IPO - Frasers Hospitality Trust

THE OFFERING

FHT Frasers Hospitality Trust, a hospitality stapled group

comprising FH-REIT and FH-BT.

FH-REIT Frasers Hospitality Real Estate Investment Trust, a real

estate investment trust constituted by the FH-REIT Trust

Deed.

FH-BT Frasers Hospitality Business Trust, a business trust

constituted by the FH-BT Trust Deed.

The REIT Manager Frasers Hospitality Asset Management Pte. Ltd.

The REIT Trustee The Trust Company (Asia) Limited

The Trustee-Manager Frasers Hospitality Trust Management Pte. Ltd.

The Sponsor Frasers Centrepoint Limited

The Offering [182,099,000] Stapled Securities offered under the

Placement Tranche and the Public Offer, subject to the

Over-Allotment Option.

The Placement Tranche (including Reserved StapledSecurities)

[136,645,000] Stapled Securities offered by way of an

international placement to investors, including institutional

and other investors in Singapore (other than the Cornerstone

Investors, the FCL consideration Stapled Securities and the

TCC Stapled Securities) pursuant to the Offering (including

the Reserved Stapled Securities).

The Stapled Securities have not been and will not be

registered under the Securities Act and, subject to certain

exceptions, may not be offered or sold within the United

States (as defined in Regulation S). The Stapled Securities

are being offered and sold outside the United States in

reliance on Regulation S.

The Public Offer [45,454,000] Stapled Securities offered by way of a public

offer in Singapore.

Stapled Securities Stapled Securities in FHT, each Stapled Security consisting of

one unit in FH-REIT and one unit in FH-BT. The units are

stapled together such that the units cannot be issued,

transferred, traded, or otherwise dealt with separately.

Clawback and Re-allocation The Stapled Securities may be re-allocated between the

Placement Tranche and the Public Offer at the discretion of

the Joint Bookrunners (in consultation with the Managers), in

the event of an excess of applications in one and a deficit in

the other.

Subscription by the Cornerstone Investors

Concurrently with, but separate from the Offering, each of

DBS Bank Ltd., DBS Bank Ltd. (on behalf of certain private

banking customers), Fortress Capital Asset Management (M)

Sdn Bhd, Meren Pte. Ltd, Mr Gordon Tang & Family and

Wealthy Fountain Holdings Inc. (the “Cornerstone

Investors”) has entered into a subscription agreement to

subscribe for an aggregate of [232,949,000] Stapled

Securities at the Offering Price conditional upon the

Underwriting Agreement having been entered into, and not

having been terminated, pursuant to its terms on or prior to

the date on which the Stapled Securities are issued as

settlement under the Offering (the “Settlement Date”).

(See “Ownership of the Stapled Securities – Subscription by

the Cornerstone Investors – Information on the Cornerstone

Investors” for further details.)

Offering Price S$0.88 per Stapled Security.

Over-Allotment Option In connection with the Offering, the Joint Bookrunners have

been granted the Over-Allotment Option by the Stapled

Security Lender. The Over-Allotment Option is exercisable by

the Stabilising Manager (or any of its affiliates or other

persons acting on behalf of the Stabilising Manager), in

consultation with the other Joint Bookrunners, in full or in part,

on one or more occasions, only from the Listing Date but no

later than the earlier of (i) the date falling 30 days from the

Listing Date; or (ii) the date when the Stabilising Manager (or

any of its affiliates or other persons acting on behalf of the

Stabilising Manager) has bought, on the SGX-ST, an

aggregate of [35,575,000] Stapled Securities, representing

[19.5]% of the total number of Stapled Securities in the

Offering, to undertake stabilising actions. Unless indicated

otherwise, all information in this document assumes that the

Joint Bookrunners do not exercise the Over-Allotment Option.

(See “Plan of Distribution” for further details.)

The total number of Stapled Securities in issue immediately

after the close of the Offering will be [1,185,850,000] Stapled

Securities. The exercise of the Over-Allotment Option will not

increase this total number of Stapled Securities in issue.

Lock-ups The Sponsor, the Sponsor Entity, TCC Hospitality, DBS Bank

Ltd. and each of the shareholders of TCC Hospitality have

each agreed to a lock-up arrangement during the Lock-up

Period in respect of the effective interest in the relevant

Lock-up Stapled Securities held by them on the Listing Date,

subject to certain exceptions.

The Managers have also undertaken not to offer, issue or

contract to issue any Stapled Securities, and the making of

any announcements in connection with any of the foregoing

transactions, during the Lock-up Period, subject to certain

exceptions.

(See “Plan of Distribution – Lock-up Arrangements” for further

details.)

Capitalisation S$[1,768.2] million (based on the Offering Price)

(See “Capitalisation and Indebtedness” for further details).

Use of Proceeds See “Use of Proceeds” and “Certain Agreements Relating to

FHT, FH-REIT, FH-BT and the Properties” for further details.

Stabilisation In connection with the Offering, the Stabilising Manager (or

any of its affiliates or other persons acting on behalf of the

Stabilising Manager) may, in consultation with the Joint

Bookrunners and at its discretion, over-allot or effect

transactions which stabilise or maintain the market price of

the Stapled Securities at levels that might not otherwise

prevail in the open market. However, there is no assurance

that the Stabilising Manager (or any of its affiliates or other

persons acting on behalf of the Stabilising Manager) will

undertake stabilising action. Such transactions may be effected on the SGX-ST and in

other jurisdictions where it is permissible to do so, in each

case in compliance with all applicable laws and regulations

(including the SFA and any regulations thereunder). Such

transactions may commence on or after the Listing Date, and,

if commenced, may be discontinued at any time and shall not

be effected after the earlier of (i) the date falling 30 days from

the Listing Date; or (ii) the date when the Stabilising Manager

(or any of its affiliates or other persons acting on behalf of the

Stabilising Manager) has bought, on the SGX-ST, an

aggregate of [35,575,000] Stapled Securities, representing

[19.5]% of the total number of Stapled Securities in the

Offering, to undertake stabilising actions.

INDICATIVE TIMETABLE

An indicative timetable for the Offering and trading in the Stapled Securities is set out below for

the reference of applicants for the Stapled Securities:

Indicative Date and Time Event

1 July 2014, 9.00 a.m. : Opening date and time for the Public Offer.

10 July 2014, 12:00 pm : Closing date and time for the Public Offer.

11 July 2014 : Balloting of applications under the Public Offer, if

necessary. Commence returning or refunding of application

monies to unsuccessful or partially successful applicants

and commence returning or refunding of application monies

to successful applicants for the amount paid in excess of

the Offering Price, if necessary.

14 July 2014, at or before 2.00 p.m.: Completion of the acquisition of the Properties.

14 July 2014, 2.00 p.m. : Commence trading on a “ready” basis.

17 July 2014 : Settlement Date for all trades done on a “ready” basis on 14 July 2014.

The above timetable is only indicative and is subject to change. It assumes:

• that the closing of the application list for the Public Offer (the “Application List”) is 10 July

2014;

• that the Listing Date is 14 July 2014;

• compliance with the SGX-ST’s Stapled Securities holding spread requirement; and

• that the Stapled Securities will be issued and fully paid up prior to 2.00 p.m. on 14 July 2014.

All dates and times referred to above are Singapore dates and times.

Trading in the Stapled Securities on a “ready” basis is expected to commence at 2.00 p.m. on 14

July 2014 (subject to the SGX-ST being satisfied that all conditions necessary for the

commencement of trading in the Stapled Securities on a “ready” basis have been fulfilled), as the

completion of the acquisition of the Properties is expected to take place at or before 2.00 p.m. on

14 July 2014. (See “Certain Agreements Relating to FHT, FH-REIT, FH-BT and the Properties” for

further details.)

DESCRIPTION:
  FHT is a hospitality stapled group comprising FH-REIT and FH-BT.

FH-REIT is a Singapore-based real estate investment trust (“REIT”) established with the principal

investment strategy of investing on a long-term basis, directly or indirectly, in a diversified portfolio

of income-producing real estate located anywhere in the world except Thailand, which is used

primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as

real estate-related assets in connection to the foregoing.
 

Initial Portfolio

The initial portfolio of FHT (the “Initial Portfolio”) will, on the Listing Date, comprise 12 properties

consisting of six hotels (the “Hotels”) and six serviced residences (the “Serviced Residences”,

and together with the Hotels, the “Properties”), with a total of 1,928 hotel rooms and 842 serviced

residence units. The Properties are located in Singapore, Australia, the United Kingdom, Japan

and Malaysia. The Initial Portfolio is valued at an aggregate of approximately S$1,658.8 million1

with a total gross floor area (“GFA”) of approximately 350,270 sq m.

Hotels

InterContinental Singapore

Novotel Rockford Darling Harbour

Park International London

Best Western Cromwell London

ANA Crowne Plaza Kobe

The Westin Kuala Lumpur

Serviced Residence

Fraser Suites Singapore

Fraser Suites Sydney

Fraser Place Canary Wharf

Fraser Suites Queens Gate

Fraser Suites Glasgow

Fraser Suites Edinburgh