Non-Deal Roadshow Presentation June 2012 ARA-CWT Trust Management (Cache) Limited
Important Notice This presentation does not constitute an offer, invitation or solicitation of securities in Singapore or any other jurisdiction nor should it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This presentation may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the current views of management on future events. The value of units in Cache Logistics Trust ( Cache, and units in Cache, Units ) and the income derived from them, if any, may fall or rise. Units are not obligations of, deposits in, or guaranteed by, ARA-CWT Trust Management (Cache) Limited, as the manager of Cache (the Manager ), or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors should note that they will have no right to request the Manager to redeem or purchase their Units for so long as the Units are listed on Singapore Exchange Securities Trading Limited (the SGX-ST ). It is intended that holders of Units may only deal in their Units through trading on the SGX-ST. The listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of Cache is not necessarily indicative of the future performance of Cache. 2
Section 1 Summary of Resolutions Sought ARA-CWT Trust Management (Cache) Limited
Resolution 1 (Ordinary Resolution) 1 Summary of Resolutions Sought The Proposed Acquisition and Master Lease of Pandan Logistics Hub ( the Property or PLH ) Seeks approval from Unitholders for the proposed acquisition of the Property from 49 Pandan Pte. Ltd., a wholly-owned subsidiary of CWT Limited (the Acquisition ) Upon completion of the acquisition ( Completion ), CWT Limited shall enter into a master lease agreement to lease the whole of the Property for three years ( Master Lease ) Resolution 2 (Ordinary Resolution) 1 The Proposed Agreement for Lease and Escrow Leases in Relation to Pandan Logistics Hub Upon Completion, CWT Limited will also enter into an agreement for leases ( AFL ) to lease the First Storey Premises and Fifth Storey Premises of the Property for four and two years, respectively The two leases under the AFL will be held in escrow and commence upon the expiry of the Master Lease ( Escrow Leases ) Resolutions 1 and 2 are inter-conditional Note:(1) Rule 919 of the Listing Manual prohibits interested persons and their associates from voting on a resolution in relation to a matter in respect of which such persons are interested in at the Extraordinary General Meeting ( EGM ) IMPORTANT DATES AND TIMES Last date and time for lodgement of proxy forms : Sunday, 17 June 2012 (2:00 p.m.) Date of Extraordinary General Meeting : Tuesday, 19 June 2012 (2:00 p.m.) Place of EGM : InterContinental Singapore 80 Middle Road Singapore 188966 4
Section 2 REIT Overview ARA-CWT Trust Management (Cache) Limited
REIT Overview Listed on the SGX-ST on 12 April 2010 and has a market cap of S$724.4m 1 as at 31 May 2012 Quality portfolio of 11 prime logistics properties es 4.5m sf GFA portfolio of logistics properties valued at approx. S$878.0m Strong sponsorship by CWT Limited Rebased to 100% Cache Outperformance of Market 115% 110% 105% 100% 95% Jan 12 Feb 12 Mar 12 Apr 12 May 12 Jun 12 Cache FTSE ST Index Significant growth of REIT Recent acquisition of Pan Asia Logistics Centre Proposed acquisition of Pandan Logistics Hub Note: (1) Based on market closing price of S$1.035 on 4 May 2012 (2) Based on closing price of S$0.925 on 3 January 2012 Total Returns YTD of 15.9% 2 S$0.105 of share price appreciation S$0.042 of dividends 6
Section 3 Acquisition of Pandan Logistics Hub ARA-CWT Trust Management (Cache) Limited
Transaction Summary Transaction Summary Pandan Logistics Hub 49 Pandan Road Located in the Penjuru area of Jurong Industrial Estate 5-storey ramp-up p logistics warehouse GFA: approx. 329,000 sf Independent Valuation (as of 31 March 2012) Knight Frank - S$66.0m CKS Property Consultants - S$66.5m Purchase Price S$66.0m Total acquisition cost of S$69.3m Fully funded with bank borrowings 1 Approx. 7.6% NPI yield on starting rent Note: (1) Acquisition Fee to be paid in the form of units as required by the Property Funds Appendix 8
Enlarged Portfolio Post Acquisition Second Link (Tuas checkpoint) Jurong Island 2 Juron g Port Johor Causewa y Link 1 3 4 Pasir Panjang Terminal Keppel Termin al Sembawang Wharves Pulau Ubin 8 9 11 7 10 Changi 6 International 5 Airport 1. CWT Commodity Hub 2. CWT Cold Hub 3. Kim Heng Warehouse 4. Pandan Logistics Hub 5. Schenker Megahub 6. Hi-Speed Logistics Centre 7. C&P Changi Districentre Sentosa 8. C&P Changi Districentre 2 9. APC Distrihub 10.Pan Asia Logistics Centre Pandan Logistics Hub 5-storey ramp-up logistics warehouse Completed in 2011 GFA approximately 329,000 sf Sale and leaseback with CWT Limited Approximately 7.6% NPI yield on starting rent Contracted t average lease term of 4.3 years Fully occupied with 7 end-users 2.5% step-up in rental every year 11.Air Market Logistics Centre 12. Jinshan Chemical Warehouse (China) 9
Method of Financing Capital Management Exercise A new bank facility of S$375.0m 1 (secured against existing collateral) to retire the existing S$203.0m bank facility and $40m unsecured loan Enables the funding of the property without providing further security The effective interest rate for the existing S$203.0m loan is 3.1% plus Swap Offer Rate ( SOR ) as opposed to 2.8% plus SOR for the new bank facility of S$375.0m Post completion, aggregate leverage of Cache will increase from 27.7% to 32.5% (2) (for illustrative purpose) Notes: (1) New bank facility comprises a S$313m term loan and a $62m revolving credit facility provided by Standard Chartered Bank and DBS Bank. (2) Assuming that the Manager borrowed S$79.6 million to finance the Acquisition and the refinancing costs, and taking into account the 60,000,000 units issued as a result of a private placement exercise concluded in March 2012, the completion of the acquisition of Pan Asia Logistics Hub and the capital management exercise 10
Rationale for the Transaction Competitive Strengths of Pandan Logistics Hub Strategically t located Modern and Attractive Technical Specifications High Occupancy Rate and Predictable cash flow A Quality Base of End-Users Increased Portfolio Size Creates Stronger Platform for Further Acquisition Growth Higher Locked-In Rental Escalation In line with Manager s Investment Strategy and provides an Opportunity for Further Exposure to the High-Growth Logistics Sector Overall Enhancements to Portfolio 11
Rationale for the Transaction Increased Portfolio Size Creates Stronger Platform for Further Acquisition Growth Higher Locked-In Rental Escalation compared to the Existing Portfolio and the Industry Norm 2 Increase in investment property base 1 Higher locked in rentals from step-up escalation 960 944 2.50% 2.50% 940 900 880 878 3.0% 2.5% 2.0% 920 1.50% 1.5% 1.0% 860 0.5% 840 0.0% Property base prior to acquisition (S$m) Property base post acquisition (S$m) Bottom range of Cache existing portfolio and industry norm Top range of Cache existing portfolio and industry norm PLH In line with Manager s Investment Strategy and provides Further Exposure to High-Growth Logistics Sector Net property income yield for the first year is 7.6%, which is in line with Cache s existing portfolio s average net property income yield Notes: (1) Based on valuations of the Cache s existing portfolio of properties as at 31 December 2011 and the costs of the recently completed Pan Asia Logistics Centre and Pandan Logistics Hub (2) Based on publicly available information of the actual transactions involved in IPOs as well as subsequent transactions between REITs and their respective lessee 12
Rationale for the Transaction Increases market share of ramp-up p warehouse in Singapore Overall Enhancements to Portfolio 24% 4.65 22.9% 23% 4.60 4.6 23% 4.55 22% 4.50 22% 21.2% 2% 44 4.45 21% 21% 20% Market Share prior to acquisition Market share post acquisition rs yea 4.40 4.35 4.30 Lowers average age of portfolio Existing Portfolio 4.4 Enlarged Portfolio Improved lease expiry profile Further income diversification % of occupied GFA 2013 2014 2015 2016 2017 2018 2019 2020 and beyond Existing portfolio 1.8% 6.4% 34.6% 33.4% 0.0% 0.0% 7.3% 16.5% Enlarged portfolio 1.7% 5.9% 36.4% 31.1% 1.5% 0.0% 8.0% 15.4% 45% 43% 41% 39% 37% 43.7% Contribution to Cache NPI from CWT Commodity Hub before acquisition 40.6% Contribution to Cache NPI from CWT Commodity Hub after acquisition 13
Financial Effects FOR ILLUSTRATIVE PURPOSE ONLY Pro-Forma DPU accretion 1 for FY 2011 as if Cache had purchased the Property on 1 Jan 2011 and held and operated the Property through to 31 Dec 2011 Pro-Forma DPU accretion 1 for 1Q2012 2 as if Cache had purchased the Property on 1 Jan 2012 and held and operated the Property through to 31 Mar 2012 8.5 85 8.5 8.4 8.471 2.2 2.1 2.148 8.4 2.1 8.3 8.3 8.2 8.235 2.1 2.1 2.086 8.2 2.1 8.1 DPU (cents) before acquisition DPU (cents) post acquisition Notes: (1) DPU Accretion calculation assumes the new bank facility had been in place at the time of each respective DPU accretion scenario as well as the issuance of units to the Manager as consideration for the fees payable in respect of the acquisition iti of the Property and the payment of all management fees (2) The DPU included the advanced distribution of 2.044 cents per Unit made to existing unitholders, being the unitholders registered with The Central Depository (Pte) Limited ( CDP ) on 29 March 2012, the day immediately prior to the date on which the new units were issued. 2.0 DPU (cents) before acquisition DPU (cents) post acquisition 14
Proposed AFL and Escrow Leases Triple New Lease rental per annum (S$ millions) 1st Year 2nd Year 3rd Year 4th Year 5th Year 6th Year 7th Year Master Lease 5.20 5.33 5.47 Escrow Leases Lease for First Storey Lease for Fifth Storey % of GFA covered by Escrow Leases - - - 1.20 1.23 1.26 1.29 - - - 1.32 1.35 - - - - - 44.2% 44.2% 21.0% 21.0% Duration of Master Lease Duration of Escrow Leases AFL leases to be held in escrow until the Master Lease expires, following which the Escrow Leases will come into effect Reduces leasing uncertainty for Cache 15
Summary Effects on Portfolio Portfolio before Acquisition Enlarged portfolio post Acquisition Assets under Management 11 12 GFA (approx) 4.50 million sf 4.83 million sf Feature Total no. of Tenants 7 - Ramp-up 2 - Cargo Lift 2 - Single Storey 8 - Ramp-up 2 - Cargo Lift 2 - Single Storey 10 Master Lessees 11 Master Lessees (triple-net rental) (triple-net rental) 2 Tenants in Multi-Tenanted 2 Tenants in Multi-Tenanted Property Property Portfolio Valuation S$878.0 million S$944.0 million 16
Summary of Resolutions Sought Resolution 1 The Proposed Acquisition and Master Lease of Pandan Logistics Hub (Ordinary Resolution) 1 Resolution 2 The Proposed Agreement for Lease and Escrow Leases in Relation to Pandan Logistics Hub (Ordinary Resolution) 1 Resolutions 1 and 2 are inter-conditional Note: (1) Rule 919 of the Listing Manual prohibits interested persons and their associates from voting on a resolution in relation to a matter in respect of which such persons are interested in at the EGM. 17
Section 4 Existing Portfolio of Quality Assets ARA-CWT Trust Management (Cache) Limited
Existing Quality Portfolio Singapore - West Zone As at 31 Mar 2012 CWT Commodity Hub CWT Cold Hub Kim Heng Warehouse Lessee CWT 1 CWT 1 Kim Heng 1 Ramp-up feature Single Storey Location Penjuru Penjuru Penjuru GFA (approx) 2,300,000 sf 342,000 sf 54,000 sf Valuation 2 (S$m) $346.9 $139.6 $9.4 Notes: (1) Master lease (2) Valuation dated 31 Dec 2011 19
Existing Quality Portfolio Singapore - East Zone As at 31 Mar 2012 Schenker Megahub Hi-Speed Logistics Centre C&P Changi Districentre C&P Changi Districentre 2 Lessee C&P or Subsidiaries 1 C&P or Subsidiaries 1 C&P or Subsidiaries 1 C&P or Subsidiaries 1 Ramp-up feature Cargo Lift Location ALPS ALPS Changi South Changi South GFA (approx) 440,000 sf 309,000 sf 364,000 sf 111,000 sf Valuation 2 (S$m) $104.5 $73.3 3 $87.3 $20.7 Notes: (1) Master lease (2) Valuation dated 31 Dec 2011 20
Existing Quality Portfolio Singapore - East Zone China As at 31 Mar 2012 APC Distrihub Pan Asia Logistics Centre Air Market Logistics Centre Jinshan Chemical Warehouse Lessee APC and Flextronics Pan Asia Logistics 1 Air market Express 1 CWT 1 Ramp-up feature Cargo Lift Single Storey Location Changi North Changi North Loyang Shanghai GFA (approx) 177,000 sf 197,000 sf 63,000 sf 146,000 sf Valuation 2 (S$m) $32.2 2 $35.2 $13.0 Notes: (1) Master lease (2) Valuation dated 31 Dec 2011 except for Pan Asia Logistics Centre which is dated 27 Jan 2012 RMB 77.2 (c.s$15.9) 21
Thank you 22