Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — CapitaLand — Merger or Acquisition (July 2021)
46 slides from Singapore Exchange's merger presentation, Jul 23, 2021
Slide 1: Strategic Restructuring of CapitaLand Limited and Listing of CapitaLand Investment
CAPITALAND LIMITED Strategic Restructuring of CapitaLand Limited and Listing of CapitaLand Investment 23 July 2021 CapitaLand Development
Slide 2: Disclaimer
Disclaimer This presentation may contain forward-looking statements. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors incl
Slide 3: Contents
Contents 1. Proposed Transaction Page 4 2. Introducing CapitaLand Investment Page 8 3. CLI’s Growth Strategy Page 19 4. Conclusion Page 29 5. Important Dates and Times for EGM and Scheme Meeting Page 31 6. Appendix Page 38 3
Slide 4: Proposed Transaction
~~ IY Proposed Transaction
Slide 5: Restructuring to Sharpen Strategic Focus
Restructuring to Sharpen Strategic Focus Development business to be privatised ⚫ Investment Management business to be listed(1) Post-transaction Structure Private Public CLA Real Estate Holdings (“CLA”) Eligible Shareholders 48.24%(2) 51.76%(2) (Privately held) (Listed by introduction on SGX) 100.00
Slide 6: Proposed Transaction Intended to Unlock Long-term Value
Proposed Transaction Intended to Unlock Long-term Value CapitaLand’s YTD share price performance signals positive market reception to the proposed transaction Multiples performance YTD share price performance P/NAV(1) (Rebased to 100 as at 1 Jan 2021) REIMs(2) SG+HK developers (ex CapitaLand)(3) 3.0
Slide 7: Implied Consideration for Eligible Shareholders
Implied Consideration for Eligible Shareholders For every 1 CapitaLand Share, Eligible Shareholders will receive: 1 CLI Share S$0.951 in cash(5) 0.155 CICT Units(2),(3) S$4.102(1) CICT Units 0.328(2).(3),(4) 24% 28% upside to Implied upside to Implied Cash Consideration Consideration Consideration 0
Slide 8: CapitaLand Investment
CapitaLand Investment A Leading Listed Global Real Estate Investment Manager (REIM)
Slide 9: Introducing CapitaLand Investment
Introducing CapitaLand Investment A leading listed global REIM* with strong Asia foothold comprising: 1 Fee Income-related Business FY 2020 FY 2020 2 Real Estate Investments NAV(6) EBITDA(7) Fund Management S$15.1B S$1.3B Stakes in Listed Funds • Leading listed APAC-focused global REIM S$7.7B market
Slide 10: Key Competitive Advantages
Key Competitive Advantages Global listed REIM with a ◼ Long-standing presence and track record in core markets 1 leadership position in Asia ◼ >80% of RE AUM in Asia FUM and FRE growth through ◼ A leading listed global Real Estate Investment Management platform (upon Listing) 2 full stack investment
Slide 11: Global Player With Strong Asian Presence
1 Global REIM with a leadership position in Asia Global Player With Strong Asian Presence Coverage in over 230(1) cities across more than 30 countries ⚫ Long-standing presence and track record in core markets >80% of Assets Under Management are in Asia RE AUM(4) % Of FUM(4) % Of CLI’s Core Markets R
Slide 12: RE AUM Growth Led By Asia Pacific
1 Global REIM with a leadership position in Asia RE AUM Growth Led By Asia Pacific Institutional investors are increasing allocations Institutions, particularly in APAC, remain to Real Estate under-allocated to Real Estate in 2020 Target APAC EMEA Americas Total Target APAC Target EMEA Target Americ
Slide 13: CLI's Value Propositions
2 FUM and FRE growth through full stack integrated fee generation capabilities CLI’s Value Propositions FY 2020 Revenue 1 (Fee Income-related Business) S$786M Leading Listed ◼ Manager of 6 Listed Funds and >20 Unlisted Funds Global Real ◼ Proven track record of double-digit historical 5Y FUM CAGR(1)
Slide 14: Structured to Augment Investment Management Growth
3 Proven track record of investment management and fee income growth Structured to Augment Investment Management Growth Synergistic fund and lodging management platforms to scale fee income ➢ Global business with ➢ Leading Asia-centric strong branding platform Fund ➢ Extension into ➢ Track record of
Slide 15: Growing Fee Generating AUM Through Two Complementary Platforms
3 Proven track record of investment management and fee income growth Growing Fee Generating AUM Through Two Complementary Platforms Funds under management Lodging units under management Retail Office Operational Fee Integrated Development Lodging Under development Generating Residential New Economy
Slide 16: Steady Growth in Fee Income Supported by Healthy Margins
3 Proven track record of investment management and fee income growth Steady Growth in Fee Income Supported by Healthy Margins Fee Income-related Business contributes ~21% of Steady growth of Fee Income-related Business FY 2020 EBITDA (S$M) Fee Income-related Business Real Estate Investments Lodging
Slide 17: Proposed Transaction Preserves the Benefits of the CapitaLand Ecosystem
4 Unique CapitaLand ecosystem Proposed Transaction Preserves the Benefits of the CapitaLand Ecosystem Ecosystem Ascendas OneHub GKC, China Ascendas Innovation Hub, China Ascott Heng Shan Shanghai, China Suzhou Center, China Acquisition ROFR to CLI on Co-invest Shared Project Relevant Assets(1) along
Slide 18: Experienced Leadership
5 Experienced and diverse management team Experienced Leadership Diversified relevant expertise with average experience of ~20 years across the leadership team Kevin Goh Andrew Lim Lee Chee Koon Jonathan Yap Tan Seng Chai CEO Lodging Group CFO Group CEO CEO Fund Management CCPO Strategic Relations,
Slide 19: CLI's Growth Strategy
CLI’s Growth ‘Strategy y
Slide 20: CLI's Roadmap to Sustainable FUM and FRE growth
CLI’s Roadmap to Sustainable FUM and FRE growth A robust investment framework across three synergistic growth drivers 1 2 3 Lodging Fund Capital Management Management Recycling ◼ Continued expansion ◼ Grow FUM ◼ Execute capital recycling through recovery cycle strategy across CLI and ◼ Drive growth
Slide 21: CLI's Fund Management Strategy
1 CLI’s Fund Management Strategy Capitalise on proven FM expertise and integrated RE capabilities to grow identified growth areas Investment Consideration A Disciplined and Focused Approach to Investing Key strategy Secondary Revenue Model Investment Management Fees Investment Income strategy Commer
Slide 22: Strategic Growth Areas
1 Strategic Growth Areas To build FUM through long-standing sectorial and geographical expertise complemented with tested strategies Selected Recent Transactions(1) Announced Project Sector Geography Strategy Value (S$)(2) Status Data Centres ◼ Acquisition of DC portfolio in Europe in Mar (AREIT) S$
Slide 23: Building on Existing Private Investment Solutions and Execution Track Record
1 Building on Existing Private Investment Solutions and Execution Track Record More than 20 active Unlisted Funds of varied themes, vintages and fund structures, and growing… 25.8 23.4 23.8 20.8 22.1 2021 Unlisted Private Fund Strategy Executions Funds FUM 1• Exited Ascendas China Business Parks Fun
Slide 24: Drive Sustainable Distributions and Value Creation in Listed Funds
1 Drive Sustainable Distributions and Value Creation in Listed Funds Continue to support listed REITs/BTs expansion and proactively ensure they are well-optimised for growth Mandate expansions which created Enhanced competitiveness Delivering on greater growth runway through mergers acquisitions-led
Slide 25: Lodging Management Strategy
2 Lodging Management Strategy Driving growth through an asset-light and ROE-accretive business model Key Strategies Lodging units under management Strong brand recognition continues to attract new (’000 units) Brand contract signings +30% >80% units under Equity ➢ A wide range of award-winning brand
Slide 26: Lodging Management Strategy (Cont'd)
2 Lodging Management Strategy (Cont’d) Key competitive advantage Multiple recognisable lodging brands established over Demonstrated resilience amidst COVID-19 the years Leverage on ➢ Operating platform delivered positive cashflow Strong Brand for FY 2020(1) Equity ➢ Focus on markets with positive ma
Slide 27: Disciplined Capital Recycling to Fund Growth Initiatives
3 Disciplined Capital Recycling to Fund Growth Initiatives Gross divestments since 2018(1) YTD 2021 divestments (S$M) CapitaLand REITs/BTs Selected YTD 2021 divestments Value Seller / Buyer (S$M) ART / Undisclosed Average premium 11,259 Somerset Xu Hui Shanghai, China 215.6 Third-party 466 above fai
Slide 28: Multiple Engines to Drive CLI's Growth
Multiple Engines to Drive CLI’s Growth Evolution of CLI’s FUM and future opportunities S$100B FUM by 2024(4) ~S$1B of FUM generated as at 31 Mar 2021, bringing total FUM to ~S$79B Strategic Acquisitions CapitaLand 160K CLI pipeline of Development’s lodging units under pipeline of 1 Organic growth S$
Slide 29: Conclusion
Conclusion
Slide 30: Proposed Restructuring Is A Logical Step to Accelerate Growth
Proposed Restructuring Is A Logical Step to Accelerate Growth of CapitaLand’s Businesses and Drive Greater Shareholder Value CLI presents an attractive investment opportunity Key Positives • Sharpen development ◼ A leading listed global REIM(1) mandate and investment ◼ Strong Asian presence manageme
Slide 31: Important Dates and Times for EGM and Scheme Meeting
Important Dates and Times for EGM and Scheme Meeting
Slide 32: Important Dates and Times for EGM and Scheme Meeting
Important Dates and Times for EGM and Scheme Meeting Latest date and time for lodgment of EGM and Scheme Meeting Proxy • Saturday, 7 August 2021 at 2:00 p.m. and 2:15 p.m. Forms respectively Latest date and time to pre-register online to attend the EGM and Scheme • Saturday, 7 August 2021 at 2:15 p.
Slide 33: Shareholder Resolutions To Be Approved
Shareholder Resolutions To Be Approved • The DIS Resolution to be approved at the EGM and the Scheme Resolution to be approved at the Scheme Meeting are INTER-CONDITIONAL • The Offeror, CLA, will abstain from voting at both the EGM and Scheme Meeting Resolutions Approvals Thresholds EGM (Proxy Form
Slide 34: Possible Outcomes From Shareholders' Votes
Possible Outcomes From Shareholders’ Votes Scenario 1 Outcome 1 EGM Subject to the approval of the DIS by the Court and the sanction of the Scheme by the Court, the DIS and the • The DIS Resolution is approved Scheme will proceed(1): AND 1. CapitaLand Investment Limited will be listed; and Scheme Me
Slide 35: Opinion and Recommendation
Opinion and Recommendation Opinion Of The Recommendation Of The Independent Financial Adviser Independent Directors An extract of the Independent Financial Adviser (“IFA”) Letter is An extract of the recommendation from the Independent Directors reproduced below: of the Company is set out below: • “
Slide 36: Actions Required from Shareholders
Actions Required from Shareholders • Resolutions requiring Shareholders’ approval are detailed in each of the Notices for your information PLEASE READ THE NOTICE OF EGM AND NOTICE OF SCHEME MEETING 1 • The Scheme Document and Introductory Document containing detailed information on the DIS, the Sche
Slide 37: Thank You
THANK YOU
Slide 38: Appendix
Appendix
Slide 39: Top Global Real Estate Investment Managers
Top 15 Global Real Estate Investment Managers By RE AUM(1) (S$B) Flag Global Headquarters Listed companies Asia’s largest REIM 3rd largest listed global REIM 358 229 197 197 183 175 144 141 140 130 125 115 114 110 108 Brookfield Blackstone Hines PGIM MetLife Nuveen AXA IM - Real UBS AM CBRE Global J
Slide 40: RE AUM breakdown
RE AUM breakdown Coverage in over 230(4) cities across more than 30 countries ⚫ Long-standing presence and track record in core markets Breakdown of CLI’s RE AUM of ~S$115B(1) Geography breakdown Sector breakdown India Other 3% Asia Office 13% 15% Lodging (3) China 31% 37% International RE AUM(1): 1
Slide 41: Highly Reputable Investment Manager With Established High Quality Capital Partners
Highly Reputable Investment Manager With Established High Quality Capital Partners Developed strong relationships with blue-chip capital partners Breakdown of CLI’s Unlisted Funds FUM of ~S$26B(1) Investor Type Investor Domicile China North America Corporation 25% 7% 43% Insurance Europe 28% 10% FUM
Slide 42: CLD's Principal Properties as at 31 Dec 2020
CLD’s Principal Properties(1) as at 31 Dec 2020 Ascott Heng Shan Shanghai, China Suzhou Center, China Property City, Country Effective interest (%) Asset type Business Park / Ascendas-Xinsu Portfolio Suzhou, PRC 49 Industrial Ascott Heng Shan Shanghai Shanghai, PRC 100 Lodging Integrated Capital Squ
Slide 43: CLI's Principal Properties as at 31 Dec 2020
CLI’s Principal Properties(1) as at 31 Dec 2020 Property City, Country Effective interest (%) Asset type Ascendas iHub Suzhou Suzhou, PRC 100 Business Park Hongkou Plaza Shanghai, PRC 72.5 Integrated Development Minhang Plaza Shanghai, PRC 65 Integrated Development CapitaMall Tiangongyuan Beijing, P
Slide 44: Financials Summary of CLI
Financials Summary of CLI Summary income statement(1) Summary balance sheet and gearing (1) ,** FY 2020 1Q 2021 FY 2019 FY 2020 1Q 2020 1Q 2021 FY 2019 FY 2020 FY 2020 PF 1Q 2021 1Q 2021 PF PF PF Fee income-related business 770 786 799 204 223 223 Cash and cash equivalents 1,421 1,736 3,273(3) 1,638
Slide 45: Glossary
Glossary Term Definition Listed Funds/Unlisted Funds / Programs / JVs AM Asset Management ACBPF 4 Ascendas China Business Parks Fund 4 BT Business Trust AILP Ascendas India Logistics Programme CAGR Compound Annual Growth Rate AIT Ascendas India Trust AKOPREIT 5 Ascendas Korea Office Private REIT 5 C
Slide 46: For enquiries, please contact Investor Relations
For enquiries, please contact Ms Grace Chen, Head, Investor Relations Direct: (65) 6713 2883 Email: grace.chen@capitaland.com CapitaLand Limited (https://www.capitaland.com) 168 Robinson Road #30-01 Capital Tower Singapore 068912 Tel: (65) 6713 2888 Fax: (65) 6713 2999 Email: groupir@capitaland.com