Unveiling First REIT 2.0: Our New Growth Strategy
TRANSACTION SUMMARY
11
Proposed Acquisition
■ The proposed acquisition of 100.0% of the issued and paid-up share capital of each of OUELH Japan Medical Facilities Pte. Ltd. ("JMF"), which owns a 100.0%
interest in 12 nursing homes located in Japan (the "Japan Nursing Homes"), and OUELH Japan Medical Assets Pte. Ltd. ("JMA")
Agreed Purchase Price (1)
for Japan Nursing Homes
■ JPY 24,213,000,000
Japan Nursing Homes
Valuation (2)
Purchase Consideration
■ JPY 25,173,000,000
Agreed Purchase Price of the Properties is at a 3.8% discount to the higher of two independent valuations
■ JMF Purchase Consideration: S$163.2mm (subject to post-completion adjustments) based on the adjusted net asset value ("NAV") of JMF as at completion of
the Proposed JMF Acquisition, taking into account the Agreed Purchase Price for the Japan Nursing Homes and including S$130.6mm(3) of debt
■ JMA Purchase Consideration: S$0.3mm (subject to post-completion adjustments) based on the adjusted NAV of JMA as at completion of the Proposed JMA
Acquisition
Proposed Funding
Proposed Issuance of First REIT units to OLH Healthcare Investments Pte. Ltd. (being a wholly-owned subsidiary of OUE Lippo healthcare Limited)
Issuance of S$131.5mm in new units
-
431,147,541 Units issued at $$0.305 or 9.3% and 3.4% premium to the 3-month VWAP (4) and current share price respectively (S$0.279 and S$0.295 as of 6
Dec 2021)
■ S$15.8mm paid in cash (excl. transaction costs)
☐
S$16.2mm of Intercompany Balances (5) taken over
(1)
(2)
Negotiated on a willing-buyer and willing-seller basis with reference to the independent valuations
Based on the higher of the two independent valuations by Cushman & Wakefield K.K. ("CWKK") and CBRE K.K ("CBRE") as of 29 October 2021.
(3) Refers to debt net of transaction costs
(4) Refers to Volume Weighted Average Price
(5) Net-off against the obligation of OUELH to pay the total consideration payable to the Trustee for the novation from OUELH to the Trustee of (a) certain intercompany balances and other amounts
between OUELH and the JMF Group Companies and (b) certain intercompany balances between OUELH or a subsidiary of OUELH and HJKK and JMA
FIRST REIT
ASIA'S PREMIER HEALTHCARE TRUSTView entire presentation