Prime Real Estate Investment Trust (Prime REIT) seeks listing on the Main Board of the SGX-ST

Transcription

1 PRESS RELEASE CONTACT INFORMATION August Consulting Tel: (65) Fax: (65) Giselle LAU; Ann LIM; Prime Real Estate Investment Trust (Prime REIT) seeks listing on the Main Board of the SGX-ST Pacific Star Prime REIT Management Limited as Manager of Prime REIT. Macquarie Securities (Singapore) Pte. Limited appointed as Sole Global Coordinator. DBS Bank Ltd, J.P. Morgan (S.E.A.) Limited and Macquarie Securities (Asia) Pte Limited appointed as Joint Financial Advisors. DBS Bank Ltd, J.P. Morgan (S.E.A.) Limited, Deutsche Bank AG, Singapore Branch, and Macquarie Securities (Singapore) Pte. Limited appointed as Joint Lead Underwriters and Bookrunners. SINGAPORE 17 August Pacific Star Prime REIT Management Limited announced today that it has lodged the preliminary prospectus of Prime Real Estate Investment Trust ( Prime REIT ) with the Monetary Authority of Singapore in connection with the offer of units representing undivided interests in Prime REIT ( Units ) for subscription in connection with the proposed listing of Prime REIT on the Main Board of the Singapore Exchange Securities Trading Limited ( SGX-ST ).

2 Page 2 of 6 Prime REIT is a Singapore-based real estate investment trust established with the principal investment strategy of investing primarily in prime real estate used mainly for retail and/or office purposes. Prime REIT will initially invest in and own the Wisma Atria property, comprising 331 strata lots representing 74.23% of the total share value of the strata lots in the complex (the Wisma Atria Property ) and the Ngee Ann City property comprising 4 strata lots representing 27.23% of the total share value of the strata lots in the complex (the Ngee Ann City Property, together with the Wisma Atria Property, the Properties ). Pacific Star Prime REIT Management Limited is the manager (the Manager ) of Prime REIT and Pacific Star Property Management Pte Ltd is the property manager (the Property Manager ) of the Properties (as more fully described below) to be acquired by Prime REIT. The Manager intends to offer Units for subscription at an offering price of between S$0.93 and S$0.98 per Unit (the Offering ). The Offering will comprise an international placement to investors including institutional and other investors in Singapore and an offering to the public in Singapore. The actual offering price will be determined following a book-building process by agreement between the Joint Lead Underwriters and the Manager. There will be a total of 943,000,000 Units in issue immediately after the completion of the Offering. Separate from the Offering, Macquarie Real Estate Singapore Pte. Limited, as financial sponsor (the Financial Sponsor ), has entered into a subscription agreement with the Manager to subscribe for 235,750,000 Units at the offering price (less a 3.0% discount to the offering price for each Unit), representing approximately 25% of the Units in issue immediately after the completion of the Offering (assuming the over-allotment option of up to 47,150,000 Units granted by the Financial Sponsor to the Sole Global Coordinator has not been exercised), subject to the completion of the Offering. In addition, separate from the Offering, American International Assurance Company, Limited ( AIA ), DBS Bank Ltd ( DBS Bank ) and The Great Eastern Life Assurance Company Limited have each signed separate subscription agreements with the Manager, as cornerstone investors, to subscribe for an aggregate of 125,332,000 Units

3 Page 3 of 6 at the offering price, representing in aggregate approximately 13.3% of the Units in issue immediately after the completion of the Offering. Macquarie Bank Limited ( Macquarie Bank ) has been granted a call option (the Call Option ) by Pacific Star Holding Pte. Ltd., the parent company of the Manager and the Property Manager, to acquire through an intermediate holding company (which will be set up), an effective interest in 50.0% of the issued and paid-up share capital of each of the Manager and the Property Manager. The Call Option may be exercised by Macquarie Bank (or its nominated subsidiary) at any time within a period of six (6) months from and including the business day immediately following the listing date of Prime REIT. Macquarie Bank has indicated that its intention, as at the date of the preliminary prospectus, is to exercise the Call Option within one week after the listing date of Prime REIT. Completion of Macquarie Bank s acquisition of interests in the Manager and the Property Manager following the exercise of the Call Option will be subject to the satisfaction of certain conditions precedent. If the Call Option is exercised and Macquarie Bank s acquisition of interests in the Manager and the Property Manager is completed, Prime REIT will be able to benefit from the network of Macquarie Bank in addition to the network and opportunities for acquisitions provided by its current shareholders, including ERGO Trust GmbH (which is a wholly-owned subsidiary of ERGO AG). Macquarie Securities (Singapore) Pte. Limited ( Macquarie Securities ) has been appointed Sole Global Co-ordinator. DBS Bank, J.P. Morgan (S.E.A) Limited ( JP Morgan ) and Macquarie Securities (Asia) Pte Limited have been appointed Joint Financial Advisors. DBS Bank, JP Morgan, Deutsche Bank AG, Singapore Branch ( Deutsche Bank ), and Macquarie Securities have been appointed Joint Lead Underwriters and Bookrunners for the Offering. The Oversea-Chinese Banking Corporation Limited ( OCBC ) is the sub-underwriter for the Offering. The Offering will be fully underwritten at the offering price by Macquarie Securities, DBS Bank, JP Morgan and Deutsche Bank.

4 Page 4 of 6 The Properties are intended to be acquired at an aggregate purchase price of approximately S$1.3 billion comprising S$663 million 1 for the Wisma Atria Property and S$640 million 1 for the Ngee Ann City Property. The Properties are landmark properties located in Orchard Road, the heart of Singapore s premier shopping and tourist precinct. These Properties form the largest retail space with the longest frontage on Orchard Road and enjoy strong brand recognition from locals, tourists and business travellers alike. The Ngee Ann City Property targets a wide demographic segment including the affluent with luxury retailers such as Louis Vuitton, Chanel, Piaget and Burberry; the young and upwardly mobile with trendy retail stores such as Guess, Zara and Max Mara; and the family crowd with tenants such as Books Kinokuniya and stores offering children s apparel and toys. The Ngee Ann City Property also distinguishes itself with a wide variety of dining offerings to encourage a wide selection of local and tourist market to visit the complex. The Wisma Atria Property, on the other hand, is positioned as a cosmopolitan lifestyle centre that offers shopping, dining and entertainment for the young, trendy and fashion conscious. Its retail stores include Bebe, BCBG, Karen Millen, FCUK, Nine West, Topshop, Topman, Nike Women, Warehouse and Forever 21. The Properties are easily accessible via public transport and are well served by a network of major roads. Direct access from the Orchard MRT station exists via an underground walkway which also connects the Wisma Atria Property to the Ngee Ann City Property. The Properties also provide exposure to the Singapore office market with office space forecast and are projected to contribute 14.0% and 13.9% respectively to the gross rent of Prime REIT for the financial year ending 31 December 2005 and financial year ending 31 December 2006 respectively. Such exposure provides Prime REIT with enhanced earnings diversification and the potential for future earnings growth with the Singapore office sector expected to enter a cyclical upturn. 1 Based on the maximum offer price of S$0.98 per Unit

5 Page 5 of 6 As at 31 January 2005, committed occupancy rate for retail space in the Wisma Atria Property and the Ngee Ann City Property was approximately 96.9% and 100% respectively. As at that date, committed occupancy rate for office space of the Wisma Atria Property and the Ngee Ann City Property was approximately 94.0% and 88.5% respectively. One of the primary objectives of Prime REIT is to provide unitholders ( Unitholders ) with stable distributions on a quarterly basis. Based on a distribution of 2.51 Singapore cents per Unit for the six months from 1 July 2005 to 31 December and a projected distribution of 5.25 Singapore cents per Unit for the financial year ending 31 December 2006, Unitholders are expected to benefit from a 4.5% 3 growth in annualised distributions over the forecast period ending 31 December 2005 and the projection year ending 31 December This equates to an annualised yield of 5.12% 4 for the forecast period ending 31 December 2005 and 5.35% 5 for the projection year ending 31 December 2006 respectively. As the Units will be issued at a date after 1 July 2005, Unitholders will only be entitled to distributions arising from operations from the date of issue of the Units to 31 December 2005 for the year ending 31 December # # # IMPORTANT NOTICE The information contained in this document does not constitute an offer or invitation to sell or the solicitation of an offer or invitation to purchase or subscribe for units in Prime Real Estate Investment Trust ( Prime REIT, and units in Prime REIT, Units ) in Singapore or any other jurisdiction. After registration of the prospectus (the Prospectus ) with the Monetary Authority of Singapore, copies of the Prospectus may be obtained, subject to availability, from any branch of DBS Bank (including POSB), Deutsche Bank, JP Morgan, Macquarie Securities, and where applicable, from certain members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. The Prospectus is expected to be available in or around September Anyone wishing to subscribe for or purchase the Units should read the Prospectus before deciding whether to subscribe for or purchase the Units and will need to make an application in the manner set out in the Prospectus. The value of the 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. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request that the Manager redeem or purchase their Units while the 2 Assuming that the Units are issued on 1 July 2005 and are eligible for distributions from operations from 1 July 2005 to 31 December Annualised distribution yield and distribution per Unit may differ due to the actual listing date. 4 Annualised figure for the six months from 1 July 2005 to 31 December 2005 based on the subscription price of S$0.98 per Unit (or 5.40% if the subscription price is S$0.93 per Unit) and based on the assumptions set out in the prospectus to be registered by the Monetary Authority of Singapore (the "Prospectus"). 5 For the full year from 1 January 2006 to 31 December 2006 based on the subscription price of S$0.98 per Unit (or 5.64% if the subscription price is S$0.93 per Unit) and based on the assumptions set out in the Prospectus.

6 Page 6 of 6 Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. This document may contain forward-looking statements that involve assumptions, 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. Predictions, projections or forecasts of the economy or economic trends of the markets are not necessarily indicative of the future or likely performance of Prime REIT. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of management on future events. The forecast financial performance of Prime REIT is not guaranteed and is not necessarily indicative of the future or likely performance of Prime REIT. The forecast yield is calculated based on the maximum subscription price of S$0.98 per Unit. Such yields will vary accordingly for investors who purchase Units in the secondary market at a market price different from the maximum subscription price of S$0.98 per Unit and the minimum subscription price of S$0.93 per Unit. A potential investor should read the Prospectus for details of the forecasts and projections and consider the assumptions used and make their own assessment of the future performance of Prime REIT before deciding whether to subscribe for or purchase the Units. This document is qualified in its entirety by, and should be read in conjunction with, the full text of the Prospectus. This document is not for distribution, directly or indirectly, in or into the United States, Canada or Japan. It is not an offer of securities for sale into the United States, Canada or Japan. The Units may not be offered or sold in the United States unless they are registered or exempt from registration under the Securities Act. Neither Prime REIT nor the Manager intends to register the securities or conduct a public offer of the securities in the United States.