1. Introduction What is a REIT? Why REIT? Risk-Return Continuum Typical Structure of an S-REIT The Evolution of S-REITs

Transcription

1

2

3 Module 1: REIT & Capital Management 1. Introduction What is a REIT? Why REIT? Risk-Return Continuum Typical Structure of an S-REIT The Evolution of S-REITs 2. How Investors Evaluate S-REITS What make a good REIT? How Investors evaluate S-REITs? Property Performance Capital Structure REIT s Market Performance Portfolio Exposure Other Factors 3. Strategies to Maintain DPU Stability & Long Term Growth What is the job of a REIT Manager? 4. Break + Class Activity 5. Capital Management & Fund Raising General Capital Market Financing Instruments Funding Sources & Tools for S-REITs Equity Capital Market Successful Acquisition of MBC 1 Case Study: Funding of MBC 1 Acquisition Debt Capital Market Type of Instruments Debt Capital Market Advantages Hybrid Instruments Hedging Capital Management 6. Conclusion Module 2: REITs Regulations 1. Overview of REITs? What is a REIT? Basic Structure of REITs Responsibilities of REIT Manager Responsibilities of the REIT Trustee Establishing a REIT

4 Income Model of a REIT Investment Strategy of a REIT REITs Market in Singapore 2. Regulatory Framework Regulations Tax Permissible Investments Minimum Threshold for Investment Permissible Investments 5% Single Limit for Investments Limits on Development Revenue from Non-Rental Operations Aggregate Leverage Limits Safeguard for Distributions to Unitholders Independent Valuations at IPO Independent Valuations at Post-IPO Independent Financial Adviser (IFA) Divestments in IPTs Acquisitions and Disposals outside IPTs Usage of Desktop Valuations in Real Estate Joint Ownership Duties of Trustee during Contract Review Entrenchment Property Management Agreement Discount to Institutional Investors Annual General Meetings (AGM) REITs from Developing Markets 3. Establishing the REIT Manager General Requirements Capital Markets Services Licence Management Team CMSL Examination Board Composition Audit Committee Nominating Committee & Remuneration Committee 4. Key Differences between REITs, BTs and Companies Module 3: Asset Planning 1. What is an Asset plan? Definition Purpose Key components of Asset plan

5 2. How do we formulate the Asset plan? Formulate Vision Statement & Objectives Collect research on asset, industry & market Property reports Life cycle cost assessment Gap analysis report Perform SWOT Analysis Internal factors strengths Internal factors weakness External factors opportunities External factors threats The SWOT analysis Identify asset strategic issues Identify the strategic issues Develop asset action plan Formulate the action plans Example of action plan Review asset financials Review financials Review capital expenditure Hold/sell strategy 3. Case Study & Group Presentations Module 4: Trust Issues for REITs 1. Review of Trust Concept Definition of a trust by Underhill and Hayton Definition of Real Estate Investment Trust (REITs) 2. The Trust Structure Typical S-REIT Structure Typical Structure to hold underlying assets of the Trust 3. The Trust Instrument The Trust Deed and choice of Governing Law 4. Roles and Responsibilities of trustee Appointment of an Independent Trustee An Independent Trustee Qualifying Criteria Key Principles and Resources of an Independent Trustee Trustee Services for S-REITs Pre Launch At Launch Post Launch 5. Case Study

6 Module 5: Marketing & Communications Building the loyalty of Shoppers through: Shopper- centric experience and Loyalty programmes CapitaStar, CapitaCard & CapitaVouchers Understanding the shoppers through use of data Group-wide vs Mall-wide marketing campaigns Digital Marketing / Online-Offline Marketing strategy 2. Building a stronger relationship with Tenants through: Tenant Engagement Programme Knowledge sharing and keeping abreast of market trends through seminars, workshops and networking sessions Value added initiatives by centralization & leveraging on technology Tenant satisfaction survey 3. Building Communities in which we operate through: Events that support community causes Corporate Social Responsibility programme MySchoolBag Module 6: Operational Asset Management 1. Role of the Asset Manager How to identify a good Asset Manager Minimum core skills required 2. Optimising Portfolio Performance Understanding the performance of the portfolio through key parameters (NPI, NPI margin, property yield, occupancy, rental reversion, retention, WALE etc.) Using Hold/Sell Analysis Model to understanding repositioning opportunities and its impact Use Valuation Model as a GPS for Asset Manager to constantly improve asset performance 3. Customer Engagement Deepen understanding of customers and their needs Know your current target customers and their needs Identify future possible customers when positioning the asset Effective tenant management to maintain high retention, i.e. customer relationship building Understanding customers industry, anticipate needs and find solutions Where possible to achieve highest rent possible; offering lower than market rent needs no skills Ensure building maintenance and infrastructure commensurate with asset positioning

7 4. Asset Audit and Repositioning Output of Hold-Sell and GPS analysis to identify asset competitiveness Creating & implementing repositioning strategies Understand the impact of repositioning/redevelopment Understand how to decide whether to reposition or redevelop Understand strength & weakness of units in the building- review which units are vacant for a long time 5. Asset Enhancement Initiatives (AEI) Output of Hold-Sell and GPS analysis to identify asset competitiveness Creating & implementing repositioning strategies Understand the impact of repositioning/redevelopment Understand how to decide whether to reposition or redevelop Understand strength & weakness of units in the building- review which units are vacant for a long time 6. Costs & Service Management Understand the balance between necessities and luxuries when embarking on Asset Enhancement Initiatives (AEI): Functional / Economic / Physical obsolescence Keeping track of changes in the market: What is the competition doing? AEI contribution towards valuation 7. Risk Management Customer credit review Security deposit management Arrears management Building wale and expiry concentration risk management Tenant industry exposure Regulatory compliance Insurance 8. Resource Management Effectively mobilize internal resources (property managers, leasing managers, shared services etc.) to drive outcomes Importance of integration of systems to ensure single source of truth and operational efficiency 80:20 rule Importance of structuring operational financial regulations to ensure compliance to business objectives yet allow freedom to operate within a guided framework 9. Case Study Module 7: Tax Issues for REITs 1. Typical S-REIT Structure 2. Taxation of S-REIT

8 General tax rules in Singapore Conditions for tax transparency treatment Scenarios that qualify for 13 (12) tax exemption 3. Taxation of unit holders Types of distribution a unit holder may receive Singapore taxation for unit holders 4. Tax Considerations for Real Estate Acquisition Tax issues Holding Period Exit Safe Harbour rule 5. Asset vs Share Deal Advantages of Asset Deal Disadvantages of Asset Deal Advantages of Share Deal Disadvantages of Share Deal 6. Conclusion Module 8: Capital Investment What is Capital Investment? Objective of Capital Investment Short term Long term 2. Asset Upgrade Evaluating requirements Evaluating returns Planning & Implementation 3. Capex Benchmarking Capex planning Measuring returns on capex 4. New Asset Investment Objectives Asset Acquisition Investment Process Deal screening Due diligence Approval process Funding Execution Asset management

9 5. Case Study Module 9: Investor and Media Relations 1. Introduction What is Investor Relations? Investor Relations & its Evolution IR and its value to investors Why is this important? 2. Who are the target audience? 3 broad categories What do the investment community need? Who are the analysts? Analyst reports (sample) Institutional Investors Categories of Institutional Investors New Kids on the block Private Investors Know your target investors General investors profile What do management need? Share price performance vs peers Tracking our investors Feedback to Board of Directors 3. IR Tools Key takeaways Some of the skill sets 4. Case Study END

10 Speakers Profiles Teh Hoe Yue Partner, Allen & Gledhill LLP Hoe Yue s area of practice encompass capital markets, real estate investment and business trusts. Hoe Yue has substantial experience in relation to advising on the structuring, establishment and listing of real estate investment trusts and business trusts (including the largest initial public offering of real estate investment trust and a business trust on the SGX-ST). In addition, he has considerable experience in right issues, private placements and preferential offerings. He also provides advice in the offering of convertible bonds on the Singapore Exchange by real estate investment trusts. Hoe Yue graduates from the National University of Singapore with an LLB (Hons) degree and joined Allen & Gledhill in Karen Lee Head, Singapore Portfolio Operations Ascendas Funds Management (S) Limited Karen oversees the portfolio management in Singapore. She is responsible for the operational performance for Ascendas Reit s properties in Singapore and executing its operational strategies in Singapore. In addition, she oversees the Property Manager, ASPL, in the delivery of customer care and services and has the responsibility of maximising customer retention, loyalty and satisfaction. Prior to joining the Manager, Karen served as Head of Lease Operations in JTC Corporation and Vice President in Trust Company Asia in charge of client services. Karen has over 15 years of experience in the real estate industry covering various areas of industrial lease and property management and marketing in Singapore and Vietnam. Karen holds a Bachelor of Science (Economics) (Hons) degree and a Master of Science (Real Estate) from the National University of Singapore.

11 Chan Kong Leong Chief Executive Officer ARA Trust Management (Suntec) Ltd Mr Chan Kong Leong was appointed as Chief Executive Officer on 1 January He is a Director of One Raffles Quay Pte. Ltd., Harmony Convention Holding Limited and Park Mall Pte. Ltd. Mr Chan is also a Partners Representative of BFC Development LLP. Prior to this, he was the Chief Operating Officer of Suntec REIT and was responsible for all operational matters, including asset management, investment, finance, investor relations and strategic planning. Before joining Suntec REIT, Mr Chan was with the CapitaLand Group where he held senior management appointments including Senior Vice President, Head of Regional Investment, Asset & Fund Management of CapitaLand Mall Asia, Program Director of CAPITASTAR and Regional General Manager, West China. Mr Chan has 20 years of private and public sector experience in managing investment, development, asset management, operations, strategic planning, stakeholder relations and corporate functions. He has held other senior management appointments in the last 13 years including Head of Corporate Finance, Investor Relations & Corporate Communications at GuocoLand Limited and Chief Operating Officer of Sembawang Kimtrans Ltd. Before his move to the private sector, Mr Chan was with the Singapore Economic Development Board where he was responsible for formulating economic engagement strategies and promoting economic linkages between Singapore and Indonesia. Mr Chan graduated with a First Class Honours in Bachelor of Science in Building from the National University of Singapore. As the best graduate for the entire course of study, he was awarded the Lee Kuan Yew Gold Medal, the Sally Meyer Gold Medal and the Singapore Institute of Surveyors & Valuers Gold Medal. Mr Chan is also a Chartered Financial Analyst charter holder. Steve Ng Head, Marketing & Communications, Singapore CapitaLand Mall Asia Limited Steve has more than 20 years of consumer and corporate marketing experience. He heads the Singapore Group Marketing Communications function and formulates the strategic direction and initiatives to actively engage shoppers, tenants and the communities of CMT's malls. With a suite of loyalty products such as CapitaStar, CapitaVoucher and CapitaCard, he

12 builds greater loyalty amongst shoppers and generates business opportunities for tenants within CMT's malls. He works closely with the malls' marketing communication teams to ensure greater synergies and unlock value for CMT's malls. Steve holds a Bachelor of Science (Economics) in Management Studies from the University of London and a Postgraduate Diploma in ecommerce and Marketing from The Chartered Institute of Marketing. Cheah Yoke Lan Assistant General Manager, Asset Management Frasers Commercial Management Limited Ms Cheah Yoke Lan is responsible for the active asset management of the properties in Australia and the implementation of the business plans. She works closely with the respective property managers to enhance the performance of these assets. She has more than 24 years of valuation and asset management experience. Ms Cheah holds a Bachelor of Property Management (Honours) from University Technology, Malaysia and a Masters in Business Administration from Heriot Watt University, United Kingdom. She is a British Council Scholar and holds both a property management, valuation and estate agent s licence issued by the Board of Valuers, Appraisers and Estate Agents, Malaysia. Tham Kuo Wei Chief Executive Officer, Mapletree lndustrial Trust Management Limited Mr Tham is the Chief Executive Officer and an Executive Director of Mapletree Industrial Trust Management Ltd. He was previously the Deputy Chief Executive Officer and Chief Investment Officer of Mapletree s Industrial business unit. In that capacity, he was responsible for structuring, establishing and managing real estate investment platforms in Singapore and the region. Mr Tham joined Mapletree in 2002 and has since held various positions with the Group. Prior to joining Mapletree, he was in various engineering and logistics management roles with PSA Corporation.

13 Ramesh Selva Senior Vice President, Corporate Trust Perpetual (Asia) Limited Ramesh is responsible for client relationship management, on boarding and complex transaction management activities of the Corporate Trust teams various fiduciary roles that include trustee, custody and debt capital markets services in Singapore and Australia. He is also a resident manager for Perpetual s Singapore Trustee business. His experience in financial services includes various roles across compliance, finance, operations, taxation, legal, governance, relationship and risk management, where he has overseen a number of challenging and complex public market transactions and played a leading role in the governance and supervision of listed (SGX and ASX) and unlisted trusts over various asset classes in Singapore and Australia. Before joining Perpetual in 2010, he was with Suncorp Bank where he held a variety of roles over five years. His most recent role there was as Taxation Manager with a major tax advisory and compliance focus in their Australian fund management and financial markets division. Prior to this he was with State Street Australia in their tax division. Ramesh holds Bachelor degrees in Law and Commerce from Macquarie University, a Masters degree in Law from the University of Sydney, is a Solicitor of the Supreme Court of NSW in Australia and is a qualified Certified Practicing Accountant (CPA). Teo Wee Hwee Partner, Tax Pricewaterhouse Coopers LLP Wee Hwee is a Partner in PwC Singapore and is part of the PwC Asia Pacific Real Estate Tax Team with a focus on fund structuring, REIT and tax minimisation strategies for real estate and infrastructure investments across Asia Pacific. Wee Hwee has assisted many Singapore and foreign investors to structure their Singapore real estate investments (both asset and share deals) in a tax efficient manner across various asset classes, ranging from hotels, office, retail mall, residential to workers dormitories. Apart from Singapore, he has also extensive experience in advising real estate acquisitions in Australia, India, Japan, Korea, Hong Kong, Thailand, Vietnam, Malaysia, Indonesia, China, Myanmar, United States, UK, US, New

14 Zealand, Germany, etc. He liaises and meets up frequently with the Monetary Authority of Singapore to resolve tax issues for clients and incentive applications. He has also been working closely with the Singapore Exchange to promote REIT and Business Trust listings in Singapore, having embarked on a few road shows to Tokyo, Seoul, Mumbai and Hong Kong. Wee Hwee started his earlier years in PwC with a portfolio of companies mainly in the real estate and hotel industry. Leveraging on these experiences, he has moved on to be part of the investment management team with a focus on fund structuring, REIT and tax minimisation strategies for real estate investments across Asia Pacific. Wee Hwee graduated from the Nanyang Technological University with an Honours degree in Accountancy. He is also an Accredited Tax Advisor, the highest level of qualification issued by the Singapore Institute of Accredited Tax Professionals. He is also an instructor for the Certificate of Real Estate Investment Finance (CREIF), a course conducted by APREA for real estate investment professionals. Jonathan Kuah Senior Vice President, Investor Relations & Corporate Communications YTL Starhill Global REIT Management Limited Mr Kuah is responsible for strategic communication with Unitholders, potential investors, analysts and media. He has over 20 years of experience in the financial industry, including 10 years in the real estate industry. Prior to joining the Manager, he spent five years with CapitaLand Limited as Vice President of Investor Relations. Mr Kuah also heal corporate banking positions at HSBC and Credit Agricole Corporate & Investment Bank as well as investment analyst positions at various brokerages. Mr Kuah sits on the Board of Investor Relations Professionals Association (Singapore). Mr Kuah holds a Bachelor of Science in Business Administration (Finance) from California State University, Long Beach, USA.