(Constituted in the Republic of Singapore pursuant to a trust deed dated 31 March 2006 (as amended))

ENTRY INTO A$68.5 MILLION UNSECURED LOAN FACILITY

1. ENTRY INTO A$68.5 MILLION UNSECURED LOAN FACILITY

ESR Funds Management (S) Limited, as manager of ESR-REIT (the "Manager"), wishes to announce that RBC Investor Services Trust Singapore Limited (in its capacity as trustee of ESR-REIT (the "Trustee")), as borrower (the "Borrower"), has entered into a A$68.5 million unsecured loan facility agreement (the "Facility Agreement") with RHB Bank Berhad, as lender (the "Lender").

The unsecured loan facility consists of a A$60.5 million term loan facility ("Facility A") and a A$8.0 million revolving loan facility ("Facility B") (collectively, the "Facilities"). The proceeds of such Facilities will be applied towards:

financing, refinancing and/or reimbursing (in each case, in whole or in part) the acquisition costs for 10.0% of the total issued units of ESR Australia Logistics Partnership;

financing (in whole or in part) the payment of capital calls made by ESR Australia Logistics Partnership on the Borrower; and

the general working capital purposes of the Borrower.

2. KEY TERMS OF THE FACILITY AGREEMENTKey terms of the Facility Agreement are as follows:

Lender

RHB Bank Berhad

Loan Commitment

(a)

Facility A: A$60.5 million; and

(b)

Facility B: A$8.0 million.

Final Maturity Date

72 months from the first Utilisation Date (as defined in the Facility

Agreement) of Facility A.

Security

None

1

Details of the conditions that refer to the shareholding

interest of the Manager's controlling shareholder or which place restrictions on any change in control of the Manager

The Lender has the right to require the Trustee (as Borrower) to enter into discussions in good faith for a stipulated time with the Lender to review the terms of the Facility Agreement, upon the occurrence of the following:

  1. the Manager resigns or is removed as the manager of ESR-REIT without the prior written consent of the Lender and a replacement manager which is acceptable to the Lender is not appointed in accordance with the terms of the trust deed of ESR-REIT by the effective date of the resignation or removal of the Manager; and/or
  2. ESR Cayman Limited ceases to hold, whether directly or indirectly, at least 50.1% of the issued share capital of the Manager without the prior written consent of the Lender.

If (i) the Lender notifies the Trustee that the Lender (in its absolute discretion) has rejected the proposal submitted by the Trustee to the Lender further to the discussions within a stipulated response period; or (ii) the parties to the Facility Agreement fail to agree on the new terms of the Facility Agreement and the Trustee has not submitted any proposal within the stipulated time for the discussions, the Lender may, by notice to the Trustee, cancel the Loan Commitment and/or require the Trustee to repay or prepay all amounts accrued and outstanding under the Finance Documents (as defined in the Facility Agreement) immediately (or, if later, on the Review Expiry Date (as defined in the Facility Agreement) (or such later date as the Lender may agree)).

If the Lender (in its absolute discretion) is agreeable to the proposal submitted by the Trustee and the Trustee fails to carry out the steps and/or proposed alternative arrangement set out in such proposal by the time period within which such proposed alternative arrangement is to be carried out to the satisfaction of the Lender, the Lender may, by notice to the Trustee, cancel the Loan Commitment and/or require the Trustee to repay or prepay all amounts accrued and outstanding under the Finance Documents within 15 days from the date that the Lender notifies the Trustee of the cancellation of the Loan Commitment.

The aggregate principal amount of loan facilities under the Facility Agreement that may be affected in the event of a breach of the conditions set out above is up to A$68.5 million.1

1 It should be noted that the terms and conditions of typical facility agreements may contain cross default clauses, pursuant to which a default of obligations by the Trustee in the Facility Agreement may trigger an event of default in other facility agreements. The aggregate amount of facilities affected in the event of a breach of conditions in the above table does not take into account facilities which may be affected due to the triggering of such cross default provisions in such other facility agreements.

2

BY ORDER OF THE BOARD

ESR Funds Management (S) Limited

As Manager of ESR-REIT

(Company Registration No. 200512804G, Capital Markets Services Licence No. 100132)

Adrian Chui

Chief Executive Officer and Executive Director

6 May 2021

For further enquiries, please contact:

ESR Funds Management (S) Limited

Gloria Low

Lyn Ong

Corporate Communications Manager

Investor Relations Manager

Tel: +65 6827 9332

Tel: +65 6827 9504

Email:gloria.low@esr-reit.com.sg

Email:lyn.ong@esr-reit.com.sg

3

About ESR-REIT

ESR-REIT has been listed on the Singapore Exchange Securities Trading Limited since 25 July 2006.

ESR-REIT invests in quality income-producing industrial properties and as at 31 December 2020 holds interest in a diversified portfolio of 57 properties located across Singapore, with a total gross floor area of approximately 15.1 million square feet and an aggregate property value of S$3.1 billion2. The properties are in the following business sectors: Business Park, High-Specs Industrial, Logistics/Warehouse and General Industrial, and are located close to major transportation hubs and key industrial zones island-wide.

The Manager's objective is to provide Unitholders with a stable income stream through the successful implementation of the following strategies:

  • Acquisition of value-enhancing properties;
  • Proactive asset management;
  • Divestment of non-core properties; and
  • Prudent capital and risk management.

ESR Funds Management (S) Limited, the Manager of ESR-REIT, is owned by namely, ESR Cayman Limited ("ESR") (67.3%), Shanghai Summit Pte. Ltd. (25.0%), and Mitsui & Co., Ltd (7.7%).

For further information on ESR-REIT, please visit www.esr-reit.com.sg.

About the Sponsor, ESR

ESR is the largest APAC focused logistics real estate platform by gross floor area ("GFA") and by value of the assets owned directly and by the funds and investment vehicles it manages. ESR and the funds and investment vehicles it manages are backed by some of the world's preeminent investors including APG, CPP Investments, JD.com, Oxford Properties, PGGM and SK Holdings. The ESR platform spans major economies across the APAC region, including the People's Republic of China, Japan, South Korea, Singapore, Australia and India. As of 31 December 2020, the fair value of the properties directly held by ESR and the assets under management with respect to the funds and investment vehicles managed by ESR recorded approximately US$30 billion, and GFA of properties completed and under development as well as GFA to be built on land held for future development comprised over 20 million sqm in total. Listed on the Main Board of The Stock Exchange of Hong Kong Limited in November 2019, ESR is a constituent of the FTSE Global Equity Index Series (Large Cap), Hang Seng Composite Index and MSCI Hong Kong Index.

For more information on ESR, please visit www.esr.com.

2 Includes 100% of the valuation of 7000 Ang Mo Kio Avenue 5 and 48 Pandan Road, in which ESR-REIT holds 80% interest in 7000 Ang Mo Kio Avenue 5 and 49% interest in 48 Pandan Road, but excludes the effects arising from the adoption of Financial Reporting Standard (FRS) 116 Leases which became effective on 1 January 2019.

4

Important Notice

The value of units in ESR-REIT ("Units") and the income derived from them may fall as well as rise. Units are not investments or deposits in, or liabilities or obligations, of ESR Funds Management (S) Limited ("Manager"), RBC Investor Services Trust Singapore Limited (in its capacity as trustee of ESR- REIT) ("Trustee"), or any of their respective related corporations and affiliates (individually and collectively "Affiliates"). An investment in Units is subject to equity investment risk, including the possible delays in repayment and loss of income or the principal amount invested. Neither ESR-REIT, the Manager, the Trustee nor any of the Affiliates guarantees the repayment of any principal amount invested, the performance of ESR-REIT, any particular rate of return from investing in ESR-REIT, or any taxation consequences of an investment in ESR-REIT. Any indication of ESR-REIT performance returns is historical and cannot be relied on as an indicator of future performance.

Investors have no right to request that the Manager redeem or purchase their Units while the Units are listed. It is intended that investors may only deal in their Units through trading on Singapore Exchange Securities Trading Limited (the "SGX-ST"). Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. This announcement may contain forward-looking statements that involve assumptions, 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 occupancy or property rental income, changes in operating expenses, governmental and public policy changes and the continued availability of financing in amounts and on terms necessary to support ESR-REIT's future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view of future events.

This announcement is for information purposes only and does not have regard to your specific investment objectives, financial situation or your particular needs. Any information contained in this announcement is not to be construed as investment or financial advice and does not constitute an offer or an invitation to invest in ESR-REIT or any investment or product of or to subscribe to any services offered by the Manager, the Trustee or any of the Affiliates.

5

Attachments

  • Original document
  • Permalink

Disclaimer

ESR-REIT published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2021 01:24:04 UTC.