proceeds received or receivable by the Club in connection with the Residential Sale Contracts including amounts in respect of deposits forfeited;
2. interest earned on deposits and any interest charged to a purchaser for delayed completion; and
3. any other income or gain arising in connection with the residential apartments (including rent arising from any lease of the residential apartments).

2.3 The Property.The Property has a site area of approximately 2,337 square metres. It is located within the core central business district of Sydney with a high concentration of premium retail as well as major office and hotel developments. It is situated on Pitt Street, approximately 100 metres south of the intersection with Market Street. The Property is approximately 300 metres from the St James Railway Station and approximately 200 metres from the upcoming Pitt Street Metro Station which is expected to be completed in 2024.

2

1. Book value/net tangible asset value of the Trust and Trustee.Based on the latest unaudited financial statements of each of the Trust and the Trustee as at 31 October 2019 provided by the Trustee, the book value/net tangible asset value attributable to (a) FSAP5's 39.9% proposed interest in the Trust was approximately A$0.4 million (approximately S$0.4 million) and (b) FSAP5's 39.9% proposed interest in the Trustee was approximately A$40 (approximately S$37). As the Units and Shares are not publicly listed and traded, the Company does not have information on their available open market value.
2. No material financial impact.The Subscription is not expected to have any material impact on the consolidated earnings per share and the consolidated net tangible assets per share of the Group for the current financial year.

3. KEY TERMS OF THE SUBSCRIPTION

3.1 Subscription Price.The consideration to be paid by FSAP5 for its proportion of the Subscription Units shall be 39.9% of the following amount ("Relevant Amount"):

Relevant Amount = (A + B + C - D) ÷ 20%

where:

1. A shall be the commercial premium attributed to the Trust as agreed between the parties, after taking into account, among others, tax adjustments ("Agreed Commercial Premium");
2. B shall be the amount of certain development costs incurred in relation to the Project ("Incurred Costs") as at the date of Completion ("Completion Date");
3. C shall be the amount of an interest-free loan owed by the Club to the Trust ("Developer Refinancing Loan") which may be set off against the disturbance fee owed by the Trust to the Club pursuant to the DMA; and
4. D shall be the amount of any outstanding loans owed by the Trust (i) plus any negative working capital of the Trust or (ii) less any positive working capital of the Trust, as at the Completion Date.

As at the date of this announcement, the commercial premium attributed to the Trust is estimated to be approximately A$6.7 million (approximately S$6.2 million) ("Estimated Commercial Premium"). The Estimated Commercial Premium and the aggregate consideration for the Subscription Units (which is 80% of the Relevant Amount) ("Aggregate Subscription Price") were arrived at after arm's length negotiations, on a willing-buyer and willing-seller basis, taking into account, among others, the Existing Holder's and ICD Land's contributions to the Project to-date.

The Subscription Shares shall be issued at a nominal subscription price of A$1 (approximately S$0.93) per Subscription Share ("Nominal Share Price").

3.2 Payment of the Subscription Price.Under the ESA, the Completion Date shall be the date falling ten business days after the last of the conditions precedent set out in the ESA has been fulfilled or, if applicable, waived. On the Completion Date, each Subscriber shall pay in cash:

1. approximately 73% of its relevant proportion of the estimated Aggregate Subscription Price of approximately A$49.4 million (approximately S$45.7 million) ("Estimated Aggregate Subscription Price") based on the Estimated Commercial Premium and pre-Completion estimates of the Developer Refinancing Loan, Incurred Costs, outstanding loans and working capital as at the Completion Date; and
2. its relevant proportion of the aggregate Nominal Share Price.

On Completion, the Subscription Units shall be issued partly-paid while the Subscription Shares shall be issued fully-paid.

3

Post-Completion, the actual Aggregate Subscription Price ("Actual Aggregate Subscription Price") shall be computed based on the actual Relevant Amount as at the Completion Date. Any difference between approximately 73% of the Actual Aggregate Subscription Price and approximately 73% of the Estimated Aggregate Subscription Price shall be settled accordingly within five business days of the date the calculation of the Actual Aggregate Subscription Price is finally agreed or determined in accordance with the ESA, whichever is later. The remaining approximately 27% of the Actual Aggregate Subscription Price shall be settled by way of cash contributions by the Subscribers pursuant to regular equity calls made in accordance with the securityholders' agreement in relation to the Trust and the Trustee to be entered into among the Subscribers, the Existing Holder and the Trustee in its personal capacity and in its capacity as trustee of the Trust ("Securityholders' Agreement") until such partly paid Subscription Units are fully paid.

3.3 Other salient terms of the ESA.The ESA contains customary provisions relating to the Subscription including representations and warranties, indemnities and pre-Completion undertakings. Pursuant to the ESA, Completion is conditional upon the conditions precedent set out in the ESA having been fulfilled or, if applicable, waived which include, among others:

1. the issue by the City of Sydney Council of the stage 1 development approval on terms and conditions satisfactory to each Subscriber (acting reasonably); and
2. the obtaining of approval from the Australian Foreign Investment Review Board to the issue of the Subscription Units and Subscription Shares to FSAP5 and Bull-Oak pursuant to the ESA on terms and conditions satisfactory to each Subscriber (acting reasonably).

With regard to condition (a), the stage 1 development approval was issued by the City of Sydney Council on 21 November 2019.

1. Certain salient terms of the Securityholders' Agreement.The Securityholders' Agreement, which will be executed on Completion, will contain a set of reserved matters that will require the approval of all unitholders of the Trust, in relation to, among others, any material change to the trust deed and variation to the DMA. Save for certain permitted transfers, the parties will have pre-emptiverights in the event of any proposed sale, transfer or disposal of Units and Shares. In addition, the Securityholders' Agreement will contain dilutive provisions which apply in the event equity calls are made but not met by any of the Subscribers and the Existing Holder.
2. Entry into the ICD Development Management Agreement.On Completion, the Trustee in its capacity as trustee of the Trust shall also enter into a development management agreement with Innovative Construction and Development Pty Ltd ("ICD"), a wholly-ownedsubsidiary of ICD Land, pursuant to which ICD will provide project services for the period commencing from the Completion Date up to the date of completion of the Project, for a fee which is computed based on certain costs accrued and incurred in respect of the Project.
3. Extension of construction facilities by the Group.On 22 November 2019, FS Australia Property 3 Pte. Ltd. ("FSAP3"), the Company's indirect wholly-ownedsubsidiary, entered into a loan note subscription agreement ("LNSA") with the Trustee in its capacity as the trustee of the Trust pursuant to which FSAP3 shall make available to the Trust, by way of subscription of loan notes, construction facilities of an aggregate amount of up to A$370 million (approximately S$342.7 million) for, among other things, the purpose of funding the costs of the Project ("Construction Facilities"). The Construction Facilities shall be secured by, among other things, the Construction Mortgage. The LNSA contains customary provisions including representations and warranties, financial covenants, undertakings and conditions precedent to drawdown. The Construction Facilities are expected to be drawn down in tranches starting from 2022.

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1. RATIONALE FOR THE SUBSCRIPTION
   The Subscription is in line with the Group's plan to increase its business footprint in the key cities of Australia by way of equity participation in, and financing of, property development projects.
2. FINANCING OF THE SUBSCRIPTION
   The Group will finance the Subscription using its existing cash resources and committed unsecured credit facilities.

BY ORDER OF THE BOARD

FIRST SPONSOR GROUP LIMITED

Neo Teck Pheng

Group Chief Executive Officer and Executive Director

25 November 2019

5

FOR IMMEDIATE RELEASE

25 November 2019

Singapore-listed First Sponsor joins ICD Property for their first Sydney project

1. consortium led by Singapore-listed First Sponsor has joined forces with ICD Property to redevelop the iconic City Tattersalls Club project in Sydney, signaling the group's first Australian project since its inception in 2007.

First Sponsor primarily operates across three key business segments, namely property development, property holding and property financing and holds investments primarily across China, the Netherlands and Germany.

The partnership comes following the landmark decision by the City of Sydney on November 14, whereby the council's Central Sydney Planning Committee granted envelope approval to ICD Property for the Stage 1 Concept Development Application of its City Tattersalls Club site, which it is developing in partnership with the almost 125-year old club.

The approval allows for plans to rejuvenate the entire clubhouse, including retail, restaurants, a combined hotel and club reception on the ground level, as well as an event space, premium co-working centre, health and wellbeing facilities and other great member facilities.

There are also plans to develop a 49-storey tower above the historic site comprising residential apartments and a high end hotel (plus ancillary facilities).

First Sponsor's involvement in the City Tattersalls Club iconic redevelopment is two- fold. First providing equity partnership together with its investor consortium and leveraging on First Sponsor's experience in property development to partner with ICD Property and the City Tattersalls Club with a hands-on collaborative approach to deliver a quality project. Secondly, as the sole construction financier providing funding for the project's entire delivery.

The collaboration is currently conditional on certain regulatory approvals and conditions which are expected to be formally achieved in the first quarter of 2020.

FOR IMMEDIATE RELEASE

25 November 2019

The announcement follows ICD Property's track record of pursuing alternative lending options over traditional bank loans with the company's Aspire Melbourne project - said to be the last 'super tower' in Melbourne - receiving financial backing from Australia's leading development financier MaxCap and global finance conglomerate Goldman Sachs earlier this year.

ICD Deputy Managing Director Sal Quah said the company chooses its partners based on the requirement of each project and is excited to bring such a prominent name to Australia.

"Receiving support from such a significant property player in China and the Netherlands is a testament to our vision for the City Tattersalls Club redevelopment and we look forward to working alongside First Sponsor, and the club itself."

"In addition, receiving construction funding from First Sponsor will allow for a more efficient and streamlined process with works on the City Tattersalls Club earmarked to commence following Stage 2 approval."

First Sponsor's Group CEO Neo Teck Pheng said that First Sponsor is excited and honored to have the opportunity to work with ICD Property and the City Tattersalls Club on such a unique development in core Sydney CBD with the good broking work from CBRE. First Sponsor looks forward to more opportunities with its new Australian partners.

The First Sponsor/ICD Property joint venture and the City Tattersalls Club are preparing to undergo a design competition process with the City of Sydney in 2020, where a prestigious lineup of architects will vie for the design of the City Tattersalls Club in order to achieve the highest possible outcome for the site. Submission of a Stage 2 DA will follow soon after.

-ends-

ICD Media Contact Nicola Trotman [e-mail]0410154223

First Sponsor Media Contact Zhang Jiarong [e-mail](65) 6436 4920