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Perennial Reit Prospectus

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Perennial Reit Prospectus PROSPECTUS DATED 27 MAY 2011 (REGISTERED WITH THE MONETARY AUTHORITY OF SINGAPORE ON 27 MAY 2011) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax, or other professional advisor. CHINA CHINA RETAIL TRUST (a business trust constituted on 22 February 2011 OFFER FOR SUBSCRIPTION BY under the laws of the Republic of Singapore) RETAIL TRUST RETAIL Managed by Perennial China Retail Trust Management Pte. Ltd. Perennial China Retail Trust Management Pte. Ltd. (Registration Number 201024622Z) 563,579,000 Units Offering Price: S$0.70 per Unit SINGAPORE’S FIRST 1 Pipeline* PURE-PLAY PRC RETAIL DEVELOPMENT TRUST Perennial China Retail Trust IPO Prospectus dated 27 May 2011 27 May dated IPO Prospectus Trust China Retail Perennial 1. Shenyang Red Star Macalline Furniture Mall Exterior of Xi’an High-Speed Railway Station 4. Foshan Yicui Shijia Shopping Mall Pipeline* 2. Shenyang Longemont Shopping Mall I 3. Shenyang Longemont Offi ces Interior of Xi’an High-Speed Railway Station 5. Chengdu Qingyang Guanghua Shopping Mall Note: The pictures of the initial portfolio with the exception of Shenyang Red Star Macalline Furniture Mall and Xi’an High Speed Railway Station, are artists’ impressions of the relevant properties and may differ from the actual view of the relevant completed properties. * Pipeline: Commercial Component of the Xi'an Longemont Railway Commercial Development. Perennial China Retail Trust (“PCRT”) is a business Asdew Acquisitions Pte Ltd (“Asdew”), CB Richard Ellis PCRT has received a letter of eligibility from the SGX-ST trust (Registration Number: 2011002) registered under Global Real Estate Securities, LLC (“CBRE GRES”), for the listing and quotation on the Main Board of the the Business Trusts Act, Chapter 31A of Singapore Cosmo Top Limited (“Cosmo Top”), Henderson Global SGX-ST of (i) all Units comprised in the Offering, (ii) all (the “Business Trusts Act” or “BTA”). A copy of this Investors Limited (“Henderson”), Prudential Asset the Sponsor Units, (iii) all the Cornerstone Units, (iv) all Prospectus has been lodged on 19 May 2011 with and Management (Singapore) Limited (“PAM Singapore”), the Units which will be issued to the Trustee-Manager in CHINA RETAIL TRUST registered on 27 May 2011 by the Monetary Authority Shanghai Summit Pte. Ltd. and Vantage Up Group payment of its acquisition fees and (v) all the Units which of Singapore (the “Authority” or the “MAS”). The MAS Limited (“Vantage Up”) (collectively, the “Cornerstone will be issued to the Trustee-Manager from time to time assumes no responsibility for the contents of this Investors”) has entered into cornerstone subscription in full or part payment of the Trustee-Manager’s fees. Prospectus. Registration of this Prospectus by the agreements with the Trustee-Manager (collectively, the PCRT’s eligibility to list on the Main Board of the SGX- MAS does not imply that the Securities and Futures “Cornerstone Subscription Agreements”) to subscribe ST does not indicate the merits of the Offering, PCRT, Act, Chapter 289 of Singapore (the “Securities and for an aggregate of 516,650,000 Units at the Offering the Trustee-Manager, the Sponsor, the Sole Financial Futures Act” or “SFA”), or any other legal or regulatory Price (the “Cornerstone Units”), conditional upon, among Advisor, the Joint Bookrunners or the Units. The SGX- requirements, have been complied with. The MAS has other things, the Underwriting Agreement having been ST assumes no responsibility for the correctness of any not, in any way, considered the merits of the units being statements or opinions made or reports contained in this offered for investment. entered into, and not having been terminated, pursuant to its terms on or prior to the Listing Date (as defi ned Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Perennial China Retail Trust Management Pte. Ltd. (the herein). The Cornerstone Units have been offered and Offering, PCRT, the Trustee-Manager or the Units. “Trustee-Manager”), a majority-owned subsidiary of sold to the Cornerstone Investors in transactions exempt the Sponsor, is making an offering (the “Offering”) of from the registration requirements of the U.S. Securities See “Risk Factors” commencing on page 46 of this 563,579,000 units representing undivided interests in Act of 1933, as amended (the “Securities Act”). Prospectus for a discussion of certain factors to be PCRT (the “Units”) for subscription at the Offering Price (as considered in connection with an investment in the defi ned herein). The Offering consists of (i) an international No Units shall be allotted or allocated on the basis of this Units. None of the Trustee-Manager, the Sponsor, placement to investors, including institutional and other Prospectus later than six months after the registration of the Sole Financial Advisor or the Joint Bookrunners investors in Singapore (the “Placement Tranche”) and (ii) this Prospectus by the Authority. guarantees the performance of PCRT, the repayment of an offering to the public in Singapore (the “Public Offer”). capital or the payment of a particular return on the Units. The size of the Public Offer is 52,128,000 Units. Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by Investors applying for Units by way of Application Forms The issue price of each Unit under the Offering (the way of an initial public offering in Singapore. Application or Electronic Applications (both as referred to in Appendix “Offering Price”) is S$0.70 per Unit. The sole fi nancial has been made to Singapore Exchange Securities Trading G, “Terms, Conditions and Procedures for Application for advisor for the Offering is DBS Bank Ltd. (the “Sole Limited (the “SGX-ST”) for permission to list for quotation and Acceptance of the Units in Singapore”) in the Public Financial Advisor”) and the joint global coordinators, on the Main Board of the SGX-ST (i) all Units comprised Offer will have to pay the Offering Price on application, bookrunners, issue managers and underwriters for the in the Offering, (ii) all the Sponsor Units, (iii) all the subject to a refund of the full amount or, as the case may Offering are DBS Bank Ltd., Goldman Sachs (Singapore) Cornerstone Units, (iv) all the Units which will be issued be, the balance of the application monies (in each case Pte., Standard Chartered Securities (Singapore) Pte. to the Trustee-Manager in payment of its acquisition fees without interest or any share of revenue or other benefi t Limited and Citigroup Global Markets Singapore Pte. and (v) all the Units which will be issued to the Trustee- arising therefrom), where (i) an application is rejected Ltd. (collectively, the “Joint Global Coordinators, Manager from time to time in full or part payment of the or accepted in part only, or (ii) if the Offering does not Bookrunners, Issue Managers and Underwriters” or the Trustee-Manager’s fees. Such permission will be granted proceed for any reason. “Joint Bookrunners”). The Offering is fully underwritten at the Offering Price by the Joint Bookrunners on the when PCRT has been admitted to the Offi cial List of the Nothing in this Prospectus constitutes an offer for Units terms and subject to the conditions of the Underwriting SGX-ST (the “Listing Date”). Acceptance of applications for sale in the United States or any other jurisdiction Agreement (as defi ned herein). for Units will be conditional upon issue of the Units and where it is unlawful to do so. The Units have not been upon permission being granted to list the Units. In the and will not be registered under the Securities Act or Concurrently with, but separate from the Offering, event that such permission is not granted or if the Offering the securities law of any state of the United States and, Perennial Real Estate Pte. Ltd. (the “Sponsor”) has is not completed for any other reason, application monies accordingly, may not be offered or sold within the United entered into a subscription agreement to subscribe for will be returned in full, at each investor’s own risk, without States except in certain transactions exempt from or not 28,571,000 Units at the Offering Price (the “Sponsor interest or any share of revenue or other benefi t arising Units”). subject to the registration requirements of the Securities therefrom, and without any right or claim against any Act. The Units are being offered and sold in offshore In conjunction with but separate from the Offering, of PCRT, the Trustee-Manager, the Sponsor, the Sole transactions as defi ned and in reliance on Regulation S each of AEW Capital Management, L.P. (“AEW”), Financial Advisor or the Joint Bookrunners. under the Securities Act (“Regulation S”). Sole Financial Advisor Perennial China Retail Trust Management Pte. Ltd. 6 Temasek Boulevard, #25-04/05 Suntec Tower Four, Singapore 038986 Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters Tel: (65) 6602 6800 Fax: (65) 6602 6801 The following section is qualifi ed in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere in this Prospectus. The meanings of terms not defi ned in this section can be found in the Glossary. Co-Managers 1 References to “the People’s Republic of China”, “the PRC” or “China” are, for the purposes of this Prospectus, to mainland China and references to “the PRC” for the purposes of the investment objectives and Kim Eng Securities Pte. Ltd. Oversea-Chinese Banking United Overseas Bank Limited the investment strategy of PCRT and the Sponsor’s ROFR, are to Mainland China, the Hong Kong Special Administrative Region and the Macau Special Administrative Region.
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