Viva Industrial Trust Prospectus (28 Oct 2013)

7/27/2019 Viva Industrial Trust Prospectus (28 Oct 2013)

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VIVA INDUSTRIAL TRUSTComprising:

VIVA INDUSTRIAL REAL ESTATEINVESTMENT TRUST

(a real estate investment trust constituted on 23 August2013 under the laws o the Republic o Singapore)

managed by Viva Industrial Trust Management Pte. Ltd.

VIVA INDUSTRIAL BUSINESS TRUST(a business trust constituted on 14 October 2013 under

the laws o the Republic o Singapore)managed by Viva Asset Management Pte. Ltd.

OFFERING OF211,736,000 STAPLED SECURITIES

(subject to the Over-Allotment Option (as dened herein))

OFFERING PRICE:S$0.78 PER STAPLED SECURITY

Viva Industrial Trust Management Pte. Ltd., as manager (theREIT Manager) o Viva Industrial Real Estate InvestmentTrust (VI-REIT) and Viva Asset Management Pte. Ltd., as thetrustee-manager (the Trustee-Manager) o Viva IndustrialBusiness Trust (VI-BT) are making an oering (the Offering)o 211,736,000 stapled securities in Viva Industrial Trust (VIT)

(Stapled Securities, and each, a Stapled Security),which is a stapled group comprising VI-REIT and VI-BT orsubscription at the Oering Price (as dened below). EachStapled Security comprises a unit in VI-REIT (VI-REIT Unit)and a unit in VI-BT (VI-BT Unit). The Oering consists o (i)an international placement o 190,562,000 Stapled Securitiesto investors outside the United States o America (the U.S.or United States), including institutional and other investorsin Singapore (the Placement Tranche), and (ii) an oeringo 21,174,000 Stapled Securities to the public in Singapore(the Public Offer).

The issue price o each Stapled Security under the Oeringis S$0.78 per Stapled Security (the Offering Price). The solenancial adviser or the Oering is Standard Chartered Securities(Singapore) Pte. Limited (the Sole Financial Adviser). Thejoint global coordinators and issue managers or the Oeringare Standard Chartered Securities (Singapore) Pte. Limited,Merrill Lynch (Singapore) Pte. Ltd. and The Hongkong andShanghai Banking Corporation Limited, Singapore Branch(collectively, the Joint Global Coordinators and IssueManagers or the Joint Global Coordinators). The Oering isully underwritten at the Oering Price by Standard Chartered

Securities (Singapore) Pte. Limited, Merrill Lynch (Singapore)Pte. Ltd., The Hongkong and Shanghai Banking CorporationLimited, Singapore Branch, CIMB Securities (Singapore) Pte.Ltd., Maybank Kim Eng Securities Pte. Ltd. and Credit Suisse(Singapore) Limited (collectively, the Joint Bookrunners andUnderwriters or the Joint Bookrunners) on the terms andsubject to the conditions o the Underwriting Agreement(as dened herein).

The total number o Stapled Securities in issue as at thedate o this Prospectus is 275 Stapled Securities (the InitialStapled Securities). The total number o outstanding StapledSecurities immediately ater the completion o the Oeringwill be 594,000,275 Stapled Securities. The exercise o theOver-Allotment Option will not increase the total number oStapled Securities in issue.

Concurrently with, but separate rom the Oering, The TrustCompany (Asia) Limited, in its capacity as trustee o Ho LeeGroup Trust (HLGT and the trustee o HLGT, the HLGT Trustee),and China Enterprises Limited (CEL) have each enteredinto a subscription agreement (the Sponsor SubscriptionAgreements) to subscribe or an aggregate o 96,154,000

Stapled Securities at the Oering Price (the Sponsor StapledSecurities) conditional upon the Underwriting Agreementhaving been entered into, and not having been terminated,pursuant to its terms on or prior to the Settlement Date.

In addition, concurrently with, but separate rom theOering, United Engineers Developments Pte. Ltd. (UED)has entered into a subscription agreement to subscribe oran aggregate o 29,700,000 Stapled Securities (the UEDStapled Securities) at the Oering Price conditional uponthe Underwriting Agreement having been entered into, andnot having been terminated, pursuant to its terms on or priorto the Settlement Date.

Further, concurrently with, but separate rom the Oering,the Cornerstone Investor (as dened herein) has enteredinto a subscription agreement to subscribe or 256,410,000Stapled Securities at the Oering Price (the CornerstoneStapled Securities) conditional upon the UnderwritingAgreement having been entered into, and not havingbeen terminated,pursuant to its terms on or prior to theSettlement Date.

Prior to the Oering, there has been no market or the StapledSecurities. The Oering will be by way o an initial publicoering (IPO) in Singapore. An application has beenmade to Singapore Exchange Securities Trading Limited(the SGX-ST) or permission to list on the Main Board othe SGX-ST (i) all the Stapled Securities comprised in theOering, (ii) the Sponsor Stapled Securities, (iii) the UEDStapled Securities, (iv) the Cornerstone Stapled Securities,(v) all the Stapled Securities which may be issued to theREIT Manager or the Trustee-Manager rom time to time inull or in part payment o ees payable to the REIT Manageror the Trustee-Manager and (vi) all the Stapled Securitieswhich may be issued to the Property Manager (as denedherein) rom time to time in ull or part payment o theProperty Managers ees. Such permission will be granted

when VIT has been admitted to the Ocial List o the SGX-ST (the Listing Date).Acceptance o applications or theStapled Securities will be conditional upon issue o theStapled Securities and upon permission being granted tolist the Stapled Securities. In the event that such permission isnot granted or i the Oering is not completed or any otherreason, application monies will be returned in ull, at eachinvestors own risk, without interest or any share o revenueor other benet arising thererom, and without any right orclaim against any o VIT, VI-REIT, VI-BT, the REIT Manager, TheTrust Company (Asia) Limited, as trustee o VI-REIT (the REITTrustee), the Trustee-Manager, Ho Lee Group Pte. Ltd. (HLG)and Kim Seng Holdings Pte. Ltd. (KSH, together with HLG,the Sponsors), the Sole Financial Adviser, the Joint GlobalCoordinators or the Joint Bookrunners.

VIT has received a letter o eligibility rom the SGX-ST or thelisting and quotation o (i) all the Stapled Securities in theOering, (ii) the Sponsor Stapled Securities, (iii) the UEDStapled Securities, (iv) the Cornerstone Stapled Securities,(v) all the Stapled Securities which may be issued to theREIT Manager or the Trustee-Manager rom time to time inull or part payment o ees payable to the REIT Manager

or the Trustee-Manager and (vi) all the Stapled Securitieswhich may be issued to the Property Manager rom timeto time in ull or part payment o the Property Managersees, on the Main Board o the SGX-ST. VITs eligibility to liston the Main Board o the SGX-ST does not indicate themerits o the Oering, VIT, VI-REIT, VI-BT, the REIT Manager,the REIT Trustee, the Trustee-Manager, the Sponsors, the SoleFinancial Adviser, the Joint Global Coordinators, the JointBookrunners or the Stapled Securities. The SGX-ST assumesno responsibility or the correctness o any o the statementsor opinions made or reports contained in this Prospectus.Admission to the Ocial List o the SGX-ST is not to be takenas an indication o the merits o the Oering, VIT, VI-REIT, VI-BT,the REIT Manager, the REIT Trustee or the Trustee-Manager.

VI-REIT is an authorised scheme under the Securitiesand Futures Act, Chapter 289 of Singapore (the SFA).VI-BT is a registered business trust (Registration Number:2013007) under the Business Trusts Act, Chapter 31A ofSingapore (the BTA). A copy of this Prospectus has beenlodged with and registered by the Monetary Authority ofSingapore (the Authority or MAS) on 14 October 2013and 28 October 2013 respectively. The MAS assumes no

responsibility for the contents of this Prospectus. Lodgementwith, or registration by, the MAS of this Prospectus doesnot imply that the SFA or any other legal or regulatoryrequirement has been complied with. The MAS has not, in

any way, considered the investment merits of the VI-REITUnits, the VI-BT Units, and the Stapled Securities, beingoffered for investment. This Prospectus will expire on 27April 2014 (six months after the date of the registrationof this Prospectus).

No Stapled Security shall be allotted or allocated on thebasis of this Prospectus later than six months after the dateof registration of this Prospectus by the MAS.

See Risk Factors commencing on page 61 of thisProspectus for a discussion of certain factors to beconsidered in connection with an investment in the StapledSecurities. None of VIT, VI-REIT, VI-BT, the REIT Manager, theREIT Trustee, the Trustee-Manager, the Sponsors, the SoleFinancial Adviser, the Joint Global Coordinators or theJoint Bookrunners guarantees the performance of VIT,the repayment of capital or the payment of a particularreturn on the Stapled Securities.

Investors applying or the Stapled Securities by way oApplication Forms or Electronic Applications (both as reerredto in Appendix G, Terms, Conditions and Procedures orApplication or and Acceptance o the Stapled Securities inSingapore) will pay the Oering Price per Stapled Securityon application, subject to a reund o the ull amount or, asthe case may be, the balance o the application monies(in each case without interest or any share o revenue orother benet arising thererom), where (i) an application isrejected or accepted in part only, or (ii) i the Oering doesnot proceed or any reason.

In connection with the Oering, the Joint Bookrunnershave been granted an over-allotment option (the Over-Allotment Option) by the HLGT Trustee (the StapledSecurity Lender), exercisable by Standard Chartered Bank,Singapore Branch (the Stabilising Manager) (or any o itsaliates), in consultation with the other Joint Bookrunners,in ull or in part, on one or more occasions, only rom theListing Date but no later than the earlier o (i) the datealling 30 days rom the Listing Date; or (ii) the date whenthe Stabilising Manager (or any o its aliates or otherpersons acting on behal o the Stabilising Manager) hasbought, on the SGX-ST, an aggregate o 12,820,000 StapledSecurities, representing 6.1% o the total number o StapledSecurities in the Oering, to undertake stabilising actions topurchase up to an aggregate o 12,820,000 Stapled Securities(representing 6.1% o the total number o Stapled Securitiesin the Oering), at the Oering Price. The exercise o theOver-Allotment Option will not increase the total numbero Stapled Securities outstanding. In connection with theOering, the Stabilising Manager (or any o its aliates) may,in consultation with the other Joint Bookrunners and at itsdiscretion, over-allot or eect transactions which stabiliseor maintain the market price o the Stapled Securities atlevels that might not otherwise prevail in the open market.

However, there is no assurance that the Stabilising Manager(or any o its aliates or other persons acting on behal othe Stabilising Manager) will undertake stabilising action.Such transactions may be eected on the SGX-ST and inother jurisdictions where it is permissible to do so, in eachcase in compliance with all applicable laws and regulations.

Nothing in this Prospectus constitutes an oer or securitiesor sale in the United States or any other jurisdiction whereit is unlawul to do so. The Stapled Securities have not beenand will not be registered under the U.S. Securities Act o1933, as amended (the Securities Act) and, subject tocertain exceptions, may not be oered or sold within theUnited States. The Stapled Securities are being oered andsold outside the United States in reliance on Regulation Sunder the Securities Act (Regulation S).

PROSPECTUS DATED 28 OCTOBER 2013 (Registered with the Monetary Authority o Singapore on 28 October 2013)This document is important. I you are in any doubt as to the action that you should take, you should consult your legal, nancial, tax, or other proessional adviser.

VIVA INDUSTRIAL TRUST

Highest Proportion ofBusiness Parks of

Any Listed Industrial S-REIT

8.8

1

%Distribution YieldProjection Year 2014

1. Based on the Oering Price o S$0.78 per Stapled Security and the projected DPS or Projection Year 2014, togetherwith the underlying assumptions set out in the Prospectus. Such yield will vary accordingly or investors who purchaseStapled Securities in the secondary market at a market price dierent rom the Oering Price. Distribution yield orProjection Year 2014 excluding eects o the UE BizHub EAST Rental Arrangement, the TPCC Rental Support Arrangementand the Master Lease is 6.1%. Distribution yield or Projection Year 2014 assuming tax transparency is applicable to theUE BizHub EAST Rental Arrangement is 9.3%.

SOLE FINANCIAL ADVISER

JOINT GLOBAL COORDINATORS AND ISSUE MANAGERS

JOINT BOOKRUNNERS AND UNDERWRITERS


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BUSINESS PARKFOCUSED PORTFOLIO

STRONG SPONSOR

TRACK RECORDHo Lee Group Pte. Ltd. (HLG)

Diversiied company in the construction andconstruction-related businesses, as well as propertydevelopment and investment.

Has accumulated signifcant experience in developingand managing over 2 million sq t o industrial space.

Kim Seng Holdings Pte. Ltd. (KSH)

KSH is a Singapore-incorporated investment companycontrolled by Mr Tan Kim Seng and amily.

Mr Tan was the ounder and ormer Executive

Total Portfolio

Valuation1

S$743m

Gross Floor

Area

2.4mSQ FT

1. Being the average o the independent valuations as at 30 April 2013 by SuntecReal Estate and Jones Lang Lasalle, and ater taking into account rentalarrangement to be provided by the vendor o UE BizHub EAST in respect o theBusiness Park Component or a period o fve years rom the Listing Date and arental support to be provided by the vendor o Technopark@Chai Chee or aperiod o two years rom the Listing Date.

By Asset Type(Average Valuation1)By Asset Type (GFA)

MANAGEMENT

TRACK RECORD CEO Wilson Ang was co-ounder, Managing

Director (Investment) and CEO o CambridgeIndustrial Trust Management Limited (CITM)rom 2005 to 2009.

As the CEO o CITM, Mr Ang successullygrew Cambridge Industrial Trusts assetsunder management rom S$515 millionat its initial public oering stage to S$967million, representing a compounded annualgrowth rate o 30.2%.

Prior to being the CEO o CIT, Mr Ang spentmore than 13 years with Colliers International(Singapore) Pte. Ltd. as Executive Director

UE BizHub EAST located in Changi BusinessPark (CBP).

CBP is located within close proximity to Changi Airportand the Singapore EXPO, and is a popular location orhigh-technology and knowledge-intensive enterprises,

R&D divisions o MNCs, and back-end ofces o fnancialinstitutions.

UE BizHub EASTs rare, integrated mixed-use businesspark and hotel eatures, with convenient access toaccommodation and acilities or conventions andexhibitions provide a competitive edge in attractinghigh-quality corporate tenants and customers. It issituated right next to the Expo MRT station in the hearto CBP.

Park AvenueChangi

Comparison of Monthly Rents of Islandwide

Industrial Space

4.50

4.00

3.50

3.00

2.50

2.00

1.50

1.00

0.502002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Median Rent Business Park SpaceMedian Rent All Factory Space (exclude Business Park Space)Median Rent Al l Warehouse Space

Business parks enjoy rent premiums comparedto other industrial asset classes

Source: Colliers

Business Park Spaceachieved more than 90%

rent premium compared toAll Factory Space in 2012

UE Bizhub

S$ per sq ft

Business Park88.4%

Hotel7.1%Logistics

4.5%

Hotel18.6%Logistics3.8%

Business Park77.6%


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INVESTMENTHIGHLIGHTS

High quality Singapore-focusedportfolio Brand new portolio with two o three assets

obtaining TOP in 2012

Long weighted average land lease oapproximately 45 years as at 30 April 20131

Close proximity to major transportationnetworks and MRT Stations with UE BizHub EASTdirectly linked to the upcoming DowntownLine

Highest proportion of BusinessParks (77.6% of asset value)amongst listed industrial S-REITs Highest exposure to Business Parks, which

oer an attractive alternative to traditionaloce space

Business parks typically command a rentpremium over other industrial asset classes

Portolio includes a rare integrated mixed-use development (UE BizHub EAST) withBusiness Park-White classication

Attractive and stable distributiondriven by visible organic growth

Attractive distribution yield o 8.8%2

orProjection Year 2014 and 9.0%2 or ProjectionYear 2015

Stable, visible organic growth and downsideprotection rom the Master Lease, long-termleases and rental support arrangements

Income visibility and sustainability odistribution rom built-in rental escalations

Well-positioned to capitalise oninternal and external growthopportunities Growth through active asset management

and asset enhancement o the Properties Visible acquisition pipeline through the

Sponsor, UE and Summit Group ROFRProperties

Exposure to healthy and sustaineddemand in the Singapore industrialsector Recent market recovery in rentals led by

the Singapore industrial sector

Proven resilience o Singapore industrial

properties throughout economic cycles

Leverage Sponsors, UEDs andManagers experience andrelationships Management team has over 100 years o

combined real estate and nance experienceand has extensive track record in managing,sourcing, acquiring and operating industrialproperties

Proven development track records o HLG

and UED Alignment o interest o management with

Stapled Securityholders as managementees are linked to distributable income

Sponsors, UED and Summit SPV to hold atleast 60% ownership in VIT upon IPO

Long weightedaverage land lease

of approximately

45YEARS

as at 30 April 20131

1. By asset value and including the period covered by the relevantoptions to renew.

2. Based on the Oering Price o S$0.78 per Stapled Security andthe projected DPS or Projection Years 2014 and 2015, together

with the underlying assumptions set out in the Prospectus. Suchyield will vary accordingly or investors who purchase StapledSecurities in the secondary market at a market price dierentrom the Oering Price. Distribution yields or Projection Years2014 and 2015 excluding eects o the UE BizHub EAST RentalArrangement, the TPCC Rental Support Arrangement and theMaster Lease are 6.1% and 6.7% respectively. Distribution yieldsor Projection Years 2014 and 2015 assuming tax transparency isapplicable to the UE BizHub EAST Rental Arrangement are 9.3%and 9.5% respectively.


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COMPETITIVE STRENGTHSOF IPO PORTFOLIO

UE BizHub EAST:Rare Integrated Mixed-Use

Business Park And HotelDevelopment

1. Business Park White reers to a zoning classicationpursuant to the Development Control Parametersor Non-Residential Development issued by theUrban Redevelopment Authority which allows ormore than 15% and up to 40% o the overall GFAo a business park to be allocated to White uses,such as shops, oces, restaurants, showrooms,residential, hotel and sports and recreationacilities. The list o White uses is not exhaustiveand other uses may be considered subject toplanning consideration on a case-by-case basis.

UE BIzHub EAST(Business Park Component)

Brand new developmentcomprising two oce towersand a retail podium

Strategically located in CBP,the only major business parkcluster in the East

Rare integrated mixed-usebusiness park developmentproviding convenient accessto accommodation and MICEacilities through the HotelComponent

Business Park White1classication provides greaterfexibility to create an ideal live-work-play environment

Awarded the Green MarkGoldPlus certication by BCA

Beneciary o decentralisingback-end operations o nancialinstitutions

UE BizHub EAST(Hotel Component)

Brand new developmentcomprising a 251-room hotelbuilding, 30 serviced oces,

retail shops and conventioncentre

One o only two hotels withinthe Changi Business Parkcatchment area

Park Avenue Changi businesshotel managed by Park AvenueHotels & Suites, under theestablished Park Avenue brand

Direct linkage to the upcomingDowntown MRT Line

Awarded the Green Mark Gold

certication by BCA

Technopark@Chai Chee

Comprises six industrial blocksequipped with liestyle amenities

Strategically located within closeproximity to Changi Airport andwithin walking distance romBedok and Kembangan MRTstations as well as Bedok businterchange

Well-served by mature housingestates with supporting

amenities and acilities.

MauserSingapore

Brand new ramp-up logisticsdevelopment whichaccommodates an ancillary

oce and production area Strategically located near Tuas

Checkpoint and Jurong Port,Singapores only internationalmultipurpose port operator

Expected to benet rom theconsolidation o container portactivities at Tuas Port

Summit SPV

The Cornerstone Investor is Summit SPV, a BVI-incorporated investment

holding company that is ultimately owned by Mr Tong Jinquan, theounder o Shanghai Summit (Group) Co.,Ltd. (Summit Group)and a 20-year veteran in property investment, development andmanagement. Summit Group has total assets o approximately RMB22.2billion as at 31 December 2012, and its business engagement includesindustrial investment, property development, hotel management,property management, convention and exhibition services.

United Engineers Developments Pte. Ltd.

United Engineers Developments Pte. Ltd. holds a 10.0%interest in the Managers and is a wholly-owned subsidiary o UnitedEngineers Limited (UE), a company listed on the SGX-ST. UEscore businesses are in engineering, construction and integrated

property services, including property development and rental, assetmanagement services or commercial and industrial properties,hospitality management services, and acility management. UEsproperty development track record extends across commercial,residential and industrial projects in Singapore and Malaysiawith expertise in undertaking build-to-suit projects and mixed-usedevelopments. As o 31 December 2012, UE has a portolio consistingo investment properties and properties held or sale valued atapproximately S$2.0 billion.


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CORPORATE

OVERVIEW

Viva Industrial Trust is a Singapore-ocusedbusiness park and industrial trust. Comprising

VI-REIT and VI-BT, VITs Initial Portolio comprisesthree properties, namely UE BizHub EAST, an

integrated mixed-use business park development,

Technopark@Chai Chee, an established businesspark development, and Mauser Singapore, a ramp-

up logistics acility, which are strategically locatedin business parks and established industrial clusters

in Singapore with close proximity to major transportationnetworks, and supporting acilities and amenities.

The Initial Portolio, valued at S$743.0 million1, has a totalgross oor area o over 2.4 million sq t.

VI-BT will be dormant as at the Listing Date.

Properties are strategicallylocated in key business parks

and established industrialclusters with

11 buildingsandover 100 tenants withmorethan 70% of underlying gross

rental income contributedby MNCs2

UE BizHub EAST(Business Park)

LOCATION

Changi Business ParkTYPE

Business ParkGFA (SQ FT)

611,471AVERAGE VALUATION (S$)1

381.5m

LOCATION

Chai Chee

TYPEBusiness Park

GFA (SQ FT)

1,524,685AVERAGE VALUATION (S$) 1

195.0m

Technopark@Chai Chee

TuasCheckpoint

ChangiAirport

WoodlandsCheckpoint

PSASingaporeTerminals

JurongPort

InternationalBusiness

Park

One-NorthScience Park

Alexandra/Bukit Merah

Ang Mo Kio/Serangoon

North

Paya Lebar/Ubi/Kaki

Bukit ChangiBusiness

Park

Loyang/Changi

TuasKembangan

MRT

Bedok MRT

Expo MRT

Joo Koon MRT

Tuas LinkMRT

LOCATION

TuasTYPE

LogisticsGFA (SQ FT)

107,566AVERAGE VALUATION (S$) 1

28.0m

MauserSingapore

Major Industrial Cluster

Major Business Park Cluster

Initial Portolio

Proposed MRTExtension

MRT Station

TransportationGateway

1. Being the average o the independent valuations as at30 April 2013 by Suntec Real Estate and Jones Lang Laselle, andater taking into account rental arrangement to be providedby the vendor o UE BizHub EAST in respect o the Business ParkComponent or a period o fve years rom the Listing Date anda rental support to be provided by the vendor o Technopark@Chai Chee or a period o two years rom the Listing Date.

2. For the month o April 2013.

UE BizHub EAST(Hotel)

LOCATION

Changi Business ParkTYPE

HotelNO. OF ROOMS

251AVERAGE VALUATION (S$)1

138.5m


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IASS Cold

StorageLogistics Center3

AMB Incheon

DC1Warehouse3

AMB Incheon

LogisticsFacility3

UE

BizHubCentral2

7000

Ang Mo KioAvenue 51

Shanghai Qingpu

Industrial Zone,Song Sau Road,No. 288 and 2894

KEY FINANCIALHIGHLIGHTS

6. Based on the Oering Price o S$0.78 per Stapled Security and theprojected DPS or Projection Year 2014 and Projection Year 2015, togetherwith the accompanying assumptions in the Prospectus. Such yield willvary accordingly or investors who purchase Stapled Securityholders inthe secondary market at a market price dierent rom the Oering Price.Distribution yield or Projection Years 2014 and 2015 excluding eects o theUE BizHub EAST Rental Arrangement, the TPCC Rental Support Arrangementand the Master Lease are 6.1% and 6.7% respectively. Distribution yields orProjection Years 2014 and 2015 assuming tax transparency is applicableto the UE BizHub EAST Rental Arrangement are 9.3% and 9.5% respectively.

100% distribution on quarterly basis for the periodfrom the Listing Date to 31 December 2015

Alignment of interest between the Managers and

Stapled Securityholders- Progressive management ee structure linked to distributableincome to align the interests o management with thato Stapled Securityholders

- Management ees are designed to incentivise growthin distributable income

Gross Revenue5(S$m)

Projection Year 2014 Projection Year 201558.3

61.6

Distribution Yield6(%)

Projection Year 2014 Projection Year 2015

DPSG

rowth

2.4%

8.8%

9.0%+5

.7%

IPO TIMETABLEEVENT DATE AND TIME

Launch of the Public Offer 28 October 2013,12.00 noon

Close of the Public Offer 31 October 2013,12.00 noon

Commence trading on aready basis

4 November 2013,2.00 p.m.

Application for the Public Offer may be madethrough: ATMs and internet banking websites o DBS Bank

(including POSB), OCBC and UOB Mobile banking platorm o DBS Bank Printed WHITE application orms which orm part o the

Prospectus

ACQUISITIONPIPELINE(RIGHT OF FIRST REFUSAL)

1. Wholly-owned by HLG. This property is subject to a three-year moratorium stipulated by JTC which ends in May 2014.2. Wholly-owned by UE. UE BizHub Central was acquired by UE in middle o 2010 and the Managers understand rom UE that it has intention to embark on urther additions and

alterations works. The acquisition o UE BizHub Central would be subject to any levies which may be imposed by HDB, and the Managers understand HDB could impose anadditional sale levy i the property is sold within fve years rom the date o its acquisition.

3. HLG indirectly owns a 50% interest in a Singapore-incorporated SPV, Evia Real Estate (3) Pte Ltd, which in turn owns a 35% interest in each o AMB Incheon Logistics Facility, AMBIcheon DC1 Warehouse and IASS Cold Storage Logistics Center but has undertaken to procure approval rom the other shareholders.

4. Wholly-owned by Summit Group.

LOCATION

KoreaTYPE


266,254

LOCATION

KoreaTYPE


204,259

LOCATION

KoreaTYPE


439,326

LOCATION

SingaporeTYPE

Hi-Tech IndustrialGFA (SQ FT)

385,670

LOCATION

SingaporeTYPE

Hi-Tech IndustrialGFA (SQ FT)

1,070,642

LOCATION

ChinaTYPE

Industrial/LogisticsGFA (SQ FT)

1,568,915

Potential Increase in GFAby 2.6x

IPO Portolio

2,416,254

1,456,312

+60.3%

ROFR Properties(Singapore)

6,351,320

EnlargedPortolio

909,839

ROFR Properties(Korea)

+37.6%

1,568,915

ROFR Properties(China)

+64.9%

5. Based on the underlying assumptions set out in the Prospectus.

sq ft


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TABLE OF CONTENTS

Page

NOTICE TO INVESTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i ii

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

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

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v ii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

OWNERSHIP OF THE STAPLED SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE . . . . . . . . . . 99

PROFIT FORECAST AND PROFIT PROJECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

THE SPONSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220

THE FORMATION AND STRUCTURE OF VIT, VI-REIT AND VI-BT . . . . . . . . . . . . . . . . . 222

CERTAIN AGREEMENTS RELATING TO VIT, VI-REIT, VI-BT AND THE PROPERTIES . 259

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311

REPORTING AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320

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Page

APPENDIX A REPORTING AUDITORS REPORT ON THE PROFIT FORECAST

AND PROFIT PROJECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B REPORTING AUDITORS REPORT ON THE UNAUDITED PRO

FORMA BALANCE SHEET AS AT THE LISTING DATE . . . . . . . . . . B-1

APPENDIX C UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING

DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

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

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

APPENDIX F INDEPENDENT INDUSTRIAL PROPERTY MARKET RESEARCH

REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

FOR AND ACCEPTANCE OF THE STAPLED SECURITIES INSINGAPORE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

APPENDIX H LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF

DIRECTORS AND EXECUTIVE OFFICERS OF THE MANAGERS . . H-1

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NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation in connection with

the Offering not contained in this Prospectus and any information or representation not so

contained must not be relied upon as having been authorised by or on behalf of VIT, VI-REIT,

VI-BT, the REIT Manager, the REIT Trustee, the Trustee-Manager, the Sponsors, the Sole

Financial Adviser, the Joint Global Coordinators or the Joint Bookrunners. Neither the delivery of

this Prospectus nor any offer, subscription, placement, purchase, sale or transfer made hereunder

shall under any circumstances imply that the information contained herein is correct as at any date

subsequent to the date hereof or constitute a representation that there has been no change or

development reasonably likely to involve a material adverse change in the affairs, conditions and

prospects of the Stapled Securities, VIT, VI-REIT, VI-BT, the REIT Manager, the REIT Trustee, the

Trustee-Manager or the Sponsors since the date hereof. Where such changes occur and are

material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory

body or agency, the REIT Manager and/or the Trustee-Manager will make an announcement of the

same to the SGX-ST and, if required, issue and lodge an amendment to this Prospectus or a

supplementary document or replacement document pursuant to Section 282C, Section 282D,

Section 296 or Section 298 of the SFA and take immediate steps to comply with these sections.

Investors should take notice of such announcements and documents and upon release of suchannouncements and documents shall be deemed to have notice of such changes.

For the avoidance of doubt, only VI-REIT is subject to compliance with Appendix 6 of the Code on

Collective Investment Schemes (the CIS Code, and Appendix 6 of the CIS Code, the Property

Funds Appendix). VI-BT is not subject to compliance with the Property Funds Appendix.

None of VIT, VI-REIT, VI-BT, the REIT Manager, the REIT Trustee, the Trustee-Manager, the

Sponsors, the Sole Financial Adviser, the Joint Global Coordinators, the Joint Bookrunners or any

of their respective affiliates, directors, officers, employees, agents, representatives or advisers is

making any representation or undertaking to any prospective purchaser or subscriber of the

Stapled Securities regarding the legality of an investment by such purchaser or subscriber of the

Stapled Securities under appropriate legal, investment or similar laws.

In addition, this Prospectus is issued solely for the purpose of the Offering and prospective

investors in the Stapled Securities should not construe the contents of this Prospectus as legal,

business, financial or tax advice. In making an investment decision, prospective investors must

rely upon their own examination of VIT, VI-REIT and VI-BT and the terms of this Prospectus,

including the risks involved. Prospective investors should be aware that they are required to bear

the financial risks and other risks of an investment in the Stapled Securities, and may be required

to do so for an indefinite period of time. Prospective investors should consult their own

professional advisers as to the legal, tax, business, financial and related aspects of an investment

in the Stapled Securities.

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Copies of this Prospectus and the Application Forms may be obtained on request, subject to

availability, during office hours, from:

Standard

Chartered

Securities

(Singapore)Pte. Limited

Merrill Lynch

(Singapore)Pte. Ltd.

The Hongkong

and Shanghai

Banking

Corporation

Limited,

SingaporeBranch

CIMB Securities

(Singapore)Pte. Ltd.

Maybank Kim

Eng SecuritiesPte. Ltd.

Credit Suisse

(Singapore)Limited

8 Marina

Boulevard #19-01

Marina Bay

Financial Centre

Tower 1

Singapore 018981

50 Collyer Quay

#14-01

OUE Bayfront

Singapore 049321

21 Collyer Quay

#09-02

HSBC Building

Singapore 049320

CIMB Investment

Centre

50 Raffles Place

#01-01

Singapore Land

Tower

Singapore 048623

50 North Canal

Road

Singapore 059304

One Raffles Link

#03/#04-01

South Lobby

Singapore 039393

and, where applicable, from certain members of the Association of Banks in Singapore, members

of the SGX-ST as well as merchant banks in Singapore. A copy of this Prospectus is also available

on the SGX-ST website: http://www.sgx.com.

The Stapled Securities have not been and will not be registered under the Securities Act and, accordingly,

may not be offered or sold within the United States except in certain transactions exempt from or not

subject to the registration requirements of the Securities Act. The Stapled Securities are being offered and

sold in offshore transactions as defined and in reliance on Regulation S.

The distribution of this Prospectus and the offering, subscription, placement, purchase, sale or

transfer of the Stapled Securities in certain jurisdictions may be restricted by law. VIT, VI-REIT,

VI-BT, the REIT Manager, the REIT Trustee, the Trustee-Manager, the Sponsors, the Sole

Financial Adviser, the Joint Global Coordinators and the Joint Bookrunners require persons into

whose possession this Prospectus comes to inform themselves about and to observe any such

restrictions at their own expense and without liability to any of VIT, VI-REIT, VI-BT, the REIT

Manager, the REIT Trustee, the Trustee-Manager, the Sponsors, the Sole Financial Adviser, the

Joint Global Coordinators and the Joint Bookrunners. This Prospectus does not constitute an offer

of, or an invitation to subscribe for or purchase, any of the Stapled Securities in any jurisdiction

in which such offer or invitation would be unlawful. For a description of certain restrictions on the

offer, transfer and sale of the Stapled Securities, see Plan of Distribution Distribution and

Selling Restrictions. Persons to whom a copy of this Prospectus has been issued shall not

circulate to any other person, reproduce or otherwise distribute this Prospectus or any information

herein for any purpose whatsoever nor permit or cause the same to occur.

In connection with the Offering, the Stabilising Manager (or any of its affiliates) may, in

consultation with the Joint Bookrunners and at its discretion, over-allot or effect transactions

which stabilise or maintain the market price of the Stapled Securities at levels that might nototherwise prevail in the open market. However, there is no assurance that the Stabilising Manager

(or any of 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 permissible to do so, in each case in compliance with all applicable laws and

regulations (including the SFA and any regulations thereunder). Such transactions may

commence on or after the Listing Date, and, if commenced, may be discontinued at any time and

shall not be effected after the earlier of (i) the date falling 30 days from the Listing Date; or (ii) the

date when the Stabilising Manager (or any of its affiliates or other persons acting on behalf of the

Stabilising Manager) has bought, on the SGX-ST, an aggregate of 12,820,000 Stapled Securities,

representing 6.1% of the total number of Stapled Securities in the Offering, to undertake

stabilising actions to purchase up to an aggregate of 12,820,000 Stapled Securities (representing

6.1% of the total number of Stapled Securities in the Offering), at the Offering Price. The exerciseof the Over-Allotment Option will not increase the total number of Stapled Securities outstanding.

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FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute forward-looking statements. Statements that are

not historical facts, including statements about beliefs and expectations, are forward-looking

statements and can generally be identified by the use of forward-looking terminology such as the

words believe, expect, anticipate, plan, intend, estimate, project and similar words.

This Prospectus also contains forward-looking financial information in Profit Forecast and Profit

Projections and other sections. Such forward-looking statements and financial information

involve known and unknown risks, uncertainties and other factors which may cause the actual

results, performance or achievements of VIT, VI-REIT, VI-BT, the REIT Manager, the Trustee-

Manager and/or the Sponsors and/or industry results, to be materially different from any future

results, performance or achievements expressed or implied by such forward-looking statements

and financial information. Such forward-looking statements and financial information are based on

numerous assumptions regarding present and future business strategies of the REIT Manager

and/or the Trustee-Manager and the environment in which VIT, VI-REIT, VI-BT, the REIT Manager,

the Trustee-Manager and/or the Sponsors will operate in the future. As these statements and

financial information reflect current views of the REIT Manager and/or the Trustee-Manager

concerning future events, these statements and financial information necessarily involve risks,

uncertainties and assumptions. Actual future performance could differ materially from theseforward-looking statements and financial information. You should not place any reliance on these

forward-looking statements.

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

VIT, VI-REIT, VI-BT, the REIT Manager, the Trustee-Manager or the Sponsors to differ materially

from those in the forward-looking statements and financial information are the conditions of, and

changes in, the domestic, regional and global economies, including, but not limited to, factors

such as political, economic and social conditions in Singapore or elsewhere where VIT may invest,

changes in government laws and regulations affecting VIT, competition in the Singapore property

market in which VIT may invest, industry, currency exchange rates, interest rates, inflation,

relations with service providers, relations with lenders, hostilities (including future terrorist

attacks), the performance and reputation of VITs 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 hospitality market in which VIT may invest and the

market price of the Stapled Securities as well as other matters not yet known to the Managers or

not currently considered material by the Managers. Additional factors that could cause actual

results, performance or achievements to differ materially include, but are not limited to, those

discussed under Risk Factors, Profit Forecast and Profit Projections and Business and

Properties. These forward-looking statements and financial information speak only as at the date

of this Prospectus. The Managers expressly disclaim any obligation or undertaking to release

publicly any updates of or revisions to any forward-looking statement and financial information

contained herein to reflect any change in the expectations of the Managers or the Sponsors withregard thereto or any change in events, conditions or circumstances on which any such statement

or information is based, subject to compliance with all applicable laws and regulations and/or the

rules of the SGX-ST and/or any other relevant regulatory or supervisory body or agency.

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CERTAIN DEFINED TERMS AND CONVENTIONS

VIT, VI-REIT and VI-BT will publish their financial statements in Singapore dollars. In this

Prospectus, references to S$, $, Singapore dollars and cents are to the lawful currency of

the Republic of Singapore. References to Asia-Pacific region, are, for the purposes of this

Prospectus, to Singapore, Malaysia, Indonesia, Philippines, Thailand, Vietnam, the Peoples

Republic of China (PRC), India, Hong Kong, Macau, Taiwan, Japan, South Korea, Australia and

New Zealand. Certain monetary amounts set out in this Prospectus have been subject to rounding

adjustments. Accordingly, figures shown as totals in tables may not be an arithmetic aggregation

of the figures that precede them.

Unless otherwise defined, capitalised terms used in this Prospectus shall have the meanings set

out in the Glossary.

The forecast and projected yields and yield growth are calculated based on the Offering Price.

Such yields and yield growth will vary accordingly for investors who purchase the Stapled

Securities in 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 are

rounded to one decimal place. Measurements in square metres (sq m) are converted to square

feet (sq ft) and vice versa based on the conversion rate of 1.0 sq m = 10.7639 sq ft. References

to Appendix or Appendices are to the appendices set out in this Prospectus. All references in

this Prospectus to dates and times shall mean Singapore dates and times unless otherwise

specified.

Unless otherwise specified, all information relating to the Properties (as defined herein) in this

Prospectus are as at 30 April 2013. See Business and Properties for details regarding the

Properties.

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MARKET AND INDUSTRY INFORMATION

This Prospectus includes market and industry data and forecasts that have been obtained from

internal surveys, reports and studies, where appropriate, as well as market research, publicly

available information and industry publications. Industry publications, surveys and forecasts

generally state that the information they contain has been obtained from sources believed to be

reliable, but there can be no assurance as to the accuracy or completeness of such included

information. The Managers have commissioned Colliers International Consultancy & Valuation

(Singapore) Pte. Ltd. (Independent Market Research Consultants or Colliers) to prepare the

Independent Industrial Property Market Research Report. (See Appendix F, Independent

Industrial Property Market Research Report for further details.) While the Managers have taken

reasonable steps to ensure that the information is extracted accurately and in its proper context,

the Managers have not independently verified any of the data from third party sources or

ascertained the underlying economic assumptions relied upon therein. Consequently, none of VIT,

the REIT Manager, the REIT Trustee, the Trustee-Manager, the Sponsors, the Sole Financial

Adviser, the Joint Global Coordinators and the Joint Bookrunners makes any representations as

to the accuracy or completeness of such information, and each of them shall not be held

responsible in respect of any such information and shall not be obliged to provide any updates on

the same.

Both the REIT Trustee and the Trustee-Manager have appointed Suntec Real Estate Consultants

Pte Ltd (Suntec Real Estate) and Jones Lang LaSalle Property Consultants Pte. Ltd. ( JLL,

together with Suntec Real Estate, the Independent Valuers) as the valuers of the Properties

respectively. (See Appendix E, Independent Property Valuation Summary Reports for further

details.)

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SUMMARY

The following summary 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 summary can be found in the Glossary, the Stapling Deed (as defined herein), the

VI-REIT Trust Deed (as defined herein) or the VI-BT Trust Deed (as defined herein). A copy of the

Stapling Deed and the VI-REIT Trust Deed can be inspected at the registered office of the REIT

Manager, which is located at 2 Changi Business Park Avenue 1, #02-00, Park Avenue Changi,

Singapore 486015, while a copy of the Stapling Deed and the VI-BT Trust Deed can be inspected

at the registered office of the Trustee-Manager, which is located at 2 Changi Business Park

Avenue 1, #02-00, Park Avenue Changi, Singapore 486015.

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, uncertainties and assumptions

which could cause actual results of VIT to differ materially from those forecast or projected (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 VIT, the REIT Manager, the REIT Trustee, theTrustee-Manager, the Sponsors, the Sole Financial Adviser, 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 Stapled Securities 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 VITs businesses and risks.

INTRODUCTION TO VIVA INDUSTRIAL TRUST

VIT

VIT is a stapled group comprising VI-REIT and VI-BT. The units in VI-REIT and VI-BT are stapled

together under the terms of a stapling deed dated 14 October 2013 and entered into between the

REIT Manager, the REIT Trustee and the Trustee-Manager (the Stapling Deed) and cannot be

traded separately.

VI-REIT and VI-BT

VI-REIT is a Singapore-based real estate investment trust ( REIT) and VI-BT is a Singapore-

based business trust which will be dormant as at the Listing Date.

VI-REIT is established with the principal investment strategy of investing, directly or indirectly, in

a diversified portfolio of income-producing real estate which is used predominantly for businesspark and other industrial purposes, whether wholly or partially, in Singapore and elsewhere in the

Asia-Pacific region, as well as real estate-related assets in connection with the foregoing. VI-BT

will be dormant as at the Listing Date.

(See Summary Structure of VIT for further details.)

As used in this Prospectus, real estate used for industrial purposes refers to properties used

primarily for industrial purposes, examples of which include, but are not limited to, business parks,

logistics warehouses, industrial warehouses, high-tech industrial buildings and general industrial

buildings.

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Initial Portfolio

The initial portfolio of VIT comprises three properties located in Singapore (the Initial Portfolio),

with an aggregate gross floor area (GFA) of 2,416,254 sq ft. The Initial Portfolio consists of (i)

UE BizHub EAST, (ii) Technopark@Chai Chee and (iii) Mauser Singapore (collectively, the

Properties and each, a Property).

(See Business and Properties for further details.)

Key Objective

The Managers key objective is to provide holders of Stapled Securit ies (Stapled

Securityholders) with a competitive rate of return by ensuring stable distributions to Stapled

Securityholders as well as long-term growth in distribution per Stapled Security (DPS) and net

asset value (NAV) per Stapled Security, while maintaining an appropriate capital structure.

Investment Strategies

The REIT Manager plans to achieve its key objective through the following strategies:

Acquisition Growth Strategy The REIT Manager will source for and acquire assets in

Singapore and elsewhere in the Asia-Pacific region that are aligned with VI-REITs

investment strategy and fit within the REIT Managers investment criteria to provide

attractive cash flows and yields relative to VI-REITs weighted average cost of capital, and

to pursue opportunities for future income and capital growth.

Active Asset Management Strategy The REIT Manager will pro-actively implement

measures and work closely with the Master Lessee to improve the returns from VI-REITs

property portfolio for the master leased Property and will pro-actively manage and improve

the leasing profile of the non-master leased Properties. Such measures include active

leasing, marketing of any vacancies and expiring leases, tenant management and retention,mitigating any risks relating to new leases and lease renewals, implementing programmes for

regular maintenance and upgrading of buildings and asset refurbishment and enhancement

initiatives. Such active management strategies seek to mitigate the risks on renewal of

leases, to establish good landlord-tenant relationships and to grow VI-REITs portfolio

organically, thereby increasing the yields of the Properties, and correspondingly, the NAV per

Stapled Security and DPS over time.

Capital and Risk Management Strategy The REIT Manager will endeavour to employ an

appropriate mix of debt and equity in financing acquisitions and utilise interest rate and

currency hedging strategies where appropriate to minimise exposure to market volatility and

optimise risk-adjusted returns to Stapled Securityholders.

Selective Development Strategy Within the limits of the Property Funds Appendix (as

defined herein), the REIT Manager will endeavour to selectively undertake development

activities either jointly or on its own. Such development activities may include, but are not

limited to, build-to-suit developments. In carrying out development activities, the REIT

Manager will consider, among other things, development and construction risks as well as

overall benefits to potential tenants and Stapled Securityholders.

Divestment Strategy While the intention is to hold assets on a long-term basis, the REIT

Manager will as and when appropriate, divest matured or non-core assets to free up capital

for re-deployment towards better growth opportunities.

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INVESTMENT HIGHLIGHTS OF VIT

The Managers believe that an investment in VIT offers the following attractions to Stapled

Securityholders:

1. Singapore focused portfolio comprising high quality and modern properties

strategically located in key business parks and established industrial clusters

Offers exposure to Singapore only asset portfolio;

Attractive building specifications and quality design with modern features;

Strategically located in business parks and established industrial clusters in Singapore

with close proximity to Mass Rapid Transit (MRT) stations and major transportation

networks; and

Long weighted average underlying land lease.

2. Highest proportion of business parks (77.6% of asset value) of any listed industrialS-REIT

The Managers believe that business parks are highly sophisticated industrial assets

that cater to a wide range of tenants and command a rent premium relative to other

industrial asset classes;

Rising business park demand from traditional office tenants and high value-added

industries due to cost-effective yet attractive asset specifications; and

Portfolio includes a rare integrated mixed-use business park development.

3. Attractive and stable distributions driven by visible organic growth

Attractive distribution yield of 8.8% for Projection Year 2014 and 9.0% for Projection

Year 2015 and 6.1% for Projection Year 2014 and 6.7% for Projection Year 2015

(excluding effects of the UE BizHub EAST Rental Arrangement, the TPCC Rental

Support Arrangement and the Master Lease);

The Master Lease, long-term leases and rental arrangements provide stability, visible

organic growth and downside protection; and

Favourable lease profile with potential for positive rental reversion and improvements

in underlying asset performance.

4. Well-positioned to capitalise on internal and external growth opportunities

Embedded upside potential in current portfolio which can be realised through active

asset management;

Opportunities for further growth through asset enhancement of the Properties; and

Visible acquisition pipeline through the ROFR Properties (as defined herein) and other

third party properties.

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5. Exposure to healthy and sustained demand in the Singapore industrial sector

Singapore industrial sector leads recent market recovery in rental and price gains

compared to office and retail sectors;

Singapore industrial properties have demonstrated resilience throughout economic

cycles, enjoying healthy annual occupancy rates ranging between 86.7% and 93.4% in

the past decade; and

Industrial property rents and values demonstrated resilience throughout the business

cycle.

6. Leverage on the Sponsors, UEDs and Managers experience, networks and

relationships in the Singapore and Asia-Pacific industrial sector

Experience in real estate capital management, including origination, acquisition and

operations;

Alignment of interest between the Sponsors, UED, Summit Group and StapledSecurityholders;

Managers base and performance fees are directly linked to Distributable Income

alignment of interest with Stapled Securityholders; and

Solid development track record of HLG and UED.

Details of these key investment highlights are set out below.

1. Singapore focused portfolio comprising high quality and modern properties

strategically located in key business parks and established industrial clusters

Offers exposure to Singapore only asset portfolio

VITs Initial Portfolio, valued at S$743.0 million 1 with a total GFA of over 2.4 million sq ft,

consists of two business park assets and one ramp-up logistics facility.

The Managers believe that the Initial Portfolio comprises quality assets due to various factors

including their location, building specifications, building condition and available amenities.

One of the business park developments, UE BizHub EAST, is also an integrated mixed-use

business park development comprising of the Business Park Component and the Hotel

Component (as defined herein).


The Managers believe that the Initial Portfolio provides investors with an opportunity to invest

in a Singapore-focused industrial portfolio comprising business parks and logistics facility to

ride on the buoyant industrial sector in Singapore.

1 Being the average of the independent valuations as at 30 April 2013 by Suntec Real Estate and JLL, and after takinginto account rental arrangement to be provided by the vendor of UE BizHub EAST in respect of the Business Park

Component for a period of five years from the Listing Date and a rental support to be provided by the vendor ofTechnopark@Chai Chee for a period of two years from the Listing Date.

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The Singapore industrial sector has enjoyed buoyant growth. According to Colliers, the

manufacturing sector in Singapore is estimated to have grown at a relatively faster pace of

7.4% compounded annual growth rate (CAGR) from 2003 to 2012 compared to Singapores

real gross domestic product (GDP) CAGR of 6.2% over the same period. The buoyant

growth was also reflected in investments in the manufacturing sector. Singapores total

manufacturing fixed asset investments amounted to about S$14.3 billion in 2012, surpassing

the 2011 tally by 26.6%.

Year-on-Year Growth in Manufacturing

Sector Output and GDP in Singapore

Total Manufacturing Fixed Asset

Investments in Singapore

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

S$m

-5%

0%

5%

10%

15%

20%

25%

30%

35%

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

Manufacturing Output GDP Growth

Source: Colliers

Manufacturing is expected to remain a key pillar of Singapores economic strategies and the

Government has mapped out strategies and initiatives for the manufacturing sector in its

drive to attract higher value-added and high technology investments and position Singaporeas a leading high value-added manufacturing and logistics hub in Asia. Examples of various

pro-active policies, initiatives and incentives of the Singapore Government include, but are

not limited to, (i) the S$500 million Future of Manufacturing Plan, from the 2013 Budget and

administered by the Economic Development Board (EDB), which will work with key industry

partners, universities, polytechnics and research institutes to test-bed new technologies and

develop applications that can be commercialised and tapped on by commercial firms, (ii) the

Headquarters Programme administered by EDB, which aims to encourage companies from

all industries and geographic areas to use Singapore as a headquarters base for overseeing,

managing and controlling their regional and global operations and businesses, (iii) Host to

Home strategy adopted by the EDB to attract high value-added investments in

manufacturing, services and research and development (R&D), (iv) Productivity and

Innovation Credit scheme from the 2010 Budget, whereby eligible businesses are granted

tax credits on their R&D spending to encourage R&D activities in Singapore and (v)

constantly reviewing business costs to attract global companies and having one of the most

competitive corporate tax rates in Asia.

(See Appendix F, Independent Industrial Property Market Report for further details.)

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The industrial sector is also expected to benefit from the healthy and positive growth of the

Singapore economy. According to Colliers, the Survey of Business Expectations of the

Manufacturing Sector for 2Q 2013 by EDB showed that manufacturers are generally upbeat

towards the general business conditions in the next six months. Similarly, the 2Q 2013

Business Times-UniSIM Business Climate Survey conducted from 20 June 2013 to 22 July

2013 and published on 29 July 2013 indicated that firms are more optimistic about business

prospects over the next six months.1 Singapores GDP is also projected to grow by 3.8% in

2014 and 4.3% in 2015. Specifically, Singapores imports and exports are expected toregister a relatively sluggish growth in 2013 but the pace of expansion is expected to

accelerate strongly beyond 2013 on the back of continued expansion in intra-Asian trade and

steady increase in local demand. Further, riding on the steady increase in global trade and

reflecting Singapores high exposure to external trades, Singapores industrial production is

also expected to grow from strength to strength from 3.5% in 2013 to a more sustainable rate

of 5.8% in 2014, 5.4% in 2015 and 5.2% in 2016.

The Initial Portfolio provides an attractive opportunity for investors to benefit from the

Singapore only industrial asset portfolio.

Attractive building specifications and quality design with modern features

The Managers believe that the Initial Portfolio offers the following competitive advantages:

The Initial Portfolio comprises buildings with attractive and high building specifications

and quality design, while offering numerous modernised features and amenities to its

tenants. 73.8% (by asset value) of the Initial Portfolio has a building age of less than two

years. Two of the Properties, namely UE BizHub EAST and Mauser Singapore, are

recently built properties and only recently obtained their temporary occupation permits

(TOP) in April/May 2012 and June 2012, respectively.

UE BizHub EAST is an integrated mixed-use business park development and has been

certified Green Mark Gold and Green Mark GoldPlus by the Building and ConstructionAuthority (BCA)2. The Green Mark distinctions reflect the design quality, energy

efficient design and environmental sustainability of the Property, and also serve

increasingly as an important evaluation criteria for multi-national corporations (MNC)

in determining their choice of business locations. The Property also offers integrated

retail shops and food and beverage (F&B) facilities to its tenants.

Technopark@Chai Chee is well-maintained and offers attractive building specifications

such as large floor plates which offers flexible layout and allows optimal spatial planning

and easy configuration of workflow operations by tenants. The Property also offers F&B

establishments and other lifestyle amenities such as tennis courts and a gymnasium

and is well served by amenities located in the mature housing estates in the vicinity.

1 Source: Business Times-UniSIM Business Climate Survey. Business Times-UniSIM Business Climate Survey hasnot provided its consent, for the purposes of Section 249 of the SFA (read with Section 302(1) of the SFA) and forthe purposes of Section 282I of the SFA, to the inclusion of the information extracted from the relevant reportpublished by it and therefore it is not liable for such information under Sections 253 and 254 of the SFA (read withSection 302(1) of the SFA) and Sections 282N and 282O of the SFA. While the Managers have taken reasonableaction to ensure that the information from the relevant report published by the Business Times-UniSIM BusinessClimate Survey is reproduced in its proper form and context, and that the information is extracted accurately andfairly, none of the Managers, the Sponsors, the Sole Financial Adviser, the Joint Global Coordinators, the JointBookrunners or any other party has conducted an independent review of the information contained in such reportor verified the accuracy of the contents of the relevant information.

2 UE BizHub East is certified Green Mark GoldPlus

for the Business Park Component and Green Mark Gold for theHotel Component.

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The Initial Portfolio also includes one ramp-up logistics facility, Mauser Singapore.

Ramp-up logistics facilities have the following operational and cost advantages in

attracting tenants compared to conventional cargo-lift logistics facilities:

ground floor conveniences with direct vehicular access at all levels;

lower operating and maintenance costs; and

efficiency advantages in the movement and re-packaging of cargo.


Strategically located in business parks and established industrial clusters in

Singapore with close proximity to MRT stations and major transportation networks

Woodland Checkpoint

Changi Airport

Tuas Checkpoint

Jurong Port

Loyang /

Changi

Changi

Business ParkAlexandra /Bukit Merah

Science

Park

One

North

International

Business Park

Jurong / Tuas

Joo Koon

TuasLink

TuasWest Road

TuasCrescent Gul CircleMauser

Singapore PayaLebar/ Ubi /

Kaki Bukit

AngMo Kio /SerangoonNorth

Woodlands / Kranji

/ Yishun

BedokKembangan

Technopark

@Chai Chee

UE Bizhub

EAST

PSA Singapore Terminals

Logistic Business Park

Major Business Park ClusterMajor Industrial Cluster

MRT Station

Expo

Proposed MRT Extension

The Properties are strategically located in key business parks and industrial clusters in

Singapore, an internationally established logistics and hi-tech industrial hub, with easy

access to expressways and (for UE BizHub EAST and Technopark@Chai Chee) MRT

stations. The Properties are therefore supported by excellent infrastructure and

transportation networks that enhance their attractiveness to existing and potential tenants:

UE BizHub EAST is located in Changi Business Park, a 71.07-hectare business park

strategically located adjacent to Changi Airport, the Aviation Distri-Zone and logistics

facilities. It is also close to Singapore EXPO and is easily accessible to the centraldistrict business (CBD), by rail via the Expo MRT Station and by road via the Pan

Island Expressway (PIE) and East Coast Parkway Expressway (ECP). Changi

Business Park targets high-technology businesses, data and software enterprises, R&D

divisions of MNCs and knowledge-intensive enterprises;

Technopark@Chai Chee is located within walking distance from Bedok and Kembangan

MRT Stations and Bedok Bus Interchange and is easily accessible via the ECP and PIE.

The nearby Bedok housing estate also provides a ready labour pool and supporting

amenities such as F&B, medical facilities and recreational outlets; and

Mauser Singapore is located near Tuas Checkpoint and Jurong Port, which is currently

Singapores only international multi-purpose port operator. The Property enjoys good

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connectivity to major expressways such as the Ayer Rajah Expressway (AYE) and PIE

and accessibility is expected to improve with the completion of the Tuas West MRT

Extension which will be operational in 2016. Furthermore, it will benefit when Singapore

consolidates all its container port activities at Tuas, which is also near major industrial

areas and international shipping routes.

Long weighted average underlying land lease

The weighted average unexpired lease term (including the period covered by the relevant

options to renew) for the underlying land (by asset value) for all the Properties is

approximately 45 years as at 30 April 2013.

2. Highest proportion of business parks (77.6% of asset value) of any listed industrial

S-REIT

The Managers believe that business parks are highly sophisticated industrial assets

that cater to a wide range of tenants and command a rent premium relative to other

industrial asset classes

77.6% of the asset value of the Initial Portfolio comprises business park assets. The charts

below show the breakdown of asset value of the Initial Portfolio by property type as at 30 April

2013 and the breakdown of net income for Projection Year 2014 by property type.

Diversified Quality Portfolio

Breakdown by Valuation as at

30 April 2013

Diversified Quality Portfolio

Breakdown by Net Property Income

(including rental arrangements) for

Projection Year 2014

18.6%

3.8%

77.6%

Business Parks Hotel Logistics

17.2%

3.4%

79.4%

Business Parks Hotel Logistics

Notes:

(1) Business Parks include UE BizHub EAST Business Park Component and Technopark@Chai Chee.

(2) Hotel refers to UE BizHub EAST Hotel Component.

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According to Colliers, industrial properties in Singapore take various building forms and overthe years, have grown in sophistication to cater to changing trends of industrialisation andstage of the product cycle as illustrated in the graph below.

Innovaon,

Research &

Development

Raw Materials

SourcingManufacturing Distribuon

Sales &

Markeng

ResearcherIdea

Consumers

Retailers

High-Specs & Business Parks Factories and Warehouses

Source: Colliers

Colliers believes that business parks are currently at the peak of this evolution. Featuring ahybrid of office-industrial space characteristics and fitted with high building specifications tocater to the high value-added and knowledge-based industries, business parks canaccommodate both single-user and multi-user facilities. In addition, business park buildingsare located in a park-like environment complete with lush greenery, open space and businessand user-centric amenities.

Accordingly, business parks command a rent premium relative to other industrial asset

classes. As illustrated in the chart shown below, the monthly median rents of business parkspace have trended between 90.5% and 163.6% above the monthly median rents of generalfactory space from 2001 to 2012. The corresponding premium over general warehousespace was about 96.9% to 157.3% during the same period.

Comparison of Monthly Rents of Islandwide Industrial Space

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Median Rent Business Park Space

Median Rent All Factory Space (Exclude Business Park Space)

Median Rent All Warehouse Space

Monthly Rents (S$ per sq ft)

Source: Colliers

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Rising business park demand from traditional office tenants and high value-added

industries due to cost-effective yet attractive asset specifications

Demand for industrial space, including business parks, is supported by the Singapore

Governments continued drive to grow the high value-added and knowledge-based industries

according to Colliers. In addition, business park space is an attractive alternative for

qualifying office tenants and has gained popularity in Singapore due to the rental cost

savings and narrowing gap between business park premises and traditional office space interms of building specifications, overall work environment, amenities and accessibility. As a

result, certain operations of companies and financial institutions that do not require office

space in the CBD and other prime office locations have been relocated to business parks in

recent times.

Comparison of Islandwide Monthly Rents Between Business Park,

High-Specifications and CBD Office Space

$14.50

$12.50

$10.50

$8.50

$6.50

$4.50

$2.50

$0.502001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012


Average Grade A Office Rents in CBD

Average Grade B Office Rents in CBD


Average Rent Ground Floor Independent High-Specs Space

Average Rent Upper Floor Independent High-Specs Space


Source: Colliers

According to Colliers, the office sector typically chalks up higher net new demand per annum

due to the size and maturity of the sector. However, when compared to the demand for

business park space in Singapore, business park space has been growing at a more robust

pace. In the last three years from 2010 to 2012, the demand for business park space grew

at a CAGR of 8.9%, while the demand for office space in the Downtown Core1 increased at

a CAGR of 5.6%, suggesting an escalating level of interest in business park space. The

Managers believe that with compelling alternative business location options comprising

quality office-like buildings and amenities offered at more affordable rents, the spill-over

demand from qualifying office users provides support for demand for business park space.

1 Comprising areas in the Marina Centre, City Hall, Beach Road, Bugis, Raffles Place, Marina Bay New Town,Shenton Way and Tanjong Pagar.

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Colliers also estimated that Singapore held a total of some 1.6 million sq m of business park

space as of 2Q 2013, accounting for just 3.9% of the total islandwide industrial stock. In

terms of geographical split, 53.0% of the existing business park supply is located in the

central planning region (including the Singapore Science Park, Mapletree Business City and

one-north), 23.6% is held in International Business Park in the western planning region and

the remaining 23.4% was located in Changi Business Park in the eastern planning region.

Median Rents of Business Park Space

Islandwide Business Park

$8.00

$7.00

$6.00

$5.00

$4.00

$3.00

$2.00

$1.00

$0.00

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012


Singapore Science ParkInternational Science Park

one-northChangi Business Park

As depicted in the chart above which shows the median rents of business park space in

Singapore, Changi Business Park has witnessed rising rentals recently. As the only major

business park cluster in the east of Singapore with good accessibility and located in closeproximity to landmarks such as Changi Airport and the Singapore EXPO, Changi Business

Park is popular with high-technology businesses, data and software enterprise, R&D

divisions of MNCs and knowledge-intensive enterprises. Several financial institutions have

also located their mid-and back-end operations to the vicinity. In addition to the growth of

tenants taking up business park space, the environment at Changi Business Park has

developed to comprise retail complexes and hotels. Additionally, the academic and

residential blocks at the upcoming Singapore University of Technology and Design will also

add to the spectrum of activities and vibrancy of the locality.

(See Appendix F, Independent Industrial Property Market Report for further details.)

Portfolio includes a rare integrated mixed-use business park development

UE BizHub EAST is a brand new integrated mixed-use business park development

comprising an integrated mixed-use business park development comprising two business

park buildings with retail space component (the Business Park Component) and a hotel,

retail shops, serviced office and a convention centre (the Hotel Component) located in the

Changi Business Park, with a total GFA of 784,003 sq ft. The development also comprises

a business hotel managed by Park Avenue Hotels & Suites under the Park Avenue brand,

known as Park Avenue Changi, which features a gymnasium, swimming pool and convention

centre with a theatre seating for up to 600 guests. The asset will also have direct linkage to

the upcoming Downtown Line at the basement level which should further enhance

accessibility and create higher level of patronage for the commercial units.

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UE BizHub EAST is classified as Business Park White1. This new zoning classification

gives business park developers greater flexibility to create the kind of environment that will

best suit different businesses and will make live-work-play environments possible.

The integrated mixed-use features of UE BizHub EAST complement each other and provide

a competitive edge in attracting corporate tenants and customers by providing convenient

access to accommodation and facilities for meetings, incentives, conferences, and

exhibitions (MICE), through the Hotel Component, and areas where business activitiesoccur, via the Business Park Component. Further, by virtue of its strategic location within the

Changi Business Park, UE BizHub EAST Hotel Component cater largely to corporate tenants

and customers and will be able to capture its target market within the vicinity as well as

benefit from ongoing developments and activities taking place in the area.

Singapores convenient geographic location has also made it an ideal hub for foreign talent.

Indeed, Singapore has a relatively open labour policy that is business-centric and foreign

talent-friendly, according to the IMD World Competitiveness Yearbook in 20112. These

achievements seal Singapores position as a leading business hub both regionally and

globally and place her well in attracting MNCs, international talent and business visitors.

Further, Singapore is one of the most lauded business and premier MICE destinations in the

world and has garnered several awards. According to the Singapore Tourism Boards annual

report on Tourism Statistics 2010/20112, the number of business travel and MICE visitors

(BTMICE) to Singapore rose to 3.2 million in 2011, an increase of 2.6% from 2010, and

forming 24% of the total visitor arrivals to the city-state. From January to September 2012,

BTMICE visitor arrivals totalled 2.5 million, representing a 6% Y-o-Y growth. The

performance of the MICE industry was also robust, with the number of conventions,

conferences and trade shows growing in recent years. According to Colliers, it is estimated

that close to 6,000 business events are held in Singapore each year. Singapores MICE

industry continued to grow in 2012, where in the first three quarters of 2012, 18 new world

congresses were held in Singapore, up from 17 in the whole of 2011.

The Managers believe that with the increasing promotion of Singapore as a business and

MICE hub, these dynamics bode well for driving demand for business hotels and in particular,

UE BizHub EASTs Hotel Component which will be able to enjoy the immediate and ready

catchment from Changi Business Parks surrounding tenants and business visitors.

The Managers further believe that the integrated and supporting facilities and amenities

catering to the higher demand of workers as well as supporting their business operations

have helped to hone the competitive edge of business parks as a self-sufficient and viable

location for business operations. The hotel and retail shops within the integrated

development also offer convenience to, and address the needs of, tenants and guests to the

business park, enhancing the marketability and attractiveness of the business park.

1 Business Park White is a zoning classification pursuant to the Development Control Parameters for Non-Residential Development issued by the URA which allows for up to 40% of the overall GFA of a business park to beallocated to White uses, such as shops, offices, restaurants, showrooms, hotel and sports and recreationalfacilities. The list of White uses is not exhaustive and other uses may be considered subject to planningconsideration on a case-by-case basis.

2 Source: Colliers.

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3. Attractive and stable distributions driven by visible organic growth

Attractive distribution yield of 8.8% for Projection Year 2014 and 9.0% for Projection

Year 2015 and 6.1% for Projection Year 2014 and 6.7% for Projection Year 2015

(excluding effects of t

Documents

Viva Industrial Trust Prospectus (28 Oct 2013)