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ASCENDAS PROPERTY FUND TRUSTEE PTE. LTD. (in its capacity as Trustee-Manager for Ascendas India Trust)

(Incorporated in the Republic of Singapore on 5 October 2004) (Company Registration No. 200412730D)


ISSUE OF S$30,000,000 3.90 PER CENT. NOTES DUE 2020 PURSUANT TO THE S$500,000,000 MULTICURRENCY DEBT ISSUANCE PROGRAMME


Following the announcement by Ascendas Property Fund Trustee Pte. Ltd. (the 'Trustee- Manager') (in its capacity as Trustee-Manager for Ascendas India Trust ('a-iTrust')) on 23 September 2015 in relation to the pricing of the S$30,000,000 3.90 Per Cent. Notes Due 2020 (the 'Series 006 Notes') to be issued by a-iTrust, the Board of Directors of the Trustee- Manager wishes to announce that a-iTrust has today issued the Series 006 Notes. The Series 006 Notes are issued under the S$500,000,000 Multicurrency Debt Issuance Programme (the 'Programme') established by a-iTrust on 27 February 2009. Mizuho Securities Asia Limited and Standard Chartered Bank have been appointed as the dealers of the Series 006 Notes.

The Series 006 Notes will mature on 5 October 2020 and bear a fixed interest rate of 3.90 per cent. per annum payable semi-annually in arrear. The net proceeds arising from the issue of Series 006 Notes will be used for the purpose of funding on-going development projects in Bangalore and Hyderabad and general corporate purposes.

Approval in-principle has been obtained for the listing and quotation of the Series 006 Notes on the Singapore Exchange Securities Trading Limited (the 'SGX-ST'). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. Approval in-principle for listing and quotation of the Series 006 Notes on, and admission to the Official List of, the SGX-ST are not to be taken as an indication of the merits of a-iTrust, its subsidiaries, the Programme or the Series 006 Notes. The Series 006 Notes are expected to be listed on the SGX-ST on or about 6 October 2015.


In addition, pursuant to Rule 704(31) of the SGX-ST Listing Manual, a-iTrust wishes to announce that the Series 006 Notes contain the following conditions ('Relevant Conditions') making reference to controlling unitholders' interests in a-iTrust or places restrictions on a change of control of a-iTrust or the Trustee-Manager:

  1. it is an event of default if Ascendas Pte Ltd ceases to own beneficially, directly or indirectly through one or more wholly-owned subsidiaries, at least 51% of the issued share capital of the Trustee-Manager; and

  2. it is an event of default if the Trustee-Manager is removed pursuant to the terms of the trust deed constituting a-iTrust (the 'a-iTrust Trust Deed') and the replacement or substitute trustee-manager is not appointed in accordance with the terms of the a-iTrust Trust Deed.

Neither of the events described under the Relevant Conditions has occurred. Assuming such an event occurs and causes a cross-default under other borrowings of a-iTrust, the aggregate level of facilities that may be affected is approximately S$380,000,000 (excluding interest) as at the date of this announcement, comprising the facilities set out in the Schedule to this announcement. This does not take into account (i) loan facilities that will be repaid using the proceeds from the issue of Series 006 Notes and (ii) future notes issuance under the

Programme. Please note that this amount does not include any termination amount that may be payable or receivable by a-iTrust pursuant to an early termination of any cross-currency and/or interest swap transaction.


BY ORDER OF THE BOARD

Ascendas Property Fund Trustee Pte. Ltd.

(as Trustee-Manager for Ascendas India Trust)


Mary Judith de Souza Company Secretary

5 October 2015

The Schedule referred to in the Announcement


  1. Facility Agreements


    No.

    Details of the Facility Agreement

    Conditions making reference to controlling unitholder's interests or which place restrictions on any change in control of a-iTrust

    Aggregate level of facilities affected in the event of breach of such conditions as at the date of this announcement

    1.

    S$65,000,000 Facility Agreement dated 5

    March 2013 entered into between the Trustee-Manager (in its capacity as trustee- manager for a-iTrust) as borrower and The Hongkong and

    Shanghai Banking Corporation Limited, Singapore Branch as lender. (The

    outstanding amount for this facility agreement is S$15,000,000.)




    S$380,000,000

    2.

    S$20,000,000 Facility Agreement dated 27

    November 2013 entered into between the Trustee-Manager (in its capacity as trustee-manager of a- iTrust) as borrower and Standard Chartered Bank as lender.

    The facility agreement provides that it would be an event of default if:



    S$380,000,000

  2. The facility agreement provides that it would be a mandatory prepayment event if:

  3. Ascendas Pte Ltd or any of its subsidiaries does not, or ceases to, beneficially own, in aggregate, directly or indirectly, at least 15% of the units; and

  4. the Trustee-Manager ceases at any time to be the trustee-manager of a- iTrust.

  5. The facility agreement provides that it would be an event of default if there is a breach of the undertaking by the Trustee- Manager to ensure that Ascendas Pte Ltd, the controlling unitholder, will at all times hold (whether directly or indirectly) the majority shareholding in the Trustee- Manager.

    1. Ascendas Investment Pte Ltd does not or ceases to own, directly or indirectly, at least 51% of the shares in the capital of the borrower; and

    2. the Trustee-Manager resigns or is removed as trustee-manager of a-iTrust except with the prior written consent of the lender.


    3.

    S$50,000,000 Facility Agreement dated 23

    September 2014 entered into between the Trustee-Manager (in its capacity as trustee-manager of a- iTrust) as borrower and Mizuho Bank, Ltd., Singapore Branch as lender.

    The facility agreement provides that it would be an event of default if:


    Manager; and


    S$380,000,000

    4.

    S$65,000,000 Facility Agreement dated 23

    March 2015 entered into between the Trustee-Manager (in its capacity as trustee- manager of a-iTrust) as borrower and Mizuho Bank, Ltd., Singapore Branch as lender.

    The facility agreement provides that it would be an event of default if:


    Manager; and


    S$380,000,000

    5.

    S$60,000,000 Facility Agreement dated 25

    March 2015 entered into between the Trustee-Manager (in its capacity as trustee- manager of a-iTrust) as borrower and DBS Bank Ltd. as lender.

    The facility agreement provides that it would be a mandatory prepayment event if:



    S$380,000,000

    1. Ascendas Pte Ltd ceases to own (directly or indirectly through any of its wholly-owned subsidiaries) at least 51% of the total issued and paid-up share capital of the Trustee-

    2. the Trustee-Manager resigns or is removed as trustee-manager of a-iTrust.

    1. Ascendas Pte Ltd ceases to own (directly or indirectly through any of its wholly-owned subsidiaries) at least 51% of the total issued and paid-up share capital of the Trustee-

    2. the Trustee-Manager resigns or is removed as trustee-manager of a-iTrust.

    1. Ascendas Pte Ltd or any of its subsidiaries does not, or ceases to, beneficially own, in aggregate, directly or indirectly, at least 15% of the units in a- iTrust; and

    2. Ascendas Pte Ltd does not own, or cease to own (directly or indirectly through any of Ascendas Pte Ltd's wholly- owned subsidiaries) at least 51% of the issued and paid-up capital of the Trustee-Manager (Note: this is not applicable if the borrower issues the requisite notice under the facility agreement).

  6. Debt Issuance Programme


  7. Debt Issuance Programme

    S$500,000,000 Multicurrency Debt Issuance Programme

    Current aggregate principal amount of Notes outstanding under the Programme

    Fixed Rate Note Series 003 S$ 25,000,000 Fixed Rate Note Series 004 S$ 65,000,000 Fixed Rate Note Series 005 S$ 50,000,000 Fixed Rate Note Series 006 S$ 30,000,000 Total principal amount outstanding S$170,000,000

    Trustee for the holders of the Notes

    DBS Trustee Limited

    Relevant Conditions under the Trust Deed constituting the Notes and Conditions of the Notes

    The Trust Deed constituting the Notes and Conditions of the Notes contain the following Relevant Conditions:


    1. it is an event of default if Ascendas Pte Ltd ceases to own beneficially, directly or indirectly through one or more wholly-owned subsidiaries, at least 51% of the issued share capital of the Trustee-Manager; and

    2. it is an event of default if the Trustee-Manager is removed pursuant to the terms of the a-iTrust Trust Deed and the replacement or substitute trustee- manager is not appointed in accordance with the terms of the a-iTrust Trust Deed.


    Note: Any breach of the condition or provision of the facility agreements and the debt issuance programme set out in the Schedule, may cause a default and may trigger a cross-default under the other facility agreements and debt issuance programme.

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