Mapletree Industrial Trust : The Proposed Acquisition of 18 Tai Seng, Singapore

(Constituted in the Republic of Singapore pursuant to a Trust Deed dated 29 January 2008 (as amended))

ANNOUNCEMENT

THE PROPOSED ACQUISITION OF 18 TAI SENG, SINGAPORE

• 1. Introduction

  Mapletree Industrial Trust Management Ltd., as manager of Mapletree Industrial Trust ("MIT", and the manager of MIT, the "Manager"), is pleased to announce that DBS Trustee Limited, as trustee of MIT (the "Trustee"), has today entered into a conditional unit purchase agreement (the "Unit Purchase Agreement") with Mapletree Tai Seng Pte. Ltd. ("MTSPL") to acquire 18 Tai Seng (the "Property") through the proposed acquisition of all the units of Marina Trust (the "Sale Units", and the proposed acquisition of the Property through the acquisition of the Sale Units, the "Proposed Acquisition"). Marina Trust holds the Property which is located at 18 Tai Seng Street, Singapore 539775. MTSPL is an indirect wholly-owned subsidiary of Mapletree Investments Pte Ltd ("MIPL"), the sponsor of MIT.

• 2. The Proposed Acquisition of the Property

• 2.1 Description of the Property

  Located at 18 Tai Seng Street, Singapore 539775, the Property is a nine-storey high-specification mixed-use development comprising Business 2 industrial, office and retail spaces with a total gross floor area ("GFA") of approximately 443,810 square feet ("sq ft"). The Property is connected directly by an underground pedestrian link to Tai Seng Mass Rapid Transit ("MRT") station (CC11) along the Circle Line and is easily accessible via public transportation and major expressways (Kallang-Paya Lebar Expressway, the Pan-Island Expressway and the Central Expressway).

• 2.2 Structure of the Proposed Acquisition and the Independent Valuations

  Under the Unit Purchase Agreement, MTSPL is the sole beneficiary of Marina Trust, and the vendor of the Proposed Acquisition. MIPL, the sponsor of MIT, indirectly owns the Sale Units through Mapletree Developments Pte. Ltd., which in turn owns 100% of MTSPL. Upon completion of the Proposed Acquisition ("Completion", and the date of Completion, the "Completion Date"), (i) DBS Trustee Limited and Mapletree Industrial Trust Management Ltd. will replace Mapletree Trustee Pte. Ltd. (the "Marina Trust Trustee-Manager") as the trustee and the manager of Marina Trust respectively and (ii) Marina Trust will be renamed "MIT Tai Seng Trust".

  The total amount to be received by MTSPL in connection with the Proposed Acquisition will be approximately S$262.2 million, based on:

(a)the aggregate consideration payable to MTSPL in connection with the Proposed Acquisition (the "Aggregate Consideration") which is estimated to be S$75.0 million

- this is derived from the net asset value of Marina Trust ("Net Asset Value") based on the pro forma completion statement of Marina Trust as at 30 September 2018 taking into account the agreed value of the Property (the "Agreed Property Value") of S$268.3 million, less the Intercompany Loan (as defined below), the Declared Distribution (as defined below) and estimated net liabilities of S$6.1 million;

• (b) the repayment of the intercompany loan of S$156.8 million1 owed by the Marina Trust Trustee-Manager to Mapletree Treasury Services Limited, a wholly-owned subsidiary of MIPL (the "Intercompany Loan") - upon Completion, the Trustee will extend a loan of S$156.8 million to Marina Trust (the "Trustee's Loan") to enable it to repay and discharge the Intercompany Loan; and

• (c) the payment of the distribution payable to MTSPL out of the retained earnings of Marina Trust for the period up to the day immediately preceding the Completion Date (the "Declared Distribution") of S$30.4 million, which will be declared on the day immediately preceding the Completion Date and paid to MTSPL on the Completion Date - upon Completion, the Trustee will subscribe for an additional 35,000,000 units in Marina Trust at a subscription price of S$1.00 per unit (the "Marina Trust

  Subscription Units") and the proceeds received by Marina Trust will be generally applied to the Declared Distribution and any excess will be retained by Marina Trust as working capital.

The final Aggregate Consideration payable by the Trustee on Completion will be subject to completion adjustments to Marina Trust's net asset value up to the day immediately preceding the Completion Date, and the final amount of the Intercompany Loan will be fully repaid on Completion.

The Trustee has commissioned an independent property valuer, Colliers International

Consultancy & Valuation (Singapore) Pte Ltd ("Colliers"), and the Manager has commissioned another independent property valuer, Savills Valuation and Professional

Services (S) Pte Ltd ("Savills"), to value the Property. Both Colliers and Savills relied on the income capitalisation method and discounted cash flow analysis and used the comparison method as a check. The open market values of the Property as at 30 November 2018 are S$268.3 million and S$270.0 million as stated by Colliers and Savills in their respective valuation reports. The Agreed Property Value of S$268.3 million is in line with Colliers'

valuation and represents a discount of approximately 0.6% to Savills' valuation of S$270.0

million.

2.3

Certain Terms and Conditions of the Unit Purchase Agreement

The principal terms of the Unit Purchase Agreement include, among others, the following conditions precedent:

• (i) the approval of the unitholders of MIT (the "Unitholders") for the Proposed Acquisition;

• (ii) the JTC Registrable Lease (as defined in the Unit Purchase Agreement) having been duly registered at the Singapore Land Authority or a written confirmation having been obtained from JTC Corporation ("JTC") that the Marina Trust Trustee-Manager is entitled to the JTC Lease Term (as defined in the Unit Purchase Agreement);

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Based on the amount expected to be outstanding on the Completion Date.

• (iii) the licenses, authorisations, orders, grants, confirmations, permissions, registrations and other approvals necessary or desirable for or in respect of the Proposed Acquisition, having been obtained from appropriate governments, governmental, supranational or trade agencies, courts or other regulatory bodies on terms satisfactory to the Trustee and such licenses, authorisations, orders, grants, confirmations, permissions, registrations and other approvals remaining in full force and effect;

• (iv) there being no material damage to the Property and no material breach of the Warranties (as defined in the Unit Purchase Agreement) which, in the reasonable opinion of the Trustee, as the purchaser, acting on the recommendation of the Manager, will have a material adverse effect on the financial condition, prospects, earnings, business, undertaking or assets of MIT or on the Property, in each case, taken as a whole;

• (v) there being no compulsory acquisition of the Property or any part of it, and no notice of such intended compulsory acquisition or resumption has been given by the government or other competent authority; and

• (vi) the receipt of an in-principle approval from the Inland Revenue Authority of Singapore that Marina Trust will be regarded as an approved sub-trust of MIT pursuant to section 43(2A)(a)(iv) and (b) of the Income Tax Act, Chapter 134 of Singapore on Completion, there not having occurred any withdrawal of such in-principle approval and, if applicable, the conditions to such in-principle approval having been fulfilled.

2.4

Property Management

Upon Completion, property management services in respect of the Property will be performed by Mapletree Facilities Services Pte. Ltd., which is the property manager of MIT (the

"Property Manager"), pursuant to the Master Property Management Agreement (as defined below). Property management services in relation to the Property include, among others, leasing services, tenant management, operating and maintaining the property, provision of personnel for site management of the property and supervision and control of collection of rentals.

Under the terms of the master property management agreement1, which was entered into on 27 September 2010 by the Trustee (and which was subsequently extended on 17 September 2015 for an additional period of five years), the Manager and the Property Manager (the

"Master Property Management Agreement"), any properties acquired thereafter by MIT will be managed in accordance with the terms of the Master Property Management Agreement. Upon Completion, the Property will fall under the Master Property Management Agreement.

The fees payable pursuant to the Master Property Management Agreement for each fiscal year will be as follows:

(i)

2.0% per annum of the gross revenue of the Property for property management services;

1

Pursuant to MIT's initial public offering prospectus dated 12 October 2010, although the Master Property Agreement would constitute a related party transaction, the Master Property Management Agreement is considered an "Exempted

Agreement" and is deemed to have been specifically approved by the Unitholders upon subscription of the Units and are therefore not subject to Rules 905 and 906 of the Listing Manual to the extent that there is no subsequent change to the rates and/or bases of the fees charged thereunder which will adversely affect MIT.

• (ii) 1.0% per annum of the gross revenue of the Property for lease management services;

• (iii) marketing services fees depending on the length and type of tenancy secured for the Property; and

• (iv) project management fees of 1.5% to 3.0% of the construction cost for each development or redevelopment, the refurbishment, retrofitting and renovation works of a property.

Under the Master Property Management Agreement, the Property Manager will also be fully reimbursed for all costs and expenses incurred in the operation, maintenance, management and marketing of the Property within each annual budget approved by the Trustee on the recommendation of the Manager.

• 2.5 Total Acquisition Outlay

  The total acquisition cost is estimated to be approximately S$271.0 million, comprising:

  • (i) the estimated Aggregate Consideration of approximately S$75.0 million;

  • (ii) the new Trustee's Loan of approximately S$156.8 million;

  • (iii) the subscription of the Marina Trust Subscription Units at a subscription price of S$1.00 per unit for an aggregate amount of S$35.0 million;

  • (iv) the acquisition fee payable in units in MIT ("Units") to the Manager for the Proposed Acquisition (the "Acquisition Fee") of approximately S$2.7 million1; and

  • (v) the estimated professional and other fees and expenses of approximately S$1.5 million incurred or to be incurred by MIT in connection with the Proposed Acquisition,

  (collectively, the "Total Acquisition Outlay").

• 2.6 Payment of Acquisition Fee in Units

  Pursuant to the trust deed dated 29 January 2008 constituting MIT (as amended) (the "Trust

  Deed"), the Manager will be entitled to receive an acquisition fee at the rate of 1.0% of the Agreed Property Value. As the Proposed Acquisition is an interested party transaction under the Property Funds Appendix, the Acquisition Fee will be in the form of Acquisition Fee Units which shall not be sold within one year of the date of issuance in accordance with Paragraph 5.7 of the Property Funds Appendix.

  Based on the Trust Deed, the Manager shall be entitled to receive such number of Units as may be purchased for the relevant amount of the Acquisition Fee at the issue price of Units issued to finance or part-finance the Proposed Acquisition in respect of which the Acquisition Fee is payable or, where Units are not issued to finance or part-finance the Proposed Acquisition, the prevailing Market Price (as defined in the Trust Deed) of such Units on the Completion Date.

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As the Proposed Acquisition will constitute an "interested party transaction" under Appendix 6 of the Code on Collective Investment Schemes issued by the Monetary Authority of Singapore (the "Property Funds Appendix"), the Acquisition

Fee will be in the form of Units (the "Acquisition Fee Units"), which shall not be sold within one year from the date of issuance in accordance with Paragraph 5.7 of the Property Funds Appendix.

2.7

Method of Financing

Excluding the Acquisition Fee which is payable in Units, the Manager intends to finance the remaining Total Acquisition Outlay with debt financing, proceeds from an equity fund raising and/or internal cash resources.

The final decision regarding whether the remaining Total Acquisition Outlay will be funded entirely by debt financing or any combination of debt financing, an equity fund raising and/or internal cash resources will be made by the Manager at an appropriate time, taking into account the then prevailing market conditions.

The table below sets out a few funding combinations purely for illustrative purposes.

Total Acquisition Outlay
Transaction Gearing ("LTV")(1)	40.0%	60.0%	100.0%
Debt (S$ million) Equity (S$ million)(2)	107.3 163.7	161.0 110.0	268.3 2.7
Total Acquisition (S$ million) Outlay	271.0	271.0	271.0

Notes:

• (1) The respective LTV scenarios refer to the amount of debt as a percentage of the Total Acquisition Outlay less the Acquisition Fee.

• (2) Includes the Acquisition Fee payable in the form of Units.

The table below sets out the changes to the Aggregate Leverage1 of MIT and its subsidiaries

(collectively, the "MIT Group") through three funding scenarios purely for illustrative purposes.

MIT Group's Aggregate Leverage
LTV(1)	40.0%	60.0%	100.0%
Before the Proposed Acquisition	35.1%(2)
After the Proposed Acquisition	35.4%(3)	36.5%(3)	38.7%(3)

Notes:

• (1) The respective LTV scenarios refer to the amount of debt as a percentage of the Total Acquisition Outlay excluding the Acquisition Fee which is payable in Units.

• (2) The MIT Group's Aggregate Leverage as at 30 September 2018.

(3)Based on the MIT Group's Aggregate Leverage as at 30 September 2018, adding the incremental borrowings as a result of the Proposed Acquisition at the respective LTVs, and adding the incremental gross assets of MIT and its subsidiaries, including all its authorised investments held or deemed to be held upon the trust under the Trust Deed as a result of the Proposed Acquisition.

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"Aggregate Leverage" means the ratio of the value of borrowings (inclusive of proportionate share of borrowings of jointly controlled entities) and deferred payments (if any) to the value of the gross assets of the MIT Group, including all its authorised investments held or deemed to be held upon the trust under the Trust Deed.