A HIGH QUALITY RETAIL PROPERTY PORTFOLIO
(a real estate investment trust constituted on 9 July 2013
under the laws of the Republic of Singapore)
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.
SPH REIT Management Pte. Ltd., as manager (the "Manager") of SPH REIT ("SPH REIT"), is making an offering (the "Offering") of 308,884,000 units representing undivided interests in SPH REIT ("Units") for subscription at the Offering Price (as defined below) (the "Offering Units"). The Offering consists of (i) an international placement of 224,902,000 Units to investors, including institutional and other investors in Singapore (the "Placement Tranche") and (ii) an offering of 83,982,000 Units to the public in Singapore (the "Public Offer").
The issue price of each Unit under the Offering (the "Offering Price") will be S$0.90 per Unit. The sole global coordinator and issue manager for the Offering is Credit Suisse (Singapore) Limited (the "Global Coordinator or "Sole Global Coordinator and Issue Manager"). The Offering is fully underwritten at the Offering Price by Credit Suisse (Singapore) Limited, DBS Bank Ltd. and Oversea-Chinese Banking Corporation Limited (collectively, the "Joint Bookrunners and Underwriters" or the "Joint Bookrunners") 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 is one Unit (the "Sponsor Initial Unit"). The total number of outstanding Units immediately after completion of the Offering will be 2,500,995,000 Units. The exercise of the Over-Allotment Option will not increase the total number of Units in issue. Concurrently with, but separate from the Offering, nominees of Orchard 290 Ltd ("O290") and nominees of CM Domain Pte. Ltd ("CM Domain", together with O290, the "Vendors" and each, a "Vendor"), as vendors of the Properties (as defined herein), will receive an aggregate of 1,941,110,999 Units (the "Consideration Units") on the Listing Date (as defined herein) in part satisfaction of the purchase consideration for the Properties. 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 251,000,000 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 (as defined herein).
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 ("IPO") in Singapore. 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 Initial Unit, (iii) the Consideration 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 Manager's fees and (vi) all the Units which will be issued to SPH Retail Property Management Services Pte. Ltd. (the "Property Manager") from time to time in full or part payment of the Property Manager's fees. Such permission will be granted when SPH 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 investor's own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of SPH REIT, the Manager, DBS Trustee Limited, as trustee of SPH REIT (the "Trustee"), Singapore Press Holdings Limited ("SPHL" or the "Sponsor"), the Global Coordinator or the Joint Bookrunners.
SPH 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 Initial Unit, (iii) the Consideration 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 Manager's fees and (vi) all the Units which will be issued to the Property Manager from time to time in full or part payment of the Property Manager's fees on the Main Board of the SGX-ST. SPH REIT's eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, SPH REIT, the Manager, the Trustee, the Sponsor, the Global Coordinator, the Joint Bookrunners 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, SPH REIT, the Manager, the Trustee, the Sponsor, the Global Coordinator, the Joint Bookrunners or the Units.
The collective investment scheme offered in this Prospectus is an authorised scheme 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 "Authority" or the "MAS") on 9 July 2013 and 17 July 2013 respectively. The MAS assumes no responsibility for the contents of the Prospectus. Registration of the Prospectus by the MAS 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 16 July 2014 (12 months after the date of the registration of this Prospectus).
See "Risk Factors" commencing on page 48 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 Global Coordinator or the Joint Bookrunners guarantees the performance of SPH REIT, the repayment of capital or the payment of a particular return on the Units.
Investors who are members of the Central Provident Fund ("CPF") in Singapore may use their CPF Ordinary Account savings to purchase or subscribe for Units as an investment included under the CPF Investment Scheme - Ordinary Account. CPF members are allowed to invest up to 35.0% of the Investible Savings (as defined herein) in their CPF Ordinary Accounts to purchase or subscribe for Units. 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.
In connection with the Offering, the Joint Bookrunners have been granted an over-allotment option (the "Over-Allotment Option") by TPR Holdings Pte. Ltd. (the "Unit Lender"), a company incorporated in Singapore that is a wholly-owned subsidiary of the Sponsor, exercisable by Credit Suisse (Singapore) Limited (the "Stabilising Manager") (or any of its affiliates or other persons acting on behalf of the Stabilising Manager), in consultation with the other Joint Bookrunners, in full or in part, on one or more occasions, only from the Listing Date but no later than the 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 55,988,000 Units, representing 18.1% of the total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of 55,988,000 Units (representing 18.1% 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 any of its affiliates or other persons acting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunners and 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). 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 laws of any state of the United States and accordingly, may not be offered or sold within the United States (as defined in Regulation S under the Securities Act ("Regulation 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 outside the United States in offshore transactions as defined in, and in reliance on, Regulation S.
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In particular, the units of PARAGON REIT have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act. The units of PARAGON REIT are only being offered outside the United States in reliance on Regulation S under the U.S. Securities Act or otherwise pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.
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