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Disclaimer

Proposed Combination (“Combination”) of Ascott Residence Trust (“Ascott Reit”) and Ascendas Hospitality Trust (“A-HTRUST”), as announced by Ascott Residence Trust Management Limited (“Ascott Reit Manager”), Ascendas Hospitality Fund Management Pte. Ltd. (“A-HTRUST REIT Manager”) and Ascendas Hospitality Trust Management Pte. Ltd. (“A-HTRUST BT Trustee-Manager”) on 3 July 2019 (“Joint Announcement”)

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. BY ACCESSING THIS SECTION OF THE WEBSITE, YOU CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) AS SET OUT BELOW. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSED BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS SECTION OF THE WEBSITE CONTAINS INFORMATION (“INFORMATION”) PUBLISHED BY ASCOTT REIT AND/OR A-HTRUST RELATING TO THE COMBINATION IN COMPLIANCE WITH THE SINGAPORE CODE ON TAKE-OVERS AND MERGER (“CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY AND IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE COMBINATION CANNOT BE VALIDLY ACCEPTED BY UNITHOLDERS OF ASCOTT REIT OR A-HTRUST OR ANY OTHER PERSONS BY MEANS OF ACCESSING THIS SECTION OF THE WEBSITE OR (IF APPLICABLE) DOWNLOADING A COPY OF THE ASCOTT REIT COMPOSITE DOCUMENT OR A-HTRUST SCHEME DOCUMENT (EACH AS DEFINED IN THE JOINT ANNOUNCEMENT) FROM THIS WEBSITE.

Access to the Information

Please read this notice carefully – it applies to all persons who view this section of the website and, depending on who you are and where you live, or depending on your address as shown on the register of unitholders of Ascott Reit or A-HTRUST, as the case may be, or in the records of The Central Depository (Pte) Limited (“CDP”), as the case may be, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website.

Overseas Persons

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or not be in compliance with the laws of such jurisdiction (“Restricted Jurisdiction”), and the availability of the Information (and any related offer) to unitholders whose addresses are outside Singapore, as shown on the register of unitholders of Ascott Reit or A-HTRUST (as the case may be), or in the records of the CDP (as the case may be) (“Overseas Unitholder”) may be affected by the laws of relevant overseas jurisdictions. Accordingly, all Overseas Unitholders should inform themselves about, and observe, any applicable legal requirements in their own jurisdictions.

The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may be unlawful or not be in compliance with the laws of any applicable jurisdictions.

The Information does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, the Information is not for distribution, directly or indirectly, in or into the United States. It is not an offer of securities for sale into the United States. The Consideration Units (as defined in the Joint Announcement) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state of the United States or other jurisdiction, and the Consideration Units may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Any public offering of securities of Ascott Reit in the United States would be made by means of a prospectus that would contain detailed information about Ascott Reit and the Ascott Reit Manager, as well as financial statements. The Ascott Reit Manager does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page.

Forward-looking statements

The Information 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 other developments or companies, shifts in expected levels of occupancy rate, property rental income, charge out collections, changes in operating expenses (including employee wages, benefits and training costs), 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 Ascott Reit Manager, the A-HTRUST REIT Manager and/or the A-HTRUST BT Trustee-Manager’s current view on future events.

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

THE DOCUMENTS IN THIS SECTION OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

BY ACCESSING THIS SECTION OF THE WEBSITE, YOU CONFIRM THAT YOU UNDERSTAND AND ACCEPT THIS DISCLAIMER ON THE FOLLOWING TERMS:

I confirm that I am permitted to access this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.

I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.

I represent and warrant to Ascott Reit that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.

I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to access this part of the website.

On 3 July 2019, Ascott Residence Trust (“Ascott Reit”) and Ascendas Hospitality Trust (“A-HTRUST”) announced a combination (“Combination”), which has been effected by way of a trust scheme of arrangement, with Ascott Reit acquiring all the units in A-HTRUST for a consideration of S$1.0868 per A-HTRUST unit, comprising S$0.0543 in cash (5% of the consideration) and 0.7942 units in the new stapled Ascott Reit issued at S$1.30 per Ascott Reit stapled unit (95% of the consideration).

The Combination was completed on 31 December 2019, while A-HTRUST was delisted from the Official List of the Singapore Exchange Securities Trading Limited with effect from 9am on 3 January 2020.  

The various benefits arising from the Combination include: 

Proxy Hospitality Trust in Asia Pacific

The Combination would consolidate Ascott Reit’s position as the largest hospitality trust in Asia Pacific with total assets of approximately S$7.6 billion (based on the combined assets as at 31 March 2019), making it the proxy hospitality trust in the region.

With an increased EBITDA contribution from developed markets and a ~50% increase in free float, the Combination would facilitate Ascott Reit’s inclusion into the FTSE EPRA Nareit Developed Index, which might potentially result in a positive re-rating of Ascott Reit’s unit price, a wider investor base and higher trading liquidity.

The Combination would also strengthen Ascott Reit’s financial position, giving it greater capacity to drive growth. With greater size, the post-combination Ascott Reit (“Combined Entity”) has better access to growth opportunities and increased capacity to undertake more development / conversion projects. With a higher development limit and debt headroom of S$1.0 billion, the Combined Entity has greater financial flexibility to pursue potential investment opportunities.

Enhanced Portfolio

The enlarged portfolio would comprise 87 properties with more than 16,000 units across 39 cities in 15 countries in Asia Pacific, Europe and the USA (based on combined assets as at 31 December 2019). For future updates on the portfolio, please visit https://www.ascottresidencetrust.com.

The Combination would enhance portfolio diversification and resilience through:

• Strengthening Ascott Reit’s presence in Asia Pacific where demand for business and leisure travel remains robust
• Adding freehold properties to increase the proportion of freehold assets 
• Maintaining a balanced portfolio of stable and growth income
• Reducing earnings concentration risk as each country will have <20% contribution to total gross profit

DPU-accretive to unitholders

On a Financial Year ("FY") 2018 pro forma basis, the distributable income per unit ("DPU") for Ascott Reit Unitholders will increase from 7.16 cents to 7.34 cents, translating to a FY 2018 pro forma DPU accretion of 2.5%. For A-HTRUST, the FY 2018/2019 pro forma DPU will increase from 6.03 cents to 6.14 cents, representing an accretion of 1.8%.

Notes: (1) Held through CapitaLand group of entities, namely The Ascott Limited, Somerset Capital Pte Ltd, the Ascott Reit Manager and Ascendas Land International Pte Ltd. (2) Holdings based on 28 June 2019 and including Consideration Units. 

As A-HTRUST had a stapled structure, to effect the Combination, Ascott Reit would have to establish a business trust and adopt a stapled structure via a stapling scheme.

The Ascott Reit Scheme comprised the steps below:

              i.        Ascott Reit established a business trust (“Ascott BT”)

             ii.        Each unit in Ascott BT was stapled to one unit in Ascott Reit, to form one Ascott Reit-BT Stapled Unit

            iii.        Pursuant to the Combination, the A-HTRUST REIT became a sub-trust of Ascott Reit, and the A-HTRUST BT became a sub-trust of Ascott BT

Each Ascott Reit Unitholder as at the Ascott Reit Scheme Entitlement Date has been issued one unit in Ascott BT for each unit in Ascott Reit that one owns, and the unit in Ascott BT has been stapled with the unit in Ascott Reit. 

The Ascott Reit Scheme was completed on 31 December 2019.

The Combination has been completed on 31 December 2019. The new Ascott Reit-BT Stapled Units under the combined entity have begun trading on the Singapore Exchange on Thursday, 2 January 2020.

The last day of trading for A-HTRUST Stapled Units was 16 December 2019 and the delisting of A-HTRUST was at 9am on 3 January 2020.

The following events, in relation to the Combination have taken place:

Unitholders of Ascott Reit and A-HTRUST had already given their approval at the respective Meetings on 21 October 2019. Each resolution relating to the combination received resounding approval of more than 99% of the total number of votes.

The Ascott Reit Scheme and A-HTRUST Scheme had become effective in accordance with their respective terms on 19 December 2019, both schemes are binding on all the respective unitholders of Ascott Reit and A-HTRUST, whether or not you attended or voted at the respective Scheme Meetings. 

• If you are a unitholder of Ascott Reit as at the Ascott Reit Scheme Entitlement Date, you have been issued one unit of Ascott BT for every unit of Ascott Reit that you own, and the unit of Ascott BT has been stapled with the unit of Ascott Reit on 31 December 2019. No action is required on your part.

• If you are a unitholder of A-HTRUST as at the A-HTRUST Scheme Entitlement Date, you have been (i) issued the Consideration Units and (ii) paid the Cash Consideration on 31 December 2019.  No action is required on your part.

On and with effect from completion of the Combination on 31 December 2019, the Combined Entity (i.e. the stapled group comprising Ascott Reit and the Ascott BT) is named “Ascott Residence Trust”.  Ascott Reit has been renamed “Ascott Real Estate Investment Trust” and Ascott BT is named “Ascott Business Trust”.

The Ascott Reit-BT Stapled Units (with the new stock code "HMN" and the new ISIN code "SGXC16332337") have begun trading on the SGX-ST on 2 January 2020, 9am. The Ascott Reit Units (with the stock code "A68U" and the ISIN code "SG1T08929278") have ceased to trade on the SGX-ST from 27 December 2019, 9am. 

Ascott Reit Unitholders should take note of the following information with respect to the trading of Ascott Reit-BT Stapled Units on the SGX-ST:

On and with effect from completion of the Combination on 31 December 2019, each A-HTRUST Stapled Unitholder has received a consideration of S$1.0868 per A-HTRUST Stapled Unit, comprising S$0.0543 in cash (5% of the consideration) and 0.7942 units in the new stapled Ascott Reit issued at S$1.30 per Ascott Reit Stapled Unit (95% of the consideration).

On 19 December 2019, the trust scheme had become effective and binding in accordance with its terms. Each A-HTRUST Stapled Unitholder has received S$54.30 in cash and 794 units for every 1,000 A-HTRUST Stapled Units held as at the relevant books closure date.

Note: The aggregate Cash Consideration paid to each A-HTRUST Stapled Unitholder had been rounded to the nearest S$0.01. The number of Consideration Units which each A-HTRUST Stapled Unitholder was entitled to pursuant to the A-HTRUST Scheme, based on the number of the A-HTRUST Stapled Units held by such A-HTRUST Stapled Unitholder as at the A-HTRUST Scheme Entitlement Date, was rounded down to the nearest whole number, and fractional entitlements disregarded.

The managers of A-HTRUST are entitled to declare, pay or make distributions for (amongst other things) the period from 1 April 2019 up to (and including) the A-HTRUST Scheme Implementation Date (on 31 December 2019), including any clean-up distributions (the "Clean-up Distribution"). In this regard, it should be noted that the Clean-up Distribution relates to the period from 1 October 2019 up to (and including) 31 December 2019.

The transfer books and the register of A-HTRUST Stapled Unitholders were closed at 5pm on Wednesday, 18 December 2019 in order to determine the entitlements of the A-HTRUST Stapled Unitholders to the Clean-up Distribution.

The Clean-up Distribution is intended to ensure that the A-HTRUST Permitted Distributions up to (and including) the A-HTRUST Scheme Implementation Date are distributed to the AHTRUST Stapled Unitholders. The actual quantum of the distribution per A-HTRUST Stapled Unit under the Clean-up Distribution and further details in relation to the Clean-up Distribution per A-HTRUST Stapled Unit will be announced by the Ascott Reit Manager in due course after the accounts of A-HTRUST for the relevant period have been finalised.

The regular half-yearly distribution following the announcement of A-HTRUST’s 1H 2019 financial results as at 30 September 2019 was paid to A-HTRUST Stapled Unitholders on 4 December 2019.

Arrangement has been made such that that the brokerage fee payable in respect of the Odd Lots Trades (as defined below) carried out on the online trading platform of OCBC Securities Private Limited ("OCBC Securities") or the online trading platform of Phillip Securities Pte Ltd ("Phillip Securities") will not be charged to the holders of Ascott Reit-BT Stapled Units and will instead be borne by the A-HTRUST Managers (the "Odd Lots Trading Brokerage Fee Arrangement"). Such brokerage fee borne by the A-HTRUST Managers will not be charged towards the assets of A-HTRUST.

"Odd Lots Trade" means (a) an aggregate of 99 or less Ascott Reit-BT Stapled Units bought in a single day; or (b) an aggregate of 99 or less Ascott Reit-BT Stapled Units sold in a single day.

The Odd Lots Trading Brokerage Fee Arrangement shall be available for the period of one month commencing from the first date of trading of the Ascott Reit-BT Stapled Units on 2 January 2020.

The purpose of this arrangement is to facilitate the trading of odd lots of Ascott Reit-BT Stapled Units so that A-HTRUST Stapled Unitholders who have received odd lots of Ascott Reit-BT Stapled Units pursuant to the A-HTRUST Scheme will be able to either round up or round down their unitholding to the board lot size of Ascott Reit-BT Stapled Units (i.e. in multiples of 100 Ascott Reit-BT Stapled Units).

For enquiries on the Odd Lots Trading Brokerage Fee Arrangement, and/or opening of a trading account with OCBC Securities and / or Phillip Securities, please refer to the contact details set out as follow:

Please also refer to the announcement dated 16 December 2019 from A-HTRUST for further information on the Odd Lots Trading Brokerage Fee Arrangement.

To further facilitate the trading of odd lots, arrangements have also been made for a facility to be maintained for the trading of Ascott Reit-BT Stapled Units in odd lots during the same one-month period. A-HTRUST Stapled Unitholders should note that the odd-lots trading arrangement does not guarantee that the Ascott Reit-BT Stapled Units in odd lots will be traded at the same or similar levels of prices at which the Ascott Reit-BT Stapled Units will be trading at in board lots.

On and with effect from completion of the Combination on 31 December 2019,  each Ascott Reit Unitholder has been issued one unit in Ascott BT for every unit of Ascott Reit held, and the unit in Ascott BT has been stapled with the unit in Ascott Reit. 

Please refer to question 3 for more details on the stapling scheme.

The manager of Ascott Reit is entitled to declare, pay or make distributions for (amongst other things) the period from 1 January 2019 up to (and including) the A-HTRUST Scheme Implementation Date (on 31 December 2019), including any clean-up distributions. 

The transfer books and the register of Ascott Reit Unitholders were closed at 5pm on Monday, 30 December 2019 in order to determine the entitlements of the Ascott Reit Unitholders in respect of the Ascott Reit Permitted Distributions for the period from 1 July 2019 up to (and including) the A-HTRUST Scheme Implementation Date.

The actual quantum of the Ascott Reit Permitted Distributions will be announced in due course after the accounts of Ascott Reit for the relevant period have been finalised. 

Yes, it is offered to all unitholders of Ascott Reit-BT Stapled Units during the applicable period of one month commencing from the first date of trading of the Ascott Reit-BT Stapled Units on 2 January 2020.

Such unfulfilled orders were cancelled and were not carried over as orders with respect to Ascott Reit-BT Stapled Units.

Accordingly, if any person had given any such unfulfilled buy or sell orders and wishes to effect such buy or sell orders using Ascott Reit-BT Stapled Units, such person should, on the commencement of trading of the Ascott Reit-BT Stapled Units on 2 January 2020, provide fresh instructions to buy or sell Ascott Reit-BT Stapled Units using the new stock code and new ISIN code noted above.

If you have any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.