ESR-LOGOS REIT SECURITIES AND FUTURES ACT (CAP. 289) SECURITIES AND FUTURES (DISCLOSURE OF INTERESTS)
REGULATIONS 2012
NOTIFICATION FORM FOR SHAREHOLDER(S) OF UNLISTED TRUSTEE-MANAGER OR RESPONSIBLE PERSON
FORM
5
(Electronic Format)
Explanatory Notes
Please read the explanatory notes carefully before completing this notification form.
This form is for a Shareholder(s) of an unlisted Trustee-Manager or Responsible Person to give notice under section 137P or 137ZA of the Securities and Futures Act (Cap. 289) (the "SFA") for change in interests in the Trustee-Manager or Responsible Person, as the case may be.
ThisForm 5 and a separate Form C, containing the particulars and contact details of the Shareholder(s), must be completed by the Shareholder(s) or a person duly authorised by the Shareholder(s) to do so. The person so authorised should maintain records of information furnished to him by the Shareholder(s).
This form and Form C, are to be completed electronically and sent to the Trustee-Manager or Responsible Person via an electronic medium such as an e-mail attachment. The Trustee-Manager/Responsible Person will attach both forms to the prescribed SGXNet announcement template for dissemination under section 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached to the announcement template, it will not be disseminated to the public and is made available only to the Monetary Authority of Singapore (the "Authority").
Where a transaction results in similar notifiable obligations on the part of more than one Shareholder, all of these Shareholders may give notice using the same notification form.
Subject to paragraph 5, a separate notification form must be used by a Shareholder for each notifiable transaction. There must be no netting-off of two or more notifiable transactions even if they occur within the same day.
All applicable parts of the notification form must be completed. If there is insufficient space for your answers, please include attachment(s) by clicking on the paper clip icon on the bottom left-hand corner or in item 8 of Part II. The total file size for all attachment(s) should not exceed 1MB.
Except for item 1 of Part III, please select only one option from the relevant check boxes.
Please note that submission of any false or misleading information is an offence under Part VII of the SFA.
In this form, the term "Listed Issuer" refers to -
a registered business trust (as defined in the Business Trusts Act (Cap. 31A)) any or all of the units in which are listed for quotation on the official list of a securities exchange;
a recognised business trust any or all of the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing; or
a collective investment scheme that is a trust, that invests primarily in real estate and real estate- related assets specified by the Authority in the Code on Collective Investment Schemes, and any or all the units in which are listed for quotation on the official list of a securities exchange, such listing being a primary listing ("Real Estate Investment Trust").
For further instructions and guidance on how to complete this notification form, please refer to section 8 of the User Guide on Electronic Notification Forms which can be accessed at the Authority's Internet website at http://www.mas.gov.sg (under "Regulations and Financial Stability", "Regulations, Guidance and Licensing, "Securities, Futures and Fund Management", "Forms", "Disclosure of Interests").
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Part I - General
Name of Listed Issuer:
Cambridge Industrial Trust ("CIT")
Type of Listed Issuer:
Registered/Recognised Business Trust
✔ Real Estate Investment Trust
Name of Trustee-Manager/Responsible Person:
Cambridge Industrial Trust Management Limited
Date of notification to Trustee-Manager/Responsible Person:
Name of Shareholder:
e-Shang Infinity Cayman Limited
Date of acquisition of or change in interest:
18-Jan-2017
Date on which Shareholder became aware of the acquisition of, or change in, interest (if different from item 2 above, please specify the date):
18-Jan-2017
Explanation (if the date of becoming aware is different from the date of acquisition of, or change in, interest):
Quantum of total voting shares (including voting shares underlying rights/options/warrants/ convertible debentures {conversion price known}) held by Shareholder before and after the transaction:
Immediately before the transaction
Direct Interest
Deemed Interest
Total
No. of voting shares held and/or underlying the rights/options/warrants/convertible debentures:
0
0
0
As a percentage of total no. of voting shares:
0
0
0
Immediately after the transaction
Direct Interest
Deemed Interest
Total
No. of voting shares held and/or underlying the rights/options/warrants/convertible debentures:
0
840,000
840,000
As a percentage of total no. of voting shares:
0
80
80
Circumstances giving rise to deemed interests (if the interest is such):
[You may attach a chart in item 8 to illustrate how the Shareholder's deemed interest arises]
On 18January 2017, e-Shang Infinity Cayman Limited (the "Buyer") entered into asaleand purchaseagreement (the "SPA") with Nabinvest Capital PartnersPty Limited and CREIM Limited (the "Sellers") under which theSellers agreed tosell to the Buyer ordinary shares representing 100% of theshare capital in nabInvest OxleySingapore Pte. Ltd.("NIOS"). NIOS owns the entireshare capital of CambridgeReal Estate Investment Management Pte. Ltd., which in turn owns the entireshare capital of Cambridge Industrial Property Management Pte Ltd ("CIPM") and 80% (840,000 ordinary shares) (the "Relevant CITMShares") of theshare capital of Cambridge Industrial Trust Management Limited ("CITM").CIPM is the property manager of CIT, whileCITM is the manager of Cambridge Industrial Trust (being theResponsible Person underSection 137ZAof theSecurities and Futures Act,Chapter 289 of Singapore). The purchase of NIOS wasalso completed on thesame day on 18January 2017. Accordingly, the Buyer indirectly owns 840,000Relevant CITMShares following completion of theacquisition of NIOSfrom the Sellers pursuant to the terms of theSPA.
Relationship between the Shareholders giving notice in this form:
[You may attach a chart in item 8 to show the relationship between the Shareholders]
The relationships asat the date of this notification areas follows:
1. e-Shang Infinity Cayman Limited, acompany established in theCayman Islands, isa wholly-owned subsidiary of e-Shang Jupiter Cayman Limited ("ESJupiter"), acompany established in theCayman Islands.
ESJupiter, acompany established in theCayman Islands, isa wholly-owned subsidiary of e-Shang Redwood Limited ("ESR"), acompany established in theCayman Islands.
WPOCIM One LLC("WPOCIM"), a Delaware limited liability company, holds approximately 39.9% of the issued share capital of ESR.
WPX Investment VILtd.("WPX IVI"), acompany established in theCayman Islands, is thesole member of WP OCIM.
Warburg PincusPrivateEquity X, L.P., a Delaware limited partnership, ownsapproximately 96.9% of WPXIVI.
Warburg PincusX, L.P. ("WPXGP"), a Delaware limited partnership, is the general partner of Warburg Pincus PrivateEquity X, L.P., together with itsaffiliated partnership ("WPX").
Warburg PincusLLC("WPLLC"), a New York limited liability company, is the manager of WPX.
Warburg PincusXGPL.P. ("WPXGPLP"), a Delaware limited partnership, is the general partner of WPXGP.
WPPGPLLC("WPPGP"), a Delaware limited liability company, is the general partner of WPXGPLP.
Warburg PincusPartners, L.P. ("WPPartners"), a Delaware limited partnership, is the managing member of WPP GP.
Warburg PincusPartnersGPLLC("WPPartnersGP"), a Delaware limited liability company, is the general partner of WPPartners.
Warburg Pincus&Co.("WP"), a New York general partnership, is the managing member of WPPartnersGP.
CharlesR.Kaye and Joseph P. Landy are each Managing General Partners of WPand Managing Membersand Co-Chief Executive Officers of WPLLCand may be deemed to control the Warburg Pincusentities. CharlesR.Kaye and Joseph P. Landy disclaim beneficial ownership of all shares held by the Warburg Pincusentities.
Attachments (if any):
(The total file size for all attachment(s) should not exceed 1MB.)
If this is a replacement of an earlier notification, please provide:
SGXNet announcement reference of the first notification which was announced on SGXNet (the "Initial Announcement"):
Date of the Initial Announcement:
15-digit transaction reference number of the relevant transaction in the Form 5 which was attached in the Initial Announcement:
Remarks (if any):
19-Jan-2017
Part II - Shareholder(s) details
Shareholder A
Cambridge Industrial Trust published this content on 20 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 January 2017 13:59:09 UTC.
Original documenthttp://cambridgeindustrialtrust.listedcompany.com/newsroom/20170120_215141_NULL_L9TOVU9OXNFG45LT.1.pdf
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