soilbuild reit final prospectus (7 aug 2013)

7/27/2019 Soilbuild REIT Final Prospectus (7 Aug 2013)

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SB REIT Management Pte. Ltd., as manager (the Manager)of Soilbuild Business Space REIT (Soilbuild REIT), ismaking an offering (the Offering) of 586,532,000 unitsrepresenting undivided interests in Soilbuild REIT (Units)for subscription at the Offering Price (as defined below)(the Offering Units). The Offering consists of (i) aninternational placement of 524,032,000 Units to investors,including institutional and other investors in Singapore (thePlacement Tranche), and (ii) an offering of 62,500,000Units to the public in Singapore (the Public Offer).

The issue price of each Unit under the Offering is S$0.78per Unit (the Offering Price). The joint financial advisers

for the Offering are DBS Bank Ltd. and Oversea-ChineseBanking Corporation Limited (together, the JointFinancial Advisers). The Offering is fully underwritten atthe Offering Price by Citigroup Global Markets SingaporePte. Ltd., DBS Bank Ltd. and Oversea-Chinese BankingCorporation Limited (collectively, the Joint GlobalCoordinators, Issue Managers and Underwriters orthe Joint Bookrunners) on the terms and subjectto the conditions of the Underwriting Agreement (asdefined herein).

The total number of Units in issue as at the date of thisProspectus is one Unit (the Sponsor Initial Unit). Thetotal number of outstanding Units immediately aftercompletion of the Offering will be 803,469,000 Units. Theexercise of the Over-Allotment Option will not increasethe total number of Units in issue.

Concurrently with, but separate from the Offering, Mr LimChap Huat has entered into a subscription agreement (theSubscription Agreement) to subscribe for 216,936,999Units (the Subscription Units, together with the Sponsor

Initial Unit, the Relevant Units) at the Offering Priceconditional upon the Underwriting Agreement havingbeen entered into, and not having been terminated,pursuant to its terms on or prior to the Settlement Date(as defined herein).

Prior to the Offering, there has been no market for theUnits. The offer of Units under this Prospectus will be byway of an initial public offering in Singapore. Applicationhas been made to Singapore Exchange Securities TradingLimited (the SGX-ST) for permission to list on the MainBoard of the SGX-ST (i) all Units comprised in the Offering,(ii) the Relevant Units, (iii) all the Units which will be issuedto the Manager from time to time in full or part paymentof the Managers fees and (iv) all the Units which willbe issued to the Property Manager (as defined herein)from time to time in full or part payment of the PropertyManagers fees. Such permission will be granted whenSoilbuild REIT has been admitted to the Official List of theSGX-ST (the Listing Date). Acceptance of applicationsfor Units will be conditional upon issue of the Units and

upon permission being granted to list the Units. In theevent that such permission is not granted or if the Offeringis not completed for any other reason, application monieswill be returned in full, at each investors own risk, withoutinterest or any share of revenue or other benefit arisingtherefrom, and without any right or claim against anyof Soilbuild REIT, the Manager, DBS Trustee Limited, astrustee of Soilbuild REIT (the Trustee), Soilbuild GroupHoldings Ltd. (the Sponsor), the Joint Financial Advisersor the Joint Bookrunners.

Soilbuild REIT has received a letter of eligibility fromthe SGX-ST for the listing and quotation of (i) all Unitscomprised in the Offering, (ii) the Relevant Units, (iii) allthe Units which will be issued to the Manager from time totime in full or part payment of the Managers fees and (iv)all the Units which will be issued to the Property Managerfrom time to time in full or part payment of the PropertyManagers fees on the Main Board of the SGX-ST. SoilbuildREITs eligibility to list on the Main Board of the SGX-STdoes not indicate the merits of the Offering, SoilbuildREIT, the Manager, the Trustee, the Sponsor, the JointFinancial Advisers, the Joint Bookrunners or the Units.The SGX-ST assumes no responsibility for the correctnessof any statements or opinions made or reports containedin this Prospectus. Admission to the Official List of theSGX-ST is not to be taken as an indication of the meritsof the Offering, Soilbuild REIT, the Manager or the Units.

The collective investment scheme offered in this Prospectusis an authorised scheme under the Securities and

PROSPECTUS DATED 7 AUG 2013(Registered with the Monetary Authority of

Singapore on 7 August 2013)

This document is important. If you are inany doubt as to the action you should take,you should consult your stockbroker, bank

manager, solicitor, accountant or otherprofessional adviser.

(a real estate investment trust constitutedon 13 December 2012 under the laws of the

Republic of Singapore)

OFFERING OF 586,532,000 UNITS(subject to the Over-Allotment Option

(as defined herein))

OFFERING PRICE:S$0.78 PER UNIT

EIGHTRIUM @CHANGI BUSINESS PARK

SOLARIS TUAS CONNECTION WEST PARKBIZCENTRAL

Joint Financial Advisers

Joint Global Coordinators, Issue Managers,Bookrunner & Underwriters

Sponsored by

Co-Managers and Sub-Underwriters

Religare Capital Markets(Singapore) Pte. Limited

United Overseas BankLimited

Futures Act, Chapter 289 of Singapore (the Securitiesand Futures Act or SFA). A copy of this Prospectushas been lodged with and registered by the MonetaryAuthority of Singapore (the Authority or the MAS)on 30 July 2013 and 7 August 2013, respectively. TheMAS assumes no responsibility for the contents of theProspectus. Registration of the Prospectus by the MASdoes not imply that the Securities and Futures Act orany other legal or regulatory requirements have beencomplied with. The MAS has not, in any way, consideredthe investment merits of the collective investmentscheme. This Prospectus will expire on 6 August 2014(12 months after the date of the registration of this

Prospectus). See Risk Factors commencing on page 46of this Prospectus for a discussion of certain factors tobe considered in connection with an investment in theUnits. None of the Manager, the Trustee, the Sponsor,the Joint Financial Advisers or the Joint Bookrunnersguarantees the performance of Soilbuild REIT, therepayment of capital or the payment of a particularreturn on the Units.

Investors who are members of the Central Provident Fund(CPF) in Singapore may use their CPF Ordinary Accountsavings to purchase or subscribe for Units as an investmentincluded under the CPF Investment Scheme OrdinaryAccount. CPF members are allowed to invest up to 35.0%of the Investible Savings (as defined herein) in their CPFOrdinary Accounts to purchase or subscribe for the Units.

Investors applying for Units by way of Application Formsor Electronic Applications (both as referred to in AppendixF, Terms, Conditions and Procedures for Application forand Acceptance of the Units in Singapore) in the PublicOffer will have to pay the Offering Price on application,

subject to a refund of the full amount or, as the case maybe, the balance of the application monies (in each casewithout interest or any share of revenue or other benefitarising therefrom), where (i) an application is rejectedor accepted in part only or (ii) if the Offering does notproceed for any reason.

In connection with the Offering, the Joint Bookrunnershave been granted an over-allotment option (the Over-Allotment Option) by Mr Lim Chap Huat (the UnitLender), exercisable by DBS Bank Ltd. (the StabilisingManager) (or any of its affiliates), in consultation withthe other Joint Bookrunners, in full or in part, on one ormore occasions, only from the Listing Date but no laterthan the earlier of (i) the date falling 30 days from theListing Date or (ii) the date when the Stabilising Manager(or its affiliates or other persons acting on behalf of theStabilising Manager) has bought, on the SGX-ST, anaggregate of 56,307,000 Units, representing not morethan 9.6% of the total number of Units in the Offering,to undertake stabilising actions to purchase up to an

aggregate of 56,307,000 Units (representing not more than9.6% of the total number of Units in the Offering), at theOffering Price. The exercise of the Over-Allotment Optionwill not increase the total number of Units outstanding.In connection with the Offering, the Stabilising Manager(or its affiliates or other persons acting on behalf of theStabilising Manager) may, in consultation with the otherJoint Bookrunners and at its discretion, over-allot or effecttransactions which stabilise or maintain the market priceof the Units at levels that might not otherwise prevail inthe open market. However, there is no assurance thatthe Stabilising Manager (or its affiliates or other personsacting on behalf of the Stabilising Manager) will undertakestabilising action. Such transactions may be effected on theSGX-ST and in other jurisdictions where it is permissibleto do so, in each case in compliance with all applicablelaws and regulations.

Nothing in this Prospectus constitutes an offer for securitiesfor sale in the United States of America (United Statesor U.S.) or any other jurisdiction where it is unlawful todo so. The Units have not been, and will not be, registered

under the United States Securities Act of 1933, as amended(the Securities Act) or the securities law of any state ofthe United States and accordingly, may not be offered orsold within the United States except in certain transactionsexempt from or not subject to the registration requirementsof the Securities Act. The Units are being offered and soldin offshore transactions as defined in and in reliance onRegulation S under the Securities Act (Regulation S).


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IPO PORTFOLIO

SINGAPORE-FOCUSED REIT WITH LARGESTEXPOSURE TO BUSINESS PARK SECTOR,DISTRIBUTION YIELD OF 7.7%1 FORPROJECTION YEAR 2014

Soilbuild REIT is a Singapore real estate investment trust (REIT) with an initial portfolio(IPO Portfolio) of quality business space properties located in Singapore. Businessspace refers to (i) all properties zoned as business park (which includes businessspace used primarily for office, including any ancillary usage, so long as such usage ispermitted under the relevant regulation) and (ii) industrial properties (including, but notlimited to, ramp-up facilities, flatted factories and light industrial properties) which areused primarily for, among others, manufacturing, engineering, logistics, warehousing,electronics, marine, oil & gas, research and development and value-added knowledge-based activities.

Soilbuild REITs initial portfolio of properties comprises seven business space properties two business park properties and five industrial properties. They include Solaris, aniconic business park development in one-north, Eightrium @ Changi Business Park, Tuas

Connection, and West Park BizCentral.

Soilbuild REIT will offer the largest exposure to the business park sector compared to theother Singapore listed industrial REITs given it has the highest proportion of business parkassets. It also has the longest weighted average leasehold term for underlying land (includingoptions to renew) relative to other Singapore listed industrial REITs at 50.4 years. As at30 June 2013, the IPO portfolio has an aggregate gross floor area (GFA) of 3,233,104square feet (sq ft) valued at S$935.0 million2.

Soilbuild Group Holdings Ltd. is the Sponsor of Soilbuild REIT and will be the largestUnitholder holding a stake of 27.0% (assuming the Over-Allotment Option is not exercised).The Sponsor is a Singapore-based integrated property group with a long track recordof experience in the construction and development of business park, industrial and

residential real estate in Singapore.

PropertyLease

ArrangementValuation(S$ Mil)2

Gross FloorArea (Sq Ft)

OccupancyRate3 Key Underlying Tenants

Business Park Properties

Solaris Master Lease 303.0 551,811 100.0% Spring Singapore, John Wiley, Ubisoft

Eightrium @ ChangiBusiness Park

Multi-tenanted 101.0 213,835 95.3% Nestle Singapore, Knowledge UniverseSingapore

Industrial Space Properties

West Park

BizCentral

Multi-tenanted 319.0 1,414,600 100.0% Dyson, National Oilwell Varco, Hitachi Asia

Tuas Connection Multi-tenanted 125.0 607,994 100.0% Flowserve, Owens Corning(s)

NK Ingredients Master Lease 61.0 312,375 100.0% NK Ingredients

COS Printers Master Lease 11.0 58,752 100.0% C.O.S Printers

Beng Kuang Marine Master Lease 15.0 73,737 100.0% PICCO Enterprise

Total 935.0 3,233,104 99.7%

TOTAL PORTFOLIO VALUATION2 GROSS FLOOR AREA

MILLION 3,233,104S$935.0 SQ FT

* Unless otherwise defined, all capitalised terms shall have the meanings ascribed to them in the Prospectus registered with theMAS dated 7 August 2013.


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SOLARIS

Iconic award winning development offering aplethora of green innovations

One of the few completed multi-user business

park properties in Fusionopolis, one-north a hubfor info-com technologies, media and science

Located minutes from MRT stations with easyaccess to AYE and PIE highways

WEST PARK BIZCENTRAL

Award winning ramp-up factory with attachedair-conditioned hi-tech facility

Flexible configuration, exclusive sub-stations

for each ramp-up unit providing tenants withexclusive and ample power sources

Located on Pioneer Crescent in an area easilyaccessible by major expressways and transporthubs in the Jurong industrial precinct

CHANGI

SIMEI

BUONA VISTA

ONE-NORTH

BOON LAY

PIONEER

JOO KOON

EXPO

CBD

SOLARIS

NLA: 441,533 sq ftValuation2: S$303 0 million

EIGHTRIUM @ CHANGI

BUSINESS PARK

NLA: 177,286 sq ftValuation2: S$101.0 millionWESTPARK BIZCENTRAL

NLA: 1,240,583 sq ftValuation2: S$319 0 million

COS PRINTERS

NLA: 58,752 sq ftValuation2: S$11 million

NK INGREDIENTS

NLA: 312,375 sq ft

Valuation2

: S$61.0 million

BENG KUANG MARINE

NLA2: 73,737 sq ftValuation2: S$15 0 million

Business Park Properties

Light Industrial Properties

BEST IN CLASS BUSINESS SPACE PROPERTIES

TUAS CONNECTION

NLA5: 651,072 sq ftValuation2: S$125.0 million

LARGESTEXPOSURETO BUSINESSPARK SECTOR

LONGESTLANDLEASETO EXPIRY

STRONGBACKING BYEXCELLENTSPONSOR

IPO PORTFOLIO

UNDERPINNED BY

TOTAL NLA OF

2.96 MILLION

SQUARE FEET


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EIGHTRIUM @ CHANGI BUSINESS PARK

One of the few multi-user business parkdevelopments in Changi Business Park

Located in one of Singapores most sought afterbusiness park with proximity to MRT stations

TUAS CONNECTION

An enclave of detached and semi-detachedmodern factory units, with dedicated privatecompounds designed for a range of industrialactivities

Functional almost column free layouts with wideproduction spaces that span 20 to 30 metres andceilings that rise as high as 12 metres

Strategically located close to key marine, oil &gas and other heavy industrial zones

BREAKDOWN BY VALUATION2

Business Park

Multiple-User Factory

Single-User Factory

BREAKDOWN BY GROSS REVENUE

51.1%

38.9%

10.0%

PORTFOLIO COMPOSITION

SOILBUILD GROUP HOLDINGS LTD.AS SPONSOR: A UNIQUEPROPOSITION

The Sponsor, Soilbuild Group Holdings Ltd., was co-founded byentrepreneur Lim Chap Huat more than 36 years ago. The Sponsor(including its subsidiary, Soilbuild Construction Group Ltd.) provides anintegrated end-to-end platform covering the full real estate value chainfrom construction to development, property and fund management.This is a significant point of difference between Soilbuild REIT andother S-REITs.

More than 90% of the IPO portfolio by value was conceptualised,designed and developed by the Sponsor through competitive conceptfixed price tenders.

In addition, the Sponsor has granted a Right of First Refusal to SoilbuildREIT which currently covers four properties in Singapore, providinga clear path of growth.

SOLARIS

EIGHTRIUM @ CHANGI

BUSINESS PARK

WEST PARK BIZCENTRAL

TUAS CONNECTION

TOTAL

VALUATION

S$935.0MILLION

43.2%

9.3%

47.5%

PROJECTION

YEAR 2014

GROSS REVENUE6

S$66.3MILLION


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WHY INVEST IN SoIlbuIld REIT?

Quality Portfolio with Unique Competitive Strengths

Strategically located portolio with high specifcations and excellent connectivity

Young and modern properties with weighted average age o 3.4 years (by GFA)

Longest weighted average leasehold term or underlying land o 50.4 years compared to other industrial S-REITs

Exposure to Quality Business Park Properties

Largest exposure to business park sector compared to other industrial S-REITs

High quality specifcations o Soilbuild REITs business parks, lower rents vis--vis traditional ofce space, and proximityto MRT stations

REIT to capitalise on the growth in the business parks segment in Singapore

Potential for Attractive Returns and Upside Growth

Stable stream o rental income with growth rom fxed rental escalation o Master Leased Properties and upside potential

through reversion o multi-tenanted propertiesSoilbuild REIT has a Right o First Reusal currently covering our properties with a maximum GFA in excess o 2.3 millionsq t, which would increase the total portolio GFA by more than 72%

Ability to tap on the Sponsors extensive network to source third party acquisition opportunities and undertake assetenhancements or Soilbuild REITs developments

Sponsorship by Leading Integrated Property Group

The Sponsor has close to 37 years o experience and is committed to support Soilbuild REIT with a stake o 27.0% (assumingthe Over-Allotment option is not exercised)

Sponsor with End-to-End Integrated Real Estate Management capabilities

Experienced Management Team Incentivised to Maximise Distributions to UnitholdersThe Management Team has extensive experience and a track record in managing S-REITs, property development,investment, marketing, leasing and fnance

Perormance-based management ees to align the interests o the Manager with Unitholders

99.7%occupaNcY

RaTE3

bEloW

30%aggREgaTElEvERagE7

Key

STATISTICS

PROJECTION YEAR 2014

dpu YIEld1

7.7%


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Ipo TIMETABLE

The Managers primary objectives is to provideUnitholders with regular and stable distributionswith long-term growth in DPU. The policy is todistribute 100.0% o Annual Distributable Income (asdefned herein) or the period rom Listing Date to31 December 2014 and at least 90.0% o its AnnualDistributable Income thereater.

The actual distributable income to Unitholders beyond31 December 2014, may be greater than 90.0% othe total Annual Distributable Income i the Managerbelieves it to be appropriate, having regard to Soilbuild

REITs unding requirements, other capital managementconsiderations and the overall stability o distributions.The level o distribution will be determined at theManagers discretion.

Application for the Public Offer may bemade through:

ATMs of DBS, OCBC and UOB banksInternet banking websites of DBS, OCBC andUOB banks

Mobile banking platform of DBSPrinted WHITE application forms which formpart of the Prospectus

SINGAPORe-FOCUSeD

ReIT WITH laRgESTEXpoSuRE To buSINESS

paRK SEcToR

Event Date

oenin f pi offer 7 ast 2013 6.00 .m.

cse f pi offer nsin te n time fr

the Inittin

14 august 2013 12.00 noon

cmmene trin n rey sis

16 ast 2013 2.00 .m.

1 Based on the Oering Price o S$0.78 per Unit and the projected DPU orProjection Year 2014, together with the accompanying assumptions in theProspectus. Such yield will vary accordingly or investors who purchase Units inthe secondary market at a market price dierent rom the Oering Price.

2 Based on the higher o the independent valuations by Colliers InternationalConsultancy & Valuation (Singapore) Pte Ltd and CBRE Pte. Ltd. as at 30 April2013.

3 As o 30 June 2013.

4 best in class reers to the Sponsor Properties conceptualised anddeveloped by the Sponsor that exceed the market standard or the samecluster o property or benchmark set by the BCA or end user requirements.

5 NLA includes some dedicated common areas within tenants compounds butdoes not constitute any part o GFA.

6 Based on the Proft Forecast and Proft Projection, together with theaccompanying assumptions in the Prospectus.

7 As at Listing Date.


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TABLE OF CONTENTS

Page

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

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 79

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

THE MANAGER AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 137

THE SPONSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

THE FORMATION AND STRUCTURE OF SOILBUILD BUSINESS SPACE REIT . . . . . 173

CERTAIN AGREEMENTS RELATING TO SOILBUILD BUSINESS SPACE REIT AND

THE PROPERTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 85

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 13

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 19

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 229

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 30

REPORTING AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 31

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 32

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 41

APPENDIX A REPORTING AUDITORS REPORT ON THE PROFIT FORECAST

AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1APPENDIX B REPORTING AUDITORS REPORT ON THE COMPILATION OF

UNAUDITED PRO FORMA FINANCIAL INFORMATION . . . . . . . . . . B-1

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

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

APPENDIX E INDEPENDENT BUSINESS SPACE PROPERTY MARKET

RESEARCH REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

FOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE. . . . . . . . F-1

APPENDIX G LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF

DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . G-1

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NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation 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 Soilbuild REIT, the Manager, the Trustee, the Joint

Financial Advisers, the Joint Bookrunners or the Sponsor. 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 of 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 Soilbuild REIT, the Manager,

the Units or the Sponsor since the date on the front cover of this Prospectus. Where such changes

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

or supervisory body or agency, the Manager will make an announcement of the same to the

SGX-ST and, if required, lodge and issue a supplementary document or replacement document

pursuant to Section 298 of the Securities and Futures Act and take immediate steps to comply with

the said Section 298. Investors should take notice of such announcements and documents and

upon release of such announcements and documents shall be deemed to have notice of such

changes.

None of Soilbuild REIT, the Manager, the Trustee, the Joint Financial Advisers, the Joint

Bookrunners and the Sponsor or any of their respective affiliates, directors, officers, employees,

agents, representatives or advisers is making any representation or undertaking to any purchaser

or subscriber of Units regarding the legality of an investment by such purchaser or subscriber

under appropriate legal, investment or similar laws. In addition, investors in the Units should not

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

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

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

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

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

availability, during office hours, from:

Citigroup Global Markets

Singapore Pte. Ltd.

DBS Bank Ltd. Oversea-Chinese Banking

Corporation Limited

8 Marina View

#21-00 Asia Square Tower I

Singapore 018960

12 Marina Boulevard

Level 46

DBS Asia Central @ Marina Bay

Financial Centre Tower 3

Singapore 018982

65 Chulia Street

OCBC Centre

Singapore 049513

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: http://www.sgx.com.

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

Units in certain jurisdictions may be restricted by law. Soilbuild REIT, the Manager, the Trustee,

the Joint Financial Advisers, the Joint Bookrunners and the Sponsor 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 Soilbuild REIT, the Manager, the Trustee,

the Joint Financial Advisers, the Joint Bookrunners and the Sponsor. This Prospectus does not

constitute, and the Manager, the Trustee, the Joint Financial Advisers, the Joint Bookrunners and

the Sponsor are not making, an offer of, or an invitation to subscribe for or purchase, any of the

Units in any jurisdiction in which such offer or invitation would be unlawful. Persons to whom a

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copy of this Prospectus has been issued shall not circulate to any other person, reproduce or

otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor

permit or cause the same to occur.

In connection with the Offering, the Stabilising Manager (or persons acting on behalf of the

Stabilising Manager) may, in consultation with the other Joint Bookrunners and at its discretion,

over-allot or effect transactions which stabilise or maintain the market price of the Units at levels

that might not otherwise prevail in the open market. However, there is no assurance that theStabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake

stabilising action. Such transactions may be effected on the SGX-ST and in other jurisdictions

where it is permissible to do so, in each case in compliance with all applicable laws and

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

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

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

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

Stabilising Manager) has bought, on the SGX-ST, an aggregate of 56,307,000 Units, representing

not more than 9.6% of the total number of Units in the Offering, to undertake stabilising actions

to purchase up to an aggregate of 56,307,000 Units (representing not more than 9.6% of the total

number of Units in the Offering), at the Offering Price. The exercise of the Over-Allotment Optionwill not increase the total number of Units outstanding.

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MARKET AND INDUSTRY INFORMATION

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

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

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

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

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

While the Manager has taken reasonable steps to ensure that the information is extracted

accurately and in its proper context, the Manager has not independently verified any of the data

from third-party sources or ascertained the underlying economic assumptions relied upon therein.

The Manager has commissioned DTZ Debenham Tie Leung (SEA) Pte Ltd (the Independent

Market Research Consultant) to prepare the Independent Business Space Property Market

Research Report (see Appendix E, Independent Business Space Property Market Research

Report for further details).

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OVERVIEW

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

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

section can be found in the Glossary or in the trust deed constituting Soilbuild REIT dated 13

December 2012 (and as may be amended, varied or supplemented from time to time) (the Trust

Deed). A copy of the Trust Deed can be inspected at the registered office of the Manager, which

is located at 25 Changi South Street 1, SB Building, Singapore 486059.

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

statements or are historical statements reconstituted on a pro forma basis. Such statements are

based on certain assumptions and are subject to certain risks and uncertainties which could cause

actual results of Soilbuild REIT to differ materially from those forecast or projected (see

Forward-Looking Statements for further details). Under no circumstances should the inclusion of

such information herein be regarded as a representation, warranty or prediction with respect to the

accuracy of the underlying assumptions by Soilbuild REIT, the Manager, the Trustee, the Joint

Financial Advisers, the Joint Bookrunners, the Sponsor or any other person or that these results

will be achieved or are likely to be achieved. Investing in the Units involves risks. Prospective

investors are advised not to rely solely on this section, but to read this Prospectus in its entiretyand, in particular, the sections from which the information in this section is extracted and Risk

Factors to better understand the Offering and Soilbuild REITs businesses and risks.

INTRODUCTION TO SOILBUILD BUSINESS SPACE REIT

Soilbuild REIT is a Singapore real estate investment trust (REIT) established with the principal

investment strategy of investing on a long-term basis, directly or indirectly, in a portfolio of

income-producing real estate used primarily for business space purposes in Singapore as well as

real estate-related assets.

For the purposes of this Prospectus, the term business space refers to (i) all properties zoned

as business park (which includes business space used primarily for office, including any ancillary

usage, so long as such usage is permitted under the relevant regulation) and (ii) industrial

properties (including, but not limited to, ramp-up facilities, flatted factories and light industrial

properties) which are used primarily for, among others, manufacturing, engineering, logistics,

warehousing, electronics, marine, oil & gas, research and development and value-added

knowledge-based activities.

SOILBUILD REITS PORTFOLIO

Soilbuild REITs initial portfolio of properties comprises seven business space properties,

including two business park developments and five industrial properties. On the Listing Date,

Soilbuild REIT will acquire Eightrium @ Changi Business Park, Solaris, Tuas Connection andWest Park BizCentral (the Sponsor Properties). Soilbuild REIT acquired NK Ingredients on 15

February 2013, COS Printers on 19 March 2013 and Beng Kuang Marine on 10 May 2013 (the

Private Trust Portfolio or the Third Party Master Leased Properties, and together with the

Sponsor Properties, the IPO Portfolio or the Properties).

The IPO Portfolio will have an aggregate gross floor area (GFA) of 3,233,104 sq ft and net

lettable area (NLA) of 2,955,338 sq ft as at 30 June 2013. The purchase price of the IPO

Portfolio is S$905.3 million. (See Business and Properties for further details.)

Solaris will be leased back to the Sponsor indirectly through its subsidiary, SB (Solaris)

Investment Pte. Ltd. (the Sponsor Master Lessee), pursuant to a master lease agreement (the

Sponsor Master Lease) and NK Ingredients, COS Printers and Beng Kuang Marine will be

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leased back to NK Ingredients Pte. Ltd. ( NIPL), C.O.S Printers Pte Ltd and PICCO Enterprise

Pte. Ltd. (the Third Party Master Lessees), respectively, pursuant to master lease agreements

(the Third Party Master Leases). Eightrium @ Changi Business Park, Tuas Connection and

West Park BizCentral (the Sponsor Multi-tenanted Properties) wil l be operated under

multi-tenanted lease arrangements.

The table below set out the key details of the Properties including the lease arrangements, the

vendors (the Vendors) and Master Lessees.

Property GFA

(sq ft)

Asset

Type

Purchase

Price

(S$ million)

Lease

Arrangement

Vendor Master

Lessee

Eightrium

@ Changi

Business Park

213,835 Business

Park

Property

91.4 Multi-tenanted SB

(Eightrium)

Investment

Pte. Ltd.

Solaris 551,811 Business

ParkProperty

293.4 Master Lease SB (Solaris)

InvestmentPte. Ltd.

SB (Solaris)

InvestmentPte. Ltd.

Tuas Connection 607,994 Industrial

Property


(Tuaslinc)

Investment

Pte. Ltd.

West Park

BizCentral

1,414,600 Industrial

Property


(Westpark)

Investment

Pte. Ltd.

NK Ingredients 312,375 IndustrialProperty 60.0 Master Lease NIPL NIPL

COS Printers 58,752 Industrial

Property

10.3 Master Lease C.O.S

Printers

Pte Ltd

C.O.S

Printers

Pte Ltd

Beng Kuang

Marine

73,737 Industrial

Property

14.5 Master Lease PICCO

Enterprise

Pte. Ltd.

PICCO

Enterprise

Pte. Ltd.

Total 3,233,104 905.3

Solaris and the Third Party Master Leased Properties are collectively referred to herein as the

Master Leased Properties. The Sponsor Master Lessee and the Third Party Master Lesseesare collectively referred to herein as the Master Lessees. The Sponsor Master Lease and the

Third Party Master Leases are collectively referred to herein as the Master Leases or the

Master Lease Agreements.

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Key Objective

The Managers key objectives are to provide unitholders of Soilbuild REIT ( Unitholders) with

regular and stable distributions and long-term growth in DPU and net asset value (NAV) per Unit,

while maintaining an appropriate capital structure.

Key Strategies

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

Active asset management strategy The Manager will strive to build long-lasting

relationships with the Master Lessees, the underlying tenants and the Trusts tenants and will

work closely with the Property Manager, to implement pro-active policies and measures to

enhance and improve the Properties operational performance, thereby increasing the yields

and mitigating re-leasing risks of the Properties. In particular, focus will be on regular

engagement with tenants, achieving early renewal commitments, effective marketing of

vacant units and carrying out asset enhancement projects.

Acquisition growth strategy The Manager will source for and pursue acquisitionopportunities of quality income-producing business space properties that provide attractive

cash flows and yields to enhance returns to Unitholders and potential for future income and

capital growth.

Capital and risk management strategy The Manager will employ an appropriate mix of

debt and equity in financing acquisitions, Development Projects (as defined herein) and

asset enhancements, secure diversified funding sources through both capital markets and

financial institutions, utilise interest rate hedging strategies to reduce market volatility

exposure where appropriate and minimise its weighted average cost of capital while

maintaining a strong and robust balance sheet.

Development strategy Within the l imits of Appendix 6 of the Code on CollectiveInvestment Schemes issued by the MAS (the CIS Code, and Appendix 6 of the CIS Code,

the Property Funds Appendix)1, the Manager will selectively undertake development

activities, including, but not limited to, built-to-suit developments, which have the potential to

enhance the value of Soilbuild REITs portfolio. In carrying out development activities, the

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

benefits to Unitholders. The Manager will leverage on the capability and successful track

record of the Sponsor in carrying out its development activities.

Divestment Strategy: The Manager may consider the divestment of non-performing assets

to free up or recycle capital for re-deployment towards higher yielding growth opportunities

as and when appropriate.

1 Under the Property Funds Appendix, the total contract value of property development activities undertaken and

investments in uncompleted property developments should not exceed 10.0% of the Deposited Property (as definedherein).

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Structure of Soilbuild REIT

SB REIT Management Pte. Ltd. is the manager of Soilbuild REIT. The Manager has general

powers of management over the assets of Soilbuild REIT. The Managers main responsibility is to

manage Soilbuild REITs assets and liabilities for the benefit of Unitholders. The Manager will set

the strategic direction of Soilbuild REIT and give recommendations to the Trustee on the

acquisition, divestment, development and/or enhancement of assets of Soilbuild REIT in

accordance with its stated investment strategy. The Manager will also be responsible forimplementing lease management strategies for the Properties. The Manager is a wholly-owned

subsidiary of the Sponsor, a leading integrated property group with close to four decades of

experience and a successful track record in bidding for land, constructing, developing, leasing and

managing an award-winning portfolio of residential and business space properties.

SB Property Services Pte. Ltd. is the property manager of Soilbuild REIT (the Property

Manager). The Property Manager is, among others, responsible for providing property

management, project management, marketing and administration of property tax services and

property accounting services for the properties in Soilbuild REITs portfolio. The Property Manager

is a wholly-owned subsidiary of the Sponsor.

The following diagram illustrates the relationship between Soilbuild REIT, the Manager, the

Property Manager, the Trustee and the Unitholders:

Unitholders

OwnershipofUnits Distributions

Property Manager

PropertyManagementServices

PropertyManagementFees& other fees

Ownershipofassets

Manager

ActsonbehalfofUnitholders

Soilbuild

Business

Space REITTrusteeFees

Trustee

ManagementFees&otherfees

Fund,Asset& LeaseManagement Services

NetPropertyIncome

The

Properties

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INVESTMENT HIGHLIGHTS

The Manager believes that an investment in Soilbuild REIT offers the following attractions to

Unitholders:

Quality portfolio with unique competitive strengths

Best in class1 business space portfolio with excellent connectivity

Longest weighted average leasehold term for underlying land relative to otherSingapore listed industrial REITs

Downside protection with in-built growth potential

Asset enhancement and redevelopment opportunities to maximise under-utilised landplot ratios

Exposure to IPO Portfolio with high proportion of business park properties

Ability to leverage on the capabil it ies of the Sponsor, an integrated construction,

development, property and fund management company with excellent track record

Potential acquisition opportunities through right of first refusal and third party acquisitions

Capital structure provides financing flexibility with debt headroom for growth

Experienced and professional REIT management and property management team

Committed Manager incentivised to maximise distributions to Unitholders

Stable and growing distributions

(1) Quality Portfolio with Unique Competitive Strengths

Soilbuild REIT will provide investors with an opportunity to invest in a portfolio of strategicallylocated business space properties with high specifications and excellent connectivity.

Income from the Master Lease Agreements, which comprises approximately 42.8% of Net

Property Income (as defined herein) for the Forecast Period 2013, will complement Soilbuild

REIT with a stable stream of rental income with steady growth which will help to mitigate risks

to income caused by uncertainty and volatility of global economic conditions. In addition, the

Properties also offer ample opportunities for asset enhancement and redevelopment.

The Manager believes the IPO Portfolio has the following competitive advantages:

best in class business space portfolio with excellent connectivity;

longest weighted average leasehold term for underlying land relative to other Singapore

listed industrial REITs;

downside protection with in-built growth potential; and

asset enhancement and redevelopment opportunities to maximise underlying land plot

ratios.

1 best in class refers to the Sponsor Properties conceived and developed by the Sponsor that exceed the market

standard for the same cluster of property or benchmark set by the Building & Construction Authority (BCA) for enduser requirements.

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(A) Best in Class Business Space Portfolio with Excellent Connectivity

The Properties are strategically located near key research and development hubs and

enjoy excellent accessibility to established infrastructure, facilities and amenities,

including easy access to major expressways and major roads and close proximity to

Mass Rapid Transit (MRT) stations.

For instance, the two business park properties, Solaris and Eightrium @ Changi

Business Park, are strategically located in one-north and Changi Business Park

respectively. one-north is located in close proximity to the one-north MRT station andwas conceptualised to be a hub for the growth of information, communication

technologies, media, physical sciences and engineering industries, while Changi

Business Park is one of Singapores most sought after business park locations located

within walking distance to Expo MRT station and other amenities, including Changi City

Point and Singapore EXPO Convention and Exhibition Centre. one-north and Changi

Business Park also enjoy easy accessibility to road infrastructures, with one-north

being located near the Ayer Rajah Expressway and Changi Business Park being located

near the Pan Island Expressway and the East Coast Parkway.

Soilbuild REITs industrial properties, Beng Kuang Marine, COS Printers, NK

Ingredients, Tuas Connection and West Park BizCentral, are located in the key

industrial hub in the western region of Singapore where they have good accessibility tomajor expressways such as the Ayer Rajah Expressway and Pan Island Expressway

and are situated in close proximity to Pioneer MRT, Boon Lay MRT and Joo Koon MRT

stations. These properties also enjoy close proximity to transportation hubs such as

Jurong Port and the planned mega container port at Tuas which is expected to be

operational around 20221.

1 Source: Independent Market Research Consultant.

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In addition, the Sponsor Properties have been carefully designed to offer high quality

specifications and features which increase their attractiveness to a wide variety of

tenants. For instance:

Solaris, one of the few completed mult i-user business park propert ies in

Fusionopolis, incorporates a plethora of green innovations such as a continuous

spiral landscaped terrace winding up to the roof gardens, a green view corridor

with central courtyards and incorporating a unique solar shaft and motorised roofglass panels to create a naturally ventilated day-lit grand atrium;

West Park BizCentral is one of the first privately built stack-up factories in

Singapore. Its flexible configuration allows for innovative use of space while a

vehicular ramp allows container truck access to upper stories providing tenants

with ground floor convenience. Exclusive sub-stations are provided for each

ramp-up unit, thereby providing tenants with exclusive and ample power sources;

Eightrium @ Changi Business Park has roof top gardens and terraces that create

a unique business space proposition for tenants. In addition, it is one of the few

multiple-user business park developments in Changi Business Park; and

Tuas Connection is one of the few privately owned detached and semi-detached

factory spaces in Singapore and is very popular among industrial users due to the

exclusivity that the private compounds offer. Tuas Connection is also expected to

benefit from increased accessibility due to the future Tuas West Extension along

the East West MRT Line expected to be completed in 20161.

Furthermore, the Properties are modern with a weighted average age (by GFA) of 3.4

years (computed based on date of issuance of Certificate of Statutory Completion

(CSC)), which is one of the youngest among the other industrial REITs listed on the

SGX-ST according to the Independent Market Research Consultant.

Given the efficient designs and high quality specifications, the Properties are well

regarded, and have won multiple accolades including the BCA Green Mark Platinum

Award, top honours at the Skyrise Greenery Awards and Green Good Design Award for

Architecture (2010) for Solaris, and BCA Green Mark Gold Award for West Park

BizCentral.

Based on the above, the Manager believes that the IPO Portfolio will attract strong

tenant demand, which will enhance Soilbuild REITs ability to provide Unitholders with

stable and growing income distributions.

1 Source: Land Transport Authority website.

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(B) Longest Weighted Average Leasehold Term for Underlying Land Relative to Other

Singapore Listed Industrial REITs

As of the Listing Date, the IPO Portfolio has a weighted average unexpired land lease

term (including the period covered by the relevant options to renew) by purchase price

of 50.4 years1 and by GFA of 48.7 years. This compares favourably to new

developments on the Industrial Government Land Sales sites which have shorter

tenures of between 22 to 30 years as the land lease term of the IPO Portfolio includesoptions to renew in contrast to new developments on the Industrial Government Land

Sales sites which no longer come with any options to renew based on the policy

announced by the Ministry of Trade and Industry2. In addition, the IPO Portfolio has a

weighted average unexpired land lease term which also compares favourably to other

industrial REITs in Singapore according to the Independent Market Research

Consultant (even after taking into account the options to renew which are available to

such industrial REITs in Singapore).

(C) Downside Protection with In-Built Growth Potential

As of the Listing Date, the Master Leased Properties, which comprise 41.8% of the IPO

Portfolio by purchase price and 30.0% of the IPO Portfolio by NLA, will be leased backto the respective Vendors pursuant to the Master Lease Agreements. The Master Lease

Agreements have lease terms of 5 to 15 years from the Listing Date/respective

completion dates with locked-in rental escalations.

The table below sets out the key terms of the Master Lease Agreements:

Property

Initial Fixed

Annual Rent

(S$ million) Term Rental Escalation(1)Security

Deposit

Solaris 16.7(2) 5.0 years from

Listing Date

3.0% per annum with

the first escalation on

1 April 2014 andannually thereafter

12 months(3)

NK Ingredients 4.7(2) 15.0 years

from 15

February 2013

4.5% every two years 12 months

1 This figure is derived by computing the weighted-average unexpired land lease term by the respective Propertiespurchase price. As an illustration, (i) if Property A has a purchase price of S$10.0 million and a 20 years unexpiredland lease term and (ii) if Property B has a purchase price of S$5.0 million and a 15 years unexpired land lease term,the weighted average unexpired land lease term would be computed as follows: (10/15 x 20) + (5/15 x 15) = 18.33.

The weighted-average unexpired land lease term of the IPO Portfolio has been provided in order to facilitate moremeaningful comparisons between Soilbuild REIT and other comparable REITs.

2 In accordance with the Ministry of Trade and Industrys press release entitled Launch of Second Half 2012 IndustrialGovernment Land Sales Programme effective from June 2012, the maximum occupancy period for industrial sitesunder the government land sales programme was shortened to 30 years to make industrial property more affordableand improve the governments flexibility for land redevelopment. As such, there are no renewal options for newindustrial development sites under the government land sales programme.

Source: The Ministry of Trade and Industrys press release entitled Launch of Second Half 2012 IndustrialGovernment Land Sales Programme effective from June 2012. The Ministry of Trade and Industry has not providedits consent, for the purposes of Section 249 of the SFA (read with Section 302(1) of the SFA), to the inclusion of theinformation extracted from the relevant report published by it and therefore is not liable for such information underSections 253 and 254 of the SFA (both read with Section 302(1) of the SFA). While the Manager has takenreasonable actions to ensure that the information from the report published by the Ministry of Trade and Industry isreproduced in its proper form and context, and that the information is extracted accurately and fairly from such

report, none of the Manager, the Joint Bookrunners or any other party has conducted an independent review of theinformation contained in such report or verified the accuracy of the contents of the relevant information.

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Property

Initial Fixed

Annual Rent

(S$ million) Term Rental Escalation(1)Security

Deposit

COS Printers 0.9(4) 10.0 years

from 19 March

2013

4.0% every two years 12 months

Beng KuangMarine

1.1(4)

7.0 years from10 May 2013

2.0% per annum 12 months(5)

Notes:

(1) Solaris fixed annual rent is subject to an annual escalation of 3.0% with the first escalation on 1 April2014. In comparison, NK Ingredients is subject to a 4.5% escalation every two years and COS Printersis subject to a 4.0% escalation every two years. On a like-for-like basis, NK Ingredients and COSPrinters would therefore provide a compounded annual growth rate of 2.2% and 2.0%, respectively. Theannual rental escalation rate of 3.0% for Solaris has been agreed on an arms length basis and isconsidered to be at market level and in line with comparative transactions.

(2) Solaris and NK Ingredients are leased on a triple net lease basis. Triple net lease refers to a leasewhereby the lessee pays for rent and the following property-related expenses: (i) annual land rent, (ii)property tax and (iii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing

of lifts and M&E items.

(3) Based on an amount calculated from 1 April of one year to 31 March of the next year.

(4) COS Printers and Beng Kuang Marine are leased on a double net lease basis as land premium (asdefined herein) has been paid upfront. Double net lease refers to a lease whereby the lessee paysfor rent and the following property-related expenses: (i) property tax and (ii) insurance, day-to-daymaintenance including cleaning, security, utilities, servicing of lifts and other M&E items. For COSPrinters, which is governed by a JTC Corporation (JTC) lease, with the payment of land premiumupfront, the annual land rent is reduced to S$12 which JTC has temporarily waived until such time asJTC may determine. For Beng Kuang Marine, which is governed by a State lease, the land premiumwas paid upfront and the annual land rent is S$12 which is waived by the Minister until such time asthe Minister may determine.

(5) In addition, the lessee has furnished a corporate guarantee for an amount equal to six months of theannual rent.

The Manager believes that the Master Lease Agreements will provide Soilbuild REIT

with a stable stream of quality rental income, predictable growth and will mitigate any

income risk caused by uncertainty and volatility of global economic conditions due to

the following reasons:

the weighted average term of the Master Lease Agreements (by Gross Rental

Income (as defined herein) for the Projection Year 2014 (as defined herein)) of 7.1

years, as of the Listing Date, provides Soilbuild REIT with predictable income

growth in the short to mid-term without limiting long-term upside as the business

space market continues to improve going forward;

the initial fixed annual rent and rental escalations of the Master Lease Agreements

have been negotiated and agreed after considering the prevailing rental rates and

rental outlook and are in line with market trends. Accordingly, the Manager

believes that Soilbuild REIT may enjoy rental growth in line with the market even

after the expiry of the Master Lease Agreements;

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Solaris is sub-tenanted to a pool of established tenants such as SPRING

Singapore and multinational corporations (MNCs) including John Wiley & Sons

and Autodesk Asia. Many of these sub-tenants have demonstrated their

commitment to take up space for the long term having entered into long term

leases (with rental step-ups) and incurred significant capital expenditure in fitting

out the space for their use. The Manager believes the commitment from the

sub-tenants will mitigate vacancy risks in the future;

the Master Lease Agreements have been structured on either a double or triple net

lease basis, such that most of the on-going expenses are borne by the Master

Lessees and not Soilbuild REIT; and

the Manager expects minimal capital expenditure for the Forecast Period 2013 (as

defined herein) and Projection Year 2014 (collectively, the Forecast and

Projection) given that the Properties are relatively new.

(D) Asset Enhancement and Redevelopment Opportunities to Maximise Under-

utilised Land Plot Ratios

Several of the Properties, particularly NK Ingredients and COS Printers, have under-

utilised plot ratios and have potential for growth though maximising the allowable plot

ratios on the land which these properties are located, provided approval is granted to

maximise the plot ratios. Soilbuild REIT could potentially realise up to approximately

343,240 sq ft of GFA through asset enhancement or redevelopment initiatives to

achieve the maximum allowable plot ratios at NK Ingredients and COS Printers1, which

would provide further income and capital growth for Soilbuild REIT.

(2) Exposure to IPO Portfolio with High Proportion of Business Park Properties

According to the Independent Market Research Consultant, Soilbuild REIT will offer the

largest exposure to the business park segment compared to the other Singapore listed REITsgiven it has the highest proportion of business park assets (42.5% by purchase price) 2, as

compared to other Singapore REITs with business park exposure ranging from 8% to 21%.

The Manager believes that Soilbuild REIT will provide Unitholders exposure to the healthy

and sustainable growth in the business park market in Singapore.

Demand for business park space in Singapore has been growing steadily through the years

as qualifying tenants3 are drawn to their high quality and lower rents relative to traditional

office spaces. The attractive specifications, particularly in newer business park buildings

include modern exterior building design/facade or internal specifications which are in line or

exceed office developments in the Central Business District (CBD), offering attractive

alternatives to users. The clustering of various established companies in business parksfurther raises the profile of business parks as attractive business locations.

1 Subject to confirmation and approval by JTC and other relevant authorities.

2 Based on NLA, the proportion of business park assets is 20.9%.

3 Range of permitted uses limited to those that are generally non-production in nature but are characteristic ofhigh-technology and research-oriented industries.

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Business parks are also increasingly being developed to become self-sufficient communities

offering holistic live-work-play environments to overcome their shortcomings of being

located outside the CBD and away from where amenities are more readily available. The fact

that many business parks are now served by MRT stations, and hence can be easily

accessed from many parts of Singapore, has also contributed to the rising acceptance of

business parks as alternative business premises.

With rental rates at business parks being very competitive, relative to traditional office space,many qualifying business park users have started shifting their businesses to business parks

to capitalise on potential cost savings. Companies also prefer the relatively more stable rents

of business parks compared to offices which would support them in their long-term strategic

business plans and sustainability objectives. As Singapore continues to attract businesses

from high value-added industries looking to set up regional headquarters and research

facilities, the Manager expects the demand for business park space to increase further.

Comparison of Business Park and Office Median Rentals

(S$ per square foot (psf) per month)

$2.42$2.60 $2.60

$4.27

$3.33$3.60

$3.90 $3.81$3.00

$3.51

$6.08$6.50

$5.00

$5.50

$5.92

$6.30

2005 2006 2007 2008 2009 2010 2011 2012

Business Parks Oce (Central Area)

one-north 1Q13 rental:S$5.00 - 5.50 psf pm

Changi Business Park1Q13 rental:S$4.50 - 5.00 psf pm

Business parks oerrelatively more

attractive and stablerentals rates

(30%)

(22%)

Source: Independent Market Research Consultant.

Furthermore, the Independent Market Research Consultant noted that approximately 67% of

the pipeline private supply between 2013 and 2015 is estimated to be pre-committed, of

which a majority are single-user built-to-suit facilities which would pose little pressure on

overall business park rents. The pipeline for decentralised offices, an alternative to business

park space, is also likely to be limited as the majority has been pre-committed, resulting in

relatively limited alternatives for business park developments.

Given the strong business park market fundamentals, the Independent Market Research

Consultant projects rental rates for business park properties in Singapore to increase

steadily by 3.0% and 4.0% in 2013 and 2014 respectively.

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Forecast Business Park Supply

(Million Sq ft)

Forecast Business Park Rentals

(Island Wide, S$ psf per month)

0.8 0.7 0.6

0.5 0.5

1.31.2

0.6

2013 F 2014 F 2015 F

Pre-committed Available

Over 67% ofPipeline Pre-Committed

$3.60

$3.90

$3.81

$3.92

$4.08

2010 2011 2012 2013 F 2014 F

Source: Independent Market Research Consultant.

As at the Listing Date, Soilbuild REIT will have two high-end business park properties in itsportfolio, being Solaris and Eightrium @ Changi Business Park, which are strategically

located in key business park hubs. Coupled with the high quality specifications of Solaris and

Eightrium @ Changi Business Park, lower rents than the CBD and proximity to MRT stations,

the Manager believes that Soilbuild REIT is well positioned to capitalise on the growth in the

Business Park segment in Singapore.

(3) Ability to leverage on the capabilities of the Sponsor, an Integrated Construction,

Development, Property and Fund Management Company with Excellent Track Record

Established in 1976, the Sponsor is a leading integrated property group based in Singapore

with operations covering the full spectrum of the real estate value chain, ranging fromend-to-end construction, design and development, to project management. This is a

significant point of difference between Soilbuild REIT and other Singapore Industrial REITs.

With a strong track record for quality and innovation, the Sponsor is one of the few Singapore

construction companies graded A1 by the BCA which allows it to tender for public sector

projects without any value limitations.

Construction

End-to-End Construction

BCA ConstructionGrade of A1

Multi-Discipline Team

Public & Private sector

Range of Asset Classes

Balance Sheet

Focus on End Users

Innovative designs

Quality

Location

Tenant retention

Relationship with Brokers

Dedicated TeamEstablished Relationshipswith Government agencies

Asset Enhancements

Income Optimisation

Experienced ManagementTeam

Capital Management

Relationship with Vendors

Operations cover full spectrum of value chain

DevelopmentLease

Management

Asset/Property

ManagementFund Management

Integrated

Real Estate

Management

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Given its intimate knowledge of the Singapore industrial market, the Sponsor has been

successful in securing a number of development projects with JTC, in particular the Concept

and Fixed Price Tenders1 for all of the Sponsor Properties. Accordingly over 90.6% (by

purchase price) and 84.9% (by NLA) of the IPO Portfolio was conceived, designed and

developed by the Sponsor, demonstrating its strong design and development capabilities.

The Sponsors experience and track record have been recognised through the various

awards and accolades it has received through the years. Some key awards received arelisted below.

Solaris Project

BCA Green Mark (New Buildings) 2009 Award Platinum2 2009

First Prize (Unbuilt Category) in Skyrise Greenery Award3 2009

The Green Good Design 2010 Architecture4 2010

Pertubuhan Akitek Malaysia Award Gold (Overseas)5

2011

Royal Institute of British Architects International Award 20126 2012

West Park BizCentral Project

BCA Green Mark (New Buildings) 2010 Award Gold 2009

Montebleu Project

International Property Award Highly Commended High-rise Architecture, Singapore7

2011

Soilbuild Group

Five-time winner for Singapore Enterprise 50 Awards8.

Five-time winner for Singapore SME 500 and 1000 Awards8.

1 Concept and Fixed Price Tender is a land tender mechanism by JTC which evaluates bids on concept proposalsagainst a stipulated fixed land price.

2 The BCA Green Mark Scheme is a programme that evaluates buildings for their environmental impact andperformance.

3 The Skyrise Greenery Awards aim to promote and reward greening efforts in urban developments.

4 Awarded by the Chicago Athenaeum: Museum of Architecture and Design, and the European Centre for ArchitectureArt Design and Urban Studies.

5 The Pertubuhan Akitek Malaysia Awards recognise the contribution made by architects in terms of design quality andthat of the built environment.

6 The Royal Institute of British Architects (RIBA) International Awards recognises outstanding work performed bymembers of RIBA around the world.

7 The International Property Awards recognise achievement by companies operating in the property and real estateindustry.

8 Singapore SME Awards are created to acknowledge Singapore SMEs that have made notable achievements in thequantitative management of their companies.

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The Sponsor is committed to support Soilbuild REIT over the long term. Mr Lim Chap Huat

together with the Sponsor will, immediately following the completion of the Offering, be the

largest unitholders of Soilbuild REIT holding an aggregate of 27.0% of the total number of

Units expected to be in issue (assuming the Over-Allotment Option is not exercised or 20.0%

of the total number of Units expected to be in issue assuming the Over-Allotment Option is

exercised in full), demonstrating their alignment of interest with Unitholders.

The Manager believes that Soilbuild REIT will be able to leverage on the Sponsors long trackrecord and expertise across the full spectrum of the real estate value chain. The Sponsor will

be able to assist in the design and execution of development projects that are within the

development limit of the Property Funds Appendix1. For larger projects that exceed the limit,

the Sponsor may be able to warehouse such projects that will then be part of the Right of

First Refusal (ROFR) pipeline for potential injection into Soilbuild REIT at a later stage. The

Manager will be able to tap on the Sponsors expertise and track record in procurement and

planning, design and execution of construction projects when considering potential

acquisitions as well as existing properties that have asset enhancement potential.

(4) Potential Acquisition Opportunities through Right of First Refusal and Third Party

Acquisitions

The Manager believes that there is a clear path of growth for Soilbuild REIT based on the

following:

The Sponsor has granted a ROFR to Soilbuild REIT over all income producing real estate

located in Singapore used primarily for business space purposes for so long as:

SB REIT Management Pte. Ltd. or any of its related corporations (as defined herein)

remains the manager of Soilbuild REIT; and

the Sponsor and/or any of its related corporations, alone or in aggregate, remains as a

controlling shareholder (as defined herein) of the manager of Soilbuild REIT.

The ROFR currently covers four properties located across Singapore with a maximum GFA2

of approximately 2,335,694 sq ft (the Existing ROFR Properties). If the Manager were to

acquire all of these properties, Soilbuild REITs portfolio GFA could increase by over 72.2%.

The table below provides selected details of such properties as at 30 June 2013:

Properties Description

Maximum

GFA(1)

(000 sq ft)

Underlying

Land Tenure

1020, 1022, 1024 & 1026

Tai Seng Avenue

3 blocks of 7-storey

flatted factory building

and a single-storey

amenity centre

1,031 60 years from

26 August 2011

164 & 164A Kallang Way 7-storey light industrial

building and a single

storey amenity centre

575 40 years from

26 August 2011

1 Under the Property Funds Appendix, the total contract value of property development activities undertaken andinvestments in uncompleted property developments should not exceed 10.0% of the Deposited Property.

2 Based on maximum allowable plot ratio.

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Properties Description

Maximum

GFA(1)

(000 sq ft)

Underlying

Land Tenure

171 Kallang Way 5-st orey light industr ial

building

326 40 years from

26 August 2011

Bukit Batok Street 23 9-storey l ight industrial

ramp-up building (under

construction)

404 30 years from

20 November

2012

Total 2,336

Note:

(1) Based on maximum allowable plot ratio.

In relation to the above ROFR properties, no annual land rent is payable for the remainder

of the lease as land premium has been paid upfront.

Furthermore, the Manager believes the ROFR pipeline will continue to grow as the Sponsor

participates in more business space development projects going forward, providing Soilbuild

REIT with an expanding pipeline of properties that Soilbuild REIT may have the opportunity

to acquire to enhance its distribution growth profile. The Sponsor has demonstrated its ability

to develop quality business space assets for Soilbuild REIT, with approximately 90.6% (by

purchase price) and 84.9% (by NLA) of the IPO Portfolio comprising assets designed and

developed by the Sponsor.

In addition, given the Sponsors familiarity of the business space market in Singapore and its

track record and expertise, the Manager believes that Soilbuild REIT will be able to leverage

on the Sponsors resources to identify potential third party acquisition opportunities in

Singapore.

Potential GFA Growth Trajectory (000 sq ft)

3,233

2,336 343 5,912

Current GFA Existing ROFR Properties(1) Redevelopment Potential(2)

82.9%

Potential GFA

Notes:

(1) Based on maximum allowable plot ratio.

(2) Based on the maximum redevelopment potential of NK Ingredients and COS Printers.

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(5) Capital Structure Provides Financing Flexibility with Debt Headroom for Growth

As of the Listing Date, Soilbuild REIT is expected to have gross borrowings of S$280.0

million with an Aggregate Leverage (as defined herein) of 29.9%. The Property Funds

Appendix allows Soilbuild REIT to borrow up to 35.0% of the value of the Deposited Property

without a credit rating and up to a maximum of 60.0% of the value of the Deposited Property

if a credit rating from Fitch Inc., Moodys or Standard & Poors is obtained and disclosed to

the public. Based on a limit of 35.0% of the value of the Deposited Property, the Managerestimates that Soilbuild REIT would have debt headroom of approximately S$73.2 million as

of the Listing Date1.

The Manager believes that Soilbuild REITs conservative capital structure provides a buffer

against potential volatility in the debt financing markets, while positioning Soilbuild REIT to

effectively execute future acquisitions at attractive terms.

The Manager intends to employ an appropriate mix of debt and equity in financing

acquisitions and property enhancements. The Manager will also utilise interest rate hedging

strategies, where appropriate, so as to optimise risk-adjusted returns to the Unitholders.

(See Strategy Key Strategies Capital and Risk Management Strategy for furtherdetails.)

(6) Experienced and Professional REIT Management and Property Management Team

The Manager believes that Unitholders will benefit from the experience of key staff members

of the Manager in the Singapore business space markets as well as the strengths and

experience of the Property Manager in business space property management.

The Manager has employed experienced professionals who have prior experience in real

estate, in particular listed REITs.

In particular, the Chief Executive Officer, Mr Shane Hagan has over 17 years of experiencein the real estate industry and related sectors. Prior to joining the Manager, from December

2010 to November 2012, he was the Chief Financial Officer of Mapletree Commercial Trust

Management Ltd., the manager of Mapletree Commercial Trust and was responsible for all

finance and accounting matters, tax and treasury matters, overseeing implementation of

Mapletree Commercial Trusts short and medium term business plans, fund management

activities and financial condition.

The Chief Operating Officer, Mr Roy Teo Seng Wah has 13 years of experience in the real

estate industry and related sectors. Prior to joining the Manager, from March 2005 to

September 2012, he was first the Co-head of Business Development and Investment and

then the Head of Logistics Portfolio of Ascendas Funds Management (S) Limited, themanager of Ascendas Real Estate Investment Trust where he was responsible for the

day-to-day operations and strategic review of the logistics portfolio.

Both the Chief Executive Officer and Chief Operating Officer have extensive experience in

managing REITs and have proven track records of sourcing for and completing acquisitions

of real estate assets used for business space purposes.

1 It should be noted that under the terms of the New Debt Facility (as defined herein), Soilbuild REIT has covenantedthat its Aggregate Leverage should not be more than 45.0% if a credit rating from Fitch Inc., Moodys or Standard& Poors is obtained and disclosed to the public. Based on a limit of 45.0% of the value of the Deposited Property,

the Manager estimates that Soilbuild REIT would have debt headroom of approximately S$256.7 million as of theListing Date.

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The key staff members of the Property Manager also have significant experience in

managing business space properties and in-depth knowledge of the Sponsor Properties.

The Property Manager will be led by Ms Leo Jee Lin, who has been with the Sponsor and its

subsidiaries (the Sponsor Group) for over 20 years and has extensive experience in sales

and marketing for both the industrial and residential portfolios. The Head of Property

Management, Mr Steven Leow, also has over 20 years of experience in operations,

maintenance, development and construction in the real estate and infrastructure-relatedindustries. His previous employment was with Ascendas Services Pte Ltd as Head of

Property Management managing business space for both Ascendas Real Estate Investment

Trust and Ascendas Land. During his tenure, he has successfully completed several asset

enhancement and development projects. With a strong team in place, the Manager is of the

view that the Property Manager is well equipped to successfully manage the business space

assets of Soilbuild REIT.

(7) Committed Manager Incentivised to Maximise Distributions to Unitholders

The management fees payable to the Manager have a performance-based element which is

designed to align the interest of the Manager with those of the Unitholders, throughincentivising the Manager to grow revenues and minimise operating expenses.

Under the Trust Deed, the Manager is entitled to receive a base fee of 10.0% per annum of

the Annual Distributable Income (the Base Fee). The Manager will further receive an

annual performance fee of 25.0% of the difference in DPU in a financial year with the DPU

in the preceding financial year (calculated before Performance Fee (as defined herein))

multiplied by the weighted average number of Units in issue for such financial year, provided

that the DPU in any financial year exceeds DPU in the preceding financial year (the

Performance Fee).

The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or a

combination of cash and Units (as it may in its sole discretion determine). For the ForecastPeriod 2013 and the Projection Year 2014, the Manager has elected to receive 100.0% of its

management fees in the form of Units. By taking these actions, the interests of the Sponsor

and the Manager are more closely aligned with those of other Unitholders.

(8) Stable and Growing Distributions

One of Soilbuild REITs primary objectives is to provide Unitholders with regular and stable

distributions with long term growth in DPU. Soilbuild REITs policy is to distribute 100.0% of

its Annual Distributable Income (as defined herein) for the period from the Listing Date to 31

December 2014 and at least 90.0% of its Annual Distributable Income thereafter.

The actual proportion of Annual Distributable Income distributed to Unitholders beyond 31

December 2014 may be greater than 90.0% if the Manager believes it to be appropriate,

having regard to Soilbuild REITs funding requirements, other capital management

considerations and the overall stability of distributions. The actual level of distribution will be

determined at the Managers discretion.

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The table below sets out the Managers forecast and projected distribution yields for the

Forecast Period 2013 and the Projection Year 2014. (See Profit Forecast and Profit

Projection for further details.)

Distribution Yield

(based on the Offering

Price)Forecast Period 2013 (Annualised) 7.5%

Projection Year 2014 7.7%

Growth(1) 2.4%

Note:

(1) The growth in DPU for the Projection Year 2014 over the annualised DPU for the Forecast Period 2013.

Such yields will vary accordingly for investors who purchase Units in the secondary market

at a market price different from the Offering Price. The profit forecast and profit projection

from which this information is extracted is based on the various assumptions set out in the

section titled Profit Forecast and Profit Projection. There can be no assurance that the profit

forecast and profit projection will be met and the actual yields per Unit may be materially

different from the forecast and projected amounts. (See Risk Factors Risks Relating to an

Investment in the Units the actual performance of Soilbuild REIT and the Properties could

differ materially from the forward-looking statements in this Prospectus for further details.)

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CE

RTAIN

INFORMATION

ON

THE

PROPERTIES

Thetablebelowsetsoutcertaininfo

rmationonthePropertiesasat30June2013,withindependentvaluationsbyColliersandCBRE

asat30April2013.

Property/Type

DateofCSC

received

Lease

Arrangement

LeaseTerm

Land

Area

(sqft)

NLA

(sqft)

GFA

(sqft)

UnderlyingL

and

Tenure

Colliers

Valuation(1)

(S$million)

CBRE

Valuation(1)

(S$million)

Hig

herof

two

Independent

Valu

ations

(S$

million)

Purchase

Price

(S$million)

Eightrium@

Changi

BusinessPark

(B

usinessParkProperty)

25September

2007

Multi-tenanted

2.7years(2)

85,640

177,286

213,835

30yearleasehold

+30yearsfr

om

16February2

006

101.0

95.0

1

01.0

91.4

Solaris

(B

usinessParkProperty)

29September

2011

MasterLease

5.0years

fromListing

Date

83,258(3

)

441,533

551,811

(a)30year

leasehold+

30yearsfro

m

1June2008and(b)

inrelationto

the

subterraneanspace,

28yearandfive

monthsleasehold

+30yearsfr

om

1January20

10

300.0

303.0

3

03.0

293.4

Tu

asConnection

(In

dustrialProperty)

14July2010

Multi-tenanted

1.9years(2)

741,829

651,072(4)

607,994

43yearleasehold

from1October

2007

125.0

125.0

1

25.0

122.7

W

estParkBizCentral

(In

dustrialProperty)

24September

2012

Multi-tenanted

2.0years(2)

565,837

1,240,583

1,414,600

30yearleasehold

+30yearsfr

om

1August20

08

319.0

303.0

3

19.0

313.0

NKIngredients(5)

(In

dustrialProperty)

15July1991

(Phase1)

1August

2007

(Phase2)

MasterLease

15.0years

from

15February

2013

572,432

312,375

312,375

30yea

soilbuild reit final prospectus (7 aug 2013)

Documents