religare health trust - listed companyrhtrust.listedcompany.com/misc/rhtrust_prospectus.pdf ·...

RE

LIG

AR

E H

EA

LTH

TR

US

T Religare Health Trust Trustee Manager Pte. Ltd. (Registration Number: 201117555K), as trustee-manager of RHT (Trustee-Manager), is making an offering (the Offering) of 567,455,000 common units representing undivided interests in RHT (Common Units) for subscription at the offering price (Offering Price) of S$0.90 per Common Unit. The Offering consists of (i) an international placement of 555,455,000 Common Units to investors, including institutional and other investors in Singapore (Placement Tranche), and (ii) an offering of 12,000,000 Common Units to the public in Singapore (Public Offer). The total number of Units in issue as at the date of this Prospectus is 220,676,944. The total number of outstanding Units immediately after the completion of the Offering (as defi ned herein) will be 788,131,944 Units.

Standard Chartered Securities (Singapore) Pte. Limited is the sole fi nancial adviser for the Offering (the Sole Financial Adviser). Nomura Singapore Limited, Religare Capital Markets Corporate Finance Pte. Limited and Standard Chartered Securities (Singapore) Pte. Limited are the joint issue managers for the Offering (collectively the Joint Issue Managers). CIMB Securities (Singapore) Pte. Ltd., DBS Bank Ltd., Nomura Securities Singapore Pte. Ltd., Religare Capital Markets (Singapore) Pte. Limited and Standard Chartered Securities (Singapore) Pte. Limited are the joint global coordinators, bookrunners and underwriters for the Offering (collectively, the Joint Global Coordinators, Bookrunners and Underwriters or the Joint Bookrunners). Citigroup Global Markets Singapore Pte. Ltd. is the lead manager for the Offering (Lead Manager). The Offering is fully underwritten by the Joint Bookrunners on the terms and subject to the conditions of the Underwriting Agreement (as defi ned herein).

As at the date of this Prospectus, Fortis Healthcare International Limited (FHIL), a wholly-owned subsidiary of Fortis Healthcare Limited (the Sponsor), holds 220,676,943 Sponsor Units (Sponsor Units) and one Common Unit, which will be automatically converted into a Sponsor Unit on Listing.

No Units shall be allotted or allocated on the basis of this Prospectus later than six months after the registration of this Prospectus by the Monetary Authority of Singapore (Authority or MAS). Prior

to the Offering, there was no market for the Units. The offer of Common Units under this Prospectus will be by way of an initial public offering (IPO) in Singapore. Application has been made to Singapore Exchange Securities Trading Limited (SGX-ST) for permission to list for quotation on the Main Board of the SGX-ST all the Common Units (i) to be issued pursuant to the Offering, (ii) arising from the conversion of the Sponsor Units, and (iii) which may be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Managers fees. Such permission will be granted when RHT has been admitted to the Offi cial List of the SGX-ST on the Listing Date. Acceptance of applications for the Units will be conditional upon issue of the Units and upon permission being granted by the SGX-ST to list and deal in and for quotation of the Units. 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 interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against any of RHT, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint Bookrunners and the Lead Manager.

RHT has received a letter of eligibility from the SGX-ST for the listing and quotation on the Main Board of the SGX-ST of all the Common Units (i) to be issued pursuant to the Offering, (ii) arising from the conversion of the Sponsor Units and (iii) which may be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Managers fees. RHTs eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, RHT, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint Bookrunners, the Lead Manager or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Offering, RHT, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint Bookrunners, the Lead Manager or the Units.

A copy of this Prospectus has been lodged on 28 September 2012 with and registered on 15 October 2012 by the MAS.

The MAS assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the MAS does not imply that the Securities and Futures Act, Chapter 289 of Singapore (Securities and Futures Act or SFA), or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the merits of the units in RHT being offered for investment.

See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Units. None of RHT, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint Bookrunners, or the Lead Manager guarantees the performance of RHT, the repayment of capital or the performance of or payment of a particular return on the Units.

Prospective investors applying for Common Units under the Public Offer by way of Application Forms or Electronic Applications (both as referred to in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Common Units in Singapore), will have to pay the Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against RHT, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint Bookrunners and the Lead Manager), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason.

The Units have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), and may not be offered or sold within the United States of America (United States) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. Accordingly, the Units are being offered and sold outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the U.S. Securities Act (Regulation S).

FIRST BUSINESS TRUST COMPRISING HEALTHCARE ASSETS IN INDIA

RELIGARE HEALTH TRUST(a business trust constituted on 29 July 2011 and registered on 25 September 2012 under the laws of the Republic of Singapore)

MANAGED BY

Religare Health Trust Trustee Manager Pte. Ltd.(an indirect wholly-owned subsidiary of Religare Enterprises Limited (REL))

Religare Health Trust (RHT) is a business trust (Registration Number: 2012006) registered under the Business Trusts Act, Chapter 31A of Singapore (Business Trusts Act or BTA).

OFFER FOR SUBSCRIPTION BYReligare Health Trust Trustee Manager Pte. Ltd.

567,455,000 Common UnitsOffering Price: $0.90 per Common Unit

* SELECTION OF PORTFOLIO ASSETS 1 ARTIST IMPRESSION

KOLKATA AMRITSAR

NOIDA BENGALURU, BG ROAD

MUMBAI, KALYAN CHENNAI, MALAR

NEW DELHI, SHALIMAR BAGH BENGALURU, NAGARBHAVI

LUDHIANA1GURGAON

FARIDABAD

JAIPUR

MUMBAI, MULUND

BENGALURU, RAJAJINAGAR

Joint Issue Managers (in alphabetical order)

Sole Financial Adviser

Joint Global Coordinators, Bookrunners and Underwriters (in alphabetical order) Lead Manager

PROSPECTUS DATED 15 OCTOBER 2012 (Registered with the Monetary Authority of Singapore on 15 October 2012)

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax or other professional adviser.

EXPOSURE TO THE GROWING INDIAN HEALTHCARE SECTOR

KEY INVESTMENT HIGHLIGHTS> Exposure to the growing Indian healthcare sector

> Diversifi ed and strategically located healthcare assets

> Strong potential for organic and inorganic DPU growth

> Commitment from Sponsor with strong operating expertise

> Experienced management, board and investment advisor

> Capital structure provides fi nancing fl exibility with debt headroom for growth

GROWING ECONOMY AND RISING AFFLUENCE> Rising national income and expected increase in proportion of healthcare

expenditure> Growth in Indias upper-middle class, estimated at 60 percent of

population in 20113 and increased awareness of health-related issues likely to lead to higher healthcare-related discretionary spending in India

GROWING MARKET FOR HEALTHCARE SERVICES

RISING AND AGING POPULATION> Projected to grow 1.0 percent to 1.5 percent annually and is

expected to become the most populous nation by 20302

> Gradual increase in life expectancy will increase proportion of aged population

Notes:1 Source Frost & Sullivan (F&S). See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Graph 2.1.2.1 prepared by the Independent Industry Consultant2 Source F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Section 2.1.1C prepared by the Independent Industry Consultant3 Source F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Section 2.2.1 prepared by the Independent Industry Consultant

CHANGING DISEASE PROFILE > Increase in lifestyle diseases expected to result in increase in

patient volumes and average revenue per treatment at hospitals> Predicted that India will need to develop facilities for the

diagnosis and treatment of more than 2.5 million cancer patients by 20153

15% CAGR from 2010 to 20151

(US$ Billion)

2010

59.5

2015E

119.6

2014E

104.0

2013E

90.4

2012E

78.6

2011E

68.4

INDIAN HEALTHCARE INDUSTRY MARKET SIZE

CAGR 15

.0%

INDIAS POPULATION

Lifestyle Diseases 18.5%

Others 81.5% Others 76.0%

Lifestyle Diseases 24.0%

2001 2012E

PERCENTAGE OF HOSPITALISATION CASES

2015E

1,875

2014E

1,723

2013E

1,583

2012E

1,455

2011

1,389

CAGR 7.8%

(US$)

INDIAN GDP PER CAPITA

2000

1,0104.5%

2015E

1,2565.2%

2010

1,173

5.0%

2005

1,0804.8%

=65 Years Old

(Million)

95.2% 95.0% 94.8%

This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Prospectus. Meanings of capitalised terms used may be found in the section Defi ned Terms and Abbreviations.

95.5%

> Indian healthcare sector valued at USD 59.5 billion in the year 2010, and is expected to reach USD 119.6 billion by 20156

> Out of the total Indian healthcare market in 2010, 70.0 percent to 72.0 percent comprises healthcare delivery services6

> Household expenses towards healthcare are expected to rise from 7.5 percent in 2005 to 10.0 percent in 20157

GOVERNMENT INITIATIVES TO PROMOTE THE INDIAN PRIVATE HEALTHCARE MARKET> Encouraging industry players to provide quality healthcare

through public-private partnerships, tax incentives and subsidies among other schemes

> Actively promoting the health insurance market to make private healthcare more affordable5

GROWTH IN MEDICAL TOURISM INDUSTRY> Medical tourists visiting the Asia Pacifi c region expected to

grow rapidly, increasing by 15 percent to 20 percent annually until 20154

> Indias medical tourism market expected to grow at an annual rate of more than 30% over the next three years5

> By 2015, Indias medical tourismmarket expected to be worth:

WORLD HEALTHORGANISATIONS GUIDELINE

Impliedgap of

3.7m beds

INDIA

4.0

0.9

(per 1,000 people in 2011)

UNDER-SERVED HEALTHCARE MARKET

6%India accounts for nearly of the worlds hospital beds but shares of the worlds disease burden820%

Notes:4 Source F&S. See Appendix G Independent Report on the Healthcare

Industry in the Asia Pacifi c Region, Section 1.2.4 prepared by the Independent Industry Consultant

5 Source F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Section 2.2.1 prepared by the Independent Industry Consultant

6 Source F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Section 2.1.2.1 prepared by the Independent Industry Consultant

7 Source F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Section 2.1.2.2 prepared by the Independent Industry Consultant

8 Source F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacifi c Region, Section 2.4.3 prepared by the Independent Industry Consultant

(000)

US$2.1bn in Industry

2010

270

2015E

520

2014E

460

2013E

410

2012E

360

2011E

320

CAGR 14.0%

NUMBER OF MEDICAL TOURISTS IN INDIA

AVAILABILITY OF HOSPITAL BEDS

US$2.1BNUS$2.1BN 5

STABLE INCOME WITH STRONG POTENTIAL FOR GROWTH

To enhance the stability of distributions to Unitholders, the Trustee-Manager will enter into forward contracts to hedge up to 100% of the INR cash fl ow it expects to receive for the Forecast Year 2013 and the Projection Year 2014

> Attractive combination of stable returns through income generating assets and upside growth potential> Inorganic growth potential through third party acquisitions and right of fi rst refusal granted by the Sponsor > In-built development pipeline of clinical establishments to boost growth> Capital structure provides fi nancing fl exibility for growth opportunities

FORECAST YEAR

2013(annualised)

PROJECTION YEAR

2014

DISTRIBUTION YIELD

9.1%(1)

8.9%(1)

SIGNIFICANT ORGANIC AND INORGANIC GROWTH POTENTIAL

POTENTIAL BED CAPACITY(2)

CURRENT OPERATIONAL

BEDS (30 JUN 2012)

INSTALLED BED CAPACITY(1)

4,617

3,197

1,782

> Potential capacity expansion at existing hospitals

> Greenfi eld development opportunities within Initial Portfolio

> Sponsors expertise may help execute third-party acquisitions within India and Asia Pacifi c

> Right of fi rst refusal over Sponsors medical and healthcare infrastructure and facilities supports potential acquisition pipeline of assets

Note: (1) Installed bed capacity refers to the maximum number

of beds that can be operated at each hospital without further expansion

(2) Potential bed capacity refers to the maximum number of beds that can operate at each hospital when all planned phases of development are completed

CAPITAL STRUCTURE PROVIDES DEBT HEADROOM FOR GROWTH

MAX DEBT LEVEL

GEARING TARGET

WITH IPO DEBT(1)

WITHOUT IPO DEBT

Debt Headroom

40.0%

60.0%

6.7%

0.8%

> At IPO gearing level will be 6.7%

> Voluntarily adopted gearing limit of 60% and has a target policy of 30 40%

> 25% of the proposed capex to be funded by Sponsors refundable interest-free commitment deposit

Note: (1) Based on drawing down of S$45m SGD loan, assumes

no change to fi rm value post draw down of debt

Note: * With option to renew for 15 years on mutual agreement(1) Base Service Fee as % of total service fee; before

straight lining impact

AGREEMENTS WITH THE SPONSOR PROVIDE UPSIDE EXPOSURE WITH STABILISED RETURNS

> 15 Year Hospital and Medical Services Agreement*

> Fee structure within the Hospital and Medical Services Agreements provides RHT with stabilised returns and the opportunity to participate in the operational growth of the relevant hospitals

> Variable Service Fee: 7.5% of the Fortis Hospitals operating income

> Base Service Fee: Increases 3.0% p.a, revised upward for any capex / expansion

PROJECTION YEAR 2014

64.2

24.0

FORECAST YEAR 2013

(annualised)

63.2

21.3

74.79%(1)

72.79%(1)

Variable Service Fee

Base Service Fee

Legend

(S$ Million)

88.284.5

Note: (1) The forecast and projected results for the Forecast Year 2013 (on an annualised basis) and the Projection Year 2014 are based on the Offering Price and the various assumptions set out in this

Prospectus and is shown after including the effect of the Distribution Waiver

DIVERSIFIED AND STRATEGICALLY LOCATED HEALTHCARE ASSETS

> Large portfolio of strategically located clinical establishments and operating hospitals across India

> Trustee-Manager believes RHTs Initial Portfolio is diffi cult to replicate

> Approximately 4.1 million sq ft of built-up area across 10 cities in close proximity to local population centres and key residential districts

> Located close to major transportation nodes

INITIAL PORTFOLIO VALUED AT S$748m

11 Clinical Establishments S$714m 95.4%

4 Greenfi eld Clinical Establishments commencing operations post FY2014

S$29m 3.9%

2 Operating Hospitals S$5m 0.7%

HIGH PROPORTION OF INITIAL PORTFOLIO IS INCOME GENERATING (% of Initial Portfolio Valuation(1))

Operating Hospitals

0.7%

Clinical Establishments 95.4%

Greenfi eld Clinical Establishments

3.9%

Note: (1) Weighted by asset valuation

FOCUS ON PROVISION OF HIGH-END HEALTHCARE SERVICES (% of Initial Portfolio Valuation(1))

Quaternary32.7%

Secondary3.4%

Tertiary(2)63.8%

Notes: (1) Weighted by asset valuation(2) Includes secondary/tertiary services

400 Potential Bed Capacity Operational: 4QFY2016

Amritsar

Ludhiana

153 Operational Beds 166 Installed Bed Capacity

75 Potential Bed Capacity Operational: 2QFY2015

Faridabad

Jaipur207 Operational Beds 320 Installed Bed Capacity


Mumbai, Mulund

Mumbai, Kalyan




Bengaluru, BG Road

45 Operational Beds45 Installed Bed Capacity

31 Operational Beds31 Installed Bed Capacity

Chennai, Malar

Chennai


45 Potential Bed CapacityOperational: 1QFY2015

Hyderabad

Noida

Kolkata

New Delhi, Shalimar Bagh




Gurgaon

450 Installed Bed Capacity1,000 Potential Bed Capacity

Greater Noida350 Potential Bed Capacity Operational: 4QFY2016

: Clinical Establishments: Greenfield Clinical Establishments

: Operating Hospitals

Bengaluru, Rajajinagar

Bengaluru, Nagarbhavi

COMMITMENT FROM SPONSOR WITH STRONG OPERATING EXPERTISE > Fortis Healthcare is a leading healthcare chain in India

with an established operating track record

> Proven capability to generate strong revenue growth

> 28 percent holding in RHT

EXPERIENCED MANAGEMENT, BOARD AND INVESTMENT ADVISOR> The Trustee Managers Board and management team,

with its investment advisor, Religare Investment Advisors Limited, collectively have a range of commercial experience

> Track record of managing, sourcing and executing acquisitions of healthcare assets

ABOUTRELIGARE HEALTH TRUST RHT

The fi rst business trust with an initial portfolio comprising healthcare assets in India to be listed on the Main Board of the SGX-ST

Investment mandate is principally to invest in medical and healthcare assets and services in Asia, Australasia and emerging markets in the rest of the world. RHT may also develop

medical and healthcare assets

Initial Portfolio comprises 11 Clinical Establishments, four Greenfi eld Clinical Establishments and two Operating Hospitals located across India

ABOUT THE TRUSTEE-MANAGER RELIGARE HEALTH TRUST TRUSTEE MANAGER PTE. LTD.An indirect wholly-owned subsidiary of Religare Enterprises Limited (REL), a diversifi ed fi nancial services group listed on the National Stock Exchange of India Limited and the BSE Limited

Part of RELs multi-boutique asset management business: Religare Global Asset Management (RGAM)

RGAM had over US$13.0 billion in assets under management as at 31 March 2012

ABOUT THE SPONSOR FORTIS HEALTHCARE LIMITED, FORTISAn integrated healthcare delivery provider in the Pan Asia-Pacifi c region with an operating record in excess of 10 years

Current network comprises 73 healthcare delivery facilities spanning 10 countries across the Asia Pacifi c region, including India, Singapore, Australia, New Zealand and Vietnam

Incorporated in India and listed on the National Stock Exchange of India Limited and the BSE Limited

APPLICATIONS FOR THE PUBLIC OFFER MAY BE MADE THROUGH:

ATM AND INTERNET BANKING WEBSITES OF DBS BANK (INCLUDING POSB), OCBC AND UOB (AND ITS SUBSIDIARY FAR EASTERN BANK LIMITED) AND THE MOBILE BANKING PLATFORM OF DBS BANK, OR

PRINTED WHITE APPLICATION FORMS WHICH FORM PART OF THE PROSPECTUS

HOW TO APPLY

OFFER TIMETABLEPLEASE SEE SUMMARY INDICATIVE TIMETABLE FOR MORE INFORMATION

CONTENTS

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

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

CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix

CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . x

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

INFORMATION CONCERNING THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2012. 93

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

BUSINESS AND PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

THE TRUSTEE-MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185

THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211

CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST . . 222

THE FORMATION AND STRUCTURE OF RHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257

CERTAIN AGREEMENTS RELATING TO RHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268

OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN INDIA . . . . . . . . . . . . . . . . . . . 314

TAXATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 319

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 326

i

CLEARANCE AND SETTLEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 334

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336

REPORTING AUDITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 337

INDEPENDENT TAX ADVISER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 338

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339

DEFINED TERMS AND ABBREVIATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 359

APPENDIX A REPORTING AUDITORS REPORT ON THE EXAMINATION OF THE

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT

31 MARCH 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B REPORTING AUDITORS REPORT ON THE PROFIT FORECAST AND

PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1

APPENDIX C INDEPENDENT TAXATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

APPENDIX D INDEPENDENT VALUATION SUMMARY REPORT . . . . . . . . . . . . . . . . . D-1

APPENDIX E INDEPENDENT ENTERPRISE VALUATION SUMMARY REPORT . . . . . . E-1

APPENDIX F INDEPENDENT DISCOUNTED FREE CASH FLOW VALUATION OF

EHIRCL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G INDEPENDENT REPORT ON THE HEALTHCARE INDUSTRY IN THE

ASIA PACIFIC REGION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

APPENDIX H LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF

DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . H-1

ii

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 any of RHT, the

Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint

Bookrunners or the Lead Manager. If anyone provides you with different or inconsistent

information, you should not rely upon it. Neither the delivery of this Prospectus nor any offer,

subscription, sale or transfer made hereunder shall under any circumstances imply that the

information 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 RHT, the Trustee-Manager or

the Common Units since the date 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 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 or 282D 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 such announcements and documents shall be deemed to have

notice of such changes.

None of RHT, the Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue

Managers, the Joint Bookrunners or the Lead Manager or any of their respective affiliates,

directors, officers, employees, agents, representatives or advisers is making any representation

or undertaking to any subscriber of Common Units regarding the legality of an investment by such

subscriber under any legal, investment or similar laws. In addition, this Prospectus is issued solely

for the purpose of the Offering and prospective investors in the Common Units should not construe

the contents of this Prospectus as legal, business, financial or tax advice. Investors should be

aware that they may be required to bear the financial risks of an investment in the Common Units

for an indefinite period of time. Investors should consult their own professional advisers as to the

legal, business, financial or tax and related aspects of an investment in the Common Units.

By applying for the Common Units on the terms and subject to the conditions in this Prospectus,

each investor in the Common Units represents and warrants that, except as otherwise disclosed

to the Trustee-Manager, the Sole Financial Adviser, the Joint Issue Managers, Joint Bookrunners

or the Lead Manager in writing, he is not (i) a Director or substantial shareholder/Unitholder (as

the case may be) of RHT, the Trustee-Manager or the Sponsor, (ii) an associate of any of the

persons mentioned in (i), or (iii) a connected client of any of the Sole Financial Adviser, the Joint

Issue Managers, Joint Bookrunners or the Lead Manager or lead broker or distributor of the

Common Units.

iii

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

availability, during office hours, from:

CIMB Securities (Singapore)

Pte. Ltd.

DBS Bank Ltd. Nomura Securities Singapore

Pte. Ltd.

50 Raffles Place

CIMB Investment Centre

#01-01, Singapore Land Tower

Singapore 048623

12 Marina Boulevard

Level 46

DBS Asia Central

@ Marina Bay Financial Centre

Tower 3

Singapore 018982

10 Marina Boulevard

#36-01, Marina Bay Financial

Centre Tower 2

Singapore 018983

Religare Capital Markets (Singapore)

Pte. Limited

Standard Chartered Securities (Singapore)

Pte. Limited

80 Raffles Place

43rd Floor UOB Plaza 1

Singapore 048624

8 Marina Boulevard

Level 19, Marina Bay Financial Centre

Tower 1

Singapore 018981

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

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

SGX-ST website: .

The distribution of this Prospectus and the offering, subscription, sale or transfer of the Common

Units in certain jurisdictions may be restricted by law. RHT, the Trustee-Manager, the Sponsor, the

Sole Financial Adviser, the Joint Issue Managers, the Joint Bookrunners and the Lead Manager

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 RHT, the

Trustee-Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint

Bookrunners and the Lead Manager. This Prospectus does not constitute, and the Trustee-

Manager, the Sponsor, the Sole Financial Adviser, the Joint Issue Managers, the Joint

Bookrunners and the Lead Manager are not making, an offer of, or an invitation to subscribe for

or purchase, any of the Common Units in any jurisdiction in which such offer or invitation would

be unlawful. Persons to whom a copy of this Prospectus has been issued must 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.

The Common Units have not been, and will not be, registered under the U.S. Securities Act or any

United States state securities laws. Unless so registered, the Common Units may not be offered

or sold within the United States except pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the U.S. Securities Act and applicable United States

state securities laws. The Common Units are being offered or sold outside the United States in

reliance on Regulation S. Each purchaser of the Common Units hereby in making its purchase will

be required to make or will be deemed to have made certain acknowledgements, representations

and agreements. There will be no public offering of the Common Units in the United States.

The total number of Common Units in issue immediately after the completion of the Offering will

be 567,455,000 Common Units.

iv

FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute forward-looking statements. All statementsother than statements of historical facts included in this Prospectus, including those regardingfuture financial position and results, business strategy, plans and objectives of management forfuture operations (including development plans and dividends) and statements on future industrygrowth are forward-looking statements. This Prospectus also contains forward-looking financialinformation in Profit Forecast and Profit Projection. These forward-looking statements andfinancial information involve known and unknown risks, uncertainties and other factors that maycause the actual results, performance or achievements of RHT, the Trustee-Manager or theSponsor, or industry results, to be materially different from any future results, performance orachievements expressed or implied by these forward-looking statements and financialinformation. These forward-looking statements and financial information are based on numerousassumptions regarding the Trustee-Managers present and future business strategies and theenvironment in which RHT, the Trustee-Manager and the Sponsor will operate in the future.Because these statements and financial information reflect the Trustee-Managers current viewsconcerning 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 undue reliance onthese forward-looking statements.

The important factors that could cause RHTs actual results, performance or achievements todiffer materially from those in the forward-looking statements and financial information include, butare not limited to:

RHTs dependence on the Sponsor as a hospital operator;

legal uncertainties and defects as to title over land;

the ability of the Hospital Services Companies to obtain all necessary licences, permits andapprovals;

RHT successfully completing the development of the medical and healthcare infrastructureand facilities under development or to be developed;

increasing competition in the industry in Asia, Australasia and other markets in which theRHT Group operates or may operate;

compliance with safety, health, environmental and other regulations in India or elsewhere;

general global, regional and local political, economic and social conditions, in India orelsewhere;

regulatory developments and changes in the healthcare market industry in which RHToperates in India or elsewhere;

changes in government regulations and policies, including tax or licensing laws, in thejurisdictions where RHT operates now or in the future;

the ability of the Trustee-Manager to successfully execute the business strategies andinvestment mandate of RHT;

changes in the need for capital and the availability of financing and capital to fund theseneeds;

the loss of key personnel of the Trustee-Manager or in the entities in the RHT Group and theinability to replace such personnel on a timely basis or on terms acceptable to theTrustee-Manager or RHT;

v

foreign currency exchange rate fluctuations, including fluctuations in the exchange rates of

currencies that are used in the business of RHT such as the Singapore dollar and the Indian

Rupee;

general volatility of the capital markets;

other factors beyond the control of RHT; and

other matters not yet known to RHT.

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, Distributions, and Business and Portfolio. These forward-looking

statements and financial information speak only as at the date of this Prospectus. The

Trustee-Manager expressly disclaims any obligation or undertaking to release publicly any

updates of or revisions to any forward-looking statement or financial information contained herein

to reflect any change in the Trustee-Managers expectations 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 and/or the rules of the SGX-ST and/or any

other relevant regulatory or supervisory body or agency.

vi

CERTAIN DEFINED TERMS AND CONVENTIONS

RHT will publish its financial statements in Singapore dollars. In this Prospectus, references to

S$ or Singapore dollars and Singapore cents are to the lawful currency of the Republic of

Singapore, references to `, Rupees, INR or Indian Rupees are to the lawful currency of the

Republic of India, references to US$, USD or US dollars are to the lawful currency of the

United States of America and references to MUR or Mauritian Rupees are to the lawful

currency of the Republic of Mauritius. For the readers convenience, except where the exchange

rate between the Indian Rupee and the Singapore dollar is expressly stated otherwise, certain

Indian Rupee amounts in this Prospectus have been translated into Singapore dollars based on

the fixed exchange rate of `43.552 = S$1.001 which is the 18 October 2012 forward rate as at 21

September 2012. However such translations should not be construed as representations that

Indian Rupee amounts have been, could have been or could be converted into Singapore dollars

at that or any other rate (see Exchange Rate Information).

Capitalised terms used in this Prospectus shall have the meanings set out in the Defined Terms

and Abbreviations.

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

the assumption that the Listing Date is 1 October 2012. Such forecast and projected yields and

yield growth will vary accordingly, given the Listing Date will be after 1 October 2012, or for

investors who purchase Common Units 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 listed

amounts and totals thereof are due to rounding. Save in the case of ` and S$ which are rounded

to the nearest thousand and percentages which are rounded to one decimal place, where

applicable, figures are rounded to the nearest whole number. Measurements in square metres

(sq m) are converted to sq ft and vice versa based on the conversion rate of 1.0 sq m = 10.7639

sq ft. Measurements in acres are converted to sq ft and vice versa based on the conversion rate

of 1.0 acre = 43,560 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.

1 Source: Bloomberg L.P.. Bloomberg L.P. has not provided its consent, for purposes of Section 282I of the

SFA, to the inclusion of the information extracted from the relevant report published by it and therefore is not

liable for such information under Sections 282N and 282O of the SFA. While the Trustee-Manager, the Sole

Financial Adviser, the Joint Issue Managers, the Joint Bookrunners and the Lead Manager have taken

reasonable actions to ensure that the information from the relevant report published by Bloomberg L.P. is

reproduced in its proper form and context, and that the information is extracted accurately and fairly from

such report, neither the Trustee-Manager, the Sole Financial Adviser, the Joint Issue Managers, the Joint

Bookrunners and the Lead Manager nor any other party has conducted an independent review of the

information contained in such report nor verified the accuracy of the contents of the relevant information.

vii

References herein to India are to the Republic of India.

References herein to the Singapore Companies Act are to the Companies Act, Chapter 50 of

Singapore. References herein to the Indian Companies Act are to The (Indian) Companies Act

1956, as amended.

References herein to the Latest Practicable Date are to 18 September 2012, which is the latest

practicable date prior to the lodgement of this Prospectus with the Authority.

viii

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. The Trustee-Manager has commissioned Frost

and Sullivan India Private Limited to prepare the Independent Report on the Healthcare Industry

in the Asia Pacific Region (see Appendix G Independent Report on the Healthcare Industry in

the Asia Pacific Region). The purpose of the report is to provide an independent overview on the

healthcare industry in India and other selected countries in the Asia Pacific region. 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 information. While the Trustee-Manager has taken reasonable steps to

ensure that the information is extracted accurately and in its proper context, the Trustee-Manager

has not independently verified any of the data from third party sources or ascertained the

underlying economic assumptions relied upon therein. Consequently, none of RHT, the Trustee-


Bookrunners or the Lead Manager makes any representation as to the accuracy of 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.

The Trustee-Manager has appointed Cushman & Wakefield VHS Pte. Ltd. as the valuer for the

Initial Portfolio (as defined herein) (the Independent Valuer) (see Appendix D Independent

Valuation Summary Report). The Trustee-Manager has appointed Grant Thornton Corporate

Finance Pte. Ltd. as the second valuer for the Initial Portfolio (the Independent Enterprise

Valuer) (see Appendix E Independent Enterprise Valuation Summary Report). The Trustee-

Manager and Kanishka Healthcare Limited have appointed Corporate Professionals Capital

Private Limited as the valuer for the equity shares of Escorts Heart Institute and Research Centre

Limited (the Independent EHIRCL Valuer) (see Appendix F Independent Discounted Free

Cash Flow Valuation of EHIRCL).

ix

CORPORATE INFORMATION

Trustee-Manager of RHT

Registered Office

Religare Health Trust Trustee Manager Pte. Ltd.

9 Battery Road

#15-01 Straits Trading Building

Singapore 049910

Principal Place of Business 80 Raffles Place

#11-20 UOB Plaza 2

Singapore 048624

Sole Financial Adviser Standard Chartered Securities (Singapore) Pte.

Limited

8 Marina Boulevard

Level 19, Marina Bay Financial Centre Tower 1

Singapore 018981

Joint Issue Managers

(in alphabetical order)

Nomura Singapore Limited

10 Marina Boulevard

#36-01, Marina Bay Financial Centre Tower 2

Singapore 018983

Religare Capital Markets Corporate Finance Pte.

Limited

80 Raffles Place


Singapore 048624

Standard Chartered Securities (Singapore) Pte.

Limited

8 Marina Boulevard


Singapore 018981

Joint Global Coordinators,

Bookrunners and Underwriters

(in alphabetical order)

CIMB Securities (Singapore) Pte. Ltd.

50 Raffles Place

#19-00 Singapore Land Tower

Singapore 048623

DBS Bank Ltd.

12 Marina Boulevard

Level 46 DBS Asia Central

@ Marina Bay Financial Centre Tower 3

Singapore 018982

Nomura Securities Singapore Pte. Ltd.

10 Marina Boulevard

#36-01, Marina Bay Financial Centre Tower 2

Singapore 018983

Religare Capital Markets (Singapore) Pte. Limited

80 Raffles Place


Singapore 048624

x

Standard Chartered Securities (Singapore) Pte.

Limited

8 Marina Boulevard


Singapore 018981

Lead Manager Citigroup Global Markets Singapore Pte. Ltd.

8 Marina View

#21-00 Asia Square Tower 1

Singapore 018960

Coordinator of the Public Offer CIMB Securities (Singapore) Pte. Ltd.

50 Raffles Place


Singapore 048623

Legal Adviser to the Offering,

and to the Trustee-Manager and

the Sponsor as to Singapore Law

Rajah & Tann LLP

9 Battery Road

#25-01 Straits Trading Building

Singapore 049910

Legal Adviser to the

Trustee-Manager and

the Sponsor as to Indian Law

Amarchand & Mangaldas & Suresh A. Shroff & Co.

Peninsula Chambers

Peninsula Corporate Park

Ganpatrao Kadam Marg

Lower Parel, Mumbai 400 013

India

Legal Adviser to the Trustee-

Manager as to Property Title to

the Initial Portfolio under

Indian Law

Vaish Associates Advocates

106, Peninsula Centre

Dr. S. S. Rao Road

Parel, Mumbai 400 012

India

Legal Adviser to the Joint Issue

Managers, the Joint Global

Coordinators, Bookrunners and

Underwriters and the Lead Manager

as to Singapore Law

Allen & Gledhill LLP

One Marina Boulevard #28-00

Singapore 018989





as to US Federal Securities Law

Linklaters Singapore Pte. Ltd.

One George Street #17-01

Singapore 049145





as to Indian Law

Luthra & Luthra Law Offices

103, Ashoka Estate

Barakhamba Road

New Delhi 110 001

India

Reporting Auditor Ernst and Young LLP

One Raffles Quay

North Tower, Level 18

Singapore 048583

xi

Independent Tax Adviser PricewaterhouseCoopers Services LLP

8 Cross Street

#17-00 PWC Building

Singapore 048424

Independent Valuer Cushman & Wakefield VHS Pte. Ltd.

3 Church Street

#09-03 Samsung Hub

Singapore 049483

Independent Enterprise Valuer Grant Thornton Corporate Finance Pte. Ltd.

47 Hill Street

#05-01 Singapore Chinese Chamber of

Commerce & Industry Building

Singapore 179365

Independent EHIRCL Valuer Corporate Professionals Capital Private Limited

D-28, South Extension Part-1,

New Delhi 110 049

India

Independent Industry Consultant Frost and Sullivan India Private Limited

101, Prestige Loka Building, First Floor

7/1, Brunton Road, Bangalore

Karnataka India

Principal Bankers Standard Chartered Bank

8 Marina Boulevard Level 25

Marina Bay Financial Centre Tower 1

Singapore 018981

Citigroup Global Markets Singapore Pte. Ltd.

8 Marina View


Singapore 018960

DBS Bank Ltd.

12 Marina Boulevard

Level 46 DBS Asia Central

@ Marina Bay Financial Centre Tower 3

Singapore 018982

Receiving Bank Citibank NA, Singapore Branch

8 Marina View


Singapore 018960

Unit Registrar and

Unit Transfer Office

Boardroom Corporate & Advisory Services Pte. Ltd.

50 Raffles Place


Singapore 048623

xii

SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed

information contained in or referred to elsewhere in this Prospectus. The meanings of terms not

defined in this overview can be found in Defined Terms and Abbreviations or in the trust deed

of RHT (Trust Deed). A copy of the Trust Deed can be inspected at the registered office of the

Trustee-Manager, which is located at 9 Battery Road, #15-01 Straits Trading Building, Singapore

049910.

Statements contained in this summary that are not historical facts may be forward-looking

statements. Such statements are based on certain assumptions and are subject to certain risks,

uncertainties and assumptions that could cause actual results of RHT to differ materially from

those forecasted or projected in this Prospectus (see Forward-Looking Statements). Under no

circumstances should the inclusion of such information herein be regarded as a representation,

warranty or prediction of the accuracy of the underlying assumptions by RHT, the Trustee-


Bookrunners or the Lead Manager or any other person or that these results will be achieved or are

likely to be achieved. Investing in the Units involves risks. Prospective investors are advised not

to rely solely on this summary, but should read this Prospectus in its entirety and, in particular, the

sections of this Prospectus from which the information in this summary is extracted and Risk

Factors to better understand the Offering and RHTs businesses and risks.

OVERVIEW OF RHT

RHT is the first business trust with an initial portfolio comprising healthcare assets in India to be

listed on the Main Board of the SGX-ST.

RHTs investment mandate is principally to invest in medical and healthcare assets and services

in Asia, Australasia and emerging markets in the rest of the world. RHT may also develop medical

and healthcare assets. It is expected that the medical services will be provided directly by RHT

or in collaboration with third parties. Whilst the Trustee-Manager currently has no intention of

owning and fully operating and managing hospitals other than the Operating Hospitals (as defined

herein), if RHT in the future wishes to own and fully operate and manage hospitals other than the

Operating Hospitals, the Trustee-Manager will obtain Unitholders approval prior to undertaking

such an investment (see Business and Portfolio Overview Key Information on the Initial

Portfolio for more information).

The Trustee-Managers key objective is to provide Unitholders with an attractive rate of return for

their investment through stable and regular distributions to Unitholders and to achieve long term

growth in distributions and net asset value (NAV).

RHTs initial portfolio comprises 11 clinical establishments held by RHT (RHT Clinical

Establishments), four clinical establishments to be developed (Greenfield Clinical

Establishments) and two hospitals managed and operated by RHT (Operating Hospitals)

located across India (Initial Portfolio), with an aggregate value of `32,577 million (S$748.0

million), based on the valuation by the Independent Valuer.1 The Independent Enterprise Valuer

has valued the Initial Portfolio of RHT at between `33,000 million (S$757.7 million) and `34,000

million (S$780.7 million).2

1 The Initial Portfolio was valued by Cushman & Wakefield VHS Pte. Ltd. as at 30 June 2012. See Appendix

D Independent Valuation Summary Report. In addition, please refer to Summary Initial Portfolio for

the valuation of each asset comprised in the Initial Portfolio.

2 The Initial Portfolio was valued by Grant Thornton Corporate Finance Pte. Ltd. as at 31 August 2012. See

Appendix E Independent Enterprise Valuation Summary Report.

1

There are operational hospitals providing secondary, tertiary and quaternary healthcare services

to patients, in various specialised fields, including cardiac sciences, neurosciences, orthopaedics,

renal sciences, gastroenterology and oncology at 10 of the 11 RHT Clinical Establishments

(Fortis Hospitals). Trial runs have commenced for the RHT Clinical Establishment located in

Gurgaon (Gurgaon Clinical Establishment) and it will be operated as a multi-specialty tertiary

hospital offering various specialised fields including trauma, paediatrics, oncology, cardiac

sciences, gynaecology and orthopaedics. The Hospital and Medical Services Agreement in

respect of the Gurgaon Clinical Establishment took effect on 1 August 2012. The Greenfield

Clinical Establishments are located in Chennai, Ludhiana, Hyderabad and Greater Noida.

Pursuant to the Hospital and Medical Services Agreements, the Hospital Services Companies will

provide Clinical Establishment Services1 (as defined herein) at the RHT Clinical Establishments,

for and behalf of the Fortis Operating Companies, who will run the Fortis Hospitals for providing

healthcare services to the patients, at the relevant RHT Clinical Establishments.

RHT, through its subsidiaries FHML and KHL, also holds the Operating Hospitals providing

secondary healthcare in Bengaluru, Nagarbhavi and Bengaluru, Rajajinagar, the land and building

of which are leased/sub-leased to FHML and KHL respectively. The two Operating Hospitals are

operated and managed by FHML and KHL.

The implied cost of the Initial Portfolio is `31,327 million (S$719.3 million), based on the Offering

Price after taking into account the Sponsors Unitholdings after the Offering.

RHT will, within three business days of the Listing Date, through its wholly-owned subsidiary, KHL,

complete its subscription for compulsorily convertible preference shares (CCPS) in Escorts

Heart Institute and Research Centre Limited (EHIRCL) for an aggregate amount of `3,000 million

(S$68.9 million)(CCPS Subscription). The aggregate amount of `3,000 million (S$68.9 million)

is included in the `31,327 million (S$719.3 million) implied cost of the Initial Portfolio.

RHT is sponsored by Fortis Healthcare Limited (Fortis or the Sponsor), an integrated

healthcare delivery provider in the Pan Asia-Pacific region. RHT is managed by Religare Health

Trust Trustee Manager Pte. Ltd. (the Trustee-Manager), which is part of the Religare Group, a

diversified financial services group.

1 (i) providing specific out-patient and day care medical and healthcare services and radiology and imaging

diagnostic services to patients at the Fortis Hospital, for and on behalf of the Fortis Operating Company, (ii)

maintaining and operating a RHT Clinical Establishment to allow the Fortis Operating Company to run a Fortis

Hospital for providing healthcare services to patients, and (iii) establishing and setting up and providing

services and facilities which are ancillary to the operation and management of a hospital.

2

KEY INVESTMENT HIGHLIGHTS

The Trustee-Manager believes that an investment in RHT offers the following attractions to

Unitholders:

(A) Exposure to the Indian Healthcare Sector Growing Market for Healthcare Services

The private healthcare sector outlook in India is positive due to the following reasons:

(1) Large and Growing Population and Changing Demographics

India is the second most populous country in the world with a population of 1.2 billion

(approximately 17.3% of the worlds population) in 2011.1 Indias population is projected

to grow by 1.0% to 1.5% annually going forward and is expected to surpass the Peoples

Republic of China as the worlds most populous nation by 2030.1

In addition, due to the gradual increase in life expectancy, Frost and Sullivan India

Private Limited, the independent industry consultant (F&S or the Independent

Industry Consultant) has projected the proportion of aged population (defined as

population aged 65 years and above) in India to increase from 5.0% in 2010

(approximately 58.1 million people) to 5.2% (approximately 65.0 million people) in

2015.1

This large and growing population would provide a sizable base demand for healthcare

services in India. The ageing population would also increase the expected growth in

demand for healthcare services in India.

(2) Growing Economy and Rising Affluence in India

India recorded a GDP growth of 4.8% in 2011 and its GDP is estimated to grow at a

compound annual growth rate (CAGR) of 9.2% from US$1.7 trillion in 2011 to US$2.4

trillion in 2015.1 Indias GDP per capita is also projected to increase at a CAGR of 7.8%

over the same period from US$1,389 in 2011 to US$1,875 in 2015.1 The rising national

income, coupled with an expected increase in the proportion of healthcare expenditure

relative to other household expenditures from 7.5% in 2005 to 10.0% in 20152 is

expected to translate into higher healthcare spending in India.

Further, the growing economy is driving expansion in the upper middle class segment

(defined as households with an annual income of between US$2,500 and US$13,000)

which is now estimated to account for nearly 60.0% of the Indian population in 2011,

compared to approximately 50.0% of the Indian population in 2007.3 This growth in the

upper middle class segment as well as an increased awareness of health-related issues

is likely to lead to an increase in healthcare-related discretionary expenditure.

1 See Appendix G Independent Report on the Healthcare Industry in the Asia Pacific Region, Section 2.1.1

prepared by the Independent Industry Consultant.





3

Indian GDP Forecast (US$ billion)

2011 2015E

Indian Household Expenditure Overview

2005 2015E

1,6761,779

1,9622,164

2,385

2011 2012E 2013E 2014E 2015E

6.8% 5.2%

32.0%

6.5%

5.5%

13.0%

13.0%

9.5%

14.0%19.0%

4.7% 5.8%

40.0%

7.5%

10.0%7.5%

E51025002

Others Food, Beverages & Tobacco

Apparel Housing and Utilities

Personal Products Service Transportation

Education & Recreation Healthcare

Source: F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia Pacific

Region, Sections 2.1.1B and 2.1.2.2 prepared by the Independent Industry Consultant.

The Trustee-Manager therefore believes that the growing Indian economy will support

a sustained growth in healthcare demand and in particular, demand for healthcare

services offered by the private sector in secondary, tertiary and quaternary healthcare

services.

(3) Increasing Incidence of Non-Communicable Diseases in India

Non-communicable diseases (NCDs) such as coronary heart diseases, cancer and

diabetes have become a leading cause of death, morbidity and disability in the Asia

Pacific region.1 Some of the key factors contributing to the increase in these chronic

diseases include changing demographics, unhealthy diet, physical inactivity and

increasing intake of tobacco and alcohol.1 In India, the incidence of coronary heart

diseases, cancer and diabetes is expected to affect 62.0 million people (4.9% of the

population), 2.5 million people (0.2% of the population) and 46.0 million people (3.7%

of the population) respectively in 2015, compared to 36.0 million people (3.3% of the

population), 2.0 million (0.2% of the population) and 31.0 million people (2.8% of the

population) affected respectively in 2005.2

Breakdown of Hospitalisation Cases by Specialty Diseases in India

(Percentage of Hospitalisation Cases)

Acute Diseases

54.7%

9.0% 5.0% 2.0%9.8%3.0%

2.8%3.9%4.0%5.1% 0.7%

11.2%

6.0% 5.0%7.4%

42.0%

13.0%

2.0%1.7% 2.2% 1.7%7.8%

Acute

Infe

ctio

ns

Ort

hopedic

s

and

Rheum

ato

logy

Ear,

Nose

Thro

at, E

ye

and S

kin

Asth

ma

Oth

er

Circula

tory

Dis

eases

Heart

Dis

eases

Centr

al

Nerv

ous

Syste

m

Dis

ord

ers

Dia

bete

s

Cancer

Accid

ents

&

Em

erg

encie

s

Oth

ers

2001 2012E

Non-Communicable Diseases srehtO


Region, Section 2.1.1C prepared by the Independent Industry Consultant.

1 In selected countries as listed in the report by the Independent Industry Consultant. See Appendix G

Independent Report on the Healthcare Industry in the Asia Pacific Region, Section 1.2.2 prepared by the

Independent Industry Consultant.



4

In addition to the projected growth in patient volumes, a higher incidence of NCDs

would also result in an increase in the average revenue per treatment at hospitals as

costs of treatment of NCDs are typically higher relative to treatment of communicable

diseases.1 The Trustee-Manager therefore believes that the increasing incidence of

NCDs will be a key factor in driving healthcare expenditure in India.

(4) Increasing Affordability of Healthcare Services in India

The health insurance market is one of the fastest growing segments in Indias general

insurance industry.1 As of 2010, approximately 240 million to 250 million people in the

country (20.5% to 21.3% of the population) were covered by insurance and other forms

of health protection, which pays for nearly 10.0% of all hospitalisation expenditure in the

country.1 The Independent Industry Consultant expects that the Indian health insurance

market will continue to expand, with an increase in insurance coverage, and has

projected that total insurance premiums paid will increase at a CAGR of 27.0% from

US$1,844 million in 2010 to US$6,081 million in 2015.1

Indian Health Insurance Market (Total Insurance Premiums)

(US$ million)

1,8442,360

3,021

3,867

4,865

6,081

2010 2011E 2012E 2013E 2014E 2015E

CAGR of 27.0%


Region, Section 2.2.1.4 prepared by the Independent Industry Consultant.

The increasing prevalence of health insurance is expected to make quality healthcare

services provided by private hospitals (including chains of hospitals run by professional

healthcare groups (corporate hospitals)) in India more affordable and boost

healthcare expenditures per household.2 Currently, health insurance accounts for

25.0% to 30.0% of the total revenue for corporate hospitals in Tier I Cities.1 With the

increasing awareness of insurance with extended coverage across various healthcare

services including dental care and outpatient surgery, it is estimated that health

insurance is likely to account for nearly 40.0% of corporate hospital revenues by 2015.1





5

(5) Growth in Medical Tourism Industry in Asia Pacific including India

It is expected that the medical tourism industry in the Asia Pacific region will grow

rapidly, with the number of medical tourists visiting the Asia Pacific region to increase

by approximately 15.0% to 20.0% annually to 2015 due to various factors1 , including,

but not limited to:

increasing adoption of sophisticated medical technology;

rising affluence of the middle income class population seeking quality medical

care;

availability of skilled doctors and para-medical staff;

increasing willingness of patients to travel overseas to access specialised

treatments which are not available in hospitals in their home countries;

expected shorter waiting times relative to western countries for elective surgeries;

and

availability of cost effective treatment.

Comparison of Cost of Selected Commonly Done Surgeries in India, USA and other

Key Medical Hubs in the Asia Pacific Region

(US$000) India USA Malaysia Thailand Singapore

Heart Bypass

Surgery

6.7 9.3 80.0 120.0 9.0 10.0 10.0 12.0 16.5 18.5

Angioplasty 7.0 8.2 55.0 60.0 10.0 11.0 10.0 11.0 11.0 12.5

Hip

Replacement

5.2 6.5 42.0 45.0 10.0 11.0 9.0 10.5 12.1 15.0

Hysterectomy 2.5 5.0 18.0 20.0 3.0 4.0 4.0 5.0 5.0 6.0

Knee

Replacement

5.0 6.5 40.0 45.0 8.0 9.0 9.0 10.0 12.0 15.0


Region, Section 1.2.4A prepared by the Independent Industry Consultant.



6

It is expected that Indias medical tourism market will grow more than 30.0% annually

to become a US$2.1 billion industry by 2015.1 The Independent Industry Consultant has

also estimated the number of medical tourists visiting India to increase at a CAGR of

14.0% from 270,000 per annum in 2010 to 520,000 per annum in 2015.1

Projected Growth in the Number of Medical Tourists in India

270,000

320,000360,000

410,000

460,000

520,000

2010 2011E 2012E 2013E 2014E 2015E

CAGR of 14.0%

Source: F&S. See Appendix G Independent Report on the Healthcare Industry in the Asia PacificRegion, Section 2.2.1.2 prepared by the Independent Industry Consultant.

The Trustee-Manager therefore believes that the growing medical tourism market will

benefit RHT, which is well-positioned to offer medical treatment and services demanded

by such medical tourists through the Fortis Hospitals operated (or to be operated) by the

Sponsor Group at the RHT Clinical Establishments and the Greenfield Clinical

Establishments, and the Operating Hospitals operated by RHT.

(6) Under-served Indian Healthcare Market

While there is a strong demand for healthcare services in India, there is a chronic

shortfall of healthcare infrastructure within India to meet such demand. India currently

accounts for nearly 6.0% of the worlds hospital beds but shares 20.0% of the worlds

disease burden.2 Availability of qualified healthcare personnel is also a major challenge

in India with the density of doctors and nurses being significantly lesser than the global

average.3

Density of Healthcare Manpower in India

(Per 1,000 People in 2010)

Availability of Hospital Beds

(Per 1,000 People in 2011)

0.5

1.31.4

2.8

Doctors Nurses

India Global Average

0.9

4.0

India World Health Organisations

Guideline


Region, Section 2.1.3.3A and 2.1.3.3 prepared by the Independent Industry Consultant.







7

Based on estimates by the Independent Industry Consultant, India needed an additional

1.0 million doctors and 1.8 million nurses in 2010 to achieve the global average density

of doctors and nurses.1 As of 2011, India is 3.7 million hospital beds short of meeting

the World Health Organisations recommendation of providing four beds per 1,000

people.2

Given the shortfall of healthcare infrastructure in India, the Trustee-Manager is of the

opinion that there will be demand for the healthcare services provided at the RHT

Clinical Establishments and the Operating Hospitals held by RHT.

(7) Government Initiatives to Promote the Indian Private Healthcare Market

Existing investments in Indias public healthcare infrastructure are inadequate to meet

the healthcare needs of the country.2 To address this problem, the Government of India

has been encouraging the participation of players in the healthcare sector to provide

quality healthcare through public-private partnerships, tax incentives and subsidies

among other schemes.3 The Government of India is also actively promoting the health

insurance market to make private healthcare more affordable to the public.4

The Trustee-Manager therefore expects RHT to benefit from the potential growth of the

Indian private healthcare segment.

(B) Diversified Portfolio of Medical and Healthcare Assets and Services across India

The Trustee-Manager believes RHTs portfolio of RHT Clinical Establishments, Greenfield

Clinical Establishments and Operating Hospitals is difficult to replicate.

(1) A Large Portfolio of Strategically Located Clinical Establishments and Operating

Hospitals in India

As at 30 June 2012, the Initial Portfolio had a total land area of approximately 2.8 million

sq ft, 1,782 Operational Beds (as defined herein) and an Installed Bed Capacity (as

defined herein) of 3,197 beds.

The bed capacity in the Initial Portfolio can be further increased, with the Gurgaon

Clinical Establishment having a Potential Bed Capacity (as defined herein) of 1,000

beds and the Greenfield Clinical Establishments having a combined Potential Bed

Capacity of 870 beds.









8

In addition, the RHT Clinical Establishments, the Greenfield Clinical Establishments

and the Operating Hospitals are located across ten major cities in India and are in close

proximity to local population centres, key residential districts and major transportation

nodes.

400 Potential Bed Capacity

Operational: 4QFY2016

Amritsar

Ludhiana

153 Operational Beds

166 Installed Bed Capacity



Faridabad

Jaipur





Mumbai, Mulund

Mumbai, Kalyan



44 Operational Beds




Bengaluru, BG Road

45 Operational Beds


31 Operational Beds

31 Installed Bed CapacityChennai, Malar

Chennai





Hyderabad

Noida

Kolkata

New Delhi, Shalimar Bagh







Gurgaon


1,000 Potential Bed Capacity

Greater Noida



: Clinical Establishments

: Greenfield Clinical Establishments

: Operating Hospitals

Bengaluru, Rajajinagar

Bengaluru, Nagarbhavi

Source: Fortis Healthcare Limited.

9

(2) RHT Clinical Establishments and Operating Hospitals Offering Range of Services

The RHT Clinical Establishments operated by the Sponsor Group and the OperatingHospitals operated by RHT offer a range of healthcare services to patients. The tablebelow shows the range of services provided by these hospitals:

Key Services Offered

Cardiac

Sciences

Neuro-

sciences Orthopaedics

Renal

Sciences

Gastro-

enterology Oncology

Amritsar u u u u u

Bengaluru,

BG Road

u u u u

Chennai, Malar u u u u

Faridabad u u u u u

Jaipur u u u u u

Kolkata u u u u

Mumbai, Kalyan u u u u

Mumbai, Mulund u u u u u

New Delhi,

Shalimar Bagh

u u u u u

Noida u u u u u u

Bengaluru,

Rajajinagar

u

(non-invasive)

u u u u

Bengaluru,

Nagarbhavi

u

(non-invasive)

u u u u


(C) Sponsors Strong Operating Expertise in Developing and Managing HospitalBusinesses and Clinical Establishments

(1) A Leading Healthcare Chain in India1 with an Established Operating Track Record

The Sponsor is an integrated healthcare delivery provider in the Pan Asia-Pacific regionwith an operating record in excess of 10 years. The Sponsors current network has 73healthcare delivery facilities with a potential bed capacity of approximately 12,000 bedsand more than 600 primary care centres, 194 specialty day care centres, over 230diagnostic centres and a base of over 23,000 employees, giving it an integratedhealthcare delivery network spanning 10 countries across the Asia Pacific region,including India, Singapore, Australia, New Zealand and Vietnam. In India, the Sponsorhas a network of 66 healthcare delivery facilities, including 32 operating hospitals, threeday care centres and 18 satellite and heart command centres located in public andprivate hospitals and 13 hospital projects which are under development or aregreenfield land sites and which are not yet operational.

The Sponsor has received accreditations and certifications for certain of its hospitalsfrom the Joint Commission International (JCI) based in the United States of America,National Accreditation Board for Hospitals and Healthcare Providers (NABH) in India,National Accreditation Board for Testing and Calibration Laboratories (NABL) in Indiaand the International Organisation for Standardisation (ISO) Standards 9001 and14001.



10

(2) Proven Capability to Generate Strong Revenue Growth

Revenue from the Sponsors healthcare business grew at a CAGR of 52.7% fromFY2008 to FY2012, driven by successful acquisitions, improved utilisation rates,improving occupancy, decreasing average length of stay for in-patient care and itscontinued focus on high-end healthcare services and specialisation mix.

Sponsors Healthcare Business Operating Revenue (S$ million)(1)

FY2008 FY2009 FY2010 FY2011 FY2012

126151 227

342

685


Note:

(1) Based on an exchange rate of S$1.00:`43.552.

(3) Sponsors Track Record in Developing Healthcare Facilities

The Sponsors network of hospitals has grown significantly since 2001, reflecting itsexperience and capabilities in building greenfield hospitals, acquiring third partyhospitals and operating third party owned assets.

Certain milestones and examples of the Sponsors track record are outlined below:

2012

2011

2010

2009

2008

2005

2004

2001

Acquired Fortis Healthcare

International whose portfolio

includes seven international

hospitals

Acquired 85% in RadLink-Asia, an

outpatient diagnostic and molecular

imaging chain in Singapore

Commenced operations at two

greenfield projects at New Delhi,

Shalimar Bagh and Kolkata; Also

launched an Oncology wing at

Mulund, Mumbai

Acquired 10 hospitals from

Wockhardt Hospitals Limited

Commissioning of

hospital at Noida

Started first hospital at

Punjab, Mohali

Acquired 72% stake in Super Religare

Laboratories (Southeast Asias largest

diagnostics laboratory network)

Acquired 24% stake in Parkway Holdings Limited.

Subsequently divested stake in the same year.

Acquired four hospitals located in Delhi, Amritsar and Faridabad

from Escorts Heart Institute and Research Centre Limited

Acquired hospital at Chennai, Malar


New Delhi, Shalimar Bagh Clinical Establishment: The Sponsor commencedoperations in September 2010 at the hospital in New Delhi, Shalimar Bagh. Thehospital has an Installed Bed Capacity of 350 beds and will have an eventualcapacity of 550 beds when all planned phases of development are completed. Thehospital offers super-specialty healthcare services in cardiac sciences,neurosciences, renal sciences, orthopaedics, obstetrics and gynaecology.

Gurgaon Clinical Establishment: The Gurgaon Clinical Establishment hascommenced trial runs and will be operated as a multi-specialty tertiary hospitalthat will focus on trauma, paediatrics, oncology, cardiac sciences, gynaecologyand orthopaedics as Centres of Excellence. The facility will be equipped withthree heart command centres, 20 modular operation theatres and a stem celllaboratory when all planned phases of development are completed. The GurgaonClinical Establishment currently has an Installed Bed Capacity of 450 beds and willhave an eventual capacity of 1,000 beds when all planned phases of developmentare completed.

11

Kolkata Clinical Establishment: The Sponsor commissioned operations in

September 2010 at its hospital in Anandapur, Kolkata, which the Sponsor acquired

when it was still under construction. The Fortis Hospital operating at the Kolkata

Clinical Establishment with an Installed Bed Capacity of 373 beds focuses on

Centres of Excellence in cardiac sciences, brain and spine, bone and joints as

well as minimal access surgeries in eastern India.

The Trustee-Manager believes that RHT will be able to benefit from the Sponsors

expertise in managing, operating, developing and acquiring healthcare assets to

generate attractive returns and growth for Unitholders.

(D) Strong Potential for Organic and Inorganic DPU Growth

(1) Stable Portfolio Underpinned by High Proportion of Income Generating RHT

Clinical Establishments

As at the Listing Date, all of the RHT Clinical Establishments in the Initial Portfolio will

be income generating. These 11 RHT Clinical Establishments account for 95.4% of the

total valuation of the Initial Portfolio, providing RHT with an attractive combination of

stable income generating assets and upside growth potential by way of the

development of the Greenfield Clinical Establishments.

(2) Hospital and Medical Services Agreements Providing Upside Exposure with

Stabilised Returns

Under each Hospital and Medical Services Agreement, the Hospital Services Company

will receive a quarterly Base Service Fee which will be increased periodically and

revised upwards for any capital expansion for any upgrade or expansion of the Fortis

Hospital or the services provided by the Hospital Services Company. In addition, the

Hospital Services Company will receive a Variable Service Fee based on the Operating

Income of the Fortis Operating Company (see Certain Agreements Relating to RHT

Hospital and Medical Services Agreements for further details). Such a fee structure

provides RHT with stabilised returns while offering RHT the opportunity to participate in

the operational growth of the relevant hospital. The Base Service Fee (including

straight-lining impact) to be received by RHT in the Forecast Year 2013 and the

Projection Year 2014 is expected to account for 78.9% and 76.5% of the total Service

Fees respectively.

The Trustee-Manager therefore believes that RHT has the potential to enjoy strong

organic growth by capitalising on the Sponsors expertise and experience in managing

and operating the Fortis Hospitals at the RHT Clinical Establishments, supported by the

strong underlying growth in the industry.

12

(3) Inorganic Growth Potential through Third Party Acquisition Opportunities and

Right of First Refusal granted by the Sponsor

The Indian healthcare market is highly fragmented, with nearly 95.0% of private

hospitals being standalone small or medium-sized hospitals and nursing homes as of

2010.1

The Trustee-Manager believes such smaller facilities in this fragmented market

represent potential acquisition opportunities for RHT. RHT will be facilitated by the

Sponsors expertise to execute acquisitions of hospitals and healthcare facilities where

RHT intends to appoint the Sponsor (or one of its subsidiaries) as operator.

Outside India, the Trustee-Manager believes there is significant potential for RHT to

grow through acquisitions due to the expected growth of the healthcare sector in the

Asia-Pacific region.2 Supported by the Sponsors presence in India and other Asian

countries, RHT is well-positioned to source and pursue third party acquisition

opportunities for medical and healthcare assets and services.

The Sponsor has also granted a right of first refusal to RHT over any proposed offer by

the Sponsor or any of its subsidiaries to sell, transfer or otherwise dispose of any

interest in any medical and healthcare infrastructure and facilities within the scope of

RHTs investment mandate (Relevant Asset). As the Sponsor continues to capitalise

on its existing experience in building, operating and acquiring hospitals to continue its

growth, RHTs potential acquisition pipeline of assets via the ROFR (as defined herein)

may grow as the number of Relevant Assets increases. See Certain Agreements

Relating to RHT Right of First Refusal for further details.

(4) In-Built Development Pipeline of Clinical Establishments to Boost Growth

RHTs Initial Portfolio includes four Greenfield Clinical Establishments:

Name of

Greenfield

Clinical

Establishment

Planned

Built-up Area

(sq ft)(2)

Expected

Development

Cost(1)(2)

Expected

Start of

Development(2)

Expected

Start of

Operations(2)

Chennai 38,072 `114.0 million

(S$2.6 million)

3QFY2013 1QFY2015

Ludhiana 92,318 `646.6 million

(S$14.8 million)

2QFY2013 2QFY2015

Hyderabad 400,000 `1,600.0 million

(S$36.7 million)

1QFY2014 4QFY2016

Greater Noida 350,000 `1,225.0 million

(S$28.1 million)

1QFY2014 4QFY2016

Notes:

(1) Denotes the expected total costs of development to be incurred by RHT in respect of each Greenfield

Clinical Establishment.

(2) Planned built-up areas, expected development costs, expected start of development and expected start

of operations are subject to change.



2 In selected countries as listed in the report by the Independent Industry Consultant. See Appendix G

Independent Report on the Healthcare Industry in the Asia Pacific Region, Section 1.1 prepared by the

Independent Industry Consultant.

13

(E) Experienced Management, Board and Investment Advisor

The Trustee-Managers Board and management team and personnel from Religare

Investment Advisors Limited, the investment advisor (Investment Advisor) to Religare

Health Trust Trustee Manager Pte. Ltd. (acting in its own capacity) (RHT TM), are made up

of individuals who collectively have a range of commercial expertise includ

religare health trust - listed companyrhtrust.listedcompany.com/misc/rhtrust_prospectus.pdf ·...

Documents