Replace - Placements :: Results Of The Private Placement And Pricing Of New Units Under The Private Placement

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES"), EUROPEAN ECONOMIC AREA, UNITED KINGDOM (OTHER THAN TO PROFESSIONAL INVESTORS), CANADA, JAPAN OR AUSTRALIA

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, European Economic Area, United Kingdom (other than to professional investors), Canada, Japan or Australia. This announcement is not an offer of securities for sale in the United States, European Economic Area, United Kingdom (other than to professional investors), 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"), or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold in the United States or to or for the account or benefit of any U.S. person, 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 ESR-REIT in the United States.

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

RESULTS OF THE PRIVATE PLACEMENT AND PRICING OF NEW UNITS

UNDER THE PRIVATE PLACEMENT

Capitalised terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the announcement of ESR-REIT dated 6 May 2021 titled "Launch of Equity Fund Raising to Raise Gross Proceeds of Up To Approximately S$150.0 Million" (the "Announcement").

1. INTRODUCTION

ESR Funds Management (S) Limited, in its capacity as manager of ESR-REIT (the "Manager"), refers to the Announcement on the launch of the proposed equity fund raising, comprising an offering of new units in ESR-REIT ("Units", and the new Units, the "New Units") by way of:

1. a private placement of between 195,313,000 and 201,613,000 New Units (the "Private Placement", and the New Units, the "Private Placement New Units") to institutional and other investors at an issue price of between S$0.372 and S$0.384 per Private Placement New Unit to raise gross proceeds of not less than approximately S$75.0 million, subject to an upsize option (the "Upsize Option") to issue up to 67,205,000 additional Private Placement New Units to raise additional gross proceeds such that the total gross proceeds of the Private Placement will amount to not more than approximately S$100.0 million; and
2. a non-renounceable preferential offering of New Units to the existing holders of Units (the "Unitholders") on a pro rata basis to raise gross proceeds of not more than approximately S$50.0 million (the "Preferential Offering"),

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(together, the "Equity Fund Raising"). Pursuant to the Equity Fund Raising, the Manager has no intention of raising aggregate gross proceeds in excess of approximately S$150.0 million.

The Manager wishes to announce that Citigroup Global Markets Singapore Pte. Ltd. and DBS Bank Ltd., as the joint global co-ordinators and bookrunners for the Private Placement (the "Joint Global Co-ordinatorsand Bookrunners"), have in consultation with the Manager closed the book of orders for the Private Placement on 6 May 2021.

The issue price per New Unit under the Private Placement has been fixed at S$0.372 per New Unit (the "Private Placement Issue Price"), as agreed between the Manager and the Joint Global Co-ordinators and Bookrunners following a book-building process.

The Upsize Option has been exercised in full. With the exercise of the Upsize Option, a total of 268,818,000 New Units will be issued pursuant to the Private Placement, increasing the aggregate gross proceeds raised to approximately S$100.0 million.

The Private Placement was approximately 3.4 times covered (based on aggregate gross proceeds of approximately S$100.0 million) and saw strong participation from new and existing institutional and other investors.

The Private Placement Issue Price of S$0.372 per New Unit represents a discount of:

1. approximately 8.9% to the volume weighted average price ("VWAP") of S$0.4084 per Unit for all trades in the Units done on Singapore Exchange Securities Trading Limited (the "SGX-ST") for the preceding Market Day1 on 5 May 2021, up to the time the Placement Agreement was signed on 6 May 2021; and
2. (for illustrative purposes only) approximately 8.0% to the adjusted VWAP ("Adjusted VWAP")2 of S$0.4043 per Unit.

2. USE OF PROCEEDS

It was stated in the Announcement that subject to relevant laws and regulations, on the basis that the Manager will raise gross proceeds of approximately S$150.0 million from the Equity Fund Raising, the Manager intends to use the gross proceeds from the Equity Fund Raising in the following manner:

1. approximately S$71.8 million (which is equivalent to 47.8% of the gross proceeds of the Equity Fund Raising) to partially finance ESR-REIT's total costs of the acquisition of a modern ramp-up logistics asset located at 46A Tanjong Penjuru, Singapore
   609040 (the "Singapore Acquisition"). Please refer to the announcement of ESR- REIT titled "Proposed Acquisition of 46A Tanjong Penjuru" dated 6 May 2021 for further details of the Singapore Acquisition;

1. approximately S$43.5 million (which is equivalent to 29.0% of the gross proceeds of the Equity Fund Raising) to partially finance the asset enhancement of the properties

1. "Market Day" refers to a day on which the SGX-ST is open for securities trading.
2. The "Adjusted VWAP" is computed based on the VWAP of all trades in the Units on the SGX-ST for the preceding Market Day on 5 May 2021, up to the time the Placement Agreement was signed on 6 May 2021, and subtracting the estimated Advanced Distribution of approximately 0.410 Singapore cents per Unit (being the mid-point of the estimated Advanced Distribution Range). This amount is only an estimate based on information currently available to the Manager and the actual Advanced Distribution may differ and will be announced on a later date.

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located at 16 Tai Seng Street, Singapore 534138 and 7000 Ang Mo Kio Avenue 5, Singapore 569877 (the "Asset Enhancement Initiatives");

1. approximately S$31.0 million (which is equivalent to approximately 20.7% of the gross proceeds of the Equity Fund Raising) for the repayment of existing indebtedness of ESR-REIT (the "Debt Repayment"); and
2. approximately S$3.8 million (which is equivalent to 2.5% of the gross proceeds of the Equity Fund Raising) to pay for the estimated fees and expenses, including professional fees and expenses, incurred or to be incurred by ESR-REIT in connection with the Equity Fund Raising.

Based on the timing requirements for the funding of the Singapore Acquisition and the Asset Enhancement Initiatives, subject to relevant laws and regulations, the Manager intends to use the gross proceeds of approximately S$100.0 million from the Private Placement in the following manner:

1. approximately S$71.8 million (which is equivalent to 71.8% of the gross proceeds of the Private Placement) to partially finance the Singapore Acquisition;
2. approximately S$24.5 million (which is equivalent to 24.5% of the gross proceeds of the Private Placement) to partially finance the Asset Enhancement Initiatives; and
3. approximately S$3.8 million (which is equivalent to 3.8% of the gross proceeds of the Private Placement) to pay for the estimated fees and expenses, including professional fees and expenses, incurred or to be incurred by ESR-REIT in connection with the Equity Fund Raising.

For clarity, the Manager will announce details of the intended utilisation of the proceeds of the Preferential Offering at the appropriate time.

Notwithstanding its current intention, in the event that the Private Placement is completed but the Singapore Acquisition, the Asset Enhancement Initiatives and/or the Debt Repayment do not proceed for whatever reason, the Manager may, subject to relevant laws and regulations, utilise the net proceeds from the Private Placement at its absolute discretion for other purposes, including without limitation, for funding capital expenditures.

Pending the deployment of the net proceeds of the Private Placement, the net proceeds may, subject to relevant laws and regulations, be deposited with banks and/or financial institutions, or be used to repay outstanding borrowings or for any other purpose on a short-term basis as the Manager may, in its absolute discretion, deem fit.

The Manager will make periodic announcements on the utilisation of the net proceeds of the Private Placement via SGXNET as and when such funds are materially disbursed and whether such a use is in accordance with the stated use and in accordance with the percentage allocated. Where proceeds are to be used for working capital purposes, the Manager will disclose a breakdown with specific details on the use of proceeds for working capital in ESR- REIT's announcements on the use of proceeds and in ESR-REIT's annual report and where there is any material deviation from the stated use of proceeds, the Manager will announce the reasons for such deviation.

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3. APPLICATION TO THE SGX-ST FOR IN-PRINCIPLE APPROVAL

The Manager will make a formal application to the SGX-ST for the listing of, dealing in and quotation for the Private Placement New Units on the Main Board of the SGX-ST. An announcement will be made upon the receipt of such in-principle approval from the SGX-ST. The trading of the Private Placement New Units on the SGX-ST is currently expected to commence at 9.00 a.m. on or around 18 May 2021.

The Private Placement shall be subject to certain conditions precedent more particularly set out in the Placement Agreement, including the receipt of the approval in-principle of the SGX- ST for the listing of, dealing in and quotation for the Private Placement New Units on the Main Board of the SGX-ST.

BY ORDER OF THE BOARD

ESR Funds Management (S) Limited

As Manager of ESR-REIT

(Company Registration No. 200512804G, Capital Markets Services Licence No. 1001312-5)

Adrian Chui

Chief Executive Officer and Executive Director

7 May 2021

For further enquiries, please contact:
ESR Funds Management (S) Limited
Gloria Low	Lyn Ong
Corporate Communications Manager	Investor Relations Manager
Tel: [phone]	Tel: [phone]
Email: [e-mail]	Email: [e-mail]

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About ESR-REIT

ESR-REIT has been listed on 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 billion 3 . 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.

3 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. Valuation as at 31 December 2020.

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