PropertyGuru Announces Shareholder Approval of Merger Agreement

SINGAPORE AND NEW YORK, October 9, 2024–(BUSINESS WIRE)–PropertyGuru Group Limited (NYSE: PGRU) (“PropertyGuru” or the “Company”), a leader in Southeast Asia¹ real estate technology company (“PropTech”), announced that at an extraordinary general meeting of shareholders (“AGE”) held today, PropertyGuru shareholders voted in favor of the proposal to, among other things, approve and authorize (i) the Agreement and Previously announced Merger Plan, dated August 16, 2024 (the “Merger Agreement”), by and between PropertyGuru, Hedychium Group Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Hedychium Limited, an exempt limited liability company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Sub-Merger”), and the consummation of the transactions contemplated by the Merger Agreement (including the Merger referred to below) (collectively , the “Transactions”), on the terms and subject to the conditions set out herein and (ii) the Plan of Merger made in accordance with Part XVI of the Companies Law (as revised) of the Cayman Islands (the “Plan of Merger”). In accordance with and subject to the terms and conditions of the Merger Agreement and the Merger Plan, Merger Sub will, at the effective time, merge with and into PropertyGuru, with PropertyGuru continuing as the surviving company and as a wholly owned subsidiary of Parent ( the “Merger”).

Holders of 149,877,164 of the Company’s total outstanding common shares, with a nominal value of US$0.0001 per share (“Common Shares”), attended the EGM in person (including by virtual appearance) or by proxy. Each shareholder is entitled to one vote for each Common Share held. These shares represented approximately 91.2% of the total outstanding votes represented by the Company’s total Common Shares outstanding as of 5:00 pm (Cayman Islands time) on the record date of September 9, 2024. The Merger Agreement, the Plan of Merger and o The transactions were approved by more than 96.8% of the total votes cast at the EGM.

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The transactions are expected to close in the fourth quarter of 2024 or the first quarter of 2025, subject to customary closing conditions, including receipt of regulatory approvals. Transactions are not subject to financing conditions.

Upon completion of the Transactions, PropertyGuru Common Stock will no longer trade on the New York Stock Exchange and PropertyGuru will become a private company. PropertyGuru’s headquarters will remain in Singapore.

About PropertyGuru Group

PropertyGuru is a leader in Southeast Asia¹ PropTech company and the preferred destination for more than 31 million people looking for real estate² to connect with over 50,000 agents³ monthly to find the home of your dreams. PropertyGuru empowers property seekers with over 2.1 million property listings⁴in-depth insights and solutions that enable them to make confident real estate decisions in Singapore, Malaysia, Thailand and Vietnam.

PropertyGuru.com.sg was launched in Singapore in 2007 and since then, PropertyGuru Group has made the property journey transparent for property seekers in Southeast Asia. Over the past 17 years, PropertyGuru has become a high-growth PropTech company with a robust portfolio that includes leading real estate marketplaces and award-winning mobile apps in its key markets; mortgage marketplace, PropertyGuru Finance; home services platform, Sendhelper; a range of proprietary business solutions under PropertyGuru For Business, including DataSense, ValueNet, awards, events and publications across Asia.

For more information, visit: PropertyGuruGroup.com; PropertyGuru Group on LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements in this announcement, which are not historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding Transactions involving the Company, the Parent and the Subfund of Merger. In some cases, readers can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends.” “, “target”, “project”, “contemplate”, “believe”, “estimate”, “foresee”, “potential”, “goal”, “objective”, “search” or “continue” or the negative of these words or other similar terms or expressions that relate to the Company’s expectations, strategy, plans or intentions. Such forward-looking statements are necessarily based on estimates and assumptions that, although considered reasonable by the Company and its management, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: the ability of the parties to consummate the Transactions on a timely basis or at all; the satisfaction (or waiver) of the closing conditions for the consummation of the Transactions; possible delays in the consummation of Transactions; the Company’s ability to timely and successfully achieve the expected benefits of the Transactions; the occurrence of any event, change or other circumstance or condition that may give rise to the termination of Transactions; the Company’s ability to implement its business strategy; significant transaction costs associated with Transactions; possible litigation related to the Transactions; the risk that disruptions to Transactions will harm the Company’s business, including current plans and operations; the Company’s ability to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of Transactions; legislative, regulatory and economic developments affecting the Company’s business; changes in domestic and foreign commercial, market, financial, political and legal conditions; the evolution of the legal, regulatory and tax regimes under which the Company operates; potential commercial uncertainty, including changes to existing business relationships, during the pendency of the Transactions that may affect the Company’s financial performance; restrictions during the pendency of Transactions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; unpredictability and severity of catastrophic events, including, without limitation, acts of terrorism or outbreak of war or hostilities; competitive pressures and any disruption in the industry in which the Company and its subsidiaries operate, as well as the Company’s response to any of the aforementioned factors; and other risks discussed in the Company’s filings with the Securities and Exchange Commission.

All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the cautionary statements set forth above. Readers are cautioned not to place undue reliance on any forward-looking statements, which are made only as of the date of this announcement. The Company does not undertake or undertake any obligation to publicly update any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting the forward-looking statements, except to the extent required by applicable law. If the Company updates one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

¹ Based on data from SimilarWeb between January 2024 and June 2024.
² Based on Google Analytics data between January 2024 and June 2024.
³ Based on data between April 2024 and June 2024.
⁴ Based on data between January 2024 and June 2024.

View the original version on businesswire.com: https://www.businesswire.com/news/home/20241009185761/en/

Contacts

Media
PropertyGuru Group
Sheena Chopra
+65 9247 5651
[email protected]

Investor
PropertyGuru Group
Nat Otis
+1 860 906 7860
[email protected]