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Module 1: REIT & Capital Management

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1. Introduction

What is a REIT?

Why REIT?

Risk-Return Continuum

Typical Structure of an S-REIT

The Evolution of S-REITs

2. How Investors Evaluate S-REITS

What make a good REIT?

How Investors evaluate S-REITs? Property Performance Capital Structure REIT’s Market Performance Portfolio Exposure Other Factors

3. Strategies to Maintain DPU Stability & Long Term Growth

What is the job of a REIT Manager?

4. Break + Class Activity

5. Capital Management & Fund Raising

General Capital Market Financing Instruments

Funding Sources & Tools for S-REITs Equity Capital Market

Successful Acquisition of MBC 1 Case Study: Funding of MBC 1 Acquisition

Debt Capital Market – Type of Instruments Debt Capital Market – Advantages

Hybrid Instruments Hedging

Capital Management

6. Conclusion

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Module 2: REITs Regulations

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1. Overview of REITs?

What is a REIT?

Basic Structure of REITs

Responsibilities of REIT Manager

Responsibilities of the REIT Trustee

Establishing a REIT

Income Model of a REIT

Investment Strategy of a REIT

REITs Market in Singapore

2. Regulatory Framework

Regulations

Tax

Permissible Investments

Minimum Threshold for Investment

Permissible Investments

5% Single Limit for Investments

Limits on Development

Revenue from Non-Rental Operations

Aggregate Leverage Limits

Safeguard for Distributions to Unitholders

Independent Valuations at IPO

Independent Valuations at Post-IPO

Independent Financial Adviser (IFA)

Divestments in IPTs

Acquisitions and Disposals outside IPTs

Usage of Desktop Valuations in Real Estate

Joint Ownership

Duties of Trustee during Contract Review

Entrenchment

Property Management Agreement

Discount to Institutional Investors

Annual General Meetings (AGM)

REITs from Developing Markets

3. Establishing the REIT Manager

General Requirements

Capital Markets Services Licence

Management Team

CMSL Examination

Board Composition

Audit Committee

Nominating Committee & Remuneration Committee

4. Key Differences between REITs, BTs and Companies

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Module 3: Asset Planning

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1. What is an Asset plan?

Definition

Purpose

Key components of Asset plan

2. How do we formulate the Asset plan?

Formulate Vision Statement & Objectives

Collect research on asset, industry & market Property reports Life cycle cost assessment Gap analysis report

Perform SWOT Analysis Internal factors – strengths Internal factors – weakness External factors – opportunities External factors – threats The SWOT analysis

Identify asset strategic issues Identify the strategic issues

Develop asset action plan Formulate the action plans Example of action plan

Review asset financials Review financials Review capital expenditure Hold/sell strategy

3. Case Study & Group Presentations

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Module 4: Trust Issues for REITs

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1. Review of Trust Concept

Definition of a trust – by Underhill and Hayton

Definition of Real Estate Investment Trust (REITs)

2. The Trust Structure

Typical S-REIT Structure

Typical Structure to hold underlying assets of the Trust

3. The Trust Instrument

The Trust Deed and choice of Governing Law

4. Roles and Responsibilities of trustee

Appointment of an Independent Trustee

An Independent Trustee – Qualifying Criteria

Key Principles and Resources of an Independent Trustee

Trustee Services for S-REITs Pre Launch At Launch Post Launch

5. Case Study

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Module 5: Marketing & Communications

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1. Building the loyalty of Shoppers through:

Shopper- centric experience and Loyalty programmes CapitaStar, CapitaCard & CapitaVouchers Understanding the shoppers through use of data Group-wide vs Mall-wide marketing campaigns Digital Marketing / Online-Offline Marketing strategy

2. Building a stronger relationship with Tenants through:

Tenant Engagement Programme Knowledge sharing and keeping abreast of market trends through seminars,

workshops and networking sessions Value added initiatives by centralization & leveraging on technology Tenant satisfaction survey

3. Building Communities in which we operate through:

Events that support community causes

Corporate Social Responsibility programme – MySchoolBag

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Module 6: Operational Asset Management

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1. Role of the Asset Manager

How to identify a good Asset Manager

Minimum core skills required

2. Optimising Portfolio Performance

Understanding the performance of the portfolio through key parameters (NPI, NPI margin, property yield, occupancy, rental reversion, retention, WALE etc.)

Using Hold/Sell Analysis Model to understanding repositioning opportunities and its impact

Use Valuation Model as a ‘GPS’ for Asset Manager to constantly improve asset performance

3. Customer Engagement – Deepen understanding of customers and their needs

Know your current target customers and their needs

Identify future possible customers when positioning the asset

Effective tenant management to maintain high retention, i.e. customer relationship building

Understanding customers’ industry, anticipate needs and find solutions

Where possible to achieve highest rent possible; offering lower than market rent needs no skills

Ensure building maintenance and infrastructure commensurate with asset positioning

4. Asset Audit and Repositioning

Output of Hold-Sell and ‘GPS’ analysis to identify asset competitiveness

Creating & implementing repositioning strategies

Understand the impact of repositioning/redevelopment

Understand how to decide whether to reposition or redevelop

Understand strength & weakness of units in the building- review which units are vacant for a long time

5. Asset Enhancement Initiatives (AEI) Output of Hold-Sell and ‘GPS’ analysis to identify asset competitiveness Creating & implementing repositioning strategies Understand the impact of repositioning/redevelopment Understand how to decide whether to reposition or redevelop Understand strength & weakness of units in the building- review which units are vacant

for a long time

6. Costs & Service Management

Understand the balance between necessities and luxuries when embarking on Asset Enhancement Initiatives (AEI): Functional / Economic / Physical obsolescence Keeping track of changes in the market: What is the competition doing? AEI contribution towards valuation

7. Risk Management

Customer credit review

Security deposit management

Arrears management

Building wale and expiry concentration risk management

Tenant industry exposure

Regulatory compliance

Insurance

8. Resource Management

Effectively mobilize internal resources (property managers, leasing managers, shared services etc.) to drive outcomes

Importance of integration of systems to ensure “single source of truth” and operational efficiency – 80:20 rule

Importance of structuring operational financial regulations to ensure compliance to business objectives yet allow freedom to operate within a guided framework

9. Case Study

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Module 7: Tax Issues for REITs

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1. Typical S-REIT Structure 2. Taxation of S-REIT

General tax rules in Singapore

Conditions for tax transparency treatment

Scenarios that qualify for 13 (12) tax exemption

3. Taxation of unit holders

Types of distribution a unit holder may receive

Singapore taxation for unit holders

4. Tax Considerations for Real Estate

Acquisition Tax issues

Holding Period

Exit

Safe Harbour rule

5. Asset vs Share Deal

Advantages of Asset Deal

Disadvantages of Asset Deal

Advantages of Share Deal

Disadvantages of Share Deal

6. Conclusion

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1. What is Capital Investment?

Objective of Capital Investment Short term Long term

2. Asset Upgrade

Evaluating requirements

Evaluating returns

Planning & Implementation

3. Capex

Benchmarking

Capex planning

Measuring returns on capex

4. New Asset

Investment Objectives

Asset Acquisition Investment Process Deal screening Due diligence Approval process Funding Execution Asset management

5. Case Study

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1. Introduction

What is Investor Relations?

Investor Relations & its Evolution

IR and its value to investors

Why is this important?

2. Who are the target audience?

3 broad categories

What do the investment community need?

Who are the analysts? Analyst reports (sample)

Institutional Investors Categories of Institutional Investors

New Kids on the block

Private Investors Know your target investors General investors profile

What do management need? Share price performance vs peers Tracking our investors Feedback to Board of Directors

3. IR Tools

Key takeaways

Some of the skill sets

4. Case Study

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END

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Speakers Profiles

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Teh Hoe Yue

Partner, Allen & Gledhill LLP

Hoe Yue’s area of practice encompass capital markets, real estate

investment and business trusts.

Hoe Yue has substantial experience in relation to advising on the structuring,

establishment and listing of real estate investment trusts and business trusts

(including the largest initial public offering of real estate investment trust

and a business trust on the SGX-ST). In addition, he has considerable

experience in right issues, private placements and preferential offerings. He

also provides advice in the offering of convertible bonds on the Singapore

Exchange by real estate investment trusts.

Hoe Yue graduates from the National University of Singapore with an LL

(Hons) degree and joined Allen & Gledhill in 2006.

Karen Lee

Head, Singapore Portfolio Operations

Ascendas Funds Management (S) Limited

Karen oversees the portfolio management in Singapore. She is responsible

for the operational performance for Ascendas Reit’s properties in Singapore

and executing its operational strategies in Singapore. In addition, she

oversees the Property Manager, ASPL, in the delivery of customer care and

services and has the responsibility of maximising customer retention, loyalty

and satisfaction.

Prior to joining the Manager, Karen served as Head of Lease Operations in

JTC Corporation and Vice President in Trust Company Asia in charge of client

services. Karen has over 15 years of experience in the real estate industry

covering various areas of industrial lease and property management and

marketing in Singapore and Vietnam.

Karen holds a Bachelor of Science (Economics) (Hons) degree and a Master

of Science (Real Estate) from the National University of Singapore.

Chan Kong Leong

Chief Executive Officer

ARA Trust Management (Suntec) Ltd

Mr Chan Kong Leong was appointed as Chief Executive Officer on 1 January

2017. He is a Director of One Raffles Quay Pte. Ltd., Suntec Harmony Pte.

Ltd. and Park Mall Pte. Ltd. Mr Chan is also a Partners’ Representative of

BFC Development LLP. Prior to this, he was the Chief Operating Officer of

Suntec REIT and was responsible for all operational matters, including asset

management, investment, finance, investor relations and strategic planning.

Before joining Suntec REIT, Mr Chan was with the CapitaLand Group where

he held senior management appointments including Senior Vice President,

Head of Regional Investment, Asset & Fund Management of CapitaLand

Mall Asia, Program Director of CAPITASTAR and Regional General Manager,

West China.

Mr Chan has 19 years of private and public sector experience in managing

investment, development, asset management, operations, strategic

planning, stakeholder relations and corporate functions. He has held other

senior management appointments in the last 13 years including Head of

Corporate Finance, Investor Relations & Corporate Communications at

GuocoLand Limited and Chief Operating Officer of Sembawang Kimtrans

Ltd. Before his move to the private sector, Mr Chan was with the Singapore

Economic Development Board where he was responsible for formulating

economic engagement strategies and promoting economic linkages

between Singapore and Indonesia.

Mr Chan graduated with a First Class Honours in Bachelor of Science in

Building from the National University of Singapore. As the best graduate for

the entire course of study, he was awarded the Lee Kuan Yew Gold Medal,

the Sally Meyer Gold Medal and the Singapore Institute of Surveyors &

Valuers Gold Medal. Mr Chan is also a Chartered Financial Analyst charter

holder.

Koh Wee Lih

Chief Executive Officer

AIMS AMP Industrial Capital REIT Management Limited

Mr Koh joined the Manager in December 2008 and was appointed the Chief

Executive Officer of the Manager on 1 January 2014. He was subsequently

appointed as a Director on 29 January 2014. Prior to this appointment, Mr

Koh was the Head of Real Estate for the Manager since October 2011 and its

Senior Investment Manager before that.

As the Chief Executive Officer of the Manager, Mr Koh is responsible for the

overall planning, management and operation of the Trust. He works closely

with the Board of Directors to determine business strategies for the strategic

development of the Trust.

Mr Koh has over 20 years of experience in investment, corporate finance and

asset management, of which more than 12 years are in direct real estate,

covering investments, developments, asset management and real estate

private equity in the Asia Pacific region.

Mr Koh holds a Master of Business Administration, a Master of Science in

Industrial and Operations Engineering and a Bachelor of Science (Summa

Cum Laude) in Aerospace Engineering from the University of Michigan.

Steve Ng Head, Marketing & Communications, Singapore CapitaLand Mall Asia Limited Steve has more than 20 years of consumer and corporate marketing experience. He heads the Singapore Group Marketing Communications function and formulates the strategic direction and initiatives to actively engage shoppers, tenants and the communities of CMT's malls. With a suite of loyalty products such as CapitaStar, CapitaVoucher and CapitaCard, he builds greater loyalty amongst shoppers and generates business opportunities for tenants within CMT's malls. He works closely with the malls' marketing communication teams to ensure greater synergies and unlock value for CMT's malls. Steve holds a Bachelor of Science (Economics) in Management Studies from the University of London and a Postgraduate Diploma in eCommerce and Marketing from The Chartered Institute of Marketing.

Cheah Yoke Lan Assistant General Manager, Asset Management Frasers Centrepoint Asset Management (Commercial) Limited Ms Cheah Yoke Lan is responsible for the active asset management of the properties in Australia and the implementation of the business plans. She works closely with the respective property managers to enhance the performance of these assets. She has more than 24 years of valuation and asset management experience. Ms Cheah holds a Bachelor of Property Management (Honours) from University Technology, Malaysia and a Masters in Business Administration from Heriot Watt University, United Kingdom. She is a British Council Scholar and holds both a property management, valuation and estate agent’s licence issued by the Board of Valuers, Appraisers and Estate Agents, Malaysia.

Sharon Lim Chief Executive Officer, Mapletree Commercial Trust Management Limited Ms Sharon Lim is both the Executive Director and the Chief Executive Officer

of the Manager.

Ms Lim is also a Director of Mapletree Commercial Trust Treasury Company

Pte. Ltd., a subsidiary of Mapletree Commercial Trust.

Ms Lim joined the Manager as the Chief Operating Officer in January 2015.

Prior to joining the Manager, Ms Lim held various appointments in the

CapitaLand group of companies. Ms Lim was the Executive Director and

Chief Executive Officer of CapitaMalls Malaysia REIT Management Sdn Bhd,

the manager of CapitaMalls Malaysia Trust, listed on Bursa Malaysia, from

2010. Prior to that, she was responsible for CapitaMall Asia’s retail platform

in Malaysia as Country Head, Malaysia of CapitaMall Trust Management

Limited. Before moving to Malaysia, she was involved in the management of

CapitaMall Trust’s malls in Singapore.

Ms Lim holds a Master of Business Administration degree from Murdoch

University, Australia and a Bachelor of Business degree from the RMIT

University, Australia.

Sin Li Choo

Managing Director, Singapore

Perpetual (Asia) Limited

Li Choo is a Fellow Chartered Accountant, a Certified Financial Planner, a

Registered Trust and Estate Practitioner and a member of the Society of

Estate and Trust Practitioners (STEP).

She started her career in audit in KPMG and thereafter joined British and

Malayan Trustees Limited (“BMT”) as one of the key management

executives, responsible for finance, regulatory reporting, client relationship

and business development and corporate secretariat matters. BMT is

Singapore’s oldest trust company and is listed on the main board of the

Singapore Exchange.

Since 2009, she has been appointed as the country head of the Singapore

office. Her area of focus includes corporate trust matters, structured

finance, private wealth management, fund management services,

succession planning and trusts. She is responsible and accountable for the

continuing growth of the Singapore business, with key focus on managing

strategic directions, operations and cross border business opportunities

involving establishment and launch of funds and trusts. She also has

oversight on the finance, compliance and risk management activities of the

business.

She is a respected trust practitioner, having written and spoken on

corporate trust related matters including REITs, Bonds and Funds. She has

garnered over more than 20 years of experience in corporate and private

trust matters including REIT IPO listings, debt listings and issuances,

corporate restructuring, fund launches and private trust setups. She is also a

qualified resident manager for the Singapore trustee business.

Ng Wei Pheng Tax Director, Pricewaterhouse Coopers LLP Wei Pheng is a Director with the Corporate Tax Advisory Services of PwC Singapore, focusing on real estate and hospitality sectors. Wei Pheng has extensive experience in advising multinational companies and locally listed groups on corporate restructuring and tax planning involving transactions which cross national boundaries. She has been representing clients in disputes resolutions with tax authorities and involve in negotiations of tax incentives with government agencies. Wei Pheng has worked on several listing projects as well as merger and acquisition deals involving real estate investors. Wei Pheng has a Bachelor degree in Accountancy from National University of Singapore and holds a Bachelor of Laws degree from University of London. She is also an Accredited Tax Advisor with the Singapore Institute of Accredited Tax Professionals.

Jonathan Kuah Senior Vice President, Investor Relations & Corporate Communications YTL Starhill Global REIT Management Limited Mr Kuah is responsible for strategic communication with Unitholders, potential investors, analysts and media. He has over 20 years of experience in the financial industry, including 10 years in the real estate industry. Prior to joining the Manager, he spent five years with CapitaLand Limited as Vice President of Investor Relations. Mr Kuah also heal corporate banking positions at HSBC and Credit Agricole Corporate & Investment Bank as well as investment analyst positions at various brokerages. Mr Kuah sits on the Board of Investor Relations Professionals Association (Singapore). Mr Kuah holds a Bachelor of Science in Business Administration (Finance) from California State University, Long Beach, USA.