-
This document is important. If you are in any doubt as to the
action you should take, you should consult your stockbroker, bank
manager, solicitor, accountant or other professional adviser.BHG
Retail Trust Management Pte. Ltd., as manager of BHG Retail REIT
(BHG Retail REIT, and the manager of BHG Retail REIT, the Manager),
is making an offering (the Offering) of 151,169,000 units
representing undivided interests in BHG Retail REIT (Units) for
subscription at the Offering Price (as defined herein) (the
Offering Units). The Offering consists of (i) an international
placement to investors, including institutional and other investors
in Singapore (the Placement Tranche) and (ii) an offering to the
public in Singapore (the Public Offer). No less than 8,000,000
Units will be offered under the Public Offer. Beijing Hualian
Department Store Co., Ltd. is the sponsor of BHG Retail REIT (the
Sponsor).It is currently expected that the issue price of each Unit
under the Offering will be S$0.80 per Unit (the Offering Price).
DBS Bank Ltd. is the financial adviser and issue manager for the
Offering (the Financial Adviser and the Issue Manager). The
Offering is fully underwritten at the Offering Price by DBS Bank
Ltd. (the Bookrunner and Underwriter) on the terms and subject to
the conditions of the Underwriting Agreement (as defined
herein).The total number of Units in issue as at the date of this
Prospectus and prior to the Redemption (as defined herein) is 100
Units (the Initial Units). Separate from the Offering, the Initial
Units will be redeemed by the Manager at S$1.00 per Unit (the
Redemption). The total number of outstanding Units immediately
after completion of the Offering and the Redemption will be
492,725,000 Units. The exercise of the Over-Allotment Option will
not increase the total number of Units in issue.Separate from the
Offering, Beijing Hua Lian Group (Singapore) International Trading
Pte. Ltd. (the Strategic Investor), a company incorporated in
Singapore that is a wholly owned subsidiary of Beijing Hualian
Group Investment Holding Co., Ltd. (Beijing Hualian Group), a
company incorporated in the PRC (as defined herein) holding 29.58%
of the total issued equity interest of the Sponsor as at the Latest
Practicable Date (as defined herein), has entered into a
subscription agreement to subscribe for an aggregate of 148,310,300
Units (the Strategic Investor Units) at the Offering Price and
Beijing Hualian Mall (Singapore) Commercial Management Pte. Ltd.
(BHG Singapore), a company incorporated in Singapore that is a
wholly owned subsidiary of the Sponsor, has entered into a
subscription agreement to subscribe for an aggregate of 24,636,300
Units (the Sponsor Units) at the Offering Price, in each case
conditional upon the Underwriting Agreement having been entered
into, and not having been terminated, pursuant to its terms on or
prior to the Settlement Date (as defined herein).In addition,
concurrently with, but separate from the Offering, each of the
Cornerstone Investors (as defined herein) has entered into a
subscription agreement to subscribe for an aggregate of 168,609,400
Units (the Cornerstone Units) at the Offering Price conditional
upon the Underwriting Agreement having been entered into, and not
having been terminated, pursuant to its terms on or prior to the
Settlement Date.Prior to the Offering, there has been no market for
the Units. The offer of Units under this Prospectus will be by way
of an initial public offering in Singapore (IPO). Application has
been made to Singapore Exchange Securities Trading Limited (the
SGX-ST) for permission to list on the Main Board of the SGX-ST (i)
all Units comprised in the Offering, (ii) the Sponsor Units, (iii)
the Strategic Investor Units, (iv) the Cornerstone Units, (v) all
the Units which will be issued to the Manager from time to time in
full or part payment of the Managers fees, and (vi) all the Units
which will be issued to BHG Mall (Singapore) Property Management
Pte. Ltd., a company incorporated in Singapore that is a wholly
owned subsidiary of the Sponsor (the Property Manager) from time to
time in full or part payment of the Property Managers fees. Such
permission will be granted when BHG Retail REIT has been admitted
to the Official List of the SGX-ST (the Listing Date). Acceptance
of applications for Units will be conditional upon issue of the
Units and upon permission being granted to list the Units. In the
event that such permission is not granted or if the Offering is not
completed for any other reason, application monies will be returned
in full, at each investors own risk, without interest or any share
of revenue or other benefit arising therefrom, and without any
right or claim against any of BHG Retail REIT, the Manager, DBS
Trustee Limited, as trustee of BHG Retail REIT (the Trustee), the
Sponsor, the Financial Adviser, the Issue Manager or the Bookrunner
and Underwriter.BHG Retail REIT has received a letter of
eligibility from the SGX-ST for the listing and quotation of (i)
all Units comprised in the Offering, (ii) the Sponsor Units, (iii)
the Strategic Investor Units, (iv) the Cornerstone Units, and (v)
all the Units which will be issued to the Manager and the Property
Manager from time to time in full or part payment of the Managers
or the Property Managers fees on the Main Board of the SGX-ST. BHG
Retail REITs eligibility to list on the Main Board of the SGX-ST
does not indicate the merits of the Offering, BHG Retail REIT, the
Manager, the Trustee, the Sponsor, the Financial Adviser, the Issue
Manager, the Bookrunner and Underwriter or the Units. The SGX-ST
assumes no responsibility for the correctness of any statements or
opinions made or reports contained in this Prospectus. Admission to
the Official List of the SGX-ST is not to be taken as an indication
of the merits of the Offering, BHG Retail REIT, the Manager, the
Trustee, the Sponsor, the Financial Adviser, the Issue Manager, the
Bookrunner and Underwriter or the Units.BHG Retail REIT is a
collective investment scheme authorised under the Securities and
Futures Act, Chapter 289 of Singapore (the Securities and Futures
Act or SFA). A copy of this Prospectus has been lodged with and
registered by the Monetary Authority of Singapore (the MAS) on 23
November 2015 and 2 December 2015, respectively. The MAS assumes no
responsibility for the
contents of this Prospectus. Lodgement with, or registration by,
the MAS of this Prospectus does not imply that the Securities and
Futures Act or any other legal or regulatory requirements have been
complied with. The MAS has not, in any way, considered the
investment merits of the collective investment scheme. This
Prospectus will expire on 1 December 2016 (12 months after the date
of the registration of this Prospectus).See Risk Factors commencing
on page 63 of this Prospectus for a discussion of certain factors
to be considered in connection with an investment in the Units.
None of the Manager, the Trustee, the Sponsor, the Financial
Adviser, the Issue Manager or the Bookrunner and Underwriter
guarantees the performance of BHG Retail REIT, the repayment of
capital or the payment of a particular return on the Units.In
particular, recipients of this Prospectus should note that the
Strategic Investor has entered into a Distributions Undertaking (as
defined herein) with the Trustee and the Manager pursuant to which
the Strategic Investor has irrevocably and unconditionally
undertaken and acknowledged that notwithstanding the provisions of
the Trust Deed, it shall not be entitled to any distributions in
relation to certain Strategic Investor Units in accordance with the
Distributions Undertaking. The Strategic Investor will be entitled
to receive full distributions on all the Strategic Investor Units
in respect of the period from 1 January 2021. Upon the expiry of
the Distributions Undertaking on 1 January 2021, the Properties may
not be able to generate a level of income for distribution to the
Unitholders that is commensurate with the levels attained with the
support of the Strategic Investor under the Distributions
Undertaking. The DPU (as defined herein) and the distribution yield
is 0.76 Singapore cents and 5.7% (annualised) for the Forecast
Period 2015 (as defined herein), and 5.08 Singapore cents and 6.3%
for the Projection Year 2016 (as defined herein), based on the
assumptions in this Prospectus. In the absence of the Distributions
Undertaking, the DPU and the distribution yield would be 0.53
Singapore cents and 4.0% (annualised) for the Forecast Period 2015,
and 3.56 Singapore cents and 4.5% for the Projection Year 2016,
based on the assumptions in this Prospectus. See pages 65 to 68 of
this Prospectus (Risk Factors Risks Relating to the Properties The
Properties may not be able to generate a level of income for
distribution to Unitholders (other than the Strategic Investor)
that is commensurate with the levels attained with the
Distributions Undertaking due to unforeseen circumstances.) for
further details.
Investors who are members of the Central Provident Fund (CPF) in
Singapore may not use their CPF Ordinary Account savings to
purchase Units as an investment included under the CPF Investment
Scheme Ordinary Account under the Public Offer. CPF members are
allowed to invest up to 35.0% of the Investible Savings (as defined
herein) in their CPF Ordinary Accounts to purchase Units in the
secondary market only. Investors applying for Units by way of
Application Forms (as defined herein) or Electronic Applications
(both as referred to in Appendix G, Terms, Conditions and
Procedures for Application for and Acceptance of the Units in
Singapore) in the Public Offer will have to pay the Offering Price
on application, subject to a refund of the full amount or, as the
case may be, the balance of the application monies (in each case
without interest or any share of revenue or other benefit arising
therefrom), where (i) an application is rejected or accepted in
part only, or (ii) if the Offering does not proceed for any reason.
The agreement between the Bookrunner and Underwriter and the
Manager to proceed with the Offering is expected to be entered into
on 7 December 2015 upon the close of the Public Offer, with such
notice to be published in one or more major Singapore newspapers
such as The Straits Times, The Business Times and Lianhe Zaobao not
later than two calendar days after such agreement has been entered
into. In connection with the Offering, the Bookrunner and
Underwriter has been granted an over-allotment option (the
Over-Allotment Option) by BHG Singapore (the Unit Lender),
exercisable by DBS Bank Ltd. (the Stabilising Manager) (or any of
its affiliates or other persons acting on behalf of the Stabilising
Manager), in full or in part, on one or more occasions, only from
the Listing Date but no later than the earliest of (i) the date
falling 30 days from the Listing Date; or (ii) the date when the
Stabilising Manager (or its affiliates or other persons acting on
behalf of the Stabilising Manager) has bought, on the SGX-ST, an
aggregate of 24,636,300 Units, representing 16.3% of the total
number of Units in the Offering, to undertake stabilising actions
to purchase up to an aggregate of 24,636,300 Units (representing
16.3% of the total number of Units in the Offering), at the
Offering Price. The exercise of the Over-Allotment Option will not
increase the total number of Units outstanding. In connection with
the Offering, the Stabilising Manager (or its affiliates or other
persons acting on behalf of the Stabilising Manager) may, at its
discretion, over-allot or effect transactions which stabilise or
maintain the market price of the Units at levels that might not
otherwise prevail in the open market. However, there is no
assurance that the Stabilising Manager (or 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.Nothing in this Prospectus constitutes an offer for
securities for sale in the United States of America (United States
or U.S.) or any other jurisdiction where it is unlawful to do so.
The Units have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the Securities
Act) or the securities law of any state of the U.S. and
accordingly, may not be offered or sold within the U.S. except in
certain transactions exempt from or not subject to the registration
requirements of the Securities Act. The Units are being offered and
sold in offshore transactions as defined in and in reliance on
Regulation S under the Securities Act (Regulation S).
(a real estate investment trust constituted on 18 November 2015
under the laws of the
Republic of Singapore)
PROSPECTUS DATED 2 DECEMBER 2015 (Registered by the Monetary
Authority of Singapore on 2 December 2015)
(1) Based on the Offering Price and the accompanying assumptions
in the Prospectus. In the absence of the Distributions Undertaking,
the distribution yield would be 4.5% for the Projection Year 2016.
Such yield will vary accordingly for investors who purchase Units
in the secondary market at a market price different from the
Offering Price.
First Pure-Play ChinaRetail REIT Sponsored
by a China-based Group
OFFERING OF 151,169,000 Units (subject to the Over-Allotment
Option)OFFERING PRICE: S$0.80 PER UNIT
The minimum initial subscription is for 1,000 Units. An
applicant may subscribe for a larger number of Units in integral
multiples of 100
Financial Adviser, Issue Manager, Bookrunner and
UnderwriterSponsor
Lead Manager Co-Managers (in alphabetical order)
BHG RETAIL TRUST MANAGEMENT PTE. LTD.100 Beach Road, Shaw Tower
#25-11
Singapore 189702
Tel : +65 6805 8288
Fax : +65 6805 8277
Website : http://www.bhgreit.com
IPO PORTFOLIO OVERVIEW
BHGRETAIL REIT
A Singapore real estate investment trust (REIT) established with
the investment strategy of investing principally, directly or
indirectly, in a diversified portfolio of income-producing real
estate which is used primarily (1) for retail purposes (whether
either wholly or partially), as well as real estate-related assets
in relation to the foregoing, with an initial focus on the Peoples
Republic of China (PRC).
DALIAN JINSANJIAO PROPERTY(DALIAN PROPERTY)
XINING HUAYUAN MALL(XINING MALL)
HEFEI MENGCHENGLU MALL(HEFEI MALL)
CHENGDU KONGGANG MALL(CHENGDU MALL)
DALIAN Liaoning Province
HEFEI Anhui Province
BEIJING
CHENGDU Sichuan Province
XINING Qinghai Province
(1) The term primarily shall mean more than 50.0% of net
lettable area (Net Lettable Area or NLA) or (in the case of a
property where the concept of NLA is not applicable) GFA of a
property is used for retail purposes. GFA for the purposes of this
Prospectus means in relation to properties in China, the area
specified in the House Ownership Certificate () or Real Estate
Title Certificate () issued by the local building ownership
administration bureau or the local real estate administration
bureau, respectively of the PRC (the Building Ownership
Certificate) for each property.
(2) Based on the Building Ownership Certificates of the
Properties in the IPO Portfolio.(3) As at 30 June 2015. Based on
the average of the two independent appraisal values for the
Properties and a 60.0% interest in Beijing Mall. The appraisal
value
for the Properties based on a 60.0% interest in Beijing Mall
ranges from S$605.5 million to S$606.4 million. The average of the
two independent appraisal values of the Properties based on 100.0%
interest in Beijing Mall is RMB3.6 billion (approximately S$778.0
million). The appraisal value for the Properties based on 100.0%
interest in Beijing Mall ranges from S$777.6 million to S$778.5
million.
5Retail PropertiesAggregate
GFA of
Total Appraised
Value of (approximately S$605.9 million)
263,688 sq m(2)
RMB2.8 billion(3)
BHG RETAIL REIT
6.3%(1)Distribution Yield for
Projection Year 2016(inclusive of the Distributions
Undertaking)
60% INTEREST INBEIJING WANLIU MALL
(BEIJING MALL)
PR
OS
PE
CT
US
DA
TE
D 2 D
EC
EM
BE
R 2015
-
This document is important. If you are in any doubt as to the
action you should take, you should consult your stockbroker, bank
manager, solicitor, accountant or other professional adviser.BHG
Retail Trust Management Pte. Ltd., as manager of BHG Retail REIT
(BHG Retail REIT, and the manager of BHG Retail REIT, the Manager),
is making an offering (the Offering) of 151,169,000 units
representing undivided interests in BHG Retail REIT (Units) for
subscription at the Offering Price (as defined herein) (the
Offering Units). The Offering consists of (i) an international
placement to investors, including institutional and other investors
in Singapore (the Placement Tranche) and (ii) an offering to the
public in Singapore (the Public Offer). No less than 8,000,000
Units will be offered under the Public Offer. Beijing Hualian
Department Store Co., Ltd. is the sponsor of BHG Retail REIT (the
Sponsor).It is currently expected that the issue price of each Unit
under the Offering will be S$0.80 per Unit (the Offering Price).
DBS Bank Ltd. is the financial adviser and issue manager for the
Offering (the Financial Adviser and the Issue Manager). The
Offering is fully underwritten at the Offering Price by DBS Bank
Ltd. (the Bookrunner and Underwriter) on the terms and subject to
the conditions of the Underwriting Agreement (as defined
herein).The total number of Units in issue as at the date of this
Prospectus and prior to the Redemption (as defined herein) is 100
Units (the Initial Units). Separate from the Offering, the Initial
Units will be redeemed by the Manager at S$1.00 per Unit (the
Redemption). The total number of outstanding Units immediately
after completion of the Offering and the Redemption will be
492,725,000 Units. The exercise of the Over-Allotment Option will
not increase the total number of Units in issue.Separate from the
Offering, Beijing Hua Lian Group (Singapore) International Trading
Pte. Ltd. (the Strategic Investor), a company incorporated in
Singapore that is a wholly owned subsidiary of Beijing Hualian
Group Investment Holding Co., Ltd. (Beijing Hualian Group), a
company incorporated in the PRC (as defined herein) holding 29.58%
of the total issued equity interest of the Sponsor as at the Latest
Practicable Date (as defined herein), has entered into a
subscription agreement to subscribe for an aggregate of 148,310,300
Units (the Strategic Investor Units) at the Offering Price and
Beijing Hualian Mall (Singapore) Commercial Management Pte. Ltd.
(BHG Singapore), a company incorporated in Singapore that is a
wholly owned subsidiary of the Sponsor, has entered into a
subscription agreement to subscribe for an aggregate of 24,636,300
Units (the Sponsor Units) at the Offering Price, in each case
conditional upon the Underwriting Agreement having been entered
into, and not having been terminated, pursuant to its terms on or
prior to the Settlement Date (as defined herein).In addition,
concurrently with, but separate from the Offering, each of the
Cornerstone Investors (as defined herein) has entered into a
subscription agreement to subscribe for an aggregate of 168,609,400
Units (the Cornerstone Units) at the Offering Price conditional
upon the Underwriting Agreement having been entered into, and not
having been terminated, pursuant to its terms on or prior to the
Settlement Date.Prior to the Offering, there has been no market for
the Units. The offer of Units under this Prospectus will be by way
of an initial public offering in Singapore (IPO). Application has
been made to Singapore Exchange Securities Trading Limited (the
SGX-ST) for permission to list on the Main Board of the SGX-ST (i)
all Units comprised in the Offering, (ii) the Sponsor Units, (iii)
the Strategic Investor Units, (iv) the Cornerstone Units, (v) all
the Units which will be issued to the Manager from time to time in
full or part payment of the Managers fees, and (vi) all the Units
which will be issued to BHG Mall (Singapore) Property Management
Pte. Ltd., a company incorporated in Singapore that is a wholly
owned subsidiary of the Sponsor (the Property Manager) from time to
time in full or part payment of the Property Managers fees. Such
permission will be granted when BHG Retail REIT has been admitted
to the Official List of the SGX-ST (the Listing Date). Acceptance
of applications for Units will be conditional upon issue of the
Units and upon permission being granted to list the Units. In the
event that such permission is not granted or if the Offering is not
completed for any other reason, application monies will be returned
in full, at each investors own risk, without interest or any share
of revenue or other benefit arising therefrom, and without any
right or claim against any of BHG Retail REIT, the Manager, DBS
Trustee Limited, as trustee of BHG Retail REIT (the Trustee), the
Sponsor, the Financial Adviser, the Issue Manager or the Bookrunner
and Underwriter.BHG Retail REIT has received a letter of
eligibility from the SGX-ST for the listing and quotation of (i)
all Units comprised in the Offering, (ii) the Sponsor Units, (iii)
the Strategic Investor Units, (iv) the Cornerstone Units, and (v)
all the Units which will be issued to the Manager and the Property
Manager from time to time in full or part payment of the Managers
or the Property Managers fees on the Main Board of the SGX-ST. BHG
Retail REITs eligibility to list on the Main Board of the SGX-ST
does not indicate the merits of the Offering, BHG Retail REIT, the
Manager, the Trustee, the Sponsor, the Financial Adviser, the Issue
Manager, the Bookrunner and Underwriter or the Units. The SGX-ST
assumes no responsibility for the correctness of any statements or
opinions made or reports contained in this Prospectus. Admission to
the Official List of the SGX-ST is not to be taken as an indication
of the merits of the Offering, BHG Retail REIT, the Manager, the
Trustee, the Sponsor, the Financial Adviser, the Issue Manager, the
Bookrunner and Underwriter or the Units.BHG Retail REIT is a
collective investment scheme authorised under the Securities and
Futures Act, Chapter 289 of Singapore (the Securities and Futures
Act or SFA). A copy of this Prospectus has been lodged with and
registered by the Monetary Authority of Singapore (the MAS) on 23
November 2015 and 2 December 2015, respectively. The MAS assumes no
responsibility for the
contents of this Prospectus. Lodgement with, or registration by,
the MAS of this Prospectus does not imply that the Securities and
Futures Act or any other legal or regulatory requirements have been
complied with. The MAS has not, in any way, considered the
investment merits of the collective investment scheme. This
Prospectus will expire on 1 December 2016 (12 months after the date
of the registration of this Prospectus).See Risk Factors commencing
on page 63 of this Prospectus for a discussion of certain factors
to be considered in connection with an investment in the Units.
None of the Manager, the Trustee, the Sponsor, the Financial
Adviser, the Issue Manager or the Bookrunner and Underwriter
guarantees the performance of BHG Retail REIT, the repayment of
capital or the payment of a particular return on the Units.In
particular, recipients of this Prospectus should note that the
Strategic Investor has entered into a Distributions Undertaking (as
defined herein) with the Trustee and the Manager pursuant to which
the Strategic Investor has irrevocably and unconditionally
undertaken and acknowledged that notwithstanding the provisions of
the Trust Deed, it shall not be entitled to any distributions in
relation to certain Strategic Investor Units in accordance with the
Distributions Undertaking. The Strategic Investor will be entitled
to receive full distributions on all the Strategic Investor Units
in respect of the period from 1 January 2021. Upon the expiry of
the Distributions Undertaking on 1 January 2021, the Properties may
not be able to generate a level of income for distribution to the
Unitholders that is commensurate with the levels attained with the
support of the Strategic Investor under the Distributions
Undertaking. The DPU (as defined herein) and the distribution yield
is 0.76 Singapore cents and 5.7% (annualised) for the Forecast
Period 2015 (as defined herein), and 5.08 Singapore cents and 6.3%
for the Projection Year 2016 (as defined herein), based on the
assumptions in this Prospectus. In the absence of the Distributions
Undertaking, the DPU and the distribution yield would be 0.53
Singapore cents and 4.0% (annualised) for the Forecast Period 2015,
and 3.56 Singapore cents and 4.5% for the Projection Year 2016,
based on the assumptions in this Prospectus. See pages 65 to 68 of
this Prospectus (Risk Factors Risks Relating to the Properties The
Properties may not be able to generate a level of income for
distribution to Unitholders (other than the Strategic Investor)
that is commensurate with the levels attained with the
Distributions Undertaking due to unforeseen circumstances.) for
further details.
Investors who are members of the Central Provident Fund (CPF) in
Singapore may not use their CPF Ordinary Account savings to
purchase Units as an investment included under the CPF Investment
Scheme Ordinary Account under the Public Offer. CPF members are
allowed to invest up to 35.0% of the Investible Savings (as defined
herein) in their CPF Ordinary Accounts to purchase Units in the
secondary market only. Investors applying for Units by way of
Application Forms (as defined herein) or Electronic Applications
(both as referred to in Appendix G, Terms, Conditions and
Procedures for Application for and Acceptance of the Units in
Singapore) in the Public Offer will have to pay the Offering Price
on application, subject to a refund of the full amount or, as the
case may be, the balance of the application monies (in each case
without interest or any share of revenue or other benefit arising
therefrom), where (i) an application is rejected or accepted in
part only, or (ii) if the Offering does not proceed for any reason.
The agreement between the Bookrunner and Underwriter and the
Manager to proceed with the Offering is expected to be entered into
on 7 December 2015 upon the close of the Public Offer, with such
notice to be published in one or more major Singapore newspapers
such as The Straits Times, The Business Times and Lianhe Zaobao not
later than two calendar days after such agreement has been entered
into. In connection with the Offering, the Bookrunner and
Underwriter has been granted an over-allotment option (the
Over-Allotment Option) by BHG Singapore (the Unit Lender),
exercisable by DBS Bank Ltd. (the Stabilising Manager) (or any of
its affiliates or other persons acting on behalf of the Stabilising
Manager), in full or in part, on one or more occasions, only from
the Listing Date but no later than the earliest of (i) the date
falling 30 days from the Listing Date; or (ii) the date when the
Stabilising Manager (or its affiliates or other persons acting on
behalf of the Stabilising Manager) has bought, on the SGX-ST, an
aggregate of 24,636,300 Units, representing 16.3% of the total
number of Units in the Offering, to undertake stabilising actions
to purchase up to an aggregate of 24,636,300 Units (representing
16.3% of the total number of Units in the Offering), at the
Offering Price. The exercise of the Over-Allotment Option will not
increase the total number of Units outstanding. In connection with
the Offering, the Stabilising Manager (or its affiliates or other
persons acting on behalf of the Stabilising Manager) may, at its
discretion, over-allot or effect transactions which stabilise or
maintain the market price of the Units at levels that might not
otherwise prevail in the open market. However, there is no
assurance that the Stabilising Manager (or 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.Nothing in this Prospectus constitutes an offer for
securities for sale in the United States of America (United States
or U.S.) or any other jurisdiction where it is unlawful to do so.
The Units have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the Securities
Act) or the securities law of any state of the U.S. and
accordingly, may not be offered or sold within the U.S. except in
certain transactions exempt from or not subject to the registration
requirements of the Securities Act. The Units are being offered and
sold in offshore transactions as defined in and in reliance on
Regulation S under the Securities Act (Regulation S).
(a real estate investment trust constituted on 18 November 2015
under the laws of the
Republic of Singapore)
PROSPECTUS DATED 2 DECEMBER 2015 (Registered by the Monetary
Authority of Singapore on 2 December 2015)
(1) Based on the Offering Price and the accompanying assumptions
in the Prospectus. In the absence of the Distributions Undertaking,
the distribution yield would be 4.5% for the Projection Year 2016.
Such yield will vary accordingly for investors who purchase Units
in the secondary market at a market price different from the
Offering Price.
First Pure-Play ChinaRetail REIT Sponsored
by a China-based Group
OFFERING OF 151,169,000 Units (subject to the Over-Allotment
Option)OFFERING PRICE: S$0.80 PER UNIT
The minimum initial subscription is for 1,000 Units. An
applicant may subscribe for a larger number of Units in integral
multiples of 100
Financial Adviser, Issue Manager, Bookrunner and
UnderwriterSponsor
Lead Manager Co-Managers (in alphabetical order)
BHG RETAIL TRUST MANAGEMENT PTE. LTD.100 Beach Road, Shaw Tower
#25-11
Singapore 189702
Tel : +65 6805 8288
Fax : +65 6805 8277
Website : http://www.bhgreit.com
IPO PORTFOLIO OVERVIEW
BHGRETAIL REIT
A Singapore real estate investment trust (REIT) established with
the investment strategy of investing principally, directly or
indirectly, in a diversified portfolio of income-producing real
estate which is used primarily (1) for retail purposes (whether
either wholly or partially), as well as real estate-related assets
in relation to the foregoing, with an initial focus on the Peoples
Republic of China (PRC).
DALIAN JINSANJIAO PROPERTY(DALIAN PROPERTY)
XINING HUAYUAN MALL(XINING MALL)
HEFEI MENGCHENGLU MALL(HEFEI MALL)
CHENGDU KONGGANG MALL(CHENGDU MALL)
DALIAN Liaoning Province
HEFEI Anhui Province
BEIJING
CHENGDU Sichuan Province
XINING Qinghai Province
(1) The term primarily shall mean more than 50.0% of net
lettable area (Net Lettable Area or NLA) or (in the case of a
property where the concept of NLA is not applicable) GFA of a
property is used for retail purposes. GFA for the purposes of this
Prospectus means in relation to properties in China, the area
specified in the House Ownership Certificate () or Real Estate
Title Certificate () issued by the local building ownership
administration bureau or the local real estate administration
bureau, respectively of the PRC (the Building Ownership
Certificate) for each property.
(2) Based on the Building Ownership Certificates of the
Properties in the IPO Portfolio.(3) As at 30 June 2015. Based on
the average of the two independent appraisal values for the
Properties and a 60.0% interest in Beijing Mall. The appraisal
value
for the Properties based on a 60.0% interest in Beijing Mall
ranges from S$605.5 million to S$606.4 million. The average of the
two independent appraisal values of the Properties based on 100.0%
interest in Beijing Mall is RMB3.6 billion (approximately S$778.0
million). The appraisal value for the Properties based on 100.0%
interest in Beijing Mall ranges from S$777.6 million to S$778.5
million.
5Retail PropertiesAggregate
GFA of
Total Appraised
Value of (approximately S$605.9 million)
263,688 sq m(2)
RMB2.8 billion(3)
BHG RETAIL REIT
6.3%(1)Distribution Yield for
Projection Year 2016(inclusive of the Distributions
Undertaking)
60% INTEREST INBEIJING WANLIU MALL
(BEIJING MALL)
PR
OS
PE
CT
US
DA
TE
D 2 D
EC
EM
BE
R 2015
-
EXPERIENCED AND PROFESSIONAL MANAGEMENT TEAM Each of the Manager
and the Property Manager Group (as defined herein) employs
experienced
professionals with proven track record in asset management,
property management, marketing, leasing, finance and treasury
ALIGNMENT OF INTEREST BETWEEN MANAGER AND UNITHOLDERS Management
fees payable to the Manager have an incentive-based element which
is designed to align
the interest of the Manager with those of the Unitholders
through incentivising the Manager to grow distributable income
The Manager has elected to receive 100.0% of its Management Fees
in the form of Units for the Forecast Period 2015 and the
Projection Year 2016
STABLE AND GROWING DISTRIBUTIONS
FIRST PURE-PLAY CHINA RETAIL REITSPONSORED BY A CHINA-BASED
GROUP Sponsored by Beijing Hualian Department Store Co., Ltd. (the
Sponsor), an established PRC home
grown retail property operator
Strong PRC Economy The PRC has achieved a high level of growth
in terms of
gross domestic product in the past decade Domestic consumption
is set to act as the key driver of
Chinas future economic growth Abolishment of the one-child
policy is expected to add
an average of 2.5 million newborns per year, resulting in an
expected increase of RMB75.0 billion in consumption demand in the
PRC
Strong Potential forRetail Properties in China The PRC is
expected to become the worlds second largest
consumer market accounting for 14.0% of total global consumption
by 2015
The PRC is well poised to overtake the U.S. to become the worlds
largest retail market by 2018
Chinas retail space per capita is only one-fifth of that of the
U.S., hence offering significant opportunities for future
development and growth
Distributions Undertaking:The Strategic Investor has entered
into a deed of distributions undertaking dated 23 November 2015
(the Distributions Undertaking) with the Trustee and the Manager,
pursuant to which the Strategic Investor has irrevocably and
unconditionally undertaken and acknowledged that notwithstanding
the provisions of the Trust Deed, it shall not be entitled to any
distributions in relation to certain of its Strategic Investor
Units in accordance with the Distributions Undertaking to
demonstrate its support for BHG Retail REIT and its commitment to
the long-term growth and development of BHG Retail REIT. Viewed in
totality with the Strategic Investors aggregate unitholding of
30.1%, the Distributions Undertaking reflects the Strategic
Investors confidence in BHG Retail REIT and benefits Unitholders by
augmenting the level of cash distribution that can be paid.The DPU
and the distribution yield is 0.76 Singapore cents and 5.7%
(annualised) for the Forecast Period 2015, respectively, and 5.08
Singapore cents and 6.3% for the Projection Year 2016,
respectively. In the absence of the Distributions Undertaking, the
DPU and the distribution yield would be 0.53 Singapore cents and
4.0% (annualised) for the Forecast Period 2015, respectively, and
3.56 Singapore cents and 4.5% for the Projection Year 2016,
respectively.
THE BHG GROUP IS A LEADING INTEGRATED RETAIL GROUP IN CHINA WITH
MORE THAN 20 YEARS OF RETAILING EXPERIENCEAs part of an integrated
retail group that possesses an established background in retailing,
the Sponsor is well-placed to understand the changing consumer
trends and demands in the communities which the malls serve,
enabling the Sponsor to optimise the retail mix of the malls.
KEY INVESTMENTHIGHLIGHTS
One of the first operators in China engaged in retail property
management The Sponsor is the only operator whose focus is on the
ownership
and management of community retail properties The Sponsors malls
are positioned as one-stop family-oriented
destinations for the community in its locality, with shopping,
dining, recreational and entertainment facilities to cater to an
extensive variety of communal needs
Proven management platform The Sponsor has established a strong
and efficient management
plateform supported by a dedicated and experienced management
team
The Sponsor also leverages on the expertise of international
consultants
Extensive network of existing and potential tenants The Sponsor
possesses a large network of relationships with existing
and potential tenants. Brands represented in the Sponsors malls
include international brands like H&M, Uniqlo, MUJI, Sephora,
ESPRIT, Watsons, ToysRUs, Mothercare, BreadTalk, Starbucks, KFC and
Pizza Hut
Together with BHG Hypermarkets supermarkets, these popular
tenants draw in stable shopper traffic and enhance the profile of
the malls
5 IPO Portfolio
Properties
12 Shopping Malls owned
by Sponsor (2)
26 Shopping Malls managed
by Sponsor (3)
Xizang(Tibet)
Qinghai
Xinjiang
Gansu Inner Mongolia
Sichuan
Yunnan
Guizhou
Guangxi
Chongqing
Jiangxi
Shaanxi
Liaoning
Jilin
Heilongjiang
Hunan
Guangdong
Fujian
Zhejiang
Hubei
Henan
ShanxiNingxia
Shandong
Jiangsu
HebeiBeijing
Tianjin
ShanghaiAnhui
Huhhot (1)
Huhhot Mall (1)
Chifeng (1)
Chifeng Mall (1)
Dalian (1)
Dalian Property
Taiyuan (1)
Shengli Mall (1)
Lanzhou (1)
Dongfanghong Mall
Qingdao (1)
Huangdao Mall (1)
Neijiang (1)
Neijiang Mall
Maanshan (1)
Maanshan Mall (1)
Haikou (1)
Haikou Mall (1)
Hefei (4)
Hefei Mall Changjiangxilu Mall Jinzhai Mall Heping Mall (1)
Wuhan (1)
Zhonghualu Mall(1) Properties under construction.(2) Shopping
Malls owned by the Sponsor and which
are subject to the Voluntary Sponsor ROFR.(3) As at the Latest
Practicable Date.(4) By Gross Floor Area (sq m).
Province with IPO portfolio properties Province with shopping
malls owned by Sponsor Province with shopping malls managed by
Sponsor
Baotou (2)
Gangtiedajie Mall (1)
Qingdonglu Mall (1)
Shenyang (3)
Shenyang Wulihe Mall Taiyuanjie Mall Beihang Mall (1)
Beijing (17)
Beijing Mall Tongchengjie Mall Guanganmen Mall Changying Mall
Libao Mall Shangdi Mall Tiantongyuan Mall Huilongguan Mall Tianshi
Mall
Nanjing (2)
Zijin Mall Zixin Mall
Xining (2)
Xining Mall Chuangxin Mall
Yinchuan (1)
Yinchuan Mall (1)
Chengdu (2)
Chengdu Mall Yanshikou Mall
Wuyi Mall Longbeicun Mall Shunyijinjie Mall Gongyixiqiao Mall
Aolai Mall Datun Mall (1)
Pinggu Mall (1)
Shunyixincheng Mall (1)
Hainan
DPU Yield
4.0%
4.5%
Forecast Period 2015 Projection Year 2016
Without Distributions Undertaking (and based on distribution of
100% of BHG Retail REITs Distributable Income):
Growth
of 12.5
%
DPU Yield
5.7%
6.3%
Forecast Period 2015 Projection Year 2016
With Distributions Undertaking (and based on distributionof 100%
of BHG Retail REITs Distributable Income):
Growth
of 10.
5%
GFA - Sq m
IPO Portfolio Voluntary SponsorROFR Properties
Enlarged Portfolio
292,430
398,350157,768
430,084587,852
263,688
722,514 986,202BeijingOther cities
105,920
Operational Synergies with Membersof the BHG Group The BHG Group
is involved in four main businesses:
management of retail properties; operation of
supermarkets/hypermarkets; operation of SKP Beijing, a luxury
department store
located in Beijings Central Business District; and retail joint
ventures and distributorships which include
internationally-renowned brands such as COSTA Coffee and
Clarks
BHG Hypermarkets supermarkets are anchor tenants in every IPO
portfolio property
Strong Acquisition Growth Pipeline of 12 properties identified
under the Voluntary
Sponsor ROFR Potential to more than triple the IPO portfolio
size(4) and
increase BHG Retail REITs presence to 11 cities in China
-
EXPERIENCED AND PROFESSIONAL MANAGEMENT TEAM Each of the Manager
and the Property Manager Group (as defined herein) employs
experienced
professionals with proven track record in asset management,
property management, marketing, leasing, finance and treasury
ALIGNMENT OF INTEREST BETWEEN MANAGER AND UNITHOLDERS Management
fees payable to the Manager have an incentive-based element which
is designed to align
the interest of the Manager with those of the Unitholders
through incentivising the Manager to grow distributable income
The Manager has elected to receive 100.0% of its Management Fees
in the form of Units for the Forecast Period 2015 and the
Projection Year 2016
STABLE AND GROWING DISTRIBUTIONS
FIRST PURE-PLAY CHINA RETAIL REITSPONSORED BY A CHINA-BASED
GROUP Sponsored by Beijing Hualian Department Store Co., Ltd. (the
Sponsor), an established PRC home
grown retail property operator
Strong PRC Economy The PRC has achieved a high level of growth
in terms of
gross domestic product in the past decade Domestic consumption
is set to act as the key driver of
Chinas future economic growth Abolishment of the one-child
policy is expected to add
an average of 2.5 million newborns per year, resulting in an
expected increase of RMB75.0 billion in consumption demand in the
PRC
Strong Potential forRetail Properties in China The PRC is
expected to become the worlds second largest
consumer market accounting for 14.0% of total global consumption
by 2015
The PRC is well poised to overtake the U.S. to become the worlds
largest retail market by 2018
Chinas retail space per capita is only one-fifth of that of the
U.S., hence offering significant opportunities for future
development and growth
Distributions Undertaking:The Strategic Investor has entered
into a deed of distributions undertaking dated 23 November 2015
(the Distributions Undertaking) with the Trustee and the Manager,
pursuant to which the Strategic Investor has irrevocably and
unconditionally undertaken and acknowledged that notwithstanding
the provisions of the Trust Deed, it shall not be entitled to any
distributions in relation to certain of its Strategic Investor
Units in accordance with the Distributions Undertaking to
demonstrate its support for BHG Retail REIT and its commitment to
the long-term growth and development of BHG Retail REIT. Viewed in
totality with the Strategic Investors aggregate unitholding of
30.1%, the Distributions Undertaking reflects the Strategic
Investors confidence in BHG Retail REIT and benefits Unitholders by
augmenting the level of cash distribution that can be paid.The DPU
and the distribution yield is 0.76 Singapore cents and 5.7%
(annualised) for the Forecast Period 2015, respectively, and 5.08
Singapore cents and 6.3% for the Projection Year 2016,
respectively. In the absence of the Distributions Undertaking, the
DPU and the distribution yield would be 0.53 Singapore cents and
4.0% (annualised) for the Forecast Period 2015, respectively, and
3.56 Singapore cents and 4.5% for the Projection Year 2016,
respectively.
THE BHG GROUP IS A LEADING INTEGRATED RETAIL GROUP IN CHINA WITH
MORE THAN 20 YEARS OF RETAILING EXPERIENCEAs part of an integrated
retail group that possesses an established background in retailing,
the Sponsor is well-placed to understand the changing consumer
trends and demands in the communities which the malls serve,
enabling the Sponsor to optimise the retail mix of the malls.
KEY INVESTMENTHIGHLIGHTS
One of the first operators in China engaged in retail property
management The Sponsor is the only operator whose focus is on the
ownership
and management of community retail properties The Sponsors malls
are positioned as one-stop family-oriented
destinations for the community in its locality, with shopping,
dining, recreational and entertainment facilities to cater to an
extensive variety of communal needs
Proven management platform The Sponsor has established a strong
and efficient management
plateform supported by a dedicated and experienced management
team
The Sponsor also leverages on the expertise of international
consultants
Extensive network of existing and potential tenants The Sponsor
possesses a large network of relationships with existing
and potential tenants. Brands represented in the Sponsors malls
include international brands like H&M, Uniqlo, MUJI, Sephora,
ESPRIT, Watsons, ToysRUs, Mothercare, BreadTalk, Starbucks, KFC and
Pizza Hut
Together with BHG Hypermarkets supermarkets, these popular
tenants draw in stable shopper traffic and enhance the profile of
the malls
5 IPO Portfolio
Properties
12 Shopping Malls owned
by Sponsor (2)
26 Shopping Malls managed
by Sponsor (3)
Xizang(Tibet)
Qinghai
Xinjiang
Gansu Inner Mongolia
Sichuan
Yunnan
Guizhou
Guangxi
Chongqing
Jiangxi
Shaanxi
Liaoning
Jilin
Heilongjiang
Hunan
Guangdong
Fujian
Zhejiang
Hubei
Henan
ShanxiNingxia
Shandong
Jiangsu
HebeiBeijing
Tianjin
ShanghaiAnhui
Huhhot (1)
Huhhot Mall (1)
Chifeng (1)
Chifeng Mall (1)
Dalian (1)
Dalian Property
Taiyuan (1)
Shengli Mall (1)
Lanzhou (1)
Dongfanghong Mall
Qingdao (1)
Huangdao Mall (1)
Neijiang (1)
Neijiang Mall
Maanshan (1)
Maanshan Mall (1)
Haikou (1)
Haikou Mall (1)
Hefei (4)
Hefei Mall Changjiangxilu Mall Jinzhai Mall Heping Mall (1)
Wuhan (1)
Zhonghualu Mall(1) Properties under construction.(2) Shopping
Malls owned by the Sponsor and which
are subject to the Voluntary Sponsor ROFR.(3) As at the Latest
Practicable Date.(4) By Gross Floor Area (sq m).
Province with IPO portfolio properties Province with shopping
malls owned by Sponsor Province with shopping malls managed by
Sponsor
Baotou (2)
Gangtiedajie Mall (1)
Qingdonglu Mall (1)
Shenyang (3)
Shenyang Wulihe Mall Taiyuanjie Mall Beihang Mall (1)
Beijing (17)
Beijing Mall Tongchengjie Mall Guanganmen Mall Changying Mall
Libao Mall Shangdi Mall Tiantongyuan Mall Huilongguan Mall Tianshi
Mall
Nanjing (2)
Zijin Mall Zixin Mall
Xining (2)
Xining Mall Chuangxin Mall
Yinchuan (1)
Yinchuan Mall (1)
Chengdu (2)
Chengdu Mall Yanshikou Mall
Wuyi Mall Longbeicun Mall Shunyijinjie Mall Gongyixiqiao Mall
Aolai Mall Datun Mall (1)
Pinggu Mall (1)
Shunyixincheng Mall (1)
Hainan
DPU Yield
4.0%
4.5%
Forecast Period 2015 Projection Year 2016
Without Distributions Undertaking (and based on distribution of
100% of BHG Retail REITs Distributable Income):
Growth
of 12.5
%
DPU Yield
5.7%
6.3%
Forecast Period 2015 Projection Year 2016
With Distributions Undertaking (and based on distributionof 100%
of BHG Retail REITs Distributable Income):
Growth
of 10.
5%
GFA - Sq m
IPO Portfolio Voluntary SponsorROFR Properties
Enlarged Portfolio
292,430
398,350157,768
430,084587,852
263,688
722,514 986,202BeijingOther cities
105,920
Operational Synergies with Membersof the BHG Group The BHG Group
is involved in four main businesses:
management of retail properties; operation of
supermarkets/hypermarkets; operation of SKP Beijing, a luxury
department store
located in Beijings Central Business District; and retail joint
ventures and distributorships which include
internationally-renowned brands such as COSTA Coffee and
Clarks
BHG Hypermarkets supermarkets are anchor tenants in every IPO
portfolio property
Strong Acquisition Growth Pipeline of 12 properties identified
under the Voluntary
Sponsor ROFR Potential to more than triple the IPO portfolio
size(4) and
increase BHG Retail REITs presence to 11 cities in China
-
STRATEGICALLYLOCATED ASSETS IN HIGH-GROWTH CITIES
(1) Based on the Building Ownership Certificates of the
Properties in the IPO Portfolio.(2) This is based on the Gross
Floor Area under the Building Ownership Certificates and includes
kiosks and pushcarts but does not include car park lots, common
areas and
areas which cannot be leased.(3) As at 30 June 2015.(4)
Occupancy rate is based on all current leases in respect of the
Property for the period, including legally binding letters of offer
which have been accepted for vacant
units, as a function of NLA.(5) Including tenants whose lease
agreement are in the process of finalisation, the committed
occupancy rate as at 31 October 2015 is 98.1%.(6) As at 31 August
2015.(7) The relevant Building Ownership Certificate in respect of
the Dalian Property states that the GFA owned by Dalian Hualian (as
defined herein) is 15,345.08 sq m and is
located on the underground storey. However, relevant documents
supporting the purchase of the Dalian Property provide that the GFA
is split between the above ground area of 1,746.95 sq m and the
underground storey of 13,598.13 sq m. Although no changes will be
made to the Building Ownership Certificate, as the subject matter
of BHG Retail REITs acquisition and master lease to BHG Hypermarket
is the full 15,345.08 sq m of space. Accordingly, the discrepancy
is unlikely to result in any material adverse effect to BHG Retail
REIT.
BEIJING MALL
HEFEI MALL
CHENGDU MALL
DALIAN PROPERTY
XINING MALL
Commencement of Operations August 2010GFA (1)/NLA (2) (sq m)
105,920 / 54,355Lease Type Multi-tenantedIndependent Valuations by
DTZ (3) (S$m) 258.1 (Based on 60.0% interest of Beijing
Mall)Independent Valuations by Knight Frank (3) (S$m) 258.3 (Based
on 60.0% interest of Beijing Mall)Occupancy Rate (4) (%) 80.5
(5)Weighted Average Lease Expiry (by committed NLA) (6) 6.3
Only community mall with a premium positioning in Wanliu Close
proximity to Zhongguancun only core retail hub in northwest Beijing
Surrounded by key tertiary institutions such as Peking University,
Tsinghua University and Renmin University Residents in the Wanliu
region have higher education and higher expenditure per capita than
comparable areas in Beijing Great accessibility to several main
roads and bus lines with direct access to subway line 10 and the
upcoming Xiangshan line
which is anticipated to be completed by 2016
Commencement of Operations February 2013GFA (1)/NLA (2) (sq m)
49,699 / 25,417Lease Type Multi-tenantedIndependent Valuations by
DTZ (3) (S$m) 120.7Independent Valuations by Knight Frank (3) (S$m)
123.0Occupancy Rate (4) (%) 100.0Weighted Average Lease Expiry (by
committed NLA) (6) 7.6
First comprehensive multi-tenanted retail mall in Hefei Situated
in Luyang District where the average income of urban residents
ranks higher than those in Hefeis other counties and
districts Surrounded by well-developed mature residential
communities with high occupancy rates and high-quality office
projects and
commercial facilities 5 minutes walk from two bus stations and
easily accessed via several main roads
Commencement of Operations December 2013GFA (1)/NLA (2) (sq m)
71,916 / 40,053Lease Type Multi-tenantedIndependent Valuations by
DTZ (3) (S$m) 132.8Independent Valuations by Knight Frank (3) (S$m)
129.8Occupancy Rate (4) (%) 98.0Weighted Average Lease Expiry (by
committed NLA) (6) 5.6
Community retail mall located in an emerging residential area
with a large number of mature and high-density residential projects
Targets and serves the needs of upper-middle class shoppers in its
catchment area as retail projects in its vicinity are
mostly smaller, one-storey shops 5 minutes drive to Shuangliu
International Airport, and well-connected to several key highways
and main roads in the vicinity
Commencement of Operations July 2000GFA (1)/NLA (2) (sq m)
15,345 (7) / 15,345Lease Type Master-leasedIndependent Valuations
by DTZ (3) (S$m) 35.7Independent Valuations by Knight Frank (3)
(S$m) 34.8Occupancy Rate (4) (%) 100.0Weighted Average Lease Expiry
(by committed NLA) (6) 19.3
Only supermarket in the area and is popular among residents in
its catchment area Situated in Jinsanjiao area, which is surrounded
by mature residential projects Close proximity to the Huanan retail
hub, the only key retail area in the north of Dalian Situated near
many bus lines and enjoys easy access to main roads and other
transportation infrastructure
Commencement of Operations August 2000GFA (1)/NLA (2) (sq m)
20,807 / 20,807Lease Type Master-leasedIndependent Valuations by
DTZ (3) (S$m) 59.1Independent Valuations by Knight Frank (3) (S$m)
59.6Occupancy Rate (4) (%) 100.0Weighted Average Lease Expiry (by
committed NLA) (6) 19.3
Located in Xining, the largest city in the Tibetan Plateau
Situated in Ximen-Dashizi retail hub with high population density
and immediate catchment of approximately 300,000
residents Shoppers in the area are mostly individuals with
middle or upper-middle level income who have a relatively high
awareness
of international brands, and are willing to spend more on retail
goods and services Well-connected with several main roads and bus
lines in the vicinity
-
KEY STRATEGIES
Active Asset Management The Manager will pro-actively manage BHG
Retail REITs property
portfolio and strive to achieve growth in revenue and net
property income and maintain high occupancy levels
The Manager will also look to drive organic growth and build
long-lasting relationships with the tenants of BHG Retail REITs
properties
Active Asset Enhancement The Manager will seek to implement
property enhancement
opportunities to support and enhance organic growth so as to
optimise the cash flow and value of the Properties
IMPORTANT DATES
Event Date & Time
Opening Date and Time for the Public Offer 2 December 2015, 9.00
p.m.
Closing Date and Time for the Public Offer 7 December 2015, 12
noon
Commence trading on a ready basis 11 December 2015, 2.00
p.m.
Acquisition Growth by Leveraging on theSponsors Experience and
Supported by the ROFRs The Manager will achieve portfolio growth
through the acquisition
of quality income-producing retail properties (which include the
properties under the Voluntary Sponsor ROFR) that provide
attractive cash flows and yields
Capital and Risk Management The Manager will endeavour to employ
an appropriate mix of debt
and equity in financing acquisitions and asset enhancements, and
utilise hedging strategies, where appropriate from time to time, to
manage interest rate volatility and foreign exchange exposure for
BHG Retail REIT
-
TABLE OF CONTENTS
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . iii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . vi
CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . vii
MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . ix
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 119
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 129
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . 131
UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . .
. . . . . . . . . . . . . . 139
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 144
PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 157
OVERVIEW OF ACQUISITION OF THE IPO PORTFOLIO . . . . . . . . . .
. . . . . . . . . . . . . 172
STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
185
BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . 193
THE MANAGER AND CORPORATE GOVERNANCE . . . . . . . . . . . . . .
. . . . . . . . . . . . . 240
THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274
THE FORMATION AND STRUCTURE OF BHG RETAIL REIT . . . . . . . . .
. . . . . . . . . . . 278
CERTAIN AGREEMENTS RELATING TO BHG RETAIL REIT AND THE
PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN THE PEOPLES
REPUBLIC
OF CHINA . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
325
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 347
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 363
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
364
REPORTING AUDITORS . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 366
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . 367
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
372
APPENDIX A REPORTING AUDITORS REPORT ON THE PROFIT FORECAST
AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . A-1
APPENDIX B REPORTING AUDITORS REPORT ON THE UNAUDITED PRO
FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . .
. . . . . . . B-1
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Page
APPENDIX C UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . .
. . . C-1
APPENDIX D INDEPENDENT TAXATION REPORT . . . . . . . . . . . . .
. . . . . . . . . . . D-1
APPENDIX E INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS . . .
. E-1
APPENDIX F INDEPENDENT MARKET RESEARCH REPORT . . . . . . . . .
. . . . . . F-1
APPENDIX G TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION
FOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . . .
G-1
APPENDIX H LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS
OF
DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . .
. . . H-1
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NOTICE TO INVESTORS
No person is authorised to give any information or to make any
representation not contained in
this Prospectus and any information or representation not so
contained must not be relied upon
as having been authorised by or on behalf of BHG Retail REIT,
the Manager, the Trustee, the
Sponsor, the Financial Adviser, the Issue Manager or the
Bookrunner and Underwriter. If anyone
provides you with different or inconsistent information, you
should not rely upon it. Neither the
delivery of this Prospectus nor any offer, subscription,
placement, purchase, sale or transfer made
hereunder shall under any circumstances imply that the
information herein is correct as of any
date subsequent to the date hereof or constitute a
representation that there has been no change
or development reasonably likely to involve a material adverse
change in the business affairs,
conditions and prospects of BHG Retail REIT, the Manager, the
Trustee, the Units or the Sponsor
since the date on the front cover of this Prospectus. Where such
changes occur and are material
or required to be disclosed by law, the SGX-ST and/or any other
regulatory or supervisory body
or agency, the Manager will make an announcement of the same to
the SGX-ST and, if required,
lodge and issue a supplementary document or replacement document
pursuant to Section 298 of
the Securities and Futures Act and take immediate steps to
comply with the said Section 298.
Investors should take notice of such announcements and documents
and upon release of such
announcements and documents shall be deemed to have notice of
such changes.
The Strategic Investor has entered into a Distributions
Undertaking with the Trustee and theManager, pursuant to which the
Strategic Investor has irrevocably and unconditionally
undertakenand acknowledged that notwithstanding the provisions of
the Trust Deed, it shall not be entitled toany distributions in
accordance with the Distributions Undertaking to demonstrate its
support forBHG Retail REIT and its commitment to the long-term
growth and development of BHG Retail REIT.Under the Distributions
Undertaking, the Strategic Investor shall not be entitled to any
distributionson (i) the aggregate of 147,817,500 Strategic Investor
Units constituting 30.0% of the total numberof Units on the Listing
Date immediately after the completion of the Offering, in respect
of thedistribution period from the date of issuance of the
Strategic Investor Units up to and including 31December 2016; (ii)
the aggregate of 135,499,375 Strategic Investor Units constituting
27.5% ofthe total number of Units on the Listing Date immediately
after the completion of the Offering, inrespect of the distribution
period from 1 January 2017 up to and including 31 December 2017;
(iii)the aggregate of 123,181,250 Strategic Investor Units
constituting 25.0% of the total number ofUnits on the Listing Date
immediately after the completion of the Offering, in respect of
thedistribution period from 1 January 2018 up to and including 31
December 2018; (iv) the aggregateof 73,908,750 Strategic Investor
Units constituting 15.0% of the total number of Units on the
ListingDate immediately after the completion of the Offering, in
respect of the distribution period from 1January 2019 up to and
including 31 December 2019, and (v) the aggregate of
24,636,250Strategic Investor Units constituting 5.0% of the total
number of Units on the Listing Dateimmediately after the completion
of the Offering, in respect of the distribution period from 1
January2020 up to and including 31 December 2020. (See Certain
Agreements Relating to BHG RetailREIT and the Properties
Distributions Undertaking for further details.)
492,800 of the Strategic Investor Units constituting 0.1% of the
total number of Units on the ListingDate immediately after the
completion of the Offering are not subject to the
DistributionsUndertaking.
The Strategic Investor will be entitled to receive full
distributions on all of the Strategic InvestorUnits in respect of
the period from 1 January 2021.
Following the expiry of the Distributions Undertaking on 1
January 2021, the Properties may not beable to generate a level of
income for distribution to the Unitholders that is commensurate
with thelevels attained with the support of the Strategic Investor
under the Distributions Undertaking.
(See Risk Factors Risks Relating to the Properties The
Properties may not be able to generatea level of income for
distribution to Unitholders (other than the Strategic Investor)
that iscommensurate with the levels attained with the Distributions
Undertaking due to unforeseencircumstances.)
iii
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None of BHG Retail REIT, the Manager, the Trustee, the Sponsor,
the Financial Adviser, the Issue
Manager and the Bookrunner and Underwriter or any of their
respective affiliates, directors,
officers, employees, agents, representatives or advisers is
making any representation or
undertaking to any purchaser or subscriber of Units regarding
the legality of an investment by
such purchaser or subscriber under appropriate legal, investment
or similar laws. In addition,
investors in the Units should not construe the contents of this
Prospectus as legal, business,
financial or tax advice. Investors should be aware that they may
be required to bear the financial
risks of an investment in the Units for an indefinite period of
time. Investors should consult their
own professional advisers as to the legal, tax, business,
financial and related aspects of an
investment in the Units.
Copies of this Prospectus and the Application Forms may be
obtained on request, subject to
availability, during office hours, from:
DBS Bank Ltd.
12 Marina Boulevard
Level 46 DBS Asia Central @ Marina Bay
Financial Centre Tower 3
Singapore 018982
and, where applicable, from members of the Association of Banks
in Singapore, members of the
SGX-ST and merchant banks in Singapore. A copy of this
Prospectus is also available on the
SGX-ST website: http://www.sgx.com.
The Units have not been and will not be registered under the
Securities Act and, accordingly, may
not be offered or sold within the U.S. except in certain
transactions exempt from, or not subject
to, the registration requirements of the Securities Act. The
Units are being offered and sold in
offshore transactions as defined in and in accordance with
Regulation S.
The distribution of this Prospectus and the offering,
subscription, placement, purchase, sale or
transfer of the Units in certain jurisdictions may be restricted
by law. BHG Retail REIT, the
Manager, the Trustee, the Sponsor, the Financial Adviser, the
Issue Manager and the Bookrunner
and Underwriter require persons into whose possession this
Prospectus comes to inform
themselves about and to observe any such restrictions at their
own expense and without liability
to BHG Retail REIT, the Manager, the Trustee, the Sponsor, the
Financial Adviser, the Issue
Manager and the Bookrunner and Underwriter. This Prospectus does
not constitute, and the
Manager, the Trustee, the Sponsor, the Financial Adviser, the
Issue Manager and the Bookrunner
and Underwriter are not making, an offer of, or an invitation to
subscribe for or purchase, any of
the Units in any jurisdiction in which such offer or invitation
would be unlawful. Persons to whom
a copy of this Prospectus has been issued shall not circulate to
any other person, reproduce or
otherwise distribute this Prospectus or any information herein
for any purpose whatsoever nor
permit or cause the same to occur.
In connection with the Offering, the Stabilising Manager (or any
of its affiliates or other persons
acting on behalf of the Stabilising Manager) may, at its
discretion, over-allot or effect transactions
which stabilise or maintain the market price of the Units 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
earliest 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 24,636,300 Units,
representing 16.3% of the total number
of Units in the Offering, to undertake stabilising actions to
purchase up to an aggregate of
iv
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24,636,300 Units (representing 16.3% of the total number of
Units in the Offering), at the Offering
Price. The exercise of the Over-Allotment Option will not
increase the total number of Units
outstanding.
Personal Data Protection Act
For the purposes of the Personal Data Protection Act 2012 of
Singapore (PDPA), you consent
and acknowledge that all Personal Data (as defined in the PDPA)
provided by you to the Manager,
the Trustee, BHG Retail REIT, the Financial Adviser, the Issue
Manager, and the Bookrunner and
Underwriter or any of their respective agents, may be collected,
used, disclosed or otherwise
processed in order for the Manager, the Trustee, BHG Retail
REIT, the Financial Adviser, the Issue
Manager, and the Bookrunner and Underwriter or any of their
respective agents, to carry out their
respective duties and obligations in relation to any investment
by you into BHG Retail REIT, for
each of the purposes as set out in this section or as may be
permitted under the PDPA.
v
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FORWARD-LOOKING STATEMENTS
Certain statements in this Prospectus constitute forward-looking
statements. This Prospectus
also contains forward-looking financial information in Profit
Forecast and Profit Projection. Such
forward-looking statements and financial information involve
known and unknown risks,
uncertainties and other factors which may cause the actual
results, performance or achievements
of BHG Retail REIT, the Manager, the Sponsor, or industry
results, to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking
statements and financial information. Such forward-looking
statements and financial information
are based on numerous assumptions regarding the Managers present
and future business
strategies and the environment in which BHG Retail REIT, the
Manager or the Sponsor will
operate in the future. Because these statements and financial
information reflect the current views
of the Manager and the Sponsor concerning future events, these
statements and financial
information necessarily involve risks, uncertainties and
assumptions. Actual future performance
could differ materially from these forward-looking statements
and financial information. You
should not place any undue reliance on these forward-looking
statements.
Among the important factors that could cause the actual results,
performance or achievements of
BHG Retail REIT, the Manager or the Sponsor to differ materially
from those in the forward-looking
statements and financial information are the conditions of, and
changes in, the domestic, regional
and global economies, including, but not limited to, factors
such as political, economic and social
conditions in Singapore and the Peoples Republic of China (the
PRC or China), changes in
government laws and regulations affecting BHG Retail REIT,
competition in the property markets
of Singapore and the PRC in which BHG Retail REIT may invest,
industry, currency exchange
rates, interest rates, inflation, relations with service
providers, relations with lenders, hostilities
(including future terrorist attacks), the performance and
reputation of BHG Retail REITs
properties and/or acquisitions, difficulties in identifying
future acquisitions, difficulty in completing
and integrating acquisitions, changes in the Managers directors
and executive officers, risks
related to natural disasters, general volatility of the capital
markets, general risks relating to the
property market in which BHG Retail REIT may invest and the
market price of the Units as well
as other matters not yet known to the Manager or not currently
considered material by the
Manager. Additional factors that could cause actual results,
performance or achievements to differ
materially include, but are not limited to, those discussed
under Risk Factors, Profit Forecast
and Profit Projection, and Business and Properties. These
forward-looking statements and
financial information speak only as at the date of this
Prospectus. The Manager expressly
disclaims any obligation or undertaking to release publicly any
updates of or revisions to any
forward-looking statement or financial information contained
herein to reflect any change in the
expectations of the Manager or the Sponsor with regard thereto
or any change in events,
conditions or circumstances on which any such statement or
information is based, subject to
compliance with all applicable laws and regulations and/or the
rules of the SGX-ST and/or any
other relevant regulatory or supervisory body or agency.
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CERTAIN DEFINED TERMS AND CONVENTIONS
BHG Retail REIT will publish its financial statements in
Singapore dollars. In this Prospectus,
references to S$ or Singapore dollars and cents are to the
lawful currency of the Republic of
Singapore, references to RMB or Renminbi are to the lawful
currency of the PRC, and
references to US$, US dollars or USD are to the lawful currency
of the United States.
References to the Peoples Republic of China, the PRC or China
are, for the purposes of this
Prospectus, to mainland China.
For the readers convenience, except where the exchange rate is
expressly stated otherwise,
Renminbi amounts in this Prospectus have been translated into
Singapore dollars based on the
fixed exchange rate of S$1.00: RMB4.60.
However, such translations should not be construed as
representations that Renminbi amounts
have been, could have been or could be converted into Singapore
dollars at that or any other rate
and vice versa (see Exchange Rate Information for further
details).
The latest practicable date prior to the lodgement of this
Prospectus with the MAS is 13 November
2015 (the Latest Practicable Date).
Unless otherwise defined, capitalised terms used in this
Prospectus shall have the meanings set
out in the Glossary.
The forecast and projected distribution per Unit (DPU) yields
are calculated based on the
Offering Price and assumed exchange rates as set out in this
Prospectus. Such yields and yield
growth will vary accordingly for investors who purchase Units in
the secondary market at a market
price different from the Offering Price, and according to
differences between actual and assumed
exchange rates.
Any discrepancies in the tables, graphs and charts included in
this Prospectus between the listed
amounts and totals thereof are due to rounding. Where
applicable, figures and percentages are
rounded to one decimal place unless otherwise indicated.
Measurements in square metres (sq
m) are converted to square feet (sq ft) and vice versa based on
the conversion rate of 1 sq m
= 10.7639 sq ft. References to Appendix or Appendices are to the
appendices set out in this
Prospectus. All references in this Prospectus to dates and times
shall mean Singapore dates and
times unless otherwise specified.
References to the English names of the tenants of the IPO
Portfolio (as defined herein) are to the
English trade names, or English translations of the Chinese
trade names, which the respective
tenants carry on business under.
Unless otherwise specified, all information relating to the
Properties in this Prospectus are as at
31 August 2015 (see Business and Properties for details
regarding the Properties).
Unless otherwise specified, references to:
GFA for the purposes of this Prospectus means in relation to
properties in China, the area
specified in the House Ownership Certificate () or Real Estate
Title Certificate() issued by the local building ownership
administration bureau or the local realestate administration
bureau, respectively of the PRC (the Building Ownership
Certificate) for each property;
vii
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Gross Rental Income in relation to the Properties consists of
(i) Fixed Rent, being rental
income received or receivable (after adjusting for leasing
incentives such as rent rebates and
rent-free periods where applicable, but excluding Turnover Rent,
where applicable); (ii)
Turnover Rent, which is generally calculated as a pre-determined
percentage of the
tenants gross turnover; (iii) master lease income; and (iv)
Service fee, which is a
contribution paid by tenants towards covering the operation and
property maintenance
expenses of the Properties; and
primarily when used in relation to the phrase primarily for
retail purposes shall mean
more than 50.0% of net lettable area (Net Lettable Area or NLA)
or (in the case of a
property where the concept of NLA is not applicable) GFA of a
property is used for retail
purposes.
viii
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MARKET AND INDUSTRY INFORMATION
This Prospectus includes market and industry data and forecasts
that have been obtained from
internal surveys, reports and studies, where appropriate, as
well as market research, publicly
available information and industry publications. Industry
publications, surveys and forecasts
generally state that the information they contain has been
obtained from sources believed to be
reliable, but there can be no assurance as to the accuracy or
completeness of such information.
The Manager has commissioned DTZ Debenham Tie Leung Limited (the
Independent Market
Research Consultant) to prepare the independent market research
report (the Independent
Market Research Report) (see Appendix F, Independent Market
Research Report for further
details). While the Manager has taken reasonable steps to ensure
that the information is extracted
accurately and in its proper context, the Manager has not
independently verified any of the data
from third-party sources or ascertained the underlying economic
assumptions relied upon therein.
Consequently, none of BHG Retail REIT, the Manager, the Trustee,
the Sponsor, the Financial
Adviser, the Issue Manager and the Bookrunner and Underwriter
makes any representation as to
the accuracy or completeness of such information, and each of
them shall not be held responsible
in respect of any such information and shall not be obliged to
provide any updates on the same.
The Trustee and the Manager have appointed DTZ Debenham Tie
Leung Limited (DTZ) and
Knight Frank Petty Limited (Knight Frank) as the independent
valuers of the Properties (the
Independent Valuers) (see Appendix E, Independent Property
Valuation Summary Reports for
further details).
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OVERVIEW
The following section is qualified in its entirety by, and is
subject to, the more detailed information
contained or referred to elsewhere in this Prospectus. The
meanings of terms not defined in this
section can be found in the Glossary or in the trust deed
constituting BHG Retail REIT dated
18 November 2015 (and as may be amended, modified, varied or
supplemented from time to time)
(the Trust Deed). A copy of the Trust Deed can be inspected at
the registered office of the
Manager, which is located at 100 Beach Road, Shaw Tower #25-11,
Singapore 189702 (prior
appointment would be appreciated).
Statements contained in this section that are not historical
facts may be forward-looking
statements or are historical statements reconstituted on a pro
forma basis. Such statements are
based on certain assumptions and are subject to certain risks
and uncertainties which could cause
actual results of BHG Retail REIT to differ materially from the
forecast or projected results of BHG
Retail REIT (see Forward-Looking Statements for further
details). Under no circumstances
should the inclusion of such information herein be regarded as a
representation, warranty or
prediction with respect to the accuracy of the underlying
assumptions by BHG Retail REIT, the
Manager, the Trustee, the Sponsor, the Financial Adviser, the
Issue Manager, the Bookrunner and
Underwriter or any other person or that these results will be
achieved or are likely to be achieved.
Investing in the Units involves risks. Prospective investors are
advised not to rely solely on this
section, but to read this Prospectus in its entirety and, in
particular, the sections from which the
information in this section is extracted and Risk Factors to
better understand the Offering and
BHG Retail REITs businesses and risks.
OVERVIEW OF BHG RETAIL REIT
BHG Retail REIT is a Singapore real estate investment trust
(REIT) established with the
investment strategy of investing principally, directly or
indirectly, in a diversified portfolio of
income-producing real estate which is used primarily1 for retail
purposes (whether either wholly or
partially), as well as real estate-related assets in relation to
the foregoing, with an initial focus on
China.
(See Strategy for further details.)
Key Objectives
The Managers key financial objectives are to provide unitholders
of BHG Retail REIT
(Unitholders) with an attractive rate of return on their
investment through regular and stable
distributions to Unitholders and to achieve long-term
sustainable growth in DPU and net asset
value (NAV) per Unit, while maintaining an appropriate capital
structure for BHG Retail REIT.
BHG Retail REIT is focused on investing in quality retail
properties which are strategically located
in Tier 1, Tier 2 and other cities of significant economic
potential in China.
1 The term primarily shall mean more than 50.0% of NLA or (in
the case of a property where the concept of NLA
is not applicable) GFA of a property is used for retail
purposes.
1
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IPO Portfolio
The initial portfolio of BHG Retail REIT (the IPO Portfolio)
will comprise five retail properties
strategically located in Tier 1, Tier 2 and other cities of
significant economic potential in China,
with an aggregate GFA of approximately 263,6881 sq m and a total
appraised value of
approximately RMB2.8 billion2 (equivalent to approximately
S$605.9 million) as at 30 June 2015.
The IPO Portfolio consists of:
a 60.0% interest in Beijing Wanliu Mall () (Beijing Mall).
Beijing Mallis located at No. 2 Bagou Road, between the
north-western part of Third Ring Road and
Fourth Ring Road at Haidian District in the north-western area
of downtown Beijing. Beijing
Mall comprises seven storeys and is in close proximity to
Zhongguancun and surrounded by
high-end residential developments and educational institutions
including several
universities;
Hefei Mengchenglu Mall () (Hefei Mall). Hefei Mall is locatedat
No. 99 Mengcheng Road. Hefei Mall comprises seven storeys and is
located in the North
First Ring retail hub, which comprises several mature
residential communities, a number of
government organisations and high quality office projects;
Chengdu Konggang Mall () (Chengdu Mall). Chengdu Mall islocated
at No. 166 Jinhua Road, Shuangliu County in Chengdu, Sichuan
Province. Chengdu
Mall comprises seven storeys and is located in an emerging
residential area which comprises
high density residential communities and targets upper middle
class shoppers including
young families with children;
the 15,345.08 sq m of space known as Dalian Jinsanjiao Property
()(Dalian Property). The Dalian Property is located at No. 18
Huadong Road in Dalian in
Xinhe Building. It is located in the Jinsanjiao area not far
from the Huanan retail hub and is
easily accessible by major transportation networks and is
located at the traditional residential
area of Jinsanjiao providing a steady stream of customers. The
Dalian Property is master
leased to Beijing Hualian Hypermarket Co., Ltd. (BHG
Hypermarket) which is listed on the
Shanghai Stock Exchange (see The Sponsor Beijing Hualian Group
for further details);
and
Xining Huayuan Mall () (Xining Mall). Xining Mall is located at
No.16-19 Shipo Street in Xinings Ximen-Dashizi retail hub which is
the political, cultural and
business centre of Xining with a high population density
targeting individuals with middle or
upper-middle level income. Xining Mall comprises four storeys
and is under a master lease
with BHG Hypermarket as the master lessee,
(together, the Properties).
(See Business and Properties for further details.)
1 Based on the Building Ownership Certificates of the Properties
in the IPO Portfolio (see Certain Defined Terms and
Convention for details regarding the computation of GFA).
2 Based on the average of the two independent appraisal values
for the Properties and a 60.0% interest in Beijing
Mall. The appraisal value for the Properties based on a 60.0%
interest in Beijing Mall ranges from S$605.5 million
to S$606.4 million. The average of the two independent appraisal
values of the Properties based on 100.0% interest
in Beijing Mall is RMB3.6 billion (equivalent to approximately
S$778.0 million). The appraisal value for the Properties
based on 100.0% interest in Beijing Mall ranges from S$777.6
million to S$778.5 million.
2
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KEY INVESTMENT HIGHLIGHTS
The Manager commissioned the Independent Market Research
Consultant to prepare an
independent market research report of the real estate and
economic markets in the PRC,
especially in Beijing, Hefei, Chengdu, Dalian and Xining for the
purpose of inclusion in this
Prospectus. All information about the location of the
Properties, the real estate and economic
markets in the PRC in the Key Investment Highlights is extracted
from Appendix F, Independent
Market Research Report. See Appendix F for further details1.
The Manager believes that an investment in BHG Retail REIT
offers the following attractions to
Unitholders:
(1) First pure-play China retail REIT sponsored by a China-based
group
BHG Retail REIT is the first retail REIT sponsored by an
established PRC homegrown retail
property operator, Beijing Hualian Department Store Co., Ltd.,
or the Sponsor.
The IPO Portfolio comprises five retail properties located in
strategic cities throughout China
valued at approximately RMB2.8 billion2 (equivalent to
approximately S$605.9 million) as at
30 June 2015.
In view of the quality and location of the assets as well as the
lease expiry profiles, the
Manager believes that the Properties will deliver stable income
and potential for long-term
growth in distribution to Unitholders, and allow Unitholde