1. OUE C-REIT Prelim Prosp (10 Jan 2014)

8/13/2019 1. OUE C-REIT Prelim Prosp (10 Jan 2014)

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T H I S I S A P R E L I M I N A

R Y P R O S P E C T U S A N D I S S U B J E C T T O F U R T H E R A M E N D M E N T S A N D C O M P L E T I O N I N T H E P R O S P E C T U S T O B E R E G I S T E R E D B Y T H E M O N E T A R Y A U T H O

R I T Y O F S I N G A P O R E ( T H E “ M A S ” )

. T H E C O L L E C T I V

E I N V E S T M E N T S C H E M E O F F E R E D

I N T H I S P R E L I M I N A R

Y P R O S P E C T U S H A S A P P L I E D F O R A U T H O R I S A T I O N U N D E R T H E S E C U R I T I E S A N D F U T U R E S A C T , C

H A P T E R 2 8 9 O F S I N G A P O R E ( T H E “ S E C U R I T I E S A N D F U T U R E S A C T ” O R T H E “ S F A ” )

. A C O P Y O F T H I S P R E L I M I N A R Y P R O S P E C T U S H A S

B E E N L O D G E D W I T H T H E M A S

. T H E M A S A S S U M E S N O R E S P O N S I B I L I T Y F O R T H E C O N T E N T S O F T H I S P R E L I M I N A R Y P R O S P E C T U S

. L O D G E M E N T O F T H I S P R E L I M I N A R Y P

R O S P E C T U S W I T H T H E M A S D O E S N O T I M P L Y T H A T T H E S E C U R I T I E S A N D F U T U R E S

A C T , O R A N Y O T H E R

L E G A L O R R E G U L A T O R Y R E Q U I R E M E N T S

, H A V E B

E E N C O M P L I E D W I T H

. A P E R S O N T O W H O M A C O P Y O F T H I S P R E L I M I N A R Y P R O S P E C T U S H A S B E E N I S S U E D S H A L L N O T C I R C U L A T E I T T O A N Y O T H E R P E R S O N

. N O O F F E R O R I N V I T A T I O N

S H A L L B E M A D E O R

R E C E I V E D

, A N D N O A G R E E M E N T S H A L L B E M A D E

, O N T H E B A S I S O F T H I S P R E L I M I N A R Y P R O S P E C T U S

, T O P U R C H A S E O R S U B S C R I B E F O R A N Y U N

I T S I N O U E C O M M E R C I A L R E A L E S T A T E I N V E S T M E N T T R U S T . N O R E L I A N C E M A Y B E

P L A C E D F O R A N Y P U R P O S E W H A T S O E V E R O N T H E I N F O R M A T I O N C O

N T A I N E D I N T H I S P R E L I M I N A R Y P R O S P E C T U S O R

O N I T S C O M P L E T E N E S S

.

PRELIMINARY PROSPECTUS DATED 10 JANUARY 2014 (Lodged with the Monetary Authority of Singapore on 10 January 2014).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.

OUE COMMERCIAL REAL ESTATE INVESTMENT TRUST(a real estate investment trust constituted on 10 October 2013 under the laws of the Republic of Singapore)

Offering of [208,000,000] Units (subject to the Over-Allotment Option (as defined herein))Offering Price: S$0.80 per Unit

OUE Commercial REIT Management Pte. Ltd., as manager of OUE Commercial Real Estate Investment Trust (“ OUE C-REIT ”, and the manager of OUEC-REIT, the “ Manager ”), is making an offering (the “ Offering ”) of [208,000,000] units representing undivided interests in OUE C-REIT (“ Units ”) forsubscription at the Offering Price (as defined herein) (the “ Offering Units ”). The Offering consists of (i) an international placement of [ ● ] Units to investors,including institutional and other investors in Singapore (the “ Placement Tranche ”), and (ii) an offering of [● ] Units to the public in Singapore (the “ PublicOffer ”).It is currently expected that the issue price of each Unit under the Offering will be S$0.80 per Unit (the “ Offering Price ”). Standard Chartered Securities(Singapore) Pte. Limited is the sole financial adviser for the Offering (the “ Sole Financial Adviser ”). The joint global coordinators and issue managers forthe Offering are Standard Chartered Securities (Singapore) Pte. Limited, CIMB Bank Berhad, Singapore Branch and Oversea-Chinese Banking CorporationLimited (the “Joint Global Coordinators and Issue Managers ” or the “Joint Global Coordinators ”). The Offering is fully underwritten at the Offering Priceby Standard Chartered Securities (Singapore) Pte. Limited, CIMB Securities (Singapore) Pte. Ltd., Oversea-Chinese Banking Corporation Limited, DMG &Partners Securities Pte Ltd, Citigroup Global Markets Singapore Pte. Ltd. and J.P. Morgan (S.E.A.) Limited (the “ Joint Bookrunners and Underwriters ” orthe “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 immediatelyafter completion of the Offering will be 866,000,000 Units. The exercise of the Over-Allotment Option will not increase the total number of Units in issue.Separate from the Offering, Clifford Development Pte. Ltd., a wholly-owned subsidiary of OUE Limited (“ OUE ” or the “Sponsor ”), will receive an aggregateof [432,999,999] Units (the “ Consideration Units ”, and together with the Sponsor Initial Unit, the “ Sponsor Units ”) on the Listing Date (as defined herein)as part satisfaction of the purchase consideration for the OUE Bayfront Property, which will form part of the IPO Portfolio (as defined herein).In addition, concurrently with, but separate from the Offering, each of the Cornerstone Investors (as defined herein) has entered into a subscription agreementto subscribe for an aggregate of [225,000,000] Units (the “ Cornerstone Units ”) at the Offering Price conditional upon the UnderwritingAgreement having beenentered into, and not having been terminated, pursuant to its terms on or prior to the Settlement Date.

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 in Singapore(“IPO ”). 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 Units, (iii) the Cornerstone Units and (iv) all the Units which will be issued to the Manager from timeto time in full or part payment of the Manager’s fees. Such permission will be granted when OUE C-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. Inthe 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 eachinvestor’s own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of OUE C-REIT, theManager, DBS Trustee Limited, as trustee of OUE C-REIT (the “ Trustee ”), the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators or the JointBookrunners.OUE C-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 Units,(iii) the Cornerstone Units and (iv) all the Units which will be issued to the Manager from time to time in full or part payment of the Manager’s fees on theMain Board of the SGX-ST. OUE C-REIT’s eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, OUE C-REIT, theManager, the Trustee, the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators, the Joint Bookrunners or the Units. The SGX-ST assumes noresponsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-STis not to be taken as an indication of the merits of the Offering, OUE C-REIT, the Manager, the Trustee, the Sponsor, the Sole Financial Adviser, the JointGlobal Coordinators, the Joint Bookrunners or the Units.OUE C-REIT is [a scheme pending authorisation] 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 “MAS”) on 10 January 2014and [ ● ], respectively. The MAS assumes no responsibility for the contents of the Prospectus. Lodgement with, or registration by, the MAS of theProspectus does not imply that the Securities and Futures Act or any other legal or regulatory requirements have been complied with. The MAShas not, in any way, considered the investment merits of the collective investment scheme. This Prospectus will expire on [ ● ] (12 months after the

date of the registration of this Prospectus).See “Risk Factors” commencing on page 71 of this Prospectus for a discussion of certain factors to be considered in connection with aninvestment in the Units. None of the Manager, the Trustee, the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators or the JointBookrunners guarantees the performance of OUE C-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 Units as aninvestment included under the CPF Investment Scheme – Ordinary Account. CPF members are allowed to invest up to 35.0% of the Investible Savings (asdefined herein) in their CPF Ordinary Accounts to purchase Units. Investors applying for Units by way of Application Forms (as defined herein) or ElectronicApplications (both as referred to in Appendix G, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore”) in the PublicOffer 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 Clifford DevelopmentPte. Ltd. (the “Unit Lender ”), exercisable by Standard Chartered Securities (Singapore) Pte. Limited (the “ Stabilising Manager ”) (or any of its affiliates orother 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, onlyfrom 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 itsaffiliates or other persons acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of [ ● ] Units, representing up to [20.0]% ofthe total number of Units in the Offering, to undertake stabilising actions to purchase up to an aggregate of [ ● ] Units (representing up to [20.0]% of the totalnumber 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. Inconnection with the Offering, the Stabilising Manager (or its affiliates or other persons acting on behalf of the Stabilising Manager) may, in consultation withthe 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 mightnot otherwise prevail in the open market. However, there is no assurance that the Stabilising Manager (or 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 permissibleto do so, in each case in compliance with all applicable laws and regulations.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 whereit 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 law of any state of the U.S. and accordingly, may not be offered or sold within the U.S. except in certain transactions exempt from or notsubject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as defined in and in reliance onRegulation S under the Securities Act (“ Regulation S ”).

Sponsor

Sole Financial Adviser

Joint Global Coordinators and Issue Managers

Joint Bookrunners and Underwriters


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TABLE OF CONTENTS

Page

NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 116

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

THE MANAGER AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200

THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234

THE FORMATION AND STRUCTURE OF OUE C-REIT . . . . . . . . . . . . . . . . . . . . . . . . . . 240

CERTAIN AGREEMENTS RELATING TO OUE C-REIT AND THE PROPERTIES . . . . . . 252

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OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN THE PEOPLE’S REPUBLICOF CHINA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300

APPENDIX A – REPORTING AUDITORS’ REPORT ON THE PROFIT FORECASTAND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B – REPORTING AUDITORS’ REPORT ON THE UNAUDITED PROFORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C – UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . C-1

APPENDIX D – INDEPENDENT TAXATION REPORT . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E – INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS . E-1

APPENDIX F – INDEPENDENT MARKET RESEARCH REPORT . . . . . . . . . . . . . F-1

APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONFOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . G-1

APPENDIX H – LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OFDIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . H-1

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NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation not contained inthis Prospectus and any information or representation not so contained must not be relied uponas having been authorised by or on behalf of OUE C-REIT, the Manager, the Trustee, the Sponsor,the Sole Financial Adviser, the Joint Global Coordinators or the Joint Bookrunners. If anyoneprovides you with different or inconsistent information, you should not rely upon it. Neither thedelivery of this Prospectus nor any offer, subscription, placement, purchase, sale or transfer madehereunder shall under any circumstances imply that the information herein is correct as of anydate subsequent to the date hereof or constitute a representation that there has been no changeor development reasonably likely to involve a material adverse change in the business affairs,conditions and prospects of OUE C-REIT, the Manager, the Trustee, the Units or the Sponsorsince the date on the front cover of this Prospectus. Where such changes occur and are materialor required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory bodyor agency, the Manager will make an announcement of the same to the SGX-ST and, if required,lodge and issue a supplementary document or replacement document pursuant to Section 298 ofthe Securities and Futures Act and take immediate steps to comply with the said Section 298.Investors should take notice of such announcements and documents and upon release of such

announcements and documents shall be deemed to have notice of such changes.

None of OUE C-REIT, the Manager, the Trustee, the Sponsor, the Sole Financial Adviser, the JointGlobal Coordinators and the Joint Bookrunners or any of their respective affiliates, directors,officers, employees, agents, representatives or advisers is making any representation orundertaking to any purchaser or subscriber of Units regarding the legality of an investment bysuch purchaser or subscriber under appropriate legal, investment or similar laws. In addition,investors in the Units should not construe the contents of this Prospectus as legal, business,financial or tax advice. Investors should be aware that they may be required to bear the financialrisks of an investment in the Units for an indefinite period of time. Investors should consult theirown professional advisers as to the legal, tax, business, financial and related aspects of aninvestment in the Units.

Copies of this Prospectus and the Application Forms may be obtained on request, subject toavailability, during office hours, from:

Standard CharteredSecurities

(Singapore)Pte. Limited

CIMB Securities(Singapore)

Pte. Ltd.

Oversea-ChineseBanking

CorporationLimited

CitigroupGlobal Markets

SingaporePte. Ltd.

J.P. Morgan(S.E.A.)Limited

DMG & PartnersSecurities

Pte Ltd

8 Marina Boulevard#19-01 Marina Bay

Financial CentreTower 1

Singapore018981

CIMB InvestmentCentre

50 Raffles Place#01-01 Singapore

Land TowerSingapore

048623

65 Chulia StreetOCBC Centre

Singapore049513

8 Marina View#21-00 Asia

Square Tower 1Singapore

018960

168 RobinsonRoad

17th Floor,Capital Tower

Singapore 068912

10 Collyer Quay#09-08 Ocean

Financial CentreSingapore

049315

and, where applicable, from members of the Association of Banks in Singapore, members of theSGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on theSGX-ST website: http://www.sgx.com.

The Units have not been and will not be registered under the Securities Act and, accordingly, maynot be offered or sold within the U.S. except in certain transactions exempt from, or not subjectto, the registration requirements of the Securities Act. The Units are being offered and sold inoffshore transactions as defined in and in accordance with Regulation S.

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FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute “forward-looking statements”. This Prospectusalso contains forward-looking financial information in “Profit Forecast and Profit Projection”. Suchforward-looking statements and financial information involve known and unknown risks,uncertainties and other factors which may cause the actual results, performance or achievementsof OUE C-REIT, the Manager, the Sponsor, or industry results, to be materially different from anyfuture results, performance or achievements expressed or implied by such forward-lookingstatements and financial information. Such forward-looking statements and financial informationare based on numerous assumptions regarding the Manager’s present and future businessstrategies and the environment in which OUE C-REIT, the Manager or the Sponsor will operate inthe future. Because these statements and financial information reflect the current views of theManager and the Sponsor concerning future events, these statements and financial informationnecessarily involve risks, uncertainties and assumptions. Actual future performance could differmaterially from these forward-looking statements and financial information. You should not placeany undue reliance on these forward-looking statements.

Among the important factors that could cause the actual results, performance or achievements of

OUE C-REIT, the Manager or the Sponsor to differ materially from those in the forward-lookingstatements and financial information are the conditions of, and changes in, the domestic, regionaland global economies, including, but not limited to, factors such as political, economic and socialconditions in Singapore and the People’s Republic of China (the “ PRC ”), changes in governmentlaws and regulations affecting OUE C-REIT, competition in the property markets of Singapore andthe PRC in which OUE C-REIT may invest, industry, currency exchange rates, interest rates,inflation, relations with service providers, relations with lenders, hostilities (including futureterrorist attacks), the performance and reputation of OUE C-REIT’s properties and/or acquisitions,difficulties in identifying future acquisitions, difficulty in completing and integrating acquisitions,changes in the Manager’s directors and executive officers, risks related to natural disasters,general volatility of the capital markets, general risks relating to the property market in which OUEC-REIT may invest and the market price of the Units as well as other matters not yet known to theManager or not currently considered material by the Manager. Additional factors that could causeactual results, performance or achievements to differ materially include, but are not limited to,those discussed under “Risk Factors”, “Profit Forecast and Profit Projection”, and “Business andProperties”. These forward-looking statements and financial information speak only as at the dateof this Prospectus. The Manager expressly disclaims any obligation or undertaking to releasepublicly any updates of or revisions to any forward-looking statement or financial informationcontained herein to reflect any change in the expectations of the Manager or the Sponsor withregard thereto or any change in events, conditions or circumstances on which any such statementor information is based, subject to compliance with all applicable laws and regulations and/or therules of the SGX-ST and/or any other relevant regulatory or supervisory body or agency.

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CERTAIN DEFINED TERMS AND CONVENTIONS

OUE C-REIT will publish its financial statements in Singapore dollars. In this Prospectus,references to “S$” or “Singapore dollars” and “cents” are to the lawful currency of the Republic ofSingapore, references to “HK$” or “Hong Kong dollars” are to the lawful currency of Hong Kong,Special Administrative Region of the PRC, references to “RMB” or “Renminbi” are to the lawfulcurrency of the PRC, and references to “US$”, “US dollars” or “USD” are to the lawful currency ofthe United States. References to “the People’s Republic of China” or “the PRC” are, for thepurposes of this Prospectus, to mainland China.

For the reader’s convenience, except where the exchange rate is expressly stated otherwise,Renminbi, Hong Kong dollar and US dollar amounts in this Prospectus have been translated intoSingapore dollars based on an exchange rate of S$1.00 : RMB4.7830, S$1.00: HK$6.1275 andUS$1.00: S$1.265 as at 31 December 2013 (the “ Latest Practicable Date ”), respectively.

However, such translations should not be construed as representations that Renminbi, Hong Kongdollar and US dollar amounts have been, could have been or could be converted into Singaporedollars at that or any other rate and vice versa. (See “Exchange Rate Information” for furtherdetails).

Unless otherwise defined, capitalised terms used in this Prospectus shall have the meanings setout in the Glossary.

The forecast and projected distribution per Unit (“ DPU ”) yields are calculated based on theOffering Price. Such yields and yield growth will vary accordingly for investors who purchase Unitsin the secondary market at a market price different from the Offering Price.

Any discrepancies in the tables, graphs and charts included in this Prospectus between the listedamounts and totals thereof are due to rounding. Where applicable, figures and percentages arerounded to one decimal place. Measurements in square metres (“ sq m ”) are converted to squarefeet (“sq ft ”) and vice versa based on the conversion rate of 1 sq m = 10.7639 sq ft. References

to “Appendix” or “Appendices” are to the appendices set out in this Prospectus. All references inthis Prospectus to dates and times shall mean Singapore dates and times unless otherwisespecified.

Unless otherwise specified, all information relating to the Properties (as defined herein) in thisProspectus are as at 30 September 2013. (See “Business and Properties” for details regarding theProperties.)

Reference to:

• “Acquisition of the Properties ” for the purposes of this Prospectus means OUE C-REIT’sacquisition of the OUE Bayfront Property and the entire issued share capital in the BVI

Company from the Vendors (both as defined herein);

• “GFA ” for the purposes of this Prospectus means:

• (in relation to properties in Singapore) all covered floor areas of a building, exceptotherwise exempted, and uncovered areas for commercial uses. The total area of thecovered floor space is measured between the centre line of party walls, including thethickness of external walls but excluding voids. Generally, car parks and driveways areexcluded from the computation of GFA; and

• (in relation to properties in the PRC) the area specified in the Building OwnershipCertificate for each property; and

• “Gross Rental Income ” comprises Base Rent, Service Charge and Turnover Rent (whereapplicable) (each as defined herein).

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MARKET AND INDUSTRY INFORMATION

This Prospectus includes market and industry data and forecasts that have been obtained frominternal surveys, reports and studies, where appropriate, as well as market research, publiclyavailable information and industry publications. Industry publications, surveys and forecastsgenerally state that the information they contain has been obtained from sources believed to bereliable, but there can be no assurance as to the accuracy or completeness of such information.The Manager has commissioned DTZ Debenham Tie Leung (SEA) Pte Ltd (the “ IndependentMarket Research Consultant ”) to prepare the independent market research report (the“Independent Market Research Report ”). (See Appendix F, “Independent Market ResearchReport” for further details.) While the Manager has taken reasonable steps to ensure that theinformation is extracted accurately and in its proper context, the Manager has not independentlyverified any of the data from third-party sources or ascertained the underlying economicassumptions relied upon therein. Consequently, none of OUE C-REIT, the Manager, the Trustee,the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators and the Joint Bookrunnersmakes any representation as to the accuracy or completeness of such information, and each ofthem shall not be held responsible in respect of any such information and shall not be obliged toprovide any updates on the same.

The Trustee has appointed Savills Valuation and Professional Services (S) Pte Ltd (“ Savills ”) andColliers International Consultancy & Valuation (Singapore) Pte Ltd (“ Colliers ”) as the independentvaluers of the Properties (the “ Independent Valuers ”). (See Appendix E, “Independent PropertyValuation Summary Reports” for further details.)

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OVERVIEW

The following section is qualified in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere in this Prospectus. The meanings of terms not defined in this section can be found in the Glossary or in the trust deed dated 10 October 2013 entered into between the Manager and the Trustee constituting OUE C-REIT, as amended and restated by a first amending and restating deed dated 9 January 2014 (the “ Trust Deed ”). A copy of the Trust Deed can be inspected at the registered office of the Manager, which is located at 50 Collyer Quay #04-08, OUE Bayfront, Singapore 049321 (prior appointment would be appreciated).

Statements contained in this section that are not historical facts may be forward-looking statements or are historical statements reconstituted on a pro forma basis. Such statements are based on certain assumptions and are subject to certain risks and uncertainties which could cause actual results of OUE C-REIT to differ materially from the forecast or projected results of OUE C-REIT. (See “Forward-Looking Statements” for further details.) Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by OUE C-REIT, the Manager, the Trustee, the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators, the Joint

Bookrunners or any other person or that these results will be achieved or are likely to be achieved.Investing in the Units involves risks. Prospective investors are advised not to rely solely on this section, but to read this Prospectus in its entirety and, in particular, the sections from which the information in this section is extracted and “Risk Factors” to better understand the Offering and OUE C-REIT’s businesses and risks.

OVERVIEW OF OUE C-REIT

OUE C-REIT is a Singapore real estate investment trust (“ REIT”) established with the principalinvestment strategy of investing, directly or indirectly, in a portfolio of income-producing realestate used primarily for commercial purposes (including real estate used primarily for officeand/or retail purposes) in financial and business hubs within and outside of Singapore, as well asreal estate-related assets. (See “Strategy” for further details.)

Key Objectives

The Manager’s key financial objectives are to provide unitholders of OUE C-REIT (“ Unitholders ”)with an attractive rate of return on their investment through regular and stable distributions toUnitholders and to achieve long-term sustainable growth in DPU and net asset value (“ NAV”) perUnit, while maintaining an appropriate capital structure for OUE C-REIT.

IPO Portfolio

The initial portfolio of OUE C-REIT (the “ IPO Portfolio ”) will comprise two commercial propertiesstrategically located in Singapore and Shanghai, with an aggregate GFA of approximately105,296.1 sq m and a total appraised value of approximately S$1,623.6 1 million as at 30September 2013. The IPO Portfolio consists of:

• The OUE Bayfront Property . The OUE Bayfront Property is located at Collyer Quay inSingapore’s central business district (“ CBD ”). It comprises (i) OUE Bayfront, an 18-storeypremium 2 office building with rooftop restaurant premises located at 50 Collyer Quay, which

1 Based on the higher of the two independent appraisal values for the Properties, an exchange rate of S$1.00 :RMB4.7830 and inclusive of Income Support (as defined herein).

2 The term “ premium ” for the purposes of describing commercial properties in Singapore is set out in the IndependentMarket Research Report.

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is complemented by retail facilities at its ancillary properties, namely (ii) OUE Tower, aconserved tower building located at 60 Collyer Quay with panoramic views of the Marina Baylandscape which is currently occupied by a fine dining restaurant, and (iii) OUE Link, a linkbridge located at 62 Collyer Quay with retail units (the “ OUE Bayfront Property ”); and

• The Lippo Plaza Property . Lippo Plaza is located at 222 Huaihai Zhong Road in thecommercial district of Huangpu in central Shanghai, the PRC. It is a 36-storey Grade-A 1

commercial building used for office and retail purposes and also comprises three basementlevels consisting of commercial space and car park lots. The Lippo Plaza Property comprisesLippo Plaza, excluding (i) Unit 2 on Basement 1, (ii) the 12th, 13th, 15th and 16th Floors and(iii) four car park lots (the “Lippo Plaza Property ”). Collectively, the Lippo Plaza Propertycomprises approximately 90% of Lippo Plaza by GFA,

(together, the “ Properties ”). (See “Business and Properties” for further details.)

KEY INVESTMENT HIGHLIGHTS

The Manager believes that an investment in OUE C-REIT offers the following attractions to

Unitholders:

(1) IPO Portfolio comprises landmark commercial properties strategically located in theprime commercial districts of Singapore and Shanghai

(a) The OUE Bayfront Property: Premium office building with ancillary retail facilitieslocated between the new Marina Bay downtown and Raffles Place, within Singapore’sCBD

(b) The Lippo Plaza Property: Grade-A commercial building located in the Huangpu district,one of Shanghai’s established core commercial districts

(2) Unique opportunity for investment exposure to prime commercial real estate in the keyinternational financial and business hubs of Singapore and Shanghai

(a) Established and thriving key international financial and business hubs of Singapore andShanghai underpin long-term sustainable returns of the IPO Portfolio

(b) Favourable office sector outlook in the respective CBD areas of Singapore andShanghai support the further growth in DPU of the IPO Portfolio

(3) Stable and resilient portfolio

(a) Track record of consistent growth

(b) Strong historical occupancy

(c) Diversified and high quality tenant base

(d) Minimal capital expenditure expected after the Listing Date

1 The term “ Grade-A ” for the purposes of describing commercial properties in the PRC is set out in the IndependentMarket Research Report.

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(4) Stable and attractive distribution yield with potential organic growth

(a) Potential organic growth via possible rent reversions and balanced lease expiry profilefor the IPO Portfolio

(b) Properties acquired at attractive purchase prices

(c) Downside protection with Income Support Arrangement (as defined herein)

(d) Attractive distribution yield

(5) Strong, reputable and committed Sponsor with proven track record of delivering value

(a) Leading real estate owner, developer and operator with proven abilities in acquiringquality assets and enhancing their value

(b) Expertise in real estate management

(c) Committed Sponsor and Manager incentivised to maximise distributions to Unitholders

(6) Experienced and professional REIT management and property management teams

(7) Significant potential acquisition pipeline

(a) Sponsor ROFR Properties (as defined herein) offer significant expansion opportunities

(b) Sponsor ROFR Properties in Singapore offer exposure to landmark office real estate inSingapore’s key CBD areas

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Details of these key investment highlights are set out below:

(1) IPO Portfolio comprises landmark commercial properties strategically located in theprime commercial districts of Singapore and Shanghai

The IPO Portfolio of OUE C-REIT comprises the OUE Bayfront Property in Singapore and theLippo Plaza Property in Shanghai, the PRC, as set out in the map below. The IPO Portfoliois valued at an aggregate of approximately S$1,623.6 1 million as at 30 September 2013 witha total GFA of approximately 105,296.1 sq m.

Overview of the IPO Portfolio

SingaporeOUE Bayfront Property

ShanghaiLippo Plaza Property

1 Based on the higher of the two independent appraisal values for the Properties, an exchange rate of S$1.00 :RMB4.7830 and inclusive of Income Support (as defined herein).

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The following table sets out an initial summary of the IPO Portfolio as at 30 September 2013.

The OUE BayfrontProperty

The LippoPlaza Property Total/Average

Usage Office and retail Office and retail Office and retail

GFA (sq m) 46,774.6 58,521.5 105,296.1

Net LettableArea (1) (sq m)

Overall 37,381.8 39,232.0 76,613.8

Officecomponent

35,551.7 33,538.6 69,090.3

Retailcomponent

1,830.1 5,693.4 7,523.5

Committed Occupancy Rate (2)

as at 30 September 2013 (%)Overall: 96.1

Office component:95.9

Retail component:100.0

Overall: 88.2Office component:

86.5Retail component:

97.8

Overall: 92.0Office component:

91.4Retail component:

98.3

Number of Tenants as at30 September 2013 Overall: 45Office component:33

Retail component:12

Overall: 83Office component:72 (3)

Retail component:11 (4)

Overall: 128Office component:105

Retail component:23

Gross Revenue for the ForecastYear 2014 (5) (S$ million)

50.4 24.0 (6) 74.4

Net Property Income (7) for theForecast Year 2014 (5)

(S$ million)

36.9 17.4 (6) 54.3

Independent Appraisal Valuesas at 30 September 2013(S$ million)

Savills: 1,115.0Colliers: 1,135.0

Savills: 470.4 (6)

Colliers: 488.6 (6)Savills: 1,585.4Colliers: 1,623.6

Independent Appraisal Values(without Income Support (8) )as at 30 September 2013(S$ million)

Savills: 1,080.0Colliers: 1,102.0

Savills: 470.4 (6)

Colliers: 488.6 (6)Savills: 1,550.4Colliers: 1,590.6

Purchase Consideration(S$ million)

1,005.0 331.8 (9)

(subject toadjustment) (10)

1,336.8(subject to

adjustment) (10)

Notes:

(1) “Net Lettable Area ” or “NLA” refers to the net office or retail area located in Singapore or the PRC, as the

case may be, that is to be leased and for which rent is payable as stipulated in the respective tenancyagreements, including legally binding letters of offer which have been accepted for vacant area.

(2) “Committed Occupancy Rate ” refers to the occupancy rate based on all current leases in respect of theProperty for the period, including legally binding letters of offer which have been accepted for vacant units,as a function of total lettable space.

(3) As at 30 September 2013, two office tenants have also entered into letters of offer or lease agreements forretail spaces.

(4) Excluding the two office tenants which have also entered into letters of offer or lease agreements for retailspaces.

(5) “Forecast Year 2014 ” refers to the period from 1 January 2014 to 31 December 2014.

(6) Based on an exchange rate of S$1.00 : RMB4.7830.

(7) “Net Property Income ” refers to Gross Revenue less property expenses.

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(8) “Income Support ” refers to the top-up payments from the Sponsor pursuant to the Deed of Income Support.

(9) The aggregate purchase consideration for the Lippo Plaza Property is based on an exchange rate of S$1.00 :HK$6.1275 and comprises (i) the purchase consideration of approximately HK$843.5 million (subject toadjustment) payable to Lippo China Resources Limited (“ LCR ”) under the Tecwell Share Purchase Agreement(as defined herein) for the entire issued share capital in the BVI Company, (ii) the repayment of the principalamount of HK$776 million of a term loan facility granted by Standard Chartered Bank (Hong Kong) Limited,The Bank of East Asia, Limited, China CITIC Bank International Limited (formerly known as CITIC BankInternational Limited), Chinatrust Commercial Bank and Chong Hing Bank Limited to the BVI Company as the

borrower (the “ Existing Offshore Facility ”), and (iii) the refinancing of the Existing Onshore Facility (asdefined herein).

(10) The purchase consideration for the Lippo Plaza Property may be adjusted upwards or downwards based onthe increase or decrease, as the case may be, in NAV of the BVI Company and its subsidiaries (which is theaggregate value of the total assets of BVI Company and its subsidiaries less the aggregate amount of the totalliabilities of the BVI Company and its subsidiaries) (excluding any change in valuation of the Lippo PlazaProperty) as at the Listing Date relative to 30 June 2013. The management accounts of the BVI Company andits subsidiaries will be used to prepare the consolidated accounts of the BVI Company as at the completiondate of the Tecwell Share Purchase Agreement (the “ Completion Accounts ”, and the completion date of theTecwell Share Purchase Agreement, the “ Tecwell Completion Date ”) as well as the statement as at theTecwell Completion Date in the format set out in the Tecwell Share Purchase Agreement (the “ CompletionNAV Statement ”, and together with the Completion Accounts, the “ Completion Financial Statements ”). TheCompletion Financial Statements will be prepared by the BVI Holding Company and reviewed by theReporting Auditors.

(a) The OUE Bayfront Property: Premium office building with ancillary retail facilities located between the new Marina Bay downtown and Raffles Place, within Singapore’s CBD

Vantage position – OUE Bayfront has the advantageous position of being a premium officebuilding located at Collyer Quay, near the major traffic interchange of Raffles Quay andRobinson Road/Cecil Street, between the developing Marina Bay area or “New Downtown”and the established financial hub of Raffles Place. Strategically situated between these twokey areas of Singapore’s CBD, the OUE Bayfront Property enjoys prominent status alongsideother notable recent additions of premium office space that include Marina Bay FinancialCentre, One Raffles Quay and Ocean Financial Centre, and is within reach of entertainmentfacilities such as Marina Bay Sands and the Esplanade, placing it in the midst of a criticalmass of business and retail activity that affords its tenants ready and immediate access tothe surrounding commercial community, residential and hospitality developments, retailamenities and entertainment offerings embodying the “work-live-play” concept.

Excellent connectivity and accessibility – The OUE Bayfront Property enjoys easyconnectivity both within and out of Singapore’s CBD. The OUE Bayfront Property offersconvenient access to the Raffles Place Mass Rapid Transit (“ MRT ”) station, the major MRTinterchange within the Singapore CBD that is one of the key points of entry and exit to andfrom the Singapore CBD in the daily commute of the office population, and is within walkingdistance from the recently opened Downtown MRT station, which serves the new Downtown

line. Both OUE Link and the OUE Bayfront Property’s underpass connection to the RafflesPlace MRT station serve as important connectors for pedestrian traffic within the SingaporeCBD. Direct road frontage to Collyer Quay offers convenient vehicular access to the OUEBayfront Property, which is also well-served by diverse bus routes. Collyer Quay is a majorarterial road that leads directly into the other core areas of the Singapore CBD, namelyMarina Bay (via Marina Boulevard) and Tanjong Pagar (via Raffles Quay and Shenton Way).The roads near the OUE Bayfront Property also offer convenient access to expresswayssuch as the Ayer Rajah Expressway, the new Marina Coastal Expressway, the Kallang-PayaLebar Expressway via the nearby Nicoll Highway and the East Coast Parkway, whichprovides swift and direct access to Changi Airport.

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The map below illustrates the OUE Bayfront Property’s location within the Singapore CBD.

D T 1 6

C E

1

B A Y F

R O N T

N S 2

6

E W 1

4

R A F F L E S P L A C E

Marina Bay

Singapore River

OUEBayfront

One RafflesPlace

OUEDowntown

OUE Tower

OUE Link

Legend

OUE Bayfront Property

ROFR Properties

( U / C )

Source: Independent Market Research Report.

Premium office building – OUE Bayfront is one of the latest premium office buildings in theSingapore CBD and has been certified as Green Mark Gold by the Building and ConstructionAuthority of Singapore (“ BCA ”) for its environmentally sustainable design. It has an efficientfloor layout offering column-free floor plates ranging from approximately 2,415 sq m to 2,787sq m which are easily configurable, allowing for flexibility in its leasing strategy. Certain floorsin OUE Bayfront are designated as trading floors that can cater to tenants in the financialservices sector. These floors include enhanced specifications such as higher floor loadingcapacity, 300 mm raised flooring system, increased air-conditioning cooling capacity, highpower provision and emergency electrical supply for air-conditioning and tenants’ use.

The main entrance of OUE Bayfront comprises a 12-metre high reception lobby and a publicplaza fronting Collyer Quay, enabling easy access and maximum visibility from the streetlevel. In addition, a significant proportion of OUE Bayfront’s office space overlooks theMarina Bay waterfront, making OUE Bayfront one of the few offices in the area offeringpanoramic views of Marina Bay and ensuring a rental premium for certain of its office spaces.

Unique ancillary properties – OUE Bayfront is well-complemented by its ancillaryproperties, namely OUE Tower and OUE Link.

Accorded heritage conservation status for its historic significance, OUE Tower serves as anexperiential and unique attraction for patrons by being one of only two waterfront revolvingrestaurants in Singapore and the only one in the Singapore CBD. OUE Tower offerspanoramic views of the Marina Bay landscape and is currently occupied by Tóng Lè PrivateDining, a fine dining Chinese restaurant operated by the established Tung Lok Group.

OUE Link is the aerial connector between the OUE Bayfront Property and Raffles Place MRTstation and enjoys a high volume of shopper and commuter traffic. All retail units at OUE Link

have double frontages onto the two pedestrian walkways. In addition, OUE Link’s unique status

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as the only overhead pedestrian bridge connecting Raffles Place MRT station and the MarinaBay/Fullerton Heritage areas draws significant shopper traffic which benefits OUE Link’s retailtenants.

(b) The Lippo Plaza Property: Grade-A commercial building located in the Huangpu district, one of Shanghai’s established core commercial districts

Located within one of Shanghai’s established core commercial districts – The Lippo PlazaProperty is situated near the eastern end of Huaihai Zhong Road in the Huangpu district ofShanghai, one of the main commercial districts in the Puxi area, which is the traditionaldowntown area of Shanghai. The Huangpu district is one of the oldest business districts indowntown Shanghai, and is home to numerous historical buildings, including the colonial-erabuildings along the Bund. The Lippo Plaza Property is located among other renownedcommercial developments in the district, including the K11 (formerly Hong Kong New WorldTower), Shui On Plaza, Central Plaza, Hong Kong Plaza, Bund Centre, Shanghai Times Square,Raffles City and Henderson Metropolitan. The main tenants in this area generally comprisemultinational corporations (“ MNCs ”), international financial institutions and Chinese state-ownedenterprises (“ SOEs ”).

The following map illustrates the location of the Lippo Plaza Property within the Huangpu district.

HuangpuHuaiHaiZhongRoad

LippoPlaza, Shanghai

K11

ShuiOn Plaza

XinTian Di

YangpuHongkou

Zhabei

Putuo

Jing’anChangning

Xuhui


Well-placed within a fast-growing major retail artery – The Huaihai Road precinct, wherethe Lippo Plaza Property is located, is classified as a prime retail area in Shanghai’s retaillandscape. The unique and varied architectural styles as well as historical buildings set thearea apart from other retail areas, resulting in the precinct’s popularity with top-end designerbrands from all over the world as well as renowned and established Chinese brands. HuaihaiZhong Road has the largest area of prime retail space in the Puxi area, comprisingapproximately 30.0% of total prime retail space in the Puxi area.

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The completion of the second phase of Metro Line 13 in 2014 is expected to bring morepedestrian traffic to Huaihai Zhong Road, stemming from anticipated upgrading activities toretail spaces in the vicinity of the upcoming Metro Line 13.

Excellent connectivity and accessibility – Lippo Plaza is located within a five minutes’walk from the South Huangpi Road Metro station, which serves the key Metro Line 1 (themain north-south line of the Shanghai Metro). In addition, the future Huaihai Zhong RoadStation on the upcoming Metro Line 13 (an East-West line on the Shanghai metro network)will be located within walking distance from the Lippo Plaza Property. This new station willbe the interchange station with the planned Metro Line 14, which will further enhanceaccessibility to Huaihai Zhong Road by connecting the Puxi area with the Pudong district,another of Shanghai’s core commercial districts across the Huangpu River. Tenants of theLippo Plaza Property can also access the Pudong district via nearby underground tunnelsand major bridges such as the Nanpu and Lupu bridges. The Lippo Plaza Property is alsoeasily accessible by bus, with routes covering major commercial precincts such as WestNanjing Road, Xujiahui and People’s Square.

Also located in close proximity are the North-South Elevated Road and Yan’an Elevated

Road, two major expressways which connect the Lippo Plaza Property to other majortransportation lines and key commercial areas in Shanghai, such as People’s Square,Lujiazui CBD in the Pudong district, railway stations and Hongqiao Transportation Hub. TheLippo Plaza Property is located approximately 3 km from the Bund and 43 km from PudongInternational Airport.

(2) Unique opportunity for investment exposure to prime commercial real estate in the keyinternational financial and business hubs of Singapore and Shanghai

Investors in OUE C-REIT would have the unique opportunity to gain exposure to primecommercial real estate in the thriving key international financial and business hubs ofSingapore and Shanghai through OUE C-REIT. The Manager believes that the IPO Portfoliowill deliver stable and sustainable returns primarily due to the Properties’ strongspecifications and prime locations, with both Singapore and Shanghai’s robust office supplyand demand dynamics expected to drive rental and occupancy growth.

(a) Established and thriving key international financial and business hubs of Singapore and Shanghai underpin long-term sustainable returns of the IPO Portfolio

Singapore and Shanghai to remain at the forefront of Asia’s growth

Future growth in the global economy is expected to be underpinned by the growth momentumin Asia. As leading financial centres and established gateway cities, Singapore and Shanghai

are expected to remain at the forefront of Asia’s growth. Their attractiveness as financial andbusiness hubs in one of the most important economic regions globally will strengthen thedemand base of their respective commercial real estate markets, particularly those in primecommercial districts.

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Singapore

Singapore is a global financial centre and gateway to the ASEAN nations 1 as well as the restof the world. In addition to its strategic geographical location and ease of accessibility tocritical investment and economic nodes in the ASEAN nations, Singapore has typically beenrated highly for possessing various key business competitive advantages such as the easeof doing business, competitiveness, integration to the global economy, and level of humancapital.

Leading global financial centre – As stated in the Independent Market Research Report,Singapore has consistently been ranked as one of the top two financial centres in Asia (theother being Hong Kong) since 2007, and is ranked just behind London and New York globally.Singapore is the only country in Asia with a stable AAA credit rating from each of Fitch Inc.,Moody’s Investors Service, Inc (“ Moody’s ”) and Standard & Poor’s Ratings Group.

According to the Independent Market Research Consultant, Singapore is home to over 700financial institutions, offering a broad and integrated suite of financial and business services,positioning itself as an important regional funding centre, leading insurance services centre

and foreign exchange centre and commodity and financial derivatives trading hub in Asia. Inparticular, it is reputed to be Asia’s centre for wealth and asset management. Singapore isalso a leading listing destination, with the SGX-ST being one of the most international stockexchanges in Asia, based on its wide range of foreign listings.

In addition, Singapore also has the most extensive network of free trade agreements in Asia,further supporting its position as a financial centre of choice.

Gateway to the ASEAN nations due to proximity and business and cultural linkages –With its established business and cultural linkages to the ASEAN nations as well as itspan-Asian business perspective, Singapore is a natural gateway for international firmslooking to access the ASEAN market as well as for ASEAN businesses seeking to gainaccess to the global market. As one of the most established financial and business hubs inthe region, Singapore has long led the ASEAN region in terms of foreign direct investmentinflows. In 2012, Singapore accounted for approximately 51% or S$56.7 billion of the foreigndirect investment inflow into the ASEAN nations according to the Independent MarketResearch Consultant.

Singapore’s gateway positioning is augmented by its world-class international airport andport. Changi Airport is a major aviation hub in Asia and is the sixth busiest airport in the worldin terms of passenger movement as at September 2013. Serving more than 100 internationalairlines flying to some 250 cities in about 60 countries and territories worldwide, ChangiAirport handled more than 51.2 million passengers in 2012. Meanwhile, connected to over

600 ports in more than 120 countries, the port of Singapore is one of the busiest containerports in the world, handling approximately 31.6 million “twenty foot equivalent units” in 2012,a 5.7% increase from 2011.

The establishment of the ASEAN Economic Community by 2015 is expected to transform theASEAN region into a region with free movement of goods, services, investment and skilledlabour and freer flow of capital. With its established financial and business infrastructure,Singapore is well-positioned to capitalise on the ASEAN Economic Community.

1 This refers to the countries constituting the Association of Southeast Asian Nations, namely Brunei, Cambodia,Indonesia, Laos, Malaysia, Myanmar (Burma), the Philippines, Singapore, Thailand and Vietnam.

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Global business city in the heart of a growing Asia – Singapore has also positioned itselfas a choice location for bridging growth opportunities in the PRC, India and the Middle East.This is evidenced by the fact that more than 7,000 MNCs have chosen to set up offices inSingapore as a base from which to support their Asian operations, with approximately 60%of these MNCs having established some form of headquarters function, including finance andtreasury, in Singapore.

Some of Singapore’s key value propositions which attract MNCs to establish in Singaporeinclude:

• efficient and transparent business and government regulatory frameworks;

• diverse financial and business eco-system;

• competitive tax system;

• comprehensive city planning and infrastructure;

• deep talent pool, featuring a highly skilled and bilingual workforce; and

• Singapore’s dynamic and forward-looking economic policies.

Shanghai

Shanghai has historically been and remains the business and financial capital of the PRC,giving it direct and critical access to the world’s second-largest and fastest-growing majoreconomy.

Financial capital of the PRC – Shanghai has advanced rapidly up the ranks of leadingglobal financial centres over the years, being ranked fifth globally and third in Asia inSeptember 2011 as stated in the Independent Market Research Report. Despite themoderation of growth in the PRC economy in 2012 in tandem with the country’s entry into amore mature growth phase, Shanghai remains one of the top ten financial centres in Asia asof March 2013.

Shanghai has a comprehensive array of financial institutions, including commercial banks,securities firms, insurance companies and fund management firms and futures corporations.There are currently around 900 financial institutions in Shanghai and the city is home to some200,000 finance professionals.

For the first half of 2013, Shanghai remained the primary investment destination for foreign

investment in the PRC, attracting 18.4% of the PRC’s foreign direct investment inflow.According to a survey among entrepreneurs and investors by Forbes in 2012, Shanghairemains among the ‘Best Destinations for Business’ in the PRC. Shanghai, being part of thePRC, is an optimal location from which foreign and domestic companies can raise capital inRMB. The city has emerged as a centre for the domestic financial services sector, with a keyrole in interfacing between international and domestic financial institutions.

Gateway into the PRC’s growth – As stated in the Independent Market Research Report,Shanghai’s potential as a leading Asian financial centre is well recognised, the city beingranked consistently since 2009 alongside Singapore and Hong Kong among the top fiveglobal financial centres and which are expected to play more significant global roles over thenext two to three years. These cities were also noted as some of the top five global financialcentres in which organisations may establish new operations in the next two to three years.

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The following graph illustrates the average occupancy rates in the Singapore CBD for theperiod from 2010 to the third quarter of 2013.

Average Occupancy Rates in the Singapore CBD (%)

65%

70%

75%

80%

85%

90%

95%

100%

Shenton Way/Robinson Rd/Cecil StreetRaffles PlaceMarina Bay

Q3 2013Q2 2013Q1 2013201220112010

96.8%94.4%

90.4%

70.3%

83.6%

90.9%

84.1% (1)

95.3%

97.7%

94.8%94.3%

95.2%

91.6%

93.3%

93.6%

88.5%

91.2%

93.7%

Note:

(1) Due to the completion of Asia Square Tower 2 in the third quarter of 2013.


Average monthly passing rent for office space in the Singapore CBD had eased in 2011 dueto uncertain global economic conditions, but began to recover in the third quarter of 2013,with rates at Marina Bay and Raffles Place growing 4.8% and 1.3% quarter-on-quarter toS$11.0 per sq ft per month and S$9.4 per sq ft per month, respectively.

The following graph illustrates the average rental rates in the Singapore CBD for the periodfrom 2010 to the third quarter of 2013.

Average Rental Rates in the Singapore CBD (S$ per sq ft per month)

0

2

4

6

8

10

12

14

Shenton Way/ Robinson Rd/ Cecil StreetRaffles PlaceMarina Bay

Q3 2013Q2 2013Q1 2013201220112010

12.0

10.5 10.510.5 11.0

9.4

7.5

9.3

7.37.3

9.39.3

7.3

9.8

7.89.0

6.5

S$


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This trend of strength in expected occupancy and rental rates of the Marina Bay office supplygoing forward is expected to be supported by the limited pipeline of office supply in the nearterm within the Marina Bay/Raffles Place CBD sub-districts. As at the third quarter of 2013,the pipeline supply of office space in Singapore between 2014 and 2017 stood atapproximately 0.6 million sq m, with approximately 0.3 million sq m or 48.0% of this supplylocated within the Singapore CBD. The supply dynamics of office space in the SingaporeCBD are expected to remain resilient to this pipeline supply, owing to the relatively limitedsupply coming online between 2014 and 2016 and the evenly staggered spread ofanticipated completions in the Singapore CBD between 2014 and 2017, which will reduce theintensity of competition.

The following graph illustrates the potential new supply of office space (by NLA) in theSingapore CBD for the period from 2014 to 2017.

Potential New Supply of Office Space in the Singapore CBD (by NLA)(sq m)

0

50,000

100,000

150,000

200,000

250,000

Marina BayShenton Way/Robinson Road/Cecil StreetFringe CBDRaffles Place

2017F2016F2015F2014F

66,300

55,2003,100

85,500

54,700

47,600

21,000

166,900

sq m


The demand dynamics within the Singapore CBD are expected to be supported by (i)Singapore’s positive macroeconomic prospects, (ii) the employment growth in the financialand business services over the next few years, which form the bulk of demand in theSingapore CBD office market, (iii) the limited potential office supply in the Singapore CBD,particularly that for premium and Grade-A 1 office buildings between 2014 and 2016, (iv) thecontinued rejuvenation of the Raffles Place area alongside the development of the MarinaBay area, and (v) the excellent accessibility afforded by the Singapore CBD’s comprehensivetransportation network. Consequently, average monthly gross rentals in the Raffles Placearea are expected to increase year-on-year by 3.2% and 3.6% in 2014 and 2015,respectively.

Shanghai

Given the limited availability of land for development within the Huangpu district, the annualsupply of Grade-A office space has been relatively stable since 2003, averagingapproximately 58,000 sq m over the past decade. Supported by the limited supply as well asthe stability of demand arising largely from the area’s excellent accessibility, considerablepresence of MNCs and Chinese SOEs in the Huangpu district and comprehensive retail

1

The term “ Grade-A ” for the purposes of describing commercial properties in Singapore is set out in the IndependentMarket Research Report.

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amenities, Grade-A occupancy rates have been relatively stable vis-à-vis the Shanghai officemarket at large and have been maintained above 90.0% since 2004, with an averageoccupancy rate of 93.1% in the third quarter of 2013.

The following graph illustrates the average occupancy rates of office properties in theHuangpu district for the period from 2010 to the third quarter of 2013.

Average Occupancy Rate of Office Properties in the Huangpu District (%)

0%

20%

40%

60%

80%

100%

Q3 2013Q2 2013Q1 2013201220112010

96.0% 93.8% 93.1% 93.7% 93.4% 93.1%


Shanghai’s Grade-A office rental performance has recorded continued stable growthfollowing the global financial crisis in 2009. Overall average rental rates have increased byapproximately 24.2% from its low of RMB211.0 per sq m per month in 2010 to RMB262.0 persq m per month in the third quarter of 2013. The increase in rental rates has been even moresignificant for properties in the Huangpu district with an increase of approximately 29.1%from RMB220.0 per sq m per month in 2010 to RMB284.0 per sq m per month in the thirdquarter of 2013, which was approximately 8.4% higher than that at the city-wide averagelevel of approximately RMB262.0 per sq m per month, further reflecting the strong valueproposition that the Huangpu district offers to office tenants.

The following graph illustrates the average rental rates in the Huangpu district as comparedto average rental rates in Shanghai overall for the period from 2010 to the third quarter of2013.

Average Rental Rates in the Huangpu District as compared to Average Rental Ratesin Shanghai Overall (RMB per sq m per month)

10

60

110

160210

260

310

HuangpuShanghai

Q3 2013Q2 2013Q1 2013201220112010

220

211

254

244

282

266

283

266

283

264

284

262

RMB


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In addition, the projected supply of office property in the Huangpu district is expected to belimited between 2014 and 2016 given the land scarcity in the area, which is expected tocontinue to support both occupancy rates and rental rates in the Huangpu district. Officedevelopments in this area are often seen as long-term investment assets given theirgenerally high and relatively stable capital values. The total potential office supply for theHuangpu district is estimated to be a total of approximately 0.7 million sq m for the periodbetween 2014 and 2017, as compared to a total of approximately 5.9 million sq m of potentialsupply over the same period for the overall Shanghai region, implying less direct competitionto the Lippo Plaza Property.

The following graph illustrates the potential new supply of office space (by GFA) in theHuangpu district and Shanghai overall for the period between 2014 and 2017.

Potential New Supply of Office Space in the Huangpu District andShanghai Overall (by GFA) (sq m)

1.5 million

2.6 million

1.2 million

0.6 million

275,000 250,000 155,000

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

sqm

Shanghai Huangpu

2014 F 2015 F 2016 F 2017 F


The Huangpu district is expected to see a limited pipeline supply of approximately 0.7 millionsq m of Grade-A office space coming online between 2014 and 2017. The combination offavourable supply-demand dynamics is expected to support office rental rates in theHuangpu district, with growth of approximately 6.8% and 6.0% year-on-year anticipated for2014 and 2015, respectively, higher than the growth rates of 1.3% and 1.6% anticipated forShanghai in general over the same period.

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(3) Stable and resilient portfolio

(a) Track record of consistent growth

Historical growth in revenue for the IPO Portfolio has been increasing consistently, reflectingthe resilience and stability of the IPO Portfolio. The OUE Bayfront Property’s Gross Revenuegrew significantly from S$14.5 million since it first obtained its temporary occupation permit(“TOP ”) in 2011 to S$42.6 million in 2012. This corresponded to an increase in office passingrent from S$8.6 per sq ft per month in 2011 to S$10.4 per sq ft per month in 2012. For thenine months ended 30 September 2013, Gross Revenue for the OUE Bayfront Propertyamounted to S$35.5 million.

Similarly, Gross Revenue for the Lippo Plaza Property has shown consistent growth,increasing by 3.6% from RMB110.4 million in 2011 to RMB114.4 million in 2012 andamounted to RMB85.3 million for the nine months ended 30 September 2013. Thiscorresponded to an increase in office passing rent from RMB7.7 per sq m per day in 2011 toRMB8.0 per sq m per day in 2012.

The following graphs illustrate the Gross Revenue and passing rents for the OUE BayfrontProperty and the Lippo Plaza Property, respectively.

Gross Revenue and Passing Rents for the OUE Bayfront Property (1)

14.542.6 35.5

8.610.4 10.4

17.7

8.8 8.5

0

1020

30

40

50

60

FY2011 FY2012 9M 2013

Gross Revenue (S$ million) Office Passing Rent (S$ per sq ft per month)

Retail Passing Rent (S$ per sq ft per month)

S m

Note:

(1) The decrease in retail rental rate for the OUE Bayfront Property from 2011 to 2012 was largely due to theentrance of a tenant occupying approximately 60.0% of the retail NLA of the OUE Bayfront Property in 2012.Excluding this lease, the retail rental rate for the OUE Bayfront Property would have been S$19.2 per sq ft

per month in 2012.

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Gross Revenue and Passing Rents for the Lippo Plaza Property

110.4 114.4 85.3

7.7 8.0 9.0

16.5 16.3 16.8

0

50

100150

200

250

300

FY2011 FY2012 9M 2013

Gross Revenue (RMB million) (1) Office Passing Rent (RMB per sq m per day) (2)

Retail Passing Rent (RMB per sq m per day)

RMB m

Notes:

(1) Net of business tax for the Lippo Plaza Property.

(2) Excludes office space occupied by the centre management team of the Lippo Plaza Property and a businesscentre.

(b) Strong historical occupancy

The IPO Portfolio has maintained strong occupancy rates historically, with the OUE BayfrontProperty’s committed office and retail occupancy rates increasing from 82.3% and 77.7%,respectively, as at 31 December 2011 (the year in which it was completed) to 93.2% and100.0%, respectively, as at 31 December 2012. The occupancy rate of the Lippo PlazaProperty has remained resilient even throughout the global financial crisis, with committedoffice and retail occupancy rates of 92.1% and 100.0%, respectively, as at 31 December2011 and 91.0% and 98.7%, respectively, as at 31 December 2012.

As at 30 September 2013, the committed office and retail occupancy rates for the OUEBayfront Property were 95.9% and 100.0%, respectively, while the committed office and retailoccupancy rates for the Lippo Plaza Property were 86.5% and 97.8%, respectively.

The following graphs illustrate the historical committed occupancy rates for the OUEBayfront Property and the Lippo Plaza Property, respectively.

Historical Committed Occupancy Rates for the OUE Bayfront Property (1)

82.3%

93.2% 95.9%

77.7%

100.0% 100.0%

0%

20%

40%

60%

80%

100%

As at 31 Dec 2011 As at 31 Dec 2012 As at 30 Sep 2013

Office Occupancy (%) Retail Occupancy (%)Note:

(1) As at the Latest Practicable Date, the office occupancy rate for the OUE Bayfront Property was 100.0%.

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Historical Committed Occupancy Rates for the Lippo Plaza Property (1)

92.1% 91.0% 86.5%

100.0% 98.7% 97.8%

0%

20%

40%

60%

80%

100%

As at 31 Dec 2011 As at 31 Dec 2012 As at 30 Sep 2013

Office Occupancy (%) Retail Occupancy (%)

Note:

(1) The lower committed occupancy rate of the office component of the Lippo Plaza Property as at 30 September2013, in comparison to historical occupancy rates, was due to the non-renewal of rented space by officetenants, which was in the ordinary course of business. As at the Latest Practicable Date, the office occupancyrate for the Lippo Plaza Property was 90.4%.

In addition, given the longstanding relationship with its quality tenants, there has historicallybeen a reasonably high retention rate of approximately 66.9% for the Lippo Plaza Propertyin FY2012, with average office renewal rents being approximately 15.0% higher thanaverage office rents in FY2012 and in line with market rents.

(c) Diversified and high quality tenant base

As at 30 September 2013, the Properties together have a large tenant base of 128 tenants,which covers a wide variety of trade sectors, providing OUE C-REIT with tradediversification.

In relation to the OUE Bayfront Property, no single trade sector accounted for more than46.5% of committed NLA (as at 30 September 2013) and 45.2% of OUE Bayfront Property’sGross Rental Income (for the month of September 2013).

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The following graphs illustrate the breakdown of the tenant mix at the OUE Bayfront Propertyby trade sectors.

The OUE Bayfront Property

Tenant Mix by Committed NLA(as at 30 September 2013)

Tenant Mix by Gross Rental Income(for the month of September 2013)

46.5%

16.7%

8.9%

8.7%

7.4%

6.7%4.5% 0.4% 0.2%

Financial ServicesLegal

ConsultingReal EstateIT

F&BFashion

Retail servicesOthers (1)

45.2%

17.8%

9.2%

8.7%

8.5%

6.2%3.3% 0.3%

Financial ServicesLegal

Real EstateConsultingIT

F&BFashion

Retail servicesOthers (1)

0.7%

Note:

(1) “Others ” for the purposes of the breakdown by trade sectors of the tenant mix at the OUE Bayfront Propertyby committed NLA and Gross Rental Income includes trading, manufacturing and natural resources.

In relation to the Lippo Plaza Property, no single trade sector accounted for more than 18.6%of committed NLA (as at 30 September 2013) and 22.7% of the Lippo Plaza Property’s GrossRental Income (for the month of September 2013).

The following graphs illustrate the breakdown of the tenant mix at Lippo Plaza Property bytrade sectors.

The Lippo Plaza Property

Tenant Mix by Committed NLA(as at 30 September 2013)

Tenant Mix by Gross Rental Income(for the month of September 2013)

18.6%

18.5%

19.3%

12.5%

8.3%

7.0%

5.4%5.3% 5.1%

ConsultingTradingRetailPropertyPharmaceutical

ITCateringFinancial ServicesOthers (1)

22.7%

17.5%

16.1%

16.0%

7.3%

7.0%

5.1%4.8% 3.5%

RetailConsultingTradingPharmaceuticalCatering

PropertyITFinancial ServicesOthers (1)

Note:

(1) “Others ” for the purposes of the breakdown by trade sectors of the tenant mix at the Lippo Plaza Property bycommitted NLA and Gross Rental Income includes manufacturing, beauty, logistics, food processing,advertising/publishing, biotechnology and representative offices.

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The following table sets out selected information on the top 10 tenants for the OUE BayfrontProperty by Gross Rental Income for the month of September 2013.

Top 10 Tenants for the OUE Bayfront Property

(by Gross Rental Income for the month of September 2013)

No. Tenant Trade Sector

LeaseExpiryDate (1)

Percentage ofGross RentalIncome (%)

1 Bank of America Merrill Lynch (2) Financial andProfessionalServices (3)

2021 28.7

2 Hogan Lovells International LLP Legal Services 2014 9.9

3 Bain & Company SE Asia , Inc. Financia l andProfessionalServices

2015 7.2

4 Allen & Overy LLP Legal Services 2015 6.35 Citrix Systems Singapore

Pte LtdInformationTechnology

2014 and2015

6.2

6 OUE Limited Real Estate 2014 5.6

7 Skandinaviska Enskilda BankenAB (PUBL), Singapore Branch

Financial andProfessionalServices

2015 4.8

8 Union Bancaire Privee(Singapore) Ltd

Financial andProfessionalServices

2014 3.8

9 Tóng Lè Private Dining Pte Ltd F&B 2016 2.0

10 Ma San Group Corporation Others 2014 1.8

Top 10 Tenants 76.4

Other Tenants 23.6

Total 100.0

Notes:

(1) Some of the tenants above have signed more than one tenancy agreement and this has resulted in more thanone tenancy expiry date for such tenants.

(2) “Bank of America Merrill Lynch ” refers to the group of entities which carry on business under the trade nameof “Bank of America Merrill Lynch”, which is principally engaged in the provision of financial services.

(3) “Financial and Professional Services ” includes trade sectors such as financial services and consulting.

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These top 10 tenants contributed 76.4% of the OUE Bayfront Property’s Gross RentalIncome for the month of September 2013 and have a weighted average lease term to expiry(“WALE ”) by committed NLA of 4.0 years as at 30 September 2013.

The following table sets out selected information on the top 10 tenants (1) for the Lippo PlazaProperty by Gross Rental Income for the month of September 2013.

Top 10 Tenants (1) for the Lippo Plaza Property(by Gross Rental Income for the month of September 2013)

No. Tenant Trade Sector

LeaseExpiryDate (2)

Percentage ofGross RentalIncome (%)

1 Richmile (Shanghai) Commerce& Trading Limited

Retail 2014 4.0

2 Shanghai NE.Tiger Fur FashionCompany Limited

Retail 2015 3.6

3 Bole Associates, Ltd Consulting 2014 3.5

4 IFX Markets Ltd , ShanghaiRepresentative Office

Others 2015 3.4

5 Techpool Bio-Pharma Co., Ltd Pharmaceutical 2015 2.8

6 Shanghai Xinyi Real EstateAgent & Consulting Limited

Property 2014 2.6

7 Fu Jiang Fang Catering &Beverage Limited

Catering 2014 2.6

8 Servier (Tianjin) Pharmaceutical

Company, Limited

Pharmaceutical 2015 2.4

9 Yunsan (Shanghai) Limited Trading 2014 2.4

10 Shanghai Zunya EnterpriseLimited Company

Trading 2015 and2016

2.2

Top 10 Tenants (1) 29.6

Other Tenants 70.4

Total 100.0

Notes:

(1) The list of top 10 tenants for the Lippo Plaza Property does not take into account two tenants who wouldotherwise be among the top 10 tenants by Gross Rental Income as they have not consented to the disclosureof their tenancy arrangements in this Prospectus.

(2) Some of the tenants above have signed more than one tenancy agreement and this has resulted in more thanone tenancy expiry date for such tenants.

These top 10 tenants 1 contributed 29.6% of the Lippo Plaza Property’s Gross Rental Incomefor the month of September 2013 and have a WALE by committed NLA of 1.3 years as at 30September 2013.

1 The list of top 10 tenants for the Lippo Plaza Property does not take into account two tenants who would otherwise

be among the top 10 tenants by Gross Rental Income as they have not consented to the disclosure of their tenancyarrangements in this Prospectus.

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(d) Minimal capital expenditure expected after the Listing Date

Minimal capital expenditure is expected to be incurred in relation to the IPO Portfolio after theListing Date.

The Manager expects the capital expenditure for the IPO Portfolio to be S$6.6 million andS$0.4 million in the Forecast Year 2014 and the Projection Year 2015, respectively. Suchworks are not expected to result in any significant impact to the operations of the Properties.

(4) Stable and attractive distribution yield with potential organic growth

One of OUE C-REIT’s primary objectives is to provide Unitholders with regular and stabledistributions, with long-term sustainable growth in DPU. OUE C-REIT intends to distribute100.0% of its Distributable Income (as defined herein) for the Forecast Year 2014 and theProjection Year 2015. Thereafter, OUE C-REIT intends to distribute at least 90.0% of itsSpecified Taxable Income (as defined herein), with the actual level of distrib

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1. OUE C-REIT Prelim Prosp (10 Jan 2014)

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