Unveiling First REIT 2.0: Our New Growth Strategy

Made public by

sourced by PitchSend

28 of 34

Creator

First REIT logo
First REIT

Category

Healthcare

Published

29 October 2021

Slides

Transcriptions

#1BofA SECURITIES First REIT 2.0 Growth Strategy: Restructured, Refreshed & Ready to Grow 8 December 2021 FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#22 DISCLOSURE This presentation has been prepared by First REIT Management Limited (formerly known as Bowsprit Capital Corporation Limited), in its capacity as the manager of First Real Estate Investment Trust ("First REIT" and as manager of First REIT, the "Manager"). Investors have no right to request the Manager to redeem their units in First REIT (the "Units") while the Units are listed. It is intended that holders of Units ("Unitholders") may only deal in their Units through trading on the Singapore Exchange Securities Trading Limited (the “SGX-ST"). Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The value of Units and the income 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. This presentation may contain forward-looking statements that involve assumptions, risks and uncertainties based on the Manager's current view of future events. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of risks, uncertainties and assumptions representative examples include, without limitation, general economic and industry conditions, interest rate trends, cost of capital, capital availability, shifts in expected levels of property rental income, change in operating expenses, property expenses and government and public policy changes and continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view of future events. The past performance of First REIT is not necessarily indicative of the future performance of First REIT. FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#3YOUR SPEAKERS TODAY 3 Mr Christopher Williams Chairman of the Board of the Manager Mr Victor Tan Chief Executive Officer of the Manager FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#4AGENDA 4 1 Unveiling First REIT 2.0: Our New Growth Strategy 2 First Steps: Proposed Acquisition of 12 Nursing Homes in Japan 3 First Steps: Proposed Settlement of all Claims Relevant to the Terminated Development Works Agreement 4 Key Takeaways: Our Next Phase of Growth Appendix: Supplementary Slides FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#5Hikari Heights Varus Tsukisamu Koen 25 and other lots, Misono 9jo 8-chome, Toyohiraku, Sapporo City, Hokkaido Prefecture 1 FIRST REIT 2.0 OUR NEW GROWTH STRATEGY FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#66 OUR VISION TO BECOME ASIA'S PREMIER HEALTHCARE TRUST FIRST +++ REIT ASIA'S PREMIER HEALTHCARE TRUST 2. Refreshed: Unveiling First REIT 2.0 Growth Strategy 1. Restructured: Stabilising Performance 3. Ready To Grow: Execute First REIT 2.0 Growth Strategy#71 Restructured STABILISING PERFORMANCE Successful Sponsor-led restructuring with strong YTD TSR (¹) of 51% With the support of our Unitholders & Sponsor... QUE OUE LIPPO Healthcare Restructuring of Hospital Master Leases Extension of Hospital Master Leases by 5.2 years Sponsor Led S$158mm Recapitalisation of First REIT ... we have improved unit price and returns for investors year-to-date +51% +36% Total Returns (1) Unit Price(2) 0.33 0.31 0.29 0.27 0.25 0.23 0.21 Leveraging on Sponsor Network for $$260mm Debt Refinancing 0.19 Jan-21 Mar-21 May-21 Jul-21 Sep-21 Nov-21 7 Source: FactSet (as of 30 November 2021) (1) Refers to Total Shareholder Returns; based on compound total return with dividends assumed to be reinvested on the exdate (2) Based on share price of S$0.214 as at 1 January 2021 and S$0.290 as at 30 November 2021 S$0.290 FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#88 Refreshed 2 UNVEILING FIRST REIT 2.0 GROWTH STRATEGY FIRST REIT 2.0 ASIA'S PREMIER HEALTHCARE TRUST Benchmark Healthcare-focused REIT Positioned to Capture the Tailwinds in the Healthcare Real Estate Market with a Focus on 4 Strategic Pillars: Diversify into Developed Markets Reduce geographical and tenant concentration risk; target to reduce Indonesia assets to <50% of portfolio in 3-5 years Reshape Portfolio for Capital Efficient Growth $ Recycle capital from non-core, non-healthcare assets Strengthen Capital Structure to Remain Resilient Diversify funding sources and continue to optimise financial position Continue to Pivot to Ride Megatrends Environmental, Social, and Governance ("ESG"), ageing population demographics and growth drivers#99 3 Ready to Grow EXECUTING OUR 2.0 GROWTH STRATEGY The first steps on our next phase of growth: two major transactions aligned with our new strategic pillars 1. Transformational Acquisition of Our First Japan Assets Diversify into Developed Markets $. Reshape Portfolio for Capital Efficient Growth + 2. Proposed Settlement in Respect of the Terminated Development Works Adjacent to Siloam Hospitals Surabaya Strengthen Capital Structure to Remain Resilient M Continue to Pivot to Ride Megatrends FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#10Hikari Heights Varus Kotoni 8 and other lots, 24ken 4jo 1-chome, Nishi-ku, Sapporo City, Hokkaido Prefecture 2 PROPOSED ACQUISTION OF 12 NURSING HOMES IN JAPAN FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#11TRANSACTION SUMMARY 11 Proposed Acquisition ■ The proposed acquisition of 100.0% of the issued and paid-up share capital of each of OUELH Japan Medical Facilities Pte. Ltd. ("JMF"), which owns a 100.0% interest in 12 nursing homes located in Japan (the "Japan Nursing Homes"), and OUELH Japan Medical Assets Pte. Ltd. ("JMA") Agreed Purchase Price (1) for Japan Nursing Homes ■ JPY 24,213,000,000 Japan Nursing Homes Valuation (2) Purchase Consideration ■ JPY 25,173,000,000 Agreed Purchase Price of the Properties is at a 3.8% discount to the higher of two independent valuations ■ JMF Purchase Consideration: S$163.2mm (subject to post-completion adjustments) based on the adjusted net asset value ("NAV") of JMF as at completion of the Proposed JMF Acquisition, taking into account the Agreed Purchase Price for the Japan Nursing Homes and including S$130.6mm(3) of debt ■ JMA Purchase Consideration: S$0.3mm (subject to post-completion adjustments) based on the adjusted NAV of JMA as at completion of the Proposed JMA Acquisition Proposed Funding Proposed Issuance of First REIT units to OLH Healthcare Investments Pte. Ltd. (being a wholly-owned subsidiary of OUE Lippo healthcare Limited) Issuance of S$131.5mm in new units - 431,147,541 Units issued at $$0.305 or 9.3% and 3.4% premium to the 3-month VWAP (4) and current share price respectively (S$0.279 and S$0.295 as of 6 Dec 2021) ■ S$15.8mm paid in cash (excl. transaction costs) ☐ S$16.2mm of Intercompany Balances (5) taken over (1) (2) Negotiated on a willing-buyer and willing-seller basis with reference to the independent valuations Based on the higher of the two independent valuations by Cushman & Wakefield K.K. ("CWKK") and CBRE K.K ("CBRE") as of 29 October 2021. (3) Refers to debt net of transaction costs (4) Refers to Volume Weighted Average Price (5) Net-off against the obligation of OUELH to pay the total consideration payable to the Trustee for the novation from OUELH to the Trustee of (a) certain intercompany balances and other amounts between OUELH and the JMF Group Companies and (b) certain intercompany balances between OUELH or a subsidiary of OUELH and HJKK and JMA FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#12PORTFOLIO OVERVIEW Portfolio of 12 high quality freehold nursing homes which are well-placed across Japan JAPAN NURSING HOMES PORTFOLIO JAPAN NURSING HOMES BY PREFECTURE 餅 12 Sapporo City, Hokkaido (7 assets) Matsumoto City, Nagano (2 assets) JPY 25.2 bn NURSING HOMES VALUATION OF THE PROPERTIES (1) 18.4bn VALUE(2) (JPY) 1.8bn VALUE(2) (JPY) SAPPORO 4% 67k 7% 7k SQUARE METERS Sapporo Matsumoto SQUARE METERS 16% 4 Prefectures in Japan H ET 100% 1,451 Rooms Breakdown by Asset Value(1) 73% OCCUPANCY(3) Kyoto Nara 100% OCCUPANCY (3) JPY25.2bn SENDAI 91k Gross Floor Area (Sq m) & 100% FREEHOLD LAND MIKKO MATSU- MOTO Miyazu City, Kyoto (1 asset) KYOTO TOKYO NARA 4.0bn VALUE(2) (JPY) 1.0bn VALUE(2) (JPY) L c.22 Years WALE(2) Nara City/Kita Katsuragi-gun, Nara (2 assets) 100% COMMITED OCCUPANCY (3) Refers to the aggregate of the higher of the two independent valuations of each Japan Nursing Home by CWKK and CBRE as of 29 October 2021. Refers to the higher of the two independent valuations of each Japan Nursing Home by CWKK and CBRE as of 29 October 2021. (1) 12 (2) (3) (4) As at 29 October 2021 Portfolio is 100% master-leased to third party tenant-cum-operators 14k SQUARE METERS 100% 12% OCCUPANCY(3) 16% Gross Rent Contribution by Operator(4) JPY1.4bn 72% Hikari Heights Varus (Sapporo) Safety Life (Nara) Orchard Care (Nagano & Kyoto) 3k SQUARE METERS 100% OCCUPANCY (3) FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#13TRANSACTION RATIONALE In-line with First REIT's 2.0 strategy 1 Strategic Entry into Attractive Japan Nursing Home Market 2 Enlarged and Diversified Portfolio Positioned for Long-term Growth 3 DPU Accretive Acquisition Hikari Heights Varus Kotoni 8 and other lots, 24ken 4jo 1-chome, Nishi-ku, Sapporo City, Hokkaido Prefecture 13 4 Consistent with First REIT 2.0 Strategy and Reflects the Sponsor's Commitment to First REIT 5 Positions First REIT Competitively to Peer Varus Cuore Sapporo-Kita Annex 3-1 and other lots, Tonden 8jo 9-chome, Kita-ku, Sapporo City, Hokkaido Prefecture Hikari Heights Varus Fujino 240-1 and other lots, Fujino 3jo 11-chome, Minamiku, Sapporo City, Hokkaido Prefecture#1414 Strategic Entry into the Attractive Japan Nursing Home Market 1 GROWING DEMAND DRIVEN BY AGEING POPULATION Bir An inadequate supply of high quality facilities to serve the huge growing demand driven by Japan's rapidly ageing population will benefit existing nursing home owners Inadequate Supply to Support Surge in Demand Strong Fundamental Growth Drivers One of the Most Rapidly Ageing Countries in the World By 2040 in Japan 35.3% 85yrs Surge in Demand for Nursing Homes Number of people Occupancy rate for certified as requiring Fee-based nursing long-term care homes for Elderly (Mar '08-'21) 87% Proven to be High Quality and Resilient throughout the Pandemic Limited Impact from Covid-19 has Proven Quality of Nursing Home Market in Japan Percentage of Facilities that Did Not Experience Revenue Decline During Covid-19(1) of Population with Age >65 Average Life Span 1.5x 74% 2002 81% 2019 ✓ Nursing Homes are Considered Essential Services in Later Stages of Life Accessible to all through Long-term Care Insurance benefits regardless of income levels No social stigma associated with sending elderly parents to live in nursing homes Expected 28% increase from 2020 to 2040 in the number of elderly people living alone due to shrinking household sizes Inadequate Supply of Fee-based Nursing Homes for Elderly Labour shortage Government restrictions on building more elder care public facilities Approx. 292k (2019) Elderly people on long waiting lists for placements in Designated Facilities Covered by Public Aid Providing Long-term Care to the Elderly Source: Independent Market Research Report ("IMR") (1) Percentage of facilities with stable or increase revenue from April 2020 to March 2021 based on a questionnaire survey of 434 social welfare corporations operating special nursing homes 61% 51% Revenue from Residence Revenue from Short-term Stay Revenue from Day Service FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#1515 2 Enlarged and Diversified Portfolio Positioned for Long-term Growth HIGH-QUALITY DEFENSIVE PORTFOLIO WITH STRONG OPERATORS The Japan Nursing Homes are 100% master-leased to independent, well-established and experienced local nursing home operators Highly Defensive Cashflows High Quality Operators HIKARI HEIGHTS VARUS Safety Life Co., Ltd Master Tenanted(1) 100% of Leases Japan Nursing 7 in Sapporo 2 in Nara Fixed Rent(2) ¡Annual rental may be revisedi 100% Homes Operating Track Record(2) upwards every 2 to 3 years upon negotiation of Leases Gross Rent Per Annum (3) Back-Up Operator Clause 100% of Leases 34 years JPY1.0bn 72% of Portfolio ✓ Listed on Sapporo Stock Exchange with 320 employees 2nd largest operator in Sapporo with 9 facilities ✓ High degree of recognition and credibility in Sapporo 21 years JPY219mm 16% of Portfolio Operates 5 facilities in Nara ✓ Highly experienced and well- regarded nursing home operator in Nara Orchard Care Co., Ltd 2 in Nagano 1 in Kyoto 7 years JPY162mm 12% of Portfolio ✓ Operates 5 facilities across Osaka, Kyoto, Nagano and Shizuoka ✓ Well-regarded and profitable nursing home operator Under the terms of each of the Master Lease Agreements, the relevant master lessee is required to pledge to the lessor a rental deposit for an amount equal to six months or four months of the monthly rent payable by the relevant master lessee in accordance with the terms of the relevant Master Lease Agreement Source: IMR (1) (2) (3) Under the terms of each of the master lease agreements in respect of the Japan Nursing Homes, the annual rent shall be a fixed amount, save that such annual rent may be revised every two years or three years upon negotiation based on the increase in prices and interest rates. The rent may not be reduced unless certain requirements under Article 32 of the Act on Land and Building Leases are met. As at 29 October 2021 FIRST" REIT ASIA'S PREMIER HEALTHCARE TRUST#162 Enlarged and Diversified Portfolio Positioned for Long-term Growth (Cont'd) ENHANCED DIVERSIFICATION The Proposed Acquisition will allow First REIT to reduce its concentration risk, enhance 3rd party tenant diversification and increase proportion of freehold assets Geographic Diversification by Asset Value (1) 96.4% Pro Forma 1H2021 Before the Proposed Acquisition O Lease Diversification by Rental Income (2) Pro Forma 1H2021 Before the Proposed Acquisition 3.6% 71.9% Pro Forma 1H2021 After the Proposed Acquisition 72.9% 2.7% 27.1% 24.4% 59.0% Developed Markets Pro Forma 1H2021 Land Tenure Enhancement by Asset Value(1) Pro Forma 1H2021 Before the Proposed Acquisition ၁ 85.4% 20.2% 28.1% 14.6% 7.9% Non-LPKR After the Proposed Acquisition Pro Forma 1H2021 After the Proposed Acquisition 16.6% 41.0% 24.4% 11.1% Non-LPKR 88.9% (4) Indonesia Singapore Japan LPKR Siloam 3rd Parties (3) Freehold / HGB (4) Leasehold / BOT (1) (2) 22 46 16 (3) Based on the Agreed Purchase Price of the Japan Nursing Homes as at 29 October 2021 and the existing portfolio of First REIT as at 30 June 2021 (excluding Sarang Hospital). Based on rental income received as of the first six-month period of the financial year ending 31 December 2021 from 1 January 2021 to 30 June 2021 ("1H2021"); but excluding the rental income from Sarang Hospital. Rental income from third parties refer to rental income derived from PT Metropolis Propertindo Utama, tenants of the Singapore Nursing Homes and tenants of the Japan Nursing Homes but excludes that of Sarang Hospital. Third parties refer to tenants who are unrelated to LPKR, PT Siloam International Hospitals Tbk or their subsidiaries. (4) FIRST REIT Based on the Agreed Purchase Price of the Japan Nursing Homes as at 29 October 2021 and the Existing Portfolio. Land tenure by value; the two types of property titles in Indonesia are Freehold / HGB; and Leasehold / Build, Operate and Transfer ("BOT"), which includes Strata Title on BOT and ASIA'S PREMIER HEALTHCARE TRUST Normal Title on BOT#172 Enlarged and Diversified Portfolio Positioned for Long-term Growth (Cont'd) HEDGING EXCHANGE RATE RISK The Proposed Acquisition is expected to help hedge against fluctuation in exchange rate given low correlation between SGD-IDR and SGD-JPY Geographical Diversification by Rental Income (1) Pro Forma 1H2021 Before the Proposed Acquisition 5-year Historical SGD-IDR and SGD-JPY(2) Rebased to 100 94.7% 125 ✓ Low to negative correlation historically between SGD-IDR versus SGD-JPY JPY appreciation and IDR depreciation -SGD-JPY -SGD-IDR 120 5.3% Pro Forma 1H2021 After the Proposed Acquisition 77.7% IDR SGD 115 110 105 100 4.4% JPY appreciation and 95 IDR depreciation 18.0% JPY 90 Dec-16 Dec-17 Dec-18 17 (1) Based on rental income received as of the first six-month period of the financial year ending 31 December 2021 from 1 January 2021 to 30 June 2021 ("1H2021"); but excluding the rental income from Sarang Hospital. (2) FactSet (as of 3 December 2021) Dec-19 Dec-20 JPY depreciation and IDR appreciation Dec-21 FIRST 'I' REIT ASIA'S PREMIER HEALTHCARE TRUST#182 Enlarged and Diversified Portfolio Positioned for Long-term Growth (Cont'd) IMPROVED RENTAL STABILITY AND WEIGHTED AVERAGE LEASE EXPIRY The Proposed Acquisition is expected to provide high income stability and cashflow visibility to First REIT Pro Forma 1H2021 Before the Proposed Acquisition WALE By GFA 12.0 years(1) Lease Expiry Profile by GFA 5.1% 3.7% 10.1% 9.6% 3.2% Pro Forma 1H2021 After the Proposed Acquisition WALE By GFA 14.0 years(1) 68.4% 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 18 (1) 54.4% Lease Expiry Profile by GFA 4.0% 3.0% 8.0% 7.6% 2.5% 20.5% 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2043 ... Based on First REIT's existing portfolio as at 30 June 2021, excluding Sarang Hospital, including the renewed IAHCC master lease agreement as announced on 29 November 2021 and assuming the Japan Nursing Homes were acquired on 30 June 2021. FIRST "REIT ASIA'S PREMIER HEALTHCARE TRUST#193 DPU Accretive Acquisition BENEFIT TO UNITHOLDERS First REIT's 1H 2021 pro forma DPU will increase from 1.30 Singapore cents to 1.31 Singapore cents, translating to a pro forma DPU accretion of 0.8% 1H 2021 Pro Forma (1) DPU (For Illustrative Purposes Only) DPU (Singapore Cents) 1.30 0.8% 1.31 1H 2021 1H 2021 Pro Forma (After the Proposed Acquisition) 19 (1) For the Pro Forma Financial Effects of the Proposed Acquisition, please refer to Paragraph 8 of the announcement "Proposed Acquisition of 12 Nursing Homes Located in Japan and the Proposed Settlement in Respect of the Terminated Development Works Adjacent to Siloam Hospitals Surabaya" dated 8 December 2021 FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#204 Consistent with First REIT 2.0 Strategy and Reflects the Sponsor's Commitment to First REIT REPOSITIONED FOR GROWTH The Proposed Acquisition is First REIT's maiden entry into the highly attractive Japan nursing home market and is consistent with the First REIT 2.0 Strategy In-line with First REIT 2.0 Strategy FIRST REIT 2.0 ASIA'S PREMIER HEALTHCARE TRUST Diversify into Developed Markets Reduce geographical and tenant concentration risk; target to reduce Indonesia assets to <50% of portfolio in 3-5 years Platform in Japan for Further Growth Debt Headroom Provides Capital for Growth (S$mm) 100% debt funded acquisition headroom I 20 $ Reshape Portfolio for Capital Efficient Growth Recycle capital from non-core, non-healthcare assets 206.0 I 358.0 I 477.2 (¹) 477.2(1) 477.2 (¹) Strengthen Capital Structure to Remain Resilient Diversify funding sources and continue to optimise financial position Continue to Pivot to Ride Megatrends ESG, ageing population demographics and growth drivers Post Acquisition (36.4% Leverage Ratio) Source: Factset (as of 6 December 2021), company information (1) Debt is presented net of transaction costs 45% Leverage Limit Pro Forma 1H 2021 Debt 50% Leverage Limit Debt Headroom FIRST" REIT ASIA'S PREMIER HEALTHCARE TRUST#214 Consistent with First REIT 2.0 Strategy and Reflects the Sponsor's Commitment to First REIT ALIGNMENT WITH UNITHOLDER INTERESTS The Proposed Acquisition with three pillars of support from the Sponsor is a testament to the Sponsor's firm commitment to the First REIT 2.0 Strategy Acquisition at a Discount (JPYbn) 3.8% discount 2.9% discount 25.2 24.9 Issuance at a Premium (S$) 3.4% premium 9.3% premium 0.305 Waiver of Acquisition Fees (S$mm) 3.0 100% waiver 0.295 24.2 0.279 0.0 Higher of Two Valuations Average of Two Valuations Agreed Purchase Price Current Price(1) 3-month VWAP(2) Issuance Price The Agreed Purchase Price is at a 2.9% (JPY0.7bn) and 3.8% (JPY1.0bn) discount to the aggregate of the averages and higher of the two independent valuations of each Japan Nursing Home respectively The Sponsor will undertake the entire issuance of 431mm units or S$131.5mm at a 3.4% and 9.3% premium to the Current Price and 3-month VWAP respectively Chargeable Acquisition Fees Actual Acquisition Fees The Manager has elected to voluntarily waive the acquisition fee which would have been payable to the Manager of approx. S$3.0mm to facilitate First REIT's maiden entry into the Japan nursing home market to align interests with Unitholders 21 Source: Factset (as of 6 Dec 2021) (1) As of 6 December 2021 (2) Refers to Volume-Weighted Average Price over the preceding 3-month period as of 6 December 2021 I FIRST" REIT ASIA'S PREMIER HEALTHCARE TRUST#22Portfolio 5 Positions First REIT Competitively to Peer POSITIONING AGAINST S-REIT HEALTHCARE PEER DPU Yield Spread vs Blended Risk Free (1) Blended Risk Free FIRST REIT FIRST REAL ESTATE INVESTMENT TRUST S-REIT Peer Valuation Mkt Cap (S$mm) Price/NAV AUM (S$mm) Geographic Breakdown Land Tenure Cost of Debt 2.73% 8.80% 4.34% 6.07% 8.90% Standalone Pro Forma 1H FY2021 1H FY2021 475 602 0.84x 940 ID: 96.4% 0.88x 1,242 ID: 72.9% JP: 24.4% 4.02%) 4.56% An Attractive Investment Opportunity ✓ Attractive entry valuation within healthcare sector of 0.88x Pro Forma P/NAV as at 30 June 2021 Pro Forma Dec 2020 3,013 ✓ Attractive annualized 1H 2021 Pro Forma DPU yield of 8.90% (6) 1.82x(2) 1,990 SG: 61.0% JP: 38.7% SG: 3.6% SG: 2.7% MY: 0.3% 85.4% Freehold / HGB 14.6% Leasehold / BOT (3) 88.9% Freehold / HGB 11.1% Leasehold / BOT (3) 35.5% Freehold 64.5% Leasehold / BOT (4) 4.2% 3.4% 0.53% (5) High-quality portfolio of assets with predominantly freehold / HGB land Potential further capital structure optimisation to reduce cost of debt Source: Company Filings, Factset (as at 6 Dec 2021), Bloomberg (as at 6 Dec 2021) (1) (2) (3) 22 Computed as DPU Yield over blended risk free spread. Blended risk free spread is computed based on the pro-rata asset contribution from Indonesia(72.3%, Rf: 6.24%), Singapore (2.7%, Rf: 1.68%) and Japan (25.0%, Rf: 0.00475%) Based on reported Pro Forma financials of S-REIT Peer as at 31 December 2020 with effects of Proposed entry into New Master Lease Agreements for the Singapore Hospitals and Renewal Capex Agreement announced on 14 July 2021. Note that the Renewal Capex Works will take ~3 years to complete. Based on the Agreed Purchase Price of the Japan Nursing Homes as at 29 October 2021 and the Existing Portfolio as at 30 June 2021. Land tenure by value; the two types of property titles in Indonesia are Freehold / HGB; and Leasehold/Build, Operate and Transfer ("BOT"), which includes Strata Title on BOT and Normal Title on BOT. (4) Based on latest appraised value per investor presentation dated 3 November 2021 Based on effective all-in cost of debt per investor presentation dated 3 November 2021 455 (5) (6) Computed based on First REIT's closing price of $$0.295 as at 6 December 2021 FIRST 'I' REIT ASIA'S PREMIER HEALTHCARE TRUST#23TRANSACTION FUNDING S$mm Estimated Total Acquisition Cost JMF Purchase Consideration S$mm Method of Financing $163.2 Consideration units $131.5 JMA Purchase Consideration 0.3 Total Intercompany Balances taken over (2) 16.2 Transaction Costs (1) 4.5 Cash (incl. transaction costs) Total $168.0 Total (1) 23 (2) The estimated stamp duties, professional and other fees and expenses incurred or to be incurred by First REIT in connection with the Proposed Acquisition Net-off against the obligation of OUELH to pay the total consideration payable to the Trustee for the novation from OUELH to the Trustee of (a) certain intercompany balances and other amounts between OUELH and the JMF Group Companies and (b) certain intercompany balances between OUELH or a subsidiary of OUELH and HJKK and JMA 20.3 $168.0 FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#241H 2021 PRO FORMA FINANCIALS 1H 2021 Pro Forma Financials (1) (For Illustrative Purposes Only) S$mm Before the Proposed Acquisition (2) Immediately After % Change the Proposed Acquisition I Net Property Income 37,612 45,202 20.2% Distributable Income 20,887 26,800 28.3% DPU (Singapore Cents) 1.30 1.31 0.8% Total Debt(3) Gearing (%) NAV Per Unit (Singapore Cents) 346,621 477,192 37.7% 34.1% 35.12 36.4% 33.68 For the Pro Forma Financial Effects of the Proposed Acquisition, please refer to Paragraph 8 of the announcement "Proposed Acquisition of 12 Nursing Homes Located in Japan and the Proposed Settlement in Respect of the Terminated Development Works Adjacent to Siloam Hospitals Surabaya" dated 8 December 2021 (1) 24 (2) Based on the 1H2021 Unaudited Consolidated Financial Statements (3) Debt is presented net of transaction costs +227bps (4.1%) FIRST" REIT ASIA'S PREMIER HEALTHCARE TRUST#25wwww 3 PROPOSED SETTLEMENT FOR TERMINATED DEVELOPMENT WORKS AGREEMENT FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#26TRANSACTION SUMMARY & RATIONALE Transaction Summary (1) Full and Final Settlement of any and all claims which PT TPI may have against PT SK in respect of the Progress Payments, the Interests and the Project Expenses 26 To Receive Settlement fees and claims for the Terminated Development Works Agreement* with PT Saputra Karya ("PT SK"), an indirect wholly-owned subsidiary of PT Lippo Karawaci Tbk ("LPKR”) (*Works had been delayed since 2018 due to road subsidence and agreement was mutually terminated in June 2020) Aggregate settlement amount: S$30.6mm Comprising: • • Equivalent of S$27.0mm in progress payments, Equivalent of S$2.7mm in interest, and S$0.9mm in project expenses incurred, in relation to the Development Works Agreement Transaction Benefits 1 Immediately strengthens financial position Proposed Settlement will strengthen capital structure and allow capital recycling towards higher-growth areas: Proceeds may be used to repay debt, finance capital expenditure and asset enhancement works and/or to finance general corporate and working capital requirements (1) + 2 De-risks portfolio, ensuring greater focus and resilience Proposed Settlement puts a finality for the delayed project: Previously planned works to rejuvenate the mature asset, Siloam Hospitals Surabaya, have been delayed since late 2018. Restarting works will be complex and could cause further delays in obtaining cashflow from this facility For further details on the Proposed Settlement, please refer to Paragraph 5 of the announcement "Proposed Acquisition of 12 Nursing Homes Located in Japan and the Proposed Settlement in Respect of the Terminated Development Works Adjacent to Siloam Hospitals Surabaya" dated 8 December 2021 FIRST" REIT ASIA'S PREMIER HEALTHCARE TRUST#27ப L Hikari Heights Varus Fujino 240-1 and other lots, Fujino 3jo 11-chome, Minamiku, Sapporo City, Hokkaido Prefecture [4 KEY TAKEAWAYS OUR NEXT PHASE OF GROWTH FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#28TOWARDS BEING A PREEMINENT PAN-ASIAN HEALTHCARE REIT FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST Committed Sponsors - OUE and OUE Lippo Healthcare 2nd LARGEST ASIAN nd HEALTHCARE REIT BY TOTAL ASSETS Siloam 63% Hospitals 24% Japan Nursing Homes 3% Singapore Nursing Homes 10% Others IMPERIAL ARYADUTA Healthcare Healthcare Healthcare S$1.3bn TOTAL ASSETS 445k sqm 14.0 years WALE(1) 89% Freehold/ 11% HGB 31 NO. OF PROPERTIES (2) Leasehold/3.1% BOT LAND TENURE(3) BASE RENT ESCALATION(4) 28 GFA 100% First REIT 2.0 - Positioned for Further Growth Highly Attractive Yield Spread vs Key SREIT Peer DPU Yield Spread vs Blended Risk Free (6) Blended Risk Free 4.34% 8.90% Pro Forma FIRST REIT QUIN HEALTHCARE TOLIKT 4.02% 4.56% Pro Forma(7) S-REIT Peer $ FIRST REIT 2.0 ASIA'S PREMIER HEALTHCARE TRUST Diversify Into Developed Markets Reduce geographical and tenant concentration risk; target to reduce Indonesia assets to <50% of portfolio in 3-5 years Reshape Portfolio For Capital Efficient Growth Recycle capital from non-core, non-healthcare assets Strengthen Capital Structure To Remain Resilient Diversify funding sources & continue to optimise financial position Continue To Pivot To Ride Megatrends ESG, ageing population demographics and growth drivers Based on First REIT's existing portfolio as at 30 June 2021, excluding Sarang Hospital, including the renewed IAHCC master lease agreement as announced on 29 November 2021 and assuming the Japan Nursing Homes were acquired on 30 June 2021. Excluding Sarang Hospital which was divested in Aug 2021 Land tenure by value; the two types of property titles in Indonesia are Freehold / Hak Guna Bangunan ("HGB"); and Leasehold/Build, Operate and Transfer ("BOT"), which includes Strata Title on BOT and Normal Title on BOT Blended rent escalation rates by value OCCUPANCY RATE(5) 223756 (1) (2) (3) (4) (5) Portfolio is 100% master-leased (6) Computed as DPU Yield over blended risk free spread. Blended risk free spread is computed based on the pro-rata asset contribution from Indonesia (72.3%, Rf: 6.24%), Singapore (2.7%, Rf: 1.68%) and Japan (25.0%, Rf: 0.00475%) FIRST" REIT (7) Based on reported pro forma financials of S-REIT peer as at 31 Dec 2020 with pro forma effects of proposed entry into New Master Lease Agreements for the Singapore Hospitals and Renewal Capex Agreement announced on 14 July 2021 ASIA'S PREMIER HEALTHCARE TRUST#2929 We Are Asking Unitholders To Approve: A Transformational Acquisition Of Our First Japan Assets, Funded By DPU-Accretive Placement Proposed Settlement for Terminated Development Works Agreement Why This Transaction Will Benefit Unitholders DPU-Accretive to Unitholders on a Pro Forma basis Why This Transaction Will Benefit Unitholders Strategic entry into the Japan nursing home market Immediately strengthens financial position De-risks portfolio, ensuring greater focus and resilience Diversification of geographical footprint and asset spread A Unitholders' Circular in relation to the Proposed Acquisition and Proposed Settlement, together with a notice of the EGM to be convened, will be despatched electronically to Unitholders in due course FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#30KEY CONTACTS AND TRANSACTION PARTIES Key Transaction Parties 30 Financial Adviser Legal Adviser BofA SECURITIES ALLEN & GLEDHILL For media/investor relations queries relating to this announcement, please contact: Independent Financial Advisor (IFA) Reporting Accountant STIRLING COLEMAN 施霖高诚 Independent Market Research Consultant KPMG Independent Valuers CUSHMAN & WAKEFIELD CUSHMAN & WAKEFIELD CBRE WATATAWA Consulting Josephine Chew - [email protected] Ong Chor Hao - [email protected] First REIT [email protected] FIRST REIT ASIA'S PREMIER HEALTHCARE TRUST#31APPENDIX: FAVOURABLE REGIONAL DEMOGRAPHIC TRAITS SUPPORT GROWTH The Japan Nursing Homes are located across regions with favourable demographic traits that support and sustain the growth of nursing home demand Characteristics of Prefecture SAPPORO, HOKKAIDO Internationally Recognized Tourist Destination NARA-SHI/KORYOCHO, NARA Home to 3 of Japan's World Heritage Sites Demand and Supply Dynamic by Prefecture Ageing Rapidly... Expected Growth in Ageing Rate (bps) from 2019 to 2045 ...Coupled with Strained Supply Ratio of Fee-based nursing homes for Elderly Capacity (People) to Every 1000 Elderly in 2019 Sapporo-shi: Designated "Ordinance- designated city (1)" in Japan 5th largest population in Japan Significant nursing care demand is predicted versus national average Limited new supply of fee-based nursing homes for elderly due to volume control by Sapporo city office MATSUMOTO, NAGANO Home to Matsumoto Castle, a National Treasure Nara-Shi: Designated "core city (2)" in Japan; one of the most prominent tourist cities Koryocho: Has idyllic scenery and Mamigaoka area, one of the most comfortable residential areas in Nara 31.9 31.9 31.3 29.1 30.5 10.9 9.8 9.8 8.7 8.6 19.3 16.1 12.3 11.0 6.8 Hokkaido Nagano Nara Kyoto Significant nursing care demand is predicted versus national average Nation Average Hokkaido Nationwide Nara Nagano Kyoto Ageing Rate (%) in 2019 by Prefecture ... Results in More Defensive Demand (3) Indicator of Demand for Nursing Care (Index 2015=100) 180 Koryocho (Nara) MIYAZU, KYOTO Home to Amanohashidate, Japan's Top 3 Scenic Spot 31 Masumoto-shi: Designated "core city (2)" in Japan Most number of urban district shopping malls in Nagano 160 140 Location facing the Japan sea 120 Has only one fee-based Home for the Elderly with nursing care with 100% occupancy rate 100 80 2015 2020 2025 2030 2035 2040 2045 3rd largest industrial manufacturing output in Nagano Source: IMR (1) An "Ordinance-designated city" is a Japanese city that has a population greater than 500,000 and has been designated as such by order of the Cabinet of Japan under Article 252, Section 19 of the Local Autonomy Law. There are 20 designated cities in total. Designated cities are required to subdivide themselves into wards, each of which has a ward office conducting various administrative functions for the city government, such as koseki and juminhyo resident registration and tax collection. (2) Core cities are generally cities whose populations are greater than 200,000. These core cities are delegated many functions normally carried out by prefectural governments, but not as many as designated cities. (3) Despite predictions of moderate demand in the Tango medical district, demand for Orchard Amanohashidate is expected to be stable in the future as it is the only Fee-based Nursing Home for the Elderly within Miyazu with an occupancy rate of 100%. Sapporo (Hokkaido) Nara-shi (Nara) Matsumoto (Nagano) Tango (Kyoto) National Average FIRST ''REIT ASIA'S PREMIER HEALTHCARE TRUST#32FIRST REIT FIRST REAL ESTATE INVESTMENT TRUST

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Fiscal 3Q Investor Presentation image

Fiscal 3Q Investor Presentation

Healthcare

FY23 Full-Year Results Presentation image

FY23 Full-Year Results Presentation

Healthcare

Healthcare Network P&L Statement and Expansion Projects image

Healthcare Network P&L Statement and Expansion Projects

Healthcare

Accreditation and Quality Assurance Overview image

Accreditation and Quality Assurance Overview

Healthcare

Investment Highlights image

Investment Highlights

Healthcare

Investor Presentation image

Investor Presentation

Healthcare

IDEAYA Biosciences Interim IDE397 Phase 1 Clinical Data and Q1 2022 Corporate Update image

IDEAYA Biosciences Interim IDE397 Phase 1 Clinical Data and Q1 2022 Corporate Update

Healthcare

BioAtla Investor Presentation Deck image

BioAtla Investor Presentation Deck

Healthcare