OUE Limited

Company Registration No. 196400050E

Incorporated in Singapore

ANNOUNCEMENT PURSUANT TO RULE 706A OF THE LISTING MANUAL

Pursuant to Rule 706A of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Board of Directors of OUE Limited (the "Company", and together with its subsidiaries, the "Group") wishes to announce the following changes that occurred during the half-year ended 30 June 2021:

1. Acquisitions and divestment of units

OUE Commercial Real Estate Investment Trust ("OUE C-REIT")

  1. OUE Commercial REIT Management Pte. Ltd. ("OUECRM"), as manager of OUE C-REIT, had on 2 February 2021 acquired 6,344,010 units in OUE C-REIT. These units were issued to OUECRM at an issue price of S$0.3842 per unit1 and constituted payment by OUE C- REIT of 50% of the base fee component of its management fee due to OUECRM (as the manager of OUE C-REIT) for the period from 1 October 2020 to 31 December 2020, in accordance with the trust deed dated 10 October 2013 (as amended, supplemented or restated from time to time) constituting OUE C-REIT. With this transaction, the Company's interest in OUE C-REIT increased from approximately 47.96% (comprising 2,599,904,903 units) to 48.02% (comprising 2,606,248,913 units) as of 2 February 2021.
  2. OUECRM, as manager of OUE C-REIT, had on 7 May 2021 acquired 5,472,835 units in OUE C-REIT. These units were issued to OUECRM at an issue price of S$0.3906 per unit2 and constituted payment by OUE C-REIT of 50% of the base fee component of its management fee due to OUECRM (as the manager of OUE C-REIT) for the period from 1 January 2021 to 31 March 2021, in accordance with the trust deed dated 10 October 2013 (as amended, supplemented or restated from time to time) constituting OUE C-REIT. With this transaction, the Company's interest in OUE C-REIT increased from approximately 48.02% (comprising 2,606,248,913 units) to 48.07% (comprising 2,611,721,748 units) as of 7 May 2021.
  1. Based on the volume weighted average price for a unit in OUE C-REIT for all trades done on the Singapore Exchange Securities Trading Limited ("SGX-ST") for the 10 business days immediately preceding 31 December 2020.
  2. Based on the volume weighted average price for a unit in OUE C-REIT for all trades done on the SGX-ST for the 10 business days immediately preceding 31 March 2021.

First Real Estate Investment Trust ("First REIT")

  1. Clifford Development Pte. Ltd. ("CDPL"), a wholly-owned subsidiary of the Company, had on 25 February 2021 divested 5,000,000 units in First REIT, by way of an off-market married deal, for an aggregate cash consideration of approximately S$1,000,000. The consideration was arrived at on a willing-buyer,willing-seller basis taking into account the issue price of the First REIT units subscribed by CDPL pursuant to First REIT's rights issue. With this transaction, the Company's interest in First REIT decreased from approximately 27.28% (comprising 436,039,501 units) to 26.97% (comprising 431,039,501 units) as of 25 February 2021.
  2. CDPL had on 9 March 2021 acquired 462,400 units in First REIT, at an average price of S$0.2086 per unit, through the open market. With this transaction, the Company's interest in First REIT increased from approximately 26.97% (comprising 431,039,501 units) to 26.99% (comprising 431,501,901 units) as of 9 March 2021.
  3. CDPL had on 10 March 2021 acquired 15,455,000 units in First REIT, at an average price of S$0.2170 per unit, through the open market. With this transaction, the Company's interest in First REIT increased from approximately 26.99% (comprising 431,501,901 units) to 27.97% (comprising 446,956,901 units) as of 10 March 2021.
  4. First REIT Management Limited ("FRM"), as manager of First REIT, had on 17 March 2021 acquired 3,493,019 units in First REIT, comprising:
    1. 1,257,883 units in First REIT, issued to FRM at an issue price of S$1.0013 per unit3 and constituting payment by First REIT of 89% of the performance fee component of its management fee due to FRM (as the manager of First REIT) for the period from 1 October 2019 to 31 December 2019, in accordance with the trust deed dated 19 October 2006 (as amended, supplemented or restated from time to time) constituting First REIT; and
    2. 2,235,136 units in First REIT, issued to FRM at an issue price of S$0.2848 per unit4 and constituting payment by First REIT of 50% of the base fee component of its management fee due to FRM (as the manager of First REIT) for the period from 1 October 2020 to 31 December 2020, in accordance with the trust deed dated 19 October 2006 (as amended, supplemented or restated from time to time) constituting First REIT.

With these transactions, the Company's interest in First REIT increased from approximately 27.97% (comprising 446,956,901 units) to 28.12% (comprising 450,449,920 units) as of 17 March 2021.

  1. CDPL had on 24 March 2021 acquired 3,000,000 units in First REIT, at an average price of S$0.235 per unit, through the open market. With this transaction, the Company's interest in First REIT increased from approximately 28.12% (comprising 450,449,920 units) to 28.31% (comprising 453,449,920 units) as of 24 March 2021.
  1. Based on the volume weighted average price of a unit in First REIT for all trades done on the SGX-ST for the
  1. business days immediately preceding 31 December 2019.
  1. Based on the volume weighted average price of a unit in First REIT for all trades done on the SGX-ST for the
  1. business days immediately preceding 31 December 2020.
  1. FRM, as manager of First REIT, had on 4 May 2021 acquired 4,866,285 units in First REIT, comprising:
    1. 2,476,139 units in First REIT, issued to FRM at an issue price of S$0.2848 per unit5 and constituting payment by First REIT of 50% of the performance fee component of its management fee due to FRM (as the manager of First REIT) for the period from 1 January 2020 to 31 March 2020, in accordance with the trust deed dated 19 October 2006 (as amended, supplemented or restated from time to time) constituting First REIT; and
    2. 2,390,146 units in First REIT, issued to FRM at an issue price of S$0.2358 per unit6 and constituting payment by First REIT of 55% of the base fee component of its management fee due to FRM (as the manager of First REIT) for the period from 1 January 2021 to 31 March 2021, in accordance with the trust deed dated 19 October 2006 (as amended, supplemented or restated from time to time) constituting First REIT.

With these transactions, the Company's interest in First REIT increased from approximately 28.31% (comprising 453,449,920 units) to 28.53% (comprising 458,316,205 units) as of 4 May 2021.

2. Incorporation of Subsidiaries

  1. The Company has incorporated a wholly-owned subsidiary as follows:

Name of company

:

OUE Capital Pte. Ltd.

Date of incorporation

:

11 January 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$1.00

Principal activity

:

Other holding companies

  1. OUE Capital Pte. Ltd., a direct wholly-owned subsidiary of the Company, has incorporated a wholly-owned subsidiary as follows:

Name of company

: OUE Capital Management Pte. Ltd.

Date of incorporation

:

11 January 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$1.00

Principal activity

:

Other holding companies

  1. Based on the volume weighted average price of a unit in First REIT for all trades done on the SGX-ST for the
  1. business days immediately preceding 31 March 2020.
  1. Based on the volume weighted average price of a unit in First REIT for all trades done on the SGX-ST for the
  1. business days immediately preceding 31 March 2021.
  1. OUE Capital Management Pte. Ltd., an indirect wholly-owned subsidiary of the Company, has incorporated two wholly-owned subsidiaries as follows:

Name of company

: OEHT REIT Management Pte. Ltd.

Date of incorporation

:

14 January 2021

Country of incorporation

:

Singapore

Issued share capital

:

US$1.00

Principal activity

: Property fund management (including REIT management

and direct property fund management)

Name of company

: Empire Asia Investment Management Pte. Ltd.

Date of incorporation

:

22 January 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$1.00

Principal activity

:

Other holding companies

  1. OUE Retail Holdings Pte. Ltd. (formerly known as OUE Hotels (Asia) Pte. Ltd.), a direct wholly-owned subsidiary of the Company, has incorporated a wholly-owned subsidiary as follows:

Name of company

:

Auric Digital Retail Pte. Ltd.

Date of incorporation

:

15 February 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$1.00

Principal activity

:

Other holding companies

  1. Chatexpress Pte. Ltd., an indirect wholly-owned subsidiary of the Company, has incorporated a wholly-owned subsidiary as follows:

Name of company

:

CBX Pte. Ltd.

Date of incorporation

:

30 March 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$100,000.00

Principal activities

: Food courts, coffee shops, and eating houses (with mainly

food and beverage income); fast food outlets

  1. Encore Dining Pte. Ltd., an indirect wholly-owned subsidiary of the Company, has incorporated two wholly-owned subsidiaries as follows:

Name of company

: Shisen Hanten Restaurant Pte. Ltd.

Date of incorporation

:

21 April 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$100,000.00

Principal activity

: Food courts, coffee shops, and eating houses (with mainly

food and beverage income)

Name of company

:

Takayama Restaurant Pte. Ltd.

Date of incorporation

:

21 April 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$200,000.00

Principal activity

: Food courts, coffee shops, and eating houses (with mainly

food and beverage income)

  1. Oddish Ventures Pte. Ltd., an indirect wholly-owned subsidiary of the Company, has incorporated two wholly-owned subsidiaries as follows:

Name of company

: Fufu Pot Pte. Ltd.

Date of incorporation

:

21 April 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$250,000.00

Principal activity

: Food courts, coffee shops, and eating houses (with mainly

food and beverage income)

Name of company

: OUE Rempapa Pte. Ltd.

Date of incorporation

:

25 June 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$300,000.00

Principal activity

: Food courts, coffee shops, and eating houses (with mainly

food and beverage income)

  1. Delifrance Singapore Pte. Ltd. (formerly known as Maxx Coffee Singapore Pte. Ltd.), an associated company of the Company, has incorporated a wholly-owned subsidiary as follows:

Name of company

:

Maxx Coffee Singapore Pte. Ltd.

Date of incorporation

:

18 May 2021

Country of incorporation

:

Singapore

Issued share capital

:

S$300,000.00

Principal activities

:

Fast food outlets; manufacture of bread, cakes and

confectionery (excluding frozen bakery products)

3. Changes to Entities

  1. On 29 January 2021, Encore Dining Pte. Ltd. issued 299,999 ordinary shares at an issue price of S$1.00 per share to Oddish Ventures Pte. Ltd., an indirect wholly-owned subsidiary of the Company. Following the issuance, Encore Dining Pte. Ltd. remains a wholly-owned subsidiary of the Company.
  2. On 16 February 2021, the name of OUE Hotels (Asia) Pte. Ltd. was changed to OUE Retail Holdings Pte. Ltd.
  3. On 30 April 2021, Auric Digital Retail Pte. Ltd. issued 3 ordinary shares at an issue price of S$1.00 per share to OUE Retail Holdings Pte. Ltd., and 6 ordinary shares at an issue price of S$1.00 per share to Auric Bespoke I Pte. Ltd. ("ABIPL"). Following the issuances, Auric Digital Retail Pte. Ltd. has become an associated company of the Company. Please refer to the Company's announcement dated 5 May 2021 for more details on the joint venture with
    ABIPL.
    ABIPL is a wholly-owned subsidiary of Auric Capital Holdings Ltd ("ACHL"). Dr. Stephen Riady, Executive Chairman and Group Chief Executive Officer of the Company, holds 49.93% of the issued share capital of ACHL and is also deemed to have an interest in 0.14% of the issued share capital of ACHL held by companies which he controls.
  4. On 30 April 2021, the name of Maxx Coffee Singapore Pte. Ltd. was changed to Delifrance Singapore Pte. Ltd.

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OUE Ltd. published this content on 03 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2021 00:05:04 UTC.