| 1. |
Why has the Board of Macquarie Pacific Star, the Manager of MP REIT, decided to proceed with the Strategic Review? |
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- The Board has taken this decision in order to review strategic options for MP REIT, with the specific objective of enhancing value for all Unitholders.
- This decision took into account the receipt of a number of unsolicited approaches to Macquarie Real Estate Singapore (Macquarie), which has about a 26% interest in MP REIT and an associated entity indirectly holding a 50% interest in Macquarie Pacific Star, and the fact that the unit price had traded at a substantial discount to MP REIT’s net asset value (NAV) of S$1.61.
- In the interests of all Unitholders, Macquarie would like all Unitholders to be offered the same opportunity to realise greater value from their investment. Consequently, it is appropriate for the Board to consider various options to maximise value on behalf of MP REIT’s Unitholders.
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| 2. |
What are the options being explored under the Strategic Review? |
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- The Review will consider both corporate and asset level strategies.
- Interested parties have been invited to submit indicative proposals. Based on this, short listed bidders will be invited to conduct due diligence.
- Macquarie Pacific Star’s preference is to receive proposals for all of the units of MP REIT or, failing which, for all of the REIT’s properties. It will, however, not rule out any option at this time without looking at specific proposals that interested parties may submit. Ultimately, the proposals will be assessed based on their ability to deliver value to all Unitholders.
- The Board will assess all proposals received on their merits, and will only propose a transaction if it feels the proposal is preferable to the status quo.
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| 3. |
Is Macquarie planning to sell its stake in MP REIT? |
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- Macquarie has made no final decision in relation to its stake in MP REIT as this is dependent on the outcome of the strategic review, to which Macquarie committed its support in a press release dated 19 February 2008. Macquarie strongly supports the specific objective of the strategic review, which is to enhance value for all MP REIT unitholders, and to enable all unitholders to participate in any value-maximising proposal on the same basis as Macquarie.
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| 4. |
How does the Strategic Review affect MP REIT’s debt financing? |
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- In light of the Strategic Review, MP REIT has arranged for the extension of debt facilities maturing in May and August 2008 to the end of September 2008.
- The refinancing was secured on competitive terms, and will allow the Strategic Review to proceed with flexibility and remove the need to incur additional costs to unwind longer-term loans, which may be necessary if there is a transaction pursuant to the Review.
- MP REIT’s credit worthiness is supported by the high quality of MP REIT’s underlying assets, low gearing, rental reversions, occupancy levels and tenancies. These attributes remain unchanged.
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| 5. |
What are the key process steps of the Strategic Review? |
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- Interested parties have been invited to submit indicative proposals. Based on this, short listed bidders will be invited to conduct due diligence.
- Final and binding proposals will then be submitted and, subject to the agreement of the Board and Trustee, a selected proposal will then be put forth to Unitholders for their approval.
- The process will comply with all Securities Industry Council (SIC) and other regulations.
- The intent is to ensure fair and equitable treatment for all Unitholders.
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| 6. |
What sort of fees (if any) may be incurred in conjunction with the Strategic Review? |
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- Macquarie Pacific Star is entitled to a performance fee if the total accumulated return of the Units exceeds the accumulated return of the Benchmark Index in any six-month period. The performance fee structure is calculated in two tiers, to align the interests of Macquarie Pacific Star, the REIT Manager, with those of Unitholders. Details of how the fee is calculated can be found on page 184 of the MP REIT IPO Prospectus.
- The implemented transaction may also give rise to divestment fees payable to the REIT Manager. Details of this can be found on page 36 of the MP REIT IPO Prospectus.
- An implemented transaction may also give rise to a Proprietary Information Licensing Agreement (PILA) fee to Macquarie in consideration for proprietary information, systems and processes that Macquarie provided to MP REIT. This is a flat fee of S$21.7m. More information can be found on page 180 of the MP REIT IPO Prospectus.
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| 7. |
Will the Strategic Review have any impact on normal operations and ongoing corporate actions? |
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- The REIT Manager will continue to work in the best interest of Unitholders.
- It will be business as usual at all MP REIT properties, and the REIT Manager will continue to assess potential value accretive acquisitions even as the Review is being conducted.
- With regard to the previously announced Unit Buyback Scheme, the buyback has been deferred until further notice.
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| 8. |
What is the value of MP REIT’s portfolio? |
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- As at 31 December 2007, MP’s portfolio value was S$2.2 billion and the Net Asset Value (NAV) per unit was S$1.61.
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| 9. |
How has MP REIT performed since its IPO? |
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- The REIT has been well managed, and has successfully achieved DPU growth since its IPO. In 4Q2007, DPU was 1.68 cents, 9.1% higher than that in the previous quarter.
- MP REIT’s assets have provided attractive returns to investors, with the initial portfolio delivering an ungeared return since listing of approximately 47%.
- The quality of MP REIT's assets has been further supported by the recent announcement of the NAV as at 31 December 2007 of S$1.61 per unit – a 39% increase over the past year since 31 December 2006.
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| 10. |
What are the key merits of MP REIT versus other REITS in the market? |
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We believe that MP REIT compares very favourably with other current peers. MP REIT offers:
- High quality, landmark properties located in the heart of Singapore’s premier shopping and tourist precinct, Orchard Road
- Stable earnings and cashflows underpinned by strong portfolio fundamentals
- Attractive yield, valuations and investment fundamentals
- Access to a good blend of local and global real estate management capabilities
- Experienced, dedicated management and strong corporate governance framework
- Strong potential for growth from active management of assets and via acquisitions
- First right of refusal to pipeline of retail properties with GFA of more than 1 million square feet in Chengdu, China
- Management fee structure that truly aligns the interests of both the Manager and Unitholders
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