OUE Commercial REIT Management Pte. Ltd. - …€¦ · Circular dated 1 July 2015 Singapore...

Circ

ular d

ated

1 July 2

015

www.ouect.com

Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. If you are in any doubt about its contents or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Rights Units (as defined herein) in OUE Commercial Real Estate Investment Trust (“OUE C-REIT”), the Rights Issue (as defined herein) and the new Units to be issued upon conversion of the CPPUs (the “Conversion Units”) on the Main Board of the SGX-ST. The SGX-ST’s in-principle approval is not an indication of the merits of OUE C-REIT, the proposed Acquisition (as defined herein), the Rights Issue, the Rights Units, the CPPUs and the Conversion Units.

If you have sold or transferred all your units in OUE C-REIT (“Units”), please forward this Circular together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or transferee to the stockbroker, bank or other agent through whom the sale was effected for onward transmission to the purchaser or transferee.

This Circular may not be sent to any person or any jurisdiction in which it would not be permissible to deliver the Rights Units and the “nil-paid” provisional allotment of Rights Units to Eligible Unitholders (as defined herein) under the Rights Issue (the “Rights Entitlements”) or make an offer of the Rights Units and the Rights Entitlements and the Rights Units and Rights Entitlements may not be offered, sold, resold, transferred or delivered, directly or indirectly, to any such person or in any such jurisdiction. The Rights Units and Rights Entitlements have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States (“U.S.”) and may not be offered, sold, resold, allotted, taken up, exercised, renounced, pledged, transferred or delivered, directly or indirectly, within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.

Standard Chartered Securities (Singapore) Pte. Limited, CIMB Bank Berhad, Singapore Branch and Oversea-Chinese Banking Corporation Limited were the joint global coordinators and issue managers for the initial public offering of OUE C-REIT.

MANAGED BY

OUE Commercial REIT Management Pte. Ltd.Joint Lead Managers and

Underwriters for the Rights Issue

Joint Financial Advisers for the CPPU Issue and

the Rights Issue

Independent Financial Adviser to the Independent Directors of OUE Commercial REIT Management Pte. Ltd. and to

DBS Trustee Limited (as trustee of OUE C-REIT) for the Acquisition and the CPPU Issue

IMPORTANT DATES AND TIMES FOR UNITHOLDERS

EVENT DATE AND TIME

Last date and time for lodgement of Proxy Forms

Saturday, 25 July 2015 at 2.00 p.m.

Date and time of Extraordinary General Meeting

Monday, 27 July 2015 at 2.00 p.m.

Place of Extraordinary General Meeting

Marina Mandarin SingaporeMarina Mandarin Ballroom, Level 16 Raffles Boulevard, Marina SquareSingapore 039594

CIRCULAR TO UNITHOLDERS IN RELATION TO:

(1) THE PROPOSED ACQUISITION OF AN INDIRECT

INTEREST IN ONE RAFFLES PLACE AND THE PROPOSED

CPPU ISSUE; AND

(2) THE PROPOSED TRUST DEED SUPPLEMENT FOR THE

ISSUE OF PREFERRED UNITS.

CIRCULAR DATED 1 JULY 2015THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

(a real estate investment trust constituted on 10 October 2013 under the laws of the Republic of Singapore)

DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD(Incorporated in the Republic of Singapore)(Company Registration No.: 200200144N)

The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of defined terms may be found in the Glossary on pages 55 to 61 of this Circular.

THE PROPOSED ACQUISITION

OUE C-REIT proposes to acquire an indirect interest in One Raffles Place (“the Property”) through the acquisition of between 75.0% and 83.33% interest in OUB Centre Limited (“OUBC”) from OUE Limited (the “Sponsor”), via the acquisition of its wholly-owned subsidiary Beacon Property Holdings Pte. Ltd. (“BPHPL”) (the “Acquisition”).

OUBC is the registered owner of the Property and owns 81.54% of the beneficial interest in the Property (the “OUBC Interest”).

The agreed value of the OUBC Interest is S$1,715 million.

OVERVIEW OF THE TRANSACTION

OVERVIEW OF ONE RAFFLES PLACE

Description One Raffles Place is an integrated commercial development comprising two Grade-A office towers and a retail podium

Gross Floor Area (“GFA”) Approximately 119,725.8 sq m (1,288,717 sq ft)

Net Lettable Area (“NLA”) One Raffles Place Tower 1: Approximately 38,090.3 sq m (410,000 sq ft)

One Raffles Place Tower 2: Approximately 32,516.1 sq m (350,000 sq ft)

One Raffles Place Shopping Mall: Approximately 9,290.3 sq m (100,000 sq ft)

Total: Approximately 79,896.7 sq m (860,000 sq ft)

Car Park Lots 326 car park lots located in Basements 2 to 4

Title One Raffles Place Tower 1: 841-year leasehold title commencing 1 November 1985

One Raffles Place Tower 2: 99-year leasehold title commencing 26 May 1983

One Raffles Place Shopping Mall - the retail podium straddles two land plots:

– approximately 75% of the retail podium NLA is on a 99-year leasehold title commencing 1 November 1985

– the balance 25% is on the 841-year leasehold title commencing 1 November 1985

ABOUT ONE RAFFLES PLACE

One Raffles Place, comprising One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, is a prominent, iconic integrated commercial development with Grade-A building specifications strategically located in the heart of Singapore’s main financial district Raffles Place.

One of the tallest buildings in the Singapore central business district (“CBD”), One Raffles Place Tower 1 comprises a 62-storey Grade-A office building, with a rooftop restaurant and observation deck offering panoramic views of the city skyline.

One Raffles Place Tower 2 is a 38-storey Grade-A office building completed in 2012, awarded the Platinum Green Mark Award by the Building and Construction Authority for its energy efficiency and environmentally sustainable design.

Offering a diverse range of shopping, dining and leisure options which cater to the needs of the working population in the CBD, One Raffles Place Shopping Mall is a six-storey retail podium that has undergone extensive refurbishment works which were completed in May 2014. It is currently the largest purpose-built shopping mall in Raffles Place.

Situated above and with a direct underground link to the Raffles Place Mass Rapid Transit (“MRT”) interchange station through the basement of its retail podium, One Raffles Place enjoys excellent connectivity along the North-South and East-West MRT lines, as well as easy accessibility to other developments within Raffles Place as well as Marina Bay.

ACQUISITION STRUCTURE

(After the Proposed Acquisition)

Other ThirdParties

100%

75.0% to 83.33%

81.54%

16.67% to 25.0%

OUBC

One Raffles Place

BPHPL

VALUATION OF THE OUBC INTEREST

As at 5 June 2015 S$ million

Savills 1,734.0

Cushman & Wakefield 1,733.0

With a long remaining weighted average land lease expiry (by value) of 435 years, the proposed Acquisition is expected to increase the remaining land lease expiry of OUE C-REIT by approximately 3.6 times, from the current remaining weighted average land lease expiry of approximately 72 years to 258 years

KEY BENEFITS TO UNITHOLDERS

1. ACQUISITION OF A LANDMARK COMMERCIAL PROPERTY IN SINGAPORE

INCREASE IN REMAINING WEIGHTED AVERAGE LAND LEASE EXPIRY

72 Years

258 Years

3.6x

Existing Portfolio Enlarged Portfolio

DT

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ONE RAFFLES PLACE

Raffles Place is perceived as the most accessible office location in the CBD and is expected to remain a focal point of the CBD, with its strategic location offering a strong pull-factor for existing and prospective tenants

The Property is situated above and seamlessly linked to the Raffles Place MRT interchange station, one of Singapore’s major interchange stations, which links to an extensive underground network of pedestrian walkways connecting other developments within Raffles Place as well as Marina Bay

Enjoys enhanced accessibility to other parts of Singapore via proximity to major expressways:- Marina Coastal Expressway- Central Expressway- East Coast Parkway- Ayer Rajah Expressway

2. ACQUISITION AT AN ATTRACTIVE PRICE

The agreed value for the OUBC Interest of S$1,715 million translates to an attractive price of S$2,382 per square foot (“psf”), compared to recently transacted prices of Grade-A properties in the Raffles Place area

Rents for Grade-A buildings in Raffles Place with direct access to the MRT station are expected to be relatively resilient:

- No known premium and Grade-A office developments to be completed in the area from 2015 to 2018

- Existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates of around 10,000 sq ft compared with recent and future office developments that offer floor plates of 20,000 sq ft and above

As at 1Q 2015, the Independent Market Research Consultant(1) estimates the average office rent in Marina Bay to be 20% higher than that in Raffles Place:

- Strong value proposition for businesses to be located in Raffles Place

Current office occupancy rate of the Property is estimated to be about 85.0% to 90.0%, as compared to the average occupancy rate for Grade-A offices in Raffles Place in 1Q 2015 of about 97.2%:

- Potential for occupancy rate to increase by about 7 to 12 percentage points (“ppt”)

Current office rent at the Property is estimated to be S$9.50 to S$10.00 psf per month, compared to the average rent for Grade-A offices in Raffles Place in 1Q 2015 of about S$11.50 psf per month:

- Potential for positive rental reversion of about 15% to 21%

Source: Unless otherwise indicated, the information in the chart is based on information provided in the valuation report of the OUBC interest by Cushman & Wakefield dated 9 June 2015 (1) This is specific information provided by the Manager for the purpose of comparison (2) Based on the sale of a 92.8% stake in Prudential Tower (3) Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million

(1) DTZ Debenham Tie Leung (SEA) Pte Ltd (the “Independent Market Research Consultant”)

TRANSACTED PRICE (S$ psf)

85%

90%

97.2%

+12ppt

+7ppt

Current estimated office occupancy rate

of the Property

Average occupancy rate for Grade-A offices in

Raffles Place in 1Q 2015

Estimated range {

POTENTIAL UPSIDE IN OCCUPANCY: +7PPT TO 12PPT

3. GROWTH OPPORTUNITY FROM POTENTIAL IMPROVEMENT IN OCCUPANCY AND RENTAL RATES

9.50

10.00

11.50

+21%

+15%

Average rent for Grade-A offices in Raffles Place

in 1Q 2015

Estimated range {

S$ psf per month

POTENTIAL UPSIDE IN OFFICE RENTS: +15% TO 21%

Current estimated office rent of the

Property

2,830

Straits Trading Building(Sep 2014)

2,498

OUE Bayfront(Jan 2014)

2,382

OUBC Interest(1)

(in progress)

2,374

Hitachi Tower(3)

(Jan 2013)

2,316

Prudential Tower(2)

(May 2014)

847 years 92 yearsWeighted average of

435 yearsMore than 840 years

80 yearsRemaining Land Tenure:

Source: Independent Market Research Report by DTZ dated 24 April 2015





72 Years

258 Years

3.6x


DT

16C

E 1

BAYF

RON

T

NS

26

EW

14

RA

FFLE

S P

LAC

E

Singapore River

(U/C)

Bayf

ront

Ave

OUE Tower

OUE Bayfront

Mar

ina

Bay

Sand

s

Battery Rd Fullerton

Fulle

rton

Rd

Shen

ton

Way

Cecil St

Cross St

Central Boulevard

Marina Boulevard

Mar

ina

Way

Robi

nson

Rd

Mar

ket

St

Chulia StSquare

Col

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Church StOUE Link

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Marina Bay

ONE RAFFLES PLACE


















85%

90%

97.2%

+12ppt

+7ppt


of the Property



Estimated range {



9.50

10.00

11.50

+21%

+15%


in 1Q 2015

Estimated range {

S$ psf per month



Property

2,830


2,498


2,382

OUBC Interest(1)

(in progress)

2,374

Hitachi Tower(3)

(Jan 2013)

2,316

Prudential Tower(2)

(May 2014)





4. ACHIEVEMENT OF TRANSFORMATIONAL SCALE AND STRENGTHENED COMPETITIVE POSITION

Achievement of transformational scale for OUE C-REIT through the proposed Acquisition which will significantly enlarge the size of its assets-under-management (“AUM”) and strengthen its competitive position in Singapore

5. STRONG SUPPORT FROM SPONSOR

The proposed issuance of the CPPUs to the Sponsor as part payment for the proposed Acquisition and its undertaking to take up its full pro rata stake in the Rights Issue demonstrates:

- Sponsor’s commitment to support OUE C-REIT’s acquisition growth strategy

- Long-term commitment to grow OUE C-REIT into an efficient platform for holding commercial properties

- Confidence in the growth prospects of One Raffles Place, underlining its importance as a key asset within OUE C-REIT’s portfolio

6. ENHANCED PORTFOLIO DIVERSIFICATION & RESILIENCE, REDUCED ASSET CONCENTRATION RISK

Increase gross revenue contribution denominated in Singapore dollars, which will reduce the impact of foreign exchange fluctuations

Enhance OUE C-REIT’s revenue diversification and reduce concentration risk of income stream from any single property

Enhanced quality of OUE C-REIT’s tenant base, with the addition of several established MNCs

INCREASE IN TOTAL AUM

3,365

1,631

106.3%

Existing Portfolio AUM(1) Enlarged Portfolio AUM

In S$ million

(1) As at 31 December 2014

Enlarged Portfolio(OUBC

Interest)

Existing Portfolio(1)

30.4%

69.6% 85.3%

14.7%

INCREASE IN PROPORTION OF SINGAPORE AUM

Singapore AUM Overseas AUM

INCREASE IN TOTAL NET LETTABLE AREA

1,545,000

825,000

87.3%

Existing Portfolio NLA(1) Enlarged Portfolio NLA

In sq ft

INCREASE IN MARKET CAPITALISATION

7. INCREASED MARKET CAPITALISATION AND POTENTIAL INCREASE IN LIQUIDITY

To part finance the proposed Acquisition, new Units will be raised via the Rights Issue. As at the Latest Practicable Date, the new Units will constitute 45.0% of the Units in issue

The issue of the new Units is expected to increase the market capitalisation of OUE C-REIT and this may therefore facilitate improvement in the trading liquidity of Units on the SGX-ST

The Manager believes the increased market capitalisation and liquidity would provide OUE C-REIT with increased visibility within the investment community

(1) For the Forecast Period from 1 October 2015 to 31 December 2015

(1) Based on Unit closing price of S$0.815 as at Latest Practicable Date of 26 June 2015

31.5% 43.8% 46.4%

17.7% 16.9%

68.5% 38.5% 36.7%

Enlarged Portfolio

(83.33% indirect interest

in OUBC)

Enlarged Portfolio


in OUBC)

Existing Portfolio

PROPORTION OF PORTFOLIO GROSS REVENUE CONTRIBUTION DENOMINATED IN SINGAPORE DOLLARS(1)

Gross revenue denominated in foreign currencyGross revenue denominated in Singapore dollars

Existing Portfolio

PORTFOLIO GROSS REVENUE CONTRIBUTION BY PROPERTY(1)

72 Years

930.6

712.3

Market Capitalisation Pre Rights Issue(1)

Market Capitalisation Post Rights Issue

In S$ million

68.5%

Enlarged Portfolio

(83.33% indirectinterest

in OUBC)

Enlarged Portfolio


in OUBC)

31.5%

82.3%

17.7% 16.9%

83.1%

OUE Bayfront Lippo Plaza One Raffles Place

30.6%

OVERVIEW OF OUE C-REIT

(1) Represents 100% of One Raffles Place’s GFA and NLA(2) As at 31 December 2014(3) Valuation of the OUBC Interest by Savills as at 5 June 2015

ABOUT OUE C-REIT

OUE C-REIT is a real estate investment trust listed on the SGX-ST on 27 January 2014. OUE C-REIT’s principal investment strategy is to invest in income-producing real estate used primarily for commercial purpose in financial and business hubs in key gateway cities. Its portfolio comprises two strategically located properties in Singapore and China with a combined asset size of S$1.6 billion as at 31 December 2014.

Summary of selected information on OUE C-REIT’s enlarged portfolio:

OUE BAYFRONT LIPPO PLAZA ONE RAFFLES PLACE

Key tenants Bank of America Merrill Lynch

Hogan Lovells International LLP

Citrix Systems Singapore Pte Ltd

Ermenegildo Zegna

TMF Limited

British IFX Markets Ltd Shanghai Representative Office

Petrobras Singapore Pte Ltd

Alipay Singapore E-commerce Private Limited

Virgin Active Singapore Pte Ltd

GFA (sq ft) 503,482 629,925 c.1,288,717(1)

NLA (sq ft) 402,564 422,213 c.860,000(1)

Valuation (S$ million) 1,135.0(2) 495.6(2) 1,734.0(3)

METHOD OF FINANCING

PROPOSED ISSUE OF CPPUs

The Manager proposes to issue up to S$550.0 million of CPPUs to the Sponsor (or its nominees) as part payment for the Purchase Consideration.

The CPPUs will be classified as equity, and the proposed CPPU issue will not result in an increase in OUE C-REIT’s aggregate leverage under the Property Funds Appendix.

The CPPUs carry a coupon of 1.0% per annum, and are convertible at a premium of 15.0% above the theoretical ex-rights price (“TERP”) in relation to the Rights Issue into ordinary Units after the expiry of a four-year restriction period. During the restriction period the CPPUs are not allowed to be converted by the CPPU holder, but shall be redeemable on a pro rata basis at the option of the Manager, in whole or in part, at the issue price.

In order to ensure an orderly conversion of the CPPUs, not more than one-third of the CPPUs initially issued shall be converted in any one year after the restriction period.

RIGHTS ISSUE

The Manager has announced a fully underwritten renounceable Rights Issue of 393,305,817 new Units to Eligible Unitholders on the basis of 9 Rights Units for every 20 existing Units at a Rights Issue Price of S$0.555 to raise gross proceeds of approximately S$218.3 million.

Committed Sponsor has undertaken to fully subscribe for its pro rata entitlement of Rights Units representing 48.3% of voting rights.

The Manager intends to finance all acquisition costs relating to the proposed Acquisition (excluding the Acquisition Fee Units) through a combination of debt and equity financing, including the proposed issue of convertible perpetual preferred units (“CPPUs”) and the Rights Issue.

OUE C-REIT Post Transactions(4)

6.2%(3)

8.2%(2)

DPU YIELD(1)

(1) For the Forecast Period from 1 October 2015 to 31 December 2015

(2) DPU yield based on Rights Issue Price of S$0.555(3) DPU yield based on TERP of S$0.731 per Unit(4) Identical DPU yield at one decimal point for the proposed

Acquisition of 75.0% or 83.33% indirect interest in OUBC

ESTIMATED TOTAL ACQUISITION COST

S$ million 75.0% of the OUBC

Interest

83.33% of the OUBC

Interest

Purchase Consideration 1,034.0 1,148.8

Acquisition Fee 9.6 10.7

Transaction Costs 17.6 18.8

Estimated Total Acquisition Cost

1,061.2 1,178.3

TOTAL ACQUISITION COST

The total cost of the proposed Acquisition is estimated to range from S$1,061.2 million to S$1,178.3 million, comprising the expected Purchase Consideration(1) of S$1,034.0 million to S$1,148.8 million, and the estimated fees and expenses (including the acquisition fee payable to the Manager, stamp duty, professional fees and expenses) relating to the proposed Transactions.

333.3(31.4%)

9.6(0.9%)

500.0(47.1%)75.0%

indirect interest

in OUBC

218.3(20.6%)

In S$ million

399.3(33.9%)

10.7(0.9%)

550.0(46.7%)

218.3(18.5%)

83.33% indirect interest

in OUBC

SOURCES OF FUNDING

CPPUs Rights Issue Acquisition Fee UnitsDebt

ONE RAFFLES PLACE

Prominent, iconic integrated commercial development with Grade-A building specifications strategically located in the heart of Singapore's main financial district Raffles Place

LIPPO PLAZA

Grade-A commercial building located in the business district of Huangpu, one of Shanghai’s established core CBD locations

OUE BAYFRONT

Premium Grade-A office building located at Collyer Quay between the Marina Bay downtown and Raffles Place financial hub in Singapore’s CBD

(1) The Purchase Consideration is derived based on the expected Net Asset Value (“NAV”) of BPHPL Group, including the repayment of any outstanding shareholder’s loan. The difference between the agreed values of the OUBC interest to be acquired and the purchase consideration is the adjustment that shall reflect the actual NAV of BPHPL Group on the date of completion of the proposed Acquisition. BPHPL Group refers to BPHPL and its shareholding in OUBC

TABLE OF CONTENTS

Page

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INDICATIVE TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

LETTER TO UNITHOLDERS

1. Summary of Approvals Sought . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2. Resolution 1: The Proposed Acquisition and the Proposed CPPU Issue . . . . . . . . . 9

3. Resolution 2: The Proposed Trust Deed Supplement for the Issue of Preferred

Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

4. Rationale for the Proposed Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

5. Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

6. Details and Financial Information of the Proposed Transactions . . . . . . . . . . . . . . . 38

7. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

8. Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

9. Abstentions from Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

10. Actions to be Taken by Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

11. Directors’ Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

12. Joint Financial Advisers’ Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . 52

13. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

14. Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

APPENDICES

Appendix A The Proposed Trust Deed Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Appendix B Terms of the Convertible Perpetual Preferred Units . . . . . . . . . . . . . . . . . . B-1

Appendix C Profit Forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

Appendix D Independent Accountants’ Report on the Profit Forecast . . . . . . . . . . . . . . . D-1

Appendix E Independent Financial Adviser’s Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

Appendix F Valuation Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Appendix G Independent Market Research Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

Appendix H Existing Interested Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

PROXY FORM

i

CORPORATE INFORMATION

Directors of OUE

Commercial REIT

Management Pte. Ltd.

(the “Manager”)

: Mr. Christopher James Williams (Chairman and

Non-Executive Director)

Mr. Ng Lak Chuan (Lead Independent Director)

Mr. Loh Lian Huat (Independent Director)

Mr. Carl Gabriel Florian Stubbe (Independent

Director)

Mr. Jonathan Miles Foxall (Non-Executive Non-

Independent Director)

Ms. Tan Shu Lin (Chief Executive Officer and

Executive Director)

Registered Office of the

Manager

: 50 Collyer Quay #04-08

OUE Bayfront

Singapore 049321

Trustee of OUE C-REIT

(the “Trustee”)

: DBS Trustee Limited

12 Marina Boulevard

Marina Bay Financial Centre Tower 3

Singapore 018982

Legal Adviser to the

Manager

: Allen & Gledhill LLP

One Marina Boulevard #28-00

Singapore 018989

Joint Financial Advisers

for the CPPU Issue and

the Rights Issue

: Citigroup Global Markets Singapore Pte. Ltd.

8 Marina View #21-00

Asia Square Tower 1

Singapore 018960

Standard Chartered Bank Singapore Branch

Marina Bay Financial Centre (Tower 1)

8 Marina Boulevard, Level 26

Singapore 018981

Joint Lead Managers and

Underwriters for the

Rights Issue

: Citigroup Global Markets Singapore Pte. Ltd.

8 Marina View #21-00

Asia Square Tower 1

Singapore 018960

DBS Bank Ltd.

12 Marina Boulevard Level 46


Singapore 018982

Legal Adviser to the Joint

Lead Managers and

Underwriters

: Clifford Chance Pte. Ltd.

Marina Bay Financial Centre

25th Floor, Tower 3

12 Marina Boulevard

Singapore 018982

ii

Legal Adviser to the

Trustee

: Rodyk & Davidson LLP

80 Raffles Place

#33-00 UOB Plaza 1

Singapore 048624

Unit Registrar and Unit

Transfer Office

: Boardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place

#32-01 Singapore Land Tower

Singapore 048623

Independent Financial

Adviser to the

Independent Directors of

the Manager and to the

Trustee for the

Acquisition and the CPPU

Issue

: Deloitte & Touche Corporate Finance Pte Ltd

6 Shenton Way

#32-00 OUE Downtown 2

Singapore 068809

Independent Accountants : KPMG LLP

16 Raffles Quay #22-00

Hong Leong Building

Singapore 048581

Independent Valuers : Savills Valuation and Professional Services (S)

Pte Ltd

(appointed by the Trustee)

30 Cecil Street

#20-03 Prudential Tower

Singapore 049712

Cushman & Wakefield VHS Pte. Ltd.

(appointed by the Manager)

3 Church Street

#09-03 Samsung Hub

Singapore 049483

Independent Market

Research Consultant

: DTZ Debenham Tie Leung (SEA) Pte Ltd

100 Beach Road

#35-00 Shaw Tower

Singapore 189702

iii

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SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the

full text of this Circular. Meanings of defined terms may also be found in the Glossary on pages

55 to 61 of this Circular.

Any discrepancies in the tables included herein between the listed amounts and totals thereof are

due to rounding.

INTRODUCTION

OUE Commercial Real Estate Investment Trust (“OUE C-REIT”) is a real estate investment trust

listed on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”). OUE

C-REIT is 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. OUE C-REIT is managed by OUE

Commercial REIT Management Pte. Ltd. (the “Manager”), a wholly-owned subsidiary of OUE

Limited (the “Sponsor”).

OUE C-REIT’s existing asset portfolio comprises:

• OUE Bayfront and its ancillary properties, which are located at Collyer Quay in Singapore’s

central business district (“CBD”), comprising (i) OUE Bayfront, an 18-storey premium office

building with rooftop restaurant premises located at 50 Collyer Quay, (ii) OUE Tower, a

conserved tower building located at 60 Collyer Quay with panoramic views of the Marina Bay

landscape which is currently occupied by a fine dining restaurant, and (iii) OUE Link, an

overhead pedestrian link bridge with retail units located at 62 Collyer Quay (collectively,

“OUE Bayfront”); and

• Lippo Plaza, which is located at 222 Huaihai Zhong Road in the commercial district of

Huangpu in central Shanghai, the People’s Republic of China (“PRC”). It is a 36-storey

Grade-A commercial building used for office and retail purposes and comprises a three-

storey retail podium and basement car park lots. OUE C-REIT has a 91.2% strata ownership

of Lippo Plaza (“Lippo Plaza”),

(collectively, the “Existing Portfolio”). The Existing Portfolio has a combined value of S$1,630.6

million as at 31 December 2014.

SUMMARY OF APPROVALS SOUGHT

The Manager seeks approval from the unitholders of OUE C-REIT (the “Unitholders”) for the

following resolutions:

(i) Resolution 1 (Ordinary Resolution): the proposed acquisition by OUE C-REIT of an

indirect interest in One Raffles Place (the “Property”) from the Sponsor through the

acquisition of the entire issued share capital of Beacon Property Holdings Pte. Ltd.

(“BPHPL”), which holds a percentage of the issued share capital in OUB Centre Limited

(“OUBC”) (the “Acquisition”), the proposed issue of new Units to the Manager for payment

of its acquisition fee for the proposed Acquisition (“Acquisition Fee”)1 and the proposed

1 As the proposed Acquisition is an “interested party transaction” under Appendix 6 of the Code on Collective

Investment Schemes issued by the Monetary Authority of Singapore (the “MAS”, and Appendix 6, the “Property

Funds Appendix”), the Acquisition Fee will be in the form of Units (the “Acquisition Fee Units”) which shall not be

sold within one year of the date of issuance in accordance with Paragraph 5.6 of the Property Funds Appendix.

1

issue of up to S$550.0 million convertible perpetual preferred units (“CPPUs”) to the Sponsor

(or its nominees) as part payment of the purchase consideration for the proposed Acquisition

(the “Purchase Consideration”) (the “CPPU Issue”); and

(ii) Resolution 2 (Extraordinary Resolution): the proposed entry into a supplement to the trust

deed dated 10 October 2013 constituting OUE C-REIT (as amended) (the “Trust Deed”, and

the proposed supplement to the Trust Deed, the “Trust Deed Supplement”) with the Trustee

for the purpose of allowing OUE C-REIT to issue preferred units in OUE C-REIT (“Preferred

Units”).

Unitholders should note that Resolution 1 is conditional upon Resolution 2 and in the event that

Resolution 2 is not passed, the Manager will not proceed with Resolution 1.

In connection with the proposed Acquisition, the Trustee has on 10 June 2015 entered into a

conditional sale and purchase agreement with the Sponsor to acquire the entire issued share

capital of BPHPL (the “SPA”).

RESOLUTION 1: THE PROPOSED ACQUISITION OF AN INDIRECT INTEREST IN ONE

RAFFLES PLACE AND THE PROPOSED CPPU ISSUE

Description of One Raffles Place

One Raffles Place is strategically located at the junction of Raffles Place and Chulia Street, in the

heart of Singapore’s main financial district, Raffles Place. It is situated above the Raffles Place

Mass Rapid Transit (“MRT”) interchange station, and has a direct and seamless link to the Raffles

Place MRT interchange station via an underground pedestrian walkway.

The Property is an integrated commercial development comprising One Raffles Place Tower 1,

One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately 860,000

square feet (“sq ft”) of aggregate net lettable area (“NLA”). One Raffles Place Tower 1 was

completed in 1986 and is one of the tallest buildings in the Singapore CBD. It comprises a

62-storey Grade-A office building with a rooftop restaurant and observation deck. One Raffles

Place Tower 2, which is the new tower completed in 2012, is a 38-storey Grade-A office building.

It has been awarded the Platinum Green Mark Award by the Building and Construction Authority

for its energy efficiency and environmentally sustainable design. One Raffles Place Shopping Mall

is a six-storey retail podium that has undergone extensive refurbishment works which were

completed in May 2014. It is the largest purpose-built shopping mall in Raffles Place, accounting

for about 10% of existing retail stock in the CBD1. Its basement level is seamlessly linked to the

Raffles Place MRT interchange station via an underground pedestrian walkway. The Property has

a total of 326 basement car park lots.

1 Source: The independent market research report dated 24 April 2015 by DTZ Debenham Tie Leung (SEA) Pte Ltd

(the “Independent Market Research Consultant”) (the “Independent Market Research Report”).

2

The table below sets out a summary of selected information on the Property (in respect of which

OUE C-REIT will be acquiring a partial indirect interest):

Gross Floor Area (“GFA”) Approximately 119,725.8 square metres (“sq m”)

(1,288,717 sq ft)

NLA One Raffles Place Tower 1: Approximately 38,090.3 sq m

(410,000 sq ft)

One Raffles Place Tower 2: Approximately 32,516.1 sq m

(350,000 sq ft)

One Raffles Place Shopping Mall: Approximately 9,290.3

sq m (100,000 sq ft)


Car park lots 326 car park lots located in Basements 2 to 4

Title One Raffles Place Tower 1: 841-year leasehold title

commencing 1 November 1985

One Raffles Place Tower 2: 99-year leasehold title

commencing 26 May 1983

One Raffles Place Shopping Mall – the retail podium

straddles two land plots:

− approximately 75% of the retail podium NLA is on a

99-year leasehold title commencing 1 November 1985

− the balance 25% is on the 841-year leasehold title


The Proposed Acquisition Structure

OUBC is the registered owner of the Property and it owns 81.54% of the beneficial interest in the

Property for itself (the “OUBC Interest”), with the remaining 18.46% interest being held by OUBC

on trust for an unrelated third party. The Sponsor and its wholly-owned subsidiary BPHPL

collectively hold a 50.0% interest in OUBC. The remaining 50.0% interest is held by several third

parties, including the Kuwait Investment Office (“KIO”), which holds a 33.33% interest in OUBC.

Pursuant to an agreement entered into between the Sponsor, BPHPL and KIO on 10 June 2015

in relation to KIO’s divestment of its 33.33% interest in OUBC (the “Framework Agreement”),

BPHPL will acquire an additional interest in OUBC of a minimum of 25.0% and up to a maximum

of 33.33%. This is because pursuant to the articles of association of OUBC, if a shareholder

wishes to divest its shares (the “Divested Shares”), the remaining shareholders are entitled to

acquire the Divested Shares pro rata in accordance with their existing shareholding. Upon KIO

giving notice of its intention to dispose of its 33.33% interest, BPHPL would have a pro rata

entitlement to acquire a 25.0% interest in OUBC1, bringing its total interest in OUBC to 75.0%. If

the remaining shareholders do not exercise their entitlement to acquire the Divested Shares, then

BPHPL would be able to acquire up to a maximum of 33.33% interest in OUBC1 bringing its total

interest in OUBC to 83.33%. Therefore, the final Purchase Consideration shall be determined

based on the amount of the OUBC shares to be acquired by BPHPL, which is between 75.0% to

83.33% of the OUBC shares.

1 BPHPL currently holds a 45.0% interest in OUBC. The Sponsor holds the remaining 5.0% interest in OUBC and will

transfer such interest to BPHPL prior to completion of the proposed Acquisition. Upon the transfer of the Sponsor’s

5.0% interest in OUBC to BPHPL, BPHPL would have (i) a pro rata entitlement to acquire a 25.0% interest in OUBC

and (ii) the ability to acquire the maximum of 33.33% interest in OUBC.

3

Since OUBC owns 81.54% of the beneficial interest in the Property, a 75.0% interest in OUBC

translates into an effective interest of 61.16% in the Property and an 83.33% interest in OUBC

translates to an effective interest of 67.95% in the Property.

Purchase Consideration and Valuation

The Purchase Consideration payable to the Sponsor in connection with the proposed Acquisition

shall be the net asset value (“NAV”) of BPHPL Group1 after taking into account the agreed value

of S$1,715.0 million for the OUBC Interest (comprising 81.54% interest in the Property) and the

shareholder’s loan to be repaid by BPHPL upon completion of the proposed Acquisition. The

Purchase Consideration shall be paid to the Sponsor in a combination of cash and CPPUs.

The Purchase Consideration has been negotiated on a willing-buyer and willing-seller basis, after

taking into account the independent valuations of Savills Valuation and Professional Services (S)

Pte Ltd (“Savills”) and Cushman & Wakefield VHS Pte. Ltd. (“Cushman & Wakefield”)

(collectively, the “Independent Valuers”). The Independent Valuers had conducted their

valuations based on the income capitalisation approach and the market comparison method. (See

Appendix F for further details regarding the valuation of the OUBC Interest.)

The Trustee has commissioned Savills and the Manager has commissioned Cushman & Wakefield

to value the OUBC Interest and their valuations are as follows.

Valuation of the OUBC Interest by Savills

(as at 5 June 2015)S$1,734.0 million

Valuation of the OUBC Interest by Cushman & Wakefield


Agreed Value for the OUBC Interest S$1,715.0 million

Agreed Value for 75.0% of the OUBC Interest S$1,286.3 million


Assuming that:

(a) OUE C-REIT acquires BPHPL which owns a 75.0% interest in OUBC;

(b) the proposed Acquisition is completed on 1 October 2015;

(c) based on the agreed value of S$1,286.3 million for the 75.0% indirect interest in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be

extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,

the expected Purchase Consideration shall be S$1,034.0 million.

Assuming that:

(a) OUE C-REIT acquires BPHPL which owns an 83.33% interest in OUBC;


(c) based on the agreed value of S$1,429.2 million for the 83.33% indirect interest in OUBC; and

1 “BPHPL Group” refers to BPHPL and its shareholding in OUBC as at the date of completion of the proposed

Acquisition.

4

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall be

extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,


The expected Purchase Consideration shall be adjusted to reflect the actual NAV attributable to

the controlling shareholder of the BPHPL Group on the date of completion of the proposed

Acquisition.

Estimated Total Acquisition Cost

Depending on the shareholding interest in OUBC acquired by BPHPL, the estimated total cost of

the proposed Acquisition (the “Total Acquisition Cost”) will range from approximately S$1,061.2

million to S$1,178.3 million, comprising:

(i) the expected Purchase Consideration of S$1,034.0 million to S$1,148.8 million (see

“Purchase Consideration and Valuation” above);

(ii) the Acquisition Fee of approximately S$9.6 million to S$10.7 million to be paid in Units; and

(iii) the estimated debt and/or equity financing related costs, stamp duty, professional and other

fees and expenses incurred or to be incurred by OUE C-REIT in connection with the

proposed Acquisition of approximately S$17.6 million to S$18.8 million.

Method of Financing

The Manager intends to finance all acquisition costs relating to the proposed Acquisition

(excluding the Acquisition Fee Units) through a combination of debt and equity financing, including

the proposed CPPU Issue and the Rights Issue (as defined below).

(See paragraph 2.1.5 of the Letter to Unitholders for further details.)

Interested Person Transaction and Interested Party Transaction

As at 26 June 2015, being the latest practicable date prior to the printing of this Circular (the

“Latest Practicable Date”), the Sponsor, through its wholly-owned subsidiaries Clifford

Development Pte. Ltd. (“CDPL”) and the Manager, holds an aggregate interest in 422,018,928

Units, which is equivalent to 48.3% of the total number of Units in issue, and is therefore regarded

as a “controlling Unitholder” of OUE C-REIT under the Listing Manual of the SGX-ST (the “Listing

Manual”) and the Property Funds Appendix. In addition, as the Manager is a wholly-owned

subsidiary of the Sponsor, the Sponsor is therefore regarded as a “controlling shareholder” of the

Manager under both the Listing Manual and the Property Funds Appendix. As the Sponsor is the

vendor of BPHPL under the SPA, for the purposes of Chapter 9 of the Listing Manual and

Paragraph 5 of the Property Funds Appendix, the Sponsor (being a “controlling Unitholder” and a

“controlling shareholder” of the Manager) is (for the purposes of the Listing Manual) an “interested

person” and (for the purposes of the Property Funds Appendix) an “interested party” of OUE

C-REIT.

Therefore, the proposed Acquisition will constitute an Interested Person Transaction under

Chapter 9 of the Listing Manual, as well as an Interested Party Transaction under the Property

Funds Appendix.

(See paragraph 6.2.3 of the Letter to Unitholders for further details.)

5

Payment of Acquisition Fee in Units

The Manager shall be paid an Acquisition Fee of approximately S$9.6 million to S$10.7 million for

the proposed Acquisition pursuant to the Trust Deed, depending on the percentage interest in

OUBC acquired by BPHPL. As the proposed Acquisition is an “interested party transaction” under

the Property Funds Appendix, the Acquisition Fee will be in the form of Units (“Acquisition Fee

Units”) which shall not be sold within one year of the date of issuance in accordance with

Paragraph 5.6 of the Property Funds Appendix.

Pursuant to Rule 805(1) of the Listing Manual, the Manager is seeking specific approval of the

Unitholders for the issue of the Acquisition Fee Units to the Manager. The issue price of the

Acquisition Fee Units shall be determined based on the theoretical ex-rights price (“TERP”) per

Unit in relation to the Rights Issue. While Clause 15.2.1 of the Trust Deed allows the Manager to

receive the Acquisition Fee Units at the Rights Issue Price, of S$0.555, the Manager has elected

to receive the Acquisition Fee Units at the TERP of S$0.731 per Unit instead.

(See paragraph 2.2 of the Letter to Unitholders for further details.)

The Proposed CPPU Issue

OUE C-REIT proposes to issue up to S$550.0 million CPPUs to the Sponsor (or its nominees) as

part payment for the Purchase Consideration.


The Rights Issue

The Manager has announced the issue of 393,305,817 new Units (the “Rights Units” and the

issue of the Rights Units, the “Rights Issue”), on a renounceable basis to Eligible Unitholders (as

defined herein) on the basis of 9 Rights Units for every 20 existing Units (the “Rights Ratio”) held

as at the time and date at and on which the transfer books and register of Unitholders will be

closed to determine the provisional allotments of Rights Units to Eligible Unitholders under the

Rights Issue (the “Books Closure Date”) at an issue price of S$0.555 per Rights Unit (the “Rights

Issue Price”), to raise gross proceeds of approximately S$218.3 million.

The Manager will be relying on the general mandate given by Unitholders at the annual general

meeting of Unitholders on 29 April 2015 to issue the Rights Units. In the event that OUE C-REIT

does not proceed with the proposed Acquisition, the proceeds from the Rights Issue shall be

re-deployed for potential future acquisitions or the repayment of its existing borrowings.


RESOLUTION 2: THE PROPOSED TRUST DEED SUPPLEMENT FOR THE ISSUE OF

PREFERRED UNITS

The Manager proposes to enter into the proposed Trust Deed Supplement with the Trustee for the

purposes of:

(i) authorising the Manager to issue Preferred Units from time to time, in one or more classes,

to any person(s) (including, without limitation, itself and/or its Related Parties (as defined

herein)), with the prior approval of Unitholders; and

6

(ii) setting out the general terms and conditions of an offer and issue of the Preferred Units.

(See paragraph 3 of the Letter to Unitholders for further details.)

RATIONALE FOR THE PROPOSED TRANSACTIONS

The Manager believes that the proposed Acquisition, the proposed CPPU Issue and the Rights

Issue (collectively, the “Transactions”) will bring the following key benefits to Unitholders:

(i) acquisition of a majority interest in a landmark commercial property in the Singapore CBD;

(ii) acquisition of a quality commercial property at an attractive price (albeit not immediately

yield-accretive);

(iii) favourable growth profile from potential increase in occupancy, potential positive rental

reversion and limited new office supply in Raffles Place;

(iv) achievement of transformational scale for OUE C-REIT through the proposed Acquisition

which will significantly enlarge the size of its portfolio and strengthen its competitive position

in Singapore;

(v) enhanced portfolio diversification and resilience, as well as reduced asset concentration risk;

(vi) strong support from the Sponsor through the proposed CPPU Issue and its take-up of the pro

rata stake in the Rights Issue;

(vii) increased market capitalisation and potential increased liquidity through the Rights Issue;

(viii) diversification of sources of funding; and

(ix) future ordinary equity injection into OUE C-REIT at a premium to the TERP through the

conversion of the CPPUs.

(See paragraph 4 of the Letter to Unitholders for further details.)

7

INDICATIVE TIMETABLE

The timetable for the events which are scheduled to take place after the extraordinary general

meeting of the Unitholders to be held on Monday, 27 July 2015 at Marina Mandarin Singapore,

Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 (the “EGM”) is

indicative only and is subject to change at the Manager’s absolute discretion as well as applicable

regulatory requirements. Any changes (including any determination of the relevant dates) to the

timetable below will be announced.

Event Date and Time

Last date and time for lodgement of Proxy

Forms

: Saturday, 25 July 2015 at 2.00 p.m.

Date and time of the EGM : Monday, 27 July 2015 at 2.00 p.m.

If the approval for the proposed Acquisition is obtained at the EGM:

Target date for completion of the proposed

Acquisition and the proposed issuance of the

CPPUs

: Thursday, 1 October 2015

8

OUE COMMERCIAL REAL ESTATE INVESTMENT TRUST(Constituted in the Republic of Singapore pursuant to a trust deed dated

10 October 2013 (as amended))

Directors: Registered Office:

Mr. Christopher James Williams (Chairman and Non-Executive

Non-Independent Director)

Mr. Ng Lak Chuan (Audit and Risk Committee Chairman and

Lead Independent Director)

Mr. Loh Lian Huat (Independent Director)

Mr. Carl Gabriel Florian Stubbe (Independent Director)

Mr. Jonathan Miles Foxall (Non-Executive Non-Independent

Director)

Ms. Tan Shu Lin (Chief Executive Officer and Executive Director)

50 Collyer Quay

#04-08 OUE Bayfront

Singapore 049321

1 July 2015

To: The Unitholders of OUE Commercial Real Estate Investment Trust

Dear Sir/Madam

1. SUMMARY OF APPROVALS SOUGHT

The Manager is convening the EGM to seek Unitholders’ approval for:

(i) Resolution 1: the proposed Acquisition and the proposed CPPU Issue (Ordinary

Resolution); and

(ii) Resolution 2: the proposed Trust Deed Supplement for the issue of Preferred Units

(Extraordinary Resolution).

2. RESOLUTION 1: THE PROPOSED ACQUISITION AND THE PROPOSED CPPU ISSUE

2.1 THE PROPOSED ACQUISITION

2.1.1 Description of One Raffles Place

One Raffles Place is strategically located at the junction of Raffles Place and Chulia

Street, in the heart of Singapore’s main financial district, Raffles Place. It is situated

above the Raffles Place MRT station, and has a direct and seamless link to the Raffles

Place MRT interchange station via an underground pedestrian walkway.

The Property is an integrated commercial development comprising One Raffles Place

Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with

approximately 860,000 sq ft of aggregate NLA. One Raffles Place Tower 1 was

completed in 1986 and is one of the tallest buildings in the Singapore CBD. It

comprises a 62-storey Grade-A office building with a rooftop restaurant and

observation deck. One Raffles Place Tower 2, which is the new tower completed in

2012, is a 38-storey Grade-A office building. It has been awarded the Platinum Green

Mark Award by the Building and Construction Authority for its energy efficiency and

environmentally sustainable design. One Raffles Place Shopping Mall is a six-storey

retail podium that has undergone extensive refurbishment works which were

completed in May 2014. It is the largest purpose-built shopping mall in Raffles Place,

9

accounting for about 10% of existing retail stock in the CBD1. Its basement level is

seamlessly linked to the Raffles Place MRT interchange station via an underground

pedestrian walkway. The Property has a total of 326 basement car park lots.

The table below sets out a summary of selected information on the Property (in respect

of which OUE C-REIT will be acquiring a partial indirect interest):

GFA Approximately 119,725.8 sq m (1,288,717 sq ft)

NLA One Raffles Place Tower 1: Approximately 38,090.3 sq m

(410,000 sq ft)

One Raffles Place Tower 2: Approximately 32,516.1 sq m

(350,000 sq ft)

One Raffles Place Shopping Mall: Approximately 9,290.3

sq m (100,000 sq ft)


Car park lots 326 car park lots located in Basements 2 to 4

Title One Raffles Place Tower 1: 841-year leasehold title


One Raffles Place Tower 2: 99-year leasehold title

commencing 26 May 1983

One Raffles Place Shopping Mall – the retail podium

straddles two land plots:

− approximately 75% of the retail podium NLA is on a

99-year leasehold title commencing 1 November 1985

− the balance 25% is on the 841-year leasehold title


2.1.2 The Proposed Acquisition Structure

OUBC is the registered owner of the Property and it owns 81.54% of the beneficial

interest in the Property for itself, with the remaining 18.46% interest being held by

OUBC on trust for an unrelated third party. The Sponsor and its wholly-owned

subsidiary BPHPL collectively hold a 50.0% interest in OUBC. The remaining 50.0%

interest is held by several third parties, including KIO, which holds a 33.33% interest

in OUBC.

Pursuant to the Framework Agreement, BPHPL will acquire an additional interest in

OUBC of a minimum of 25.0% and up to a maximum of 33.33%. This is because

pursuant to the articles of association of OUBC, if a shareholder wishes to divest its

shares (the “Divested Shares”), the remaining shareholders are entitled to acquire

the Divested Shares pro rata in accordance with their existing shareholding. Upon KIO

giving notice of its intention to dispose of its 33.33% interest, BPHPL would have a pro

rata entitlement to acquire a 25.0% interest in OUBC2, bringing its total interest in

OUBC to 75.0%. If the remaining shareholders do not exercise their entitlement to

acquire the Divested Shares, then BPHPL would be able to acquire up to a maximum

of 33.33% interest in OUBC2 bringing its total interest in OUBC to 83.33%. Therefore,

1 Source: Independent Market Research Report.


transfer such interest to BPHPL prior to completion of the proposed Acquisition. Upon the transfer of the Sponsor’s



10

the final Purchase Consideration shall be determined based on the amount of the

OUBC shares acquired by BPHPL, which is between 75.0% to 83.33% of the OUBC

shares.

Since OUBC owns 81.54% of the beneficial interest in the Property, a 75.0% interest

in OUBC translates into an effective interest of 61.16% in the Property and an 83.33%

interest in OUBC translates to an effective interest of 67.95% in the Property.

2.1.3 Purchase Consideration and Valuation

The Purchase Consideration payable to the Sponsor in connection with the proposed

Acquisition shall be the NAV of BPHPL Group after taking into account the agreed

value of S$1,715.0 million for the OUBC Interest (comprising 81.54% interest in the

Property) and the shareholder’s loan to be repaid by BPHPL upon completion of the

proposed Acquisition. The Purchase Consideration shall be paid to the Sponsor in a

combination of cash and CPPUs.

The Purchase Consideration has been negotiated on a willing-buyer and willing-seller

basis, after taking into account the independent valuations of the Independent Valuers.

The Independent Valuers had conducted their valuations based on the income

capitalisation approach and the market comparison method. (See Appendix F for

further details regarding the valuation of the OUBC Interest.)

The Trustee has commissioned Savills and the Manager has commissioned Cushman

& Wakefield to value the OUBC Interest. The following table sets out the selected

information on the valuations by the Independent Valuers.

Valuation of the OUBC Interest by Savills


Valuation of the OUBC Interest by Cushman &

Wakefield (as at 5 June 2015)S$1,733.0 million

Agreed Value for the OUBC Interest S$1,715.0 million



Assuming that:



(c) based on the agreed value of S$1,286.3 million for the 75.0% indirect interest in

OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which

shall be extended by the Sponsor to BPHPL for the acquisition of the Divested

Shares,


Assuming that:


11


(c) based on the agreed value of S$1,429.2 million for the 83.33% indirect interest

in OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which

shall be extended by the Sponsor to BPHPL for the acquisition of the Divested

Shares,


The expected Purchase Consideration shall be adjusted to reflect the actual NAV

attributable to the controlling shareholder of the BPHPL Group on the date of

completion of the proposed Acquisition.

2.1.4 Estimated Total Acquisition Cost

Depending on the shareholding interest in OUBC acquired by BPHPL, the estimated

Total Acquisition Cost will range from approximately S$1,061.2 million to S$1,178.3

million, comprising:

(i) the expected Purchase Consideration of S$1,034.0 million to S$1,148.8 million

(see “Purchase Consideration and Valuation” above);

(ii) the Acquisition Fee of approximately S$9.6 million to S$10.7 million to be paid in

Units; and

(iii) the estimated debt and/or equity financing related costs, stamp duty, professional

and other fees and expenses incurred or to be incurred by OUE C-REIT in

connection with the proposed Acquisition of approximately S$17.6 million to

S$18.8 million.

The following table sets out the different components of the estimated Total Acquisition

Cost based on the different shareholding interest in OUBC acquired by BPHPL.

S$’ million

75.0% of the

OUBC Interest

83.33% of the

OUBC Interest

Expected Purchase Consideration S$1,034.0 S$1,148.8

Acquisition Fee S$9.6 S$10.7

Estimated debt and/or equity financing

related costs, stamp duty, professional

and other fees and expenses S$17.6 S$18.8

Estimated Total Acquisition Cost S$1,061.2 S$1,178.3

2.1.5 Method of Financing

The Manager intends to finance all acquisition costs relating to the proposed

Acquisition (excluding the Acquisition Fee Units) through a combination of debt and

equity financing, including the proposed CPPU Issue and the Rights Issue. The

following table sets out the intended source and application of estimated funds in

relation to the proposed Transactions.

12

S$’ million

75.0% of the

OUBC Interest

83.33% of the

OUBC Interest

Sources

CPPU Issue 500.0 550.0

Rights Issue 218.3 218.3

Debt/borrowings 333.3 399.3

Issue of Acquisition Fee Units 9.6 10.7

Total 1,061.2 1,178.3

Applications

Acquisition of BPHPL including any

repayment of shareholder’s loan 1,034.0 1,148.8



Total 1,061.2 1,178.3

2.1.6 Principal Terms of the SPA

The principal terms of the SPA include, among others, the following conditions

precedent:

(i) BPHPL having acquired the additional 25.0% to 33.33% interest in OUBC and

being the legal and beneficial owner of the 75.0% to 83.33% shares in OUBC;

(ii) no statute, regulation or decision which would prohibit the sale and purchase of

the shares of BPHPL or the operation of any of OUBC and its subsidiaries having

been proposed, enacted or taken by any governmental or official authority;

(iii) the approval of the Sponsor’s shareholders for the disposal of BPHPL and

transactions in connection with such disposal;

(iv) the approval of the Unitholders for the proposed Acquisition and transactions in

connection with such Acquisition (including the proposed CPPU Issue and any

applicable whitewash resolution to be obtained from Unitholders in connection

with such issuance);

(v) the approval and confirmation being received by OUE C-REIT from Inland

Revenue Authority of Singapore that the CPPUs will be treated as equity;

(vi) the approval and confirmation being received by OUE C-REIT from the MAS that

the CPPUs will not count towards OUE C-REIT’s aggregate leverage limit under

the Property Funds Appendix; and

(vii) (a) no event or circumstance shall have occurred in respect of or in connection

with the affairs of OUBC and/or One Raffles Place, and (b) there being no breach

of any clause of the SPA (including any of the warranties), which adversely

affects the NAV of OUBC by 25% when compared to that reflected in the audited

consolidated financial statement of OUBC for the financial year ended 31

December 2014.

13

Completion of the proposed Acquisition is conditional upon the above condition

precedents being fulfilled or waived by the relevant party (other than paragraphs

2.1.6(iii) and (iv) above which cannot be waived) to the SPA on or prior to the Long

Stop Date. For the purpose of the SPA, “Long Stop Date” refers to the date falling

three months after the date of the EGM convened to seek Unitholders’ approval for,

among others, the acquisition of BPHPL or such other earlier date as may be mutually

agreed by OUE C-REIT and the Sponsor.

2.2 Payment of Acquisition Fee in Units

The Manager shall be paid an Acquisition Fee of approximately S$9.6 million to S$10.7

million for the proposed Acquisition pursuant to the Trust Deed, depending on the percentage

interest in OUBC acquired by BPHPL. As the proposed Acquisition is an “interested party

transaction” under the Property Funds Appendix, the Acquisition Fee will be in the form of

Units which shall not be sold within one year of the date of issuance in accordance with

Paragraph 5.6 of the Property Funds Appendix.

Pursuant to Rule 805(1) of the Listing Manual, the Manager is seeking specific approval of

the Unitholders for the issue of the Acquisition Fee Units to the Manager. The issue price of

the Acquisition Fee Units shall be determined based on the TERP per Unit in relation to the

Rights Issue. While Clause 15.2.1 of the Trust Deed allows the Manager to receive the

Acquisition Fee Units at the Rights Issue Price of S$0.555, the Manager has elected to

receive the Acquisition Fee Units at the TERP of S$0.731 per Unit instead.

Based on the TERP of S$0.731 per Unit, the number of Acquisition Fee Units issued shall be

approximately 13.2 million to 14.7 million.

2.3 The Proposed CPPU Issue

The Manager intends to issue up to S$550.0 million CPPUs to the Sponsor (or its nominees)

as part payment of the Purchase Consideration. The CPPUs will not be classified as

borrowings, and the proposed CPPU Issue will not result in an increase in OUE C-REIT’s

Aggregate Leverage under the Property Funds Appendix.

2.3.1 Key Characteristics of the CPPUs

Certain key characteristics and other salient terms of the CPPUs are set out below.

Key Characteristics Salient Terms

Term The CPPUs shall be perpetual instruments.

Issue Price The CPPUs shall be issued at S$1.00 per CPPU.

Issue Size Up to 500,000,000 to 550,000,000 CPPUs.

Listing It is not intended that the CPPUs be listed on a stock

exchange.

14


Distributions Each CPPU in issue shall entitle a holder of CPPUs (“CPPU

Holder”) to receive a distribution (the “CPPU

Distribution”) of an amount equivalent to 1.0% per annum

of the issue price of each CPPU. Based on such distribution

rate, the amount of CPPU Distribution to be paid to the

CPPU Holders per annum is between S$5.0 million to

S$5.5 million.

Any and all decisions regarding the declaration of any

CPPU Distribution shall be at the sole and absolute

discretion of the Manager.

Any CPPU Distribution or part thereof not due or payable

pursuant to the CPPU Terms1 shall not accumulate for the

benefit of the CPPU Holders or entitle the CPPU Holders to

any claim in respect thereof against OUE C-REIT, the

Trustee and/or the Manager.

The CPPUs shall, in respect of the entitlement to

participate in the distributions of OUE C-REIT, rank:

(i) junior to any securities or ownership interests and all

obligations of OUE C-REIT (excluding debt

obligations) that are expressed to rank senior to the

CPPUs;

(ii) pari passu with (a) each other and (b) any other

securities or ownership interests and all obligations of

OUE C-REIT (excluding debt obligations) that are

expressed to rank pari passu with the CPPUs; and

(iii) senior to the Units.

Distribution and

Capital Stopper

In the event any CPPU Distribution (taking into account the

Special CPPU Distribution (as defined herein)) is not

declared in full for any reason in respect of any CPPU

Distribution Period (as defined herein), OUE C-REIT shall

not, and shall procure that the subsidiaries of OUE C-REIT

shall not, in respect of the same period:

(i) declare or pay any distributions in respect of, or

repurchase or redeem, any Units or any other

securities or ownership interests of OUE C-REIT

ranking pari passu with or junior to the CPPUs; and

(ii) contribute any moneys to a sinking fund for the

payment of any distributions in respect of, or for the

redemption or repurchase of, any such Units or any

other securities or ownership interests,

except where required pursuant to under any relevant laws,

regulations and guidelines.

1 “CPPU Terms” shall have the meaning ascribed to it in Appendix B.

15


Ranking at

liquidation

In the event of the commencement of any dissolution or

winding up of OUE C-REIT (other than pursuant to a

permitted reorganisation), the CPPUs shall, in respect of

the Priority Amounts, rank:

(i) junior to (a) all debt of OUE C-REIT (including, without

limitation, all amounts due under Clause 26.5 of the

Trust Deed, all costs of the Trustee in its capacity as

trustee of OUE C-REIT (including, but not limited to,

liabilities owed to any CPPU Holder or Unitholder who

is a creditor of OUE C-REIT) and subordinated debt),

and (b) any securities or ownership interests and all

obligations of OUE C-REIT that are expressed to rank

senior to the CPPUs;

(ii) pari passu with (a) each other and (b) any other

securities or ownership interests and all obligations of

OUE C-REIT that are expressed to rank pari passu

with the CPPUs; and


Special CPPU

Distribution

Entitlements upon

Redemption

Where any CPPUs are to be redeemed, the Manager may,

at its sole discretion, elect to declare a special CPPU

Distribution (“Special CPPU Distribution”) of an amount

per CPPU equivalent to the Distribution Amount1 pro-rated

over the relevant Special Preferred Distribution Period2, on

all CPPUs for the relevant Special Preferred Distribution

Period, which shall be payable on the relevant Redemption

Date (as defined herein) in accordance with the terms of the

CPPUs, provided that the Special CPPU Distribution in

respect of each CPPU shall, together with all prior

distributions declared in respect of each CPPU in the

relevant year, not exceed the Distribution Amount.

Restriction Period The restriction period shall be a period of four years

commencing from the date of issue of the CPPUs (the

“Restriction Period”), within which the CPPU Holder may

not exercise its right of conversion of the CPPUs, save in

exceptional circumstances such as a takeover or when the

Manager announces an intention to carry out a permitted

reorganisation, where the CPPU Holders will be entitled to

exercise their right to convert the CPPUs into Units

(“Conversion Right”) even during the Restriction Period.

(Please see paragraphs 21.3 and 22.2 of Appendix B for

further details.)

Conversion of the

CPPUsThe CPPUs shall be convertible at the option of the CPPU

Holders, in whole or in part, into Units at the Conversion

Price on a Business Day to be determined at the CPPU

Holders’ discretion after the expiry of the Restriction Period

1 “Distribution Amount” means the Preferred Distribution of an amount equivalent to 1.0% per annum of the issue

price of the CPPU.

2 “Special Preferred Distribution Period” means, in relation to the calculation of Special CPPU Distributions, the

period commencing the day after the end of the last distribution period (whether in respect of CPPU Distribution or

Special CPPU Distribution) immediately preceding the relevant Redemption Date.

16


(each such day a “Conversion Date”) provided that not

more than one-third of the CPPUs initially issued can be

converted in any one year.

During the Restriction Period, the CPPU Holders shall not

be entitled to exercise their Conversion Right when the

Manager exercises its right to redeem any of the CPPUs

(the “Redemption Right”).

After the expiry of the Restriction Period and in the event

that the Manager exercises its Redemption Right in respect

of any of the CPPUs, the CPPU Holders shall be entitled

(but shall not be obliged) at any time to exercise their

Conversion Right to convert up to one-third of the CPPUs

initially issued into Units in accordance with the terms of the

CPPU on a date no later than five Business Days prior to

the date fixed for redemption thereof.

Any exercise of the Conversion Right by the CPPU Holders

in respect of their CPPUs which are the subject of the

Redemption Right shall prevail and the Redemption Notice

shall be disregarded in respect of such CPPUs, provided

that the CPPU Holders have exercised their Conversion

Right no later than five Business Days prior to the date

fixed for redemption of such CPPUs.

Conversion Price The Conversion Price1 shall be an amount equivalent to a

premium of 15.0% above the TERP per Unit in relation to

the Rights Issue.

Based on the TERP of S$0.731 per Unit, the Conversion

Price of the CPPUs is S$0.841.

Adjustments to

Conversion Price

Some of the events which will result in an adjustment to the

Conversion Price (as described above) include:

(i) consolidation or subdivision or buy-back of Units;

(ii) capitalisation of profits or reserves;

(iii) rights issue of Units or options over Units;

(iv) rights issue of other securities;

(v) issues of Units at less than the market price;

(vi) issues of other securities at less than the market price;

(vii) modification of rights of conversion; or

(viii) other offers to Unitholder.

Some of the events above are subject to certain thresholds

being met. (Please refer to paragraph 22.8 of Appendix B

for further details on the applicable formula for the

adjustments to the Conversion Price.)

1 “Conversion Price” means the price at which Units will be issued upon conversion of the CPPUs, as adjusted from

time to time.

17


Redemption of the

CPPUs

CPPUs shall be redeemable on a pro rata basis at the

option of the Manager, in whole or in part, at the issue price

on a Business Day to be determined at the Manager’s

discretion (each such day a “Redemption Date”), except

upon the occurrence of certain special events. The CPPUs

shall not be redeemable at the option of the CPPU Holders.

Voting Rights The CPPU Holders shall not be entitled to attend and vote

at meetings of Unitholders except in the following

circumstances:

(i) during such period as the CPPU Distribution or

Special CPPU Distribution so declared or any part

thereof remains in arrears and unpaid for at least 12

months after the date when the CPPU Distribution or

Special CPPU Distribution should otherwise have

been paid if declared by the Manager;

(ii) in respect of any resolution which varies or abrogates

any right, preference or privilege of the CPPUs

(including, without limitation, the authorisation,

creation or issue of any securities or ownership

interests and all obligations of OUE C-REIT ranking

senior to (but excluding, for purposes of this

paragraph only, those ranking pari passu with) the

CPPUs as to entitlement to participate in the

distributions and/or (in the event of any dissolution or

winding up of OUE C-REIT) the Deposited Property1);

or

(iii) in respect of any resolution for the dissolution or

winding up of OUE C-REIT,

and every CPPU Holder who is present in person at such

general Meetings shall have on a show of hands, one vote

and on a poll, one vote for every CPPU of which it is the

holder.

Transferability The CPPUs are generally freely transferable save for such

restrictions as may be necessary to facilitate the

conversion and redemption of the CPPUs after the

Restriction Period.

(Please refer to paragraphs 21.10 and 28 of Appendix B for

further details on the transferability of the CPPUs.)

Upon Unitholders’ approval of Resolution 1 and Resolution 2, the Manager will enter

into the proposed Trust Deed Supplement with the Trustee and the CPPUs will be

issued pursuant to the proposed Trust Deed Supplement. See Appendix B of this

Circular for details of the specific terms and conditions of the CPPUs.

Under Clause 5.1.4 of the Trust Deed, the Manager has the power to issue further

CPPUs of the same class with the CPPUs already issued.

1 “Deposited Property” as defined in the Trust Deed means all assets of OUE C-REIT, including all its Authorised

Investments (as defined in the Trust Deed) for the time being held or deemed to be held upon the trusts of the Trust

Deed.

18

2.3.2 Redemption Review Process

The Manager will put in place a redemption review process following the issuance of

the CPPUs. The Manager will monitor the commercial viability of redeeming the

CPPUs on an on-going basis and will at least on a semi-annual basis in every financial

year after the issuance of the CPPUs prepare an internal report as to whether to

redeem the CPPUs, taking into account relevant funding costs, market conditions,

benefits and risks of redemption. This report will be drawn up in the three months

preceding the commencement of the relevant six-month period. The internal report

shall set out the factors taken into consideration by the Manager as well as the

financial conditions of OUE C-REIT and such other information as the Manager may

consider necessary for the consideration of the audit and risk committee of the

Manager (the “Audit and Risk Committee”).

The Audit and Risk Committee will then review the internal report, deliberate and

decide if OUE C-REIT should redeem any CPPUs, taking into consideration the best

interest of OUE C-REIT and its minority Unitholders. Any member of the Audit and Risk

Committee who is a non-Independent Director shall abstain from voting on any

resolution relating to the redemption of the CPPUs at the meeting of the Audit and Risk

Committee.

2.4 The Rights Issue

The Manager will be relying on the general mandate given by Unitholders at the annual

general meeting of Unitholders on 29 April 2015 to issue the Rights Units. In the event that

OUE C-REIT does not proceed with the proposed Acquisition, the proceeds from the Rights

Issue shall be re-deployed for potential future acquisitions or the repayment of its existing

borrowings.

2.4.1 Principle Terms of the Rights Issue

The following is a summary of the principal terms and conditions of the Rights Issue:

Issue Size : 393,305,817 Rights Units to raise gross proceeds of

approximately S$218.3 million and net proceeds of

approximately S$214.9 million.

Basis of Provisional

Allotment

: Each Eligible Unitholder is entitled to subscribe for 9

Rights Units for every 20 existing Units standing to the

credit of his securities account with CDP (the “Securities

Account”) as at the Books Closure Date, fractional

entitlements to be disregarded.

Rights Issue Price : S$0.555 for each Rights Unit. The Rights Units are

payable in full upon acceptance and/or application.

The Rights Issue Price represents a discount of 31.5% to

the closing price of S$0.810 per Unit on the last trading

day of the Units prior to the announcement of the Rights

Issue (the “Closing Price”) and a discount of 24.1% to

the theoretical ex-rights price (“TERP”) of S$0.731 per

Unit.

19

Status of the Rights

Units

: The Rights Units will, upon allotment and issue, rank pari

passu in all respects with the existing Units in issue as at

the date of issue of the Rights Units.

Eligible Unitholders who validly accept, in full, their

Rights Entitlements, will receive such amount of the

accrued distributions from the period from 1 January

2015 to 30 June 2015 to which they would have been

entitled had the Rights Issue not occurred.

Eligible Unitholders : Eligible Unitholders are Unitholders with Units standing

to the credit of their Securities Accounts and whose

registered addresses with CDP are in Singapore as at

the Books Closure Date or who have, at least three

Market Days1 prior to the Books Closure Date, provided

CDP with addresses in Singapore for the service of

notices and documents and such Unitholders who the

Manager, on behalf of OUE C-REIT, may determine, may

be offered Rights Units without breaching applicable

securities laws.

Eligibility of

Unitholders to

participate in the

Rights Issue

: Eligible Unitholders are at liberty to accept in part or in

full, decline, renounce or trade on the SGX-ST (during

the “nil-paid” rights trading period prescribed by the

SGX-ST) their pro rata Rights Entitlements and are

eligible to apply for the Excess Rights Units.

The procedures for acceptance, excess applications and

payment by Eligible Unitholders will be set out in the

offer information statement in connection with the Rights

Issue to be lodged with the MAS and issued to Eligible

Unitholders (the “Offer Information Statement”).

Ineligible Unitholders : No provisional allotment of Rights Units will be made to

Ineligible Unitholders and no purported acceptance

thereof or application thereof by Ineligible Unitholders

will be valid. Ineligible Unitholders should refer to the

paragraphs under paragraph 2.4.3 below.

Trading of the Rights

Units

: Upon the listing of and quotation for the Rights Units on

the Main Board of the SGX-ST, the Rights Units will be

traded on the Main Board of the SGX-ST under the

book-entry (scripless) settlement system. For the

purposes of trading on the Main Board of the SGX-ST,

each board lot of Units will comprise 100 Units. All

dealings in and transactions (including transfers) of the

Rights Units effected through the SGX-ST and/or CDP

shall be made in accordance with the “Terms and

Conditions for Operation of Securities Account with

CDP”, as the same may be amended from time to time,

copies of which are available from CDP.

Eligible Unitholders can trade in odd lots of Units on the

SGX-ST’s Unit Share Market.

Governing Law : Laws of the Republic of Singapore

The actual terms and conditions of the Rights Issue will be set out in the Offer

Information Statement to be despatched by the Manager to Eligible Unitholders

in due course.

1 “Market Day” as defined in the Listing Manual refers to a day on which the SGX-ST is open for securities trading.

20

AS THE RIGHTS ISSUE IS MADE ON A RENOUNCEABLE BASIS, THE

PROVISIONAL ALLOTMENTS OF RIGHTS UNITS CAN BE RENOUNCED IN

FAVOUR OF A THIRD PARTY OR TRADED ON THE SGX-ST.

Unitholders should note that the Rights Issue is undertaken pursuant to the

general mandate given by Unitholders to the Manager at the annual general

meeting on 29 April 2015.

The Rights Issue is further conditional upon the lodgement of the Offer Information

Statement with the MAS.

2.4.2 Eligible Unitholders

Eligible Unitholders whose Securities Accounts are credited with Units as at 5.00 p.m.

on the Books Closure Date will be provisionally allotted the Rights Entitlements on the

basis of the number of Units standing to the credit of their Securities Accounts with

CDP as at the Books Closure Date.

“Eligible Unitholders” are Unitholders with Units standing to the credit of their

Securities Accounts and (a) whose registered addresses with CDP are in Singapore as

at the Books Closure Date or who have, at least three Market Days prior to the Books

Closure Date, provided CDP with addresses in Singapore for the service of notices

and documents or (b) who the Manager determines may be offered Rights Units

without breaching applicable securities laws.

Eligible Unitholders will be at liberty to accept in part or in full, decline or otherwise

renounce or trade (during the “nil-paid” rights trading period prescribed by the

SGX-ST) their provisional allotments of Rights Units and are eligible to apply for

Excess Rights Units in excess of their provisional allotments under the Rights Issue.

Eligible Unitholders who have subscribed for or purchased Units under the

Central Provident Fund (“CPF”) Investment Scheme (“CPFIS”) and/or the

Supplementary Retirement Scheme (“SRS”) can only accept their Rights

Entitlements by instructing the relevant banks in which they hold their CPFIS

accounts and/or SRS accounts to do so on their behalf. Any application made

directly to CDP or through automated teller machines will be rejected.

Unitholders holding Units through a finance company or depository agent may

only subscribe for the Rights Entitlements through their respective finance

company or depository agent.

Subscription for the Rights Entitlements arising from Units acquired under the

CPFIS Ordinary Account (“CPFIS-OA”), where the Rights Entitlements are of a

type included under the CPFIS-OA, can only be made using CPF funds. In the

event of insufficient CPF funds or stock limit, Unitholders should top-up their

CPF funds with the relevant bank in which they hold their CPFIS accounts to

ensure that they may subscribe for their Rights Entitlements.

2.4.3 Ineligible Unitholders

No provisional allotment of Rights Units will be made to Unitholders other than the

Eligible Unitholders (“Ineligible Unitholders”) and no purported acceptance thereof

or application therefor by Ineligible Unitholders will be valid.

21

The making of the Rights Issue may be prohibited or restricted in certain jurisdictions

under their relevant securities laws. Thus, for practical reasons and in order to avoid

any violation of the securities legislation or other relevant laws applicable in countries

(other than in Singapore) where Unitholders may have their addresses registered with

CDP, the Rights Issue will not be extended to Ineligible Unitholders. Save as provided

herein, Ineligible Unitholders who wish to participate in the Rights Issue will have to

provide CDP with addresses in Singapore for the service of notices and documents

and any other evidence of eligibility at least three Market Days prior to the Books

Closure Date. Save as provided herein and for the avoidance of doubt, the Ineligible

Unitholders are not eligible to participate in the Rights Issue.

The “nil-paid” Rights Entitlements and the Rights Units have not been and will not be

registered under the Securities Act, or under the securities laws of any state of the

U.S. and, accordingly, they may not be offered, sold, resold, granted, delivered,

allotted, taken up, transferred or renounced, directly or indirectly, in within the U.S.

except pursuant to an applicable exemption from, or a transaction not subject to, the

registration requirements of the Securities Act and in compliance with any applicable

securities laws of any state or other jurisdiction of the U.S. The Rights Units and the

Rights Entitlements will only be offered and sold in offshore transactions in reliance on

Regulation S.

If it is practicable to do so, the Manager may, in its absolute discretion, arrange for

“nil-paid” rights which would otherwise have been allotted to Ineligible Unitholders to

be sold “nil-paid” on the SGX-ST as soon as practicable after dealings in the “nil-paid”

rights commence.

Such sales may, however, only be effected if the Manager, in its absolute discretion,

determines that a premium can be obtained from such sales, after taking into account

expenses to be incurred in relation thereto.

The net proceeds from all such sales, after deduction of all expenses therefrom, will

be pooled and thereafter distributed to Ineligible Unitholders in proportion to their

respective Unitholdings determined as at the Books Closure Date and sent to them by

ordinary post, provided that where the amount to be distributed to any Ineligible

Unitholder is less than S$10.00, the Manager shall be entitled to retain or deal with

such net proceeds as the Manager may, its in absolute discretion, deem fit for the sole

benefit of OUE C-REIT and no Ineligible Unitholder shall have any claim whatsoever

against the Manager, the Joint Lead Managers and Underwriters, the Trustee or the

CDP in connection therewith.

2.4.4 Excess Rights Units

The Rights Units represented by the provisional allotments (A) of (i) Eligible

Unitholders who decline, do not accept, and elect not to renounce or trade their

provisional allotment of Rights Units under the Rights Issue (during the “nil-paid” rights

trading period prescribed by the SGX-ST) and/or (ii) Ineligible Unitholders which have

not been sold during the “nil-paid” rights trading period or (B) that have not been

validly taken up by the original allottees, renounces of the provisional allotments or the

purchasers of the “nil-paid” rights (collectively, the “Excess Rights Units”), subject to

the requirements of otherwise of the SGX-ST, will be issued to satisfy Excess Rights

Units applications as the Manager may, in its discretion, deem fit.

22

2.4.5 Rights Issue Price

The Rights Issue Price represents a discount of:

(i) 31.5% to the Closing Price;

(ii) 24.1% to the TERP per Unit. For the avoidance of doubt, the TERP is calculated

as follows:

TERP =

Market capitalisation of OUE C-REIT1

+ Gross proceeds from the Rights Issue

Units in issue after the Rights Issue2

; and

(iii) 39.7% to the pro forma NAV per Unit after completion of the proposed

Transactions of S$0.92 per Unit as at 31 December 2014 and before conversion

of the CPPUs. (Please also refer to paragraph 6.1.2 of the Letter to Unitholders

for the pro forma NAV per Unit.)

2.4.6 Use of Proceeds of the Rights Issue

The Manager expects to raise gross proceeds of approximately S$218.3 million and

net proceeds of approximately S$214.9 million under the Rights Issue. Based on the

Manager’s current estimates, the Manager expects to use the gross proceeds from the

Rights Issue as follows:

(i) approximately S$205.3 million (which is equivalent to 94.0% of the gross

proceeds of the Rights Issue) to part finance the expected Purchase

Consideration including the repayment of any outstanding shareholder’s loan at

BPHPL;

(ii) approximately S$3.4 million (which is equivalent to 1.6% of the gross proceeds

of the Rights Issue) to pay the total costs and expenses relating to the Rights

Issue; and

(iii) approximately S$9.6 million (which is equivalent to 4.4% of the gross proceeds

of the Rights Issue) to pay the stamp duty, professional and other fees and

expenses incurred or to be incurred in connection with the proposed

Transactions.

Pending deployment, the net proceeds from the Rights Issue may be deposited with

banks and/or financial institutions, or used for any other purpose on a short-term basis

as the Manager may, in its absolute discretion deem fit. If the proposed Acquisition is

not completed, the net proceeds may be re-deployed for future acquisitions or the

repayment of debt.

The Manager will make periodic announcements on the utilisation of the net proceeds

of the Rights Issue via SGXNET as and when such funds are materially utilised.

1 Based on the Closing Price.

2 Comprising existing Units as at the Latest Practicable Date and the Rights Units.

23

It should be noted that OUE C-REIT is currently not under pressure from its bankers

to repay any of its existing borrowings and has sufficient resources to meet its current

capital commitments. The Manager is of the opinion that, after taking into

consideration OUE C-REIT’s internal resources, its available loan facilities and the net

proceeds of the Rights Issue, the working capital available to OUE C-REIT is sufficient

to meet its present obligations as and when they fall due.

2.4.7 Costs of the Rights Issue

The estimated costs of the Rights Issue that OUE C-REIT will have to bear include the

management, underwriting and selling commissions and related expenses of S$3.4

million (excluding goods and service tax payable), together with any goods and

services tax payable thereon.

2.4.8 Underwriting of the Rights Issue and Commitment of the Sponsor

(i) Commitment of the Sponsor

To demonstrate its support for OUE C-REIT and the Rights Issue, the Sponsor

(which through its wholly-owned subsidiaries, CDPL and the Manager (in its own

capacity) (the “Subscribing Entities”), owns 422,018,928 Units representing

48.3% of the voting rights of OUE C-REIT as at the Latest Practicable Date) has

provided to the Manager and the Joint Lead Managers and Underwriters an

irrevocable undertaking (the “Irrevocable Undertaking”) pursuant to which the

Sponsor will procure that the Subscribing Entities take up their full pro rata

entitlement of up to 189,908,517 Rights Units representing 48.3% of the total

number of Rights Units.

(ii) Underwriting of the Rights Issue

Save for the Rights Units which are the subject of the Irrevocable Undertaking,

the Rights Issue is fully underwritten by the Joint Lead Managers and

Underwriters on the terms and subject to the conditions of the underwriting

agreement entered into between the Manager and the Joint Lead Managers and

Underwriters on 29 June 2015 (the “Underwriting Agreement”). Pursuant to the

Underwriting Agreement, the Joint Lead Managers and Underwriters have

agreed, subject to the terms and conditions of that agreement to subscribe for,

and/or procure the subscription for, at the Rights Issue Price, the Rights Units for

which valid applications have not been submitted. The Joint Lead Managers and

Underwriters will be entitled to a commission of 2.25% (the “Underwriting

Commission”).

The Underwriting Agreement may be terminated upon the occurrence of certain

events, including breaches by the Manager of certain terms of the Underwriting

Agreement, certain material adverse changes relating to OUE C-REIT and events

of a force majeure nature. However, the Joint Lead Managers and Underwriters

will not be entitled to rely on force majeure to terminate the Underwriting

Agreement on or after the date on which ex-rights trading commences, in

compliance with Rule 818 of the Listing Manual.

24

2.4.9 Status of the Rights Units

The Rights Units will, upon allotment and issue, rank pari passu in all respects with the

existing Units in issue as at the date of issue of the Rights Units.

3. RESOLUTION 2: THE PROPOSED TRUST DEED SUPPLEMENT FOR THE ISSUE OF

PREFERRED UNITS

3.1 The Proposed Trust Deed Supplement

The Manager proposes to enter into the proposed Trust Deed Supplement with the Trustee

for the purposes of:

(i) authorising the Manager to issue the Preferred Units from time to time, in one or more

classes, to any person(s) (including, without limitation, itself and/or its Related Parties),

with the prior approval of Unitholders; and

(ii) setting out the general terms and conditions of an offer and issue of the Preferred Units.

3.2 Requirement for Unitholders’ Approval

Pursuant to Clause 28.2 of the Trust Deed, the Trust Deed may be replaced or amended with

the prior consent of the Unitholders by way of an Extraordinary Resolution. Accordingly, the

Manager is seeking Unitholders’ approval for the proposed Trust Deed Supplement.

Key Characteristics of the Preferred Units

The Manager proposes to issue each class of Preferred Units on the general terms and

conditions set out in the proposed Trust Deed Supplement, as well as any specific terms and

conditions relating to the relevant class of Preferred Units which may be agreed between the

Manager and the relevant Preferred Unitholder1. A list of the key characteristics and salient

terms of the Preferred Units is set out below:


Term The term of the Preferred Units of each class shall be

separately determined in respect of such class of Preferred

Units.

Issue Price The issue price of a Preferred Unit of each class shall be

separately determined in respect of such class of Preferred

Units.

Listing The Preferred Units of each class may or may not be listed

on the SGX-ST and/or any other Recognised Stock

Exchange (as defined herein). Any listing of the Preferred

Units of each class (and the terms and conditions relating

to such listing, if any) shall be separately determined in

respect of such class of Preferred Units.

1 “Preferred Unitholder” means the registered holder for the time being of a Preferred Unit, including persons so

registered as joint holders, except where the registered holder is The Central Depository (Pte) Limited (“CDP”), the

term “Preferred Unitholder” shall, in relation to Preferred Units registered in the name of CDP mean, where the

context requires, the Depositor (as defined herein) whose securities account with CDP is credited with Preferred

Units.

25


Distributions The Preferred Units of each class shall, in respect of the

entitlement to participate in the distributions of OUE

C-REIT, rank:

(i) junior to all securities, ownership interests and

obligations of OUE C-REIT that are expressed to rank

senior to the Preferred Units of such class;

(ii) pari passu with (a) each other and (b) all securities,

ownership interests and obligations of OUE C-REIT

that are expressed to rank pari passu with the

Preferred Units of such class; and


The terms and conditions relating to the declaration and

payment of distributions in respect of the Preferred Units of

each class shall be separately determined in respect of

such class of Preferred Units, provided that any decision

regarding the declaration of distributions in respect of the

Preferred Units of each class shall be at the sole discretion

of the Manager.

Distribution and Capital

Stopper

The specific terms and conditions relating to each class of

Preferred Units may restrict the declaration of distributions

in respect of the Units and/or return of capital to Unitholders

in the event that any distributions payable in respect of the

Preferred Units of such class are not declared in full, or may

not contain such restrictions. Any such restrictions which

may be imposed pursuant to the terms of the Preferred

Units of each class (and the terms and conditions of such

restrictions, if any) shall be separately determined in


Ranking at Liquidation In the event of the commencement of any dissolution or

winding up of OUE C-REIT (other than pursuant to a

permitted reorganisation), the Preferred Units of each class

shall, in respect of the entitlement to participate in the

assets of OUE C-REIT upon liquidation, rank:

(i) junior to (a) all debts of OUE C-REIT (including,

without limitation, all amounts due under Clause 26.5

of the Trust Deed, all costs of the Trustee (including,

but not limited to, liabilities owed to any Preferred

Unitholder or Unitholder who is a creditor of OUE

C-REIT) and all subordinated debt) and (b) all

securities, ownership interests and obligations of OUE

C-REIT that are expressed to rank senior to the

Preferred Units of such class;

(ii) pari passu with (a) each other and (b) all securities,

ownership interests and obligations of OUE C-REIT

that are expressed to rank pari passu with the



26


Redemption of the

Preferred Units

The Preferred Units of each class may be redeemable, in

full or in part, at the option of the Manager and/or the

relevant Preferred Unitholders, may be subject to

restrictions on redemption if any or may not be redeemable

at all. Any entitlement of the Manager and/or the relevant

Preferred Unitholder to redeem the Preferred Units of each

class (and the terms and conditions of such entitlement, if

any) shall be separately determined in respect of such

class of Preferred Units.

Conversion of the

Preferred Units

Each class of Preferred Units may be convertible, in full or

in part, into Units at the option of the Manager and/or the

relevant Preferred Unitholders, may be subject to

restrictions on conversion or may not be convertible into

Units at all. Any entitlement of the Manager and/or the

relevant Preferred Unitholder to convert each class of

Preferred Units into Units (and the terms and conditions of

such entitlement, if any) shall be separately determined in


Voting Rights The Preferred Units of each class shall have no voting

rights attached to them in respect of voting at meetings of

Unitholders, save in the following circumstances:

(i) during such period as the distributions so declared in

respect of the Preferred Units of such class or any part

thereof remain in arrears and unpaid for at least 12

months after the date when distributions in respect of

the Preferred Units of such class should otherwise

have been paid if declared by the Manager;

(ii) upon any resolution which varies or abrogates any

right, preference or privilege of the Preferred Units of

such class (including, without limitation, the

authorisation, creation or issue of any securities,

ownership interests or obligations of OUE C-REIT

ranking senior to (but excluding, for purposes of this

paragraph only, those ranking pari passu with) the

Preferred Units of such class in respect of the

entitlement to participate in the distributions and/or (in

the event of any dissolution or winding up of OUE

C-REIT) the Deposited Property); or

(iii) upon any resolution for the dissolution or winding up

of OUE C-REIT.

Transferability The Preferred Units of each class may be freely

transferable, may be subject to restrictions on transfer or

may not be transferable at all. Any entitlement to transfer

the Preferred Units of each class (and the terms and

conditions of such transfer, if any) shall be separately

determined in respect of such class of Preferred Units.

(See Appendix A of this Circular for further details of the proposed Trust Deed Supplement

and the general terms and conditions governing the Preferred Units.)

27

3.3 Rationale for the Proposed Trust Deed Supplement

The Manager believes that the ability to create and issue new classes of Preferred Units will

enhance OUE C-REIT’s financing flexibility and widen the pool of capital available to OUE

C-REIT by allowing the Manager to create and issue new classes of securities.

4. RATIONALE FOR THE PROPOSED TRANSACTIONS

The Manager believes that the proposed Transactions will bring the following key benefits to

Unitholders:

4.1 Acquisition of a majority interest in a landmark commercial property in the Singapore

CBD

The proposed Acquisition represents a unique opportunity for OUE C-REIT to acquire a

majority interest in One Raffles Place. It is expected to increase OUE C-REIT’s exposure to

its core Singapore office market and the Property possesses the following competitive

strengths arising from its positioning as a Grade-A commercial property;

(i) it is strategically located in the heart of Raffles Place, which is in the traditional financial

and business hub within Singapore’s CBD. Raffles Place is perceived as the most

accessible office location within the CBD, and is expected to remain as a focal point of

the CBD even with the expansion of the Marina Bay precinct, with One Raffles Place’s

strategic location being a strong pull-factor for existing and prospective tenants.

One Raffles Place is situated above and linked to the Raffles Place MRT interchange

station, one of Singapore’s major MRT interchange stations, via underground

pedestrian access through the basement of its retail podium which is also connected to

a comprehensive underground network of pedestrian walkways linking to other

developments within Raffles Place as well as Marina Bay. The Property also enjoys

enhanced accessibility to other parts of Singapore via its proximity to the Marina

Coastal Expressway, the Central Expressway and the East Coast Parkway;

(ii) it is a prominent iconic development with Grade-A building specifications. One Raffles

Place Tower 1 comprises a 62-storey office tower and is one of the tallest buildings in

the CBD, with its upper levels enjoying a 360-degree panoramic view of the city. One

Raffles Place Shopping Mall, a six-storey retail podium that has undergone extensive

refurbishment works recently, faces the entire length of the Raffles Place Park, within

the very heart of Raffles Place. As the largest purpose-built shopping mall in Raffles

Place, it offers a diverse range of shopping, dining and leisure options catering to the

needs of the working population in the CBD. The main anchor tenants of One Raffles

Place Shopping Mall include H&M, Uniqlo and other well-known local and international

brand names such as Paris Baguette Café, The Hour Glass, Pandora and Tumi;

(iii) The two office towers offer quality and efficient column-free office space with regular

floor plates. As a result, the Property enjoys an established blue-chip tenant base which

include reputable banking, insurance, financial, information and technology, media and

telecommunications companies and multi-national corporations (“MNCs”). Key tenants

include Petrobras Singapore Pte Ltd, Alipay Singapore E-commerce Private Limited,

Virgin Active Singapore Pte Ltd, Pramerica Investment Management (Singapore) Pte

Ltd and China Merchant Bank Co. Ltd;

28

(iv) One Raffles Place Tower 2 has been accredited with the prestigious BCA Green Mark

Platinum Certification for its environmentally sustainable features, and such

accreditation is increasingly sought after by blue-chip tenants and MNCs when sourcing

potential office space; and

(v) The Property is situated primarily on three land plots with three different tenures with

remaining long land leases of about 812 years, 69 years and 67 years respectively,

translating to a remaining weighted average land lease expiry (by value) of 435 years.

The long land leases provide an attractive investment opportunity and the proposed

Acquisition is expected to increase the remaining land lease expiry of OUE C-REIT,

from its current remaining weighted average land lease expiry of approximately 72

years to 258 years, which is approximately 3.6 times from its current remaining

weighted average land lease expiry.

Remaining Weighted Average Land Lease Expiry

Enlarged PortfolioExisting Portfolio

72 years

258 years

3.6x

4.2 Acquisition of a quality commercial property at an attractive price

While the proposed Acquisition is not immediately yield-accretive, it represents an

opportunity for OUE C-REIT to acquire an interest in a quality commercial property in the

prime Raffles Place area at an attractive price of S$2,382 per square foot (“psf”) compared

to the transacted prices of Grade-A properties in the area, as illustrated in the following

table1.

Property

Remaining

Lease

Date of

Transaction

Transacted

Price

Transacted

Price psf

OUBC Interest2 Weighted

average of

435 years

In progress S$1,715.0 million S$2,382 psf

Straits Trading

Building

847 years September

2014

S$450.0 million S$2,830 psf

1 Unless otherwise indicated, the information in the table is based on information provided in the valuation report of

the OUBC Interest by Cushman & Wakefield dated 9 June 2015.

2 This is specific information provided by the Manager for the purpose of comparison.

29

Property

Remaining

Lease

Date of

Transaction

Transacted

Price

Transacted

Price psf

Prudential

Tower1

80 years May 2014 S$512.0 million S$2,316 psf

OUE Bayfront 92 years January 2014 S$1,005.0 million S$2,498 psf

Hitachi Tower2 More than

840 years

January 2013 S$660.0 million S$2,374 psf

4.3 Favourable growth profile from potential increase in occupancy, positive rental

reversion and limited new office supply in Raffles Place

According to the Independent Market Research Report, rents for Grade-A office buildings in

Raffles Place, especially those which are well-located e.g. with direct access to the MRT

station, are expected to be relatively resilient, given that there are no known premium and

Grade-A office developments expected to be completed in the area from 2015 to 2018. In

addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly

mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future

office developments that offer floor plates of 20,000 sq ft and above.

Many companies in Singapore continue to favour the CBD as a choice location, with Raffles

Place widely regarded as the most established business location within the CBD. Offices with

mid-sized floor plates in Raffles Place offer a strong value proposition to these companies.

Coupled with the growing diversity of tenants in the CBD, the demand for mid-sized floor

plates in Raffles Place is expected to remain relatively firm. Despite the development of

Marina Bay, Raffles Place continues to be perceived as the most accessible location in the

CBD. As at 1Q 2015, the Independent Market Research Consultant estimates the average

office rent in Marina Bay to be 20% higher than that in Raffles Place, providing a strong value

proposition for businesses to be located in Raffles Place.

Based on the Independent Market Research Report, the current office occupancy rate of One

Raffles Place is estimated to be about 85.0% to 90.0%, as compared to the average

occupancy rate for Grade-A offices in Raffles Place in 1Q 2015 of about 97.2%. Based on the

above occupancy estimates, there is potential for One Raffles Place to increase its

occupancy rate by about 7 to 12 percentage points to reach an occupancy level in line with

the market.

1 Based on the sale of a 92.8% stake in Prudential Tower.

2 Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million.

30

Potential Upside in Occupancy

Current EstimatedOffice Occupancy Rate

of the Property

Average Occupancy Ratefor Grade-A offices in


85%

90%

97.2%

+12ppt

+7ppt(1)

Estimated

range {

Note:

(1) Ppt: percentage point.

Furthermore, the current office rent at One Raffles Place is estimated to be S$9.50 to

S$10.00 psf per month, compared to the average rent for Grade-A offices in Raffles Place in

1Q 2015 of about S$11.50 psf per month. Based on the above rent estimates, OUE C-REIT

can potentially achieve positive rental reversion to market rents of between 15% to 21%.

Potential Upside in Office Rents

Current EstimatedOffice Rent of the

Property

Average Rent for Grade-Aoffices in Raffles Place

in 1Q 2015

9.50

10.00

11.50

+21%

+15%

Estimated

range

S$ psf per month

{

31

4.4 Achievement of transformational scale for OUE C-REIT through the proposed

Acquisition which will significantly enlarge the size of its portfolio and strengthen its

competitive position in Singapore

Following the completion of the proposed Acquisition, OUE C-REIT’s assets-under-

management (“AUM”) is expected to increase from S$1,630.6 million (as at 31 December

2014) to S$3,364.6 million, representing an increase of 106.3%.

The larger asset base post-Acquisition is expected to enhance OUE C-REIT’s overall capital

management flexibility. With a larger asset base, OUE C-REIT will have greater debt

headroom before reaching the aggregate leverage limit under the Property Funds Appendix

(which is with reference to OUE C-REIT’s Deposited Property). A larger asset base will also

support more equity issuances by OUE C-REIT in future. These will, in turn, facilitate future

acquisitions and asset enhancement initiatives to be undertaken by OUE C-REIT.

Further, the proposed Acquisition is expected to increase OUE C-REIT’s proportion of

Singapore AUM from 69.6% to 85.3%, as well as increase the total NLA of OUE C-REIT’s

asset portfolio from approximately 825,000 sq ft to 1,545,000 sq ft, thereby enlarging OUE

C-REIT’s footprint within the Singapore CBD and strengthening its competitive position as a

landlord in the Singapore office market.

Proportion of Singapore Assets-under-Management

Enlarged Portfolio

(OUBC Interest)

Existing Portfolio

69.6%

30.4%

85.3%

14.7%


4.5 Enhanced portfolio diversification and resilience, as well as reduced asset

concentration risk

The proposed Acquisition is expected to benefit Unitholders by enhancing the diversification

and resilience of the Existing Portfolio through the following ways:

(i) Increasing OUE C-REIT’s gross revenue contribution denominated in Singapore

dollars

The proposed Acquisition is expected to increase the gross revenue contribution

denominated in Singapore dollars, and in turn reduce the impact of foreign exchange

fluctuations on OUE C-REIT’s total distributable income. Post-Acquisition, the

proportion of gross revenue received by OUE C-REIT denominated in Singapore dollars

is expected to increase from 68.5%, to 82.3% and 83.1% in the Forecast Period, after

the completion of the proposed Acquisition of 75.0% and 83.33% indirect interest in

OUBC, respectively.

32

Proportion of Portfolio Gross Revenue Contribution denominated

in Singapore dollars(1)

Existing Portfolio

Enlarged Portfolio

(75.0% indirect interest in

OUBC)

Enlarged Portfolio


OUBC)

31.5%

68.5%

17.7%

82.3%

16.9%

83.1%

Gross revenue denominated inSingapore dollars

Gross revenue denominatedin foreign currency

Note:

(1) For the Forecast Period from 1 October 2015 to 31 December 2015.

(ii) Reducing the concentration risk of OUE C-REIT’s income stream from any single

property

The proposed Acquisition is expected to enhance OUE C-REIT’s income diversification

and reduce its asset concentration risk. No single property is expected to account for

more than 43.8% to 46.4% of OUE C-REIT’s gross revenue, after the completion of the

proposed Acquisition of 75.0% and 83.33% indirect interest in OUBC, respectively,

compared to 68.5% before the proposed Acquisition.

Portfolio Gross Revenue Contribution by Property(1)

Existing Portfolio

Enlarged Portfolio


OUBC)

Enlarged Portfolio


OUBC)

31.5%

68.5%

43.8%

17.7%

38.5%

46.4%

16.9%

36.7%

OUE Bayfront Lippo Plaza Proposed Acquisition

Note:


(iii) Enhancing the quality of OUE C-REIT’s tenant base

The proposed Acquisition is expected to enhance the quality of OUE C-REIT’s tenant

base, with the addition of several established MNCs which include Petrobras Singapore

Pte Ltd, Alipay Singapore E-commerce Private Limited, Virgin Active Singapore Pte Ltd,

Pramerica Investment Management (Singapore) Pte Ltd and China Merchant Bank Co.

Ltd, thereby adding to OUE C-REIT’s existing core of blue chip tenants. The stronger

and more diverse tenant base is also expected to improve the resilience of OUE

C-REIT’s cashflows.

33

4.6 Strong support from the Sponsor through the proposed CPPU Issue and its take-up of

the pro rata stake in the Rights Issue

The proposed Acquisition is in line with the Sponsor’s commitment to OUE C-REIT at the

time of its initial public offering, when the Sponsor granted a right of first refusal to OUE

C-REIT for its potential future acquisitions of income-producing real estate used primarily for

commercial purposes. The proposed issuance of the CPPUs to the Sponsor as part payment

for the proposed Acquisition and its undertaking to procure the Subscribing Entities to take

up their full pro rata stake in the Rights Issue will further align the interests of the Sponsor

with that of OUE C-REIT and its Unitholders. This also demonstrates the Sponsor’s

commitment to support OUE C-REIT’s acquisition growth strategy. Specifically, the

Sponsor’s commitment to take up the CPPUs and to procure the Subscribing Entities’

take-up of their pro rata stake in the Rights Issue, demonstrates its long-term commitment

to grow OUE C-REIT into an efficient platform for holding commercial properties, with both

the Sponsor and the Manager being incentivised to maximise distributions to Unitholders.

The strong support of the Sponsor for the proposed Transactions also reflects its confidence

in the growth prospects in One Raffles Place, underlining its importance as a key asset in

OUE C-REIT’s portfolio.

4.7 Increased market capitalisation and potential increased liquidity through the Rights

Issue

To part finance the proposed Acquisition, up to 393,305,817 new Units will be issued under

the Rights Issue. As at the Latest Practicable Date, the new Units will constitute 45.0% of the

Units in issue. The issue of the new Units is expected to increase the market capitalisation

of OUE C-REIT and may facilitate improvement in the trading liquidity of Units on the

SGX-ST. The Manager believes that the increased market capitalisation and liquidity would

provide OUE C-REIT with increased visibility within the investment community.

4.8 Diversification of sources of funding

The proposed CPPU issue enables the Manager to widen the pool of capital available to OUE

C-REIT and enhances its financial flexibility. The CPPUs will be treated as equity of OUE

C-REIT and not as borrowings or deferred payments under the Property Funds Appendix.

Therefore, the proposed CPPU Issue will not increase OUE C-REIT’s aggregate leverage

and refinancing risk. Assuming that OUE C-REIT acquires the maximum 83.33% indirect

interest in OUBC, its pro forma aggregate leverage is expected to be 41.9%1.

In addition, the Manager has the option but not the obligation to redeem the CPPUs. In this

regard, there is no refinancing risk arising from the proposed CPPU Issue as the CPPU

Holder does not have the right to procure the Manager to redeem the CPPUs.

4.9 Future ordinary equity injection into OUE C-REIT at a premium to the TERP through the

conversion of the CPPUs

The CPPUs are convertible at a premium of 15.0% above the TERP into ordinary Units after

the expiry of the four-year restriction period. In order to ensure an orderly conversion of the

CPPUs, not more than one-third of the CPPUs initially issued shall be converted in any one

year. If the CPPUs are converted, this will allow OUE C-REIT to issue ordinary equity at a

premium to the TERP at announcement of the Rights Issue.

1 OUE C-REIT’s pro forma aggregate leverage is expected to be 40.9% if it acquires the minimum 75.0% indirect

interest in OUBC.

34

5. PROFIT FORECAST

Statements contained in this section which are not historical facts may be forward-looking

statements. Such statements are based on the assumptions set forth in this section and are

subject to certain risk and uncertainties which could cause actual results to differ materially

from those projected. Under no circumstances should the inclusion of such information

herein be regarded as a representation, warranty or prediction with respect to the accuracy

of the underlying assumptions by the Manager or any other person nor that these results will

be achieved or are likely to be achieved.

The following table sets out OUE C-REIT Group’s Forecast Statement of Total Return for the

period from 1 October 2015 to 31 December 2015 (the “Forecast Period”) (the “Profit

Forecast”). The Profit Forecast has been examined by the Independent Accountants and

should be read together with their report set out in Appendix D of this Circular as well as the

assumptions and sensitivity analysis set out in Appendix C.

The Profit Forecast is presented based on the following:

(A) Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

Scenario A has been prepared based on the following assumptions:

• OUE C-REIT acquires a minimum indirect interest of 75.0% in OUBC;

• the estimated Total Acquisition Cost is S$1,061.2 million comprising the expected

Purchase Consideration of S$1,034.0 million, Acquisition Fee payable in Units to

the Manager of S$9.6 million and estimated debt and/or equity financing related

costs, stamp duty, professional and other expenses related to the proposed

Acquisition is S$17.6 million;

• the Purchase Consideration for the proposed Acquisition, the financing-related

and Acquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9

Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;

− debt/borrowings of approximately S$333.3 million;

− issuance of S$500.0 million of CPPUs with a preferred distribution of 1.0%

per annum; and

− issuance of 13.2 million new Units as satisfaction of the Acquisition Fee of

S$9.6 million to the Manager; and

• the proposed Acquisition is completed on 1 October 2015.

35

(B) Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

Scenario B has been prepared based on the following assumptions:

• OUE C-REIT acquires a maximum indirect interest of 83.33% in OUBC;

• the estimated Total Acquisition Cost is S$1,178.3 million comprising the expected

Purchase Consideration of S$1,148.8 million and Acquisition Fee payable in Units

to the Manager of S$10.7 million and estimated debt and/or equity financing

related costs, stamp duty, professional and other expenses related to the

proposed Acquisition is S$18.8 million;

• the Purchase Consideration for the proposed Acquisition, the financing-related

and Acquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9

Rights Units for every 20 existing Units at the Rights Issue Price of S$0.555;


− issuance of S$550.0 million of CPPUs with a preferred distribution of 1.0%

per annum; and

− issuance of 14.7 million new Units as satisfaction of the Acquisition Fee of

S$10.7 million to the Manager; and


Forecast Statement of Total Return

S$’000

Forecast Period

(1 October 2015 – 31 December 2015)

Existing

Portfolio

Enlarged Portfolio(1)

Scenario A Scenario B

Gross revenue 19,740 40,263 40,263

Property operating expenses (5,259) (11,334) (11,334)

Net property income 14,481 28,929 28,929

Other income 2,174 2,174 2,174

Amortisation of intangible asset (1,047) (1,047) (1,047)

Manager’s management fees (1,290) (2,293) (2,404)

Trustee’s fee (75) (135) (140)

Other expenses (408) (685) (685)

Finance income 19 19 19

Finance cost (5,143) (11,850) (12,516)

Net finance costs (5,124) (11,831) (12,497)

Total return for the period

before tax

8,711 15,112 14,330

36

S$’000

Forecast Period

(1 October 2015 – 31 December 2015)

Existing

Portfolio



Tax expense (1,084) (2,983) (2,983)

Total return for the period 7,627 12,129 11,347

Attributable to:

Unitholders 7,627 9,889 9,853

Non-controlling interest – 2,240 1,494


Reconciliation from total

return for the period to

amount available for

distribution to Unitholders

Total return attributable to

Unitholders

7,627 9,889 9,853

Distribution adjustments(2) 4,306 6,077 6,306

11,933 15,966 16,159

Distribution attributable to

CPPU Holders(3)

– (1,250) (1,375)

Amount available for

distribution 11,933 14,716 14,784

Number of Units entitled to

Distribution (’000)

878,774(4) 1,286,996(5) 1,288,615(6)

Assuming CPPUs are not

converted:

DPU (cents) 1.36 1.14 1.15

DPU Yield

(annualised)

6.6%(7) 6.2%(8) 6.2%(8)

DPU Yield based on Rights

Issue Price (annualised)

N/A 8.2% 8.2%

Notes:

(1) Enlarged Portfolio comprises Existing Portfolio and 75.0% indirect interest in OUBC and 83.33%

indirect interest in OUBC under Scenario A and Scenario B respectively.

(2) Distribution adjustments comprise non-tax deductible and other adjustments, mainly 100% of the

Manager’s management base fee payable in Units, amortisation of intangible assets,

amortisation of debt-related transaction costs, trustee’s fee, depreciation expense and deferred

tax expense.

(3) Assumes the issuance of S$500.0 million and S$550.0 million of CPPUs with a preferred

distribution of 1.0% per annum for Scenario A and Scenario B respectively.

(4) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 4.8 million

Units to be issued in satisfaction of the Manager’s management base fee from the Latest

Practicable Date to 31 December 2015.



Practicable Date to 31 December 2015, 13.2 million new Units to be issued in satisfaction of the

Acquisition Fee payable to the Manager for the proposed Acquisition and 393.3 million new Units

to be issued for the Rights Issue at the Rights Issue Price of S$0.555.

37



Practicable Date to 31 December 2015, 14.7 million new Units to be issued in satisfaction of the

Acquisition Fee payable to the Manager for the proposed Acquisition and 393.3 million new Units

to be issued for the Rights Issue at the Rights Issue Price of S$0.555.

(7) Based on closing market price of S$0.815 per Unit as at the Latest Practicable Date.

(8) Based on TERP of S$0.731 per Unit.

The Profit Forecast is set out in Appendix C of this Circular. The above forecast consolidated

statements of total return and distributable income must be read together with the detailed

Profit Forecast in Appendix C of this Circular, and the Independent Accountants’ Report on

the Profit Forecast in Appendix D of this Circular.

6. DETAILS AND FINANCIAL INFORMATION OF THE PROPOSED TRANSACTIONS

6.1 Pro Forma Financial Effects of the Proposed Transactions

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the proposed

Transactions on the DPU, NAV per Unit and capitalisation presented below are strictly for

illustrative purposes and are prepared based on the audited consolidated financial

statements of OUE C-REIT for the financial period from 27 January 2014 (Listing Date of

OUE C-REIT) to 31 December 2014 (“FY 2014”) (the “FY 2014 Audited Financial

Statements”) and the audited consolidated financial statements of OUBC for the year ended

31 December 2014 as well as the following assumptions:

(i) Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

(a) gross proceeds of approximately S$218.3 million are raised from the issue of

393,305,817 Rights Units to Eligible Unitholders, on the basis of 9 Rights Units for

every 20 existing Units at the Rights Issue Price of S$0.555;

(b) issuance of S$500.0 million of CPPUs to the Sponsor;

(c) debt/borrowings of approximately S$333.3 million are drawn down; and

(d) the Acquisition Fee of approximately S$9.6 million is payable to the Manager

wholly in Units.

(ii) Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

(a) gross proceeds of approximately S$218.3 million are raised from the issue of

393,305,817 Rights Units to Eligible Unitholders, on the basis of 9 Rights Units for

every 20 existing Units at the Rights Issue Price of S$0.555;

(b) issuance of S$550.0 million of CPPUs to the Sponsor;

(c) debt/borrowings of approximately S$399.3 million are drawn down; and

(c) the Acquisition Fee of approximately S$10.7 million is payable to the Manager

wholly in Units.

38

6.1.1 Pro Forma DPU

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the

proposed Transactions on OUE C-REIT’s DPU for FY 2014, as if the proposed

Transactions were completed on 27 January 2014, and OUE C-REIT held the indirect

interest in OUBC through to 31 December 2014 are as follows. For illustrative

purposes, the pro forma DPU is shown as if one-third of the CPPUs were

converted on 27 January 2014 and if the CPPUs were all converted on 27 January

2014, although (i) the CPPUs cannot be converted during the four-year

Restriction Period save in certain limited circumstances and (ii) not more than

one-third of the CPPUs initially issued can be converted in any one year.

Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

FY 2014

Before the

Proposed

Transactions

Pro Forma Adjusted for

the Proposed Transactions

CPPUs

are not

converted

One-third

of CPPUs

are

converted

CPPUs

are all

converted

Amount available

for distribution

(S$’000) 45,909 56,034(1) 57,582(1),(2) 60,678(1),(3)

Units in issue and

to be issued (’000) 872,430(4) 1,283,528(5) 1,481,705(6) 1,878,059(7)

DPU (cents) 5.27(8) 4.37 3.89 3.23

DPU Yield

(annualised) 6.9%(9) 6.4%(10) 5.7%(10) 4.8%(10)

DPU Yield based

on Rights Issue

Price (annualised) N/A 8.5% 7.5% 6.3%

Notes:

(1) Amount available for distribution excludes the over provision of income taxes relating to prior years,recognised in the audited consolidated financial statements of OUBC for the year ended 31 December2014.

(2) Assuming one-third of the original amount of CPPUs are converted on 27 January 2014. The CPPUHolder is entitled to ordinary distribution upon conversion of one-third of the CPPUs. The remainingtwo-thirds of the CPPUs are entitled to the preferred distribution.

(3) Assuming CPPUs are all converted on 27 January 2014. The CPPU Holder is entitled to ordinarydistribution upon conversion with no preferred distribution.

(4) Represents the number of Units issued and to be issued as at 31 December 2014.

(5) Comprises the Units set out in Note 4, 393.3 million new Units issued under the Rights Issue at theRights Issue Price of S$0.555, 4.6 million Units assumed to be issued in satisfaction of themanagement base fees payable to the Manager arising from the proposed Acquisition and 13.2million new Units assumed to be issued in satisfaction of the Acquisition Fee payable to the Managerfor the proposed Acquisition.

(6) Comprises the Units set out in Note 5 and 198.2 million Units assumed to be issued as a result ofone-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014.

(7) Comprises the Units set out in Note 5 and 594.5 million Units assumed to be issued as a result of fullconversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014.

(8) The DPU after adjusting for the bonus element in the Rights Units is 4.75 cents.



39

Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

FY 2014

Before the

Proposed

Transactions



CPPUs

are not

converted

One-third of

CPPUs are

converted

CPPUs

are all

converted

Amount available

for distribution

(S$’000) 45,909 56,268(1) 57,971(1),(2) 61,376(1),(3)

Units in issue and

to be issued

(’000) 872,430(4) 1,285,505(5) 1,503,500(6) 1,939,489(7)

DPU (cents) 5.27(8) 4.38 3.86 3.16

DPU Yield

(annualised) 6.9%(9) 6.4%(10) 5.7%(10) 4.7%(10)

DPU Yield

based on Rights

Issue Price

(annualised) N/A 8.5% 7.5% 6.1%

Notes:

(1) Amount available for distribution excludes the over provision of income taxes relating to prior years,

recognised in the audited consolidated financial statements of OUBC for the year ended 31 December

2014.

(2) Assuming one-third of the original amount of CPPUs are converted on 27 January 2014. The CPPU

Holder is entitled to ordinary distribution upon conversion of one-third of the CPPUs. The remaining

two-thirds of the CPPUs are entitled to the preferred distribution.

(3) Assuming CPPUs are all converted on 27 January 2014. The CPPU Holder is entitled to ordinary

distribution upon conversion with no preferred distribution.


(5) Comprises the Units set out in Note 4, 393.3 million new Units issued under the Rights Issue at the

Rights Issue Price of S$0.555, 5.1 million Units assumed to be issued in satisfaction of the

management base fees payable to the Manager arising from the proposed Acquisition and 14.7

million new Units assumed to be issued in satisfaction of the Acquisition Fee payable to the Manager

for the proposed Acquisition.

(6) Comprises the Units set out in Note 5 and 218.0 million Units assumed to be issued as a result of

one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014.

(7) Comprises the Units set out in Note 5 and 654.0 million Units assumed to be issued as a result of full

conversion of CPPUs based on a conversion price of S$0.841 per Unit on 27 January 2014.

(8) The DPU after adjusting for the bonus element in the Rights Units is 4.75 cents.



6.1.2 Pro Forma NAV per Unit

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma financial effects of the

proposed Transactions on the NAV per Unit as at 31 December 2014, as if OUE

C-REIT had completed the proposed Transactions on that date, are as follows. For

illustrative purposes, the pro forma NAV per Unit is shown as if one-third of the

CPPUs were converted on 31 December 2014 and if the CPPUs were all

converted on 31 December 2014 and, although (i) the CPPUs cannot be

40

converted during the four-year Restriction Period save in certain limited

circumstances and (ii) not more than one-third of the CPPUs initially issued can

be converted in any one year.


As at 31 December 2014

Before the

Proposed

Transactions



CPPUs

are not

converted

One-third of

CPPUs are

converted

CPPUs

are all

converted

NAV (S$’000) 957,785 1,175,976 1,342,643 1,675,976

Units in issue and

to be issued (’000) 872,430(1) 1,278,933(2) 1,477,110(3) 1,873,463(4)

NAV per Unit (S$) 1.10 0.92 0.91 0.89

Notes:



Rights Issue Price of S$0.555 and 13.2 million new Units assumed to be issued in satisfaction of the

Acquisition Fee payable to the Manager for the proposed Acquisition.


one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December

2014.


conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December 2014.



Before the

Proposed

Transactions



CPPUs are

not converted

One-third of

CPPUs are

converted

CPPUs are

all converted

NAV (S$’000) 957,785 1,177,048 1,360,381 1,727,048

Units in issue and to

be issued (’000)

872,430(1) 1,280,399(2) 1,498,393(3) 1,934,382(4)

NAV per Unit (S$) 1.10 0.92 0.91 0.89

Notes:



Rights Issue Price of S$0.555 and 14.7 million new Units assumed to be issued in satisfaction of the

Acquisition Fee payable to the Manager for the proposed Acquisition.


one-third conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December

2014.


conversion of CPPUs based on a conversion price of S$0.841 per Unit on 31 December 2014.

41

6.1.3 Pro Forma Capitalisation

FOR ILLUSTRATIVE PURPOSES ONLY: The pro forma capitalisation of OUE C-REIT

as at 31 December 2014, as if OUE C-REIT had completed the proposed Transactions

on 31 December 2014, is as follows. For illustrative purposes, the pro forma

capitalisation is shown as if one-third of the CPPUs were converted on 31

December 2014 and if the CPPUs were all converted on 31 December 2014,

although (i) the CPPUs cannot be converted during the four-year Restriction

Period save in certain limited circumstances and (ii) not more than one-third of

the CPPUs initially issued can be converted in any one year.


S$’000


Before the

Proposed

Transactions



CPPUs are

not converted

One-third of

CPPUs are

converted

CPPUs are

all converted

Short-term debt:

Secured 168 240,047(1) 240,047(1) 240,047(1)

Total short-term debt 168 240,047 240,047 240,047

Long-term debt:

Secured 632,730(2) 960,549(3) 960,549(3) 960,549(3)

Total long-term debt 632,730 960,549 960,549 960,549

Total Debt 632,898 1,200,596 1,200,596 1,200,596

Convertible perpetual

preferred units – 500,000 333,333 –

Unitholders’ funds 957,785 1,185,717 1,352,384 1,685,717

Expenses relating to

the proposed

Transactions – (9,741) (9,741) (9,741)

Total Unitholders’

funds (including the

CPPUs) 957,785 1,675,976 1,675,976 1,675,976

Total Capitalisation 1,590,683 2,876,572 2,876,572 2,876,572

Notes:

(1) Relates to 75.0% of the secured debt in OUBC and is stated net of upfront fee and transaction costs

of S$0.7 million.

(2) Stated net of upfront fee and transaction costs of S$11.5 million.

(3) Comprises the loan in Note 2 and the secured loan to be drawn down by OUE C-REIT which is stated

net of upfront fee and transaction costs of S$5.4 million.

42


S$’000




Before the

Proposed

Transactions

CPPUs are

not converted

One-third of

CPPUs are

converted

CPPUs are

all converted

Short-term debt:

Secured 168 266,718(1) 266,718(1) 266,718(1)

Total short-term debt 168 266,718 266,718 266,718

Long-term debt:

Secured 632,730(2) 1,025,583(3) 1,025,583(3) 1,025,583(3)

Total long-term debt 632,730 1,025,583 1,025,583 1,025,583

Total Debt 632,898 1,292,301 1,292,301 1,292,301

Convertible perpetual

preferred units – 550,000 366,667 –

Unitholders’ funds 957,785 1,186,789 1,370,122 1,736,789

Expenses relating to

the proposed

Transactions – (9,741) (9,741) (9,741)

Total Unitholders’

funds (including the

CPPUs) 957,785 1,727,048 1,727,048 1,727,048

Total Capitalisation 1,590,683 3,019,349 3,019,349 3,019,349

Notes:

(1) Relates to 83.33% of the secured debt in OUBC and is stated net of upfront fee and transaction costs

of S$0.8 million.

(2) Stated net of upfront fee and transaction costs of S$11.5 million.

(3) Comprises the loan in Note 2 and the secured loan to be drawn down by OUE C-REIT which is stated

net of upfront fee and transaction costs of S$6.4 million.

6.2 Requirement of Unitholders’ Approval for the Proposed Acquisition and the Proposed

CPPU Issue

6.2.1 Major Transaction

Chapter 10 of the Listing Manual governs the acquisition or divestment of assets,

including options to acquire or dispose of assets, by OUE C-REIT. Such transactions

are classified into the following categories:

(a) non-discloseable transactions;

(b) discloseable transactions;

(c) major transactions; and

(d) very substantial acquisitions or reverse takeovers.

43

A transaction by OUE C-REIT may fall into any of the categories set out above

depending on the size of the relative figures computed on the following bases of

comparison:

(i) the NAV of the assets to be disposed of, compared with OUE C-REIT’s NAV;

(ii) the net profits attributable to the assets acquired, compared with OUE C-REIT’s

net profits;

(iii) the aggregate value of the consideration given, compared with OUE C-REIT’s

market capitalisation;

(iv) the number of Units issued by OUE C-REIT as consideration for an acquisition,

compared with the number of Units previously in issue.

Where any of the relative figures computed on the bases set out above exceeds

20.0%, the transaction is classified as a major transaction. The Listing Manual

requires that a major transaction involving OUE C-REIT be made conditional upon

approval by Unitholders in a general meeting. However, the approval of Unitholders is

not required in the case of an acquisition of profitable assets if only sub-paragraph

6.2.1(ii) exceeds the relevant 20.0% threshold.

6.2.2 Relative Figures for the Proposed Acquisition computed on the bases set out in

Rule 1006

The relative figures for the proposed Acquisition using the applicable bases of

comparison described in sub-paragraph 6.2.1 above are set out in the table below.


Comparison of

Proposed

Acquisition(1) OUE C-REIT

Relative

figure (%)

Profits (S$’000) 7,371(2) 10,639(3) 69.3

Consideration against market

capitalisation (S$ million) 1,034.0(4) 712.3(5) 145.2

Units issued as consideration

against Units previously in issue

(’000)

This is not applicable as no ordinary Units are

expected to be issued as consideration for the

proposed Acquisition.

Notes:

(1) Assuming that BPHPL was incorporated on 1 January 2015 and has held and consolidated OUBCfrom 1 January 2015 to 31 March 2015.

(2) This figure is derived from OUBC’s audited consolidated financial statement for the year ended 31December 2014 and represents its net profit before tax (before accounting for fair value gain onrevaluation of property), pro-rated for the period from 1 January 2014 to 31 March 2014.

(3) This figure represents total return and is based on OUE C-REIT’s unaudited consolidated financialstatement for the first quarter of 2015.

(4) This figure represents the expected Purchase Consideration for the 75.0% indirect interest in OUBC.

(5) This figure is based on OUE C-REIT’s volume weighted average price of S$0.8150 per Unit as at theLatest Practicable Date.

44


Comparison of

Proposed

Acquisition(1) OUE C-REIT

Relative

figure (%)

Profits (S$’000) 8,190(2) 10,639(3) 77.0

Consideration against market

capitalisation (S$ million) 1,148.8(4) 712.3(5) 161.3

Units issued as consideration

against Units previously in issue

(’000)

This is not applicable as no ordinary Units are

expected to be issued as consideration for the

proposed Acquisition.

Notes:

(1) Assuming that BPHPL was incorporated on 1 January 2015 and has held and consolidated OUBCfrom 1 January 2015 to 31 March 2015.

(2) This figure is derived from OUBC’s audited consolidated financial statement for the year ended 31December 2014 and represents its net profit before tax (before accounting for fair value gain onrevaluation of property), pro-rated for the period from 1 January 2014 to 31 March 2014.

(3) This figure represents total return and is based on OUE C-REIT’s unaudited consolidated financialstatement for the first quarter of 2015.

(4) This figure represents the expected Purchase Consideration for the 83.33% indirect interest in OUBC.

(5) This figure is based on OUE C-REIT’s volume weighted average price of S$0.8150 per Unit as at theLatest Practicable Date.

As the relative figure for the basis of comparison set out in sub-paragraph 6.2.1(iii)

exceeds 100.0%, the Manager had submitted an application to the SGX-ST regarding

the waiver of Rule 1015 relating to very substantial acquisitions. The reasons for the

waiver application were, among others, as follows:

(i) the proposed Acquisition has been foreshadowed prior to OUE C-REIT’s listing

on the SGX-ST;

(ii) Unitholders’ approval will be sought for the proposed Acquisition;

(iii) the proposed Acquisition will not result in a change of control in OUE C-REIT;

(iv) the proposed Acquisition is in OUE C-REIT’s ordinary course of business; and

(v) OUE C-REIT is not able to produce three years of historical pro forma financial

information for the proposed Acquisition as it was only listed on the SGX-ST on

27 January 2014.

In light of the reasons stated above, the SGX-ST has on 20 March 2015 advised that

it has no objection to the waiver from Rule 1015 with respect to the proposed

Acquisition, subject to OUE C-REIT announcing the waiver granted, the reasons for

seeking the waiver and the conditions, if any, of the waiver.

6.2.3 Interested Person Transaction and Interested Party Transaction

Under Chapter 9 of the Listing Manual, where OUE C-REIT proposes to enter into a

transaction with an interested person and the value of the transaction (either in itself

or when aggregated with the value of other transactions, each of a value equal to or

greater than S$100,000, with the same interested person during the same financial

year) is equal to or exceeds 5.0% of OUE C-REIT’s latest audited NTA, Unitholders’

approval is required in respect of the transaction. Based on the FY 2014 Audited

Financial Statements, the audited NTA of OUE C-REIT was S$945.2 million as at 31

45

December 2014. Accordingly, if the value of a transaction which is proposed to be

entered into in the current financial year by OUE C-REIT with an interested person is,

either in itself or in aggregation with all other earlier transactions (each of a value

equal to or greater than S$100,000) entered into with the same interested person

during the current financial year, equal to or in excess of S$47.3 million, such a

transaction would be subject to Unitholders’ approval. Given the expected Purchase

Consideration of approximately S$1,034.0 million for a 75.0% indirect interest in

OUBC (which is 109.4% of the audited NTA of OUE C-REIT as at 31 December 2014),

the value of the proposed Acquisition exceeds the said threshold and hence the

proposed Acquisition is subject to the approval of the Unitholders pursuant to Rule

906(1)(a) of the Listing Manual.

Paragraph 5 of the Property Funds Appendix also imposes a requirement for

Unitholders’ approval for an interested party transaction by OUE C-REIT whose value

exceeds 5.0% of OUE C-REIT’s latest audited NAV. Based on the FY 2014 Audited

Financial Statements, the audited NAV of OUE C-REIT was S$957.8 million as at 31

December 2014. Accordingly, if the value of a transaction which is proposed to be

entered into by OUE C-REIT with an interested party is equal to or greater than S$47.9

million, such a transaction would be subject to Unitholders’ approval. Given the

expected Purchase Consideration of approximately S$1,034.0 million for a 75.0%

indirect interest in OUBC (which is 108.0% of the audited NAV of OUE C-REIT as at

31 December 2014), the value of the proposed Acquisition exceeds the said threshold.

As at the Latest Practicable Date, the Sponsor holds, through its wholly-owned

subsidiaries CDPL and the Manager, an aggregate interest in 422,018,928 Units,

which is equivalent to approximately 48.3% of the total number of Units in issue, and

is therefore regarded as a “controlling Unitholder” of OUE C-REIT under both the

Listing Manual and the Property Funds Appendix. In addition, as the Manager is a

wholly-owned subsidiary of the Sponsor, the Sponsor is therefore regarded as a

“controlling shareholder” of the Manager under both the Listing Manual and the

Property Funds Appendix.

As the Sponsor is the vendor of BPHPL under the SPA, for the purposes of Chapter

9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, the Sponsor

(being a “controlling Unitholder” and a “controlling shareholder” of the Manager) is (for

the purposes of the Listing Manual) an “interested person” and (for the purposes of the

Property Funds Appendix) an “interested party” of OUE C-REIT.

Therefore, the proposed Acquisition will constitute an “interested person transaction”

under Chapter 9 of the Listing Manual as well as an “interested party transaction”

under the Property Funds Appendix, in respect of which the approval of Unitholders is

required.

Details of the interested person transactions entered into between (1) OUE C-REIT

and (2) the Sponsor and its subsidiaries and associates, during the course of the

current financial year up to the Latest Practicable Date (“Existing Interested Person

Transactions”), which are the subject of aggregation pursuant to Rule 906 of the

Listing Manual, may be found in Appendix H of this Circular.

46

6.2.4 Advice of the IFA

The Manager has appointed the IFA to advise the Independent Directors, the Audit and

Risk Committee and the Trustee in relation to the proposed Acquisition and the

proposed CPPU Issue. A copy of the IFA Letter, containing its advice in full, is set out

in Appendix E of this Circular and Unitholders are advised to read the IFA Letter

carefully.

Having considered the factors and the assumptions set out in the IFA Letter, and

subject to the qualifications set out therein, the IFA is of the opinion that each of the

proposed Acquisition and the proposed CPPU Issue is based on normal commercial

terms and is not prejudicial to the interests of OUE C-REIT and its minority

Unitholders.

The IFA is of the opinion that the Independent Directors can recommend that

Unitholders vote in favour of the resolution in connection with the proposed Acquisition

and the proposed CPPU Issue to be proposed at the EGM.

6.2.5 Interests of Directors and Substantial Unitholders

As at the Latest Practicable Date, Mr Christopher James Williams is the Chairman and

Non-Executive Director of the Manager as well as Deputy Chairman of the Sponsor.

Based on the Register of Directors’ Unitholdings maintained by the Manager and save

as disclosed in the table below, none of the Directors currently holds a direct or

deemed interest in the Units as at the Latest Practicable Date:

Name of Director

Direct Interest Deemed Interest

Total no. of

Units held %

No. of

Units held %

No. of

Units held %

Mr. Christopher

James Williams – – 125,000 0.01 125,000 0.01

Mr. Ng Lak Chuan 250,000 0.03 – – 250,000 0.03

Mr. Loh Lian Huat 100,000 0.01 150,000 0.02 250,000 0.03

Mr. Carl Gabriel

Florian Stubbe – – – – – –

Mr. Jonathan Miles

Foxall – – – – – –

Ms. Tan Shu Lin 250,000 0.03 – – 250,000 0.03

Based on the Register of Substantial Unitholders’ Unitholdings maintained by the

Manager, the Substantial Unitholders and their interests in the Unitholdings as at the

Latest Practicable Date are as follows:

Name of

Substantial

Unitholder


Total No. of

Units held %

No. of

Units held %

No. of

Units held %

Clifford

Development

Pte. Ltd.

(“CDPL”) 414,006,000 47.37(22) – – 414,006,000 47.37(22)

OUE Limited – – 422,018,928(1) 48.29(22) 422,018,928 48.29(22)

47

Name of

Substantial

Unitholder


Total No. of

Units held %

No. of

Units held %

No. of

Units held %

OUE Realty Pte.

Ltd. (“OUER”) – – 422,018,928(2) 48.29(22) 422,018,928 48.29(22)

Golden Concord

Asia Limited

(“GCAL”) – – 422,018,928(3) 48.29(22) 422,018,928 48.29(22)

Fortune Code

Limited (“FCL”) – – 422,018,928(4) 48.29(22) 422,018,928 48.29(22)

Lippo ASM Asia

Property Limited

(“LAAPL”) – – 422,018,928(5) 48.29(22) 422,018,928 48.29(22)

Pacific Landmark

Holdings Limited

(“Pacific

Landmark”) – – 422,018,928(6) 48.29(22) 422,018,928 48.29(22)

HKC Property

Investment

Holdings Limited

(“HKC Property”) – – 422,018,928(7) 48.29(22) 422,018,928 48.29(22)

Hongkong

Chinese Limited

(“HCL”) – – 428,488,928(8) 49.03(22) 428,488,928 49.03(22)

Hennessy

Holdings Limited

(“HHL”) – – 428,488,928(9) 49.03(22) 428,488,928 49.03(22)

Prime Success

Limited (“PSL”) – – 428,488,928(10) 49.03(22) 428,488,928 49.03(22)

Lippo Limited

(“LL”) – – 428,488,928(11) 49.03(22) 428,488,928 49.03(22)

Lippo Capital

Limited (“LCL”) – – 428,488,928(12) 49.03(22) 428,488,928 49.03(22)

Lanius Limited

(“Lanius”) – – 428,488,928(13) 49.03(22) 428,488,928 49.03(22)

Admiralty Station

Management

Limited

(“Admiralty”) – – 422,018,928(14) 48.29(22) 422,018,928 48.29(22)

ASM Asia

Recovery

(Master) Fund

(“AARMF”) – – 422,018,928(15) 48.29(22) 422,018,928 48.29(22)

ASM Asia

Recovery Fund

(“AARF”) – – 422,018,928(16) 48.29(22) 422,018,928 48.29(22)

Argyle Street

Management

Limited (“ASML”) – – 422,018,928(17) 48.29(22) 422,018,928 48.29(22)

Argyle Street

Management

Holdings Limited

(“ASMHL”) – – 422,018,928(18) 48.29(22) 422,018,928 48.29(22)

Kin Chan (“KC”) – – 422,018,928(19) 48.29(22) 422,018,928 48.29(22)

48

Name of

Substantial

Unitholder


Total No. of

Units held %

No. of

Units held %

No. of

Units held %

V-Nee Yeh (“VY”) – – 422,018,928(20) 48.29(22) 422,018,928 48.29(22)

Tang Yigang @

Tang Gordon 169,980,000 19.45(22) – – 169,980,000 19.45(22)

Chen Huaidan @

Celine Tang 69,200,000(21) 7.92(22) – – 69,200,000 7.92(22)

Notes:

(1) OUE Limited is the holding company of the Manager and CDPL, and has a deemed interest in the

Units held by the Manager and CDPL.

(2) OUER is the immediate holding company of OUE Limited and has a deemed interest in the Units in

which OUE Limited has a deemed interest.

(3) GCAL has a deemed interest in the Units through the deemed interests of its wholly-owned subsidiary,

OUER.

(4) FCL has a deemed interest in the Units through the deemed interests of its wholly-owned subsidiary,

GCAL.

(5) LAAPL is deemed to have an interest in the Units in which its subsidiary, FCL, has a deemed interest.

(6) LAAPL is jointly held by Pacific Landmark and Admiralty. Accordingly, Pacific Landmark is deemed to

have an interest in the Units in which LAAPL has a deemed interest.

(7) HKC Property is the immediate holding company of Pacific Landmark. Accordingly, HKC Property is

deemed to have an interest in the Units in which Pacific Landmark has a deemed interest.

(8) HCL is an intermediate holding company of Pacific Landmark. Accordingly, HCL is deemed to have

an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest

in 6,470,000 Units held by Wonder Plan Holdings Limited, a wholly-owned subsidiary of HCL.

(9) HHL is an intermediate holding company of Pacific Landmark. Accordingly, HHL is deemed to have

an interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest

in 6,470,000 Units in which HCL has a deemed interest.

(10) PSL is an intermediate holding company of Pacific Landmark. Accordingly, PSL is deemed to have an

interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest


(11) LL is an intermediate holding company of Pacific Landmark. Accordingly, LL is deemed to have an

interest in the Units in which Pacific Landmark has a deemed interest, as well as a deemed interest


(12) LCL is a holding company of Pacific Landmark. Accordingly, LCL is deemed to have an interest in the

Units in which Pacific Landmark has a deemed interest, as well as a deemed interest in 6,470,000

Units in which HCL has a deemed interest.

(13) Lanius is the holder of the entire issued shares capital of LCL, which in turn is a holding company of

Pacific Landmark. Accordingly, Lanius is deemed to have an interest in the Units in which Pacific

Landmark has a deemed interest, as well as a deemed interest in 6,470,000 Units in which HCL has

a deemed interest. Lanius is the trustee of a discretionary trust the beneficiaries of which include

Stephen Riady and other members of his family.

(14) LAAPL is jointly held by Pacific Landmark and Admiralty. Accordingly, Admiralty is deemed to have an

interest in the Units in which LAAPL has a deemed interest.

(15) AARMF is a majority shareholder of Admiralty. Accordingly, AARMF is deemed to have an interest in

the Units in which Admiralty has a deemed interest.

(16) AARF is a majority shareholder of AARMF. Accordingly, AARF is deemed to have an interest in the

Units in which AARMF has a deemed interest.

(17) ASML manages AARF. Accordingly, ASML is deemed to have an interest in the Units in which AARF

has a deemed interest.

(18) ASMHL is the immediate holding company of ASML. Accordingly, ASMHL is deemed to have an

interest in the Units in which ASML has a deemed interest.

(19) KC is the beneficial holder of more than 20% of the issued share capital of ASMHL. Accordingly, KC

is deemed to have an interest in the Units in which ASMHL has a deemed interest.

49

(20) VY is the beneficial holder of more than 20% of the issued share capital of ASMHL. Accordingly, VY

is deemed to have an interest in the Units in which ASMHL has a deemed interest.

(21) Chen Huaidan @ Celine Tang holds 69,200,000 Units in a joint account with Tang Yigang @ Tang

Gordon.

(22) The Unitholding percentage is calculated based on 874,012,928 issued Units as at the Latest

Practicable Date.

Save as disclosed above and based on information available to the Manager as at the

Latest Practicable Date, none of the Directors or the Substantial Unitholders has an

interest, direct or indirect, in the proposed Acquisition and the proposed CPPU Issue.

6.2.6 Directors’ Service Contracts

No person is proposed to be appointed as a director of the Manager in connection with

the proposed Acquisition and the proposed CPPU Issue or any other transactions

contemplated in relation to the proposed Acquisition and the proposed CPPU Issue.

7. RECOMMENDATIONS

7.1 On Resolution 1: The Proposed Acquisition and the Proposed CPPU Issue

Based on the opinion of the IFA (as set out in the IFA Letter in Appendix E of this Circular)

and the rationale for the proposed Transactions as set out in paragraph 4 above, the

Independent Directors and the Audit and Risk Committee believe that the proposed

Acquisition and the proposed CPPU Issue are based on normal commercial terms and would

not be prejudicial to the interests of OUE C-REIT or its Unitholders.

Accordingly, the Independent Directors recommend that the Unitholders vote at the EGM in

favour of Resolution 1 relating to the proposed Acquisition and the proposed CPPU Issue.

7.2 On Resolution 2: The Proposed Trust Deed Supplement for the Issue of Preferred Units

Having considered the rationale for the proposed Trust Deed Supplement as set out in

paragraph 3 above, the Directors believe that the proposed Trust Deed Supplement would be

beneficial to, and is in the interests of, OUE C-REIT and its Unitholders.

Accordingly, the Directors recommend that the Unitholders vote at the EGM in favour of

Resolution 2 relating to the proposed Trust Deed Supplement.

8. EXTRAORDINARY GENERAL MEETING

The EGM will be held on Monday, 27 July 2015 at Marina Mandarin Singapore, Marina

Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 for the purpose of

considering and, if thought fit, passing (with or without modification), the resolutions set out

in the Notice of EGM which is set out on I-1 of this Circular. The purpose of this Circular is

to provide Unitholders with relevant information about the resolutions.

A Depositor shall not be regarded as a Unitholder entitled to attend the EGM and to speak

and vote unless he is shown to have Units entered against his name in the Depository

Register, as certified by CDP as at 48 hours before the time fixed for the EGM.

50

9. ABSTENTIONS FROM VOTING

Rule 919 of the Listing Manual prohibits interested persons and their associates from voting

on a resolution in relation to a matter in respect of which such persons are interested in at

the EGM.

Given that (i) the SPA will be entered into with the Sponsor and (ii) the CPPUs will be issued

to the Sponsor as partial consideration of the Purchase Consideration, the Sponsor will

abstain, and will ensure that its subsidiaries and associates (as defined in the Listing

Manual) (including the Manager), will abstain from voting on Resolution 1 at the EGM. For

the purposes of good corporate governance, Mr Christopher James Williams (being a

director of the Sponsor) will abstain from voting at the EGM on Resolution 1.

10. ACTIONS TO BE TAKEN BY UNITHOLDERS

Unitholders will find enclosed in this Circular the Notice of Extraordinary General Meeting

and a Proxy Form.

If a Unitholder is unable to attend the EGM and wishes to appoint a proxy to attend and vote

on his behalf, he should complete, sign and return the enclosed Proxy Form in accordance

with the instructions printed thereon as soon as possible and, in any event, so as to reach

the Unit Registrar and Unit Transfer Office, Boardroom Corporate & Advisory Services Pte.

Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not later than

Saturday, 25 July 2015 at 2.00 p.m., being 48 hours before the time fixed for the EGM. The

completion and return of the Proxy Form by a Unitholder will not prevent him from attending

and voting in person if he so wishes.

Persons who have an interest in the approval of the resolutions (such as the Sponsor and its

subsidiaries and associates (including the Manager)) must decline to accept appointment as

proxies unless the Unitholder concerned has specific instructions in his Proxy Form as to the

manner in which his votes are to be cast in respect of the resolutions.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors collectively and individually accept full responsibility for the accuracy of the

information given in this Circular and confirm after making all reasonable enquiries that, to

the best of their knowledge and belief, this Circular constitutes full and true disclosure of all

material facts about the proposed Acquisition, the proposed CPPU Issue, the Rights Issue,

the proposed Trust Deed Supplement, OUE C-REIT and its subsidiaries, and the Directors

are not aware of any facts the omission of which would make any statement in this Circular

misleading. The Directors are satisfied that the Profit Forecast has been stated after due and

careful enquiry. Where information in this Circular has been extracted from published or

otherwise publicly available sources or obtained from a named source, the sole responsibility

of the Directors has been to ensure that such information has been accurately and correctly

extracted from those sources and/or reproduced in this Circular in its proper form and

context.

51

12. JOINT FINANCIAL ADVISERS’ RESPONSIBILITY STATEMENT

To the best of the Joint Financial Advisers’ knowledge and belief, the information in relation

to the Rights Issue and proposed CPPU Issue contained in this Circular constitutes full and

true disclosure of all material facts about the Rights Issue and the proposed CPPU Issue,

OUE C-REIT and its subsidiaries in relation to the Rights Issue and the proposed CPPU

Issue, and the Joint Financial Advisers are not aware of any facts the omission of which

would make any statement about the Rights Issue and the proposed CPPU Issue in this

Circular misleading. The Joint Financial Advisers are satisfied that the Profit Forecast has

been stated by the Directors after due and careful enquiry.

13. CONSENTS

Each of the Joint Financial Advisers, the IFA, the Independent Accountants, the Independent

Valuers and the Independent Market Research Consultant has given and not withdrawn its

written consent to the issue of this Circular with the inclusion of its name and, respectively,

the IFA Letter, the Independent Accountants’ Report on the Profit Forecast, the Valuation

Certificates and the Independent Market Research Report, and all references thereto, in the

form and context in which they appear in this Circular.

14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection1 during normal business

hours at the registered office of the Manager located at 50 Collyer Quay #04-08, OUE

Bayfront, Singapore 049321 from the date of this Circular up to and including the date falling

three months after the date of this Circular:

(a) the SPA;

(b) the IFA Letter;

(c) the full valuation report issued by Savills in respect of the OUBC Interest;

(d) the full valuation report issued by Cushman & Wakefield in respect of the OUBC

Interest;

(e) the Independent Market Research Report;

(f) the Independent Accountants’ Report on the Profit Forecast;

(g) the FY 2014 Audited Financial Statements; and

(h) the letters of consent from each of the Joint Financial Advisers, the IFA, the

Independent Accountants, the Independent Valuers and the Independent Market

Research Consultant.

The Trust Deed will be available for inspection at the registered office of the Manager for so

long as OUE C-REIT is in existence.

1 Prior appointment will be appreciated.

52

The specific terms and conditions of the CPPUs will be available for inspection at the

registered office of the Manager for so long as the CPPUs are in issue.

In addition to the specific terms and conditions of the CPPUs, the general terms and

conditions of the Preferred Units that may be issued by the Manager from time to time will

also be available for inspection at the registered office of the Manager for so long as such

Preferred Units are in issue.

Yours faithfully

for and on behalf of the Board of Directors of

OUE Commercial REIT Management Pte. Ltd.

(as manager of OUE Commercial Real Estate Investment Trust)

Tan Shu Lin

Chief Executive Officer and Executive Director

1 July 2015

53

IMPORTANT NOTICE

The value of Units and the income derived from them may fall as well as rise. Units are not

obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An

investment in Units is subject to investment risks, including the possible loss of the principal

amount invested.

Investors have no right to request the Manager to redeem 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.

The past performance of OUE C-REIT is not necessarily indicative of the future performance

of OUE C-REIT.

This Circular may contain forward-looking statements that involve 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. Representative examples of these factors include (without limitation) general

industry and economic conditions, interest rate trends, cost of capital and capital availability,

competition from similar developments, shifts in expected levels of property rental income,

changes in operating expenses (including employee wages, benefits and training costs),

property expenses and governmental and public policy changes. You are cautioned not to

place undue reliance on these forward-looking statements, which are based on the

Manager’s current view of future events.

If you have sold or transferred all your Units, you should immediately forward this Circular,

together with the Notice of Extraordinary General Meeting and the accompanying Proxy

Form, to the purchaser or transferee or to the bank, stockbroker or other agent through

whom the sale or transfer was effected for onward transmission to the purchaser or

transferee.

54

GLOSSARY

In the Circular, the following definitions apply throughout unless the context otherwise requires:

“Acquisition” : The proposed acquisition by OUE C-REIT of an indirect

interest in the Property from the Sponsor though the

acquisition of the entire issued share capital of BPHPL

“Acquisition Fee” : The acquisition fee of approximately S$9.6 million to S$10.7

million payable to the Manager pursuant to the Trust Deed for

the Proposed Acquisition

“Acquisition Fee Units” : The Units to be issued to the Manager as payment for the

Acquisition Fee

“Audit and Risk

Committee”

: The audit and risk committee of the Manager

“AUM” : Assets-under-management

“Board” : The board of directors of the Manager as at the date of this

Circular

“Books Closure Date” : The time and date at and on which the transfer books and

register of Unitholders will be closed to determine the

provisional allotments of Rights Units to Eligible Unitholders

under the Rights Issue

“BPHPL” : Beacon Property Holdings Pte. Ltd.

“BPHPL Group” : BPHPL and its shareholding in OUBC as at the date of

completion of the proposed Acquisition

“CBD” : Central business district

“CDP” : The Central Depository (Pte) Limited

“CDPL” : Clifford Development Pte. Ltd.

“Circular” : This circular to Unitholders dated 1 July 2015

“Closing Price” : The closing price of S$0.810 per Unit on the last trading day

of the Units prior to the announcement of the Rights Issue

“Companies Act” : The Companies Act, Chapter 50 of Singapore, as amended or

modified from time to time

“Conversion Price” : The price at which Units will be issued upon conversion of the

CPPUs, as adjusted from time to time

“Conversion Right” : The right of a CPPU Holder to convert any CPPU into Unit(s)

55

“Conversion Units” : The new Units issued pursuant to the conversion of the

CPPUs

“CPF” : Central Provident Fund

“CPFIS” : CPF Investment Scheme

“CPFIS-OA” : CPFIS Ordinary Account

“CPPUs” : Convertible perpetual preferred units

“CPPU Distribution” : The preferential distribution which may be declared by the

Manager in respect of the CPPUs

“CPPU Distribution

Calculation Date”

: Such date or dates, identical to the Distribution Calculation

Dates in respect of the Units, on which the CPPU Distribution

(excluding Special CPPU Distribution) in respect of any CPPU

Distribution Period shall be calculated, if the Manager elects

at its sole discretion to declare such CPPU Distribution

“CPPU Distribution Date” : A Business Day, which is no later than 90 calendar days (or

such other period as may be determined by the Manager)

after the CPPU Distribution Calculation Date in respect of the

relevant Preferred Distribution Period

“CPPU Distribution

Period”

: (i) For the first CPPU Distribution Period, the period from, and

including, the date of issue of the CPPUs to, and including, 31

December 2015; and (ii) in all other cases, such periods,

identical to the Distribution Periods (as defined in the Trust

Deed) in respect of the Units, for which the CPPU Distribution

shall accrue

“CPPU Holder” : The holder of CPPUs

“CPPU Issue” : The issue of up to S$550.0 million CPPUs to the Sponsor (or

its nominees) as part satisfaction of the Purchase

Consideration

“CPPU Terms” : Has the meaning ascribed to it in Appendix B

“Cushman & Wakefield” : Cushman & Wakefield VHS Pte. Ltd.

“Deposited Property” : All assets of OUE C-REIT, including all its Authorised

Investments (as defined in the Trust Deed) for the time being

held or deemed to be held upon the trusts of the Trust Deed

“Directors” : The directors of the Manager as at the date of this Circular

“Distribution Amount” : The Preferred Distribution of an amount equivalent to 1.0%

per annum of the issue price of the CPPU

“Divested Shares” : Shares in OUBC to be divested

56

“DPU” : Distributions per Unit

“EGM” : The extraordinary general meeting of OUE C-REIT, notice of

which is given on pages I-1 and I-2 of this Circular

“Excess Rights Units” : The excess Rights Units available during the offer period of

the Rights Issue

“Existing Portfolio” : OUE Bayfront and Lippo Plaza

“Extraordinary

Resolution”

: A resolution proposed and passed as such by a majority being

greater than 75.0% of the total number of votes cast for and

against such resolution at a meeting of Unitholders convened

in accordance with the provisions of the Trust Deed

“Forecast Period” : The period from 1 October 2015 to 31 December 2015

“FY 2014” : The financial period from 27 January 2014 to 31 December

2014

“FY 2014 Audited

Financial Statements”

: OUE C-REIT’s latest audited financial statements for FY 2014

“Framework Agreement” : The agreement entered into between the Sponsor, BPHPL

and KIO in relation to KIO’s divestment of its 33.33% interest

in OUBC

“GFA” : Gross floor area

“IFA” or “Independent

Financial Adviser”

: Deloitte & Touche Corporate Finance Pte Ltd

“IFA Letter” : The letter from the IFA to the Independent Directors, the Audit

and Risk Committee and the Trustee

“Independent Valuers” : Savills and Cushman & Wakefield

“Independent Market

Research Consultant”

: DTZ Debenham Tie Leung (SEA) Pte Ltd

“Independent Market

Research Report”

: The independent market research report dated 24 April 2015

by DTZ Debenham Tie Leung (SEA) Pte Ltd

“Independent Directors” : Mr. Ng Lak Chuan, Mr. Loh Lian Huat and Mr. Carl Gabriel

Florian Stubbe

“Ineligible Unitholders” : Unitholders other than the Eligible Unitholders to whom no

provisional allotment of Rights Units will be made

“Irrevocable Undertaking” : The undertaking provided by the Sponsor to the Manager and

the Joint Lead Managers and Underwriters in relation to the

Rights Issue

57

“Joint Financial Advisers” : Citigroup Global Markets Singapore Pte. Ltd. and Standard

Chartered Bank Singapore Branch

“Joint Lead Managers and

Underwriters”

: Citigroup Global Markets Singapore Pte. Ltd. and DBS Bank

Ltd.

“KIO” : The Kuwait Investment Office

“Latest Practicable Date” : The latest practicable date prior to the printing of this Circular,

being 26 June 2015

“Lippo Plaza” : A 36-storey Grade-A commercial building located at 222

Huaihai Zhong Road in the commercial district of Huangpu in

central Shanghai, the PRC, which used for office and retail

purposes and comprises a three-storey retail podium and

basement car park lots, where OUE C-REIT has a 91.2%

strata ownership

“Listing Date” : The date of listing of OUE C-REIT on the Main Board of the

SGX-ST

“Listing Manual” : The Listing Manual of the SGX-ST, as may be amended or

modified from time to time

“Manager” : OUE Commercial REIT Management Pte. Ltd., in its capacity

as manager of OUE C-REIT

“MAS” : Monetary Authority of Singapore

“Market Day” : A day on which the SGX-ST is open for securities trading

“MNCs” : Multi-national corporations

“MRT” : Mass Rapid Transit

“NAV” : Net asset value

“NLA” : Net lettable area

“NTA” : Net tangible assets

“Offer Information

Statement”

: The offer information statement in connection with the Rights

Issue to be lodged with the MAS and issued to Eligible

Unitholders

“Ordinary Resolution” : A resolution proposed and passed as such by a majority being

greater than 50.0% of the total number of votes cast for and

against such resolution at a meeting of Unitholders convened

in accordance with the provisions of the Trust Deed

“OUBC” : OUB Centre Limited

58

“OUBC Interest” : OUBC’s 81.54% beneficial interest in the Property

“OUE Bayfront” : OUE Bayfront and its ancillary properties, comprising (i) OUE

Bayfront, an 18-storey premium office building with rooftop

restaurant premises located at 50 Collyer Quay, (ii) OUE

Tower, a conserved tower building located at 60 Collyer Quay

with panoramic views of the Marina Bay landscape which is

currently occupied by a fine dining restaurant, and (iii) OUE

Link, an overhead pedestrian link bridge with retail units

located at 62 Collyer Quay

“OUE C-REIT” : OUE Commercial Real Estate Investment Trust

“OUE C-REIT Group” : OUE C-REIT and its subsidiaries

“psf” : Per square foot

“PRC” : The People’s Republic of China

“Preferred Units” : Preferred units in OUE C-REIT

“Preferred Unitholder” : The registered holder for the time being of a Preferred Unit,

including persons so registered as joint holders, except where

the registered holder is CDP, the term “Preferred Unitholder”

shall, in relation to Preferred Units registered in the name of

CDP mean, where the context requires, the Depositor (as

defined herein) whose securities account with CDP is credited

with Preferred Units

“Profit Forecast” : OUE C-REIT Group’s Forecast Statement of Total Return and

Distribution Statements for the Forecast Period (1 October

2015 to 31 December 2015)

“Property” : One Raffles Place

“Property Funds

Appendix”

: Appendix 6 to the Code on Collective Investment Schemes

“Purchase Consideration” : The consideration payable by the Trustee for the proposed

Acquisition

“Redemption Notice” : The notice issued by the Manager to a CPPU Holder to

redeem all (or part) of the CPPUs held by the CPPU Holder

“Redemption Right” : The right of the Manager to redeem any CPPU

“REIT” : Real estate investment trust

“Related Parties” : An “interested person” as defined in the Listing Manual and/or

(as the case may be) an “interested party” as defined in the

Property Funds Appendix

59

“Restriction Period” : The period of four years commencing from the date of issue of

the CPPUs

“Rights Entitlement” : The “nil-paid” provisional allotment of Rights Units to Eligible

Unitholders under the Rights Issue

“Rights Issue” : The renounceable rights issue where the Rights Units would

be offered to Eligible Unitholders to raise gross proceeds of

approximately S$218.3 million

“Rights Issue Price” : The issue price of S$0.555 per Rights Unit

“Rights Ratio” : The issue of 9 Rights Units for every 20 existing Units

“Rights Units” : 393,305,817 new Units to be issued pursuant to the Rights

Issue

“Savills” : Savills Valuation and Professional Services (S) Pte Ltd

“Securities Account” : Securities account maintained by a Depositor with the CDP

but not including a securities sub-account

“Securities Act” : The United States Securities Act of 1933, as amended

“SGX-ST” : Singapore Exchange Securities Trading Limited

“SPA” : The sale and purchase agreement entered into between the

Sponsor and the Trustee on 10 June 2015 for the acquisition

of the entire issued share capital of BPHPL

“Sponsor” : OUE Limited

“Subscribing Entities” : CDPL and the Manager

“Substantial Unitholder” : A person with an interest in Units constituting not less than

5.0% of all Units in issue

“sq ft” : Square feet

“sq m” : Square metres

“SRS” : Supplementary Retirement Scheme

“TERP” : Theoretical ex-rights price

“Total Acquisition Cost” : The estimated total costs in connection with the proposed

Acquisition which ranges from approximately S$1,061.2

million to S$1,178.3 million (depending on the shareholding

interest in OUBC acquired by BPHPL)

“Transactions” : The proposed Acquisition, the proposed CPPU Issue and the

Rights Issue

60

“Trust Deed” : The trust deed constituting OUE C-REIT dated 10 October

2013, as amended and restated by a first amending and

restating deed dated 9 January 2014 and supplemented by a

first supplemental deed dated 26 January 2015

“Trust Deed Supplement” : The second supplemental deed to be entered into by the

Trustee and Manager to amend and vary the Trust Deed

“Trustee” : DBS Trustee Limited, in its capacity as trustee of OUE C-REIT

“Underwriting Agreement” : The underwriting agreement entered into between the

Manager and the Joint Lead Managers and Underwriters on

29 June 2015

“Underwriting

Commission”

: The 2.25% commission which the Joint Lead Managers and

Underwriters will be entitled to under the Underwriting

Agreement

“Unit” : A unit representing an undivided interest in OUE C-REIT

“Unitholders” : Unitholders of OUE C-REIT

“U.S.” : United States

“per cent.” or “%” : Per centum or percentage

“S$” or “SGD” : Singapore dollars, being the lawful currency of the Republic of

Singapore

“VWAP” : Volume weighted average price

The terms “Depositor”, “Depository Register” and “Depository Agent” shall have the meanings

ascribed to them respectively in Section 130A of the Companies Act.

The terms “subsidiary” and “substantial shareholder” shall have the meanings ascribed to them

in Sections 5 and 81 of the Companies Act respectively.

Words importing the singular shall, where applicable, include the plural and vice versa. Words

importing the masculine gender shall, where applicable, include the feminine and neuter genders

and vice versa. References to persons, where applicable, shall include corporations.

The headings in this Circular are inserted for convenience only and shall be ignored in construing

this Circular.

Any reference in this Circular to any enactment is a reference to that enactment as for the time

being amended or re-enacted. Any word defined under the Companies Act or any statutory

modification thereof and not otherwise defined in the Circular shall have the same meaning

assigned to it under the Companies Act or any statutory modification thereof, as the case may be.

Any reference to a time of day in this Circular is made by reference to Singapore time unless

otherwise stated. Any discrepancies in the tables in this Circular between the listed amounts and

the totals thereof are due to rounding.

61

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lau

se

1.1

−D

efi

nit

ion

s

“Ge

ne

ral

Pre

ferr

ed

Un

itT

erm

s”

me

an

sth

e

ge

ne

ral

term

sa

nd

co

nd

itio

ns

go

ve

rnin

gth

e

off

er

an

dis

su

eo

fth

eP

refe

rre

dU

nit

sfr

om

tim

eto

tim

e,

as

co

nta

ine

din

Sch

ed

ule

2to

this

De

ed

;

Po

we

rto

iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fP

refe

rre

dU

nit

s.

2C

lau

se

1.1

–D

efi

nit

ion

s

“Lis

ted

”in

rela

tio

nto

the

Tru

st,

me

an

sb

ein

g

ad

mit

ted

toth

eO

ffic

ial

Lis

to

fth

eS

GX

-ST

an

d/o

ra

ny

oth

er

Re

co

gn

ise

dS

tock

Exch

an

ge

(s),

an

din

rela

tio

nto

the

Un

its,

me

an

sn

ot

ha

vin

gb

ee

nsu

sp

en

de

dfr

om

su

ch

listi

ng

,q

uo

tati

on

or

tra

din

gfo

r6

0co

nse

cu

tive

ca

len

da

rd

ays

or

mo

reo

rn

ot

ha

vin

gb

ee

n

de

-lis

ted

,a

nd

the

term

“Lis

tin

g”

sh

all

be

co

nstr

ue

da

cco

rdin

gly

;

Cla

us

e1

.1–

De

fin

itio

ns

“Lis

ted

”in

rela

tio

nto

the

Tru

st,

me

an

sb

ein

g

ad

mit

ted

toth

eO

ffic

ial

Lis

to

fth

eS

GX

-ST

an

d/o

ra

ny

oth

er

Re

co

gn

ise

dS

tock

Exch

an

ge

(s),

an

din

rela

tio

nto

the

Un

its

or

oth

er

Se

cu

riti

es

(if

ap

plica

ble

),m

ea

ns

no

t

ha

vin

gb

ee

nsu

sp

en

de

dfr

om

su

ch

listi

ng

,

qu

ota

tio

no

rtr

ad

ing

for

60

co

nse

cu

tive

ca

len

da

rd

ays

or

mo

reo

rn

ot

ha

vin

gb

ee

n

de

-lis

ted

,a

nd

the

term

“Lis

tin

g”

sh

all

be

co

nstr

ue

da

cco

rdin

gly

;

Po

we

rto

iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

cla

rify

wh

at

“Lis

ted

”m

ea

ns

inth

eco

nte

xt

of

Se

cu

riti

es

oth

er

tha

nU

nit

s,

su

ch

as

Pre

ferr

ed

Un

its.

“Se

cu

riti

es

”is

de

fin

ed

inC

lau

se

1.1

of

the

Tru

st

De

ed

tom

ea

n“a

ny

sh

are

,sto

ck,

bo

nd

,

de

be

ntu

re,

wa

rra

nt,

tra

nsfe

rab

lesu

bscri

pti

on

rig

ht,

op

tio

n,

loa

nco

nve

rtib

lein

toe

qu

ity

se

cu

riti

es,

an

yco

nve

rtib

lese

cu

riti

es

(in

clu

din

g,

wit

ho

ut

lim

ita

tio

n,

co

nve

rtib

le

bo

nd

s),

un

its

inb

usin

ess

tru

sts

,u

nit

sin

co

lle

cti

ve

inve

stm

en

tsch

em

es,

un

its

inu

nit

tru

sts

or

an

yo

the

rin

tere

sts

inm

utu

alfu

nd

so

r

an

yo

the

rse

cu

rity

”.

A-1

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

3C

lau

se

1.1

–D

efi

nit

ion

s

“Pre

fere

nc

eH

old

ers

”m

ea

ns

the

ho

lde

rso

f

pre

fere

nce

Un

its;

Cla

us

e1

.1–

De

fin

itio

ns

“Pre

fere

nc

eH

old

ers

”m

ea

ns

the

ho

lde

rso

f

pre

fere

nce

Un

its;

Sta

nd

ard

ise

the

Us

eo

fT

erm

sfo

rth

eIs

su

e

of

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isto

sta

nd

ard

ise

the

term

sto

be

use

dfo

rth

eis

su

eo

fth

eP

refe

rre

dU

nit

s.

4N

ot

ap

plica

ble

.C

lau

se

1.1

–D

efi

nit

ion

s

“Pre

ferr

ed

Dis

trib

uti

on

”m

ea

ns

the

pre

fere

nti

al

dis

trib

uti

on

wh

ich

ma

yb

e

de

cla

red

by

the

Ma

na

ge

rin

its

so

led

iscre

tio

n

an

dp

aid

inre

sp

ect

of

the

rele

va

nt

cla

ss

of

Pre

ferr

ed

Un

its;

Po

we

rto

ma

ke

Dis

trib

uti

on

sto

Ho

lde

rso

f

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

r

dis

trib

uti

on

sto

ho

lde

rso

fP

refe

rre

dU

nit

s.

5N

ot

ap

plica

ble

.C

lau

se

1.1

−D

efi

nit

ion

s

“Pre

ferr

ed

Un

it”

me

an

so

ne

pre

ferr

ed

un

itin

the

Tru

sto

fa

ny

cla

ss

ofP

refe

rre

dU

nit

sis

su

ed

fro

mti

me

toti

me

ina

cco

rda

nce

wit

hth

e

Pre

ferr

ed

Un

itTe

rms

att

ach

ed

toth

ere

leva

nt

cla

ss

of

Pre

ferr

ed

Un

its;

Po

we

rto

Iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fP

refe

rre

dU

nit

s.

6N

ot

ap

plica

ble

.C

lau

se

1.1

−D

efi

nit

ion

s

“Pre

ferr

ed

Un

itD

ep

os

ito

r”m

ea

ns:

(a)

ad

ire

ct

acco

un

th

old

er

wit

hth

e

De

po

sit

ory

;o

r

(b)

aD

ep

osit

ory

Ag

en

t,b

ut

for

the

avo

ida

nce

of

do

ub

t,d

oe

sn

ot

inclu

de

aS

ub

-Acco

un

t

Ho

lde

r,

Po

we

rto

Lis

tP

refe

rre

dU

nit

s

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fP

refe

rre

dU

nit

sin

the

eve

nt

tha

tth

ey

are

tob

ed

ep

osit

ed

.

A-2

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

wh

ose

na

me

ise

nte

red

inth

eP

refe

rre

dU

nit

De

po

sit

ory

Re

gis

ter

inre

sp

ecto

fth

eP

refe

rre

d

Un

its

he

ldb

yh

im;

7N

ot

ap

plica

ble

.C

lau

se

1.1

−D

efi

nit

ion

s

“Pre

ferr

ed

Un

ith

old

er”

me

an

s,

inre

lati

on

to

an

ycla

ss

of

Pre

ferr

ed

Un

its

wh

ich

are

Un

liste

d,

are

gis

tere

dh

old

er

for

the

tim

eb

ein

g

of

tha

tcla

ss

of

Pre

ferr

ed

Un

its

inclu

din

g

pe

rso

ns

so

reg

iste

red

as

Pre

ferr

ed

Un

itJo

int

Ho

lde

rs,

an

din

rela

tio

nto

Pre

ferr

ed

Un

its

wh

ich

are

Lis

ted

on

the

SG

X-S

T,

me

an

sth

e

De

po

sit

ory

,a

nd

the

term

“Pre

ferr

ed

Un

ith

old

er”

sh

all,

inre

lati

on

toa

ny

cla

ss

of

Pre

ferr

ed

Un

its

wh

ich

are

Lis

ted

an

d

reg

iste

red

inth

en

am

eo

fth

eD

ep

osit

ory

,

me

an

,w

he

reth

eco

nte

xt

req

uir

es

(in

clu

din

g

wit

ho

ut

lim

ita

tio

n,

the

red

em

pti

on

or

co

nve

rsio

no

fth

at

cla

ss

of

Pre

ferr

ed

Un

its,

wh

ere

ap

plica

ble

),a

Pre

ferr

ed

Un

itD

ep

osit

or

pro

vid

ed

tha

tfo

rth

ep

urp

ose

so

fm

ee

tin

gs

of

Pre

ferr

ed

Un

ith

old

ers

,su

ch

Pre

ferr

ed

Un

ith

old

er

sh

all

me

an

aP

refe

rre

dU

nit

De

po

sit

or

as

sh

ow

nin

the

reco

rds

of

the

De

po

sit

ory

48

ho

urs

pri

or

toth

eti

me

of

a

me

eti

ng

of

Pre

ferr

ed

Un

ith

old

ers

,su

pp

lie

db

y

the

De

po

sit

ory

toth

eM

an

ag

er;

Po

we

rto

Iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fP

refe

rre

dU

nit

s.

A-3

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

8N

ot

ap

plica

ble

.C

lau

se

1.1

−D

efi

nit

ion

s

“Pre

ferr

ed

Un

itT

erm

s”

co

mp

rise

the

Ge

ne

ral

Pre

ferr

ed

Un

itTe

rms

an

dS

pe

cif

icP

refe

rre

d

Un

itTe

rms;

Po

we

rto

Iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fP

refe

rre

dU

nit

s.

9N

ot

ap

plica

ble

.C

lau

se

1.1

−D

efi

nit

ion

s

“Sp

ec

ific

Pre

ferr

ed

Un

itT

erm

s”,

inre

lati

on

toa

cla

ss

of

Pre

ferr

ed

Un

its,

me

an

sa

ny

sp

ecif

icte

rms

an

dco

nd

itio

ns

go

ve

rnin

gth

e

off

er

an

dis

su

eo

fsu

ch

cla

ss

of

Pre

ferr

ed

Un

its,

as

ma

yb

ed

ete

rmin

ed

by

the

Ma

na

ge

r

at

its

so

led

iscre

tio

np

urs

ua

nt

toth

eG

en

era

l

Pre

ferr

ed

Un

itTe

rms;

Po

we

rto

iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fd

iffe

ren

tcla

sse

so

fP

refe

rre

dU

nit

s.

10

Cla

us

e1

.1−

De

fin

itio

ns

“Ta

xR

uli

ng

”m

ea

ns

an

yta

xru

lin

gis

su

ed

or

to

be

issu

ed

by

the

IRA

Sa

nd

/or

Min

istr

yo

f

Fin

an

ce

of

Sin

ga

po

reo

nth

eta

xa

tio

no

fth

e

Tru

st

an

dth

eH

old

ers

,a

sth

esa

me

ma

yb

e

mo

dif

ied

,a

me

nd

ed

,su

pp

lem

en

ted

,re

vis

ed

or

rep

lace

dfr

om

tim

eto

tim

e;

Cla

us

e1

.1−

De

fin

itio

ns

“Ta

xR

uli

ng

”m

ea

ns

an

yta

xru

lin

gis

su

ed

or

to

be

issu

ed

by

the

IRA

Sa

nd

/or

Min

istr

yo

f

Fin

an

ce

of

Sin

ga

po

reo

nth

eta

xa

tio

no

fth

e

Tru

st

an

dth

eH

old

ers

an

d/o

rth

eh

old

ers

of

oth

er

Se

cu

riti

es

(if

ap

plica

ble

),a

sth

esa

me

ma

yb

em

od

ifie

d,

am

en

de

d,

su

pp

lem

en

ted

,

revis

ed

or

rep

lace

dfr

om

tim

eto

tim

e;

Po

we

rto

Iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

efo

rth

e

issu

eo

fP

refe

rre

dU

nit

s.

11

Cla

us

e1

.1−

De

fin

itio

ns

“Un

it”

me

an

so

ne

un

div

ide

dsh

are

inth

eT

rust.

Wh

ere

the

co

nte

xt

so

req

uir

es,

the

de

fin

itio

n

inclu

de

sa

Un

ito

fa

Cla

ss

or

ap

refe

ren

ce

Un

it;

Cla

us

e1

.1−

De

fin

itio

ns

“Un

it”

me

an

so

ne

un

div

ide

dsh

are

inth

eT

rust.

Wh

ere

the

co

nte

xt

so

req

uir

es,

the

de

fin

itio

n

inclu

de

sa

Un

ito

fa

Cla

ss

or

a

Pre

ferr

ed

pre

fere

nce

Un

it;

Iss

ue

of

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isto

sta

nd

ard

ise

the

use

of

the

term

sfo

rth

eis

su

eo

fth

eP

refe

rre

dU

nit

s.

A-4

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

12

Cla

us

e1

.1−

De

fin

itio

ns

“Un

lis

ted

”in

rela

tio

nto

the

Tru

st,

me

an

s,

as

ap

plica

ble

inth

ere

leva

nt

co

nte

xt,

no

tb

ein

g

inclu

de

do

n,

or

ha

vin

gb

ee

nd

eliste

dfr

om

,th

e

Off

icia

lL

ist

of

the

SG

X-S

To

r(a

sth

eca

se

ma

y

be

)a

ny

oth

er

Re

co

gn

ise

dS

tock

Exch

an

ge

,

an

din

rela

tio

nto

the

Un

its,

me

an

sh

avin

g

be

en

su

sp

en

de

dfo

r6

0co

nse

cu

tive

ca

len

da

r

da

ys

or

mo

refr

om

be

ing

liste

d,

qu

ote

do

r

tra

de

do

nth

eO

ffic

ialL

ist

of

the

SG

X-S

To

r(a

s

the

ca

se

ma

yb

e)

an

yo

the

rR

eco

gn

ise

dS

tock

Exch

an

ge

;

Cla

us

e1

.1−

De

fin

itio

ns

“Un

lis

ted

”in

rela

tio

nto

the

Tru

st,

me

an

s,

as

ap

plica

ble

inth

ere

leva

nt

co

nte

xt,

no

tb

ein

g

inclu

de

do

n,

or

ha

vin

gb

ee

nd

eliste

dfr

om

,th

e

Off

icia

lL

ist

of

the

SG

X-S

To

r(a

sth

eca

se

ma

y

be

)a

ny

oth

er

Re

co

gn

ise

dS

tock

Exch

an

ge

,

an

din

rela

tio

nto

the

Un

its

or

oth

er

Se

cu

riti

es

(if

ap

plica

ble

),m

ea

ns

ha

vin

gb

ee

nsu

sp

en

de

d

for

60

co

nse

cu

tive

ca

len

da

rd

ays

or

mo

refr

om

be

ing

liste

d,

qu

ote

do

rtr

ad

ed

on

the

Off

icia

l

Lis

to

fth

eS

GX

-ST

or

(as

the

ca

se

ma

yb

e)

an

yo

the

rR

eco

gn

ise

dS

tock

Exch

an

ge

;

Po

we

rto

Iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

pro

vid

ew

ha

t

“Un

liste

d”

me

an

sin

the

co

nte

xt

of

Se

cu

riti

es

oth

er

tha

nU

nit

s,

su

ch

as

Pre

ferr

ed

Un

its.

13

Cla

us

e2

.7.1

–V

ari

ati

on

of

Rig

hts

Wh

en

eve

rth

eU

nit

so

fth

eT

rust

are

div

ide

d

into

diffe

ren

tC

lasse

s,

su

bje

ct

toth

e

pro

vis

ion

so

fth

eR

ele

va

nt

La

ws,

Re

gu

lati

on

s

an

dG

uid

elin

es,

pre

fere

nce

Un

its,

oth

er

tha

n

red

ee

ma

ble

pre

fere

nce

Un

its,

ma

yb

ere

pa

id

an

dth

esp

ecia

lri

gh

tsa

tta

ch

ed

toa

ny

Cla

ss

ma

yb

eva

rie

do

ra

bro

ga

ted

eit

he

rw

ith

the

co

nse

nt

inw

riti

ng

of

the

ho

lde

rso

fth

ree

qu

art

ers

of

the

issu

ed

Un

its

of

the

Cla

ss

or

wit

hth

esa

ncti

on

of

an

Extr

ao

rdin

ary

Re

so

luti

on

at

ase

pa

rate

me

eti

ng

of

ho

lde

rso

f

the

Un

its

of

the

Cla

ss

(bu

tn

ot

oth

erw

ise

)a

nd

ma

yb

eso

rep

aid

,va

rie

do

ra

bro

ga

ted

eit

he

r

wh

ilst

the

Tru

st

isa

go

ing

co

nce

rno

rd

uri

ng

or

inco

nte

mp

lati

on

of

aw

ind

ing

up

.To

eve

ry

su

ch

me

eti

ng

of

Ho

lde

rs,

all

the

pro

vis

ion

so

f

Cla

us

e2

.7.1

Wh

en

eve

rth

eU

nit

so

fth

eT

rust

are

div

ide

d

into

diffe

ren

tC

lasse

s,

su

bje

ct

toth

e

pro

vis

ion

so

fth

eR

ele

va

nt

La

ws,

Re

gu

lati

on

s

an

dG

uid

elin

es,

Pre

ferr

ed

pre

fere

nce

Un

its,

oth

er

tha

nre

de

em

ab

leP

refe

rre

dp

refe

ren

ce

Un

its,

ma

yb

ere

pa

ida

nd

the

sp

ecia

lri

gh

ts

att

ach

ed

toa

ny

Cla

ss

ma

yb

eva

rie

do

r

ab

rog

ate

de

ith

er

wit

hth

eco

nse

nt

inw

riti

ng

of

the

ho

lde

rso

fth

ree

qu

art

ers

of

the

issu

ed

Un

its

of

the

Cla

ss

or

wit

hth

esa

ncti

on

of

an

Extr

ao

rdin

ary

Re

so

luti

on

at

ase

pa

rate

me

eti

ng

of

ho

lde

rso

fth

eU

nit

so

fth

eC

lass

(bu

tn

ot

oth

erw

ise

)a

nd

ma

yb

eso

rep

aid

,

va

rie

do

ra

bro

ga

ted

eit

he

rw

hilst

the

Tru

st

isa

go

ing

co

nce

rno

rd

uri

ng

or

inco

nte

mp

lati

on

of

aw

ind

ing

up

.To

eve

rysu

ch

me

eti

ng

of

Sta

nd

ard

ise

the

Us

eo

fT

erm

sfo

rth

eIs

su

e

of

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isto

sta

nd

ard

ise

the

term

sto

be

use

dfo

rth

eis

su

eo

fth

eP

refe

rre

dU

nit

s.

A-5

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

this

De

ed

rela

tin

gto

me

eti

ng

so

fH

old

ers

(in

clu

din

g,

bu

tn

ot

lim

ite

dto

the

pro

vis

ion

so

f

Sch

ed

ule

1)

sh

all

mu

tati

sm

uta

nd

isa

pp

ly,

exce

pt

tha

tth

en

ece

ssa

ryq

uo

rum

sh

all

be

two

pe

rso

ns

at

lea

st

ho

ldin

go

rre

pre

se

nti

ng

by

pro

xy

at

lea

st

on

eth

ird

of

the

issu

ed

Un

its

of

the

Cla

ss

an

dth

at

an

yh

old

er

of

Un

its

of

the

Cla

ss

pre

se

nt

inp

ers

on

or

by

pro

xy

ma

y

de

ma

nd

ap

oll

an

dth

at

eve

rysu

ch

ho

lde

rsh

all

on

ap

oll

ha

ve

on

evo

tefo

re

ve

ryU

nit

of

the

Cla

ss

he

ldb

yh

im,

PR

OV

IDE

DA

LW

AY

Sth

at

wh

ere

the

ne

ce

ssa

rym

ajo

rity

for

su

ch

an

Extr

ao

rdin

ary

Re

so

luti

on

isn

ot

ob

tain

ed

at

su

ch

me

eti

ng

of

Ho

lde

rs,

co

nse

nt

inw

riti

ng

if

ob

tain

ed

fro

mth

eh

old

ers

of

thre

eq

ua

rte

rso

f

the

issu

ed

Un

its

of

the

Cla

ss

co

nce

rne

dw

ith

in

two

mo

nth

so

fsu

ch

me

eti

ng

of

Ho

lde

rssh

all

be

as

va

lid

an

de

ffe

ctu

al

as

an

Extr

ao

rdin

ary

Re

so

luti

on

at

su

ch

me

eti

ng

of

Ho

lde

rs.

Th

is

Cla

use

2.7

sh

all

ap

ply

toth

eva

ria

tio

no

r

ab

rog

ati

on

of

the

sp

ecia

lri

gh

tsa

tta

ch

ed

to

so

me

on

lyo

fth

eU

nit

so

fa

ny

Cla

ss

as

ife

ach

gro

up

of

Un

its

of

the

Cla

ss

diffe

ren

tly

tre

ate

d

form

ed

ase

pa

rate

Cla

ss

the

sp

ecia

lri

gh

ts

wh

ere

of

are

tob

eva

rie

d.

Ho

lde

rs,a

llth

ep

rovis

ion

so

fth

isD

ee

dre

lati

ng

tom

ee

tin

gs

of

Ho

lde

rs(i

nclu

din

g,

bu

tn

ot

lim

ite

dto

the

pro

vis

ion

so

fS

ch

ed

ule

1)

sh

all

mu

tati

sm

uta

nd

isa

pp

ly,

exce

pt

tha

tth

e

ne

ce

ssa

ryq

uo

rum

sh

all

be

two

pe

rso

ns

at

lea

st

ho

ldin

go

rre

pre

se

nti

ng

by

pro

xy

at

lea

st

on

eth

ird

of

the

issu

ed

Un

its

of

the

Cla

ss

an

d

tha

ta

ny

ho

lde

ro

fU

nit

so

fth

eC

lass

pre

se

nt

in

pe

rso

no

rb

yp

roxy

ma

yd

em

an

da

po

lla

nd

tha

t

eve

rysu

ch

ho

lde

rsh

all

on

ap

oll

ha

ve

on

e

vo

tefo

re

ve

ryU

nit

of

the

Cla

ss

he

ldb

yh

im,

PR

OV

IDE

DA

LW

AY

Sth

at

wh

ere

the

ne

ce

ssa

rym

ajo

rity

for

su

ch

an

Extr

ao

rdin

ary

Re

so

luti

on

isn

ot

ob

tain

ed

at

su

ch

me

eti

ng

of

Ho

lde

rs,

co

nse

nt

inw

riti

ng

ifo

bta

ine

dfr

om

the

ho

lde

rso

fth

ree

qu

art

ers

of

the

issu

ed

Un

its

of

the

Cla

ss

co

nce

rne

dw

ith

intw

om

on

ths

of

su

ch

me

eti

ng

of

Ho

lde

rssh

all

be

as

va

lid

an

d

eff

ectu

al

as

an

Extr

ao

rdin

ary

Re

so

luti

on

at

su

ch

me

eti

ng

of

Ho

lde

rs.T

his

Cla

use

2.7

sh

all

ap

ply

toth

eva

ria

tio

no

ra

bro

ga

tio

no

fth

e

sp

ecia

lri

gh

tsa

tta

ch

ed

toso

me

on

lyo

fth

e

Un

its

of

an

yC

lass

as

ife

ach

gro

up

of

Un

its

of

the

Cla

ss

diffe

ren

tly

tre

ate

dfo

rme

da

se

pa

rate

Cla

ss

the

sp

ecia

lri

gh

tsw

he

reo

fa

reto

be

va

rie

d.

14

He

ad

ing

of

Cla

us

e5

of

the

De

ed

Issu

eo

fU

nit

s

He

ad

ing

of

Cla

us

e5

of

the

De

ed

Issu

eo

fU

nit

sa

nd

Pre

ferr

ed

Un

its

Po

we

rto

iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dfo

rth

eh

ea

din

gto

be

tte

rre

fle

ct

the

ma

inte

xt

tha

tfo

llo

ws.

A-6

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

15

Cla

us

e5

.1.1

–R

igh

tto

Iss

ue

Un

its

Su

bje

ct

toth

ep

rovis

ion

so

fth

isD

ee

da

nd

an

y

Re

leva

nt

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es,

the

Ma

na

ge

rsh

all

ha

ve

the

exclu

siv

eri

gh

tto

eff

ect

for

the

acco

un

to

fth

eT

rust

the

issu

eo

f

Un

its

(wh

eth

er

on

an

init

ial

issu

eo

fU

nit

s,

a

rig

hts

issu

e,

an

issu

eo

fn

ew

Un

its

oth

erw

ise

tha

nb

yw

ay

of

ari

gh

tsis

su

eo

ra

ny

issu

e

pu

rsu

an

tto

are

inve

stm

en

to

fd

istr

ibu

tio

n

arr

an

ge

me

nt

or

an

yis

su

eo

fU

nit

sp

urs

ua

nt

to

aco

nve

rsio

no

fa

ny

Se

cu

riti

es)

an

da

ny

Un

its

ma

yb

eis

su

ed

wit

hsu

ch

pre

fere

nti

al,

de

ferr

ed

,q

ua

lifi

ed

or

sp

ecia

lri

gh

ts,

pri

vile

ge

s

or

co

nd

itio

ns

as

the

Ma

na

ge

rm

ay

thin

kfi

t

PR

OV

IDE

DT

HA

T,

inco

nn

ecti

on

wit

hth

ein

itia

l

Lis

tin

go

fth

eT

rust

on

the

SG

X-S

T,

the

Ma

na

ge

rsh

all

no

tb

eb

ou

nd

toa

cce

pt

an

ap

plica

tio

nfo

rU

nit

sso

as

tog

ive

rise

toa

ho

ldin

go

ffe

we

rth

an

1,0

00

Un

its

(or

su

ch

oth

er

nu

mb

er

of

Un

its

as

ma

yb

ed

ete

rmin

ed

by

the

Ma

na

ge

r)a

nd

for

so

lon

ga

sth

eT

rust

is

Lis

ted

,th

eM

an

ag

er

sh

all

co

mp

lyw

ith

the

Lis

tin

gR

ule

so

r,if

ap

plica

ble

,th

elisti

ng

rule

s

of

the

rele

va

nt

Re

co

gn

ise

dS

tock

Exch

an

ge

or

an

yo

the

rR

ele

va

nt

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es

wh

en

issu

ing

Un

its.

No

fra

cti

on

so

f

aU

nit

sh

all

be

issu

ed

(wh

eth

er

on

an

init

ial

issu

eo

fU

nit

s,

ari

gh

tsis

su

e,

an

issu

eo

fn

ew

Un

its

oth

erw

ise

tha

nb

yw

ay

of

ari

gh

tsis

su

e,

an

yis

su

ep

urs

ua

nt

toa

rein

ve

stm

en

to

f

dis

trib

uti

on

arr

an

ge

me

nt

or

an

yis

su

eo

fU

nit

s

Cla

us

e5

.1.1

–R

igh

tto

Iss

ue

Un

its

an

d

Pre

ferr

ed

Un

its

Su

bje

ct

toth

ep

rovis

ion

so

fth

isD

ee

da

nd

an

y

Re

leva

nt

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es,

the

Ma

na

ge

rsh

all

ha

ve

the

exclu

siv

eri

gh

tto

eff

ect

for

the

acco

un

to

fth

eT

rust

the

issu

eo

f

Un

its

(wh

eth

er

on

an

init

ial

issu

eo

fU

nit

s,

a

rig

hts

issu

e,

an

issu

eo

fn

ew

Un

its

oth

erw

ise

tha

nb

yw

ay

of

ari

gh

tsis

su

eo

ra

ny

issu

e

pu

rsu

an

tto

are

inve

stm

en

to

fd

istr

ibu

tio

n

arr

an

ge

me

nt

or

an

yis

su

eo

fU

nit

sp

urs

ua

nt

to

aco

nve

rsio

no

fa

ny

Se

cu

riti

es)

an

da

ny

Un

its

ma

yb

eis

su

ed

wit

hsu

ch

pre

fere

nti

al,

de

ferr

ed

,q

ua

lifi

ed

or

sp

ecia

lri

gh

ts,

pri

vile

ge

s

or

co

nd

itio

ns

as

the

Ma

na

ge

rm

ay

thin

kfi

t

(in

clu

din

gP

refe

rre

dU

nit

s)

PR

OV

IDE

DT

HA

T,

inco

nn

ecti

on

wit

hth

ein

itia

lL

isti

ng

ofth

eT

rust

on

the

SG

X-S

T,

the

Ma

na

ge

rsh

all

no

tb

e

bo

un

dto

acce

pt

an

ap

plica

tio

nfo

rU

nit

sa

nd

oth

er

Se

cu

riti

es

so

as

tog

ive

rise

toa

ho

ldin

g

of

few

er

tha

n1

,00

0U

nit

so

rP

refe

rre

dU

nit

s

(or

su

ch

oth

er

nu

mb

er

of

Un

its

or

Pre

ferr

ed

Un

its

as

ma

yb

ed

ete

rmin

ed

by

the

Ma

na

ge

r)

an

dfo

rso

lon

ga

sth

eT

rust

isL

iste

d,

the

Ma

na

ge

rsh

all

co

mp

lyw

ith

the

Lis

tin

gR

ule

s

or,

ifa

pp

lica

ble

,th

elisti

ng

rule

so

fth

ere

leva

nt

Re

co

gn

ise

dS

tock

Exch

an

ge

or

an

yo

the

r

Re

leva

nt

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es

wh

en

issu

ing

Un

its

or

Pre

ferr

ed

Un

its.

No

fra

cti

on

so

fa

Un

ito

rP

refe

rre

dU

nit

sh

all

be

issu

ed

(wh

eth

er

on

an

init

ial

issu

eo

fU

nit

s,

a

Po

we

rto

iss

ue

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isin

ten

de

dto

de

al

wit

h

ad

min

istr

ati

ve

ma

tte

rsco

nce

rnin

gth

eis

su

eo

f

Pre

ferr

ed

Un

its.

A-7

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

pu

rsu

an

tto

aco

nve

rsio

no

fa

ny

Se

cu

riti

es)

an

din

issu

ing

su

ch

nu

mb

er

of

Un

its

as

co

rre

sp

on

din

gto

the

rele

va

nt

su

bscri

pti

on

pro

ce

ed

s(i

fa

ny),

the

Ma

na

ge

rsh

all,

in

resp

ect

of

ea

ch

Ho

lde

r’s

en

titl

em

en

tto

Un

its,

tru

nca

teb

ut

no

tro

un

do

ffto

the

ne

are

st

wh

ole

Un

ita

nd

an

yb

ala

nce

ari

sin

gfr

om

su

ch

tru

nca

tio

nsh

all

be

reta

ine

da

sp

art

of

the

De

po

sit

ed

Pro

pe

rty.

Issu

es

of

Un

its

sh

all

on

ly

be

ma

de

on

aB

usin

ess

Da

yu

nle

ss

an

dto

the

exte

nt

tha

tth

eM

an

ag

er,

wit

hth

ep

revio

us

co

nse

nt

of

the

Tru

ste

e,

oth

erw

ise

pre

scri

be

s.

Issu

es

of

Un

its

for

ca

sh

sh

all

be

ma

de

at

a

pri

ce

he

rein

aft

er

pre

scri

be

d.

rig

hts

issu

e,

an

issu

eo

fn

ew

Un

its

oth

erw

ise

tha

nb

yw

ay

of

ari

gh

tsis

su

e,

an

yis

su

e

pu

rsu

an

tto

are

inve

stm

en

to

fd

istr

ibu

tio

n

arr

an

ge

me

nt

or

an

yis

su

eo

fU

nit

sp

urs

ua

nt

to

aco

nve

rsio

no

fa

ny

Se

cu

riti

es)

an

din

issu

ing

su

ch

nu

mb

er

of

Un

its

or

Pre

ferr

ed

Un

its

as

co

rre

sp

on

din

gto

the

rele

va

nt

su

bscri

pti

on

pro

ce

ed

s(i

fa

ny),

the

Ma

na

ge

rsh

all,

in

resp

ect

of

ea

ch

Ho

lde

r’s

en

titl

em

en

tto

Un

its

or

Pre

ferr

ed

Un

its,

tru

nca

teb

ut

no

tro

un

do

ff

toth

en

ea

rest

wh

ole

Un

ito

rP

refe

rre

dU

nit

an

d

an

yb

ala

nce

ari

sin

gfr

om

su

ch

tru

nca

tio

nsh

all

be

reta

ine

da

sp

art

of

the

De

po

sit

ed

Pro

pe

rty.

Issu

es

of

Un

its

or

Pre

ferr

ed

Un

its

sh

all

on

lyb

e

ma

de

on

aB

usin

ess

Da

yu

nle

ss

an

dto

the

exte

nt

tha

tth

eM

an

ag

er,

wit

hth

ep

revio

us

co

nse

nt

of

the

Tru

ste

e,

oth

erw

ise

pre

scri

be

s.

Issu

es

of

Un

its

or

Pre

ferr

ed

Un

its

for

ca

sh

sh

all

be

ma

de

at

ap

rice

he

rein

aft

er

pre

scri

be

d.

16

Cla

us

e5

.1.2

–Is

su

eo

fC

las

se

so

fU

nit

s

Th

eM

an

ag

er

ma

yb

yd

ee

dsu

pp

lem

en

tal

he

reto

wit

hth

eT

ruste

eis

su

eC

lasse

so

fU

nit

s

un

de

rsu

ch

term

sa

nd

co

nd

itio

ns

as

ma

yb

e

co

nta

ine

dth

ere

in.

Cla

us

e5

.1.2

–Is

su

eo

fC

las

se

so

fU

nit

sa

nd

Oth

er

Se

cu

riti

es

Th

eM

an

ag

er

ma

yb

yd

ee

dsu

pp

lem

en

tal

he

reto

wit

hth

eT

ruste

eis

su

eC

lasse

so

fU

nit

s

an

do

the

rS

ecu

riti

es

un

de

rsu

ch

term

sa

nd

co

nd

itio

ns

as

ma

yb

eco

nta

ine

dth

ere

in.

Iss

ue

of

Cla

ss

es

of

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isto

cla

rify

tha

tth

eM

an

ag

er

ma

yis

su

ed

iffe

ren

tC

lasse

so

fP

refe

rre

dU

nit

s.

A-8

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

17

Cla

us

e5

.1.3

–Is

su

eo

fP

refe

ren

ce

Un

its

Pre

fere

nce

Un

its

ma

yb

eis

su

ed

su

bje

ct

to

su

ch

lim

ita

tio

nth

ere

of

as

ma

yb

ep

rescri

be

d

by

the

SG

X-S

To

ra

ny

Re

co

gn

ise

dS

tock

Exch

an

ge

up

on

wh

ich

Un

its

ma

yb

eliste

d.T

he

tota

ln

um

be

ro

fis

su

ed

pre

fere

nce

Un

its

sh

all

no

te

xce

ed

the

tota

ln

um

be

ro

fo

rdin

ary

Un

its

issu

ed

at

an

yti

me

.P

refe

ren

ce

Ho

lde

rssh

all

ha

ve

the

sa

me

rig

hts

as

ord

ina

ryH

old

ers

as

reg

ard

sre

ce

ivin

go

fn

oti

ce

s,

rep

ort

sa

nd

ba

lan

ce

sh

ee

tsa

nd

att

en

din

gm

ee

tin

gs

of

Ho

lde

rs,

an

dP

refe

ren

ce

Ho

lde

rssh

all

als

o

ha

ve

the

rig

htto

vo

tea

ta

ny

me

eti

ng

co

nve

ne

d

for

the

pu

rpo

se

of

red

ucin

gth

eca

pit

al

or

win

din

gu

po

rsa

ncti

on

ing

asa

leo

fth

e

un

de

rta

kin

go

fth

eT

rust

or

wh

ere

the

pro

po

sa

l

tob

esu

bm

itte

dto

the

me

eti

ng

dir

ectl

ya

ffe

cts

the

irri

gh

tsa

nd

pri

vile

ge

so

rw

he

nth

e

dis

trib

uti

on

on

the

pre

fere

nce

Un

its

isin

arr

ea

r

for

mo

reth

an

six

mo

nth

s.

Cla

us

e5

.1.3

–Is

su

eo

fP

refe

rre

dU

nit

s

Pre

ferr

ed

Pre

fere

nce

Un

its

ma

yb

eis

su

ed

su

bje

ct

tosu

ch

lim

ita

tio

nth

ere

of

as

ma

yb

e

pre

scri

be

db

yth

eS

GX

-ST

or

an

yR

eco

gn

ise

d

Sto

ck

Exch

an

ge

up

on

wh

ich

Un

its

ma

yb

e

liste

d.

Th

eto

tal

nu

mb

er

of

issu

ed

Pre

ferr

ed

pre

fere

nce

Un

its

sh

all

no

te

xce

ed

the

tota

ln

um

be

ro

fo

rdin

ary

Un

its

issu

ed

at

an

yti

me

.S

ub

ject

toth

ere

leva

nt

Pre

ferr

ed

Un

itTe

rms

att

ach

ed

tosu

ch

cla

sse

so

f

Pre

ferr

ed

Un

its

as

ma

yb

ein

issu

efr

om

tim

e

toti

me

,P

refe

rre

dU

nit

ho

lde

rsP

refe

ren

ce

Ho

lde

rssh

all

ha

ve

the

sa

me

rig

hts

as

ord

ina

ry

Ho

lde

rsa

sre

ga

rds

rece

ivin

go

fn

oti

ce

s,

rep

ort

sa

nd

ba

lan

ce

sh

ee

tsa

nd

att

en

din

g

me

eti

ng

so

fH

old

ers

,a

nd

Pre

ferr

ed

Un

ith

old

ers

Pre

fere

nce

Ho

lde

rssh

all

als

o

ha

ve

the

rig

htto

vo

tea

ta

ny

me

eti

ng

co

nve

ne

d

for

the

pu

rpo

se

of

red

ucin

gth

eca

pit

al

or

win

din

gu

po

rsa

ncti

on

ing

asa

leo

fth

e

un

de

rta

kin

go

fth

eT

rust

or

wh

ere

the

pro

po

sa

l

tob

esu

bm

itte

dto

the

me

eti

ng

dir

ectl

ya

ffe

cts

the

irri

gh

tsa

nd

pri

vile

ge

so

rw

he

nth

e

dis

trib

uti

on

on

the

Pre

ferr

ed

pre

fere

nce

Un

its

isin

arr

ea

rfo

ra

tle

ast

12

mo

nth

sm

ore

tha

nsix

mo

nth

s.

Iss

ue

of

Pre

ferr

ed

Un

its

Th

isa

me

nd

me

nt

isto

sta

nd

ard

ise

the

use

of

the

term

sfo

rth

eis

su

eo

fth

eP

refe

rre

dU

nit

s

an

dto

su

bje

ct

the

ge

ne

ral

pro

vis

ion

wh

ich

pro

vid

es

for

the

issu

eo

fP

refe

rre

dU

nit

sto

the

Pre

ferr

ed

Un

itTe

rms.

A-9

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

18

Cla

us

e5

.1.4

–Is

su

eo

fF

urt

he

rP

refe

ren

ce

Ca

pit

al

Th

eM

an

ag

er

ha

sp

ow

er

tois

su

efu

rth

er

pre

fere

nce

ca

pit

al

ran

kin

ge

qu

ally

wit

h,

or

in

pri

ori

tyto

,p

refe

ren

ce

Un

its

alr

ea

dy

issu

ed

.

Cla

us

e5

.1.4

–Is

su

eo

fF

urt

he

rP

refe

ren

ce

Ca

pit

al

Th

eM

an

ag

er

ha

sp

ow

er

tois

su

efu

rth

er

pre

fere

nce

ca

pit

al

ran

kin

ge

qu

ally

wit

h,

or

in

pri

ori

tyto

,p

refe

ren

ce

Pre

ferr

ed

Un

its

alr

ea

dy

issu

ed

.

Iss

ue

of

Fu

rth

er

Pre

fere

nc

eC

ap

ita

l

Th

isa

me

nd

me

nt

isto

sta

nd

ard

ise

the

use

of

the

term

sfo

rth

eis

su

eo

fp

refe

ren

ce

ca

pit

al.

19

Cla

us

e11

.1–

Dis

trib

uti

on

of

Inc

om

e

Fo

rso

lon

ga

sth

eT

rust

isU

nliste

d,

su

bje

ct

to

the

Re

leva

nt

Ru

les,

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es

an

dth

isC

lau

se

11

,th

eM

an

ag

er

ma

ya

tit

sd

iscre

tio

nd

ecla

red

istr

ibu

tio

ns

of

Inco

me

.

Fo

rso

lon

ga

sth

eT

rust

isL

iste

d,

su

bje

ct

to

this

Cla

use

11

an

dth

eR

ele

va

nt

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es,

the

Ma

na

ge

r

sh

all

ma

ke

reg

ula

rd

istr

ibu

tio

ns

of

all

(or

su

ch

low

er

pe

rce

nta

ge

as

de

term

ine

db

yth

e

Ma

na

ge

rin

its

ab

so

lute

dis

cre

tio

n)

of

its

Dis

trib

uta

ble

Inco

me

toH

old

ers

at

qu

art

erl

y,

ha

lf-y

ea

rly

or

ye

arl

yin

terv

als

or

at

su

ch

oth

er

inte

rva

lsa

sth

eM

an

ag

er

sh

all

de

cid

ein

its

ab

so

lute

dis

cre

tio

n.

Cla

us

e11

.1–

Dis

trib

uti

on

of

Inc

om

e

Fo

rso

lon

ga

sth

eT

rust

isU

nliste

d,

su

bje

ct

to

the

Re

leva

nt

Ru

les,

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es

an

dth

isC

lau

se

11

,th

eM

an

ag

er

ma

ya

tit

sd

iscre

tio

nd

ecla

red

istr

ibu

tio

ns

of

Inco

me

.

Fo

rso

lon

ga

sth

eT

rust

isL

iste

d,

su

bje

ct

to

this

Cla

use

11

,th

ere

leva

nt

Pre

ferr

ed

Un

it

Te

rms

att

ach

ed

tosu

ch

cla

sse

so

fP

refe

rre

d

Un

its

as

ma

yb

ein

issu

efr

om

tim

eto

tim

ea

nd

the

Re

leva

nt

La

ws,

Re

gu

lati

on

sa

nd

Gu

ide

lin

es,

the

Ma

na

ge

rsh

all

ma

ke

reg

ula

r

dis

trib

uti

on

so

fa

ll(o

rsu

ch

low

er

pe

rce

nta

ge

as

de

term

ine

db

yth

eM

an

ag

er

init

sa

bso

lute

dis

cre

tio

n)

of

its

Dis

trib

uta

ble

Inco

me

to

Ho

lde

rsa

tq

ua

rte

rly,

ha

lf-y

ea

rly

or

ye

arl

y

inte

rva

lso

ra

tsu

ch

oth

er

inte

rva

lsa

sth

e

Ma

na

ge

rsh

all

de

cid

ein

its

ab

so

lute

dis

cre

tio

n.

Dis

trib

uti

on

of

Inc

om

e

Th

isa

me

nd

me

nt

isto

su

bje

ct

inco

me

dis

trib

uti

on

sin

rela

tio

nto

Un

its

toth

ete

rms

of

Pre

ferr

ed

Un

its

tha

ta

rein

issu

e.

A-10

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

20

Cla

us

e11

.4–

Fre

qu

en

cy

of

Dis

trib

uti

on

of

Inc

om

e

Fo

rso

lon

ga

sth

eT

rust

isU

nliste

d,

the

Ma

na

ge

rsh

all

ha

ve

the

dis

cre

tio

nto

de

term

ine

the

fre

qu

en

cy

of

ea

ch

dis

trib

uti

on

of

Inco

me

.

Fo

rso

lon

ga

sth

eT

rust

isL

iste

d,

the

Ma

na

ge

r

will

en

de

avo

ur

toe

nsu

reth

at

for

ea

ch

Fin

an

cia

lY

ea

rth

ere

isa

tle

ast

on

ed

istr

ibu

tio

n

an

dth

ela

st

dis

trib

uti

on

co

ve

rsth

ep

eri

od

up

toth

ela

st

da

yo

fth

eF

ina

ncia

lY

ea

r.F

or

ea

ch

Dis

trib

uti

on

Pe

rio

dth

eM

an

ag

er

will

ca

lcu

late

,

an

dth

eT

ruste

ew

ill

dis

trib

ute

,e

ach

Ho

lde

r’s

Dis

trib

uti

on

En

titl

em

en

t,in

acco

rda

nce

wit

h

the

pro

vis

ion

so

fth

isC

lau

se

11

.

Cla

us

e11

.4–

Fre

qu

en

cy

of

Dis

trib

uti

on

of

Inc

om

e

Fo

rso

lon

ga

sth

eT

rust

isU

nliste

d,

the

Ma

na

ge

rsh

all

ha

ve

the

dis

cre

tio

nto

de

term

ine

the

fre

qu

en

cy

of

ea

ch

dis

trib

uti

on

of

Inco

me

.

Fo

rso

lon

ga

sth

eT

rust

isL

iste

d,

su

bje

ct

to

the

rele

va

nt

Pre

ferr

ed

Un

itTe

rms

att

ach

ed

to

su

ch

cla

sse

so

fP

refe

rre

dU

nit

sa

sm

ay

be

in

issu

efr

om

tim

eto

tim

e,

the

Ma

na

ge

rw

ill

en

de

avo

ur

toe

nsu

reth

at

for

ea

ch

Fin

an

cia

l

Ye

ar

the

reis

at

lea

st

on

ed

istr

ibu

tio

na

nd

the

lastd

istr

ibu

tio

nco

ve

rsth

ep

eri

od

up

toth

ela

st

da

yo

fth

eF

ina

ncia

lY

ea

r.F

or

ea

ch

Dis

trib

uti

on

Pe

rio

dth

eM

an

ag

er

will

ca

lcu

late

,

an

dth

eT

ruste

ew

ill

dis

trib

ute

,e

ach

Ho

lde

r’s

Dis

trib

uti

on

En

titl

em

en

t,in

acco

rda

nce

wit

h

the

pro

vis

ion

so

fth

isC

lau

se

11

.

Fre

qu

en

cy

of

Dis

trib

uti

on

Inc

om

e

Th

isa

me

nd

me

nt

isto

su

bje

ct

the

fre

qu

en

cy

of

inco

me

dis

trib

uti

on

sin

rela

tio

nto

Un

its

toth

e

term

so

fP

refe

rre

dU

nit

sth

at

are

inis

su

e.

21

Cla

us

e11

.5.3

–D

istr

ibu

tio

nE

nti

tle

me

nt

Ea

ch

Ho

lde

r’s

Dis

trib

uti

on

En

titl

em

en

tis

tob

e

de

term

ine

din

acco

rda

nce

wit

hth

efo

llo

win

g

form

ula

:

DE

=D

AX

UH

UI

Wh

ere

:

“DE

”is

the

Dis

trib

uti

on

En

titl

em

en

t;

Cla

us

e11

.5.3

–D

istr

ibu

tio

nE

nti

tle

me

nt

Ea

ch

Ho

lde

r’s

Dis

trib

uti

on

En

titl

em

en

tis

tob

e

de

term

ine

din

acco

rda

nce

wit

hth

efo

llo

win

g

form

ula

:

DE

=(D

A–

PD

)X

UH

UI

Wh

ere

:

“DE

”is

the

Dis

trib

uti

on

En

titl

em

en

t;

Dis

trib

uti

on

En

titl

em

en

t

Th

isa

me

nd

me

nt

isto

su

bje

ct

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dis

trib

uti

on

en

titl

em

en

to

fU

nit

ho

lde

rsto

the

term

so

f

Pre

ferr

ed

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its

tha

ta

rein

issu

e.

A-11

No

.E

xis

tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

“DA

”is

the

Dis

trib

uti

on

Am

ou

nt;

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the

nu

mb

er

of

Un

its

he

ldb

yth

e

Ho

lde

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se

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sin

ess

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co

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ate

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rele

va

nt

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trib

uti

on

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rio

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ste

dto

the

exte

nt

he

ise

nti

tle

dto

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rtic

ipa

tein

the

Dis

trib

uti

on

Am

ou

nt;

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d

“UI”

isth

en

um

be

ro

fU

nit

sin

issu

ein

the

Tru

st

at

the

clo

se

of

bu

sin

ess

on

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Re

co

rdD

ate

for

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va

nt

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trib

uti

on

Pe

rio

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ste

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nt

the

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lde

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en

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ed

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rtic

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trib

uti

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ou

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Dis

trib

uti

on

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ou

nt;

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the

nu

mb

er

of

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its

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ldb

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e

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lde

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ess

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co

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nt

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trib

uti

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rio

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nt

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ise

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tle

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rtic

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trib

uti

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ou

nt;

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d

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en

um

be

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sin

issu

ein

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st

at

the

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ess

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nt

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rio

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nt

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d

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aya

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or

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ido

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Pre

ferr

ed

Un

its

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efo

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ere

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nt

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trib

uti

on

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rio

d.

22

Cla

us

e11

.10

.1–

Ca

teg

ori

es

an

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so

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Inc

om

e

Fo

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ory

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me

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Ma

na

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se

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un

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ca

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ein

co

me

fro

ma

ny

ca

teg

ory

or

so

urc

eto

an

yH

old

er.

Cla

us

e11

.10

.1–

Ca

teg

ori

es

an

dS

ou

rce

so

f

Inc

om

e

Fo

ra

ny

ca

teg

ory

or

so

urc

eo

fin

co

me

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Ma

na

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se

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acco

un

tsa

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ca

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co

me

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ma

ny

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teg

ory

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old

er,

Pre

ferr

ed

Un

ith

old

er

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lde

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(wh

ere

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plica

ble

).

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we

rto

All

oc

ate

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om

eto

Pre

ferr

ed

Un

ith

old

ers

Th

isa

me

nd

me

nt

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vid

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e

allo

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no

fin

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me

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rre

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nit

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lde

rs.

A-12

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.E

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tin

gC

lau

se

sP

rop

os

ed

Ne

wC

lau

se

sR

ati

on

ale

23

Cla

us

e2

6.5

–M

an

ne

ro

fL

iqu

ida

tio

n

Up

on

the

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st

be

ing

term

ina

ted

the

Tru

ste

e

sh

all,

su

bje

ct

toa

uth

ori

sa

tio

ns

or

dir

ecti

on

s(i

f

an

y)

giv

en

toit

by

the

Ma

na

ge

ra

nd

/or

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lde

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nd

pu

rsu

an

tto

the

irp

ow

ers

co

nta

ine

din

Sch

ed

ule

1,

pro

ce

ed

as

follo

ws:

26

.5.1

the

Tru

ste

esh

all

se

lla

llIn

ve

stm

en

ts

the

nre

ma

inin

gin

its

ha

nd

sa

sp

art

of

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De

po

sit

ed

Pro

pe

rty

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all

rep

ay

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ow

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ecte

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(to

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wit

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ny

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rest

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ed

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t

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ain

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id)

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bilit

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sp

ect

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ce

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e

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lde

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willb

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te

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nd

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ity

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en

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.

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ch

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Cla

us

e2

6.5

–M

an

ne

ro

fL

iqu

ida

tio

n

Su

bje

ct

toth

ere

leva

nt

Pre

ferr

ed

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itTe

rms

att

ach

ed

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ch

cla

sse

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fP

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rre

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sa

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ma

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ein

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om

tim

eto

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e,

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po

nth

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st

be

ing

term

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ste

esh

all,

su

bje

ct

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ns

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ny)

giv

en

toit

by

the

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na

ge

ra

nd

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lde

rs

an

dp

urs

ua

nt

toth

eir

po

we

rsco

nta

ine

din

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ed

ule

1,

pro

ce

ed

as

follo

ws:

26

.5.1

the

Tru

ste

esh

all

se

lla

llIn

ve

stm

en

ts

the

nre

ma

inin

gin

its

ha

nd

sa

sp

art

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po

sit

ed

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pe

rty

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rep

ay

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ecte

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e

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st

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se

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.12

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e

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lde

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dit

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ere

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ma

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te

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al

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nti

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en

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nd

er

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nn

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nd

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nt

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bje

ct

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ma

nn

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of

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uid

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on

of

OU

EC

-RE

ITto

the

term

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fth

e

Pre

ferr

ed

Un

its

tha

ta

rein

issu

e.

A-13

No

.E

xis

tin

gC

lau

se

sP

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os

ed

Ne

wC

lau

se

sR

ati

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rrie

do

ut

an

dco

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lete

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su

ch

ma

nn

er

an

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ith

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pe

rio

da

fte

r

the

term

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tio

no

fth

eT

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sso

on

as

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cti

ca

ble

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ny

am

ou

nt

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ya

ble

in

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ect

of

fee

s,

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sts

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de

xp

en

se

s

ch

arg

ed

by

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De

po

sit

ory

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de

rth

e

De

po

sit

ory

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rvic

es

Te

rms

an

d

Co

nd

itio

ns

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y

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en

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osit

ory

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all

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ke

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the

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ith

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se

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red

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dit

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osit

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ru

nse

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ect

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ain

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.O

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om

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y

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trib

uti

on

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em

ad

eto

Ho

lde

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eq

ua

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nti

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en

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lia

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po

sit

ory

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de

rsu

ch

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de

xp

en

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ue

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e

De

po

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ory

.S

uch

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all

be

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rrie

do

ut

an

dco

mp

lete

da

s

so

on

as

pra

cti

ca

ble

;

26

.5.2

the

Tru

ste

esh

all

fro

mti

me

toti

me

dis

trib

ute

toth

eH

old

ers

an

dth

e

De

po

sit

ory

inre

sp

ect

of

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po

sit

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ort

ion

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eir

resp

ecti

ve

inte

rests

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eD

ep

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ed

Pro

pe

rty

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ne

tC

ash

pro

ce

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s

de

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om

the

rea

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no

fth

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rrie

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ut

an

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ch

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ith

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fte

r

the

term

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tio

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eT

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on

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ca

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ny

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ou

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ya

ble

in

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ect

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fee

s,

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de

xp

en

se

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ch

arg

ed

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De

po

sit

ory

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de

rth

e

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po

sit

ory

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rvic

es

Te

rms

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d

Co

nd

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ns

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ny

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em

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y

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en

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ep

osit

ory

sh

all

be

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ke

dto

ge

the

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ith

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se

cu

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ory

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k

eq

ua

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llo

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ru

nse

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sp

ect

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ain

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.O

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om

an

y

dis

trib

uti

on

tob

em

ad

eto

Ho

lde

rsa

n

am

ou

nt

eq

ua

lto

an

yco

nti

ng

en

t

lia

bilit

yto

the

De

po

sit

ory

un

de

rsu

ch

ind

em

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ch

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de

xp

en

se

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ue

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e

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po

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be

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rrie

do

ut

an

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mp

lete

da

s

so

on

as

pra

cti

ca

ble

;

26

.5.2

the

Tru

ste

esh

all

fro

mti

me

toti

me

dis

trib

ute

toth

eH

old

ers

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e

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po

sit

ory

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ect

of

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ort

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pro

ce

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s

de

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om

the

rea

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e

A-14

No

.E

xis

tin

gC

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se

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ed

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se

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se

26

full

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en

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26

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A-15

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A-16

The form of the new schedule to be inserted into the Trust Deed upon Unitholders’ approval of the

resolution relating to the proposed Trust Deed Supplement (Resolution 2) is as set out below.

Schedule 2

General Provisions relating to the Preferred Units

The Preferred Units shall have the following rights and be subject to the following restrictions:

1. Interpretation

1.1 Definitions

Unless the context otherwise requires, the following words or expressions shall have the

meaning respectively assigned to them, namely:

“Agent” means any one or more agents as may from time to time be appointed by the

Manager or the Trustee to administer the procedures relating to the Preferred Units;

“Conversion Notice” means, where applicable, the notice issued by the Manager and/or a

Preferred Unitholder of the relevant class of Preferred Units for the purposes of converting

all (or part) of the Preferred Units of such class held by such Preferred Unitholder into Units;

“Conversion Right” means, where applicable, the right of a Preferred Unitholder of the

relevant class of Preferred Units to convert any Preferred Unit of such class into Units;

“General Preferred Unit Terms” means the general terms and conditions governing the

offer and issue of the Preferred Units from time to time, as contained in this Schedule 2;

“Permitted Reorganisation” means a solvent reconstruction, amalgamation,

reorganisation, merger or consolidation whereby all or substantially all the business,

undertaking and assets of the Trust which are held by the Trustee are transferred to a

successor entity which assumes all the obligations of the Trustee and/or the Manager (as

the case may be) in relation to the Preferred Units;

“Preferred Distribution” means the preferential distribution which may be declared by the

Manager in its sole discretion and paid in respect of the relevant class of Preferred Units;

“Preferred Distribution Date” means such date on which the Preferred Distribution for the

relevant Preferred Distribution Period shall be paid;

“Preferred Distribution Period” means each period for which the Preferred Distribution

shall accrue in respect of a Preferred Unitholder of the relevant class of Preferred Units;

“Preferred Unit” means one preferred unit in the Trust of any class issued from time to time

in accordance with the Preferred Unit Terms attached to the relevant class of Preferred

Units;

“Preferred Unit Conversion Taxes” means, where applicable, the Taxes and capital,

stamp, issue and registration duties (i) arising on conversion of the Preferred Units of the

relevant class (other than any Taxes or capital or stamp duties payable in Singapore and,

if relevant, in the place of the Recognised Stock Exchange, by the Manager and/or the Trust

(as the case may be) in respect of the allotment and issue of Units and listing of the Units

A-17

on the SGX-ST or a Recognised Stock Exchange on conversion) or (ii) arising by reference

to any disposal or deemed disposal of a Preferred Unit of such class in connection with such

conversion;

“Preferred Unit Depositor” means:

(a) a direct account holder with the Depository; or

(b) a Depository Agent, but for the avoidance of doubt, does not include a Sub-Account

Holder,

whose name is entered in the Preferred Unit Depository Register in respect of the Preferred

Units held by him;

“Preferred Unit Depository Register” means the electronic register of the relevant class

of Preferred Units deposited with the Depository maintained by the Depository;

“Preferred Unit Joint Holders” means such persons for the time being entered in the

Register of Preferred Unitholders as joint Preferred Unitholders in respect of a Preferred

Unit, either as Preferred Unit Joint-All Holders or Preferred Unit Joint-Alternate Holders;

“Preferred Unit Joint-All Holders” means Preferred Unit Joint Holders whose mandate the

Manager and the Trustee shall act upon only if given by all of the Preferred Unit Joint

Holders or, where any Preferred Unit Joint-All Holder is a Minor, where the mandate is given

by all of the adult Joint-All Holder(s);

“Preferred Unit Joint-Alternate Holders” means Preferred Unit Joint Holders whose

mandate the Manager and the Trustee shall act upon if given by any of the Preferred Unit

Joint Holders (other than a Minor);

“Preferred Unit Terms” means the General Preferred Unit Terms and Specific Preferred

Unit Terms;

“Preferred Unitholder” means, in relation to any class of Preferred Units which are

Unlisted, a registered holder for the time being of that class of Preferred Units including

persons so registered as Preferred Unit Joint Holders, and in relation to Preferred Units

which are Listed on the SGX-ST, means the Depository, and the term “Preferred

Unitholder” shall, in relation to any class of Preferred Units which are Listed and registered

in the name of the Depository, mean, where the context requires (including without

limitation, the redemption or conversion of that class of Preferred Units, where applicable),

a Preferred Unit Depositor provided that for the purposes of meetings of Preferred

Unitholders, such Preferred Unitholder shall mean a Preferred Unit Depositor as shown in

the records of the Depository 48 hours prior to the time of a meeting of Preferred

Unitholders, supplied by the Depository to the Manager;

“Priority Amount” means such amount which the Preferred Unitholder of the relevant class

of Preferred Units shall be entitled to receive upon the dissolution or winding up of the Trust;

“Register of Preferred Unitholders” means the register of Preferred Unitholders holding

such class of Preferred Units from time to time in issue maintained by or on behalf of the

Trustee;

“Registrar” means such person as may from time to time be appointed by the Trustee to

keep and maintain the Register of Preferred Unitholders;

A-18

“Registration Date” means the date on which the person or persons designated in the

Conversion Notice shall become the holder of record of the number of Units issuable upon

conversion, such date being (i) the date the relevant Units are credited to his or their

respective accounts with the Depository (for so long as the Units are Listed on the SGX-ST)

or (ii) the date of registration of such person or persons as holders in the Register (if the

Units are not Listed on the SGX-ST);

“Securities Account” means a securities account maintained by a Preferred Unit Depositor

with the Depository;

“Specific Preferred Unit Terms”, in relation to a class of Preferred Units, means any

specific terms and conditions governing the offer and issue of such class of Preferred Units,

as may be determined by the Manager at its sole discretion pursuant to the General

Preferred Unit Terms;

“Statement of Holdings” shall have the meaning ascribed to it in paragraph 6.4 of this

Schedule 2; and

“Transfer Instrument” means the instrument of transfer, in such form as the Manager and

the Trustee may from time to time approve, to be signed by the transferor and transferee

and delivered to the Manager at its registered office for the purposes of effecting a transfer

of Preferred Units of the relevant class.

For the purposes of this Schedule 2, capitalised terms not specifically defined in this

paragraph 1.1 shall have the meanings ascribed to them in Clause 1.1 of this Deed.

1.2 Miscellaneous Construction

Words importing the singular number only shall include the plural and vice versa; words

importing the masculine gender only shall include the feminine and neuter genders and

vice versa; words importing persons include corporations; the words “written” or “in

writing” include printing, engraving, lithography, or other means of visible reproduction or

partly one and partly the other. References to “Clauses” and the “Schedule” are to be

construed as references to the clauses of and the schedule to this Deed. The word

“including” or “includes” means, depending on the context, “including but not limited to” or

“including without limitation”.

1.3 Headings

The headings in this Schedule 2 are for convenience only and shall not affect the

construction hereof.

2. Issue of Preferred Units

2.1 General

2.1.1 Subject to the provisions of this Deed and any Relevant Laws, Regulations and

Guidelines, the Manager shall have the exclusive right to effect for the account of

the Trust the issue of Preferred Units (whether on an initial issue of Units, a rights

issue, an issue of new Units otherwise than by way of a rights issue or otherwise)

from time to time, in one or more classes, to any person(s) (including, without

limitation, itself and/or its Related Parties) with the prior approval of Holders by way

of an Ordinary Resolution at a meeting of Holders.

A-19

2.1.2 The Preferred Units of each class shall be issued in accordance with the Preferred

Unit Terms relating to such class of Preferred Units, provided that the Preferred

Units of each class shall have the key characteristics set out in paragraph 2.1.3

below.

2.1.3 The Preferred Units of each class:

(i) shall, in respect of the entitlement to participate in the distributions of the Trust,

rank:

(a) junior to all securities, ownership interests and obligations of the Trust

that are expressed to rank senior to the Preferred Units of such class;

(b) pari passu with (1) each other and (2) all securities, ownership interests

and obligations of the Trust that are expressed to rank pari passu with the


(c) senior to the Units;

(ii) shall, in respect of the entitlement to participate in the Deposited Property in

the event of any dissolution or winding up of the Trust (other than pursuant to

a Permitted Reorganisation), rank:

(a) junior to (1) all debt (including subordinated debt) of the Trust, and (2) all

securities, ownership interests and obligations of the Trust that are

expressed to rank senior to the Preferred Units of such class;

(b) pari passu with (1) each other and (2) all securities, ownership interests

and obligations of the Trust that are expressed to rank pari passu with the


(c) senior to the Units;

(iii) shall have no voting rights attached to them in respect of voting at meetings of

Holders save in the following circumstances:

(a) during such period as the distributions so declared in respect of the

Preferred Units of such class or any part thereof remains in arrears and

unpaid for at least 12 months after the date when distributions in respect

of the Preferred Units of that class should otherwise have been paid if

declared by the Manager;

(b) in respect of any resolution which varies or abrogates any right,

preference or privilege of the Preferred Units of such class (including,

without limitation, the authorisation, creation or issue of any securities,

ownership interests or obligations of the Trust ranking senior to or pari

passu the Preferred Units of such class as to the entitlement to

participate in the distributions of the Trust and/or (in the event of any

dissolution or winding up of the Trust) the Deposited Property); or

(c) in respect of any resolution for the dissolution or winding up of the Trust;

A-20

(iv) shall entitle the Preferred Unitholders of such class to receive Preferred

Distributions which may be cumulative or non-cumulative, if the Manager

elects at its sole discretion to declare such Preferred Distributions;

(v) may restrict the declaration of distributions in respect of the Units or return of

capital to Unitholders in the event that the Preferred Distributions in respect of

any Preferred Distribution Period are not declared in full, or may not have any

such restrictions;

(vi) may be perpetual or have a fixed term;

(vii) may be Listed or Unlisted;

(viii) may be freely redeemable, in full or in part, at the option of the Manager and/or

the relevant Preferred Unitholders, may be subject to restrictions on

redemption, or may not be redeemable at all;

(ix) may be freely convertible, in full or in part, into Units at the option of the

Manager and/or the relevant Preferred Unitholders, may be subject to

restrictions on conversion, or may not be convertible at all; and

(x) may be freely transferable, may be subject to restrictions on transfer, or may

not be redeemable at all,

and where relevant, the specific terms relating to such key characteristics shall be

separately determined in respect of each class of Preferred Units.

2.1.4 Without prejudice to the foregoing, subject to any Relevant Laws, Regulations and

Guidelines, in relation to any class of Preferred Units which are convertible into

Units, the Manager has the full power and authority to issue Units pursuant to a

conversion of one or more of the relevant Preferred Unit(s) in accordance with the

Preferred Unit Terms relating to such class of Preferred Units.

2.2 Issue Price

The issue price of a Preferred Unit in each class of Preferred Units shall be separately

determined in respect of the relevant class of Preferred Units.

2.3 No Fractions

No fractions of a Preferred Unit shall be issued (whether on an initial issue of Preferred

Units, a rights issue, an issue of new Preferred Units otherwise than by way of a rights issue

or otherwise) or, where applicable, redeemed or converted. In issuing the number of

Preferred Units as corresponding to the relevant subscription proceeds (if any), the

Manager shall, in respect of each Preferred Unitholder’s entitlement to the Preferred Units,

round down to the nearest whole Preferred Unit and any balance arising from rounding

down shall be retained as part of the Deposited Property. In redeeming or converting any

Preferred Units, the Manager shall, at its sole discretion, be entitled to round up or down

any fractional Preferred Units to the nearest whole number or to disregard such fractions.

A-21

3. Binding Effect of this Deed and the Preferred Unit Terms

3.1 The General Preferred Unit Terms, which shall comprise the provisions of this Schedule 2

(read with the other provisions of this Deed, to the extent applicable and not inconsistent,

in which case the express provisions contained in this Schedule 2 shall prevail) shall,

together with the Specific Preferred Unit Terms relating to the relevant class of Preferred

Units, set out all the terms governing the relevant class of Preferred Units and shall be

binding on each Preferred Unitholder of such class. In the event and to the extent of any

conflict or inconsistency between the provisions expressly contained in this Schedule 2

(read with the other provisions of this deed as aforementioned) and the Specific Preferred

Unit Terms, the latter shall prevail.

3.2 A copy of the Preferred Unit Terms (including any modifications and/or supplements

thereto) will be made available for inspection, together with a copy of this Deed, at the

respective registered offices of the Trustee and the Manager at all times during usual

Business Hours.

4. Length of Term

The term of the Preferred Units of each class shall be separately determined in respect of

the relevant class of Preferred Units.

5. Listing

The Preferred Units of each class may be Listed or Unlisted. Any listing of the Preferred

Units of the relevant class (and the terms and conditions relating to such listing, if any) shall

be separately determined in respect of each class of Preferred Units.

6. No Certificates

6.1 No certificate shall be issued to the Preferred Unitholders by either the Manager or the

Trustee in respect of any class of Preferred Units (whether Listed or Unlisted) issued to the

Preferred Unitholders. Where the Preferred Units of the relevant class are Listed on the

SGX-ST, the Manager and the Trustee shall, pursuant to the Depository Services Terms and

Conditions, appoint the Depository as the Preferred Units depository for the Trust, and all

Preferred Units issued will be deposited with the Depository and represented by entries in

the Register of Preferred Unitholders in the name of the Depository as the registered

Preferred Unitholder thereof.

6.2 Where the Preferred Units of the relevant class are Listed on the SGX-ST, the Manager, or

the Agent appointed by the Manager, shall issue to the Depository, not more than 10

Business Days after the issue of the Preferred Units, a confirmation note confirming their

holdings of such Preferred Units (it being understood that such confirmation note shall

prima facie be deemed to be a certificate evidencing title to the Units issued to or held by

the Depository).

6.3 Where the Preferred Units of the relevant class are Listed on the SGX-ST and registered

in the Register of Preferred Unitholders in the name of, and deposited with, the Depository

as the registered Preferred Unitholder, the Manager will endeavour to ensure that the

Depository will, within the relevant periods, issue to each Preferred Unit Depositor of the

relevant class of Preferred Units the relevant confirmation notes, monthly statements and

statements of account on account of transactions in Preferred Units of such class

completed in respect of the relevant Preferred Unit Depositor’s Securities Account.

A-22

6.4 Where the Preferred Units of the relevant class are Unlisted, the Manager or the Agent

appointed by the Manager shall (i) issue to each Preferred Unitholder of that class not more

than one month after the allotment of any such class of Preferred Units a confirmation note

confirming the allotment, such confirmation note shall prima facie be deemed to be a

certificate evidencing title to the Preferred Units issued; and (ii) issue to each Preferred

Unitholder, on a calendar quarterly basis (or such other period as may be agreed between

the Manager and the Trustee), a statement of holdings relating to the Preferred Units

(“Statement of Holdings”). A Statement of Holdings in respect of the Preferred Units of the

relevant class shall:

(i) be dated and specify the number of Preferred Units of that class held by each

Preferred Unitholder of that relevant class in respect of the preceding quarter (or such

other relevant period) and the transactions in respect of the Preferred Units of the

relevant class, and

(ii) be in such form as may from time to time be agreed between the Manager and the

Trustee.

7. Record of Preferred Unitholders

7.1 Registrar

The Trustee may, with the approval of the Manager, at any time and from time to time

appoint the Registrar on its behalf to keep and maintain the Register of Preferred

Unitholders. The fees and expenses of the Registrar (as may be agreed from time to time

between the Manager, the Trustee and the Registrar) shall be payable out of the Deposited

Property.

7.2 Register of Preferred Unitholders

All Preferred Units issued or held from time to time by any person as a Preferred Unitholder

will be represented by entries in an up-to-date Register of Preferred Unitholders kept in

Singapore by the Trustee or the Registrar in accordance with the Relevant Laws,

Regulations and Guidelines. The Register of Preferred Unitholders must be maintained at

all times whether the Preferred Units are Listed or Unlisted. The Trustee or the Registrar

shall record each Preferred Unitholder as the registered holder of Preferred Units held by

such Preferred Unitholder.

7.3 Information in the Register of Preferred UnithoIders

There shall be entered in the Register of Preferred Unitholders, in respect of each person

who becomes a Preferred Unitholder or who has ceased to be a Preferred Unitholder, the

following information as soon as practicable after the Trustee or the Registrar receives the

following relevant information:

(i) the names and addresses of the Preferred Unitholders;

(ii) the number of Preferred Units of each class held by each Preferred Unitholder;

(iii) the date on which every such person entered in respect of the Preferred Units standing

in his name became a Preferred Unitholder and where he became a Preferred

Unitholder by virtue of an instrument of transfer a sufficient reference to enable the

name and address of the transferor to be identified;

A-23

(iv) the date on which any transfer is registered and the name and address of the

transferee; and

(v) (where applicable) the date on which any Preferred Units have been redeemed or

converted into Units.

7.4 Discrepancies

The entries in the Register of Preferred Unitholders shall (save in the case of manifest

error) be conclusive evidence of the number of Preferred Units held by each Preferred

Unitholder and, in the event of any discrepancy between the entries in the Register of

Preferred Unitholders and the details appearing on any confirmation note issued to the

Preferred Unitholder, the entries in the Register of Preferred Unitholders shall prevail

unless the Preferred Unitholder proves, to the satisfaction of the Manager and the Trustee,

that the Register of Preferred Unitholders is incorrect.

7.5 Change of Name or Address

Any change of name or address on the part of any Preferred Unitholder shall forthwith be

notified to the Manager in writing or in such other manner as the Manager may approve. If

the Manager is satisfied with the change in name or address and that all formalities as may

be required by the Manager have been complied with, the Manager shall notify the Trustee

or the Registrar of the same and the Trustee or the Registrar shall alter or cause to be

altered the Register of Preferred Unitholders accordingly.

7.6 Inspection of the Register of Preferred Unitholders

7.6.1 Except when the Register of Preferred UnithoIders is closed in accordance with

paragraph 7.7 of this Schedule 2, the Register of Preferred Unitholders shall during

Business Hours (subject to such reasonable restrictions as the Trustee may impose

but so that not less than two hours in each Business Day shall be allowed for

inspection) be open to the inspection of any Preferred Unitholder without charge.

7.6.2 If the Register of Preferred Unitholders is kept on magnetic tape or in accordance

with some mechanical or electrical system, the provisions of paragraph 7.6.1 above

may be satisfied by the production of legible evidence of the contents of the

Register of Preferred Unitholders.

7.7 Closure of the Register of Preferred Unitholders

Subject to the Relevant Laws, Regulations and Guidelines, the Register of Preferred

Unitholders may be closed at such times and for such periods as the Trustee may from time

to time determine, provided that the Register of Preferred Unitholders must not be closed

for more than 30 days in any one Year.

8. Preferred Units to be Held Free from Equities

A Preferred Unitholder entered in the Register of Preferred Unitholders as the registered

holder of Preferred Units shall be the only person recognised by the Trustee or by the

Manager as having any right, title or interest in or to the Preferred Units registered in his

name. The Manager may recognise the relevant Preferred Unitholder as absolute owner of

the Preferred Units and shall not be bound by any notice to the contrary or to take notice

of or to see to the execution of any trust, express, implied or constructive, save as herein

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expressly provided or save as required by some court of competent jurisdiction to recognise

any trust or equity or other interest affecting the title to any Preferred Units. No notice of any

trust shall be entered on the Register of Preferred Unitholders.

9. Preferred Unit Joint Holders

Where Preferred Unit Joint Holders are registered as Preferred Unitholders, they are, for

the purposes of the administration of the Trust and not otherwise, deemed to hold the

relevant Preferred Units as joint holders, on the following conditions:

(i) except when otherwise required by the Listing Rules or any other Relevant Laws,

Regulations and Guidelines, the Manager is not bound to register more than three

persons as the Preferred Unit Joint Holders of the Preferred Units;

(ii) the Preferred Unit Joint Holders are jointly and severally liable in respect of all

payments, including payment of Tax, which ought to be made in respect of the

Preferred Units;

(iii) on the death of any one of the Preferred Unit Joint Holder and subject to any Relevant

Laws, Regulations and Guidelines, the survivor or survivors, upon producing such

evidence of death as the Manager or the Trustee may require, shall be the only person

or persons whom the Trustee and the Manager will recognise as having any title to the

Preferred Units, PROVIDED THAT where the sole survivor is a Minor, the Manager or

the Trustee shall act only on the requests, applications or instructions of the surviving

Minor after he attains the age of 18 years and shall not be obligated to act on the

requests, applications or instructions of the heirs, executors or administrators of the

deceased Preferred Unit Joint Holder, and shall not be liable for any claims or

demands whatsoever by the heirs, executors or administrators of the deceased

Preferred Unit Joint Holder, the Minor Preferred Unit Joint Holder or the Minor

Preferred Unit Joint Holder’s legal guardian in omitting to act on any request,

application or instruction given by any of them (in the case of the Minor, before he

attains the age of 18 years);

(iv) any one of the Preferred Unit Joint Holders may give an effective receipt which will

discharge the Trustee or the Manager in respect of any payment or distribution in

respect of the Preferred Units;

(v) the Preferred Unit Joint Holders of a Preferred Unit are counted as a single Preferred

Unitholder of the relevant Preferred Unit for the purposes of calculating the number of

Preferred Unitholders or requisitionists who have requisitioned for a meeting of

Unitholders; and

(vi) only the person whose name appears first in the Register of Preferred Unitholders as

one of the Preferred Unit Joint Holders is entitled to delivery of any notices, cheques

or communications from the Trustee or the Manager, and any notice, cheque or

communication given to that person is deemed to be given to all the Preferred Unit

Joint Holders.

10. Minors

10.1 A Minor shall not be registered as:

(i) a sole Preferred Unitholder; or

(ii) a Preferred Unit Joint-Alternate Holder.

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10.2 A Minor may be registered as a Preferred Unit Joint-All Holder if each of the other Preferred

Unit Joint-All Holders is a person who has attained the age of 18 years.

10.3 If one of the Preferred Unit Joint-All Holders is a Minor, the Manager and the Trustee need

only act on the instructions given by the other Preferred Unit Joint-All Holder or Preferred

Unit Joint-All Holders who has or have attained the age of 18 years.

11. Obligations of the Manager and the Trustee

Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant

class of Preferred Units, neither the Trustee nor the Manager owes any obligation to the

Preferred Unitholder other than the obligation to comply with the Preferred Unit Terms

relating to the relevant class of Preferred Units.

12. Rights, Benefits and Obligations of Preferred Unitholders

12.1 All rights, benefits and obligations contained in the Preferred Unit Terms relating to the

relevant class of Preferred Units shall apply for the benefit of and bind each relevant

Preferred Unitholder.

12.2 A Preferred Unitholder has no equitable or proprietary interest in the Deposited Property

and is not entitled to the transfer to it of the Deposited Property or any part of the Deposited

Property or of any estate or interest in the Deposited Property or any part of the Deposited

Property.

12.3 Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant

class of Preferred Units, a Preferred Unitholder has no other rights against the Trust, the

Trustee and/or the Manager other than the right to enforce the Preferred Unit Terms relating

to the relevant class of Preferred Units against the Trustee and/or the Manager and to enjoy

the benefits conferred on the Preferred Unitholder under the relevant Preferred Unit Terms

relating to such class of Preferred Units.

12.4 The rights and benefits of the Holders are subject to the Preferred Unit Terms relating to any

class of Preferred Units in issue from time to time. Where the interests of Preferred

Unitholders and Holders conflict, the Manager and the Trustee must prefer the interests of

the Preferred Unitholders.

13. No Further Liability

13.1 Save as otherwise expressly provided in the Preferred Unit Terms relating to the relevant

class of Preferred Units, the liability of each Preferred Unitholder in his capacity as such is

limited to the Preferred Unitholder’s investment in the Trust.

13.2 A Preferred Unitholder is not required to indemnify the Manager or the Trustee (or a creditor

of either or both of them) against any liability of the Trustee or the Manager in respect of

the Trust.

13.3 Nothing in or under this Deed makes either the Trustee or the Manager an agent of a

Preferred Unitholder.

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14. Preferred Distributions

14.1 Entitlement to Preferred Distributions

14.1.1 The Preferred Units of each class shall entitle the relevant Preferred Unitholders to

receive a Preferred Distribution in respect of each Preferred Distribution Period if

and only if the Manager elects to declare such Preferred Distribution pursuant to the

exercise of its discretion under paragraph 14.1.3 below. The terms and conditions

relating to the declaration and payment of Preferred Distributions in respect of the

Preferred Units of each class, including but not limited to:

(i) the nature of the Preferred Distribution (including, without limitation, whether

the Preferred Distributions are to be non-cumulative or cumulative);

(ii) the source of income from which the Preferred Distributions may be declared

(including, without limitation, whether the Preferred Distributions are to be

declared out of income derived from the Deposited Property);

(iii) the amount of Preferred Distributions which the relevant Preferred Unitholders

are entitled to receive; and

(iv) the frequencies of, and intervals between, payments of the Preferred

Distributions to the relevant Preferred Unitholders;

shall be separately determined in respect of each class of Preferred Units.

14.1.2 The Preferred Units of each class shall, in respect of the entitlement to participate

in the distributions of the Trust, rank:

(i) junior to all securities, ownership interests and obligations of the Trust that are

expressed to rank senior to the Preferred Units of the relevant class;

(ii) pari passu with (a) each other and (b) all securities, ownership interests and

obligations of the Trust that are expressed to rank pari passu with the

Preferred Units of the relevant class; and


14.1.3 Any decision regarding the declaration of any Preferred Distribution in respect of

any Preferred Distribution Period shall be at the sole and absolute discretion of the

Manager.

14.2 Distribution and Capital Stopper

The Preferred Unit Terms relating to each class of Preferred Units may restrict the

declaration of distributions in respect of the Units and/or return of capital to UnithoIders in

the event that any Preferred Distribution is not declared in full, or may not contain any such

restrictions. Any such restrictions which may be imposed (and the terms and conditions of

such restrictions, if any) shall be separately determined in respect of each class of

Preferred Units.

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14.3 Payment of Preferred Distribution

14.3.1 No Preferred Distribution or any part thereof shall become due or payable on any

such Preferred Distribution Date unless the Manager has declared or resolved to

pay the Preferred Distribution on that Preferred Distribution Date.

14.3.2 For the purpose of identifying the persons who are entitled to the Preferred

Distribution payable in respect of any Preferred Distribution Period, the persons

who are Preferred Unitholders on the record date for that Preferred Distribution

Period have an absolute, vested and indefeasible interest in the relevant Preferred

Distribution.

14.3.3 The Manager and the Trustee may retain from each Preferred Unitholder’s

Preferred Distribution all amounts which:

(i) equal any amount of Tax which has been paid or which the Manager

determines is or may be payable by the Trustee or the Manager in respect of

the portion of the income of the Trust attributable to such Preferred Unitholder

or the amount of the distribution otherwise distributable to such Preferred

Unitholder;

(ii) are required to be deducted by law, the Tax Ruling, this Deed and/or any other

Preferred Unit Terms relating to the relevant class of Preferred Units; or

(iii) are payable by the Preferred Unitholder to the Trustee or the Manager,

and the Manager must notify each Preferred Unitholder, following the end of each

Financial Year, of any amounts deducted under paragraphs 14.3.3(i) and 14.3.3(ii)

above.

14.4 Preferred Unitholder Notification

14.4.1 Each Preferred Unitholder must, as and when required by the Manager, provide

such information as to his place of residence for taxation purposes as the Manager

may from time to time determine.

14.4.2 The Trustee and the Manager shall be entitled to rely absolutely on any declaration

of tax residence which may be received from a Preferred Unitholder or applicant for

Preferred Units.

14.5 Tax Declaration Forms and Tax Distribution Vouchers

14.5.1 The Manager shall, where necessary before a Preferred Distribution is paid, issue

to a Preferred Unitholder a tax declaration form in a form approved by the Trustee

and/or the IRAS for the purpose of that Preferred Unitholder declaring his tax status.

14.5.2 The Manager and the Trustee may rely on any representation made by a Preferred

Unitholder as to his tax status made on each relevant tax declaration form returned

to the Manager (or its Agent) or the Trustee to determine whether or not to deduct

Tax from the Preferred Distribution which that Preferred Unitholder is entitled to

receive.

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14.5.3 If a Preferred Unitholder fails to make a declaration in time for a Preferred

Distribution, the Manager and the Trustee shall deduct the appropriate amount of

tax with respect to the Preferred Distribution which that Preferred Unitholder is

entitled to receive.

14.5.4 After a Preferred Distribution has been paid, the Trustee shall where necessary

issue to each Preferred Unitholder a tax distribution voucher prepared by the

Manager in a form approved by the Trustee and/or the IRAS.

14.5.5 In the case of any Preferred Distribution made or on termination of the Trust, each

tax distribution voucher shall show what proportion of the Preferred Distribution

represents capital, what proportion represents income exempt from Singapore

income tax or income subject to Singapore income tax and what proportion

represents the portion of any Tax payable by the Trustee on income and gains

attributable to the Preferred Unitholders.

14.6 No Further Rights to Participate in Distributions

Save as expressly set out in the Preferred Unit Terms relating to the relevant class of

Preferred Units, the Preferred Units shall not confer any right or claim as regards

participation in any distribution of the Trust.

15. Liquidation of the Trust

15.1 Ranking

15.1.1 In the event of the commencement of any dissolution or winding up of the Trust

(other than pursuant to a Permitted Reorganisation), the Preferred Units of each

class shall, in respect of participation in the Deposited Property, rank:

(i) junior to (a) all debt of the Trust (including, without limitation all amounts due

under Clause 26.5 of this Deed, all costs of the Trustee (including, but not

limited to, liabilities owed to any Preferred Unitholder or Unitholder who is a

creditor of the Trust) and all subordinated debt), and (b) all securities,

ownership interests and obligations of the Trust that are expressed to rank

senior to the Preferred Units;

(ii) pari passu with (a) each other and (b) all securities, ownership interests and

obligations of the Trust that are expressed to rank pari passu with the

Preferred Units; and


15.1.2 The Priority Amount which Preferred Unitholders are entitled to receive upon a

dissolution or winding up of the Trust shall be separately determined in respect of

each class of Preferred Units, provided that the Preferred Unitholders shall only be

entitled to receive such Priority Amounts only after the repayment and discharge of

the following:

(i) all debt of the Trust (including, without limitation all amounts due under Clause

26.5 of this Deed, all costs of the Trustee (including, but not limited to,

liabilities owed to any Preferred Unitholder or Unitholder who is a creditor of

the Trust) and all subordinated debt); and

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(ii) all other payments due to securities, ownership interests and obligations of the

Trust that are expressed to rank senior to the Preferred Units of the relevant

class.

15.2 Payment of Priority Amount

15.2.1 The Trustee may make a payment of the Priority Amount to any Preferred Unitholder

only if the relevant Preferred Unitholder delivers to the Manager any evidence of

title required by the Manager together with any form of receipt and discharge

required by the Trustee.

15.2.2 The Priority Amount may not be satisfied by a distribution in specie of the Deposited

Property to a Preferred Unitholder.

15.3 Deductions for Contingent Liabilities

The Trustee, at the direction of the Manager, may retain for as long as the Manager thinks

fit any part of the Priority Amounts which, in the Manager’s opinion, may be required to meet

any actual or contingent liability of the Trustee or the Manager or any amounts payable

actually or contingently to the Trustee or the Manager under this Deed, including but not

limited to under Clause 26.5 of this Deed.

15.4 Pro Rata Entitlement

If, upon any such dissolution or winding up of the Trust, the amount available for payment

of the Priority Amounts of the Preferred Unitholders of the relevant class of Preferred Units

is insufficient to fully satisfy the entire sum of Priority Amounts of all the Preferred

Unitholders of such class of Preferred Units, each Preferred Unitholder of such class shall

be entitled to recover such proportion of his Priority Amount calculated based on the

proportion of the amount of the Preferred Unitholder’s entitlement relative to the total

amount of all entitlements of the holders of all securities, ownership interests and

obligations of the Trust which rank pari passu with the Preferred Units of the relevant class.

15.5 No Further Rights to Participate in the Deposited Property

Save as expressly set out in the Preferred Unit Terms relating to the relevant class of

Preferred Units, the Preferred Units shall not confer any right or claim in respect of

participation in the Deposited Property.

16. Redemption of Preferred Units

16.1 Redemption Right and Procedures

The Preferred Units of each class may be redeemable, in full or in part, at the option of the

Manager and/or the relevant Preferred Unitholders, subject to restrictions on redemption, if

any, or may not be redeemable at all. Any entitlement of the Manager and/or the relevant

Preferred Unitholder to redeem any class of Preferred Units (and the terms and conditions

of such entitlement and the procedure for exercising the right of redemption, if any) shall be

separately determined in respect of each class of Preferred Units, provided that the other

provisions of this paragraph 16 shall apply in the event that the Preferred Units of the

relevant class are redeemable.

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16.2 Cancellation of Redeemed Preferred Units

16.2.1 Any Preferred Units properly redeemed in accordance with the Preferred Unit Terms

relating to the relevant class of Preferred Units shall be cancelled.

16.2.2 Where only a part of the Preferred Units held by a Preferred Unitholder has been

redeemed, a new confirmation note reflecting the remaining number of Preferred

Units held by the Preferred Unitholder shall be issued by the Manager, or the Agent

appointed by the Manager and the provisions of paragraph 6.2 (or paragraph 6.4,

as the case may be) above shall mutatis mutandis apply.

16.2.3 The Trustee shall remove or procure the removal of the name of the Preferred

Unitholder from the Register of Preferred Unitholders in respect of such number of

Preferred Units of each class redeemed, upon the delivery to the Trustee of a

written statement signed by or on behalf of the Manager that such specified number

of Preferred Units of each class held by such Preferred Unitholder have been

redeemed.

17. Conversion of Preferred Units into Units

17.1 Conversion Right and Procedures

The Preferred Units of each class may be convertible, in full or in part, into Units at the

option of the Manager and/or the relevant Preferred Unitholders, subject to restrictions on

conversion, if any, or may not be convertible at all. Any entitlement of the Manager and/or

the relevant Preferred Unitholder to convert any class of Preferred Units into Units (and the

terms and conditions of such entitlement and the procedure for exercising the right of

conversion, if any) shall be separately determined in respect of each class of Preferred

Units, provided that the other provisions of this paragraph 17 shall apply in the event that

the Preferred Units of the relevant class are convertible into Units.

17.2 Taxes and Duties

17.2.1 The relevant Preferred Unitholder must pay directly to the relevant authorities any

Preferred Unit Conversion Taxes, comprising Taxes and capital, stamp, issue and

registration duties (i) arising on conversion of the Preferred Units of the relevant

class (other than any Taxes or capital or stamp duties payable in Singapore and, if

relevant, in the place of the Recognised Stock Exchange, by the Manager and/or

the Trust (as the case may be) in respect of the allotment and issue of Units and

listing of the Units on the SGX-ST or a Recognised Stock Exchange on conversion)

or (ii) arising by reference to any disposal or deemed disposal of a Preferred Unit

of the relevant class in connection with such conversion.

17.2.2 The relevant Preferred Unitholder shall provide an acknowledgement in the

Conversion Notice that it shall be responsible for paying all relevant Preferred Unit

Conversion Taxes.

17.2.3 Neither the Trustee nor the Manager shall be responsible or liable in any way to

anyone for any failure or omission by the relevant Preferred Unitholders to pay the

Preferred Unit Conversion Taxes.

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17.3 Registration of Conversion

17.3.1 For so long as the Preferred Units of any class are Unlisted, a conversion of the

Preferred Units of the relevant class and corresponding issue of Units shall be in

accordance with such procedures to be separately determined in respect of each

such class of Preferred Units.

17.3.2 The Manager will upon the conversion of the Preferred Units of the relevant class

into Units pursuant to the exercise of the Conversion Right:

(i) allot and issue the relevant number of Units for credit to the Securities Account

designated for the purpose in the Conversion Notice for so long as the Units

are Listed on the SGX-ST; or if the Units are not Listed on the SGX-ST, allot

and issue the relevant number of Units to the person or persons designated for

the purpose in the Conversion Notice;

(ii) (for so long as the Units are Listed on the SGX-ST) issue or cause to be issued

to the Depository a confirmation note confirming the allotment of Units in

accordance with this Deed, and the Depository shall issue to each relevant

Depositor such contract statements, confirmation notes, statements of

accounts balances and statements of transactions and accounts balances,

and at such intervals, as may be provided for in the Depository’s terms and

conditions for operation of Securities Accounts;

(iii) (if the Units are not Listed on the SGX-ST) issue or cause to be issued to the

person or persons designated for the purpose in the Conversion Notice a

confirmation note confirming the allotment of Units in accordance with this

Deed;

(iv) (where only a part of the Preferred Units of the relevant class held by the

relevant Preferred Unitholder have been converted and the Preferred Units of

the relevant class are Listed on the SGX-ST) issue or cause to be issued to the

Depository a new confirmation note reflecting the remaining number of

Preferred Units of the relevant class held by the Depository and the provisions

of paragraph 6.2 of this Schedule 2 shall mutatis mutandis apply; and

(v) (where only a part of the Preferred Units of the relevant class held by the

relevant Preferred Unitholder have been converted and the Preferred Units of

the relevant class are Unlisted) issue or cause to be issued to the Preferred

Unitholder a new confirmation note reflecting the remaining number of

Preferred Units of the relevant class held by the Preferred Unitholder and the

provisions of paragraph 6.4 of this Schedule 2 shall mutatis mutandis apply.

17.3.3 The Trustee shall, upon the conversion of the Preferred Units of the relevant class

into Units pursuant to the exercise of the Conversion Right, remove or procure the

removal of the name of the relevant Preferred Unitholder from the Register of

Preferred UnithoIders as holder in respect of all or (as the case may be) such

number of Preferred Units converted, and register or procure the registration of the

Depository or the person or persons designated for the purpose in the Conversion

Notice (as the case may be) in the Register as holder(s) in respect of the relevant

number of Units allotted and issued pursuant to the conversion, upon the delivery

to the Trustee of a written statement signed by or on behalf of the Manager stating

that all or (as the case may be) a specified number of Preferred Units of the relevant

class held by such Preferred Unitholder have been converted and the relevant

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number of Units have been allotted and issued in the name of the Depository or the

person or persons designated for the purpose in the Conversion Notice (as the case

may be).

17.3.4 The person or persons designated in the Conversion Notice shall become the

holder(s) on record of the number of Units issuable upon conversion with effect from

the Registration Date, being (i) where the Units are Listed on the SGX-ST, the date

the relevant Units are credited to their respective accounts with the Depository or (ii)

where the Units are Unlisted, the date of registration of such person or persons as

holders in the Register.

18. Payment of Moneys to Preferred Unitholders

18.1 Place and Conditions of Payment

18.1.1 Save as otherwise expressly provided in the Preferred Unit Terms relating to the

relevant class of Preferred Units, any moneys payable by the Trustee or the

Manager to any Preferred Unitholder under the provisions of the Preferred Unit

Terms relating to the relevant class of Preferred Units shall be paid by cheque sent

through the post to the registered address of such Preferred Unitholder or, in the

case of Preferred Unit Joint Holders, to the registered address of the Preferred Unit

Joint Holders who is first named in the Register of Preferred Unitholders or to the

registered address of any other of the Preferred Unit Joint Holders as may be

authorised by all of them. Every such cheque shall be made payable to the order of

the person to whom it is delivered or sent and payment of the cheque by the banker

upon whom it is drawn shall be a satisfaction of the moneys payable and shall be

a good discharge to the Trustee or the Manager (as the case may be).

18.1.2 Where the Trustee or Manager (as the case may be) receives the necessary

authority in such form as the Trustee or Manager (as the case may be) shall

consider sufficient, the Trustee or Manager (as the case may be) shall pay the

amount due to any Preferred Unitholder to his bankers or other agent and the

receipt of such an amount by such bankers or other agent shall be a good discharge

therefor.

18.1.3 No amount payable to any Preferred Unitholder shall bear interest.

18.1.4 Unless otherwise expressly provided in the Preferred Unit Terms relating to the

relevant class of Preferred Units, all moneys payable by the Trustee or the Manager

to any Preferred Unitholder under the provisions of the Preferred Unit Terms relating

to the relevant class of Preferred Units shall be paid in Singapore dollars.

18.2 Deductions

18.2.1 Without prejudice to any other provisions of the Preferred Unit Terms relating to the

relevant class of Preferred Units, before any payment is made to a Preferred

Unitholder, there shall be deducted such amounts as any law of Singapore or any

law of any other country in which such payment is made may require or allow in

respect of any income or other Taxes, charges or assessments whatsoever and

there may also be deducted the amount of any stamp duties or other government

taxes or charges payable by the Manager or (as the case may be) the Trustee for

which the Manager or (as the case may be) the Trustee may be made liable in

respect of or in connection therewith.

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18.2.2 Neither the Manager nor the Trustee shall be liable to account to a Preferred

Unitholder for any payment made or suffered to be made by the Manager or (as the

case may be) the Trustee in good faith and in the absence of fraud, gross

negligence, wilful default or a breach of this Deed or a breach of trust to any duly

empowered fiscal authority of Singapore or elsewhere for Taxes or other charges in

any way arising out of or relating to any transaction of whatsoever nature under this

Deed notwithstanding that any such payments ought not to be, or need not have

been, made or suffered to be made.

18.3 Receipt of Preferred Unitholders

The receipt of the Preferred Unitholder for any amounts payable in respect of the Preferred

Units shall be a good and absolute discharge to the Manager or (as the case may be) the

Trustee and if several persons are registered as Preferred Unit Joint Holders, or in

consequence of the death of a Preferred Unitholder, are entitled to be so registered, any

one of them may give effective receipts for any such amounts.

18.4 Unclaimed Moneys

18.4.1 Any moneys payable to a Preferred Unitholder under the provisions of the Preferred

Unit Terms relating to the relevant class of Preferred Units which remain unclaimed

after a period of 12 months shall be accumulated in the Unclaimed Moneys Account

from which the Trustee may, from time to time, make payments to a Preferred

Unitholder claiming any such moneys.

18.4.2 Subject to Clause 26 of this Deed and the Preferred Unit Terms relating to the

relevant class of Preferred Units, the Trustee shall cause such sums which

represent moneys remaining in the Unclaimed Moneys Account for five years after

the date of payment of such moneys into the Unclaimed Moneys Account and

interest, if any, earned thereon to be paid into court after deducting from such sums

all fees, costs and expenses incurred in relation to the payment into court

PROVIDED THAT if the moneys are insufficient to meet all such costs, the Trustee

shall be entitled to have recourse to the Deposited Property.

19. Provision of Annual Report

The Manager shall, after the Listing Date, send to Preferred Unitholders within such period

as may be prescribed under this Deed for despatch to Holders, an annual report disclosing

the matters set out in the Property Funds Appendix, the Listing Rules and any other matters

as may be prescribed by the relevant authorities.

20. Provision of Accounts

The Trustee shall send or cause to be sent to Preferred Unitholders, once a year (and within

such period as may be prescribed under this Deed for despatch to Holders) after the end

of the period to which they relate) together with the relevant annual report, Accounts which

contain such information as may be prescribed under the Property Funds Appendix, where

applicable, and such other information as the Manager may from time to time determine.

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21. Meetings and Voting Rights

21.1 Meetings of Unitholders

The Preferred Unitholders of each class of Preferred Units shall not be entitled to attend

and vote at meetings of Holders except in the following circumstances:

(i) during such period as the Preferred Distribution in respect of the Preferred Units of the

relevant class so declared or any part thereof remains in arrears and unpaid for at

least 12 months after the relevant Preferred Distribution Date when the Preferred

Distribution should otherwise have been paid if declared by the Manager;

(ii) in respect of any resolution which varies or abrogates any right, preference or privilege

of the Preferred Units of the relevant class (including, without limitation, the

authorisation, creation or issue of any securities, ownership interests or obligations of

the Trust ranking senior to (but excluding, for purposes of this paragraph 21.1 only,

those ranking pari passu with) the Preferred Units of the relevant class in respect of

the entitlement to participate in the distributions of the Trust and/or (in the event of any

dissolution or winding up of the Trust) the Deposited Property); or

(iii) in respect of any resolution for the dissolution or winding up of the Trust,

and every Preferred Unitholder who is present in person at such general meetings shall

have on a show of hands, one vote and on a poll, one vote for every Preferred Unit of which

he is the holder.

21.2 Meetings of Preferred Unitholders

21.2.1 The Preferred Unitholders of each class of Preferred Units shall be entitled to attend

and vote at meetings of the relevant class of Preferred Unitholders. The provisions

set out in Schedule 1 of this Deed shall mutatis mutandis apply to any meeting of

the Preferred Unitholders, provided that such provisions shall be read with and (in

the event of any inconsistency) amended, only to the extent of such inconsistency,

or supplemented by the provisions set out in paragraphs 21.3, 21.4, 21.5, 21.6 and

21.7 below.

21.2.2 A resolution passed at a meeting of Preferred Unitholders of each class of Preferred

Units is binding on all Preferred Unitholders of such class of Preferred Units.

21.3 Convening Meetings

21.3.1 A meeting of the Preferred Unitholders of each class of Preferred Units may be

convened at the request in writing of not less than 50 Preferred Unitholders of each

class of Preferred Units or such number of Preferred Unitholders of such class of

Preferred Units representing not less than 10 per cent. of the issued Preferred Units

of such class.

21.3.2 A meeting of Preferred UnithoIders of each class of Preferred Units duly convened

and held in accordance with the provisions of this paragraph 21 shall be competent

by Extraordinary Resolution to make any decision which is stated in the Preferred

Unit Terms relating to the relevant class of Preferred Units as requiring the consent

of the Preferred Unitholders of the relevant class of Preferred Units by way of an

Extraordinary Resolution, and shall have such further or other powers under such

terms and conditions as may be determined by the Manager with the prior written

approval of the Trustee.

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21.4 Notice of Meetings of Preferred Unitholders of the Relevant Class

The Trustee or the Manager shall cause a notice of any meeting at which any Preferred

Unitholder of the relevant class is entitled to vote, and any voting forms, to be mailed to

each Preferred Unitholder of the relevant class in accordance with paragraph 24 of this

Schedule 2.

21.5 Quorum

Save in the event where one Preferred Unitholder of the relevant class of Preferred Units

holds all the Preferred Units of such class in issue, the quorum for any meeting of Preferred

Unitholders of each class of Preferred Units shall not be less than two Preferred Unitholders

of such class of Preferred Units (whether present in person or by proxy), provided that the

quorum at a meeting of Preferred Unitholders of each class of Preferred Units to approve

any variation or abrogation of the rights, preferences or privileges of the Preferred Units of

the relevant class shall be such number of Preferred UnithoIders of such class of Preferred

Units holding or representing not less than two-thirds of the outstanding number of

Preferred Units of such class.

21.6 Voting

A poll may be demanded by such number of Preferred Unitholders of the relevant class of

Preferred Units present at the meeting (in person or by proxy) and having the right to vote

on the resolution, holding not less than one-tenth in value of the Preferred Units of such

class in issue.

21.7 Resolutions

A resolution in writing signed by or on behalf of at least 75 per cent. of the Preferred

Unitholders of the relevant class of Preferred Units for the time being entitled to receive

notice of any meeting of Preferred Unitholders of such class of Preferred Units shall be as

valid and effectual as a resolution (including an Extraordinary Resolution) passed at a

meeting of those Preferred Unitholders duly called and constituted. Such resolution may be

contained in one document or in several documents in the like form each signed by or on

behalf of one or more of the Preferred Unitholders concerned.

22. Variations of Right

22.1 Subject to paragraph 22.2 below, unless otherwise required by the Relevant Laws,

Regulations and Guidelines, any variation or abrogation of the rights, preferences or

privileges of the Preferred Units of any class (including, without limitation, the authorisation,

creation or issue of any securities, ownership interests or obligations of the Trust ranking

pari passu with or senior to the Preferred Units of the relevant class as to the entitlement

to participate in the distributions of the Trust and/or (in the event of any dissolution or

winding up of the Trust) the Deposited Property) by way of amendment of this Deed, the

Preferred Unit Terms relating to such class of Preferred Units or otherwise shall require:

(i) the consent in writing of such number of Preferred Unitholders of the relevant class of

Preferred Units holding an aggregate of at least 75 per cent. of the outstanding

number of Preferred Units of the relevant class; or

(ii) the sanction of an Extraordinary Resolution passed at a separate meeting of the

relevant Preferred Unitholders.

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22.2 No consent or sanction of the Preferred Unitholders of the relevant class of Preferred Units

shall be required in respect of any variation or abrogation of the rights, preferences or

privileges of such class of Preferred Units if such variation or abrogation is.

(i) necessary in order to comply with applicable fiscal, statutory or official requirements

(whether or not having the force of law), including, without limitation, requirements

under the Relevant Laws, Regulations and Guidelines; or

(ii) made to correct a manifest error.

22.3 For the avoidance of doubt, the authorisation, creation or issue of further Units or other

securities, ownership interests or obligations of the Trust ranking junior to the Preferred

Units of the relevant class in respect of the entitlement to participate in the distributions of

the Trust and/or (in the event of any dissolution or winding up of the Trust) the Deposited

Property shall not be deemed to be a variation or abrogation of the rights, preferences or

privileges of such class of Preferred Units.

23. Transfer of Preferred Units

23.1 The Preferred Units of each class may be freely transferable, may be subject to restrictions

on transfer or may not be transferable at all. The transferability of any class of Preferred

Units (and the terms and conditions of such transfer, if any) shall be separately determined

in respect of each class of Preferred Units, provided that the other provisions of this

paragraph 23 shall apply if the Preferred Units of the relevant class are determined to be

transferable. In any case of transfer, all charges in relation to any transfer as may be

imposed by the Manager and/or the Depository shall be borne by the Preferred Unitholder

of the relevant class or (as the case may be) the Preferred Unit Depositor who is the

transferor.

23.2 For so long as the Preferred Units of the relevant class are Unlisted, the following

provisions shall apply to a transfer of any Preferred Units of such class:

23.2.1 Any Preferred Unitholder of the relevant class of Preferred Units who wishes to

transfer any of his Preferred Units of such class shall issue and deliver a Transfer

Instrument to the Manager at its registered office duly signed by the transferor and

transferee.

23.2.2 The Transfer Instrument shall be in such form as the Manager and the Trustee may

from time to time approve, and shall specify the number of Preferred Units of the

relevant class to be transferred and the name of the transferee.

23.2.3 The Transfer Instrument must be duly stamped (if required by law) and left with the

Manager for registration accompanied by:

(i) any necessary declarations or other documents that may be required by in

consequence of any Relevant Laws, Regulations and Guidelines for the time

being in force and by such evidence as the Manager may require to prove the

title of the transferor or his right to transfer the Preferred Units, and

(ii) the relevant confirmation note representing the Preferred Units to be

transferred.

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23.2.4 No notice of transfer or purported transfer shall be entered on the Register of

Preferred Unitholders, and no transfer or purported transfer of a Preferred Unit of

the relevant class shall entitle the transferee to be registered as a Preferred

Unitholder of such class of Preferred Units, unless the transfer has been properly

effected in accordance with the Preferred Unit Terms relating to such class of

Preferred Units.

23.2.5 Following the delivery of the notice, the Manager or the Agent appointed by the

Manager shall, in accordance with paragraph 6.4, issue to the transferee a

confirmation note confirming the number of Preferred Units of such class held by it

and, where the transferor has transferred only a part of the Preferred Units of the

relevant class held by it, issue to the transferor a confirmation note confirming the

remaining number of Preferred Units of such class held by it upon completion of the

transfer.

23.2.6 The Trustee shall remove or procure the removal of the name of the transferor from

the Register of Preferred Unitholders in respect of all or (as the case may be) such

number of Preferred Units of the relevant class transferred, upon the delivery to the

Trustee of a written statement signed by or on behalf of the Manager that all the

Preferred Units or a specified number of Preferred Units held by such transferor

have been transferred, and shall register the name of the transferee in respect of

such number of Preferred Units of the relevant class as may be transferred to it

pursuant to the transfer.

23.3 For so long as the Preferred Units of the relevant class are Listed on the SGX-ST, the

following provisions shall apply to a transfer of any Preferred Units of such class:

23.3.1 Any transfer shall be subject to compliance with the Relevant Laws, Regulations

and Guidelines.

23.3.2 Transfers of the Preferred Units of the relevant class between the Preferred Unit

Depositors shall be effected electronically through the Depository making an

appropriate entry in the Preferred Unit Depository Register in respect of the

Preferred Units of the relevant class that have been transferred in accordance with

the Depository Requirements and the provisions of paragraph 23.2 shall not apply.

23.3.3 The Manager shall be entitled to appoint the Depository to facilitate transactions of

the Preferred Units of the relevant class within the Depository and maintain records

of Preferred Unitholders of that class credited into Securities Accounts and to pay

out of the Deposited Property all fees, costs and expenses of the Depository arising

out of or in connection with such services to be provided by the Depository.

23.3.4 Any transfer or dealing in the Preferred Units of the relevant class on the SGX-ST

between a Preferred Unit Depositor and another person shall be transacted at a

price agreed between the parties and settled in accordance with the Depository

Requirements.

23.3.5 The broker or other financial intermediary effecting any transfer or dealing in

Preferred Units of the relevant class on the SGX-ST between a Preferred Unit

Depositor and another person shall be deemed to be the agent duly authorised by

any such Preferred Unit Depositor or person on whose behalf the broker or

intermediary is acting.

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23.3.6 In any case of transfer, all charges in relation to such transfer as may be imposed

by the Manager and/or the Depository shall be borne by the Preferred Unit

Depositor who is the transferor.

23.3.7 In the case of a transfer of the Preferred Units of the relevant class from a Securities

Account into another Securities Account, the instrument of transfer (if applicable)

shall be in such form as provided by the Depository and the transferor shall be

deemed to remain the Preferred Unit Depositor of the Preferred Units of the relevant

class transferred until the relevant Preferred Units have been credited into the

Securities Account of the transferee or transferred out of a Securities Account and

registered in the Preferred Unit Depository Register.

23.3.8 No transfer or purported transfer of a Preferred Unit Listed on the SGX-ST other

than a transfer made in accordance with this paragraph 23.3 (or such other

procedures as may be separately determined in respect of the relevant class of

Preferred Units) shall entitle the transferee to be registered in respect thereof.

23.4 If the Preferred Units of the relevant class are Listed on any other Recognised Stock

Exchange, the transfer of the Preferred Units of that class shall be in accordance with the

requirements of the relevant Recognised Stock Exchange.

23.5 Successors in Title

The successor in title of any Preferred Unitholder resulting from a merger or amalgamation

shall, upon producing such evidence as may be required by the Manager and the Trustee

of the succession, be the only person recognised by the Trustee and the Manager as having

title to the relevant Preferred Units.

24. Delivery of Documents and Notices

The provisions of Clause 27 of this Deed shall mutatis mutandis apply to any notice or other

document served by the Trustee or the Manager upon any Preferred Unitholder, or vice

versa, and the service of any such notices or other documents to the relevant recipient.

25. Destruction of Documents

Subject to any Relevant Laws, Regulations and Guidelines, the Trustee (or the Manager or

its Agents with the approval of the Trustee) shall (subject as hereinafter provided) be

entitled to destroy:

(i) all distribution mandates which have been cancelled or lapsed at any time after the

expiration of six years from the date of cancellation or lapse;

(ii) all notifications of change of address after the expiration of one year from the date of

the recording of the notification;

(iii) all forms of proxy in respect of any meeting of Preferred Unitholders of each class of

Preferred Units, one year from the date of such meeting in respect of which the proxy

was given; and

(iv) the Register of Preferred Unitholders, statements and other records and documents

relating to the Trust at any time after the expiration of six years from the date of

termination of the Trust,

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and neither the Trustee nor the Manager nor its Agents shall be under any liability

whatsoever in consequence thereof and unless the contrary be proved every document so

destroyed shall be deemed to have been a valid and effective instrument in accordance with

the recorded particulars thereof.

PROVIDED THAT:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith

and without notice of any claim (regardless of the parties thereto) to which the

document may be relevant;

(b) nothing in this paragraph 25 shall be construed as imposing upon the Trustee or the

Manager or its Agents any liability in respect of the destruction of any document earlier

than as aforesaid or in any case where the conditions of paragraph 25 are not fulfilled;

and

(c) references herein to the destruction of any document include references to the

disposal thereof in any manner.

26. Appointment of Agents

Without in any way affecting the generality of its powers, the Manager and/or the Trustee,

in carrying out and performing their respective duties and obligations under the Preferred

Unit Terms relating to each class of Preferred Units, may from time to time appoint such

person or persons (including, without limitation, the Registrar and (where applicable) the

Agents) to exercise any or all of their respective powers and discretions and to perform all

or any of their respective obligations hereunder provided that the Manager or, as the case

may be, the Trustee, shall be liable for all acts and omissions of such persons as if such

acts or omissions were its own acts or omissions and all disbursements, expenses, duties

and outgoings in relation thereto shall be paid from the Deposited Property as an expense

of the Trust.

27. Directors’ Disclosure Obligations

27.1 Without prejudice to his obligations under the Relevant Laws, Regulations and Guidelines,

each director of the Manager shall give notice to the Manager of:

(i) his acquisition of Preferred Units or of an interest in Preferred Units, and

(ii) changes to the number of Preferred Units which he holds or in which he has an

interest,

within two Business Days after the acquisition or the occurrence of the event giving rise to

the change.

27.2 A director of the Manager has an interest in Preferred Units:

(i) if the director is the beneficial owner of a Preferred Unit (whether directly through a

direct Securities Account or indirectly through a Depository Agent or otherwise);

(ii) if a body corporate is the beneficial owner of a Preferred Unit and the director is

entitled to exercise or control the exercise of not less than 20 per cent. of the votes

attached to the voting shares in the body corporate;

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(iii) if the director’s spouse or Minor child (including step-child and adopted child) has any

interest in a Preferred Unit (including in the circumstances contemplated by

paragraphs (i) and (ii) above);

(iv) if the director, his spouse or Minor child (including step-child and adopted child):

(a) has entered into a contract to purchase a Preferred Unit;

(b) has a right to have a Preferred Unit transferred to any of them or to their order,

whether the right is exercisable presently or in the future and whether on the

fulfilment of a condition or not;

(c) has the right to acquire a Preferred Unit under an option, whether the right is

exercisable presently or in the future and whether on the fulfilment of a condition

or not; or

(d) is entitled (otherwise than by reason of any of them having been appointed a

proxy or representative to vote at a meeting of Preferred Unitholders) to exercise

or control the exercise of a right attached to a Preferred Unit, not being a

Preferred Unit of which any of them is the holder; and

(v) if property subject to a trust consists of or includes a Preferred Unit and the director

knows, or ought reasonably to know or has reasonable grounds for believing, that he

or any of the persons referred to in paragraph 27.2(iv) above has an interest under the

trust and the trust property consists of or includes the Preferred Unit.

28. Acting Consistently with the Purpose of the Preferred Units

The Trustee and the Manager each hereby acknowledges that the Preferred Unit Terms are

intended to confer certain rights, preferences and privileges on the Preferred Units over

certain classes of securities (including Units) as set out in this Deed and hereby undertakes

to give full effect to such intention and not to carry out any act or take any action which may

be inconsistent with or contrary to such intention and which may prejudice the rights and

entitlements of Preferred Unitholders hereunder.

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APPENDIX B

TERMS OF THE CONVERTIBLE PERPETUAL PREFERRED UNITS

The specific terms and conditions of the CPPUs to be issued pursuant to the proposed Trust Deed

Supplement are as follows:

TERMS OF THE CONVERTIBLE PERPETUAL PREFERRED UNITS

The specific terms and conditions of the CPPUs to be issued pursuant to the Trust Deed

Supplement are as follows:

1. Interpretation

1.1 Definitions

Unless the context otherwise requires, the following words or expressions shall have the

meaning respectively assigned to them, namely:

“Agent” means each of the Registrar and such other agent as may from time to time be

appointed by the Manager or the Trustee to administer the procedures relating to the

CPPUs;

“Conversion Dates” means the dates on which the CPPU Holders are entitled to convert

their CPPUs into Units, as described in paragraph 22.2 of these terms;

“Conversion Notice” means the notice issued by a CPPU Holder to convert all (or part)

of the CPPUs held by such CPPU Holder into Units;

“Conversion Price” means the price at which the Units will be issued upon conversion of

the CPPUs, as adjusted from time to time;

“Conversion Right” means the right of a CPPU Holder to convert any CPPU into Unit(s);

“Conversion Taxes” means the Taxes and capital, stamp, issue and registration duties (i)

arising on conversion of the CPPUs (other than any Taxes or capital or stamp duties

payable in Singapore and, if relevant, in the place of the Recognised Stock Exchange, by

the Manager and/or the Trust (as the case may be) in respect of the allotment and issue

of Units and listing of the Units on the SGX-ST or a Recognised Stock Exchange on

conversion) or (ii) arising by reference to any disposal or deemed disposal of a CPPU in

connection with such conversion;

“CPPU Holder” means, in relation to CPPUs which are Unlisted, a registered holder for the

time being of the CPPUs including persons so registered as CPPU Joint Holders, and in

relation to CPPUs which are Listed on the SGX-ST, means the Depository, and the term

“CPPU Holder” shall, in relation to CPPUs which are Listed and registered in the name of

the Depository, mean, where the context requires (including without limitation, the

redemption or conversion of the CPPUs hereunder, where applicable), a CPPU Depositor

PROVIDED THAT for the purposes of meetings of CPPU Holders, such CPPU Holder shall

mean a CPPU Depositor as shown in the records of the Depository 48 hours prior to the

time of a meeting of CPPU Holders, supplied by the Depository to the Manager;

“CPPU Joint Holders” means such persons for the time being entered in the Register of

Preferred Unitholders as joint CPPU Holders in respect of a CPPU, either as CPPU

Joint-All Holders or CPPU Joint-Alternate Holders;

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“CPPU Joint-All Holders” means CPPU Joint Holders whose mandate the Manager and

the Trustee shall act upon only if given by all of the CPPU Joint Holders or, where any

CPPU Joint-All Holder is a Minor, where the mandate is given by all of the adult Joint-All

Holder(s);

“CPPU Joint-Alternate Holders” means CPPU Joint Holders whose mandate the

Manager and the Trustee shall act upon if given by any of the CPPU Joint Holders (other

than a Minor);

“CPPU Terms” means the terms and conditions of offer and issue of the CPPUs described

in paragraph 2.1.1 below, and as may be amended, modified or supplemented from time

to time;

“CPPUs” means the convertible perpetual preferred units, issued in accordance with, and

subject to, the CPPU Terms;

“CPPU Depositor” means:

(i) a direct account holder with the Depository; or

(ii) a Depository Agent, but, for the avoidance of doubt, does not include a Sub-Account

Holder,

whose name is entered in the Depository Register in respect of the CPPUs held by him

(where the CPPUs are Listed on the SGX-ST);

“CPPU Depository Register” means the electronic register of CPPUs deposited with the

Depository maintained by the Depository;

“Distribution Amount” has the meaning ascribed to it in paragraph 14.1.1 below;

“Exercise Day” means the first Business Day of the month immediately preceding the

relevant Redemption Date or Conversion Date (as the case may be);

“Issue Price” means the price at which each CPPU is to be issued to the CPPU Holders;

“Permitted Reorganisation” means a solvent reconstruction, amalgamation,

reorganisation, merger or consolidation whereby all or substantially all the business,

undertaking and assets of the Trust which are held by the Trustee are transferred to a

successor entity which assumes all the obligations of the Trustee and/or the Manager (as

the case may be) in relation to the CPPUs;

“Preferred Distribution” means the preferential distribution which may be declared by the

Manager in its sole discretion in respect of the CPPUs in accordance with paragraph 14.1

below;

“Preferred Distribution Calculation Date” means such date or dates, identical to the

Distribution Calculation Dates in respect of the Units, on which the Preferred Distribution

(excluding Special Preferred Distribution) in respect of any Preferred Distribution Period

shall be calculated, if the Manager elects at its sole discretion to declare such Preferred

Distribution;

“Preferred Distribution Date” means a Business Day, which is no later than 90 calendar

days (or such other period as may be determined by the Manager) after the Preferred

Distribution Calculation Date in respect of the relevant Preferred Distribution Period;

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“Preferred Distribution Entitlement” means the entitlement to the Distribution Amount

determined in accordance with paragraph 14.1.1 below;

“Preferred Distribution Period” means:

(i) for the first Preferred Distribution Period, the period from, and including, the date of

issue of the CPPUs to, and including, 31 December 2015; and

(ii) in all other cases, such periods, identical to the Distribution Periods in respect of the

Units, for which the Preferred Distribution shall accrue;

“Priority Amount” means the sum of (i) the Issue Price multiplied by the number of

CPPUs held by the relevant CPPU Holder and (ii) any Preferred Distributions and Special

Preferred Distributions which have been declared to be payable to the relevant CPPU

Holder but which remain unpaid as at the date of the dissolution or winding up of the Trust;

“Redemption Amount” means the amount payable by the Manager to the CPPU Holders

pursuant to the redemption of their CPPUs, as described in paragraph 21.6 of these terms;

“Redemption Dates” mean the dates on which redemption of the CPPUs occurs, as

described in paragraph 21.3 of these terms;

“Redemption Notice” means the notice issued by the Manager to a CPPU Holder to

redeem all (or a part) of the CPPUs held by that CPPU Holder;

“Redemption Right” means the right of the Manager to redeem any CPPU;

“Register of Preferred Unitholders” means the register of Preferred Unitholders holding

such classes of Preferred Units from time to time in issue maintained by or on behalf of

the Trustee;

“Registrar” means such person as may from time to time be appointed by the Trustee to

keep and maintain the Register of Preferred Unitholders;

“Registration Date” means the date on which the person or persons designated in the

Conversion Notice shall become the holder of record of the number of Units issuable upon

conversion, such date being (i) the date the relevant Units are credited to his or their

respective accounts with the Depository (for so long as the Units are Listed on the

SGX-ST) or (ii) the date of registration of such person or persons as holders in the

Register (if the Units are not Listed on the SGX-ST);

“Relevant Accounting Standards” means the accounting standards applicable to the

Trust;

“Restriction Period” means the period of four years commencing from the date of

issuance of the CPPUs;

“Special Preferred Distribution” means the special distribution which may be declared in

respect of each Special Preferred Distribution Period in accordance with paragraph 21.8

of these terms;

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“Special Preferred Distribution Period”, in relation to the calculation of the distribution

entitlement of CPPUs for purposes of paragraph 21.8 of these terms, means the period

commencing the day after the end of the last distribution period (whether in respect of a

Preferred Distribution or Special Preferred Distribution) immediately preceding the

relevant Redemption Date, up to, and including, the last day of the calendar quarter

immediately preceding the relevant Redemption Date;

“Transfer Instrument” means the instrument of transfer, in such form as the Manager and

the Trustee may from time to time approve, to be signed by the transferor and transferee

and delivered to the Manager at its registered office for the purposes of effecting a transfer

of CPPUs; and

“Trust Deed” means the deed of trust dated 10 October 2013 constituting the Trust, as

amended, modified or supplemented from time to time.

“Unitholder” shall have the meaning ascribed to the term “Holder” in Clause 1.1 of the

Trust Deed.

For the purposes of the provisions herein, capitalised terms not specifically defined in this

paragraph 1.1 of these terms shall have the meanings ascribed to them in Clause 1.1 of

the Trust Deed (or as the case may be) Schedule 2 thereof.

1.2 Miscellaneous Construction

Words importing the singular number only shall include the plural and vice versa; words

importing the masculine gender only shall include the feminine and neuter genders and

vice versa; words importing persons include corporations; the words “written” or “in

writing” include printing, engraving, lithography, or other means of visible reproduction or

partly one and partly the other. References to “Clauses” and the “Schedule” are to be

construed as references to the clauses of and the schedules to the Trust Deed. The word

“including” or “includes” means, depending on the context, “including but not limited to”

or “including without limitation”.

1.3 Headings

The headings in the provisions herein are for convenience only and shall not affect the

construction hereof.

2. Issue of CPPUs

2.1 CPPU Terms

2.1.1 The provisions expressly contained herein shall together with Schedule 2 of the

Trust Deed set out all the terms governing the CPPUs and shall bind each CPPU

Holder and all persons claiming through it and, to the extent of any conflict or

inconsistency between the provisions expressly contained herein and Schedule

2 of the Trust Deed, the provisions expressly contained herein shall prevail.

2.1.2 A copy of this document (including any modifications and/or supplements thereto)

will be made available for inspection, together with a copy of the Trust Deed, at

the respective registered offices of the Trustee and the Manager at all times

during usual Business Hours.

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2.2 No Fractions

2.2.1 No fractions of a CPPU shall be issued, converted or redeemed.

2.2.2 In issuing the number of CPPUs as corresponds to the relevant subscription

proceeds, the Manager shall, in respect of each CPPU Holder’s entitlement to the

CPPUs, round down to the nearest whole CPPU and any balance arising from

rounding down shall be retained as part of the Deposited Property.

3. Length of Term

The CPPUs shall be perpetual instruments with no fixed term.

4. Issue Price

The CPPUs shall be issued at the Issue Price of S$1.00 per CPPU.

5. Listing

The CPPUs may be Listed or Unlisted at the sole discretion of the Manager and subject

to the Relevant Laws, Regulations and Guidelines.

6. No Certificates

6.1 No certificate shall be issued to the CPPU Holders by either the Manager or the Trustee

in respect of the CPPUs (whether Listed or Unlisted) issued to the CPPU Holders.

6.2 Where the CPPUs are Listed on the SGX-ST, the Manager, or the Agent appointed by the

Manager, shall issue to the Depository not more than 10 Business Days after the issue of

the CPPUs, a confirmation note confirming their holdings of such CPPUs (it being

understood that such confirmation note shall prima facie be deemed to be a certificate

evidencing title to the CPPUs issued to or held by the Depository).

6.3 Where the CPPUs are Listed on the SGX-ST and registered in the Register of Preferred

Unitholders in the name of, and deposited with, the Depository as the registered CPPU

Holder, the Manager will endeavour to ensure that the Depository will, within the relevant

periods, issue to each CPPU Depositor the relevant confirmation notes, monthly

statements and statements of account on account of transactions in CPPUs completed in

respect of the relevant CPPU Depositor’s Securities Account.

6.4 Where the CPPUs are Unlisted, the Manager or, the Agent appointed by the Manager,

must (i) issue to each CPPU Holder not more than one month after the allotment of any

CPPUs a confirmation note confirming the allotment, such confirmation note shall prima

facie be deemed to be a certificate evidencing title to the CPPUs issued; and (ii) issue to

each CPPU Holder, on a calendar quarterly basis (or such other period as may be agreed

between the Manager and the Trustee), a statement of holdings relating to the CPPUs

(“Statement of Holdings”). A Statement of Holdings in respect of CPPUs must:

(A) be dated and specify the number of CPPUs held by each CPPU Holder in respect of

the preceding quarter (or such other relevant period) and the transactions in respect

of the CPPUs; and

(B) be in such form as may from time to time be agreed between the Manager and the

Trustee.

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7. Record of CPPU Holders

7.1 Registrar

The Trustee may, with the approval of the Manager, at any time and from time to time,

appoint the Registrar to keep and maintain on its behalf the Register of Preferred

Unitholders. The fees and expenses of the Registrar (as may be agreed from time to time

between the Manager, the Trustee and the Registrar) shall be payable out of the

Deposited Property.

7.2 Register of Preferred Unitholders

All CPPUs issued or held from time to time by any person as a CPPU Holder will be

represented by entries in an up-to-date Register of Preferred Unitholders kept or cause to

be kept in Singapore by the Trustee or the Registrar in accordance with the Relevant

Laws, Regulations and Guidelines. The Register of Preferred Unitholders must be

maintained at all times whether the CPPUs are Listed or Unlisted. The Trustee or the

Registrar shall record each CPPU Holder as the registered holder of CPPUs held by such

CPPU Holder.

7.3 Information in the Register of Preferred Unitholders

There shall be entered in the Register of Preferred Unitholders, in respect of each CPPU

Holder or person who has ceased to be or becomes a CPPU Holder, the following

information as soon as practicable after the Trustee or the Registrar receives the following

relevant information:

(i) the name and address of the CPPU Holder;

(ii) the number of CPPUs held by each CPPU Holder;

(iii) the date on which every such person entered in respect of the CPPUs standing in its

name became a CPPU Holder and where it became a CPPU Holder by virtue of an

instrument of transfer, a sufficient reference to enable the name and address of the

transferor to be identified;

(iv) the date on which any transfer is registered and the name and address of the

transferee; and

(v) (where applicable) the date on which any CPPU has been redeemed or converted

into Units.

7.4 Discrepancies

The entries in the Register of Preferred Unitholders shall (save in the case of manifest

error) be conclusive evidence of the number of CPPUs held by each CPPU Holder and, in

the event of any discrepancy between the entries in the Register of Preferred Unitholders

and the details appearing on any confirmation note issued to the CPPU Holder, the entries

in the Register of Preferred Unitholders shall prevail unless the CPPU Holder proves, to

the satisfaction of the Manager and the Trustee, that the Register of Preferred Unitholders

is incorrect.

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7.5 Change of Name or Address

Any change of name or address on the part of any CPPU Holder shall forthwith be notified

to the Manager in writing or in such other manner as the Manager may approve. If the

Manager is satisfied with the change in name or address and that all formalities as may

be required by the Manager have been complied with, the Manager shall notify the Trustee

or the Registrar of the same and the Trustee or the Registrar shall alter or cause to be

altered the Register of Preferred Unitholders accordingly.

7.6 Inspection of the Register of Preferred Unitholders

7.6.1 Except when the Register of Preferred Unitholders is closed in accordance with

paragraph 7.7 of these terms, the Register of Preferred Unitholders shall during

Business Hours (subject to such reasonable restrictions as the Trustee or the

Registrar may impose but so that not less than two hours in each Business Day

shall be allowed for inspection) be open to the inspection of any CPPU Holder

without charge.

7.6.2 If the Register of Preferred Unitholders is kept on magnetic tape or in accordance

with some mechanical or electrical system, the provisions of paragraph 7.6.1

above may be satisfied by the production of legible evidence of the contents of

the Register of Preferred Unitholders.

7.7 Closure of the Register of Preferred Unitholders

Subject to the Relevant Laws, Regulations and Guidelines, the Register of Preferred

Unitholders may be closed at such times and for such periods as the Trustee may from

time to time determine, provided that the Register of Preferred Unitholders must not be

closed for more than 30 days in any one Year.

8. CPPUs to be Held Free from Equities

A CPPU Holder entered in the Register of Preferred Unitholders as the registered holder

of CPPUs shall be the only person recognised by the Trustee or by the Manager as having

any right, title or interest in or to the CPPUs registered in his name. The Manager may

recognise the relevant CPPU Holder as absolute owner of the CPPUs and shall not be

bound by any notice to the contrary or to take notice of or to see to the execution of any

trust, express, implied or constructive, save as herein expressly provided or save as

required by some court of competent jurisdiction to recognise any trust or equity or other

interest affecting the title to any CPPU. No notice of any trust shall be entered on the

Register of Preferred Unitholders.

9. CPPU Joint Holders

Where CPPU Joint Holders are registered as CPPU Holders they are, for the purposes of

the administration of the Trust and not otherwise, deemed to hold the relevant CPPUs as

joint holders, on the following conditions:

(i) except when otherwise required by the Listing Rules or any other Relevant Laws,

Regulations and Guidelines, the Manager is not bound to register more than three

persons as the CPPU Joint Holders in respect of a CPPU;

(ii) the CPPU Joint Holders are jointly and severally liable in respect of all payments,

including payment of Tax, which ought to be made in respect of a CPPU;

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(iii) on the death of any one of the CPPU Joint Holder and subject to any Relevant Laws,

Regulations and Guidelines, the survivor or survivors, upon producing such evidence

of death as the Manager or the Trustee may require, shall be the only person or

persons whom the Trustee and the Manager will recognise as having any title to a

CPPU, PROVIDED THAT where the sole survivor is a Minor, the Manager or the

Trustee shall act only on the requests, applications or instructions of the surviving

Minor after he attains the age of 18 years and shall not be obligated to act on the

requests, applications or instructions of the heirs, executors or administrators of the

deceased CPPU Joint Holder, and shall not be liable for any claims or demands

whatsoever by the heirs, executors or administrators of the deceased CPPU Joint

Holder, the Minor CPPU Joint Holder or the Minor CPPU Joint Holder’s legal guardian

in omitting to act on any request, application or instruction given by any of them (in

the case of the Minor, before he attains the age of 18 years);

(iv) any one of the CPPU Joint Holders may give an effective receipt which will discharge

the Trustee and the Manager in respect of any payment or distribution in respect of

a CPPU;

(v) the CPPU Joint Holders of a CPPU are counted as a single CPPU Holder of the

relevant CPPU for the purposes of calculating the number of CPPU Holders or

requisitionists who have requisitioned for a Meeting; and

(vi) only the person whose name appears first in the Register of Preferred Unitholders as

one of the CPPU Joint Holders is entitled to delivery of any notices, cheques or

communications from the Trustee or the Manager, and any notice, cheque or

communication given to that person is deemed to be given to all the CPPU Joint

Holders.

10. Minors

10.1 A Minor shall not be registered as:

(i) a sole CPPU Holder; or

(ii) a CPPU Joint-Alternate Holder.

10.2 A Minor may be registered as a CPPU Joint-All Holder if each of the other CPPU Joint-All

Holders is a person who has attained the age of 18 years.

10.3 If one of the CPPU Joint-All Holders is a Minor, the Manager and the Trustee need only

act on the instructions given by the other CPPU Joint-All Holder or CPPU Joint-All

Holder(s) who has or have attained the age of 18 years.

11. Obligations of the Manager and the Trustee

Neither the Trustee nor the Manager owes any obligation to the CPPU Holder other than

the obligation to comply with the CPPU Terms.

12. Rights, Benefits and Obligations of CPPU Holders

12.1 All rights, benefits and obligations contained in the CPPU Terms shall apply for the benefit

of and bind each CPPU Holder.

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12.2 A CPPU Holder has no equitable or proprietary interest in the Deposited Property and is

not entitled to the transfer to it of the Deposited Property or any part of the Deposited

Property or of any estate or interest in the Deposited Property or any part of the Deposited

Property.

12.3 Save as otherwise expressly provided in the CPPU Terms, a CPPU Holder has no other

rights against the Trust, the Trustee and/or the Manager other than the right to enforce the

CPPU Terms against the Trustee and/or the Manager and to enjoy the benefits conferred

on the CPPU Holder under the CPPU Terms.

12.4 The rights and benefits of the Unitholders are subject to the CPPU Terms. Where the

interests of CPPU Holders and Unitholders conflict, the Manager and the Trustee must

prefer the interests of CPPU Holders.

13. No Further Liability

13.1 Save as otherwise expressly provided in the CPPU Terms, the liability of each CPPU

Holder in its capacity as such is limited to the CPPU Holder’s investment in the Trust.

13.2 A CPPU Holder is not required to indemnify the Manager or the Trustee (or a creditor of

either or both of them) against any liability of the Trustee or the Manager in respect of the

Trust.

13.3 Nothing in or under the Trust Deed nor the provisions herein shall make either the Trustee

or the Manager an agent of a CPPU Holder.

14. Preferred Distributions

14.1 Preferred Distribution Entitlement

14.1.1 Subject to paragraphs 14.1.2, 16.1, 21.8 and 22.12 of these terms, each CPPU

in issue shall entitle a CPPU Holder to receive a Preferred Distribution of an

amount equivalent to 1.0 per cent. per annum of the Issue Price (the

“Distribution Amount”) pro-rated over the relevant Preferred Distribution

Period, on each Preferred Distribution Date.

14.1.2 Any and all decisions regarding the declaration of any Preferred Distribution in

respect of the CPPU Holders shall be at the sole and absolute discretion of the

Manager.

14.1.3 Any Preferred Distribution or part thereof not due or payable pursuant to the

CPPU Terms shall not accumulate for the benefit of the CPPU Holders or entitle

the CPPU Holders to any claim in respect thereof against the Trust, the Trustee

and/or the Manager.

14.1.4 The CPPUs shall, in respect of the entitlement to participate in the distributions

of the Trust, rank:

(i) junior to any securities or ownership interests and all obligations of the Trust

(excluding debt obligations) that are expressed to rank senior to the CPPUs;

(ii) pari passu with (a) each other and (b) any other securities or ownership

interests and all obligations of the Trust (excluding debt obligations) that are

expressed to rank pari passu with the CPPUs; and


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15. Preferred Distribution and Capital Stopper

In the event any Preferred Distribution referred to in paragraph 14.1 (taking into account

the Special Preferred Distribution declared in accordance with paragraph 21.8) is not

declared in full for any reason in respect of any Preferred Distribution Period, the Trust

shall not, and shall procure that the subsidiaries of the Trust shall not, in respect of the

same period:

(i) declare or pay any distributions in respect of, or repurchase or redeem, any Units or

any other securities or ownership interests of the Trust ranking pari passu with or

junior to the CPPUs; and

(ii) contribute any moneys to a sinking fund for the payment of any distributions in respect

of, or for the redemption or repurchase of, any such Units or any other securities or

ownership interests,

except where required pursuant to under any Relevant Laws, Regulations and Guidelines.

16. Payment of Preferred Distributions or Special Preferred Distributions

16.1 The Preferred Distribution in respect of each Preferred Distribution Period shall be

payable on the relevant Preferred Distribution Date, and no Preferred Distribution or any

part thereof shall become due or payable on any such Preferred Distribution Date unless

the Manager has declared or resolved to pay the Preferred Distribution on that Preferred

Distribution Date.

16.2 The Special Preferred Distribution in respect of each Special Preferred Distribution Period

shall be payable on the relevant Redemption Date, and no Special Preferred Distribution

or any part thereof shall become due or payable on any such relevant Redemption Date

unless the Manager has declared or resolved to pay the Special Preferred Distribution on

that relevant Redemption Date.

16.3 The Preferred Distributions and the Special Preferred Distributions shall only be satisfied

by payments in the form of cash.

16.4 For the purpose of identifying the persons who are entitled to the Preferred Distribution or

Special Preferred Distribution, as the case may be, payable in respect of any Preferred

Distribution Period or Special Preferred Distribution Period, as the case may be, the

persons who are CPPU Holders on the record date as determined by the Manager in its

sole discretion for that Preferred Distribution Period or Special Preferred Distribution

Period, as the case may be, shall have an absolute, vested and indefeasible interest in the

relevant Preferred Distribution or Special Preferred Distribution.

16.5 The Manager and the Trustee may retain from each CPPU Holder’s Preferred Distribution

or Special Preferred Distribution all amounts which:

(i) equal any amount of Tax which has been paid or which the Manager determines is

or may be payable by the Trustee or the Manager in respect of the portion of the

income of the Trust attributable to such CPPU Holder or the amount of the distribution

otherwise distributable to such CPPU Holder;

(ii) are required to be deducted by law, the Tax Ruling, the Trust Deed and/or the CPPU

Terms; or

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(iii) are payable by the CPPU Holder to the Trustee or the Manager,

and the Manager must notify each CPPU Holder, following the end of each Financial Year,

of any amounts deducted under paragraphs 16.5(i) and 16.5(ii) above.

17. CPPU Holder Notification

17.1 Each CPPU Holder must, as and when required by the Manager, provide such information

as to its place of residence for taxation purposes as the Manager may from time to time

determine.

17.2 The Trustee and the Manager shall be entitled to rely absolutely on any declaration of tax

residence which may be received from a CPPU Holder or applicant for CPPUs.

18. Tax Declaration Forms and Tax Preferred Distribution Vouchers

18.1 The Manager shall, where necessary before a Preferred Distribution or Special Preferred

Distribution is paid, issue to a CPPU Holder a tax declaration form in a form approved by

the Trustee and/or the IRAS for the purpose of that CPPU Holder declaring its tax status.

18.2 The Manager and the Trustee may rely on any representation made by a CPPU Holder as

to its tax status made on each relevant tax declaration form returned to the Manager (or

its Agent) or the Trustee to determine whether or not to deduct tax from the Preferred

Distribution or Special Preferred Distribution which that CPPU Holder is entitled to receive.

18.3 If a CPPU Holder fails to make a declaration in time for a Preferred Distribution or Special

Preferred Distribution, the Manager and the Trustee shall deduct the appropriate amount

of tax with respect to the Preferred Distribution or Special Preferred Distribution which that

CPPU Holder is entitled to receive.

18.4 After a Preferred Distribution or Special Preferred Distribution has been paid, the Trustee

shall where necessary issue to each CPPU Holder a tax distribution voucher prepared by

the Manager in a form approved by the Trustee and/or the IRAS.

18.5 In the case of any Preferred Distribution or Special Preferred Distribution paid or on

termination of the Trust, each tax distribution voucher shall show what proportion of the

Preferred Distribution or Special Preferred Distribution represents capital, what proportion

represents income exempt from Singapore income tax or income subject to Singapore

income tax and what proportion represents the portion of any Tax payable by the Trustee

on income and gains attributable to the CPPU Holders.

19. No Further Rights to Participate in Distributions

Save as expressly set out in the CPPU Terms, the CPPUs shall not confer any right or

claim as regards participation in any distribution of the Trust.

20. Liquidation of the Trust

20.1 Upon the dissolution or winding up of the Trust, the CPPU Holders are only entitled to

receive their respective Priority Amounts and no further amounts.

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20.2 Ranking

In the event of the commencement of any dissolution or winding up of the Trust (other than

pursuant to a Permitted Reorganisation), the CPPUs shall, in respect of the Priority

Amounts, rank:

(i) junior to (a) all debt of the Trust (including, without limitation, all amounts due under

Clause 26.5 of the Trust Deed, all costs of the Trustee in its capacity as trustee of the

Trust (including, but not limited to, liabilities owed to any CPPU Holder or Unitholder

who is a creditor of the Trust) and subordinated debt), and (b) any securities or

ownership interests and all obligations of the Trust that are expressed to rank senior

to the CPPUs;

(ii) pari passu with (a) each other and (b) any other securities or ownership interests and

all obligations of the Trust that are expressed to rank pari passu with the CPPUs; and


20.3 On a dissolution or winding up of the Trust, the CPPU Holders shall be entitled to recover

their respective Priority Amounts out of the Deposited Property after the repayment and

discharge of the following:

(i) all debts of the Trust (including, without limitation, all amounts due under Clause 26.5

of the Trust Deed, all costs of the Trustee in its capacity as trustee of the Trust

(including, but not limited to, liabilities owed to any CPPU Holder or Unitholder who

is a creditor of the Trust) and all subordinated debt); and

(ii) payments due to securities or ownership interests and all obligations of the Trust that

are expressed to rank senior to the CPPUs.

20.4 Payment of Priority Amount

20.4.1 The Trustee may make a payment of the Priority Amount to any CPPU Holder

only if that holder delivers to the Manager any evidence of title required by the

Manager together with any form of receipt and discharge required by the Trustee.

20.4.2 The Priority Amount may not be satisfied by a distribution in specie of the

Deposited Property to a CPPU Holder.

20.5 Deductions for Contingent Liabilities

The Trustee, at the direction of the Manager, may retain for as long as the Manager thinks

fit any part of the Priority Amounts which, in the Manager’s opinion, may be required to

meet any actual or contingent liability of the Trustee or the Manager or any amounts

payable actually or contingently to the Trustee or the Manager under the Trust Deed,

including but not limited to under Clause 26.5 of the Trust Deed.

20.6 Pro Rata Entitlement

If, upon any such dissolution or winding up of the Trust, the amount available for payment

of the Priority Amounts of the CPPU Holders is insufficient to fully satisfy the entire sum

of Priority Amounts of all the CPPU Holders, each CPPU Holder shall be entitled to recover

such proportion of his Priority Amount calculated based on the proportion of the amount

of the CPPU Holder’s entitlement relative to the total amount of all entitlements of the

holders of any securities or ownership interests and all obligations of the Trust which rank

pari passu with the CPPU Holder.

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20.7 No Further Rights to Participate in the Deposited Property

Save as expressly set out in the CPPU Terms, the CPPUs shall not confer any right or

claim as regards participation in the Deposited Property.

21. Redemption of CPPUs

21.1 Right of Redemption

21.1.1 No CPPU shall be redeemable at the option of a CPPU Holder.

21.1.2 Subject to paragraphs 21.3, 22.2.3 and 22.2.4 of these terms, the Manager shall

have the sole right to redeem any number of CPPUs for the time being issued and

outstanding in accordance with this paragraph 21.

21.1.3 Where the Manager exercises its right to redeem any CPPUs in accordance with

this paragraph 21, and there is more than one CPPU Holder, the number of

CPPUs sought to be redeemed in respect of each CPPU Holder shall be

pro-rated based on the proportion which the number of CPPUs owned by each

CPPU Holder bears to the total number of CPPUs for the time being issued and

outstanding provided that the number of CPPUs to be redeemed shall be rounded

up to the nearest whole number, where necessary.

21.2 Early Redemption at the Option of the Manager upon Occurrence of a Special Event

21.2.1 The Manager may at its sole discretion, redeem the CPPUs in whole but not in

part, upon the occurrence of the following events:

(i) a Gross-up Event;

(ii) an Accounting Event; or

(iii) a Rating Agency Event.

21.2.2 A “Gross-up Event” occurs when there is a change in, or amendment to, the laws

or regulations of Singapore or any political subdivision or any authority thereof or

therein having power to tax, or any change in the application or official

interpretation of such laws or regulations, which change or amendment becomes

effective on or after the date of issue of the CPPUs, the Trust would be required

to pay additional amounts such as withholding tax, in respect of the CPPUs and

such obligation cannot be avoided by the Trust, as the case may be, taking

reasonable measures available to it.

21.2.3 An “Accounting Event” occurs when the CPPUs must not or must no longer be

recorded as “equity” of the Trust pursuant to the Relevant Accounting Standard

prevailing on that date.

21.2.5 A “Rating Agency Event” occurs when there is a change in, or amendment, in

the equity credit criteria, guidelines or methodology of Fitch, Moody’s or any

other rating agency of equivalent international standing which results in a lower

equity credit for the CPPUs than the equity credit assigned on the issue date of

the CPPUs or, if equity credit is not assigned on the issue date of the CPPUs, at

the date when equity credit is assigned for the first time.

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21.3 Redemption Dates

The Manager shall be entitled (but shall not be obliged) to redeem any number of CPPUs

on each Redemption Date, being a Business Day to be determined at the Manager’s

discretion.

21.4 Redemption Notice

21.4.1 In the event the Manager wishes to exercise its Redemption Right, it shall issue

and deliver the Redemption Notice to the Registrar between 9.00 a.m. and 5.00

p.m. on the relevant Exercise Day.

21.4.2 Each Redemption Notice shall specify inter alia:

(i) the Redemption Date; and

(ii) the number of CPPUs to be redeemed on the Redemption Date.

21.4.3 The Redemption Notice shall be delivered in accordance with paragraph 29 of

these terms.

21.4.4 The Redemption Notice once delivered by the Manager to the Registrar shall be

irrevocable and may not be withdrawn.

21.4.5 No defect in the Redemption Notice shall affect the validity of the redemption

proceedings.

21.5 Confirmation of Redemption

The Registrar shall, as soon as practicable, notify the Manager and each CPPU Holder in

writing of the number of CPPUs, if any, to be redeemed from such holder on the relevant

Redemption Date and the Redemption Amount determined in accordance with paragraph

21.6 below. Such notification shall be conclusive and binding on each CPPU Holder. The

outcome of the exercise of Redemption Right by the Manager shall be announced on the

SGXNET as soon as practicable upon the Manager’s receipt of the notification from the

Registrar.

21.6 Redemption Amount

The Redemption Amount payable to a CPPU Holder on redemption of the CPPUs held by

it shall be the sum of:

21.6.1 100.0 per cent. of the Issue Price multiplied by the number of CPPUs to be

redeemed on the relevant Redemption Date; and

21.6.2 all the Preferred Distributions and Special Preferred Distributions which have

been declared but which remain unpaid as at the relevant Redemption Date.

21.7 Payment of Redemption Amount

21.7.1 Where the CPPUs are Unlisted, a redemption of the CPPUs and payment of the

Redemption Amount shall be made only if the CPPU Holder has delivered the

confirmation note(s) representing the CPPUs being redeemed at least two

Business Days prior to such redemption. No confirmation note needs to be

delivered where the CPPUs are Listed.

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21.7.2 The Manager shall have the option of issuing a cheque or relying on such other

method of payment as the Manager may specify in the Redemption Notice for the

purposes of paying the Redemption Amount.

21.7.3 The Redemption Amount shall be paid in cash only.

21.8 Special Preferred Distribution Entitlements upon Redemption

Where any CPPUs are to be redeemed, the Manager may, at its sole discretion, elect to

declare a Special Preferred Distribution of an amount per CPPU equivalent to the

Distribution Amount pro-rated over the relevant Special Preferred Distribution Period, on

all CPPUs for the relevant Special Preferred Distribution Period, which shall be payable on

the relevant Redemption Date and the provisions contained in paragraphs 16 and 18 of

these terms shall mutatis mutandis apply to the payment of Special Preferred

Distributions, provided that the Special Preferred Distribution in respect of each CPPU

shall, together with all prior distributions declared in respect of each CPPU in the relevant

year, not exceed the Distribution Amount.

21.9 Cancellation of Redeemed CPPUs

21.9.1 Any CPPUs properly redeemed in accordance with the CPPU Terms shall be

cancelled.

21.9.2 Where the CPPUs are Unlisted and only a part of the CPPUs held by a CPPU

Holder have been redeemed, a new confirmation note reflecting the remaining

number of CPPUs held by the CPPU Holder shall be issued by the Manager, or

the Agent appointed by the Manager, to the CPPU Holder and the provisions of

paragraph 6.4 above shall mutatis mutandis apply.

21.9.3 Where the CPPUs are Listed and only a part of the CPPUs registered in the name

of the Depository have been redeemed, a new confirmation note reflecting the

remaining number of CPPUs registered in the name of the Depository shall be

issued by the Manager, or the Agent appointed by the Manager, to the Depository

and the provisions of paragraph 6.2 above shall mutatis mutandis apply.

21.9.4 The Trustee shall remove or procure the removal of the name of the CPPU Holder

from the Register of Preferred Unitholders in respect of such number of CPPUs

redeemed, upon the delivery to the Trustee of a written statement signed by or on

behalf of the Manager that all the CPPUs or a specified number of CPPUs held

by such CPPU Holder have been redeemed.

21.10 Restrictions on Trading and Transfer of CPPUs in connection with Redemption and

Conversion

A CPPU may be subject to such trading (if the CPPUs are Listed) and/or such transfer

restrictions or other procedures as the Manager may, in consultation with the Trustee and,

where appropriate, the Agent and/or the Depository (where the CPPUs are Listed),

determine to be necessary to facilitate the conversion and redemption of CPPUs in

accordance with the terms hereunder and for compliance with paragraph 28. If the

Manager shall determine any restrictions on trading (if applicable) and/or transfer to be

necessary, the Manager shall notify such restrictions to the CPPU Holders by way of

SGXNET announcement as soon as practicable, and in any case, before the relevant

record date for determining entitlement of CPPU Holders to exercise their Conversion

Right hereunder.

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22. Conversion of CPPUs into Units

22.1 Right of Conversion

22.1.1 No CPPU shall be convertible into Units at the option of the Manager.

22.1.2 A CPPU Holder shall have the sole right to convert any number of CPPUs into

Units on any one or more Conversion Dates in accordance with this paragraph

22, provided that the number of CPPUs converted in each Financial Year shall

not exceed one-third of the total number of CPPUs initially issued to the CPPU

Holder.

22.2 Conversion Dates

22.2.1 Subject to paragraph 22.2.3 below, no CPPUs shall be convertible into Units

during the Restriction Period.

22.2.2 Subject to paragraphs 22.1.2, 22.2.4 and 22.2.5 and without prejudice to

paragraph 22.2.3 below, following the expiry of the Restriction Period, a CPPU

Holder shall be entitled (but shall not be obliged) to convert its CPPUs into Units

on each Conversion Date, being a Business Day to be determined at the CPPU

Holder’s discretion.

22.2.3 In the event that (i) an intention to make a general offer to acquire the Units,

including Units, if any, held by the CPPU Holders is announced in accordance

with the Singapore Code on Take-overs and Mergers or (ii) the Manager

announces an intention to carry out a Permitted Reorganisation, the CPPU

Holders shall, notwithstanding the Restriction Period and anything else to the

contrary in the other provisions of the CPPU Terms but to the extent permitted by

law and subject to any ruling from any relevant authority, be entitled (but shall not

be obliged) to exercise their Conversion Right to convert all or part of their

CPPUs into Units by delivering the Conversion Notice and the confirmation

note(s) representing the CPPUs being converted to the Registrar in accordance

with paragraph 22.5 below save that the Conversion Notice shall be issued and

delivered, together with the relevant confirmation note(s), on a Business Day

within 14 days from the date of the announcement of the general offer, and the

CPPUs shall be converted into Units on a Conversion Date occurring as soon as

reasonably practicable and in any event not more than two Business Days after

the delivery of the Conversion Notice and the relevant confirmation note(s).

22.2.4 If and whenever the Manager issues a Unit Redemption Notice, the Manager

shall at the same time issue a Unit Redemption Notice to the CPPU Holders as

if they were Unitholders. After the expiry of the Restriction Period and upon the

issuance of the Unit Redemption Notice, the CPPU Holders shall,

notwithstanding anything else to the contrary in the other provisions of the CPPU

Terms, be entitled (but shall not be obliged) to exercise their Conversion Right to

convert up to one-third of the total number of CPPUs initially issued into Units by

delivering the Conversion Notice and the confirmation note(s) representing the

CPPUs being converted to the Registrar in accordance with paragraph 22.5

below, save that the Conversion Notice shall be issued and delivered on a

Business Day together with the relevant confirmation note(s), within 14 days from

the date of the issuance of the Unit Redemption Notice. The CPPUs shall be

converted into Units on a Conversion Date occurring as soon as reasonably

practicable and in any event not more than two Business Days after the delivery

of the Conversion Notice and the relevant confirmation note(s). The CPPU

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Holders shall be entitled (but not be obliged) to redeem all or a part of their Units

issued upon such conversion on the terms and in the manner as set out in the

Unit Redemption Notice and subject to Clause 7 of the Trust Deed (save as

otherwise expressly provided in this paragraph 22.2.4). For the avoidance of

doubt, the CPPU Holders shall not be entitled to exercise their Conversion Right

when the Manager issues a Unit Redemption Notice during the Restriction

Period.

22.2.5 During the Restriction Period, the CPPU Holders shall not be entitled to exercise

their Conversion Right when the Manager exercises its Redemption Right. After

the expiry of the Restriction Period and in the event that the Redemption Right is

exercised in respect of any of the CPPUs, the CPPU Holders shall be entitled (but

shall not be obliged) at any time to exercise their Conversion Right to convert up

to one-third of the total number of CPPUs initially issued into Units in accordance

with paragraph 22.5 on a date no later than five Business Days prior to the date

fixed for redemption thereof. For the avoidance of doubt, any exercise of the

Conversion Right by the CPPU Holders in respect of their CPPUs which are the

subject of the Redemption Right shall prevail and the Redemption Notice shall be

disregarded in respect of such CPPUs, provided that the CPPU Holders have

exercised their Conversion Right no later than five Business Days prior to the

date fixed for redemption of such CPPUs.

22.2.6 For the purpose of computing the one-third limit on the CPPUs to be converted

pursuant to paragraphs 22.2.4 and 22.2.5 and determining the CPPUs which are

entitled to be converted, the Conversion Notices which are first served on the

Manager by the CPPU Holders in accordance with paragraph 22.5 shall prevail.

22.3 Conversion Ratio

The number of Units to be issued on conversion of a CPPU shall be determined by dividing

the Issue Price for such CPPU by the Conversion Price applicable as at the relevant

Conversion Date.

22.4 Fractions of Units

Fractions of Units will not be issued on conversion and no cash adjustments will be made

in respect thereof.

22.5 Conversion Notice

22.5.1 A CPPU Holder wishing to exercise its Conversion Right shall issue and deliver

to the Registrar between 9.00 a.m. and 5.00 p.m. on the relevant Exercise Day,

a Conversion Notice in the form (for the time being current) obtainable from the

specified office of the Registrar.

22.5.2 Each Conversion Notice shall specify, inter alia:

(i) the Conversion Date;

(ii) the number of CPPUs to be converted on the Conversion Date; and

(iii) (for so long as the Units are Listed on the SGX-ST) the details of the

Securities Account of the person or persons in respect of which the Units will

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be issued pursuant to the conversion will be credited, or (if the Units are not

Listed on the SGX-ST) details of the person or persons in respect of which

the Units to be issued pursuant to the conversion will be credited,

and shall contain, inter alia:

(a) a representation, warranty and undertaking from the CPPU Holder to the

Manager that, for the purposes of conversion on the relevant Conversion

Date and in respect of such number of CPPUs which the Registrar shall

declare as being convertible on that Conversion Date, (a) (where the

CPPUs are Unlisted), it is the registered holder of and will be the registered

holder of such number of CPPUs on the relevant Conversion Date; and (b)

(where the CPPUs are Listed), such number of CPPUs is held in its

Securities Account and will be held in its Securities Account on the relevant

Conversion Date; and

(b) an acknowledgement from the CPPU Holder that it shall be responsible for

paying all relevant Conversion Taxes.

22.5.3 The Conversion Notice shall be delivered by the CPPU Holder in accordance with

paragraph 29 below.

22.5.4 A Conversion Notice once delivered by the CPPU Holder shall be irrevocable and

may not be withdrawn unless the Manager consents to such withdrawal.

22.5.5 No defect in the Conversion Notice or in its issuance shall affect the validity of the

conversion proceedings.

22.6 Confirmation of Conversion

The Registrar shall, as soon as practicable, notify the Manager and the relevant CPPU

Holders in writing of the number of CPPUs to be converted on the relevant Conversion

Date at the Conversion Price. Such notification shall be conclusive and binding on each

CPPU Holder. The outcome of the exercise of Conversion Right by the CPPU Holders

shall on an aggregated basis, be announced on the SGXNET as soon as practicable upon

the Manager’s receipt of the notification from the Registrar.

22.7 Conversion Price

22.7.1 Subject to paragraph 22.7.2 below, the Conversion Price at which Units will be

issued upon conversion of the CPPUs shall be at a premium of 15 per cent.

above the theoretical ex-rights price (“TERP”) per Unit where:

TERP =A + B

C

Where:

A : market capitalisation of the Trust based on the Closing

Price

B : gross proceeds from the Rights Issue

C : the number of Units in issue after the Rights Issue

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Closing

Price

: The closing price of S$0.810 per Unit on the last trading

day of the Units prior to the announcement of the Rights

Issue

Rights Issue : The underwritten renounceable rights issue where new

Units would be offered to eligible holders of Units to raise

gross proceeds of approximately S$218.3 million.

22.7.2 The Conversion Price shall be subject to adjustment from time to time in the

manner provided in paragraph 22.8 below.

22.8 Adjustments to Conversion Price

22.8.1 The Conversion Price will be subject to adjustment in the following events:

(i) Consolidation or Subdivision or any Unit Buy-back

(a) If and when there shall be an alteration to the number of issued Units

as a result of consolidation or subdivision or as a result of any

buy-back of Units by the Trustee in accordance with the Listing Rules,

the Conversion Price shall be adjusted by multiplying the Conversion

Price in force immediately before such alteration by the following

fraction:

A

B

Where:

A : the aggregate number of issued Units immediately before

such alteration

B : the aggregate number of issued Units immediately after

such alteration

(b) Such adjustment shall become effective on the date the alteration

takes effect.

(ii) Capitalisation of Profits or Reserves:

(a) If and when any Units are issued, credited as fully paid to the Holders

or the Depositors (as the case may be) by way of capitalisation of

profits or reserves, save where Units are issued in lieu of the whole or

any part of a specifically declared cash distribution (the “Relevant

Cash Preferred Distribution”), being a distribution which the Holders

concerned would or could otherwise have received (a “Scrip Preferred

Distribution”), the Conversion Price shall be adjusted by multiplying

the Conversion Price in force immediately before such issue by the

following fraction:

A

B

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Where:

A : the aggregate number of issued Units immediately before

such issue

B : the aggregate number of issued Units immediately after

such issue

(b) In the case of an issue of Units by way of a Scrip Preferred Distribution

where the Market Price on the last trading day preceding the date on

which the Scrip Preferred Distribution is publicly announced of such

Units exceeds 105 per cent. of the amount of the Relevant Cash

Preferred Distribution or the relevant part thereof, the Conversion

Price shall be adjusted by multiplying the Conversion Price in force

immediately before the issue of such Units by the following fraction:

A + B

A + C

Where:

A : the aggregate number of Units in issue immediately before

such announcement

B : the aggregate number of Units issued by way of such Scrip

Preferred Distribution multiplied by a fraction of which (i) the

numerator is the amount of the whole, or the relevant part, of

the Relevant Cash Preferred Distribution and (ii) the

denominator is the Market Price on the last trading day

preceding the date on which the Scrip Preferred Distribution

is publicly announced, issued by way of Scrip Preferred

Distribution in respect of each existing Unit in lieu of the

whole, or the relevant part, of the Relevant Cash Preferred

Distribution

C : the aggregate number of Units issued by way of such Scrip

Preferred Distribution

or by making such other adjustment as the Independent Financial

Institution (acting as an expert), shall certify to the Trustee is fair and

reasonable.

(c) Such adjustment as set out in (a) and (b) shall become effective on the

date of issue of such Units or if a record date is fixed therefor, the day

immediately after such record date.

(iii) Rights Issues of Units or Options over Units

(a) If and when Units are issued to all or substantially all the Holders or the

Depositors (as the case may be) as a class by way of rights, or any

options, warrants or other rights to subscribe for or purchase any Units

are issued or granted to all or substantially all the Holders or the

Depositors (as the case may be), in each case at less than 95 per cent.

of the Market Price per Unit on the last trading day preceding the date

of the announcement of the terms of such issue or grant, the

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Conversion Price shall be adjusted by multiplying the Conversion Price

in force immediately before such issue or grant by the following

fraction:

A + B

A + C

Where:

A : the number of Units in issue immediately before such

announcement

B : the number of Units which the aggregate amount (if any)

payable for the Units issued by way of rights or for the

options or warrants or other rights issued by way of rights

and for the total number of Units comprised therein would

purchase at such Market Price per Unit

C : the aggregate number of Units issued or, as the case may

be, comprised in the issue or grant

(b) Such adjustment shall become effective on the date of issue of such

Units or issue or grant of such options, warrants or other rights (as the

case may be).

(iv) Rights Issues of Other Securities

(a) If and when any securities in the Trust (other than Units or options,

warrants or other rights to subscribe for or purchase Units) are issued

to all or substantially all the Holders or the Depositors (as the case may

be) as a class by way of rights, or any options, warrants or other rights

to subscribe for or purchase any securities (other than Units or options,

warrants or other rights to subscribe or purchase Units), the

Conversion Price shall be adjusted by multiplying the Conversion Price

in force immediately before such issue or grant by the following

fraction:

A − B

A

Where:

A : the Market Price of each Unit on the last trading day

preceding the date on which such issue or grant is publicly

announced

B : the fair market value on the date of such announcement, as

determined in good faith by an independent financial

institution (acting as an expert) (“Independent Financial

Institution”, and the fair market value, the “Fair Market

Value”), of the portion of the rights attributable to each Unit

(b) Such adjustment shall become effective on the date of issue of the

securities or grant of such rights, options or warrants (as the case may

be).

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(v) Issues of Units at less than the Market Price

(a) If and when any Units (other than Units issued on the exercise of

Conversion Rights, or on the exercise of any other rights of conversion

into, or exchange or subscription for, Units) are issued (otherwise than

as set out in paragraph 22.8.1(iii) above) or any options, warrants or

other rights to subscribe for or purchase Units are issued or granted

(otherwise than as set out in paragraph 22.8.1(iii) above), in each case

at a price per Unit which is less than 90 per cent. of the Market Price

on the last trading day preceding the date of announcement of the

terms of such issue, the Conversion Price shall be adjusted by

multiplying the Conversion Price in force immediately before such

issue by the following fraction:

A + B

C

Where:

A : the number of Units in issue immediately before the issue of

such additional Units or the grant of such options, warrants

or other rights to subscribe for or purchase any Units

B : the number of Units which the aggregate consideration

receivable for the issue of such additional Units would

purchase at such Market Price per Unit

C : the number of Units in issue immediately after the issue of

such additional Units

(b) References to additional Units in the above formula shall, in the case

of an issue of options, warrants or other rights to subscribe or purchase

Units, mean such Units to be issued, or otherwise made available,

assuming that such options, warrants or other rights are exercised in

full at the initial exercise price (if applicable) on the date of issue of

such options, warrants or other rights.

(c) Such adjustment shall become effective on the date of issue of such

additional Units or, as the case may be, the grant of such options,

warrants or other rights.

(vi) Issues of Other Securities at less than the Market Price

(a) Save in the case of an issue of securities arising from a conversion or

exchange of other securities in accordance with this paragraph

22.8.1(vi), if and when any securities (other than CPPUs) in the Trust

are issued (otherwise than as set out in paragraphs 22.8.1(iii),

22.8.1(iv) and 22.8.1(v) above) by the Manager, any subsidiary of the

Trust or any other company, person or entity at the direction or request

of or pursuant to any arrangements with the Trustee, the Manager or

any subsidiary of the Trust which by their terms of issue carry rights of

conversion into, or exchange or subscription for, Units to be issued

upon conversion, exchange or subscription at a consideration per Unit

which is less than 95 per cent. of the Market Price on the last trading

day preceding the date of announcement of the terms of issue of such

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securities, the Conversion Price shall be adjusted by multiplying the

Conversion Price in force immediately before such issue by the

following fraction:

A + B

A + C

Where:

A : the number of Units in issue immediately before such issue

B : the number of Units which the aggregate consideration

receivable by the Trust for the Units to be issued on

conversion or exchange or on exercise of the right of

subscription attached to such securities would purchase at

such Market Price per Unit

C : the maximum number of Units to be issued on conversion or

exchange of such securities or on the exercise of such rights

of subscription attached thereto at the initial conversion,

exchange or subscription price or rate

(b) Such adjustment shall become effective on the date of issue of such

securities.

(vii) Modification of Rights of Conversion etc

(a) Any conversion, exchange or subscription attaching to any such

securities as are mentioned in paragraph 22.8.1(vi) above (other than

in accordance with the terms applicable to such securities) so that the

consideration per Unit (for the number of Units available on

conversion, exchange or subscription following the modification) is

less than 95 per cent. of the Market Price on the last trading day

preceding the date of announcement of the proposals for such

modification. In such an event, the Conversion Price shall be adjusted

by multiplying the Conversion Price in force immediately before such

modification by the following fraction:

A + B

A + C

Where:

A : the number of Units in issue immediately before such

modification

B : the number of Units which the aggregate consideration (if

any) receivable by the Trust for the Units to be issued, or

otherwise made available, on conversion or exchange or on

exercise of the right of subscription attached to such

securities, in each case so modified, would purchase at such

Market Price per Unit on the last trading day preceding the

date of the announcement of the proposals or, if lower, the

existing conversion, exchange or subscription price of such

securities

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C : the maximum number of Units to be issued, or otherwise

made available, on conversion or exchange of such

securities or on the exercise of such rights of subscription

attached thereto at the modified conversion, exchange or

subscription price or rate but giving credit in such manner as

an Independent Financial Institution (acting as an expert),

considers appropriate (if at all) for any previous adjustment

under paragraph 22.8.1(vi) above or this paragraph

22.8.1(vii)

(b) Such adjustment shall become effective on the date of modification of

the rights of conversion, exchange or subscription attaching to such

securities.

(viii) Other Offers to Unitholders

(a) The issue, sale or distribution by or on behalf of the Trust or any

subsidiary of the Trust or (at the direction or request of or pursuant to

any arrangements with the Manager or any subsidiary of the Trust) any

other company, person or entity of any securities in connection with an

offer by or on behalf of the Trust or any of its subsidiary(ies) or such

other company, person or entity pursuant to which offer the Holders

generally (meaning for these purposes the holders of at least 60 per

cent. of the Units outstanding at the time such offer is made) are

entitled to participate in arrangements whereby such securities may be

acquired by them (except where the Conversion Price falls to be

adjusted under paragraph 22.8.1(iii), 22.8.1(iv) or 22.8.1(v) above). In

such an event, the Conversion Price shall be adjusted by multiplying

the Conversion Price in force immediately before such issue by the

following fraction:

A − B

A

Where:

A : the Market Price of one Unit on the last trading day

preceding the date on which such issue is publicly

announced

B : the Fair Market Value on the date of such announcement, of

the portion of the rights attributable to one Unit.

(b) Such adjustment shall become effective on the date of issue of the

securities.

22.8.2 The Trustee shall not be under any duty to monitor whether any event or

circumstance has happened or exists which may require an adjustment to be

made to the Conversion Price and will not be responsible to CPPU Holders for

any loss arising from any failure by it to do so.

22.8.3 On any adjustment, the relevant Conversion Price shall be rounded down to the

nearest S$0.0001.

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22.8.4 Any adjustment not required to be made, and any amount by which the

Conversion Price has not been rounded down, shall be carried forward and taken

into account in any subsequent adjustment.

22.8.5 No adjustment shall be made to the Conversion Price:

(i) where such adjustment (rounded down if applicable) would be less than 1.0

per cent. of the Conversion Price applicable at the time of such adjustment,

but instead carried forward in accordance with paragraph 22.8.4;

(ii) where such adjustment would result in a reduction of the Conversion Price

such that, on conversion of the CPPUs, Units would be issued in any

circumstances not permitted by applicable law; or

(iii) where such adjustment would result in an increase in the Conversion Price,

except in the case of a consolidation of the Units as referred to in paragraph

22.8.1(i) above or to correct a manifest error.

22.9 Notice of Adjustment in the Conversion Price

The Manager shall give notice to the CPPU Holders in accordance with paragraph 29

below of any change in the Conversion Price as soon as practicable after the

determination thereof. Any such notice relating to a change in the Conversion Price shall

set forth:

(i) the event giving rise to the adjustment;

(ii) the Conversion Price prior to such adjustment;

(iii) the adjusted Conversion Price; and

(iv) the effective date of such adjustment.

22.10 Taxes and Duties

22.10.1 A CPPU Holder must pay directly to the relevant authorities any Conversion

Taxes.

22.10.2 The relevant CPPU Holder shall provide an acknowledgement in the Conversion

Notice that it shall be responsible for paying all relevant Conversion Taxes.

22.10.3 Neither the Trustee nor the Manager shall be responsible or liable in any way to

anyone for any failure or omission by the CPPU Holders to pay the Conversion

Taxes.

22.11 Registration

22.11.1 For so long as the CPPUs are Unlisted, a conversion of the CPPUs and

corresponding issue of Units pursuant to such conversion shall be made only if

the CPPU Holder has delivered the confirmation note(s) representing the CPPUs

being converted at least two Business Days prior to such conversion.

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22.11.2 The Manager will, on the Conversion Date, upon the conversion of the CPPUs

into Units pursuant to the exercise of the Conversion Right:

(i) allot and issue the relevant number of Units for credit to the Securities

Account designated for the purpose in the Conversion Notice for so long as

the Units are Listed on the SGX-ST; or if the Units are not Listed on the

SGX-ST, allot and issue the relevant number of Units to the person or

persons designated for the purpose in the Conversion Notice;

(ii) (for so long as the Units are Listed on the SGX-ST) issue or cause to be

issued to the Depository a confirmation note confirming the allotment of

Units in accordance with the Trust Deed, and the Depository shall issue to

each relevant Depositor such contract statements, confirmation notes,

statements of accounts balances and statements of transactions and

accounts balances, and at such intervals, as may be provided for in the

Depository’s terms and conditions for operation of Securities Accounts;

(iii) (if the Units are not Listed on the SGX-ST) issue or cause to be issued to

the person or persons designated for the purpose in the Conversion Notice

a confirmation note confirming the allotment of Units in accordance with the

Trust Deed;

(iv) (where only a part of the CPPUs held by a CPPU Holder have been

converted and the CPPUs are Listed on the SGX-ST) issue or cause to be

issued to the Depository a new confirmation note reflecting the remaining

number of CPPUs held by the Depository and the provisions of paragraph

6.2 above shall mutatis mutandis apply; and

(v) (where only a part of the CPPUs held by a CPPU Holder have been

converted and the CPPUs are Unlisted) issue or cause to be issued to the

CPPU Holder a new confirmation note reflecting the remaining number of

CPPUs held by the CPPU Holder and the provisions of paragraph 6.4 above

shall mutatis mutandis apply.

22.11.3 The Trustee shall, upon the conversion of the CPPUs into Units pursuant to the

exercise of the Conversion Right on the Conversion Date, remove or procure the

removal of the name of the relevant CPPU Holder from the Register of Preferred

Unitholders as holder in respect of all or (as the case may be) such number of

CPPUs converted, and register or procure the registration of the Depository or

the person or persons designated for the purpose in the Conversion Notice (as

the case may be) in the Register as holder(s) in respect of the relevant number

of Units allotted and issued pursuant to the conversion, upon the delivery to the

Trustee of a written statement signed by or on behalf of the Manager stating that

all the CPPUs or a specified number of CPPUs held by such CPPU Holder have

been converted and the relevant number of Units have been allotted and issued

in the name of the Depository or the person or persons designated for the

purpose in the Conversion Notice (as the case may be).

22.11.4 The person or persons designated in the Conversion Notice shall become the

holder(s) on record of the number of Units issuable upon conversion with effect

from the Registration Date, being (i) where the Units are Listed on the SGX-ST,

the date the relevant Units are credited to their respective accounts with the

Depository or (ii) where the Units are Unlisted, the date of registration of such

person or persons as holders in the Register.

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22.12 Rights and Preferred Distribution Entitlements upon Conversion

22.12.1 The Units issued upon conversion of the CPPUs shall, in respect of entitlement

to distributions which may be declared in respect of Units and in all other

respects, rank pari passu with the existing Units in issue on the relevant

Registration Date, provided that a holder of Units issued on conversion of any

CPPUs shall not be entitled to any rights the record date for which precedes the

relevant Registration Date.

22.12.2 Where the Units to be issued upon conversion of the CPPUs shall entitle the

relevant holder to receive a distribution which may be declared in respect of the

Units for a Distribution Period, the CPPUs which are to be converted shall not

entitle the CPPU Holder to receive any Preferred Distributions in respect of any

Preferred Distribution Period coinciding with that Distribution Period.

23. Payment of Moneys to CPPU Holders

23.1 Place and Conditions of Payment

23.1.1 Save as otherwise expressly provided in the CPPU Terms, any moneys payable

by the Trustee or the Manager to any CPPU Holder under the provisions of the

CPPU Terms shall be paid by cheque sent through the post to the registered

address of such CPPU Holder or, in the case of CPPU Joint Holders, to the

registered address of the CPPU Joint Holders who is first named in the Register

of Preferred Unitholders or to the registered address of any other of the CPPU

Joint Holders as may be authorised by all of them. Every such cheque shall be

made payable to the order of the person to whom it is delivered or sent and

payment of the cheque by the banker upon whom it is drawn shall be a

satisfaction of the moneys payable and shall be a good discharge to the Trustee

or the Manager (as the case may be).

23.1.2 Where the Trustee or Manager (as the case may be) receives the necessary

authority in such form as the Trustee or Manager (as the case may be) shall

consider sufficient, the Trustee or Manager (as the case may be) shall pay the

amount due to any CPPU Holder to its bankers or other agent and the receipt of

such an amount by such bankers or other agent shall be a good discharge

therefor.

23.1.3 No amount payable to any CPPU Holder shall bear interest.

23.1.4 Unless otherwise expressly provided in the CPPU Terms, all moneys payable by

the Trustee or the Manager to any CPPU Holder under the provisions of the

CPPU Terms shall be paid in Singapore dollars.

23.2 Deductions

23.2.1 Without prejudice to any other provisions of the CPPU Terms, before any

payment is made to a CPPU Holder, there shall be deducted such amounts as

any law of Singapore or any law of any other country in which such payment is

made may require or allow in respect of any income or other Taxes, charges or

assessments whatsoever and there may also be deducted the amount of any

stamp duties or other government taxes or charges payable by the Manager or

(as the case may be) the Trustee for which the Manager or (as the case may be)

the Trustee may be made liable in respect of or in connection therewith.

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23.2.2 Neither the Manager nor the Trustee shall be liable to account to a CPPU Holder

for any payment made or suffered to be made by the Manager or (as the case

may be) the Trustee in good faith and in the absence of fraud, gross negligence,

wilful default or a breach of this Deed or a breach of trust to any duly empowered

fiscal authority of Singapore or elsewhere for Taxes or other charges in any way

arising out of or relating to any transaction of whatsoever nature under the Trust

Deed notwithstanding that any such payments ought not to be, or need not have

been, made or suffered to be made.

23.3 Receipt of CPPU Holders

The receipt of the CPPU Holder for any amounts payable in respect of the CPPUs shall

be a good and absolute discharge to the Manager or (as the case may be) the Trustee and

if several persons are registered as CPPU Joint Holders, or in consequence of the death

of a CPPU Unitholder, are entitled to be so registered, any one of them may give effective

receipts for any such amounts.

23.4 Unclaimed Moneys

23.4.1 Any moneys payable to a CPPU Holder under the CPPU Terms which remain

unclaimed after a period of 12 months shall be accumulated in the Unclaimed

Moneys Account from which the Trustee may, from time to time, make payments

to a CPPU Holder claiming any such moneys.

23.4.2 Subject to Clause 26 of the Trust Deed and the CPPU Terms, the Trustee shall

cause such sums which represent moneys remaining in the Unclaimed Moneys

Account for five years after the date for payment of such moneys into the

Unclaimed Moneys Account and interest, if any, earned thereon to be paid into

court after deducting from such sum all fees, costs and expenses incurred in

relation to such payment into court PROVIDED THAT if the said moneys are

insufficient to meet all such fees, costs and expenses, the Trustee shall be

entitled to have recourse to the Deposited Property.

24. Provision of Annual Report

The Manager shall, after the Listing Date, send to CPPU Holders within such period as

may be prescribed under the Trust Deed for despatch to Unitholders, an annual report

disclosing the matters set out in the Property Funds Appendix, the Listing Rules and any

other matters as may be prescribed by the relevant authorities.

25. Provision of Accounts

25.1 The Trustee shall send or cause to be sent to CPPU Holders, once a year (and within such

period as may be prescribed under the Trust Deed for despatch to Unitholders after the

end of the period to which they relate) together with the relevant annual report, Accounts

which contain such information as may be prescribed under the Property Funds Appendix,

where applicable, and such other information as the Manager may from time to time

determine.

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26. Meetings and Voting Rights

26.1 Meetings of Unitholders

The CPPU Holders shall not be entitled to attend and vote at meetings of Unitholders

except in the following circumstances:

(i) during such period as the Preferred Distribution or Special Preferred Distribution so

declared or any part thereof remains in arrears and unpaid for at least 12 months

after the date when the Preferred Distribution or Special Preferred Distribution should

otherwise have been paid if declared by the Manager;

(ii) in respect of any resolution which varies or abrogates any right, preference or

privilege of the CPPUs (including, without limitation, the authorisation, creation or

issue of any securities or ownership interests and all obligations of the Trust ranking

senior to (but excluding, for purposes of this paragraph 26.1 only, those ranking pari

passu with) the CPPUs as to entitlement to participate in the distributions and/or (in

the event of any dissolution or winding up of the Trust) the Deposited Property); or

(iii) in respect of any resolution for the dissolution or winding up of the Trust,

and every CPPU Holder who is present in person at such general Meetings shall have on

a show of hands, one vote and on a poll, one vote for every CPPU of which it is the holder.

26.2 Meetings of CPPU Holders

26.2.1 The CPPU Holders shall be entitled to attend and vote at meetings of the CPPU

Holders. The provisions of Schedule 1 of the Trust Deed shall mutatis mutandis

apply to any meeting of the CPPU Holders, except as otherwise provided in

paragraphs 26.3, 26.4, 26.5, 26.6 and 26.7 below.

26.2.2 A resolution passed at a meeting of CPPU Holders is binding on all CPPU

Holders.

26.3 Convening Meetings of CPPU Holders

26.3.1 A meeting of the CPPU Holders may be convened at the request in writing of such

number of CPPU Holders representing not less than 10 per cent. of the issued

CPPUs or by not less than 50 CPPU Holders.

26.3.2 A meeting of CPPU Holders duly convened and held in accordance with the

provisions of this paragraph 26 shall be competent by Extraordinary Resolution

to make any decision which is stated in the CPPU Terms as requiring the consent

of the CPPU Holders by way of an Extraordinary Resolution, and shall have such

further or other powers under such terms and conditions as may be determined

by the Manager with the prior written approval of the Trustee.

26.4 Notice of Meetings of CPPU Holders

The Trustee or the Manager shall cause a notice of any meeting at which any CPPU

Holder is entitled to vote, and any voting forms, to be mailed to each CPPU Holder in

accordance with paragraph 29 below.

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26.5 Quorum

Save in the event where one CPPU Holder holds all the CPPUs in issue (in which case that

CPPU Holder shall constitute the quorum), the quorum for any meeting of CPPU Holders

shall not be less than two CPPU Holders (whether present in person or by proxy), provided

that the quorum at a meeting of CPPU Holders to approve any variation or abrogation of

the rights, preferences or privileges of the CPPUs shall be such number of CPPU Holders

holding or representing not less than two-thirds of the outstanding number of CPPUs.

26.6 Voting

A poll may be demanded by such number of CPPU Holders present at the meeting (in

person or by proxy) and having the right to vote on the resolution, holding not less than

one-tenth in value of the CPPUs in issue.

26.7 Resolutions

A resolution in writing signed by or on behalf of at least 75 per cent. of the CPPU Holders

for the time being entitled to receive notice of any meeting of CPPU Holders shall be as

valid and effectual as a resolution (including an Extraordinary Resolution) passed at a

meeting of those CPPU Holders duly called and constituted. Such resolution may be

contained in one document or in several documents in the like form each signed by or on

behalf of one or more of the CPPU Holders concerned.

27. Variations of Rights

27.1 Subject to paragraph 27.2 below, unless otherwise required by the Relevant Laws,

Regulations and Guidelines, any variation or abrogation of the rights, preferences or

privileges applicable to the CPPUs (including, without limitation, the authorisation,

creation or issue of any securities or ownership interests and all obligations of the Trust

ranking pari passu with or senior to the CPPUs as to entitlement to participate in the

distributions of the Trust and/or (in the event of any dissolution or winding up of the Trust)

the Deposited Property) by way of amendment of the Trust Deed or otherwise shall

require:

(i) the consent in writing of such number of CPPU Holders holding an aggregate of at

least 75 per cent. of the outstanding number of the CPPUs; or

(ii) the sanction of an Extraordinary Resolution passed at a separate meeting of the

relevant CPPU Holders.

27.2 No consent or sanction of the relevant CPPU Holders shall be required in respect of any

variation or abrogation of the rights, preferences or privileges applicable to the CPPUs if

such variation or abrogation is:

(i) necessary in order to comply with applicable fiscal, statutory or official requirements

(whether or not having the force of law), including, without limitation, requirements

under the Relevant Laws, Regulations and Guidelines; or

(ii) made to correct a manifest error.

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27.3 For the avoidance of doubt, the authorisation, creation or issue of further Units or other

securities or ownership interests and all obligations of the Trust ranking junior to the

CPPUs as to entitlement to participate in the distributions and/or (in the event of any

dissolution or winding up of the Trust) the Deposited Property shall not be deemed to be

a variation or abrogation of the rights, preferences or privileges of the CPPUs.

28. Transfer of CPPUs

28.1 Save as provided in paragraph 21.10 above, there are no restrictions on the transfer of the

CPPUs. In any case of transfer, all charges in relation to such transfer as may be imposed

by the Manager and/or the Depository shall be borne by the CPPU Holder or (as the case

may be) the CPPU Depositor who is the transferor.

28.2 For so long as the CPPUs are Unlisted, the transfer of any CPPUs shall comply with the

following procedures:

28.2.1 Any transfer shall be subject to compliance with laws, regulations and

requirements under the Listing Rules.

28.2.2 Any CPPU Holder who wishes to transfer any of its CPPUs shall issue and deliver

a Transfer Instrument to the Manager at its registered office duly signed by the

transferor and transferee.

28.2.3 The Transfer Instrument shall be in such form as the Manager and the Trustee

may from time to time approve, and shall specify the number of CPPUs to be

transferred and the name of the transferee.

28.2.4 The Transfer Instrument must be duly stamped (if required by law) and left with

the Manager for registration accompanied by:

(i) any necessary declarations or other documents that may be required by in

consequence of any Relevant Laws, Regulations and Guidelines for the

time being in force and by such evidence as the Manager may require to

prove the title of the transferor or his right to transfer the CPPUs, and

(ii) the relevant confirmation note(s) representing the CPPUs to be transferred.

28.2.5 No notice of transfer or purported transfer shall be entered on the Register of

Preferred Unitholders, and no transfer or purported transfer of a CPPU shall

entitle the transferee to be registered as a CPPU Holder, unless the transfer has

been properly effected in accordance with the CPPU Terms.

28.2.6 Following the delivery of the notice, the Manager or the Agent appointed by the

Manager shall, in accordance with paragraph 6.4 above, issue to the transferee

a confirmation note confirming the number of CPPUs held by it and, where the

transferor has transferred only a part of the CPPUs held by it, issue to the

transferor a confirmation note confirming the remaining number of CPPUs held

by it upon completion of the transfer.

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28.2.7 The Trustee shall remove or procure the removal of the name of the transferor

from the Register of Preferred Unitholders in respect of all or (as the case may

be) such number of CPPUs transferred, upon the delivery to the Trustee of a

written statement signed by or on behalf of the Manager that all the CPPUs or a

specified number of CPPUs held by such transferor have been transferred, and

shall register the name of the transferee in respect of such number of CPPUs as

may be transferred to it pursuant to the transfer.

28.3 For so long as the CPPUs are Listed on the SGX-ST, the following provisions shall apply

to a transfer of any Preferred Units of such class:

28.3.1 Any transfer shall be subject to compliance with the Relevant Laws, Regulations

and Guidelines.

28.3.2 Transfers of the CPPUs between the CPPU Depositors shall be effected

electronically through the Depository making an appropriate entry in the CPPU

Depository Register in respect of the CPPUs that have been transferred in

accordance with the Depository Requirements and the provisions of paragraph

28.2 shall not apply.

28.3.3 The Manager shall be entitled to appoint the Depository to facilitate transactions

of the CPPUs within the Depository and maintain records of CPPU Holders

credited into Securities Accounts and to pay out of the Deposited Property all

fees, costs and expenses of the Depository arising out of or in connection with

such services to be provided by the Depository.

28.3.4 Any transfer or dealing in the CPPUs on the SGX-ST between a CPPU Depositor

and another person shall be transacted at a price agreed between the parties and

settled in accordance with the Depository Requirements.

28.3.5 The broker or other financial intermediary effecting any transfer or dealing in the

CPPUs on the SGX-ST between a CPPU Depositor and another person shall be

deemed to be the agent duly authorised by any such CPPU Depositor or person

on whose behalf the broker or intermediary is acting.

28.3.6 In any case of transfer, all charges in relation to such transfer as may be imposed

by the Manager and/or the Depository shall be borne by the CPPU Depositor who

is the transferor.

28.3.7 In the case of a transfer of CPPUs from a Securities Account into another

Securities Account, the instrument of transfer (if applicable) shall be in such form

as provided by the Depository and the transferor shall be deemed to remain the

CPPU Depositor in respect of the CPPUs transferred until the relevant CPPUs

have been credited into the Securities Account of the transferee or transferred

out of a Securities Account and registered in the CPPU Depository Register.

28.3.8 No transfer or purported transfer of a CPPU Listed on the SGX-ST other than a

transfer made in accordance with this paragraph 28.3 shall entitle the transferee

to be registered in respect thereof.

28.4 If the CPPUs are Listed on any other Recognised Stock Exchange, the transfer of the

CPPUs shall be in accordance with the requirements of the relevant Recognised Stock

Exchange.

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28.5 Successors in Title

The successor in title of any CPPU Holder resulting from a merger or amalgamation shall,

upon producing such evidence as may be required by the Manager and the Trustee of the

succession, be the only person recognised by the Trustee and the Manager as having title

to the CPPUs.

29. Delivery of Documents and Notices

The provisions of Clause 27 of the Trust Deed shall mutatis mutandis apply to any notice

or other document that may be served by the Trustee or the Manager upon any CPPU

Holder, or vice versa, and the service of any such notices or other documents to the

relevant recipient.

30. Destruction of Documents

Subject to any Relevant Laws, Regulations and Guidelines, the Trustee (or the Manager

or the Agent with the approval of the Trustee) shall (subject as hereinafter provided) be

entitled to destroy:

(i) all distribution mandates which have been cancelled or lapsed at any time after the

expiration of six years from the date of cancellation or lapse;

(ii) all notifications of change of address after the expiration of one year from the date

of the recording of the notification;

(iii) all forms of proxy in respect of any meeting of CPPU Holders, one year from the date

of such meeting in respect of which the proxy was given; and

(iv) the Register of Preferred Unitholders, statements and other records and documents

relating to the Trust at any time after the expiration of six years from the date of

termination of the Trust,

and neither the Trustee nor the Manager nor its Agents shall be under any liability

whatsoever in consequence thereof and unless the contrary be proved every document so

destroyed shall be deemed to have been a valid and effective instrument in accordance

with the recorded particulars thereof.

PROVIDED THAT:

(a) the provisions aforesaid shall apply only to the destruction of a document in good

faith and without notice of any claim (regardless of the parties thereto) to which the

document may be relevant;

(b) nothing in this paragraph 30 shall be construed as imposing upon the Trustee or the

Manager or its Agents any liability in respect of the destruction of any document

earlier than as aforesaid or in any case where the conditions of paragraph 25 are not

fulfilled; and

(c) references herein to the destruction of any document include references to the

disposal thereof in any manner.

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31. Appointment of Agents

Without in any way affecting the generality of its powers, the Manager and the Trustee, in

carrying out and performing their respective duties and obligations under the CPPU

Terms, may appoint such person or persons (including, without limitation, the Registrar or

any other Agents) to exercise any or all of their respective powers and discretions and to

perform all or any of their respective obligations hereunder PROVIDED THAT the Manager

or, as the case may be, the Trustee, shall be liable for all acts and omissions of such

persons as if such acts or omissions were its own acts or omissions and all disbursements,

expenses, duties and outgoings in relation thereto shall be paid from the Deposited

Property as an expense of the Trust.

32. Directors’ Disclosure Obligations

32.1 Without prejudice to his obligations under Relevant Laws, Regulations and Guidelines,

each director of the Manager shall give notice to the Manager of:

(i) his acquisition of CPPUs or of an interest in CPPUs, and

(ii) changes to the number of CPPUs which he holds or in which he has an interest,

within two Business Days from the acquisition or the occurrence of the event giving rise

to the change.

32.2 A director of the Manager has an interest in CPPUs:

(i) if the director is the beneficial owner of a CPPU (whether directly through a direct

Securities Account or indirectly through a Depository Agent or otherwise);

(ii) if a body corporate is the beneficial owner of a CPPU and the director is entitled to

exercise or control the exercise of not less than 20 per cent. of the votes attached to

the voting shares in the body corporate;

(iii) if the director’s spouse or Minor child (including step-child and adopted child) has any

interest in a CPPU (including in the circumstances contemplated by paragraphs

32.2(i) and 32.2(ii) above);

(iv) if the director, his spouse or Minor child (including step-child and adopted child):

(a) has entered into a contract to purchase a CPPU;

(b) has a right to have a CPPU transferred to any of them or to their order, whether

the right is exercisable presently or in the future and whether on the fulfilment of

a condition or not;

(c) has the right to acquire a CPPU under an option, whether the right is exercisable

presently or in the future and whether on the fulfilment of a condition or not; or

(d) is entitled (otherwise than by reason of any of them having been appointed a

proxy or representative to vote at a meeting of CPPU Holders) to exercise or

control the exercise of a right attached to a CPPU, not being a CPPU of which any

of them is the holder; and

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(v) if property subject to a trust consists of or includes a CPPU and the director knows,

or ought reasonably to know or has reasonable grounds for believing, that he or any

of the persons referred to in paragraph 32.2(iv) above has an interest under the trust

and the trust property consists of or includes the CPPU.

33. Acting Consistently with the Purpose of the CPPUs

The Trustee and the Manager each hereby acknowledges that the CPPU Terms are

intended to confer certain rights, preferences and privileges on the CPPUs over certain

classes of securities (including Units) as set out in the Trust Deed and hereby undertakes

to give full effect to such intention and not to carry out any act or take any action which may

be inconsistent with or contrary to such intention and which may prejudice the rights and

entitlements of CPPU Holders hereunder.

34. Power to Implement Additional Procedures

The Manager shall have the power to implement such additional procedures or make

amendments to the terms hereunder (to the extent they are procedural or administrative

in nature) as it may, in consultation with the Trustee and, where appropriate, the Agent

and/or the Depository (where the CPPUs are Listed on the SGX-ST), determine in its sole

discretion to be necessary in order to facilitate the administration of the CPPUs.

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APPENDIX C

PROFIT FORECAST

Statements contained in this section which are not historical facts may be forward-lookingstatements. Such statements are based on the assumptions set forth in this section and aresubject to certain risk and uncertainties which could cause actual results to differ materially fromthose projected. Under no circumstances should the inclusion of such information herein beregarded as a representation, warranty or prediction with respect to the accuracy of the underlyingassumptions by the Manager or any other person nor that these results will be achieved or arelikely to be achieved.

The following table sets out OUE C-REIT Group’s Forecast Statement of Total Return for theperiod from 1 October 2015 to 31 December 2015 (the “Forecast Period”) (the “Profit Forecast”).The Profit Forecast has been examined by the Independent Accountants and should be readtogether with their report set out in Appendix D of this Circular as well as the assumptions andsensitivity analysis set out below.

The Profit Forecast is presented based on the following:

(A) Scenario A – Based on the acquisition of a 75.0% indirect interest in OUBC

Scenario A has been prepared based on the following assumptions:

• OUE C-REIT acquires a minimum indirect interest of 75.0% in OUBC;

• the estimated Total Acquisition Cost is S$1,061.2 million comprising the expectedPurchase Consideration of S$1,034.0 million and Acquisition Fee payable in Units tothe Manager of S$9.6 million and estimated debt and/or equity financing related costs,stamp duty, professional and other expenses related to the proposed Acquisition isS$17.6 million;

• the Purchase Consideration for the proposed Acquisition, the financing-related andAcquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9 RightsUnits for every 20 existing Units at the Rights Issue Price of S$0.555;


− issuance of S$500.0 million of CPPUs with a preferred distribution of 1.0% perannum; and

− issuance of 13.2 million new Units as satisfaction of the Acquisition Fee of S$9.6million to the Manager; and


(B) Scenario B – Based on the acquisition of an 83.33% indirect interest in OUBC

Scenario B has been prepared based on the following assumptions:

• OUE C-REIT acquires a maximum indirect interest of 83.33% in OUBC;

• the estimated Total Acquisition Cost is S$1,178.3 million comprising the expectedPurchase Consideration of S$1,148.8 million, Acquisition Fee payable in Units to theManager of S$10.7 million and estimated debt and/or equity financing related costs,stamp duty, professional and other expenses related to the proposed Acquisition isS$18.8 million;

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• the Purchase Consideration for the proposed Acquisition, the financing-related andAcquisition-related costs are funded through the following:

− issue of 393,305,817 Rights Units to Eligible Unitholders on the basis of 9 RightsUnits for every 20 existing Units at the Rights Issue Price of S$0.555;


− issuance of S$550.0 million of CPPUs with a preferred distribution of 1.0% perannum; and

− issuance of 14.7 million new Units as satisfaction of the Acquisition Fee of S$10.7million to the Manager; and


Forecast Statement of Total Return

Forecast Period(1 October 2015 – 31 December 2015)

ExistingPortfolio


S$’000 Scenario A Scenario B

Gross revenue 19,740 40,263 40,263Property operating expenses (5,259) (11,334) (11,334)

Net property income 14,481 28,929 28,929Other income 2,174 2,174 2,174Amortisation of intangible asset (1,047) (1,047) (1,047)Manager’s management fees (1,290) (2,293) (2,404)Trustee’s fee (75) (135) (140)Other expenses (408) (685) (685)

Finance income 19 19 19Finance cost (5,143) (11,850) (12,516)

Net finance costs (5,124) (11,831) (12,497)

Total return for the period before tax 8,711 15,112 14,330Tax expense (1,084) (2,983) (2,983)


Attributable to:Unitholders 7,627 9,889 9,853Non-controlling interest – 2,240 1,494


Reconciliation from total return for theperiod to amount available for distributionto UnitholdersTotal return attributable to Unitholders 7,627 9,889 9,853Distribution adjustments(2) 4,306 6,077 6,306

11,933 15,966 16,159Distribution attributable to CPPU Holders(3) – (1,250) (1,375)

Amount available for distribution 11,933 14,716 14,784

Number of Units entitled to Distribution (’000) 878,774(4) 1,286,996(5) 1,288,615(6)

Assuming CPPUs are not converted:DPU (cents) 1.36 1.14 1.15DPU Yield (annualised) 6.6%(7) 6.2%(8) 6.2%(8)

DPU Yield based on Rights Issue Price(annualised) N/A 8.2% 8.2%

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Notes:

(1) Enlarged Portfolio comprises Existing Portfolio and 75.0% indirect interest in OUBC and 83.33% indirect

interest in OUBC under Scenario A and Scenario B respectively.

(2) Distribution adjustments comprise non-tax deductible and other adjustments, mainly 100% of the Manager’s

management base fee payable in Units, amortisation of intangible assets, amortisation of debt-related

transaction costs, trustee’s fee, depreciation expense and deferred tax expense.

(3) Assumes the issuance of S$500.0 million and S$550.0 million of CPPUs with a preferred distribution of 1.0%

per annum for Scenario A and Scenario B respectively.

(4) Comprises 874.0 million Units issued as at the Latest Practicable Date and estimated 4.8 million Units to be

issued in satisfaction of the Manager’s management base fee from the Latest Practicable Date to 31

December 2015.



December 2015, 13.2 million new Units to be issued in satisfaction of the Acquisition Fee payable to the

Manager for the proposed Acquisition and 393.3 million new Units to be issued for the Rights Issue at the

Rights Issue Price of S$0.555.



December 2015, 14.7 million new Units to be issued in satisfaction of the Acquisition Fee payable to the

Manager for the proposed Acquisition and 393.3 million new Units to be issued for the Rights Issue at the

Rights Issue Price of S$0.555.



1. Assumptions

The major assumptions made in preparing the Profit Forecast are set out below. The

Manager considers these assumptions to be appropriate and reasonable at the date of this

Circular.

1.1 Gross Revenue for the Properties

1.1.1 Gross Revenue

Gross revenue comprises the following:

(i) gross rental income which consist of base rental income, turnover rent and

service fee income (“Gross Rental Income”);

(ii) other property related income derived from the properties; and

(iii) net of 5.65% business tax and surcharges for Lippo Plaza.

For the Existing Portfolio, the gross revenue is forecasted to be S$19.7 million for the

Forecast Period for both scenarios.

The percentage of projected Gross Rental Income attributable to committed leases

(including legally binding letters of offer which have been accepted) for the Existing

Portfolio as at 31 March 2015 are estimated as follows:

Percentage of Gross Rental Income

attributable to committed leases (%) Existing Portfolio

OUE Bayfront 95.6%

Lippo Plaza 92.2%

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Following the expiry of a committed lease, the Manager has used the following

process to forecast the gross rent for the period following such expiry:

(i) The Manager has assessed the market rent for each portion of lettable area as

at 31 March 2015. The market rent is the rent which the Manager believes could

be achieved if each lease was renegotiated as at 31 March 2015 and is

estimated with reference to (a) gross rent payable pursuant to comparable

leases for tenancies that have recently been negotiated, (b) the effect of

competing retail and office properties, (c) assumed tenant retention rates on

lease expiry, (d) likely market conditions, (e) inflation levels and (f) tenant

demand levels.

(ii) If a committed lease expires in the Forecast Period, the Manager has assumed

that the rental rates payable under the new lease (or lease renewal) will be the

market rent, or the actual rent committed (if the lease agreement or letter of

offer has been entered into).

For One Raffles Place, the gross revenue is forecasted to be S$20.5 million. The

Manager has assumed the market rent, which the Manager believes could be

achieved and is estimated with reference to (a) the effect of competing office and

retail properties, (b) assumed tenant retention rates on lease expiry, (c) likely market

conditions, (d) inflation levels and (e) tenant demand levels.

1.1.2 Vacancy Allowance

For leases expiring during the Forecast Period, where the actual vacancy period are

already known pursuant to commitment to leases which are in place as at 31 March

2015, the actual vacancy periods have been used in the forecast.

For the leases expiring during the Forecast Period which are assumed not to be

renewed, it has been assumed that these leases will experience a vacancy period of

between 2.0 to 6.0 months for OUE Bayfront and Lippo Plaza and 6.0 months for One

Raffles Place before rent becomes payable under a new lease.

1.1.3 Other Income earned from the Properties

Other income comprises car park revenue, and other income attributable to the

operation of the Properties, including items such as license fees, profit rent,

temporary air-conditioning and chilled water supply. The assessment of other income

is based on existing agreements, historical income collections and the Manager’s

assessment of the properties.

1.2 Property Operating Expenses

Property operating expenses consist of property-related taxes, property management fee,

centre management fee and other property expenses (including operating and maintenance

expenses, energy and utilities expenses and marketing expenses) relating to the

properties. The assumptions made in calculating the property operating expense are set out

below:

1.2.1 Property-related Taxes

Property-related taxes have been estimated based on the assumptions below:

(i) OUE Bayfront: property tax is payable at 10.0% of the annual value of the

property and income support from OUE Limited.

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(ii) Lippo Plaza: real estate tax will remain at 12.0% of the gross rental income and

other income.

(iii) One Raffles Place: property tax is payable at 10.0% of the Manager’s estimate

of the annual value of the Property.

1.2.2 Property Management Fee

For OUE Bayfront, the property manager is entitled to the following fees:

(i) 2.0% per annum of gross revenue in respect of property management services

(ii) 2.0% per annum of net property income (calculated before accounting for the

property management fee in that financial period) in respect of property

management services

(iii) 0.5% per annum of the net property income (calculated before accounting for

the property management fee in that financial period) in respect of leasing

management services

No property management fee is payable for Lippo Plaza and One Raffles Place.

1.2.3 Centre Management Fee

For each of Lippo Plaza and One Raffles Place, there is a team dedicated to the

management of the property. Centre management fee relates to the salaries and

related expenses to these dedicated teams. These expenses are estimated after

taking into consideration the actual historical fees, and expected inflation.

1.2.4 Other property operating expenses

Operating and maintenance expenses relate to costs incurred for the upkeep of the

properties, including cleaning, security, repair and maintenance, insurance as well as

other general and administrative expenses. These expenses are estimated after

taking into consideration the actual historical operating and maintenance costs, and

expected inflation.

Energy and utilities costs are estimated based on the historical rates, expected rate

increments and expected utilisation.

Marketing expenses relate to the costs incurred in marketing, advertising and

promoting the properties. Such expenses are estimated after taking into

consideration the actual historical expenses and expected inflation.

For Lippo Plaza and One Raffles Place, there is an additional leasing commission

expense applicable to each new tenant leased up payable to the respective letting

agent, for an amount of between 1.0 to 1.25 months of contracted rental income.

1.3 Other Income

Other income comprises income support relating to the top-up payments from the Sponsor.

Under the deed of income support entered into with the Sponsor (“Deed of Income

Support”), the Sponsor will provide income support to OUE C-REIT for a period of up to five

years from 27 January 2014 in respect of OUE Bayfront. The income support is calculated

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as the shortfall between the target gross rental income of OUE Bayfront in each quarter as

set out in the Deed of Income Support and the actual gross rental income. The Manager has

projected an income support amount of S$2.2 million for the Forecast Period.

1.4 Amortisation of Intangible Asset

Intangible asset represents the unamortised income support receivable by OUE C-REIT

from the Sponsor pursuant to the Deed of Income Support as described in Section 1.3. The

amortisation of the intangible asset represents the amortisation of the asset over its

estimated useful life. The amortisation expense does not have impact on the amount

available for distribution to Unitholders.

1.5 Manager’s Management Fees

The base fee is 0.3% per annum on the value of the gross assets of OUE C-REIT and the

performance fee is 25.0% per annum of the difference in DPU in a financial year with the

DPU in the preceding full financial year (calculated before accounting for the performance

fee but after accounting for the base fee in each financial year) multiplied by the weighted

average number of units in issue for such financial year. The Manager has opted to receive

payment in Units for the Forecast Period.

The Manager has assumed that there is no performance fee payable for the financial year

ending 31 December 2015.

1.6 Other Expenses

Other expenses include recurring operating expenses such as annual listing fees, auditing

and tax advisers’ fees, registry fees, valuation costs, costs associated with the preparation

and distribution of reports to Unitholders, investor communication costs, debt facility agent

fees, credit rating maintenance fees, operating costs for OUE C-REIT Group and other

miscellaneous expenses. These expenses are estimated after taking into consideration the

actual historical operating costs, and expected inflation.

1.7 Finance Costs

As at the Latest Practicable Date, OUE C-REIT has put in the place the following secured

facilities:

(i) term loan facilities with loan maturities of three to five years of S$580.0 million,

comprising (a) a five-year term loan facility of S$280.0 million and (b) a three-year

term loan facility of S$300.0 million,

(ii) revolving credit facility, comprising a three-year revolving credit facility of S$100.0

million, and

(iii) term loan facility for Lippo Plaza, with a loan maturity of three years of RMB248.9

million.

The Manager intends to put in place, on a secured basis, a senior term loan facility with loan

maturity of three years of between S$333.3 million and S$399.3 million to finance the

proposed Acquisition of the indirect interest in OUBC.

An existing S$370.0 million secured three-year senior term loan facility has been put in

place in OUBC.

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The Manager has also entered into derivative instruments of varying tenures to fix the

interest that is payable under the current facilities. The Manager has assumed an average

cost of debt of about 3.54% and 3.56% for the loans of OUE C-REIT Group, inclusive of the

cost of derivative instruments, for Scenario A and B respectively.

1.8 Income Tax Expense

The following taxes have been taken into account in the Forecast Period:

(i) 17% tax on the net profit of OUBC;

(ii) 10% PRC withholding tax;

(iii) 25% PRC deferred tax; and

(iv) 25% PRC income tax.

1.9 Capital Expenditure

The table below sets out the projected capital expenditure for the properties which is

projected based on the proposed asset enhancement works and the Manager’s estimated

cost to be incurred for improvement works.

Year ending 31 December 2015

Capital Expenditure S$’000

OUE Bayfront 1,813

Lippo Plaza 4,725

Total 6,538

Forecast Period

Capital Expenditure S$’000

One Raffles Place 5,000

Capital expenditure incurred is capitalised in investment properties and has no impact on

net income or distribution income of OUE C-REIT.

1.10 Investment Properties

For the Forecast Period, it has been assumed that the valuation of the Existing Portfolio will

remain unchanged from those as of 31 December 2014, except to the extent of the capital

expenditure incurred as described in Section 1.9. It is assumed that the valuation of the

OUBC Interest of S$1,734 million is based on the valuation as at 5 June 2015 except to the

extent of the capital expenditure to be incurred as described in Section 1.9. These

assumptions are made when estimating the value of the Deposited Property for the

purposes of forecasting the base component of the asset management fees and Trustee’s

fees.

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1.11 Rights Issue

The Profit Forecast has been prepared based on the Rights Issue Price of S$0.555 per new

Unit issued under the Rights Issue and on the assumption that the proceeds from the Rights

Issue will be used to part finance the proposed Acquisition.

The costs associated with the Rights Issue are expected to be S$9.7 million and will be paid

by OUE C-REIT on completion of the Rights Issue. These costs will be charged against

Unitholders’ funds in OUE C-REIT’s statement of financial position and have no impact on

its net income or distribution income.

1.12 Foreign Exchange Rates

The Manager has assumed the following exchange rates for the Profit Forecast:

Foreign Exchange Rate Forecast Period

Renminbi/Singapore Dollar 4.75

1.13 Accounting Standards

The Manager has assumed that there will be no change in the applicable accounting

standards or other financial reporting requirements that may have a material effect on the

forecast or projected net income. A summary of the significant accounting policies of OUE

C-REIT may be found in the FY 2014 Audited Financial Statements.

1.14 Other Assumptions

The Manager has made the following additional assumptions in preparing the Profit

Forecast:

(i) Other than the proposed Acquisition, OUE C-REIT’s property portfolio remains

unchanged.

(ii) No new Units will be issued by OUE C-REIT other than the new Units proposed to be

issued under the Rights Issue and new Units proposed to be issued in payment of the

Acquisition Fees and base fees for the manager’s management fee.

(iii) There will be no material change to the taxation legislation or other legislation.

(iv) There will be no material change to the tax rulings previously obtained.

(v) All the lease agreements in relation to the properties are enforceable and will be

performed in accordance with their terms during the Forecast Period.

(vi) All the credit facilities as described in section 1.7 are available for the Forecast Period.

(vii) Fair value of any derivative financial instruments are assumed to be unchanged over

the Forecast Period.

(viii) 100.0% of OUE C-REIT’s amount available for distribution is distributed for the

Forecast Period.

(ix) 100.0% of the base management and acquisition fees are paid to the Manager in

Units.

C-8

2. Sensitivity Analysis for the Enlarged Portfolio

The Profit Forecast is based on a number of key assumptions that have been outlined earlier.

Unitholders should be aware that future events cannot be predicted with any certainty and

deviations from the figures forecast in this Circular are to be expected. To assist Unitholders

in assessing the impact of these assumptions on the Profit Forecast, the sensitivity of DPU

to changes in the key assumptions are set out below.

The sensitivity analysis below is intended as a guide only, and variation in actual

performance could exceed the ranges shown. Movements in other variables may offset or

compound the effect of a change in any variable beyond the extent shown.

2.1 Gross Rental Income

Changes in the Gross Rental Income will impact the net property income of OUE C-REIT and,

consequently, the DPU. The assumptions for Gross Rental Income have been set out earlier

in this section. The effect of variation in the Gross Rental Income on the DPU is set out

below:

DPU pursuant to changes in Gross Rental Income

(cents)


5.0% above base case 1.19 1.20

Base case 1.14 1.15

5.0% below base case 1.09 1.09

2.2 Property Operating Expenses

Changes in the property operating expenses will impact the net property income of OUE

C-REIT and, consequently, the DPU. The assumptions for property operating expenses have

been set out earlier in this section. The effect of variation in the property operating expenses

on the DPU is set out below:

DPU pursuant to changes in Property Operating Expenses(cents)


5.0% above base case 1.11 1.11

Base case 1.14 1.15

5.0% below base case 1.18 1.18

C-9

2.3 Finance Costs

Changes in interest rates will impact the finance costs and net income of OUE C-REIT and

consequently, the DPU. The effect of variation in finance costs on the DPU is set out below:

DPU pursuant to changes in Finance Costs

(cents)


25 basis points increase in the

applicable interest rate above base

case 1.11 1.11

Base case 1.14 1.15

25 basis points decrease in the

applicable interest rate below base

case 1.18 1.19

2.4 Foreign Exchange Rates

Change in the foreign exchange rate for Renminbi to Singapore dollar will impact the amount

available for distribution of OUE C-REIT and consequently, the DPU. The effect of variation

in foreign exchange rates on the DPU is set out below:

DPU pursuant to changes in Foreign Exchange Rates

(cents)


5.0% S$ appreciation 1.13 1.14

Base case 1.14 1.15

5.0% S$ depreciation 1.16 1.16

2.5 Conversion of Convertibles Perpetual Preferred Units (“CPPUs”)

Conversion of the CPPUs will impact the number of Units in issue and consequently, the

DPU. The effect of conversion of the CPPUs on the DPU is set out below based on the

conversion price of S$0.841 per Unit at the beginning of the Forecast Period.

DPU pursuant to conversion of CPPUs

(cents)


Base case 1.14 1.15

Conversion of one-third of

CPPUs(1) 1.02 1.01

Full conversion of CPPUs(2) 0.85 0.83

Notes:

(1) Assume one-third of the original amount of CPPUs are converted on 1 October 2015. The CPPU holder is

entitled to ordinary distribution upon conversion of one-third of the CPPUs. The remaining two-third of the

CPPUs are entitled to the preferred distribution.

(2) Assume CPPUs are all converted on 1 October 2015. The CPPU Holder is entitled to ordinary distribution

upon conversion with no preferred distribution.

C-10

APPENDIX D

INDEPENDENT ACCOUNTANTS’ REPORT ON THE PROFIT FORECAST

The Board of Directors


(in its capacity as Manager of OUE Commercial Real Estate Investment Trust)

50 Collyer Quay #04-08

OUE Bayfront

Singapore 049321

DBS Trustee Limited

(in its capacity as Trustee of OUE Commercial Real Estate Investment Trust)

12 Marina Boulevard


Singapore 018982

1 July 2015

Dear Sirs

Letter from the Independent Accountants on the profit forecast for the period from 1

October 2015 to 31 December 2015

This letter has been prepared for inclusion in the circular of OUE Commercial Real Estate

Investment Trust (“OUE C-REIT”) dated 1 July 2015 (the “Circular”) in connection with the

proposed acquisition of an indirect interest in One Raffles Place.

The directors of OUE Commercial REIT Management Pte. Ltd. (the “Directors”) are responsible for

the preparation and presentation of the forecast statement of total return of the OUE C-REIT and

its subsidiaries (the “Group”) for the period from 1 October 2015 to 31 December 2015 (the “Profit

Forecast”) as set out on pages C-2 and C-3 in Appendix C of the Circular, which has been

prepared on the basis of the assumptions set out on pages C-3 to C-8 in Appendix C of the

Circular (the “Assumptions”).

We have examined the Profit Forecast of the Group for the period from 1 October 2015 to 31

December 2015 as set out on pages C-2 and C-3 in Appendix C of the Circular in accordance with

Singapore Standard on Assurance Engagements 3400 The Examination of Prospective Financial

Information. The Directors are solely responsible for the Profit Forecast including the Assumptions

set out on pages C-3 to C-8 in Appendix C of the Circular on which they are based.

Based on our examination of the evidence supporting the relevant Assumptions, nothing has come

to our attention which causes us to believe that the Assumptions do not provide a reasonable

basis for the Profit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting

policies and calculations are concerned, is properly prepared on the basis of the Assumptions, is

consistent with the accounting policies normally adopted by OUE C-REIT, and is presented in

accordance with the relevant presentation principles of Recommended Accounting Practice 7

Reporting Framework for Unit Trusts (but not all the required disclosures for the purpose of this

letter) issued by the Institute of Singapore Chartered Accountants, which is the framework

adopted by the Group in the preparation of its financial statements.

D-1

Events and circumstances frequently do not occur as expected. Even if the events anticipated

under the hypothetical assumptions occur, actual results are still likely to be different from the

Profit Forecast since other anticipated events frequently do not occur as expected and the

variation may be material. The actual results may therefore differ materially from that forecast. For

the reasons set out above, we do not express any opinion as to the possibility of achievement of

the Profit Forecast.

Attention is drawn, in particular, to the sensitivity analysis of the Profit Forecast set out on pages

C-9 and C-10 in Appendix C of the Circular.

Yours faithfully

KPMG LLP

Public Accountants

and Chartered Accountants

Singapore

D-2

APPENDIX E

INDEPENDENT FINANCIAL ADVISER’S LETTER

DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD

(Incorporated in the Republic of Singapore)

Company Registration Number: 200200144N

1 July 2015

The Independent Directors and Audit and Risk Committee



50 Collyer Quay #04-08

OUE Bayfront

Singapore 049321

DBS Trustee Limited

(as the trustee of OUE Commercial Real Estate Investment Trust) (The “Trustee”)

12 Marina Boulevard


Singapore 018982

Dear Sirs

THE PROPOSED ACQUISITION OF AN INDIRECT INTEREST IN ONE RAFFLES PLACE AND

THE PROPOSED CPPU ISSUE

For the purpose of this letter, capitalised terms not otherwise defined shall have the meaning

given to them in the circular dated 1 July 2015 to the unitholders of OUE Commercial Real Estate

Investment Trust (the “Circular”).

1. INTRODUCTION

OUE Commercial Real Estate Investment Trust (“OUE C-REIT”) is a real estate

investment trust listed on the Main Board of Singapore Exchange Securities Trading

Limited (the “SGX-ST”). OUE C-REIT is 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. OUE C-REIT is managed by OUE Commercial REIT

Management Pte. Ltd. (the “Manager”), a wholly-owned subsidiary of OUE Limited (the

“Sponsor”).

1.1. The Proposed Acquisition

The Manager of OUE C-REIT proposes to acquire an indirect interest in One Raffles Place

(the “Property”) from the Sponsor through the acquisition of the entire issued share

capital of Beacon Property Holdings Pte. Ltd. (“BPHPL”), which holds a percentage of the

issued share capital in OUB Centre Limited (“OUBC”) (the “Proposed Acquisition”). The

Property is an integrated commercial development comprising One Raffles Place Tower 1,

One Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately

860,000 sq feet (“sq ft”) of aggregate net lettable area (“NLA”). One Raffles Place Tower

1 was completed in 1986 and is one of the tallest buildings in the Singapore CBD. It

comprises a 62-storey Grade-A office building with a rooftop restaurant and observation

E-1

deck. One Raffles Place Tower 2, which is a new tower completed in 2012, is a 38-storey

Grade-A office building. It has been awarded the Platinum Green Mark Award by the

Building and Construction Authority for its energy efficiency and environmentally

sustainable design. One Raffles Place Shopping Mall is a six-storey retail podium that has

undergone refurbishment works which were completed in May 2014. It is the largest

purpose-built shopping mall in Raffles Place, accounting for about 10% of existing retail

stock in the CBD1. Its basement level is seamlessly linked to the Raffles Place MRT

interchange station via an underground pedestrian walkway. The Property has a total of

326 basement car park lots.

OUBC is the registered owner of the Property and it owns 81.54% of the beneficial interest

in the Property for itself (the “OUBC Interest”), with the remaining 18.46% interest being

held by OUBC on trust for an unrelated third party. The Sponsor and its wholly-owned

subsidiary BPHPL collectively hold a 50.0% interest in OUBC. The remaining 50.0%

interest is held by several third parties, including the Kuwait Investment Office (“KIO”),

which holds a 33.33% interest in OUBC.

Pursuant to an agreement entered into between the Sponsor, BPHPL and KIO on 10 June

2015 in relation to KIO’s divestment of its 33.33% interest in OUBC (the “Framework

Agreement”), BPHPL will acquire an additional interest in OUBC of a minimum of 25.0%

and up to a maximum of 33.33%. This is because pursuant to the articles of association

of OUBC, if a shareholder wishes to divest its shares (the “Divested Shares”), the

remaining shareholders are entitled to acquire the Divested Shares pro rata in accordance

with their existing shareholding. Upon KIO giving notice of its intention to dispose of its

33.33% interest, BPHPL would have a pro rata entitlement to acquire a 25.0% interest in

OUBC2, bringing its total interest in OUBC to 75.0%. If the remaining shareholders do not

exercise their entitlement to acquire the Divested Shares, then BPHPL would be able to

acquire up to a maximum of 33.33% interest in OUBC2 bringing its total interest in OUBC

to 83.33%. Therefore, the final purchase consideration shall be determined based on the

amount of the OUBC shares to be acquired by BPHPL, which is between 75.0% to 83.33%

of the OUBC shares (the “Purchase Consideration”).

Based on the acquisition of a 75.0% to 83.33% of OUBC Interest, OUE C-REIT shall

acquire BPHPL for the expected Purchase Consideration of S$1,034.0 million to

S$1,148.8 million, respectively. The expected Purchase Consideration assumes the

Proposed Acquisition is completed on 1 October 2015, BPHPL Group’s expected net asset

value (“NAV”) as at 30 September 2015 and the repayment of shareholder’s loan which

shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,

details of which are set out in Section 3.2.2 of this letter.

1.2. The Proposed Transactions

The Proposed Acquisition will be satisfied by a combination of debt and equity financing,

including the proposed convertible perpetual preferred units issue (the “Proposed CPPU

Issue”) and the proposed rights issue (the “Rights Issue”). The Proposed Acquisition, the

CPPU Issue and the Rights Issue are collectively, the “Proposed Transactions”. The

Sponsor, through its subsidiaries and the Manager, is regarded as “controlling Unitholder”

of OUE C-REIT under the Listing Manual of the SGX-ST (the “Listing Manual”) and the

Property Funds Appendix. In addition, as the Manager is a wholly-owned subsidiary of the

Sponsor, the Sponsor is therefore regarded as a “controlling shareholder” of the Manager

1 Source: The independent market research report dated 24 April 2015 by DTZ Debenham Tie Leung (SEA) Pte Ltd.


transfer such interest to BPHPL prior to completion of the Proposed Acquisition. Upon the transfer of the Sponsor’s



E-2

under both the Listing Manual and the Property Funds Appendix. As the Sponsor is the

vendor of BPHPL under the sale and purchase agreement (“SPA”), for the purposes of

Chapter 9 of the Listing Manual and Paragraph 5 of the Property Funds Appendix, the

Sponsor (being a “controlling Unitholder” and a “controlling shareholder” of the Manager)

is (for the purposes of the Listing Manual) an “interested person” and (for the purposes of

the Property Funds Appendix) as “interested party” of OUE C-REIT.

Therefore, the Proposed Acquisition will constitute an Interested Person Transaction

under Chapter 9 of the Listing Manual, as well as an Interested Party Transaction under

the Property Funds Appendix.

We, Deloitte & Touche Corporate Finance Pte Ltd (“DTCF”), have been appointed as

independent financial adviser (“IFA”) to the Independent Directors, the Audit and Risk

Committee and the Trustee in respect of whether the Proposed Acquisition and the

Proposed CPPU Issue are on normal commercial terms and not prejudicial to the interests

of OUE C-REIT and its minority Unitholders.

This letter, which sets out our evaluation for the Independent Directors and the Audit and

Risk Committee in respect of this engagement, is an integral part of the Circular.

2. TERMS OF REFERENCE

Our responsibility is to provide our opinion in respect to the Proposed Acquisition and the

Proposed CPPU Issue.

We were neither a party to the negotiations entered into in relation to the Proposed

Transactions, nor were we involved in the deliberations leading up to the decision on the

part of the Directors to enter into the Proposed Transactions.

We do not, by this letter or otherwise, advise or form any judgement on the strategic or

commercial merits or risks of the Proposed Transactions. All such evaluations, advice,

judgements or comments remain the sole responsibility of the Directors and their advisors.

We have however drawn upon such evaluations, judgements and comments as we deem

necessary and appropriate in arriving at our opinion.

The scope of our appointment does not require us to express, and nor do we express, a

view on the future growth prospects, earnings potential or value of OUE C-REIT. We do not

express any view as to the price at which the Units may trade upon completion of the

Proposed Transactions nor on the future value, financial performance or condition of OUE

C-REIT after the Proposed Transactions.

It is also not within our terms of reference to compare the merits of the Proposed

Transactions to any alternative transactions that were or may have been available to OUE

C-REIT. Such comparison and consideration remain the responsibility of the Directors and

their advisors.

In the course of our evaluation, we have held discussions with the management of the

Manager, and have considered the information contained in the Circular, publicly available

information collated by us as well as information, both written and verbal, provided to us

by the management. We have relied upon and assumed the accuracy of the relevant

information, both written and verbal, provided to us by the aforesaid parties and have not

independently verified such information, whether written or verbal, and accordingly cannot

and do not warrant, and do not accept any responsibility for the accuracy, completeness

and adequacy of such information. We have not independently verified and have assumed

E-3

that all statements of fact, belief, opinion and intention made by the Directors in the

Circular have been reasonably made after due and careful enquiry. Accordingly, no

representation or warranty (whether express or implied) is made and no responsibility is

accepted by us concerning the accuracy, completeness or adequacy of such information.

We have nonetheless made reasonable enquiries and exercised our judgement on the

reasonable use of such information and have found no reason to doubt the reliability of

such information.

We have not made any independent evaluation or appraisal of the assets and liabilities

(including, without limitation, the real properties) of OUE C-REIT or the Proposed

Transactions. We have been furnished with the valuation reports for the Property prepared

by Savills Valuation and Professional Services (S) Pte Ltd (“Savills”) and Cushman &

Wakefield VHS Pte. Ltd. (“Cushman & Wakefield”) (collectively, the “Independent

Valuers”). With respect to such reports, we are not experts and do not hold ourselves to

be experts in the evaluation of the assets concerned and have relied solely upon such

reports.

Our views are based on market, economic, industry, monetary and other conditions (where

applicable) prevailing on and our analysis of the information made available to us as at the

Latest Practicable Date. We assume no responsibility to update, revise or re-affirm our

opinion, factors or assumptions in light of any subsequent development after the Latest

Practicable Date that may affect our opinion or factors or assumptions contained herein.

The Unitholders should take note of any announcements relevant to their considerations

of the Proposed Transactions which may be released by OUE C-REIT after the Latest

Practicable Date.

OUE C-REIT has been separately advised by its own legal advisor in the preparation of the

Circular other than this letter. We have had no role or involvement and have not provided

any advice whatsoever in the preparation, review and verification of the Circular other than

this letter. Accordingly, we take no responsibility for, and express no views, whether

express or implied, on the contents of the Circular except for this letter.

Our opinion in relation to the Proposed Acquisition and the Proposed CPPU Issue should

be considered in the context of the entirety of this letter and Circular. While a copy of this

letter may be reproduced in the Circular, OUE C-REIT may not reproduce, disseminate or

quote this letter or any part thereof for any purpose, other than for the purpose stated

herein, without our prior written consent in each instance.

We have not had regard to the general or specific investment objectives, financial

situation, tax position, risk profiles or unique needs and constraints of any Unitholder. As

the Unitholders will have different investment objectives, we advise the Independent

Directors to recommend that any Unitholder who may require specific advice in relation to

his or her specific investment objectives or portfolio should consult his or her stockbroker,

bank manager, solicitor, accountant, tax advisor or other professional advisors.

3. THE PROPOSED ACQUISITION AND THE CPPU ISSUE

3.1. Description of One Raffles Place

A detailed description of One Raffles Place is set out in Section 2.1 of the Letter to

Unitholders in the Circular.

In overview, One Raffles Place is strategically located at the junction of Raffles Place and

Chulia Street, in the heart of Singapore’s main financial district, Raffles Place. It is situated

above the Raffles Place MRT station, and has a direct and seamless link to the Raffles

E-4

Place MRT interchange station via an underground pedestrian walkway. The Property is

an integrated commercial development comprising One Raffles Place Tower 1, One

Raffles Place Tower 2 and One Raffles Place Shopping Mall, with approximately 860,000

sq ft of aggregate NLA. One Raffles Place Tower 1 was completed in 1986 and is one of

the tallest building in the Singapore CBD. It comprises a 62-storey Grade-A office building

with a rooftop restaurant and observation deck. One Raffles Place Tower 2, which is a new

tower completed in 2012, is a 38-storey Grade-A office building. One Raffles Place

Shopping Mall is a six-storey retail podium that has undergone extensive refurbishment

works which were completed in May 2014. Its basement level is seamlessly linked to the

Raffles Place MRT interchange station via an underground pedestrian walkway. The

Property has a total of 326 basement car park lots.

3.2. Key Terms of the Proposed Acquisition

3.2.1. Details of the Proposed Acquisition

Details of the Proposed Acquisition structure are set out in Section 2.1.2 of the Letter to

Unitholders in the Circular. We recommend that the Independent Directors advise the

Unitholders to read this section of the Circular carefully.

On 10 June 2015, the Trustee entered into conditional SPA with OUE to acquire the entire

issued share capital of BPHPL. This was arrived at on a willing-buyer and willing-seller

basis, taking into account the independent valuations of the Independent Valuers.

The principal terms of the SPA are set out in Section 2.1.6 of the Letter to Unitholders in

the Circular.

3.2.2. The Purchase Consideration

The Purchase Consideration payable to the Sponsor in connection with the Proposed

Acquisition shall be the NAV of BPHPL Group after taking into account the agreed value

of S$1,715.0 million for the OUBC Interest (comprising 81.54% interest in the Property)

and the shareholder’s loan to be repaid by BPHPL upon completion of the Proposed

Acquisition. The Purchase Consideration shall be paid to the Sponsor in a combination of

cash and CPPUs. The Purchase Consideration has been negotiated on a willing-buyer

and willing-seller basis, after taking into account the independent valuations of the

Independent Valuers.

The agreed value for 75.0% of the OUBC Interest is S$1,286.3 million and the agreed

value for 83.33% of the OUBC Interest is S$1,429.2 million.

Assuming that:


(b) the Proposed Acquisition is completed on 1 October 2015;


OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall

be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,


E-5

Assuming that:


(b) the Proposed Acquisition is completed on 1 October 2015;


OUBC; and

(d) BPHPL Group’s assumed NAV and the repayment of a shareholder’s loan which shall

be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares,


The expected Purchase Consideration shall be adjusted to reflect the actual NAV

attributable to the controlling shareholder of the BPHPL Group on the date of the

completion of the Proposed Acquisition.

We note that the Manager intends to finance all acquisition costs relating to the Proposed

Acquisition (excluding the Acquisition Fee payable in Units) through a combination of debt

and equity financing, including the Proposed CPPU Issue and the Rights Issue.

The table below sets out a summary of the method of financing as provided in Section

2.1.5 in the Letter to Unitholders of the Circular.

S$’ million

75.0% of the

OUBC Interest

83.33% of the

OUBC Interest

Sources

CPPU Issue 500.0 550.0

Rights Issue 218.3 218.3

Debt/borrowings 333.3 399.3

Issue of Acquisition Fee Units 9.6 10.7

Total 1,061.2 1,178.3

Applications

Acquisition of BPHPL including any

repayment of shareholder’s loan 1,034.0 1,148.8



Total 1,061.2 1,178.3

3.2.3. The Proposed CPPU Issue

The Manager intends to issue up to S$550.0 million CPPUs to the Sponsor (or its

nominees) as part payment of the Purchase Consideration. The key characteristics and

the redemption review process of the CPPUs are set out in Section 2.3.1 and 2.3.2 of the

Letter to Unitholders in the Circular, respectively. We recommend that the Independent

Directors advise the Unitholders to read the section of the Circular carefully.

E-6

4. EVALUATION OF THE PROPOSED ACQUISITION AND THE PROPOSED CPPU ISSUE

In reaching our recommendation in respect of the Proposed Acquisition and the Proposed

CPPU Issue, we have given due consideration to the following factors:

(i) the rationale for and the benefits of the Proposed Acquisition and the Proposed

CPPU Issue;

(ii) the valuations of OUBC Interest in One Raffles Place prepared by the Independent

Valuers;

(iii) comparison with relevant past transactions in Singapore;

(iv) comparison with recent valuations of comparable properties in Singapore;

(v) terms of the CPPUs;

(vi) recent convertible financial instruments issued by Singapore listed real estate

companies;

(vii) redemption review process of the CPPUs; and

(viii) pro forma financial effects of the Proposed Transactions.

4.1. The rationale for and the benefits of the Proposed Acquisition and the Proposed

CPPU Issue

The Manager’s views of the key benefits of the Proposed Acquisition and the Proposed

CPPU Issue are set out in Section 4 of the Letter to Unitholders in the Circular. We

recommend that the Independent Directors advise the Unitholders to read this section of

the Circular carefully.

We have reproduced below excerpts of this section in respect of the Proposed Acquisition

and the Proposed CPPU Issue:

4.1 Acquisition of a majority interest in a landmark commercial property in the

Singapore CBD

The proposed Acquisition represents a unique opportunity for OUE C-REIT to acquire

a majority interest in One Raffles Place. It is expected to increase OUE C-REIT’s

exposure to its core Singapore office market and the Property possesses the

following competitive strengths arising from its positioning as a Grade-A commercial

property;

(i) it is strategically located in the heart of Raffles Place, which is in the traditional

financial and business hub within Singapore’s CBD. Raffles Place is perceived

as the most accessible office location within the CBD, and is expected to remain

as a focal point of the CBD even with the expansion of the Marina Bay precinct,

with One Raffles Place’s strategic location being a strong pull-factor for existing

and prospective tenants.

One Raffles Place is situated above and linked to the Raffles Place MRT

interchange station, one of Singapore’s major MRT interchange stations, via

underground pedestrian access through the basement of its retail podium which

is also connected to a comprehensive underground network of pedestrian

E-7

walkways linking to other developments within Raffles Place as well as Marina

Bay. The Property also enjoys enhanced accessibility to other parts of

Singapore via its proximity to the Marina Coastal Expressway, the Central

Expressway and the East Coast Parkway;

(ii) it is a prominent iconic development with Grade-A building specifications. One

Raffles Place Tower 1 comprises a 62-storey office tower and is one of the

tallest buildings in the CBD, with its upper levels enjoying a 360-degree

panoramic view of the city. One Raffles Place Shopping Mall, a six-storey retail

podium that has undergone refurbishment works recently, faces the entire

length of the Raffles Place Park, within the very heart of Raffles Place. As the

largest purpose-built shopping mall in Raffles Place, it offers a diverse range of

shopping, dining and leisure options catering to the needs of the working

population in the CBD. The main anchor tenants of One Raffles Place Shopping

Mall include H&M, Uniqlo and other well-known local and international brand

names such as Paris Baguette Café, The Hour Glass, Pandora and Tumi;

(iii) The two office towers offer quality and efficient column-free office space with

regular floor plates. As a result, the Property enjoys an established blue-chip

tenant base which include reputable banking, insurance, financial, information

and technology, media and telecommunications companies and multi-national

corporations (“MNCs”). Key tenants include Petrobras Singapore Pte Ltd, Alipay

Singapore E-commerce Private Limited, Virgin Active Singapore Pte Ltd,

Pramerica Investment Management (Singapore) Pte Ltd and China Merchant

Bank Co. Ltd;

(iv) One Raffles Place Tower 2 has been accredited with the prestigious BCA Green

Mark Platinum Certification for its environmentally sustainable features, and

such accreditation is increasingly sought after by blue-chip tenants and MNCs

when sourcing potential office space; and

(v) The Property is situated primarily on three land plots with three different tenures

with remaining long land leases of about 812 years, 69 years and 67 years

respectively, translating to a remaining weighted average land lease expiry (by

value) of 435 years. The long land leases provide an attractive investment

opportunity and the proposed Acquisition is expected to increase the remaining

land lease expiry of OUE C-REIT, from its current remaining weighted average

land lease expiry of approximately 72 years to 258 years, which is

approximately 3.6 times from its current remaining weighted average land lease

expiry.

E-8

Remaining Weighted Average Land Lease Expiry

72 Years

258 Years

3.6x


4.2 Acquisition of a quality commercial property at an attractive price

While the proposed Acquisition is not immediately yield-accretive, it represents an

opportunity for OUE C-REIT to acquire an interest in a quality commercial property

in the prime Raffles Place area at an attractive price of S$2,382 per square foot

(“psf”) compared to the transacted prices of Grade-A properties in the area, as

illustrated in the following table1.

Property

Remaining

Lease

Date of

Transaction

Transacted

Price

Transacted

Price psf

OUBC Interest2 Weighted

average of

435 years

In progress S$1,715.0

million

S$2,382 psf

Straits Trading

Building

847 years September

2014

S$450.0

million

S$2,830 psf

Prudential

Tower3

80 years May 2014 S$512.0

million

S$2,316 psf

OUE Bayfront 92 years January 2014 S$1,005.0

million

S$2,498 psf

Hitachi Tower4 More than

840 years

January 2013 S$660.0

million

S$2,374 psf

1 Unless otherwise indicated, the information in the table is based on the information provided in the valuation report

of the OUBC Interest by Cushman & Wakefield dated 9 June 2015.

2 This Is specific information provided by the Manager for the purpose of comparison.

3 Based on the sale of a 92.8% stake in Prudential Tower.

4 Based on the sale of a 51% stake in Hitachi Tower which valued the property at around S$660.0 million.

E-9

4.3 Favourable growth profile from potential increase in occupancy, positive rental

reversion and limited new office supply in Raffles Place

According to the Independent Market Research Report, rents for Grade-A office

buildings in Raffles Place, especially those which are well-located e.g. with direct

access to the MRT station, are expected to be relatively resilient, given that there are

no known premium and Grade-A office developments expected to be completed in

the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are

uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000

sq ft), compared with recent and future office developments that offer floor plates of

20,000 sq ft and above.

Many companies in Singapore continue to favour the CBD as a choice location, with

Raffles Place widely regarded as the most established business location within the

CBD. Offices with mid-sized floor plates in Raffles Place offer a strong value

proposition to these companies. Coupled with the growing diversity of tenants in the

CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain

relatively firm. Despite the development of Marina Bay, Raffles Place continues to be

perceived as the most accessible location in the CBD. As at 1Q 2015, the

Independent Market Research Consultant estimates the average office rent in Marina

Bay to be 20% higher than that in Raffles Place, providing a strong value proposition

for businesses to be located in Raffles Place.

Based on the Independent Market Research Report, the current office occupancy

rate of One Raffles Place is estimated to be about 85.0% to 90.0%, as compared to

the average occupancy rate for Grade-A offices in Raffles Place in 1Q 2015 of about

97.2%. Based on the above occupancy estimates, there is potential for One Raffles

Place to increase its occupancy rate by about 7 to 12 percentage points to reach an

occupancy level in line with the market.

Potential Upside in Occupancy

Current EstimatedOffice Occupancy Rate

of the Property

Average Occupancy Ratefor Grade-A offices in


85%

90%

97.2%

+12ppt

+7ppt(1)

Estimated

range {

Note:

(1) Ppt: percentage point.

E-10

Furthermore, the current office rent at One Raffles Place is estimated to be S$9.50

to S$10.00 psf per month, compared to the average rent for Grade-A offices in

Raffles Place in 1Q 2015 of about S$11.50 psf per month. Based on the above rent

estimates, OUE C-REIT can potentially achieve positive rental reversion to market

rents of between 15% to 21%.

Potential Upside in Office Rents

Current EstimatedOffice Rent of the

Property

Average Rent for Grade-Aoffices in Raffles Place

in 1Q 2015

9.50

10.00

11.50

+21%

+15%

Estimated

range

S$ psf per month

{

4.4 Achievement of transformational scale for OUE C-REIT through the proposed

Acquisition which will significantly enlarge the size of its portfolio and

strengthen its competitive position in Singapore

Following the completion of the proposed Acquisition, OUE C-REIT’s assets-under-

management (“AUM”) is expected to increase from S$1,630.6 million (as at 31

December 2014) to S$3,364.6 million, representing an increase of 106.3%.

The larger asset base post-Acquisition is expected to enhance OUE C-REIT’s overall

capital management flexibility. With a larger asset base, OUE C-REIT will have

greater debt headroom before reaching the aggregate leverage limit under the

Property Funds Appendix (which is with reference to OUE C-REIT’s Deposited

Property). A larger asset base will also support more equity issuances by OUE

C-REIT in future. These will, in turn, facilitate future acquisitions and asset

enhancement initiatives to be undertaken by OUE C-REIT.

Further, the proposed Acquisition is expected to increase OUE C-REIT’s proportion

of Singapore AUM from 69.6% to 85.3%, as well as increase the total net lettable

area of OUE C-REIT’s asset portfolio from approximately 825,000 sq ft to 1,545,000

sq ft, thereby enlarging OUE C-REIT’s footprint within the Singapore CBD and

strengthening its competitive position as a landlord in the Singapore office market.

E-11

Proportion of Singapore Assets under Management

Enlarged Portfolio

(OUBC Interest)

Existing Portfolio

69.6%

30.4%

85.3%

14.7%


4.5 Enhanced portfolio diversification and resilience, as well as reduced asset

concentration risk

The proposed Acquisition is expected to benefit Unitholders by enhancing the

diversification and resilience of the Existing Portfolio through the following ways:

(i) Increasing OUE C-REIT’s gross revenue contribution denominated in

Singapore dollars

The proposed Acquisition is expected to increase the gross revenue

contribution denominated in Singapore dollars, and in turn reduce the impact of

foreign exchange fluctuations on OUE C-REIT’s total distributable income.

Post-Acquisition, the proportion of gross revenue received by OUE C-REIT

denominated in Singapore dollars is expected to increase from 68.5% to 82.3%

and 83.1% in the Forecast Period after the completion of the proposed

Acquisition of 75.0% and 83.33% indirect interest in OUBC, respectively.

Proportion of Portfolio Gross Revenue Contribution

denominated in Singapore dollars(1)

Existing Portfolio

Enlarged Portfolio


OUBC)

Enlarged Portfolio


OUBC)

31.5%

68.5%

17.7%

82.3%

16.9%

83.1%

Gross revenue denominated inSingapore dollars

Gross revenue denominatedin foreign currency

Note:


E-12

(ii) Reducing the concentration risk of OUE C-REIT’s income stream from any

single property

The proposed Acquisition is expected to enhance OUE C-REIT’s income

diversification and reduce its asset concentration risk. No single property is

expected to account for more than 43.8% to 46.4% of OUE C-REIT’s gross

revenue, after the completion of the proposed Acquisition of 75.0% and 83.33%

indirect interest in OUBC, respectively, compared to 68.5% before the proposed

Acquisition.

Portfolio Gross Revenue Contribution by Property(1)

Existing Portfolio

Enlarged Portfolio


OUBC)

Enlarged Portfolio


OUBC)

31.5%

68.5%

43.8%

17.7%

38.5%

46.4%

16.9%

36.7%

OUE Bayfront Lippo Plaza Proposed Acquisition

Note:


(iii) Enhancing the quality of OUE C-REIT’s tenant base

The proposed Acquisition is expected to enhance the quality of OUE C-REIT’s

tenant base, with the addition of several established MNCs which include

Petrobras Singapore Pte Ltd, Alipay Singapore E-commerce Private Limited,

Virgin Active Singapore Pte Ltd, Pramerica Investment Management

(Singapore) Pte Ltd and China Merchant Bank Co. Ltd, thereby adding to OUE

C-REIT’s existing core of blue chip tenants. The stronger and more diverse

tenant base is also expected to improve the resilience of OUE C-REIT’s

cashflows.

4.6 Strong support from the Sponsor through the proposed CPPU Issue and its

take-up of the pro rata stake in the Rights Issue

The proposed Acquisition is in line with the Sponsor’s commitment to OUE C-REIT

at the time of its initial public offering, when the Sponsor granted a right of first refusal

to OUE C-REIT for its potential future acquisitions of income-producing real estate

used primarily for commercial purposes. The proposed issuance of the CPPUs to the

Sponsor as part payment for the proposed Acquisition and its undertaking to procure

the Subscribing Entities to take up their full pro rata stake in the Rights Issue will

further align the interests of the Sponsor with that of OUE C-REIT and its Unitholders.

This also demonstrates the Sponsor’s commitment to support OUE C-REIT’s

acquisition growth strategy. Specifically, the Sponsor’s commitment to take up the

CPPUs and to procure the Subscribing Entities’ take-up of their pro rata stake in the

Rights Issue, demonstrates its long-term commitment to grow OUE C-REIT into an

efficient platform for holding commercial properties, with both the Sponsor and the

Manager being incentivised to maximise distributions to Unitholders. The strong

E-13

support of the Sponsor for the proposed Transactions also reflects its confidence in

the growth prospects in One Raffles Place, underlining its importance as a key asset

in OUE C-REIT’s portfolio.

4.7 Increased market capitalisation and potential increased liquidity through the

Rights Issue

To part finance the proposed Acquisition, up to 393,305,817 new Units will be issued

under the Rights Issue. As at the Latest Practicable Date, the new Units will

constitute 45.0% of the Units in issue. The issue of the new Units is expected to

increase the market capitalisation of OUE C-REIT and may facilitate improvement in

the trading liquidity of Units on the SGX-ST. The Manager believes that the increased

market capitalisation and liquidity would provide OUE C-REIT with increased visibility

within the investment community.

4.8 Diversification of sources of funding

The proposed CPPU issue enables the Manager to widen the pool of capital available

to OUE C-REIT and enhances its financial flexibility. The CPPUs will be treated as

equity of OUE C-REIT and not as borrowings or deferred payments under the

Property Funds Appendix. Therefore, the proposed CPPU Issue will not increase

OUE C-REIT’s aggregate leverage and refinancing risk. Assuming that OUE C-REIT

acquires the maximum 83.33% indirect interest in OUBC, its pro forma aggregate

leverage is expected to be 41.9%1.

In addition, the Manager has the option but not the obligation to redeem the CPPUs.

In this regard, there is no refinancing risk arising from the proposed CPPU Issue as

the CPPU Holder does not have the right to procure the Manager to redeem the

CPPUs.

4.9 Future ordinary equity injection into OUE C-REIT at a premium to the TERP

through the conversion of the CPPUs

The CPPUs are convertible at a premium of 15.0% above the TERP into ordinary

Units after the expiry of the four-year restriction period. In order to ensure an orderly

conversion of the CPPUs, not more than one-third of the CPPUs initially issued shall

be converted in any one year. If the CPPUs are converted, this will allow OUE C-REIT

to issue ordinary equity at a premium to the TERP at announcement of the Rights

Issue.

1 OUE C-REIT’s pro forma aggregate leverage is expected to be 40.9% if it acquires the minimum 75.0% indirect

interest in OUBC.

E-14

4.2. The valuations of OUBC Interest in One Raffles Place prepared by the Independent

Valuers

The Trustee has commissioned an independent valuer, Savills and the Manager had

commissioned an independent valuer, Cushman & Wakefield, to value the OUBC Interest.

The appraised value ascribed by the Independent Valuers in respect of the OUBC Interest

are summarised in the table below:

Valuation/

Consideration

(S$ million)

Savills 1,734.0


Agreed value for the OUBC Interest 1,715.0

Agreed value for the OUBC Interest

– 75.0% interest in OUBC 1,286.3


Expected Purchase Consideration for OUBC Interest1



Notes:

(1) The expected Purchase Consideration assumes the Proposed Acquisition is completed on 1 October

2015, BPHPL Group’s expected NAV as at 30 September 2015 and repayment of shareholders’ loan which

shall be extended by the Sponsor to BPHPL for the acquisition of the Divested Shares, details of which are

set out in Section 3.2.2 of this letter.

The salient points we highlight from the Valuation Certificates are as follows:

(i) the basis of valuation used is “Market Value”;

(ii) the relevant date for the valuations undertaken by the Savills is 5 June 2015 and the

relevant date for the valuations undertake by Cushman & Wakefield is 5 June 2015;

(iii) the Independent Valuers arrived at their valuations by considering the income

capitalisation approach and market comparison method. Both approaches are widely

accepted methods for the purpose of valuing income producing properties;

(iv) the Independent Valuers arrived at their valuations by relying on, inter alia,

assumptions set out in the Valuation Certificates and their valuation reports; and

(v) the agreed value for the OUBC Interest of S$1,715.0 million is lower than the market

value of S$1,734.0 million and S$1,733.0 million valued by Savills and Cushman &

Wakefield, respectively. The difference between the two independent valuations is

S$1.0 million (or 0.06%).

Further, we note that the market value of One Raffles Place attributable to OUBC as at 31

December 2014 based on information disclosed in the annual report of OUE Limited for

the financial year ended 31 December 2014 is S$1,737.0 million.

E-15

We have set out below the capitalisation rates used by the Independent Valuers in the

income capitalisation approach. We note that both the Independent Valuers have used

similar rates for a significant component of the property including Tower 1 and Tower 2

Office valuation.

Savills – assumptions used for income capitalisation approach

Capitalisation

Rate (%)

Tower 1 – Office 3.75

Tower 1 – F&B 4.25

Tower 2 4.25

841-Year Leasehold Retail Podium 4.50

99-Year Leasehold Retail Podium 5.00

Cushman & Wakefield – assumptions used for income capitalisation approach

Capitalisation

Rate (%)

Tower 1 – Office/Retail 3.75

Tower 2 – Office/Retail 3.95

841-Year Leasehold Shopping Mall 5.00

99-Year Leasehold Shopping Mall 5.25

We have also set out below the capitalisation rates used for the purpose of valuation of

selected comparable commercial properties held by Singapore listed REITs.

Property Name Location

Lease

Tenure

(Years to

Expiry)

Market

Value

(S$ million)

Capitalisation

Rate (%)

OUE Bayfront &

OUE Tower Collyer Quay 92 1,135 3.75

Six Battery Road Battery Road 810 1,330 3.75

One George Street George Street 87 975 3.85

HSBC Building Collyer Quay 835 450 3.85

Sources: Annual reports of OUE C-REIT & CapitaLand Commercial Trust as at 31 December 2014.

4.3. Comparison with relevant past transactions in Singapore

We have identified a list of recent transactions that took place in Singapore for the period

from 1 January 2013 to the Latest Practicable Date for which information is publicly

available and extracted the relevant information from similar commercial properties

transactions in Singapore (“Comparable Transactions”) in order to compare the price per

NLA of One Raffles Place with the Comparable Transactions.

E-16

The information in the table below is for illustration purposes only. The commercial

properties which are the subjects of the Comparable Transactions differ from One Raffles

Place in terms of property size and design, property age, location, accessibility, land title,

tenure, revenue mix, market risks, future prospects, operating history, branding and other

relevant criteria. There is no property under the Comparable Transactions which may be

considered identical to One Raffles Place in terms of the abovementioned factors.

For the above reasons, while the Comparable Transactions taken as a whole may provide

a broad and indicative benchmark for assessing the Proposed Acquisition, care has to be

taken in the selection and use of any individual data point for the same purpose.

Property Location

Transaction

Date

Lease Tenure

(Years to

Expiry)

Price

(S$ million)

NLA

(sq ft ’000)

Price/

NLA

(S$ psf)

One Raffles Place1 Raffles

Place2015 67 – 8121 1,7152 720 2,382

MBFC Tower 33 12 Marina

BoulevardSep-14 92 1,248 447 2,790

Straits Trading

Building

9 Battery

RoadSep-14 N.M.4 450 159 2,830

Anson House72 Anson

RoadJul-14 82 172 76 2,252

Equity Plaza 20 Cecil St Jun-14 74 550 252 2,181

Prudential Tower 30 Cecil St May-14 81 512 221 2,316

OUE Bayfront50 Collyer

QuayJan-14 92 1,005 402 2,498

Finexis Building5 108 Robinson

RoadJan-14 Freehold 124 54 2,300

Robinson Point39 Robinson

RoadJun-13 Freehold 349 135 2,580

16 Collyer Quay5 16 Collyer

QuayJan-13 N.A.6 660 278 2,374

High 2,830

Low 2,181

Sources: Annual report, company announcements, circulars and press releases.

Notes:

(1) The Property comprised Tower 1 leasehold of 812 years remaining, Tower 2 leasehold of 67 years

remaining, 99-Year leasehold retail podium of 70 years remaining and 841-Year leasehold retail podium

of 812 years remaining.

(2) S$1,715 million is the agreed value of the OUBC Interest.

(3) This transaction refers to an acquisition of 30% interest in MBFC Tower 3 by Keppel REIT.

(4) N.M. Straits Trading Building resides on parcels of land of varying lease tenure, which are not publicly

disclosed.

(5) Based on 100% interest in the properties.

(6) N.A.16 Collyer Quay has a 999-year leasehold, but the remaining lease tenure is not publicly disclosed.

E-17

Based on the table above, we highlight the comparison between the implied value per NLA

of One Raffles Place of S$2,382 psf and the price or NLA of the Comparable Transactions

that are located in the Singapore CBD:

(i) the implied price per NLA of One Raffles Place is lower than the price per NLA of

Straits Trading Building and Robinson Point of S$2,830 psf and S$2,580 psf,

respectively; and

(ii) the implied price per NLA of One Raffles Place is higher than the price per NLA of

Equity Plaza, Anson House, Finexis Building, Prudential Tower and 16 Collyer Quay

of S$2,181 psf, S$2,252 psf, S$2,300 psf, S$2,316 psf and S$2,374 psf, respectively.

4.4. Comparison with recent valuations of comparable properties in Singapore

We have compiled information that is publicly available in respect of the recent valuations

of commercial properties (the “Comparable Properties”) in Singapore in order to provide

benchmarks for the net property income (“NPI”) yield and value per NLA implied by the

One Raffles Place Interest Purchase Consideration. The comparison can serve as an

illustrative guide only and must be caveated by the knowledge that One Raffles Place

differs from the Comparable Properties in many aspects, such as location, accessibility,

profile, proximity to major venues and/or attractions, outstanding lease tenure and other

relevant factors.


Lease

Tenure

(Years to

Expiry)

Market

Value

(S$ million)

Attributable

NLA

(sq ft ’000)

NPI

(S$ million)

NPI

Yield

(%)

Value

/NLA

(S$ psf)

One Raffles

Place

Raffles

Place67 – 8121 1,7152 720 583 3.43 2,382

Bugis Junction

Towers

Victoria

Street74 527 245 16 3.1 2,151

Ocean Financial

Centre4

Collyer

Quay96 2,560 885 130 – 2,894

OUE Bayfront &

OUE Tower5

Collyer

Quay

92

OUE Link 10 1,135 403 45 – 2,819

Underpass 86

Suntec City6 Temasek

Boulevard73 5,202 2,249 173 3.3 2,314

One Raffles

Quay7

Raffles

Quay85 1,228 445 30 2.4 2,762

Marina Bay

Financial Centre

Tower 1 and 2

and Marina Bay

Link8

Marina

Boulevard89 1,641 581 599 – 2,823

Six Battery

Road

Battery

Road810 1,330 494 51 3.9 2,691

One George

Street

George

Street87 975 447 40 4.1 2,179

E-18


Lease

Tenure

(Years to

Expiry)

Market

Value

(S$ million)

Attributable

NLA

(sq ft ’000)

NPI

(S$ million)

NPI

Yield

(%)

Value

/NLA

(S$ psf)

CapitaGreenMarket

Street58 1,526 702 N.A.10 N.A.10 2,174

HSBC BuildingCollyer

Quay835 450 200 20 4.5 2,245

High 4.5 2,894

Low 2.4 2,151

Average 3.6

Median 3.6

Sources: Annual reports of respective REITs listed in SGX-ST and respective REITs presentations

Notes:

(1) The Property comprised Tower 1 leasehold of 812 years remaining, Tower 2 leasehold of 67 years

remaining, 99-Year leasehold retail podium of 70 years remaining and 841-Year leasehold retail podium

of 812 years remaining.

(2) S$1,715 million is the agreed value of the OUBC Interest.

(3) Net property income and NPI yield computation is based on annualising the management’s forecast

presentation provided in Appendix C of the Circular.

(4) Net property income of S$129.6 million (rounded up to S$130.0 million) which implies a yield of 5.1%

consists of S$82.7 million of income contribution and S$46.9 million of rental support. As the property has

rental support, the NPI yield is not comparable for the purpose of this analysis.

(5) Net property income of S$45.0 million consists of S$37.1 million of income contribution and S$7.9 million

of rental support. As the property has rental support, the NPI yield is not comparable for the purpose of

this analysis.

(6) Market value of S$5,202 million includes the market value of a 60.8% interest in Suntec Singapore from

Suntec REIT.

(7) Keppel REIT and Suntec REIT each has a one-third interest in One Raffles Quay. The figures represent

each of the one-third interest respectively.

(8) Keppel REIT has a one-third interest in Marina Bay Financial Towers 1 & 2 and the Marina Bay Link Mall.

The NPI yield of 3.6% is based on NPI which includes income support and hence not comparable.

(9) S$58.5 million include $1.4 million of rental support.

(10) N.A. refers to not available.

Based on the table above, we note the following:

(i) the implied NPI yield of One Raffles Place of 3.4% is within the range of NPI yields

of 2.4% to 4.5% of the Comparable Properties. As stated in section 4.3 of the Letter

to Unitholders in the Circular, One Raffles Place could achieve potential NPI growth

from increase in occupancy, potential positive rental reversion, and limited new office

supply in Raffles Place. This may enhance NPI yield of 3.4% stated above.

(ii) the implied value per NLA of One Raffles Place is lower than the value per NLA of

Ocean Financial Centre, One Raffles Quay and Six Battery Road and of S$2,894 psf,

S$2,762 psf and S$2,691 psf, respectively.

(iii) the implied value per NLA of One Raffles Place is higher than the value per NLA of,

Suntec City, One George Street and HSBC Building of S$2,314 psf, S$2,179 psf and

S$2,245 psf, respectively.

E-19

4.5. Terms of the CPPUs

We note that the CPPU is a structured instrument, incorporating terms which are specific

to the Proposed Transactions and the positions of the parties. Therefore, it is important

that the Unitholders fully understand the principal terms of the CPPUs. We highlight the

following as key terms:

(i) KPMG LLP, as the auditors of OUE C-REIT, has confirmed that the CPPUs will be

classified as equity securities under the Financial Reporting Standards 32;

(ii) that the CPPUs will be treated as equity subject to the approval and confirmation

being received by OUE C-REIT from Inland Revenue Authority of Singapore;

(iii) The CPPU Holders are entitled to receive a distribution (the “CPPU Distribution”) of

an amount equivalent to 1.0% per annum of the issue price of each CPPU;

(iv) The CPPUs are convertible by the CPPU Holders after a Restriction Period of four

years commencing from the date of issuance of the CPPUs, provided that the number

of CPPUs converted in any one year shall not exceed one-third of the total number

of CPPUs initially issued to the CPPU Holder;

(v) During the Restriction Period, the CPPU Holders shall not be entitled to exercise their

Conversion Right when the Manager exercises its right to redeem any of the CPPUs;

(vi) The conversion price shall be an amount equivalent to a premium of 15.0% above the

theoretical ex-rights price (“TERP”) per Unit in relation to the Rights Issue;

(vii) In the event that both a conversion notice as well as a redemption notice are issued

at the same time, the conversion notice shall prevail;

(viii) The CPPU Distribution is discretionary and non-cumulative;

(ix) While the distribution is declared at the discretion of the Manager, in the event that

any distribution is not declared in full for any reason in respect of any distribution

period, OUE C-REIT shall not, and shall procure that the subsidiaries of the OUE

C-REIT shall not, in respect of the same period:

(a) declare or pay any distributions in respect of, or repurchase or redeem, any

Units or any other securities, or ownership interests of the OUE C-REIT ranking

pari passu with or junior to the CPPUs; and

(b) contribute any moneys to a sinking fund for the payment of any distributions in

respect of, or for the redemption or repurchase of, any such Units, or any other

securities or ownership interests,

except where required pursuant to under any relevant laws, regulations and

guidelines; and

(x) In the event of liquidation, the CPPUs shall rank junior to all debt of OUE C-REIT and

any securities or ownership interests and all obligations of OUE C-REIT that are

expressed to rank senior to the CPPUs; and senior to the Units.

Please refer to Section 2.3.1 of the Letter to Unitholders in the Circular for detailed key

characteristics of the CPPUs.

E-20

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E-22

In reviewing the information above, we note the following:

(i) the distribution on the CPPUs of 1.0% is below both the yield-to-maturity and the

coupon rate of the selected convertible and perpetual financial instruments;

(ii) the premium on conversion of the CPPUs (a premium of 15.0% above the TERP in

relation to the Rights Issue) is below the range of the convertible bonds issued by

CCT (at 19.8%) and by CapitaLand (at 32.6%);

(iii) the Restriction Period of four years commencing from the date of the issuance of the

CPPUs is higher than that of FCOT CPPUs and Starhill CPUs which have a

restriction period of three years and higher than all other selected convertible and

perpetual instruments;

(iv) the Manager has the option but not the obligation to redeem the CPPUs at the

principal amount similar to the terms of FCOT CPPU and Starhill CPU;

(v) post four years the CPPU conversion is further restricted to only one-third of the

CPPUs initially issued in any one year which is not the case in any of the above

selected convertible and perpetual financial instruments presented above; and

(vi) There is no restriction on the number of units that can be redeemed in a financial

year, hence giving the Manager the flexibility to redeem based on the outcome of the

redemption review process.

As stated in Section 4.5 of this letter, the CPPU is a structured instrument, incorporating

terms which are specific to the Proposed Transactions and the positions of the parties. The

structure is intended for the Sponsor to provide funding support for OUE C-REIT in the

near-term as the REIT seeks to grow NPI through positive rental reversion and increase

in occupancy. The proposed issuance of the CPPUs to the Sponsor as part payment for

the Proposed Acquisition demonstrates the Sponsor’s commitment to support OUE

C-REIT’s acquisition growth strategy and reflects the Sponsors’ confidence in the growth

prospects in One Raffles Place.

We also wish to highlight that the pricing of convertible instruments is influenced by many

factors including the market capitalisation, size of operations, composition of business

activities, asset base, geographical spread, track record, financial performance, operating

and financial leverage, risk profile, liquidity, future prospects and other relevant criteria of

the issuer. As a result, any comparisons drawn can serve only as an illustrative

guide.

4.7. Redemption review process of the CPPUs

We wish to highlight that, in relation to the redemption of the CPPUs, the Manager intends

to put in place a redemption review process following the issuance of the CPPUs. The

Manager will, on a semi-annual basis in every financial year after the issuance of the

CPPUs, prepare an internal report as to whether to redeem the CPPUs, taking into

account relevant funding costs, market conditions, benefits and risks of redemption.

The internal report shall set out the factors taken into consideration by the Manager as well

as the financial conditions of OUE C-REIT and such other information as the Manager may

consider necessary for the consideration of the Audit and Risk Committee of the Manager.

E-23

The Audit and Risk Committee will then review the internal report, deliberate and decide

if OUE C-REIT should redeem any CPPUs, taking into consideration the best interest of

OUE C-REIT and its minority Unitholders. Any member of the Audit and Risk Committee

who is a non-Independent Director shall abstain from voting on any resolution relating to

the redemption of the CPPUs at the meeting of the Audit and Risk Committee.

Under Clause 5.1.4 of the Trust Deed, the Manager has the power to issue further CPPUs

of the same class with the CPPUs already issued.

4.8. Pro forma financial effects of the Proposed Transactions

The pro forma financial effects of the Proposed Transactions are set out in Section 6 of the

Letter to Unitholders in the Circular. The pro forma financial effects have been computed

under two scenarios:

(i) Scenario A – OUE C-REIT is acquiring a minimum 75.0% indirect interest in OUBC

(“Scenario A”); and

(ii) Scenario B – OUE C-REIT is acquiring a maximum 83.33% indirect interest in OUBC

(“Scenario B”).

The tables below set out the pro forma financial effects of the Proposed Transactions on

the DPU, DPU yield and NAV per Unit. For illustrative purposes, the pro forma DPU, DPU

yield and NAV per Unit are shown as if the CPPUs were fully converted and if one-third of

the CPPUs were converted on 27 January 2014, although (i) the CPPUs cannot be

converted during the four-year Restriction Period save in certain limited circumstances

and (ii) not more than one-third of the CPPUs initially issued can be converted in any one

year.

Scenario A (Acquisition of a 75.0% Indirect Interest in OUBC)

FY 2014

Before the

Proposed

Transactions

Pro Forma Adjusted for the Proposed Transactions

CPPUs are not

converted

One-third of

CPPUs are

converted

CPPUs are all

converted

DPU (cents) 5.27 4.37 3.89 3.23

DPU Yield

(annualised) 6.9% 6.4% 5.7% 4.8%

NAV per Unit (S$) 1.10 0.92 0.91 0.89

Scenario B (Acquisition of an 83.33% Indirect Interest in OUBC)

FY 2014

Before the

Proposed

Transactions

Pro Forma Adjusted for the Proposed Transactions

CPPUs are not

converted

One-third of

CPPUs are

converted

CPPUs are all

converted

DPU (cents) 5.27 4.38 3.86 3.16

DPU Yield

(annualised) 6.9% 6.4% 5.7% 4.7%

NAV per Unit (S$) 1.10 0.92 0.91 0.89

E-24

The pro forma financial effects are for illustrative purposes and do not represent OUE

C-REIT’s DPU post-completion of the Proposed Transactions. The Unitholders should

note that FY 2014 is not representative of One Raffles Place’s full year performance as its

retail podium was only re-opened in May 2014 and hence did not have a full year

contribution for FY 2014.

We wish to highlight that as stated in Section 4.8 of the Letter to Unitholders in the

Circular, the Proposed CPPU Issue will not increase aggregate leverage. Assuming that

OUE C-REIT acquires 75.0% to 83.33% indirect interest in OUBC, its pro forma aggregate

leverage is expected to be 40.9% to 41.9% respectively.

As stated in Section 4.3 of the Letter to Unitholders in the Circular, One Raffles Place

could achieve potential growth from increase in occupancy, potential positive rental

reversion and limited new office supply in Raffles Place. This may reduce the DPU dilution

as stated above.

5. OUR RECOMMENDATION

In arriving at our recommendation, we have taken into account the following factors which

we consider to have a significant bearing on our assessment of the Proposed Acquisition

and the Proposed CPPU Issue.

(i) the rationale and the benefits of the Proposed Acquisition and the Proposed CPPU

Issue;

(ii) Savills and Cushman & Wakefield have estimated the market value of the OUBC

Interest is S$1,734.0 million and S$1,733.0 million, respectively;

(iii) the approach used by the Independent Valuers in making their opinions are

consistent with the market standards;

(iv) the market value of One Raffles Place attributable to OUBC as at 31 December

2014 based on information disclosed in the annual report OUE for the financial year

ended 31 December 2014 is S$1,737.0 million;

(v) the implied price per NLA of One Raffles Place is lower than the price per NLA of

Straits Trading Building and Robinson Point of S$2,830 psf and S$2,580 psf,

respectively;

(vi) the implied price per NLA of One Raffles Place is higher than the price per NLA of

Equity Plaza, Anson House, Finexis Building, Prudential Tower and 16 Collyer Quay

of S$2,181 psf, S$2,252 psf, S$2,300 psf, S$2,316 psf and S$2,374 psf,

respectively;

(vii) the implied NPI yield of One Raffles Place of 3.4% is within the range of NPI yields

of 2.4% to 4.5% of the Comparable Properties. As stated in Section 4.3 of the Letter

to Unitholders in the Circular, One Raffles Place could achieve potential NPI growth

from increase in occupancy, potential positive rental reversion and limited new office

supply in Raffles Place. This may enhance NPI yield of 3.4%;

(viii) the implied value per NLA of One Raffles Place is lower than the value per NLA of

Ocean Financial Centre, One Raffles Quay and Six Battery Road and of S$2,894

psf, S$2,762 psf and S$2,691 psf, respectively;

(ix) the implied value per NLA of One Raffles Place is higher than the value per NLA of,

Suntec City, One George Street and HSBC Building of S$2,314 psf, S$2,179 psf and

S$2,245 psf, respectively;

E-25

(x) the distribution on the CPPUs of 1.0% is below both the yield to maturity and the

coupon rate of the selected convertible and perpetual instruments; and

(xi) the premium on conversion of the CPPUs (a premium of 15.0% above the TERP in

relation to the Rights Issue) is below range of the convertible bonds issued by CCT

(at 19.8%) and by CapitaLand (at 32.6%);

(xii) the Restriction Period of four years commencing from the date of the issuance of the

CPPUs is higher than that of FCOT CPPUs and Starhill CPUs and higher than all

other selected convertible and perpetual instruments;

(xiii) post four years the CPPU conversion is further restricted to only one-third of the

CPPUs initially issued in any one year which is not the case in any of the selected

convertible and perpetual financial instruments;

(xiv) There is no restriction on the number of units that can be redeemed in a financial

year, hence giving the Manager the flexibility to redeem based on the outcome of the

redemption review process;

(xv) the CPPU is a structured instrument, incorporating terms which are specific to the

Proposed Transactions and the positions of the parties. The structure is intended for

the Sponsor to provide funding support for OUE C-REIT in the near-term as the

REIT seeks to grow NPI through positive rental reversion and increase in

occupancy;

(xvi) the intention of the Manager to put in place a redemption review process to evaluate

the commercial viability of redemption of the CPPUs; and

(xvii) the pro forma financial effects of the Proposed Transactions.

Having considered the above and subject to the assumptions and qualifications set out

herein and taking into account the prevailing conditions as at Latest Practicable Date, we

are of the opinion that the Proposed Acquisition and the Proposed CPPU Issue are on

normal commercial terms and will not be prejudicial to the interests of the OUE C-REIT

and its minority Unitholders.

Accordingly, we advise that the Independent Directors may recommend that the

Unitholders vote in favour of the Proposed Acquisition and the Proposed CPPU Issue.

Our recommendation is addressed to the Independent Directors, the Audit and Risk

Committee and the Trustee for their benefit in connection with and for the purpose of their

consideration of the Proposed Transactions. Any recommendation made by the

Independent Directors and the Audit Committee in respect of the Proposed Transactions

shall remain their responsibility.

Our recommendation is governed by the laws of Singapore and is strictly limited to the

matters stated herein and does not apply by implication to any other matter.

Yours faithfully

Deloitte & Touche Corporate Finance Pte Ltd

Ng Jiak See

Executive Director

E-26

Savills Valuation andProfessional Services (S) Pte Ltd

Reg No : 200402411G

30 Cecil Street#20-03 Prudential Tower

Singapore 049712

T: (65) 6836 6888F: (65) 6536 8611

savills.com

Our Ref : MKT/2015/C-OUE/AQ/0341

5 June 2015

DBS Trustee Limited in its capacity as Trustee of OUE Commercial Real Estate Investment Trust 12 Marina Boulevard Level 44 Marina Bay Financial Centre Tower 3 Singapore 018982

Dear Sirs

VALUATION OF: OUBC’S INTEREST IN 1 RAFFLES PLACE, ONE RAFFLES PLACE SINGAPORE 048616 (“THE PROPERTY”)

In accordance with your instructions to us, we are to provide our opinion of the current Market Value of OUB Centre Limited (“OUBC”)’s interest in the Property, based on (a) the unexpired leasehold interest in the Property; and (b) with vacant possession, for the purposes of acquisition and financing.

We have prepared this valuation certificate for the purpose of inclusion in a circular to unitholders.

Our valuation is our opinion of the market value of OUBC’s interest in the Property which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion.”

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

In arriving at our opinion of market value, we have adopted the Income Capitalisation Approach and Market Comparison Method.

We have fully relied on information provided by the Manager as well as obtained from reliable agencies and sources in the public domain. In the event that the actual information of the Property such as dimensions, measurements and areas when made available to us, differs from our estimates we reserve the right to review our valuation.

F-1

APPENDIX F – VALUATION CERTIFICATES

F-2


Our Ref : MKT/2015/C-OUE/AQ/0341

VALUATION CERTIFICATE

The Property Brief Description Current Market

Value of OUBC’s Interest

1 Raffles Place ONE RAFFLES PLACE Singapore 048616 Legal Description/ Tenure

TS 1 Lot 716L: Leasehold - 99 years commencing from 1 November 1985

TS 1 Lot 718M: Leasehold - 841 years 3 months 20 days commencing from 1 November 1985

TS 1 Lot 721M: Leasehold - 99 years commencing from 26 May 1983

TS 1 Lot 696V: Leasehold - 99 years commencing from 26 May 1983

The Property is a commercial development comprising a 62-storey office tower (Tower 1, completed in 1986), a 38-storey office tower (Tower 2, completed in 2012), a 5-storey plus 1 basement retail podium (major refurbishment completed in 2014) with 3 basement levels of car parking lots.

The Property is strategically situated in the heart of Raffles Place, Singapore’s Central Business District and with direct link to the Raffles Place MRT interchange station.

There is easy access to other parts of Singapore via the ECP, MCE, AYE and Nicoll Highway.

Towers 1 & 2 of the Property offer Grade-A office space.

For Tower 1, the uppermost 12 levels have near-trapezoidal shaped floor plates while the floor plates of its lower 43 levels are rectangular-shaped, providing a continuous office floor plate that ranges from approximately 5,000 sq feet to 9,000 sq feet in lettable area. The newer Tower 2 awarded the Green Mark Platinum Award has a typical L-shaped column-free office floor plate of about 11,000 sq feet

The shops in the retail podium (except for Basement 1 which has an open concept F&B layout and Level 2 which is wholly let to an anchor) are generally arranged around a central concourse where the escalators are located.

The Property occupies a total land area of 6,985.7 sq metres (75,193 sq feet).

The total gross floor area is 119,713.97 sq metres (1,288,589 sq feet). According to the Manager, OUBC’s estimated net lettable area (“NLA”) totals 66,890 sq metres (720,000 sq feet), comprising as follows:

1 sq metre = 10.7639 sq feet approximately (some error may arise from rounding off).

Use/Location Sq Metres Sq Feet Office (Tower 1) 29,265 315,000 Office (Tower 2) 27,406 295,000 F&B (Tower 1) 929 10,000 Retail Podium 9,290 100,000

S$1,734,000,000/- (Singapore Dollars One Billion Seven

Hundred And Thirty-Four Million Only)

Registered Owner OUB Centre Limited

F-3


Cushman & Wakefield VHS Pte. Ltd. Company Registration No. 200709839D 3 Church Street #09-03 Samsung Hub Singapore 049483 Tel: (65) 6535 3232 Fax: (65) 6535 1028 www.cushmanwakefield.com

9 June 2015

The Board of Directors OUE Commercial REIT Management Pte. Ltd. (as manager of OUE Commercial Real Estate Investment Trust) 50 Collyer Quay #04-08 OUE Bayfront Singapore 049321

Dear Sirs

ONE RAFFLES PLACE TOWER 1, ONE RAFFLES PLACE TOWER 2 AND ONE RAFFLES PLACE SHOPPING MALL AT 1 RAFFLES PLACE, SINGAPORE 048616 (COLLECTIVELY REFERRED TO AS “THE PROPERTY”)

Cushman & Wakefield VHS Pte Ltd (“C&W”) have been instructed by OUE Commercial REIT Management Pte Ltd, to provide the market value as at 5 June 2015 and formal valuation report in respect of the above mentioned property (“the Property”), as disclosed.

C&W have prepared the formal valuation report (the “Report”) in accordance with the requirements of the instructions and the following international definition of Market Value:

“Market Value is the estimated amount for which an asset or liability should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction, after property marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion”.

The valuations have been made on the assumption that the owner sells the Property on the open market in their existing state without the benefit of a deferred term contract, joint venture or any similar arrangement which would affect the value of the Property.

For the specific purposes of this Circular, we provide a valuation summary of the Report with a brief description of the Property together with the key factors that have been considered in determining the market value of the Property. The value conclusions reflect all information known by the valuers of C&W who worked on the valuation in respect to the Property, market conditions and available data.

Reliance on This Letter

This letter together with its attachments is a summary of the full Report that C&W have carried out and it does not contain all the necessary information and assumptions that are included in the Report. Further reference may be made to the Report, copies of which are held by the management.

The valuations contained in the Report are not guarantees or predictions but are based on the information obtained from reliable and reputable agencies and sources, the owner and other related parties. Whilst C&W have endeavoured to obtain accurate information, it has not independently verified all the information provided by the management or other reliable and reputable agencies.

Due to the nature of the instructions, detailed information pertaining to the Property could not be supplied to us. For the purpose of this valuation and as instructed, we have relied on available public sources of information as well as our own internal sources of information. Primarily, we have relied on published information found in OUE Limited Annual Report 2014, as well as those found in the public domain www.onerafflesplace.com.sg, for property information such as the approximate Gross Floor Area, dates of completion and all other relevant matters in our valuation. In addition, we have also relied on the Net Lettable Area provided to us by the Manager. Where applicable, information as to ownership, site area and zoning has been obtained from our searches at the local authorities. Also, we have assumed that all leases and tenancy agreements are legally valid and enforceable and the Property have proper legal titles that can be freely transferred, leased and sub-leased in the market without

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VALUATION OF ONE RAFFLES PLACE SINGAPORE 048616 _________________________________________________________________________________

being subject to any land premium or any extra charges. C&W have no reason to doubt the truth and accuracy of information provided to us by the management which is material to the valuation.

No allowance has been made in the valuation for any charges, mortgages or amounts owing on the Property. C&W have assumed that the Property is free from encumbrances, restrictions or other outgoings of an onerous nature which would affect their market value, other than those which have been made known to C&W.

The methodologies used in valuing the Property, namely, the Capitalization Approach, is based on a set of assumptions as to the income and expenses taking into considerations the changes in economic conditions and other relevant factors affecting the Property. The resultant value is, in our opinion, the best estimate but it is not to be construed as a guarantee or prediction and it is fully dependent upon the accuracy of the assumptions made. This summary does not contain all the necessary support data and details included in our Report. For further information on that, reference should be made to the Report to understand the complexity of the methodology and the variables involved in order to appreciate the context in which the values are arrived at.

Due to the nature of the instructions, we could only inspect the exterior and, where we can access, typical areas of the interior of the Property. No structural surveys have been made, but in the course of our cursor inspection, we did not note any serious defect to the completed buildings where we can see. We are not, however, able to report that the Property is free from rot, infestation or any structural defect. No tests were carried out to any of the services.

We have also not carried out investigations on site in order to determine the suitability of ground conditions, nor have we undertaken archaeological, ecological or environmental surveys. Our valuation is on the basis that these aspects are satisfactory.

Valuation Rationale

In arriving at our valuation, we have considered relevant general and economic factors and in particular have investigated recent sales transactions of comparable Property that have occurred in the vicinity or in similar standard localities. We have utilized the Capitalization Approach and Comparison Method, where appropriate, in undertaking our assessment for the Property.

Capitalization Approach

Where appropriate, we have cross-checked the property interests using the Capitalization Approach by taking into account estimated sustainable revenues of the property, adjusting to reflect anticipated operating expenses or outgoings, deriving a net income which is then capitalized at appropriate capitalization rate over the remaining lease term or tenure. Capitalization rate was obtained by comparing capitalization rates of similar properties in market transactions, where available.

Comparison Method

Where appropriate, we have cross-checked the property interests by the Comparison Method by making reference to comparable sale transactions as available in the relevant market. Appropriate adjustments are made for any differences between the Property and the comparables.

More property details and the key valuation assumptions for the Property are found in the Valuation Certificate attached to this letter.

Our valuation is undertaken on a Goods and Services Tax exclusive basis.

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VALUATION CERTIFICATE

Date of Valuation: 5 June 2015

Property: One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall at 1

Raffles Place, Singapore 048616 (collectively referred to as the “The Property”)

Legal Description/

Land Area/ Tenure:

Legal Description (all of Town Subdivision 1)

Land Area (sq m) Tenure/ Interest Valued

Lot 716L 2,529.5 Leasehold 99 years commencing from 1 November 1985

Lot 718M 2,670.7 Leasehold 841 years 3 months 20 days commencing from 1 November 1985

Lots 721M 1,645.7 Leasehold 99 years commencing from 26 May 1983

Lot 696V 139.8 Leasehold 99 years commencing from 26 May 1983

Brief Description of

Property:

The Property is strategically located at the junction of Raffles Place and Chulia Street, in the heart

of Raffles Place financial centre and within the Central Business District of Singapore. It is

connected to the Raffles Place MRT Interchange via underground passageways through the

connecting Raffles Xchange. Surrounding developments comprise mainly commercial

developments as well as several hotel and high-end residential developments.

The Property is an integrated development comprising a 62-storey Grade A office building with a

rooftop restaurant and observation deck known as One Raffles Place Tower 1, a 38-storey Grade

A office building known as One Raffles Place Tower 2, a 6-storey retail mall (5 levels above ground

and one basement level) known as One Raffles Place Shopping Mall and 3 basement car park

levels with 326 lots.

Registered Owner: OUB Centre Limited.

Town Planning: Zoned “Commercial” use

Gross Floor Area

(“GFA”)1:

Approximately 119,725.8 sq m/ 1,288,717 sq ft

Net Lettable Area

(“NLA”)2:

Office Tower 1 Approximately 30,193.5 sq m/ 325,000 sq ft

Office Tower 2 Approximately 27,406.4 sq m/ 295,000 sq ft

Retail Mall Approximately 9,290.3 sq m/ 100,000 sq ft

Total Approximately 66,890.2 sq m/ 720,000 sq ft

Tenancy Details: We observed that the Property is multi-tenanted and there are some vacant units within the office

towers and shopping mall. However, we were unable to ascertain the tenancy details.

Methods of Valuation: Capitalization Approach and Comparison Method

Capitalization Rate: Office (Tower 1) Office (Tower 2) Retail Mall (Leasehold 841 years) Retail Mall (Leasehold 99 years) Car park (Leasehold 841 years) Car park (Leasehold 99 years)

3.75% 3.95% 5.00% 5.25% 6.25% 6.50%

1 Information obtained from OUE Limited Annual Report 2014.2 Approximate figures provided by the Manager.

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Market Value: S$1,733,000,000/-

Value psm of GFA:

Value psm of NLA:

S$14,475/-

S$25,908/-

Remarks: This Valuation Certificate is a summary of the full report that Cushman & Wakefield have carried

out and it does not contain all the necessary information, assumptions and limiting conditions that

are included in the report. Further reference may be made to the report, copies of which are held

by client.

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Independent Market Study for the Office and Retail Real Estate Markets in the Singapore CBD

April 24, 2015

APPENDIX G – INDEPENDENT MARKET RESEARCH REPORT

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Independent Market S tudy for the Of f i ce and Reta i l Rea l Es ta te Markets in the S ingapore CBD | Contents

TABLE OF CONTENTS

Terms of Reference .......................................................................................................................................1

Section 1 Socio-economic Overview .............................................................................................................1

1.1 GDP Growth, Unemployment and Inflation

1.2 Economic Profile

1.3 Sectoral Performance

1.4 Population

1.5 Personal Disposable Income and Private Consumption Expenditure

1.6 Major Government Plans, Policies and Initiatives

1.7 Outlook

Section 2 Office Real Estate Market Overview .............................................................................................5

2.1 Major Office Locations

2.2 Supply, Demand and Occupancy

2.3 Potential Supply

2.4 Rental Values

2.5 Capital Values

2.6 Investment Market

2.7 Outlook

Section 3 Retail Real Estate Market Overview ........................................................................................... 19

3.1 Major Retail Locations



3.4 Rental Values and Rents

3.5 Capital Values and Prices

3.6 Outlook

Section 4 Site and SWOT Analysis ............................................................................................................ 30

4.1 Location and Accessibility

4.2 Property Description

4.3 Property Particulars

4.4 SWOT Analysis: Office

4.5 SWOT Analysis: Retail

Section 5 Conclusion .................................................................................................................................. 39

Limiting Conditions


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I ndependent Market S tudy fo r the Of f i ce and Reta i l Rea l Es ta te Markets in the S ingapore CBD ��

Terms of Reference DTZ was appointed by OUE Commercial REIT Management Pte. Ltd. to conduct an independent market study of the office and retail property markets in Singapore, for the proposed acquisition of One Raffles Place (ORP) located at 1 Raffles Place, Singapore 048616.

This report is addressed to OUE Commercial REIT Management Pte. Ltd. and DBS Trustee Limited, in its capacity as Trustee of OUE-C REIT.

The forward statements in this report are based on our expectations and forecasts for the future. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our expectations and forecasts.��

Section 1 Socio-economic Overview

1.1 GDP Growth, Unemployment and Inflation Global economic growth in 2014 was modest at 3.4%, due to the uneven recovery in the major economies. While the performance of the US economy was stronger than expected, growth in Mainland China, the Eurozone and Japan was lacklustre. Notwithstanding, Asia remained as the world’s growth leader in 2014, as overall consumption in the region was relatively robust.

Singapore’s economy continued to grow in 2014, albeit at a moderate 2.9%, compared with 4.4% in 2013 (Figure 1.1). This was also slower than the average annual real Gross Domestic Product (GDP) growth of 6.5% from 2004 to 2013. Apart from the global economic uncertainty, the moderated growth was also due to the ongoing labour market pressures and weak productivity growth.

Figure 1.1: Real GDP Growth, Unemployment Rate and Inflation

�

Source: Oxford Economics, Department of Statistics of Singapore, DTZ Consulting & Research, April 2015

-2.0

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 F 2016 F 2017 F 2018 F

%

Unemployment Rate Inflation Real GDP Growth


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Nonetheless, the economy came ahead of market expectations in Q1 2015, achieving a 2.1%1 YOY real GDP growth, same as that in Q4 2014. In particular, the services producing industries, which accounted for 75% of Gross Value Added (GVA), led economic growth for most of 2014 and Q1 2015.

Unemployment rate remained low at 2.0% in 2014, though marginally higher than the 1.9% in 2013.

Total employment grew by 3.7% (130,100) in 2014, lower than the 4.1% (136,200) in 2013. Employment gain was led by community, social & personal services (32,400) and wholesale & retail trade (20,500). Employment growth in finance & insurance (9,300), professional services (14,000) and administrative & support services (13,600), which traditionally drives the demand for office space, was also substantial in 2014.

Inflation eased from 2.4% in 2013 to 1.0% in 2014. This was below the average annual inflation over the past decade (2.8%). This trend is in line with the government’s ongoing efforts to manage inflation.

1.2 Economic Profile As at end 2014, Singapore’s GVA at current market prices was $368.5 billion2. Singapore’s economy is well-diversified, supported by manufacturing (18% of GVA), business & services (16%) and finance & insurance (12%). The wholesale & retail trade sector, which drives the demand for retail space, is also an important component of the economy, accounting for 17% of GVA.

1.3 Sectoral Performance According to the Economic Development Board, the services cluster in Singapore attracted the highest fixed asset investments in 2014, led by Infocommunications & Media and Headquarter & Professional Services. This reflected the growing technology clusters in Singapore and the strong extent they are driving the economy.

Of the services producing industries, the finance & insurance sector, a core driver of demand for Central Business District (CBD) office space, grew the most significantly by 7.7% in 2014. This is in line with Singapore continuing to be a leading global financial centre and a regional funding centre for trade flows in Asia as well as between Asia and the rest of the world.

On the back of rapid growth in the Telecommunications, Media and Technology (TMT) industry, demand for office space is increasingly being driven by non-financial companies. This is reflected by continued growth in the information & communications (3.6%) and business services (2.9%) sectors in 2014.

On the other hand, the wholesale & retail trade sector grew moderately by 1.7% in 2014, weighed by weak retail sales. Excluding motor vehicles, the Retail Sales Index (RSI) at constant prices declined by 0.7% in 2014, compared with the 1.1% growth in 2013. This was due to slowing Private Consumption Expenditure (PCE) growth and operational difficulties faced by retailers, including tighter manpower constraints.

The 3.0% decline in visitor arrivals to 15.1 million in 2014 partly weighed on retail sales, with the sales of discretionary goods such as recreational goods and apparels & footwear falling by 6.5% and 2.5% in 2014 respectively. Notwithstanding, tourism spending held firm at $23.5 billion in 2014, with a higher proportion of visitors staying longer and spending more on average.

1 Government’s advance estimate based on data from January and February 2015.2 All currencies in this report will be in SGD, unless stated otherwise.


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Singapore received 2.4 million visitors in the first two months of 2015, a decline of about 5% YOY. Nonetheless, tourism numbers are expected to return to growth in 2015, amid the expected rise in outbound travel to Asia and intra-Asia travel. Visitor arrivals are expected to increase by 0% to 3% to between 15.1 and 15.5 million, while tourism receipts are forecast to grow by 0% to 2% between $23.5 and $24.0 billion.

1.4 Population Singapore’s population has grown steadily over the past decade, by an average annual rate of 2.8%. As at end 2014, total population was 5.47 million, of which 71% (3.87 million) were Singapore residents3.

Although population growth slowed in 2013 (1.6%) and 2014 (1.3%) due to tighter immigration policies, the January 2013 Population White Paper provided a roadmap for population growth to reach 6.5 to 6.9 million by 2030. This translates to an average annual growth rate of 1.2% to 1.6%. In line with population growth, Singapore’s workforce is expected to grow by 1.0% to 2.0% per annum till 2030. Focus is on the creation of high value-added jobs, and this is expected to benefit the office and retail markets over time.

1.5 Personal Disposable Income and Private Consumption Expenditure Bolstered by its open and dynamic economy, Singapore enjoys a high per capita GDP (USD56,284 (SGD71,318) in 2014). The average annual growth of its per capita Personal Disposable Income (PDI)4

(4.3%) is higher than that for per capita PCE (3.7%) over the past decade. As at end 2014, Singapore’s per capita PDI was $40,424, about 20% higher than that for per PCE ($33,763), reflecting the resident population’s strong spending potential.

1.6 Major Government Plans, Policies and Initiatives

Budget 2015 Budget 2015 focused on building Singapore as an economy with firms driven by innovation and higher incomes, coming from deep skills and expertise in every job. In particular, five growth clusters of the future were identified, including Asian and Global Financial Services.

Key measures included providing businesses more time to adjust to the ongoing restructuring and shoring up the Small and Medium Enterprises (SME) industry. These include the extension of the Wage Credit Scheme and corporate income tax rebates, as well as strengthening support for innovation by enhancing grant support and enterprise financing.

Meanwhile, income tax concessions for Real Estate Investment Trusts (REITs) were extended till 2020 to promote the listing of REITs in Singapore and strengthen its position as a major REIT centre in Asia.

On the other hand, stamp duty concessions for REITs were allowed to lapse after 31 March 2015. These stamp duty concessions were intended to better enable the REIT industry to acquire a critical mass of local assets, as a base from which they can expand overseas.

3 Comprises Singapore citizens and permanent residents.4 Based on Singapore residents.


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Proposed enhancements to the regulatory regime for REITs REITs in Singapore have become an attractive investment option that delivers tax-efficient, stable and regular returns for investors. Singapore has one of the largest REIT markets in Asia as at end 2014, with 28 REITs and six stapled trusts listed on the Singapore Exchange Securities Trading Limited (SGX-ST) and a combined market capitalisation of $66.7 billion.

To remain competitive as a major Asian REIT centre, the Monetary Authority of Singapore (MAS) published a consultation paper in October 2014 for the proposed enhancements to the regulatory regime for REITs and REIT Managers in Singapore. The proposals, which are expected to benefit the overall REIT market, include considerations on enhancing transparency, corporate governance, creating stronger disclosure standards and providing REITs with more operational flexibility, e.g.:

• Adopting a single-tier leverage limit of 45%, without requirement for credit rating; and • Allowing REITs to undertake development activities up to 25% of its deposited property.

Plans for the CBD The government has been pro-active in planning and facilitating Singapore’s physical development and ensuring that it remains competitive with other global and regional financial hubs. It has implemented place management initiatives in the city centre, including Marina Bay and Singapore River, to make these areas vibrant live-work-play environments. In addition, the Urban Redevelopment Authority (URA) is currently reviewing future plans for the CBD as well as growth areas outside the CBD.

The Ministry of National Development Land Use Paper released in 2013, highlighted strategies to rejuvenate the traditional CBD, further develop the New Downtown at Marina Bay as well as development of a Southern Waterfront City.

The Singapore River One (SRO) is a private sector-led initiative responsible for the place management of the entire Singapore River precinct, including Boat Quay, which is near the subject property. The URA envisages Singapore River as a premier mixed-user recreational destination, with enhanced economic and business activity. Key objectives of the SRO’s 5-Year Business Plan (2012 to 2016) for the precinct include increasing footfall, sales, property values, lease and occupancy rates.

1.7 Outlook According to the International Monetary Fund (IMF), global economic growth in 2015 (3.5%) is projected to be marginally stronger than that in 2014 (3.4%). Growth is likely to be stronger in advanced economies, but more subdued in emerging markets. Prospects in Asia are also expected to remain relatively positive, with the IMF projecting a steady 5.6% growth for the region.

Despite the soft global economic prospects and domestic restructuring, the Ministry of Trade and Industry expects Singapore’s economy to grow by 2.0% to 4.0% in 2015 (Figure 1.1 on page 1). Meanwhile, the MAS projects headline inflation at -0.5% to 0.5% in 2015.

In the longer term, Oxford Economics projects Singapore’s real GDP growth to sustain at around 3.4% to 3.6% per annum from 2016 to 2018. The services producing industries, which are expected to grow by 3.3% to 4.9% per annum over the same period, will underpin the growth.

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Section 2 Office Real Estate Market Overview�

2.1 Major Office Locations This report focuses on the CBD office market, particularly Raffles Place, where the subject property is located. Singapore’s CBD comprises Raffles Place, Marina Bay (the New Downtown) and Shenton Way/ Robinson Road/ Cecil Street (Map 2.1).

Map 2.1: Major Office Locations (CBD and Fringe CBD)

Source: DTZ Consulting & Research, April 2015

Many global financial institutions and Multinational Corporations (MNCs) are located in Raffles Place and Marina Bay, which has a high concentration of premium and Grade-A offices. These two locations typically house global/ regional headquarters and front office functions. Together, Raffles Place and Marina Bay constitute the main financial and business district of Singapore.

Shenton Way/ Robinson Road/ Cecil Street is popular with professional/ business services companies and other financial, insurance and real estate companies. While a considerable proportion of the office stock in this micro-market is aging and relatively less well-specified, many are undergoing refurbishment or redevelopment.

Other major office locations outside the CBD are:

• Fringe CBD – Office locations fringing the CBD, which mainly serve companies that require proximity to their clients in the CBD. Micro-markets such as Anson Road/ Tanjong Pagar, Marina Centre and Beach Road/ North Bridge are emerging as attractive office locations, as there are many new premium and Grade-A offices completing in the next few years; and

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• Decentralised Areas – These locations are outside of the CBD and the Fringe CBD, including the suburban areas. These offices are usually closer to homes and are often complemented by amenities and accessible by the Mass Rapid Transit (MRT) network. These offices attract companies that do not need to be in the CBD as well as corporate support functions of financial institutions and other companies. Decentralised locations such as one-north and Jurong Gateway have seen many new Grade-A office additions in recent years.


Supply As at Q1 2015, there was about 24.3 million sq ft5 of office space in the CBD, which accounted for 36% of islandwide stock (68.6 million sq ft). Meanwhile, office stock in the Fringe CBD accounted for another 36% (24.8 million sq ft), with Anson Road/ Tanjong Pagar (6.2 million sq ft) being the largest Fringe CBD office micro-market. The remaining 28% (19.5 million sq ft) of islandwide office stock is in the Decentralised Areas.

Figure 2.1: Breakdown of Office Stock (Q1 2015)


Raffles Place is the most established business location in the CBD, accounting for majority (50%, 12.2 million sq ft) of office stock in the CBD, as at Q1 2015. Being the traditional core of the CBD, it has continuously been rejuvenated via refurbishment and redevelopment activities. It is also directly served by Raffles Place MRT interchange station, which is one of the three interchange stations that serve the major East-West and North-South Lines.

Accessibility and connectivity within and to Raffles Place has improved significantly over the years; key infrastructural improvements include the development of:

• The Marina Coastal Expressway (MCE) which better integrates the Ayer Rajah Expressway (AYE), East Coast Parkway (ECP) and Kallang-Paya Lebar Expressway (KPE) to the CBD;

• New MRT lines such as the Downtown Line and Circle Line, which connects to the East-West and North-South Lines; and

5 All supply and demand figures are in terms of Net Lettable Area, unless stated otherwise.

CBD Fringe24.8 million sq ft

36%

Decentralised Areas19.5 million sq ft

28%

Marina Bay6.3 million sq ft

9%(26% of CBD)

Raffles Place12.2 million sq ft

18% (50% of CBD)

Shenton Way/Robinson Road/

Cecil Street5.8 million sq ft

9%(24% of CBD)

CBD24.3 million sq ft

36%


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• A seamless network of air-conditioned underground walkways linking various office developments in Raffles Place and Marina Bay.

Raffles Place continues to be the heart of the CBD, a gateway to Singapore’s established centre of business and commerce. The high concentration of corporates in the micro-market also allows companies to be near their clients. Given its prestige and convenience, Raffles Place is a choice location – premium and Grade-A offices in the area are usually the preferred choice among leading MNCs and financial institutions. Some of these offices, including those in Marina Bay, are highlighted in Table 2.1.

Table 2.1: Selected Premium and Grade-A Offices6

Year of Completion Development Location NLA

(sq ft)

Estimated Occupancy (as at end Q1 2015)

Estimated Monthly Gross

Rent ($ per sq ft)

Raffles Place 2014 CapitaGreen Market Street 702,000 76.4%7 12.00 to 16.008

2011 Ocean Financial Centre Raffles Place 884,500 100.0% 11.00 to 13.00 e

2011 OUE Bayfront Collyer Quay 382,900 99.2% 11.60 to 14.508

2009 Straits Trading Building Battery Road 158,200 95.0% to 99.0% e

10.50 to 11.00 e

(asking) 2004 One George Street George Street 447,000 100.0% 11.00 to 11.208

Marina Bay 2013 Asia Square Tower 2 Marina View 784,100 80.0% to

85.0% e13.00 to 15.00 e

2012 Marina Bay Financial Centre Tower 3

Marina Boulevard

1.3 million

96.0% to 99.0% e

12.00 to 14.00 e

2011 Asia Square Tower 1 Marina View 1.2 million

85.0% to 90.0% e

14.00 to 16.00 e


Marina Boulevard

1.0 million

100.0% e 11.00 to 12.00 e


Marina Boulevard

630,800 100.0% e 11.00 to 12.00 e

Source: CapitaLand Commercial Trust, OUE Commercial REIT, Keppel REIT, DTZ Consulting & Research, April 20159

6 Figures have been rounded. 7 As at 21 April 2015.8 Committed rents for both renewal leases and new leases for Q1 2015.9 Occupancy and rental figures are generally based on publicly available information. Where information is not available, DTZ has provided estimates, indicated as “e”.


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Annual net supply10 in the CBD was substantial since 2010, above the average annual net supply from 2005 to 2014 (0.70 million sq ft), with the exception of 2013 (0.35 million sq ft) (Figure 2.2). Notably, there were significant terminations in the CBD (0.4 million sq ft) in 2013, especially in Raffles Place and Shenton Way/ Robinson Road/ Cecil Street.

Terminations in the CBD primarily stemmed from the increased redevelopment activities in these locations, alongside the government’s vision for a more vibrant CBD. Some of these buildings are redeveloping into mixed-use developments, e.g., V on Shenton (office and residential) and OUE Downtown (office, retail and serviced apartments), while some are redeveloping/ refurbishing into strata-titled offices, e.g., Oxley Tower and Robinson Tower.

Figure 2.2: Net Supply (CBD)


Notwithstanding, office supply in Raffles Place has been more measured and is relatively tight, with the exceptions of 2011 (1.31 million sq ft) and 2014 (0.71 million sq ft). Average annual net supply in Raffles Place over the past decade is estimated at 0.18 million sq ft, only a quarter of that for the entire CBD.

New supply in Raffles Place since 2011 comprised mainly premium and Grade-A offices. These offices achieved healthy commitments from a diverse range of established tenants such as ANZ Banking Group Limited, BNP Paribas, Drew & Napier LLC, Merrill Lynch International Bank Limited (Merchant Bank) and Michael Page International. This trend of strong interest continued in 2014, with CapitaGreen securing high profile tenants such as Apple, Cargill, Lloyd's Asia, Schroder and Twitter.

10 Refers to the change in total floor space over a specific period of time, either positive or negative. It excludes floor space that are not available for occupation due to refurbishment or redevelopment, but includes new supply. New supply refers to the total floor space ready for occupation.

-1,000,000

-500,000

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Q1 2015

sq ft

Raffles Place Rest of CBD

Average Annual Net Supply from 2005 to 2014 (CBD): 0.70 million sq ft

Average Annual Net Supply from 2005 to 2014 (Raffles Place): 0.18 million sq ft


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Alongside the government’s long-term plan for decentralisation, there has been substantial new supply in the Fringe CBD and Decentralised Areas since 2013. These non-CBD projects include South Beach (0.5 million sq ft), The Metropolis at one-north (1.1 million sq ft), Jem and Westgate Tower (0.3 million sq ft each) as well as Paya Lebar Square (0.4 million sq ft). Many are located at major transport nodes, supported by a range of amenities, in well-specified commercial buildings.

Demand and Occupancy The demand for office space in the CBD has generally been healthy, with the average annual net demand11 in the past decade (0.78 million sq ft) exceeding that for supply (0.70 million sq ft) (Figure 2.3).

Figure 2.3: Net Supply, Net Demand and Occupancy (CBD)


Demand came from: • The regular mainstay, i.e. finance & insurance, professional and business services, as well as a

growing diversity of occupiers. These include companies in energy, commodities and TMT, particularly those in the Social, Media, Analytics and Cloud industries. These firms are usually willing to pay higher rents to locate in well-specified buildings, particularly those in prime and convenient locations, to facilitate client proximity, attract talent and strengthen their brand positioning;

• Serviced office providers are increasingly sought after due to their flexibility. Serviced offices at prime office addresses offer smaller and cost-conscious set-ups a strong brand positioning and this is popular, amid the burgeoning SME industry in Singapore;

• Tenants relocating within the CBD – some of which are moving due to their premises undergoing refurbishment/ redevelopment, e.g., the former Equity Plaza, now known as GSH

11 Net demand refers to the change in the total occupied or let floor space over a specified period of time, positive or negative. It only takes into account occupiers when they physically locate in the premises.

0.75 million sq ft

0.40 million sq ft

93.0%

84.0

86.0

88.0

90.0

92.0

94.0

96.0

98.0

-1,000,000

-500,000

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 F 2016 F 2017 F 2018 F

%sq ft

Net Supply (LHS) Net Demand (LHS) Occupancy (RHS)

Average Annual Net Supply from 2005 to 2014: 0.70 million sq ft

Average Annual Net Demand from 2005 to 2014: 0.78 million sq ft


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Plaza. Some tenants are also relocating from developments in Marina Bay to Raffles Place, e.g., both Lloyd’s Asia from Asia Square Tower 1 and Jardine Lloyd Thompson from One Raffles Quay are moving to CapitaGreen, given the strong value proposition to locate in Raffles Place12; and

• Occupiers relocating to better quality offices. Some are relocating from the Fringe CBD to Raffles Place e.g., Cargill Group moving from The Concourse along Beach Road to CapitaGreen.

With some tenants scheduled only to move in from 2015 onwards, net demand in the CBD (0.40 million sq ft) did not match net supply (0.75 million sq ft) in 2014. The significant net supply in Raffles Place was due to the completion of CapitaGreen in December 2014.

Of the CBD locations, occupancy in Raffles Place is traditionally the most stable and resilient, and has remained at 90% and above in the past decade. Despite the ample new supply in 2014, occupancy remained at a healthy level of 92.2%, as at Q4 2014 (Figure 2.4). The termination of the former Equity Plaza, alongside committed tenants moving into their new premises, saw an increase in occupancy in Raffles Place to 92.5% in Q1 2015. Meanwhile, occupancy for Grade-A offices in Raffles Place increased from 96.4% in Q4 2014 to 97.2% in Q1 2015. Other CBD locations also experienced an increase in their occupancies, as supply remained tight.

Figure 2.4: Occupancy (CBD)13


12 As at Q1 2015, average monthly gross rental values in Marina Bay are 20% higher than that in Raffles Place.13 Occupancies for the respective locations in Figure 2.4 are based on a basket of office properties, including premium, Grade-A and Grade-B offices.

92.2%92.5%

94.4% 94.9%93.0%

95.9%

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70.0%

75.0%

80.0%

85.0%

90.0%

95.0%

100.0%

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Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

Raffles Place Marina Bay Shenton Way/ Robinson Road/ Cecil Street

Raffles Place (Grade-A): 97.2%


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2.3 Potential Supply Excluding projects that have not obtained Provisional Permission/ Written Permission (PP/ WP) and unawarded Government Land Sales (GLS) commercial/ white sites, there is about 8.3 million sq ft of islandwide pipeline supply from Q2 2015 to 2018. About 50% (3.8 million sq ft) will be in the CBD.

Following the completion of South Beach in Q1 2015, the pipeline office developments in 2015 are mostly small – 100,000 sq ft and lower. There is only one office development in the CBD completing in 2015, namely Crown@Robinson (78,300 sq ft). In addition, an estimated 0.26 million sq ft of office space was terminated in Raffles Place in Q1 2015. As such, the supply situation in the CBD, particularly Raffles Place, is likely to be very tight in 2015.

Major new supply is expected in 2016 (4.35 million sq ft), including Marina One at Marina Bay (1.88 million sq ft), Guoco Tower at Anson Road/ Tanjong Pagar (0.90 million sq ft) and DUO Tower (0.57 million sq ft) (Figure 2.5). These expected completions, particularly those at Marina Bay, are mainly premium offices and are relatively close to Raffles Place. As such, they are likely to compete with offices in Raffles Place.

Figure 2.5: Potential Supply (Islandwide)14

Source: URA, DTZ Consulting & Research, April 2015

There are concerns over the significant supply in 2016 as well as competition from high quality offices in the non-CBD areas. Nonetheless, offices in Raffles Place are expected to remain relatively resilient, as:

• There is very limited supply in Raffles Place, as majority (72%) of the new supply in the CBD in 2016 is in Marina Bay. Apart from GSH Plaza, a strata-titled office for sale, which is expected to complete in 2016, there is currently no known office supply in the Raffles Place micro-market till 2018;

14 Of the 658,500 sq ft of islandwide office space completed in Q1 2015, 518,700 sq ft (79%) is in the CBD Fringe, while the remaining 21% (139,900 sq ft) is in the Decentralised Areas. There were no completions in the CBD in Q1 2015.

0

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Average Annual NewSupply from 2005 to 2014: 1.7 million sq ft

Average Annual New Supply from 2015 F to 2018 F: 2.1 million sq ft


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• Decentralised offices are not expected to pose significant competition for CBD tenants, particularly in industries that require extensive client-facing e.g., finance and some professional services such as legal;

Notwithstanding, potential supply in 2017 and 2018 is expected to be moderate. While there is a white site at Marina View/ Union Street in Marina Bay (101,628 sq m/ 1.09 million sq ft GFA15) as well as a commercial site at Beach Road (88,313 sq m/ 0.95 million sq ft11) on the GLS Reserve List, these sites will only be launched for sale by the government if an interested developer submits a minimum acceptable bid.

Table 2.2 highlights selected office developments in the pipeline supply from Q2 2015 to 2018.

Table 2.2: Selected Office Developments in the Pipeline Supply (Islandwide)16

Development Area Location Estimated NLA (sq ft)2015

Crown at Robinson CBD Robinson Road 78,300

PS 100 Fringe CBD Peck Seah Street 47,800

Office development by Defence Science & Technology Agency

Decentralised Areas Depot Road 204,200

Innovis/ Synthesis/ Kinesis Decentralised Areas Ayer Rajah Avenue/ Fusionopolis Way

101,400

2016

Marina One CBD Marina Way/ Straits View 1.88 million sq ft

V on Shenton CBD Shenton Way 278,000

GSH Plaza (A&A) CBD Cecil Street 283,400

OUE Downtown 1 (A&A) CBD Shenton Way 56,800 (additional NLA)

Guoco Tower Fringe CBD Peck Seah Street 900,000

DUO Tower Fringe CBD Rochor Road 568,000

2017

SBF Centre CBD Robinson Road 226,900

Robinson Tower CBD Robinson Road 136,100

Office/ shopping development by Keppel Land Fringe CBD Hoe Chiang Road 220,700

Vision Exchange Decentralised Areas Venture Ave/ Jurong East Street 11

495,900

15 Based on maximum permissible GFA indicated by the URA. Part of the GFA may be allocated to other uses.16 Figures have been rounded.


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Development Area Location Estimated NLA (sq ft)2018

Frasers Tower CBD Cecil Street/ Telok Ayer Street 664,000

Woodlands Square Decentralised Areas Woodlands Avenue 5/ Woodlands Square 535,200


2.4 Rental Values Grade-A office rental values in Raffles Place have generally held up well, compared with other CBD locations. In recent years, the tenant profile in Raffles Place has grown to be more diversified, providing some hedge against its traditional concentration of finance & insurance companies. Despite the development of Marina Bay, Raffles Place continues to be perceived as the most accessible location in the CBD. Its brand positioning as a premier business location also helped to sustain rentals.

During the Eurozone Crisis and significant supply influx (mainly Marina Bay) in 2010/11, rental values in the CBD were impacted. However, Grade-A office rental values in Raffles Place fell less extensively by 8.6% in 2012, compared with 12.5% in Marina Bay (Figure 2.6).

Figure 2.6: Average Monthly Gross Rental Values (Raffles Place and Marina Bay)17


Rental values in the CBD started to recover in 2013, owing to the tight supply as well as improved demand. On the back of sustained demand, Grade-A office rental values in Raffles Place rose by 12.2% to $11.50 per sq ft per month in 2014.

17 For Raffles Place, rental values are based on a basket of Grade-A offices. Meanwhile, all offices in Marina Bay are of premium-grade. The contracted rents are inclusive of service or maintenance charges under standard three-year lease terms.

11.5011.50

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Raffles Place (Grade-A) Marina Bay (Premium)


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Average monthly gross rental values for Grade-A offices in Raffles Place remained stable at $11.50 per sq ft in Q1 2015, while rental values in Marina Bay rose by 3.8% QOQ to $13.75 per sq ft. This reflects moderate rental growth, compared with the run-up in 2014. This is likely due to the 1.0 million sq ft of non-renewing office leases as well as 0.2 million sq ft of shadow space estimated to be released in 2015.

For the quality and convenience as well as exposure to a less volatile rental trend, premium and Grade-A offices in Raffles Place offer their own value proposition among other prime offices. Table 2.3 highlights the committed rents at selected premium and Grade-A offices in Raffles Place.

Table 2.3: Committed Rents at Selected Offices in Raffles PlaceDevelopment Current Committed Rents18 ($ per sq ft per month)

OUE Bayfront 11.60 to 14.50

CapitaGreen 12.00 to 16.00

Six Battery Road 12.00 to 14.60

One George Street 11.00 to 11.20 Source: OUE Commercial REIT, CapitaLand Commercial Trust, DTZ Consulting & Research, April 2015

2.5 Capital Values Office capital values have been rising since 2009, on the back of growing investor interest in the office sector, partly fuelled by the relative increase in the availability of strata-titled offices for sale and property cooling measures in the residential and industrial markets. While the global economic uncertainty as well as Total Debt Servicing Ratio (TDSR) framework in June 2013 weighed on yield-sensitive investors, the advent of office rental recovery in 2013 helped usher a second wind for capital values.

Average freehold capital values in Raffles Place rose from $2,600 per sq ft in Q4 2012 to $2,765 per sq ft in Q4 2014, and continued to edge up to $2,795 per sq ft in Q1 2015. Nonetheless, capital values remained about 14% below the previous peak in Q4 2007 (Figure 2.7). Despite the TDSR framework continuing to impact on the strata-titled office market, capital values for office space continued to hold up in 2014 and Q1 2015.

18 For both renewal and new leases.


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Figure 2.7: Average Freehold Capital Values (Raffles Place)


2.6 Investment Market Amid the uncertainty over the expected increase in the US Federal interest rates, overall real estate investment volume fell by 38% to $17.7 billion in 2014. Nonetheless, the office sector accounted for bulk of the activity and was the only sector that experienced an increase in investment volume, which grew by 16.6% to $5.8 billion in 2014.

The office sector, particularly developments in the CBD and Fringe CBD, continued to attract healthy investor interest, amid the increasing rentals and expected tight supply in the CBD in 2015. For instance, AXA Tower at Shenton Way was acquired by a consortium led by Perennial Real Estate Holdings for $1.17 billion ($1,735 per sq ft) in January 2015.

Table 2.4 highlights the major office building transactions in the CBD since 2013.

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2.7 Outlook

Despite the uneven global economic prospects, Singapore’s economy remains on track for growth. In particular, the services sector is expected to lead growth. According to the Q1 2015 Business Expectations Survey for the services sector, a weighted 70% of firms foresee the business climate to remain stable. It also showed that firms in the finance & insurance sector are the most optimistic. Hiring intentions in the information, technology & telecommunications sector are also healthy, based on the H1 2015 Hudson Report on Singapore’s hiring expectations.

New supply in 2015 is expected to be limited, especially in the CBD. The CBD accounts for only 11% (0.13 million sq ft) of new supply in the whole of 2015 (1.22 million sq ft), all of which is in Shenton Way/ Robinson Road/ Cecil Street.

Given the abovementioned, office rents in the CBD are expected to continue to rise in 2015, albeit at a slower pace compared to 2014. The limited supply in 2015 will be mitigated by office space from non-renewing leases as well as shadow space. In addition, some demand may be offset from occupiers relocating within the micro-market, who are usually moving from older buildings to more well-specified developments.

Going forward, rentals for Grade-A office buildings in Raffles Place, especially those which are well-located e.g., direct access to MRT station, are expected to be relatively resilient, given that there are no known premium and Grade-A offices in the pipeline in the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future office developments that offer floor plates of 20,000 sq ft and above.

Despite the challenging economic environment and some companies adopting more flexible working arrangements, many continue to favour the CBD as a choice location. Offices with mid-sized floor plates in Raffles Place offer a strong value proposition to these corporates. Coupled with the growing diversity of occupiers in the CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain relatively firm.


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Section 3 Retail Real Estate Market Overview

3.1 Major Retail Locations

Singapore is an established shopping haven with a variety of shopping malls catering to both residents and visitors. The retail property market is anchored by Orchard/ Scotts Road, Singapore’s main shopping destination and entertainment hub, while residents in the Suburban Areas are served by large regional malls. Meanwhile, retail space in the CBD is part of the Other City Areas, which includes other Fringe CBD locations (Map 3.1).

Map 3.1: Major Retail Locations


Central Area

Suburban Areas

Orchard/Scotts Road

Other City Areas

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3.2 Supply, Demand, Occupancy

Supply In addition to office developments, there is about 0.9 million sq ft of retail space in the CBD, representing some 2% of retail stock in Singapore (39.9 million sq ft) (Figure 3.1). Unlike Orchard Road or suburban malls, retail offerings in the CBD mainly caters to the estimated 200,000 office workers in the CBD, as well as some business travelers.

As a result, majority of the retail and service offerings in the CBD mainly cater to office workers, e.g. fashion & accessories, banking, dry cleaning, tailors and salons. In addition, a large proportion of retail space in the CBD is for Food & Beverages (F&B). There is a wide variety of F&B offerings, from hawker centres and food courts, to specialty cafes and high-end restaurants.

Figure 3.1: Breakdown of Retail Stock (Q4 2014)20


The retail scene in the CBD is evolving. In addition to the development of Marina Bay, the opening of One Raffles Place (98,500 sq ft) in 2014 added diversity to Raffles Place. It not only provided opportunities for new retail and F&B concepts, but also offered spaces for high street stores, e.g. H&M and Uniqlo, to operate in the hub of the CBD which was previously not available.

With about 10% of market share in the CBD, One Raffles Place is currently the largest purpose-built shopping mall in Raffles Place (Table 3.1).

20 Other City Area: Areas outside the Orchard/ Scotts Road corridor but within the city-limit (defined by URA as the Central Area) CBD includes Raffles Place, Shenton Way/ Robinson Road/ Cecil Street and Marina Bay.

Orchard/ Scotts Rd8.4 million sq ft

21%

Suburban Areas18.2 million sq ft

46%

CBD0.9 million sq ft

2%

Outside CBD12.4 million sq ft

31%

Other City Areas13.3 million sq ft

33%


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Table 3.1: Selected CBD Shopping Malls21

Development Location NLA (sq ft)

China Square Central Cross Street 99,300

One Raffles Place Raffles Place 98,500

Marina Bay Link Mall Marina Boulevard 94,300 One Fullerton (Part of The Fullerton Heritage) Fullerton Road 60,300

Asia Square Tower Marina View 60,000

Chevron House Raffles Place 43,800

The Sail @ Marina Bay Marina Boulevard 29,000

The Arcade Collyer Quay 28,400 Raffles Xchange (Retail space at Raffles Place MRT station) Raffles Place 28,000

Clifford Centre Raffles Place 27,200

16 Collyer Quay Collyer Quay 22,000

Marina Bayfront Marina Link 21,500

Republic Plaza Raffles Place 19,200 The Fullerton Waterboat House (Part of The Fullerton Heritage) Fullerton Road 18,700


There are also growing retail clusters in nearby Fringe CBD areas along the East West Line such as: • Anson Road/ Tanjong Pagar – Retail developments include 100am, ancillary retail e.g., Icon

Village and Orchid Hotel as well as conservation shophouse clusters at Tanjong Pagar; and • City Hall and Marina Centre – Existing developments include Suntec City Mall, Raffles City

Shopping Centre, City Link Mall and Marina Square, which are connected by underground pedestrian walkways.

Demand and Occupancy As the catchment for retail and F&B are mainly office workers, trading hours in the CBD tend to be limited to weekdays only. However, larger shopping malls like One Raffles Place and China Square Central open throughout the week. To attract shoppers outside of office hours and on the weekends, these shopping malls have special promotions, e.g. free parking after office hours and during weekends, although some retailers still find it tough to compete with the more popular shopping destinations where there is more variety.

Nevertheless, some landlords in the CBD allow retailers to operate only during weekdays. This is conducive for some retailers as it offers them more flexibility in their operations and allows them to better manage their operating costs.

21 Figures have been rounded.


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The “Live-Work-Play” initiative by the URA for the CBD has injected resident population in the CBD. There are currently some 4,600 residential units in the Downtown Core Planning Area (Map 3.2) and another 2,400 units are expected in the next few years. The 970 hotel rooms in the CBD have also led to an increase in visitors to the area. These have increased the on-site catchment for the retail offerings in the CBD, especially for F&B, groceries and services. However, this benefit is not as evident for fashion retailers, whose target markets are mainly office workers.

Map 3.2: Downtown Core Planning Area


Occupancy in the Other City Areas is marginally lower than that of Orchard/ Scotts Road and Suburban areas. As at end 2014, occupancy for retail spaces in the Other City Areas stood at 93.2%, 0.3%-pointslower than that islandwide (Figure 3.2).

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Figure 3.2: Occupancy (Islandwide)



An estimated 4.1 million sq ft of retail NLA will be completed from Q2 2015 to 2018. About 10% (0.4 million sq ft) of the potential supply is in the CBD, while majority (75%, 3.1 million sq ft) is in the Suburban Areas (Figure 3.3). Competition in the CBD is expected to increase, with the completion of a number of retail developments in the next two years. These include Marina One (GFA: 198,160 sq ft) at Marina Bay, as well as Downtown Galleria (GFA: 252,950 sq ft) at Shenton Way.

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Orchard/Scotts Rd Other City Areas Suburban Areas Islandwide


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Figure 3.3: Potential Supply (Islandwide)22


Tanjong Pagar Centre (GFA: 198,920 sq ft) at Tanjong Pagar in the Fringe CBD, one MRT station away along the East West Line, will also complete in 2016 (Table 3.2). There will also be retail spaces at mixed-use developments at Crown at Robinson and SBF Centre. While retail units at these two developments are not for sale, a total of eight cafes and 121 shops from the first to third storeys with sizes ranging from 100 to 800 sq ft, are available for sale at Oxley Tower.

Table 3.2: Selected Pipeline Supply Retail Developments23

Development Area Location GFA (sq ft) Remarks

2016

Marina One CBD Marina Way/ Straits View 198,200 -

Downtown Gallery CBD Shenton Way 253,000 -

Tanjong Pagar Centre Fringe CBD Wallich Street 198,900 -

2017

Robinson Tower CBD Robinson Road 79,800 -

Oxley Tower CBD Robinson Road 49,800 Strata-titled for sale

22 Of the 280,200 sq ft of islandwide retail space completed in Q1 2015, 55% (154,300 sq ft) is in the Other City Areas, followed by 41% (115,900 sq ft) in the Suburban Areas. The remaining 4% (10,000 sq ft) is in Orchard/ Scotts Road.23 Figures have been rounded.

0

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Development Area Location GFA (sq ft) Remarks

Crown at Robinson CBD Robinson Road 9,200

Pending approval for sale of office units (retail units are not for sale)

SBF Centre CBD Robinson Road 2,500 Office units are for strata sale

2018 and beyond Office/ Retail Development CBD Cecil Street/

Telok Ayer Street 30,700 -

Hotel Development CBD Cross Street 139,900 -


3.4 Rental Values and Rents Due to the relatively weak retail market in Other City Areas, retail rentals in this area are lower than that in Orchard/ Scotts Road and Suburban Areas. With the steady growth of visitor numbers and retail sales, retail rentals in Singapore have been stable since 2010. As at Q1 2015, average monthly gross rental value for Other City Areas was $18.00 per sq ft (Figure 3.3).

Figure 3.3: Average Prime24 Monthly Gross Retail Rental Values


24 Only rents of prime specialty retail shops, for example those with good frontage or pedestrian footage, are used to compute average gross rents.

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17.00

19.00

21.00

23.00

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27.00

29.00

31.00

33.00

35.00

Q4 2005 Q4 2006 Q4 2007 Q4 2008 Q4 2009 Q4 2010 Q4 2011 Q4 2012 Q4 2013 Q4 2014 Q1 2015

$ per sq ft per month

Orchard/ Scotts Road Other City Areas Suburban Areas


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First storey retail space, as well as units that enjoy street frontage and high footfall e.g. basement leading to MRT stations, usually command higher rents compared to upper storey units that do not enjoy the same visibility.

According to the URA, median monthly gross retail rents in Raffles Place were $17.03 per sq ft as at Q1 2015. The highest rental achieved in that quarter was $41.45 per sq ft, and the lowest at $4.76 per sq ft (Figure 3.4). Table 3.3 lists some examples of transacted rents in 2014, which range from $12.50 per sq ft for an upper level retail shop at One Raffles Place to $30.50 per sq ft for a lower level retail shop in The Arcade.

Figure 3.4: Median Retail25 Gross Rents (Raffles Place)26


Table 3.3: Recent Transacted Rents (Raffles Place) Month of

Transaction Development Unit NLA

(sq ft) Monthly Rents

($ per sq ft) Sept 2014 One Raffles Place Level 4-6 592 12.50

July 2014 One Raffles Place #05-18 753 14.00

August 2014 The Arcade Level 1-3 377 30.50 Source: Streetsine, DTZ Consulting & Research, April 2015

25 The URA defines retail space as space used for shop, food & beverage (F&B), entertainment and health & fitness purposes.26 Data before Q1 2011 refers to shop space only, which is defined by the URA as space used or intended to be used for any trade where the primary purpose is the sale of goods by retail, for example, provision shop, take-away food shop, departmental store. Space used for the provision of services, such as tailoring, barber/beauty salon and photographic are also included.

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The current listings of retail spaces in Raffles Place are mainly for F&B. Asking monthly rents range from $14.00 per sq ft for upper storey space to $44.50 per sq ft for first storey space with street frontage (Table 3.4). Some landlords are also opened to performance-related rents, where a gross turnover rent is charged in place of/ in addition to the base rent.

Table 3.4: Selected Retail Asking Rents (Raffles Place) (Month of listing – April 2015)

Development Use –location of unit

NLA (sq ft)

Lease Term Conditions Monthly Rents

($ per sq ft)

One Raffles Place Retail – Level 3 & 5 150 3 years Bare 32.00

One Raffles Place F&B Kiosks – Basement 250 3 years Fully fitted;

no exhausts 42.00

One Raffles Place F&B - Level 4 1,350 - Grease trap and exhaust

14.00 (base rent plus 1% GTO)

Republic Plaza Retail 355 - No exhaust, light cooking only 25.00 to 28.00

The Arcade Retail – Level 2 320 - No waterpoint 23.40

The Arcade F&B – Ground floor (near entrance)

247 - No exhaust; light cooking only 44.50

One Fullerton F&B, Retail, Other retail – Level 2

8,202 2 years Grease trap & exhaust

16.00 to 17.00 (or 15% to18%

GTO whichever is higher)

The Fullerton Waterboat House

F&B – Level 3

2,066 + 832

rooftop 2 years Grease trap &

exhaust 17.00

Robinson Point Retail – Street level 807 - Water point 20.00

Source: ST Property, CommercialGuru, DTZ Consulting & Research, April 2015


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3.5 Capital Values and Prices The retail strata sales market was boosted by the increase in demand from retail investors, after the implementation of the Additional Buyer’s Stamp Duty (ABSD) in Q1 2013 for residential properties. Average freehold capital values increased by as much as 16% YOY in both Q1 and Q2 2013 for Orchard/ Scotts Road. That for Other City Areas also increased by 6.4% YOY in Q1 2013 (Figure 3.5).

Figure 3.5: Average Freehold Resale Prime Retail Capital Values


Since then, with the slowdown of economy and the implementation of the TDSR framework in June 2013, the strata sales market stabilised. Average capital value for freehold resale prime retail units in the Other City Area was $3,180 per sq ft in Q1 2015. This was almost 50% lower than that for Orchard/ Scotts Road, where there is limited strata-titled stock.

There are limited sales transactions for retail in Raffles Place. Two units at The Arcade were transacted in Q1 2015, with unit prices ranging from $7,863 per sq ft for a 248 sq ft unit to $12,000 per sq ft for a 65 sq ft unit (Table 3.5).

Table 3.5: Recent Transactions for Retail Units (Raffles Place)

Transacted Date Project Name Tenure Area

(sq ft) Transacted

Price ($) Unit Price

($ per sq ft)

Feb 2015 The Arcade 99 Yrs from 1 October 1979 65 780,000 12,000

Jan 2015 The Arcade 99 Yrs from 1 October 1979 248 1,950,000 7,863


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Orchard/ Scotts Road Other City Areas Suburban Areas


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3.6 Outlook The retail market in Singapore will continue to face challenges with increasing labour costs, revision of foreign hiring quota, as well as changing consumer habits and trends, e.g. the increasing use of e-retailing. The increasing affluence of Singapore residents and popularity of budget travelling has also led to leakage of shopper dollars. Malls in Singapore are no longer only competing among themselves, but also with those in the region.

While Orchard/ Scotts Road area will continue to be the main shopping destination in Singapore, attracting not only local shoppers but also visitors, the expected completion of commercial, residential and hotel developments will increase the primary catchment size in Raffles Place. DTZ estimates that office worker population in the CBD will increase from the existing 200,000 workers to some 235,000 workers in the next few years. The additional 2,200 residential units and almost 300 hotel keys in the area will also contribute to the increase in live-in population in the CBD.

However, retail offerings in the CBD will continue to focus on office workers with weekday trading. Competition of retail developments in the CBD will also intensify, with the completion of new retail spaces in the area. To attract shoppers and maintain competitiveness, retailers and shopping centre management in the CBD will have to continue to refresh their concepts and innovate. On the other hand, the sizable on-site catchment and relatively lower rental will continue to attract retailers, especially start-ups and niche retailers, to test their concepts, which in turn add dynamism and diversity to the retail scene in the CBD.

With the challenging overall retail market in Singapore, retail rents are not expected to grow significantly in the next three years. Nevertheless, Singapore will continue to be a popular shopping destination. With the government actively promoting Singapore not only as a tourist attraction but also as a regional Meetings, Incentives, Conventions and Exhibitions (MICE) destination, as well as the activities being held in 2015 to celebrate SG50, the retail market is expected to be relatively resilient.


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Section 4 Site and SWOT Analysis

4.1 Location and Accessibility One Raffles Place comprises two Grade-A office towers – 62-storey Tower One and 38-storey Tower Two, as well as a five-storey retail podium with a basement level. The subject property is strategically located in the heart of Raffles Place, the traditional prime business and financial district of Singapore. (Map 4.1)

Map 4.1 Location of One Raffles Place in Singapore


One Raffles Place enjoys excellent connectivity. It is located directly above and seamlessly connected to Raffles Place MRT station, a major interchange for the East West and North South MRT Lines. Pedestrians enjoy convenient access to various buildings and amenities within the CBD via underground pedestrian linkages and multiple MRT station exits.

One Raffles Place is conveniently connected to major expressways, including AYE, CTE, ECP and MCE. These expressways connect the rest of Singapore to the CBD. In particular, ECP provides a direct routebetween the CBD and Changi Airport.

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4.2 Property Description Tower One was completed in 1988. Following the success of Tower One, Tower Two was completed in 2012. Designed by Pritzer Prize laureate Kenzo Tange (Tower One) and Noritake Tange (Tower 2), this iconic landmark building is one of the tallest buildings (Tower One at 280m) in Raffles Place with over 700,000 sq ft of office NLA, providing column free floor plates between 8,800 and 10,500 sq ft.

The retail podium at One Raffles Place (about 98,500 sq ft) reopened in 2014 after alterations and additions work. It is currently the largest purpose-built shopping mall in Raffles Place, accounting for about 10% of retail stock in the CBD. Offering a wide range of retail, F&B and services, it provides exciting shopping and dining options, particularly to the substantial working population in the vicinity.

It also features 1-Altitude, which comprises three concepts: 1 Altitude Gallery & Bar on level 63, Stellar on level 62 and Altimate on level 61. On top of offering a variety of culinary options and premier clubbing experience, diners and club goers are able to enjoy 360 degree panoramic view of Singapore and beyond.

With its strategic location and quality building specifications, One Raffles Place has attracted many established tenants across different industries. These include Canadian Imperial Bank of Commerce, Michael Page International, Pramerica Real Estate Investors (Asia) Pte Ltd, Mitsui Chemicals Asia Pacific Ltd and TNT Express Worldwide N.V.

As for One Raffles Place shopping mall, established retailers including H&M, UNIQLO and Victoria’s Secret as well as a diverse range of F&B, e.g. The Daily Cut, Kotobuki Japanese Restaurant, Food Leisure opened their stores in One Raffles Place.


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4.3 Property Particulars Table 4.1: Property Particulars (One Raffles Place)Name of Building One Raffles Place

Tower One One Raffles Place Tower Two

Retail Podium

Site Address 1 Raffles Place, Singapore 048616 Year of Completion 1988 2011 Refurbished in

2014 Land Tenure Tower One and retail podium:

Leasehold title of 841 years, three months and 20 days commencing 1 November 1985

Retail podium: 99-year leasehold title commencing 1 November 1985

Tower Two: 99-year leasehold title commencing 26 May 1983

Tower Two (former Service Road): 99-year leasehold title commencing 26 May 1983

Zoning Commercial with base plot ratio of 12.6+ Number of storeys 62 storeys with rooftop

viewing gallery (1-Altitude Gallery & Bar)

38 storeys 5 storeys and 1 basement level

Gross Floor Area 119,725.8 sq m (1,288,717 sq ft) Office NLA Approximately 761,500 sq ft - Retail NLA - - Approximately

98,500 sq ft Typical Office Floor Plate (sq ft)

8,800 10,500 -

Floor loading 3.5kN per sq m and 7.5kN per sq m for compactus loading along 1m width of core wall area

-

Electricity supply Dual feed for 22kV incoming power supply Electricity loading 60 Amp three phase

neutral isolator normal source

40 Amp three phase neutral isolator normal source, 20 Amp three phase neutral isolator emergency source

-

Number of Lifts 18 lifts 12 lifts 2 lifts Number of Car Parking Lots

326 lots

Source: OUE Limited, DTZ Consulting & Research, April 2015


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4.4 Property Performance DTZ estimates that the overall office occupancy of the office towers of One Raffles Place at 85.0% to 90.0%, as at end Q1 2015, while that for the retail podium is estimated at 90.0% to 95.0%.

Meanwhile, the estimated monthly gross rents for the offices at One Raffles Place ranges from $9.50 to $10.00 per sq ft, as at end Q1 2015, while that for the retail podium is estimated at $14.00 to $15.00 per sq ft (Table 4.2).

Table 4.2: Estimated Occupancy and Rents (One Raffles Place) As at Q1 2015 One Raffles Place

(Towers One and Two) Retail Podium

Estimated Occupancy 85.0% to 90.0% 90.0% to 95.0%

Estimated Monthly Gross Rents ($ per sq ft)

9.50 to 10.00 14.00 to 15.00


One Raffles Place is a unique mixed-use development in the CBD, with a critical mass of Grade-A office space and one of the largest shopping malls in the area. With its excellent location at the heart of the Raffles Place and seamless connection to Raffles Place MRT interchange station, One Raffles Place is well-positioned vis-à-vis other premium and Grade-A offices in the vicinity (Table 4.3). In addition, One Raffles Place Tower Two is one of the most recent additions to Raffles Place, which has seen limited new supply over the past five years.

Average monthly Grade-A office rental values in Raffles Place have increased by more than 10% in the last three years. With some leases expiring this year, the subject property may experience some positive rental reversion in 2015.


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4.5 SWOT Analysis: Office Strengths Opportunities • Strategically located in the heart of Raffles

Place, the traditional CBD. Raffles Place, together with Marina Bay, is Singapore’s financial and business hub. Raffles Place is expected to remain a focal point of the CBD, amid the rapid growth of the Marina Bay precinct and will benefit from the seamless expansion; subject property’s strategic location will remain a strong pull-factor to prospective tenants

• World class design - Designed by Pritzker Prize laureate Kenzo Tange (Tower One) and the internationally acclaimed architect Paul Noritaka Tange (Tower Two)

• Iconic and landmark building – One Raffles Place Tower One is one of the tallest buildings in the CBD (280m, 63-storeys). Enjoys 360 degree panoramic view of the entire city and beyond to the Straits of Singapore. o 1-Altitude, a multi-concept lifestyle F&B

and entertainment destination (16,000 sq ft) is located on levels 61 to 63 of One Raffles Place Tower One. It is one of the world’s highest al freasco bar. It is a popular venue for corporate/ business events.

• Excellent accessibilityo Served by Ayer Rajah Expressway (AYE),

Central Expressway (CTE), East Coast Expressway (ECP) and Marina Coastal Expressway (MCE)

o Located directly above and seamlessly linked to the Raffles Place MRT station, a major MRT interchange for the East West and North South Lines

o Connected to a comprehensive underground network of air-conditioned pedestrian walkways linking to other developments in Raffles Place e.g., OUE Bayfront, Ocean Financial Centre and Republic Plaza as well as Marina Bay e.g., One Raffles Quay and Marina Bay Financial Centre and Marina Bay Link Mall

• Limited completions in the vicinity – Office buildings in the surroundings are relatively old and apart from GSH Plaza (expected to complete in 2016), there are no other known office completions in the Raffles Place micro-market from 2015 to 2020

• Apart from the regular mainstay i.e., finance & insurance and business services, there are new industries driving the office markete.g., Telecommunications, Media and Technology (TMT), particularly companies in Social, Mobile, Analytics and Cloud (SMAC) activities. This is in line with the growth clusters earmarked by the government

• The subject property’s office floorplates are mid-sized (8,800 sq ft to 10,500 sq ft), compared with new and upcoming offices in the CBD (20,000 sq ft and above), making One Raffles Place unique

• Opportunity to command rental premium over other offices in the CBD due to its green features, which draws MNCs with strong environmental awareness and social corporate responsibility


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• Direct access to One Raffles Place retail podium

• Proximity to complementary amenities and developments including retail, entertainment, hospitality and residential developments as well as Raffles Place Park

• Building specifications suitable for a diverse range of tenants including MNCs and professional firms. This includes: o Spacious and distinctive lobbies that

convey a strong sense of arrival and prestige

o Column-free floorplates o Dual power feed o Regular floorplates, raised floors and high

security features (bomb-blast protected)• One Raffles Place Tower Two is certified

BCA Greenmark Platinum for its eco-friendly green features such as double glazed low emission glass, photovoltaic cells and rainwater harvesting

• Diverse tenant base with established blue-chip tenants across many industries:o Finance & insurance – Canadian Imperial

Bank of Commerce, Lazard Asia Ltd and Pramerica Real Estate Investors (Asia) Pte Ltd

o Others – Michael Page International, Mitsui Chemicals Asia Pacific Ltd, Mubadala Petroleum (SE Asia) Limited, Protiviti Pte Ltd, TNT Express Worldwide N.V. and Virgin Active

Weaknesses Threats • Relatively older building - One Raffles Place

Tower One was completed in 1988• Competition from future CBD office

developments, especially in 2016 o Following the limited new supply in the CBD

in 2015 (0.1 million sq ft), there is significant supply expected in 2016 (2.3 million sq ft), from Marina One in Marina Bay and V on Shenton in Shenton Way/ Robinson Road/ Cecil Street

• Competition from offices in decentralised areas, particularly those with Grade-A specifications



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4.6 SWOT Analysis: Retail Strengths Opportunities • The largest shopping centre (about 98,500

sq ft) in the heart of the Raffles Place • Excellent accessibility – Seamlessly

connected to Raffles Place MRT interchange station and other developments in the CBD

• Part of the retail cluster with other retail spaces in Raffles Place e.g. Chevron House, Change Alley, The Arcade, OUE Link and Raffles Xchange. Marina Bay Link Mall, is also directly linked to One Raffles Place via air-conditioned underground pedestrian walkways

• Enjoys a substantial captive catchment. Based on latest DTZ estimates, there is about: o 200,000 office workers working in the CBD o 4,600 residential units in the Downtown

Core Planning Area o 970 hotel27 keys in the Raffles Place micro-

market • Newly refurbished shopping centre

provides contemporary shopping experience compared to the surrounding retail offerings which are relatively dated

• The mall is well-positioned to cater to the office catchment and features a wide spectrum of retail, F&B and services. In particular, there are: o International fashion and accessories

brands e.g. H&M, UNIQLO, Melissa and Victoria’s Secret

o Unique F&B concepts, especially at the basement level, which are popular with office workers during weekday lunch

• Expected increased catchment, alongside the URA’s Live-Work-Play vision for the city centre (especially Marina Bay): o Live-in population in Downtown Core

Planning Area expected to increase, on the back of an expected completion of 2,400 residential units in the next six years

o About 840 hotel keys expected in Raffles Place in the next three years

o Potential spillover benefits from Singapore River One, a private sector-led initiative responsible for the place management of the entire Singapore River precinct, including Boat Quay, which is near the subject property

• Increase range of retail offerings to better cater to the live-in population and visitors e.g. business travellers, given the expected increase in these source marketso As the live-in and visitor catchments reach

critical mass, there is a potential to cater to weekday nights/ weekend events

o Continue to develop unique F&B concepts to attract both weekday and weekend crowds

27 Includes serviced apartments.


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Weaknesses Threats • Raffles Place is not a destinated shopping

location, compared with Orchard Road – mainly perceived for convenience shopping and impulse buying

• The retail offerings cater mainly to office workers in the vicinity

• Short trading hours - while the shopping mall operates from 10am to 9pm daily, there is limited footfall aside from weekday lunch hours

• Competition from other retail developments in the CBD e.g., OUE Downtown. There are also sizeable retail clusters in nearby areas along the East West Line such as: o Tanjong Pagar – Existing developments

include 100am, ancillary retail e.g., Icon Village and Orchid Hotel as well as conservation shophouse cluster at Tanjong Pagar. Future developments include Tanjong Pagar Centre (expected TOP in 2016)

o City Hall and Marina Centre – Existing developments include Suntec City Mall, Raffles City Shopping Centre, City Link Mall and Marina Square, which are connected by underground pedestrian walkways

• Competition from suburban retail malls which are conveniently located near residents. Many of the newer suburban malls also have similar brands and offerings as those in the city centre, providing alternatives to shoppers



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Section 5 ConclusionDespite the challenging global economic outlook, Singapore’s economy is still expected to grow, at around 2.0% to 4.0% in 2015. According to Oxford Economics, Singapore’s economy is expected to remain healthy, with real GDP growth from 2016 to 2018 projected at around 3.4% to 3.6% per annum.

Singapore’s CBD has evolved significantly into one of the leading global financial and business hubs. Coupled with the government pro-active efforts to maintain Singapore’s competitive edge e.g., by creating a comprehensive live-work-play environment in the CBD and developing the New Downtown at Marina Bay, the CBD possesses a dynamic office and increasingly vibrant retail market.

Raffles Place is the most established and accessible business location in the CBD, with a high concentration of corporates. In particular, premium and Grade-A offices in Raffles Place are typically the preferred choice for most financial institutions and MNCs.

Office supply in Raffles Place has been relatively tight over the past decade. Offices in the area, including those that were recently completed, have achieved healthy commitments. With its increasingly diversified tenant profile, rents in Raffles Place have held up well and are less volatile, especially for the better specified premium and Grade-A offices.

The retail market in the CBD has grown and evolved significantly. It is supported by the increase in working, live-in and transient (business visitors) population. While the CBD’s retail offerings are mainly driven by office workers, the area’s growing on-site catchment and relatively lower rents will continue to attract retailers.

The subject property, One Raffles Place, is a unique mixed-use development in the CBD, with a critical mass of Grade-A office space and one of the largest shopping malls in the area. With its excellent location at the heart of the Raffles Place and seamless connection to Raffles Place MRT interchange station, One Raffles Place is both a premier business and shopping destination in the CBD.

Going forward, rentals for Grade-A office buildings in Raffles Place, especially those which are well-located e.g., direct access to MRT station, are expected to be relatively resilient, given that there are no known premium and Grade-A offices in the pipeline in the area from 2015 to 2018. In addition, existing Grade-A offices in Raffles Place are uniquely positioned, offering mainly mid-sized floor plates (typically at around 10,000 sq ft), compared with recent and future office developments that offer floor plates of 20,000 sq ft and above.

Despite the challenging economic environment and some companies adopting more flexible working arrangements, many continue to favour the CBD as a choice location. Offices with mid-sized floor plates in Raffles Place offer a strong value proposition to these corporates. Coupled with the growing diversity of occupiers in the CBD, the demand for mid-sized floor plates in Raffles Place is expected to remain relatively firm.

With the challenging overall retail market in Singapore, retail rents are not expected to grow significantly in the next three years. Nevertheless, Singapore will continue to be a popular shopping destination and the retail market is expected to be relatively resilient.


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Limiting ConditionsWhere it is stated in the report that information has been supplied to us in the preparation of this report by the sources listed, this information is believed to be reliable and we will accept no responsibility if this should be otherwise. All other information stated without being attributed directly to another party is obtained from our searches of records, examination of documents or enquiries with relevant government authorities.

The forward statements in this report are based on our expectations and forecasts for the future. These statements should be regarded as our assessment of the future, based on certain assumptions on variables which are subject to changing conditions. Changes in any of these variables may significantly affect our forecasts.

Utmost care and due diligence has been taken in the preparation of this report. We believe that the contents are accurate and our professional opinion and advice are based on prevailing market conditions as at the date of the report. As market conditions do change, we reserve the right to update our opinion and forecasts based on the latest market conditions.

DTZ gives no assurance that the forecasts and forward statements in this report will be achieved and undue reliance should not be placed on them.


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APPENDIX H

EXISTING INTERESTED PERSON TRANSACTIONS

The table below sets out details of all Existing Interested Person Transactions entered into

between (1) OUE C-REIT and (2) the Sponsor and its subsidiaries and associates, during the

course of the current financial year up to the Latest Practicable Date, which are the subject of

aggregation pursuant to Rule 906 of the Listing Manual.

No. Interested Person Nature of Transaction

Value of

Transaction

S$’000

1 Sponsor and its subsidiaries Leasing and related activities at OUE

Bayfront which includes rent-

adjustment in relation to the rent-

review provision in the lease

agreements, the surrender of lease

agreement, payment of car park fees

for season parking and consumption

of air-conditioning, chilled water and

utilities at the leased premises.

4,619

Total 4,619

The Existing Interested Person Transactions set out above has been subject to the internal control

procedures established by the Manager to ensure such transactions are undertaken on normal

commercial terms and are not prejudicial to the interest of OUE C-REIT and its minority

Unitholders. These procedures include the review and approval of such transactions by the Audit

and Risk Committee, as appropriate.

Details of the Existing Interested Person Transactions

The rent payable under the lease agreements entered into (i) between OUE C-REIT and the

Sponsor and (ii) between OUE C-REIT and the Manager were adjusted pursuant to the

rent-review provisions in the aforementioned lease agreements.

The Sponsor had entered into an agreement with OUE C-REIT for the surrender of the lease

relating to units #08-06 and #08-07 at OUE Bayfront and these units have since been leased to

third parties.

The Sponsor and its subsidiaries had made payment to OUE C-REIT for the car park fees for the

season parking and consumption of air-conditioning, chilled water and utilities at OUE Bayfront.

H-1

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of OUE

Commercial Real Estate Investment Trust (“OUE C-REIT”) will be held at Marina Mandarin

Singapore, Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore 039594 on

Monday, 27 July 2015 at 2.00 p.m. for the purpose of considering and, if thought fit, passing (with

or without modification) the following resolutions:

1. THE PROPOSED ACQUISITION OF AN INDIRECT INTEREST IN ONE RAFFLES PLACE

AND THE PROPOSED CPPU ISSUE (ORDINARY RESOLUTION)

That subject to and contingent upon the passing of Resolution 2:

(i) approval be and is hereby given for the proposed acquisition of an indirect interest in

One Raffles Place from OUE Limited (the “Sponsor”) through the acquisition of the

entire issued share capital of Beacon Property Holdings Pte. Ltd., which holds a

percentage of the issued share capital in OUB Centre Limited (the “Acquisition”), on

the terms and conditions set out in the sale and purchase agreement dated 10 June

2015 entered into between DBS Trustee Limited (in its capacity as trustee of OUE

C-REIT) (the “Trustee”) and the Sponsor (the “SPA”) as described in the circular to

unitholders of OUE C-REIT (“Unitholders”) dated 1 July 2015 (the “Circular”) and the

entry into the SPA be and is hereby approved and ratified;

(ii) approval be and is hereby given for the proposed issuance of new units in OUE C-REIT

(“Units”) for payment of the acquisition fee to OUE Commercial REIT Management Pte.

Ltd., as manager of OUE C-REIT (the “Manager”) for the proposed Acquisition;

(iii) approval be and is hereby given for the proposed issuance of up to S$550.0 million

convertible perpetual preferred units (“CPPUs”) to the Sponsor (or its nominees) (the

“CPPU Issue”) for part payment of the purchase consideration for the proposed

Acquisition;

(iv) approval be and is hereby given for the payment of all fees and expenses relating to the

proposed Acquisition and the proposed CPPU Issue;

(v) approval be and is hereby given for the entry by OUE C-REIT (whether directly or

indirectly through its subsidiaries) into all agreements and transactions in connection

with the proposed Acquisition and the proposed CPPU Issue and all ancillary

agreements contemplated thereby or incidental thereto, or which are necessary to give

effect to the proposed Acquisition and the proposed CPPU Issue; and

(vi) the Manager, any director of the Manager and the Trustee be and are hereby severally

authorised to do all such acts and things as they may consider necessary, desirable or

expedient for the purpose of giving effect to the proposed Acquisition and the proposed

CPPU Issue and/or the transactions contemplated under this resolution, including

without limitation to the foregoing, to negotiate, sign, execute and deliver all documents,

approve any amendments, alterations or modifications to any document (if required).

I-1

2. THE PROPOSED TRUST DEED SUPPLEMENT FOR THE ISSUE OF PREFERRED UNITS

(EXTRAORDINARY RESOLUTION)

That:

(i) approval be and is hereby given to supplement the trust deed constituting OUE C-REIT

dated 10 October 2013 (as amended and restated by a first amending and restating

deed dated 9 January 2014 and supplemented by a first supplemental deed dated 26

January 2015) (the “Trust Deed”) with the proposed Trust Deed Supplement (as

defined in the Circular) set out in Appendix A of the Circular; and

(ii) the Manager, any director of the Manager and the Trustee, be and are hereby severally

authorised to do all such acts and things as they may consider necessary, desirable or

expedient for the purpose of giving effect to the proposed Trust Deed Supplement

and/or the transactions contemplated under this resolution, including without limitation

to the foregoing, to negotiate, sign, execute and deliver all documents, approve any

amendments, alterations or modifications to any document (if required).

By Order of the Board



(Company Registration No. 201327018E)

Ng Ngai

Company Secretary

1 July 2015

Important Notice:

(1) A holder of the Units in OUE C-REIT (“Unitholder”) entitled to attend and vote at the Extraordinary General Meeting

is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a Unitholder.

(2) Where a Unitholder appoints more than one proxy, he/she must specify the proportion of his/her holding (expressed

as a percentage of the whole) to be represented by each proxy. Where a Unitholder appoints two proxies and does

not specify the proportion of his/her unitholding to be represented by each proxy, then the Units held by the

Unitholder are deemed to be equally divided between the proxies.

(3) The instrument appointing a proxy or proxies (as the case may be) must be lodged at the Unit Registrar’s office at

Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, #32-01 Singapore Land Tower, Singapore

048623, not less than 48 hours before the time appointed for the Extraordinary General Meeting.

Personal data privacy:

By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the EGM and/or

any adjournment thereof, a Unitholder (i) consents to the collection, use and disclosure of the Unitholder’s personal data

by the Manager and the Trustee (or their agents) for the purpose of the processing and administration by the Manager and

the Trustee (or their agents) of proxies and representatives appointed for the EGM (including any adjournment thereof) and

the preparation and compilation of the attendance lists, minutes and other documents relating to the EGM (including any

adjournment thereof), and in order for the Manager and the Trustee (or their agents) to comply with any applicable laws,

listing rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Unitholder discloses

the personal data of the Unitholder’s proxy(ies) and/or representative(s) to the Manager and the Trustee (or their agents),

the Unitholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and

disclosure by the Manager and the Trustee (or their agents) of the personal data of such proxy(ies) and/or

representative(s) for the Purposes, and (iii) agrees that the Unitholder will indemnify the Manager and the Trustee in

respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Unitholder’s breach of

warranty.

I-2

OUE COMMERCIAL REAL ESTATEINVESTMENT TRUST(a real estate investment trust constituted on 10 October 2013

under the laws of the Republic of Singapore)

PROXY FORM

EXTRAORDINARY GENERAL MEETING

IMPORTANT

1. For investors who have used their CPF monies to buy units in OUECommercial Real Estate Investment Trust (“Units”), this Circular toUnitholders dated 1 July 2015 is forwarded to them at the request of their CPFApproved Nominees and is sent solely FOR THEIR INFORMATION ONLY.

2. This Proxy Form is not valid for use by such CPF investors and shall beineffective for all intents and purposes if used or purported to be used bythem.

3. CPF Investors who wish to attend the Extraordinary General Meeting as anobserver must submit their requests through their CPF Approved Nomineeswithin the time frame specified. If they also wish to vote, they must submittheir voting instructions to the CPF Approved Nominees within the time framespecified to enable them to vote on their behalf.

Personal Data Privacy

By submitting an instrument appointing a proxy(ies) and/or representative(s), theUnitholder accepts and agrees to the personal data privacy terms set out in theNotice of Extraordinary General Meeting dated 1 July 2015.

l/We (Name(s) with NRIC No./Passport No./

Company Registration No.) of (Address)being a unitholder/unitholders of OUE Commercial Real Estate Investment Trust (“OUE C-REIT”), herebyappoint:

Name AddressNRIC/Passport

Number

Proportion of

Unitholding

Number

of Units%

and/or (delete as appropriate)

Name AddressNRIC/Passport

Number

Proportion of

Unitholding

Number

of Units%

or, both of whom failing, Mr. Ng Lak Chuan or failing him, Mr. Loh Lian Huat or failing him, Mr. Carl GabrielFlorian Stubbe as my/our proxy/proxies to attend and to vote for me/us on my/our behalf and if necessary,to demand a poll, at the Extraordinary General Meeting (“EGM”) to be held on Monday, 27 July 2015 at 2.00p.m. at Marina Mandarin Singapore, Marina Mandarin Ballroom, Level 1, 6 Raffles Boulevard, Singapore039594 and any adjournment thereof.

I/We direct my/our proxy/proxies to vote for or against the resolution to be proposed at the EGM as indicatedhereunder. If no specific direction as to voting is given, the proxy/proxies will vote or abstain from voting athis/their discretion, as he/they will on any other matter arising at the EGM.

To be used on ashow of hands

To be used in theevent of a poll

No. Resolution For* Against*Number ofVotes For**

Number ofVotes Against**

1 To approve the proposed acquisition of anindirect interest in One Raffles Place andthe proposed CPPU issue (OrdinaryResolution) (Conditional upon Resolution 2)

2 To approve the proposed Trust DeedSupplement for the issue of preferred units(Extraordinary Resolution)

* If you wish to exercise all your votes “For” or “Against”, please tick (u) within the box provided.

** If you wish to exercise all your votes “For” or “Against”, please tick (u) within the box provided. Alternatively, please indicate thenumber of votes as appropriate.

Dated this day of 2015.

Total No. of units held

Signature(s) of Unitholder(s) or Common Seal ofCorporate Unitholder

Important: Please read notes on the reverse side

-----------------------------------------------------------------------------------------------------------------------------------------------

"

OUE Commercial REIT Management Pte. Ltd.(as manager of OUE Commercial Real Estate Investment Trust)

c/o

Unit RegistrarBoardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place#32-01 Singapore Land Tower

Singapore 048623

Postage will

be paid by

addressee.

For posting in

Singapore only.

Notes to Proxy Form1. A Unitholder entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than

two proxies to attend and vote in his/her stead.

2. Where a Unitholder appoints more than one proxy, he/she must specify the proportion of his/her holding (expressed as a percentage of the whole) to be represented by each proxy. Where a Unitholder appoints two proxies and does not specify the proportion of his/her unitholding to be represented by each proxy, then the Units held by the Unitholder are deemed to be equally divided between the proxies.

3. A proxy need not be a Unitholder.

4. A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the Depository Register maintained by The Central Depository (Pte) Limited (“CDP”), he should insert that number of Units.

5. If the Unitholder is shown to not have any Units entered against his name as at 48 hours before the time fixed for the Extraordinary General Meeting, the instrument appointing a proxy or proxies (the “Proxy Form”) will be rejected.

6. The Proxy Form must be deposited at the Unit Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd, 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, not less than 48 hours before the time fixed for the Extraordinary General Meeting.

7. The Proxy Form must be signed by the appointor or of his attorney duly authorised in writing. Where the Proxy Form is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly authorised officer.

8. Where a Proxy Form is signed on behalf of the appointor by an attorney or a duly authorised officer, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must (failing previous registration with the Manager) be lodged with the Proxy Form; failing which the instrument may be treated as invalid.

9. The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered in the Depository Register, the Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his name in the Depository Register as at 48 hours before the time appointed for holding the Extraordinary General Meeting, as certified by CDP to the Manager.

10. All Unitholders will be bound by the outcome of the Extraordinary General Meeting regardless of whether they have attended or voted at the Extraordinary General Meeting.

11. At any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by (i) the Chairman, (ii) by five or more Unitholders present in person or by proxy and having the right to vote at the meeting, or (iii) by Unitholders present in person or by proxy representing not less than 10.0% of the total voting rights of all the Unitholders having the right to vote at the meeting. Unless a poll is so demanded a declaration by the Chairman that such a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

12. On a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its officers as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote for every Unit of which he is the Unitholder. A person entitled to more than one vote need not use all his votes or cast them the same way.

BUSINESS REPLY SERVICE PERMIT NO. 09222

2nd fold here

3rd fold here

1st fold (This flap for sealing) – “Glue all sides firmly.” Stapling & spot sealing is disallowed.





72 Years

258 Years

3.6x


DT

16C

E 1

BAYF

RON

T

NS

26

EW

14

RA

FFLE

S P

LAC

E

Singapore River

(U/C)

Bayf

ront

Ave

OUE Tower

OUE Bayfront

Mar

ina

Bay

Sand

s

Battery Rd Fullerton

Fulle

rton

Rd

Shen

ton

Way

Cecil St

Cross St

Central Boulevard

Marina Boulevard

Mar

ina

Way

Robi

nson

Rd

Mar

ket

St

Chulia StSquare

Col

lyer

Qua

y

Ra�

es Q

uay

Church StOUE Link

To C

hang

i Airp

ort

Marina Bay

ONE RAFFLES PLACE


















85%

90%

97.2%

+12ppt

+7ppt


of the Property



Estimated range {



9.50

10.00

11.50

+21%

+15%


in 1Q 2015

Estimated range {

S$ psf per month



Property

2,830


2,498


2,382

OUBC Interest(1)

(in progress)

2,374

Hitachi Tower(3)

(Jan 2013)

2,316

Prudential Tower(2)

(May 2014)





Circ

ular d

ated

1 July 2

015

www.ouect.com

Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Circular. If you are in any doubt about its contents or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Approval in-principle has been obtained from the SGX-ST for the listing and quotation of the Rights Units (as defined herein) in OUE Commercial Real Estate Investment Trust (“OUE C-REIT”), the Rights Issue (as defined herein) and the new Units to be issued upon conversion of the CPPUs (the “Conversion Units”) on the Main Board of the SGX-ST. The SGX-ST’s in-principle approval is not an indication of the merits of OUE C-REIT, the proposed Acquisition (as defined herein), the Rights Issue, the Rights Units, the CPPUs and the Conversion Units.

If you have sold or transferred all your units in OUE C-REIT (“Units”), please forward this Circular together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form immediately to the purchaser or transferee to the stockbroker, bank or other agent through whom the sale was effected for onward transmission to the purchaser or transferee.

This Circular may not be sent to any person or any jurisdiction in which it would not be permissible to deliver the Rights Units and the “nil-paid” provisional allotment of Rights Units to Eligible Unitholders (as defined herein) under the Rights Issue (the “Rights Entitlements”) or make an offer of the Rights Units and the Rights Entitlements and the Rights Units and Rights Entitlements may not be offered, sold, resold, transferred or delivered, directly or indirectly, to any such person or in any such jurisdiction. The Rights Units and Rights Entitlements have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any securities laws of any state or other jurisdiction of the United States (“U.S.”) and may not be offered, sold, resold, allotted, taken up, exercised, renounced, pledged, transferred or delivered, directly or indirectly, within the U.S. except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.

Standard Chartered Securities (Singapore) Pte. Limited, CIMB Bank Berhad, Singapore Branch and Oversea-Chinese Banking Corporation Limited were the joint global coordinators and issue managers for the initial public offering of OUE C-REIT.

MANAGED BY

OUE Commercial REIT Management Pte. Ltd.Joint Lead Managers and

Underwriters for the Rights Issue

Joint Financial Advisers for the CPPU Issue and

the Rights Issue

Independent Financial Adviser to the Independent Directors of OUE Commercial REIT Management Pte. Ltd. and to

DBS Trustee Limited (as trustee of OUE C-REIT) for the Acquisition and the CPPU Issue

IMPORTANT DATES AND TIMES FOR UNITHOLDERS

EVENT DATE AND TIME

Last date and time for lodgement of Proxy Forms

Saturday, 25 July 2015 at 2.00 p.m.

Date and time of Extraordinary General Meeting

Monday, 27 July 2015 at 2.00 p.m.

Place of Extraordinary General Meeting

Marina Mandarin SingaporeMarina Mandarin Ballroom, Level 16 Raffles Boulevard, Marina SquareSingapore 039594

CIRCULAR TO UNITHOLDERS IN RELATION TO:

(1) THE PROPOSED ACQUISITION OF AN INDIRECT

INTEREST IN ONE RAFFLES PLACE AND THE PROPOSED

CPPU ISSUE; AND

(2) THE PROPOSED TRUST DEED SUPPLEMENT FOR THE

ISSUE OF PREFERRED UNITS.

CIRCULAR DATED 1 JULY 2015THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

(a real estate investment trust constituted on 10 October 2013 under the laws of the Republic of Singapore)

DELOITTE & TOUCHE CORPORATE FINANCE PTE LTD(Incorporated in the Republic of Singapore)(Company Registration No.: 200200144N)

The overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of defined terms may be found in the Glossary on pages 55 to 61 of this Circular.

THE PROPOSED ACQUISITION

OUE C-REIT proposes to acquire an indirect interest in One Raffles Place (“the Property”) through the acquisition of between 75.0% and 83.33% interest in OUB Centre Limited (“OUBC”) from OUE Limited (the “Sponsor”), via the acquisition of its wholly-owned subsidiary Beacon Property Holdings Pte. Ltd. (“BPHPL”) (the “Acquisition”).

OUBC is the registered owner of the Property and owns 81.54% of the beneficial interest in the Property (the “OUBC Interest”).

The agreed value of the OUBC Interest is S$1,715 million.

OVERVIEW OF THE TRANSACTION

OVERVIEW OF ONE RAFFLES PLACE

Description One Raffles Place is an integrated commercial development comprising two Grade-A office towers and a retail podium

Gross Floor Area (“GFA”) Approximately 119,725.8 sq m (1,288,717 sq ft)

Net Lettable Area (“NLA”) One Raffles Place Tower 1: Approximately 38,090.3 sq m (410,000 sq ft)

One Raffles Place Tower 2: Approximately 32,516.1 sq m (350,000 sq ft)

One Raffles Place Shopping Mall: Approximately 9,290.3 sq m (100,000 sq ft)


Car Park Lots 326 car park lots located in Basements 2 to 4

Title One Raffles Place Tower 1: 841-year leasehold title commencing 1 November 1985

One Raffles Place Tower 2: 99-year leasehold title commencing 26 May 1983

One Raffles Place Shopping Mall - the retail podium straddles two land plots:

– approximately 75% of the retail podium NLA is on a 99-year leasehold title commencing 1 November 1985

– the balance 25% is on the 841-year leasehold title commencing 1 November 1985

ABOUT ONE RAFFLES PLACE

One Raffles Place, comprising One Raffles Place Tower 1, One Raffles Place Tower 2 and One Raffles Place Shopping Mall, is a prominent, iconic integrated commercial development with Grade-A building specifications strategically located in the heart of Singapore’s main financial district Raffles Place.

One of the tallest buildings in the Singapore central business district (“CBD”), One Raffles Place Tower 1 comprises a 62-storey Grade-A office building, with a rooftop restaurant and observation deck offering panoramic views of the city skyline.

One Raffles Place Tower 2 is a 38-storey Grade-A office building completed in 2012, awarded the Platinum Green Mark Award by the Building and Construction Authority for its energy efficiency and environmentally sustainable design.

Offering a diverse range of shopping, dining and leisure options which cater to the needs of the working population in the CBD, One Raffles Place Shopping Mall is a six-storey retail podium that has undergone extensive refurbishment works which were completed in May 2014. It is currently the largest purpose-built shopping mall in Raffles Place.

Situated above and with a direct underground link to the Raffles Place Mass Rapid Transit (“MRT”) interchange station through the basement of its retail podium, One Raffles Place enjoys excellent connectivity along the North-South and East-West MRT lines, as well as easy accessibility to other developments within Raffles Place as well as Marina Bay.

ACQUISITION STRUCTURE

(After the Proposed Acquisition)

Other ThirdParties

100%

75.0% to 83.33%

81.54%

16.67% to 25.0%

OUBC

One Raffles Place

BPHPL

VALUATION OF THE OUBC INTEREST

As at 5 June 2015 S$ million

Savills 1,734.0


OUE Commercial REIT Management Pte. Ltd. - …€¦ · Circular dated 1 July 2015 Singapore...

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Transcript of OUE Commercial REIT Management Pte. Ltd. - …€¦ · Circular dated 1 July 2015 Singapore...