oue preliminary prospectus (10 july 2013).pdf

7/28/2019 OUE Preliminary Prospectus (10 July 2013).pdf

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THISISAPRELIMINARY

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ONITSCOMPLETENESS.

PRELIMINARY PROSPECTUS DATED 10 JULY 2013 (Lodged with the Monetary Authority of Singapore on 10 July 2013)

This document is important. If you are in any doubt as to the action that you should take, you should consult your

legal, financial, tax or other professional adviser.

OUE HOSPITALITY TRUST

Comprising:

OUE HOSPITALITY REAL ESTATE

INVESTMENT TRUST

OUE HOSPITALITY BUSINESS TRUST

(a real estate investment trust constituted on 10 July

2013 under the laws of the Republic of Singapore)

managed by

OUE Hospitality REIT Management Pte. Ltd.

(a business trust constituted on 10 July 2013 under the

laws of the Republic of Singapore)

managed by

OUE Hospitality Trust Management Pte. Ltd.

OFFERING OF [434,598,000] STAPLED SECURITIES

(SUBJECT TO THE OVER-ALLOTMENT OPTION (AS DEFINED HEREIN))

OFFERING PRICE RANGE: S$[0.88] TO S$[0.90] PER STAPLED SECURITYOUE Hospitality REIT Management Pte. Ltd., as manager (the REIT Manager) of OUE Hospitality Real Estate Investment Trust ( OUE H-REIT) and OUE Hospitality Trust Management Pte.Ltd., as trustee-manager (the Trustee-Manager) of OUE Hospitality Business Trust ( OUE H-BT) are making an offering (the Offering) of [434,598,000] stapled securities in OUE HospitalityTrust (OUE H-Trust, and the stapled securities in OUE H-Trust, the Stapled Securities), which is a hospitality stapled group comprising OUE H-REIT and OUE H-BT. Each Stapled Securitycomprises one unit in OUE H-REIT (OUE H-REIT Unit) and one unit in OUE H-BT (OUE H-BT Unit). The Offering consists of (i) an international placement of [383,462,000] Stapled Securitiesto investors, including institutional and other investors in Singapore and elsewhere outside the United States in reliance on Regulation S (as defined herein) (the Placement Tranche), and (ii)an offering of [51,136,000] Stapled Securities to the public in Singapore (the Public Offer).

It is currently expected that the issue price of each Stapled Security under the Offering (the Offering Price) will be between S$[0.88] per Stapled Security (the Minimum Offering Price) andS$[0.90] per Stapled Security (the Maximum Offering Price, and the range between the Minimum Offering Price and Maximum Offering Price, the Offering Price Range). The Offering Priceof between S$[0.88] and S$[0.90] per Stapled Security will be determined following a book-building process by agreement between the Joint Bookrunners (as defined herein) and the REIT Managerand the Trustee-Manager (collectively, the Managers) on a date currently expected to be [] (the Price Determination Date), which is subject to change. The joint global coordinators and issuemanagers for the Offering are Credit Suisse (Singapore) Limited, Goldman Sachs (Singapore) Pte. and Standard Chartered Securities (Singapore) Pte. Limited (collectively, the Joint GlobalCoordinators and Issue Managers or the Joint Global Coordinators). The Offering is fully underwritten by Credit Suisse (Singapore) Limited, Goldman Sachs (Singapore) Pte., StandardChartered Securities (Singapore) Pte. Limited, Merrill Lynch (Singapore) Pte. Ltd., Deutsche BankAG, Singapore Branch and Oversea-Chinese Banking Corporation Limited (collectivel y, the JointBookrunners and Underwriters or the Joint Bookrunners) on the terms and subject to the conditions of the Underwriting Agreement (as defined herein).

The total number of Stapled Securities in issue as at the date of this Prospectus is one Stapled Security (the Sponsor Initial Stapled Security). The total number of outstanding Stapled Securitiesimmediately after the completion of the Offering will be [1,308,600,000] Stapled Securities.

Separate from the Offering, Overseas Union Enterprise Limited (OUE or the Sponsor), as vendor (the Vendor) of the Initial Portfolio (as defined herein), will receive an aggregate of[626,781,999] Stapled Securities (the Consideration Stapled Securities, and together with the Sponsor Initial Stapled Security, the Sponsor Stapled Securities) on the Listing Date (asdefined herein) in part satisfaction of the purchase consideration for the Initial Portfolio (as defined herein).

In addition, concurrently with, but separate from the Offering, each of the Cornerstone Investors (as defined herein) has entered into a subscription agreement to subscribe for an aggregate of247,220,000 Stapled Securities (the Cornerstone Stapled Securities) at the Offering Price conditional upon the Underwriting Agreement having been entered into, and not having beenterminated, pursuant to its terms on or prior to the Settlement Date.

Prior to the Offering, there has been no market for the Stapled Securities. The offer of Stapled Securities under this Prospectus will be by way of an initial public offering in Singapore. An application

has been made to Singapore Exchange Securities Trading Limited (SGX-ST) for permission to list on the Main Board of the SGX-ST (i) all the Stapled Securities comprised in the Offering, (ii)all the Sponsor Stapled Securities, (iii) all the Cornerstone Stapled Securities and (iv) all the Stapled Securities which may be issued to the REIT Manager or the Trustee-Manager from time totime in full or in part payment of fees payable to the REIT Manager or the Trustee-Manager. Such permission will be granted when OUE H-Trust has been admitted to the Official List of the SGX-ST(the Listing Date). Acceptance of applications for the Stapled Securities will be conditional upon issue of the Stapled Securities and upon permission being granted to list the Stapled Securities.In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investors own risk, without interestor any share of revenue or other benefit arising therefrom, and without any right or claim against any of OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager, RBC Investor Services TrustSingapore Limited, as trustee of OUE H-REIT (the REIT Trustee), the Trustee-Manager, the Sponsor, the Joint Global Coordinators or the Joint Bookrunners.

OUE H-Trust has received a letter of eligibility from the SGX-ST for the listing and quotation of (i) all Stapled Securities comprised in the Offering, (ii) the Sponsor Stapled Securities, (iii) theCornerstone Stapled Securities and (iv) the Stapled Securities to be issued to the REIT Manager or the Trustee-Manager from time to time in full or part payment of fees payable to the REITManager or the Trustee-Manager. OUE H-Trusts eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, OUE H-Trust, OUE H-REIT, OUE H-BT, the REITManager, the REIT Trustee, the Trustee-Manager, the Sponsor, the Joint Global Coordinators, the Joint Bookrunners or the Stapled Securities. The SGX-ST assumes no responsibility for thecorrectness of any of the statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of theOffering, OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager, the REIT Trustee, the Trustee-Manager or the Stapled Securities.

OUE H-REIT is a scheme pending authorisation under the Securities and Futures Act, Chapter 289 of Singapore (the SFA). OUE H-BT is a business trust pending registration under theBusiness TrustsAct, Chapter 31A of Singapore (the BTA).A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority or MAS)on and respectively. The MAS assumes no responsibility for the contents of this Prospectus. Lodgement with, or registration by, the MAS of this Prospectus does not imply that the SFA,the BTA or any other legal or regulatory requirement has been complied with. The MAS has not, in any way, considered the investment merits of the OUE H-REIT Units, the OUE H-BT Unitsand the Stapled Securities, being offered for investment. This Prospectus will expire on (12 months after the date of the registration of this Prospectus).

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

See Risk Factors commencing on page 58 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Stapled Securities. Noneof OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager, the REIT Trustee, the Trustee-Manager, the Sponsor, the Joint Global Coordinators or the Joint Bookrunners guaranteesthe performance of OUE H-Trust, the repayment of capital or the payment of a particular return on the Stapled Securities.

Investors applying for the Stapled Securities by way of Application Forms (as defined herein) or Electronic Applications (both as referred to in Appendix G, Terms, Conditions and Proceduresfor Application for and Acceptance of the Stapled Securities in Singapore) will pay the Offering Price per Stapled Security on application, subject to a refund of the full amount or, as the case

may be, the balance of the application monies (in each case without interest or any share of revenue or other benefit arising therefrom), where (i) an application is rejected or accepted in partonly, or (ii) the Offering does not proceed for any reason.

In connection with the Offering, the Joint Bookrunners have been granted an over-allotment option (the Over-Allotment Option) by the Sponsor (the Stapled Security Lender), a companyincorporated in Singapore, exercisable by Goldman Sachs (Singapore) Pte. (the Stabilising Manager) (or any of its affiliates or other persons acting on behalf of the Stabilising Manager) inconsultation with the other Joint Bookrunners, in full or in part, on one or more occasions, only from the Listing Date but no later than the earlier 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 acting on behalf of the Stabilising Manager) has bought, on the SGX-ST, an aggregate of [68,182,000]Stapled Securities, representing not more than [15.7]% of the total number of Stapled Securities in the Offering, to undertake stabilising actions to purchase up to an aggregate of [68,182,000]Stapled Securities (representing not more than [15.7]% of the total number of Stapled Securities in the Offering), at the Offering Price. The exercise of the Over-Allotment Option will not increasethe total number of Stapled Securities outstanding. In connection with the Offering, the Stabilising Manager (or any of its affiliates or other persons acting on behalf of the Stabilising Manager)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 Stapled Securities at levels that mightnot 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 behalf of the Stabilising Manager) willundertake 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 andregulations.

Nothing in this Prospectus constitutes an offer for securities for sale in the United States or any other jurisdiction where it is unlawful to do so. The Stapled Securities have not been and will notbe registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and, subject to certain exceptions, may not be offered or sold within the United States (as defined inRegulation S under the Securities Act (Regulation S)). The Stapled Securities are being offered and sold outside the United States in reliance on Regulation S.

Joint Global Coordinators and Issue Managers

Joint Bookrunners and Underwriters


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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

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

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

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

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

UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 100

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136

BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

MANAGEMENT AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176

THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 226

THE FORMATION AND STRUCTURE OF OUE H-TRUST, OUE H-REIT AND

OUE H-BT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233

THE FORMATION AND STRUCTURE OF OUE H-TRUST . . . . . . . . . . . . . . . . . . . . 233

THE FORMATION AND STRUCTURE OF OUE H-REIT . . . . . . . . . . . . . . . . . . . . . . 241

THE FORMATION AND STRUCTURE OF OUE H-BT. . . . . . . . . . . . . . . . . . . . . . . . 256

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CERTAIN AGREEMENTS RELATING TO OUE H-TRUST, OUE H-REIT, OUE H-BT AND

THE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310

APPENDIX A REPORTING AUDITORS REPORT ON THE PROFIT FORECAST

AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B REPORTING AUDITORS REPORT ON THE UNAUDITED PRO

FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . B-1

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

APPENDIX D INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS. D-1

APPENDIX E INDEPENDENT MARKET RESEARCH REPORT . . . . . . . . . . . . . E-1

APPENDIX F INDEPENDENT TAXATION REPORT . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

FOR AND ACCEPTANCE OF THE STAPLED SECURITIES IN

SINGAPORE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

APPENDIX H LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF

DIRECTORS AND EXECUTIVE OFFICERS OF THE REIT

MANAGER AND THE TRUSTEE-MANAGER . . . . . . . . . . . . . . . . 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 OUE H-Trust, OUE H-REIT,

OUE H-BT, the REIT Manager, the REIT Trustee, the Trustee-Manager, the Sponsor, the Joint

Global Coordinators or the Joint Bookrunners. If anyone provides you with different or inconsistent

information, you should not rely on it. 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 business, affairs, conditions and prospects of the Stapled

Securities, OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager, the REIT Trustee, the

Trustee-Manager or the Sponsor since the date on the cover of this Prospectus. 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 thesesections. 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 H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager, the REIT Trustee, the

Trustee-Manager, the Sponsor, 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 OUE H-Trust, OUE H-REIT and OUE H-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.

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

availability, during office hours, from:

CreditSuisse

(Singapore)

Limited

GoldmanSachs

(Singapore)

Pte.

StandardChartered

Securities

(Singapore) Pte.

Limited

Merrill Lynch(Singapore)

Pte. Ltd.

DeutscheBank AG,

Singapore

Branch

Oversea-Chinese

Banking

Corporation

Limited

One Raffles

Link

#03/04-01

South Lobby

Singapore

039393

One Raffles

Link

#07-01 South

Lobby

Singapore

039393

8 Marina

Boulevard

#19-01

Marina Bay

Financial Centre

Tower 1

Singapore018981

50 Collyer

Quay

#14-01, OUE

Bayfront

Singapore

049321

One Raffles

Quay

#16-00 South

Tower

Singapore

048583

65 Chulia

Street

OCBC Centre

Singapore

049513

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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 in and in reliance onRegulation 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. OUE H-Trust,

OUE H-REIT, OUE H-BT, the REIT Man ager, the REIT Trustee, t he Trustee-Manager, the Sponsor,

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 OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT

Manager, the REIT Trustee, the Trustee-Manager, the Sponsor, 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 orinvitation would be unlawful. Prospective investors are authorised to use this Prospectus solely for

the purpose of considering the subscription for the Stapled Securities in the Offering. For a

description of certain restrictions on the offer, transfer and sale of the Stapled Securities, see

Plan of Distribution 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. No

one has taken any action that would permit a public offering to occur in any jurisdiction other than

Singapore.

In connection with the Offering, the Stabilising Manager (or any of its affiliates or other persons

acting on behalf of the Stabilising Manager) may, in consultation with the Joint Bookrunners and

at its discretion, over-allot or effect transactions which stabilise or maintain the market price of theStapled Securities 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

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 [68,182,000] Stapled Securities, representing not more than [15.7]% of the total

number of Stapled Securities in the Offering, to undertake stabilising actions. The exercise of theOver-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 Unaudited Pro Forma

Financial Information, Managements Discussion and Analysis of Financial Condition and

Results of Operations, Profit Forecast and Profit Projection 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 OUE H-Trust,

OUE H-REIT, OUE H-BT, the REIT Manager and/or the Trustee-Manager 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 OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager and/or the Trustee-Manager

will operate in the future. As these statements and financial information reflect the current views

of the REIT Manager and/or the Trustee-Manager concerning future events, these statements andfinancial information necessarily involve risks, uncertainties and assumptions. Actual future

performance could differ materially from these forward-looking statements and financial

information. You should not place any reliance on these forward-looking statements and financial

information.

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

OUE H-Trust, OUE H-REIT, OUE H-BT, the REIT Manager, the Trustee-Manager or the Sponsor

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, changes in government laws

and regulations affecting OUE H-Trust, competition in the hospitality markets in which OUE

H-Trust may operate or invest, industry, interest rates, inflation, relations with service providers,

relations with lenders, hostilities (including future terrorist attacks), the performance and

reputation of OUE H-Trusts 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, adverse weather conditions,

general volatility of the capital markets, general risks relating to the hospitality markets in which

OUE H-Trust 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 Projection

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 orundertaking 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 Sponsor with regard 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, 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

OUE H-Trust, OUE H-REIT and OUE H-BT will publish their financial statements in Singapore

dollars. In this Prospectus, references to S$, $ or Singapore dollars and cents are to the

lawful currency of the Republic of Singapore. 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 Glossary.

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

Price and the Maximum Offering Price and the assumption that the Listing Date is 1 July 2013.

Such yields and yield growth will vary accordingly if the Listing Date is not 1 July 2013, or for

investors who purchase the Stapled Securities in the secondary market at a market price different

from the Minimum Offering Price and the Maximum Offering Price.

Any discrepancies in the tables, graphs and charts included in this Prospectus between the listed

amounts 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 square

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

to 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 Initial Portfolio in this Prospectus is as

at 31 March 2013. See Business and Properties for details regarding the Initial Portfolio.

For the purposes of this Prospectus, real estate used for hospitality purposes includes hotels,

serviced residences, resorts and other lodging facilities, whether in existence by themselves as

a whole or as part of larger mixed-use developments, which may include commercial,

entertainment, retail and leisure facilities.

Properties which are used for hospitality-related purposes include retail and/or commercial

assets which are either complementary to or adjoining hospitality assets which are owned by OUE

H-REIT or which OUE H-REIT has committed to buy.

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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 CBRE Pte. Ltd. (CBRE or the Independent

Market Research Consultant) to prepare the independent hotel and retail market report (the

Independent Market Research Report). (See Appendix E, Independent 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 OUE H-Trust, OUE H-REIT, OUE H-BT,

the Managers, the REIT Trustee, the Sponsor, the Joint Global Coordinators or the Joint

Bookrunners makes any representation 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 Cushman & Wakefield VHS Pte.

Ltd. (C&W) and Jones Lang LaSalle Property Consultants Pte Ltd ( Jones Lang LaSalle) as

the independent valuers of the Initial Portfolio (the Independent Valuers) respectively. (See

Appendix D, Independent Property Valuation Summary Reports for further details.)

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OVERVIEW

The following overview 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 overview can be found in the Glossary, the Stapling Deed, the OUE H-REIT Trust

Deed or the OUE H-BT Trust Deed (each as defined herein). A copy of the Stapling Deed, the OUE

H-REIT Trust Deed and the OUE H-BT Trust Deed can be inspected at the registered office of the

REIT Manager and the Trustee-Manager, which is located at 333 Orchard Road #33-00,

Singapore 238867.

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 OUE H-Trust 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 OUE H-Trust, the REIT Manager,

the REIT Trustee, the Trustee-Manager, the Sponsor, 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 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 OUE H-Trusts businesses and risks.

OVERVIEW OF OUE H-TRUST, OUE H-REIT AND OUE H-BT

OUE H-Trust

OUE H-Trust is a stapled group comprising OUE H-REIT and OUE H-BT. The OUE H-REIT Units

and OUE H-BT Units are stapled together under the terms of a stapling deed dated 10 July 2013

entered into among the REIT Manager, the REIT Trustee and the Trustee-Manager (the Stapling

Deed), and cannot be traded separately.

OUE H-REIT and OUE H-BT

OUE H-REIT is a Singapore-based REIT established with the principal investment strategy of

investing, directly or indirectly, in a portfolio of income-producing real estate which is used

primarily for hospitality and/or hospitality-related purposes, whether wholly or partially, as well as

real estate-related assets. In this Prospectus, real estate which is used for hospitality purposes

includes hotels, serviced residences, resorts and other lodging facilities, whether in existence by

themselves as a whole or as part of larger mixed-use developments, which may include

commercial, entertainment, retail and leisure facilities. Properties which are used for hospitality-related purposes include retail and/or commercial assets which are either complementary to or

adjoining hospitality assets which are owned by OUE H-REIT or which OUE H-REIT has

committed to buy.

The REIT Manager is a wholly-owned subsidiary of the Sponsor.

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(c) Revitalisation of Orchard Road which will increase shopper traffic, retail sales for malls

and RevPAR (as defined herein) for hotels located on Orchard Road

(3) Stable distributions with downside protection via long term Master Lease Agreement

(a) Stability from the Master Lease Agreement

(b) Complementary exposure to resilient retail income

(4) Well-positioned to capitalise on growth opportunities

(a) Embedded organic growth through improvement in RevPAR and retail rents

(b) Opportunities for growth through active asset management and asset enhancement of

the Initial Portfolio

(c) Acquisition pipeline through the Sponsor ROFR Properties (as defined herein) and

assets from third parties

(5) Strong, reputable and committed Sponsor

(a) Track record as a leading real estate owner, developer and operator

(b) Alignment of the Sponsors and the Managers interests with those of Stapled

Securityholders

(6) Experienced Board and management team with proven track record

Details of these key investment highlights are set out below:

(1) Opportunity to invest in a portfolio of premier assets which are strategically located inthe heart of Singapores renowned shopping district of Orchard Road

(a) Premier portfolio of high quality landmark assets

Mandarin Orchard Singapore is a renowned upscale hotel with strong brand recognition

given its relatively long history of operations in Singapore. An icon of world class hospitality

in Singapore since 1971, it features 1,051 rooms, five food and beverage ( F&B) outlets,

and approximately 25,511 sq ft of meeting and function space with a capacity of up to 1,840

people. The Hotel is one of the top accommodation choices in Singapore for leisure and

business travellers globally, having won numerous internationally recognised awards

including the 2012 World Luxury Hotel Awards for Singapore.

Mandarin Gallery is a retail mall which boasts a wide frontage of 152 metres along Orchard

Road, providing the Mall with a high degree of prominence. Featuring six duplexes and six

street front shop units facing Orchard Road, Mandarin Gallery is a choice location for flagship

stores of international brands. The ground floor of this high-end fashion mall benefits from

high street visibility due to its direct access to Orchard Road and connection to the lobby of

Mandarin Orchard Singapore. The Mall comprises four levels of high-end boutiques, shops

and restaurants, and is complemented by Mandarin Orchard Singapore to collectively

provide an integrated hospitality and retail experience for shoppers and hotel guests.

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Location Map of Mandarin Orchard Singapore and Mandarin Gallery

SomersetMRT

Orchard Road Orchard Road Orchard Road

OrchardLink

WheelockPlace

IONOrchard

WismaAtria

TangPlaza

Paragon

MountElizabethHospital

TheHeeren

Knights-bridge

Ngee Ann City

TheCentrepoint

313@Somerset

TripleOneSomerset

OrchardCentral

CathayCineleisure

ShawHouse

ScottsSquare

LuckyPlaza

MOS

MG

Central RegionExpressways

Orchard Road Medical Cluster

OrchardMRT

MandarinGallery

Mandarin Orchard Singapore

Source: Independent Market Research Report.

(b) Central location in Singapores prime shopping and tourism district with excellent

connectivity and accessibility

The Initial Portfolio comprises Mandarin Orchard Singapore and Mandarin Gallery which

offers a unique combination of upscale lodging and high-end retail in the heart of the Orchard

Road shopping district. Orchard Road is Singapores premier shopping district, one of the

most visited tourist destinations and is host to a variety of popular lifestyle and entertainment

events and festive activities which both Mandarin Orchard Singapore and Mandarin Gallery

are well-placed to benefit from. Orchard Road is also located in the core central region of

Singapore in close proximity to key business districts, resulting in a strong flow of

pedestrians, tourists and business travellers.

Mandarin Orchard Singapore is located next to a major medical cluster which includes

leading medical facilities such as the Paragon Medical Centre and Mount Elizabeth Hospital

and hence would benefit from the increasing arrival of medical travellers.

The Initial Portfolio is easily accessible via public transport and is well served by a network

of major roads. The Somerset and Orchard Mass Rapid Transit (MRT) stations are within

walking distance, with both stations being two to three stops away from the key interchange

stations of Dhoby Ghaut and City Hall, as well as the upcoming interchange station of

Newton in 2015. The Orchard Road area is also generally well served by a network of major

roads and bus routes, facilitating easy access to other parts of Singapore. Popular tourist

destinations such as Marina Bay Sands and Gardens by the Bay, as well as key business

districts such as the central business district (Central Business District or CBD) and the

Marina Bay area, are approximately a 10- to 15-minute drive away.

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(c) Complementary mix of hospitality and retail assets with large and reputable customer

and tenant bases

OUE H-Trust offers Stapled Securityholders unique exposure to both the hospitality and

retail markets and benefits from earnings diversification in addition to synergies due to

complementary target customer segments.

Contribution by Asset Value as at31 March 2013 (S$ million)(1)

Mandarin OrchardSingaporeS$1,220m

69%

MandarinGalleryS$536m

31% Total:S$1,756m

Mandarin OrchardSingapore

S$75m73%

MandarinGalleryS$27m27% Total:

S$102m

Estimated Contribution by NetProperty Income(2) for Projection Year2014 (as defined herein) (S$ million)

Notes:

(1) Based on the independent valuations of Mandarin Orchard Singapore and Mandarin Gallery.

(2) Net Property Income or NPI means the gross revenue of the Initial Portfolio (comprising the gross rentalpayments under the Master Lease Agreement, which comprises a Fixed Rent and a Variable Rent, and theRetail Income (each as defined herein) from Mandarin Gallery) (Gross Revenue) less (i) property taxes; (ii)property management fee; and (iii) other property operating expenses (collectively, Property Expenses).

The prominent and strong branding of Mandarin Orchard Singapore allows it to capture a

more diversified customer profile ranging from leisure to corporate customers. For the

financial year ended 31 December (FY) 2012, 71.5% of the Hotels customers were

transient and corporate customers which are typically more profitable given their preference

and propensity to pay for executive-style hotel rooms with higher room rates. Of the

corporate customers, no single industry accounted for more than 6.0% of the Hotels room

revenues, which minimises concentration risk from over-reliance on any single industry.

Mandarin Gallery is positioned as a high-end fashion mall and a tailored destination for its

specific target audience. Its unique positioning has attracted like-minded premium brands

such as Paul Smith, Y-3, Fred Perry Laurel Wreath and Bathing Ape. Mandarin Gallery has

a total of 86 local and international tenants occupying 97 shops as at 31 March 2013. The

leasing strategy to minimise brand duplication with neighbouring malls creates a distinctidentity which is a source of competitive advantage for the Mall. Being a fashion mall, fashion

apparel is a core focus and accounts for 45.7% of tenant mix by retail rental income for the

three months ended 31 March 2013. Mandarin Gallery also has other complementary retail

categories such as Living & Lifestyle, F&B, Accessories and Hair & Beauty to provide a

diversified and holistic retail offering to the customers.

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FY2012 Customer Profile for Mandarin

Orchard Singapore (By Room Revenue)

Tenant Mix for Mandarin Gallery

(By Retail rental income)(1)

FashionApparel46%

Accessories14%

Watches&Jewellery13%

F&B9%

Living&Lifestyle

7%

Hair&Beauty7%

Services2%

Travel2%

Transient45%

Corporate26%

Wholesale29%

(2)

(3)

(4)

Notes:

(1) For the three months ended 31 March 2013.

(2) Transient refers to revenue derived from rental of rooms and suites to individuals or groups occupying lessthan 10 rooms per night and who do not have contracted annual rates with the Hotel.

(3) Corporate refers to revenue derived from the rental of rooms and suites booked via a corporate orgovernment entity that has contracted annual rates with the Hotel.

(4) Wholesale refers to revenue derived primarily from the rental of rooms and suites booked via a third partytravel agent on a wholesale contracted rate basis.

(d) Sound asset fundamentals driving strong operational performance

With a portfolio comprising both hospitality and retail asset classes, OUE H-Trust would be

able to leverage the potential upside from the hospitality operations of Mandarin Orchard

Singapore while enjoying the stability of retail rents from Mandarin Gallery.

Mandarin Orchard Singapores RevPAR1 recorded a compounded annual growth rate

(CAGR) of 6.4% from 2010 to 2012 with occupancy levels of 84.6% to 86.5%, and RevPAR

is expected to grow by a CAGR of 2.7% from 2012 to FY2014E. This is largely driven by the

strong and increasing demand for hotel rooms in Singapore attributable to a widening variety

of tourist destinations and events, strong government support for the tourism sector and

Singapore increasingly becoming the venue of choice for regional and global meetings,

incentive, convention and exhibition events (MICE), all of which have resulted in record

levels of RevPAR which are expected to be maintained going forward. In addition, Mandarin

Orchard Singapore also benefits from on-going efforts by the Singapore government to

rejuvenate Orchard Road.

As at 31 March 2013, the Committed Occupancy Rate2 for Mandarin Gallery is 100.0% due

to the strong domestic retail demand in Singapore. Mandarin Gallery has also maintained

100.0% Committed Occupancy Rates since refurbishments were completed in 2009, with

rental rates expected to grow by a CAGR of 5.4% from 2012 to FY2014E.

1 RevPAR refers to room revenue per Available Room. This figure is computed based on the total room revenue ofMandarin Orchard Singapore divided by the total number of Available Rooms for the relevant period.

2 Committed Occupancy Rate refers to the occupancy rate based on all committed leases in respect of MandarinGallery for the period, including legally binding letters of offer which have been accepted for vacant units, as a

function of total lettable space (which excludes units which are undergoing conversion, amalgamation and/orsub-division).

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The charts below show the historical and forecast RevPAR and occupancy trends for

Mandarin Orchard Singapore and rental and committed occupancy rate (Committed

Occupancy Rate) trends for Mandarin Gallery:

Historical and Forecast RevPAR and Occupancy Rate Trends

for Mandarin Orchard Singapore

215.1237.9 243.3

251.2 256.6

84.6% 85.8% 86.5% 89.7% 87.7%

2010 2011 2012 FY2013E FY2014ERevPAR (S$) Occupancy Rate

(1)

Historical and Forecast Rental and Committed Occupancy Rate Trends

for Mandarin Gallery

20.9 21.3 21.523.3 23.9

100.0% 100.0% 100.0% 100.0% 100.0%

2010 2011 2012 FY2013E(1) FY2014EEffective Gross Rental / sq ft / mth (S$) Committed Occupancy Rate

Notes:

(1) FY2013E refers to the estimated results for FY2013. FY2013E figures are computed based on (i) unauditedpro forma financials from 1 January 2013 to 31 March 2013 and (ii) forecast figures for the 9-month periodfrom 1 April 2013 to 31 December 2013 (Forecast Period 2013 or FP2013E).

(2) Beneficiary of Singapores economic, tourism, hospitality and robust retail sector

growth

(a) Favourable dynamics for hospitality market given strong growth momentum in tourist

arrivals

The Managers believe that an investment in OUE H-Trust represents an attractive

opportunity to invest in and gain exposure to the buoyant Singapore hospitality market, which

has been growing steadily with visitor arrivals increasing from 7.6 million in 2002 to 14.4

million in 2012 according to the Independent Market Research Report, representing a CAGR

of 6.6%.

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Going forward, the Managers have identified the following trends as key drivers of growth for

the hospitality market in Singapore through a combination of increasing tourist arrivals and

the increased average length of stay resulting in higher levels of tourism spending:

Increasing prominence of Singapore as a key regional f inancial centre with an

ever-growing number of multi-national corporations setting up their regional

headquarters here to leverage the excellent infrastructure and pro-business regulatory

framework and as a global MICE destination of choice which will further promotebusiness travel. Singapore was ranked Asias Top Convention City for the 11th time

(International Congress and Convention Association Global Rankings 2012), the Top

International Meeting City for the fourth consecutive year and Asias Top Country and

City for meetings for 28 consecutive years (Union of International Association 2011)

according to the Independent Market Research Report;

4.6

Historical and Forecast Business Traveller Arrivals in Singapore (million)

4.65.3

5.76.0

6.3 6.6 6.8

2008 2009 2010 2011 2012 2013E 2014E 2015E

Source: Euromonitor1.

Rise of the higher value-added medical tourism sector, which is one of the fastest

growing industries in Singapore with the number of foreign patients growing by more

than 15.0% per annum since 2010 and medical tourism revenues for 2013 expected toreach an all-time high of S$1.4 billion according to the Independent Market Research

Report, in line with the Singapore Medicine Initiative in 2003 aimed at promoting

Singapore as Asias leading medical hub and the ideal destination for advanced patient

care; and

1 Euromonitor has not provided its consent, for the purposes of section 249 (read with section 302(1)) of the SFA andfor the purposes of Section 282I of the SFA, to the inclusion of the information extracted from the relevant reportpublished by it, and is therefore not liable for such information under sections 253 and 254 (both read with section302(1)) of the SFA and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actionsto ensure that the information has been reproduced in its proper form and context, and that it has been extractedaccurately and fairly, neither the Managers, the Joint Global Coordinators, the Joint Bookrunners or any other party

has conducted an independent review of the information contained in such report or verified the accuracy of thecontents of the relevant information.

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Historical and Forecast Medical Tourist Arrivals in Singapore (000)

370 342 399461

533604

681761

2008 2009 2010 2011 2012 2013E 2014E 2015E


Ongoing transformation of Singapores tourism landscape with a strong existing stable

of international events and marquee tourist attractions such as the Formula One

Singapore Grand Prix, Universal Studios, Gardens by the Bay, River Safari, Marine Life

Park and Adventure Cove at Resorts World, are expected to be further bolstered by

upcoming developments such as the Singapore Sports Hub and the National ArtGallery.

Coupled with the continued efforts by the Singapore government to enhance Singapores

rising reputation as a vibrant and premier tourist destination, such as the plans for a fourth

airport terminal to accommodate the expected growth in tourist arrivals, the tourism sector is

expected to maintain its growth trajectory over the next few years with tourist arrivals

projected to reach 18.3 million in 2017 according to the Independent Market Research

Report, achieving Singapore Tourism Boards (STB) target of S$30 billion in tourism

receipts by 2015.

Historical and Forecast Visitor Arrivals in Singapore (million)

7.66.1

8.3 8.99.8 10.3 10.1 9.7

11.613.2

14.4

18.3

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2017E

Sep 11 and SARS Sub-Prime


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Historical and Forecast Tourism Receipts (S$ billion)

8.86.9

9.8 10.9 12.4

14.1 15.2 12.8

18.922.3 23.0

30.0

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2015E

Sep 11 and SARS Sub-Prime12-15

CAGR=9.3%

02-12CAGR

=10.0%

Source: STB1.

The Managers believe that the projected increase in the number of hotel rooms over the next

three years will be mitigated by the projected increase in tourist inflow.

The following graph shows the current and expected hotel room supply in Orchard Road for

2012 to 2015:

Current and Expected Hotel Room Supply in Orchard Road

7,585 220

2012 2013 2014 2015 Total 2015

CurrentEstimatedHotelSupply EstimatedFutureNetIncrease EstimatedHotelSupplybyEnd-2015

462,1 960,9


The expected moderate increase in hotel room supply in Orchard Road will likely underpin

stability in RevPAR for hotels in Orchard Road over the next few years, thereby benefitting

Mandarin Orchard Singapore.

1 STB has not provided its consent, for the purposes of section 249 (read with section 302(1)) of the SFA and for thepurposes of Section 282I of the SFA, to the inclusion of the information extracted from the relevant report publishedby it, and is therefore not liable for such information under sections 253 and 254 (both read with section 302(1)) ofthe SFA and Sections 282N and 282O of the SFA. While the Managers have taken reasonable actions to ensure thatthe information has been reproduced in its proper form and context, and that it has been extracted accurately andfairly, neither the Managers, the Joint Global Coordinators, the Joint Bookrunners or any other party has conducted

an independent review of the information contained in such report or verified the accuracy of the contents of therelevant information.

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Singapore Upscale Hotels RevPAR Trend (S$ per night)

217

162

211

244264 265 265 264 267 270

2008 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E


(b) Resilient retail sector due to stable domestic demand with further upside from

increased tourist retail spending

Singapores retail sector outlook remains positive with strong domestic demand continuing to

provide a solid base of retail spending, while the rapid increase in tourist arrivals and hencetourist retail spending will provide significant upside potential. As a result, retail trade

operating receipts are expected to grow from S$40.8 billion in 2012 to S$56.4 billion in 2017,

representing a CAGR of 6.7% according to the Independent Market Research Report.

101.0 100.0104.4 106.9

114.2

121.4129.4

138.4

147.5

Robust Growth in Singapore Retail Sales Index1

2015E 2016E2014E2013E2012201120102009 2017E


Over the past decade, real private consumption expenditure in Singapore has also seen

consistent growth even through periods of negative GDP growth, indicating resilient

domestic retail spending regardless of economic cycles. Furthermore, the purchasing power

of the average household has also increased significantly given that the average householdsize has remained at approximately 3.5 persons since 2002 while the median monthly

household income grew by 20.0% from S$5,000 in 2010 to S$6,000 in 2012 according to the

Independent Market Research Report. As such, the Managers believe domestic demand to

be strong and stable going forward, supporting retail sales growth.

1 The Retail Sales Index was rebased in 2010.

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Tourism receipts attributable to shopping/retail spend increased from S$2.9 billion from 2002

to S$4.8 billion in 2012, representing a CAGR of 5.2% and contributing to a significant

portion of total tourism spending of 20.7% in the same period according to the Independent

Market Research Report. The continued growth in tourist retail spending can be expected to

provide further earnings upside to retail malls in Singapore.

Tourist Retail Spending (S$ billion)

2.9

2.3

3.1 3.33.7

3.5 3.53.3

4.0

4.54.8

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012


(c) Revitalisation of Orchard Road which will increase shopper traffic, retail sales for

malls and RevPAR for hotels located on Orchard Road

Orchard Road remains the most visited free-access attraction in Singapore according to the

Independent Market Research Report. It is also host to a variety of popular lifestyle and

entertainment events and festive activities such as the annual Great Singapore Sale,

Fashion Season Orchard and Christmas Light-up. STB has consistently undertaken

rejuvenation projects to significantly beautify and enhance the landscape of the area through

infrastructure and landscape additions. The Singapore government has been active in

implementing initiatives to make Orchard Road increasingly pedestrian-friendly over time bylinking buildings and shopping centres through underpass walkways. As such, both Mandarin

Orchard Singapore and Mandarin Gallery are expected to benefit from infrastructure

improvement and enhanced positioning.

The expected robust growth in retail sales in Singapore, and in particular the Orchard Road

region as a result of the abovementioned factors will result in increased demand for retail

space in malls located in the vicinity as retail businesses seek to ride the retail sales growth

wave. As a result, rental rates are expected to be on the rise going forward according to the

Independent Market Research Report. Mandarin Gallery, being situated in a prime Orchard

Road location, will also be a key beneficiary of this trend.

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The following charts shows the growth in RevPAR for hotels and rental rates for malls in

Orchard Road:

Rental Rates for Malls on Orchard Road

(Effective Gross Rental/

sq ft/mth (S$))

RevPAR for Hotels in Orchard Road

(S$ per night)

30.231.6 31.6 32.2

33.2 34.235.2 36.2

2010 2011 2012 2013E 2014E 2015E 2016E 2017E

229.6246.1 246.9 252.1

258.2 263.2272.6 275.7

2010 2011 2012 2013E 2014E 2015E 2016E 2017E


(3) Stable distributions with downside protection via long term Master Lease Agreement

(a) Stability from the Master Lease Agreement

On the Listing Date, the Master Lessee will lease and operate Mandarin Orchard Singapore

pursuant to the terms of the Master Lease Agreement. To support long-term stability of

distributions, the Master Lease Agreement will be entered into for a period of 15 years with

an option for the Master Lessee to obtain an additional lease for a further 15 years on the

same terms and conditions, save for amendments required due to a change in law and

without any further option to renew. This provides OUE H-Trust with a stable income stream

during the term of the Master Lease Agreement which mitigates the volatility of short-term

stays by hotel guests. Furthermore, the Master Lessee is also the Sponsor, which has a

strong financial position and reputation as a leading real estate company listed on the

SGX-ST. This provides OUE H-Trust with further assurance that the terms of the Master

Lease Agreement will be honoured by the Master Lessee.

The Master Lease Agreement has been structured to provide stable distributions to the

Stapled Securityholders in the form of a fixed rent (Fixed Rent) payment and a variable rent

component. The variable rent component allows Stapled Securityholders to benefit from the

outperformance of the Hotel through receiving a stipulated percentage of the Hotels Gross

Operating Revenue and Gross Operating Profit (each as defined herein), less the Fixed

Rent.

Fixed

Rent(1)

(S$ million)

Variable Rent

Percentage

of Gross

Operating

Revenue +

Percentage

of Gross

Operating

Profit

Fixed

Rent(1)

(S$ million)

Mandarin

Orchard

Singapore 45.0 33.0% 27.5% 45.0

Note:

(1) Fixed Rent for the 9-month Forecast Period 2013 is S$33.8 million.

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Fixed and Variable Rent Composition (S$ million)

70.3% 61.0% 60.0% 59.8% 57.3%

29.7%39.0% 40.0% 40.2% 42.7%

64.0

73.8 75.1 75.378.6

2010 2011 2012 FY2013E FY2014E

FixedRent VariableRent

(1)

Note:

(1) FY2013E refers to the estimated results for FY2013. FY2013E figures are computed based on (i) unauditedpro forma financials from 1 January 2013 to 31 March 2013, and (ii) forecast figures for the 9-month periodfrom 1 April 2013 to 31 December 2013.

(b) Complementary exposure to resilient retail income

The current earnings of Mandarin Gallery are underpinned by existing lease arrangements. As at

31 March 2013, the weighted average lease term to expiry (by net lettable area (NLA)) is 2.4years, with only 0.9% and 19.8% of total leases (by NLA) expected to expire in Forecast Period

2013 and the financial year ending 31 December 2014 (Projection Year 2014 or FY2014E)

respectively. Mandarin Gallery is expected to contribute 26.9% and 26.6% of OUE H-Trusts total

Net Property Income for Forecast Period 2013 and FY2014E. The current lease expiry profile is

expected to provide earnings stability to OUE H-Trust, which will be further supplemented by the

resilient rents for retail malls in the Orchard Road area. 68.7% of the forecast Net Property Income

for FY2014E (translating to approximately 4.5% forecast distribution yield for OUE H-Trust) is

expected to be derived from stable rents comprising the Fixed Rent from Mandarin Orchard

Singapore and the Net Property Income from the Mall.

Contribution to total Net Property Income at the OUE H-Trust level will be from Fixed Rent

and Variable Rent from the Master Lease Agreement for Mandarin Orchard Singapore as wellas Net Property Income from Mandarin Gallery.

The following charts set out the lease expiry profile (by NLA) for Mandarin Gallery as at 31

March 2013 and the breakdown of the estimated contribution to total Net Property Income for

Projection Year 2014:

MandarinGallery

LeaseExpiryProfileNPI Breakdown for

Projection Year 2014

0.9%

19.8%

50.1%

29.2%

FY2013E FY2014E FY2015E FY2016E

(ByNLA) 69% NPI Contributionfrom Stable Rentsrom ta ents

MandarinOrchard

SingaporeFixed Rent

42%

Mandarin OrchardSingapore Variable

Rent31%

MandarinGallery NPI

27%

Total:S$102m

(1)

(1)

Note:

(1) Assumes Mandarin Orchard Singapores property expenses of S$3.8 million in FY2014E are allocated across

Fixed Rent and Variable Rent in proportion to their respective contributions to Gross Revenue.

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OUE H-REIT intends to distribute 100.0% of its property-related income chargeable to tax

under the Income Tax Act, Chapter 134 of Singapore (the Income Tax Act) after the

deduction of allowable expenses and capital allowances, if any (the Taxable Income) to

Stapled Securityholders for Forecast Period 2013 and Projection Year 2014. Thereafter, OUE

H-REIT will distribute at least 90.0% of its Taxable Income, with the actual level of distribution

to be determined at the REIT Manager Boards discretion after having considered OUE

H-Trusts funding requirements, other capital management considerations and the overall

stability of distributions.

The table below sets out the forecast and projected distribution yields:

Distribution Yield (%)

Based on the Maximum

Offering Price

Based on the Minimum

Offering Price

Illustrative annualised

distribution yield from

Listing Date(1) [7.20] [7.36]

Full Year 2013(2) [6.99] [7.15]

Projection Year 2014 [7.30] [7.46]

Growth in distribution

yield(3) (%) [4.4] [4.4]

Notes:

(1) Annualised distribution yield assuming a Listing Date of 1 July 2013. For the avoidance of doubt, StapledSecurityholders who have subscribed for Stapled Securities pursuant to the Offering will not be entitled to anydistributions made for the period from 1 January 2013 and ending on the day immediately preceding theListing Date.

(2) The full year distribution yield for 2013 (the Full Year 2013 Distribution) has been calculated based on the

unaudited pro forma historical income available for distribution from 1 January 2013 to 31 March 2013 of S$19.9million and the forecast income available for distribution for the 9-month Forecast Period 2013 of S$62.6 million.

(3) Calculated as the increase in distribution per unit (DPU) of Projection Year 2014 over the Full Year 2013Distribution per Stapled Security.

(See Profit Forecast and Profit Projection for further details.)

OUE H-BT may make distributions in the future when it becomes active and profitable.

OUE H-Trusts distributions will be paid on a quarterly basis in arrears for the periods ending

31 March, 30 June, 30 September and 31 December each year. OUE H-Trusts first

distribution after the Listing Date will be for the period from the Listing Date to 31 December

2013 and will be paid by OUE H-Trust on or before 31 March 2014.

(4) Well-positioned to capitalise on growth opportunities

For the benefit of Stapled Securityholders, the Managers aim to maintain and grow an

investment portfolio of hospitality and hospitality-related assets primarily in Singapore, and

to extend the portfolio to include other places where suitable opportunities arise.

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The Managers intend to achieve growth for OUE H-Trust by way of the following:

(a) Embedded organic growth through improvement in RevPAR and retail rents

Average RevPAR for Mandarin Orchard Singapore for FY2012 was S$243. According to the

Independent Market Research Report, average RevPAR for upscale hotels in Singapore for

FY2012 was S$264, which is 8.6% higher than the RevPAR for Mandarin Orchard Singapore.

Hence, the Managers believe that the RevPAR for Mandarin Orchard Singapore will be ableto grow over the next few years to become in line with that of the broader upscale market

segment. This in turn will allow OUE H-Trust to benefit from the Master Lease Agreement

which is structured for upside sharing from variable rents by capturing future improvements

in RevPAR.

PotentialforFurtherRevPARUpside(S$)

243.3

251.2(1)

256.6

246.9

252.1

258.2

264.3 265.4 265.1

E4102YFE3102YF

MandarinOrchardSingaporeRevPAR OrchardRoadHotelsRevPARSingaporeUpscaleHotelsRevPAR

+8.6%

+5.6%

+3.3%

2102

Notes:

(1) FY2013E refers to the estimated results for FY2013. FY2013E figures are computed based on (i) unauditedpro forma financials from 1 January 2013 to 31 March 2013 and (ii) forecast figures for the 9-month periodfrom 1 April 2013 to 31 December 2013 (Forecast Period 2013 or FP2013E).


Mandarin Gallery leases are typically structured with two to five-year tenures with base rent,

service charge, advertising and promotional charge and turnover rent, which is calculated as

a percentage of the tenants gross turnover. As of 31 March 2013, 46.7% of the leases (by

NLA) have step-up structures in the Basic Rent (as defined herein) with a weighted average

annual step-up of approximately 5.5%, thus providing a stable and growing rental income

stream which also acts as an inflation hedge. More than 90.0% of the leases (by NLA as at

31 March 2013) have a turnover rent component which allows OUE H-Trust to benefit directlyfrom the expected growth in retail sales.

(b) Opportunities for growth through active asset management and asset enhancement of

the Initial Portfolio

The Managers intend to deliver a stable income stream for Stapled Securityholders and will

be actively maximising asset returns, primarily through monitoring and managing the Master

Lessees performance under the Master Lease Agreement as well as through refurbishment

and/or upgrading programmes on Mandarin Orchard Singapore which will be aimed at

improving the image and attractiveness of the Hotel and ultimately to increase RevPAR

performance.

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Prior to the Offering, the Sponsor budgeted for the addition of 26 new hotel rooms and

refurbishment of 430 hotel rooms. This work commenced in FY2013.

The REIT Manager will also work closely with the Property Manager (as defined herein) of

Mandarin Gallery to develop and maintain strong relationships with tenants, in order to

achieve high tenant retention levels. For example, in FY2012, 67.9% of the leases by NLA

which were expiring in FY2012 were renewed, which amounted to 34.2% of all leases by

NLA. Other potential initiatives may be introduced to optimise the tenant mix with the viewto increase shopper traffic, and increase rents from the Mall.

The REIT Manager seeks to ensure that the Hotel Manager (as defined herein) of Mandarin

Orchard Singapore and the Property Manager of Mandarin Gallery will capitalise on the

expected increase in demand from economic and tourism growth and supply dynamics of the

Singapore hotel and retail markets to improve occupancy rates, average room rates for the

Hotel as well as passing rental rates for Mandarin Gallery. The Managers believe that there

is potential within the Initial Portfolio to identify asset enhancement opportunities to further

improve returns to Stapled Securityholders.

(c) Acquisition pipeline through Sponsor ROFR Properties or assets from third parties

The Sponsor has granted a right of first refusal (ROFR) to OUE H-Trust which provides

OUE H-Trust with access to potential future acquisition opportunities which are used

primarily for hospitality and/or hospitality-related purposes (the Sponsor ROFR). (See

Certain Agreements Relating to OUE H-Trust, OUE H-REIT, OUE H-BT and the Properties

Right of First Refusal Agreement for further details.) The Managers also intend to

selectively acquire additional third party hospitality and hospitality-related assets that meet

its investment criteria to enhance OUE H-Trusts yield and cash flow. The Managers will be

able to leverage on and benefit from the Sponsors network for future pipeline of assets that

OUE H-Trust could acquire should they meet OUE H-Trusts investment criteria and further

diversify and strengthen OUE H-Trusts footprint in the hospitality market.

The Sponsor has identified three properties, under the Sponsor ROFR, which could

potentially be offered to OUE H-Trust as future pipeline assets1. For the purposes of this

Prospectus, properties owned or majority controlled by the Sponsor which fall within the

Sponsor ROFR are referred to as the Sponsor ROFR Properties.

1

Marina Mandarin was not included as a Sponsor ROFR Property as the Sponsor only has an effective stake of 30.0%in Marina Mandarin and does not have majority control over this property.

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Selected details of the Sponsor ROFR Properties, which could potentially be offered to OUE

H-Trust are set out in the table below:

Name of Sponsor ROFR

Property/Ownership (%)

Location Number of Hotel

Rooms

Valuation as at

31 December

2012

(S$ million)

Crowne

Plaza

Changi

Airport/

100.0%

Singapore 320(1) 291.0

Meritus

Mandarin

Haikou/

100.0%

Haikou, Peoples

Republic of China

(the PRC)

318 59.5(2)

Meritus

Shantou

China/

80.0%Shantou, the PRC 318 62.5(3)

Total Number of Hotel Rooms/Valuation 956(1) 413.0

Notes:

(1) Excluding the proposed additional 200 hotel rooms expected to be developed on the plot of land adjacent to CrownePlaza Changi Airport. The proposed additional 200 hotel rooms are expected to be completed by the end of 2015.

(2) Valuation of Renminbi (RMB)298 million converted to Singapore Dollars (SGD) at an exchange rate of

5.007 RMB/SGD as at 31 March 2013.(3) Valuation of RMB313 million converted to SGD at an exchange rate of 5.007 RMB/SGD as at 31 March 2013.

The following graph illustrates the potential for growth of OUE H-Trusts portfolio based on

the three Sponsor ROFR Properties.

PotentialDoublingofNumberofHotelRooms

1,051

2,0331,077

956

2,2331,156

Current Portfolio Sponsor ROFR Properties Enlarged Portfolio

(1)

(2) (2)

88.8% - 107.3%growth

Notes:

(1) Including the addition of 26 new hotel rooms in FY2013.

(2) Including the proposed additional 200 hotel rooms expected to be developed on the plot of land adjacent to CrownePlaza Changi Airport. The proposed additional 200 hotel rooms are expected to be completed by the end of 2015.

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The three Sponsor ROFR Properties, with an aggregate of 1,156 hotel rooms (comprising

956 existing hotel rooms and the proposed additional 200 hotel rooms expected to be

completed by the end of 2015), provide a visible pipeline for OUE H-Trust and offer

acquisition opportunities to potentially double the number of hotel rooms owned by OUE

H-Trust.

As at the Listing Date, OUE H-Trust is expected to have an Aggregate Leverage (as defined

herein) of approximately 33.2% of the OUE H-REIT Deposited Property. The Property FundsAppendix (as defined herein) allows OUE H-Trust to borrow up to 35.0% of the OUE H-REIT

Deposited Property (as defined herein) without a credit rating and up to a maximum of 60.0%

of the value of the OUE H-REIT Deposited Property if a credit rating from Fitch Inc., Moodys

or Standard & Poors is obtained and disclosed to the public. The Managers believe that OUE

H-Trust will be able to enjoy flexibility in respect of future capital expenditure or acquisitions.

(5) Strong, reputable and committed Sponsor

(a) Track record as a leading real estate owner, developer and operator

OUE is a diversified real estate owner, developer and operator with a real estate portfoliolocated in prime locations in Singapore, and hotels in Singapore, Malaysia, Indonesia and

the PRC. OUE and its subsidiaries, related corporations and associates (the Sponsor

Group) focus their businesses across the hospitality, retail, commercial and residential

property segments. The Sponsor Group operates its hospitality business under the premium

brand names Meritus, Mandarin and Meritus Mandarin, which are known for delivering

quality hospitality services. It develops and holds commercial and retail properties for

investment and rental income purposes while it develops residential properties for sale.

OUE is one of the largest publicly-listed property companies in Singapore with a market

capitalisation of S$2.6 billion as at the Latest Practicable Date, being 28 June 2013.

OUEs Property Highlights

Fair Value

(S$ million) Description

Ownership

(%) Carpark Lots

Mandarin

Orchard

Singapore

1,220.0(1) A 37-storey Main Tower and a

39-storey Orchard Wing housing

1,051 rooms located in the heart

of renowned shopping belt,

Orchard Road

100.0 441 (shared

with Mandarin

Gallery)

Crowne Plaza

Changi Airport

291.0(2) A 9-storey hotel with 320 rooms,

including 27 suites, directly

connected to Changi Airport

Terminal 3 and within short

distance to Changi Business Park

and Singapore Expo

100.0

Meritus

Mandarin

Haikou

59.5(2)(3) A 23-storey hotel with 318 rooms

at Wenhua Road, Longhua

District, Haikou, Hainan Province,

PRC

100.0 128

Meritus

Shantou China

62.5(2)(4) A 21-storey tower with 318 rooms

at Jinsha East Road, Shantou,

Guangdong Province, PRC

80.0 248

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Fair Value

(S$ million) Description

Ownership

(%) Carpark Lots

Mandarin

Gallery

536.0(1) Mandarin Gallery is a prime retail

landmark in the heart of Orchard

Road; features six duplexes and

six street front units

100.0 Shared with

Mandarin

Orchard

Singapore

MarinaMandarin

N.A.(5)

A 21-storey hotel which is locateddirectly opposite the Suntec

Singapore International

Convention and Exhibition Centre

30.0

OUE Bayfront

(including OUE

Tower and

OUE Link)

1,081.0(8) This 18-storey office development

and adjoining properties offer

views of Marina Bay

100.0 245

One Raffles

Place Tower 1

and Retail

Podium

1,608.8(6)

(Total fair

value for One

Raffles Place

Tower 1, Tower

2 and Retail

Podium)

A 282 metre-tall office tower

comprising 62 storeys of prime

Grade A office space and a

5-storey retail podium equipped

with one basement level, located

in Singapores CBD

40.8(7) 288 (shared

with Tower 2)

One Raffles

Place Tower 2

Please see the

fair value in

the row above

A 38-storey commercial building

equipped with one basement level

adjacent to Tower 1

40.8(7) Shared with

Tower 1

6 Shenton Way

Towers

One and Two

1,400.0(2) 49-storey and 37-storey

commercial towers on Shenton

Way, Singapore

100.0 411

Twin Peaks 679.0(8) A residential development

comprising two identical 35-storey

blocks situated close to the heartof Orchard Road

100.0 467

Notes:

(1) Based on independent valuations as at 31 March 2013.

(2) Latest valuation as at 31 December 2012.

(3) Valuation of RMB298 million converted to SGD at an exchange rate of 5.007 RMB/SGD as at 31 March 2013.

(4) Valuation of RMB313 million converted to SGD at an exchange rate of 5.007 RMB/SGD as at 31 March 2013.

(5) The valuation of Marina Mandarin is not public information as it is owned by a private company and theSponsor Group only holds a 30.0% effective interest in Marina Mandarin.

(6) Latest valuation for One Raffles Place Tower 1, Tower 2 and Retail Podium as at 31 December 2012.

(7) The Sponsor Group owns a 50.0% stake in OUB Centre Limited, which is a beneficiary and the trustee of theassets comprising One Raffles Place. OUB Centre Limited was the beneficiary of 81.54% of the trust as ofthe date it was declared.

(8) Latest valuation as at 31 March 2013.

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One of OUEs competitive strengths is the ability to enhance existing assets to create

additional value for its shareholders. A key example is the extensive S$200 million

conversion of the old hotel lobby of Mandarin Orchard Singapore into Mandarin Gallery,

which was completed in 2009 and part of a strategic move for OUE to unlock further value

in its commercial real estate portfolio to maximise shareholder returns.

Makeover of Mandarin Gallery

Before After

The Sponsors commitment to OUE H-Trust is also demonstrated by the Sponsor ROFR,

which provides OUE H-Trust with access to potential future acquisition opportunities which

are primarily used for hospitality and/or hospitality-related purposes. (See Certain

Agreements Relating to OUE H-Trust, OUE H-REIT, OUE H-BT and the Properties Right

of First Refusal Agreement for further details.)

(b) Alignment of the Sponsors and Managers interests with those of Stapled

Securityholders

The Sponsor will immediately following the completion of the Offering, be the largest Stapled

Securityholder, holding an aggregate of [47.9]% of the total number of Stapled Securities

expected to be in issue (assuming the Over-Allotment Option is not exercised) or [42.7]% of

the total number of Stapled Securities expected to be in issue (assuming the Over-Allotment

Option is exercised in full), to demonstrate the Sponsors commitment to OUE H-Trust.

The Sponsor has also agreed to a lock-up arrangement for such Stapled Securities (the

Lock-up Stapled Securities) during the period commencing from the Listing Date until the

date falling 180 days after the Listing Date.

The Sponsor intends to be a long-term investor in OUE H-Trust given its continued focus onthe hospitality sector. With the Sponsors interest in OUE H-Trust, the fact that the Managers

are wholly-owned subsidiaries of the Sponsor and that 100.0% of the REIT Managers

management fees will be paid in Stapled Securities for the period from the Listing Date to the

end of Projection Year 2014, there will be a substantial alignment of interest for the Sponsor

to support the growth of OUE H-Trust.

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(6) Experienced Board and management team with proven track record

The board of directors of the RE

oue preliminary prospectus (10 july 2013).pdf

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