PRESS RELEASE

ESR-REIT and ALOG Unitholders Approve Proposed Merger to Form ESR-LOGOS REIT

  • Creates a flagship S-REIT,ESR-LOGOS REIT ("E-LOG"), focused on New Economy real estate across Asia Pacific ("APAC") and one of the top 10 largest S-REITs by free float market capitalisation1
  • Backed by ESR Cayman Limited (the "Sponsor"), APAC's largest real asset manager with approximately US$140 billion2 of assets under management ("AUM") and powered by the leading New Economy platform with US$59 billion3 of New Economy AUM across ESR and LOGOS' logistics and data centre portfolios and US$10 billion4 development work-in-progress
  • Active initial sponsor pipeline of approximately US$2 billion of visible and executable pipeline across key gateway markets in APAC to further accelerate the growth of E-LOG

SINGAPORE, 21 March 2022 -The respective managers of ESR-REIT and ARA LOGOS Logistics Trust ("ALOG") are pleased to jointly announce that unitholders of ESR-REIT and ALOG have approved the proposed merger of ESR-REIT and ALOG (the "Merger") by way of a trust scheme of arrangement (the "Scheme") to form E-LOG, a leading New Economy and Future-Ready APAC S-REIT.

At ESR-REIT's Extraordinary General Meeting (the "EGM"), approximately 98.6% of the total number of votes received from ESR-REIT unitholders were cast in favour of the ordinary resolution relating to the Merger and approximately 98.4% of the total number of votes received from ESR-REIT unitholders were cast in favour of the ordinary resolution relating to the proposed issue of new ESR-REIT units to ALOG unitholders at an issue price of S$0.4924 for each ESR-REIT unit as part of the consideration for the Merger. The Sponsor and its associates, the Summit Group5 and Mitsui & Co., Ltd abstained from voting.

At ALOG's EGM, approximately 94.8% of the total number of votes received from ALOG unitholders were cast in favour of the extraordinary resolution relating to the proposed amendments to the ALOG Trust Deed6 that will facilitate the implementation of the Scheme. In addition, at the meeting of the ALOG unitholders convened by orders of the court to approve the Scheme (the "Scheme Meeting"), the

  1. Free float excludes ESR-REIT units held by the Sponsor, the Summit Group, ESR Funds Management (S) Limited (the "ESR-REIT Manager"), the directors of the ESR-REIT Manager, other substantial ESR-REIT unitholders and their respective associates. The free float of E-LOGpost-Merger also excludes E-LOG units that would be held by ARA LOGOS Logistics Trust Management Limited (the "ALOG Manager"), the directors of the ALOG Manager, and their respective associates. E-LOG's free float of S$2.5 billion is computed based on 5,035 million free float units multiplied by an issue price of S$0.4924 per E-LOG unit.
  2. Based on Sponsor's management estimates for the Group (including the AUM of associates - Cromwell and Kenedix) as of 31 December 2021.
  3. ESR Group's data as at 31 December 2021, based on the Sponsor's management estimates for the ESR Group as of 31 December 2021.
  4. ESR Group data as at 30 June 2021.
  5. "Summit Group" means collectively, Mr. Tong Jinquan and his associates.
  6. "ALOG Trust Deed" means the deed of trust dated 11 February 2010 constituting ALOG, as may be amended, supplemented or varied from time to time.

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resolution to approve the Scheme was approved by approximately 62.9% in number of ALOG unitholders representing approximately 92.5% in value of the ALOG units held by the ALOG unitholders present and voting by proxy at the Scheme Meeting. The ALOG Manager, the parties acting in concert with the ESR- REIT Manager in connection with the Merger and the directors of the ALOG Manager who are not considered independent for the purposes of the Scheme abstained from voting on the resolution to approve the Scheme.

Mr. Adrian Chui, Chief Executive Officer and Executive Director of the ESR-REIT Manager, said:

"We would like to thank our ESR-REIT unitholders for the strong support given to us for this truly transformational merger. The new E-LOG will see the combination of two best-in-class platforms with stellar track records to create a flagship REIT focused on the New Economy7 sector in APAC, which is backed by the largest secular growth trends in Asia. The EGM results validate our belief that unitholders appreciate the importance of size and scale as we embark on our next phase of growth. Additionally, this successful merger addresses the issues of the overlapping investment mandates and conflicts of interest arising from a common sponsor, thereby allowing our Sponsor, ESR Group8, to concentrate its efforts and resources on our single enlarged platform. I would like to take this chance to express my gratitude and appreciation to our unitholders for their unwavering trust as we embark on this new journey together. Through this enlarged platform, we are now in a better position to pursue growth opportunities, create value and deliver long-term sustainable returns for our combined set of unitholders."

Ms. Karen Lee, Chief Executive Officer of the ALOG Manager, said: "We believe that ALOG unitholders' decision to support the Merger is a testament to the strong strategic merits for the formation of the larger E-LOG,a leading New Economy APAC-focusedREIT backed by a best-in-classsponsor, and armed with a clear growth pipeline. E-LOGis also expected to be amongst the top 109 largest S- REITs by free float market capitalisation and have greater representation on the FTSE EPRA Nareit Global Developed Index. Moving forward, Adrian and I will work hand in hand to accomplish the milestones we have communicated to unitholders as we pursue long-termsustainable and accretive growth for E-LOG."

The Merger is an important milestone and unlocks transformative growth for both ESR-REIT and ALOG unitholders. In their new capacities as Chief Executive Officer and Deputy Chief Executive Officer of the E-LOG Manager respectively, Mr. Adrian Chui and Ms. Karen Lee will work together to propel E-LOG towards an enhanced growth trajectory by accelerating its exposure to in-demand logistics properties and deliver long-term sustainable value to the combined group of unitholders. E-LOG will hold a diversified

  1. "New Economy" refers to logistics / warehouse and high-specification industrial properties.
  2. "ESR Group" refers to the ESR group of companies of which ESR Cayman Limited is the holding company.
  3. Refer to paragraph 2.4(e) of the Letter to ALOG Unitholders in the revised scheme document dated 25 February 2022 in relation to the Scheme.

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portfolio of logistics/warehouse, high-specifications industrial properties, business parks and general industrial properties with total assets of approximately S$5.4 billion10 across Singapore and Australia. E- LOG will hold 87 Portfolio Properties11 (including 20 in Australia) and 41 Fund Properties12 in Australia to manage a total net leasable area of 2.2 million square metres (24.1 million square feet)13.

With its recent acquisition of ARA Asset Management Limited, the Sponsor has emerged as APAC's largest real asset manager powered by the New Economy and the third largest listed real estate investment manager globally with approximately US$140 billion14 of AUM.

E-LOG is set to benefit from access to the Sponsor's New Economy portfolio of assets of over US$59 billion 15 and its over US$10 billion 16 work-in-progress development pipeline. An initial pipeline of approximately US$2 billion of visible and executable APAC New Economy assets available from the ESR Group will accelerate E-LOG's growth as a leading Future-Ready APAC S-REIT.E-LOG will also continue to have access to the Sponsor's global tenant network, operational platform and its core focus in the New Economy sector will be further enhanced, providing outsized exposure to the largest secular growth opportunity in APAC.

Under the Scheme, RBC Investor Services Trust Singapore Limited (in its capacity as trustee of ESR- REIT) will be acquiring all the units of ALOG held by ALOG unitholders in exchange for a combination of new ESR-REIT units and cash. ALOG unitholders will receive a scheme consideration of S$0.970 for each ALOG unit which shall be satisfied by (i) S$0.097 in cash, and (ii) 1.7729 new ESR-REIT units at an issue price of S$0.4924 for each new ESR-REIT unit.

Subject to obtaining the necessary approvals and satisfaction and/or waiver of other conditions of the Scheme, the Merger is expected to become effective by the end of April 2022, following which ALOG will be delisted from the SGX-ST in or around May 202217.

-End-

  1. Based on reported total assets as of 30 June 2021.
  2. "Portfolio Properties" refer to all properties owned either directly or indirectly but excludes Fund Properties.
  3. "Fund Properties" refer to all properties owned either directly or indirectly through investment funds.
  4. Unless otherwise stated, all references to E-LOG,ESR-REIT and ALOG portfolio metrics in this press release are as at 30 June 2021 and have not been adjusted for ESR-REIT's divestments of 11 Serangoon North Avenue 5 and 3C Toh Guan Road East which were completed on 30 November 2021, 28 Senoko Drive, which was completed on 14 January 2022, and 45 Changi South Avenue 2, which was completed on 14 March 2022, and ALOG's acquisition of 21 Curlew Street, Queensland, Australia, which was completed on 11 January 2022.
  5. Based on Sponsor's management estimates for the Group (including the AUM of associates - Cromwell and Kenedix) as of 31 December 2021.
  6. ESR Group's data as at 31 December 2021, based on the Sponsor's management estimates for the ESR Group as of 31 December 2021.
  7. ESR Group data as at 30 June 2021.
  8. The timeline for the Scheme is indicative only and subject to change. Please refer to future announcement(s) by ALOG for the exact dates of these events.

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Investor Contacts

FOR ESR-REIT

FOR ALOG

Citigroup Global Markets Singapore Pte. Ltd.

BofA Securities

Investment Banking

Investment Banking

Tel: +65 6657 1959

+65 6678 0066

Maybank Securities Pte. Ltd

DBS Bank Ltd.

(formerly known as Maybank Kim Eng Securities Pte. Ltd.)

Strategic Advisory

Investment Banking and Advisory

+65 6878 4155

Tel: +65 6231 5179

Media Contacts

Citigate Dewe Rogerson Singapore

Chia Hui Kheng / Justin Teh / Samantha Lee

Tel: +65 6534 5122

Email:huikheng.chia@citigatedewerogerson.com/justin.teh@citigatedewerogerson.com/samantha.lee@citigatedewerogerson.com

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RESPONSIBILITY STATEMENTS

ESR-REITManager. The directors of the ESR-REIT Manager (including those who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that the facts stated and opinions expressed in this press release (other than those relating to ALOG and/or the ALOG Manager) are fair and accurate and that there are no other material facts not contained in this press release, the omission of which would make any statement in this press release misleading. The directors of the ESR-REIT Manager jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source (including ALOG and/or the ALOG Manager), the sole responsibility of the directors of the ESR-REIT Manager has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this press release. The directors of the ESR-REIT Manager do not accept any responsibility for any information relating to ALOG and/or the ALOG Manager or any opinion expressed by ALOG and/or the ALOG Manager.

ALOG Manager. The directors of the ALOG Manager (including those who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that the facts stated and opinions expressed in this press release (other than the information relating to or opinions expressed by ESR-REIT and the ESR-REIT Manager) are fair and accurate and that there are no other material facts not contained in this press release, the omission of which would make any statement in this press release misleading. The directors of the ALOG Manager jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source (including ESR-REIT and the ESR-REIT Manager), the sole responsibility of the directors of the ALOG Manager has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this press release. The directors of the ALOG Manager do not accept any responsibility for any information relating to ESR-REIT and/or the ESR-REIT Manager or any opinion expressed by ESR- REIT and/or the ESR-REIT Manager.

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ARA LOGOS Logistics Trust published this content on 21 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2022 10:37:10 UTC.