NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM, CANADA, JAPAN OR AUSTRALIA.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, European Economic Area, the United Kingdom, Canada, Japan or Australia. This announcement is not an offer of securities for sale in the United States, European Economic Area, the United Kingdom, Canada, Japan, Australia or any other jurisdiction. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offering of the securities of Ascott Residence Trust in the United States.

ASCOTT RESIDENCE TRUST

A stapled group comprising:

Ascott Real Estate Investment Trust

Ascott Business Trust

(A real estate investment trust constituted on 19

(A business trust constituted on 9 September

January 2006 under the laws of the Republic of

2019 under the laws of the Republic of Singapore)

Singapore)

Managed by

Managed by

Ascott Residence Trust Management Limited

Ascott Business Trust Management Pte. Ltd.

(Company Registration No. 200516209Z)

(Company Registration No. 201925299R)

ANNOUNCEMENT

CLOSE OF PRIVATE PLACEMENT OF 152,594,100 NEW STAPLED SECURITIES IN ASCOTT

RESIDENCE TRUST ("ART") AT AN ISSUE PRICE OF S$0.983 PER NEW STAPLED

SECURITY

Capitalised terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the announcement of ART dated 9 September 2021 titled "Launch of Private Placement to Raise Gross Proceeds of Approximately S$150.0 million" (the "Launch Announcement").

1. INTRODUCTION

Further to the Launch Announcement, Ascott Residence Trust Management Limited (as manager of Ascott Real Estate Investment Trust) and Ascott Business Trust Management Pte. Ltd. (as trustee-manager of Ascott Business Trust), collectively as managers of ART

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("Managers"), wish to announce that J.P. Morgan (S.E.A) Limited and Oversea-Chinese Banking Corporation Limited, as the joint lead managers and underwriters for the Private Placement (the "Joint Lead Managers and Underwriters"), have in consultation with the Managers, closed the books of orders for the Private Placement on 9 September 2021.

The Private Placement was approximately 2 times covered with participation from new and existing institutional and other accredited investors.

The issue price per New Stapled Security under the Private Placement has been fixed at S$0.983 per New Stapled Security (the "Private Placement Issue Price") as agreed between the Managers and the Joint Lead Managers and Underwriters, following a bookbuilding process.

The Private Placement Issue Price represents a discount of:

  1. approximately 5.5% to the volume weighted average price ("VWAP") of S$1.040 per Stapled Security; and
  2. (for illustrative purposes only) approximately 5.0% to the adjusted VWAP 1 of S$1.034 per Stapled Security,

for trades in the Stapled Securities on Singapore Exchange Securities Trading Limited (the "SGX-ST") for the preceding Market Day 2 on 8 September 2021 up to the time the Placement Agreement was signed on 9 September 2021.

A total of 152,594,100 New Stapled Securities will be issued pursuant to the Private Placement. The gross proceeds of the Private Placement will be approximately S$150.0 million.

2. LISTING OF, DEALING IN AND QUOTATION OF THE NEW UNITS

The trading of the New Units on the SGX-ST pursuant to the Private Placement is currently expected to commence at 9.00 a.m. on 20 September 2021.

The Manager will make a formal application to the SGX-ST for the listing of, dealing in, and quotation of, the New Units on the Main Board of the SGX-ST. An appropriate announcement will be made upon the receipt of such in-principle approval from the SGX- ST.

  • The adjusted VWAP is computed based on the VWAP of all trades in the Stapled Securities on the SGX-ST for the preceding Market Day on 8 September 2021 up to the time the Placement Agreement was signed on 9 September 2021 and excluding the Advanced Distribution of approximately 0.536 Singapore cents per Stapled Security (being the mid- point of the estimated Advanced Distribution). This amount is only an estimate based on information currently available

to the Managers, and the actual Advanced Distribution may differ.

  • "Market Day" means a day on which the SGX-ST is open for securities trading.

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BY ORDER OF THE BOARD

ASCOTT RESIDENCE TRUST MANAGEMENT LIMITED

(Company Registration No. 200516209Z)

As manager of Ascott Real Estate Investment Trust

ASCOTT BUSINESS TRUST MANAGEMENT PTE. LTD.

(Company Registration No. 201925299R)

As trustee-manager of Ascott Business Trust

Karen Chan

Company Secretary

10 September 2021

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IMPORTANT NOTICE

This announcement is not for distribution, directly or indirectly, in or into the United States and is not an offer of securities for sale in the United States or any other jurisdictions.

This announcement is for information purposes only and does not constitute or form part of an offer, invitation or solicitation of any securities of ART in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.

The value of the Stapled Securities and the income derived from them may fall as well as rise. Stapled Securities are not obligations of, deposits in, or guaranteed by, Ascott Residence Trust Management Limited as manager of Ascott Real Estate Investment Trust or Ascott Business Trust Management Pte. Ltd. as trustee-manager of Ascott Business Trust or any of their respective affiliates.

An investment in the Stapled Securities is subject to investment risks, including the possible loss of the principal amount invested. Stapled Securityholders have no right to request that the Managers redeem or purchase their Stapled Securities while the Stapled Securities are listed. It is intended that Stapled Securityholders may only deal in their Stapled Securities through trading on the SGX- ST. Listing of the Stapled Securities on the SGX-ST does not guarantee a liquid market for the Stapled Securities. The past performance of ART is not necessarily indicative of the future performance of ART.

This announcement may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income and occupancy, changes in operating expenses, including employee wages, benefits and training, property expenses and governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward looking statements, which are based on the Managers' current view of future events.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, European Economic Area, the United Kingdom, Canada, Japan or Australia, and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States, and any such new Stapled Securities may not be offered or sold within the United States except pursuant to an exemption from, or transactions not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Any public offering of securities to be made in the United States would be made by means of a prospectus that may be obtained from an issuer and would contain detailed information about such issuer and the management, as well as financial statements. There will be no public offering of the securities

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referred to herein in the United States.

This publication has not been reviewed by the Monetary Authority of Singapore.

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore: The Stapled Securities are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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Ascott Residence Trust published this content on 10 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2021 01:31:04 UTC.