Ÿ World's largest IPO of a REIT
Ÿ Hong Kong's first REIT
Ÿ Biggest privatisation of its kind in Hong Kong
Ÿ Hong Kong Public Offering (HKPO) Discount of 5% to the final offer price
o Price range per unit (after HKPO Discount):
Ÿ HK$9.22 - HK$ 9.78
o Distribution yield range (after HKPO Discount):
Ÿ FY 2006(1): 5.83% - 6.18%
Ÿ FY 2007(2) : 6.31% - 6.70%
Ÿ HKPO period: 9:00 a.m. on Monday, 14 November 2005 to 12:00 noon on Thursday, 17 November 2005
The Hong Kong Housing Authority ("HKHA") and The Link Management Limited ("The Link Management") today announced details of the world's largest initial public offering of a real estate investment trust, Hong Kong's first REIT and Hong Kong's biggest privitisation of its kind, the Global Offering of units in The Link Real Estate Investment Trust ("The Link REIT").
The Permanent Secretary for Housing, Planning & Lands (Housing), Mr Leung Chin-man, said at a press conference: "The divestment plan is a three-win formula for the Government, the real estate and financial markets and the people of Hong Kong."
"It also demonstrates the Government's commitment to the small government, big market principle," he said.
The Link Management's Chairman of the Board, Mr Paul Cheng Ming-fun, said: "The Link REIT's property portfolio is Hong Kong's largest portfolio of retail properties held by a single owner in terms of internal floor area. I have full confidence in our management team's ability to realise the full potential of these assets which serve as the link that binds our communities."
"In advancing our mission, " he added, "we would also be mindful that good corporate citizenship is an important part of this or any business."
The Link Management's Chief Executive Officer Mr Victor So Hing-woh, said: "Our shopping centres and carparks are part of the daily lives of millions of Hong Kong people. By managing the properties with novel ideas, we aim to realise our vision for a quality shopping experience and promising business opportunities, while generating stable returns for our unitholders."
The Global Offering Units and Offer Price
The Global Offering comprises:
Ÿ a Hong Kong Public Offering of initially 577,754,000 units to the retail investors in Hong Kong, representing approximately 30% of the total number of units (subject to adjustment), and
Ÿ an International Offering of initially 1,348,092,000 units to institutional, professional and other investors, including Hong Kong Mandatory Provident Funds, CapitaLand Limited as Strategic Partner and to a Public Offer Without Listing in Japan, representing approximately 70% of the total number of Units (subject to adjustment and before taking into account any exercise of the Over-allotment Option).
The final split of the units allocated between the Hong Kong Public Offering and the International Offering depends on the level of demand in the Hong Kong Public Offering and will be subject to adjustment by the Joint Global Coordinators. If the Hong Kong Public Offering is oversubscribed, the Joint Global Coordinators will have the discretion under a clawback mechanism to increase the number of units allocated to the Hong Kong Public Offering subject to the agreement of The Link Managment and HKHA.
Up to 211,608,000 additional units, representing about 11.0% of the Global Offering, have been reserved for the Over-allotment Option.
The International Offering offer price per unit:
Ÿ is expected to be within the range of?HK$9.70 to HK$10.30 (the "Maximum Offer Price").
The Hong Kong Public Offering offer price per unit, being the International Offering offer price per unit less the 5% Hong Kong Public Offering Discount:
Ÿ is expected to be within the range of HK$9.22 to HK$9.78 (the "Discounted Maximum Offer Price")
Applicants in the Hong Kong Public Offering must pay the Discounted Maximum Offer Price plus brokerage of 1%, Hong Kong Stock Exchange trading fee of 0.005%, Securities and Futures Commission ("SFC") transaction levy of 0.005% and investor compensation levy of 0.002% (the "Other Transaction Costs"). Units will be traded in board lots of 500 units.
With a total of 2,137,454,000 units being offered in the Global Offering, assuming the Over-allotment Option is exercised in full, the expected market capitalisation of The Link REIT is HK$22,016 million, based on the Maximum Offer Price.
Hong Kong Public Offering Discount
Applicants who successfully apply for units under the Hong Kong Public Offering will be entitled to receive a 5% Hong Kong Public Offering discount to the final offer price per unit. The Discounted Maximum Offer Price payable on application has been rounded down to the nearest cent. If the final offer price is lower than the Maximum Offer Price, the discounted price per Hong Kong Public Offering unit will be rounded up or down, as the case may be, to the nearest cent.
The discount applies to all applicants under the Hong Kong Public Offering, regardless of whether the applicant applies electronically, using the WHITE application form, or using the YELLOW application form. The discount is not applicable to applicants in the International Offering.
The Link REIT's distribution policy
The Link Management's current distribution policy is to distribute 100% of The Link REIT's Total Distributable Income as described below for each financial year, and the indicative distribution yield is expected to be:
Ÿ 5.83% annualised for the partial year from the Listing Date to 31 March 2006, and
Ÿ 6.31% for the full year ending 31 March 2007,
Ÿ based on an assumed Discounted Maximum Offer Price of HK$9.78 per unit (not taking into account Other Transaction Costs(3)).
The Link REIT's property portfolio
Upon closing of the Global Offering, The Link REIT will hold 180 properties acquired from HKHA. Full details of the properties to be divested, including 149 integrated retail and carpark facilities, two standalone retail facilities and 29 are standalone carpark facilities, are set out on the HKHA's website and may be inspected at the HKHA's offices at the HKHA's Headquarters, 33 Fat Kwong Street, Ho Man Tin, Kowloon.
The properties are all adjacent to public housing estates, which house approximately 40% of Hong Kong's population.
The Link REIT will hold Hong Kong's largest individually held retail and carpark properties portfolio, which will comprise:
Ÿ internal floor area of approximately 960,000 square metres of retail space, or approximately 9.1%(4) of total retail space in Hong Kong; and
Ÿ over 79,000 carpark spaces, or approximately 13.7% of total commercial carpark spaces(5) in Hong Kong.
CB Richard Ellis, the Independent Property Valuer has appraised the value of the Properties to be HK$33,802 million as at 30 September 2005.
CapitaLand Limited will remain as Strategic Partner of The Link Management and has committed to invest up to US$180 million in units of The Link REIT at the final offer price. Such an investment will represent approximately 6.4% of the total units in issue upon completion of the Global Offering based on the Maximum Offer Price. The Link Management has the discretion to scale back the allocation to the Strategic Partner to US$120 million, which provides greater flexibility to allocate units to other investors, including Hong Kong retail investors and Mandatory Provident Funds.
There will be no cornerstone investor tranche in the Global Offering.
The Joint Global Coordinators and Joint Listing Agents of the Global Offering are Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking Corporation Limited and UBS Investment Bank. The Lead Restructuring Adviser is UBS Investment Bank and the Financial Adviser to the HKHA is JP Morgan Securities (Asia Pacific) Limited.
A list of syndicate members for both the Hong Kong Public Offering and the International Offering is attached.
Further details on the Hong Kong Public Offering
The Hong Kong Public Offering of The Link REIT will open on Monday, 14 November 2005 at 9:00 am and will close on Thursday, 17 November 2005 at 12:00 noon. Application forms and Offering Circulars (in English and Chinese) containing full details about the Hong Kong Public Offering can be obtained from any of the designated receiving bank branches of Bank of China (Hong Kong) Limited, The Bank of East Asia Limited, Hang Seng Bank Limited, The Hongkong and Shanghai Banking Corporation Limited and Standard Chartered Bank (Hong Kong) Limited listed in the Offering Circular.
Applicants may apply for units in The Link REIT either electronically or by using physical application forms. Applicants are encouraged to take advantage of the convenience of electronic application, and refer to the relevant section of the Offering Circular for details.
Application for units
Electronic Applications via the Central Clearing and Settlement System (CCASS)
During the Hong Kong Public Offering period, applicants who are themselves or whose banks/brokers are CCASS participants may make electronic applications. The latest time to give electronic application instructions is Thursday, 17 November 2005 at 12:00 noon. There may be a separate deadline set by individual banks or brokers for taking instructions for such applications. Applicants should contact their respective banks or brokers for further details.
Physical Application Forms
Applicants may also apply for units under the Hong Kong Public Offering by using WHITE or YELLOW physical application forms. Applicants should use a WHITE form if they would like the units to be issued in their own name and receive physical certificates, and they should use a YELLOW form if they would like the units to be deposited directly into CCASS.
During the Hong Kong Public Offering period:
Ÿ WHITE application forms will be available at the 65 receiving bank branches listed out on pages 243 to 245 of the Offering Circular;
Ÿ YELLOW application forms will be available at the Depository Counter and the Customer Service Centre of the Hong Kong Securities Clearing Company Limited, details of which are set out on page 246 of the Offering Circular; and
Ÿ Both WHITE and YELLOW applications forms will be available at the 31 Hong Kong underwriters. Applicants' brokers may also have the application forms available.
Completed application forms can be submitted at any of the 65 receiving bank branches from 9.00 am on Monday, 14 November 2005 to 12.00 noon on Thursday, 17 November 2005 and must be accompanied by a cheque drawn on a Hong Kong bank account in the subscriber's name or a banker's cashier order. In line with market practice, application forms must be completed in English (except Chinese names). Application forms completed in Chinese are liable to be rejected.
Applicants must pay the Discounted Maximum Offer Price of HK$9.78 per unit, plus brokerage of 1%, Hong Kong Stock Exchange trading fee of 0.005%, SFC transaction levy of 0.005% and investor compensation levy of 0.002% in full. After the determination of the final offer price per unit and subject to applicable Hong Kong Public Offering discount, any surplus monies paid will be refunded to the successful applicants without interest.
Pre-Balloting of Applications
If the number of physical applications exceeds the maximum processing capacity, then pre-balloting may need to take place leading to some applications not being processed for allocation. Electronic and physical applications will be treated equally in the pre-balloting.
Results of Allocations
The results of allocations of the Hong Kong Public Offering will be available through special allocation results booklets, The Link REIT's Hong Kong Public Offering hotline on 183 3838, The Link REIT's Hong Kong Public Offering website at www.linkreitipo.com.hk, and the Hong Kong Stock Exchange website from Thursday, 24 November 2005 to Monday, 28 November 2005. Please refer to the section headed "Further Terms and Conditions of the Hong Kong Public Offering" of the Offering Circular for further details.
Trading of units
Dealings in the units of The Link REIT on the Main Board of Hong Kong Stock Exchange are expected to commence at 10:00 a.m. on Friday, 25 November 2005.
Units will trade on the Main Board of Hong Kong Stock Exchange under the stock code: 823 HK.
Public enquiry hotline and website
Hong Kong investors may obtain more information on the Hong Kong Public Offering by calling The Link REIT Public Offering hotline on 183 3838 or by visiting The Link REIT Public Offering website at www.linkreitipo.com.hk.
Withdrawal Rights Mechanism
As a contingency measure, The Link REIT has incorporated into the structure of the Global Offering a mechanism which means it is possible (but not automatic) that successful applicants may be granted the right to withdraw from the Global Offering in the event that a legal challenge is threatened or made, before the Hong Kong Public Offering becomes fully unconditional. Further details can be found in the Offering Circular and full details of the terms and mechanics of withdrawal rights will be announced in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) in the event that they are granted. More information will be available through The Link REIT's Hong Kong Public Offering hotline on 183 3838 or The Link REIT's Hong Kong Public Offering website at www.linkreitipo.com.hk.
The expected timetable for the Hong Kong Public Offering is as follows:
Offering Circulars available for collection
9.00 am, Monday, 14 November 2005 to 12 noon, Thursday, 17 November 2005
Application forms available for collection and submission
9.00 am, Monday, 14 November 2005 to 12 noon, Thursday,?17 November 2005
Expected price determination date
Saturday, 19 November 2005
Offer price and the basis of allocation of the Hong Kong Public Offering units announced on or before
Thursday, 24 November 2005
Results of allocation of the Hong Kong Public Offering Units to be available through a variety of channels on
Thursday, 24 November 2005
Dispatch of unit certificates and refund cheques
Thursday, 24 November 2005
First day of dealings in units on the Hong Kong Stock Exchange
Friday, 25 November 2005