PRIME US REIT - PROSPECTUS

A HIGH-QUALITY PORTFOLIO OF PRIME U.S. OFFICE PROPERTIES DISTRIBUTION YIELD FOR PROJECTION YEAR 2020 1 (a real estate investment trust constituted on 7 September 2018 under the laws of the Republic of Singapore) 1 Based on the Offering Price and the accompanying assumptions in the Prospectus. Such yield will vary accordingly for investors who purchase Units in the secondary market at a market price different from the Offering Price and such yield is not guaranteed. 2 Based on the exchange rate of US$1.00 to S$1.3636, as determined by the Manager in consultation with DBS Bank Ltd.. Joint Bookrunners and Underwriters Sponsor Sole Financial Adviser and Issue Manager Joint Global Coordinators Offering of 335,203,200 Units (subject to the Over-Allotment Option (as defined herein)) Singapore Public Offer Size: No less than 16,761,000 Units Offering Price: US$0.88 per Unit Singapore Public Offer Subscription Price: S$1.20 per Unit 2 Prospectus dated 8 July 2019 (Registered with the Monetary Authority of Singapore on 8 July 2019) This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, account or other professional adviser. KBS US Prime Property Management Pte. Ltd., as manager (the “ Manager ”) of Prime US REIT, is making an offering (the “ Offering ”) of 335,203,200 units representing undivided interests in Prime US REIT (“ Units ”) for subscription at the Offering Price (as defined below) (the “ Offering Units ”). The Offering consists of (i) an international placement of 318,442,200 Units to investors, outside the United States of America (the “ U.S. ” or “ United States ”) (the “ Placement Tranche ”) and (ii) an offering of no less than 16,761,000 Units to the public in Singapore (the “ Singapore Public Offer ”). The Units may be re-allocated between the Placement Tranche and the Singapore Public Offer at the discretion of the Joint Bookrunners (as defined herein) (in consultation with the Manager), subject to the minimum unitholding and distribution requirements of the SGX-ST. The issue price of each Unit under the Offering will be US$0.88 per Unit (the “ Offering Price ”). Investors subscribing for Units under the Singapore Public Offer will pay S$1.20 per Unit. DBS Bank Ltd. is the sole financial adviser and issue manager for the Offering (the “ Sole Financial Adviser and Issue Manager ”). DBS Bank Ltd. and Merrill Lynch (Singapore) Pte. Ltd. are the joint global coordinators for the Offering (together, the “ Joint Global Coordinators ”). DBS Bank Ltd., Merrill Lynch (Singapore) Pte. Ltd., China International Capital Corporation (Singapore) Pte. Limited, Credit Suisse (Singapore) Limited, Maybank Kim Eng Securities Pte. Ltd. and Oversea-Chinese Banking Corporation Limited are the joint bookrunners and underwriters for the Offering (collectively, the “ Joint Bookrunners and Underwriters ” or the “ Joint Bookrunners ”). The Singapore Offer Agreement (as defined herein) was entered into on 8 July 2019 in connection with the Singapore Public Offer. The Placement Agreement (as defined herein) is expected to be entered into on or prior to the closing date for the Singapore Public Offer, being 15 July 2019. If for any reason the Placement Agreement is not entered into, the Offering will not proceed. As at the date of this Prospectus, there is one Unit in issue (the “ Initial Unit ”). Concurrently with, but separate from the Offering, KBS REIT Properties III LLC (“ KBS REIT Properties III ”), which is an indirect wholly-owned subsidiary of KBS Real Estate Investment Trust III, Inc. (“ KBS REIT III ”), has entered into a subscription agreement (the “ KBS Subscription Agreement ”) to subscribe for an aggregate of 228,408,999 Units (the “ KBS Units ”) at the Offering Price conditional upon the Placement Agreement and the Singapore Offer Agreement having been entered into, and not having been terminated, pursuant to their terms on or prior to the Settlement Date (as defined herein). In addition, concurrently with, but separate from the Offering, the Cornerstone Investors (as defined herein) which includes Keppel Capital Investment Holdings Pte. Ltd. (“ KCIH ”), a wholly-owned subsidiary of Keppel Capital Holdings Pte. Ltd. (“ KCH ”), have each entered into a separate subscription agreement to subscribe for an aggregate of 360,251,800Units (the “ Cornerstone Units ”) at the Offering Price conditional upon the Placement Agreement and the Singapore Offer Agreement having been entered into, and not having been terminated, pursuant to their terms on or prior to the Settlement Date. The total number of outstanding Units (including the Initial Unit, the KBS Units and the Cornerstone Units) immediately after the completion of the Offering will be 923,864,000 Units. The exercise of the Over-Allotment Option (as defined herein) will not increase the total number of Units in issue. Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by way of an initial public offering in Singapore (“ IPO ”). Application has been made to Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) for permission to list on the Main Board of the SGX-ST and in connection thereto, Prime US REIT has received a letter of eligibility from the SGX-ST for the listing and quotation of (i) all Units comprised in the Offering, (ii) the KBS Units, (iii) the Cornerstone Units, (iv) all the Units which will be issued to the Manager from time to time in full or part payment of the Manager’s fees and (v) all the Units which may be issued from time to time for full or part payment of property managers’ fees. Such permission will be granted on the date when Prime US REIT has been admitted to the Official List of the SGX-ST (the “ Listing Date ”). Acceptance of applications for Units will be conditional upon issue of the Units and upon permission being granted to list the Units. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investor’s own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of Prime US REIT, the Manager, DBS Trustee Limited, as trustee of Prime US REIT (the “ Trustee ”), the Sponsor (as defined herein), the Sole Financial Adviser and Issue Manager or the Joint Bookrunners. Prime US REIT’s eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, Prime US REIT, the Manager, the Trustee, the Sponsor, the Sole Financial Adviser and Issue Manager, the Joint Bookrunners or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, Prime US REIT, the Manager, the Trustee, the Sponsor, the Sole Financial Adviser and Issue Manager, the Joint Bookrunners or the Units. The collective investment scheme offered in this Prospectus is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act” or “SFA”). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority” or “MAS”) on 28 June 2019 and 8 July 2019, respectively. The MAS assumes no responsibility for the contents of the Prospectus. Registration of the Prospectus by the MAS does not imply that the Securities and Futures Act or any other legal or regulatory requirements have been complied with. The MAS has not, in any way, considered the investment merits of the collective investment scheme. This Prospectus will expire on 7 July 2020 (12 months after the date of the registration of this Prospectus). See “Risk Factors” commencing on page 59 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units including the risk factor “There are limitations on the ownership of Units in Prime US REIT” on page 59 of this Prospectus in relation to certain restrictions on investors owning in excess of 9.8% of the Units and the risk factor “Changes in taxation legislation, administrative guidance, practice, regulations, any disagreement as to the interpretation thereof, and/or any tax ruling ceasing to apply, may adversely affect Prime US REIT, its subsidiaries, Unitholders and/or the Manager (and its owners)” on page 62 of this Prospectus in relation to the potential changes to the IRC (as defined herein). None of the Manager, the Trustee, the Sponsor, the Sole Financial Adviser and Issue Manager or the Joint Bookrunners guarantees the performance of Prime US REIT, the repayment of capital or the payment of a particular return on the Units. Investors applying for Units by way of Application Forms (as defined herein) or Electronic Applications (both as referred to in Appendix G, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore”) in the Singapore Public Offer will have to pay the Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefit arising therefrom), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason. In connection with the Offering, the Joint Bookrunners will be granted an over-allotment option (the “ Over- Allotment Option ”) by KBS REIT Properties III on the date of the Placement Agreement (the “ Unit Lender ”) to purchase up to an aggregate of 46,193,000 Units (representing 13.8% of the total number of Units in the Offering) at the Offering Price from the Unit Lender. The Over-Allotment Option is exercisable by Merrill Lynch (Singapore) Pte. Ltd. (the “ Stabilising Manager ”) (or any of its affiliates), in consultation with the other Joint Bookrunners, in full or in part, on one or more occasions, only from the Listing Date but no later than the earliest of (i) the date falling 30 days from the Listing Date; or (ii) the date when the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, all the units under the Over-Allotment Option. In connection with the Offering, the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and at its discretion, over -allot or effect transactions which stabilise or maintain the market price of the Units at levels that might not otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) will undertake stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations. Nothing in this Prospectus constitutes an offer for securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”) or the securities law of any other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Units are being offered and sold only outside the United States in offshore transactions as defined in and in reliance on the exemption from registration provided by Regulation S under the Securities Act (“ Regulation S ”). 7.6% One Washingtonian Center, Gaithersburg, Maryland