ARA-CWT Trust Management (Cache) Limited (as manager of Cache Logistics Trust) 6 Temasek Boulevard #16-02 Suntec Tower Four Singapore 038986 Tel: (65) 6835 9232 Fax: (65) 6835 9672 www.cache-reit.com PRESS RELEASE CONTACT INFORMATION ARA-CWT Trust Management (Cache) Limited August Consulting Tel: (65) 6835 9232 Tel: (65) 6733 8873 Fax: (65) 6835 9672 Fax: (65) 6733 9913 Serina LIM, serinalim@ara.com.hk CHIN May Nah, maynah@august.com.sg LUM Yuen May, yuenmaylum@ara.com.hk Nora SNG, nora@august.com.sg Cache Logistics Trust launches IPO Offering of 474,108,000 units at an offering price of S$0.88 per unit Forecast distribution yield of 8.70% 1 in Forecast Year 2010 and 8.82% 2 in Projection Year 2011 SINGAPORE 1 April 2010 ARA-CWT Trust Management (Cache) Limited, as manager of Cache Logistics Trust ( CLT, and the manager of CLT, the Manager ), today launched its initial public offering (the Offering ) of 474,108,000 units in CLT ( Units ) at an offering price of S$0.88 per Unit in conjunction with its proposed listing on the Main Board of Singapore Exchange Securities Trading Limited (the SGX-ST ). The Joint Global Coordinators, Bookrunners and Underwriters for the Offering are Macquarie Capital Securities (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte. Limited and DBS Bank Ltd. The Issue Managers for the Offering are Macquarie Capital (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte. Limited and DBS Bank Ltd. The Offering consists of: (i) an international placement of 433,108,000 Units to investors, including institutional and other investors in Singapore, and 1 Based on the offering price of S$0.88 per Unit and the forecast for the full financial year from 1 January 2010 to 31 December 2010, together with the accompanying assumptions, in the Prospectus (as defined herein) Prospectus. 2 Based on the offering price of S$0.88 per Unit and the forecast for the full financial year from 1 January 2010 to 31 December 2010, together with the accompanying assumptions, in the Prospectus (as defined herein) Prospectus.
Page 2 of 9 (ii) an offering of 41,000,000 Units to the public in Singapore (the Public Offer ) of which 14,000,000 Units will be reserved for subscription by the directors, management, employees and business associates of CWT Limited ( CWT or the Sponsor ), ARA Asset Management Limited ( ARA ) and their subsidiaries. The Public Offer will open at 9.00 a.m. on 2 April 2010 and close at 12.00 p.m. on 8 April 2010. The Units are expected to commence trading on the SGX-ST at 2.00 p.m. on 12 April 2010. The Manager expects to raise gross proceeds of S$417.2 million from the Offering. The total number of Units in issue immediately after completion of the Offering will be 632,200,000 Units. The principal Unitholders of CLT and their unitholdings immediately upon completion of the Offering are: % of Units owned after the Offering CWT 12.2% ARA 1.9% 3 C&P Holdings Pte. Ltd ( C&P ) 1.9% 4 Cornerstone Investors 5 9.0% Public and institutional investors (excluding Cornerstone Investors) 75.0% ABOUT CACHE LOGISTICS TRUST CLT is a Singapore-based real estate investment trust ( REIT ) established principally to invest in income-producing real estate used for logistics purposes in Asia-Pacific 6, as well as real estate-related assets. CLT s initial portfolio of properties comprises six high quality logistics warehouse properties located in Singapore ( Initial Portfolio ), with the following key strengths: 3 ARA is deemed to be interested in 1.9% of the Units which are held by ARA Real Estate Investors V Limited, an indirect wholly-owned subsidiary of ARA. 4 Excludes C&P s deemed interest in 12.2% of the Units held by CWT. 5 JF Asset Management Limited and Morgan Stanley Investment Management Company. 6 For the purposes of CLT s investment mandate, Asia-Pacific is defined as Singapore, Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan, Korea, Australia and New Zealand.
Page 3 of 9 97.3% of aggregate gross floor area ( GFA ) comprises modern ramp-up logistics warehouses; represents 24.9% market share of ramp-up warehouse space in Singapore; GFA of approximately 3.9 million sq ft; properties include CWT Commodity Hub, which is the largest warehouse in Singapore, and CWT Cold Hub, which is the first and only ramp-up cold storage warehouse in Singapore; properties are strategically located in established logistics clusters near Changi Airport, PSA Terminals and Jurong Port; long-term triple net master leases with the Sponsor and its substantial shareholder, C&P, with locked-in annual rent escalations; property portfolio at an average age of 2.12 years 7 ; and weighted average lease expiry of 6.4 years 7. The six properties in the Initial Portfolio are: CWT Commodity Hub 24 Penjuru Road CWT Cold Hub 2 Fishery Port Road Schenker Megahub 51 ALPS Avenue Hi-Speed Logistics Centre 40 ALPS Avenue C&P Changi Districentre 5 Changi South Lane C&P Changi Districentre 2 3 Changi South Street 3 Please refer to the Appendix for more details on the Initial Portfolio. Quality Sponsor and Manager CWT is one of Southeast Asia s largest listed logistics operators by market capitalisation 8 and revenue 9. A leader in supply chain logistics solutions with global operations, CWT is able to connect customers to 120 ports and 1,200 destinations around the world through its network. ARA is a leading real estate fund management group with total assets under management of S$13.5 billion as at 31 December 2009. ARA has an established track record of managing publicly-listed REITs such as Suntec REIT (listed in Singapore), Fortune REIT (listed in Singapore), Prosperity REIT (listed in Hong Kong) and AmFIRST REIT (listed in Malaysia). 7 Weighted by total GFA, assuming a commencement date of 1 January 2010. 8 As at 15 March 2010, being the latest practicable date (the Latest Practicable Date ). 9 For the financial year ended 31 December 2009.
Page 4 of 9 CLT is managed by ARA-CWT Trust Management (Cache) Limited, a joint-venture REIT management company which is 60% owned by ARA and 40% owned by CWT. We believe that Cache Logistics Trust will benefit from the expertise of the Sponsor and the Manager, especially with CWT s logistics expertise as one of the largest listed logistics companies in Southeast Asia, and ARA s management expertise as one of the largest REIT managers in Asia ex-japan. With their support, we are in a good position to achieve our key objectives of increasing our distribution and NAV per unit while maintaining an appropriate capital structure, said Mr Daniel Cerf, Chief Executive Officer of the Manager. Attractive and resilient logistics property fundamentals in Singapore The demand for logistics properties in Singapore is underpinned by the 21 of the top 25 global logistics providers significant presence in Singapore, with contract logistics and freight forwarding market volume in Singapore forecast to grow at a compounded annual growth rate of 16.0% and 8.6% respectively, from 2007 to 2011. In addition, the logistics industry as a whole is expected to grow from approximately 9.0% in 2008 to up to 13.0% of Singapore s GDP by 2012. Cache is a unique investment opportunity for Unitholders as it capitalises on the positive outlook of the Singapore logistics sector and the synergistic business models of the REIT and CWT. We are also able to leverage on the rights of first refusal granted by CWT and C&P as well as the strengths of CWT to pursue yield accretive acquisitions to achieve regular and stable distributions, added Mr Cerf. The right of first refusal granted by CWT and C&P covers logistics properties in the Asia Pacific region owned by or offered to CWT and/or C&P. Those existing properties owned by CWT and C&P that are covered by the right of first refusal span over 2.9 million sq ft of GFA and are located in both Singapore and China. Against the backdrop of a strong and resilient logistics industry, we will continue to ride on the healthy and sustained demand for logistics properties in Singapore. While Singapore will continue to account for the majority of Cache Logistics Trust s assets in the near term, over the longer term we will look to pursue opportunities in suitable locations within the region in order to enhance our geographical spread and tenant base, commented Mr Cerf.
Page 5 of 9 High quality logistics property portfolio with strong market share of ramp-up warehouses in Singapore CLT s properties are strategically located in established logistics clusters, near air and sea transportation ports, with two properties in each of three major logistics clusters the Airport Logistics Park of Singapore ( ALPS ), Changi International LogisPark (South) and the Penjuru/Pandan area in the Jurong Industrial Estate. In addition, the Initial Portfolio has key competitive advantages. 97.3% of the Initial Portfolio s GFA comprise modern ramp-up warehouses, representing 24.9% market share of Singapore s ramp-up warehouse space. Ramp-up warehouses offer operating and efficiency advantages in the movement of cargo vis-a-vis conventional multi-storey cargo-lift warehouses, and are also more resilient in terms of rental rates and occupancy. More significantly, barriers to entry exist for the development of new efficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of one hectare and the specialised planning and design required. The buildings within the Initial Portfolio have a weighted average age of 2.12 years (by GFA as at 1 January 2010), which translates into lower capital expenditure in the near term. Strong and diverse demand for the Properties by underlying end-users 10 CLT s properties are 94.1% 11 occupied by 26 end-users from a diverse spread of domestic and international companies, with over 91% taken up by multinational corporations and government agencies. CLT also enjoys demand from a strong and diversified base of endusers by trade sectors such as industrial and commercial goods, commodities and chemical sectors, food and cold storage, aerospace, healthcare, courier services and hospitality. In addition, 71.6% of the GFA is occupied by end-users that have committed capital expenditure on the fit-out of their space, which increases the incentive for such end-users to continue to occupy the properties. This is illustrated by the high retention rates of 95% per annum for the past three years achieved by the Master Lessees at the Properties. 10 Figures in this section are as at 31 December 2009. 11 This does not include the parts of CWT Commodity Hub which received the temporary occupation permits on 28 September 2009 and 19 October 2009. As it typically takes up to six months for the occupancy of a newly completed property to stabilise, the Manager is therefore of the view that it would not be representative to include such parts when computing the occupancy rate for CWT Commodity Hub as at 31 December 2009 when the occupancy at such parts of CWT Commodity Hub was not yet stabilised.
Page 6 of 9 Stable and sustainable distributions CLT aims to provide Unitholders with regular and stable distributions, long-term growth in distribution per Unit ( DPU ) and net asset value per Unit, while maintaining an appropriate capital structure. The Initial Portfolio will be leased to CWT, C&P and certain subsidiaries of C&P. The Master Lease Agreements provide for long lease durations ranging from 5 to 10 years and a weighted average lease expiry of 6.4 years, with locked-in rental escalations and a triple net lease structure for the first five years of the initial contracted leased term. The Manager believes that Unitholders will benefit from the predictable growth in CLT s cash flows arising from the Master Lease Agreements. For the Forecast Year 2010, the Manager has forecast a DPU of approximately 7.65 cents, which is equivalent to a distribution yield of 8.70% 12. The distribution yield is forecast to reach 8.82% 13 for the Projection Year 2011. Going forward, CLT s distribution policy is to distribute 100% of its income during the Forecast and Projection Years. As at the Listing Date, CLT has a conservative capital structure with a low initial Aggregate Leverage of 25.9% giving room to fund future acquisitions. Commenting on the growth potential of the properties, Mr Cerf added, The stable income is underpinned by the strong fundamentals of Cache s properties and the positive exposure to quality end-users such as the multinational corporations and government agencies in Singapore. Going forward, our intention is to acquire logistics properties in Singapore and Asia which will enhance our income and capital growth. 12 Based on the offering price of S$0.88 per Unit and the forecast for the full financial year from 1 January 2010 to 31 December 2010, together with the accompanying assumptions, in the Prospectus. 13 Based on the offering price of S$0.88 per Unit and the projection for the full financial year from 1 January 2011 to 31 December 2011, together with the accompanying assumptions, in the Prospectus.
Page 7 of 9 INDICATIVE OFFER TIMETABLE Date and Time Event 2 April 2010, 9.00 a.m. Opening date and time for the Public Offering 8 April 2010, 12.00 p.m. Closing date and time for the Public Offering 12 April 2010, 2.00 p.m. Commencement of trading on the SGX-ST Important Notice: ### This release 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. The past performance of ARA-CWT Trust Management (Cache) Limited, as manager of CLT is not indicative of the future performance of the Manager. Predictions, projections or forecasts of the economy or economic trends of the markets are not necessarily indicative of the future or likely performance of CLT. The forecast financial performance of CLT is not guaranteed. A potential investor is cautioned not to place undue reliance on these forwardlooking statements, which are based on the current view of management on future events. A potential investor should read the prospectus in relation to the initial public offering of Units by the Manager (the Prospectus ), a copy of which may be obtained, subject to availability, from Macquarie Capital Securities (Singapore) Pte. Limited at 23 Church Street, Capital Square, #11-11, Singapore 049481, Standard Chartered Securities (Singapore) Pte. Limited, 6 Battery Road, #03-00, Singapore 049909, DBS Bank Ltd, 6 Shenton Way, DBS Building Tower One, Singapore 068809, and from members of the Association of Banks of Singapore, members of the SGX-ST and merchant banks in Singapore for the period from 5 April 2010 to 8 April 2010, for details of the forecasts and projections and to consider the assumptions used and make their own assessment of the future performance of CLT before deciding whether to subscribe for or purchase the Units. This release is qualified in its entirety by, and should be read in conjunction with, the full text of the Prospectus. Anyone wishing to subscribe for or purchase the Units 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, CLT, the Manager, HSBC Institutional Trust Services (Singapore) Limited, as trustee of CLT (the Trustee ), the Sponsor, the Joint Global Coordinators or the Issue Managers. 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 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 release is not provided to and should not be read by any person other than Singapore residents reading this information within the Republic of Singapore. The information in this release must not be published outside the Republic of Singapore and in particular, but without limitation, must not be published in any United States edition of any publication. This release is not an offer for sale of the securities in the United States. Units in CLT may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Any public offering of securities of CLT in the United States would be made by means of a prospectus that would contain detailed information about CLT, the Manager and its management, as well as financial statements. CLT does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
Page 8 of 9 This release is for information purposes only and does not constitute or form part of an offer, solicitation or invitation of any offer, to buy or subscribe for any securities, nor should it or any part of it form the basis of, or be relied in any connection with, any contract or commitment whatsoever. Any decision to purchase or subscribe for securities in CLT should be made solely on the basis of information contained in the Prospectus and no reliance should be placed on any information other than that contained in the Prospectus. If you have gained access to this information contrary to any of the foregoing restrictions, you are not authorised and will not be able to purchase any of the securities described therein.
Page 9 of 9 APPENDIX: OVERVIEW OF INITIAL PORTFOLIO C&P C&P CWT Commodity CWT Schenker Hi-Speed Changi Changi Total/ Hub Cold Hub Megahub Logistics Centre Districentre Districentre 2 Average Ramp-up feature Cargo lift 97.3% by GFA are ramp-up warehouses Location 24 Penjuru Road 2 Fishery Port Road 51 ALPS Avenue 40 ALPS Avenue 5 Changi South Lane 3 Changi South Street 3 GFA (sq ft) 2,295,994 (1) 341,944 (2) 439,956 308,626 364,278 105,945 3,856,743 Average Independent valuation (3) S$325.5m S$129.6m S$101.0m S$70.8m S$83.3m S$19.8m S$729.9m Contracted 5-10 (4) years 5 years Over 6 years, Over 6 years, 5 years 5 years 6.4 (5) years Lease term expiring on 31 expiring on 15 Oct Aug 2016 2016 Notes: (1) Does not include container yard area of 103,793 sq ft which forms part of CWT Commodity Hub that will be acquired by CLT. (2) The GFA comprises cold room space of 158,882 sq ft, ambient warehouse space of 117,664 sq ft and ancillary office and service areas of 65,398 sq ft. (3) Average of the two valuations conducted by CB Richard Ellis (Pte) Ltd and Knight Frank Pte Ltd. (4) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub Individual Lease Agreements (as defined in the Prospectus) which will be entered into in connection with CWT Commodity Hub in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the CWT Commodity Hub Individual Lease Agreements, which will commence at the expiration of the initial Master Lease term, will range from one to five years. CLT may agree and sign extensions of either the Master Lease or individual leases, as the case may be, beyond the expiry date of the initial lease terms. (5) Weighted based on total GFA for the Properties, assuming commencement date of 1 January 2010.