WELCOME TO THE - Amazon S3€¦ · WELCOME TO THE EXTRAORDINARY GENERAL MEETING 21 NOVEMBER 2017...
Transcript of WELCOME TO THE - Amazon S3€¦ · WELCOME TO THE EXTRAORDINARY GENERAL MEETING 21 NOVEMBER 2017...
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WELCOME
TO THEEXTRAORDINARY GENERAL MEETING
21 NOVEMBER 2017
Local Property
Development
Overseas Property
DevelopmentPurpose Built Student
AccommodationConstruction Dormitory
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CONTENTS
THE RESOLUTIONS
WHY THIS EGM IS CALLED?
RESTRUCTURING EXERCISE
FUNDRAISING
INDEPENDENT OPINIONS
CONTENTS
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A. To approve the ratification of the Initial IPT Subscription.
B. To approve collectively the Proposed Turbot Disposal and the Proposed
Additional IPT Subscription
THE RESOLUTIONS
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• This EGM is called because of Interested Persons Transactions (“IPT”).
• Who are the Interested Persons (“IP”): GohYeow Lian, GohYew Tee,
GohYeo Hwa, GohYew Gee, GohYeu Toh and GohYew Lay.
• What are the transactions:
a) IP already invested 3.2% of the Total Targeted Committed Capital or 4.75%
of the total committed capital (the “Initial IPT Subscription”)
Resolution A - seeking Shareholders’ approval on this transaction.
b) IP have committed to invest a further 5.1% of the Total Targeted
Committed Capital (the “Proposed Additional IPT Subscription”);
c) Transferring of Turbot Land to a sub-trust of Wee Hur PBSA Master Trust
(the “ProposedTurbot Disposal”).
Resolution B - seeking Shareholders’ approval on these transactions.
WHY THIS EGM IS CALLED?
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• As you may be aware, the Company embarked on our 1st Purpose Built Student
Accommodation (“PBSA”) at Woolloongabba, Brisbane in 2015.
• After much research and study, we reckoned that PBSA is the area we need to
focus, especially in Australia where PBSA is still at the initial stage.
• Set target for 5,000 beds across major cities in Australia over the next 5 years
for passive and recurring income.
• Tax and legal consultants were engaged to study the appropriate structure.
RESTRUCTURING EXERCISE
BACKGROUND
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Sponsor:
Wee Hur Holdings Ltd.
WH Buranda Trust
Wee Hur PBSA Master Trust
WH PBSA Trust
Wee Hur PBSA (Australia) Pte. Ltd.
100%
Singapore
Australia
WH Elizabeth TrustWH Gray Street Trust
100%100%
Investors
Trustee:
Perpetual (Asia) Limited
60% 31.7%
100%
1%99%
WH Turbot Street
Trust
100%
Other Sub-Trusts
100%
Trustee:
Perpetual Corporate Trust Limited
Trustee:
The Trust Company (Australia) Limited
Manager:
Wee Hur Capital Pte. Ltd.
100%
Constituted
To be constituted
Woolloongabba
Land
PBSA
development in
Adelaide
PBSA
development in
MelbourneTurbot Land
Future land to
be acquired
Interested
Persons
8.3%
RESTRUCTURING EXERCISE
• Wee Hur PBSA Master Trust was constituted in Singapore on 21 December 2016.
THE PROPOSED STRUCTURE
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• To be accredited with the Managed Investment Trust (the “MIT”) status, would
result in a reduction in the final tax rate from 30% to 15%;
• Alternative way of raising equity capital;
• Avoid huge stamp duty payable upon completion of assets; and
• Easy for Exit plans.
RESTRUCTURING EXERCISE
THE PROPOSED STRUCTURE
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RESTRUCTURING EXERCISE
CURRENT STATUS – 1st PBSA
UNILODGE @ PARK CENTRAL 2-block of PBSA housing 1,578 beds
• Completed the transfer of our 1st PBSA (Woolloongabba Land) on 30 June 2017, currently under construction.
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RESTRUCTURING EXERCISE
CURRENT STATUS – 1st PBSA
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RESTRUCTURING EXERCISE
CURRENT STATUS – 1st PBSA
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RESTRUCTURING EXERCISE
CURRENT STATUS – 1st PBSA (SITE PHOTO)
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RESTRUCTURING EXERCISE
CURRENT STATUS – 2nd PBSA
1-block of 34-storey PBSA housing 918 beds
• Transferring of Turbot Land which is subjected to Shareholders’ approval in this EGM.
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RESTRUCTURING EXERCISE
CURRENT STATUS – 3rd PBSA
1-block of 17-storey PBSA housing 772 beds
• Completed the acquisition of a plot of land in Gray Street and construction has commenced.
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• Expected investment cost of A$ 700 million
(a) Equity : A$ 1 million
(b) Junior Bonds : A$ 349 million
(c) Senior borrowings : A$ 350 million
• Each investor to invest a minimum of A$ 1.75 million (0.5% of A$ 350 million),
comprising 5,000 Units each denominated at A$1 and 1,745 Junior Bonds, each
denominated at A$1,000.
• Any variation will require prior written consent of the Trust Manager.
• In order to comply with MIT, the Company will ultimately hold 60%.
• Remaining 40% to be held by other investors (including IP).
FUNDRAISING
Total Targeted Committed
Capital of A$ 350 million
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• In view of the huge capital requirements;
• To strengthen investors’ confidence;
• To aids the fundraising process and accelerates the business plans; and
• Help ease initial cash flow requirements.
• IP have kick-started the fundraising by subscribing to a committed capital of
A$11.2 million in aggregate (3.2% of A$ 350 million).
• Started fundraising since January 2017, of the Total Targeted Committed Capital
of A$ 350 million, so far only managed to secure 7.4% (including IP).
FUNDRAISING
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• The Company faced difficulties in attracting unrelated third party investors.
• Requested by the Company, the IP had agreed to increase their collective interest
from 3.2% to 8.3%, representing a total committed capital of A$ 29.05 million.
• IP have subscribed on the same terms as the Company and other unrelated third
party.
• Shared the same rewards and risks in proportion with their interests.
• No preferential rights accorded to the IP.
• The IP and their associates will abstain from voting.
• Will continue to look for potential investors so as to achieve A$ 350 million.
FUNDRAISING
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• The Initial IPT Subscription and the Proposed Additional IPT
Subscription of 8.3% translated into A$ 29.05 million, which formed a
significant part of the Total Targeted Committed Capital of A$ 350 million.
• In the event, if the resolutions are not approved by Shareholders, depending on
the amount of funds raised thus far:
(a) the Company will develop a lesser number of PBSA beds instead of the
targeted 5,000 beds.
(b) Unable to obtain MIT status that comes with tax concessions;
(c) May face cash flow problems;
(d) Difficulties in the further fundraising exercise; and
(e) Affect the growth of the Company.
FUNDRAISING
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Opinion of the IFA and Statements of the Audit Committee:
• The ratification of the Initial IPT Subscription was fair and reasonable, had
been carried out on normal commercial terms.
• They were not prejudicial to the interests of the Company and its minority
shareholders.
• Collectively, the Proposed Turbot Disposal and the Proposed Additional IPT
Subscription are fair and reasonable, on normal commercial terms.
• They are not prejudicial to the interests of the Company and its minority
shareholders.
INDEPENDENT OPINIONS