01 K-Reit 6Pp Gatefold.Indd 2 11/2/2010 6:27:21 PM Constituted in the Republic of Singapore Pursuant to a Trust Deed Dated 28 November 2005 (As Amended)
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Constituted in the Republic of Singapore pursuant to a trust deed dated 28 November 2005 (as amended) Artist impression of the promenade and drop-off point at the Marina Bay Financial Centre The overview section is qualifi ed in its entirety by, and should be read in conjunction with the full text of this Circular. Meanings of the capitalised terms may be found in the Glossary of this Circular. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Unitholders should note that the proposed Acquisition and Divestment is dependent on the satisfaction of certain conditions precedent, including the approval of the shareholders of Keppel Land Limited for the sale of the one-third interest in the MBFC Property and the purchase of KTGE. Actual views may differ from the artist impressions contained herein. THE ACQUISITION AND DIVESTMENT The net proceeds from the KTGE Divestment is approximately S$569.9 million (the “Net Sale K-REIT is proposing to acquire a one-third interest Proceeds”), comprising the sale proceeds less in Marina Bay Financial Centre Towers 1 & 2 and the estimated fees and expenses (excluding the Marina Bay Link Mall (the “MBFC Acquisition”) divestment fee payable to the Manager) relating to and divest Keppel Towers and GE Tower (the “KTGE the KTGE Divestment. Divestment”), (together, the “Transactions”). The Transactions will renew, optimise and enhance K-REIT’s METHOD OF FINANCING Artist impression of the Marina Bay Financial Centre property portfolio. The DPU accretive Transactions are in line with K-REIT’s objective of delivering stable and The Manager intends to part fi nance the MBFC sustainable returns to Unitholders. Acquisition with the Net Sale Proceeds. The balance CIRCULAR DATED 8 NOVEMBER 2010 of the MBFC Purchase Consideration will be fi nanced THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. The total cost of the MBFC Acquisition (the “Total in part from the Rights Issue Proceeds and borrowings Acquisition Cost”) is estimated to be approximately amounting to approximately S$820.9 million. With the CIRCULAR TO UNITHOLDERS IN RELATION TO: S$1,446.6 million1, comprising the MBFC Purchase sale proceeds from the KTGE Divestment, no equity Consideration, the estimated fees and expenses fund raising exercise will be required for the MBFC THE PROPOSED ACQUISITION OF A ONE-THIRD INTEREST IN MARINA BAY FINANCIAL CENTRE TOWERS 1 & 2 (including the acquisition fee payable to the Manager, Acquisition. AND MARINA BAY LINK MALL AND THE PROPOSED DIVESTMENT OF KEPPEL TOWERS AND GE TOWER professional fees and other fees, stamp duty and expenses) relating to the MBFC Acquisition. Singapore Exchange Securities Trading Limited (the “SGX- 1 The actual amount of the MBFC Purchase Consideration is subject to adjustments to refl ect the actual Share Consideration and Loan Consideration on completion. IMPORTANT DATES & TIMES FOR UNITHOLDERS ST”) takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you Event Date Time are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant Last date and time for or other professional adviser immediately. lodgement of Proxy Forms 6 December 2010 2.30 pm If you have sold or transferred all your units in K-REIT Date and time of EGM 8 December 2010 2.30 pm Asia (“K-REIT”, and units in K-REIT, “Units”), you should immediately forward this Circular, together with the Notice Four Seasons Hotel of Extraordinary General Meeting and the accompanying Four Seasons Ballroom (2nd Floor) Proxy Form in this Circular, to the purchaser or transferee or Place of EGM 190 Orchard Boulevard to the bank, stockbroker or other agent through whom the Singapore 248646 sale or transfer was effected for onward transmission to the purchaser or transferee. Managed by K-REIT Asia Management Limited Independent Financial Advisor to the Independent Directors and Audit Committee of K-REIT Asia Management Limited PricewaterhouseCoopers Corporate Finance Pte Ltd Artist impression of the Marina Bay Financial Centre 01_K-Reit_6pp Gatefold.indd 2 11/2/2010 6:27:21 PM Constituted in the Republic of Singapore pursuant to a trust deed dated 28 November 2005 (as amended) Artist impression of the promenade and drop-off point at the Marina Bay Financial Centre The overview section is qualifi ed in its entirety by, and should be read in conjunction with the full text of this Circular. Meanings of the capitalised terms may be found in the Glossary of this Circular. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Unitholders should note that the proposed Acquisition and Divestment is dependent on the satisfaction of certain conditions precedent, including the approval of the shareholders of Keppel Land Limited for the sale of the one-third interest in the MBFC Property and the purchase of KTGE. Actual views may differ from the artist impressions contained herein. THE ACQUISITION AND DIVESTMENT The net proceeds from the KTGE Divestment is approximately S$569.9 million (the “Net Sale K-REIT is proposing to acquire a one-third interest Proceeds”), comprising the sale proceeds less in Marina Bay Financial Centre Towers 1 & 2 and the estimated fees and expenses (excluding the Marina Bay Link Mall (the “MBFC Acquisition”) divestment fee payable to the Manager) relating to and divest Keppel Towers and GE Tower (the “KTGE the KTGE Divestment. Divestment”), (together, the “Transactions”). The Transactions will renew, optimise and enhance K-REIT’s METHOD OF FINANCING Artist impression of the Marina Bay Financial Centre property portfolio. The DPU accretive Transactions are in line with K-REIT’s objective of delivering stable and The Manager intends to part fi nance the MBFC sustainable returns to Unitholders. Acquisition with the Net Sale Proceeds. The balance CIRCULAR DATED 8 NOVEMBER 2010 of the MBFC Purchase Consideration will be fi nanced THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. The total cost of the MBFC Acquisition (the “Total in part from the Rights Issue Proceeds and borrowings Acquisition Cost”) is estimated to be approximately amounting to approximately S$820.9 million. With the CIRCULAR TO UNITHOLDERS IN RELATION TO: S$1,446.6 million1, comprising the MBFC Purchase sale proceeds from the KTGE Divestment, no equity Consideration, the estimated fees and expenses fund raising exercise will be required for the MBFC THE PROPOSED ACQUISITION OF A ONE-THIRD INTEREST IN MARINA BAY FINANCIAL CENTRE TOWERS 1 & 2 (including the acquisition fee payable to the Manager, Acquisition. AND MARINA BAY LINK MALL AND THE PROPOSED DIVESTMENT OF KEPPEL TOWERS AND GE TOWER professional fees and other fees, stamp duty and expenses) relating to the MBFC Acquisition. Singapore Exchange Securities Trading Limited (the “SGX- 1 The actual amount of the MBFC Purchase Consideration is subject to adjustments to refl ect the actual Share Consideration and Loan Consideration on completion. IMPORTANT DATES & TIMES FOR UNITHOLDERS ST”) takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you Event Date Time are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant Last date and time for or other professional adviser immediately. lodgement of Proxy Forms 6 December 2010 2.30 pm If you have sold or transferred all your units in K-REIT Date and time of EGM 8 December 2010 2.30 pm Asia (“K-REIT”, and units in K-REIT, “Units”), you should immediately forward this Circular, together with the Notice Four Seasons Hotel of Extraordinary General Meeting and the accompanying Four Seasons Ballroom (2nd Floor) Proxy Form in this Circular, to the purchaser or transferee or Place of EGM 190 Orchard Boulevard to the bank, stockbroker or other agent through whom the Singapore 248646 sale or transfer was effected for onward transmission to the purchaser or transferee. Managed by K-REIT Asia Management Limited Independent Financial Advisor to the Independent Directors and Audit Committee of K-REIT Asia Management Limited PricewaterhouseCoopers Corporate Finance Pte Ltd Artist impression of the Marina Bay Financial Centre 01_K-Reit_6pp Gatefold.indd 2 11/2/2010 6:27:21 PM BENEFITS TO UNITHOLDERS 1. Portfolio optimisation – Consistent with 3. Enhance portfolio quality and build a strong 4. Realise value of KTGE which has reached All-in borrowing costs decrease to 3.05% from 3.40% investment and growth strategy branding in Raffl es Place and Marina Bay area optimal stage as an offi ce asset 3.40% 10% 3.05% The Transactions will renew, optimise and enhance K-REIT’s The Transactions will allow K-REIT to acquire one of Singapore’s Keppel Towers and GE Tower (“KTGE”) are 19 years and property portfolio. K-REIT will benefi t from a stronger tenancy most prestigious offi ce assets in the prime Marina Bay area 17 years old respectively, and will increasingly incur higher decrease base and resilient cash fl ows as a result of the enhanced and divest an offi ce asset that has reached its optimal stage. property maintenance and other expenses in order to maintain portfolio quality and market competitiveness. This is in line with its appeal and compete alongside newer offi ce buildings to K-REIT’s objective of delivering stable and sustainable returns The MBFC Property, together with the One Raffl es Quay attract tenants. to Unitholders by investing in a quality portfolio of income- Interest and the Prudential Tower Property, will provide K-REIT As at 30 September 2010 Post Transactions producing commercial real estate pan-Asia. with a strong branding as a key landlord in the Marina Bay and The Manager believes that KTGE have potential for Raffl es Place areas.