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TRANSCRIPT
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This presentation has been prepared by SB REIT Management Pte. Ltd., as manager of Soilbuild Business Space REIT (“Soilbuild REIT”) (the “Manager”) solely for use at this presentation and is subject to change without
notice. The presentation is being made to you on a confidential basis and solely for your information and may not be reproduced, disclosed or distributed to any other person.
By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the following limitations:
This presentation and the information contained herein does not constitute or form part of any offer for sale or subscription of or the solicitation or invitation of any offer to buy or acquire or subscribe for any securities of
Soilbuild REIT or any of its subsidiaries or affiliates in any jurisdiction or as an inducement to enter into investment activity. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in
connection with, any contract or commitment or investment decision whatsoever. This presentation is not financial, legal, tax or other product advice.
This presentation and the information contained herein is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the
opinion.
This presentation has been prepared by the Manager based on information available to them for use at a non-deal road show presentation by the Manager for selected recipients for information purposes only and does not
constitute a recommendation regarding any securities of Soilbuild REIT. The information has not been independently verified by DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited (the “Banks”). None of the
Banks accepts any responsibility for the contents of this presentation or the presentation materials or for any other statement made, or purported to be made, by any of the Banks. No representation, warranty or undertaking,
express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of the DBS Trustee Limited (in its capacity
as trustee of Soilbuild REIT) (the “Trustee”), the Manager, the Banks or any of their respective affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever
arising from any use of this presentation or its contents or otherwise arising in connection with the document.
This presentation is highly confidential and being given solely for your information and for your use and may not be retained by you nor may this presentation, or any portion thereof, be shared, copied, reproduced or
redistributed to any other person in any manner.
This presentation contains forward-looking statements based on the currently held beliefs and assumptions of the Manager, which are expressed in good faith and, in their opinion, reasonable. Forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of Soilbuild REIT or industry results, to differ materially from the
results, financial condition, performance or achievements expressed or implied by such forward-looking statements. Given these risks, uncertainties and other factors, recipients of this presentation are cautioned not to place
undue reliance on these forward-looking statements.
The statements contained in this document is based on the economic, regulatory, market and other conditions as in effect on the date hereof and speak only as at the date as of which they are made, and the Trustee, the
Manager and the Banks expressly disclaim any obligation or undertaking to supplement, amend or disseminate any updates or revisions to any statements contained herein to reflect any change in events, conditions or
circumstances on which any such statements are based. By preparing this presentation, none of the Manager, its management, and their respective advisers undertakes any obligation to provide the recipient with access to
any additional information or to update this presentation or any additional information or to correct any inaccuracies in any such information which may become apparent.
This presentation has not been and will not be registered as a prospectus under the Monetary Authority of Singapore. Accordingly, this presentation is only addressed to and directed at persons in Singapore who are (i)
institutional investors under Section 274 of the Securities and Futures Act (Chapter 289 of Singapore) (“SFA”), or (ii) relevant persons pursuant to Section 275(1), or any persons pursuant to Section 275(1A), and in
accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
By reviewing this presentation, you are deemed to have represented and agreed that you and any customers you represent (1) are either an institutional investor as defined under Section 4A(1) of the SFA, a relevant person
as defined under Section 275(2) of the SFA or a person referred to in Section 275(1A) of the SFA, and (2) agree to be bound by the limitations and restrictions described herein. The distribution of this presentation in certain
jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions.
This presentation is not an offer for sale of securities in the United States or elsewhere where such offer would be unlawful. The securities of Soilbuild REIT described herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered, sold or delivered within the United States or to U.S. persons (as such terms as defined in Regulation S under the Securities Act) absent
from registration under or an applicable exemption from the registration requirements of the United States securities law. Neither the information contained in this presentation nor any copy hereof may be, directly or indirectly,
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be accepted.
By reviewing this presentation, you are deemed to have represented and agreed that you and any customers you represent are not a U.S. person and are outside of the United States and not acting for account or benefit U.S.
persons.
Disclaimer
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Overview of Soilbuild REIT
Investment
MandatePrimarily in business space assets located in
Singapore
Portfolio10 properties valued at S$1.09 billion(1)
NLA of 3.33 million sq ft
Sponsor
Soilbuild Group Holdings Ltd.
– Leading integrated property group based in
Singapore with close to 40 years of
experience
– NAV of c.S$600 million as of 31 December
2014
Sponsor
Stake 23.9%(2)
Manager SB REIT Management Pte. Ltd.
Credit
Rating BBB- (Standard & Poor’s)
Note:
(1) As at 31 March 2015; (2) Pro forma sponsor stake after the close of the S$90 million private placement (refer to SGX Announcement dated 22 April 2015).
Sponsor
Soilbuild Group
Holdings Ltd.
Public
Unitholders
Manager
SB REIT
Management Pte. Ltd.
23.9%(2) 76.1%(2)
100%
Trustee
DBS Trustee Limited
Property
Portfolio
Property Manager
SB Property Services
Pte. Ltd.
5
Soilbuild Business Space REIT aims to be a successful business space real estate
investment trust with a quality portfolio of assets to deliver stability and growth
Vision
To deliver stable and growing returns to Unitholders by actively managing our assets and
expanding our portfolio
Mission
Integrated Sponsor
PlatformLocation, Quality and
Specification of Assets
Our Competitive Advantage
Differentiated
Acquisition Capability
Overview of Soilbuild REIT
6
Soilbuild REIT Roadmap
16 Aug 2013:
Listed on SGX-ST
22 Jan 2014:
Assigned BBB- corporate
investment grade credit
rating
26 May 2014:
Completed maiden
acquisition of Tellus
Marine for S$18.2 million
16 Jul 2014:
Awarded “Best Investor
Relations” and “Best
Annual Report”
3Q 2014:
Solaris awarded National Parks
Landscape Excellence
Assessment Framework Award,
Asia Green Building Awards and
AIA Merit Award for Architecture
Excellence
31 October 2014:
Completed KTL Offshore
acquisition for S$55.7 million
23 Dec 2014:
Completed Speedy-Tech
acquisition for S$24.3 million
12 Mar 2015:
Announced acquisition of
Technics for S$98.1 million
17 Mar 2015:
Agreement with JTC
to pay Solaris Land
Premium upfront
11 Feb 2015:
Solaris Greenmark
Platinum award
renewed
22 Apr 2015:
Successful launch of Soilbuild
REIT’s first equity fund raising of
S$90 million via private placement
25 Apr 2015:
Set up of S$500 million
Medium Term Notes (“MTN”)
programme
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1. Committed Sponsor 5. Stability of cashflows
2. Strong Financial Position 3. Best-in-class portfolio 4. Favourable tenancy profile
– Well-staggered lease expiry profile with
WALE of 3.8 years(3) by Gross Rental
Income
– Aggregate leverage of 36.1%(1)
– Outperformance against
the IPO Forecast for all
six quarters
– c. 92% of debt hedged via interest rate
swaps(2)
– Good balance between multi-tenanted
and master lease properties
– Favourable security deposit
tenure for master leases
– Sponsorship by
leading integrated
property group
with 40 years of
track record
– Provides access to end-to-end
integrated real estate capabilities
– Sponsor ROFR pipeline could further
expand portfolio size
Notes:
(1) Pro forma aggregate leverage after the acquisition of 72 Loyang Way and close of the S$90 million private placement (refer to SGX Announcement dated 22 April 2015); (2) After interest rate swaps entered into on 15 April 2015; (3) As at
31 March 2015.
– Long-term master
leases provide
certainty
– Multi-tenanted properties anchored by
multinational companies (“MNCs”) with
established track record
– Corporate Investment grade
rating of BBB- from S&P
Compelling Credit Story
– Quality building specifications and
designs with established tenant
base
– Strategically located
portfolio
– Longest remaining land lease
tenure of 48.6 years(3)
– High proportion of business
park properties– Well-diversified tenant base
and trade sectors
– Portfolio occupancy of
100.0%(3)
1
2
3
4
5
Committed & Reputable
Sponsor
Best-in-class
Portfolio With
Unique Competitive
Strengths Favourable
Tenancy & Lease
Profile
Stability of
Cashflows
Strong Financial
Position & Prudent
Capital Management
Key Credit Highlights
9
Strong Support from Experienced Sponsor
Only
Industrial
REIT
Sponsor with
End-to-End
Integrated
Capabilities
B
Strong
Sponsor
Provides
Benefits to
Soilbuild
REIT
Integrated property group with 40 years track record in end-to-end construction and development
Provides financial strength with net asset value (“NAV”) of c. S$600 million(1)
Single focus – Soilbuild REIT is the Sponsor’s first and only REIT vehicle
Committed to support Soilbuild REIT over the long term with Sponsor stake of 23.9%
Sponsor pipeline of four ROFR assets with maximum potential GFA of 2.3 million sq ft
A
Construction
End-to-End Construction
BCA ‘A1’ grading for
general building
Multi-Discipline Team
Public & Private Sector
Range of Asset Classes
Balance Sheet
Focus on End Users
Innovative Designs
Quality
Location
Tenant Retention
Relationship with Brokers
Dedicated TeamEstablished Relationships
with Govt. Agencies
Asset Enhancements
Income Optimisation
Experienced Management
Team
Capital Management
Relationship with Vendors
Operations cover full spectrum of value chain
DevelopmentLease
Management
Asset / Property
Management
Fund
Management
Integrated
Real Estate
Platform
Note:
(1) As at 31 Dec 2014
1
2
3
4
5
Key Credit Highlights
Committed & Reputable
Sponsor
Best-in-class
Portfolio With
Unique Competitive
Strengths Favourable
Tenancy & Lease
Profile
Stability of
Cashflows
Strong Financial
Position & Prudent
Capital Management
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Balance Sheet Position
All figures S$’000 unless otherwise statedUnaudited Actual
as at 31 March 2015
Audited Actual as at
31 December 2014
Investment Properties 1,087,955 1,030,700
Other Assets 26,370 23,272
Total Assets 1,114,325 1,053,972
Borrowings 390,321 368,924
Other Liabilities 71,151 34,268
Net Assets 652,853 650,780
Units in Issue (‘000) 815,751 812,993
Net Asset Value per Unit (S$) 0.80 0.80
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Prudent Capital Management
Total Bank Financing Facilities Available S$385 million
Total Bank Debt Drawn Down S$374 million
Total Assets S$1,114 million
Aggregate Leverage 36.1%(2)
Average All-in Interest Cost 3.28%
% of Interest Cost fixed 92.2%(3)
Interest Coverage Ratio 4.7x
Weighted Average Debt Maturity 2.0 years
Debt Maturity Profile (1)
(S$ Million)
95 95 90 94
55
2015 2016 2017 2018
Debt Drawn Sponsor Interest-Free Loan
22.1% 22.1% 21.0% 34.8%% of Debt
Maturing
Notes:
(1) As at 31 March 2015; (2) Pro forma aggregate leverage after the acquisition of 72 Loyang Way and close of the S$90 million private placement (refer to SGX Announcement dated 22 April 2015); (3) After interest rate swaps entered into on
15 April 2015.
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Prudent Capital Management (Cont’d)
Financial MetricsActual
as at 31 March 2015
Actual as at
31 December 2014
Aggregate Leverage 38.5% 35.4%
Interest Coverage Ratio 4.7 5.3
Average Term to Maturity for Debt (in years) 2.0 2.1
Average All-In Cost of Debt 3.28% 3.19%
Bank debt facilities to date have been agreed on a club basis with banks such as DBS, UOB,
OCBC, HSBC, Citi and RHB Bank
Soilbuild REIT has been well supported by these banks and has ready access to S$ funding
Aggregate Leverage has been reduced to c. 36.1% after the recent private placement
The equity private placement was oversubscribed and achieved the tightest discount for
S-REITs in the past two years, confirming the support of investors
1
2
3
4
5
Key Credit Highlights
Committed & Reputable
Sponsor
Best-in-class
Portfolio With
Unique Competitive
Strengths Favourable
Tenancy & Lease
Profile
Stability of
Cashflows
Strong Financial
Position & Prudent
Capital Management
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NLA: 203,459 sq ft
Valuation: S$97.0 million
Technics Offshore
Portfolio Overview
Keppel
TerminalSentosa
Jurong Island
Jurong Port
Second Link
(Tuas Checkpoint)
PSA
Terminal
Tuas Port
(2022)
ONE-NORTH
CHANGISIMEI
EXPOJOO KOON
BOON LAY
PIONEER
BUONA VISTA
SolarisNLA: 441,533 sq ft
Valuation: S$357.2 million
Eightrium
NLA: 177,286 sq ft
Valuation: S$102.0 million
NLA: 1,240,583 sq ft
Valuation: S$319.0 million
COS PrintersNLA: 58,752 sq ft
Valuation: S$11.2 million
Tuas ConnectionNLA: 651,072 sq ft
Valuation: S$126.0 million
BK Marine
NLA: 73,737 sq ft
Valuation: S$15.3 million
West Park BizCentral
NLA: 312,375 sq ft
Valuation: S$62.0 million
Valuation(1) S$1,088.0 million
Total NLA 3.33 million sq ft
WALE (by GRI) 3.8 years
Occupancy 100%
Portfolio Summary
CBD
Industrial Properties
Business Park Properties
Tellus MarineNLA: 77,162 sq ft (2)
Valuation: S$15.0 million (2)
SEMBAWANG
NLA: 208,057 sq ft
Valuation: S$56.0 million
KTL Offshore
NK Ingredients
NLA: 93,767 sq ft
Valuation: S$24.3 million
Speedy-Tech
Notes:
(1) Based on Savills’ & Colliers’ valuations dated 31 December 2014. KTL Offshore and Speedy-Tech based on valuations carried out at the time of acquisition. The carrying value of Solaris is based on valuation report dated 17
Feburary 2015 by Colliers plus stamp duty on the upfront land premium incurred.
(2) NLA and Valuation excludes the construction of a new annex to Tellus Marine.
Proposed Acquisition
announced on
12 March 2015
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Portfolio Summary
Property TypeLease
Arrangement
Property
Age(1)
(Years)
Remaining
Land Lease(2)
(Years)
Occupancy
Rate(2)
FY2014
Gross Rental
(S$ Million)
Carrying
Value(3)
(S$ Million)
SolarisBusiness
Park
Master
Lease3.5 53 100.0% 17.0 357.2
West Park BizCentralMulti-User
Ramp-up Factory
Multi
Tenanted2.5 54 100.0% 23.4 319.0
Eightrium @ CBPBusiness
Park
Multi
Tenanted7.5 51 100.0% 9.0 102.0
Tuas ConnectionMulti-User
Land Based Factory
Multi
Tenanted4.7 36 100.0% 10.7 126.0
NK IngredientsSingle-User
Factory
Master
Lease
Ph1: 23.7
Ph2: 7.7 (4)32 100.0% 4.7 62.0
COS PrintersSingle-User
Factory
Master
Lease18.2 27 100.0% 0.9 11.2
Beng Kuang MarineSingle-User
Factory
Master
Lease14.9 42 100.0% 1.1 15.3
Tellus MarineSingle-User
Factory
Master
Lease16.5 39 100.0% 1.2 (5) 15.0 (7)
KTL OffshoreSingle-User
Factory
Master
Lease
No. 61: 5.6
No. 71: 5.951 100.0% 3.7 (5) 56.0
Speedy-TechSingle-User
Factory
Master
Lease11.2 35 100.0% 1.8 (5) 24.3
Total Portfolio 5.6 48.6 100.0% 73.5 (6) 1,088.0
Notes:
(1) Age from issue of CSC (as at 31 Mar 2015); (2) As at 31 Mar 2015; (3) Based on Savills’ & Colliers’ valuations as at 31 December 2014. The carrying value of Solaris is based on the valuation report dated 17 February 2015 by
Colliers plus stamp duty on the Solaris upfront land premium incurred; (4) Phase 1 of development received CSC in Jul 1991 and Phase 2 of development received CSC in Aug 2007; (5) Annualised Gross Rental Income for FY2014;
(6) Includes annualised gross rental income for Tellus Marine, KTL Offshore and Speedy-Tech, Actual FY2014 Gross Rental Income was S$68.1 million; (7) Valuation excludes the construction of a new annex to Tellus Marine.
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Best-in-Class Portfolio
Properties well regarded and have
won multiple accolades
Weighted average age of 5.6 years(1)
Longest Land Lease Expiry of 48.6 years(2)
Sponsor Properties designed and constructed to offer high
specifications (e.g. Exclusivity, high power voltage, direct ramp-
up access and flexible configurations), resulting in strong tenant
demand
Notes:
(1) Age from issue of CSC; Weighted by GFA; (2) Weighted by valuation as at 31 Dec 2014; (3) Source: Phillip Securities Research Report dated 16 March 2015.
Underlying Land Lease Tenures(3)
(Years)
48.646.1 45.8
43.040.9 40.5
38.4 37.9
30.6
AREIT MINT MLT Viva AIMS AMP CIT Sabana Cache
Efficient Designs and High Quality Building
SpecificationsB
Strong Tenant DemandC
One of the Youngest Portfolios of Business Space
PropertiesD
Located close to key technology, media and back office hubs,
logistics clusters and transportation ports
Situated close to major road infrastructures and MRT stations
Strategic Locations and Excellent ConnectivityA
1
2
3
4
5
Key Credit Highlights
Committed & Reputable
Sponsor
Best-in-class
Portfolio With
Unique Competitive
Strengths Favourable
Tenancy & Lease
Profile
Stability of
Cashflows
Strong Financial
Position & Prudent
Capital Management
19
MNC69%
SME26%
Government Agency
5%
12%
15%
32%
23%
7%
1%1% 2% 5% 2% Eightrium @ Changi Business
ParkTuas Connection
West Park BizCentral
Solaris
NK Ingredients
COS Printers
Beng Kuang Marine
Tellus Marine
KTL Offshore
Speedy-Tech
% of Monthly
Gross Rental
Income
Well-Diversified Portfolio
111
tenants in
portfolio
1. Portfolio Income Spread
By Property
1Q FY2015
Gross
Revenue
S$18.6 million
2. Well-spread Trade Sectors(1)
By Gross Rental Income
3. Diversified Tenant Base(1)
By Gross Rental Income
4. Balanced Portfolio with Growth Upside
By Net Property Income
Note:
(1) Inclusive of underlying tenants at Solaris
1Q FY2015
NPI
S$15.8 million
12%
4%
14%
11%
11%6%
6%
8%
2%
2%
4%
20%
Marine Offshore
Oil & Gas
Precision Engineering, Electricaland Machinery ProductsChemicals
Electronics
Fabricated Metal Products
Publishing, Printing & Reproductionof Recorded MediaInformation Technology
Supply Chain Management, 3rdParty Logistics, Freight ForwardingConstruction
Food Products & Beverages
Others
Multi-Tenanted52%
Master Lease48%
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Quality & Diverse Tenant Base
Top 10 Tenants
By Gross Rental Income (1)
Notes:
(1) For the month of March 2015 and includes underlying tenants at Solaris.
6.7%
4.7%
4.7%
4.5%
4.3%
4.1%
3.7%
3.5%
2.8%
2.5%
NK Ingredients Pte Ltd
SPRING Singapore
KTL Offshore Pte Ltd
John, Wiley & Sons (Asia) Pte Ltd
SB Storage Pte Ltd
Autodesk Asia Pte Ltd
Mediatek Singapore Pte Ltd
Nestle Singapore (Pte) Ltd
Dyson Operations Pte Ltd
Speedy-Tech
The largest tenant accounts for 6.7% of gross rental income
Included in the Top 10 tenants are well-established MNCs
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18.4%
16.6%
11.5%
22.4%
31.1%
14.1%15.3%
11.9%
32.8%
25.9%
2014 2015 2016 2017 2018 >2018
Lease Expiry Profile by NLA Lease Expiry Profile by Rental Income
29.7%
17.0%
Well Staggered Lease Expiry Profile
WALE (by NLA)
4.0 years
WALE(by Gross Rental Income)
3.8 years
Portfolio Lease Expiry Profile
By % of NLA & % of Rental Income
Lease Renewed / Re-let
1
2
3
4
5
Key Credit Highlights
Committed & Reputable
Sponsor
Best-in-class
Portfolio With
Unique Competitive
Strengths Favourable
Tenancy & Lease
Profile
Stability of
Cashflows
Strong Financial
Position & Prudent
Capital Management
23
Embedded Stability Mechanisms
5 Years
7 Years
7 Years
10 Years
10 Years
10 Years
15 Years
Solaris
KTL Offshore
BK Marine
Speedy-Tech
Tellus Marine
COS Printers
NK Ingredients
Long-term Master Leases Provide Stability
Lease Term from start of Master Lease Agreement
Long Security Deposits Mitigate Cashflow Risk
No. of Months
Quality Underlying Tenants of Multi-tenanted Properties
12.0
12.0
12.0
6.0
18.0
12.0
12.0
Solaris
KTL Offshore
BK Marine
Speedy-Tech
Tellus Marine
COS Printers
NK Ingredients
Eightrium
Nestle 32%
DBS13%
Other tenants
55%
By % of FY2014 Gross Rental Income
Solaris West Park BizCentral
15%
15%
12%
6%
Other tenants
51%
Store12%
Dyson7%
Other tenants
80%
25
Overview of the MTN Programme
Issuer DBS Trustee Limited (in its capacity as REIT trustee for Soilbuild REIT) (the “Issuer”)
Programme Multicurrency Medium Term Note Programme (the “Programme”)
Programme Size S$500 million
Currency Notes may be issued in any currency agreed between the Issuer and the Dealer(s)
Purpose The proceeds can be used for refinancing, new investments and for working capital
Distribution Reg S, Sections 274 and/or 275 of the Securities and Futures Act of Singapore
Listing The Programme shall be listed on the SGX-ST
Each Series of the Notes may, if so agreed between the Issuer and the relevant Dealer(s), be listed on the
SGX-ST or any other recognized stock exchange(s) as may be agreed between parties
Negative Pledge Negative pledge applies
Financial Covenants Consolidated Total Borrowings to Consolidated Total Assets will not be at any time more than 0.60:1
Consolidated EBITDA to Consolidated Interest Expense will not be at any time less than 1.5:1
Governing Law Singapore Law
Under the S$500 million MTN Programme, the Issuer may from time to time issue
Notes or Perpetual Securities denominated in any agreed currency
26
Conclusion
Committed Sponsor1
Stable Operational Performance4
Prudent Capital Management2
Best-in-class Portfolio3
Key Contacts:
Thank You
Shane HaganChief Executive OfficerTel: (65) 6415 5980
Email: [email protected]
Lim Hui HuaChief Financial OfficerTel: (65) 6415 5985
Email: [email protected]