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SPH PLANS LISTING OF A RETAIL REIT

Paragon and The Clementi Mall will be injected into SPH REIT1
Upon listing of SPH REIT:-
SPH is expected to hold approximately 70% of the units in SPH REIT
SPH shareholders to receive Special Dividend of S$0.18
SPH REIT will be one of the largest retail REITS listed in Singapore by asset value
Landmark transaction to be tabled at EGM at 9.30 a.m. on 18 June for shareholders’ approval

SINGAPORE, May 27, 2013 – Singapore Press Holdings Limited (“SPH” or the “Company”) has received an eligibility-to-list (“ETL”) letter from Singapore Exchange Securities Trading Limited (the “SGX-ST”) in connection with the proposed initial public offering and listing of SPH REIT on the Main Board of the SGX-ST (the “Offering”).

In line with this development, SPH has scheduled an Extraordinary General Meeting to be convened on Tuesday, June 18, 2013, to seek shareholders’ approval for (i) the establishment of SPH REIT, (ii) the proposed injection of Paragon and The Clementi Mall into SPH REIT, and (iii) the payment of a Special Dividend upon completion of the Offering.

SPH REIT will be established to principally invest, directly and indirectly, in a portfolio of income-producing real estate used primarily2 for retail purposes in Asia-Pacific as well as real estate-related assets. The initial portfolio of properties of SPH REIT is expected to comprise (i) a 99-year leasehold interest in Paragon commencing on the date of listing of SPH REIT on the Main Board of the SGX-ST (“Paragon”) and (ii) a 99-year leasehold interest in The Clementi Mall commencing from 31 August 2010 and expiring on 30 August 2109 (collectively, the “Properties”), which are valued at S$3.07 billion in aggregate. SPH plans to sell Paragon to the REIT Trustee, DBS Trustee Limited, for a fixed consideration of S$2.5 billion, and The Clementi Mall to the REIT Trustee for a fixed consideration of S$570.5 million.

Rationale and benefits of the proposed listing of SPH REIT

The injection of the Properties into SPH REIT and the listing of SPH REIT on the SGX-ST are expected to offer several benefits to the shareholders of SPH:


    1. Unlock value in the Properties: Capital in the Properties would be released back to SPH and its subsidiaries (“the Group”), which will allow SPH to pursue its growth strategies across its property, media and other businesses, and enable the Group to pay a Special Dividend to its shareholders as a reward for their investment in SPH;

    2. Strengthen the Group’s balance sheet: Assuming the REIT IPO had been completed on 31 August 2012, the Group’s net gearing is estimated to decrease from 40.6% to 9.3% before payment of the Special Dividend and net asset value will increase by more than 63% from S$1.39 to S$2.27 per share;

    3. Create an efficient platform for the holding of investment properties: SPH REIT would serve as an efficient platform for holding future investment properties and as a separate listed entity, SPH REIT would also be able to finance itself independently; 

    4. Continued majority ownership of the Properties: The Group is expected to hold approximately 70% of SPH REIT units upon listing, providing SPH shareholders with continued majority ownership of the Properties. The Group also expects to be closely involved in SPH REIT through its ownership of the REIT Manager and the property manager; and

    5. Fee income: The REIT Manager will earn a recurrent management fee, adding a valuable fee-based management business to the Group’s portfolio.
Mr Alan Chan, Chief Executive Officer of SPH said: “We believe that the establishment of SPH REIT will be a positive event for SPH shareholders. It allows SPH to crystallise the value created in Paragon and The Clementi Mall, and release capital to fund the Group’s growth and the Special Dividend.

“SPH has always endeavoured to explore new avenues for growth to maximise shareholder value. Through this transaction, SPH shareholders will be able to enjoy the best of both worlds – a Special Dividend and the opportunity to continue to enjoy the benefits from the establishment of SPH REIT in which the Group will continue to be closely involved.”

About Paragon:
Paragon is a premier upscale retail mall and medical suite/office property located in the heart of the Orchard Road shopping and tourist precinct in Singapore. It comprises a six-storey retail podium and one basement level with 483,690 sq ft of retail net lettable area (“NLA”) with a 14-storey tower and another three-storey tower sitting on top of the retail podium with a total 223,000 sq ft of medical suite/office NLA. For the financial year ended August 31, 2012 (“FY2012”), the proforma net property income (“NPI”) was S$112.2 million.

 



About The Clementi Mall:
The Clementi Mall is a mid-market suburban mall located in the centre of Clementi town, an established residential estate in the west of Singapore. It comprises a five-storey retail podium and one basement level with approximately 192,089 sq ft of retail NLA. The retail mall, which also houses a public library, is part of an integrated mixed use development that includes Housing Development Board residential blocks, a bus interchange and connected to the Clementi mass rapid transit station. Due to its location and strong transport connectivity, The Clementi Mall enjoys high level of visitation with over 27.1 million visitors in 2012. For FY2012, its proforma NPI was S$25.4 million.

Footnotes:
1. Subject to shareholders’ approval being obtained at an EGM to be convened at 9.30am on 18 June, SPH will inject a 99-year leasehold interest in Paragon located at 290 Orchard Road, commencing on the date of listing of SPH REIT (“Paragon”); and a 99-year leasehold interest in The Clementi Mall located at 3155 Commonwealth Avenue West, Singapore 129588, commencing on 31 August 2010 (“The Clementi Mall”).

2. For the avoidance of doubt, the term "primarily" shall mean more than 50.0% of NLA or (in case of a property where the concept where the concept of NLA is not applicable) gross floor area.