Fraser & Neave Ltd. · SGX:F99

Fraser & Neave — Frasers Commercial Trust — Shareholder Meeting (July 2012)

15 slides from Fraser & Neave's shareholder meeting presentation, Jul 12, 2012

  1. Slide 1: Frasers Commercial Trust Presentation for Extraordinary General Meeting

    Frasers Commercial Trust Presentation for Extraordinary General Meeting 12 July 2012

  2. Slide 2: Important notice

    Important notice Certain statements in this Presentation constitute “forward-looking statements”, including forward-looking financial information. Such forward-looking statement and financial information involve known and unknown risks, uncertainties and other factors which may cause the actual resu

  3. Slide 3: Details

    Z FRASERS TRUST

  4. Slide 4: EGM details: Summary of approvals sought

     EGM – details 4 Summary of approvals sought  Resolutions sought at Extraordinary General Meeting (“EGM”) 1. Resolution 1: The Proposed Sale of KeyPoint (Ordinary Resolution) 2. Resolution 2: The Proposed Trust Deed Supplement (Extraordinary Resolution) 3. Resolution 3: The Proposed Unit Buy-Back

  5. Slide 5: The proposed sale of KeyPoint – At 26.3% above valuation

     EGM – resolution 1 5 The proposed sale of KeyPoint – At 26.3% above valuation  Divestment details1 – Sale consideration of S$360.0 million is 26.3% and 4.0% above current use valuation2 and single use valuation3 respectively – Gain of approximately S$72.8 million based on the estimated net sale p

  6. Slide 6: The proposed sale of KeyPoint

     EGM – resolution 1 6 The proposed sale of KeyPoint  Condition Precedent – Unitholders should note that the sale of KeyPoint is still subject to the condition precedent in relation to the issue of a letter by the Head Lessor (or the Singapore Land Authority (“SLA”) or the Commissioner of Lands on

  7. Slide 7: The estimated net sale proceeds

     EGM – estimated net sale proceeds 7 The estimated net sale proceeds  Approximately S$357.8 million The proposed sale of KeyPoint Value Sale consideration S$360.0 million Less: the estimated professional and others fees expenses incurred by FCOT in connection with the Sale (S$2.2 million) (which i

  8. Slide 8: Use of the estimated net sale proceeds

     EGM – deploy proceeds to generate higher yield 8 Use of the estimated net sale proceeds  Manager intends to apply the estimate net sale proceeds towards one or more of the following: 1. Reducing the debt liabilities of FCOT and/or its subsidiaries 2. Funding the Unit buy-back connected to the Uni

  9. Slide 9: The proposed trust deed supplement

     EGM – resolution 2 9 The proposed trust deed supplement  Details – In connection with the proposed adoption of the Unit Buy-Back Mandate, the Manager seeks approval from Unitholders for the proposed amendment of the Trust Deed to authorise the Manager to purchase Units for and on behalf of FCOT f

  10. Slide 10: The proposed unit buy-back mandate

     EGM – resolution 3 10 The proposed unit buy-back mandate  Details – Not more than 3.5% of the total number of issued Units1 – Purchase price not exceeding 105.0% of the Average Closing Market Price2  Rationale – In line with the Manager’s aim to adopt an active approach to capital management – A

  11. Slide 11: The pro forma financial effects of the Sale – Scenarios

     EGM – scenarios 11 The pro forma financial effects of the Sale  Scenarios for illustrative purpose only1 1. The partial prepayment of the S$500.0 million Term Loan Facility (“Scenario 1”); 2. The funding of the redemption of 50% of the issued Series A CPPUs2, with the balance applied towards the

  12. Slide 12: The pro forma financial effects of the Sale – DPU

     EGM – pro forma financial effects 12 The pro forma financial effects of the Sale – DPU Pro forma Pro forma Pro forma FY2011 Audited (Scenario 1) (Scenario 2) (Scenario 3) Distributable Income attributable to 36,324 39,129 41,988 41,152 Unitholders (S$’000) DPU (Cents) 5.75 6.19 6.64 6.75 Increase

  13. Slide 13: The pro forma financial effects of the Sale – Unitholders' Funds per Unit

     EGM – pro forma financial effects 13 The pro forma financial effects of the Sale – Unitholders’ Funds per Unit Pro forma Pro forma Pro forma As at 30 September 2011 Audited (Scenario 1) (Scenario 2) (Scenario 3) Unitholders’ funds (S$’000) 877,626 943,795 946,969 925,569 Unitholders’ funds 849,830

  14. Slide 14: The pro forma financial effects of the Sale – Gearing

     EGM – pro forma financial effects 14 The pro forma financial effects of the Sale - Gearing Unaudited Unaudited Unaudited As at Unaudited Unaudited(1) Pro forma Pro forma Pro forma 31 March 2012 Pro forma(2) (Scenario 1)(3) (Scenario 2)(3) (Scenario 3)(3) Total assets 2,067,181 2,195,117 1,910,117

  15. Slide 15: Thank you

    Thank you Frasers Centrepoint Asset Management (Commercial) Limited Level 21 | 438 Alexandra Road | Alexandra Point | Singapore 119958 Tel: +65 6276 4882| Fax: +65 6276 8942| Email: fcot@fraserscentrepoint.com www. fraserscommercialtrust.com

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