Mapletree Commercial Trust : Joint Announcement - Proposed Merger of MCT and MNACT by way of a Trust Scheme of Arrangement

Mapletree Commercial Trust	Mapletree North Asia Commercial
(A real estate investment trust constituted on 25	Trust
August 2005 under the laws of the Republic of	(A real estate investment trust constituted on 14
Singapore)
February 2013 under the laws of the Republic of
	Singapore)
Managed by	Managed by
Mapletree Commercial Trust	Mapletree North Asia Commercial
Management Ltd.	Trust Management Ltd.
(Company Registration No. 200708826C)	(Company Registration No. 201229323R)

JOINT ANNOUNCEMENT

PROPOSED MERGER OF MAPLETREE COMMERCIAL TRUST

AND MAPLETREE NORTH ASIA COMMERCIAL TRUST

BY WAY OF A TRUST SCHEME OF ARRANGEMENT

1. INTRODUCTION

1.1 The Merger

The respective boards of directors of Mapletree Commercial Trust Management Ltd., as manager of Mapletree Commercial Trust ("MCT", and as manager of MCT, the "MCT Manager"), and Mapletree North Asia Commercial Trust Management Ltd., as manager of Mapletree North Asia Commercial Trust ("MNACT", and as manager of MNACT, the "MNACT Manager"), are pleased to announce the proposed merger of MCT and MNACT (the "Merger").

The Merger is to be effected through the acquisition by MCT of all the issued and paid-up units of MNACT ("MNACT Units") by way of a trust scheme of arrangement (the "Trust Scheme") in accordance with the Singapore Code on Take-overs and Mergers (the "Code") and the deed of trust constituting MNACT dated 14 February 2013 (as amended) (the "MNACT Trust Deed").

The consideration for each MNACT Unit (the "Scheme Consideration") comprises either (a) 0.5963 new units in MCT ("MCT Units", and the new MCT Units to be issued, the

"Consideration Units") (the "Scrip-OnlyConsideration"), or (b) a combination of 0.5009 Consideration Units and S$0.1912 in cash (the "Cash Consideration", and together with the Consideration Units, the "Cash-and-ScripConsideration"), at the election of each unitholder of MNACT ("MNACT Unitholder"). Based on an issue price of S$2.0039 per MCT Unit1, the Scheme Consideration is S$1.1949 and implies a gross exchange ratio of 0.5963x.

1 Being the 1-dayVolume-weighted Average Price ("VWAP") of MCT Units on 27 December 2021.

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It is contemplated that in the event the Merger is implemented, applications would be made to the relevant regulatory authorities to withdraw the authorisation of MNACT as an authorised scheme and to delist the MNACT Units from the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). On completion of the Merger, the delisted and de- authorised MNACT would be wholly owned by MCT.

Following the Merger, it is intended that the Merged Entity will be renamed "Mapletree Pan Asia Commercial Trust" ("MPACT", or the "Merged Entity").

1.2 Structure

The unitholding percentages of Mapletree Investments Pte Ltd ("MIPL", or the "Sponsor") and certain of its wholly-owned subsidiaries as set out below ("MIPL Entities") as at the date of this

Joint Announcement (the "Joint Announcement Date") in each of MCT, MNACT and (immediately upon completion of the Merger, on the bases and assumptions set out in this Joint Announcement) the Merged Entity are set out as follows and reflected in Schedule 1.

					Assuming all	Assuming all
					MNACT	MNACT
					unitholders	unitholders
					elect	elect
					Scrip-Only	Cash-and-
						Scrip
MIPL Entities	MCT (%)(1)	MNACT (%)(2)	Merged	Merged
			(as at 29	(as at 29	Entity (%)(3)	Entity (%)(4)
			December	December
			2021)	2021)
The HarbourFront Pte	4.14	-	2.54	2.64
Ltd
HarbourFront	Place	13.33	-	8.16	8.49
Pte. Ltd.
HarbourFront Eight Pte	10.60	-	6.49	6.75
Ltd
Sienna Pte. Ltd.		1.42	-	0.87	0.90
Mapletree	Commercial	3.09	-	1.89	1.97
Trust Management Ltd.
Kent Assets Pte Ltd	-	22.08	8.56	8.90
Suffolk Assets Pte Ltd	-	7.80	3.02	3.15
Mapletree	North	Asia	-	2.72	1.05	1.09
Property	Management
Limited
Mapletree	North	Asia	-	5.55	2.15	2.24
Commercial	Trust
Management Ltd.
Total			32.59	38.14	34.74	36.13
Notes:

1. Calculated based on a total of 3,322,353,562 MCT Units.
2. Calculated based on a total of 3,527,974,156 MNACT Units.
3. Based on an aggregate of 5,426,039,534 units in the Merged Entity assuming all MNACT Unitholders elect to receive the Scrip-Only Consideration. This figure does not take into consideration any fees that may be payable in units to the MCT Manager or the MNACT Manager prior to the Effective Date (as defined in paragraph 8.4).

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1. Based on an aggregate of 5,217,801,518 units in the Merged Entity assuming MNACT Unitholders except for MIPL elect to receive the Cash-and-Scrip Consideration. This figure does not take into consideration any fees that may be payable in units to the MCT Manager or the MNACT Manager prior to the Effective Date.

1.3 MCT Announcement

The pro forma financial effects of the Merger and certain other information required to be disclosed by the MCT Manager pursuant to the Listing Manual of the SGX-ST ("Listing Manual"), are set out in the announcement of the Merger released by the MCT Manager on SGXNET dated 31 December 2021 titled "Proposed Merger of Mapletree Commercial Trust and Mapletree North Asia Commercial Trust By Way Of A Trust Scheme Of Arrangement" (the

"MCT Announcement").

2. MCT AND THE MCT MANAGER

2.1 MCT

MCT is a Singapore-focused real estate investment trust ("REIT") established with the principal investment objective of investing on a long-term basis, directly or indirectly, in a diversified portfolio of income-producing real estate used primarily for office and/or retail purposes, in Singapore, whether wholly or partially, as well as real estate used primarily for office and/or retail purposes, whether wholly or partially, as well as real estate-related assets. MCT has been listed on the SGX-ST since 27 April 2011 and has a market capitalisation of S$6.6 billion as at 27 December 2021. As at the Joint Announcement Date, MCT has a portfolio of five properties located in Singapore, with a total net lettable area ("NLA") of 5.0 million square feet.

Certain key financial information with respect to MCT and its subsidiaries (the "MCT Group" and each entity in the MCT Group, a "MCT Group Entity") as at 30 September 2021 and for the financial half-year ended 30 September 2021 ("1H FY21/22") is set out as follows:

MCT Group	Information
Net Asset Value ("NAV") (1)	S$5,578.9 million
NAV per MCT Unit(1)	S$1.68
Distributable income for 1H FY21/22	S$146.5 million
Distribution per MCT Unit for 1H FY21/22	4.39 Singapore cents
Net profits before tax for 1H FY21/22	S$175.3 million
Total assets	S$8,904.7 million
Aggregate valuation of portfolio(2)	S$8,784.0 million

Notes:

1. For the purposes of this Joint Announcement, all references to NAV of the MCT Group exclude distributable income.
2. The valuations were carried out by CBRE Pte. Ltd. and Jones Lang LaSalle Property Consultants Pte Ltd as at 30 September 2021 using a combination of methods, namely discounted cash flow method and income capitalisation approach.

2.2 MCT Manager

MCT is managed by the MCT Manager. The MCT Manager is a wholly-owned subsidiary of MIPL. The MCT Manager holds a Capital Markets Services Licence ("CMS Licence") for REIT management pursuant to the Securities and Futures Act (Cap. 289 of Singapore) (the "SFA").

As at the Joint Announcement Date, the board of directors of the MCT Manager (the "MCT

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Board") comprises the following persons (the "MCT Directors"): Mr Tsang Yam Pui, Ms Kwa Kim Li, Mr Premod P. Thomas, Mr Kan Shik Lum, Mr Koh Cheng Chua, Mr Wu Long Peng, Mr Mak Keat Meng, Mr Alvin Tay, Mr Hiew Yoon Khong, Ms Koh Mui Ai Wendy, Ms Amy Ng and Ms Sharon Lim.

3. MNACT AND THE MNACT MANAGER

3.1 MNACT

MNACT is the first and only North Asia focused commercial REIT listed in Singapore that aims to invest, directly or indirectly, in a diversified portfolio of income-producing real estate in China, Hong Kong SAR2, Japan and South Korea which is used primarily for commercial purposes (including real estate used predominantly for retail and/or offices), as well as real-estate related assets. Listed on the SGX-ST on 7 March 2013, MNACT has a market capitalisation of S$3.9 billion as of 27 December 2021. As at the Joint Announcement Date, MNACT has a portfolio of 13 properties3 located overseas in China, Hong Kong SAR, Japan and South Korea, with a NLA of 5.9 million square feet.

Certain key financial information with respect to MNACT and its subsidiaries (the "MNACT Group" and each entity in the MNACT Group, a "MNACT Group Entity") as at 30 September 2021 and for 1H FY21/22 (with the exception of the assets under management of MNACT's portfolio, which is as at 31 October 2021) is set out as follows:

MNACT Group	Information
NAV(1)	S$4,168.9 million
NAV per MNACT Unit(1)	S$1.1949
Distributable income for 1H FY21/22	S$119.5 million
Distribution per MNACT Unit for 1H FY21/22	3.426 Singapore cents
Profit before income tax for 1H FY21/22	S$118.3 million
Total assets	S$8,461.9 million
Assets under management (2)	S$8,319.5 million

Notes:

1. For the purposes of this Joint Announcement, all references to "NAV" of the MNACT Group exclude non- controlling interests and distributable income. Based on MNACT's NAV per unit as of 30 September 2021 and applying the following adjustments: (i) excludes MNACT's reported 1H FY21/22 DPU of 3.426 Singapore cents paid on 24 December 2021; and (ii) assumes valuation of MNACT's Investment Properties and Joint
   Venture held as of 30 September 2021 is based on valuation as of 31 October 2021 as announced on 31 December 2021.
2. The valuations were carried out by Knight Frank Petty Ltd, JLL Morii Valuation & Advisory K.K. and CBRE Korea Company Limited as at 31 October 2021 using a combination of methods, namely discounted cash flow method, income capitalisation method and direct comparison method.

3.2 MNACT Manager

MNACT is managed by the MNACT Manager. The MNACT Manager is an indirect wholly- owned subsidiary of MIPL. The MNACT Manager holds a CMS Licence for REIT management pursuant to the SFA.

As at the Joint Announcement Date, the board of directors of the MNACT Manager comprises

1. Where Hong Kong SAR is mentioned in the announcement, it refers to Hong Kong Special Administrative Region ("SAR").
2. This includes 50.0% effective interest in The Pinnacle Gangnam ("TPG") located in South Korea.

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the following persons (the "MNACT Directors"): Mr Paul Ma Kah Woh, Mr Lok Vi Ming, Mr Kevin Kwok, Mr Chua Kim Chiu, Ms Chiang Sui Fook Lilian, Mr Lawrence Wong Liang Ying, Mr Michael Kok Pak Kuan, Ms Tan Su Shan, Mr Pascal Jean-Louis Lambert, Mr Chua Tiow Chye, Ms Koh Mui Ai Wendy and Ms Cindy Chow Pei Pei.

4. RATIONALE AND KEY BENEFITS OF THE MERGER

The managers of MCT and MNACT believe that the Merger will be transformative; upon completion it will create a flagship commercial REIT in Asia with stability and scale across key Asian gateway markets. The Merged Entity combines the best qualities of both MCT and MNACT - (i) strength, driven by MCT, the largest pure-play Singapore commercial REIT with longstanding track record in delivering stable returns to unitholders, and (ii) growth potential, driven by MNACT, the first and only North Asia focused REIT listed in Singapore with properties in key gateway markets including China, Hong Kong Special Administrative Region ("SAR"), Japan and South Korea.

The Merged Entity will comprise a diversified and high-quality portfolio, with a broadened investment mandate to invest in income-producing real estate used primarily for office and/or retail purposes and an expanded geographic scope to key gateway markets of Asia.

For MCT, the Merger offers a ready launchpad for Asian expansion to establish footholds in multiple cities swiftly. For MNACT, the Merger offers access to the stable and resilient Singapore market, and through an enlarged platform, provides higher financial capability and flexibility to accelerate growth.

4.1 Proxy to Key Gateway Markets of Asia

4.1.1 18 commercial properties across five key gateway markets of Asia with total assets under management of over S$17 billion

The Merged Entity combines two high quality portfolios across five markets to create a proxy to key gateway markets of Asia, with a significant total assets under management

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