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Scheme Document Requires Your Immediate Attention THIS SCHEME DOCUMENT REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ CAREFULLY. IF YOU ARE IN ANY DOUBT ABOUT THIS SCHEME DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, TAX ADVISER OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. SCHEME SCHEME DOCUMENT CONSIDERATION DATED 27 OCTOBER 2017 S$3.38 IN CASH In relation to the proposed acquisition of Global Logistic Properties Limited (“GLP”) by Nesta Investment Holdings Limited by way of a Scheme of Arrangement FOR EACH SHARE IMPORTANT DATES AND TIMES Latest date and time for lodgement GLOBAL LOGISTIC PROPERTIES LIMITED of Proxy Form (Incorporated in the Republic of Singapore) 10.00 a.m., 27 November 2017 Company Registration No. 200715832Z Independent Financial Adviser to Date and time of Scheme Meeting Financial Adviser to the Independent Directors of Global Logistic Properties Limited Global Logistic Properties Limited 10.00 a.m., 30 November 2017 Venue of Scheme Meeting Financial Advisers to Nesta Investment Holdings Limited Hall 405, Level 4, Suntec Singapore Convention & Exhibition Centre 1 Raffles Boulevard, Suntec City, Singapore 039593 MINIMART YOUR VOTE COUNTS Please vote in person or send in your vote IMPORTANT NOTICE This Scheme Document is issued by GLP. This Scheme Document is important and requires your immediate attention. Please read it carefully. If you have sold or transferred all or any of your issued and fully paid-up ordinary shares in the capital of GLP, you should immediately hand this Scheme Document and the accompanying Proxy Form to the purchaser or transferee or to the bank, stockbroker or agent through whom you effected the sale or transfer, for onward transmission to the purchaser or transferee. The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Scheme Document. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. All capitalised terms shall, if not otherwise defined, have the same meanings ascribed to them in this Scheme Document. All references to dates and times are to Singapore dates and times. FFA_GLPA_GLP sschemecheme ddococ bbookook 223thOct_V5.indd3thOct_V5.indd 1 110/25/20170/25/2017 112:34:372:34:37 AAMM 1 What is the background of the transaction? What has happened? Announcement of the Strategic Review 1 December 2016 • Request received from GLP’s largest shareholder, GIC Real Estate Private Limited (“GIC”). • A Special Committee comprising four independent directors of GLP was constituted to oversee a Strategic Review, with a focus on maximising shareholder value. Conclusion of the Strategic Review 14 July 2017 • Nesta Investment Holdings Limited, which offered a Scheme Consideration of S$3.38 in cash for each Share, was selected as the preferred bidder. Kopitiam G1 All capitalised terms shall, if not otherwise defined, have the same meanings ascribed to them in this Scheme Document. All references to dates and times are to Singapore dates and times. FFA_GLPA_GLP sschemecheme ddococ bbookook 223thOct_V5.indd3thOct_V5.indd 2 110/25/20170/25/2017 112:34:462:34:46 AAMM What are the next steps? Shareholders to vote on the Scheme 30 November 2017 Details of Scheme Meeting 10.00 a.m., 30 November 2017 Hall 405, Level 4, Suntec Singapore Convention & Exhibition Centre 1 Raffles Boulevard, Suntec City, Singapore 039593 Outcome if Scheme becomes effective By 19 January 20181 • Shareholders to receive S$3.38 in cash per Share. • GLP is expected to be delisted from the SGX-ST after payment of the Scheme Consideration. 1 Refers to expected date for payment of the Scheme Consideration. Payment of the Scheme Consideration to be within seven (7) Business Days from the date the Scheme becomes effective. ** You should note that the expected date for payment of the Scheme Consideration is indicative only and may be subject to change. Please refer to future announcement(s) by the Company for the exact date of this event. All capitalised terms shall, if not otherwise defined, have the same meanings ascribed to them in this Scheme Document. All references to dates and times are to Singapore dates and times. G2 FFA_GLPA_GLP sschemecheme ddococ bbookook 223thOct_V5.indd3thOct_V5.indd 3 110/25/20170/25/2017 112:34:512:34:51 AAMM 2 Who is the Offeror? Nesta Investment Holdings Limited is owned by investment companies with a global capital investor base. Each member of the consortium understands the different elements of the logistics ecosystem. • Established by Mr. Fang Fenglei in 2008 • Leading China-based private equity investment firm, with offices in Beijing, Hong Kong and Singapore HOPU Logistics Investment Management Co., Ltd. and its affiliates and entities managed or advised • HOPU manages approximately US$8.5 billion through by them (“HOPU”) multiple funds, and has generated transactions amounting to US$33 billion in deal size • Global firm of investment professionals and operating executives focused on building and investing in high quality business franchises Hillhouse Capital Logistics Management, Ltd. • Founded in 2005, Hillhouse Capital and its group and its affiliates and entities managed or advised members manage more than US$30 billion in assets by them (“Hillhouse Capital”) on behalf of leading institutional clients globally • SMG Eastern Limited is wholly owned by Mr. Ming Z. Mei, the Chief Executive Officer and Executive Director of SMG Eastern Limited and its affiliates and the Company entities managed or advised by them • Incorporated in Hong Kong in 1984, BOCGI is the financial service investment arm of Bank of China Limited • Bank of China Group Investment Limited and BOCGI invests in Hong Kong, China and overseas, and its affiliates (“BOCGI”) focuses mainly on Bank of China Limited’s key customers, target clients and strategic partners • Established in 1984, Vanke is a leading real estate company headquartered in Shenzhen • Develops residential properties, as well as other retail and industrial properties Vanke Real Estate (Hong Kong) Company Limited (“VREHK”) and its affiliates (“Vanke”) • It conducts investment, financing and property development activities outside of China through offshore management platforms, including VREHK G3 All capitalised terms shall, if not otherwise defined, have the same meanings ascribed to them in this Scheme Document. All references to dates and times are to Singapore dates and times. FFA_GLPA_GLP sschemecheme ddococ bbookook 223thOct_V5.indd3thOct_V5.indd 4 110/25/20170/25/2017 112:34:542:34:54 AAMM 3 How does the Scheme Consideration compare to historical prices? The Scheme gives you an opportunity to realise your investment at a premium with no brokerage or trading costs. The Scheme Consideration represents a premium of approximately 81% over the Company’s 12-month volume weighted average price (“VWAP”) of S$1.87, up to and including 30 November 2016 (being the last trading day immediately prior to the date on which the Company released the announcement in respect of the undertaking of the Strategic Review). The Scheme Consideration also represents a premium of 8% over the all-time high closing price of the Shares on 24 October 2013 and 15 November 2013. If you had invested in the Company during its initial public offering, you will realise a 9.2% annualised return on your investment1 if the Scheme is successful. Scheme Consideration = S$3.38 for each Share 81% 76% 72% 67% 64% 25% 8% 22% 30% S$1.87 S$1.92 S$1.96 S$2.02 S$2.06 S$2.70 S$3.13 S$2.78 S$2.60 12 month 6 month 3 month 1 month Undisturbed Last full day All-time high Analyst NAV per VWAP2 VWAP2 VWAP2 VWAP2 price2 traded price3 closing price4 Target Share as of Price5 30 June 2017 Source: Bloomberg 1 Assuming that you re-invested all net cash dividends received over time into Shares and exit the investment at S$3.38/Share on 14 April 2018, which is the Long Stop Date. 2 Closing price as of 30 November 2016, which was the last trading day immediately before 1 December 2016, being the date on which the Company released the announcement in respect of the undertaking of the strategic review. The VWAPs are with reference to the relevant periods up to and including 30 November 2016. 3 Closing price as of 12 July 2017, being the last full trading day immediately prior to the Joint Announcement on 14 July 2017. 4 The highest closing price of the Shares, prior to the Joint Announcement on 14 July 2017, since the Company’s listing on the SGX-ST on 18 October 2010, i.e., the Closing Price of S$3.13 per Share on 24 October 2013 and 15 November 2013. 5 Average analyst 12-month target price as of 12 July 2017, based on analyst recommendations updated over the prior three (3) months. Target price range is S$1.72 – S$3.06 (Source: Bloomberg). All capitalised terms shall, if not otherwise defined, have the same meanings ascribed to them in this Scheme Document. All references to dates and times are to Singapore dates and times. G4 FFA_GLPA_GLP sschemecheme ddococ bbookook 223thOct_V5.indd3thOct_V5.indd 5 110/25/20170/25/2017 112:34:542:34:54 AAMM 4 What does the Independent Financial Adviser (“IFA”) recommend? IT IS IMPORTANT THAT YOU READ THIS EXTRACT TOGETHER WITH AND IN THE CONTEXT OF THE IFA LETTER IN FULL, WHICH CAN BE FOUND IN APPENDIX 1 TO THE SCHEME DOCUMENT. YOU ARE ADVISED AGAINST RELYING SOLELY ON THIS EXTRACT, WHICH IS ONLY MEANT TO DRAW ATTENTION TO THE CONCLUSION AND OPINION OF THE IFA. AN EXTRACT FROM THE IFA LETTER IS SET OUT BELOW: “…we are of the opinion that as of the IFA Reference Date, from a financial point of view, the Scheme Consideration is FAIR AND REASONABLE.
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