Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Frasers Hospitality Trust — Merger or Acquisition (May 2025)
30 slides from Singapore Exchange's merger presentation, May 14, 2025
Slide 1: Frasers Hospitality Trust: Privatisation by Frasers Property Limited
Frasers Hospitality Trust Privatisation by a wholly-owned subsidiary of Frasers Property Limited 14 May 2025 Intercontinental Singapore
Slide 2: Important Notice
Important Notice 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 SOLICITATION OF AN OFFER TO BUY SE
Slide 3: Contents
Contents Transaction Summary Background to the Scheme Rationale for the Acquisition and the Scheme Financial Evaluation of the Scheme Timeline and Approvals Required 3 InterContinental Singapore
Slide 4: Transaction Summary
Transaction Summary Fraser Suites Sydney
Slide 5: Transaction overview
Transaction overview ▪ Frasers Property Hospitality Trust Holdings Pte. Ltd. (the "Offeror") Offeror • Wholly-owned subsidiary of Frasers Property Limited (“FPL” or the “Sponsor”) ▪ Privatisation of Frasers Hospitality Trust ("FHT"), to be effected through: • The proposed acquisition of all the issu
Slide 6: Background to the Scheme
Background to the Scheme Fraser Suites Queens Gate London
Slide 7: The FHT Directors conducted a strategic review of FHT to explore potential options
The FHT Directors conducted a strategic review of FHT to explore potential options to unlock value for Stapled Securityholders Background of the strategic review Criteria for assessment of options • FHT was listed in 2014 with the intention to provide investors Addressing Structural Constraints expo
Slide 8: The FHT Directors evaluated various strategic options and concluded privatisation was preferred
The FHT Directors evaluated various strategic options and concluded that privatisation by the Sponsor was the preferred option to unlock value Strategic options considered by the FHT Independent Directors Options where FHT remains listed Options resulting in a sale of FHT Increasing the yield or val
Slide 9: Rationale for the Acquisition and the Scheme
Rationale for the Acquisition and the Scheme Fraser Suites Queens Gate London
Slide 10: FHT's RevPAR has recovered to pre-COVID-19 levels but DPS growth constrained
FHT’s RevPAR has recovered to pre-COVID-19 pandemic levels but various factors have constrained meaningful DPS growth Operational metrics in FHT’s properties have generally recovered to or exceeded pre-COVID-19 pandemic levels Singapore Portfolio Australia Portfolio UK Portfolio 500 100.0% 300 100.0
Slide 11: COVID-19 has had a lasting impact on valuation multiples and trading prices
COVID-19 has had a significant lasting impact on valuation multiples and trading prices of hospitality trusts Average trailing P/NAV and trading prices of hospitality trusts have not recovered to their pre-COVID-19 pandemic levels Trailing P/NAV of FHT vs its peers since its IPO up to 22 Apr 2025 Be
Slide 12: Geopolitical tensions, global inflation and potential recession weighing on FHT
Geopolitical tensions, global inflation and a potential recession are weighing on FHT’s performance and may add further uncertainty for investors Geopolitical tensions (including the ongoing US-China trade war and the continuation of the Russia-Ukraine conflict) have heightened the risk of a recessi
Slide 13: A high-interest rate environment will likely weigh on FHT's trading performance
A high-interest rate environment will likely weigh on FHT’s trading performance and its ability to grow Higher interest rates increase interest expenses which reduces distributable income for Stapled Securityholders, and lower property valuations which in turn impacts NAV The trading prices of REITs
Slide 14: Key structural factors that have adversely impacted FHT's trading performance and valuation
Key structural factors that have significantly impacted FHT’s trading performance and valuation adversely I. Asset Class II. Scale III. Geography and FX • Hospitality trusts have generally underperformed • Scale has a direct impact on the cost and availability of • Due to the limited size of the Sin
Slide 15: I. Asset Class: Hospitality trusts have underperformed S-REITs of other asset classes
I. Asset Class Hospitality trusts have generally underperformed S-REITs of other asset classes S-REITs in other asset classes are better-positioned to attract large capital flows and trading volumes relative to hospitality trusts Trailing P/NAV of S-REITs by sector since FHT’s IPO in 2014 up to Annu
Slide 16: II. Scale: FHT's smaller size has contributed to higher cost of equity
II. Scale FHT’s smaller size relative to its peers has contributed to a higher cost of equity and lower debt headroom, which limits its ability to scale up FHT is also unable to achieve index inclusion and significant institutional investor participation due to its smaller free float market capitali
Slide 17: III. Geography and FX: currencies have depreciated against the Singapore dollar
III. Geography and FX FHT’s properties are located in geographies where the currencies have depreciated significantly against the Singapore dollar since IPO Foreign currency movements have negatively impacted FHT’s DPS and NAV growth, which have in turn offset valuation gains in FHT’s portfolio in l
Slide 18: Financial Evaluation of the Scheme
Financial Evaluation of the Scheme Fraser Suites Sydney
Slide 19: Financial evaluation of the Scheme
Financial evaluation of the Scheme 1 The P/NAV of 1.11x implied by the Scheme Consideration represents a premium of 56.8%, 45.4%, 47.2% and 28.6% to the historical 1- year, 3-year, and 5-year average P/NAV multiples of the Stapled Securities, and the average P/NAV multiple of the Stapled Securities
Slide 20: The FHT Managers have commissioned valuations of FHT's properties as at 30 Apr 2025
The FHT Managers have commissioned valuations of FHT’s properties as at 30 Apr 2025 Latest Adjusted NAV per Stapled Security against the Scheme Consideration (Singapore cents) 0.840 11.1% (0.070) (1.026) The Scheme Consideration takes into account the latest valuations of FHT properties as at 30 Apr
Slide 21: The Scheme Consideration will allow Stapled Securityholders to exit at a premium to NAV
The Scheme Consideration will allow Stapled Securityholders to exit at a premium to NAV … P/NAV as implied by the Scheme Consideration1 against FHT’s historical P/NAV 56.8% 45.4% 47.2% 28.6% 1.11x 0.71x 0.76x 0.75x 0.86x 2 P/NAV as implied by 1-Year Average P/NAV 2 3-Year Average P/NAV 2 5-Year Aver
Slide 22: P/NAV compares favourably to precedent S-REIT privatisations and hospitality peers
… and at a P/NAV multiple that compares favourably to precedent S-REIT privatisations and hospitality REIT/BT peers P/NAV as implied by the Scheme Consideration1 against selected benchmarks 80.0% 1.11x 1.04x 1.11x 1.05x 0.62x 0.62x P/NAV as implied by Scheme Average of precedent S-REIT Average of ho
Slide 23: The Scheme Consideration represents a premium to FHT's historical VWAP
The Scheme Consideration represents a premium in excess of 20% to FHT’s historical VWAP1,2 Scheme Consideration as a premium to one (1)-month, three (3)-month, six (6)-month and 12-month historical VWAPs Scheme Consideration: S$0.710 per Stapled Security 23.4% 25.4% 29.7% 36.3% S$0.575 S$0.566 S$0.5
Slide 24: The Scheme Consideration provides a higher total return than FHT's peers
The Scheme Consideration provides a higher total return for Stapled Securityholders than that of FHT’s peers1 over the same period Total Returns Analysis for Stapled Securityholders who had invested since IPO Total returns analysis for Stapled Securityholders Average entry cost of a Stapled Security
Slide 25: Timeline and Approvals Required
Timeline and Approvals Required ibis Styles London Gloucester Road
Slide 26: The Scheme is subject to approval of Scheme Stapled Securityholders and other conditions
The Scheme is subject to the approval of the Scheme Stapled Securityholders and various other conditions Stapled Securityholder Approvals Requirements ▪ Approval by a majority in number of the Scheme Stapled Securityholders representing at least 75% in value of the total number of Stapled Securities
Slide 27: Expected indicative timeline
Expected indicative timeline The Scheme is expected to be effective by the end of August 2025, subject to the approval of the Scheme Stapled Securityholders and various other conditions being fulfilled 1 14 May 2025 3 Early July 2025 5 Mid August 2025 7 Early September 2025 ▪ Joint Announcement of S
Slide 28: Investor contacts
Investor contacts Investor Contact Financial Advisers to the FHT Managers DBS Bank Ltd. United Overseas Bank Limited Strategic Advisory Mergers & Acquisitions Telephone: +65 6878 3913 Telephone: +65 6539 7066 Media Contact FHT Investor Relations PR Adviser to the FHT Managers FHT Investor Relations
Slide 29: Responsibility statement
Responsibility statement The directors of the FHT Managers (including those who may have delegated detailed supervision of this presentation) have taken all reasonable care to ensure that the facts stated and opinions expressed in this presentation (other than those relating to the Offeror or any op
Slide 30: Thank You
Z. GH bennune TRUST Thank You
Frasers Hospitality Trust — Merger or Acquisition (May 2025) on 6ix