CAPITAMALLS MALAYSIA TRUST Malaysia s Largest Pure-Play Shopping Mall REIT

Transcription

1 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR CAPITAMALLS MALAYSIA TRUST Malaysia s Largest Pure-Play Shopping Mall REIT Unitholders Meeting Unitholders 10 March Meeting * Mar 2011*

2 Disclaimer The information in this presentation is qualified in its entirety by, and is subject to, the more detailed information set out in CapitaMalls Malaysia Trust's Circular to Unitholders dated 23 February This presentation is not an offering document. No issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities to which this presentation relates is to be made; and no agreement to subscribe for securities to which this presentation relates to will be entered into between CapitaMalls Malaysia Trust ("CMMT") or the Manager or any of their affiliates and the recipient of this presentation on the basis of this presentation. The past performance of CMMT is not indicative of the future performance of CMMT. Similarly, the past performance of the Manager is not indicative of the future performance of the Manager. The value of units in CMMT (Units) and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that holders of Units may only deal in their Units through trading on Bursa Securities. Listing of the Units on Bursa Securities does not guarantee a liquid market for the Units. These materials may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses, including employee wages, benefits and training, property expenses and governmental and public policy changes. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager s current view of future events. 2

3 2010 in Review Listing of CMMT on Bursa Malaysia on 16 July 2010 Malaysia s largest pure-play shopping mall REIT Strong trading performance since listing CMMT unit price increased 12% 1 7.4% distribution yield 2 for unitholders who bought CMMT at listing date Proposed acquisition of Gurney Plaza Extension Strengthens CMMT s position as the largest pure-play shopping mall REIT in Malaysia Notes: 1. Based on CMMT s IPO retail price of RM0.98 and closing price of RM1.10 on 4 March Based on CMMT s IPO retail price of RM0.98 and actual annualised DPU of 7.26 sen for the period 14 July 2010 to 31 December

4 Overview of Proposed Acquisition On 12 November 2010, CMMT accepted Right of First Refusal from CMA to acquire Gurney Plaza Extension ( GPE ) for RM215 million Transaction to be completed by 15 April 2011 Acquisition to be financed via debt and equity 4

5 Overview of Gurney Plaza Extension Nine storey extension block adjoining Gurney Plaza, which is owned by CMMT Valuation: RM225 million NPI: RM15.2 million NLA: 139,964 sq ft as at 31 January 2011 Commenced operations in November

6 Located near heart of Georgetown s commercial district Situated along the southern side of Gurney Drive, a popular sea front promenade Adjoining Gurney Plaza Location of Gurney Plaza Extension 6

7 Property Details Site area (approximate) 1 Gurney Plaza Extension 351,689 sq ft Gurney Plaza (owned by CMMT) Tenure Freehold No. of levels 9 levels with 1 level of basement 8 levels with 2 levels of basement Gross floor area ( GFA ) 211,004 sq ft 1,106,926 sq ft NLA 2 139,964 sq ft 705,572 sq ft No. of leases Committed occupancy % 98.2% No. of car park spaces ,075 Purchase price RM215.0 million RM800.0 million 4 Valuation RM225.0 million RM856.0 million Opened on 15 November July 2001 Shopper traffic in million Notes: 1. The site area stated above is the land area for both Gurney Plaza and GPE which share a single land title and is based on the land search result as at 28 September Information as at 31 January Includes 129 car parks in Basement 2 of Gurney Plaza. 4. CMMT was established on 7 June 2010 and registered with the Securities Commission of Malaysia on 9 June The acquisition of Gurney Plaza by CMMT for RM800.0 million was completed on 14 July CapitaRetail Gurney Sdn. Bhd., a subsidiary of CapitaMalls Asia Limited, had acquired Gurney Plaza for RM770.0 million in

8 Sectional Plan of Gurney Plaza Extension Gurney Plaza Extension is seamlessly integrated with Gurney Plaza and is adjacent to G Hotel Gurney Plaza Extension Gurney Plaza Car park Leisure & Entertainment : Cineplex, Amusement, Fitness, F&B Car park Dept Store, IT, Gifts, Local Fashion Dept Store, F&B, Local Fashion Dept Store, F&B, Regional Fashion F&B, Int l & Regional Fashion Car park Beauty & Health, Home Furnishing, F&B Bookstore, Gifts/Hobbies, Kids, Telco Dept Store, Local Fashion, Sports Dept Store, Int l & Regional Fashion Dept Store, Int l Fashion, F&B Supermarket, F&B, Conveniences, Services Car park Gurney Plaza Gurney Plaza Extension G Hotel 8

9 Tenancy Mix and Expiry Profile Top 10 Tenants by Gross Rental Income 1 Tenancy Mix by Gross Rental Income Expiry Profile Electronics/IT 1.7% Leisure/Entertainment/ Sports/Fitness 4.3% Services 5.4% Department store 15.6% Gifts/Specialty/Books/ Hobbies/Toys/Lifestyle 1.7% Others 0.3% Fashion/ Accessories 50.6% 100% 75% 50% 25% 0% Onwards Onwards Committed NLA expiring Gross rental income expiring 2 Food/Beverages 20.4% Notes: All information is as at 31 January Top ten tenants by gross rental income: Parkson (15.6%), Voir Gallery (4.7%), Cortina Watch/Mont Blanc (4.1%), Nike (3.9%), Nando s (3.2%), Topshop / Topman (3.0%), House of Leather (2.6%), The Manhattan Fish Market (2.6%), Giordano (2.3%) and Elements (2.2%). 2. Of the 82.4% of monthly gross rental income as at 31 January 2011 expiring in 2011, 36.5% is accounted for by leases of the top 10 tenants of GPE as at 31 January These include the lease of Parkson, which contributes 15.6% of the monthly gross rental income as at 31 January refers to period from 1 February to 31 December

10 Established Retail Tenants 10 Braun Büffel Parkson Topman/Topshop Fossil

11 Exciting Marketing Events Hong Kong Superstar Appearance Celebrity Appearance & Autography Celebrity Promotional Music Show 11

12 Reconfiguration of Promotion Area Before After Dragon-i Manila Place Toy Watch Cerruti 1881 Conversion of approx. 4,600 sq ft of atrium space for new F&B units and retail kiosks 12

13 Estimated Total Acquisition Cost RM million Purchase consideration Acquisition fee Estimated expenses for the Proposed Acquisition and the Proposed Placement Total Notes: 1. The acquisition fee will represent not more than 1% of the purchase consideration of the Proposed Acquisition, as provided in the trust deed dated 7 June 2010 constituting CMMT and registered with the Securities Commission on 9 June 2010, entered into between the Manager and the Trustee. The acquisition fee will be payable as soon as practicable after the completion of the Proposed Acquisition. 2. The expenses of the Proposed Acquisition and the Proposed Placement comprise the equity placement fee, estimated interest expense on the deposit sum, estimated professional fees, fees payable to the relevant authorities and other incidental expenses incurred in relation to the Proposed Acquisition and the Proposed Placement. 13

14 Method of Financing Acquisition Minimum Gearing Scenario 1 Sources of funds (RM mm) Maximum Gearing Scenario 2 Sources of funds (RM mm) Equity Debt Total Equity Debt Total Uses of funds (RM mm) Asset Transaction expenses Total Notes: 1. Minimum Gearing Scenario is scenario where the Proposed Acquisition is fully funded through a combination of debt financing procured for the Proposed Acquisition at a LTV Ratio of 25.0% and the remaining via equity financing, and an illustrative Issue Price of RM1.03 per Unit. 2. Maximum Gearing Scenario is scenario where the Proposed Acquisition is fully funded through a combination of debt financing procured for the Proposed Acquisition at a LTV Ratio of 60.0% and the remaining via equity financing, and an illustrative Issue Price of RM1.03 per Unit. 14

15 Rationale for Acquisition 15

16 Rationale for the Acquisition 1 Competitively Priced Quality Asset, Accretive to CMMT 2 Expand CMMT s portfolio and market capitalization 3 Competitive strengths, operational efficiency and synergies 4 Bright prospects for Penang s retail industry 16

17 1 Competitively Priced Quality Asset, Accretive to CMMT Market value: RM225.0 million Transacted value: RM215.0 million Yield accretion over the Existing Portfolio for Forecast Year 2011 (%) 2 Assumed gearing scenarios LTV 3 Ratio of 25.0% LTV 3 Ratio of 35.0% LTV 3 Ratio of 60.0% % 1.35% % 1.40% % 1.46% % 1.52% % 1.57% % 0.48% 1.62% % 0.56% 1.68% % 0.64% 1.73% % 0.72% 1.78% % 0.80% 1.83% % 0.88% 1.88% % 0.95% 1.93% Pro Forma Gearing 32.7% 33.6% 35.9% Equity to be raised (RMmm) Issue Pric ce (RM) 1 Notes: 1. The assumed range of Issue Prices (as defined herein) is shown for illustrative purposes only and is pursuant to the Proposed Placement. 2. The yield accretion is based on the DPU for Forecast Year 2011 of the Existing Portfolio of 7.45 sen, as disclosed in CMMT s initial public offering prospectus dated 28 June LTV Ratio is defined as LTV ratio calculated as debt financing procured for the Proposed Acquisition divided by the appraised value of GPE of RM225.0 million. 17

18 1 Competitively Priced Quality Asset, Accretive to CMMT DPU (sen) forecast NAV per Unit Gearing (%) at 30 Sep at 30 Sep % % % (Actual) 7.16 (Forecast) (annualised) Existing Portfolio 2011 Forecast Existing Portfolio 2011 Enlarged Portfolio² Existing Portfolio Enlarged Portfolio² Existing Portfolio Enlarged Portfolio² Notes: 1. Annualized DPU. 2. Based on Maximum Gearing Scenario at illustrative unit price of RM NAV per Unit on a after income distribution basis. 18

19 2 Expand CMMT's Portfolio and Market Capitalization Enhance CMMT s position as the largest pure-play shopping mall REIT and improve trading liquidity of CMMT NLA¹ (sq ft) 1,879, ,964 2,019, % Existing Portfolio Gurney Plaza Extension Enlarged Portfolio Free float (million units) 2 (58.3% of total units) 787 (58.3% of total units) % Existing Portfolio Gurney Plaza Extension Enlarged Portfolio Valuation (RM million) 2, , % Existing Portfolio Gurney Plaza Extension Enlarged Portfolio Notes: 1. As at 31 January Assumes Minimum Gearing Scenario 19

20 Prime location High occupancy of 99.3% (as at 31 January 2011) Complementary tenant mix 3 Competitive Strengths, Operational Efficiency and Synergies Competitive strengths of Gurney Plaza Extension Operational efficiency and synergies Operation of Gurney Plaza and Gurney Plaza Extension as a single shopping mall Optimise tenant mix Conveyance of consistent brand message to retailers and shoppers 20

21 4 Bright Prospects for Penang s Retail Industry Strong projected GDP growth Affluent catchment High population density Popular tourist destination Low retail space per capita Retail space per capita (sq ft) (2010) ,197 GDP Per Capita by State (RM) (2009) ,318 29,569 27,609 27, Malaysia Selangor Penang Kuala Lumpur Singapore Australia United States (2009) (2007) Kuala Lumpur Sarawak Penang Selangor Labuan Notes: 1. CBRE, Urbis 2. Department of Statistics 21

22 Overview of Enlarged Portfolio 22

23 Enlarged Portfolio: Tenancy Mix & Expiry Profile Top 10 Tenants by Gross Rental Income 1 Tenancy Mix by Gross Rental Income Supermarkets/ Hypermarkets 3.0% Gifts/Specialty/Books/ Hobbies/Toys/Lifestyle 3.2% Houseware/ Furnishings 2.3% Others 1.8% Electronics/IT 3.9% Expiry Profile Leisure/Entertainment/ Sports/Fitness 4.8% Department store 6.7% Fashion/ Accessories 40.5% 50% 25% Services 8.3% Beauty/Health 10.8% Food/Beverages 14.7% 0% Onwards Onwards Committed NLA expiring Gross rental income expiring Note: All information is as at 31 January Top ten tenants by gross rental income: Parkson (6.7%), Giant (2.5%), Factory Outlet Store (F.O.S.)/F.O.S. Kids & Teens (1.6%), Padini (1.1%), KFC (0.9%), McDonald s (0.9%), Nichii (0.9%), G2000 (0.6%), Reject Shop (0.6%) and Challenger (0.6%). 2. Of the 41.0% of monthly gross rental income as at 31 January 2011 expiring in 2011, 12.5% is accounted for by the leases of the top 10 tenants of the Enlarged Portfolio as at 31 January These include: (i) GPE Property: Parkson (1.3%); (ii) Gurney Plaza: Parkson (1.8%), Padini Concept Store (0.8%), Nichii (0.5%), G2000 (0.5%); (iii) Sungei Wang Plaza Property: Parkson Grand (3.7%), F.O.S./F.O.S. Kids & Teens (1.0%), Giant Supermarket (0.8%), Padini Authentic (0.3%); and (iv) The Mines: F.O.S. (0.2%), Nichii (0.4%) and Challenger (0.6%) refers to period from 1 February to 31 December

24 Forecast of Enlarged Portfolio Existing Portfolio Gurney Plaza Extension Property Minimum Gearing Scenario Enlarged Portfolio Maximum Gearing Scenario 1 2 RM 000 RM 000 RM 000 RM 000 Gross Revenue 211,288 19, , ,669 Property Operating Expenses (62,892) (4,200) (67,092) (67,092) Net Property Income 148,396 15, , ,577 Interest income Other income - 5,842 5,842 Net investment income 148, , ,845 Manager s Management Fee (14,318) (15,791) (15,789) Trust expenses (1,506) (1,634) (1,634) Borrowing costs (41,460) (44,271) (48,086) Others Profit before taxation 91, , ,336 Taxation Profit after taxation 91, , ,336 Add: Distribution adjustment 9,744 4,735 4,770 Distributable income 101, , ,106 Notes: 1. Minimum Gearing Scenario is scenario where the Proposed Acquisition is fully funded through a combination of debt financing procured for the Proposed Acquisition at a LTV Ratio of 25.0% and the remaining via equity financing, and an illustrative Issue Price of RM1.03 per Unit. 2. Maximum Gearing Scenario is scenario where the Proposed Acquisition is fully funded through a combination of debt financing procured for the Proposed Acquisition at a LTV Ratio of 60.0% and the remaining via equity financing, and an illustrative Issue Price of RM1.03 per Unit. 24

25 Proforma Balance Sheet of Enlarged Portfolio Pro forma After the Proposed Placement, Proposed Acquisition and revaluation 1 2 Audited as at 30 Sept 2010 Minimum Gearing Scenario Maximum Gearing Scenario RM 000 RM 000 RM 000 Total non-current assets 2,131,194 2,356,194 2,356,194 Total current assets 106, , ,814 Total assets 2,237,546 2,466,008 2,466,008 Unitholders funds 1,325,560 1,489,243 1,410,743 Distributable and non-distributable income 81,285 87,127 87,127 Total equity 1,406,845 1,576,370 1,497,870 Total non-current liabilities 774, , ,935 Total current liabilities 55,982 56,203 56,203 Total liabilities 830, , ,138 Total equity and liabilities 2,237,546 2,466,008 2,466,008 Illustrative Issue Price (RM) Units in issue ( 000) 1,350,000 1,512,213 1,435,055 NAV per unit before income distribution (RM) NAV per unit after income distribution (RM) Notes: 1. Minimum Gearing Scenario is scenario where the Proposed Acquisition is fully funded through a combination of debt financing procured for the Proposed Acquisition at a LTV Ratio of 25.0% and the remaining via equity financing, and an illustrative Issue Price of RM1.03 per Unit. 2. Maximum Gearing Scenario is scenario where the Proposed Acquisition is fully funded through a combination of debt financing procured for the Proposed Acquisition at a LTV Ratio of 60.0% and the remaining via equity financing, and an illustrative Issue Price of RM1.03 per Unit. 25

26 Proforma Debt Profile Interest rate profile Minimum Gearing Scenario Maximum Gearing Scenario Before acquisition Debt maturity profile (RM million) Acquisition debt¹ 450 Acquisition debt¹ 450 Floating 30% Fixed 70% After acquisition Gearing ratio (%) Floating 30% 32.7% 35.9% Fixed 70% Pro forma Gearing Pro forma Gearing Note: 1. Cost of debt is assumed to be 4.8%. 26

27 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 27

28 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 28

29 2 Placement of new CMMT units with CMMT Investment Limited undertaking to subscribe for any unsubscribed units Acquisition will be financed via debt and issuance of new CMMT units Proposed placement of up to million Placement Units, at the Issue Price, to raise up to RM167.1 million, where Up to RM97.4 million to be raised from placees to be identified during bookbuilding Up to RM69.7 million to be raised from CMMT Investment Limited, sponsor s subsidiary Rationale for Proposed Placement Achieves lower gearing level compared to 100% debt financing Remaining debt headroom to fund future acquisitions and working capital needs Potentially enlarge Unitholder base and improve trading liquidity CMMT Investment Limited s undertaking to subscribe for its pro-rata stake and any unsubscribed units Commitment to CMMT Put option exercised by Gurney Plaza Sdn Bhd (GPSB) on 5 Jul 10 requiring CapitaRetail Gurney Sdn Bhd (CGSB), a wholly-owned CMA subsidiary, to acquire GPE by 15 Apr 11 Note: GPE Put & Call Option (pursuant to Gurney Plaza sale and purchase agreement between GPSB and CGSB dated 15 Aug 07) - Put option: GPSB had been granted a put option by CGSB to require CGSB to buy GPE by 15 Aug 12 - Call option: GPSB had granted CGSB a call option for CGSB to acquire GPE by 15 Aug 13 if put option is not exercised by 15 Aug 12 29

30 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 30

31 3 Exemption for CMMT Investment Limited from making a mandatory takeover offer New Code on Takeovers & Mergers (introduced 15 Dec 10) now applicable to listed REITs CMMT Investment Limited s undertaking to subscribe for any unsubscribed units may trigger mandatory offer obligations 1 CMMT Investment Limited s undertaking demonstrates its commitment to CMMT; no intention to seize control of CMMT and take it private Independent Adviser, Hong Leong Investment Bank (appointed by Trustee) recommends Unitholders to vote in favour of resolution pertaining to Proposed Exemption Note: 1. Mandatory General Offer triggers applicable to CMMT Investment Limited Stake is between 33% and 50% of total unitholdings Creeping Rule : Acquisition of units exceeds 2% for any 6-month period CMMT Investment Limited s current unitholding of 41.74% may increase up to 45.19% (under Maximum Gearing Scenario with 60% LTV) or up to 47.99% (under Minimum Gearing Scenario with 25% LTV) 31

32 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 32

33 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 33

34 5 Placement of new CMMT units to public institutional investors which may exceed 10% of total new units to each investor SC s conditions included: Number of new Units a placee can subscribe for is capped at 10% of the new Units to be issued 10% limit can be increased, subject to: Unitholders approval is required via a resolution in a general meeting Placees are limited to Public Institutional Investors 1 SC s specific approval is required for allocation to exceed 10% Manager is seeking Unitholders and SC s approval (post-egm) to provide flexibility during bookbuilding Note: 1. Public Institutional Investors refer to statutory institutions who are managing funds belonging to contributors or investors who are members of the public, unit trusts, insurance companies, mutual funds and charitable foundations 34

35 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 35

36 Approvals Sought Acquisition of GPE for RM215 million 1 Placement of new CMMT units with CMMT Investment Limited 2 undertaking to subscribe for any unsubscribed units Exemption for CMMT Investment Limited from making a 3 mandatory takeover offer Placement of 41.74% of new CMMT units to CMMT Investment 4 Limited Placement of new CMMT units to public institutional investors 5 which may exceed 10% of total new units to each investor Authority to allot and issue new CMMT units of up to 20% of 6 approved fund size 7 Increase in approved fund size Note: For full resolutions, please refer to circular 36

37 Conclusion Rationale for the Proposed Acquisition: - Competitively priced quality asset, accretive to CMMT - Expand CMMT s portfolio and market capitalization - Competitive strengths, operational efficiency and synergies - Bright prospects for Penang s retail industry Proposed Acquisition will be funded by a mixture of equity and debt Support from CMMT Investment Limited - Subscribing for pro-rata stake of 41.74% - Undertaking to subscibe for any unsubscribed units 37

38 Thank You This Release is not for publication or distribution, directly or indirectly, in or into the United States. This Release is not an offer of securities for sale into the United States, Canada or Japan. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act), except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. 38