Comprising: IMPORTANT DATES AND TIMES 2. Last date and time for trading of Rights Entitlements

Transcription

1 Offer Information Statement dated 20 September 2016 (Lodged with the Monetary Authority of Singapore on 20 September 2016) NOT FOR DISTRIBUTION IN THE UNITED STATES Comprising: FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST (a real estate investment trust constituted on 12 June 2014 under the laws of the Republic of Singapore) managed by Frasers Hospitality Asset Management Pte. Ltd. FRASERS HOSPITALITY BUSINESS TRUST (a business trust constituted on 20 June 2014 under the laws of the Republic of Singapore) managed by Frasers Hospitality Trust Management Pte. Ltd. THIS OFFER INFORMATION STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. RENOUNCEABLE RIGHTS ISSUE (THE RIGHTS ISSUE ) OF 441,549,281 RIGHTS STAPLED SECURITIES AT AN ISSUE PRICE OF S$0.603 FOR EACH RIGHTS STAPLED SECURITY (THE ISSUE PRICE ), ON THE BASIS OF 32 RIGHTS STAPLED SECURITIES FOR EVERY 100 EXISTING STAPLED SECURITIES (THE RIGHTS RATIO ) HELD BY ELIGIBLE STAPLED SECURITYHOLDERS AS OF 20 SEPTEMBER 2016 AT 5.00 P.M. (THE RIGHTS ISSUE BOOKS CLOSURE DATE ), FRACTIONAL ENTITLEMENTS TO BE DISREGARDED The collective investment scheme offered in this Offer Information Statement ( OIS ) is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the SFA ) and the business trust offered in this OIS is a registered business trust under the Business Trusts Act, Chapter 31A of Singapore (the BTA ). A copy of this OIS, together with the application form for the new stapled securities in Frasers Hospitality Trust ( FHT ) (a stapled group comprising Frasers Hospitality Real Estate Investment Trust ( FH-REIT ) and Frasers Hospitality Business Trust ( FH-BT )) to be issued for the purpose of the Rights Issue (as defined herein) ( Rights Stapled Securities ) and Excess Rights Stapled Securities (as defined herein) ( ARE ) and the application form and acceptance form for Rights Stapled Securities to be issued to Purchasers (as defined herein) ( ARS ) under the Rights Issue traded on Singapore Exchange Securities Trading Limited (the SGX-ST ) under the book-entry (scripless) settlement system have been lodged with the Monetary Authority of Singapore (the Authority ). The Authority assumes no responsibility for the contents of this OIS, the ARE and the ARS. Lodgement of this OIS with the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the stapled securities in FHT ( Stapled Securities ) being offered, or in respect of which an invitation is made, for investment. Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Rights Stapled Securities on the Mainboard of the SGX-ST, subject to certain conditions. The SGX-ST s approval in-principle is not to be taken as an indication of the merits of the Rights Issue, the Rights Stapled Securities, FHT, FH-REIT, FH-BT and/or their subsidiaries. The SGX-ST assumes no responsibility for the accuracy of any statements made, reports contained or opinions expressed in this OIS. No Stapled Securities shall be allotted or allocated on the basis of this OIS later than the date falling six months from the date of lodgement of this OIS. This OIS may not be sent to any person or any jurisdiction in which it would not be permissible to deliver the Rights Stapled Securities and the nil-paid provisional allotment of Rights Stapled Securities under the Rights Issue (the Rights Entitlements ) or make an offer of the Rights Stapled Securities and the Rights Entitlements and the Rights Stapled Securities and Rights Entitlements may not be offered, sold, resold, transferred or delivered, directly or indirectly, to any such person or in any such jurisdiction. This OIS is not for release, publication or distribution, directly or indirectly, in or into the United States ( U.S. ). The Rights Stapled Securities and Rights Entitlements have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or under any securities laws of any state or other jurisdiction of the U.S. and may not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred or delivered, directly or indirectly, within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.. The Rights Stapled Securities and Rights Entitlements are being offered and sold only in offshore transactions in reliance on Regulation S under the Securities Act. 32 FOR 100 RIGHTS AT S$0.603 per Rights Stapled Security 23.7% DISCOUNT To closing price of S$0.790 per Stapled Security as of 9 September % DISCOUNT To theoretical ex-rights price 1 of S$0.745 per Stapled Security IMPORTANT DATES AND TIMES 2 Last date and time for trading of Rights Entitlements Last date and time for acceptance of Rights Entitlements and payment for Rights Stapled Securities Last date and time for application and payment for Excess Rights Stapled Securities Joint Lead Managers and Underwriters for the Rights Issue 3 October 2016 at 5.00 p.m. 7 October 2016 at 5.00 p.m. (9.30 p.m. for Electronic Applications through ATMs of Participating Banks) 7 October 2016 at 5.00 p.m. (9.30 p.m. for Electronic Applications through ATMs of Participating Banks) 1 Theoretical ex-rights price ( TERP ) = (Market Capitalisation of FHT based on the closing price of S$0.790 per Stapled Security as of 9 September 2016 (the Closing Price ) + gross proceeds from the Rights Issue) / Stapled Securities outstanding after the Rights Issue 2 The following is qualified by, and should be read in conjunction with, the section entitled Timetable of Key Events

2 PROPOSED ACQUISITION OF NOVOTEL MELBOURNE ON COLLINS Location Tenure Gross Floor Area 270 and Collins Street, Melbourne, Victoria, Australia Freehold 20,860 sq m (224,535 sq ft) Year Built 1992 Brand and Operator Rooms and Facilities Novotel AccorHotels Group 380 rooms 2 F&B outlets 9 conference/meeting rooms Gym, indoor swimming pool and spa Separately located 72 carpark lots located at Collins Street Independent Valuation A$239.0 million 3 Purchase Consideration A$237.0 million Novotel Melbourne on Collins 3 Valued as of 26 July 2016 by CBRE Valuations Pty Limited ( CBRE )

3 STRENGTHEN BALANCE SHEET TO INCREASE FINANCIAL FLEXIBILITY THE RIGHTS ISSUE An offer of 441,549,281 Rights Stapled Securities in FHT at an issue price of S$0.603 per Rights Stapled Security to raise gross proceeds of S$266.3 million FHT s Sponsor, Frasers Centrepoint Limited ( FCL ), has voluntarily and irrevocably undertaken to subscribe for its pro rata entitlement of Rights Stapled Securities under the Rights Issue amounting to approximately 21.6% of the total number of Rights Stapled Securities (approximately S$57.5 million) FHT s Strategic Investor, TCC Group Investments Limited ( TCCG ), has voluntarily and irrevocably undertaken to subscribe for up to S$128.0 million under the Rights Issue (being equivalent to approximately 48.1% of the total number of Rights Stapled Securities), comprising of its pro rata entitlement of Rights Stapled Securities and applications for Excess Rights Stapled Securities. TCCG will rank last in priority for the rounding of odd lots and allotment of Excess Rights Stapled Securities Funding of Proposed Acquisitions S$256.3m (96.2%) USE OF GROSS PROCEEDS Gross Proceeds of S$266.3m RATIONALE Pre-emptive measure to strengthen FHT s balance sheet to increase financial flexibility for future growth - Following the Rights Issue and Proposed Acquisitions, FHT s gearing is expected to reduce to 34.1% from 38.3% as of 30 June 2016 GEARING LEVEL OF FHT (%) 38.3% As of 30 June % Pro Forma Seize unique opportunity to acquire a prime hotel in Melbourne s CBD area and enhance portfolio resilience through geographical diversification - Proposed Acquisition of Novotel Melbourne on Collins will mitigate the impact of DPS dilution from the Rights Issue Provide opportunity for Existing Stapled Securityholders to participate in the equity fund raising - Attractive 19.0% discount to TERP Increase FHT s free float 4 from S$431.2 million 5 to S$536.5 million 6 Working Capital & Capital Expenditure S$6.4m (2.4%) Rights lssue Costs & Expenses S$3.6M (1.4%) 4 The term free float in this context, refers to Stapled Securities held by persons who are not FCL, TCCG or their associates (as defined in the Listing Manual) 5 Based on the Closing Price 6 Based on TERP and assuming the Sponsor and the Strategic Investor have not been allotted any Excess Rights Stapled Securities Executive Queen Room

4 SEIZE UNIQUE OPPORTUNITY TO ACQUIRE PRIME MELBOURNE HOTEL TO INCREASE DIVERSIFICATION STRATEGIC LOCATION One of the few hotels strategically located within Melbourne s core CBD area along Collins Street Close proximity to prime office and retail precincts and tourist attractions such as the Federation Square, Rod Laver Arena and Melbourne Cricket Ground Potential for the Hotel to be re-positioned at a higher tier as other hotels in the vicinity are rated 5-star UPSIDE POTENTIAL WITH RECENT ASSET ENHANCEMENT INITIATIVES Completed various asset enhancement initiatives over the last few years Adjoining mall, St. Collins Lane, was also redeveloped; has been operating as a high-end retail mall since May 2016 Poised to capture higher yielding business with no major foreseeable capital expenditure in the near term REPUTABLE OPERATOR Operated by AccorHotels Group under the Novotel brand Leverage on AccorHotels Group s extensive global network across 95 countries and strong loyalty programme of over 28 million members WELL-POSITIONED TO RIDE ON MELBOURNE S GROWING HOSPITALITY SECTOR Melbourne the finance, sports, arts and cultural hub of Australia Visitor nights have increased 19.2% from 2013 to 2015 due to growth in domestic and international visitors Average occupancy and revenue per available room in Melbourne have been rising since 2010 with average daily rate projected to increase 3% annually for 2016 and Hospitality sector is expected to continue growing, driven by improvements in infrastructure and hosting of upcoming major events DIVERSIFICATION OF FHT S PORTFOLIO Following the acquisition of Novotel Melbourne on Collins, FHT s portfolio will increase to 15 properties while its portfolio value will grow from S$2.1 billion to S$2.3 billion 8 on a pro forma basis FHT s earnings base will be further diversified with the addition of the Melbourne Property Pre-Acquisition PORTFOLIO VALUE 8 Post-Acquisition Germany 4.4% Australia (Sydney) 20.0% Singapore 41.2% Sydney 17.8% Melbourne 10.7% Australia 28.5% Singapore 36.8% United Kingdom 19.4% Japan 8.0% Malaysia 7.0% Germany 4.0% United Kingdom 17.3% Japan 7.1% Malaysia 6.3% 7 Source: CBRE 8 Based on the appraised value of FHT s properties as at 30 September 2015, save for Maritim Hotel Dresden and Novotel Melbourne on Collins (if applicable) which are as of 31 March 2016 and 26 July 2016 respectively Lane Restaurant FHT FHT is the first global hotel and serviced residence trust listed in Singapore on 14 July 2014, comprising FH-REIT and FH-BT. FHT is established with the principal investment strategy of investing on a long-term basis, directly or indirectly, in a diversified portfolio of income-producing real estate located anywhere in the world (except Thailand), is used primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as real estate-related assets in connection to the foregoing. Standard Twin Room FCL FHT s Sponsor, FCL, is a full-fledged international real estate company listed on the Mainboard of the SGX-ST and one of Singapore s top property companies with total assets of S$23 billion as of 30 June FCL has four strategic business units which focus on residential, commercial, retail and industrial properties in Singapore and Australia, and the hospitality business spanning more than 80 cities across North Asia, Southeast Asia, Australia, Europe and the Middle-East. FCL also has an International Business arm that focuses on the Group s investments in China, Southeast Asia, and the United Kingdom.

5 TABLE OF CONTENTS Page Notice to Stapled Securityholders and Investors... Important Notice to (A) SRS Investors and (B) Investors who hold Stapled Securities through a Finance Company and/or Depository Agent... Eligibility of Stapled Securityholders to Participate in the Rights Issue... Offering, Selling and Transfer Restrictions... Certain Defined Terms and Conventions... Corporate Information... ii vi vii x xii xiii Summary... 1 Principal Terms of the Rights Issue Timetable of Key Events Overview of FHT Use of Proceeds Information Relating to the Proposed Acquisitions Operating and Financial Review and Prospects Pro Forma Financial Information Profit Forecast Risk Factors General Information Glossary APPENDICES Appendix A Certain Financial Information relating to FHT... A-1 Appendix B Profi t Forecast of the Existing Portfolio and the Enlarged Portfolio... B-1 Appendix C Independent Accountants Report on the Profi t Forecast... C-1 Appendix D Valuation Summary Letter... D-1 Appendix E Procedures for Acceptance, Payment, Renunciation and Application for Rights Stapled Securities and/or Excess Rights Stapled Securities by Eligible Stapled Securityholders... E-1 Appendix F Additional Terms and Conditions for Electronic Applications... F-1 Appendix G List of Participating Banks... G-1 i

6 NOTICE TO STAPLED SECURITYHOLDERS AND INVESTORS No person has been authorised to give any information or make any representations other than those contained in this Offer Information Statement in connection with the Rights Issue and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of FHT, FH-REIT, FH-BT, Frasers Hospitality Asset Management Pte. Ltd., as manager of FH-REIT (the REIT Manager ) and Frasers Hospitality Trust Management Pte. Ltd., in its capacity as trustee-manager of FH-BT (the Trustee-Manager, and together with the REIT Manager, the Managers ), Perpetual (Asia) Limited (formerly known as The Trust Company (Asia) Limited), in its capacity as trustee of FH- REIT (the REIT Trustee ) or DBS Bank Ltd. and Citigroup Global Markets Singapore Pte. Ltd., as joint lead managers and underwriters for the Rights Issue (the Joint Lead Managers and Underwriters ). Save as expressly stated in this Offer Information Statement, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of FHT or the Managers. Neither the delivery of this Offer Information Statement nor the issue of the Rights Stapled Securities shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no material change in the affairs of FHT or in any of the information contained herein since the date of this Offer Information Statement. Where such changes occur after the date of this Offer Information Statement and are material and required to be disclosed by law and/or the SGX- ST, the Managers will announce such changes via SGXNET 1, and if required, lodge a supplementary or replacement document with the Authority. All holders of Stapled Securities ( Stapled Securityholders ) and investors should take note of any such announcement and, upon the release of such announcement or lodgement of such supplementary or replacement document, as the case may be, shall be deemed to have notice of such changes. For Eligible Stapled Securityholders, acceptances of the Rights Entitlements and (if applicable) applications for Excess Rights Stapled Securities may be made through The Central Depository (Pte) Limited ( CDP ) or through an automated teller machine ( ATM ) of a Participating Bank in accordance with the terms and conditions of this Offer Information Statement ( Electronic Application ). Supplementary Retirement Scheme ( SRS ) investors and investors who hold Stapled Securities through a finance company and/or Depository Agent (as defined herein) should see the section entitled Important Notice to (A) SRS Investors and (B) Investors Who Hold Stapled Securities Through a Finance Company and/or Depository Agent of this Offer Information Statement for important details relating to the offer procedure for them. This Offer Information Statement, the ARE and the ARS may not be used for the purpose of, and does not constitute, an offer, invitation or solicitation in any jurisdiction or in any circumstances in which such offer, invitation or solicitation is unlawful or unauthorised, or to any person to whom it is unlawful to make such offer, invitation or solicitation. In addition, no action has been or will be taken in any jurisdiction (other than Singapore) that would permit a public offering of the Rights Stapled Securities or the possession, circulation or distribution of this Offer Information Statement or any other material relating to FHT or the Rights Stapled Securities in any jurisdiction (other than Singapore) where action for that purpose is required. The Rights Stapled Securities may not be offered or sold, directly or indirectly, and neither this Offer Information Statement nor any other offering material or advertisements in connection with the Rights Stapled Securities may be distributed or published in or from any country or jurisdiction, except, in each case, under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. No information in this Offer Information Statement should be considered to be business, fi nancial, legal or tax advice regarding an investment in the Rights Stapled Securities, Rights Entitlements and/or Stapled Securities. The Managers, the REIT Trustee, the Joint Lead Managers and Underwriters and each of their respective offi cers and employees make no representation, warranty or recommendation whatsoever as to the merits of the Rights Issue, the Rights Stapled Securities, the Rights Entitlements, FHT, FH-REIT or FH-BT or any other matter related thereto or in connection therewith. Nothing in this Offer Information Statement or the accompanying documents shall be construed as a recommendation to subscribe for the Rights Stapled Securities or to purchase the Rights Entitlements. Prospective subscribers of Rights Stapled Securities and purchasers and/or transferees of Rights Entitlements ( Purchasers ) should rely, 1 An internet-based corporate announcement submission system maintained by the SGX-ST. ii

7 and shall be deemed to have relied, on their own independent enquiries and investigations of the affairs of FHT, including but not limited to, the assets and liabilities, profi ts and losses, fi nancial position, fi nancial performance, risk factors and prospects of FHT, and their own appraisal and determination of the merits of investing in FHT. Persons in doubt as to the action they should take should consult their business, fi nancial, legal, tax or other professional adviser before deciding whether to subscribe for or purchase the Rights Stapled Securities or the Rights Entitlements. This Offer Information Statement and the accompanying documents have been prepared solely for the purposes of the Rights Issue and may not be relied upon for any other purposes. The Rights Stapled Securities and the Rights Entitlements have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the U.S. and may not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred or delivered, directly or indirectly, within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. The Rights Stapled Securities and the Rights Entitlements are being offered and sold only in offshore transactions (as defi ned under Regulation S) in reliance on Regulation S. In addition, until 40 days after the commencement of the Rights Issue, or the procurement of purchasers by the Joint Lead Managers and Underwriters of the Rights Stapled Securities not initially taken up, any offer, sale or transfer of the Rights Entitlements or the Rights Stapled Securities in or into the United States by a dealer (whether or not participating in the Rights Issue) may violate the registration requirements of the Securities Act. The distribution of this Offer Information Statement and the placement of the Rights Stapled Securities in certain jurisdictions may be prohibited or restricted by law. Persons who come into possession of this Offer Information Statement and/or its accompanying documents are required by the Managers and the Joint Lead Managers and Underwriters to inform themselves of, and observe, any such prohibitions and restrictions. Selected fi nancial data from the audited consolidated fi nancial statements of FHT for the fi nancial period commencing from 20 June 2014 (being the date on which units in FH-REIT ( FH-REIT Units ) and units in FH-BT ( FH-BT Units ) were stapled to form the Stapled Securities pursuant to the stapling deed dated 20 June 2014 entered into among the REIT Manager, the REIT Trustee and the Trustee-Manager (the Stapling Deed )) and ended 30 September 2015 ( FY2015, and the audited fi nancial statements for FY2015, the 2015 Audited Financial Statements ) and the unaudited consolidated fi nancial statements of FHT for the nine months period ended 30 June 2016 ( YTD 9M2016, and the unaudited consolidated fi nancial statements for YTD 9M2016, YTD 9M2016 Unaudited Financial Statements, and together with the 2015 Audited Financial Statements, the FHT Financial Statements ) is set out in Appendix A of this Offer Information Statement. Financial data relating to distribution per Stapled Security ( DPS ), earnings per Stapled Security and net asset value ( NAV ) per Stapled Security before and after any adjustment to refl ect the Proposed Acquisitions (as defi ned herein) and the issue of the Rights Stapled Securities is also set out in Appendix A of this Offer Information Statement. Such selected financial data should be read together with the relevant notes to the FHT Financial Statements, where applicable, which are available on the website of FHT at frasershospitalitytrust.com and are also available for inspection during normal business hours at the registered offi ce of the Managers at 438 Alexandra Road #21-00, Alexandra Point, Singapore from the date of this Offer Information Statement up to and including the date falling six months after the date of this Offer Information Statement 1. Save for the FHT Financial Statements which are deemed to be incorporated into this Offer Information Statement by reference, the information contained on the website of FHT does not constitute part of this Offer Information Statement. Prospective investors are advised to obtain and read the FHT Financial Statements (including the relevant notes, where applicable) before making any investment decision in relation to the Rights Stapled Securities and the Rights Entitlements. 1 Prior appointment with the Managers will be appreciated. iii

8 The value of Stapled Securities and the income derived from them may fall as well as rise. Stapled Securities are not obligations of, deposits in, or guaranteed by, the Managers or any of their affi liates. An investment in Stapled Securities is subject to investment risks, including the possible loss of the principal amount invested. None of the Managers or any of their affi liates guarantee the performance of FHT, the repayment of capital from FHT, or any particular rate of return on the Stapled Securities. Stapled Securityholders have no right to request the Managers to redeem their Stapled Securities while the Stapled Securities are listed. It is intended that Stapled Securityholders may only deal in their Stapled Securities through trading on the SGX-ST. Listing of Stapled Securities on the SGX-ST does not guarantee a liquid market for the Stapled Securities. The past performance of FHT is not necessarily indicative of the future performance of FHT. Forward-Looking Statements All statements contained in this Offer Information Statement, statements made in public announcements, press releases and oral statements that may be made by FHT or the directors of the Managers ( Directors ), their offi cers or employees acting on its behalf, that are not statements of historical fact, constitute forward-looking statements. Some of these statements can be identifi ed by words that have a bias towards the future or, are forward-looking such as, without limitation, anticipate, aim believe, could, estimate, expect, forecast, if, intend, may, plan, possible, predict probable, project, seek should, will and would or other similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding the future fi nancial position, operating results, business strategies, plans and future prospects of FH-REIT and its subsidiaries and FH-BT and its subsidiaries (collectively, the Stapled Group ) are forward-looking statements. FHT, the Managers, the REIT Trustee and the Joint Lead Managers and Underwriters do not represent or warrant that the actual future performance, outcomes or results of FHT will be as discussed in those statements. These forward-looking statements, including but not limited to statements as to the Stapled Group s revenue and profi tability, prospects, future plans and other matters discussed in this Offer Information Statement regarding matters that are not historical facts, are merely predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Stapled Group s actual future results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. Representative examples of such other 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 property expenses and operating expenses, and governmental and public policy changes. Any prediction, projection or forecast on the economy or economic trends of the markets in which the Stapled Group operates is not necessarily indicative of the future or likely performance of the Stapled Group. (See the section entitled Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Rights Stapled Securities and the Rights Entitlements.) Given the risks, uncertainties and other factors that may cause FHT s actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Offer Information Statement, you are cautioned not to place undue reliance on these forward-looking statements, which are based on the Managers current view of future events. Investors should read the whole of this Offer Information Statement and make their own assessment of the future performance of FHT before deciding whether to subscribe for the Rights Stapled Securities and/or apply for Excess Rights Stapled Securities. Investors should also make their own independent investigations of any bases and assumptions upon which fi nancial projections, if any, are made or based, and carefully consider this Offer Information Statement in light of their personal circumstances. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. Figures and percentages are rounded to an appropriate number of decimal places, where applicable. This Offer Information Statement includes market and industry data and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. iv

9 Pro Forma Financial Information The pro forma fi nancial information contained in this Offer Information Statement (including the pro forma DPS yield) is based on historical statements reconstituted on a pro forma basis based on numerous assumptions and adjustments (as set out in the section entitled Pro Forma Financial Information ) and is not necessarily indicative of the total returns and cash fl ows or fi nancial position of FHT that would have been attained and had the completion of the Proposed Acquisitions and/or Rights Issue actually occurred in the relevant periods. Such pro forma fi nancial information, because of its nature, may not give a true or accurate picture of FHT s actual total returns or fi nancial position and the Managers, the REIT Trustee and Joint Lead Managers and Underwriters do not represent or warrant that the actual outcome of the Proposed Acquisitions or the Rights Issue at the relevant dates or periods would have been as presented. Under no circumstances should the inclusion of such information be regarded as a representation, warranty or prediction that these results would have been achieved, will be achieved or are likely to be achieved. In particular, investors should note that the pro forma DPS yield, which are prepared for illustrative purposes only, are calculated based on certain assumptions and assumed price per Stapled Security (as set out in the section entitled Pro Forma Financial Information ) and even if investors had purchased the Stapled Securities at the relevant assumed price per Stapled Security, there is no guarantee that the actual or future yields would be as indicated. Profit Forecast Amongst other assumptions in Appendix B of this Offer Information Statement, the forecast DPS yield stated in the section entitled Profi t Forecast is calculated based on (a) the Issue Price of S$0.603 per Rights Stapled Security and TERP (as defi ned herein) of S$0.745 per Stapled Security, (b) the assumption that the issue date of the Rights Stapled Securities is 17 October 2016, and (c) (in respect of the forecast DPS yield for the Enlarged Portfolio (as defi ned herein)) the assumption that the Proposed Acquisitions (as defi ned herein) are completed on 31 October Such forecast DPS yield may vary accordingly (i) if among other factors, the issue date of the Rights Stapled Securities is after 17 October 2016 or if completion of the Proposed Acquisitions is before or after 31 October 2016 and (ii) for investors who purchase Stapled Securities in the secondary market at a market price that differs from the TERP of S$0.745 per Stapled Security. v

10 IMPORTANT NOTICE TO (A) SRS INVESTORS AND (B) INVESTORS WHO HOLD STAPLED SECURITIES THROUGH A FINANCE COMPANY AND/OR DEPOSITORY AGENT Stapled Securityholders who have subscribed for or purchased Stapled Securities under the SRS or through a fi nance company and/or Depository Agent can only accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities by instructing the relevant banks in which they hold their SRS Accounts 1, fi nance company and/or Depository Agent to do so on their behalf. ANY APPLICATION MADE DIRECTLY BY THE ABOVE-MENTIONED STAPLED SECURITYHOLDERS THROUGH CDP OR THROUGH ATMS WILL BE REJECTED. The above-mentioned Stapled Securityholders, where applicable, will receive notifi cation letter(s) from their respective approved bank, fi nance company and/or Depository Agent and should refer to such notifi cation letter(s) for details of the last date and time to submit acceptances of the Rights Entitlements and (if applicable) applications for Excess Rights Stapled Securities to their respective approved bank, fi nance company and/or Depository Agent. (i) Use of SRS Funds Eligible Stapled Securityholders who had purchased Stapled Securities using their SRS Accounts and who wish to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities can only do so, subject to applicable SRS rules and regulations, using monies standing to the credit of their respective SRS Accounts. Such Eligible Stapled Securityholders who wish to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities using SRS monies, must instruct the relevant approved banks in which they hold their SRS Accounts to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities on their behalf in accordance with this Offer Information Statement. Such Eligible Stapled Securityholders who have insuffi cient funds in their SRS Accounts may, subject to the SRS contribution cap, deposit cash into their SRS Accounts with their approved banks before instructing their respective approved banks to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities. SRS investors are advised to provide their respective approved banks in which they hold their SRS Accounts with the appropriate instructions no later than the deadlines set by their respective approved banks in order for their respective approved banks to make the relevant acceptance and (if applicable) application on their behalf by the Closing Date (as defi ned herein). Any acceptance and (if applicable) application made directly through CDP, Electronic Applications at ATMs of the Participating Banks, Boardroom Corporate & Advisory Services Pte. Ltd. (the Stapled Security Registrar ) and/or FHT will be rejected. For the avoidance of doubt, monies in SRS Accounts may not be used for the purchase of the provisional allotments of the Rights Stapled Securities directly from the market. (ii) Holdings through Finance Company and/or Depository Agent Eligible Stapled Securityholders who hold Stapled Securities through a fi nance company and/or Depository Agent must instruct the relevant fi nance company and/or Depository Agent to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities on their behalf in accordance with this Offer Information Statement. 1 SRS Account refers to the account opened by a participant in the SRS from which money may be withdrawn for, among others, payment of the subscription of the Rights Stapled Securities and/or Excess Rights Stapled Securities. vi

11 ELIGIBILITY OF STAPLED SECURITYHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE ELIGIBLE STAPLED SECURITYHOLDERS Eligible Stapled Securityholders are Stapled Securityholders with Stapled Securities standing to the credit of their securities account with CDP (but do not include securities sub-accounts) ( Securities Account ) and whose registered addresses with CDP are in Singapore as at the Rights Issue Books Closure Date or who have, at least three Market Days 1 prior to the Rights Issue Books Closure Date, provided CDP with Singapore addresses for the service of notices and documents, but exclude, subject to certain exceptions, Stapled Securityholders located, resident or with a registered address in any jurisdiction in which the offering of Rights Stapled Securities and Rights Entitlements may not be lawfully made ( Eligible Stapled Securityholders ). Eligible Stapled Securityholders will receive their Rights Entitlements under the Rights Issue on the basis of their holdings of Stapled Securities in FHT ( Stapled Securityholdings ) as at the Rights Issue Books Closure Date and are entitled to participate in the Rights Issue and to receive this Offer Information Statement (including the ARE and the ARS) at their respective Singapore addresses. Eligible Stapled Securityholders who do not receive this Offer Information Statement and the ARE and the ARS may obtain them from CDP for the period from the date the Rights Issue commences up to the Closing Date. Eligible Stapled Securityholders are at liberty to accept in part or in full, decline or otherwise renounce or trade (during the Rights Entitlements trading period prescribed by the SGX-ST) their Rights Entitlements and are eligible to apply for Excess Rights Stapled Securities. The Rights Stapled Securities represented by the provisional allotments (A) of (i) Eligible Stapled Securityholders who decline, do not accept, and elect not to renounce or sell their Rights Entitlements under the Rights Issue (during the Rights Entitlements trading period prescribed by the SGX-ST) and/ or (ii) Ineligible Stapled Securityholders (as defi ned herein) which have not been sold during the Rights Entitlements trading period or (B) that have not been validly taken up by the renouncees of the Rights Entitlements or accepted by the Purchasers (collectively, Excess Rights Stapled Securities ) will be aggregated and used to satisfy applications (if any) for Excess Rights Stapled Securities or disposed of or otherwise dealt with in such manner as the Managers may, in their absolute discretion, deem fi t. Subject to the requirements of or otherwise waived by the SGX-ST, in the allotment of Excess Rights Stapled Securities, preference will be given to the rounding of odd lots (if any) followed by allotment to the Stapled Securityholders who are neither directors of the Managers ( Directors ) nor Substantial Stapled Securityholders (as defi ned herein). Directors and Substantial Stapled Securityholders who have control or infl uence over FHT or the Managers in connection with the day-to-day affairs of FHT or the terms of the Rights Issue, or have representation (direct or through a nominee) on the board of directors of the Managers, will rank last in priority for the rounding of odd lots and allotment of Excess Rights Stapled Securities. All dealings in and transactions of the Rights Entitlements through the SGX-ST will be effected under the book-entry (scripless) settlement system. The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/or sales of the Rights Entitlements and for the applications for Excess Rights Stapled Securities, including the different modes of acceptance and application and payment, are contained in Appendix E Procedures for Acceptance, Payment, Renunciation and Application for Rights Stapled Securities and/or Excess Rights Stapled Securities by Eligible Stapled Securityholders, in Appendix F Additional Terms and Conditions for Electronic Applications and in the ARE and the ARS. 1 Market Day refers to any day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore and the SGX-ST is open for trading. vii

12 INELIGIBLE STAPLED SECURITYHOLDERS No Rights Entitlements will be provisionally allotted to Stapled Securityholders who are not Eligible Stapled Securityholders ( Ineligible Stapled Securityholders ) and no purported acceptance thereof or application for Excess Rights Stapled Securities therefor by Ineligible Stapled Securityholders will be valid. This Offer Information Statement and its accompanying documents will not be despatched to Ineligible Stapled Securityholders. This Offer Information Statement and its accompanying documents relating to the Rights Issue have not been and will not be lodged, registered or fi led in any jurisdiction other than Singapore. Receipt of this Offer Information Statement and its accompanying documents or the crediting of Rights Entitlements to a securities account in CDP does not and will not constitute an offer in those jurisdictions in which it would be illegal and the Offer Information Statement and its accompanying documents should not be copied or redistributed. The offer, sale and delivery of the Rights Stapled Securities and the Rights Entitlements may be prohibited or restricted in certain jurisdictions under their relevant securities laws. Thus, for practical reasons and in order to avoid any violation of the securities legislation or other relevant laws applicable in countries (other than in Singapore) where Stapled Securityholders may have as their addresses registered with CDP, the Rights Issue will not be extended to Ineligible Stapled Securityholders. The Rights Stapled Securities and the Rights Entitlements have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the U.S. and may not be offered, sold, resold, allotted, taken up, exercised, pledged, transferred or delivered, directly or indirectly, within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S. The Rights Stapled Securities and the Rights Entitlements will be offered and sold only in offshore transactions in reliance on Regulation S. This Offer Information Statement and its accompanying documents will also not be despatched to persons purchasing the Rights Entitlements, whose registered addresses with CDP are outside Singapore ( Foreign Purchasers ). Foreign Purchasers are advised that their participation in the Rights Issue may be restricted or prohibited by the laws of the jurisdiction in which they are located or resident. Foreign Purchasers who wish to accept the Rights Entitlements credited to their Securities Accounts should ensure that they comply with the applicable rules and regulations and subject to compliance with applicable laws and regulations, make the necessary arrangements with their Depository Agents or stockbrokers in Singapore. The Managers reserve the right, but shall not be obliged, to treat as invalid any application or purported application, or decline to register such application or purported application which (i) appears to the Managers or their agents to have been executed in any jurisdiction outside Singapore or which the Managers believe may violate any applicable legislation of such jurisdiction, or (ii) purports to exclude any deemed representation or warranty. Notwithstanding the above, Stapled Securityholders and any other person having possession of this Offer Information Statement are advised to inform themselves of and to observe all legal requirements applicable thereto. No person in any territory outside Singapore receiving this Offer Information Statement may treat the same as an offer, invitation or solicitation to subscribe for any Rights Stapled Securities unless such offer, invitation or solicitation could lawfully be made without violating any regulation or legal requirements in such territory. If it is practicable to do so, the Managers may, in their absolute discretion, arrange for Rights Entitlements which would otherwise have been allotted to Ineligible Stapled Securityholders to be sold nil-paid on the SGX-ST as soon as practicable after dealings in the Rights Entitlements commence. Such sales may, however, only be effected if the Managers, in their absolute discretion, determine that a premium can be obtained from such sales, after taking into account expenses to be incurred in relation thereto. viii

13 Where such Rights Entitlements are sold nil-paid on the SGX-ST, they will be sold at such price or prices as the Managers, may, in their absolute discretion, decide and no Ineligible Stapled Securityholder or persons acting for the account or benefi t of any such persons, shall have any claim whatsoever against the Managers, the REIT Trustee, the Joint Lead Managers and Underwriters or CDP or their respective offi cers in respect of such sales or the proceeds thereof, the Rights Entitlements or the Rights Stapled Securities represented by such provisional allotments. The net proceeds from all such sales, after deduction of all expenses therefrom, will be pooled and thereafter distributed to Ineligible Stapled Securityholders in proportion to their respective Stapled Securityholdings as at the Rights Issue Books Closure Date and sent to them at their own risk by ordinary post, without interest or any share of revenue or other benefi t arising therefrom, provided that where the amount of net proceeds to be distributed to any single Ineligible Stapled Securityholder is less than S$10.00, the Managers shall be entitled to retain or deal with such net proceeds as the Managers may, in their absolute discretion, deem fi t for the sole benefi t of FHT and no Ineligible Stapled Securityholder shall have any claim whatsoever against the Managers, the REIT Trustee, the Joint Lead Managers and Underwriters or CDP in connection herewith. If such Rights Entitlements cannot be or are not sold on the SGX-ST as aforesaid for any reason by such time as the SGX-ST shall have declared to be the last day for trading in the Rights Entitlements, the Rights Stapled Securities represented by such Rights Entitlements will be issued to satisfy applications for Excess Rights Stapled Securities or dealt with in such manner as the Managers may, in their absolute discretion, deem fi t in the interest of FHT and no Ineligible Stapled Securityholder or persons acting for the account or benefi t of any such persons, shall have any claim whatsoever against the Managers, the REIT Trustee, the Joint Lead Managers and Underwriters or CDP and their respective offi cers in connection therewith. Stapled Securityholders should note that the special arrangement described above will apply only to Ineligible Stapled Securityholders. ix

14 OFFERING, SELLING AND TRANSFER RESTRICTIONS No action has been taken or will be taken to permit a public offering of the Rights Stapled Securities or the Rights Entitlements to occur in any jurisdiction, or the possession, circulation, or distribution of this Offer Information Statement, its accompanying documents or any other material relating to FHT, the Rights Stapled Securities or the Rights Entitlements in any jurisdiction where action for such purpose is required, except that this Offer Information Statement has been lodged with the Authority. Accordingly, the Rights Stapled Securities or the Rights Entitlements may not be offered or sold, directly or indirectly, and none of this Offer Information Statement, its accompanying documents or any offering materials or advertisements in connection with the Rights Stapled Securities or the Rights Entitlements may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. Investors are advised to consult their legal counsel prior to accepting any provisional allotment of Rights Stapled Securities, applying for excess Rights Stapled Securities or making any offer, sale, resale, pledge or other transfer of the Rights Stapled Securities or the Rights Entitlements. This Offer Information Statement and its accompanying documents are being supplied to you solely for your information and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. Each purchaser of the Rights Entitlements and/or the Rights Stapled Securities will be deemed to have represented and agreed as follows (terms defi ned in Regulation S have the same meanings when used herein): (a) (b) (c) the purchaser (i) is, and the person, if any, for whose account it is acquiring such Rights Entitlements and/or the Rights Stapled Securities is, outside the United States; and (ii) is acquiring the Rights Entitlements and/or the Rights Stapled Securities in an offshore transaction meeting the requirements of Regulation S; the purchaser is aware that the Rights Entitlements and/or the Rights Stapled Securities have not been and will not be registered under the Securities Act and are being distributed and offered outside the United States in reliance on Regulation S; and the purchaser acknowledges that the Managers, the Joint Lead Managers and Underwriters of the Rights Issue, their respective affi liates and others will rely upon the truth and accuracy of the foregoing representations and agreements. In addition, this Offer Information Statement and its accompanying documents have not been approved by the Securities and Futures Commission in Hong Kong and, accordingly, no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Rights Stapled Securities and/or the Rights Entitlements which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Rights Stapled Securities and/or the Rights Entitlements which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defi ned in the Securities and Futures Ordinance (Cap. 571) of Hong Kong. The Managers and the Joint Lead Managers and Underwriters have not taken any action, nor will the Managers and the Joint Lead Managers and Underwriters take any action, in any jurisdiction other than Singapore that would permit a public offering of the Rights Entitlements and Rights Stapled Securities, or the possession, circulation or distribution of this Offer Information Statement or any other material relating to FHT, the Managers, the Rights Entitlements or the Rights Stapled Securities in any jurisdiction other than Singapore where action for that purpose is required. x

15 The distribution of this Offer Information Statement and/or its accompanying documents may be prohibited or restricted by law (either absolutely or subject to various securities requirements, whether legal or administrative, being complied with) in certain jurisdictions under the relevant securities laws of these jurisdictions. Stapled Securityholders or any other persons having possession of this Offer Information Statement and/or its accompanying documents are advised to keep themselves informed of and to observe such prohibitions and restrictions. No person in any territory outside Singapore receiving this Offer Information Statement and/or its accompanying documents may treat the same as an offer, invitation or solicitation to subscribe for any Rights Stapled Securities unless such offer, invitation or solicitation could lawfully be made without violating any regulation or legal requirements in such territory. xi

16 CERTAIN DEFINED TERMS AND CONVENTIONS FHT, FH-REIT and FH-BT publishes their fi nancial statements in Singapore dollars. In this Offer Information Statement: references to SGD, S$, $, Singapore dollars or cents are to the lawful currency of the Republic of Singapore; references to AUD, A$, Australian dollars or Australian cents are to the lawful currency of Australia; references to GBP, or Pound Sterling are to the lawful currency of the United Kingdom; references to Euro or EUR are to the lawful currency of the Participating Member States; references to JPY, or Yen are to the lawful currency of Japan; and references to MYR or Ringgit are to the lawful currency of Malaysia. Certain monetary amounts set out in this Offer Information Statement have been subject to rounding adjustments. Accordingly, fi gures shown as totals in tables may not be an arithmetic aggregation of the fi gures that precede them. Capitalised terms used in this Offer Information Statement shall have the meanings set out in the Glossary on pages 92 to 104 of this Offer Information Statement. xii

17 CORPORATE INFORMATION Directors of the Managers : Mr Law Song Keng (Chairman and Independent Director) Mr Chua Phuay Hee (Independent Director) Mr Liew Choon Wei (Independent Director) Dr David Wong See Hong (Independent Director) Mr Lim Ee Seng (Non-executive Director) Mr Panote Sirivadhanabhakdi (Non-executive Director) Mr Choe Peng Sum (Non-executive Director) Registered Office of the Managers : 438 Alexandra Road #21-00, Alexandra Point Singapore Telephone number: Facsimile number: Trustee of FH-REIT : Perpetual (Asia) Limited (formerly known as The Trust Company (Asia) Limited) 8 Marina Boulevard #05-02 Marina Bay Financial Centre Singapore Joint Lead Managers and : DBS Bank Ltd. Underwriters to the Rights Issue 12 Marina Boulevard Level 46 Marina Bay Financial Centre Tower 3 Singapore Citigroup Global Markets Singapore Pte. Ltd. 8 Marina View #21-00 Asia Square Tower 1 Singapore Legal Adviser for the Rights Issue : Allen & Gledhill LLP and to the Managers One Marina Boulevard #28-00 Singapore Legal Adviser to the Joint Lead : Allen & Overy LLP Managers and Underwriters as 50 Collyer Quay #09-01 to Singapore Law OUE Bayfront Singapore Legal Adviser to the REIT Trustee : Dentons Rodyk & Davidson LLP 80 Raffl es Place #33-00 UOB Plaza 1 Singapore Stapled Security Registrar and : Boardroom Corporate & Advisory Services Pte. Ltd. Stapled Security Transfer Office 50 Raffl es Place #32-01 Singapore Land Tower Singapore Receiving Bank : DBS Bank Ltd. 12 Marina Boulevard Level 46 Marina Bay Financial Centre Tower 3 Singapore xiii

18 Independent Accountants : KPMG LLP 16 Raffl es Quay #22-00 Hong Leong Building Singapore Independent Valuer : CBRE Valuations Pty Limited Level George Street Sydney NSW 2000 Australia xiv

19 SUMMARY The following summary is qualifi ed in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere in this Offer Information Statement. Meanings of defi ned terms may be found in the Glossary section in this Offer Information Statement. 1. Overview of FHT, FH-REIT AND FH-BT FHT FHT is a Stapled Group comprising FH-REIT and FH-BT. Listed on the Main board of the SGX-ST, the FH-REIT Units and the FH-BT Units are stapled together under the terms of the Stapling Deed, and cannot be traded separately. FH-REIT and FH-BT FH-REIT is a Singapore-based real estate investment trust ( REIT ) established with the principal investment strategy of investing on a long-term basis, directly or indirectly, in a diversifi ed portfolio of income-producing real estate located anywhere in the world except Thailand, which is used primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as real estate-related assets in connection to the foregoing. FH-BT is currently dormant and it is intended that FH-BT will be activated to be the master lessee of the Hotel (as defi ned herein) (through an indirect wholly-owned subsidiary, FH-BT NMCS Operations Pty Ltd (the FH-BT Lessee )) upon completion of the Hotel Assets Acquisition (as defi ned herein). The REIT Manager is a wholly-owned subsidiary of Frasers Centrepoint Limited ( FCL or the Sponsor ). The Trustee-Manager is a wholly-owned subsidiary of the Sponsor. FHT is sponsored by FCL, a full-fl edged international real estate company and one of Singapore s top property companies with total assets of S$23 billion as at 30 June FCL has three strategic business units Singapore, Australia and Hospitality, which focus on residential, commercial, retail and industrial properties in Singapore and Australia, and the hospitality business spanning more than 80 cities across North Asia, Southeast Asia, Australia, Europe, and the Middle-East. FCL also has an International Business arm that focuses on the Group s investments in China, Southeast Asia, and the United Kingdom. FCL is listed on the Mainboard of the SGX-ST. FHT s Strategic Investor, the TCC Group, is among the largest conglomerates in Southeast Asia and is engaged in a variety of businesses including real estate. The TCC Group invests in and develops a wide range of real estate projects globally, including hotels, offi ce towers, retail centres, residences, serviced apartments, convention centres, golf courses and resorts. As at 30 June 2016, it owns, among others, 21 retail shopping centres with approximately 515,000 square metres of retail space, seven commercial offi ces with approximately 810,000 square metres of offi ce space, 43 hotels with 9,500 keys in Thailand and 6 countries worldwide. Existing Portfolio As at 14 September 2016, being the latest practicable date prior to the lodgement of this Offer Information Statement (the Latest Practicable Date ), FH-REIT s existing portfolio (the Existing Portfolio ) comprises 14 quality properties (eight hotels and six serviced residences) strategically located across eight key cities in Asia, Australia and Europe. The eight hotels in the Existing Portfolio are: InterContinental Singapore (Singapore), Sofi tel Sydney Wentworth (Australia), Novotel Rockford Darling Harbour (Australia), Park International London (England), Best Western Cromwell London (England), Maritim Hotel Dresden (Germany), ANA Crowne Plaza Kobe (Japan) and The Westin Kuala Lumpur (Malaysia). The six serviced residences in the Existing Portfolio are: Fraser Suites Singapore (Singapore), Fraser Suites Sydney (Australia), Fraser Suites Queens Gate (England), Fraser Place Canary Wharf (England), Fraser Suites Glasgow (Scotland) and Fraser Suites Edinburgh (Scotland). 1

20 Collectively, the properties comprising the Existing Portfolio have a total of 3,534 rooms comprising 2,692 hotel rooms and 842 serviced residence units. The Existing Portfolio has a combined value of approximately S$2. 1 billion The Rights Issue The Rights Issue comprises an offer of 441,549,281 Rights Stapled Securities on an underwritten basis (excluding the number of Rights Stapled Securities to be subscribed for pursuant to the FCL Irrevocable Undertaking and the TCCG Irrevocable Undertaking (each as defi ned herein)) and renounceable basis to Eligible Stapled Securityholders based on the Rights Ratio of 32 Rights Stapled Securities for every 100 existing Stapled Securities (the Existing Stapled Securities ) held as at the Rights Issue Books Closure Date (fractional entitlements to be disregarded), at an issue price of S$0.603 per Rights Stapled Security (the Issue Price ), to raise gross proceeds of approximately S$266.3 million. The Rights Issue would provide Eligible Stapled Securityholders with the opportunity to subscribe for their pro rata Rights Entitlement at the Issue Price, which is at a discount of: (i) (ii) approximately 23.7% to the closing price of S$0.790 per Stapled Security on the SGX- ST on 9 September 2016, being the last trading day of the Stapled Securities prior to the announcement of the Rights Issue ( Closing Price ); and 19.0% to the theoretical ex-rights price ( TERP ) of S$0.745 per Stapled Security which is calculated as follows: TERP = Market capitalisation of FHT based on the Closing Price + Gross proceeds from the Rights Issue Stapled Securities outstanding after the Rights Issue The Rights Stapled Securities will be issued pursuant to the general mandate (the General Mandate ) that was given by the Stapled Securityholders to the Managers for the issue of new Stapled Securities, pursuant to an ordinary resolution obtained at an annual general meeting of Stapled Securityholders held on 9 December As a demonstration of their support for FHT and the Rights Issue, each of FCL and TCC Group Investments Limited ( TCCG or the Strategic Investor ) ha s provided irrevocable undertakings, pursuant to which they will subscribe and pay in full for their respective total Rights Entitlements. In addition, TCCG has undertaken to make applications for Excess Rights Stapled Securities (as defi ned herein) provided that the aggregate amount payable by TCCG for Rights Stapled Securities (including acceptance of its Rights Entitlements and subscriptions for Excess Rights Stapled Securities) shall not exceed S$128.0 million. 3. The Proposed Acquisitions The Rights Issue is a pre-emptive measure by the Managers to reduce FHT s gearing and strengthen FHT s balance sheet. The Managers intend to utilise the proceeds raised from the Rights Issue for purposes of fi nancing the acquisitions of: (i) the land and the buildings known as Novotel Melbourne on Collins which is located at 270 Collins Street, Melbourne, Victoria, Australia (the Hotel ) and the associated 72 car park lots located at Collins Street, Melbourne, Victoria, Australia (the Car Park ) (the Hotel together with the Car Park, to be referred to as the Melbourne Property ) (the Property Acquisition ); and 1 Based on the appraised value of the Existing Portfolio as at 30 September 2015, save for Maritim Hotel Dresden, which was valued as at 31 March

21 (ii) the hotel assets, including the goodwill of the hotel business which is conducted from the Hotel (the Hotel Business ), the Liquor Licence (as defi ned herein), the business licences, the business intellectual property, the occupancy documents and the furniture, furnishings and equipment ( FF&E ) relating to the Hotel (collectively, the Hotel Assets, and the acquisition of the Hotel Assets, the Hotel Assets Acquisition, and collectively with the Property Acquisition, the Proposed Acquisitions ), from a third party vendor, 260 Collins Pty Ltd (the Vendor ), which currently holds both the Melbourne Property and the Hotel Assets. The Proposed Acquisitions present a unique opportunity to deploy capital in order to reduce the dilutive effects of the Rights Issue. In connection with the Proposed Acquisitions: (i) (ii) FH-REIT had on 9 September 2016, through The Trust Company (PTAL) Limited, as trustee for FHT Melbourne Trust 1 (the Melbourne Sub-Trust, and the trustee for the Melbourne Sub-Trust, the Melbourne Sub-Trustee ), entered into a contract for the sale of land with the Vendor to acquire the Melbourne Property (the Property SPA ); and FH-BT had on 9 September 2016, through the FH-BT Lessee, entered into a contract with the Vendor to acquire the Hotel Assets (the Hotel Assets SPA ). Purchase Consideration The aggregate gross purchase consideration payable by FHT to the Vendor in connection with the Proposed Acquisitions is A$237.0 million (approximately S$245.4 million 1 ) (the Total Purchase Consideration ). Taking into account the estimated amount of A$3.0 million (approximately S$3.1 million 1 ) to be borne by the Vendor 2, the net purchase consideration payable by FHT is A$234.0 million (approximately S$242.3 million 1 ) (the Net Purchase Consideration ). (See the section entitled Information Relating to the Proposed Acquisitions for further details relating to the Proposed Acquisitions.) Use of Proceeds For each dollar of the gross proceeds of approximately S$266.3 million that will be raised from the Rights Issue, the Managers intend to allocate the proceeds from the Rights Issue in the following manner: (i) (ii) (iii) approximately 96.2 cents (equivalent to approximately S$256.3 million) will be used to fi nance the Proposed Acquisitions and related costs, net of the estimated net liabilities to be assumed by the FH-BT Lessee under the Hotel Assets SPA which will be borne by the Vendor; approximately 1.4 cents (equivalent to approximately S$3.6 million) will be used to pay the estimated professional fees and expenses and other fees and expenses expected to be incurred in connection with the Rights Issue; and approximately 2.4 cents (equivalent to approximately S$6.4 million) will be used for working capital and capital expenditure purposes. Notwithstanding their current intention, the Managers may, subject to relevant laws and regulations, use the net proceeds from the Rights Issue at their absolute discretion for other purposes, including funding other acquisitions and/or reducing FH-REIT s debt. 1 Based on an assumed exchange rate of A$1.00:S$ The amount of A$3.0 million (approximately S$3.1 million) is to be borne by the Vendor as FH-BT Lessee is assuming certain net liabilities under the Hotel Assets SPA. As such, the Net Hotel Assets Consideration is A$2.8 million. Not taking into account the net current liabilities to be borne by the Vendor, the gross consideration payable by FH-BT (through the FH-BT Lessee) for the Hotel Assets, including the Hotel Business, under the Hotel Assets SPA will be A$5.8 million (the Gross Hotel Assets Consideration ). 3

22 Pending deployment of the net proceeds from the Rights Issue, the net proceeds may be deposited with banks and/or fi nancial institutions, or used to repay outstanding borrowings or used for any other purpose on a short-term or interim basis as the Managers may, in their absolute discretion, deem fi t. The Managers will make periodic announcements on the utilisation of the proceeds from the Rights Issue as and when such funds are materially utilised and provide a status report on the use of the proceeds from the Rights Issue in the annual reports of FHT. Where there is any material deviation from the stated use of proceeds, the Managers will announce the reasons for such deviation. 4. Activation of FH-BT and the Melbourne Master Lease Agreement FH-BT is currently dormant and it is intended that FH-BT will be activated to be the master lessee of the Hotel (through the FH-BT Lessee) upon completion of the Hotel Assets Acquisition. The FH- BT Lessee is an indirect wholly-owned subsidiary of FH-BT incorporated in Australia. Pursuant to the Hotel Assets SPA, the FH-BT Lessee will acquire the Hotel Assets. In connection with the Hotel Assets Acquisition: (i) (ii) the FH-BT Lessee and the Vendor will enter into a master lease agreement, pursuant to which FH-BT Lessee will be appointed as the master lessee of the Hotel (the Melbourne Master Lease Agreement ); and the existing hotel management agreement (the Hotel Management Agreement ) between the Vendor, AAPC Limited (ACN ) ( AAPC Limited ) and AAPC Properties Pty Limited (ACN ) (the Hotel Operator ), including the rights and obligations thereunder, will be novated to the FH-BT Lessee pursuant to a deed of novation entered into between the Vendor, Hotel Operator, FH-BT Lessee and AAPC Limited. Upon completion of the Property Acquisition pursuant to the Property SPA (the Property SPA Completion ), the Melbourne Sub-Trustee will become the lessor under the Melbourne Master Lease Agreement. The novation of the Hotel Management Agreement to the FH-BT Lessee is effective from the date of the commencement of the Melbourne Master Lease Agreement. In connection with the novation of the Hotel Management Agreement: ( i) the FH-BT Lessee, the Hotel Operator and AAPC Limited (acting as guarantor for the Hotel Operator s obligations and liabilities under the Hotel Management Agreement) have entered into an amending deed to amend certain terms in the Hotel Management Agreement (the amended Hotel Management Agreement is to be known as the Amended Hotel Management Agreement ); and ( ii) the FH-BT Lessee, the Melbourne Sub-Trustee and the Hotel Operator have entered into the land owner s deed referred to in Information Relating to the Proposed Acquisitions Overview of the Proposed Acquisitions Activation of FH-BT and the Melbourne Master Lease Agreement. The Amended Hotel Management Agreement is effective from the date of the Property SPA Completion. 5. Investment Management Agreement In connection with the Property Acquisition and establishment of the Melbourne Sub-Trust, an investment management agreement (the Investment Management Agreement ) between the Melbourne Sub-Trustee and FHT Australia Management Pty Ltd, a wholly-owned subsidiary of the REIT Manager incorporated in Australia, as manager of FHT Australia Trust ( MIT Australia, and the manager of MIT Australia, the MIT Manager ) had been entered into on 7 September 2016, pursuant to which the MIT Manager will provide certain services to the Melbourne Sub-Trust, including (but not limited to) the management of the Melbourne Sub-Trust for and on behalf of the Melbourne Sub-Trustee, keeping the trust property under periodic review and conferring with the Melbourne Sub-Trustee at agreed intervals regarding the management of the Melbourne Sub-Trust. In consideration for the MIT Manager providing the services under the Investment Management Agreement in connection with the Melbourne Sub-Trust, the MIT Manager will be entitled to certain fees under the Investment Management Agreement. 4

23 The fees payable to the MIT Manager under the Investment Management Agreement will only apply subject to there being no double-counting of the payment of fees to the MIT Manager under the Investment Management Agreement and payment of fees to the MIT Manager (in its capacity as manager of the head trust, MIT Australia) pursuant to the head trust management agreement in respect of MIT Australia. For the avoidance of doubt, any fees paid by the Melbourne Sub-Trust to the MIT Manager under the Investment Management Agreement or the investment management agreement in respect of MIT Australia will correspondingly reduce the fi nal amount of the relevant fees to be received by the REIT Manager. 6. Rationale for the Rights Issue and the Proposed Acquisitions The Managers believe that the Rights Issue and the Proposed Acquisitions will provide Stapled Securityholders with the following benefi ts: (i) Strengthen FHT s balance sheet to increase financial flexibility The Rights Issue is a pre-emptive measure by the Managers to reduce FHT s gearing and strengthen its balance sheet to increase fi nancial fl exibility for future growth. The Managers intend to utilise the proceeds from the Rights Issue to primarily fund the Proposed Acquisitions, mitigating the impact of DPS dilution from the Rights Issue. The Hotel is a prime hospitality property located in a buoyant hospitality market with growth potential. Following the Rights Issue and Proposed Acquisitions, FHT s gearing will reduce from 38.3% 1 to 34.1%. This will provide FHT with an enhanced credit profi le for greater fi nancial fl exibility and access to more funding options, enhancing FHT s ability to pursue future growth opportunities, via accretive acquisitions and/or asset enhancement initiatives, in an effi cient manner. The chart below illustrates the reduction in the gearing of FHT resulting from the Rights Issue and Proposed Acquisitions. 38.3% Gearing Level of FHT (%) 34.1% As of 30 June 2016 Pro Forma (ii) Unique opportunity to be seized by the Managers to acquire a prime hotel within Melbourne CBD (a) Prime hotel property The Hotel is one of the few hotels strategically located within Melbourne s core central business district ( CBD ) area along Collins Street. It is within close proximity to prime offi ce and retail precincts and tourist attractions. Having undergone various asset enhancement initiatives over the last few years, including the renovation of rooms and conference facilities, the Hotel has the potential to capture higher yielding businesses with no major capital expenditure foreseeable in the near term. The Hotel is also expected to benefi t from the recent completion of the asset enhancement and repositioning of the adjoining St. Collins Lane into one of Melbourne s premium retail offerings. 1 As of 30 June

24 Apart from the Hotel, the other hotels in the vicinity are 5-star hotels, presenting a potential for the Hotel to be re-positioned as a higher tier hotel in the future. There is also a limited new competitive supply of hotels in this locality as the majority of the new upcoming supply of hotel rooms will be located in Docklands and South Bank areas or at the city fringe. The following diagram highlights the Hotel s strategic location along Collins Street. (b) Reputable operator The Hotel will continue to be operated by AccorHotels Group ( AccorHotels ) under the Novotel brand which will allow the Hotel to leverage on AccorHotels extensive global network. AccorHotels has one of the largest hotel networks with more than 4,000 properties across 95 countries. It has a portfolio of 20 internationally renowned brands including Fairmont, Sofi tel, Pullman, SwissÔtel, Novotel, Mercure and ibis. AccorHotels is also the largest operator in Australia with over 25 years experience and a portfolio of 208 properties in Australia. Its regional head offi ce is located in Sydney and its loyalty program comprises over 28 million members worldwide and over 1.9 million members in Australia. (iii) Ride on Melbourne s growing hospitality market Melbourne is the fi nance, sports, arts and cultural hub city of Australia, with strong visitorship. Voted as the world s most liveable city for the sixth year by the Economist Intelligence Unit 1, it is a fast growing hospitality market in Australia, where demand growth has typically matched or exceeded the growth in rooms available, having seen a 19.2% increase in visitor nights from 2013 to 2015 due to growth in both domestic and international visitors 2. 1 Source: 18 August 2016 <Last accessed on 9 September 2016>. ABC News has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by ABC News is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 2 Source: CBRE Valuations Pty Limited ( CBRE ). 6

25 As a result, occupancy and revenue per available room ( RevPAR ) have seen annual increases since In addition, the average daily rate of rooms in the Melbourne hospitality market is projected to increase 3.0% annually for 2016 and Growth in Melbourne s hospitality sector is expected to continue due to the following reasons 2 : Improvements in infrastructure, including: the completion of Melbourne Airport Terminal Four in 2H 2015, the expansion of the Melbourne Convention and Exhibition Centre, the expansion of Melbourne Park sporting and entertainment precinct, the development of the Federation Square Eastern Precinct, and the development of E-Gate, a mixed use inner city precinct on the edge of Melbourne s CBD; and Hosting of major international sporting, cultural and entertainment events such as the Australian Tennis Open, and the Formula 1 Grand Prix which is contracted to be held in Melbourne until Melbourne Visitation (millions of visitor nights) to 2016:+19.2% Source: CBRE. Melbourne Occupancy (Rolling 12 months for year ended April) 74.3% 74.7% 80.6% 78.3% 76.0% 2010 to 2016:+12.1% 82.2% 83.3% Source: CBRE. 1 Source: CBRE. 2 Source: CBRE. 7

26 Melbourne RevPAR (A$; Rolling 12 months for year ended April) to 2016:+20.5% (iv) Source: CBRE. Enhance FHT s portfolio resilience through diversification The Proposed Acquisitions will further enhance and diversify FHT s portfolio by providing exposure to Melbourne s attractive hospitality supply and demand dynamics, which is expected to provide income stability and growth potential to FHT. With the acquisition of the Melbourne Property, FHT s Portfolio Value 1 would increase from S$2.1 billion to S$2.3 billion. In addition, the Proposed Acquisitions will reduce the single asset risk of FHT s portfolio, where the highest appraised value for a single property in FHT s portfolio will be reduced in proportion from 26.1% to 23.3% of the total appraised value of FHT s portfolio. The diagrams below illustrate the pro forma impact of: (i) the Proposed Acquisitions on the geographical distribution of FHT s Portfolio Value; and (ii) the Proposed Acquisitions on the geographical contribution to FHT s Net Property Income for FY Germany 4.4% Australia (Sydney) 20.0% Impact of the Proposed Acquisitions on Portfolio Value Pre-Acquisition Post-Acquisition (Pro Forma) (Pro Forma) Singapore 41.2% Sydney 17.8% Melbourne 10.7% Australia 28.5% Singapore 36.8% United Kingdom 19.4% Japan 8.0% Malaysia 7.0% Germany 4.0% United Kingdom 17.3% Japan 7.1% Malaysia 6.3% 1 FHT s Portfolio Value is based on the appraised value of FHT s properties as at 30 September 2015, save for Maritim Hotel Dresden which was valued as at 31 March 2016 and (if applicable) including the appraised value of the Melbourne Property which is as at 26 July Based on the Net Property Income for FY2015 and adjusted for the acquisition of Maritim Hotel Dresden. 8

27 Impact of the Proposed Acquisitions on Net Property Income for FY2015 Pre-Acquisition Post-Acquisition (Pro Forma) (Pro Forma) Germany 6.7% Australia (Sydney) 17.1% Singapore 29.1% Sydney 15.3% Melbourne 10.7% Australia 26.0% Singapore 26.0% United Kingdom 24.9% Japan 13.3% Malaysia 8.9% Germany 5.9% United Kingdom 22.3% Japan 11.9% Malaysia 7.9% (v) The Rights Issue provides an opportunity for existing Stapled Securityholders to participate in an equity fund raising exercise The Rights Issue provides an opportunity for Eligible Stapled Securityholders to subscribe for their Rights Entitlements at an Issue Price of S$0.603 which is at an attractive discount of 19.0% to TERP. The Rights Entitlements are renounceable, and Eligible Stapled Securityholders who do not wish to subscribe for their Rights Entitlements may sell their nil-paid rights and crystallise the value of the rights discount. (vi) (vii) Increase FHT s free float The Rights Issue will increase FHT s free fl oat 1 by up to S$105.3 million, from S$431.2 million 2 to S$536.5 million 3. Strong support from the Sponsor and the Strategic Investor To demonstrate their support for FHT and the Rights Issue, (i) the Sponsor, FCL, has provided the FCL Irrevocable Undertaking to the Managers and Joint Lead Managers and Underwriters and (ii) the Strategic Investor, TCCG, has provided the TCCG Irrevocable Undertaking to the Managers. 7. Commitment of the Sponsor and the Strategic Investor To demonstrate support for FHT and the Rights Issue, (i) the Sponsor, FCL has provided the FCL Irrevocable Undertaking to the Managers and Joint Lead Managers and Underwriters and (ii) the Strategic Investor, TCCG has provided the TCCG Irrevocable Undertaking to the Managers. 7.1 FCL Irrevocable Undertaking FCL, which through its wholly-owned subsidiaries, FCL Investments Pte. Ltd. ( FCLI ), Frasers Hospitality Asset Management Pte. Ltd. ( FHAMPL ) and Frasers Hospitality Pte. Ltd. ( FHPL ), has an aggregate interest in 298,226,184 Stapled Securities (representing approximately 21.6% of the issued Stapled Securities as at 9 September 2016), has on 9 September 2016, voluntarily provided an irrevocable undertaking (the FCL Irrevocable Undertaking ) to each of (a) the Managers and (b) the Joint Lead Managers and Underwriters that in accordance with the terms and conditions of the Rights Issue and in any case not later than Closing Date, FCL will accept, procure that FCLI, FHAMPL and FHPL or, as the case may be, their nominees(s) or custodian(s) (the FCL Relevant Entities ) accept, and/or procure one or more of its existing subsidiaries and/or new subsidiaries/ entities set up by FCL to hold Stapled Securities, to subscribe and pay in full for, the FCL Relevant Entities total provisional allotments of Rights Stapled Securities. 1 The term free float, in the context of this Offer Information Statement refers to Stapled Securities held by persons who are not either of FCL, TCCG or their associates (as defi ned in the Listing Manual). 2 Based on Closing Price. 3 Based on TERP and assuming no Excess Rights Stapled Securities have been allocated to FCL or TCCG. 9

28 7.2 TCCG Irrevocable Undertaking TCCG, which has an aggregate interest in 535,841,000 Stapled Securities (representing approximately 38.8% of the issued Stapled Securities as at 9 September 2016), has on 9 September 2016, voluntarily provided an irrevocable undertaking (the TCCG Irrevocable Undertaking ) to each of the Managers. Pursuant to the TCCG Irrevocable Undertaking, TCCG undertakes, amongst others, that in accordance with the terms and conditions of the Rights Issue: (i) (ii) TCCG will accept, procure that its nominees(s) or custodian(s) (the TCCG Relevant Entities ) accept, and/or procure one or more of its existing subsidiaries and/or new subsidiaries/entities set up by TCCG to hold Stapled Securities (together with the TCCG Relevant Entities, the TCCG Subscribing Entities ), to subscribe and pay in full for, the TCCG Relevant Entities total provisional allotments of Rights Stapled Securities (the Entitlement Application ); and TCCG will, or procure that the TCCG Subscribing Entities will, make an application, subscribe and pay in full, for Excess Rights Stapled Securities to the extent that they remain unsubscribed after satisfaction of all other applications and excess applications (if any) (the Excess Application ), provided that the aggregate amount payable by TCCG and the TCCG Subscribing Entities pursuant to the Entitlement Application and the Excess Application shall not exceed S$128.0 million. 8. Underwriting of the Rights Issue Save for the Rights Stapled Securities to be subscribed for pursuant to the (i) the FCL Irrevocable Undertaking and (ii) the TCCG Irrevocable Undertaking, the Rights Issue is underwritten by the Joint Lead Managers and Underwriters severally in the proportion of 50.0% 1 each on the terms and subject to the conditions of a management and underwriting agreement entered into between the Managers and the Joint Lead Managers and Underwriters on 9 September 2016 (the Management and Underwriting Agreement ). The Joint Lead Managers and Underwriters will be entitled to a commission of up to 2.0% of the Issue Price multiplied by the total number of Rights Stapled Securities less the number of Rights Stapled Securities subscribed for pursuant to (i) the FCL Irrevocable Undertaking and (ii) the TCCG Irrevocable Undertaking. It should be noted that the Management and Underwriting Agreement may be terminated upon the occurrence of certain events, including those of a force majeure nature, but the Joint Lead Managers and Underwriters are not entitled to rely on force majeure to terminate the Management and Underwriting Agreement on or after the date on which ex-rights trading commences (being 16 September 2016) (in compliance with Rule 818 of the Listing Manual of the SGX-ST (the Listing Manual )). 9. Status of the Rights Issue FHT s current policy is to distribute its amount available for distribution on a semi-annual basis to Stapled Securityholders. The Rights Stapled Securities will, upon allotment and issue, rank pari passu in all respects with the existing Stapled Securities in issue as at the date of issue of the Rights Stapled Securities including the right to any distributions which may accrue for the period from 1 April 2016 to 30 September 2016 as well as all distributions thereafter. 1 The maximun number of the Rights Stapled Securities to be underwritten by each Joint Lead Manager and Underwriter on the terms and subject to the conditions of the Management and Underwriting Agreement is 66,922,465 Rights Stapled Securities. 10

29 Eligible Stapled Securityholders who validly accept, in full, their provisional allotments of Rights Stapled Securities in accordance with the terms of this Offer Information Statement, will receive such amount of the accrued distributions for the period from 1 April 2016 to 30 September 2016 which they would have been entitled to had the Rights Issue not occurred. Eligible Stapled Securityholders who decide not to accept in full their provisional allotments of Rights Stapled Securities can, where applicable, make arrangements to trade their Rights Entitlements on the SGX-ST under the book-entry (scripless) settlement system. For Ineligible Stapled Securityholders, the Managers may, at their absolute discretion and if it is practicable to do so, arrange for the Rights Entitlements which would otherwise have been provisionally allotted to Ineligible Stapled Securityholders to be sold nil-paid on the SGX-ST as soon as practicable after dealings in the Rights Entitlements commence. Such sales may, however, only be effected if the Managers, in their absolute discretion, determine that the proceeds from such sales can at least cover the expenses to be incurred in relation thereto. There is no guarantee that such sale will be successful, and even if successful, the proceeds of any such sale may not be suffi cient to compensate him fully for the dilution of his Stapled Securityholding as a result of the Rights Issue. (See the section entitled Eligibility of Stapled Securityholders to Participate in the Rights Issue Ineligible Stapled Securityholders.) 11

30 PRINCIPAL TERMS OF THE RIGHTS ISSUE The following principal terms and conditions of the Rights Issue are derived from, and should be read in conjunction with, the full text of this Offer Information Statement, and are qualifi ed in their entirety by reference to information appearing elsewhere in this Offer Information Statement. Issue Size : 441,549,281 Rights Stapled Securities. The Rights Issue is expected to raise gross proceeds of approximately S$266.3 million and net proceeds of approximately S$262.7 million. Basis of Provisional : Each Eligible Stapled Securityholder is entitled to subscribe for 32 Allotments Rights Stapled Securities for every 100 existing Stapled Securities standing to the credit of his Securities Account with CDP as at the Rights Issue Books Closure Date, fractional entitlements to be disregarded. Issue Price : S$0.603 per Rights Stapled Security. The Rights Stapled Securities are payable in full upon acceptance and/or application. Administrative Fee : An administrative fee will be incurred by applicants for each Electronic Application made through the ATMs of the Participating Banks. Status of Rights Stapled : The Rights Stapled Securities will, upon allotment and issue, Securities rank pari passu in all respects with the existing Stapled Securities in issue as at the date of issue of the Rights Stapled Securities. Eligible Stapled Securityholders who validly accept, in full, their Rights Entitlements, will receive such amount of the accrued distributions from the period from 1 April 2016 to 30 September 2016 to which they would have been entitled had the Rights Issue not occurred. Eligible Stapled Securityholders who decide not to accept in full their Rights Entitlements can, where applicable, make arrangements to trade them on the SGX-ST under the book-entry (scripless) settlement system. The Managers may also, at their absolute discretion, make arrangements for the Rights Entitlements which would otherwise have been allotted to Ineligible Stapled Securityholders to be sold nil-paid on the SGX-ST under the book-entry (scripless) settlement system. Such sales may, however, only be effected if the Managers, in their absolute discretion, determine that the proceeds from such sales can at least cover the expenses to be incurred in relation thereto. Eligibility to participate in : Eligible Stapled Securityholders are at liberty to accept in part or the Rights Issue in full, decline, renounce or trade on the SGX-ST (during the nilpaid rights trading period prescribed by the SGX-ST) their pro rata Rights Entitlements and are eligible to apply for the Excess Rights Stapled Securities. (See the section entitled Eligibility of Stapled Securityholders to Participate in the Rights Issue for further details.) 12

31 Rights of Eligible Stapled : Eligible Stapled Securityholders will receive their Rights Securityholders Entitlements and are at liberty to accept in part or in full, decline, renounce or trade on the SGX-ST (during the Rights Entitlements trading period prescribed by the SGX-ST) their Rights Entitlements and are eligible to apply for the Excess Rights Stapled Securities on 23 September 2016 from 9.00 a.m. up to the Closing Date as set out in the section entitled Timetable of Key Events. Eligible Stapled Securityholders who wish to renounce their Rights Entitlements in favour of a third party should note that CDP requires three Market Days to effect such renunciation. As such, Eligible Stapled Securityholders who wish to renounce their Rights Entitlements are advised to do so early to allow suffi cient time for the renouncee to accept his Rights Entitlements and make payment for the Rights Stapled Securities. Each Eligible Stapled Securityholder may, among other things, choose to: (i) (ii) (iii) accept all or a portion of his Rights Entitlements; renounce all or a portion of Rights Entitlements in favour of a third party; and/or trade all or a portion of his Rights Entitlements. In addition, each Eligible Stapled Securityholder may also apply for Excess Rights Stapled Securities. The procedures for acceptance, payment, renunciation and application for Rights Stapled Securities and/or Excess Rights Stapled Securities by Eligible Stapled Securityholders are set out in Appendix E and Appendix F of this Offer Information Statement. Ineligible Stapled : No provisional allotments of Rights Stapled Securities will be made Securityholders to Ineligible Stapled Securityholders and no purported acceptance thereof or application for Excess Rights Stapled Securities thereof by Ineligible Stapled Securityholders will be valid. Ineligible Stapled Securityholders should refer to the section entitled Eligibility of Stapled Securityholders to Participate in the Rights Issue Ineligible Stapled Securityholders. Trading of the Rights Stapled : Securities / Rights Entitlements Eligible Stapled Securityholders who wish to trade all or part of their Rights Entitlements on the SGX-ST can do so for the period commencing on 23 September 2016 from 9.00 a.m., being the date and time of commencement of the Rights Entitlements trading, and ending on 3 October 2016 at 5.00 p.m., being the last date and time of the Rights Entitlements trading. The Rights Stapled Securities and the Rights Entitlements will be traded on the Mainboard of the SGX-ST under the book-entry (scripless) settlement system. For the purposes of trading on the Mainboard of the SGX-ST, each board lot of Stapled Securities and Rights Entitlements will comprise 100 Stapled Securities or Rights Entitlements (as the case may be). All dealings in and transactions (including transfers) of the Rights Stapled Securities effected through the SGX-ST and/or CDP shall be made in accordance with the Terms and Conditions for Operation of Securities Accounts with CDP, as the same may be amended from time to time, copies of which are available from CDP. 13

32 Manner of Refund : When any acceptance of Rights Entitlements and/or Excess Rights Stapled Securities application is invalid or unsuccessful, the amount paid on acceptance and/or application will be returned or refunded to such applicants without interest or any share of revenue or other benefi t arising therefrom within 3 business days after commencement of trading of the Rights Stapled Securities by any one or a combination of the following: (i) (ii) where the acceptance and/or application had been made through CDP, by means of a crossed cheque drawn on a bank in Singapore and sent by ordinary post at their own risk to their mailing addresses maintained with CDP or in such other manner as they may have agreed with CDP for the payment of any cash distribution; and where the acceptance and/or application had been made through Electronic Applications, by crediting their bank accounts with the relevant Participating Banks at their own risk, the receipt by such bank being a good discharge of the Managers and CDP s obligations. Trading of Odd Lots of : Eligible Stapled Securityholders who hold odd lots of Stapled Stapled Securities Securities (that is, lots other than board lots of 100 Stapled Securities) and who wish to trade in odd lots are able to trade odd lots of Stapled Securities on the SGX-ST s Unit Share Market 1. Underwriting : Save for the Rights Stapled Securities to be subscribed for pursuant to the FCL Irrevocable Undertaking and TCCG Irrevocable Undertaking, the Rights Issue is underwritten by the Joint Lead Managers and Underwriters severally in the proportion of 50% 2 each on the terms and subject to the conditions of the Management and Underwriting Agreement. (See the sections entitled Summary Commitment of the Sponsor and the Strategic Investor and Summary Underwriting of the Rights Issue for further details.) Listing of the Rights : Approval in-principle has been obtained from the SGX-ST on 8 Stapled Securities September 2016 for the listing and quotation of, inter alia, the Rights Stapled Securities on the Mainboard of the SGX-ST. The approval in-principle of the SGX-ST is not to be taken as an indication of the merits of the Rights Issue, the Rights Stapled Securities, FHT, FH-REIT, FH-BT and/or their subsidiaries. 1 Unit Share Market refers to the ready market of the SGX-ST for trading of odd lots of Stapled Securities with a minimum size of one Stapled Security. 2 The maximum number of the Rights Stapled Securities to be underwritten by each Joint Lead Manager and Underwriter on the terms and subject to the conditions of the Management and Underwriting Agreement is 66,922,465 Rights Stapled Securities. 14

33 Stapled Securityholders who : SRS investors and investors who hold Stapled Securities are SRS investors or who through a finance company and/or Depository Agent should hold Stapled Securities see the section entitled Important Notice to (A) SRS Investors through a finance company and (B) Investors who Hold Stapled Securities Through a and/or Depository Agent Finance Company and/or Depository Agent for important details. Governing Law : Laws of the Republic of Singapore. AS THE RIGHTS ISSUE IS MADE ON A RENOUNCEABLE BASIS, THE RIGHTS ENTITLEMENTS CAN BE RENOUNCED IN FAVOUR OF A THIRD PARTY OR, TRADED ON THE SGX-ST DURING THE RIGHTS ENTITLEMENTS TRADING PERIOD. 15

34 TIMETABLE OF KEY EVENTS The timetable for the Rights Issue is set out below: Event Date and Time Last day of cum-rights trading for the Rights Issue : 15 September 2016 First day of ex-rights trading for the Rights Issue : 16 September 2016 Rights Issue Books Closure Date : 20 September 2016 at 5.00 p.m. Despatch of this Offer Information Statement (together with the application forms) to Eligible Stapled Securityholders : 23 September 2016 Commencement of trading of Rights Entitlements : 23 September 2016 from 9.00 a.m. Last date and time trading of Rights Entitlements : 3 October 2016 at 5.00 p.m. Closing Date: Last date and time for acceptance of the Rights Entitlements and payment for Rights Stapled Securities (1) : 7 October 2016 at 5.00 p.m. (2) (9.30 p.m. for Electronic Applications through ATMs of Participating Banks) Last date and time for application and payment for : 7 October 2016 at 5.00 p.m. (2) Excess Rights Stapled Securities (1) (9.30 p.m. for Electronic Applications through ATMs of Participating Banks) Last date and time for acceptance of and payment by : 7 October 2016 at 5.00 p.m. (3) the renouncee (1) Expected date of the issuance of the Rights Stapled Securities : 14 October 2016 Expected date for crediting of the Rights Stapled Securities : 17 October 2016 Expected date for commencement of trading of Rights Stapled Securities on the SGX-ST : 17 October 2016 from 9.00 a.m. Notes: (1) This does not apply to SRS investors and investors who hold Stapled Securities through a fi nance company and/or Depository Agent. SRS investors and investors who hold Stapled Securities through a fi nance company and/or Depository Agent should see the section entitled Important Notice to (A) SRS Investors and (B) Investors who hold Stapled Securities through a Finance Company and/or Depository Agent. Any application made by these investors directly through CDP or through ATMs will be rejected. Such investors, where applicable, will receive notifi cation letter(s) from their respective approved bank, fi nance company and/or Depository Agent and should refer to such notifi cation letter(s) for details of the last date and time to submit applications to their respective approved bank, fi nance company and/or Depository Agent. (2) If acceptances of the Rights Entitlements and (if applicable) applications for Excess Rights Stapled Securities, as the case may be, are made through CDP in accordance with the ARE and the ARS. (3) Eligible Stapled Securityholders who wish to renounce their Rights Entitlements in favour of a third party should note that CDP requires at least three Market Days to effect such renunciation. As such, Eligible Stapled Securityholders who wish to renounce their Rights Entitlements are advised to do so early to allow suffi cient time for the renouncee to accept his Rights Entitlements and make payment for Rights Stapled Securities. The Managers may, in consultation with the Joint Lead Managers and Underwriters and with the approval of the SGX-ST, modify the above timetable subject to any limitation under any applicable laws. In such an event, the Managers will announce the same via the SGXNET. However, as at the date of this Offer Information Statement, the Managers do not expect the above timetable to be modifi ed. 16

35 RESULTS OF THE ALLOTMENT The Managers will announce the results of the Rights Issue through an SGXNET announcement to be posted on the SGX-ST website at CREDITING OF RIGHTS ENTITLEMENTS The Rights Entitlements will be provisionally allotted to Eligible Stapled Securityholders on or about 23 September 2016 by crediting the nil-paid rights to the Eligible Stapled Securityholders Securities Accounts. In the case of Eligible Stapled Securityholders and their renouncees with valid acceptances and (where applicable) successful applications for Excess Rights Stapled Securities, a notifi cation letter representing such number of Rights Stapled Securities will be sent by CDP within 10 Market Days after the Closing Date. (See Appendix E Procedures for Acceptance, Payment, Renunciation and Application for Rights Stapled Securities and/or Excess Rights Stapled Securities by Eligible Stapled Securityholders.) 17

36 OVERVIEW OF FHT BACKGROUND OF FHT FHT FHT is a Stapled Group comprising FH-REIT and FH-BT. Listed on the Main board of the SGX-ST, the FH-REIT Units and FH-BT Units are stapled together under the terms of the Stapling Deed, and cannot be traded separately. FH-REIT and FH-BT FH-REIT is a Singapore-based REIT established with the principal investment strategy of investing on a long-term basis, directly or indirectly, in a diversifi ed portfolio of income-producing real estate located anywhere in the world except Thailand, which is used primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as real estate-related assets in connection to the foregoing. FH-BT is currently dormant and it is intended that FH-BT will be activated to be the master lessee of the Hotel (through the FH-BT Lessee) upon completion of the Hotel Assets Acquisition. The REIT Manager is a wholly-owned subsidiary of the Sponsor. The Trustee-Manager is a wholly-owned subsidiary of the Sponsor. FHT is sponsored by FCL, a full-fl edged international real estate company and one of Singapore s top property companies with total assets of S$23 billion as at 30 June FCL has three strategic business units Singapore, Australia and Hospitality, which focus on residential, commercial, retail and industrial properties in Singapore and Australia, and the hospitality business spanning more than 80 cities across North Asia, Southeast Asia, Australia, Europe, and the Middle-East. FCL also has an International Business arm that focuses on the Group s investments in China, Southeast Asia, and the United Kingdom. FCL is listed on the Mainboard of the SGX-ST. FHT s Strategic Investor, The TCC Group is among the largest conglomerates in Southeast Asia and is engaged in a variety of businesses including real estate. The TCC Group invests in and develops a wide range of real estate projects globally, including hotels, offi ce towers, retail centres, residences, serviced apartments, convention centres, golf courses and resorts. As at 30 June 2016, it owns, among others, 21 retail shopping centres with approximately 515,000 square metres of retail space, seven commercial offi ces with approximately 810,000 square metres of offi ce space, 43 hotels with 9,500 keys in Thailand and 6 countries worldwide. Existing Portfolio As at the Latest Practicable Date, the Existing Portfolio comprises 14 quality properties (eight hotels and six serviced residences) strategically located across eight key cities in Asia, Australia and Europe. The eight hotels in the Existing Portfolio are: InterContinental Singapore (Singapore), Sofi tel Sydney Wentworth (Australia), Novotel Rockford Darling Harbour (Australia), Park International London (England), Best Western Cromwell London (England), Maritim Hotel Dresden (Germany), ANA Crowne Plaza Kobe (Japan) and The Westin Kuala Lumpur (Malaysia). The six serviced residences in the Existing Portfolio are: Fraser Suites Singapore (Singapore), Fraser Suites Sydney (Australia), Fraser Suites Queens Gate (England), Fraser Place Canary Wharf (England), Fraser Suites Glasgow (Scotland) and Fraser Suites Edinburgh (Scotland). Collectively, the properties comprising the Existing Portfolio have a total of 3,534 rooms comprising 2,692 hotel rooms and 842 serviced residence units. The Existing Portfolio has a combined value of approximately S$2. 1 billion 1. 1 Based on the appraised value of the Existing Portfolio as at 30 September 2015, save for Maritim Hotel Dresden, which was valued as at 31 March

37 GENERAL DEVELOPMENT OF FHT The general development of the business of FHT from the date of listing of FHT on the Mainboard of the SGX-ST, being 14 July 2014 (the Listing Date ) to the Latest Practicable Date, is set out below. Save as disclosed below, to the best of the Managers knowledge and belief, there have been no material changes in the affairs of FHT since the release of FHT s fi nancial results for the fi nancial quarter ended 30 June Date Significant Developments 14 July 2014 : FHT was listed on the Mainboard of the SGX-ST. 15 July 2014 : FHT was assigned a defi nitive rating of Baa2 with a stable outlook by Moody s Investors Service. 30 April 2015 : The Managers announced the introduction and implementation of a distribution reinvestment plan (the Distribution Reinvestment Plan ) and its application to the distributions for the fi nancial period from the Listing Date to 31 March May 2015 : The Managers announced that an aggregate of 11,965,258 new Stapled Securities had been issued in REIT management fees, MIT management fees and serviced residence management fees. The REIT Manager was nominated by the MIT Manager to receive 1,028,464 Stapled Securities in its place, and FHPL was nominated by Frasers Hospitality (UK) Limited ( FHUK ) to receive the 2,002,727 Stapled Securities in its place. 24 June 2015 : FHT held an extraordinary general meeting where Stapled Securityholders passed the resolutions in relation to the proposed acquisition of 75-year leasehold interest in Sofi tel Sydney Wentworth as a related party transaction, the proposed master lease of Sofi tel Sydney Wentworth as a related party transaction, the proposed issue of up to million new Stapled Securities under a private placement and the proposed issue and placement of new Stapled Securities to TCCG (then known as TCC Hospitality Limited) under the private placement as an interested person transaction. 25 June 2015 : The Managers announced the launch of a private placement of 150,000,000 new Stapled Securities in FHT (the 2015 Private Placement ). 29 June 2015 : 1,365,322 Stapled Securities were allotted and issued at an issue price of S$ per Stapled Security under the Distribution Reinvestment Plan. 7 July 2015 : The Managers announced the acquisition of a 75-year leasehold interest in and the master lease of Sofi tel Sydney Wentworth. 9 July 2015 : The Managers announced the payment of an acquisition fee to the REIT Manager in respect of the acquisition of a 75-year leasehold interest in Sofi tel Sydney Wentworth in the form of 1,419,941 Stapled Securities. 3 November 2015 : The Managers announced that an aggregate of 10,647,549 new Stapled Securities had been issued in REIT management fees, MIT management fees and serviced residence management fees. The REIT Manager was nominated by the MIT Manager to receive 1,273,230 Stapled Securities in its place, and FHPL was nominated by FHUK to receive the 1,942,935 Stapled Securities in its place. 9 December 2015 : FHT held its fi rst annual general meeting. 14 January 2016 : The Managers announced the establishment of a S$1 Billion Multicurrency Debt Issuance Programme. 19

38 Date Significant Developments 5 May 2016 : The Managers announced that an aggregate of 10,656,290 new Stapled Securities had been issued in REIT management fees, MIT management fees and serviced residence management fees. FCLI was nominated by the REIT Manager to receive 4,944,341 Stapled Securities in its place, was nominated by the MIT Manager to receive 1,869,776 Stapled Securities in its place, and was also nominated by both FHPL and FHUK to receive the aggregate of 3,842,173 Stapled Securities in their place. 12 May 2016 : The Managers announced the issuance of S$100 million fixed rate subordinated perpetual securities pursuant to the S$1 billion Multicurrency Debt Issuance Programme. 15 June 2016 : The Managers announced the acquisition of Maritim Hotel Dresden. 16 June 2016 : The Managers announced the payment of an acquisition fee to the REIT Manager in respect of the acquisition of Maritim Hotel Dresden in the form of 1,159,146 Stapled Securities. FCLI was nominated by the REIT Manager to receive 1,159,146 Stapled Securities in its place. 9 September 2016 : The Managers announced the Rights Issue and the Proposed Acquisitions. Latest Valuation The carrying value of the properties comprising the Existing Portfolio as at 30 June 2016 is S$2,012.4 million, which is higher than the valuation obtained as at 30 September 2015 mainly due to the inclusion of Maritim Hotel Dresden, as well as renovations carried out at certain properties after 30 September THE MANAGERS FHT comprises FH-REIT, a Singapore-based REIT and FH-BT, a Singapore-based business trust registered under the BTA. The REIT Manager and the Trustee-Manager, being the responsible entities of FH-REIT and FH-BT respectively, each has its own board of directors (which comprise the same persons) and its own set of procedures in relation to corporate governance. As at the Latest Practicable Date, for the purpose of avoiding any confl ict between FH-REIT and FH-BT, the REIT Manager Board and the Trustee-Manager Board comprise the same Directors. The REIT Manager is Frasers Hospitality Asset Management Pte. Ltd. and the Trustee-Manager is Frasers Hospitality Trust Management Pte. Ltd.. The registered offi ce of the Managers is located at 438 Alexandra Road #21-00, Singapore The names and addresses of the Directors are set out below. Name Position Address Mr Law Song Keng Chairman and Independent Director c/o 438 Alexandra Road #21-00, Singapore Mr Chua Phuay Hee Independent Director c/o 438 Alexandra Road #21-00, Singapore Mr Liew Choon Wei Independent Director c/o 438 Alexandra Road #21-00, Singapore Dr David Wong See Hong Independent Director c/o 438 Alexandra Road #21-00, Singapore Mr Lim Ee Seng Non-executive Director c/o 438 Alexandra Road #21-00, Singapore Mr Panote Sirivadhanabhakdi Non-executive Director c/o 438 Alexandra Road #21-00, Singapore Mr Choe Peng Sum Non-executive Director c/o 438 Alexandra Road #21-00, Singapore

39 INFORMATION ON THE STAPLED SECURITIES Number of Stapled Securities As at the Latest Practicable Date, there were 1,379,841,506 Stapled Securities in issue. Substantial Stapled Securityholders 1 of FHT and their Stapled Securityholdings Based on the Register of Substantial Stapled Securityholders maintained by the Managers, the Substantial Stapled Securityholders of FHT 2 and their interests in the Stapled Securities as at the Latest Practicable Date are as follows: Stapled Securityholders Direct Interest Deemed Interest Total Interest No. of Stapled Securities % No. of Stapled Securities % No. of Stapled Securities % FCL Investments Pte. Ltd. 274,193, ,193, Frasers Centrepoint Limited (1) 298,226, ,226, Thai Beverage Public Company Limited (2) 298,226, ,226, International Beverage Holdings Limited (3) 298,226, ,226, InterBev Investment Limited (4) 298,226, ,226, Siriwana Company Limited (5) 298,226, ,226, Maxtop Management Corp. (6) 298,226, ,226, Risen Mark Enterprise Ltd. (7) 298,226, ,226, Golden Capital (Singapore) Limited (8) 298,226, ,226, MM Group Limited (9) 298,226, ,226, TCC Assets Limited (10) 298,226, ,226, Charoen Sirivadhanabhakdi (11) 298,226, ,226, Khunying Wanna Sirivadhanabhakdi (12) 298,226, ,226, TCC Group Investments Limited 535,841, ,841, Atinant Bijananda (13) 535,841, ,841, Thapana Sirivadhanabhakdi (13) 535,841, ,841, Wallapa Traisorat (13) 535,841, ,841, Thapanee Techajareonvikul (13) 535,841, ,841, Panote Sirivadhanabhakdi (13) 535,841, ,841, Notes: (1) FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and the REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. FCL therefore has a deemed interest in the Stapled Securities in FHT in which each of the REIT Manager, FHPL and FCLI has an interest, by virtue of Section 4 of the SFA. (2) Thai Beverage Public Company Limited ( ThaiBev ) holds a 100% direct interest in International Beverage Holdings Limited ( IBHL ); IBHL holds a 100% direct interest in InterBev Investment Limited ( IBIL ); IBIL holds a greater than 20% interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. ThaiBev therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (3) IBHL holds a 100% direct interest in IBIL; IBIL holds a greater than 20% interest in FCL; 1 Substantial Stapled Securityholders refer to Stapled Securityholders with interests in not less than 5.0% of all Stapled Securities in issue. 2 The Substantial Stapled Securityholders do not have different voting rights from ordinary Stapled Securityholders. 21

40 FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. IBHL therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (4) IBIL holds a greater than 20% interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. IBIL therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (5) Sriwana Company Limited ( SCL ) holds a greater than 20% interest in ThaiBev; ThaiBev holds a 100% direct interest in IBHL; IBHL holds a 100% direct interest in IBIL; IBIL holds a greater than 20% interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. SCL therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (6) Maxtop Management Corp. ( MMC ) together with Risen Mark Enterprise Ltd. ( RM ) and Golden Capital (Singapore) Limited ( GC ) collectively holds a greater than 20% interest in ThaiBev; ThaiBev holds a 100% direct interest in IBHL; IBHL holds a 100% direct interest in IBIL; IBIL holds a greater than 20% interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. MMC therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (7) RM together with MMC and GC collectively holds a greater than 20% interest in ThaiBev; ThaiBev holds a 100% direct interest in IBHL; IBHL holds a 100% direct interest in IBIL; IBIL holds a greater than 20% interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. RM therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (8) GC together with MMC and RM collectively holds a greater than 20% interest in ThaiBev; ThaiBev holds a 100% direct interest in IBHL; IBHL holds a 100% direct interest in IBIL; IBIL holds a greater than 20% interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FLCI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. GC therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (9) MM Group Limited ( MM ) holds a 100% direct interest in each of MMC, RM and GC; MMC, RM and GC collectively holds a greater than 20% interest in ThaiBev; ThaiBev holds a 100% direct interest in IBHL; IBHL holds a 100% direct interest in IBIL; IBIL holds a greater than 20% interest in FCL; 22

41 FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. MM therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (10) TCC Assets Limited ( TCCA ) holds a majority interest in FCL; FCL holds a 100% direct interest in each of the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. TCCA therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (11) Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi, each owns 50% of the issued and paid-up share capital of TCCA; TCCA holds a majority interest in FCL; FCL holds a 100% direct interest in the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. Charoen Sirivadhanabhakdi therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (12) Khunying Wanna Sirivadhanabhakdi and her spouse, Charoen Sirivadhanabhakdi, each owns 50% of the issued and paid-up share capital of TCCA; TCCA holds a majority interest in FCL; FCL holds a 100% direct interest in the REIT Manager, FHPL and FCLI; and The REIT Manager, FHPL and FCLI hold Stapled Securities in FHT. Khunying Wanna Sirivadhanabhakdi therefore has a deemed interest in the Stapled Securities in FHT in which FCL has an interest, by virtue of Section 4 of the SFA. (13) Each of Atinant Bijananda, Thapana Sirivadhanabhakdi, Wallapa Traisorat, Thapanee Techajareonvikul and Panote Sirivadhanabhakdi holds 20% of the issued share capital of TCCG; TCCG holds Stapled Securities in FHT. Each of Atinant Bijananda, Thapana Sirivadhanabhakdi, Wallapa Traisorat, Thapanee Techajareonvikul and Panote Sirivadhanabhakdi therefore has a deemed interest in the Stapled Securities in FHT in which TCCG has an interest, by virtue of Section 4 of the SFA. History of Issuance of Stapled Securities The table below sets out the Stapled Securities issued for cash or services within the 12 months immediately preceding the Latest Practicable Date. Date Number of Stapled Securities Issued 3 November 2015 An aggregate of 10,647,549 Stapled Securities were issued to the REIT Manager (as payment for its fees and for the MIT Manager s fees as nominated by the MIT Manager) and FHPL (as payment for its fees and for FHUK s fees as nominated by FHUK) as payment for 100.0% of the Base Fee and 100.0% of the Performance Fee at an issue price of S$ per Stapled Security for the period from 1 April 2015 to 30 June 2015 and S$ per Stapled Security for the period from 1 July 2015 to 30 September May 2016 An aggregate of 10,656,290 Stapled Securities were issued to FCLI (as nominated by the REIT Manager, the MIT Manager, FHPL and FHUK) as payment for 100.0% of the Base Fee and 100.0% of the Performance Fee and serviced residence management fees at an issue price of S$ per Stapled Security for the period from 1 October 2015 to 31 December 2015 and S$ per Stapled Security for the period from 1 January 2016 to 31 March June ,159,146 Stapled Securities were issued to the REIT Manager at an issue price of S$ per Stapled Security as payment of the acquisition fee for the acquisition of the property known as Maritim Hotel Dresden. 23

42 Price Range and Trading Volume of the Stapled Securities on the SGX-ST The highest and lowest closing prices and the average daily volume of Stapled Securities traded on the SGX-ST for the 12 calendar months immediately preceding the Latest Practicable Date and for the period commencing on 1 September 2016 to the Latest Practicable Date are as follows: Month Price Range (S$ per Stapled Security) Highest Lowest Average Daily Volume Traded Stapled Securities September ,690 October ,268 November ,260 December ,695 January ,280 February ,574 March ,691 April ,476 May ,124 June ,764 July ,450 August ,645 1 September 2016 to the Latest Practicable Date ,056 Source: Bloomberg L.P. has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by Bloomberg L.P. is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. INDEBTEDNESS Existing Borrowings As at the Latest Practicable Date, FH-REIT has total credit facilities of approximately S$ million (the Facilities ) comprising: (i) Up to S$615.0 million of unsecured term loan facilities ( the TLF ) comprising two tranches: (a) (b) Tranche A a three-year loan facility of up to S$115.0 million; and Tranche B a fi ve-year loan facility of up to S$500.0 million; (ii) (iii) (iv) (v) (vi) a three-year unsecured term loan facility of A$117.2 million ( AUD TLF ); a short-term uncommitted multi-currency loan facility of S$20.0 million; a short-term uncommitted revolving credit facility of MYR4.0 million; fi ve-year unsecured Japanese Yen-denominated bonds of 2.35 billion; and a fi ve-year secured fi xed rate senior medium term notes of MYR95.0 million (the Ringgit MTN Facility ). 24

43 The Ringgit MTN Facility is secured by The Westin Kuala Lumpur. Approximately S$ million of the Facilities were utilised as at the Latest Practicable Date. As at the Latest Practicable Date, the average cost of debt of FHT is 2.6% per annum and the interest for approximately % of the borrowings was fi xed. Multicurrency Debt Issuance Programme In January 2016, FH-REIT and FH-REIT Treasury Pte. Ltd. ( FH-REIT Treasury ), a wholly-owned subsidiary of FH-REIT (the Issuers and each an Issuer ) established a S$1.0 billion Multicurrency Debt Issuance Programme (the Programme ). Under the Programme, FH-REIT and its subsidiary, may from time to time issue euro medium term notes (the Notes ) or perpetual securities (the Perpetual Securities and, together with the Notes, the Securities ). The Perpetual Securities may rank as senior obligations or subordinated obligations of the relevant Issuer. Securities issued by FH-REIT Treasury will be guaranteed by the FH-REIT Trustee. Securities issued by the FH-REIT will not be guaranteed. Each series or tranche of Notes may be issued in various amounts and tenors, in Singapore dollars or any other currency, and may bear interest at fi xed, fl oating, hybrid or variable rates. The Notes and the coupons of all series shall constitute direct, unconditional, unsubordinated and unsecured obligations of the relevant Issuer ranking pari passu, without preference or priority among themselves, and pari passu with all other present and future unsecured obligation (other than subordinated obligations and priorities created by law) of the relevant Issuer. As at the Latest Practicable Date, FH-REIT had issued S$100.0 million fi xed rate subordinated perpetual securities pursuant to the Programme. 25

44 USE OF PROCEEDS OFFER PROCEEDS AND USE OF PROCEEDS The Rights Issue is intended to raise gross proceeds of approximately S$266.3 million. The net proceeds of the Rights Issue, being the gross proceeds of the Rights Issue less the estimated amount of underwriting and selling commissions as well as other fees and expenses (including professional fees and expenses) incurred in connection with the Rights Issue, is estimated to be approximately S$262.7 million. Of the net proceeds of approximately S$262.7 million that will be raised from the Rights Issue, (i) approximately S$253.4 of the net proceeds is being raised by FH-REIT for purposes of funding the Property Acquisition, working capital purposes and capital expenditure; and (ii) approximately S$9.3 million of the net proceeds is being raised by FH-BT for purposes of funding the Hotel Assets Acquisition and working capital purposes. For each dollar of the gross proceeds of approximately S$266.3 million that will be raised from the Rights Issue, the Managers intend to allocate the proceeds from the Rights Issue in the following manner: (i) approximately 96.2 cents (equivalent to approximately S$256.3 million) will be used to fi nance the Proposed Acquisitions and related costs, net of the estimated net liabilities to be assumed by the FH-BT Lessee under the Hotel Assets SPA which will be borne by the Vendor; (i i) approximately 1.4 cents (equivalent to approximately S$3.6 million) will be used to pay the estimated professional fees and expenses and other fees and expenses expected to be incurred in connection with the Rights Issue; and ( iii) approximately 2.4 cents (equivalent to approximately S$6.4 million) will be used for working capital and capital expenditure purposes. Notwithstanding their current intention, the Managers may, subject to relevant laws and regulations, use the net proceeds from the Rights Issue at their absolute discretion for other purposes, including funding other acquisitions and/or reducing FH-REIT s debt. Pending deployment of the net proceeds from the Rights Issue, the net proceeds may be deposited with banks and/or fi nancial institutions, or used to repay outstanding borrowings or used for any other purpose on a short-term or interim basis as the Managers may, in their absolute discretion, deem fi t. The Managers will make periodic announcements on the utilisation of the proceeds from the Rights Issue as and when such funds are materially utilised and provide a status report on the use of the proceeds from the Rights Issue in the annual reports of FHT. Where there is any material deviation from the stated use of proceeds, the Managers will announce the reasons for such deviation. Costs of the Rights Issue FHT will have to bear the following costs and expenses in relation to the Rights Issue: (i) (ii) underwriting and selling commission and related expenses of up to approximately S$1.6 million (excluding goods and service taxes payable) which the Managers will pay to the Joint Lead Managers and Underwriters upon completion of the Rights Issue together with any goods and service taxes payable thereon; and professional and other fees and expenses of S$1.7 million (excluding goods and service taxes payable) in connection with the Rights Issue. 26

45 ADDITIONAL DETAILS ON THE USE OF PROCEEDS The following sets out additional details on the use of proceeds if such proceeds are used to (i) acquire or refi nance the acquisition of an asset (other than in the ordinary course of business), (ii) acquire or refi nance the acquisition of a business and (iii) discharge, reduce or retire the indebtedness of FHT. Acquisition or Refinancing the Acquisition of an Asset (other than in the Ordinary Course of Business) None of the proceeds from the Rights Issue will be used to acquire or refi nance the acquisition of an asset other than in the ordinary course of business. The net proceeds from the Rights Issue will be used to fi nance the Proposed Acquisitions. If FHT does not proceed with the Proposed Acquisitions, the net proceeds from the Rights Issue will be applied towards repayment of FH-REIT s existing borrowings. Acquisition or Refinancing the Acquisition of a Business The Managers intend to utilise part of the proceeds from the Rights Issue to fund the Proposed Acquisitions, which includes funding the Net Hotel Assets Consideration of A$2.8 million (approximately S$2.9 million 1 ) payable by FH-BT (through the FH-BT Lessee) under the Hotel Assets SPA entered into on 9 September 2016 in connection with the Hotel Assets Acquisition. The Hotel Assets include the goodwill of the Hotel Business, the Liquor Licence, the business licences, the business intellectual property, the occupancy documents and the FF&E relating to the Hotel. The acquisition of the Hotel Assets, including the goodwill of the Hotel Business, is in connection with the appointment of the FH-BT Lessee as the master lessee of the Hotel and pursuant to the Hotel Assets SPA, the FH-BT Lessee will take on the employment and operating contracts in connection with the running of the Hotel Business located at the Hotel. Discharge, Reduction or Retirement of the Indebtedness of FHT In event that the Proposed Acquisitions are not completed, the Managers intend to apply the net proceeds from the Rights Issue towards the repayment of FHT s existing borrowings. Each such repayment would be announced by the Managers on SGXNET. The details of the indebtedness of FHT which the Managers may reduce in full or in part with the net proceeds from the Rights Issue (including the details of the maturity of such indebtedness and, in relation to indebtedness which FHT has incurred over the past 12 months, the uses to which the proceeds giving rise to such indebtedness were put) are set out in the table below. Indebtedness which may be reduced Usage Amount outstanding as at the Latest Practicable Date Maturity Date(s) Tranche A of the TLF Not applicable (1) S$115.0 million 14 July 2017 Tranche B of the TLF Not applicable (1) S$500.0 million 14 July 2019 AUD TLF Not applicable (1) A$117.2 million 7 July 2018 Short-term uncommitted mulit-currency loan facility Payment of deposit in relation to the Proposed Acquisitions S$14.2 million N.A. (2) Note: (1) Such indebtedness was not incurred by FHT in the 12 months prior to the Latest Practicable Date. (2) The drawdown from the short-term uncommitted multi-currency loan facility is on a monthly rollover basis. As at the Latest Practicable Date, the Managers have not identifi ed any other indebtedness of FHT which the Managers may reduce. 1 Based on an assumed exchange rate of A$1.00:S$

46 WORKING CAPITAL In the reasonable opinion of the REIT Manager and the Directors of the Trustee-Manager, after taking into consideration FHT s internal resources, its available loan facilities and the net proceeds of the Rights Issue, the working capital available to the Managers, as at the date of lodgement of this Offer Information Statement, is suffi cient to meet FHT s present requirements. CERTAIN DETAILS RELATING TO THE MANAGEMENT AND UNDERWRITING AGREEMENT The following sets out details of the commission payable to the Joint Lead Managers and Underwriters. Commission payable to the Joint Lead Managers and Underwriters Pursuant to the Management and Underwriting Agreement, the Joint Lead Managers and Underwriters will be entitled to an underwriting commission of up to 2.0% of the Issue Price multiplied by the total number of Rights Stapled Securities less the number of Rights Stapled Securities subscribed for pursuant to (i) the FCL Irrevocable Undertaking and (ii) the TCCG Irrevocable Undertaking. 28

47 INFORMATION RELATING TO THE PROPOSED ACQUISITIONS OVERVIEW OF THE PROPOSED ACQUISITIONS Information on the Hotel The Hotel Operator is an entity which is part of AccorHotels and operates the Melbourne Property under the Novotel brand. The Hotel is strategically located on Collins Street, in the heart of Melbourne s CBD. The Hotel comprises 10 fl oors above the retail complex, with an entrance on the ground fl oor and the lobby on the third fl oor. The Hotel utilises car park spaces located in 3 basement levels of a twelve-storey building located at Collins Street, Melbourne, diagonally opposite the Hotel. The table below sets out a summary of selected information on the Hotel as at the Latest Practicable Date: Location Land Tenure Approximate GFA (1) Number of Available Hotel Rooms Collins Street and Collins Street, Melbourne, Victoria, Australia Freehold Purchase Consideration (A$ million) Proposed Master Lessee Year Built 1992 Term of the Melbourne Master Lease Note: (1) Includes only the Hotel and not the Car Park. 20,860 sq m (224,535 sq ft) FH-BT Lessee 20 years (with an option to renew for an additional 20 years) Activation of FH-BT and the Melbourne Master Lease Agreement FHT is a Stapled Group comprising FH-REIT and FH-BT which is listed on the Main board of the SGX-ST. The FH-REIT Units and the FH-BT Units are stapled together under the terms of the Stapling Deed, and cannot be traded separately. As such, each holder of Stapled Securities will be a holder of FH-REIT Units and at the same time, FH-BT Units. FH-BT is currently dormant and it is intended that FH-BT will be activated to be the master lessee of the Hotel (through the FH-BT Lessee) pursuant to the Melbourne Master Lease Agreement upon completion of the Hotel Assets Acquisition. The Melbourne Master Lease Agreement has an initial term of 20 years commencing from the date of completion of the Hotel Assets Acquisition, with an option for the FH-BT Lessee to extend for an additional 20 years. On the date of the Property SPA Completion, the Melbourne Sub-Trustee will become the lessor under the Melbourne Master Lease Agreement and the Melbourne Master Lease Agreement will be an internal arrangement within the FHT stapled group. Upon the Property SPA Completion, the Melbourne Sub-Trustee will enter into a land owner s deed with the FH-BT Lessee and the Hotel Operator. The land owner s deed sets out certain obligations to be complied with by the lessor of the Melbourne Master Lease Agreement in the event of a termination of the Melbourne Master Lease Agreement or a sale or assignment of its interests in the Hotel. 29

48 DETAILS OF THE PROPOSED ACQUISITIONS Purchase Consideration and Valuation The Total Purchase Consideration payable to the Vendor in connection with the Proposed Acquisitions is A$237.0 million (approximately S$245.4 million 1 ). Taking into account the estimated amount of A$3.0 million (approximately S$3.1 million 1 ) to be borne by the Vendor, the Net Purchase Consideration payable by FHT is A$234.0 million (approximately S$242.3 million 1 ) and comprises: (i) (ii) A$231.2 million (approximately S$239.4 million) payable by FH-REIT (through the Melbourne Sub- T rustee) for the Melbourne Property under the Property SPA (the Property Consideration ); and A$2.8 million (approximately S$2.9 million) payable by FH-BT (through the FH-BT Lessee) for the Hotel Assets, including the Hotel Business, under the Hotel Assets SPA (the Net Hotel Assets Consideration ). The Total Purchase Consideration was negotiated on a willing-buyer and willing-seller basis and based on the independent valuation of the Melbourne Property and Hotel Assets by CBRE. CBRE has been appointed as the independent valuer to value the Melbourne Property and Hotel Assets for the REIT Manager and the REIT Trustee. The appraised value of the Melbourne Property (taking into account the Hotel Assets) as at 26 July 2016 determined by CBRE is A$239.0 million (approximately S$247.5 million), based on a combination of capitalisation rate, discounted cash fl ow and direct comparison approach valuation methods. Acquisition Fees An acquisition fee (the MIT Manager Acquisition Fee ) is payable to the MIT Manager for the Property Acquisition pursuant to the Investment Management Agreement, which amounts to approximately A$2.3 million (approximately S$2.4 million 1 ) (being 1.0% of the Property Consideration). An acquisition fee (the Trustee-Manager Acquisition Fee, and collectively with the MIT Manager Acquisition Fee, the Acquisition Fees ) is payable to the Trustee-Manager for the Hotel Assets Acquisition pursuant to the trust deed constituting FH-BT dated 20 June 2014, as supplemented by the fi rst supplemental deed dated 19 September 2016 (the FH-BT Trust Deed ), which amounts to A$0.03 million (approximately S$0.03 million 1 ) (being 1.0% of the Net Hotel Assets Consideration). The Managers have decided that the Acquisition Fees will be paid in the form of Stapled Securities. Estimated Total Acquisition Cost The estimated total cost of the Proposed Acquisitions (the Total Acquisition Cost ) is A$249.8 million (approximately S$258.7 million 1 ), comprising: (i) (ii) (iii) (iv) the Net Purchase Consideration of A$234.0 million (approximately S$242.3 million); the MIT Manager Acquisition Fee of A$2.3 million (approximately S$2.4 million) which is payable to the MIT Manager wholly in the form of Stapled Securities; the Trustee-Manager Acquisition Fee of A$0.03 million (approximately S$0.03 million) which is payable to the Trustee-Manager wholly in the form of Stapled Securities; and the estimated professional and other fees and expenses incurred or to be incurred by FHT in connection with the Proposed Acquisitions of A$13.5 million (approximately S$ million), including stamp duty of A$13.0 million (approximately S$13.5 million). Method of Financing The Managers intend to fi nance the Total Acquisition Cost (excluding the MIT Manager Acquisition Fee and the Trustee-Manager Acquisition Fee) with the net proceeds of the Rights Issue. The MIT Manager Acquisition Fee and the Trustee-Manager Acquisition Fee are intended to be paid in Stapled Securities. 1 Based on an assumed exchange rate of A$1.00:S$

49 PRINCIPAL TERMS OF THE PROPOSED ACQUISITIONS Certain principal terms of the Property SPA The Property SPA was entered into between the Melbourne Sub-Trustee and the Vendor on 9 September The terms and conditions of the Property SPA were negotiated on an arm s length basis. The Property SPA contains, inter alia, the following term and conditions: (i) (ii) FH-REIT (through the Melbourne Sub-Trustee) is required to pay a deposit of approximately A$23.1 million (approximately S$23.9 million 1 ) (the Property Deposit ) to the trust accounts of the Vendor s solicitors (the Escrow Agent ), to be held by the Escrow Agent as stakeholder on and subject to the terms of the Property SPA and an escrow agency deed to be entered into; and the Melbourne Sub-Trustee (as purchaser) acknowledges that the Vendor at its own cost, intends to implement a sub-division of the land on which the Hotel is situated (the Hotel Land ) and adjoining retail property (the Retail Land ) in accordance with a plan of sub-division as disclosed (the Boundary Reconfiguration Plan ) for purposes of accommodating changes to the boundaries of the Hotel Land, adjoining Retail Land and common property. The Melbourne Sub-Trustee agrees that it shall not make any claim against the Vendor in connection with the implementation of the Boundary Reconfi guration Plan in accordance with the terms of the Property SPA. If the Boundary Reconfi guration Plan has been lodged but has not been registered by the Vendor by the date of the Property SPA Completion, the Melbourne Sub-Trustee: (a) (b) may not delay the Property SPA Completion (and the Property SPA is not conditional on registration of the Boundary Reconfi guration Plan), provided that the Melbourne Sub-Trustee can (subject to stamping) lodge its registrable transfer of the Melbourne Property at the titles offi ce on the Property SPA Completion (and control of the title to the Hotel Land is given to the Melbourne Sub-Trustee for such purposes); must do everything reasonably necessary (including comply with any requisitions) to enable (I) the Boundary Reconfi guration Plan (as lodged) to be registered promptly; and (II) the Hotel Land to be wholly owned by the Melbourne Sub-Trustee and the Retail Land to be wholly owned by the current owner of the Retail Land (or any purchaser from the current owner), and the Vendor will offer all reasonable assistance to the Melbourne Sub-Trustee in this regard; and (c) if the Vendor is unable to satisfy the requirements under paragraph (a) above by the date that is 24 hours and 1 minute after completion of the Hotel Assets Acquisition (the Due Date ), either party may by notice in writing to the other party, extend the Due Date by a further 10 business days. Upon the Property SPA Completion, (i) the Property Consideration (less the Property Deposit) is payable by the Melbourne Sub-Trustee to the Vendor and (ii) the Property Deposit shall belong to the Vendor and interest thereon (after deduction of bank fees and charges) belongs to the Vendor and the Melbourne Sub-Trustee in equal shares. If the Property SPA is terminated or rescinded, interest on the Property Deposit (after deduction of bank fees and charges) belongs to (i) the Melbourne Sub-Trustee in full if completion does not occur for any reason (except due to the Melbourne Sub-Trustee s default); or (ii) the Vendor in full if completion does not occur because of the Melbourne Sub-Trustee s default. The Vendor may forfeit and retain the Property Deposit and any interest accrued on the Property Deposit if the Melbourne Sub-Trustee is in breach of any of its obligations under the Property SPA or if it repudiates the Property SPA. If the Vendor is in breach of any of its obligations under the Property SPA or if it repudiates the Property SPA, FH-REIT (through the Melbourne Sub-Trustee) may seek a full refund of the Property Deposit and any interest accrued on the Property Deposit. The Property SPA and Hotel Assets SPA are inter-dependent. If the Hotel Assets SPA is rescinded or terminated for any reason, the Property SPA will also be rescinded or terminated (as applicable). If such rescission or termination is due to the FH-BT Lessee s default under the Hotel Assets SPA, the Property SPA will also be deemed to be terminated due to the Melbourne Sub-Trustee s default. 1 Based on an assumed exchange rate of A$1.00:S$

50 Certain principal terms of the Hotel Assets SPA The Hotel Assets SPA was entered into between the FH-BT Lessee and the Vendor on 9 September The terms and conditions of the Hotel Assets SPA were negotiated on an arm s length basis. Pursuant to the Hotel Assets SPA, the Hotel Assets, comprising among others, the goodwill of the Hotel Business, the Liquor Licence (as defi ned herein), the business licences, the business intellectual property, the occupancy documents and the FF&E relating to the Hotel will be acquired by the FH-BT Lessee. The principal terms of the Hotel Assets SPA include, among others, the following conditions precedent: (i) (ii) the grant of conditional pre-approval by the Victorian Commission for Gambling and Liquor Regulation (the Victorian Gambling and Liquor Commission ) to the transfer of the Late Night (General) Licence No issued under the Liquor Control Reform Act 1998 (Vic) (the Victorian Liquor Act ) (the Liquor Licence ) from the Vendor to the FH-BT Lessee (provided such conditions are reasonable and able to be satisfi ed); and the Victorian Gambling and Liquor Commission granting its consent in accordance with the Victorian Liquor Act to the Hotel Operator carrying on a business of supplying liquor on the licensed premises (as referred to in the Liquor Licence). Pursuant to the Hotel Assets SPA, the FH-BT Lessee will take on the employment and operating contracts in connection with the running of the Hotel Business located at the Hotel, including the Hotel Management Agreement (which is to be amended) and ancillary agreements. In addition, the Hotel Assets SPA contains, inter alia, the following term and condition, being that the FH-BT Lessee is required to pay a deposit of approximately A$0.6 million (approximately S$0.6 million 1 ) (the Hotel Assets Deposit ) to the trust accounts of the Escrow Agent, to be held by the Escrow Agent as stakeholder on and subject to the terms of the Hotel Assets SPA and an escrow agency deed to be entered into. Upon completion, (i) the Gross Hotel Assets Consideration (less the Hotel Assets Deposit) is payable by the FH-BT Lessee to the Vendor and (ii) the Hotel Assets Deposit shall belong to the Vendor and interest thereon (after deduction of bank fees and charges) belongs to the Vendor and the FH-BT Lessee in equal shares. If the Hotel Assets SPA is terminated or rescinded, interest on the Hotel Assets Deposit (after deduction of bank fees and charges) belongs to (i) the FH-BT Lessee in full if completion does not occur for any reason (except due to the FH-BT Lessee s default); or (ii) the Vendor in full if completion does not occur because of the FH-BT Lessee s default. The Vendor may forfeit and retain the Hotel Assets Deposit and any interest accrued on the Hotel Assets Deposit if the FH-BT Lessee is in breach of any of its obligations under the Hotel Assets SPA or if it repudiates the Hotel Assets SPA. If the Vendor is in breach of any of its obligations under the Hotel Assets SPA or if it repudiates the Hotel Assets SPA, FH-BT (through the FH-BT Lessee) may seek a full refund of the Hotel Assets Deposit and any interest accrued on the Hotel Assets Deposit. As stated above, the Property SPA and Hotel Assets SPA are inter-dependent. If the Property SPA is rescinded or terminated for any reason, the Hotel Assets SPA will also be rescinded or terminated (as applicable). If such rescission or termination is due to the Melbourne Sub-Trustee s default under the Property SPA, the Hotel Assets SPA will also be deemed to be terminated due to the FH-BT Lessee s default. No Objections Notification obtained from FIRB Prior to the execution of the Property SPA and Hotel Assets SPA, FHT has already received a no objection letter dated 18 August 2016 in respect of the Proposed Acquisitions from the Foreign Investment Review Board ( FIRB ) under the Foreign Acquisitions and Takeovers Act 1975 (Cth) of Australia ( FATA ). The no objection letter is subject to standard tax conditions imposed by FIRB. 1 Based on an assumed exchange rate of A$1.00:S$

51 Certain principal terms of the Amended Hotel Management Agreement On the date of completion of the Hotel Assets Acquisition and the commencement of the Melbourne Master Lease Agreement, the Hotel Management Agreement, including the rights and obligations thereunder, will be novated to the FH-BT Lessee. The FH-BT Lessee and Hotel Operator have also entered into an amending deed to amend certain terms of the Hotel Management Agreement. The principal terms of the Amended Hotel Management Agreement include, among others, the following: (a) (b) (c) (d) the Hotel Operator is appointed as the exclusive operator of the Hotel to manage and operate the Hotel in a proper and business-like manner subject to the terms and conditions of the Hotel Management Agreement; the hotel management and operation services to be provided by the Hotel Operator include collection of charges, rents and other amounts due, sales and marketing services, hiring, training, supervision and termination of employees and providing maintenance and repair; the term of the Amended Hotel Management Agreement is for a period of twenty years commencing from the date of completion of the Property Acquisition; and the Hotel Operator is entitled to a management fee of an agreed per cent. of the gross operating profi t for each operating year. 1 The FH-BT Lessee is also responsible for other costs and expenses of maintaining, operating and supervising the operation of the Hotel which are typical in hotel management agreements, such as centralised services charges and reservation fees, which are payable to the Hotel Operator and/or its affi liates. The FH-BT Lessee is responsible for any capital expenditure including FF&E. 1 The Managers are not able to disclose the amount of fees payable to the Hotel Operator as the Managers were not able to obtain approval from the Hotel Operator for such information to be disclosed in the Offer Information Statement due to confi dentiality obligations under the Amended Hotel Management Agreement. The Managers believe that the fee structure is commercially fair and reasonable. In any case, the Managers are of the view that these are not material expenses of FHT, taken as a whole. 33

52 OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section should be read together with the selected fi nancial data from the FHT Financial Statements which are set out in Appendix A. Such selected fi nancial data should be read together with the relevant notes to the Audited Financial Statements, where applicable, which are available on the website of FHT at and are also available for inspection during normal business hours at the registered offi ce of the Managers at 438 Alexandra Road #21-00, Singapore , from the date of this Offer Information Statement up to and including the date falling six months after the date of this Offer Information Statement 1. The information contained in the website of FHT does not constitute part of this Offer Information Statement. STATEMENTS OF TOTAL RETURN AND DISTRIBUTION STATEMENTS Selected fi nancial data from the 2015 Audited Financial Statements and the YTD 9M2016 Unaudited Financial Statements, including the line items in the statements of total return and distribution statements of FHT, is set out in Appendix A. Financial data relating to (i) DPS, (ii) earnings per Stapled Security, (iii) DPS after adjustment for the bonus element in the Rights Stapled Securities, and (iv) earnings per Stapled Security after adjustment for the bonus element in the Rights Stapled Securities, is also set out in Appendix A. Such selected fi nancial data should be read together with the relevant notes to the FHT Financial Statements where applicable. STATEMENTS OF FINANCIAL POSITION AND STATEMENTS OF CASH FLOWS Selected fi nancial data from the 2015 Audited Financial Statements and the YTD 9M2016 Unaudited Financial Statements, including the line items in the statements of fi nancial position and statements of cash fl ows of FHT, NAV per Stapled Security is also set out in Appendix A. Such selected fi nancial data should be read together with the relevant notes to the FHT Financial Statements where applicable. LIQUIDITY AND CAPITAL RESOURCES Selected fi nancial data from the 2015 Audited Financial Statements and the YTD 9M2016 Unaudited Financial Statements are set out in Appendix A. Such selected fi nancial data and information should be read together with the relevant notes to the FHT Financial Statements where applicable. FY2015 During FY2015, being the fi nancial period from the Listing Date to 30 September 2015, the cash generated from operations was S$111.5 million. The total cash used in investing activities was S$1,917.5 million wherein cash used for acquisition of investment properties was S$1,758.9 million. Net cash generated from fi nancing activities was S$1,857.9 million. Issuance of new Stapled Securities in connection with the initial public offering of FHT ( IPO ) added cash of S$1,049.5 million. The 2015 Private Placement provided further cash proceeds of S$123.0 million. FHT secured several borrowings during the period including the Ringgit M TN Facility of MYR95.0 million, Japanese Yen-denominated bonds of JPY2.35 billion, the TLF of S$615.0 million and the AUD TLF of A$117.2 million. The total proceeds from borrowings, net of debt upfront costs, were S$841.2 million. The distributions paid to Stapled Securityholders amounted to S$71.0 million. Cash and cash equivalents at the end of the fi nancial period was S$52.3 million. In addition, FHT had uncommitted multi-currency short-term loan facility of S$20.0 million and uncommitted short-term revolving credit facility of MYR4.0 million which remained unutilised. 1 Prior appointment with the Managers will be appreciated. 34

53 YTD 9M2016 During YTD 9M2016, being the fi nancial period under review from 1 October 2015 to 30 June 2016, the cash generated from the operations was approximately S$78.1 million. The total cash used in investing activities was approximately S$101.3 million wherein cash used for acquisition of investment properties was S$93.4 million. Net cash generated from fi nancing activities was approximately S$ million. FH-REIT and FH-REIT Treasury had established the S$1.0 billion Multicurrency Debt Issuance Programme during YTD 9M2016. S$100.0 million of Perpetual Securities were issued pursuant to the Programme. The total proceeds from borrowings, net of debt upfront costs, were S$1.1 million. The distributions paid for YTD 9M2016 to Stapled Securityholders amount ed to S$63.1 million. Cash and cash equivalents at the end of the fi nancial period was approximately S$51.1 million. FHT had drawn down S$1.1 million from its uncommitted multi-currency short-term loan facility of S$20.0 million, with S$18. 9 million from this short-term loan facility remaining unutilised. In addition, FHT had an uncommitted short-term revolving credit facility of MYR4.0 million which remained unutilised. FINANCIAL REVIEW The following sets out the management s discussion and analysis on signifi cant factors, including any unusual or infrequent event or new development, which materially affected amount available for distribution to Stapled Securityholders after tax, including signifi cant components of revenue or expenditure relating to distribution to Stapled Securityholders after tax for the fi nancial periods referred to below. Management s Discussion and Analysis of Financial Condition and Results of Operations FY2015 During FY2015, being the fi nancial period from the Listing Date to 30 September 2015, Gross Revenue and Net Property Income performed largely in line with the FY2015 F orecast 1 at S$128.7 million and S$105.7 million respectively. DPS of 7.56 Singapore cents exceeded the FY2015 Forecast by 2.6% on the back of an increase in Distributable Income 2 of 1.2% to S$93.7 million. For FY2015, Japan, Australia and the UK properties turned in strong performance which balanced the softer Singapore and Kuala Lumpur markets. The Singapore property portfolio registered lower Gross Revenue and Net Property Income of 6.2% and 6.1% respectively compared to the FY2015 Forecast. During FY2015, Fraser Suites Singapore faced headwinds with the weak rental market amid increased competition from new accommodation supply. Due to the rescheduling of the asset enhancement project, InterContinental Singapore experienced more out of inventory rooms than previously budgeted during FY2015. Gross Revenue and Net Property Income of The Westin Kuala Lumpur dipped 17.3% and 19.5% respectively compared to its forecast. Since the aviation incidents, the Kuala Lumpur market continued to face resistance as a result of a slower economy, softer consumer spending and weaker corporate travel demand with a lacklustre oil & gas market. With national carrier Malaysia Airlines reduction of international long haul fl ights to and from the country, occupancy contracted across Kuala Lumpur. Introduction of Goods and Services Tax in April 2015, increasing supply of hotels in Kuala Lumpur and the continued political uncertainty also weighed negatively on the Kuala Lumpur hospitality market. 1 The FY2015 Forecast refers to the Profi t Forecast and Profi t Projection set out in the Prospectus, as amended and supplemented by the Profi t Forecast set out in the circular of FHT dated 9 June 2015 (the Circular ). The forecast fi gures in the FY2015 Forecast are subject to the basis and assumptions set out in the Prospectus and Circular respectively. Further information on the FY2015 Forecast, including the accompanying assumptions to the forecast fi gures, can be found in: (a) (in respect of the Profi t Forecast and Profi t Projection set out in the Prospectus) pages 201 to 219 of the Prospectus, which should be read together with the independent reporting auditor s report on the Profi t Forecast and Profi t Projection in Appendix A of the Prospectus; and (b) (in respect of the Profi t Forecast set out in the Circular) Appendix B of the Circular, which should be read together with the independent accountants report on the Profi t Forecast in Appendix C of the Circular. Such forecast fi gures are for illustrative purpose only and should not be construed as a representation or a forecast of the performance or result of FHT. 2 Distributable Income means the amount calculated by the Managers as representing the consolidated total return after tax as adjusted to eliminate the effects of Adjustments. 35

54 The strong performance of the Japan property contributed to its Gross Revenue and Net Property Income growth of 12.3% and 13.6% respectively compared to the FY2015 Forecast. The high occupancies and revenue were mainly attributable to the peak travel months of October and November in 2014 as well as May and August in During FY2015, increased revenue from a full conference calendar in Japan also contributed to the higher revenue. Australia properties, including the Sofi tel Sydney Wentworth which was acquired in July 2015, achieved stellar performance that exceeded forecast 1 by 16.0% and 20.4% for Gross Revenue and Net Property Income respectively for FY2015. During the reporting period, international leisure and corporate tourist arrivals to Sydney saw strong growth while domestic travel remained robust with the weakening Australian dollar. The UK Properties (as defi ned herein) recorded a strong performance with strong occupancies in FY2015 and gained further traction in the corporate business segment. Overall Gross Revenue and Net Property Income exceeded the FY2015 Forecast by 7.5% and 12.3% respectively. YTD 9M2016 (1 October 2015 to 30 June 2016) During YTD 9M2016, being the fi nancial period under review from 1 October 2015 to 30 June 2016, Gross Revenue increased 20.6% year-on-year to S$90.2 million while Net Property Income rose 24.5% to S$75.6 million compared to the corresponding fi nancial period from 1 October 2014 to 30 June Distributable Income attributable to Stapled Securityholders grew 15.2% year-on-year to S$63.0 million while DPS registered a moderate growth of 0.4% to 4.56 cents. For YTD 9M2016, the Australia portfolio achieved Gross Operating Revenue ( GOR ) and Gross Operating Profi t ( GOP ) growth of 156.1% and 131.5% respectively due mainly to the addition of Sofi tel Sydney Wentworth. The portfolio continued to record a resilient performance with occupancy at more than 90% during YTD 9M2016. GOR and GOP of the Singapore portfolio registered year-on-year decline of 5.0% and 9.0% respectively, compared to 9M FY2015. This was due to the performance of InterContinental Singapore being affected by the renovation works which was completed in February The UK Properties recorded a drop in GOR and GOP of 5.1% and 8.8% year-on-year respectively due to the various events that occurred during this period, including the Paris and Brussels incidents as well as concerns arising from the United Kingdom s intention to withdraw from the European Union, as a result of a referendum held in June 2016 ( Brexit ). The Japan property continued to register healthy year-on-year growth of 6.5% and 13.5% in GOR and GOP respectively for YTD 9M2016. The better performance was attributed to the continued fl ow-over traffi c from Osaka. For YTD 9M2016, GOR of The Westin Kuala Lumpur declined 0.4% while GOP recorded a moderate growth of 0.5% year-on-year as a result of better control of expenses. Working Capital FHT s internal resources and its available loan facilities have been suffi cient for its working capital requirements for FY2015 and YTD 9M As per the FY2015 Forecast. 36

55 BUSINESS PROSPECTS AND TREND INFORMATION Business and Financial Prospects of FHT For the fi rst seven months of 2016, Tourism Australia reported an 12% growth in international arrivals year-on-year and Chinese visitors remained the top source market, growing 22.2% compared to the same period last year. In Sydney, hotels have maintained high occupancy and demand is expected to stay healthy throughout the year, supported by both corporates as well as a busy events calendar 1. There is a considerable supply of new rooms which is due to enter the market within the next 9 to 21 months period. However, it is also anticipated that the room demand, which will be generated from existing infrastructure developments such as the Sydney International Convention Centre and the Barangaroo urban development project, should be able to absorb the incoming new supply of rooms 1. For January to July 2016, the Singapore Tourism Board reported a 11.5 % increase in tourist arrivals, fuelled in part by a surge in arrivals of Chinese and Indonesian visitors. There is also an ongoing pipeline of events including Safety & Security Asia 2016, SITCE 2016, ITB Asia 2016 and International Conference on Biomedical Engineering However, the supply of new rooms, a slowing Chinese economy and increasing regional competition is anticipated to continue weighing on the Singapore hospitality sector. In Britain, inbound visitors were up 2% for the period January to June 2016 as compared to the same period year-on-year 2. As Brexit is expected to be a long and complicated process, the uncertainty it brings would have an impact on the UK economy and business sentiment. This could in turn affect demand for corporate travel. On the other hand, a weaker GBP against other currencies could boost tourist fl ows to the UK. For Edinburgh and Glasgow, the outlook is expected to remain positive as demand for travel continues to rise, supported by growth in passenger numbers into the airports of both Scottish cities 3. The Japan National Tourism Organization reported a 2 6.7% rise in the number of foreign visitors for the fi rst seven months of It also reported that Chinese visitors continued to constitute the largest group of visitors (by nationality) and registered the highest year-on-year growth of 38.2%. With a stronger Japanese Yen and economic uncertainty in China, growth in inbound tourists is expected to continue but at a more moderate pace 4. 1 JLL, Asia Pacifi c Property Digest, Q JLL has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by JLL is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 2 See Visit Britain. Visit Britain has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant article published by Visit Britain is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 3 See The Hotel Owners Journal. The Hotel Owners Journal has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant article published by The Hotel Owners Journal is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 4 See Savills, Savills Spotlight: Japan Hospitality, April Savills has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by Savills is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 37

56 Tourist arrivals in Malaysia grew 3.7% in the fi rst six months of Continuing the upward trend from, 2015, visitors from China increased by 32.1% year-on-year, affi rming the positive effects of the government s e-visa programme and the joint campaign between Tourism Malaysia and major travel agents in China to promote tour packages to Malaysia 2. With MYR 1.2 billion being allocated to the Tourism and Culture Ministry, the government is sticking to its target of 30.5 million tourists and MYR 103 billion tourist receipts for The Federal Statistical Offi ce of Germany reported 15 million overnights by international travellers for January to March 2016, which is an increase of 7% year-on-year. Dresden, one of the major hosts for conferences and trade fairs in Germany, continues to enjoy a strong pipeline of events including Lab- Supply Dresden, Bauen Kaufen Wohnen (exhibition for real estate and construction) and Naturopathic and Pharmaceutic Industrial Exhibition. 1 See The Edge Financial Daily Malaysia sees return of China tourists in droves, 30 August The Edge Financial Daily has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by The Edge Financial Daily is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 2 See Tourism Malaysia, Media Releases: Rebound in Chinese arrivals to Malaysia, 20 April Tourism Malaysia has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by Tourism Malaysia is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 3 STR Asia, Pacifi c Quarterly Update 2016 Q1 Country Spotlight: Malaysia. STR Asia has not provided its consent, for purposes of Section 249 of the SFA (read with Sections 302 and 305B of the SFA) and Sections 282I and 282ZB of the SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not liable for such information under Sections 253 and 254 of the SFA (both read with Sections 302 and 305B of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure that the information from the relevant report published by STR Asia is reproduced in its proper form and context, and that the information is extracted accurately and fairly from such report, none of the Managers, the Joint Lead Managers and Underwriters or any other party has conducted an independent review of the information contained in such report or verifi ed the accuracy of the contents of the relevant information. 38

57 PRO FORMA FINANCIAL INFORMATION Pro Forma Financial Effects of the Proposed Acquisitions FOR ILLUSTRATIVE PURPOSE ONLY: The pro forma fi nancial effects of the Rights Issue, Proposed Acquisitions and Melbourne Master Lease Agreement (collectively, the Transaction ) on the DPS, the NAV per Stapled Security, and the capitalisation of FHT presented below are strictly for illustrative purposes and were prepared based on the 2015 Audited Financial Statements as well as the following assumptions: (i) (ii) (iii) (iv) (v) the Net Purchase Consideration is A$234.0 million (approximately S$242.3 million); 441,549,281 Rights Stapled Securities are issued at an Issue Price of S$0.603 per Rights Stapled Security; the MIT Manager Acquisition Fee of A$2.3 million (approximately S$2.4 million) is payable to the MIT Manager wholly in the form of Stapled Securities; the Trustee-Manager Acquisition Fee of A$0.03 million (approximately S$0.03 million) is payable to the Trustee-Manager wholly in the form of Stapled Securities; the estimated professional and other fees and expenses incurred or to be incurred by FHT in connection with the Proposed Acquisitions is A$13.5 million (approximately S$1 4.0 million), inclusive of stamp duty payable of A$13.0 million (approximately S$13.5 million); and (vi) the foreign exchange rate applied for the Total Acquisition Cost is assumed as A$1:S$ Pro Forma DPS FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma fi nancial effects of the Transaction on FHT s DPS for FY2015, as if the Transaction were completed on the Listing Date and FHT had held the Hotel and Hotel Assets through to 30 September 2015, are as follows: FY2015 Audited Financial Statements Pro Forma Financial Effects for FY2015 After the Maritim Acquisition (1) only After the Transaction only After the Maritim Acquisition and the Transaction Amount available for distribution (2) (S$ 000) 93, , , ,092.2 Stapled Securities in issue and to be issued ( 000) 1,368, ,369,812.1 (3) 1,815,000.1 (4) 1,816,786.1 (5) DPS (cents) DPS yield (%) 7.9 (6) 7.9 (6) 6.9 (7) 7.0 (7) DPS yield (%) based on Issue Price N.A. N.A Notes: (1) Maritim Acquisition refers to the acquisition by FH-REIT of the hospitality asset known as Maritim Hotel Dresden, located in Germany, which was completed on 15 June (2) The distribution for FHT represents the aggregate of distributions by FH-REIT and FH-BT. (3) Based on the number of Stapled Securities in issue and to be issued as at 30 September 2015 and adjusted to include approximately 1.8 million new Stapled Securities issued to the REIT Manager as payment for the REIT Manager Acquisition Fee and the REIT Manager s base and performance fee in relation to the Maritim Acquisition. 39

58 (4) Based on the number of Stapled Securities in issue and to be issued as at 30 September 2015 and adjusted to include (i) approximately million Rights Stapled Securities, (ii) approximately 3.3 million new Stapled Securities issued to the MIT Manager as payment for the MIT Manager Acquisition Fee and to the Trustee-Manager as payment for the Trustee-Manager Acquisition Fee in relation to the Transaction; and (iii) approximately 2.2 million new Stapled Securities that are issuable to the REIT Manager s base and performance fees, MIT Manager s base and performance fees, and Trustee-Manager s management base and performance fees. (5) Based on the number of Stapled Securities in issue and to be issued as at 30 September 2015 and adjusted to include new Stapled Securities issued in relation to the Maritim Acquisition and the Transaction. (6) Based on Closing Price of S$0.790 per Stapled Security. (7) Based on TERP of S$0.745 per Stapled Security. Pro Forma NAV per Stapled Security FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma fi nancial effects of the Transaction on the NAV per Stapled Security as at 30 September 2015, as if the Transaction were completed on that date, are as follows: FY2015 Audited Financial Statements Pro Forma Financial Effects as at 30 September 2015 After the Maritim Acquisition only After the Transaction only After the Maritim Acquisition and the Transaction NAV (S$ 000) 1,172, ,164, ,421, ,413,939.8 Stapled Securities issued ( 000) 1,357, ,358,626.0 (1) 1,802,182.0 (2) 1,803,429.5 (3) NAV per Stapled Security (cents) Notes: (1) Based on the number of Stapled Securities in issue as at 30 September 2015 and adjusted to include approximately 1.2 million new Stapled Securities issued to the REIT Manager as payment for the REIT Manager Acquisition Fee in relation to the Maritim Acquisition. (2) Based on the number of Stapled Securities in issue as at 30 September 2015, and adjusted to include (i) approximately million Rights Stapled Securities, and (ii) approximately 3.3 million new Stapled Securities issued to the MIT Manager as payment of the MIT Manager Acquisition Fee and to the Trustee-Manager as payment for the Trustee-Manager Acquisition Fee in relation to the Transaction (as defi ned herein). (3) Based on the number of Stapled Securities in issue as at 30 September 2015, and adjusted to include new Stapled Securities issued in relation to the Maritim Acquisition and the Transaction. Pro Forma Capitalisation FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma fi nancial effects of the Transaction on the capitalisation of FHT as at 30 September 2015, as if the Transaction were completed on that date, are as follows: (in S$ 000) FY2015 Audited Financial Statements Pro Forma Financial Effects as at 30 September 2015 After the Maritim Acquisition only After the Transaction only After the Maritim Acquisition and the Transaction Long-term debt (1) : Secured 30, , , ,881.8 Unsecured 754, , , ,121.6 Total debt 785, , , ,003.4 Stapled Securityholders funds 1,172, ,164, ,421, ,413,939.8 Total capitalisation 1,957, ,949, ,206, ,198,943.2 Note: (1) Stated net of unamortised transaction costs. 40

59 PROFIT FORECAST Statements contained in this section which are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in Appendix B of this Offer Information Statement and are subject to certain risk and uncertainties which could cause actual results to differ materially from those projected. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by the Managers or any other person nor that these results will be achieved or are likely to be achieved. The following tables should be read together with the Profi t Forecast (as defi ned herein) set out in Appendix B of this Offer Information Statement and the Independent Accountants Report on the Profi t Forecast in Appendix C of this Offer Information Statement. The Profi t Forecast assumes that FHT proceeds with and completes the Rights Issue and the Proposed Acquisitions, among other important assumptions, such as the success of FHT s business strategy. If FHT does not proceed with the Rights Issue or the Proposed Acquisitions or if its business strategy is unsuccessful, actual results may differ from the information as shown in the tables below and in the Profi t Forecast in Appendix B of this Offer Information Statement. Your attention is drawn to the developments and uncertainties affecting FHT s business that are discussed throughout this document. In addition, your attention is drawn to the assumptions set forth in Appendix B of this Offer Information Statement for a discussion of the various assumptions on which the Profi t Forecast are based and the section titled Risk Factors of this Offer Information Statement for a discussion of various factors that could materially affect FHT s fi nancial condition, results of operations, business and prospects. None of FHT, FH-REIT, FH-BT and/or their subsidiaries, the Managers, the REIT Trustee or the Joint Lead Managers and Underwriters guarantees the performance of FHT, FH-REIT, and/or FH-BT, the repayment of capital or the payment of any distributions, or any particular return on the Stapled Securities or the Rights Stapled Securities. Amongst other assumptions in Appendix B of this Offer Information Statement, the forecast DPS yield stated in this section is calculated based on (a) the Issue Price of S$0.603 per Rights Stapled Security and TERP of S$0.745 per Stapled Security, (b) the assumption that the issue date of the Rights Stapled Securities is 17 October 2016, and (c) (in respect of the forecast DPS for the Enlarged Portfolio 1 ) the assumption that the Proposed Acquisitions are completed on 31 October Such forecast DPS yield may vary accordingly (i) if among other factors, the issue date of the Rights Stapled Securities is after 17 October 2016 or if completion of the Proposed Acquisitions is before or after 31 October 2016 and (ii) for investors who purchase Stapled Securities in the secondary market at a market price that differs from the TERP of S$0.745 per Stapled Security. The forecast yields presented below are strictly for illustrative purposes only and are not necessarily indicative of the future or likely performance of FHT. The following table sets out FHT s forecast statement of total return for the period from 1 October 2016 to 31 December 2016 (the Forecast Period ) for the Existing Portfolio and the Enlarged Portfolio (the Profit Forecast ), which has been prepared in accordance with the accounting policies adopted by FHT in the 2015 Audited Financial Statements. The Profi t Forecast has been examined by the Independent Accountants and should be read together with their report contained in Appendix C of this Offer Information Statement as well as the assumptions and sensitivity analysis set out in Appendix B. The Profi t Forecast for the Enlarged Portfolio has been prepared assuming the following assumptions: (a) the Total Acquisition Cost and working capital for the Proposed Acquisitions are funded through: (i) issuance of 441,549,281 Rights Stapled Securities on the basis of 32 Rights Stapled Securities for every 100 existing Stapled Securities at the Issue Price of S$0.603; and 1 Enlarged Portfolio means the enlarged portfolio of properties to be comprised in FH-REIT s portfolio following the completion of the Proposed Acquisitions, being those properties in its Existing Portfolio and the Melbourne Property (and Hotel Assets). 41

60 (ii) issuance of approximately 3.3 million new Stapled Securities as satisfaction of the MIT Manager Acquisition Fee of A$2.3 million (approximately S$2.4 million) and Trustee-Manager Acquisition Fee of A$0.03 million (approximately S$0.03 million). (b) (c) (unless otherwise stated) the Proposed Acquisitions are completed on 31 October The profi t forecast of the Enlarged Portfolio comprises the Existing Portfolio s forecast for the entire Forecast Period and the forecast from the Proposed Acquisitions for the period from 1 November 2016 to 31 December 2016; and the REIT Manager s management fees, MIT Manager s management fees, property management fees, Trustee-Manager s management fees for the Forecast Period are assumed to be 100% payable in Stapled Securities at TERP of S$0.745 per Stapled Security and will be paid in May FHT S FORECAST STATEMENT OF TOTAL RETURN Forecast Period (1 October 2016 to 31 December 2016) Existing Portfolio S$ 000 Enlarged Portfolio S$ 000 Gross revenue 32, , Less: Property operating expenses (4,753.0) ( 8, ) Net property income 27, , Depreciation (1, ) Acquisition fee paid in Stapled Securities (2, ) REIT Manager s management fees ( 2, ) ( 2, ) Trustee-Manager s management fees ( 7. 9) Other management fees (812.7) (1, ) Trustee s fees (115.5) ( ) Other trust expenses ( ) (1, ) Non-capitalisable expenses in relation to the Proposed Acquisitions and (14, ) Rights Issue Finance costs, net (5,113.9) (5,131.9) Total return before tax 18, , Taxation (1,312.3) (1, ) Total return after tax 17, Add: Non-tax deductible items and other adjustments 4, ,302.6 Income available for distribution 21, ,219.1 Income available for distribution attributable to: - Stapled Securityholders 20, , Perpetual Securities holders 1, , , ,219.1 Number of Stapled Securities in issue and issuable at end of period ( 000) 1,395, (1) 1, 841, (2) Forecast Distribution per Stapled Security ( DPS ) (cents) Closing Price (cents) 79.0 Issue Price (cents) 60.3 TERP (cents) 74.5 Normalised forecast DPS (cents) (4) Illustrative annualised distribution yield (%) (3) 7.5% 7. 0 % (4) 42

61 Notes: (1) The number of Stapled Securities issued and issuable at the end of the Forecast Period includes (i) the estimated number of Stapled Securities of 1,390.4 million Stapled Securities outstanding as at 30 September 2016, (ii) the 1.7 million new Stapled Securities to be issued to satisfy the payment of property management fees payable to FHPL and FHUK, and (iii) the 3.7 million new Stapled Securities to be issued to satisfy the payment of the REIT Manager s base and performance fees and the MIT Manager s base and performance fees. (2) The number of Stapled Securities issued and issuable at the end of the Forecast Period includes: (i) the estimated number of Stapled Securities of 1,390.4 million Stapled Securities outstanding as at 30 September 2016, (ii) approximately million Rights Stapled Securities issued at the Issue Price, (iii) the 3.3 million new Stapled Securities issued at TERP to satisfy the acquisition fees payable to the MIT Manager and Trustee-Manager, (iv) the 1.8 million new Stapled Securities that are issuable at TERP to satisfy the payment for the property management fees payable to FHPL and FHUK, and (v) the 4.2 million new Stapled Securities that are issuable at TERP to satisfy the payment of the REIT Manager s base and performance fees, the MIT Manager s base and performance fees, and the Trustee-Manager s base and performance fees. (3) The months of October to December used in the Profi t Forecast are seasonally stronger for the Existing Portfolio and the Proposed Acquisitions. As such, the annuali sed distribution yield is for illustrative purposes only. (4) Assumes that the Proposed Acquisitions are completed on 1 October 2016, so as to illustrate the normalised forecast DPS. Please note that the assumed completion date of 1 October 2016 is strictly for illustrative purposes solely for the purpose of illustrating the normalised forecast DPS and normalised annualised distribution yield. The forecast DPS of the Existing Portfolio would be cents assuming the net proceeds raised from the Rights Issue were used for the repayment of loans on 1 October 2016 to reduce the interest expense during the Forecast Period (excluding any gains or losses that may result from an unwinding of existing interest rate swap contracts or cross currency swap contracts relating to the repayment of loans). 43

62 RISK FACTORS The risks described below should be carefully considered before making an investment decision in relation to the Rights Entitlements, the Rights Stapled Securities or the Stapled Securities. The risks described below are not the only ones relevant to FHT, FH-REIT, FH-BT, the Managers, the REIT Trustee, the Rights Entitlements, the Rights Stapled Securities or the Stapled Securities. These risk factors are not intended to be exhaustive and, in particular, are not intended to repeat the risk factors set out in the Prospectus in connection with the listing of FHT on the Mainboard of the SGX-ST, certain of which may continue to be applicable to FHT. Details of the risk factors relating to the Existing Portfolio which continue to be applicable to FHT can be found in the Prospectus. Additional risks not described below or not presently known to the Managers and/or the REIT Trustee or that it/they currently deem(s) immaterial may also impair the business operations of FHT. The business, fi nancial condition or results of operations of FHT could be materially and adversely affected by any of these risks. RISKS RELATING TO THE PROPERTIES The loss of a Master Lessee or Tenant, a downturn in the business of a Master Lessee or the Tenant or any breach by a Master Lessee or Tenant or the Corporate Guarantors of their respective obligations under the relevant Master Lease Agreement and/or Lease Agreement and/ or the Corporate Guarantee could have an adverse effect on the financial condition, results of operations and prospects of FHT. The properties comprising FHT s Enlarged Portfolio (the Properties ) are (and in respect of the Melbourne Property, upon the Property SPA Completion, will be) leased to various master lessees (the Master Lessees ) (including in respect of the Melbourne Property, the FH-BT Lessee) or the Tenant (as defi ned herein) of the Properties. FHT is therefore dependent upon rental payments from the Master Lessees and the Tenant. The business, fi nancial condition, results of operations and prospects of FH- REIT will depend substantially upon the Master Lessees and the Tenant s ability to make timely rental payments. Except for the Master Lessee for the retail component of ANA Crowne Plaza Kobe (the Retail Master Lessee ), Y.K. Toranomon Properties, which is a wholly-owned subsidiary of the TCC Group 1 and the Master Lessee for Maritim Hotel Dresden, (i) the relevant Master Lessees and the Tenant have appointed third party professional hotel managers (the Hotel Managers ) 2 and Frasers Hospitality Pte. Ltd. and the related corporations of Frasers Hospitality Pte. Ltd., as operators of the serviced residences (the Serviced Residence Operators ) to manage the Properties, and (ii) (in respect of the Melbourne Property), the FH-BT Lessee will retain the existing Hotel Operator to manage and operate the Hotel. The performance of the Master Lessees and the Tenant and their ability to pay rent may be affected by factors beyond their control, such as the performance of the Hotel Managers, the Serviced Residence Operators and/or the Hotel Operator, as the case may be, as well as changes in general economic conditions, the level of demand for the Properties, competition in the hospitality and hospitality-related industries and other factors relating to the operations of the Properties. FH-REIT has been granted a corporate guarantee in respect of each of the Master Lease Agreements (as defi ned herein) entered into with entities within the FCL Group and the TCC Group (save for the Melbourne Master Lease Agreement) and the lease agreement entered into between Notable Vision Sdn Bhd (the Malaysian SPV ), as landlord and JBB Hotels Sdn Bhd (the Originator or Tenant ), as tenant, in respect of The Westin Kuala Lumpur (the Lease Agreement ) 3 (collectively, the Corporate 1 TCC Group refers to the companies and entities in the Thai Charoen Corporation Group which are controlled by Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi. 2 The Hotel Managers appointed by the Master Lessees include InterContinental Hotels Group (Asia Pacifi c) Pte. Ltd., Rockford Indigo (Hotels) Pty Limited, TCC Hotels Group Co., Ltd, IHG ANA Hotels Group Japan LLC and Starwood Asia Pacifi c Hotels & Resorts Pte Ltd and AccorHotels. 3 A tenancy agreement was originally entered into between the Malaysian SPV and the Tenant. The Tenant has since applied to the relevant state authority for its approval to convert the tenancy agreement into a lease for 20 years with an option for the lessee to obtain an additional lease for a further 20 years. The application has been successful and approval has been obtained to convert the tenancy agreement into the Lease Agreement. 44

63 Guarantees ). However, there is no assurance that FCL, in its capacity as guarantor of the relevant Corporate Guarantees and TCC Land International Limited, in its capacity as guarantor of the relevant Corporate Guarantee in respect of the master lease for the retail component of ANA Crowne Plaza Kobe (collectively, the Corporate Guarantors ), will be able to fulfi l their obligations under the Corporate Guarantees. As such, the fi nancial condition and results of operations of FHT may be adversely affected by the bankruptcy, insolvency or downturn in the business of any Master Lessee, the Tenant or any Corporate Guarantor. If any Master Lessee or the Tenant terminates any of the master lease agreements entered into between FH-REIT and/or its property holding entities and the Master Lessees (the Master Lease Agreements ) or the Lease Agreement or does not renew such agreements on expiry, the fi nancial performance of FH- REIT, and consequently the distributions which FHT may be able to make to Stapled Securityholders, may be adversely affected. The amount of rental and the terms on which each Master Lease Agreement or the Lease Agreement is renewed may be less favourable than the current Master Lease Agreement or the Lease Agreement. The replacement of a master lessee or tenant on satisfactory terms may not be carried out in a timely manner or at all. Although FH-BT will be activated to be the master lessee (through the FH-BT Lessee) of the Melbourne Property and can, as a last resort, step in as the master lessee or tenant of the other Properties, there is no assurance that FH-BT will be able to provide a similar amount of income from such Property. FH-REIT has utilised the security deposits to finance working capital and the acquisition of the Properties and accordingly may not be able to repay the Master Lessees their security deposits. FH-REIT has utilised the security deposits which it received in the form of cash from the Master Lessees of the properties comprising its portfolio at the Listing Date (the IPO Portfolio ) (save in respect of The Westin Kuala Lumpur where the security deposits were provided by way of bank guarantee and cashequivalent securities) as part of its cash fl ow management to fi nance working capital and the acquisition of assets. FH-REIT would be required to return the security deposits to the Master Lessees (without interest and subject to proper deductions by FH-REIT) within one month after the relevant Master Lease expires or is terminated in accordance with the terms of the relevant Master Lease, whichever is the earlier, if the Master Lessee has then paid all sums owing and performed all obligations in the relevant Master Lease to the reasonable satisfaction of FH-REIT. FH-REIT may not be able to repay the Master Lessees their security deposits if, at such point of time, FH-REIT is unable to obtain suffi cient funds. In those circumstances, FH-REIT may be subject to legal proceedings for breach of the terms of the relevant Master Lease. Portions of InterContinental Singapore are within the railway protection and safety zone and certain activities may not be carried out in such zone unless the prior approval of the Land Transport Authority of Singapore is obtained. Certain parts of InterContinental Singapore are within the railway protection zone and railway safety zone such that FH-REIT is required to obtain the prior approval of the Land Transport Authority of Singapore before carrying out restricted activities within the railway protection zone and where applicable, the railway safety zone, and any restricted activity being carried out on the railway protection zone and the railway safety zone shall be subject to the regulation under the Rapid Transit Systems (Railway Protection, Restricted Activities) Regulations. Such restricted activities include the use of any crane, piling equipment, excavator or any other mechanical equipment or vehicle, the storage of materials and the erection of temporary structures such as maintenance towers and hoardings or other similar temporary structures. In addition, FH-REIT is not allowed to carry out any restricted activity within six metres of the railway and any person contravening such restriction shall be guilty of an offence. If FH-REIT intends to develop and carry out engineering works within the railway corridor or railway protection zone, FH-REIT is required to submit their proposal to the Land Transport Authority of Singapore for its approval under the Rapid Transit System (Development & Building Works within Railway Corridor and Railway Protection Zone). In view of the aforesaid restrictions, any future asset enhancement or other redevelopment or rectifi cation works in respect of InterContinental Singapore are required to be carefully planned and carried out under close supervision and diligence to avoid damaging or affecting the MRT structures and the safety of railway operation. If FH-REIT intends to carry out any restricted activity within the railway 45

64 protection zone or where applicable, the railway safety zone, or engineering works within the railway corridor or railway protection zone, there is no guarantee that the Land Transport Authority would grant its permission. The Land Transport Authority may impose terms and conditions as it thinks fi t in granting its permission. This may affect the ability of FH-REIT to carry out asset enhancement or other development or rectifi cation works in respect of InterContinental Singapore. Renovation or redevelopment works or physical damage to the Properties may disrupt the operations of the Properties and collection of room or rental income or otherwise result in adverse impact on the financial condition of FH-REIT. The quality and design of the Properties have a direct infl uence over the RevPAR and the demand for hotel rooms or serviced residence units. The Properties may need to undergo renovation or redevelopment works from time to time to retain their attractiveness and may also require unforeseen ad hoc maintenance or repairs in respect of faults or problems that may develop or because of new planning laws or regulations such that there may be periodic capital expenditure beyond what is budgeted. The costs of maintaining the Properties and the risk of unforeseen maintenance or repair requirements tend to increase over time as the Properties age. Furthermore, while the REIT Manager and the Hotel Managers and Serviced Residence Operators (and upon the Property SPA Completion, the Hotel Operator) will endeavour to keep any disruptions caused by such renovation works to a minimum, the business and operations of the Properties may suffer some disruption and it may not be possible to collect the full or any room or rental income on space affected by such renovation or redevelopment works. This may affect the performance of the Master Lessees or Tenant of the affected Properties and their ability to make timely rental payments under the Master Lease Agreements and/or the Lease Agreement. In addition, physical damage to the Properties resulting from fi re or other causes may lead to a signifi cant disruption to the business and operation of the Properties and, together with the foregoing, may impose unbudgeted costs on FH-REIT and result in an adverse impact on the fi nancial condition and results of operations of FH-REIT and its ability to make distributions. The due diligence exercise on the Properties, leases, buildings and equipment and on the existing holding structure of Kobe Excellence TMK may not have identified all material defects, breaches of laws and regulations inherent or historical tax liabilities and other deficiencies. While the Managers believe that reasonable due diligence investigations with respect to the Properties have been conducted and the Managers have commissioned technical consultants to carry out physical inspections on the Properties, there is no assurance that the due diligence investigations and technical inspections will uncover all defects or defi ciencies relating to the Properties including defects which require repair or maintenance (including design, construction or other latent property or equipment defects in the Properties which may require additional capital expenditure, special repair or maintenance expenses) or will uncover all non-compliance with the laws and regulations in relation to the Properties or their holding entities. The experts reports that the Managers rely on as part of their due diligence investigations of the Properties are subject to uncertainties or limitations as to their scopes. Such undisclosed defects or defi ciencies may require signifi cant capital expenditures to rectify defects or defi ciencies or may involve additional obligations to third parties which may have a material adverse effect on FH-REIT s results of operations, earnings and cash fl ows. Should any of the Properties or their holding entities not be in compliance with certain laws and regulations, FH-REIT may also incur fi nancial or other obligations in relation to such breaches or non-compliance. Some examples of the potential limitations of the due diligence process on the Properties are described below. In general, the scope of legal due diligence on the Properties is limited only to (i) the information, documents and results specifi cally disclosed in the course of due diligence and the due diligence confi rmations provided and (ii) results of searches obtained of publicly available information on certain public registers. There is no assurance that all material documents and relevant information had been disclosed and therefore reviewed during due diligence. Accordingly, the legal due diligence may not have uncovered all non-compliance with the laws, regulations and terms of all contracts relevant to the Properties. 46

65 In relation to ANA Crowne Plaza Kobe, some trees on the site of the Property may encroach on adjacent land and the site on which of the Property is situated may be encroached upon by objects such as trees and fence foundations. To date, there have been no disputes between any parties in respect of such encroachments. While nothing had been disclosed in the due diligence investigation in respect of ANA Crowne Plaza Kobe that leads the Managers to believe the aforementioned encroachments issues to be material, there can be no assurance that FH-REIT will not have signifi cant unidentifi ed liabilities or obligations in the future as a result of such encroachment issues. If such encroachment issues result in signifi cant capital expenditures or obligations to third parties, the results of operations of ANA Crowne Plaza Kobe may be adversely affected. In connection with its acquisition of ANA Crowne Plaza Kobe, FH-REIT acquired Excellence Prosperity TMK Pte. Ltd. and Excellence Prosperity Japan K.K. each of which has been in operation since Accordingly, FH-REIT is exposed to the historical and future liabilities and obligations of these entities following the completion of the acquisition, as FH-REIT is ultimately responsible for satisfying these liabilities and obligations. These liabilities include ordinary course-type liabilities and obligations relating to the operations of the entities in the past or the future, as well as liabilities or obligations arising from such entities being operated other than in compliance with real estate, tax, fi nancial services and other laws and regulations and/or obligations to third parties (including unidentifi ed historic liabilities or obligations). While the Managers had not identifi ed from their due diligence any specifi c material liabilities relating to the historical operations of the entities which appear signifi cant and outside the ordinary course of business, there can be no assurance that FH-REI T will not have signifi cant unidentifi ed liabilities or obligations or operations or operational defi ciencies (including debt or trade payables, unknown or defective contracts). Such undisclosed defects or defi ciencies may require signifi cant capital expenditures or obligations to third parties and involve signifi cant and unpredictable patterns and levels of expenditure which may have a material adverse effect on FH-REIT s net assets, earnings and cash fl ows. FH-REIT acquired ANA Crowne Plaza Kobe through the property s existing holding structure. Although FH-REIT had engaged tax advisers to conduct due diligence for this indirect acquisition, there is no assurance that the due diligence exercise had identifi ed all inherent or historical tax liabilities incurred (or to be incurred) by the entities in the existing holding structure (as the relevant tax authorities may not agree with an entity s tax computation and may make certain adjustments which may result in tax liabilities for past tax computations/returns). FH-REIT had obtained tax indemnities from the vendor of ANA Crowne Plaza Kobe but such indemnities are subject to limitations such as the quantum of a claim and the time period for making a claim. If the entities in the existing holding structures taken over by FH- REIT are subject to tax liabilities which were previously not identifi ed or the tax indemnity is insuffi cient to cover the liabilities incurred, this may have a material adverse effect on the business, fi nancial condition, results of operations and prospects of FH-REIT. The repr esentations, warranties and indemnities granted in favour of FH-REIT by the vendors of the Properties are subject to limitations as to their scope and the amount and timing of claims which can be made thereunder. The representations, warranties and indemnities granted in favour of FH-REIT by the vendors of the Properties are subject to limitations as to their scope and amount and timing of claims which can be made thereunder. There can be no assurance that FH-REIT will be reimbursed under such representations, warranties and indemnities for all losses or liabilities suffered or incurred by it as a result of its acquisition of the Properties. A specifi c example of one such limitation is set out below. In relation to The Westin Kuala Lumpur, there are limitations to the representations, warranties and indemnities made in favour of the Malaysian SPV by the Originator, the vendor of The Westin Kuala Lumpur. The Originator had limited its liability arising from a breach of any representations and warranties in the sale and purchase agreement of The Westin Kuala Lumpur on both the overall maximum quantum of any claim (which is the aggregate net proceeds received by the Originator as respective consideration for its sale of The Westin Kuala Lumpur) and the time period (where all claims (other than claims in relation to tax or the title or rights of The Westin Kuala Lumpur) which are not notifi ed in writing to the Originator before the expiry of 15 months from the legal completion of the sale and purchase of The Westin Kuala Lumpur will be time-barred). In the event that any claim (save for the ongoing claim by the local authority of Kuala Lumpur, Dewan Bandaraya Kuala Lumpur ( DBKL ), against the Originator for outstanding rentals of MYR558, from August 2010 to July 2013 arising from The Westin 47

66 Kuala Lumpur s use of a piece of land beside the hotel for purposes of a sidewalk café) notifi ed to the Originator is time-barred or is in excess of the aggregate net proceeds to be received by the Originator as respective consideration for its sale of The Westin Kuala Lumpur, the Malaysian SPV will not be compensated for its loss to the extent that such loss extends beyond the limitations and this will adversely affect the fi nancial condition of the Malaysian SPV. The appraisals of the Properties were based on various assumptions and the price at which FH- REIT is able to sell a Property in future may be different from the initial acquisition value of the Property. The appraisals of the Properties were based on different methodologies. Primarily, the discounted cash fl ow method and the income capitalisation method were employed and there can be no assurance that the assumptions relied on are accurate measures of the market. The appraisals of the Properties by the independent valuers may have included a subjective determination of certain factors relating to the Properties, such as their relative market positions, fi nancial and competitive strengths and physical condition. Accordingly, the values of the Properties may have been evaluated inaccurately and such valuations may not have refl ected actual sale prices even where any such sales occur shortly after the valuation date. The appraised value of any of the Properties or any future acquisitions is not an indication of, and does not guarantee, a sale price at that value at present or in future. The price at which FHT may be able to sell a Property may be lower than its appraised value or the initial acquisition price of the Property. FHT may invest in properties through investments in various property-owning vehicles, and may in the future utilise a variety of investment structures for the purpose of investing in property. Where a property or an interest in a property is acquired through a company or investment structure, the value of the company or investment structure may not be the same as the value of the underlying property due to, for example, environmental, contingent, and contractual or other liabilities, or structural considerations. As a result, there can be no assurance that the value of investments made through those structures will fully refl ect the value of the underlying property. FH-REIT may suffer material losses in excess of insurance proceeds or in respect of losses which are uninsured. The Properties face the risk of suffering physical damage caused by fi re, terrorism, acts of God such as natural disasters or other causes, as well as potential public liability claims, including claims arising from the operations of the Properties. Earthquake insurance will not generally be maintained for properties in Japan, except where the probable maximum loss ( PML ) for a property is in excess of 15% of current building replacement construction cost. PML is defi ned as the probable maximum loss (i.e. repair and reprocurement expenses) that would be incurred if a major earthquake struck. Specifi cally, it means the loss generated by the largest earthquake that has a 10% probability of occurring during a 50 year assumed service life of a building corresponds to earthquakes that have a probability of occurrence once every 475 years. In addition, certain types of risks (such as terrorism, war risk, other hostilities, losses caused by the withholding of supply of utilities by a supply authority, the outbreak of contagious diseases, contamination or other environmental breaches) may be or become uninsurable in certain jurisdictions or the cost of insurance may be prohibitive when compared to the risk. For instance, in Japan, losses resulting from earthquakes are only insurable in relation to residential buildings and up to a certain limit of cover for hotel buildings. Currently, the Properties are insured in a manner consistent with industry practice and all relevant laws and regulations in the respective countries where they are located. This includes property damage and business interruption insurance and public liability insurance policies. Nonetheless, FH-REIT s insurance policies for the Properties do not cover certain types of risks such as acts of war, contamination or other environmental breaches including biological, chemical or radioactive contaminations. 48

67 Should an uninsured loss or a loss in excess of insured limits occur, FH-REIT could be required to pay compensation and/or lose capital invested in the affected Property as well as anticipated future revenue or rental payment from that Property. There can be no assurance that material losses in excess of insurance proceeds or in respect of losses which are uninsured will not occur in the future. FHT may suffer losses and be liable for the damage suffered by third parties as a result of contamination or other environmental issues in the event that contaminants are found on the land on which the Properties or other assets of FHT are located. The Properties and other assets acquired in the future by FHT may be affected by contamination or other environmental issues which may not previously have been identifi ed and/or rectifi ed at the time of acquisition or which may subsequently occur after acquisition. This gives rise to a number of risks, including: the risk of prosecution by environmental authorities; the requirement for unbudgeted additional expenditure to remedy such issues; the adverse impact on the hotel operations at the affected property which may in turn adversely affect the revenue of FHT, or where the affected property is leased to other lessees, the revenue of these lessees which may in turn affect their abilities to meet their obligations under the lease agreements with FHT; and the adverse impact on the value of the affected property. While FHT may not be aware of such contamination or environmental issues at the time of acquisition or be responsible for such contamination or environmental issues, FHT may still be liable to bear the costs of remedying or removing such contamination and there is no guarantee that FHT will be able to recover such costs from other parties which might have contributed to or are responsible for such contamination. Furthermore, if a third party is injured due to any contaminant or environmental issue arising from properties owned by FHT from time to time, FHT may be liable for the damage suffered by the third party. Accordingly, in the event that any of the properties of FHT is affected by contamination or other environmental issues, this may have an adverse effect on the business, fi nancial condition, results of operations and prospects of FHT. Planned amenities and transportation infrastructure near the Properties may not be implemented as planned, or may be closed, relocated, terminated, delayed or not completed. The proximity of amenities and transportation infrastructure such as train stations and bus stations to the Properties infl uence the demand for and hence the occupancy of these Properties. There is no assurance that amenities, transportation infrastructure and public transport services near the Properties will be implemented as planned or will not be closed, relocated, terminated, delayed or completed. If such an event were to occur, it will adversely impact the accessibility of the relevant Property and the attractiveness and marketability of the relevant Property to guests and tenants. This may then have an adverse effect on the demand and the rental rates for the relevant Property and adversely affect the business, fi nancial condition and results of operations of FHT. FHT may be involved in disputes arising from boundary disputes which may result in costs and require payments. In relation to The Westin Kuala Lumpur, there is an ongoing claim by the local authority of Kuala Lumpur, DBKL, against the Originator for outstanding rentals of MYR558, from August 2010 to July 2013 arising from the Originator s use of a piece of land beside the hotel building for purposes of a sidewalk cafe. It is the Originator s belief that the piece of land is part of the entire hotel lot which belongs to the Originator. However, DBKL in its letter dated 9 April 2013 claimed that the piece of land is a piece of reserved land for public purposes of which DBKL has authority over. The Originator is currently in the process of negotiating with DBKL with a view to resolving this matter. If it is resolved in the future that DBKL has authority over the piece of land, FHT will be required to pay the outstanding rentals and rent the piece of land should it intend to utilise the same. In the event FHT decides not to rent the piece of land, DBKL has the right to require The Westin Kuala Lumpur to vacate the land. 49

68 Notwithstanding that the Originator has provided an indemnity to FHT in the event it incurs any cost or penalty or any sum in respect of the above dispute, should FHT be required to pay damages or rectify any encroachment in any other way, this may adversely affect FHT s business, fi nancial condition, results of operations and/or prospects. The Master Lessees and the Tenant may not maintain the Properties properly. The Master Lessees and the Tenant may not maintain the Properties properly, resulting in substantial capital expenditure that may be required to be incurred in the future. Lack of capital or insuffi cient cash fl ow may adversely impact future operations and profi tability of the Properties, thereby adversely affecting the ability of the Master Lessees and the Tenant to fund costs of repairs, maintenance, renewals of FF&E, operating equipment 1 and inventories and/or to make rental payments to FHT. In addition, should the Master Lessees, the Tenant, the Hotel Managers, the Serviced Residence Operators and/or the Hotel Operator fail to provide adequate management and maintenance, the value of the Properties may be adversely affected. Inadequate management and maintenance of the Properties may also result in a loss of tenants and rental income from the Properties, which may in turn adversely affect distributions to Stapled Securityholders. FHT may be required by relevant authorities to demolish certain wooden balconies at the rear of Best Western Cromwell London. In relation to Best Western Cromwell London, certain wooden balconies at the rear of the Property were built without obtaining planning permission from the relevant authorities. Planning permission was previously applied for but had not been granted as it would affect the appearance of the Property and result in overlooking of other properties in the area. At the time of purchase of Best Western Cromwell London by the vendor, Global-Link Investments Limited, the relevant authorities had threatened action but no recent communications in relation to the action have been received. There is a risk that a further notice from the relevant authorities in relation to enforcement might be served and as a consequence, the relevant balconies may have to be demolished. Notwithstanding that Global-Link Investments Limited has (i) agreed to, at its own cost and expense, cause to be demolished the wooden balconies and make good the portion of the building thereby affected, if required by government or statutory authorities and (ii) provided an indemnity to FHT in the event it incurs any payment imposed by the government or statutory authorities (including any fi nes, penalties, charges, fees, expenses or other sum) in relation to the wooden balconies, should FHT be required to rectify the issue in relation to the wooden balconies, this may adversely affect FHT s business, fi nancial condition, results of operations and/or prospects as the rooms may also become less attractive to occupiers as a result of the demolition of these wooden balconies and may result in a loss of revenue in respect of Best Western Cromwell London. Accordingly, the Variable Rent (as defi ned herein) payable under the relevant Master Lease Agreement may be reduced, adversely affecting FHT s business and results of operations. The Singapore Land Authority, on behalf of the President of the Republic of Singapore, may as lessor re-enter the Singapore Properties upon breach of terms and conditions of the State lease. Each of the Singapore Properties (as defi ned herein) is held under a registered State lease issued by the President of the Republic of Singapore as lessor. Each State lease contains terms and conditions commonly found in State leases in Singapore, including the right of the lessor to re-enter the Properties and terminate the lease (without compensation) in the event the lessee fails to observe or perform the terms and conditions set out in the relevant State lease. 1 Items customarily referred to as operating equipment in the hotel industry include, but are not limited to, glassware, silverware, cutlery, chinaware, crockery, linen and uniforms as well as all those items generally required for the day-to-day operation of a hotel. 50

69 RISKS RELATING TO FHT S OPERATIONS FH-REIT may be required to contribute towards the capital expenditure incurred in respect of the common property of the respective developments in which Fraser Suites Singapore and InterContinental Singapore are comprised. Fraser Suites Singapore is comprised in the development known as Valley Point, subdivided into three separate strata lots. Fraser Suites Singapore is comprised in one such strata lot, and the retail and offi ce components of Valley Point are separately comprised in the remaining two strata lots. The Management Corporation of Valley Point has been constituted and the subsidiary proprietor of Fraser Suites Singapore has to pay periodic contributions to, amongst other things, a sinking fund maintained by the Management Corporation of Valley Point. InterContinental Singapore is comprised in a strata lot and title to InterContinental Singapore is held under a subsidiary strata certifi cate of title. The Management Corporation of the development in which InterContinental Singapore is comprised, has been constituted and the subsidiary proprietor of InterContinental Singapore has to pay periodic contributions to, amongst other things, a sinking fund maintained by the Management Corporation of the development in which InterContinental Singapore is comprised. The sinking fund is intended to cover capital expenditure incurred in respect of common property in a strata-titled development. If the sinking fund accounts do not contain substantial amounts of sinking fund contributions, when capital expenditure is required to be incurred for Valley Point and/or the development in which InterContinental Singapore (as the case may be) is comprised, FH-REIT, as the subsidiary proprietor of Fraser Suites Singapore and InterContinental Singapore, will be required to contribute towards the capital expenditure in proportion to the share value the strata lots in which these properties are comprised bear to the total share value of all strata lots comprised in Fraser Suites Singapore and InterContinental Singapore, as the case may be. This may have an adverse impact on the operating results of FH-REIT. There i s no assurance that other subsidiary proprietors will co-operate on matters concerning the common property of Fraser Suites Singapore and InterContinental Singapore. FH-REIT owns 53.85% of the total share value of strata lots comprised in Valley Point and cannot therefore deal with the common property in Valley Point as if Valley Point is entirely owned by it. InterContinental Singapore is a subdivided strata development comprising four strata lots, one held by BCH Hotel Investment Pte Ltd (the vendor of InterContinental Singapore) and the remaining three strata lots held separately by other registered subsidiary proprietors. All four subsidiary proprietors of that development, which constitute the Management Corporation, jointly own the common property of the development as tenants-in-common in proportion to the share values attributable to their respective strata lots. FH-REIT, being the registered subsidiary proprietor of InterContinental Singapore, owns only 18.54% of the total share value of strata lots in that development and cannot therefore deal with the common property in that development as if that development is entirely owned by it. Under the Land Titles (Strata) Act and Building Maintenance and Strata Management Act, certain matters concerning the common property, such as the installation or provision of additional facilities or the making of improvements to the common property of a development, and the acceptance of transfers of land to add to the common property, require a special resolution, that is, a resolution passed at a general meeting of a management corporation, in favour of which at least 75.0% in value of votes of subsidiary proprietors present at such meeting is cast. Certain other matters concerning the common property, such as the creation of easements and restrictions affecting common property, require a unanimous resolution, that is, a resolution passed at a general meeting of a management corporation, in favour of which all votes of subsidiary proprietors present at such meeting are cast. There is no assurance that even ordinary resolutions concerning the common property of the development in which InterContinental Singapore forms part, can be passed as FH-REIT owns only 18.54% of the total share value of strata lots in that development. 51

70 FH-REIT owns only 53.85% of the total share value of strata lots comprising Valley Point. There is thus no assurance that resolutions other than ordinary resolutions concerning the common property of Valley Point can be passed. If FH-REIT s strategy or plan in relation to Fraser Suites Singapore involves the common property of the development and requires the passing of a special or unanimous resolution at a general meeting of the Management Corporation, there is no assurance that the registered proprietors of the other strata lots of Valley Point will not vote against such resolution and hence prevent such resolution from being passed. In particular, FH-REIT s ability to carry out improvements or enhancement works may be restricted where such works involve the common property and require an unanimous or special resolution to be passed at a general meeting of the Management Corporation. Fraser Suites Sydney has to contribute to a sinking fund for capital expenditure on shared facilities. Fraser Suites Sydney is a stratum lot forming part of a mixed-use development. The Strata Management Statement for the mixed-use development which, amongst other things, sets out the rights and responsibilities of the owners of the mixed-use development, provides that each stratum lot owner must pay contributions to the sinking fund. A building management committee is established under the Strata Management Statement. Under the terms of the Strata Management Statement, each stratum lot owner of this mixed-use development is a member of the building management committee. A sinking fund has been established by the building management committee. The sinking fund is intended to cover capital expenditure incurred in respect of shared facilities in this mixed-use development. FH-REIT, as the registered proprietor of Fraser Suites Sydney, is required to contribute towards the capital expenditure in accordance with a range of percentages referable to different types of shared facilities as set out in the Strata Management Statement. A risk factor is that the percentages specifi ed for contributions to expenditure on shared facilities may now or in the future not refl ect a fair contribution. If that should be the case there is no assurance that the other registered proprietors of lots in this mixeduse development will not vote against matters where FH-REIT wishes to change the arrangements relating to the shared facilities which require the unanimous resolution of the building management committee. The Strata Management Statement does not provide for any shared facilities for which FH-REIT bears 100% of the cost, and accordingly can pass the necessary resolution by itself. A further risk is that another stratum lot owner could fail to pay contributions required, leaving a shortfall. There is no assurance that the Vendor (or its successor) will co-operate on matters concerning the common property of 270 Collins Street, Melbourne, Victoria, Australia. The land on which the Hotel is situated, being 270 Collins Street, Melbourne, Victoria, Australia, comprises both the Hotel Land (where the Hotel is situated) and an adjoining Retail Land. The Vendor is currently the registered proprietor of both the Hotel Land and adjoining Retail Land and accordingly, is currently the sole member of Owners Corporation No. 1 which has been created pursuant to the existing plan of subdivision in respect of the Hotel Land, Retail Land and the common property. Upon completion of the Property SPA Acquisition, FH-REIT (through the Melbourne Sub-Trustee) and the Vendor (or its successors who purchase the Retail Land from the Vendor) will be members of Owners Corporation No. 1 and the FH-REIT (through the Melbourne Sub-Trustee) will hold % of the voting rights in Owners Corporation No. 1. and FH-REIT (through the Melbourne Sub-Trustee) cannot therefore deal with the common property for both the Hotel Land and adjoining Retail Land as if such common property was entirely owned by it. A shared services agreement ( Shared Services Agreement ) will be entered into between the the Vendor (and upon completion of the Property SPA Acquisition, FH-REIT (through the Melbourne Sub-Trustee) will enter into an accession deed to become a party to the Shared Services Agreement) and the Retail Land Owner, which deals with amongst others the ability and mechanism to appoint a manager to manage and administer the common property and segregation of utilities and outgoing charges between the Hotel Land and the Retail Land. 52

71 A sinking fund will be established by the Owners Corporation No. 1. The sinking fund is intended to cover capital expenditure incurred by the Owners Corporation No. 1. FH-REIT (through the Melbourne Sub- Trustee), is required to contribute towards the capital expenditure in accordance with its share ownership in Owners Corporation No. 1. There is a risk that the percentages specifi ed for contributions to the sinking fund and/or expenditure on utilities and outgoing charges may now or in the future not refl ect a fair contribution. There is also no assurance that the other members of Owners Corporation No. 1 will not vote against matters where FH-REIT (through the Melbourne Sub-Trustee) wishes to change the arrangements relating to the common property where such matters require the unanimous resolution of the members of Owners Corporation No. 1. A further risk is that another member of the Owners Corporation No. 1 could fail to pay contributions required, leaving a shortfall. If FH-REIT s strategy or plan(s) in relation to 270 Collins Street, Melbourne, Victoria, Australia involves the common property and requires the passing of a special or unanimous resolution at a general meeting of Owners Corporation No. 1, there is no assurance that the other members of Owners Corporation No. 1 will not vote against such resolution and hence prevent such resolution from being passed. In particular, FH-REIT s ability to carry out improvements or enhancement works may be restricted where such works involve the common property and require an unanimous or special resolution to be passed at a general meeting of Owners Corporation No. 1. FCL and TCCG are Controlling Stapled Securityholders 1 and will be able to exercise influence over certain activities of FH-REIT. FCL, its subsidiaries, related corporations and/or associates are engaged in, among other things, real estate fund management. As at the Latest Practicable Date, the FCL Group 2 holds 298,226,184 Stapled Securities. This is equivalent to approximately 21.6% of the total number of Stapled Securities in issue. FCL is therefore in a position to exercise infl uence in matters which require the approval of the Stapled Securityholders. As at the Latest Practicable Date, TCCG holds 535,841,000 Stapled Securities, equivalent to approximately 38.8% of the total number of Stapled Securities in issue. TCCG is therefore in a position to exercise infl uence in matters which require the approval of the Stapled Securityholders. The operations of FHT is exposed to economic and real estate market conditions, as well as changes in regulatory, fiscal and other governmental policies in the countries in which the assets of FHT are located. The Properties are located in Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia, and the investment policy of FHT is to invest on a long-term basis, directly or indirectly, in a diversifi ed portfolio of income-producing real estate located anywhere in the world except Thailand, which is used primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as real estate-related assets in connection to the foregoing. As a result, FHT s results of operations depend, to a large extent, on the performance of the local, regional and/or global economy. An economic decline in the countries in which the assets of FHT are located could adversely affect FHT s results of operations and future growth. The global credit markets have experienced, and may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation, failure or near failure of a number of institutions in the banking and insurance industries. There remains a concern that the debt crisis in Europe will impinge upon the health of the global fi nancial system. In addition, following Brexit, it is expected that there will be a period of uncertainty and volatility in the international securities markets which could have an adverse impact on the market price of the Stapled Securities. These events could adversely affect FHT insofar as they result in: a negative impact on the ability of the tenants to pay their rents in a timely manner or continuing their leases, thus reducing FHT s cash fl ow; 1 Controlling Stapled Securityholder refers to a person with an interest in one or more Stapled Securities constituting not less than 15.0% of all outstanding Stapled Securities. 2 FCL Group means FCL and its subsidiaries and entities held or managed, directly or indirectly, by FCL. 53

72 an increase in counterparty risk; and/or an increased likelihood that one or more of (i) FHT s banking syndicates (if any), (ii) banks or insurers, as the case may be, providing bankers guarantees or performance bonds for the rental deposits or other types of deposits relating to or in connection with the Properties or FHT s operations or (iii) FHT s insurers, may be unable to honour their commitments to FHT. There is also uncertainty as to the scale in the event of a downturn in the global economy, the decrease in consumer demand and the impact of the global downturn on the economy of the countries in which FHT s properties operate. Investment in hospitality and hospitality-related assets in other countries will expose FHT to additional local real estate market conditions. Other real estate market conditions which may adversely affect the performance of FHT include the attractiveness of competing hospitality and hospitality-related assets or an oversupply or reduced demand for such hospitality and hospitality-related assets. Further, FHT is subject to foreign real estate laws, regulations and policies as a result of its property investments in foreign countries. Measures and policies adopted by the governments and regulatory authorities at national, provincial or local levels, such as government control over property investments or foreign exchange regulations, might negatively impact the Properties in foreign countries. Legal protection and recourse available to FHT in certain countries may be limited. In addition, the income and gains derived from investment in hospitality and hospitality-related assets are subject to various types of taxes in the countries where the assets are located, including income tax, withholding tax, capital gains tax and any other taxes that may be imposed specifi cally for ownership of real estate. All of these taxes, which are subject to changes in laws and regulations that may lead to an increase in tax rates or the introduction of new taxes, could adversely affect and erode the returns from these hospitality and hospitality-related assets and hence affect the distribution yield to Stapled Securityholders. There is also no assurance that FHT will be able to repatriate to Singapore the income and gains derived from investment in hospitality and hospitality-related assets outside Singapore on a timely and regular basis. Any inability to repatriate the income and gains to Singapore will adversely affect FHT s ability to make distributions to Stapled Securityholders out of such income and gains. Acts of God, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other events beyond the control of FHT may adversely affect the business, financial condition, results of operations and prospects of FHT. The hospitality and hospitality-related industries and FHT may be adversely affected by acts of God, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases and other events beyond the control of FHT. The Managers cannot predict the occurrence of these events and the extent to which they will, directly or indirectly, impact distributions to the Stapled Securityholders, the hospitality and hospitality-related industries or the business, fi nancial condition, results of operations and prospects of FHT in the future. An increased threat of terrorism, terrorist events, airline strikes, hostilities between countries or natural disasters may affect travel patterns and reduce the number of business and commercial travellers and tourists, in general or any other countries in which the hospitality and hospitality-related assets of FHT may be located in the future. The outbreak of an infectious disease or any other serious public health concerns in Asia, Australia, the United Kingdom and elsewhere could adversely impact the business, fi nancial condition and results of operations of FHT. 54

73 Epidemics that are beyond FHT s control may adversely affect the economies of Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia. Countries in Asia Pacifi c have faced threats of epidemics such as Severe Acute Respiratory Syndrome ( SARS ), H5N1 avian fl u, swine fl u ( Influenza A (H1N1) ), Middle East respiratory syndrome ( MERS ) and the Zika virus, and the United Kingdom has faced threats of epidemics such as Ebola virus disease. The outbreak of an infectious disease such as Infl uenza A (H1N1), H5N1 avian fl u, SARS, Ebola virus disease, MERS and the Zika virus in Asia, Australia, the United Kingdom and elsewhere, together with any resulting restrictions on travel and/ or imposition of quarantines, could have a negative impact on the economy and business activities in Asia, Australia, Germany, the United Kingdom and globally and could thereby adversely impact the revenues and results of FHT. There can be no assurance that any precautionary measures taken against infectious diseases would be effective. A future outbreak of an infectious disease or any other serious public health concerns in Asia, Australia, Germany and/or the United Kingdom could have an adverse effect on the business, fi nancial condition and results of operations of FHT. Upon the outbreak of SARS, Ebola virus disease, MERS, the Zika virus, other widespread communicable diseases, or dangerous levels of radioactive contamination, the World Health Organisation and certain governments may issue travel advisories against nonessential travel to affected regions, or even impose travel restrictions. Travel advisories or restrictions are likely to have a material adverse effect on the number of international visitor arrivals to the affected countries (which could include countries in which FHT has assets) and therefore the corresponding demand for hotel rooms under FHT s portfolio of assets. Accordingly, the spread of the human avian fl u or any other contagious or virulent disease, and any consequential travel advisories or restrictions may adversely affect the business, fi nancial condition, results of operations and prospects of FHT. Possible change of investment strategies may affect the Stapled Securityholders investments in FHT. The Managers may from time to time amend the investment strategies of FHT if they determine that such change is in the best interest of FHT and its Stapled Securityholders subject to the approval of the Stapled Securityholders if such change occurs within the fi rst three years following the Listing Date. Following the expiry of three years from the Listing Date, the Managers may, subject to the requirements under the relevant laws, regulations and rules (including the Listing Manual) and within the limits of the FH-REIT Trust Deed, the FH-BT Trust Deed and the Stapling Deed (collectively, the Deeds ), alter such investment strategies (subject to the requirements under the relevant laws, regulations and rules (including the Listing Manual) and within the limits of the Deeds) without the approval of the Stapled Securityholders by giving not less than 30 days prior notice of the change to the REIT Trustee and the Stapled Securityholders by way of an announcement on SGXNET. The methods of implementing FHT s investment strategies may vary as new investment and fi nancing techniques are developed or otherwise used. Such changes may adversely affect the Stapled Securityholders investment in FHT. In respect of the Properties comprising the Existing Portfolio, FH-REIT has no direct control over the Hotel Managers and the Serviced Residence Operators. The fi nancial performance of FH-REIT, including the distributions which may be made to Stapled Securityholders, is dependent upon the rental payments from the Master Lessees or Tenant. The ability of the Master Lessees or Tenant to make such rental payments is dependent on the Gross Operating Revenue and Gross Operating Profi t of each of the Properties. In respect of the Properties comprising the Existing Portfolio, FH-REIT had entered into long-term Master Lease Agreements and a Lease Agreement 1 with each of the Master Lessees and Tenant (as the case may be) which generally have, subject to certain limitations, full discretion in the operation of the Properties. 1 The Tenant has applied to the relevant state authority for its approval to convert the Lease Agreement into a lease for 20 years with an option for the lessee to obtain an additional lease for a further 20 years. The application has been successful and approval has been obtained to convert the Lease Agreement into a lease. 55

74 In respect of the Properties comprising the Existing Portfolio, (save for the Master Lessee for Maritim Hotel Dresden) the Master Lessees and Tenant had in turn each entered into a hospitality management agreement with the Hotel Managers or the Serviced Residence Operators. Although FH-REIT has the right, under certain limited circumstances, to approve the replacement of the Hotel Managers or the Serviced Residence Operators, there is no direct contractual relationship between FH-REIT and the Hotel Managers. While the REIT Trustee and the Managers are parties to the Serviced Residence Management Agreements, this is for the purposes of their payment of fees 1 to the Serviced Residence Operators in cash and/or Stapled Securities, as may be elected by the Managers. Accordingly, the fi nancial performance of FH-REIT is dependent on the performance of the Master Lessees, the Tenant, the Hotel Managers and the Serviced Residence Operators, even though FH-REIT has no control over the operations, management, branding or marketing of the Properties. There is therefore no assurance that the Properties will continue to be operated, managed, maintained, branded or marketed well in the future and this may consequently affect the business, fi nancial condition, results of operations and prospects of FHT. If the REIT Manager s capital markets services licence for REIT management ( CMS Licence ) is cancelled or the authorisation of FH-REIT as a collective investment scheme under Section 286 of the SFA is suspended, revoked or withdrawn, the operations of FH-REIT will be adversely affected. The CMS Licence issued to the REIT Manager is subject to conditions unless otherwise cancelled. If the CMS Licence of the REIT Manager is cancelled by the MAS, the operations of FH-REIT will be adversely affected, as the REIT Manager would no longer be able to act as the manager of FH-REIT. FH-REIT is an authorised collective investment scheme under the SFA and must comply with the requirements under the SFA and the Property Funds Appendix. In the event that the authorisation of FH-REIT is suspended, revoked or withdrawn, its operations will also be adversely affected. There is no assurance that FHT will be able to leverage on FCL s sponsorship. As at the Latest Practicable Date, the FCL Group holds an effective interest in 21.6% of the total number of Stapled Securities in issue, and accordingly is a controlling holder of Stapled Securities. There is no assurance that FCL will not dispose of its effective interest in the Stapled Securities. In the event that FCL decides to transfer or dispose of its effective interest in the Stapled Securities, FHT may no longer be able to leverage FCL s fi nancial strength, experience, market reach and network of contacts in the hospitality property sector to further its growth. This may have a material and adverse impact on FHT s results of operations and fi nancial condition which may, as a consequence, adversely affect FHT s level of distributable income. FH-REIT s strategy of investing mainly in hospitality and hospitality-related assets may entail a higher level of risk compared to trusts with a more diverse range of investments. FH-REIT is a Singapore-based REIT established with the principal investment strategy of investing, directly or indirectly, in a diversifi ed portfolio of income-producing real estate located anywhere in the world except Thailand which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets in connection with the foregoing. A concentration of investments in a portfolio of such specifi c real estate assets may cause FH-REIT to be susceptible to a downturn in the real estate market as well as the global hospitality industry. This may lead to a decline in occupancy and room rates for the Properties and/or a decline in the capital value of FH-REIT s portfolio, which will have an adverse impact on FHT s distributions to the Stapled Securityholders and/or on the business, fi nancial condition, results of operations and prospects of FHT. 1 FH-REIT is responsible for payment of the fees to the Serviced Residence Operators as the payments due from the Master Lessees to FH-REIT under the respective Master Lease Agreements in respect of the Serviced Residences are made gross of such fees because such fees are not included as part of the Master Lessee s operating expenses. 56

75 Future acquisitions may not yield the returns expected, resulting in disruptions to FHT s business and straining of management resources. FHT s external growth strategy and its asset selection process may not be successful and may not provide positive returns to Stapled Securityholders. There are risks associated with pursuing further acquisitions of hospitality related assets and successfully integrating them into FHT s portfolio. For example, the expected benefi t, synergies or effi ciencies from such acquisitions may take longer than expected to be achieved or may not be achieved at all. In addition, acquisitions may cause disruptions to FH-REIT s operations and divert management s attention away from day-to-day operations. New Stapled Securities issued as consideration for or otherwise in connection with any new acquisition could also be dilutive to existing Stapled Securityholders. FHT may be subject to liability in connection with any future disposal of investments. FHT may dispose of investments in certain circumstances and may be required to give representations and warranties or be subject to defect liabilities in connection with a disposal of such investments. In the event that any such representations or warranties are inaccurate or any defects are found, FHT may be exposed to damages and other claims. Any liability in respect of any such representations or warranties or defect liabilities may adversely affect the business, fi nancial condition, results of operations and prospects of FHT and in turn, its ability to make distributions to Stapled Securityholders. In relation to The Westin Kuala Lumpur, FH-REIT had entered into a lease non-disturbance agreement with the relevant Hotel Manager which provides that FH-REIT shall procure that the Hotel Manager continues to manage The Westin Kuala Lumpur in the event of a sale of The Westin Kuala Lumpur and/or a termination of the Lease Agreement. In this regard, this may adversely affect the ability of FH-REIT to dispose of The Westin Kuala Lumpur. In relation to ANA Crowne Plaza Kobe, FH-REIT (through the ANA Crowne Plaza Kobe Trustee) has entered into a Master Lease Agreement with the Retail Master Lessee in respect of the retail component of ANA Crowne Plaza Kobe (the Retail Master Lease Agreement ). The Retail Master Lease Agreement has a perpetual lease term and cannot be unilaterally terminated by FH-REIT. In this regard, this may adversely affect the ability of FH-REIT to dispose of ANA Crowne Plaza Kobe or its ability to obtain a more favourable price as a purchaser will have to buy the Property, subject to the Retail Master Lease Agreement, unless FH-REIT and the Retail Master Lessee mutually agree to terminate the Retail Master Lease Agreement. Pursuant to the share purchase agreement entered into by FH-REIT and Excellence Prosperity (Singapore) Pte. Ltd. in respect of the acquisition of the entire issued share capital of Excellence TMK Pte. Ltd. 1, in the event of the termination of Retail Master Lease Agreement, the REIT Trustee shall pay to Excellence Prosperity (Singapore) Pte. Ltd. a sum of a value to be mutually agreed between the parties and the value shall take into consideration the discounted cash-fl ow valuation of the underlying retail leases. The amount FH-REIT may borrow is subject to the aggregate leverage limit set out in the Property Funds Appendix, which may affect the operations of FH-REIT. The Property Funds Appendix provides that the aggregate leverage of a REIT may reach a maximum of 45.0% of the value of its deposited property. As at 30 June 2016, FH-REIT has an aggregate leverage of 38.3%. However, a decline in the value of FH-REIT s Deposited Property may affect FH-REIT s ability to borrow further. 1 Excellence TMK Pte. Ltd. holds 49.5% of the preferred shares and 100.0% of the specifi ed shares issued by Kobe Excellence TMK. Kobe Excellence TMK holds the TBI in ANA Crowne Plaza Kobe. 57

76 FH-REIT may, from time to time, require further debt fi nancing to achieve its investment strategies. In the event that FH-REIT decides to incur additional borrowings in the future, FH-REIT may face adverse business consequences as a result of this limitation on future borrowings, and these may include: an inability to fund capital expenditure requirements, refurbishments, renovation and improvements in relation to FH-REIT s existing asset portfolio or in relation to the hospitality and/or hospitalityrelated properties to be acquired by FH-REIT to expand its portfolio to remain competitive; a decline in the value of the FH-REIT Deposited Property may cause the borrowing limit to be exceeded, thus affecting FH-REIT s ability to incur further borrowings; cash fl ow shortages (including with respect to distributions) which FH-REIT might otherwise be able to resolve by borrowing funds; and FH-REIT may not be able to obtain additional debt fi nancing or be able to obtain such fi nancing on favourable terms. A downward revaluation of any of the Properties or investments may result in a breach of the borrowing limit under the Property Funds Appendix. In the event of such a breach, FH-REIT would not be able to incur further indebtedness. In such circumstances, while FH-REIT may not be required to dispose of its assets to reduce its indebtedness, the inability to incur further indebtedness may constrain its operational fl exibility. There is no assurance that the current rating given to FH-REIT will be maintained or that the rating will not be reviewed, downgraded, suspended or withdrawn in the future. FH-REIT currently has a Baa2 issuer rating 1 (with a stable outlook) from Moody s. The rating assigned to FH-REIT is based only on the views of Moody s. Future events could have a negative impact on the rating of FH-REIT and prospective investors should be aware that there is no assurance that the rating given will continue or that the rating would not be reviewed, downgraded, suspended or withdrawn as a result of future events or judgement on the part of Moody s. A downgrade of the rating may lead to FH-REIT being unable to obtain future credit on terms which are as favourable as those of its existing borrowings, resulting in loans at higher interest rates. FHT may be affected by adverse developments or negative publicity affecting the brands of the Hotel Managers. The hotels comprising the Enlarged Portfolio are managed by different Hotel Managers and the Hotel Operator under different brand names. Any degradation or adverse market developments relating to the brand names of these Hotel Managers, the Hotel Operator and their respective affi liated brands could adversely affect the business, fi nancial condition, results of operations and prospects of FHT as such degradation or adverse market developments may adversely affect the reputation of the relevant hotel Properties and their attractiveness to guests and customers, thereby affecting the occupancy rates of the Properties. The right of FH-REIT and FH-BT to use the Frasers brand name may cease. A licence agreement dated 25 June 2014 had been entered into between the Managers and FCL to allow FH-REIT and FH-BT to use, inter alia, the Frasers names and related trademark for, inter alia, activities relating to FHT and for so long as until either Frasers Hospitality Asset Management Pte. Ltd. ceases to be the manager of FH-REIT or Frasers Hospitality Trust Management Pte. Ltd. ceases to be the trustee-manager of FH-BT for whatever reasons. If FH-REIT and FH-BT cease to have the right to use the Frasers brand name, this may adversely affect the marketing activities and operations of FHT. 1 All ratings are subject to revision or withdrawal at any time. Moody s has not provided its consent to the inclusion of the credit rating information in this Offer Information Statement and is therefore not liable for such information. While the REIT Manager has taken reasonable action to ensure that the information has been reproduced in its proper form and context, and that it has been extracted fairly and accurately, neither the REIT Manager nor any other party has conducted an independent review of, nor verifi ed the accuracy of, such information. The credit rating obtained from Moody s is current and Moody s will be paid by FH-REIT to provide the credit rating. The credit rating is not a recommendation to invest in any securities. Issuer credit ratings express Moody s opinion of an entity s creditworthiness and ability to meet its senior fi nancial obligations. More information on Moody s and its ratings are available on its website 58

77 FHT may be affected by adverse developments or negative publicity affecting the Frasers brand name. FHT is closely associated with the Frasers brand name. Any degradation or adverse market developments relating to the Frasers brand name or any negative publicity affecting the Frasers hospitality properties could adversely affect the results of operations of the Properties. Furthermore, any adverse developments, negative publicity and future fi nancial challenges experienced by FCL may directly result in negative perceptions of FHT due to FHT s close association with FCL, which could have a material adverse effect on the fi nancial condition and results of operations of FHT and, in turn, its ability to make distributions to Stapled Securityholders. FHT depends on certain key personnel and the loss of any key personnel may adversely affect its operations. FHT s success depends, in part, upon the continued service and performance of members of the senior management team and certain key personnel of the Managers. These key personnel may leave the employment of the Managers in the future or compete with the Managers and FHT. If this were to occur, the Managers will need to spend time searching for a replacement and the duties which such key personnel are responsible for may be affected. The loss of any of these key personnel and the inability to fi nd suitable replacements on a timely basis could have a material adverse effect on FHT s results of operations and fi nancial condition and in turn, its ability to make distributions to Stapled Securityholders. The REIT Manager s strategy to initiate asset enhancement on some of the Properties from time to time may not materialise or may be delayed. The REIT Manager may from time to time initiate asset enhancement on some of the Properties. There is no assurance that such plans for asset enhancement will materialise, or in the event that they do materialise, they may not achieve their desired results or may incur signifi cant costs. The FCL ROFR or the TCC ROFR (both as defined herein) will be terminated if the conditions to the FCL ROFR or the TCC ROFR remaining in full force and effect are not satisfied. To facilitate acquisition growth, FCL had granted the FCL ROFR to FHT over any future sales by a Relevant Entity 1 of income-producing properties located anywhere in the world except Thailand, which are primarily used for hospitality and/or hospitality-related purposes. Similarly, Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi had granted the TCC ROFR to FHT. The rights under the FCL ROFR were granted to FHT with effect from the Listing Date and will cease immediately upon the occurrence of any of the following events: (i) the REIT Manager or any of its related corporations (as defi ned in the Companies Act) ceasing to be the manager of FH-REIT, (ii) the Trustee-Manager or any of its related corporations ceasing to be the trustee-manager of FH-BT, (iii) FCL and/or any of its related corporations, alone or in aggregate, ceasing to be a controlling shareholder of the Managers, or (iv) FCL and/or any of its related corporations, alone or in aggregate, ceasing to be a controlling unitholder of FH-REIT and FH-BT. Similarly, the rights under the TCC ROFR are granted to FHT with effect from the Listing Date and will cease immediately upon the occurrence of any of the following events: (i) the REIT Manager or any of its related corporations ceasing to be the manager of FH-REIT, (ii) the Trustee-Manager or any of its related corporations ceasing to be the trustee-manager of FH-BT, (iii) any TCC Group Entity 2 and/or any of its related corporations, alone or in aggregate, ceasing to be a controlling shareholder of the Managers 3, or (iv) any TCC Group Entity and/or any of its related corporations, alone or in aggregate, ceasing to be a controlling unitholder of FH-REIT and FH-BT. 1 Relevant Entity refers to FCL or any of its existing or future subsidiaries (which shall exclude any subsidiaries listed on any recognised stock exchange) or existing or future private funds managed by FCL. 2 TCC Group Entity refers to any entity within the TCC Group or a private fund managed by the TCC Group. 3 As at the Latest Practicable Date, FCL is 87.62% directly owned by InterBev Investment Limited and TCC Assets Limited, which are members of the TCC Group. Each of the Managers is wholly-owned by FCL. Therefore, the TCC Group has not ceased to be a controlling shareholder of the Managers. 59

78 If any of the conditions to FCL ROFR or the TCC ROFR ceases to be enforced, the FCL ROFR or the TCC ROFR will terminate and FHT will not be able to benefi t from the FCL ROFR or the TCC ROFR. This may adversely affect FHT s ability to implement its acquisition growth strategy. FH-BT (through the FH-BT Lessee) may be subject to liabilities in respect of its employees and if FH-BT further steps in as a master lessee for any of the other Properties, it may be required to indemnify the Hotel Manager or the Serviced Residence Operator. In respect of the Melbourne Property, pursuant to the Melbourne Master Lease Agreement, FH-BT (through the FH-BT Lessee) will be appointed as the master lessee of the Melbourne Property and pursuant to the Hotel Assets SPA, will take on the employment contracts in connection with the running of the Hotel Business. At completion of the Hotel Assets Acquisition, the FH-BT Lessee is expected to have 121 employees, some of whom may be unionised. In some limited circumstances where protected industrial action is allowable, disputes with any relevant unions and these employees may result in FH-BT (through the FH-BT Lessee) being subject to liabilities arising from strikes or disruptions due to labour disputes. Any strikes or disruptions arising from labour disputes could have a material adverse effect on the business, fi nancial condition, results of operations and prospects of FHT. In the event that FH-BT steps in as a master lessee for any of the other Properties, it may be required to indemnify the Hotel Manager or the Serviced Residence Operator against any claims arising from the managment of the relevant Property, as the industry standard is for hotel or serviced residence operators to act merely as agents of the owner/lessee of the hospitality property. Accordingly, FH-BT may be required to indemnify the Hotel Manager or the Serviced Residence Operator for all claims from employees working at the relevant Property as well as former employees of the Property. There can be no assurance that any such claims will not adversely impact FH-BT s fi nancial condition thereby affecting its ability to perform its duties as a master lessee, as well as its ability to make distributions (if any) to Stapled Securityholders. Hospitality and hospitality-related businesses are capital intensive and the growth of FHT may be affected if it is unable to obtain financing on favourable terms or at all. The Properties will require periodic capital expenditures, refurbishments, renovation and improvements to remain competitive. The acquisition or development of additional hospitality and hospitality-related assets will require signifi cant capital expenditures. There is no assurance that FHT will be able to fund capital improvements or acquisitions solely from cash generated by its operating activities. Additional equity or debt fi nancing is subject to prevailing conditions in the equity and debt markets, and may not be available on favourable terms or be available at all. Further, the reserves for FF&E set aside by FHT may not be suffi cient. FH-REIT may have a higher level of gearing than other REITs and certain other types of unit trusts and may experience limited availability of funds and face risks associated with refinancing. FH-REIT may, from time to time, require additional debt fi nancing to fund working capital requirements, to support the future growth of its business and/or to refi nance existing debt obligations. In addition, FH-REIT s indebtedness means that a material portion of its expected cash fl ow may be required to be dedicated to the payment of interest on its indebtedness, thereby reducing the funds available to FH-REIT for use in its general business operations. FH-REIT s indebtedness may also restrict its ability to obtain additional fi nancing for capital expenditure, acquisitions or general corporate purposes and may cause it to be particularly vulnerable in the event of a general economic downturn. Furthermore, FH-REIT s level of borrowings represents a higher level of gearing as compared to other REITs and certain other types of unit trusts, such as non-specialised collective investment schemes which invest in equities and/or fi xed income instruments. Investment risk is known to increase with the increase in gearing. A higher level of gearing will subject FH-REIT to higher costs of fi nancing its investments (including servicing its indebtedness) and this may adversely affect the level of FH-REIT s distributable income. 60

79 FHT faces risks associated with debt financing. Both FH-REIT and FH-BT will be subject to risks associated with debt fi nancing, including the risk that their cash fl ow may be insuffi cient to meet required payments of principal and interest under such fi nancing and that past payment of the required principal and interest may leave FHT with insuffi cient cash resources to properly make distributions to Stapled Securityholders. The ability of FH-REIT or FH-BT to obtain additional debt or equity fi nancing or both is dependent on a number of factors outside its control such as local and global economic conditions, capital and credit market and political stability. There can be no assurance that such fi nancing will be available on favourable terms or at all. Both FH-REIT and FH-BT will also be subject to the risk that the terms of any refi nancing of borrowings may not be as favourable and this may include an increase in interest expense. This may adversely affect both FH-REIT s and FH-BT s cash fl ow and the amount of distributions they could make to Stapled Securityholders. The Managers may not be able to successfully implement their investment strategy for FHT. There is no assurance that the Managers will be able to implement their investment strategy successfully. The Managers may not be able to expand FHT s portfolio at all, or at any specifi ed rate or to any specifi ed size, and the Managers may not be able to carry out its asset enhancement plans fully or at all. The Managers may not be able to make investments or acquisitions on favourable terms or within a desired time frame. There may also be signifi cant competition for attractive investment opportunities from other property investors, including other REITs, commercial property companies and private investment funds. Potential sellers of real estate assets may view the necessity of raising equity capital to fund an acquisition negatively and may prefer other purchasers. There is no assurance that FHT will be able to compete effectively against other property investors. The proposed acquisition by FHT of the FCL ROFR Properties and/or the TCC ROFR Properties (both as defi ned herein) may require third party consents and there can be no assurance that such third parties will give such consent. For example, consents from regulatory authorities, fi nancial institutions pursuant to covenants against sale or mortgages under the fi nancing terms to the vendor, the managers or operators of the hotels/ serviced residences and/or suppliers may not be obtained at all or on terms that are satisfactory to the Managers. FHT s ability to make new property acquisitions under its acquisition growth strategy may be adversely affected. Even if FH-REIT were able to successfully acquire property or investments, there is no assurance that FH-REIT will achieve its intended return on such acquisitions or investments. Since the amount of borrowings that FH-REIT can incur to fi nance acquisitions is limited by the Property Funds Appendix, such acquisitions are likely to be largely dependent on FH-REIT s ability to raise equity capital. This may result in a dilution of Stapled Securityholders holdings. There may be signifi cant competition for attractive investment opportunities from other property investors, including other REITs, hospitality property development companies and private investment funds. There is no assurance that FH-REIT will be able to compete effectively against such entities. 61

80 FHT may engage in hedging transactions, which can limit gains and increase exposure to losses, and not offer full protection against interest rate and exchange rate fluctuations. As at 30 June 2016, FHT has a consolidated debt of approximately S$ million (excluding transaction costs), of which % of these debts bear fl oating interest rates. Consequently, the interest cost to the FHT for the fl oating interest rate debt will be subject to fl uctuations in interest rates. FHT may enter into hedging transactions to protect itself from the effects of interest rate fl uctuation on fl oating rate debt and also to protect its portfolio from interest rate and prepayment fl uctuations. Hedging transactions may include entering into interest rate hedging instruments, purchasing or selling futures contracts, purchasing put and call options or entering into forward agreements. However, it may not always be possible for FHT to enter into hedging activities and hedging may not always have the desired benefi cial impact on FH-REIT s or FH-BT s fi nancial condition and results of operation. No hedging activity can completely insulate FH-REIT or FH-BT from risks associated with changes in interest rates and exchange rates, and changes in foreign exchange rates for example, may negatively affect FH-REIT s asset value. Moreover, interest rate hedging could fail to protect FHT or adversely affect FHT because among others: the available hedging may not correspond directly with the risk for which protection is sought; the duration or the nominal amount of the hedge may not match the duration of the related liability; the party owing money in the hedging transaction may default on its obligation to pay; the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs the ability of FH-REIT and/or FH-BT (as the case may be) to sell or assign its side of the hedging transaction; and the value of the derivatives used for hedging may be adjusted from time to time in accordance with accounting rules to refl ect changes in fair value. Downward adjustments and the signifi cant loss in value of hedging instruments due to a write down to fair value would reduce the NAV of FHT. Hedging involves risks and typically involves costs, including transaction costs, which may reduce overall returns. These costs increase as the period covered by the hedging increases and during periods of rising and volatile interest rates, and may have an adverse effect on FHT s fi nancial condition and level of distributable income. The Managers will regularly monitor the feasibility of engaging in such hedging transactions taking into account the cost of such hedging transactions. Property operation costs and expenses of the Properties may not decrease even if occupancy rate declines. Operating a hotel or a serviced residence involves a signifi cant amount of fi xed costs and such costs will not vary signifi cantly with high or low occupancy rates over a week, month or season. As such, signifi cant fi xed costs may limit the ability of the operators of the Properties to respond to adverse market conditions by minimising costs. Such limitations may have an impact on profi tability when the hospitality industry is weak. This may adversely affect the ability of the Master Lessees and Tenant to make rental payments to FH-REIT and consequently, the ability of FHT to make distributions to the Stapled Securityholders. 62

81 RISKS RELATING TO THE HOSPITALITY INDUSTRY The financial performance of FHT is dependent on the condition and outlook of the hospitality and hospitality-related industries, which are in turn susceptible to cyclicality and other factors outside the control of FHT and the Managers. Both the hospitality and hospitality-related businesses are cyclical and sensitive to external and economic changes. There are a number of factors which are common to the regional and global hospitality and hospitality-related industries and beyond the control of FHT and the Managers. These factors could affect the fi nancial performance of FHT, including the following but not limited to: the condition of, and changes in, the domestic, regional and global economies, including, but not limited to, factors such as the political landscape, environmental conditions and epidemics that result from the spread of infectious diseases that may result in reduced occupancy rates, room rates, visitors and demand for the hospitality or hospitality-related assets of FHT; unexpected increase in new supply of hotels and hence increased competition in the markets in which FHT operates, which could adversely impact the occupancy levels and revenue of the Properties or future hospitality or hospitality-related assets of FHT; changes in FHT s relationships with, and the performance and reputation of the lessees, hotel managers, service providers, lenders and other companies with whom FHT may contract; changes in government laws and regulations, fi scal policies and zoning ordinances, labour laws and the related costs of compliance with laws and regulations, fi scal policies and ordinances affecting FHT; increased competition in hospitality and hospitality-related industries in countries in which FHT s assets are located; changes in business, commercial and leisure travel and tourism patterns, which may fl uctuate and tend to be seasonal; changes in frequency of events or conferences in the surrounding vicinity of each Property or future hospitality or hospitality-related assets of FHT; unexpected increases in transportation or fuel costs, strikes among workers in the transportation industry and adverse weather conditions that could affect travel demand; increases in operating costs due to infl ation, labour costs (including the impact of unionisation), workers compensation and healthcare-related costs, maintenance costs, utility costs, insurance and unanticipated costs such as those resulting from acts of nature; changes in exchange rates that may adversely affect FHT s operating results, asset value, liabilities or ability to fi nance its operations; changes in interest rates and in the availability, cost and terms of debt fi nancing and other changes that may adversely affect FHT s ability to source capital to fund capital expenditures, acquisitions and other general corporate purposes or to comply with debt fi nancing covenants; changes to the fees charged by hotel operators or serviced residence operators; diffi culties in identifying hospitality and hospitality-related assets to acquire and diffi culties in completing and integrating acquisitions; the nature and length of a typical hotel guest s stay as hotel guests typically stay on a short-term basis and there is no assurance of long-term occupancy for hotel rooms; 63

82 the time that it may take to construct, develop or complete the refurbishments of properties and receive registrable title to such properties; any restrictions in the ability to renovate the Properties and future assets of FHT in order to preserve or expand demand for the Properties and such assets; unfavourable publicity in relation to the Properties; the reputation and standing of the service providers, including restaurants located within the Properties, future hotels and hospitality and hospitality-related assets of FHT; the fi nancial condition and liquidity of FHT; risks relating to investments in hospitality and hospitality-related assets; and other matters not yet known to the Managers or not currently considered material by the Managers. These factors could lead to deterioration in the ability of the Hotel Managers, the Serviced Residence Operators and/or the Hotel Operator to generate income and the amount of the rental payments from the Master Lessees and Tenant. This would have adverse effects on the business, fi nancial condition, results of operations and prospects of FHT and reduce its ability to make distributions to the Stapled Securityholders. The hospitality industry is competitive and the performance of FHT may be affected by increasing supply of hospitality assets in its key markets. The hospitality industry is highly competitive and on-going completion of new hotels or renovations of competing hotel properties can reduce the competitiveness of older or existing properties. The Properties and future assets of FHT will experience competition primarily from similar grade hotels in their immediate vicinity, and also with other hotels in their geographical market. The level of competition is affected by various factors, including (i) changes in local, regional and global economic conditions, (ii) changes in local, regional and global populations, (iii) the supply and demand for hospitality properties and (iv) changes in patterns and preferences or customs. The success of a hotel or a serviced residence will largely depend on its ability to compete in areas such as quality of accommodation, room rates, level of service, brand recognition, convenience of location and the quality of lobby areas, F&B facilities and other amenities. Competing hotels may offer more facilities at their premises at similar or more competitive prices compared to the facilities offered at the Properties. Competitors may also signifi cantly lower their rates or offer greater convenience, services or amenities to attract more customers. If these efforts are successful, the results of operations at the Properties may be adversely affected. A general inability of the Properties to compete effectively could adversely affect the business, fi nancial condition, results of operations and prospects of FHT and in turn, its ability to make distributions to Stapled Securityholders. The hospitality industry is service-oriented and FHT may be adversely affected if the Master Lessee and Tenant are unable to compete effectively for skilled hospitality employees. The hospitality industry is a service-oriented industry and is very labour-intensive. Competitors may compete aggressively for skilled hospitality employees, which would increase the operating cost of the Properties. In addition, the hospitality staff of the Master Lessees and Tenant may be poached by existing or new competitors in the market, which may have an adverse effect on the operations of the affected Property. A shortage of manpower may translate to lower service quality, which may in turn affect guests lodging experience and lead existing customers to prefer alternative accommodation from competitors of FHT. 64

83 The hospitality business is regulated and operations of the Properties require licences, and any failure to obtain, renew or obtain the transfer of, such licences may adversely affect the operations of FHT. The operation of hotels is generally subject to various local laws and regulations such as the Hotels Act, Chapter 127 of Singapore and the Innkeepers Act, Chapter 139 of Singapore, which hotels in Singapore are required to be licensed under. In addition, the countries in which the Properties are located (such as Australia and the United Kingdom) have licensing requirements in relation to the sale of alcohol on the premises. Such laws and regulations may require FH-REIT, FH-BT, their subsidiaries, the FH-BT Lessee, the Master Lessees, the Tenant, the Hotel Managers and/or the Hotel Operator to be licensed and to obtain other approvals to own, operate and lease the Properties and (in respect of the FH-BT Lessee) the Melbourne Property. In relation to the Melbourne Property, FH-BT (through the FH-BT Lessee) is required to hold various licences in respect of the operation of the Hotel Business located in the Melbourne Property, including the Liquor Licence issued by the Victorian Commission for Gambling and Liquor Regulation and business licences. The withdrawal, suspension or non-renewal of any approvals and/or licences, or the imposition of any penalties, as a result of any infringement or non-compliance with any laws, rules or regulations applicable to the Properties, will have an adverse impact on the businesses at the Properties and their results of operations. Further, any changes in such laws, rules and regulations may also impact the businesses at the Properties and may result in higher costs of compliance. Any failure to comply with new or revised laws, rules and regulations could result in the imposition of fi nes or other penalties by the relevant authorities. This could have an adverse impact on the revenue and profi ts of the Properties or otherwise adversely affect their operations. There can be no assurance that the tourism promotion authorities in Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia will succeed in increasing tourism receipts or that such success, if any, will improve the financial performance of FHT. The fi nancial performance of the Properties may be affected by the tourism industry in the respective countries. In this regard, there can be no assurance that the initiatives taken by the tourism promotion authorities in Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia to increase tourism receipts will be successful. Even if these initiatives are successful, it is not certain that an increase in tourism receipts would lead to a corresponding increase in the number of visitors or the length of their stay. Furthermore, an increase in the number of visitors or the length of their stay may not result in an increase in the revenues or Gross Operating Profi ts of the Properties, or an increase in rental payments received by FHT. 65

84 RISKS RELATING TO INVESTING IN REAL ESTATE FHT may be adversely affected by the illiquidity of its real estate investments. FHT s investment strategy is to invest principally in hospitality and hospitality-related real estate which entails a higher level of risk as compared to a portfolio which has a diverse range of investments. Real estate investments, particularly investments in high value properties such as those in which FHT has invested in and/or intends to invest in, are relatively illiquid. Such illiquidity may affect FHT s ability to vary its investment portfolio or liquidate part of its assets in response to changes in economic, real estate market or other conditions. For instance, FHT may be unable to sell its properties on short notice or may be forced to give a substantial reduction in the price that may otherwise be sought for such properties, to ensure a quick sale. Moreover, FHT may face diffi culties in securing timely and commercially favourable fi nancing in asset-based lending transactions secured by real estate due to the illiquid nature of real estate assets. These factors could have an adverse effect on FHT s fi nancial condition and results of operations, with a consequential adverse effect on FHT s ability to make regular and stable distributions to Stapled Securityholders. The properties owned by FHT or a part of them may be acquired compulsorily by the respective governments in the countries in which such properties are located. The Properties are currently located in Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia. Under the laws and regulations of each country, there are various circumstances under which the respective governments of each country are empowered to acquire some of the Properties. In the event that the compensation paid for the compulsory acquisition of the Property is less than the market value of the Property, such compulsory acquisitions would have an adverse effect on the gross revenue of FHT and the value of its asset portfolio. FHT may in future acquire hospitality and hospitality-related assets located in other countries. The laws of these countries may also provide for a right by the governments of these countries to compulsorily acquire any land or property with no compensation to the owner, or for compensation below market value. Such compulsory acquisitions would have an adverse effect on the revenue, results of operations and value of FHT s asset portfolio. As an example, pursuant to the provisions of the applicable legislation (including the Land Acquisition Act 1960), the Government of Malaysia has the power to compulsorily acquire any land in Malaysia for public interest considerations. In the event of any compulsory acquisition of property in Malaysia, the amount of compensation to be awarded is based on the market value of a property and is assessed on the basis prescribed in the Land Acquisition Act 1960 and other relevant laws. If The Westin Kuala Lumpur were acquired compulsorily by the Government of Malaysia, the level of compensation paid to the Malaysian SPV might be less than the price which the Malaysian SPV paid for such property or less than the market price of such property upon its sale in the open market or that the compensation received may be insuffi cient to pay off the Class A Senior MTNs, Class B Junior MTNs and Class C Junior MTNs issued by the Malaysian SPV under the medium term notes programme of up to MYR75 million. Such compulsory acquisition could have an adverse effect on the fi nancial condition, results of operations and prospects of FHT and in turn, its ability to make distributions to Stapled Securityholders. There may also be a delay between the compulsory acquisition and the payment of compensation, and this may also have an adverse effect on FH-REIT s cash fl ow position. FHT s ability to make distributions to Stapled Securityholders may be adversely affected by increases in its property expenses and other operating expenses. FHT s ability to make distributions to Stapled Securityholders could be adversely affected if property expenses and other operating expenses increase (save for such expenses which FHT is not responsible for pursuant to the Master Lease and Lease Agreement) without a corresponding increase in revenue. 66

85 Factors which could increase property expenses and operating expenses include: increase in property tax assessments and other statutory charges; change in statutory laws, regulations or government policies which increase the cost of compliance with such laws, regulations or policies; change in direct or indirect tax policies; increase in sub-contracted service costs; increase in labour costs; increase in repair and maintenance costs; increase in cost of utilities; increase in insurance premiums; increase in the rate of infl ation; and defects affecting, or environmental pollution in connection with, the Properties that need to be rectifi ed, leading to unforeseen capital expenditure. The gross revenue earned from the Properties and the value of the Properties may be adversely affected by a number of factors. The gross revenue earned from the Properties and the value of the Properties may be adversely affected by a number of factors, including, but not limited to: FHT s ability to collect rent from the Master Lessees and Tenant on a timely basis or at all; the amount and extent to which FHT is required to grant rental rebates to the Master Lessees and Tenant; defects affecting the Properties which could affect the operations of the Hotel Managers, the Serviced Residence Operators or the Hotel Operator resulting in the inability of the Master Lessees and Tenant to make timely payment of rent or at all; the sub-lessees or operators seeking the protection of bankruptcy or insolvency laws which could result in delays in the receipt of rent payments, inability to collect rental income, or delays in the termination of the lease, or which could hinder or delay the re-letting of the space in question or the sale of the relevant property; the local and international economic climate and real estate market conditions (such as oversupply of, or reduced demand for space, changes in market rental rates and operating expenses for the Properties); vacancies following the expiry or termination of leases (with or without cause) that lead to reduced occupancy rates; terms agreed under new master leases (or sub-leases) and tenancies being less favourable than those under current master leases (or sub-leases) or tenancies; the Managers ability to provide adequate management and maintenance or to purchase or put in place adequate insurance; competition from other hotels for customers; 67

86 changes in laws and governmental regulations in relation to real estate, including those governing usage, zoning, taxes and government charges. Such revisions may lead to an increase in management expenses or unforeseen capital expenditure to ensure compliance. Rights related to the Properties may also be restricted by legislative actions, such as revisions to the laws relating to building standards or town planning laws, or the enactment of new laws related to condemnation and redevelopment; and acts of God, wars, terrorist attacks, riots, civil commotions, widespread or outbreaks of communicable diseases, natural disasters and other events beyond the control of the Managers. 68

87 RISKS RELATING TO AN INVESTMENT IN THE STAPLED SECURITIES The purchase of the Stapled Securities involves certain risks. The purchase of the Stapled Securities involves certain risks including market risk, interest rate risk, foreign exchange risk, credit risk and liquidity risk. Investors should ensure that they fully understand the nature of all these risks before making a decision to invest in the Stapled Securities. This Offer Information Statement is not and does not purport to be investment advice. Investors should conduct such independent investigation and analysis regarding the Stapled Securities as they deem appropriate. Investors should also consult their own legal, tax, accounting, fi nancial and other professional advisers to assist them in determining the suitability of the Stapled Securities for them as an investment. Investors should make an investment only after they have determined that such investment is suitable for their fi nancial investment objectives. Investors should consider carefully whether the Stapled Securities are suitable for them in light of their experience, objectives, fi nancial position and other relevant circumstances. Activities carried out by FH-BT may affect the returns of FHT. As FH-BT is envisaged to be activated to be the master lessee of the Melbourne Property, it faces additional risks including, but not limited to, material losses suffered as a result of business or commercial risks, downturns in the relevant economies or markets, a lack of demand for its products and services and an inability to compete effectively against other competitors. Should FH-BT suffer losses, or should its relative returns based on criteria such as capital or equity employed be lower than that of FH-REIT, the returns of FHT may be adversely affected since such returns comprise an aggregate of returns from both FH-REIT and FH-BT. Such risks will be different from the risk profi le of FHT as at the Listing Date, which is essentially that of a property owner deriving mainly rental income from the Master Lessees and Tenant. Fluctuation of the AUD, the GBP, EUR, the Japanese Yen, MYR and currencies of other countries could adversely affect the value of distributions paid in respect of the Stapled Securities. Since the income and profi t of FHT from its foreign assets are denominated in AUD, EUR, GBP, JPY, MYR and such other currencies of the countries in which FHT s assets are located now or may be located in the future, any fl uctuation in the value of these currencies may adversely affect the value of distributions paid in respect of FHT in SGD. For instance, as the UK Properties constitute a signifi cant portion of the Properties, its earnings and cash fl ow position (including its NAV per Stapled Security) may be adversely affected if the GBP weakens against the SGD. The capital value of FHT s foreign properties may also be adversely affected by the fl uctuation of the AUD, EUR, GBP, JPY, MYR and such other currencies of the countries in which FH-REIT s assets may be located. The actual performance of FHT and the Properties could differ materially from the forward-looking statements in this Offer Information Statement. This Offer Information Statement contains forward-looking statements regarding, among others, forecast distribution levels for the Forecast Period. These forward-looking statements are based on a number of assumptions which are subject to uncertainties and contingencies which are outside of the Managers control. (See Appendix B of this Offer Information Statement for further details.) FHT s revenue is dependent on a number of factors including the receipt of rent from FHT s properties. This may adversely affect FHT s ability to achieve the forecast distributions as events and circumstances assumed may not occur as expected, or events and circumstances may arise which are not anticipated. No assurance is given that the assumptions will be realised and the actual distributions will be as those forecast and set out in the Profi t Forecast set out in this Offer Information Statement. 69

88 The Pro Forma Financial Information contained in this Offer Information Statement is not necessarily indicative of the future performance of FHT. The pro forma fi nancial information contained in this Offer Information Statement is not necessarily indicative of the future performance of FHT. (See the Section entitled Pro Forma Financial Information for further details.) This will make it more diffi cult for investors to assess FHT s likely future performance. There is no assurance that FHT s properties will be able to generate suffi cient revenue for FHT to make distributions to Stapled Securityholders or that such distributions will be in line with those set out in the Profi t Forecast set out in this Offer Information Statement. The Stapled Securities may be subsequently unstapled. The Stapled Securities may be unstapled for various reasons as set out in the Stapling Deed. In particular, the Stapled Securityholders may, for various reasons, decide that the Stapled Securities should be unstapled, subject to the Deeds and any relevant legislation. In the event that unstapling (as defi ned herein) should occur, the structure of FHT may be undermined and there may be ramifi cations and adverse effects to Stapled Securityholders. As the letter of eligibility issued by the SGX-ST to FHT for the listing and quotation on the Mainboard of the SGX-ST was in relation to the Stapled Securities and did not extend to the listing and quotation of the individual components of the Stapled Securities, being FH-REIT Units and FH-BT Units, upon unstapling, the Stapled Securities will be de-listed from the SGX- ST. As a result, investors ability to liquidate their investments in FH-REIT Units and/or FH-BT Units in response to changes in economic, real estate market or other conditions may be adversely affected and the realisable value of FH-REIT Units and FH-BT Units may be less than their fair values. The market price of the Stapled Securities may be adversely affected by a sale or possible sale of a substantial number of Stapled Securities by FCL Group, TCCG or other Stapled Securityholders who hold significant stakes in the public market. As at the Latest Practicable Date, FHT has 1,379,841,506 issued Stapled Securities of which 21.6% of the total number of Stapled Securities in issue is held by the FCL Group and 38.8% is held by TCCG. If any of FCL Group or TCCG or any other Stapled Securityholders who hold signifi cant stakes in FHT sells or is perceived as intending to sell a substantial amount of its Stapled Securities, or if a secondary offering of the Stapled Securities is undertaken in connection with an additional listing on another securities exchange, the market price for the Stapled Securities could be adversely affected. The NAV per Stapled Security may be diluted if further issues are priced below the then current NAV per Stapled Security. New Stapled Securities may be issued at a subscription price at or below the then current NAV per Stapled Security. The distribution per Stapled Security may be diluted if new Stapled Securities are issued and the use of proceeds from such issue of Stapled Securities generates insuffi cient cash fl ow to cover the dilution. Where new Stapled Securities, including Stapled Securities which may be issued to the REIT Manager or other asset managers in payment of their fees, are issued at less than the NAV per Stapled Security, the NAV of each existing Stapled Security may be diluted. FHT may be affected by the introduction of new or revised legislation, regulations, guidelines or directives affecting business trusts registered with the MAS ( Registered Business Trusts ) and/or REITs. FHT may be affected by the introduction of new or revised legislation, regulations, guidelines or directives affecting Registered Business Trusts and/or REITs. There is no assurance that new or revised legislation, regulations, guidelines or directives will not adversely affect Registered Business Trusts in general, REITs in general or FHT specifi cally. 70

89 FHT may be unable to comply with the terms of the Tax Transparency Ruling and the Foreign Sourced Income Tax Exemption Rulings (collectively, the Tax Rulings ), or the Tax Rulings may be revoked or amended. FH-REIT and the Singapore Subsidiaries (as defi ned herein) have obtained the Tax Rulings from the Inland Revenue Authority of Singapore ( IRAS ) under which tax transparency in respect of the Specifi ed Taxable Income (as defi ned herein) and Singapore tax exemption on certain foreign-sourced trust distributions, interest income and dividend income received by FH-REIT and Singapore Subsidiaries have been granted on stipulated terms and conditions. The Tax Rulings are subject to FH-REIT and the Singapore Subsidiaries satisfying the stipulated conditions. They may also be revoked either in part or in whole or the terms may be reviewed and amended by the IRAS at any time. Further, the Tax Rulings are granted based on the facts represented to the IRAS and where such facts turn out to be different from those represented to the IRAS, or where there is a subsequent change in the tax laws or interpretation thereof, the Tax Rulings may not apply. If either or both of the Tax Rulings are revoked or if FH-REIT is unable to comply with the terms thereof, the tax transparency or exemption may not apply, in which case, FHT s tax liability may be affected which in turn could affect the amount of distributions made to Stapled Securityholders. Foreign Stapled Securityholders may not be permitted to participate in future rights issues and preferential offerings by FHT. The FH-REIT Trust Deed and the FH-BT Trust Deed provide that in relation to any rights issue, the Managers may, in their absolute discretion, elect not to extend an offer of the Stapled Securities under a rights issue or preferential offering to those Stapled Securityholders whose addresses, as registered with CDP, are outside of Singapore. The rights or entitlements to the Stapled Securities to which such Stapled Securityholders would have been entitled will be offered for sale and sold in such manner, at such price and on such other terms and conditions as the Managers may determine, subject to such other terms and conditions as the REIT Trustee and the Trustee-Manager may impose. The proceeds of any such sale, if successful, will be paid to the Stapled Securityholders whose rights or entitlements have been so sold, provided that where such proceeds payable to the relevant Stapled Securityholders are less than S$10.00, the Managers are entitled to retain such proceeds as part of the FH-REIT Deposited Property and the FH-BT Trust Property respectively. The holding of the relevant Stapled Securityholder may be diluted as a result of such non-participation or not being able to participate in any rights issue or preferential offering. FHT s distribution policy may cause FHT to face liquidity constraints. FH-REIT is required by the Tax Transparency Ruling to distribute at least 90.0% of its Specifi ed Taxable Income. If FH-REIT s Specifi ed Taxable Income is greater than its cash fl ow from operations, there may be liquidity constraints and it may have to borrow to meet on-going cash fl ow requirements in order to distribute at least 90.0% of its Specifi ed Taxable Income since it may not have any reserves to draw on. FH-REIT s ability to borrow is, however, limited by the Property Funds Appendix. Failure to make distributions would result in a breach of the terms of the Tax Transparency Ruling and the REIT Trustee would be liable to pay income tax on its Specifi ed Taxable Income. Should FH-BT be active and profi table, the declaration and payment of distributions by FH-BT will be at the sole discretion of the Trustee- Manager Board. FH-BT is not compulsorily required to make any distributions to Stapled Securityholders. If any such distributions are made to Stapled Securityholders, FH-BT may have to borrow in order to meet outgoing cash fl ow requirements. FH-REIT may not be able to make distributions or the level of distributions may fall. The income which FH-REIT earns from its real estate investments depends on, among other factors, the amount of rental income received; and the level of property expenses and operating expenses incurred. 71

90 If the properties held by FH-REIT do not generate suffi cient income, FHT s cash fl ow and ability to make distributions to the Stapled Securityholders will be adversely affected. As such, FH-REIT is highly reliant on the continued good performance of its investments to maintain distributions. In addition, as FHT s investment in the Properties is through the entities held by FH-REIT, in order to make distributions to the Stapled Securityholders, FHT will rely on the receipt of dividends/distributions/ interest/shareholder s loan repayment (or other forms of repatriation), from the entities held by FH-REIT. There can be no assurance that FHT will have suffi cient distributable or realised profi ts or surplus in any future period to make distributions, pay interest, or make advances. The ability of the entities held by FHT to pay dividends/distributions, make interest payments and repay shareholder s loans may be affected by a number of factors including, among other things: their respective businesses and fi nancial positions; insuffi cient cash fl ows received from the assets; applicable laws and regulations, which may restrict the payment of dividends/distributions by the entities held by FHT; operating losses incurred by the entities held by FHT in any fi nancial year; changes in accounting standards, taxation laws and regulations, laws and regulations in respect of foreign exchange repatriation of funds, corporation laws and regulations relating thereto in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and/or Malaysia; trapped cash in the entities held by FHT (as a result of depreciation being a mandatory accounting expense under the applicable accounting standards), which cannot be effectively utilised; and the terms of agreements to which they are, or may become, a party. Further changes in the applicable laws in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and/or Malaysia may limit FHT s ability to pay or maintain distributions to the Stapled Securityholders. There is no assurance that the level of distributions to the Stapled Securityholders will not be adversely affected in the future. No assurance can be given as to FHT s ability to pay or maintain distributions. Neither is there any assurance that the level of distributions will increase over time, that there will be contractual increases in rent under the Master Lease and Lease Agreement or increases in the operating revenue of the Properties or that the receipt of rental or (as the case may be) operating revenue in connection with any expansion of the Properties or further acquisitions of assets will increase FHT s income available for distribution to Stapled Securityholders. Market and economic conditions may affect the market price and demand for the Stapled Securities. Movements in domestic and international securities markets, economic conditions, foreign exchange rates and interest rates may affect the market price of and demand for the Stapled Securities. For example, following the Brexit referendum held on 23 June 2016 where the United Kingdom voted to leave the European Union, it is expected that there will be a period of uncertainty and volatility in the international securities markets which could have an adverse impact on the market price of the Stapled Securities. An increase in market interest rates may have an adverse impact on the market price of the Stapled Securities if the annual yield on the price paid for the Stapled Securities gives investors a lower return as compared to other investments. Certain provisions of the Singapore Code on Take-overs and Mergers (the Take-over Code ) could have the effect of discouraging, delaying or preventing a merger or acquisition which could adversely affect the market price of the Stapled Securities. 72

91 Under the Take-over Code, an entity is required to make a mandatory offer for all the Stapled Securities not already held by it and/or parties acting in concert with it (as defi ned in the Take-over Code) in the event that an increase in the aggregate holdings of Stapled Securities of it and/or parties acting in concert with it results in the aggregate holdings of Stapled Securities crossing certain specifi ed thresholds. While the Take-over Code seeks to ensure an equality of treatment among the Stapled Securityholders, its provisions could substantially impede the ability of Stapled Securityholders to benefi t from a change in control and, as a result, may adversely affect the market price of the Stapled Securities and the ability to realise any potential change of control premium. Neither the REIT Manager nor the Trustee-Manager is obliged to redeem the Stapled Securities. Stapled Securityholders have no right to request either the REIT Manager or the Trustee-Manager to redeem their Stapled Securities while the Stapled Securities are listed on the SGX-ST. It is intended that Stapled Securityholders may only deal in their listed Stapled Securities through trading on the SGX-ST. There is no assurance that the Stapled Securities will remain listed on the SGX-ST and even if the Stapled Securities remain listed, there is no guarantee that there will be an active or liquid market for the Stapled Securities. Although it is intended that the Stapled Securities will remain listed on the SGX-ST, there is no guarantee of the continued listing of the Stapled Securities. Among other factors, FHT may not continue to satisfy the listing requirements of the SGX-ST. Accordingly, Stapled Securityholders will not be able to sell their Stapled Securities through trading on the SGX-ST if the Stapled Securities are no longer listed on the SGX-ST. Furthermore, even if the Stapled Securities remain listed on the SGX-ST, there is no guarantee that an active and liquid trading market for the Stapled Securities will continue to exist. Prospective Stapled Securityholders must be prepared to hold their Stapled Securities for an indefi nite length of time. The trading price of the Stapled Securities may be volatile. The trading price of the Stapled Securities will depend on many factors, including, but not limited to: the perceived prospects of the business and investments of FH-REIT and FH-BT (if any) and the hospitality and hospitality-related real estate markets in Singapore; differences between the actual fi nancial and operating results of FHT and those expected by investors and analysts; changes in analysts recommendations or projections; changes in general economic or market conditions; the market value of the assets of FHT; the perceived attractiveness of the Stapled Securities against those of other equity or debt securities, including those not in the real estate sector; the balance of buyers and sellers of the Stapled Securities; the size and liquidity of the Singapore REIT market from time to time; any changes from time to time to the regulatory system, including the tax system, both generally and specifi cally in relation to Singapore REITs and business trusts; the ability on the part of FH-REIT to implement successfully its investment and growth strategies; foreign exchange rates; and broad market fl uctuations, including increases in interest rates and weakness of the equity markets. 73

92 For these reasons, among others, Stapled Securities may trade at prices that are higher or lower than the NAV per Stapled Security. To the extent that FH-REIT retains operating cash fl ow for investment purposes, working capital requirements or other purposes, these retained funds, while increasing the value of its underlying assets, may not correspondingly increase the market price of the Stapled Securities. Any failure on the part of FHT to meet market expectations with regard to future earnings and cash distributions may adversely affect the market price for the Stapled Securities. Where new Stapled Securities are issued at less than the market price of Stapled Securities, the value of an investment in Stapled Securities may be affected. In addition, Stapled Securityholders who do not, or are not able to, participate in the new issuance of Stapled Securities may experience a dilution of their interest in FH-REIT. The Stapled Securities are not capital-safe products. There is no guarantee that Stapled Securityholders can realise a higher amount or even regain the principal amount invested. If FHT, FH-REIT or FH-BT is terminated or liquidated, investors may lose a part or all of their investment in the Stapled Securities. Third parties may be unable to recover claims brought against the Managers as the Managers are not entities with significant assets. Third parties, in particular, Stapled Securityholders, may in future have claims against the Managers in connection with the carrying on of their respective duties as manager of FH-REIT and trustee-manager of FH-BT (including in relation to the Transactions and this Offer Information Statement). Under the terms of the FH-REIT Trust Deed, the REIT Manager is indemnifi ed from the FH-REIT Deposited Property against any actions, costs, claims, damages, expenses or demands to which it may be put as the manager of FH-REIT unless occasioned by the fraud, gross negligence, wilful default or breach of the FH-REIT Trust Deed by the REIT Manager. In the event of any such fraud, gross negligence, wilful default or breach, only the assets of the REIT Manager itself and not the FH-REIT Deposited Property would be available to satisfy a claim. Under the terms of the FH-BT Trust Deed, the Trustee-Manager is indemnifi ed from the FH-BT Trust Property against any actions, costs, claims, damages, expenses or demands to which it may be put as the trustee-manager of FH-BT unless occasioned by the fraud, wilful default, breach of trust or where the Trustee-Manager fails to exercise the degree of care and diligence required of a trustee-manager of a registered business trust under the BTA ( Due Care ). In the event of any such fraud, wilful default, breach of trust or failure to exercise Due Care, only the assets of the Trustee-Manager itself and not the FH-BT Trust Property would be available to satisfy a claim. 74

93 GENERAL RISKS RELATING TO SINGAPORE, AUSTRALIA, GERMANY, THE NETHERLANDS, THE UNITED KINGDOM, JERSEY, JAPAN AND MALAYSIA FHT may be exposed to risks associated with changes to laws and policies in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and Malaysia. FHT currently invests, directly or indirectly, in properties located in Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia and holds certain Properties through Jersey and Dutch companies. It will therefore be subject to foreign real estate laws, securities laws, tax laws, any applicable laws relating to foreign exchange and related policies, and any unexpected changes to the same. There can be no assurance that FHT s investments will not be negatively impacted as a result of measures and policies adopted by the relevant foreign governments and authorities at the local and national levels, including the imposition of foreign exchange restrictions. There can also be no assurance that FHT will be able to repatriate the income and gains derived from its investments and other assets in these foreign countries to Singapore. It may also be diffi cult to obtain legal protection and recourse in some countries. FHT is exposed to the risks associated with changes in the Japanese tax laws. The legal and regulatory framework governing TMKs (as defi ned herein) continues to evolve and be reviewed by lawmakers and regulators. Additionally, the Japanese taxation system is undergoing signifi cant changes as part of reform measures designed to stimulate the overall economy in Japan. These and other factors could lead to unanticipated changes in the tax laws and regulations relating to TMKs, which may signifi cantly increase the tax burden of Kobe Excellence TMK for any fi scal period and, consequently, reduce the amounts of distribution that FHT may make to Stapled Securityholders. In addition, the application of the reduced withholding tax rates under the Singapore-Japan Avoidance of Double Taxation Agreement ( Singapore- Japan DTA ) on interest and/or dividend income received by the relevant Singapore subsidiaries of FHT is subject to certain conditions. These include the requirement for the recipient of such income to be the benefi cial owner of the income and to be a tax resident of Singapore. Under the Singapore-Japan DTA, the optimal withholding tax rate on interest and dividends is 10.0% and 5.0% respectively, while the domestic withholding tax rate on both interest and dividends is 20.0% (from 1 January 2013, for a period of 25 years, a 2.1% surtax will be imposed and this will increase the withholding tax rate to 20.42%). There can therefore be no assurance that the relevant Singapore subsidiaries of FHT will, on an on-going basis, be able to meet the requisite conditions to benefi t from the reduced withholding tax rates provided under the Singapore-Japan DTA. Where the reduced withholding tax rates are not applicable, this would reduce FHT s income, which may in turn adversely affect the amount available for distribution to Stapled Securityholders. Further, FHT may be exposed to the risks associated with the changes to laws and policies in other countries (besides Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and Malaysia) which it may invest in, in the future. FHT may be exposed to various types of taxes in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and Malaysia. The income and gains derived by FHT, directly or indirectly, from its Properties may be exposed to various types of taxes in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and Malaysia. These include but are not limited to income tax, withholding tax, capital gains tax and other taxes specifi cally imposed for the ownership of such assets. While the Managers intend to manage the taxation in each of these countries effi ciently, there can be no assurance that the desired tax outcome will necessarily be achieved. In addition, the level of taxation in each of these countries is subject to changes in laws and regulations and such changes, if any, may lead to an increase in tax rates or the introduction of new taxes. All these factors may adversely affect the level of distributions paid to Stapled Securityholders. 75

94 The laws, regulations and accounting standards in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and Malaysia. FHT may be affected by the introduction of new or revised legislation, regulations or accounting standards. Accounting standards in Singapore, Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan and Malaysia are subject to change as these accounting standards are further aligned with international accounting standards. The fi nancial statements of FHT may be affected by the introduction of such revised accounting standards. The extent and timing of these changes in accounting standards are unknown and subject to confi rmation by the relevant authorities. There is no assurance that these changes will not: have a signifi cant impact on the presentation of FHT s fi nancial statements; have a signifi cant impact on FHT s results of operations; have an adverse effect on the ability of FHT to make distributions to Stapled Securityholders; have an adverse effect on the ability of the Managers to carry out FHT s investment mandate; and/ or have an adverse effect on the business, fi nancial condition, results of operations and prospects of FHT. FHT may be exposed to the risks associated with the political and economic conditions in Singapore, Australia, Germany, the United Kingdom, Japan, Malaysia and other countries which it may invest in or countries through which it holds its investments. FHT currently invests, directly or indirectly, in properties located in Singapore, Australia, Germany, the United Kingdom, Japan and Malaysia. Therefore, FHT s fi nancial position and the results of its operations will be affected by the general state of the economy in these countries and changes in their political environments. FHT has limited control over any of these factors. The Japanese economy has also experienced considerable volatility in recent times, and there can be no assurance that such volatility will not occur in the future, which could have a material adverse effect on the business, fi nancial condition, results of operations and prospects of FHT. The value of the Properties may be adversely affected by future policies of these foreign governments, an economic downturn in these countries, including a slowdown of gross domestic product growth, reduced level of employment, infl ation, changes in interest rates, political upheavals, natural disasters, insurgency movements, riots, local laws and external tensions with neighbouring countries. Foreign currencies may be subject to exchange controls. There can be no assurance that the Australian, German, the Netherlands, United Kingdom, Jersey, Japanese or Malaysian government will not impose restrictive or other exchange controls. Any imposition, variation or removal of exchange controls may adversely affect the value of the Stapled Securities or FH-REIT s ability to repatriate the proceeds of any distributions out of Australia, Germany, the Netherlands, the United Kingdom, Jersey, Japan or Malaysia (as the case may be). 76

95 RISKS RELATING TO AUSTRALIA Investments by FHT may be subject to Australia s foreign investment regime. Whilst the following provides a summary of Australia s foreign investment regime and circumstances when acquisition of Stapled Securities may require prior notifi cation to the Foreign Investment Review Board, separate legal advice should be sought in each circumstance and this general summary must not be relied upon as legal advice as to whether notifi cation is or is not required. Australia s foreign investment regime may apply to subsequent acquisitions of Australian land and some acquisitions in Australian corporations and trust estates by FHT. The Australian Treasury, through the Foreign Investment Review Board ( FIRB ) may be required to be notifi ed prior to such acquisitions being made. FIRB may issue a no objections notifi cation ( FIRB Approval ) (which may be given subject to conditions) if it is satisfi ed that the proposed action is not contrary to the national interest. If FIRB Approval is required and not given in relation to a proposed investment, FHT must not proceed with that investment. In this regard, although FHT obtained FIRB Approval for its acquisitions of Novotel Rockford Darling Harbour, Fraser Suites Sydney and Sofi tel Sydney Wentworth (the Australian Properties ), there can be no assurance that FHT will defi nitely be able to obtain any required FIRB Approval in the future. If future FIRB Approvals are required but not obtained, both civil and criminal penalties (including disposal orders) may apply and there may be an adverse effect on the business, fi nancial condition, results of operations and prospects of FHT and, in turn, its ability to make distributions to Stapled Securityholders. Investments in FHT may be subject to Australia s foreign investment regime. Investors who are foreign persons as defi ned under the Foreign Acquisitions and Takeovers Act 1975 (Cth) ( FATA ) that acquire Stapled Securities are required to notify and receive FIRB Approval prior to the proposed acquisition if: (a) (b) either FH-REIT or FH-BT is considered to be an Australian Land Trust at the time of acquisition of Stapled Securities (as further considered below); and if: (i) (ii) the investor is a foreign government investor as defi ned under FATA or its associated regulations; or the value of the acquisition is greater than AUD $55 million in relation to land fi tted out for a sensitive business, AUD $252 million in relation to land not fi tted out for a sensitive business or the higher threshold of AUD$1,094 million if the investor is an agreement country investor ) (these amounts are indexed annually), subject to any applicable exemptions. An investor may be exempt from seeking prior FIRB approval if: (a) after the acquisition, the foreign person, alone or together with one or more associates, holds an interest of less than 10% in FHT and the foreign person is not in a position: (i) (ii) to infl uence or participate in the central management and control of FHT; or to infl uence, participate in or determine the policy of FHT; or (b) all of the following apply: (i) after the acquisition, the foreign person, alone or together with one or more associates holds an interest of less than 5% in FHT; 77

96 (ii) the foreign person is not in a position to: (A) (B) infl uence or participate in the central management and control of FHT; or infl uence, participate in or determine the policy of FHT; (iii) (iv) (v) there are at least 100 holders of securities in FHT; FHT carries on a business that does not include investing directly or indirectly in established residential dwellings; and FHT is not listed on a recognised stock exchange. Based on the FHT Financial Statements, as at 30 June 2016, the value of the Australian assets comprised 20.4% of the aggregate value of the properties in the Existing Portfolio. Following the Proposed Acquisitions, based on the Total Purchase Consideration of A$237.0 million for the Proposed Acquisitions, the value of the Australian assets is expected to increase to approximately 29.1% 1 of the aggregate value of the properties in the Enlarged Portfolio as at 30 June It is not envisaged that the value of FH-BT s interests in Australian land will exceed 50% of the total value of its assets and accordingly FH-BT is not expected to be an Australian Land Trust. As FH-REIT and FH-BT s interests in Australian land will be less than 50% of its total assets, FHT is not expected to be considered an Australian Land Trust following the Proposed Acquisitions. If, contrary to the above, FH-BT is considered to be an Australian Land Trust, each foreign person as defi ned under FATA acquiring a Stapled Security in FHT may need to obtain FIRB Approval in the circumstances set out above. If either FH-REIT or FH-BT becomes an Australian Land Trust in the future, because of a change in the portfolio of hotels and serviced residences in FH-REIT or FH-BT and/or a change in their future market values, this should not have any impact on FHT s fi nancial performance. However, if either FH-REIT or FH-BT becomes an Australian Land Trust in the future, this would have an adverse effect on the price and/or liquidity of the Stapled Securities, as prospective buyers may factor into their buying and pricing decisions the possibility that any purchase of Stapled Securities on the secondary market may then require FIRB Approval. FH-REIT is exposed to the risks relating to the Australian taxation regime. In Australia, a public unit trust (e.g. trusts benefi cially owned by listed trusts) will be taxed as a company where the trust does not engage in wholly eligible investment business at any time during an income year. Furthermore, where the public unit trust also qualifi es as a managed investment trust ( MIT ), the public unit trust will lose its MIT status if it does not engage in wholly eligible investment business at any time during an income year. This is an annual test. While FH-REIT may seek professional advice to ensure that its relevant Australian unit trusts should only engage in wholly eligible investment business, there is no assurance that the Australian Taxation Offi ce will not take a different view. Further, Australia is going through a period of signifi cant tax reform. On 30 March 2015, the Australian Government released a tax discussion paper to consider major reforms to Australia s tax system. The tax reform process may result in changes to tax legislation which may adversely impact the acquisition and holding structure which FH-REIT has adopted in relation to its Australian Properties. FH-REIT is exposed to the risks relating to the uncertainties and changes in the Australian taxation regime, and in the event that there are new developments which affect its holding structure of the Australian Properties, there may be an adverse effect on the business, fi nancial condition, results of operations and prospects of FH-REIT. In addition, certain areas of the Australian taxation regime are the subject of on-going consultation and review. It is possible that new legislation may be introduced in connection with these consultations or reviews. Until new legislation is introduced, it is unclear how any potential change would impact FH-REIT. 1 Based on an assumed exchange rate of A$1.00 : S$

97 Currently, to qualify as an MIT and to enjoy preferential Australian withholding tax rates, there are several conditions that must be met and among other requirements, no individual (who is not a resident of Australia) can directly or indirectly hold, control or have the right to acquire an interest of 10.0% or more in FH-REIT (and therefore, MIT Australia) at any time during the income year. As there are no stipulated limits on how many Stapled Securities an investor may acquire, FH-REIT will monitor investor percentage holdings to determine whether this requirement is met in respect of each year in which MIT Australia wishes to qualify as an MIT. Where MIT Australia does not qualify for MIT treatment, the distributions would be subject to Australian tax at 30.0% (where the unitholder is a company) or 47.0% 1 (where the unitholder is a trust). This will have an adverse impact on the income of FHT which will in turn impact the income available for distribution to the Stapled Securityholders. 1 The tax rate for distributions to a unitholder which is a trust has temporarily increased from 45.0% to 47.0% for the income tax years 2015 to 2017 due to an additional 2% budget repair levy for these three years. 79

98 RISKS RELATING TO GERMANY FHT may be exposed to risks associated with exchange rate fluctuations and changes in foreign exchange regulations. The revenue received or to be received from Maritim Hotel Dresden is in EUR. The EUR ha s to be converted into SGD for the distribution payments at FHT s level. Accordingly, FHT is exposed to risks associated with exchange rate fl uctuations which may adversely affect FHT s results of operations. The value of Euros against foreign currencies fl uctuates and is affected by changes in Participating Member States and international political and economic conditions and by many other factors. FHT may be exposed to risks associated with changes in foreign direct investment regulations. Foreign investors are in general subject to the same conditions as their German counterparts in obtaining operating licenses, securing building permits and obtaining approval for investment incentives, provided that there may be indirect restrictions on investment (e.g. the requirement to have a German resident proxy) that as a legal or practical matter do not apply to German or EU based counterparts. German law does not currently provide for any permanent currency or administrative controls on foreign investments. However, according to sec. 4 of the German Foreign Trade and Payments Act (Außenwirtschaftsgesetz), under certain circumstances, foreign trade, payments transactions and legal transactions can be restricted and obligations to act can be imposed by ordinance (for example, in order to guarantee the essential security interests of the Federal Republic of Germany or to prevent a substantial disturbance to the foreign relations of the Federal Republic of Germany). Should such a restriction be imposed in relation to Singapore, the transfer of payments such as dividends and interest from inter-company loans to FHT could be impeded. Moreover, pursuant to sec. 5 of the German Foreign Trade and Payments Act, the (direct or indirect) acquisition of German undertakings by an acquirer from outside the European Union can be subjected to a review from a national security and public order perspective. Also, German law does provide for merger-control proceedings for the sale and purchase of undertakings (or parts thereof) and assets, subject to certain materiality thresholds. Furthermore, according to Article 86 of the Introductory Act to the Civil Code (Einführungsgesetzzum BGB) the government of the Federal Republic of Germany is entitled to restrict the acquisition of rights by foreigners or foreign legal entities by way of an approval requirement, if German and domestic legal entities are limited in the relevant State in the acquisition of rights and foreign policy reasons require such restriction. This does not apply to foreigners or foreign entities from member states of the European Union. However, it is not clear in German law literature whether this exception applies to foreign entities from member states of the European Union which are held by non-european Union entities. Should such approval requirements be imposed, while it would not affect transactions that have already been completed at the time of the instruction of such requirement, this may adversely affect the ability of FHT to make future acquisitions in Germany. Furthermore, restriction of capital movements (e.g. incoming rents) as a result of an embargo relating to certain areas, entities or persons may apply as a result of applicable resolutions adopted by the United Nations and the European Union. There is no assurance that the government of the Federal Republic of Germany will not introduce additional measures to restrict foreign direct investment in Germany, or that the United Nations and the European Union will not adopt resolutions which have a similar effect. The introduction of such new measures may materially and adversely affect FHT s business, fi nancial condition and results of operations. 80

99 FHT s Property may be acquired compulsorily. Article 14 of the German constitution (Grundgesetz) permits the promulgation of federal and state law on the compulsory acquisition of property by German authorities. The expropriation of real estate must be in accordance with purposes fi xed by law, and appropriate compensation must be made. Expropriation is allowed in accordance with different laws for different public purposes (for example, infrastructure measures for new roads, high speed railway lines, airports, energy routes or atomic power stations, nature and landscape protection, monument protection, protection of water resources or fl ood prevention). The market value of a property (or part thereof) which is acquired by the German government may be less than the price which FHT paid for the property. FHT may suffer higher German taxes if it is regarded as having a permanent establishment in Germany. Currently, FHT is not regarded as having any permanent establishment in Germany. If FHT is considered as having a permanent establishment in Germany due to its acquisition of Maritim Hotel Dresden, income or gains accruing from that property may be subject to additional German taxes, and consequentially may have a material adverse impact on distributions to be made by FHT. 81

100 RISKS RELATING TO THE UNITED KINGDOM FH-REIT is exposed to general property risks in the United Kingdom. FH-REIT, as the owner of the properties in the United Kingdom, is subject to risks generally affecting interests and investments in real property in the United Kingdom, including: changes in general political and economic conditions or in specifi c industry segments; declines in property values; changes in valuation yields due to relative attractiveness of property as an asset class; variations in supply of and demand for commercial, industrial, retail and other space (or commercial, industrial, retail and other space of a particular type); obsolescence of properties; declines in rental or occupancy rates; increases in interest rates; changes in rental terms (including the tenants responsibility for operating expenses); fl uctuations in the availability of fi nancing for the acquisition of properties; changes in governmental rules, regulations and fi scal and other policies; war; terrorism (in particular, this risk is relevant to certain areas where FH-REIT has a high concentration of assets, such as Central London) and acts of God (where not covered by insurance); changes to the United Kingdom taxation regime in relation to property, in particular, but not limited to, stamp duty land tax; and other factors which are beyond the control of FH- REIT, all of which may affect occupancy and/or valuation levels. There can be no absolute assurance that the investigations of title would have identified all the factors affecting title to the Properties in the United Kingdom. There is a risk that there may be factors concerning the title to the Properties in the United Kingdom which would, if known, affect their market value. In order to mitigate this risk, the procedures described below had been undertaken. The Properties in the United Kingdom had, prior to the Listing Date, been the subject of a due diligence investigation carried out in order to prepare reports or certifi cates of title in a form recognisable and generally accepted within the legal profession to evidence and certify thorough title investigations. The certifi cates or reports of title address the quality of the title of such Properties on the basis of a review of the title documents together with usual conveyancing searches and enquiries detailed in the certifi cates or reports of title. However, notwithstanding the above, there can be no absolute assurance that such procedures had identified all relevant factors relating to title. Adjoining owners may be planning alterations not disclosed or revealed by searches and certain over-riding interests are protected and will bind FH-REIT notwithstanding they are not disclosed on the registered title. This would not lead to doubt as to ownership but could mean that the value of the interests owned was reduced or that they were less attractive to potential customers. This could reduce the value of the interest held by FH-REIT or the Variable Rent payable under the Master Lease and Lease Agreement. The United Kingdom has a system of registration of the ownership of title (both freehold and leaseholds other than leaseholds for less than seven years) as well as certain other real property-related rights, restrictions and covenants. It also provides for registration of security taken over land interests. A registered title is therefore guaranteed. In the event that a person suffers a loss because of a mistake or an omission from the register, they may be able to get compensation. Nevertheless, registration detail is not exhaustive and there are a limited number of rights or restrictions which might not have been revealed by title investigations which (by contract or otherwise) may bind or benefi t the property or its ownership and may impact upon its value or interfere with its use. These are relatively limited and are generally of a nature that would be apparent on a thorough inspection of the property (such as the rights of a short term tenant in occupation or rights claimed by a person in occupation) and a confi rmation had been obtained that no knowledge of such interests exist. Nothing had been disclosed in the due diligence investigation that would lead the Manager to believe such rights exist save the fact that it is known that there are numerous short term occupiers of the serviced apartments. Based on the due diligence investigations, the Managers do not believe that such occupiers claim any rights other than their short term occupancy. 82

101 In the unlikely event a right existed in favour of a person in occupation, this might restrict the use of the property reducing its value or compromising the business carried on at the property. This could reduce the value of the interest held by FH-REIT or the Variable Rent payable under the Master Lease and Lease Agreement. The laws of Scotland may change in the future. The Properties located in Scotland are principally subject to the laws and regulations of Scotland, including those relating to health and safety, the environment and property generally. A referendum in respect of Scottish independence from the United Kingdom was held on 18 September 2014 which failed to pass. While the referendum on Scottish independence held in 2014 failed to pass, following the Brexit referendum, there have been further discussions on a second referendum on Scottish independence. It is not clear what the effect of such independence (should it come to pass) will have on the regulatory and tax environment applicable to property in Scotland (if any). Accordingly, the current laws and regulations to which the Properties located in Scotland are subject could change signifi cantly in these circumstances which could potentially have an adverse effect on these Properties. There can be no assurance that changes in the relevant laws and regulations (if any) will not adversely affect the business and operations of the relevant Properties, and consequently, the fi nancial condition, results of operations and prospects of FH-REIT. 83

102 RISKS RELATING TO JAPAN The real property registration system in Japan may not accurately reflect the ownership of the real property-related title or right. Japan has a system of registering the ownership of real property (which includes land and buildings) as well as certain other real property-related rights, such as security rights over real property and easements, pursuant to which an unregistered owner of real property or an unregistered holder of certain other rights cannot assert its title or such rights against a third party. However, the real property register does not necessarily refl ect the true owner of the real property-related title or right. In practice, parties who plan to enter into a real property transaction usually rely upon the register, as it is generally the best indication of the true owner of the real property-related title or right. However, a party has no recourse to anyone but the seller if, relying on the register, it purchases the real property or a related right from a seller and the information contained in the register turns out to be incorrect. The purchaser may claim for damages against the seller pursuant to statutory warranties or contractual warranties, but, in general, cannot acquire the ownership of or title to the real property. In this regard, the validity of the acquisition of ANA Crowne Plaza by Kobe Excellence TMK could be challenged in cases where the relevant real property register had not, at the time of the said acquisition, properly refl ected the true and accurate ownership of ANA Crowne Plaza Kobe. Although based on the due diligence conducted prior to the Listing Date, the Managers had no reason to believe that Kobe Excellence TMK had imperfect title to ANA Crowne Plaza Kobe, any imperfection in relation to the title to ANA Crowne Plaza Kobe could have a material adverse effect on the business, fi nancial condition, results of operations and prospects of FH-REIT. Japan has experienced a number of major natural catastrophes over the years, most notably earthquakes which, if they were to recur, may materially disrupt and adversely affect the business and operations of ANA Crowne Plaza Kobe. Japan has experienced a number of earthquakes over the years, most notably the recent massive earthquake of 9.0 on the Richter scale which struck the eastern seaboard of Japan in March The widespread devastation of this massive earthquake was aggravated by the resulting tsunami and radioactive contamination from an affected nuclear plant. Similar natural catastrophes and disasters such as earthquakes and tsunamis may adversely affect the operations of ANA Crowne Plaza Kobe. These events may cause substantial structural and physical damage to ANA Crowne Plaza Kobe, resulting in the incurrence of expenses in order to repair the damage caused. Furthermore, such environmental conditions may result in a decreased demand for the services provided by ANA Crowne Plaza Kobe. This will affect the market value of ANA Crowne Plaza Kobe and may have an adverse effect on the results of operations of ANA Crowne Plaza Kobe. The environmental conditions may also cause disruptions, affect investments and result in various other adverse effects on the Japanese economy in general. This may lead to a decreased demand for the services provided by ANA Crowne Plaza Kobe, and the market value and results of operations of ANA Crowne Plaza Kobe may also be adversely and materially affected. This could materially and adversely affect the business and fi nancial conditions and the results of operations of FH-REIT. Kobe Excellence TMK may fail to satisfy the requirements for dividend distribution deduction and consequently incur higher tax costs in Japan. For a TMK to avail itself of the dividend distribution deduction tax treatment, there are several requirements that must be complied with under the Special Taxation Measures Law of Japan. One of the requirements for each fi scal year is that the TMK must distribute more than 90.0% of its distributable profi t (the TMK Distribution Requirement ). The TMK Distribution Requirement is based on the amount of profi t of the TMK before taxation as calculated for accounting purposes, with certain additional adjustments. Kobe Excellence TMK may bear excessive tax costs due to the differences between tax and accounting treatments, in which case Kobe Excellence TMK may not have suffi cient distributable profi t to declare the dividends necessary to satisfy the TMK Distribution Requirement. 84

103 If Kobe Excellence TMK fails to meet the TMK Distribution Requirement or any of the other requirements, it would not be able to deduct its dividend distributions from its taxable income as deductible expenses. Instead, Kobe Excellence TMK would have to make dividend distributions after its taxable income has been subject to Japanese corporate income tax at the regular rate. This will reduce the amount of distributions that FHT can make to the Stapled Securityholders. The Japanese tax authorities may also, from time to time, carry out tax audits to determine if the relevant Japanese tax laws and regulations have been fully complied with. If the tax audit determines that the dividend distribution deduction requirements are not fully satisfi ed, then deductions claimed in prior periods may be reclassifi ed as taxable income. In such a case, Kobe Excellence TMK s tax burden would be increased for the fi scal periods in which Kobe Excellence TMK recognises this additional taxable income. Consequently, the amount of profi ts distributable by Kobe Excellence TMK could be reduced signifi cantly, thereby adversely affecting the amount of distributions that FHT can make to the Stapled Securityholders. Th e success of Kobe Excellence TMK depends on the abilities of the Kobe Asset Manager, PAG Investment Management Limited to operate ANA Crowne Plaza Kobe. Kobe Excellence TMK depends on PAG Investment Management Limited, the Kobe Asset Manager, for the oversight of the day-to-day operations, and the administration and management and the monitoring of property management, of ANA Crowne Plaza Kobe. Kobe Excellence TMK also depends on third party property managers to run the day-to-day operations of ANA Crowne Plaza Kobe. Any failure by the Kobe Asset Manager and the third party property managers to properly manage the operations of ANA Crowne Plaza Kobe may adversely affect the underlying value of and/or income from ANA Crowne Plaza Kobe. Kobe Excellence TMK s dependence on third parties to conduct its business activities exposes it to potential risks. These third parties may not provide adequate services or may not remain in business. Further, if the Asset Management Agreement is terminated, Kobe Excellence TMK could face a substantial disruption to its operations and an increase in costs incurred for the management of ANA Crowne Plaza Kobe. Kobe Excellence TMK would also lose the benefi t of the extensive expertise and experience of the Kobe Asset Manager in managing and operating ANA Crowne Plaza Kobe. The Kobe Asset Manager owes Kobe Excellence TMK fi duciary duties under the Asset Management Agreement. However, potential conflicts of interest between the Kobe Asset Manager and Kobe Excellence TMK could adversely affect Kobe Excellence TMK through the Kobe Asset Manager s performance. Moreover, the Kobe Asset Manager may be retained as asset manager by other funds or entities. If the Kobe Asset Manager acts in its own interest or that of a third party, to the detriment of Kobe Excellence TMK, the fi nancial condition or results of operations of Kobe Excellence TMK could be adversely materially affected. Kobe Excellence TMK and the Kobe Asset Manager are subject to supervision by the Japanese regulatory authorities. Kobe Excellence TMK is subject to supervision by the Japanese regulatory authorities in particular under the Asset Liquidation Act of Japan (Act No. 105 of 1998, as amended) (the Asset Liquidation Act ). The Kobe Asset Manager is also subject to supervision by the Japanese regulatory authorities under various laws and regulations including the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended). In the event of any administrative order or other sanction being imposed on Kobe Excellence TMK or the Kobe Asset Manager as a result of any inappropriate action taken with respect to the management of ANA Crowne Plaza Kobe, the management of Kobe Excellence TMK and/or the Kobe Asset Manager could be adversely affected, and there could be harm to the reputation of all of FH-REIT, Kobe Excellence TMK and the Kobe Asset Manager, which could adversely affect the fi nancial condition, business, results of operations and prospects of FH-REIT. 85

104 ANA Crowne Plaza Kobe is subject to various environmental risks that may result in unanticipated costs. ANA Crowne Plaza Kobe is subject to various environmental laws, including those relating to soil contamination, health and hygiene, air pollution control, water pollution control, waste disposal and noise pollution control and storage of hazardous materials. For example, under the Soil Contamination Countermeasures Act of Japan (Act No. 53 of 2002, as amended) and related regulations, landowners in Japan are responsible for removal or remedy of several hazardous substances. The costs of removal or remediation of such substances could be substantial. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of hazardous substances. Furthermore, the owner of land contaminated by hazardous substances may be obligated to compensate a third party for damages under the Civil Code of Japan if such third party suffers damages as a result of the contamination. It cannot be assured that potential environmental liabilities, which could have a material adverse effect on FH-REIT s results of operations, earnings and cash fl ows, do not exist or will not arise in the future. Decreases in security deposits may increase FH-REIT s funding costs. Consistent with industry practice in the real estate sector in Japan, the tenant leases of ANA Crowne Plaza Kobe generally require the tenants to make security deposits (shiki-kin). These security deposits are generally interest-free. Therefore, to the extent that Kobe Excellence TMK decides to use such deposits, such deposits may effectively reduce the cost of capital of FH-REIT. In such case, if the size of these deposits decreases, or if Kobe Excellence TMK needs to repay them more quickly, Kobe Excellence TMK may be required to obtain funding at a higher effective cost. Kobe Excellence TMK owns ANA Crowne Plaza Kobe through a trust beneficiary interest ( TBI ) and may suffer losses as a trust beneficiary. ANA Crowne Plaza Kobe is held through a TBI, in the form of a benefi ciary interest in a Japanese trust that holds ownership title to ANA Crowne Plaza Kobe. As such, Kobe Excellence TMK may suffer certain trust-related liabilities and losses that would not arise if Kobe Excellence TMK had direct ownership of ANA Crowne Plaza Kobe, including, compensation of the trustee, property defects or losses due to unauthorised disposition or collateralisation of a trust property by the trustee or losses arising from breach of the trust agreement by the trustee. In addition, the relevant trustee s consent is generally required to transfer a benefi ciary interest. FH-REIT may lose its rights in a property in Japan if the purchase of the property is recharacterised as a secured financing. Depending on the underlying facts and circumstances surrounding the purchase of a Japanese property, the purchase may not be construed as a true sale under Japanese law and may instead be recharacterised as a secured fi nancing. In such a case, the relevant Japanese property (or TBI in respect thereof) would be deemed to be an asset of the seller, and FH-REIT would lose its ownership interest in the Japanese property (or TBI in respect thereof). FH-REIT would instead hold only a security interest in the Japanese property (or TBI in respect thereof). Recharacterisation could occur when the seller becomes insolvent by way of bankruptcy, corporate reorganization or civil rehabilitation proceedings. Under Japanese law, whether a purchase may be recharacterised as a secured fi nancing is determined through a consideration of various factors, including, without limitation, the intention of the seller and purchaser, whether the purchased Japanese property (or the purchased TBI in respect thereof) is recorded in the seller s balance sheet, whether the seller transferred the economic risk to the purchaser, and whether the seller and purchaser contracted a buy-back arrangement permitting the seller to reacquire the property. Although FH-REIT has no reason to believe that ANA Crowne Plaza Kobe or any of the Japanese properties (or TBIs in respect thereof) which FH-REIT may acquire in Japan in the future would be recharacterised as a secured fi nancing, any such acquisition may be so recharacterised following a legal or regulatory proceeding. 86

105 RISKS RELATING TO MALAYSIA The Westin Kuala Lumpur is held indirectly via an ABS structure. FH-REIT does not directly own The Westin Kuala Lumpur and it only holds The Westin Kuala Lumpur indirectly via an asset backed securitisation ( ABS ) structure. FH-REIT wholly owns a Singapore special purpose vehicle known as FHT Malaysia Pte. Ltd. (the Singapore SPV ) which in turn holds Class B Junior MTNs and Class C Junior MTNs (the Junior MTNs ) issued by the Malaysian SPV under the MTN Programme pursuant to an ABS structure. The ordinary shares in the Malaysian SPV are held by a trustee for the benefi t of charitable organisations. Consequently, FH-REIT may not directly exercise its rights as the land owner in respect of The Westin Kuala Lumpur and may only exercise its rights vis-àvis The Westin Kuala Lumpur through the Singapore SPV, acting as a holder of the Junior MTNs of the Malaysian SPV only. In order to mitigate the risks arising from FH-REIT s indirect ownership of the Property, it is a term of the Junior MTNs that approval of the Singapore SPV as holder of the Junior MTNs would be required in relation to the key operational issues set out in paragraph 6.5(b) of the Property Funds Appendix, save that in the case of sub-paragraph (ix) (transfer or disposal of the assets), approval will not be required in the occurrence of certain events of default under the terms of the Class A Senior MTNs, in which case the holders of the Class A Senior MTNs may unilaterally dispose of the assets of the Malaysian SPV. As a further mitigation measure, the Singapore SPV has been given a call option to buy The Westin Kuala Lumpur and such call option can be exercised upon the maturity of the Class A Senior MTNs or the occurrence of certain trigger events or a declaration of an event of default under the terms of the MTN Programme. The Malaysian Ringgit may be subject to exchange controls. From 1998 to 2005, the Central Bank of Malaysia maintained a fi xed exchange rate of MYR3.80 : US$1.00. In 2005, the Central Bank of Malaysia removed the peg and allowed the Malaysian Ringgit to operate in a managed fl oat, with the value of the currency being determined by various economic factors. There can be no assurance that the Central Bank of Malaysia will, or would be able to, intervene or maintain this managed fl oat system in the future or that any such intervention or managed fl oat system would be effective. Further, there can be no assurance that the Malaysian government will not impose more restrictive or other exchange controls. Any further imposition, variation or removal of exchange controls may adversely affect the value of the Stapled Securities or FH-REIT s ability to repatriate the proceeds of any distributions out of Malaysia. Foreign investment in Malaysian properties may be subject to further controls. Foreign investment in Malaysian properties is regulated and monitored by the Economic Planning Unit of the Prime Minister s Department. Currently there is no restriction imposed on foreign investment in REITs which have invested in Malaysian assets. However, there can be no assurance that the Economic Planning Unit of the Prime Minister s Department and/or the Malaysian government will not impose any restrictive or other controls relating to foreign investment in Malaysian assets. Any imposition or variation of such controls may affect Stapled Securityholders ability to sell the Stapled Securities to foreign parties and may affect the liquidity of the Stapled Securities. Such conditions may also limit FH-REIT s access to future foreign sources of equity capital. There is no assurance that Malaysian law, tax or administrative practice will not change or that such change will not adversely impact the holding structure of The Westin Kuala Lumpur or the operations of FHT. The structure of the transaction and the tax treatment of the Malaysian SPV are based on Malaysian law, tax and administrative practice in effect as at the Listing Date and having due regard to the expected tax treatment of all relevant statutes under such law and practice. There can be no assurance that Malaysian law, tax or administrative practice will not change after the Listing Date or that such change will not adversely impact the structure of the transaction, the holding structure of The Westin Kuala Lumpur, the tax treatment of the Malaysian SPV and the operations of FHT. 87

106 The Malaysian SPV is subject to the political, economic and social developments and prevailing market conditions in the property sector in Malaysia. Historically, the Malaysian property market has been cyclical and Malaysian property values have been affected by, among other factors, supply of and demand for comparable properties, the rate of economic growth in Malaysia, interest rates and infl ation. An economic decline in Malaysia, a decline in real estate market conditions in Malaysia or political, economic and social developments outside the control of the Malaysian SPV, may have a material adverse effect on its business, fi nancial condition, results of operations and prospects. Other political and economic uncertainties include but are not limited to the natural disasters, risks of war, terrorism, riots, expropriation, nationalism, renegotiations or nullifi cation of existing contracts, and changes in interest rates, foreign exchange rates, methods of taxation and import duties and restrictions. Any change in government policy, changes to senior positions within the government and parliament, or any political instability in Malaysia or other countries that may arise from these changes may have a material adverse effect on the Malaysian SPV. 88

107 GENERAL INFORMATION LEGAL AND ARBITR ATION PROCEEDINGS (1) To the best of the Managers knowledge and belief, there are no legal or arbitration proceedings, including those which are pending or known to be contemplated, which, in the opinion of the Managers, may have or have had in the last 12 months before the date of lodgement of this Offer Information Statement, a material effect on the fi nancial position or profi tability of FHT. MATERIAL CONTRACTS (2) There were no material contracts entered into by any of the REIT Trustee, the REIT Manager, the Trustee-Manager or any of the subsidiaries of FH-REIT or FH-BT other than contracts entered into in FHT s ordinary course of business, for the period of two years before the date of lodgement of this Offer Information Statement, save for: (i) (ii) (iii) (iv) The Placement Agreement dated 25 June 2015 entered into between the Managers and DBS Bank Ltd. in relation to the 2015 Private Placement; the Management and Underwriting Agreement dated 9 September 2016 entered into between the Managers and the Joint Lead Managers and Underwriters in relation to the Rights Issue; the FCL Irrevocable Undertaking dated 9 September 2016 provided by FCL to each of the Managers and the Joint Lead Managers and Underwriters; and the TCCG Irrevocable Undertaking dated 9 September provided by TCCG to the Managers. (See the sections entitled Summary Commitment of the Sponsor and the Strategic Investor and Summary Underwriting of the Rights Issue for further details on the contracts in paragraph (ii), (iii) and (iv) above.) BREACH OF TERMS AND CONDITIONS OR COVENANTS OF CREDIT ARRANGEMENT OR BANK LOAN (3) To the best of the Managers knowledge and belief, FHT is not in breach of any of the terms and conditions or covenants associated with any credit arrangement or bank loan which could materially affect FHT s fi nancial position and results or business operations, or the investments by Stapled Securityholders. SIGNIFICANT CHANGES (4) Save as disclosed in this Offer Information Statement, to the best of the Managers knowledge and belief, no event has occurred from 30 June 2016, being the last day of the period covered by the YTD 9M2016 Unaudited Financial Statements, to the Latest Practicable Date, which may have a material effect on the fi nancial position and results of FHT. TRADING OF STAPLED SECURITIES (5) The Managers are not aware of any signifi cant trading suspension on the SGX-ST for the period from the Listing Date to the day immediately preceding the Latest Practicable Date. (6) The Managers believe that Stapled Securities are regularly traded on the SGX-ST. CONSENTS FROM JOINT LEAD MANAGERS AND UNDERWRITERS (7) Each of DBS Bank Ltd. and Citigroup Global Markets Singapore Pte. Ltd. has given, and has not, before the lodgement of this Offer Information Statement, withdrawn its written consent to being named in this Offer Information Statement as a Joint Lead Manager and Underwriter to the Rights Issue. 89

108 STATEMENTS BY EXPERTS (8) The Independent Accountants Report on the Profi t Forecast dated 20 September 2016 in Appendix C was prepared by KPMG LLP for the purpose of inclusion in this Offer Information Statement. KPMG LLP, the Independent Accountants, has given, and has not, before the lodgement of this Offer Information Statement, withdrawn its written consent to the issue of this Offer Information Statement with the inclusion of: (i) (ii) (iii) its name as an Independent Accountant; the Independent Accountants Report on the Profi t Forecast dated 20 September 2016 as set out in Appendix C of this Offer Information Statement; and all references thereto, in the form and context in which it is included in this Offer Information Statement. ( 9) The Valuation Summary Letter dated 26 July 2016 as set out in Appendix D of this Offer Information Statement was prepared by CBRE Valuations Pty Limited for the purpose of, amongst others, inclusion in this Offer Information Statement. CBRE Valuations Pty Limited has given and has not, before the lodgement of this Offer Information Statement, withdrawn its written consent to the issue of this Offer Information Statement with the inclusion of: (i) (ii) (iii) its name as an Independent Valuer; the Valuation Summary Letter dated 26 July 2016 as set out in Appendix D of this Offer Information Statement; all references thereto in the form and context in which they are included in this Offer Information Statement. AUTHORITY TO ISSUE RIGHTS STAPLED SECURITIES ( 10) The Managers authority to issue the Rights Stapled Securities is pursuant to the General Mandate that was given by the Stapled Securityholders to the Managers for the issue of new Stapled Securities, pursuant to an ordinary resolution obtained at an annual general meeting of Stapled Securityholders held on 9 December MISCELLANEOUS ( 11) FH-REIT is subject to the Code on Collective Investment Schemes issued by the Authority. The Code on Collective Investment Schemes can be found on the website of the Authority at FH-BT is a business trust registered under the BTA. Save as disclosed in this Offer Information Statement, including the Appendices to this Offer Information Statement, the Managers are not aware of any other matters which could materially affect, directly or indirectly, the operations or fi nancial position or results of FHT or investments by Stapled Securityholders. Statements contained in this Offer Information Statement which do not state historical facts may be forward-looking statements. Such statements are based on certain assumptions and are subject to certain risks and uncertainties which could cause actual results to differ materially from those forecasts. See the section entitled Risk Factors for further details. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by the Managers or any other person or that these results will be achieved or are likely to be achieved. 90

109 (1 2) Other than the Rights Entitlements under the Rights Issue, none of the Stapled Securityholders has pre-emptive rights to subscribe for or purchase the Rights Stapled Securities. As there may be prohibitions or restrictions against the offering of Rights Stapled Securities in certain jurisdictions (other than Singapore), only Eligible Stapled Securityholders are eligible to participate in the Rights Issue. Please refer to the section entitled Eligibility of Stapled Securityholders to Participate in the Rights Issue for further information. STAPLED SECURITYHOLDERS ENQUIRY HELPLINE (13) Stapled Securityholders may contact the Managers through the following helpline or the Managers at should they have any enquires in relation to this Offer Information Statement: Telephone Number: Time: Between am and 5.00 pm, Monday to Friday (excluding public holidays) 91

110 GLOSSARY For the purpose of this Offer Information Statement, the following defi nitions apply throughout unless the context otherwise requires or otherwise stated: 2015 Audited Financial : The audited consolidated fi nancial statements of FHT for FY2015 Statements 2015 Private Placement : The private placement of 150,000,000 new Stapled Securities in FHT announced by the Managers on 25 June 2015 aggregate leverage : The total borrowings and deferred payments (if any) as a percentage of the Deposited Property ABS : Asset-Backed Securitisation AccorHotels : AccorHotels Group Adjustments : Adjustments which are charged or credited to the consolidated total return of FHT for the relevant fi nancial year or the relevant distribution period (as the case may be), which may include (i) unrealised income, including property revaluation gains, and reversals of impairment provisions, (ii) deferred tax charges/credits (in respect of building capital allowance and accelerated tax depreciation), (iii) negative goodwill, (iv) differences between cash and accounting fi nance costs, (v) realised gains on the disposal of properties and disposal/settlement of fi nancial instruments, (vi) the portion of the management fee and the property management fee (where applicable) that is paid or payable in the form of Stapled Securities, (vii) costs of any public or other offering of Stapled Securities or Convertible Instruments that are expensed but are funded by proceeds from the issuance of such Stapled Securities or Convertible Instruments, (viii) depreciation and amortisation in respect of the Properties and the Melbourne Property and their ancillary machines, equipment and other fi xed assets, (ix) adjustment for amortisation of rental incentives, and (x) other noncash gains and losses (as deemed appropriate by the Managers) ARE : The application form for Rights Stapled Securities and Excess Rights Stapled Securities issued to Eligible Stapled Securityholders in respect of their Rights Entitlements under the Rights Issue ARS : The application form and acceptance form for Rights Stapled Securities to be issued to purchasers of the Rights Entitlements under the Rights Issue traded on the SGX-ST under the bookentry (scripless) settlement system ATM : Automated teller machine Australian Properties : Novotel Rockford Darling Harbour, Fraser Suites Sydney, Sofi tel Sydney Wentworth and (upon the Property SPA Completion) the Melbourne Property AUD : Australian dollar 92

111 Authorised Business : (i) the acquisition, disposition and ownership of Authorised Investments of FH-BT and all activities, concerns, functions and matters reasonably incidental thereto; (ii) (iii) ownership of subsidiaries which are engaged in the acquisition, disposition and ownership of Authorised Investments of FH-BT and all activities, concerns, functions and matters reasonably incidental thereto; and any business, undertaking or activity associated with, incidental and/or ancillary to the carrying on of the businesses referred to in paragraphs (i) and (ii) of this defi nition, including (without limitation) the management and leasing of the Authorised Investments of FH-BT Authorised Investments : (i) real estate; (ii) (iii) (iv) (v) (vi) (vii) any improvement or extension of or addition to or reconstruction, refurbishment, retrofitting, renovation or other development of any Real Estate or any building thereon; real estate related assets, wherever the issuers, assets or securities are incorporated, located, issued or traded; listed or unlisted debt securities and listed shares or stock and (if permitted by the MAS) unlisted shares or stock of or issued by local or foreign non-property companies or corporations; government securities (issued on behalf of the Singapore Government or governments of other countries) and securities issued by a supra-national agency or a Singapore statutory board; cash and cash equivalent items; fi nancial derivatives only for the purposes of (a) hedging existing positions in the FH-REIT s or, as the case may be, FH-BT s portfolio where there is a strong correlation to the underlying investments or (b) effi cient portfolio management by FH-REIT or, as the case may be, FH-BT, provided that such derivatives are not used to gear the overall portfolio of FH-REIT or, as the case may be, FH-BT or intended to be borrowings of FHREIT or, as the case may be, FH-BT; and Authority : Monetary Authority of Singapore (viii) any other investment not covered by paragraph (i) to (vii) of this defi nition but (in the case of FH-REIT) specifi ed as a permissible investment in the Property Funds Appendix or otherwise permitted by the MAS and selected by the REIT Manager for investment by FHREIT and approved by the REIT Trustee in writing, or (in the case of FH-BT) is not an investment which is prohibited in any applicable guidelines issued by the MAS and selected by the Trustee-Manager for investment by FH-BT incidental to or in connection with the carrying on of any Authorised Businesses 93

112 Brexit : The United Kingdom s intention to withdraw from the European Union, as a result of a referendum held in June 2016 Car Park : The associated car parking lots located at Collins Street, Melbourne, Victoria, Australia CDP : The Central Depository (Pte) Limited Class A Senior MTNs : The MTNs which, in relation to payment and security, ranks in terms of priority pari passu with the Liquidity Facility but above the Junior MTNs Class B Junior MTNs : The MTNs which, in relation to payment and security, ranks in terms of priority after the Class A Senior MTNs and the Liquidity Facility but above the Class C Junior MTNs Class C Junior MTNs : The MTNs which, in relation to payment and security, ranks in terms of priority after the Class A Senior MTNs, the Liquidity Facility and the Class B Junior MTNs Closing Date : (i) 7 October 2016 at 5.00 p.m. (or such other date(s) and/ or time(s) as may be announced from time to time by or on behalf of the Managers), being the last date and time for acceptance of and payment for the Rights Stapled Securities by the renouncees (if acceptance is made through CDP); or (ii) 7 October 2016 at 9.30 p.m. (or such other date(s) and/ or time(s) as may be announced from time to time by or on behalf of the Managers), being the last date and time for acceptance of and payment for the Rights Stapled Securities by the renouncees (if acceptance is made through an ATM of a Participating Bank) Closing Price : The closing price of S$0.790 per Stapled Security on the SGX-ST on 9 September 2016, being the last trading day of the Stapled Securities prior to the announcement of the Rights Issue CMS Licence : The capital market services licence for REIT management held by the REIT Manager Companies Act : The Companies Act, Chapter 50 of Singapore Controlling Stapled : A person with an interest in one or more Stapled Securities Securityholders constituting not less than 15.0% of all outstanding Stapled Securities Corporate Guarantees : The corporate guarantees granted to FH-REIT in respect of each of the Master Lease Agreements and Lease Agreement Corporate Guarantors : FCL, in its capacity as guarantor of the Corporate Guarantees and TCC Land International Limited, in its capacity as the guarantor of the Corporate Guarantee in respect of the master lease for the retail component of ANA Crowne Plaza Kobe DBKL : Dewan Bandaraya Kuala Lumpur Directors : The directors of the Managers 94

113 Distributable Income : The amount calculated by the Managers as representing the consolidated total return after tax as adjusted to eliminate the effects of Adjustments DPS : Distribution per Stapled Security Due Care : The degree of care and diligence required of a trustee-manager of a registered business trust under the BTA Electronic Application : Acceptance of the Rights Stapled Securities and (if applicable) application for Excess Rights Stapled Securities under the Rights Issue made through an ATM of a Participating Bank in accordance with the terms and conditions of this Offer Information Statement Eligible Stapled : Stapled Securityholders with Stapled Securities standing to Securityholders the credit of their Securities Accounts and whose registered addresses with CDP are in Singapore as at the Rights Issue Books Closure Date or who have, at least three Market Days prior to the Rights Issue Books Closure Date, provided CDP with addresses in Singapore for the service of notices and documents, but exclude, subject to certain exceptions, Stapled Securityholders located, resident or with a registered address in any jurisdiction in which the offering of Rights Stapled Securities and Rights Entitlements may not be lawfully made Enlarged Portfolio : The Existing Portfolio and upon completion of the Proposed Acquisitions, the Melbourne Property (and Hotel Assets) EUR or Euro : Euros, the lawful currency of the Participating Member States Excess Rights Stapled : The Rights Stapled Securities represented by the provisional Securities allotments (A) of (i) Eligible Stapled Securityholders who decline, do not accept, and elect not to renounce or sell their Rights Entitlements under the Rights Issue (during the nil-paid rights trading period prescribed by the SGX-ST) and/or (ii) Ineligible Stapled Securityholders which have not been sold during the nil-paid rights trading period or (B) that have not been validly taken up by the original allottees, renouncees of the provisional allotments or the purchasers of the Rights Entitlements Existing Portfolio : The asset portfolio currently held by FHT, comprising 14 properties, consisting of eight hotels and six serviced residences. The eight hotels are InterContinental Singapore (Singapore), Sofi tel Sydney Wentworth (Australia), Novotel Rockford Darling Harbour (Australia), Park International London (England), Best Western Cromwell London (England), Maritim Hotel Dresden (Germany), ANA Crowne Plaza Kobe (Japan) and The Westin Kuala Lumpur (Malaysia). The six serviced residences are Fraser Suites Singapore (Singapore), Fraser Suites Sydney (Australia), Fraser Suites Queens Gate (England), Fraser Place Canary Wharf (England), Fraser Suites Glasgow (Scotland) and Fraser Suites Edinburgh (Scotland) Existing Stapled Securities : The existing Stapled Securities as at the Rights Issue Books Closure Date F&B : Food and beverage FATA : The Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) 95

114 FCL or Sponsor : Frasers Centrepoint Limited FCL Group : FCL its subsidiaries and entities held or managed directly or indirectly by FCL FCL Irrevocable Undertaking : The irrevocable undertaking dated 9 September 2016 provided by FCL to each of the Managers and the Joint Lead Managers and Underwriters FCL ROFR : The ROFR granted by FCL to the REIT Trustee and the Trustee- Manager FF&E : Furniture, fi xtures and equipment FH-BT : Frasers Hospitality Business Trust FH-BT Lessee : FH-BT NMCS Operations Pty Ltd FH-BT Trust Deed : The trust deed constituting FH-BT dated 20 June 2014, as supplemented by the fi rst supplemental deed dated 19 September 2016 FH-BT Units : The units in FH-BT FH-REIT : Frasers Hospitality Real Estate Investment Trust FH-REIT Deposited Property : The gross assets of FH-REIT, including all the Authorised Investments of FH-REIT for the time being held or deemed to be held by FH-REIT under the FH-REIT Trust Deed FH-REIT Trust Deed : The trust deed constituting FH-REIT dated 12 June 2014, as amended and restated by the fi rst amending and restating deed dated 20 June 2014 FH-REIT Units : The units in FH-REIT FHPL : Frasers Hospitality Pte. Ltd. FHT : Frasers Hospitality Trust FHT Financial Statements : The 2015 Audited Financial Statements and YTD 9M2016 Unaudited Financial Statements FHUK : Frasers Hospitality (UK) Limited FIRB : Foreign Investment Review Board Fixed Rent : Fixed rent under the terms of the Master Lease Agreements and Lease Agreements foreign government : Under Section 4 of FATA, an entity that is: (in the context of Australia s (i) a body politic of a foreign country; or FATA) (ii) a body politic of part of a foreign country; or (iii) a part of a body politic of a foreign country or a part of a body politic of part of a foreign country; 96

115 foreign government investor : Under FATA or its associated regulations: (i) (ii) (iii) (iv) foreign government; a corporation in which a foreign government has an interest (direct or indirect) of 15% or more; a corporation in which two or more foreign governments have an aggregate interest (direct or indirect) of 40% or more; or an entity that is otherwise controlled by a foreign government. Foreign Purchasers : Persons whose registered addresses with CDP are outside Singapore and who purchase the Rights Entitlements through the book-entry (scripless) settlement system Foreign Sourced Income : The tax rulings obtained from IRAS by FH-REIT on the Singapore Tax Exemption Rulings taxation of certain income originating from the Properties located outside Singapore FY2015 : The fi nancial period from 20 June 2014 (being the date on which FHT was constituted pursuant to the Stapling Deed) and ended 30 September 2015 GBP : Pound Sterling, being the lawful currency of the United Kingdom General Mandate : The general mandate that was given by the Stapled Securityholders to the Managers for the issuance of new Stapled Securities, pursuant to an ordinary resolution obtained at an annual general meeting of Stapled Securityholders held on 9 December 2015 GFA : Gross fl oor area Gross Operating Profit or GOP : The gross operating profit of a property, comprising Gross Operating Revenue less Operating Expenses Gross Operating Revenue : The gross operating revenue of a property or GOR Gross Revenue : The gross revenue of a property comprising the rental payment under the respective Master Lease Agreement and Lease Agreement, which consists of a Fixed Rent and a Variable Rent GST : Goods and services tax Hotel : The land and the buildings known as Novotel Melbourne on Collins which is located at 270 Collins Street, Melbourne, Victoria, Australia Hotel Assets : The Hotel Business, the Liquor Licence, the business licences, the business intellectual property, the occupancy documents and the FF&E relating to the Hotel Hotel Assets Acquisition : The acquisition of the Hotel Assets Hotel Assets SPA : The contract entered into by FH-BT on 9 September 2016, through the FH-BT Lessee, with the Vendor to acquire the Hotel Assets 97

116 Hotel Business : The hotel assets, including the goodwill of the hotel business which is conducted from the Hotel Hotel Managers : The third party professional hotel managers appointed to manage the hotels Income Tax Act : Chapter 134 of Singapore Ineligible Stapled : Stapled Securityholders who are not Eligible Stapled Securityholders Securityholders Interested Persons : Has the meaning ascribed to it under Chapter 9 of the Listing Manual IPO : Initial public offering IRAS : The Inland Revenue Authority of Singapore Issue Price : S$0.603, being the issue price per Rights Stapled Security Joint Lead Managers and : DBS Bank Ltd. and Citigroup Global Markets Singapore Pte. Ltd. Underwriters JPY : Japanese Yen Junior MTNs : Class B Junior MTNs and Class C Junior MTNs Latest Practicable Date : 14 September 2016, being the latest practicable date prior to the lodgement of this Offer Information Statement with the Authority Lease Agreement : The lease agreement entered into between the Malaysian SPV, as landlord and the Tenant for an initial term of 20 years with an option to renew for a further term of 20 years Liquidity Facility : A revolving credit facility of MYR4,000, between Standard Chartered Bank Malaysia Berhad and the Malaysian SPV Liquor Licence : The Late Night (General) Licence No issued under the Victorian Liquor Act to be transferred from the Vendor to the FH- BT Lessee Listing Date : The date of listing of FHT on the Mainboard of the SGX-ST, being 14 July 2014 Listing Manual : The Listing Manual of the SGX-ST, as may be amended or modifi ed from time to time Malaysian SPV : Notable Vision Sdn Bhd, the special purpose vehicle incorporated in Malaysia issuing the MTNs under the MTN Programme pursuant to the ABS structure Management and : The management and underwriting agreement entered into Underwriting Agreement between the Managers and the Joint Lead Managers and Underwriters on 9 September 2016 Managers : The REIT Manager and the Trustee-Manager Market Day : Any day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore and the SGX-ST is open for trading 98

117 Master Lease Agreements : The master lease agreements entered into between FH-REIT and/ or its property holding entities and the Master Lessees Melbourne Master Lease : The agreement in which FH-BT Lessee will enter into with the Agreement Vendor pursuant to which FH-BT Lessee will be appointed as the master lessee of the Hotel Melbourne Property : The Hotel together with the Car Park Melbourne Sub-Trust : FHT Melbourne Trust 1 Melbourne Sub-Trustee : The Trust Company (PTAL) Limited, as trustee for the Melbourne Sub-Trust MERS : Middle East Respiratory Syndrome MIT : Managed Investment Trust, which is a managed investment scheme in Australia that qualifi es as a managed investment trust for purposes of the Australian Taxation Administration Act 1953 MIT Australia : FHT Australia Trust, a MIT in Australia which holds the units in the MIT sub-trusts MIT Manager : FHT Australia Management Pty Ltd, a wholly-owned subsidiary of FCL MIT Manager Acquisition Fee : The acquisition fee payable to the MIT Manager for the acquisition of the Hotel Moody s : Moody s Investor Services MRT : Mass Rapid Transit MTNs : Asset-backed medium term notes MTN Programme : Medium term notes programme of up to MYR750,000, MYR or Ringgit : Malaysian Ringgit NAV : Net asset value Net Hotel Assets : The purchase consideration of A$2.8 million (approximately S$2.9 Consideration million) payable by FH-BT (through the FH-BT Lessee) for the Hotel Assets, including the Hotel Business, under the Hotel Assets SPA Net Property Income or NPI : Consists of Gross Revenue less Property Operating Expenses Net Purchase Consideration : The net purchase consideration of A$234.0 million (approximately S$242.3 million) after taking into account the estimated amount of A$3.0 million (approximately S$3.1 million) to be borne by the Vendor Offer Information Statement : This offer information statement to Stapled Securityholders dated 20 September 2016 Operating Expenses : The entire cost and expense of maintaining, conducting and supervising the operation of a Property Originator : JBB Hotels Sdn. Bhd. 99

118 Participating Banks : The banks as set out in Appendix G of this Offer Information Statement Participating Member State(s) : Any member state of the European Union that has the euro as its lawful currency in accordance with the legislation of the European Union relating to the European Economic and Monetary Union PML : The probable maximum loss (i.e. repair and reprocurement expenses) that would be incurred if a major earthquake struck. Specifi cally, it means the loss generated by the largest earthquake that has a 10% probability of occurring during a 50 year assumed service life of a building corresponds to earthquakes that have a probability of occurrence once every 475 years Properties (and each a : The properties of FH-REIT comprising the Existing Portfolio Property ) and upon the Property SPA Completion, the Melbourne Property Property Acquisition : The acquisition of the Melbourne Property Property Consideration : The purchase consideration of A$231.2 million (approximately S$239.4 million) payable by FH-REIT (through the Melbourne Subtrustee) for the Melbourne Property under the Property SPA Property Operating Expenses : Comprises (i) property tax on each hospitality property, (ii) insurance expenses on each Property and (iii) other property expenses Property Funds Appendix : Appendix 6 to the Code on Collective Investment Schemes Property SPA : The contract for the sale of land entered into by FH-REIT on 9 September 2016, through the Melbourne Sub-Trustee, with the Vendor to acquire the Melbourne Property Property SPA Completion : The completion of the Property Acquisition pursuant to the Property SPA Proposed Acquisitions : The acquisitions by FH-REIT of the Melbourne Property, and by FH-BT of the Hotel Assets, from the Vendor Prospectus : The prospectus of FHT dated 30 June 2014 Purchase Consideration : The purchase consideration payable to the Vendor for the Proposed Acquisitions Purchasers : Purchasers and/or transferees of Rights Entitlements REIT : Real estate investment trust REIT Manager : Frasers Hospitality Asset Management Pte. Ltd., in its capacity as manager of FH-REIT REIT Manager Acquisition Fee : The acquisition fee to be paid to the REIT Manager for the acquisition of the Melbourne Property REIT Trustee : Perpetual (Asia) Limited (formerly known as The Trust Company (Asia) Limited), in its capacity as trustee of FH-REIT Related Parties : Refers to an Interested Person and/or, as the case may be, Interested Party (as defi ned under the Property Funds Appendix) 100

119 Relevant Entity : FCL or any of its existing or future subsidiaries (which shall exclude any subsidiaries listed on any recognised stock exchange) or existing or future private funds managed by FCL Retail Master Lease : The master lease agreement entered into by FH-REIT through Agreement the ANA Crowne Plaza Kobe Trustee on the Listing Date with Y.K. Toranomon Properties in respect of the retail component of ANA Crowne Plaza Kobe Retail Master Lessee : Y.K. Toranomon Properties, the master lessee for the retail component of ANA Crowne Plaza Kobe RevPar : Revenue per available room Rights Entitlements : The provisional allotments of Rights Stapled Securities to Eligible Stapled Securityholders under the Rights Issue Rights Issue : The issue of new Stapled Securities on a renounceable basis to Eligible Stapled Securityholders on the basis of the Rights Ratio at the Issue Price Rights Issue Books Closure : 5.00 p.m. on 20 September 2016 being the time and date on Date which the Transfer Books and Register of Stapled Securityholders are closed to determine the Rights Entitlements of Eligible Stapled Securityholders under the Rights Issue Rights Ratio : The rights ratio of 32 Rights Stapled Security for every 100 existing Stapled Securities standing to the credit of an Eligible Stapled Securityholders Securities Account as at the Rights Issue Books Closure Date Rights Stapled Securities : The new Stapled Securities to be issued by the Managers pursuant to the Rights Issue Ringgit MTN Facility : A fi ve-year maturity, secured fi xed rate Medium Term Note Senior Bond of MYR95.0 million ROFR : Right of fi rst refusal SARS : Severe Acute Respiratory Syndrome Securities Account : A securities account maintained by a Depositor with CDP (but does not include securities sub-accounts) Securities Act : U.S. Securities Act of 1933, as amended Serviced Residence Operators : FHPL and its related corporations SFA : Securities and Futures Act, Chapter 289 of Singapore SGD : Singapore dollar SGX-ST : Singapore Exchange Securities Trading Limited Singapore-Japan DTA : Singapore-Japan Avoidance of Double Taxation Agreement Singapore Properties : InterContinental Singapore and Fraser Suites Singapore Singapore SPV : FHT Malaysia Pte. Ltd. 101

120 Singapore Subsidiaries : Excellence Prosperity TMK Pte. Ltd. and FHT Japan Pte. Ltd. (which are part of the holding structure for ANA Crowne Plaza Kobe), FHT Malaysia Pte. Ltd. (which is part of the holding structure for The Westin Kuala Lumpur), FHT Australia Pte. Ltd. (which is part of the holding structure for the Australian Properties), FHT Investment 1 Pte. Ltd. (which is part of the holding structure for Maritim Hotel Dresden) and FHT UK Pte. Ltd. (which is part of the holding structure for the UK Properties) Specified Taxable Income : Taxable Income which has been granted tax transparency treatment under Section 43(2A) of the Income Tax Act in accordance with the Tax Transparency Ruling Sponsor or FCL : Frasers Centrepoint Limited Sponsor Group : The Sponsor and its subsidiaries, related corporations and associates Sq ft : Square feet Sq m : Square metres SRS : Supplementary Retirement Scheme SRS Account : An account opened by a participant in the SRS from which money may be withdrawn for, among others, payment of the subscription of the Rights Stapled Securities and/or Excess Rights Stapled Securities Stapled Group : FH-REIT and its subsidiaries and FH-BT Stapled Securities : The stapled securities in FHT Stapled Security Registrar : Boardroom Corporate & Advisory Services Pte. Ltd. Stapled Securityholder : A holder of Stapled Securities Stapling Deed : The stapling deed dated 20 June 2014 made between the REIT Manager, the REIT Trustee and the Trustee-Manager Substantial Stapled : Stapled Securityholders with interests in not less than 5.0% of all Securityholders Stapled Securities in issue Take-over Code : The Singapore Code on Take-overs and Mergers Tax Rulings : The Tax Transparency Ruling and the Foreign Sourced Income Tax Exemption Rulings Tax Transparency Ruling : The tax ruling from IRAS by FH-REIT on the Singapore taxation of the Specifi ed Taxable Income Taxable Income : Income ascertained to be chargeable to tax in accordance with the provisions of the Income Tax Act, after deduction of allowable expenses and applicable tax allowances TCC Group : The companies and entities in the Thai Charoen Corporation Group which are controlled by Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi 102

121 TCC Group Entity : Any entity within the TCC Group or a private fund managed by the TCC Group TCC ROFR : The ROFR granted by Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi, the ultimate controlling shareholders of the TCC Group, to the REIT Trustee and the Trustee-Manager TCCG : TCC Group Investments Limited TCCG Irrevocable Undertaking : The irrevocable undertaking dated 9 September 2016 provided by TCCG to the Managers Tenant : The Originator TERP : The theoretical ex-rights price of S$0.745 per Stapled Security which is calculated as follows: TERP = Market capitalisation of FHT based on the Closing Price + Gross proceeds from the Rights Issue Stapled Securities outstanding after the Rights Issue TMK : Tokutei Mokuteki Kaisha, being a special purpose securitisation corporation established under the Asset Liquidation Act TMK Distribution Requirement : One of the requirements for each fi scal year is that the TMK must distribute more than 90.0% of its distributable profi t Total Acquisition Cost : The total cost of the Proposed Acquisitions Transaction : The Rights Issue, Proposed Acquisitions and Melbourne Master Lease Agreement Trust Property : Has the meaning ascribed to it in the BTA Trustee-Manager : Frasers Hospitality Trust Management Pte. Ltd., in its capacity as trustee-manager of FH-BT Trustee-Manager Acquisition : The acquisition fee to be paid to the Trustee-Manager for the Fee acquisition of the Business U.S. : United States UK Properties : Park International London, Best Western Cromwell London, Fraser Place Canary Wharf, Fraser Suites Queens Gate, Fraser Suites Glasgow and Fraser Suites Edinburgh Unit Share Market : Refers to the ready market of the SGX-ST for trading of odd lots of Stapled Securities with a minimum size of one Stapled Security unstapling : The process that results in a FH-REIT Unit no longer being stapled to a FH-BT Unit Variable Rent : The variable rent per annum of a Property, comprising the sum of a stated percentage of the Property s Gross Operating Revenue and a stated percentage of the Property s Gross Operating Profi t less Fixed Rent plus FF&E reserves not utilised and not carried forward to the following year, if any 103

122 Vendor : 260 Collins Pty Ltd Victorian Gambling and : Victorian Commission for Gambling and Liquor Regulation Liquor Commission Victorian Liquor Act : Liquor Control Reform Act 1998 (Vic) YTD 9M2016 : The nine months period from 1 October 2015 to 30 June 2016 YTD 9M2016 Unaudited : Unaudited consolidated fi nancial statements for YTD 9M2016 of Financial Statements FHT announced by the Managers via SGXNET For the purpose of this Offer Information Statement, the following defi nitions apply throughout unless the context otherwise requires or otherwise stated: The terms Depositor and Depository Agent shall have the meanings ascribed to them respectively in Section 81SF of the SFA. The term subsidiary shall have the meaning ascribed to it in Section 5 of the Companies Act. Any references to the Managers shall refer to them acting in their respective capacities as manager of FH-REIT and trustee-manager of FH-BT, unless the context of the statement otherwise requires. Any reference in this Offer Information Statement, the ARE, or the ARS to any enactment is a reference to that enactment for the time being amended or re-enacted. Any words defi ned in the Companies Act, the SFA, the Securities and Futures (Offer of Investments) (Business Trusts) (No.2) Regulations 2005, the Securities and Futures (Offer of Investments) (Collective Investment Schemes) Regulations 2005, the Code on Collective Investment Schemes issued by the Authority, the Property Funds Appendix, the Listing Manual or any modifi cation thereof and used in this Offer Information Statement, the ARE, or the ARS shall, where applicable, have the same meaning ascribed to it in the Companies Act, the SFA, the Securities and Futures (Offer of Investments) (Collective Investment Schemes) Regulations 2005, the Securities and Futures (Offer of Investments) (Business Trusts) (No. 2) Regulations 2005, the Code on Collective Investment Schemes issued by the Authority, the Property Funds Appendix, the Listing Manual or such modifi cation thereof, as the case may be, unless otherwise provided. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. References to persons shall, where applicable, include corporations. Any reference in this Offer Information Statement to any enactment is a reference to that enactment for the time being amended or re-enacted. Any reference to dates and to a time of day in this Offer Information Statement shall be a reference to Singapore dates and time unless otherwise stated. Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are due to rounding. Figures and percentages are rounded to an appropriate number of decimal places, where applicable. 104

123 APPENDIX A CERTAIN FINANCIAL INFORMATION RELATING TO FHT Selected fi nancial data from the 2015 Audited Financial Statements and the YTD 9M2016 Unaudited Financial Statements, including the line items in the statements of total return, distribution statements, statements of fi nancial position and statements of cash fl ows of FHT, is set out in this Appendix. Financial data relating to (i) DPS, (ii) earnings per Stapled Security, (iii) DPS after adjustment for bonus element in the Rights Stapled Securities, (iv) earnings per Stapled Security after adjustment for the bonus element in the Rights Stapled Securities and (v) NAV per Stapled Security is also set out below. Such selected financial data should be read together with the relevant notes to the FHT Financial Statements, where applicable, which are available on the website of FHT at and are also available for inspection during normal business hours at the registered offi ce of the Managers at 438 Alexandra Road #21-00, Singapore , from the date of this Offer Information Statement up to and including the date falling six months after the date of this Offer Information Statement 1. Save for the FHT Financial Statements which are deemed to be incorporated into this Offer Information Statement by reference, the information contained on the website of FHT does not constitute part of this Offer Information Statement. 1 Prior appointment with the Managers will be appreciated. A-1

124 STATEMENTS OF TOTAL RETURN FHT Interim YTD 9M2016 (1 Oct 2015 to 30 Jun 2016) S$ 000 FHT Audited FY2015 (20 Jun 2014 to 30 Sep 2015) S$ 000 Master lease rental 90, ,745 Gross Revenue 90, ,745 Property tax (6,949) (10,532) Property insurance (1,012) (1,194) Property management fees (4,313) (7,431) Other property expenses (2,288) (3,867) Property operating expenses (14,562) (23,024) Net property income 75, ,721 Acquisition fee paid in Stapled Securities (902) (1,164) REIT Manager s management fees (5,653) (9,560) Other management fees (2,383) (2,227) Trustees fees (332) (502) Administrative and other expenses (2,202) (7,317) Non-capitalised expenses in relation to Initial Public Offering ( IPO ) (27,201) Non- capitalised expenses in relation to asset acquisition and Private Placement (3,291) (13,398) Other income Payment top-up 2,910 6,790 Finance Income Amortisation of debt upfront costs (1,252) (1,917) Finance costs (14,002) (17,758) Total return before foreign exchange difference, fair value changes and tax 48,716 32,295 Foreign exchange (loss)/gain, net (586) 2,584 Net change in fair value of investment properties 116,671 Net change in fair value of derivative fi nancial instruments (10,276) 1,744 Realised gain on derivative fi nancial instruments Total return for the period before tax 37, ,453 Taxation (3,276) (17,986) Total return for period after tax 34, ,467 A-2

125 DISTRIBUTION STATEMENTS Reconciliation of total return to income available for distribution FHT Interim YTD 9M2016 (1 Oct 2015 to 30 Jun 2016) S$ 000 FHT Audited FY2015 (20 Jun 2014 to 30 Sep 2015) S$ 000 Total return for the period after tax of FH-REIT 34, ,469 Adjustment for effect of non-tax deductible/ (non-taxable) items and other adjustments 28,975 (41,742) Income available for distribution 63,618 93,727 Income available for distribution attributable to: - Stapled Securityholders 63,008 93,727 - Perpetual Securities holders ,618 93,727 Amount available for distribution to Stapled Securityholders 63,008 93,727 Distribution per Stapled Security ( DPS ) (as reported) ( cents) Adjusted DPS (cents) (1) DPS of pro forma fi nancial effects after the Proposed Acquisitions and the Rights Issue (cents) (2) DPS of pro forma fi nancial effects of Maritim Acquisition and after the Proposed Acquisitions and the Rights Issue (cents) (2) Earning per Stapled Security ( EPS ) (as reported) (cents) - Basic Diluted Adjusted EPS (cents) (1) - Basic Diluted Notes: (1) This is to refl ect the bonus element in Rights Stapled Securities. The number of Stapled Securities used in computing the DPS and the EPS, as the case may be, is adjusted for as if the Rights Issue was completed at the beginning of respective period (being 1 October 2015 and Listing Date respectively). (2) Based on the pro forma fi nancial effect of the Transaction, as if the Transaction was completed at the beginning of FY2015 (being on Listing Date) and taking into account the use of proceeds from the Rights Issue for the Proposed Acquisitions. A-3

126 STATEMENTS OF FINANCIAL POSITION FHT Interim As at 30-Jun-16 S$ 000 FHT Audited As at 30-Sep-15 S$ 000 Non-current Assets Investment properties 2,012,428 1,960,393 Derivative fi nancial instruments 1,413 8,631 2,013,841 1,969,024 Current Assets Prepayments 1,099 2,439 Other assets Trade and other receivables 9,394 7,529 Derivative fi nancial instruments Cash and cash equivalents 51,087 52,308 62,434 62,683 Total Assets 2,076,275 2,031,707 Current Liabilities Trade and other payables 15,130 23,967 Deferred income 1, Derivative fi nancial instruments Borrowing 1,128 Income tax payables 5,165 5,410 22,766 30,528 Non-current Liabilities Borrowings 789, ,003 Rental deposits 20,806 17,099 Deferred income 10,875 10,783 Derivative fi nancial instruments 13,675 Deferred tax liabilities 16,267 16, , ,897 Total Liabilities 873, ,425 Net Assets 1,202,455 1,172,282 Represented by: Stapled Securityholders funds 1,103,445 1,172,282 Perpetual Securities holders funds 99,010 1,202,455 1,172,282 A-4

127 STATEMENTS OF FINANCIAL POSITION FHT Interim As at 30-Jun-16 FHT Audited As at 30-Sep-15 Number of Stapled Securities in issue ( 000) 1,379, ,357,378.5 Net Asset value ( NAV ) per Stapled Security (cents) Adjustment made for Rights Issue only (1) - Adjusted number of Stapled Securities in issue ( 000) 1,821, ,798, Adjusted NAV per Stapled Security (cents) Pro Forma (2) - Pro forma number of Stapled Securities in issue ( 000) 1,802, Pro forma NAV per Stapled Security (cents) Notes: (1) Based on the assumption that (i) Rights Issue was completed on the last day of the respective period (being 30 June 2016 and 30 September 2015 respectively), (ii) 441,549,281 Rights Stapled Securities were issued, and (iii) the entire gross proceeds of S$ million from the Rights Issue was kept as cash balance for FHT. (2) Based on the pro forma fi nancial effect of the Transaction, as if the Transaction was completed on the last day of FY2015 (being 30 September 2015) and taking into account the use of proceeds from the Rights Issue for the Proposed Acquisitions. A-5

128 STATEMENTS OF CASH FLOWS FHT Interim YTD 9M2016 (1 Oct 2015 to 30 Jun 2016) S$ 000 FHT Audited FY2015 (20 Jun 2014 to 30 Sep 2015) S$ 000 CASH FLOWS FROM OPERATING ACTIVITIES Total return before tax 37, ,453 Adjustments for: Amortisation of debt upfront costs 1,252 1,917 Acquisition fee paid in Stapled Securities 902 1,164 Amortisation of other assets 32 Effect of recognising rental income on a straight-line basis over the lease term (610) Finance costs 14,002 17,758 Finance income (214) (300) Goodwill on acquisition of subsidiaries written off 4,296 Net change in fair value of derivative fi nancial instruments 10,276 (1,744) Net change in fair value of investment properties (116,671) Other management fees paid and payable in Stapled Securities 2,166 1,874 Property management fees paid and payable in Stapled Securities 4,313 7,431 REIT Manager s management fees paid and payable in Stapled Securities 5,653 9,560 Unrealised gain on foreign exchange, net (147) (100) Non-capitalisable expenses in relation to IPO 27,201 Non-capitalisable expenses in relation to asset acquisition and Private Placement 13,398 Cash generated from operations before working capital changes 76, ,627 Changes in working capital: Prepayments 1,340 (2,439) Trade and other receivables (1,865) (6,705) Trade and other payables (699) (26,914) Rental deposits 4,091 16,555 Deferred income 1,203 12,151 Cash generated from operations 80, ,275 Tax paid (2,372) (65) Interest income received Net cash generated from operations 78, ,510 CASH FLOWS USED IN INVESTING ACTIVITIES Costs incurred on acquisition of investment properties (38,451) Acquisition of investment properties (93,361) (1,758,874) Additions to investment properties (7,860) (12,096) Acquisition of subsidiaries (107,883) Acquisition of other assets (31) (193) Net cash used in investing activities (101,252) (1,917,497) A-6

129 STATEMENTS OF CASH FLOWS FHT Interim YTD 9M2016 (1 Oct 2015 to 30 Jun 2016) S$ 000 FHT Audited FY2015 (20 Jun 2014 to 30 Sep 2015) S$ 000 CASH FLOWS FROM FINANCING ACTIVITIES Distributions paid to Stapled Securityholders (63,121) (70,971) Finance costs paid (14,515) (13,299) Issuance of new Stapled Securities upon IPO 1,049,513 Issuance of new Stapled Securities for Private Placement 123,000 Issuance of Perpetual Securities 100,000 Issue costs in relation to IPO (23,247) Issue costs in relation to Private Placement (165) (2,284) Issue costs in relation to Perpetual Securities (1,373) Proceeds from borrowings, net of debt upfront costs 1, ,148 Repayment of borrowings (45,976) Net cash generated from financing activities 21,954 1,857,884 Net (decrease)/ increase in cash and cash equivalents (1,234) 51,897 Cash and cash equivalents at the beginning of the period 52,308 Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the period 51,087 52,308 A-7

130 A PPENDIX B PROFIT FORECAST OF THE EXISTING PORTFOLIO AND THE ENLARGED PORTFOLIO Statements contained in this section which are not historical facts may be forward-looking statements. Such statements are based on the assumptions set forth in this section and are subject to certain risks and uncertainties which could cause actual results to differ materially from those forecasted. Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by the Managers or any other person nor that these results will be achieved or are likely to be achieved. The following table sets out FHT s forecast statement of total return for the period from 1 October 2016 to 31 December 2016 (the Forecast Period ) for the Existing Portfolio and the Enlarged Portfolio (the Profit Forecast ), which has been prepared in accordance with the accounting policies adopted by FHT in the 2015 Audited Financial Statements. The Profi t Forecast has been examined by the Independent Accountants and should be read together with their report contained in Appendix C of this Offer Information Statement as well as the assumptions and sensitivity analysis set out in this Appendix. The Profi t Forecast for the Enlarged Portfolio has been prepared assuming the following assumptions: (a) the Total Acquisition Cost and working capital for the Proposed Acquisitions are funded through: (i) (ii) issuance of 441,549,281 Rights Stapled Securities on the basis of 32 Rights Stapled Securities for every 100 existing Stapled Securities at the Issue Price of S$ ; and issuance of approximately 3.3 million new Stapled Securities as satisfaction of the MIT Manager Acquisition Fee of A$2.3 million (approximately S$2.4 million) and Trustee-Manager Acquisition Fee of A$ 0.03 million (approximately S$ 0.03 million). (b) (c) (unless otherwise stated) the Proposed Acquisitions are completed on 31 October The profi t forecast of the Enlarged Portfolio comprises the Existing Portfolio s forecast for the entire Forecast Period and the forecast from the Proposed Acquisitions for the period from 1 November 2016 to 31 December 2016; and the REIT Manager s management fees, MIT Manager s management fees, property management fees, Trustee-Manager s management fees for the Forecast Period are assumed to be 100% payable in Stapled Securities at TERP of S$ per Stapled Security and will be paid in May B-1

131 FHT S FORECAST STATEMENT OF TOTAL RETURN Forecast Period (1 October 2016 to 31 December 2016) Existing Portfolio S$ 000 Enlarged Portfolio S$ 000 Gross revenue 32, ,345.3 Less: Property operating expenses (4,753.0) (8,207.6) Net property income 27, ,137.7 Depreciation (1,202.7) Acquisition fee paid in Stapled Securities (2,423.3) REIT Manager s management fees (2,159.4) (2,167.3) Trustee-Manager s management fees (7.9) Other management fees (812.7) (1,051.5) Trustee s fees (115.5) (122.1) Other trust expenses ( 947.4) (1,014.8) Non-capitalisable expenses in relation to the Proposed Acquisitions and Rights Issue (14,690.1) Finance costs, net (5,113.9) (5,131.9) Total return before tax 18, ,326.1 Taxation (1,312.3) (1,409.6) Total return after tax 17, Add: Non-tax deductible items and other adjustments 4, ,302.6 Income available for distribution 21, ,219.1 Income available for distribution attributable to: - Stapled Securityholders 20, , Perpetual Securities holders 1, , , ,219.1 B-2

132 FHT S FORECAST STATEMENT OF TOTAL RETURN Number of Stapled Securities in issue and issuable at end of period ( 000) Forecast Period (1 October 2016 to 31 December 2016) Existing Portfolio Enlarged Portfolio 1,395,759.0 (1) 1,841,231.3 (2) Forecast Distribution per Stapled Security ( DPS ) (cents) Closing Price (cents) 79.0 Issue Price (cents) 60.3 TERP (cents) 74.5 Normalised forecast DPS (cents) (4) Illustrative annualised distribution yield (%) (3) 7.5% 7.0% (4) Notes: (1) The number of Stapled Securities issued and issuable at the end of the Forecast Period includes (i) the estimated number of Stapled Securities of 1,390.4 million Stapled Securities outstanding as of 30 September 2016, (ii) the 1.7 million new Stapled Securities to be issued to satisfy the payment of property management fees payable to FHPL and FHUK, and (iii) the 3. 7 million new Stapled Securities to be issued to satisfy the payment of the REIT Manager s base and performance fees and the MIT Manager s base and performance fees. (2) The number of Stapled Securities issued and issuable at the end of the Forecast Period includes: (i) the estimated number of Stapled Securities of 1,390.4 million Stapled Securities outstanding as of 30 September 2016, (ii) approximately million Rights Stapled Securities issued at the Issue Price, (iii) the 3.3 million new Stapled Securities issued at TERP to satisfy the acquisition fees payable to the MIT Manager and Trustee-Manager, (iv) the 1.8 million new Stapled Securities that are issuable at TERP to satisfy the payment for the property management fees payable to FHPL and FHUK, and (v) the 4.2 million new Stapled Securities that are issuable at TERP to satisfy the payment of the REIT Manager s base and performance fees, the MIT Manager s base and performance fees, and the Trustee-Manager s base and performance fees. (3) The months of October to December used in the Profi t Forecast are seasonally stronger for the Existing Portfolio and the Proposed Acquisitions. As such, the annuali sed distribution yield is for illustrative purposes only. (4) Assumes that the Proposed Acquisitions are completed on 1 October 2016, so as to illustrate the normalised forecast DPS. Please note that the assumed completion date of 1 October 2016 is strictly for illustrative purposes solely for the purpose of illustrating the normalised forecast DPS and normalised annualised distribution yield. The forecast DPS of the Existing Portfolio would be cents assuming the net proceeds raised from the Rights Issue were used for the repayment of loans on 1 October 2016 to reduce the interest expense during the Forecast Period (excluding any gains or losses that may result from an unwinding of existing interest rate swap contracts or cross currency swap contracts relating to the repayment of loans). B-3

133 SECTION A: ASSUMPTIONS The major assumptions made in preparing the Profi t Forecast for the Existing Portfolio and the Enlarged Portfolio are set out below. The Managers considers these assumptions to be appropriate and reasonable as at the date of this Offer Information Statement. 1. Gross Revenue Gross revenue comprises (i) gross rental income under the master lease agreements in respect of the Properties (the Master Lease Agreements ) and (ii) GOR of the Hotel. Gross rental income under the terms of the Master Lease Agreements comprises a Fixed Rent and a Variable Rent. The breakdown of gross revenue into Fixed Rent and a Variable Rent and GOR of the Hotel is as follows: S$ 000 Fixed Rent from the Existing Portfolio 14,311.2 Variable Rent from the Existing Portfolio 18,083.9 GOR of the Hotel 5,950.2 Gross revenue 38,345.3 The Fixed Rent under the terms of the Melbourne Master Lease Agreement is A$5.9 million per annum. Variable Rent for the Hotel under the Melbourne Master Lease Agreement is at 86.0 % of the Hotel s GOP less the fi xed rent (plus any unutilised balance in the FF&E reserve which is not carried to the following fi scal year by mutual agreement between the parties). The total gross rental income under the Melbourne Master Lease Agreement is eliminated in the Profi t Forecast as the amount is payable by an indirect subsidiary of FH-BT to an indirect subsidiary of FH-REIT and the GOR of the Hotel is recorded as gross revenue in FHT s Profi t Forecast. The GOR and GOP of the Properties and the Hotel are forecast based on the following assumptions: Gross Operating Revenue ( GOR ) The GOR consists of (i) room revenue, (ii) F&B revenue, and (iii) other income. (i) Room revenue The room revenue of the Properties and the Hotel for the Forecast Period is based on the total number of rooms and revenue per available room ( RevPAR ), which is in turn driven by the average daily rate ( ADR ) and the occupancy rate as follows: Enlarged Portfolio Currency ADR Occupancy rate RevPAR Singapore SGD % Malaysia MYR % Japan JPY 15, % 13,049.5 Australia (Existing Portfolio) AUD % Australia (Novotel Melbourne on Collins) AUD % The United Kingdom GBP % 96.2 Germany EUR % 76.5 For the Forecast Period, room revenue is expected to constitute approximately 65.0% of the total GOR of the Enlarged Portfolio. B-4

134 Forecast occupancy rate and ADR are derived after taking into account the historical and current operating performance of the Properties and the Hotel. Other factors considered include the prospects of the respective market s hospitality industry, the expected demand and supply of hotel rooms, the competitive position of competing hotels, major conventions and events that are scheduled to take place. (ii) F&B revenue F&B revenue encompasses revenue from the restaurants, lounges and bars, including revenue from catering services, banqueting sale and conference room hire, room service and room mini-bar sales. Forecast F&B revenue is expected to constitute approximately 30.0% of the total GOR of the Enlarged Portfolio. The forecast F&B revenue is estimated based on the historical performance of the F&B sales and taking into account the expected occupancy rates, as well as expected bookings for banquets, wedding dinners, corporate meetings and other corporate events. (iii) Other income Other income includes income from provision of telecommunication services, internet broadband services, laundry services and the usage of business centres. Forecast other income is expected to constitute approximately 5.0% of the GOR of the Enlarged Portfolio. Operating Expenses The operating expenses of the Properties and the Hotel include (i) payroll expenses, (ii) cost of sales, and (iii) other expenses. The operating expenses of the Hotel are recorded as property operating expenses in FHT s Profi t Forecast. (i) Payroll expenses Payroll expenses relate to wages, salaries and the related staff benefi ts in connection with the hiring of full-time and temporary staff to carry out day-to-day operations including administrative, sales and marketing, human resource and training, housekeeping services, reception services, security services, F&B, administrative, marketing, property operation and maintenance and other services. For the Forecast Period, payroll expenses are estimated based on historical payroll costs and after adjusting for an expected increment. In addition, consideration has been given to staffi ng requirements by taking into account the forecast performance (in particular, expected occupancy levels, expected banqueting demand and expected operating effi ciencies). (ii) (iii) Cost of sales Cost of sales relates to direct costs (including payroll expenses) incurred in the provision of F&B services, telecommunication services, and internet broadband services. Cost of sales has been forecast to vary in proportion to room revenue and F&B revenue, taking into consideration cost effi ciencies. Other expenses Other hotel expenses include costs of guest supplies, repair and maintenance expenses, laundry services, cost of uniforms, reservations fees paid to travel agents, F&B costs in the guest lounge, selling and marketing expenses, and administrative and general expenses. Cost of guest supplies includes costs of linen laundry and room consumables. B-5

135 Repair and maintenance expenses relate to costs incurred for the upkeep of the Properties and the Hotel, including the cost of materials, supplies and contracts related to general repair and maintenance. Selling and marketing expenses relate to costs incurred in marketing, advertising and promoting the Properties and the Hotel as well as commission to third parties. Administrative and general expenses include credit card commissions, security services, maintenance of IT systems and other general and administrative expenses. 2. Property Operating Expenses Property operating expenses comprise (i) property related taxes, (ii) insurance expenses, (iii) other property expenses (including property management fees paid to FHPL and FHUK), (iv) operating expenses of the Hotel, (v) FF&E expenses, and (vi) hotel management fee. 3. Acquisition Fees Trustee-Manager s Acquisition Fee Pursuant to the FH-BT Trust Deed, the Trustee-Manager is entitled to receive for its own account out of the Trust Property, an acquisition fee at a rate of 0.5% for acquisitions from Related Parties and at a rate of 1.0% for all other cases (or such lower percentage as may be determined by the Trustee-Manager in its absolute discretion) of each of the following as is applicable (subject to there being no double-counting): (i) (ii) (iii) in the case of an acquisition of real estate, the acquisition price of any real estate purchased by FH-BT, whether directly or indirectly through one or more special purpose vehicles ( SPVs ), plus any other payments in addition to the acquisition price made by FH-BT or its SPVs to the vendor in connection with the purchase of the real estate (pro-rated if applicable to the proportion of FH-BT s interest); in the case of an acquisition of the equity interests of any vehicle holding directly or indirectly the real estate, the underlying value of such real estate which is taken into account when computing the acquisition price payable for the equity interests of any vehicle holding directly or indirectly the real estate, purchased by FH-BT, whether directly or indirectly through one or more SPVs, plus any other payments made by FH-BT or its SPVs to the vendor in connection with the purchase of such equity interests (prorated if applicable to the proportion of FH-BT s interest); or the acquisition price of any investment purchased by FH-BT, whether directly or indirectly through one or more SPVs, in any debt securities of any property corporation or other special purpose vehicle ( SPV ), owning or acquiring real estate or any debt securities which are secured whether directly or indirectly by the rental income from real estate. For the avoidance of doubt, the acquisition price, or as the case may be, the acquisition value, shall take into account any price or value adjustment to be made post-completion (and the acquisition fee payable to the Trustee-Manager will be adjusted upwards or downwards, as applicable). The acquisition fee is payable to the Trustee-Manager in the form of cash and/or Stapled Securities as the Trustee-Manager may elect, and in such proportion as may be determined by the Trustee- Manager. MIT Manager s Acquisition Fee Pursuant to the Investment Management Agreements for MIT Australia and each underlying MIT sub-trust (including for FHT Melbourne Trust 1), the MIT Manager is entitled to an acquisition fee as follows: B-6

136 The MIT Trustee must pay to the Manager an acquisition fee at the rate of 0.5% for acquisitions from Related Parties and 1.0% for all other cases (or such lower percentage as may be determined by the MIT Manager in its absolute discretion) of each of the following as is applicable (subject to there being no double counting): (i) (ii) (iii) the acquisition price of any real estate purchased by the MIT trust (the Trust ), whether directly or indirectly through one or more SPVs, plus any other payments in addition to the acquisition price made by the Trust or a SPVs to the vendor in connection with the purchase of the real estate (pro-rated, if applicable, to the proportion of the Trust s interest); the underlying value of any real estate state which is taken into account when computing the acquisition price payable for the equity interests of any vehicle holding directly or indirectly the real estate, purchased by the Trust, whether directly or indirectly through one or more SPVs, plus any other payments made by the Trust or a SPV to the vendor in connection with the purchase of such equity interests (pro-rated, if applicable, to the proportion of the Trust s interest); or the acquisition price of any investment purchased by the Trust, whether directly or indirectly through one or more SPVs in any debt securities of any property corporation or other SPV owning or acquiring real estate or any debt securities which are secured whether directly or indirectly by the rental income from real estate. For the avoidance of doubt, the acquisition price, or as the case may be, the acquisition value, shall take into account any price or value adjustment to be made post-completion (and the acquisition fee payable to the MIT Manager will be adjusted upwards or downwards, as applicable). The MIT Manager shall be entitled to alter the rate of the acquisition fee to some percentage smaller than the prevailing rate and shall also be entitled to alter such rate to some percentage higher than the prevailing rate (but within the permitted limits) subject to written notice of any such alteration to all holders being given not less than three months prior to the date the change takes effect. Any increase in the acquisition fee above the permitted limits or any change in the structure of the acquisition fee shall be approved by a special resolution of holders. 4. REIT Manager s Management Fee Pursuant to the FH-REIT Trust Deed, the REIT Manager is entitled to a management fee comprising a base fee of 0.3% per annum of the value of the FH-REIT s Deposited Property and a performance fee of 5.5% of the aggregate Distributable Income of FHT in the relevant fi nancial year (calculated before accounting for the FH-REIT performance fee and FH-BT performance fee, but after accounting for FH-REIT base and FH-BT base fee). There should be no double-counting of fees. In the event that both the REIT Manager and the Trustee-Manager are entitled to the performance fee, such fees payable to both the REIT Manager and the Trustee-Manager will be apportioned based on the respective proportionate contributions of FH-REIT and FH-BT in the performance fee. For the avoidance of doubt, the maximum performance fee payable to both the REIT Manager and the Trustee-Manager collectively is 5.5% per annum of the aggregate Distributable Income of FHT in the relevant fi nancial year (calculated before accounting for the performance fee but after accounting for the base fee). The REIT Manager s management fee shall be reduced by other asset management related fee paid by FH-REIT and its subsidiaries (including fees payable to the MIT Manager). 5. Trustee-Manager s Management Fee Pursuant to the FH-BT Trust Deed, the Trustee-Manager is entitled to a management fee comprising a base fee of 0.3% per annum of the value of the FH-BT s trust property and a performance fee of 5.5% of the aggregate Distributable Income of FHT in the relevant fi nancial year (calculated before accounting for the FH-REIT and FH-BT performance fee). B-7

137 6. Other Management Fees MIT Manager s Management Fee Pursuant to the investment management agreements for MIT Australia and each underlying MIT sub-trust (including for FHT Melbourne Trust 1), the MIT Manager is entitled to a management fee not exceeding a base fee of 0.3% per annum of the total value of MIT Australia s trust property and a performance fee of 5.5% of MIT Australia s aggregate earnings before interest, taxes, depreciation and amortisation of the trust property in the relevant fi nancial year. Kobe Asset Manager s Management Fee Pursuant to the asset management agreement, the Kobe Asset Manager is entitled to an annual management fee of JPY 14.0 million (exclusive of consumption tax). ABS Servicer Fee Pursuant to the servicing agreement, the servicer is entitled to a servicer fee (excluding of applicable service tax or goods and service tax), payable in arrears on a semi-annual basis (save and except for the fi rst and the last servicing period) which is equivalent to an amount of MYR 360, Trustees Fees REIT Trustee s Fee Pursuant to the FH-REIT Trust Deed, the REIT Trustee s fee is presently charged on a scaled basis of up to 0.015% per annum of the value of the FH-REIT Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST. MIT Trustee s Fee and MIT Sub-Trustee s Fee Pursuant to the trust deed for MIT Australia, the MIT Trustee is entitled to a trustee fee of A$55,000 per annum, excluding out-of-pocket expenses and GST. Pursuant to the MIT sub-trust deed, the MIT Sub-trustee is entitled to a trustee fee of A$15,000 per annum, excluding out-of-pocket expenses and GST. There are four sub-trusts, including the new sub-trust (FHT Melbourne Trust 1) and the aggregate fee payable to the MIT Trustee and the MIT Sub-trustee is A$115,000 per annum, excluding out-of-pocket expenses and GST. The Trustee s fees and the MIT Sub-trustee s fees are payable quarterly in arrears. The fees are adjustable yearly by reference to the Australian Consumer Price Index. TMK Trustee s Fee Pursuant to the Japan trust agreement, the TMK Trustee s fee is JPY 5.4 million per annum. ABS Security Trustee s Fee Pursuant to the ABS trust deed, the ABS Security s trustee s fee is MYR 60,000 per annum. Trustee-Manager s Trustee Fee Pursuant to the FH-BT Trust Deed, trustee fee is payable to the Trustee-Manager at the maximum rate of 0.1% per annum of the value of the FH-BT Trust Property, subject to a minimum fee of S$10,000 per month provided that the value of the FH-BT Trust Property is at least S$50 million. It is assumed that no trustee fee is payable to the Trustee-Manager for the Forecast Period as the value of the FH-BT Trust Property is less than S$50 million. B-8

138 8. Other Trust Expenses Other expenses comprise recurring operating expenses such as compliance expenses, annual listing fees, registry fees, audit and tax advisory fees, valuation fees, costs associated with the preparation and distribution of reports to the holders of the Stapled Securities, investor communication costs and other miscellaneous costs. An assessment has been made of other trust expenses for the Enlarged Portfolio for the Forecast Period on the basis of actual historical other trust expenses. 9. Non-Capitalisable Expenses Non-capitalisable expenses comprise one-off stamp duties and other transaction costs paid in relation to the acquisition of the Hotel and Business, and one-off Rights Issue related costs including additional listing fees, design and printing of the Offer Information Statement and roadshow expenses. These non-capitalisable expenses are added back to income available for distribution to Stapled Securityholders. 10. Finance Costs (Net) Finance income relates to interest income from fi xed deposits and cash at banks. Finance costs consist of interest expense incurred in relation to FH-REIT s existing debt obligations at an average cost of borrowing of 2.6% per annum. Amortisation of debt upfront fees has been included in the Profi t Forecast and is added back to income available for distribution to Stapled Securityholders. It is assumed that there is no change in borrowings from 30 June 2016, other than the utilisation of FH-REIT s short-term uncommitted multi-currency loan facility amounting to approximately S$14.2 million in September 2016, which is planned to be repaid in full in October The loan proceeds were used to pay the 10% deposit relating to the Proposed Acquisitions. 11. Taxation Taxation relates mainly to: Japan corporate/withholding tax (i) corporate income tax borne by Excellence Prosperity (Japan) KK ( EPJKK ); (ii) withholding tax on income distribution from Kobe Excellence TMK and EPJKK; and (iii) withholding tax on shareholder s loan interest income from the shareholder s loan extended to EPJKK. Australia withholding tax withholding tax on shareholder s loan interest income from shareholder s loan extended to MIT Australia and FH-BT N MCS Operations Pty Ltd. United Kingdom ( UK ) corporate tax corporate income tax paid by the Jersey companies that own the properties in the UK. Germany corporate tax corporate income tax paid by the Netherlands entity that owns Maritim Hotel Dresden. 12. Investment Properties The aggregate value of the Investment Properties in the Existing Portfolio as the end of the Forecast Period is S$ 2,012.4 million, which is assumed to be unchanged from the aggregate value stated in the YTD 9M2016 Unaudited Financial Statements. The Managers have assumed the same aggregate value for the Existing Portfolio at the end of the Forecast Period. B-9

139 13. Property, Plant and Equipment The cost of (i) the Hotel (including freehold land and building), (ii) FF&E, and (iii) related acquisition, is recorded as Property, Plant and Equipment in FHT s balance sheet. During the Forecast Period, FHT has depreciated the cost of the Hotel building over 50 years, and the FF&E over its remaining useful life. No depreciation is provided on the freehold land. 14. Accounting Standards The Managers have assumed that there will be no change in applicable accounting standards or other fi nancial reporting requirements that may have a material effect on the forecast. A summary of the significant accounting policies can be found in the 2015 Audited Financial Statements. 15. Other Assumptions Managers have made the following additional assumptions in preparing the Profi t Forecast: (i) (ii) (iii) (iv) other than the Proposed Acquisitions, the property portfolio of FHT remains unchanged; there will be no material change to the respective carrying values of the properties in the Enlarged Portfolio held by FHT; assets transferred and liabilities assumed under the Hotel Assets SPA are measured at their carrying values which equal the purchase consideration and is assumed to approximate their fair values on the acquisition date. other than for the purposes mentioned in this Offer Information Statement, there will be no further capital raised during the Forecast Period; ( v) there will be no material change the relevant tax exemptions, tax remissions, preferential tax treatments and Tax Rulings granted remain valid and applicable; (vi) (vii) there will be no material change to the circumstance upon which the Tax Rulings are granted and that the terms and conditions of the Tax Rulings are complied with; the FH-REIT debt facilities are available during the Forecast Period at the assumed average cost of borrowing of 2.6 %; (viii) all leases and licences are enforceable and will be performed in accordance with their terms; ( ix) there will be no pre-termination of any committed leases; ( x) distribution to perpetual securities holders at 4.45% per annum; (xi) 100.0% of the distributable income attributable to Stapled Securityholders in respect of the Forecast Period will be distributed; (xii) the foreign exchange rate applied for the Total Acquisition Cost is assumed as A$1:S$ ; and (xiii) the foreign exchange rates applied in the preparation of the Profi t Forecast are assumed as follows: A unit of foreign currency S$ Ringgit Malaysia (MYR) Japanese Yen (JPY) Australian Dollar (AUD) Sterling Pound (GBP) Euro (EUR) B-10

140 SECTION B: SENSITIVITY ANALYSIS FOR THE EXIS TING PORTFOLIO AND THE ENLARGED PORTFOLIO Gross Revenue Changes in gross revenue will impact the net property income of FHT and, consequently, the DPS. The assumptions for gross revenue have been set out earlier in this section. The effect of variations in the gross revenue on DPS is set out below (assuming other variables remaining constant): DPS for the Forecast Period (1 October 2016 to 31 December 2016) Singapore cents Existing Portfolio Enlarged Portfolio Gross revenue is 5.0% above base case Gross revenue at base case Gross revenue is 5.0% below base case Property Operating Expenses Changes in property operating expenses will impact the net property income of FHT and, consequently, the DPS. The assumptions for property operating expenses have been set out earlier in this section. The effect of variations in the property operating expenses on DPS is set out below (assuming other variables remaining constant): DPS for the Forecast Period (1 October 2016 to 31 December 2016) Singapore cents Existing Portfolio Enlarged Portfolio Property operating expenses is 5.0% above base case Property operating expenses at base case Property operating expenses is 5.0% below base case Exchange Rates The following table demonstrates the sensitivity of FHT s Net Property Income ( NPI ) to a change in the AUD, EUR, GBP, JPY and MYR exchange rates against SGD. The effect of variations in exchange rates on the NPI is set out below (assuming other variables remaining constant): NPI for the Forecast Period (1 October 2016 to 31 December 2016) S$ 000 Existing Portfolio Enlarged Portfolio AUD, EUR, GBP, JPY and MYR against SGD Strengthened 5.0% 28, ,302.8 Base case 27, ,137.7 AUD, EUR, GBP, JPY and MYR against SGD Weakened 5.0% 26, ,972.7 B-11

141 APPENDIX C INDEPENDENT ACCOUNTANTS REPORT ON THE PROFIT FORECAST The Board of Directors Frasers Hospitality Asset Management Pte. Ltd. (the Manager ) (in its capacity as Manager of Frasers Hospitality Real Estate Investment Trust) 438 Alexandra Road #21-00 Alexandra Point Singapore Perpetual (Asia) Limited (formerly known as The Trust Company (Asia) Limited) (the Trustee ) (in its capacity as Trustee of Frasers Hospitality Real Estate Investment Trust) 8 Marina Boulevard #05-02 Marina Bay Financial Centre Singapore The Board of Directors Frasers Hospitality Trust Management Pte. Ltd. (the Trustee-Manager ) (in its capacity as Trustee-Manager of Frasers Hospitality Business Trust) 438 Alexandra Road #21-00 Alexandra Point Singapore September 2016 Dear Sirs Letter from the Independent Accountants on the profit forecast for the period from 1 October 2016 to 31 December 2016 This letter has been prepared for inclusion in the Offer Information Statement ( OIS ) of Frasers Hospitality Trust, comprising FH-REIT and its subsidiaries ( FH-REIT Group ) and Frasers Hospitality Business Trust ( FH-BT ) and its subsidiaries ( FH-BT Group ), collectively referred to as FHT, dated 20 September 2016 in connection with the proposed renounceable rights issue ( Rights Issue ) of FHT. The directors of Frasers Hospitality Asset Management Pte. Ltd. and Frasers Hospitality Trust Management Pte. Ltd. (the Directors ) are responsible for the preparation and presentation of the profi t forecast of FHT for the fi nancial period from 1 October 2016 to 31 December 2016 (the Profi t Forecast ) as set out on pages B-2 to B-3 in Appendix B of the OIS, which have been prepared on the basis of their assumptions (the Assumptions ) as set out on pages B-4 to B-1 0 in Appendix B of the OIS. We have examined the Profi t Forecast of FHT for the fi nancial period from 1 October 2016 to 31 December 2016 as set out on pages B-2 to B-3 in Appendix B of the OIS in accordance with Singapore Standard on Assurance Engagements 3400 The Examination of Prospective Financial Information ( SSAE 3400 ). The Directors are responsible for the Profi t Forecast including the Assumptions set out on pages B-4 to B-1 0 in Appendix B of the OIS on which they are based. Based on our examination of the evidence supporting the Assumptions, nothing has come to our attention which causes us to believe that the Assumptions do not provide a reasonable basis for the Profi t Forecast. Further, in our opinion, in all material respects, the Profi t Forecast, in so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is consistent with the accounting policies adopted by FHT, and is presented in accordance with the relevant C-1

142 presentation principles of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts (but not all the required disclosures for the purpose of this letter) issued by the Institute of Singapore Chartered Accountants, which is the framework adopted by FHT in the preparation of its fi nancial statements. Events and circumstances frequently do not occur as expected. Even if the events anticipated under the hypothetical assumptions described above occur, actual results are still likely to be different from the Profi t Forecast since other anticipated events frequently do not occur as expected and the variation may be material. The actual results may therefore differ materially from that forecast. For the reasons set out above, we do not express any opinion as to the possibility of achievement of the Profi t Forecast. Attention is drawn, in particular, to the sensitivity analysis of the Profi t Forecast as set out on page B-1 1 in Appendix B of the OIS. Yours faithfully KPMG LLP Public Accountants and Chartered Accountants Singapore C-2

143 APPENDIX D VALUATION SUMMARY LETTER D-1

144 CBRE Valuations Pty Limited ABN Level George Street Sydney NSW 2000 T F Office Retail Industrial Hotels & Leisure Residential Development Retirement & Healthcare Agribusiness Rating & Taxing Government Specialised Assets 30 August 2016 DELIBERATELY EMPTY TABLE ROW Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation wesley.milsom@cbre.com.au The Board of Directors Frasers Hospitality Asset Management Pte. Ltd. (as manager of Frasers Hospitality Real Estate Investment Trust); and Frasers Hospitality Trust Management Pte. Ltd. (as trustee-manager of Frasers Hospitality Business Trust). 438 Alexandra Road #21-00 Alexandra Point Singapore Perpetual (Asia) Limited (in its capacity as trustee of Frasers Hospitality Real Estate Investment Trust). 8 Marina Boulevard #05-02 Marina Bay Financial Centre Singapore Dear Sirs, Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Instructions CBRE Valuations Pty Limited ( CBRE ) accepted instructions dated 4 July 2016 to prepare a market Valuation for the freehold interest in the property listed above. The Valuation is to be relied upon for inclusion in the Offer Information Statement to be issued in connection with a proposed rights issue by Frasers Hospitality Trust, a stapled group listed on the Singapore Exchange Securities Trading Limited (the Purposes ). CBRE specifically disclaims liability to any person in the event of any omission from, or false or misleading statements included in, the Offer Information Statement, other than in respect of the valuation report and this valuation summary and the information there in. This summary letter is for the use of the addressees and for the Purposes specified above and in paragraph of the full Valuation Report. The Valuation is prepared in accordance with the Australian Property Institute Australia and New Zealand Valuation and Property Standards January 2012, having regard to ANZVGN 8, Valuations for use in Offer Documents. The instructions specifically request us to provide our opinion of the market value of the property on the following basis: Market Value - As Is - Subject to the Current Management Arrangements Bullet CBRE has been instructed to provide a full Valuation Report in addition to this Summary Letter which is to be included in the Offer Information Statement document. In accordance with ANZVGN 8, our Valuation Report draws attention to the key issues and considerations impacting value and provides a detailed Property Risk Assessment and SWOT Analysis, plus the report details our Critical Assumptions, Assumptions, Disclaimers, Limitations and Qualifications and our Recommendations. As commercial investments of this nature are inherently complex and the market conditions have changed and/or have been uncertain in recent times, it is considered prudent to consider the entire contents of our Valuation Report. Therefore, we strongly recommend that this Summary Letter is to be read and considered D-2

145 Valuation & Advisory Services together with the Valuation Report. We accept no responsibility for reliance upon the Summary Letter alone. A copy of the full Valuation Report can be obtained from Frasers Hospitality Asset Management Pte. Ltd. Brief Description of the Property and Management Details The Novotel on Collins Hotel comprises a 380 room, 4.5 star medium rise hotel which opened in Facilities include restaurant, bar, conference and meeting facilities and recreation facilities. The hotel has a shopfront access from Collins Street, reception is on an upper level. The hotel is held as one lot of a two lot subdivision, the second lot is the St Collins Lane retail centre which recently completed a major upgrade. The hotel includes a commercial car park within a strata titled basement car park operation at 233 Collins Street. There are 72 separate titles which provide approximately 66 single bays, 6 tandem bays and 3 storage areas. Cars are however currently parked over the titles and common areas, resulting in an operation with 106 bays, mostly stacked by in house attendants. The valuation relates to the Hotel and car park only. The property is currently managed by Accor and operates under the Novotel brand. Market Movement The valuation referred to above represents the value of the property as at the date of valuation only. The value assessed may change significantly and unexpectedly over a relatively short period of time (including as a result of general market movements or factors specific to the particular property or particular property sector). CBRE is not liable for losses arising from any subsequent changes in value. Critical Assumptions and Reliance on Information Provided A summary of the Critical Assumptions noted in the full Valuation Report are noted as follows: Unfortunately there are limited directly comparable sales of a similar location and nature which concisely and accurately reflect the value of the subject property. We have therefore relied on the most comparable sales available as a guide to market value. No major political or economic disturbance or major shock event will occur during the projection period. We have not been provided with a copy of the contract of sale for the property and as such, we have relied on information provided by Frasers Hospitality Asset Management Pte. Ltd. We have relied upon information provided by Frasers Hospitality Asset Management Pte. Ltd. Along with information sourced from the due diligence data. Our valuation is based upon the most current information available at the time the valuation was prepared. CBRE accepts no responsibility for subsequent changes in information as to income, expenses or market conditions. Any subsequent change in net income may also have a corresponding change to the value. In the current market it is our view that a 6 month marketing period may be required to effect a disposal of the interest in the asset assuming a professional marketing campaign. Special Valuation Note Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 2 D-3

146 Valuation & Advisory Services The Novotel on Collins Hotel is located atop the Australia on Collins Retail Arcade (AOC). Substantial works have been ongoing throughout 2015 on a redevelopment of AOC, upon completion the venue will be relaunched as the St Collins Lane retail precinct. During 2015 the development works have been to the detriment of hotel trading. It is noted that the Conference facilities in the hotel were closed from October 2014 to early December Completed in May 2016, St Collins Lane Retail comprises approximately 68 retail tenancies with international retailers targeted for the ground level, Australian fashion on level 1 and restaurants on Level 2. Retailing will also be located on the lower ground levels. The centre incorporates high quality finishes in line with the prestigious tenancy mix. Our discussion with hotel management indicates that the major (noisy) works within the Collins Lane precinct was completed in 2015, this was followed by a tenancy fitout period during the first quarter of Management indicated that the impacts of the works to the retail outlets at the Collins Street frontage impacted on the hotel as the perception was that the works were still ongoing. The second half of trade for 2016 is expected to show a marked improvement, with 2017 forecast to be a strong year as the hotel will be able to trade without any disruptions from upgrades, building works and refurbishments that have been occurring onsite since Report Content Our full Valuation Report, in addition to the content noted earlier, contains detailed information and description pertaining to: Instructions, Reliance and Liability; Site Details including Location, Legal, Environmental and Town Planning; Building Improvements; and our analysis of the asset s Occupational and Financial attributes. This is followed by a comprehensive Economic, Investment Market and Hotel Market Overview and details of the sales evidence regarded, along with our Investment Considerations. Finally, the report considers the value and marketability of the property. We again refer the reader of this letter to our Valuation Report for detail in respect of the above items. Market Commentary Our overview focuses on two broad elements of the market, firstly, the performance of the Australian and Melbourne Tourism markets with record occupancy levels and continued improvement in the ADR has facilitated income growth and secondly the strength of capital markets and the associated impact on investment demand: Australia s economy has transitioned from a strong resources base to one where services industries have become considerably more prominent in terms of export production which supported by an Australian currency level that also encourages tourist visitations. These encouraging market fundamentals must be viewed in the global context which sees China s economy slowing, lower demand for mineral resources and political instability in various regions. In our view the Australian Tourism market is positioned to support solid longer term performance well into the future primarily because of affordability, scale & diversity offered, safety and substantial tourism infrastructure. In our view the Melbourne tourism market will continue to deliver room demand growth, however given the high levels of occupancy currently experienced this growth in expected to be somewhat constrained over the next two years as a consequence of lack of new supply. The usual market reaction in such situations is to increase ADR, the limiting factor in this respect is a reticence by the corporate sector to accept rate growth much in excess of CPI. Over this period we expect Melbourne s occupancy to sit in the 80% to 85% range with ADR growth of some 3.0% annually. From 2018 onwards, significant new supply is expected to enter the Melbourne market including several projects in the CBD and Docklands precinct. We estimate this supply will increase the total Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 3 D-4

147 Valuation & Advisory Services supply in the region of 10% to 12% or approximately 2,500 new guest rooms. A similar situation occurred in Melbourne in the period 2010 to 2012 when approximately 2,000 new rooms entered the market, the overall effect on occupancy was negligible, the average occupancy stayed at 78% throughout this period. In our opinion a similar outcome is likely to occur in the Medium Term as this new supply is following a period of constrained demand and in a market which enjoys a wide range of demand drivers throughout the year and perhaps more importantly provide demand on a seven day a week basis which is a feature of the Melbourne market. Over the Medium term we anticipate Occupancy falling slightly to around 80%. In respect of ADR the additional supply will tend to prompt some discounting from some existing venues, whilst the new venues will push for strong ADR levels due to the new appeal of the premise. The overall market ADR is therefore expected to grow at or about CPI levels. Investment in Australia hotel property continues to be strong and dominated by foreign capital, typically from Asian based investors. Unlike Australian investors who tend to be single asset class focused, multi-disciplined Asian capital is drawn to our attractive yields, our growth story, transparency and liquidity. The continued strength of the performance of most CBD hotel markets and the rebound of Australia s leisure based destinations, the low $A, coupled with the strong appetite for Australian Hotel assets, has resulted in driving down yields and lifting values was a record year for hotel investment attracting over $2.5Bn of new capital for the first time. It also showed the highest average per room and the lowest average yield as investors showed confidence in the future performance of their investment destination. Notable sales during the year have clearly emphasised a shift of investment intention to this asset class. Investment Sales Evidence In order to assess the appropriate market parameters for the subject property, we have considered recent major hotel transactions throughout Australia. The sales analysis indicates: Initial yields of 5.71% to 7.58%. Internal Rates of Return (on a 5 year cash flow basis) of 7.88% to 9.13%. Rates per Room of A$231,111 to A$525,696. These sales demonstrate investment activity during the last twelve months. Not all of the sales are considered to be directly comparable, however they do provide a range of evidence and set the parameters upon which we have based our assessment of value of the subject property. Valuation Rationale In arriving at our opinion of value, we have considered relevant general and economic factors and in particular have investigated recent sale transactions of comparable properties. We have placed primary emphasis on the capitalisation of net income approach and have additionally undertaken a DCF analysis as a supporting method of valuation. A detailed explanation of the assets investment credentials and the application of the capitalisation approach and DCF methodology is provided in the full Valuation Report. Valuation Summary Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 4 D-5

148 Valuation & Advisory Services In accordance with the instructions, we summarise our valuation conclusion as at 26 July 2016, as follows: Novotel on Collins Market Value As Is - Subject to the Current Management Agreement A$239,000,000 (Two Hundred and Thirty Nine Million Dollars) net of GST SWOT Analysis, Risk Assessment, Investment Considerations Strengths Prime location, centrally located within Melbourne s CBD. The property is in close proximity to prime office precincts, CBD retail core and tourism infrastructure. Good levels of natural light to hotel rooms and facilities Guest amenity is enhanced by surrounding tourist attractions and convenient access to public transport. The hotel offers good quality rooms, significant function space and leisure facilities. The investment market for hotel property remains buoyant. Management agreement which is considered advantageous to the property owner. Limited new competitive supply in this precinct in the foreseeable future. Uniform quality of the guest room inventory catering to all business segments. Good quality of the conference room facilities. Broad business mix at the hotel. Management provides the owner with the opportunity to obtain vacant possession (subject to termination compensation). Managed by a well recognised international hotel operator. Strong management reputation, systems and ability to drive business Weaknesses Hotel lacks a grand entry point and/or porte cochere on Collins Street. Car parking is off site valet car parking only for guests. Long walking distance from the lift to some hotel rooms. Hotel is a lot on plan of subdivision which could affect long term development opportunities. Substantial volume of new hotel room supply mooted for the Melbourne market. Hotel exists as a strata lot on subdivision which may reduce appeal in market. Large hotel where payroll costs are significant exposure to Award or EBA changes. Unexpected downturn in market demand can expose profitability to fixed costs. Higher operating costs as all goods must be brought to the trading areas via lift. Significant local competition for high yielding corporate business. Opportunities St Collins Lane luxury retail project has improved locational qualities and CBD presence of the hotel. Rooms quality provides management with a uniform inventory which should support higher room rates and an opportunity to penetrate further into the higher yielding business segments. Good quality of the conference facilities widens the potential scope of this segment of the business which should flow through to room night demand. Upgraded hotel bar, café and restaurant area is anticipated to underpin greater guest capture and enhance walk-in business. May be sold separately to the retail component of the complex. Market over the next five years is anticipated to provide opportunities for some room rate growth. Stronger demand for conferences and functions is anticipated over the next several years as corporate spending on this sector increases to historic levels. Threats/RISKS (Risk Ratings: 1=Low, 2=Low to Medium, 3=Medium, 4=Medium to High, 5=High) Several mooted hotel developments in the CBD Risk Rating 2. Market rebound as currently anticipated fails to materialise Risk Rating 3. Separating the two strata lots (retail and hotel) may add another level of costs in managing the property Risk Rating 2. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 5 D-6

149 Valuation & Advisory Services Venue has substantial fixed costs which could affect profitability in slow trading periods Risk Rating 2. MARKET INSTABILITY Despite any other comment / forecast in this advice, should a major local or global financial event or natural disaster occur, we recommend CBRE be instructed to review the potential impact on the assessed value. The market has been performing at levels considered to be at or near the top of the cycle. The likelihood of market conditions remaining at these levels in the long term is unlikely. If economic and real estate market conditions deteriorate in the future, then the market value of this asset may decline. This inherent risk factor should be considered in any investment decisions Note: Our observations within the SWOT Analysis/Risk Assessment and the body of this report provide our opinion of the property as at the date of valuation. This opinion has been based on many factors including our research data and knowledge of the property market and reflects the nature and standard of the property, inherent characteristics and current market conditions. While it is impossible to predict with any degree of accuracy future trends, we have endeavoured to provide the likely short to medium term performance prospects for the property on the basic assumption that future market and economic conditions do not vary from those that existed at the date of valuation. Due to the periodic volatility of the property market brought about by various factors including changing economic and market conditions, caution must be exercised when referring to envisaged future trends, as these cannot be guaranteed. Consent CBRE provides its consent for the inclusion of this Summary Letter within the Offer Information Statement. Recipients of the Offer Information Statement should take note of the following liability disclaimers. Liability Disclaimer a) CBRE is not operating under an Australian Financial Services Licence when providing the full Valuation Report or this Summary Letter and those documents do not constitute financial product advice. Investors should consider obtaining independent advice from their financial advisor before making any decision to invest in/with Frasers Hospitality Trust. b) CBRE disclaims any liability to any person in the event of an omission from, or false and misleading statements included in the Offer Information Statement, other than in respect to this Summary Letter and the full Valuation Report. c) The Valuation Report and this Summary Letter are strictly limited to the matters contained within those documents, and are not to be read as extending, by implication or otherwise, to any other matter in the Offer Information Statement. Without limitation to the above, no liability is accepted for any loss, harm, cost or damage (including special, consequential or economic harm or loss) suffered as a consequence of fluctuations in the real estate market subsequent to the date of valuation. d) CBRE has prepared the full Valuation Report and this Summary Letter relying on and referring to information provided by third parties including financial and market information ( Information ). CBRE assumes that the Information is accurate, reliable and complete and it has not tested the information in that respect. e) References to the Property s value within this Summary Letter or the Offer Information Statement have been extracted from CBRE s Valuation Report. The Valuation Report draws attention to the key issues and considerations impacting value and provides a detailed assessment and analysis as well as key critical assumptions, assumptions, disclaimers, limitations and qualifications and recommendations. As commercial investments of this nature are inherently complex and the market conditions have changed and/or have been uncertain in recent times, CBRE recommends that this Summary Letter and any references to value within the Offer Information Statement must be read and considered together with the Valuation Report. This Summary Letter is to be read in conjunction with our full Valuation Report and is subject to the Assumptions, Limitations, Disclaimers and Qualifications contained therein. A copy of the full Valuation Report can be Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 6 D-7

150 Valuation & Advisory Services obtained from Frasers Hospitality Asset Management Pte. Ltd. We confirm that this valuation report can be made available for inspection at the registered office of the REIT Manager, in accordance with applicable laws and regulations, including the listing manual of the Singapore Exchange Securities Trading Limited. f) No responsibility is accepted for any loss or damage arising as a result of reliance upon this Summary Letter. g) Neither this Summary Letter nor the full Valuation Report may be reproduced in whole or in part without prior written approval of CBRE. h) CBRE charges a professional fee for producing valuation reports, and a fee was paid by Frasers Hospitality Asset Management Pte. Ltd for the Valuation Report and this Summary Letter. i) We confirm that the valuer does not have a pecuniary interest that would conflict with a proper valuation of the interest in the properties. j) This summary letter is for the use of the addressees and for the Purposes as specified above and in paragraph of the full Valuation Report. Use by, or reliance upon this document by anyone other than those parties named above is not authorised by CBRE and CBRE is not liable for any loss arising from such unauthorised use or reliance. Yours sincerely CBRE Valuations Pty Limited Wesley Milsom National Director CBRE Hotels Valuation & Advisory Services Liability limited by a scheme approved under Professional Standards Legislation. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 7 D-8

151 Valuation & Advisory Services Appendix I Australian and Victorian Tourism Overview Australia s economy has transitioned from a strong resources base to one where services industries have become considerably more prominent in terms of export production which supported by an Australian currency level that also encourages tourist visitations. These encouraging market fundamentals must be viewed in the global context which sees China s economy slowing, lower demand for mineral resources and political instability in various regions. In our view the Australian Tourism market is positioned to support solid longer term performance well into the future primarily because of affordability, scale & diversity offered, safety and substantial tourism infrastructure. The Australian Tourism market has shown the following attributes over the past several years: The Australian market has shown RevPAR growth over the past five years. Occupancy growth over the past three years. ADR growth over the past five years. The RevPAR compound average annual rate growth over the past five years is 2.8%, the CPI equivalent over this same period was 2.0%. Rolling 12 month Australia Market Overview Year End April Occupancy ADR RevPAR Variance % $ $ % $ $ % % $ $ % % $ $ % % $ $ % % $ $ % % $ $ % 100.0% Australia Occupancy - 12 months Year End April 95.0% 90.0% 85.0% Occupancy 80.0% 75.0% 70.0% 65.0% 60.0% 55.0% 50.0% Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 8 D-9

152 Valuation & Advisory Services $200 Australia ADR - 12 months Year End April $190 Average Daily Rate $180 $170 $160 $ Australia RevPAR - 12 months Year End April $170 $160 Revenue Per Available Room $150 $140 $130 $120 $110 $ The Australian market is not homogeneous and is a combination of different markets that, because of their particular local economic and political circumstance, sometimes perform in quite different directions. The future direction of the Australian Tourism Market is considered generally positive with currency relativity and safety / security comfort encouraging inbound tourism and underpinning domestic tourism growth. National Overview (Source: Tourism Research Australia State of the Industry Tourism Update November 2015) Tourism Research Australia provides an analysis of the Australian Tourism Industry, the latest review provides the following commentary for the year ending June 2015: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 9 D-10

153 Valuation & Advisory Services Key Performance Indicators Total visitor spend was $107.1 billion, an increase of 5% on the previous year. 6.6 million international visitors generated 236 million visitor nights and $33.4 billion visitor spend; visitor nights increased by 8.1% and expenditure by 10.6% on the previous year million domestic overnight visitors generated 313 million visitor nights and $55.4 billion visitor spend; visitor nights increased by 6% and expenditure by 4% on the previous year Tourism contributed $43.4 billion to Australia s GDP (2.7%). International Tourism Asian markets remained the driving force behind the strong growth in international tourism in Visitors increased 10.1% to 2.9 million and expenditure increased 17.5% to $16.7 billion (accounting for 66% of total visitor growth and 78% of total expenditure growth, respectively). Significantly, India and China showed substantial growth through the year. This was particularly evident in the March quarter of 2015, predominantly due to Lunar New Year induced travel and Australia successfully hosting a number of major international events, including the ICC Cricket World Cup and Asian Football Cup. Expenditure by Indian visitors surpassed $1 billion for the first time, placing India as Australia s fastest growing expenditure market in percentage terms (up 39%). Considerable growth in nights (up 38% to 13.1 million nights) and visitor arrivals (up 19.9% to 207,000 visitors) has resulted in the average length of stay for Indian visitors in Australia increasing by eight nights on average to 63.2 nights. Of Australia s other major inbound markets, growth in arrivals, nights and expenditure was strongest from the US in Record arrivals from the US (up 8.7% to 544,000), combined with very strong growth in nights (up 14.2% to 12.8 million nights), resulted in a total spend of $3.0 billion through the year (up 14.5%). The performance of other key markets in included: New Zealand visitors up 3.5% to a record 1.2 million, and expenditure up 5.4% to $2.5 billion, and UK visitor numbers remained steady (up 0.4% to 629,000), while there was a moderate decrease in expenditure (down 2.0% to $3.5 billion). International Travel by Segment: Leisure: Solid growth in leisure travel was achieved in , with 4.7 million leisure visitors (up 5.2%), spending $18.4 billion (up 7.9%), and a total of million nights (up 2.8%). Business: International business travel increased marginally (up 1.1% to 831,000 visitors), with moderate growth in business travel expenditure (up 3.0% to $3.5 billion). Business travel expenditure growth was strongest from French and Indian markets (up 40% and 28%, respectively). Education: Education sector performance was very strong in Education visitor expenditure grew 15.7% to reach $7.5 billion in , fuelled by equally strong growth in visitors and nights (up 14.1% and 11.5%, respectively). The sector remains the highest yielding per trip, with education visitors spending $18,167 during their trip (on average). Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 10 D-11

154 Valuation & Advisory Services Year Ending March 2016 TRA Update: International Visitor Survey results show international visitors to Australia spent a record $37.9 billion in the year ending March 2016, 17% or $5.4 billion more than the previous year. The number of visitors aged 15 years and over reached 7.1 million, increasing by 575,000 (9%) from the previous year, and nights were up 8% to 248 million. Spending by tourists increased across the top-five markets: China: spend increased 38% to $8.9 billion, visitors increased 23% and nights 15% UK: spend increased 10% to $3.9 billion and visitors 5%. Nights fell 2% USA: spend increased 22% to $3.6 billion, visitors increased 12% and nights 9% New Zealand: spend up 6% to $2.6 billion, visitors increased 5% and nights 2% Japan: spend increased 10% to $1.5 billion, visitors increased 12% and nights 7%. Leisure travel accounted for more than half (56%) of total trip spend for the year, while education contributed one quarter (25%). The strong growth in expenditure saw increases for spend on package tours up 22% to $4.4 billion, shopping up 21% to $3.8 billion and food, drink and accommodation up 12% to $11.0 billion. There was large growth in visits to wineries (28%) and farms (14%), arts and heritage destinations including historical sites and monuments (18%) and festivals and cultural events (16%). Other attractions included outdoor and nature locations such as botanical gardens (up 14%), national parks (13%) and beaches (12%). There was also a notable 23% increase in participation in sailing, windsurfing and kayaking. Domestic Tourism All three measures of Domestic Tourism showed growth in FY 2015 over FY2014, in brief these comparisons are: Domestic Overnight Trips increased by 5.2% to 83.2 million trips; Domestic Visitor Nights increased by 6.2% to 313 million nights; Domestic Expenditure on Tourism increased by 4.0% to $55.4 billion. Growth in domestic overnight trips and nights occurred across all states and territories, with expenditure increasing in all states except Queensland (down 0.7% to $13.7 billion). While both Tasmania and the ACT recorded very strong growth in expenditure (up 16.5% and 11.3%, respectively), 75% of actual growth came from New South Wales, Victoria and Western Australia. The variance between FY 2015 and FY 2014 for the three main Domestic Travel Segments is detailed as follows: Purpose Trips Nights Expenditure Holiday -0.6% -2.5% 1.2% VFR 5.0% 3.8% -2.2% Business 15.8% 32.8% 13.0% Domestic overnight trips to regional Australia increased 6.4% to 52.4 million trips, accounting for 76% growth in overnight domestic trips in Despite this, half of visitor expenditure was spent outside of the capital cities due to higher average spend per night in capital cities ($242) compared to regional destinations ($141). Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 11 D-12

155 Valuation & Advisory Services Tourism Growth Forecasts Tourism Research Australia has undertaken an outlook for Tourism in Australia (Source: Tourism Research Australia State of the Industry Tourism Update November 2015), these forecasts are summarised as follows: Total Tourism in Australia: International Tourism in Australia: Domestic Tourism in Australia: TRA s forecasting suggests that the share of visitor nights spent in Hotels, Motels & Serviced Apartments will decrease slightly from the current 11.1% in FY 2015 to an average 10.5% in FY Nevertheless, these forecasts indicate a growth in visitor nights from 62.3 million to 73.5 million spent in Hotels, Motels & Serviced Apartments. Victorian Tourism Overview Visitation to Victoria has shown steady growth over the past several years, this is despite a peak in 2006 caused by the Commonwealth Games, room nights occupied continued to increase, albeit at slower rates, over the following two years. Underpinning these results are several factors including: Strong sporting and cultural events calendar. Substantial infrastructure improvements and additions at Melbourne Airport which has facilitated year on year growth in passenger numbers. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 12 D-13

156 Valuation & Advisory Services Ongoing promotional activity by Tourism Victoria and implementation of State Government initiatives. Completion of several new and very good quality regional hotel/conference facilities. Increased Melbourne room supply capacity. Underlying strength of the corporate market segment and convention facilities in Melbourne / Victoria. The following table provides an overview of the Victorian Tourism Market using the most current tourism accommodation survey data issued by the Australian Bureau of Statistics (12 month period ending 30 June 2015) which reveals a five year average annual growth in revenue per available room (RevPAR) of 4.7%. Victoria > 14 Rooms - All Premises - Tourist Accommodation Summary Year End Properties No. Rooms RNA Growth RNO Growth Occupancy ADR Growth Room Yield Growth June ,196 14, % 8, % 63.3% $ % $ % ,014 14, % 9, % 62.7% $ % $ % ,659 14, % 9, % 65.4% $ % $ % ,764 15, % 10, % 65.6% $ % $ % ,370 15, % 10, % 66.1% $ % $ % ,383 15, % 10, % 67.2% $ % $ % ,167 17, % 11, % 68.7% $ % $ % CAG % 5.4% 2.8% 4.7% Source : ABS Tourist Accommodation Survey Data Overview For the 12 month period to end December 2015 Victoria hosted 121,565,000 domestic and international visitor nights, this represented an increase of 7.2% on the previous 12 month period. The following table provides a three year summary: Victoria Visitation Statistics - 3 Year Summary Year Ending December Domestic Trips 18,309,000 20,293,000 21,615,000 Domestic Visitor Nights 55,018,000 62,848,000 63,410,000 International Visitors 1,958,800 2,133,200 2,422,500 International Visitor Nights 48,418,000 49,874,000 58,155,000 Total Visitor Nights 103,436, ,722, ,565,000 The following charts the movement in room nights spent in Victoria: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 13 D-14

157 Valuation & Advisory Services Room Nights spent in Victoria Total Visitor Nights International Visitor Nights Domestic Visitor Nights Source: Tourism Research Australia 0 50,000, ,000, ,000,000 Room Nights Domestic Tourism The following statistics provide an overview of the Victoria market profile in respect of Domestic tourism: Total Domestic Trips - Victoria Rolling annual (000's) Compund Annual Growth Year ending December ,309 Year ending December ,293 Year ending December , % Visitor Nights Year ending December ,018,000 Year ending December ,848,000 Year ending December ,410, % The split between visitor nights in Victoria generated by Intrastate and Interstate is depicted as follows: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 14 D-15

158 Valuation & Advisory Services Origin of Domestic Travellers in Victoria - Year ending December 2015 Interstate 32.9% Intrastate 67.1% Victoria s share of total Australian domestic travel, measured by trips taken is 19.7%, the share by State / Territory is depicted as follows: Victoria's share of Total Domestic Visitor Nights - Year ending December 2015 Queensland 24% South Australia 6.5% Western Australia 12.9% Victoria 19.7% Tasmania 3.4% New South Wales 28.3% ACT 1.9% Northern Territory 2.6% The most common reason for travel to Victoria is for Holiday or Leisure purposes, this category accounts for 43% of total domestic overnight trips. The primary purpose for domestic travel as indicated by the National tourist survey is displayed in the following chart: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 15 D-16

159 Valuation & Advisory Services Purpose of Domestic Overnight Trips in Victoria - Year ending December 2015 Visiting Friends & Relatives 35% Business 17% Other 5% Holiday or Leisure 43% The mode of transport used to visit Victoria is detailed as: Transport Used, Domestic Overnight Trips to Victoria - Transport Share Air transport 4,807, % Private or company vehicle 15,811, % Other transport 1,505, % Transport not asked 70, % Total 22,193,000 Some 31% of overnight trips to Victoria were spent in Hotel, Resort, Motel or Motor Inn style accommodation, the breakdown by accommodation type being displayed as follows: Accommodation Used, Domestic Overnight Trips - Victoria Year ending December 2015 Private Accommodation 51% Other commercial accommodation 16% Hotels and similar accommodation 32% Other Accommodation 1% In Transit 0% Not Stated/Not Asked 0% Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 16 D-17

160 Valuation & Advisory Services International Tourism The number of international visitors to Victoria for the Year ending December 2015 was approximately 2,422,500, they generated 58,155,000 visitor nights, the following table provides a three year comparison: Visitation to Victoria Rolling annual Visitors CAGR Visitor nights CAGR Year ending December ,958,800 48,418,000 Year ending December ,133,200 49,874,000 Year ending December ,422, % 58,155, % For this period Victoria s share of International Visitors to Australia was 23.9% and of International Visitor Nights to Australia was 23.5%. Some 44.6% of International Visitors use either a Hotel, Resort, Motel or Motor Inn for their accommodation purposes, in terms of Visitor Nights this same accommodation represents 9.7% of the total. Accommodation Type Used - International Visitors to Victoria Year ending December 2015 Accommodation Type Used - International Visitor Nights to Victoria Year ending December 2015 Private 36% Other 1% Private 41% Other 2% Hotel & Similar 10% Other Commercial 18% Hotel & Similar 45% Other Commercial 47% The main purpose of international travel to Victoria is Holiday travel, it accounted for 49.6% of total visitors. In terms of international visitor nights, the largest travel category is Education representing some 30.5% of total international visitor nights. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 17 D-18

161 Valuation & Advisory Services Those countries which are most prolific in respect to International visitors to Victoria are detailed as follows: International Visitors to Victoria - Major Countries Year ending December 2015 China 36% Malaysia 10% United States of America 13% United Kingdom 17% New Zealand 24% The following table provides a more detailed listing of international visitors origin who visited Victoria in the Year ending December 2015: International Visitors to Victoria - Country of Origin Year ending December 2015 Netherlands Switzerland Thailand Italy Scandinavia Korea Taiwan France Japan Canada Indonesia Other Europe Germany Hong Kong Other Asia India Singapore Other Countries Malaysia United States of America United Kingdom New Zealand China 0 100, , , , ,000 Number of Visitors Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 18 D-19

162 Valuation & Advisory Services Victoria All Visitors Business Mix Hotel Accommodation Of the 121,565,000 visitor nights hosted by Victoria during the Year ending December 2015 some 22,063,000 nights were spent in Hotel or similar premises, the business mix for this segment of the market is shown in the following chart: Visitor Nights Spent in Hotels in Victoria Business 32% Visiting friends and relatives 11% Employment 2% Education 1% Other reason 5% Holiday 49% Melbourne Tourism Overview For the 12 month period to end December 2015 Melbourne hosted 74,532,000 domestic and international visitor nights, this represented an increase of 9.5% on the previous 12 month period. The following table provides a three year summary: Melbourne Visitation Statistics - 3 Year Summary Year Ending December Domestic Trips 7,074,000 7,787,000 8,430,000 Domestic Visitor Nights 19,650,000 22,502,000 23,279,000 International Visitors 1,857,100 2,025,700 2,311,800 International Visitor Nights 42,899,000 43,612,000 51,253,000 Total Visitor Nights 62,549,000 66,114,000 74,532,000 Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 19 D-20

163 Valuation & Advisory Services The following charts the movement in room nights spent in Melbourne: Room Nights spent in Melbourne Total Visitor Nights International Visitor Nights Domestic Visitor Nights Source: Tourism Research Australia 0 20,000,000 40,000,000 60,000,000 80,000,000 Room Nights Domestic Tourism The following statistics provide an overview of the Melbourne market profile in respect of Domestic tourism: Total Domestic Trips - Melbourne Rolling annual (000's) Compund Annual Growth Year ending December ,074 Year ending December ,787 Year ending December , % Visitor Nights Year ending December ,650,000 Year ending December ,502,000 Year ending December ,279, % The split between visitor nights in Melbourne generated by Intrastate and Interstate is depicted as follows: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 20 D-21

164 Valuation & Advisory Services Origin of Domestic Travellers in Melbourne - Year ending December 2015 Intrastate 36.2% Interstate 63.8% Melbourne s share of total Australian domestic travel, measured by trips taken is 7.2%, the share by State / Territory is depicted as follows: Victoria's share of Total Domestic Visitor Nights - Year ending December 2015 Queensland 24% South Australia 6.5% Western Australia 12.9% Victoria 19.7% Tasmania 3.4% New South Wales 28.3% ACT 1.9% Northern Territory 2.6% The most common reason for travel to Melbourne is for Visiting Friends & Relatives purposes, this category accounts for 35% of total domestic overnight trips. The primary purpose for domestic travel as indicated by the National tourist survey is displayed in the following chart: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 21 D-22

165 Valuation & Advisory Services Purpose of Domestic Overnight Trips in Melbourne - Year ending December 2015 Visiting Friends & Relatives 35% Business 28% Other 7% Holiday or Leisure 30% The mode of transport used to visit Melbourne is detailed as: Transport Used, Domestic Overnight Trips to Melbourne - Transport Share Air transport 4,205, % Private or company vehicle 3,621, % Other transport 851, % Transport not asked - 0.0% Total 8,677,000 Some 48% of overnight trips to Melbourne were spent in Hotel, Resort, Motel or Motor Inn style accommodation, the breakdown by accommodation type being displayed as follows: Accommodation Used, Domestic Overnight Trips - Melbourne Year ending December 2015 Other commercial accommodation 5% Private Accommodation 45% Hotels and similar accommodation 49% Other Accommodation 1% Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 22 D-23

166 Valuation & Advisory Services International Tourism The number of international visitors to Melbourne for the Year ending December 2015 was approximately 2,311,800, they generated 51,253,000 visitor nights, the following table provides a three year comparison: Visitation to Melbourne Rolling annual Visitors CAGR Visitor nights CAGR Year ending December ,857,100 42,899,000 Year ending December ,025,700 43,612,000 Year ending December ,311, % 51,253, % For this period Melbourne s share of International Visitors to Australia was 22.8% and of International Visitor Nights to Australia was 20.7%. Some 46.9% of International Visitors use either a Hotel, Resort, Motel or Motor Inn for their accommodation purposes, in terms of Visitor Nights this same accommodation represents 10.0% of the total. Accommodation Type Used - International Visitors to Melbourne Year ending December 2015 Accommodation Type Used - International Visitor Nights to Melbourne Year ending December 2015 Private 35% Other 1% Private 40% Other 2% Hotel & Similar 10% Other Commercial 17% Hotel & Similar 47% Other Commercial 48% The main purpose of international travel to Melbourne is Holiday travel, it accounted for 50.4% of total visitors. In terms of international visitor nights, the largest travel category is Education representing some 43.5% of total international visitor nights. Those countries which are most prolific in respect to International visitors to Melbourne are detailed as follows: Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 23 D-24

167 Valuation & Advisory Services International Visitors to Melbourne - Major Countries Year ending December 2015 China 38% Malaysia 9% United States of America 13% United Kingdom 16% New Zealand 24% The following table provides a more detailed listing of international visitors origin who visited Melbourne in the Year ending December 2015: International Visitors to Melbourne - Country of Origin Year ending December 2015 Netherlands Switzerland Thailand Italy Scandinavia France Taiwan Canada Korea Japan Indonesia Other Europe Germany Hong Kong Other Asia India Singapore Other Countries Malaysia United States of America United Kingdom New Zealand China 0 100, , , , ,000 Number of Visitors Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 24 D-25

168 Valuation & Advisory Services Melbourne All Visitors Business Mix Hotel Accommodation Of the 74,532,000 visitor nights hosted by Melbourne during the Year ending December 2015 some 15,335,000 nights were spent in Hotel or similar premises, the business mix for this segment of the market is shown in the following chart: Visitor Nights Spent in Hotels in Melbourne Business 33% Employment 2% Visiting friends and relatives 11% Education 2% Other reason 4% Holiday 48% Melbourne Airport Passenger Movements Melbourne maintains its position as the second busiest Australian airport accounting for 25.4% of international and 21.0% of domestic national arrivals and departures. Melbourne Airport has undergone a major 5,000m² terminal expansion and included the completion of a dual aerobridge to accommodate the new Airbus A380 aircraft. Terminal 4 became fully operational in December 2015, it comprises Tigerair Australia, Jetstar and Regional Express (Rex). Viewed on a financial year basis the passenger movements at Melbourne Airport are represented in the following chart. Melbourne Airport - Inbound Passenger Movements - Calendar Year 18,000,000 16,000,000 Passengers 14,000,000 12,000,000 10,000,000 8,000,000 6,000,000 4,000,000 2,000, Domestic International Domestic inbound passenger traffic at Melbourne Airport grew by 2.5% in 2015 and inbound International passengers numbers increased by 10.6% which overall resulted in an overall 4.5% growth in passenger usage. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 25 D-26

169 Valuation & Advisory Services Melbourne Accommodation Supply & Demand Accommodation Supply The rate of room supply growth in Melbourne has slowed over the past several years. The following table identify developments completed in the Melbourne City Region over the past year. RECENTLY COMPLETED Opened Stars Type No. Rooms Adara Collins (formerly Quest Collins Central) Feb-14 4 Serv Apmts n/a Sheraton Hotel Little Collins Street Apr-14 5 Hotel 174 Oaks Wrap on Southbank, 133 City Road Apr Serv Apmts 120 Aura on Flinders Street Flinders Street Sep-14 4 Serv Apmts Little Latrobe Street (Brady Hotel) Oct Hotel William Street (Wyndham) Dec-14 4 Serv Apmts 86 Flemington Road (Larwill Hotel) Dec-14 4 Hotel 100 Docklands - M Docklands - Peppers Feb Hotel 87 Total New Rooms during 2014, 2015 and Source: CBRE Mooted New Supply There are development applications or proposed developments with a combined capacity of over 7,000 new hotel rooms and serviced apartments within the Melbourne City & Inner Fringe region. However impediments to development including feasibility analysis, finance and competing uses of land such as office or residential some 75% are likely to be developed over the next six years. The status of these additions being somewhat fluid as permits are in the application process and feasibility reviews undertaken. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 26 D-27

170 Valuation & Advisory Services PROPOSED VENUES Due Stars Type No. Rooms HOTELS Russell Street May-16 4 Hotel 188 Docklands - Harbour Esplanade Jul-18 5 Hotel 281 Spring Street (Windsor Hotel) Jul-18 5 Hotel 152 Lonsdale Street - A Loft Aug Hotel 312 City Road Southbank Aug-17 3 Hotel 175 City Road Southbank (Holiday Inn Express) May-18 3 Hotel 300 City Road Southbank Jun-18 3 Hotel 270 Lonsdale Street - Well Smart Mar-18 3 Hotel 478 Docklands - Pearl River Road - Four Points by Sheraton Aug-18 4 Hotel 320 Collins Street Sep-18 5 Hotel 250 Bourke Street Sep-18 4 Hotel 150 Exhibition Street Dec Hotel 225 Southbank Jun Hotel 388 Docklands Sep-19 5 Hotel 200 Bourke Street Aug-19 5 Hotel 78 Freshwater 2 Dec Hotel 368 Spencer Street Dec-20 5 Hotel 250 Collins Street Dec Hotel 294 Spencer Street Mar-21 4 Hotel 280 Swanston Street Jun-21 3 Hotel 120 South Wharf Nov-21 5 Hotel 250 Latrobe Street Jul-20 5 Hotel 198 Cnr Bourke & Exhibition Sts Sep Hotel 200 Total Mooted Hotels 5,727 SERVICED APARTMENTS Franklin Street Apr-17 4 Serv Apmts 144 Southbank / South Melbourne Dec-18 5 Serv Apmts 90 Latrobe Street Jun-19 4 Serv Apmts 250 Flinders Street Aug-16 4 Serv Apmts 130 Docklands Dec-17 4 Serv Apmts 150 Franklin Street Jan-18 4 Serv Apmts 100 A'Beckett Street Jun-18 4 Serv Apmts 128 Lonsdale Street Feb-19 4 Serv Apmts 200 Freshwater 2 Dec Serv Apmts 245 Total Mooted Serviced Apartments 1,437 Total Mooted 7,164 Accommodation Demand Historic Statistics The following table provides a review of the Melbourne CBD market over the past 10 years and provides a sense of the growth experienced in this market. Melbourne City Region - Tourist Accommodation Summary Year End Properties No. Rooms RNA Growth RNO Growth Occupancy ADR Growth Room Yield Growth June ,860 5,715, % 4,353, % 76.2% $ % $ % ,027 5,866, % 4,655, % 79.4% $ % $ % ,914 5,817, % 4,686, % 80.6% $ % $ % ,394 5,936, % 4,608, % 77.6% $ % $ % ,381 6,160, % 4,687, % 76.1% $ % $ % ,198 6,502, % 5,161, % 79.4% $ % $ % ,874 6,962, % 5,466, % 78.5% $ % $ % ,903 7,298, % 5,818, % 79.7% $ % $ % ,824 7,172, % 5,888, % 82.1% $ % $ % ,990 7,995, % 6,655, % 83.2% $ % $ % CAG % 5.4% 7.3% 2.4% 4.3% Source: ABS Tourist Accommodation Survey Data Note: ABS changed the survey regions in from March 2012, variances in statistics may be the result. These ABS statistics indicate that Melbourne s demand growth has typically matched or exceeded the growth in rooms available. It is important to acknowledge the role that ADR plays in affecting demand, in this respect the ABS suggests that ADR has decreased only twice in the past ten years. This puts fact behind the generally held opinion in the hotel industry that the Melbourne market is resilient in respect of new room supply entering the market. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 27 D-28

171 Valuation & Advisory Services STR Global Melbourne Market Survey Statistics STR Global is a division of Smith Travel. It provides a competitive set database globally in which subscribing hotels can draw on a combined set of statistics for a nominated set of hotels. The following table provides an overview of this information for the Melbourne market: Rolling 12 month Melbourne Market Overview Year End April Occupancy ADR RevPAR Variance % $ $ % $ $ % % $ $ % % $ $ % % $ $ % % $ $ % % $ $ % Source: STR Global The compound average annual growth rate achieved in RevPAR over the past five years is 3.5%. The decline in the ADR in the latest 12 month period is considered largely as a consequence of Easter falling into late March rather than an indication of a softening of the market. The following charts provide analysis of STR Global survey data for Melbourne % Melbourne Market Occupancy - Year End April 95.0% 90.0% 85.0% 80.0% Occupancy 75.0% 70.0% 65.0% 60.0% 55.0% 50.0% Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 28 D-29

172 Valuation & Advisory Services $200 Melbourne Market ADR - Year End April $190 Average Daily Rate $180 $170 $160 $ Melbourne Market RevPAR - Year End April $170 $160 $150 Revenue Per Available Room $140 $130 $120 $110 $ % Melbourne Market RevPAR Variance - Year End April 7.5% % Variance from Previous Year 5.0% 2.5% 0% (2.5)% (5.0)% Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 29 D-30

173 Valuation & Advisory Services Trading in Melbourne in February and March 2015 reveal just how beneficial events are to the city. In February Melbourne hosted World Cup Cricket matches and the biennial Airshow at Avalon. In March Melbourne hosted a World Cup Cricket semi final and the Formula One Grand Prix. Melbourne Region Market Forecast As the market currently sits we expect that some 5,500 new guest rooms will be delivered into this market over a six year horizon. However whilst mooted few are a certainty (in construction mode) and development will depend on economic and market circumstances two years out from forecast delivery. Therefore in viewing the longer term market forecasts we have had regard to the growth forecasts and structure of this tourism market in respect of the array of international sporting, cultural and entertainment venues which complement the major events held in this city, benefiting the local tourism industry and which include: Australian Tennis Open Food & Wine Festival International Air Show International Comedy Festival Formula 1 Grand Prix * Spring Racing Carnival Motorcycle Grand Prix Equitana Asia Pacific Test Cricket / AFL Football at MCG Melbourne Marathon * Australian Grand Prix is contracted to be held in Melbourne until It is important to note the improvements and increases in capacities to Melbourne s infrastructure which is anticipated to place it in a sound position for future growth. Completion of the Melbourne Airport Terminal Four; Expansion of the Melbourne Convention and Exhibition Centre (which may include a new 250 room hotel; Expansion of Melbourne Park sporting & entertainment precinct; Development of the Federation Square Eastern Precinct (3.3 hectares of which 2.3 hectares is above rail lines); Development of E-Gate, North Melbourne expressions of interest are currently being sought. Our views in respect to the direction of the Melbourne market are: Short Term In our view the Melbourne tourism market will continue to deliver room demand growth, however given the high levels of occupancy currently experienced this growth in expected to be somewhat constrained over the next two years as a consequence of lack of new supply. The usual market reaction in such situations is to increase ADR, the limiting factor in this respect is a reticence by the corporate sector to accept rate growth much in excess of CPI. Over this period we expect Melbourne s occupancy to sit in the 80% to 85% range with ADR growth of some 3.0% annually. Medium Term This is the period which significant new supply is expected to enter the Melbourne market including several projects in the CBD and Docklands precinct. We estimate this supply will increase the total supply in the region of 10% to 12% or approximately 2,500 new guest rooms. A similar situation occurred in Melbourne in the period 2010 to 2012 when approximately 2,000 new rooms entered the market, the overall effect on occupancy was negligible, the average occupancy stayed at 78% throughout this period. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 30 D-31

174 Valuation & Advisory Services In our opinion a similar outcome is likely to occur in the Medium Term as this new supply is following a period of constrained demand and in a market which enjoys a wide range of demand drivers throughout the year and perhaps more importantly provide demand on a seven day a week basis which is a feature of the Melbourne market. Over the Medium term we anticipate Occupancy falling slightly to around 80%. In respect of ADR the additional supply will tend to prompt some discounting from some existing venues, whilst the new venues will push for strong ADR levels due to the new appeal of the premise. The overall market ADR is therefore expected to grow at or about CPI levels. Long Term Given that the market aligns with the preceding forecasts for the Short & Medium term we consider it reasonable to expect that market demand will slightly exceed new supply as has typically been the industry cycle. During this time ADR growth of up to 3.0% per annum is anticipated. It is pertinent to note in respect to ADR growth the interplay between hotel operators and third party (internet) booking agents (OTA s). A decade ago a booking agent was paid a commission by the hotel, accordingly the hotel received the full payment and commissions expensed as a room cost. Today, the OTA s receive the payment, deduct their commission and forward the net to the hotel, this is then recorded as the ADR. In effect therefore, the ADR growth forecast herein is after these commissions have been deducted by the OTA s which tends to mask the real ADR growth occurring. Summary of Valuation Report: Novotel on Collins, Collins Street, Melbourne, Victoria, 3000, Australia Liability limited by a scheme approved under Professional Standards Legislation 30 August 2016 Page 31 D-32

175 APPENDIX E PROCEDURES FOR ACCEPTANCE, PAYMENT, RENUNCIATION AND APPLICATION FOR RIGHTS STAPLED SECURITIES AND/OR EXCESS RIGHTS STAPLED SECURITIES BY ELIGIBLE STAPLED SECURITYHOLDERS 1. INTRODUCTION 1.1 Eligible Stapled Securityholders are entitled to receive this Offer Information Statement and the ARE which forms part of this Offer Information Statement. For the purposes of this Offer Information Statement, any reference to an application by way of an Electronic Application without reference to such an Electronic Application being made through an ATM shall, where the Eligible Stapled Securityholder is a Depository Agent, be taken to include an application made via the SGX-SSH Service. 1.2 The Rights Entitlements are governed by the terms and conditions of this Offer Information Statement, (if applicable) the FH-REIT Trust Deed, the FH-BT Trust Deed, the Stapling Deed and the ARE. The number of Rights Entitlements allotted to each Eligible Stapled Securityholders is indicated in the ARE (fractional entitlements (if any) having been disregarded). The Securities Accounts of Eligible Stapled Securityholders have been credited by CDP with the Rights Entitlements as indicated in the ARE. Eligible Stapled Securityholders may accept their Rights Entitlements in full or in part and are eligible to apply for Excess Rights Stapled Securities under the Rights Issue. Full instructions for the acceptance of and payment for the Rights Entitlements and payment for Excess Rights Stapled Securities are set out in the Offer Information Statement as well as the ARE. 1.3 If an Eligible Stapled Securityholder wishes to accept his Rights Entitlements specifi ed in the ARE, in full or in part, and (if applicable) apply for Excess Rights Stapled Securities in addition to the Rights Entitlements allotted to him, he may do so by completing and signing the relevant sections of the ARE or by way of an Electronic Application. An Eligible Stapled Securityholders should ensure that the ARE is accurately completed and signed, failing which the acceptance of the Rights Entitlements and (if applicable) application for Excess Rights Stapled Securities may be rejected. On behalf of the Managers, CDP reserves the right to refuse to accept any acceptance(s) and (if applicable) excess application(s) if the ARE is not duly executed or if the Free Balance of the relevant Securities Account is not credited with, or is credited with less than, the relevant number of Rights Stapled Securities accepted as at the last date and time for acceptance, application and payment or for any other reason(s) whatsoever the acceptance and (if applicable) the excess application is in breach of the terms of the ARE or the Offer Information Statement, at CDP s absolute discretion, and to return all monies received to the person(s) entitled thereto BY CREDITING HIS/THEIR BANK ACCOUNT(S) WITH THE RELEVANT PARTICIPATING BANK (if he/they accept and (if applicable) apply through an ATM of a Participating Bank) OR BY MEANS OF A CROSSED CHEQUE SENT BY ORDINARY POST, as the case may be, (in each case) AT HIS/THEIR OWN RISK or in such other manner as he/they may have agreed with CDP for the payment of any cash distributions without interest or any share of revenue or other benefi t arising therefrom (if he/they accept and (if applicable) apply through CDP). AN ELIGIBLE STAPLED SECURITYHOLDER MAY ACCEPT HIS RIGHTS ENTITLEMENTS SPECIFIED IN HIS ARE AND (IF APPLICABLE) APPLY FOR EXCESS RIGHTS STAPLED SECURITIES EITHER THROUGH CDP AND/OR BY WAY OF AN ELECTRONIC APPLICATION THROUGH AN ATM OF A PARTICIPATING BANK AS DESCRIBED BELOW. WHERE AN ELIGIBLE STAPLED SECURITYHOLDER IS A DEPOSITORY AGENT, IT MAY MAKE ITS ACCEPTANCE AND EXCESS APPLICATION (IF APPLICABLE) VIA THE SGX-SSH SERVICE. E-1

176 Where an acceptance, application and/or payment does not conform strictly to the terms set out under this Offer Information Statement, the ARE the ARS and/or any other application form for the Right Stapled Securities and/or Excess Rights Stapled Securities in relation to the Rights Issue, or is illegible, incomplete, incorrectly completed, unsigned, signed but not in its originality or is accompanied by an improperly or insuffi ciently drawn remittance, or does not comply with the instructions for Electronic Application, or where the Free Balance of the Eligible Stapled Securityholder s Securities Account is not credited with or is credited with less than the relevant number of Rights Stapled Securities accepted as at the last date and time for acceptance of and excess application and payment for the Rights Stapled Securities, the Managers and/or CDP may, at their/its absolute discretion, reject or treat as invalid any such acceptance, application, payment and/or other process of remittances at any time after receipt in such manner as they/it may deem fi t. The Managers and CDP shall be entitled to process each application submitted for the acceptance of Rights Stapled Securities, and where applicable, application of Excess Rights Stapled Securities in relation to the Rights Issue and the payment received in relation thereto, pursuant to such application, by an Eligible Stapled Securityholder, on its own, without regard to any other application and payment that may be submitted by the same Eligible Stapled Securityholder. For the avoidance of doubt, insuffi cient payment for an application may render the application invalid; evidence of payment (or overpayment) in other applications shall not constitute, or be construed as, an affi rmation of such invalid acceptance of Rights Stapled Securities and (if applicable) application for Excess Rights Stapled Securities. 1.4 SRS investors who had purchased Stapled Securities using their SRS Accounts and who wish to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities can only do so, subject to applicable SRS rules and regulations, using monies standing to the credit of their respective SRS Accounts. Such Stapled Securityholders who wish to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities using SRS monies, must instruct the relevant approved banks in which they hold their SRS Accounts to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities on their behalf. Such Stapled Securityholders who have insufficient funds in their SRS Accounts may, subject to the SRS contribution cap, deposit cash into their SRS Accounts with their approved banks before instructing their respective approved banks to accept their Rights Entitlements and/or apply for Excess Rights Stapled Securities. SRS investors are advised to provide their respective approved banks in which they hold their SRS Accounts with the appropriate instructions no later than the deadlines set by their respective approved banks in order for their respective approved banks to make the relevant acceptance and (if applicable) application on their behalf by the Closing Date. Any acceptance and/or application made directly through CDP, Electronic Applications at ATMs of the Participating Banks, the Stapled Security Registrar and/or the Managers will be rejected. For the avoidance of doubt, monies in SRS Accounts may not be used for the purchase of the Rights Entitlements directly from the market. 1.5 Unless expressly provided to the contrary in this Offer Information Statement, the ARE and/or the ARS with respect to enforcement against Eligible Stapled Securityholders or their renouncees, a person who is not a party to any contracts made pursuant to this Offer Information Statement, the ARE or the ARS has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of such contracts. Notwithstanding any term contained herein, the consent of any third party is not required for any subsequent agreement by the parties hereto to amend or vary (including any release or compromise of any liability) or terminate such contracts. Where third parties are conferred rights under such contracts, those rights are not assignable or transferable. E-2

177 2. MODE OF ACCEPTANCE AND APPLICATION 2.1 Acceptance/Application by way of Electronic Application through an ATM of a Participating Bank Instructions for Electronic Applications through ATMs to accept the Rights Entitlements or (if applicable) to apply for Excess Rights Stapled Securities will appear on the ATM screens of the respective Participating Banks. Please refer to Appendix F of this Offer Information Statement for the additional terms and conditions for Electronic Applications through an ATM of a Participating Bank. IF AN ELIGIBLE STAPLED SECURITYHOLDER MAKES AN ELECTRONIC APPLICATION THROUGH AN ATM, HE WOULD HAVE IRREVOCABLY AUTHORISED THE PARTICIPATING BANK TO DEDUCT THE FULL AMOUNT PAYABLE FROM HIS BANK ACCOUNT WITH SUCH PARTICIPATING BANK IN RESPECT OF SUCH APPLICATION. IN THE CASE OF AN ELIGIBLE STAPLED SECURITYHOLDER WHO HAS ACCEPTED THE RIGHTS ENTITLEMENTS BY WAY OF THE ARE AND/OR THE ARS AND/OR HAS APPLIED FOR EXCESS RIGHTS STAPLED SECURITIES BY WAY OF THE ARE AND ALSO BY WAY OF AN ELECTRONIC APPLICATION THROUGH AN ATM OF A PARTICIPATING BANK, THE MANAGERS AND/OR CDP SHALL BE AUTHORISED AND ENTITLED TO ACCEPT HIS INSTRUCTIONS IN WHICHEVER MODE OR COMBINATION AS THE MANAGERS AND/OR CDP MAY, IN THEIR ABSOLUTE DISCRETION, DEEM FIT. 2.2 Acceptance/Application through CDP If the Eligible Stapled Securityholder wishes to accept the Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities through CDP, he must: (a) (b) complete and sign the ARE. In particular, he must state in Part C(i) of the ARE the total number of Rights Stapled Securities provisionally allotted to him which he wishes to accept and the number of excess Rights Stapled Securities applied for and in Part C(ii) of the ARE the 6 digits of the Cashier s Order/ Banker s Draft; and deliver the duly completed and original signed ARE accompanied by A SINGLE REMITTANCE for payment in full for the relevant number of Rights Stapled Securities accepted and (if applicable) Excess Rights Stapled Securities applied for: (i) (ii) by hand to FRASERS HOSPITALITY ASSET MANAGEMENT PTE. LTD., AS MANAGER OF FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST AND FRASERS HOSPITALITY TRUST MANAGEMENT PTE. LTD., AS TRUSTEE- MANAGER OF FRASERS HOSPITALITY BUSINESS TRUST, C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, at 9 NORTH BUONA VISTA DRIVE, #01-19/20 THE METROPOLIS, SINGAPORE ; or by post, AT THE SENDER S OWN RISK, in the self-addressed envelope provided, to FRASERS HOSPITALITY ASSET MANAGEMENT PTE. LTD., AS MANAGER OF FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST AND FRASERS HOSPITALITY TRUST MANAGEMENT PTE. LTD., AS TRUSTEE-MANAGER OF FRASERS HOSPITALITY BUSINESS TRUST, C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597, SINGAPORE , in each case so as to arrive not later than 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers). Payment for the relevant number of Rights Stapled Securities accepted and (if applicable) Excess Rights Stapled Securities applied for must be made in Singapore currency in the form of a Cashier s Order or a Banker s Draft drawn on a bank in Singapore and made payable to CDP FRASERS HTRUST RIGHTS ISSUE ACCOUNT and crossed NOT NEGOTIABLE, A/C PAYEE ONLY with the name and Securities Account number of the Eligible Stapled Securityholder clearly written in block letters on the reverse side of the Cashier s Order or Banker s Draft. E-3

178 NO COMBINED CASHIER S ORDER OR BANKER S DRAFT FOR DIFFERENT SECURITIES ACCOUNTS OR OTHER FORM OF PAYMENT (INCLUDING THE USE OF PERSONAL CHEQUES, POSTAL ORDERS OR MONEY ORDERS ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED. FOR SRS INVESTORS AND INVESTORS WHO HOLD STAPLED SECURITIES THROUGH FINANCE COMPANIES OR DEPOSITORY AGENTS, ACCEPTANCES OF THE RIGHTS STAPLED SECURITIES AND (IF APPLICABLE) APPLICATIONS FOR EXCESS RIGHTS STAPLED SECURITIES MUST BE DONE THROUGH THE RELEVANT APPROVED BANKS IN WHICH THEY HOLD THEIR SRS ACCOUNTS AND THE RESPECTIVE FINANCE COMPANIES OR DEPOSITORY AGENTS, RESPECTIVELY. SUCH INVESTORS ARE ADVISED TO PROVIDE THEIR RESPECTIVE BANKS IN WHICH THEY HOLD THEIR SRS ACCOUNTS, FINANCE COMPANIES OR DEPOSITORY AGENTS, AS THE CASE MAY BE, WITH THE APPROPRIATE INSTRUCTIONS NO LATER THAN THE DEADLINES SET BY THEM IN ORDER FOR SUCH INTERMEDIARIES TO MAKE THE RELEVANT ACCEPTANCE AND (IF APPLICABLE) APPLICATION ON THEIR BEHALF BY THE CLOSING DATE. ANY ACCEPTANCE AND/OR APPLICATION MADE DIRECTLY THROUGH CDP, ELECTRONIC APPLICATIONS AT ATMS OF PARTICIPATING BANKS, THE STAPLED SECURITY REGISTRAR AND/OR THE MANAGERS WILL BE REJECTED. WHERE AN ELIGIBLE STAPLED SECURITYHOLDER IS A DEPOSITORY AGENT, HE MAY MAKE HIS ACCEPTANCE VIA THE SGX-SSH SERVICE. 2.3 Acceptance through the SGX-SSH Service (for Depository Agents only) Depository Agents may accept Rights Stapled Securities and (if applicable) apply for Excess Rights Stapled Securities through the SGX-SSH Service provided by CDP as listed in Schedule 3 of the Terms and Conditions for User Services for Depository Agents. CDP has been authorised by the Managers to receive acceptances and (if applicable) applications on its behalf. Such acceptances and (if applicable) applications will be deemed irrevocable and subject to each of the terms and conditions contained in the ARE and the Offer Information Statement as if the ARE had been completed and delivered to CDP. 2.4 Insufficient Payment If no remittance is attached or the remittance attached is less than the full amount payable for the Rights Entitlements accepted by the Eligible Stapled Securityholder and (if applicable) the Excess Rights Stapled Securities applied for by the Eligible Stapled Securityholder, the attention of the Eligible Stapled Securityholder is drawn to paragraphs 1.3 and 5.2 of this Appendix E which set out the circumstances and manner in which the Managers and CDP shall be authorised and entitled to determine and appropriate all amounts received by CDP on the Managers behalf whether under the ARE, the ARS or any other application form for Rights Stapled Securities to apply towards the payment for his acceptance of Rights Stapled Securities and/or application for Excess Rights Stapled Securities. 2.5 Acceptance of Part of Rights Entitlements and Trading of Rights Entitlements An Eligible Stapled Securityholder may choose to accept his Rights Entitlements specifi ed in the ARE in full or in part. If an Eligible Stapled Securityholder wishes to accept part of his Rights Entitlements and trade the balance of his Rights Entitlements on the SGX-ST, he should: (a) (b) complete and sign the ARE for the number of Rights Entitlements which he wishes to accept and submit the duly completed and original signed ARE together with payment in the prescribed manner as described in paragraph 2.2 above to CDP; or accept and subscribe for that part of his Rights Entitlements by way of Electronic Application(s) in the prescribed manner as described in paragraph 2.1 or 2.3 above. The balance of his Rights Entitlements may be sold as soon as dealings therein commence on the SGX-ST. E-4

179 Eligible Stapled Securityholder who wish to trade all or part of their Rights Entitlements on the SGX-ST during the Rights Entitlements trading period should note that the Rights Entitlements will be tradable in board lots of 100 Rights Entitlements, or any other board lot size which the SGX-ST may require. Such Eligible Stapled Securityholder may start trading in their Rights Entitlements as soon as dealings therein commence on the SGX-ST. Eligible Stapled Securityholder who wish to trade in lot sizes other than mentioned above may do so in the Unit Share Market of the SGX-ST during the Rights Entitlements trading period. 2.6 Sale of Rights Entitlements The ARE need not be forwarded to the purchasers and/or transferees of the Rights Entitlements ( Purchasers ) as arrangements will be made by CDP for the separate ARS to be issued to the Purchasers. Purchasers should note that CDP will, on behalf of the Managers, send the ARS, accompanied by this Offer Information Statement, BY ORDINARY POST AND AT THE PURCHASERS OWN RISK, to their respective Singapore addresses as recorded with CDP. Purchasers should ensure that their ARS are accurately completed and signed, failing which their acceptances of the Rights Entitlements may be rejected. Purchasers who do not receive the ARS, accompanied by this Offer Information Statement, may obtain the same from CDP, for the period up to 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers). Purchasers should also note that if they make any purchase on or around the last trading day of the nil-paid Rights, this Offer Information Statement and its accompanying documents might not be despatched in time for the subscription of the Rights Stapled Securities. You may obtain a copy from CDP. Alternatively, you may accept and subscribe by way of Electronic Applications in the prescribed manner as described in paragraph 2.1 above. This Offer Information Statement and its accompanying documents will not be despatched to Purchasers whose registered addresses with CDP are outside Singapore ( Foreign Purchasers ). Subject to compliance with applicable laws, Foreign Purchasers who wish to accept the Rights Entitlements credited to their Securities Accounts should make the necessary arrangements with their Depository Agents or stockbrokers in Singapore. PURCHASERS SHOULD INFORM THEIR FINANCE COMPANIES OR DEPOSITORY AGENTS IF THEIR PURCHASES OF SUCH RIGHTS ENTITLEMENTS ARE SETTLED THROUGH THESE INTERMEDIARIES. IN SUCH INSTANCES, IF THE PURCHASERS WISH TO ACCEPT THE RIGHTS ENTITLEMENTS REPRESENTED BY THE RIGHTS ENTITLEMENTS PURCHASED, THEY WILL NEED TO GO THROUGH THESE INTERMEDIARIES, WHO WILL THEN ACCEPT THE RIGHTS ENTITLEMENTS ON THEIR BEHALF. 2.7 Renunciation of Rights Entitlements Eligible Stapled Securityholder who wish to renounce in full or in part their Rights Entitlements in favour of a third party should complete the relevant transfer forms with CDP (including any accompanying documents as may be required by CDP) for the number of Rights Entitlements which they wish to renounce. Such renunciation shall be made in accordance with the Terms and Conditions for Operations of Securities Accounts with CDP, as the same may be amended from time to time, copies of which are available from CDP. As CDP requires at least three Market Days to effect such renunciation, Eligible Stapled Securityholder who wish to renounce their Rights Entitlements are advised to do so early to allow suffi cient time for CDP to send the ARS and other accompanying documents, on behalf of the Managers, to the renouncee by ordinary post AND AT HIS OWN RISK, to his Singapore address as maintained in the records of CDP, and for the renouncee to accept his Rights Entitlements. The last date and time for acceptance of the Rights Entitlements and payment for the Rights Stapled Securities by the renouncee is 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers) (if acceptance is made through CDP) or 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers) (if acceptance is made through an ATM of a Participating Bank). E-5

180 2.8 Acceptance/Application using SRS Funds Stapled Securityholders with SRS Accounts must use, subject to applicable SRS rules and regulations, monies standing to the credit of their respective SRS Accounts to pay for the acceptance of their Rights Entitlements and (if applicable) application for Excess Rights Stapled Securities. Such Stapled Securityholders who wish to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities using SRS monies will need to instruct the relevant SRS Bank to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities on their behalf and make sure that they have suffi cient funds in their SRS Accounts to pay for the number of Rights Stapled Securities (including, if applicable, the Excess Rights Stapled Securities) for which they intend to subscribe. They may also partially accept their Rights Entitlements and/ or instruct their respective brokers to sell their Rights Entitlements held under their SRS Accounts during the Rights Entitlements trading period on the SGX-ST. Stapled Securityholders who have insuffi cient funds in their SRS Accounts to fully accept their Rights Entitlements and/or apply for Excess Rights Stapled Securities and who have: (a) (b) not reached their SRS contribution cap may, subject to the SRS contribution cap, deposit cash into their SRS Accounts and (i) instruct their respective SRS Banks to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities on their behalf, to the extent of the funds available in their SRS Accounts, and/or (ii) to the extent that there are insuffi cient funds in their SRS Accounts after the said deposit to fully accept their Rights Entitlements, instruct their respective brokers to sell their Rights Entitlements during the Rights Entitlements trading period on the SGX-ST. reached their SRS contribution cap may instruct their respective SRS Banks to (i) accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities to the extent of the funds available in their SRS Accounts, and/or (ii) to the extent that there are insuffi cient funds in their SRS Accounts to fully accept their Rights Entitlements, instruct their respective brokers to sell their Rights Entitlements during the Rights Entitlements trading period on the SGX-ST. If a Stapled Securityholder instructs the relevant SRS Bank to subscribe for Rights Stapled Securities and (if applicable) apply for Excess Rights Stapled Securities offered under the Rights Issue and he does not have suffi cient funds in his SRS Account to pay for the number of Rights Stapled Securities which he intends to subscribe, his acceptance of Rights Entitlements under the Rights Issue and, if applicable, application for Excess Rights Stapled Securities will be made in part to the extent of the funds available in his SRS Account with the balance rejected. SRS monies may not be used for the purchase of Rights Entitlements directly from the market. Any acceptance of Rights Entitlements and (if applicable) application for Excess Rights Stapled Securities made by the above-mentioned Stapled Securityholders directly through CDP, Electronic Applications at ATMs of the Participating Banks, the Stapled Security Registrar and/or the Managers will be rejected. 2.9 Acceptance/Application via Finance Company and/or Depository Agent Stapled Securityholders who hold Stapled Securities through a fi nance company and/or Depository Agent must instruct the relevant fi nance company and/or Depository Agent to accept their Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities on their behalf in accordance with this Offer Information Statement. E-6

181 Any acceptance and (if applicable) application made by the above-mentioned Stapled Securityholders directly through CDP, Electronic Applications at ATMs of Participating Banks, the Stapled Security Registrar and/or the Managers will be rejected Return of Surplus Application Monies In the case of applications for Excess Rights Stapled Securities, if no Excess Rights Stapled Securities are allotted to an Eligible Stapled Securityholder or if the number of Excess Rights Stapled Securities allotted to an Eligible Stapled Securityholder is less than that applied for, the amount paid on application or the surplus application monies, as the case may be, will be refunded to the Eligible Stapled Securityholder without interest or any share of revenue or other benefi t arising therefrom within 3 business days after the commencement of trading of Rights Stapled Securities, at the Eligible Stapled Securityholder s own risk by any one or a combination of the following: (i) by crediting the Eligible Stapled Securityholder s bank account with the relevant Participating Bank if the Eligible Stapled Securityholder accepts and (if applicable) applies through an ATM of a Participating Bank, the receipt by such bank being a good discharge to the Managers and CDP of their obligations, if any, thereunder; or (ii) by means of a crossed cheque drawn on a bank in Singapore and sent BY ORDINARY POST AT THE ELIGIBLE STAPLED SECURITYHOLDER S OWN RISK to the Eligible Stapled Securityholder s mailing address as recorded with CDP or in such other manner as the Eligible Stapled Securityholder may have agreed with CDP for the payment of any cash distributions, if the Eligible Stapled Securityholder accepts and (if applicable) applies through CDP. 3. COMBINATION APPLICATION In the event that the Eligible Stapled Securityholder or the Purchaser accepts the Rights Stapled Securities by way of the ARE and/or the ARS and/or has applied for Excess Rights Stapled Securities by way of the ARE and also by way of Electronic Application(s), the Managers and/or CDP shall be authorised and entitled to accept his instructions in whichever mode or combination as the Managers and/or CDP may, in their absolute discretion, deem fi t. Without prejudice to the generality of the foregoing, in such a case, the Eligible Stapled Securityholder shall be regarded as having irrevocably authorised the Managers and/or CDP to apply all amounts received whether under the ARE, the ARS and/or any other acceptance of Rights Entitlements and/or application for Excess Rights Stapled Securities (including by way of Electronic Application(s)) in whichever mode or combination as the Managers and/or CDP may, in their absolute discretion, deem fi t. 4. ILLUSTRATIVE EXAMPLES As an illustration, if an Eligible Stapled Securityholder has 1,000 Stapled Securities standing to the credit of his Securities Account as at the Rights Issue Books Closure Date, the Eligible Stapled Securityholder will be provisionally allotted 320 Rights Stapled Securities as set out in his ARE. The Eligible Stapled Securityholder s alternative courses of action, and the necessary procedures to be taken under each course of action, are summarised below: E-7

182 Alternatives Procedures to be taken Alternatives (a) Accept in full his Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities Procedures to be taken By way of Electronic Application (1) Accept in full his 320 Rights Entitlements and (if applicable) apply for Excess Rights Stapled Securities by way of an Electronic Application through an ATM of a Participating Bank as described herein not later than 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers); or Through CDP (2) complete and sign the ARE in accordance with the instructions contained therein for the acceptance in full of his 320 Rights Entitlements and (if applicable) the number of Excess Rights Stapled Securities applied for and forward the signed ARE together with a single remittance for S$ (or, if applicable, such higher amount in respect of the total number of Rights Stapled Securities accepted and Excess Rights Stapled Securities applied for) by way of a Cashier s Order or Banker s Draft drawn in Singapore currency on a bank in Singapore, and made payable to CDP FRASERS HTRUST RIGHTS ISSUE ACCOUNT and crossed NOT NEGOTIABLE, A/C PAYEE ONLY for the full amount due on acceptance and (if applicable) application, by hand to FRASERS HOSPITALITY ASSET MANAGEMENT PTE. LTD., AS MANAGER OF FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST AND FRASERS HOSPITALITY TRUST MANAGEMENT PTE. LTD., AS TRUSTEE-MANAGER OF FRASERS HOSPITALITY BUSINESS TRUST, C/O THE CENTRAL DEPOSITORY (PTE) LIMITED at 9 NORTH BUONA VISTA DRIVE, #01-19/20 THE METROPOLIS, SINGAPORE or by post, AT HIS OWN RISK, in the enclosed self-addressed envelope provided to FRASERS HOSPITALITY ASSET MANAGEMENT PTE. LTD., AS MANAGER OF FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST AND FRASERS HOSPITALITY TRUST MANAGEMENT PTE. LTD., AS TRUSTEE-MANAGER OF FRASERS HOSPITALITY BUSINESS TRUST, C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597, SINGAPORE so as to arrive not later than 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers), and with the name and Securities Account number of the Eligible Stapled Securityholder clearly written in block letters on the reverse side of the Cashier s Order or Banker s Draft. NO COMBINED CASHIER S ORDER OR BANKER S DRAFT FOR DIFFERENT SECURITIES ACCOUNTS OR OTHER FORM OF PAYMENT (INCLUDING THE USE OF A PERSONAL CHEQUE, POSTAL ORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED. E-8

183 (b) (c) Accept a portion of his Rights Entitlements, for example 100 of his 320 Rights Entitlements, not apply for Excess Rights Stapled Securities and trade the balance on the SGX-ST Accept a portion of his Rights Entitlements, for example 100 of his 320 Rights Entitlements, not apply for Excess Rights Stapled Securities and reject the balance. By way of Electronic Application (1) Accept 100 of his 320 Rights Entitlements by way of an Electronic Application through an ATM of a Participating Bank as described herein not later than 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers); or Through CDP (2) Complete and sign the ARE in accordance with the instructions contained therein for the acceptance of his 100 of his 320 Rights Entitlements, and forward the signed ARE, together with a single remittance for S$60.30 in the prescribed manner described in alternative (a)(2) above, through CDP, so as to arrive not later than 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers). The balance of the 220 Rights Entitlements which are not accepted by the Eligible Stapled Securityholder may be traded on the SGX-ST during the Rights Entitlements trading period. Eligible Stapled Securityholders should note that the Rights Entitlements will be tradable in the ready market, with each board lot comprising 100 Rights Entitlements or any other board lot size which the SGX- ST may require. Eligible Stapled Securityholders who wish to trade in other lot sizes can do so on the SGX-ST s Unit Share Market during the Rights Entitlements trading period. By way of Electronic Application (1) Accept 100 of his 320 Rights Entitlements by way of an Electronic Application through an ATM of a Participating Bank as described herein not later than 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers); or Through CDP (2) Complete and sign the ARE in accordance with the instructions contained therein for the acceptance of his 100 of his 320 Rights Entitlements, and forward the signed ARE, together with a single remittance for S$60.30 in the prescribed manner described in alternative (a)(2) above, through CDP, so as to arrive not later than 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers). The balance of his 220 Rights Entitlements which is not accepted by the Eligible Stapled Securityholder will be deemed to have been declined and will forthwith lapse and become void, and cease to be capable of acceptance by that Eligible Stapled Securityholder if an acceptance is not E-9

184 made through an ATM of a Participating Bank by 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers), or if an acceptance is not made through CDP by 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers). 5. TIMING AND OTHER IMPORTANT INFORMATION 5.1 Timing The last time and date for acceptance of Rights Entitlements and (if applicable) application for Excess Rights Stapled Securities under the Rights Issue and payment therefor is: (A) (B) 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers) if an acceptance of the Rights Entitlements and (if applicable) an application for Excess Rights Stapled Securities and payment is made through an ATM of a Participating Bank; or 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers) if an acceptance of the Rights Entitlements and (if applicable) an application for Excess Rights Stapled Securities and payment is made through CDP or SGX-SSH Service. If acceptance of Rights Entitlements and (if applicable) application for Excess Rights Stapled Securities and payment in the prescribed manner as set out in this Offer Information Statement, the ARE and the ARS (as the case may be) is not received through an ATM of the Participating Banks by 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers) or through CDP by 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers) from any Eligible Stapled Securityholder or Purchaser, the Rights Entitlements that have been offered shall be deemed to have been declined and shall forthwith lapse and become void and cease to become capable of acceptance, and such Rights Entitlements not so accepted will be used to satisfy applications for Excess Rights Stapled Securities, if any, or be otherwise dealt with in such manner as the Managers may, in their absolute discretion, deem fi t, in the interests of FHT. All monies received subsequent to the dates and times specifi ed above will be returned by CDP on behalf of the Managers to the Eligible Stapled Securityholders or the Purchasers, as the case may be, without interest or any share of revenue or other benefi t arising therefrom, by ordinary post AT THE ELIGIBLE STAPLED SECURITYHOLDER S OR PURCHASER S OWN RISK (AS THE CASE MAY BE) to their mailing address as maintained in the records of CDP. If any Eligible Stapled Securityholder or Purchaser (as the case may be) is in any doubt as to the action he should take, he should consult his stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. 5.2 Appropriation Without prejudice to paragraph 1.3 of this Appendix, an Eligible Stapled Securityholder should note that: (a) by accepting his Rights Entitlements and (if applicable) applying for Excess Rights Stapled Securities, he acknowledges that, in the case where the amount of remittance payable to the Managers as per the instructions received by CDP whether under the ARE, the ARS and/or in any other application form for Rights Stapled Securities differs from the amount actually received by CDP, the Managers and CDP shall be authorised and entitled to determine and appropriate all amounts received by CDP on the Managers behalf for each application on its own whether under the ARE, the ARS and/or any other application form for Rights Stapled E-10

185 Securities as follows: fi rstly, towards payment of all amounts payable in respect of his acceptance of the Rights Stapled Securities; and secondly, (if applicable) towards payment of all amounts payable in respect of his application for Excess Rights Stapled Securities. The determination and appropriation by the Managers and CDP shall be conclusive and binding; (b) (c) if he has attached a remittance to the ARE, the ARS and/or any other application form for Rights Stapled Securities made through CDP, he would have irrevocably authorised the Managers and CDP, in applying the amounts payable for his acceptance of the Rights Stapled Securities and (if applicable) his application for Excess Rights Stapled Securities, to apply the amount of the remittance which is attached to the ARE, the ARS and/or any other application form for Rights Stapled Securities made through CDP; and in the event that the Eligible Stapled Securityholder accepts the Rights Stapled Securities by way of the ARE and/or the ARS and/or has applied for Excess Rights Stapled Securities by way of the ARE and also by way of an Electronic Application, the Managers and/or CDP shall be authorised and entitled to accept his instructions in whichever mode or combination as the Managers and/or CDP may, in their absolute discretion, deem fi t. Without prejudice to the generality of the foregoing, in such a case, the Eligible Stapled Securityholder shall be regarded as having irrevocably authorised the Managers and/or CDP to apply all amounts received whether under the ARE, the ARS and/or any other acceptance and/or application for Rights Stapled Securities (including an Electronic Application) which he has authorised or deemed to have authorised to apply towards the payment for acceptance of the Rights Stapled Securities and/or application for Excess Rights Stapled Securities in whichever mode or combination as the Managers and/or CDP may, in their absolute discretion, deem fi t. 5.3 Availability of Excess Rights Stapled Securities The Excess Rights Stapled Securities available for application are subject to the terms and conditions contained in the ARE, this Offer Information Statement and (if applicable) the FH-REIT Trust Deed and the FH-BT Trust Deed. Applications for Excess Rights Stapled Securities will, at the Directors absolute discretion, be satisfi ed from such Rights Stapled Securities as are not validly taken up by the Eligible Stapled Securityholders, the original allottee(s) or their respective renouncee(s) or the Purchaser(s) of the Rights Entitlements together with the aggregated fractional entitlements to the Rights Stapled Securities, any unsold Rights Entitlements (if any) of Foreign Stapled Securityholders and any Rights Stapled Securities that are otherwise not allotted for whatever reason in accordance with the terms and conditions contained in the ARE, this Offer Information Statement and (if applicable) the FH-REIT Trust Deed and the FH-BT Trust Deed. In the event that applications are received by the Managers for more Excess Rights Stapled Securities than are available, the Excess Rights Stapled Securities available will be allotted in such manner as the Directors may, in their absolute discretion, deem fi t in the interests of the Managers. Subject to the requirements of or otherwise waived by the SGX-ST, in the allotment of Excess Rights Stapled Securities, preference will be given to the rounding of odd lots (if any) followed by allotment to the Stapled Securityholders who are neither directors of the Managers nor Substantial Stapled Securityholders. Directors and Substantial Stapled Securityholders who have control or infl uence over FHT or the Managers in connection with the day-to-day affairs of FHT or the terms of the Rights Issue, or have representation (direct or through a nominee) on the board of Directors, will rank last in priority for the rounding of odd lots and allotment of Excess Rights Stapled Securities. The Managers reserve the right to refuse any application for Excess Rights Stapled Securities, in whole or in part, without assigning any reason whatsoever therefor. In the event that the number of Excess Rights Stapled Securities allotted to an Eligible Stapled Securityholder is less than the number of Excess Rights Stapled Securities applied for, the Eligible Stapled Securityholder shall be deemed to have accepted the number of Excess Rights Stapled Securities actually allotted to him. E-11

186 CDP TAKES NO RESPONSIBILITY FOR ANY DECISION THAT THE DIRECTORS MAY MAKE. If no Excess Rights Stapled Securities are allotted or if the number of Excess Rights Stapled Securities allotted is less than that applied for, the amount paid on application or the surplus application monies, as the case may be, will be refunded to such Eligible Stapled Securityholders, without interest or any share of revenue or other benefi t arising therefrom, within 3 business days after the commencement of trading of the Rights Stapled Securities, by crediting their accounts with the relevant Participating Bank AT THEIR OWN RISK (if they had applied by way of an Electronic Application), the receipt by such bank being a good discharge to the Managers and CDP for their obligations, if any, thereunder, or by means of a crossed cheque drawn in Singapore currency on a bank in Singapore and sent to them BY ORDINARY POST AT THEIR OWN RISK to their mailing address as maintained in the records of CDP or in such other manner as they may have agreed with CDP for the payment of any cash distributions (if they had applied through CDP). 5.4 Deadlines It should be particularly noted that unless: (a) (b) (c) acceptance of Rights Entitlements is made by the Eligible Stapled Securityholders or the Purchasers (as the case may be) by way of an Electronic Application through an ATM of a Participating Bank and payment of the full amount payable for such Rights Stapled Securities is effected by 9.30 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers); or the duly completed and original signed ARE or ARS accompanied by a single remittance for the full amount payable for the relevant number of Rights Stapled Securities accepted and (if applicable) Excess Rights Stapled Securities applied for, made in Singapore currency in the form of a Cashier s Order or Banker s Draft drawn on a bank in Singapore and made payable to CDP FRASERS HTRUST RIGHTS ISSUE ACCOUNT for the Rights Stapled Securities and crossed NOT NEGOTIABLE, A/C PAYEE ONLY for the full amount due on acceptance and/or application and with the names and Securities Account numbers of the Eligible Stapled Securityholders or the Purchasers (as the case may be) clearly written in block letters on the reverse side of the Cashier s order or Banker s Draft is submitted by hand to FRASERS HOSPITALITY ASSET MANAGEMENT PTE. LTD., AS MANAGER OF FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST AND FRASERS HOSPITALITY TRUST MANAGEMENT PTE. LTD., AS TRUSTEE-MANAGER OF FRASERS HOSPITALITY BUSINESS TRUST, C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, at 9 NORTH BUONA VISTA DRIVE, #01-19/20 THE METROPOLIS, SINGAPORE or by post in the self-addressed envelope provided, AT THE SENDER S OWN RISK, to FRASERS HOSPITALITY ASSET MANAGEMENT PTE. LTD., AS MANAGER OF FRASERS HOSPITALITY REAL ESTATE INVESTMENT TRUST AND FRASERS HOSPITALITY TRUST MANAGEMENT PTE. LTD., AS TRUSTEE-MANAGER OF FRASERS HOSPITALITY BUSINESS TRUST, C/O THE CENTRAL DEPOSITORY (PTE) LIMITED, ROBINSON ROAD POST OFFICE, P.O. BOX 1597, SINGAPORE by 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers); or acceptance is made by a Depository Agent via the SGX-SSH Service and payment (where applicable) in Singapore currency by way of telegraphic transfer by the Depository Agent(s) for the Rights Stapled Securities is effected by 5.00 p.m. on 7 October 2016 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the Managers), the Rights Entitlements will be deemed to have been declined and shall forthwith lapse and become void and cease to be capable of acceptance. E-12

187 All monies received in connection therewith will be returned to the Eligible Stapled Securityholders or the Purchasers (as the case may be) to their mailing address as maintained in the records of CDP without interest or any share of revenue or other benefi t arising therefrom BY ORDINARY POST or in such other manner as they may have agreed with CDP for the payment of any cash distributions (where acceptance is through CDP), or by crediting their accounts with the relevant Participating Banks (where acceptance is through Electronic Application), and at the Eligible Stapled Securityholders or the Purchasers (as the case may be) own risk within 3 business days after the commencement of trading of the Rights Stapled Securities. ACCEPTANCES AND/OR APPLICATIONS ACCOMPANIED BY ANY OTHER FORM OF PAYMENT (INCLUDING THE USE OF PERSONAL CHEQUES, POSTAL ORDERS OR MONEY ORDERS ISSUED BY A POST OFFICE IN SINGAPORE) WILL NOT BE ACCEPTED. 5.5 Confirmation Note A confi rmation note confi rming the date of issue and the number of Rights Stapled Securities issued will be issued by the Managers or the agent appointed by the Managers to CDP. Upon crediting of the Rights Stapled Securities and Excess Rights Stapled Securities, CDP will send to Eligible Stapled Securityholders and/or Purchasers, BY ORDINARY POST AND AT THEIR OWN RISK, notifi cation letters showing the number of Rights Stapled Securities and Excess Rights Stapled Securities credited to their Securities Accounts. 5.6 General For reasons of confi dentiality, CDP will not entertain telephone enquiries relating to the number of Rights Stapled Securities provisionally allotted to an Eligible Stapled Securityholder s Securities Account. An Eligible Stapled Securityholder can verify the number of Rights Stapled Securities provisionally allotted to his Securities Account online if he has registered for CDP Internet Access or through CDP Automated Phone Services Hotline number (65) using his telephone pin ( T-Pin ). Alternatively, an Eligible Stapled Securityholder may proceed personally to CDP with his identity card or passport to verify the number of Rights Stapled Securities provisionally allotted to his Securities Account. It is the responsibility of an Eligible Stapled Securityholder and/or Purchaser to ensure that the ARE and/or ARS is properly completed in all respects and signed. The Managers and/ or CDP will be authorised and entitled to reject any acceptance and/or application which does not comply with the provisions and instructions contained herein and in the ARE and/or ARS, or which is otherwise incomplete, incorrect, unsigned, signed but not in its originality or invalid in any respect. Any decision to reject the ARE and/or ARS on the grounds that it has been signed but not in its originality, incompletely, incorrectly or invalidly signed, completed or submitted will be fi nal and binding, and neither CDP nor the Managers accept any responsibility or liability for the consequences of such a decision. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS OFFER INFORMATION STATEMENT, ACCEPTANCE OF THE RIGHTS ENTITLEMENTS AND (IF APPLICABLE) APPLICATION FOR EXCESS RIGHTS STAPLED SECURITIES IS IRREVOCABLE. No acknowledgement will be given for any submissions sent by post or deposited into boxes located at CDP s premises or submitted by hand at CDP s counters. An Eligible Stapled Securityholder can check the status of his acceptance of Rights Entitlements and (if applicable) application for Excess Rights Stapled Securities through CDP Automated Phone Services Hotline number (65) using his T-Pin. E-13

188 CDP Phone User Guide 1. Dial (65) Press 1 for English; Press 2 Mandarin. 3. Press 3 for Corporate Actions Announcement and Transactions. 4. Press 2 for your rights application status. 5. Enter your 12 digit CDP securities account number. 6. Enter your 6 digit telephone pin. All communications, notices, documents and remittances to be delivered or sent to an Eligible Stapled Securityholder and/or Purchaser will be sent by ordinary post to his mailing address as it appears in the records of CDP, at his own risk. 5.7 Personal Data Privacy By completing and delivering an ARE or an ARS and in the case of an Electronic Application, by pressing the Enter or OK or Confi rm or Yes key, an Eligible Stapled Securityholder or a Purchaser (i) consents to the collection, use and disclosure of his personal data by the Participating Banks, the Stapled Security Registrar, Securities Clearing and Computer Services (Pte) Ltd, CDP, the SGX-ST, the Managers and the Joint Lead Managers and Underwriters (the Relevant Persons ) for the purpose of facilitating his application for the Rights Stapled Securities, and in order for the Relevant Persons to comply with any applicable laws, listing rules, regulations and/or guidelines (collectively, the Purposes ); (ii) warrants that where he discloses the personal data of another person, such disclosure is in compliance with applicable law; and (iii) agrees that he will indemnify the Relevant Persons in respect of any penalties, liabilities, claims, demands, losses and damages as a result of his breach of warranty. E-14

189 PROCEDURE TO COMPLETE THE ARE E-15