Boustead Singapore Announces Material Amendments to Master Share Subscription Agreement

Key Highlights and Details for Investors

Date: 12 January 2026

Company: Boustead Singapore Limited (BSL)

Summary of Key Developments

• Material Amendments to Master SSA: Boustead Singapore Limited announced significant changes to the Master Share Subscription Agreement (Master SSA) entered into by its subsidiaries, Boustead Projects United (BPU) and Boustead Projects Real Estate (BPRE), with UIB Holdings Limited (formerly UI Holdings Limited). These amendments were formalized in two stages, on 11 December 2025 and 12 January 2026.
• Termination of Vietnam-Related Transactions: The parties agreed the anticipated EBBP(VN) Transfer and several related transactions in Vietnam (including the acquisition of BKIM from KTG and the KBIL Transaction) will no longer proceed. Collectively, these are referred to as the “Vietnam Obligations”.
• Operational Control Retained: BSL Group will retain operational control over its real estate and fund management business segment in Vietnam, allowing it more flexibility in managing long-term assets in this developing market.
• No Material Financial Impact: The company states these amendments do not materially impact the previously disclosed financial figures or pro forma effects.

Detailed Analysis of the Amendments

Key Terms of the Amendments

• 11 December Amendment:
  • The EBBP(VN) Transfer and all associated obligations (including the BKIM 2 Closing, KBIL Transaction, and Vietnam Undertakings Consideration Matters) will not occur.
  • The “Second Closing Longstop Date” is revised to 12 January 2026 for remaining obligations (except for the BP Priority and BP Capital Contributions).
  • The parties agreed to negotiate in good faith further documents to terminate remaining obligations related to the abandoned transactions.
• 12 January Amendment:
  • BKIM 1 Shares: Shares allotted for Tranche 2 (“BKIM 1 Shares”) will not be cancelled if BPU makes an additional cash contribution within 15 business days after 12 January 2026. If BPU fails to do so, these shares will be cancelled without further claims among the parties.
  • Termination of Vietnam Obligations: No party will have further claims or obligations regarding the Vietnam, BKIM, KBIL, or related entities.
  • Outstanding Share and Payment Matters:
    • Tranche 3 and Tranche 5 payments have been fully paid, and related shares will not be cancelled.
    • Shares issued but not fully paid for the Vietnam Undertakings Consideration Matters will not be cancelled if BPU makes a priority capital contribution (Vietnam Undertakings Consideration Matters Contribution Amount) from 13 March 2026 or another agreed date. If BPU defaults, the corresponding shares will be cancelled without further claims.

Potential Price-Sensitive and Shareholder-Relevant Information

• Strategic Shift in Vietnam: The decision not to proceed with the Vietnam Obligations marks a strategic redirection for BSL, allowing it to retain full operational control over its Vietnam business segment. Investors should view this as a move to preserve flexibility and manage long-term capital allocation in a market with longer asset gestation periods.
• No Material Adverse Financial Impact: The Board has assessed that these amendments do not change the relative financial figures or pro forma impacts previously disclosed, which should allay concerns about any immediate negative financial repercussions.
• Ongoing Capital Contributions: There remain obligations for BPU to make further capital contributions to avoid share cancellations. Failure to meet these could result in the loss of previously issued shares but, importantly, limits potential legal or financial disputes among the parties.
• Separation from REIT Listing: The transactions under the amended Master SSA are declared independent from the proposed initial public offering and listing of UI Boustead REIT on the SGX-ST, which remains subject to regulatory approvals and other conditions. This distinction may be crucial for those tracking the group’s REIT-related strategies.

Other Relevant Information for Investors

• No Changes in Directorship: No new directors are being appointed due to these transactions.
• No Director or Controlling Shareholder Interest: No direct or indirect interests in the amendments among directors or controlling shareholders, apart from their roles as directors or shareholders.
• Transparency and Responsibility: The Board collectively accepts full responsibility for the accuracy of all disclosures and confirms that all material facts have been disclosed.
• Document Inspection: Copies of the amendment agreements are available for inspection at the company’s registered office for three months from the announcement date.
• Cautionary Statement: Shareholders and potential investors are advised to exercise caution and consult professional advisers as needed, given the ongoing developments and potential future announcements.

About Boustead Singapore Limited

Boustead Singapore Limited, established in 1828, is a leading engineering and technology group listed on the SGX Mainboard. It specializes in infrastructure-related engineering, smart and eco-sustainable real estate solutions, and technology-driven services in geospatial and healthcare. The Group operates globally, with a project base in 95 countries, and has received multiple industry awards for business transparency, sustainability, and growth.

Contact Information

For investor and media enquiries:
Mr Dominic Seow
Senior Manager, Corporate Marketing & Investor Relations
T: +65 6747 0016
D: +65 6709 8111
E: [email protected]

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors are advised to consult with their professional advisers and conduct their own due diligence before making any investment decisions. Boustead Singapore Limited and its Board accept no responsibility for any actions taken based on this information.

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