The development of Real Estate Investment Trusts (REITs) in Hong Kong October 2013 P.1 What is a REIT? A REIT (“Real Estate Investment Trust”) is a collective investment scheme constituted as a trust that invests primarily in real estate with the aim of providing investors with returns derived from rental income REITs originated in the United States in the 1960s, gradually gaining popularity in Australia and other parts of the world REITs are required to payout most of their income to unitholders in the form of distribution, usually > 90% REITs have restrictions on borrowing limits, use of financial instruments and development activities P.2 Investment Advantages of REITs Buying Physical Assets Buying Listed REITs Barrier to entry Medium to High Low Liquidity Low High Divisibility Low High Flexibility Low High Transparency Low High Profitability Stable to Fluctuate Stable Costs and High Low disbursements (HK property stamp duty: 1.5 – 8.5%; (Brokerage: ~1.0%; HK special stamp duty: 5 -20%; HK Stock Exchange trading fee: 0.005%; HK buyer stamp duty: 15%; SFC transaction levy: 0.003%; Estate agent commission; Solicitor fees; Investor compensation levy; etc Mortgages; Taxes; Government rate; (if applicable)) Insurance; etc (if applicable)) Day-to-day operational Required Not required management Risk exposure Concentrated Diversified P.3 H-REIT Structure – Typically Externally Managed Typical externally managed H-REITs Sponsor Unitholders Acquisition Assets Distributions Holding of units Management Services Act on behalf of Unitholders Manager REIT Trustee Management Fees Trustee’s Fees Net property income Ownership Property Management Services Property Manager Properties Property Management Fees P.4 The Link REIT – Internally Managed The Manager is stapled together as part of the REIT Trustee Unitholders Custodian of assets Trustee’s Fees HSBC Institutional Trust Ownership of Units Services (Asia) Limited THE LINK REIT Manager Special Purpose Vehicles Management Services The Link The Link Management Limited Holdings Limited Manager’s Fee on cost recovery basis 100% 182 Properties The Link REIT is the only internally managed REIT in Asia P.5 Hong Kong Business Trust – Stapled Units Structure Sponsor/ Controlling Unitholder Public Investors Share Stapled Units 100% Units Provision of trustee/ management service Trustee - Manager Trust Reimbursement of expenses 100% Ordinary Shares Preference Shares Listco Operating Business P.6 H-REITs At a Glance Name Year of Stock code Asset types Assets' Market cap IPO location (HK$ billion)* The Link 2005 823.HK Retail Hong Kong 87.6 Prosperity 2005 808.HK Office Hong Kong 3.3 Yuexiu 2005 405.HK Office China 10.6 Champion 2006 2778.HK Diversified Hong Kong 20.0 Sunlight 2006 435.HK Diversified Hong Kong 4.9 Regal 2007 1881.HK Hotel Hong Kong 7.4 Fortune 2010 778.HK Retail Hong Kong 11.7 Hui Xian 2011 87001.HK Diversified China 19.3 New Century 2013 1275.HK Hotel China 2.8 * Source: Data as at 30 Sep 2013, Bloomberg P.7 Hong Kong Lag Behind Singapore as Developing into a Regional Centre for REITs Development of the REIT market in Hong Kong began with the listing of The Link REIT in 2005, while Singapore REIT market was started in 2002 with the IPO of CapitaMall Trust To date, the development of the two markets are in stark contrast: Number of REITs/ Total Market Cap Location of Types of Assets Business Trusts (@30/09/13) Assets Retail, mixed, office, Hong Kong 9 ~US$22bn Hong Kong, PRC hospitality Retail, mixed, office, Singapore, PRC, hospitality, industrial, Hong Kong, Singapore 33 ~US$46bn healthcare, India, Japan, apartment Malaysia P.8 Comparison of Hong Kong and Singapore REIT Markets Growth of S-REIT Market Growth of H-REIT Market Development of S-REITs Development of H-REITs 60 60 50 50 40 40 end (US$B) - end (US$B) - 30 30 20 20 Market at cap year 10 Market at cap year 10 2005 2006 2007 2008 2009 2010 2011 2012 2013 Singapore REIT market has vastly outgrown Hong Kong REIT market by number of listings, size, diversity of asset type and diversity of geography Source: Bloomberg ; Market cap of 2013 as at 30 September 2013 P.9 Regulatory Restrictions on REITs Criteria US Australia UK France Netherlands Singapore Japan Hong Kong Management Internal & Internal & Internal & Internal & Internal External External Internal & external external external external external Property 75%+ Flexible 75%+ Flexible 100% 70%+ 75%+ 100% Investment Overseas Yes Yes Yes Yes Yes Yes Yes Yes Investment Property Yes Yes Yes Yes Minimal Max. 10% Restricted No Development assets Gearing Limit No limit No limit 1.25x No limit 60% 35% total No limit 45% interest total assets assets; 60% total assets cover test total assets if credit rating Distribution > 90% 100% > 90% > 85% 100% fiscal > 90% > 90% > 90% Percentage taxable taxable rental asset taxable earnings taxable taxable taxable income income income income income income income Tax Yes Yes Yes Yes Yes Yes Yes No Transparency Hong Kong’s REIT regulations are relatively more restrictive than other international markets Source: “Implications for the Strategic Development of UK REITs from the Experience of LPTs in Australia”, IPF Research Programme 2006-2009 P.10 Key Issues of the Hong Kong REIT Market Restrictions under Mandatory Provident Fund Exclusion from Hang Seng Index Preclusion from Development Activities Uncertainties in REIT Regulations P.11 Developing Hong Kong into a Regional Centre for REITs Potential for listing of PRC and other overseas REITs REIT as an investment choice for retail investors Cluster effect to attract REIT specialist analysts and global property investors Platform for developers to recycle capital by offloading non-core assets to REIT’s Most significantly, REIT is a heavy user of capital markets(1) leading to demand for rights issues, private placements, CMBS, bonds and loans, thus supporting Hong Kong’s financial services industry Note (1): As REIT has to distribute at least 90% of its distributable income, it does not have retained earnings for acquisitions or capital expenditure and relies on the capital markets for funding. P.12 REIT Indices Outperformed Broad Market Indices 350 300 250 200 150 based to 100 as at 1 Jan Jan 2009 1 at as 100 to based - 100 Indices re Indices 50 0 Jan 09 Jan 10 Jan 11 Jan 12 Jan 13 Hang Seng REIT Index Straits Times REIT Index Hang Seng Index Straits Times Index REIT Indices Broad Market Indices Source: Bloomberg P.13 Outperformance of Retail REITs 400 350 300 250 200 150 based to 100 as at 1 Jan Jan 2009 1 at as 100 to based - 100 Unit Price re Price Unit 50 0 Jan 09 Jan 10 Jan 11 Jan 12 Jan 13 The Link REIT Hang Seng REIT Index Retail REIT Source: Bloomberg P.14 Hong Kong Retail Market Strong Retail sales growth Steady household income growth supports retail market Decentralisation of retailers drives retail space demand Limited new supply of retail space P.15 Hong Kong Retail Market Growth Year on Year Change of Retail Sales Value 50% YoY% 50% 46.6% 40% Global financial crisis 45% 30% 40% 36.1% 35% 32.0% 20% 30% 28.0% 24.9% Tech bubble burst 25% 10% 21.6% 20.2% 20% 18.3% 17.3% 16.4% 0% 14.2% 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12Jan12 - JulJan 13-Jul 13 15% 12.5% 9.8% 9.6% 10.3% 9.3% 9.7% 10% 7.2% 6.8% 7.6% 7.7% -10% 5.6% 5% 2.8% 2.5% SARS outbreak -20% 0% All retail Food, Supermarkets Clothing, Department Jewellery, Supermarkets outlets Alcoholic Footwear & Stores Watches, -30% Drinks & Allied Clocks & Jewellery Tobacco Products Valuable Gifts Asian financial crisis -40% Foods & alcoholic drinks Department stores 2010 2011 2012 Jan-Jul 13 Clothing Source: Census and Statistics Department Source: CEIC Data Company Ltd (“CEIC”) Daily necessities resilient over long run Continuous growth in retail sales P.16 Hong Kong Tourism Growth Steady Tourist Arrival Growth Mainlanders’ Spending on Retail Sales 2008 2009 2010 2011 2012 Tourist Arrivals Contribution of Mainlanders’ 19% 24% 24% 27% 31% (Millions) Spending on Shopping to HK Retail Sales* 50 48.62 Mainland Tourist - 4,106 4,649 4,980 5,237 5,119 45 41.92 Per Capita Overall Spending (HK$) 40 HK$’B 36.03 34.91 500 35 450 30 28.10 400 25.37 $137 25 22.68 350 $111 300 20 18.82 $88 250 $52 $67 15 200 $309 10 150 $295 $237 100 $221 $208 5 50 0 - 0 2010 2011 2012 Jan-Jun 2013 2008 2009 2010 2011 2012 + Total (Millions) Mainland China (Millions) Total Retail Sales HKD(HK$’B) bn Mainlanders' Spending (HK$’B)HKD bn *Contribution (%) is estimated based on the Mainland tourists’ spending on shopping from HKTB as a fraction of HK Retail Sales from C&SD (The Link REIT’s Estimates) Source: CEIC Source: CEIC, Hong Kong Tourism Board (“HKTB”) Continuous growth in tourist arrival and mainlanders’ spending on retail sales P.17 Hong Kong Economic Growth GDP & PCE Unemployment Rate YoY% 2Q13 % YoY 9 14 8 12 +4.2% 7 10 6 8 +3.3% 5 4 6 3 4 2 2 1 0 0 04 11 08 05 06 07 10 12 13 04 07 09 10 11 05 08 12 - - - - - - - - - - - - - - - - -2 - 4Q05 2Q03 4Q03 2Q04 4Q04 2Q05 2Q06 4Q06 2Q07 4Q07 2Q08 4Q08 2Q09 4Q09 2Q10 4Q10 2Q11 4Q11 2Q12 4Q12 2Q13 Jul Jul Apr Oct Oct Jun Jan Mar Mar Feb Dec Sep Nov Dec Aug May -4 May Months Unemployment Rate -6 May 13 3.4% -8 Jun 13 3.3% GDP Private Consumption Expenditure Jul 13 3.3% 2013F 3.1% Source: Census and Statistic Department and Economist Intelligence Unit Source: Census and Statistic Department and Economist Intelligence Unit Modest Growth in GDP & PCE with unemployment rate at near historic low supporting income growth P.18 Source: Census & Statistics Department P.18 Hong Kong Economic Growth