GLOBAL LOGISTIC PROPERTIES LIMITED 1. (Registration No Z)
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1 GLOBAL LOGISTIC PROPERTIES LIMITED 1 (Registration No Z) GLP, Canada Pension Plan Investment Board, China Investment Corporation and Government of Singapore Investment Corporation form Joint Ventures to Acquire Properties in Brazil 1. INTRODUCTION 1.1 The Board is pleased to announce that Global Logistic Properties Limited ( GLP or the Company ) has entered into arrangements with Canada Pension Plan Investment Board ("CPPIB"), China Investment Corporation ("CIC") and the Government of Singapore Investment Corporation ("GIC") to acquire a portfolio of stabilized and development properties in Brazil (the Acquisition ), as further described below. 2. THE ACQUISITION 2.1 The structure of the Acquisition is summarised as follows: 1 Disclaimers. This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Canada, Japan or elsewhere. Any securities mentioned in this announcement may not be offered or sold in the United States unless they are registered or exempt from registration. No indication of interest, money or other consideration is being solicited by the distribution of this announcement. Copies of this announcement are not being, and should not be, distributed in the United States. This announcement may contain forward-looking statements that involve risks and uncertainties. Forward-looking statements include statements regarding the intent, belief and current expectations of GLP or its officers with respect to various matters. When used in this announcement, the words "expects," "believes," "anticipates," "plans," "may," "will," "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. 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, availability of real estate properties, competition from other companies and venues for the sale/distribution of goods and services, shifts in customer demands, customers and partners, changes in operating expenses, including employee wages, benefits and training, governmental and public policy changes, and the continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of management on future events and speak only as of the date of this announcement. GLP does not undertake to revise forwardlooking statements to reflect future events or circumstances. No assurance can be given that future events will occur, that projections will be achieved, or that GLP s assumptions are correct.
2 (a) Sale Shares. The target portfolio comprises stabilized and development properties in Brazil. These properties are held by holding companies owned by the sellers (as explained further in sub-paragraph (c) below). The Acquisition will involve the acquisition of the shares of these holding companies of the target portfolio (the Sale Shares ). (b) Target Portfolio. The target portfolio consists of 40 projects (the Properties ), comprising 34 stabilized assets and one development project (the Stabilized Portfolio ) and five projects under development (the Development Portfolio ). The appraised value of the Stabilized Portfolio is R$2.5 billion (US$1.25 billion) based on the latest external valuation commissioned by GLP as of May (c) Sellers. The sellers (the Sellers ) of the Sale Shares comprise three funds that are structured as a limited partnership (in the case of Seller 1 below) or as Fundo de Investimento em Participacoes, which is a type of Brazilian investment fund (in the case of Sellers 2 and 3 below): (i) Prep III Industrial Co-Investments, L.P. ( Seller 1 ); (ii) Prosperitas II Fundo de Investimento em Participações ( Seller 2 ); and (iii) Prosperitas III Fundo de Investimento em Participações ( Seller 3 ). GIC and/or its associates (as defined in the SGX-ST Listing Manual) have limited partnership interests in Seller 1 and quotas 2 in each of Seller 2 and Seller 3. However, they do not have any interests in the general partner of Seller 1 or the applicable manager of Seller 2 and Seller 3 or the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of the general partner or applicable manager of any of the Sellers. The day-to-day investment decisions of the Sellers are made by the general partner or, as the case may be, the applicable manager (who are not nominees of GIC) and not the limited partners or, as the case may be, quota holders and accordingly, GIC and/or its associates do not have control over the day-to- 2 A quota is a term used in Brazil to designate ownership interests in a Fundo de Investimento em Participatoes
3 day investment decisions of the Sellers. On this basis, GIC and/or its associates do not directly or indirectly control any of the Sellers. Accordingly, the Acquisition does not fall within the ambit of Chapter 9 of the SGX-ST Listing Manual. (d) Purchasers. In connection with the Acquisition, two new investment funds have been incorporated each as a Fundo de Investimento em Participacoes ( FIP ) under Brazilian law. Each of these FIPs has a wholly-owned subsidiary to be used as the purchasers (the Purchasers ) of the Sale Shares: the wholly-owned subsidiary of one FIP ( Development FIP ) will be used as the purchaser of the Development Portfolio, while the wholly-owned subsidiary of the other FIP ( Stabilized FIP ) will be used as the purchaser of the Stabilized Portfolio. There are three investors in the Development FIP as follows: (i) GLP, with an interest of 41.3%; (ii) CPPIB, with an interest of 39.6%; and (iii) GIC, with an interest of 19.1%. There are four investors in the Stabilized FIP as follows: (i) GLP, with an interest of 34.2%; (ii) CPPIB, with an interest of 11.6%; (iii) CIC, with an interest of 34.2%; and (iv) GIC, with an interest of 20.0%. (e) Purchase Price. The purchase price for the Sale Shares will be approximately US$1.45 billion 3, subject to downward adjustment in the event that certain development milestones related to the properties are not fulfilled within pre-agreed deadlines. GLP will own a 34.2% stake in the Stabilized FIP and a 41.3% stake in the Development FIP for an initial equity commitment of US$334 million. The purchase price was arrived at on a willing buyer, willing seller basis, taking into account, inter alia, prevailing market conditions. There is no deferred consideration related to the transaction. GLP intends to fund part or all of its initial equity commitment of US$334 million from the proceeds of a private placement of ordinary shares in the capital of GLP (the Placement ). Further information on the Placement in will be announced in due course. 3 The disclosed initial consideration and initial capital call could be revised due to indexation, balance sheet adjustments and other items.
4 (f) FIP. Each of GLP, CPPIB, CIC and GIC (either by themselves or through their respective wholly-owned subsidiaries) (together, the Investors ) has on 14 November 2012 entered into a master agreement ( Master Agreement ) for each of the Development Portfolio and the Stabilized Portfolio to regulate their relationship with each other as investors in the respective Portfolio. The terms of the Master Agreements provide for, inter alia, the following: (i) GLP Investment Management Pte. Ltd, a subsidiary of GLP, will be appointed as investment manager to direct the operation of the FIPs subject to certain approval rights of the Investors set forth in the Master Agreements; (ii) Key decisions, including the adoption of the annual business plan that details investment and operating strategies and annual operating capital budgets for the FIP, adopting and changing distribution policies, incurring certain indebtedness, increasing or decreasing capital commitments and modifying any of the terms of the Master Agreements, will require the consent of at least 90% of the Investors. In this regard, each Investor will have a vote that is proportional to the capital contributions of the relevant Investor; and (iii) in the event that an Investor wishes to transfer any of its interest in the FIP, such Investor would be required to offer the same to the other Investors and if one or more of the other Investors do not agree to purchase all of such interests, the transfer of such interest to a third party will require the consent of at least 90% of the Investors. The entering into of the Master Agreements with GIC is an interested person transaction falling within the exemption under Rule 916 of the SGX-ST Listing Manual on the basis that (a) the risks and rewards of each party to the Master Agreements are in proportion to the equity participation of each party to the Master Agreements; and (b) GIC did not have an existing equity interest in either of the FIPs prior to entry of the Master Agreements. For the purposes of Rule 916(2)(b) of the SGX-ST Listing Manual, GLP s audit committee is of the view that the risks and rewards of the venture under each of the Master
5 Agreements are in proportion to the equity of each joint venture partner and the terms of the Master Agreements are not prejudicial to the interests of GLP and its minority shareholders. (g) Purchase Agreement. Each of the Purchasers has on 14 November 2012 entered into a definitive purchase agreement for the acquisition of the Development Portfolio and the Stabilized Portfolio. (h) Chapter 10 of the SGX-ST Listing Manual. The Acquisition is a non-discloseable transaction for the purposes of Chapter 10 of the SGX-ST Listing Manual. 3 DIRECTORS AND CONTROLLING SHAREHOLDINGS INTERESTS Interests of Directors and Controlling Shareholders. Other than as disclosed above, none of the directors or controlling shareholders of GLP has any interest, direct or indirect, in the Acquisition save through their shareholding interests in GLP. By Order of the Board of GLOBAL LOGISTIC PROPERTIES LIMITED Ming Z. Mei Chief Executive Officer 14 November 2012 ## END ##
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