Frasers Property Limited: Strategic Moves in Acquisitions, Divestments, and Subsidiary Incorporations for H2 2025

Executive Summary

Frasers Property Limited (“Frasers Property” or “the Company”) has released a comprehensive update outlining several key corporate actions for the second half of the financial year ended 30 September 2025. These actions include notable acquisitions of minority interests in logistics assets in Germany, a material disposal of interests in Northpoint City (South Wing), and the incorporation of multiple subsidiaries and associated companies, reflecting the Company’s ongoing strategic portfolio optimization and expansion in Europe and Singapore.

1. Acquisition of Minority Interests in German Logistics Properties

Transaction Overview: Frasers Property, via wholly-owned subsidiaries Frasers Property Investments (Europe) B.V. (FPIE) and FPE Investments RE11 B.V. (FPE11), completed the acquisition of minority interests previously held by Stichting Coeval in four German logistics property holding companies. The transaction, finalized on 10 September 2025, consolidates Frasers Property’s holdings in these assets.

• Companies Involved: FLT INV 29 B.V., FLT INV 30 B.V., FLT INV 31 B.V., FLT INV 32 B.V.
• Post-Acquisition Ownership: Each Purchaser now holds a 10.1% interest in the respective property holding company. The remaining 89.9% interest in each is held by Frasers Logistics & Commercial Trust.
• Total Purchase Consideration: EUR 2,971,889 (approx. S\$4,325,882), paid wholly in cash.
• Valuation Basis: Purchase price was negotiated on a willing-buyer, willing-seller basis, based on unaudited adjusted net asset values and recent property valuations as at 31 July 2025.
• Price Sensitivity: The consolidation of minority interests in high-value logistics assets in Germany could improve operational control and income predictability, potentially enhancing future earnings and asset value for shareholders.
• Director/Shareholder Interest: No directors or controlling shareholders have any direct or indirect interest in these transactions.

2. Disposal of Northpoint City (South Wing) Interests

Transaction Overview: Frasers Property has completed the divestment of its 50% interest in North Gem Trust (NG Trust), which owns Northpoint City (South Wing), and all shares in Frasers Property North Gem Trustee Pte. Ltd. (FPNGT), the trustee-manager of NG Trust.

• Buyer: HSBC Institutional Trust Services (Singapore) Limited, as trustee of Frasers Centrepoint Trust (FCT).
• Acquisition Price: Approx. S\$187.6 million for the NG Trust units and S\$0.03 million for FPNGT shares, subject to post-completion adjustments. The price reflects 50% of the adjusted net asset value of NG Trust and takes into account an agreed property value of S\$1,133.0 million for Northpoint City (South Wing).
• Valuation Exercise: Independent property valuations were conducted by Colliers International and Savills Valuation, with the agreed property value set at the average of S\$1,146.0 million and S\$1,120.0 million.
• Completion Effect: Frasers Property no longer holds any direct or indirect interest in NG Trust or FPNGT. FPNGT ceases to be a subsidiary.
• Shareholder Impact: This divestment is significant due to its scale (S\$187.6 million) and the disposal of a prime asset, which may affect future earnings and asset composition. The transaction could release capital for redeployment and affect the Group’s net tangible assets and earnings profile.
• Director/Shareholder Interest: Save as previously disclosed, no directors or controlling shareholders have any direct or indirect interest in the transaction.

3. Incorporation of Subsidiaries and Associated Companies

Strategic Expansion: The Company has incorporated multiple subsidiaries and associated companies in the Netherlands and Singapore during H2 2025, reflecting strategic growth into new asset classes (EV charging, photovoltaic panels) and joint ventures for real estate development.

• European Entities:
  • FPE Investments RE51 B.V., Frasers Property PV Investments (Europe) B.V., Frasers Property EV Investments (Europe) B.V., FPE Investments EV1 B.V., FPE Investments PV2 (Duisburg R155/165) B.V., FPE Investments PV3 (Günzberg) B.V., FPE Investments PV4 (Mülheim) B.V.
  • Activities include investment holding, EV charger operations, and photovoltaic panel operations in Europe.
• Singapore Entities:
  • Phoenix Dunearn Pte. Ltd. (real estate development; Frasers holds 33⅓% interest in JV structure).
  • Phoenix JV 1 & 2 Pte. Ltd., Phoenix Holdings 1 & 2 Pte. Ltd., Phoenix Property 1 & 2 Pte. Ltd. (investment holding and real estate development).
  • Phoenix JV 1 and 2: After capital increase and share allotment, Frasers holds 40% in each, with the remainder held by two joint venture partners (60% collectively).
• Shareholder Impact:
  • The incorporation of subsidiaries engaged in EV charging and PV panel operations aligns with global sustainability trends and could position Frasers Property for future growth in green infrastructure.
  • Increased JV activity in Singapore real estate development may enhance project pipeline and potential returns, though initial capital commitment and development risk should be noted.
  • None of these incorporations are expected to have a material effect on the net tangible assets or earnings per share for the current financial year.
• Director/Shareholder Interest: No directors or controlling shareholders have any interest in these transactions.

Key Takeaways for Investors

• The acquisition of minority interests in German logistics properties consolidates Frasers Property’s European logistics portfolio, potentially enhancing income stability and asset value.
• The disposal of Northpoint City (South Wing) interests represents a significant capital recycling event and may impact short-term earnings and asset composition but offers financial flexibility for future investments.
• The incorporation of new subsidiaries in emerging asset classes (EV, PV) and joint ventures in Singapore signals growth ambitions and diversification, potentially setting up new revenue streams in the medium to long term.
• No transactions disclosed are expected to have a material impact on net tangible assets or earnings per share in the current financial year; however, the disposal and acquisitions may be price sensitive due to their scale and strategic impact.
• No directors or controlling shareholders have any direct or indirect interest in the reported transactions.

Disclaimer

This article is based on publicly disclosed information as at 14 November 2025. It does not constitute financial advice or a recommendation to buy or sell any securities. Investors should consult their own advisers and consider their own circumstances before making investment decisions. The information herein may contain forward-looking statements subject to risks and uncertainties.

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