PRESS RELEASE CONTACT INFORMATION August Consulting Tel: (65) 6733 8873 Fax: (65) 6733 9913 Giselle LAU; giselle@august.com.sg Ann LIM; ann@august.com.sg Prime REIT s IPO more than 30 times oversubscribed Units will trade on SGX Main Board on 20 September 2005 SINGAPORE 16 September 2005 SINGAPORE-based Prime Real Estate Investment Trust ( Prime REIT ), established with the principal investment strategy of investing primarily in prime real estate used mainly for retail and/or office purposes, is pleased to announce that its initial public offering of units ( Units ) in Prime REIT ( the Offering ) has attracted strong interest from investors. Prime REIT is managed by Pacific Star Prime REIT Management Limited (the Manager ). A total of 581,918,000 Units were offered for subscription under the Offering. The Offering consists of an international placement of 523,918,000 Units to institutional and other investors in Singapore (the Placement Tranche ), an offering of 58,000,000 Units to the public in Singapore (the Public Offer ) of which 28,000,000 units (the Reserved Units ) were reserved for subscription by the directors, management, employees and business associates of Pacific Star Holding Pte. Ltd. and its subsidiaries (the Pacific Star Group ) and others who have contributed to the success of the Pacific Star Group, as well as the retail tenants of the Ngee Ann City Property and the Wisma Atria Property. There is an over-allotment option of up to 47,150,000 Units (the Over- Allotment Option ).
Page 2 of 6 At the close of the Application List at 8.00 am on 16 September 2005, there were applications from institutional and retail investors for more than 21 billion Units, compared to the 629,068,000 Units available for subscription in the Offering (assuming the Over-Allotment Option is fully exercised). Valid applications pursuant to the Public Offer were received for a total of approximately 712.807 million units (excluding the 28,000,000 Reserved Units). All the 28,000,000 Reserved Units were also fully taken up. Macquarie Securities (Singapore) Pte. Limited ( Macquarie Securities ) was the Sole Global Co-ordinator for the Offering. DBS Bank Ltd ( DBS Bank ), J.P. Morgan (S.E.A.) Limited ( JPMorgan ) and Macquarie Securities (Asia) Pte. Limited were the Joint Financial Advisors. DBS Bank, Deutsche Bank AG, Singapore Branch ( Deutsche Bank ), JPMorgan and Macquarie Securities were the Joint Lead Underwriters and Bookrunners for the IPO. The Oversea-Chinese Banking Corporation Limited ( OCBC ) was the sub-underwriter for the Offering. Macquarie Securities has over-allotted the maximum number of 47.15 million Units in Prime REIT (representing 5.0% of the total number of outstanding Units immediately after the completion of the Offering) pursuant to the Over-Allotment Option granted to it by Macquarie Real Estate Singapore Pte. Limited, as financial sponsor of Prime REIT (the Financial Sponsor ). The IPO opened on 13 September 2005 and closed on 16 September 2005. Trading of Prime REIT s Units on the Singapore Exchange Securities Trading Limited (the SGX- ST ), in board lots of 1,000 Units each, is expected to commence at 2:00 pm on 20 September 2005. In addition to the strong interest from institutional investors, the Financial Sponsor has agreed to subscribe for 235,750,000 Units in Prime REIT at the offering price of S$0.98 per Unit (the Offering Price ), representing approximately 25.0% of the total number of outstanding Units in issue immediately after the completion of the IPO. In addition, American International Assurance Company, Limited ( AIA ), DBS Bank and The Great Eastern Life Assurance Company Limited ( Great Eastern Life ) have
Page 3 of 6 agreed to subscribe for in aggregate 125,332,000 Units at the Offering Price, representing in aggregate 13.3% of the total number of outstanding Units in issue immediately after the completion of the IPO. Mr Franklin Heng, Chief Executive Officer of the Manager commented, On behalf of the Manager, we would like to thank the investors for their confidence and keen interest in Prime REIT s IPO. In addition to the strong interest and support from the retail investors, we are very pleased to have as our unitholders, a number of high quality institutional investors as well as Macquarie Real Estate Singapore Pte. Limited as our Financial Sponsor. We are also equally pleased to have AIA, DBS Bank and Great Eastern Life come on board as our cornerstone investors. This is a resounding endorsement of the investors confidence in us and the growth potential of Prime REIT. He added, We believe our investment appeal lies in our portfolio of prime properties, stable income, strong portfolio fundamentals, high distribution payout ratio as well as our capability to grow the asset base of Prime REIT through acquisitions. We believe these are among the reasons which attracted investors. 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 Pacific Star Property Management Pte. Ltd. (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 upon the fulfilment of certain conditions. Macquarie Bank has indicated that its intention, as at the date of the prospectus of Prime REIT dated 13 September 2005, is to exercise the Call Option within one week after the listing date of Prime REIT. When 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).
Page 4 of 6 About Prime REIT 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 ). The Properties are intended to be acquired at an aggregate purchase price of approximately S$1.3 billion based on an acquisition price of S$663million 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. 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 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. As at 31 January 2005, the committed occupancy rates for retail space in the Wisma Atria Property and the Ngee Ann City Property was approximately 96.9% and 100% 1 Appraised value as at 28 February 2005.
Page 5 of 6 respectively. As at that date, committed occupancy rates for office space of the Wisma Atria Property and the Ngee Ann City Property was approximately 94.0% and 88.5% respectively. Based on a distribution of 2.51 Singapore cents per Unit for the six months from 1 July 2005 to 31 December 2005 2 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 2006. 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 2005. ###### 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 the Units in Singapore or any other jurisdiction. The value of the Units and the income derived from them, if any, may fall or rise. Units are not obligations of, deposits in, or guaranteed by the Manager or any of its affiliates. An investment in the Units is subject to investment risks, including the possible loss of the principal amount invested. Investors should note that they will have no right to request the Manager to redeem or purchase their Units for so long as the Units are listed on the SGX-ST. It is intended that the holders of the Units may only deal in their Units through trading in the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. This document contains forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Prime REIT or the Manager, or industry results, to be materially different from any future results, performance or achievements expressed or explained in the Prospectus. All past performance of the Manager is not indicative of the future performance of the manager. Predictions, productions or forecast of the economy or economic trends of the markets are not necessarily indicative of the future performance of Prime REIT. All forecasts and projections are based on the Manager's assumptions as set out in the Prospectus. Such yields will vary accordingly for investors who purchase the Units in the secondary market at a market price higher or lower than the Offering Price for each Unit. The forecast and projected financial performance of Prime REIT is not guaranteed and there is no certainty that it can be achieved. Investors should read the whole of the Prospectus for details of the forecasts and consider the assumptions used and make their own assessment of the future performance of Prime REIT or seek professional advice from the relevant advisors before deciding whether to subscribe for or purchase the Units. This document is not an offer for sale of the Units in the United States. The Units may not be offered or sold in the United States or to U.S. Persons (as defined under the U.S. Securities Act of 1933, as amended), absent registration or 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 2005. Since the Units will be issued at a later date, investors will only be entitled to distributions arising from operations from the date of issue of the Units to 31 December 2005. 3 Based on annualised figures for the six months from 1 July 2005 to 31 December 2005. 4 Annualised figure for the six months from 1 July 2005 to 31 December 2005 based on the Offering Price of S$0.98 per Unit and on the assumptions set out in the Prospectus. 5 For the full year from 1 January 2006 to 31 December 2006 based on the Offering Price of S$0.98 per Unit and based on the assumptions set out in the Prospectus.
Page 6 of 6 an exemption from registration under the U.S. Securities Act. Neither the Manager nor any other person intends to register any portion of the Offering in the United States or to conduct a public offering of Units in the United States. This document is not to be distributed or circulated outside Singapore.