Chengdu Longemont Mall
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Perennial China Retail Trust Circular Dated 20 January 2012 Circular China Retail Trust Perennial OVERVIEW OF THE ACQUISITION CIRCULAR DATED 20 JANUARY 2012 This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Circular. Words and expressions not defi ned herein have the same meaning as in the main body of this Circular unless the context requires otherwise. Meanings of defi ned terms may be found in the Glossary of this Circular. THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. CHINA RETAIL TRUST PROPOSED ACQUISITION OF CHENGDU LONGEMONT MALL (a business trust constituted on 22 February 2011 under the laws of the Republic of Singapore) PCRT, through its wholly-owned subsidiary Perennial China Retail Pte. Chengdu Longemont mixed-use development at the same price of Ltd., is proposing to acquire (the “Acquisition”) an interest of 50.0%, RMB10,000 per sqm on a completed basis. with the fl exibility to increase to up to 80.0% (the “Chengdu Longemont The total cost of the Acquisition, comprising the purchase consideration of Mall Interest”) in Chengdu Longemont Shopping Mall Development (the S$464.0 million (RMB2.28 billion), the acquisition fee payable to Perennial “Chengdu Longemont Mall”), which is located in Chengdu, Sichuan China Retail Trust Management Pte. Ltd. (the trustee-manager of PCRT) Province, China. (the “Trustee-Manager”) pursuant to the the trust deed dated 22 February PCRT had, during its initial public offering, secured the option to invest in a 2011 constituting PCRT (as amended) which will be paid in units of PCRT, strong pipeline of prime commercial development sites which are directly- as well as the estimated professional and other fees and expenses incurred connected to high-speed railway stations in Chengdu and Xi’an, and a or to be incurred in connection with the Acquisition, is estimated to be right of fi rst refusal to invest in a similar high-speed railway commercial approximately S$477.3 million. development site in Changsha. In connection with the Acquisition, the Trustee-Manager has also negotiated PCRT had, on 21 March 2011, secured an option (the “Chengdu with the Summit Group (comprising Shanghai Summit (Group) and its Longemont Mall Interest Option”) from Shanghai Summit (Group) Co., subsidiaries) for up to RMB226.5 million to be available for distribution Ltd (“Shanghai Summit (Group)”) and Shanghai Summit Real Estate under the new earn-out deed (“New Earn-out Deed”), which amounts to Development Co., Ltd. to acquire 50.0% of at least 1.0 million square approximately 10.0% of the Purchase Consideration based on a completed metres (“sqm”) of Gross Floor Area (“GFA”) in the Chengdu Longemont GFA of 455,260 sqm. The New Earn-out Deed is expected to further mixed-use development at RMB10,000 per sqm on a “completed basis” strengthen the Trustee-Manager’s capacity to deliver the total distribution within one year from its listing on the Main Board of the SGX-ST on 9 June amount set out in Forecast Year 2011 and Projection Year 2012 as 2011. The Acquisition relates to the exercise of the Chengdu Longemont disclosed in the prospectus of PCRT issued by the Trustee-Manager dated Mall Interest Option to acquire the Chengdu Longemont Mall which is 27 May 2011 (the “Prospectus”) and to also strengthen the cash fl ows for expected to measure approximately 455,260 sqm in GFA and is directly- distribution to unitholders of PCRT (“Unitholders”) in the fi rst half of 2013. connected to the Chengdu East High-Speed Railway Station. The new earn-out arrangement is expected to provide Unitholders greater assurance that the forecast total distribution amount for Forecast Year 2011 With the Acquisition, PCRT has up to 8 June 2012 to exercise the option and Projection Year 2012 as disclosed in the Prospectus can be achieved to acquire 50.0% of approximately another 544,740 sqm of GFA in the and is conditional upon obtaining Unitholders’ approval for the Acquisition. LOCATION OF INITIAL PORTFOLIO AND PIPELINE ASSETS Artist’s impression of Chengdu Longemont Shopping Mall Development adjacent to the operational Chengdu East High-Speed Railway Station. Picture may differ from the actual view of the completed property. The Acquisition Existing Portfolio CIRCULAR TO UNITHOLDERS IN RELATION TO: CHINA RETAIL TRUST Pipeline Assets (1) THE PROPOSED ACQUISITION OF A 50.0% INTEREST IN CHENGDU LONGEMONT SHOPPING MALL SHENYANG DEVELOPMENT FROM AN INTERESTED PERSON; Shenyang Red Star Macalline Furniture Mall Shenyang Longemont Shopping Mall CHINA Shenyang Longemont Offi ces (2) THE PROPOSED TRUST DEED SUPPLEMENT IN RELATION TO THE FORM OF PAYMENT OF (50.0% interest in each of the above) MANAGEMENT FEES; AND XI’AN Xi’an Longemont High-Speed (3) THE PROPOSED TRUST DEED SUPPLEMENT IN RELATION TO ACQUISITION FEES. Railway Commercial Development (50.0% interest) CHANGSHA CHENGDU Singapore Exchange Securities Trading Limited (the “SGX-ST”) assumes no responsibility for the accuracy or correctness of any statements Changsha Longemont High-Speed or opinions made, or reports contained, in this Circular. If you are in any doubt as to the action you should take, you should consult your Chengdu Qingyang Guanghua Shopping Mall Railway Commercial Development stockbroker, bank trustee-manager, solicitor, accountant or other professional adviser immediately. (100.0% interest) (at least 50.0% interest) If you have sold or transferred all your units in Perennial China Retail Trust (“PCRT”, and units in PCRT, “Units”), you should immediately forward Chengdu Longemont Mall this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaser or (50.0% interest)1 transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser Remaining interest in Chengdu Longemont Mall or transferee. (50.0% interest) FOSHAN This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer of securities for sale into the United States. Foshan Yicui Shijia Shopping Mall The Units may not be offered or sold in the United States or to, or for benefi t of, U.S. persons (as such term is defi ned in Regulation S under (100.0% interest) the Securities Act of 1933, as amended) unless they are registered or exempt from registration. There will be no public offer of securities in the United States. IMPORTANT DATES AND TIMES FOR UNITHOLDERS PROPOSED METHOD OF FINANCING Event Date and Time MANAGED BY The Trustee-Manager intends to fund the Acquisition wholly by debt of the following debt fi nancing options: (i) part of the proceeds from the Last date and time for Saturday, 11 February 2012 fi nancing through one or a combination of methods as set out in this Circular. Credit Facilities Agreement2 towards payments under the Framework PERENNIAL CHINA RETAIL TRUST MANAGEMENT PTE. LTD. Lodgement of Proxy Forms at 10.30 a.m. In making its decision, the Trustee-Manager will take into account, among Agreement, (ii) increasing the credit limit under the Credit Facilities (Registration Number 201024622Z) other things, the prevailing market conditions, interest rate environment, Agreement, (iii) draw downs under the S$500,000,000 Multicurrency Date and Time of Monday, 13 February 2012 debt expiry profi le and the covenants and conditions associated with each Medium Term Note Programme (“MTN Programme”)3 established on Extraordinary General Meeting at 10.30 a.m. fi nancing option, so that the Acquisition will be in the overall interest of 20 January 2012 and (iv) a new offshore debt facility secured on the shares Independent Financial Adviser to the Independent Directors and Audit and Risk PCRT and Unitholders. of the subsidiaries of PCRT which own directly or indirectly the Chengdu Committee of Perennial China Retail Trust Management Pte. Ltd. Place of Rooms 325-326, Level 3 Longemont Mall Interest. Extraordinary General Meeting Suntec Singapore The Trustee-Manager will fund the Acquisition through one or a combination International Convention & 1 Flexibility to increase to up to 80.0% Exhibition Centre 2 The Trustee-Manager, on behalf of PCRT, had on 27 May 2011 entered into a facilities agreement (the “Credit Facilities Agreement”) with DBS Bank Ltd. and Standard Chartered Bank for fi nancing facilities (the 1 Raffl es Boulevard, Suntec City “Credit Facilities”) in an aggregate amount of S$325.0 million comprising (i) committed term loan facilities of S$195.0 million to fi nance distributions to Unitholders, interest payments under the Credit Facilities and part of the progress payments by PCRT for the acquisition of Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall as well as the development cost of Chengdu Qingyang Singapore 039593 Guanghua Shopping Mall (the “Acquisition and Development Costs”) and (ii) an uncommitted revolving credit facility of S$130.0 million to fi nance the remaining Acquisition and Development Costs. Further details of the Credit Facilities Agreement are set out in the section “Use of Proceeds” of the Prospectus. 3 Unitholders should note that the MTN Programme is not a committed line of credit and any issuance of notes under the MTN Programme is subject to the market conditions at the relevant time. OVERVIEW OF THE ACQUISITION This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Circular. Words and expressions not defi ned herein have the same meaning as in the main body of this Circular unless the context requires otherwise. Meanings of defi ned terms may be found in the Glossary of this Circular. PROPOSED ACQUISITION OF CHENGDU LONGEMONT MALL PCRT, through its wholly-owned subsidiary Perennial China Retail Pte.