OUE C-REIT - Final Prospectus (17 Jan 2014)

8/13/2019 OUE C-REIT - Final Prospectus (17 Jan 2014)

1/512

OUE Commercial REIT Management Pte. Ltd., as manager of OUE Commercial Real EstateInvestment Trust ( OUE C-REIT, and the manager of OUE C-REIT, the Manager ), is making anoffering (the Offering ) of 208,000,000 units representing undivided interests in OUE C-REIT(Units) for subscription at the Offering Price (as dened herein) (the Offering Units ). TheOffering consists of (i) an international placement of 151,750,000 Units to investors, includinginstitutional and other investors in Singapore (the Placement Tranche ), and (ii) an offeringof 56,250,000 Units to the public in Singapore (the Public Offer ).

The issue price of each Unit under the Offering is S$0.80 per Unit (the Offering Price ). StandardChartered Securities (Singapore) Pte. Limited is the sole nancial adviser for the Offering (theSole Financial Adviser ). The joint global coordinators and issue managers for the Offeringare Standard Chartered Securities (Singapore) Pte. Limited, CIMB Bank Berhad, SingaporeBranch and Oversea-Chinese Banking Corporation Limited (the Joint Global Coordinatorsand Issue Managers or the Joint Global Coordinators ). The Offering is fully underwritten atthe Offering Price by Standard Chartered Securities (Singapore) Pte. Limited, CIMB Securities(Singapore) Pte. Ltd., Oversea-Chinese Banking Corporation Limited, Citigroup Global MarketsSingapore Pte. Ltd., J.P. Morgan (S.E.A.) Limited and DMG & Partners Securities Pte Ltd, (theJoint Bookrunners and Underwriters or the Joint Bookrunners ) on the terms and subjectto the conditions of the Underwriting Agreement (as dened herein).

The total number of Units in issue as at the date of this Prospectus is one Unit (the SponsorInitial Unit ). The total number of outstanding Units immediately after completion of theOffering will be 866,000,000 Units. The exercise of the Over-Allotment Option will notincrease the total number of Units in issue.

Separate from the Offering, Clifford Development Pte. Ltd., a wholly-owned subsidiary ofOUE Limited (OUE or the Sponsor ), will receive an aggregate of 432,999,999 Units (theConsideration Units , and together with the Sponsor Initial Unit, the Sponsor Units ) on theListing Date (as dened herein) as part satisfaction of the purchase consideration for the OUEBayfront Property, which will form part of the IPO Portfolio (as dened herein).

In addition, concurrently with, but separate from the Offering, each of the CornerstoneInvestors (as dened herein) has entered into a subscription agreement to subscribe for anaggregate of 225,000,000 Units (the Cornerstone Units ) at the Offering Price conditionalupon the Underwriting Agreement having been entered 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 thisProspectus will be by way of an initial public offering in Singapore ( IPO). Application hasbeen made to Singapore Exchange Securities Trading Limited (the SGX-ST) for permissionto list on the Main Board of the SGX-ST (i) all Units comprised in the Offering, (ii) the SponsorUnits, (iii) the Cornerstone Units and (iv) all the Units which will be issued to the Manager fromtime to time in full or part payment of the Managers fees. Such permission will be grantedwhen 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 uponpermission being granted to list the Units. In the event that such permission is not grantedor if the Offering is not completed for any other reason, application monies will be returned

in full, at each investors own risk, without interest or any share of revenue or other benetarising therefrom, and without any right or claim against any of OUE C-REIT, the Manager,DBS Trustee Limited, as trustee of OUE C-REIT (the Trustee ), the Sponsor, the Sole FinancialAdviser, the Joint Global Coordinators or the Joint Bookrunners.

OUE C-REIT has received a letter of eligibility from the SGX-ST for the listing and quotationof (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 paymentof the Managers fees on the Main Board of the SGX-ST. OUE C-REITs eligibility to list onthe 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 no responsibility for the correctnessof any statements or opinions made or reports contained in this Prospectus. Admission to theOfficial List of the SGX-ST is 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 Joint GlobalCoordinators, the Joint Bookrunners or the Units.

OUE C-REIT is an authorised scheme under the Securities and Futures Act, Chapter 289 ofSingapore (the Securities and Futures Act or SFA). A copy of this Prospectus has beenlodged with and registered by the Monetary Authority of Singapore (the MAS) on 10 January2014 and 17 January 2014, respectively. The MAS assumes no responsibility for the contentsof the Prospectus. Lodgement with, or registration by, the MAS of the Prospectus doesnot imply that the Securities and Futures Act or any other legal or regulatory requirementshave been complied with. The MAS has not, in any way, considered the investment meritsof the collective investment scheme. This Prospectus will expire on 16 January 2015 (12months after the date of the registration of this Prospectus).

See Risk Factors commencing on page 71 of this Prospectus for a discussion of certainfactors to be considered in connection with an investment in the Units. None of the Manager,the Trustee, the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators or theJoint Bookrunners guarantees the performance of OUE C-REIT, the repayment of capitalor the payment of a particular return on the Units.

Investors who are members of the Central Provident Fund ( CPF) in Singapore may use theirCPF Ordinary Account savings to purchase Units as an investment included under the CPFInvestment Scheme Ordinary Account. CPF members are allowed to invest up to 35.0% ofthe Investible Savings (as dened herein) in their CPF Ordinary Accounts to purchase Units.Investors applying for Units by way of Application Forms (as dened herein) or ElectronicApplications (both as referred to in Appendix G, Terms, Conditions and Procedures forApplication for and Acceptance of the Units in Singapore ) in the Public Offer will have to

pay the Offering Price on application, subject to a refund of the full amount or, as the casemay be, the balance of the application monies (in each case without interest or any share ofrevenue or other benet arising therefrom), where (i) an application is rejected or acceptedin 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-allotmentoption (the Over-Allotment Option ) by Clifford Development Pte. Ltd. (the Unit Lender ),exercisable by Standard Chartered Bank, Singapore Branch (the Stabilising Manager ) (or anyof its affiliates or other persons acting on behalf of the Stabilising Manager), in consultationwith the other Joint Bookrunners, in full or in part, on one or more occasions, only from theListing 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 its affiliates or other persons acting on behalfof the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 41,600,000 Units,representing 20.0% of the total number of Units in the Offering, to undertake stabilising actionsto purchase up to an aggregate of 41,600,000 Units (representing 20.0% of the total numberof Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Optionwill not increase the total number of Units outstanding. In connection with the Offering,the Stabilising Manager (or its affiliates or other persons acting on behalf of the StabilisingManager) may, in consultation with the other Joint Bookrunners and at its discretion, over-allot or effect transactions which stabilise or maintain the market price of the Units at levelsthat might not otherwise prevail in the open market. However, there is no assurance thatthe Stabilising Manager (or its affiliates or other persons acting on behalf of the StabilisingManager) will undertake stabilising action. Such transactions may be effected on the SGX-STand in other jurisdictions where it is permissible to do so, in each case in compliance withall applicable laws and regulations.

Nothing in this Prospectus constitutes an offer for securities for sale in the United Statesof America (United States or U.S.) or any other jurisdiction where it is unlawful to do so.The Units have not been, and will not be, registered under the United States Securities Actof 1933, as amended (the Securities Act ) or the securities law of any state of the U.S. andaccordingly, may not be offered or sold within the U.S. except in certain transactions exemptfrom or not subject to the registration requirements of the Securities Act. The Units are beingoffered and sold in offshore transactions as dened in and in reliance on Regulation S underthe Securities Act ( Regulation S ).

PROSPECTUS DATED 17 JANUARY 2014(Registered with the Monetary Authority ofSingapore on 17 January 2014).This document is important. If you are in any doubt asto the action you should take, you should consult yourstockbroker, bank manager, solicitor, accountant or otherprofessional adviser.

6.8%DISTRIBUTION YIELD FOR FORECAST YEAR 2014

ASSUMING LISTING DATE OF 1 JANUARY 20141

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

OFFERING OF 208,000,000 UNITS(subject to the Over-Allotment Option (as dened herein))

OFFERING PRICE: S$0.80 PER UNIT

SPONSOR

SOLE FINANCIAL ADVISER

JOINT BOOKRUNNERS AND UNDERWRITERS

JOINT GLOBAL COORDINATORS AND ISSUE MANAGERS

1 The nancials for the Forecast Year 2014 are based on the underlying assumptions as set out in this Prospectus. Such yield will vary accordingly for investors who purchase the Units in the secondarymarket at a market price different from the Offering Price. The distribution yield for the Forecast Year 2014 excluding effects of the Income Support Arrangement is 5.56%


2/512

Vendor Clifford Development Pte. Ltd.

Title OUE Bayfront and OUE Tower: 99-yearleasehold title commencing 12 November 2007

OUE Link: 15-year leasehold title commencing26 March 2010Underpass: 99-year leasehold title commencing7 January 2002

Gross Floor Area (sq m) 46,774.6

Net Lettable Area (sq m) 37,381.8

Committed Occupancy Rate (%) Overall: 96.1 1

Valuation (S$) 1,135.0 million 2

Location 50, 60, 62 Collyer Quay, Singapore

OUE C-REIT Initial Portfolio

OUE BAYFRONT PROPERTYSINGAPORE

OUE Bayfront is a premium office buildinglocated at Collyer Quay, near the majortraffic interchange of Raffles Quay andRobinson Road/Cecil Street, betweenthe developing Marina Bay area or New

Downtown and the established nancialhub of Raffles Place.

Strategically situated between thesetwo key areas of Singapores CBD,

the OUE Bayfront Property comprises(i) OUE Bayfront, an 18-storey premiumoffice building with rooftop restaurantpremises which is complemented byretail facilities at its ancillary properties,

namely (ii) OUE Tower, a conserved towerbuilding with panoramic views of theMarina Bay landscape which is currentlyoccupied by a ne dining restaurant, and(iii) OUE Link, a link bridge with retail units.


3/512

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

Singapore Ri ver Legend

( U / C )

B a y f r

o n t A

v e

OUE Tower

OUE Bayfront

M a r i n a

B a y S

a n d s

B at t e r y R d F u l l

e r t o n

F u l l e

r t o n R

d

S h e n t

o n W a y

C e c i l

S t

C r o s s S t

C e n t r a l B o u l e v a r d

M a r i n a B o u l e v a r d

M a r i n a W

a y R o

b i n s

o n R d

M a r k e t

S t

C h u l i a S t S q u a r e

OUE Downtown

C o l l y e r Q

u a y

R a ffl e s

Q u a y

OUE Bayfront Property

ROFR Properties

One Raffles PlaceC h u r c h S t OUE Link

T o C h a n

g i A i r p

o r t

Marina Bay

THE OUE BAYFRONT PROPERTY SINGAPORE

PREMIUM OFFICE OFFERINGThe OUE Bayfront Property is one of the latest premiumoffice buildings in the Singapore CBD.

EXCELLENT CONNECTIVITY AND ACCESSIBILITYThe OUE Bayfront Property enjoys easy connectivity bothwithin and out of Singapores CBD. The OUE BayfrontProperty offers convenient access to the Raffles PlaceMass Rapid Transit (MRT) Station.

UNIQUE ANCILLARY PROPERTIESOUE Bayfront is well-complemented by its ancillaryproperties, namely OUE Tower and OUE Link.

Accorded heritage conservation status for its historic

signicance, OUE Tower is one of only two waterfrontrevolving restaurants in Singapore and the only onein the Singapore CBD.

OUE Link is the aerial connector between the OUEBayfront Property and Raffles Place MRT station andenjoys a high volume of shopper and commutertraffic.


4/512

OUE C REIT IS A SINGAPORE REIT ESTABLISHED

WITH THE PRINCIPAL INVESTMENT STRATEGY

OF INVESTING, DIRECTLY OR INDIRECTLY, IN

A PORTFOLIO OF INCOME PRODUCING REAL

ESTATE USED PRIMARILY FOR COMMERCIAL

PURPOSES INCLUDING REAL ESTATE USED

PRIMARILY FOR OFFICE AND/OR RETAILPURPOSES IN FINANCIAL AND BUSINESS HUBS

WITHIN AND OUTSIDE OF SINGAPORE, AS WELL

AS REAL ESTATE RELATED ASSETS.

ABOUT OUE C REIT

SPONSOR ROFR PROPERTIES

Potential to increase IPO Portfolio GFA toover 4.5 times

One Raffles Place is located in Singapores mainnancial district, above the Raffles Place MRTstation. It was previously known as OUB Centre.The development comprises One Raffles PlaceTower One, One Raffles Place Tower Two and

the retail podium.

One Raffles Place Tower One and One RafflesPlace Tower Two have an aggregate NLA of over80,000 sq m of office, retail and entertainmentspace. The newly-completed One Raffles PlaceTower Two, a 38-storey office building, has drawnkeen demand from international companies andprofessional rms, following the success of OneRaffles Place Tower One. Its ve-storey retail mallat One Raffles Place, which also has a basementlevel, is currently under refurbishment.

OUE Downtown comprises two tower blocks(namely OUE Downtown 1 and OUE Downtown2), a podium and a multi-storey car park. OUEDowntown 1, completed in 1974, is a 50-storeybuilding and comprises three vertical zones,while OUE Downtown 2, completed in 1994,is a 37-storey building. While both towers andthe podium were originally used as offices,the low and mid zones of OUE Downtown 1will be converted to serviced apartments andthe original podium to a retail mall. The highzone of OUE Downtown 1 and the whole ofOUE Downtown 2 will remain as offices. Thisconversion is expected to be completed in 2016.

U.S. Bank Tower is one of the tallest buildingsin the western U.S. and is located in downtownLos Angeles. It comprises a 72-storey Class-Aoffice building with six levels of undergroundparking, along with an approximately 1.6 acrepark above a separate ve-level subterraneancar park facility, and has a NLA of approximately133,988.5 sq m. It includes retail space andother amenities, including a tness centre andfull-service restaurant.

IPO PORTFOLIO COMPOSITION

VALUATION WITH INCOMESUPPORT1

PortfolioValue

S$1,623.6m

Lippo PlazaProperty

S$488.6m(30.1%)

OUEBayfrontProperty

S$1,135.0m(69.9%)

GROSS REVENUE FORFORECAST YEAR 20142

Total GrossRevenueS$74.4m

Lippo PlazaPropertyS$24.0m(32.3% )

OUEBayfrontPropertyS$50.4m(67.7%)

GFA

Total GFA105,296.1

sq m

Lippo PlazaProperty

46,774.6 sq m(44.4%)

OUE BayfrontProperty

58,521.5 sq m(55.6%)

GFA (sq m)

IPO Portfolio

105,296.1

Sponsor ROFR Properties

371,260.2 1

Potential EnlargedPortfolio

476,556.3

ONE RAFFLES PLACE

OUE DOWNTOWN 2 ANDDOWNTOWN GALLERY

U.S. BANK TOWER

1 Based on the higher of the two independent appraisal values for the Properties, anexchange rate of S$1.00 : RMB4.7830 and inclusive of Income Support

2 Before Income Support of S$9.6m

1 Including the aggregate GFA of One Raffles Place Tower One, One Raffles Place Tower Twoand the retail podium


5/512

THE MANAGER BELIEVES THAT AN INVESTMENT IN OUE C REIT OFFERS THE FOLLOWINGATTRACTIONS TO UNITHOLDERS:

KEY INVESTMENT HIGHLIGHTS

POSSIBLE RENTAL REVERSION POTENTIAL

Organic growth potential via possible rent reversions and balanced lease expiry prole for the IPO Portfolio

1 UNIQUE OPPORTUNITY TO PARTICIPATE IN ASIAS GROWTH STORY Asia is expected to underpin future growth in the global economy

Singapore and Shanghai have substantial growth potential and attractiveness as nancial and business hubs inone of the most important regions globally

IPO Portfolio comprises landmark commercial properties strategically located in the prime commercial districtsof Singapore and Shanghai

2 STABLE AND ATTRACTIVE DISTRIBUTION YIELD WITH POTENTIAL ORGANIC GROWTH Acquisition at attractive prices offer potential for capital appreciation of the IPO Portfolio

Downside protection with Income Support Arrangement 3 SIGNIFICANT GROWTH POTENTIAL

Potential organic growth via possible rent reversions and balanced lease expiry prole for the IPO Portfolio Potential to increase portfolio GFA to over 4.5x via Sponsor ROFR Properties which offer further exposure to

landmark office real estate in Singapores key CBD areas

4 BACKED BY STRONG SPONSOR WITH PROVEN TRACK RECORD OF DELIVERING VALUE Sponsors ability to enhance the value of its real estate portfolio demonstrated via redevelopment of the former

Overseas Union House into OUE Bayfront and the redevelopment undertaken in respect of One Raffles Place

OUE Bayfront Property Office Passing Rent(for the month of September 2013)

S $ p e r

s q f t p e r

m o n t h

0

2

4

6

8

10

12

14

+15%

10.4

Current Market Rate Range: S$10.0 S$12.0 1

Lippo Plaza Property Office Passing Rent(for the month of September 2013)

R M B p e r

s q m

p e r

m o n t h

0

50

100

150

200

250

300

350

400

450

+57%

+49%

272

Current Market Rate Range: RMB183 RMB426 2

BALANCED LEASE EXPIRY PROFILE OF THE IPO PORTFOLIO

GrossRental

Income

GrossRental

Income

GrossRental

Income

GrossRental

Income

GrossRental

Income

GrossRental

Income

GrossRental

Income

NLA NLA NLA NLA NLA NLA NLA

FY20133 FY2014 FY2015 FY2016 FY2017 FY2018 FY2021

40.0%

30.0%

20.0%

10.0%

0.0%0.6%

37.1%

29.0%

10.4%

0.9%3.1%

18.9%

0.9%

34.6%

28.8%

17.2%

0.6% 2.2%

15.9%

1 Refers to the current market rent range for office space located in Marina Bay and Raffles Place2 Refers to the current market rent range for office space located in the Huangpu District3 This refers to the period from 1 October 2013 to 31 December 2013


6/512

THE LIPPO PLAZA PROPERTY SHANGHAI

LOCATED WITHIN ONE OF SHANGHAISESTABLISHED CORE COMMERCIAL DISTRICTSThe Lippo Plaza Property is situated near the easternend of Huaihai Zhong Road in the Huangpu district ofShanghai, one of the main commercial districts in thePuxi area, which is the traditional downtown area ofShanghai.

WELL PLACED WITHIN A FAST GROWING MAJORRETAIL ARTERYThe Huaihai Road precinct, where the Lippo PlazaProperty is located, is classied as a prime retail areain Shanghais retail landscape.

EXCELLENT CONNECTIVITY AND ACCESSIBILITYThe Lippo Plaza Property is located within a ve minuteswalk from the South Huangpi Road Metro station, whichserves the key Metro Line 1 (the main north-south lineof the Shanghai Metro). Also located in close proximityto two major expressways which connect the LippoPlaza Property to other key commercial areas and majortransportation lines in Shanghai.

GuangchangPark

SquarePark

YanzhongPark

YanzhongSquare Park

J i n l i n g Z h

o n g R d

H u a i H a i

Z h o n g R d

D a g u

R d

T a i c a n g

R d

T a o y u a n

R d

D a n s h u i R d

M a d a n g R d

S o u t h H u a n

g p

i R d

H u a n g p

i S o u t h

R d

Y a n a n E

l e v a t e d R

d

N o r t h - S o u t h E l e v a t e

d R

d

OTHER OFFICE PROPERTIES1 Hong Kong New World Tower2 Hong Kong Plaza3 Shui On Plaza4 Shanghai Central Plaza5 Shanghai Times Square

OTHER RETAIL PROPERTIES1 Pacic Department Store2 Huaihai Mall3 Innity Plaza4 K11 mall

Lippo Plaza

MetroLine 1

HUANGPU DISTRICT, SHANGHAI

Hongqiao

Xujiahui

Zhuyuan

Huangpu

Lujiazui

N a n j i n g R

o a d ( W )

H u a i h a i R

o a d ( M )

PRIME

NON PRIME

Xin Tian Di


7/512

Vendor Lippo China Resources LimitedTitle 50 years commencing

2 July 1994 to 1 July 2044

Gross Floor Area (sq m) 58,521.5Net Lettable Area (sq m) 39,232.0Committed Occupancy Rate (%) Overall: 88.2 1

Valuation (RMB) 2,337.0 million 2

Location 222 Huaihai Zhong Road, HuangpuDistrict, Shanghai, the PRC

1 As at 30 September 20132 Based on the higher of the twoindependent appraisal values

LIPPO PLAZA PROPERTYSHANGHAI

Located within one of Shanghaisestablished core commercial districts,the Lippo Plaza Property is situated nearthe eastern end of Huaihai Zhong Road inthe Huangpu district of Shanghai, one of

the main commercial districts in the Puxiarea, which is the traditional downtownarea of Shanghai.

Lippo Plaza is a 36-storey Grade-Acommercial building used for office andretail purposes and also comprises threebasement levels consisting of commercialspace and car park lots. The Lippo Plaza

Property comprises Lippo Plaza, excluding(i) Unit 2 on Basement 1, (ii) the 12th,13th, 15th and 16th Floors and (iii) fourcar park lots. Collectively, the Lippo PlazaProperty comprises approximately 90%of Lippo Plaza by GFA.


8/512

INDICATIVE OFFERING TIMETABLE17 January 2014 5.00 PM:

Opening date and time for the Public Offer

23 January 2014 12.00 PM: Closing date and time for the Public Offer

27 January 2014 2.00 PM: Commencement of trading of the Units on the SGX-ST

Applications for the Public Offer may be made through:

ATMs and internet banking websites of OCBC, DBS (including POSB), and UOB(including its subsidiary Far Eastern Bank Limited)

Mobile banking platform of DBS

Printed application forms which form part of the Prospectus

1 Gross Revenue consists of (i) Gross Rental Income (including rental derived from the office and retail components of the Properties), (ii) other income earned from the Properties; and(iii) net of business tax for the Lippo Plaza Property

2 The OUE Bayfront Property obtained its temporary occupancy permit in 2011 and revenue only commenced in March 20113 As at end of the relevant period, except for FY2014E and PY2015E, where the average occupancy rate for the year is shown4 As at 31 December 2013, the committed occupancy rates for the office components of the OUE Bayfront Property and Lippo Plaza Property were 100.0% and 90.4% respectively 5 Excluding the effects of the Income Support Arrangement FY2014 and PY2015 distribution yield is 5.56% and 5.75%; respectively

KEY FINANCIAL HIGHLIGHTS

THE OUE BAYFRONT PROPERTY

Stable and resilient portfolio with attractive distribution yield

DISTRIBUTABLE INCOME FOR FY2014 AND PY2015(WITH INCOME SUPPORT) (S$M)

47.4

FY2014 FY2014PY2015

48.3

FY2011

14.5 2

FY2014

50.4

FY2014

114.8

PY2015

120.9

PY2015

51.3

FY2012

42.6

9M2013

35.5

Gross Revenue 1 (S$m)

Committed Occupancy Rates 3,4

92.1% 91.0%86.5%

98.7% 97.8%100.0%

THE LIPPO PLAZA PROPERTY

FY2011

110.4

FY2012

114.4

9M2013

85.3

Gross Revenue 1 (RMBm)

Committed Occupancy Rates 3,4

Lippo Plaza PropertyOffice Retail OUE Bayfront PropertyOffice Retail

DISTRIBUTION YIELD FOR FY2014 AND PY2015(WITH INCOME SUPPORT)5

PY2015

6.80%

6.89%

OUE BAYFRONT OFFICE RESTAURANT AT OUE BAYFRONT LIPPO PLAZA ATRIUM JAPANESE RESTAURANT AT LIPPO PLAZA

Discount to NAV per unit of 23.9% (based on the Offering Price)

31 Dec 2011 31 Dec 2012 30 Sep 2013 FY2014Average

PY2015Average

31 Dec 2011 31 Dec 2012 30 Sep 2013 FY2014Average

PY2015Average

77.7%93.2% 95.9%

100.0% 100.0%82.3%

95.1% 96.5%

91.2%

96.7%


9/512

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

MANAGEMENTS 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

i


10/512

Page

OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN THE PEOPLES 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

ii


11/512

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.

iii


12/512

The distribution of this Prospectus and the offering, subscription, placement, purchase, sale ortransfer of the Units in certain jurisdictions may be restricted by law. OUE C-REIT, the Manager,the Trustee, the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators and the JointBookrunners require persons into whose possession this Prospectus comes to inform themselvesabout and to observe any such restrictions at their own expense and without liability to OUEC-REIT, the Manager, the Trustee, the Sponsor, the Sole Financial Adviser, the Joint GlobalCoordinators and the Joint Bookrunners. This Prospectus does not constitute, and the Manager,the Trustee, the Sponsor, the Sole Financial Adviser, the Joint Global Coordinators and the JointBookrunners are not making, an offer of, or an invitation to subscribe for or purchase, any of theUnits in any jurisdiction in which such offer or invitation would be unlawful. Persons to whom acopy of this Prospectus has been issued shall not circulate to any other person, reproduce orotherwise distribute this Prospectus or any information herein for any purpose whatsoever norpermit or cause the same to occur.

In connection with the Offering, the Stabilising Manager (or any of its affiliates or other personsacting on behalf of the Stabilising Manager) may, in consultation with the other Joint Bookrunnersand at its discretion, over-allot or effect transactions which stabilise or maintain the market priceof the Units at levels that might not otherwise prevail in the open market. However, there is no

assurance that the Stabilising Manager (or any of its affiliates or other persons acting on behalfof the Stabilising Manager) will undertake stabilising action. Such transactions may be effected onthe SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliancewith all applicable laws and regulations (including the SFA and any regulations thereunder). Suchtransactions may commence on or after the Listing Date, and, if commenced, may be discontinuedat any time and shall not be effected after the earliest of (i) the date falling 30 days from the ListingDate or (ii) the date when the Stabilising Manager (or any of its affiliates or other persons actingon behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of 41,600,000Units, representing 20.0% of the total number of Units in the Offering, to undertake stabilisingactions to purchase up to an aggregate of 41,600,000 Units (representing 20.0% of the totalnumber of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Optionwill not increase the total number of Units outstanding.

iv


13/512

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 Managers 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 Peoples 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-REITs properties and/or acquisitions,difficulties in identifying future acquisitions, difficulty in completing and integrating acquisitions,changes in the Managers 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.

v


14/512

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 Peoples Republic of China or the PRC are, for thepurposes of this Prospectus, to mainland China.

For the readers 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-REITsacquisition 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).

vi


15/512

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 (theIndependent 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.)

vii


16/512

This page has been intentionally left blank.


17/512

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-REITs 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 Managers 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 inSingapores 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.

1


18/512

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 SingaporesCBD

(b) The Lippo Plaza Property: Grade-A commercial building located in the Huangpu district,one of Shanghais 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.

2


19/512

(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 inSingapores key CBD areas

3


20/512

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).

4


21/512

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: 1,585.4

Colliers: 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: 1,550.4

Colliers: 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.

5


22/512

(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 Singapores 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 Downtownand the established financial hub of Raffles Place. Strategically situated between these twokey areas of Singapores 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 Singapores 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 Propertys 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.

6


23/512

The map below illustrates the OUE Bayfront Propertys 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 Bayfronts 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 Tng L 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 Links unique status

7


24/512

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

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

Located within one of Shanghais 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

JinganChangning

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 Shanghais retaillandscape. The unique and varied architectural styles as well as historical buildings set thearea apart from other retail areas, resulting in the precincts 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.

8


25/512

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 minuteswalk 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 Shanghais 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 Peoples Square.

Also located in close proximity are the North-South Elevated Road and Yanan Elevated

Road, two major expressways which connect the Lippo Plaza Property to other majortransportation lines and key commercial areas in Shanghai, such as Peoples 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 Shanghais 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 Asias 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 Asias 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.

9


26/512

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.,Moodys Investors Service, Inc ( Moodys ) and Standard & Poors 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 Asias 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.

Singapores 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.

10


27/512

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 Singapores 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

Singapores 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 worlds 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 countrys 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 PRCs 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 PRCs growth As stated in the Independent Market Research Report,Shanghais 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.

11


28/512

In line with the 12th Five Year Plan of Shanghais Social and Economic Development, whichfocuses on accelerating the internationalisation of the city with a Four Centres initiative,namely internationalisation as a global financial, trade, shipping and economic centre,Shanghai has established a pilot free trade zone featuring interest rate liberalisation andincreased RMB convertibility as well as continuous support from the municipal government,such as measures aimed at encouraging and supporting MNCs to locate their regionalheadquarters in Shanghai.

These measures have in particular helped drive the rapid growth of MNCs setting up theirregional headquarters in the city, from 86 in 2004 to 403 in 2012, as well as the significantgrowth of foreign direct investment inflow in 2012 of 20.5% year-on-year. According to theShanghai Commission of Commerce, Shanghai expects 35 more MNCs to locate theirregional headquarters to the city by end-2013, while foreign direct investment inflow isexpected to increase by approximately 10.0% year-on-year. This is in line with the PRCgovernments long-term target of having over 550 MNCs set up their regional headquartersin Shanghai by 2020.

Shanghais position as one of the PRCs most important gateways for foreign trade has also

strengthened significantly. Notably, the Shanghai Pudong International Airport, the primaryinternational airport serving Shanghai, is renowned as a major aviation hub in Asia,connecting the city to over 200 global destinations. As at end 2012, it is the busiest airportin the PRC in terms of cargo traffic (third globally) according to the Independent MarketResearch Consultant and the third busiest airport in the PRC in terms of passengermovement. Meanwhile, the port of Shanghai is the PRCs largest and most comprehensiveport, overtaking Singapore as the worlds busiest container port in 2010. The port ofShanghai has since maintained its pole position, registering the handling of approximately32.5 million twenty foot equivalent units in 2012.

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

Singapore

The CBD areas of Singapore have favourable office sector dynamics, with relatively strongdemand for office space and resulting in a high level of average occupancy.

Since falling to a low of 90.7% in 2010 following the global financial crisis in 2009, averageoccupancy rates for office space in the Singapore CBD have recovered strongly, with RafflesPlace exhibiting a robust rate of 95.3% as at the third quarter of 2013. Marina Bay, therelatively new extension of Singapores CBD, has witnessed strong occupancy rates,increasing to approximately 95.2% in the second quarter of 2013 from 70.3% in 2010. This

strong occupancy rate was recorded amid the gradual build-up of office space supply in thearea in recent years, reflecting the strength and attractiveness of the office rental market inMarina Bay. As at the third quarter of 2013, Marina Bays average occupancy rate fell to84.1% largely as a result of the completion of Asia Square Tower 2. According to theIndependent Market Research Consultant, occupancy rates in Marina Bay are expected toimprove over the next few quarters as pre-committed tenants in Asia Square Towers 1 and2 shift into their premises.

12


29/512

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$


13


30/512

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)Singapores 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 CBDs 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 areas 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.

14

Documents

OUE C-REIT - Final Prospectus (17 Jan 2014)