CapitaLand Integrated Commercial Trust · SGX:C38U
CapitaLand Integrated Commercial Trust — Merger or Acquisition (September 2020)
33 slides from CapitaLand Integrated Commercial Trust's merger presentation, Sep 4, 2020
Slide 1: Proposed Merger of CapitaLand Mall Trust and CapitaLand Commercial Trust
Proposed Merger of CapitaLand Mall Trust and CapitaLand Commercial Trust 4 September 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. COVID-19 impact assessment 3. Key benefits of the Merger 4. Indicative timetable and approvals required 4
Slide 5: Transaction overview
1. Transaction overview Raffles City Singapore
Slide 6: A Merger of equals: A proactive response to the changing Singapore real estate landscape
A Merger of equals: A proactive response to the changing Singapore real estate landscape The Merger rationale remains valid and has been reinforced by the impact of COVID-19 Singapore retail and office sectors Trend towards decentralisation, mixed-use precincts and continue to evolve and integrated
Slide 7: Overview of transaction terms
Overview of transaction terms Scheme Consideration • Merger to be effected through the acquisition by Transaction CMT of all the CCT Units held structure by unitholders of CCT by way of a trust scheme of 0.720 S$0.2590 arrangement new CMT Units in cash(3) per CCT Unit per CCT Unit(2) • The CMT Manag
Slide 8: CapitaLand Integrated Commercial Trust
CapitaLand Integrated Commercial Trust Creation of one of the largest REITs in Asia Pacific Largest proxy for Singapore’s V alue creation underpinned by Leverage synergies and capitalise commercial real estate market with leadership, resilience and growth on growth potential post-COVID-19 strategica
Slide 9: COVID-19 impact assessment
2. COVID-19 impact assessment CapitaSpring
Slide 10: Singapore retail and office remain relevant and essential
Singapore retail and office remain relevant and essential Singapore retail real estate remains essential Singapore office is here to stay as amidst evolving customer preferences workspace solutions evolve Singapore shopping mall Singapore CBD will continue culture will continue to remain to play a c
Slide 11: Gradual resumption of Singapore economy: retail
Gradual resumption of Singapore economy Singapore retail Return of shoppers amidst Safe Management Measures • Shopper traffic in larger malls such as IMM Building and Plaza Singapura / The Atrium@Orchard have recovered to 82% and 73% of pre-COVID-19 levels(1) respectively as of the week ended 30 Aug
Slide 12: Gradual resumption of Singapore economy: office
Gradual resumption of Singapore economy Singapore office • Approximately 24%(1) of the office community has returned for the week ended 28 August 2020, while telecommuting remains the default mode of work for companies under Phase 2 as advised by the Government of Singapore(2) • CCT remains committe
Slide 13: Key benefits of the Merger
3. Key benefits of the Merger Funan
Slide 14: A transformative merger of equals creating a larger, more diversified REIT
A transformative merger of equals creating a larger, more diversified REIT Leadership: Best-in-class portfolio supported by a 1 stronger and more efficient platform 2 Resilience: Enhanced resilience and stability through market cycles 3 Growth: Greater optionality for growth with broader focus and l
Slide 15: Leadership: A stronger platform encapsulating CMT's and CCT's best-in-class attributes
1Leadership: A stronger platform encapsulating CMT’s and CCT’s best-in-class attributes CMT Best-in-class Singapore retail REIT CCT Best-in-class Singapore office REIT • Balanced portfolio of 15 downtown and suburban • Dominant footprint of 8 prime quality offices in malls Singapore CBD • Market-lea
Slide 16: Leadership: Creating one of the largest REITs in Asia Pacific
1 Leadership: Creating one of the largest REITs in Asia Pacific and the largest in Singapore • Potential for higher trading liquidity, positive re-rating and more competitive cost of capital Top REITs in APAC by market capitalisation(1) (S$ bn) 23.4 12.7(2) 11.5 11.2 10.8 10.4 9.9 9.7 8.2 8.0 7.9 7.
Slide 17: Leadership: Merged Entity will benefit from potential synergies
1 Leadership: Merged Entity will benefit from potential synergies Cross-selling Enhanced digital platform Cost opportunities and data analytics optimisation • Extension of e-commerce • Enlarged and unified digital • Economies of scale through fulfilment points beyond platform catering to both the bu
Slide 18: Resilience: Greater stability through cycles
2 Resilience: Greater stability through cycles Hedged against market Improved ability to invest Well-balanced portfolio cycles through cycles CMT(1) Merged Entity(1) CCT(1) 30% 23% By NPI(2) 35% 37% 65% 77% 33% By property 29% 22% value (3) 33% 36% 64% 78% 38% Retail I ntegrated dev elopments Office
Slide 19: Resilience: Well diversified across trade sectors
2 Resilience: Well diversified across trade sectors • Top 10 tenants contributed 20.6% of the Merged Entity’s total gross rental income(1) for the month of June 2020 Percentage of total monthly Ranking Tenant gross rental income Trade sector 1 RC Hotels (Pte) Ltd 5.5% Hospitality Supermarket / Beaut
Slide 20: Resilience: Reduced asset concentration risk
2 Resilience: Reduced asset concentration risk • Top 5 assets' NPI contribution decreases to 43% post-Merger CMT Merged Entity CCT Others Others Others 18% 50% NPI contribution 57% by asset (%) Merged CCT CMT Entity S$430m(3) S$566m(1) S$996m(2) NPI NPI NPI Top 5 assets Top 5 assets Top 5 assets 50%
Slide 21: Resilience: Increased flexibility to undertake portfolio rejuvenation and redevelopment
2 Resilience: Increased flexibility to undertake portfolio rejuvenation and redevelopment • Improved diversification reduces income volatility due to asset upgrading or redevelopment Illustrative NPI impact from redevelopment of S$1.0 bn asset(1) Illustrative NPI impact from the upgrading of 21 Coll
Slide 22: Growth: Ability to capitalise on trend towards mixed-use precincts and integrated developments
3 Growth: Ability to capitalise on overarching trend towards mixed-use precincts and integrated developments • Increasing trend towards larger scale mixed-use precincts or integrated developments due to scarcity of land in prime locations • Onset of COVID-19 is likely to accelerate the trend given a
Slide 23: Growth: Merged Entity will benefit from combined domain expertise
3 Growth: Merged Entity will benefit from combined domain expertise • Able to proactively respond to the overarching trend towards integrated developments, in addition to its existing retail and office opportunities • Have a greater capacity to add value to integrated developments, leveraging CMT’s
Slide 24: Growth: Assets strategically located in identified growth clusters across Singapore
3 Growth: Assets strategically located in identified growth clusters across Singapore • Extensive island-wide footprint near key transport nodes to capture evolving demand Jurong Lake District Business nodes Bishan Sub- Woodlands Expected to become Regional Regional Centre a large mixed-use Centre U
Slide 25: Growth: Higher headroom provides more flexibility
3 Growth: Higher headroom provides more flexibility • Enhanced ability and flexibility to undertake larger redevelopments to capitalise on evolving real estate trends and reposition its portfolio Increased development headroom (1) (S$bn) 3.5 +15% limit (2) Up to S$5.8bn +10% limit 2.3 1.8 +15% limit
Slide 26: Accretion: DPU accretive to CMT Unitholders
4 Accretion: DPU accretive to CMT Unitholders LTM June 2020 – Pro forma DPU accretion (Singapore cents) +4.1% accretion 10.95 10.52 (1) CMT Merged Entity Notes: The pro forma DPU accretion percentage is computed based on actual figures and not based on figures that w ere subject to rounding (as show
Slide 27: Accretion: DPU accretive to CCT Unitholders
4 Accretion: DPU accretive to CCT Unitholders LTM June 2020 – Pro forma DPU accretion (Singapore cents) +7.6% accretion 8.63 8.02 (1) CCT Merged Entity Notes: The pro forma DPU accretion percentage is computed based on actual figures and not based on figures that w ere subject to rounding (as show n
Slide 28: CapitaLand Integrated Commercial Trust: value creation strategy
CapitaLand Integrated Commercial Trust Largest proxy for Singapore commercial real estate VALUE CREATION STRATEGY 1. Organic growth: Capitalise on rental market SECTOR FOCUS cycles and opportunities across the combined Merged − Continue to invest in platform Entity GEOGRAPHIC FOCUS 2. AEIs and redev
Slide 29: Indicative timetable and approvals required
4. Indicative timetable and approvals required CapitaGreen, Singapore
Slide 30: Indicative timetable
Indicative timetable Event Date and Time Last date for lodgement of proxy forms • 27 September 2020 CMT’s EGM • 29 September 2020, 10.30 a.m. • EGM: 29 September 2020, 2.00 p.m. CCT’s EGM and Trust Scheme Meeting • Trust Scheme Meeting: 29 September 2020, 2.30 p.m.(1) Expected date of Court hearing
Slide 31: Unitholder approvals required for CMT
Unitholder approvals required for CMT • EGM to be held by way of electronic means on Tuesday, 29 September 2020, at 10.30 a.m. (Singapore time) • Please give specific instructions as to voting, or abstention from voting, via the Proxy Form (1) • The proxy form will be sent to CMT Unitholders and is
Slide 32: Unitholder approvals required for CCT
Unitholder approvals required for CCT • EGM and Trust Scheme Meeting to be held on Tuesday, 29 September 2020, at 2.00 p.m. and 2.30 p.m.(1) (both Singapore time) respectively • Both meetings will be held by way of electronic means (i.e. there will be no physical meeting) • CCT Unitholders will be s
Slide 33: Thank you
This presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the Circular issued by CapitaLand Mall Trust to its unitholders on 4 September 2020 and the Scheme Document dated 4 September 2020 issued by CapitaLand Commercial Trust to its unitholders. Tha
CapitaLand Integrated Commercial Trust — Merger or Acquisition (September 2020) on 6ix