CapitaLand Integrated Commercial Trust · SGX:C38U
CapitaLand Integrated Commercial Trust — Merger or Acquisition (January 2020)
31 slides from CapitaLand Integrated Commercial Trust's merger presentation, Jan 22, 2020
Slide 1: Proposed merger of CapitaLand Mall Trust and CapitaLand Commercial Trust
Proposed merger of CapitaLand Mall Trust and CapitaLand Commercial Trust 22 January 2020
Slide 2: Important notice (CapitaLand Mall Trust)
Important notice (CapitaLand Mall Trust) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATI
Slide 3: Important notice (CapitaLand Commercial Trust)
Important notice (CapitaLand Commercial Trust) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLI
Slide 4: Table of contents
Table of contents 1. Transaction overview 2. Rationale and benefits to Unitholders 3. Approvals required 4. Indicative timetable 4
Slide 5: 1. Transaction overview
1. Transaction overview Raffles City Singapore
Slide 6: A transformative Merger
A transformative Merger S$11.8bn S$11.1bn Property value S$22.9bn Property value Property value 15 10 Properties 24 Properties Properties (Merged Entity will own 100% of Raffles City Singapore) 6
Slide 7: Transaction overview
Transaction overview Scheme Consideration ▪ Merger to be effected through the acquisition by CapitaLand Mall Trust (“CMT”) of all the issued and ~88% Consideration ~12% Cash paid-up units (“CCT Units”) of Transaction Units(1) consideration(2) CapitaLand Commercial Trust structure (“CCT”) held by uni
Slide 8: Proxy for Singapore commercial real estate
Proxy for Singapore commercial real estate 24 Portfolio property value by geography Portfolio property value by asset class Properties(1) Integrated developments(4) 29% Singapore 10.4m sq ft 96% Net Lettable Area(2) Portfolio Portfolio property property value(3) value(3) Office S$22.9bn 38% Portfoli
Slide 9: Investment focus and holding structure
Investment focus and holding structure Investment focus Holding structure Income producing assets CapitaLand Minority Limited unitholders 29.1%(1)(2) 70.9%(2) CMT(3) Retail CCT (sub-trust) Integrated CMT’s existing CCT properties(4) Office CCT’s existing properties(4) Notes: Simplified group structu
Slide 10: Rationale and benefits to Unitholders
Rationale and benefits to Unitholders Creation of the proxy for Singapore commercial real estate market Leadership: Best-in-class portfolio supported by 1 a stronger and more efficient platform 2 Growth: Better positioned to explore larger opportunities with a broader investment focus 3 Resilience:
Slide 11: 2. Rationale and benefits to Unitholders
2. Rationale and benefits to Unitholders Funan
Slide 12: Leadership: Growing from strength to strength
Leadership: Growing from strength to strength CMT Best-in-class Singapore retail REIT CCT Best-in-class Singapore office REIT • Balanced portfolio of downtown and • Dominant footprint of prime quality suburban malls offices in Singapore CBD • Market-leading scale and • Largest Grade A Singapore CBD
Slide 13: Leadership: Merged Entity will be the third largest REIT in APAC
Leadership: Merged Entity will be the third largest REIT in APAC • Greater visibility may drive higher trading liquidity and potential for positive re-rating Top REITs in APAC by market capitalisation Largest REIT in Singapore(1)(2) (S$bn) #3 largest REIT in APAC(1)(2) 30.2 #3 19.1 16.8 (2) #11 #13
Slide 14: Growth: Enhanced ability to take on larger transactions across geographies
Growth: Enhanced ability to take on larger transactions across geographies • Predominantly Singapore focused • Up to S$4.6bn of potential overseas acquisitions in developed countries assuming 20% overseas exposure Singapore 96% Singapore 100% CMT S$11.8bn Property value by Merged Entity geography S$
Slide 15: Growth: Capitalise on combined domain expertise
Growth: Capitalise on combined domain expertise • CMT and CCT have proven track records in consistently repositioning their portfolios • Merged Entity will be able to seek integrated developments more proactively, in addition to its existing retail and office opportunities Funan CapitaSpring Incorpo
Slide 16: Growth: Better positioned to leverage future real estate trends
Growth: Better positioned to leverage future real estate trends • Commercial development is trending towards integrated projects due to increased focus on land use intensification and greater attractiveness of integrated developments Scarcity of land drives intensification of land use Attractive pro
Slide 17: Growth: Higher development headroom
Growth: Higher development headroom • Enhanced ability and flexibility to undertake larger redevelopments Up to S$6bn development headroom Increased development headroom(1) (S$bn) 3.6 +15% limit(2) 2.4 +10% limit 1.8 +15% limit(2) +15% limit(2) 1.8 24.0 1.2 +10% limit 1.2 +10% limit 12.2 11.8 CMT CC
Slide 18: Growth: Enhanced financing headroom and flexibility
Growth: Enhanced financing headroom and flexibility Greater funding capacity (S$bn) BIGGER Funding capacity allows Merged Entity to act more swiftly and provide certainty of financing for third party acquisitions STRENGTHENED 2.9 Position to capture opportunistic accretive investments ENHANCED Abili
Slide 19: Resilience: Stability through cycles
Resilience: Stability through cycles • More balanced exposure across retail, office and integrated developments CMT(1) Merged Entity CCT(2) 28% 24% By NPI(3) 31% 40% 69% 76% 32% 29% By property 23% value(4) 33% 36% 64% 77% 38% Retail Integrated developments Office Notes: (1) Integrated developments
Slide 20: Resilience: Reduced single asset concentration risk
Resilience: Reduced single asset concentration risk • NPI contribution of top 5 assets decreases to 43% post-Merger CMT Merged Entity CCT Raffles City Raffles City Singapore Others Singapore 11% 17% 16% Raffles City NPI contribution Plaza Singapore by asset (%) Singapura 11% Asia Square 24% Tower 2
Slide 21: Resilience: Increased flexibility to undertake portfolio rejuvenation and redevelopment
Resilience: Increased flexibility to undertake portfolio rejuvenation and redevelopment • Reduced income impact from AEI or redevelopment Illustrative NPI impact from redevelopment of S$1bn asset(1) Illustrative NPI impact from AEI of 21 Collyer Quay 4% 2% 6% 6% CMT Merged Entity CCT Merged Entity S
Slide 22: Accretion: DPU accretive to CMT Unitholders
Accretion: DPU accretive to CMT Unitholders FY2019 – Pro forma DPU accretion (Cents) +1.6% accretion 12.17 11.97 CMT Merged Entity (1) Note: (1) Merged Entity’s FY2019 pro forma DPU adjusted for (i) full year contribution from Main Airport Center which is based on the unaudited financial information
Slide 23: Accretion: DPU accretive to CCT Unitholders
Accretion: DPU accretive to CCT Unitholders FY2019 – Pro forma DPU accretion (Cents) +6.5% accretion 9.46 8.88 CCT Merged Entity (1) Note: (1) Based on the Merged Entity’s pro forma DPU for FY2019 (as derived from CMT’s and CCT’s pro forma financials for FY2019) multiplied by the net exchange ratio
Slide 24: Merger to build a stronger and more efficient platform for the future
Merger to build a stronger and more efficient platform for the future VALUE CREATION STRATEGY 1. Organic growth: SECTOR FOCUS Drive higher occupancy Merged − Continue to invest in and rent initiatives Entity GEOGRAPHY FOCUS 2. Development: the way Unlock value through forward − Predominantly redevel
Slide 25: Creation of the #3 largest REIT in APAC
Creation of the #3 largest REIT in APAC CapitaLand Integrated Commercial Trust LEADERSHIP GROWTH RESILIENCE Best proxy for Singapore Unmatched balance sheet Most balanced and commercial real estate and development headroom diversified commercial with multiple drivers of growth portfolio 25
Slide 26: 3. Approvals required
3. Approvals required CapitaSpring
Slide 27: Unitholder approvals required for CMT
Unitholder approvals required for CMT Approvals Requirements 1 Amendment of trust deed(1) ● At least 75% of the total number of votes cast(2) (Extraordinary resolution) 2 Merger ● More than 50% of the total number of votes cast(2) (Ordinary resolution) ● CapitaLand Limited and its associates will ab
Slide 28: Unitholder approvals required for CCT
Unitholder approvals required for CCT Approvals Requirements A Amendment of trust deed ● At least 75% of the total number of votes cast(1) (Extraordinary resolution) B Approval for the Trust Scheme ● More than 50% approval by headcount representing at least 75% in (Trust Scheme resolution) value(1)
Slide 29: 4. Indicative timetable
4. Indicative timetable The Atrium@Orchard
Slide 30: Indicative timetable
Indicative timetable • Expected Effective Date of Trust Expected date of Joint Scheme CMT’s EGM, CCT’s Announcement of • Expected payment of Scheme EGM and Scheme Trust Scheme Consideration to CCT Unitholders Meeting • Expected delisting of CCT 22 January 2020 By May 2020 By June 2020 Note: The time
Slide 31: Thank you
Zz 22 z= 4 # z= 3: Thank you Cap/taLand CapjtaLand
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