Ascott Residence Trust (SGX:A68U) signed an agreement to acquire Ascendas Hospitality Trust (SGX:Q1P) from Ascendas Land International Pte Ltd, AHDF Pte Ltd., Tang Yigang and others for SGD 1.2 billion on July 3, 2019. The transaction (“combination”) will be executed by way of a trust scheme of arrangement. As part of consideration, Ascott Residence Trust will pay SGD 0.0543 in cash and issue 0.7942 Stapled Units for each stapled unit of Ascendas Hospitality Trust. Ascott Residence Trust will establish Ascott Hospitality Business Trust ("Ascott BT") and all the units in Ascott Residence Trust will be stapled with the units in Ascott BT to form a stapled trust. Pursuant to the trust scheme of arrangement, all the units in Ascendas Hospitality Trust will be unstapled, Ascott Residence Trust will acquire all the unstapled units in Ascendas Hospitality Real Estate Investment Trust and Ascott BT will acquire all the unstapled units in Ascendas Hospitality Business Trust and Ascendas Hospitality Trust will then be delisted. On September 9, 2019, Ascott Hospitality Business Trust was established. The cash component including the cash consideration will be financed using existing debt facilities. The Break Fee and Reverse Break Fee for the transaction is SGD 12.35 million, being an amount equal to 1% of the aggregate consideration. To demonstrate its support for the combination, Ascott Residence Trust Management Limited has voluntarily waived 50% of its acquisition fee entitlement under the Ascott Reit Trust deed. No person is proposed to be appointed as a director of Ascott Residence Trust Management Limited in connection with the combination or any other transactions contemplated in relation to the combination.

The transaction is subject to approval of more than 50% of Ascott Residence Trust unitholders and Ascendas Hospitality Trust stapled unitholders, order of High Court of the Republic of Singapore sanctioning the transaction, the approval-in-principle from the SGX-ST for listing and quotation of the consideration units, approval of Monetary Authority of Singapore, Securities Industry Council, Treasurer of the Commonwealth of Australia and Inland Revenue Authority of Singapore. On September 9, 2019, SGX-ST gave its approval in-principle for the listing and quotation of consideration units. The approval in-principle for the listing and quotation of such units is subject to compliance with the SGX-ST's listing requirements, approval of the Ascott Reit Unitholders of all the resolutions to be approved for the purpose of effecting the combination and approval of the court for the implementation of the Ascott Reit Scheme. On July 11, 2019, both Tang Yigang and AHDF Pte Ltd. executed an irrevocable deed of undertaking to vote in favor of the resolutions to approve the amendment of Ascendas Hospitality Trust Deeds to facilitate the implementation of the transaction. As of August 1, 2019, the scheme meeting to obtain A-HTRUST stapled securityholders' approval on the scheme is expected to be held in October 2019. The transaction will be Distribution per Unit (DPU) accretive on a historical pro forma basis for unitholders of both Ascott Residence Trust and Ascendas Hospitality Trust. As of September 26, 2019, scheme document with detail amendment of the A-HTRUST trust deed was dispatched. The extraordinary general meeting of the A-HTRUST stapled security holders will be held on October 21, 2019. The transaction was approved by shareholders of Ascott Residence Trust. The transaction is expected to close in December 2019.

Citigroup Global Markets Singapore Pte. Ltd. acted as the financial advisor and Allen & Gledhill LLP acted as the legal advisor for the managers of Ascott Residence Trust. Morgan Stanley Asia (Singapore) Pte. acted as the financial advisor and Ng Wai King, Andrew Ang, Monica Yip, Trevor Chuan, Lydia Ong, Chan Jia Hui and Jerry Tan of WongPartnership LLP acted as the legal advisors for the managers of Ascendas Hospitality Trust. As of July 30, 2019, Ascott Residence Trust Management Limited appointed ANZ Singapore Limited as the independent financial advisor for trustee, audit committee and independent directors of Ascott Residence Trust. As of August 1, 2019, Deloitte & Touche Corporate Finance Pte Ltd is appointed as independent financial advisor for the directors of Ascendas Hospitality Trust.