Alexandr

508 Pages·2011·8.83 MB·English

(a real estate investment trust constituted on 25 August 2005
under the laws of the Republic of Singapore)
IPO Portfolio Key Facts1 Mapletree Commercial Trust (“MCT”) is a
Singapore-focused real estate investment trust
M (“REIT”) established with the principal investment
A PPRROOSSPPEECCTTUUSS DDAATTEEDD 1188 AAPPRRIILL 22001111 Total Portfolio Value objective of investing on a long-term basis, directly
P (Registered with the Monetary Authority of Singapore on 18 April 2011) or indirectly, in a diversifi ed portfolio of income-
This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, 2.8
L solicitor, accountant or other professional adviser. producing real estate used primarily for offi ce
S$
E Offering of 712,894,000 Units (subject to the Over-Allotment Option (as defi ned herein)) and/or retail purposes, whether wholly or partially,
Offering Price: S$0.88 per Unit
T in Singapore, as well as real estate related assets2.
MAPLETREE COMMERCIAL TRUST MANAGEMENT LTD. (Company Prior to the Offering, there has been no market for the Units. The offer of Units Investors who are members of the Central Provident Fund in Singapore (“CPF”)
R Registration No. 200708826C), as manager (the “Manager”) of Mapletree under this Prospectus will be by way of an initial public offering in Singapore. may use their CPF Ordinary Account savings to purchase or subscribe for Units billion
E Commercial Trust (“MCT”), is making an offering (the “Offering”) of 712,894,000 Application has been made to the Singapore Exchange Securities Trading as an investment included under the CPF Investment Scheme — Ordinary The initial portfolio of MCT comprises three
units representing undivided interests in MCT (“Units”) for subscription at the Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST Account. CPF members are allowed to invest up to 35.0% of the Investible properties located in the heart of Singapore’s
E Offering Price (as defi ned below) (the “Offering Units”). (i) all Units comprised in the Offering, (ii) the Sponsor Units, (iii) the Cornerstone Savings (as defi ned herein) in their CPF Ordinary Accounts to purchase or
Units, and (iv) all the Units which will be issued to the Manager from time to time subscribe for Units. Net Lettable Area (“NLA”) Southern Corridor that are valued at S$2.8 billion3
The Offering consists of (i) an international placement of 548,059,000 Units in full or part payment of the Manager’s fees. Such permission will be granted
C
to investors, including institutional and other investors in Singapore (the when MCT has been admitted to the Offi cial List of the SGX-ST (such date being Investors applying for Units by way of Application Forms or Electronic Applications in aggregate as at 30 November 2010.
1.8
O “Placement Tranche”) and (ii) an offering of 164,835,000 Units to the public in the “Listing Date”). Acceptance of applications for Units will be conditional (both as referred to in “Appendix H – Terms, Conditions and Procedures for
Singapore (the “Public Offer”), of which 30,769,000 Units will be reserved for upon issue of the Units and upon permission being granted by the SGX-ST to Application for and Acceptance of the Units in Singapore”) in the Public Offer
The Southern Corridor envelops the area around
M subscription by the directors, management, employees and business associates list the Units. In the event that such permission is not granted or if the Offering will pay the Offering Price on application, subject to a refund of the full amount
of Mapletree Investments Pte Ltd (“MIPL” or the “Sponsor”) and its subsidiaries is not completed for any other reason, application monies will be returned in full, or, as the case may be, the balance of the application monies (in each case, the southern coast of Singapore from the western
(the “Reserved Units”). at each investor’s own risk, without interest or any share of revenue or other without interest or any share of revenue or other benefi t arising therefrom),
M benefi t arising therefrom, and without any right or claim against any of MCT, the where (i) an application is rejected or accepted in part only or (ii) the Offering fringe of Singapore’s central business district
million sq ft
The issue price of each Unit under the Offering (the “Offering Price”) is S$0.88 Manager, DBS Trustee Limited, as trustee of MCT (the “Trustee”), the Sponsor does not proceed for any reason.
E per Unit. The joint global coordinators for the Offering are Citigroup Global or the Joint Bookrunners. (“CBD”) along Keppel Road, extends westwards
Markets Singapore Pte. Ltd., DBS Bank Ltd., Deutsche Bank AG, Singapore In connection with the Offering, the Joint Bookrunners have been granted an over-
R Branch and Goldman Sachs (Singapore) Pte. (together, the “Joint Global MCT has received a letter of eligibility from the SGX-ST for the listing and allotment option (the “Over-Allotment Option”) by Sienna Pte. Ltd. (the “Unit along the south-western coast of Singapore
C Coordinators”). The Offering is fully underwritten at the Offering Price by quotation of (i) all Units comprised in the Offering, (ii) the Sponsor Units, (iii) Lender”), a company incorporated in Singapore that is a wholly-owned subsidiary Portfolio Occupancy towards Pasir Panjang, and includes Sentosa.
Citigroup Global Markets Singapore Pte. Ltd., CIMB Bank Berhad, Singapore the Cornerstone Units and (iv) all the Units which will be issued to the Manager of the Sponsor, exercisable by Citigroup Global Markets Singapore Pte. Ltd. (the
IA BSaracnhcsh (,S DinBgSa pBoaren)k P Ltetd. .(,c oDlleeucttsivcehley, Bthaen “kJ AoGin,t SBinogoakpruornen eBrrsa,n Icshs uaen dM Ganoladgmearns fBrooamrd t imofe t htoe tSimGXe -iSnT .f uMll CoTr’ sp aerltig pibaiylimty etnot loisft tohne tMhea nMagaeinr’ sB ofeaersd oonf tthhee SMGaXin- “BSotoakbruilnisnienrgs ,M ina nfualgl eorr” i)n ( opr aarnt,y oonf iotsn ea ffio lria mteosr) ein o ccocnassuioltnasti,o onn wlyi thfr othme tohthe eLr isJtoiningt 98.0
and Underwriters” or the “Joint Bookrunners”) on the terms and subject to ST is not an indication of the merits of the Offering, MCT, the Manager, the Date but no later than the earlier of (i) the date falling 30 days from the Listing
L the conditions of the Underwriting Agreement (as defi ned herein). Trustee, the Sponsor, the Joint Bookrunners or the Units. The SGX-ST assumes Date and (ii) the date when the Stabilising Manager (or any of its affi liates or % 2 For the purpose of MCT‘s principal investment objective, Mapletree Business City and
no responsibility for the correctness of any statements or opinions made or other persons acting on behalf of the Stabilising Manager) has bought, on the The Comtech, being part of the ROFR Properties (as defi ned herein) and described
T The total number of Units in issue as at the date of this Prospectus is reports contained in this Prospectus. Admission to the Offi cial List of the SGX- SGX-ST, an aggregate of 101,509,000 Units (representing 14.2% of the total elsewhere in this Prospectus, will be considered to be within the principal
364,800,000 Units which are held by the Sponsor through its wholly-owned ST is not to be taken as an indication of the merits of the Offering, MCT, the number of Units in the Offering) to undertake stabilising actions, to purchase up investment objective of MCT.
R subsidiary, The HarbourFront Pte Ltd, which will be consolidated to 109,890,110 Manager or the Units. to an aggregate of 101,509,000 Units (representing 14.2% of the total number
Units as described in “Ownership of Units - Existing Units” (the “Sponsor Initial of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment 3 Based on the higher of the appraised values by the two independent valuers, CB Richard
U Units”). The total number of outstanding Units immediately after completion of The collective investment scheme offered in this Prospectus is an Option will not increase the total number of Units outstanding. In connection with Ellis (Pte) Ltd (“CBRE”) and DTZ Debenham Tie Leung (SEA) Pte Ltd (“DTZ”).
the Offering will be 1,861,000,000 Units. authorised scheme under the Securities and Futures Act, Chapter 289 the Offering, the Stabilising Manager (or any of its affi liates or other persons acting 1 As at 30 November 2010
S of Singapore (the “Securities and Futures Act” or the “SFA”). A copy of on behalf of the Stabilising Manager) may, in consultation with the other Joint
Concurrently with, but separate from the Offering, HarbourFront Eight Pte Ltd, this Prospectus has been lodged with, and registered by, the Monetary Bookrunners and at its discretion, over-allot or effect transactions which stabilise
T
HarbourFront Place Pte. Ltd. and Sienna Pte. Ltd., all of which are wholly-owned Authority of Singapore (the “MAS” or the “Authority”). The MAS assumes or maintain the market price of the Units at levels that might not otherwise prevail
subsidiaries of the Sponsor, have each entered into a subscription agreement no responsibility for the contents of this Prospectus. Lodgement with, in the open market. However, there is no assurance that the Stabilising Manager
I (the “Sponsor Subscription Agreements”) to subscribe for an aggregate of or registration by, the MAS of this Prospectus does not imply that the (or any of its affi liates or other persons acting on behalf of the Stabilising Manager)
P 736,018,890 Units (the “Sponsor Subscription Units”, together with the Securities and Futures Act or any other legal or regulatory requirements will undertake stabilising action. Such transactions may be effected on the SGX-
Sponsor Initial Units, the “Sponsor Units”) at the Offering Price conditional have been complied with. The MAS has not, in any way, considered the ST and in other jurisdictions where it is permissible to do so, in each case in
O
upon the Underwriting Agreement having been entered into, and not having investment merits of the collective investment scheme. This Prospectus compliance with all applicable laws and regulations.
been terminated, pursuant to its terms on or prior to the Settlement Date (as will expire on 17 April 2012 (12 months after the date of the registration

P defi ned herein). of this Prospectus). Nothing in this Prospectus constitutes an offer for securities for sale in the
United States or any other jurisdiction where it is unlawful to do so. The Units
R In addition, concurrently with, but separate from the Offering, each of the See “Risk Factors” commencing on page 49 of this Prospectus for a have not been and will not be registered under the U.S. Securities Act of 1933,
Cornerstone Investors (as defi ned herein) has entered into a subscription discussion of certain factors to be considered in connection with an as amended (the “Securities Act”) or the securities law of any state of the
O agreement with the Manager (collectively, the “Cornerstone Subscription investment in the Units. None of the Manager, the Trustee, the Sponsor or United States and the Units may not be offered or sold within the United States
Agreements”) to subscribe for an aggregate of 302,197,000 Units (the the Joint Bookrunners guarantees the performance of MCT, the repayment except pursuant to an exemption from, or in a transaction not subject to, the
S “Cornerstone Units”), at the Offering Price conditional upon the Underwriting of capital or the payment of a particular return on the Units. registration requirements of the Securities Act and applicable state or local
Agreement having been entered into, and not having been terminated pursuant securities laws. The Units are being offered and sold outside of the United
P
to its terms on or prior to the Settlement Date. States (including to institutional and other investors in Singapore) in reliance on
E Regulation S under the Securities Act (“Regulation S”).
C Joint Global Co-ordinators
T Sponsored by
Mapletree Commercial Trust Management Ltd.
U
10 Pasir Panjang Road S Joint Bookrunners, Issue Managers and Underwriters
#13-01 Mapletree Business City Alexandra
Singapore 117438
Mapletree Investments Pte Ltd
Precinct
www.mapletreecommercialtrust.com.sg Co-Managers and Sub-Underwriters
Oversea-Chinese Banking United Overseas
Corporation Limited Bank Limited
(a real estate investment trust constituted on 25 August 2005
under the laws of the Republic of Singapore)
IPO Portfolio Key Facts1 Mapletree Commercial Trust (“MCT”) is a
Singapore-focused real estate investment trust
M (“REIT”) established with the principal investment
A PPRROOSSPPEECCTTUUSS DDAATTEEDD 1188 AAPPRRIILL 22001111 Total Portfolio Value3 objective of investing on a long-term basis, directly
P (Registered with the Monetary Authority of Singapore on 18 April 2011) or indirectly, in a diversifi ed portfolio of income-
This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, 2.8
L solicitor, accountant or other professional adviser. producing real estate used primarily for offi ce
S$
E Offering of 712,894,000 Units (subject to the Over-Allotment Option (as defi ned herein)) and/or retail purposes, whether wholly or partially,
Offering Price: S$0.88 per Unit
T in Singapore, as well as real estate related assets2.
MAPLETREE COMMERCIAL TRUST MANAGEMENT LTD. (Company Prior to the Offering, there has been no market for the Units. The offer of Units Investors who are members of the Central Provident Fund in Singapore (“CPF”)
R Registration No. 200708826C), as manager (the “Manager”) of Mapletree under this Prospectus will be by way of an initial public offering in Singapore. may use their CPF Ordinary Account savings to purchase or subscribe for Units billion
E Commercial Trust (“MCT”), is making an offering (the “Offering”) of 712,894,000 Application has been made to the Singapore Exchange Securities Trading as an investment included under the CPF Investment Scheme — Ordinary The initial portfolio of MCT comprises three
units representing undivided interests in MCT (“Units”) for subscription at the Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST Account. CPF members are allowed to invest up to 35.0% of the Investible properties located in the heart of Singapore’s
E Offering Price (as defi ned below) (the “Offering Units”). (i) all Units comprised in the Offering, (ii) the Sponsor Units, (iii) the Cornerstone Savings (as defi ned herein) in their CPF Ordinary Accounts to purchase or
Units, and (iv) all the Units which will be issued to the Manager from time to time subscribe for Units. Net Lettable Area (“NLA”) Southern Corridor that are valued at S$2.8 billion3
The Offering consists of (i) an international placement of 548,059,000 Units in full or part payment of the Manager’s fees. Such permission will be granted
C
to investors, including institutional and other investors in Singapore (the when MCT has been admitted to the Offi cial List of the SGX-ST (such date being Investors applying for Units by way of Application Forms or Electronic Applications in aggregate as at 30 November 2010.
1.8
O “Placement Tranche”) and (ii) an offering of 164,835,000 Units to the public in the “Listing Date”). Acceptance of applications for Units will be conditional (both as referred to in “Appendix H – Terms, Conditions and Procedures for
Singapore (the “Public Offer”), of which 30,769,000 Units will be reserved for upon issue of the Units and upon permission being granted by the SGX-ST to Application for and Acceptance of the Units in Singapore”) in the Public Offer
The Southern Corridor envelops the area around
M subscription by the directors, management, employees and business associates list the Units. In the event that such permission is not granted or if the Offering will pay the Offering Price on application, subject to a refund of the full amount
of Mapletree Investments Pte Ltd (“MIPL” or the “Sponsor”) and its subsidiaries is not completed for any other reason, application monies will be returned in full, or, as the case may be, the balance of the application monies (in each case, the southern coast of Singapore from the western
(the “Reserved Units”). at each investor’s own risk, without interest or any share of revenue or other without interest or any share of revenue or other benefi t arising therefrom),
M benefi t arising therefrom, and without any right or claim against any of MCT, the where (i) an application is rejected or accepted in part only or (ii) the Offering fringe of Singapore’s central business district
million sq ft
The issue price of each Unit under the Offering (the “Offering Price”) is S$0.88 Manager, DBS Trustee Limited, as trustee of MCT (the “Trustee”), the Sponsor does not proceed for any reason.
E per Unit. The joint global coordinators for the Offering are Citigroup Global or the Joint Bookrunners. (“CBD”) along Keppel Road, extends westwards
Markets Singapore Pte. Ltd., DBS Bank Ltd., Deutsche Bank AG, Singapore In connection with the Offering, the Joint Bookrunners have been granted an over-
R Branch and Goldman Sachs (Singapore) Pte. (together, the “Joint Global MCT has received a letter of eligibility from the SGX-ST for the listing and allotment option (the “Over-Allotment Option”) by Sienna Pte. Ltd. (the “Unit along the south-western coast of Singapore
C Coordinators”). The Offering is fully underwritten at the Offering Price by quotation of (i) all Units comprised in the Offering, (ii) the Sponsor Units, (iii) Lender”), a company incorporated in Singapore that is a wholly-owned subsidiary Portfolio Occupancy towards Pasir Panjang, and includes Sentosa.
Citigroup Global Markets Singapore Pte. Ltd., CIMB Bank Berhad, Singapore the Cornerstone Units and (iv) all the Units which will be issued to the Manager of the Sponsor, exercisable by Citigroup Global Markets Singapore Pte. Ltd. (the
IA BSaracnhcsh (,S DinBgSa pBoaren)k P Ltetd. .(,c oDlleeucttsivcehley, Bthaen “kJ AoGin,t SBinogoakpruornen eBrrsa,n Icshs uaen dM Ganoladgmearns fBrooamrd t imofe t htoe tSimGXe -iSnT .f uMll CoTr’ sp aerltig pibaiylimty etnot loisft tohne tMhea nMagaeinr’ sB ofeaersd oonf tthhee SMGaXin- “BSotoakbruilnisnienrgs ,M ina nfualgl eorr” i)n ( opr aarnt,y oonf iotsn ea ffio lria mteosr) ein o ccocnassuioltnasti,o onn wlyi thfr othme tohthe eLr isJtoiningt 98.0
and Underwriters” or the “Joint Bookrunners”) on the terms and subject to ST is not an indication of the merits of the Offering, MCT, the Manager, the Date but no later than the earlier of (i) the date falling 30 days from the Listing
L the conditions of the Underwriting Agreement (as defi ned herein). Trustee, the Sponsor, the Joint Bookrunners or the Units. The SGX-ST assumes Date and (ii) the date when the Stabilising Manager (or any of its affi liates or % 2 For the purpose of MCT‘s principal investment objective, Mapletree Business City and
no responsibility for the correctness of any statements or opinions made or other persons acting on behalf of the Stabilising Manager) has bought, on the The Comtech, being part of the ROFR Properties (as defi ned herein) and described
T The total number of Units in issue as at the date of this Prospectus is reports contained in this Prospectus. Admission to the Offi cial List of the SGX- SGX-ST, an aggregate of 101,509,000 Units (representing 14.2% of the total elsewhere in this Prospectus, will be considered to be within the principal
364,800,000 Units which are held by the Sponsor through its wholly-owned ST is not to be taken as an indication of the merits of the Offering, MCT, the number of Units in the Offering) to undertake stabilising actions, to purchase up investment objective of MCT.
R subsidiary, The HarbourFront Pte Ltd, which will be consolidated to 109,890,110 Manager or the Units. to an aggregate of 101,509,000 Units (representing 14.2% of the total number
Units as described in “Ownership of Units - Existing Units” (the “Sponsor Initial of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment 3 Based on the higher of the appraised values by the two independent valuers, CB Richard
U Units”). The total number of outstanding Units immediately after completion of The collective investment scheme offered in this Prospectus is an Option will not increase the total number of Units outstanding. In connection with Ellis (Pte) Ltd (“CBRE”) and DTZ Debenham Tie Leung (SEA) Pte Ltd (“DTZ”).
the Offering will be 1,861,000,000 Units. authorised scheme under the Securities and Futures Act, Chapter 289 the Offering, the Stabilising Manager (or any of its affi liates or other persons acting 1 As at 30 November 2010.
S of Singapore (the “Securities and Futures Act” or the “SFA”). A copy of on behalf of the Stabilising Manager) may, in consultation with the other Joint
T Concurrently with, but separate from the Offering, HarbourFront Eight Pte Ltd, this Prospectus has been lodged with, and registered by, the Monetary Bookrunners and at its discretion, over-allot or effect transactions which stabilise
HarbourFront Place Pte. Ltd. and Sienna Pte. Ltd., all of which are wholly-owned Authority of Singapore (the “MAS” or the “Authority”). The MAS assumes or maintain the market price of the Units at levels that might not otherwise prevail
subsidiaries of the Sponsor, have each entered into a subscription agreement no responsibility for the contents of this Prospectus. Lodgement with, in the open market. However, there is no assurance that the Stabilising Manager
I (the “Sponsor Subscription Agreements”) to subscribe for an aggregate of or registration by, the MAS of this Prospectus does not imply that the (or any of its affi liates or other persons acting on behalf of the Stabilising Manager)
P 736,018,890 Units (the “Sponsor Subscription Units”, together with the Securities and Futures Act or any other legal or regulatory requirements will undertake stabilising action. Such transactions may be effected on the SGX-
Sponsor Initial Units, the “Sponsor Units”) at the Offering Price conditional have been complied with. The MAS has not, in any way, considered the ST and in other jurisdictions where it is permissible to do so, in each case in
O
upon the Underwriting Agreement having been entered into, and not having investment merits of the collective investment scheme. This Prospectus compliance with all applicable laws and regulations.
been terminated, pursuant to its terms on or prior to the Settlement Date (as will expire on 17 April 2012 (12 months after the date of the registration

P defi ned herein). of this Prospectus). Nothing in this Prospectus constitutes an offer for securities for sale in the
United States or any other jurisdiction where it is unlawful to do so. The Units
R In addition, concurrently with, but separate from the Offering, each of the See “Risk Factors” commencing on page 49 of this Prospectus for a have not been and will not be registered under the U.S. Securities Act of 1933,
Cornerstone Investors (as defi ned herein) has entered into a subscription discussion of certain factors to be considered in connection with an as amended (the “Securities Act”) or the securities law of any state of the
O agreement with the Manager (collectively, the “Cornerstone Subscription investment in the Units. None of the Manager, the Trustee, the Sponsor or United States and the Units may not be offered or sold within the United States
Agreements”) to subscribe for an aggregate of 302,197,000 Units (the the Joint Bookrunners guarantees the performance of MCT, the repayment except pursuant to an exemption from, or in a transaction not subject to, the
S “Cornerstone Units”), at the Offering Price conditional upon the Underwriting of capital or the payment of a particular return on the Units. registration requirements of the Securities Act and applicable state or local
Agreement having been entered into, and not having been terminated pursuant securities laws. The Units are being offered and sold outside of the United
P
to its terms on or prior to the Settlement Date. States (including to institutional and other investors in Singapore) in reliance on
E Regulation S under the Securities Act (“Regulation S”).
C Joint Global Co-ordinators
T Sponsored by
Mapletree Commercial Trust Management Ltd.
U
10 Pasir Panjang Road S Joint Bookrunners, Issue Managers and Underwriters
#13-01 Mapletree Business City Alexandra
Singapore 117438
Mapletree Investments Pte Ltd
Precinct
www.mapletreecommercialtrust.com.sg Co-Managers and Sub-Underwriters
Oversea-Chinese Banking United Overseas
Corporation Limited Bank Limited
IPO Portfolio Highlights
VivoCity Bank of America Merrill Lynch HarbourFront PSA Building
• VivoCity - Singapore’s largest mall located in the
HarbourFront Precinct1 IPO Portfolio Summary as at 30 November 2010
• Bank of America Merrill Lynch HarbourFront (“MLHF”)
- a premium offi ce building located in the HarbourFront Diverse Tenant Mix VivoCity MLHF PSAB IPO Portfolio
Precinct
PSAB(Ex-AE)1 PSAB AE Area2 Total
• PSA Building (“PSAB”) - a landmark offi ce-retail
Trade Sector By Gross Rental Income2
building in the Alexandra Precinct with upcoming Type Retail Offi ce Offi ce Offi ce / Retail Offi ce / Retail
Alexandra Retail Centre Others
Government 8% Food & Beverage 1,668,138 1,770,642
Related Agencies 21% NLA (sq ft) 1,037,576 216,561 414,001 102,505
2% (Ex-AE) (Incl PSAB AE)
Entertainment
3% Year of Completion 2006 2008 1985 -
Beauty
Portfolio Competitive Strengths 4%
Valuation3 (S$m) 1,982.0 311.0 453.0 75.84 2,821.84
Shipping
Transport
7% Occupancy (%) 99.7 100.0 92.5 - 98.0 -
• Excellent connectivity Fashion
Fashion Related 18% WALE5 by NLA (Years) 1.64 7.01 3.38 - 2.761
• Large catchment area and strategic location 7%
• High occupancy rates Hypermart / Number of Tenants 295 1 41 - 337
Departmental Store
• Diverse and quality tenant base 9% Real Estate & 1 Excludes (a) seven fl oors of leases, amounting to a total leased area of 114,960 sq ft, which have been sub-leased on a long-term basis to the Minister for Finance and The Maritime and Port Authority
Lifestyle Finance of Singapore, in both cases for a period of 97 years and nine months less one day commencing from 1 January 1999 (the “PSAB Long Term Leases”) and (b) the PSAB AE Area.
• Favourable lease profi le with embedded organic 10% 11% 2 PSAB AE is deemed to have an expected NLA of 102,505 sq ft upon completion around end 2011.
3 Based on the higher of the appraised values by CBRE and DTZ.
growth potential 4 Market value in existing state of construction.
1 As defi ned in the Prospectus dated 18 April 2011. 5 Weighted Average Lease duration to Expiry.
2 For the month of November 2010.
IPO Portfolio Highlights
VivoCity Bank of America Merrill Lynch HarbourFront PSA Building
• VivoCity - Singapore’s largest mall located in the
HarbourFront Precinct1 IPO Portfolio Summary as at 30 November 2010
• Bank of America Merrill Lynch HarbourFront (“MLHF”)
- a premium offi ce building located in the HarbourFront Diverse Tenant Mix VivoCity MLHF PSAB IPO Portfolio
Precinct
PSAB(Ex-AE)1 PSAB AE Area2 Total
• PSA Building (“PSAB”) - a landmark offi ce-retail
Trade Sector By Gross Rental Income2
building in the Alexandra Precinct with upcoming Type Retail Offi ce Offi ce Offi ce / Retail Offi ce / Retail
Alexandra Retail Centre Others
Government 8% Food & Beverage 1,668,138 1,770,642
Related Agencies 21% NLA (sq ft) 1,037,576 216,561 414,001 102,505
2% (Ex-AE) (Incl PSAB AE)
Entertainment
3% Year of Completion 2006 2008 1985 -
Beauty
Portfolio Competitive Strengths 4%
Valuation3 (S$m) 1,982.0 311.0 453.0 75.84 2,821.84
Shipping
Transport
7% Occupancy (%) 99.7 100.0 92.5 - 98.0 -
• Excellent connectivity Fashion
Fashion Related 18% WALE5 by NLA (Years) 1.64 7.01 3.38 - 2.761
• Large catchment area and strategic location 7%
• High occupancy rates Hypermart / Number of Tenants 295 1 41 - 337
Departmental Store
• Diverse and quality tenant base 9% Real Estate & 1 Excludes (a) seven fl oors of leases, amounting to a total leased area of 114,960 sq ft, which have been sub-leased on a long-term basis to the Minister for Finance and The Maritime and Port Authority
Lifestyle Finance of Singapore, in both cases for a period of 97 years and nine months less one day commencing from 1 January 1999 (the “PSAB Long Term Leases”) and (b) the PSAB AE Area.
• Favourable lease profi le with embedded organic 10% 11% 2 PSAB AE is deemed to have an expected NLA of 102,505 sq ft upon completion around end 2011.
3 Based on the higher of the appraised values by CBRE and DTZ.
growth potential 4 Market value in existing state of construction.
1 As defi ned in the Prospectus dated 18 April 2011. 5 Weighted Average Lease duration to Expiry.
2 For the month of November 2010.
Investment Highlights
Why invest
in Mapletree
Commercial Trust?
VivoCity Alexandra Retail Centre Artist Impression Alexandra Retail Centre Artist Impression
1 2 3
Unique exposure to premier
Stable & resilient
commercial precincts strategically
portfolio anchored by
located in the heart of Singapore’s
Singapore’s largest mall
Southern Corridor Unparalleled platform for growth
Mapletree Business City
• Best-in-class commercial assets in the HarbourFront and • Positioned for robust retail sector and recovery in offi ce Poised for Superior Long Term Growth
Alexandra Precincts sector in Singapore
• Both Precincts are vibrant commercial hubs of scale with • VivoCity is Singapore’s largest mall with over 1 million sq ft Strong Potential Acquisition
Substantial Embedded Organic Active Asset Management and
Pipeline of approximately
complementary work, live and play concept of NLA and attracts more than 40 million visitors annually Rental Growth Asset Enhancement
5.1m sq ft of NLA2
• The Precincts are in close proximity to Sentosa, a • Gateway to Sentosa, where visitor arrival is expected
premier family, tourist and lifestyle destination to increase by up to 155% to reach 20 million for
• Leases with rental escalation through fi xed • Ongoing tenant mix improvement and return • Potential threefold increase in portfolio
• Superior transport connectivity further enhanced with FY2010/2011 step-ups optimisation at VivoCity size (NLA) from acquisition of the Right
expected completion of the Circle Line by end 2011 • Well positioned to capitalise on growth in retail sales and Step-ups1 • PSAB Offi ce – Offi ce tower upgrade of First Refusal (ROFR) Properties from
the Sponsor
• Future developments and transformational growth in the tourist spending, as well as offi ce market recovery VMivLoHCFi ty 13080..50%% (cid:51) Upside potential from increasing current • Third-party acquisitions
Southern Corridor • The offi ce portfolio has favourable lease structures which PSAB 20.8% + occupancy of 92.5% after completion of +
asset enhancement
underpin rental income stability for MCT and will be able
• Over 90% of VivoCity leases have a base plus
• PSAB asset enhancement – Alexandra Retail
to capture the growth from the offi ce market recovery turnover rent component
Centre
(cid:51) Premier family, tourist and • Strong rental reversions from VivoCity: In
lifestyle destination with an FY2010/2011, expiring leases were renewed with an
average rental rate increase of approximately 24.4%
iconic status in Singapore
• Lease expiry profi le positioned to capture growth
(cid:51) Over 40 million visitors to
• Upside potential from increasing occupancy at PSAB
VivoCity annually
1 Refers to percentage of leases (by NLA) with step-up rents.
2 The potential acquisition of the ROFR Properties by MCT persuant to the ROFR is subject to prior overriding contractual obligations which MIPL and/or third parties may have in relation to the ROFR Properties.
Attractive pipeline of ROFR properties1
Strong Acquisition Growth Potential (m sq ft)
VivoCity Performance MCT Offi ce Portfolio Performance
Almost threefold
Global Financial Crisis Global Financial Crisis increase in
URA 187.8 (11.9%) port(fNoLlioA )size 5.1
6.9
Rental index
165.5
URfoeRr nAPtarilv iantdeex 117(.36.7%) 118.3 (4.3%) 113.2 114.7 fOofrfi Pceri vSapteace (24.3%) (14.1%) 142.1 152.3 1.8
Shop Space Initial ROFR Potential
2.6% Portfolio Properties Total Portfolio
1.8% 9.79
9.04 3.7% 9.38 9.55 9.3% 5.20 3.0% 5.35 Mapletree Business City Mapletree Anson
VivoCity 4.22 12.6% 4.75
Rental
Rates MCT Office
Rental
Rates
HarbourFront Centre The Comtech
FY2007/ FY2008/ FY2009/ 8-Month FY2007/ FY2008/ FY2009/ 8-Month
2008 2009 2010 Period Ended 2008 2009 2010 Period Ended
30 November 2010 30 November 2010
Weighted Average Gross Rental Rates (S$ psf pm) URA Office / Retail Rental Index for Central Region1 Mapletree Lighthouse Artist Impression PSA Vista St James Power Station HarbourFront Towers One & Two and Keppel Bay Tower
Source: DTZ.
1 For the URA indices, the values represent the index value as at the end of the period. The 30 September 2010 index value is used as a proxy for the 8-month period ended 30 November 2010. 1 The diagram and fi gures assume 100% acquisition of the ROFR Properties without taking into account the Sponsor’s effective interest.
0022__MMCCTT__44pppp ttiipp--iinn..iinndddd 11 44//1177//22001111 88::3311::4400 PPMM
Investment Highlights
Why invest
in Mapletree
Commercial Trust?
VivoCity Alexandra Retail Centre Artist Impression Alexandra Retail Centre Artist Impression
1 2 3
Unique exposure to premier
Stable & resilient
commercial precincts strategically
portfolio anchored by
located in the heart of Singapore’s
Singapore’s largest mall
Southern Corridor Unparalleled platform for growth
Mapletree Business City
• Best-in-class commercial assets in the HarbourFront and • Positioned for robust retail sector and recovery in offi ce Poised for Superior Long Term Growth
Alexandra Precincts sector in Singapore
• Both Precincts are vibrant commercial hubs of scale with • VivoCity is Singapore’s largest mall with over 1 million sq ft Strong Potential Acquisition
Substantial Embedded Organic Active Asset Management and
Pipeline of approximately
complementary work, live and play concept of NLA and attracts more than 40 million visitors annually Rental Growth Asset Enhancement
5.1m sq ft of NLA2
• The Precincts are in close proximity to Sentosa, a • Gateway to Sentosa, where visitor arrival is expected
premier family, tourist and lifestyle destination to increase by up to 155% to reach 20 million for
• Leases with rental escalation through fi xed • Ongoing tenant mix improvement and return • Potential threefold increase in portfolio
FY2010/2011
• Superior transport connectivity further enhanced with step-ups optimisation at VivoCity size (NLA) from acquisition of the Right
expected completion of the Circle Line by end 2011 • Well positioned to capitalise on growth in retail sales and Step-ups1 • PSAB Offi ce – Offi ce tower upgrade of First Refusal (ROFR) Properties from
the Sponsor
tourist spending, as well as offi ce market recovery VivoCity 38.5%
• Future developments and transformational growth in the MLHF 100.0% (cid:51) Upside potential from increasing current • Third-party acquisitions
Southern Corridor • The offi ce portfolio has favourable lease structures which PSAB 20.8% + occupancy of 92.5% after completion of +
asset enhancement
underpin rental income stability for MCT and will be able
• Over 90% of VivoCity leases have a base plus
• PSAB asset enhancement – Alexandra Retail
to capture the growth from the offi ce market recovery turnover rent component
Centre
(cid:51) Premier family, tourist and • Strong rental reversions from VivoCity: In
lifestyle destination with an FY2010/2011, expiring leases were renewed with an
average rental rate increase of approximately 24.4%
iconic status in Singapore
• Lease expiry profi le positioned to capture growth
(cid:51) Over 40 million visitors to
• Upside potential from increasing occupancy at PSAB
VivoCity annually
1 Refers to percentage of leases (by NLA) with step-up rents.
2 The potential acquisition of the ROFR Properties by MCT persuant to the ROFR is subject to prior overriding contractual obligations which MIPL and/or third parties may have in relation to the ROFR Properties.
Attractive pipeline of ROFR properties1
Strong Acquisition Growth Potential (m sq ft)
VivoCity Performance MCT Offi ce Portfolio Performance
Almost threefold
Global Financial Crisis Global Financial Crisis increase in
URA 187.8 (11.9%) port(fNoLlioA )size 5.1
6.9
Rental index
165.5
UReRnAtal index 117(.36.7%) 118.3 (4.3%) 113.2 114.7 fOofrfi Pceri vSapteace (24.3%) (14.1%) 142.1 152.3 1.8
for Private
Shop Space Initial ROFR Potential
2.6% Portfolio Properties Total Portfolio
1.8% 9.79
9.04 3.7% 9.38 9.55 9.3% 5.20 3.0% 5.35 Mapletree Business City Mapletree Anson
VivoCity 4.22 12.6% 4.75
Rental
Rates MCT Office
Rental
Rates
HarbourFront Centre The Comtech
FY2007/ FY2008/ FY2009/ 8-Month FY2007/ FY2008/ FY2009/ 8-Month
2008 2009 2010 Period Ended 2008 2009 2010 Period Ended
30 November 2010 30 November 2010
Weighted Average Gross Rental Rates (S$ psf pm) URA Office / Retail Rental Index for Central Region1 Mapletree Lighthouse Artist Impression PSA Vista St James Power Station HarbourFront Towers One & Two and Keppel Bay Tower
Source: DTZ.
1 For the URA indices, the values represent the index value as at the end of the period. The 30 September 2010 index value is used as a proxy for the 8-month period ended 30 November 2010. 1 The diagram and fi gures assume 100% acquisition of the ROFR Properties without taking into account the Sponsor’s effective interest.
0022__MMCCTT__44pppp ttiipp--iinn..iinndddd 11 44//1177//22001111 66::3377::5599 PPMM
AYE
ECP
PasirPanjangRoad
CTE
AlexandraPrecinct
PSA Building
CBD
MountFaber
LabradorPark
VivoCity
HarbourFront
MLHF Both Precincts
are located within a
PulauBrani ~ 10 minute drive
ResortsWorld from CBD
Sentosa
Sentosa
MRT
Circle Line (under construction)1 MRT Interchange HarbourFrontPrecinct Singapore ChangiAirport
Circle Line MRT Station
East-West Line Sentosa Express Line
North-South Line Sentosa Express Station
North-East Line Major Expressways
SouthernCorridor
1 Expected opening in 2011.
MCT Forecast and Projected
+9.0%3 6.2%
Distribution Yield
5.7%
5.7% DPU Growth 4
Experienced management and committed
MCT aims to provide Unitholders with regular Sponsor with proven track record
and stable distributions on a quarterly basis. Its
policy is to distribute 100% of its Taxable Income Forecast Projection
Year 2011/2012 Year 2012/2013
from the Listing Date to 31 March 2013 and at
Distribution Yield1 Distribution Yield2
least 90% of its Taxable Income thereafter. • Experienced and professional management team
• Proven track record of the Sponsor in REIT and real estate
1 Based on the Offering Price of S$0.88 per Unit and the forecast DPU (“Distribution per Unit”) for the period from 1 April 2011 to 31 March 2012, together with the accompanying assumptions in the development, investment and capital management
Prospectus.
2 Based on the Offering Price of S$0.88 per Unit and the projected DPU for the full projection year from 1 April 2012 to 31 March 2013, together with the accompanying assumptions in the Prospectus. • Development expertise of the Sponsor
3 The growth in DPU for the Projection Year 2012/2013 over the Forecast Year 2011/2012 is 9.0%.
• Strong alignment of interest between Sponsor and the
Unitholders
Applications for the Public Offer
MCT IPO Timetable
may be made through:
• ATMs of DBS Bank Ltd. (including POSB) (“DBS
19 April 2011, 9:00 am Opening date and time for the Public Offer Bank”), Oversea-Chinese Banking Corporation
Limited (OCBC) and United Overseas Bank Limited
25 April 2011, 9:00 am Closing date and time for the Public Offer
and its subsidiary, Far Eastern Bank Limited (UOB
Group); or
HarbourFront 27 April 2011, 2:00 pm Commencement of trading on a “ready” basis
• Internet banking websites of DBS Bank and
UOB Group; or
Precinct
• Printed application forms which form part of the
Prospectus.
0022__MMCCTT__44pppp ttiipp--iinn..iinndddd 22 44//1177//22001111 66::3399::1155 PPMM
AYE
ECP
PasirPanjangRoad
CTE
AlexandraPrecinct
PSA Building
CBD
MountFaber
LabradorPark
VivoCity
HarbourFront
MLHF Both Precincts
are located within a
PulauBrani ~ 10 minute drive
ResortsWorld from CBD
Sentosa
Sentosa
MRT
Circle Line (under construction)1 MRT Interchange HarbourFrontPrecinct Singapore ChangiAirport
Circle Line MRT Station
East-West Line Sentosa Express Line
North-South Line Sentosa Express Station
North-East Line Major Expressways
SouthernCorridor
1 Expected opening in 2011.
MCT Forecast and Projected
+9.0%3 6.2%
Distribution Yield
5.7%
5.7% DPU Growth 4
Experienced management and committed
MCT aims to provide Unitholders with regular Sponsor with proven track record
and stable distributions on a quarterly basis. Its
policy is to distribute 100% of its Taxable Income Forecast Projection
Year 2011/2012 Year 2012/2013
from the Listing Date to 31 March 2013 and at
Distribution Yield1 Distribution Yield2
least 90% of its Taxable Income thereafter. • Experienced and professional management team
• Proven track record of the Sponsor in REIT and real estate
1 Based on the Offering Price of S$0.88 per Unit and the forecast DPU (“Distribution per Unit”) for the period from 1 April 2011 to 31 March 2012, together with the accompanying assumptions in the development, investment and capital management
Prospectus.
2 Based on the Offering Price of S$0.88 per Unit and the projected DPU for the full projection year from 1 April 2012 to 31 March 2013, together with the accompanying assumptions in the Prospectus. • Development expertise of the Sponsor
3 The growth in DPU for the Projection Year 2012/2013 over the Forecast Year 2011/2012 is 9.0%.
• Strong alignment of interest between Sponsor and the
Unitholders
Applications for the Public Offer
MCT IPO Timetable
may be made through:
• ATMs of DBS Bank Ltd. (including POSB) (“DBS
19 April 2011, 9:00 am Opening date and time for the Public Offer Bank”), Oversea-Chinese Banking Corporation
Limited (OCBC) and United Overseas Bank Limited
25 April 2011, 9:00 am Closing date and time for the Public Offer
and its subsidiary, Far Eastern Bank Limited (UOB
Group); or
HarbourFront 27 April 2011, 2:00 pm Commencement of trading on a “ready” basis
• Internet banking websites of DBS Bank and
UOB Group; or
Precinct
• Printed application forms which form part of the
Prospectus.
0022__MMCCTT__44pppp ttiipp--iinn..iinndddd 22 44//1177//22001111 66::3399::1155 PPMM
NOTICE TO INVESTORS
No person is authorised to give any information or to make any representation not contained in this
Prospectusandanyinformationorrepresentationnotsocontainedmustnotberelieduponashavingbeen
authorised by or on behalf of MCT, the Manager, the Trustee, the Sponsor or the Joint Bookrunners. If
anyone provides you with different or inconsistent information, you should not rely upon it. Neither the
delivery of this Prospectus nor any offer, subscription, sale or transfer made hereunder shall under any
circumstancesimplythattheinformationhereiniscorrectasatanydatesubsequenttothedatehereofor
constitute a representation that there has been no change or development reasonably likely to involve a
material adverse change in the business, affairs, conditions and prospects of MCT, the Manager, the
Trustee,theSponsorortheUnitssincethedateonthefrontcoverofthisProspectus.Wheresuchchanges
occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or
supervisorybodyoragency,theManagerwillmakeanannouncementofthesametotheSGX-STand,if
required,lodgeandissueasupplementarydocumentorreplacementdocumentpursuanttoSection298
oftheSecuritiesandFuturesActandtakeimmediatestepstocomplywiththesaidSection298.Investors
shouldtakenoticeofsuchannouncementsanddocumentsanduponreleaseofsuchannouncementsand
documents shall be deemed to have notice of such changes.
Unlessrequiredbyapplicablelaws(includingtheSecuritiesandFuturesAct),norepresentation,warranty
orcovenant,expressorimplied,ismadebyanyofMCT,theManager,theTrustee,theSponsorortheJoint
Bookrunnersoranyoftheirrespectiveaffiliates,directors,officers,employees,agents,representativesor
advisers as to the accuracy or completeness of the information contained herein, and nothing contained
inthisProspectusis,orshallberelieduponas,apromise,representationorcovenantbyanyofMCT,the
Manager,theTrustee,theSponsorortheJointBookrunnersoranyoftheirrespectiveaffiliates,directors,
officers, employees, agents, representatives or advisers.
Investorsacknowledgethat(i)theyhavenotreliedontheJointBookrunnersoranypersonaffiliatedwith
theJointBookrunnersinconnectionwiththeirinvestigationofthecompleteness,adequacyoraccuracyof
the information contained in this Prospectus or their investment decision and nothing contained in this
Prospectusis,orshallberelieduponas,apromiseorrepresentationbytheJointBookrunners,and(ii)no
personhasbeenauthorisedtogiveanyinformationortomakeanyrepresentationconcerningMCTorthe
Units other than as contained in this Prospectus, and, if given or made, such other information or
representationshouldnotberelieduponashavingbeenauthorisedbyMCT,theManager,theTrustee,the
Sponsor or the Joint Bookrunners.
NoneofMCT,theManager,theTrustee,theSponsorandtheJointBookrunnersoranyoftheirrespective
affiliates,directors,officers,employees,agents,representativesoradvisersismakinganyrepresentation
orundertakingtoanypurchaserorsubscriberoftheUnitsregardingthelegalityofaninvestmentbysuch
purchaserorsubscriberunderappropriatelegal,investmentorsimilarlaws.Inaddition,thisProspectusis
offeredsolelyforthepurposeoftheOfferingandinvestorsintheUnitsshouldnotconstrueanyinformation
containedinthisProspectusaslegal,business,financialortaxadvice.Investorsshouldbeawarethatthey
arerequiredtobearthefinancialrisksofaninvestmentintheUnits,andmayberequiredtodosoforan
indefiniteperiodoftime.Investorsshouldconsulttheirownprofessionaladvisersastothelegal,business,
financial, tax and related aspects of an investment in the Units.
Copies of this Prospectus and theApplication Forms may be obtained on request, subject to availability,
during office hours, from:
CitigroupGlobal CIMBBankBerhad, DBSBankLtd. DeutscheBankAG, GoldmanSachs
MarketsSingapore SingaporeBranch SingaporeBranch (Singapore)Pte.
Pte.Ltd.
TemasekAvenue 50RafflesPlace 6ShentonWay OneRafflesQuay OneRafflesLink
#17-00Centennial #09-01Singapore DBSBuilding #16-00SouthTower #07-01SouthLobby
Tower LandTower TowerOne Singapore048583 Singapore039393
Singapore039190 Singapore048623 Singapore068809
i
NOTICE TO INVESTORS
and,whereapplicable,frommembersoftheAssociationofBanksinSingapore,membersoftheSGX-ST
and merchant banks in Singapore.Acopy of this Prospectus is also available on the SGX-ST website:
http://www.sgx.com.
ThedistributionofthisProspectusandtheoffering,subscription,purchase,saleortransferoftheUnitsin
certain jurisdictions may be restricted by law (see “Plan of Distribution — Distribution and Selling
Restrictions” for further details). MCT, the Manager, theTrustee, the Sponsor and the Joint Bookrunners
requirepersonsintowhosepossessionthisProspectuscomestoinformthemselvesaboutandtoobserve
any such restrictions at their own expense and without liability to MCT, the Manager, the Trustee, the
SponsorandtheJointBookrunners.ThisProspectusdoesnotconstitute,andtheManager,theTrustee,
the Sponsor and the Joint Bookrunners are not making, an offer of, or an invitation to subscribe for or
purchase,anyoftheUnitsinanyjurisdictioninwhichsuchofferorinvitationwouldbeunlawful.Investors
are authorised to use this Prospectus solely for the purpose of considering the subscription for the Units
intheOffering.PersonstowhomacopyofthisProspectushasbeenissuedshallnotcirculatetoanyother
person, reproduce or otherwise distribute this Prospectus or any information herein for any purpose
whatsoevernorpermitorcausethesametooccur.Noonehastakenanyactionthatwouldpermitapublic
offering to occur in any jurisdiction other than Singapore.
InconnectionwiththeOffering,theStabilisingManager(oranyofitsaffiliatesorotherpersonsactingon
behalf of the Stabilising Manager) may, in consultation with the Joint Bookrunners and at its discretion,
over-allotoreffecttransactionswhichstabiliseormaintainthemarketpriceoftheUnitsatlevelsthatmight
nototherwiseprevailintheopenmarket.SuchtransactionsmaybeeffectedontheSGX-STandinother
jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and
regulations,includingtheSecuritiesandFuturesActandanyregulationsthereunder.However,thereisno
assurance that the Stabilising Manager (or any of its affiliates or other persons acting on behalf of the
StabilisingManager)willundertakeanysuchstabilisingactions.Suchtransactionsmaycommenceonor
after the date of the commencement of trading of the Units on the SGX-STand, if commenced, may be
discontinuedatanytimeandshallnotbeeffectedaftertheearlierof(i)thedatefalling30daysfromthe
ListingDate,and(ii)thedatewhentheStabilisingManager(oranyofitsaffiliatesorotherpersonsacting
on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 101,509,000 Units
(representing 14.2% of the total number of Units in the Offering) to undertake stabilising actions, to
purchaseuptoanaggregateof101,509,000Units(representing14.2%ofthetotalnumberofUnitsinthe
Offering)attheOfferingPrice.TheexerciseoftheOver-AllotmentOptionwillnotincreasethetotalnumber
of Units outstanding.
ii