Proposed Merger with ESR-REIT

ARA LOGOS Logistics Trust Virtual Information Session with SIAS

Date: 9 Mar 2022

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Proposed Merger with ESR-REIT

Proposed Merger with ESR-REIT

Date: 25 Feb 2022

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Proposed Merger with ESR-REIT

Revised Scheme Document

Date: 25 Feb 2022

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ARA LOGOS Logistics Trust Fireside Chat with SIAS

Date: 3 Feb 2022

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SIAS-ARA LOGOS Logistics Trust Virtual Dialogue Session

Date: 14 Jan 2022

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ARA LOGOS Logistics Trust and ESR-REIT
Fireside Chat with SIAS

Date: 3 Dec 2021

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Key Documents

Date Title Documents
Apr 25, 2022 Letter to Unitholders
Mar 21, 2022 Extraordinary General Meeting and Scheme Meeting
Mar 16, 2022 Responses To Substantial And Relevant Questions
Mar 11, 2022 SIAS-ARA LOGOS Logistics Trust Virtual Information Session
Feb 25, 2022 Invitation to the SIAS-ARA LOGOS Logistics Trust Virtual Information Session
Court Meeting - Voluntary
Extraordinary/Special General Meeting - Voluntary
Feb 8, 2022 Proposed Merger with ESR-REIT
Feb 7, 2022 Court Hearing
Jan 22, 2022 Proposed Merger with ESR-REIT
Jan 5, 2022 Invitation to the SIAS-ARA LOGOS Logistics Trust Virtual Dialogue Session
Court Meeting - Voluntary
Extraordinary/ Special General Meeting - Voluntary
Oct 15, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement

Latest Announcements

Date Title
Apr 28, 2022 Delisting Of Security
Apr 28, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme of Arrangement
  • Payment Of Scheme Consideration
  • Delisting Of ARA LOGOS Logistics Trust
  • Change Of Name Of The Enlarged REIT And The ESR-REIT Manager
Apr 25, 2022 Letter to Unitholders
Apr 22, 2022 Satisfaction of All Conditions of the Waiver from Listing Rules Compliance
Apr 22, 2022 Financial Statements and Related Announcement - Full Yearly Results
Apr 22, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Effective Date Of The Scheme
Apr 20, 2022 Receipt of Approval-In-Principle for Delisting and Conditional Waiver from Listing Rules Compliance
Apr 18, 2022 Court Sanction of the Scheme and Last Day of Trading of the ALOG Units
Apr 08, 2022 Notice of Conditional Record date for the Scheme and the ALOG Clean-up Distribution
Apr 08, 2022 Minutes of the Extraordinary General Meeting held on 21 March 2022
Apr 08, 2022 Minutes of the Scheme Meeting held on 21 March 2022
Mar 30, 2022 Notice of Court Hearing Date
Mar 23, 2022 Extension of Long-Stop Date
Mar 21, 2022 Results of Extraordinary General Meeting and Scheme Meeting
Mar 21, 2022 Proposed Merger with ESR-REIT – Joint Press Release
Mar 16, 2022 Responses To Substantial And Relevant Questions
Mar 11, 2022 SIAS-ARA LOGOS Logistics Trust Virtual Information Session - Responses To Substantial And Relevant Questions
Feb 25, 2022 ARA LOGOS Logistics Trust To Seek Unitholders’ Approval For The Proposed Merger With ESR-REIT On 21 March 2022
Feb 25, 2022 Invitation To The SIAS-ARA LOGOS Logistics Trust Virtual Information Session
Feb 25, 2022 Notice Of Scheme Meeting
Feb 25, 2022 Notice Of Extraordinary General Meeting Of Unitholders Of ARA LOGOS Logistics Trust
Feb 08, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Update Of Frequently Asked Questions
Feb 07, 2022 Notice Of Date Of Court Hearing For Extension Of Time To Convene Scheme Meeting
Jan 22, 2022 Proposed Merger of ESR-REIT And ARA Logos Logistics Trust - Revision Of Scheme Consideration
Jan 21, 2022 Cancellation Of SIAS-ARA LOGOS Logistics Trust Live Fireside Chat
Jan 21, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 21, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 20, 2022 Announcement By ARA Asset Management Limited Regarding The Completion Of The Proposed Acquisition Of ARA Asset Management Limited By ESR Cayman Limited
Jan 20, 2022 Disclosure Of Interest/ Changes In Interest Of Substantial Shareholder(s)/ Unitholder(s) - Notification By Substantial Unitholder In Respect Of Cessation Of Interest - BlackRock, Inc.
Jan 19, 2022 Invitation To SIAS-ARA LOGOS Logistics Trust Live Fireside Chat
Jan 19, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 18, 2022 Response To The Business Times Article
Jan 18, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 17, 2022 SIAS-ARA LOGOS Logistics Trust Virtual Dialogue Session
Jan 17, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 14, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 13, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 12, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 11, 2022 Disclosure Of Interest/ Changes In Interest Of Trustee-Manager/ Responsible Person - Disclosure Of Interest / Changes In Interest Of Trustee - Manager/ Responsible Person
Jan 12, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 11, 2022 Completion Of The Heron Property Acquisition
Jan 10, 2022 Date Of Release Of Financial Results Of ARA LOGOS Logistics Trust For The Half Year And Financial Year Ended 31 December 2021
Jan 10, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 07, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 06, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 05, 2022 Proposed Merger By Way Of A Trust Scheme of Arrangement - Dealings Disclosure
Jan 05, 2022 Invitation to the SIAS-ARA LOGOS Logistics Trust Virtual Dialogue Session
Jan 05, 2022 Court Meeting - Voluntary
Jan 05, 2022 Extraordinary/ Special General Meeting - Voluntary
Jan 04, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 04, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Jan 03, 2022 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 31, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 31, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 30, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 30, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 29, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 29, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 28, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 28, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 24, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 24, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 23, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 23, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 22, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 22, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 21, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 21, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 20, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 20, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 17, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 17, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 16, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 16, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 15, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 15, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 14, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 13, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 10, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 10, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 09, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 09, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 08, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 07, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 06, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 03, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 03, 2021 Replace - Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 03, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Dec 02, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Nov 24, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Nov 22, 2021 Proposed Merger By Way Of A Trust Scheme of Arrangement Dealing Disclosures
Nov 03, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Update On The Proposed ARA Acquisition
Nov 02, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Oct 26, 2021 Proposed Merger By Way Of A Trust Scheme of Arrangement - Dealings Disclosure
Oct 18, 2021 Proposed Merger Of ESR-REIT And ARA LOGOS Logistics Trust By Way Of A Trust Scheme Of Arrangement - Dealings Disclosure
Oct 15, 2021 Proposed Merger with ESR-REIT - Joint Announcement
Oct 15, 2021 Proposed Merger with ESR-REIT - Presentation
Oct 15, 2021 Proposed Merger with ESR-REIT - Press Release
Oct 15, 2021 Notice Of Valuation Of Real Assets - Valuation Of Investment Properties

FAQs

All capitalised terms, unless separately defined shall have the same meanings ascribed to them in the joint announcement issued by the ESR-REIT Manager and the ALOG Manager entitled “Proposed Merger of ESR-REIT and ARA LOGOS Logistics Trust by way of a Trust Scheme of Arrangement” dated 15 October 2021 (the "Joint Announcement") and the revised joint announcement issued by the ESR-REIT Manager and the ALOG Manager entitled “Proposed Merger of ESR-REIT and ARA LOGOS Logistics Trust by way of a Trust Scheme of Arrangement – Revision of Scheme Consideration” dated 22 January 2022 (the "Revised Joint Announcement").

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

Unitholders are encouraged to read this FAQ in conjunction with the Revised Joint Announcement and the revised scheme document (the "Revised Scheme Document") which will be issued in due course.

1. What is the transaction about?
2. What is the Revised Scheme Consideration?
3. How was the Revised Scheme Consideration determined?
4. How does the Revised Scheme Consideration compare with the historical trading prices of ALOG Units?
5. Is the Merger proposed to mitigate the conflicts of interests resulting from the Proposed ARA Acquisition?
6. What is the rationale of this Merger?
7. What were the key assumptions used in arriving at the historical pro forma FY2020 DPU accretion of 12.8% to ALOG unitholders?
8. What were the key assumptions used in arriving at the historical pro forma FY2020 NAV per unit accretion of 5.3% to ALOG unitholders?
9. Could ALOG have achieved cost savings independently and carried out its own refinancing at lower costs? Could ALOG have paid JTC the upfront land premium even without the Merger to reduce the land rent expense?
10. Why are the unitholders being offered part-cash-part-units Scheme Consideration?
11. What are the terms of the new financing facility?
12. Who initiated this deal and when did negotiations start?
13. What is the gearing of ESR-LOGOS REIT post-Merger? What is the gearing target? How will the ALOG Manager manage the gearing post-merger?
14. Which overseas markets will ESR-LOGOS REIT expand into post-Merger?
15. What are the approvals required?
16. What will happen to the perpetual securities currently issued by ALOG?
17. Who will lead the management of the Enlarged REIT?
18. What is the indicative timeline of the Merger?

Notes:

  1. With reference to ALOG's closing price of S$0.935, as well as one (1)-month VWAP of S$0.928, 3 month VWAP of S$0.913, as of the last full trading day immediately prior to the Joint Announcement Date, and NAV per ALOG Unit of S$0.678, as of 30 September 2021.
  2. Based on the ESR Group’s management estimate for the ESR Group (including the AUM of its associates) as of 31 December 2021.
  3. ESR Group data as of 30 June 2021.
  4. The illustrative value of the Revised Scheme Consideration represents the sum of (i) the value of the Consideration Units based on ESR-REIT’s 1-month VWAP as at the Last Trading Date and (ii) the Cash Consideration.
  5. With reference to ALOG’s NAV as of 30 September 2021.
  6. In comparison for the P/NAV implied by scheme consideration for precedent S-REIT mergers for CapitaLand Commercial Trust, Frasers Commercial Trust, Ascendas Hospitality Trust, OUE Hospitality Trust, Viva Industrial Trust and Keppel Infrastructure, Trust, as well as the P/NAV implied by consideration paid for precedent S-REIT privatisations of Soilbuild Business Space REIT, Accordia Golf Trust, Religare Health Trust, Saizen REIT, Croesus Retail Trust, Forterra Trust and Perennial China Retail Trust.
  7. For comparison, the historical pro forma DPU accretions for the following successfully completed S-REIT mergers are: (i) CCT-CMT merger (7.6%); (ii) FCOT-FLT merger (2.5%); (iii) A-HTRUST-ART merger (1.8%); (iv) OUE H-TRUST-OUE C-REIT merger (1.4%); and (v) ESR-REIT-VIT merger (3.6%).
  8. ESR-LOGOS REIT's free float of S$2.5 billion is computed based on 5,035 million free float units of ESR-LOGOS REIT multiplied by an issue price of S$0.4924 per ESR-REIT Unit.
  9. Based on reported total assets as of 30 June 2021.
  10. As at 30 June 2021.
  11. Based on GRI for the month of June 2021. Excludes contributions from Fund Properties.
  12. ALOG Fund Real Properties” means (a) the properties in Australia in which the New LAIVS Trust holds a 100.0% interest, namely 69 Sargents Road, Minchinbury, New South Wales, 11-14 John Morphett Place, Erskine Park, New South Wales, 34-58 Marshall Court, Altona, Victoria and 27-43 Toll Drive, Altona North, Victoria; and (b) the property in Australia in which the Oxford Property Fund holds a 100.0% interest, namely 1 Hume Road, Laverton North, Victoria.
  13. Debt headroom is based on an aggregate leverage limit of 50% under the Property Funds Appendix, calculated headroom from FY2020 pro forma adjusted aggregate leverage.

Investor Contact

BofA Securities, Inc.
Telephone: +65 6678 0066
DBS Bank Ltd.
Telephone: +65 6878 4155
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