Esr-REIT · SGX:9A4U
Esr-REIT — Merger or Acquisition (October 2021)
35 slides from Esr-REIT's merger presentation, October 2021
Slide 1: Proposed Merger with ARA LOGOS Logistics Trust
Proposed Merger with ARA LOGOS Logistics Trust (“the Merger”) October 2021
Slide 2: Important Notice
Important Notice This presentation shall be read in conjunction with ESR-REIT’s results announcements for the half year ended 30 June 2021. Important Notice The value of units in ESR-REIT ("Units") and the income derived from them may fall as well as rise. Units are not investments or deposits in, o
Slide 3: Transaction Overview
Transaction Overview Right: 16 Tai Seng Street | High-Specs Industrial
Slide 4: Proposed Merger by Way of a Trust Scheme
Proposed Merger by Way of a Trust Scheme Proposed Merger of Two “Best-in-Class” Platforms: Scheme Consideration of S$1.4bn shall be satisfied by: 10% Cash Consideration 90% Stock Consideration S$0.95 S$0.095 in cash(1) 1.6765 new ESR-REIT per ALOG Unit Units(2) issued at S$0.51 The Scheme Considerat
Slide 5: A Transformational Transaction
A Transformational Transaction 58 S$3.4Bn(1) 29 S$2.0Bn(1) (2)(3) Portfolio Total Assets Portfolio Total AUM Assets Properties Properties(3) 36 47.0% 5 100.0% Fund Exposure to Logistics Fund Exposure to Properties and High-Specs Properties Logistics Industrial(2) Properties(2) Creating a Leading New
Slide 6: Structure Post-Merger
Structure Post-Merger Post-Merger, ALOG will become a wholly-owned sub-trust of ESR-REIT and the ESR-LOGOS REIT will continue to be managed by the ESR-REIT Manager ESR-LOGOS REIT Structure Post-Merger(1) ESR-LOGOS REIT ESR Cayman Summit Group (3) minority Limited unitholders 10.9%(2) 12.7%(4) 76.4%
Slide 7: Key Benefits of the Merger
Key Benefits of the Merger Right: 46A Tanjong Penjuru | Logistics & Warehouse
Slide 8: Key Benefits of Merger
Key Benefits of Merger Focused on Sustainable In-Demand 1 New Economy Properties Size Increasingly Matters: Larger 2 Size Raises Profile, Increases Liquidity and Enhances Quality Transformational Scale and 3 Unrivaled Access to Leading Sponsor's Pipeline / Network 4 Value Accretive for Unitholders 5
Slide 9: To Benefit From The Largest Secular Growth Opportunity in APAC
Focused on Sustainable In-Demand New Economy Properties 1 To Benefit From The Largest Secular Growth Opportunity in APAC Consumption Production Delivery Digitalisation of the Economy & Increasing E-commerce Penetration Transformation of Global Supply Chain Positive Sentiment & Growth for Supports Lo
Slide 10: Portfolio Underpinned by In-Demand Sectors
Focused on Sustainable In-Demand New Economy Properties 1 Portfolio Underpinned by “In-Demand” Sectors c.65.7%(1) of ESR-LOGOS Portfolio’s exposure is underpinned by New Economy(2) Real Estate ESR-LOGOS REIT Benefits From Increased Product Offering to “In-Demand” Sectors Before the Merger After the
Slide 11: Increased Strategic Presence In Australia's Attractive Logistics Market
Focused on Sustainable In-Demand New Economy Properties 1 Increased Strategic Presence In Australia’s Attractive Logistics Market Addition of 20 portfolio properties and stakes in 2 Australia logistics-focused funds will enhance the quality of the ESR-LOGOS REIT’s presence in Australia ESR-LOGOS Wha
Slide 12: Lower Portfolio Risks with Increased Diversification
Size Increasingly Matters 2 Lower Portfolio Risks with Increased Diversification Increased Geographical Diversification Balanced Income Profile Diversify portfolio exposure 12.9% and increased presence in 24.3% 41.1% attractive Australian logistics sector Income Gross Gross Gross Gross Rental Rent
Slide 13: Improved Tenant Quality and Reduced Concentration Risk
Size Increasingly Matters 2 Improved Tenant Quality and Reduced Concentration Risk No single tenant accounts for more than 4.6% of the ESR-LOGOS REIT’s GRI Top 10 ESR-LOGOS REIT Tenants by Rental Income(1) Reduced Contribution by Top 10 Tenants(1) Listed(2) Investment (4) (5) (6) (7) 29.4% Top 10 Gr
Slide 14: Opportunities for Operational Synergies & Portfolio Optimisation
Size Increasingly Matters 2 Opportunities for Operational Synergies & Portfolio Optimisation Enhanced size and scale will bring about opportunities for operational synergies and portfolio optimisation potential No. of Portfolio Properties(1) Total Net Leasable Area(1) (mm sqm) No. of Tenants(1) 58 2
Slide 15: Lead to More Competitive Costs of Capital
Size Increasingly Matters 2 Lead to More Competitive Costs of Capital The ESR-LOGOS REIT will benefit from continued reduction in its cost of capital Larger Free-Float Market Capitalisation(1) Competitive Cost of Debt & Enhanced Capital Structure (S$’bn) % Free-Float Market Cap Free-Float Market Cap
Slide 16: Transformational Scale and Sponsor's Network
Transformational Scale and Sponsor's Network 3 Creating a Future-Ready APAC S-REIT Sponsored by the ESR Group Accelerates the transformation into a Future-Ready APAC S-REIT with a total asset size of S$5.4(1) bn and backed by a developer Sponsor S-REIT Ranking by Total Assets(1) Other Industrial S-R
Slide 17: Accessing the Sponsor's Global Tenant Network
Transformational Scale and Sponsor's Network 3 Accessing the Sponsor’s Global Tenant Network The ESR-LOGOS REIT can leverage on the Sponsor’s strong network and access their global tenant network Sponsor’s Strategic Symbiotic Relationship with New Economy Lease Profile by Industry Key Tenants Tenant
Slide 18: Leverage ESR Group's Financial Strength & Operating Platform to Grow
Transformational Scale and Sponsor's Network 3 Leverage ESR Group’s Financial Strength & Operating Platform to Grow Leverage on ESR Group’s operating platform, financial strength, footprint and network to accelerate growth trajectory Initial c.US$2bn of Visible & Executable Asia Pacific New Economy
Slide 19: The Largest New Economy Pipeline to Supercharge Growth
Transformational Scale and Sponsor's Network 3 The Largest New Economy Pipeline to Supercharge Growth Leverage largest new economy pipeline to supercharge growth ESR Group is the Largest …with c.1.8x Development #1 by #1 by ESR Group has Largest New #1 by S-REIT Sponsor (by AUM(1)) WIP(3) Larger tha
Slide 20: Provide Greater Access to Growth Opportunities
Transformational Scale and Sponsor's Network 3 Provide Greater Access to Growth Opportunities Larger scale enhances ability and flexibility to undertake new, larger developments and / or redevelopments to drive value accretive growth Development Headroom(1) ESR-LOGOS REIT Has Greater Capacity & Flex
Slide 21: DPU Accretive Transaction for ESR-REIT Unitholders
Value Accretive for Unitholders 4 DPU Accretive Transaction for ESR-REIT Unitholders The Merger is expected to be DPU accretive to ESR-REIT Unitholders on a FY2020 pro forma basis Distribution per Unit(1) (Singapore Cents) FOR ILLUSTRATIVE PURPOSES ONLY – NOT A FORWARD LOOKING PROJECTION Accretion +
Slide 22: Further Propel ESG Offerings with Reinforced Commitment
Enhanced ESG Offering 5 Further Propel ESG Offerings with Reinforced Commitment Green Initiatives and ESG Efforts 1 Building Certifications On-going Solar Harvesting Programme with 9 properties in Singapore Reducing our installed with solar panels carbon Over 21,000 solar panels installed across roo
Slide 23: Approvals Required
Approvals Required Right: 55 Tonka Street, Luscombe, QLD | Logistics & Warehouse
Slide 24: Unitholder Approvals Required for ESR-REIT
Unitholder Approvals Required for ESR-REIT Approvals Required Requirements More than 50% of the total number of votes cast(1) Merger (Ordinary Resolution) ESR Cayman Limited, Summit Group, Mitsui and their respective associates are required to abstain from voting More than 50% of the total num
Slide 25: Approvals Required for ALOG
Approvals Required for ALOG Approvals Required Requirements Amendment of Trust Deed ● Special resolution – i.e., 75% votes(1) (To Incorporate Scheme On 11 October 2021, Ivanhoe Provisions) ● All unitholders can vote(2) Cambridge Asia Inc., which (Resolution 1) as the date thereof owns 126,696,800 A
Slide 26: Indicative Timeline
Indicative Timeline Right: 16 Tai Seng Street | High-Specs Industrial
Slide 27: Expected Indicative Timeline
Expected Indicative Timeline 1 2 4 6 December 2021 Early January 2022 February 2022 Expected date of first Early February 2022 ESR-REIT EGM Expected delisting of Court hearing of the Expected Effective ALOG from the SGX- application to convene (AM Time) Date of the Scheme(2) ST the Scheme Meeting(1)
Slide 28: Key Takeaways for the Merger
Key Takeaways for the Merger Merger is transformational and accelerates pivot to New Economy sectors 1 There has been a paradigm shift in the way goods are Produced, Delivered and Consumed ESR-LOGOS REIT is well-positioned to benefit from the largest secular trends in APAC Merger accelerates t
Slide 29: Appendix
Appendix Right: 55 Tonka Street, Luscombe, QLD | Logistics & Warehouse
Slide 30: Financing Considerations
Financing Considerations FOR ILLUSTRATIVE PURPOSES ONLY Illustrative Uses Approximately S$2,384.5m comprising: − Implied aggregate Scheme Consideration of approximately S$1,377.7m − Refinancing of ALOG’s total borrowings and related interest rate swaps of approximately S$768.7m and upfront land pr
Slide 31: Singapore
Singapore Valuation(1) (S$m) 260.4 Valuation(1) (S$m) 126.7 Valuation(1) (S$m) 37.8 Occupancy Rate (%) 95 Occupancy Rate (%) 91 Occupancy Rate (%) 100 [] GFA (Sqm): 213,297 [] GFA (Sqm): 32,022 [] GFA (Sqm): 30,575 Land Lease Land Lease Land Lease 2035 2065 2039 Expiry (year): Expiry (year): Expiry
Slide 32: Australia
Australia Victoria Victoria Victoria Valuation(1) (S$m) 39.5 Valuation(1) (S$m) 31.5 Valuation(1) (S$m) 25.5 Occupancy Rate (%) 100 Occupancy Rate (%) 100 Occupancy Rate (%) 100 [] GFA (Sqm): 21,279 [] GFA (Sqm): 20,125 [] GFA (Sqm): 16,303 Land Lease Land Lease Land Lease Freehold Freehold Freehold
Slide 33: Australia
Australia Queensland Queensland Queensland Valuation(1) (S$m) 9.2 Valuation(1) (S$m) 20.0 Valuation(1) (S$m) 35.1 Occupancy Rate (%) 86 Occupancy Rate (%) 100 Occupancy Rate (%) 100 [] GFA (Sqm): 9,481 [] GFA (Sqm): 5,709 [] GFA (Sqm): 13,363 Land Lease Land Lease Land Lease Freehold Freehold Freeho
Slide 34: Australia
Australia Port of Brisbane, Queensland Port of Brisbane, Queensland Port of Brisbane, Queensland Valuation(1) (S$m) 58.7 Valuation(1) (S$m) 15.8 Valuation(1) (S$m) 103.0 Occupancy Rate (%) 100 Occupancy Rate (%) 100 Occupancy Rate (%) 100 GFA(2) (Sqm): 81,770 [] GFA(2) (Sqm): 55,530 [] GFA(2) (Sqm):
Slide 35: Investor and Media Contacts
Investor and Media Contacts Primary Investor Contact Citigroup Global Markets Singapore Pte. Ltd. Investment Banking Telephone: +65 6657 1959 Maybank Kim Eng Securities Pte. Ltd. Investment Banking Telephone: +65 6231 5179 Media Contact Citigate Dewe Rogerson Singapore Chia Hui Kheng / Winston Choo