CapitaLand Integrated Commercial Trust · SGX:C38U
CapitaLand Integrated Commercial Trust — CapitaMall Trust — Merger or Acquisition (June 2006)
58 slides from CapitaLand Integrated Commercial Trust's merger presentation, Jun 26, 2006
Slide 1: Proposed Acquisition of 40% Interest in Raffles City
Proposed Acquisition of 40% Interest in Raffles City 26 June 2006
Slide 2: Important Notice
Important Notice THIS PRESENTATION IS AVAILABLE ONLY TO PERSONS WHO ARE NON-U.S. PERSONS, PERSONS WITH ADDRESSES OUTSIDE THE U.S. AND CANADA, AND TO EXISTING UNITHOLDERS IN JAPAN The information contained in this presentation is for information purposes only and does not constitute an offer or invit
Slide 3: Agenda
Agenda 1. Approvals Sought by CMT 2. Overview of Raffles City Acquisition 3. Key Benefits to Unitholders 4. Property Details & Enlarged Portfolio Overview 5. Strategy for Sustainable Growth 6. Circular to Unitholders and Timetable 7. Additional Enlarged Portfolio Details 3
Slide 4: Approvals Sought by CMT
Approvals Sought by CMT To seek unitholders’ approval for: 9 The proposed joint acquisition of Raffles City with CapitaCommercial Trust, together with the RCS Management Fee Supplement 9 The proposed issue of New Units under the Equity Fund Raising 9 The proposed placement of New Units to the Capita
Slide 5: Overview of Raffles City Acquisition
Overview of Raffles City Acquisition
Slide 6: Proposed Acquisition of 40% Interest in Raffles City
Proposed Acquisition of 40% Interest in Raffles City RAFFLES CITY (‘RC’) Raffles City Shopping Centre One of Singapore’s prime Raffles City Tower (“RC Shopping Centre”) landmark integrated developments (“RC Office Tower”) 4-storey shopping complex 42-storey office tower with with 301,824 sq ft of re
Slide 7: Proposed Acquisition Structure
Proposed Acquisition Structure Raffles City Building Raffles City Purchase Capital Expenditure & Property Related Price Asset Enhancement Liabilities S$2,085.0 million Works S$40.0 million S$41.0 million Total Purchase Consideration S$2,166.0 million Total Acquisition Cost (Including Estimated Acqui
Slide 8: Joint Ownership Structure
Joint Ownership Structure Proposed Acquisition and Joint Ownership of Raffles City 1 Management Appoints 40% Committee2 Appoints 60% of MC members of MC members (“MC”) manages 40% 60% RCS Trust ownership ownership owns Notes: 1 The proposed acquisition of Raffles City which is to be made through a j
Slide 9: Proposed Financing Structure
Proposed Financing Structure Equity Fund Raising (“EFR”) Proceeds from EFR of between S$240 million to S$420.0 million to be carried out at such time to be determined by the CMT Manager, to be used to repay the RC Bridge Loan, & balance for working capital purposes. RC Bridge Loan Long Term Borrowin
Slide 10: Detailed Financing Plan
Detailed Financing Plan RC Bridge Loan constitutes part of definitive financing plan to complete the CMT RC Acquisition Staggered timing for the Equity Fund Raising between CMT & CCT ensures the successful completion of the Raffles City acquisition and provides CMT with timing flexibility Source
Slide 11: Debt Financing
Debt Financing Efficient debt structure with maturity up to 2012 9 Existing Debt Rating 1,200 Existing Proposed Long-Term − AAA by Fitch and Borrowings5 to part-finance the Standard & Poor’s 1,000 Scenario A CMT RC Acquisition − Aaa by Moody’s Additional debt 800 under Scenario B 9 Existing Intere
Slide 12: Common RCS Management Fee Structure
Common RCS Management Fee Structure CMT’s Existing Management Fee Proposed RCS Trust Management Fee 0.25% Property Value 0.25% Deposited Property 2.85% Gross Revenue 4.00% Net Property Income Rationale for Fee Rationalisation Common basis of fee structure for RCS Trust by CMT Manager and CCT Manag
Slide 13: Key Benefits To Unitholders
Cap/taMall Key Benefits To Unitholders
Slide 14: Key Benefits To Unitholders
Key Benefits To Unitholders 9 Overall yield accretion 9 Asset size growth 9 Competitive strengths of Raffles City 9 Strengthen retail foothold in the Downtown Core of Singapore 9 Value creation opportunities at Raffles City 9 Income, geographical and segmental diversification 9 Increased free float
Slide 15: CMT RC Acquisition is Overall Yield Accretive – Scenario A
CMT RC Acquisition is Overall Yield Accretive – Scenario A1 Forecast Period Projection Year (1 September - 31 December 2006) (annualised) 2 (Financial year ending 31 December 2007) Existing Properties and Existing Properties and Issue Price Existing Properties CMT RC Acquisition Existing Properties
Slide 16: CMT RC Acquisition is Overall Yield Accretive – Scenario B
CMT RC Acquisition is Overall Yield Accretive – Scenario B1 Forecast Period Projection Year (1 September - 31 December 2006) (annualised) 2 (Financial year ending 31 December 2007) Existing Properties and Existing Properties and Issue Price Existing Properties CMT RC Acquisition Existing Properties
Slide 17: Asset Size Growth
Asset Size Growth Strengthens CMT’s position as the largest REIT in Singapore With the inclusion of the CMT RC Acquisition, CMT’s total deposited property will increase from S$3.5bn1 to S$4.3bn CMT RC Acquisition is in line with the CMT Manager’s vision to grow asset size in Singapore to between
Slide 18: Competitive Strengths of Raffles City
Competitive Strengths of Raffles City Strategic location with excellent connectivity City Hall MRT station is one of Singapore’s four major MRT interchange stations Direct connectivity to future Esplanade MRT Station on the Circle Line, expected to be fully operational by 2010 Tremendous traff
Slide 19: Competitive Strengths of Raffles City
Competitive Strengths of Raffles City Synergies drawn from integrated development components Integrated development Value creation opportunities through optimising office, retail, hotels and convention centre mix Large and diversified tenant base 49 office leases Diverse 144 retail leases
Slide 20: Strengthens Retail Foothold in the Downtown Core of Singapore
Strengthens Retail Foothold in the Downtown Core of Singapore CMT currently owns three prime retail assets in the Downtown Core, Funan DigitaLife Mall (“Funan”), Plaza Singapura and Bugis Junction, the latter two of which are strategically located with direct connectivity to MRT stations Inclusi
Slide 21: Value Creation Opportunities at Raffles City
Value Creation Opportunities at Raffles City Estimated Breakdown by GFA 1 Estimated Breakdown by NPI 2 RC Office Tower RC Car Park and other income 15% 3% RC Office Hotels and RC Tower convention Shopping 14% Centre Centre Hotels and 40% 15% RC convention Shopping Centre Centre 70% 43% Note: 1 Area
Slide 22: Value Creation Opportunities at Raffles City
Value Creation Opportunities at Raffles City Pro-active Tenant Remixing Opportunities to enhance existing retail offerings at RC Shopping Centre and improve marketing activities to attract higher shopper traffic and generate higher retail sales for tenants Improving facilities and amenities of R
Slide 23: Value Creation Opportunities at Raffles City
Value Creation Opportunities at Raffles City Growth Opportunity in the Hotels and Convention Centre Lease Long-term master lease to RC Hotels1 – For 20 years to 2016, with option to renew for further 20 years Cash flow stability – Step-up minimum rent and service charge projected to contribute a
Slide 24: Greater Income Diversification
Greater Income Diversification Total Net Property Income contribution from any single property decreases from 22.2% to no more than 18.3% Existing Properties 1 Existing Properties and CMT RC Acquisition 1 Other properties 5.0% Tampines Mall Tampines Other Raffles City 14.7% Bugis Mall properties 17.
Slide 25: Further Geographical and Segmental Diversification
Further Geographical and Segmental Diversification Caters to different tenancy demands in various parts of Singapore Increases participation in the retail markets comprising Singapore’s central residential areas, visitors to the Orchard Road shopping belt and workers in the CBD Increases penet
Slide 26: Increased Free Float and Liquidity
Increased Free Float and Liquidity Access to a larger investor base because of its increased free float, liquidity and potentially higher index contribution CMT’s total assets increases from approx. S$3.5bn1 to 9 Increased asset size approx. S$4.3bn, reinforcing its for greater economies position as
Slide 27: Collaboration with CCT
Collaboration with CCT Largest retail mall Largest office REIT owner in Singapore with owner in Singapore with approx. 2.4 million sq ft approx. 2.0 million sq ft of NLA of NLA Asset and Owns nine quality, property Owns eight top quality urban and suburban management office and car park reta
Slide 28: Property Details & Enlarged Portfolio Overview
Property Details & Enlarged Portfolio Overview
Slide 29: Raffles City – Summary
Raffles City – Summary Key Details Gross Floor Area 3,452,426 sq ft (or 320,738 sq m) Net Lettable Area Retail: 301,824 sq ft (or 28,040 sq m) Office: 379,801 sq ft (or 35,284 sq m) Total: 681,625 sq ft (or 63,324 sq m) Number of Leases Retail: 144 Office: 49 Hotels and Convention Centre: 1 Prime
Slide 30: Raffles City – Financial Information
Raffles City – Financial Information Raffles City financials are as follows1: Forecast Period Projection Year (1 Sep 06 – 31 Dec 06) (Financial Year Ending 31 Dec 07) (S$million)2 (S$million)2 Gross Rental Income 19.8 61.5 Less Property Operating (5.6) (17.2) Expenses 14.2 44.3 Net Property Income 4
Slide 31: Entire Portfolio – Summary
Entire Portfolio – Summary Well-balanced trade mix Trade Sector breakdown by monthly Gross Rental Income (excluding turnover rent) Existing Properties Existing Properties and CMT’s 40% interest in Raffles City Fo o d & B everage/Fo o d Co urt Fo o d & B everage/Fo o d Co urt Leisure and 3.40% 0.80
Slide 32: Lease Expiry Profile – The Entire Portfolio
Lease Expiry Profile – The Entire Portfolio Well balanced lease expiry profile Committed lease expiry profile by monthly Gross Rental Income (excluding turnover rent) Existing Properties Existing Properties and CMT’s 40% interest in RC Shopping Centre and CMT’s 40% interest in Raffles City 35.0 32
Slide 33: Entire Portfolio – Profit Forecast
Entire Portfolio – Profit Forecast1 Enhanced DPU with the inclusion of Raffles City in CMT’s Property Portfolio Projection Year CMT Gearing Level Increases to 37.1% and New Forecast Period (Financial year ending Units Issue price of S$2.20 Per New Unit (1 Sep — 31 Dec 2006) 31 Dec 2007) Existing E
Slide 34: CMT Pro Forma Balance Sheet
CMT Pro Forma Balance Sheet (As at 31 December 2005) As at 31 December 2005 Actual As adjusted (S$ million) (S$ million) Net asset value 2,258.11 2,484.22 Represented by Unitholder’s funds 2,258.1 2,484.2 Units in issue (‘000) 1,379.73 1,501.64 Net asset value per unit 1.64 1.65 (S$) Notes: 1 Based
Slide 35: Strategy for Sustainable Growth
Strategy for Sustainable Growth
Slide 36: Current Three-Pronged Growth Strategy
Current Three-Pronged Growth Strategy Acquisitions Asset Enhancement Active Leasing Acquisition, Active Leasing and Asset Enhancement form Core Components of Growth 11.02 ¢2 CRS Investment Asset Enhancement/ 3% Reconfiguration 21% Upfront Payment of IMM Land Premium 8% 3 Acquisitions 49% 6.78 ¢1 Act
Slide 37: Potential for Growth Domestically
Potential for Growth Domestically Abundant investment grade retail assets outside of CMT’s portfolio provides significant potential for further acquisition growth CMT’s significant share in the Singapore retail space provides it with increased leverage, management expertise and knowledge to capi
Slide 38: Extended Five-Pronged Growth Strategy
Extended Five-Pronged Growth Strategy Deliver Long-Term Growth to Unitholders New Wings of Growth : Extended 2-Pronged Strategy Invest up to 20% Stake in Participation in Local CapitaLand’s Proposed Development Projects China Retail REIT Overall Yield Accretive Innovative Asset Active Leasing Acquis
Slide 39: Invest up to 20% Stake in Proposed China Retail REIT
Invest up to 20% Stake in Proposed China Retail REIT CapitaLand, as Sponsor of CMT, has offered CMT up to 20% stake in proposed China Retail REIT at pre-listing stage Proposed China Retail REIT, to be listed in Singapore by end 20061, is expected to own 7 assets, worth over S$800 million Propo
Slide 40: CapitaRetail China Development Fund
CapitaRetail China Development Fund (“Development Fund”) Will invest in retail projects in the People’s Republic of China (“PRC”) Fund size of US$600 million (S$948 million) CapitaLand invested approx. 45% in the Development Fund Pipeline include portfolio of 21 Wal-Mart anchored malls under
Slide 41: CapitaRetail China Incubator Fund
CapitaRetail China Incubator Fund (“Incubator Fund”) Will warehouse retail projects with the potential to generate quality income after repositioning of the property, enhancing the asset or on completion of leasing activities Fund size of US$425 million (S$671 million) CapitaLand invested appr
Slide 42: CapitaLand's Extensive Retail Pipeline in China
CapitaLand’s Extensive Retail Pipeline in China Retail Mall Business Presence in China Approx. 30 assets in 25 cities measuring over 16 million sq ft Heilongjiang Changchun Beijing Nei Mongol Liaoning Tianjin Gansu Beijing Zibo Xinjiang Tianjin Mianyang Hebei Weifang Qinghai Ningxia Shanxi 2 cities
Slide 43: Investment Structure
Investment Structure Investors CapitaLand Investors approx. approx. approx. approx. 70% share 30% share 45% share 55% share of equity of equity of equity of equity INCUBATOR FUND DEVELOPMENT FUND Fund Size US$425 m (S$671 m) Fund Size US$600m (S$948m) Right of first refusal to acquire assets from De
Slide 44: Participation in Local Development Projects
Participation in Local Development Projects CMT’s asset size will increase from approx. S$3.5 bn1 to S$4.3 bn post acquisition of Raffles City Property Funds’ guidelines allow development projects up to 10% of the REIT’s asset size Intends to capitalise on significant asset size to take on dev
Slide 45: Circular to Unitholders and Timetable
Circular to Unitholders and Timetable
Slide 46: Approvals Sought by CMT
Approvals Sought by CMT To seek unitholders’ approval for: 9 The proposed joint acquisition of Raffles City with CapitaCommercial Trust, together with the RCS Management Fee Supplement 9 The proposed issue of New Units under the Equity Fund Raising 9 The proposed placement of New Units to the Capita
Slide 47: Key Dates and Times
Key Dates and Times Despatch of the Unitholders’ Circular 26 June 2006 Last date and time for lodging proxy forms 11 July 2006 at 1:00pm EGM 13 July 2006 at 1:00pm Completion of the acquisition 45 days after date of the sale and purchase agreement or 31 August 2006, whichever is later If the approva
Slide 48: Thank You
Thank You Cap/taMall P Trust
Slide 49: Contact Information
Contact Information CapitaMall Trust Management Limited 39 Robinson Road, #18-01 Robinson Point Singapore 068911 Tel: (65)-6536 1188 Fax: (65)-6536 3884 http://www.capitamall.com 49
Slide 50: Additional Enlarged Portfolio Details
Additional Enlarged Portfolio Details
Slide 51: Raffles City – Summary
Raffles City – Summary Tenancy Expiry Profile 1 Top 10 Tenants of Raffles City (As at 31 March 2006) % of Monthly Gross 45% 42.0% Trade Expiry Tenant Rental Income (exc. Sector Date 1 turnover rents) 40% RC Hotels (Pte) Ltd Hotel/Retail Dec 06, Feb 07, 42.4 Jun 07, Jul 08, 35% Nov 16 Robinson & Comp
Slide 52: Raffles City Shopping Centre
Raffles City Shopping Centre % Lease Expiry Top Ten Retail Tenants of RC Shopping Centre % of Monthly Gross 50% 47.6% Rental Income (excluding Tenant Trade Sector Expiry Date 1 turnover rents) 40% Robinson & Company Department Mar 07 20.3 (Singapore) Private Store % Lease Expiry 30% Limited 22.7% Co
Slide 53: Raffles City Office Tower
Raffles City Office Tower % Lease Expiry Top Ten Office Tenants of RC Office Tower % of monthly gross 90% rental income Expiry (excluding turnover Tenant Trade Sector date 1 rents) 64.1% 3 Economic Development Government & Government Jun 06 , 37.6 60% Board2 Linked Office Feb 08 Phillip Securities P
Slide 54: Entire Portfolio – Summary
Entire Portfolio – Summary Funan Jurong Junction DigitaLife Plaza Hougang Entertainment Bugis TM 8 Mall IMM Singapura Plaza Sembawang Centre Junction Raffles City Total Land Area 135,552 119,631 124,301 658,900 132,166 57,047 100,315 91,857 279,7131 352,917 2,052,399 (sq ft) Gross Floor 460,880 376,
Slide 55: Existing Properties and RC Shopping Centre – Top Tenants
Existing Properties and RC Shopping Centre – Top 10 Tenants No one tenant contributes more than 4.0% of monthly Gross Rental Income (excluding turnover rents) % of Monthly Gross Rental Income 1 Tenant Expiry Date (excluding turnover rents) Cold Storage Singapore (1983) Pte Ltd Jul-06, Aug-06, Sept
Slide 56: Existing Properties and Raffles City – Top Tenants
Existing Properties and Raffles City – Top 10 Tenants No one tenant contributes more than 4.7% of monthly Gross Rental Income (excluding turnover rents) % of Monthly Gross Rental Income Tenant Trade sector Expiry Date1 (excluding turnover rents) RC Hotels (Pte) Ltd Hotel/Retail Dec-06, Feb-07, Jun
Slide 57: System of Joint Ownership
System of Joint Ownership Joint ownership of a property is permissible under the updated MAS Property Funds Guidelines of 20 October 2005 Veto rights over key operational issues of the joint ownership are incorporated to protect interests of respective unitholders Management Committee (“MC”) w
Slide 58: The End
THE END Cap/taMall P Trust