SoilBuild Business Space REIT

This Disclaimer, together with the General Terms and Conditions of Website Use (“Terms”), Data Protection Policy and Privacy Policy (collectively “Website Use Terms”), governs your access to this section of the website. Please read the Website Use Terms carefully. By accessing this section of the website, you confirm that you have read, understood and agree to be bound by the Website Use Terms. If you do not agree to any part of the Website Use Terms, please discontinue your access immediately.

All capitalised terms used and not defined in this Disclaimer shall have the same meanings given to them in the Terms. For the avoidance of doubt, this section of the website shall form part of “the website” referred to in the Terms, and all Information (as defined below) contained herein shall form part of the “Materials” referred to in the Terms.

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. BY ACCESSING THIS SECTION OF THE WEBSITE, YOU CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) AS SET OUT BELOW. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSED BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

This section of the website and the information contained herein (“Information”) should be read in conjunction with the joint announcement released by SB REIT Management Pte. Ltd., in its capacity as manager of Soilbuild Business Space REIT (“SB REIT”, and the manager of SB REIT, the “SB Manager”) and Clay Holdings III Limited (the “Offeror”) dated 14 December 2020 in relation to the proposed acquisition of all the issued units in SB REIT (“SB Units”) by way of a trust scheme of arrangement (the “Trust Scheme”) (the “Joint Announcement”), the announcement released by the SB Manager on 14 December 2020 in relation to the proposed disposal of all the units in Soilbuild Australia Trust (the “Australian Asset Disposal”) (together with the Joint Announcement, the “Announcements”) and the scheme document dated 17 February 2021 (“Scheme Document”) issued by the SB Manager on behalf of SB REIT to all the unitholders of SB REIT (“SB Unitholders”).

In the event of any inconsistency or conflict between the Announcements, the Scheme Document and the Information contained in this section of the website, the Announcements and the Scheme Document shall prevail. All capitalised terms used and not defined herein shall have the same meanings given to them in the Announcements and the Scheme Document.

This section of the website and the Information is for information purposes only and does not have regard to your specific investment objectives, financial situation or your particular needs. It does not purport to be all-inclusive or to contain all of the information that a person considering the proposed transaction described herein may require to make a full analysis of the matters referred to herein. Any Information in this section of the website is not to be construed as investment or financial advice and does not constitute an invitation, offer or solicitation of any offer to acquire, purchase or subscribe for SB Units.

The value of SB Units and the income derived from them may fall as well as rise. SB Units are not investments or deposits in, or liabilities or obligations, of the SB Manager, DBS Trustee Limited (in its capacity as trustee of SB REIT) (the “SB Trustee”) or any of their respective related corporations and affiliates (individually and collectively “Affiliates”). An investment in SB Units is subject to equity investment risk, including the possible delays in repayment and loss of income or the principal amount invested. Neither SB REIT, the SB Manager, the SB Trustee nor any of the Affiliates guarantees the repayment of any principal amount invested, the performance of SB REIT, any particular rate of return from investing in SB REIT, or any taxation consequences of an investment in SB REIT. Any indication of SB REIT performance returns is historical and cannot be relied on as an indicator of future performance.

The Information and opinions contained in this section of the website are subject to change without notice.

Responsibility Statement

The directors of the SB Manager (including any who may have delegated detailed supervision of the preparation of this website) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this website (excluding information relating to the Offeror, Clay Holdings II Limited, Clay Holdings I Limited, the Blackstone Purchasers and/or Blackstone (collectively, the “Offeror Group”) or any opinion or rationale expressed by the Offeror Group) are fair and accurate and that, where appropriate, no material facts which relate to SB REIT or the SB Manager have been omitted from this website, and the directors of the SB Manager jointly and severally accept responsibility accordingly.

Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the directors of the SB Manager has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this website. The SB Manager does not make any warranties or representations of any kind, and expressly disclaims all representations and warranties, whether express, implied, statutory or otherwise, relating to the accuracy, completeness, timeliness and/or non-infringement of such information. The directors of the SB Manager do not accept any responsibility for any information relating to the Offeror Group or any opinion or rationale expressed by the Offeror Group.

Access to the Information

Please read this notice carefully – it applies to all persons who view this section of the website and, depending on who you are and where you live, or depending on your address as shown on the register of unitholders of SB REIT or in the records of The Central Depository (Pte) Limited (“CDP”), as the case may be, it may affect your rights. This notice and the Information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this section of the website.

Overseas Persons

The Information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would be unlawful or not be in compliance with the laws of such jurisdiction (“Restricted Jurisdiction”), and the availability of the Information (and any related offer) to SB Unitholders whose registered addresses (as recorded in the register of unitholders of SB REIT or in the records maintained by CDP for the service of notice and documents (as the case may be)) are outside Singapore (“Overseas SB Unitholders”) may be affected by the laws of relevant overseas jurisdictions. Accordingly, all Overseas SB Unitholders should inform themselves about, and observe, any applicable legal requirements in their own jurisdictions. Overseas SB Unitholders who are in doubt as to their positions should consult their own professional advisers in the relevant jurisdictions.

The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so would or may be unlawful or not be in compliance with the laws of any applicable jurisdictions.

If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page.

Forward-looking Statements

All statements other than statements of historical facts included in this website are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as “seek”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “plan”, “strategy”, “forecast” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “may” and “might”. All statements regarding future financial position, operating results, business strategies, plans and future prospects of SB REIT, the SB Manager or the Offeror are forward-looking statements. These statements reflect the Offeror’s or the SB Manager’s (as the case may be) current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of SB REIT, the SB Manager or the Offeror, or industry results, to be materially different from any future results, performance or achievements, expressed or implied by such forward-looking statements.

Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes.

Such forward-looking statements and financial information are based on numerous assumptions regarding the Offeror’s or the SB Manager’s (as the case may be) present and future business strategies and the environment in which SB REIT, the SB Manager or the Offeror will operate in the future. Accordingly, actual future performance, outcomes and results may differ materially from these forward-looking statements and financial information.

Given the risks and uncertainties that may cause actual results or outcomes to differ materially from those expressed or implied in such forward-looking statements, SB Unitholders and investors of the Offeror and SB REIT should not place undue reliance on such forward-looking statements. None of SB REIT, the SB Manager, the SB Trustee, the Offeror and their respective affiliates or any of their advisers undertakes any obligation to update publicly or revise any forward-looking statements.