FORWARD TOGETHER Notes to the Consolidated Financial Statements 31 December 2022 238 48. EVENTS AFTER THE REPORTING DATES On 12 January 2023, the Company, through ESR V Investor 5 (a wholly-owned subsidiary of the Company), agreed to subscribe for 168,358,478 newly issued shares in BW Industrial Development Joint Stock Company (“BW”) (the “Subscription”) and may, following the completion of the Subscription, elect to subscribe for such number of additional shares so that it will hold no less than 15.0% of the issued shares of BW (on a fully diluted basis) (the “Additional Subscription”) on completion of such Additional Subscription. The Subscription and any Additional Subscription (which will be subject to ESR V Investor 5 having obtained an approval from the Department of Planning and Investment of Binh Duong Province, Vietnam) (collectively, the “Transaction”) are part of a broader equity fundraising exercise by BW in which the Company has been informed by BW that BW has also entered into share subscription agreements with other third party investors whereby BW will raise additional equity investment from such investors at the same Subscription Price and on substantially the same terms as the Subscription. In connection with the Subscription, on 12 January 2023, ESR V Investor 5 and BW entered into the Framework Agreement which set out the terms governing certain services that may be provided by ESR V Investor 5 (itself or through one or more of its affiliates) to BW and its subsidiaries for which it will receive various fees as part of its market leading development and fund management platform. On 12 January 2023, BW (through VC3, a subsidiary of BW) indirectly holds 51% of the shareholding interest in TH1 Holdco Joint Stock Company and TH2 Holdco Joint Stock Company (“Disposal Company 1” and “Disposal Company 2”), respectively. The other 49% interest in Disposal Company 1 and Disposal Company 2 was held by the Company (through its wholly-owned subsidiary ESR V Investor 1 and ESR V Investor 2). On 12 January 2023, ESR V Investor 1 and ESR Investor 2 (as sellers) and ESR V Investment (as guarantor) entered into Share Purchase Deed to sell 3,458,820 shares of Disposal Company 1 and 1,345,100 shares of Disposal Company 2 to VC3. The Subscription and the Disposals have been completed on 12 January 2023.
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