Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — RHT Health Trust — Merger or Acquisition (August 2018)
9 slides from Singapore Exchange's merger presentation, Aug 29, 2018
Slide 1: Proposed Disposal of the Entire Asset Portfolio of RHT Health Trust
Proposed Disposal of the Entire Asset Portfolio of RHT Health Trust (“RHT”) RHT 29 August 2018 STRICTLY PRIVATE AND CONFIDENTIAL
Slide 2: Disclaimer
Disclaimer This set of presentation slides should be read in conjunction with the Circular dated 29 August 2018 relating to the Proposed Disposal and the Proposed Trust Deed Amendments (the “Circular”). Unless otherwise stated, terms undefined herein shall bear the same meanings ascribed to them in
Slide 3: Transaction Summary
Transaction Summary Acquiror • Fortis Healthcare Limited (“FHL” or “Fortis”). • Acquisition of the entire asset portfolio of RHT Health Trust (“RHT”) by Fortis, for an Estimated Consideration of INR 46,500 million(1) Transaction (the “Proposed Disposal”). This comprises all of RHT’s Indian Subsidiar
Slide 4: Transaction Summary
Transaction Summary • Approximately S$669.6 million based on an INR:SGD exchange rate of INR50.90:SGD1.00(1) after repayment of external borrowing of Estimated Net approximately S$234.1 million; Consideration • The Estimated Net Consideration represents a Consideration per Unit of approximately S$0.
Slide 5: Rationale for the Proposed Disposal
Rationale for the Proposed Disposal Attractive Opportunity to Realise Value Estimated Consideration per Unit of S$0.825 22.0% 7.8% 9.1% 2.7% 6.5% 0.803 0.765 0.775 0.756 0.676 (2) (3) (4) 12-Feb-18 (1) 20-Aug-18 1-Month VWAP (3) 3-Month VWAP Adjusted NAV per Unit Source: Bloomberg Notes: (1) Closing
Slide 6: Rationale for the Proposed Disposal
Rationale for the Proposed Disposal Attractive Returns The Proposed Disposal represents a return of approximately 58.1%(1) and an internal rate of return (“IRR”) per annum of approximately 10.2% in Singapore dollars terms and presents an opportunity for RHT to realise the investments in the Sale Sec
Slide 7: Approvals Required for the Proposed Disposal
Approvals Required for the Proposed Disposal The Proposed Disposal will be subject to, amongst others, approval of the Unitholders • Unitholders’ approval; • Noteholders’ / Lenders approval(1); • No change of control of any member of the Trustee-Manager, the Vendors and RHT’s Indian Subsidiaries Con
Slide 8: Recommendation
Recommendation The IFA has opined that the Proposed Disposal is on normal commercial terms and is not prejudicial to RHT and its minority Unitholders The Trustee-Manager’s Independent Directors recommend that Unitholders VOTE IN FAVOUR of the Proposed Disposal at the EGM The Trustee-Manager’s Direct
Slide 9: Investor and Media Contacts
Investor and Media Contacts Investor Contact Media Contact Tan Suan Hui FTI Consulting Head of Compliance and Investor Relations Malcom Robertson RHT Health Trust Manager Pte. Ltd Email: malcom.robertson@fticonsulting.com 302 Orchard Road #09-03/04 Telephone: +65 6831 1998 Tong Building Singapore 23
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