IPO Watch 21 January 2014 IPO Price Subscribe IPO Statistics S$0.80 Issue price S$0.80 Total new share issue 208.0m - Placement tranche 151.75m - Public tranche 56.25m Listing status Mainboard Closing date (public) 23/Jan/14 Trading date 27/Jan/14 Lead manager Standard Chartered Post IPO Total issued share 866.0m Market cap S$692.8m NAV S$1.04 Yield FY2014 6.8% Yield FY2015 6.9% 6.8% projection yield seems reasonable Summary: The initial portfolio of OUE Commercial REIT is OUE Bayfront Property comprising i) OUE Bayfront, an 18-storey premium office building with rooftop restaurant premises which is complemented by retail facilities at its ancillary properties, namely (ii) OUE Tower, a conserved tower building with panoramic views of the Marina Bay landscape which is currently occupied by a fine dining restaurant, and (iii) OUE Link, a link bridge with retail units; and Lippo Plaza Property (Shanghai), Lippo Plaza is a 36-storey Grade-A commercial building used for office and retail purposes and also comprises three basement levels consisting of commercial space and car park lots. This initial portfolio has an aggregate value range of S$1,550m-S$1,624m, based on independent valuation estimates. We believe the projected yield of 6.8% is reasonable compared to its peers. We recommend Subscribe, given its relatively low Price to Book valuation. Peer Comparison DPU (%) Code Price MktCap Actual Y1 Y2 PBR Gearing Name (Local) (S$ m) (%) (%) (%) (x) (%) OUE COMM REIT * OUECT SP 0.80 692.8 na 6.8 6.9 0.8 42 KEPPEL REIT KREIT SP 1.16 3233.7 6.8 6.9 7.0 0.9 40 CAPITAMALL TRUST CT SP 1.88 6485.9 5.3 5.4 5.8 1.1 31 ASCENDAS REAL ES AREIT SP 2.17 5213.5 6.3 6.6 7.0 1.1 30 CAPITACOMMERCIAL CCT SP 1.47 4231.8 5.5 5.4 5.5 0.9 26 SUNTEC REIT SUN SP 1.57 3545.2 5.8 5.8 6.1 0.8 36 MAPLETREE LOG TR MLT SP 1.02 2481.2 7.0 7.0 7.1 1.1 37 SPH REIT SPHREIT SP 0.99 2476.0 na 5.7 5.4 1.1 26 MAPLETREE COMM MCT SP 1.16 2407.4 6.0 5.9 6.1 1.1 41 MAPLETREE INDUST MINT SP 1.30 2170.7 7.4 7.4 7.6 1.2 35 MAPLETREE GREATE MAGIC SP 0.79 2100.9 na 7.4 7.8 0.9 44 ASCOTT RESIDENCE ART SP 1.24 1887.9 7.1 7.0 6.9 1.2 40 FORTUNE REIT 778 HK 5.85 1793.3 5.9 6.1 6.8 0.8 22 STARHILL GLOBAL SGREIT SP 0.77 1658.0 6.4 6.4 6.5 1.0 31 CDL REIT CDREIT SP 1.62 1573.2 6.8 6.8 6.9 1.0 23 FRASERS CENTREPO FCT SP 1.78 1468.0 6.1 6.2 6.4 1.0 27 FAR EAST H TRUST FEHT SP 0.82 1444.8 0.0 7.1 7.2 1.0 30 PARKWAYLIFE REIT PREIT SP 2.35 1421.8 4.5 4.7 4.9 1.5 32 OUE HOSPITALITY OUEHT SP 0.88 1153.4 na 6.0 7.6 1.0 33 CAPITARETAIL CRCT SP 1.32 1056.0 7.0 7.1 7.6 1.1 25 LIPPO MALLS LMRT SP 0.41 993.6 8.5 9.1 9.4 0.8 21 CAMBRIDGE REIT CREIT SP 0.70 861.3 7.2 7.6 8.1 1.0 25 CACHE LOGISTICS CACHE SP 1.11 861.7 7.8 7.8 8.1 1.3 31 FRASERS COMMERCI FCOT SP 1.26 843.1 6.2 7.0 7.6 0.8 39 AIMS AMP CAPITAL AAREIT SP 1.40 739.0 7.8 7.9 8.4 1.1 35 FIRST REIT FIRT SP 1.06 749.0 6.9 7.7 7.9 1.4 26 Average 2059.3 6.3 6.7 7.0 1.0 32 * post-invitation Source: Bloomberg, NRA Capital estimates Jacky Lee (+65) 6236-6887 jacky.lee@nracapital.com www.nracapital.com
Investment Highlights Opportunity to participate in Asia s growth story Asia is expected to underpin future growth in the global economy Singapore and Shanghai have substantial growth potential and attractiveness as financial and business hubs IPO Portfolio comprises landmark commercial properties strategically located in the prime commercial districts of Singapore and Shanghai Stable distribution yield with potential organic growth Acquisition at attractive prices offer potential for capital appreciation of the IPO Portfolio Downside protection with Income Support Arrangement Growth potential Potential organic growth via possible rent reversions and balanced lease expiry profile for the IPO Portfolio Potential to increase portfolio GFA to over 4.5x via Sponsor ROFR Properties which offer further exposure to landmark office real estate in Singapore s key CBD areas Backed by sponsor with proven track record Sponsor enhanced the value of its real estate portfolio via redevelopment of the former Overseas Union House into OUE Bayfront and the redevelopment undertaken in respect of One Raffles Place page 2
Company Background OUE C-REIT is a Singapore REIT established with the principal investment strategy of investing, directly or indirectly, in a portfolio of income-producing real estate used primarily for commercial purposes (including real estate used primarily for office and/or retail purposes) in financial and business hubs within and outside of Singapore, as well as real estate-related assets. The IPO Portfolio of OUE C-REIT comprises the OUE Bayfront Property in Singapore and the Lippo Plaza Property in Shanghai, the PRC, as set out in the map below. The IPO Portfolio is valued at an aggregate of approximately S$1,623m as at 30 September 2013 with a total GFA of approximately 105,296.1 sqm. CIMB, Oversea-Chinese Banking Corp and Standard Chartered are the joint global co-ordinators on the IPO, as well as joint bookrunners with Citigroup, JPMorgan and RHB. Portfolio Location page 3
1. The OUE Bayfront Property: Premium office building with ancillary retail facilities located between the new Marina Bay downtown and Raffles Place, within Singapore s CBD 2. The Lippo Plaza Property: Grade-A commercial building located in the Huangpu district, one of Shanghai s established core commercial districts page 4
IPO portfolio The OUE Bayfront The Lippo Plaza Property Property Total/Average Usage Office and retail Office and retail GFA (sq m) 46,774.60 58,521.50 105,296.10 Net Lettable Area (sq m) Overall 37,381.80 39,232.00 76,613.80 Office component 35,551.70 33,538.60 69,090.30 Retail component 1,830.10 5,693.40 7,523.50 Committed Occupancy Rate as at Overall 96.1 88.2 92.0 30 September 2013 (%) Office component 95.9 86.5 91.4 Retail component 100.0 97.8 98.3 Number of Tenants as at Overall 45 83 128 30-Sep-13 Office component 33 72 (1) 105 Retail component 12 11 (2) 23 Gross Revenue for the Forecast 50.4 24.0 (3) 74.4 Year 2014 (S$m) Net Property Income for the 36.9 17.4 (3) 54.3 Forecast Year 2014 (S$m) Independent Appraisal Values Savills: 1,115.00 470.4 (3) 1,585.40 as at 30 September 2013 (S$m) Colliers: 1,135.00 488.6 (3) 1,623.60 Independent Appraisal Values Savills: 1,080.00 470.4 (3) 1,550.40 (without Income Support) (S$m) Colliers: 1,102.00 488.6 (3) 1,590.60 Purchase Consideration (S$m) 1,005.0 331.8 (4) 1,336.80 (subject to adjustment) (5) (subject to adjustment) (5) Notes: (1) As at 30 September 2013, two office tenants have also entered into letters of offer or lease agreements for retail spaces. (2) Excluding the two office tenants which have also entered into letters of offer or lease agreements for retail spaces. (3) Based on an exchange rate of S$1.00: RMB4.7830. (4) The aggregate purchase consideration for the Lippo Plaza Property is based on an exchange rate of S$1.00: HK$6.1275 and comprises (i) the purchase consideration of approximately HK$843.5 million (subject to adjustment) payable to Lippo China Resources Limited ( LCR ) under the Tecwell Share Purchase Agreement (as defined herein) for the entire issued share capital in the BVI Company, (ii) the repayment of the principal amount of HK$776 million of a term loan facility granted by Standard Chartered Bank (Hong Kong) Limited, The Bank of East Asia, Limited, China CITIC Bank International Limited (formerly known as CITIC Bank International Limited), Chinatrust Commercial Bank and Chong Hing Bank Limited to the BVI Company as the borrower (the Existing Offshore Facility ), and (iii) the refinancing of the Existing Onshore Facility (as defined herein). (5) The purchase consideration for the Lippo Plaza Property may be adjusted upwards or downwards based on the increase or decrease, as the case may be, in NAV of the BVI Company and its subsidiaries (which is the aggregate value of the total assets of BVI Company and its subsidiaries less the aggregate amount of the total liabilities of the BVI Company and its subsidiaries) (excluding any change in valuation of the Lippo Plaza Property) as at the Listing Date relative to 30 June 2013. The management accounts of the BVI Company and its subsidiaries will be used to prepare the consolidated accounts of the BVI Company as at the completion date of the Tecwell Share Purchase Agreement (the Completion Accounts, and the completion date of the Tecwell Share Purchase Agreement, the Tecwell Completion Date ) as well as the statement as at the Tecwell Completion Date in the format set out in the Tecwell Share Purchase Agreement (the Completion NAV Statement, and together with the Completion Accounts, the Completion Financial Statements ). The Completion Financial Statements will be prepared by the BVI Holding Company and reviewed by the Reporting Auditors. page 5
Structure of OUE C-REIT Notes: (1) The BVI Holding Company is a wholly-owned subsidiary of OUE C-REIT incorporated in the British Virgin Islands( BVI ) to acquire the entire issued share capital in the BVI Company. (2) The BVI Holding Company entered into a share purchase agreement with LCR on 16 October 2013, as supplemented by a supplemental agreement entered into between the BVI Holding Company and LCR on 9 January 2014, to acquire the entire issued share capital in the BVI Company (the Tecwell Share Purchase Agreement ). Following completion of the acquisition, OUE C-REIT will have proper legal and marketable title to the Lippo Plaza Property. (3) The PRC Company owns the Lippo Plaza Property and is a wholly-owned subsidiary of the BVI Company. page 6
Management Reporting Structure Substantial Unitholders (1) The Sponsor, being the holding company of Clifford Development Pte. Ltd., is deemed to have an interest in the Units held by Clifford Development Pte. Ltd.. OUE Realty Pte. Ltd. page 7
This publication is confidential and general in nature. It was prepared from data believed to be reliable, and does not have regard to the specific investment objectives, financial situation and the particular needs of any specific person who may receive this report. No representation, express or implied, is made with respect to the accuracy, completeness or reliability of the information or opinions in this publication. Accordingly, neither we nor any of our affiliates nor persons related to us accept any liability whatsoever for any direct, indirect or consequential losses (including loss and profit) or damages that may arise from the use of information or opinions in this publication. Opinions expressed are subject to change without notice. NRA Capital Pte. Ltd. and its related companies, their associates, directors, connected parties and/or employees may own or have positions in any securities mentioned herein or any securities related thereto and may from time to time add or dispose of or may materially interested in any such securities. NRA Capital Pte. Ltd. and its related companies may from time to time perform advisory, investment or other services for, or solicit such advisory, investment or other services from any entity mentioned in this report. The research professionals who were involved in the preparing of this material may participate in the solicitation of such business. In reviewing these materials, you should be aware that any or all of the foregoing, among other things, may give rise to real or potential conflicts of interest. Additional information is, subject to the duties of confidentiality, available on request. Co. Reg. No.: 199904258C 133 Cecil Street #04-02 Keck Seng Tower Singapore 069535 Tel: (65) 6236 6878 Fax: (65) 6222 0093 page 8