Jumbo Group Announces Joint Venture to Acquire Strategic Property at 26 Tai Seng Street

Key Details of the Transaction

Jumbo Group Limited (“Jumbo” or the “Company”), a leading F&B operator in Singapore, has announced a significant potential investment through its wholly-owned subsidiary, Jumbo Group of Restaurants Pte. Ltd. (“JGOR”). JGOR has entered into a framework agreement with Perpetual (Asia) Limited, acting as trustee for Boustead Industrial Fund (“BIF”), to establish a joint venture for the acquisition of a key industrial property located at 26 Tai Seng Street, Singapore.

• Property Details: Eight-storey industrial building, currently held under a JTC lease expiring in 2037 (with an option to renew for another 30 years).
• Joint Venture Structure: The property will be acquired by a special purpose vehicle (SPV) to be set up as a limited liability partnership, with JGOR holding a 30% interest and BIF Trustee holding 70%.
• Investment Amount: JGOR will invest approximately S\$20.1 million to capitalise the SPV, contributing its share of equity, stamp duty, and related expenses.
• Acquisition Timeline: The SPV is expected to be established within one month from 30 May 2026. The actual acquisition of the property by the SPV can only occur after the expiry of the current assignment prohibition period (APP) imposed by JTC, which ends on 10 April 2033.
• Purchase Price: The acquisition price for the property is set at S\$109.5 million (exclusive of GST), based on negotiations between the parties and reflecting BIF’s original investment costs.

Salient Terms and Conditions

• Put and Call Option Agreement: After the APP expiry in April 2033, the SPV and BIF Trustee will enter into an option agreement, granting each party rights to trigger the property’s sale and purchase, contingent on regulatory approvals and satisfactory financing arrangements.
• Right of First Refusal: JGOR will enjoy a right of first refusal to acquire the entire property, or to partner with a third party, if there is any third-party offer prior to the SPV’s purchase.
• Conditions Precedent: The transaction is subject to approvals from JTC and other regulatory bodies, as well as satisfactory financing for the SPV.
• Termination Clause: If the Put and Call Option Agreement is not executed within one month after the APP expiry, the framework agreement will lapse.

Strategic Rationale and Operational Impact

The property is highly strategic for Jumbo Group, as the company currently occupies over half of the leasable area under a long-term lease and uses the site as its central kitchen, logistics hub, and training facility. Securing an ownership stake in the property is expected to:

• Enhance operational stability and reduce risks of rental volatility and relocation.
• Provide long-term visibility over occupancy and cost structure.
• Allow for phased capital deployment and continued operational synergies at the site.

Financial Effects and Shareholder Implications

• Funding: Jumbo intends to fund its S\$20.1 million investment using internal resources.
• Pro Forma Financials: The investment is not expected to have a material impact on Jumbo’s net tangible assets (NTA) per share or earnings per share (EPS) based on FY2025 figures. Both NTA and EPS remain unchanged at 8.3 cents and 1.4 cents per share, respectively, pre and post-investment.
• Disclosure Classification: The size of the investment (11.5% of market capitalisation) classifies the deal as a disclosable transaction under Catalist Rule 1010; no shareholder approval is required at this stage.
• Valuation: The company will procure an independent valuation of the property before signing the LLP Agreement.
• Director Interests: Dr Tan Khee Giap, an independent non-executive director of Jumbo, also serves as an independent director of Boustead Singapore Limited, which indirectly holds a minority stake in BIF. No other directors or controlling shareholders have interests in the transaction.

Potential Price-Sensitive Factors

• Strategic Asset Control: Gaining long-term control of a critical operational asset could strengthen Jumbo’s competitive position and operational resilience.
• Long-Term Capital Commitment: Investors should note that the actual transfer of the property to the SPV cannot occur until 2033, meaning the full financial and operational impact will be realised only in the medium to long term.
• No Immediate Dilution: There will be no new shares issued as part of this transaction.
• Contingency Risks: There is no certainty the transaction will complete, as it is subject to regulatory approvals, successful establishment of the SPV, and satisfactory financing.

Cautionary Statement for Shareholders

Shareholders are advised that there is no certainty the proposed investment will be completed or that the terms may not change. The company will make further announcements on material developments as they arise. Investors should exercise caution when dealing in the company’s shares and seek professional advice if in doubt.

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