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Religare Health Trust 2013 , June STRICTLY PRIVATE AND CONFIDENTIAL

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Page 1: Religare Health Trust

Religare Health Trust 2013 , June

STRICTLY PRIVATE AND CONFIDENTIAL

Page 2: Religare Health Trust

2

• About Religare Health Trust

• Our Ability to Provide Stable & Growing Distributions

• Financial Highlights

Page 3: Religare Health Trust

3

Religare Health Trust

Issuer Religare Health Trust (“RHT”)

Sponsor Fortis Healthcare Ltd (“Fortis” or the “Sponsor”)

Trustee-Manager Religare Health Trust Trustee Manager Pte Ltd (“TM”)

Sponsor Stake 28.0% Sponsor stake (220.7 m units)

Lock-up of 6 months (100%) and further 6 months (50%) from 19 October 2012

Funds Raised at IPO S$510 mil

567.5 m units (72.0% of total units)

Distribution Yield based on

unit price of S$0.845 (1) 9.7% (Projection Year 2014)

Listing Exchange Mainboard of SGX-ST

Notes:

(1) Projected yields excludes distributions to Sponsor, which has committed to waiving rights to distribution until Mar 31, 2014 in favor of holders of Common Units. Based on unit price as at 12 June 2013 of S$ 0.845

Listed on 19 October 2012

Page 4: Religare Health Trust

4

Fortis and Religare Partnership

One of the largest healthcare chains

in India and Asia Pacific’s fastest

growing multi vertical healthcare

delivery system

– 73 healthcare delivery facilities

– ~ 10,000 beds

– Presence in 10 countries

– Listed on the BSE and NSE

Part of Religare Enterprises, a

diversified financial services firm

listed on the BSE and NSE

Global multi-boutique asset

management platform with over

US$13.0 billion in Assets Under

Management

RGAM Affiliates

Investment mandate to

acquire healthcare assets

across Asia, Australasia

and global emerging

markets

Leveraging the Complementary Strengths and Expertise of

Fortis and Religare

Unique Healthcare

Offering

Page 5: Religare Health Trust

Overview of Religare Health Trust

5

Notes:

(1) Independently valued by DTZ in INR as at March 31, 2013 based on S$1 = INR 43.75. Valuation of operating assets based on DCF and Hospital and

Medical Services Agreements (“HMSAs”) as relevant; valuation of greenfield assets based on Market Value.

Fortis Healthcare (“Sponsor”)

Institutional & Public Investors

Trustee-Manager

Current Portfolio

S$773m total valuation (1)

• 11 Clinical Establishments

• 4 Greenfield Clinical

Establishments

• 2 hospitals managed and

operated by RHT

Fortis Operating

Companies

28.0% 72.0%

Ownership Distributions

Service Fee

Clinical Establishment

Services

TM Fees

Acts on behalf of unitholders and

provides management

services

HMSA

Overview

15 year Hospital and Medical Services

Agreements (“HMSA”) with Fortis over the

Initial Portfolio, with extension of further 15

years on mutual agreement

Service Fee

Base Service Fee

Fixed quarterly payments with 3%

escalation per annum

Upward revision for any capex/

expansion

Variable Service Fee

7.5% of the Fortis Operating

Companies’ Operating Income for

each quarter

Sponsor

ROFR

Right of First Refusal (“ROFR”) over

Sponsor’s medical and healthcare

infrastructure located in Asia, Australasia

and emerging markets in the rest of the

world

RHT Structure

Singapore

India

Page 6: Religare Health Trust

6

17 Quality Assets Geographically Diversified Across India

: RHT Clinical Establishments

: Greenfield Clinical Establishments

: Operating Hospitals

Notes:

(1) No. of beds and installed capacities as of March 31, 2013. Potential bed capacity assumes all planned phases

of development and construction are completed in respect of the Gurgaon Clinical Establishment and the

Greenfield Clinical Establishments

(2) Independently valued by DTZ in INR as at March 31, 2013 based on S$1 = INR 43.75. Valuation of operating

assets based on DCF and Hospital and Medical Services Agreements (“HMSAs”) as relevant; valuation of

greenfield assets based on Market Value.

Initial portfolio valued at

S$773m (1)(2)

11 RHT Clinical

Establishments (S$737m)

4 Greenfield Clinical

Establishments ($31m)

2 hospitals managed and

operated by RHT ($5m)

Approximately 4.1 million

sq ft of built-up area

across 10 states

Sizeable Population

Catchment

Located Close to Major

Transportation Nodes

400 Potential Bed Capacity

Amritsar

Ludhiana

153 Operational Beds 166 Installed Bed Capacity

75 Potential Bed Capacity

Faridabad

Gurgaon

Jaipur

207 Operational Beds 320 Installed Bed Capacity

210 Operational Beds 210 Installed Bed Capacity

450 Installed Bed Capacity 1,000 Potential Bed Capacity

Mumbai, Mulund

Mumbai, Kalyan

236 Operational Beds 567 Installed Bed Capacity

44 Operational Beds 52 Installed Capacity

239 Operational Beds 255 Installed Bed Capacity

Bengaluru, BG Road

Bengaluru, Nagarbhavi

45 Operational Beds 45 Installed Bed Capacity

Bengaluru, Rajajinagar

31 Operational Beds 31 Installed Bed Capacity

Chennai, Malar

Chennai

170 Operational Beds 178 Installed Bed Capacity

45 Potential Bed Capacity

Hyderabad

Noida

Kolkata

New Delhi, Shalimar Bagh

126 Operational Beds 373 Installed Bed Capacity

191 Operational Beds 200 Installed Bed Capacity

130 Operational Beds 350 Installed Bed Capacity

Greater Noida

350 Potential Bed Capacity

Page 7: Religare Health Trust

3.5%

63.7%

32.9%

7

Diversified Healthcare Portfolio Positioned for Growth

Organic Growth Potential (Number of Beds as of 31 March 2013)

Focus on Provision of High End Healthcare Services (% of Initial Portfolio Valuation)

Substantial Portion of Initial Portfolio Comprise Long Term Lease / Freehold Land (% of Initial Portfolio Valuation)

1,782

3,197

4,617

Current Operational Beds(31 March 2013)

Installed Bed Capacity Potential Bed Capacity

>50 Years Remaining

Lease Life

26.1%

Greenfield

Clinical Establishments

3.9%

Operating

Hospitals

0.7%

High Proportion of Income Generating Clinical Establishments (% of Initial Portfolio Valuation (3))

(1) (1)

Notes:

(1) Installed capacity refers to the maximum number of beds that can be operated at each hospital without further expansion. Potential capacity refers to the maximum number of beds that can operate at each hospital when all stages of

development are completed.

(2) Includes Secondary/Tertiary Services.

(3) Weighted by asset valuation.

<50 Years Remaining

Lease Life

13.7%

Freehold

60.3% RHT Clinical

Establishments

95.4%

Quaternary

Tertiary (2)

Secondary

Weighted Avg Lease

Life of Leasehold

Assets of ~58 Years (3)

+1,415 beds

+1,420 beds

Page 8: Religare Health Trust

Our distributions are stable and growing stemming from the following:

- Service Fees structure

- Policy of fully hedged distributions for next 12 months, on rolling basis

- Potential for organic & inorganic growth (including ROFR)

- Working with a premium healthcare operator

8

Stable & Growing Distributions

Page 9: Religare Health Trust

9

$85.2$88.2

64.264.1

24.021.1

Actual Year 2013 Projection Year

2014

Stabilized Distributions, With In-Built Organic Growth

3.5%

Notes:

(1) Excludes income from ancillary services; Financials converted at S$1 = INR 44.04 for FY2013, S$1 = INR46.70 for FY 2014, and exchange rate at the listing date of S$1= INR43.55

(2) Base Service fee excludes accounting straight lining and includes Technological Renewal Fee and are on a full year basis. Base Service Fee from the Gurgaon Clinical Establishment will increase by more than

3.0% per annum until March 31, 2014 when the asset is expected to stabilize.

Service Fee (1)

(S$m)

Base Service Fee (2)

–3.0% p.a. fixed

escalation

– Upward revision

for any capex /

expansion

Variable Service Fee

–7.5% of Fortis

Operating

Companies’

Operating Income

(annualized)

Long term Hospital & Medical Services Agreement 1

Downside Protection, With In-Built Organic Growth 2

Low Gearing 3

HMSAs with Fortis for 15 years, with further 15 year extension by mutual consent

• Base Fee with fixed escalation of 3% p.a. (accounts for c.79.4% of total Service Fee for FY2013)

• Variable Fee of 7.5% of Fortis Operating Companies’ Operating Income

8.9% Low in comparison to peers

100% Distribution Payout 4

• 100% distribution payout over Forecast Year and Projection Year

• Sponsor distribution waiver over Forecast Year and Projection Year

Fully Hedged Distributable Income 5

Distributable income has been hedged for the next payouts –30 September 2013 & 31 March 2014

Page 10: Religare Health Trust

10

Note

(1) Converted to S$ from INR at S$1 = INR 43.75. (31 march 2013)

RHT has four running projects for capacity expansion, below is the status as of 31st March 2013

Capacity Expansion- Update

Name of Project Nature of Project Additional Bed

Capacity

Total Cost

(S$ m) Project End Date

Project Handover

Date Completion %

Anandpur, Kolkata

Expansion work at 10th &

9th Floor, IVF & PHC.

Addition of 80 Beds.

80 1.65 Jul-13 Jul-13 80%

Rajajinagar, Bengaluru

Leased – Brown Field

expansion. Addition of

20Beds.

20 0.69 Oct-13 Oct-13 50%

Jaipur

Expansion work at 7th Floor,

IVF & PHC. Addition of

21Beds.

21 1.34 In progress Sep-13 65%

BG Road, Bengaluru

Addition of 79 ICU Beds in

two phases. 79 1.95 Oct, 2013 Oct, 2013 -

Total - 200 5.63 - - -

Page 11: Religare Health Trust

11

Note

(1) Converted to S$ from INR at S$1 = INR 43.75.

Source: Fortis presentation, RHT preliminary prospectus dated 15 October 2012

25% interest free commitment deposit from Sponsor via HMSA to finance development cost

Organic Growth: Greenfields

Healthcare Asset Description

Planned Built-

up Area (sq ft)

Expected

Development

Cost (1)

Potential

Bed

Capacity Project Status

Chennai

Tertiary hospital

Expansion to the Chennai,

Malar Clinical

Establishment

38,072 S$2.6m 45

Currently in planning and

design stage

Filed building plans for

approval

Hyderabad

Tertiary hospital

400,000 S$36.7m 400

Lease agreement currently

being signed

Submitted preliminary project

investment development plan

to Hyderabad Metropolitan

Development Authority

Ludhiana

Quaternary hospital

offering diagnostic, day

care, mother & child and

cosmetic and aesthetic

surgery services

92,318 S$14.8m 75

Currently in planning and

design stage

Filed building plans for

approval

Greater Noida

Tertiary hospital 350,000 S$28.1m 350 Master planning stage

Total - 880,390 S$82.2m 870 -

Page 12: Religare Health Trust

12

Growth Strategy Supported by Sponsor

Key ROFR Assets (1,120 beds) (1)

Note

(1) Provided that the Relevant Sponsor Entity is a subsidiary that is jointly owned with 3rd parties, ROFR will

be subject to the consent of such 3rd parties. Sponsor shall use its best endeavors to obtain such consent;

Data on ROFR assets as of Dec 31, 2011.

Access to Regional “On-the-Ground” Intelligence

India Vietnam

Singapore

Sri Lanka

Dubai Hong Kong

Escorts Okhla

India

289 Licensed

Beds

India (289 beds)

Singapore (31 beds)

Fortis Colorectal

Hospital

Singapore

31 Licensed Beds

Page 13: Religare Health Trust

3,714 4,156 4,220

4,830 4,824 5,200 5,320

3QFY11 4QFY11 1QFY12 2QFY12 3QFY12 4QFY12 1QFY13

14,827

19,074

FY11 FY12

13

Leverage Sponsor’s Expertise and Development Track Record

21.318.8

4.0

7.5

14.5

2.10.90.2

3.2 3.6

FY08 FY09 FY10 FY11 FY12

Operating Revenue EBITDA

36%

Revenue

CAGR Acquired Fortis Malar

in February 2008

Ramp Up At An Acquired Facility: Fortis

Malar, Chennai

(S$m)

5.8

9.3

13.915.8

4.1

11.3

0.72.2

3.53.3

FY08 FY09 FY10 FY11 FY12

Operating Revenue EBITDA

52% Revenue

CAGR

Extracting Value From M&A:

Escorts Amritsar

(S$m)

6.96.4

2.0

3.84.7

1.0

(0.1)0.8

1.81.7

3Q09 3Q10 3Q11 3Q12 4Q12

Operating Revenue EBITDA

4x revenue growth

on annual basis since inception

Performance Of A Greenfield Facility:

Jaipur

(S$m)

Proven Track Record of Maturing Greenfield Assets (1)

Source: Company filings, corporate presentations.

(1) Financial year ending 31 March; Financials converted to S$ at S$1 = INR 44.34.

(INR m)

Fortis’ Historical Indian Hospital Business Performance

28% y-o-y

growth

Quarterly Basis Annual Basis

Average c.6% q-o-q growth

Page 14: Religare Health Trust

14

Key Drivers of Growth in the Indian Healthcare Market

0.9

4.0

India WHO Recommendation

Lifestyle

Diseases,

18.5%

Others,

81.5%

1,3891,455

1,583

1,7231,875

2011 2012 2013E 2014E 2015E

Growing Affluence

7.8% CAGR GDP Per Capita

(US$)

C

270

320360

410

460

520

2010 2011 2012 2013E 2014E 2015E

F Growing Medical Tourism

Indian Medical Tourism Industry

(‘000 Medical Tourists)

14.0% CAGR

Increasing Health Insurance Coverage E

2010 2015E

25-30% of

expenditures covered

by insurance

40% of expenditures

covered by insurance

% of Healthcare Spend at Corp. Hospitals in Tier 1

Cities Covered by Insurance

Source: F&S Market Research Report. 2012

1,010

1,080

1,173

1,256

2000 2005 2010 2015E

<65 Years >= 65 Yrs Old

A Growing & Aging Population

24.4% India’s Population

(Million)

4.5%

4.8%

5.0%

5.2%

Changing Disease Profile

% of Hospitalisation Cases

D

2001 2012

High Healthcare Demand / Supply Gap B

Hospital Beds per 1,000 Population in 2011

Implied gap of 3.7m beds

Lifestyle

Diseases,

24.0%

Others,

76.0%

US$2.1bn Industry by 2015E

Page 15: Religare Health Trust

Market and Sector Update

Delhi Development Authority hiked FAR of hospitals by 25-50%. This would have an

impact on the Shalimar Bagh hospital, potentially allowing for an increase in number

of beds

The Indian Hospital sector continues to attract foreign investments. Since 1st of

January 2013, Temasek Holdings invested S$32 million in Bengaluru based cancer

provider HealthCare Global Entreprises. International Finance Corporation and

Sabre Partners invested S$62.2 million between both of them in Global Hospitals.

Sequoia invested S$11 million in ASG Eye Hospital.

Page 16: Religare Health Trust

Gurgaon CE Launch

Inaugurated On May 1st 2013 by Actor – philanthropist Mr

Salman Khan

Guests of Honor were Dr Pratap Reddy, Chairman Apollo

Hopsitals, Dr Naresh Trehan, CEO Medanta and Salman

Khurshid Cabinet Minister for External Affairs

The facility would have core specialiaites in Oncology, Mother

and Child and Trauma alongside speciailities in Cardiac,

Transplants (Bone Marrow has started) and Neurosciences

The current capacity is 450 beds (Phase I) that will be taken

up to 1000 beds over time. All relevant staff to manage the

450 beds, including doctors and nurses, have been hired.

Collaboration announced with Being Human – an NGO

sponsored by Mr Salman Khan to treat 500 children with heart

ailments free of cost. RHT would also be giving space to the

charity to set up a store at the hospital free of cost as part of

its CSR initiatives.

Page 17: Religare Health Trust

Dr Virender Sobti

Chief Operating Officer

India

17

Experienced Board and Management Team

Majority independent directors with proven track record in healthcare and funds management

Executive Directors / Management Religare Health Trust

Gurpreet Singh Dhillon

Executive Director & CEO

Peter Rowe

Chairman of Audit and Risk

Management Committee and

Independent Director

Michael Hwang S.C

Independent Director

Eng Meng Leong

Independent Director

Pawanpreet Singh

Executive Director & CFO

Tan Suan Hui

Head of Compliance / IR

Dr. Yogendra Nath Mathur

Lead Independent Director

33 years of relevant experience

Ravi Mehrotra

Executive Chairman

Naveen Bhatia

Head, Finance & Accounts

India

Page 18: Religare Health Trust

• Financial Highlights

18

Page 19: Religare Health Trust

19

46.63

44.34 44.34

31.31

26.51 24.69

22.40

39.31 37.94

41.60

26.06

17.14

21.94 21.71

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

40.00

45.00

50.00

Mulund BG Road Noida Jaipur Shalimar Bagh Faridabad Malar

FY 13

FY 1219%

17%

13%

13% 55%

20%

7%

Hospital-wise Revenue (S$ m)

Page 20: Religare Health Trust

20

72%

77% 79%

86% 83%

66%

60%

77% 73%

80%

86%

70%

77%

60%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Mulund* BG Road Noida Jaipur Shalimar Bagh Faridabad Malar

FY 13

FY 12

* Lower occupancy due to operational capacity expansion/bed additions

Occupancy (%)

Average Occupancy Rate

across entire RHT Portfolio

Q3 Q4

75% 73%

Page 21: Religare Health Trust

21

ARPOB (S$ m)

0.27

0.24

0.31

0.17

0.22

0.18

0.22 0.22 0.21

0.29

0.16

0.21

0.14

0.21

0.00

0.05

0.10

0.15

0.20

0.25

0.30

0.35

Mulund BG Road Noida Jaipur Shalimar Bagh Faridabad Malar

FY 13

FY 12

Average ARPOB across entire

RHT Portfolio (SGD’000)

Q3 Q4

194 205

Page 22: Religare Health Trust

Variance between Forecast and Actual ARPOB and Occupancy Rates

22

ARPOB (SGD’000) Occupancy Rate

Prospectus

Forecast 2013

Actual

FY2013

Prospectus

Forecast 2013

Actual

FY2013

Bengaluru 228 240 79% 77%

Malar 196 220 65% 60%

Faridabad 150 180 80% 66%

Jaipur 181 170 82% 86%

Mulund 236 270 72% 72%

Shalimar Bagh 211 220 83% 83%

Noida 289 310 79% 79%

Page 23: Religare Health Trust

Actual Forecast Variance

S$'000 S$'000 S$'000

Service Fee 46,068 45,473 595

Hospital Income 2,642 2,298 344

Other Income 917 824 93

Total Revenue 49,627 48,595 1,032

Operating Expenses (20,164) (18,315) (1,849)

Net Operating Income 29,463 30,280 (817)

Finance Income 328 9 319

Finance Expenses (1,455) (1,567) 112

Trustee-Manager Fee (2,304) (2,272) (32)

Other Trust Expenses (943) (631) (312)

Foreign exchange gain (87) - (87)

Share of Results of Associates (3,224) (1,885) (1,339)

Issue Costs (7,186) (9,062) 1,876

Profit Before Deemed disposal

of associates, change in fair

value of financial derivatives 14,592 14,872 (280)

Deemed disposal of associates (12,134) (10,739) (1,395)

Loss on change in fair value of

financial derivative (1,799) - (1,799)

Loss Before Taxes 659 4,133 (3,474)

Taxes (5,939) (5,974) 35

Net Loss (5,280) (1,841) (3,439)

Financial Results for year ended 31 March 2013 (against Forecast)

Page 24: Religare Health Trust

Unitholders Distribution as at 31 March 2013

24

Actual Forecast Under/(Over)

S$'000 S$'000 S$'000

Net Loss (5,280) (1,841) (3,439)

Distribution Adjustments:

Impact of non-cash Straight Lining (6,612) (6,464) (148)

Technology Renewal Fee (310) (301) (9)

Depreciation and Amortisation 6,520 5,241 1,279

Amortisation of debt arrangement

fee 250 295 (45)

Trustee-Manager Fees payable in

Units 1,152 1,111 41

Foreign exchange gain 87 - 87

Unrealised gain on financial asset (108) - (108)

Loss on change in fair value of

financial derivative 1,799 - 1,799

Deferred Tax Expenses (264) 367 (631)

Share of results of associates 3,224 1,885 1,339

Deemed disposal of associates 12,134 10,739 1,395

Issue expenses 7,186 9,062 (1,876)

Total Distributable Income 19,778 20,094 (316)

(Loss)/distributions attributable

to:

Pre-Listing Unitholder (367) (445) 78

Post-Listing Unitholders 20,145 20,539 (394)

19,778 20,094 (316)

Page 25: Religare Health Trust

25

Hedging - Foreign currency exposure

Particulars

Minimum Hedging (percentage to total exposure)

Up to first 18 months 100% on 6 month rolling basis

100% Hedging done for the forthcoming distributions payable for the 6 months ending Sep 2013 and Mar 2014

INR to be paid by FGHIPL

Contracted

rate

SGD to be delivered by

bank Settlement

1,169,250,000 46.77 25,000,000 15-Nov-13

1,194,750,000 47.79 25,000,000 15-May-14

Forward contracts already entered into

The average contracted rate for FY 14 is 47.28.

Page 26: Religare Health Trust

Market Performance of RHT against comparable peers (rebased 19 Oct 2012 to 12 June 2013)

90%

95%

100%

105%

110%

115%

120%

125%

130%

135%

140%

19 Oct 12 12 Nov 12 04 Dec 12 27 Dec 12 18 Jan 13 08 Feb 13 05 Mar 13 26 Mar 13 17 Apr 13 09 May 13 31 May 13

RHT First REIT Plife REIT AIT FTSE REIT

Name Code Total Volume* Daily Average Volume*

Religare Health Trust RHT 707,889,000 4,452,132

Ascendas India Trust AIT 199,711,000 1,256,044

First Real Estate Investment Trust First REIT 138,303,000 869,830

Parkway Life REIT Plife REIT 71,101,000 447,176

* For the period 10 Oct 2012 to 12 June 2013

Page 27: Religare Health Trust

Distribution Yield for FY 2013

27

9.2

7.4 7.2 7.1 6.8 6.7 6.7 6.6 6.5 6.3 6.3 6.2 6.0 6.0 5.9 5.8 5.7 5.6 5.6 5.5 5.5 5.4 5.3 5.3 5.3 5.2

4.4

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

RHT's 2013 Distribution yield stands outs

Wtd Avg: 5.91

Source: Bloomberg consesensus estimates, Standard Chartered Research estimates for covered companies (*not under SCB coverage)

Standard Chartered Research Report dated 10 June 2013

Page 28: Religare Health Trust

Gearing % (Total Debt / Total Assets)

28

0.0

5.0

10.0

15.0

20.0

25.0

30.0

35.0

40.0

45.0

RHT has the lowest gearing (%) amongst its peers

Source: Standard Chartered Research Report 10 June 2013, (*Not under SCB coverage)

Wtd Avg: 32.8

Page 29: Religare Health Trust

SREITs – Premium/Discount to NAV

60

48

32 32 30 26 26

21 21 20 18 17 13 12 11 11 11 10

5 3 2

-2 -2 -5 -12

-17 -18 -21 -27

-56

-73 -80

-60

-40

-20

0

20

40

60

80

29

Page 30: Religare Health Trust

30

Financial Highlights

Notes:

(1) Financials converted at S$1 = INR44.04 for FY2013, S$1 = INR46.70 for FY 2014, and exchange rate at the listing date of S$1= INR43.55;.

(2) Includes straight lining of Base Service Fee.

(3) DPU calculated based on unit price traded on 28 May 2013

102.3102.5

5.25.91.92.0

Actual Year 2013

(annualised)

Projection Yr 2014

Service Fee Hospital Income Other Income

Revenue (1) (S$m)

DPU Yield (1)

44.8

46.6

Actual Year 2013

(annualised)

Projection Yr 2014

110.4 109.4

Distributable Income (1)

(S$m)

9.4% 9.7%

3.06%

Gearing: 8.9%

Sponsor Waiver

Average NOI margin: 59%

6.8% 7.0%

2.6% 2.7%

Actual Yr 2013(ann.)

Projection Yr 2014

Page 31: Religare Health Trust

Appendix

Page 32: Religare Health Trust

32

0.5% - 1.0% of acquisition price

0.5% of the sale price (Divestment

to 3rd party)

No divestment fee (Divestment to

Sponsor)

Performance based management fees designed to align Management’s interests with Unitholders

Base fee Performance fee Acquisition / divestment fee

0.4% p.a. of the value of the

Trust Property

50% to be paid in Units (1)

4.5% p.a. of Distributable Income (2)

50% to be paid in Units (1)

2.0% of total development project costs

Payable in the form of cash and/ or units

Development fee Asset management fee

Fee Structure

1.0% of gross revenue

Paid quarterly in arrears

No asset management fee paid for assets

operated by Sponsor

Note

(1) For the Forecast Year 2013 and Projection Year 2014

(2) Distributable Income means the distributable amount determined by the Trustee-Manager in accordance with the terms of the Trust Deed

to be distributable for the relevant distribution period (pro-rated if applicable based on the number of months the relevant financial quarter

bears to such distribution period)

Page 33: Religare Health Trust

Efficient Trust Structure

Note:

(1) Promoters comprise Malvinder Mohan Singh, Shivinder Mohan Singh and their associates.

India Singapore

Acts on behalf of Unitholders and provides

management services Distributions

Others New Unitholders Trustee-Manager

~19% ~81%

Hospital and Medical Services Agreements

(“HMSAs”)

Fortis Operating Companies

(“FOCs”) CCD Interest payments

and dividends

Investments in Compulsory Convertible Debentures

(“CCDs”) and equity shares

TM Fees

Distributions

100%

Hospital operating capabilities

Ownership of medical and healthcare infrastructure facilities

Dividends 100%

28.0%

72.0%

Promoters (1)

Fortis Global Healthcare

Infrastructure Service Fees

Clinical Establishment

Services Hospital Services

Companies (“HSCs”)

Fortis Health International Limited

(Mauritius)

100%

Dividends

33

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Term of

Agreement

15 years with option to extend by another 15 years by mutual

consent

Primary

Obligations of

HSCos

Making available and maintaining the Clinical Establishments

Provision of outpatient services

Provision of radio diagnostic services

Primary

Obligations of

FOCs

Provision of healthcare services at the Clinical Establishments

Pay to HSCos the Services Fees and Commitment Deposits

Services Fee

Base Service Fee

– Increased by 3% p.a.

– Upward revision for any capex / expansion

– Provision for capex to replace medical equipment

(“Technology Renewal Fee”) added to Base Fee (2)

– HSCos entitled to request for an advance of up to 60% of the

Base Service Fee

Variable Service Fee

– 7.5% of the operating income of the FOC

Commitment

Deposits

FOC to pay to HSCo 25% of cost for expansions of capacity /

modification of Fortis Hospitals as an interest free refundable

commitment deposit

Income Secured Through Long Term Working Agreements

Mechanics of the HMSA Key Terms of the HMSA

Services Fees

Fortis Operating Company

Clinical Establishment

Operated by

Hospital Services Company

Ownership

Services

B

A

C

Ancillary Services

Ownership Earnings

Commitment Deposits

D

+

Public

Source: TM Notes: (1) Fortis has signed commitment agreements to enter into similar HMSAs for the greenfield healthcare infrastructure assets. (2) Technology Renewal Fee will be paid into a Technology Renewal Fund to be maintained by Fortis.

A

B

C

D

Prior to listing, the Hospital Services Companies (“HSCos”) will enter into Hospital and Medical Services Agreements (“HMSAs”) with the Fortis Operating Companies (“FOCs” ) to operate the healthcare infrastructure assets (1).