NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, OR ANY OTHER JURISDICTION. ANY SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE OR LOCAL SECURITIES LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

UNITED HAMPSHIRE US REAL ESTATE INVESTMENT TRUST

(a real estate investment trust constituted on 18 September 2019 under the laws of the Republic of Singapore)

(Managed by United Hampshire US REIT Management Pte. Ltd.)

United Overseas Bank Limited was the sole financial adviser for the initial public offering of United Hampshire US Real Estate Investment Trust (the "Offering"). United Overseas Bank Limited, UOB Kay Hian Private Limited and UBS AG, Singapore Branch were the joint issue managers and global coordinators for the Offering. United Overseas Bank Limited, UOB Kay Hian Private Limited, UBS AG, Singapore Branch, Credit Suisse (Singapore) Limited and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch were the joint bookrunners and underwriters for the Offering.

NOTICE OF ADVANCED DISTRIBUTION RECORD DATE

AND DISTRIBUTION PAYMENT DATE

NOTICE IS HEREBY GIVEN that the transfer books and register of unitholders of UHREIT (the "Unitholders") will be closed at 5.00 p.m. on Wednesday, 13 October 2021 (the "Record Date") to determine the entitlements of Unitholders to UHREIT's distributable income (the "Advanced Distribution") for the period from 1 July 2021 to 13 October 2021, being the day immediately prior to the date on which the new units in UHREIT ("New Units") are issued in connection with the placement of New Units to eligible institutional, accredited and other investors (the "Private Placement"). The New Units issued pursuant to the Private Placement are expected to be listed on 14 October 2021.

The next distribution following the Advanced Distribution will comprise UHREIT's distributable income for the period from the day the New Units are issued under the Private Placement to 31 December 2021. Semi-annual distributions will resume thereafter.

1

The quantum of distribution per unit in UHREIT ("Unit") under the Advanced Distribution is estimated to be between US 1.73 and 1.77 cents1. The Advanced Distribution will only be distributed in respect of the existing Units (the "Existing Units") held as at 5.00 p.m. on the Record Date. The Advanced Distribution is intended to ensure that the distributable income accrued by UHREIT up to the day immediately preceding the date of issue of the New Units (which at such point, will be entirely attributable to the Existing Units) is only distributed in respect of the Existing Units, and is being proposed as a means to ensure fairness to holders of the Existing Units.

The actual quantum of the distribution per Unit under the Advanced Distribution (which may differ from the estimate above) will be announced on a later date after the management accounts of UHREIT for the relevant period have been finalised.

Unitholders whose securities accounts with The Central Depository (Pte) Limited ("CDP") are credited with Units as at 5.00 p.m. on the Record Date will be entitled to the Advanced Distribution which is currently expected to be paid on or around Friday, 17 December 2021.

The Advanced Distribution will comprise two components:

  1. distribution out of tax-exempt income (the "tax-exemptincome component") of US 1.11 cents; and
  2. distribution out of capital (the "capital component") of between US 0.62 to 0.66 cents.

Unitholders who do not submit required U.S. tax forms completely and accurately by Tuesday, 16 November 2021, will be subject to approximately 30% U.S. withholding tax on the tax-exempt income distribution. The U.S. tax forms are required to be reviewed and validated by the appointed processing agent by Wednesday, 24 November 2021. To ensure the forms can be validated by Wednesday, 24 November 2021, Unitholders are reminded to submit the completed tax forms to UHREIT's Unit Registrar - Boardroom Corporate & Advisory Services Pte. Ltd. before the validation deadline of Tuesday, 16 November 2021.

The tax-exempt income component is exempt from Singapore income tax in the hands of all Unitholders. No Singapore withholding tax will be deducted at source from this component.

The capital component of the Advanced Distribution represents a return of capital to Unitholders for Singapore income tax purposes and is therefore not subject to Singapore income tax. For Unitholders who are liable to Singapore income tax on profits from sale of Units, the amount of capital distribution will be applied to reduce the cost base of their Units for Singapore income tax purposes.

IMPORTANT - DISTRIBUTION CURRENCY ELECTION

With effect from 15 June 2020, CDP has implemented a Currency Conversion Service ("CCY"), which is a conversion and payment service that converts foreign currency cash distributions to Singapore Dollar (SGD) and credit them directly into CDP direct account holder's active Direct Crediting Service ("DCS") bank account. No action is required for CDP Securities Account holder

1 The estimated distribution for the period from 1 July 2021 to 13 October 2021 (being the date immediately prior to the date on which the New Units are issued pursuant to the Private Placement) is based on the Manager's pro-rated estimate of UHREIT's revenue and expenses for the period from 1 July 2021 to 13 October 2021. This amount is only an estimate based on information currently available to the Manager, and the actual Advanced Distribution may differ and will be announced on a later date.

2

with DCS, the CCY is automatically provided.

Registered Unitholders (other than CDP) and Unitholders whose Units are held directly through CDP will receive their Advanced Distribution in Singapore dollars, unless Unitholders elect to receive their Advanced Distribution in U.S. dollars by: (i) submitting a completed "Distribution Election Notice" to UHREIT's Unit Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. (as indicated on the Distribution Election Notice) by Tuesday, 16 November 2021 and(ii) opt out of CCY at least three

(3) business days before payment date.

Please refer tohttps://www.sgx.com/securities/retail-investor/cdp-faqsor contact CDP for further information on how to opt out of the CCY to receive distributions in U.S. dollars.

For the Advanced Distribution to be paid in Singapore dollars, United Hampshire US REIT Management Pte. Ltd., as manager of UHREIT (the "Manager"), will make the necessary arrangements to convert the Advanced Distribution from U.S dollars to Singapore dollars (taking into account the cost of exchange) at the prevailing market exchange rate.

Neither CDP nor the Manager will be liable for any damages or losses suffered by Unitholders howsoever arising from the conversion of the Advanced Distribution payable to each Unitholder from U.S. dollars into Singapore dollars. Save for approved depository agents (acting as nominees of their individual customers), each Unitholder may elect to receive the entire Advanced Distribution in either Singapore dollars or U.S. dollars and will not be able to elect to receive the Advanced Distribution in a combination of Singapore dollars and U.S. dollars.

IMPORTANT DATES AND TIMES

Event

Date / Deadline

Units will be traded ex-dividend

Tuesday, 12 October 2021 at 9.00 a.m.

Closure of UHREIT's Transfer Books and Register

Wednesday, 13 October 2021 at 5.00 p.m.

of Unitholders

Unitholders are reminded to submit the completed

Tuesday, 16 November 2021 at 5.00 p.m.

U.S. tax forms to UHREIT's Unit Registrar -

Boardroom Corporate & Advisory Services Pte.

Ltd.. Unitholders who do not submit required U.S.

tax forms completely and accurately will be subject

to 30% U.S. withholding taxes on the Advanced

Distribution.

Unitholders must complete and return the

Tuesday, 16 November 2021 at 5.00 p.m.

Distribution Election Notice to UHREIT's Unit

Registrar, Boardroom Corporate & Advisory

Services Pte. Ltd. (as indicated on the Distribution

Election Notice) in order to receive the Advanced

Distribution in U.S. dollars

Payment of Advanced Distribution

Friday, 17 December 2021

3

Should Unitholders have any queries in relation to these procedures, please do not hesitate to contact:

Ms Leng Tong Yan

Vice President of Investor Relations and Corporate Development

Email: lengtongyan@uhreit.com

Or visit our website at: http://uhreit.com/

BY ORDER OF THE BOARD

Robert T. Schmitt

Chief Executive Officer

United Hampshire US REIT Management Pte. Ltd.

(Company Registration No. 201916768W)

(as manager of United Hampshire US Real Estate Investment Trust)

5 October 2021

4

IMPORTANT NOTICE

This announcement is for information purposes only and does not constitute or form part of an offer, invitation or solicitation of any offer to purchase or subscribe for any securities of UHREIT in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.

This announcement may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from other companies and venues for the sale or distribution of goods and services, shifts in customer demands, customers and partners, changes in operating expenses (including employee wages, benefits and training costs), governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's view of future events.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, European Economic Area, Canada or Japan, and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act, or except pursuant to an applicable exemption from registration. There will be no public offer of securities in the United States.

The value of units in UHREIT ("Units") and the income derived from them may fall as well as rise. The Units are not obligations of, deposits in, or guaranteed by the Manager, Perpetual (Asia) Limited (as trustee of UHREIT) or any of their respective affiliates.

An investment in the Units is subject to investment risks, including the possible loss of the principal amount invested. Holders of Units ("Unitholders") have no right to request that the Manager redeem or purchase their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on Singapore Exchange Securities Trading Limited (the "SGX-ST"). Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of UHREIT is not necessarily indicative of the future performance of UHREIT.

This announcement has not been reviewed by the Monetary Authority of Singapore.

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore: The New Units are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).

5

Attachments

  • Original document
  • Permalink

Disclaimer

United Hampshire US REIT published this content on 05 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 October 2021 02:59:10 UTC.