Croesus Retail Trust
Transcription
Croesus Retail Trust
Singapore Company Focus Croesus Retail Trust Refer to important disclosures at the end of this report Bloomberg: CRT SP | Reuters: CROE.SI DBS Group Research . Equity 28 Jun 2013 BUY S$0.945 STI : 3,104.40 Stability and growth (Initiating Coverage) Price Target : 12-Month S$ 1.14 Reason for Report : Initiating coverage Potential Catalyst: New acquisitions, organic rental reversion growth Analyst LOCK Mun Yee +65 6398 7972 munyee@dbsvickers.com Price Relative Relative Index 1.3 209 1.3 1.2 189 1.2 169 1.1 1.1 149 1.0 129 1.0 0.9 109 0.9 0.8 May-13 89 Relative STI INDEX (RHS) Forecasts and Valuation FY Jun (JPY m) Gross Revenue Net Property Inc Total Return Distribution Inc EPU (S cts) EPU Gth (%) DPU (S cts) DPU Gth (%) NAV per shr (S cts) PE (X) Distribution Yield (%) P/NAV (x) Aggregate Leverage (%) ROAE (%) 2014F 2015F 5,027 3,195 3,225 2,516 11.7 nm 7.6 nm 95 8.1 8.0 1.0 43.1 12.5 5,100 3,347 2,080 2,623 6.3 (46) 7.8 3 93 15.1 8.2 1.0 43.2 6.7 ICB Industry : Financials ICB Sector: Real Estate Investment Trusts Principal Business: CRT is a business trust investing in retail real estate in the Asia Pacific region. Current portfolio comprises 4 retail malls in Japan. Source of all data: Company, DBS Vickers, Bloomberg Finance L.P www.dbsvickers.com sa: TW Stable portfolio with good rental reversion growth prospects Visible inorganic growth opportunities to drive trust expansion Initiate with Buy call and TP of S$1.14 First Japan retail trust. Croesus Retail Trust (CRT) offers investors a unique exposure to the Japan retail real estate sector through a capital efficient vehicle with an initial portfolio of stable and growth-oriented assets. In addition to income stability, as a Singapore listed business trust, this platform offers NAV growth potential through CRT’s ability to undertake lower risk non-speculative development activities and diversify into higher growth overseas markets in the medium term as well as prospects of asset reflation in Japan in the longer run. Singapore Research Team +65 6398 7963 research@dbsvickers.com Croesus Retail Trust (LHS) • • Derek TAN +65 6398 7966 derektan@dbsvickers.com S$ • Stable earnings with inorganic growth prospects. CRT’s portfolio is well located near transport conveniences in prefectures that are enjoying expanding per capita GDP. The trust enjoys high income certainty with a long WALE of 11.3 years and derives 44% of rental income from long term master leases with AEON. CRT commands good flexibility in tenant management to optimize tenant mix and property returns as 61.5% of leases are on fixed term lease basis and 49.4% of income comes with an in-built growth engine through its variable rent component. This puts CRT in a strong position when renewing 26.3% of its rental income over FY14-FY15. CRT has a visible acquisition pipeline of assets, 4 currently, in Japan and a right to negotiate to buy 2 assets in Shanghai and Shenyang from its strategic partner Marubeni in the medium term. When fully purchased, this could more than double CRT’s portfolio NLA. With a gearing of 43.7% vs a 60% ceiling, CRT is estimated to have debt headroom of JPY23b to fund these purchases. TP at S$1.14. CRT is currently trading at 8.0-8.2% FY14 and FY15 DPU yield. Our DCF-based TP of S$1.14 offers a total return of c28%. Our numbers have not factored in any accretion from new acquisitions. Key risks include the adverse impact of a global slowdown on economic activity and consumption in Japan. Socio-economic and political changes could also affect the competitive landscape and environment in which CRT operates. At A Glance Issued Capital (m shrs) Mkt. Cap (S$m/US$m) Major Shareholders AR Capital Pte Ltd (%) Target Asset Management (%) Free Float (%) Avg. Daily Vol.(‘000) 425 402 / 315 7.3 5.4 87.4 10,005 Company Focus Croesus Retail Trust SWOT Analysis Strengths • Exposure to the stable Japanese market. CRT has a well located portfolio that enjoys high occupancy levels. With a long WALE of 11.3 years, income visibility is also extended. • Capable management team that is led by a strong management with good track record in property and fund management. • Efficient payout ratio as a business trust, thus enabling CRT to minimise cash traps and pay higher distributions than JREITs Weakness • Capital intensive industry. Property investment is a capital intensive industry. As the Trust continues to grow its portfolio, balance sheet and capital management is one of the key strategies for management. • Non-developer Sponsor backed. In periods of intense competition for assets, absence of a developer Sponsor could mean CRT may find it increasingly difficult to obtain yield accretive assets. • Capacity to undertake development activities, with a voluntary cap of 20% of portfolio value will enable CRT to enjoy NAV growth when completed • Strong strategic partners through Marubeni and Daiwa House Group which would position the trust to benefit from their extensive networks as well as enjoy rights to negotiate for certain pipeline properties Opportunities • Structural changes in Japanese demographics consumption trends such as aging populations, would mean that retailers would need to evolve to grow. This provides the trust with opportunities in optimising its growth drivers within this operating environment. • Change in law concerning large scale shopping centres had resulted in large supply of new developments as well as opening potential for asset enhancement opportunities within the existing stock. This will likely enable landlords to be able to generate positive returns when evaluating these opportunities Source: DBS Vickers Page 2 Threats • Key risks include country and sector risks. Given CRT’s Singapore domicile but Japan asset base, any change in social, political, regulatory (incl taxation) and economic landscape in Japan, Singapore and other countries which CRT may operate in would affect CRT. Company Focus Croesus Retail Trust Trust Structure has mandated a target 20% development ceiling (of the value of the properties comprising CRT’s portfolio). Croesus Retail Trust is a business trust incorporated in Singapore under the Business Trust Act. It is established to invest in a diversified portfolio of pre-dominantly retail real estate or real estate-related assets located in the Asia Pacific region. Croesus Retail Asset Management Pte Ltd is the TrusteeManager of CRT. It is ultimately owned by Croesus Partners (80%), Daiwa House (10%) and Marubeni (10%). The initial geographic focus is Japan to create a core portfolio of stable income generating assets. This would serve as a foundation for CRT to pursue development and acquisition opportunities in the Asia Pacific region including Japan to generate long term capital value and returns. The trust deed Tozai Asset Management is the Japan Asset Manager. It is a fully licensed independent asset management company based in Tokyo. Structure of Croesus Retail Trust Evertrust Asset Management Pte. Ltd. Unitholders Holding of Units Croesus Retail Asset Management Pte. Ltd. (as trustee-manager) (5) Distributions Singapore Acts on behalf of Unitholders / Provision of management services CRT Shareholder’s loans (1) Fees 100% 100% Croesus TMK Holding Pte., Ltd. (Hold Co 1) Mangosteen TMK Holding Pte Ltd (Hold Co 2) (3) Japan 49% preferred equity Japan Asset Manager Asset management services [Croesus TMK] (4) 51% preferred equity Net property income Beneficial Ownership [Hold Co 2 – Tokyo branch(2)] Property management services Properties Property Managers Property management fees 1) The Trustee-Manager will extend loans to the Tokyo branch of Hold Co 2, as may be agreed between the Trustee-Manager and the Tokyo branch of Hold Co 2 to finance the Tokyo branch’s subscription of preferred equity in the Croesus TMK, on the terms and subject to the conditions contained in loan agreements entered into by the Tokyo branch of Hold Co 2 and the Trustee-Manager. (2) Certain criteria must be met before a TMK may treat its dividend distribution as tax deductible. One of the criteria requires 50% or more of the preferred equity to be offered in Japan. The use of the Tokyo branch to hold 51% of the preferred equity in TMK is to satisfy this criterion. (3) Hold Co 2 is Mangosteen TMK Holding Pte. Ltd. Hold Co 2 has a Tokyo branch, which will on the Listing Date hold 51% of the preferred equities in the Croesus TMK. The trust beneficiary interests (TBI) in the Properties will be held by the Croesus TMK. Hold Co 1 will on the Listing Date hold 49% of the remaining preferred equities in the Croesus TMK.(4) The Croesus TMK is Mangosteen TMK, which holds the TBI in Aeon Town Moriya, Aeon Town Suzuka, Luz Shinsaibashi and Mallage Shobu. (5) Croesus Croesus Retail Asset Management Pte Ltd. has a wholly-owned subsidiary in Japan which employs a few employees in Japan to provide administrative services for the CRT Group. Source: Company, DBS Vickers Page 3 Company Focus Croesus Retail Trust Management team Executive officers in the Trustee-Manager of CRT include Chief Executive Officer (CEO) Mr Jim Chang Cheng-Wen, Chief Financial Officer (CFO) Mr Hidenori Asai, Chief Investment Officer Mr Kiyoshi Sato, Chief Asset Management Officer Mr Shunji Miyazaki, Deputy Chief Financial Officer Mr Tetsuo Ito and Ms Hanako Tokunaga in charge of Investor Relations, Corporate Communications, Marketing and Administration. The management team has an extensive track record in sourcing, acquiring and financing retail real estate assets in the Asia-Pacific region. Their industry knowledge, relationships and access to market information is expected to provide a competitive advantage with respect to identifying, evaluating and acquiring retail real estate assets in the Asia Pacific region. Key Management Team Name Position Experience Mr Jim Chang Cheng-Wen Chief Executive Officer and Please see below under “Board of Directors” Executive Director Mr Hidenori Asai Mr Shunji Miyazaki Chief Financial Officer Chief Asset Management Officer Page 4 Mr Asai has at least 12 years of experience in the real estate industry, including 5 years as Deputy CEO of Mitsubishi Corp.-UBS Reality, Asset Manager of Japan Retail Fund (JREIT) from 2000-2005, and 2 years as Director of Diamond Realty Management, Asset Manager of private equity real estate funds specialized in retail and residential properties from 2005-2007. Mr Asai has 16 years of experience in corporate finance with First National Bank of Chicago (now JP Morgan Chase) from 1974-1990. From 1991 to 1996, Mr Asai was a partner with Yasuda Fire Brinson Partner Co. Ltd. He was a Director with SG Warburg Securities Co. Ltd from 1996-1997 and was a Director with UBS Global Asset Management Co. Ltd from 1998-1999. He speaks fluent English and Japanese. Mr Asai joined the Croesus Group in Jun 2007 as Chief Financial Officer / Chief Operating Officer. Mr Asai confirms that he is adequately familiar with the business operations, accounting systems and policies of CRT despite being employed with the Trustee-Manager for less than six months on the basis that he has been with the Croesus Group since 2007 and has been actively involved in the various aspects relating to the origination and establishment of CRT and all finance, finance reporting, compliance and risk management functions of CRT. Mr Asai graduated from Keio University, Tokyo, in 1971 with a Bachelor of Arts. He attended the business administration program from Keio Business School, Tokyo. Mr Miyazaki has 12 years of banking and securitisation experience as manager with Mitsui Trust Bank (now Sumitomo Mitsui Trust Bank) from 1986-1998. He has 13 years of real estate experience and was Senior Managing Director / Chief Planning & Financial Officer of Consonant Investment Management Co., Ltd (formerly known as LCP REIT Advisors Co., Ltd) from 2010-2011. From 2005-2007, he was the CEO of Asset Management for a J-REIT, LCP Investment Corporation (currently Invincible Investment Corporation) and was with the Consonant Investment Management Co., Ltd (formerly known as LCP REIT Advisors Co., Ltd) from 2004-2010. From 1998-2004, he was the Senior Fund Manager at Chuo Mitsui Asset Management Co., Ltd in charge of investments in real estate securitized products including J-REITs. He speaks fluent Japanese and basic English. Mr Miyazaki graduated from Hiroshima University in 1986 with a Bachelor of Economics. Mr Miyazaki joined the Croesus Group in October 2011. Company Focus Croesus Retail Trust Key Management Team (continued) Name Position Experience Mr Kiyoshi Sato Chief Investment Officer Mr Sato has 18 years of corporate finance experience, including 12 years with the Long-Term Credit Bank of Japan (now Shinsei Bank) as manager from 1987-1999, 2 years as Head of Syndicated Finance of HSBC Tokyo from 1999 to 2001 and 4 years as Director at IBK / Relationship Management of Merrill Lynch Japan from 2001 to 2005. He has 7 years of real estate experience, including 2 years as Director of an Investment Advisory Company, RISA Partners from 2005-2007, and 2 years as head of CMBS origination of Nikko Citigroup Securities from 2007-2009. During the two years at RISA Partners, a real estate asset management company associated with Grove International Plc., Mr Kiyoshi Sato was responsible for sourcing and underwriting more than 100 real estate investment opportunities, mostly derived from non-performing loan disposals by Japanese banks, as deputy head of Investment Banking Department and played a leading role to create a real estate portfolio of approximately US$2b. During the two years at Nikko Citigroup Securities, being the head of CMBS origination team, Mr Sato originated more than US$3b of non-recourse loans / bonds backed by Japanese real estate, including hotels, retail malls, offices and residential assets. Mr Sato was General Manager, Corporate Finance division of Capital Partners Securities Co., Ltd from 20092011, where he acted as advisor to several real estate funds for their capital raising efforts and restructuring of their present capital structure to resolve the issues of each client fund. He speaks fluent English and Japanese. Mr Sato graduated from Waseda University in 1987 with a Bachelor of Economics. He holds a Master of Business Administration and Diplome de l’ESSEC from Ecole Superieure des Sciences Economics et Commerciales. Mr Sato joined the Croesus Group in November 2011. Mr Tetsuo Ito Deputy Chief Financial Mr. Ito has 15 years of financing, accounting and corporate audit experience. Mr. Ito started his career at KPMG Japan in 1997 and performed financial audits and due diligence projects of major Japanese companies, mainly in the financial industry, as well as financial and corporate advisory services in various industries. During his career at KPMG Japan from 1997-2004, he dealt with a merger of two Japanese listed insurance companies having JPY6tr of total assets, as well as an acquisition of a Japanese insurance company by a US financial institution having JPY 2 trillion of total assets. From 2004-2005, he was with KPMG LLP New York and provided various audit and accounting services to US and Japanese companies. From 2006-2012, Mr Ito was a representative director of the Phoenix Accounting Group Inc. Mr. Ito has served as Deputy CFO for Croesus Japan since July 2007. Mr. Ito graduated from the University of Tokyo in 1998 with a Bachelor of Arts in Economics. Mr Ito is a Japan Certified Public Accountant with the Japanese Institute of Certified Public Accountants, a Japan Certified Tax Accountant with the Tokyo Certified Public Tax Accountants’ Association and a Certified Public Accountant with the Institute of Certified Public Accountants of Singapore. Officer Ms Hanako Tokunaga Investor Relations, Corporate Ms Tokunaga is a US CPA and has nine years of real estate experience, including two years as Investment Associate of Citi Property Investors from 2008-2010 and 5 years as Vice President / Manager of Duff & Phelps / Standard & Poor’s from 2003-2008. She and Administration spent three years as Senior Auditor of Ernst & Young from 1998-2001. Ms Tokunaga speaks fluent English and Japanese. Ms Tokunaga graduated from Cornell University in 1997 with a Bachelor of Science in Biology. She holds a Master of Accounting from the University of Southern California and a Master of Science in Real Estate from New York University. Ms Tokunaga is a Certified Public Accountant with the American Institute of Certified Public Accountants. Ms Tokunaga joined the Croesus Group in February 2010. Communications, Marketing Source: Trustee-Manager Page 5 Company Focus Croesus Retail Trust Board of Directors Name Mr David Lim Teck Leong Mr Jim Chang Cheng-Wan Position Experience Chairman and Independent Mr Lim is a director of several companies publicly listed on the SGX-ST. He is a nonexecutive director of Z-Obee Holdings Ltd, which is dual listed on the Singapore Director Exchange Securities Trading Limited and the Hong Kong Stock Exchange and also also lists its Taiwan Depository Receipts on the Taiwan Stock Exchange Corporation. He sits on the boards of private companies in Singapore, Indonesia and Thailand in nonexecutive and independent capacities and on the executive committees of several private equity investments. Mr Lim is the founder of David Lim & Partners LLP and has been the Managing Partner since 1990. He began his career at Rodyk & Davidson in 1982 with a focus in commercial litigation, corporate finance, restructuring and mergers & acquisitions up till 1989. Mr Lim previously lectured at the Institute of Banking & Finance from 1999 to 2000 and tutored at the Faculty of Law, National University of Singapore from 1992 to 1994. He was a council member of the Law Society of Singapore. Mr Lim is an honorary legal adviser (for David Lim & Partners LLP) of the Singapore Physiotherapy Association. He graduated from King’s College London in 1980 with a Bachelor of Laws and obtained his professional qualification as a barrister from Gray’s Inn, London in 1981. Chief Executive Officer and Mr Chang is the Chairman and co-founder of Croesus Merchants in February 2010 and Croesus International Inc in August 2004 with over 10 years of Asian real estate experience. He is a Taiwanese citizen, currently residing in Tokyo, Japan. He is fluent in Japanese, English, Mandarin, Taiwanese and Hokkien. Mr Chang began his career in 1990 negotiating sea port control rights, airline landing rights and strategic investments with foreign governments on behalf of the Evergreen Group. He rose to become Managing Director of the Group’s investment activities in 2001. From 19972005, Mr Chang led in the investments and management of Evergreen’s interests in real estate, transportation and infrastructure across Asia with extensive experience in managing Evergreen’s Asian hospitality, office and logistics real estate businesses. He has been on the Advisory Board or an Advisor to leading Asian institutions and organizations, notably Taiwan High Speed Rail Corporation (2004-2010) and Evergreen (2007-2011) From 2007-2010, he managed a US$500m residential real estate fund in Japan for Citi Property Investors. He partnered with and advised world class players on their acquisition strategy for two real estate portfolios totalling over US$2b of Asian hospitality assets in 2006. Mr Chang has a Bachelor of Arts in International Studies from Temple University (Pennsylvania, USA). Executive Director Mr Eng Meng Leong Independent Director, Chairman of Audit and Risk Committee Page 6 Mr Eng is currently a non-executive director of HSR Global Ltd, Libra Group Ltd and Kreuz Holdings Ltd. Mr Eng was previously an executive director with KPMG Tax Services Pte. Ltd and also served as the head of financial services in the tax practice. He joined KPMG Tax from 1984-2009 and has been involved with taxation for 25 years. His experience in taxation covers Singapore, Malaysia, Hong Kong and the United Kingdom. The taxation work he has undertaken includes compliance, advisory, due diligence reviews and structuring/planning for mergers, acquisitions, takeovers, IPOs, in-bound and out-bound investments/projects and corporate finance matters. He has also been involved in investigations, reviews/implementations of compliance systems and making representations to the authorities for tax incentives and advance rulings. Mr Eng worked in London for about 9 years prior to joining KPMG in Singapore. Mr Eng is a consultant for the Kong Siang group of companies. He was admitted in 1982 as an associate member of the Institute for Chartered Accountants of England and Wales and is a member of the Institute of Certified Public Accountants of Singapore and an Accredited Tax Advisor of the Singapore Institute of Accredited Tax Professionals Ltd. He completed a Foundation Accountancy Course at South Bank Polytechnic, London, United Kingdom in 1975. Company Focus Croesus Retail Trust Board of Directors (continued) Name Position Experience Mr Quah Ban Huat Independent Director and Mr Quah is currently a non-executive director of AP Oil International Ltd, Primeur Holdings Pte. Ltd., Primeur Cellars Pte. Ltd. and Ennea Resources Pte. Ltd. Heis also the founder and President of PRYME (Potential Realised in Youth through Mentoring and Education), a charitable organisation for less privileged children. From 2006-2011, he was the Chief Financial Officer for Rickmers Trust Management Pte. Ltd., trusteemanager of Rickmers Maritime and was responsible for finance, accounting, investor relations and capital markets. Mr Quah was involved in the IPO and successfully listed Rickmers Maritime on the SGX in 2007 and also spent over a year leading and completing its creditor restructuring. Prior to this, Mr Quah has held various key finance positions including regional Business Area Controller at Deutsche Bank from 1997-2000, Group Finance Director of the IMC Group from 2000, which holds, among others, interest in transportation, real estate and natural resources and Chief Financial Officer of City Gas Pte. Ltd from 2005-2006. Mr Quah has more than 20 years of experience in investments, finance and accounting, including fund raising, listing and initial public offerings, debt financing, restructuring and tax planning. He is a member of the Institute of Chartered Accountants in England and Wales and a fellow member of the Association of Chartered Certified Accountants. member of the Audit and Risk Committee Mr Yong Chao Hsien Jeremy Non-Executive NonIndependent Director Mr Yong is currently a director of Croesus Group Pte. Ltd., Croesus Merchants International Pte. Ltd., Croesus Partners Pte. Ltd. and Evertrust Asset Management Pte. Ltd. He is a director of Jael Capital Ltd, a company incorporated in the British Virgin Islands. Mr Yong is the group managing director of, and co-founded Croesus Merchants in February 2010. He oversees and is responsible for all corporate operations and strategic development of the real estate business of Croesus Merchants International Pte. Ltd. He is responsible for the development and listing preparation of CRT, including sourcing, evaluating and negotiating acquisition terms and conditions for retail assets suitable for the initial and pipeline portfolio of CRT. He will oversee and advise the designated management team of the Trustee-Manager and all advisor relationships in the listing of CRT. From 2002-2009, Mr Yong was the managing director and co-founder of Jael Capital Ltd, a privately owned investment vehicle, where he oversaw and was responsible for managing the company’s investment strategy and portfolio in equities, global markets, foreign exchange and real estate. From 2000-2001, Mr Yong was the managing director of ICG Asia (715.HK) and ICG Japan. ICG Asia was a private equity technology investment company listed on the Stock Exchange of Hong Kong. From 1996-2000, Mr. Yong was a private equity investment professional and prior to that from 1994-1996, he was a banker at JP Morgan Singapore. Mr Yong graduated from the London School of Economics, U.K. in 1991 with a Bachelor of Science (Hons) in Industrial and Business Economics. Source: Trustee-Manager Page 7 Company Focus Croesus Retail Trust Organisation Structure of the Trustee-Manager Board of Directors Mr David Lim Teck Leong (Chairman and Independent Director) Audit and Risk Committee Mr Jim Chang Cheng-Wen (Executive Director) Chairman: Mr Eng Meng Leong Member: Mr Quah Ban Huat Mr Eng Meng Leong (Independent Director) Member: Mr David Lim Teck Leong Mr Quah Ban Huat (Independent Director) Mr Yong Chao Hsien Jeremy (Non-Executive Director) Chief Executive Officer Mr Jim Chang Cheng-Wen Chief Asset Management Officer Chief Financial Officer Chief Investment Officer Mr Shunji Miyazaki Mr Hidenori Asai Mr Kiyoshi Sato Deputy Chief Financial Officer Investor Relations Manager and Financial Controller Mr Tetsuo Ito Ms Hanako Tokunaga Source: Trustee-Manager Page 8 Company Focus Croesus Retail Trust Ownership Structure of Trustee Manager The Trustee-Manager, Croesus Retail Asset Management Pte Ltd, is owned by Evertrust Asset Management Pte Ltd, which in turn is 80% held by Croesus Partners (a JV between the Sponsor and JM Capital), 10% by Marubeni and the remaining 10% by Daiwa House. Sponsor The Sponsor of CRT is Croesus Merchants International Pte Ltd. It is part of the Croesus Group which commenced operations in 2005. The Croesus Group started in Japan and now has spread its footprint into China, Singapore and Taiwan. Croesus Group is an independent Asian based private investment firm that has been involved in real estate management and strategic business advisory since its formation. Between 20072010, the Croesus Group managed a US$500m residential real estate fund in Japan for Citi Property Investors. The group also advised on various real estate, transportation, infrastructure and hotel investments in Asia. The Sponsor is beneficially owned by Mr Jim Chang ChengWen (51%) and Mr Yong Chao Hsien Jeremy (49%). Both have extensive experience in Asian and Japanese real estate including corporate finance, private equity investments and real estate as well as across various industries. The Sponsor and JM Capital, a company wholly owned by Mr Masaharu Kodaka, respectively own 80% and 20% respectively of Croesus Partners. Mr Kodaka is highly distinguished and respected in Japanese banking, corporate and real estate circles. He spent almost 40 years at the Chuo Mitsui Trust & Banking Co Ltd of Japan and has been involved in the listing of no less than 7 J-REITs worth in excess of JPY300b. The Trustee-Manager will be able to leverage on he Sponsor’s and Mr Kodaka’s knowledge, experience and relationships in Asia and Japan for the development of CRT. The Strategic Partners Daiwa House and Marubeni are strategic partners of Croesus Retail Trust. To demonstrate the commitment of the strategic partners, Daiwa House will contribute two completed retail properties – AEON Moriya and AEON Suzuka to the initial portfolio (22.5% of value) while Marubeni will contribute one completed property – Luz Shinsaibashi (9.8% of portfolio value). In addition, a voluntary ROFR will be provided by Marubeni over any sale of its current and future predominantly retail real estate assets located in the Asia Pacific region ex Japan. The pipeline under the ROFR currently includes its interests in two pre-dominantly retail development projects in Shenhe, Shenyang and in Jiading, Shanghai. A voluntary ROFR will also be provided by Daiwa House in respect of any sale of its future pre-dominantly retail real estate assets located in the Asia Pacific region. Daiwa House and Marubeni will own indirectly 10% each in the Trustee-Manager. Daiwa House is one of Japan’ leading housing companies, retail property developers and real estate business conglomerates. It was listed in 1959 on the Tokyo Stock Exchange. As at Dec 2011, it has 77 branches and 10 factories throughout Japan as well as operational footprints in China, Taiwan, US and Australia. It has a wide range of businesses from construction, renovation and property sales across single family houses, rental housing, condominiums, existing homes (renovations and real estate agencies), commercial facilities, logistics and business corporate facilities, resorts, hotels and sports facilities. The total investment of Daiwa House from FY2008-2010 amounted to JPY462b of which JPY338b was invested in Japan real estate and JPY20b and JPY34b for its overseas business and merger and acquisition activities. Marubeni is one of Japan’s largest general trading companies. It was listed in 1950 on the Tokyo Stock Exchange. As at Dec 2011, Marubeni has 119 offices across 69 countries. As a group, Marubeni is involved in the provision of a broad range of products and services across various industries such as food materials, food products, textiles, materials, pulp and paper, chemicals, energy, metals and mineral resources, transportation machinery and offshore trading. It is also extensively involved in a wide range of real estate businesses such as real estate management, development and construction in Japan with a growing presence in China and South East Asia. Since 2000, Marubeni has developed 15 retail properties in Japan with 3 retail properties currently planned or under construction in China. Japan Asset Manager Tozai Asset management Co Ltd is the Japan asset manager for CRT. It is a fully-licensed independent asset management firm registered to engage in the investment advisory business and discretionary investment management business under the FIEL. It has been appointed by the Croesus TMKs to ensure effective and efficient management of their portfolio. Tozai is an integrated real estate company specializing in the origination, development and management of real estate assets throughout Japan. It will be the sole real estate asset management company providing investment and asset management services to Croesus TMKs. It will also facilitate the acquisition and disposition of real estate assets by the Croesus Page 9 Company Focus Croesus Retail Trust TMKs by acting on their behalf. Tozai strives to create value for investors, partners and tenants of properties under its management. It creates value through meticulous market research, focused acquisition strategies, innovative financing and solutions based asset management, enhancement and repositioning. It takes a collaborative approach with tenants using certain long term strategies to realize above market occupancy and a reversion to market rental rates over time. Tozai is incorporated in Japan and has a current paid up capital of S$15.7m. It has built its asset management business in Japan by turning challenges into opportunities and has developed a reputation as one of Japan’s leading integrated real estate companies. As at Apr 2012, it serves as asset manager to over 25 SPVs (self originated and third party mandates) with current total assets under management of over US$3b. Since its establishment, Tozai has developed in-house expertise in asset management, development, project management, renovation, and refurbishment, due diligence, financial structuring, branding, event planning and design as well as a strong infrastructure including multi-lingual and multi-currency financial reporting systems. Structure of Ownership in Trustee-Manager, Croesus Retail Asset Management Pte Ltd 20% Marubeni Croesus Partners Daiwa House 10% JM Capital Kabushiki Kaisha (JM Capital) Sponsor 80% 10% 80% Evertrust Asset Management Pte Ltd 100% Croesus Retail Asset Management Pte Ltd Management Fees Cr oesus Retail T r ust Management Services Structure of Japan Asset Manager and Property Managers P r operties AEON Town Moriya AEON Town Suzuka Luz Shinsaibashi Mallage Shobu Property Managers AIM Create Co Ltd AIM Create Co Ltd Marubeni Community Co Ltd Sojitz Realnet Corporation Property Management Fees Property Management Services TBIs in respect of the properties Net Property Income Ownership Asset Management Fees Cr oesus Retail Trust Croesus TMKs Tozai Asset Management Pte Ltd Asset Management Services Source for both charts: Trustee-Manager Page 10 Japan Asset Manager Company Focus Croesus Retail Trust Fee Structure CRT fees are in line. The fee structure of CRT is similar with that of other S-REITs / property trusts and includes (i) fees payable to the Trustee-Manager (ii) fees payable to Japan Asset Manager (iii) acquisition/divestment fees and (iv) development and project management fees. Fees payable to the Japan Asset Manager, Tozai Asset Management under the servicing and administrative fee agreement, is deducted against the TrusteeManager fees. The Trustee-Manager has elected to receive 80% of the management Fee net of the Tozai Asset Management Servicing fee in the form of units for FY14F and FY15F. Trustee-Manager Fee as a % of Total Property Value Based on our estimates, CRT fees payable as a component of total property values is at 0.8%, which is in the line with fees paid by other S-REITs. Source: Various Companies’ Annual Reports, DBS Vickers 0.9% CRT AiT 0.8% 0.7% 0.6% FCOT Kreit Suntec CRCT SGReit CMT Areit MCT 0.4% 0.3% MLT FCT 0.5% MINT Cache CDLHT Preit Cambridge ART PCRT CCT 0.2% Fees payable to the Trustee-Manager of Croesus Retail Trust Fee Type Payable to Payment Mode Description Management Fee Trustee-Manager Cash/Units Base fee calculated at a rate of 0.6% of the value of the Trust Property (up to a JPY 100b in property value, if value is greater than JPY 100b, fees will be 0.5%). Performance fee calculated at a rate of 3.0% of net property income. The Management Fee to be received by the Trustee-Manager will be partly offset by the Tozai Asset Servicing and Administrative Fee to be paid by the Croesus TMKs directly to the Japan Asset Manager under the Asset Management Agreements. It is assumed that 80% of the Management Fee net of the Tozai Asset Servicing Fee will be paid in the form of units for FY14F and FY15F. Acquisition Fee Trustee-Manager Cash/Units Payable based on 1.0% of (i) the acquisition price of any real estate purchased, whether directly or indirectly through one or more TMKs (ii) the underlying value of any real estate which is taken into account when computing acquisition price or (iii) in the case of an acquisition of the contractual interest pursuant to a tokumei kumiai agreement, the underlying value of the Real Estate which is taken into account when computing the acquisition price payable (iv) the acquisition price of any other asset forming a part of the Trust Property acquired by the Trustee-Manager on behalf of CRT The Trustee-Manager will receive an acquisition fee for the acquisition of the properties comprising of (i) the agreed purchase price of the completed Retail Properties being JPY 502m or S$6.6m. Divestment Fee Trustee-Manager Cash/Units Payable based on 0.5% of (i) sale price of real estate sold or divested (ii) in the case of a divestment of the contractual interest pursuant to a tokumei kumiai agreement, the underlying value of the real estate which is taken into account when computing the sale price payable for the divestment of such contractual interest or (iii) the sale price of any other asset forming a part of the Trust Property sold or divested by the Trustee-Manager on behalf of CRT. Page 11 Company Focus Croesus Retail Trust Fees payable to the Trustee-Manager of Croesus Retail Trust (continued) Development Management Fee Trustee-Manager Cash 3.0% of the total costs of development (excluding cost of land, interest on capital cost or development loans during the development period and the cost of money required to carry out the development) of any development, redevelopment, refurbishment, retrofitting, additional and alteration or renovation works to the relevant property. Asset Management fees Payable to Japan Asset Manager Cash (by relevant Croesus TMKs) and credited against the fees payable to the Trustee-Manager The Japan Asset Manager is entitled to asset management fees comprising an asset servicing and administrative fee, acquisition and disposition fee. The asset servicing and administration comprises (i) Property Operation Management Fee: Market Value of the TBI x 0.075% where the Market Value of the TBI is measured as the prevailing value of the TBI held by Croesus TMK, determined by an independent valuer. (ii) Incentive Fee: Net Property Income of the TBI x 0.045%. (iii) Deposition Fee: The disposition fee through the sale price of the TBI (excluding consumption tax) x 0.14%, payable by the relevant Croesus TMK within 30 days of the invoice date and which shall not be refunded in any event. The Tozai Asset Servicing and Adminstration Fee (Fees to the Japan Asset Manager) will partly offset the Management Fee paid to the Trustee-Manager so as to reduce the Management Fee paid to the Trustee-Manager. The Deposition Fee payable to Japan Asset Manager will also partly offset the Divestment Fee paid to the Trustee-Manager. Property Manager’s Fees Payable to relevant Cash Property Managers Source: Trustee-Manager Page 12 Aeon Town Moriya Aeon Town Suzuka Luz Shinsaibashi Mallage Shobu JPY300,000/mth JPY300,000/mth 2.0% of monthly Gross Rental Income Base Fee: 9.5% of monthly Gross Rental Income Incentive Fee: 30% of annual Net Operating Income in excess of an agreed amount. Company Focus Croesus Retail Trust Competitive Strengths CRT’s key objective are to deliver a competitive return on investment to unitholders through growing distributions on a regular basis and long term capital value appreciation of its portfolio of assets. The initial portfolio is located in Japan in order to create a core portfolio of stable income generating assets. This would serve as a foundation for CRT to pursue development and acquisition opportunities in the region including Japan, to generate long term capital value appreciation and returns. CRT’s principal investment strategy is to invest in a diversified portfolio of pre-dominantly retail real estate assets located in the Asia Pacific region. Summary of CRT’s Growth Strategies Strategies Asset enhancement strategy This will involve actively managing its property portfolio in Japan with an objective to maximize returns while maintaining a stable recurring income to CRT. This is achieved through prudent control of property expenses, active leasing and marketing of any vacancies and expiring leases, programmes for regular maintenance of building structures, asset refurbishment and enhancement projects to increase the competitive positioning of the properties of CRT. Regional Growth Strategy This will involve actively pursuing acquisition opportunities, including the pipeline available under the voluntary ROFRs provided by the Croesus Group and the strategic partners. In evaluating potential acquisition opportunities, it will focus on criterias such as i) yield thresholds above CRT’s cost of capital ii) occupancy and tenant diversification. In addition, tenant credit quality, rental rate and occupancy trends will also be evaluated prior to the acquisition of the new properties iii) markets with both stable and high growth potential and properties in strategic or prime locations that are close to public transportation and proximity to highly populated areas iv) value-adding opportunities where there is potential to increase occupancy rates and improve value through active property management v) geographical diversification that improve the geographical diversity of CRT’s portfolio vi) tax and regulatory implication of the jurisdiction in which these prospective retail assets are located. The potential to add value through selective renovation or other enhancements will also be assessed including maintenance, repairs and capital expenditure requirements. Capital and risk It will endeavour to optimise CRT’s capital structure and apply appropriate risk management and finance strategies to maximise the risk-adjusted returns to Unitholders. This includes optimising the mix of debt and equity used to finance investment in future properties. Under the Trust Deed, CRT is permitted to borrow up to 60% of the value of the Trust Property of CRT at the time the borrowing is incurred, taking into account deferred payments of CRT. It intends to adopt an active financing cost management policy to manage the risks associated with changes in financing costs on any future facilities while also seeking to ensure that CRT ongoing cost of debt capital remains competitive including accessing the debt capital markets to secure longer term funding options in a more cost-efficient manner. In addition to its debt strategy, it will capitalise on opportunities to raise additional equity capital for CRT through the issuance of additional Units, if CRT has an appropriate use for such proceeds. For future overseas acquisitions, it may adopt currency risk management strategies including the use of JPY denominated borrowings to match the currency of the underlying asset investment and its revenues as a natural currency hedge, using cross currency swaps to hedge JPY denominated net asset position of CRT, entering into forward contracts to hedge CRT's distribution income so as to minimise any foreign exchange risk to Unitholders. CRT may hedge at least 80% of each semi-annual cash flow distribution with a foreign exchange forward contract. management strategy Disciplined Development Strategy It intends to pursue an opportunistic approach to acquiring or investing in development projects that has the potential to achieve the fullest use of a property while mitigating construction and leasing risks and short term dilution of yield from any additional capital raised for the purpose of the development project. It will be actively involved in the overall design and planning phases of each development project taking into consideration the potential to optimise tenancy mix. It does not intend to undertake any speculative developments, and will only undertake a development project if it meets the trust’s investment criteria. It has the option of outsourcing the construction and project development of any development activities to third parties or tap the development experience of the Strategic Partners. In the future, if the property has reached a stage that affords limited scope for income growth, it may be considered for sale and proceeds from such sale to be reinvested in new properties with better potential for growth. Even though there are no restrictions limiting development activities under the Business Trust Act, in accordance with the Trust Deed, the total contract value of property development activities undertaken and investments in uncompleted property developments by CRT shall not exceed 20% of the value of the Trust Property. Source: Trustee-Manager Page 13 Company Focus Croesus Retail Trust Property Portfolio Location of Croesus Retail Trust’s Portfolio of Initial Properties and Acquisition Pipeline Source: Trustee-Manager Page 14 Company Focus Croesus Retail Trust Property details Property (1) Vendor Prefecture Year of Completion Net Lettable Area Gross Floor Area Carpark Lots (sqm) (sqm) Occupancy Rate Number of Tenants (%) WALE by NLA (2) Appraised Value (Years) (JPY) (S$) (JPY) Purchase Consideration (S$) Aeon Town Moriya Daiwa House Aeon Town Suzuka DH Retail Two GK Luz Shinsaibashi Kaihatsu YK Mallage Shobu TMK Shobu Project Saitama Nov-08 66,732 104,603 3,742 2,320 (out of site) Portfolio - Ibaraki Jun-07 68,047 65,504 1,888 Mie Jun-07 43,501 41,563 1,900 Osaka Sep-09 2,342 2,501 4 (out of site) 100 1 master lessee, 112 (4) sub-tenants 14.5 12,800.0m 163.3m 12,154.0m 100 1 master lessee, 40 (4), (6) sub-tenants 14.5 8,790.0m 112.1m 8,439.0m 100 4 100 (7) 243 100.0 399 9.2 9,380m 119.7m 9,021.0m 6.1 21,500.0m 274.3m 20,584.0m 11.3 52,470.0m 669.4m 50,198m 155m 107.7m 115.1m 262.2m 640.4m 180,622 214,171 9,854 (8) (1) The vendor of Aeon Town Moriya is Daiwa House, a strategic partner of CRT. The vendor of Aeon Town Suzuka is DH Retail Two GK, the operator of the tokumei kumiai investment which is, inter alia, owned by Daiwa House. The vendor of Luz Shinsaibashi is Ebisubashi Kaihatsu TMK, the preferred equity of which is owned by Marubeni. The vendor of Mallage Shobu is TMK Shobu Project, which is owned by Sojitsu and is a third-party vendor which is not related to the Sponsor or the Strategic Partners. Aeon Town Suzuka is legally owned by DH Retail Two GK under a tokumei kumiai or “silent partnership” investment structure. [In addition to [DH Retail Two GK] which the Trustee-Manager has been dealing and negotiating with on the relevant purchase and sale agreements, there may be other minority investors in the tokumei kumiai investment. None of these minority investors are related to the Trustee-Manager, the Sponsor, the Strategic Partners, or any of the directors or controlling shareholders of the Trustee-Manager or the Sponsor.] (2) The Properties were assessed by the Independent Valuers as at 31 March 2013 (3) Excluding a separate 34.0 sq m section attached to the building. (4) Security deposits have been obtained from the master lessee to mitigate the risks of its non-payment or financial failure. In addition, with respect to Aeon Town Moriya and Aeon Town Suzuka, if the master lease agreements are terminated due to the failure of the master lessee to pay rent, the relevant trustee of such Property (being the master lessor) may succeed the contractual position of the master lessee as sub-lessor under the sub-lease agreements. (5) Excluding a separate 31,769.6 sq m section attached to the building. (6) Security deposits have been obtained from the master lessee to mitigate the risks of its non-payment or financial failure as set out below: (i) Aeon Town Moriya: approximately JPY 466 million (equivalent to six months’ rent); and (ii) Aeon Town Suzuka: approximately JPY 165 million (equivalent to three months’ rent). Aeon Town Suzuka is master leased to Aeon Town, which is a wholly-owned subsidiary of [Aeon Co., Ltd.], and one of Japan’s leading shopping mall developer and operator with approximately [106] shopping centres nationwide. [Aeon Co., Ltd.] is listed with a market capitalisation of approximately JPY [881] billion (as of [21 March 2013]) and a S&P credit standing of [“A-”] from Standard and Poors (as of [March 2013]). [To be updated] Therefore, on the basis of the operating track record, listed status and good credit standing of [Aeon Co., Ltd.], the Trustee-Manager believes that the three months’ security deposit quantum is commercially reasonable. Moreover, CRT is acquiring Aeon Town Suzuka from DH Retail Two GK (the operator of the tokumei kumiai investment which is, inter alia, owned by Daiwa House) who is the current vendor who acquired the property as a commercially package deal from the previous vendor without negotiating the quantum (in terms of months) of the security deposit for the property. (7) The entire floor area of Mallage Shobu will be leased to GK CRT Shobu. GK CRT Shobu will sub-lease the Property to the existing tenants upon obtaining consents of the existing tenants and will enter into sub-lease agreements with new tenants. The rent from the tenants will be paid directly into the property trustee’s account which is held on trust for the benefit of the Croesus TMK as beneficiary of the TBI. The shareholder of GK CRT Shobu is Japanese ippan shadan hojin (“ISH”) established by the Sponsor and the holder of the voting rights in the ISH is a certified public accountant retained by the Trustee-Manager, to which the TrusteeManager will have practical but not legal control. (8) Weighted by NLA of the Properties. Source: Trustee-Manager Page 15 Company Focus Croesus Retail Trust Stability and growth Croesus Retail Trust (CRT) offers investors a unique real estate opportunity for exposure to Japan, the second largest retail market in the world, ranking behind the US. With over 60% of its GDP derived from private final consumption and annual retail sales of over JPY130tr over the past decade, Japan remains one of the largest and most lucrative retail markets in the world. In addition to income stability from its initial portfolio of stable and growth-oriented assets, as a Singaporelisted business trust, CRT’s value proposition is a capital efficient platform that can provide potential earnings while visible pipeline of retail properties provide a clear inorganic growth potential. A carefully chosen portfolio that offers stability and growth. CRT’s portfolio of assets comprises 4 assets with a total 180,622 sqm of NLA. They are located largely in the Kanto region (62%) of Ibaraki and Saitama and the remaining 38% in the Kinki region of Osaka and Mie. Breakdown of Portfolio by Location Mallage Shobu is the largest asset, accounting for 41% of portfolio value and contributes 42%-44% of FY14F and FY15F net property income. The bulk of the remaining portfolio is well split with regional malls such as Aeon Town Moriya and Aeon Town Suzuka, accounting for c26% and 18% of net property income, with the remaining from Luz Shinsaibashi (14% of net property income). Breakdown of Portfolio by Asset Value and NLA by N LA by Value Aeon Town Moriya 24% Mallage Shobu 37% Aeon Town Moriya 38% Mallage Shobu 41% Aeon Town Suzaka 17% Luz Shinsaibashi 1% Aeon Town Suzaka 24% Luz Shinsaibashi 18% Source: Trustee-Manager NPI Contribution by Assets Osaka, 17% 100% 75% 14% 14% 18% 18% 26% 26% Saitama, 41% Mie, 18% 50% Luz Shinsaibashi Aeon Suzuka Aeon Moriya Mallage Shobu 25% 42% 44% 14F 15F 0% Ibaraki, 24% Source: Trustee-Manager Source: Trustee-Manager The properties are located in the rapidly urbanizing Greater Tokyo region, which are enjoying both per capita GDP and population growth, thus providing resilience and support to the consumption expenditure. GDP per Capita by Prefecture (USD) US$/capita Well located portfolio, highly accessible to transport conveniences. A number of CRT’s properties are well-located within walking distance to major transport conveniences. The good accessibility should attract strong shopper footfalls, particularly those at popular stations or major interchanges such as Luz Shinsaibashi. 80000 70000 Distance of Properties from Nearest Transport Facilities 60000 Property Aeon Town Moriya 50000 40000 Aeon Town Suzuka 30000 20000 Mallage Shobu 10000 Nationwide Saitama 0 2002 2003 2004 Tokyo Chiba 2005 Source: CBRE, Japan Cabinet Office 2006 Ibaraki Mie 2007 2008 2009 Luz Shinsaibashi Source: CBRE, DTZ Page 16 Transport Facilities Distance Moriya Station, Tsukuba Express, 7min walk Kanto-Joso Line Hiratacho Station, Kintetsu 20min walk Suzuka Line Kuki Station, JR Utsunomiya Line 7km Kitamoto Station, JR Takasaki Line 10km Namba and ShinsaibashiStations, Few mins subway Midosuji Line walk Company Focus Croesus Retail Trust The portfolio will be acquired at a 4.3% discount to valuers’ valuation or JPY52,450m. This translates to an average 6.4% NPI yield. At a 554bps spread over the Japan risk free rate (currently at c0.87%), this provides one of the highest yield gaps amongst mature Asian regional markets. Furthermore, as these assets were bought at a discounted value, there is potential upside in book values, when the assets are revalued to market levels. Breakdown by GRI and NLA (Without Master Lease) NPI Yields by Property Source: Trustee-Manager 8.0% 7.0% 6.7% 6.4% 6.2% 6.0% 4.8% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% Mallage Shobu Aeon Moriya Aeon Suzuka Luz Shinsaibashi In addition, its top 10 tenants generate some 60.5% of its rental income base. This is largely anchored by master lessee Aeon which makes up c38.5% of its gross rental income. Aeon is the master lessee for Aeon Town Moriya and Aeon Town Suzuka with a remaining 14.5-year standard lease term till 2027 for both properties. Source: Trustee-Manager Top 10 Portfolio Tenants Retail Cap Rate Spread in Asia 7.0% NOI Yield (2H12) Tenant Property Aeon Town Aeon Town % NLA % GRI - 61.8% 38.5% Home furnishing, 3.8% 2.2% 2.8% 2.0% Moriya 10Y Govt Bond Yield 6.0% Trade Sector Aeon Town 5.0% Suzuka 4.0% Nafco 3.0% Mallage Shobu home centre 2.0% 1.0% 109 0.0% Cinemas Mallage Shobu Entertainment Himaraya Mallage Shobu Sporting goods 1.7% 1.7% York Mart Mallage Shobu Food 1.6% 2.0% High occupancy level of 100%. CRT’s portfolio offers a stable income platform with high take up rate of 100% as of Dec12 and a weighted average lease to expiry of 11.3 years. It derives 38% of its gross rental income from its master lease with Aeon. Meanwhile, its remaining tenant mix is diversified, comprising of fashion, F&B as well as entertainment and services and events. Nojima Mallage Shobu Home electronics 1.5% 0.9% Academia Mallage Shobu Books, stationery 1.3% 0.8% Sanki Mallage Shobu Fashion 1.1% 0.8% Play Land Mallage Shobu Entertainment 0.9% 2.7% H&M Luz Shinsaibashi Fashion 0.8% 9.0% 77.2% 60.5% Breakdown by GRI and NLA (With Master Lease) High flexibility in managing tenant mix. The majority of CRT’s leases are fixed term lease structures and this provides the Trustee-Manager with the ability to manage its portfolio to optimize occupancy and rents. Leases in Japan are typically structured on a standard or fixed term lease basis. A standard lease provides security of tenure to the tenant upon expiry of lease as the tenant can opt to stay and renew the lease at market rates or relocate while fixed term lease structures are for the duration of the lease and tenants do not have the security of tenure to stay if the landlord does not wish to renew the lease. Tokyo HK Source: Trustee-Manager Spore Shanghai Seoul Top Ten Tenants Source: Trustee-Manager Source: Trustee-Manager Page 17 Company Focus Croesus Retail Trust Indicators of Key Drivers for the Retail Sector Breakdown of Portfolio Lease Structure Standard Lease, 38.5% Fixed Term Lease, 61.5% Source: Trustee-Manager In addition, it derives 49.4% of its rental income from a variable component. With such a high degree of flow-through of income growth to bottomline, we believe it would incentivise the asset manager and Trustee-Manager to continue driving shopper footfalls and improving tenant sales. This would enhance the value of the property in the long run. Breakdown of GRI by Rent Type Guranteed Min, 33.6% Fixed, 50.6% Variable, 49.4% Other Variable, 15.8% Indicator DI for Current and Future Economic Conditions GDP and PerCapita GDP Outlook Improving Impact on Retail Sector Moderate Outlook may improve consumer's sentiment Improving Consumer Confidence Improving Income Level & Disposable Income Improving Unemployment Rate Improving Higher per-capita GDP indicates higher purchasing power and propensity to consume Strong indicator for retail sales and seen in improved sales in department sales Household income has remained steady, indicating that consumption patterns are stable Lower unemployment rate signals a possible recovery in consumption and retails sales Source: CBRE, DBS Vickers While the outlook offers much promise, private consumption has remained relatively resilient and unemployment levels fairly stable. This has resulted in a relatively stable retail market in Japan, despite the deflationary environment over the past few years. Japan Avg Monthly Income and Consumption Expenditure (Workers’ Household) 600 62.00% JPY'000/mth 61.50% 500 61.00% 400 Source: Trustee-Manager 60.50% 300 60.00% 200 Retail market outlook Improving socio economic outlook positive for retail sales. Japan has been in a deflationary environment over the past couple of years and overall retail sales growth has been fairly weak. However, recent policy measures aimed at reflating the economy by the newly elected government – The Liberal Democratic Party (LDP) has injected in much optimism in the outlook. At this moment, macro socio-economic indicators that are expected to influence the retail sector showing improvements, coupled with policy measures aimed at performance of retail market is expected to show a steady uptrend in the coming years. Page 18 59.50% 100 59.00% 0 58.50% 2002 2004 2006 2007 2008 2009 2010 2011 Consumption Expenditure Surplus Non Consumption Expenditure Consumption Ratio Source: Japan Ministry of Internal Affairs and Communications Looking ahead, consumption trends in Japan continue to evolve, in line with changing consumer needs due to an aging population and other factors. More innovative retailers are evolving by adapting retail formats and product lines to target or create new market segments offering the greatest possibilities. As such, shopping centres, with their larger format concepts and general merchandising services have the flexibility in strategizing tenant mix to suit the customer needs. Thus, the share of shopping centre sales as a percentage of total retail sales has remained relatively unchanged over the past few years. Company Focus Croesus Retail Trust Shopping Centre Sales vs Total Retail Sales JPY'Trillion 21.0% turn, could lead to cap rate compression and potential for NAV growth for CRT, going forward. 20.5% 120 100 20.0% 80 Total Number of Retail Stores and Floor Space 1972 2007 million' sqm Number of stores 20 JPY/Tsubo/Month 50000 Nationwide Osaka Saitama Chiba Number of Shopping Centre Openings City Centre 120 Peripheral area Suburbs 100 80 68 60 39 40 43 54 56 0 18 9 7 2001 65 60 17 20 Tokyo Ibaraki Mie 2007 Source: METI, DBS Vickers 27 Historical Shopping Centre Rents 2001 - 2010 2004 0 2002 Rents bottomed out in 2011. The nationwide average rent for shopping centres has been on a declining trend since 2006. In 2010, rents continued to decline by another 7% yoy as a result of the sluggish economy, coupled with the huge number of new completions in 2007 and 2008. However, the negative trend is expected to reverse on the back of improving economy and more subdued new supply. In major cities like Tokyo and Osaka, rents have started to see modest improvement since 2010, while Mie and Chiba registered greater increases. CBRE believe that rents have bottomed out in 2011 and should stabilise going forward. 40 1999 Source: CBRE, DBS Vickers 60 1997 % of SC to Total retail sales 1994 Other Sales 1991 Shopping Center (SC) Sales 1988 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 100 80 1985 18.5% 0 120 1982 20 160 retail floor space (RHS) 140 1979 19.0% no. of stores opening (LHS) 1976 40 2000 1800 1600 1400 1200 1000 800 600 400 200 0 1974 19.5% 60 1972 160 140 14 14 13 15 8 10 10 9 9 2002 2003 2004 2005 2006 34 24 23 10 16 17 16 11 8 2007 2008 2009 2010 Source: Trustee-Manager, DBS Vickers 40000 Furthermore, with cap rate spreads close to recent highs, we believe there is room for cap rate compression as financial market conditions improve. 30000 20000 10000 Benchmark Cap Rates Spread Trends 0 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Source: JCSC, DBS Vickers bps Grade A office Multifamily Residential Suburban Retail 700 600 Demand-supply dynamics remain positive, potential for cap rate compression. Over the next few years, we believe there is likely to be a significant decline in new large scale shopping centre completions. Following the strong spate of new shopping centre developments pre-2008, the Japanese government had imposed stricter rules on acquisition of large scale development sites to regulate shopping centre supply in 2008. As a result, new completions saw a decline from a peak of 102 malls in 2007 to just 55 malls in 2010. Meanwhile, there was only 10 applications for opening of large new malls (>20,000sm GFA) in 2012. As supply lags, we believe, there is room for rents to stabilize and improve as well as upside for capital values in the medium. This, in 500 400 300 200 100 0 1H05 2H05 1H06 2H06 1H07 2H07 1H08 2H08 1H09 2H09 1H10 2H10 1H11 2H11 Source: CBRE Page 19 Company Focus Croesus Retail Trust Growth Strategies CRT’s earnings growth drivers are derived from three sources: i) organic improvement from current portfolio ii) inorganic growth from asset enhancements of existing properties and iii) new acquisitions We forecast a 4.7% growth in net property income (NPI) over FY14-FY15F for CRT’s current portfolio. This is largely derived from: i) Higher contributions from c26% of the portfolio enjoying lease reversions over FY14-FY15 ii) Improvement at Mallage Shobu post asset enhancement initiatives of JPY225m Projected NPI Growth 5,500 JPY'm FY14‐FY15F NPI Growth = 4.7% 5,000 Leases that are expiring are largely coming from Mallage Shobu (FY15) contribute to 51% of the property , which the manager believe is an opportune time to start refurbish with an aim to remix tenants these leases come due. Apart from increased foot traffic from the expected development of an extension wing, the manager believes that there is more rental upside to be achieved from the expiring leases as Mallage Shobu commenced operations during the global financial crisis in 2008 and thus, the current lease terms would have favoured the lessee then due to the market circumstances. Lease Expiry Profile by Property by GRI Mallage Shoubu Luz Shinshaibashi 2% 1% 51% 6% 4% 37% 100% 0% 0% 0% 0% 0% 100% 100% <Jun13 FY14 FY15 FY16 FY17 >FY17 Total AEON Town Moriya 0% 0% 0% 0% 0% 100% 100% AEON Town Suzuka 0% 0% 0% 0% 0% 100% 100% Portfolio 1% 0% 26% 3% 3% 67% 100% Source: Trustee-Manager, DBS Vickers 4,500 4,000 Historical performance of these assets show that rental income have been rising As a result of proactive tenant leasing and promotional activities, Mallage Shobu has been successful in increasing overall tenant sales each year (topline have grown by an average 4.5% over FY10-12. As such, we believe that strategies to enhance its mix are likely to be well executed and received by consumers. 3,500 3,000 2,500 14F Revenue 15F Net Property Income (NPI) Source: DBS Vickers 26% of rental income to be renewed over next 3 years. Supported by a long WALE of 11.3 years and with only c27% of its gross rental income (of which a majority of it to be in FY15F) to be renewed in the coming 2 years, CRT offers a good income visibility with minimal risks to earnings in the immediate term. Historical Annualised Rental Income Performance of Mallage Shobu over FY10-FY12 2,500 JPY'm 2,000 1,500 1,000 Portfolio Lease Expiry Profile by GRI 500 80% 67% 70% FY10 FY11 FY12 Source: Trustee-Manager, DBS Vickers 60% 50% 40% 26% 30% 20% 10% 1% 0% Before Jun'13 FY14 0% Source: Trustee-Manager Page 20 FY15 3% 3% FY16 FY17 >FY17 YTD Dec (1H13) Improving property utilization at Mallage Shobu. Mallage Shobu has currently undergone an asset enhancement exercise of JPY225m to build a 1,000sm extension block. The building has been completed and the leading fashion brand tenant have started operations. This will provide an additional source of income for CRT. Utilizing excess allowable floor area will also yield a higher return on this property going forward. This will likely have a positive effect on the value of the development. Company Focus Croesus Retail Trust Mallage Shobu Property Yield Spreads vs Japan 10-Yr Govt Bond Yield 600 bps 500 496 421 394 400 419 388 405 271 300 213 200 100 Suburban Retail Grade A Office Current Spread to 10 yr JCB High-Specfications Logistics Multi-family Residential Average Spread to 10 yr JCB (2005-2012) Source: CBRE Source: Trustee-Manager Other capex plans in the pipeline include works at Luz Shinsaibashi. Post upgrading works and tenant rejigging, we believe that the subject properties will be better positioned to attract more shopper footfalls. Capex Plans Property FY14 Luz Shinsaibashi Replacement of building Mallage Shobu Extension of building to FY15 signboard JPY8m Renovation work attract big-name tenant associated with JPY225m tenant replacements JPY100m Renovation work associated with tenant replacement JPY150m Paving work for off-site Currently, CRT has: (i) First rights to negotiate with third parties for 4 completed retail properties in Japan, 1 property under development (ii) Right to negotiate for Marubeni’s interest in 2 properties in China, currently under development (iii) Right to negotiate with Sun Wah (Shenyang) for the acquisition of 100% of the retail portion of Phase 1 and Phase 2 of the Shenyang retail project. Phase 2 is expected to complete in Apr 2015 and will have a GFA of 56010sm (iv) ROFR from Marubeni for any existing and future predominantly retail properties in Asia Pacific ex-Japan (v) ROFR from Daiwa House for any future properties in Asia Pacific ex-Japan (vi) ROFR from Sponsor and certain other members of the Croesus Group for any proposed offer of predominantly retail real estate assets by a third party and sale of any predominantly retail real estate assets in Asia Pacific by Sponsor parking space JPY69m Others JPY46.9m JPY19.7m Total JPY490.9m JPY119.7m Acquisition Pipeline Property Source: Trustee-Manager Acquisition growth potential Inorganic growth potential and room for uplift in values from cap rate compression. CRT holds significant growth potential with a visible and extensive pipeline of acquisitions from third parties and its Sponsors, in both Japan and overseas. This will enable the trust to grow its distribution income as well as diversify its geographical footprint. In the near term, the focus of acquisition growth would be in Japan given the large spread between property yields and finding costs, which should result in significant accretion. Property yield-funding cost gap in Japan is at close to an 8-yer high and has remained relatively unchanged in past few years, particularly for suburban retail assets. Marubeni ROFR Maluzhen Shenyang Phase 1 Shenyang Phase 2 Location Type Exp Date of Completion Est Attrib GFA (sm) Jiading, Shanghai Shenhe, Shenyang Shenhe, Shenyang Retail Dec 2013 42,171 Retail Dec 2012 31,799 Retail Apr 2015 56,013 Sub-total Third party Vendors and Strategic partners Mallage Saga Saga, Japan Retail Luz Omori Tokyo, Public/Retail (Marubeni) Japan Forecast Kyoto Kyoto, Entertainme Kawaramachi Japan nt NIS Wave 1 Tokyo, Retail Japan Sub-total Total 129,983 Mar 2003 Feb 2011 46,566.2 9,271.2 na 2,422.7 na 7,140.8 65,400.9 195,384 Source: Trustee-Manager Page 21 Company Focus Croesus Retail Trust Reputable sponsor and strategic partners. Croesus Merchants International Pte Ltd, part of the Croesus Group, as sponsor and Daiwa House and Marubeni as strategic partners, intends to take up approx. 7.7% stake in CRT on Listing. This is in addition to their ownership of the Trustee-Manager. This demonstrates the stakeholders’ commitment to the trust as well as alignment of interest. Potential Growth in Portfolio NLA 450,000 NLA (sm) 400,000 NLA Growth: 108% 350,000 300,000 250,000 200,000 150,000 100,000 50,000 ‐ Initial portfolio Japan Acquisitions China Acquisitions Croesus Group is an independent Asian based private investment firm that has been involved in real estate management and strategic business advisory including managing a US$500m residential real estate fund in Japan for Citi Property investors. Source: Trustee-Manager, DBS Vickers CRT’s gearing upon listing is expected to be 43.7%. Based on a 60% self-mandated ceiling, this provides the trust with an additional JPY23,000m debt headroom. We reckon this is likely to be sufficient to fund the Japan acquisitions, using simplistically the average psm price paid for the initial portfolio as a guide. Our sensitivity table below shows that for every JPY5b worth of new acquisitions, at NPI yields of 5-7%, would lift FY14 NPI by 5-11%. Acquisition value (JPYm) Sensitivity of FY14F NPI to Acquisitions 5,000 10,000 15,000 20,000 25,000 30,000 5.0% 8% 16% 24% 31% 39% 47% Source: DBS Vickers Page 22 5.5% 9% 17% 26% 35% 43% 52% NPI Yield (%) 6.0% 9% 19% 28% 38% 47% 57% 6.5% 10% 20% 31% 41% 51% 61% 7.0% 11% 22% 33% 44% 55% 66% Daiwa House is one of Japan’s leading housing companies, retail property developer and real estate conglomerates with a market cap of cJPY600b. Marubeni is one of Japan’s largest trading companies with a market cap of JPY800b. Company Focus Croesus Retail Trust Key Risks Earnings and operational risk. AEON Town is the Master Lessee of two of the Initial Portfolio assets – AEON Town Moriya and AEON Town Suzuka. Together they account for 41% of total acquisition value and 44% of projected FY14F-15F NPI. Hence CRT will be dependent on AEON for a significant portion of its income and any factors that affect AEON’s ability to make rental payments, including the latter’s financial position, local economy, competition, operations disruption and material losses, could affect CRT. This is partly mitigated by security deposits equivalent of 6 months of rent for AEON Town Moriya and 3 months for AEON Town Suzuka. Mallage Shobu is the largest contirbutor to earnings at 40% of property value and 42% of net property income. With a majority of its leases up for renewal in FY15, there are inherent earnings risks in the event that the property manager is not able to retain / renew rents at more attractive rates. Concentration risks. The initial portfolio is solely concentrated in Japan for the next 2-3 years. Although the Trust plans to diversify its focus into the Asia Pacific region in the medium term including an acquisition pipeline from Marubeni’s interests in 2 assets in China. These will be operational only in the next 2 years. Country risks. Japan is in a deflationary mode and population growth is negative. This may limit the longer-term growth rental and NAV potential for CRT. This will be partly mitigated by CRT’s ability to own assets that are located in areas that enjoy population inflow and accessibility to transport conveniences, that would translate to good patronage at its retail malls. Currency risks. As CRT’s initial portfolio is located in Japan, its revenue and distributable income is generated in Japanese Yen. Given that CRT is listed in Singapore and dividends are paid in Singapore Dollars, volatility in currency could result in dividend volatility upon translation. In this respect, the manager aims to Restrictions on asset sales. Sale of assets may require consent mitigate this risk by taking natural hedges on the balance from tenants. The transfer of AEON Town Suzuka and AEON Town Moriya is subject to a right of first refusal of AEON Town, sheet, and will entering into hedging contracts for distributions the master lessee of these properties. Additionally, the consent to limit earnings volatility due to translation. of AEON Town is necessary to transfer the leased land of Furthermore, it could look to diversify its geographic footprint AEON Town Suzuka to a third party. in the future into other countries such as China. This will widen its exposure to more than one currency. To mitigate the Large exposure to fixed rent structures. Given that 50.6% of currency fluctuation risks, the Trustee-Manager intends to CRT’s gross rental income is derived from fixed rents and hedge more than 80% of the expected distributions of CRT be 49.4% from variable sources, any increase in operating costs entering into forex forward contracts. such as direct expenses, taxes, service and maintenance costs and inflation, may not be offset through rental hikes. Reliance on Japan Asset Manager. As an external asset manager, Tozai Asset Management, is engaged in the investment in and the development and management of other retail properties in Japan. This may pose some conflict of interest for CRT if Tozai manages any asset that could potentially compete with CRT’s assets. To mitigate this potential issue, Tozai has created an independent, dedicated team for CRT with firewall against other staff. Tax in Japan. As CRT’s assets are held in TMK structures, any change in corporate and withholding taxes upon such structures could affect CRT’s distribution to unitholders. Gearing. As a business trust, there is no gearing limit for CRT. However, under the Trust Deed constituting CRT (the trust Deed), CRT is permitted to borrow up to 60% of portfolio asset value, including deferred payments. CRT’s initial gearing upon listing will be at 43.7%. This limitation could affect CRT’s growth potential. Page 23 Company Focus Croesus Retail Trust Financials Income Statement Analysis CRT derives its gross rental income which includes base rent, variable rent, common areas maintenance fees and utilities as well as other income from signage and billboard fees. As at Dec12, CRT generates 50.6% of its gross rental income from fixed term rents while 49.4% are from variable sources. Of this variable amount, 33.6% points come from guaranteed minimum rents and the remaining 15.8% points from other variable rents. CRT’s distribution policy is to distribute 100% of annual distribution income from listing date till end FY15, on a semiannual basis. Distributions will be paid in Singapore dollars. P&L Summary FYE Jun (JPYm) Gross Revenue Property Expenses Net Property Income Other Operating Income Management fees Japan asset managers' fees Other Expenses EBIT Non-Operating Income Interest Income Interest Expense Net Income Tax Net Income Non-tax deductible expenses Income available for distribution Revenue Gth (%) N Property Inc Gth (%) Distributable Inc Gth (%) Dist. Payout Ratio (%) Source: Trustee-Manager, DBS Vickers Page 24 FY14F FY15F 5,026.9 (1,831.9) 3,195.0 5,099.5 (1,752.7) 3,346.8 (387.8) (53.7) (105.2) 2,648.3 (391.7) (54.4) (109.4) 2,791.2 0.2 (443.1) 2,205.4 (252.3) 1,953.2 562.4 2,515.6 0.1 (443.1) 2,348.3 (268.0) 2,080.3 542.9 2,623.2 N/A N/A N/A 100% 1.4% 1.4% 4.3% 100% Company Focus Croesus Retail Trust Segmental Revenues FYE Jun (JPYm) Mallage Shobu Aeon Town Moriya Aeon Town Suzuka Luz Shinsaibashi Gross revenue FY14F 2,894 934 661 583 5,027 FY15F 2,967 934 661 564 5,100 Mallage Shobu Aeon Town Moriya Aeon Town Suzuka Luz Shinsaibashi Net property income 1,323 816 590 466 3,195 1,474 816 590 466 3,347 Mallage Shobu Aeon Town Moriya Aeon Town Suzuka Luz Shinsaibashi Occupancy 99.5% 100% 100% 100% 99.9% 99.8% 100% 100% 100% 99.9% Contribution (Gross Revenue) Mallage Shobu Aeon Town Moriya Aeon Town Suzuka Luz Shinsaibashi Gross revenue 58% 19% 13% 12% 100% 58% 18% 13% 11% 100% Source: Trustee-Manager, DBS Vickers Page 25 Company Focus Croesus Retail Trust Balance Sheet and Cashflow Analysis Property value of JPY52,450m. As at Listing Date, CRT will have an initial portfolio of investment properties that is valued at JPY 52,450m of investment properties. The completed properties are acquired at 4.3% discount to its valuation. Implied NPI yields on acquisition cost ranging from 5% of Luz Shinsaibashi, 6.4% for Mallage Shobu, 6.7% for AEON Town Moriya and 7.0% for AEON Town Suzuka. Loans of JPY25,220m. The portfolio will be partially funded by debt facilities of JPY26,000 (before netting off upfront fee of JPY715m). The loans provide a natural hedge to earnings as they are all Yen borrowings. The debt, broken down into a JPY 23,500m loan and a JPY 2,500m bond have long dated – 5 year maturity periods. The JPY 23,500m loan is payable in 2 installments while the JPY 2,500m bond is payable on maturity. Initial gearing ratio of 43.8% as at Listing Date includes the acquisition of the initial portfolio with planned capex. Effective interest cost is 1.6% for FY13 and 1.5% for FY14. The majority of the debt cost is understood to be fixed. Capex requirements. An estimated capex of JPY490.9m and JPY119.7m has been forecasted for FY14 and FY15 respectively. This is largely going into planned refurbishment at Mallage Shobu - paving works for offsite carpark and finishing works for as well as extension of building to attract a big-name tenant. In addition, CRT is expected to spend a minimal JPY 8m in replacing signboards at Luz Shinsaibashi Balance Sheet Summary FYE Jun (JPYm) Cash Trade Receivables Inventories Other Current Assets Current Assets As at Listing Date FY14F FY15F 1,871 1,420 3,290 1,617 1,226 2,843 1,310 1,244 2,553 Investment Properties Other LT Assets Non Current Assets Total Assets 52,470 1,926 54,396 57,686 54,233 1,926 56,158 59,001 54,352 1,926 56,278 58,831 34 34 34 252 286 35 268 303 LT Debt Other LT Liabilities Non Current Liabilites Total Liabilities 25,220 2,165 27,385 27,419 25,220 2,165 27,385 27,672 25,220 2,165 27,385 27,688 Unitholders Funds Minority Interest Total Unitholders' Equity Total Liabilities and Equity 30,267 31,329 31,143 30,267 57,686 31,329 59,001 31,143 58,831 Leverage Analysis Gearing Ratio 43.7% 42.7% 42.9% Trade Payables ST Debt Tax Provision Other ST Liabilities Current Liabilities Source: Trustee-Manager, DBS Vickers Page 26 Company Focus Croesus Retail Trust Cashflow Statement FYE Jun (JPYm) FY14F 2,205 FY15F 2,261 (269) (199) Chg in Wkg.Cap. 353 357 Other Operating CF 194 (17) Net Operating CF 2,753 2,436 Net Invt in Properties / Capex (491) (120) Other Invts (net) 0 0 Invts in Assoc. & JV 0 0 Div from Assoc. & JVs 0 0 Other Investing CF 0 0 Net Investing CF (491) (120) Distribution Paid (2,516) 0 (2,623) 0 (2,516) (2,623) Pre-Tax Income Tax paid Chg in Gross Debt New units issued Other Financing CF Net Financing CF Net Cashflow (254) (307) Starting Cash on Balance Sheet 1,871 1,617 Ending Cash on Balance Sheet 1,617 1,310 Source: Trustee-Manager, DBS Vickers Page 27 Company Focus Croesus Retail Trust Valuation DCF value of S$1.14, based on operating cashflow from initial portfolio, assuming a terminal growth rate of 1%. This would translate to a FY4 and FY15 yield of 8.0-8.2%. In terms of sensitivity to WACC and terminal growth rate changes, for every 0.5% pt move in terminal growth, valuation would expand by 14.1% while for every 0.5% pt move in WACC, valuation would shift by 21.2%. Sensitivity of DCF to WACC and Terminal Growth Chgs WACC We have valued CRT based on DCF methodology. We note that CRT’s initial portfolio focus is in Japan and near term growth potential would likely be concentrated in Japan given the large existing yield spread while any diversification of geographical footprint, for higher growth overseas markets would likely occur in the medium term. Hence, in our DCF analysis, we have assessed the value of CRT assuming a fully Japan exposure. 3.9% 4.4% 4.9% 5.4% 5.9% 0.5% 51,449 42,102 34,983 29,406 24,937 Terminal growth 1.0% 1.5% 61,309 75,283 49,121 58,564 40,178 46,902 33,366 38,343 28,029 31,824 2.0% 96,628 71,948 55,947 44,785 36,593 2.5% 133,259 92,390 68,768 53,452 42,767 Source: DBS Vickers In comparing with its J-REITs peers, we also take into account adjustments for cash traps such as depreciation as well as payment of fees in units. Thus, we would add c180bps for the first two factors as well as an additional 50bps for the smaller REIT size. This would translate to fair value yield of c6-6,2% for FY14 and FY15. Discounted Cashflow Model FYE Jun (JPY$m) Operating profit Less Tax Provision Less Capex Chgs in Wkg Cap Total FCF to the Firm No of units (m) FY14F 2,648 (252) (491) 194 2,099 430.2 Sum of PV of FCF PV of Terminal Value Enterprise Value Net Cash (Debt) Equity Value (JPYm) No of units DCF /unit (JPY) JPY/SGD DCF/unit (S$) 19,551 43,976 63,527 -23,349 40,178 458.7 87.6 83.67 1.05 Risk Free Rate Equity risk premium Beta Cost of Equity Debt/equity financing After-tax cost of debt WACC Terminal growth 0.88% 10.45% 0.75 8.7% 50.0% 1.073% 4.90% 1% Source: DBS Vickers Page 28 FY15F 2,791 (268) (120) (17) 2,386 436.5 FY16F 2,794 (268) (25) (1) 2,500 442.8 FY17F 2,850 (275) (25) (18) 2,532 449.1 FY18F 2,852 (275) (25) (1) 2,551 455.4 FY19F 2,932 (284) (25) (22) 2,601 461.8 FY20F 2,933 (284) (25) (0) 2,623 468.1 FY21F 3,030 (295) (25) (35) 2,675 474.5 FY22F 3,035 (296) (25) (2) 2,712 480.9 FY23F 3,076 (301) (25) (15) 2,736 487.4 Terminal Value 70,927 Company Focus Croesus Retail Trust S-REIT Peer Comparison Office Fraser Commercial Trust CapitaCommercial Trust Keppel REIT Suntec REIT Retail/Mixed CapitaCommercial Trust CapitaRetail China Trust Frasers Centrepoint Trust Mapletree Commercial Trust + Starhill Global REIT Perennial China Retail Trust Mapletree Greater China Commercial Trust Industrial A-Reit + Ascendas India Trust+ Mapletree Industrial Trust Mapletree Logistics Trust Cambridge Industrial Trust Cambridge Industrial Trust Hospitality Ascott Residence Trust CDL Hospitality Trust Far East Hospitality Trust Healthcare Parkway Life Religare BBG Code FYE Share Price (S$) Mkt Cap (S$m) DPU Yield (%) FY13F FY14F Bk NAV/ Unit ($) P/Bk (x) Gearing (%) FCOT SP CCT SP KREIT SP SUN SP Sep Dec Dec Dec 1.35 1.44 1.29 1.54 866 4,077 3,374 3,443 5.9 5.4 6.2 6.1 7.1 5.7 6.5 6.1 1.50 1.66 1.32 2.04 0.90 0.86 0.97 0.75 28% 30% 43% 37% CT SP CRCT SP FCT SP MCT SP SGREIT SP PCRT SP MAGIC SP Dec Dec Sep Mar Dec Dec Mar 1.99 1.41 1.86 1.16 0.84 0.55 0.94 6,611 970 1,527 2,169 1,622 613 2,489 5.1 6.8 5.9 5.6 5.4 7.2 5.8 5.7 7.3 6.3 5.8 5.6 8.1 6.0 1.64 1.29 1.53 1.06 0.87 0.67 0.91 1.21 1.09 1.21 1.09 0.96 0.81 1.03 37% 32% 32% 38% 32% 8% 41% AREIT SP AIT SP MINT SP MLT SP CREIT SP CACHE SP Mar Mar Mar Dec Dec Dec 2.18 0.70 1.31 1.09 0.71 1.24 4,878 541 2,127 2,633 845 866 6.3 6.6 7.0 6.4 7.0 7.0 6.3 6.9 7.2 6.5 7.4 7.3 1.94 0.61 1.02 0.79 0.64 0.95 1.12 1.15 1.28 1.37 1.10 1.30 28% 21% 37% 35% 35% 32% ART SP CDREIT SP FEHT SP Dec Dec Dec 1.24 1.71 0.95 1,410 1,650 1,528 7.0 6.7 6.5 7.3 7.0 6.8 1.35 1.61 0.97 0.92 1.06 0.98 37% 28% 29% PREIT SP RHT SP Dec Dec 2.30 0.835 1,392 658 4.7 - 4.9 9.7 1.55 0.8 1.48 1.04 33% 35% (%) F’cast Yr 2 5.7 7.3 6.3 8.1 P/bk (x) 1.21 1.09 1.21 0.81 Note: DPU yield for S-REITs with FYE Mar are displayed on a FY14, FY15 basis Source: DBS Vickers, Bloomberg Finance L.P Regional Retail REITs Comparison Company Singapore CapitaCommercial Trust CapitaRetail China Trust Frasers Centrepoint Trust Perennial China Retail Trust Hong Kong Link REIT Fortune REIT Malaysia CMMT Sunway REIT Pavilion REIT Hektar Japan Japan Retail Fund Frontier Thailand CPNRF Tesco Lotus Australia Westfield Retail CFS Retail Property Fund BBG Code CT SP CRCT SP FCT SP PCRT SP Price (LC) 1.99 1.41 1.855 0.55 Mkt cap (LCm) 6,611 970 1,527 613 Dec Dec Sep Dec Yield F’cast Yr 1 5.1 6.8 5.9 7.2 823 HK 778 HK 37.8 7.11 86,350 12,054 Mar Dec 4.2 5.1 4.6 5.5 1.36 0.85 22.4 22.4 16% 24% CMMT MK SREIT MK PREIT MK HEKT MK 1.77 1.56 1.49 1.59 3,129 4,210 4,476 637 Dec Jun Dec Dec 4.9 5.1 4.0 6.3 5.3 5.1 4.8 6.9 1.49 1.39 1.57 1.10 21.8 22.2 22.1 18.1 27% 33% 19% 42% 191,900 894,000 402,990 203,385 Aug Dec 4.0 4.2 4.1 4.3 1.23 1.53 22.8 21.4 45% 30% CPNRF TB TLGF TB 18.4 13.2 29,440 23,760 Dec Feb 6.0 4.5 6.5 4.8 1.74 1.26 12.5 20.8 2% 0% WRT AU CFX AU 3.06 1.995 9,346 5,643 Dec Jun 6.5 6.9 6.7 7.0 0.91 0.94 35.8 16.5 22% 26% 8953 JP 8964 JP FYE EV/EBITDA Gearing (x) 22.3 37% 15.0 32% 21.5 32% 22.3 8% Source: Bloomberg Finance L.P Page 29 Company Focus Croesus Retail Trust Regional Retail REITs Comparison (cont’d) Company US CBL General Growth Properties Glimcher Realty Trust Simon Property Taubman Centres Macerich Cedar Realty Trust Excel Trust Federal Realty Kite Realty Saul Centres BBG Code CBL US GGP US GRT US SPG US TCO US MAC US CDR US EXL US FRT US KRG US BFS US Source: Bloomberg Finance L.P Page 30 Price (LC) 21.58 19.71 10.50 158.27 74.53 60.52 5.18 12.12 99.65 5.55 43.94 Mkt cap (LCm) 3,423 18,494 1,471 48,605 4,599 8,055 372 413 6,388 356 870 FYE Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec Yield F’cast Yr 1 4.3 2.4 3.8 3.0 2.7 3.9 3.9 5.5 3.0 4.4 3.3 (%) F’cast Yr 2 4.5 2.6 3.9 3.2 2.8 4.1 3.9 5.5 3.1 4.5 3.8 P/bk (x) 1.06 1.86 3.30 9.30 -33.72 1.96 1.13 1.09 4.86 0.69 11.30 EV/EBITDA (x) 13.8 21.8 18.5 20.3 18.3 11.0 15.0 19.7 21.8 20.0 15.1 Gearing 68% 59% 63% 70% 92% 53% 58% 35% 57% 63% 69% Company Focus Croesus Retail Trust Snapshot Comparison of Regional Retail REITs REIT Type Structure Geography Asset size (sm) CRT Retail BT Japan 256,340 CMT Retail REIT Singapore 0.483m FCT Retail REIT Singapore 81,735 CRCT Retail REIT China GRA: 535,279 Link Retail REIT HK IFA: 1,016,149 Fortune Retail REIT HK CPNRF PFPO Lotus Tesco Asset value (LC) Tenant mix (by GRI) Rent structure Weighted Avg Lease to Expiry Master lease:24% Fashion:24% Misc:18% Restaurant: 12% Others: 22% Master lease, base plus turnover rent 10.3 yrs S$8,170m F&B: 27.3% Fashion: 13.6% Beauty & health: 9% Svcs: 6.7% Leisure/Ent: 6.1% Others: 57.3% Base plus step up and turnover rent na Base: 0.25% of AUM Performance: 2.85% of gross revenue Capitaland S$1,697m Food & rests:29.8% Fashion: 25.1% Svcs/Education:8.6% Beauty: 8.2% Others: 28.3% Base plus step up and turnover rent 1.92 yrs Base: 0.3% of AUM Performance: 5% of NPI F&N RMB7,271m Dept store & supermkt: Base plus turnover rent (S$1,479.8m) 30.1% Fashion: 25.9% F&B: 16.1% Others: 27.9% 5.8 yrs Base: 0.25% of Capitaland AUM Performance: 4% of NPI Base plus turnover rent 4.3 yrs na GRA: 227,190 HK19,268m F&B: 22% Base plus Banking & real estate: turnover rent 21% Svcs & education: 21% 3.5 yrs Base: 0.3% of AUM Performance: 3% of NPI Thailand 191,564 Bt18,688m na PFPO Thailand 231,960 Bt17,643m Hypermkt: 53% F&B: 14% Ent: 11% Others: 22% JRF REIT Japan 2,936,425 JPY657,000m Frontier REIT Japan 1,215,797 JPY237,000m HK76,672m F&B: 25% Supermkt & food: 24% Base plus step up, Base plus turnover Base plus step up, Base plus turnover na na na 7.9 yrs na na 12.3 yrs na Trust Fee structure Sponsor/ Strategic Partner Croesus Base: 0.6% of AUM (for AUM Grp, Daiwa House, <JPY83m, 0.5% for AUM> JPY83m) Marubeni Performance: 3% of NPI Na (ex-govt owned shpg centres) Cheung Kong Base: 0.3% of NAV Central Pattana Performance Group 2.35% of NPI Base: 0.16% of Ek-Chai NAV Distn Sys Co Ltd (Tesco Lotus) 1% of AUM Mitsubushi Est 1% of AUM Mitsui Fudosan Source: Trustee-Manager, Various company releases Page 31 Company Focus Croesus Retail Trust Margins Trend Income Statement (JPY m) FY Jun JPY m 2014F 2015F 5,027 5,100 2,500 (1,832) (1,753) 2,000 Net Property Income 3,195 3,347 Other Operating expenses (547) (556) Gross revenue Property expenses Other Non Opg (Exp)/Inc 0 0 (443) (443) 0 0 Net Income 2,205 2,348 Tax Net Interest (Exp)/Inc Exceptional Gain/(Loss) (252) (268) Minority Interest 0 0 Preference Dividend 0 0 Net Income After Tax 1,953 2,080 Total Return 3,225 2,080 Non-tax deductible Items 562 543 Net Inc available for Dist. 2,516 2,623 Revenue Gth (%) nm 1.4 N Property Inc Gth (%) nm 4.7 Net Inc Gth (%) nm 6.5 100.0 100.0 Net Income Margins (%) 63.6 38.9 65.6 40.8 Dist to revenue (%) 50.0 51.4 Managers & Trustee’s fees to sales %) 10.9 10.9 ROAE (%) 12.5 6.7 ROA (%) 6.7 3.5 ROCE (%) 8.5 4.5 Int. Cover (x) 6.0 6.3 Growth & Ratio Dist. Payout Ratio (%) Net Prop Inc Margins (%) Source: Company, DBS Vickers Page 32 3,000 70.4% 68.4% 66.4% 1,500 64.4% 1,000 62.4% 500 60.4% 0 2014F Net Property Income 2015F Net Property Income Margin % Gross revenue growth expected largely from Mallage Shobu post rental renewals Company Focus Croesus Retail Trust Balance Sheet (JPY m) FY Jun Aggregate Leverage 2014F 2015F 54,213 54,332 Other LT Assets 1,928 1,928 Cash & ST Invts 1,344 1,037 35.0% 0 0 30.0% 1,226 1,244 25.0% 0 0 20.0% 58,711 58,541 Investment Properties Inventory Debtors Other Current Assets Total Assets ST Debt 0 0 Creditor 42 43 Other Current Liab LT Debt Other LT Liabilities Unit holders’ funds Minority Interests Total Funds & Liabilities Non-Cash Wkg. Capital Net Cash/(Debt) 252 268 25,285 25,285 1,887 1,887 31,245 31,059 0 0 58,711 58,541 932 933 (23,941) (24,248) 8.7 7.3 45.0% 40.0% 2014F 2015F Ratio Current Ratio (x) Quick Ratio (x) Aggregate Leverage (%) 8.7 7.3 43.1 43.2 Source: Company, DBS Vickers Page 33 Company Focus Croesus Retail Trust Cash Flow Statement (JPY m) FY Jun Distribution Paid / Net Operating CF 2014F 2015F Pre-Tax Income 2,205 2,348 Dep. & Amort. 0 0 0.9 (269) (252) 0.8 0 0 Chg in Wkg.Cap. 191 (17) 0.5 Other Operating CF 353 357 0.4 Net Operating CF 2,480 2,436 Net Invt in Properties Tax Paid Associates &JV Inc/(Loss) (491) (120) Other Invts (net) 0 0 Invts in Assoc. & JV 0 0 Div from Assoc. & JVs 0 0 Other Investing CF Net Investing CF Distribution Paid 0 0 (491) (120) (2,516) (2,623) Chg in Gross Debt 0 0 New units issued 0 0 Other Financing CF 0 0 (2,516) (2,623) (526) (307) Net Financing CF Chg in Cash Source: Company, DBS Vickers Source: Company, DBS Vickers Page 34 1.1 1.0 0.7 0.6 2014F 2015F Company Focus Croesus Retail Trust DBSV recommendations are based an Absolute Total Return* Rating system, defined as follows: STRONG BUY (>20% total return over the next 3 months, with identifiable share price catalysts within this time frame) BUY (>15% total return over the next 12 months for small caps, >10% for large caps) HOLD (-10% to +15% total return over the next 12 months for small caps, -10% to +10% for large caps) FULLY VALUED (negative total return i.e. > -10% over the next 12 months) SELL (negative total return of > -20% over the next 3 months, with identifiable catalysts within this time frame) Share price appreciation + dividends DBS Vickers Research is available on the following electronic platforms: DBS Vickers (www.dbsvresearch.com); Thomson (www.thomson.com/financial); Factset (www.factset.com); Reuters (www.rbr.reuters.com); Capital IQ (www.capitaliq.com) and Bloomberg (DBSR GO). 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They are not to be construed as recommendations to trade in the physical commodity or in the futures contract relating to the commodity referred to in this report. DBS Vickers Securities (USA) Inc ("DBSVUSA")"), a U.S.-registered broker-dealer, does not have its own investment banking or research department, nor has it participated in any investment banking transaction as a manager or co-manager in the past twelve months. Any US persons wishing to obtain further information, including any clarification on disclosures in this disclaimer, or to effect a transaction in any security discussed in this document should contact DBSVUSA exclusively. ANALYST CERTIFICATION The research analyst primarily responsible for the content of this research report, in part or in whole, certifies that the views about the companies and their securities expressed in this report accurately reflect his/her personal views. The analyst also certifies that no part of his/her compensation was, is, or will be, directly, or indirectly, related to specific recommendations or views expressed in this report. As of 28 Jun 2013, the analyst and his / her spouse and/or relatives who are financially dependent on the analyst, do not hold interests in the securities recommended in this report (“interest” includes direct or indirect ownership of securities, directorships and trustee positions). Page 35 Company Focus Croesus Retail Trust COMPANY-SPECIFIC / REGULATORY DISCLOSURES DBS Vickers Securities (Singapore) Pte Ltd and its subsidiaries do not have a proprietary position in the company mentioned as 1. of 26 Jun 2013. DBSVR, DBSVS, DBS Bank Ltd and/or other affiliates of DBS Vickers Securities (USA) Inc ("DBSVUSA"), a U.S.-registered brokerdealer, may beneficially own a total of 1% or more of any class of common equity securities of Perennial China Retail Trust, Starhill Global REIT, Mapletree Greater China Commercial Trust, Cache Logistics Trust, Ascott Residence Trust, Far East Hospitality Trust, CDL HT as of 28 Jun 2013. 2. DBSVHK, DBSVUSA, DBS Bank Ltd and/or other affiliates beneficially own a total of 1% or more of any class of common equity securities of Fortune Real Estate Investment Trust (778 HK) mentioned in this document as of the latest available date of the updated information. 3. Compensation for investment banking services: (1) DBSVR, DBSVS, DBS Bank Ltd and/or other affiliates of DBSVUSA have received compensation, within the past 12 months, and within the next 3 months receive or intends to seek compensation for investment banking services from IGB REIT, Perennial China Retail Trust, Mapletree Commercial Trust, Mapletree Greater China Commercial Trust, Ascendas India Trust, Mapletree Logistics Trust, Ascott Residence Trust, Far East Hospitality Trust, Religare Health Trust. (2) DBSVUSA does not have its own investment banking or research department, nor has it participated in any investment banking transaction as a manager or co-manager in the past twelve months. Any US persons wishing to obtain further information, including any clarification on disclosures in this disclaimer, or to effect a transaction in any security discussed in this document should contact DBSVUSA exclusively. RESTRICTIONS ON DISTRIBUTION General This report is not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. Australia This report is being distributed in Australia by DBSVR and DBSVS, which are exempted from the requirement to hold an Australian financial services licence under the Corporation Act 2001 [“CA] in respect of financial services provided to the recipients. DBSVR and DBSVS are regulated by the Monetary Authority of Singapore [“MAS”] under the laws of Singapore, which differ from Australian laws. Distribution of this report is intended only for “wholesale investors” within the meaning of the CA. 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Any distribution of research reports published by a foreign-related corporation of DBSVR/DBSVS to “Accredited Investors” is provided pursuant to the approval by MAS of research distribution arrangements under Paragraph 11 of the First Schedule to the FAA. United Kingdom This report is being distributed in the UK by DBS Vickers Securities (UK) Ltd, who is an authorised person in the meaning of the Financial Services and Markets Act and is regulated by The Financial Services Authority. Research distributed in the UK is intended only for institutional clients. Dubai/ United Arab Emirates This report is being distributed in Dubai/United Arab Emirates by DBS Bank Ltd, Dubai (PO Box 506538, 3 Floor, Building 3, Gate Precinct, DIFC, Dubai, United Arab Emirates) and is intended only for clients who meet the DFSA regulatory criteria to be a Professional Client. It should not be relied upon by or distributed to Retail Clients. DBS Bank Ltd, Dubai is regulated by the Dubai Financial Services Authority. United States Neither this report nor any copy hereof may be taken or distributed into the United States or to any U.S. person except in compliance with any applicable U.S. laws and regulations. Other jurisdictions In any other jurisdictions, except if otherwise restricted by laws or regulations, this report is intended only for qualified, professional, institutional or sophisticated investors as defined in the laws and regulations of such jurisdictions. rd DBS Vickers Research (Singapore) Pte Ltd 12 Marina Boulevard, Level 40, Marina Bay Financial Central Tower 3, Singapore 018982 Tel. 65-6327 2288 Page 36 Company Focus Croesus Retail Trust Company Regn. No. 198600295W Page 37