ESR Group Limited Interim Report 2024 Corporate Governance and Other Information 45 Shares Purchased By Trustee Under The Long Term Incentive Scheme During the six months ended 30 June 2024, the trustee of the Long Term Incentive Scheme of the Company adopted on 2 June 2021 (the “LTIS”), pursuant to the rules and trust deed of the LTIS, purchased on the Stock Exchange a total of 2,475,000 Shares at a total consideration of approximately US$2.6 million (approximately HK$20.6 million, excluding transaction costs). Save as disclosed above, during the six months ended 30 June 2024, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the listed securities of the Company. The Company has not held and did not hold any treasury Shares (as defined under the Listing Rules) during the six months ended 30 June 2024 and as at 30 June 2024. MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Sale of ARA Private Funds Business On 8 March 2024, the subsidiaries of the Company entered into certain share purchase agreements to dispose of their interests in the ARA Private Funds business in Australia, Singapore, South Korea and U.S. to buyers which include an affiliate of Sumitomo Mitsui Finance and Leasing Co. for an initial consideration based on an agreed enterprise value of US$270 million for the businesses, subject to adjustments. As of 30 June 2024, the transaction completion is pending final regulatory approval and satisfaction of related condition precedents. Disposal of ARA US Hospitality Trust ARA entered into a share purchase agreement to dispose of 100% of the issued shares of ARA Trust Management (USH) Pte. Ltd. and ARA Business Trust Management (USH) Pte. Ltd. on 27 May 2024. ARA Real Estate Investors 23 Pte. Ltd. (“ARA RE23”) entered into a sale and purchase agreement to sell 110,200,640 stapled securities of ARA US Hospitality Trust (“ARA H-Trust” and the stapled securities of ARA H-Trust, the “Stapled Securities”), representing approximately 19.0% of the total number of Stapled Securities in issue on 27 May 2024. Both ARA and ARA RE23 are wholly owned subsidiaries of the Group. Both transactions were completed on 9 July 2024. Acquisition of remaining interest in LOGOS Property Group Limited and Further updates on LOGOS Founders Roll-up Reference is made to the circular of the Company dated 18 October 2021 in relation to the acquisition of ESR Asset Management Limited (formerly known as ARA Asset Management Limited) (“ARA”, together with its subsidiaries, the “ARA Group”), pursuant to which the Company acquired an indirect 86.4% interest in LOGOS Property Group Limited (“LOGOS”), with the remaining 13.6% interest in LOGOS (the “LOGOS Founder Stake”) being held by the three founders of LOGOS, namely Mr. John Edward Marsh, Mr. Trent Alexander Iliffe and Mr. Stephen Hawkins (collectively, the “LOGOS Founders”). As announced on 21 July 2024 and 26 July 2024, the Company has completed the acquisition of the part of the LOGOS Founder Stake held by Mr. Stephen Hawkins on 20 June 2024; and entered into share purchase agreements with, among others, Mr. John Edward Marsh and Mr. Trent Alexander Iliffe, respectively, on 25 July 2024, pursuant to which the Company agreed to acquire the remaining part of the LOGOS Founder Stake held by Mr. John Edward Marsh and Mr. Trent Alexander Iliffe, the consideration of which will be satisfied by (a) in the case of Mr. Trent Alexander Iliffe, cash consideration and (b) in the case of Mr. John Edward Marsh, both cash consideration and allotment and issue of new Shares in the Company credited as fully paid under the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 31 May 2024. Accordingly, 32,074,310 Shares were allotted and issued to Mr. John Edward Marsh as part of the consideration on 13 August 2024. As of the date of this announcement, the acquisition of the LOGOS Founder Stake was completed and LOGOS is indirectly wholly-owned by the Company. Reference is made to the announcement of the Company dated 26 July 2024 (the “Announcement”) in relation to the acquisition of the LOGOS Founder Stake involving issue of new Shares under general mandate (the “LOGOS Founders Roll-up”). Each of the Share Purchase Agreements (as defined in the Announcement) was negotiated separately with the respective LOGOS Founder and the Share Purchase Agreements were not inter-conditional. A valuation from a reputable investment bank was obtained to ensure the consideration was aligned with the current market range. After completion of the Share Purchase Agreements, Mr. John Edward Marsh will remain in the Group in a new role and Mr. Trent Alexander Iliffe will continue in a consulting capacity for a period of time to assist with transition.
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