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CURRENT SHAREHOLDERS AND VENDOR


The table below sets out the names of each Substantial Shareholder of our Company, which means a Shareholder who is known by our Company to beneficially own 5.0% or more of our issued Shares, each Director (including our Chief Executive Officer) who has an interest in the Shares and the Vendor, and the number and percentage of Shares in which each of them has an interest (whether direct or deemed) as at the Latest Practicable Date and immediately after the completion of the Offering and the issue of the Cornerstone Shares. Our Directors and Executive Officers may, subject to applicable laws, subscribe for Public Offer Shares and/or the Placement Shares. In such cases, we will make announcements via SGXNET as soon as practicable.

To our knowledge, as at the Latest Practicable Date, no person intends to subscribe for more than 5.0% of the Shares in the Offering.

All Shares owned by our Substantial Shareholders and Directors (including our Chief Executive Officer) carry the same voting rights as the Offering Shares.

Percentage ownership is based on, as the case may be:

  1. 311,080,000 Shares outstanding as at the Latest Practicable Date (after adjusting for the Share Split); and
  2. 355,197,700 Shares outstanding immediately after the completion of the Offering and the issue of the Cornerstone Shares (after adjusting for the Share Split).

There are no Shares issued that have not been fully paid.

Shareholdings

Notes

  1. APRH is a Cayman-incorporated company which directly holds Shares. APRH has two classes of shares, namely Class A shares with full voting rights and no economic rights and Class B shares with full economic rights and limited voting rights. The Class A shares of APRH are held by PGA Realty, a British Virgin Islands incorporated company of which Mr. Tan Choon Hong is the sole director and shareholder.

    For purposes of Section 4 of the SFA, each of Mr. Tan Choon Hong and PGA Realty is deemed to be interested in the Shares held by APRH.

  2. As at the Latest Practicable Date, the Class B shares of APRH are approximately 80.8% held by Canopus Realty Ltd (“CRL”), a holding company established in the British Virgin Islands, approximately 16.7% held by APAC Realty 1, approximately 2.1% held by APAC Realty 2 and approximately 0.5% held by APAC Realty 3, being holding companies incorporated in the Cayman Islands. CRL is wholly-owned by Northstar Equity Partners III Limited, an investment fund established in the Cayman Islands. Certain senior employees of our Group (including Mr. Jack Chua, Mr. Poh Chee Yong and Mr. Eugene Lim) hold Class B shares in APAC Realty 1 or APAC Realty 2, as the case may be. 12 of our Division Directors and one of our employees hold Class B shares in APAC Realty 3. Such Class B shares have full economic rights and limited voting rights. Mr. Jack Chua holds 70.5% of Class B shares in APAC Realty 1.

  3. This comprises the 12 Division Directors and one employee referred to in footnote (2), who are not associates of any of our Directors or our Controlling Shareholders. As at the Latest Practicable Date, these individuals hold Class B shares of APAC Realty 3. Pursuant to a restructuring (the “Restructuring”) which is expected to complete on or around the Listing Date, these individuals will, in exchange for the redemption and cancellation of their Class B shares of APAC Realty 3, directly hold Shares. Pursuant to the Restructuring, 1,503,555 Shares (which are currently held by APRH) are expected to be transferred to such individuals on or around the Listing Date. These individuals include Mr. Foong Cheng Keong and Ms. Tan Boon Ngee who have agreed to lock-up arrangements with the Sole Issue Manager, Bookrunner and Underwriter as described in “Plan of Distribution – No Sale of Similar Securities and Lock-up”.

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP


Save as disclosed below, there were no significant changes in the percentage of ownership of our Company in the last three years prior to the Latest Practicable Date.

As described in “– Current Shareholders and Vendor” above, as at the Latest Practicable Date, 12 of our Division Directors and one of our employees hold Class B shares of APAC Realty 3. Pursuant to the Restructuring which is expected to complete on or around the Listing Date, these individuals will, in exchange for the redemption and cancellation of their Class B shares of APAC Realty 3, directly hold Shares. Pursuant to the Restructuring, 1,503,555 Shares (which are currently held by APRH) are expected to be transferred to such individuals on or around the Listing Date.

VENDOR


The Vendor will be selling 44,117,700 Vendor Shares in the Offering and 9,750,000 Additional Shares through the provision of the Over-allotment Option (assuming the Over-allotment Option is exercised in full), comprising in aggregate approximately 17.3% of our share capital prior to the Offering and the issue of the Cornerstone Shares, and approximately 15.2% of our share capital immediately after the completion of the Offering and the issue of the Cornerstone Shares.

CHANGES IN ISSUED SHARE CAPITAL


There have been no changes in the issued and paid-up share capital of our Company and our subsidiaries or associated company in the last three years prior to the Latest Practicable Date.

INFORMATION ON THE CORNERSTONE INVESTORS


At the same time as but separate from the Offering, the Cornerstone Investors have entered into Cornerstone Subscription Agreements dated 12 September 2017 with our Company to subscribe for an aggregate of 39,321,200 Cornerstone Shares at the Offering Price, conditional upon, among others, the Underwriting Agreement having been entered into and not having been terminated pursuant to its terms on or prior to the Listing Date.

The Cornerstone Investors are:

FIL Investment Management (Hong Kong) Limited


FIL Investment Management (Hong Kong) Limited, acting as professional fiduciary for certain accounts, is incorporated in Hong Kong. Its principal business activity is asset management. FIL Investment Management (Hong Kong) Limited has entered into a Cornerstone Subscription Agreement to subscribe for 15,200,000 Cornerstone Shares at the Offering Price.

Qilin Asset Management Pte. Ltd.


Qilin Asset Management Pte. Ltd. is a Single Family Office headquartered in Singapore and owned by Mr. Lim Chap Huat, the owner and Executive Chairman of Soilbuild Group Holdings Ltd.

Qilin Asset Management Pte. Ltd. oversees a global portfolio of equities, debt, funds, derivatives and foreign currencies. Its principal strategies and divisions include value-driven allocations, quantitative trading as well as long-short strategies.

Soilbuild Group is a leading integrated property group with a track record of more than 40 years in constructing, developing and managing residential and business space properties. Soilbuild Group has completed a multitude of purpose-built business spaces and manages close to four million square feet of business space for lease. The group has further developed a range of residential properties from high-end luxury condominiums to townhouses and conservation terraces.

Qilin Asset Management Pte. Ltd. has entered into a Cornerstone Subscription Agreement to subscribe for 12,121,200 Cornerstone Shares at the Offering Price.

Asdew Acquisitions Pte Ltd


Asdew Acquisitions Pte Ltd is an investment company incorporated in Singapore in 1999 which is predominantly owned by Mr Wang Yu Huei. It invests mostly in listed equities, fixed income products and real estate products. Asdew Acquisitions Pte Ltd has entered into a Cornerstone Subscription Agreement to subscribe for 6,000,000 Cornerstone Shares at the Offering Price.

Azure Capital Pte Ltd


Azure Capital Pte Ltd is a company incorporated in Singapore and operates as a registered fund management company and invests mainly in the small and mid-cap stocks. Azure Capital Pte Ltd has entered into a Cornerstone Subscription Agreement to subscribe for 6,000,000 new Shares at the Offering Price.

CHANGE IN CONTROL OF OUR COMPANY


To our knowledge, save as disclosed in this Prospectus, our Company is not owned or controlled by any person or government and will not be owned or controlled by any person or government immediately after the completion of the Offering and the issue of the Cornerstone Shares.

As at the date hereof, we are not currently aware of any arrangement the operation of which may, at a subsequent date, result in a change of control of our Company.