Mapletree Pan Asia Commercial Trust · SGX:N2IU
Mapletree Pan Asia Commercial Trust — Mapletree Commercial Trust — Merger or Acquisition (December 2021)
44 slides from Mapletree Pan Asia Commercial Trust's merger presentation, Dec 31, 2021
Slide 1: Proposed Merger of Mapletree Commercial Trust and Mapletree North Asia Commercial Trust
Proposed Merger of Mapletree Commercial Trust and Mapletree North Asia Commercial Trust (the “Merger”) 31 December 2021 1 RESTRICTED
Slide 2: Important Notice (Mapletree Commercial Trust)
Important Notice (Mapletree Commercial Trust) 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 SOLIC
Slide 3: Important Notice (Mapletree North Asia Commercial Trust)
Important Notice (Mapletree North Asia Commercial Trust) 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
Slide 4: Content
Content A. Transaction Summary Page 5 B. Rationale and Key Benefits of the Merger Page 11 C. Conclusion Page 26 D. Required Approvals and Timeline Page 30 E. Appendices Page 36 4 RESTRICTED
Slide 5: A. Transaction Summary
A. Transaction Summary
Slide 6: Transformative Merger Combining Strength and Growth
Transformative Merger Combining Strength and Growth Creating a flagship commercial REIT that provides stability and scale across key gateway markets of Asia Largest pure-play Singapore commercial REIT with First and only North Asia focused REIT listed in Singapore, longstanding track record in deliv
Slide 7: Overview of the Merged Entity
Overview of the Merged Entity Diversified and high quality portfolio anchored by best-in-class commercial assets 18 assets diversified Balanced across S$17.1bn across 5 markets sub asset classes South Korea AUM 2% Japan 11.0m sq ft 10% Festival 51% Business Parks Walk, HK 21% Other SG SAR NLA1 11% 2
Slide 8: Transaction Overview
Transaction Overview Two Scheme Consideration options for MNACT Unitholders MIPL1, as Sponsor of both MCT and MNACT, has elected to receive the Scrip-Only Consideration Scheme Consideration Options Cash-and-Scrip Scrip-Only Merger to be effected through the acquisition by 1 Consideration OR 2 Cons
Slide 9: Investment Mandate and Structure
Investment Mandate and Structure Merged Entity will be named Mapletree Pan Asia Commercial Trust (“MPACT”) Investment mandate will encompass key gateway markets of Asia Investment Mandate Merged Entity’s Structure MCT MNACT MIPL1 Unitholders2 Unitholders2 Diversified portfolio of income-producing co
Slide 10: Strong Commitment from Sponsor and Alignment with Unitholders
Strong Commitment from Sponsor and Alignment with Unitholders Adoption of new management fee structure pegged to distributable income and DPU growth Further improves alignment with Unitholders' interest Sponsor’s Commitment Merged Entity’s Management Fee Structure MCT MNACT Base Fee Performance Fee
Slide 11: B. Rationale and Key Benefits of the Merger
B. Rationale and Key Benefits of the Merger
Slide 12: Rationale and Key Benefits of the Merger
Rationale and Key Benefits of the Merger 1 Proxy to Key Gateway Markets of Asia 2 Enhanced Diversification Anchored by High Quality Portfolio 3 Leapfrogs to Top 10 Largest REIT in Asia 4 Enlarged Platform Better Positioned to Unlock Upside Potential 5 Attractive Financial Returns to Unitholders 12 R
Slide 13: Proxy to Key Gateway Markets of Asia
1 Proxy to Key Gateway Markets of Asia 18 commercial properties across five key gateway markets of Asia with total AUM of over S$17 billion Festival Walk, Hong Kong SAR MBC I & II, Singapore S$4.5bn S$3.8bn Japan 9 assets Gateway Plaza, Beijing S$1.3bn South Korea 1 asset China VivoCity, Singapore S
Slide 14: Proxy to Key Gateway Markets of Asia
4 1 Proxy to Key Gateway Markets of Asia Combining regional and local operational capabilities with domain expertise to enhance future growth Assets under Management Assets under Management 10.4 years CAGR +11.5% 8.7 years CAGR +7.9% (IPO to Sep 2021) (IPO to Oct 2021) NAV per unit NAV per unit1 10.
Slide 15: Proxy to Key Gateway Markets of Asia
1 Proxy to Key Gateway Markets of Asia Deep liquidity in key gateway markets of Asia providing growth opportunities Total transaction volume of US$106.4bn1 in 2021 across key gateway markets of Asia Tapping into some of the largest and most established real estate markets in Asia (US$bn) 40 Contin
Slide 16: Proxy to Key Gateway Markets of Asia
1 Proxy to Key Gateway Markets of Asia Benefits from the long-term rise of Asia by capitalising on the resilient growth of key markets Continued importance as gateway between mainland China and the world One of the world’s key trade, logistics and financial hubs as economy recovers Retail Office / R
Slide 17: Enhanced Diversification Anchored by High Quality Portfolio
2 Enhanced Diversification Anchored by High Quality Portfolio Diversification across geographies and reduced single asset concentration strengthens portfolio resilience MCT MNACT Merged Entity KR 2% The Pinnacle Gangnam JP Other SG Japan 3% VivoCity Properties 10% HK SAR Properties 21% 36% 21% CN 26
Slide 18: Enhanced Diversification Anchored by High Quality Portfolio
2 Enhanced Diversification Anchored by High Quality Portfolio Improved cashflow stability from high quality tenants while reducing income concentration Top 10 tenants by GRI1 GRI contribution1 10.8% 3.2% 2.8% 2.4% MCT 2.0% 2.0% 1.9% 1.7% 1.6% - 28.3% Google BoA Undisclosed HSBC IMDA SAP Asia MIPL NT
Slide 19: Enhanced Diversification Anchored by High Quality Portfolio
2 Enhanced Diversification Anchored by High Quality Portfolio Continues to maintain high portfolio occupancy and well-staggered lease expiry profile Maintains high occupancy at 97.0%1 Maintains healthy WALE of 2.62 years 97.9% 97.0% 96.0% 36.1% 32.8% 27.0% 24.6% 23.4% 24.2% 21.9% 20.5% 20.2% 20.3% 1
Slide 20: Leapfrogs to Top 10 Largest REIT in Asia
3 Leapfrogs to Top 10 Largest REIT in Asia Secures position as a flagship commercial REIT with one of the broadest Asian mandate Top 10 REITs in Asia by market Top REITs in Asia by market capitalisation capitalisation 24.7 #7 (S$bn) 13.3 13.2 12.7 12.3 #13 #29 10.6 10.51 10.4 9.4 8.9 8.7 8.0 7.1 6.6
Slide 21: Enhanced free float, trading liquidity and index representation
3 Leapfrogs to Top 10 Largest REIT in Asia Enhanced free float, trading liquidity and increased index representation Expected improvement in trading liquidity Leverage on MCT’s inclusion in indices Free Float (S$bn) 1 FTSE EPRA Nareit Developed Market, Developed Index and 86% Developed Asia Index
Slide 22: Enlarged Platform Better Positioned to Unlock Upside Potential
4 Enlarged Platform Better Positioned to Unlock Upside Potential Enhanced financial flexibility to pursue more growth opportunities Better positioned to pursue Strengthens ability to compete for Boosts capacity to undertake asset larger acquisitions and capital growth opportunities enhancement
Slide 23: Attractive Financial Returns for MCT Unitholders
5 Attractive Financial Returns for MCT Unitholders DPU and NAV accretive1 to MCT Unitholders Pro forma DPU (1H FY21/22) Pro forma NAV per Unit (ex-distribution2) (30 Sep 2021) Singapore cents S$ 4.72 4.78 1.80 1.79 1.68 4.39 Assuming all MNACT Assuming MNACT Assuming all MNACT Assuming MNACT Unithol
Slide 24: Attractive Financial Returns for MNACT Unitholders
5 Attractive Financial Returns for MNACT Unitholders Scheme Consideration is at a premium over MNACT’s trading prices and in-line with NAV per Unit 1.00x Scheme Consideration per MNACT Unit: S$1.19491 +7.6% +11.6% +14.4% +17.5% +17.8% +17.3% S$1.1949 S$1.1100 S$1.0707 S$1.0449 S$1.0173 S$1.0142 S$1.
Slide 25: Attractive Financial Returns for MNACT Unitholders
5 Attractive Financial Returns for MNACT Unitholders Premium over MNACT’s trading prices are more than 1 to 2.5 years of DPU1 In Singapore cents per unit Scheme Consideration per MNACT Unit: 119.49 Singapore cents2 8.49 12.42 15.00 17.76 18.07 17.65 111.00 107.07 104.49 101.73 101.42 101.84 Trading
Slide 26: C. Conclusion
C. Conclusion
Slide 27: Post-Merger: A Flagship Asia Commercial REIT with Stability and Scale
Post-Merger: A Flagship Asia Commercial REIT with Stability and Scale Strength Growth Festival Walk, Hong Kong SAR MBC, Singapore Creates a proxy to key gateway markets of Asia Anchored by high quality and diversified portfolio Gateway Plaza, Beijing Leapfrogs to top 10 largest REIT in Asia VivoCity
Slide 28: Continued Support and Strong Commitment from Sponsor
Continued Support and Strong Commitment from Sponsor Well-supported by a strong Sponsor with an established global presence S$66.3bn >2,580 13 Total AUM Employees Markets Proven track record in Over 360 awards and Award-winning Established network real estate development, accolades, marking properti
Slide 29: Reaffirming Our Commitment to Sustainability
Reaffirming Our Commitment to Sustainability Making a positive impact to our stakeholders and the environment while delivering long-term value Where we are now Our journey forward Aligned to United Nations Sustainable Development Incorporating wider ESG issues into policies and Goals Overall ESG
Slide 30: D. Required Approvals and Timeline
D. Required Approvals and Timeline
Slide 31: Unitholders’ Approvals Required for MCT
Unitholders’ Approvals Required for MCT Resolutions 1, 2 and 3 are inter-conditional Approvals Requirements Parties to abstain At the EGM 1 Proposed merger of MCT and MNACT by way of a trust More than 50% of the total The Sponsor and its scheme of arrangement as an interested person number of vo
Slide 32: Unitholders’ Approvals Required for MNACT
Unitholders’ Approvals Required for MNACT Resolution 1 is not conditional on Resolution 2 being passed, but Resolution 2 is contingent upon the approval of Resolution 1 Approvals Requirements Parties to abstain 1 At the EGM At least 75% of the total All MNACT Unitholders can number of votes cast
Slide 33: Indicative Timeline
Indicative Timeline Key Event Expected Date Joint Announcement of Trust Scheme 31 December 2021 First Court Hearing to convene the Scheme Meeting1 By end-March 2022 Despatch of EGM Circular by MCT By end-March 2022 Despatch of Scheme Document by MNACT By end-March 2022 MCT’s EGM By mid-April 2022 MN
Slide 34: Investor and Media Contacts
Investor and Media Contacts Investor contact MCT primary investor contact DBS Bank Ltd. Telephone: +65 6878 4649 MNACT primary investor contact The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch Telephone: +65 9784 9209 Media contact Citigate Dewe Rogerson Telephone: +65 6534 51
Slide 35: Thank You
mapleiree mapletree commercial north asia commorcia Thank You 35
Slide 36: E. Appendix
E. Appendix
Slide 37: Overview of Mapletree Commercial Trust
Overview of Mapletree Commercial Trust Listed in 2011 with three assets, MCT’s portfolio now comprises 5 prime properties in Singapore, with an established position in the Greater Southern Waterfront, a location earmarked for urban transformation S$8.8bn 5.0m sq ft 96.0% 2.8 years 33.7% Assets under
Slide 38: Overview of Mapletree North Asia Commercial Trust
Overview of Mapletree North Asia Commercial Trust Listed in 2013, MNACT’s portfolio comprises 13 high quality properties in key gateway markets of Asia S$8.3bn 5.9m sq ft 97.9% 2.5 years 42.2% Assets under NLA Portfolio Occupancy1 WALE Gearing Ratio2 Management Proven track record in pursuing acquis
Slide 39: Funding by MCT of the Merger
Funding by MCT of the Merger Assuming MNACT Unitholders except for MIPL elect to Assuming all MNACT Unitholders elect to receive the receive the Cash-and-Scrip Consideration – Total Scrip-Only Consideration – Total S$4,233.7m S$4,236.2m Sources of Funds1 Uses of Funds3 Sources of Funds2 Uses of Fund
Slide 40: Market Outlook: Singapore
Market Outlook: Singapore One of the world’s key global trade, logistics and financial hubs Underpinned by world-class Retail sales to return to pre-COVID levels by Business parks located in the Rest of infrastructure, stable and end 2023 with easing restrictions Central Region enjoy rental premiu
Slide 41: Market Outlook: China
Market Outlook: China World’s second largest economy and the only major economy to post GDP growth in 2020 Underpinned and driven by the Beijing’s Lufthansa Grade A office market to Strong demand from IT and biomedical output of its Tier 1 cities recover by early 2023 sectors to outstrip supply an
Slide 42: Market Outlook: Hong Kong SAR
Market Outlook: Hong Kong SAR Continued importance as gateway between mainland China and the world as economy recovers Pivotal role in serving as a Retail market and consumer sentiments Office leasing demand expected to improve gateway connecting Mainland expected to improve and gather pace as and
Slide 43: Market Outlook: Japan
Market Outlook: Japan World’s third largest economy supported by strong core industries World’s 3rd largest economy Resilient demand expected for offices in Growing popularity of satellite offices and has one of the most decentralised and suburban areas given developed office markets in Housing
Slide 44: Market Outlook: South Korea
Market Outlook: South Korea Resilient economy through COVID-19; good recovery momentum expected 10th largest global economy Gangnam Business District office sector No new supply in GBD with record low and the 4th largest in Asia by continues to outperform given strong vacancies GDP demand from tec
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