First Real Estate Investment Trust · SGX:AW9U
First Real Estate Investment Trust — Merger or Acquisition (December 2020)
23 slides from First Real Estate Investment Trust's merger presentation, Dec 28, 2020
Slide 1: Proposed Restructuring, Recapitalisation and Repositioning of First REIT
PROPOSED RESTRUCTURING, RECAPITALISATION AND REPOSITIONING OF FIRST REIT 28 DECEMBER 2020
Slide 2: Disclaimer
This presentation has been prepared by First REIT Management Limited (formerly known as Bowsprit Capital Corporation Limited), in its capacity as the manager of First Real Estate Investment Trust (“First REIT” and as manager of First REIT, the “Manager”) for information purposes only and should not
Slide 3: What are the Proposed Transactions?
What are the Proposed Transactions? 1 Proposed Restructuring of the LPKR MLAs and the Rights Issue A Restructuring of Master Lease Agreements B Recapitalisation of First REIT Proposed Restructuring of the LPKR MLAs S$158.2 Million Rights Issue − Proposed restructuring of the master lease agreeme
Slide 4: LPKR's Financial Position
Background and Context of the Proposed Transactions 2 LPKR’s Financial Position The Manager understands that without the Proposed LPKR MLA Restructuring, there is a real risk and high probability that LPKR would default under the existing LPKR MLAs Rating Agency Outlook (LPKR) in September 2020 Pote
Slide 5: First REIT's Impending Debt Maturity and Lease Expiry
Background and Context of the Proposed Transactions (Cont’d) 2 First REIT’s Impending Debt Maturity and Lease Expiry First REIT’s Debt Maturity − 80.2% (or approximately S$395.7 million) of First REIT’s debt is coming due within the next 18 months with 39.8% (or approximately S$196.6 million) comi
Slide 6: Restructuring, Recapitalising and Repositioning First REIT for the Future
Why is FIRST REIT undertaking the Proposed Transactions? 3 Restructuring, Recapitalising and Repositioning First REIT for the Future Rationale for the Proposed LPKR MLA Restructuring Avoids the adverse consequences of a default by LPKR under the existing LPKR MLAs and 1 resulting termination of the
Slide 7: Overview of Key Terms
What are the Terms of the Proposed LPKR MLA Restructuring? 4 Overview of Key Terms S$mm unless otherwise stated Current (FY2019) Proposed S$80.9(1) (LPKR Hospitals) S$50.9 (LPKR Hospitals) (IDR550.7bn)(3) Base Rent S$11.3 (MPU Hospitals) S$5.8 (MPU Hospitals) (IDR62.4bn)(3) 2x of Singapore’s consume
Slide 8: Illustrative Base Rent Over Time
What are the Terms of the Proposed LPKR MLA Restructuring? (Cont’d) 4 Illustrative Base Rent Over Time • Higher Fixed Escalation Rate: 4.5% per annum as compared to the current step-up mechanism which is two times the Singapore consumer price index subject to a cap of 2.0% • Buffer Against Depreciat
Slide 9: Revised Performance Based Rent Structure
What are the Terms of the Proposed LPKR MLA Restructuring? (Cont’d) 4 Revised Performance Based Rent Structure • Enhanced Upside Sharing: Revised performance based rent structure replaces the existing variable rent structure, which has contributed not more than 4.2% and 0.7% to the total rent receiv
Slide 10: Increased WALE Post Completion of Restructuring
What are the Terms of the Proposed LPKR MLA Restructuring? (Cont’d) 4 Increased WALE Post Completion of the Proposed LPKR and MPU MLA Restructuring • Extended Weighted Average Lease Expiry (“WALE”): WALE for First REIT will be extended from 7.4 years as at 31 December 2019 to 12.6 years(1), which pr
Slide 11: Repayment of 2018 Secured Loan Facilities and Meeting Debt Obligations
What is the Use of Proceeds from the Proposed Rights Issue? 5 Repayment of 2018 Secured Loan Facilities and Meeting First REIT Debt Obligations Due on 1 Mar 2021 • The Rights Issue is expected to raise gross proceeds of approximately S$158.2 million, based on an indicative Issue Price of S$0.20 per
Slide 12: Summary Valuation Impact (FY19)
Pro Forma Financial Effects of the Proposed Transactions 6 Summary Valuation Impact (FY19) The pro forma financial effects of the MPU MLA Restructuring, the Proposed LPKR MLA Restructuring and the Rights Issue presented below are strictly for illustrative purposes only and are prepared based on the
Slide 13: Illustrative Financial Impact (FY19)
Pro Forma Financial Effects of the Proposed Transactions (Cont’d) 6 Illustrative Financial Impact (FY19) Rental and Other Income DPU (S$mm) (Cents) 115.3 8.60 83.0 77.6 77.6 (1) 4.98 (2) 4.44 (3) 2.59 FY2019 After the Proposed LPKR After the MPU MLA After the MPU MLA FY2019 After the Proposed LPKR A
Slide 14: Pro Forma Debt Maturity and Gearing
Financial Effects of the Proposed Transactions (Cont’d) 6 Pro Forma Debt Maturity and Gearing Current Debt Maturity Profile(1) Pro Forma Capitalisation (FY19) (S$’000s) After the % of total debt 39.8% 40.4% 19.8% As adjusted for MPU MLA The 2018 Secured Loan Facilities The 2019 Secured Loan (S$mm) t
Slide 15: EGM Resolutions
Summary of the EGM 7 EGM Resolutions Voting Resolutions Threshold %(1) 1 The Proposed LPKR MLA Restructuring > 50 The proposed waiver by Unitholders other than CDPL, which is a direct wholly-owned subsidiary of OUE, and its concert parties (as defined in The Singapore Code on Take-overs and Merg
Slide 16: What does the Independent Financial Advisor Recommend?
Summary of the EGM 7 What does the Independent Financial Advisor Recommend? Ordinary Resolution to approve the Proposed LPKR Ordinary Resolution for the Proposed Whitewash 1 2 MLA Restructuring Resolution An extract of the IFA Letter is reproduced below: An extract of the IFA Letter is reproduced be
Slide 17: What does the Independent Committee and the Audit and Risk Committee Recommend?
Summary of the EGM 7 What does the Independent Committee and the Audit and Risk Committee Recommend? Ordinary Resolution to approve the Proposed LPKR Ordinary Resolution for the Proposed Whitewash 1 2 MLA Restructuring Resolution Based on the opinion of the IFA (as set out in the IFA Based on the op
Slide 18: How Can I Vote on the Proposed LPKR MLA Restructuring and Whitewash Resolution
Summary of the EGM 7 How Can I Vote on the Proposed LPKR MLA Restructuring and the Proposed Whitewash Resolution To exercise your votes, you must submit a Proxy Form and appoint the Chairman of the EGM to vote on your behalf. You may direct your vote on specific resolutions. Step 1: Locate the Proxy
Slide 19: Indicative Timetable
Summary of the EGM 7 Indicative Timetable Indicative Timetable Last date and time for pre-registration for 2:30 p.m. (Singapore time) on Saturday, 16 January 2021 Extraordinary General Meeting (“EGM”) Last date and time for lodgement of Proxy 2:30 p.m. (Singapore time) on Saturday, 16 January 2021 F
Slide 20: Who are the Advisors and Who do I Contact if I need Assistance?
Concluding Remarks 8 Who are the Advisors and Who do I Contact if I need Assistance? Key Transaction Parties Financial Advisor Legal Counsel For investor relations queries relating to this announcement, please contact: Independent Financial Advisor (IFA) Reporting Accountant First REIT ir@first-reit
Slide 21: Appendix
Appendix Siloam Hospitals Lippo Village
Slide 22: Financial Effects of the Proposed Transactions: Summary Valuation Impact (1H20)
Financial Effects of the Proposed Transactions Summary Valuation Impact (1H20) The pro forma financial effects of the MPU MLA Restructuring, the Proposed LPKR MLA Restructuring and the Rights Issue presented below are strictly for illustrative purposes only and are prepared based on the unaudited co
Slide 23: Financial Effects of the Proposed Transactions (Cont'd)
Financial Effects of the Proposed Transactions (Cont’d) Summary Valuation Impact (1H20) Rental and Other Income DPU (S$mm) (Cents) 38.6 27.9 26.1 26.1 2.30 (1) (2) 0.89 0.73 (3) 0.55 1H2020 After the Proposed LPKR After the MPU MLA After the MPU MLA 1H2020 After the Proposed LPKR After the MPU MLA A
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