CapitaLand Integrated Commercial Trust · SGX:C38U
CapitaLand Integrated Commercial Trust — CapitaLand Mall Trust — Merger or Acquisition (January 2020)
42 slides from CapitaLand Integrated Commercial Trust's merger presentation, Jan 22, 2020
Slide 1: Proposed Merger with CapitaLand Commercial Trust
CAPITALAND MALL TRUST Proposed Merger with CapitaLand Commercial Trust 22 January 2020
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 overview • Rationale and benefits to unitholders • Approvals required • Indicative timeline • Appendix 3
Slide 4: Transaction overview
Transaction overview Bedok Mall
Slide 5: 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) 5
Slide 6: 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 7: 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% 10.4m sq ft Singapore 96% Net Lettable Area(2) Portfolio Portfolio property property value(3) value(3) Office S$22.9bn 38% Portfol
Slide 8: Investment focus and holding structure
Investment focus and holding structure Investment focus Holding structure Income producing assets CapitaLand Minority Limited unitholders 29.1%(1)(2) 70.9%(2) CMT(3) Retail CCT (sub-trust) Integrated CMT’s existing CCT properties(4) Office CCT’s existing properties(4) Notes: Simplified group structu
Slide 9: Rationale and benefits to unitholders
Rationale and benefits to unitholders Bugis+
Slide 10: Rationale and benefits to Unitholders
Rationale and benefits to Unitholders Creation of the proxy for Singapore commercial real estate market Leadership: Best-in-class portfolio supported by a 1 stronger and more efficient platform 2 Growth: Better positioned to explore larger opportunities with a broader investment focus 3 Resilience:
Slide 11: Leadership: Growing from strength to strength
Leadership: Growing from strength to strength CMT Best-in-class Singapore retail REIT CCT Best-in-class Singapore office REIT • Balanced portfolio of downtown and • Dominant footprint of prime quality suburban malls offices in Singapore CBD • Market-leading scale and • Largest Grade A Singapore CBD
Slide 12: Leadership: Merged Entity will be the third largest REIT in APAC
Leadership: Merged Entity will be the third largest REIT in APAC • Greater visibility may drive higher trading liquidity and potential for positive re-rating Top REITs in APAC by market capitalisation Largest REIT in Singapore(1)(2) (S$bn) #3 largest REIT in APAC(1)(2) 30.2 #3 19.1 16.8 (2) #11 #13
Slide 13: 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 14: 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 15: 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 16: 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 17: 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 18: Resilience: Stability through cycles
Resilience: Stability through cycles • More balanced exposure across retail, office and integrated developments CMT(1) Merged Entity CCT(2) 28% By NPI(3) 31% 24% 40% 69% 76% 32% 29% By property 23% value(4) 33% 36% 64% 77% 38% Retail Integrated developments Office Notes: (1) Integrated developments
Slide 19: 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 20: 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$1bn asset(1) Illustrative NPI impact from AEI of 21 Collyer Quay 4% 2% 6% 6% CMT Merged Entity CCT Merged Entity S
Slide 21: Accretion: DPU and NAV accretive to CMT Unitholders
Accretion: DPU and NAV accretive to CMT Unitholders FY2019 – Pro forma DPU accretion FY2019 – Pro forma NAV per unit accretion (S$ Cents) (S$) +1.6% +1.5% accretion accretion 12.17 11.97 2.11 2.07 (1) (2) CMT Merged Entity CMT Merged Entity Note: The pro forma DPU accretion percentage and pro forma
Slide 22: 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 23: 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 23
Slide 24: Approvals required
Approvals required Funan
Slide 25: 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 26: Indicative timeline
Indicative timeline Bukit Panjang Plaza
Slide 27: Indicative timetable
Indicative timetable Joint Expected date of • Expected Effective Date of Trust Announcement of CMT’s EGM Scheme Trust Scheme 22 January 2020 By May 2020 By June 2020 Note: The timeline above is indicative only and subject to change. Please refer to future SGXNET announcement(s) by CMT Manager for th
Slide 28: Thank you
Cap/taLand Thank you
Slide 29: Appendix A
Appendix A Clarke Quay
Slide 30: The Scheme Consideration
The Scheme Consideration The Scheme Consideration shall be satisfied by 0.720 new CMT Units per CCT Unit and S$0.2590 in cash per CCT Unit Illustrative value of Consideration Units(1) Cash Consideration Illustrative value of Scheme Consideration S$1.8648 + S$0.2590 = S$2.1238 per CCT Unit Illustrati
Slide 31: Appendix B: CMT portfolio details
Appendix B CMT portfolio details Tampines Mall
Slide 32: Portfolio of well located and connected retail properties
Portfolio of well located and connected retail properties … • Balanced portfolio of downtown and suburban malls • Excellent connectivity to public transport and population catchments LOT ONE SHOPPERS’ MALL BUKIT PANJANG PLAZA JUNCTION 8 BUGIS JUNCTION BUGIS+ TAMPINES MALL Existing property portfolio
Slide 33: Complete with market-leading scale and healthy occupancy
… complete with market-leading scale and healthy occupancy • CMT is the largest shopping mall owner in Singapore owning 14.1% of malls greater than 100,000 sq ft NLA • Consistently high occupancy rate across all assets demonstrated by high portfolio occupancy of 99.3% Share of major shopping mall fl
Slide 34: CMT property portfolio details
CMT property portfolio details Tampines Mall Junction 8 IMM Building Plaza Singapura Bugis Junction 2 Jurong East Address 4 Tampines Central 5 9 Bishan Place 68 Orchard Road 200 Victoria Street Street 21 NLA (sq ft) 356,228 254,209 963,174 484,154 396,604 Leasehold expiring 31-August-2091 31-August-
Slide 35: CMT property portfolio details (cont'd)
CMT property portfolio details (cont’d) Lot One Shoppers' JCube Bukit Panjang Plaza The Atrium@Orchard Clarke Quay Mall 2 Jurong East 21 Choa Chu Kang 60A and 60B Address 1 Jelebu Road 3 River Valley Road Central 1 Avenue 4 Orchard Road NLA (sq ft) 206,938 227,671 163,625 385,332 293,248 30-November
Slide 36: CMT property portfolio details (cont'd)
CMT property portfolio details (cont’d) Bugis+ Bedok Mall Westgate Funan Raffles City Singapore(1) 250/252 North Bridge 311 New Upper 107 and 109 North Address 201 Victoria Street 3 Gateway Drive Road; 2 Stamford Road; Changi Road Bridge Road 80 Bras Basah Road 808,717 NLA (sq ft) 214,408 222,469 41
Slide 37: Appendix C: CCT portfolio details
Appendix C CCT portfolio details The Atrium@Orchard
Slide 38: Portfolio of high quality office properties
Portfolio of high quality office properties … • CCT is the largest owner of Grade A assets in Singapore CBD, with a quality portfolio of high occupancy 1 Capital Tower 2 Asia Square 5 One George 6 Raffles City(2) Tower 2 Street (1) Singapore Bugis Bugis Junction 6 City Hall Lease expiry: Lease expir
Slide 39: Diverse tenant mix and strong lease expiry profile
… supplemented by diverse tenant mix and strong lease expiry profile • High quality tenants driving high occupancy rates across all properties combined with long lease expiry profile Higher than Singapore market occupancy(1) Diverse tenant mix(2) Banking CCT’s Singapore portfolio Germany 24% occupan
Slide 40: CCT property portfolio details
CCT property portfolio details Asia Square Tower Capital Tower CapitaGreen Six Battery Road Raffles City Singapore(1) 2 250/252 North Bridge Address 168 Robinson Road 12 Marina View 138 Market Street 6 Battery Road Road; 2 Stamford Road; 80 Bras Basah Road 808,700 NLA (sq ft) 735,000 777,000 701,000
Slide 41: CCT property portfolio details (cont'd)
CCT property portfolio details (cont’d) Main Airport Gallileo (1) 21 Collyer Quay Center (1) One George Street (1) CapitaSpring (1) (2) Contribution from (HSBC Building) Contribution from 19 Jun 2018 18 Sep 2019 Gallusanlage 7/ Unterschweinstiege 86 & 88 Neckarstrasse 5, Address 1 George Street 21 C
Slide 42: Thank you
Thank you For enquiries, please contact: Ms Lo Mun Wah, Vice President, Investor Relations Direct: (65) 6713 3667 Email: lo.munwah@capitaland.com CapitaLand Mall Trust Management Limited (www.cmt.com.sg) 168 Robinson Road, #30-01 Capital Tower, Singapore 068912 Tel: (65) 6713 2888 Fax: (65) 6713 299
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