Singapore Exchange Ltd. · SGX:S68
Singapore Exchange — Frasers Hospitality Trust — Merger or Acquisition (June 2022)
32 slides from Singapore Exchange's merger presentation, Jun 13, 2022
Slide 1: Privatisation by a wholly-owned subsidiary of Frasers Property Limited
> ERASERS HOSPITALITY TRUST Privatisation by a wholly-owned subsidiary of Frasers Property Limited 13 Jun 2022 tercontinental Singapore
Slide 2: Important Notice
Important Notice 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 SOLICITATION OF AN OFFER TO BUY SE
Slide 3: Transaction Summary
Transaction Summary Background to the Scheme Transaction Rationale Financial Evaluation of the Scheme Timeline and Approvals Required
Slide 4: > ERASERS
> ERASERS HOSPITALITY TRUST Fraser Suites Sydney
Slide 5: Transaction overview
Transaction overview Offeror Transaction Structure Scheme . Consideration Permitted Distributions! Key Approvals Required? 2. Frasers Property Hospitality Trust Holdings Pte. Ltd. (the “Offeror") + Wholly-owned subsidiary of Frasers Property Limited (“FPL") = Privatisation of Frasers Hospitality Tru
Slide 6: Background to the Scheme
FRASERS HOSPITALITY TRUST Background to the Scheme
Slide 7: Strategic review by the FHT Independent Directors and options considered
Since FHT’s strategic review announcement made on 8 April 2022, the FHT Independent Directors had with the assistance of their financial adviser DBS Bank, explored various possible strategic options to enhance and unlock value for the Stapled Securityholders and sought to deliver a proposal which co
Slide 8: The Scheme to privatise FHT is the outcome of a robust strategic review (2/2)
The Scheme to privatise FHT is the outcome of a robust strategic review conducted by the FHT Independent Directors (2/2) Credible option for Stapled Securityholders to real A investments with a high degree of certainty at an attrac! Further bac nd ofthe strategicjreview Represents a credible offer f
Slide 9: Transaction Rationale
Z J] FRASEES TRUST Transaction Rationale Novotel Sydney Darling Square
Slide 10: FHT encountered long-term challenges and obstacles which limited its growth
FHT encountered long-term challenges and obstacles which limited its growth @) Obstacles in growing distribution per Stapled Security (“DPS”) and net asset value (“NAV”) + Muted growth in FHT’s key hospitality markets since IPO despite: (a) FHT’s proactive pursuit of yield-accretive acquisitions; an
Slide 11: NAV per Stapled Security and DPS since IPO
NAV per Stapled Security (S$ cents) DPS (S$ cents) 8.0 100 6.0 7.6 4.0 5.4 50 5.0 4.8 4.4 1.4 2.0 1.0 83.0 86.4 82.9 81.6 77.7 73.0 65.2 64.8 0.0 0 IPO FP15 FY16 FY17 FY18 FY19 FY20 FY21 11
Slide 12: FHT's operating markets experienced muted growth
FHT’s operating markets experienced muted growth . Pre-COVID-19" Pre-COVID-191 Pre-COVID-19" Singapore RevPAR CAGR: RevPAR CAGR: | Sydney RevPAR CAGR: -0.9% . cy) RevPAR (CY) om DR (LCY) RevPAR(LCY) —@—Oce Melbourne Pre-COVID-19" Kobe Pre-COVID-191 Kuala Lumpur Pre-COVID-19" RevPAR CAGR: RevPAR CAGR
Slide 13: A strengthening SGD has offset local currency revaluation gains
A strengthening SGD has offset local currency revaluation gains Concerted efforts were made by FHT to grow since IPO but it has faced significant headwinds from adverse FX trends which have offset valuation gains made by FHT’s portfolio over the years Operational currencies have weakened against S$
Slide 14: Timing and speed of a full recovery from COVID-19 remain uncertain
Timing and speed of a full recovery from the impact of COVID-19 remain uncertain While countries re-open borders and move into an endemic phase whilst making a gradual recovery from the unprecedented impacts of the COVID-19 pandemic, the operating performance of FHT’s assets remain significantly bel
Slide 15: Geopolitical tensions and looming recessionary pressures add uncertainty
Geopolitical tensions and looming recessionary pressures add further uncertainty to the recovery outlook Ongoing Russia-Ukraine conflict compounded existing COVID-19 pandemic-induced supply chain disruption and surges in commodities pricing, thereby triggering interest rate hikes and heightened rece
Slide 16: Further strengthening in S$ could limit revaluation gains and DPS growth
Further strengthening in S$ could potentially limit any potential revaluation gains and DPS growth from a COVID-19 recovery Strengthening of S$ may potentially limit the growth of FHT’s DPS and NAV amidst recovery from COVID-19 pandemic S$ likely to remain strong vs. FHT’s operational currencies? (%
Slide 17: Size matters and is essential in enabling liquidity and growth
Size matters and is essential in enabling liquidity and growth e to its peers ina market wh ns growth and trading perform FHT is the 24 smallest hospitality trust on the SGX-ST in terms of asset size and free float market capitalisation with its S-REIT peers being generally c. 1.5 to c. 3.5 times la
Slide 18: > ERASERS
> ERASERS HOSPITALITY TRUST Fraser Suites Sydney
Slide 19: Financial Evaluation of the Scheme Consideration
nancial Evaluation of the Scheme Consideration au P/NAV as implied by the Scheme Consideration of 1.07x exceeds historical averages of FHT’s trading multiples since IPO, current trading multiples of other listed Singapore hospitality trusts and precedent S-REIT privatisations Premia of 45.4%, 48.5%,
Slide 20: NAV per Stapled Security bridge to Scheme Consideration
0.7000 0.6534 (0.0096) 0.0027 (0.0070) 0.0124 0.6519 NAV per Stapled Valuation and FX FX change in Reported Divestment of Latest Adjusted Scheme Security as at changes in FHT Borrowings 1H FY22 Sofitel Sydney NAV Consideration 31 Mar 2022 Properties' distributions Wentworth valuation 20
Slide 21: P/NAV multiple implied by Scheme Consideration allows an attractive exit
P/NAV multiple implied by Scheme Consideration allows Stapled Securityholders to exit at an attractive valuation P/NAV as implied by the Scheme Consideration’ against benchmarks 2 2 2 3 4 P/NAV as implied by the 1-Year Average 3-Year Average 5-Year Average Average Average of precedent” Average of ho
Slide 22: Scheme Consideration premium to 1M, 3M, 6M and 12M VWAP
Scheme Consideration represents a premium of 45.4%, 48.5%, 47.7% and 43.8% to the 1M, 3M, 6M and 12M VWAP respectively? Scheme Consideration: S$0.700 per Stapled Security 22.8% 45.4% 48.5% 47.7% 43.8% Last Transacted Price® 1-month VWAP 3-month VWAP 6-month VWAP 12-month VWAP
Slide 23: Premia exceed average premia in precedent S-REIT privatisations
Premia over benchmark prices exceed average premia paid in precedent S-REIT privatisations over most corresponding benchmark periods? Premia over Benchmark Prices (%) 48% Last Transacted Price” 1-month VWAP 3-month VWAP. 6-month VWAP 12-month VWAP MFHT ~~ mAverage of Precedent S-REIT privatisations
Slide 24: Provides a higher total return for Stapled Securityholders
Provides a higher total return for Stapled Securityholders! than 2 out of 3 of FHT’s peers’ over the same period Total Returns Analysis Since IPO Total returns analysis for Stapled Securityholders Average entry cost of a Stapled Securityholder who Sum of Scheme P P Consideration and total and subscr
Slide 25: Premium of 16.7% to analyst consensus target price
Scheme Consideration represents a premium of 16.7% to analyst consensus target price! in 2022 Average consensus target price: S$0.600 per Stapled Security S$0.700 S$0.550 Scheme Consideration Maybank Kim Eng 30 May 2022 1The were complied from Bloomberg L.P. as of 8 Jun 2022 $$0.650 DBS Bank 25 Mar
Slide 26: Pre-COVID-19 adjusted NAV bridge to Scheme Consideration
0.0027 (0.0070) 0.0124 0.7029 0.7000 0.0415 0.6534 NAV per security Pre-COVID FX change in Declared Divestment of Pre-COVID-19 Scheme as at valuation Borrowings 1H FY22 Sofitel Sydney Adjusted NAV Consideration 31 Mar 2022 adjusted distributions Wentworth at May 2022 FX 26
Slide 27: > ERASERS
> ERASERS HOSPITALITY TRUST ibis Styles London Gloucester Road
Slide 28: The Scheme is subject to Stapled Securityholder approval and other conditions
The Scheme will be subjected to the approval of the Stapled Securityholders and various other conditions Stapled Securityholder Approvals Requirements Amendment of FHT Trust Deeds (Extraordinary Resolution) (‘FHT Scheme =" Approval of not less than 75.0% of the total number of votes cast Amendments”
Slide 29: Expected Indicative Timetable
Expected Indicative Timetable The S ne is expected to be effective by 4Q FY2022 1 13 June 2022 Mid August 2022 5 Mid September 2022 4Q 2022 * Joint Announcement of Expected Despatch of = Expected date of second = Expected Delisting of FHT Scheme Scheme Document, Court hearing for Court notice of Sch
Slide 30: Investor Contacts
Investor Contacts Investor Contact | Financial Adviser to the FHT Managers DBS Bank Ltd. Strategic Advisory Telephone: +65 6878 3913 Media Contact FHT Investor Relations PR Adviser to the FHT Managers FHT Investor Relations Klareco Communications Pte. Ltd. Ms. Low Ru Yan Ms. Grace Zhang / Ms. Crysta
Slide 31: Responsibility Statement
Responsibility Statement The directors of the FHT Managers (including those who may have delegated detailed supervision of this presentation) have taken all reasonable care to ensure that the facts stated and opinions expressed in this presentation (other than those relating to the Offeror or any op
Slide 32: Thank You
2 ZH iBAsis TRUST Thank You
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