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Circular to Unitholders - Suntec REIT

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• Income Diversification<br />

The Acquisition is expected <strong>to</strong> benefit <strong>Unitholders</strong> by improving income diversification and<br />

reducing the reliance of <strong>Suntec</strong> <strong>REIT</strong>’s income stream on any single property. With the enlarged<br />

portfolio post the Acquisition, the reliance on the income contribution from <strong>Suntec</strong> City Mall and<br />

<strong>Suntec</strong> City Office Towers will be reduced. The Manager expects that the contribution <strong>to</strong> <strong>Suntec</strong><br />

<strong>REIT</strong>’s Net Property Income 8 by <strong>Suntec</strong> City Mall and <strong>Suntec</strong> City Office Towers within <strong>Suntec</strong><br />

<strong>REIT</strong>’s property portfolio for the Forecast Year will decrease from approximately 87.4%, prior <strong>to</strong><br />

Completion, <strong>to</strong> approximately 69.6%.<br />

• Improved Quality and Diversity of Tenant Base<br />

The Acquisition is expected <strong>to</strong> further enhance the tenancy profile of <strong>Suntec</strong> <strong>REIT</strong>’s office tenant<br />

base with the addition of major anchor office tenants such as ABN AMRO Asia Pacific Pte Ltd,<br />

Barclays PLC, Credit Suisse (Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst &<br />

Young Services Pte Ltd and other major financial institutions, <strong>to</strong> <strong>Suntec</strong> <strong>REIT</strong>’s group of core blue<br />

chip tenants.<br />

• Greater Trading Liquidity and Flexibility<br />

The Conversion Units, when issued, are expected <strong>to</strong> increase the free float of Units on the<br />

SGX-ST. This could lead <strong>to</strong> an increase of <strong>Suntec</strong> <strong>REIT</strong>’s weighting in certain benchmark equity<br />

indices. <strong>Unitholders</strong> will be able <strong>to</strong> benefit from the expected improvement in trading liquidity.<br />

• Rare Opportunity <strong>to</strong> Own an Iconic Building<br />

One Raffles Quay is a landmark building designed by the internationally renowned architectural<br />

firm Kohn Pedersen Fox Associates of New York. The Acquisition presents a rare opportunity for<br />

<strong>Suntec</strong> <strong>REIT</strong> <strong>to</strong> partner with reputable property companies, Hongkong Land International’s parent<br />

entity, Hongkong Land Limited (“Hongkong Land”) and K-<strong>REIT</strong> Asia 9 , in owning a prestigious<br />

iconic prime grade ‘A’ office development with long term growth potential.<br />

These benefits are elaborated in “Rationale for the Acquisition” at paragraph 2.2 of the Letter <strong>to</strong><br />

<strong>Unitholders</strong> below.<br />

METHOD OF FINANCING<br />

The Manager proposes <strong>to</strong> satisfy the Total Acquisition Cost of S$954.6 million and the costs in relation<br />

<strong>to</strong> the financing of approximately S$19.8 million:<br />

(i)<br />

(ii)<br />

partly through the issue of Consideration Units of an aggregate value of S$94.15 million <strong>to</strong> the<br />

Vendor,<br />

partly through the issue of Units <strong>to</strong> the Manager in satisfaction of the acquisition fee of S$9.4<br />

million (being 1.0% of the Agreed Consideration), payable <strong>to</strong> the Manager pursuant <strong>to</strong> Clause 15.2<br />

of the Trust Deed (exclusive of GST);<br />

and partly with the proceeds of either (iii)(a) the drawdown of Debt Financing for the balance of<br />

approximately S$870.9 million, which <strong>Suntec</strong> <strong>REIT</strong> is expected <strong>to</strong> obtain for the purposes of the<br />

Acquisition, or (b) the drawdown of the Debt Financing and the Issue of Convertible Bonds, in such<br />

proportion as the Manager in its discretion, deems appropriate, <strong>to</strong> collectively raise the balance of<br />

S$870.9 million.<br />

8<br />

9<br />

Includes dividend income, interest income and rental income support net of all taxes.<br />

On 30 July 2007, K-<strong>REIT</strong> Asia announced that it will acquire a one-third interest in One Raffles Quay through the acquisition<br />

of one-third of the issued share capital of ORQPL from Boulevard.<br />

6

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