Cache Logistics Trust Underwritten and Renounceable Rights Issue - PowerPoint PPT Presentation

Cache Logistics Trust Underwritten and Renounceable Rights Issue 11 September 2017

Important Notice This presentation does not constitute a prospectus, offering circular, offering memorandum or other offering document. This presentation is for information only and does not constitute or form part of an invitation, offer, solicitation or recommendation to acquire, purchase or subscribe for Units mentioned herein, any other securities in Cache Logistics Trust (“ Cache ”) or any of the assets, business or undertakings described herein. No part of this presentation nor the fact of its presentation shall form the basis of or be relied upon in connection with any investment decision, contract or commitment whatsoever. This presentation has been prepared by ARA-CWT Trust Management (Cache) Limited, in its capacity as the manager of Cache (the “ Manager ”) and includes market and industry data and forecast that have been obtained from internal survey, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While the Manager has taken reasonable steps to ensure that the information is extracted accurately and in its proper context, none of the Manager or any of its officers, representatives, affiliates or advisers has independently verified any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. The information contained in this presentation, unless otherwise specified, is only current as at the date of this presentation. To the maximum extent permitted by law, the Manager and its officers, directors, employees and agents disclaim any liability (including, without limitation, any liability arising from fault or negligence) for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of this presentation or its contents or otherwise arising in connection with it. Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that unitholders of Cache (“ Unitholders ”) may only deal in their Units through trading on Singapore Exchange Securities Trading Limited (the “ SGX-ST ”) . Listing of the units in Cache (the “ Units ”) on the SGX-ST does not guarantee a liquid market for the Units. The value of the Units and the income from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. This presentation may contain forward-looking statements and financial information that involve assumptions, risks and uncertainties based on the Manager’s current view of future events. Actual future performance, outcomes and results may differ materially from those expressed in the forward-looking statements and financial information as a result of risks, uncertainties and assumptions – representative examples include, without limitation, general economic and industry conditions, interest rate trends, cost of capital, capital availability, shifts in expected levels of property rental income, change in operating expenses, property expenses and government and public policy changes and continued availability of financing in the amounts and the terms necessary to support future business. You are cautioned not to place undue reliance on these forward-looking statements and financial information, which are based on numerous assumptions regarding the Manager’s present and future business strategies and the environment in which Cache or the Manager will operate in the future. The Manager expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement or financial information contained in this presentation to reflect any change in the Manager’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement or information is based, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other regulatory or supervisory body or agency. The past performance of Cache and the Manager is not necessarily indicative of the future performance of Cache and the Manager. This presentation is not for publication or distribution, directly or indirectly, in or into the United States (“ U.S. ”), the European Economic Area, Australia, Canada or Japan. This presentation is not an offer of securities for sale into the U.S., the European Economic Area, Australia, Canada, Japan or any other jurisdiction. The securities of Cache have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), or under the securities laws of any state or other jurisdiction of the U.S., and may not be offered or sold within the U.S. except pursuant to an exemption from, or transactions not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The securities described in this transaction are being offered and sold in offshore transactions (as defined under Regulation S of the Securities Act) in reliance on Regulation S of the Securities Act and within the U.S. to a limited number of qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on one or more exemptions from the registration requirements of the Securities Act. The Manager does not intend to conduct a public offering of any securities of Cache in the U.S. Any offering of Rights Units will be made in and accompanied by an offer information statement to be lodged with the Monetary Authority of Singapore (the “ MAS ”, and the offer information statement, the “ Offer Information Statement ”) . A potential investor should read the Offer Information Statement before deciding whether to subscribe for the new Units to be issued under the Rights Issue (the “ Rights Units ”) . The Offer Information Statement is available on SGXNET and at the website of the MAS at <https://eservices.mas.gov.sg/opera/>. The MAS assumes no responsibility for the contents of the Offer Information Statement. The availability of the Offer Information Statement on the MAS website does not imply that the Securities and Futures Act, Chapter 289 of Singapore, or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the investment merits of Cache. This presentation is qualified in its entirety by, and should be read in conjunction with the full text of the Offer Information Statement. 2

Agenda Slide Overview of the Rights Issue 4 Cache’s Growth Strategies 7 Rights Issue Rationale 14 Pro Forma Financial Effects of the Rights 19 Issue 21 Indicative Timetable 23 Appendix: Overview of Cache 3

1 Overview of the Rights Issue CWT Commodity Hub is one of Singapore’s largest warehouses and one of the largest CWT Commodity Hub, in SE Asia. Measuring close to 2.3m square foot (“sf”), the large floor plates and high Singapore ceiling height appeals to Third-Party Logistics Providers.

1 Overview of the Rights Issue Rights Issue Terms Securities New ordinary units of Cache Logistics Trust Offering Type Underwritten Renounceable Rights Issue S$0.632 per Rights Unit, representing a discount of: – Approximately 25.0% to theoretical ex- rights price (“TERP”) of S$0.842 Issue Price – Approximately 28.2% to closing price of S$0.880 (1) 18 Rights Units for every 100 existing Units (“Existing Units”) in Cache Rights Ratio (2) The Rights Units will, rank pari passu with the Existing Units in issue as at the date of issue of the Distributions Rights Units, including the right to any distributions which may accrue for the period from 1 July 2017 to 30 September 2017 as well as all distributions thereafter Gross Proceeds Approximately S$102.7m – S$99.9m will be used to partially repay existing borrowings to reduce aggregate leverage and Use of Proceeds create additional debt headroom for future growth – S$2.8m will be used to pay for the total costs and expenses related to the Rights Issue Irrevocable undertakings by each of ARA Real Estate Investors V Limited (3) and CWT Limited to subscribe fully for their pro rata rights entitlements, aggregating to approximately 7.3% (4) of the Undertakings Rights Issue Remaining Rights Units are underwritten by DBS Bank Ltd. and The Hongkong and Shanghai Underwriters Banking Corporation Limited, Singapore Branch Notes: (1) Based on the closing price of S$0.880 per Unit on the SGX-ST on 4 September 2017, being the last trading day of the Units prior to the announcement of the launch of the Rights Issue (2) The Rights Units will be issued pursuant to the general mandate that was given by the Unitholders to the Manager for the issue of new Units, pursuant to an ordinary resolution obtained at the annual general meeting of Unitholders held on 19 April 2017 5 (3) Wholly-owned subsidiary of ARA Asset Management Limited (4) ARA Real Estate Investors V Limited and CWT Limited hold 3.2% and 4.1% of the total unitholdings respectively as at 4 September 2017