CapitaLand Integrated Commercial Trust · SGX:C38U
CapitaLand Integrated Commercial Trust — CapitaLand Mall Trust — Merger or Acquisition (September 2020)
56 slides from CapitaLand Integrated Commercial Trust's merger presentation, Sep 4, 2020
Slide 1: Proposed Merger with CapitaLand Commercial Trust
CAPITALAND MALL TRUST Proposed Merger with CapitaLand Commercial Trust 4 September 2020
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: Contents
Contents Transaction overview COVID-19 impact assessment Key benefits of the Merger Approvals required and indicative timetable Appendices 3
Slide 4: Transaction overview
Transaction overview Bedok Mall
Slide 5: A Merger of equals: A proactive response to the changing Singapore real estate landscape
A Merger of equals: A proactive response to the changing Singapore real estate landscape The Merger rationale remains valid and has been reinforced by the impact of COVID-19 Singapore retail and office sectors Trend towards decentralisation, mixed-use precincts and continue to evolve and integrated
Slide 6: Overview of transaction terms
Overview of transaction terms Scheme Consideration Merger to be effected through the acquisition by Transaction CMT of all the CCT Units held structure by unitholders of CCT by way 0.720 S$0.2590 of a trust scheme of arrangement new CMT Units in cash(3) per CCT Unit(2) per CCT Unit The CMT Manager h
Slide 7: CapitaLand Integrated Commercial Trust
CapitaLand Integrated Commercial Trust Creation of one of the largest REITs in Asia Pacific 24 ~3,300 10.4 million sq ft S$1.0 billion S$22.4 billion 96.3% Properties(1) Tenants Net Lettable Area(2) Net Property Income(3) Portfolio Property Value(4) Committed Occupancy(5) Largest proxy for Singapore
Slide 8: Investment focus and structure of the Merged Entity
Investment focus and structure of the Merged Entity Investment focus Structure of the Merged Entity Income producing assets CapitaLand Others Limited(1) 28.9%(2) 71.1%(2) Retail CMT CapitaLand (to be renamed REIT manager Mall Trust CapitaLand Integrated Management Commercial Trust)(4) Limited(3) One
Slide 9: COVID-19 impact assessment
COVID-19 impact assessment Bugis Junction
Slide 10: Singapore retail and office remain relevant and essential
Singapore retail and office remain relevant and essential Singapore retail real estate remains essential Singapore office is here to stay as workspace amidst evolving customer preferences solutions evolve Singapore shopping mall culture will Singapore CBD will continue to continue to remain deeply e
Slide 11: Gradual resumption of Singapore economy: retail
Gradual resumption of Singapore economy Singapore retail Return of shoppers amidst Safe Management Measures Shopper traffic in larger malls such as IMM Building and Plaza Singapura / The Atrium@Orchard have recovered to 82% and 73% of pre-COVID-19 levels(1) respectively as of the week ended 30 Augus
Slide 12: Gradual resumption of Singapore economy: office
Gradual resumption of Singapore economy Singapore office Approximately 24%(1) of the office community has returned for the week ended 28 August 2020, while telecommuting remains the default mode of work for companies under Phase 2 as advised by the Government of Singapore(2) CCT remains committed to
Slide 13: Key benefits of the Merger
Key benefits of the Merger Bugis+
Slide 14: A transformative merger of equals creating a larger, more diversified REIT
A transformative merger of equals creating a larger, more diversified REIT 1 Leadership Resilience 2 Best-in-class portfolio Enhanced resilience and supported by a stronger and stability through market cycles more efficient platform 3 Growth Accretion 4 Greater optionality for growth DPU and NAV per
Slide 15: Leadership: A stronger platform encapsulating CMT's and CCT's best-in-class attributes
Leadership: A stronger platform encapsulating CMT’s and CCT’s best-in-class attributes The proxy for Singapore commercial real estate CMT Best-in-class Singapore retail REIT CCT Best-in-class Singapore office REIT Balanced portfolio of 15 downtown and Dominant footprint of 8 prime quality offices su
Slide 16: Leadership: Creating one of the largest REITs in Asia Pacific
Leadership: Creating one the largest REITs in Asia Pacific and the largest in Singapore Potential for higher trading liquidity, positive re-rating and more competitive cost of capital Top REITs in APAC by market capitalisation(1) (S$ bn) 23.4 (2) 12.7 11.5 11.2 10.8 10.4 9.9 9.7 8.2 8.0 7.9 7.8 7.6
Slide 17: Leadership: Merged Entity will benefit from potential synergies
Leadership: Merged Entity will benefit from potential synergies Cross-selling Enhanced digital platform Cost opportunities and data analytics optimisation • Extension of e-commerce • Enlarged and unified digital • Economies of scale through bulk fulfilment points beyond shopping platform catering to
Slide 18: Resilience: Greater stability through cycles
Resilience: Greater stability through cycles Hedged against market Improved ability to invest Well-balanced portfolio cycles through cycles CMT(1) Merged Entity(1) 30% 37% 35% 65% By NPI(2) S$566m(2) S$996m(2) 33% 29% 33% 36% 64% By property value(3) S$11.4bn(3) S$22.4bn(3) 38% Retail Integrated dev
Slide 19: Resilience: Well diversified across trade sectors
Resilience: Well diversified across trade sectors Top 10 tenants contributed 20.6% of the Merged Entity’s total gross rental income(1) for the month of June 2020 Percentage of total monthly Ranking Tenant Trade sector gross rental income 1 RC Hotels (Pte) Ltd 5.5% Hospitality Supermarket / Beauty &
Slide 20: Resilience: Reduced asset concentration risk
Resilience: Reduced asset concentration risk Top 5 assets' NPI contribution decreases to 43% post-Merger CMT Merged Entity Raffles City Singapore Raffles City 12% Singapore 16% Others Others NPI contribution 50% Plaza 57% by asset (%) Singapura Asia Square 10% Tower 2 8% S$566m(1) S$996m(2) CapitaGr
Slide 21: Resilience: Increased flexibility for portfolio rejuvenation and redevelopment
Resilience: Increased flexibility to undertake portfolio rejuvenation and redevelopment Improved diversification reduces income volatility due to asset upgrading or redevelopment Illustrative NPI impact from redevelopment of S$1.0 bn asset (1) 4% 7% CMT S$566 m(2) Merged Entity S$996 m(3) 93% 96% Re
Slide 22: Growth: Remaining Singapore focused while enhancing ability to take on larger transactions
Growth: Remaining Singapore focused while enhancing ability to take on larger transactions across geographies Predominantly Singapore focused with flexibility to explore acquisitions in other developed countries of not more than 20% of total portfolio value of the Merged Entity Acquisitions from thi
Slide 23: Growth: Ability to capitalise on trend towards mixed-use precincts and integrated developments
Growth: Ability to capitalise on overarching trend towards mixed-use precincts and integrated developments Increasing trend towards larger scale mixed-use precincts or integrated developments due to scarcity of land in prime locations Onset of COVID-19 is likely to accelerate the trend given a shift
Slide 24: Growth: Merged Entity will benefit from combined domain expertise
Growth: Merged Entity will benefit from combined domain expertise Able to proactively respond to the overarching trend towards integrated developments, in addition to its existing retail and office opportunities Have a greater capacity to add value to integrated developments, leveraging CMT’s and CC
Slide 25: Growth: Assets strategically located in identified growth clusters across Singapore
Growth: Assets strategically located in identified growth clusters across Singapore Extensive island-wide footprint near key transport nodes to capture evolving demand Jurong Lake District Business nodes Bishan Sub- Expected to become Woodlands Regional Centre Regional a large mixed-use Centre Up-an
Slide 26: Growth: Higher headroom provides more flexibility
Growth: Higher headroom provides more flexibility Enhanced ability and flexibility to undertake larger redevelopments to capitalise on evolving real estate trends and reposition its portfolio Increased development headroom(1) Up to S$5.8 bn (S$ bn) development headroom 3.5 +15% limit(2) 2.3 +10% lim
Slide 27: Accretion: DPU and NAV per unit accretive to CMT Unitholders
Accretion: DPU and NAV per unit accretive to CMT Unitholders LTM June 2020 – Pro forma DPU accretion 30 June 2020 – Pro forma NAV per unit accretion (S$ Cents) (S$) +4.1% +2.2% accretion accretion 10.95 2.02 1.98 10.52 (1) (2) CMT Merged Entity CMT Merged Entity Notes: The pro forma DPU accretion pe
Slide 28: CapitaLand Integrated Commercial Trust: the way forward
CapitaLand Integrated Commercial Trust Largest proxy for Singapore commercial real estate Continue to invest in Predominantly Singapore focused Office 1 2 while having the flexibility to explore acquisitions in other developed countries of not more than 20%(1) MERGED ENTITY Retail 3 Integrated The w
Slide 29: Value creation strategy to deliver stable distributions and sustainable returns
Value creation strategy – to deliver stable distributions and sustainable returns to unitholders 1 2 3 4 5 AEIs and Portfolio Prudent Cost and Organic Growth Acquisition Redevelopment Reconstitution Capital Management • Leveraging broader • Achieving the • Investing in retail, • Undertaking • Procur
Slide 30: Approvals required and indicative timetable
Approvals required and indicative timetable Funan
Slide 31: Unitholder approvals required for CMT
Unitholder approvals required for CMT EGM to be held by way of electronic means on Tuesday, 29 September 2020, 10.30 a.m. (Singapore time) Please give specific instructions as to voting, or abstention from voting, via the Proxy Form(1) The proxy form will be sent to CMT Unitholders and is also acces
Slide 32: Indicative timetable
Indicative timetable Joint Date and time of Expected delisting of Announcement of CMT’s EGM CCT Trust Scheme 22 January 2020 27 Sep 2020, 10.30 a.m. 29 Sep 2020, 10.30 a.m. 21 Oct 2020 3 Nov 2020 30 Nov 2020 Last date and time for Expected Effective lodgement of Long-Stop Date Date of Trust Scheme P
Slide 33: Thank you
This presentation is qualified in its entirety by, and should be read in conjunction with, the full text of the circular issued by CapitaLand Mall Trust to its unitholders on 4 September 2020. Thank you For enquiries, please contact: Ms Lo Mun Wah, Vice President, Investor Relations Direct: (65) 671
Slide 34: Appendix A: Industry update
Appendix A Industry update Bukit Panjang Plaza
Slide 35: Strong resilience in Singapore retail
Strong resilience in Singapore retail Singapore has an average retail occupancy of over 90% across all major regions URA’s control on supply and mall owners’ relatively sophisticated approach to asset management have helped to sustain high occupancies Retail occupancy rate (Singapore, 2015 – 2Q 2020
Slide 36: Strong resilience in Singapore retail (cont'd)
Strong resilience in Singapore retail (cont’d) Prime rents in Orchard Road have only fallen by 1.9% q-o-q to S$31.05 psf / month in 2Q2020 Prime rents in suburban market have withstood market rental compression and volatility due to steady consumption, with a smaller dip of 0.5% over the same period
Slide 37: Favourable industry dynamics with moderate shopping centre floor space provision
Favourable industry dynamics with moderate shopping centre floor space provision in Singapore Singapore shopping centre floor space provision is moderate, and is significantly lower than countries such as the USA and Australia Shopping centre floor space per capita (NLA sq ft) 23.1 11.4 5.8 4.4 2.8
Slide 38: Controlled future retail supply in Singapore
Controlled future retail supply in Singapore further boosts attractiveness of incumbents’ prime retail assets Total retail supply in Singapore between 2020 (full year) and 2024 averages approximately 0.3 million sq ft, which is significantly lower than the last 5-year historical average supply of 1.
Slide 39: Singapore office market
Singapore office market Supply and demand dynamics Island-wide future office supply CBD Core(1) office supply and demand Average annual total supply between 2020 and 2024 is c.1.3m sq ft, CBD Core remains a choice location, with good quality office space slightly lower the last 5-year historical ave
Slide 40: Singapore office market (cont'd)
Singapore office market (cont’d) Market outlook Demand outlook Vacancy and rents outlook • Demand for the rest of 2020 will be driven mainly by • Vacancy levels are expected to rise from relocations, renewals as expansion plans remain limited due to downsizing and natural expiry of leases in 2020/20
Slide 41: Appendix B: Combined portfolio details
Appendix B Combined portfolio details Plaza Singapura, Singapore
Slide 42: Well-located property location of Merged Entity
Well-located property location of Merged Entity 42
Slide 43: Well-spread combined portfolio lease expiry profile
Well-spread combined portfolio lease expiry profile Pro forma lease expiry profile(1) (% of NLA) 4.7 years Portfolio WALE by NLA 29% 23% 20% 11% 10% 7% 2020 2021 2022 2023 2024 2025 and beyond Note: (1) Based on the combined committed NLA of the CMT Group, the CCT Group and proportionate interests o
Slide 44: Debt maturity profile
Debt maturity profile Pro forma debt maturity profile as at 30 June 2020(1) (S$ m) 17% 17% 1,590 1,565 15% 13% 1,359 12% 350 1,209 122 1,120 10% 870 265 907 8% 739 832 761 900 250 300 4% 2% 299 407 855 2% 226 720 470 405 418 407 150 315 358 226 150 43 2020 2021 2022 2023 2024 2025 2026 2027 2028 202
Slide 45: Appendix C: CMT portfolio details
Appendix C CMT portfolio details Raffles City Singapore
Slide 46: CMT: Portfolio of well-located retail properties
CMT: Portfolio of well-located retail properties Balanced portfolio of downtown and suburban malls Excellent connectivity to public transport and population catchments 46
Slide 47: CMT: Market-leading scale and favourable occupancy
CMT: Market-leading scale and favourable occupancy CMT is the largest shopping mall owner in Singapore owning 10.6% of total private retail stock Consistently high occupancy rate across all assets demonstrated by high portfolio occupancy of 97.7% Share of major shopping mall floor space in Singapore
Slide 48: CMT: Well diversified trade mix
CMT: Well diversified trade mix CMT has a well-diversified trade mix, with top three categories comprising Food & Beverage, Beauty & Health and Fashion % % Food & Beverage 32.0% Services 4.2% Beauty & Health 11.6% Supermarket 4.0% Fashion 10.4% IT & Telecommunications 3.6% Office 5.7% Shoes & Bags 3
Slide 49: CMT: Property portfolio details
CMT: Property portfolio details Tampines Mall Junction 8 IMM Building Plaza Singapura Bugis Junction Address 4 Tampines Central 5 9 Bishan Place 2 Jurong East Street 21 68 Orchard Road 200 Victoria Street Land Tenure Leasehold tenure of 99 years Leasehold tenure of 99 years Leasehold tenure of 30 +
Slide 50: CMT: Property portfolio details (cont'd)
CMT: Property portfolio details (cont’d) JCube Lot One Shoppers' Mall Bukit Panjang Plaza(2) The Atrium@Orchard Clarke Quay Address 2 Jurong East Central 1 21 Choa Chu Kang Avenue 4 1 Jelebu Road 60A and 60B Orchard Road 3 River Valley Road Land Tenure Leasehold tenure of 99 years Leasehold tenure o
Slide 51: CMT: Property portfolio details (cont'd)
CMT: Property portfolio details (cont’d) Bugis+ Bedok Mall Westgate Funan(1) Raffles City Singapore Address 201 Victoria Street 311 New Upper Changi Road 3 Gateway Drive 107 and 109 North Bridge Road 250 & 252 North Bridge Road; 2 Stamford Road; 80 Bras Basah Road Land Tenure Leasehold tenure of 60
Slide 52: Appendix D: CCT portfolio details
Appendix D CCT portfolio details Tampines Mall
Slide 53: CCT: Portfolio of quality office properties
CCT: Portfolio of quality office properties CCT is the largest owner of Grade A assets in Singapore CBD Has maintained an occupancy rate that is consistently above CBD Core(1) 1 Capital Tower 12 Asia Square 5 One George 66 Raffles City(3) Tower 2 Street(2) Singapore Lease expiry: Lease expiry: Lease
Slide 54: CCT: Diverse tenant mix and strong lease expiry profile
CCT: Diverse tenant mix and strong lease expiry profile High quality tenants driving high occupancy rates across all properties combined with long lease expiry profile Occupancy(1) of CCT’s Singapore portfolio is higher than CBD Diverse tenant mix(5) Core Banking 19% Occupancy for Singapore: Occupan
Slide 55: CCT: Property portfolio details
CCT: Property portfolio details Capital Tower Asia Square Tower 2 CapitaGreen Six Battery Road Raffles City Singapore Address 168 Robinson Road 12 Marina View 138 Market Street 6 Battery Road 250 & 252 North Bridge Road; 2 Stamford Road; 80 Bras Basah Road Land Tenure Leasehold tenure of 99 years Le
Slide 56: CCT: Property portfolio details (cont'd)
CCT: Property portfolio details (cont’d) One George Street 21 Collyer Quay CapitaSpring Gallileo Main Airport Center Address 1 George Street 21 Collyer Quay 86 & 88 Market Street Gallusanlage 7/ Neckarstrasse Unterschweinstiege 2-14, 60549 5, 60329 Frankfurt am Main, Frankurt, Germany Germany Land T
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