Keppel Corporation Ltd.

12/23/2020 | Press release | Distributed by Public on 12/22/2020 19:44

Keppel REIT to strengthen portfolio with strategic addition of Keppel Bay Tower

  • DPU and NPI accretive acquisition of Keppel Bay Tower is part of the Manager's active portfolio optimisation efforts to enhance the REIT's distributions and strengthen total unitholder returns
  • Grade A office building located in the Keppel Bay waterfront precinct at HarbourFront complements Keppel REIT's prime CBD offering, diversifies its tenant base and increases income resilience

Keppel REIT Management Limited, as Manager of Keppel REIT, wishes to announce that Keppel REIT has entered into a conditional sale and purchase agreement to acquire a 100% stake in Keppel Bay Tower from Keppel Land Limited (Keppel Land)[1]. Keppel Bay Tower is a Grade A office building located in the Keppel Bay waterfront precinct in the HarbourFront area in Singapore. The agreement was negotiated on a willing-buyer willing-seller basis, at an agreed property value[2] of $657.2 million[3] (approximately $1,700 psf) after taking into account independent valuations.

Mr Paul Tham, CEO of the Manager, said, 'The proposed accretive acquisition of Keppel Bay Tower is part of our ongoing portfolio optimisation efforts to enhance the REIT's distributions and improve total unitholder returns. This is also consistent with our strategy of strengthening and diversifying the REIT's portfolio, while staying focused on our core markets. The strategic addition of a quality CBD-fringe office property such as Keppel Bay Tower, with its established tenant base, complements our existing portfolio and increases income resilience.'

Completed in 2002, Keppel Bay Tower has a total net lettable area (NLA) of about 386,600 sf and comprises an 18-storey tower block and a six-storey podium block. Asset enhancement works, including the refurbishment of the office lobby with modern fittings and quality finishes, were completed in 2019. Keppel Bay Tower is strategically located in the world-class Keppel Bay waterfront precinct and is part of Singapore's Greater Southern Waterfront, which will be transformed into a new major gateway and location for urban living along Singapore's southern coast[4].

Keppel Bay Tower is well connected to the CBD and other parts of Singapore. Tenants enjoy seamless access to the nearby HarbourFront MRT station and bus interchange via sheltered walkways, as well as food, retail and entertainment amenities at VivoCity, HarbourFront Centre, Keppel Island and Sentosa Island.

Keppel Bay Tower is also the first commercial development in Singapore to be certified as a Green Mark Platinum (Zero Energy) building by the Building and Construction Authority of Singapore. Earlier in January 2020, it earned the distinction of being Singapore's first commercial development to utilise renewable energy to power all its operations, including the offices of tenants in the building.

Mr Tham added, 'Featuring the latest in green building technology, Keppel Bay Tower will further augment Keppel REIT's green footprint. It is also in line with our environmental target of reducing energy usage and carbon emission intensity levels.'

Some of the key energy-efficient technologies implemented at Keppel Bay Tower include a high-efficiency air distribution system, an innovative cooling tower water management system, integrated sensor technology to optimise fresh air intake, smart LED lighting solutions, as well as an intelligent building control system for energy and water usage optimisation. Keppel Bay Tower also incorporates smart features such as facial recognition and mobile applications for contactless access, to reduce the number of touch points and enhance tenants' experiences.

With an established tenant base, Keppel Bay Tower is home to a number of major companies and multinational corporations such as the Keppel Group, BMW Asia, Mondelez International, Pacific Refreshments and Syngenta. As at 30 September 2020, the property has a committed occupancy of 99.2% and a weighted average lease expiry (WALE) of 3.3 years by NLA.

The acquisition is targeted to be completed in 2Q 2021. The Manager intends to fund the acquisition with debt and proceeds from an equity fund raising which is intended to comprise a private placement. Post-acquisition[5], aggregate leverage of Keppel REIT would be approximately 38.6%[6]. Keppel REIT's portfolio will remain anchored by prime CBD assets, while 11% of assets under management (AUM) will be made up of non-CBD office buildings, with AUM growing to $9.0 billion across 11 properties in key business districts of Singapore (77.8%), Australia (18.9%) and South Korea (3.3%). Portfolio WALE by NLA will remain long at approximately 6.5 years, while committed occupancy level will remain high at 98.2%.

As the acquisition constitutes an interested party transaction under the Property Funds Appendix of the Code on Collective Investment Schemes, as well as an interested person transaction under the Listing Manual, it will be subject to the approval of the Unitholders at an extraordinary general meeting which is expected to be held in 1Q 2021.

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[1]Through its wholly owned subsidiary, Agathese Pte. Ltd.
[2]Takes into account rental support of up to $3.2 million for vacant units and leases that are expiring in the 18 months post-completion.
[3]Total acquisition cost would be $667.0 million, comprising total consideration which takes into account the estimated net asset value, transaction costs and equity fund raising costs.
[5]Pro forma data as at 30 September 2020, assuming Pinnacle Office Park acquisition was completed, and Keppel Bay Tower was acquired by 30 September 2020.
[6]Assuming the acquisition of Keppel Bay Tower was funded approximately 60% by debt and 40% by equity.
Keppel REIT was listed by way of an introduction on 28 April 2006. It is one of Asia's leading REITs with a portfolio of premium Grade A commercial assets in prime business and financial districts pan-Asia.
Keppel REIT's objective is to generate stable income and long-term growth for Unitholders by owning and investing in a portfolio of quality income-producing commercial real estate and real estate-related assets in Singapore and pan-Asia.
The REIT has assets under management of approximately $8 billion in Singapore, key Australian cities of Sydney, Melbourne, Brisbane and Perth, as well as Seoul, South Korea.
Keppel REIT is sponsored by Keppel Land Limited, one of Asia's leading property companies. It is managed by Keppel REIT Management Limited, a wholly-owned subsidiary of Keppel Capital Holdings Pte. Ltd. (Keppel Capital). Keppel Capital is a premier asset manager in Asia with a diversified portfolio in real estate, infrastructure and data centre properties in key global markets.

Important Notice

The past performance of Keppel REIT is not necessarily indicative of its future performance. Similarly, the past performance of the Manager is not indicative of the future performance of the Manager. Certain statements made in this announcement may not be based on historical information or facts and may be 'forward-looking' statements due to 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 or 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 terms necessary to support future business.

Prospective investors and unitholders of Keppel REIT ('Unitholders') are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of Keppel REIT Management Limited, as manager of Keppel REIT (the 'Manager') on future events. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information, or opinions contained in this announcement. None of the Manager, the trustee of Keppel REIT or any of their respective advisors, representatives or agents shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection with this announcement. The information set out herein may be subject to updating, completion, revision, verification and amendment and such information may change materially. The value of units in Keppel REIT ('Units') and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, 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.Unitholders have no right to request the Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on Singapore Exchange Securities Trading Limited ('SGX-ST'). Listing of the Units on SGX-ST does not guarantee a liquid market for the Units.

This announcement does not constitute an offering document for any securities in Keppel REIT and nothing herein constitutes or forms the basis of: (a) an offer, solicitation, recommendation or invitation for the sale or purchase of securities or of any of the assets, business or undertakings of Keppel REIT; or (b) any contract between Keppel REIT, the Manager or any underwriter or placement agent on any of their behalf and any prospective investor.

This announcement is for information only and does not constitute an invitation, offer or solicitation of any offer to acquire, purchase or subscribe for Units in Keppel REIT. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States of America (the 'United States'), (including its territories and possessions, any state of the United States and the District of Columbia), the United Kingdom or the European Economic Area and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of applicable securities laws or regulations.

The securities of Keppel REIT have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), or under the securities laws of any state or jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any state securities laws. The Manager does not intend to conduct a public offering of any securities of Keppel REIT in the United States.