Malls Asia Limited Asia’S Leading Mall Developer, Owner and Manager
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CapitaMalls Asia Limited Asia’s Leading Mall Developer, Owner and Manager Listing by Introduction on HKEx Listing30 bySeptember Introduction on HKEx *Sep 2011 2011* Disclaimer This presentation 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, 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 CMA’s current view of future events. The information contained in this presentation has not been independently verified. No representation or warranty expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this presentation. Neither CapitaMalls Asia (“CMA”) or any of its affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection with this presentation. The past performance of CMA is not necessarily indicative of the future performance of CMA. An investment in the shares of CMA (“Shares”) is subject to investment risks, including the possible loss of the principal amount invested. This document does not constitute a prospectus, notice, circular, brochure, advertisement or other document offering to sell any securities to the public, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite or solicit offers by the public to subscribe for or purchase any securities. No new Shares will be allotted and issued in connection with, or pursuant to, the proposed secondary listing ("Listing") of the Shares on the Main Board of The Stock Exchange of Hong Kong Limited ("HKEx"). The directors of CMA wish to highlight to shareholders that as the Listing is still subject to the fulfilment of certain conditions, the Listing may or may not occur. There is no assurance that the final approval of the HKEx and relevant authorities for the listing of, and permission to deal in, the Shares on the Main Board of the HKEx will be granted. This presentation is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for Shares. 1 Listing by Introduction on HKEx *Sep 2011* Contents 1. Who is CMA? 2. Rationale of Listing by Introduction on HKEx 3. Key Milestones and Timeline 4. Our Growth Story 5. Financial Performance 6. Next Phase of Growth 7. Appendix 2 Listing by Introduction on HKEx *Sep 2011* 1. Who is CMA? 3 Listing by Introduction on HKEx *Sep 2011* CMA is the Leading Asian Shopping Mall Developer, Owner and Manager Pan Asian footprint across 51 cities in 5 countries of Singapore, China, Malaysia, Japan and India 5 Countries 96 Retail Properties 78.9 million sq ft Gross Floor Area S$25.6 billion Property Value ~3,500 Employees Market Capitalisation of S$5.7 billion 1. As at 30 Jun 2011, CMA has 95 retail properties. 2. Data as at 29 Sep 2011 includes the acquisition of Suzhou which is subjected to the Government’s approval . 3. Market capitalisation as at 30 Jun 2011. 4 Listing by Introduction on HKEx *Sep 2011* CMA’s Real Estate Value Chain 3 Sources of Revenue 1. Development 2. Mall 3. Capital Management Management - Development Profits - Revaluation Recurring Income Recurring Income - Net Property Income - Fund Management - Property Management Fees Fees Fund Management 1 1H FY2011 PATMI Business of $214 mil • Manager of 3 Listed REITs & 5 Private Funds • AUM 2 of $19.5 bil (1) Profit after tax and minority interest 3 (2) Assets under management • EBIT of $32 mil for 1H (3) Earnings before interest and taxes FY2011 5 Listing by Introduction on HKEx *Sep 2011* CMA’s Business Structure CMA is the Leading Asian Shopping Mall Developer, Owner and Manager 39.4% 65.5% Singapore China Malaysia Japan India Data as at 30 Jun 2011 6 Listing by Introduction on HKEx *Sep 2011* Singapore (20 Malls) – Market Leader ION Orchard Raffles City Singapore Plaza Singapura Bugis Junction Iluma Bedok Site 1 (1) Based on artist’s impression, to be opened in 2014 7 Listing by Introduction on HKEx *Sep 2011* China (55 Malls) – First Mover Advantage Raffles City Shanghai, Shanghai Raffles City Beijing, Beijing CapitaMall Xizhimen, Beijing CapitaMall Jinniu, Chengdu CapitaMall Deyang, Deyang CapitaMall Guicheng, Foshan 8 Listing by Introduction on HKEx *Sep 2011* Malaysia (5 Malls) – Market Leader Queensbay Mall, Penang East Coast Mall, Kuantan Sungei Wang Plaza, Kuala Lumpur The Mines, Selangor Gurney Plaza, Penang 9 Listing by Introduction on HKEx *Sep 2011* Japan (7 Malls) – Consolidating Our Position Chitose Mall, Hokkaido Vivit Square, Tokyo La Park Mizue, Tokyo 10 Listing by Introduction on HKEx *Sep 2011* India (9 Malls) – Emerging Star The Forum Value Mall, Bangalore The Celebration Mall, Udaipur 11 Listing by Introduction on HKEx *Sep 2011* Experienced Management Team Proven Management with Extensive Real Estate Operational and Financial Experience LIM Beng Chee EuroMoney Real Estate Awards 2011 CEO • Best Retail Developer in Asia, Singapore and China • Played an instrumental role in the creation of EuroMoney Magazine CMA’s retail real estate funds and REITs • More than 10 years of real estate investment EuroMoney Real Estate Awards 2010 • Best Retail Developer Globally, Asia, and asset management experience in Singapore and China CapitaLand EuroMoney Magazine • CMA’s CEO since November 2008 Top 10 Famous Retail Real Estate Experienced Developer in China Leadership China Commercial Real Estate Association (CCREA) NG Kok Siong CFO Most Transparent Company Award – New Issues • Over 15 years of experience in finance and • Runner-up investment management Securities Investors Association (Singapore) • Joined CapitaLand in 2005 Golden Co-ordinates – Retail Real Estate • Has held various senior positions such as SVP Leader (CapitaLand Eurasia) and SVP, Strategic Commerce Promoting Real Estate (CPRE) n the 60th Finance (CapitaLand) Anniversary of the People’s Republic of China 12 Listing by Introduction on HKEx *Sep 2011* Widely Covered by International and Local Houses 13 Listing by Introduction on HKEx *Sep 2011* 2. Rationale of Listing by Introduction on HKEx 14 Listing by Introduction on HKEx *Sep 2011* Transaction Background CMA is proceeding with a dual-listing on HKEx for the following strategic rationale: 1 Widen investor base Platform to widen investor base and enhance CMA’s attractiveness to investors in Hong Kong and China. 2 Enhance CMA’s research coverage, profile and liquidity Attract research coverage on CMA and help raise profile and enhance market visibility of CMA 3 Additional avenues of financing Enhancing CMA’s ability to access additional sources of capital in two leading global capital markets in Singapore and Hong Kong. 15 Listing by Introduction on HKEx *Sep 2011* 3. Key Milestones and Timeline 16 Listing by Introduction on HKEx *Sep 2011* Key Milestones & Timeline Approval In Principle 30 September, 2011 Listing Document Availability 30 September, 2011 - Listing Date 18 October, 2011 Listing Document Available at: • CICC office • J.P. Morgan office 29th Floor, One International Finance Centre, 1 Ground Floor, Chater House, 8 Connaught Road Harbour View Street, Central, Hong Kong Central, Hong Kong • Computershare office 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong 17 Listing by Introduction on HKEx *Sep 2011* Batch Transfer Process for Current Shareholders Date Process Batch 1 Batch 2 30 Sep 2011 30 Sep 2011 • Approval-in-principle from HKEx on 30 Sep 2011 • Batch transfer announcement 4 Oct 20111 20 Oct 2011 • Last date for each Batch Transfer. Shareholders to submit: 1. ‘Withdrawal of Securities Form’ (CDP Form 3)2 to CDP (by 5:00 pm Singapore (by 5:00 pm Singapore time) 2. Bank draft to CDP for share withdrawal costs time) 3. Share removal form3 to Boardroom 14 Oct 2011 2 Nov 2011 • Brokers of shareholders/nominees in HK to collect the physical share certificates and deposit into CCASS4 18 Oct 2011 3 Nov 2011 • Shares will be ready for trading in HK provided share certificates are (Listing of CMA on HKEx) deposited into CCASS by the stipulated date above. Costs: - CDP charges a fee of S$10.00 for each withdrawal request for 1,000 shares or below, or S$25.00 for >1,000 shares. - Boardroom charges a fee of S$30.00 and S$2.00 per certificate for each removal request. - Computershare offers two levels of service – express and standard. Under the express route (10 business days), Computershare charges the higher of 0.05% of market value or HK$20.00 per certificate, subject to a minimum charge of HK$5,000.00. Alternatively, the standard route, for which Computershare charges a base fee of HK$200.00 and HK$2.50 per certificate, would take an additional 4 business days and the whole process would take 14 business days to complete. However, the fees can be waived if your removal takes place before the dual listing date. - Boardroom and Computershare have agreed to waive their charges to shareholders in respect of the batch transfers. CDP’s existing charges will still apply, together with any other costs to be levied by shareholders’ own brokers, nominees or custodians (where relevant). 1.