Untitled - Mapletree Logistics Trust

the Listing Date, the Sienna Units (to the extent that any of them are returned to SPL) as well as the
Mapletree Partnership Units (to the extent that any of them are not subscribed for by the Investing
Vendors and are taken up by the Sponsor) (collectively, the ‘‘Lock-up Units’’) and (ii) a lock-up
arrangement during the Second Lock-up Period in respect of its effective interest in 50.0% of the Lockup
Units.
Experienced and professional management
The Manager believes that Unitholders will benefit from the experience of key staff members of the
Manager and Mapletree Property Management Pte. Ltd. (the ‘‘Property Manager’’) in fund, asset and
property management in the Singapore and regional logistics property markets.
The executive officers of the Manager have demonstrated their ability to source for and complete
acquisitions of real estate assets used for logistics purposes, having been actively involved in the
acquisitions of 12 of the Properties from third party vendors over the year preceding the Listing Date.
Management fees structured to incentivise and align interests of the Manager with that of
Unitholders
The management fees payable to the Manager have a performance-based element which is designed to
align the interests of the Manager with those of the Unitholders, and incentivise the Manager to grow
revenues and minimise operating costs. Under the Trust Deed, the Manager is entitled to receive a base
fee of 0.5% per annum of the value of MLT’s Deposited Property (the ‘‘Base Fee’’), as well as a
performance fee of 3.6% per annum of the Net Property Income in the relevant financial year (calculated
before accounting for this additional fee in that financial year) (the ‘‘Performance Fee’’).
Any increase in the rate or any change in the structure of these fees must be approved by a resolution
proposed and passed as such by a majority consisting of 75.0% or more of the total number of votes
cast for and against such resolution (an ‘‘Extraordinary Resolution’’) at a meeting of Unitholders duly
convened and held in accordance with the provisions of the Trust Deed.
(See ‘‘The Manager and Corporate Governance — Management Fees’’.)
Capital structure that provides future financing flexibility
MLT has in place an unsecured three-year floating rate term loan facility of S$150.0 million from
Oversea-Chinese Banking Corporation Limited, The Hongkong and Shanghai Banking Corporation
Limited and Standard Chartered Bank (the ‘‘Facility’’). The Facility will be drawn upon on the Listing
Date in an amount of S$109.9 million at the maximum subscription price of the Offering Price Range
(S$0.68) and S$128.5 million at the minimum subscription price of the Offering Price Range (S$0.63).
Even at the high end of the borrowing range on the Listing Date, MLT will have additional borrowing
capacity of up to 5.7% of the value of its Deposited Property before it reaches the 35.0% borrowing limit
under the Property Funds Guidelines. This will leave MLT well positioned to debt fund future
acquisitions.
(See ‘‘Strategy — Capital and Risk Management Strategy’’.)
Tax transparency and attractive regulatory environment
The Tax Ruling grants tax transparency to MLT on its taxable income that is distributed to Unitholders
such that MLT will not be taxed at the trust level. Instead, tax will be imposed on the distributions made
out of such taxable income to the Unitholders, by way of tax deduction at source or direct assessment of
the distributions to tax in the hands of the Unitholders. Distributions made by MLT to individuals are
generally exempt from Singapore income tax regardless of the individuals’ nationality or tax residence
status.
The Singapore Government announced in the 2005 Budget on 18 February 2005 that the tax rate on
distributions made by real estate investment trusts listed on the SGX-ST to foreign non-individual
investors will be reduced from 20.0% to 10.0% for a period of five years from 18 February 2005.
The Singapore Government also announced in the 2005 Budget on 18 February 2005 that stamp duty
chargeable on any instrument relating to the sale of any immovable property situated in Singapore or
any interest thereof from a company or an individual to a real estate investment trust listed on the SGX-
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