Update on GemLife IPO & Listing

6/17/25, 5:47 PM General Announcement::Update on GemLife IPO & Listing

Issuer & Securities

GENERAL ANNOUNCEMENT::UPDATE ON GEMLIFE IPO & LISTING

Issuer/ Manager

THAKRAL CORPORATION LTD

Securities

THAKRAL CORPORATION LTD - SG1AJ2000005 - AWI

Stapled Security

No

Announcement Title

General Announcement

Date &Time of Broadcast

17-Jun-2025 17:45:40

Status

New

Announcement Sub Title

Update on GemLife IPO & Listing

Announcement Reference

SG250617OTHRFQF6

Submitted By (Co./ Ind. Name)

Anil Daryanani

Designation

Chief Financial Officer

Description (Please provide a detailed description of the event in the box below)

Please refer to attached Announcement on Update on GemLife IPO & Listing and Press Release on GemLife IPO - Thakral to Unlock Significant Shareholder Value Through GemLife's Upcoming ASX Listing.

ThakralCorp_Annmt_GemLife_IPO_20250617.pdf

ThakralCorp_PR_GemLife_IPO_20250617.pdf

Total size =301K MB

https://links.sgx.com/1.0.0/corporate-announcements/Y2QCO836ZH1QRB91/c71eb71395225eaf7a498b0764f6c851f2a8e46697035fa8bb42f1b77… 1/1

(Incorporated in the Republic of Singapore on 7 October 1993) (Company Registration No. 199306606E)

Thakral Corporation Ltd (the "Company" and together with its subsidiaries, the "Group" or "Thakral Group") is pleased to announce the launch of an initial public offering of stapled securities1in Australia (the "IPO") by GemLife Communities Group, an over-50s lifestyle resorts business in Australia and in respect of which the Company indirectly holds an effective interest of 31.7% to raise up to AUD750 million2. The stapled securities ("GemLife Stapled Securities"1) are expected to be listed and quoted on the Australian Securities Exchange ("ASX") upon successful closing of the IPO.

In compliance with Rule 703(1) and the Corporate Disclosure Policy set out in Appendix 7.1 of the Listing Manual of the Singapore Exchange Securities Trading Limited ("SGX-ST" and "SGX-ST Listing Manual"), the board of directors of the Company (the "Board") would like to draw the attention of Shareholders and potential investors to the following3:

1. Background on the IPO

   1. The Board has been informed by the Company's representative board member of Thakral Capital Holdings Pte. Ltd., the board of directors of GemLife Group Ltd has determined to pursue the IPO and a listing and quotation of the GemLife Stapled Securities to be issued by GemLife Group Ltd and Equity Trustees Limited as responsible entity for the GemLife Stapled Trusts. In this regard, the Board is pleased to inform Shareholders and potential investors of the Company that GemLife Communities Group has launched the IPO to raise up to AUD750 million and, in

      ‌1Each stapled security in GemLife Communities Group comprises one ordinary share in GemLife Group Ltd and one unit in each of GemLife Trust, GTH Resorts No 2 Trust, GTH Resorts No 3 Trust, GTH Resorts No 4 Trust, GTH Resorts No 6 Trust, GTH Resorts No 8 Trust, GTH Resorts No 11 Trust, GTH Resorts No 12 Trust, GTH Resorts No 15 Trust and GTH Resorts No 19 Trust (together the "GemLife Stapled Trusts" and together with GemLife Group Ltd, "GemLife Communities Group" or "GemLife") which hold the portfolio assets and companies operated and/or owned as part of the GemLife Communities Group ("GemLife Stapled Security" and "GemLife Stapled Securities" to be construed accordingly).

      ‌2Approximately SGD629 million based on an exchange rate of 1 AUD : 0.8382 SGD, being the daily exchange rate for 11 June 2025 as published by the Monetary Authority of Singapore. Each GemLife Stapled Security is being offered at AUD4.16 pursuant to the IPO.

      ‌3Information concerning or relating to GemLife and the IPO that is disclosed or mentioned in this announcement has been extracted from the prospectus under Chapter 6D of the Corporations Act 2001 (Cth) and product disclosure statement under Part 7.9 of the Corporations Act 2001 (Cth) of Australia for the IPO (collectively, the "Disclosure Document") lodged with the Australian Securities and Investments Commission on 17 June 2025.

      connection with the launch, has lodged the Disclosure Document3with the Australian Securities and Investments Commission on 17 June 2025. An application will be made by GemLife to ASX Limited within seven days after the date of the Disclosure Document for admission to the Official List and quotation of the GemLife Stapled Securities on the ASX. Upon successful closing of the IPO, the GemLife Stapled Securities are expected to be listed and quoted on the ASX.

   2. The IPO is fully underwritten by J.P. Morgan Securities Australia Limited and Morgan Stanley Australia Securities Limited on and subject to the terms and conditions set out in the underwriting agreement dated 13 June 2025, which agreement is subject to a number of conditions precedent and sets out a number of circumstances under which the underwriters may terminate the aforesaid underwriting agreement.

2. Significant uplift to Thakral Group's financial position upon a successful closing of the IPO and a listing and quotation of the GemLife Stapled Securities on ASX.

   1. Upon a successful closing of the IPO and a listing and quotation of the GemLife Stapled Securities on the ASX (the "GemLife Listing"), the Board notes the potential of a significant uplift to (as well as strengthening of) the Group's overall financial position. In this regard, the Board would like to illustrate certain key financial effects of the GemLife Listing, for information of Shareholders and potential investors of the Company.

   2. The financial effects set out below are strictly for illustrative purposes only and do not purport to be indicative or a projection of the results and financial position of the Company and the Group after completion of the GemLife Listing. The financial effects of the GemLife Listing on the Group have been computed based on the latest audited consolidated financial statements of the Group for financial year ended 31 December 2024 4("FY2024") and subject to the following bases and assumptions:

      1. the financial effect on the consolidated net tangible asset ("NTA") per TCL Share 5is computed based on the assumption that the GemLife Listing was completed on 31 December 2024;

      2. the financial effect on the consolidated earnings per TCL Share ("EPS") is computed based on the assumption that the GemLife Listing was completed on 1 January 2024;

      3. there are no changes in the issued and paid-up share capital of the Company as well as the total number of TCL Shares in issue as reported for FY2024;

      4. the expenses incurred by the Group, if any, in connection with the GemLife Listing have been disregarded for the purposes of calculating the financial effects below; and

      5. the successful completion of the GemLife Listing including without limitation the gross proceeds raised from the IPO being AUD750 million ("GemLife Listing Completion").

         ‌4 Please refer to pages 71 to 145 of the Company's annual report published on 14 April 2025 and available on the Company's website at: https://www.thakralcorp.com/investor-relations/annual-reports-and-circulars

         ‌5"TCL Share" means an ordinary share of the Company.

         NTA6per TCL Share

         	Before GemLife Listing Completion	After GemLife Listing Completion
         NTA attributable to Shareholders (S$'000)	163,123	272,887
         Number of TCL Shares in issue (excluding treasury shares)	127,061,116	127,061,116
         NTA per TCL Share (Singapore cents)	128.38	214.77

         EPS per TCL Share

         	Before GemLife Listing Completion	After GemLife Listing Completion
         Profit after taxation and non-controlling interests (S$'000)	28,809	138,613
         Weighted Average of TCL Shares in issue (excluding treasury shares)	127,860,018	127,860,018
         EPS (Singapore cents)	22.53	108.41

         Others

         	Before GemLife Listing Completion	After GemLife Listing Completion
         Net Borrowings (S$'000)7	50,854	22,257
         Total Assets (S$'000)	359,513	512,055
         Retained Earnings (S$'000)	139,285	249,049
         Total Cash and Bank Balances (S$'000)	10,6158	38,362

         ‌6"NTA" means total assets less the sum of total liabilities, non-controlling interest and intangible assets (net of non-controlling interest).

         ‌7Gearing drops from 0.39 time (before GemLife Listing Completion) to 0.23 (after GemLife Listing Completion).

         ‌8Total cash and bank balances amount as at 31 May 2025.

   3. The Board would like to further note the following for the attention of Shareholders and potential investors of the Company:

      1. Holding (re: GemLife Stapled Securities)

         The total number of GemLife Stapled Securities that the Group will hold post-IPO is 63,400,000, post the pre-IPO restructure but before subscription for any securities in the IPO (see below).

         As a demonstration of the Group's continuing confidence and support for the GemLife Communities Group, the Group intends to subscribe for the 600,962 GemLife Stapled Securities offered to it under the priority offer at the IPO price of AUD4.16 per GemLife Stapled Security (the "GemLife Stapled Securities Subscription") and payable in cash. Upon completion of the aforesaid subscription, the total number of GemLife Stapled Securities held by the Group would increase to 64,000,962.

         The Company has entered into escrow arrangements with GemLife with respect to its entire post-IPO holdings. The escrow period will commence on completion of the IPO and:

         • in respect of 50% of the escrowed securities, until release of GemLife's financial results for the half financial year ended 30 June 2026; and

         • in respect of the remaining escrowed securities, until the release of GemLife's full-year financial results for the financial year ended 31 December 2026.

           Following the IPO completion and as a result of the dilution arising from the issuance of additional GemLife Stapled Securities pursuant to the IPO, the percentage holding and effective interest of the Group's investment in GemLife would be reduced to approximately 16.8%9from 31.7%.

           The GemLife Stapled Securities Subscription is classified only as a "Non-discloseable Transaction" under Chapter 10 of the SGX-ST Listing Manual as the relative figures determined pursuant to Rule 1006 are below 5%. The book value, net tangible asset value and the open market value (upon GemLife Listing Completion) is AUD4.16 per GemLife Stapled Security subscribed for.

      2. Change in accounting treatment (re: Thakral Group's investment in GemLife)

For completeness, the Board further notes that there would be a change in the accounting treatment for the Group's investment in GemLife in view of the reduction of the Group's percentage holding and effective interest to below 20% (namely, 16.8% as noted above) which resulted in GemLife ceasing to be an associated company within the Group. Post-GemLife Listing Completion, the Group's investment in GemLife would be reclassified as an 'investment at fair value through income statement'. The implication for the Group from an accounting perspective would be the necessity for the Group's investment in GemLife to be marked-to-market at each future reporting date and any

‌9Assuming the due completion of the GemLife Stapled Securities Subscription of the 600,962 GemLife Stapled Securities.