Offer fOr SubScriptiOn by

ArA-cWt truSt MAnAgeMent (cAche) LiMited

Offering of 474,108,000 units
Offering price: S$0.88 per unit
prOSpectuS dAted 1 ApriL 2010
(Registered with the Monetary Authority of Singapore on 1 April 2010).
this document is important. if you are in any doubt as to the action you should take, you should consult
your stockbroker, bank manager, solicitor, accountant or other professional adviser.
Joint global coordinators,
issue Managers, bookrunners
and underwriters
ARA-CWT Trust Management (Cache) Limited, as
manager (the Manager) of Cache Logistics Trust
(CLT), is making an offering (the Offering)
of 474,108,000 units representing undivided
interests in CLT (Units) for subscription at the
Offering Price (as defned below). The Offering
consists of (i) an international placement of
433,108,000 Units to investors, including
institutional and other investors in Singapore
(the Placement Tranche), and (ii) an offering
of 41,000,000 Units to the public in Singapore
(the Public Offer) of which 14,000,000 Units
will be reserved for subscription by the directors,
management, employees and business associates
of CWT Limited (CWT or the Sponsor), ARA
Asset Management Limited (ARA) and their
subsidiaries (the Reserved Units). Prior to the
Offering there are no Units in issue as at the
date of this Prospectus. The total number of
outstanding Units immediately after completion
of the Offering will be 632,200,000 Units.
The issue price of each Unit under the Offering
is S$0.88 per Unit (the Offering Price). The
Offering is fully underwritten at the Offering
Price by Macquarie Capital Securities (Singapore)
Pte. Limited, Standard Chartered Securities
(Singapore) Pte. Limited and DBS Bank Ltd
(collectively, the Joint Global Coordinators,
Bookrunners and Underwriters or the Joint
Global Coordinators) on the terms and subject
to the conditions of the Underwriting Agreement
(as defned herein). The issue managers for the
Offering are Macquarie Capital (Singapore) Pte.
Limited, Standard Chartered Securities (Singapore)
Pte. Limited and DBS Bank Ltd (collectively, the
Issue Managers).
Separate from the Offering, C&P Holdings Pte Ltd
(C&P) and the Sponsor, as vendors of two of
the Properties (as defned herein), will receive an
aggregate of 89,286,000 Units (the Consideration
Units) on the Listing Date (as defned herein) in part
satisfaction of the purchase consideration for these
Properties. At the same time with, but separate from
the Offering, ARA Real Estate Investors V Limited,
an indirect wholly-owned subsidiary of ARA, has
entered into a subscription agreement to subscribe
for 11,905,000 Units (the ARA Units) at the
Offering Price conditional upon the Underwriting
Agreement having been entered into, and not
having been terminated, pursuant to its terms on
or prior to the Settlement Date (as defned herein).
Concurrently with, but separate from the Offering,
each of the Cornerstone Investors (as defned
herein) has entered into a subscription agreement
to subscribe for an aggregate of 56,901,000 Units
(the Cornerstone Units) at the Offering Price
conditional upon the Underwriting Agreement
having been entered into, and not having been
terminated, pursuant to its terms on or prior to the
Settlement Date.
Prior to the Offering, there has been no market
for the Units. The offer of Units under this
Prospectus will be by way of an initial public
offering in Singapore. Application has been made
to Singapore Exchange Securities Trading Limited
(the SGX-ST) for permission to list on the Main
Board of the SGX-ST (i) all Units comprised in the
Offering, (ii) the Consideration Units, (iii) the ARA
Units, (iv) the Cornerstone Units and (v) all the Units
which will be issued to the Manager from time
to time in full or part payment of the Managers
management fees. Such permission will be granted
when CLT as been admitted to the Offcial List of
the SGX-ST (the Listing Date). Acceptance of
applications for Units will be conditional upon issue
of the Units and upon permission being granted
to list the Units. In the event that such permission
is not granted or if the Offering is not completed
for any other reason, application monies will be
returned in full, at each investors own risk, without
interest or any share of revenue or other beneft
arising therefrom, and without any right or claim
against any of CLT, the Manager, HSBC Institutional
Trust Services (Singapore) Limited, as trustee of
CLT (the Trustee), the Sponsor, the Joint Global
Coordinators or the Issue Managers.
CLT has received a letter of eligibility from the
SGX-ST for the listing and quotation of (i) all Units
comprised in the Offering, (ii) the Consideration
Units, (iii) the ARA Units, (iv) the Cornerstone
Units and (v) all the Units which will be issued
to the Manager from time to time in full or part
payment of the Managers management fees on
the Main Board of the SGX-ST. CLTs eligibility
to list on the Main Board of the SGX-ST does
not indicate the merits of the Offering, CLT, the
Manager, the Trustee, the Sponsor, the Joint
Global Coordinators, the Issue Managers or the
Units. The SGX-ST assumes no responsibility for
the correctness of any statements or opinions
made or reports contained in this Prospectus.
Admission to the Offcial List of the SGX-ST is not
to be taken as an indication of the merits of the
Offering, CLT, the Manager or the Units.
The collective investment scheme offered in
this Prospectus is an authorised scheme under
the Securities and Futures Act, Chapter 289 of
Singapore (the Securities and Futures Act or
SFA). A copy of this Prospectus has been lodged
with and registered by the Monetary Authority
of Singapore (the MAS). The MAS assumes no
responsibility for the contents of the Prospectus.
Registration of the Prospectus by the MAS does
not imply that the Securities and Futures Act or
any other legal or regulatory requirements have
been complied with. The MAS has not, in any way,
considered the investment merits of the collective
investment scheme. This Prospectus will expire on
31 March 2011 (12 months after the date of the
registration of this Prospectus).
See Risk Factors commencing on page 28 of this
Prospectus for a discussion of certain factors to be
considered in connection with an investment in
the Units. None of the Manager, the Trustee, the
Sponsor, the Joint Global Coordinators or the Issue
Managers guarantees the performance of CLT, the
repayment of capital or the payment of a particular
return on the Units. Unitholders should note that
CLT is solely dependent on the Master Lessees (as
defned herein), being CWT and C&P, for rental
payments, as CLT does not directly operate the
Properties or lease the Properties directly to the end-
users (see Risk Factors CLT is solely dependent
on the Master Lessees for rental payments. on
page 32 for further details).
Investors who are members of the Central
Provident Fund (CPF) in Singapore may use
their CPF Ordinary Account savings to purchase
or subscribe for Units as an investment included
under the CPF Investment Scheme - Ordinary
Account. CPF members are allowed to invest up
to 35.0% of the Investible Savings (as defned
herein) in their CPF Ordinary Accounts to purchase
or subscribe for the Units. Investors applying for
Units by way of Application Forms or Electronic
Applications (both as referred to in Appendix G,
Terms, Conditions and Procedures for Application
for and Acceptance of the Units in Singapore)
in the Public Offer will have to pay the Offering
Price on application, subject to a refund of the full
amount or, asthe case may be, the balance of the
application monies (in each case without interest
or any share of revenue or other beneft arising
therefrom), where (i) an application is rejected or
accepted in part only, or (ii) if the Offering does
not proceed for any reason.
The Units have not been and will not be
registered under the U.S. Securities Act of
1933, as amended (the Securities Act) and,
accordingly, maynot be offered or sold within
the United States except in certain transactions
exempt from or not subject to the registration
requirements of the Securities Act. The Units are
being offered and sold in offshore transactions
as defned and in reliance on Regulation S under
the Securities Act (Regulation S).
(a real estate investment trust constituted on 11 February 2010 under the laws of the Republic of Singapore)
cWt Limited
cache Logistics trust Manager
property
Manager
initial portfolio
cornerstone
investors and
public
unitholders
ArA Asset
Management
Limited
CWT Commodity Hub
Hi-Speed Logistics Centre
CWT Cold Hub
C&P Changi Districentre
Schenker Megahub
C&P Changi Districentre 2
35.9%
3
84.0% 12.2% 1.9%
4
1.9%
c&p holdings pte Ltd
BUSINESS OVERVIEW
CLT is a Singapore-based real estate investment trust (REIT) which will principally invest in income-producing real estate
used for logistics purposes in Asia-Pacifc
1
, as well as real estate-related assets.
CLTs initial portfolio of properties comprises six high quality logistics warehouse properties located in Singapore (Initial
Portfolio), with the following key strengths:
97.3%ofaggregategrossfoorarea(GFA)comprisesmodernramp-upwarehouses;
represents24.9%marketshareoframp-upwarehousespaceinSingapore;
GFAofapproximately3.9millionsqft;
propertiesincludeCWTCommodityHub,whichisthelargestwarehouseinSingapore,andCWTColdHub,whichisthe
frstandonlyramp-upcoldstoragewarehouseinSingapore;
propertiesarestrategicallylocatedinestablishedlogisticsclustersnearChangiAirport,PSATerminalsandJurongPort;
longtermtriplenetleaseswiththeSponsorandC&Pwithannualrentescalationof1.5%perannumforthefrst5years;
propertyportfolioatanaverageageof2.12years
2
;and
weightedaverageleaseexpiry(WALE)of6.4years
2
.
ThE SPONSOR
CWT is one of Southeast Asias largest listed logistics operators by market capitalisation
3
and revenue
5
. A leader in supply
chain logistics solutions with global operations, CWT is able to connect customers to 120 ports and 1,200 destinations around
the world through its network.
Notes:
(1) For the purposes of CLTs investment mandate, Asia-Pacifc
is defned as Singapore, Malaysia, Indonesia, Philippines,
Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,
Japan, Korea, Australia and New Zealand.
(2) Weighted by total GFA, assuming a commencement date of
1 January 2010.
(3) As at the Latest Practicable Date.
(4) Held through ARA Real Estate Investors V Limited, an indirect
wholly-owned subsidiary of ARA.
(5) For the fnancial year ended 31 December 2009.
ThE MANAGER
CLT is managed by ARA-CWT Trust Management (Cache) Limited, a joint-venture REIT management company 60% owned
by ARA and 40% owned by CWT.
ARA is a leading real estate fund management group with total assets under management of S$13.5 billion as at 31 December
2009. It has an established track record of managing publicly-listed REITs such as Suntec REIT (listed in Singapore), Fortune
REIT (listed in Singapore), Prosperity REIT (listed in Hong Kong) and AmFIRST REIT (listed in Malaysia).
OVERVIEW Of INITIAl PORTfOlIO
Notes:
(1) Does not include container yard area of 103,793 sq ft which forms part of CWT Commodity Hub that will be
acquired by CLT.
(2) The GFA comprises cold room of 158,882 sq ft, ambient warehouse space of 117,664 sq ft and ancillary
offce and service areas of 65,398 sq ft.
(3) Average of the two valuations conducted by CB Richard Ellis (Pte) Ltd and Knight Frank Pte Ltd.
(4) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub
Individual Lease Agreements which will be entered into in connection with CWT Commodity Hub in the
event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial
fve-year term. The terms of the CWT Commodity Hub Individual Lease Agreements, which will commence
at the expiration of the initial Master Lease term, will range from one to fve years. CLT may agree and sign
extensions of either the Master Lease or individual leases, as the case may be, beyond the expiry date of the
initial lease terms.
(5) Weighted based on total GFA for the properties, assuming a commencement date of 1 January 2010.
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cold hub
Schenker
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hi-Speed
Logistics
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c&p
changi
districentre
c&p
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districentre
2
total/
Average
Cargo lift
97.3% by
GFA are
ramp-up
warehouses
24 Penjuru
Road
2 Fishery
Port Road
51 ALPS
Avenue
40 ALPS
Avenue
5 Changi
South Lane
3 Changi
South Street 3
2,295,994
1
341,944
2
439,956 308,626 364,278 105,945 3,856,743
S$325.5m S$129.6m S$101.0m S$70.8m S$83.3m S$19.8m S$729.9m
5-10
4
years 5 years
Over 6 years,
expiring on
31 Aug 2016
Over 6 years,
expiring on
15 Oct 2016
5 years 5 years 6.4
5
years
COMPETITIVE ADVANTAGES Of
ClTS lOGISTICS PROPERTIES
cWt cOMMOdity hub
Location : 24 Penjuru Road
Description : Five-level ramp-up warehouse with mezzanine offces, and an
offce annex, and an ancillary container yard
LargestwarehouseinSingaporeandoneofthelargestinSoutheastAsia
Strong demand from large warehouse users looking to consolidate their
logistics activities
Largefoorplatesallowusersgreatereffcienciesinmoving,consolidatingand
stacking goods in one area
StatusasaLondonMetalExchangeapprovedwarehousegeneratesadditional
demand for storage space arising from global commodities derivatives trading
cWt cOLd hub
Location : 2 Fishery Port Road
Description : Two-storey, multi-temperature controlled, ramp-up cold store
warehouse with ambient warehouse space and ancillary offce
and service area
First and only ramp-up cold storage warehouse and one of the largest and
newest cold storage facilities in Singapore
Beneftsfromincreasedmarketdemandforpackagedandfrozenfooddueto
changing lifestyles and the increasing popularity of supermarkets
Offersunbrokencoldchainaccesswhilemovinggoodsinandoutofthewarehouse
Locatedwithinafoodprocessingzoneclosetomajorportsandfoodprocessingfacilities
SchenKer MegAhub
Location : 51 ALPS Avenue
Description : Purpose-built ramp-up logistics facility comprising four levels of
warehouses and an eight-storey offce block
Largest freight and logistics property located at the Airport Logistics Park of
Singapore (ALPS)
HousesSchenkerSingapore(Pte)LtdsheadquartersfortheAsia-Pacifcregion
Temperature and humidity controlled facilities including pharmaceutical,
nutritional storage rooms and cold room
Ground level loading bays specifcally designed for warehousing and supply
chain needs in the aerospace sector in Singapore
hi-Speed LOgiSticS centre
Location : 40 ALPS Avenue
Description : Ramp-up logistics facility comprising four levels of
warehouse and seven levels of offce
OneoftwopropertiesintheInitialPortfoliolocatedinALPS,whichhasatotal
of only 11 properties
National head offce and air cargo branch for Nippon Express (Singapore) Pte Ltd
c&p chAngi diStricentre
Location : 5 Changi South Lane
Description : Six-storey ramp-up logistics warehouse with warehouse and
associated mezzanine offces, and one level of offce space
One of the only two ramp-up warehouses in Changi International LogisPark
(South), one of Singapores most established logistics clusters and a choice
location for internationally-renowned logistics specialists
Its location in Changi International LogisPark (South) complements CLTs
properties in ALPS by providing a dedicated logistics facility in close proximity
to Changi Airport just outside the Free Trade Zone
c&p chAngi diStricentre 2
Location : 3 Changi South Street 3
Description : Highly functional cargo-lift logistics facility comprising three
levels of warehouse and a four-storey ancillary offce building

LocatedwithinChangiInternationalLogisPark(South)
Morethan60%ofthewarehousespaceisair-conditioned
StAbLe diStributiOnS
CLTs distribution policy is to distribute 100% of its Taxable
Income and tax-exempt income, if any, from the Listing Date to
31 December 2011 and thereafter to distribute at least 90% of
its Taxable Income and tax-exempt income, if any
distribution yield

LeVerAge On cWtS SpOnSOrShip And LOgiSticS
prOperty eXpertiSe
CLT will beneft from the sponsorship and logistics property
expertise of CWT, including its ability to develop, identify and
acquire logistics properties
CLT is granted a right of frst refusal (ROFR) by CWT and its
substantial shareholder, C&P to acquire logistics properties in the
Asia Pacifc region owned by or offered to CWT and C&P
ExistingpropertiesownedbyCWTandC&Pandcoveredbythe
ROFR span over 2.9 million sq ft of GFA located in Singapore
and China
benefitS frOM ArAS MAnAgeMent eXpertiSe AS
An eXperienced And LeAding reit MAnAger
ARAisaleadingrealestatefundmanagementgroupwithtotal
assets under management of S$13.5 billion as at 31 December
2009, with a proven track record in managing publicly-listed REITs
in Singapore, Hong Kong and Malaysia
CLT is expected to enjoy synergies derived from CWTs logistics
property expertise and ARAs REIT management and capital
markets expertise
eXperienced And prOfeSSiOnAL MAnAgeMent
teAM
The Manager believes that Unitholders will beneft from the
experience of key staff members of the Manager and the Property
Manager in fund, asset, development and property management
in the Singapore logistics property markets
cApitAL Structure thAt prOVideS StAbiLity And
future finAncing fLeXibiLity
Conservative capital structure with a low initial Aggregate
Leverage of 25.9% provides a buffer against potential volatility
in the debt fnancing markets, while positioning CLT to effectively
execute future acquisitions at attractive terms
tAX benefitS
Qualifying Unitholders (as defned herein) and Individuals will
receive distributions free of any Singapore income tax deducted
at source
Qualifying Foreign Non-individual Unitholders will receive
distributions out of Taxable Income made up to 31 March 2015
after tax deducted at source at the reduced rate of 10.0%
#
* The footnotes on this page can be found on the bottom of the following page titled Notes
for Investment Highlights.
#
Announced in Singapore Budget 2010 but not yet promulgated in law.
AttrActiVe And reSiLient LOgiSticS prOperty
fundAMentALS in SingApOre
The Singapore logistics property market enjoys favourable
demand and supply dynamics and has demonstrated cyclical
stability and resilience
Singapore is widely recognised as a world-class logistics hub
with excellent connectivity and world-class infrastructure, and
is home to the worlds top-ranked container port and Southeast
Asias top cargo airport
21 of the top 25 global logistics providers have a signifcant
presence in Singapore
Growth in specialised logistics needs in Singapore such as
biomedical, chemical and commodities logistics needs, has
enhanced demand for logistics properties
high QuALity LOgiSticS prOperty pOrtfOLiO With
StrOng MArKet ShAre Of rAMp-up WArehOuSeS
in SingApOre
97.3% of the Initial Portfolios GFA comprises modern ramp-up
warehouses. The Initial Portfolio represents 24.9% market share
of ramp-up warehouse space in Singapore
Ramp-up warehouses offer lower operating expenses and
effciency advantages in the movement of cargo vis--vis
conventional multi-storey cargo-lift warehouses, and are also
more resilient in terms of rental rates and occupancy
Highbarrierstoentryexistforthedevelopmentofneweffcient
ramp-up warehouses due to the requirement for larger land plot
sizes in excess of one hectare and the specialised planning and
design specifcations required for such properties
TheInitialPortfolioisstrategicallylocatedinestablishedlogistics
clusters, near air and sea transportation ports
Modern properties with weighted average age (by GFA) as at
1 January 2010 of 2.12 years, which translates into lower capital
and maintenance expenditure in the near term
StrOng And diVerSe deMAnd fOr cLtS
prOpertieS by underLying end-uSerS
1
Initialpropertiesare94.1%
2
occupied by and contracted to end-
users (Occupied GFA)
Diverse spread of 26 end-users comprising domestic and
international companies
3
Diversifed base of end-users by trade sectors such as industrial
and consumer goods, commodities and chemical, food and cold
storage, aerospace, healthcare, courier services and hospitality
91.4% of the Occupied GFA is taken up by multinational
corporations and government agencies
Balanced lease expiry profle, with 53.6% of Occupied GFA
under the Service Agreements and sub-lease agreements expiring
after 2012
71.6%oftheOccupiedGFAisoccupiedbyend-usersthathave
committed capital expenditure on the ft-out of their space
Highrenewalratesof95.0%perannumforthepastthreeyears
achieved by the Master Lessees at the Properties
LOng terM tripLe net LeASeS
4
With cWt And c&p
The Initial Portfolio will be leased to CWT, C&P and certain
subsidiaries of C&P
The Master Lease Agreements provide for long lease durations
ranging from 5.0 to 10.0 years
5
and a WALE of 6.4 years
6
, with
locked-in annual rental escalations and a triple net lease structure
for the frst fve years of the initial contracted lease term
The triple net lease structure of the Master Leases means that
ongoing property expenses are borne by the Master Lessees and
not CLT
TheIndependentValuershavereviewedthetermsoftheMaster
Lease Agreements and are of the opinion that the contracted
rent under the Master Lease Agreements is within the market
acceptable range
2010
FORECAST YEAR
8.70%
7
2011
PROJECTION YEAR
0
2
4
6
8
10
%
8.82%
8
INVESTMENT hIGhlIGhTS
STRATEGICAlly- lOCATED
PORTfOlIO Of PROPERTIES
CLT has two properties in each of three major logistics clusters
in SIngapore the Airport Logistics Park of Singapore, Changi
International LogisPark (South) and Penjuru/Pandan area in the Jurong
Industrial Estate.
ALPS: Schenker Megahub and Hi-Speed Logistics Centre are
located in ALPS, which is adjacent to Changi International Airport
and is the only logistics park in Singapore with free trade zone
(FTZ) status. Schenker Megahub and Hi-Speed Logistics Centre
are two of only 11 properties in ALPS. With only one unallocated
land plot of 2.57 hectares remaining in ALPS, the potential for
new competing supply is limited.
Changi International LogisPark (South): C&P Changi Districentre
and C&P Changi Districentre 2 are situated within Changi
International LogisPark (South). Situated close to Changi Airport,
it is one of the most established logistics clusters in Singapore. No
additional potential supply is expected as all of the available land
plots in the area have been fully allocated.
Penjuru/Pandan area: CWT Commodity Hub and CWT Cold Hub
are located in the Penjuru/Pandan area, and enjoy close proximity
to PSA Terminals, Jurong Port, Tuas checkpoint and at least half of
the container yards in Singapore. As a result, the Penjuru/Pandan
area is considered superior to other locations in the Jurong vicinity
as it allows for quicker loading and unloading of containers at
warehouses due to its proximity to the above-mentioned areas.
4
5
6
2
1
3
JurOng pOrt
pASir pAnJAng terMinAL
JOhOr cAuSeWAy LinK
SecOnd LinK
KeppeL terMinAL
chAngi
internAtiOnAL
LOgiSpArK (SOuth)
penJuru / pAndAn
AirpOrt LOgiSticS
pArK Of SingApOre
1. CWT Commodity Hub, 24 Penjuru Road
2. CWT Cold Hub, 2 Fishery Port Road
3. C&P Changi Districentre 2, 3 Changi South Street 3
4. C&P Changi Districentre, 5 Changi South Lane
5. Schenker Megahub, 51 ALPS Avenue
6. Hi-Speed Logistics Centre, 40 ALPS Avenue
Notes for Investment Highlights:
1 Figures in this section are as at 31 December
2009.
2 This does not include the parts of CWT Commodity
Hub which received the temporary occupation
permits on 28 September 2009 and 19 October
2009. As it typically takes up to six months for
the occupancy of a newly completed property to
stabilise, the Manager is therefore of the view that
it would not be representative to include such parts
when computing the occupancy rate for CWT
Commodity Hub as at 31 December 2009 when
the occupancy at such parts of CWT Commodity
Hub was not yet stabilised.
3 While there are 26 end-users, a number of these
end-users operate in more than one trade sector.
4 Triple net lease refers to a lease whereby the
lessee pays for rent and the following property-
related expenses: (i) land rent, (ii) property tax and
(iii) insurance, day-to-day maintenance including
cleaning, security, utilities, servicing of lifts and
other mechanical and electrical items.
5 This lease term includes the three separate lease
agreements which will be entered into in respect
of specifc premises in CWT Commodity Hub,
in the event that the Master Lease Agreement
for CWT Commodity Hub is not renewed at the
expiry of its initial fve-year term. The terms of
the three separate lease agreements, which will
commence at the expiration of the initial Master
Lease term, will range from one to fve years.
This does not preclude CLT from agreeing and
signing extensions of either the Master Lease or
individual leases as the case may be beyond the
expiry date of the initial lease terms.
6 Weighted by GFA, assuming a commencement
date of 1 January 2010.
7 Based on the offering price of S$0.88 per Unit
and the forecast for the full fnancial year from 1
January 2010 to 31 December 2010, together with
the accompanying assumptions, in the Prospectus.
8 Based on the offering price of S$0.88 per Unit and
the projection for the full fnancial year from 1
January 2011 to 31 December 2011, together with
the accompanying assumptions, in the Prospectus.
KEy OBjECTIVES
The Manager aims to provide Unitholders with regular and stable distributions, long-
term growth in distribution per Unit and net asset value (NAV) per Unit, while
maintaining an appropriate capital structure.
inVeStMent StrAtegieS incLude:
Acquisition growth strategy
Pursueacquisitionopportunitiesthatprovideattractivecashfowsandyieldsrelative
to CLTs weighted average cost of capital, and opportunities for future income and
capital growth
Active asset management strategy
Work to mitigate re-leasing risks and to grow organically, thereby increasing the
yield of its properties, and correspondingly, the NAV per Unit
focused development strategy
Prudently undertake development activity when appropriate opportunities arise,
while mitigating construction and leasing risks
capital and risk management strategy
Employanappropriatemixofdebtandequityinfnancingacquisitions,andutilise
interest rate and currency hedging strategies where appropriate
divestment strategy
Freeupcapitalforre-deploymentasandwhenappropriate
indicAtiVe tiMetAbLe
date and time event

2 April 2010, 9.00 a.m. Opening date and time for the Public Offering
8 April 2010, 12.00 p.m. Closing date and time for the Public Offering
12 April 2010, 2.00 p.m. Commencement of trading on the SGX-ST
TABLE OF CONTENTS
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE. . . . . . . . . . . . . 54
PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
STRATEGY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
BUSINESS AND PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
THE MANAGER AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
THE SPONSOR AND ARA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
THE FORMATION AND STRUCTURE OF CACHE LOGISTICS TRUST. . . . . . . . . . . . . . . . 121
CERTAIN AGREEMENTS RELATING TO CACHE LOGISTICS TRUST AND THE
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
APPENDIX A INDEPENDENT ACCOUNTANTS REPORT ON THE PROFIT
FORECAST AND PROFIT PROJECTION. . . . . . . . . . . . . . . . . . . . . . . A-1
APPENDIX B INDEPENDENT ACCOUNTANTS REPORT ON THE UNAUDITED PRO
FORMA BALANCE SHEET AS AT THE LISTING DATE. . . . . . . . . . . . B-1
APPENDIX C UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING
DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
i
APPENDIX D INDEPENDENT TAXATION REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . D-1
APPENDIX E INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS . . . . E-1
APPENDIX F INDEPENDENT LOGISTICS PROPERTY MARKET RESEARCH
REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
APPENDIX G TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR
AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . . . . . . . . . G-1
APPENDIX H LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF
DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . H-1
ii
NOTICE TO INVESTORS
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having
been authorised by or on behalf of CLT, the Manager, the Trustee, the Joint Global Coordinators, the
Issue Managers or the Sponsor. 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 circumstances imply that the information herein is correct as
of any date subsequent to the date hereof or constitute a representation that there has been no change
or development reasonably likely to involve a material adverse change in the affairs, conditions and
prospects of CLT, the Manager, the Units or the Sponsor since the date on the front cover of this
Prospectus. Where such changes occur and are material or required to be disclosed by law, the
SGX-ST and/or any other regulatory or supervisory body or agency, the Manager will make an
announcement of the same to the SGX-ST and, if required, lodge and issue a supplementary document
or replacement document pursuant to Section 298 of the Securities and Futures Act and take
immediate steps to comply with the said Section 298. Investors should take notice of such
announcements and documents and upon release of such announcements and documents shall be
deemed to have notice of such changes. Unless required by applicable laws (including the Securities
and Futures Act), no representation, warranty or covenant, express or implied, is made by any of CLT,
the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers, the Sponsor or any of
their respective affiliates, directors, officers, employees, agents, representatives or advisers as to the
accuracy or completeness of the information contained herein, and nothing contained in this
Prospectus is, or shall be relied upon as, a promise, representation or covenant by any of CLT, the
Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or the Sponsor or their
respective affiliates, directors, officers, employees, agents, representatives or advisers.
None of CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers and the
Sponsor or any of their respective affiliates, directors, officers, employees, agents, representatives or
advisers is making any representation or undertaking to any purchaser or subscriber of Units regarding
the legality of an investment by such purchaser or subscriber under appropriate legal, investment or
similar laws. In addition, investors in the Units should not construe the contents of this Prospectus as
legal, business, financial or tax advice. Investors should be aware that they may be required to bear the
financial risks of an investment in the Units for an indefinite period of time. Investors should consult their
own professional advisers as to the legal, tax, business, financial and related aspects of an investment
in the Units.
Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability,
during office hours, from:
Macquarie Capital Securities
(Singapore) Pte. Limited
23 Church Street
Capital Square #11-11
Singapore 049481
Standard Chartered Securities
(Singapore) Pte. Limited
6 Battery Road, #03-00
Singapore 049909
DBS
6 Shenton Way
DBS Building Tower One
Singapore 068809
and, where applicable, from members of the Association of Banks in Singapore, members of the
SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST
website: [Link]
The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the Units
in certain jurisdictions may be restricted by law. CLT, the Manager, the Trustee, the Joint Global
Coordinators, the Issue Managers and the Sponsor require persons into whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions at their own
expense and without liability to CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue
iii
Managers and the Sponsor. This Prospectus does not constitute, and the Manager, the Trustee, the
Joint Global Coordinators, the Issue Managers and the Sponsor are not making, an offer of, or an
invitation to subscribe for or purchase, any of the Units in any jurisdiction in which such offer or
invitation would be unlawful. Persons to whom a copy of this Prospectus has been issued shall not
circulate to any other person, reproduce or otherwise distribute this Prospectus or any information
herein for any purpose whatsoever nor permit or cause the same to occur.
iv
FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus constitute forward-looking statements. This Prospectus also
contains forward-looking financial information in Profit Forecast and Profit Projection. Such forward-
looking statements and financial information involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of CLT, the Manager, the
Sponsor, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements and financial information.
Such forward-looking statements and financial information are based on numerous assumptions
regarding the Managers present and future business strategies and the environment in which CLT, the
Manager or the Sponsor will operate in the future. Because these statements and financial information
reflect the current views of the Manager and the Sponsor concerning future events, these statements
and financial information necessarily involve risks, uncertainties and assumptions. Actual future
performance could differ materially from these forward-looking statements and financial information.
You should not place any undue reliance on these forward-looking statements.
Among the important factors that could cause the actual results, performance or achievements of CLT,
the Manager or the Sponsor to differ materially from those in the forward-looking statements and
financial information are the conditions of, and changes in, the domestic, regional and global
economies, including, but not limited to, factors such as political, economic and social conditions in
Singapore, changes in government laws and regulations affecting CLT, competition in the Singapore
property market in which CLT may invest, industry, currency exchange rates, interest rates, inflation,
relations with service providers, relations with lenders, hostilities (including future terrorist attacks), the
performance and reputation of CLTs properties and/or acquisitions, difficulties in identifying future
acquisitions, difficulty in completing and integrating acquisitions, changes in the Managers directors
and executive officers, risks related to natural disasters, general volatility of the capital markets, general
risks relating to the property market in which CLT may invest and the market price of the Units as well
as other matters not yet known to the Manager or not currently considered material by the Manager.
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to, those discussed under Risk Factors, Profit Forecast and Profit
Projection, and Business and Properties. These forward-looking statements and financial information
speak only as at the date of this Prospectus. The Manager expressly disclaims any obligation or
undertaking to release publicly any updates of or revisions to any forward-looking statement or financial
information contained herein to reflect any change in the expectations of the Manager or the Sponsor
with regard thereto or any change in events, conditions or circumstances on which any such statement
or information is based, subject to compliance with all applicable laws and regulations and/or the rules
of the SGX-ST and/or any other relevant regulatory or supervisory body or agency.
v
CERTAIN DEFINED TERMS AND CONVENTIONS
CLT will publish its financial statements in Singapore dollars. In this Prospectus, references to S$ or
Singapore dollars and cents are to the lawful currency of the Republic of Singapore and references
to US$, US dollars or USD are to the lawful currency of the United States.
Unless otherwise defined, capitalised terms used in this Prospectus shall have the meanings set out in
the Glossary.
The forecast and projected yields and yield growth are calculated based on the Offering Price. Such
yields and yield growth will vary accordingly for investors who purchase Units in the secondary market
at a market price different from the Offering Price.
Any discrepancies in the tables, graphs and charts included in this Prospectus between the listed
amounts and totals thereof are due to rounding. Where applicable, figures and percentages are
rounded to one decimal place. Measurements in square metres (sq m) are converted to square feet
(sq ft) and vice versa based on the conversion rate of 1 sq m = 10.7639 sq ft. References to
Appendix or Appendices are to the appendices set out in this Prospectus. All references in this
Prospectus to dates and times shall mean Singapore dates and times unless otherwise specified.
Unless otherwise specified, all information relating to the Properties in this Prospectus are as at
31 December 2009.
vi
MARKET AND INDUSTRY INFORMATION
This Prospectus includes market and industry data and forecasts that have been obtained from internal
surveys, reports and studies, where appropriate, as well as market research, publicly available
information and industry publications. Industry publications, surveys and forecasts generally state that
the information they contain has been obtained from sources believed to be reliable, but there can be
no assurance as to the accuracy or completeness of such information. While the Manager has taken
reasonable steps to ensure that the information is extracted accurately and in its proper context, the
Manager has not independently verified any of the data from third-party sources or ascertained the
underlying economic assumptions relied upon therein.
vii
This page has been intentionally left blank.
SUMMARY
The following summary is qualified in its entirety by, and is subject to, the more detailed information
contained or referred to elsewhere in this Prospectus. The meanings of terms not defined in this
summary can be found in the Glossary or in the trust deed constituting CLT dated 11 February 2010 (as
amended) (the Trust Deed). A copy of the Trust Deed can be inspected at the registered office of the
Manager, which is located at 6 Temasek Boulevard, #16-02 Suntec Tower Four, Singapore 038986.
Statements contained in this summary that are not historical facts may be forward-looking statements.
Such statements are based on certain assumptions and are subject to certain risks and uncertainties
which could cause actual results of CLT to differ materially from those forecast or projected (see
Forward-Looking Statements on page v). Under no circumstances should the inclusion of such
information herein be regarded as a representation, warranty or prediction with respect to the accuracy
of the underlying assumptions by CLT, the Manager, the Trustee, the Joint Global Coordinators, the
Issue Managers, the Sponsor or any other person or that these results will be achieved or are likely to
be achieved. Investing in the Units involves risks. Prospective investors are advised not to rely solely
on this summary, but to read this Prospectus in its entirety and, in particular, the sections from which
the information in this summary is extracted and Risk Factors to better understand the Offering and
CLTs businesses and risks.
OVERVIEW OF CACHE LOGISTICS TRUST
CLT is a Singapore-based real estate investment trust (REIT) established principally to invest in
income-producing real estate used for logistics purposes in Asia-Pacific
1
, as well as real estate-related
assets.
CLTs initial portfolio of properties comprise six high quality logistics warehouse properties located in
Singapore (the Initial Portfolio), with an aggregate gross floor area (GFA) of 3,856,743 sq ft. These
properties are (i) CWT Commodity Hub, (ii) CWT Cold Hub, (iii) Schenker Megahub, (iv) C&P Changi
Districentre, (v) Hi-Speed Logistics Centre and (vi) C&P Changi Districentre 2 (collectively, the
Properties)
2
. (See Business and Properties on page 72 for further details.)
Objective
The Managers key objective is to provide unitholders of CLT (Unitholders) with regular and stable
distributions and long-term growth in distribution per Unit (DPU) and net asset value (NAV) per Unit,
while maintaining an appropriate capital structure.
Strategy
The Manager plans to achieve its objective through the following strategies:
Acquisition growth strategy The Manager will pursue acquisition opportunities that provide
attractive cash flows and yields relative to CLTs weighted average cost of capital, and
opportunities for future income and capital growth.
Active asset management strategy The Manager will work with the Master Lessees and
others to mitigate re-leasing risks and to grow organically, thereby increasing the yield of the
Properties and, correspondingly, the NAV per Unit.
1 For the purposes of CLTs investment mandate above, Asia-Pacific is defined as Singapore, Malaysia, Indonesia,
Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan, Korea, Australia and New Zealand.
2 Unless otherwise specified, all information relating to the Properties in this Prospectus are as at 31 December 2009.
1
Focused development strategy Within the limits of Appendix 2 of the Code on Collective
Investment Schemes issued by the MAS (the CIS Code, and Appendix 2 of the CIS Code, the
Property Funds Appendix), the Manager will prudently undertake development activity when
appropriate opportunities arise while mitigating construction and leasing risks.
Capital and risk management strategy The Manager will endeavour to employ an
appropriate mix of debt and equity in financing acquisitions, and utilise interest rate and currency
hedging strategies where appropriate.
Divestment strategy The Manager will free up capital for re-deployment as and when
appropriate.
Structure of CLT
ARA-CWT Trust Management (Cache) Limited is the manager of CLT. The Manager has general
powers of management over the assets of CLT. The Managers main responsibility is to manage CLTs
assets and liabilities for the benefit of Unitholders. The Manager will set the strategic direction of CLT
and give recommendations to the Trustee on the acquisition, divestment and/or enhancement of assets
of CLT in accordance with its stated investment policy. The Manager is 60.0% owned by ARA and
40.0% owned by CWT.
Cache Property Management Pte. Ltd. is the property manager of CLT (the Property Manager). The
Property Manager is responsible for providing property management, lease management, project
management, marketing and administration of property tax services for the properties in CLTs portfolio.
The Property Manager is 60.0% owned by CWT and 40.0% owned by ARA.
The following diagram illustrates the relationship between CLT, the Manager, the Property Manager, the
Trustee and the Unitholders:
Unitholders
Ownership of
Units
Distributions
Property Manager

Property Management
Services
Property Management Fees
Ownership of assets
Manager

Acts on behalf of
Unitholders
CLT

Trustee Fee
Trustee

Management Fees
Management services
Net Property Income
The Properties
2
INVESTMENT HIGHLIGHTS
The Manager believes that the key investment attractions of CLT are:
Attractive and resilient logistics property fundamentals in Singapore
The Manager believes that the Initial Portfolio offers Unitholders exposure to the healthy and sustained
demand for logistics properties in Singapore and the opportunity to tap on the strength and resilience
of the Singapore logistics industry. The logistics property market in Singapore enjoys favourable
demand and supply dynamics and has demonstrated cyclical stability and resilience. Demand and
occupancy for warehouse space has increased steadily since 2003, and abated only in 2009 due to the
global financial crisis.
The logistics property market in Singapore benefits from the following trends and characteristics of the
logistics industry:
as Asia increases in importance as a manufacturing and consumer market with Singapore as a
core logistics centre, the increased outsourcing of logistics activities to third party logistics
providers (3PLs) is expected to increase demand for logistics infrastructure and property to
support such 3PLs. Contract logistics and freight forwarding market volumes in Singapore are
estimated to grow at a compound annual growth rate (CAGR) of 16.0% and 8.6% respectively
from 2007 to 2011. The logistics industry is expected to grow from approximately 9.0% in 2008 to
up to 13.0% of Singapores GDP by 2012;
Singapore is widely recognised as a world-class logistics hub featuring excellent connectivity and
world-class infrastructure including the worlds top ranked container port and Southeast Asias top
cargo airport. Singapore was ranked second globally in the World Banks 2010 Logistics
Performance Index and has been ranked number one in Asia for the past four consecutive years
for ease of doing business
1
;
demand for logistics properties in Singapore is expected to continue to benefit from deliberate and
proactive government policies and initiatives to position Singapore as a world-class logistics and
supply chain management centre. Such initiatives include the Approved Shipping and Logistics
Scheme, the Approved International Shipping Enterprise Scheme, Changi Airport Growth Initiative
and the Zero GST Warehouse Scheme among others targeted at stimulating the logistics industry;
21 of the top 25 global logistics providers have a significant presence in Singapore. Despite the
challenging economic climate in 2009, key logistics and distribution companies such as Agility,
TNT, Panalpina and Zuellig Pharma have either relocated their Asia-Pacific headquarters to
Singapore, expanded or upgraded their facilities in Singapore; and
growth of specialised logistics needs in Singapore, including biomedical, chemical and
commodities logistics needs, which enhances demand for logistics properties.
1 See Appendix F, Independent Logistics Property Market Research Report. World Bank has not provided its consent, for
the purposes of Section 249 (read with Section 302) of the SFA, to the inclusion of the information extracted from the
relevant report issued by it, and is thereby not liable for such information under Sections 253 and 254 (read with Section
302) of the SFA. While the Manager has taken reasonable action to ensure that the information has been reproduced in its
proper form and context, and that it has been extracted from the Independent Logistics Property Market Research Report
accurately and fairly, neither the Manager nor any other party has conducted an independent review of, nor verified the
accuracy of, such information.
3
The Manager also believes that CLT will benefit from the favourable supply dynamics in the logistics
property sector, driven by the following:
from 2007 to 2011, the market supply of logistics properties (measured in terms of area) in
Singapore is expected to increase at a CAGR of 3.3%. The anticipated demand for logistics
properties (measured in terms of contract value) is driven by the expected growth at a CAGR of
16.0% and 8.6% respectively for contract logistics and freight forwarding market volumes from
2007 to 2011;
the average annual potential supply of warehouse space from 2010 to 2013 of 1,031,740 sq ft is
less than the historical annual average in the past decade of 1,732,251 sq ft;
ramp-up warehouse space in Singapore is limited, constituting only an estimated 15.1 million sq
ft, or 20.3% of total warehouse stock. High barriers to entry exist for the development of new
efficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of one
hectare and the specialised planning and design specifications required for such properties; and
a significant portion of potential warehouse supply up to 2013 (inclusive) is expected to be
owner-occupied, which limits future supply for occupancy by third parties and is therefore
expected to further support rent and capital values for warehouse properties available for third
party occupancy.
(See Appendix F, Independent Logistics Property Market Research Report for further details.)
High quality logistics property portfolio with strong market share of ramp-up warehouses in
Singapore
The Manager believes that the Initial Portfolio offers Unitholders an exposure to a unique portfolio of
properties with the following key competitive advantages:
97.3%
1
of the Initial Portfolio by GFA comprises modern ramp-up warehouses. Ramp-up
warehouses have the following competitive operational and cost advantages in attracting users
compared to conventional cargo-lift warehouses:
direct vehicular access to all warehouse units;
lower operating and maintenance expenses; and
efficiency advantages in the movement of cargo.
In addition, ramp-up warehouses are more resilient as their rents are likely to recover faster than
conventional multiple-user cargo-lift warehouse space when the economy improves and
conversely would be less severely impacted during an economic downturn;
the Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore;
CWT Commodity Hub is the largest warehouse in Singapore and one of the largest in Southeast
Asia with close to 2.3 million sq ft of GFA, which allows end-users
2
to consolidate their warehouse
space within a single facility;
1 This includes CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics
Centre.
2 End-users refer to the entities that directly utilise the space at the Properties, which includes customers of the Master
Lessees contracted through Service Agreements (as defined herein), end-customers of the Master Lessees customers
which are logistics service providers (together, the Service End-Users) and the anchor tenants of the Properties (the
Sub-Tenants End-Users).
4
CWT Cold Hub is the first and only ramp-up cold storage warehouse and one of the largest and
newest cold storage facilities in Singapore. CWT Cold Hub is expected to benefit from the
increased market demand for the convenience of packaged and frozen food;
Schenker Megahub and Hi-Speed Logistics Centre are two of the only 11 properties located in the
Airport Logistics Park of Singapore (ALPS), the only logistics park in Singapore with free trade
zone (FTZ) status. ALPS is adjacent to Changi Airport, and offers savings on duties and
efficiency in customs clearance to logistics service providers and end-users located within the
FTZ. In addition, Schenker Megahub is the largest freight and logistics property in ALPS sited on
a land area in excess of two hectares;
C&P Changi Districentre is one of only two ramp-up warehouses within Changi International
LogisPark (South), an area which is one of the most established logistics clusters in Singapore
and where no additional potential supply is expected because all of the available land plots in the
area have been fully allocated;
the Properties are strategically located in established logistics clusters, near air and sea
transportation ports, such as, Changi Airport, PSA Terminals and Jurong Port;
the Properties are modern with a weighted average age (by GFA) of 2.12 years, which translates
into lower capital and maintenance expenditure in the near term; and
the Properties are located in Singapore, which is a premier logistics hub with strong air and sea
connectivity globally.
The Manager believes that the Initial Portfolio will attract strong demand due to the strategic location
as well as the quality specifications which result in high efficiency and versatility for end-users. (See
Business and Properties on page 72 and Appendix F, Independent Logistics Property Market
Research Report for further details.)
Strong and diverse demand for the Properties by underlying end-users
The Manager believes that the Properties enjoy strong demand from a diverse spectrum of end-users.
The Properties are 94.1%
1
occupied by and contracted to end-users. The Properties have a diverse
spread of 26 end-users comprising domestic and international companies with 91.4% of the Occupied
GFA (being the total GFA of the Properties which is occupied by and contracted to end-users) taken up
by multinational corporations and government agencies (as opposed to small and medium enterprises).
The largest end-user accounts for 16.1% of the Occupied GFA. The top five end-users together account
for 56.5% of the Occupied GFA, demonstrating diversity in the end-users.
The end-users are also diversified by trade sector and some of these end-users also operate in more
than one trade sector. 53.0% of the Occupied GFA is taken up by end-users in the industrial and
consumer goods sectors and 23.0% of the Occupied GFA is taken up by end-users in the commodities
and chemical sectors.
The Service Agreements and sub-lease agreements entered into by the Service End-Users or
Sub-Tenants End-Users and the respective Master Lessees have a balanced expiry profile, with 53.6%
of Occupied GFA under these agreements expiring after 2012.
1 This does not include the parts of CWT Commodity Hub which received the temporary occupation permits (TOP) on
28 September 2009 and 19 October 2009. As it typically takes up to six months for the occupancy of a newly completed
property to stabilise, the Manager is therefore of the view that it would not be representative to include such parts when
computing the occupancy rate for CWT Commodity Hub as at 31 December 2009 when the occupancy at such parts of the
CWT Commodity Hub was not yet stabilised.
5
In addition, 71.6% of the Occupied GFA is occupied by end-users that have committed capital
expenditure on the fit-out of their space, thus increasing the incentive for such end-users to continue
to occupy the Properties. This is illustrated by the high renewal rates of 95.0% per annum for the past
three years achieved by the Master Lessees at the Properties.
79.1% of the Occupied GFAis occupied by direct counterparties of the Master Lessees being 3PLs and
third party end-users. The remaining 20.9% of the Occupied GFA is contracted from the Master
Lessees by CWT related entities, which has in turn been fully contracted for use by third party
end-users.
(See Business and Properties on page 72 for further details on the end-users.)
Stable distributions
Assuming that the Listing Date is 1 January 2010, the Manager has forecast in respect of the Forecast
Year 2010 (as defined herein), based on the Offering Price of S$0.88 per Unit, DPU of approximately
7.65 cents, which is equivalent to a distribution yield of 8.70%.
The Manager has also forecast distribution yield to be 8.82% for the Projection Year 2011 (as defined
herein), based on the Offering Price of S$0.88 per Unit.
CLTs distribution policy is to distribute 100.0% of its Taxable Income (as defined herein) and
tax-exempt income, if any, for the period from the Listing Date to 31 December 2011 and thereafter to
distribute at least 90.0% of its Taxable Income and tax-exempt income, if any, (after deduction of
applicable expenses). The actual level of distribution will be determined at the Managers discretion.
Assuming that the Taxable Income and tax-exempt income for the financial year ending 2012 is the
same as the Taxable Income and tax-exempt income for the Projection Year 2011, if CLT distributes
only 90.0% of the Taxable Income and tax-exempt income for the financial year ending 2012, the
amount of distributions to Unitholders for the financial year ending 2012 will be less than the amount
distributed for the Projection Year 2011.
The actual proportion of Taxable Income and tax-exempt income distributed to Unitholders beyond
31 December 2011 may be greater than 90.0% to the extent that the Manager believes it to be
appropriate, having regard to CLTs funding requirements, other capital management considerations
and the overall stability of distributions.
CLT will make distributions to Unitholders on a quarterly basis, with the amount calculated as at
31 March, 30 June, 30 September and 31 December in each year for the three-month period ending
on each of those dates. However, CLTs first distribution after the Listing Date will be for the period from
the Listing Date to 30 September 2010 and will be paid by the Manager on or before 29 November
2010. Subsequent distributions will be made on a quarterly basis. Under the Trust Deed, the Manager
is required to pay distributions no later than 60 days after the end of each distribution period.
Such yields will vary accordingly for investors who purchase Units in the secondary market at a market
price different from the Offering Price. The profit forecast and profit projection from which this
information is extracted are based on the various assumptions set out in the section titled Profit
Forecast and Profit Projection on page 57. There can be no assurance that the profit forecast and profit
projection will be met and the actual yields per Unit may be materially different from the forecast and
projected amounts. (See Risk Factors Risks Relating to an Investment in the Units The actual
performance of CLT and the Properties could differ materially from the forward-looking statements in
this Prospectus on page 45 for further details.)
6
Long term triple net leases
1
with the Sponsor and C&P
The Initial Portfolio will be leased to (i) the Sponsor, (ii) C&P, which holds 35.9% of the issued share
capital of the Sponsor as at 15 March 2010, being the latest practicable date prior to the lodgment of
this Prospectus with the MAS (the Latest Practicable Date) and (iii) certain subsidiaries of C&P
(collectively, the Master Lessees) pursuant to the master lease agreements (the Master Lease
Agreements).
The Master Lease Agreements (together with the CWT Commodity Hub Individual Lease Agreements
(as defined herein)) provide for long lease durations ranging from 5.0 to 10.0 years
2
and a weighted
average lease expiry (WALE) of 6.4 years
3
, with locked-in annual rental escalations
4
and a triple net
lease structure for the first five years of the initial contracted lease term. The triple net lease structure
of the Master Leases (as defined herein) means that ongoing property expenses are borne by the
Master Lessees and not CLT. In addition, the Manager expects minimal capital expenditure for the
Forecast Year 2010 and the Projection Year 2011, given that the Properties are relatively new and any
defects which have been identified in the building audits are expected to be rectified by the relevant
vendors of the Properties (the Vendors) prior to the Listing Date. The Manager believes that
Unitholders will benefit from the predictable growth in CLTs cash flows arising from the Master Lease
Agreements. In addition, the Master Lease Agreements are secured by a 12-month rental deposit in the
form of cash or bankers guarantees.
The Independent Valuers (as defined herein) have reviewed the terms of the Master Lease Agreements
and are of the opinion that the contracted rent under the Master Lease Agreements is within the market
acceptable range. The table below sets out the contracted rent, the implied gross rent (based on the
triple net cost) and the market acceptable gross rent based on the Independent Valuers valuation
reports.
1 Triple net lease refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) land
rent, (ii) property tax and (iii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts and
other mechanical and electrical (M&E) items. The landlord pays for any structural repairs and replacement of structural
parts of the buildings in the property and replacement of M&E items. As a comparison, a double net lease generally refers
to a lease whereby the lessee pays for rent and (i) land rent or property tax and (ii) insurance and day-to-day maintenance.
A single net lease generally refers to a lease whereby the lessee pays for rent and day-to-day maintenance.
2 This lease term includes the three separate lease agreements which will be entered into in respect of specific premises in
CWT Commodity Hub, in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry
of its initial five-year term. The terms of the three separate lease agreements, which will commence at the expiration of the
initial Master Lease term, will range from one to five years (the CWT Commodity Hub Individual Lease Agreements).
This does not preclude CLT from agreeing and signing extensions of either the Master Lease or individual leases as the case
may be beyond the expiry date of the initial lease terms.
3 Weighted by GFA, assuming a commencement date of 1 January 2010.
4 See Business and Properties Certain Information on the Properties Master Lease Agreements Rental Escalation
and Pricing Determinants on page 82 for further details.
7
Property (S$ per sq ft per month)
Actual Triple
Net Rent
Triple Net
Cost
(1)
Implied
Gross Rent
(2)
Market Acceptable
Monthly
Gross Rent
(3)
CWT Commodity Hub S$1.05 S$0.16 S$1.21 S$1.10 to S$1.40
CWT Cold Hub S$2.40 S$0.23 S$2.63 S$2.30 to S$2.65
Schenker Megahub S$1.40 S$0.25 S$1.65 S$1.60 to S$1.94
C&P Changi Districentre S$1.40 S$0.24 S$1.64 S$1.60 to S$1.94
Hi-Speed Logistics Centre S$1.40 S$0.26 S$1.66 S$1.60 to S$1.94
C&P Changi Districentre 2 S$1.20 S$0.23 S$1.43 S$1.20 to S$1.50
Notes:
(1) The triple net cost comprises (i) land rent, (ii) property tax and (iii) insurance and maintenance expenses. Such costs for
2009 are estimated based on actual costs incurred and estimates based on the previous years expenses.
(2) The implied gross rent takes into account the triple net cost.
(3) Range of market acceptable monthly gross rent based on the lower and upper limits of the gross monthly rent at comparable
properties for each Property as provided by CB Richard Ellis (Pte) Ltd (CBRE) and Knight Frank Pte Ltd (Knight Frank)
(collectively, the Independent Valuers).
Sponsorship and logistics property expertise of CWT, one of Southeast Asias largest listed
logistics operators
CWT is one of the largest listed logistics operators based in Southeast Asia (by market capitalisation
(S$590.3 million as at the Latest Practicable Date) and revenue (S$623.9 million for the financial year
ended 31 December 2009)) and has operations globally. The Manager believes that CLT will benefit
from the market leadership of the Sponsor and C&P in their respective fields.
The Manager believes that CLT stands to benefit from the sponsorship and logistics property expertise
of CWT, including its ability to identify, develop and acquire logistics properties.
Leverage on CWT to provide logistics solutions
Since its establishment in 1970, CWT has accumulated an in-depth knowledge of logistics users
demands and requirements through its track record of developing and managing logistics properties
spanning over 8.5 million sq ft globally, of which 6.5 million sq ft is located in Singapore
1
. CWT has 75
offices across 14 countries and has direct calling to 120 ports and 1,200 destinations. (See The
Sponsor and ARA The Sponsor on page 119 for further details on the Sponsor.)
CWT has established networks and relationships in Singapore and internationally, including close
relationships with major global logistics service providers. Where end-users require logistics services,
CLT is well positioned to partner with CWT (or with other logistics service providers via CWT) to offer
real estate solutions and logistics services respectively, so as to provide complete solutions for
end-users needs.
Leverage on CWT for development expertise
In respect of potential development activities to further deliver incremental returns to Unitholders, the
Manager believes that it will benefit from CWTs expertise in the planning, design and construction of
logistics properties to mitigate construction and leasing risks.
1 This is inclusive of CWT Commodity Hub and CWT Cold Hub as at 31 December 2009.
8
Leverage on CWT and C&P for acquisition opportunities
The Manager believes that CLT will be able to leverage on CWTs networks and relationships to identify
potential acquisitions of logistics properties in Asia-Pacific, including those of logistics properties owned
by these major global logistics service providers.
In addition, each of the Sponsor and C&P has granted a right of first refusal to CLT (the CWT ROFR
and the C&P ROFR, respectively), subject to certain conditions, which provides CLT with access to
future acquisition opportunities of income-producing properties located in Singapore, Malaysia,
Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan, Korea,
Australia and New Zealand. As at 31 December 2009, there are 11 properties (totalling 2.2 million sq
ft of GFA) currently owned by the Sponsor in Singapore and China which are subject to the CWT
ROFR
1
, and two income-producing properties (totalling over 723,651 sq ft of GFA) currently owned by
C&P in Singapore which are subject to the C&P ROFR. (See Strategy Acquisition Growth Strategy
on page 65 and Certain Agreements Relating to Cache Logistics Trust and the Properties Right of
First Refusal on page 132 for further details.)
Benefits from ARAs management expertise as an experienced and leading REIT manager
ARA is an Asian real estate fund management group listed on the SGX-ST with a market capitalisation
of S$663.5 million as at the Latest Practicable Date. Established in July 2002 by ARAs Group CEO, Lim
Hwee Chiang John, and Cheung Kong (Holdings) Limited, ARAs real estate assets under management
have grown substantially from S$0.6 billion as at 31 December 2003 to S$13.5 billion as at 31
December 2009.
As at the Latest Practicable Date, ARA is one of the largest REIT managers in Asia (excluding Japan)
in terms of real estate assets under management. It has an established track record of managing
publicly-listed REITs in Singapore, Hong Kong and Malaysia with a diversified portfolio spanning the
office, retail and industrial/office sectors.
(See The Sponsor and ARA ARA on page 120 for further details on ARA.)
The Manager believes it is able to create synergies through leveraging on the logistics property
expertise of CWT and the REIT management and capital markets expertise of ARA for the benefit of
Unitholders.
Experienced and professional management team
The Manager believes that Unitholders will benefit from the experience of key staff members of the
Manager and the Property Manager in fund, asset, development and property management in the
Singapore logistics property markets.
(See The Manager and Corporate Governance The Manager of CLT Executive Officers of the
Manager Expertise and experience of Executive Officers on page 100 for details of the expertise
and experience of the professional management team of the Manager.)
Capital structure that provides stability and future financing flexibility
CLT has in place committed four-year secured transferable loan facilities of up to S$225.3 million
(Facilities), comprising a term loan facility of up to S$200.3 million (TLF) and a S$25.0 million
1 This number includes properties which are currently under construction but will when completed and operational be income
producing and subject to the CWT ROFR.
9
revolving credit facility (RCF), from Macquarie (Asia) Pte. Ltd., Standard Chartered Bank and DBS.
Interest on each of the TLF and RCF is based on the relevant Singapore dollar swap offer rate plus a
margin of 2.3% per annum.
S$191.0 million of the Facilities is expected to be drawn down by CLT on the Listing Date, resulting in
an Aggregate Leverage
1
of 25.9%.
The Manager believes that CLTs conservative capital structure provides a buffer against potential
volatility in the debt financing markets, while positioning CLT to effectively execute future acquisitions
at attractive terms.
Tax benefits
The Inland Revenue Authority of Singapore (IRAS) has issued a tax ruling on the taxation of CLT and
its Unitholders (the Tax Ruling). Subject to meeting the terms and conditions of the Tax Ruling, the
key tax implications on the distributions made out of the Taxable Income of CLT and received by certain
classes of Unitholders are summarised as follows:
Qualifying Unitholders (as defined herein) and Individuals Taxable Income will not be taxed at
CLTs level and Qualifying Unitholders and Individuals will receive distributions free of any
Singapore income tax deducted at source; and
Qualifying Foreign Non-individual Unitholders (as defined herein) Taxable Income will not be
taxed at CLTs level. However, Qualifying Foreign Non-individual Unitholders will receive
distributions out of Taxable Income (made up to 31 March 2015
2
) after tax deducted at source at
the reduced rate of 10.0%.
(See Taxation on page 149 and Appendix D Independent Taxation Report for further details.)
CERTAIN INFORMATION ON THE INITIAL PORTFOLIO
The table below sets out certain information on the Properties.
Property
(Location)
Property
Type
GFA
(sq ft)
JTC
Leasehold
Tenure
Master
Lessee
Contracted
Lease
Term
Purchase
Price
(1)
Average
Independent
Valuation
(2)
CWT
Commodity
Hub
(24 Penjuru
Road)
Ramp-up
logistics
facility
2,295,994
(3)
29 years
with effect
from 19
August
2006
CWT 5.0 to 10.0
years
(4)
S$323.0
million
S$325.5
million
CWT Cold Hub
(2 Fishery Port
Road)
Ramp-up
cold
storage
logistics
facility
341,944
(5)
30 years
with effect
from 20
December
2005 + 30
years
CWT 5.0 years S$122.0
million
S$129.6
million
Schenker
Megahub
(51 ALPS
Avenue)
Ramp-up
logistics
facility
439,956 30 years
with effect
from 1 June
2005 + 30
years
C&P Land
Pte. Ltd.
Over 6
years,
expiring on
31 August
2016
S$99.0
million
S$101.0
million
1 Aggregate Leverage is defined as the ratio of the value of borrowings and deferred payments (if any) to the value of
deposited property of CLT (the Deposited Property).
2 Announced in Singapore Budget 2010, but not yet promulgated into law.
10
Property
(Location)
Property
Type
GFA
(sq ft)
JTC
Leasehold
Tenure
Master
Lessee
Contracted
Lease
Term
Purchase
Price
(1)
Average
Independent
Valuation
(2)
C&P Changi
Districentre
(5 Changi
South Lane)
Ramp-up
logistics
facility
364,278 30 years
with effect
from 16
August
2005 + 30
years
C&P
Distribution
Pte. Ltd.
5.0 years S$82.0
million
S$83.3
million
Hi-Speed
Logistics
Centre
(40 ALPS
Avenue)
Ramp-up
logistics
facility
308,626 30 years
with effect
from 16
August
2005 + 30
years
C&P
Distribution
Pte. Ltd.
Over 6
years,
expiring on
15 October
2016
S$69.5
million
S$70.8
million
C&P Changi
Districentre 2
(3 Changi
South Street 3)
Cargo lift
logistics
facility
105,945 30 years
with effect
from 16
February
1996 + 30
years
C&P 5.0 years S$17.7
million
S$19.8
million
Total/Weighted
Average
3,856,743 6.4 years
(6)
S$713.2
million
S$729.9
million
Notes:
(1) The purchase price of two of the Properties will be paid partly in cash and partly in Consideration Units. The Sponsor will
receive 77,381,000 Consideration Units (the Sponsor Units) as part of the purchase price of CWT Cold Hub, and C&P
will receive 11,905,000 Consideration Units (the C&P Units) as part of the purchase price of C&P Changi Districentre 2,
with the balance purchase price of these two Properties to be satisfied in cash. The purchase price for CWT Commodity
Hub, Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics Centre will be satisfied entirely in cash. The
Consideration Units will account for 11.0% of the total purchase consideration for the Properties.
(2) Average Independent Valuation refers to the average of the two valuations conducted by CBRE and Knight Frank. In arriving
at the market value of each Property, CBRE and Knight Frank have adopted the capitalisation approach/investment method
and the discounted cash flow method (see Business and Properties Certain Information on the Properties Valuation
and Purchase Price on page 78 and Appendix E, Independent Property Valuation Summary Reports for further details).
(3) Does not include container yard area of 103,793 sq ft which forms part of CWT Commodity Hub that will be acquired by CLT.
(4) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub Individual
Lease Agreements which will be entered into in connection with CWT Commodity Hub in the event that the Master Lease
Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the CWT
Commodity Hub Individual Lease Agreements, which will commence at the expiration of the initial Master Lease term, will
range from one to five years. CLT may agree and sign extensions of either the Master Lease or individual leases, as the
case may be, beyond the expiry date of the initial lease terms.
(5) The GFA comprises cold room space of 158,882 sq ft, ambient warehouse space of 117,664 sq ft and ancillary office and
service areas of 65,398 sq ft.
(6) Weighted based on total GFA for the Properties, assuming a commencement date of 1 January 2010.
11
CERTAIN INFORMATION ON THE MASTER LESSEES
CWT
The Master Lessee of CWT Commodity Hub and CWT Cold Hub is CWT. Selected financial information
extracted from the unaudited accounts of CWT as at and for the year ended 31 December 2009 as
announced by CWT on 25 February 2010 is as follows:
As at 31 December 2009
(1)
S$000
Net debt 88,311
Shareholders equity 309,504
Financial year ended 31 December 2009
Revenue 623,929
Earnings before interest, tax, depreciation and amortisation 58,806
(2)
Net finance cost 2,600
(3)
Net profit after tax 36,909
Notes:
(1) CWTs audited accounts for the year ended 31 December 2009 is not available as at the Latest Practicable Date.
(2) After subtracting amortisation of deferred gain of S$10,194,000.
(3) Denotes interest cost less interest income, excluding any accounting adjustments to financial items.
C&P and its relevant subsidiaries
The Master Lessee of Schenker Megahub is C&P Land Pte. Ltd. The Master Lessee of C&P Changi
Districentre and Hi-Speed Logistics Centre is C&P Distribution Pte. Ltd. The Master Lessee of C&P
Changi Districentre 2 is C&P. C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. are subsidiaries of
C&P, and C&P has provided corporate guarantees to the Trustee in connection with the lease
obligations of C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. during the term of the Master Leases
in respect of Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics Centre (the
Corporate Guarantees). C&P is one of the largest home grown privately-owned logistics companies
in Singapore, offering a continuum of logistics solutions, which includes warehousing, transportation
and sea and air forwarding services. C&P is also involved in other businesses such as car rental and
event management, marine services and oil & gas project logistics services. Selected financial
information extracted from the audited accounts of C&P as at and for the year ended 31 December
2008 is as follows:
As at 31 December 2008
(1)
S$000
Net debt 44,164
Shareholders equity 305,547
Financial year ended 31 December 2008
(1)
Revenue 684,807
Earnings before interest, tax, depreciation and amortisation 127,213
(2)
Net finance cost 2,962
(3)
Net profit after tax 124,828
Notes:
(1) C&Ps results include consolidation of C&Ps interest in CWT. C&Ps audited accounts for the year ended 31 December 2009
is not available as at the Latest Practicable Date.
(2) After subtracting amortisation of deferred gain of S$35,230,000.
(3) Denotes interest cost less interest income, excluding any accounting adjustments to financial items.
12
DEEMED APPROVAL
Unitholders should note that the entry into and the fees, charges and rents payable by CLT pursuant
to the Exempted Agreements (as defined herein) are deemed to have been specifically approved by the
Unitholders upon subscription for the Units and are therefore not subject to Rules 905 and 906 of the
Listing Manual of the SGX-ST (the Listing Manual) to the extent that there is no subsequent change
to the rates and/or bases of the fees charged thereunder which will adversely affect CLT. (See The
Manager and Corporate Governance Related Party Transactions Exempted Agreements on
page 116 for further details.)
By subscribing for the Units under the Offering, investors are also deemed to have (i) approved the
issuance of all Units comprised in the Offering, the Consideration Units, the ARA Units and the
Cornerstone Units and (ii) given the Manager a Unit issue mandate and an issue price mandate on the
terms and for the duration set out in the section entitled The Formation and Structure of Cache
Logistics Trust Unit Issue Mandate and Issue Price Mandate on page 123.
CERTAIN FEES AND CHARGES
The following is a summary of the amounts of certain fees and charges payable by the Unitholders in
connection with the subscription for or trading of the Units (so long as the Units are listed):
Payable by the
Unitholders directly Amount payable
(a) Subscription fee or preliminary
charge
N.A.
(1)
(b) Realisation fee N.A.
(1)
(c) Switching fee N.A.
(1)
(d) Any other fee Prevailing brokerage commissions (if applicable) and
clearing fee for trading of Units on the SGX-ST at the rate
of 0.04% of the transaction value, subject to a maximum
of S$600.00 per transaction and Goods and Services Tax
(GST) chargeable thereon. Investors in the Placement
Tranche may be required to pay brokerage of up to 1.0%
of the Offering Price.
Note:
(1) As the Units will be listed and traded on the SGX-ST, and Unitholders will have no right to request the Manager to redeem
their Units while the Units are listed, no subscription fee, preliminary charge, realisation fee or switching fee is payable in
respect of the Units.
The following is a summary of certain fees and charges payable by CLT in connection with the
establishment and on-going management and operation of CLT:
Payable by CLT Amount payable
(a) Management fee (payable to the
Manager or its nominee)
Base Fee
0.5% per annum of the value of the Consolidated Assets
(as defined herein).
13
Payable by CLT Amount payable
Performance Fee
1.5% per annum of CLTs Net Property Income (as
defined herein) in the relevant financial year.
The Manager may elect to receive the Base Fee and
Performance Fee in cash or Units or a combination of
cash and Units (as it may in its sole discretion
determine).
For the Forecast Year 2010 and the Projection Year 2011,
the Manager has elected to receive 75.0% of the Base
Fee and 75.0% of the Performance Fee in the form of
Units, except that where the issue price (which is equal to
the Market Price (as defined in the Trust Deed)) of each
Unit is at a discount of at least 20.0% to the NAV per Unit,
the Manager has, for the Forecast Year 2010 and the
Projection Year 2011, committed to receive the Base Fee
and the Performance Fee wholly in cash.
(b) Trustees fee The Trustees fee is currently 0.03% per annum of the
value of the Deposited Property, subject to a minimum of
S$15,000 per month (maximum of 0.25% per annum of
the value of the Deposited Property), excluding out-of-
pocket expenses and GST. The actual fee payable will be
determined between the Manager and the Trustee from
time to time. The Trustee will also be paid a one-time
inception fee of S$50,000.
(c) Any other substantial fee or
charge (i.e. 0.1% or more of
CLTs asset value)
(i) Acquisition fee (payable to
the Manager or its
nominee)
1.0% of each of the following as is applicable (subject to
there being no double-counting):
in relation to an acquisition (whether directly or
indirectly through one or more special purpose
vehicles (SPV) of CLT) of any real estate, the
acquisition price of any real estate purchased by
CLT, plus any other payments
1
in addition to the
acquisition price made by CLT or its SPVs to the
vendor in connection with the purchase of the real
estate (pro rated if applicable to the proportion of
CLTs interest);
1 Other payments refer to additional payments to the vendor of the asset, for example, where the vendor has already made
certain payments for enhancements to the asset, and the value of the asset enhancements is not reflected in the acquisition
price as the asset enhancements are not completed, but other payments do not include stamp duty or other payments to
third party agents and brokers.
14
Payable by CLT Amount payable
in relation to an acquisition (whether directly or
indirectly through one or more SPVs of CLT) of any
SPVs or holding entities which holds real estate, the
underlying value of any real estate which is taken
into account when computing the acquisition price
payable for the acquisition from the vendor of the
equity interests of any vehicle holding directly or
indirectly the real estate purchased by CLT, plus
any additional payments made by CLT or its SPVs
to the vendor in connection with the purchase of
such equity interests) (pro rated if applicable to the
proportion of CLTs interest); or
the acquisition price of any investment by CLT,
whether directly or indirectly through one or more
SPVs, in any debt securities of any property
corporation or other SPV owning or acquiring real
estate.
For the purpose of this acquisition fee, equity interests
include all classes and types of equity securities relating
to real estate which shall, for the avoidance of doubt,
exclude any investment in debt securities of any property
corporation or other SPV owning or acquiring real estate.
The acquisition fee is payable to the Manager in the form
of cash and/or Units (as the Manager may elect). Under
the Property Funds Appendix, in respect of any
acquisition of real estate assets from interested parties,
such a fee should be in the form of Units issued by CLT
at prevailing market price(s). Such Units should not be
sold within one year from the date of their issuance.
No acquisition fee is payable for the acquisition of the
Properties.
Any payment to third party agents or brokers in
connection with the acquisition of any assets of CLT shall
be paid by the Manager to such persons out of the
Deposited Property of CLT or the assets of the relevant
SPV, and not out of the acquisition fee received or to be
received by the Manager.
15
Payable by CLT Amount payable
(ii) Divestment fee (payable to
the Manager or its
nominee)
0.5% of each of the following as is applicable (subject to
there being no double-counting):
the sale price of any real estate sold or divested,
whether directly or indirectly through one or more
SPVs, by CLT (plus any other payments
1
in addition
to the sale price received by CLT or its SPVs from
the purchaser in connection with the sale or
divestment of the real estate) (pro rated if
applicable to the proportion of CLTs interest);
the underlying value of any real estate-related
assets which is taken into account when computing
the sale price for such real estate-related assets,
sold or divested, whether directly or indirectly
through one or more SPVs, by CLT (pro rated if
applicable to the proportion of CLTs interest); or
the sale price of any investment by CLT, whether
directly or indirectly through one or more SPVs, in
any debt securities of any property corporation or
other SPVs owning or acquiring real estate.
For the purpose of this divestment fee, equity interests
include all classes and types of equity securities relating
to real estate which shall, for the avoidance of doubt,
exclude any investment in debt securities of any property
corporation or other SPV owning or acquiring real estate.
The divestment fee is payable to the Manager in the form
of cash and/or Units (as the Manager may elect). Under
the Property Funds Appendix, in respect of any sale or
divestment of real estate assets to interested parties,
such a fee should be in the form of Units issued by CLT
at prevailing market price(s). Such Units should not be
sold within one year from date of their issuance.
Any payment to third party agents or brokers in
connection with the disposal of any assets of CLT shall
be paid by the Manager to such persons out of the
Deposited Property of CLT or the assets of the relevant
SPV, and not out of the divestment fee received or to be
received by the Manager.
(iii) Property management fee
(payable to the Property
Manager)
The Property Manager is entitled to the following fees on
each property of CLT located in Singapore under its
management:
a property management fee of 2.0% per annum of
Gross Revenue (as defined herein) of each
property; and
1 Other payments refer to additional payments to CLT or its SPVs for the sale of the asset, for example, where CLT or its
SPVs have already made certain payments for enhancements to the asset, and the value of the asset enhancements is not
reflected in the sale price as the asset enhancements are not completed, but other payments do not include stamp duty
or other payments to third party agents and brokers.
16
Payable by CLT Amount payable
a lease management fee of 1.0% per annum of
Gross Revenue of each property.
No lease management fee is payable in relation to the
Initial Portfolio for the first three years of the initial
contracted lease.
The property management fee and the lease
management fee are payable to the Property Manager in
the form of cash.
(iv) Project management fee
(payable to the Property
Manager)
In relation to development and redevelopment of a
property located in Singapore (if not prohibited by the
Property Funds Appendix or if otherwise permitted by the
MAS), the refurbishment, retrofitting and renovation
works on such a property:
where the construction costs are S$2.0 million or
less, a fee of 3.0% of the construction costs;
where the construction costs exceed S$2.0 million
but do not exceed S$20.0 million, a fee of 2.0% of
the construction costs or S$60,000, whichever is
the higher;
where the construction costs exceed S$20.0 million
but do not exceed S$50.0 million, a fee of 1.5% of
the construction costs or S$400,000, whichever is
the higher; and
where the construction costs exceed S$50.0
million, a fee to be mutually agreed by the Manager,
the Trustee and the Property Manager,
(collectively, the Project Management Fee Schedule).
The project management fee is payable to the Property
Manager in the form of cash.
In addition to its fees, the Property Manager will be fully
reimbursed for certain costs. (See Certain Agreements
Relating to Cache Logistics Trust and the Properties
Property Management Agreement Fees
Reimbursable Amounts on page 145.)
Apart from the outstanding fees payable as set out above, there are no fees payable to ARA-CWT Trust
Management (Cache) Limited in the event that ARA-CWT Trust Management (Cache) Limited is
removed as manager of CLT.
17
THE OFFERING
CLT Cache Logistics Trust or CLT, a REIT established in
Singapore and constituted by the Trust Deed.
The Manager ARA-CWT Trust Management (Cache) Limited
The Sponsor CWT
The Trustee HSBC Institutional Trust Services (Singapore) Limited
The Offering 474,108,000 Units offered under the Placement Tranche and
the Public Offer.
The Placement Tranche 433,108,000 Units offered by way of an international
placement to investors, including institutional and other
investors in Singapore other than the Cornerstone Investors,
pursuant to the Offering.
The Units have not been and will not be registered under the
Securities Act and, accordingly, may not be offered or sold
within the United States or to, except in certain transactions
exempt from the registration requirements of the Securities
Act. The Units are being offered and sold in offshore
transactions as defined in and in reliance on Regulation S.
The Public Offer (including
Reserved Units)
The Public Offer Units offered by way of a public offer in
Singapore including the Reserved Units.
41,000,000 Units will be offered under the Public Offer.
Clawback and Re-allocation The Units may be re-allocated between the Placement
Tranche and the Public Offer at the discretion of the Joint
Global Coordinators (in consultation with the Manager), in the
event of an excess of applications in one and a deficit in the
other.
Reserved Units 14,000,000 Units reserved for subscription by the directors,
management, employees and business associates of the
Sponsor, ARA and their subsidiaries.
In the event that any of the Reserved Units are not subscribed
for, they will be made available to satisfy excess applications
(if any) under the Public Offer and/or the Placement Tranche.
Consideration Units Separate from the Offering, C&P and CWT will receive an
aggregate of 89,286,000 Consideration Units at the Offering
Price on the Listing Date in part satisfaction of the purchase
price for CWT Cold Hub and C&P Changi Districentre 2.
18
Subscription by ARA At the same time as, but separate from the Offering, ARAReal
Estate Investors V Limited, an indirect wholly-owned
subsidiary of ARA, has entered into a subscription agreement
to subscribe for 11,905,000 Units at the Offering Price,
conditional upon the Underwriting Agreement having been
entered into, and not having been terminated, pursuant to its
terms on or prior to Settlement Date.
Subscription by the Cornerstone
Investors
Concurrently with, but separate from the Offering, each of the
Cornerstone Investors has entered into a subscription
agreement to subscribe for an aggregate of 56,901,000 Units
at the Offering Price, conditional upon the Underwriting
Agreement having been entered into, and not having been
terminated, pursuant to its terms on or prior to Settlement
Date.
(See Ownership of the Units Information on Cornerstone
Investors on page 50.)
Offering Price S$0.88 per Unit.
Subscription for Units in the
Public Offer
Investors applying for Units by way of Application Forms or
Electronic Applications (both as referred to in Appendix G,
Terms, Conditions and Procedures for Application for and
Acceptance of the Units in Singapore) in the Public Offer will
pay the Offering Price on application, subject to a refund of
the full amount or, as the case may be, the balance of the
application monies (in each case, without interest or any
share of revenue or other benefit arising therefrom) where:
(i) an application is rejected or accepted in part only; or
(ii) the Offering does not proceed for any reason.
For the purpose of illustration, an investor who applies for
1,000 Units by way of an Application Form or an Electronic
Application under the Public Offer will have to pay S$880,
which is subject to a refund of the full amount or the balance
thereof (without interest or any share of revenue or other
benefit arising therefrom), as the case may be, upon the
occurrence of any of the foregoing events.
Investors who are members of the CPF in Singapore may use
their CPF Ordinary Account savings to purchase Units.
The minimum initial subscription is for 1,000 Units. An
applicant may subscribe for a larger number of Units in
integral multiples of 1,000.
19
Investors in Singapore must follow the application procedures
set out in Appendix G, Terms, Conditions and Procedures for
Application for and Acceptance of the Units in Singapore.
Subscriptions under the Public Offer must be paid for in
Singapore dollars. No fee is payable by applicants for the
Units, save for an administration fee for each application
made through automated teller machines and the internet
banking websites of the Participating Banks (as defined
herein).
Lock-ups The Sponsor, C&P and the ultimate individual shareholders of
the controlling shareholders of C&P (Loi Kai Meng (Pte.)
Limited and Stanley Liao Private Limited), being Loi Pok Yen,
Loi Kai Meng, Lim Lay Khia (also known as Lim Lay Choo),
Loi Win Yen, Liao Chung Lik, Stanley K K Liao, Chuang Yong
Hoon, Liao Chung Chi, Liao Chung Hui and Loi Yan Yi
(collectively, the C&P Ultimate Shareholders), ARA and
ARA Real Estate Investors V Limited have each agreed to (i)
a lock-up arrangement during the period commencing from
the date of issuance of the Units until the date falling 180 days
after the Listing Date (both dates inclusive) (the First
Lock-up Period) in respect of all its/his effective interest in
the Sponsor Units, the C&P Units and all of the ARA Units
(ARAUnits together with the Sponsor Units and the C&P Unit,
the Lock-up Units), as the case may be, and (ii) a lock-up
arrangement during the period commencing from the day
immediately following the First Lock-up Period until the date
falling 360 days after the Listing Date (the Second Lock-up
Period) in respect of its/his effective interest in 50.0% of the
relevant Lock-up Units, subject to certain exceptions.
Certain of the C&P Ultimate Shareholders and their
associates, namely, Loi Pok Yen, Loi Kai Meng, Lim Lay Khia
(also known as Lim Lay Choo), Loi Win Yen, Loi Yan Yi, Liao
Chung Lik, Stanley KK Liao, Sylvia Tong Siow Oon and
Mega-Air Pte Ltd (the Relevant C&P Shareholders) have
agreed to provide a lock-up undertaking during (i) the First
Lock-up Period in respect of all of the Units which he/she/it
legally owns or has a direct interest in as at the Listing Date
(such Units shall with respect to each such person be referred
to as the Relevant C&P Shareholder Lock-up Units) and
(ii) the Second Lock-up Period in respect of 50.0% of the
Relevant C&P Shareholder Lock-up Units.
The Manager has also undertaken not to offer, issue, contract
to issue any Units, and make any announcements in
connection with any of the foregoing transactions, during the
First Lock-Up Period, subject to certain exceptions.
(See Plan of Distribution Lock-up Arrangements on page
154.)
Capitalisation S$747.3 million (see Capitalisation on page 53).
20
Use of Proceeds See Use of Proceeds on page 48 and Certain Agreements
Relating to Cache Logistics Trust and the Properties on page
132.
Listing and Trading Prior to the Offering, there was no market for the Units.
Application has been made to the SGX-ST for permission to
list on the Main Board of the SGX-ST:
all the Units comprised in the Offering;
all the Consideration Units;
all the ARA Units;
all the Cornerstone Units; and
all the Units which may be issued to the Manager from
time to time in full or part payment of the Managers fees
(including Units issued to the Manager for the
acquisition fees and divestment fees) (see The
Manager and Corporate Governance Managers
Fees on page 104).
Such permission will be granted when CLT is admitted to the
Official List of the SGX-ST.
The Units will, upon their issue, be listed and quoted on the
SGX-ST and will be traded in Singapore dollars under the
book-entry (scripless) settlement system of The Central
Depository (Pte) Limited (CDP). The Units will be traded in
board lot sizes of 1,000 Units.
No Redemption by Unitholders Unitholders have no right to request the Manager to redeem
their Units while the Units are listed. Unitholders may only
deal in their listed Units through trading on the SGX-ST.
Listing of the Units on the SGX-ST does not guarantee a liquid
market for the Units.
Distribution Policy Distributions from CLT to Unitholders will be computed based
on 100.0% of CLTs Taxable Income and tax-exempt income,
if any (after deduction of applicable expenses) for the period
from the Listing Date to 31 December 2011. Thereafter, CLT
will distribute at least 90.0% of its Taxable Income and
tax-exempt income, if any, (after deduction of applicable
expenses) on a quarterly basis. The first distribution, which
will be in respect of the period from the Listing Date to 30
September 2010 and will be paid by the Manager on or before
29 November 2010. (See Distributions on page 52.)
Tax Considerations CLT has obtained a Tax Ruling from the IRAS in relation to its
income from the investment in properties in Singapore.
21
The Tax Ruling grants tax transparency to CLT on its Taxable
Income that is distributed to Unitholders such that the Trustee
of CLT will not be taxed on such Taxable Income. This is on
the condition that at least 90.0% of such income is distributed
in the year in which the income is derived. Instead, tax will be
imposed on the distributions made out of such Taxable
Income to the Unitholders, by way of tax deduction at source.
However, where the beneficial owners are individuals or
Qualifying Unitholders, the Trustee and the Manager will
make the distributions to such Unitholders without deducting
any income tax at the time of distribution. In addition, where
the beneficial owners are Qualifying Foreign Non-Individual
Unitholders, the Trustee and the Manager will deduct
Singapore income tax at the reduced rate of 10.0% for
distributions made till 31 March 2015
1
.
Apart from its Taxable Income, CLT also has other income
which has Singapore income tax consequences for both the
Trustee as well as the Unitholders. (See Taxation on page
149.)
Termination of CLT CLT can be terminated by either an Extraordinary Resolution
(as defined herein) at a Unitholders meeting duly convened
and held in accordance with the provisions of the Trust Deed
or by the Manager or the Trustee under certain circumstances
specified in the Trust Deed, for example, if CLT is delisted
permanently from the SGX-ST (See The Formation and
Structure of Cache Logistics Trust Termination of CLT on
page 130.)
Governing Law The Trust Deed is governed by Singapore law.
Commission Payable by CLT to
the Joint Global Coordinators and
Issue Managers
Maximum of 4.0% (inclusive of a maximum of 0.5%
discretionary incentive fee), of the total proceeds of the
Offering and the proceeds raised from the issuance of
Cornerstone Units. The discretionary incentive fee is payable
at the Managers discretion. (See Plan of Distribution
Issue Expenses on page 157.)
Risk Factors Prospective investors should carefully consider certain
risks connected with an investment in the Units, as
discussed under Risk Factors.
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
22
INDICATIVE TIMETABLE
An indicative timetable for the Offering is set out below for the reference of applicants for the Units:
Date and time Event
2 April 2010, 9.00 a.m. : Opening date and time for the Offering.
8 April 2010, 12.00 p.m. : Closing date and time for the Offering.
9 April 2010 : Balloting of applications under the Offering, if necessary.
Commence returning or refunding of application monies to
unsuccessful or partially successful applicants and commence
returning or refunding of application monies to successful applicants
for the amount paid in excess of the Offering Price, if necessary.
12 April 2010, at or
before 2.00 p.m.
: Completion of the acquisition of the Properties.
12 April 2010, 2.00 p.m. : Commence trading on a ready basis.
15 April 2010 : Settlement date for all trades done on a ready basis on 12 April
2010.
The above timetable is indicative only and is subject to change. It assumes:
that the closing of the application list relating to the Public Offer (the Application List) is 8 April
2010;
that the Listing Date is 12 April 2010;
compliance with the SGX-STs unitholding spread requirement; and
that the Units will be issued and fully paid up prior to 2.00 p.m. on 12 April 2010.
All dates and times referred to above are Singapore dates and times.
Trading in the Units through the SGX-ST on a ready basis will commence at 2.00 p.m. on 12 April
2010 (subject to the SGX-ST being satisfied that all conditions necessary for the commencement of
trading in the Units through the SGX-ST on a ready basis have been fulfilled). The completion of the
acquisition of the Properties is expected to take place at or before 2.00 p.m. on 12 April 2010 (see
Certain Agreements Relating to Cache Logistics Trust and the Properties on page 132).
If CLT is terminated by the Manager or the Trustee under the circumstances specified in the Trust Deed
prior to, or the acquisition of the Properties is not completed by, 2.00 p.m. on 12 April 2010 (being the
time and date of commencement of trading in the Units through the SGX-ST), the Offering will not
proceed and the application monies will be returned in full (without interest or any share of revenue or
other benefit arising therefrom and at each applicants own risk and without any right or claim against
CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or the Sponsor).
In the event of any early or extended closure of the Application List or the shortening or extension of
the time period during which the Offering is open, the Manager will publicly announce the same:
via SGXNET, with the announcement to be posted on the internet at the SGX-ST website:
[Link] and
23
in one or more major Singapore newspapers, such as The Straits Times, The Business Times and
Lianhe Zaobao.
For the date on which trading on a ready basis will commence, investors should monitor SGXNET, the
major Singapore newspapers, or check with their brokers.
The Manager will provide details and results of the Public Offer through SGXNET and in one or more
major Singapore newspapers, such as The Straits Times, The Business Times and Lianhe Zaobao.
The Manager reserves the right to reject or accept, in whole or in part, or to scale down or ballot any
application for Units, without assigning any reason, and no enquiry and/or correspondence on the
decision of the Manager will be entertained. In deciding the basis of allotment, due consideration will
be given to the desirability of allotting the Units to a reasonable number of applicants with a view to
establishing an adequate market for the Units.
Where an application is accepted or rejected in part only or if the Offering does not proceed for any
reason, the full amount or the balance of the application monies, as the case may be, will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his own
risk, and without any right or claim against CLT, the Manager, the Trustee, the Joint Global
Coordinators, the Issue Managers or the Sponsor.
Where an application is not successful, the refund of the full amount of the application monies (without
interest or any share of revenue or other benefit arising therefrom) to the applicant, is expected to be
completed, at his own risk within 24 hours after balloting (provided that such refunds in relation to
applications in Singapore are made in accordance with the procedures set out in Appendix G, Terms,
Conditions and Procedures for Application for and Acceptance of the Units in Singapore).
Where an application is accepted in full or in part only, any balance of the application monies will be
refunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant,
at his own risk, within 14 Market Days (as defined herein) after the close of the Offering (provided that
such refunds in relation to applications in Singapore are made in accordance with the procedures set
out in Appendix G, Terms, Conditions and Procedures for Application for and Acceptance of the Units
in Singapore).
Where the Offering does not proceed for any reason, the full amount of application monies (without
interest or any share of revenue or other benefit arising therefrom) will, within three Market Days after
the Offering is discontinued, be returned to the applicants at their own risk (provided that such refunds
in relation to applications in Singapore are made in accordance with the procedures set out in Appendix
G, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore).
24
UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE
The following table is only an extract from, and should be read together with, Unaudited Pro Forma
Balance Sheet as at the Listing Date on page 54, the report set out in Appendix B, Independent
Accountants Report on the Unaudited Pro Forma Balance Sheet as at the Listing Date and
Appendix C, Unaudited Pro Forma Balance Sheet as at the Listing Date.
As at Listing Date
(1)
(S$000)
Non-current assets
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729,900
Current assets
Other receivables
(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,081
8,237
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,137
Non-current liabilities
Borrowings
(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184,490
Current liabilities
Income received in advance
(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,916
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,406
Net assets attributable to Unitholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731
Represented by:
Unitholders funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731
Units in issue (000)
(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,200
NAV per Unit (S$). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.87
Notes:
(1) Based on the Offering Price of S$0.88 per Unit.
(2) GST claimable on the Offerings transaction cost, assuming that the costs are invoiced to CLT no earlier than six months
preceding CLTs GST registration date.
(3) Comprises principal amount of borrowings of S$191.0 million, after deducting unamortised capitalised debt upfront fees of
S$6.5 million.
(4) Comprises one month rental income assumed to have been received in advance from tenants.
(5) Units in issue refers to the number of Units in issue immediately after the completion of the Offering.
25
PROFIT FORECAST AND PROFIT PROJECTION
The following is an extract from Profit Forecast and Profit Projection on page 57. Statements
contained in the Profit Forecast and Profit Projection section that are not historical facts may be
forward-looking statements. Such statements are based on the assumptions set forth in Profit
Forecast and Profit Projection on page 57 and are subject to certain risks and uncertainties which
could cause actual results to differ materially from those forecasted and projected. Under no
circumstances should the inclusion of such information herein be regarded as a representation,
warranty or prediction with respect to the accuracy of the underlying assumptions by any of CLT, the
Manager, the Trustee, the Joint Global Coordinators, the Issue Managers, the Sponsor or any other
person, or that these results will be achieved or are likely to be achieved. (See Forward-looking
Statements on page v and Risk Factors on page 28.) Investors in the Units are cautioned not to place
undue reliance on these forward-looking statements which are made only as of the date of this
Prospectus.
None of CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or the
Sponsor guarantees the performance of CLT, the repayment of capital or the payment of any
distributions, or any particular return on the Units. The forecast and projected yields stated in
the following table are calculated based on:
the Offering Price; and
the assumption that the Listing Date is 1 January 2010.
Such yields will vary accordingly if the Listing Date is after 1 January 2010, or for investors who
purchase Units in the secondary market at a market price that differs from the Offering Price.
The following table shows CLTs forecast and projected Statements of Total Return for the Forecast
Year 2010 and the Projection Year 2011. The financial year end of CLT is 31 December. The forecast
and projected results for the Forecast Year 2010 and the Projection Year 2011 (the Forecast and
Projection) may be different to the extent that the actual date of issuance of Units is other than
1 January 2010, being the assumed date of the issuance of Units for the Offering. The Forecast and
Projection are based on the assumptions set out in Profit Forecast and Profit Projection on page 57
and have been examined by KPMG LLP as the independent reporting accountants (the Independent
Reporting Accountants), and should be read together with the report set out in Appendix A,
Independent Accountants Report on the Profit Forecast and Profit Projection, as well as the
assumptions and the sensitivity analysis set out in Profit Forecast and Profit Projection on page 57.
26
Forecast and Projected Statements of Total Return
The forecast and projected statements of total return are as follows:
Forecast Year
2010
Projection Year
2011
(S$000) (S$000)
Gross revenue 58,996 59,881
Property expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,558) (1,595)
Net Property Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,438 58,286
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1
Finance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,100) (8,270)
Managers management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,537) (4,533)
Trustees fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (221) (220)
Other trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (997) (1,007)
Net Income before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,587 44,257
Change in fair value of investment properties
(1)
. . . . . . . . . . . . . . . . 16,700
Total return before tax and distribution . . . . . . . . . . . . . . . . . . 59,287 44,257
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total return after tax attributable to Unitholders before
distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,287 44,257
Distribution adjustments
(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,747) 5,247
Income available for distribution. . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504
Distribution ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100%
Distributable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504
Weighted average Units entitled to
distribution (000)
(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634,133 637,998
DPU (cents). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76
Issue Price (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.88 0.88
Distribution yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.70% 8.82%
Notes:
(1) The Properties have been revalued on the Listing Date to the average of their independent appraisal values assessed by
CBRE and Knight Frank as at 31 October 2009 of S$729.9 million.
(2) Comprise the portion of management fees paid in Units, amortisation of capitalised debt upfront fees incurred on Facilities,
gain on revaluation of the Properties and other expenses which are non-deductible for tax purposes.
(3) Includes Units to be issued in partial payment of management fees, which are assumed to be issued at the Offering Price.
27
RISK FACTORS
Prospective investors should consider carefully, together with all other information contained in this
Prospectus, the factors described below before deciding to invest in the Units.
This Prospectus also contains forward-looking statements (including profit forecasts and profit
projections) that involve risks, uncertainties and assumptions. The actual results of CLT could differ
materially from those anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by CLT as described below and elsewhere in this Prospectus.
As an investment in a REIT is meant to produce returns over the long-term, investors should not expect
to obtain short-term gains.
Investors should be aware that the price of Units, and the income from them, may fall or rise. Investors
should note that they may not get back their original investment.
Before deciding to invest in the Units, prospective investors should seek professional advice from their
relevant advisors about their particular circumstances.
RISKS RELATING TO THE PROPERTIES
CLT is exposed to economic and real estate market conditions (including increased competition
in the real estate market or logistics properties market).
The Properties are located in Singapore. As a result, CLTs Gross Revenue and results of operations
depend on the performance of the Singapore economy. A decline in Singapores economy could
adversely affect CLTs results of operations and future growth. The performance of CLT may also be
adversely affected by a number of local real estate market conditions, such as the competitiveness of
competing logistics properties or an oversupply of logistics properties or reduced demand for logistics
properties.
CLTs investment strategy involves a higher level of risk as compared to a portfolio which has a more
diverse range of investments.
In addition, while the Properties are located in Singapore, CLTs future acquisitions may be located
elsewhere in the Asia-Pacific region, which exposes CLT to economic and real estate market conditions
and changes in fiscal policies in such countries.
CLT is reliant on CWT Commodity Hub for a substantial portion of its Gross Revenue.
CWT Commodity Hub is expected to contribute 49.0% of the total Gross Revenue of the Initial Portfolio
for the Forecast Year 2010 and the Projection Year 2011. Any circumstance which adversely affects the
operations or business of CWT Commodity Hub or its competitiveness, such as physical damage to the
building due to fire or other causes, may adversely affect the ability of the Master Lessee of CWT
Commodity Hub to pay its rent. This will adversely affect the financial condition and results of
operations of CLT.
Planned amenities and transportation infrastructure near the Properties may be closed,
relocated, terminated, delayed or not completed.
There is no assurance that amenities, transportation infrastructure and public transport services near
the Properties will not be closed, relocated, terminated, delayed or completed. If such an event were
to occur, it will adversely impact the accessibility of the Properties and the attractiveness of the
Properties to end-users which may affect the ability of the Master Lessees to pay their rent.
28
The Properties may require significant capital expenditure periodically beyond the Managers
current estimate and CLT may not be able to secure funding.
The Properties and properties to be acquired by CLT may require periodic capital expenditure beyond
the Managers current estimate for refurbishment, renovation and improvements in order to remain
competitive. CLT may not be able to fund capital improvements solely from cash provided from its
operating activities and CLT may not be able to obtain additional equity or debt financing or be able to
obtain such financing, on favourable terms.
CLTs assets might be adversely affected if the Manager, the Property Manager and the Master
Lessees do not provide adequate management and maintenance.
Should the Manager, the Property Manager and the Master Lessees fail to provide adequate
management and maintenance, the value of CLTs assets might be adversely affected and this may
result in a loss of end-users, which in turn affects the Master Lessees ability to pay their rents pursuant
to the Master Lease Agreements, and which will adversely affect distributions to Unitholders.
CLT may suffer material losses in excess of insurance proceeds or the Master Lessees may not
provide adequate management and maintenance or put in place or maintain adequate insurance
in relation to the Properties and its potential liabilities to third parties.
The Properties face the risk of suffering physical damage caused by fire or natural disaster or other
causes, as well as potential public liability claims, including claims arising from the operations of the
Properties.
In addition, certain types of risks (such as war risk, terrorist acts and losses caused by the outbreak of
contagious diseases, contamination or other environmental breaches) may be uninsurable or the cost
of insurance may be prohibitive when compared to the risk. Currently, CLTs insurance policies for the
Properties do not cover acts of war, outbreak of contagious diseases, contamination or other
environmental breaches.
Should an uninsured loss or a loss in excess of insured limits occur, CLT could be required to pay
compensation and/or lose capital invested in the affected property as well as anticipated future revenue
from that property. CLT will also be liable for any debt or other financial obligation related to that
property. No assurance can be given that material losses in excess of insurance proceeds will not
occur.
In addition, should CLT and the Master Lessees fail to put in place or maintain adequate insurance in
relation to the Properties and its potential liabilities to third parties, CLT may be exposed to various
liabilities and losses to the extent that such assets and liabilities are not adequately insured.
Renovation or redevelopment works or physical damage to the Properties may disrupt the
operations of the Properties and collection of rental income or otherwise result in adverse
impact on the financial condition of CLT.
The quality and design of the Properties have a direct influence over the demand for space in, and the
rental rates of, the Properties. The Properties may need to undergo renovation or redevelopment works
from time to time to retain their competitiveness and may also require unforeseen ad hoc maintenance
or repairs in respect of faults or problems that may develop over structural defects or other parts of
buildings or because of new planning laws or regulations. The costs of maintaining logistics properties
and the risk of unforeseen maintenance or repair requirements tend to increase over time as the
building ages. The business and operations of the Properties may suffer some disruption and it may not
be possible to collect the full rate of, or, as the case may be, any rental income on space affected by
such renovation or redevelopment works.
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In addition, physical damage to the Properties resulting from fire or other causes may lead to a
significant disruption to the business and operation of the Properties and, together with the foregoing,
may result in an adverse impact on the financial condition and results of operations of CLT and its ability
to make distributions.
The Properties may be affected by contamination and other environmental issues.
The Properties may from time to time be affected by contamination or other environmental effects which
may not have been previously identified and/or rectified. This raises a number of risks including:
the risk of prosecution by environmental authorities;
the requirement for unbudgeted additional expenditure to remedy such issues; and
the adverse impact on the financial position of end-users arising from the above, affecting their
ability to trade and to meet their obligations and which in turn affect the Master Lessees ability to
pay their rents pursuant to the Master Lease Agreements.
The due diligence exercise on buildings and equipment prior to their acquisition may not have
identified all material defects, breaches of laws and regulations and other deficiencies.
The Manager believes that reasonable due diligence investigations with respect to the Properties have
been conducted prior to their acquisitions. However, there is no assurance that the Properties will not
have defects or deficiencies requiring repair or maintenance (including design, construction or other
latent property or equipment defects in the Properties may require additional capital expenditure,
special repair or maintenance expenses) other than those disclosed in this Prospectus. Such
undisclosed defects or deficiencies may require significant capital expenditures or obligations to third
parties and involve significant and unpredictable patterns and levels of expenditure which may have a
material adverse effect on CLTs earnings and cash flows.
The experts reports that the Manager relies upon as part of its due diligence investigations of the
Properties may be subject to inaccuracies and deficiencies. This may be because certain building
defects and deficiencies are difficult or impossible to ascertain due to limitations inherent in the scope
of the inspections, the technologies or techniques used and other factors.
Some of the Properties may be in breach of laws and regulations or fail to comply with certain regulatory
requirements. CLT may incur financial or other obligations in relation to such breaches or non-
compliance.
The representations, warranties and indemnities granted in favour of CLT by the Vendors are subject
to limitations as to their scope and as to the amount and timing of claims which can be made. There
is no assurance that CLT would be entitled to be reimbursed under such representations, warranties
and indemnities for any losses or liabilities suffered or incurred by it as a result of its acquisition of the
Properties.
The Properties may face increased competition from other properties.
The Properties are located in areas that have other competing properties and new properties may be
developed which may compete with the Properties. While C&P Changi Districentre is one of only two
ramp-up warehouses within Changi International LogisPark (South), there can be no assurance that the
existing warehouses located within Changi International LogisPark (South) will not be redeveloped as
ramp-up warehouses.
30
The income from, and market value of, the Properties will be largely dependent on the ability of the
Master Lessees to compete against other properties for end-users. If, after the Offering, competing
properties are more successful in attracting and retaining end-users or similar properties in their vicinity
are substantially upgraded and refurbished, and the Master Lessees are unable to pay rents to CLT,
CLTs cash flow and the amount of funds available for distribution to Unitholders will be adversely
affected.
The appraisals of the Properties are based on various assumptions and the price at which CLT
is able to sell a Property in future may be different from the initial acquisition value of the
Property.
The consideration paid by CLT is based on the acquisition values of the Properties.
There can be no assurance that the assumptions relied on are accurate measures of the market, and
the values of the Properties may be evaluated inaccurately. The Independent Valuers may have
included a subjective determination of certain factors relating to the Properties such as their relative
market positions, financial and competitive strengths, and physical condition and, accordingly, the
property valuation (which affects the NAV per Unit) may be subjective.
The appraised value of any of the Properties does not guarantee a sale price at that value at present
or in the future. The price at which CLT may sell a property may be lower than its purchase price.
The President of the Republic of Singapore may, as lessor, re-enter the Properties upon breach
of terms and conditions of the State lease.
Each Property is held under a registered State lease issued by the President of the Republic of
Singapore as lessor. Each State lease contains terms and conditions commonly found in State leases
in Singapore, including the President of the Republic of Singapores right as lessor to re-enter the
Properties and terminate the lease (without compensation) in the event the lessee fails to observe or
perform the terms and conditions of the relevant State lease.
CLT will hold the Properties on leases from JTC, and these leases contain certain provisions
that may have an adverse effect on financial condition and results of operations of CLT.
The Trustee will hold the Properties pursuant to separate leases from JTC, each of which contains a
clause that requires the Trustee to surrender free of cost to the Singapore Government portions of the
respective Properties that may be required in the future for certain public uses, such as roads, drainage
and other public improvements. There have been previous instances in which lessees of land from JTC
have been required to surrender portions of their land to the Singapore Government for roads, without
compensation, pursuant to similar provisions in the relevant land leases. If CLT is required to surrender
a portion of one of the Properties to the Singapore Government, it may have an adverse impact on the
Gross Revenue and the value of the Initial Portfolio.
Each Property which is held under a lease from JTC is subject to terms and conditions ordinarily found
in building agreements or agreements for lease entered into or leases granted by JTC such as
provisions requiring the lessee:
to pay a yearly rent to JTC;
not to use or permit the Property to be used otherwise than for such purposes as approved by
JTC; and
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not to demise, assign, mortgage, let, sublet or underlet or grant a licence or part with or share the
possession or occupation of the whole or part of the Property without first obtaining JTCs prior
written consent.
In the event that CLT intends to dispose of any of Schenker Megahub, C&P Changi Districentre and
Hi-Speed Logistics Centre, CLT is required to first offer to surrender to JTC the relevant Property and
the remaining term of the lease from JTC, and if JTC does not wish to accept such offer, CLT is required
to offer to sell such Property to the relevant anchor tenant of the Property. These requirements could
impair CLTs ability to resell the Properties and consequently could adversely affect its financial
condition and results of operations.
RISKS RELATING TO CLTS OPERATIONS
Uncertainties and instability in global market conditions could adversely affect the business,
financial condition and results of operations of CLT.
The global credit markets and the U.S. sub-prime residential mortgage market have experienced, and
may continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation,
failure or near failure of a number of institutions in the banking and insurance industries. These and
other related events have had a significant impact on the global capital markets associated not only
with asset-backed securities but also with the global credit and financial markets as a whole. These
events could adversely affect CLT insofar as they result in:
a negative impact on the ability of the end-users to pay their rents or service fees to the Master
Lessees in a timely manner or continuing their Service Agreements, which may in turn affect the
Master Lessees ability to pay their rents pursuant to the Master Lease Agreements, thus reducing
CLTs cash flow;
an increase in counterparty risk; and/or
an increased likelihood that one or more of CLTs banking syndicate, banks providing bankers
guarantees for CLTs rental deposits or insurers may be unable to honour their commitments to
CLT.
There is also uncertainty as to the scale of the downturn in the U.S. or the global economy, the
decrease in consumer demand and the impact of the global downturn on the Singapore economy.
CLT is solely dependent on the Master Lessees for rental payments.
CLT is solely dependent on rental payments from the Master Lessees, being CWT and C&P (and its
relevant subsidiaries), as CLT does not directly operate the Properties or lease the Properties directly
to the end-users. If a significant number of the end-users do not renew their service agreements or, as
the case may be, sub-lease agreements with the Master Lessees, and no replacement end-users are
found, the Master Lessees ability to make rental payments may be adversely affected. It should be
noted that 26.2% of the end-users contracts expire in 2010. (See Business and Properties
Competitive Strengths Strong and diverse demand for the Properties by underlying end-users for
further details.) The Master Lessees are the sole tenants of CLT for each of the Properties. Therefore,
CLTs revenue and ability to make distributions to the Unitholders will depend solely upon the ability of
the Master Lessees to make rental payments.
There can be no assurance that the Master Lessees will have sufficient assets, income and access to
financing in order to enable it to satisfy its obligations under the respective Master Lease Agreements.
32
Any breach by the Master Lessees of their obligations under the Master Lease Agreements may
have an adverse effect on CLT.
Pursuant to the Master Leases, the Master Lessees will, among others, pay rent to the Trustee and
maintain the Properties in a clean and good state of tenantable repair and condition. As such, net rental
payments in respect of the Properties will depend on the ability of the Master Lessees to make such
rental payments and any non-payment of the rent may have an adverse effect on the financial condition
of CLT and its level of distributable income. Moreover, failure by the Master Lessees to maintain the
Properties in a good state of tenantable repair and condition could have an adverse impact on the
physical condition of the Properties, rendering them unattractive to existing end-users and potential
end-users. The performance of the Master Lessees other businesses could also have an impact on
their ability to make rental payments to CLT.
Factors that affect the ability of the Master Lessees to meet their obligations include, but are not limited
to:
their financial position;
the local economies in which they have business operations;
local competitors and competition in the Singapore logistics and real estate industry; and
material losses in excess of insurance proceeds.
The Master Lessees may not renew the Master Leases.
There is no assurance that the Master Lessees will exercise any option to renew their leases upon the
expiry of the initial term of the Master Leases. If the Master Leases are not renewed, CLT may not be
able to find a suitable purchaser or a suitable replacement master lessee or tenant, as a result of which
CLT may lose a significant source of revenue. In any event, it may not be possible to replace the Master
Lessees immediately upon the expiry of the Master Leases and this may lead to temporary vacancy.
The failure to renew the Master Lease Agreements, or the termination of any of these Master Lease
Agreements, may have a material adverse effect on CLTs Gross Revenue and distribution.
CLT does not have any direct contractual relationship with the end-users and its ability to take
over the Service Agreements may be limited.
CLT does not have any direct contractual relationship with the end-users. In the event of a default by
any of the Master Lessees (or CWT in the event that the Master Lease in relation to CWT Commodity
Hub has expired and is not renewed and the CWT Commodity Hub Individual Lease Agreements are
entered into with CWT as tenant), the Trustee does not have the contractual right to take over the
Service Agreements, unlike the sub-lease agreements for Schenker Megahub and Hi-Speed Logistics
Centre where the Trustee is entitled to take an assignment of, all rights and remedies (including the rent
and other proceeds) of the Master Lessees under and/or arising from the tenancies to the Schenker
Megahub Anchor Tenant (as defined herein) and the Hi-Speed Logistics Centre Anchor Tenant (as
defined herein).
In addition, as CLT is a REIT, it is restricted in its ability to actively undertake business operations and
thus CLT will not be able to take over the Service Agreements which requires CLT to actively undertake
business operations, even if such end-users are agreeable to CLT taking over the Service Agreements.
In such an instance, if CLT is unable to find a suitable replacement master lessee or service provider,
in a timely manner or at all, to provide the necessary services to the end-users, this may have a material
adverse effect on CLTs Gross Revenue and distribution.
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The amount CLT may borrow is limited, which may affect the operations of CLT.
Under the Property Funds Appendix, CLT is permitted to borrow up to 35.0% of the value of the
Deposited Property at the time the borrowing is incurred, taking into account deferred payments
(including deferred payments for assets whether to be settled in cash or in Units). However, the
Property Funds Appendix allows CLT to borrow more than 35.0% (up to a maximum of 60.0%) of the
value of the Deposited Property if a credit rating from Fitch Inc., Moodys or Standard & Poors is
obtained and disclosed to the public. The rationale for such a limitation on borrowings is to prevent
REITs from incurring too much debt. As at the Listing Date, CLT is expected to have borrowings of
S$191.0 million with an Aggregate Leverage of 25.9%. (See Capitalisation Indebtedness for further
information.)
CLT may, from time to time, require further debt financing to achieve its investment strategies. In the
event that CLT decides to incur additional borrowings in the future, it may be unable to obtain such
additional borrowing if to do so would breach the prescribed borrowing limits, and this may, inter alia,
result in CLT:
being unable to fund capital expenditure requirements in relation to CLTs existing asset portfolio
or in relation to CLTs acquisitions to expand its portfolio; and
facing cash flow shortages (including with respect to distributions).
In addition, should there be a decline in the value of the Deposited Property which causes the borrowing
limit to be exceeded, CLT will not be able to make further borrowings.
CLT may face risks associated with debt financing and the debt facilities.
As at the Listing Date, CLT is expected to have borrowings of S$191.0 million with an Aggregate
Leverage of 25.9%. (See Capitalisation Indebtedness for further information.) CLT is subject to
risks associated with debt financing, including the risk that its cash flow will be insufficient to meet the
required payments of principal and interest under such financing, and therefore to make distributions
to Unitholders.
Distributions from CLT to Unitholders will be computed based on at least 90.0% of CLTs Taxable
Income and tax-exempt income, if any (after deduction of applicable expenses). As a result of this
distribution policy, CLT may not be able to meet all of its obligations to repay any future borrowings
through its cash flow from operations. CLT may be required to repay maturing debt with funds from
additional debt or equity financing or both. There is no assurance that such financing will be available
on acceptable terms or at all.
If CLT defaults under such debt facilities, the lenders may be able to declare a default and initiate
enforcement proceedings in respect of any security provided, and/or call upon any guarantees
provided.
If CLTs property is mortgaged, such property could be foreclosed by the lender or the lender could
require a forced sale of the property with a consequent loss of income and asset value to CLT.
If principal amounts due for repayment at maturity cannot be refinanced, extended or paid with
proceeds of other capital transactions, such as new equity capital, CLT will not be able to pay
distributions at expected levels to Unitholders or to repay all maturing debt.
CLT may be subject to the risk that the terms of any refinancing undertaken will be less favourable than
the terms of the original borrowings. CLT may also be subject to certain covenants that may limit or
otherwise adversely affect its operations and its ability to make distributions to Unitholders. Such
covenants may also restrict CLTs ability to acquire properties or undertake other capital expenditure
34
or may require it to set aside funds for maintenance or repayment of security deposits. In addition, the
Manager has fixed the base interest rate for S$160.0 million of the TLF for the Forecast Year 2010 and
the Projection Year 2011. Accordingly, the interest cost may rise after the Projection Year 2011, if the
base interest rates after the Projection Year 2011 are higher than the base interest rate which is
currently fixed.
CLTs level of borrowings represents a higher level of gearing as compared to certain other types of unit
trusts, such as non-specialised collective investment schemes which invest in equities and/or fixed
income instruments. If prevailing interest rates or other factors at the time of refinancing (such as the
possible reluctance of lenders to make commercial property loans) result in higher interest rates upon
refinancing, the interest expense relating to such refinanced indebtedness would increase, thereby
adversely affecting CLTs cash flow and the amount of funds available for distribution to the Unitholders.
As a condition of the Tax Ruling, CLT is required to distribute at least 90.0% of its Taxable
Income (after deduction of applicable expenses) (failing which CLT would be liable to pay tax on
its Taxable Income) and may face liquidity constraints.
As a condition of the Tax Ruling, CLT is required to distribute at least 90.0% of its Taxable Income,
failing which CLT would be liable to pay tax on its Taxable Income. Accordingly, CLTs distribution policy
is to distribute 100.0% of CLTs Taxable Income (after deduction of applicable expenses) for the period
from the Listing Date to 31 December 2011. Thereafter, CLT will distribute at least 90.0% of its Taxable
Income (after deduction of applicable expenses). The Manager and the Trustee are required by the Tax
Ruling to distribute at least 90.0% of CLTs Taxable Income (after deduction of applicable expenses).
If CLTs Taxable Income (after deduction of applicable expenses) is greater than its cashflow from
operations, it may have to borrow to meet ongoing cashflow requirements in order to distribute at least
90.0% of its Taxable Income (after deduction of applicable expenses) since it may not have any
reserves to draw on. CLTs ability to borrow is, however, limited by the Property Funds Appendix.
Failure to make distributions would put CLT in breach of terms of the Tax Ruling and CLT would be liable
to pay income tax. (See Taxation Taxation of CLT for further details.)
Neither CLT nor the Manager has an established operating history.
CLT was constituted on 11 February 2010 and the Manager was incorporated on 15 October 2009.
Neither CLT (as a REIT) nor the Manager (as the manager of the REIT) has the relevant operating
histories by which their past performance may be judged. This will make it more difficult for investors
to assess CLTs future performance. There is no assurance that CLT will be able to generate sufficient
revenue from operations to make distributions or that such distributions will be in line with those set out
in Profit Forecast and Profit Projection.
If the CMS Licence of the Manager is cancelled or not renewed by the MAS, the operations of
CLT will be adversely affected.
The CMS Licence issued to the Manager is subject to conditions and is valid until 31 December 2012
unless otherwise cancelled or renewed. If the CMS Licence of the Manager is cancelled or not renewed
by the MAS, the operations of CLT will be adversely affected.
The Manager may not be able to successfully implement its investment strategy for CLT.
There is no assurance that the Manager will be able to implement its investment strategy successfully
or that it will be able to expand CLTs portfolio at any specified rate or to any specified size. The
Manager may not be able to make acquisitions or investments on favourable terms or within a desired
time frame.
CLT faces active competition in acquiring suitable properties. CLTs ability to make new property
acquisitions under its acquisition growth strategy may be adversely affected.
35
Pursuant to the terms of the CWT ROFR and C&P ROFR, the CWT ROFR and the C&P ROFR may
be subject to consent from third parties. There can be no assurance that such third parties will give such
consent. It should also be noted that the CWT ROFR and the C&P ROFR are subject to any prior
overriding contractual obligations of CWT and C&P respectively. (See Certain Agreements Relating to
Cache Logistics Trust and the Properties Right of First Refusal for further details.)
Even if CLT were able to successfully acquire property or investments, there is no assurance that CLT
will achieve its intended return on such acquisitions or investments.
Since the amount of borrowings that CLT can incur to finance acquisitions is limited by the Property
Funds Appendix, such acquisitions are likely to be largely dependent on CLTs ability to raise equity
capital. This may result in a dilution of Unitholders holdings.
Potential vendors may view the prolonged time frame and lack of certainty associated with the raising
of equity capital, to fund any such purchase, negatively. They may prefer other potential purchasers.
There may be significant competition for attractive investment opportunities from other property
investors, including other REITs, commercial property development companies and private investment
funds. There is no assurance that CLT will be able to compete effectively against such entities.
Acquisitions may not yield the returns expected, resulting in disruptions to CLTs business and
straining of management resources.
CLTs external growth strategy and its asset selection process may not be successful and may not
provide positive returns to Unitholders.
Acquisitions may cause disruptions to CLTs operations and divert managements attention away from
day-to-day operations.
The Managers strategy to initiate asset enhancement on some of the Properties from time to
time may not materialise.
The Manager may from time to time initiate asset enhancement on some of the Properties. There is no
assurance that such plans for asset enhancement will materialise, or in the event that they do
materialise, that they will achieve their desired results or will not incur significant costs.
Payment of Management Fees in cash by CLT to the Manager may have an adverse effect on the
cash flow of CLT and its ability to make distributions to Unitholders.
The Manager is entitled to Management Fees which shall be paid to the Manager in the form of cash
and/or Units (as the Manager may elect prior to each such payment) out of the Deposited Property and
in such proportion as may be determined by the Manager except that the Manager has, for the Forecast
Year 2010 and the Projection Year 2011, committed to receive all Management Fees in cash where the
issue price (which is equal to the Market Price) of each Unit is at a discount of at least 20.0% to the NAV
per Unit.
If CLT is required to pay a large amount of Management Fees in cash, CLTs cash flow, financial
condition and results of operations as well as its ability to make distributions to Unitholders may be
adversely affected. The Unit price may be materially and adversely affected as a result.
36
CLT depends on certain key personnel and the loss of any key personnel may adversely affect
its operations.
CLTs performance depends, in part, upon the continued service and performance of the executive
officers of the Manager. (See The Manager and Corporate Governance The Manager of CLT
Executive Officers of the Manager for details of the executive officers of the Manager.) These key
personnel may leave the employment of the Manager. If any of these persons were to leave, the
Manager will accordingly spend time searching for a replacement and the duties which such executive
officers are responsible for may be affected. The loss of any of these individuals could have a material
adverse effect on CLTs financial condition and the results of operations.
CLT may engage in hedging transactions, which can limit gains and increase exposure to
losses.
CLT may enter into hedging transactions to protect itself from the effects of interest rate and currency
exchange fluctuations on floating rate debt and also to protect its portfolio from interest rate and
prepayment fluctuations. Hedging transactions may include entering into interest rate hedging
instruments, purchasing or selling futures contracts, purchasing put and call options or entering into
forward agreements. Hedging activities may not have the desired beneficial impact on the operations
or financial condition of CLT.
Interest rate hedging could fail to protect CLT or adversely affect CLT because among others:
available interest rate hedging may not correspond directly with the interest rate risk for which
protection is sought;
the party owing money in the hedging transaction may default on its obligation to pay;
the credit quality of the party owing money on the hedge may be downgraded to such an extent
that it impairs CLTs ability to sell or assign its side of the hedging transaction; and
the value of the derivatives used for hedging may be adjusted from time to time in accordance with
accounting rules to reflect changes in fair value. Downward adjustments would reduce the NAV
of CLT.
Hedging involves risks and transaction costs, which may reduce overall returns. These costs increase
as the period covered by the hedging increases and during periods of rising and volatile interest rates.
These costs will also limit the amount of cash available for distributions to Unitholders.
Possible change of investment strategies and policies may adversely affect Unitholders
investments in CLT.
The Manager may from time to time amend the investment strategies and policies of CLT if it
determines that such change is in the best interest of CLT and its Unitholders without seeking
Unitholders approval. In the event of a change of investment policies, the Manager may, subject to the
relevant laws regulations and rules (including the Listing Manual), alter such investment policies upon
the expiry of three years from the Listing Date, provided that it has given not less than 30 days prior
notice of the change to the Trustee and Unitholders by way of an announcement on the SGX-ST. The
methods of implementing CLTs investment strategies and policies may vary as new investment and
financing techniques are developed or otherwise used. Such changes may adversely affect
Unitholders investment in CLT.
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The outbreak of an infectious disease or any other serious public health concerns in Asia and
elsewhere could adversely impact the business, financial condition and results of operations of
CLT.
In 2009, outbreaks of Influenza A (H1N1-2009) occurred in a number of countries across the world
including Singapore.
In late 2003 and June 2004, outbreaks of avian influenza occurred in a number of countries in Asia. In
2005 and 2006, outbreaks were reported in other parts of the world including Europe, the Middle East
and Africa. Some of these outbreaks severely affected the poultry and related industries and, in
addition, several cases of bird-to-human transmission of avian influenza were reported in various
countries. In June 2007, World Health Organisation reported new cases of human infection of avian
influenza (H5N1) in China and Indonesia.
In 2003, Hong Kong, Taiwan, China, Singapore, Malaysia and other places experienced an outbreak
of Severe Acute Respiratory Syndrome, which adversely affected the Asian economies, including
Singapores economy. The Property sector was one of the sectors that experienced poor performance
during the Severe Acute Respiratory Syndrome outbreak.
There can be no assurance that any precautionary measures taken against infectious diseases would
be effective.
The outbreak of an infectious disease such as Influenza A (H1N1-2009), avian influenza or Severe
Acute Respiratory Syndrome in Asia and elsewhere, together with any resulting restrictions on travel
and/or imposition of quarantines, could have a negative impact on the economy and business activities
in Asia and could thereby adversely impact the revenues and results of CLT. These factors could
materially and adversely affect the business and financial conditions and the results of operations of
CLT.
Occurrence of any acts of God, war and terrorist attacks may adversely and materially affect the
business and operations of the Properties.
Acts of God, such as natural disasters, are beyond the control of CLT or the Manager. These may
materially and adversely affect the economy, infrastructure and livelihood of the local population. CLTs
business and income available for distribution may be adversely affected should such acts of God
occur. There is no assurance that any war, terrorist attack or other hostilities in any part of the world,
potential, threatened or otherwise, will not, directly or indirectly, have an adverse effect on the
operations of the Properties and hence CLTs income available for distribution.
There may be potential conflicts of interest among CLT, the Manager, the Property Manager, the
Master Lessees, the Sponsor and ARA.
The Manager is 60.0% owned by ARA and 40.0% owned by the Sponsor. The Sponsor and C&P and
its relevant subsidiaries will be the Master Lessees. C&P holds 35.9% of the shares of the Sponsor as
at the Latest Practicable Date.
The Sponsor, C&P and their subsidiaries and/or associates are engaged in, and/or may engage in,
among others, investment in, and the development, management and operation of logistics properties
which may compete with the Properties and cause downward pressure on rental rates. In addition, as
at the Latest Practicable Date the Sponsor holds 4.5% of the units in Cambridge Industrial Trust, a REIT
listed on the SGX-ST.
ARA is a real estate fund management company, which manages other property funds, including four
listed REITs and a number of private property funds in Singapore and Asia-Pacific.
38
The Sponsor and C&P may in the future, sponsor, manage or invest in other REITs or other vehicles
which may also compete directly with CLT.
Further, the Property Manager is 60.0% owned by the Sponsor and 40.0% owned by ARA. There can
be no assurance that the Property Manager will not favour other properties which it manages or
operates over those owned by CLT or that conflicts of interest would not arise and/or be adequately
resolved.
(See The Manager and Corporate Governance Related Party Transactions.)
The Sponsor will hold 12.2% of the total number of Units expected to be in issue as at the Listing
Date, and will be able to exercise influence over certain activities of CLT.
The Sponsor, its subsidiaries, related corporations and/or associates are engaged in, among others,
logistics operations and investment in real estate. Immediately following completion of the Offering, the
Sponsor will hold in aggregate 12.2% of the total number of Units expected to be in issue.
The Sponsor will therefore be in a position to influence matters which require the approval of
Unitholders.
CLT faces certain risks in connection with the acquisition of properties from the Sponsor, its
subsidiaries and/or its related corporations.
CLT may acquire properties from the Sponsor or parties related to the Sponsor. There is no assurance
that:
the negotiations with respect to the acquisition of such properties;
the terms of acquisition of such properties;
the acquisition values of such properties; and/or
the other terms and conditions relating to the purchase of such properties (in particular, the
representations, warranties and/or indemnities),
will not be adverse to CLT.
There is no assurance that CLT will be able to leverage on the Sponsors experience in the
operation of the Properties or ARAs experience in the management of REITs.
In the event that the Sponsor decides to transfer or dispose of its Units or its shares in the Manager or
ARAdecides to transfer or dispose of its shares in the Manager, CLT may no longer be able to leverage
on:
the Sponsors experience in the ownership and operation of logistics properties;
ARAs experience in the management of REITs; or
the Sponsors and ARAs financial strength, market reach and network of contacts to further its
growth.
In such event, CLT may not be able to benefit from the range of corporate services which are available
to owners of properties managed by the Sponsor. This may have a material and adverse impact on
CLTs results of operations and financial condition which may consequently affect its ability to make
distributions to its Unitholders.
39
CLTs investment strategy may entail a higher level of risk as compared to other types of unit
trusts that have a more diverse range of investments.
CLTs principal strategy of investing, directly or indirectly, in real estate will subject CLT to risks inherent
in concentrating in real estate. The level of risk could be higher as compared to other types of unit trusts
that have a more diverse range of investments in other sectors.
A concentration of investments in real estate exposes CLT to the risk of a downturn in the real estate
market in Singapore. Such downturns may lead to a decline in occupancy for properties or real
estate-related assets in CLTs portfolio. This will affect CLTs rental income from the Properties, and/or
a decline in the capital value of CLTs portfolio, which will have an adverse impact on distributions to
the Unitholders and/or on the results of operations and the financial condition of CLT.
CLT may not be able to control or exercise any influence over entities in which it has minority
interests.
CLT may, in the course of acquisitions, acquire minority interests in real estate-related investment
entities. There is no assurance that CLT will be able to control such entities or exercise any influence
over the assets of such entities or their distributions to CLT. Such entities may develop objectives which
are different from those of CLT and may not be able to make any distribution. The management of such
entities may make decisions which could adversely affect the operations of CLT and its ability to make
distributions to Unitholders.
RISKS RELATING TO INVESTING IN REAL ESTATE
CLT may be adversely affected by the illiquidity of real estate investments.
CLTs investment strategy involves a higher level of risk as compared to a portfolio which has a more
diverse range of investments. Real estate investments are relatively illiquid. Such illiquidity may affect
CLTs ability to vary its investment portfolio or liquidate part of its assets in response to changes in
economic, real estate market or other conditions. CLT may be unable to sell its assets on short notice
or may be forced to give a substantial reduction in the price that may otherwise be sought for such
assets in order to ensure a quick sale. CLT may face difficulties in securing timely and commercially
favourable financing in asset-based lending transactions secured by real estate due to the illiquid
nature of real estate assets. These factors could have an adverse effect on CLTs financial condition
and results of operations, with a consequential adverse effect on CLTs ability to deliver expected
distributions to Unitholders.
CLTs properties or any part of them may be acquired compulsorily.
The Land Acquisition Act, Chapter 152 of Singapore (the Land Acquisition Act) gives the Singapore
Government the power to acquire any land in Singapore:
for any public purpose;
where the acquisition is of public benefit or of public utility or in the public interest; or
for any residential, commercial or industrial purposes.
40
In the event that any of CLTs properties are acquired compulsorily, the compensation to be awarded
would be:
the market value of the property as at the date of the publication in the Government Gazette of
the notification of the likely acquisition of the land (provided that within six months from the date
of publication, a declaration of intention to acquire is made by publication in the Government
Gazette); or
the market value of the property as at the date of publication in the Government Gazette of the
declaration of intention to acquire.
The market value of a property (or part thereof) which is acquired by the Singapore Government may
be less than the price which CLT paid for the property.
CLTs ability to make distributions to Unitholders may be adversely affected by increases in
direct expenses and other operating expenses.
CLTs ability to make distributions to Unitholders apart from the several circumstances set out below
could be adversely affected if direct expenses and other operating expenses increase (save for such
expenses which CLT is not responsible for pursuant to the triple net lease arrangements) without a
corresponding increase in revenue.
Factors which could lead to an increase in expenses include the following:
increase in property tax assessments and other statutory charges;
change in statutory laws, regulations or government policies which increase the cost of
compliance with such laws, regulations or policies;
change in direct or indirect tax policies;
increase in sub-contracted service costs;
increase in labour costs;
increase in repair and maintenance costs;
increase in the rate of inflation;
defects affecting, or environmental pollution in connection with, CLTs properties which need to be
rectified;
increase in insurance premium; and
increase in cost of utilities.
The Gross Revenue earned from, and the value of, the CLT properties may be adversely affected
by a number of factors.
The Gross Revenue earned from, and the value of, CLTs properties may be adversely affected by a
number of factors, including:
the Property Managers ability to collect rent from the Master Lessees on a timely basis or at all;
the amount and extent to which CLT is required to grant rental rebates to the Master Lessees;
41
defects affecting CLTs properties which could affect the operations of end-users resulting in the
inability of such end-users to make timely payments of rent or at all which in turn affect the Master
Lessees ability to pay their rents pursuant to the Master Lease Agreements;
the Master Lessees requesting waiver of interest on late payment of rent;
the Master Lessees seeking the protection of bankruptcy laws which could result in delays in the
receipt of rent payments, inability to collect rental income, or delays in the termination of the lease,
or which could hinder or delay the re-letting of the space in question or the sale of the relevant
property;
the local and international economic climate and real estate market conditions (such as
oversupply of, or reduced demand for space, changes in market rental rates and operating
expenses for CLTs properties);
vacancies following the expiry or termination of leases that lead to reduced occupancy rates;
new tenancies are agreed being less favourable than those under current tenancies;
the Managers ability to provide adequate management and maintenance or to purchase or put in
place adequate insurance;
competition for users from other logistics properties;
changes in laws and governmental regulations in relation to real estate, including those governing
usage, zoning, taxes and government charges. Such revisions may lead to an increase in
management expenses or unforeseen capital expenditure to ensure compliance. Rights related to
the properties may also be restricted by legislative actions, such as revisions to the laws relating
to building standards or town planning laws, or the enactment of new laws related to
condemnation and redevelopment; and
acts of God, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases,
natural disasters and other events beyond the control of the Manager.
RISKS RELATING TO AN INVESTMENT IN THE UNITS
Sale or possible sale of a substantial number of Units by the Sponsor, ARA Real Estate
Investors V Limited or C&P (following the lapse of the lock-up arrangements), or the
Cornerstone Investors in the public market could adversely affect the price of the Units.
Following the Offering, CLT will have 632,200,000 issued Units, of which 158,092,000 Units will be held
by the Sponsor, ARA Real Estate Investors V Limited, C&P and the Cornerstone Investors. Other than
the Cornerstone Investors (which will collectively hold 9.0% of the total number of Units in issue
following the Offering and are entitled to dispose of their investments in CLT upon commencement of
trading of the Units), the Sponsor, ARA Real Estate Investors V Limited and C&P are each subject to
lock-up restrictions. If any of the Sponsor, ARA Real Estate Investors V Limited or C&P and/or any of
their transferees of the Units (following the lapse of the relevant respective lock-up arrangement, or
pursuant to any applicable waivers) or the Cornerstone Investors sells or is perceived as intending to
sell a substantial amount of its Units, or if a secondary offering of the Units is undertaken in connection
with an additional listing on another securities exchange, the market price for the Units could be
adversely affected (see Plan of Distribution Lock-up Arrangements and Ownership of the Units).
42
The default by ARA Real Estate Investors V Limited on its obligations to subscribe for and/or
pay for their Units may adversely affect the Offering.
ARAReal Estate Investors V Limited will in aggregate subscribe for 11,905,000 Units, constituting 1.9%
of the Units in issue as at the Listing Date. The Units to be subscribed for by ARAReal Estate Investors
V Limited will not be underwritten. Any failure or default by ARA Real Estate Investors V Limited to
subscribe and/or pay for their Units may result in CLT not having sufficient funds to complete the
acquisition of the Properties.
CLT may not be able to make distributions to Unitholders or the level of distributions may fall.
The net operating profit earned from real estate investments depends on, among other factors,
the amount of rental income received; and
the level of property, operating, financing and other expenses incurred.
If the Properties do not generate sufficient net operating profit, CLTs income, cash flow and ability to
make distributions will be adversely affected.
No assurance is given as to CLTs ability to pay or maintain distributions. Neither is there any assurance
that the level of distributions will increase over time, that there will be contractual increases in rent
under the leases of the Properties or that the receipt of rental income in connection with expansion of
the properties or acquisitions of properties will increase CLTs cash flow available for distribution to
Unitholders.
Market and economic conditions may affect the market price and demand for the Units.
Movements in domestic and international securities markets, economic conditions, foreign exchange
rates and interest rates may affect the market price of, and demand for, the Units.
An increase in market interest rates may have an adverse impact on the market price of the Units if the
annual yield on the price paid for the Units gives investors a lower return as compared to other
investments.
The NAV per Unit may be diluted if further issues are priced below the then current NAV per Unit.
The Trust Deed contemplates new issues of Units, the offering price for which may be above, at or
below the then current NAV per Unit. The DPU may be diluted if new Units are issued and the use of
proceeds from such issue of Units generates insufficient cashflow to cover dilution. Where new Units,
including Units which may be issued to the Manager in payment of the Managers management,
acquisition and/or divestment fees, are issued at less than the NAV per Unit, the then current NAV of
each existing Unit may be diluted.
The laws, regulations and accounting standards in Singapore may change.
CLT may be affected by the introduction of new or revised legislation, regulations or accounting
standards. Accounting standards in Singapore are subject to change as accounting standards in the
country are further aligned with international accounting standards. The financial statements of CLT
may be affected by the introduction of such revised accounting standards. The extent and timing of
these changes in accounting standards are unknown and subject to confirmation by the relevant
authorities. The Manager has not quantified the effects of these proposed changes.
43
There is no assurance that these changes will not:
have a significant impact on the presentation of CLTs financial statements;
have a significant impact on CLTs results of operations;
adversely affect the ability of CLT to make distributions to Unitholders;
have an adverse effect on the ability of the Manager to carry out CLTs investment strategy; or
have an adverse effect on the operations and financial condition of CLT.
CLT may be affected by the introduction of new or revised legislation, regulations, guidelines or
directives affecting REITs.
CLT may be affected by the introduction of new or revised legislation, regulations, guidelines or
directions affecting REITs. There is no assurance that new legislation, regulations, guidelines or
directives will not adversely affect REITs generally or CLT specifically.
CLT may not be able to comply with the terms of the Tax Ruling or the Tax Ruling may be
revoked or amended.
CLT has received the Tax Ruling from the IRAS under which tax transparency has been granted to CLT
in respect of the income derived from the Properties. The Tax Transparency Treatment (as defined
herein) is subject to certain terms and conditions. These include undertakings by the Trustee and the
Manager to take all reasonable steps necessary to safeguard the IRAS against the loss of tax as a
result of the Tax Ruling and to comply with all administrative requirements to ensure ease of tax
administration.
The Tax Ruling may be revoked either in part or in whole or its terms may be reviewed and amended
by the IRAS at any time.
If the Tax Ruling is revoked or if CLT is unable to comply with its terms, CLT will be subject to Singapore
tax on its Taxable Income and the tax will be assessed on, and collected from, the Trustee, in which
case distributions to all Unitholders will be made after tax.
If the terms of the Tax Ruling are amended, CLT may not be able to comply with the new terms imposed
and this non-compliance could affect CLTs tax transparent status and its ability to distribute its Taxable
Income free of Singapore tax deduction at source (see Taxation Terms and Conditions of the Tax
Ruling and Appendix D, Independent Taxation Report for more information on the terms of the Tax
Ruling).
Foreign Unitholders may not be permitted to participate in future rights issues or entitlements
offerings by CLT.
The Trust Deed provides that, the Manager may, in its absolute discretion, elect not to extend an offer
of Units under a rights issue to those Unitholders whose addresses, as registered with CDP, are outside
Singapore. The rights or entitlements to the Units to which such Unitholders would have been entitled
will be offered for sale and sold in such manner, at such price and on such other terms and conditions
as the Manager may determine, subject to such other terms and conditions as the Trustee may impose.
The proceeds of any such sale will be paid to the Unitholders whose rights or entitlements have been
so sold, provided that where such proceeds payable to the relevant Unitholders are less than S$10.00,
the Manager is entitled to retain such proceeds as part of the Deposited Property. The holding of the
relevant holder of the Units may be diluted as a result of such sale.
44
The actual performance of CLT and the Properties could differ materially from the forward-
looking statements in this Prospectus.
This Prospectus contains forward-looking statements regarding, among others, forecast and projected
distribution levels for the period from the Forecast Year 2010 to the Projection Year 2011. These
forward-looking statements are based on a number of assumptions which are subject to significant
uncertainties and contingencies, many of which are outside of the Managers control (see Profit
Forecast and Profit Projection Assumptions).
CLTs revenue is dependent on a number of factors including the receipt of rent from the Properties
pursuant to the Master Lease Agreements. This may adversely affect CLTs ability to achieve the
forecast and projected distributions as events and circumstances assumed may not occur as expected,
or events and circumstances may arise which are not anticipated.
While the Manager expects to meet the forecast and projected distribution levels, no assurance is given
that the assumptions will be realised and the actual distributions will be as forecast and projected.
Property yield on real estate to be held by CLT is not equivalent to distribution yield on the
Units.
Generally, property yield depends on net property income and is calculated as the amount of revenue
generated by the properties, less the expenses incurred in maintaining, operating, managing and
leasing the properties compared against the current value of the properties.
Distribution yield on the Units, however, depends on the distributions payable on the Units as compared
with the purchase price of the Units. While there may be some correlation between these two yields,
they are not the same and will vary accordingly for investors who purchase Units at a market price that
differs from the price of the Units at the Offering.
Pro forma historical financial statements in relation to the Properties are not available.
The Manager is unable to prepare pro forma statements of total return and cash flow statements to
show the pro forma historical financial performance of CLT. (See Unaudited Pro Forma Balance Sheet
as at the Listing Date.)
There are therefore no pro forma financial statements by which the past performance of any or all of
the Properties may be judged. This will make it more difficult for investors to assess their likely future
performance. There is no assurance that the Properties will be able to generate sufficient revenue for
CLT to make distributions to Unitholders or that such distributions will be in line with those set out in
Profit Forecast and Profit Projection.
The Manager is not obliged to redeem Units.
Unitholders have no right to request the Manager to redeem their Units while the Units are listed on the
SGX-ST. Unitholders may only deal in their listed Units through trading on the SGX-ST.
The Units have never been publicly traded and the listing of the Units on the Main Board of the
SGX-ST may not result in an active or liquid market for the Units.
There is no public market for the Units prior to the Offering and an active public market for the Units may
not develop or be sustained after the Offering. The Manager has received a letter of eligibility from the
SGX-ST to have the Units listed and quoted on the Main Board of the SGX-ST. However, listing and
quotation does not guarantee that a trading market for the Units will develop or, if a market does
45
develop, the liquidity of that market for the Units. Prospective Unitholders must be prepared to hold their
Units for an indefinite length of time.
There is no assurance that the Units will remain listed on the SGX-ST.
Although it is intended that the Units will remain listed on the SGX-ST, there is no guarantee of the
continued listing of the Units. CLT may not continue to satisfy the listing requirements.
Certain provisions of the Singapore Code on Take-overs and Mergers could have the effect of
discouraging, delaying or preventing a merger or acquisition which could adversely affect the
market price of the Units.
Under the Singapore Code on Take-overs and Mergers, an entity is required to make a mandatory offer
for all the Units not already held by it and/or parties acting in concert with it (as defined in the Singapore
Code on Take-overs and Mergers) in the event that an increase in the aggregate unitholdings of it
and/or parties acting in concert with it results in the aggregate unitholdings crossing certain specified
thresholds.
While the Singapore Code on Take-overs and Mergers seeks to ensure an equality of treatment among
Unitholders, its provisions could substantially impede the ability of Unitholders to benefit from a change
in control and, as a result, may adversely affect the market price of the Units and the ability to realise
any potential change of control premium.
The price of the Units may decline after the Offering.
The Offering Price of the Units is determined by agreement between the Manager and the Joint Global
Coordinators. The Offering Price may not be indicative of the market price for the Units upon completion
of the Offering. The trading price of the Units will depend on many factors, including:
the perceived prospects of CLTs business and investments and the market for logistics properties
or real estate-related assets;
differences between CLTs actual financial and operating results and those expected by investors
and analysts;
changes in analysts recommendations or projections;
changes in general economic or market conditions;
the market value of CLTs assets;
the perceived attractiveness of the Units against those of other equity or debt securities, including
those not in the real estate sector;
the balance of buyers and sellers of the Units;
the size and liquidity of the Singapore REIT market from time to time;
any changes from time to time to the regulatory system, including the tax system, both generally
and specifically in relation to Singapore REITs;
the ability on the Managers part to implement successfully its investment and growth strategies;
foreign exchange rates; and
46
broad market fluctuations, including increases in interest rates and weakness of equity and debt
markets.
The issue of Units under the Offering will be at a premium to CLTs NAV. On the Listing Date, there will
be a premium of 1.1% to the NAV per Unit.
Units may trade at prices that are higher or lower than the NAV per Unit. To the extent that CLT retains
operating cash flow for investment purposes, working capital reserves or other purposes, these
retained funds, while increasing the value of CLTs underlying assets, may not correspondingly
increase the market price of the Units. Any failure to meet market expectations with regard to future
earnings and cash distributions may adversely affect the market price for the Units.
The Units are not capital-safe products. There is no guarantee that Unitholders can regain the amount
invested. If CLT is terminated or liquidated, investors may lose a part or all of their investment in the
Units.
Third parties may be unable to recover in claims brought against the Manager as the Manager
is not an entity with significant assets.
Third parties, in particular Unitholders, may in future have claims against the Manager in connection
with the carrying on of its duties as manager of CLT (including in relation to the Offering and this
Prospectus).
Under the terms of the Trust Deed, the Manager is indemnified from the Deposited Property against any
actions, costs, claims, damages, expenses or demands to which it may be put as the manager of CLT
unless occasioned by the fraud, gross negligence, wilful default or breach of the Trust Deed by the
Manager. In the event of any such fraud, gross negligence, wilful default or breach, only the assets of
the Manager itself and not the Deposited Property would be available to satisfy a claim.
47
USE OF PROCEEDS
The Manager intends to raise gross proceeds of S$417.2 million from the Offering. Including the
proceeds from the ARAUnits and the Cornerstone Units and taking into account the amount attributable
to the Consideration Units, the gross proceeds to CLT will be S$556.3 million.
The Manager also intends to draw down from the Facilities an amount of S$191.0 million on the Listing
Date.
The total cash proceeds raised from the Offering, the ARA Units and the Cornerstone Units, as well as
the amount drawn down from the Facilities will be used towards the following:
partial payment to the Vendors for the purchase price of the Properties;
payment of the related acquisition costs of the Properties;
payment of issue and debt related costs; and
working capital.
The following table, included for the purpose of illustration, sets out the intended sources and
applications of the total proceeds from the Offering, the ARA Units and the Cornerstone Units as well
as the Facilities and the amount attributable to the Consideration Units based on the Offering Price.
Sources (S$000) Applications (S$000)
Offering ................................................ 417,215 Acquisition of the Properties................ 713,200
Consideration Units ............................. 78,572 Transaction costs
(1)
............................. 30,801
ARA Units ............................................ 10,476 Working capital .................................... 3,321
Cornerstone Units................................ 50,073
Facilities............................................... 190,986
Total..................................................... 747,322 Total..................................................... 747,322
Note:
(1) Transaction costs include expenses incurred in relation to the Offering, the issuance of the Cornerstone Units and the
Facilities, where applicable.
LIQUIDITY
As at the Listing Date, CLT will have working capital of S$3.3 million. The Manager believes that this
working capital balance and the S$12.0 million undrawn committed RCF available to CLT will be
sufficient for CLTs working capital requirements over the next 12 months following the close of the
Offering.
48
OWNERSHIP OF UNITS
UNITS TO BE ISSUED TO THE VENDORS OF THE PROPERTIES
On the Listing Date, separate from the Offering, the Sponsor and C&P will receive, as part of the
purchase price payable for the sale of CWT Cold Hub and C&P Changi Districentre 2 respectively, an
aggregate of 89,286,000 Consideration Units constituting 14.1% of the Units in issue on the Listing
Date.
PRINCIPAL UNITHOLDERS OF CLT AND THEIR UNITHOLDINGS
The total number of Units in issue immediately after completion of the Offering will be 632,200,000
Units.
The following table sets out the principal Unitholders of CLT and their unitholdings immediately upon
completion of the Offering:
Units owned after the Offering
(000) (%)
CWT Direct 77,381 12.2
Deemed
Total 77,381 12.2
ARA Direct
Deemed
(1)
11,905 1.9
Total 11,905 1.9
C&P Direct 11,905 1.9
Deemed
(2)
77,381 12.2
Total 89,286 14.1
Cornerstone Investors JF Asset Management Limited
(3)
41,000 6.5
Morgan Stanley Investment
Management Company
(4)
15,901 2.5
Total 56,901 9.0
Public and institutional investors
(5)
474,108 75.0
Notes:
(1) ARA is deemed to be interested in the 11,905,000 Units held by ARA Real Estate Investors V Limited, an indirect
wholly-owned subsidiary of ARA. As 36.5% of the entire issued share capital of ARA is directly held by JL Investment Group
Limited as at the Latest Practicable Date, JL Investment Group Limited is deemed to be interested in the 11,905,000 Units
held by ARAReal Estate Investors V Limited. As one of the Directors, Mr Lim Hwee Chiang, John wholly owns JL Investment
Group Limited and has a 0.24% direct interest in ARA, he is deemed to be interested in the 11,905,000 Units held by ARA
Real Estate Investors V Limited.
(2) C&P is deemed to be interested in the 77,381,000 Units held by CWT as C&P directly holds 35.9% of CWTs total issued
capital as at the Latest Practicable Date. As C&P is majority-owned by Loi Kai Meng (Pte.) Limited (LKMPL), Stanley Liao
Private Limited (SLPL) and Lim Soo Seng (Pte.) Limited (LSSPL), each of whom owns more than 20% of the entire
issued share capital of C&P as at the date of this Prospectus, LKMPL, SLPL and LSSPL are each deemed to be interested
in C&Ps direct interest in 11,905,000 Units. As Mr Loi Kai Meng has a controlling interest in LKMPL, he is deemed to be
interested in C&Ps direct interest in 11,905,000 Units.
(3) JF Asset Management Limited is acting in its capacity as agent or investment manager on behalf of the accounts of its or
its affiliates various underlying clients or funds.
(4) Morgan Stanley Investment Management Company is acting in its capacity as investment manager for its client accounts
and that of its affiliates. The clients that Morgan Stanley Investment Management Company is acting for includes funds and
institutions.
(5) Includes the Reserved Units but excludes Cornerstone Units.
49
MORATORIUM
The Sponsor, C&P and the C&P Ultimate Shareholders, ARA and ARA Real Estate Investors V Limited
have each agreed to (i) a lock-up arrangement during the First Lock-up Period in respect of its/his
effective interest in the Sponsor Units, the C&P Units and all of the ARA Units respectively, and (ii) a
lock-up arrangement during the Second Lock-up Period in respect of its/his effective interest in 50.0%
of the relevant Lock-up Units, subject to certain exceptions. The Relevant C&P Shareholders have
agreed to provide a lock-up undertaking during (i) the First Lock-up Period in respect of all of the
Relevant C&P Shareholder Lock-up Units and (ii) the Second Lock-up Period in respect of 50.0% of the
Relevant C&P Shareholder Lock-up Units.
The Manager has also undertaken not to offer, issue or contract to issue any Units, or make any
announcements in connection with any of the foregoing transactions, during the First Lock-Up Period,
subject to certain exceptions.
(See Plan of Distribution Lock-up Arrangements.)
RESERVED UNITS
14,000,000 Units have been reserved under the Public Offer for subscription by the directors,
management, employees and business associates of the Sponsor, ARA Asset Management Limited
and their subsidiaries. (See Plan of Distribution.)
SUBSCRIPTION BY ARA
At the same time with, but separate from the Offering, ARA Real Estate Investors V Limited, an indirect
wholly-owned subsidiary of ARA, has entered into a subscription agreement to subscribe for
11,905,000 Units at the Offering Price, conditional upon the Underwriting Agreement having been
entered into, and not having been terminated, pursuant to its terms on or prior to Settlement Date.
SUBSCRIPTION BY THE CORNERSTONE INVESTORS
Concurrently with, but separate from the Offering, each of the Cornerstone Investors has entered into
a subscription agreement to subscribe for an aggregate of 56,901,000 Units at the Offering Price,
conditional upon the Underwriting Agreement having been entered into, and not having been
terminated, pursuant to its terms on or prior to Settlement Date.
Information on the Cornerstone Investors
JF Asset Management Limited
JF Asset Management Limited is a company incorporated in Hong Kong (previously under the name of
Jardine Fleming Investment Management Limited) and is a member of the J.P. Morgan Asset
Management group of companies. Since the establishment of its Hong Kong business in 1974 it has
been serving retail and institutional investors across the region and is widely regarded as one of the
leaders in the Asia Pacific region specialising in providing access to the regions diverse markets. In
addition, the firm also provides clients in the region with access to J.P. Morgan Asset Managements
extensive range of international equity, fixed income, balanced and alternative investment products.
J.P. Morgan Asset Management and its affiliate and subsidiary businesses, including JF Asset
Management Limited, is one of the largest asset managers, managing a total of US$1.2 trillion in assets
globally as at 31 December 2009.
50
Morgan Stanley Investment Management Company
Morgan Stanley Investment Management Company is a company incorporated in Singapore and is a
wholly owned subsidiary of Morgan Stanley. Morgan Stanley Investment Management Company
manages and invests on behalf of client accounts of Morgan Stanley Investment Company and that of
its affiliates. As at 31 December 2009, Morgan Stanley Investment Management Company and its
affiliates worldwide managed and supervised US$276 billion in assets for institutional and retail
investors globally.
SUBSCRIPTION BY THE DIRECTORS
The directors of the Manager may subscribe for Units under the Public Offer and/or the Placement
Tranche. Save for the Managers internal policy which prohibits the directors of the Manager from
dealing in the Units at certain times (see The Manager and Corporate Governance for further details),
there is no restriction on the directors of the Manager disposing of or transferring all or any part of their
unitholdings.
51
DISTRIBUTIONS
CLTs distribution policy is to distribute 100.0% of CLTs Taxable Income and tax-exempt income, if any
(after deduction of applicable expenses) for the period from the Listing Date to 31 December 2011.
Thereafter, CLT will distribute at least 90.0% of its Taxable Income and tax-exempt income, comprising
substantially its income from the letting of its properties and related property maintenance services
income (if any) after deduction of allowable expenses, and insignificant interest income from the
placement of periodic cash surpluses in bank deposits. The actual level of distribution will be
determined at the Managers discretion. Assuming that the Taxable Income and tax-exempt income for
the financial year ending 2012 is the same as the Taxable Income and tax-exempt income for the
Projection Year 2011, if CLT distributes only 90.0% of the Taxable Income and tax-exempt income for
the financial year ending 2012, the amount of distributions to Unitholders for the financial year ending
2012 will be less than the amount distributed for the Projection Year 2011. The actual proportion of
Taxable Income and tax-exempt income distributed to Unitholders beyond 31 December 2011 may be
greater than 90.0% to the extent that the Manager believes it to be appropriate, having regard to CLTs
funding requirements, other capital management considerations and the overall stability of
distributions. Distributions, when made, will be in Singapore dollars.
After CLT is admitted to the Main Board of the SGX-ST, it will make distributions to Unitholders on a
quarterly basis, with the amount calculated as at 31 March, 30 June, 30 September and 31 December
each year for the three-month period ending on each of the said dates. CLTs first distribution after the
Listing Date will be for the period from the Listing Date to 30 September 2010 and will be paid by the
Manager on or before 29 November 2010. Subsequent distributions will take place on a quarterly basis.
Under the Trust Deed, the Manager is required to pay distributions no later than 60 days after the end
of each distribution period. In the event that there are gains arising from disposals of its assets, and only
if such gains are surplus to the business requirements and needs of CLT and its taxability or otherwise
confirmed by the IRAS, the Manager may, at its discretion, direct the Trustee to distribute such gains.
Such gains, if not distributed, will form part of the Deposited Property.
CLTs primary source of liquidity for the funding of distributions, servicing of debt, payment of
non-property expenses and other recurring capital expenditure will be the receipts of rental income and
borrowings.
Under the Property Funds Appendix, if the Manager declares a distribution that is in excess of profits,
the Manager should certify, in consultation with the Trustee, that it is satisfied on reasonable grounds
that, immediately after making the distribution, CLT will be able to fulfil, from the Deposited Property,
the liabilities of CLT as they fall due. The certification by the Manager should include a description of
the distribution policy and the measures and assumptions for deriving the amount available to be
distributed from the Deposited Property. The certification should be made at the time the distribution is
declared.
(See Taxation for further details.)
52
CAPITALISATION
The following table sets forth the pro forma capitalisation of CLT as at the Listing Date and after
application of the total proceeds from the Offering. The information in the table below should be read
in conjunction with Use of Proceeds.
Based on
Offering Price
S$000
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,986
Units in issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556,336
Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 747,322
INDEBTEDNESS
CLT has in place committed four-year secured transferable loan facilities of up to S$225.3 million
comprising a TLF of up to S$200.3 million and a S$25.0 million RCF, from Macquarie (Asia) Pte. Ltd.,
Standard Chartered Bank and DBS secured by a legal mortgage over the Properties
1
, maturing in four
years from the date of the first drawdown. Interest on each of the TLF and RCF is based on the relevant
Singapore dollar swap offer rate plus a margin of 2.3% per annum.
S$191.0 million of the Facilities is expected to be drawn down on the Listing Date to part finance the
acquisition of the Properties.
1 Based on the maximum loan amount of S$225.3 million and the average valuation of the Properties of S$729.9 million, the
Facilities are 2.2 times over-collaterised.
53
UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE
The Manager is unable to prepare pro forma statements of total return, cash flow statements and
balance sheets to show the pro forma historical financial performance of CLT as:
the Properties will be leased to the Master Lessees from the completion date of the sale and
purchase of the Properties. If historical pro forma financial information is prepared based on the
terms of the master lease agreements to be entered into between the Master Lessees and CLT,
such information will not reflect the historical financial results and position of CLT with respect to
the Properties. Assumptions and bases which are prospective in nature would need to be made
if CLT is to assume that such arrangements were in place throughout the period covered by the
pro forma financial information. As such, the Manager believes that such historical pro forma
financial information will be of little value to investors in deciding whether to acquire the Units;
the Properties were held by the Vendors in conjunction with the other assets belonging to the
Vendors or in SPVs. Property expenses such as marketing, administration, property management
and insurance are attributed/allocated by the Vendors and would not reflect the actual expenses
incurred by the Properties. In addition, the operating structure will have changed substantially
from the Vendors to CLT. The expenses incurred by the Vendors include expenses in connection
with their overall business operations and these expenses are not separated in the Vendors
financial accounts;
the ownership structure of the Properties and the capital structure of the holding entity will have
changed substantially from the Vendors to CLT. The operating and financing expenses to be
incurred by CLT may differ substantially from those incurred by the Vendors historically.
Accordingly, the pro forma financial information prepared, particularly the statements of total
return and cash flow statements, may not be reflective of what the historical total return and cash
flows of CLT might have been;
CWT Commodity Hub which accounts for (i) 49.0% of the forecast gross revenue of CLT for the
period from the Forecast Year 2010 and (ii) 59.5% of the total GFA of the Initial Portfolio, was only
fully completed in October 2009. As such:
there will be limited operating records of CWT Commodity Hub at the time of the Offering;
and
given that CWT Commodity Hub was completed in phases while CLT will be acquiring CWT
Commodity Hub only on completion of the annex to CWT Commodity Hub, assumptions will
need to be arbitrarily made in relation to acquisition costs that will be incurred on completion
of each phase. Such assumptions will also impact financing and trust expenses (such as
management and trust fees) which will not provide investors with a meaningful
representation of the performance of the Initial Portfolio.
Given that a significant portion of the revenue and value of the Initial Portfolio will come from CWT
Commodity Hub, the historical pro forma financial information will not provide investors with a
meaningful representation of performance of the Initial Portfolio and as such will not be useful for
investors as a guide to CLTs future performance;
based on information provided by the Vendors, approximately 6% and 17% of contracted space
of the Initial Portfolio as at 31 December 2008 and 3 December 2009, respectively, does not have
an identified rental income component; and
54
notwithstanding that there is an identifiable rental income component on the remaining
contractable space of the Properties, the Manager believes that the attributable rental income
earned from end-users with bundled services may not be reflective of the true rental income from
those agreements. Prior to the acquisitions by CLT, the Vendors revenues are derived primarily
from bundled packages comprising rental agreements and service agreements. The rental
income component is often cross subsidised by the services component and vice-versa. Hence,
pro forma adjustments to rental revenues would have to be made to arrive at the rental rates
reflective of market and such adjustments would not be consistent with the guidance in Singapore
Statement of Auditors Practice (SSAP) 24 Auditors and Public Offering Documents and would
be seen as misleading.
For the reasons stated above, the SGX-ST has granted CLT a waiver from the requirement to prepare
historical pro forma statements of total return, cash flow statements and balance sheets, subject to the
inclusion of the following in this Prospectus:
an unaudited pro forma balance sheet below setting out the assets and liabilities of CLT as of the
Listing Date (the Unaudited Pro Forma Balance Sheet), upon completion of the Offering and
acquisition of the Properties;
a profit forecast for the full financial year from 1 January 2010 to 31 December 2010 (the
Forecast Year 2010) and a profit projection for the full financial year from 1 January 2011 to 31
December 2011 (the Projection Year 2011); and
full disclosure on the reasons why historical pro forma financial information for the latest three
financial years cannot be provided and the waivers granted.
The Unaudited Pro Forma Balance Sheet has been prepared on the basis of the assumptions
and accounting policies set out in Appendix C, Unaudited Pro Forma Balance Sheet as at the
Listing Date. The Unaudited Pro Forma Balance Sheet should be read together with these
assumptions and accounting policies.
The objective of the Unaudited Pro Forma Balance Sheet is to illustrate what the financial position of
CLT might be at the Listing Date, on the basis as described above. However, the Unaudited Pro Forma
Balance Sheet is not necessarily indicative of the actual financial position that would have been
attained by CLT on the Listing Date. The Unaudited Pro Forma Balance Sheet, because of its nature,
may not give a true picture of CLTs financial position.
55
UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE
As at Listing Date
(1)
(S$000)
Non-current assets
Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729,900
Current assets
Other receivables
(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,081
8,237
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,137
Non-current liabilities
Borrowings
(3)
. . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . 184,490
Current liabilities
Income received in advance
(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,916
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,406
Net assets attributable to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731
Represented by:
Unitholders funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731
Units in issue (000)
(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,200
NAV per Unit (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.87
Notes:
(1) Based on the Offering Price of S$0.88 per Unit.
(2) GST claimable on the Offerings transaction cost, assuming that the costs are invoiced to CLT no earlier than six months
preceding CLTs GST registration date.
(3) Comprises principal amount of borrowings of S$191.0 million, after deducting unamortised capitalised debt upfront fees of
S$6.5 million.
(4) Comprises one month rental income assumed to have been received in advance from tenants.
(5) Units in issue refers to the number of Units in issue immediately after the completion of the Offering.
56
PROFIT FORECAST AND PROFIT PROJECTION
Statements contained in the Profit Forecast and Profit Projection section that are not historical facts
may be forward-looking statements. Such statements are based on the assumptions set forth in this
section of the Prospectus and are subject to certain risks and uncertainties which could cause actual
results to differ materially from those forecasted and projected. Under no circumstances should the
inclusion of such information herein be regarded as a representation, warranty or prediction with
respect to the accuracy of the underlying assumptions by any of CLT, the Manager, the Trustee, the
Joint Global Coordinators, the Issue Managers, the Sponsor or any other person, nor that these results
will be achieved or are likely to be achieved. (See Forward-looking Statements and Risk Factors.)
Investors in the Units are cautioned not to place undue reliance on these forward-looking statements
which are made only as of the date of this Prospectus.
None of CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or the
Sponsor guarantees the performance of CLT, the repayment of capital or the payment of any
distributions, or any particular return on the Units. The forecast and projected yields stated in
the following table are calculated based on:
the Offering Price; and
the assumption that the Listing Date is 1 January 2010.
Such yields will vary accordingly if the Listing Date is after 1 January 2010, or for investors who
purchase Units in the secondary market at a market price that differs from the Offering Price.
The following table shows CLTs forecast and projected Statements of Total Return for the Forecast
Year 2010 and the Projection Year 2011. The financial year end of CLT is 31 December. The Forecast
and Projection may be different to the extent that the actual date of issuance of Units is other than 1
January 2010, being the assumed date of the issuance of Units for the Offering. The Forecast and
Projection are based on the assumptions set out below and have been examined by the Independent
Reporting Accountants, being KPMG LLP, and should be read together with the report set out in
Appendix A, Independent Accountants Report on the Profit Forecast and Profit Projection, as well as
the assumptions and the sensitivity analysis set out in this section of the Prospectus.
57
Forecast and Projected Statements of Total Return
The forecast and projected statements of total return are as follows:
Forecast Year
2010
Projection Year
2011
(S$000) (S$000)
Gross revenue 58,996 59,881
Property expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,558) (1,595)
Net Property Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,438 58,286
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1
Finance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,100) (8,270)
Managers management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,537) (4,533)
Trustees fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (221) (220)
Other trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (997) (1,007)
Net Income before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,587 44,257
Change in fair value of investment properties
(1)
. . . . . . . . . . . . . . . . 16,700
Total return before tax and distribution . . . . . . . . . . . . . . . . . . 59,287 44,257
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total return after tax attributable to Unitholders before
distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,287 44,257
Distribution adjustments
(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,747) 5,247
Income available for distribution. . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504
Distribution ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100%
Distributable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504
Weighted average Units entitled to distribution (000)
(3)
. . . . . . . . . . . 634,133 637,998
DPU (cents). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76
Issue Price (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.88 0.88
Distribution yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.70% 8.82%
Notes:
(1) The Properties have been revalued on the Listing Date to the average of their independent appraisal values assessed by
CBRE and Knight Frank as at 31 October 2009 of S$729.9 million.
(2) Comprise the portion of management fees paid in Units, amortisation of capitalised debt upfront fees incurred on Facilities,
gain on revaluation of the Properties and other expenses which are non-deductible for tax purposes.
(3) Includes Units to be issued in partial payment of management fees, which are assumed to be issued at the Offering Price.
58
Gross Revenue and Net Property Income Contribution of Individual Properties
The forecast and projected contribution of each of the Properties to Gross Revenue is as follows:
Forecast Year 2010 Projection Year 2011
(S$000) (%) (S$000) (%)
CWT Commodity Hub . . . . . . . . . 28,930 49.0% 29,363 49.0%
CWT Cold Hub. . . . . . . . . . . . . . 9,848 16.7% 9,996 16.7%
Schenker Megahub. . . . . . . . . . . 7,391 12.5% 7,502 12.5%
C&P Changi Districentre . . . . . . . 6,120 10.4% 6,212 10.4%
Hi-Speed Logistics Centre . . . . . . 5,181 8.8% 5,259 8.8%
C&P Changi Districentre 2 . . . . . . 1,526 2.6% 1,549 2.6%
Total . . . . . . . . . . . . . . . . . . . . 58,996 100.0% 59,881 100.0%
As the rental is charged on a triple net lease basis, the property operating expense incurred by CLT is
the property management fee and reimbursable expenses. The forecast and projected contribution of
each of the Properties to Net Property Income is as follows:
Forecast Year 2010 Projection Year 2011
(S$000) (%) (S$000) (%)
CWT Commodity Hub . . . . . . . . . 28,166 49.0% 28,583 49.0%
CWT Cold Hub. . . . . . . . . . . . . . 9,589 16.7% 9,729 16.7%
Schenker Megahub. . . . . . . . . . . 7,196 12.5% 7,302 12.5%
C&P Changi Districentre . . . . . . . 5,958 10.4% 6,046 10.4%
Hi-Speed Logistics Centre . . . . . . 5,044 8.8% 5,119 8.8%
C&P Changi Districentre 2 . . . . . . 1,485 2.6% 1,507 2.6%
Total . . . . . . . . . . . . . . . . . . . . 57,438 100.0% 58,286 100.0%
ASSUMPTIONS
The Manager has prepared the Forecast and Projection on the following assumptions based on the
Offering Price. The Manager considers these assumptions to be appropriate and reasonable as at the
date of this Prospectus. However, investors should consider these assumptions as well as the Forecast
and Projection and make their own assessment of the future performance of CLT.
Gross Revenue
Gross Revenue comprises rental income from the Properties. CLT will receive rental income from the
Master Lessees paid monthly in advance under the terms of the Master Lease Agreements. The Master
Lease Agreements are structured on a triple net basis and, together with the CWT Commodity Hub
Individual Lease Agreements, are for contracted lease terms ranging from 5.0 to 10.0 years.
Accordingly, there are no leases due for renewal during the Forecast Year 2010 and the Projection Year
2011.
(See Certain Agreements Relating to Cache Logistics Trust and the Properties for further detail in
respect of the rental income and agreed rental escalations.)
59
Property Expenses
Property expenses comprise property management fee, lease management fee and reimbursable
expenses payable to the Property Manager. Under the terms of the respective Master Lease
Agreements, all other property operating expenses are borne by the Master Lessees.
The Property Managers Fees are estimated based on the following:
Property Management Fee
Under the Property Management Agreement (as defined herein), the Property Manager will receive
from CLT, a fee of 2.0% per annum of the Gross Revenue of each property for the provision of property
management services.
Lease Management Fee
Under the Property Management Agreement, the Property Manager will also receive from CLT, a fee
of 1.0% per annum of the Gross Revenue of each property for the provision of lease management
services.
The Property Manager has agreed to waive lease management fees in relation to the Initial Portfolio for
the first three years of the initial contracted lease, and therefore no lease management fees are
assumed to be payable for the Forecast Year 2010 and the Projection Year 2011.
Managers Management Fees
The Manager is entitled, under the Trust Deed, to a management fee comprising:
a Base Fee of 0.5% per annum of the value of the Consolidated Assets; and
a Performance Fee of 1.5% per annum of Net Property Income.
The Managers management fees are payable in the form of cash and/or Units as the Manager may
elect, except that where the issue price (which is equal to the Market Price) of each Unit is at a discount
of at least 20.0% to the NAV per Unit, the Manager has committed, for the Forecast Year 2010 and the
Projection Year 2011, to receive the fees wholly in cash. The Manager has assumed such market price
to be S$0.88, which is the Offering Price. It has been assumed that 75.0% of the Base Fee and
Performance Fee in respect of the Properties for the Forecast Year 2010 and the Projection Year 2011
is payable in Units, with the remainder of the Base Fee and Performance Fee payable in cash.
The portion of such management fees that is payable in cash shall be payable monthly in arrears and
the portion that is payable in Units shall be payable quarterly in arrears.
When paid in the form of Units, the Manager shall be entitled to receive such number of Units as may
be purchased with the relevant amount of the management fee attributable to the relevant period at an
issue price equal to the Market Price.
Trustees Fee
The Trustees fee is currently 0.03% per annum of the value of the Deposited Property, subject to a
minimum of S$15,000 per month (maximum of 0.25% per annum of the value of the Deposited
Property), excluding out-of-pocket expenses and GST. The Trustees fee is accrued daily and paid
60
monthly in arrears in accordance with the Trust Deed. The actual fee payable will be determined
between the Manager and the Trustee from time to time. The Trustee will also be paid a one-time
inception fee of S$50,000.
Other Trust Expenses
Other trust expenses comprise recurring operating expenses such as annual listing fees, auditing and
tax advisers fees, registry fees, valuation costs, costs associated with the preparation and distribution
of reports to Unitholders, investor communication costs, security agent fees, debt facility agent fees and
other miscellaneous expenses.
In assessing these amounts, the Manager has considered factors likely to influence the level of these
fees, charges and costs including the Managers estimates of CLTs market capitalisation, gross assets,
number of Unitholders, property values and rate of inflation.
Finance Income
It has been assumed that CLT will earn interest on its cash at the rate of 0.30% per annum, calculated
quarterly, for both the Forecast Year 2010 and the Projection Year 2011.
Finance Expense
For the Forecast Year 2010 and the Projection Year 2011, it is assumed that borrowing costs will be the
only finance expense incurred by CLT. The Manager has in place up to S$225.3 million of Facilities. As
at the Listing Date, the facility size and drawdown of the TLF will be S$178.0 million. The facility size
of the RCF is S$25.0 million, of which S$13.0 million is expected to be drawn down on the Listing Date.
The Manager has fixed the base interest rate for S$160.0 million of the TLF for the Forecast Year 2010
and the Projection Year 2011. The assumed effective interest rate (inclusive of upfront fee capitalised
at 0.8% per annum and margin) of the Facility for the Forecast Year 2010 and the Projection Year 2011
is 4.5% per annum.
Capital Expenditure
Under the Master Leases, CLT will be responsible for capital expenditure in relation to structural
repairs, replacement of structural parts of the Properties and replacement of mechanical and electrical
items.
According to building audits commissioned prior to the Latest Practicable Date, the Manager expects
that capital expenditure during the Forecast Year 2010 and the Projection Year 2011 will be as follows:
Forecast Year 2010 Projection Year 2011
(S$000) (S$000)
Capital Expenditure. . . . . . . . . . . . . . . . . . . . . . . 770 935
Distribution Reinvestment Arrangement
The Trust Deed allows the Manager, in certain circumstances, the option of activating an arrangement
where Unitholders may elect to re-invest all or part of their distribution entitlement in return for an issue
of additional Units in CLT.
61
The Manager has assumed that it will not activate the distribution reinvestment arrangement during the
Forecast Year 2010 and the Projection Year 2011. This assumption does not, however, preclude the
Manager from exploring the implementation of such a distribution reinvestment arrangement prior to 31
December 2011.
Issue Costs
The costs associated with the Offering will be paid for by CLT. These costs are deducted directly from
Unitholders funds and have no impact on income distributions.
Properties
CLT will be entitled to the income from the Properties from the Listing Date. The Properties have been
revalued to the average of their independent appraisal values as at 31 October 2009 of S$729.9 million.
Thereafter, it is assumed that the Properties will be revalued annually.
For the purpose of the Forecast and Projection, the Manager has assumed an increase in the value of
the Properties only to the extent of the budgeted capital expenditure as set out in Profit Forecast and
Project Projection Assumptions Capital Expenditure.
Any subsequent write-down of the values of the Properties will not affect the forecast and projected
distributions per Unit for the Forecast Year 2010 and the Projection Year 2011 because CLTs
distributions are based on Taxable Income, which excludes appreciation and depreciation upon
revaluation of the Properties.
Accounting Standards
The Manager has assumed that there will be no change in the applicable accounting standards or other
financial reporting requirements that may have a material effect on the forecast or projected net income.
Other Assumptions
The Manager has made the following additional assumptions in preparing the Forecast and Projection:
(i) the property portfolio of CLT remains unchanged during the Forecast Year 2010 and the
Projection Year 2011;
(ii) no further capital raisings will be done by CLT during the Forecast Year 2010 and the Projection
Year 2011;
(iii) the security provided in the form of cash or bankers guarantee is sufficient to cover any bad debts
that may arise during the Forecast Year 2010 and the Projection Year 2011, and that no allowance
for doubtful receivables is required;
(iv) the Facilities are available for the Forecast Year 2010 and the Projection Year 2011;
(v) all the Master Lease Agreements in relation to the Properties are enforceable and will be
performed in accordance with their terms during the Forecast Year 2010 and the Projection Year
2011;
(vi) any defects identified by building audits commissioned have been rectified by the Vendors prior
to the Listing Date;
62
(vii) the GST charged on issue expenses will be recovered in the quarter immediately following when
they are incurred;
(viii) there will be no material changes in the applicable taxation regime for the Forecast Year 2010 and
the Projection Year 2011;
(ix) the Tax Ruling remains in force for the Forecast Year 2010 and the Projection Year 2011;
(x) 100.0% of CLTs Taxable Income and tax-exempt income, if any (after deduction of applicable
expenses) is distributed; and
(xi) there is no change in fair value of any other financial derivatives instrument entered into by CLT
throughout the Forecast Year 2010 and the Projection Year 2011.
SENSITIVITY ANALYSIS
The forecast and projected distributions included in this Prospectus are based on a number of
assumptions that have been outlined above. The forecast and projected distributions are also subject
to a number of risks as set out in Risk Factors.
Investors should be aware that future events cannot be predicted with any certainty and deviations from
the figures forecast or projected in this Prospectus are to be expected. To assist investors in assessing
the impact of these assumptions on the profit forecast and profit projection, a series of tables
demonstrating the sensitivity of the DPU to changes in the principal assumptions are set as follows.
The sensitivity analysis is intended to provide a guide only and variations in actual performance could
exceed the ranges shown. Movement in other variables may offset or compound the effect of a change
in any variable beyond the extent shown.
Gross Revenue
Changes in Gross Revenue will impact the Net Property Income of CLT and, consequently, the DPU.
As all the Properties are fully leased and committed under the Master Lease Agreements, it is expected
that there will be no change from the Gross Revenue set out earlier in this section for both the Forecast
Year 2010 and the Projection Year 2011, and consequently there will be no changes to DPU for both
the Forecast Year 2010 and the Projection Year 2011.
Property Expenses
Changes in property expenses which comprise property management fee, lease management fee and
reimbursable expenses will impact the Net Property Income of CLT and, consequently, the DPU.
Property management fees and lease management fees are a direct function of Gross Revenue and
will only change if Gross Revenue changes. It is expected that there will be no change to the Gross
Revenue set out earlier in this section for both the Forecast Year 2010 and the Projection Year 2011.
It is expected that reimbursable expenses for both the Forecast Year 2010 and the Projection Year 2011
will not be material.
As the Master Leases are on a triple net basis, whereby the Master Lessees are responsible for
ongoing property operating expenses, it is expected that there will be no other property expenses
incurred for both the Forecast Year 2010 and the Projection Year 2011.
63
Borrowing Costs
Changes in borrowing costs will affect the net income of CLT and consequently, the DPU. The effect of
fluctuations in borrowing costs on DPU is as follows:
Forecast Year
2010
Projection Year
2011
(cents) (cents)
Borrowing cost 25 basis points below base case 7.73 7.83
Base case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76
Borrowing cost 25 basis points above base case . . . . . . . . . . . . . . . 7.58 7.69
Managers Management Fee
Assuming that the Managers management fees were fully paid in cash for the Forecast Year 2010 and
the Projection Year 2011, the impact on the DPU would be as follows:
Forecast Year
2010
Projection Year
2011
(cents) (cents)
Base case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76
100% of the Managers Management Fee is paid in cash . . . . . . . . . 7.14 7.29
Difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.51 0.47
64
STRATEGY
INVESTMENT POLICY
CLT is a Singapore-based REIT established principally to invest in income-producing real estate used
for logistics purposes in Asia-Pacific, as well as real estate-related assets.
Under the Listing Manual, the investment policy of CLT must be adhered to for at least three years
following the Listing Date, unless otherwise agreed by Unitholders by Extraordinary Resolution.
KEY OBJECTIVES
The Managers key objectives are to achieve regular and stable distributions and long-term growth in
DPU and NAV per Unit, while maintaining an appropriate capital structure so as to provide a competitive
investment return to Unitholders.
INVESTMENT STRATEGIES
To achieve the objectives, the Managers strategy includes:
Acquisition Growth Strategy: The Manager will pursue acquisition opportunities that provide
attractive cash flows and yields relative to CLTs weighted average cost of capital, and
opportunities for future income and capital growth.
Active Asset Management Strategy: The Manager will work with the Master Lessees and others
to mitigate re-leasing risks and to grow organically, thereby increasing the yield of the Properties
and, correspondingly, the NAV per Unit.
Focused Development Strategy: Within the limits of the Property Funds Appendix, the Manager
will prudently undertake development activity when appropriate opportunities arise while
mitigating construction and leasing risks.
Capital and Risk Management Strategy: The Manager will endeavour to employ an appropriate
mix of debt and equity in financing acquisitions, and utilise interest rate and currency hedging
strategies where appropriate.
Divestment Strategy: The Manager will free up capital for re-deployment as and when
appropriate.
Acquisition Growth Strategy
The Manager will pursue acquisition opportunities that provide attractive cash flows and yields relative
to CLTs weighted average cost of capital, and opportunities for future income and capital growth.
The Manager believes that CLT has the following characteristics that will enable it to pursue acquisition
opportunities:
an Initial Portfolio, independently valued at an average of S$729.9 million, that forms a sufficiently
strong base to support further acquisitions of logistics-type properties;
a sufficiently wide mandate to principally invest in income-producing real estate used for logistics
purposes, as well as real estate-related assets;
65
a conservative capital structure with a low initial Aggregate Leverage of 25.9%, thereby providing
CLT with sufficient debt headroom to fund future acquisitions;
CWTs expertise, experience and knowledge of the logistics and warehousing markets in
Singapore and the Asia-Pacific region;
ARAs extensive experience, track record and network in the real estate sector will enable the
Manager to respond quickly to acquisition opportunities;
the CWT ROFR and the C&P ROFR (see Strategy Investment Strategies Acquisition
Growth Strategy Right of First Refusal for further details);
the Managers strong relationships with property brokers and institutional and other property
owners in Singapore and the Asia-Pacific region; and
closer relationships with owner-occupiers who are moving away from asset ownership.
Investment Criteria
In evaluating acquisition opportunities, the Manager will focus primarily on the following investment
criteria:
Location
Generally, the Manager will evaluate potential acquisitions targeting quality locations with
convenient access to major transportation networks.
Occupancy and tenant characteristics
Invest in properties with good quality existing tenants or with the potential for higher rentals and
potential for high tenant retention rates, relative to comparable properties in their respective
micro-markets, and taking into account the following:
tenant credit quality (probability and materiality of potential bad debt);
rental rates and occupancy trends to estimate rental income and occupancy rates going
forward;
impact of an acquisition on the entire portfolios profile with respect to the specific tenant, the
tenants business sector and lease expiry; and
niche asset positioning (such as for example CWT Cold Hub) where specific supply is limited
and the barriers to entry are high.
Regional diversification
While Singapore will continue to account for the majority of the assets in the short term, the
medium and longer term strategy is to pursue opportunities in the Asia-Pacific region in order to
enhance the geographical spread and tenant base.
66
In assessing overseas acquisitions, the Manager will consider a number of factors, including:
Related risks
sovereign risks (such as, political stability, business environment, law and order);
currency risks (such as, currency volatility);
market risks (such as, property price and rental yield volatility, industry regulation and
infrastructure);
asset-specific risks;
Value-adding opportunities
acquire properties with opportunities to increase occupancy rates and enhance value
through pro-active asset and property management;
the potential to add-value through selective capital expenditure or other asset enhancement
initiatives;
Building and facilities specifications
acquire buildings with good quality specifications with due consideration for age and quality
of maintenance; and
perform and rely on proper due diligence reports submitted by independent experts relating
to structural soundness of the building, maintenance, repairs and capital expenditure
requirements and encroachment of site boundaries.
Acquisition Process
The Manager has put in place a rigorous process for the assessment of acquisition opportunities,
incorporating:
a research-driven investment approach focusing on, among others things:
national macroeconomic outlook;
analysis of the relevant real estate market (including the forecast level of supply and
demand, vacancy and rental); and
detailed asset analysis of the location, tenant profile, risks and asset enhancement
opportunities;
the completion of detailed physical, legal, tax and accounting due diligence prior to the completion
of any acquisition to ensure all risks have been properly assessed;
independent valuation(s) to support the purchase price; and
detailed analysis of, among other things, the impact of a proposed acquisition on distributions and
NAV per Unit and earnings growth prospects.
67
Right of First Refusal
To demonstrate its support for the growth of CLT, each of the Sponsor and C&P has granted the CWT
ROFR and the C&P ROFR, respectively, to CLT, subject to certain conditions, which provide CLT with
access to future acquisition opportunities of income-producing properties located in Singapore,
Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan,
Korea, Australia and New Zealand. As at 31 December 2009, there are 11 properties (totalling 2.2
million sq ft of GFA) currently owned by the Sponsor in Singapore and China which are subject to the
CWT ROFR
1
, and two income-producing properties (totalling over 723,651 sq ft of GFA) currently
owned by C&P in Singapore which are subject to the C&P ROFR. Apart from C&P Hub 3, the other 12
properties are not subject to any existing right of first refusals.
The table below sets out the information of some of the properties currently owned by the Sponsor and
C&P, and which are presently subject to the CWT ROFR and the C&P ROFR, respectively.
Name Location Description
GFA
(sq ft) Land Tenure
Completion
Date
CWT Properties
CWT Logistics
Hub 3
Singapore Five-storey ramp-up
warehouse under
development
834,430 30 years from 1 July
2009 + 10 years
Second
Quarter 2011
CWT Logistics
Hub 1
Singapore Two-storey ramp-up
warehouse
375,233 30 years from
1 November 2005 +
14 years
January 2007
Jinshan
Districentre
Jinshan,
Shanghai,
PRC
Single storey
Dangerous Goods
warehousing facility
145,815 50 years
commencing June
2006 from Jinshan
Government
September
2007
CWT Tianjin
Logistics Hub
(Phase 1)
Tianjin,
PRC
Single storey
warehouse with
container yard
84,668 50 years from
January 2007
February
2010
C&P Property
C&P Hub 3
(1)
Singapore Five-storey single-
user ramp-up
warehouse
723,651 Plot A10299: 16
December 2006 to
15 December 2049
Plot 0524402:
1 December 2005 to
15 December 2049
October 2009
Note:
(1) C&P Hub 3 is subject to an existing right of first refusal. CLT will only be able to acquire C&P Hub 3 if the property has not
been acquired pursuant to the existing right of first refusal.
1 This number includes properties which are currently under construction but will when completed and operational be income
producing and subject to the CWT ROFR.
68
Active Asset Management Strategy
As and when applicable, the Manager intends to maximise returns by implementing the following
pro-active asset management strategies:
improve occupancy and rental rates;
diversify tenant base across different industries;
implement pro-active marketing plans;
rationalise operating costs;
tap on CWTs knowledge and network where necessary for real estate solutions for end-users;
and
offer real estate solutions to meet the logistics requirements of government agencies and other
bodies (both local and foreign).
Improve occupancy and rental rates
Going forward, the Manager will work closely with the Property Manager to:
enhance the profile of CLTs properties;
pursue new rental opportunities and pro-actively engage tenants;
manage lease renewals effectively in order to minimise void periods due to lease expiries by way
of:
establishing and working toward optimal rental benchmarks for each property;
pro-actively engaging tenants whose leases are about to expire in early negotiations;
endeavouring to line up new tenants in preparation for vacant space; and
actively managing overdue rentals to minimise bad debt; and
initiate tenant retention programmes to further strengthen tenant relationships in an effort to
maintain high tenant retention, minimise vacancies, as well as minimise costs associated with
securing new tenants.
Diversify tenant base across different industries
The Manager (together with the Property Manager) intends to diversify the tenant base through the
following:
monitoring the exposure of total rental income to any one business sector;
improving the diversity of its tenant base so to not overly expose revenue to certain business
sectors more susceptible to general economic cycles in order to achieve more consistent cash
flows; and
working closely with the respective Master Lessee whenever a new end-user is being considered
and provide feedback on potential concentration risk or other exposure as the case may be.
69
Implement pro-active marketing plans
The Manager intends to develop customised pro-active marketing plans for each applicable property
focusing on property-specific needs to maximise tenant interest and enhance the public profile and
visibility with a view to increase the value of the properties and to maintain the long term value of the
properties.
Rationalise operating costs
The Manager intends to rationalise operating costs through the following:
working closely with the Property Manager to manage and reduce the property operating
expenses (without reducing the quality of maintenance); and
exploiting the economies of scale associate with operating a portfolio of properties by, for
example, bulk purchasing of supplies and cross implementation of successful cost-saving
programmes.
Tap on CWTs knowledge and network where necessary for real estate solutions for end-users
The Manager intends to leverage on CWTs knowledge and network to provide real estate solutions for
end-users.
Offer real estate solutions to meet the logistics requirements of government agencies and other
bodies (both local and foreign)
The Manager intends to offer real estate solutions to meet the logistics requirements of government
agencies and other bodies (both local and foreign).
Focused Development Strategy
CLT is allowed to undertake development activities within the limits of the Property Funds Appendix
(which currently allows a REIT to commit no more than 10.0% of its deposited property to development
and investment in uncompleted property developments). The Manager believes that it has the relevant
experience to undertake development activities. In addition, the Property Manager, as and when
necessary, will engage personnel who have the relevant development expertise. (See The Manager
and Corporate Governance The Manager of CLT Executive Officers of the Manager Expertise
and experience of Executive Officers for details of the expertise and experience of some Executive
Officers in property development.)
CLT will not undertake speculative developments, and will only undertake a development if a tenant has
been identified upfront who would occupy the property upon completion. In these instances, the
Manager and the Property Manager have the expertise and network to source potential tenants. Where
required, CLT can offer further real estate solutions along with CWTs logistics expertise to provide a
complete solution for end-users needs for future growth.
Capital and Risk Management Strategy
As at the Listing Date, CLT will have an Aggregate Leverage of 25.9%.
The Manager will endeavour to:
maintain a strong balance sheet;
70
optimise CLTs capital structure and cost of capital within the borrowing limits;
use a combination of debt and equity to fund future acquisitions and asset enhancement
initiatives; and
implement an active interest rate management strategy such as utilising interest rate hedging
strategies where appropriate.
Debt strategy
As and when appropriate, the Manager intends to utilise high investment-grade rated term debt as the
core debt-funding mechanism due to the low refinancing risk associated with the issuance of high
investment-grade debt. The Property Funds Appendix allows CLT to borrow more than 35.0% (up to a
maximum of 60.0%) of the value of the Deposited Property if a credit rating from Fitch Inc., Moodys or
Standard & Poors is obtained and disclosed to the public. As at the Listing Date, CLT is expected to
have borrowings of S$191.0 million with an Aggregate Leverage of 25.9%. (See Capitalisation
Indebtedness for further details.)
By adopting this conservative initial Aggregate Leverage level, the Manager believes that CLT would
have in place ample debt headroom which will provide operating flexibility for future acquisition
opportunities and asset enhancement initiatives.
CLT may reduce its borrowings or finance its capital expenditures by utilising tenants security deposits
as the case may be. In addition, CLT has access to undrawn committed Facilities as at the Listing Date.
Any excess operating cash flow from the operations may also be used to reduce its level of
indebtedness in order to reduce interest costs.
Active interest rate management strategy
The Manager intends to adopt an active interest rate management policy to manage the risks
associated with changes in interest rates on the facilities while also seeking to ensure that CLTs
ongoing cost of debt capital remains competitive.
Currency risk management strategy
The Manager intends to adopt appropriate hedging strategies to minimise any risks associated with
foreign exchange exposures arising from the cash flows, thereby ensuring predictable returns to the
Unitholders when CLT makes an acquisition outside of Singapore.
Divestment Strategy
The intention is to hold assets on a long-term basis. However, consideration will be given to divesting
properties which have reached a stage that affords limited scope for income growth in order to reinvest
sale proceeds towards better potential growth opportunities.
71
BUSINESS AND PROPERTIES
Unless otherwise specified, all information relating to the Properties in the Prospectus are as at 31
December 2009.
CLT is a Singapore-based REIT established principally to invest in income-producing real estate used
for logistics purposes in Asia-Pacific, as well as real estate-related assets.
CLTs initial asset portfolio will, on the Listing Date, comprise six high quality logistics warehouse
properties, (i) CWT Commodity Hub, (ii) CWT Cold Hub, (iii) Schenker Megahub, (iv) C&P Changi
Districentre, (v) Hi-Speed Logistics Centre and (vi) C&P Changi Districentre 2. The Properties have an
aggregate GFA of 3,856,743 sq ft.
The average value of the independent valuations of the Properties is S$729.9 million and the forecast
rental income is S$59.0 million for the Forecast Year 2010.
COMPETITIVE STRENGTHS
The Manager believes that the Properties enjoy the following competitive strengths:
the Initial Portfolio comprises 97.3%
1
by GFA of modern ramp-up warehouses. Ramp-up
warehouses have competitive operational and cost advantages in attracting users compared to
conventional cargo-lift warehouses;
the Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore;
CWT Commodity Hub is the largest warehouse in Singapore and one of the largest in Southeast
Asia with close to 2.3 million sq ft of GFA, which allows end-users to consolidate their warehouse
space;
CWT Cold Hub is the first and only ramp-up cold storage warehouse and one of the largest and
newest cold storage facilities in Singapore. CWT Cold Hub is able to benefit from the increased
market demand for the convenience of packaged and frozen food;
Schenker Megahub and Hi-Speed Logistics Centre are two of the only 11 properties located in
ALPS, the only logistics park in Singapore with FTZ status. ALPS is adjacent to Changi Airport,
and offers savings on duties and efficiency in customs clearance to logistics service providers and
end-users located within the FTZ. In addition, Schenker Megahub is the largest freight and
logistics property in ALPS sited on land area in excess of two hectares;
C&P Changi Districentre is one of only two ramp-up warehouses within Changi International
LogisPark (South), one of the most established logistics clusters in Singapore, with no additional
potential supply expected due to the fact that all available land plots in the area are fully allocated;
the Properties are strategically located in established logistics clusters, near air and sea
transportation ports, such as Changi Airport, PSA Terminals and Jurong Port;
the Properties are modern with a weighted average age (by GFA) of 2.12 years, which translates
into lower capital and maintenance expenditure in the near term, and a WALE of 6.4 years;
the Properties are located in Singapore, which is a premier logistics hub with strong air and sea
connectivity globally;
1 This includes CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics
Centre.
72
ramp-up warehouse space in Singapore is limited, constituting only an estimated 15.1 million sq
ft, or 20.3% of total warehouse stock. High barriers to entry exist for the development of new
efficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of one
hectare and the specialised planning and design specifications required for such properties; and
strong and diverse demand for the Properties by underlying end-users.
The Initial Portfolio comprises 97.3%
1
by GFA of modern ramp-up warehouses. Ramp-up
warehouses have competitive operational and cost advantages in attracting users compared to
conventional cargo-lift warehouses
A user of a ramp-up warehouse enjoys the following key benefits compared to a conventional
multi-storey warehouse, also known as a cargo-lift warehouse:
direct vehicular access to all warehouse units on all floors which results in improved operational
efficiency (turnaround time) for users, as they are able to load and unload goods to and from the
trucks directly in front of their warehouse unit, irrespective of which floor the unit is on;
wide ramp facilitates smooth movement within each warehouse and allows two container trucks
to travel up and down the ramp simultaneously;
enhanced specifications and improved capacity such as higher floor-to-ceiling height and wider
column-grid spacing, thereby providing users greater flexibility and capacity in stacking their
goods;
absence of cargo lifts, other machinery and equipment translates into lower utilities and operating
and maintenance expenses as well as lower manpower requirements;
ramp-up warehouses enjoy greater versatility and flexibility due to its ability to create versatile
storage space that can target a broader range of end-users, and to partition each floor into smaller
units without having to cater for floor plate inefficiencies and limitations arising from the presence
of cargo lifts;
allows uninterrupted warehousing operations under all weather conditions in a sheltered building;
and
allows for the movement of bulky goods without the size constraints of cargo-lifts.
The above mentioned benefits for ramp-up warehouse users also translate into the following benefits
for ramp-up warehouse owners:
it allows the equivalent of ground floor rents to be charged for every unit in the ramp-up
warehouse. This is reflected in the 15.0% to 25.0% rental premiums that upper-floor units at
ramp-up warehouses are able to command relative to upper-floor units at cargo-lift warehouses
in the same area;
ramp-up warehouses have historically enjoyed higher occupancy rates than the market average;
and
ramp-up warehouses require large sites with appropriate dimensions relative to conventional
warehouses. The shortage of such suitable sites in well established locations places a natural
barrier to competing new supply even as demand and preference for ramp-up warehouses grow.
1 This includes CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics
Centre.
73
In addition, ramp-up warehouses are more resilient and their rents are likely to recover faster than
conventional multiple-user cargo-lifted warehouse space when the economy improves and vice versa
would be less adversely impacted during an economic downturn. Ramp-up warehouses are therefore
more desirable in land-scarce countries like Singapore.
The Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore
Five of the six Properties, namely CWT Commodity Hub, CWT Cold Hub, C&P Changi Districentre,
Schenker Megahub and Hi-Speed Logistics Centre, are ramp-up warehouses. These properties
account for 24.9% market share of ramp-up warehouse space in Singapore.
CLTs ramp-up warehouses are among the newest and/or largest ramp-up warehouses in Singapore
and can be easily reconfigured to be leased out on a multi-tenanted basis, as and when required. In
addition, compared to other smaller ramp-up warehouses in the vicinity, CLTs ramp-up warehouses
have larger floor plates that can easily accommodate a wider range of end-users.
CWT Commodity Hub is the largest warehouse in Singapore and one of the largest in Southeast
Asia with close to 2.3 million sq ft of GFA, which allows end-users to consolidate their
warehouse space
CWT Commodity Hubs size and scale provides for the following advantages:
attracting demand from large warehouse users looking to consolidate their logistics activities
within Singapore, or to use Singapore as a hub for Asian operations; and
providing large floor plates for individual warehouse units, which allows users greater efficiencies
in moving, consolidating and stacking their goods in one area.
In addition, CWT Commodity Hub is a licensed warehouse for the London Metal Exchange (LME),
which increases demand for storage space from global commodities derivatives trading. Only about
0.5% of the goods in the LME warehouses are physically delivered out from the warehouses, which
provides a source of stable demand.
(See Business and Properties CWT Commodity Hub for further information.)
CWT Cold Hub is the first and only ramp-up cold storage warehouse and one of the largest and
newest cold storage facilities in Singapore. CWT Cold Hub is able to benefit from the increased
market demand for the convenience of packaged and frozen food
CWT Cold Hubs competitive strengths include:
its design and specifications, which allow for an unbroken cold chain, the direct loading and
unloading into the cold storage facility without the goods being exposed;
it is a new and modern building, compared to existing supply of cold storage warehouses;
the favourable demand and supply dynamics for cold storage facilities;
the potential to leverage on the growth in demand for the convenience of frozen and packaged
food due to changing lifestyles and the increasing popularity of supermarkets/hypermarkets over
traditional wet markets in Singapore;
the high barriers to entry due to high initial set up costs; and
74
its strategic location near Jurong Port which provides an advantage in storing frozen goods
transported by sea.
(See Business and Properties CWT Cold Hub for further information.)
Schenker Megahub and Hi-Speed Logistics Centre are two of the only 11 properties located in
ALPS, the only logistics park in Singapore with FTZ status. ALPS is adjacent to Changi Airport,
and offers savings on duties and efficiency in customs clearance to logistics service providers
and end-users located within the FTZ. In addition, Schenker Megahub is the largest freight and
logistics property in ALPS sited on land area in excess of two hectares
ALPS is a unique 26 hectare FTZ adjacent to Changi Airport catering in particular to air cargo and fast
moving goods and is also the only logistics park in Singapore with FTZ status.
Properties in ALPS benefit from excellent connectivity to Changi Airport, and offer logistics service
providers and end-users within the FTZ superior handling efficiencies and savings on duties,
documentation time, customs clearance and transportation due to its status as a FTZ. In addition,
Schenker Megahub is the largest freight and logistics property in ALPS, which allows it to cater to
end-users with large space requirements in ALPS.
There is limited potential new competing supply at ALPS with only one unallocated plot of 2.57 hectares
remaining, which represents 9.9% of total land area at ALPS.
(See Business and Properties Schenker Megahub and Business and Properties Hi-Speed
Logistics Centre for further information.)
C&P Changi Districentre is one of only two ramp-up warehouses within Changi International
LogisPark (South), an area which is one of the most established logistics clusters in Singapore
and where no additional potential supply is expected because all of the available land plots in
the area have been fully allocated
C&P Changi Districentre is one of only two ramp-up warehouses within Changi International LogisPark
(South), an area which is one of the most established logistics clusters in Singapore. There is no
additional potential supply at Changi LogisPark (South) expected because all the land plots have been
fully allocated.
Strategically located in established logistics clusters, near air and sea transportation ports,
such as, Changi Airport, PSA Terminals and Jurong Port
All of the Properties are strategically located in or in close proximity to Changi Airport, seaports and key
logistics areas in Singapore and have the following competitive strengths:
both Schenker Megahub and Hi-Speed Logistics Centre are located in ALPS, a 26-hectare FTZ
adjacent to Changi Airport, the only logistics park in Singapore with FTZ status;
CWT Commodity Hub and CWT Cold Hub are located in the Penjuru/Pandan area, which is a key
logistics cluster. The Penjuru/Pandan area is superior to other locations in the Jurong vicinity as
it allows for quicker loading and unloading of containers at warehouses, due to its close proximity
to PSATerminals, the main container terminal in Singapore, Jurong Port, Tuas checkpoint, and at
least half of the container yards in Singapore. In addition, due to the critical mass of similar
properties in the area, the Penjuru/Pandan area has taken on characteristics similar to a logistics
park; and
75
C&P Changi Districentre and C&P Changi Districentre 2 are located within the Changi
International LogisPark (South) which is one of the most established logistics clusters in
Singapore and is in close proximity to Changi Airport.
The excellent infrastructure and arterial road networks connecting the logistics clusters where the
Properties are located enhances their attractiveness to existing and potential new tenants.
Modern and new assets with a weighted average age (by GFA) of 2.12 years, which translates
into lower capital and maintenance expenditure in the near term
The Properties are among the newest and modern warehouses in Singapore catering to the changing
needs and demands of sophisticated logistics companies. The WALE of the Properties is 6.4 years
assuming a commencement date of 1 January 2010.
Located in Singapore, which is a premier logistics hub with strong air and sea connectivity
globally
The Properties are located in Singapore which is widely regarded as a premier regional and global
logistics hub, being well connected by a network of air, road and sea linkages to facilitate trade, and
whose business competitive edge includes government efficiency, international trade, and strong
business legislation which contributes to ease of doing business.
Singapore is ranked second globally in the World Banks 2010 Logistics Performance Index, achieving
top two positions in Customs and International Shipment
1
.
Compared to its regional peers, Singapores competitive advantage is further strengthened by the
quality of infrastructure as well as its location and inter-connectivity to other parts of Asia. For example,
although Hong Kong and Shanghai can serve as North Asia or China centric hubs, they lack proximity
to India, Southeast Asia and Australia as compared to Singapore.
Demand for logistics properties in Singapore is further underpinned by 21 of the top 25 global logistics
providers significant presence in Singapore. The contract logistics and freight forwarding market in
Singapore is forecast to grow at a CAGR of 16.0% and 8.6% respectively from 2007 to 2011.
Ramp-up warehouse space in Singapore is limited, constituting only an estimated 15.1 million
sq ft, or 20.3% of total warehouse stock. High barriers to entry exist for the development of new
efficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of one
hectare and the specialised planning and design specifications required for such properties
As at end 2009, there was an estimated 15.1 million sq ft GFA of ramp-up warehouses, which is about
20.3% of warehouse stock.
A ramp-up warehouse usually requires a land area in excess of one hectare, larger than that required
for a conventional warehouse. As a result, there are limited ramp-up warehouses in land-scarce
Singapore. In addition, ramp-up warehouses generally have better building specifications and design
(such as floor loading, floor-to-ceiling height and column grid space), compared with conventional
multi-storey warehouses.
1 See Appendix F, Independent Logistics Property Market Research Report. World Bank has not provided its consent, for
the purposes of Section 249 (read with Section 302) of the SFA, to the inclusion of the information extracted from the
relevant report issued by it, and is thereby not liable for such information under Sections 253 and 254 (read with
Section 302) of the SFA. While the Manager has taken reasonable action to ensure that the information has been
reproduced in its proper form and context, and that it has been extracted from the Independent Logistics Property Market
Research Report accurately and fairly, neither the Manager nor any other party has conducted an independent review of,
nor verified the accuracy of, such information.
76
The potential future market supply of ramp-up warehouses in Singapore is relatively spread out over
2010 to 2013, with only two known proposed ramp-up warehouse projects in the pipeline, one of which
is to be developed by CWT. The average annual potential supply of warehouse space from 2010 to
2013 of 1,031,740 sq ft of net lettable area (NLA) is less than the historical annual average in the past
decade of 1,732,251 sq ft of NLA.
Strong and diverse demand for the Properties by underlying end-users
The Manager believes that the Properties enjoy strong demand from a diverse spectrum of end-users,
as evidenced by the following:
the Properties are 94.1% occupied by and contracted to end-users
1
;
diverse spread of 26 end-users comprising domestic and international companies;
the largest end-user accounts for 16.1% of the Occupied GFA. The top five end-users together
account for 56.5% of the Occupied GFA, demonstrating diversity in the end-users;
diversified base of end-users by trade sector as illustrated in the table below:
No. End-users trade sector Number of end-users
(1)
% of Occupied GFA
(1)
1 Industrial and consumer goods 14 53.0%
2 Commodities and chemical 5 23.0%
3 Food and cold storage 7 8.4%
4 Aerospace 2 6.0%
5 Healthcare 2 3.9%
6 Courier services 1 2.0%
7 Hospitality 2 3.7%
Total 26
(2)
100.0%
Notes:
(1) The information in this table is based on the Managers estimate as at 31 December 2009 and has not been either
independently verified or confirmed by the end-users.
(2) While the summation of the end-users in the table is more than 26, there are 26 end-users in total as some of the
end-users operate in more than one trade sector.
enhanced stability for the Master Lessees and CLT, arising from having multinational corporations
and government agencies accounting for 91.4% of the Occupied GFA, as illustrated in the table
below:
No. End-users type % of Occupied GFA
1 Multinational corporations 85.2%
2 Government agencies 6.2%
3 Small and medium enterprises 8.6%
Total 100.0%
1 This does not include the parts of CWT Commodity Hub which received the TOP on 28 September 2009 and 19 October
2009. As it typically takes up to six months for the occupancy of a newly completed property to stabilise, the Manager is
therefore of the view that it would not be representative to include such parts when computing the occupancy rate for CWT
Commodity Hub as at 31 December 2009 when the occupancy at such parts of the CWT Commodity Hub was not yet
stabilised.
77
balanced expiry profile of Service Agreements and sub-lease agreements entered into by the
Service End-Users and the Sub-Tenants End-Users, respectively with the respective Master
Lessees with 53.6% of the Occupied GFA expiring after 2012, as shown in the table below:
Service Agreement and Sub-Lease Agreement
Lease Expiry Profile
2010 2011 2012 Beyond 2012
% of Occupied GFA 26.2% 7.9% 12.3% 53.6%
in addition, 71.6% of the Occupied GFA is occupied by end-users that have committed capital
expenditure on the fit-out of their space, thus increasing the incentive for such end-users to
continue to occupy the Properties. This is illustrated by the high retention rates of 95.0% per
annum for the past three years achieved by the Master Lessees at the Properties; and
79.1% of the Occupied GFA is occupied by direct counterparties of the Master Lessees being
3PLs and third party end-users. The remaining 20.9% of the Occupied GFAis contracted from the
Master Lessees by CWT related entities, which has in turn been fully contracted for use by third
party end-users.
No. Master Lessees direct counterparty % of Occupied GFA
1 3PLs 54.5%
2 Third party end-users 24.6%
3 CWT related entities 20.9%
Total 100.0%
CERTAIN INFORMATION ON THE PROPERTIES
Valuation and Purchase Price
The Properties were valued by the Independent Valuers, being CBRE and Knight Frank. In arriving at
the market value of each Property, CBRE and Knight Frank have adopted the capitalisation
approach/investment method and the discounted cash flow method.
In the capitalisation approach/investment method, the proposed leaseback net rental has been
adjusted to reflect the lessors own property management fees producing a net income. The net income
of the Property is capitalised for the balance term of the lease tenure at a yield rate which is appropriate
for the type of use, tenure and reflective of the quality of the investment, based on analysis of yields
reflected in the sales of other property types. Capital adjustment such as capital expenditure is then
made to derive the capital value of the subject property.
In the discounted cash flow method, an investment holding period of ten years from the date of
valuation is assumed. The valuation of the property is based on the proposed rental, and the terms and
conditions of the leaseback. The Property is hypothetically assumed to be sold after the end of the tenth
year. The cash outflows (comprising operating expenses) where applicable are deducted from the cash
inflows of the Property (comprising rental income and the assumed sales proceeds in the tenth year)
to obtain the net cash flow. The stream of net cash flow is discounted at an estimated required rate of
return applicable to that class of property to obtain the net present value, which is also the capital value
of the subject Property.
(See Appendix E, Independent Property Valuation Summary Reports for further details.)
78
The valuation of each Property is set out in the following table:
Property
CBRE
Valuation
(S$ million)
Knight Frank
Valuation
(S$ million)
Average
Valuation
(S$ million)
% of Initial
Portfolio
based on
Average
Valuation
Purchase
Price
(S$ million)
CWT Commodity
Hub
324.9 326.1 325.5 44.6% 323.0
CWT Cold Hub 130.0 129.1 129.6 17.8% 122.0
Schenker Megahub 100.8 101.2 101.0 13.8% 99.0
C&P Changi
Districentre
83.4 83.2 83.3 11.4% 82.0
Hi-Speed Logistics
Centre
70.7 70.9 70.8 9.7% 69.5
C&P Changi
Districentre 2
19.7 19.8 19.8 2.7% 17.7
Total 729.5 730.3 729.9 100.0% 713.2
Master Lease Agreements
The six properties forming the Initial Portfolio will each be subject to a Master Lease, entered into
between the respective Master Lessees and CLT. (See Certain Agreements Relating to Cache
Logistics Trust and the Properties Master Lease Agreements for further details of the Master
Leases.)
The initial periods on the respective Master Leases with the Master Lessees are listed in the table
below:
Property Master Lessee
Fixed
Annual Rent
(S$ million)
(1)
Initial
Leaseback
Period on
Master Lease
(years)
Leasehold term for
underlying land
from JTC
CWT Commodity Hub CWT 28.9 5.0 to 10.0
(2)
29 years with effect
from 19 August 2006
CWT Cold Hub CWT 9.8 5.0 30 years with effect
from 20 December
2005 + 30 years
Schenker Megahub C&P Land
Pte. Ltd.
7.4 Over 6.0 years,
expiring on
31 August 2016
30 years with effect
from 1 June 2005
+ 30 years
C&P Changi
Districentre
C&P
Distribution
Pte. Ltd.
6.1 5.0 30 years with effect
from 16 August 2005
+ 30 years
Hi-Speed Logistics
Centre
C&P
Distribution
Pte. Ltd.
5.2 Over 6.0 years,
expiring on
15 October 2016
30 years with effect
from 16 August 2005
+ 30 years
79
Property Master Lessee
Fixed
Annual Rent
(S$ million)
(1)
Initial
Leaseback
Period on
Master Lease
(years)
Leasehold term for
underlying land
from JTC
C&P Changi
Districentre 2
C&P 1.5 5.0 30 years with effect
from 16 February
1996 + 30 years
Total/Average 59.0 6.4
(3)
Notes:
(1) Monthly rental rate per sq ft of GFA is for the first 12 months from entering into the respective Master Lease, before annual
rental escalation takes effect.
(2) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub Individual
Lease Agreements which will be entered into in connection with CWT Commodity Hub in the event that the Master Lease
Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the CWT
Commodity Hub Individual Lease Agreements, which will commence at the expiration of the initial Master Lease term, will
range from one to five years. This does not preclude CLT from agreeing and signing extensions of either the Master Lease
or individual leases as the case may be beyond the expiry date of the initial lease terms.
(3) Weighted based on total GFA for the Properties, assuming a commencement date of 1 January 2010.
The Independent Valuers have reviewed the terms of the Master Lease Agreements and are of the
opinion that the contracted rent under the Master Lease Agreements is within the market acceptable
range. The table below sets out the contracted rent, the implied gross rent (based on the triple net cost)
and the market acceptable gross rent based on the Independent Valuers valuation reports.
Property
(S$ per sq ft per month)
Actual Triple
Net Rent
Triple Net
Cost
(1)
Implied Gross
Rent
(2)
Market Acceptable
Monthly Gross Rent
(3)
CWT Commodity
Hub
S$1.05 S$0.16 S$1.21 S$1.10 to S$1.40
CWT Cold Hub S$2.40 S$0.23 S$2.63 S$2.30 to S$2.65
Schenker Megahub S$1.40 S$0.25 S$1.65 S$1.60 to S$1.94
C&P Changi
Districentre
S$1.40 S$0.24 S$1.64 S$1.60 to S$1.94
Hi-Speed Logistics
Centre
S$1.40 S$0.26 S$1.66 S$1.60 to S$1.94
C&P Changi
Districentre 2
S$1.20 S$0.23 S$1.43 S$1.20 to S$1.50
Notes:
(1) The triple net cost comprises (i) land rent, (ii) property tax and (iii) insurance and maintenance expenses. Such costs for
2009 are estimated based on actual costs incurred and estimates based on the previous year expenses.
(2) The implied gross rent takes into account the triple net cost.
(3) Range of market acceptable monthly gross rent based on the lower and upper limits of the gross monthly rent at comparable
properties for each Property as provided by CBRE and Knight Frank.
80
Relationship between the Master Lessees and CLT
Each of the Master Leases entered into between the Master Lessees and the Trustee is structured as
a triple net lease.
Subject to certain limitations set out in the respective Master Leases, the Master Lessees will have all
the rights and liabilities vis-a` -vis the end-user(s) (both new and existing), and will be responsible for all
the ongoing property operating expenses relating to the respective property.
In relation to C&P Changi Districentre, Schenker Megahub and Hi-Speed Logistics Centre, their
ultimate parent company, C&P has provided the Corporate Guarantees in connection with the lease
obligations of C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. to lease the Properties during the term
of their respective Master Lease.
At the time of entering into a Master Lease, the respective Master Lessee is required to pay an upfront
security deposit equal to 12 months rent in the form of cash or bank guarantees. Under the terms of
the Master Lease Agreements, the Master Lessee is granted the option to renew the Master Lease,
subject to certain conditions. The notice to renew the Master Lease must be given not later than three
months before the expiry of the lease renewal confirmation date, being 15 months before the expiry of
the initial lease term. The Master Lessee must enter into the renewed Master Lease Agreement (the
Renewed Master Lease Agreement) on or before the lease renewal confirmation date.
In respect of future master leases to be entered into between the Trustee and CWT, C&P or the
subsidiaries of CWT and C&P, CWT and C&P will each give a written undertaking to the Trustee that
they will provide or procure the provision of an upfront security deposit equal to 12 months rent for each
of such master leases.
Relationship between the Master Lessees and the end-users
Each of the Master Lessees receives service fees (which may include components of a warehouse
usage charge, a warehouse service fee and a maintenance fee) from the Service End-Users of each
of the Properties for the provision of certain services and premises in the Property pursuant to the terms
of the service agreements that have been entered into between the Master Lessees and the Service
End-Users (the Service Agreements). End-users include industrial companies, third party logistics
companies and other companies.
The term of the Service Agreements entered into with the Service End-Users range from between one
to 10 years, depending on factors such as the needs of the Service End-Users and market conditions.
At the time of entering into a Service Agreement, the relevant Service End-User is required to pay the
Master Lessee a retention fee of between one to three months of service fees for due observance and
performance of the Service End-Users covenants and conditions of the Service Agreement. In the
event that the Service End-User wrongfully terminates without cause the Service Agreement
prematurely, such retention fee shall be forfeited in favour of the Master Lessee. In such event, unless
otherwise agreed to by the Master Lessee, the Service End-User is required to pay for the service fee
for the remaining unexpired period of the Service Agreement.
The services provided by the Master Lessees to the end-users include bundling, packaging, reverse
logistics, transportation, inventory management, freight and use of space.
Relationship between the Master Lessees and the Sub-Tenants
The Master Lessees of Schenker Megahub and Hi-Speed Logistics Centre have sub-let the premises
of such Properties to certain anchor tenants. (See Certain Agreements Relating to Cache Logistics
Trust and the Properties Sale and Purchase Agreements for further details.)
81
Rental escalation and pricing determinants
The Properties under the Master Leases provide for annual rental escalation, allowing for a stable and
growing income stream. The rental escalation of the tenancies in the Properties for the first anniversary
to the fourth anniversary commencing from the Listing Date is 1.5% per annum. Where the Master
Lease exceeds five years as in the case at Schenker Megahub and Hi-Speed Logistics Centre, rental
rates will be reviewed at the end of the fifth year commencing from the Listing Date and marked to the
then prevailing market rate.
COMPETITION
The Initial Portfolio operates in a niche market within Singapore, which is one of the most cost
competitive and efficient logistics hubs in the world. According to the Urban Redevelopment Authority
(URA), as at 31 December 2009, of the 397.2 million sq ft of industrial property space in Singapore,
74.3 million sq ft or 18.7% is warehouse space. As a sub-sector, ramp-up warehouses account for 15.1
million sq ft. This represents only 3.8% of all industrial property and 20.3% warehouse stock space in
Singapore.
New supply of warehouse space in Singapore is expected to be moderate in 2010 and 2011. A
significant portion of upcoming supply will be owner-occupied, limiting the supply available for third
party occupancy. According to the URA, approximately 4.1 million sq ft of NLA of warehouse space is
due for completion between 2010 and 2013. This is expected to be below the 10 year historical annual
average supply. Most of the impending supply is for owner occupation.
The Properties are likely to face potential competition from existing and new properties of similar types
within the same area. The principal competitive factors include rental rates, quality, location and
accessibility of the properties, supply of comparable space and changing business needs of tenants.
The Manager believes that the Properties are well-positioned to withstand the competition, given their
quality and strategic locations. In addition, as one of Asias leading logistics providers, the Sponsor is
well-positioned to identify and respond to changing trends in the logistics real estate sector given its
direct relations with major logistic companies compared to other logistics real estate peers. The
Manager will work closely with the Sponsor to ensure that the Properties continue to meet the changing
needs and requirements of the end-users and remain competitive vis-a` -vis the competition.
(See Independent Logistics Property Market Research Report for further details.)
Competition for Acquisitions
The Manager expects that CLT will face competition for the acquisition of properties in Singapore and
the Asia-Pacific region from other industrial REITs and property funds which are focused on properties
used primarily for logistics purposes. However, the Manager believes that CLT will benefit from the
combined strength, knowledge and network of the Sponsor and ARAin the furtherance of its acquisition
strategy.
Competition facing the Properties
CWT Commodity Hub: There are a number of ramp-up properties in the vicinity such as C&P Logistics
Hub 1, C&P Logistics Hub 2, CWT Logistics Hub 1, CWT Logistics Hub 2 and Jurong Logistics Hub.
However, compared to CWT Commodity Hub, such properties have a smaller floor plate (which will be
less attractive to large users seeking to consolidate their operations) and are currently close to or are
fully occupied.
82
CWT Cold Hub: Apart from CWT Cold Hub, the other cold stores in the vicinity include NCS Cold Store
and Jurong Marine Cold Stores. However, CWT Cold Hub is the only cold store with a ramp-up design.
CWT Cold Hub, which is one of the largest and newest cold storage facilities in Singapore, offers
multi-temperature controlled space and unbroken cold chain access (i.e. goods being moved in and out
of the warehouse are not exposed to warm temperature) while moving goods in and out of the
warehouse, which is unlike other cold storage facilities.
Schenker Megahub: There is limited competing supply at the ALPS with buildings well-occupied. Only
a 2.57-hectare plot remains unallocated.
C&P Changi Districentre: There is limited competition in terms of upcoming supply, as all available
land in Changi International LogisPark (South) has been allocated and there are no expected new
projects.
Hi-Speed Logistics Centre: There is limited competing supply at the ALPS with buildings well-
occupied. Only a 2.57-hectare plot remains unallocated.
C&P Changi Districentre 2: There is limited competition in terms of upcoming supply, as all available
land in Changi International LogisPark (South) has been allocated and there are no expected new
projects.
83
CWT COMMODITY HUB
Description
CWT Commodity Hub, which is located at 24 Penjuru Road, is the largest warehouse in Singapore and
one of the largest in Southeast Asia, spanning close to 2.3 million sq ft of GFA over five levels in two
adjoining warehouse buildings served by a vehicular ramp in the centre. The integrated warehouse
complex includes ramp-up warehouses with mezzanine offices and an office annex, as well as a
103,793 sq ft ancillary container yard. The Manager believes that the size and scale of CWT
Commodity Hub generates strong demand from large warehouse users looking to consolidate their
logistics activities within Singapore, or to use Singapore as a hub for Asian operations.
CWT Commodity Hubs average floor plate of 448,000 sq ft GFA per storey allows users greater
efficiencies in consolidating and stacking their goods in one area.
Since Phase 1 became operational in April 2008, CWT Commodity Hub is one of the two newest
warehouses in the vicinity. Approximately 100,000 sq ft of GFAis licensed as LME approved warehouse
space for metals. CWTs subsidiary, CWT Commodities (Metals) Pte. Ltd. is one of a total of 26 LME
licensed operators globally, most of which are in Europe as at 31 December 2009. CWT Commodity
Hubs status as an LME approved warehouse generates additional demand for storage space arising
from global commodities derivatives trading. Only about 0.5% of the goods in LME approved
warehouses are physically delivered out from the warehouses, which provides a source of stable
demand.
CWT Commodity Hub is located within the Penjuru/Pandan area in the Jurong Industrial Estate, which
is considered to be the key logistics cluster of the Jurong Industrial Precinct given its proximity to the
PSA Terminals, Jurong Port, Jurong Island and the central business district of Singapore. CWT
Commodity Hub is well served by major arterial roads and transport networks such as the nearby Ayer
Rajah/Pan Island Expressways/West Coast Highways and Jurong East Mass Rapid Transit (MRT)
station. Public transport and other urban amenities are available in the vicinity.
The table below sets out a summary of selected information on CWT Commodity Hub.
Occupancy by end-users 90.6%
(1)
Property Type Ramp-up logistics facility
JTC Leasehold Tenure 29 years from 19 August 2006
Issue of Certificate of Statutory
Completion (CSC)/TOP
CSCs issued for all phases: 14 September 2009 and
1 December 2009
TOPs issued for all phases: 30 April 2008, 14 August 2008,
7 April 2009, 28 September 2009 and 19 October 2009
Land Area 918,399 sq ft
Gross Floor Area
(2)
2,295,994 sq ft
Container Yard Area 103,793 sq ft
Initial Annual Rent S$28.9 million
Valuation by CBRE S$324.9 million
Valuation by Knight Frank S$326.1 million
Average Independent Valuation S$325.5 million
Purchase Price S$323.0 million
Number of end-users 13
84
Notes:
(1) This does not include the parts of CWT Commodity Hub which received the TOPs on 28 September 2009 and 19 October
2009. As it typically takes up to six months for the occupancy of a newly completed property to stabilise, the Manager is
therefore of the view that it would not be representative to include such parts when computing the occupancy rate for CWT
Commodity Hub as at 31 December 2009 when the occupancy at such parts of the CWT Commodity Hub was not yet
stabilised.
(2) Does not include container yard area of 103,793 sq ft which forms part of the Property that will be acquired by CLT.
The Master Lease
CWT Commodity Hub will be leased to CWT as the Master Lessee. The initial lease term is 5.0 years
1
from the completion date of the sale and purchase. Security deposits in the form of cash or bank
guarantees totalling S$28.9 million will be held by CLT upon the Listing Date, representing an average
of 12 months of rent.
The initial annual rent will be S$28.9 million with rental escalation to be calculated at 1.5% per annum
over the preceding years rent.
1 This is the initial lease term of the Master Lease. CWT will enter into the CWT Commodity Hub Individual Lease Agreements,
in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year
term. The terms of the CWT Commodity Hub Individual Lease Agreements, which will commence at the expiration of the
initial Master Lease term, will range from one to five years. This does not preclude CLT from agreeing and signing
extensions of either the Master Lease or individual leases as the case may be beyond the expiry date of the initial lease
terms.
85
CWT COLD HUB
Description
CWT Cold Hub, which is located at 2 Fishery Port Road, is a modern cold storage facility which offers
variable temperature control for a variety of food usages, and is the first and only ramp-up cold storage
warehouse and the largest multi-temperature controlled logistics facility in Singapore. It comprises a
two-storey ramp-up warehouse block with mezzanine offices built at the access road level. CWT Cold
Hub is built with reinforced concrete post-tension floor slabs and a structural steel roof constructed on
a pile foundation, with a special insulation layer to enhance the efficiencies of its cold rooms. Each floor
enjoys high clearance, minimal column interruption and 18 raised docks with dock-levellers. The ramp
is designed so that multiple forty foot containers trucks can travel up and down the ramp at the same
time.
Designed to incorporate modern engineering technologies, CWT Cold Hub offers users unbroken cold
chain access (i.e. goods being moved in and out of the warehouse are not exposed to warm
temperatures) while moving goods in and out of the warehouse. In addition, CWT Cold Hub has the
flexibility of multi-temperature control, which allows for the temperature for each warehouse unit to be
set individually, and is potentially able to leverage on the growth in demand for the convenience of
frozen and packaged food due to changing lifestyles and the increasing popularity of supermarkets/
hypermarkets over traditional wet markets in Singapore.
CWT Cold Hub is located within a food zone that is close to the Fishery Port (within close proximity to
food processing facilities), the PSA Terminals, Jurong Port and the central business district of
Singapore. CWT Cold Hub is located at the intersection of Fishery Port Road and Jalan Buroh with easy
access via the Ayer Rajah Expressway and Jurong East MRT station. As a result, CWT Cold Hub
enjoys a competitive advantage for the storage and distribution of frozen goods transported by sea.
CWT Cold Hub has 117,664 sq ft of ambient warehouse space that can potentially be converted into
cold storage space which can generate higher rental income.
The combination of having such technically advanced modern cold store facilities with proximity to sea
ports is extremely rare due to land zoning constraints and high barriers to entry due to construction
costs. Due to its superior specifications and location, the Manager believes that CWT Cold Hub will be
able to generate strong user demand.
The table below sets out a summary of selected information on CWT Cold Hub.
Occupancy by end-users 94.4%
Property Type Ramp-up cold storage logistics facility
JTC Leasehold Tenure 30 years from 20 December 2005 + 30 years
Issue of CSC/TOP CSC: 20 March 2008
TOP: 13 June 2007 and 9 July 2007
Land Area 254,904 sq ft
Gross Floor Area 341,944 sq ft
Cold Room: 158,882 sq ft
Ambient Warehouse: 117,664 sq ft
Ancillary Office and Service Area: 65,398 sq ft
Initial Annual Rent S$9.8 million
Valuation by CBRE S$130.0 million
86
Valuation by Knight Frank S$129.1 million
Average Independent Valuation S$129.6 million
Purchase Price S$122.0 million
Number of end-users 8
The Master Lease
CWT Cold Hub will be leased back to CWT as the Master Lessee. The initial lease term is five years
from the completion date of the sale and purchase. Security deposits totalling S$9.8 million in the form
of cash or bank guarantees will be held by CLT upon the Listing Date, representing 12 months of rent.
The initial annual rent will be S$9.8 million with rental escalation of 1.5% per annum over the preceding
years rent.
87
SCHENKER MEGAHUB
Description
Schenker Megahub, which is located at 51 ALPS Avenue, is the largest freight and logistics property
located at the ALPS, a 26 hectare FTZ adjacent to Changi Airport, where 3PLs can leverage on
Singapore Changi Airports excellent connectivity and superior handling efficiency for quick turnaround
of value-added logistics and regional distribution activities. Schenker Megahub is occupied by
Schenker Singapore (Pte) Ltd and houses Schenkers headquarters for Asia-Pacific and is a
purpose-built eight-storey ramp-up logistics facility comprising four levels of warehouses and an
eight-storey office block. Built with temperature and humidity controlled facilities including
pharmaceutical, nutritional storage rooms and cold room, Schenker Megahub caters to the handling of
pharmaceutical and healthcare products and ground floor warehouse space with grade-level loading
bays specially designed for warehousing and supply chain needs in the aerospace sector in Singapore.
Schenker Megahub is strategically located in ALPS where 3PLs and international airfreight forwarders
can leverage on Singapore Changi Airports excellent connectivity and superior handling efficiency for
quick turnaround of value-added logistics and regional distribution activities. As Schenker Megahub is
located within the FTZ, logistics players save on duties, documentation time, custom clearance and
transportation. The ALPS is almost fully occupied by 3PLs providing their customers with fast and
efficient value-adding replenishment and fulfilment activities for the entire Asia-Pacific region. There is
limited potential new competing supply at ALPS with only one unallocated plot of 2.57 hectares
remaining, which represents 9.9% of total land area at ALPS.
The table below sets out a summary of selected information on Schenker Megahub.
Occupancy by end-users 100%
Property Type Ramp-up logistics facility
JTC Leasehold Tenure 30 years from 1 June 2005 + 30 years
Issue of CSC/TOP CSC: 29 December 2006
TOP: 20 June 2006
Land Area 220,143 sq ft
Gross Floor Area 439,956 sq ft
Initial Annual Rent S$7.4 million
Valuation by CBRE S$100.8 million
Valuation by Knight Frank S$101.2 million
Average Independent Valuation S$101.0 million
Purchase Price S$99.0 million
Number of end-user 1
The Master Lease
Schenker Megahub will be leased back to C&P Land Pte. Ltd. as the Master Lessee, to be backed by
the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligations over the term
of the Master Lease. The initial lease term is for over six years from the completion of the sale and
purchase and expiring on 31 August 2016. Security deposits in the form of cash or bank guarantees
totalling S$7.4 million will be held by CLT upon the Listing Date, representing an average of 12 months
of rent.
The initial annual rent will be S$7.4 million with rental escalation to be calculated at 1.5% per annum
over the preceding years rent.
There will be a rental review at the end of the fifth year commencing from the Listing Date.
88
C&P CHANGI DISTRICENTRE
Description
C&P Changi Districentre, which is located at 5 Changi South Lane, is a modern six-storey ramp-up
warehouse facility boasting excellent specifications and is one of the only two ramp-up warehouses in
Changi International LogisPark (South). It comprises a warehouse and associated mezzanine offices
from its first to fifth storey and one whole level of office space at its sixth storey. It is a highly functional
warehouse facility, well-equipped with 53 covered loading bays with dock-levellers. The sixth floor office
space can be accessed via two exclusive passenger lifts in addition to an exclusive vehicular access
point via a rear lane. C&P Changi Districentre is built with reinforced concrete structure of post-tension
floor slabs and a structural steel roof constructed on a pile foundation. Each floor enjoys high clearance,
minimal column interruption and multiple raised dock loading facilities. The ramp is designed so that
multiple forty-foot container trucks can travel up and down the ramp at the same time.
C&P Changi Districentre is located along Changi South Lane and approximately 15 km from the city
centre. It is situated within the Changi International LogisPark (South) which is one of Singapores most
established logistics clusters. Dedicated to logistics companies that require excellent international
connectivity and strategically located in close proximity to Changi Airport, the 43-hectare hub has
developed as a choice location for internationally-renown logistics specialists. Developments within the
vicinity comprise purpose-built warehouse and factory buildings that are generally engaged in the
air-freight logistics/distribution trade. It is well served by expressways/major roads such as the East
Coast Parkway, Pan Island Expressway, Xilin Avenue and Upper Changi Road and is within close
proximity to Changi Airport. Public transport facilities are readily available along Upper Changi Road
East and there is easy access to other parts of the island via the East Coast Parkway and Pan Island
Expressway. The nearest MRT stations are Expo and Tanah Merah which are both approximately 1 km
away.
C&P Changi Districentres location in Changi International LogisPark (South) complements CLTs
properties in ALPS by providing a dedicated logistics facility in close proximity to Changi Airport just
outside the FTZ. No additional potential supply is expected at Changi LogisPark (South) because all the
land plots have been fully allocated.
The table below sets out a summary of selected information on C&P Changi Districentre.
Occupancy by end-users 100%
Property Type Ramp-up logistics facility
JTC Leasehold Tenure 30 years from 16 August 2005 + 30 years
Issue of CSC/TOP CSC: 11 January 2008
TOP: 29 November 2006
Land Area 145,751 sq ft
Gross Floor Area 364,278 sq ft
Initial Annual Rent S$6.1 million
Valuation by CBRE S$83.4 million
Valuation by Knight Frank S$83.2 million
Average Independent Valuation S$83.3 million
Purchase Price S$82.0 million
Number of end-users 4
89
The Master Lease
C&P Changi Districentre will be leased back to C&P Distribution Pte. Ltd. as the Master Lessee, to be
backed by the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligations
over the term of the Master Lease. The initial lease term is for five years from the completion of the sale
and purchase. Security deposits in the form of cash or bank guarantees totalling S$6.1 million will be
held by CLT upon the Listing Date, representing an average of 12 months of rent.
The initial annual rent will be S$6.1 million with rental escalation to be calculated at 1.5% per annum
over the preceding years rent.
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HI-SPEED LOGISTICS CENTRE
Description
Hi-Speed Logistics Centre, which is located at 40 ALPSAvenue, is a modern, highly functional logistics
facility comprising four levels of warehouse and seven levels of office. The warehouse floors are
vertically accessed via a combination of ramp and cargo lift facilities. The warehouse floors are
designed with floor loading capacity of 20KN/m
2
and floor-to-floor heights of approximately nine metres.
Hi-Speed Logistics Centre is the national head office and air cargo branch for Nippon Express
(Singapore) Pte Ltd, in which activities including warehousing, international freight transportation,
inventory management, trade facilitation, regional transhipment, vendor-managed inventory and
hubbing solution concepts are conducted. Hi-Speed Logistics Centre is strategically located in ALPS,
a 26 hectare FTZ adjacent to Changi Airport, where 3PLs can leverage on Singapore Changi Airports
excellent connectivity and superior handling efficiency for quick turnaround of value-added logistics and
regional distribution activities. As Hi-Speed Logistics Centre is located within the FTZ, logistics players
save on duties, documentation time, custom clearance and transportation. The ALPS is almost fully
occupied by 3PLs providing their customers with fast and efficient value-adding replenishment and
fulfilment activities for the entire region. There is limited potential new competing supply at ALPS with
only one unallocated plot of 2.57 hectares remaining, which represents 9.9% of total land area at ALPS.
The table below sets out a summary of selected information on Hi-Speed Logistics Centre.
Occupancy by end-users 100%
Property Type Ramp-up logistics facility
JTC Leasehold Tenure 30 years from 16 August 2005 + 30 years
Issue of CSC/TOP CSC: 9 October 2006
TOP: Nil
Land Area 162,072 sq ft
Gross Floor Area 308,626 sq ft
Initial Annual Rent S$5.2 million
Valuation by CBRE S$70.7 million
Valuation by Knight Frank S$70.9 million
Average Independent Valuation S$70.8 million
Purchase Price S$69.5 million
Number of end-user 1
The Master Lease
Hi-Speed Logistics Centre will be leased back to C&P Distribution Pte. Ltd. as the Master Lessee, to
be backed by the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligations
over the term of the Master Lease. The initial lease term is for over six years from the completion of the
sale and purchase and expiring on 15 October 2016. Security deposits in the form of cash or bank
guarantees totalling S$5.2 million will be held by CLT upon the Listing Date, representing an average
of 12 months of rent.
The initial annual rent will be S$5.2 million with rental escalation to be calculated at 1.5% per annum
over the preceding years rent.
There will be a rental review at the end of the fifth year commencing from the Listing Date.
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C&P CHANGI DISTRICENTRE 2
Description
C&P Changi Districentre 2, which is located at 3 Changi South Street 3, is a highly functional cargo lift
logistics facility comprising three levels of warehouse and a four-storey ancillary office building. The
warehouse floors are designed with a floor loading capacity of 20KN/m
2
and C&P Changi Districentre
2 features six raised docks with dock-levellers. In addition, more than 60% of the warehouse space is
air-conditioned. C&P Changi Districentre 2 is occupied by Schenker Singapore (Pte) Ltd.
C&P Changi Districentre 2 is located within the Changi International LogisPark (South), which is one
of Singapores most established logistics cluster, located at the eastern part of Singapore. Dedicated
to logistics companies that require excellent international connectivity and strategically located in close
proximity to Changi Airport, the 43-hectare hub has developed as a choice location for internationally-
renowned logistics specialists. All the land parcels are allocated. Developments within the vicinity
comprise purpose-built warehouse and factory buildings that are generally engaged in the air-freight
logistics/distribution trade. It is well served by expressways/major roads such as the East Coast
Parkway, Pan Island Expressway, Xilin Avenue and Upper Changi Road and is within close proximity
to Changi Airport. C&P Changi Districentre 2 is also located near the Expo MRT station.
C&P Changi Districentre 2s location in Changi International LogisPark (South) complements CLTs
properties in ALPS by providing a dedicated logistics facility in close proximity to Changi Airport just
outside the FTZ.
The table below sets out a summary of selected information on C&P Changi Districentre 2.
Occupancy by end-users 79.4%
(1)
Property Type Cargo-lift logistics facility
JTC Leasehold Tenure 30 years from 16 February 1996 + 30 years
Issue of CSC/TOP CSC: 1 June 1998
TOP: 4 July 1997
Land Area 65,762 sq ft
Gross Floor Area 105,945 sq ft
(2)
Initial Annual Rent S$1.5 million
Valuation by CBRE S$19.7 million
Valuation by Knight Frank S$19.8 million
Average Independent Valuation S$19.8 million
Purchase Price S$17.7 million
Number of end-user 1
Note:
(1) The warehouse portion of C&P Changi Districentre 2 is 95.7% occupied. However, there is an ancillary office space that is
unoccupied.
(2) Consists of approximately 87,961 sq ft of warehouse space and approximately 17,984 sq ft of ancillary office space.
The Master Lease
C&P Changi Districentre 2 will be leased back to C&P as the Master Lessee. The initial lease term is
for five years from the completion of the sale and purchase. Security deposits in the form of cash or
bank guarantees totalling S$1.5 million will be held by CLT upon the Listing Date, representing an
average of 12 months of rent.
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The initial annual rent will be S$1.5 million with rental escalation to be calculated at 1.5% per annum
over the preceding years rent.
INSURANCE
The Properties are insured in accordance with industry practice in Singapore. Insurance policies taken
up include insurance against business interruption, public liability (including personal injury) as well as
industrial all risks insurance. There are no significant or unusual excess or deductible amounts required
under these policies. In accordance with the triple net lease arrangement, the insurance of the
Properties is paid for by the Master Lessees. CLT and the Master Lessees are named as co-insured
in the insurance policy.
There are, however, certain types of risks that are not covered by such insurance policies, including
acts of war, environmental damage and breaches of environmental laws and regulations. The Manager
may in the future take up insurance against environmental damage as and when the Manager
considers there is a need to do so.
CAPITAL EXPENDITURE
Any defects and encumbrances identified in the building audits undertaken for each of the Properties
commissioned by CLT have been rectified prior to the Listing Date. As such, the Manager expects that
the capital expenditure during the Forecast Year 2010 will be minimal. (See Profit Forecast and
Projection Assumptions Capital Expenditure for details regarding capital expenditure.)
LEGAL PROCEEDINGS
None of CLT and the Manager is currently involved in any material litigation nor, to the best of the
Managers knowledge, is any material litigation currently contemplated or threatened against CLT or the
Manager.
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THE MANAGER AND CORPORATE GOVERNANCE
THE MANAGER OF CLT
The Manager, ARA-CWT Trust Management (Cache) Limited, was incorporated in Singapore under the
Companies Act, Chapter 50 of Singapore (the Companies Act) on 15 October 2009. It has a paid-up
capital of S$1.0 million, its registered office is 6 Temasek Boulevard, #16-02 Suntec Tower Four,
Singapore 038986, and its telephone and facsimile numbers are +65 6835 9232 and +65 6835 9672
respectively. The Manager is 60.0% owned by ARA and 40.0% owned by the Sponsor.
The Manager was issued a capital markets services licence for REIT management (CMS Licence)
pursuant to the SFA on 31 March 2010.
Management Reporting Structure
Board of Directors
Mr Lim How Teck (Chairman & Non-Executive Director)
Mr Lim Hwee Chiang John (Non-Executive Director)
Mr Liao Chung Lik (Non-Executive Director)
Mr Jimmy Yim Wing Kuen (Non-Executive Director)
Mr Lim Ah Doo (Independent Director)
Ms Stefanie Yuen Thio (Independent Director)
Mr Moses K. Song (Alternate Director to Mr Lim Hwee Chiang John)
Chief Executive Officer
Mr Daniel Cerf
Director & Head of
Investment
Mr Ho Jiann Ching
Director & Head of Asset
Management
Mr Foo Say Chuang
Finance Manager/
Investor Relations
Manager
Ms Serina Lim Lan Hong
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Board of Directors of the Manager
The board of directors of the Manager (the Board) is entrusted with the responsibility for the overall
management of the Manager. The following table sets forth information regarding the directors of the
Manager:
Name Age Address Position
Mr Lim How Teck 59 144 Upper Bukit Timah Road
#21-04 Bukit View
Singapore 588177
Chairman and
Non-Executive Director
Mr Lim Hwee Chiang John 53 11 Goodman Road
Singapore 438976
Non-Executive Director
Mr Liao Chung Lik 51 6 Namly Crescent
Singapore 267523
Non-Executive Director
Mr Jimmy Yim Wing Kuen 50 97 Robertson Quay
#10-06 Rivergate
Singapore 238257
Non-Executive Director
Mr Lim Ah Doo 60 34 Linden Drive
Singapore 288707
Independent Director
Ms Stefanie Yuen Thio 40 69A Coronation Road
House No. 2
Singapore 269467
Independent Director
Mr Moses K. Song 39 139 Cavenagh Road
#03-05 Townhouse
Apartments
Singapore 229627
Alternate Director to
Mr Lim Hwee Chiang John
Each of the directors of the Manager has served as a director of a public-listed company or trust, save
for Mr Moses K. Song, where appropriate arrangements have been made to orientate Mr Moses K.
Song in being a director of a public-listed trust. Accordingly, the directors of the Manager have the
appropriate experience to act as the directors, and are familiar with the rules and responsibilities of a
director, of a public-listed company or trust.
Save as disclosed in this Prospectus, none of the directors of the Manager are related to one another,
any substantial shareholder of the Manager or any Substantial Unitholder (as defined herein).
Mr Lim Hwee Chiang John, a Non-Executive Director of the Manager, is a substantial shareholder of
ARA, which holds 60.0% of the total issued share capital of the Manager and upon completion of the
Offering will hold 1.9% of the Units. Mr Liao Chung Lik, a Non-Executive Director of the Manager, is a
substantial shareholder of Stanley Liao Pte Ltd, which in turn is a substantial shareholder of C&P, which
in turn is a substantial shareholder of the Sponsor which holds 40.0% of the total issued share capital
of the Manager.
Upon completion of the Offering, C&P will directly hold 1.9% of the Units and the Sponsor will hold
12.2% of the Units. (See Ownership of Units for further details).
Experience and Expertise of the Board of Directors
Information on the business and working experience of the directors of the Manager is set out below:
Mr Lim How Teck is the Chairman and a Non-Executive Director of the Manager.
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Mr Lim is also the chairman of Certis CISCO Security Pte. Ltd., deputy chairman of Tuas Power Ltd and
an independent non-executive director of ARA, Eng Kong Holdings Limited, IFS Capital Limited,
Lasseters International Holdings Limited and Mermaid Maritime Public Company Limited, all of which
are listed on the SGX-ST. In addition, Mr Lim is an independent non-executive director of Rickmers
Trust Management Pte. Ltd. (trustee-manager of Rickmers Maritime) and a governor of the Foundation
for Development Cooperation.
Currently, Mr Lim is the chairman of Redwood International Pte. Ltd., an investment and consultancy
company. From 1979 to 2005, Mr Lim was with Neptune Orient Lines Ltd where he held various
positions including executive director, group chief financial officer, group chief operating officer and
group deputy chief executive officer. He also held directorships in various subsidiaries, associated
companies and investment interests of Neptune Orient Lines Ltd. Prior to joining Neptune Orient Lines
Ltd, he was with Plessey Singapore from 1976 to 1979, a multinational trading and manufacturing
company and Coopers & Lybrand, an international accounting firm.
Mr Lim holds a Bachelor of Accountancy degree from the University of Singapore. He also completed
the Corporate Financial Management Course and Advanced Management Programme at the Harvard
Graduate School of Business. In addition, he is a Fellow of the Chartered Institute of Management
Accountants, Certified Public Accountants Australia, the Institute of Certified Public Accountants of
Singapore and the Singapore Institute of Directors as well as an Associate of the Australian Institute of
Business Administration. Mr Lim was awarded the Public Service Medal (PBM) by the Singapore
Government in 1999.
Mr Lim Hwee Chiang John is a Non-Executive Director of the Manager.
Mr Lim is the group chief executive officer and an executive director of ARA. He is also a director of ARA
Asset Management (Fortune) Limited (manager of Fortune REIT), ARA Trust Management (Suntec)
Limited (manager of Suntec REIT), ARA Asset Management (Prosperity) Limited (manager of
Prosperity REIT listed in Hong Kong) and Am ARA REIT Managers Sdn. Bhd. (manager of AmFIRST
REIT listed in Malaysia) and the chairman of APM Property Management Pte. Ltd., Suntec Singapore
International Convention & Exhibition Services Pte. Ltd. and the management council of Management
Corporation Strata Title Plan No. 2179 (Suntec City). In addition, Mr Lim is an independent director and
member of the audit committee of Teckwah Industrial Corporation Limited which is listed on the
SGX-ST. He is also the vice president of the Hong Kong-Singapore Business Association, the senior
vice president of the Asian Public Real Estate Association and a member of the Valuation Review Board
of the Ministry of Finance of Singapore.
Mr Lim has close to 30 years of experience in real estate. Prior to founding ARA, from 1997 to 2002,
he was an executive director of GRA (Singapore) Pte. Ltd., a wholly-owned subsidiary of Prudential
(US) Real Estate Investors. From 1996 to 1997, he founded and was the managing director of The Land
Managers (S) Pte. Ltd., a Singapore-based property and consulting firm specialising in feasibility
studies, marketing and leasing. He was the general manager of the Singapore Labour Foundation
Management Services Pte. Ltd. from 1991 to 1995, and was with DBS Land Limited (now part of
CapitaLand Limited) from 1981 to 1990.
Mr Lim holds an Engineering degree (First Class Honours), a Master of Science degree, as well as a
Diploma in Business Administration, each from the National University of Singapore.
Mr Liao Chung Lik is a Non-Executive Director of the Manager.
Mr Liao is also a director of CWT and a number of private companies.
Mr Liao is currently the deputy group managing director of C&P, in charge of the C&P Groups finance
and assists the C&P Group managing director in overseeing the activities of the C&P Group. Mr Liao
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joined C&P in 1982 and in 1994, he was promoted to deputy managing director of the C&P Group. In
October 2004, Mr Liao assisted the managing director of the C&P Group in the successful acquisition
of CWT.
Mr Liao holds a Bachelor of Business Administration degree from the National University of Singapore.
Mr Jimmy Yim Wing Kuen is a Non-Executive Director of the Manager.
Mr Yim also sits on the boards of Concord Energy Pte Ltd, CWT, Twentieth Century Fox Film (East) Pte
Ltd, Alife Ltd, Low Keng Huat (Singapore) Ltd and Singapore Medical Group Limited.
He is currently the managing director of the Litigation & Dispute Resolution Department of Drew &
Napier LLC, a leading legal practice in Singapore, established since 1889. He was admitted to the
Singapore Bar in 1983 and joined Drew & Napier LLC in 1989. Mr Yim is one of the earliest batches
of Senior Counsel being appointed in January 1998. His practice covers a range of civil and commercial
law, criminal law and international commercial arbitrations.
Mr Yim is a fellow of the Singapore Institute of Arbitrators, a regional arbitrator with the Singapore
International Arbitration Centre and panel member of mediators for FIDRC of the Association of Banks
in Singapore. He is recommended by name in the various professional journals and ranking agencies
in the area of dispute resolution.
Mr Lim Ah Doo is an Independent Director of the Manager and the Chairman of the Audit Committee.
Mr Lim is an independent director and chairman of the audit committees of Sembcorp Marine Ltd and
GP Industries Limited (both of which are listed on the SGX-ST), an independent director of SM
Investments Corporation (a company listed on The Philippine Stock Exchange), and a director of EDB
Investments Pte Ltd.
Mr Lim brings with him vast experience and wide knowledge as a former senior banker and corporate
executive. He held several key positions in Morgan Grenfell during his 18-year banking career with
Morgan Grenfell (Asia) Limited from 1977 to 1995. The positions he held included executive, assistant
manager, manager, associate director and director. Mr Lim became the managing director of Morgan
Grenfell (Asia) Limited in 1989 and subsequently the Chairman and Managing Director in 1993, a
position which he held until he left Morgan Grenfell (Asia) Limited in 1995. From 2003 to 2008, he was
the president and subsequently non-executive vice chairman of RGE Pte. Ltd. (formerly known as RGM
International Pte. Ltd.), a leading global resource-based group. Mr Lim was formerly an independent
commissioner and chairman of the audit committee of PT Indosat Tbk, a leading listed Indonesian
telecommunications group. He also represented RGE Pte. Ltd. as a council member of the
Singapore-Shandong Business Council and Singapore-Jiangsu Co-operation Council, and served as
chairman of EDBV Management Pte. Ltd. from 2005 to 2006 and the Singapore Investment Banking
Association from 1994 to 1995 (as representative of Morgan Grenfell (Asia) Limited).
Mr Lim holds a honours degree in engineering from the Queen Mary College, University of London and
a Master in Business Administration degree from the Cranfield Institute of Technology.
Ms Stefanie Yuen Thio is an Independent Director of the Manager.
Ms Thio is the joint managing director of TSMP Law Corporation and is the head of its corporate
practice. She was admitted to the Singapore Bar in 1994 and her areas of expertise include mergers
and acquisitions, equity capital markets, corporate transactions and regulatory advice. Her clients
include logistics companies, REITs and REIT managers.
Prior to joining TSMP Law Corporation in 1998 when it was established, she practised law at Khattar
Wong & Partners from 1994 to 1996, and thereafter at Yeo Wee Kiong & Partners from 1996 to 1998.
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Ms Thio graduated from the National University of Singapore with an LLB (Hons) degree in 1993.
Mr Moses K. Song is an Alternate Director to Mr Lim Hwee Chiang John.
Mr Song has extensive experience in Asian real estate both in a principal investing and legal advisory
capacity. He is currently the director, corporate business development of ARA, responsible for leading
the business development efforts of the ARA Group.
Prior to joining ARA in 2009, Mr Song was a principal and served as the chief operating officer of
Lubert-Adler Asia Advisors Pte. Ltd., the Asia investment platform of U.S.-based real estate private
equity firm Lubert-Adler Partners, L.P., in 2008, where he was responsible for North Asia investment
opportunities. Prior to that, he was with Marathon Asset Management (Singapore) Pte. Ltd., as a
managing director, responsible for real estate finance and investments in Asia in 2007. He was based
in Hong Kong from 2004 to 2007 with Merrill Lynch (Asia Pacific) Limited as a director in the global
commercial real estate group and Morgan Stanley Asia Limited as a vice president in the investment
banking division.
Mr Song began his career as a corporate and real estate finance attorney in the United States. He
relocated to Asia in 2000 as a seconded attorney to Morgan Stanley International Real Estate Funds
in Tokyo, Japan and was appointed general counsel of Morgan Stanleys real estate asset management
platform in Korea from 2001 to 2004.
Mr Song holds a Juris Doctorate from Vanderbilt University School of Law and a Bachelor of Science
in economics degree from Centre College.
List of Present and Past Principal Directorships of Directors
A list of the present and past directorships of each director of the Manager over the last five years
preceding the Latest Practicable Date is set out in Appendix H, List of Present and Past Principal
Directorships of Directors and Executive Officers.
Role of the Board of Directors
The key roles of the Board are to:
guide the corporate strategy and directions of the Manager;
ensure that senior management discharges business leadership and demonstrates the highest
quality of management skills with integrity and enterprise; and
oversee the proper conduct of the Manager.
The Board comprises six directors. The Audit Committee of the Board comprises Mr Lim How Teck, Mr
Lim Ah Doo and Ms Stefanie Yuen Thio. Mr Lim Ah Doo will assume the position of Chairman of the
Audit Committee.
The Board meets to review the key activities and business strategies of the Manager. The Board
intends to meet regularly, at least once every three months, to deliberate the strategic policies of CLT,
including acquisitions and disposals, funding strategy and hedging activities, approval of the annual
budget and review of the performance of CLT.
Each director of the Manager has been appointed on the basis of his professional experience and his
ability to contribute to the proper guidance of CLT. The directors of the Manager will contribute in
different ways, including offering their personal networks to further the interest of CLT.
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The Board will have in place a set of internal controls which set out certain approval limits to facilitate
operational efficiency as well as arrangements in relation to cheque signatories. In addition, sub-limits
are also delegated to various management levels to facilitate operational efficiency.
Changes to regulations and accounting standards are monitored closely by the members of the Boards
Audit Committee. To keep pace with regulatory changes, where these changes have an important
bearing on the Managers or its directors disclosure obligations, the directors of the Manager will be
briefed either during Board meetings or at specially convened sessions involving relevant
professionals.
Management also provides the Board with complete and adequate information in a timely manner
through regular updates on financial results, market trends and business developments.
At least one-third of the directors of the Manager are non-executive and independent of the
management. This enables the management to benefit from their external, diverse and objective
perspective on issues that are brought before the Board. It would also enable the Board to interact and
work with the management through a robust exchange of ideas and views to help shape the strategic
process. This, together with a clear separation of the roles of the Chairman and the Chief Executive
Officer, provides a healthy professional relationship between the Board and the management, with
clarity of roles and robust oversight as they deliberate on the business activities of the Manager.
The positions of Chairman of the Board and Chief Executive Officer are separately held by two persons
in order to maintain an effective check and balance. The Chairman of the Board is Mr Lim How Teck,
while the Chief Executive Officer is Mr Daniel Cerf.
There is a clear separation of the roles and responsibilities between the Chairman and the Chief
Executive Officer of the Manager. The Chairman is responsible for the overall management of the
Board as well as ensuring that the members of the Board and the management work together with
integrity and competency, and that the Board engages the management in constructive debate on
strategy, business operations, enterprise risk and other plans. The Chief Executive Officer has full
executive responsibilities over the business directions and operational decisions in the day-to-day
management of the Manager.
The Board has separate and independent access to senior management and the company secretary
at all times. The company secretary attends to corporate secretarial administration matters and attends
all Board meetings. The Board also has access to independent professional advice where appropriate
and whenever requested.
Executive Officers of the Manager
The executive officers of the Manager are entrusted with the responsibility for the daily operations of
the Manager. The following table sets forth information regarding the executive officers of the Manager:
Name Address Position
Mr Daniel Cerf 10 Gopeng Street
#07-07 The Icon
Singapore 078878
Chief Executive Officer
Mr Ho Jiann Ching 61 Bright Hill Drive
#11-05 Bishan Point
Singapore 579653
Director & Head of Investment
Mr Foo Say Chuang 43 Jalan Chempedak
Singapore 578425
Director & Head of Asset
Management
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Name Address Position
Ms Serina Lim Lan Hong Blk 851 Hougang Central
#16-01
Singapore 530851
Finance Manager and Investor
Relations Manager
Expertise and experience of Executive Officers
Information on the working experience of the executive officers of the Manager is set out below:
Mr Daniel Cerf is the Chief Executive Officer of the Manager.
Mr Cerf has more than 20 years of experience in real estate in Asia, working on investment and
development ventures in Hong Kong, Philippines, Singapore, Indonesia, Thailand, Vietnam and
Malaysia.
Before joining the Manager, Mr Cerf joined Keppel Land Limited in March 2006 and in July 2006
became the deputy chief executive officer of K-REITAsia Management Limited, the manager of K-REIT
Asia a Keppel Land Limited sponsored REIT listed on the SGX-ST. During Mr Cerfs tenure from
2006 to 2009, the total assets under management of K-REIT Asia grew from S$637 million at listing to
over S$2.1 billion. Mr Cerfs duties covered all day-to-day operations of K-REIT Asia Management
Limited, including sourcing and managing a team of investment, asset and finance managers in
meeting the strategic, investment and operational objectives of K-REIT Asia. As deputy chief executive
officer, Mr Cerf assisted in delivering positive performance and distribution results in every quarter
throughout his tenure with the company.
He has also held key director and management positions with First Pacific Land the former real
estate investment and development arm of the First Pacific Company in Hong Kong, Singapore and
Malaysia. He joined First Pacific Land Hong Kong in June 1989 as a senior development manager and
was responsible for the groups developments in Hong Kong, Malaysia, The Philippines and Vietnam.
In January 1991, he was appointed director and general manager of FP Land Singapore and oversaw
the groups investment interests in Singapore. In a dual role, he was also director and general manager
of First Pacific Land Malaysia which was involved in both investments and development. While at First
Pacific Land, Mr Cerf was a development/project manager for Rufino Tower in Manila, Pacific Plaza in
Manila, Menara Bukit Ceylon, Kuala Lumpur, Saigon Centre (Masterplan), Ho Chi Minh City and
Aigburth Hall redevelopment, Hong Kong.
In mid-1993, Mr Cerf, together with a group of investors, carried out a successful management buyout
of First Pacific Lands real estate interests in Malaysia. The company was re-named Supreme Value
Properties (M) Sdn Bhd, where he was a director and general manager from 1993 to 1998 and
managing director from 1999 to 2005 and was involved in managing the day-to-day operations of the
business including fund raising and investor relations. He continued to run Supreme Value Properties
(M) Sdn Bhd and provided real estate investment and development management consulting services
to regional and multi-national organizations through 2005. While at Supreme Value Properties (M) Sdn
Bhd, Mr Cerf was the development/project manager for 191 Jalan Ampang, Kuala Lumpur, Man Yau
Holdings HQ, Penang, KUB HQ & mixed-use development, Kuala Lumpur and Ericsson HQ,
Cyberjaya, Malaysia.
Mr Cerf is a licensed architect in the United States and holds a Bachelor of Architecture degree (Deans
List) from the University of Oklahoma, USA.
Mr Ho Jiann Ching is the Director & Head of Investment of the Manager.
Mr Ho has more than 16 years of experience in real estate investment, development, asset
management and marketing in the regional property markets.
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Before joining ARA in July 2009, Mr Ho spent more than eight years as the director of business
development in Ayala International Holdings Limited from May 2001 to June 2009 (which is the regional
real estate arm of Ayala Corporation, a company listed in The Philippines, with investments across the
regions capital cities in residential, retail, and office sectors and which is involved in investment,
development trading, and fund management) and concurrently as the head of transaction review for the
Ayala sponsored ARCH Asian Partners Fund. In his previous roles in Ayala International, he was
responsible for the sourcing of business opportunities in Singapore, Thailand, Vietnam, Malaysia,
Indonesia, Hong Kong, China, Japan and Australia markets, and undertakes investment analysis,
conducts due diligence and prepares investment proposals for investment decision. While at Ayala
International, Mr Ho was involved in the execution of investment and asset management of the Tokyo
Residential Property Fund in 2001/2004, the refurbishment, leasing and the sale of a conservation
office property in Melbourne, Australia in 2002/2003, the development and sale of a luxury residential
block in Hong Kong in 2003/2004 and partnership with a prominent local real estate developer for four
condominium development projects in Bangkok.
Mr Ho joined Sembawang Properties from February 1996 to April 2001 the property arm of the
Singapore Government-linked conglomerate SembCorp Industries in 1996 as Project/Investment
Manager and managed a team of investment analyst and marketing research executives to compile
and maintain a research/market database, initiate concepts and blueprints for development plans, and
review optimal capital structure and income growth objectives.
Mr Ho has been involved in a number of development projects, which includes The Paterson Edge, The
Edge on Cairnhill, 30 Hill Street, Grosvenor Place (in Hong Kong), Amanta Ratchada/Amanta
Lumpini/Parkland Srinakarin/Parkland Thapra-Taksin (in Bangkok) and residential projects in China
during his tenure in Sembawang Properties and Ayala International Holdings Limited.
Mr Ho began his career in 1993 as a senior marketing officer with JTC, a statutory board that controls
the development and marketing of major industrial estates in Singapore. His key responsibilities
included pricing evaluation of strategic projects brought in by Economic Development Board of
Singapore and land-use planning based on specific industry needs. Mr Ho was at JTC from July 1993
to January 1996.
Mr Ho holds a Bachelor of Science (Honours) degree in Estate Management from the National
University of Singapore.
Mr Foo Say Chuang is the Director & Head of Asset Management of the Manager.
Mr Foo has more than 25 years of logistics experience in local and multinational corporations. He was
appointed the managing director for CWT in July 2007 and was in charge of infrastructure & business
development where he was responsible for the development and expansion of the Groups logistics
business in Singapore and the regional market, including Russia, India, Malaysia and Thailand. Prior
to that Mr Foo worked for several years with CWT from December 2002 to June 2007 as general
manager where under his helm he helped the group significantly expand its logistics business.
Mr Foo also worked with Trans-Link in Singapore from April 1999 to December 2002 where he also
developed new 3PL business for the company. He also held the position with Royal Ahold Asia Pacific
a global supermarket retail chain as regional director in charge of logistics and distribution from
October 1996 to March 1999.
Mr Foo holds a Bachelor of Business in Transport degree from the Royal Melbourne Institute of
Technology, a Diploma in Shipping Management (Maritime Studies) from Singapore Polytechnic and a
Diploma in Sales & Marketing from the Marketing Institute of Singapore.
Ms Serina Lim Lan Hong is the Finance Manager of the Manager and is also the Investor Relations
Manager of the Manager. As the Investor Relations Manager, Ms Lim will be acting under the
supervision of Mr Daniel Cerf, the Chief Executive Officer of the Manager.
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Ms Lim has more than 18 years of experience in audit, accounting and finance-related work including
group accounting and reporting, fund management and accounting, tax and management of treasury
operations.
Prior to joining the Manager, she was an assistant vice president (fund finance) with RREEF Alternative
Investments (Asia Pacific), the global alternative investment management business of Deutsche Banks
Asset Management division from January 2009 to May 2009 where she was responsible for the
accounting function for a few entities within the group.
From August 2007 to January 2009, Ms Lim was a senior finance manager of CapitaLand Financial
Limited, the real estate financial services arm of CapitaLand Limited. She was the finance manager
responsible for the full accounting and administrative functions of a few real estate private equity funds
with investments in China and Japan. In addition, she was also responsible for the financial and
management accounting function for CapitaLand Financial Limiteds group of companies. Prior to that,
she was the assistant director (Financial Accounting) of SBS Transit Ltd from March 2006 to July 2007
where she oversaw a team involved in the day-to-day operation of the finance department and the
quarterly and yearly SGX-ST announcement. Ms Lim joined City Developments Limited as a senior
accountant in September 1995 and last held the position of senior group accounts manager when she
left the company in October 2005. Her role included leading a team responsible for the accounting and
consolidation of results for the group of companies, budgeting and forecasting as well as the quarterly
and yearly SGX-ST announcement. Prior to that, she was with Genelabs Diagnostics Pte Ltd (now
known as MP Biomedicals (Singapore) Pte. Ltd.) from September 1994 to September 1995 and with
Yokogawa Asia Pte. Ltd. from January 1994 to August 1994.
Ms Lim began her career as an auditor with KPMG, Singapore and was at KPMG, Singapore from June
1991 to December 1993.
Ms Lim holds a Bachelor of Accountancy degree from the National University of Singapore and is a
Certified Public Accountant with the Institute of Certified Public Accountants of Singapore.
The Audit Committee is of the opinion that Ms Lim is suitable as the Finance Manager on the basis of
her qualifications and relevant past experience.
List of Present and Past Principal Directorships of Executive Officers
A list of the present and past directorships of each executive officer of the Manager over the last five
years preceding the Latest Practicable Date is set out in Appendix H, List of Present and Past Principal
Directorships of Directors and Executive Officers.
Roles of the Executive Officers of the Manager
The Chief Executive Officer of the Manager will work with the Board to determine the strategy for CLT.
The Chief Executive Officer will also work with the other members of the Managers management team
to ensure that CLT operates in accordance with the Managers stated investment strategy. Additionally,
the Chief Executive Officer will be responsible for planning the future strategic development of CLT. He
is also responsible for strategic planning, the overall day-to-day management and operations of CLT
and working with the Managers investment, asset management, financial and legal and compliance
personnel in meeting the strategic, investment and operational objectives of CLT.
The Director & Head of Investment is in charge of the investment team, which is responsible for
identifying, researching and evaluating potential acquisitions and related investments with a view to
enhancing CLTs portfolio, or divestments where a property is no longer strategic, fails to enhance the
value of CLTs portfolio or fails to be yield accretive. In order to support these various initiatives, the
team develops financial models to test the financial impact of different courses of action. These findings
will be research-driven to help develop and implement the proposed initiatives.
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The Director & Head of Asset Management is in charge of the asset management team, which is
responsible for formulating the business plans in relation to CLTs properties with short, medium and
long-term objectives, and with a view to maximising the rental income of CLT. He will ensure that the
asset managers work closely with the Property Manager to implement CLTs strategies to maximise the
income generation potential and minimise the expense base of the properties without compromising
their marketability. The asset management team led by the Director & Head of Asset Management
focuses on the operations of CLTs properties, the implementation of the short to medium-term
objectives of CLTs portfolio and supervise the Property Manager in the implementation of CLTs
property-related strategies including analysing and recommending asset enhancement initiatives.
The Finance Manager of the Manager will work with the Chief Executive Officer and the other
members of the Managers management team to formulate strategic plans for CLT in accordance with
the Managers stated investment strategy. She will be responsible for applying the appropriate capital
management strategy, including tax and treasury matters, as well as finance and accounting matters,
overseeing implementation of CLTs short and medium-term business plans, fund management
activities and financial condition.
The Investor Relations Manager of the Manager is responsible for facilitating communications and
liaison with Unitholders. Her responsibility also includes regular statutory reporting, such as producing
annual reports to Unitholders, and reporting to the SGX-ST in compliance with the Listing Manual. The
principal objective of the Investor Relations Manager is to provide exceptional service to Unitholders by
maintaining continuous disclosure and transparent communications with Unitholders and the market.
She will work closely with the rest of the members of the team in facilitating and co-ordinating the
formulation of strategic plans focused primarily on the creation of value for Unitholders, and in
promoting and marketing CLT to Unitholders, prospective investors and the media through regular
communications, roadshows, events and the website.
Roles and Responsibilities of the Manager
The Manager has general powers of management over the assets of CLT. The Managers main
responsibility is to manage CLTs assets and liabilities for the benefit of Unitholders.
The Manager will set the strategic direction of CLT and give recommendations to the Trustee on the
acquisition, divestment and/or enhancement of assets of CLT in accordance with its stated investment
strategy.
The Manager has covenanted in the Trust Deed to use its best endeavours to:
carry on and conduct its business in a proper and efficient manner;
ensure that CLTs operations are carried on and conducted in a proper and efficient manner; and
conduct all transactions with or for CLT at arms length and on normal commercial terms.
The Manager will prepare property plans on a regular basis, which may contain proposals and forecasts
on net income, capital expenditure, sales and valuations, explanations of major variances to previous
forecasts, written commentary on key issues and any relevant assumptions. The purpose of these
plans is to explain the performance of CLTs properties.
The Manager will also be responsible for ensuring compliance with the applicable provisions of the SFA
and all other relevant legislation, the Listing Manual, the CIS Code (including the Property Funds
Appendix), the Singapore Code on Take-overs and Mergers, the Trust Deed, the CMS Licence and any
tax ruling and all relevant contracts. The Manager will be responsible for all regular communications
with Unitholders.
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The Manager may require the Trustee to borrow (upon such terms and conditions as the Manager
deems fit, including the charging or mortgaging of all or any part of the Deposited Property) whenever
the Manager considers, among others, that such borrowings are necessary or desirable in order to
enable CLT to meet any liabilities or to finance the acquisition of any property. However, the Manager
must not direct the Trustee to incur a borrowing if to do so would mean that CLTs total borrowings and
deferred payments exceed the limit stipulated by the MAS based on the value of its Deposited Property
at the time the borrowing is incurred, taking into account deferred payments (including deferred
payments for assets whether to be settled in cash or in Units).
In the absence of fraud, gross negligence, wilful default or breach of the Trust Deed by the Manager,
it shall not incur any liability by reason of any error of law or any matter or thing done or suffered to be
done or omitted to be done by it in good faith under the Trust Deed. In addition, the Manager shall be
entitled, for the purpose of indemnity against any actions, costs, claims, damages, expenses or
demands to which it may be put as Manager, to have recourse to the Deposited Property or any part
thereof save where such action, cost, claim, damage, expense or demand is occasioned by the fraud,
gross negligence, wilful default or breach of the Trust Deed by the Manager.
The Manager may, in managing CLT and in carrying out and performing its duties and obligations under
the Trust Deed, with the written consent of the Trustee, appoint such person to exercise any or all of
its powers and discretions and to perform all or any of its obligations under the Trust Deed, provided
always that the Manager shall be liable for all acts and omissions of such persons as if such acts and
omissions were its own.
Managers Fees
The Manager is entitled under the Trust Deed to the following management fees:
a Base Fee at the rate of 0.5% per annum of the value of the Consolidated Assets; and
a Performance Fee equal to the rate of 1.5% per annum of the Net Property Income of CLT or the
relevant SPVs for each financial year.
The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or a
combination of cash and Units (as it may in its sole discretion determine).
For the Forecast Year 2010 and the Projection Year 2011, the Manager has elected to receive 75.0%
of its Base Fee and 75.0% of its Performance Fee in the form of Units, except that where the issue price
(which is equal to the Market Price) of each Unit is at a discount of at least 20.0% to the NAV per Unit
during such periods, the Manager has committed to receive the fees wholly in cash.
Any increase in the rate or any change in the structure of the Managers management fees must be
approved by an Extraordinary Resolution passed at a Unitholders meeting duly convened and held in
accordance with the provisions of the Trust Deed. For the avoidance of doubt, the Managers change
in its election to receive cash or Units or a combination of cash and Units is not considered as a change
in structure of the Managers management fees.
The Manager is also entitled to:
1.0% of the acquisition price of real estate or real estate-related assets acquired directly or
indirectly, through one or more SPVs, pro rated if applicable to the proportion of CLTs interest. For
the purposes of this acquisition fee, real estate-related assets include all classes and types of
securities relating to real estate; and
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0.5% of the sale price of real estate or real estate-related assets disposed, pro rated if applicable
to the proportion of CLTs interest. For the purposes of this disposal fee, real estate-related assets
include all classes and types of securities relating to real estate.
No acquisition fee is payable for the acquisition of the Properties. In accordance with the Property
Funds Appendix, where the Manager receives a percentage-based fee when CLT acquires real estate
from an interested party, or disposes of real estate to an interested party, the acquisition fee or, as the
case may be, the divestment fee should be in the form of Units issued at prevailing market prices, such
Units not to be sold within one year from the date of issuance.
Any payment to third party agents or brokers in connection with the acquisition or divestment of any real
estate of CLT shall be paid by the Manager to such persons out of the Deposited Property or the assets
of the relevant SPV, and not out of the acquisition fee or the divestment fee received or to be received
by the Manager.
The acquisition fee and divestment fee are payable to the Manager in the form of cash and/or Units (as
the Manager may elect) at the then prevailing market price provided that in respect of any acquisition
and sale or divestment of real estate assets from/to interested parties, such a fee should be in the form
of Units issued by CLT at prevailing market price(s).
Any increase in the maximum permitted level of the Managers acquisition fee or disposal fee must be
approved by an Extraordinary Resolution passed at a Unitholders meeting duly convened and held in
accordance with the provisions of the Trust Deed.
Retirement or removal of the Manager
The Manager shall have the power to retire in favour of a corporation approved by the Trustee to act
as the manager of CLT.
Also, the Manager may be removed by notice given in writing by the Trustee if:
the Manager goes into liquidation (except a voluntary liquidation for the purpose of reconstruction
or amalgamation upon terms previously approved in writing by the Trustee) or a receiver is
appointed over its assets or a judicial manager is appointed in respect of the Manager;
the Manager ceases to carry on business;
the Manager fails or neglects after reasonable notice from the Trustee to carry out or satisfy any
material obligation imposed on the Manager by the Trust Deed;
the Unitholders by an Ordinary Resolution (as defined herein) duly proposed and passed by
Unitholders present and voting at a meeting of Unitholders convened in accordance with the Trust
Deed, with no Unitholder (including the Manager and its Related Parties) being disenfranchised,
vote to remove the Manager;
for good and sufficient reason, the Trustee is of the opinion, and so states in writing, that a change
of the Manager is desirable in the interests of the Unitholders; or
the MAS directs the Trustee to remove the Manager.
Where the Manager is removed on the basis that a change of the Manager is desirable in the interests
of the Unitholders, the Manager has a right under the Trust Deed to refer the matter to arbitration. Any
decision made pursuant to such arbitration proceedings is binding upon the Manager, the Trustee and
all Unitholders.
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THE PROPERTY MANAGER
Cache Property Management Pte. Ltd. has been appointed as property manager of the Properties. The
Property Manager is 60.0% owned by the Sponsor and 40.0% owned by ARA, and was incorporated
in Singapore under the Companies Act on 14 October 2009. Its registered office is located at 6 Temasek
Boulevard #16-02 Suntec Tower Four, Singapore 038986.
The board of directors of the Property Manager is made up of individuals with a broad range of
commercial experience, including expertise in property investment, development and management.
Property Management Reporting Structure
The executive officers of the Property Manager are entrusted with the responsibility for the daily
operations of the Property Manager. The chart below sets out the key executive officers of the Property
Manager.
General Manager
Mr Tan Choon Meng
Property Manager
Mr Jack Chee Kian Lee
Finance Manager
Mr Raymond Chong Wee Chiun
Expertise and experience of Executive Officers of the Property Manager
Mr Tan Choon Meng will be the General Manager of the Property Manager.
Since 2007, Mr Tan has been the deputy general manager at Indeco Engineers (Pte) Ltd, a
wholly-owned subsidiary of the Sponsor, where he is responsible for the operations of the facility
management division. It is intended that Mr Tan will be transferred to the Property Manager and be
appointed the General Manager upon the listing of CLT.
Prior to re-joining Indeco Engineers (Pte) Ltd in 2007, Mr Tan was the corporate general manager at
Agung Sedayu Group (Indonesia) from 2006 to 2007, where he was responsible for the property
management of a shopping mall and shophouses situated in Northern Jakarta, the supervision of
defects and modification of the monitoring and evaluation system installations, and energy audit.
Before this, he was the assistant vice president at Surbana Facilities Management Pte. Ltd. from 2005
to 2006, where he was responsible for property management and operations of the Housing and
Development Board shopping malls and was also actively involved in the business development and
marketing of facilities management services to clients from China, the Middle East countries, Malaysia,
Indonesia and local customers. Prior to that, he was the project director at Master Contract Services
Pte Ltd from 2003 to 2005, where he was responsible for the handicap facilities upgrading project for
11 underground MRT stations.
From 1995 to 2003, Mr Tan was the senior manager and assistant general manager of Indeco
Engineers (Pte) Ltd.
Mr Tan began his career at Indeco Consultants Pte Ltd as a mechanical designer in 1981 and has since
then accumulated more than 20 years of extensive experience in property and facilities management
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in commercial buildings, institutional buildings, hospitals, hotels and army camps/training facilities
including overseas projects in China, Vietnam, Indonesia and the Middle East.
He graduated from the University of Bradford and holds a Bachelor of Science (Honours) in Business
& Management Studies degree.
Mr Jack Chee Kian Lee will be the property manager of the Property Manager.
Since November 2007, Mr Chee has been the head of facility management at the Sponsor, where he
is responsible for leading a team of seven staff in managing 11 large warehouses in CWT. It is intended
that Mr Chee will be transferred to the Property Manager and be appointed Property Manager upon the
listing of CLT.
Mr Chee first joined the Sponsor in July 2003 where he was the manager of estate management until
July 2006. Mr Chee then became the property manager at Cambridge Industrial Property Management
Pte. Ltd. from July 2006 to November 2007 before he rejoined the Sponsor in November 2007. Mr Chee
was one of the pioneer staff in the initial set up of Cambridge Industrial Property Management Pte. Ltd.
and was responsible for setting the direction of property management roles, guiding tenants to adhere
to their relevant lease agreements especially in subletting issues, capital expenditures, compliance to
authorities and rental arrear.
Before joining the Sponsor in July 2003, Mr Chee was the facility manager at Alkaff Mansion Pte Ltd
fromAugust 2002 to July 2003, where he was responsible for the management of all facilities, operation
equipment and security services for a 10,000 sq m dining and banquet venue. Prior to that, he was the
building manager and fire safety manager at CPG Facilities Management Pte Ltd (formerly named as
PWDEMS Pte Ltd) from September 2000 to August 2002, where he was responsible for carrying out
of maintenance audits in the monitoring and evaluation system, building works, landscaping, pest
control, housekeeping and security services.
FromApril 1999 to April 2000, Mr Chee was the building & fire safety manager of Inasia Warehouse Pte
Ltd.
Mr Chee began his career as a production management trainee at Keppel FELS Limited in March 1991
and has since then accumulated more than 10 years of extensive practical experience in building
management and fire safety in industrial, commercial and public buildings.
He graduated from Singapore Polytechnic in 1987 and holds a Diploma in Marine Engineering.
Mr Raymond Chong Wee Chiun will be the Finance Manager of the Property Manager.
Since February 2008, Mr Chong has been the regional finance manager at the Sponsor, where he is
responsible for overseeing a group of subsidiaries, both local and overseas, in finance-related matters
including management reporting, process & system review, implementation, budgeting, restructuring
and setting up overseas operations. He is also involved in special projects such as mergers &
acquisitions and projects evaluation. It is intended that Mr Chong will be transferred to the Property
Manager and be appointed Finance Manager upon the listing of CLT.
Before joining the Sponsor in 2008, Mr Chong was the financial consultant and subsequently the group
accountant of Flight Centre Ltd, New Zealand, a subsidiary of Flight Centre Ltd, Australia, from July
2006 to January 2008. At Flight Centre Ltd, New Zealand, Mr Chong was responsible for providing
financial advice, auditing and keeping full set accounts of 16 retail outlets including management
reporting. He was also responsible for, amongst others, reporting to the financial controller, supervising
the finance team of three assistants, as well as keeping full accounts for Flight Centre Ltd, New
Zealand.
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Prior to this, Mr Chong was the assistant manager (regional accountant) of Stiefel Laboratories Pte Ltd
from January 2004 to February 2006 where he was responsible for reporting to the area finance
director, setting up the share service centre (finance) in Singapore to provide accounting and
management reporting services to other Asia-Pacific countries, overseeing the treasury function of
Stiefel Laboratories Pte Ltds operations in Singapore, as well as supervising a team of two assistants
and liaising with other finance personnel in the region.
From April 2003 to December 2003, Mr Chong was an accountant at the Sponsor and prior to that he
was a corporate accountant at Vita Health Laboratories Pte Ltd from December 2001 to February 2003.
Before joining Vita Health Laboratories Pte Ltd in December 2001, he was a senior audit assistant from
December 1999 to December 2000 and an audit senior from January 2001 to November 2001 at BDO
International.
Mr Chong began his career as an audit assistant at Deloitte Touche Tomatsu International, Sarawak,
Malaysia in December 1996 and has since accumulated more than 10 years of extensive experience
in managing reporting expectations from head office and achieving high-quality management and
financial reports for several other countries, aside from Singapore, such as Australia, Hong Kong,
Thailand, Philippines, Taiwan, Pakistan and India.
He graduated from the University of Otago in 1996 and holds a Bachelor of Commerce in Accounting
degree.
ANNUAL REPORTS
An annual report will be issued by the Manager to Unitholders within the timeframe as set out in the
Listing Manual and the CIS Code, and at least 14 days before the annual general meeting of the
Unitholders, containing, among others, the following key items:
(i) details of all real estate transactions entered into during the financial accounting period;
(ii) details of CLTs real estate assets;
(iii) if applicable, with respect to investments other than real property:
(a) a brief description of the business;
(b) proportion of share capital owned;
(c) cost;
(d) (if relevant) directors of the Manager valuation and in the case of listed investments,
market value;
(e) dividends received during the year (indicating any interim dividends);
(f) dividend cover or underlying earnings;
(g) any extraordinary items; and
(h) net assets attributable to investments;
(iv) cost of each property held by CLT;
(v) annual valuation of each property of CLT;
(vi) analysis of provision for diminution in value of each property of CLT (to the extent possible);
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(vii) annual rental income for each property of CLT;
(viii) occupancy rates for each property of CLT;
(ix) remaining term for each of CLTs leasehold properties;
(x) amount of distributable income held pending distribution;
(xi) details of assets other than real estate;
(xii) details of CLTs exposure to derivatives;
(xiii) details of CLTs investments in other property funds;
(xiv) details of borrowings by the Trustee and other financial accommodation to the Trustee;
(xv) value of the Deposited Property and the NAV of CLT at the beginning and end of the financial
year under review;
(xvi) the prices at which the Units were quoted at the beginning and end of the accounting period, and
the highest and lowest prices at which the Units were traded on the SGX-ST during the financial
accounting period;
(xvii) volume of trade in the Units during the accounting period;
(xviii) the aggregate value of all transactions entered into by the Trustee with an interested party (as
defined in the Property Funds Appendix) or with an interested person (as defined in the Listing
Manual) during the financial year under review;
(xix) total operating expenses of CLT in respect of the accounting period, including expenses paid to
the Manager and interested parties (if any) and the Trustee, and taxation incurred in relation to
CLTs properties;
(xx) historical performance of CLT, including rental income obtained and occupancy rates for each
property in respect of the accounting period and other various periods of time (e.g. one-year,
three-year, five-year or 10-year) and any distributions made;
(xxi) total amount of fees paid to the Trustee;
(xxii) name of the manager of CLT, together with an indication of the terms and duration of its
appointment and the basis of its remuneration;
(xxiii) total amount of fees paid to the Manager and the price(s) of the Units at which they were issued
in part payment thereof;
(xxiv) total amount of fees paid to the Property Manager;
(xxv) an analysis of realised and unrealised surpluses or losses, stating separately profits and losses
as between listed and unlisted investments, if applicable;
(xxvi) any extraordinary items; and
(xxvii) such other items which may be required to be disclosed under the prevailing applicable laws,
regulations and rules.
The first report will cover the period from the Listing Date to 31 December 2010.
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Additionally, CLT will announce its NAV on a quarterly basis. Such announcements will be based on the
latest available valuation of CLTs real estate and real estate-related assets, which will be conducted
at least once a year (as required under the Property Funds Appendix). The first such valuation will be
conducted by 31 October 2010.
CORPORATE GOVERNANCE OF THE MANAGER
The following outlines the main corporate governance practices of the Manager.
Board of Directors of the Manager
The Board is responsible for the overall corporate governance of the Manager including establishing
goals for management and monitoring the achievement of these goals. The Manager is also
responsible for the strategic business direction and risk management of CLT. All Board members
participate in matters relating to corporate governance, business operations and risks, financial
performance, and the nomination and review of the directors of the Manager.
The Board will have in place a framework for the management of the Manager and CLT, including a
system of internal audit and control and a business risk management process. The Board consists of
six members, two of whom are Independent Directors. None of the directors of the Manager has
entered into any service contract directly with CLT.
The composition of the Board is determined using the following principles:
the Chairman of the Board should be a non-executive director of the Manager;
the Board should comprise directors with a broad range of commercial experience including
expertise in funds management, legal matters, audit and accounting and the property industry;
and
at least one third of the Board should comprise Independent Directors.
The composition will be reviewed regularly to ensure that the Board has the appropriate mix of
expertise and experience.
Audit Committee
The Audit Committee is appointed by the Board from among the directors of the Manager and is
composed of three members, a majority of whom (including the Chairman of the Audit Committee) are
required to be Independent Directors. As at the date of this Prospectus, the members of the Audit
Committee are Mr Lim How Teck, Mr LimAh Doo and Ms Stefanie Yuen Thio. Mr LimAh Doo has been
appointed as the Chairman of the Audit Committee. A majority of the members of the Audit Committee
are Independent Directors and all of them are resident in Singapore.
The role of the Audit Committee is to monitor and evaluate the effectiveness of the Managers internal
controls. The Audit Committee also reviews the quality and reliability of information prepared for
inclusion in financial reports, and is responsible for the nomination of external auditors and reviewing
the adequacy of external audits in respect of cost, scope and performance.
The Audit Committees responsibilities also include:
monitoring the procedures established to regulate Related Party Transactions, including ensuring
compliance with the provisions of the Listing Manual relating to interested person transactions
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(as defined therein) and the provisions of the Property Funds Appendix relating to interested
party transactions (as defined therein) (both such types of transactions constituting Related
Party Transactions);
reviewing transactions constituting Related Party Transactions;
deliberating on resolutions relating to conflicts of interest situations involving CLT;
reviewing external audit reports to ensure that where deficiencies in internal controls have been
identified, appropriate and prompt remedial action is taken by the management;
reviewing arrangements by which staff and external parties may, in confidence, raise probable
improprieties in matters of financial reporting or other matters, with the objective that
arrangements are in place for the independent investigation of such matters and for appropriate
follow up action;
reviewing internal audit reports at least twice a year to ascertain that the guidelines and
procedures established to monitor Related Party Transactions have been complied with;
ensuring that the internal audit and accounting function is adequately resourced and has
appropriate standing with CLT;
the appointment, re-appointment or removal of internal auditors (including the review of their fees
and scope of work);
monitoring the procedures in place to ensure compliance with applicable legislation, the Listing
Manual and the Property Funds Appendix;
reviewing the appointment, re-appointment or removal of external auditors;
reviewing the nature and extent of non-audit services performed by external auditors;
reviewing, on an annual basis, the independence and objectivity of the external auditors;
meeting with external and internal auditors, without the presence of the executive officers, at least
on an annual basis;
reviewing the system of internal controls including financial, operational, compliance controls and
risk management processes;
reviewing the financial statements and the internal audit report;
investigating any matters within the Audit Committees terms of reference, whenever it deems
necessary; and
reporting to the Board on material matters, findings and recommendations.
The Board will engage an external firm to conduct the internal audit review (the Internal Audit Firm).
The Audit Committee will review the appointment of the Internal Audit Firm in terms of the fees and
scope of work. The Internal Audit Firm will report directly to the Audit Committee.
Compliance Officer
The Manager has outsourced the role of the compliance officer to the ARA group. The compliance
officer will report to the Chief Executive Officer and the Board and his duties include:
(i) updating employees of the Manager on compliance requirements under the SFA;
(ii) preparing returns to the MAS as required under the SFA;
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(iii) highlighting any deficiencies or making recommendations with respect to the Managers
compliance processes;
(iv) assisting in the application process for the appointment of new directors to the Board; and
(v) assisting in any other matters concerning compliance with the SFA.
Dealings in Units
The Trust Deed requires each director of the Manager to give notice to the Manager of his acquisition
of Units or of changes in the number of Units which he holds or in which he has an interest, within two
Business Days (as defined herein) after such acquisition or the occurrence of the event giving rise to
changes in the number of Units which he holds or in which he has an interest. (See The Formation and
Structure of Cache Logistics Trust Directors Declaration of Unitholdings.)
All dealings in Units by the directors of the Manager will be announced via SGXNET, with the
announcement to be posted on the internet at the SGX-ST website [Link]
The directors and employees of the Manager are encouraged, as a matter of internal policy, to hold the
Units but are prohibited from dealing in the Units:
in the period commencing one month before the public announcement of CLTs annual results,
quarterly results and (where applicable) property valuations, and ending on the date of
announcement of the relevant results or, as the case may be, property valuations; and
at any time while in possession of price sensitive information.
The directors and employees of the Manager are also prohibited from communicating price sensitive
information to any person.
The Manager has also undertaken that it will not deal in the Units in the period commencing one month
before the public announcement of CLTs annual results, quarterly results and (where applicable)
property valuations, and ending on the date of announcement of the relevant results or, as the case
may be, property valuations.
On 19 January 2009, the bill to amend the Securities and Futures Act was passed by the Singapore
Parliament (the Securities and Futures (Amendment) Act). However, certain provisions of the
Securities and Futures (Amendment) Act (including the new Section 137ZC of the SFA relating to
notification of unitholdings) have not come into force as at the date of this Prospectus. When the new
Section 137ZC of the SFA comes into force, the Manager will be required to, inter alia, announce to the
SGX-ST the particulars of any acquisition or disposal of interest in Units by the Manager as soon as
practicable, and in any case no later than the end of the Business Day following the day on which the
Manager became aware of the acquisition or disposal. In addition, when the new Section 137ZC of the
Securities and Futures (Amendment) Act comes into force, all dealings in Units by the Chief Executive
Officer will also need to be announced by the Manager via SGXNET, with the announcement to be
posted on the internet at the SGX-ST website [Link] and in such form and manner as the
Authority may prescribe.
Management of Business Risk
The Board will meet quarterly, or more often if necessary, and will review the financial performance of
the Manager and CLT against a previously approved budget. The Board will also review the business
risks of CLT, examine liability management and will act upon any comments from the auditors of CLT.
The Manager has appointed experienced and well-qualified management personnel to handle the
day-to-day operations of the Manager and CLT. In assessing business risk, the Board will consider the
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economic environment and risks relevant to the property industry. It reviews management reports and
feasibility studies on individual investment projects prior to approving major transactions. The
management meets regularly to review the operations of the Manager and CLT and discuss any
disclosure issues.
Potential Conflicts of Interest
The Manager has also instituted the following procedures to deal with potential conflicts of interest
issues:
The Manager will not manage any other REIT which invests in the same type of properties as CLT.
All key executive officers will be working exclusively for the Manager and will not hold other
executive positions in other firms.
All resolutions in writing of the directors of the Manager in relation to matters concerning CLT must
be approved by a majority of the directors of the Manager, including at least one Independent
Director.
At least one third of the Board shall comprise Independent Directors.
In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct or
indirect, any nominees appointed by the Sponsor and/or its subsidiaries to the Board to represent
their interests will abstain from voting. In such matters, the quorum must comprise a majority of
the Independent Directors and must exclude nominee directors of the Sponsor and/or its
subsidiaries.
In respect of matters in which ARA and/or its subsidiaries have an interest, direct or indirect, any
nominees appointed by ARA and/or its subsidiaries to the Board to represent their interests will
abstain from voting. In such matters, the quorum must comprise a majority of the Independent
Directors and must exclude nominee directors of ARA and/or its subsidiaries.
It is also provided in the Trust Deed that if the Manager is required to decide whether or not to take
any action against any person in relation to any breach of any agreement entered into by the
Trustee with a related party of the Manager, the Manager shall be obliged to consult with a
reputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If the
said law firm is of the opinion that the Trustee has a prima facie case against the party allegedly
in breach under such agreement, the Manager shall be obliged to take appropriate action in
relation to such agreement. The directors of the Manager will have a duty to ensure that the
Manager so complies. Notwithstanding the foregoing, the Manager shall inform the Trustee as
soon as it becomes aware of any breach of any agreement entered into by the Trustee with a
related party of the Manager and the Trustee may take such action as it deems necessary to
protect the rights of Unitholders and/or which is in the interests of Unitholders. Any decision by the
Manager not to take action against a related party of the Manager shall not constitute a waiver of
the Trustees right to take such action as it deems fit against such related party.
RELATED PARTY TRANSACTIONS
The Managers Internal Control System
The Manager has established an internal control system to ensure that all future Related Party
Transactions:
will be undertaken on normal commercial terms; and
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will not be prejudicial to the interests of CLT and the Unitholders.
As a general rule, the Manager must demonstrate to its Audit Committee that such transactions satisfy
the foregoing criteria. This may entail:
obtaining (where practicable) quotations from parties unrelated to the Manager; or
obtaining two or more valuations from independent professional valuers (in compliance with the
Property Funds Appendix).
The Manager will maintain a register to record all Related Party Transactions which are entered into by
CLT and the bases, including any quotations from unrelated parties and independent valuations on
which they are entered into.
The Manager will also incorporate into its internal audit plan a review of all Related Party Transactions
entered into by CLT. The Audit Committee shall review the internal audit reports at least twice a year
to ascertain that the guidelines and procedures established to monitor Related Party Transactions have
been complied with. The Trustee will also have the right to review such audit reports to ascertain that
the Property Funds Appendix has been complied with. The following procedures will be undertaken:
transactions (either individually or as part of a series or if aggregated with other transactions
involving the same related party during the same financial year) equal to or exceeding S$100,000
in value but below 3.0% of the value of CLTs net tangible assets will be subject to review by the
Audit Committee at regular intervals;
transactions (either individually or as part of a series or if aggregated with other transactions
involving the same related party during the same financial year) equal to or exceeding 3.0% but
below 5.0% of the value of CLTs net tangible assets will be subject to the review and prior
approval of the Audit Committee. Such approval shall only be given if the transactions are on
normal commercial terms and not prejudicial to the interests of CLT and its Unitholders and are
consistent with similar types of transactions made by the Trustee with third parties which are
unrelated to the Manager; and
transactions (either individually or as part of a series or if aggregated with other transactions
involving the same related party during the same financial year) equal to or exceeding 5.0% of the
value of CLTs net tangible assets will be reviewed and approved prior to such transactions being
entered into, on the basis described in the preceding paragraph, by the Audit Committee which
may, as it deems fit, request advice on the transaction from independent sources or advisers,
including the obtaining of valuations from independent professional valuers. Furthermore, under
the Listing Manual and the Property Funds Appendix, such transactions would have to be
approved by the Unitholders at a meeting of Unitholders duly convened and held in accordance
with the provisions of the Trust Deed.
Where matters concerning CLT relate to transactions entered into or to be entered into by the Trustee
with a related party of the Manager (which would include relevant Associates (as defined herein)
thereof) or CLT, the Trustee is required to consider the terms of such transactions to satisfy itself that
such transactions are conducted:
on normal commercial terms;
are not prejudicial to the interests of CLT and the Unitholders; and
are in accordance with all applicable requirements of the Property Funds Appendix and/or the
Listing Manual relating to the transaction in question.
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The Trustee has the discretion under the Trust Deed to decide whether or not to enter into a transaction
involving a related party of the Manager or CLT. If the Trustee is to sign any contract with a related party
of the Manager or CLT, the Trustee will review the contract to ensure that it complies with the
requirements relating to interested party transactions in the Property Funds Appendix (as may be
amended from time to time) and the provisions of the Listing Manual relating to interested person
transactions (as may be amended from time to time) as well as such other guidelines as may from time
to time be prescribed by the MAS and the SGX-ST to apply to REITs.
Save for the transactions described under Related Party Transactions in Connection with the Setting
Up of CLT and Exempted Agreements, CLT will comply with Rule 905 of the Listing Manual by
announcing any interested person transaction in accordance with the Listing Manual if such
transaction, by itself or when aggregated with other interested person transactions entered into with the
same interested person during the same financial year, is 3.0% or more of CLTs latest audited net
tangible assets.
The aggregate value of all Related Party Transactions which are subject to Rules 905 and 906 of the
Listing Manual in a particular financial year will be disclosed in CLTs annual report for that financial
year.
Role of the Audit Committee for Related Party Transactions
The Audit Committee will periodically review all Related Party Transactions to ensure compliance with
the Managers internal control system, with the relevant provisions of the Listing Manual, and with the
Property Funds Appendix. The review will include the examination of the nature of the transaction and
its supporting documents or such other data deemed necessary by the Audit Committee.
If a member of the Audit Committee has an interest in a transaction, he is to abstain from participating
in the review and approval process in relation to that transaction.
Related Party Transactions in Connection with the Setting Up of CLT and the Offering
Existing Agreements
The Trustee has entered into a number of transactions with the Manager and certain related parties of
the Manager in connection with the setting up of CLT. These Related Party Transactions are as follows:
The Trustee has entered into the Trust Deed with the Manager. The terms of the Trust Deed are
generally described in The Formation and Structure of Cache Logistics Trust.
The Trustee and the Manager have entered into the Property Management Agreement with the
Property Manager which provides the overall framework for the operation, maintenance,
management and marketing of properties of CLT by the Property Manager from time to time, and
a separate individual property management agreement for the operation, maintenance,
management and marketing of each Property by the Property Manager. These agreements are
more particularly described in Certain Agreements Relating to Cache Logistics Trust and the
Properties Property Management Agreement.
While the Property Manager is a newly incorporated company, it is staffed by employees with
relevant experience and expertise and therefore the Manager considers that the Property
Manager has the necessary expertise and resources to perform the property management, lease
management, project management and marketing services for the Properties.
The Manager believes that the Property Management Agreement and the separate individual
property management agreements are made on normal commercial terms and are not prejudicial
to the interests of CLT and the Unitholders.
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The Trustee has entered into the Master Lease Agreements with the Master Lessees to lease the
Properties. These agreements are more particularly described in Certain Agreements Relating to
Cache Logistics Trust and the Properties Master Lease Agreements.
The Manager believes that the Master Lease Agreements are made on normal commercial terms
and are not prejudicial to the interests of CLT and the Unitholders.
The Trustee and the Manager have entered into the Corporate Guarantees with C&P in
connection with the lease obligations of C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. to
lease the Properties.
The Manager believes that the Corporate Guarantees are made on normal commercial terms and
are not prejudicial to the interests of CLT and the Unitholders.
The Trustee has entered into the sale and purchase agreements relating to the Properties (the
Sale and Purchase Agreements) with the respective Vendors as described in Certain
Agreements relating to Cache Logistics Trust and the Properties Sale and Purchase
Agreements.
The Manager believes that the Sale and Purchase Agreements are made on normal commercial
terms and are not prejudicial to the interests of CLT and the Unitholders.
Save as disclosed in this Prospectus, the Trustee has not entered into any other transactions with (i)
the Manager or any related party of the Manager, (ii) the Property Manager or (iii) the Master Lessees
in connection with the setting up of CLT.
Property Management Agreement
The Property Management Agreement provides that in respect of each Property and in respect of each
subsequently acquired property located in Singapore which are managed by the Property Manager, the
Trustee, the Manager and the Property Manager will enter into a separate property management
agreement (the Local Property Management Agreement) in the form and on the terms set out in a
schedule to the Property Management Agreement, in order to incorporate the specific terms set out in
the Property Management Agreement in their application to each of such properties.
In respect of property and lease management services and project management services to be
provided by the Property Manager for each property located in Singapore under its management, the
Property Manager shall be entitled to receive from the Trustee:
a property management fee of 2.0% per annum of Gross Revenue of each property;
a lease management fee of 1.0% per annum of Gross Revenue of each property; and
a project management fee based on the Project Management Fee Schedule.
Exempted Agreements
The entry into and the fees, charges and rents payable by CLT under the Trust Deed, the
Property Management Agreement, the Local Property Management Agreements and the Master
Lease Agreements (collectively, the Exempted Agreements), each of which constitutes or will,
when entered into, constitute a Related Party Transaction, are deemed to have been specifically
approved by the Unitholders upon subscription for the Units and are therefore not subject to
Rules 905 and 906 of the Listing Manual to the extent that (in relation to the Trust Deed, the
Property Management Agreement, the Local Property Management Agreements and the Master
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Lease Agreements), there is no subsequent change to the rates and/or bases of the fees
charged thereunder which will adversely affect CLT.
Any renewal of the Property Management Agreement, the Local Property Management Agreements
and the Master Lease Agreements will be subject to Rules 905 and 906 of the Listing Manual. For the
avoidance of doubt, any agreements entered into by the Trustee and the Manager with the Property
Manager in connection with the management of properties located outside of Singapore is not
considered as an Exempted Agreement and will be subject to Rules 905 and 906 of the Listing Manual,
and the Manager will comply with its internal control system regarding Related Party Transactions (see
The Manager and Corporate Governance Related Party Transactions The Managers Internal
Control System).
Future Related Party Transactions
As a REIT, CLT is regulated by the Property Funds Appendix and the Listing Manual. The Property
Funds Appendix regulates, among others, transactions entered into by the Trustee with an interested
party relating to CLTs acquisition of assets from or sale of assets to an interested party, CLTs
investment in securities of or issued by an interested party and the engagement of an interested party
as property management agent or marketing agent for CLTs properties.
Depending on the materiality of transactions entered into by CLT for the acquisition of assets from, the
sale of assets to or the investment in securities of or issued by, an interested party, the Property Funds
Appendix may require that an immediate announcement to the SGX-ST be made, and may also require
that the approval of the Unitholders be obtained.
The Listing Manual regulates all interested person transactions, including transactions already
governed by the Property Funds Appendix. Depending on the materiality of the transaction, CLT may
be required to make a public announcement of the transaction (Rule 905 of the Listing Manual), or to
make a public announcement of and to obtain Unitholders prior approval for the transaction (Rule 906
of the Listing Manual). The Trust Deed requires the Trustee and the Manager to comply with the
provisions of the Listing Manual relating to interested person transactions as well as such other
guidelines relating to interested person transactions as may be prescribed by the SGX-ST to apply to
REITs.
The Manager may in the future seek a general annual mandate from the Unitholders pursuant to Rule
920(1) of the Listing Manual for recurrent transactions of a revenue or trading nature or those
necessary for its day-to-day operations, including a general mandate in relation to leases and/or licence
agreements to be entered into with interested persons.
All transactions conducted under such general mandate for the relevant financial year will not be
subject to the requirements under Rules 905 and 906 of the Listing Manual. In seeking such a general
annual mandate, the Trustee will appoint an independent financial adviser (without being required to
consult the Manager) pursuant to Rule 920(1)(b)(v) of the Listing Manual to render an opinion as to
whether the methods or procedures for determining the transaction prices of the transactions
contemplated under the annual general mandate are sufficient to ensure that such transactions will be
carried out on normal commercial terms and will not be prejudicial to the interests of CLT and the
Unitholders.
Both the Property Funds Appendix and the Listing Manual requirements would have to be complied with
in respect to a proposed transaction which is prima facie governed by both sets of rules. Where matters
concerning CLT relate to transactions entered or to be entered into by the Trustee with a related party
(either an interested party under the Property Funds Appendix or an interested person under the
Listing Manual) of the Manager or CLT, the Trustee is required to ensure that such transactions are
conducted in accordance with applicable requirements of the Property Funds Appendix and/or the
Listing Manual relating to the transaction in question.
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The Manager is not prohibited by either the Property Funds Appendix or the Listing Manual from
contracting or entering into any financial, banking or any other type of transaction with HSBC
Institutional Trust Services (Singapore) Limited (when acting other than in its capacity as trustee of
CLT) or from being interested in any such contract or transaction, provided that any such transaction
shall be on normal commercial terms and is not prejudicial to the interests of CLT and the Unitholders.
The Manager shall not be liable to account to the Trustee or to the Unitholders for any profits or benefits
or other commissions made or derived from or in connection with any such transaction. The Trustee
shall not be liable to account to the Manager or to the Unitholders for any profits or benefits or other
commission made or derived from or in connection with any such transaction.
Generally, under the Listing Manual, the Manager, its connected persons (as defined in the Listing
Manual) and any director of the Manager are prohibited from voting their respective own Units at, or
being part of a quorum for, any meeting to approve any matter in which it has a material interest.
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THE SPONSOR AND ARA
THE SPONSOR
Established since 1970, CWT is one of the largest listed logistics operators in Southeast Asia as at the
Latest Practicable Date (by market capitalisation (S$590.3 million as at the Latest Practicable Date)
and revenue (S$623.9 million for the financial year ended 31 December 2009)) and has operations
globally.
CWTs principal businesses comprise integrated logistics solutions, international freight forwarding, as
well as engineering maintenance and facilities management services.
CWT is a market leader in many of its principal businesses, achieving significant market-first
accomplishments:
Within the international freight forwarding/Non-Vessel Operating Common Carrier market, CWT
believes that it is a market leader in Asia and among the top five globally, based on connectivity
1
.
It has 75 offices across 14 countries and has direct calling to 120 ports and 1200 destinations.
Within chemicals logistics, CWT believes that it is one of the leading logistics operators in
Southeast Asia by business volume and scope handled. In 2008, CWT Logistics, a subsidiary of
CWT, also became one of the first companies to be awarded the International Organisation for
Standardisation 28000 certification by TUV Rheinland, a certification which is focused primarily on
the distribution, storage and disposal services of hazardous chemicals.
Within commodity logistics, CWT believes that it is also one of the leading logistics operators in
Asia and among the top five globally by volume handled. In addition, CWT is a leading collateral
manager in Asia and one of the 26 players globally to provide licensed storage facilities for LME
warranted cargo. CWTs licensed LME warehouses are located in Singapore, Malaysia, Korea,
United Arab Emirates, The Netherlands, Germany, Belgium and USA.
Within marine engineering logistics, CWT believes that it is one of the largest marine engineering
logistics operators in Singapore based on business volume and scope handled, providing
one-stop metal surface preparation services to major shipyards including Keppel FELS, Labroy
Shipbuilding and Jaya Holdings.
Within container yards and depots, CWT has the largest container yard capacity in Singapore with
four container depots and operates the only recognised International Organisation for
Standardisation tank container depot in Asia.
CWT provides an entire spectrum of supply chain logistics services for some of the worlds leading
brands in the chemical, commodities, automotive, marine, oil & gas and industrial sectors. Some of its
key customers include major chemical players such as Shell, BASF and International Specialty
Products, as well as major shipping lines such as American President Lines, Pacific International Lines
and Regional Container Lines.
An important part of the success of CWTs logistics strategy is to focus on providing complementary
logistics services to global logistics service providers such as DHL, Fedex, Schenker and Nippon
Express. CWT therefore serves as an enabler for these companies global logistics businesses, and
has developed strong relationships with them as a result.
1 Connectivity is determined by how extensive the network is and the frequency of calls.
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In addition, CWTs engineering business clients are predominantly from the government sector,
including the Singapore Ministry of Defence, the Singapore Ministry of Education, A*Star and the
Singapore Land Transport Authority.
ARA
ARA is an Asian real estate fund management group listed on the SGX-ST with a market capitalisation
of S$663.5 million as at the Latest Practicable Date. Established in July 2002 by ARA Group CEO, Lim
Hwee Chiang John, and Cheung Kong (Holdings) Limited, ARAs assets under management have
grown substantially from S$0.6 billion as at 31 December 2003 to S$13.5 billion as at 31 December
2009 with a Pan-Asian real estate investment and management platform across Asia.
As at the Latest Practicable Date, ARA is one of the largest REIT managers in Asia (excluding Japan)
in terms of real estate assets under management. It has an established track record of managing
publicly-listed REITs in Singapore, Hong Kong and Malaysia with a diversified portfolio spanning the
office, retail and industrial/office sectors. The publicly-listed REITs currently managed by ARA are
Suntec REIT (listed in Singapore), Fortune REIT (listed in Singapore), Prosperity REIT (listed in Hong
Kong) and AmFIRST REIT (listed in Malaysia).
ARA also manages private real estate funds which invest in Singapore, Hong Kong, Malaysia, China
and other emerging economies in Asia and provides real estate management services including
property management services and operations, sales and marketing services for convention,
exhibition, meeting and event facilities.
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THE FORMATION AND STRUCTURE OF CACHE LOGISTICS TRUST
The Trust Deed is a complex document and the following is a summary only and is qualified in its
entirety by, and is subject to, the contents of the Trust Deed. Investors should refer to the Trust Deed
itself to confirm specific information or for a detailed understanding of CLT. The Trust Deed is available
for inspection at the registered office of the Manager at 6 Temasek Boulevard, #16-02 Suntec Tower
Four, Singapore 038986.
THE TRUST DEED
CLT is a REIT constituted by the Trust Deed on 11 February 2010 and is principally regulated by the
SFA and the CIS Code (including the Property Funds Appendix).
The terms and conditions of the Trust Deed shall be binding on each Unitholder (and persons claiming
through such Unitholder) as if such Unitholder had been a party to the Trust Deed and as if the Trust
Deed contains covenants by such Unitholder to observe and be bound by the provisions of the Trust
Deed and an authorisation by each Unitholder to do all such acts and things as the Trust Deed may
require the Manager and/or the Trustee to do.
Operational Structure
CLT is established to invest in real estate and real estate-related assets. The Manager must manage
CLT so that the principal investments of CLT are real estate and real estate-related assets (including
ownership of companies or other legal entities whose primary purpose is to hold or own real estate and
real estate-related assets). CLT is a Singapore-based REIT established principally to invest in
income-producing real estate used for logistics purposes in Asia-Pacific, as well as real estate-related
assets.
CLT aims to generate returns for its Unitholders by owning, buying and actively managing such
properties in line with its investment strategy (including the selling of any property that has reached a
stage that offers only limited scope for growth).
Subject to the restrictions and requirements in the Property Funds Appendix and the Listing Manual, the
Manager is also authorised under the Trust Deed to invest in investments which need not be real estate.
The Manager may use certain financial derivative instruments for hedging purposes or efficient portfolio
management, provided that such financial derivative instruments are not used to gear CLTs overall
investment portfolio or are intended to be borrowings of CLT and the policies regarding such use of
financial derivative instruments have been approved by the Board. However, the Manager presently
does not have any intention to invest in warrants, commodities, futures contracts, unlisted securities
and precious metals.
For further details of the investment objectives and policies of the Manager, see Clause 10 of the Trust
Deed.
The Units and Unitholders
The rights and interests of Unitholders are contained in the Trust Deed. Under the Trust Deed, these
rights and interests are safeguarded by the Trustee.
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Each Unit represents an undivided interest in CLT. A Unitholder has no equitable or proprietary interest
in the underlying assets of CLT. A Unitholder is not entitled to the transfer to him of any asset (or any
part thereof) or of any real estate, any interest in any asset and real estate-related assets (or any part
thereof) of CLT. A Unitholders right is limited to the right to require due administration of CLT in
accordance with the provisions of the Trust Deed, including, without limitation, by suit against the
Trustee or the Manager.
Under the Trust Deed, each Unitholder acknowledges and agrees that it will not commence or pursue
any action against the Trustee or the Manager seeking an order for specific performance or for
injunctive relief in respect of the assets of CLT (or any part thereof), including all its Authorised
Investments (as defined in the Trust Deed), and waives any rights it may otherwise have to such relief.
If the Trustee or the Manager breaches or threatens to breach its duties or obligations to the Unitholder
under the Trust Deed, the Unitholders recourse against the Trustee or the Manager is limited to a right
to recover damages or compensation from the Trustee or the Manager in a court of competent
jurisdiction, and the Unitholder acknowledges and agrees that damages or compensation is an
adequate remedy for such breach or threatened breach.
Unless otherwise expressly provided in the Trust Deed, a Unitholder may not interfere with the rights,
powers, authority or discretion of the Manager or the Trustee, exercise any right in respect of the assets
of CLT or any part thereof or lodge any caveat or other notice affecting the real estate or real
estate-related assets of CLT (or any part thereof), or require that any Authorised Investments forming
part of the assets of CLT be transferred to such Unitholder.
No certificate shall be issued to Unitholders by either the Manager or the Trustee in respect of Units
issued to Unitholders. For so long as CLT is listed, quoted and traded on the SGX-ST and/or any other
Recognised Stock Exchange (as defined herein) and the Units have not been suspended from such
listing, quotation and trading for more than 60 consecutive calendar days or de-listed permanently, the
Manager shall pursuant to the Depository Services Agreement (as defined herein) appoint CDP as the
Unit depository for CLT, and all Units issued will be represented by entries in the register of Unitholders
kept by the Trustee or the agent appointed by the Trustee in the name of, and deposited with, CDP as
the registered holder of such Units.
The Manager or the agent appointed by the Manager shall issue to CDP not more than 10 Business
Days after the issue of Units a confirmation note confirming the date of issue and the number of Units
so issued and, if applicable, also stating that the Units are issued under a moratorium and the expiry
date of such moratorium and for the purposes of the Trust Deed, such confirmation note shall be
deemed to be a certificate evidencing title to the Units issued. There are no restrictions under the Trust
Deed or Singapore law on a persons right to purchase (or subscribe for) Units and to own Units.
The Singapore Code on Take-overs and Mergers applies to REITs. As a result, acquisitions of Units
which may result in a change in effective control of CLT and the aggregate unitholdings of an entity and
its concert parties crossing certain thresholds may be subject to the provisions of the Singapore Code
on Take-overs and Mergers, such as a requirement to make a mandatory offer for Units.
Issue of Units
The following is a summary of the provisions of the Trust Deed relating to the issue of Units.
Subject to the following sub-paragraphs (1), (2) and (3) below and to such laws, rules and regulations
as may be applicable, for so long as CLT is listed, the Manager may issue Units on any Business Day
at an issue price equal to the market price, without the prior approval of the Unitholders. For this
purpose, market price shall mean (i) the volume weighted average price for a Unit for all trades on the
SGX-ST, or such other Recognised Stock Exchange on which CLT is listed, in the ordinary course of
trading on the SGX-ST or, as the case may be, such other Recognised Stock Exchange, for the period
of 10 Business Days (or such other period as may be prescribed by the SGX-ST or relevant
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Recognised Stock Exchange) immediately preceding the relevant Business Day or (ii) if the Manager
believes that the calculation in paragraph (i) above does not provide a fair reflection of the market price
of a Unit, an amount as determined by the Manager and the Trustee (after consultation with a
stockbroker approved by the Trustee), as being the fair market price of a Unit.
(1) The Manager shall comply with the Listing Rules in determining the issue price, including the
issue price for a rights issue on a pro rata basis to all existing Unitholders, the issue price of a Unit
issued other than by way of a rights issue offered on a pro rata basis to all existing Unitholders
and the issue price for any reinvestment or distribution arrangement.
(2) Where Units are issued as full or partial consideration for the acquisition of an Authorised
Investment by CLT in conjunction with an issue of Units to raise cash for the balance of the
consideration for the said Authorised Investment (or part thereof) or to acquire other Authorised
Investments in conjunction with the said Authorised Investment, the Manager shall have the
discretion to determine that the issue price of a Unit so issued as partial consideration shall be the
same as the issue price for the Units issued in conjunction with an issue of Units to raise cash for
the aforesaid purposes.
(3) The scope of the general mandate to be given in a general meeting of the Unitholders is limited
to the issue of an aggregate number of additional Units which must not exceed 50.0% of the total
number of Units in issue, of which the aggregate number of additional Units to be issued other
than on a pro rata basis to the existing Unitholders must not exceed 20.0% of the total number of
Units in issue as at the date of the approval.
Unit Issue Mandate and Issue Price Mandate
By subscribing for the Units under the Offering, investors are (A) deemed to have approved the
issuance of all Units comprised in the Offering, the Consideration Units, the ARA Units and the
Cornerstone Units and (B) deemed to have given the Manager:
(i) the general mandate to issue new Units and/or convertible securities which may be convertible
into Units, provided that the aggregate number of Units (and/or convertible securities which may
be convertible into Units) to be issued:
(a) by way of a renounceable rights issue on pro rata basis to Unitholders shall not exceed
100.0% of the total number of Units in issue immediately after the completion of the Offering;
and
(b) by way of Unit issues other than a renounceable rights issue on pro rata basis to Unitholders
shall not exceed 50.0% of the total number of Units in issue immediately after the completion
of the Offering, of which the aggregate number Units to be issued other than on a pro rata
basis to Unitholders does not exceed 20.0% of the total number of Units in issue immediately
after the completion of the Offering,
provided that the total number of Units which may be issued pursuant to (a) and (b) above shall
not exceed 100% of the total number of Units in issue immediately after the completion of the
Offering, and pursuant to the general mandate, the Manager may issue Units arising from the
conversion of the convertible securities notwithstanding that the general mandate may have
ceased to be in force at the time the Units are to be issued; and
(ii) the authority for a placement of new Units on a non pro rata basis at a discount exceeding 10.0%
(being the limit set out in Rule 811(1) of the Listing Manual) but not more than 20.0% of the
weighted average price for trades done on the SGX-ST for the full market day on which the
underwriting or subscription agreement for a placement of such new Units on a non pro rata basis
is signed,
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unless revoked or varied by Ordinary Resolution of the Unitholders in a general meeting, such authority
shall continue in full force until the conclusion of the first annual general meeting of CLT or the date by
which the first annual general meeting is required by law to be held, whichever is the earlier, save for
the 100.0% renounceable rights issue mandate (as described in paragraph (i)(a) above) and the 20.0%
discount limit (as described in paragraph (ii) above) which will expire on 31 December 2010 unless the
SGX-ST extends such measures.
Suspension of Issue of Units
The Manager or the Trustee may, with the prior written approval of the other and subject to the Listing
Manual, suspend the issue of Units during:
any period when the SGX-ST or any other relevant Recognised Stock Exchange is closed
(otherwise than for public holidays) or during which dealings are restricted or suspended;
the existence of any state of affairs which, in the opinion of the Manager or, as the case may be,
the Trustee, might seriously prejudice the interests of the Unitholders as a whole or the Deposited
Property;
any breakdown in the means of communication normally employed in determining the price of any
assets of CLT or the current price thereof on the SGX-ST or any other relevant Recognised Stock
Exchange, or when for any reason the prices of any assets of CLT cannot be promptly and
accurately ascertained;
any period when remittance of money which will or may be involved in the realisation of any asset
of CLT or in the payment for such asset of CLT cannot, in the opinion of the Manager, be carried
out at normal rates of exchange;
any period where the issuance of Units is suspended pursuant to any order or direction issued by
the MAS;
in relation to any general meeting of Unitholders, the 48-hour period before such general meeting
or any adjournment thereof; or
when the business operations of the Manager or the Trustee in relation to CLT are substantially
interrupted or closed as a result of, or arising from, pestilence, acts of war, terrorism, insurrection,
revolution, civil unrest, riots, strikes or acts of God.
Such suspension shall take effect forthwith upon the declaration in writing thereof by the Manager or
the Trustee (as the case may be) and shall terminate on the day following the first Business Day on
which the condition giving rise to the suspension ceases to exist and no other conditions under which
suspension is authorised (as set out above) exists, upon the declaration in writing thereof by the
Manager or the Trustee (as the case may be).
In the event of any suspension while CLT is listed on the SGX-ST, the Manager shall ensure that
immediate announcement of such suspension is made through the SGX-ST.
Redemption of Units
The Trust Deed provides that any redemption of Units will be carried out in accordance with the
Property Funds Appendix, the rules of the Listing Manual (if applicable) and all other applicable laws
and regulations. With respect to any terms which are necessary to carry out such redemption but are
not prescribed by the Property Funds Appendix, the rules in the Listing Manual and any laws and
regulations, these terms shall be determined by mutual agreement between the Manager and the
Trustee.
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For so long as the Units are listed on the SGX-ST, the Unitholders have no right to request the Manager
to repurchase or redeem their Units while the Units are listed on the SGX-ST and/or any other
Recognised Stock Exchange. It is intended that the Unitholders may only deal in their listed Units
through trading on the SGX-ST.
Rights and Liabilities of Unitholders
The key rights of Unitholders include rights to:
receive income and other distributions attributable to the Units held;
receive audited accounts and annual reports of CLT; and
participate in the termination of CLT by receiving a share of all net cash proceeds derived from the
realisation of the assets of CLT less any liabilities, in accordance with their proportionate interests
in CLT.
No Unitholder has a right to require that any asset of CLT be transferred to him.
Further, Unitholders cannot give any directions to the Trustee or the Manager (whether at a meeting of
Unitholders duly convened and held in accordance with the provisions of the Trust Deed or otherwise)
if it would require the Trustee or the Manager to do or omit doing anything which may result in:
CLT ceasing to comply with applicable laws and regulations; or
the exercise of any discretion expressly conferred on the Trustee or the Manager by the Trust
Deed or the determination of any matter which, under the Trust Deed, requires the agreement of
(i) the Trustee, (ii) the Manager, or (iii) both the Trustee and the Manager.
The Trust Deed contains provisions that are designed to limit the liability of a Unitholder to the amount
paid or payable for any Unit. The provisions ensure that if the issue price of the Units held by a
Unitholder has been fully paid, no such Unitholder, by reason alone of being a Unitholder, will be
personally liable to indemnify the Trustee or any creditor of CLT in the event that the liabilities of CLT
exceed its assets.
Under the Trust Deed, every Unit carries the same voting rights.
Amendments of the Trust Deed
Subject to the third paragraph below, save where an amendment to the Trust Deed has been approved
by an Extraordinary Resolution passed at a meeting of Unitholders duly convened and held in
accordance with the provisions of the Trust Deed, no amendment may be made to the provisions of the
Trust Deed unless the Trustee certifies, in its opinion, that such amendment:
does not materially prejudice the interests of Unitholders and does not operate to release to any
material extent the Trustee or the Manager from any responsibility to the Unitholders;
is necessary in order to comply with applicable fiscal, statutory or official requirements (whether
or not having the force of law); or
is made to correct a manifest error.
No such amendment shall impose upon any Unitholder any obligation to make any further payments
in respect of his Units or to accept any liability in respect thereof.
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Notwithstanding any of the above, the Manager and the Trustee may, with the written approval of the
competent authorities, alter certain provisions in Clause 10 of the Trust Deed relating to the use of
derivatives.
Meeting of Unitholders
Under applicable law and the provisions of the Trust Deed, CLT will not hold any meetings for
Unitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50
Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests a
meeting to be convened. In addition, CLT is required to hold an annual general meeting once in every
calendar year and not more than 15 months after the holding of the last preceding annual general
meeting, but so long as CLT holds its first annual general meeting within 18 months of its constitution,
it need not hold it in the year of its constitution or in the following year.
A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with the
provisions of the Trust Deed:
sanction any modification, alteration or addition to the Trust Deed which shall be agreed by the
Trustee and the Manager as provided in the Trust Deed;
sanction a supplemental deed increasing the maximum permitted limit or any change in the
structure of the Managers management fees, acquisition fee and disposal fee and the Trustees
fee;
remove the auditors;
remove the Trustee;
direct the Trustee to take any action pursuant to Section 295 of the SFA; and
delist CLT after it has been listed.
A meeting of Unitholders may also, by an Ordinary Resolution of Unitholders present and voting at a
meeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (with
the Manager and its related parties being permitted to vote).
Any decision to be made by resolution of Unitholders other than the above shall be made by Ordinary
Resolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the Listing
Manual.
Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions (which
requires at least 21 days notice (not inclusive of the day on which the notice is served or deemed to
be served and of the day for which the notice is given), at least 14 days notice (not inclusive of the day
on which the notice is served or deemed to be served and of the day for which the notice is given) of
every meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each notice
shall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed,
and each such notice may, in general, be given by advertisement in the daily press and in writing to
each stock exchange on which CLT is listed. Any notice of a meeting called to consider special business
shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of
such special business.
The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holding
or representing one-tenth in value of all the Units for the time being in issue.
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Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of the
meeting, or by five or more Unitholders present in person or by proxy, or holding or representing one
tenth in value of all the Units represented at the meeting. Unitholders do not have different voting rights
on account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholder
has one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. The
Trust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holding
Units or exercising the voting rights with respect to their unitholdings.
Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorum
at a meeting convened to consider a matter in respect of which the Manager or any of its Associates
has a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in which
case, no Unitholder shall be disenfranchised.
For so long as the Manager is the manager of CLT, the controlling shareholders (as defined in the
Listing Rules) of the Manager and of any of its Associates are prohibited from voting or being counted
as part of a quorum for any meeting of Unitholders convened to consider a matter in respect of which
the relevant controlling shareholders of the Manager and/or of any of its Associates have a material
interest.
DECLARATION OF UNITHOLDINGS
Duty of Manager to Make Disclosure
On 19 January 2009, the Securities and Futures (Amendment) Act was passed by the Singapore
Parliament. However, certain provisions of the Securities and Futures (Amendment) Act (including the
new Section 137ZC of the SFA relating to notification of unitholdings) have not come into force as at
the date of this Prospectus. When the new Section 137ZC of the SFA comes into force, where the
Manager acquires or disposes of interests in Units or debentures or units of debentures of CLT or the
Manager has been notified in writing by, inter alia, a Substantial Unitholder or director or Chief
Executive Officer of the Manager pursuant to the unitholdings disclosure requirements of the SFA as
set out below, the Manager shall announce such information via the SGXNET and in such form and
manner as the Authority may prescribe as soon as practicable and in any case no later than the end
of the Business Day following the day on which the Manager became aware of the acquisition or
disposal or received the notice.
Substantial Holdings
Under the existing Section 137B of the SFA, Substantial Unitholders are required to notify the Trustee
of their interest(s) in Units within two Business Days after becoming a Substantial Unitholder and within
two Business Days after any subsequent change in the percentage level of such interest(s) (rounded
down to the next whole number) or their ceasing to hold 5.0% or more of the total number of Units.
Under the existing Section 137A of the SFA, Substantial Unitholders must also, within the same time
limit, submit such notifications to the SGX-ST.
On 19 January 2009, the Securities and Futures (Amendment) Act was passed by the Singapore
Parliament. However, certain provisions of the Securities and Futures (Amendment) Act (including the
new and/or amended Sections 135 to 137B and 137U of the SFA relating to notification of unitholdings
by Substantial Unitholders) have not come into force as at the date of this Prospectus. When the new
and/or amended Sections 135 to 137B of the SFA (read with the new Section 137U of the SFA) come
into force, Substantial Unitholders will be required to notify the Manager and the Trustee within two
Business Days after becoming aware of their becoming a Substantial Unitholder, any subsequent
change in the percentage level of their interest(s) in Units (rounded down to the next whole number) or
their ceasing to be a Substantial Unitholder.
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Directors and Chief Executive Officer of the Manager
On 19 January 2009, the Securities and Futures (Amendment) Act was passed by the Singapore
Parliament. However, certain provisions of the Securities and Futures (Amendment) Act (including the
new Section 137Y of the SFA relating to notification of unitholdings by directors and Chief Executive
Officer of the Manager) have not come into force as at the date of this Prospectus. When the new
Section 137Y of the SFA comes into force, directors and chief executive officers of the Manager will be
required to within two Business Days notify the Manager of their acquisition of interest in Units or of
changes to the number of Units which they hold or in which they have an interest.
A director of the Manager is deemed to have an interest in Units in the following circumstances:
Where the director is the beneficial owner of a Unit (whether directly through a direct Securities
Account or indirectly through a depository agent or otherwise).
Where a body corporate is the beneficial owner of a Unit and the director is entitled to exercise
or control the exercise of not less than 20.0% of the votes attached to the voting shares in the
body corporate.
Where the directors (i) spouse or (ii) son, adopted son, stepson, daughter, adopted daughter or
step-daughter below the age of 21 years has any interest in a Unit.
Where the director, his (i) spouse or (ii) son, adopted son, stepson, daughter, adopted daughter
or step-daughter below the age of 21 years:
has entered into a contract to purchase a Unit;
has a right to have a Unit transferred to any of them or to their order, whether the right is
exercisable presently or in the future and whether on the fulfilment of a condition or not;
has the right to acquire a Unit under an option, whether the right is exercisable presently or
in the future and whether on the fulfilment of a condition or not; or
is entitled (otherwise than by reason of any of them having been appointed a proxy or
representative to vote at a meeting of Unitholders) to exercise or control the exercise of a
right attached to a Unit, not being a Unit of which any of them is the holder.
Where the property subject to a trust consists of or includes a Unit and the director knows or has
reasonable grounds for believing that he has an interest under the trust and the property subject
to the trust consists of or includes such Unit.
THE TRUSTEE
The trustee of CLT is HSBC Institutional Trust Services (Singapore) Limited. HSBC Institutional Trust
Services (Singapore) Limited is a company incorporated in Singapore and registered as a trust
company under the Trust Companies Act 2005, Chapter 336 of Singapore. It is approved to act as a
trustee for authorised collective investment schemes under the SFA. As at the date of this Prospectus,
HSBC Institutional Trust Services (Singapore) Limited has a paid-up capital of S$5,150,000. HSBC
Institutional Trust Services (Singapore) Limited has a place of business in Singapore at 21 Collyer
Quay, #14-01 HSBC Building, Singapore 049320.
The Trustee is independent of the Manager.
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Powers, Duties and Obligations of the Trustee
The Trustees powers, duties and obligations are set out in the Trust Deed. The powers and duties of
the Trustee include:
acting as trustee of CLT and, in such capacity, safeguarding the rights and interests of the
Unitholders, for example, by satisfying itself that transactions it enters into for and on behalf of
CLT with a related party of the Manager or CLT are conducted on normal commercial terms, are
not prejudicial to the interests of CLT and the Unitholders, and in accordance with all applicable
requirements under the Property Funds Appendix and/or the Listing Manual relating to the
transaction in question;
holding the assets of CLT on trust for the benefit of the Unitholders in accordance with the Trust
Deed; and
exercising all the powers of a trustee and the powers that are incidental to the ownership of the
assets of CLT.
The Trustee has covenanted in the Trust Deed that it will exercise all due diligence and vigilance in
carrying out its functions and duties, and in safeguarding the rights and interests of Unitholders.
In the exercise of its powers, the Trustee may (on the recommendation of the Manager) and subject to
the provisions of the Trust Deed, acquire or dispose of any real or personal property, borrow and
encumber any asset.
The Trustee may, subject to the provisions of the Trust Deed, appoint and engage:
a person or entity to exercise any of its powers or perform its obligations; and
any real estate agents or managers, including a related party of the Manager, in relation to the
management, development, leasing, purchase or sale of any of real estate assets and real
estate-related assets.
Subject to the Trust Deed and the Property Funds Appendix, the Manager may direct the Trustee to
borrow or raise money or obtain other financial accommodation for the purposes of CLT, both on a
secured and unsecured basis.
The Trustee must carry out its functions and duties and comply with all the obligations imposed on it
and set out in the Trust Deed, the Listing Manual, the SFA, the CIS Code (including the Property Funds
Appendix), the Singapore Code on Take-overs and Mergers, any tax ruling and all other relevant laws.
It must retain CLTs assets, or cause CLTs assets to be retained, in safe custody and cause CLTs
accounts to be audited. It can appoint valuers to value the real estate assets and real estate-related
assets of CLT.
The Trustee is not personally liable to a Unitholder in connection with the office of the Trustee except
in respect of its own fraud, gross negligence, wilful default, breach of the Trust Deed or breach of trust.
Any liability incurred and any indemnity to be given by the Trustee shall be limited to the assets of CLT
over which the Trustee has recourse, provided that the Trustee has acted without fraud, gross
negligence, wilful default or breach of the Trust Deed. The Trust Deed contains certain indemnities in
favour of the Trustee under which it will be indemnified out of the assets of CLT for liability arising in
connection with certain acts or omissions. These indemnities are subject to any applicable laws.
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Retirement and Replacement
The Trustee may retire or be replaced under the following circumstances:
The Trustee shall not be entitled to retire voluntarily except upon the appointment of a new trustee
(such appointment to be made in accordance with the provisions of the Trust Deed).
The Trustee may be removed by notice in writing to the Trustee by the Manager:
if the Trustee goes into liquidation (except a voluntary liquidation for the purpose of
reconstruction or amalgamation upon terms previously approved in writing by the Manager)
or if a receiver is appointed over any of its assets or if a judicial manager is appointed in
respect of the Trustee;
if the Trustee ceases to carry on business;
if the Trustee fails or neglects after reasonable notice from the Manager to carry out or
satisfy any material obligation imposed on the Trustee by the Trust Deed;
if an Extraordinary Resolution is passed at a Unitholders meeting duly convened and held
in accordance with the provisions of the Trust Deed, and of which not less than 21 days
notice has been given to the Trustee and the Manager, shall so decide; or
if the MAS directs that the Trustee be removed.
Trustees Fee
The Trustees fee is currently 0.03% per annum of the value of the Deposited Property, subject to a
minimum of S$15,000 per month (maximum of 0.25% per annum of the value of the Deposited
Property), excluding out-of-pocket expenses and GST.
The actual fee payable to the Trustee will be determined between the Manager and the Trustee from
time to time.
The Trustee will also be paid a one-time inception fee of S$50,000.
Any increase in the maximum permitted amount or any change in the structure of the Trustees fee must
be approved by an Extraordinary Resolution at a Unitholders meeting duly convened and held in
accordance with the provisions of the Trust Deed.
TERMINATION OF CLT
Under the provisions of the Trust Deed, the duration of CLT shall end on:
the date on which CLT is terminated by the Manager in such circumstances as set out under the
provisions of the Trust Deed as described below; or
the date on which CLT is terminated by the Trustee in such circumstances as set out under the
provisions of the Trust Deed as described below.
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The Manager may in its absolute discretion terminate CLT by giving notice in writing to all Unitholders
and the Trustee not less than three months in advance and to the MAS not less than seven days before
the termination in any of the following circumstances:
if any law shall be passed which renders it illegal or in the opinion of the Manager impracticable
or inadvisable to continue CLT;
if the NAV of the Deposited Property shall be less than S$50.0 million after the end of the first
anniversary of the date of the Trust Deed or any time thereafter; and
if at any time CLT becomes unlisted after it has been listed.
Subject to the SFA and any other applicable law or regulation, CLT may be terminated by the Trustee
by notice in writing in any of the following circumstances:
if the Manager shall go into liquidation (except a voluntary liquidation for the purpose of
reconstruction or amalgamation upon terms previously approved in writing by the Trustee) or if a
receiver is appointed over any of its assets or if a judicial manager is appointed in respect of the
Manager or if any encumbrance shall take possession of any of its assets or if it shall cease
business and the Trustee fails to appoint a successor manager in accordance with the provisions
of the Trust Deed;
if any law shall be passed which renders it illegal or in the opinion of the Trustee impracticable or
inadvisable to continue CLT; and
if within the period of three months from the date of the Trustee expressing in writing to the
Manager the desire to retire, the Manager shall have failed to appoint a new trustee in accordance
with the provisions of the Trust Deed.
The decision of the Trustee in any of the events specified above shall be final and binding upon all the
parties concerned but the Trustee shall be under no liability on account of any failure to terminate CLT
pursuant to the paragraph above or otherwise. The Manager shall accept the decision of the Trustee
and relieve the Trustee of any liability to it and hold it harmless from any claims whatsoever on its part
for damages or for any other relief.
Generally, upon the termination of CLT, the Trustee shall, subject to any authorisations or directions
given to it by the Manager or the Unitholders pursuant to the Trust Deed, sell the Deposited Property
and repay any borrowings incurred on behalf of CLT in accordance with the Trust Deed (together with
any interest accrued but remaining unpaid) as well as all other debts and liabilities in respect of CLT
before distributing the balance of the Deposited Property to the Unitholders in accordance with their
proportionate interests in CLT.
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CERTAIN AGREEMENTS RELATING TO CACHE LOGISTICS TRUST
AND THE PROPERTIES
The agreements discussed in this section are complex documents and the following is a summary only.
Investors should refer to the agreements themselves to confirm specific information or for a detailed
understanding of CLT. The agreements are available for inspection at the registered office of the
Manager at 6 Temasek Boulevard, #16-02 Suntec Tower Four, Singapore 038986.
RIGHT OF FIRST REFUSAL
CWT Right of First Refusal
CWT will grant a right of first refusal to the Trustee for so long as:
ARA-CWT Trust Management (Cache) Limited or its related corporation (as defined in the
Companies Act, Chapter 50 of Singapore) remains the manager of CLT; and
CWT and/or any of its related corporations remain a controlling shareholder of the manager of
CLT.
For the purposes of the CWT ROFR:
a controlling shareholder means a person who (i) holds directly or indirectly 15.0% or more of
the nominal amount of all voting shares of the company or (ii) in fact exercises control over the
company;
a CWT Relevant Entity means CWT or any of its subsidiaries (as defined in the Companies
Act), and where such subsidiaries are not wholly-owned by CWT, whether directly or indirectly,
and whose other shareholder(s) is/are third party(ies) (i.e. parties which are not subject to the
CWT ROFR), such subsidiaries will be subject to the CWT ROFR only upon obtaining the consent
of such third parties, and in this respect, CWT shall use best endeavours to obtain such consent;
and
a CWT Relevant Asset refers to an income-producing real estate located in Singapore,
Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,
Japan, Korea, Australia and New Zealand which is used primarily for logistics purposes. Where
such real estate is held by a CWT Relevant Entity through a SPV established solely to own such
real estate, the term CWT Relevant Asset shall refer to the shares or equity interests, as the
case may be, in that SPV.
The CWT ROFR shall cover any proposed offer:
(1) of sale by a third party to a CWT Relevant Entity of any CWT Relevant Asset (CWT Proposed
Acquisition); or
(2) by a CWT Relevant Entity to dispose of any interest in any CWT Relevant Asset which is
wholly-owned by the CWT Relevant Entity (CWT Proposed Disposal). For the avoidance of
doubt, the grant by any CWT Relevant Entity of a lease (including a long term lease) over any
such CWT Relevant Asset (or any part thereof) for a rent or other service income shall not
constitute or be deemed to constitute a CWT Proposed Disposal for the purposes of this
paragraph.
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The CWT ROFR will:
be subject to any prior overriding contractual obligations which the CWT Relevant Entity may have
in relation to the CWT Relevant Assets and/or the third parties that hold these CWT Relevant
Assets;
be subject to, in the case of a CWT Proposed Acquisition, the conditions set out by the third party
in relation to such CWT Proposed Acquisition;
exclude the sale of a CWT Relevant Asset to the CWT Relevant Entity by a third party (as set out
in paragraph (1) above) if it is a condition of the third party vendor that the CWT Relevant Entity
also provides logistics services to the third party vendor and/or its affiliates, provided that CWT
shall have first used its best endeavours to obtain agreement from such third party vendors to sell
the CWT Relevant Asset to CLT and for CLT to hold the property while CWT provide the logistics
services;
exclude the disposal of any interest in the CWT Relevant Assets by a CWT Relevant Entity to a
related corporation of such CWT Relevant Entity pursuant to a reconstruction, amalgamation,
restructuring, merger and/or any analogous event or transfer of shares of the CWT Relevant
Entity between the shareholders as may be provided in any shareholders agreement; and
be subject to the applicable laws, regulations and government policies.
In the event that the Trustee fails or does not wish to exercise the CWT ROFR, the CWT Relevant Entity
will be free to acquire or, as the case may be, dispose of, the CWT Relevant Asset on terms no more
favourable that what was offered to the Trustee. In the case of the latter, however, if the completion of
the disposal of the CWT Relevant Assets by the CWT Relevant Entity does not occur within 12 months
from the date of the written notice of the CWT Proposed Disposal, any proposal to dispose of such CWT
Relevant Asset after the aforesaid 12-month period shall then remain subject to the CWT ROFR.
C&P Right of First Refusal
C&P will grant a right of first refusal to the Trustee for so long as:
ARA-CWT Trust Management (Cache) Limited or its related corporation remains the manager of
CLT;
CWT and/or any of its related corporations remain a controlling shareholder of the manager of
CLT; and
C&P and/or any of its related corporations remain a controlling shareholder of CWT.
For the purposes of the C&P ROFR:
a controlling shareholder means a person who (i) holds directly or indirectly 15.0% or more of
the nominal amount of all voting shares of the company or (ii) in fact exercises control over the
company;
a C&P Relevant Entity means C&P or any of its subsidiaries (as defined in the Companies Act),
and where such subsidiaries are not wholly-owned by C&P, whether directly or indirectly, and
whose other shareholder(s) is/are third party(ies) (i.e. parties which are not subject to the C&P
ROFR), such subsidiaries will be subject to the C&P ROFR only upon obtaining the consent of
such third parties, and in this respect, C&P shall use best endeavours to obtain such consent; and
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a C&P Relevant Asset refers to an income-producing real estate located in Singapore,
Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,
Japan, Korea, Australia and New Zealand which is used primarily for logistics purposes. Where
such real estate is held by a C&P Relevant Entity through a SPV established solely to own such
real estate, the term C&P Relevant Asset shall refer to the shares or equity interests, as the case
may be, in that SPV.
The C&P ROFR shall cover any proposed offer:
(1) of sale by a third party to a C&P Relevant Entity of any C&P Relevant Asset (C&P Proposed
Acquisition); or
(2) by a C&P Relevant Entity to dispose of any interest in any C&P Relevant Asset which is
wholly-owned by the C&P Relevant Entity (C&P Proposed Disposal). For the avoidance of
doubt, the grant by any C&P Relevant Entity of a lease (including a long term lease) over any such
C&P Relevant Asset (or any part thereof) for a rent or other service income shall not constitute or
be deemed to constitute a C&P Proposed Disposal for the purposes of this paragraph.
The C&P ROFR will:
be subject to any prior overriding contractual obligations which the C&P Relevant Entity may have
in relation to the C&P Relevant Assets and/or the third parties that hold these C&P Relevant
Assets;
be subject to, in the case of a C&P Proposed Acquisition, the conditions set out by the third party
in relation to such C&P Proposed Acquisition;
exclude the sale of a C&P Relevant Asset to the C&P Relevant Entity by a third party (as set out
in paragraph (1) above) if it is a condition of the third party vendor that the C&P Relevant Entity
also provides logistics services to the third party vendor and/or its affiliates, provided that C&P
shall have first used its best endeavours to obtain agreement from such third party vendors to sell
the C&P Relevant Asset to CLT and for CLT to hold the property while C&P provide the logistics
services;
exclude the disposal of any interest in the C&P Relevant Assets by a C&P Relevant Entity to a
related corporation of such C&P Relevant Entity pursuant to a reconstruction, amalgamation,
restructuring, merger and/or any analogous event or transfer of shares of the C&P Relevant Entity
between the shareholders as may be provided in any shareholders agreement; and
be subject to the applicable laws, regulations and government policies.
In the event that the Trustee fails or does not wish to exercise the C&P ROFR, the C&P Relevant Entity
will be free to acquire or, as the case may be, dispose of, the C&P Relevant Asset on terms no more
favourable that what was offered to the Trustee. In the case of the latter, however, if the completion of
the disposal of the C&P Relevant Assets by the C&P Relevant Entity does not occur within 12 months
from the date of the written notice of the C&P Proposed Disposal, any proposal to dispose of such C&P
Relevant Asset after the aforesaid 12-month period shall then remain subject to the C&P ROFR.
SALE AND PURCHASE AGREEMENTS
On 11 February 2010, the Trustee entered into Sale and Purchase Agreements with the Vendors for the
sale of the Properties to CLT. The principal terms of the Sale and Purchase Agreements are
summarised below.
The sale of each Property includes the plant and equipment on the Property.
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The Sale and Purchase Agreements are subject to and conditional upon, among other things, the listing
of the Units and commencement of trading of the Units on the SGX-ST. In addition, for CWT Commodity
Hub and CWT Cold Hub, the Sale and Purchase Agreements are also subject to and conditional upon
the approval by the shareholders of CWT for the sale and leaseback of the Properties, which was
obtained on 17 February 2010.
The purchase price for CWT Commodity Hub is S$323.0 million, CWT Cold Hub is S$122.0 million,
Schenker Megahub is S$99.0 million, C&P Changi Districentre is S$82.0 million, Hi-Speed Logistics
Centre is S$69.5 million and C&P Changi Districentre 2 is S$17.7 million. Except for CWT Cold Hub and
C&P Changi Districentre 2, the purchase price shall be paid entirely in cash. For CWT Cold Hub and
C&P Changi Districentre 2, the purchase price is to be paid partly in cash and partly by the allotment
and issue of Consideration Units. In the case of CWT Cold Hub, 77,381,000 Consideration Units are
to be allotted and issued to the Sponsor on completion of the sale and purchase of the Properties and
in the case of C&P Changi Districentre 2, 11,905,000 Consideration Units are to be allotted and issued
to C&P on completion of the sale and purchase of the Properties. The cash portion of the purchase
price payable on completion of the sale and purchase of the Properties in each of the CWT Cold Hub
and C&P Changi Districentre 2 sales will be the balance of the purchase price after deducting the
aggregate value of the Consideration Units.
Certain limited representations and warranties are made by each Vendor such as representations and
warranties relating to compliance with laws, litigation, equipment, title, property matters (such as
structural defects), environmental laws and tax.
CLT is able to claim against the Vendors if there is a breach in the warranty which exceed S$150,000
(together with the aggregate amount of any other or previous claims but excluding the costs and
expenses of enforcement).
The aggregate maximum liability of the Vendor in respect of all and any claims shall in no event exceed
the purchase price of the Property.
No proceedings shall be commenced by or on behalf of CLT in relation to any claim relating to the
representations and warranties later than 18 months after completion.
On the Listing Date, the sale and purchase of all the Properties must be completed concurrently.
State Leases and JTC Leases
CWT Commodity Hub
AState Lease No. 14050 (as supplemented by a Supplemental Deed dated 24 March 2008) was issued
by the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee, in respect of the
Property for a term of 99 years commencing from 1 January 1970.
Principal terms of State Lease No. 14050 include, inter alia, the following:
the land must be used for industrial development;
JTC must surrender free to the government such portion of the land as may be required for roads
and drainage;
JTC must surrender to the government such portion of the land which is not required for the
purpose specified in the State Lease (i.e. for industry development) at rates equivalent to the
compensation payable if such land had been acquired under the Land Acquisition Act; and
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the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the
terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but
without prejudice to any right of action or remedy that the lessor may have.
JTC in turn entered into a building agreement dated 21 November 2006 whereby JTC agreed to grant
to CWT a lease for a term of 29 years commencing from 19 August 2006 (the CWT Commodity Hub
Building Agreement). The CWT Commodity Hub Building Agreement was assigned by CWT to
Singapore Commodity Hub Pte. Ltd. on 2 July 2007.
Principal terms of the CWT Commodity Hub Building Agreement include, inter alia, the following:
provisions for the payment of annual rent by the lessee to JTC in advance by monthly instalments.
The annual rent is subject to revision on the 19th day of August every year to the prevailing market
rent, subject to a maximum increase not exceeding 5.5% of the immediately preceding annual
rent. The market rent is defined as the rent per square metre per annum of the Property excluding
the buildings and other structures erected thereon, as determined by JTC whose decision is final;
provisions requiring the lessee to be responsible for waterfront protection works for the protection
of the bank of the Property fronting the Jurong River and to maintain the allocated waterfront
boundary line (as shown in the CWT Commodity Hub Building Agreement);
restriction on the use of the Property, for the purpose of integrated logistics services including
packing, packaging and blending, sampling, grading, import/export services and the supporting
container storage, repairs and servicing and other value add activities;
the lessee is not allowed to demise, assign, charge, create a trust or agency, mortgage, let, sublet,
underlet, grant a licence or part with or share the possession or occupation of the Property until
the day that the lessee has:
shown due proof to the satisfaction of JTC that the fixed investment criteria has been met;
and
obtained all the TOPs from the relevant authorities for the building works on the Property,
(the CWT Commodity Hub Prohibition Period), except that the lessee may mortgage the
Property with JTCs prior written consent; and
after the CWT Commodity Hub Prohibition Period, the lessee may not demise, assign, charge,
create a trust or agency, mortgage, let, sublet, underlet, grant a licence or part with or share the
possession or occupation of the Property without JTCs prior written consent.
JTC has granted its written approval for the sale of the Property to the Trustee.
CWT Cold Hub
AState Lease No. 15532 was issued by the President of the Republic of Singapore, as lessor, in favour
of JTC, as lessee, in respect of the Property for a term of 999 years commencing from 17 October 1962.
Principal terms of State Lease No. 15532 include, inter alia, the following:
the land must be used for industry or purposes approved by the competent authorities; and
the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the
terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but
without prejudice to any right of action or remedy that the lessor may have.
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A registered Lease No. IB/285496E comprised in Certificate of Title (SUB) Volume 665 Folio 186 (the
CWT Cold Hub JTC Lease) was issued by JTC to CWT for a term of 30 years commencing from 20
December 2005.
Principal terms of the CWT Cold Hub JTC Lease include, inter alia, the following:
provisions for the payment of annual rent by the lessee to JTC. The annual rent is subject to
revision on the 20th day of December every year to the prevailing market rent, subject to a
maximum increase not exceeding 5.5% of the immediately preceding annual rent;
restriction on the use of the Property, for the purpose of development and management of an
integrated cold hub with multiple temperature controlled facilities to cater to storage of seafood,
food, fresh food and beverages and related processing and cold chain logistics services;
a prohibition against the lessee demising, assigning, charging, creating a trust or agency,
mortgaging, letting, subletting, underletting, granting a licence or parting with or sharing the
possession or occupation of the Property without JTCs prior written consent; and
a covenant by JTC to grant to the lessee a further lease of 30 years commencing from the date
of expiry of the current term, subject to compliance with certain terms stipulated therein.
JTC has granted its written approval for the sale of the Property to the Trustee.
Schenker Megahub
A State Lease No. 25081 (as supplemented by Supplemental Deeds dated 22 May 2007 and 24 March
2008) was issued by the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee,
in respect of the Property for a term of 99 years commencing from 21 September 2001.
Principal terms of State Lease No. 25081 include, inter alia, the following:
the land must be used for light industry development;
JTC must surrender free to the government such portion of the land as may be required in future
for roads and drainage;
JTC must surrender to the government such portion of the land which is not required for the
purpose specified in the State Lease (i.e. for light industry development) at rates equivalent to the
compensation payable if such land had been acquired under the Land Acquisition Act; and
the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the
terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but
without prejudice to any right of action or remedy that the lessor may have.
JTC in turn entered into a building agreement dated 8 November 2005 whereby JTC agreed to grant
to C&P Land Pte. Ltd. a lease for a term of 30 years commencing from 1 June 2005 (the Schenker
Megahub Building Agreement).
Principal terms of the Schenker Megahub Building Agreement include, inter alia, the following:
provisions for the payment of annual rent by the lessee to JTC in advance by quarterly
instalments. The annual rent is subject to revision on the 1st day of June every year to the
prevailing market rent, subject to a maximum increase not exceeding 5.5% of the immediately
preceding annual rent. The market rent is defined to mean the rent per square metre per annum
of the Property excluding the buildings and other structures erected thereon, as determined by
JTC whose decision is final;
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provisions for the payment to JTC by the lessee of a service charge calculated at a rate to be
specified by JTC for the provision and maintenance of the common areas within the Airport
Logistics Park including the greenery, landscaping, amenities and facilities provided therein (if
any) by JTC. The service charge is payable on the same days and in the same manner as the
payment of rent. JTC is entitled by written notice to increase the service charge if the costs of
services increase;
on the expiry or sooner termination of the leasehold term granted under the Schenker Megahub
Building Agreement, the lessee is required to carry out an environmental baseline study to
determine the level of contaminants at the Property. If the results show that the level of
contamination exceeds that of the first baseline study, the lessee is required to carry out all works
necessary to decontaminate the Property to the state and condition existing at the time of the said
first baseline study and to the satisfaction of JTC and the relevant government and statutory
authorities;
restriction on the use of the Property, for the purpose of regional airfreight and value-added
logistics services only;
except for the subletting to Schenker Singapore (Pte) Ltd (the Schenker Megahub Anchor
Tenant) the lessee is not allowed to assign, charge, create a trust or agency, mortgage, let,
sublet, underlet, grant a licence or part with or share the possession or occupation of the Property
in whole or in part until the day that the lessee has:
shown due proof to the satisfaction of JTC that the fixed investment criteria has been met;
and
obtained all the TOPs from the relevant government and statutory authorities for the
buildings and structures on the Property,
(the Schenker Megahub Prohibition Period), except that the lessee may mortgage the
Property with JTCs prior written consent;
after the Schenker Megahub Prohibition Period, the lessee may not demise, assign, charge,
create a trust or agency, mortgage, let, sublet, underlet, grant a licence or part with or share the
possession or occupation of the Property in whole or in part without JTCs prior written consent;
in the event that JTC gives its approval for a demise or assignment of the Property, the lessee
must make a first offer (the Schenker Megahub First Offer) to surrender the Property and the
remaining lease term to JTC free from all encumbrances except for the sublease granted by the
lessee to the Schenker Megahub Anchor Tenant and any other subleases which the lessee may
have created;
if JTC declines the Schenker Megahub First Offer, the lessee must make a second offer (the
Schenker Megahub Second Offer) to sell the Property and the remaining lease term to the
Schenker Megahub Anchor Tenant free from all encumbrances on terms and conditions to be
agreed between the lessee and the Schenker Megahub Anchor Tenant;
if the Schenker Megahub Anchor Tenant declines the Schenker Megahub Second Offer, the
lessee may then assign the Property and the remaining lease term, together with the sublease to
the Schenker Megahub Anchor Tenant and any other subleases which the lessee may have
created, to a purchaser approved by JTC in writing, subject to terms and conditions as may be
imposed by JTC in its absolute discretion including, but not limited to a condition that the
purchaser shall not terminate the Schenker Megahub Anchor Tenants sublease without JTCs
prior written consent; and
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a covenant by JTC to grant to the lessee a further lease of 30 years commencing from the date
of expiry of the current term, subject to compliance with certain terms stipulated therein.
JTC has granted its written approval for the sale of the Property to the Trustee and confirmed that it
does not require the lessee to make the Schenker Megahub First Offer to JTC in relation to the sale of
the Property to the Trustee. In addition, the Schenker Megahub Anchor Tenant has also confirmed that
it does not wish to purchase the Property.
C&P Changi Districentre
AState Lease No. 26324 (as supplemented by a Supplemental Deed dated 24 March 2008) was issued
by the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee, in respect of the
Property for a term of 99 years commencing from 1 January 1995.
Principal terms of State Lease No. 26324 include, inter alia, the following:
the land must be used for industrial development;
JTC must surrender free to the government such portion of the land as may be required in future
for roads and drainage;
JTC must surrender to the government such portion of the land which is not required for the
purpose specified in the State Lease (i.e. for industrial development) at rates equivalent to the
compensation payable if such land had been acquired under the Land Acquisition Act; and
the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the
terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but
without prejudice to any right of action or remedy that the lessor may have.
A registered Lease No. IB/239950F comprised in Certificate of Title (SUB) Volume 663 Fol 101 (the
C&P Changi Districentre JTC Lease) was issued by JTC to C&P Distribution Pte. Ltd. a term of 30
years commencing from 16 August 2005.
Principal terms of the C&P Changi Districentre JTC Lease include, inter alia, the following:
provisions for the payment of annual rent by the lessee to JTC in advance. The annual rent is
subject to revision on the 16th day of August every year to the prevailing market rent, subject to
a maximum increase not exceeding 5.5% of the immediately preceding annual rent;
on the expiry or sooner termination of the leasehold term granted under the C&P Changi
Districentre JTC Lease, the lessee is required to carry out an environmental baseline study to
determine the level of contaminants at the Property. If the results show that the level of
contamination exceeds that of the first baseline study, the lessee is required to carry out all works
necessary to decontaminate the Property to the state and condition existing at the time of the said
first baseline study and to the satisfaction of JTC and the relevant government and statutory
authorities;
restriction on the use of the Property, for the purpose of regional airfreight and value-added
logistics services only;
except for the subletting to Nippon Express (Singapore) Pte Ltd (the C&P Changi Districentre
Anchor Tenant) the lessee is not allowed to assign, charge, create a trust or agency, mortgage,
let, sublet, underlet, grant a licence or part with or share the possession or occupation of the
Property until the day that the lessee has shown due proof to the satisfaction of JTC that the fixed
investment criteria has been met;
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the lessee shall ensure that C&P Changi Districentre Anchor Tenant occupies at least 50% of the
total build-up area of the Property for the period of five years from the date of issuance of the TOP
(the C&P Changi Districentre Minimum Occupation Requirement);
in the event that JTC gives its approval for a demise or assignment of the Property, the lessee
must make a first offer (the C&P Changi Districentre First Offer) to surrender the Property and
the remaining lease term to JTC free from all encumbrances except for the sublease granted by
the lessee to the C&P Changi Districentre Anchor Tenant and any other subleases which the
lessee may have created;
if JTC declines the C&P Changi Districentre First Offer, the lessee must make a second offer (the
C&P Changi Districentre Second Offer) to sell the Property and the remaining lease term to
the C&P Changi Districentre Anchor Tenant free from all encumbrances on terms and conditions
to be agreed between the lessee and the C&P Changi Districentre Anchor Tenant;
if the C&P Changi Districentre Anchor Tenant declines the C&P Changi Districentre Second Offer,
the lessee may then assign the Property and the remaining lease term, together with the sublease
to the C&P Changi Districentre Anchor Tenant and any other subleases which the lessee may
have created, to a purchaser approved by JTC in writing, subject to terms and conditions as may
be imposed by JTC in its absolute discretion including, but not limited to a condition that the
purchaser shall not terminate the C&P Changi Districentre Anchor Tenants sublease without
JTCs prior written consent; and
a covenant by JTC to grant to the lessee a further lease of 30 years commencing from the date
of expiry of the current term, subject to compliance with certain terms stipulated therein.
JTC has granted its written approval for the sale of the Property to the Trustee and confirmed that it
does not require the lessee to make the C&P Changi Districentre First Offer to JTC in relation to the
sale of the Property to the Trustee.
JTC has also granted a waiver for the compliance of the C&P Changi Districentre Minimum Occupation
Requirement and the requirement to make the C&P Changi Districentre Second Offer to the C&P
Changi Districentre Anchor Tenant, subject to the C&P Changi Districentre Anchor Tenant being given
the first priority to sublease the Property or part thereof and also subject to JTCs right to revoke the
said waiver by notice.
Hi-Speed Logistics Centre
A State Lease No. 25081 (as supplemented by Supplemental Deeds dated 22 May 2007 and 24 March
2008) was issued by the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee,
in respect of the Property for a term of 99 years commencing from 21 September 2001.
Principal terms of State Lease No. 25081 include, inter alia, the following:
the land must be used for light industry development;
JTC must surrender free to the government such portion of the land as may be required in future
for roads and drainage;
JTC must surrender to the government such portion of the land which is not required for the
purpose specified in the State Lease (i.e. for light industry development) at rates equivalent to the
compensation payable if such land had been acquired under the Land Acquisition Act; and
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the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the
terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but
without prejudice to any right of action or remedy that the lessor may have.
JTC in turn entered into a building agreement dated 8 November 2005 whereby JTC agreed to grant
to C & P Distribution Pte. Ltd. a lease for a term of 30 years commencing from 16 August 2005 (the
Hi-Speed Logistics Centre Building Agreement).
Principal terms of the Hi-Speed Logistics Centre Building Agreement include, inter alia, the following:
provisions for the payment of annual rent by the lessee to JTC in advance by quarterly
instalments. The annual rent is subject to revision on the 16th day of August every year to the
prevailing market rent, subject to a maximum increase not exceeding 5.5% of the immediately
preceding annual rent. The market rent is defined to mean the rent per square metre per annum
of the Property excluding the buildings and other structures erected thereon, as determined by
JTC whose decision is final;
provisions for the payment to JTC by the lessee of a service charge calculated at a rate to be
specified by JTC for the provision and maintenance of the common areas within the Airport
Logistics Park including the greenery, landscaping, amenities and facilities provided therein (if
any) by JTC. The service charge is payable on the same days and in the same manner as the
payment of rent. JTC is entitled by written notice to increase the service charge if the costs of
services increase;
on the expiry or sooner termination of the leasehold term granted under the Hi-Speed Logistics
Centre Building Agreement, the lessee is required to carry out an environmental baseline study
to determine the level of contaminants at the Property. If the results show that the level of
contamination exceeds that of the first baseline study, the lessee is required to carry out all works
necessary to decontaminate the Property to the state and condition existing at the time of the said
first baseline study and to the satisfaction of JTC and the relevant government and statutory
authorities;
restriction on the use of the Property, for the purpose of regional airfreight and value-added
logistics services only;
except for the subletting to Nippon Express (Singapore) Pte Ltd (the Hi-Speed Logistics Centre
Anchor Tenant) the lessee is not allowed to assign, charge, create a trust or agency, mortgage,
let, sublet, underlet, grant a licence or part with or share the possession or occupation of the
Property in whole or in part until the day that the lessee has:
shown due proof to the satisfaction of JTC that the fixed investment criteria has been met;
and
obtained all the TOPs from the relevant government and statutory authorities for the
buildings and structures on the Property,
(the Hi-Speed Logistics Centre Prohibition Period), except that the lessee may mortgage the
Property with JTCs prior written consent;
after the Hi-Speed Logistics Centre Prohibition Period, the lessee may not demise, assign,
charge, create a trust or agency, mortgage, let, sublet, underlet, grant a licence or part with or
share the possession or occupation of the Property in whole or in part without JTCs prior written
consent;
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in the event that JTC gives its approval for a demise or assignment of the Property, the lessee
must make a first offer (the Hi-Speed Logistics Centre First Offer) to surrender the Property
and the remaining lease term to JTC free from all encumbrances except for the sublease granted
by the lessee to the Hi-Speed Logistics Centre Anchor Tenant and any other subleases which the
lessee may have created;
if JTC declines the Hi-Speed Logistics Centre First Offer, the lessee must make a second offer
(the Hi-Speed Logistics Centre Second Offer) to sell the Property and the remaining lease
term to the Hi-Speed Logistics Centre Anchor Tenant free from all encumbrances on terms and
conditions to be agreed between the lessee and the Hi-Speed Logistics Centre Anchor Tenant;
if the Hi-Speed Logistics Centre Anchor Tenant declines the Hi-Speed Logistics Centre Second
Offer, the lessee may then assign the Property and the remaining lease term, together with the
sublease to the Hi-Speed Logistics Centre Anchor Tenant and any other subleases which the
lessee may have created, to a purchaser approved by JTC in writing, subject to terms and
conditions as may be imposed by JTC in its absolute discretion including, but not limited to a
condition that the purchaser shall not terminate the Hi-Speed Logistics Centre Anchor Tenants
sublease without JTCs prior written consent; and
a covenant by JTC to grant to the lessee a further lease of 30 years commencing from the date
of expiry of the current term, subject to compliance with certain terms stipulated therein.
JTC has granted its written approval for the sale of the Property to the Trustee and confirmed that it
does not require the lessee to make the Hi-Speed Logistics Centre First Offer to JTC in relation to the
sale of the Property to the Trustee. In addition, the Hi-Speed Logistics Centre Anchor Tenant has also
confirmed that it does not wish to purchase the Property.
C&P Changi Districentre 2
A State Lease No. 23603 (as supplemented by Supplemental Deeds dated 15 January 2002, 23 March
2006, 17 October 2007, 29 November 2007 and 14 February 2008) was issued by the President of the
Republic of Singapore, as lessor, in favour of JTC, as lessee, in respect of the Property for a term of
99 years commencing from 16 August 1993.
Principal terms of State Lease No. 23603 include, inter alia, the following:
the land must be used for development of Aviation Distri-Zone;
JTC must surrender free to the government such portion of the land as may be required in future
for roads and drainage;
JTC must surrender to the government such portion of the land which is not required for the
purpose specified in the State Lease (i.e. for development of Aviation Distri-Zone) at rates
equivalent to the compensation payable if such land had been acquired under the Land
Acquisition Act; and
the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of the
terms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease but
without prejudice to any right of action or remedy that the lessor may have.
A registered Lease No. IA/331161L comprised in Certificate of Title (SUB) Volume 639 Folio 123 and
varied by a Variation of Lease No. IB/517901W (the C&P Changi Districentre 2 JTC Lease) was
issued by JTC to Nippon Express (Singapore) Pte Ltd for a term of 30 years commencing from
16 February 1996. The Property was transferred by Nippon Express (Singapore) Pte Ltd to C & P
Holdings Pte Ltd.
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Principal terms of the C&P Changi Districentre 2 JTC Lease include, inter alia, the following:
provisions for the payment of annual rent by the lessee to JTC in advance by monthly instalments.
The annual rent is subject to revision on the 16th day of February every year to the prevailing
market rent, subject to a maximum increase not exceeding 7.6% of the immediately preceding
annual rent. The market rent is defined to mean the rent per square metre per annum of the
Property excluding the buildings and other structures erected thereon, as determined by JTC
whose decision is final;
the lessee must ensure that at least 60% of the total floor area of the Property is used for purely
warehousing activities and the remaining floor area shall be used as ancillary production and
offices, neutral areas, communal facilities and other uses which may be approved in writing by
JTC and the relevant authorities provided that the said ancillary offices shall not exceed 25% of
the total floor area and provided further that the lessee shall not use and occupy the Property for
the purpose of commercial office and storage unrelated to the lessees approved activity;
restriction on the use of the Property, for the purpose of warehousing, distribution and logistic
management of electronic parts, telephone, fax machines, machine parts and other general cargo
only;
a prohibition against the lessee demising, assigning, charging, creating a trust or agency,
mortgaging, letting, subletting, underletting, granting a licence or parting with or sharing the
possession or occupation of the Property in whole or in part without JTCs prior written consent;
and
a covenant by JTC to grant to the lessee a further lease of 30 years commencing from the date
of expiry of the current term, subject to compliance with certain terms stipulated therein.
JTC has granted its written approval for the sale of the Property to the Trustee.
PROPERTY MANAGEMENT AGREEMENT
The Properties which comprise the initial portfolio of CLT and any properties located in Singapore
subsequently acquired by CLT, whether such properties are directly or indirectly held by CLT, or are
wholly or partly owned by CLT will be managed by the Property Manager in accordance with the terms
of the Property Management Agreement.
The Property Management Agreement was entered into on 18 March 2010 by the Trustee, the Manager
and the Property Manager pursuant to which the Property Manager was appointed to operate, maintain,
manage and market all the properties of CLT located in Singapore, subject to the terms and conditions
of the Property Management Agreement. The property management will be subject to the overall
management by the Manager.
The Property Management Agreement provides that in respect of each Property and in respect of each
subsequently acquired property located in Singapore which is managed by the Property Manager, the
Trustee, the Manager and the Property Manager will enter into a separate Local Property Management
Agreement in the form and on the terms set out in a schedule to the Property Management Agreement,
in order to incorporate the specific terms set out in the Property Management Agreement in their
application to each of such properties.
The initial term of the Property Management Agreement is five years from the Listing Date.
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Six months prior to expiry of the initial term of the Property Management Agreement, the Property
Manager may request to extend its appointment for a further five years on the same terms and
conditions, except for revision of all fees payable to the Property Manager to market rates prevailing at
the time of such extension.
Two months before expiry of the initial term, the Trustee will decide the prevailing market rates for the
extension term, based on the recommendation of the Manager. If the Property Manager disagrees with
the Trustees decision on the prevailing market rates for the extension term, the matter will be referred
to an independent expert whose determination of the prevailing market rates shall be final and binding
on the parties.
The Trustee shall, based on the recommendation of the Manager, agree to extend the appointment of
the Property Manager for the extension term, on the revised fees based on the prevailing market rates
determined as aforesaid.
The Trustee shall not be obliged to extend the appointment of the Property Manager if the above
conditions are not fulfilled.
Property Managers Services
The services provided by the Property Manager for each property under its management include the
following:
property management services, recommending third party contracts for provision of property
maintenance services, supervising the performance of contractors, arranging for adequate
insurances and ensuring compliance with building and safety regulations;
lease management services, including coordinating tenants fitting-out requirements,
administration of rental collection, management of rental arrears, and administration of all
property tax matters;
marketing and marketing coordination services, including initiating lease renewals and
negotiation of terms; and
project management services in relation to the development or redevelopment (unless otherwise
prohibited by the Property Funds Appendix or any other laws or regulations), the refurbishment,
retrofitting and renovation works to a property, including recommendation of project budget and
project consultants, and supervision and implementation of the project.
Fees
Under the Property Management Agreement, the Property Manager is entitled to the fees set out below,
to be borne out of the Deposited Property, for each property located in Singapore under its
management.
Property Management Fees and Lease Management Fees
For property management services rendered by the Property Manager for a property located in
Singapore, the Trustee will pay the Property Manager for each such property a property management
fee of 2.0% per annum of the Gross Revenue of the relevant property.
For lease management services rendered by the Property Manager for a property located in Singapore,
the Trustee will pay the Property Manager for each property a lease management fee of 1.0% per
annum of the Gross Revenue of the relevant property. The Property Manager has agreed with the
Trustee that no lease management fee is payable by the Trustee in relation to the Initial Portfolio for the
first three years of the initial contracted lease.
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Project Management Services Fees
For the project management services for a property located in Singapore, the Trustee will pay the
Property Manager the following fees for the development or redevelopment (if not prohibited by the
Property Funds Appendix or if otherwise permitted by the MAS), refurbishment, retrofitting and
renovation works on a property:
where the construction costs are S$2.0 million or less, a fee of 3.0% of the construction costs;
where the construction costs exceed S$2.0 million but do not exceed S$20.0 million, a fee of 2.0%
of the construction costs or S$60,000, whichever is higher;
where the construction costs exceed S$20.0 million but do not exceed S$50.0 million, a fee of
1.5% of the construction costs or S$400,000, whichever is higher; and
where the construction costs exceed S$50.0 million, a fee to be mutually agreed by the parties.
For the purpose of calculating the fees payable to the Property Manager, construction costs means
all construction costs and expenditure valued by the quantity surveyor engaged by the Trustee for the
project, excluding development charges, differential premiums, statutory payments, consultants
professional fees and GST.
Reimbursable Amounts
In addition to its fees, the Property Manager will be fully reimbursed for each property under its
management:
the employment and remuneration costs of the team of personnel employed by the Property
Manager for the provision of services to that property; and
the employment and remuneration costs relating to the centralised team of employees of the
Property Manager who provide group services for all properties of CLT under its management,
which costs are apportioned by the Property Manager to that property,
as approved in each annual budget by the Trustee following the recommendation of the Manager.
Expenses
The Property Manager is authorised to utilise funds deposited in operating accounts maintained in the
name of the Trustee and to make payment for all costs and expenses incurred in the operation,
maintenance, management and marketing of each property within each annual budget approved by the
Trustee on the recommendation of the Manager.
Provision of office space
Where applicable, the Trustee shall permit employees of the Property Manager engaged to manage a
property to occupy suitable office space at such property (as approved by the Trustee on the
recommendation of the Manager) without the Property Manager being required to pay any rent, service
charge, utility charges or other sums.
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Termination
The Trustee or the Manager may terminate the appointment of the Property Manager in relation to all
the properties of CLT under the management of the Property Manager on the occurrence of certain
specified events, which include the liquidation or cessation of business of the Property Manager.
The Trustee or the Manager may also terminate the appointment of the Property Manager specifically
in relation to a property under its management in the event of the sale of such property, but the Property
Management Agreement will continue to apply with respect to the remaining properties managed by the
Property Manager under the terms of the Property Management Agreement.
In addition, if the Property Manager, within 90 days of receipt of written notice, fails to remedy any
breach (which is capable of remedy) of its obligations in relation to a property, the Trustee or the
Manager may terminate the appointment of the Property Manager in relation only to such property in
respect of which the breach relates, upon giving 30 days written notice to the Property Manager.
On the termination of the appointment of the Property Manager, the Manager shall, as soon as
practicable, procure the appointment of a replacement property manager for the affected property.
Novation
The Trustee and the Manager are entitled to novate their respective rights, benefits and obligations
under the Property Management Agreement to a new trustee of CLT or a new manager of CLT
appointed in accordance with the terms of the Trust Deed. With the approval of the Trustee, which
approval shall not be unreasonably withheld, the Property Manager is also entitled to novate its
respective rights, benefits and obligations under the Property Management Agreement to any wholly
owned direct or indirect subsidiary of the Sponsor.
Exclusion of Liability
In the absence of fraud, gross negligence, wilful default or breach of the Property Management
Agreement by the Property Manager, it shall not incur any liability by reason of any error of law or any
matter or thing done or suffered or omitted to be done by it in good faith under the Property
Management Agreement.
In addition, the Trustee shall indemnify the Property Manager against any actions, costs, claims,
damages, expenses or demands to which it may suffer or incur as Property Manager, save where such
action, cost, claim, damage, expense or demand is occasioned by the fraud, gross negligence, wilful
default or breach of the Property Management Agreement by the Property Manager, its employees or
agents.
No Restriction on Property Manager
The Property Manager may provide services similar to those contemplated under the Property
Management Agreement to other parties operating in the same or similar business as CLT, or in other
businesses.
MASTER LEASE AGREEMENTS
Under each Master Lease Agreement, the Trustee leases to the respective Master Lessee, the relevant
Property together with the plant and equipment on the Property.
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The terms of the Master Leases, each commencing on Listing Date, are set out below:
Property Master Lessee Term of Master Lease Agreement
CWT Commodity Hub CWT 5.0 to 10.0
(1)
years
CWT Cold Hub CWT 5.0 years
Schenker Megahub C&P Land Pte. Ltd. Over 6.0 years, expiring on 31 August 2016
C&P Changi Districentre C&P Distribution Pte. Ltd. 5.0 years
Hi-Speed Logistics Centre C&P Distribution Pte. Ltd. Over 6.0 years, expiring on 15 October
2016
C&P Changi Districentre 2 C&P 5.0 years
Note:
(1) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub Individual
Lease Agreements. CLT may agree and sign extensions of either the Master Lease or individual leases, as the case may
be, beyond the expiry date of the initial lease terms.
After the initial term of the Master Lease Agreement, the Master Lessees are entitled to renew the terms
of the Master Leases for a period which is not less than five years and at a revised rent to be agreed
between the Trustee and the Master Lessees.
The Master Lessees are required to pay rent on a monthly basis in advance. The initial annual rents
payable by the Master Lessees for CWT Commodity Hub is S$28.9 million, CWT Cold Hub is S$9.8
million, Schenker Megahub is S$7.4 million, C&P Changi Districentre is S$6.1 million, Hi-Speed
Logistics Centre is S$5.2 million and C&P Changi Districentre 2 is S$1.5 million. The rents are subject
to annual increases at the rate of 1.5% per annum of the annual rent for the immediately preceding
year.
In addition, the annual rents for the Master Leases of Schenker Megahub and Hi-Speed Logistics
Centre are subject to review at the end of the fifth year of the respective leases.
Each Master Lessee is required to provide to the Trustee a security deposit equivalent to 12 months of
the monthly rent for each of the Properties, as security for the Master Lessees compliance of all the
provisions in the Master Lease Agreement and to secure against any loss or damage resulting from any
default by the Master Lessee and any claim by the Trustee against the Master Lessee.
As landlord, the Trustee will be responsible for structural repairs to the buildings in the Property, the
replacement of structural parts of the buildings in the Properties and the replacement of mechanical
and electrical equipment therein.
The Master Lessees shall be responsible for the maintenance and management of the Properties,
including keeping the Properties clean and in good and tenantable condition, and repairing and
maintaining the plant and equipment and the security systems therein.
The Master Lessees shall at its cost and expense take out and keep in force insurance policies
(specifically an insurance policy against all risks and damage to the Property and a comprehensive
public liability insurance policy) with an insurance company or companies in Singapore approved by the
Trustee and on terms and conditions to be approved by the Trustee.
The Master Lessees shall be responsible for payment of the land rent and property tax (including all
increases thereof) and all outgoings and expenses incurred in respect of the Properties.
If a Property is damaged or destroyed, the relevant Master Lessee is not liable to pay rent for the period
that the Property cannot be used if the Master Lessee has fulfilled its obligation to take-up and maintain
insurance. If part of the Property is still useable, the Master Lessees liability to pay rent will be reduced
in proportion to the reduction in the usability of the Property.
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The Master Lessees are not entitled to assign any of the Master Lease Agreements. The Master
Lessees may sublet any part of the Properties with the written consent of the Trustee and JTC. Such
consent may be granted subject to conditions.
All necessary approvals required by law for the operation of its business or the business of any
permitted occupier in the Property must be obtained by the Master Lessee at its cost. The Master
Lessee must at its own cost take out and maintain all risks and public liability insurance policies in the
joint names of the Master Lessee and the Trustee as landlord.
The Master Lessee is required to vacate the Property after the expiry of the lease term. If the Master
Lessee fails to vacate the Property after the expiry of the lease term, the Trustee is entitled to charge
the Master Lessee double the amount of the rent for the period of holding over. On vacating the
Property, the Master Lessee must reinstate the premises.
In respect of Schenker Megahub and Hi-Speed Logistics Centre, in the event the Master Lessee is in
default under the Master Lease Agreement, the Trustee is entitled to require the Master Lessee to take
an assignment of, all rights and benefits (including rent and other proceeds) of the Master Lessee under
or arising from the tenancies to the Schenker Megahub Anchor Tenant and the Hi Speed Logistics
Centre Anchor Tenant.
C&P has provided corporate guarantees in connection with the lease obligations of C&P Land Pte. Ltd.
and C&P Distribution Pte. Ltd. during the term of the Master Leases in respect of Schenker Megahub,
C&P Changi Districentre and Hi-Speed Logistics Centre.
In relation to CWT Commodity Hub, the CWT Commodity Hub Individual Lease Agreements will be
entered into by CWT (as tenant) in respect of specific premises in CWT Commodity Hub, in the event
that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial
five-year term. The terms of the three separate lease agreements, which will commence at the
expiration of the initial Master Lease term, will range from one to five years. This does not preclude CLT
from agreeing and signing extensions of either the Master Lease or individual leases as the case may
be beyond the expiry date of the initial lease terms.
The Master Lessee is granted the option to renew the Master Lease. The notice to renew the Master
Lease must be given not later than three months before the expiry of the lease renewal confirmation
date, being 15 months before the expiry of the initial lease term. The Master Lessee must enter into the
Renewed Master Lease Agreement on or before the lease renewal confirmation date.
The option to renew is subject to the following:
the consent of JTC;
the term of the Renewed Master Lease Agreement not being less than five years;
the revised rent of the Renewed Master Lease Agreement to be agreed between the Master
Lessee and CLT; and
the terms and conditions of the Renewed Master Lease Agreement being substantially the same
as the terms and conditions of the Master Lease Agreements, save for the option to renew.
(See The Manager and Corporate Governance The Managers Internal Control System for
additional details on the processes and procedures to ensure that the renewal will be undertaken on
arms length commercial terms and will not be prejudicial to the interests of CLT and the Unitholders.)
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TAXATION
The following summary of certain Singapore income tax consequences of the purchase, ownership and
disposition of the Units is based upon laws, regulations, rulings and decisions now in effect, all of which
are subject to change (possibly with retroactive effect). The summary does not purport to be a
comprehensive description of all the tax considerations that may be relevant to a decision to purchase,
own or dispose of the Units and does not purport to apply to all categories of investors, some of which
may be subject to special rules. Investors should consult their own tax advisers concerning the
application of Singapore tax laws to their particular situations as well as any consequences of the
purchase, ownership and disposition of the Units arising under the laws of any other tax jurisdictions.
The IRAS has issued a Tax Ruling on the taxation of CLT and its Unitholders.
In accordance with the Tax Ruling, the Singapore taxation consequences for CLT and that of the
Unitholders are described below.
TAXATION OF CLT
Subject to meeting the terms and conditions of the Tax Ruling, the Trustee will not be assessed to tax
on the Taxable Income of CLT provided that at least 90.0% of its Taxable Income is distributed within
the year in which the income is derived. Instead, the Trustee and the Manager will deduct income tax
at the prevailing corporate tax rate, currently at 17.0%, from the distributions made to Unitholders that
are made out of the Taxable Income of CLT. However, where the beneficial owners are individuals or
Qualifying Unitholders, the Trustee and the Manager will make the distributions to such Unitholders
without deducting any income tax. In addition, where the beneficial owners are Qualifying Foreign
Non-individual Unitholders, the Trustee and the Manager will deduct Singapore income tax at the
reduced rate of 10.0% for distributions made up to 31 March 2015
1
. A Qualifying Unitholder is a
Unitholder who is:
a Singapore-incorporated company which is tax resident in Singapore;
a body of persons, other than a company or a partnership, registered or constituted in Singapore
(for example, a town council, a statutory board, a registered charity, a registered co-operative
society, a registered trade union, a management corporation, a club and a trade and industry
association); and
a Singapore branch of a foreign company which has presented a letter of approval from the IRAS
granting a waiver from tax deduction at source in respect of distributions from CLT.
A Qualifying Foreign Non-individual Unitholder is one who is not a resident of Singapore for
income tax purposes and:
who does not have a permanent establishment in Singapore; or
who carries on any operation in Singapore through a permanent establishment in Singapore,
where the funds used to acquire the Units are not obtained from that operation in Singapore.
To obtain distributions without tax deduction at source, Unitholders who are Qualifying Unitholders must
disclose their respective tax status in a prescribed form provided by the Manager. Similarly, to obtain
distributions where tax is deducted at the reduced rate of 10.0% for distributions made up to 31 March
2015
1
, Qualifying Foreign Non-individual Unitholders must disclose their respective tax status in a
prescribed form provided by the Manager (see Appendix D, Independent Taxation Report).
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
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Where the Units are held in joint names, the Trustee and the Manager will deduct income tax at the
prevailing corporate tax rate, currently at 17.0%, from the distributions made out of the Taxable Income
of CLT, unless all the joint Unitholders are individuals.
Where the Units are held through a nominee, the Trustee and the Manager will deduct income tax at
the prevailing corporate tax rate, currently at 17.0%, from the distribution made out of CLTs Taxable
Income except in the following situations:
where the Units are held for beneficial owners who are individuals or Qualifying Unitholders, tax
may not be deducted at source/withheld under certain circumstances. This includes a situation
where a declaration is made by the nominee of the beneficial owners status and the provision of
certain particulars of the beneficial owners in a prescribed form to the Trustee and the Manager;
where the Units are held for beneficial owners who are Qualifying Foreign Non-individual
Unitholders, tax may be deducted at source/withheld at the reduced rate of 10.0% for distributions
made up to 31 March 2015
1
under certain circumstances. This includes a situation where a
declaration is made by the nominee of the beneficial owners status and the provision of certain
particulars of the beneficial owners in a prescribed form to the Trustee and the Manager; and
where the Units are held by the nominees as agent banks or the SRS operators acting for
individuals who purchased the Units within the CPF Investment Scheme or the SRS respectively,
tax will not be deducted at source/withheld for distributions made in respect of these Unitholders.
CLT will distribute at least 90.0% of its Taxable Income. For the remaining amount of Taxable Income
not distributed, tax will be assessed on, and collected from, the Trustee on such remaining amount
(referred to as Retained Taxable Income). In the event where a distribution is subsequently made out
of such Retained Taxable Income, the Trustee and the Manager will not have to make a further
deduction of income tax from the distribution.
Taxable Income of CLT for the purposes of the Tax Transparency Treatment refers to the income from
the letting of its properties and related property maintenance services income after deduction of
allowable expenses, and insignificant interest income from the placement of periodic cash surpluses in
bank deposits.
Gains or profits arising from sale of real properties, if considered to be trading gains derived from a
trade or business carried on by CLT, will be taxable under Section 10(1)(a) of the Income Tax Act,
Chapter 134 of Singapore. Tax on such gains or profits will be assessed on, and collected from, the
Trustee. Consequently, if such after tax gains or profits are distributed, the Trustee and the Manager
will not have to make a further deduction of income tax from the distribution.
Gains or profits arising from the sale of real properties, if confirmed to be capital gains by the IRAS, are
not subject to tax as there is no capital gains tax in Singapore. Such capital gains may be distributed
(at the discretion of the Trustee and the Manager) to Unitholders. If a distribution is made out of such
confirmed capital gains, the Trustee and the Manager will not have to deduct tax from the distribution.
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
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TAXATION OF CLTS UNITHOLDERS
CLT Distributions
Individuals who hold the Units as Investment Assets
All individuals who hold Units as investment assets (excluding individuals who hold such Units as
trading assets or individuals who hold such Units through a partnership in Singapore) are exempt from
income tax on the distributions made by CLT, regardless of the individuals nationality or tax residence
status.
Distributions made out of income previously taxed at the Trustee level (because the distributions were
made out of Retained Taxable Income or out of gains or profits taxed as trading gains from the disposal
of real properties) will not be subject to tax when received by the Unitholders.
Individuals who hold the Units as trading assets or who hold the Units through a partnership in
Singapore
Individuals who hold Units as trading assets or individuals who hold Units through a partnership in
Singapore are subject to income tax on the gross amount of distributions that are made out of the
Taxable Income of CLT. Such distributions will be taxed in the individuals hands at their applicable
income tax rates.
Distributions made out of income previously taxed at the Trustee level (because the distributions were
made out of Retained Taxable Income or out of gains or profits taxed as trading gains from the disposal
of real properties) will not be subject to tax when received by the Unitholders.
Non-individuals except Qualifying Foreign Non-individuals
Non-individual Unitholders are subject to Singapore income tax on the gross amount of distributions
that are made out of the Taxable Income of CLT, regardless of whether the Trustee and the Manager
had deducted tax from the distributions. Where tax had been deducted at source at the prevailing
corporate tax rate, the tax deducted is not a final tax. Non-individual Unitholders can use such tax
deducted at source as a set-off against their Singapore income tax liabilities.
Distributions made out of income previously taxed at the Trustee level (because the distributions were
made out of Retained Taxable Income or out of trading gains from the disposal of real properties) will
not be subject to tax when received by the Unitholders.
Distributions of capital gains
Distributions made out of gains or profits arising from a disposal of properties that have been confirmed
by the IRAS as capital gains are not taxable in the hands of all Unitholders provided that the Units are
not held by them as trading assets. Where the Unitholders are subject to tax on such gains, they will
be assessable to tax at their own respective rates.
Disposal of Units
Any gains on disposal of the Units are not liable to Singapore tax provided the Units are not held as
trading assets.
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Terms and Conditions of the Tax Ruling
The application of the Tax Ruling is conditional upon the Trustee and the Manager fulfilling certain terms
and conditions. The Trustee and the Manager have given undertakings to take all reasonable steps
necessary to safeguard the IRAS against tax leakage and to comply with all administrative
requirements to ensure ease of tax administration.
The IRAS has expressly reserved the rights to review, amend and revoke the Tax Ruling either in part
or in whole at any time.
Stamp Duty
By virtue of the Stamp Duties (Real Estate Investment Trust) (Remission) Rules 2005, stamp duty on
any contract or agreement or instrument entered into prior to or on 17 February 2010 relating to the
conveyance, assignment on sale of Singapore properties to REITs to be listed or already listed on the
SGX-ST would be remitted. Accordingly, stamp duty will be remitted on the contracts for the sale and
purchase of Singapore properties to CLT. Subsequently, any stamp duty on any contract or agreement
or instrument entered into after 17 February 2010 but prior to or on 31 March 2015
1
relating to the
conveyance, assignment on sale of Singapore properties to CLT will be remitted.
Stamp duty will not be imposed on instruments of transfers relating to the Units. In the event of a
change of trustee for CLT, stamp duty on any document effecting the appointment of a new trustee and
the transfer of trust assets from the incumbent trustee to the new trustee will be charged at a nominal
rate not exceeding S$10.00 as specified under Article 3(g)(ii) of the First Schedule to the Stamp Duties
Act, Chapter 312 of Singapore.
Singapore Goods and Services Tax
CLT could be registered in Singapore for GST purposes on the basis that it would derive rental income
from the leasing of the Properties, which constitutes a taxable supply for GST purposes.
Pursuant to regulation 104A of the Goods and Services Tax (General) Regulations and Section 38 of
the Goods and Services Tax Act, Chapter 117A of Singapore, GST would not be payable by CLT on the
purchase of the Properties on the basis that CLT would be listed within one month from the acquisition
of the Properties, and provided that CLT and the sellers of the Properties fulfil certain responsibilities.
Briefly, CLT would need to include the sale price of the Properties and the corresponding GST amount
as part of the value of standard-rated supplies and output tax respectively in its GST return for the
prescribed accounting period in which the supplies take place, even though no GST is actually paid.
The sellers would also need to reflect the sale price of the Properties excluding GST in their GST
returns for the prescribed accounting period in which the supplies take place.
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
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PLAN OF DISTRIBUTION
The Manager is making an offering of 474,108,000 Units (representing 75.0% of the total number of
Units in issue after the Offering) for subscription at the Offering Price under the Placement Tranche and
the Public Offer, of which, 14,000,000 Reserved Units (representing 3.0% of the Offering) under the
Public Offer will be reserved for subscription by the directors, management, employees and business
associates of the Sponsor and its subsidiaries. 433,108,000 Units will be offered under the Placement
Tranche and 41,000,000 Units will be offered under the Public Offer. Units may be re-allocated between
the Placement Tranche and the Public Offer at the discretion of the Joint Global Coordinators (in
consultation with the Manager) in the event of an excess of applications in one and a deficit in the other.
In the event that any of the Reserved Units are not subscribed for, such Units will be made available
to satisfy excess applications, if any, in the Public Offer and/or the Placement Tranche.
The Public Offer is open to members of the public in Singapore. Under the Placement Tranche, the
Manager intends to offer the Units by way of an international placement through the Joint Global
Coordinators to investors, including institutional and other investors in Singapore. Subject to the terms
and conditions set forth in the underwriting agreement entered into between the Joint Global
Coordinators, the Manager and the Sponsor on 1 April 2010, the Manager is expected to effect for the
account of CLT the issue of, and the Joint Global Coordinators are expected to severally (and not
jointly) subscribe, or procure subscribers for, 531,009,000 Units (which includes the Units to be issued
pursuant to the Offering and the Cornerstone Units), in the proportions set forth opposite their
respective names below.
Joint Global Coordinators Number of Units
Macquarie Capital Securities (Singapore) Pte. Limited 185,853,150
Standard Chartered Securities (Singapore) Pte. Limited 185,853,150
DBS 159,302,700
Total 531,009,000
The Units will be offered at the Offering Price. The Offering Price per Unit in the Placement Tranche and
the Public Offer will be identical. The Joint Global Coordinators have agreed to subscribe, and pay for,
or procure subscription and payment for 531,009,000 Units at the Offering Price, less the Underwriting,
Selling and Management Commission (as defined herein) to be borne by CLT.
The Manager and the Sponsor have agreed in the Underwriting Agreement to indemnify the Joint
Global Coordinators against certain liabilities.
The Underwriting Agreement also provides that the obligations of the Joint Global Coordinators to
subscribe and pay for or procure the subscription or payment for the Units in the Offering and the
Cornerstone Units are subject to certain conditions contained in the Underwriting Agreement.
153
The Underwriting Agreement may be terminated by the Joint Global Coordinators at any time prior to
issue and delivery of the Units upon the occurrence of certain events including, among others, certain
force majeure events pursuant to the terms of the Underwriting Agreement.
Investors in the Placement Tranche may be required to pay brokerage of up to 1.0% of the Offering
Price.
Each of the Joint Global Coordinators, the Issue Managers and their associates may engage in
transactions with, and perform services for, the Trustee, the Manager, the Sponsor and CLT in the
ordinary course of business and have engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with the Trustee, the Manager, the Sponsor and CLT, for which
they have received, or may in the future receive, customary compensation.
LOCK-UP ARRANGEMENTS
The Sponsor
Subject to the exception described below, the Sponsor has agreed with the Joint Global Coordinators
and the Issue Managers that it will not, without the prior written consent of the Joint Global Coordinators
and the Issue Managers (such consent not to be unreasonably withheld or delayed), directly or
indirectly, offer, sell or contract to sell grant any option to purchase, grant security over, encumber or
otherwise dispose of any or all of its effective interest in the Sponsor Units (or any securities convertible
into or exchangeable for the Sponsor Units or which carry rights to purchase the Sponsor Units or part
thereof); enter into any transaction (including a derivative transaction) with a similar economic effect to
the foregoing; deposit any Sponsor Units (or any securities convertible into or exchangeable for any
Sponsor Units or which carry rights to subscribe for or purchase any Sponsor Units or part thereof) in
any depository receipt facility; enter into a transaction which is designed or which may reasonably be
expected to result in any of the above or publicly announce any intention to do any of the above, during
the First Lock-up Period, and the same restrictions will apply in respect of the Sponsors effective
interest in 50.0% of the Sponsor Units during the Second Lock-up Period (together, the Lock-up
Periods).
The restriction described in the preceding paragraph does not apply to the creation of a charge over the
Sponsor Units or otherwise grant of security over or creation of any encumbrance over the Sponsor
Units, provided that such charge, security or encumbrance can only be enforced in respect of not more
than 50% of the Sponsor Units after the end of the First Lock-up Period, or (as the case may be) in
respect of all of the Sponsor Units after the Second Lock-up Period.
C&P
Subject to the exceptions described below, C&P and the C&P Ultimate Shareholders, have each
agreed with the Joint Global Coordinators and the Issue Managers that it/he will not, without the prior
written consent of the Joint Global Coordinators and the Issue Managers (such consent not to be
unreasonably withheld or delayed), directly or indirectly, offer, sell or contract to sell grant any option
to purchase, grant security over, encumber or otherwise dispose of any or all of its effective interest in
the C&P Units (or any securities convertible into or exchangeable for the C&P Units or which carry
rights to purchase the C&P Units or part thereof); enter into any transaction (including a derivative
transaction) with a similar economic effect to the foregoing; deposit any C&P Units (or any securities
convertible into or exchangeable for any C&P Units or which carry rights to subscribe for or purchase
any C&P Units or part thereof) in any depository receipt facility; enter into a transaction which is
designed or which may reasonably be expected to result in any of the above or publicly announce any
154
intention to do any of the above, during the First Lock-up Period, and the same restrictions will apply
in respect of its effective interest in 50.0% of the C&P Units during the Second Lock-up Period. The
restriction described in the preceding paragraph does not apply to:
the creation of a charge over the C&P Units or otherwise grant of security over or creation of any
encumbrance over the C&P Units, provided that such charge, security or encumbrance can only
be enforced in respect of not more than 50% of the C&P Units after the end of the First Lock-up
Period, or (as the case may be) in respect of all of the C&P Units after the Second Lock-up Period;
and
the transfer or disposal of shares of the Sponsor held by C&P.
Relevant C&P Shareholders
Subject to the exceptions described below, the Relevant C&P Shareholders, have each agreed that
they will provide an undertaking to the Joint Global Coordinators and the Issue Managers that he/she/it
will not, without the prior written consent of the Joint Global Coordinators and the Issue Managers (such
consent not to be unreasonably withheld or delayed), directly or indirectly, offer, sell or contract to sell,
grant any option to purchase, grant security over, encumber or otherwise dispose of any or all of the
Relevant C&P Shareholder Lock-up Units (or any securities convertible into or exchangeable for the
Relevant C&P Shareholder Lock-up Units or which carry rights to purchase the Relevant C&P
Shareholder Lock-up Units or part thereof); enter into any transaction (including a derivative
transaction) with a similar economic effect to the foregoing; deposit any Relevant C&P Shareholder
Lock-up Units (or any securities convertible into or exchangeable for any Relevant C&P Shareholder
Lock-up Units or which carry rights to subscribe for or purchase any Relevant C&P Shareholder
Lock-up Units or part thereof) in any depository receipt facility; enter into a transaction which is
designed or which may reasonably be expected to result in any of the above or publicly announce any
intention to do any of the above, during the First Lock-up Period, and the same restrictions will apply
in respect of 50.0% of the Relevant C&P Shareholder Lock-up Units during the Second Lock-up Period.
The restriction described in the preceding paragraph does not apply to the creation of a charge over the
Relevant C&P Shareholder Lock-up Units or otherwise grant of security over or creation of any
encumbrance over the Relevant C&P Shareholder Lock-up Units, provided that such charge, security
or encumbrance can only be enforced in respect of not more than 50.0% of the Relevant C&P
Shareholder Lock-up Units after the end of the First Lock-up Period, or (as the case may be) in respect
of all of the Relevant C&P Shareholder Lock-up Units after the Second Lock-up Period.
ARA
Subject to the exception described below, ARA has agreed with the Joint Global Coordinators and the
Issue Managers that it will not, without the prior written consent of the Joint Global Coordinators and
the Issue Managers (such consent not to be unreasonably withheld or delayed), directly or indirectly,
offer, sell or contract to sell grant any option to purchase, grant security over, encumber or otherwise
dispose of any or all of its effective interest in the ARA Units (or any securities convertible into or
exchangeable for the ARA Units or which carry rights to purchase the ARA Units or part thereof); enter
into any transaction (including a derivative transaction) with a similar economic effect to the foregoing;
deposit any ARA Units (or any securities convertible into or exchangeable for any ARA Units or which
carry rights to subscribe for or purchase any ARAUnits or part thereof) in any depository receipt facility;
enter into a transaction which is designed or which may reasonably be expected to result in any of the
above or publicly announce any intention to do any of the above, during the First Lock-up Period, and
the same restrictions will apply in respect of the ARAs effective interest in 50.0% of the ARA Units
during the Second Lock-up Period.
The restriction described in the preceding paragraph does not apply to the creation of a charge over the
ARA Units or otherwise grant of security over or creation of any encumbrance over the ARA Units,
155
provided that such charge, security or encumbrance can only be enforced in respect of not more than
50% of the ARA Units after the end of the First Lock-up Period, or (as the case may be) in respect of
all of the ARA Units after the Second Lock-up Period.
ARA Real Estate Investors V Limited
Subject to the exception described below, ARA Real Estate Investors V Limited has agreed with the
Joint Global Coordinators and the Issue Managers that it will not, without the prior written consent of
the Joint Global Coordinators and the Issue Managers (such consent not to be unreasonably withheld
or delayed), directly or indirectly, offer, sell or contract to sell grant any option to purchase, grant
security over, encumber or otherwise dispose of any or all of its effective interest in the ARA Units (or
any securities convertible into or exchangeable for the ARA Units or which carry rights to purchase the
ARA Units or part thereof); enter into any transaction (including a derivative transaction) with a similar
economic effect to the foregoing; deposit any ARA Units (or any securities convertible into or
exchangeable for any ARA Units or which carry rights to subscribe for or purchase any ARA Units or
part thereof) in any depository receipt facility; enter into a transaction which is designed or which may
reasonably be expected to result in any of the above or publicly announce any intention to do any of
the above, during the First Lock-up Period, and the same restrictions will apply in respect of the ARA
Real Estate Investors V Limiteds effective interest in 50.0% of the ARA Units during the Second
Lock-up Period.
The restriction described in the preceding paragraph does not apply to:
the creation of a charge over the ARA Units or otherwise grant of security over or creation of any
encumbrance over the ARA Units, provided that such charge, security or encumbrance can only
be enforced in respect of not more than 50% of the ARA Units after the end of the First Lock-up
Period, or (as the case may be) in respect of all of the ARAUnits after the Second Lock-up Period;
or
the transfer of any ARA Units to any wholly-owned subsidiaries of ARA.
The Manager
Subject to the exceptions described below, the Manager has agreed with the Joint Global Coordinators
and the Issue Managers that it will not (and will not cause or permit CLT to), for the First Lock-up Period,
directly or indirectly, without the prior written consent of the Joint Global Coordinators and the Issue
Managers (such consent not to be unreasonably withheld or delayed), offer, issue, sell, contract to
issue or sell or otherwise dispose of any Units (or any securities convertible into or exchangeable for
Units or which carry rights to subscribe for or purchase Units or part thereof), or enter into a transaction
(including a derivative transaction) with a similar economic effect to the foregoing, deposit any Units (or
any securities convertible or exchangeable for Units or which carry rights to subscribe for or purchase
Units or part thereof) in any depository receipt facility, enter into a transaction which is designed or
which may reasonably be expected to result in any of the above, or publicly announce any intention to
do any of the foregoing transactions.
The restrictions described in the preceding paragraph do not apply to issuance of Units to be offered
under the Offering, the Consideration Units, the ARA Units, the Cornerstone Units and the issuance of
Units to the Manager in payment of any fees payable to the Manager under the Trust Deed.
If, for any reason, the Offering is not completed within three months from the date of registration of the
final prospectus, the lock-up arrangements described above will be terminated.
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SGX-ST LISTING
CLT has received a letter of eligibility from the SGX-ST for the listing and quotation of the Units on the
Main Board of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any
statements or opinions made or reports contained in this Prospectus. Admission to the Official List of
the SGX-ST is not to be taken as an indication of the merits of the Offering, CLT, the Manager or the
Units. It is expected that the Units will commence trading on the SGX-ST on a ready basis on or about
12 April 2010.
Prior to this Offering, there has been no trading market for the Units. There can be no assurance that
an active trading market will develop for the Units, or that the Units will trade in the public market
subsequent to this Offering at or above the Offering Price.
ISSUE EXPENSES
The estimated amount of the expenses in relation to the Offering and the issuance of Cornerstone Units
of S$30.8 million includes the Underwriting, Selling and Management Commission, professional and
other fees and all other incidental expenses in relation to the Offering and the issuance of Cornerstone
Units, which will be borne by CLT. A breakdown of these estimated expenses is as follows:
(S$000)
Professional and other fees
(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,566
Underwriting, Selling and Management Commissions
(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . 18,692
Miscellaneous Offering expenses
(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,543
Total estimated expenses of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,801
Notes:
(1) Includes debt upfront fees, solicitors fees and fees for the Independent Reporting Accountants, KPMG Tax Services Pte Ltd
as the Independent tax adviser (the Independent Tax Adviser), both of the Independent Valuers and other professionals
fees and other expenses.
(2) Such commissions represent a maximum of 4.0% of the total proceeds of the Offering (inclusive of maximum of 0.5%
discretionary incentive fee) and the proceeds raised from the issuance of Cornerstone Units. The discretionary incentive fee
is payable at the Managers discretion.
(3) Includes cost of prospectus production, road show expenses and certain other expenses incurred or to be incurred in
connection with the Offering.
DISTRIBUTION AND SELLING RESTRICTIONS
None of the Manager, the Sponsor, the Joint Global Coordinators or the Issue Managers have taken
any action, or will take any action, in any jurisdiction other than Singapore that would permit a public
offering of Units, or the possession, circulation or distribution of this Prospectus or any other material
relating to the Offering in any jurisdiction other than Singapore where action for that purpose is
required.
Accordingly, each purchaser of the Units may not offer or sell, directly or indirectly, any Units and may
not distribute or publish this Prospectus or any other offering material or advertisements in connection
with the Units in or from any country or jurisdiction except in compliance with any applicable rules and
regulations of such country or jurisdiction.
157
Each purchaser of the Units is deemed to have represented and agreed that it will comply with the
selling restrictions set out below for each of the following jurisdictions:
United States
The Units have not been and will not be registered under the Securities Act and may not be offered or
sold except in offshore transactions as defined in and in reliance on Regulation S or pursuant to
another exemption from, or in a transaction not subject to, the registration requirements under the
Securities Act.
Until 40 days after the commencement of the offering of the Units, an offer or sale of the Units within
the United States by any dealer (whether or not participating in the Offering) may violate the registration
requirements of the Securities Act.
Australia
This Prospectus has not been, and will not be, lodged with the Australian Securities and Investments
Commission as a disclosure document for the purposes of the Corporations Act 2001. This Prospectus
does not purport to include the information required of a disclosure document under Chapter 6D of the
Corporations Act 2001.
Any Units issued upon acceptance of the offer may not be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under Chapter 6D of the Corporations Act
2001 or unless a disclosure document that complies with the Act is lodged with the Australian Securities
and Investments Commission.
Each investor acknowledges the above and, by applying for Units under this Prospectus, gives an
undertaking not to sell those Units (except in the circumstances referred to above) for 12 months after
their issue.
Bahrain
No offer of Units is being made to the public in the Kingdom of Bahrain. This Prospectus is intended
to be read by the addressee only and it may not be shown to, passed to or made available to the public
generally in the Kingdom of Bahrain.
European Economic Area
In relation to each member state of the European Economic Area (EEA) which has implemented the
Prospectus Directive (each, a Relevant Member State), offers of the Units which are the subject of
the offering contemplated by the Prospectus may not be made to the public in that Relevant Member
State except that an offer to the public in that Relevant Member State of an offering of the Units may
be made at any time under the following exemptions under the Prospectus Directive, if they have been
implemented in that Relevant Member State:
to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
to any legal entity which has two or more of: (i) an average of at least 250 employees during the
last financial year; (ii) a total balance sheet of more than C43,000,000; and (iii) an annual net
turnover of more than C50,000,000, as shown in its last annual or consolidated accounts;
158
by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospective Directive); or
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Units shall require the publication of a prospectus pursuant to Article
3 of the Prospectus Directive.
For the purposes of this provision, the expression an offer of the Units to the public in relation to
any Units in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Units to be offered so as to enable an investor
to decide to purchase or subscribe the Units, as the same may be varied in that Relevant Member State
by any measure implementing the Prospectus Directive in that Relevant Member State, and the
expression Prospectus Directive means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
Hong Kong
Each purchaser of Units agrees that:
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
Units other than to professional investors as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that ordinance; and
it has not issued or had in its possession for the purposes of issue, and will not issue or have in
its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the Units, which is directed at, or the contents of which are likely
to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to Units which are or are intended to be
disposed of only to persons outside Hong Kong or only to professional investors as defined in
the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that
ordinance.
Malaysia
No approval from the Securities Commission of Malaysia has been applied for or will be obtained for
the offer for subscription or purchase or invitation to subscribe for or purchase the Units under the
Capital Markets and Services Act 2007. Neither has a Prospectus been or will be registered with the
Securities Commission of Malaysia in connection with the issue, offer for subscription or purchase or
invitation to subscribe for or purchase the Units in Malaysia. Accordingly, this Prospectus or any
amendment or supplement hereto or any other offering document in relation to the Units may not be
distributed in Malaysia directly or indirectly for the purpose of any offer of the Units and no person may
offer for subscription or purchase any of the Units directly or indirectly to anyone in Malaysia.
Saudi Arabia
This Prospectus may not be distributed in Saudi Arabia except to such persons as are permitted under
the Investment Fund Regulations issued by the Capital Market Authority. It should not be distributed to
any other person, or relied upon by any other person.
The offer of Units may not be offered other than as a Private Placement (for example, if the Units are
offered to no more than two hundred (200) offerees in the Saudi Arabia and the minimum amount
payable per offeree is not less than Saudi Riyals 1 million or an equivalent amount) under the Saudi
Arabian Investment Fund Regulations, as enacted by Resolution of the Board of the Capital Market
159
Authority No. 1-219-2006 dated 3/12/1427 H / 24 December 2006 (the IFR), and through an
authorized person, as defined in the Glossary of Defined Terms used in the Regulations and Rules of
the Capital Market Authority, as enacted by Resolution of the Board of the Capital Market Authority No.
4-11-2004 dated 20/8/1425 H / 4 October 2004, as amended.
Any investor who has acquired Units pursuant to this Offering may not offer or sell those Units to any
person unless such offer or sale is made in compliance with Article 4(g) of the IFR.
The Saudi Arabian Capital Market Authority does not make any representation as to the accuracy or
completeness of this Prospectus, and expressly disclaims any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of this Prospectus. Prospective purchasers of the Units
hereby should conduct their own due diligence on the accuracy of the information relating to such Units.
If you do not understand the contents of this Prospectus you should consult an authorized person, as
defined in the Glossary of Defined Terms used in the Regulations and Rules of the Capital Market
Authority, as enacted by Resolution of the Board of the Capital Market Authority No. 4-11-2004 dated
20/8/1425 H / 4 October 2004, as amended.
United Arab Emirates
The Units have not been, and are not being, publicly offered, sold, promoted or advertised in the United
Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the
laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue,
offering and sale of securities. Further, this Prospectus does not constitute a public offer of securities
in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to
be a public offer. This Prospectus has not been approved by or filed with the Central Bank of the United
Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.
United Kingdom
In addition to restrictions applicable to the EEA, no Units may be offered or sold to the public in the
United Kingdom nor may any request be made for the admission of the Units to trading on a regulated
market situated or operating in the United Kingdom prior to a Prospectus (as defined in the Prospectus
Directive) having been approved by the UK Listing Authority and made available in accordance with the
Financial Services and Markets Act 2000 (the FSMA) and the Financial Services Authority rules
introduced to implement the Prospectus Directive in the United Kingdom.
All applicable provisions of the FSMA must be complied with, with respect to anything done in relation
to the Units and a Prospectus in, from or otherwise involving the United Kingdom.
Invitations or inducements to engage in investment activity (within the meaning of Section 21 of the
FSMA) in connection with the issue or sale of the Units may only be communicated or caused to be
communicated in circumstances in which Section 21(1) of the FSMA does not apply.
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CLEARANCE AND SETTLEMENT
INTRODUCTION
A letter of eligibility has been obtained from the SGX-ST for the listing and quotation of the Units. For
the purpose of trading on the SGX-ST, a board lot for the Units will comprise 1,000 Units.
Upon listing and quotation on the SGX-ST, the Units will be traded under the electronic book-entry
clearance and settlement system of CDP. All dealings in and transactions of the Units through the
SGX-ST will be effected in accordance with the terms and conditions for the operation of Securities
Accounts, as amended from time to time.
CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws of
Singapore and acts as a depository and clearing organisation. CDP holds securities for its account-
holders and facilitates the clearance and settlement of securities transactions between account-holders
through electronic book-entry changes in the Securities Accounts maintained by such accountholders
with CDP.
It is expected that the Units will be credited into the Securities Accounts of applicants for the Units within
four Market Days after the closing date for applications for the Units.
CLEARANCE AND SETTLEMENT UNDER THE DEPOSITORY SYSTEM
The Units will be registered in the name of CDP or its nominee and held by CDP for and on behalf of
persons who maintain, either directly or through depository agents, Securities Accounts with CDP.
Persons named as direct Securities Account holders and depository agents in the depository register
maintained by CDP will be treated as Unitholders in respect of the number of Units credited to their
respective Securities Accounts.
Transactions in the Units under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Units sold and the buyers Securities Account
being credited with the number of Units acquired and no transfer stamp duty is currently payable for the
transfer of Units that are settled on a book-entry basis.
Units credited to a Securities Account may be traded on the SGX-ST on the basis of a price between
a willing buyer and a willing seller. Units credited into a Securities Account may be transferred to any
other Securities Account with CDP, subject to the terms and conditions for the operation of Securities
Accounts and a S$10.00 transfer fee payable to CDP. All persons trading in the Units through the
SGX-ST should ensure that the relevant Units have been credited into their Securities Account, prior
to trading in such Units, since no assurance can be given that the Units can be credited into the
Securities Account in time for settlement following a dealing. If the Units have not been credited into the
Securities Account by the due date for the settlement of the trade, the buy-in procedures of the SGX-ST
will be implemented.
CLEARING FEE
A clearing fee for the trading of Units on the SGX-ST is payable at the rate of 0.04% of the transaction
value, subject to a maximum of S$600.00 per transaction. The clearing fee, deposit fee and unit
withdrawal fee may be subject to the prevailing GST.
Dealings in the Units will be carried out in Singapore dollars and will be effected for settlement in CDP
on a scripless basis. Settlement of trades on a normal ready basis on the SGX-ST generally takes
place on the third Market Day following the transaction date. CDP holds securities on behalf of investors
in Securities Accounts. An investor may open a direct account with CDP or a sub-account with any CDP
depository agent. A CDP depository agent may be a member company of the SGX-ST, bank, merchant
bank or trust company.
161
EXPERTS
KPMG LLP, the Independent Reporting Accountants, were responsible for preparing the Independent
Accountants Report on the Profit Forecast and Profit Projection and the Independent Accountants
Report on the Unaudited Pro Forma Balance Sheet as at the Listing Date found in Appendix A and
Appendix B of this Prospectus respectively.
KPMG Tax Services Pte Ltd, the Independent Tax Adviser, was responsible for preparing the
Independent Taxation Report found in Appendix D of this Prospectus.
CBRE and Knight Frank, the Independent Valuers, were responsible for preparing the Independent
Property Valuation Summary Reports found in Appendix E of this Prospectus.
DTZ Debenham Tie Leung (SEA) Pte Ltd, the Independent Market Research Consultant, was
responsible for preparing the Independent Logistics Property Market Research Report found in
Appendix F of this Prospectus.
The Independent Reporting Accountants, the Independent Tax Adviser, the Independent Valuers and
the Independent Market Research Consultant have each given and have not withdrawn their written
consents to the issue of this Prospectus with the inclusion herein of their names and their respective
write-ups and reports and all references thereto in the form and context in which they respectively
appear in this Prospectus, and to act in such capacity in relation to this Prospectus.
None of Allen & Gledhill LLP, Allen & Overy LLP or Shook Lin & Bok LLP, makes, or purports to make,
any statement in this Prospectus and none of them is aware of any statement in this Prospectus which
purports to be based on a statement made by it and it makes no representation, express or implied,
regarding, and takes no responsibility for, any statement in or omission from this Prospectus.
162
GENERAL INFORMATION
(1) The Profit Forecast and Profit Projection contained in Profit Forecast and Profit Projection have
been stated by the directors of the Manager after due and careful enquiry.
MATERIAL BACKGROUND INFORMATION
(2) There are no legal or arbitration proceedings pending or, so far as the Directors are aware,
threatened against the Manager the outcome of which, in the opinion of the Directors, may have
or have had during the 12 months prior to the date of this Prospectus, a material adverse effect
on the financial position of the Manager.
(3) There are no legal or arbitration proceedings pending or, so far as the Directors are aware,
threatened against CLT the outcome of which, in the opinion of the Directors, may have or have
had during the 12 months prior to the date of this Prospectus, a material adverse effect on the
financial position (on a pro forma basis) of CLT.
(4) The name, age and address of each of the Directors are set out in The Manager and Corporate
Governance Directors of the Manager. A list of the present and past directorships of each
Director and executive officer of the Manager over the last five years preceding the Latest
Practicable Date is set out in Appendix H, List of Present and Past Principal Directorships of
Directors and Executive Officers.
(5) There is no family relationship among the Directors and executive officers of the Manager.
(6) Save as disclosed below, none of the Directors or executive officers of the Manager is or was
involved in any of the following events:
(i) at any time during the last 10 years, an application or a petition under any bankruptcy laws
of any jurisdiction filed against him or against a partnership of which he was a partner at the
time when he was a partner or at any time within two years from the date he ceased to be
a partner;
(ii) at any time during the last 10 years, an application or a petition under any law of any
jurisdiction filed against an entity (not being a partnership) of which he was a director or an
equivalent person or a key executive, at the time when he was a director or an equivalent
person or a key executive of that entity or at any time within two years from the date he
ceased to be a director or an equivalent person or a key executive of that entity, for the
winding up or dissolution of that entity or, where that entity is the trustee of a business trust,
that business trust, on the ground of insolvency;
(iii) any unsatisfied judgment against him;
(iv) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty which
is punishable with imprisonment, or has been the subject of any criminal proceedings
(including any pending criminal proceedings of which he is aware) for such purpose;
(v) a conviction of any offence, in Singapore or elsewhere, involving a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere, or has been the subject of any criminal proceedings (including any pending
criminal proceedings of which he is aware) for such breach;
(vi) at any time during the last 10 years, judgment been entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
163
finding of fraud, misrepresentation or dishonesty on his part, or any civil proceedings
(including any pending civil proceedings of which he is aware) involving an allegation of
fraud, misrepresentation or dishonesty on his part;
(vii) a conviction in Singapore or elsewhere of any offence in connection with the formation or
management of any entity or business trust;
(viii) disqualification from acting as a director or an equivalent person of any entity (including the
trustee of a business trust), or from taking part directly or indirectly in the management of any
entity or business trust;
(ix) any order, judgment or ruling of any court, tribunal or governmental body permanently or
temporarily enjoining him from engaging in any type of business practice or activity;
(x) to his knowledge, been concerned with the management or conduct, in Singapore or
elsewhere, of the affairs of:
(a) any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(b) any entity (not being a corporation) which has been investigated for a breach of any law
or regulatory requirement governing such entities in Singapore or elsewhere;
(c) any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(d) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere, in connection with any matter occurring or arising during the period when
he was so concerned with the entity or business trust; or
(xi) the subject of any current or past investigation or disciplinary proceedings, or has been
reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or government agency, whether in Singapore or elsewhere.
In relation to paragraph 6(x) above, Mr Lim Ah Doo was a non-executive independent
commissioner of PT Indosat Tbk from December 2002 to August 2008 and chairman of its audit
committee from June 2004 to June 2008. In November 2007, PT Indosat Tbk along with nine other
Indonesian telecommunications companies were investigated by Indonesias anti competition
authority, KPPU, on allegations of price-fixing of SMS and breach of Anti-monopoly Laws of
Indonesia. No violation of the Anti-monopoly Laws or price-fixing of SMS was found against PT
Indosat Tbk.
In relation to paragraph 6(x) above, Mr Lim Ah Doo was the president of RGM International Pte.
Ltd. (which is now known as RGE Pte. Ltd.) from October 2003 to June 2007 and the
non-executive vice chairman of RGM International Pte. Ltd. from June 2007 to November 2008.
He was also the acting president of AAA Oils & Fats Pte. Ltd. from June 2007 to November 2007
and the non-executive deputy chairman of AAA Oils & Fats Pte. Ltd. from November 2007 to
November 2008. RGE Pte. Ltd. provides strategy services and support to a global group of
independent companies (the RGE Group) operating in the resources development sector. Asian
Agri is a member of the RGE Group and AAAOils & Fats Pte. Ltd. is a member of Asian Agri. Each
business group of the RGE Group operates independently with its own holding company and
directors responsible for the operations of that group. Certain Indonesian companies of Asian Agri
operating in Indonesia were investigated by the tax authorities of Indonesia in November 2006 for
alleged non-payment of certain taxes. These companies obtained rulings by both the District
Court and Supreme Court of Indonesia that the seizure of documents by the tax authorities were
164
not legally binding and unenforceable. The tax authorities of Indonesia had not confirmed any
findings of breach of law at the time when Mr Lim left the RGE Group in November 2008. Mr Lim
was not a member of the board nor was he concerned with the management of the companies
under investigation.
MISCELLANEOUS
(7) The financial year-end of CLT is 31 December. The annual audited financial statements of CLT will
be prepared and sent to Unitholders within four months of the financial year-end and at least 14
days before the annual general meeting of the Unitholders.
(8) Afull valuation of each of the real estate assets held by CLT will be carried out at least once a year
in accordance with the Property Funds Appendix. Generally, where the Manager proposes to
issue new Units (except in the case where new Units are being issued in payment of the
Managers management fees) or to redeem existing Units, a valuation of the real properties held
by CLT must be carried out in accordance with the Property Funds Appendix. The Manager or the
Trustee may at any other time arrange for the valuation of any of the real properties held by CLT
if it is of the opinion that it is in the best interest of Unitholders to do so.
(9) While CLT is listed on the SGX-ST, investors may check the SGX-ST website [Link]
for the prices at which Units are being traded on the SGX-ST. Investors may also check one or
more major Singapore newspapers such as The Straits Times, The Business Times and Lianhe
Zaobao, for the price range within which Units were traded on the SGX-ST on the preceding day.
(10) The Manager does not intend to receive soft dollars (as defined in the CIS Code) in respect of
CLT. Save as disclosed in this Prospectus, unless otherwise permitted under the Listing Manual,
neither the Manager nor any of its Associates will be entitled to receive any part of any brokerage
charged to CLT, or any part of any fees, allowances or benefits received on purchases charged
to CLT.
MATERIAL CONTRACTS
(11) The dates of, parties to, and general nature of every material contract which the Trustee has
entered into within the two years preceding the date of this Prospectus (not being contracts
entered into in the ordinary course of the business of CLT) are as follows:
(i) the Trust Deed;
(ii) the CWT ROFR;
(iii) the C&P ROFR;
(iv) the Sale and Purchase Agreements;
(v) the Property Management Agreement;
(vi) the Master Lease Agreements; and
(vii) the Corporate Guarantees.
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DOCUMENTS FOR INSPECTION
(12) Copies of the following documents are available for inspection at the registered office of the
Manager at 6 Temasek Boulevard, #16-02 Suntec Tower Four, Singapore 038986, for a period of
six months from the date of this Prospectus:
(i) the material contracts referred to in paragraph 11 above, save for the Trust Deed (which will
be available for inspection for so long as CLT is in existence);
(ii) the Independent Accountants Report on the Profit Forecast and Profit Projection as set out
in Appendix A of this Prospectus;
(iii) the Independent Accountants Report on the Unaudited Pro Forma Balance Sheet as at the
Listing Date as set out in Appendix B of this Prospectus;
(iv) the Unaudited Pro Forma Balance Sheet as at the Listing Date as set out in Appendix C of
this Prospectus;
(v) the Independent Taxation Report as set out in Appendix D of this Prospectus;
(vi) the Independent Property Valuation Summary Reports as set out in Appendix E of this
Prospectus as well as the full valuation reports for each of the Properties;
(vii) the Independent Logistics Property Market Research Report set out in Appendix F of this
Prospectus;
(viii) the written consents of the Independent Reporting Accountants, both the Independent
Valuers, the Independent Market Research Consultant and the Independent Tax Adviser
(see Experts);
(ix) the undertaking of the Manager to the MAS covenanting, among others, not to deal in the
Units during certain stipulated periods (see The Manager and Corporate Governances
Dealings in Units);
(x) the ARA Subscription Agreement (as defined herein);
(xi) the Cornerstone Subscription Agreements (as defined herein); and
(xii) the Depository Services Agreement.
CONSENTS OF THE JOINT GLOBAL COORDINATORS AND THE ISSUE MANAGERS
(13) Macquarie Capital Securities (Singapore) Pte. Limited, Standard Chartered Securities
(Singapore) Pte. Limited and DBS have each given and not withdrawn its written consent to being
named in this Prospectus as a Joint Global Coordinator, Bookrunner and Underwriter to the
Offering.
(14) Macquarie Capital (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte.
Limited and DBS have each given and not withdrawn its written consent to being named in this
Prospectus as an Issue Manager to the Offering.
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WAIVERS FROM THE SGX-ST
(15) The Manager has obtained from the SGX-ST waivers from compliance with the following listing
rules under the Listing Manual:
(i) Rule 404(3), which relates to restrictions on investments subject to compliance with the CIS
Code;
(ii) Rule 404(5), which requires the management company to be reputable and have an
established track record in managing investments;
(iii) Rule 407(4), which requires the submission of the financial track record of the investment
manager and investment adviser and persons employed by them;
(iv) Rule 409(3), which requires the annual accounts of CLT for each of the last five financial
years to be submitted to the SGX-ST together with the application to the SGX-ST for the
listing of CLT;
(v) Rule 609(b), which requires the disclosure in this Prospectus of the pro forma profit and loss
statement of CLT for the latest three financial years and for the most recent interim period
as if CLT had been in existence at the beginning of the period reported on, as well as the pro
forma balance sheet as at the date to which the most recent pro forma profit and loss
statement has been made up; and
(vi) Rule 705(2)(b), which requires the announcement of quarterly financial statements not later
than 45 days after the quarter ended 31 March 2010.
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GLOSSARY
% : Per centum or percentage
3PLs : Third party logistics service providers
Aggregate Leverage : The total borrowings and deferred payments for assets of CLT
ALPS : Airport Logistics Park of Singapore
Application Forms : The printed application forms to be used for the purpose of the
Offering and which form part of this Prospectus
Application List : The list of applicants subscribing for Units which are the subject
of the Public Offer
ARA : ARA Asset Management Limited
ARA Subscription
Agreement
: The subscription agreement entered into between the Manager
and ARA Real Estate Investors V Limited, an indirect wholly-
owned subsidiary of ARA, dated 18 March 2010 to subscribe for
the ARA Units
ARA Units : 11,905,000 Units subscribed by ARA Real Estate Investors V
Limited, an indirect wholly-owned subsidiary of ARA
Asia-Pacific : For the purposes of CLTs investment mandate, refers to
Singapore, Malaysia, Indonesia, Philippines, Thailand, Vietnam,
China, India, Hong Kong, Macau, Taiwan, Japan, Korea,
Australia and New Zealand
Associate : Has the meaning ascribed to it in the Listing Manual
Authority or MAS : Monetary Authority of Singapore
ATM : Automated teller machine
Base Fee : 0.5% per annum of the value of the Consolidated Assets payable
to the Manager
Board : The board of directors of the Manager
Business Day : Any day (other than a Saturday, Sunday or gazetted public
holiday) on which commercial banks are open for business in
Singapore and the SGX-ST is open for trading
C&P : C&P Holdings Pte Ltd
C&P Changi Districentre 2
JTC Lease
: The registered Lease No. IA/331161L comprised in Certificate of
Title (SUB) Volume 639 Folio 123 and varied by a Variation of
Lease No. 1B/517901W issued by JTC for a term of 30 years
commencing from 16 February 1996 in relation to C&P Changi
Districentre 2
C&P Changi Districentre
Anchor Tenant
: The anchor tenant of C&P Changi Districentre, being Nippon
Express (Singapore) Pte Ltd
168
C&P Changi Districentre
First Offer
: In relation to the C&P Changi Districentre JTC Lease, means the
offer to surrender the Property and the remaining lease term to
JTC
C&P Changi Districentre
JTC Lease
: The registered Lease No. IB/239950F comprised in Certificate of
Title (SUB) Volume 663 Fol 101 issued by JTC for a term of 30
years commencing from 16 August 2005 in relation to C&P
Changi Districentre
C&P Changi Districentre
Minimum Occupation
Requirement
: The requirement that C&P Distribution Pte. Ltd. shall ensure that
the C&P Changi Districentre Anchor Tenant occupies at least
50% of the total build-up area of the Property for the period of five
years from the date of issuance of the TOP
C&P Changi Districentre
Second Offer
: In relation to the C&P Changi Districentre JTC Lease, means the
offer to sell the Property and the remaining lease term to the C&P
Changi Districentre Anchor Tenant
C&P Proposed Acquisition : In relation to the C&P ROFR, means any proposed offer of sale
by a third party to a C&P Relevant Entity of any C&P Relevant
Asset
C&P Proposed Disposal : In relation to the C&P ROFR, means any proposed offer by a
C&P Relevant Entity to dispose of any interest in any C&P
Relevant Asset which is wholly-owned by the C&P Relevant
Entity
C&P Relevant Asset : In relation to the C&P ROFR, means an income-producing real
estate located in Singapore, Malaysia, Indonesia, Philippines,
Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,
Japan, Korea, Australia and New Zealand, which is used
primarily for logistics purposes. Where such real estate is held by
a C&P Relevant Entity through a SPV established solely to own
such real estate, the term C&P Relevant Asset shall refer to the
shares or equity interests, as the case may be, in that SPV
C&P Relevant Entity : In relation to the C&P ROFR, means C&P or any of its
subsidiaries (as defined in the Companies Act), and where such
subsidiaries are not wholly-owned by C&P, whether directly or
indirectly, and whose other shareholder(s) is/are third party(ies)
(i.e. parties which are not subject to the C&P ROFR), such
subsidiaries will be subject to the C&P ROFR only upon obtaining
the consent of such third parties, and in this respect, C&P shall
use best endeavours to obtain such consent
C&P ROFR : The right of first refusal granted by C&P to the Trustee on
18 March 2010
C&P Ultimate
Shareholders
: Loi Pok Yen, Loi Kai Meng, Lim Lay Khia (also known as Lim Lay
Choo), Loi Win Yen, Liao Chung Lik, Stanley K K Liao, Chuang
Yong Hoon, Liao Chung Chi, Liao Chung Hui and Loi Yan Yi
C&P Units : 11,905,000 Consideration Units that C&P will hold as at the
Listing Date
CAGR : Compound annual growth rate
169
CBRE : CB Richard Ellis (Pte) Ltd
CDP : The Central Depository (Pte) Limited
CIS Code : The Code on Collective Investment Schemes issued by the MAS
CLT : Cache Logistics Trust, a REIT established in Singapore and
constituted by the Trust Deed
CMS Licence : Capital markets services licence
Companies Act : Companies Act, Chapter 50 of Singapore
Consideration Units : The 89,286,000 Units to be issued to the Sponsor and C&P as
part consideration for the acquisition of CWT Cold Hub and C&P
Changi Districentre 2 respectively
Consolidated Assets : Means the consolidated assets of CLT and its subsidiaries,
SPVs, associates and joint ventures as defined under generally
accepted accounting principles in Singapore. For the purposes of
calculating the Base Fee, consolidated assets of associates and
the Consolidated Investments shall include all the assets of the
associate and the Consolidated Investment, pro-rated, to the
proportion of CLTs effective interest in the relevant associate or
Consolidated Investment. The determination of whether an
investment is considered to be a subsidiary or associate of CLT
shall be determined by the Manager in consultation with the
auditors taking into account the generally accepted accounting
principles in Singapore
Consolidated Investment : Means the authorised investments of CLT in listed or unlisted
share or stock of property companies
Cornerstone Investors : JF Asset Management Limited and Morgan Stanley Investment
Management Company
Cornerstone Subscription
Agreements
: The subscription agreements entered into between the Manager
and the Cornerstone Investors to subscribe for the Cornerstone
Units
Cornerstone Units : The 56,901,000 Units to be issued to the Cornerstone Investors
Corporate Guarantees : The corporate guarantees provided by C&P to the Trustee in
connection with the lease obligations of C&P Land Pte. Ltd. and
C&P Distribution Pte. Ltd. during the term of the Master Leases in
respect of Schenker Megahub, C&P Changi Districentre and
Hi-Speed Logistics Centre
CPF : Central Provident Fund
CSC : Certificate of Statutory Completion
CWT : CWT Limited
CWT Cold Hub JTC Lease : The registered Lease No. IB/285496E comprised in Certificate of
Title (SUB) Volume 665 Folio 186 issued by JTC for a term of 30
years commencing from 20 December 2005 in relation to CWT
Cold Hub
170
CWT Commodity Hub
Building Agreement
: The building agreement dated 21 November 2006 whereby JTC
agreed to grant to CWT a lease for a term of 29 years
commencing from 19 August 2006 in relation to CWT Commodity
Hub
CWT Commodity Hub
Individual Lease
Agreements
: The three separate lease agreements which will be entered into
by CWT (as tenant) in respect of specific premises in CWT
Commodity Hub, in the event that the Master Lease Agreement
for CWT Commodity Hub is not renewed at the expiry of its initial
five-year term. The terms of the three separate lease
agreements, which will commence at the expiration of the initial
Master Lease term, will range from one to five years
CWT Commodity Hub
Prohibition Period
: In relation to the CWT Commodity Hub Building Agreement,
means the period wherein the lessee is not allowed to demise,
assign, charge, create a trust or agency, mortgage, let, sublet,
underlet, grant a licence or part with or share the possession or
occupation of the Property
CWT Proposed
Acquisition
: In relation to the CWT ROFR, means any proposed offer of sale
by a third party to a CWT Relevant Entity of any CWT Relevant
Asset
CWT Proposed Disposal : In relation to the CWT ROFR, means any proposed offer by a
CWT Relevant Entity to dispose of any interest in any CWT
Relevant Asset which is wholly-owned by the CWT Relevant
Entity
CWT Relevant Asset : In relation to the CWT ROFR, means an income-producing real
estate located in Singapore, Malaysia, Indonesia, Philippines,
Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,
Japan, Korea, Australia and New Zealand, which is used
primarily for logistics purposes. Where such real estate is held by
a CWT Relevant Entity through a SPV established solely to own
such real estate, the term CWT Relevant Asset shall refer to the
shares or equity interests, as the case may be, in that SPV
CWT Relevant Entity : In relation to the CWT ROFR, means CWT or any of its
subsidiaries (as defined in the Companies Act) and where such
subsidiaries are not wholly-owned by CWT, whether directly or
indirectly, and whose other shareholder(s) is/are third party(ies)
(i.e. parties which are not subject to the CWT ROFR), such
subsidiaries will be subject to the CWT ROFR only upon
obtaining the consent of such third parties, and in this respect,
CWT shall use best endeavours to obtain such consent
CWT ROFR : The right of first refusal granted by CWT to the Trustee on 18
March 2010
DBS : ASingapore incorporated company, that is regulated by the MAS,
whose primary business is the provision of financial services
Deposited Property : All the assets of CLT, including the Properties and all the
authorised investments of CLT for the time being held or deemed
to be held upon the trusts under the Trust Deed
171
Depository Services
Agreement
: The depository services agreement dated 18 March 2010
entered into between CDP, the Manager and the Trustee relating
to the deposit of the Units in CDP
DPU : Distribution per Unit
ECP : East Coast Parkway
end-users : Entities that directly utilise the space at the Properties, which
includes customers of the Master Lessees contracted by the
Master Lessees through Service Agreements and end-customers
of the Master Lessees 3PL customers and the anchor tenants of
the Properties
Exempted Agreements : The Trust Deed, the Property Management Agreement, the Local
Property Management Agreements and the Master Lease
Agreements
Extraordinary Resolution : A resolution proposed and passed as such by a majority
consisting of 75.0% or more of the total number of votes cast for
and against such resolution at a meeting of Unitholders duly
convened and held in accordance with the provisions of the Trust
Deed
Facilities : The four-year secured transferable loan facilities of up to S$225.3
million comprising a TLF of up to S$200.3 million and a S$25.0
million RCF
First Lock-up Period : The period commencing from the date of issuance of the Units
until the date falling 180 days after the Listing Date (both dates
inclusive)
Forecast and Projection : The forecast and projected results for the Forecast Year 2010
and the Projection Year 2011
Forecast Year 2010 : 1 January 2010 to 31 December 2010
FTZ : Free trade zone
GFA : Gross floor area
Gross Revenue : Comprises income from the rental of the Properties
GST : Goods and Services Tax
Hi-Speed Logistics Centre
Anchor Tenant
: The anchor tenant of Hi-Speed Logistics Centre, being Nippon
Express (Singapore) Pte Ltd
Hi-Speed Logistics Centre
Building Agreement
: The building agreement dated 8 November 2005 whereby JTC
agreed to grant to C & P Distribution Pte. Ltd. a lease for a term
of 30 years commencing from 16 August 2005 in relation to
Hi-Speed Logistics Centre
Hi-Speed Logistics Centre
First Offer
: In relation to the Hi-Speed Logistics Centre Building Agreement,
means the offer to surrender the Property and the remaining
lease term to JTC
172
Hi-Speed Logistics Centre
Prohibition Period
: In relation to the Hi-Speed Logistics Centre Building Agreement,
means the period wherein the lessee is not allowed to assign,
charge, create a trust or agency, mortgage, let, sublet, underlet,
grant a licence or part with or share the possession or occupation
of the Property in whole or in part
Hi-Speed Logistics Centre
Second Offer
: In relation to the Hi-Speed Logistics Centre Building Agreement,
means the offer to sell the Property and the remaining lease term
to the Hi-Speed Logistics Centre Anchor Tenant
Independent Market
Research Consultant
: DTZ Debenham Tie Leung (SEA) Pte Ltd
Independent Reporting
Accountants
: KPMG LLP
Independent Tax Adviser : KPMG Tax Services Pte Ltd
Independent Valuers : CBRE and Knight Frank
Initial Portfolio : The initial portfolio of Properties held by CLT
Interested Person : Has the meaning ascribed to it in the Listing Manual
Interested Person
Transaction
: Has the meaning ascribed to it in the Listing Manual
Internal Audit Firm : The external firm to be engaged by the Board to conduct the
internal audit review
Investible Savings : The balance in a CPF Ordinary Account plus the net amounts (if
any) withdrawn for education and investment
IRAS : Inland Revenue Authority of Singapore
Issue Managers : Macquarie Capital (Singapore) Pte. Limited, Standard Chartered
Securities (Singapore) Pte. Limited and DBS
Joint Global Coordinators,
Bookrunners and
Underwriters or Joint
Global Coordinators
: Macquarie Capital Securities (Singapore) Pte. Limited, Standard
Chartered Securities (Singapore) Pte. Limited and DBS
JTC : JTC Corporation
Knight Frank : Knight Frank Pte Ltd
KN : Kilonewton
Land Acquisition Act : The Land Acquisition Act, Chapter 152 of Singapore
Latest Practicable Date : 15 March 2010, being the latest practicable date prior to the
lodgment of this Prospectus with the MAS
Listing Date : The date of admission of CLT to the Official List of the SGX-ST
Listing Manual : The Listing Manual of the SGX-ST
LME : London Metal Exchange
173
Local Property
Management Agreements
: The property management agreements which will be entered into
pursuant to the Property Management Agreement in relation to
the provision of property management services to properties of
CLT located in Singapore
Lock-up Periods : The First Lock-up Period and the Second Lock-up Period
Lock-up Units : The Sponsor Units, the C&P Units and the ARA Units
Manager : ARA-CWT Trust Management (Cache) Limited, as manager of
CLT
Market Day : A day on which the SGX-ST is open for trading in securities
Market Price : Has the meaning set out in the Trust Deed (see The Formation
and Structure of Cache Logistics Trust Issue of Units)
Master Lease Agreements : The master lease agreements entered into between the Trustee
and the Master Lessees in connection with the Master Leases
Master Leases : The master leases entered into in relation to the Properties
Master Lessees : CWT (in relation to CWT Commodity Hub and CWT Cold Hub),
C&P Land Pte. Ltd. (in relation to Schenker Megahub), C&P
Distribution Pte. Ltd. (in relation to C&P Changi Districentre and
Hi-Speed Logistics Centre) and C&P (in relation to C&P Changi
Districentre 2)
M&E : Mechanical and electrical
MRT : Mass Rapid Transit
NAV : Net asset value
Net Property Income : In relation to a real estate, for any financial year or part thereof
refers to the consolidated net property income of CLT,
subsidiaries and SPVs and joint ventures as defined under
generally accepted accounting principles in Singapore. For the
purposes of calculating the Performance Fee, Net Property
Income shall include the property income less property expenses
of CLTs associates and authorised investments in unlisted or
listed share or stock in property companies, pro-rated, to the
proportion of CLTs effective interest in the relevant associate or
Consolidated Investment. The determination of whether an
Investment is considered to be a subsidiary or associate of CLT
shall be determined by the Manager in consultation with the
auditors taking into account the generally accepted accounting
principles in Singapore
NLA : Net lettable area
Occupied GFA : The total GFA of the Initial Portfolio which is occupied by and
contracted to end-users
Offering : The offering of 474,108,000 Units by the Manager for
subscription at the Offering Price under the Placement Tranche
and the Public Offer
174
Offering Price : The subscription price of S$0.88 per Unit under the Offering
Ordinary Resolution : A resolution proposed and passed as such by a majority being
50.0% of the total number of votes cast for and against such
resolution at a meeting of Unitholders duly convened and held in
accordance with the provisions of the Trust Deed
Participating Banks : DBS (including POSB), Oversea-Chinese Banking Corporation
Limited (OCBC) and United Overseas Bank Limited and its
subsidiary, Far Eastern Bank Limited (UOB Group)
Performance Fee : 1.5% per annum of the Net Property Income in the relevant
financial year (calculated before accounting for this additional fee
in that financial year)
Placement Tranche : The international placement of 433,108,000 Units to investors,
including institutional and other investors in Singapore other than
the Cornerstone Investors, pursuant to the Offering
Project Management Fee
Schedule
: The fees payable to the Property Manager for project
management
Projection Year 2011 : 1 January 2011 to 31 December 2011
Properties : The properties comprising CWT Commodity Hub, CWT Cold
Hub, Schenker Megahub, C&P Changi Districentre, Hi-Speed
Logistics Centre and C&P Changi Districentre 2, and Property
means any one of them
Property Funds Appendix : Appendix 2 of the CIS Code issued by the MAS in relation to
REITs
Property Manager : Cache Property Management Pte. Ltd., as property manager of
CLT
Property Management
Agreement
: The master property management agreement dated 18 March
2010 entered into between the Manager, the Trustee and the
Property Manager
Public Offer : The offering of 41,000,000 Units to the public in Singapore
Qualifying Foreign
Non-individual Unitholders
: A Unitholder who is a non-resident of Singapore for income tax
purposes and who does not have a permanent establishment in
Singapore or who carries on any operation in Singapore through
a permanent establishment in Singapore, where the funds used
to acquire the Units are not obtained from that operation in
Singapore
Qualifying Unitholders : Unitholders who are tax resident Singapore incorporated
companies, bodies of persons registered or constituted in
Singapore (for example, town councils, statutory boards,
registered charities, registered cooperative societies, registered
trade unions, management corporations, clubs and trade and
industry associations) and Singapore branches of foreign
companies which have presented a letter of approval from the
IRAS granting a waiver from tax deduction at source in respect of
distributions from CLT
175
RCF : The S$25.0 million revolving credit facility
Recognised Stock
Exchange
: Any stock exchange of repute in any part of the world
REIT : A real estate investment trust
Regulation S : Regulation S under the Securities Act
Related Party : Refers to an interested person and/or, as the case may be, an
interested party
Relevant C&P
Shareholders
: Certain of the C&P Ultimate Shareholders and their associates,
namely, Loi Pok Yen, Loi Kai Meng, Lim Lay Khia (also known as
Lim Lay Choo), Loi Win Yen, Loi Yan Yi, Liao Chung Lik, Stanley
KK Liao, Sylvia Tong Siow Oon and Mega-Air Pte Ltd
Relevant C&P Shareholder
Lock-up Units
: The Units which each Relevant C&P Shareholders legally owns
or has a direct interest in as at the Listing Date
Renewed Master Lease
Agreements
: The master lease agreement entered into upon the exercise of
the option to renew the Master Lease Agreement
Renewed Property
Management Agreement
: The property management agreement entered into upon the
exercise of the option to renew the Property Management
Agreement
Reserved Units : 14,000,000 Units reserved for subscription by the directors,
management, employees and business associates of the
Sponsor, ARA and their subsidiaries
Retained Taxable Income : Taxable Income derived in a financial period/year that is not
distributed in that financial period/year
S$ or Singapore dollars
and cents
: Singapore dollars and cents, the lawful currency of the Republic
of Singapore
Sale and Purchase
Agreements
: The sale and purchase agreements all dated 11 February 2010
entered into between the Trustee and the Vendors in connection
with the acquisition of the Properties, each as supplemented by
the supplemental letters all dated 30 March 2010
Schenker Megahub
Anchor Tenant
: The anchor tenant of Schenker Megahub, being Schenker
Singapore (Pte) Ltd
Schenker Megahub
Building Agreement
: The building agreement dated 8 November 2005 whereby JTC
agreed to grant to C&P Land Pte. Ltd. a lease for a term of 30
years commencing from 1 June 2005 in relation to Schenker
Megahub
Schenker Megahub First
Offer
: In relation to the Schenker Megahub Building Agreement, means
the offer to surrender the Property and the remaining lease term
to JTC
176
Schenker Megahub
Prohibition Period
: In relation to the Schenker Megahub Building Agreement, means
the period wherein the lessee is not allowed to assign, charge,
create a trust or agency, mortgage, let, sublet, underlet, grant a
licence or part with or share the possession or occupation of the
Property in whole or in part
Schenker Megahub
Second Offer
: In relation to the Schenker Megahub Building Agreement, means
the offer to sell the Property and the remaining lease term to the
Schenker Megahub Anchor Tenant
Second Lock-Up Period : The period commencing from the day immediately following the
First Lock-up Period until the date falling 360 days after the
Listing Date
Securities Account : Securities account or sub-account maintained by a Depositor (as
defined in Section 130A of the Companies Act) with CDP
Securities Act : U.S. Securities Act of 1933, as amended
Securities and Futures Act
or SFA
: Securities and Futures Act, Chapter 289 of Singapore
Securities and Futures
(Amendment) Act
: The amendments to the Securities and Futures Act which was
passed by the Singapore Parliament on 19 January 2009
Service Agreements : The service agreements entered into or to be entered into
between the Master Lessees and the relevant Service End-Users
for the provision of certain services and premises in the Property
Service End-Users : Customers of the Master Lessees contracted through Service
Agreements and end-customers of the Master Lessees
customers which are logistics service providers
Settlement Date : The date and time on which the Units are issued as settlement
under the Offering
SGX-ST : Singapore Exchange Securities Trading Limited
Sponsor : CWT Limited
Sponsor Units : 77,381,000 Consideration Units that the Sponsor and its relevant
subsidiaries will hold as at the Listing Date
SPV : Special purpose vehicle
sq ft : square feet
sq m : square metres
Substantial Unitholder : Any Unitholder with an interest in one or more Units constituting
not less than 5.0% of all Units in issue
Sub-Tenants End-Users : The anchor tenants of the Properties, being the Schenker
Megahub Anchor Tenant and the Hi-Speed Logistics Centre
Anchor Tenant
Tax Ruling : The tax ruling dated 23 October 2009 issued by IRAS on the
taxation of CLT and its Unitholders
177
Taxable Income : Income chargeable to tax after deduction of the allowable
expenses incurred and the tax allowance
TLF : The term loan facility of up to S$200.3 million
TOP : Temporary Occupation Permit
Triple net lease : Refers to a lease whereby the lessee pays for rent and the
following property-related expenses: land rent, property tax,
insurance, day-to-day maintenance including cleaning, security,
utilities, servicing of lifts and other M&E items. The landlord pays
for any structural repairs and replacement of structural parts of
the buildings in the property and replacement of M&E items
Trust Deed : The trust deed dated 11 February 2010 entered into between the
Manager and the Trustee constituting CLT as supplemented by
the first supplemental deed dated 18 March 2010, and as may be
amended, varied or supplemented from time to time
Trustee : HSBC Institutional Trust Services (Singapore) Limited, as trustee
of CLT
Unaudited Pro Forma
Balance Sheet
: Unaudited pro forma balance sheet setting out the assets and
liabilities of CLT and its subsidiaries as of the Listing Date
Underwriting Agreement : The underwriting agreement dated 1 April 2010 entered into
between the Sponsor, the Manager and the Joint Global
Coordinators
Underwriting, Selling
and Management
Commission
: The underwriting, selling and management commission payable
to the Joint Global Coordinators and the Issue Managers for their
services in connection with the Offering
Unit : An undivided interest in CLT as provided for in the Trust Deed
Unitholder(s) : The registered holder for the time being of a Unit including
persons so registered as joint holders, except that where the
registered holder is CDP, the term Unitholder shall, in relation to
Units registered in the name of CDP, mean, where the context
requires, the depositor whose Securities Account with CDP is
credited with Units
Unit Registrar : M & C Services Private Limited
URA : Urban Redevelopment Authority
U.S. : United States of America
US$, US dollars or USD : US dollars, the lawful currency of the United States
Vendors : The vendors of the Properties namely, Singapore Commodity
Hub Pte. Ltd. (in relation to CWT Commodity Hub), CWT (in
relation to CWT Cold Hub), C&P Land Pte. Ltd. (in relation to
Schenker Megahub), C&P Distribution Pte. Ltd. (in relation to
C&P Changi Districentre and Hi-Speed Logistics Centre) and
C&P (in relation to C&P Changi Districentre 2)
WALE : Weighted average lease term to expiry
178
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing
the masculine gender shall, where applicable, include the feminine and neuter genders. References to
persons shall include corporations.
Any reference in this Prospectus to any enactment is a reference to that enactment for the time being
amended or re-enacted.
Any reference to a time of day in this Prospectus is made by reference to Singapore time unless
otherwise stated.
Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof are
due to rounding.
Information contained in the Managers website and the Sponsors website does not constitute part of
this Prospectus.
179
C-1
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APPENDIX A
INDEPENDENT ACCOUNTANTS REPORT ON THE PROFIT FORECAST AND
PROFIT PROJECTION
The Board of Directors
ARA-CWT Trust Management (Cache) Limited
(as manager of Cache Logistics Trust (the Manager))
6 Temasek Boulevard
#16-02 Suntec Tower Four
Singapore 038986
HSBC Institutional Trust Services (Singapore) Limited
(as trustee of Cache Logistics Trust)
21 Collyer Quay
#14-01 HSBC Building
Singapore 049320
1 April 2010
Dear Sirs
Letter from the Reporting Accountants on the Profit Forecast for the Year Ending 31 December
2010 and the Profit Projection for the Year Ending 31 December 2011
This letter has been issued for inclusion in the prospectus (the Prospectus) to be issued in connection
with the offering of 474,108,000 units in Cache Logistics Trust at the offering price of S$0.88 per unit
(the Offering).
The directors of the Manager (the Directors) are responsible for the preparation and presentation of
the forecast and projected Statement of Total Return for the financial year ending 31 December 2010
(the Profit Forecast) and the financial year ending 31 December 2011 (the Profit Projection) as set
out on page 58 of the Prospectus, which have been prepared on the basis of the assumptions set out
on pages 59 to 63 of the Prospectus.
We have examined the Profit Forecast of Cache Logistics Trust for the financial year ending
31 December 2010 and the Profit Projection for the financial year ending 31 December 2011 as set out
on page 58 of the Prospectus in accordance with Singapore Standard on Assurance Engagements
(SSAE) 3400 The Examination of Prospective Financial Information. The Directors are solely
responsible for the Profit Forecast and the Profit Projection including the assumptions set out on pages
59 to 63 of the Prospectus on which they are based.
Profit Forecast
Based on our examination of the evidence supporting the relevant assumptions, nothing has come to
our attention which causes us to believe that these assumptions do not provide a reasonable basis for
the Profit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting policies and
calculations are concerned, is properly prepared on the basis of the assumptions, is consistent with the
accounting policies set out on pages C-4 to C-8 of the Prospectus, and is presented in accordance with
the applicable presentation principles of Recommended Accounting Practice 7 Reporting Framework
for Unit Trusts (but not all the required disclosures) issued by the Institute of Certified Public
Accountants of Singapore (ICPAS), which is the framework to be adopted by Cache Logistics Trust
in the preparation of its financial statements.
A-1
4A) "Cache Logistics Trust (REIT)"
Profit Projection
The Profit Projection is intended to show a possible outcome based on the stated assumptions. As
Cache Logistics Trust is newly established without any history of activities and because the length of
the period covered by the Profit Projection extends beyond the period covered by the Profit Forecast,
the assumptions used in the Profit Projection (which include hypothetical assumptions about future
events which may not necessarily occur) are more subjective than would be appropriate for a profit
forecast. The Profit Projection does not therefore constitute a profit forecast.
Based on our examination of the evidence supporting the relevant assumptions, nothing has come to
our attention which causes us to believe that these assumptions do not provide a reasonable basis for
the Profit Projection. Further, in our opinion the Profit Projection, so far as the accounting policies and
calculations are concerned, is properly prepared on the basis of the assumptions, is consistent with the
accounting policies set on pages C-4 to C-8 of the Prospectus, and is prepared in accordance with the
applicable presentation principles of Recommended Accounting Practice 7 Reporting Framework for
Unit Trusts (but not all the required disclosures), which is the framework to be adopted by Cache
Logistics Trust in the preparation of its financial statements.
Events and circumstances frequently do not occur as expected. Even if the events anticipated under
the hypothetical assumptions occur, actual results are still likely to be different from the Profit Projection
since other anticipated events frequently do not occur as expected and the variation may be material.
The actual results may therefore differ materially from those projected. For the reasons set out above,
we do not express any opinion as to the possibility of achievement of the Profit Forecast and Profit
Projection.
Attention is drawn, in particular, to the risk factors set out on pages 28 to 47 of the Prospectus which
describe the principal risks associated with the Offering, to which the Profit Forecast and Profit
Projection relate and the sensitivity analysis of the Profit Forecast and Profit Projection set out on pages
63 and 64 of the Prospectus.
Yours faithfully
KPMG LLP
Public Accountants and
Certified Public Accountants
Eng Chin Chin
Partner
Singapore
A-2
APPENDIX B
INDEPENDENT ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA
BALANCE SHEET AS AT LISTING DATE
The Board of Directors
ARA-CWT Trust Management (Cache) Limited
(as manager of Cache Logistics Trust (the Manager))
6 Temasek Boulevard
#16-02 Suntec Tower Four
Singapore 038986
HSBC Institutional Trust Services (Singapore) Limited
(as trustee of Cache Logistics Trust)
21 Collyer Quay
#14-01 HSBC Building
Singapore 049320
1 April 2010
Dear Sirs
Unaudited Pro Forma Balance Sheet as at the Listing Date
This letter has been issued for inclusion in the prospectus (the Prospectus) to be issued in connection
with the offering of 474,108,000 units in Cache Logistics Trust at the offering price of S$0.88 per unit
(the Offering).
We report on the unaudited pro forma balance sheet of Cache Logistics Trust as at the date that Cache
Logistics Trust is admitted to the Official List of Singapore Exchange Trading Limited (the Listing Date)
(the Unaudited Pro Forma Balance Sheet as at the Listing Date) set out on pages C-1 to C-14 of the
Prospectus issued in connection with the offering of 474,108,000 units in Cache Logistics Trust, which
has been prepared for illustrative purposes only and based on certain assumptions.
The Unaudited Pro Forma Balance Sheet as at the Listing Date has been prepared on the basis of the
assumptions set out on page C-3 of the Prospectus to provide information on the financial position of
Cache Logistics Trust, had the purchase of CWT Commodity Hub, CWT Cold Hub, Schenker Megahub,
C&P Changi Districentre, Hi-Speed Logistics Centre and C&P Changi Districentre 2 (collectively, the
Properties) by Cache Logistics Trust under the same terms set out in the Prospectus been undertaken
on the Listing Date.
The Unaudited Pro Forma Balance Sheet as at the Listing Date has been prepared for illustrative
purposes only and, because of its nature, may not give a true picture of Cache Logistics Trusts actual
financial position.
The Unaudited Pro Forma Balance Sheet is the responsibility of the directors of the Manager (the
Directors). Our responsibility is to express an opinion on the Unaudited Pro Forma Balance Sheet as
at the Listing Date based on our work.
We carried out procedures in accordance with Singapore Statement of Auditing Practice (SSAP) 24
Auditors and Public Offering Documents. Our work, which involved no independent examination of the
underlying financial information, consisted primarily of considering the evidence supporting the
amounts and disclosures in the Unaudited Pro Forma Balance Sheet and discussing the Unaudited Pro
Forma Balance Sheet with the Directors.
B-1
In our opinion:
(i) the Unaudited Pro Forma Balance Sheet as at the Listing Date has been properly prepared in a
manner consistent with Recommended Accounting Practice 7 Reporting Framework for Unit
Trusts issued by the Institute of Certified Public Accountants of Singapore and the accounting
policies to be adopted by Cache Logistics Trust;
(ii) the information used in the preparation of the Unaudited Pro Forma Balance Sheet as at the
Listing Date is appropriate for the purpose of preparing such a balance sheet in accordance with
SSAP 24; and
(iii) the Unaudited Pro Forma Balance Sheet as at the Listing Date has been properly prepared on the
basis of the assumptions set out on page C-3.
Yours faithfully
KPMG LLP
Public Accountants and
Certified Public Accountants
Eng Chin Chin
Partner
Singapore
B-2
APPENDIX C
UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE
(A) Introduction
The unaudited pro forma financial information has been prepared for inclusion in the prospectus
(the Prospectus) to be issued in connection with the public offer, placement tranche, cornerstone
units, consideration units and the ARAunits of 632,200,000 units in Cache Logistics Trust (CLT).
CLT is a Singapore-based unit trust constituted pursuant to a trust deed dated 11 February 2010
(Trust Deed) made between ARA-CWT Trust Management (Cache) Limited, as manager of CLT
(the Manager) and HSBC Institutional Trust Services (Singapore) Limited, as trustee of CLT (the
Trustee). CLT is a Singapore-based REIT established principally to invest in income-producing
real estate used for logistics purposes in Asia-Pacific, as well as real estate-related assets.
At the date that CLT is admitted to the Official List of Singapore Exchange Trading Limited (the
SGX-ST) (the Listing Date), CLT proposes to acquire leasehold interests in six properties
CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, C&P Changi Districentre, Hi-Speed
Logistics Centre and C&P Changi Districentre 2 (collectively, the Properties or the Initial
Portfolio).
The vendors of the Properties are CWT Limited (CWT), C&P Holdings Pte Ltd (C&P) and their
relevant subsidiaries (the Vendors). The Properties will be leased back to CWT and C&P and its
relevant subsidiaries (the Master Lessees) pursuant to master lease agreements (the Master
Lease Agreements).
Details on the Managers Management Fees, Property Managers Fees and Trustees Fee are set
out in Section F.
(B) Pro Forma Historical Financial Information
The Manager is unable to provide pro forma statements of total return, cash flow statements and
balance sheets to show the pro forma historical financial performance of CLT as:
The Properties will be leased to the Master Lessees from the completion date of the sale and
purchase of the Properties. If historical pro forma financial information is prepared based on
the terms of the Master Lease Agreements to be entered into between the Master Lessees
and CLT, such information will not reflect the historical financial results and position of CLT
with respect to the Properties. Assumptions and bases which are prospective in nature
would need to be made if CLT is to assume that such arrangements were in place throughout
the period covered by the pro forma financial information. As such, the Manager believes
that such historical pro forma financial information will be of little value to investors in
deciding whether to acquire the units;
The Properties were held by the Vendors in conjunction with the other assets belonging to
the Vendors or in SPVs. Property expenses such as marketing, administration, property
management and insurance are attributed/allocated by the Vendors and would not reflect
the actual expenses incurred by the Properties. In addition, the operating structure will have
changed substantially from the Vendors to CLT, the expenses incurred by the Vendors
includes expenses in connection with their overall business operations and these expenses
are not separated in the Vendors financial accounts;
The ownership structure of the Properties and the capital structure of the holding entity will
have changed substantially from the Vendors to CLT. The operating and financing expenses
C-1
to be incurred by CLT may differ substantially from those incurred by the Vendors historically.
Accordingly, the pro forma financial information prepared, particularly the statements of total
return and cash flow statements, may not be reflective of what the historical total return and
cash flows of CLT might have been;
CWT Commodity Hub which accounts for (i) 49.0% of the gross revenue of CLT for the
Forecast Year 2010 and (ii) 59.5% of the total gross floor area (GFA) of the Properties was
completed only in October 2009. As such:
there will be limited operating records of CWT Commodity Hub at the time of the
Offering; and
given that CWT Commodity Hub was completed in phases while CLT will be acquiring
CWT Commodity Hub only on completion of the annex to CWT Commodity Hub,
assumptions will need to be arbitrarily made in relation to acquisition costs that will be
incurred on completion of each phase. Such assumptions will also impact financing
and trust expenses (such as management and trust fees) which will not provide
investors with a meaningful representation of the performance of the Initial Portfolio.
Given that a significant portion of the revenue and value of the Initial Portfolio will come from
CWT Commodity Hub, the historical pro forma financial information will not provide investors
with a meaningful representation of performance of the Initial Portfolio and as such will not
be useful for investors as a guide to CLTs future performance.
Based on information provided by the Vendors, approximately 6% and 17% of contracted
space of the initial portfolio as at 31 December 2008 and 3 December 2009, respectively,
does not have an identified rental income component; and
Notwithstanding that there is an identifiable rental income component on the remaining
contractable space of the Properties, the Manager believes that the attributable rental
income earned from end-users with bundled services may not be reflective of the true rental
income from those agreements. Prior to the acquisitions by CLT, the Vendors revenues are
derived primarily from bundled packages comprising rental agreements and service
agreements. The rental income component is often cross subsidised by the services
component and vice-versa. Hence, pro forma adjustments to rental revenues would have to
be made to arrive at the rental rates reflective of market and such adjustments would not be
consistent with the guidance in Singapore Statement of Auditing Practice (SSAP) 24
Auditors and Public Offering Documents and would be seen as misleading.
For the reasons stated above, the SGX-ST has granted CLT a waiver from the requirement to
prepare historical pro forma statements of total return, cash flow statements and balance sheets,
subject to the inclusion of the following in this Prospectus:
an unaudited pro forma balance sheet setting out the assets and liabilities of CLT as of the
Listing Date, upon completion of the Offering and acquisition of the Properties;
a profit forecast for the full financial year from 1 January 2010 to 31 December 2010 and a
profit projection for the full financial year from 1 January 2011 to 31 December 2011; and
full disclosure on the reasons why historical pro forma financial information for the latest
three financial years cannot be provided and the waivers granted.
As a condition of the waiver granted by the SGX-ST, the Manager has prepared the unaudited pro
forma balance sheet below setting out the assets and liabilities of CLT as of the Listing Date (the
Unaudited Pro Forma Balance Sheet), upon completion of the offering and acquisition of the
Properties.
C-2
(C) Basis of Preparation of Unaudited Pro Forma Balance Sheet as at the Listing Date
The Unaudited Pro Forma Balance Sheet is set out in this report. The Unaudited Pro Forma
Balance Sheet is prepared for illustrative purposes only and is based on certain assumptions after
making certain adjustments. The Unaudited Pro Forma Balance Sheet is prepared based on the
unaudited balance sheet of CLT as at the date of its establishment, and incorporating adjustments
necessary to reflect the financial position of CLT as if it had acquired all the Properties and entered
into the Master Lease Agreements on the Listing Date, under the same terms set out in the
Prospectus.
The Unaudited Pro Forma Balance Sheet has been prepared on the basis of the accounting
policies set out in Section E and is to be read in conjunction with Section F.
The objective of the Unaudited Pro Forma Balance Sheet is to show what the financial position
of CLT might have been at the Listing Date, on the basis as described above. However, the
Unaudited Pro Forma Balance Sheet is not necessarily indicative of the financial position that
would have been attained by CLT on the actual Listing Date. The Unaudited Pro Forma Balance
Sheet, because of its nature, may not give a true picture of CLTs financial position.
The Unaudited Pro Forma Balance Sheet has been prepared after incorporating the following key
assumptions:
The issue price of the units under the offering is S$0.88 (the Offering Price);
CLT will acquire the Properties at a purchase price of S$713,200,000 on Listing Date;
CLT will immediately revalue the Properties on the Listing Date based on the latest
independent valuations. The valuations of the Properties adopted as at the Listing Date
remain unchanged from the latest independent valuations as at 31 October 2009 based on
the independent valuation reports issued by CB Richard Ellis (Pte) Ltd (CBRE) and Knight
Frank Pte Ltd (KF);
A total of 632,200,000 units in CLT will be issued at the Offering Price, comprising the units
under the offering, cornerstone units, consideration units and the ARA units;
Issue costs (excluding goods and services tax) relating to the offering and debt upfront fee
which are estimated to be S$23.6 million and S$6.5 million respectively, will be incurred;
The transferable loan facility (the Facility) comprising a term loan facility of S$178.0 million
and a S$25.0 million revolving credit facility were in place at the time of acquisition of the
Properties; and
At the date of acquisition, it is assumed that the purchase consideration was fully satisfied
through the issuance of units and drawdown of the Facility.
C-3
(D) Unaudited Pro Forma Balance Sheet as at the Listing Date
The Unaudited Pro Forma Balance Sheet has been prepared for inclusion in the Prospectus and
is presented below. The assumptions used to prepare the Unaudited Pro Forma Balance Sheet
are consistent with those described in Section C Basis of Preparation of Unaudited Pro Forma
Balance Sheet as at the Listing Date.
Note
Unaudited
Balance
Sheet of
CLT
Pro forma
adjustments
(see notes
below)
Unaudited
pro forma
Balance
Sheet as at
Listing Date
S$000 S$000 S$000
Non-current assets
Investment properties . . . . . . . . . . . . . . . . . 2 729,900
(1)
729,900
Current assets
Other receivables . . . . . . . . . . . . . . . . . . . . 3 2,156
(2)
2,156
Cash and cash equivalents . . . . . . . . . . . . . 4 6,081 6,081
8,237 8,237
Total assets . . . . . . . . . . . . . . . . . . . . . . . 738,137 738,137
Non-current liabilities
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . 5 184,490
(3)
184,490
Current liabilities
Income received in advance. . . . . . . . . . . . . 4,916
(4)
4,916
Total liabilities . . . . . . . . . . . . . . . . . . . . . 189,406 189,406
Net assets attributable to Unitholders. . . . . 6 548,731 548,731
Represented by:
Unitholders funds. . . . . . . . . . . . . . . . . . . . 548,731
(5)
548,731
Units in issue (000) . . . . . . . . . . . . . . . . . . 632,200
(6)
Net asset value per Unit (S$) . . . . . . . . . . . . 0.87
Notes:
(1) Adjustments to reflect the investment properties acquired based on the initial cost of S$713.2 million and subsequent
revaluations to the average appraisal value assessed by CBRE and KF as at 31 October 2009 of S$729.9 million.
(2) GST claimable on the offerings transaction cost, assuming that the costs are invoiced to CLT no earlier than six
months preceding CLTs GST registration date.
(3) Adjustment to account for the proposed bank borrowings of S$191.0 million, after deducting unamortised capitalised
debt upfront fees of S$6.5 million.
(4) Comprises one month rental income assumed to have been received in advance from tenants.
(5) Adjustments to reflect the issuance of Units (net of Unit issue costs of S$23.6 million) and S$16.7 million gain on
revaluation of investment properties.
(6) Units in issue refers to the number of Units in issue immediately after the completion of the offering.
(E) Notes to the Unaudited Pro Forma Balance Sheet
1. Significant Accounting Policies
The significant accounting policies of CLT, which have been consistently applied in preparing
the Unaudited Pro Forma Balance Sheet set out in this report, are as follows:
C-4
(a) Basis of preparation
The Unaudited Pro Forma Balance Sheet has been prepared in accordance with the
bases set out in Section B and applied to financial information prepared in accordance
with the Statement of Recommended Accounting Practice (RAP) 7 Reporting
Framework for Unit Trusts issued by the Institute of Certified Public Accountants of
Singapore and the applicable requirements of the Code on Collective Investment
Schemes (CIS Code) issued by the Monetary Authority of Singapore (MAS) and the
provisions of the Trust Deed. RAP 7 requires that accounting policies adopted should
generally comply with the principles relating to the recognition and measurement of the
Singapore Financial Reporting Standards issued by the Council on Corporate
Disclosure and Governance.
The Unaudited Pro Forma Balance Sheet, which is expressed in Singapore dollars and
rounded to the nearest thousand unless otherwise stated, is prepared on the historical
cost basis, except that investment properties are stated at valuation.
The preparation of the financial information requires judgements, estimates and
assumptions to be made that affect the application of accounting policies and the
reported amounts of assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised and
in any future periods affected.
In particular, information about significant areas of estimation and critical judgements
in applying accounting policies that have the most significant effect on the amount
recognised in the financial information are described in note 2 Valuation of
Investment Properties.
(b) Functional currency
Items included in the Unaudited Pro Forma Balance Sheet are measured using the
currency that best reflects the economic substance of the underlying events and
circumstances relevant to CLT (the functional currency). The Unaudited Pro Forma
Balance Sheet is presented in Singapore dollars, which is the functional currency of
CLT.
(c) Foreign currency transactions
Transactions in foreign currencies are translated at foreign exchange rates ruling at the
dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated at foreign exchange rates ruling at
that date. Non-monetary assets and liabilities measured at cost in a foreign currency
are translated using exchange rates at the date of the transaction. Non-monetary
assets and liabilities measured at fair value in foreign currencies are translated at
foreign exchange rates ruling at the dates the fair value was determined. Foreign
exchange differences arising from translation are recognised in the statement of total
return.
C-5
(d) Investment properties
Investment properties are accounted for as non-current assets and are stated at initial
cost on acquisition which includes expenditure that is directly attributable to the
acquisition of the investment properties, and at fair value thereafter. Valuations are
determined in accordance with the Trust Deed, which requires the investment
properties to be valued by independent registered valuers at least once a year, in
accordance with the CIS Code issued by the MAS.
Any increase or decrease on revaluation is credited or charged to the statement of total
return as a net appreciation or depreciation in the value of the investment properties.
(e) Financial instruments
Non-derivative financial instruments
Non-derivative financial instruments comprise other receivables, cash and cash
equivalents, and borrowings. Cash and cash equivalents comprise cash at bank.
Non-derivative financial instruments are recognised initially at fair value plus any
directly attributable transaction costs. Subsequent to initial recognition, non-derivative
financial instruments are measured at amortised cost using the effective interest
method, less any impairment losses.
A financial instrument is recognised if CLT becomes a party to the contractual
provisions of the instrument. Financial assets are derecognised if CLTs contractual
rights to the cash flows from the financial assets expire or if CLT transfers the financial
asset to another party without retaining control or transfers substantially all the risks
and rewards of the asset. Regular way purchases and sales of financial assets are
accounted for at trade date, i.e., the date that CLT commits itself to purchase or sell the
asset. Financial liabilities are derecognised if CLTs obligations specified in the contract
expire, are discharged or cancelled.
Derivatives and hedging
Derivative financial instruments are initially recognised at fair value and subsequently,
re-measured at fair value. The gain or loss on re-measurement to fair value is
recognised immediately in the statement of total return. However, where derivatives
qualify for hedge accounting, recognition of any resultant gain or loss depends on the
nature of the item being hedged.
Impairment of financial assets
A financial asset is considered to be impaired if objective evidence indicates that one
or more events have had a negative effect on the estimated future cash flows of that
asset.
An impairment loss in respect of a financial asset measured at amortised cost is
calculated as the difference between its carrying amount, and the present value of the
estimated future cash flows discounted at the original effective interest rate.
C-6
Individually significant financial assets are tested for impairment on an individual basis.
The remaining financial assets are assessed collectively in groups that share similar
credit risk characteristics. All impairment losses are recognised in the statement of total
return.
An impairment loss is reversed if the reversal can be related objectively to an event
occurring after the impairment loss was recognised. For financial assets measured at
amortised cost, the reversal is recognised in the statement of total return.
The carrying amounts of CLTs non-financial assets, other than investment properties,
are reviewed at each balance sheet date to determine whether there is any indication
of impairment. If any such indication exists, the assets recoverable amount is
estimated at each balance sheet date.
An impairment loss is recognised in the statement of total return whenever the carrying
amount of an asset or its cash-generating unit exceeds its recoverable amount.
The recoverable amount of an asset or cash generating unit is the greater of its value
in use and its fair value less costs to sell. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks
specific to the asset. For an asset that does not generate largely independent cash
inflows, the recoverable amount is determined for the cash-generating unit to which the
asset belongs.
Impairment losses recognised in prior periods are assessed at each reporting date for
any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent
that the assets carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation, if no impairment loss had been recognised.
(f) Unit issue costs
Unit issue costs represent expenses incurred in connection with the initial public
offering of CLT. All such expenses are deducted directly against Unitholders funds.
(g) Revenue recognition
Rental income from operating leases
Rental income receivable under operating leases is recognised in the statement of total
return on a straight-line basis over the term of the lease, except where an alternative
basis is more representative of the pattern of benefits to be derived from the leased
assets. Lease incentives granted are recognised as an integral part of the total rental
to be received. Contingent rentals are recognised as income in the accounting period
on a receipt basis. No contingent rentals are recognised if there are uncertainties due
to the possible return of amounts received.
Finance income
Finance income is recognised on an accrual basis using the effective interest method.
C-7
(h) Expenses
Property expenses
Property expenses are recognised on an accrual basis. Included in property expenses
are fees incurred under the Property Management Agreement which are based on the
applicable formula stipulated in Section F and reimbursable expenses payable to the
Property Manager.
Borrowing costs
Borrowing costs comprise interest expense on borrowings. All borrowing costs are
recognised in the statement of total return using the effective interest method.
Management fees
Management fees are recognised on an accrual basis based on the applicable formula
stipulated in Section F.
Trust expenses
Trust expenses are recognised on an accrual basis. Included in trust expenses is the
Trustees fee which is based on the applicable formula stipulated in Section F.
(i) Taxation
Income tax expense comprises current and deferred tax. Income tax expense is
recognised in the statement of total return except to the extent that it relates to items
directly related to net assets attributable to Unitholders, in which case it is recognised
in net assets attributable to Unitholders.
Current tax is the expected tax payable on the taxable income for the year, using tax
rates enacted or substantively enacted at the balance sheet date.
Deferred tax is provided using the balance sheet method, providing for temporary
differences between the carrying amount of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The temporary differences on
initial recognition of assets and liabilities that affect neither accounting nor taxable
profit are not provided for. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future
taxable profits will be available against which the unused tax losses and credits can be
utilised. Deferred tax assets are reduced to the extent that it is no longer probable that
the related tax benefits will be realised.
(j) Segment reporting
A segment is a distinguishable component of CLT that is engaged either in providing
products or services (business segment), or in providing products or services within a
particular economic environment (geographical segment), which is subject to risks and
rewards that are different from those of other segments.
C-8
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C-9
Independent valuations of the Properties have been undertaken by CBRE and KF.
In determining the fair value, CBRE and KF have adopted the capitalisation approach/
investment method and the discounted cash flow method (see Appendix E, Independent
Property Valuation Summary Reports for further details). In relying on the valuation reports,
the Manager has exercised its judgment and is satisfied that the valuation methods and
estimates are reflective of current market conditions. The fair values are based on open
market values, which is the valuers opinion of the best price at which the sale of an interest
in the property would complete unconditionally for cash consideration on the date of
valuation and is prepared in accordance with recognised appraisal and valuation standards.
The valuers have considered the direct comparison method, capitalisation approach/
investment method and discounted cash flows in arriving at the open market value as at the
balance sheet date.
Investment properties with carrying values of S$729.9 million are pledged as security for
banking facilities as at the Listing Date (see note 5).
3. Other Receivables
Unaudited Pro Forma
as at Listing Date
$000
GST recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156
Other receivables are denominated in Singapore dollars.
4. Cash and Cash Equivalents
The effective interest rate relating to cash and cash equivalents at the Listing Date is 0.3%.
5. Borrowings
This note provides information about the contractual terms of CLTs interest-bearing
borrowings.
Unaudited Pro Forma
as at Listing Date
S$000
Secured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,986
Less: Unamortised capitalised transaction costs . . . . . . . . . . . . . (6,496)
184,490
CLT has in place four-year secured transferable loan facilities of S$203.0 million (Facility)
comprising a term loan facility of S$178.0 million (TLF) and a S$25.0 million revolving
credit facility (RCF). The TLF and RCF will be drawn down in the amounts of S$178.0
million and S$13.0 million respectively on the Listing Date.
The Facility is secured on the Properties (see note 2), and includes assignment of all the
rights, titles, benefits and interest under the Master Lease Agreements and insurances taken
in respect of the Properties.
C-10
Interest on the Facility is based on the relevant Singapore dollar swap offer rate plus a
margin of 2.3%. As at the Listing Date, the Manager has fixed the base interest rate for
S$160.0 million of the TLF. The assumed effective interest rate (inclusive of upfront fee
capitalised at 0.8% per annum and margin) of the Facility is 4.5% per annum.
6. Net assets attributable to Unitholders
Unaudited Pro Forma
as at Listing Date
S$000
Issue of 632,200,000 units arising from the offering,
cornerstone units, consideration units and ARA units . . . . . . . . . 556,336
Issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,585)
Changes in fair value of investment properties . . . . . . . . . . . . . . 16,700
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (720)
548,731
Each Unit in CLT represents an undivided interest in the trust. The rights and interests of
Unitholders are contained in the Trust Deed and include the right to:
receive income and other distributions attributable to the Units held;
participate in the termination of CLT by receiving a share of all net cash proceeds
derived from the realisation of the assets of CLT less any liabilities, in accordance with
their proportionate interests in CLT. However, a Unitholder has no equitable or
proprietary interest in the underlying assets of CLT and is not entitled to the transfer to
it of any assets (or part thereof) or of any estate or interest in any asset (or part thereof)
of CLT; and
attend all Unitholders meetings. The Trustee or the Manager may (and the Manager
shall at the request in writing of not less than 50 Unitholders or one-tenth in number of
the Unitholders, whichever is lesser) at any time convene a meeting of Unitholders in
accordance with the provisions of the Trust Deed.
The restrictions of a Unitholder include the following:
a Unitholders right is limited to the right to require due administration of CLT in
accordance with the provisions of the Trust Deed; and
a Unitholder has no right to request the Manager to redeem his Units while the Units
are listed on SGX-ST.
A Unitholders liability is limited to the amount paid or payable for any Units in CLT. The
provisions of the Trust Deed provide that no Unitholders will be personally liable for
indemnifying the Trustee or any creditor of CLT in the event that the liabilities of CLT
(excluding net assets attributable to Unitholders) exceed its assets. Under the Trust Deed,
every Unit carries the same voting rights.
C-11
Capital management
CLTs objectives when managing capital are to safeguard its ability to continue as a going
concern and to maintain an optimal capital structure so as to maximise Unitholders value.
In order to maintain or achieve an optimal capital structure, CLT will endeavour to employ an
appropriate mix of debt and equity in financing acquisitions and asset enhancements, and
utilise interest rate and currency hedging strategies where appropriate. The Manager
intends to review this policy on a continuous basis.
The Property Fund Appendix stipulates that the total borrowings and deferred payments
(together the Aggregate Leverage) of a property fund should not exceed 35.0% of the
funds deposited property. The aggregate leverage of a property fund may exceed 35.0% of
the funds deposited property (up to a maximum of 60.0%) only if a credit rating is obtained
and disclosed to the public.
As at the Listing Date, CLTs Aggregate Leverage ratio was 25.9%.
7. Financial Instruments
Financial risk management objectives and policies
Exposure to credit, interest rate and liquidity risks arises in the normal course of CLTs
business. CLT has written policies and guidances which set out its overall business
strategies and its general risk management philosophy.
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer to settle its
financial and contractual obligations to CLT, as and when they fall due.
The Manager has established credit limits for customers and monitors their balances on an
ongoing basis. Credit evaluations are performed by the Property Manager before lease
agreements are entered into with customers. Cash and fixed deposits are placed with
financial institutions which are regulated.
At the balance sheet date, the Properties of CLT are leased under Master Lease
Agreements. In addition, the Master Lessees have provided security deposits amounting to
12 months rental in the form of cash or bankers guarantee. The maximum exposure to credit
risk is represented by the carrying value of each financial asset on the balance sheet. At
Listing Date, there was no significant credit risk.
Interest rate risk
CLTs exposure to changes in interest rates relates primarily to interest-bearing financial
liabilities. Interest rate risk is managed by CLT on an on-going basis with the primary
objective of limiting the extent to which net interest expense could be affected by an adverse
movement in interest rates.
Liquidity risk
The Manager monitors and maintains a level of cash and cash equivalents deemed
adequate by management to finance CLTs operations. In addition, the Manager also
monitors and observes the Code on Collective Investment Schemes issued by the MAS
concerning limits on total borrowings.
C-12
Estimating fair values
The Manager believes that the carrying amounts of the financial assets and liabilities
approximate their fair values at the balance sheet date.
8. Commitments
CLT leases out its Properties. Non-cancellable operating lease rentals are receivable as
follows:
Unaudited Pro Forma
as at Listing Date
$000
Receivables
Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,996
After 1 year but within 5 years . . . . . . . . . . . . . . . . . . . . . . . . 244,966
After 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,411
386,373
The above operating lease rental receivables comprise amounts receivable under the
Master Lease Agreements.
9. Operating Segments
On the Listing Date, CLT has six reportable segments, which are CLTs six Properties. For
each of the Properties, the Manager reviews internal management reports regularly. More
information on the six Properties can be found in note 2. The accounting policies of the
reportable segments are the same as described in note 1.
Segment assets and liabilities include items directly attributable to a segment. Unallocated
items comprise mainly cash and cash equivalents, other receivables and borrowings.
No geographical segment information has been prepared as CLTs assets and operations
are all located in Singapore.
Information about reportable segments
CWT
Commodity
Hub
CWT
Cold Hub
Schenker
Megahub
C&P
Changi
Districentre
Hi-Speed
Logistics
Centre
C&P Changi
Districentre 2 Total
S$000 S$000 S$000 S$000 S$000 S$000 S$000
Reportable
segment assets . . 325,500 129,550 101,000 83,300 70,800 19,750 729,900
Reportable
segment
liabilities . . . . . . 2,411 820 616 510 432 127 4,916
C-13
Reconciliations of reportable segment assets and liabilities
Unaudited Pro Forma
as at Listing Date
$000
Assets
Total assets for reportable segments . . . . . . . . . . . . . . . . . . . . . 729,900
Unallocated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,237
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,137
Liabilities
Total liabilities for reportable segments. . . . . . . . . . . . . . . . . . . . 4,916
Unallocated liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184,490
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,406
(F) Managers Management Fees, Trustees Fee and Property Managers Fees under Master
Lease Agreements
(a) Managers Management Fees
Pursuant to the Trust Deed, the Manager is entitled to the following management fees:
a Base Fee at the rate of 0.5% per annum of the value of the consolidated assets; and
a Performance Fee equal to the rate of 1.5% per annum of the Net Property Income of
CLT in the relevant financial year.
The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or
a combination of cash and Units (as it may in its sole discretion determine).
(b) Trustees Fee
Under the Trust Deed, the Trustees fee is currently 0.03% per annum of the value of the
Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket
expenses and GST. The maximum fee is 0.25% per annum of the value of the Deposited
Property.
The actual fee payable to the Trustee will be determined between the Manager and the
Trustee from time to time. The Trustee will also be paid a one-time inception fee of
S$50,000.
(c) Property Managers Fees
The Property Manager is entitled under the Property Management Agreement to the
following management fees on each property of CLT located in Singapore:
a property management fee of 2.0% per annum of Gross Revenue of each property;
and
a lease management fee of 1.0% per annum of Gross Revenue of each property.
No lease management fee is payable in relation to the Initial Portfolio for the first three years
of the initial contracted lease.
The property management fee and the lease management fee are payable to the Property
Manager in the form of cash.
C-14
APPENDIX D
INDEPENDENT TAXATION REPORT
1 April 2010
The Board of Directors
ARA-CWT Trust Management (Cache) Limited
(as the manager of CLT (the Manager))
6 Temasek Boulevard
#16-02 Suntec Tower 4
Singapore 038986
HSBC Institutional Trust Services (Singapore) Limited
(as the trustee of CLT (the Trustee))
21 Collyer Quay
#14-01 HSBC Building
Singapore 049320
Dear Sirs
SINGAPORE TAXATION REPORT
This letter has been prepared at the request of the Manager for inclusion in the prospectus (the
Prospectus) to be issued in relation to the initial public offering of units (the Units) in CLT on
Singapore Exchange Securities Trading Limited.
The purpose of this letter is to provide prospective purchasers of the Units with an overview of the
Singapore income tax consequences of the acquisition, ownership and disposal of the Units. This letter
principally addresses purchasers who hold the Units as investment assets. Purchasers who acquire the
Units for dealing purposes should consult their own tax advisors concerning the tax consequences of
their particular situations.
This letter is not a tax advice and does not attempt to describe comprehensively all the tax
considerations that may be relevant to a decision to purchase, own or dispose of the Units. Prospective
purchasers of the Units should consult their own tax advisors to take into account the tax law applicable
to their particular situations. In particular, prospective purchasers who are not Singapore tax residents
are advised to consult their own tax advisors to take into account the tax laws of their respective country
of tax residence and the existence of any tax treaty which their country of tax residence may have with
Singapore.
This letter is based on Singapore income tax laws and relevant interpretations thereof current as at the
date of this letter, all of which are subject to change, possibly with retroactive effect.
Words and expressions defined in the Prospectus have the same meaning in this letter. In addition,
unless the context requires otherwise, words in the singular include the plural and the other way around
and words of one gender include the other gender.
GENERAL PRINCIPLES OF TAXATION OF A TRUST
The income of a trust derived from or accrued in Singapore is chargeable to Singapore income tax. In
addition, income earned outside Singapore and received or deemed received in Singapore is also
chargeable to Singapore income tax unless otherwise exempted. There is no capital gains tax in
D-1
Singapore. However, gains from the sale of investments (including real properties) are chargeable to
tax if such gains are derived from a trade or business of dealing in investments (including real
properties).
Singapore income tax is imposed on all income chargeable to tax after deduction of the allowable
expenses incurred and the tax depreciation claimed on assets used in the generation of the income (the
Taxable Income).
The Taxable Income of the trust is assessed to tax in the name of the trustee at the prevailing corporate
tax rate. However, under Section 43(2) of the Income Tax Act, Chapter 134 (please see Tax Ruling
below), if the beneficiaries of the trust are entitled to a share of the trust income, tax transparency will
be granted to the trustee upon successful application to the Inland Revenue Authority of Singapore
(IRAS). When the application is approved, the trustee will not be taxed on the trust income, but the
beneficiaries will instead be taxed directly on their proportion of the trust income at their respective tax
rates (the Tax Transparency Treatment).
TAX RULING
Following this, CLT has obtained a Tax Ruling dated 23 October 2009 from the IRAS to give effect to
the application of the provisions of Section 43(2) of the Income Tax Act, Chapter 134 to impose tax on
the holders of the Units (Unitholders) on the Taxable Income of CLT instead of the Trustee. Section
43(2) of the Income Tax Act, Chapter 134 states:
Where any trustee proves to the satisfaction of the Comptroller that any beneficiary of the trust is
entitled to a share of the trust income, a corresponding share of the statutory income of the trustee may
be charged at a lower rate or not charged with any tax, as the Comptroller shall determine.
Subject to full compliance with the terms and conditions of the Tax Ruling, the taxation of CLT and that
of the Unitholders are described below.
TAXATION OF CLT
General
Notwithstanding the Tax Ruling, the Taxable Income of CLT will be determined in accordance with the
provisions of the Income Tax Act, Chapter 134, as is the case of any trust having income that is
chargeable to Singapore income tax.
The Taxable Income of CLT will comprise substantially income from the letting of real properties and
incidental property-related service income but does not include gains from the disposal of real
properties. The Taxable Income of CLT shall qualify to be treated as income derived from the business
of the making of investments and shall be determined under the provisions of Section 10E of the
Income Tax Act, Chapter 134.
The Tax Ruling grants the Tax Transparency Treatment on CLTs Taxable Income that is distributed to
the Unitholders in the year in which the income is derived. Any portion of the Taxable Income not
distributed in the year in which the income is derived (the Retained Taxable Income) will be
assessed to tax at the Trustee level.
Requirement on Tax Deduction at Source
The Tax Ruling imposes the condition on the Trustee and the Manager to deduct tax at source at the
prevailing corporate tax rate on any distribution made out of the Taxable Income to all Unitholders other
than individuals, Qualifying Unitholders and Qualifying Foreign Non-individual Unitholders.
D-2
Where the Unitholders are individuals or Qualifying Unitholders, the Trustee and the Manager will make
the distributions without deducting any income tax. In addition, where the Unitholders are Qualifying
Foreign Non-individual Unitholders, the Trustee and the Manager will deduct income tax at the reduced
rate of 10.0% for distributions made up to 31 March 2015
1
.
A Qualifying Unitholder is a Unitholder who is:
a Singapore-incorporated company which is tax resident in Singapore;
a body of persons, other than a company or a partnership, registered or constituted in Singapore
(for example, a town council, a statutory board, a registered charity, a registered co-operative
society, a registered trade union, a management corporation, a club and a trade and industry
association); and
a Singapore branch of a foreign company which has presented a letter of approval from the IRAS
granting a waiver from tax deduction at source in respect of distributions from CLT.
A Qualifying Foreign Non-individual Unitholder is one who is not a resident of Singapore for income
tax purposes and:
who does not have a permanent establishment in Singapore; or
who carries on any operation in Singapore through a permanent establishment in Singapore,
where the funds used to acquire the Units are not obtained from that operation in Singapore.
To obtain distributions free of tax deduction at source, or at the reduced rate of 10.0%, the Unitholders
who are Qualifying Unitholders or Qualifying Foreign Non-individual Unitholders, must disclose their tax
status in a prescribed form provided by the Trustee. (See Declaration by Unitholders below.)
Where the Units are held in joint names, the Trustee and the Manager will deduct income tax from the
distributions made out of CLTs Taxable Income, unless all the joint owners are individuals.
Where the Units are held through a nominee, the Trustee and the Manager will deduct income tax from
the distributions made out of CLTs Taxable Income at the prevailing corporate tax rate except in the
following situations:
where the Units are held for beneficial owners who are individuals and/or Qualifying Unitholders,
tax may not be deducted at source under certain circumstances. These include a declaration by
the nominee of the status of the beneficial owners of the Units and the provision of certain
particulars of the beneficial owners of the Units by the nominee to the Trustee and the Manager
in a prescribed form provided by the Trustee (See Declaration by Unitholders below);
where the Units are held for beneficial owners who are Qualifying Foreign Non-individual
Unitholders, tax may be deducted at the reduced tax rate of 10.0% for distributions made up to
31 March 2015
1
under certain circumstances. These include a declaration by the nominee of the
status of the beneficial owners of the Units and the provision of certain particulars of the beneficial
owners of the Units by the nominee to the Trustee and the Manager in a prescribed form provided
by the Trustee (See Declaration by Unitholders below); and
where the Units are held by the nominees as Agent Banks or Supplementary Retirement Scheme
(SRS) operators acting for individuals who purchased the Units within the CPF Investment
Scheme (CPFIS) or the SRS, tax will not be deducted at source for distributions made in respect
of these nominees.
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
D-3
Tax Treatment of Retained Taxable Income
In accordance with the distribution policy of CLT by the Trustee, the Trustee and the Manager will
distribute 100% of the Taxable Income of CLT to Unitholders for the period commencing from the Listing
Date to 31 December 2011 and at least 90.0% of its Taxable Income thereafter. The portion of the
Taxable Income not distributed will be immediately assessed to tax on the Trustee. When the Retained
Taxable Income is subsequently distributed to Unitholders, it will not be subject to any tax deduction at
source.
Tax Treatment of Gains from Disposal of Properties
The Tax Transparency Treatment is not extended to gains realised from the sale of real properties. The
tax on such gains will be assessed on the Trustee if they are considered to be trading gains. Gains of
a capital nature are not subject to tax as there is no capital gains tax in Singapore. Whether a gain
realised from the disposal of real property is a capital gain or a trading profit will have to be determined
based on the circumstances of the transaction and the overall business traits of CLT.
Where gains arising from the disposal of real properties of CLT by the Trustee are trading gains, such
trading gains are assessed to tax on the Trustee at the prevailing corporate tax rate, and the Trustee
will have to pay the tax so assessed. Subsequent distribution of the gains will not be subject to any tax
deduction at source.
Rollover Adjustment
It is the intention of the Trustee and the Manager that distributions be made out of Taxable Income so
determined by them. This may vary from the Taxable Income determined by the IRAS when the tax
returns of CLT are subsequently examined. In order to address this variance, the Tax Ruling has
allowed the Trustee and the Manager, subject to certain terms and conditions, to adopt a rollover
adjustment, such that the variance will be adjusted against the Taxable Income determined by the
Trustee and the Manager for the next distribution immediately after the variance has been agreed with
the IRAS.
TAXATION OF UNITHOLDERS
Basis of Assessment
Unitholders are charged to Singapore income tax on distributions from CLT for the year of assessment
corresponding to the year of assessment to which the Taxable Income of CLT relates. This means that
if a distribution is made out of the Taxable Income of CLT for the financial year ending on 31 December
2010 forming the basis period for the year of assessment 2011, the Unitholders will be taxed on such
distribution for the year of assessment 2011.
Income Source of Distributions
Unitholders will be chargeable to Singapore income tax on distributions from CLT by the Trustee either
as income sourced under Section 10(1)(a) or Section 10(1)(e) of the Income Tax Act, Chapter 134,
depending on the circumstances of the Unitholders. If a Unitholder holds the Units as investment
assets, the distributions are chargeable to tax under Section 10(1)(e) as gains or profits of an income
nature. If a Unitholder holds the Units as trading assets, the distributions are chargeable to tax under
Section 10(1)(a) as gains or profits from a trade or business.
D-4
CLT distributions of Taxable Income where the Tax Transparency Treatment has been granted
Taxation of individual Unitholders who hold the Units as investment assets
All distributions from CLT by the Trustee to individual Unitholders of the Units who are beneficially
entitled to the distributions, regardless of their nationality or place of residence, will be exempt from
Singapore income tax if they receive such distributions as their investment income and not through a
partnership in Singapore.
Taxation of individual Unitholders who hold the Units as trading assets or through a partnership
in Singapore
Individuals who beneficially own the Units will be subject to Singapore income tax if the distributions
they receive do not qualify to be regarded as their investment income or that the distributions are
received through a partnership in Singapore. Whether or not the distributions received by the individual
Unitholders of the Units form part of their investment income is a question of fact and has to be
determined based on the factual situations of the individual Unitholders. It is advisable for individual
Unitholders of the Units to consult their tax advisors in relation to their particular situations.
Individual Unitholders of the Units do not qualify for the tax exemption as mentioned above will be
chargeable to Singapore income tax at their respective individual rates on distributions received from
CLT if the Units are held as trading assets.
Taxation of Unitholders of the Units who are not individuals
All Unitholders of the Units who are not individuals (Non-Individual Unitholders) are required to
declare the gross amount of trust distributions (including the tax deducted at source, as the case may
be) or the re-grossed amount (the amount of distributions received and the proportionate amount of the
imputed tax) when filing their tax returns and to claim a tax credit for the tax deducted at source or the
imputed tax.
Distributions of CLT made by the Trustee to its Qualifying Foreign Non-individual Unitholders will be
subject to Singapore withholding tax or tax deduction at source at the reduced rate of 10.0% for
distributions made up to 31 March 2015
1
. This reduced withholding tax rate of 10.0% will also apply to
nominee Unitholders of the Units who can demonstrate that the Units are held for beneficial owners
who are Qualifying Foreign Non-individual Unitholders. The tax deducted at source is a final tax.
CLT distributions of Retained Taxable Income or trading income from the disposal of properties
Distributions of CLT made by the Trustee out of income previously taxed at the Trustee level will be
exempt from tax in the hands of all Unitholders. No tax credit will be given to any Unitholder on the tax
payable by the Trustee on such income distributed.
CLT distributions of capital gains from the disposal of properties
Distributions of CLT made by the Trustee out of gains or profits arising from a disposal of properties that
have been confirmed by the IRAS as capital gains are not taxable in the hands of all Unitholders since
the gains or profits do not form part of the statutory income of the Trustee of CLT.
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
D-5
Gains on Disposal of Units
Unitholders who are in the trade or business of dealing in investments will be chargeable to tax on the
profits realised from the disposal of Units. Whether or not a Unitholder is in the trade or business of
dealing in investments will be determined based on the Unitholders circumstances. Unitholders who
are not in the trade or business of dealing in investments may also be chargeable to tax on the gains
realised from the disposal of Units if such gains are treated as trading gains having regard to the
circumstances of the transaction. Unitholders are encouraged to seek advice from their tax advisors to
determine the tax implications regarding the acquisition, ownership and disposition of their investment
in Units.
Declarations by Unitholders
All Qualifying Unitholders, Qualifying Foreign Non-individual Unitholders and nominee Unitholders who
can demonstrate that the Units are held for beneficial owners who are individuals, Qualifying
Unitholders or Qualifying Foreign Non-individual Unitholders are required to make a declaration of their
legal and tax residence status in the prescribed form to be provided by the Trustee. A draft sample is
attached as an annex to this letter. The prescribed form must be completed and returned to the Trustee
within the time limit set by the Trustee and the Manager. The Trustee and the Manager will make a
distribution without deduction of tax or with deduction at the reduced tax rate of 10.0% only if they are
satisfied from the declarations made in the prescribed forms as to their legal and tax residence status.
Individual Unitholders, who hold the Units directly, do not have to make this declaration.
Definition of Tax Resident in the case of a Company
A company is considered to be a tax resident in Singapore if the control and management of the
company is exercised in Singapore.
Terms and Conditions of the Tax Ruling
The Tax Ruling granted by the IRAS is conditional upon the Trustee and the Manager complying with
certain terms and conditions. The Trustee and the Manager have given the relevant undertakings to the
IRAS to take all reasonable steps to comply with all administrative requirements to ensure ease of tax
administration.
The IRAS has expressly reserved the rights to review, amend and revoke the Tax Ruling either in part
or in whole at any time.
Yours faithfully
Leonard Ong
Executive Director, Tax
For and on behalf of
KPMG Tax Services Pte Ltd
D-6
ANNEX A
To: XXX
FORM A
DECLARATION FOR SINGAPORE TAX PURPOSES
Name of registered holder (preprinted) Securities Account No. (preprinted)
Address (preprinted) Holding: Units (preprinted)
Name of Counter: Cache Logistics Trust
(the Units)
Please read the following important notes carefully before completion of this Form:
1 The Trustee and the Manager of Cache Logistics Trust (CLT) will not deduct tax from
distributions made out of CLTs taxable income that is not taxed at CLTs level to:
(a) Unitholders who are individuals and who hold the units either in their sole names or jointly
with other individuals;
(b) Unitholders which are companies incorporated and tax resident in Singapore;
(c) Unitholders which are Singapore branches of foreign companies that have obtained specific
approval from the Inland Revenue Authority of Singapore to receive the distribution from CLT
without deduction of tax; or
(d) Unitholders which are non-corporate entities (excluding partnerships) constituted or
registered in Singapore, such as:
(i) institutions, authorities, persons or funds specified in the First Schedule to the Income
Tax Act (Cap. 134);co-operative societies registered under the Co-operative Societies
Act (Cap. 62);
(ii) trade unions registered under the Trade Unions Act (Cap. 333);
(iii) charities registered under the Charities Act (Cap. 37) or established by an Act of
Parliament; and
(iv) town councils.
D-7
2 For distributions made up to 31 March 2015
1
to classes of Unitholders that do not fall within the
categories stated under Note 1 above, the Trustee and the Manager of CLT will deduct tax at the
rate of 10% if the Unitholders are Qualifying Foreign Non-Individual Unitholders.
A Qualifying Foreign Non-Individual Unitholder is one who is not a resident of Singapore
2
for
income tax purposes and:
(a) who does not have a permanent establishment
3
in Singapore; or
(b) who carries on any operation in Singapore through a permanent establishment in Singapore,
where the funds used to acquire the Units are not obtained from that operation.
3 Unitholders are required to complete the applicable Section A, B or C if they fall within the
categories (b) to (d) stated under Note 1 or Section D if they qualify as a Qualifying Foreign
Non-Individual Unitholders as described under Note 2.
4 The Trustee and the Manager of CLT will rely on the declarations made in this Form to determine
(i) if tax is to be deducted for the categories of Unitholders listed in (b) to (d) under Note 1; and
(ii) if tax is to be deducted at the rate of either 10% or the prevailing corporate tax rate for
distributions to Qualifying Foreign Non-Individual Unitholders. Please therefore ensure that the
appropriate section of this Form is completed in full and legibly and is returned to XXX within the
stipulated time limit. Failure to comply with any of these requirements will render this Form invalid
and therefore, the Trustee and the Manager will be obliged to deduct tax at the prevailing
corporate tax rate from the distributions in respect of which this declaration is made.
5 Unitholders who fall within class (a) under Note 1 are not required to submit this
declaration form.
6 Unitholders who do not fall within the classes of Unitholders listed in Note 1 and Note 2 above can
choose not to return this Form as tax will be deducted from the distributions made to them at the
prevailing corporate tax rate in any case.
7 Unitholders who hold the Units jointly (where at least one of the joint holders is not an individual)
or through nominees do not have to return this Form.
8 Please make sure that the information given and the declaration made in this Form is true and
correct. The making of a false or incorrect declaration constitutes an offence under the Income Tax
Act and the Declarant shall be liable to the appropriate penalties imposed under the said Act.
9 This Form must be returned to XXX by [Date].
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
2 A company is not a resident of Singapore if the management and control of its business is exercised outside Singapore.
3 A permanent establishment is defined under Section 2 of the Income Tax Act to mean a fixed place where a business is
wholly or partly carried on. It includes a place of management, a branch and an office.
D-8
ANNEX A1
DECLARATION FOR SINGAPORE TAX PURPOSES
Section A : To be completed by Unitholder which is a Singapore incorporated company
I, ,
NRIC/Passport No. , the Director of
(the Company) hereby
declare that the Company is the beneficial owner of the holdings stated above and that:
Tick ( ) either the Yes or No box
(a) the Company is incorporated in Singapore and its registration number is
(b) the management and control of the Companys business for the
preceding year and from the beginning of this year to the date of this
Declaration was exercised in Singapore and there is no intention, at the
time of this Declaration, to change the place of management and control
of the Company to a location outside Singapore; and
(c) the Company has previously filed tax returns with the Inland Revenue
Authority of Singapore.

If your reply to (c) is Yes, please proceed with (d) -
(d) the Company is declared as a tax resident of Singapore# based on the
latest tax return filed with the Inland Revenue Authority of Singapore.
Signature of Declarant : Date:
Contact No:
# A company is tax resident in Singapore if the management and control
of its business is exercised in Singapore.
Yes No
D-9
Section B : To be completed by Unitholder which is a Singapore branch of a foreign
company
I, ,
NRIC/Passport No. , the manager of
(the Singapore Branch)
hereby declare that the Singapore Branch is the beneficial owner of the holdings stated above
and that the Inland Revenue Authority of Singapore has granted approval to the Singapore
Branch to receive distribution from CLT without deduction of tax. A copy of the letter of approval
dated is attached.
Signature of Declarant : Date:
Contact No:
D-10
Section C : To be completed by Unitholder which falls under Note 1(d)
I, ,
NRIC/Passport No. , the principal officer of
(the Entity) hereby
declare that the Entity is the beneficial owner of the holdings stated above and that the entity is
(tick whichever is applicable):
an institution, authority, person or fund specified in the First Schedule to the Income
Tax Act (Cap. 134).
a co-operative society registered under the Co-operative Societies Act (Cap. 62).
a trade union registered under the Trade Unions Act (Cap. 333).
a charity registered under the Charities Act (Cap. 37) or a charity established by an
Act of Parliament.
a town council.
any other non-corporate entity (other than a partnership) constituted or registered
in Singapore.
Signature of Declarant : Date:
Contact No:
D-11
Section D : To be completed by Unitholder which falls under Note 2
I, ,
NRIC/Passport No. , the Director/Principal Officer of
(the Entity) hereby
declare that the Entity is the beneficial owner of the holdings stated above and that:
Tick ( ) either the Yes or No box
(a) the Entity is not a resident of Singapore
(1)
for income tax purposes for the
preceding year and from the beginning of this year to the date of this
Declaration and there is no intention, at the time of this Declaration, to
change the tax residence of the Entity to Singapore; and
(b) the Entity does not have a permanent establishment
(2)
in Singapore.

If your reply to (b) is No, please proceed with
(c) the funds used to acquire the holdings in the Units are not obtained by the
Entity from any operation carried on in Singapore through a permanent
establishment in Singapore.
Signature of Declarant : Date:
Contact No:
(1)/(2) Please see front page.
Yes No
D-12
ANNEX B
FORM B
DECLARATION BY DEPOSITORY AGENTS FOR SINGAPORE TAX PURPOSES
Name of registered holder (preprinted) Securities Account No. (preprinted)
Address (preprinted) Holding: Units (preprinted)
Name of Counter: Cache Logistics Trust
(the Units)
Please read the following important notes carefully before completion of this Form:
1 The Trustee and the Manager of Cache Logistics Trust (CLT) will deduct tax at the prevailing
corporate tax rate from distributions made out of CLTs taxable income, that is not taxed at CLTs
level, in respect of the Units held by you in your capacity as a Depository Agent except where the
beneficial owners of these Units are:
(i) individuals and the units are not held through a partnership in Singapore;
(ii) qualifying Unitholders; or
(iii) Qualifying Foreign Non-Individual Unitholders.
2 Tax will not be deducted for distributions made in respect of the Units held by you for the benefit
of Unitholders who fall within categories (i) and (ii) of Note 1. Tax will be deducted at the reduced
rate of 10% for distributions made up to 31 March 2015
1
, in respect of the Units held by you for
the benefit of foreign non-individual Unitholders.
3 A Qualifying Unitholder refers to:
(i) a company incorporated and tax resident in Singapore;
(ii) non-corporate entities (excluding partnerships) constituted or registered in Singapore; such
as:
(a) institutions, authorities, persons or funds specified in the First Schedule to the Income
Tax Act (Cap. 134);
(b) co-operative societies registered under the Co-operative Societies Act (Cap. 62);
(c) trade unions registered under the Trade Unions Act (Cap. 333);
(d) charities registered under the Charities Act (Cap. 37) or established by an Act of
Parliament; and
(e) town councils;
1 Announced in Singapore Budget 2010, but not yet promulgated into law.
D-13
(iii) a Singapore branch of a foreign company which has obtained from the Inland Revenue
Authority of Singapore, a waiver from tax deducted at source in respect of distributions from
CLT.
4 A Qualifying Foreign Non-Individual Unitholder is one who is not a resident in Singapore
1
for
income tax purposes and:
(i) who does not have a permanent establishment
2
in Singapore; or
(ii) who carries on any operation in Singapore through a permanent establishment in Singapore,
where the funds used to acquire the Units are not obtained from that operation.
5 The Trustee and the Manager of CLT will rely on the declarations made in this Form to determine
the applicable rate at which tax is to be deducted in respect of the Units held by you in your
capacity as a Depository Agent. Please therefore ensure that this Form and the Annexes are
completed in full and legibly and is returned to XXX within the stipulated time limit. Failure to
comply with any of these requirements will render this Form invalid and the Trustee and the
Manager will deduct tax at the prevailing corporate tax rate from the distributions in respect of
which this declaration is made.
6 Please make sure that the information given and the declaration made in this Form is true and
correct. The making of false or incorrect declaration constitutes an offence under the Income Tax
Act and the Declarant shall be liable to the appropriate penalties imposed under the said Act.
7 This Form, together with hard copy of the Annexes, must be returned to XXX by [Date]. Please
complete the Annexes using the soft copy of the excel spreadsheet provided to you and also email
a soft copy of the completed Annexes to XXX at [Email] by [Date]. Please note that it is
compulsory to email the soft copy of the completed Annexes.
1 A company is a not resident of Singapore if the management and control of its business for the preceding year and from
the beginning of this year to the date of this declaration was exercised outside Singapore and there is no intention, at the
time of this declaration, to change tax residence of the company to Singapore.
2 A permanent establishment is defined under Section 2 of the Income Tax Act to mean a fixed place where a business is
wholly or partly carried on. It includes a place of management, a branch and an office.
D-14
Declaration
I, , NRIC/Passport No. , the principal officer of
(the Depository Agent) hereby
declare that the Units registered in the name of the Depository Agent and deposited in the
sub-accounts maintained with The Central Depository (Pte) Ltd, as listed in the Annexes B1 to B3
to this declaration, belonged beneficially to persons who are individuals, Qualifying Unitholders
(as defined in Note 3 above) and qualifying foreign non-individual Unitholders (as defined in Note
4 above), respectively. The details of each of these beneficial owners are also listed in the
respective Annexes.
We hereby also undertake to provide the actual amount of gross distribution made to each
Qualifying Unitholder in the format provided in Annex B2 and to email a soft copy of Annex B2 to
XXX within 21 days from the date of the distribution.
Signature of Declarant: Date:
Contact No:
D-15
ANNEX B1
Cache Logistics Trust
Distribution Period:
Annex to Declaration Form B Individuals
S/No. CDP Sub-Account No.
Name of beneficiary
holder(s) Identification No.*
Number of
units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
* This refers to Singapore NRIC No., foreign ID No. or Passport No.
D-16
ANNEX B2
Cache Logistics Trust
Distribution Period:
Annex to Declaration Form B Qualifying Unitholders
S/No. CDP Sub-Account No.
Name of beneficiary
holder(s) Registration No.*
Number of
units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
* This refers to ROC/Tax Reference No.
D-17
ANNEX B3
Cache Logistics Trust
Distribution Period:
Annex to Declaration Form B Qualifying Foreign Non-Individual Unitholders
S/No. CDP Sub-Account No.
Name of beneficiary
holder(s) Address
Number of
units
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
D-18
E-1
APPENDIX E
INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS









6 Battery Road #32-01
Singapore 049909
T (65) 6224 8181
F (65) 6225 1987
[Link]
Co. Reg. No.: 197701161R
V a l u a t i o n & A d v i s o r y S e r v i c e s
CB Richard Ellis (Pte) Ltd

31 October 2009


ARA-CWT Trust Management (Cache) Limited
(as Manager of Cache Logistics Trust)
6 Temasek Boulevard
#16-02 Suntec Tower Four
Singapore 038986

Dear Sirs

1) 24 Penjuru Road, CWT Commodity Hub
2) 2 Fishery Port Road, CWT Cold Hub
3) 51 Alps Avenue, Schenker Megahub
4) 5 Changi South Lane, C&P Changi Districentre
5) 40 Alps Avenue, Hi-Speed Logistics Centre
6) 3 Changi South Street 3, C&P Changi Districentre 2
all within Singapore. (Together "The Properties")

Instructions
We refer to instructions issued by ARA-CWT Trust Management (Cache) Limited (as Manager of Cache
Logistics Trust) (the Manager), requesting formal valuation advice in respect of the abovementioned
industrial properties. We have specifically been instructed to provide our opinion of Market Value of the
remaining leasehold interest in the Properties as at 31 October 2009, subject to proposed Master Leases and
occupancy arrangements as disclosed.

We have prepared comprehensive formal valuation reports (individually a "Report" and collectively the
"Reports") in accordance with the requirements of our instructions and the following international definition of
Market Value, namely:

"Market Value is the estimated amount for which an asset should exchange on the date of valuation between a
willing buyer and a willing seller in an arms length transaction, after proper marketing, wherein the parties had
each acted knowledgeably, prudently and without compulsion".
and also on the following basis:

"the price at which the property might reasonably be expected to be sold at the date of the valuation
assuming:

i. a willing, but not anxious, buyer and seller; and
ii. a reasonable period within which to negotiate the sale, having regard to the nature and situation of
the property and the state of the market for property of the same kind; and
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
iii. that the property will be reasonably exposed to the market; and
iv. that no account is taken of the value or other advantage or benefit, additional to market value, to the
buyer incidental to ownership of the property being valued; and
v. that the Trust has sufficient resources to allow a reasonable period for the exposure of the property
for sale; and
vi. that the Trust has sufficient resources to negotiate an agreement for the sale of the property."

In adopting this definition of value, we are of the opinion that it is consistent with the international definition of
Market Value as advocated by the Royal Institution of Chartered Surveyors (RICS).

For the specific purposes of this Prospectus, we provide a Summary of the Reports outlining key factors that
have been considered in arriving at our opinions of value. The value conclusions reflect all information
known by the valuers of CB Richard Ellis (Pte) Ltd who worked on the valuations in respect to the Properties,
market conditions and available data.

Reliance on This Letter
For the purposes of this Prospectus, we have prepared this letter which summarises our Reports and outlines
key factors which have been considered in arriving at our opinions of value. This letter alone does not
contain the necessary data and support information included in our Reports. For further information to that
contained herein, reference should be made to the Reports, copies of which are held by the Manager.

CB Richard Ellis has provided the Manager with comprehensive valuation reports for each of the Properties.
The valuations and market information are not guarantees or predictions and must be read in consideration
of the following:

x Each report is approximately 50 to 60 pages in length and the conclusions as to the estimated value
are based upon the factual information set forth in that Report. Whilst CB Richard Ellis has
endeavoured to assure the accuracy of the factual information, it has not independently verified all
information provided by the Manager (primarily copies of leases and financial information with
respect to the Properties as well as reports by independent consultants engaged by the Manager, or
the government of Singapore (primarily statistical information relating to market conditions). CB
Richard Ellis believes that every investor, before making an investment in the Cache Logistics Trust,
should review at least one of the Reports to understand the complexity of the methodology and the
many variables involved.

x The methodologies used by CB Richard Ellis in valuing the Properties the Capitalisation of Income
and Discounted Cashflow Analysis are based upon estimates of future results and are not
predictions. These valuation methodologies are summarised in the Valuation Rationale section of this
letter. Each methodology begins with a set of assumptions as to income and expenses of the Property
and future economic conditions in the local market. The income and expense figures are
mathematically extended with adjustments for estimated changes in economic conditions. The
resultant value is considered the best practice estimate, but is not to be construed as a prediction or
guarantee and is fully dependent upon the accuracy of the assumptions as to income, expenses and
market conditions. The basic assumptions utilised for the properties is summarised in the Valuation
Rationale section of this letter.

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31 October 2009
Page 3
V a l u a t i o n & A d v i s o r y S e r v i c e s
x The Reports were undertaken based upon information available as at September 2009. CB Richard
Ellis accepts no responsibility for subsequent changes in information as to income, expenses or
market conditions.

Property Descriptions
The following pages provide a brief summary of each of the 6 properties.
1) 24 Penjuru Road, CWT Commodity Hub
The newly completed CWT Commodity Hub comprises a 10-storey office annexe block adjoining two
building blocks of 5-storey ramp-up warehouse and logistics facility featuring high clearance
warehouse areas in conjunction with ancillary office accommodation; and a 5-storey warehouse with
mezzanine office. The development was built in 2 phases; Phase 1 comprising the 10-storey office
annexe block and the front block of 5-storey warehouse (Warehouse 1 & 2) and the driveway ramp and
Phase 1A comprising the rear block of 5-storey warehouse (Warehouse 3, 4 & 5) which is an extension
to the Phase 1 block and a 2-storey warehouse (Warehouse 6) which is located to the rear of the ramp.
The ramp located between Warehouses 1 & 3 provides the connecting link to all the warehouse space,
including Warehouse 6.
There is a large marshalling/container yard (approximately 103,793 square feet) at the rear of
Warehouses 3 to 5 (fronting Penjuru Place). This marshalling yard is used for trailer chases, empty
containers and storage of steel plates, pipes and other steel sections.
Other improvements on the site include a guardhouse at the main entrance along Penjuru Close,
reinforced concrete driveways within the compound, line marked surface car parking bays and
perimeter security fencing.
Temporary Occupation Permit (TOP) was issued in stages for both phases. Phase 1's TOP was issued
in April 2008 and August 2008 whilst the TOP for Phase 1A's Warehouse 3 was issued in April 2009
and TOP for Warehouse 4 & 5 in September 2009. The TOP for the additional 2-storey warehouse
(Warehouse 6) was issued in October 2009.
The property is situated within the Penjuru/Pandan area of the Jurong Industrial Estate which is located
at the south-western part of the island and is the largest industrial estate in Singapore. The estate
comprises a mix of Jurong Town Corporation (JTC) and privately built warehouse and logistics
industrial buildings. Prominent industrial buildings in the vicinity include Penjuru Tech Hub, Alfa Romeo
Building, Soon Hock Holding Logistics Building and Penjuru Logistics Hub amongst others. Along the
rear northern flank of the property, at the end of Penjuru Place is the Jurong Penjuru Dormitory 1 and
2. Teban Gardens and Pandan Gardens are 2 neighbouring housing estates located within a 3 km
radius and further east and north-east is the Housing And Development Board's (HDB) Clementi estate.
The property is located close to the port, the Central Business District (CBD), Jurong Island and Jurong
Gateway which will in the near future be Singapore's biggest commercial hub outside the CBD. The
property is only about 5 minutes' drive away from the Jurong East MRT Station. Accessibility to other
parts of Singapore is facilitated by its proximity to the nearby Ayer Rajah Expressway, Pan-Island
Expressway and West Coast Highway.
The property will be leased back to CWT Limited as the Master Lessee, immediately following the
completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5
years. We have assumed that the option for renewal will be exercised by the Master Lessee.
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
CWT Limited's lease commencing on the date of the completion of the Sale and Purchase for an area
of 2,295,994 square feet (subject to survey) is subject to rental escalation of 1.5% p.a. The contracted
rent is S$28,929,524 per annum, reflecting a rate of about S$1.05 per square foot per month. The
tenant bears all property outgoing expenses including annual land rent, property tax and service
charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and
other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of
M&E items and Lessor's own property management fees.
2) 2 Fishery Port Road, CWT Cold Hub
The property is a cold storage facility comprising a 2-storey "ramp up" warehouse with mezzanine
offices. The cold storage warehouses feature high clearance ceiling height and minimal columns.
Other improvements on the site include a guardhouse at the main entrance, reinforced concrete
driveways and a concrete ramp leading to the 2nd storey accommodation; turning areas and line
marked surface car parking bays and perimeter security fencing. The concrete ramp has been
designed to allow two forty-foot containers to travel on the ramp simultaneously.
The Temporary Occupation Permit (TOP) was issued in June 2007 for the building excluding the
refrigerant plant room and 1st and 2nd storey cold rooms. The TOP for the refrigerant plant room and
1st and 2nd storey cold rooms was issued in July 2007. The Certificate of Statutory Completion (CSC)
for the whole building was issued in March 2008. The building is considered to be in good condition
overall.
The property is situated within the food zone near the Penjuru/ Pandan area of the Jurong Industrial
Estate which is located at the south-western part of the island and is the largest industrial estate in
Singapore. The estate comprises a mix of Jurong Town Corporation (JTC) and privately built
warehouse and logistics industrial buildings. Prominent industrial buildings in the vicinity include
primary Industries, Ben Foods, NCS Building and Jurong Logistics Hub amongst others. Teban
Gardens and Pandan Gardens are 2 neighbouring housing estates located within a 4 km radius and
further east and north-east is the Housing And Development Board's (HDB) Clementi estate. These
estates provide the necessary public amenities for the industrial establishments in this locality. Several
private residential estates and developments are located generally to the north-east. The property is
located close to the port, the Central Business District (CBD), Jurong Island and Jurong Gateway which
will in the near future be Singapore's biggest commercial hub outside the CBD. The property is less
than 10 minutes' drive away from the Jurong East MRT Stattion. Accessibility to other parts of
Singapore is facilitated by its proximity to the nearby Ayer Rajah Expressway, Pan-Island Expressway and
West Coast Highway.
The property will be leased back to CWT Limited as Master Lessee, immediately following the
completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5
years. We have assumed that the option for renewal will be exercised by the Master Lessee.
CWT Limited's lease commencing on the date of the completion of the Sale and Purchase for an area
of 341,944 square feet (subject to survey) is subject to rental escalation of 1.5% p.a. The contracted
rent is S$9,847,987 per annum, reflecting a rate of about S$2.40 per square foot per month. The
tenant bears all property outgoing expenses including annual land rent, property tax and service
charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of
M&E items and Lessor's own property management fees.
3) 51 Alps Avenue, Schenker Megahub
The property is improved with an 8-storey ramp-up warehouse and logistics facility comprising 4 levels
of warehouse featuring high clearance and ancillary offices on the even number floors. The 1st, 3rd,
5th & 7th storey warehouse space has dedicated loading/unloading space with the upper floor
warehouse being served by a vehicular ramp. The building has a total of 44 loading/unloading bays
with dock levellers.
Other improvements on the site include a guardhouse each at two entrances, reinforced concrete
driveway, a concrete ramp that goes up to the 7th storey, and line marked surface car parking bays on
the 1st storey and perimeter security fencing.
The Temporary Occupation Permit (TOP) was issued in June 2006 whilst the Certificate of Statutory
Completion (CSC) was issued in December 2006. The building is considered to be in good condition
overall.
The property is situated within the Airport Logistics Park of Singapore (ALPS) which is located at the
eastern end of Singapore and adjacent to Changi Airport. Developments within the vicinity comprise
purpose built warehousing and logistics facilities that are generally engaged in the air-freight
logistic/distribution trade. Prominent developments in the vicinity include warehousing and logistics
facilities of DHL Excel, Schenker Logistics, Sandvik, SDV, UPS, Nippon Express, Menlo and Expeditors.
An amenity centre accommodating a food court is located nearby. The Changi Airfreight Centre
operated by Changi Aviation Authority of Singapore (CAAS), which handles air cargo through Changi
Airport is located next to ALPs. Changi North/South Industrial Estates and Changi Business Park are
also located nearby.
The property will be leased back immediately following the completion of the Sale and Purchase, to
C&P Land Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its ultimate
parent company, C&P, for its lease obligations over the term of the Master Lease. The initial lease term
will expire on 31 August 2016. There is an option to renew of not less than 5 years at a revised rent to
be agreed between the Trustee and the Master Lessee. There will be a rent review at the end of the 5th
year of the initial lease term at a revised rent to be agreed between the Trustee and the Master Lessee.
We have assumed that the option for renewal will be exercised by the Master Lessee.
C&P Land Pte Ltd's lease commencing on the date of the completion of the Sale and Purchase for an
area of 439,956 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is
S$7,391,386 per annum, reflecting a rate of about S$1.40 per square foot per month. The tenant
bears all property outgoing expenses including annual land rent, property tax and service charges
including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other
M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E
items and Lessor's own property management fees.
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
4) 5 Changi South Lane, C&P Changi Districentre
The property comprises a 6-storey "ramp up" warehouse and logistics facility featuring high clearance
warehouse areas in conjunction with ancillary office accommodation. The warehouse accommodation
is located over 5 storeys whilst the office accommodation is located on the 6th storey and within 5
mezzanine levels.
Other improvements on the site include a guardhouse at the main entrance and another guard house
at the side entrance; reinforced concrete driveways, turning areas and line marked surface car parking
bays and perimeter security fencing.
The Temporary Occupation Permit was issued in November 2006 and the Certificate of Statutory
Completion (CSC) was issued in January 2008. The building is considered to be in good condition
overall.
The property is situated within Changi South Industrial Estate which is located at the eastern part of
Singapore. Developments within the vicinity comprise other Jurong Town Corporation (JTC) built
standard and terrace factories as well as purpose-built multi-storey warehouse or factory buildings that
are generally engaged in the air-freight logistic/distribution trade. Developments within the immediate
vicinity comprise other purpose-built multi-storey warehouse or factory buildings such as Goodrich
Building, UPS Building, Accord Famous Districentre, Kingsmen Creative Centre, Ossia Building and
Kian Ann Building amongst others. To the south across Upper Changi Road East are a large vacant
plot of land, the MRT Changi Depot, Singapore Expo and Bedok Water Reclamation Plant. Across
Simei Avenue to the east is the ITE College East. The Changi Business Park and the rest of the Changi
South Industrial Estate are located some distance away to the south-east direction along Xilin Avenue.
Further east is the Singapore Changi Airport whilst further west is the Bedok Town Centre. Further to
the north is Changi General Hospital and more industrial properties including the Bedok Industrial
Park, East Link Light Industrial Factory and Eastech. The Pan-Island Expressway (PIE) is situated to the
north of the property, while to the south is Tanah Merah MRT station.
The property will be leased back to C & P Distribution Pte Ltd as Master Lessee, immediately following
the completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than
5 years. We have assumed that the option for renewal will be exercised by the Master Lessee.
C&P Distribution Pte Ltd's lease commencing on the date of completion of the Sale and Purchase for an
area of 364,278 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is
S$6,119,933 per annum, reflecting a rate of about S$1.40 per square foot per month. The tenant
bears all property outgoing expenses including annual land rent, property tax and service charges
including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other
M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E
items and Lessor's own property management fees.
5) 40 Alps Avenue, Hi-Speed Logistics Centre
The property is improved with a 7-storey logistics facility comprising 4 levels of warehouse with a ramp
located on the northern flank of the building, leading from the 1st storey directly to the 3rd storey; and
a 7-storey office annexe. The warehouse space has high clearance and dedicated loading/unloading
space. The building has a total of 20 loading/unloading bays with dock levellers. Located mainly at
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
the front compound are 37 car park lots and there are another 12 lorry/trailer lots at the rear of the
building.
Other improvements on the site include a guardhouse at the main entrance, reinforced concrete
driveways, a concrete ramp that goes up to the 3rd storey, and line marked surface car parking bays
and perimeter security fencing.
The Certificate of Statutory Completion (CSC) was issued in October 2006. The building is considered
to be in good condition overall.
The property is situated within the Airport Logistics Park of Singapore (ALPS) which is located at the
eastern end of Singapore and adjacent to Changi Airport. Developments within the vicinity
comprise purpose built warehousing and logistics facilities that are generally engaged in the air-freight
logistic/distribution trade. Prominent developments in the vicinity include warehousing and logistics
facilities of DHL Excel, Schenker Logistics, Sandvik, SDV, UPS, Nippon Express, Menlo and Expeditors.
An amenity centre accommodating a food court is located nearby. The Changi Airfreight Centre
operated by Changi Aviation Authority of Singapore (CAAS), which handles air cargo through Changi
Airport is located next to ALPs. Changi North/South Industrial Estates and Changi Business Park are
also located nearby.
The property will be leased back immediately following the completion of the Sale and Purchase, to
C&P Distribution Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its
ultimate parent company, C&P, for its lease obligations over the term of the Master Lease. The initial
lease term will expire on 15 October 2016. There is an option to renew of not less than 5 years at a
revised rent to be agreed between the Trustee and the Master Lessee. There will be a rent review at the
end of the 5th year of the initial lease term at a revised rent to be agreed between the Trustee and the
Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.
C&P Distribution Pte Ltd's lease commencing on the date of the completion of the Sale and Purchase
for an area of 308,626 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is
S$5,181234 per annum, reflecting a rate of about S$1.40 per square foot per month. The tenant
bears all property outgoing expenses including annual land rent, property tax and service charges
including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other
M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E
items and Lessor's own property management fees.
6) 3 Changi South Street 3, C&P Changi Districentre 2
The property comprises a 5-storey structure accommodating 3 levels of cargo lift warehouse and 4
levels of ancillary office. The building is configured to provide warehouse accommodation on the 1st,
3rd and 5th storeys with the office accommodation located on the 1st to 4th storeys.
Other improvements on the site include two metal sliding entrance gates, a guardhouse at the main
entrance gate, reinforced concrete driveways, line marked surface car parking bays and perimeter
security fencing.
The Certificate of Statutory Completion (CSC) was issued in June 1998. The building is considered to
be in good condition overall.
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
The property is situated within Changi South Industrial Estate which is located at the eastern part of
Singapore. Developments within the vicinity primarily comprise Jurong Town Corporation (JTC) built
standard and terrace factories as well as purpose-built multi-storey warehouse or factory buildings that
are generally engaged in the air-freight logistic/distribution trade. Developments within the immediate
vicinity comprise other purpose-built multi-storey warehouse or factory buildings such as Sim Siang
Choon Building, KTL Distribution Centre, OCH Industrial Building, tang Logistics Centre, Builders
Centre and Freight Link Express Districentre amongst others. Directly to the east is the Tanah Merah
Golf Course (Tampines Course) whilst further east is the Singapore Changi Airport. The Laguna
National Golf and Country Club is to the south, across Xilin Avenue. The Singapore Expo Centre is
located generally to the north-west of the industrial estate. Further to the north-west is Changi General
Hospital and more industrial properties including the Bedok Industrial Park, East Link Light Industrial
Factory and Eastech. The Pan-Island Expressway (PIE) is situated to the north-west of the property, while
generally to the south is the East Coast Parkway. The Expo MRT Station is located nearby.
The property will be leased back to C & P Holdings Pte Ltd as Master Lessee, immediately following the
completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5
years. We have assumed that the option for renewal will be exercised by the Master Lessee.
C&P Holdings Pte Ltd's lease commencing on the date of the completion of the Sale and Purchase for
an area of 105,945 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is
S$1,525,666 per annum, reflecting a rate of about S$1.20 per square foot per month. The tenant
bears all property outgoing expenses including annual land rent, property tax and service charges
including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other
M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E
items and Lessor's own property management fees.
Summary of Property Details
The following table summarises other key property details for each property:

Property Land Area (sm)
GFA
(sq ft)
Remaining Land
Lease Term (Yrs,
approx.)
1) 24 Penjuru Road, CWT Commodity Hub 85,322 2,295,994 25.80
2) 2 Fishery Port Road, CWT Cold Hub 23,681 341,944 56.14
3) 51 Alps Avenue, Schenker Megahub 20,452 439,956 55.58
4) 5 Changi South Lane, C&P Changi Districentre 13,541 364,278 55.79
5) 40 Alps Avenue, Hi-Speed Logistics Centre 15,000 308,626 55.79
6) 3 Changi South Street 3, C&P Changi Districentre 2 6,110 105,945 46.29

Valuation Rationale
In arriving at our opinion of value, we have considered relevant general and economic factors and in
particular have investigated recent sales and leasing transactions of comparable properties that have occurred
in the industrial property market. We have primarily utilised the Capitalisation Approach and Discounted
Cash Flow analysis in undertaking our assessment for each of the Properties.

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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
Capitalisation Approach
We have utilised a capitalisation approach in which the sustainable net income on a fully leased basis has
been estimated having regard to the current passing rental income. From this figure, we have deducted
property management fee as all other outgoings including property tax and land rent are tenant's liability.

The resultant net income has thereafter been capitalised for the remaining tenure of the respective Properties
to produce a core capital value. The yields adopted reflect the nature, location and tenancy profile of the
Properties together with current market investment criteria, as evidenced by the sales evidence considered.
Thereafter, appropriate capital adjustments have been included relating to rental reversion adjustments and
capital expenditure requirements.

Discounted Cash Flow Analysis
We have also carried out a discounted cash flow analysis over a 10-year investment horizon in which we have
assumed that the Property is sold at the commencement of the eleventh year of the cashflow. This form of
analysis allows an investor or owner to make an assessment of the long term return that is likely to be derived
from a property with a combination of both rental and capital growth over an assumed investment horizon. In
undertaking this analysis, a wide range of assumptions are made including a target or pre-selected internal
rate of return, rental growth, sale price of the property at the end of the investment horizon, costs associated
with the initial purchase of the property and also its disposal at the end of the investment period.
We have investigated the current market requirements for an investment return over a 10-year period from
industrial property. We hold regular discussions with investors active in the market, both as purchasers and
owners of industrial properties. From this evidence, we conclude that market expectations are currently in the
order of 8.0% to 8.5%. We note that the Singapore 10-year bond rate is trading in the order of 2.03% and
2.61% during the last year, indicating a risk premium of between circa 5.4 % and 6.5%. The slightly higher
premium for this portfolio reflects the inherent investment risks associated with the properties and the current
status of the local bond rate.

Our selected terminal capitalisation rates, used to estimate the terminal sale price, takes into consideration
perceived market conditions in the future, estimated tenancy and cash flow profile and the overall physical
condition of the building in 10 years' time. The adopted terminal capitalisation rate additionally has regard to
the duration of the remaining tenure of the Properties at the end of the cash flow period.

Summary of Values
Based on the above, the following table outlines the salient valuation assumptions adopted in undertaking our
assessment:

Property Cap Rate
Target
Discount
Rate (10 yrs)
Terminal
Cap Rate
Adopted Value
(as at 31
October 2009) Value psf
1) 24 Penjuru Road, CWT Commodity Hub 7.25% 8.50% 7.50% 324,900,000 142
2) 2 Fishery Port Road, CWT Cold Hub 7.00% 8.25% 7.25% 130,000,000 380
3) 51 Alps Avenue, Schenker Megahub 7.00% 8.25% 7.25% 100,800,000 229
4) 5 Changi South Lane, C&P Changi Districentre 7.00% 8.25% 7.25% 83,400,000 229
5) 40 Alps Avenue, Hi-Speed Logistics Centre 7.00% 8.25% 7.25% 70,700,000 229
6) 3 Changi South Street 3, C&P Changi Districentre 2 7.25% 8.25% 7.50% 19,700,000 186

The aggregate value of the individual values detailed above is S$729,500,000.
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31 October 2009
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V a l u a t i o n & A d v i s o r y S e r v i c e s
Assessment of Value
We are of the opinion that the Market Value of the leasehold interest in the Properties, subject to the
proposed tenancies and occupancy arrangements, is:

Total Portfolio 6 Properties
S$729,500,000
(Singapore Dollars: Seven Hundred and Twenty-nine Million and Five Hundred Thousand)

Disclaimer
Mr Li Hiaw Ho, Ms Sim Hwee Yan, and CB Richard Ellis have prepared this Valuation Summary Letter which
appears in this prospectus and specifically disclaim liability to any person in the event of any omission from or
false or misleading statement included in the prospectus, other than in respect of the information provided
within the aforementioned Reports and this Valuation Summary letter. Mr Li Hiaw Ho, Ms Sim Hwee Yan and
CB Richard Ellis do not make any warranty or representation as to the accuracy of the information in any
other part of the prospectus other than as expressly made or given by CB Richard Ellis in this Valuation
Summary letter.

CB Richard Ellis has relied upon property data supplied by the Manager which we assume to be true and
accurate. CB Richard Ellis takes no responsibility for inaccurate client supplied data and subsequent
conclusions related to such data.

The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting
conditions and are our personal, unbiased professional analyses, opinions and conclusions. Messrs Li Hiaw
Ho and Sim Hwee Yan have no present or prospective interest in the Properties and have no personal interest
or bias with respect to the party/s involved. The valuers compensation is not contingent upon the reporting of
a predetermined value or direction in value that favours the cause of the client, the amount of the value
estimate, the attainment of a stipulated result, or the occurrence of a subsequent event (such as a lending
proposal or sale negotiation).

We hereby certify that the valuers undertaking these valuations are authorised to practise as valuers and have
at least 15 years continuous experience in valuation.


Yours sincerely
CB Richard Ellis (Pte) Ltd





Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Sim Hwee Yan BSc (Est. Mgt) Hons FSISV
Appraiser's Licence, No. AD041-2445 Appraisers Licence No. AD041-20041-55J
Executive Director Valuation & Advisory Services Executive Director - Valuation & Advisory Services
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Knight Frank Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581
Tel: (65) 6222 1333 Fax: (65) 6224 5843 [Link] Reg. No. 198205243Z

Other Offices:
Knight Frank Estate Management Pte Ltd 3 Lim Teck Kim Road #01-01/02 Singapore Technologies Building Singapore 088934
Knight Frank Shopping Centre Management Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581
KF Property Network Pte Ltd (Licensee) 167 Jalan Bukit Merah #06-10 Connection One Tower 5 Singapore 150167
31 October 2009


HSBC Institutional Trust Services (Singapore) Limited
(as Trustee of Cache Logistics Trust)
21 Collyer Quay
#10-01 HSBC Building
Singapore 049320


Dear Sirs


Valuation Of
(1) 2 Fishery Port Road, CWT Cold Hub
(2) 24 Penjuru Road, CWT Commodity Hub
(3) 3 Changi South Street 3, C&P Changi Districentre 2
(4) 5 Changi South Lane, C&P Changi Districentre
(5) 40 Alps Avenue, Hi-Speed Logistics Centre
(6) 51 Alps Avenue, Schenker Megahub
Singapore


1 Instructions

We thank you for your instructions to carry out a formal valuation in respect of the abovementioned
properties (the Properties and each, a Property) for acquisition and corporate finance purposes.
We have specifically been instructed to provide our opinion of the Open Market Values of the
Properties, prepared as at 31 October 2009, subject to the proposed Master Leases.

We have, in accordance with the instructions, prepared formal comprehensive valuation reports
(individually a Report and collectively the Report).

Our valuation is our opinion of the Open Market Value, which we would define as intended to
mean:

"the best price at which the sale of an interest in property might reasonably be expected to have
been completed unconditionally for cash consideration on the date of valuation, assuming:

(a) a willing, but not anxious, buyer and seller;

(b) that prior to the date of valuation, there had been a reasonable period (having regard to the
nature of the property and the state of the market), for the proper marketing of the interest, for
the agreement of price and terms and for the completion of the sale;

(c) that the state of the market, level of values and other circumstances were, on any earlier
assumed date of exchange of contracts, the same as on the date of valuation; and

(d) that no account is taken of any additional bid by a purchaser with a special interest.

Ccit No. 160076

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2

1 Instructions

Our valuation has been made on the assumption that the Properties are sold in the open market
without the benefit of a deferred term contract or any similar arrangement which would serve to
alter the value of the Properties.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on
the Properties or for any expenses or taxation which may be incurred in effecting a sale. Unless
otherwise stated, it is assumed that the Properties are free from encumbrances, restrictions and
outgoings of an onerous nature which could affect value.

In preparing this valuation, we have relied on information provided by ARA CWT Trust
Management (Cache) Limited (the Manager) and the Lessees, particularly in respect of such
matters as floor areas, proposed leaseback terms and conditions, tenure, building specifications,
year of completion, outgoings, annual rent, annual value, etc. Dimensions, measurements and
areas are approximations.

We have prepared and provided this summary of the Reports outlining key factors that have been
considered in arriving at our opinions of value. The value conclusions reflect all information known
by the valuers of Knight Frank Pte Ltd who worked on the valuations in respect to the Properties,
market conditions and available data.


2 Reliance on This Letter

This letter alone does not contain all the necessary data and support information included in our
Reports. Knight Frank Pte Ltd has provided the Trustee with a comprehensive valuation report for
each of the properties. The valuation and market information are not guarantees or predictions and
must be read in consideration of the following:

(a) The estimated value is based upon the factual information provided by the Manager. Whilst
Knight Frank Pte Ltd has endeavoured to assure the accuracy of the factual information, it
has not independently verified all information provided by the Manager or the Government of
Singapore (primarily statistical information relating to market conditions).

(b) The methodologies used by Knight Frank Pte Ltd in valuing the Properties the Investment
Method and Discounted Cash Flow Analysis are based upon estimates of future results and
are not predictions. These valuation methodologies are summarised in Section 11 of this
letter. Each methodology is based on a set of assumptions as to income and expenses of
the relevant Property and future economic conditions in the local market. The income and
expense figures are mathematically extended with adjustments for estimated changes in
economic conditions. The resultant value is considered the best practice estimate but is not
to be construed as a prediction or guarantee and is fully dependent upon the accuracy of the
assumptions as to income, expenses and market conditions.

(c) The Reports were undertaken based upon information available as at 31 October 2009.
Knight Frank Pte Ltd accepts no responsibility for subsequent changes in information as to
income, expenses or market conditions.

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3

3 Leaseback Terms and Conditions

The Master Lessee is responsible for all day to day maintenance, land rent, service charge,
insurance, cleaning, security, utilities, servicing of lifts and other M&E items and property tax. The
Lessor is responsible for capital expenditure including replacement of M&E equipment, all repairs
of a structural nature and the Lessors own property management fees.

The profile of the leaseback for the Properties is similar to recent purchases of entire industrial
buildings by real estate investment trusts (REITS). These properties are subject to future payment
of ground rentals to the Head Lessor and most transactions involved sale and leaseback at triple
net rental basis (i.e. net of land rent, property tax and all outgoings) or other special financial
arrangements.

The initial annual rents of the Properties are as follows:

Property Initial Annual Rent
CWT Cold Hub $ 9,847,987
CWT Commodity Hub $28,929,524
C&P Changi Districentre 2 $ 1,525,666
C&P Changi Districentre $ 6,119,933
Hi-Speed Logistics Centre $ 5,181,234
Schenker Megahub $ 7,391,386
Total $58,995,730


The rent will be subject to increase annually by 1.5% over the preceding years rent.


4 Summary of CWT Cold Hub

Brief Description

CWT Cold Hub is located on the western side of Fishery Port Road, off Jalan Buroh, within Jurong
Industrial Estate and approximately 21.0 km from the City Centre. It is located within a food zone.
It is a 2-storey ramp-up cold storage logistics facility comprising warehouses with mezzanine
offices. The building offers variable temperature control for a variety of food usages. The
Temporary Occupation Permits for the subject property were issued on 13 June 2007 and 9 July
2007. The Certificate of Statutory Completion was issued on 20 March 2008.


Lease Condition

CWT Cold Hub will be leased back to CWT Limited as the Master Lessee. The initial lease term is
for 5 years from the date of completion of the Sale and Purchase with an option to renew of not
less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. We
have assumed that the option for renewal will be exercised by the Master Lessee.

The initial annual rental is $9,847,987/-, reflecting $25.83 psm (or about $2.40 psf) per month over
the gross floor area.

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4

5 Summary of CWT Community Hub

Brief Description

CWT Community Hub is located on the western side of Penjuru Road, bounded by Penjuru Place
and Penjuru Close, off Jalan Buroh, within Jurong Industrial Estate and approximately 16.5 km
from the City Centre. It is located directly opposite Pandan Reservoir. It comprises a 10-storey
office annexe block adjoining two building blocks of 5-storey ramp-up warehouse and logistics
facility featuring high clearance warehouse areas in conjunction with ancillary office
accommodation; and a 5-storey warehouse with mezzanine office. The development was built in 2
phases; Phase 1 comprising the 10-storey office annexe block and the front block of 5-storey
warehouse (Warehouse 1 & 2) and the driveway ramp and Phase 1A comprising the rear block of
5-storey warehouse (Warehouse 3, 4 & 5) which is an extension to the Phase 1 block and a 2-
storey warehouse (Warehouse 6) which is located to the rear of the ramp. The ramp located
between Warehouses 1 & 3 provides the connecting link to all the warehouse space, including
Warehouse 6.


Lease Condition

CWT Community Hub will be leased back to CWT as the Master Lessee. The initial lease term is
for 5 years from the date of completion of the Sale and Purchase with an option to renew of not
less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. We
have assumed that the option for renewal will be exercised by the Master Lessee.

The initial annual rental is $28,929,524/-, reflecting $11.30 psm (or about $1.05 psf) per month
over the gross floor area.


6 Summary of C&P Changi Districentre 2

Brief Description

C&P Changi Districentre 2 is located on the eastern side of Changi South Street 3, off Changi
South Avenue 2/Xilin Avenue, within Changi International LogisPark (South) and approximately
15.0 km from the City Centre. It is a 5-storey cargo lift logistics facility comprising warehouses on
the 1st, 3rd, 3rd mezzanine and 5th storeys and a 4-storey ancillary office building. The Certificate
of Statutory Completion for the subject property was issued on 1 June 1998.


Lease Condition

C&P Changi Districentre 2 will be leased back to C&P Holdings Pte Ltd as the Master Lessee. The
initial lease term is for 5 years from the date of completion of the Sale and Purchase with an option
to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the
Master Lessee. We have assumed that the option for renewal will be exercised by the Master
Lessee.

The initial annual rental is $1,525,666/-, reflecting $12.92 psm (or about $1.20 psf) per month over
the gross floor area.

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5

7 Summary of C&P Changi Districentre

Brief Description

C&P Changi Districentre is located on the north-eastern side of Changi South Lane, off Upper
Changi Road/Simei Avenue, within Changi International LogisPark (South) and approximately 15.0
km from the City Centre. It is a 6-storey ramp-up logistics facility comprising warehouses and
associated mezzanine offices from 1st to 5th storeys and ancillary office at 6th storey. It is one of
the only two ramp-up warehouses in Changi South. The Temporary Occupation Permit and the
Certificate of Statutory Completion for the subject property were issued on 29 November 2006 and
11 January 2008 respectively.


Lease Condition

C&P Changi Districentre will be leased back to C&P Distribution Pte Ltd as the Master Lessee, to
be backed by the Corporate Guarantee from its ultimate parent company, C&P Holdings Pte Ltd,
for its lease obligations over the term of the Master Lease. The initial lease term is for 5 years from
the date of completion of the Sale and Purchase with an option to renew of not less than 5 years at
a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that
the option for renewal will be exercised by the Master Lessee.

The initial annual rental is $6,119,933/-, reflecting $15.07 psm (or about $1.40 psf) per month over
the gross floor area.


8 Summary of Hi-Speed Logistics Centre

Brief Description

Hi-Speed Logistics Centre is located on the western side of Alps Avenue, off Changi Coast Road,
within Airport Logistics Park of Singapore (ALPS) and approximately 25.0 km from the City Centre.
It is a 7-storey logistics facility comprising warehouses on the 1st, 3rd, 5th and 7th storeys with a
ramp leading from the 1st storey directly to the 3rd storey and a 7-storey office annex. The
Certificate of Statutory Completion for the subject property was issued on 9 October 2006.


Lease Condition

Hi-Speed Logistics Centre will be leased back immediately following the completion of the Sale
and Purchase, to C&P Distribution Pte Ltd as the Master Lessee, to be backed by the Corporate
Guarantee from its ultimate parent company, C&P Holdings Pte Ltd, for its lease obligations over
the term of the Master Lease. The initial lease term will expire on 15 October 2016. There is an
option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and
the Master Lessee. There will be a rent review at the end of the 5th year of the initial lease term at
a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that
the option for renewal will be exercised by the Master Lessee.

The initial annual rental is $5,181,234/-, reflecting $15.06 psm (or about $1.40 psf) per month over
the gross floor area.

E-16







6

9 Summary of Schenker Megahub

Brief Description

Schenker Megahub is located on the eastern side of Alps Avenue, off Changi Coast Road, within
Airport Logistics Park of Singapore (ALPS) and approximately 25.0 km from the City Centre. It is
an 8-storey ramp-up logistics facility comprising warehouses on the 1st, 3rd, 5th and 7th storeys
with associated mezzanine ancillary offices on the 2nd, 4th, 6th and 8th storeys. The building is
built with temperature and humidity controlled facilities including pharmaceutical, nutritional
storage rooms and cold room. The Temporary Occupation Permit and the Certificate of Statutory
Completion for the subject property were issued on 20 June 2006 and 29 December 2006
respectively.


Lease Condition

Schenker Megahub will be leased back immediately following the completion of the Sale and
Purchase, to C&P Land Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee
from its ultimate parent company, C&P Holdings Pte Ltd, for its lease obligations over the term of
the Master Lease. The initial lease term will expire on 31 August 2016. There is an option to renew
of not less than 5 years at a revised rent to be agreed between the Trustee and the Master
Lessee. There will be a rent review at the end of the 5th year of the initial lease term at a revised
rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option
for renewal will be exercised by the Master Lessee.

The initial annual rental is $7,391,386/-, reflecting $15.07 psm (or about $1.40 psf) per month over
the gross floor area.


10 Summary of Property Details

The following table summarises other key property details for each of the Properties:

Property
Land Area
(sm)
Gross Floor
Area (sm)

Tenure
Master Plan
2008

CWT Cold Hub *

23,681.4

31,767.66

Leasehold 30+30 years
with effect from 20
December 2005 (Balance
of about 56.1 years as at
31 October 2009)

Business 2
with a gross
plot ratio of 2.5

CWT Commodity Hub **

85,322.1

213,304.99

Leasehold 29 years with
effect from 19 August
2006 (Balance of about
25.8 years as at 31
October 2009)

Business 2
with a gross
plot ratio of 2.5

Notes:
* The gross floor area with double counting is 57,459.62 sm which reflects a gross plot ratio of 2.4401. According to the
URAs Grant of Written Permission of 8 August 2006, the overall plot ratio is 1.349 (gross).
** According to the URAs Grant of Written Permission of 13 April 2009, the overall plot ratio is 2.49 (gross).

E-17







7

10 Summary of Property Details

Property
Land Area
(sm)
Gross Floor
Area (sm)

Tenure
Master Plan
2008

C&P Changi
Districentre 2 *

6,109.5

9,842.60

Leasehold 30+30 years
with effect from 16
February 1996 (Balance
of about 46.3 years as at
31 October 2009)

Business 2
with a gross
plot ratio of 2.0

C&P Changi
Districentre

13,540.7

33,842.60

Leasehold 30+30 years
with effect from 16
August 2005 (Balance of
about 55.8 years as at 31
October 2009)

Business 2
with a gross
plot ratio of 2.5

Hi-Speed Logistics
Centre

15,057.0

28,672.29

Leasehold 30+30 years
with effect from 16
August 2005 (Balance of
about 55.8 years as at 31
October 2009)

Business 2
with a gross
plot ratio of 2.0

Schenker Megahub


20,452.0

40,873.3

Leasehold 30+30 years
with effect from 1 June
2005 (Balance of about
55.6 years as at 31
October 2009)

Business 2
with a gross
plot ratio of 2.0

Note:
* The JTC allowable gross plot ratio is not less than 1 and not more than 1.6. According to the URAs Grant of Written
Permission of 6 October 2008, the overall plot ratio shall not exceed 1.6932 (gross).



11 Valuation Rationale

We have valued the Properties by the Investment Method and the Discounted Cash Flow Method.


Investment Method

In the Investment Method, the proposed leaseback net rental has been adjusted to reflect Lessors
own property management fees producing a net income.

The net income of the property is capitalized for the balance term of the lease tenure at a yield rate
which is appropriate for the type of use, tenure and reflective of the quality of the investment,
based on analysis of yields reflected in the sales of other property types. Capital adjustment such
as capital expenditure is then made to derive the capital value of the Property.

E-18







8

11 Valuation Rationale

Discounted Cash Flow Analysis

A valuation using the Discounted Cash Flow (DCF) model is carried out over a period of about ten
years from 31 October 2009 (the material date) to 31 December 2019 for the Property. The date of
commencement for the leaseback will start from the date of completion of the Sale and Purchase
which will be slightly later than the material date of valuation. The valuation of the Property is
based on the proposed rental, terms and conditions of the leaseback. Technically, the rental from
the leaseback is assumed to commence as at the material date of valuation.

The Property is hypothetically assumed to be sold after the end of the tenth year. The cash
outflows (comprising operating expenses) where applicable are deducted from the cash inflows of
the Property (comprising rental income) to obtain the net cash flow. The stream of net cash flow is
discounted at an estimated required rate of return applicable to that class of property to obtain the
Net Present Value.

The Discounted Cash Flow is used as the Property is an income producing Property. This form of
analysis reflects investors decision-making process and values the Property in such a manner as
to attain the desired level of investment return commensurate with the risk of that asset class. This
method is also more precise as it takes into account the timing of receipts and payments. In
undertaking this analysis, we have also used a wide range of assumptions including rental growth
during holding period and capital expenditure allowance, etc.

One key component of the DCF model is the estimation of two rates. One is the hurdle rate at
which investors will discount the income stream over the assumed 10-year investment horizon.
The second is the terminal yield for the asset, which is used to capitalise the income from year 11
onwards, to derive the terminal value of the asset after providing disposal cost and related
expenses. The terminal value took into account the remaining tenure of the lease.

Based on the above, the following table outlines the salient valuation assumptions adopted in
undertaking our assessment:

Property Capitalisation Rate Terminal Yield
Target Discount Rate
(10 years)
CWT Cold Hub 7.00% 7.25% 8.25%
CWT Commodity Hub 7.25% 7.50% 8.50%
C&P Changi Districentre 2 7.25% 7.50% 8.25%
C&P Changi Districentre 7.00% 7.25% 8.25%
Hi-Speed Logistics Centre 7.00% 7.25% 8.25%
Schenker Megahub 7.00% 7.25% 8.25%

E-19







9

12 Summary of Values

We are of the opinion that the Open Market Values of the unencumbered interest in the Properties,
as at 31 October 2009, subject to the proposed Master Leases, are:

Property
Open Market Value
As At 31 October 2009

2 Fishery Port Road
CWT Cold Hub
Singapore 619746


$129,100,000/-

24 Penjuru Road
CWT Commodity Hub
Singapore 609128


$326,100,000/-

3 Changi South Street 3
C&P Changi Districentre 2
Singapore 486351


$ 19,800,000/-

5 Changi South Lane
C&P Changi Districentre
Singapore 486045


$ 83,200,000/-

40 Alps Avenue
Hi-Speed Logistics Centre
Singapore 498781


$ 70,900,000/-

51 Alps Avenue
Schenker Megahub
Singapore 498783


$101,200,000/-

GRAND TOTAL

$730,300,000/-


E-20







10

13 Assumptions, Disclaimers, Limitations & Qualifications

Knight Frank Pte Ltd has relied upon property data supplied by the Manager which we assume to
be true and accurate. Knight Frank Pte Ltd takes no responsibility for inaccurate data supplied by
the Manager and subsequent conclusions related to such data.

This valuation is provided subject to the assumptions, qualifications, limitations and disclaimers
detailed throughout this letter which are made in conjunction with those included within the
Assumptions, Qualifications, Limitations & Disclaimers section located at the end of this letter.
Reliance on this letter and extension of our liability is conditional upon the readers
acknowledgement and understanding of these statements. Use by, or reliance upon this
document for any other purpose if not authorised, Knight Frank Pte Ltd is not liable for any loss
arising from such unauthorised use or reliance. The document should not be reproduced without
our written authority. The valuer has no pecuniary interest that would conflict with the proper
valuation of the property.

We hereby certify that our valuers undertaking the valuation are authorised to practice as valuers
and have the necessary expertise and experience in valuing similar types of properties.





Yours faithfully
Knight Frank Pte Ltd



Low Kin Hon
[Link].(Estate Management) Hons.
MSISV
Executive Director
Head, Valuation
Woo Ai Lian
MBA, [Link].(Estate Management) Hons.
MSISV
Director
Valuation


APPENDIX F
INDEPENDENT LOGISTICS PROPERTY MARKET RESEARCH REPORT
F-1
Independent Review of the Logistics
Property Market
Prepared for ARA-CWT Trust Management (Cache) Limited
23
rd
February 2010
F-2
DTZ Debenham Tie Leung (SEA) Pte Ltd
100 Beach Road #35-00 Shaw Tower
Singapore 189702
Tel: +65 6293 3228
Fax: +65 6292 1633/6298 9328
[Link]/sg
ROC Registered No. 199501391G
ARA-CWT Trust Management (Cache) Limited
6 Temasek Boulevard
#16-02 Suntec Tower Four
Singapore 038986
23
rd
February 2010
Dear Sir,
INDEPENDENT REVIEW OF THE LOGISTICS PROPERTY MARKET
Thank you for appointing DTZ Debenham Tie Leung (SEA) Pte Ltd to undertake an independent
review of the logistics property market.
We are pleased to submit our report which comprises an overview of the logistics industry, review
of the Asia Pacific and Singapore logistics markets, the Singapore warehouse property market and
review of the Cache Logistics Trust Property Portfolio.
Yours faithfully,
ONG Choon Fah (Mrs)
Executive Director & Head of Consulting (South-east Asia)
Encl.
F-3

Independent Review of the Logistics Property Market Contents
C O N T E N T S
Section Page
1. Introduction 1
2. Overview of the Logistics Industry
2.1 Specialised Logistics Cold Supply Chain and Commodity Logistics
2.2 Logistics Service Providers
2.3 Top Logistics Service Providers
2.4 Real Estate for Logistics
1
1
2
2
3
3. The Asia Pacific Logistics Market
3.1 Contract Logistics Players in Asia Pacific
3.2 Market Trends and Outlook
3.3 Major Logistics Markets in Asia Pacific
3.3.1 Geographic Advantages
3.3.2 Logistics Performance Index
3.3.3 Overview of Major Logistics Market
[Link] Japan
[Link] Hong Kong SAR
[Link] China
4
4
5
6
6
7
8
8
9
10
4. Overview of the Singapore Logistics Market
4.1 The Singapore Economy
4.2 Business and Trade Environment
4.3 The Singapore Logistics Industry
4.3.1 Key Infrastructure Nodes
[Link] Seaport
[Link] Airport
[Link] Road and Rail Infrastructure
4.3.2 Key Logistics Service Providers
[Link] Global Logistics Companies
[Link] Singapore-based Logistics Companies
4.3.3 Trends and Developments
4.3.4 Industry Initiatives
[Link] Economic Review Committee Working Group on Logistics
[Link] Supporting Agencies
4.3.5 SWOT Analysis
4.4 Market Outlook
11
11
11
14
15
15
16
16
17
17
19
19
20
20
20
21
21
F-4

Independent Review of the Logistics Property Market Contents
5. Overview of Singapore Warehouse Property Market
5.1 Introduction
5.2 Warehouse Stock
5.2.1 Logistics Parks
[Link] Airport Logistics Park of Singapore (ALPS)
[Link] Changi International LogisPark
[Link] Banyan and Meranti LogisParks
[Link] Clementi West LogisPark
[Link] Toh Guan and Toh Tuck LogisParks
5.2.2 Warehouse Clusters
[Link] Distriparks
[Link] Jurong Industrial Estate
5.3 Largest Warehouses
5.4 Warehouse Types
5.4.1 Ramp-up Warehouses
[Link] Building Specifications
[Link] Selected Ramp-up Warehouses
[Link] Advantages and Limitations
5.4.2 Specialised Warehouses
[Link] LME Approved Warehouses
[Link] Cold Stores
5.5 Demand and Occupancy
5.6 Rental Trend
5.7 Price Trend
5.8 Investment Sales
5.9 Potential Supply
5.10 Market Outlook
22
22
22
23
26
27
27
27
28
28
28
28
30
30
30
30
31
32
33
33
34
35
35
37
37
40
42
6. Review of Cache Logistics Trusts Property Portfolio
6.1 Introduction
6.2 Properties in Jurong Industrial Estate
6.2.1 CWT Commodity Hub
6.2.2 CWT Cold Hub
6.3 Properties in Airport Logistics Park of Singapore (ALPS)
6.3.1 Schenker Megahub
6.3.2 Hi-Speed Logistics Centre
6.4 Properties in Changi International LogisPark (South)
6.4.1 C&P Changi Districentre
6.4.2 C&P Changi DC II
6.5 SWOT Analysis
6.6 Competitor Analysis
6.7 Portfolio Analysis
43
43
45
45
46
46
46
47
47
47
47
48
49
50
Appendix
Limiting Conditions
F-5
Independent Review of the Logistics Property Market Page 1
Independent Review of the Logistics Property Market
1. Introduction
DTZ has been commissioned by ARA-CWT Trust Management (Cache) Limited to conduct an
independent market review of the logistics industry with respect to its property portfolio for listing.
The property portfolio comprises six warehouse and logistics properties, namely: CWT
Commodity Hub, CWT Cold Hub, Schenker Megahub, Hi-Speed Logistics Centre, C&P Changi
Districentre and C&P Changi Districentre 2.
2. Overview of the Logistics Industry
Logistics management is that part of supply chain management that plans, implements, and
controls the efficient, effective forward and reverse flow and storage of goods, services and
related information between the point of origin and the point of consumption in order to meet
customers' requirements
1
. It plays an important role in the supply chain, focusing on the
management of the movement of goods.
Effective logistics management helps companies achieve higher revenue and optimal business
outcomes through effective distribution of goods, which lowers overall production costs. The
emergence of the global supply chain increases the external sourcing of raw materials and
exporting of finished goods globally. This further highlights the increasing importance of logistics
management.
Getting goods to be at the right place, at the right time and in the right quantity is the essence of
logistics.
2.1 Specialised Logistics Cold Supply Chain and Commodity Logistics
Companies are increasingly outsourcing their logistics activities to specialists who provide
specialised knowledge and expertise to reduce costs and achieve greater efficiencies. With
outsourcing, companies can then focus on their core competencies.
Cold supply chain, commodity logistics, reverse logistics and green logistics are examples of
specialised logistics businesses. Cold supply chains, in particular, are garnering interest and
importance in Asia Pacific.
A cold chain is a temperature-controlled supply chain. An unbroken cold chain is an uninterrupted
link where products are kept at proper temperature range at all stages from production,
transportation and storage to distribution. It ensures and extends the shelf life of products such as
fresh agricultural produce, processed foods, chemicals and pharmaceutical products.
The cold supply chain is considered to be in its nascent stage in Asia Pacific. This, however, is
likely to change since demand for cold stores is expected to increase due to increasing affluence
and retail spending in the region.
As the region develops, changing lifestyles and eating habits of Asians have led traditional wet
markets to be replaced by supermarkets and hypermarkets. Consumers are seeking greater
convenience, hence, going for more packaged and frozen food or imported products. This will
directly raise the demand for cold stores.
Nevertheless, the high initial set-up and operation costs of a cold store have raised entry barriers.
The initial investment cost for a cold store is significantly higher than an ambient warehouse
facility. This is exacerbated by high land cost. As a result, it is paramount for cold store operators
to ensure high productivity and space optimisation to control costs. To optimise space, cold stores
1
Source: Council of Supply Chain Management Professionals.
F-6
Independent Review of the Logistics Property Market Page 2
are usually custom-designed according to the intended food products to maximize space
utilisation and increase profitability. Increasingly, there is a growing trend for fully automated
solutions. The ability of the cold store operator to innovate, increase storage capacity and
operation efficiency is critical to its competitiveness.
In Singapore, there are also warehouses licensed for commodities trading or storage.
Commodities can be traded physically or through derivatives in regulated commodities exchange
such as London Metal Exchange (LME), New York Mercantile Exchange, NYSE Euronext and
Tokyo Commodity Exchange.
Warehouses that are approved by these Exchanges support the trading of futures and options
contracts. The facility has to meet a stringent set of criteria before it can be approved as an
official warehouse to support such trading activities.
CWT Limited is a licensed operator which provides storage facilities for LME warranted cargo.
The subject property, CWT Commodity Hub, is an approved warehouse for LME
2
. CWT
Commodity Hub is also one of the 500 LME-approved warehouses in USA, Europe, the Middle
East and the Far East. The approved warehouses are generally located in areas with high
consumption or a natural trading hub for the shipment of goods.
In the case of LME-approved warehouses, producers will sell their metals to LME warehouse
operators, in exchange for a warrant issued via their London agent. The warrant will be allocated
to the buyer and arrangement will be made with the LME warehouse operator for outward
deliveries of the goods. As LME is used for hedging, only about 0.5% of the goods in LME
warehouses are physically delivered from the warehouse
3
.
2.2 Logistics Service Providers
Organisations are increasingly engaging logistics specialists to take over their logistics operations
as they expand. The external logistics specialist who handles its clients logistics activities is
known as a third-party logistics (3PL) service provider. 3PLs provide global services, relationships
and technologies to handle requirements from larger manufacturers. Outsourcing of logistics
activities allow companies to reduce costs and achieve greater efficiencies as 3PLs are capable
of providing specialised knowledge and expertise. Customers of 3PLs can then focus on their
core competencies.
Many logistics companies offer value-added services at their warehouses. These services include
packaging and after market services, e.g. handling of returned goods and assembling of
components. At times, 3PLs also develop customised warehouses for dedicated customers.
3PLs are expanding their roles, evolving into different types such as fourth-party logistics (4PLs)
and lead logistics providers (LLPs), with increasing levels of integration with their clients.
2.3 Top Logistics Service Providers
As at the end of April 2009, DHL, CEVA Logistics and Kuehne+Nagel are the worlds largest
contract logistics service providers with total revenue of SGD36.6 bil
4
. The Asia Pacific logistics
market is mainly led by Japanese companies such as Hitachi Transport, Sankyu and Mitsubishi
Logistics Corporation.
While Singapores logistics industry is highly fragmented (i.e. a mix of SMEs and global players),
the global logistics scene is dominated by a few players with international coverage.
DHL is the top 3PL warehouse operator in the world, in terms of the total warehouse space which
the companies operate. The company has expanded significantly over the last ten years, mainly
2
9,290 sq m (100,000 sq ft) of GFA in CWT Commodity Hub is licensed as approved warehouse space for plastics and metals
3
Source: The London Metal Exchange Limited
4
Source: The Global Contract Logistics 2009 report by Transport Intelligence.
F-7
Independent Review of the Logistics Property Market Page 3
through acquisition. Agility, which has large facilities in the Middle East, is the second largest
warehouse operator. CEVA ranks third globally (Figure 2.1).
Figure 2.1: Largest Global 3PL Warehouse Operators (2007)
5
23,000
12,000
8,600
6,000
4,000 4,000
3,400 3,250
3,000
2,510
-
5,000
10,000
15,000
20,000
25,000
D
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Warehouse Space
('000 sq m)
Source: Transport Intelligence, DTZ Consulting, February 2010
2.4 Real Estate for Logistics
Warehousing is one of the principal elements in logistics management. It refers to activities that
involve storage of goods on a large-scale in a systematic and orderly manner, so that they are
available when needed. A warehouse supports manufacturing, mixes products from multiple
production facilities to a single customer, break-bulk and consolidates small shipments.
Increasingly, companies prefer to lease properties in revolving contracts than to owning as they
adopt asset-light strategies to reduce the fixed cost of their businesses. Likewise, logistics
companies are moving from owning to leasing. Often, they enter into sale-and-leaseback
agreements with investors.
The five types of warehouse distribution buildings are:
Type Description
Regional warehouse
Serves tenants for warehousing and distributing goods in local and
regional settings. Such a warehouse has limited manufacturing space
Bulk warehouse
Refers to a warehouse that is larger than 9,290 sq m
6
with extensive
loading capacity to serve large space users. A bulk warehouse has
limited office and manufacturing areas
Heavy distribution
Such a warehouse is used for distribution rather than storage. It does
not have any manufacturing space and less than 5% is used for office/
administration use
Refrigerated
distribution
(Cold Store)
Refers to a warehouse that is used to store goods e.g. perishables for
distribution purposes
Rack-supported
warehouse
A warehouse that is configured with separate storage and shipping
areas. A rack-supported warehouse usually has high ceiling height
and storage rack system
Source: Yap and Circ, Guide to Classifying Industrial Property (Washington, D.C.: Urban Land Institute (ULI) 2003), DTZ
Consulting, February 2010
5
Global Distribution & Warehousing 2008, Transport Intelligence
6
All floor areas in this report were converted using the rate of 1 sq m = 10.7639 sq ft.
F-8
Independent Review of the Logistics Property Market Page 4
3. The Asia Pacific Logistics Market
The Asia Pacific contract logistics market size has been growing by more than 10% annually
since 2004. As at 2007, the total market size was SGD79,115 mil
7
. Growth of the market was
largely influenced by the two major economies: Japan (43%) and China (20%). Singapore
contributed 1% to the total contract logistics market in 2007 while Hong Kong SAR contributed
2% in the same year.
There is considerable potential for the Asia Pacific contract logistics market to grow. Currently,
the contract logistics market in the region has a penetration rate of only 10%. In other words,
90% of the logistics activities representing an estimated contract value of SGD745,306 mil in Asia
Pacific is conducted in-house. As retailers and manufacturers in the region continue to focus on
their operational efficiency and profitability, the demand for outsourcing of their logistics
operations to 3PLs is expected to increase. These are often located close to container terminals,
multi-modal transport facilities or in Free Trade Zones (FTZ) (Table 3.1).
Table 3.1: Major Free Trade Zones
Country/ City Free Trade Zones Location
Keppel Distripark Near PSA Singapore Terminals
Pasir Panjang Distripark Pasir Panjang Wharves Singapore
Free Trade Zones at Jurong Port, Sembawang Wharves, Pasir Panjang
Wharves, Changi Airport, Airport Logistics Park of Singapore (ALPS)
Hong Kong SAR ATL Logistics Centre Hong Kong Kwai Chung Container Terminal
Shanghai Waigaoqiao FTZ Waigaoqiao Wharves
Tianjin Port Free Trade Zone Tianjin Port
China
Futian Free Trade Zone
Yantian Port Free Trade Zone
Shatoujiao Free Trade Zone
Shenzhen
Japan Naha Free Trade Zone Okinawa
Source: Transport Intelligence, DTZ Consulting, February 2010
There are many well-established logistics centres and distribution parks in Asia Pacific. Ports in
the region have shifted or are shifting from their emphasis on traditional cargo-handling services
to value-added logistics services to remain competitive.
3.1 Contract Logistics Players in Asia Pacific
Similar to the global market, the contract logistics market in Asia Pacific is highly fragmented,
comprising 81% of the total market. The remaining 19% are formed by large players, mainly
Japanese companies. The top three players, Hitachi Transport (3.8%), Sankyu (3.7%) and
Mitsubishi Logistics Corporation (2.6%) have each achieved revenue of over SGD2.0 bil in 2007
(Figure 3.1).
7
Source: Transport Intelligence (September 2008), Asia Pacific Transport & Logistics 2008.
F-9
Independent Review of the Logistics Property Market Page 5
Figure 3.1: Top 10 Contract Logistics Service Providers in Asia Pacific (2007)
0
500
1,000
1,500
2,000
2,500
3,000
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Contract Value
(SGD mil)
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
Market Share (%)
3.8% 3.7%
2.6%
2.0%
1.5%
1.3%
1.2%
0.9% 0.9%
0.9%
Source: Transport Intelligence, DTZ Consulting, February 2010
3.2 Market Trends and Outlook
A larger share of expertise expenditure on logistics is expected to be outsourced to 3PLs. There
is an increasing demand for 3PLs to increase their market penetration as customers look for
supply chain integration through one-stop integrated logistics service providers. The market is
expected to continue to consolidate as players aspire to serve all their clients needs.
Contract logistics and freight forwarding are two important aspects of the logistics market.
Transport Intelligence forecasted that the Asia Pacific contract logistics market will grow at a
CAGR of 11.3% between 2007 and 2011 to reach SGD121,329 mil. The Asia Pacific contract
logistics market is expected to be the second largest market in the world, after Europe. Growth is
expected to be driven mainly by China, Vietnam and Malaysia, which are expected to experience
the highest CAGRs of above 20% between 2007 and 2011. Singapore is expected to grow at a
CAGR of 16.0% to SGD1,809 mil in 2011 while Japan is expected to experience the slowest
CAGR of 2.8% (Table 3.2).
Table 3.2: Selected Asia Pacific Contract Logistics Market
Country
2007
(SGD mil)
Growth
(2006-07)
2011 Forecast
(SGD mil)
CAGR
(2007-2011)
Vietnam 458 26.7% 1,194 27.1%
Malaysia 1,024 19.1% 2,358 23.2%
China 16,070 24.8% 35,251 21.7%
Indonesia 2,222 11.2% 4,079 16.4%
Singapore 999 22.4% 1,809 16.0%
Thailand 1,318 20.0% 2,368 15.8%
India 5,109 17.4% 8,965 15.1%
Taiwan 2,640 13.7% 4,212 12.4%
South Korea 6,663 11.5% 10,559 12.2%
Hong Kong SAR 1,371 15.8% 2,173 12.2%
Japan 33,462 3.9% 37,370 2.8%
Source: Transport Intelligence, DTZ Consulting, February 2010
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The Asia Pacific freight forwarding market is expected to grow at 9.6% CAGR between 2007 and
2011. Singapore, with the top container port
8
and 10
th
busiest cargo airport
9
in the world, will
continue to be an important logistics hub in Asia Pacific, especially in South-east Asia. However,
Japan and China are expected to continue to dominate the Asia Pacific market. Furthermore,
significant growth in the Chinese economy, coupled with the relatively static Japanese economy,
will strengthen Chinas position in the logistics market. It is expected to erode some of Japans
market share in the next few years (Table 3.3).
Table 3.3: Asia Pacific Freight Forwarding
Country
2007
(SGD mil)
Growth
(2006-07)
2011 Forecast
(SGD mil)
CAGR
(2007-2011)
India 3,694 28.3% 7,487 19.3%
Indonesia 1,846 16.3% 3,614 18.3%
Vietnam 989 20.4% 1,776 15.8%
China 19,022 18.9% 31,536 13.5%
South Korea 6,675 13.9% 10,374 11.8%
Sri Lanka 189 11.2% 284 10.6%
Singapore 5,577 13.9% 7,769 8.6%
Hong Kong 5,357 12.2% 7,111 7.3%
Thailand 2,794 10.4% 3,620 6.7%
Japan 13,089 5.2% 14,837 3.2%
Source: Transport Intelligence, DTZ Consulting, February 2010
3.3 Major Logistics Markets in Asia Pacific
Singapore, China, Hong Kong SAR and Japan form the major logistics hubs in Asia Pacific.
While the latter three mainly serve North Asia, Singapore has the geographical advantage for
serving South-east Asia, India as well as Australasia.
3.3.1 Geographic Advantages
Geographic location is one of the keys to the success of a logistics hub. The trend is towards
locating near multi-modal transportation networks, where sea, air, road and rail can be used as
modes of transport for freight movements.
The sea port is an important criterion for a successful logistic hub as majority of freight movement
from Asia Pacific is maritime-based. Eight of the top ten container ports globally are located in
Asia. The sea ports in Singapore, Shanghai and Hong Kong SAR are the three top global
container terminals, with throughput of over 20 million TEUs each (Table 3.4).
Table 3.4: Top 10 Global Container Ports (2008)
Rank City Total Throughput (TEUs) Annual Change
1 Singapore 29,973,000 7.4%
2 Shanghai 28,006,400 7.1%
3 Hong Kong SAR 24,494,000 2.1%
4 Shenzhen 21,416,400 1.5%
5 Busan 13,420,000 1.2%
6 Dubai 11,800,000 10.8%
7 Guangzhou 11,001,400 18.8%
8 Ningbo-Zhoushan 10,933,700 15.9%
9 Rotterdam 10,700,000 0.1%
10 Qingdao 10,024,400 5.9%
Source: Cargo System, DTZ Consulting, February 2010
8
Source: Cargo System
9
Source: Airports Council International
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Hong Kong International Airport, Shanghai Pudong International Airport, Tokyo Narita
International Airport and Singapore Changi Airport are some of the top airports for cargo tonnage
(Table 3.5). While most cargo terminals experienced a double digit decline in terms of cargo
tonnage due to the economic crisis, those in Asia have not been as badly affected. Shanghai
experienced an increase in cargo tonnage of 1.7% in 2008, overtaking Incheon as the third
largest air cargo terminal. Singapore jumped one spot to become the 10
th
largest air cargo
terminal globally in 2008, despite a 1.8% fall in overall cargo tonnage and remained the top cargo
airport in South-east Asia.
Table 3.5: Top 10 Airports for Cargo (2008)
Source: ACI, DTZ Consulting, February 2010
3.3.2 Logistics Performance Index
10
The latest World Banks 2010 Logistics Performance Index (LPI) ranked Singapore second, after
Germany, among the 155 countries surveyed.
The LPI measures the performance of logistics in six areas, reflecting the most important aspects
of the logistics environment:
Efficiency of the customs clearance process;
Quality of trade and transport-related infrastructure;
Ease of arranging competitively priced shipments;
Competence and quality of logistics services;
Ability to track and trace consignments; and
Frequency with which shipments reach the consignee within the scheduled or expected
time.
Singapore topped the ranking in terms of international shipments. It ranked second for customs
and fourth for infrastructure. The strong ranking for Singapore in the LPI demonstrates the
attractiveness of Singapore as a logistics hub, which underpins demand for logistics properties
(Table 3.6).
10
The World Banks Logistics Performance Index, based on the survey of global operators including global freight forwarders and
express carriers, provides feedback on the logistics friendliness of the countries in which they operate and those with which they
trade. Feedback from operators was supplemented by objective data on the performance of key components of the logistics chain
in the home countries.
Rank
(2008)
Rank
(2007)
City
Total Cargo
(metric tonnes)
Annual Change
1 1 Memphis Tn 3,695,438 (3.8%)
2 2 Hong Kong SAR 3,660,901 (3%)
3 4 Shanghai 2,602,916 1.7%
4 5 Incheon 2,423,717 (5.2%)
5 3 Anchorage AK 2,339,831 (17.2%)
6 6 Paris 2,280,050 (0.8%)
7 8 Frankfurt 2,111,031 (2.7%)
8 7 Tokyo 2,100,448 (6.8%)
9 9 Louisville KY 1,974,276 (5.0%)
10 11 Singapore 1,883,894 (1.8%)
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Table 3.6: Ranking of Logistics Performance Index (LPI)
O
v
e
r
a
l
l

L
P
I

2
0
1
0
C
u
s
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o
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e
n
t
s
L
o
g
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Q
u
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&

C
o
m
p
e
t
e
n
c
e
T
r
a
c
k
i
n
g

&

T
r
a
c
i
n
g
T
i
m
e
l
i
n
e
s
s
Germany 1 3 1 9 4 4 3
Singapore 2 2 4 1 6 6 14
Sweden 3 5 10 2 2 3 11
The Netherlands 4 4 2 11 3 9 6
Luxembourg 5 1 9 7 21 19 1
Switzerland 6 12 6 25 1 1 15
Japan 7 10 5 12 7 8 13
United Kingdom 8 11 16 8 9 7 8
Belgium 9 9 12 26 5 2 12
Norway 10 6 3 24 13 10 10
Hong Kong SAR 13 8 13 6 14 17 26
China 27 32 27 27 29 30 36
Source: World Bank, DTZ Consulting, February 2010
3.3.3 Overview of Major Logistics Markets
In this section, we will focus on the logistics markets in Japan, Hong Kong SAR and China.
Detailed analysis on Singapores logistics markets will be discussed in Section 4.
[Link] Japan
Japan contributed almost half of the total logistics market share in Asia Pacific in 2007.
Traditionally, supply chain management is done in-house. To encourage development of the
logistics sector, the government introduced the Comprehensive Program of Logistics Policies in
1997 targeted at negative externalities related to logistics, congestion and competitiveness. The
gradual economic progress, regulatory changes and intensifying global competition has made
manufacturers and retailers more receptive to outsourcing their real estate and supply-chain
operations.
However, growth of the logistics industry in Japan is relatively slow, at only 5.1% in 2006 and
3.9% in 2007. The relatively stagnant Japanese economy has impacted the logistics industry
negatively (Figure 3.2).
According to the latest statistics, the total value of export from Japan in 2007 was SGD978.0 bil.
Major export countries include the United States (20.1%), China (15.3%) and European Union
(14.8%). Major export commodities include transport equipment, which mainly include motor
vehicles, electrical machinery and machinery other than electric (Figure 3.3).
Trends and Market Forecast
Traditionally, the Japanese logistics market was very complex and tightly regulated. The opening
up of the logistics market to international players will continue to attract global logistics players.
Multi-modal shipping by sea, land and air transport is also likely to continue its importance in the
Japanese logistics market.
The growth outlook for Japans economy is weak. As such, Transport Intelligence expects market
value for the Japanese logistics market to increase by CAGR of only 2.8% from SGD33,462 mil in
2007 to SGD37,370 mil in 2011. The freight forwarding market is expected to grow by CAGR of
3.2% from 2007 to 2011. Notwithstanding, Japan will continue to be the major logistics hub in
Asia Pacific.
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Independent Review of the Logistics Property Market Page 9
Figure 3.2: Growth of Japans Contract
Logistics Market
Figure 3.3: Japans Major Export by
Commodity Division (2007)
32,206
33,462
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
2006 2007
Market Value
(SGD mil)
+3.9%
Source: Transport Intelligence, Japan Yearbook of Statistics, DTZ Consulting, February 2010
[Link] Hong Kong SAR
While only contributing to 2% of total contract logistics markets in Asia Pacific in 2007, Hong
Kong SAR is one of the most important logistics markets in the region. The market value has
been growing more than 15% annually (Figure 3.4).
China, Hong Kong SARs largest trading partner, accounted for nearly half of all imports and
exports in 2007. The signing of the Close Economic Partnership Agreement (CEPA) with China
further strengthened trade ties between China and Hong Kong SAR. The close economic
relationship with China has greatly benefited the Hong Kong SAR logistics market, specifically the
nearby Pearl River Delta (PRD). Majority of the large Chinese firms currently prefer to manage
their own logistics operations, thus accounting for a relatively limited use of 3PLs. However, with
the focus of companies changing, there is potential for growth in the Hong Kong SAR logistics
market.
Hong Kong SAR is also a major distribution centre for South China. It benefits from the multi-
modal transport system, as cargo can be delivered to China by land, sea as well as air. This has
also provided the opportunity for Hong Kong SAR to become a major distribution cluster for trade
with other north-east Asian countries, as cost savings in air cargo is estimated to be between
25%-45%
11
, in comparison to clusters in Tokyo, Singapore and Shanghai.
The total value of export from Hong Kong SAR in 2007 totalled SGD498.7 bil. The largest export
division is articles of apparel & clothing accessories (35%), miscellaneous manufactured articles
(15%), electrical machinery, apparatus & appliances & electrical parts (7%) and
telecommunications & sound recording & reproducing apparatus & equipment (7%) (Figure 3.5).
11
Source: Transport Intelligence.
Transport equipment
26%
Electrical machinery
20%
Machinery other than electric
20%
Manufactured goods
12%
Chemicals
9%
Mineral fuels
1%
Raw materials
1%
Foodstuff
0% Others
11%
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Independent Review of the Logistics Property Market Page 10
Figure 3.4: Growth of Hong Kong SARs
Contract Logistics Market
Figure 3.5: Hong Kong SARs Major Export
by Commodity Division (2007)
1,184
1,371
1,050
1,100
1,150
1,200
1,250
1,300
1,350
1,400
2006 2007
Market Size
(SGD mil)
+16%
Articles of apparel and
clothing accessories
35%
Electrical machinery,
apparatus and appliances,
and electrical parts
thereof
7%
Plastics in primary forms
6%
Metalliferous ores and
metal scrap
3%
Textile yarn, fabrics, made-
up articles and related
products
3%
Non-ferrous metals
2%
Metalworking machinery
2%
Medicinal and
pharmaceutical products
2%
Others
18%
Miscellaneous
manufactured articles
15%
Telecommunications and
sound recording and
reproducing apparatus
and equipment
7%
Source: Transport Intelligence, Hong Kong Government, DTZ Consulting, February 2010
Trends and Market Forecast
Hong Kong SAR will continue to be a major logistics hub for North Asia, especially serving the
PRD. The development of new infrastructure, including the Hong Kong SAR Zhuhai Macau
Bridge will provide a seamless land connection among the three special administrative regions,
which is important for multi-modal shipping.
Transport Intelligence forecasted Hong Kong SARs contract logistics market to grow at CAGR of
12.2% from SGD1,371 mil in 2007, to SGD2,173 mil by 2011. The Hong Kong SAR freight
forwarding market is expected to grow at a CAGR of 7.3% from 2007 to 2011. Growth will partly
be contributed by the continued growth of the Port of Hong Kong, as well as government
investment in infrastructure, which is likely to reduce logistics costs. This gives Hong Kong SAR
firms an advantage over their mainland counterparts.
[Link] China
The logistics business in China consists mainly of four types of enterprises: traditional transport
and warehouse enterprises; Sino-foreign private logistics; foreign-capital private logistics; as well
as those affiliated to large-scale manufacturers. The concept of logistics management is relatively
new in China. Traditionally, logistics is viewed as a transportation service and the majority of
State Owned Enterprises continue to view logistics as an in-house function. Only about 15% of
domestic companies outsource their logistics functions.
One of the major logistics hubs in China is Shanghai. Located in the Yangtze River Delta,
Shanghai Port is second to that in Hong Kong SAR. The Waigaoqiao FTZ is one of the most
desirable locations for logistics service providers.
With phenomenal growth in the Chinese economy, as well as foreign players accelerating their
expansion due to market liberalisation, especially since 2001 when China became a member of
the World Trade Organization (WTO), the logistics market has enjoyed healthy growth. This is
further supported by domestic players upgrading facilities and improving their services to compete
with foreign entrants, as well as foreign-invested manufacturers looking to improve operating
efficiency along their supply chains. Average growth was above 20% since 2005 (Figure 3.6).
The growth is also driven by out-sourcing, volume growth, improvements in infrastructure and
technology and the continued investment by international logistics players.
Based on the latest official statistics on exports, some SGD1,758.3 bil worth of goods were
exported from China in 2007. The major commodity categories include machinery and transport
equipment and miscellaneous products, which made up 47% and 24% of total exports
respectively (Figure 3.7).
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Independent Review of the Logistics Property Market Page 11
Figure 3.6: Growth of Chinas Contract
Logistics Market
Figure 3.7: Chinas Major Export by Commodity
Division (2007)
12,878
16,070
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
2006 2007
Market Value
(SGD mil)
+25%
Machinery and Transport
Equipments
47%
Mineral Fuels, Lubricants
and Related Materials
2%
Non-edible Raw Materials
1%
Beverages and Tobacco
0.1%
Food and Live Animals
Used Mainly for Food
3%
Miscellaneous Products
24%
Products Not Otherwise
Classified
0.2%
Animal and Vegetable
Oils, Fats and Wax
0%
Chemicals and Related
Products
5%
Light Textile, Industrial
Products, Rubber
Products, Minerals and
Metallurgical Products
18%
Source: Transport Intelligence, China National Statistics, DTZ Consulting, February 2010
Trends and Market Forecast
The World Banks LPI showed that China lacks the professional logistics competencies and skills
to be competitive. Hence, there are opportunities to develop the professional logistics industry in
China. With the market liberalising and more companies outsourcing their logistics businesses, it
is expected that more global 3PLs will set up their regional distribution centres in China,
especially for the North Asia market.
Transport Intelligence forecasted the market value for Chinas contract logistics market to grow by
a CAGR of 21.7%, from SGD16,070 mil in 2007 to SGD35,250 mil in 2011. The China freight
forwarding market is expected to grow at a CAGR of 13.5% between 2007 and 2011. The
domestic market is expected to continue to increase in importance.
4. Overview of the Singapore Logistics Market
4.1 The Singapore Economy
Singapore enjoyed a high annual growth of over 7% post the SARS crisis in 2003 until 2008 when
the significant decline in global demand and trade due to the global economic crisis led to
significant slowdown in economic growth. GDP growth contracted by 2.1% in 2009, compared
with 1.1% in 2008.
As the economy is recovering, the Ministry of Trade and Industry (MTI) upgraded its annual GDP
forecast for 2010 from -2.5% to -2.0% (October 2009) to 3% to 5% (January 2010).
Singapore is an open economy, with trade having a vital role in underpinning and driving
economic growth. The two engines of economic growth are the manufacturing and services
sectors. In 2008, the manufacturing sector constituted 20% of GDP, while the business and
financial services sectors contributed another 27%. The wholesale and retail trade sector
contributed about 17% to GDP.
4.2 Business and Trade Environment
Over the years, Singapore has developed from an entrepot into a business and financial centre of
international repute. The city is widely recognised as one of the most business-friendly cities in
the world. For the last four years, Singapore has been ranked first for its ease of doing
business
12
. Political stability, fair judiciary, competitive corporate tax regime, access to local
finance, well developed infrastructure, highly skilled cosmopolitan workforce and global
connectivity make it an attractive business environment for global companies and investors. As
12
Doing Business 2010 Rank by The World Bank Group
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Independent Review of the Logistics Property Market Page 12
one of the best destinations for businesses, Singapore has attracted many multinational
corporations (MNCs) to locate their headquarters or regional distribution centres. Today, there are
more than 7,000 MNCs in Singapore.
Other than being voted the Worlds Easiest Place to do Business by The World Bank Group in
2009, Singapore was ranked the third most competitive economy in the World Competitiveness
Yearbook 2009 by the International Institute for Management Development (IMD) and third in
terms of its Global Competitiveness Index in the Global Competitiveness Report 2009-2010 by
the World Economic Forum (Tables 4.1 to 4.3).
Table 4.1: Ease of Doing Business
Rank
(2010)
Rank
(2009)
Country/Economy
1 1 Singapore
2 2 New Zealand
3 3 Hong Kong SAR
4 4 United States
5 6 United Kingdom
6 5 Demark
7 7 Ireland
8 8 Canada
9 9 Australia
10 10 Norway
Source: Doing Business 2010, The World Bank Group, DTZ Consulting, February 2010
Table 4.2: World Competitiveness
Rank
(2009)
Rank
(2008)
Country/Economy
1 1 USA
2 3 Hong Kong SAR
3 2 Singapore
4 4 Switzerland
5 6 Denmark
6 9 Sweden
7 7 Australia
8 8 Canada
9 15 Finland
10 10 Netherlands
Source: IMD, DTZ Consulting, February 2010
Table 4.3: Global Competitiveness Index
Rank
(2009-2010)
Rank
(2008-2009)
Country/Economy
1 2 Switzerland
2 1 United States
3 5 Singapore
4 4 Sweden
5 3 Denmark
6 6 Finland
7 7 Germany
8 9 Japan
9 10 Canada
10 8 Netherlands
Source: World Economic Forum, DTZ Consulting, February 2010
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Trade is fundamental to the nations economic growth due to its limited resources. Singapore
capitalises on its strategic location at the crossroad of the east and west to develop into a global
trading hub. Today, Singapore is a world leader in trade and investment and a gateway city to
Asia Pacific. The city is ranked first for having the most open economy for international trade and
investment in the Global Enabling Trade Report 2009 by the World Economic Forum. The trade
dependent economy is an established logistics hub with high air and sea cargo throughputs.
According to MTI, Singapores trade to GDP ratio was the highest in the world, at 360% in 2008.
Singapore has a network of 16 Free-Trade Agreements (FTAs) with 24 trading partners and also
maintains a multilateral trading system as a member of World Trade Organisation (WTO), Asia
Pacific Economic Cooperation (APEC) and Association of South-east Asian Nations (ASEAN).
This supports the platform for smooth flow of goods and services.
The conducive business environment allows trade to continue to flourish in Singapore. Total trade
grew steadily over the past four years, albeit at a slower pace due to the recent decline in exports
resulting from the sluggish global demand. Like all other markets, Singapores external trade
declined in Q4 2008, due to significant contraction in global demand after the US financial crisis in
September 2008. Notwithstanding, Singapores total trade reached SGD919.6 bil
13
in 2008,
reflecting an annual growth of 6.1% (Figure 4.1).
Figure 4.1: Total Trade and Growth (At 2006 Prices)
728,944
810,483
866,746
919,589
9.6%
11.0%
6.4%
8.2%
3.0%
7.4%
10.7%
11.4%
0
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
900,000
1,000,000
2005 2006 2007 2008
SGD Mil
0
2
4
6
8
10
12
Total Trade YOY Change in Imports (RHS) YOY Change in Exports (LHS)
YOY Change (%)
Source: MTI, DTZ Consulting, February 2010
In terms of current prices, Singapore has total trade value of SGD927.7 bil in 2008. Asia is
Singapores key trading partner, constituting approximately 70% of its total trade in 2008.
Malaysia, China and the United States are Singapores top trading partners (Table 4.4).
Table 4.4: Singapores Top Trading Partners (2008)
Total Trade
(SGD mil)
% of Total Trade
Malaysia 111,453 12%
China 91,412 10%
United States 86,300 9%
Indonesia 75,127 8%
Japan 60,067 6%
Hong Kong SAR 54,435 6%
Korea, Republic of 42,653 5%
Taiwan 36,606 4%
Thailand 34,535 4%
India 28,757 3%
Source: MTI, DTZ Consulting, February 2010
13
At 2006 prices
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Malaysia, the United States and China are Singapores top import partners. Raw materials and
natural resources are the key imports. These materials, e.g. refined oil and electronic products
are processed and finished products are exported. Machinery and transport equipment and
chemicals were the key imports in 2008.
Singapore has a total export value of SGD476.8 bil in 2008. Malaysia, Indonesia and Hong Kong
SAR are its main export destinations. Singapore depends heavily on exports, particularly
consumer electronics and information technology products. Machinery and equipment are the key
exports and re-exports (Figure 4.2).
Figure 4.2: Singapores Export by Commodity Division (2008)
Food
1%
Beverages & Tobacco
1%
Crude Materials
1%
Mineral Fuels
24%
Chemicals & Chemical
Products
10%
Manufactured Goods
5%
Electronics
37%
Non-electronics
14%
Miscellaneous
Manufactures
6%
Miscellaneous
1%
Animal & Vegetable Oils
0.2%
Machinery &
Equipment
51%
Source: Department of Statistics, DTZ Consulting, February 2010
Some SGD229.1 bil worth of goods were re-exported from Singapore in 2008. The largest re-
export markets for Singapore in 2008 were Malaysia (15%), Indonesia (14%), Hong Kong SAR
(11%) and Mainland China (10%), which together represented 50% of the re-export market in
Singapore.
About 67% of total re-exports from Singapore was machinery and equipment, of which, 72% of
the machinery and equipment were electronic goods e.g. integrated circuits, parts of personal
computers, as well as non-electronics goods, e.g. electrical circuit apparatus and other electrical
machinery. Other major commodities that Singapore re-exported include mineral fuels (11%) (e.g.
petroleum and products) and manufactured goods (7%) (e.g. iron and steel and non-ferrous
metals).
4.3 The Singapore Logistics Industry
Singapore is a leading logistics hub, with the logistics and supply chain management industry
contributing significantly to the economy. Its strategic location, excellent seaport and airport
infrastructure and established logistics hub status have attracted many international companies to
locate their regional distribution centres in Singapore, positioning the city as Asias leading
distribution hub. In the 1980s, Singapore embarked on a plan to develop the city-state into a
transshipment hub for products originating in South-east Asia. A range of incentive schemes were
initiated to encourage MNCs and international logistics service providers to establish their
regional and global distribution centres in Singapore.
As a major transshipment centre in the region, the transport and storage services sector
accounted for about 9% of Singapores GDP in 2008, employing over 129,000 people. Although
Singapore only contributed to 1% of total contract logistics market share in Asia Pacific in 2007,
the logistics market has enjoyed growth of over 20% annually since 2005 (Figure 4.3).
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Figure 4.3: Growth of Singapores Contract Logistics Market
660
816
999
0
200
400
600
800
1,000
1,200
2005 2006 2007
Market Value (SGD mil)
+24%
+22%
Source: Transport Intelligence, DTZ Consulting, February 2010
The highly competitive logistics industry ensures Singapores competitive trade position and
global connectivity. In 2008, the logistics sector generated an expected value added of SGD400
mil (2.7% of total expected value added) and Fixed Asset Investment (FAI) of SGD600 mil (3% of
total FAI). It has a Total Business Spending (TBS) commitment of SGD500 mil or 6% of total TBS
commitments in Singapore.
4.3.1 Key Infrastructure Nodes
The rapid growth of Singapores logistics industry is credited to its world-class infrastructure and
sophisticated telecommunication network for excellent connectivity. Singapore is globally
connected to the rest of the world via excellent land, sea and airport transportation networks. It
has a well-developed infrastructure that supports its high efficiency.
[Link] Seaport
Singapore has one of the busiest ports in the world. Its seaport offers seamless global trade
connectivity with some 200 shipping lines that connects to more than 600 ports over 120
countries. For 12 consecutive years, Singapore was voted as the best seaport in Asia at the
Asian Freight and Supply Chain Award by Cargonews Asia. In 2009, it was voted "Container
Terminal Operator of the Year" at the Lloyd's List Asia Awards for the 9th time, and the "Best
Container Terminal Operator (Asia) for the 20th time at the Asian Freight & Supply Chain Award.
The Port of Singapore was also named the Best Seaport in ASEAN at the Frost & Sullivan
ASEAN Transportation & Logistics Award in 2008.
Singapore is a major container transshipment hub, capable of handling over 2,000 containers per
vessel with turnaround time of less than 12 hours. PSA Corporation is the main operator of
container ports in Singapore, operating Brani, Keppel, Pasir Panjang and Tanjong Pagar
Terminals. Pasir Panjang Wharves and Sembawang Wharves are other seaports for general
shipping. Jurong Port Pte Ltd is the other terminal operator that manages Jurong Port. The total
container throughput grew by 7% from the previous year to 29.9 million TEUs in 2008.
With over 130,000 shipping vessels arriving in 2008, total shipping tonnage grew by 11% from the
previous year to over 1.6 billion gross tonnes. The total cargo tonnage increased by 7% to 515
million tonnes in 2008 despite the sharp contraction in global demand in end 2008 (Table 4.5).
Table 4.5: Singapore Sea Port Statistics
2003 2004 2005 2006 2007 2008
Vessel Arrivals (Number) 135,386 133,185 130,318 128,922 128,568 131,695
Shipping Tonnage ('000 GT) 986,392 1,042,447 1,151,791 1,314,990 1,459,221 1,621,065
Total Cargo ('000 tonnes) 347,694 393,418 423,268 448,504 483,616 515,415
Total Container Throughput
('000 TEUs)
18,411 21,329 23,192 24,792 27,935 29,918
Bunker Sales ('000 tonnes) 20,809 23,567 25,479 28,379 31,546 34,936
Source: Maritime and Port Authority, DTZ Consulting, February 2010
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Independent Review of the Logistics Property Market Page 16
Governed by the Maritime and Port Authority of Singapore (MPA), Singapore aims to develop into
a premier global hub port and international maritime centre (IMC) to advance and safeguard
Singapore's strategic maritime interests. Through the development of maritime R&D capabilities,
Singapore aims to position itself as a global maritime knowledge hub by 2025.
[Link] Airport
Singapore Changi Airport is an award-winning, world-class airport with more than 250 awards
received since its opening in 1981. The airport is one of the busiest airports in the world and a
major aviation hub in Asia Pacific, with a comprehensive air network of 81 scheduled airlines and
4,466 weekly scheduled flights serving 188 cities in 60 countries. The airport has two runways,
three passenger terminals and one budget terminal that offer an annual handling capacity of more
than 70 million passengers.
In 2008, aircraft movements at Changi Airport grew by 5.1% to 231,900 and passenger
movement increased by 2.7% to 37.7 million. Airfreight movement also demonstrated resilience
despite the economic crisis. Air cargo traffic in 2008 totalled 1.86 million tonnes, reflecting a
marginal 2% decrease over 2007 (Table 4.6). Changi Airport was ranked 7
th
place by international
passengers and 19
th
place by total passengers globally in the Airport Council International (ACI)
survey in 2008. Singapore Changi Airport was also crowned 10
th
place by total cargo, the highest
in South-east Asia (Table 4.6).
Table 4.6: Changi Airport Statistics and International Rankings (2008)
International Passengers
14
35.0 million (7
th
Place)
Total Passengers 37.7 million (19
th
Place)
Total Cargo 1.86 million tonnes (10
th
Place)
Source: ACI, CAAS, DTZ Consulting, February 2010
Changi Airfreight Centre (CAC) houses four Cargo Agent Buildings (CABs) which are warehouse
and office facilities for airfreight forwarders. Some light value-adding activities e.g. break-bulk are
carried out in CABs.
TNT Regional Hub and DHL Singapore Hub are two express courier centres located in CAC. DHL
Singapore Hub is a 10,000 sq m express transshipment facility with an annual handling capacity
of 180,000 tonnes. In April 2009, TNT officially opened its expanded and remodelled regional hub
with increased capacity for time-sensitive freight. The SGD20 mil facility has a total floor area of
7,330 sq m and is capable of handling 350 tonnes of cargo per day. Both facilities are expected to
strengthen Singapores position as a world-class logistics hub.
The first on-airport perishable handling centre located in SATS Airfreight Terminal 2, Coolport @
Changi, will have an annual operating capacity of 250,000 tonnes. The new multi-temperature
facility with temperature ranging between -28C and 18C is designed for secure cold chain
logistics, to handle terminal and transit perishable cargo such as commodities and medical cargo
in the FTZ. The 8,000 sq m facility is likely to be operational in 2010.
[Link] Road and Rail Infrastructure
Singapore has a well-developed road and rail network connection linking Singapore as well as
from Singapore to Malaysia and beyond. It is connected to Malaysia via two road links, i.e. Johor-
Singapore Causeway at Woodlands in the north and Tuas Second Link at Tuas in the north-west.
In addition, Singapore is also connected to Malaysia via rail.
In terms of the domestic road transport infrastructure, Singapore has a total road network of 3,325
km as at end 2008. Including the newest Kallang-Paya Lebar Expressway (KPE), there are nine
expressways in Singapore.
14
International passengers are consolidated based on 12 months period, ending in July 2009.
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Independent Review of the Logistics Property Market Page 17
4.3.2 Key Logistics Service Providers
[Link] Global Logistics Companies
Singapore has some 3,000 logistics and supply chain management companies. Most of the
leading global logistics players have located their operations, such as regional headquarters,
freight centres, distribution and warehousing in Singapore. According to SJ Consulting Group, 21
of the 25 global logistics providers have significant presence in Singapore (Table 4.7).
Table 4.7: Top 25 Global Logistics Companies (2008)
15
Rank Company Base Country
2008 Gross Revenue
(SGD mil)
1 DHL Logistics Germany 60,177
2 Kuehne + Nagel Switzerland 30,496
3 DB Schenker Logistics Germany 18,857
4 Geodis France 14,630
5 CEVA Logistics Netherlands 14,363
6 Panalpina Switzerland 12,660
7 Altadis/Logista United Kingdom 12,352
8 C.H. Robinson Worldwide USA 10,753
9 Agility Logistics Kuwait 9,526
10 UPS Supply Chain Solutions USA 9,491
11 Expeditors Intl of Washington USA 8,521
12 DACHSER & Co.* Germany 8,110
13 DSV Denmark 8,342
14 UTi Worldwide USA 7,384
15 Sinotrans China 7,175
16 NYK Logistics Japan 7,123
17 Wincanton* United Kingdom 6,532
18 Bollor France 6,531
19 Hellmann Worldwide Logistics Germany 6,348
20 Rhenus & Co.* Germany 5,942
21 Toll Holdings Australia 4,713
22 J.B. Hunt Transport Services* USA 4,657
23 Logwin (formerly Thiel Logistik) Luxembourg 4,647
24 Kintetsu World Express Japan 4,511
25 Penske Logistics USA 4,313
Source: SJ Consulting Group, DTZ Consulting, February 2010
* Refers to companies that do not have a presence in Singapore
Logistics companies are also expanding their logistics space in Singapore. In 2009, Agility located
their Asia Pacific Headquarters to Singapore, as part of their strategy to strengthen their presence
in South-east Asia. TNT has re-modelled and expanded its regional hub at Changi Airfreight
Centre while Panalpina expanded its logistics facility in 2009. In addition, Singapores largest
healthcare distributor, Zuellig Pharma, has also upgraded and expanded its facility recently.
Major logistics service providers such as Agility Logistics and DB Schenker Logistics have also
located their regional headquarters in Singapore (Table 4.8).
15
Gross revenue is based on non-asset based logistics.
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Independent Review of the Logistics Property Market Page 18
Table 4.8: Major Global Logistic Service Providers in Singapore
Company Location in Singapore Product Specialisation
DHL
- ALPS
- Changi International LogisPark (North)
- C&P Districentre
- Automotive
- Industrial
- Chemical
- Energy
- Retail
- Aerospace
Kuehne +
Nagel
- SENKEE Logistics Hub
- Aviation
- Hotel
- Shipping
- Oil/gas
- Project Services
DB Schenker
Logistics
- ALPS
- Singapore Logistics Centre 1 and 2 (Changi
International LogisPark (South))
- Schenker Megahub
- Aerospace
- Fairs and events
- Marine
- Oil/gas
- Semiconductors
- Healthcare
Geodis
Wilson
- Changi Airfreight Centre, Cargo Agent Building E
- Automotive
- High-tech
- Industrial
- Marine
- Pharmaceuticals
- Textiles
CEVA
Logistics
- ALPS
- Changi International LogisPark (South)
- No. 3 Tuas Avenue 8
- Oil/gas
- Retail/fashion
- Pharmaceuticals
- Automotive
- Industrial and heavy equipment
Panalpina - Changi International LogisPark (North)
- Chemicals
- Pharmaceuticals
- High-tech
- Telecommunications
C.H.
Robinson
Worldwide
- Changi Airfreight Centre, Cargo Agent Building D
- Changi Logistics Centre
- Transportation
- Sourcing
- Information
- Services
Agility
Logistics
- Changi International LogisPark (North)
- Project logistics
- Fairs and Events
- Chemicals
UPS Supply
Chain
Solutions
- ALPS
- UE Tech Park, 10 Pandan Crescent
- 19 Senoko Loop
- Changi International LogisPark (South)
- Woodlands East Industrial Estate
- Industrial manufacturing
- Automotive
- Healthcare
- Retail
- High-tech
Source: Inbound Logistics, EDB, Company Websites and Reports, DTZ Consulting, February 2010
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Independent Review of the Logistics Property Market Page 19
[Link] Singapore-based Logistics Companies
Singapores established infrastructure and logistics sector facilitate the growth of home-grown
logistics players. Many of the Singapore-based logistics companies started off as transportation
or freight forwarding companies and evolved into integrated logistics service providers. Over the
years, these local logistics companies established comprehensive distribution networks, excellent
track record in terms of quality, speed and flexibility and IT capabilities. They have also developed
a strong regional presence in countries such as China, Hong Kong SAR, Japan, South Korea,
India, Pakistan and Sri Lanka.
For instance, the developers of the subject properties, CWT Limited and C&P Holdings, are
Singapore-based companies. CWT Limited is a leading logistics player in Singapore, offering a
comprehensive range of logistics, international freight forwarding and engineering services.
Integrated logistics solutions of some of the worlds best known brands in the chemical, fast
moving consumer goods, healthcare, electronics, automotive and industrial sectors are provided
by CWT. The Group has a global freight forwarding network that connects customers to 120 ports
and 1,200 destinations around the world.
C&P Holdings is the major stakeholder of CWT Limited. The company offers warehousing,
transport, logistics, rent-a-car, records management, inland ports, chemical storage and
management, marine, air cargo as well as commodities logistics and collateral management.
Other established Singapore-based logistics companies include:
Accord Express Holdings Pte Ltd;
Cougar Express Logistics Pte Ltd;
Eng Kong Holdings Limited;
Freight Links Express Holdings Ltd;
Keppel Logistics Pte Ltd;
Richland Group Limited;
Sembawang Kimtrans Ltd;
SembCorp Logistics Ltd;
Trans-Link Express Pte Ltd/ Trans-Link Exhibition Forwarding Pte Ltd; and
YCH Group Pte Ltd.
4.3.3 Trends and Developments
Recent trends and developments in the Singapore logistics market include:
Continuous strengthening and development of infrastructure;
Increasing presence of global players;
Development of specialised logistics solutions;
Provision of integrated global solutions;
Enhancing supply chain excellence and focus on R&D; and
Increasing competition from the region.
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Independent Review of the Logistics Property Market Page 20
4.3.4 Industry Initiatives
The government is committed to grow the logistics and supply chain industry in Singapore by
introducing new initiatives, developing supporting agencies and implementing new incentives to
support and promote the industry.
[Link] Economic Review Committee Working Group on Logistics
In 2002, the Economic Review Committee (ERC) Working Group on Logistics (WGL)
recommended some key strategies to enhance Singapores competitiveness as a logistics hub.
While Singapore has a world-class infrastructure and global connectivity, high operation cost,
structural shift in manufacturing patterns and growing competition in the region are some
constraints that could impede growth of the logistics industry.
WGL recommended the following strategies to enhance Singapores competitiveness as a
logistics hub:
- Enhancing physical hub capabilities;
- Developing virtual hub capabilities;
- Introducing fiscal measures to ensure a competitive tax regime; and
- Develop a champion agency to promote and develop Singapores logistics industry.
WGL aims to develop Singapore into a leading global integrated logistics hub, with robust
maritime, aviation and land transport capabilities to support Singapores leadership in the global
economy. WGL targeted the logistics sector to grow and take up about 9% to 13% of GDP and
employ 120,000 to 170,000 workers by 2012. These targets were achieved in 2008, with the
logistics sector taking up about 9% of GDP.
[Link] Supporting Agencies
To meet the changing supply chain and trade pattern today, the Singapore government is
deepening its integrated logistics capabilities, providing specialized infrastructure beyond ports
and logistics parks and grooming of world-class logistics companies in Singapore. Supporting
agencies such as the Singapore Logistics Association (SLA) and the Singapore Aircargo Agents
Association (SAAA) were formed to support and grow the logistics industry. Singapore also
houses Asias leading logistics and education institute, The Logistics Institute Asia Pacific, with
the mission of nurturing logistics excellence in research and education.
To sustain and further develop Singapore into a leading global hub, a number of initiatives have
been launched. These include:
The Logistics Capability Development Programme - launched by SPRING Singapore
in 2006 to provide resources for local logistics SMEs to upgrade their capabilities;
Approved Shipping and Logistics Scheme to offer concessionary tax rate for ship
agencies and international logistics operators, as well as incentives to freight forwarders
which provide freight and logistics services from Singapore;
Approved International Shipping Enterprise Scheme - to encourage international
ship-owning and ship-operating companies to establish operations in Singapore by
granting tax exemptions on qualifying shipping incomes for 10 years;
Air Hub Development Fund to provide incentives for airlines to expand or maintain
their operations at Changi International Airport;
Zero GST Warehouse Scheme to exempt tax for approved warehouse operators; and
Free Trade Agreements (FTAs) eliminates trade barriers and facilitates cross border
movement of goods and services between territories, as well as increase price
competitiveness of exports.
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Independent Review of the Logistics Property Market Page 21
4.3.5 SWOT Analysis
Table 4.9 summarises the strengths, weaknesses, opportunities and threats of the logistics
industry in Singapore.
Table 4.9: SWOT Analysis of Singapores Logistics Industry
Strengths Weaknesses
Stable political, economic and social conditions
Strategic location at the crossroad of international
air and sea routes
Well-developed physical infrastructure
High connectivity to major trading hubs and
manufacturing base
Established regional trading/ logistics hub
Headquarters to many shippers and logistics
service providers
Active pursuit of bilateral and multilateral initiatives,
e.g. FTAs
Robust and efficient legal and judicial system
Business-friendly tax structure
Pro-business and investment environment
High-skilled and educated workforce
Strong government support through incentives and
initiatives to grow and promote the logistics
industry
Continuous active marketing of Singapore as a
logistics/ supply chain hub
Small geographic space and domestic
market
High cost of operation, e.g. land and wage
Shortage of skilled, experienced and
entrepreneurial logistics professionals
Opportunities Threats
Growth potential for logistics outsourcing
Leverage on Singapores good connectivity to Asia
Pacific to provide total supply chain management
services, i.e. expand hinterland
Tap on offshore trade by Singapore-based
companies
Dovetail with other sector expansion plans e.g.
biomedical and chemical
Enhancement of technological capabilities to carry
out wide range of supply chain management
activities
Intense competition with other countries
that are aggressively promoting
themselves as logistics hubs
Relocation of manufacturing and
distribution bases to other regional hubs
with lower costs, e.g. China
Technological advances such as the
increase in the range of ocean liners and
jetliners may result in vessel/ aircraft
operators bypassing Singapore
Source: EBD, IE Singapore, DTZ Consulting, February 2010
4.4 Market Outlook
In line with Singapores economic prospects, the logistics sector is expected to remain promising.
Underpinned by the governments strong commitment to develop its logistics and supply chain
sector, Singapores status as a compelling, world-class global logistics and supply chain
management nerve centre is affirmed by its excellent global connectivity, conducive business and
investment environment. The governments continued efforts to grow the logistics industry have
successfully attracted global 3PLs, e.g. DHL and TNT to set up distribution centres in Singapore.
Transport Intelligence forecasted that the contract logistics market in Singapore will increase by
16% CAGR from SGD999 mil in 2007 to SGD1,809 mil by 2011
16
.
Singapore will continue to grow as a global logistics hub, attracting leading industry players. This
in turn, is expected to attract specialised logistics players, e.g. pharmaceutical, chemicals and
other global players to set up their regional distribution centres in Singapore, a trend which is
expected to support the demand for logistics properties in Singapore.
16
Source: Transport Intelligence (September 2008), Asia Pacific Transport & Logistics 2008.
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Independent Review of the Logistics Property Market Page 22
5 Overview of the Singapore Warehouse Property Market
5.1 Introduction
Singapore has a total industrial stock of 36.9 million sq m
17
as at Q4 2009. More than half (56%/
20.5 million sq m) of the industrial stock comprises single-user factory space and another 22%
(8.2 million sq m) is multiple-user factory space. Warehouse space constitutes 19% (6.9 million sq
m) of the total industrial stock. Only 3% (1.1 million sq m) of the industrial stock are business
parks (Figure 5.1).
Figure 5.1: Industrial Stock by Type (As at Q4 2009)
Business Park
(1.1 million sq m, 3%)
Multiple-user Factory
(8.2 million sq m, 22%)
Warehouse
(6.9 million sq m, 19%)
Single-user Factory
(20.5 million sq m, 56%)
Source: URA, DTZ Consulting, February 2010
About 85% (31.5 million sq m) of the total industrial stock is owned by the private sector and the
balance 15% by the public sector.
5.2 Warehouse Stock
Almost all (99%) of the warehouse stock as at end Q4 2009 was owned by the private sector.
Warehouses are generally located near key industrial clusters and/ or infrastructure nodes in the
West (58%), Central (19%) and East (13%) Regions of Singapore (Figure 5.2).
Figure 5.2: Planning Regions in Singapore and Warehouse Stock
Source: URA, DTZ Consulting, February 2010
17
Existing stock is expressed in Net Lettable Area (NLA).
6%
5%
19%
13%
1.29 mil sq m
0.90 mil sq m
0.31 mil sq m
0.38 mil sq m
3.99 mil sq m
58%
6%
5%
19%
13%
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Independent Review of the Logistics Property Market Page 23
Large clusters of warehouses have developed near the airport and seaport. The national agency
and developer of industrial infrastructure, JTC Corporation (JTC) provides land for development
of custom-built single and multiple-user facilities for owner occupation or lease.
Logistics parks are areas designated specifically for companies engaged in logistics activities.
They can be categorised into specialised and non-specialised logistics parks. Specialised
logistics parks cater to specific market segments, e.g. Airport Logistics Park of Singapore (ALPS)
for trade and air cargo-related logistics activities as well as Banyan and Meranti LogisParks for
oil- and chemical-related uses respectively. Non-specialised logistics parks such as Toh Tuck,
Toh Guan and Clementi West LogisParks are used for general warehousing activities.
Major warehouse and logistics clusters in Singapore are summarised in Table 5.1. Warehouses
are also distributed in the industrial estates and are often for general storage purposes.
Table 5.1
Key Logistics Parks and Warehouse Clusters
Source: DTZ Consulting, February 2010
5.2.1 Logistics Parks
Logistics parks are located near distribution centres/transport nodes in different parts of
Singapore (Map 5.1). These logistics parks were initiated by JTC, with the objective of supporting
Singapores vision of becoming an integrated logistics hub in Asia Pacific.
JTC provides land at the logistics parks on different lease terms, e.g. 30 years or 30+30 years.
Land parcels in these logistics parks are served by power, water supply and sewage systems as
well as telecommunications and road networks. These prepared industrial lands allow
industrialists to develop custom-built facilities. Beyond land infrastructure, provision of shared
facilities and services as well as strong clustering of companies in the same industry create better
synergy and improve productivity. This differentiates it from other industrial estates where land is
not specifically dedicated for logistics.
According to JTC, some 366.4 ha of land has been retained for logistics parks, of which about
40.0 ha (11%) have not been allocated (Figure 5.3).
Logistics Parks Warehouse Clusters near the Seaports
Specialised
Airport Logistics Park of Singapore (ALPS)
Banyan LogisPark
Meranti LogisPark
Non-specialised
Changi International LogisPark (North)
Changi International LogisPark (South)
Toh Guan LogisPark
Toh Tuck LogisPark
Clementi West LogisPark
In the vicinity of Jurong Port
o Along Penjuru Road, Fishery Port Road, Jalan
Buroh, Jurong Port Road, Jalan Terusan,
Jalan Ahmad Ibrahim, Gul Circle
In the vicinity of PSA Singapore Terminals
o Keppel Distripark
o Pasir Panjang Distripark
o Tanjong Pagar Distripark
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Independent Review of the Logistics Property Market Page 24
Map 5.1: Logistics Parks in Singapore
Source: DTZ Consulting, February 2010
Figure 5.3: Prepared Industrial Land (PIL) for Logistics Parks
18
169.3
213.5
295.2
319.8
325.6 326.4
29.1
44.9
23.7
42.3
42.3 40.0
0
50
100
150
200
250
300
350
400
2004 2005 2006 2007 2008 Q3 2009
ha
Allocated Not Allocated
198.4
258.4
318.9
362.1
367.9 366.4
Source: JTC, DTZ Consulting, February 2010
18
The updated JTC Q4 2009 data is not available at time of report.
Clementi West
LogisPark
Changi International
LogisPark (North)
Changi International
LogisPark (South)
Banyan & Meranti
LogisParks
Penjuru
Changi
Airport
PSA
Singapore Terminals
Toh Guan & Toh Tuck
LogisParks
Jurong Port
Airport Logistics Park
of Singapore (ALPS)
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Independent Review of the Logistics Property Market Page 25
Table 5.2 highlights the logistic parks in Singapore as well as some major occupiers.
Table 5.2: Summary of Logistics Parks
LogisPark Land Area Availability
19
Major Occupiers/ Developments
20
Specialised
Airport Logistics Park of
Singapore (ALPS)
26 ha
1 Plot
Plot Size: Approx. 2.57 ha
Plot Ratio: 2
Expeditors
Hi-Speed Logistics Centre
Schenker Megahub
SDV Logistics
UPS
Banyan LogisPark 80 ha N.A.
Horizon Singapore Terminal
Katoen Natie Sembcorp
Royal Vopak
Meranti LogisPark 90 ha N.A. Helios Terminal Corporation
Non-Specialised
Changi International
LogisPark (North)
19 ha
3 Plots
Total Plot Size: 3.9 ha
Plot Ratio: 1.5 1.6
APC Distrihub
Agility
Best World International
Esys Technology
Golden Spring Export
JEL Centre
Panalpina World Transport
Zuellig Pharma
Changi International
LogisPark (South)
43 ha Fully Allocated
Accord Famous Distri Centre
CEVA Logistics
C&P Changi Districentre
C&P Changi Districentre 2
DHL
Freight Links Express
Flextronics
Hitachi Transport System
Kingsmen Creative Centre
Schenker Singapore
U-freight Logistics Centre
Xilin Districentre
Yusen Air & Sea Services
Clementi West LogisPark 11.17 ha Fully Allocated
Hoe Leong
Scandinavia Warehouse
Sankyu Singapore
Toll Asia
Toh Guan LogisPark 30 ha
1 Plot
Plot Size: 2.83 ha
Plot Ratio: 2.0
Freight Links Express
IDS Logistics
Nippon Express
Naigai Nitto
ODC Logistics
Trident Districentre
Toh Tuck LogisPark 8 ha
1 Plot
Plot Size: 1.02 ha
Plot Ratio: 1.6
German Districentre
KL Hiap Aik Logistics
Sembawang Kimtrans Logistics
Centre
Trans-link Logistics Centre
Source: JTC, DTZ Consulting, February 2010
19
Source: JTC (Data as at 2 November 2009)
20
Subject properties are in bold.
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Independent Review of the Logistics Property Market Page 26
[Link] Airport Logistics Park of Singapore (ALPS)
Comprising 26 ha of land, adjacent to Singapore Changi Airport and Changi Airfreight Centre, the
logistics park is a key infrastructure facility developed by the government of Singapore to manage
global supply chain activities. Conceptualised as a logistics base for 3PLs, ALPS facilitates time-
sensitive, quick turnaround, value-added logistics services and regional distribution activities.
The logistics park is strategically located in Singapores Changi Airports Free Trade Zone
(FTZ)
21
, allowing logistics players to save on duties, documentation time for faster clearance, as a
result simplifying and reducing custom formalities for movement of goods within FTZs and
transshipment of goods. A dedicated customs checkpoint is also available in ALPS, the only
logistics park in Singapore with FTZ status.
Improved handling efficiency and excellent connectivity of ALPS allow logistics players to pass
the benefits on to their customers. ALPS is a choice location for activities such as regional
fulfilment, customization and postponement.
ALPS was first launched in 2000 and started operations in 2003. It was jointly developed by JTC
and the Civil Aviation Authority of Singapore (CAAS). The land plots are zoned for Business 2
22

use. ALPS has both purpose-built and multi-tenanted facilities. There are currently 11 purpose-
built logistics facilities in ALPS. All facilities in ALPS, including the subject properties, are
occupied by 3PLs. These are world-class logistics companies including Nippon Express
(Singapore) Pte Ltd, Schenker Singapore and SDV Logistics (S) Pte Ltd (Table 5.3).
Table 5.3: Developments in ALPS
Estimated
Year of
Completion
Development/ Tenant Name Location
Estimated GFA
23
(sq m)
2006 Schenker Megahub
24
51 Alps Avenue 40,900
2006 UPS 31 Alps Avenue 40,000
2006 Hi-Speed Logistics Centre (Nippon Express) 40 Alps Avenue 28,700
2006 Exel Supply Chain Hub 81 Alps Avenue 26,500
2005 80 Alps Avenue (Multi-tenanted) 80 Alps Avenue 24,600
2006 Sandvik Building 50 Alps Avenue 22,700
2003 70 Alps Avenue (Multi-tenanted) 70 Alps Avenue 22,600
2005 SDV Logistics Hub 101 Alps Avenue 15,000
2002 & 2003 Menlo (Alps) 60 Alps Avenue 12,700
2009 Expeditors Singapore 71 Alps Avenue 12,700
2004 Expeditors Singapore 61 Alps Avenue 12,400
Source: DTZ Consulting, February 2010
Ascendas Real Estate Investment Trust (AREIT) has recently announced the completion of a new
built-to-suit facility for Expeditors Singapore. The development comprises a part 2-storey and part
4-storey logistics facility.
There is limited competing supply at ALPS with the existing buildings well-occupied. There is only
one unallocated plot of 2.57 ha remaining.
21
FTZs are designated areas in Singapore where payment of duties and taxes is suspended for goods arriving in Singapore. In
addition, no duty or taxes are payable on goods that are stored in FTZs. Duty and taxes are only payable when the goods leave
the FTZ and enter into customs territory for local consumption.
Traders, particularly re-exporters and transhippers operating in FTZ, benefit from less paperwork, simplified customs permits
required for transshipment of non-controlled goods and suspension of Goods & Services Tax (GST) and duty of all dutiable goods,
except liquors and cigarettes within FTZ. Singapore has five FTZs, at: Port of Singapore, Jurong Port, Sembawang Wharves, Pasir
Panjang Wharves and ALPS.
22
Business 2 (B2) are areas used or intended to be used for clean industry, light industry, general industry, warehouse, public
utilities and telecommunication uses and other public installations. Special industries such as manufacture of industrial machinery,
shipbuilding and repairing, may be allowed in selected areas subject to evaluation by the competent authority. The development
on land that is zoned B2 have a quantum whereby not more than 40% of the total floor area shall be permitted for ancillary uses.
23
Figures have been rounded to the nearest hundred.
24
Properties in bold refer to the subject properties.
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Independent Review of the Logistics Property Market Page 27
[Link] Changi International LogisPark
Changi International LogisPark and ALPS forms a significant logistics cluster in the eastern part
of Singapore. Located near Changi Airport, Changi Business Park and aerospace industrial
clusters, Changi International LogisPark is home to many local and international logistics
specialists. Occupiers at Changi International LogisPark are involved mainly in regional
distribution and freight forwarding activities. Many are also engaged in aerospace-related logistics
activities.
Changi International LogisPark (North) has 19 ha of land for logistics and warehousing use. Major
logistics players in Changi International LogisPark (North) include Agility Logistics, DHL Exel
Supply Chain and Panalpina World Transport.
Changi International LogisPark (South), where two of the subject properties (C&P Changi
Districentre and C&P Changi Districentre 2) are located, is one of the most established logistics
hubs in Singapore, housing many international logistics players. The fully allocated 43 ha logistics
park is dedicated for 3PLs and warehousing use. It allows supply-chain companies to develop
flexible solutions that improve time-to-market access and customized solutions for various
industries such as chemicals, biomedical sciences and aerospace. Major players located here
include CEVA Logistics, Schenker Singapore and Freight Links Express.
Changi Districentre, the largest ramp-up warehouse in Changi International LogisPark (South), is
one of the two ramp-up warehouses in the logistics park. There is no expected new supply since
all land parcels in Changi International LogisPark (South) have been allocated.
[Link] Banyan and Meranti LogisParks
Banyan and Meranti LogisParks are two logistic parks located on Jurong Island that are dedicated
for oil and chemical industries. They provide integrated logistics and supply chain support for
companies on the island.
Jurong Island is one of the largest ethylene production and oil refining centres in the world. The
island is home to over 94 petroleum, petrochemicals, specialty chemicals and other chemical
manufacturing and supporting companies. They include BASF, Celanese, ExxonMobil, Dupont,
Mitsui Chemical, Chevron Texaco, Shell and Sumitomo Chemical and more recently, CIBA,
Huntsman, Natural Fuel, Nexsol and Tate & Lyle. Jurong Island was developed due to strong
demand for oil storage and additional storage capacity for refined oil products.
Banyan LogisPark comprises 80 ha of land on Jurong Island. The logistics park is dedicated to
chemical logistics, providing 3PL services such as chemical warehousing, tank filling, cleaning
and maintenance, drumming and water treatment facilities. Activities include transshipment and
break-bulk operations for bulk liquid petroleum and petrochemical products.
Located next to shipping fairways and anchorages, the 90 ha Meranti LogisPark is used for oil
storage and terminal activities to support companies on Jurong Island and in South-east Asia.
[Link] Clementi West LogisPark
The 11 ha Clementi West LogisPark is one the earliest logistics parks developed in Singapore. Its
centralised location makes it suitable as a major warehouse and distribution centre. The logistics
park caters to light and clean warehousing activities. It is also highly accessible to the seaport via
major expressways, e.g. Pan Island Expressway (PIE) and Ayer Rajah Expressway (AYE).
Major warehouses include Logishub@Clementi and 1 Clementi Loop, Toll Asia (Corporate
headquarters), Sankyu Singapore and Scandinavia Warehouse.
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Independent Review of the Logistics Property Market Page 28
[Link] Toh Guan and Toh Tuck LogisParks
Toh Guan and Toh Tuck LogisParks are located in the west of Singapore, close to International
Business Park and adjacent to the PIE. The two logistics parks are used for light industry and
warehousing purposes.
German Districentre, Trans-link Logistics Centre and Sembawang Kimtrans Logistics Centre are
located in this established estate.
5.2.2 Warehouse Clusters
Warehouses are developed and clustered near the ports to support the terminal operation.
Proximity to the seaports facilitates quick turnaround and high operational efficiency of maritime,
integral in supporting the growth of maritime trade in Singapore. The main port operator, PSA
Singapore has three distriparks adjacent to its PSA Singapore Terminals. Warehouses have also
mushroomed near Jurong Port in Jurong Industrial Estate.
[Link] Distriparks
Warehouses cluster near PSA Singapore Terminals. The three distriparks: Pasir Panjang,
Tanjong Pagar and Keppel Distriparks have over 300,000 sq m of warehousing space near the
PSA Singapore Terminals.
Pasir Panjang Distripark comprises nine blocks of warehousing and ancillary offices. Eight
blocks are single-storey warehouses with one block of warehouse and ancillary office space.
Tanjong Pagar Distripark is located along Keppel Road next to PSA Singapore Terminals. The
distripark comprises two blocks of warehousing space with a total floor area of 72,200 sq m
Keppel Distripark provides extensive warehousing and office facilities with direct linkage to PSA
Singapore Terminals that allows goods to enter the ports in less than 10 minutes. Other than
storage facilities, the distripark provides value-added services such as transloading, Central
Distribution Centre (CDC), non-vessel Operating Common Carrier and liner services container
operations. Warehousing at Keppel Distripark comprises 45 modules with a total storage area of
113,000 sq m and additional spaces for handling and storage of hazardous goods in the FTZ.
Keppel Distripark also features a 5-storey office building (7,100 sq m) outside the FTZ for lease.
[Link] Jurong Industrial Estate
Jurong Industrial Estate is the largest and most established industrial estate in Singapore. The
estate was developed in the 1960s as part of Singapores industrialisation plan. Jurong Industrial
Estate is linked to Jurong Island, where the oil and chemical industries are located.
Jurong Industrial Estate is highly accessible to the rest of Singapore via AYE. The industrial
estate is served by Jalan Buroh and Pioneer Road that links to West Coast Highway. It is also
close to residential estates in Jurong (e.g. Teban and Pandan Gardens) that provide a large pool
of labour.
The deep coastal waters at Jurong makes it suitable for port development. Jurong Port was
developed to support Jurong Industrial Estate. Since its opening in 1965, Jurong Port has grown
into an established hub for bulk, break-bulk and container cargo. Jurong Port is a transshipment
hub with selective warehouses approved for metal trading at the London Metal Exchange (LME).
The vicinity of Jurong Port has transformed into a strong warehouse cluster. Warehouses at the
Jurong Port Road area are mainly for metal, chemical and oil logistics. These facilities enjoy
healthy demand supported by businesses at Jurong Island and Jurong Port.
A subject property, CWT Commodity Hub, is located in Penjuru, north-east of Jurong Port. The
Penjuru area houses many newly completed, large warehouse and logistics facilities such as
Freight Links Express Logistics Centre and C&P Logistics Hub 1 & 2. CWT Commodity Hub, C&P
Logistics Hub 1 and 2 are ramp-up warehouses in the immediate vicinity.
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Independent Review of the Logistics Property Market Page 29
CWT Commodity Hub and Penjuru Logistics Hub are the newest completions in the area. Both
developments were completed in 2008/ 2009 and received strong take-up rates. As a reflection of
demand in the area, all 16 warehouse units in the 5-storey Penjuru Logistics Hub (approximately
34,100 sq m NLA) completed in 2009 has been fully taken up. CWT Commodity Hub (GFA:
213,305.0 sq m), which has obtained TOP in phases from mid-2008 to Q4 2009, is also 82.9%
occupied
Jurong Industrial Estate is home to one of two fishery ports
25
in Singapore. Jurong Fishery Port
(JFP) is situated to the north of Jurong Port at Fishery Port Road. JFP is an international port for
foreign fishing vessels operating in the Indian and Pacific Oceans. It also serves as a marketing
and distribution centre for fresh fish. JFP spans over 5.1 ha, comprising a wharf, wholesale fish
market, shops, ice crusher stalls, canteens and fish merchants offices.
Major cold stores such as a subject property (CWT Cold Hub), NCS Cold Store and Jurong
Marine Cold Stores are concentrated at Fishery Port Road. Currently, CWT Cold Hub is the
newest cold store in Singapore that is designed with vehicular ramp to the upper storeys.
A developer is constructing a six storey ramp-up industrial food factory, Jurong Food Hub at Jalan
Tepong, near Jurong Fishery Port Road. It is scheduled to complete by March 2010. The
development is available for sale, with asking price in the range of SGD1,800 to SGD2,400 per sq
m
26
.
Slightly away from JFP along West Coast Highway, Pandan Loop is an established food
manufacturing and distribution cluster. Food production companies such as The Singapore Food
Industries, Gardenia and Boncafe have purpose-built facilities at Pandan Loop. The asking
monthly gross rents of warehouse facilities in the Pandan area exceeded SGD12 per sq m in Q3
2009 (Table 5.4).
Table 5.4: Asking Rents in the Vicinity of Pandan
NLA
(sq m)
Asking Monthly
Gross Rent
(SGD)
Asking Monthly
Gross Rent
(SGD per sq m)
Date
Pandan Crescent 725 10,920 15.06 Dec 2009
Pandan Loop 697 9,500 13.63 Sep 2009
Pandan Crescent 279 3,500 12.55 Aug 2009
Pandan Loop
(First Storey of Pantech
Business Hub)
173 3,000 17.34 Aug 2009
Source: SISVRealink, DTZ Consulting, February 2010
25
The other fishery port is Senoko Fishery Port, situated in the north of Singapore.
26
Land tenure of the site is 23 years.
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Independent Review of the Logistics Property Market Page 30
5.3 Largest Warehouses
The ten largest warehouses in Singapore constitute about 14% of the total warehouse space in
Singapore (Table 5.5). The largest warehouses are all located in the West and Central Regions of
Singapore, mostly near the ports.
Table 5.5: Ten Largest Warehouses in Singapore
27
Name of Development Location
Year of
Completion
Estimated
GFA
28
(sq m)
CWT Commodity Hub 24 Penjuru Road 2009 213,300
Jurong Logistics Hub 31 Jurong Port Road 2000 142,300
C&P Logistics Hub 1 46 Penjuru Lane 2004 138,400
C&P Logistics Hub 2 27 Penjuru Lane 2007 95,800
Pioneer Hub 15 Pioneer Walk 2008 91,000
Harbourlink Warehouse 61/ 63 Alexandra Terrace 1996 84,500
7 Gul Circle 7 Gul Circle 1999 82,000
UE Technology Park 8/10 Pandan Crescent 1996 80,900
CWT Distripark @ Jurong Port Road 24 Jurong Port Road 1997 75,900
Senkee Logistics Hub 19/ 21 Pandan Avenue 2007 74,600
Total 1,078,700
Source: DTZ Consulting, February 2010
7 Gul Circle is one of the early ramp-up warehouses in Singapore, developed and owned by
Keppel Logistics. C&P Holdings and CWT are major ramp-up warehouse developers in
Singapore. Ramp-up warehouses by C&P Holdings include C&P Changi Districentre, Schenker
Megahub, Hi-Speed Logistics Centre and C&P Logistics Hub 1 & 2. CWT Logistics Hub 1 & 2,
CWT Commodity Hub and CWT Cold Hub are other ramp-up warehouses which were developed
by CWT.
5.4 Warehouse Types
5.4.1 Ramp-up Warehouses
Ramp-up warehouses are multi-storey warehouse buildings with a vehicular ramp that allows
direct access to warehouse units on upper storeys. Ramp-up warehouses may or may not have
vehicular ramp access to all storeys, e.g. the ramp may not serve ancillary offices on the upper
storeys. They can have one or a series of ramps in a building and also allow two-way access for
large 40-feet container trucks, e.g. CWT Cold Hub.
Five of the six subject properties (CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, Hi-
Speed Logistics Centre and C&P Changi Districentre) are ramp-up warehouses. Ramp-up
warehouses are gaining popularity as multi-storey warehouses become more prevalent in land-
scarce Singapore. Ramp-up warehouses are preferred compared to conventional multi-storey
warehouses with cargo lifts due to their ease of access and advantage over conventional, cargo
lift operated multi-storey warehouse, e.g. problem of fitting large or heavy goods into cargo lifts.
The ramp serves as an alternative to cargo lifts by allowing goods-handling container trucks to
load/unload directly at warehouse units on each storey.
[Link] Building Specifications
Ramp-up warehouses generally have better building specifications compared with conventional
multi-storey warehouses. They usually have higher floor loading capacity, higher floor-to-ceiling
height, wider column-grid space as well as individual loading bays outside the warehouse units
(Table 5.6).
27
The ranking and figures are estimated by DTZ Consulting.
28
Figures have been rounded to the nearest hundred.
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Independent Review of the Logistics Property Market Page 31
Table 5.6: Building Specifications of Conventional and Ramp-up Warehouse
Ramp-up Warehouse
Conventional Multi-storey
Warehouse
Floor Loading 20 25 KN/ sq m 15 20 KN/ sq m
Floor-to-Ceiling Height 8 11 m 6 7 m
Column Spacing 11.4 m by 11.4 m 11 m by 11 m
Loading/ Unloading
Bays
Individual loading/ unloading bays,
outside the warehouse unit
Shared loading/ unloading bays on
the first storey
Availability of
Cargo Lifts
May or may not have cargo lifts
Upper storeys are served
by cargo lifts
Source: DTZ Consulting, February 2010
[Link] Selected Ramp-up Warehouses
Ramp-up warehouses are often located in warehouse clusters such as the ALPS, Changi
International LogisParks (North and South) in the east and the Tuas, Pioneer and Penjuru areas
in the west. As at the end of Q4 2009, there was an estimated 1.4 million sq m of ramp-up
warehouse space, constituting about 20% of existing private and public warehouse stock (6.9 mil
sq m) in Singapore.
Table 5.7 highlights some ramp-up warehouses in Singapore. The majority of these high quality
and large ramp-up warehouses are owned by Real Estate Investment Trust (REITs) (often under
a sale-and-leaseback structure) and logistics companies such as CWT and C&P Holdings. The
sale of such ramp-up warehouses allows logistics providers to focus on their core competencies
and be asset-light.
Table 5.7: Existing Supply of Selected Ramp-up Warehouses in Singapore
Year of
Completion
Development Location
Estimated GFA
29
(sq m)
2009 C&P Hub 3 46 Penjuru Lane 67,200
2008 & 2009 CWT Commodity Hub
30
24 Penjuru Road 213,300
2008 Pioneer Hub 15 Pioneer Walk 91,000
2008 Soon Hock Holding Logistics Building 7 Penjuru Close 37,600
2008 Zuellig Pharma Distribution Centre 15 Changi North Way 32,000
2007 CWT Cold Hub 2 Fishery Port Road 31,800
2007 C&P Logistics Hub 2 27 Penjuru Lane 95,800
2008 CWT Logistics Hub 2 46A Tanjong Penjuru 48,700
2007 Goldin Logistics Hub 6 Pioneer Walk 20,100
2007 RichLand Business Centre 11 Bedok North Ave 4 19,800
2007 Senkee Logistics Hub (Phase 1 and 2) 19/21 Pandan Avenue 74,600
2006 Schenker Megahub 51 Alps Avenue 40,900
2006 C&P Changi Districentre 5 Changi South Lane 33,800
2006 CWT Logistics Hub 1 38 Tanjong Penjuru 34,900
2006 Hi-Speed Logistics Centre 40 Alps Avenue 28,700
2004 C&P Logistics Hub 46 Penjuru Lane 138,400
2003 Logistics 21 21 Jalan Buroh 48,100
2000 Jurong Logistics Hub 31 Jurong Port Road 142,300
2000 KLW Industrial Building 19 Senoko Loop 15,000
1999 7 Gul Circle 7 Gul Circle 82,000
1998 Sembawang Kimtrans Logistics Centre 30 Old Toh Tuck Road 16,400
Source: DTZ Consulting, February 2010
29
Figures have been rounded to the nearest hundred.
30
Properties in bold refer to the subject properties.
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Independent Review of the Logistics Property Market Page 32
Most of the major ramp-up warehouses were developed between 2006 and 2008, similar to the
subject properties. Ramp-up warehouses were developed recently as the property type is
preferred by logistics service providers compared with conventional warehouses. CWT
Commodity Hub and CWT Cold Hub are some of the newer ramp-up warehouses.
Other known ramp-up warehouses which are in the pipeline include CWT Logistics Hub 3 (77,500
sq m) in 2011 and a warehouse development by Yang Kee Holdings (83,850 sq m) in 2012.
[Link] Advantages and Limitations
The key advantage of a ramp-up warehouse is its ease of access. The vehicular ramp, which
allows direct access to the warehouse unit, provides greater convenience and higher efficiency.
With vehicular access to the upper units, warehouse units on upper storeys have characteristics
of a first storey warehouse.
Vehicular access is particularly important for warehouse and distribution facilities where high
volume of loading and unloading is involved. A warehouse unit on the first storey with direct
vehicular access to the unit usually commands a premium compared to units on the upper storeys.
Recent rental transactions in the conventional, cargo lift operated Citilink Warehouse Complex at
Pasir Panjang Road shows that the second storey was transacted at SGD18 per sq m, about
13% higher than the eighth storey unit which was transacted at SGD16 per sq m (Table 5.8).
Table 5.8: Recent Transactions in Citilink Warehouse Complex
Level Unit Size
Monthly Gross Rent
(SGD per sq m)
Contract Date
8 111 16.15 May 2009
2 150 18.66 Apr 2009
2 111 18.01 Apr 2009
Source: Transactools, DTZ Consulting, February 2010
With direct vehicular access to every warehouse unit, ramp-up warehouses can command
premium rents for units on upper storeys, compared with conventional warehouses. At times, the
top storey of the ramp-up warehouse may command higher rents than lower storeys due to the
higher floor-to-floor height on the top storey. Ramp-up warehouses are growing in popularity as
they offer convenience, cost savings and operational efficiencies to users.
Better building specifications and characteristics of a first storey warehouse for upper storeys with
ramp access allow ramp-up warehouses to command higher rents compared with conventional
warehouses. The rental premium commanded by a ramp-up warehouse over a conventional
warehouse typically ranges from 15% to 25%.
A ramp-up warehouse usually occupies a large site of 1 ha or more compared to a conventional
warehouse. As a result, there are limited ramp-up warehouses in the land-scarce Singapore.
Notwithstanding, the government may release more land if demand is strong.
Tenants may still prefer a landed or first storey warehouse if given a choice since ramp-up
warehouses may face traffic congestion during peak periods especially in multi-tenanted
buildings. However, first storey or landed warehouses are limited. On the other hand, cargo lifts
may also face congestion during peak hours. Potential traffic congestion in ramp-up warehouses
can be improved through proper design of the ramps and internal circulation or by traffic
management.
The strengths and weaknesses of ramp-up warehouses relative to conventional multi-storey
cargo lift warehouses are summarised in Table 5.9.
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Independent Review of the Logistics Property Market Page 33
Table 5.9: Strengths and Weaknesses of Ramp-up Warehouses Relative to
Conventional Multi-Storey Cargo Lift Warehouses
Ramp-up Warehouses
Strengths Developer/Owners Perspective
Higher building efficiency as floor plate does not need to cater for cargo lift shafts
Lower capital expenditure as building does not require cargo lifts
Ability to command premium rents on upper storeys, compared with conventional
warehouses
Operational Aspect
Direct vehicular access to warehouse units on upper storeys
Lower staff, electrical and maintenance cost in the absence of cargo lifts for
loading and unloading goods
Overcome problem of fitting large goods into cargo lifts
Allows undisrupted warehousing operation under all-weather conditions in a
sheltered building
Increased storage capacity and convenience due to higher building efficiency
Weaknesses Developer/Owners Perspective
Requires a larger site than conventional warehouse
Limitations to overall faade and layout design
Operational Aspect
May be subjected to traffic congestion during peak hours, especially in multi-
tenanted buildings with ramps that are not sufficiently wide
Source: DTZ Consulting, February 2010
5.4.2 Specialised Warehouses
[Link] LME Approved Warehouses
LME warehouses that are approved by the London Metal Exchange (LME) support the trading of
futures and options contracts. The largest property in the subject portfolio, CWT Commodity Hub,
is an approved LME warehouse facility. Other LME-approved warehouses in Singapore are
situated in Jurong Port, Tuas, Pasir Panjang Distripark, PSA Keppel Distripark, Logistics 21 and
CWT Distripark (Table 5.10).
Table 5.10: LME Approved Warehouse in Singapore
Source: LME, DTZ Consulting, February 2010
Operator Location of Warehouse
C. Steinweg Warehousing (FE) Pte Ltd
- 28, 30 & 37 Jurong Port Road
- 10 Tuas South Street 1
- 30 Tuas South Street
- 2 Tuas View Place
- 76 Pioneer Road
CWT Commodities (Metals) Pte Ltd
- 37 Jurong Port Road, Jurong Port
- No. 1, Tuas Avenue 3
- 47 Jalan Buroh, CWT Distripark
- 24 Penjuru Road, CWT Commodity Hub
Delivery Network Singapore Pte Ltd
- Pasir Panjang Terminal
- Sembawang Wharves
GKE Metal Logistics Pte Ltd
- 19 Sungei Kadut Street 2
- Jalan Besut
Henry Bath Singapore Pte Ltd
- Sembawang Whares
- Jurong Port, 37 Jurong Port Road
- 1 Banyan Place, Jurong Island
Katoen Natie Asia Pte Ltd - 1 Banyan Place, Jurong Island
NEMS Singapore Pte Ltd
- 165 Pasir Panjang Road
- Pasir Panjang Road, Pasir Panjang Distripark
Pacorini Toll Pte Ltd
- 37 Jurong Port Road
- Kampong Bahru Road, PSA Keppel Distripark
- 21 Jalan Buroh, Logistics 21
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Independent Review of the Logistics Property Market Page 34
[Link] Cold Stores
According to Agri-Food & Veterinary Authority of Singapore (AVA), there are 123 cold stores in
Singapore as at 1 January 2010. All cold stores have to comply with the Wholesome Meat and
Fish Act and licensing conditions. Like all food processing premises and slaughter-houses, cold
stores have to obtain approvals for operation. The site or building has to be inspected and
approved by the AVA, which will issue an operation licence upon approval. These premises are
preferably located in areas where food production and distribution are clustered.
There is relatively strong demand for cold stores in Singapore, especially during the Christmas
and Chinese New Year festive seasons, when demand is the highest and most cold stores are
occupied. Table 5.11 highlights some of the major cold stores in Singapore. Most of them are
located near Jurong Fishery Port. This includes the subject property, CWT Cold Hub, one of the
largest cold stores in Singapore.
Table 5.11: Major Cold Stores in Singapore
Development Completion
Estimated
GFA
31
(sq m)
Facilities/ Storage
Capacity
Services
Type of
Access
CWT Cold Hub
2 Fishery Port Road 2007 31,800
Freezer, chiller, air-
conditioned and
ambient storage
Integrated cold chain
logistics services with
provision of value-add
services such as
procurement, permit,
inventory management,
pick & pack, kitting, re-
packing and labelling, local
distribution and
transportation
Two storeys
Drive-up
Ramp
Mandai Link
Logistics Cold
Store
2 Mandai Link
2006 13,300
Storage capacity of
more than 20,000 MT
Height of about 30 m,
with 12,500 pallet
location
Procuring frozen meat
products
Warehousing
Storage
Sales and distribution
Automated
Storage
and
Retrieval
System
(ASRS)
Jurong Cold Store
11 Chin Bee Drive
1998 6,000
4,000-tonne capacity
for frozen seafood &
processing food
More than 20
individual cold room
for customers storage
Stuffing and unloading
services
Repacking services
Other logistics related
services
Two storeys
ASRS
Suzue-PSA Cold
Storage
47/47A Jalan Buroh
N.A. 5,600
7,000 tonnes of
freezer, chiller and
air-conditioned
facilities
Dry storage
Distribution and
transportation
Computerised
documentation and
inventory control
Part
four/part
five storeys
Cargo lifts
Passenger
lifts
Alliance Cold
Storage
39 Fishery Port
Road
2006 4,700
One million cubic feet
of frozen, chilled and
air-conditioned
warehouse space
Cold storage
Single
storey cold
storey and
three storey
office
Passenger
Lifts
NCS Cold
Stores/Ben Foods
1 Fishery Port Road
N.A. N.A.
26 cold rooms
Total storage area of
50,000 cubic metres
Processing room
Repacking facilities
Offices
Ante room for sorting
Plug-in of containers
Weighing
Order picking
Trucking of containers
Loading and unloading of
containers
Document clearance
Semi-
automatic
ASRS
Source: DTZ Consulting, February 2010
31
Figures have been rounded to the nearest hundred.
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Independent Review of the Logistics Property Market Page 35
5.5 Demand and Occupancy
The average occupancy rate for warehouse space increased steadily since the last trough in
2003. Improvement in occupancy rate was supported by a strong increase in annual net demand
since 2005.
As at end 2008, the average occupancy for island-wide warehouse was 92.8% and peaked in Q1
2009 at 93.0%. The global economic crisis affected Singapores open economy and pressured
occupancy of warehouse space downwards. As at Q4 2009, occupancy for warehouse space
was 89.9%, representing a -2.83% point YOY change. Occupancy was also partly affected by the
large net supply completed in 2009 (Figure 5.4).
Figure 5.4: Annual Net Supply, Demand and Occupancy of Warehouse Space
(Public and Private Sectors)
0
50
100
150
200
250
300
350
400
450
500
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
'000 sq m
80
82
84
86
88
90
92
94
Net Supply (LHS) Net Demand (LHS) Average Occupancy (RHS)
%
Source: URA, DTZ Consulting, February 2010
5.6 Rental Trend
Warehouse rents are generally less volatile compared with other asset classes such as office and
shop spaces. Historically, office rents are the most sensitive to economic changes compared with
that of shops and warehouses (Figure 5.5).
Figure 5.5: URA Rental Index for Private Multiple-user Warehouse, Office and Shop Space
0
20
40
60
80
100
120
140
160
180
200
Q
4

1
9
9
8
Q
2

1
9
9
9
Q
4

1
9
9
9
Q
2

2
0
0
0
Q
4

2
0
0
0
Q
2

2
0
0
1
Q
4

2
0
0
1
Q
2

2
0
0
2
Q
4

2
0
0
2
Q
2

2
0
0
3
Q
4

2
0
0
3
Q
2

2
0
0
4
Q
4

2
0
0
4
Q
2

2
0
0
5
Q
4

2
0
0
5
Q
2

2
0
0
6
Q
4

2
0
0
6
Q
2

2
0
0
7
Q
4

2
0
0
7
Q
2

2
0
0
8
Q
4

2
0
0
8
Q
2

2
0
0
9
Q
4

2
0
0
9
Rental Index
(Base Year: Q1 2000 = 100)
Private Multi-user Warehouse (Islandwide) Private Sector Office Space (Central Region)
Private Sector Shop Space (Central Region)
Source: URA, DTZ Consulting, February 2010
F-40
Independent Review of the Logistics Property Market Page 36
The 75
th
percentile warehouse rents
32
were analysed to reflect rents of higher quality warehouses,
which is more representative of the subject properties. The islandwide 75
th
percentile warehouse
rent increased along with the strong economy in 2007. It peaked in Q4 2008 at SGD20.12 per sq
m per month. This reflects a 25% increase in 2008.
Impacted by the global economic downturn, rents began to fall. The islandwide warehouse rent in
the 75
th
percentile has fallen by 10% for the first three quarters of 2009 to SGD18.10 per sq m per
month in Q3 2009. With the improvement in global economy, the 75
th
percentile rents for
multiple-user warehouse bottomed out in Q3 2009 and improved by 4% QOQ to SGD18.87 per
sq m per month in Q4 2009 (Figure 5.6).
Figure 5.6: 75
th
Percentile Rents for Multiple-user Warehouse
0
5
10
15
20
25
Q
1

2
0
0
0
Q
2

2
0
0
0
Q
3

2
0
0
0
Q
4

2
0
0
0
Q
1

2
0
0
1
Q
2

2
0
0
1
Q
3

2
0
0
1
Q
4

2
0
0
1
Q
1

2
0
0
2
Q
2

2
0
0
2
Q
3

2
0
0
2
Q
4

2
0
0
2
Q
1

2
0
0
3
Q
2

2
0
0
3
Q
3

2
0
0
3
Q
4

2
0
0
3
Q
1

2
0
0
4
Q
2

2
0
0
4
Q
3

2
0
0
4
Q
4

2
0
0
4
Q
1

2
0
0
5
Q
2

2
0
0
5
Q
3

2
0
0
5
Q
4

2
0
0
5
Q
1

2
0
0
6
Q
2

2
0
0
6
Q
3

2
0
0
6
Q
4

2
0
0
6
Q
1

2
0
0
7
Q
2

2
0
0
7
Q
3

2
0
0
7
Q
4

2
0
0
7
Q
1

2
0
0
8
Q
2

2
0
0
8
Q
3

2
0
0
8
Q
4

2
0
0
8
Q
1

2
0
0
9
Q
2

2
0
0
9
Q
3

2
0
0
9
Q
4

2
0
0
9
SGD per sq m pm
Source: URA, DTZ Consulting, February 2010
There is limited recent rental evidence for ramp-up warehouses given their limited supply and
higher occupancy. According to market sources, a ramp-up warehouse (GFA: 48,615 sq m) in the
Penjuru area achieved an initial rental of SGD11.84 per sq m of GFA per month on a triple net
basis in mid 2008. In addition, the average monthly gross rent of ramp-up warehouses in ALPS is
in the region of SGD18.30 per sq m to SGD19.38 per sq m.
32
Refers to rents contracted in the corresponding period based on gross rent per month including service charge, excluding Goods
and Services Tax (GST).
F-41
Independent Review of the Logistics Property Market Page 37
5.7 Price Trend
The median price of multiple-user warehouse space has been relatively stagnant between Q2
2004 and 2007. Median prices grew from 2007 and peaked in Q3 2008 at SGD5,426 per sq m.
The weak global economy pressured prices downwards to SGD4,107 per sq m in Q3 2009,
reflecting 32% decline YOY and were in line with 2004 prices (post SARS). With the global
economy improving, median prices for multiple-user warehouse space bottomed out in Q3 2009.
It has increased by 5% QOQ to SGD4,323 per sq m in Q4 2009 (Figure 5.7).
Figure 5.7: Median Prices for Multiple-user Warehouse Space
33
0
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Source: URA, DTZ Consulting, February 2010
5.8 Investment Sales
The emergence of REITs, e.g. Ascendas REIT (A-REIT) in 2002, Mapletree Logistics Trust (MLT)
in 2005, Cambridge industrial Trust (CIT) in 2006 and Macarthurcook Industrial REIT (MI-REIT) in
2007 has stimulated the investment market. REITs were also aggressive in the acquisition of
logistics and warehouse facilities, supported by Singapores effort to position itself as a logistics
hub. A large number of warehouses were transacted in recent years, backed by inclination
towards asset-light strategies by logistics companies and the robust economy before the global
economic downturn.
Many of these transactions involve sale-and-leaseback, where the asset was acquired and leased
back to the vendor for a period of time, sometimes with an option to renew the lease. The lease
term for sale-and-leaseback usually range from five to 15 years, allowing locking-in of earnings
with its long lease term. Some of the sale-and-leaseback transactions e.g. Logistics 21 and
Sembawang Kimstrans Logistics Centre had annual step-up rental clauses for higher income
upside. The initial yield for industrial properties is usually in the range of 7% to 9%. In 2007, the
sale of Ossia Building and KTL Distribution Centre to MI-REIT reflected initial yields of 7.1% and
7.3% respectively. In 2008, two ramp-up warehouses - Richland Business Centre and CWT
Logistics Hub 2 were transacted and reflected initial yields of 6.5% and 6.0% respectively.
The latest acquisition of 7 Penjuru Close, a 6-storey ramp-up warehouse, by MLT involved MLT
entering a sale-and-lease back agreement with CH Cogent Logistics Pte Ltd with initial term of 7
years with a rental escalation of 2% p.a. from the second year onwards, with an option to extend
for another three years thereafter, for another four years.
Table 5.12 summarises some of the logistics and warehouse transactions in the last three years.
Ramp-up warehouses that were recently transacted include 7 Penjuru Close, CWT Logistics Hub
2, Richland Business Centre, Goldin Logistics Hub, Logistics 21, Sembawang Kimtrans Logistics
Centre and Senkee Logistics Hub.
33
Data for Q4 2001 is not available from URA. Data of median prices are based on caveats lodged.
F-42
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F-43
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F-44
Independent Review of the Logistics Property Market Page 40
5.9 Potential Supply
36
An average 160,930 sq m of private warehouse space was completed annually in the past
decade. There was a surge in new warehouse supply in the past three years due to significant
completions of warehouse space from CWT Limited and C&P Holdings e.g. CWT Logistics Hub 2
and a subject property, CWT Commodity Hub Phase 1 which were completed in 2008 as well as
CWT Logistics Hub 1 in 2007.
About 342,900 sq m of new warehouse space was completed in 2009. Major completions
included the extensions of CWT Commodity Hub (GFA 106,100 sq m) and C&P Hub 3 (GFA
67,230 sq m).
Another 383,400 sq m of warehouses is scheduled to complete between 2010 and 2013. The
expected completion of a warehouse development at Tanjong Penjuru by CWT Logistics Hub 3
and a warehouse at Mandai Estate by Mandai Properties contributes to a relatively high potential
supply in 2011. Notwithstanding, the average annual new supply of warehouse from 2010 and
2013 (95,851 sq m) is less than the historical average (160,930 sq m) in the past decade (Figure
5.8).
Figure 5.8: Annual New Supply of Private Warehouse Space
37
(NLA)
92,301
77,701
51,200
83,497
64,901
120,800
170,700
298,400
306,900
342,900
137,376
112,780
118,620
14,629
0
50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 E 2011 E 2012 E 2013 E
NLA (sq m)
10-year historical average: 160,930 sq m
Source: URA, DTZ Consulting, February 2010
According to URA, there is only one warehouse/ storage facility by Toll Offshore Petroleum
Services that is expected to be completed in Changi/ Loyang in the next four years. In addition,
Coolport @ Changi (about 8,000 sq m) is expected to complete in 2010. No new supply is
currently expected in Changi International LogisPark (South) where two of the subject properties,
C&P Changi Districentre and C&P Changi Districentre 2, are located.
Potential completions near the subject properties in the Jurong Industrial Estate include a
warehouse by C Steinweg Warehousing (FE) at Jurong Port Road and a warehouse by Yang Kee
Holdings at Jurong Pier Road (Table 5.13).
36
Potential supply is expressed in NLA unless otherwise stated.
37
Historical supply from URA includes all new erections as well as extensions and additions/alterations projects with GFA of 7,000
sq m and above. Potential supply is estimated by DTZ.
F-45
Independent Review of the Logistics Property Market Page 41
Table 5.13: Major Potential Supply of Warehouse Space (Private Sector)
Development Location
Estimated GFA
(sq m)
2010
Ban Joo & Co Ltd Sixth Lok Yang Road 12,910
Storhub Self Storage Pte Ltd Simei Avenue/Tampines St 92 27,680
C Steinweg Warehousing (F E) Pte Ltd Jurong Port Road 14,780
GKE Warehousing & Logistics Pte Ltd Pioneer Road 26,110
Edgen Murray Pte Ltd Tuas South Street 5/Tuas South Avenue 5 16,160
Charles & Keith Holding Pte Ltd Tai Seng Link 15,750
Bok Seng Logistics Pte Ltd Tuas Avenue 3 12,720
Home-Fix D.I.Y. Pte Ltd Tai Seng Avenue 11,200
Hoe Leong Corporation Pte Ltd Clementi Loop 7,880
Store + Deliver + Logistics Pte Ltd Gul Avenue 7,640
Single-user industrial development Tampines Industrial Avenue 5 6,910
2011
CWT Logistics Hub 3 Penjuru 77,500
Single-user industrial development Mandai Estate 31,060
Container Connections Pte Ltd Tuas View Circuit 8,200
Jotun (Singapore) Pte Ltd Tuas View Crescent 7,000
3 Link Development Pte Ltd Ubi Avenue 4/Ubi Road 2 3,990
Industrial Development Woodlands Industrial Park E5 2,410
Trivex Playfair Road 980
2012
Yang Kee Holdings Pte Ltd Jurong Pier Road 83,850
Mandai Properties Pte Ltd Mandai Estate 46,790
Sim Lian (Ubi) Pte Ltd Ubi Avenue 4 7,290
2013
Toll Offshore Petroleum Services Pte Ltd Loyang Crescent 17,010
Source: URA, DTZ Consulting, February 2010
Despite the economic downturn, there are only two warehouses which were delayed: a
warehouse development by Yang Kee Holding at Jurong Pier Road was delayed from 2011 to
2012 while warehouse retail development at Jurong East was suspended in March 2009.
There is only one public warehouse project (GFA: 7,850 sq m) in the pipeline at Jurong Island
Highway. The proposed warehouse is developed by JTC and estimated to complete in 2011. The
islandwide public and private warehouse stock is estimated to reach about 7.1 million sq m (NLA)
by 2011, 4% up from Q4 2009. Majority of the potential supply is for owner occupation.
There are only two known ramp-up warehouses in the pipeline, i.e. CWT Logistics Hub 3 (GFA:
77,500 sq m) in 2011 and a warehouse by Yang Kee Holdings (GFA: 83,850 sq m) in 2012.
Potential supply for ramp-up warehouse is relatively spread out since these developments are
scheduled to complete in different years.
The warehouse stock (private and public sector) in the past 10 years reflected a CAGR of 2.8%
38
.
Based on the known warehouse supply in the pipeline, the CAGR between 2010 and 2013 is
expected to decline to 0.9%. Meanwhile, the CAGR between 2007 and 2011 was 3.3%.
38
CAGR is calculated based on net supply which takes into account demolition of existing buildings or change of use.
F-46
Independent Review of the Logistics Property Market Page 42
5.10 Market Outlook
The warehouse market is expected to remain soft in the short term with relatively weak global
demand and uneven economic recovery. However, potential warehouse supply from 2010 to
2013 is expected to be lower than the average supply over the past decade.
Notwithstanding, the warehouse property market is anticipated to remain relatively positive in the
medium term with healthy demand from logistics players. Singapore continues to strengthen as a
premier logistics hub, attracting logistics companies to set up or expand their operations in
Singapore. Besides entry of new logistics players, many existing logistics companies have
expansion plans, supporting demand for warehouse and logistics space in the medium to long
term. Recovery of the manufacturing sector and strong competitiveness of Singapore as a
logistics nerve centre will support growth of the warehouse property market.
The warehouse segment is stabalising. With the economy slowly recovering, the 75
th
percentile
warehouse rent began to improve by end 2009. Partly affected by the new supply in 2009, the
75
th
percentile warehouse rents declined by 6% YOY in end 2009. Although the government
remains cautious with the economic situation, MTI upgraded their GDP forecast for 2010 to 3 -
5%. In view of this, rents in the 75
th
percentile for island-wide warehouse space is projected to
remain unchanged in 2010 and improve by 5% in 2011 (Table 5.14).
Table 5.14: Projected 75
th
Percentile Rents for Island-wide Warehouse Space
End of Period
75
th
Percentile Rents
(SGD per sq m pm)
39 YOY % Change
2008 20.12 +25%
2009 18.87 -6%
2010 F 18.87 0%
2011 F 19.81 +5%
Source: DTZ Consulting, February 2010
Ramp-up warehouses are generally more resilient, given their ability to achieve higher demand
and rents for units on the upper storeys unlike conventional cargo lift operated multi-storey
warehouses. As a result, rents for ramp-up warehouses are likely to recover faster than
conventional multi-storey warehouses when the economy improves and vice versa, be less
adversely impacted during economic downturns. The subject properties, which are high quality
and well located in established warehouse and logistics clusters, are expected to perform better
than conventional multi-storey warehouses.
39
Rental numbers are based on year-end figures which may be relatively higher due to seasonal demand.
F-47
Independent Review of the Logistics Property Market Page 43
6. Review of Cache Logistics Trusts Property Portfolio
6.1 Introduction
The portfolio consists of six properties with an aggregate GFA of 358,304 sq m of warehouse and
ancillary office space, dedicated for warehouse and logistics uses. The subject properties are
located in the key logistics clusters in Singapore, near major transport nodes, i.e. the air and sea
ports. Two of the properties are in Jurong Industrial Estate, two in ALPS and two in Changi
International LogisPark (South) (Map 6.1 & Table 6.1).
Map 6.1: Location of Subject Properties
Property Portfolio
1. CWT Commodity Hub
2. CWT Cold Hub
3. Schenker Megahub
4. Hi-Speed Logistics Centre
5. C&P Changi Districentre
6. C&P Changi Districentre 2
1
5
6
2
4 3
Source: DTZ Consulting, February 2010
Jurong Port &
Jurong Fishery Port
Changi
Airport
PSA Singapore
Terminals
F-48
Independent Review of the Logistics Property Market Page 44
Table 6.1: Subject Properties
Property Location Land Tenure
Land Area
(sq m)
Gross Floor
Area
(sq m)
Jurong Industrial Estate
CWT Commodity Hub
24 Penjuru Road 29 years w.e.f 19 Aug 06 85,322.1 213,305.0
CWT Cold Hub
2 Fishery Port Road
30 years w.e.f 20 Dec 05
+ 30 years
23,681.4 31,767.7
Airport Logistics Park of Singapore (ALPS)
Schenker Megahub
51 Alps Avenue
30 years w.e.f 1 Jun 05 +
30 years
20,452.0 40,873.3
Hi-Speed Logistics
Centre
40 Alps Avenue
30 years w.e.f 16 Aug 05
+ 30 years
15,000.0 28,672.3
Changi International LogisPark (South)
C&P Changi Districentre
5 Changi South Lane
30 years w.e.f 16 Aug 05
+ 30 years
13,540.7 33,842.6
C&P Changi Districentre
2
3 Changi South Street 3
30 years w.e.f 16 Feb 96
+ 30 years
6,109.5 9,842.6
Source: ARA-CWT Trust Management (Cache) Limited, DTZ Consulting, February 2010
F-49
Independent Review of the Logistics Property Market Page 45
6.2 Properties in Jurong Industrial Estate
The two mega logistics and warehousing facilities, CWT Commodity Hub and CWT Cold Hub,
enjoy strategic locations, making them ideal for warehouse and logistics uses.
Located in the Penjuru and Jurong Fishery Port (JFP) areas of Jurong Industrial Estate in the
western part of Singapore (Map 6.2), CWT Commodity Hub and CWT Cold Hub enjoy prime
locations in the established warehousing zone in the eastern side of Jurong Industrial Estate and
are highly accessible to Ayer Rajah Expressway (AYE) and West Coast Highway. Close proximity
to the Jurong Port, JFP and PSA Singapore Terminals allow quick and efficient movement of
goods in and out of Singapore. The two subject properties are also situated close to residential
estates in Jurong which provide ready access to labour.
The area near Jurong Fishery Port is a food cluster with a concentration of food-related
industries, especially cold stores. Cold stores in the vicinity of CWT Cold Hub include NCS Cold
Store, Alliance Cold Storage and Jurong Marine Cold Storage.
Map 6.2: Jurong Port and Jurong Fishery Port
Source: Jurong Port Pte Ltd, DTZ Consulting, February 2010
6.2.1 CWT Commodity Hub
CWT Commodity Hub (GFA: 213,305 sq m) is the largest warehouse in Singapore and one of the
largest in South-east Asia, spanning over five levels in two adjoining warehouses. The ramp-up
warehouse is sited on a large land area of 85,322.1 sq m. It comprises warehouses with
mezzanine offices and an office annex as well as a 11,150 sq m ancillary container yard
40
to
support value-added activities.
CWT Commodity Hub is operated by the developer, CWT Limited, one of Singapores largest and
fastest growing 3PLs. Operational since April 2008, CWT Commodity Hub is one of the newest
warehouse and logistics facility in the vicinity. Key features of the building are its large floor
plates, providing flexibility for subdivision or horizontal expansion for end-users. CWT Commodity
Hub is an Asia Pacific hub for tea, coffee and other soft commodities. According to CWT, more
than 9,290 sq m of GFA is licensed under London Metal Exchange (LME) as an approved
warehouse.
40
The container yard area of 11,150 sq m (120,000 sq ft) is not included in CWT Commodity Hubs overall GFA.
CWT Cold Hub
CWT Commodity
Hub
Jurong
Fishery
Port
Jurong Port
F-50
Independent Review of the Logistics Property Market Page 46
6.2.2 CWT Cold Hub
CWT Cold Hub (GFA: 31,768 sq m) is a large-scale ramp-up cold store facility with ambient
warehouse and ancillary office. The 2-storey ramp-up cold store was completed in 2007 and is
one of the largest multi-temperature controlled facilities in Singapore. The design of the ambient
warehouse allows flexibility for conversion to cold room facilities for single- or multi-tenancies.
The property is strategically located near JFP, providing it a competitive advantage for the
storage and distribution of frozen goods. Its location at the intersection of Fishery Port Road and
Jalan Buroh allows easy access to AYE and West Coast Highway which facilitates distribution.
The ramp allows large and heavy vehicular access e.g. multiple 40-feet container trucks to travel
up and down the ramp at the same time. The property is designed with special dock shelters to
allow direct loading and unloading into the cold store and achieve an unbroken cold chain access.
It enjoys strong demand and is fully occupied as at 30 Sep 2009.
6.3 Properties in Airport Logistics Park of
Singapore (ALPS)
Two of the subject properties, Schenker Megahub and
Hi-Speed Logistics Centre are located in the Airport
Logistics Park of Singapore (ALPS) (Map 6.3).
Highly accessible to the airport, ALPS enjoys direct
access to Changi International Airport. ALPS is situated
in the eastern tip of Singapore, off Changi Coast Road. It
is accessible via Loyang Avenue or Nicoll Drive. Major
expressways such as East Coast Parkway (ECP) and
Pan-Island Expressway (PIE) are about 5-10 minutes
drive away.
Land at ALPS is limited with only one unallocated land
plot. Due to its strategic location, ALPS hosts some of
worlds most renowned logistics providers. Logistics
companies that are in ALPs include Schenker, Nippon
Express, Expeditors and SDV Logistics.
Compared with other facilities in ALPS, the two subject
properties, completed in 2006 and 2007, are relatively
new.
To cater to the working population in ALPS, there is an amenity centre (3,400 sq m) that houses a
cafeteria, medical clinic and some convenience shops.
6.3.1 Schenker Megahub
Schenker Megahub is a ramp-up logistics and warehouse facility that was completed in 2006. The
property was developed under a third party build-and-lease arrangement. Schenker Megahub
(GFA: 40,873 sq m) is the largest warehouse in ALPS.
The subject property is a 4-storey, purpose-built warehouse with mezzanine offices. The property
is designed with temperature and humidity controlled facilities, including pharmaceutical,
nutritional storage rooms and cold rooms for handling pharmaceutical and healthcare products.
Warehouse space on the first storey is designed with loading bays to handle bulky aerospace
products.
The property is occupied by Schenker Singapore for its headquarters in Asia Pacific. Schenker
Singapore is an integrated logistics service provider that integrates air and sea freight forwarding
into supply chain management. The company was crowned the best pharmaceutical logistics
service provider in Singapore by Frost and Sullivan (2006, 2007 & 2008).
Schenker
Megahub
Hi-Speed Logistics
Centre
Map 6.3: Location of Subject
Properties
Source: JTC, DTZ Consulting, February 2010
F-51
Independent Review of the Logistics Property Market Page 47
6.3.2 Hi-Speed Logistics Centre
Completed in 2007, Hi-Speed Logistics Centre (GFA: 28,672 sq m) is a 7-storey logistics and
warehouse facility with direct ramp access for the first four storeys of the warehouse. The building
features 22 raised dock levellers, four cargo lifts and two passenger lifts to serve the seven storey
office annex.
The subject property is leased to single end-user, Nippon Express, one of the largest contract
logistics player in Asia Pacific. Hi-Speed Logistics Centre is Nippon Expresss headquarter in
Singapore and its third facility in Singapore. The facility provides handling services for imports
and exports under bonded or cleared status. It functions as a Container Freight Station (CFS) for
bonded ocean containers, Unit Load Devices (ULDs) and bonded trucks.
6.4 Properties in Changi International LogisPark (South)
The portfolio has two properties, C&P Changi
Districentre and C&P Changi Districentre 2, which
are located in Changi International LogisPark
(South) (Map 6.4).
Changi International LogisPark is one of the most
established logistics parks in Singapore. The
logistics park is adjacent to Changi Business Park
and near Singapore Changi Airport. It is well-
served by major expressways such as PIE and
ECP.
Key advantage of warehouse and logistics
properties in Changi International LogisPark
(South) is its proximity to the airport, which
facilitates airfreight distribution activities.
6.4.1 C&P Changi Districentre
C&P Changi Districentre is a 6-storey ramp-up
logistics facility (GFA: 33,843 sq m). Warehouses
with mezzanine offices are located on the first five
storeys of the building. The sixth storey, with
exclusive direct vehicular access, is dedicated for office use. The office can also be accessed via
passenger lifts. It is one of the few ramp-up warehouses in Changi International LogisPark
(South).
Each floor enjoys high clearance, minimal column interruption and multiple raised dock loading
facilities with a wide ramp which allows 40-feet vehicle trucks to access the higher levels. The
warehouse is also equipped with 53 covered loading bays with dock-levellers.
TNT is the major end-user in C&P Changi Districentre, occupying over 60% of the building. Other
end-users include DHL, Crocs and Kerry Logistics.
6.4.2 C&P Changi Districentre 2
C&P Changi Districentre 2 is a 3-storey warehouse facility (GFA: 9,843 sq m) in Changi
International LogisPark (South). The property is surrounded by many purpose-built warehouses
and factories that engage in aerospace, airfreight and regional distribution activities.
According to C&P Holdings, over 60% of the warehouse is air-conditioned with cargo lift access.
C&P Changi Districentre 2 enjoys high demand and is fully occupied.
C&P Changi
Districen tre 2
C&P Changi
Districentre
Source: JTC, DTZ Consulting, February 2010
Map 6.4: Location of Subject Properties
F-52
Independent Review of the Logistics Property Market Page 48
6.5 SWOT Analysis
The Strengths, Weaknesses, Opportunities and Threats (SWOT) of the portfolio are summarised
in Tables 6.2.
Table 6.2: SWOT Analysis Strengths and Opportunities
Property Strengths and Opportunities
CWT Commodity
Hub
Proximity to Jurong Port
Easily accessible via AYE and West Coast Highway
Large floor plate allows flexibility of horizontal expansion and sub-division
One of the warehouses globally that is licensed under LME
Direct vehicular access to all warehouse units via ramp for ease of loading and
unloading
CWT Cold Hub Proximity to Jurong Port and Jurong Fishery Port
Strategically located in a food cluster
Easily accessible via AYE and West Coast Highway
Multiple-temperature controlled cold rooms
Direct vehicular access to warehouse units via ramp
Special dock shelters to ensure unbroken cold chain
Schenker Megahub Adjacent to Singapore Changi Airport and Changi Airfreight Centre
Location within FTZ increases operational efficiency, allows cost and time
saving
Direct vehicular access to warehouse units via ramp
Hi-Speed Logistics
Centre
Adjacent to Singapore Changi Airport and Changi Airfreight Centre
Location in FTZ increases operational efficiency, allows cost and time saving
Direct vehicular access to warehouse units via ramp
C&P Changi
Districentre
Proximity to Singapore Changi Airport, Changi Business Park and Singapore
Expo
Easily accessible via PIE and ECP
Direct vehicular access to all warehouse units via ramp
Support demand for the expanding Changi Business Park and industrial
clusters in the east
Limited ramp-up warehouses in Changi International LogisPark (South)
C&P Changi
Districentre 2
Proximity to Singapore Changi Airport, Changi Business Park and Singapore
Expo
Easily accessible via PIE and ECP
Support demand from the expanding Changi Business Park and industrial
clusters in the east
Property Weaknesses and Threats
CWT Commodity
Hub
Increased competition due to new warehouse and logistics developments in
the vicinity
Decentralized location, therefore, longer distance for distribution
Large warehouse units, cater mainly for larger end users
CWT Cold Hub Competition with other existing cold stores in the vicinity
Decentralized location, therefore, longer distance for local distribution
Insecure tenancy for some spaces (10% of total leases are one-month leases)
Schenker Megahub Competition with warehouse and logistics developments in the vicinity
Single-tenanted facility increases risk
Hi-Speed Logistics
Centre
Competition with warehouse and logistics developments in the vicinity
Single-tenanted facility increases risk
C&P Changi
Districentre
Competition with warehouse and logistics developments in the vicinity
C&P Changi
Districentre 2
Competition with warehouse and logistics developments in the vicinity
No direct vehicular access to the warehouse unit
Lower operational efficiency and higher cost incurred with cargo lifts
Source: DTZ Consulting, February 2010
F-53
Independent Review of the Logistics Property Market Page 49
6.6 Competitor Analysis
While the subject properties in the portfolio offer unique facilities and high quality warehouse
spaces to end-users, there remains competition from other major warehouses and cold stores.
Majority of these buildings are located in the west, in the Jurong Port and Penjuru areas (Map
6.5). Tables 6.3 and 6.4 highlight selected major cold stores and multiple-user ramp-up
warehouses that may compete with the subject portfolio.
Table 6.3: Major Cold Stores
Mandai Link
Logistics Cold Store
Location: Mandai Link
GFA: 13,300 sq m
Completion: 2006
Services:
Storage capacity of more than 20,000 MT
Height of about 30 m, equipped with 12,500 pallet location
Services include procuring of frozen meat products, warehousing, storage,
sales and distribution
Suzue-PSA Cold
Storage
Location: Jalan Buroh
GFA: 5,600 sq m
Services:
7,000 tonnes of freezer, chiller and air-conditioned facilities
Dry storage, distribution and transportation
Computerized documentation and investor control
Source: DTZ Consulting, February 2010
Property Portfolio
1. CWT Commodity Hub
2. CWT Cold Hub
3. Schenker Megahub
4. Hi-Speed Logistics Centre
5. C&P Changi Districentre
6. C&P Changi Districentre 2
1
5
6
2
4 3
Other Major Ramp-up Warehouses
and Cold Stores
a. Jurong Logistics Hub
b. C&P Logistics Hub 1
c. C&P Logistics Hub 2
d. Suzue-PSA Cold Storage
e. Pioneer Hub
f. Mandai Link Logistics Cold Store
e
a-d
f
Jurong Port &
Jurong Fishery Port
Changi
Airport
PSA Singapore
Terminals
Source: DTZ Consulting, February 2010
Map 6.5: Subject Portfolio and Other Major Ramp-up Warehouses and Cold Stores
F-54
Independent Review of the Logistics Property Market Page 50
Table 6.4: Major Ramp-up Warehouses
Jurong Logistics
Hub
Location: Jurong Port Road
Estimated GFA: 142,300 sq m
Completion: 2000
Services:
Direct loading and unloading
2-way ramp-up allowing up to 45-feet containers
Floor-to-floor height: 6.2 m 11.5 m
Includes both warehouses and ancillary office
Roof-top parking for trailers
Air-conditioned foodcourt
C&P Logistics Hub 1 Location: Penjuru Lane
Estimated GFA: 138,400 sq m
Completion: 2004
Services:
Direct loading and unloading
Dual lane ramp-up access
C&P Logistics Hub 2 Location: Penjuru Lane
Estimated GFA: 95,800 sq m
Completion: 2007
Services:
Direct loading and unloading
Pioneer Hub Location: Pioneer Walk
Estimated GFA: 91,000 sq m
Completion: 2008
Services:
Direct loading and unloading
Allows up to 45-feet high cube containers
Floor-to-floor height: 1st to 5th storeys: 9 m; 6th storey: 10 12 m
Floor loading: 1st to 5th storeys: 20 KN/ sq m; 6th storey: 30 KN/ sq m
2 passenger lifts and 1 cargo/ service lift
Canteen
Source: DTZ Consulting, February 2010
6.7 Portfolio Analysis
Table 6.5 summarises some of the key considerations in the choice of a warehouse facility.
Location and building specifications are the two key factors. However, the choice in the selection
of a warehouse is also dependent on the type of goods to be stored and duration kept in the
warehouse. Goods that have quick turnaround time for re-import/export are often located in
warehouses close to the air and sea ports, whereas those for domestic consumption are often in
warehouses which are readily accessible to major expressways.
Other considerations in warehouse selection such as availability of labour and value-added
services by warehouse operators also affect the competitiveness of the warehouse.
F-55
Independent Review of the Logistics Property Market Page 51
Table 6.5: Key Considerations in Warehouse Selection
Consideration Description
Location Proximity to transportation nodes, e.g. airport, seaport, expressways
Proximity to customers/ suppliers
Free Trade Zones
Nature of
Product
Type and size of products
Temperature or other specific storage requirements
Storage
Characteristics
Purpose of storage, i.e. transshipment or local distribution
Turnaround time/ length of stay in warehouse
Building
Specification
Net usable area
Floor-to-floor height
Column spacing
Floor loading
Accessibility to warehouse, e.g. ramp or cargo lifts
Loading and unloading facilities, e.g. dock levellers
Ventilation of warehouse
Temperature control
Utilities, e.g. electricity and fire protection
Floor insulation
Ease of internal circulation, e.g. width of traffic lanes/ ramp
Others Rental rates
Maintenance/ operational cost
Availability or provision of handling equipment
Security
Fire protection and fire-fighting system
Value-added services
Availability of labour pool
Source: DTZ Consulting, February 2010
Quality building specifications
The subject properties generally display quality building specifications. For example, CWT
Commodity Hub has a large floor plate that allows better storage capacity and space planning
e.g. horizontal space expansion.
Ramp-up warehouse is the key feature of the subject properties. Ramp-up warehouses in the
subject portfolio have wide vehicular accessible ramps, which allow goods to be loaded and
unloaded directly at the warehouse unit. Ramp-up warehouses in the portfolio can
accommodate large 40-feet containers and are wide enough for multiple-vehicular access up
and down the ramp at the same time to reduce cost and improve efficiency.
Established end-users
The subject properties are leased to world-renowned and established logistics players, e.g.
DHL, Nippon Express, TNT and Schenker that serve many MNCs and international brands.
Diverse trade sectors of tenants
End-users of the subject properties engage in logistics and warehousing business for
companies that are in different trade sectors, including industrial and consumer goods,
commodities and chemical, food and cold storage and aerospace. This helps diversify
business risk.
Overall, the subject portfolio has best-in-class logistics properties with a large market share of
quality ramp-up warehouses in Singapore. The properties in the subject portfolio are strategically
located with high building specifications and leased to established end users. This will mitigate
risks and ensure that the portfolio will outperform the general warehousing market.
F-56
Limiting Conditions
Where it is stated in the report that information has been supplied to us in the preparation of this report by the
sources listed, this information is believed to be reliable and we will accept no responsibility if this should be
otherwise. All other information stated without being attributed directly to another party is obtained from our
searches of records, examination of documents or enquiries with relevant government authorities.
The forward statements in this report are based on our expectations and forecasts for the future. These
statements should be regarded as our assessment of the future, based on certain assumptions on variables
which are subject to changing conditions. Changes in any of these variables may significantly affect our
forecasts.
Utmost care and due diligence has been taken in the preparation of this report. We believe that the contents
are accurate and our professional opinion and advice are based on prevailing market conditions as at the
date of the report. As market conditions do change, we reserve the right to update our opinion and forecasts
based on the latest market conditions.
DTZ gives no assurance that the forecasts and forward statements in this report will be achieved and undue
reliance should not be placed on them.
DTZ Debenham Tie Leung (SEA) Pte Ltd or persons involved in the preparation of this report disclaims all
responsibility and will accept no liability to any other party. Neither the whole nor any part, nor reference
thereto may be published in any document, statement or circular, nor in any communications with third
parties, without our prior written consent of the form or context in which it will appear.
F-57
DTZ Debenham Tie Leung (SEA) Pte Ltd 100 Beach Road #35-00 Shaw Tower Singapore 189702
Tel (65) 6293 3228 Fax (65) 6298 9328/6292 1633 [Link]/sg
DTZ has over 12,500 staff operating from 140 offices in 45 countries.
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APPENDIX G
TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND
ACCEPTANCE OF THE UNITS IN SINGAPORE
Applications are invited for the subscription of the Units at the Offering Price of S$0.88 per Unit on the
terms and conditions set out below and in the relevant Application Forms or, as the case may be, the
Electronic Applications (as defined below).
Investors applying for the Units in the Offering by way of Application Forms or Electronic Applications
are required to pay in Singapore dollars the Offering Price of S$0.88 per Unit, subject to a refund of the
full amount or, as the case may be, the balance of the applications monies (in each case without
interest or any share of revenue or other benefit arising therefrom) where (i) an application is rejected
or accepted in part only, or (ii) if the Offering does not proceed for any reason.
(1) Your application must be made in lots of 1,000 Units or integral multiples thereof. Your
application for any other number of Units will be rejected.
(2) You may apply for the Units only during the period commencing at 09.00 a.m. on 2 April 2010 and
expiring at 12.00 p.m. on 8 April 2010. The Offering period may be extended or shortened to such
date and/or time as the Manager may agree with the Joint Global Coordinators, Bookrunners and
Underwriters, subject to all applicable laws and regulations and the rules of the SGX-ST.
(3) (a) Your application for the Units offered in the Public Offer (the Public Offer Units), other
than the Reserved Units may be made by way of the printed WHITE Public Offer Units
Application Forms or by way of Automated teller machine (ATM) belonging to the
Participating Banks (ATM Electronic Applications) or the Internet Banking (IB) website
of the relevant Participating Banks (Internet Electronic Applications, which, together
with ATM Electronic Applications, shall be referred to as Electronic Applications).
(b) Your application for the Units offered in the Placement Tranche (the Placement Units) may
be made by way of the printed BLUE Placement Units Application Forms (or in such other
manner as the Joint Global Coordinators, Bookrunners and Underwriters may in their
absolute discretion deem appropriate).
(c) Your application for the Reserved Units may only be made by way of the printed PINK
Reserved Units Application Forms.
(4) You may use up to 35.0 per cent. of your CPF Investible Savings (CPF Funds) to apply
for the Units under the Public Offer (excluding the Reserve Tranche). Approval has been
obtained from the Central Provident Fund Board (CPF Board) for the use of such CPF Funds
pursuant to the Central Provident Fund (Investment Schemes) Regulations, as may be amended
from time to time, for the subscription of the Units. You may also use up to 35.0 per cent. of your
CPF Funds for the purchase of the Units in the secondary market.
(5) If you are using CPF Funds to apply for the Units, you must have a CPF Investment Account
maintained with the relevant Participating Bank. You do not need to instruct the CPF Board to
transfer CPF Funds from your CPF Ordinary Account to your CPF Investment Account.
The use of CPF Funds to apply for the Units is further subject to the terms and conditions set out
in the section on Terms and Conditions for Use of CPF Funds on page G-20.
(6) Only one application may be made for the benefit of one person for the Public Offer Units
in his own name. Multiple applications for the Public Offer Units will be rejected, except in
G-1
the case of applications by approved nominee companies where each application is made
on behalf of a different beneficiary.
You may not submit multiple applications for the Public Offer Units via the Public Offer
Units Application Form, or Electronic Applications. A person who is submitting an
application for the Public Offer Units by way of the Public Offer Units Application Form may
not submit another application for the Public Offer Units by way of Electronic Applications
and vice versa.
A person, other than an approved nominee company, who is submitting an application for
the Public Offer Units in his own name should not submit any other applications for the
Public Offer Units, whether on a printed Application Form or through an ATM Electronic
Application or Internet Electronic Application, for any other person. Such separate
applications will be deemed to be multiple applications and shall be rejected.
Joint or multiple applications for the Public Offer Units shall be rejected. Persons
submitting or procuring submissions of multiple applications for the Public Offer Units
may be deemed to have committed an offence under the Penal Code, Chapter 224 of
Singapore and the Securities and Futures Act, and such applications may be referred to
the relevant authorities for investigation. Multiple applications or those appearing to be or
suspected of being multiple applications (other than as provided herein) will be liable to be
rejected at our discretion.
(7) Multiple applications may be made in the case of applications by any person for (i) the
Placement Units only (via Placement Units Application Forms or such other form of
application as the Joint Global Coordinators, Bookrunners and Underwriters may in their
absolute discretion deem appropriate) or (ii) the Placement Units together with a single
application for the Public Offer Units.
Multiple applications may also be made by any person entitled to apply for the Reserved Units,
in respect of a single application for the Reserved Units and (i) a single application for the Offer
Units, or (ii) a single or multiple application(s) for the Placement Units (whether via the Placement
Units Application Forms (or in such other manner as the Joint Global Coordinators, Bookrunners
and Underwriters may in their absolute discretion deem appropriate) or (iii) both (i) and (ii).
(8) Applications from any person under the age of 18 years, undischarged bankrupts, sole
proprietorships, partnerships, chops or non-corporate bodies, joint Securities Account holders of
CDP will be rejected.
(9) Applications from any person whose addresses (furnished in their printed Application Forms or, in
the case of Electronic Applications, contained in the records of the relevant Participating Bank, as
the case may be) bear post office box numbers will be rejected. No person acting or purporting
to act on behalf of a deceased person is allowed to apply under the Securities Account with CDP
in the deceaseds name at the time of the application.
(10) The existence of a trust will not be recognised. Any application by a trustee or trustees must be
made in his/her or their own name(s) and without qualification or, where the application is made
by way of a printed Application Form by a nominee, in the name(s) of an approved nominee
company or approved nominee companies after complying with paragraph 11 below.
(11) Nominee applications may only be made by approved nominee companies. Approved
nominee companies are defined as banks, merchant banks, finance companies, insurance
companies, licensed securities dealers in Singapore and nominee companies controlled by them.
Applications made by nominees other than approved nominee companies will be rejected.
G-2
(12) If you are not an approved nominee company, you must maintain a Securities Account with
CDP in your own name at the time of your application. If you do not have an existing Securities
Account with the CDP in your own name at the time of application, your application will be rejected
(if you apply by way of an Application Form) or you will not be able to complete your application
(if you apply by way of an Electronic Application). If you have an existing Securities Account with
CDP but fail to provide your CDP Securities Account number or provide an incorrect CDP
Securities Account number in your Application Form or in your Electronic Application, as the case
may be, your application is liable to be rejected.
(13) Subject to paragraph 14 below, your application is liable to be rejected if your particulars such as
name, National Registration Identity Card (NRIC) or passport number or company registration
number, nationality and permanent residence status, and CDP Securities Account number
provided in your Application Form, or in the case of an Electronic Application, contained in the
records of the relevant Participating Bank at the time of your Electronic Application, as the case
may be, differ from those particulars in your Securities Account as maintained by CDP. If you have
more than one individual direct Securities Account with the CDP, your application shall be
rejected.
(14) If your address as stated in the Application Form or, in the case of an Electronic
Application, contained in the records of the relevant Participating Bank, as the case may
be, is different from the address registered with CDP, you must inform CDP of your updated
address promptly, failing which the notification letter on successful allocation from CDP
will be sent to your address last registered with CDP.
(15) This Prospectus and its accompanying Application Forms have not been registered in any
jurisdiction other than in Singapore. The distribution of this Prospectus and its accompanying
Application Forms may be prohibited or restricted (either absolutely or unless various securities
requirements, whether legal or administrative, are complied with) in certain jurisdictions under the
relevant securities laws of those jurisdictions. Without limiting the generality of the foregoing,
neither this Prospectus (including its Application Forms) nor any copy thereof may be taken,
transmitted, published or distributed, whether directly or indirectly, in whole or in part in or into the
United States or any other jurisdiction (other than Singapore) and they do not constitute an offer
of securities for sale into the United States or any jurisdiction in which such offer is not authorised
or to any person to whom it is unlawful to make such an offer. The Units have not been and will
not be registered under the Securities Act and, subject to certain exceptions, may not be offered
or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S). The Units are being offered and sold outside the United States to non-U.S. persons
(including institutional and other investors in Singapore) in reliance on Regulation S. There will be
no public offer of Units in the United States. Any failure to comply with this restriction may
constitute a violation of securities laws in the United States and in other jurisdictions.
The Manager reserves the right to reject any application for Units where the Manager
believes or has reason to believe that such applications may violate the securities laws or
any applicable legal or regulatory requirements of any jurisdiction.
No person in any jurisdiction outside Singapore receiving this Prospectus or its accompanying
documents (including the Application Form) may treat the same as an offer or invitation to
subscribe for any Units unless such an offer or invitation could lawfully be made without
compliance with any regulatory or legal requirements in those jurisdictions.
G-3
(16) The Manager reserves the right to reject any application which does not conform strictly to the
instructions or with the terms and conditions set out in this Prospectus (including the instructions
set out in the accompanying Application Forms, in the ATMs and IB websites of the relevant
Participating Banks) or, in the case of an application by way of an Application Form, the contents
of which is illegible, incomplete, incorrectly completed or which is accompanied by an improperly
drawn up or improper form of remittance.
(17) The Manager further reserves the right to treat as valid any applications not completed or
submitted or effected in all respects in accordance with the instructions and terms and conditions
set out in this Prospectus (including the instructions set out in the accompanying Application
Forms and in the ATMs and IB websites of the relevant Participating Banks), and also to present
for payment or other processes all remittances at any time after receipt and to have full access
to all information relating to, or deriving from, such remittances or the processing thereof.
Without prejudice to the rights of the Manager, each of the Joint Global Coordinators,
Bookrunners and Underwriters, as agent of the Manager, has been authorised to accept, for and
on behalf of the Manager, such other forms of application as the Joint Global Coordinators,
Bookrunners and Underwriters may, in consultation with the Manager, deem appropriate.
(18) The Manager reserves the right to reject or to accept, in whole or in part, or to scale down or to
ballot, any application, without assigning any reason therefor, and none of the Manager and the
Joint Global Coordinators, Bookrunners and Underwriters will entertain any enquiry and/or
correspondence on the decision of the Manager. This right applies to applications made by way
of Application Forms and by way of Electronic Applications and by such other forms of application
as the Joint Global Coordinators, Bookrunners and Underwriters may, in consultation with the
Manager, deem appropriate. In deciding the basis of allocation, the Manager, in consultation with
the Joint Global Coordinators, Bookrunners and Underwriters, will give due consideration to the
desirability of allocating the Units to a reasonable number of applicants with a view to establishing
an adequate market for the Units.
(19) In the event that the Manager lodges a supplementary or replacement prospectus (Relevant
Document) pursuant to the Securities and Futures Act or any applicable legislation in force from
time to time prior to the close of the Offering, and the Units have not been issued, the Manager
will (as required by law) at the Managers sole and absolute discretion either:
(a) within two days (excluding any Saturday, Sunday or public holiday) from the date of the
lodgement of the Relevant Document, give you notice in writing of how to obtain, or arrange
to receive, a copy of the same and provide you with an option to withdraw your application
and take all reasonable steps to make available within a reasonable period the Relevant
Document to you if you have indicated that you wish to obtain, or have arranged to receive,
a copy of the Relevant Document; or
(b) within seven days of the lodgement of the Relevant Document, give you a copy of the
Relevant Document and provide you with an option to withdraw your application; or
(c) deem your application as withdrawn and cancelled and refund your application monies
(without interest or any share of revenue or other benefit arising therefrom) to you within
seven days from the lodgement of the Relevant Document.
Any applicant who wishes to exercise his option under paragraphs 19(a) and (b) above to
withdraw his application shall, within 14 days from the date of lodgement of the Relevant
Document, notify us whereupon the Manager shall, within seven days from the receipt of
such notification, return all monies in respect of such application (without interest or any
share of revenue or other benefit arising therefrom).
G-4
In the event that the Units have already been issued at the time of the lodgement of the
Relevant Document but trading has not commenced, the Manager will (as required by law)
either:
(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of the
lodgement of the Relevant Document, give you notice in writing of how to obtain, or
arrange to receive, a copy of the same and provide you with an option to return to the
Manager the Units which you do not wish to retain title in and take all reasonable steps
to make available within a reasonable period the Relevant Document to you if you have
indicated that you wish to obtain, or have arranged to receive, a copy of the Relevant
Document; or
(ii) within seven days from the lodgement of the Relevant Document, give you a copy of
the Relevant Document and provide you with an option to return the Units which you
do not wish to retain title in; or
(iii) deem the issue as void and refund your payment for the Units (without interest or any
share of revenue or other benefit arising therefrom) within seven days from the
lodgement of the Relevant Document.
Any applicant who wishes to exercise his option under paragraphs 19(c)(i) and (ii) above to return
the Units issued to him shall, within 14 days from the date of lodgment of the Relevant Document,
notify us of this and return all documents, if any, purporting to be evidence of title of those Units,
whereupon the Manager shall, within seven days from the receipt of such notification and
documents, pay to him all monies paid by him for the Units without interest or any share of
revenue or other benefit arising therefrom and at his own risk, and the Units issued to him shall
be deemed to be void.
Additional terms and instructions applicable upon the lodgement of the Relevant Document,
including instructions on how you can exercise the option to withdraw, may be found in such
Relevant Document.
(20) The Units may be reallocated between the Placement Tranche and the Public Offer for any
reason, including in the event of excess applications in one and a deficit of applications in the
other at the discretion of the Joint Global Coordinators, Bookrunners and Underwriters, in
consultation with the Manager.
There will not be any physical security certificates representing the Units. It is expected that CDP
will send to you, at your own risk, within 15 Market Days after the close of the Offering, and subject
to the submission of valid applications and payment for the Units, a statement of account stating
that your Securities Account has been credited with the number of Units allocated to you. This will
be the only acknowledgement of application monies received and is not an acknowledgement by
the Manager. You irrevocably authorise CDP to complete and sign on your behalf as transferee
or renouncee any instrument of transfer and/or other documents required for the issue or transfer
of the Units allocated to you. This authorisation applies to applications made both by way of
Application Forms and by way of Electronic Applications.
(21) You irrevocably authorise CDP to disclose the outcome of your application, including the number
of Units allocated to you pursuant to your application, to the Manager, the Joint Global
Coordinators, Bookrunners and Underwriters and any other parties so authorised by CDP, the
Manager and/or the Joint Global Coordinators, Bookrunners and Underwriters.
(22) Any reference to you or the Applicant in this section shall include an individual, a corporation,
an approved nominee company and trustee applying for the Units by way of an Application Form
or by way of Electronic Application or by such other manner as the Joint Global Coordinators,
Bookrunners and Underwriters may, in their absolute discretion, deem appropriate.
G-5
(23) By completing and delivering an Application Form and, in the case of an ATM Electronic
Application, by pressing the Enter or OK or Confirm or Yes key or any other relevant key on
the ATM or, in the case of an Internet Electronic Application, by clicking Submit or Continue or
Yes or Confirm or any other button on the IB website screen in accordance with the provisions
herein, you:
(a) irrevocably agree and undertake to purchase the number of Units specified in your
application (or such smaller number for which the application is accepted) at the Offering
Price for each Unit and agree that you will accept such number of Units as may be allocated
to you, in each case on the terms of, and subject to the conditions set out in, the Prospectus
and its accompanying Application Forms and the Trust Deed;
(b) agree that, in the event of any inconsistency between the terms and conditions for
application set out in this Prospectus and its accompanying documents (including the
Application Form) and those set out in the IB websites or ATMs of the Participating Banks,
the terms and conditions set out in the Prospectus and its accompanying Application Forms
shall prevail;
(c) in the case of an application by way of a Public Offer Units Application Form or an Electronic
Application, agree that the Offering Price for the Public Offer Units applied for is due and
payable to the Manager upon application;
(d) in the case of an application by way of a Placement Units Application Form or such other
forms of application as the Joint Global Coordinators, Bookrunners and Underwriters may in
their absolute discretion deem appropriate, agree that the Offering Price for the Placement
Units applied for is due and payable to the Manager upon application;
(e) warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such information,
representations and declarations will be relied on by the Manager in determining whether to
accept your application and/or whether to allocate any Units to you; and
(f) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of the Manager nor any of
the Joint Global Coordinators, Bookrunners and Underwriters will infringe any such laws as
a result of the acceptance of your application.
(24) Acceptance of applications will be conditional upon, inter alia, the Manager being satisfied that:
(a) permission has been granted by the SGX-ST to deal in and for the quotation of (i) all Units
comprised in the Offering, (ii) the Consideration Units, (iii) the ARA Units, (iv) the
Cornerstone Units and (v) all the Units which will be issued to the Manager from time to time
in full or part payment of the Managers management fees on the Main Board of the SGX-ST;
(b) the Underwriting Agreement, referred to in the section on Plan of Distribution in this
Prospectus, has become unconditional and has not been terminated; and
(c) the Authority has not served a stop order which directs that no or no further Units to which
this Prospectus relates be allotted or issued (Stop Order).
(25) In the event that a Stop Order in respect of the Units is served by the Authority or other competent
authority, and:
(a) the Units have not been issued (as required by law), all applications shall be deemed to be
withdrawn and cancelled and the Manager shall refund the application monies (without
interest or any share of revenue or other benefit arising therefrom) to you within 14 days of
the date of the Stop Order; or
G-6
(b) if the Units have already been issued but trading has not commenced, the issue will (as
required by law) be deemed void and the Manager shall refund your payment for the Units
(without interest or any share of revenue or other benefit arising therefrom) to you within 14
days from the date of the Stop Order.
This shall not apply where only an interim Stop Order has been served.
(26) In the event that an interim Stop Order in respect of the Units is served by the Authority or other
competent authority, no Units shall be issued to you until the Authority revokes the interim Stop
Order. The Authority is not able to serve a Stop Order in respect of the Units if the Units have been
issued and listed on SGX-ST and trading in them has commenced.
(27) Additional terms and conditions for applications by way of Application Forms are set out in the
section below entitled Additional Terms and Conditions for Applications for Offer Units using
Printed Application Forms on pages G-7 to G-10 of this Prospectus.
(28) Additional terms and conditions for applications by way of Electronic Applications are set out in the
section below entitled Additional Terms and Conditions for Electronic Applications on pages
G-12 to G-17 of this Prospectus.
(29) All payments in respect of any application for Units, and all refunds where (a) an application is
rejected or accepted in part only, or (b) the Offering does not proceed for any reason, shall be
made in Singapore dollars.
(30) All payments in respect of any application for Placement Units, and all refunds where (a) an
application is rejected or accepted in part only, or (b) the Offering does not proceed for any
reason, shall be made in Singapore dollars.
(31) All payments in respect of any application for Reserved Units, and all refunds where (a) an
application is rejected or accepted in part only, or (b) the Offering does not proceed for any
reason, shall be made in Singapore dollars.
(32) No application will be held in reserve.
(33) This Prospectus is dated 1 April 2010. No Units shall be allotted or allocated on the basis of this
Prospectus later than 12 months after the date of this Prospectus.
Additional Terms and Conditions for Applications for Offer Units using Printed Application
Forms
Applications by way of an Application Form shall be made on, and subject to the terms and conditions
of this Prospectus, including but not limited to the terms and conditions set out below, as well as those
set out under the section entitled Terms, Conditions and Procedures for Application for and
Acceptance of the Units in Singapore on pages G-1 and G-21 of this Prospectus and the Trust Deed.
(1) Applications for the Public Offer Units must be made using the printed WHITE Public Offer Units
Application Forms and printed WHITE official envelopes A and B, accompanying and forming
part of this Prospectus.
Applications for the Placement Units must be made using the printed BLUE Placement Units
Application Forms (or in such manner as the Underwriters may in their absolute discretion deem
appropriate), accompanying and forming part of this Prospectus.
Application for the Reserved Units must be made using the printed PINK Reserved Units
Application Forms, accompany and forming part of this Prospectus.
G-7
Without prejudice to the rights of the Manager, the Joint Global Coordinators, Bookrunners and
Underwriters, as agents of the Manager, have been authorised to accept, for and on behalf of the
Manager, such other forms of application, as the Joint Global Coordinators, Bookrunners and
Underwriters may (in consultation with the Manager) deem appropriate.
Your attention is drawn to the detailed instructions contained in the Application Forms and this
Prospectus for the completion of the Application Forms, which must be carefully followed. The
Manager reserves the right to reject applications which do not conform strictly to the
instructions set out in the Application Forms and this Prospectus (or, in the case of
applications for the Placement Units, followed) which are illegible, incomplete, incorrectly
completed or which are accompanied by improperly drawn remittances or improper form
of remittances.
(2) You must complete your Application Forms in English. Please type or write clearly in ink using
BLOCK LETTERS.
(3) You must complete all spaces in your Application Forms except those under the heading FOR
OFFICIAL USE ONLY and you must write the words NOT APPLICABLE or N.A. in any
space that is not applicable.
(4) Individuals, corporations, approved nominee companies and trustees must give their names in
full. If you are an individual, you must make your application using your full name as it appears
on your NRIC (if you have such an identification document) or in your passport and, in the case
of a corporation, in your full name as registered with a competent authority. If you are not an
individual, you must complete the Application Form under the hand of an official who must state
the name and capacity in which he signs the Application Form. If you are a corporation completing
the Application Form, you are required to affix your common seal (if any) in accordance with your
Memorandum and Articles of Association or equivalent constitutive documents of the corporation.
If you are a corporate applicant and your application is successful, a copy of your Memorandum
and Articles of Association or equivalent constitutive documents must be lodged with CLTs Unit
Registrar. The Manager reserves the right to require you to produce documentary proof of
identification for verification purposes.
(5) (a) You must complete Sections A and B and sign page 1 of the Application Form.
(b) You are required to delete either paragraph 6(c) or 6(d) on page 1 of the Application Form.
Where paragraph 6(c) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).
(c) If you fail to make the required declaration in paragraph 6(c) or 6(d), as the case may be, on
page 1 of the Application Form, your application is liable to be rejected.
(6) You (whether an individual or corporate applicant, whether incorporated or unincorporated and
wherever incorporated or constituted) will be required to declare whether you are a citizen or
permanent resident of Singapore or a corporation in which citizens or permanent residents of
Singapore or any body corporate constituted under any statute of Singapore have an interest in
the aggregate of more than 50 per cent. of the issued share capital of or interests in such
corporation. If you are an approved nominee company, you are required to declare whether the
beneficial owner of the Units is a citizen or permanent resident of Singapore or a corporation,
whether incorporated or unincorporated and wherever incorporated or constituted, in which
citizens or permanent residents of Singapore or any body corporate incorporated or constituted
under any statute of Singapore have an interest in the aggregate of more than 50 per cent. of the
issued share capital of or interests in such corporation.
G-8
(7) You may apply and make payment for your application for the Units in Singapore currency in the
following manner:
(a) Cash only You may apply for the Units using only cash. Each application must be
accompanied by a cash remittance in Singapore currency for the full amount payable in
Singapore dollars of the Offering Price of S$0.88 per Unit, in respect of the number of Units
applied for, in the form of a BANKERS DRAFT or CASHIERS ORDER drawn on a bank
in Singapore, made out in favour of CLT UNIT ISSUE ACCOUNT crossed A/C PAYEE
ONLY with your name, CDP Securities Account number and address written clearly on the
reverse side. Applications not accompanied by any payment or accompanied by any other
form of payment will not be accepted. No combined Bankers Draft or Cashiers Order for
different CDP Securities Accounts shall be accepted. Remittances bearing NOT
TRANSFERABLE or NON-TRANSFERABLE crossings will be rejected.
(b) CPF Funds only You may apply for the Units using only CPF Funds. Each application
must be accompanied by a remittance in Singapore currency for the full amount payable at
the Offering Price of S$0.88 for each Unit, in respect of the number of Units applied for. The
remittance must be in the form of a CPF CASHIERS ORDER (available for purchase at the
CPF approved bank with which the applicant maintains his CPF Investment Account), made
out in favour of CLT UNIT ISSUE ACCOUNT with your name, Securities Account number
and address written clearly on the reverse side. Applications not accompanied by any
payment or accompanied by any other form of payment will not be accepted. For additional
terms and conditions governing the use of CPF Funds, please refer to page G-20 of this
document.
(c) Cash and CPF Funds You may apply for the Units using a combination of cash and CPF
Funds, PROVIDED THAT the number of Units applied for under each payment method is in
lots of 1,000 Units or integral multiples thereof. Such applications must comply with the
requirements for applications by cash and by CPF Funds as set out in the preceding
paragraphs. In the event that applications for Offer Units are accepted in part only, the cash
portion of the application monies will be used in respect of such applications before the CPF
Funds are used.
An applicant applying for 1,000 Units must use either cash only or CPF Funds only. No
acknowledgement of receipt will be issued for applications and application monies received.
(8) Monies paid in respect of unsuccessful applications are expected to be returned (without interest
or any share of revenue or other benefit arising therefrom) to you by ordinary post, in the event
of oversubscription for the Units, within 24 hours of the balloting (or such shorter period as the
SGX-ST may require), at your own risk. Where your application is rejected or accepted or in part
only, the full amount or the balance of the application monies, as the case may be, will be refunded
(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary post
at your own risk within 14 Market Days after the close of the Offering, PROVIDED THAT the
remittance accompanying such application which has been presented for payment or other
processes has been honoured and the application monies received in the designated unit issue
account. If the Offering does not proceed for any reason, the full amount of application monies
(without interest or any share of revenue or other benefit arising therefrom) will be returned to you
within three Market Days after the Offering is discontinued.
(9) Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
G-9
(10) By completing and delivering the Application Forms, you agree that:
(a) in consideration of the Manager having distributed the Application Form to you and by
completing and delivering the Application Form before the close of the Offering:
(i) your application is irrevocable;
(ii) your remittance will be honoured on first presentation and that any monies returnable
may be held pending clearance of your payment without interest or any share of
revenue or other benefit arising therefrom; and
(iii) you represent and agree that you are not a U.S. person (within the meaning of
Regulation S);
(b) all applications, acceptances or contracts resulting therefrom under the Offering shall be
governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(c) in respect of the Units for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of
the Manager and not otherwise, notwithstanding any remittance being presented for
payment by or on behalf of the Manager;
(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(e) reliance is placed solely on information contained in this Prospectus and that none of the
Manager, the Sponsor, the Joint Global Coordinators, Bookrunners and Underwriters or any
other person involved in the Offering shall have any liability for any information not contained
therein;
(f) you consent to the disclosure of your name, NRIC/passport number or company registration
number, address, nationality, permanent resident status, Securities Account number, and
Unit application amount to our Unit Registrar, CDP, Securities Clearing Computer Services
(Pte) Ltd (SCCS), SGX-ST, the Manager and the Joint Global Coordinators, Bookrunners
and Underwriters (the Relevant Parties); and
(g) you irrevocably agree and undertake to purchase the number of Units applied for as stated
in the Application Form or any smaller number of such Units that may be allocated to you in
respect of your application. In the event that the Manager decides to allocate any smaller
number of Units or not to allocate any Units to you, you agree to accept such decision as
final.
Procedures Relating to Applications for the Public Offer Units by Way of Printed Application
Forms
(1) Your application for the Public Offer Units by way of printed Application Forms must be made
using the WHITE Public Offer Units Application Forms and WHITE official envelopes A and B.
(2) You must:
(a) enclose the WHITE Public Offer Units Application Form, duly completed and signed,
together with correct remittance for the full amount payable at the Offering Price in
Singapore currency in accordance with the terms and conditions of this Prospectus and its
accompanying documents, in the WHITE official envelope A provided;
G-10
(b) in appropriate spaces on the WHITE official envelope A:
(i) write your name and address;
(ii) state the number of Public Offer Units applied for; and
(iii) tick the relevant box to indicate form of payment;
(c) SEAL THE WHITE OFFICIAL ENVELOPE A;
(d) write, in the special box provided on the larger WHITE official envelope B addressed to M
& C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Office, Singapore
068906, the number of Public Offer Units you have applied for;
(e) insert the WHITE official envelope A into the WHITE official envelope B and seal the
WHITE OFFICIAL ENVELOPE B; and
(f) affix adequate Singapore postage on the WHITE official envelope B (if dispatching by
ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND
the documents at your own risk to M & C Services Private Limited, 138 Robinson Road,
#17-00 The Corporate Office, Singapore 068906, so as to arrive by 12.00 p.m. on 8 April
2010 or such other date(s) and time(s) as the Manager may agree with the Joint Global
Coordinators, Bookrunners and Underwriters. Courier services or Registered Post must
NOT be used.
(3) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation are liable to be rejected.
Except for application for the Placement Units where remittance is permitted to be submitted
separately, applications for the Public Offer Units not accompanied by any payment or any other
form of payment will not be accepted.
(4) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
Procedures Relating to Applications for the Placement Units by Way of Printed Application
Forms
(1) Your application for the Placement Units by way of printed Application Forms must be made using
the BLUE Placement Units Application Forms.
(2) The completed and signed BLUE Placement Units Application Form and your remittance, in
accordance with the terms and conditions of this Prospectus, for the full amount payable at the
Offering Price, as the case may be, for each Unit in respect of the number of Placement Units
applied for, with your name, Securities Account number and address clearly written on the reverse
side, must be enclosed and sealed in an envelope to be provided by you. Your application for
Placement Units must be delivered to M & C Services Private Limited, 138 Robinson Road #17-00
The Corporate Office, Singapore 068906, to arrive by 10.00 a.m. on 7 April 2010 or such other
date(s) and time(s) as the Manager may agree with the Joint Global Coordinators, Bookrunners
and Underwriters. Courier services or Registered Post must NOT be used.
(3) In respect of an application for Placement Units, you may alternatively remit your application
monies by electronic transfer to the account of DBS, Shenton Way Branch, Current Account No.
003-710406-0 in favour of CLT UNIT ISSUE ACCOUNT by 10.00 a.m. on 7 April 2010 or such
other date(s) and time(s) as the Manager may agree with the Joint Global Coordinators,
Bookrunners and Underwriters. Applicants who remit their application monies via electronic
transfer should send a copy of the telegraphic transfer advice slip to M & C Services Private
Limited, 138 Robinson Road #17-00 The Corporate Office, Singapore 068906, , to arrive by 10.00
a.m. on 7 April 2010 or such other date(s) and time(s) as the Manager may agree with the Joint
Global Coordinators, Bookrunners and Underwriters.
G-11
(4) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation are liable to be rejected.
(5) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
Procedures Relating to Applications for the Reserved Units by Way of Printed Application
Forms
(1) Your application for the Reserved Units by way of printed Application Forms must be made using
the PINK Reserved Units Application Forms.
(2) The completed and signed PINK Reserved Units Application Form and your remittance, in
accordance with the terms and conditions of this Prospectus, in Singapore currency for the full
amount payable at the Offering Price for each Unit in respect of the number of Reserved Units
applied for, with your name, Securities Account number and address clearly written on the reverse
side, must be enclosed and sealed in an envelope to be provided by you. Your application for the
Reserved Units must be delivered to M & C Services Private Limited, 138 Robinson Road, #17-00
The Corporate Office, Singapore 068906, to arrive by 10.00 a.m. on 6 April 2010 or such other
date(s) and time(s) as the Manager may agree with the Joint Global Coordinators, Bookrunners
and Underwriters.
(3) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
Additional Terms and Conditions for Electronic Applications
Electronic Applications shall be made on and subject to the terms and conditions of this Prospectus,
including but not limited to the terms and conditions set out below and those under the section Terms,
Conditions and Procedures for Application for and Acceptance of the Units in Singapore on pages G-1
to G-21 of this Prospectus, as well as the Trust Deed.
(1) The procedures for Electronic Applications are set out on the ATM screens of the relevant
Participating Banks (in the case of ATM Electronic Applications) and the IB website screens of the
relevant Participating Banks (in the case of Internet Electronic Applications). Currently, DBS and
the UOB Group are the only Participating Banks through which Internet Electronic Applications
may be made.
(2) For illustration purposes, the procedures for Electronic Applications for Public Offer Units through
ATMs and the IB website of DBS (together the Steps) are set out in pages G-18 to G-20 of this
Prospectus. The Steps set out the actions that you must take at ATMs or the IB website of DBS
to complete an Electronic Application. The actions that you must take at the ATMs or the IB
websites of the other Participating Banks are set out on the ATM screens or the IB website
screens of the respective Participating Banks.
Please read carefully the terms and conditions of this Prospectus and its accompanying
documents (including the Application Form), the Steps and the terms and conditions for Electronic
Applications set out below before making an Electronic Application.
(3) Any reference to you or the Applicant in these Additional Terms and Conditions for Electronic
Applications and the Steps shall refer to you making an application for Public Offer Units through
an ATM of one of the relevant Participating Banks or the IB website of a relevant Participating
Bank.
G-12
(4) If you are making an ATM Electronic Application:
(a) You must have an existing bank account with and be an ATM cardholder of one of the
Participating Banks. An ATM card issued by one Participating Bank cannot be used to apply
for Public Offer Units at an ATM belonging to other Participating Banks.
(b) You must ensure that you enter your own Securities Account number when using the ATM
card issued to you in your own name. If you fail to use your own ATM card or do not key in
your own Securities Account number, your application will be rejected. If you operate a joint
bank account with any of the Participating Banks, you must ensure that you enter your own
Securities Account number when using the ATM card issued to you in your own name. Using
your own Securities Account number with an ATM card which is not issued to you in your own
name will render your Electronic Application liable to be rejected.
(c) Upon the completion of your ATM Electronic Application, you will receive an ATM transaction
slip (Transaction Record), confirming the details of your ATM Electronic Application. The
Transaction Record is for your retention and should not be submitted with any printed
Application Form.
(5) If you are making an Internet Electronic Application:
(a) You must have an existing bank account with, and a User Identification (User ID) as well
as a Personal Identification Number (PIN) given by, the relevant Participating Bank.
(b) You must ensure that the mailing address of your account selected for the application is in
Singapore and you must declare that the application is being made in Singapore. Otherwise,
your application is liable to be rejected. In connection with this, you will be asked to declare
that you are in Singapore at the time you make the application.
(c) Upon the completion of your Internet Electronic Application through the IB website of the
relevant Participating Bank, there will be an on-screen confirmation (Confirmation
Screen) of the application which can be printed out by you for your record. This printed
record of the Confirmation Screen is for your retention and should not be submitted with any
printed Application Form.
(6) In connection with your Electronic Application for Public Offer Units, you are required to confirm
statements to the following effect in the course of activating the Electronic Application:
(a) that you have received a copy of the Prospectus (in the case of ATM Electronic Applications)
and have read, understood and agreed to all the terms and conditions of application for the
Public Offer Units and the Prospectus prior to effecting the Electronic Application and agree
to be bound by the same;
(b) that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, CPF Investment
Account number (if applicable) and Public Offer Unit application amount (the Relevant
Particulars) from your account with the relevant Participating Bank to the Relevant Parties;
and
(c) where you are applying for the Public Offer Units, that this is your only application for the
Public Offer Units and it is made in your name and at your own risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction unless you press the Enter or OK or Confirm or Yes or any other relevant key
in the ATM or click Confirm or OK or Submit or Continue or Yes or any other relevant
button on the website screen. By doing so, you shall be treated as signifying your confirmation of
each of the three statements above. In respect of statement 6(b) above, your confirmation, by
pressing the Enter or OK or Confirm or Yes or any other relevant key in the ATM or click
G-13
Confirm or OK or Submit or Continue or Yes or any other relevant button, shall signify and
shall be treated as your written permission, given in accordance with the relevant laws of
Singapore, including Section 47(2) of the Banking Act, Chapter 19 of Singapore, to the disclosure
by that Participating Bank of the Relevant Particulars of your account(s) with that Participating
Bank to the Relevant Parties.
(7) You must have sufficient funds in your bank account with your Participating Bank at the time you
make your ATM Electronic Application or Internet Electronic Application, failing which such
Electronic Application will not be completed. Any ATM Electronic Application or Internet Electronic
Application which does not conform strictly to the instructions set out in this Prospectus or on the
screens of the ATMs or on the IB website of the relevant Participating Bank, as the case may be,
through which your ATM Electronic Application or Internet Electronic Application is being made
shall be rejected.
(8) You may apply and make payment for your application for the Public Offer Units in Singapore
currency in the following manner:
(a) Cash only You may apply for the Public Offer Units through any ATM or IB website (as
the case may be) of your Participating Bank by authorising your Participating Bank to deduct
the full amount payable from your bank account(s) with such Participating Bank.
(b) CPF Funds only You may apply for the Public Offer Units through any ATM or IB website
(as the case may be) of your Participating Bank using only CPF Funds by authorising your
Participating Bank to deduct the full amount payable from your CPF Investment Account with
the respective Participating Bank. For additional terms and conditions governing the use of
CPF Funds, please refer to page G-20 of this Prospectus.
(c) Cash and CPF Funds You may apply for the Offer Units through any ATM or IB website
(as the case may be) of your Participating Bank using a combination of cash and CPF
Funds, PROVIDED THAT the number of Offer Units applied for under each payment method
is in lots of 1,000 Units or integral multiples thereof. Such applications must comply with the
requirements for applications by cash and by CPF Funds as set out in the preceding
paragraphs. In the event that such applications are accepted in part only, the cash portion
of the application monies will be used in respect of such applications before the CPF Funds
are used.
An applicant applying for 1,000 Offer Units must use either cash only or CPF Funds only.
(9) You irrevocably agree and undertake to subscribe for and to accept the number of Public Offer
Units applied for as stated on the Transaction Record or the Confirmation Screen or any lesser
number of such Public Offer Units that may be allocated to you in respect of your Electronic
Application. In the event that the Manager decides to allocate any lesser number of such Public
Offer Units or not to allocate any Public Offer Units to you, you agree to accept such decision as
final. If your Electronic Application is successful, your confirmation (by your action of pressing the
Enter or OK or Confirm or Yes or any other relevant key in the ATM or click Confirm or OK
or Submit or Continue or Yes or any other relevant button on the Internet screen) of the
number of Public Offer Units applied for shall signify and shall be treated as your acceptance of
the number of Public Offer Units that may be allocated to you and your agreement to be bound
by the Trust Deed.
(10) The Manager will not keep any application in reserve. Where your Electronic Application is
unsuccessful, the full amount of the application monies will be returned (without interest or any
share of revenue or other benefit arising therefrom) to you by being automatically credited to your
account with your Participating Bank, within 24 hours of the balloting (or such shorter period as
the SGX-ST may require) provided that the remittance in respect of such application which has
G-14
been presented for payment or other processes has been honoured and the application monies
received in the designated unit issue account.
Where your Electronic Application is accepted or rejected in full or in part only, the balance of the
application monies, as the case may be, will be returned (without interest or any share of revenue
or other benefit arising therefrom) to you by being automatically credited to your account with your
Participating Bank, within 14 Market Days after the close of the Offering provided that the
remittance in respect of such application which has been presented for payment or other
processes has been honoured and the application monies received in the designated unit issue
account.
If the Offering does not proceed for any reason, the full amount of application monies (without
interest or any share of revenue or other benefit arising therefrom) will be returned to you within
three Market Days after the Offering is discontinued.
Responsibility for timely refund of application monies (whether from unsuccessful or partially
successful Electronic Applications or otherwise) lies solely with the respective Participating
Banks. Therefore, you are strongly advised to consult your Participating Bank as to the status of
your Electronic Application and/or the refund of any money to you from an unsuccessful or
partially successful Electronic Application, to determine the exact number of Public Offer Units, if
any, allocated to you before trading the Units on the SGX-ST. None of the SGX-ST, CDP, SCCS,
the Participating Banks, the Manager and the Joint Global Coordinators, Bookrunners and
Underwriters assume any responsibility for any loss that may be incurred as a result of you having
to cover any net sell positions or from buy-in procedures activated by the SGX-ST.
(11) If your Electronic Application is unsuccessful, no notification will be sent by the relevant
Participating Bank.
(12) Applicants who make ATM Electronic Applications through the ATMs of the following Participating
Banks may check the provisional results of their ATM Electronic Applications as follows:
Bank Telephone Other Channels Operating Hours
Service
Expected from
DBS 1800-339 6666
(for POSB account holders)
1800-111 1111
(for DBS Account holders)
Internet Banking
[Link]
(1)
24 hours a day Evening of the
balloting day
OCBC 1800-363 3333 ATM/Phone Banking/
Internet Banking
[Link]
(2)
ATM:
24 hours a day
Phone Banking:
24 hours a day
Evening of the
balloting day
UOB
Group
1800-222 2121 ATM (Other Transactions
IPO Enquiry)
[Link]
(1), (3)
Phone Banking/
ATM: 24 hours a
day
Internet Banking:
24 hours a day
Evening of the
balloting day
Notes:
(1) Applicants who have made Internet Electronic Applications through the IB websites of DBS or UOB Group may also
check the results of their applications through the same channels listed in the table above in relation to ATM
Electronic Applications made at the ATMs of DBS or UOB Group.
(2) Applicants who have made Electronic Application through the ATMs of OCBC Bank may check the results of their
applications through OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking services.
(3) Applicants who have made Electronic Application through the ATMs or the IB website of the UOB Group may check
the results of their applications through UOB Personal Internet Banking, UOBATMs or UOB Phone Banking services.
G-15
(13) ATM Electronic Applications shall close at 12.00 p.m. on 8 April 2010 or such other date(s) and
time(s) as the Manager may agree with the Joint Global Coordinators, Bookrunners and
Underwriters. All Internet Electronic Applications must be received by 12.00 p.m. on 8 April 2010,
or such other date(s) and time(s) as the Manager may agree with the Joint Global Coordinators,
Bookrunners and Underwriters. Internet Electronic Applications are deemed to be received when
they enter the designated information system of the relevant Participating Bank.
(14) You are deemed to have irrevocably requested and authorised the Manager to:
(a) register the Public Offer Units allocated to you in the name of CDP for deposit into your
Securities Account;
(b) return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application monies, should your Electronic Application be rejected or if the
Offering does not proceed for any reason, by automatically crediting your bank account with
your Participating Bank, with the relevant amount within 24 hours after balloting (or such
shorter period as the SGX-ST may require), or within three Market Days if the Offering does
not proceed for any reason, after the close or discontinuation (as the case may be) of the
Offering, PROVIDED THAT the remittance in respect of such application which has been
presented for payment or such other processes has been honoured and application monies
received in the designated unit issue account; and
(c) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application monies, should your Electronic Application be rejected or
accepted in part only, by automatically crediting your bank account with your Participating
Bank, at your risk, with the relevant amount within 14 Market Days after the close of the
Offering, PROVIDED THAT the remittance in respect of such application which has been
presented for payment or such other processes has been honoured and application monies
received in the designated unit issue account.
(15) You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdown, fires, acts of God and
other events beyond the control of the Participating Banks, the Manager and the Joint Global
Coordinators, Bookrunners and Underwriters, and if, in any such event the Manager, the Joint
Global Coordinators, Bookrunners and Underwriters, and/or the relevant Participating Bank do
not receive your Electronic Application, or any data relating to your Electronic Application or the
tape or any other devices containing such data is lost, corrupted or not otherwise accessible,
whether wholly or partially for whatever reason, you shall be deemed not to have made an
Electronic Application and you shall have no claim whatsoever against the Manager, the Joint
Global Coordinators, Bookrunners and Underwriters and/or the relevant Participating Bank for
any Public Offer Units applied for or for any compensation, loss or damage.
(16) The existence of a trust will not be recognised. Any Electronic Application by a trustee must be
made in his own name and without qualification. The Manager shall reject any application by any
person acting as nominee (other than approved nominee companies).
(17) All your particulars in the records of your Participating Bank at the time you make your Electronic
Application shall be deemed to be true and correct and your Participating Bank and the Relevant
Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your
particulars after making your Electronic Application, you must promptly notify your Participating
Bank.
G-16
(18) You should ensure that your personal particulars as recorded by both CDP and the relevant
Participating Bank are correct and identical, otherwise, your Electronic Application is liable to be
rejected. You should promptly inform CDP of any change in address, failing which the notification
letter on successful allocation will be sent to your address last registered with CDP.
(19) By making and completing an Electronic Application, you are deemed to have agreed that:
(a) in consideration of the Manager making available the Electronic Application facility, through
the Participating Banks acting as agents of the Manager, at the ATMs and IB websites of the
relevant Participating Banks:
(i) your Electronic Application is irrevocable;
(ii) your Electronic Application, the acceptance by the Manager and the contract resulting
therefrom under the Public Offer shall be governed by and construed in accordance
with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction
of the Singapore courts; and
(iii) you represent and agree that you are not a U.S. person (as defined in Regulations S);
(b) none of CDP, the Manager, the Joint Global Coordinators, Bookrunners and Underwriters,
the Participating Banks and the CPF Board shall be liable for any delays, failures or
inaccuracies in the recording, storage or in the transmission or delivery of data relating to
your Electronic Application to the Manager, or CDP or the SGX-ST due to breakdowns or
failure of transmission, delivery or communication facilities or any risks referred to in
paragraph 15 above or to any cause beyond their respective controls;
(c) in respect of the Public Offer Units for which your Electronic Application has been
successfully completed and not rejected, acceptance of your Electronic Application shall be
constituted by written notification by or on behalf of the Manager and not otherwise,
notwithstanding any payment received by or on behalf of the Manager;
(d) you will not be entitled to exercise any remedy for rescission for misrepresentation at any
time after acceptance of your application;
(e) reliance is placed solely on information contained in this Prospectus and that none of the
Manager, the Sponsor, the Joint Global Coordinators, Bookrunners and Underwriters or any
other person involved in the Offering shall have any liability for any information not contained
therein; and
(f) you irrevocably agree and undertake to subscribe for the number of Public Offer Units
applied for as stated in your Electronic Application or any smaller number of such Public
Offer Units that may be allocated to you in respect of your Electronic Application. In the event
the Manager decides to allocate any smaller number of such Public Offer Units or not to
allocate any Public Offer Units to you, you agree to accept such decision as final.
G-17
Steps for ATM Electronic Applications for Public Offer Units through ATMs of DBS (including
POSB ATMs)
Instructions for ATM Electronic Applications will appear on the ATM screens of the respective
Participating Bank. For illustration purposes, the steps for making an ATM Electronic Application
through a DBS or POSB ATM are shown below. Certain words appearing on the screen are in
abbreviated form (A/C, amt, appln, &, I/C, No., SGX and Max refer to Account, amount,
application, and, NRIC, Number, SGX-ST and Maximum, respectively). Instructions for ATM
Electronic Applications on the ATM screens of Participating Banks (other than DBS (including POSB)),
may differ slightly from those represented below.
Step 1 : Insert your personal DBS or POSB ATM Card.
2 : Enter your Personal Identification Number.
3 : Select MORE SERVICES.
4 : Select language (for customers using multi-language card).
5 : Select ESA-IPO SHARE/INVESTMENTS.
6 : Select ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES/SECURITIES).
7 : Read and understand the following statements which will appear on the screen:
THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE
IN, ORACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR
PROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THE
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR
PROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSB
BRANCH IN SINGAPORE AND, WHERE APPLICABLE, THE VARIOUS
PARTICIPATING BANKS DURING BANKING HOURS, SUBJECT TO
AVAILABILITY.
(IN THE CASE OF SECURITIES OFFERING THAT IS SUBJECT TO A
PROSPECTUS/OFFER INFORMATION/DOCUMENT REGISTERED WITH
THE MONETARY AUTHORITY OF SINGAPORE) ANYONE WISHING TO
ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) SHOULD
READ THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS
SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTING
HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET
OUT IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS
SUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPY OF THE
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF
APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGED
WITHAND REGISTERED BY THE MONETARYAUTHORITY OF SINGAPORE
WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS.
8 : Select CACHE to display details.
9 : Press the ENTER key to acknowledge:
YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE
APPLICATION AND (WHERE APPLICABLE) THE PROSPECTUS, OFFER
INFORMATION STATEMENT, DOCUMENT, PROFILE STATEMENT,
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT/
PROFILE STATEMENT NOTICE AND/OR CIRCULAR.
G-18
YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO.,
ADDRESS, NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT
A/C NO. AND SECURITY APPLN AMOUNT FROM YOUR BANK A/C(S) TO
SHARE REGISTRARS, SGX, SCCS, CDP, CPF AND THE ISSUER/
VENDOR(S).
FOR FIXED AND MAX PRICE SECURITIES APPLICATION, THIS IS YOUR
ONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR
OWN RISK.
THE MAXIMUM PRICE FOR EACH SECURITY IS PAYABLE IN FULL ON
APPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.
FOR TENDER SECURITIES APPLICATION, THIS IS YOUR ONLY
APPLICATION AT THE SELECTED TENDER PRICE AND IT IS MADE IN
YOUR OWN NAME AND AT YOUR OWN RISK.
YOU ARE NOT A US PERSON AS REFERRED TO IN (WHERE APPLICABLE)
THE PROSPECTUS, OFFER INFORMATION STATEMENT, DOCUMENT,
PROFILE STATEMENT, REPLACEMENT OR SUPPLEMENTARY
PROSPECTUS/DOCUMENT/PROFILE STATEMENT, NOTICE AND/OR
CIRCULAR.
10 : Select your nationality.
11 : Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSB
account (Current/Savings) from which to debit your application monies.
12 : Enter the number of securities you wish to apply for using cash.
13 : Enter or confirm (if your CDP Securities Account number has already been stored in
DBSs records) your own 12-digit CDP Securities Account number (Note: This step
will be omitted automatically if your Securities Account Number has already been
stored in DBSs records).
14 : Check the details of your securities application, your CDP Securities Account number,
number of securities and application amount on the screen and press the ENTER
key to confirm your application.
15 : Remove the Transaction Record for your reference and retention only.
Steps for Internet Electronic Application for Public Offer Units through the IB Website of DBS
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS IB
website are shown below. Certain words appearing on the screen are in abbreviated form (A/C, &,
amt, I/C and No. refer to Account, and, Amount, NRIC and Number, respectively).
Step 1 : Click on DBS website ([Link])
2 : Login to Internet banking.
3 : Enter your User ID and PIN.
4 : Enter your DBS iB Secure PIN
5 : Select Electronic Security Application (ESA).
G-19
6 : Click Yes to proceed and to warrant, inter alia, that you are currently in Singapore,
you have observed and complied with all applicable laws and regulations and that
your mailing address for DBS mailing address for DBS Internet Banking is in
Singapore and that you are not a U.S. person (as such term is defined in Regulation
S under the United States Securities Act of 1933, amended).
7 : Select your country of residence and click I confirm.
8 : Click on CACHE and click Submit.
9 : Click on I Confirm to confirm, inter alia:
You have read, understood and agreed to all terms of this application and the
Prospectus/Document or Profile Statement and if applicable, the Supplementary
or Replacement Prospectus/Document or Profile Statement.
You consent to disclose your name, I/C or Passport No., address, nationality,
CDP Securities A/c No., CPF Investment A/c No. (if applicable) and securities
application amount from your DBS/POSB Account(s) to registrars of securities,
SGX, SCCS, CDP, CPF Board and issuer/vendor(s).
You are not a U.S. Person (as such term is defined in Regulation S under the
United States Securities Act of 1933, as amended).
You understand that the securities mentioned herein have not been and will not
be registered under the United States Securities Act of 1933 as amended (the
US Securities Act) or the securities laws of any state of the United States and
may not be offered or sold in the United States or to, or for the account or benefit
of any US person (as defined in Regulation S under the US Securities Act)
except pursuant to an exemption from or in a transaction subject to, the
registration requirements of the US Securities Act and applicable state
securities laws. There will be no public offer of the securities mentioned herein
in the United States. Any failure to comply with this restriction may constitute a
violation of the United States securities laws.
This application is made in your own name and at your own risk.
For FIXED/MAX price securities application, this is your only application. For
TENDER price securities application, this is your only application at the selected
tender price.
10 : Fill in details for securities application and click Submit.
11 : Check the details of your securities application, your CDP Securities A/C No. and click
Confirm to confirm your application.
12 : Print the Confirmation Screen (optional) for your reference and retention only.
Terms and Conditions for Use of CPF Funds
(1) If you are using CPF Funds to subscribe for the Units, you must have a CPF Investment Account
maintained with a relevant Participating Bank at the time of your application. If you are applying
for the Units through an ATM Electronic Application, you must have an ATM card with that
Participating Bank at the time of your application before you can use the ATMs of that Participating
Bank to apply for the Units. For an Internet Electronic Application, you must have an existing bank
account with, and a User Identification (User ID) as well as a Personal Identification Number
(PIN) given by, the relevant Participating Bank. Upon the completion of your Internet Electronic
G-20
Application through the IB website of the relevant Participating Bank, there will be a Transaction
Completed Screen of the application which can be printed out by you for your record. This printed
record of the Transaction Completed Screen is for your retention and should not be submitted with
any printed Application Form. The CPF Investment Account is governed by the Central Provident
Fund (Investment Schemes) Regulations, as amended.
(2) CPF Funds may only be withdrawn for applications for the Units in lots of 1,000 Units or integral
multiples thereof.
(3) If you are applying for the Units using a printed Application Form and you are using CPF Funds
to apply for the Units, you must submit a CPF Cashiers Order for the total amount payable for the
number of Units applied for using CPF Funds.
(4) Before you apply for the Units using your CPF Funds, you must first make sure that you have
sufficient funds in your CPF Investment Account to pay for the Units. You need not instruct the
CPF Board to transfer your CPF Funds from your CPF Ordinary Account to your CPF Investment
Account. If the balance in your CPF Investment Account is insufficient and you have sufficient
investible CPF Funds in your CPF Ordinary Account, the Participating Bank with which you
maintain your CPF Investment Account will automatically transfer the balance of the required
amount from your CPF Ordinary Account to your CPF Investment Account immediately for you to
use these funds to buy a CPF Cashiers Order from your Participating Bank in the case of an
application by way of a printed Application Form or submit your application in the case of an
application by way of an Electronic Application. The automatic transfer facility is available until the
close of the Public Offer, and the operating hours of the facility are between 8.00 a.m. and 10.00
p.m. from Mondays to Saturdays, and between 8.00 a.m. and 5.00 p.m. on Sundays and public
holidays.
(5) The special CPF securities sub-account of the nominee company of the Participating Bank (with
whom you maintain a CPF Investment Account) maintained with CDP will be credited with the
principal amount of the Units you subscribed for with CPF Funds.
(6) Where you are using CPF Funds, you cannot apply for the Units as nominee for any other person.
(7) All instructions or authorisations given by you in a printed Application Form or through an
Electronic Application are irrevocable.
(8) CPF Investment Accounts may be opened with any branch of the Participating Banks.
(9) All information furnished by the CPF Board and the relevant Participating Banks on your
authorisation will be relied on as being true and correct.
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APPENDIX H
LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF DIRECTORS
AND EXECUTIVE OFFICERS
(A) Directors of the Manager
(1) Mr Lim How Teck
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
ACAL Holdings Pte Ltd
ACAL Underwriting Limited (UK)
Accuron Technologies Limited
ARA Asset Management Limited
ARA-CWT Trust Management (Cache) Limited
Asian Marine Syndicate 1965 Pte Ltd
Certis CISCO Security Pte Ltd
CISCO Recall Total Information Management
Pte Ltd
Eng Kong Holdings Ltd
Gold Prime Holdings Ltd
IFS Capital Ltd
Jurong Port Pte Ltd
Lasseters International Holdings Ltd
Mermaid Maritime Public Company Ltd
Philips Resources Fund Special Purpose Company
PNG Sustainable Development Program Ltd
Redwood International Pte Ltd
Rickmers Trust Management Pte Ltd
The Foundation for Development Cooperation
The Foundation for Development Cooperation
(Pacific) Ltd
The Foundation for Development Cooperation
(Singapore) Ltd
Tuas Power Generation Pte Ltd
Tuas Power Ltd
3W Service Co. Ltd
Active Figure Investment Ltd
AIMS AMP Capital Industrial REIT
Management Limited (formerly
known as MacarthurCook Investment
Managers (Asia) Limited)
American Automar Inc
American President Lines Ltd
APL (Bangladesh) Pte Ltd
APL Bermuda Ltd
APL Co. Pte Ltd
APL (India) Pte Ltd
APL Logistics (China) Ltd
APL Logistics Ltd
APL Logistics Taiwan Ltd
APLL-Zhiqin (Beijing) International
Freight Forwarding Company Ltd
Asia Pacific Resource Growth Fund Ltd
Automar (Bermuda) Ltd
Bara International Shipping Lines
Co. Ltd
Bara Shipping Agencies Co. Ltd
Britannia Steamship Insurance
Association Ltd
Chao Phraya Port Services Co. Ltd
FHTK Holdings Ltd
First Logistics Development Joint
Venture Co.
Global Port & Terminal Services Ltd
integra2000 Ltd
ITSA Investment Co. Pte Ltd
Japan Industrial Property Pte Ltd
Legend Import & Export Company Ltd
M&C REIT Management Ltd/M&C
Business Trust Management Ltd
(CDL Hospitality Trusts)
Milky Way Shipping Inc
Mitorient Enterprise Pte Ltd
Neptune Associated Shipping Pte Ltd
Neptune Beta Lines Ltd
H-1
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
Neptune Delta Lines Pte Ltd
Neptune Management Pte Ltd
Neptune Orient Lines Ltd
Neptune Realty Management Pte Ltd
Neptune Ship Management Services
Pte Ltd
Neptune Sigma Pte Ltd
Orangestar Investment Holdings
Pte Ltd
Pacific King Shipping Holding Ltd
PSA Marine (Pte) Ltd
Sequoia Capital/Master Fund
Singapore Commodity Exchange
(SICOM)
SP PowerGrid Ltd
Thai International Ship Breakers
Co. Ltd
Titan Company Pte Ltd
Tsui Ching Ltd
UMS Holdings Ltd
(2) Mr Lim Hwee Chiang John
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
Accurate International Land Limited
ADF Dragon Limited
Am ARA REIT Holdings Sdn Bhd
Am ARA REIT Managers Sdn Bhd
APM (Holdings) Pte. Ltd.
APM Property Management Pte. Ltd.
ARA AmFIRST (Singapore) Pte Ltd
ARA Asia Dragon Limited
ARA Asia Silver Real Estate I Limited
ARA Asset Management (Fortune) Limited
(formerly known as ARA Asset Management
(Singapore) Limited)
ARA Asset Management (HK) Limited
ARA Asset Management (Holdings) Limited
ARA Asset Management Limited
ARA Asset Management (Malaysia) Limited
ARA Asset Management (Prosperity) Limited
ARA Cache (Holdings) Pte. Ltd.
ARA Capital Investors I Pte. Ltd.
ARA-CWT Trust Management (Cache) Limited
ARA Financial Pte Ltd
ARA Fund Management (Asia Dragon) Limited
(formerly known as ARA Asia Real Estate Fund
Management Limited)
Al Islami Far Eastern Real Estate Fund
Limited
ARA Asian Asset Income Fund
ARA Asian Asset Income Master Fund
ARA Boustead Limited
ARA RECP Fund Management Limited
ARA RECP Managers Pte Ltd
ARA Strategic Capital I Pte Ltd
China Capital Partners Limited
Colour Sky International Limited
Japura Development Pte Ltd
Maxon Investment Limited
Mightypattern Limited
Million Nice Development Limited
Pinelink Investment Limited
Prostar Resources Limited
Pteris Global Limited (formerly known
as Inter-Roller Engineering Limited)
Teckwah China Corporation Pte Ltd
TSM Resources Ltd
Waldorf Realty Limited
Wellford Group Limited
H-2
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
ARA Fund Management (Silver) Limited
ARA Harmony Limited (formerly known as ARA
Investments (SCD) Limited)
ARA Holdings (Investors IV) Limited
ARA Investment (AmFIRST) Limited
ARA Investment I Pte Ltd
ARA Investors II Limited
ARA Management Pte. Ltd.
ARA Managers (Asia Dragon) Pte Ltd (formerly
known as ARA Asia Real Estate Managers (Icon)
Pte Ltd)
ARA Managers (Harmony) Pte. Ltd. (formerly known
as ARA Advisors I Pte. Ltd.)
ARA Managers (Silver) Pte. Ltd.
ARA Portfolio Management Limited
ARA Portfolio Management (Singapore) Pte Ltd
ARA Private Equities Limited
ARA Property Management Pte. Ltd.
ARA Prosperity (Singapore) Pte Ltd
ARA Real Estate Investors I Limited
ARA Real Estate Investors III Limited
ARA Real Estate Investors IV Limited
ARA Real Estate Investors V Limited
ARA RE Investment Group Limited
ARA RE Investment Group (Singapore) Pte Ltd
ARA Strategic Capital (Holdings) Pte Ltd
ARA Trust Management (Horizon) Limited
ARA Trust Management (Suntec) Limited
ARA
Bennett Investment Holdings Ltd
Fortune Port Group Limited
Harmony Convention Holding Pte. Ltd.
Harmony Investors Group Limited
Harmony Investors Holding Limited
Jadeline Capital Sdn Bhd
JLIG (Dragon) Limited
JL Investment Group Limited
Lim Hoon Foundation Limited
MVF3 Ltd (formerly known as Plus Gain
Investments Limited)
Plus Grow Investments Limited
Suntec Harmony Pte. Ltd.
Suntec International Convention & Exhibition
Services Pte. Ltd.
Suntec Singapore International Convention &
Exhibition Services Pte. Ltd.
Teckwah Industrial Corporation Limited (formerly
known as Tecwah Paper Products Ltd)
The Land Managers (S) Pte Ltd
Whirlwind (Tianjin) Asset Management Limited
H-3
(3) Mr Liao Chung Lik
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
ARA-CWT Trust Management (Cache) Limited
Batamindo Shipping & Warehousing Pte Ltd
C&P Automotive Pte Ltd
C&P Capital Pte Ltd
C&P China Pte Ltd
C&P Distribution Pte. Ltd.
C&P Holdings Pte Ltd
C&P Infobank Pte Ltd
C&P Inland Ports Pte Ltd
C&P Land Pte. Ltd.
C&P Logistics Asia Pacific Limited
C&P Logistics Pte Ltd
C&P Marine (Private) Limited
C&P Projects Pte Ltd
C&P Rent-A-Car (Pte) Ltd
C&P Transport Pte Ltd
CWT Commodities (Metals) Pte Ltd
CWT Commodities Pte Ltd
CWT Commodities Warehousing Pte Ltd
CWT Engineering Pte Ltd
CWT Limited
Dynamic Leasing Pte Ltd
Fun Tree Pte Ltd
Indeco Engineers Pte Ltd
J Logistics Pte Ltd
JIC Inspection Services Pte Ltd
K-Invest Pte Ltd
Nippon Express (Singapore) Pte Ltd
Stanley Liao Private Limited
Alpha Container Services Pte Ltd
Apex Property Pty Ltd
Bahrain Marine (S) Pte. Ltd.
Cambridge Industrial Trust
Management Limited
C&P Cranes Pte Ltd
C&P Tankhub Pte Ltd
CP-Sum Cheong (China) Pte Ltd
CWT Logistics Pte Ltd
RLG Development Pte Ltd
SQL View Pte Ltd
Singaport Logistics Services Pte Ltd
Stargard Pte Ltd
Suzhou Suxin Public Road
Construction & Development Co. Ltd
(4) Mr Jimmy Yim Wing Kuen
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
ARA-CWT Trust Management (Cache) Limited
Alife Ltd
Concord Energy Pte Ltd
CWT Limited
Drew & Napier LLC
Low Keng Huat (Singapore) Ltd
Singapore Medical Group Pte Ltd
Twentieth Century Fox Film (East) Pte Ltd
Beckman Coulter Singapore Pte Ltd
National Healthcare Group Pte Ltd
S-Net Freight (Holdings) Pte Ltd
United Parcel Service Singapore
Pte Ltd
H-4
(5) Mr Lim Ah Doo
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
ARA-CWT Trust Management (Cache) Limited
EDB Investment Pte Ltd
GP Industries Limited
Sembcorp Marine Ltd
SM Investments Corporation
Asia Pacific Resources International Ltd
Bio* One Capital Pte Ltd
EDBV Management Pte Ltd
PT Indosat Tbk
(6) Ms Stefanie Yuen Thio
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
AD Astra Aviation Pte Limited
Allens Arthur Robinson TSMP
ARA-CWT Trust Management (Cache) Limited
ASAP Data Services Corporation Pte Ltd
Ascot Holdings Pte Limited
Auteuil Shipping Pte Limited
Cheltenham Shipping Pte Limited
Dragonfly Aviation Pte Limited
Duchess Residential Pte Limited
Eaton Residential Pte Limited
First Oriental Holdings Corporation (Singapore)
Pte Limited
Goodman Funding Singapore Pte Ltd
Goodman Japan Holdings (Singapore) Pte Limited
Goodman Singapore Pte Ltd
Hannover Aviation Pte Limited
LCI Singapore Aviation Pte Limited
Lomar Shipping Singapore Pte Limited
Longchamp Shipping Pte Limited
Macquarie Goodman Japan Pte Ltd
Malvern Shipping Pte Limited
Marlborough Hospitality Services (Singapore)
Pte Limited
Olympian Aviation Pte Limited
Operation Smile Singapore Ltd
Piccolo Aviation Pte Limited
Primus Shipping Pte Limited
Robertson Quay Residential Pte Limited
Singapore Commercial Leasing Pte Limited
Singapore Hospitality Pte Limited
Singapore Residential Properties Pte Limited
Singapore Residential Pte Limited
Singapore Retail Pte Limited
Three Rivers Capital Pte Ltd
TSMP Law Corporation
Activ Agent International Pte Ltd
Benefit Investments Pte Ltd
Corporate Travel Singapore Holding
Pte Ltd
Decorexpert Pte Ltd (in the process of
being struck off)
Del Monte Pacific Limited
Gazprom Marketing & Trading
Singapore Pte Ltd
Mandarin Funds Management Pte Ltd
MineMyDNA Pte Ltd
Oerlikon Solar Singapore Pte Ltd
Oneshop Enterprise Pte Ltd
Primus Ventures (Singapore) Pte Ltd
Vallypoint Investments Pte Ltd
YTL PowerSeraya Pte Limited
YTL Utilities Holdings (S) Pte Limited
YTL Utilities (S) Pte Limited
H-5
(7) Mr Moses K. Song
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
ARA-CWT Trust Management (Cache) Limited
Suntec International Convention & Exhibition
Services Pte. Ltd.
Harmony Convention Holding Pte. Ltd.
(B) Executive Officers of the Manager
(1) Mr Daniel Cerf
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
Supreme Value Properties (M) Sdn Bhd
Value Properties Holdings Limited
BFC Development Pte Ltd
K-REIT Asia MTN Pte Ltd
One Raffles Quay Pte Ltd
Raffles Quay Asset Management
Pte Ltd
Thaicom Co. Ltd.
Value Asset Management (M) Sdn Bhd
(2) Mr Ho Jiann Ching
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
AG Region Pte Ltd
AIT Pte Ltd
ARCH Capital Asian Partners, G. P.
ARCH Capital Management Co.,
Limited
Ayala International Holdings Limited
Ayala International Properties Pte Ltd
Ayala International Pte Ltd
Ayala Systems Technologies Singapore
Pte Ltd
Ayalafil (U.S.) Co., Inc.
Fidelis (Thailand) Co., Ltd
Fine State Limited
Follet International Limited (in
liquidation members voluntary
winding up)
Fortune Legend Limited
Highest Reach Investments Limited
Indian Property Development Company
Pte Ltd (in liquidation members
voluntary winding up)
H-6
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
Inti Pati Sdn Bhd
Joyful Jade Group Limited
Mahindra Residential Developers
Limited
Monza Development Sdn Bhd (in
liquidation members voluntary
winding up)
Nayara Co., Ltd
Nayara Development Co., Ltd
Nayara Estate Co., LtdPan Malayan
Acceptance Sdn Bhd
Pan Malayan Project Management
Services Pte Ltd
Pan Malayan Securities Private Limited
PT Menara Duta
Routledge Investments Pte Ltd
Shanghai Lei Cheng Xin Investment
Consulting Co. Ltd
Shen Chuan (Malaysia) Sdn Bhd
Sin Chuan Development (Private)
Limited
Strong Group Limited
Total Jade Group Limited
Wintersett Properties Limited
(3) Mr Foo Say Chuang
Current Directorships
Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
Caddee (Thailand) Co., Ltd
CWT Asia Pte (Cyprus) Limited
CWTC-2 Holdings Limited
CWT Distripark One (India) Private Limited
CWT Distripark One LLC
CWT Yangshan Limited
(4) Ms Serina Lim Lan Hong
Current Directorships Past Directorships (for a period of
five years preceding the Latest
Practicable Date)
CapitaLand China Development Fund II
Limited (formerly known as CCDF II
Limited)
CVRDF Management Pte. Ltd.
I.P Real Estate Asset Management
(Asia) Pte Ltd
Island City Pte. Ltd.
H-7
CACHE LOGISTICS TRUST
MANAGER
ARA-CWT Trust Management (Cache) Limited
6 Temasek Boulevard
#16-02 Suntec Tower Four
Singapore 038986
SPONSOR
CWT Limited
38 Tanjong Penjuru
CWT Logistics Hub 1
Singapore 609039
JOINT GLOBAL COORDINATORS, BOOKRUNNERS AND UNDERWRITERS
Macquarie Capital Securities
(Singapore) Pte. Limited
23 Church Street
Capital Square #11-11
Singapore 049481
Standard Chartered Securities
(Singapore) Pte. Limited
6 Battery Road, #03-00
Singapore 049909
DBS
6 Shenton Way
DBS Building Tower One
Singapore 068809
ISSUE MANAGERS
Macquarie Capital (Singapore)
Pte. Limited
23 Church Street
Capital Square #11-11
Singapore 049481
Standard Chartered Securities
(Singapore) Pte. Limited
6 Battery Road, #03-00
Singapore 049909
DBS
6 Shenton Way
DBS Building Tower One
Singapore 068809
TRUSTEE
HSBC Institutional Trust Services (Singapore) Limited
21 Collyer Quay
#14-01 HSBC Building
Singapore 049320
LEGAL ADVISERS
Legal Adviser to the Offering, and to the Manager and the Sponsor
Allen & Gledhill LLP
One Marina Boulevard #28-00
Singapore 018989
Legal Adviser to
the Joint Global Coordinators,
Issue Managers, Bookrunners and
Underwriters as to Singapore Law and
U.S. Federal Securities Law Legal Adviser to the Trustee
Allen & Overy LLP
24 Raffles Place
#22-00 Clifford Centre
Singapore 048621
Shook Lin & Bok LLP
1 Robinson Road
#18-00 AIA Tower
Singapore 048542
UNIT REGISTRAR AND UNIT TRANSFER OFFICE
M & C Services Private Limited
138 Robinson Road
#17-00
The Corporate Office
Singapore 068906
INDEPENDENT REPORTING ACCOUNTANTS
KPMG LLP
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
INDEPENDENT TAX ADVISER
KPMG Tax Services Pte Ltd
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
INDEPENDENT VALUERS
CB Richard Ellis (Pte) Ltd
6 Battery Road #32-01
Singapore 049909
Knight Frank Pte Ltd
16 Raffles Quay
#30-00 Hong Leong Building
Singapore 048581
INDEPENDENT MARKET RESEARCH CONSULTANT
DTZ Debenham Tie Leung (SEA) Pte Ltd
100 Beach Road
#35-00 Shaw Tower
Singapore 189702
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[Link]
Tel : (65) 6835 9232
Fax : (65) 6835 9672
Managed by:
ARA-CWT Trust Management (Cache) Limited
6 Temasek Boulevard
#16-02 Suntec Tower Four
SIngapore 038986