Frasers Logistics & Commercial Trust Announces Key Loan Facility Event with Potential Impact on Shareholders

Summary of the Announcement

Frasers Logistics & Commercial Trust (FLCT), managed by Frasers Logistics & Commercial Asset Management Pte. Ltd., has disclosed a significant event pursuant to Rule 704(31) of the SGX-ST Listing Manual. This announcement pertains to a loan facility agreement which contains a change-of-control clause that could have material implications for shareholders and the value of FLCT’s units.

Details of the Loan Facility Agreement

• Loan Facility: EUR 100,000,000 facility agreement, dated 12 February 2026, between Perpetual (Asia) Limited (as trustee of FLCT) and ING Bank N.V., Singapore Branch (as lender and sustainability linked loan coordinator).
• Change-of-Control Condition: The facility agreement specifies that it is a mandatory prepayment event if Frasers Property Limited ceases to hold, directly or indirectly, more than 50% of the issued share capital of the Manager, without the lender’s prior written consent.
• Consequences of the Manager Event:
  • The Borrower must promptly notify the lender upon becoming aware of the event.
  • The lender will not be obliged to fund further utilisation of the facility.
  • Both parties are required to enter into good faith negotiations for up to 30 days to agree on amendments to the facility agreement.
  • If no agreement is reached, the lender may cancel the facility with at least five business days’ notice and declare all outstanding loans, accrued interest, break costs, and other amounts immediately due and payable.

Potential Impact on FLCT’s Borrowings and Shareholders

None of the events described under the relevant condition have occurred to date. However, shareholders should take note that if such an event were to occur and FLCT fails to prepay or repay the facility, it could trigger cross defaults under other borrowings. The aggregate level of facilities that may be affected is approximately S\$2,393.3 million (excluding interest and exclusive of the facility discussed in this announcement).

This figure does not include:

• Undrawn loan facilities that remain available for drawdown.
• Future notes issuances under FLCT’s S\$1,000,000,000 multicurrency debt issuance programme.
• Future issuances of euro-commercial paper notes under the S\$1,000,000,000 Euro-Commercial Paper Programme.

Important Considerations for Shareholders

• The change-of-control clause is a material event that could potentially impact FLCT’s ability to access credit and meet its financial obligations.
• Should Frasers Property Limited lose majority control of the Manager, it may result in mandatory prepayment of the facility, cancellation of the loan, and cross defaults across other borrowings, potentially affecting FLCT’s liquidity and financial stability.
• This scenario could be price sensitive and may affect the value of FLCT’s units, especially if it impacts investor confidence or the trust’s ability to refinance its obligations.
• Currently, no change of control has happened, so there is no immediate impact, but shareholders should monitor any developments regarding the manager’s ownership structure.

General Information

The announcement also reminds investors that the value of FLCT units and any income derived may fluctuate. Units are not guaranteed by the manager or trustee. Unitholders can only trade units through the SGX-ST, and there is no guarantee of liquidity. Past performance is not indicative of future results.

Disclaimer

This article is provided for informational purposes only and does not constitute an offer, solicitation, or recommendation to buy or sell any securities. Investors should consult their financial advisers before making any investment decisions. The information herein is based on a public announcement and may be subject to change. The potential impact described is contingent upon specific events that have not occurred as of the date of publication.

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