CapitaLand Integrated Commercial Trust · SGX:C38U
CapitaLand Integrated Commercial Trust — CapitaMall Trust — Shareholder Meeting (July 2006)
40 slides from CapitaLand Integrated Commercial Trust's shareholder meeting presentation, Jul 13, 2006
Slide 1: Acquisition of 40% Interest in Raffles City
Acquisition of 40% Interest in Raffles City Extraordinary General Meeting 13 July 2006
Slide 2: Important Notice
Important Notice THIS PRESENTATION IS AVAILABLE ONLY TO PERSONS WHO ARE NON-U.S. PERSONS, PERSONS WITH ADDRESSES OUTSIDE THE U.S. AND CANADA, AND TO EXISTING UNITHOLDERS IN JAPAN. The information contained in this presentation is for information purposes only and does not constitute an offer or invi
Slide 3: Summary of Approvals Sought
Cap/taMall P Trust Summary of Approvals Sought
Slide 4: Resolutions
Resolutions To seek unitholders’ approval for: 9 Resolution 1 – Extraordinary Resolution The acquisition of Raffles City through a joint ownership vehicle with CapitaMall Trust (“CMT”) holding an interest of 40.0% and CapitaCommercial Trust (“CCT”) holding an interest of 60.0%, together with an acco
Slide 5: Resolutions (Continued)
Resolutions (Continued) 9 Resolution 3 – Ordinary Resolution The placement of New Units to CapitaLand Limited (“CapitaLand”) and its subsidiaries (including the CMT Manager) (the “CapitaLand Group”) as part of the Equity Fund Raising as would be required to maintain their pre-placement unitholdings,
Slide 6: Resolution 1 – Extraordinary Resolution
Resolution 1 – Extraordinary Resolution The Joint Acquisition of Raffles City
Slide 7: Acquisition of 40% Interest in Raffles City
Acquisition of 40% Interest in Raffles City RAFFLES CITY (‘RC’) Raffles City Shopping Centre One of Singapore’s prime Raffles City Tower (“RC Shopping Centre”) landmark integrated developments (“RC Office Tower”) 4-storey shopping complex with 42-storey office tower with 301,824 sq ft of retail NLA1
Slide 8: Proposed Acquisition Structure
Proposed Acquisition Structure Raffles City Building Raffles City Purchase Capital Expenditure & Property Related Price Asset Enhancement Liabilities S$2,085.0 million Works S$40.0 million S$41.0 million Total Purchase Consideration S$2,166.0 million Total Acquisition Cost (Including Estimated Acqui
Slide 9: Joint Ownership Structure
Joint Ownership Structure Proposed Acquisition and Joint Ownership of Raffles City 1 Management Appoints 40% Committee2 Appoints 60% of MC members of MC members (“MC”) manages 40% 60% RCS Trust ownership ownership owns Notes: 1 The proposed acquisition of Raffles City which is to be made through a j
Slide 10: CMT RC Acquisition is Overall Yield Accretive – Scenario A
CMT RC Acquisition is Overall Yield Accretive – Scenario A1 Forecast Period Projection Year (1 September - 31 December 2006) (annualised) 2 (Financial year ending 31 December 2007) Existing Properties and Existing Properties and Issue Price Existing Properties CMT RC Acquisition Existing Properties
Slide 11: CMT RC Acquisition is Overall Yield Accretive – Scenario B
CMT RC Acquisition is Overall Yield Accretive – Scenario B1 Forecast Period Projection Year (1 September - 31 December 2006) (annualised) 2 (Financial year ending 31 December 2007) Existing Properties and Existing Properties and Issue Price Existing Properties CMT RC Acquisition Existing Properties
Slide 12: Raffles City – Financial Information
Raffles City – Financial Information1 CMT’s 40% interest Forecast Period Projection Year (1 Sep 06 – 31 Dec 06) (Financial Year Ending 31 Dec 07) in Raffles City (S$million) (S$million) Gross Rental Income 19.8 61.5 Less Property Operating (5.6) (17.2) Expenses 14.2 44.3 Net Property Income 4.9% 3 5
Slide 13: Value Creation Opportunities at Raffles City
Value Creation Opportunities at Raffles City Estimated Breakdown by GFA 1 Estimated Breakdown by NPI 2 RC Office Tower RC Car Park and other income 15% RC Office 3% Tower Hotels and RC 14% convention Shopping Centre Centre Hotels and 40% 15% RC convention Shopping Centre Centre 70% 43% Note: 1 Area
Slide 14: Value Creation Opportunities at Raffles City
Value Creation Opportunities at Raffles City Pro-active Tenant Remixing Opportunities to enhance existing retail offerings at RC Shopping Centre and improve marketing activities to attract higher shopper traffic and generate higher retail sales for tenants Improving facilities and amenities of R
Slide 15: Value Creation Opportunities at Raffles City
Value Creation Opportunities at Raffles City Growth Opportunity in the Hotels and Convention Centre Lease Long-term master lease to RC Hotels1 – For 20 years to 2016, with option to renew for further 20 years Cash flow stability – Step-up minimum rent and service charge projected to contribute a
Slide 16: Competitive Strengths of Raffles City
Competitive Strengths of Raffles City Strategic location with excellent connectivity City Hall MRT station is one of Singapore’s four major MRT interchange stations Direct connectivity to future Esplanade MRT Station on the Circle Line, expected to be fully operational by 2010 Tremendous traff
Slide 17: Competitive Strengths of Raffles City
Competitive Strengths of Raffles City Synergies drawn from integrated development components Integrated development Value creation opportunities through optimising office, retail, hotels and convention centre mix Large and diversified tenant base 49 office leases Diverse 144 retail leases
Slide 18: Asset Size Growth
Asset Size Growth Strengthens CMT’s position as the largest REIT in Singapore With the inclusion of the CMT RC Acquisition, CMT’s total deposited property will increase from S$3.5bn1 to S$4.3bn CMT RC Acquisition is in line with the CMT Manager’s vision to grow asset size in Singapore to between
Slide 19: Strengthens Retail Foothold in the Downtown Core of Singapore
Strengthens Retail Foothold in the Downtown Core of Singapore CMT currently owns three prime retail assets in the Downtown Core, Funan DigitaLife Mall (“Funan”), Plaza Singapura and Bugis Junction, the latter two of which are strategically located with direct connectivity to MRT stations Inclusi
Slide 20: Greater Income Diversification
Greater Income Diversification Total Net Property Income contribution from any single property decreases from 22.2% to no more than 18.3% Existing Properties 1 Existing Properties and CMT RC Acquisition 1 Other properties 5.0% Tampines CMT RC Mall Tampines Other Interest 14.7% Bugis Mall properties
Slide 21: Further Geographical and Segmental Diversification
Further Geographical and Segmental Diversification Caters to different tenancy demands in various parts of Singapore Increases participation in the retail markets comprising Singapore’s central residential areas, visitors to the Orchard Road shopping belt and workers in the CBD Increases penet
Slide 22: Increased Free Float and Liquidity
Increased Free Float and Liquidity Access to a larger investor base because of its increased free float, liquidity and potentially higher index contribution CMT’s total assets increases from approx. S$3.5bn1 to 9 Increased asset size approx. S$4.3bn, reinforcing its for greater economies position as
Slide 23: Collaboration with CCT
Collaboration with CCT Largest retail mall Largest office REIT owner in Singapore with owner in Singapore with approx. 2.4 million sq ft approx. 2.0 million sq ft of NLA of NLA Asset and Owns nine quality, property Owns eight top quality urban and suburban management office and car park reta
Slide 24: Common RCS Management Fee Structure
Common RCS Management Fee Structure CMT’s Existing Management Fee Proposed RCS Trust Management Fee 0.25% Property Value 0.25% Deposited Property + 2.85% Gross Revenue + 4.00% Net Property Income Rationale for Fee Rationalisation Common basis of fee structure for RCS Trust by CMT Manager and CCT M
Slide 25: Additional Points to Note
Additional Points to Note In the event that CMT Unitholders do not approve the proposed acquisition of a 40% interest in Raffles City, CCT would, subject to the approval by their Unitholders, own 100% of Raffles City CMT’s proposed acquisition of a 40% interest in Raffles City is subject to the
Slide 26: Resolution 2 – Extraordinary Resolution
Resolution 2 – Extraordinary Resolution The Issue of New Units in CMT
Slide 27: Proposed Financing Structure
Proposed Financing Structure Equity Fund Raising (“EFR”) Proceeds from EFR of between S$240 million to S$420.0 million to be carried out at such time to be determined by the CMT Manager, to be used to repay the RC Bridge Loan, & balance for working capital purposes. RC Bridge Loan Long Term Borrowin
Slide 28: Detailed Financing Plan
Detailed Financing Plan RC Bridge Loan constitutes part of definitive financing plan to complete the CMT RC Acquisition Staggered timing for the Equity Fund Raising between CMT & CCT ensures the successful completion of the Raffles City acquisition and provides CMT with timing flexibility Source
Slide 29: Debt Financing
Debt Financing Efficient debt structure with maturity up to 2012 1,200 9 Existing Debt Rating Existing Proposed Long-Term − AAA by Fitch and 1,000 Borrowings5 to part-finance the Scenario A CMT RC Acquisition Standard & Poor’s Additional debt − Aaa by Moody’s 800 under Scenario B 9 Existing Intere
Slide 30: Resolution 3 – Ordinary Resolution
Resolution 3 –Ordinary Resolution Proposed Placement to the CapitaLand Group
Slide 31: Proposed Placement to the CapitaLand Group
Proposed Placement to the CapitaLand Group Proposed Placement to the CapitaLand Group The CMT Manager may issue New Units to the CapitaLand Group as part of the Equity Fund Raising, as would be required to maintain the CapitaLand Group’s pre-placement unitholding, in percentage terms Depending o
Slide 32: Resolution 4 – Ordinary Resolution
Resolution 4 –Ordinary Resolution Proposed Placement to the Directors
Slide 33: Proposed Placement to the Directors
Proposed Placement to the Directors Proposed Placement to the Directors Approval for the placement of New Units under the Equity Fund Raising to each of the Directors of the CMT Manager and his immediate family who hold units, so at to maintain his pre-placement unitholding in percentage terms Rat
Slide 34: Resolution 5 – Extraordinary Resolution
Resolution 5 –Extraordinary Resolution Proposed CMT Manager Fees Supplement to the Trust Deed
Slide 35: Proposed CMT Manager Fees Supplement to the Trust Deed
Proposed CMT Manager Fees Supplement to the Trust Deed Proposed Update to the Fee Structure of the CMT Manager The fees that the CMT Manager is presently entitled to under the Trust Deed generally relate to Real Estate which is owned, acquired or divested by CMT To supplement the Trust Deed for
Slide 36: Proposed CMT Manager Fees Supplement to the Trust Deed
Proposed CMT Manager Fees Supplement to the Trust Deed Rationale for Proposed Update to the Fee Structure of the CMT Manager 9 As the Singapore REIT market develops, REIT may diversify their investment portfolio beyond traditional real property into other investments, such as real estate-related ass
Slide 37: Proposed Amendment to Form of Payment of Management Fee
Proposed CMT Manager Fees Supplement to the Trust Deed Proposed Amendment to form of Payment of Management Fee Supplement to provide the CMT Manager the flexibility to receive, at its election, its Management Fee wholly in Units or wholly in cash or in a combination of both1 Rationale for Proposed
Slide 38: Key Dates & Time
Cap/taMall Key Dates & Time
Slide 39: Key Dates and Times
Key Dates and Times EGM 13 July 2006 at 1:00pm Completion of the acquisition 45 days after date of the sale and purchase agreement or 31 August 2006, whichever is later If the approvals sought at the EGM are obtained, the CMT Manager will work with the Joint Lead Managers and Underwriters to determi
Slide 40: The End
THE END Cap/taMall P Trust