Placements::Launch of Private Placement to Raise Gross Proceeds of No Less than US$30.0 million

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, OR ANY OTHER JURISDICTION. ANY SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE OR LOCAL SECURITIES LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

UNITED HAMPSHIRE US REAL ESTATE INVESTMENT TRUST

(a real estate investment trust constituted on 18 September 2019 under the laws of the Republic of Singapore)

(Managed by United Hampshire US REIT Management Pte. Ltd.)

United Overseas Bank Limited was the sole financial adviser for the initial public offering of United Hampshire US Real Estate Investment Trust (the "Offering"). United Overseas Bank Limited, UOB Kay Hian Private Limited and UBS AG, Singapore Branch were the joint issue managers and global coordinators for the Offering. United Overseas Bank Limited, UOB Kay Hian Private Limited, UBS AG, Singapore Branch, Credit Suisse (Singapore) Limited and The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch were the joint bookrunners and underwriters for the Offering.

LAUNCH OF PRIVATE PLACEMENT TO RAISE GROSS PROCEEDS OF

NO LESS THAN APPROXIMATELY US$30.0 MILLION

1. Introduction

United Hampshire US REIT Management Pte. Ltd., in its capacity as manager of United Hampshire US Real Estate Investment Trust ("UHREIT", and the manager of UHREIT, the

"Manager"), wishes to announce the proposed private placement of such number new units in UHREIT ("New Units") to eligible institutional, accredited and other investors at an issue price of between US$0.62 and US$0.64 per New Unit (both figures inclusive) (the "Issue Price Range") to raise gross proceeds of no less than approximately US$30.0 million (the

"Private Placement").

The Manager may, together with the Joint Bookrunners and Underwriters (as defined below), decide to increase the size of the Private Placement by up to an additional US$5.0 million (the "Placement Upsize").

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2. Details of the Private Placement

The Manager and United Overseas Bank Limited and UOB Kay Hian Private Limited (the "Joint Bookrunners and Underwriters") have today entered into a placement agreement

(the "Placement Agreement") in relation to the Private Placement. Pursuant to the

Placement Agreement, the Joint Bookrunners and Underwriters have agreed to procure subscriptions for or place out, as applicable, and failing which, to severally subscribe and pay for, the New Units at the issue price per New Unit (the "Issue Price") to be determined, on the terms and subject to the conditions of the Placement Agreement. The Private Placement shall be subject to certain conditions precedent set out in the Placement Agreement, including the approval in-principle of Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing of, dealing in, and quotation of the New Units on the Main Board of the SGX-ST. The Private Placement is fully underwritten by the Joint Bookrunners and Underwriters on the terms and subject to the conditions of the Placement Agreement.

The Issue Price Range of between US$0.62 and US$0.64 per New Unit (both figures inclusive) represents a discount of between:

1. approximately 4.46% and 7.45% to the volume weighted average price ("VWAP") of US$0.6699 per Unit for trades in the Units done on the SGX-ST for the preceding Market Day1 on 4 October 2021 up to the time the Placement Agreement was signed; and
2. (for illustrative purposes only) approximately 1.90% and 4.97% to the adjusted VWAP2 ("Adjusted VWAP") of US$0.6524 per Unit.

The Issue Price will be determined by the Manager and the Joint Bookrunners and Underwriters following a book-building process. The Manager will make an announcement via SGXNET once the Issue Price has been determined.

3. Use of Proceeds

Subject to relevant laws and regulations, the Manager intends to use the gross proceeds of no less than approximately US$30.0 million from the Private Placement (assuming the Placement Upsize is not exercised) in the following manner:

1. approximately US$28.9 million (which is equivalent to approximately 96.4% of the gross proceeds of the Private Placement) to partially fund the acquisition (the "Acquisitions") of two retail properties known as (a) Penrose Plaza located at 2900 Island Ave, Philadelphia, Pennsylvania; and (b) Colonial Square Shopping Center located at 3107 Boulevard, Colonial Heights, Virginia (the "Properties") (see announcement titled "Acquisition of (i) Penrose Plaza in Philadelphia, Pennsylvania;

1. "Market Day" refers to a day on which the SGX-ST is open for securities trading.
2. The Adjusted VWAP is computed based on the VWAP of all trades in the Units on the SGX-ST for the preceding Market Day on 4 October 2021 up to the time the Placement Agreement was signed and subtracting the Advanced Distribution (as defined herein) of US 1.75 cents per Unit (being the mid-point of the Advanced Distribution Range (as defined herein)). This amount is only an estimate based on information currently available to the Manager, and the actual Advanced Distribution may differ and will be announced on a later date.

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and (ii) Colonial Square, Colonial Heights in Richmond, Virginia" dated 5 October 2021 for further details) and the associated costs; and

1. approximately US$1.1 million (which is equivalent to approximately 3.6% of the gross proceeds of the Private Placement) to pay the estimated fees and expenses, including professional fees and expenses, incurred or to be incurred by UHREIT in connection with the Private Placement,

with the balance of the gross proceeds of the Private Placement, if any, to be used for general corporate and/or working capital purposes.

Notwithstanding its current intention, in the event that the Private Placement is completed but the Acquisitions do not proceed for whatever reason, the Manager may, subject to relevant laws and regulations, use the net proceeds from the Private Placement at its absolute discretion for other purposes, including, without limitation, to repay existing indebtedness and for funding capital expenditures and general corporate and/or working capital purposes.

Pending the deployment of the net proceeds from the Private Placement, the net proceeds may, subject to relevant laws and regulations, be deposited with banks and/or financial institutions or used to repay outstanding borrowings or for any other purpose on a short- term basis as the Manager may, in its absolute discretion, deem fit.

The Manager will make periodic announcements on the utilisation of the net proceeds of the Private Placement via SGXNET as and when such funds are materially utilised and whether such a use is in accordance with the stated use and in accordance with the percentage allocated. Where there is any material deviation from the stated use of proceeds, the Manager will announce the reasons for such deviation.

4. Rationale for the Private Placement

The Manager believes that the Private Placement will bring the following benefits to unitholders of UHREIT ("Unitholders"):

1. Benefits of the Acquisitions
   The Acquisitions will be financed by a combination of debt and equity so as to ensure that the Acquisitions will provide overall distribution per Unit accretion to Unitholders while maintaining an optimum level of gearing. (See announcement titled "Acquisition of (i) Penrose Plaza in Philadelphia, Pennsylvania; and (ii) Colonial Square, Colonial Heights in Richmond, Virginia" dated 5 October 2021 for further details.)
2. Expected increase in trading liquidity of Units
   The New Units to be issued pursuant to the Private Placement will increase the number of Units in issue by approximately 47,619,000 New Units (based on the mid-point of the Issue Price Range and assuming the Placement Upsize is not exercised), which represents an increase of approximately 9.5% over the total number of Units currently in issue.
   This increase in the total number of Units in issue, enlarged Unitholder base and free float of the Units are expected to improve the trading liquidity of the Units.

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4.3 Reduced time of issuance

The Private Placement represents a fast and efficient means of raising capital to finance the Acquisitions with certainty. It also minimises the exposure of the equity fund raising to the volatility of the market price of the Units.

1. Authority to Issue New Units
   The New Units will be issued pursuant to a general mandate (the "General Mandate") given by Unitholders to the Manager at the annual general meeting ("AGM") held on 28 April 2021, pursuant to which the Manager may, during the period from 28 April 2021 to (i) the conclusion of the next AGM of UHREIT; or (ii) the date by which the next AGM of UHREIT is required by applicable laws or regulations to be held, whichever is the earlier, issue new Units and/or securities, warrants, debentures or other instruments convertible into Units ("Convertible Securities") provided that the number of new Units (and/or Units into which the Convertible Securities may be converted) does not exceed 50.0% of the total number of Units in issue (excluding treasury Units and subsidiary holdings, if any) as at 28 April 2021
   (the "Base Figure"), of which the aggregate number of new Units (and/or Units into which the Convertible Securities may be converted) issued other than on a pro rata basis to existing Unitholders shall not be more than 20.0% of the Base Figure.
   As at 28 April 2021, the number of Units in issue was 497,354,065, being the Base Figure.
   The number of Units that can be issued under the General Mandate is 248,677,032 Units, of which no more than 99,470,813 Units may be issued on a non pro rata basis.
   The Manager has issued 2,180,750 Units since 28 April 2021 on a non pro rata basis. The up to 56,451,600 New Units to be issued pursuant to the Private Placement (based on the minimum of the Issue Price Range and assuming the Placement Upsize is exercised) would constitute approximately 11.4% of the Base Figure which is within the 20.0% limit for issue of new Units other than on a pro rata basis. Accordingly, the prior approval of the Unitholders is not required for the issue of the New Units under the Private Placement.
2. Eligibility to Participate in the Private Placement
   The offer of New Units under the Private Placement will be made to eligible institutional, accredited and other investors.
   The New Units have not been and will not be registered under the Securities Act and may not be offered, sold or delivered within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable securities laws of any state or jurisdiction of the United States. Accordingly, the New Units are only being offered and sold outside the United States in offshore transactions as defined in and in reliance on Regulation S under the Securities Act.
   The Manager, along with the Joint Bookrunners and Underwriters, reserve the absolute discretion in determining whether to allow such participation as well as the persons who may be allowed to do so.

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7. Status of the New Units

1. Entitlement to Advanced Distribution
   UHREIT's policy is to distribute its distributable income on a semi-annual basis to Unitholders.
   In connection with the Private Placement, the Manager intends to declare, in respect of the Units in issue on the day immediately prior to the date on which the New Units pursuant to the Private Placement are issued (the "Existing Units"), an advanced distribution of the distributable income for the period from 1 July 2021 to the day immediately preceding the date on which the New Units will be issued under the Private Placement (the "Advanced Distribution").
   The New Units are expected to be issued and commence trading on the SGX-ST on or around 14 October 2021. The current expectation of the Manager is that the quantum of distribution per Existing Unit under the Advanced Distribution is estimated to be between US 1.73 and 1.77 cents3 ("Advanced Distribution Range"). A further announcement on the actual quantum of Advanced Distribution (which may differ from the estimate above) will be made by the Manager in due course after the management accounts of UHREIT for the relevant period have been finalised.
   The next distribution following the Advanced Distribution will comprise UHREIT's distributable income for the period from the day the New Units are issued pursuant to the Private Placement to 31 December 2021. Semi-annual distributions will resume thereafter.
   The Advanced Distribution is intended to ensure that the distributable income accrued by UHREIT up to the day immediately preceding the date of issue of the New Units (which at such point, will be entirely attributable to the Existing Units) is only distributed in respect of the Existing Units, and is being proposed as a means to ensure fairness to holders of the Existing Units.
   For the avoidance of doubt, the holders of the New Units to be issued pursuant to the Private Placement will not be entitled to the Advanced Distribution.
2. Status of New Units issued pursuant to the Private Placement
   The New Units issued pursuant to the Private Placement will, upon issue, rank pari passu in all respects with the Existing Units, including the right to UHREIT's distributable income from the day of issuance of the New Units as well as all distributions thereafter, other than in respect of the Advanced Distribution.

3 The Advanced Distribution Range, being the estimated distribution for the period from 1 July 2021 to 13 October 2021 (being the date immediately prior to the date on which the New Units are issued pursuant to the Private Placement), is based on the Manager's pro-rated estimate of UHREIT's revenue and expenses for the period from 1 July 2021 to 13 October 2021. This amount is only an estimate based on information currently available to the Manager, and the actual Advanced Distribution may differ and will be announced on a later date.

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