Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — OUE Hospitality Trust — Merger or Acquisition (November 2014)
29 slides from Singapore Exchange's merger presentation, Nov 28, 2014
Slide 1: Proposed Acquisition and Master Lease of Crowne Plaza Changi Airport Hotel and its Future Extension
Click to edit Master title style Proposed Acquisition and Master Lease of Crowne Plaza Changi Airport Hotel and its Future Extension 28 November 2014
Slide 2: Important Notice
Important Notice Credit Suisse (Singapore) Limited, Goldman Sachs (Singapore) Pte. and Standard Chartered Securities (Singapore) Pte. Limited were the joint global coordinators and issue managers for the initial public offering of OUE Hospitality Trust. The value of stapled securities in OUE Hospita
Slide 3: Overview of Transaction
F : —— = 1) ae, «! be : i! vray ohh: ee HOSPITALITY Overview of Transaction
Slide 4: Overview of Proposed Transaction
Overview of Proposed Transaction Property to be Crowne Plaza Changi Airport Crowne Plaza Changi Airport (CPCA)1 Combined CPCA & CPEX Acquired Extension (CPEX)2 No. of Guestrooms 320 243 563 Property Acquisition S$290.0 million S$205.0 million S$495.0 million Price Expected Acquisition 4.5%3 4.6%4 Yi
Slide 5: Property Details
Property Details Crowne Plaza Changi Airport and its Extension Singapore Changi Airport – The hotel has direct access to the passenger terminals. It is within a short distance to Location Changi Business Park and Singapore Expo, and is connected to the city by expressway and mass rapid transit (MRT)
Slide 6: Independent Valuations
Independent Valuations Property to be Crowne Plaza Changi Airport Crowne Plaza Changi Airport Combined CPCA & CPEX Acquired (CPCA)1 Extension (CPEX)2 No. of 320 243 563 Guestrooms Purchase S$290 million / S$205 million / S$495 million / Consideration / Per Key S$906,250 per key S$843,621 per key S$8
Slide 7: Overview of the Master Leases
Overview of the Master Leases Properties CPCA CPCA and CPEX No. of Guestrooms 320 563 Variable Rent Comprising Sum of: Variable Rent Comprising Sum of: (i) 1% of Hotel F&B Revenues; (i) 4% of Hotel F&B Revenues; (ii) 30% of Hotel Rooms and Other Revenues (ii) 33% of Hotel Rooms and Other Revenues no
Slide 8: Benefits of the Transaction
Benefits of the Transaction Crowne Plaza Changi Airport Lobby Lounge i. Increase DPS to stapled securityholders • Acquisition and Master Leases are expected to be accretive to distribution per stapled security (DPS) • On a pro forma basis, the Acquisition and Master Leases are expected to increase N
Slide 9: Benefits of the Transaction
Benefits of the Transaction ii. Opportunity to acquire a quality asset in a strategic location • Rare opportunity to own global brand name hotel asset with direct connection to Changi Airport terminal • Changi Airport is world's sixth busiest airport for international traffic. It served a record 5
Slide 10: Benefits of the Transaction
Benefits of the Transaction iii. Attractive growth potential in revenue per available Occupancy 90% 87% 88% 92% room • CPCA enjoys high occupancy of above 85% and has seen revenue $241 per available room (RevPAR) increasing from $231 in 2011 to $235 in 2013 $235 $235 • As at YTD Sep 20141, CPCA achi
Slide 11: Benefits of the Transaction
Benefits of the Transaction v. Reduced concentration risk • OUE H-Trust’s portfolio comprises Mandarin Orchard Singapore and Mandarin Gallery, which coexist in the same location in the Orchard Road shopping precinct • Acquisition of CPCA and CPEX would: Reduce OUE H-Trust’s concentration risk Fu
Slide 12: Overview of the Put Option Agreements
Overview of the Put Option Agreements • As at the date of this announcement, the Vendor holds (i) the right to a registered lease to the strata lot where CPCA is situated (the “CPCA Lease”) from Changi Airport Group (Singapore) Pte. Ltd. (“CAG”) pursuant to the building agreement in respect of CPCA
Slide 13: Overview of the Put Option Agreements (Cont'd)
Overview of the Put Option Agreements (Cont’d) Summary of the Put Option Agreements OUE H-REIT does not receive legal title to CPCA Lease 12 mths after completion Stapled CPCA Put Option Securityholders’ Agreement Approval for Extension Extension Approved (6 mths Extension Not OUE H-REIT for each ex
Slide 14: Overview of the Put Option Agreements (Cont'd)
Overview of the Put Option Agreements (Cont’d) • If the CPCA Put Option or Combined Put Option is exercised by the REIT Trustee in accordance with the CPCA Put Option Agreement or Combined Put Option Agreement respectively, the REIT Trustee shall be bound to sell and the Vendor shall be bound to pur
Slide 15: Impact on OUE H-Trust
Impact on OUE H-Trust • Method of Financing • Financial Impact • Portfolio Diversification
Slide 16: Method of Financing
Method of Financing • The REIT Manager intends to finance all acquisition costs relating to the Acquisition (save for the Acquisition Fee payable in Stapled Securities to the REIT Manager) through debt and/or equity financing. • In addition, the REIT Manager has secured commitment for the funding of
Slide 17: Financial Impact: Enhanced DPS
Financial Impact • Enhanced DPS Based on pro forma Distributable Income for the financial period from 25 July 2013 to 31 December 2013 i. Assuming 100% debt-funding1 DPS 3.14 3.06 2.90 FP2013 Proforma FP2013 Proforma FP2013 Post-Acquisition of Post-Acquisition of CPCA CPCA & CPEX ii. Assuming combin
Slide 18: Financial Impact: Maintain Healthy Balance Sheet
Financial Impact • Maintain Healthy Balance Sheet • Gearing – Assuming the acquisition is 100% debt-funded, OUE H-Trust’s gearing will be within 60% gearing limit under the Property Funds Appendix – OUE H-REIT has been assigned a Ba1 rating from Moody’s • NAV – No material impact on NAV of S$0.92 as
Slide 19: Increased Asset Diversification
Increased Asset Diversification Pre-Acquisition Post-Acquisition Breakdown by Asset Value Pre-Acquisition1 Breakdown by Asset Value Post-Acquisition Crowne Plaza Mandarin Changi Airport Gallery S$495 m 2 Mandarin Orchard S$536 m 22% Singapore 31% S$1,220 m 54% Mandarin Mandarin Gallery Orchard S$536
Slide 20: Enhanced Income Diversification
Enhanced Income Diversification Pre-Acquisition Post-Acquisition Contribution by NPI Pre-Acquisition Contribution by NPI Post-Acquisition1 For the Period from For the Pro forma Period from 25 July 2013 to 31 December 2013 25 July 2013 to 31 December 2013 Crowne Plaza Mandarin Changi Airport Gallery
Slide 21: Greater Diversification of Hotel Customer Profile
Greater Diversification of Hotel Customer Profile Pre-Acquisition Post-Acquisition Customer Profile for Mandarin Orchard Singapore Portfolio Customer Profile Post-Acquisition1 (By Geography Based on Room Nights Occupied) (By Geography Based on Room Nights Occupied) YTD Sep 2014 YTD Sep 2014 South Ot
Slide 22: Hotel Customer Segments
Hotel Customer Segments Pre-Acquisition Post-Acquisition Customer Profile for Mandarin Orchard Singapore Portfolio Customer Profile Post-Acquisition2 (By Room Revenue)1 (By Room Revenue) YTD Sep 2014 YTD Sep 2014 Wholesale Wholesale 22% 19% Transient 52% Transient 50% Corporate Corporate 29% 28% 1“T
Slide 23: Conclusion
. ta tse, * I ee yy ae rl HOSPITALITY Conclusion TRUST
Slide 24: Conclusion
Conclusion • Acquisition is expected to enhance DPS Acquisition is Accretive • Based on pro forma FP2013, DPS expected to increase 0.16 cents or 5.5% post-acquisition of CPCA and 0.24 cents or 8.3% post-acquisition of combined CPCA and CPEX assuming acquisition is fully debt funded • Rare opportunit
Slide 25: Thank You
. ta tse, * a Wh. , cae : HOSPITALITY Thank You
Slide 26: About the Sponsor – OUE Limited
About the Sponsor – OUE Limited
Slide 27: OUE – Leading Property Developer in Singapore
OUE – Leading Property Developer in Singapore Track Record in Real Estate Ownership and Operations Diversified real estate owner, developer and operator with a real estate portfolio located in Asia and the US, across hospitality, retail, commercial and residential property segments Hospitality Comme
Slide 28: Proven Track Record in Asset Enhancement
Proven Track Record in Asset Enhancement Mandarin Gallery OUE Bayfront One Raffles Place Tower 2 Before redevelopment: Before redevelopment: Before redevelopment: After redevelopment: After redevelopment: After redevelopment: S$200 million conversion of the old hotel Redevelopment of the well lo
Slide 29: Thank you
. ta tse, * a Wh. , cae : HOSPITALITY Thank you
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