Suntec Real Estate Investment Trust
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PROSPECTUS DATED 29 NOVEMBER 2004 OFFER FOR SUBSCRIPTION BY ARA Trust Management (Suntec) Limited SUNTEC REAL ESTATE INVESTMENT TRUST 722,000,000 Units (a unit trust constituted on 1 November 2004 under the laws of the Republic of Singapore) Offering Price Range: S$0.97 to S$1.00 per Unit ARA Trust Management (Suntec) Limited, as manager (the “Manager”) of Suntec Real Estate Investment of the Investible Savings (as defined herein) in their CPF Ordinary Accounts to purchase or subscribe Trust (“Suntec REIT”), is making an offering (the “Offering”) of 722,000,000 units representing for Units. undivided interests in Suntec REIT (“Units”) for subscription at the Offering Price (as defined below). The Offering consists of (i) an international placement to investors, including institutional and other The collective investment scheme offered in this Prospectus is an authorised scheme investors in Singapore (the “Placement Tranche”) and (ii) an offering to the public in Singapore (the under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and “Public Offer”). The minimum size of the Public Offer will be 50,000,000 Units. It is currently expected Futures Act” or “SFA”). A copy of this Prospectus has been lodged with, and registered that the issue price of each Unit under the Offering (the “Offering Price”) will be between S$0.97 and by, the Monetary Authority of Singapore (the “MAS”) on 12 November 2004 S$1.00. The Offering is fully underwritten at the Offering Price by Citigroup Global Markets Singapore and 29 November 2004 respectively. The MAS assumes no responsibility for the Pte. Ltd. (“Citigroup”), DBS Bank Ltd (“DBS Bank”), Deutsche Bank AG, Singapore Branch (“Deutsche contents of this Prospectus. Lodgment with, or registration by, the MAS of this Bank” and together with Citigroup and DBS Bank, the “Joint Lead Underwriters”) and BNP Paribas Prospectus does not imply that the Securities and Futures Act or any other legal Peregrine (Singapore) Ltd (the “Co-Manager”) (the Joint Lead Underwriters and the Co-Manager shall or regulatory requirements have been complied with. The MAS has not, in any way, together be known as the “Underwriters”). considered the investment merits of the collective investment scheme. The date of registration of this Prospectus with the MAS is 29 November 2004. This Prospectus Separate from the Offering, Suntec City Development Pte Ltd (“SCDPL” or the “Sponsor”) will receive will expire on 28 November 2005 (12 months after the date of the registration). 565,000,000 Units (the “Consideration Units”) on the Listing Date (as defined below) in part satisfaction of the purchase consideration for the properties which will form the initial property portfolio of Suntec This document is important. If you are in any doubt as to the action you should take, REIT, namely Suntec City Mall (as defined herein) and Suntec City Office Towers (as defined herein) you should consult your stockbroker, bank manager, solicitor, accountant or other (see “Certain Agreements Relating to Suntec REIT and the Properties and Information on the professional advisors. Management Corporation — Description of the Agreements to Acquire the Properties”). See “Risk Factors” commencing on page 29 of this Prospectus for a discussion of certain Suntec REIT has been declared an authorised unit trust scheme under the Trustees Act, Chapter 337 factors to be considered in connection with an investment in the Units. None of the of Singapore, thus qualifying as an investment permitted to be made by trustees and certain other Manager, the Trustee, the Sponsor or the Underwriters guarantees the performance of persons with similar investment powers in Singapore. This scheme shall however cease to have effect Suntec REIT, the repayment of capital or the payment of a particular return on the Units. when the Trustees (Amendment) Act 2004 comes into force on 15 December 2004. Investors applying for Units by way of Application Forms or Electronic Applications (both as referred to Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus in Appendix VI, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in will be by way of an initial public offering in Singapore. Application has been made to Singapore Exchange Singapore”) in the Public Offer will pay the maximum subscription price of S$1.00 per Unit on application, Securities Trading Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST all subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each the Units comprised in the Offering, all the Consideration Units, all the Units which will be issued to the case without interest or any share of revenue or other benefit arising therefrom), where (i) an application Manager from time to time in full or part payment of the Manager’s management fees and all the Deferred is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason, or (iii) if the Units (as defined herein) which will be issued to the Sponsor in satisfaction of the Deferred Payment Offering Price is less than the maximum subscription price for each Unit. The Offering Price of between Consideration (as defined herein) for the Properties. Such permission will be granted when Suntec REIT S$0.97 and S$1.00 will be determined following a book-building process by agreement between the has been admitted to the Official List of the SGX-ST (the “Listing Date”). Acceptance of applications for Underwriters and the Manager on a date currently expected to be 3 December 2004 (the “Price Units will be conditional upon issue of the Units and upon permission being granted to list the Units. In Determination Date”), which date is subject to change. Notice of the Offering Price will be published in the event that such permission is not granted, application monies will be returned in full, at each investor’s one or more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe Zaobao own risk, without interest or any share of revenue or other benefit arising therefrom, and without any not later than two calendar days after the Price Determination Date. right or claim against Suntec REIT, the Manager, any of the Underwriters, the Sponsor or HSBC Institutional Trust Services (Singapore) Limited (as trustee of Suntec REIT) (the “Trustee”). Citigroup, DBS Bank and Deutsche Bank have been granted an over-allotment option (the “Over- allotment Option”) by the Sponsor, exercisable in full or in part, within 30 days after the Listing Date, Suntec REIT has received a letter of eligibility from the SGX-ST for the listing and quotation of the to purchase from the Sponsor up to an aggregate of 108,300,000 Units at the Offering Price, solely Units on the Main Board of the SGX-ST. Suntec REIT’s eligibility to list on the Main Board of the SGX- to cover the over-allotment of Units (if any). The total number of outstanding Units immediately after ST does not indicate the merits of the Offering, Suntec REIT, the Manager or the Units. The SGX-ST the completion of the Offering will be 1,287,000,000 Units. The exercise of the Over-allotment assumes no responsibility for the correctness of any statements or opinions made or reports contained Option will not increase this total number of Units outstanding. in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, Suntec REIT, the Manager or the Units. The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United Investors who are members of the Central Provident Fund (“CPF”) in Singapore may use their CPF States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Ordinary Account savings to purchase or subscribe for Units as an investment included under the Act (“Regulation S”)). The Units are being offered and sold outside the United States to non-U.S. CPF Investment Scheme — Ordinary Account. CPF members are allowed to invest up to 35.0% persons in reliance on Regulation S. Joint Financial Advisors Joint Lead Underwriters and Bookrunners Co-Manager This overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Prospectus (including but not limited to “Notice To Investors – Forward-Looking Statements” and “Risk Factors”). Meanings of capitalised terms may be found in the Glossary of this Prospectus. SUNTEC REAL ESTATE INVESTMENT TRUST | Suntec REIT comprises properties in Singapore’s single largest integrated commercial development (including Singapore’s largest shopping mall) which is strategically located in Singapore’s Central Business District. | The Manager aims to produce attractive returns through: - an active asset management strategy; - an acquisition growth strategy; and - a capital management strategy. | The Manager’s principal investment strategy is to invest in income-producing real estate which is primarily used for retail and/or office purposes. | Distributions will be made on a quarterly basis to Unitholders, with the first distribution to be made on or before 30 May 2005 in respect of the period from the date of the issue of the Units to 31 March 2005. THE PROPERTIES SUNTEC CITY MALL SUNTEC CITY OFFICE TOWERS Suntec City Mall is Singapore’s largest shopping mall and is Suntec City Office Towers comprise certain strata units in the strategically integrated with the world-class Suntec Singapore four 45-storey office towers and one 18-storey office tower, all International Convention and Exhibition Centre and interlinked of which are Grade A intelligent office buildings with commanding to the Suntec City Office Towers.