ASIAN PAY TELEVISION TRUST · 2017. 4. 26. · UpUp to 3 add t o a c a e s, c ud g 9 c a e s, t oug...
Transcript of ASIAN PAY TELEVISION TRUST · 2017. 4. 26. · UpUp to 3 add t o a c a e s, c ud g 9 c a e s, t oug...
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ASIAN PAY TELEVISION TRUST MANAGEMENT PRESENTATIONMANAGEMENT PRESENTATIONJUNE 2013
STRICTLY CONFIDENTIAL
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IMPORTANT NOTICE AND DISCLAIMERThis presentation and the information contained herein (the "Presentation") are for information purposes only and do not constitute or form part of any offer or invitation for sale or the subscription or solicitation of any offer or invitation to purchase or subscribe for, or any offer to underwrite or otherwise acquire any units ("Units") representing undivided interests in Asian Pay Television Trust ("APTT" or the "Trust"), nor shall any part of the Presentation or the fact of its distribution or communication form the basis of, or be relied on in connection with, any contract, commitment or investment decision whatsoever in relation thereto in Singapore, the United States, Canada, Japan or any other jurisdiction.
Although care has been taken to ensure that the information in this Presentation is accurate, and that the opinions expressed are fair and reasonable, the information is subject to change without notice, its accuracy is not guaranteed and it has not been independently verified, and the Presentation may not contain all material information concerning the Trust or its subsidiaries. None of the Trust, the Trustee-Manager, the Underwriters nor any of their respective members, directors, officers, employees, affiliates, advisers or representatives nor any other person makes any representation or warranty (express or implied) regarding, and assumes any responsibility or liability for, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of, or any errors or omissions in, any information or opinions contained herein. None of the Trust, the Trustee-Manager, the Underwriters or any of their respective members, directors, officers, employees, affiliates, advisers or representatives nor any other person accepts any responsibility or liability (in negligence, or otherwise) whatsoever for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection therewith. The information set out herein may be subject to updating, completion, revision, verification and amendment and such information may change materially. In furnishing the Presentation, the Trust, the Trustee-Manager and the Underwriters have not undertaken to provide the recipient(s) with
t dditi l i f ti d t Th i f ti t i d i thi P t ti h ld b id d i th t t f th i t ili t th ti d h t b d ill t b d t d taccess to any additional information or updates. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date of the Presentation.
This Presentation and any materials distributed in connection with this Presentation contains statements that constitute forward-looking statements which involve risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. These statements include descriptions regarding the intent, belief or current expectations of the Trustee-Manager or its officers with respect to, among other things, the consolidated results of operations, financial condition, liquidity, prospects, growth and strategies and future events and plans of the Trust. These statements can be recognized by the use of words such as “expects,” “plans,” “will,” “estimates,” “projects,” or words of similar meaning. Such forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity may differ materially from those made in or suggested by the forward looking statements contained in this Presentation as a result of various factors and assumptions You are cautioned not to place undue reliance on thesediffer materially from those made in or suggested by the forward-looking statements contained in this Presentation as a result of various factors and assumptions. You are cautioned not to place undue reliance on these forward looking statements, which are based on the current view of the Trustee-Manager on future events. No assurance can be given that future events will occur, that projections will be achieved, or that assumptions are correct. The Trustee-Manager does not assume any responsibility to amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events, or otherwise.
This Presentation is not for distribution, directly or indirectly, in or into the United States, Canada, Japan or any other jurisdiction where it is unlawful to do so. This Presentation is not an offer of securities for sale into the United States, Canada, Japan or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the Securities Act, and may not be offered, sold or delivered within the United States or to U.S. persons except pursuant to registration under or an applicable exemption from or in a transaction not subject to the registration requirements of the U.S. Securities Act. Accordingly, the Units will only be offered and sold to non U S persons outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the Securities Act and within the United States to qualifiedoffered and sold to non-U.S. persons outside the United States (including to institutional and other investors in Singapore) in reliance on Regulation S under the Securities Act and within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act. No money, securities or other consideration is being solicited, and, if sent in response to this Presentation or the information contained herein, will not be accepted. There will be no public offering of the Units in the United States.
By reviewing this Presentation, you are deemed to have represented and agreed that you and any persons you represent are either (a) qualified institutional buyers (within the meaning of Regulation 144A under the Securities Act), or (b) not a U.S. person (as defined in Regulation S under the Securities Act) and are outside of the United States.
STRICTLY CONFIDENTIAL PAGE1
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INTRODUCTION
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SNAPSHOT OF APTT
Sponsor /
■ Trustee-Manager is a wholly-owned subsidiary of Macquarie Group, which manages global infrastructure funds with A$97 billion of assets under management
Independent directors comprise majority of the Board of Directors (4 out of 6)
Macquarie APTTTrustee-Manager
pTrustee-Manager
■ Independent directors comprise majority of the Board of Directors (4 out of 6)
■ Intends to distribute 100% of its Distributable Free Cash Flows
■ Anchor asset at listing was TBC Group, one of the leading, integrated cable operators in Taiwan offering Cable TV and Broadband services
BasicCable TV
■ Core service of TBC Group with 751K RGUs1
■ Sole cable TV provider in 5 franchise areas covering ~1.1 million households
■ Up to 105 TV channels, including all of top 20 channels in Taiwan
Premium Digital
Cable TV
■ 110K RGUs and 15% Premium Digital Cable TV penetration1
■ Increasing take-up through promotional STB, in-line with Taiwan government objectives
■ Up to 73 additional channels, including 19 HD channels, through MPEG4 platformUp to 3 add t o a c a e s, c ud g 9 c a e s, t oug G p at o
Broadband■ 175K RGUs and 23% Broadband penetration1
■ 100% DOCSIS 3.0 enabled HFC network
Off 120 Mb B db d i f t t id ti l i i T i 1■ Offers 120 Mbps Broadband service, fastest residential service in Taiwan1
■ S$309 million of revenue – 6 years of consistent growth
■ 64.0% asset EBITDA margin2 – superior profitability, 6 years of consistent margin increaseKey
financials
STRICTLY CONFIDENTIAL PAGE3
■ 15.0% capex to revenue ratio – network upgrade to 870MHz, expected to drop to 12.5% in 2014(2012)Source: TBC Group1. As at 31 Dec 20122. Asset EBITDA margin is a non-IFRS measure. See footnote 1 on page 7
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TBC GROUPTBC GROUPHIGHLIGHTS
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TAIWAN’S LEADING PAY-TV OPERATOR
Sole provider of Cable TV services in highly attractive franchise areas1
Resilient business model with efficient cost structure2
Substantially invested, advanced HFC network with state-of-the-art delivery platform 3
Growth potential from Broadband Premium Digital Cable TV and
High barriers to entry4
Growth potential from Broadband, Premium Digital Cable TV and Channel Leasing
Superior track record of product innovation and marketing6
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Superior track record of product innovation and marketing6
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SOLE PROVIDER OF CABLE TV SERVICES IN HIGHLY ATTRACTIVE FRANCHISE AREAS
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TBC Group franchise areas Sole cable TV provider in franchise areas with highly
TBC Group franchise area highlights Include major railway and road transport arteries of Taiwan Sole cable TV provider in franchise areas with highly
attractive demographics
~1.1 million households; 68% penetration by TBC Group1
Limited competition from IPTV and DTH operators
Include major railway and road transport arteries of Taiwan
Proximity to Taiwan Taoyuan International Airport and Taipei
Growth of industrial parks and manufacturing facilities
Increasing population due to workforce seeking employment in TBC Group’s franchise areas
Number of households 2012 nominal GDP/capita CAGR (2007-2012)(NT$’000)
31% higher
780 597 2.4% 1.6%
TBC Group franchise areas
Taiwanaverage
TBC Group franchise areas
Taiwanaverage
Strong macroeconomic fundamentals in TaiwanStrong macroeconomic fundamentals in Taiwan Recovery of real GDP growth from 2013 onwards:
1.3% in 2012 vs. 3.9% in 2013E and 4.5% in 2014E
Young demographic driving pay-TV and broadband consumption: 69% f 0 f 2012
STRICTLY CONFIDENTIAL PAGE6
Source: TBC Group 1. As at 31 Dec 2012
Source: IMF, Taiwan’s Department of Statistics, Media Partners Asia
69% of population is below 50 years old as of 2012
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RESILIENT BUSINESS MODEL WITH EFFICIENT COST STRUCTURE
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Continuous asset EBITDA margin expansion due to scalable and efficient cost structure
Resilient business with 6 years of consistent YoY growth in Basic Cable TV RGUs and revenue
Basic Cable TV RGUs (‘000)
2006 – 12 Basic Cable TV RGU CAGR: 2.0%
Asset EBITDA (S$mm) and Asset EBITDA margin1
665 689 713 725 738
749 751
58.2% 59.7% 60.9%61.4% 62.0% 63.7% 64.0%
Asset EBITDA Total costs Asset EBITDA margin
Revenue (S$mm)
665
2006 2007 2008 2009 2010 2011 2012
146.6 155.0164.7 172.1
185.3 194.3197.7
105.3 104.8 105.8 108.4 113.4 110.5 111.0
Revenue (S$mm)
2006 – 12 Revenue CAGR: 3.4%
252 0 259 8 270 4 280.5298.7 304.8 308.7
2006 2007 2008 2009 2010 2011 2012
Key operating drivers supporting cost efficiency
Majority of popular channels are local inexpensive content Lack of “killer content” resulting in strong negotiating position Headroom in net ork capacit allo ing pro ision of additional
252.0 259.8 270.4
2006 2007 2008 2009 2010 2011 2012
Consistent growth, competing effectively against alternative pay-TV platforms and withstanding economic downturns
Utility-like, subscription-based business model with substantially all payments made in advance
Headroom in network capacity allowing provision of additional services at limited incremental cost
Decline in average churn rate from enhanced customer experience and strong customer loyalty
STRICTLY CONFIDENTIAL PAGE7
Source: TBC Group. Note: MIIF filings (figures for 2006 to 2009); assumes FX (NTD-S$) of 0.0422 from 2006-20091. Asset EBITDA and Asset EBITDA margins are non-IFRS financial measures. Asset EBITDA represents EBITDA plus the LTIP expenses, management fee expenses, off-shore holding company expenses (which include the Pre-Listing LTIP expenses at Cable TV S.A., salaries for some members of management (for 2010 and 2011 only) pursuant to a reimbursement agreement, audit, legal, accounting and tax fees, and general administration costs), Trust expenses, Trustee-Manager fees and other operating income (loss), less bank charges (including bank service fees for subscription fee collection and bank handling charges for money remittance or transfers). Asset EBITDA margin is calculated by dividing Asset EBITDA by revenue
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SUBSTANTIALLY INVESTED, ADVANCED HFC NETWORK WITH STATE-OF-THE-ART DELIVERY PLATFORM
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O hi f HFC t k d fib b kb ll TBC
TBC Group capital expenditureKey highlights
T t l C (S$ ) C % f R Ownership of HFC network and fiber backbone allows TBC Group to operate independently of third-party networks
Covers substantially all of 1.1 million households in TBC Group's franchise areas
All th i ff d t k
11.3% 10.8%15.0%1
Total Capex (S$m) Capex as a % of Revenue
All three services are offered over one network
Advanced HFC NetworkÔ Approximately 98% of network operates at 750 MHz
Ô Completion of upgrade to 870 MHz (from 750 MHz) by
33.7 32.9
46.4
p pg ( ) yend of 2014 for additional channel capacity and faster Broadband service
100% DOCSIS 3.0 enabled, fully supporting 120Mbps Broadband services
TBC Group has low capex spending2
Average capex as % of revenue in 2010-2012
2010 2011 2012
29.4% 22.0% 19.6%
16.3% 15.8% 15.0% 15.0% 13.0% 12.4% 12.1% 10.8%
oadba d se ces
MPEG4 delivery platform set up as early as 2009Ô Better video quality
Ô Greater video transmission capacity
Average (ex-TBC Group): 16.9%
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2
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Ô More efficient provision of value-added features such as HDTV and DVR services
STRICTLY CONFIDENTIAL PAGE8
Source: TBC Group, public corporate filings1. Includes certain one-off capital expenditures related to 870MHz network upgrade2. Peers with mobile operations are adjusted for handset revenue and capitalized SAC
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HIGH BARRIERS TO ENTRY4
Top 20 channels in Taiwan (2012)Cable TV will continue to be the dominant TV platform Superior content portfolio at competitive pricing Competitor 1 Competitor 2
Sanlih Taiwan Channel Sanlih City Channel TVBS-News ETTV News
Superior content portfolio at competitive pricing
Affordable services
Adoption of superior technology by operators
Political, structural and technological disadvantages of
Competitor 1 Competitor 2
ETTV News Formosa TV Star Chinese Movies Videoland Drama Star Chinese Channel
IPTV in Taiwan
Pay-TV subscription revenue share by platform
IPTV DTHIPTV DTH Star Chinese Channel Cti News ET Movies Sanlih E-Television News ET Variety Cable
IPTV11%
DTH1%
Cable
IPTV6%
DTH1%
ET Variety Taiwan TV Cti Variety GTV Entertainment YOYO TV
Barriers to entry against new cable entrants
TV89%
TV93%
2012 2017E
YOYO TV ET Western Movies Videoland Sports ERA News GTV Drama
Network roll-out requirements
Long relationships with subscribers; brand awareness
Strong understanding of Taiwan viewers’ preferences
STRICTLY CONFIDENTIAL PAGE9
Source: Media Partners Asia, AC Nielsen
GTV Drama Application process for a new license
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GROWTH POTENTIAL FROM BROADBAND, PREMIUM DIGITAL CABLE TV AND CHANNEL LEASING
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Taiwan channel leasing market is rapidly growing (NT$mm)
3 1443,469
3,750 4,150
2012 – 17 Taiwan channel leasing revenue CAGR: 7.5%
Growth in home shopping industry
Increase in number of home shopping networks2,820
3,144 pp g
Cable TV distribution is expected to remain vital for channel providers and home shopping companies
Competition for limited number of attractive channel slots
2010 2011 2012 2013E 2014E
Channel leasing is the largest component of TBC Group’s non-subscription Basic Cable TV revenue
Substantial leverage against networks in negotiating fees as the sole cable operator in its franchise areas
Impact on non-subscription Basic Cable TV revenue
TBC Group will likely enjoy stronger than average growth in next few years as rates for home shopping channels become standardised
Non-subscription Basic Cable TV revenue is expected to grow at 2012-14E CAGR of 8.1%
STRICTLY CONFIDENTIAL PAGE10
Source: Media Partners Asia, TBC Group
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GROWTH POTENTIAL FROM BROADBAND, PREMIUM DIGITAL CABLE TV AND CHANNEL LEASING
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Premium Digital Cable TV RGUs (‘000) and penetration Cross-selling initiatives
110119
132
7 5%
12.1%14.7% 15.7%
17.2%
2010 – 14 Premium Digital Cable TV RGU CAGR: 24.2%Promotional set-top boxes
Launched in March 2012
Digital STB penetration at 25.6% compared to CNS (15.5%) and Kbro (19.4%)1
55% digital STB penetration target by 2014
56
91
110 7.5%
Premium digital
7 free channels, including 2 HD channels
Better video quality across channels
Incentivizes customers to get Premium
2010 2011 2012 2013E 2014E
channels Incentivizes customers to get Premium
Digital TV to access up to 73 additional channels, including 19 HD channels
Offered as part of bundling package as well Digital cable TV penetration in Taiwan lower than that of
DVR service
p g p gas stand-alone service
Leverages external hard disk drives which is more cost efficient
Creates stronger customer loyalty
Korea, Singapore and Hong Kong
Regulatory push by NCC and government – proposed 50% digitisation target by 2015
C f f b tt lit id d i t ti
Sales follow up / bundling
■ Attractive bundling promotions■ Educates subscribers on usage and benefits
of digital TV
Consumer preference for better quality video and interactive services; growing number of HD television sets in Taiwan
In 2009, TBC Group re-launched its Premium Digital Cable TV service on MPEG4 platform
STRICTLY CONFIDENTIAL PAGE11
Source: Media Partners Asia, TBC Group1. As at 31 December 2012
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GROWTH POTENTIAL FROM BROADBAND, PREMIUM DIGITAL CABLE TV AND CHANNEL LEASING
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TBC Group offers faster speed at competitive pricing1 Broadband RGUs (‘000) and penetration
$2010 – 14 Broadband RGU CAGR: 7.2% NT$/month
175188
202 20.8%22.0%
23.3%24.8%
26.2%
1,3991,400
1,600 TBC Primary Competitor
153 165 175
1,099
899939
9991,000
1,200
Fixed broadband penetration in Taiwan is increasing due to
2010 2011 2012 2013E 2014E 699
799 809859
799743
899
600
800
rapidly growing demand for data
Competitive pricing and bundling with Cable TV
DOCSIS 3.0 enabled network that meets consumer demand f hi h d i t t
399
200
400
for high-speed internet
— Approximately 57% of Broadband RGUs subscribes to 15 Mbps and above1
Introduction of low-speed servicesTBC Group 5Mbps 8Mbps 15Mbps 25Mbps 60Mbps 120MbpsPrimaryCompetitor 4Mbps 8Mbps 12Mbps 20Mbps 50Mbps 100Mbps
0
STRICTLY CONFIDENTIAL PAGE12
Source: TBC Group, NCC1. As of January 2012, when TBC’s 12 Mbps services were upgraded to 15 Mbps; Primary Competitor pricing based on NCC data
Launch of standalone service
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SUPERIOR TRACK RECORD FOR PRODUCT INNOVATION AND MARKETING
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First cable TV operator to offer DVR services in Taiwan
Low monthly Basic Cable TV RGU churn (%)
0 76% 0 75% 0 76%
First to offer free Promotional STBs in Taiwan
Offers fastest residential broadband service in Taiwan (120 Mbps)1
Innovation0.76% 0.75% 0.76%
2010 2011 2012
Active up-selling of Premium Digital Cable TV and Broadband services
Enhanced customer loyaltyBundling
2012 churn comparison (%)2
2.0% 1.8% 1.8% 1 3% 1 3% 1 1%
Sales channels include inbound sales, direct sales, outbound telesales and retail outlets
Maximise subscriber interaction through Sales
1.3% 1.3% 1.1% 0.8%
mpe
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mpe
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2
mpe
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■ Over 300 sales and customer service staffs1■ Two 24-hour call centres providing “one-stop-
Total RGU / Basic Cable TV RGU
Customer Life Cycle model Co Com
Com
Com
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■ Two 24 hour call centres providing one stopshop” solution for all services
■ “Same day” customer service■ Information analysis to track customer
preferences
Customer service 1.28x
1.34x 1.38x
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Source: TBC Group, public corporate filings1. As at 31 December 2012; 2. TBC Group churn includes deactivations caused by failure to make payments
p2010 2011 2012
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FINANCIAL OVERVIEWFINANCIAL OVERVIEW
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SUMMARY OF KEY FINANCIALS
(S$mm) 2010 2011 2012Forecast Year
2013Projection Year
2014
298 7 304 8 308 7 310 8 323 8Revenue1 298.7 304.8 308.7 310.8 323.8
Basic Cable TV 246.4 245.6 246.0 245.6 251.2
Premium Digital Cable TV 4.4 8.4 11.6 12.7 16.2
Broadband 47.7 50.6 50.9 52.5 56.4
Total costs 113.4 110.5 111.0 110.4 112.9
Asset EBITDA2 185.3 194.3 197.7 200.4 210.8
% margin2 62.0% 63.7% 64.0% 64.5% 65.1%
Capital expenditure 33.7 32.9 46.4 49.4 40.5
% of revenue 11.3% 10.8% 15.0% 15.9% 12.5%
STRICTLY CONFIDENTIAL PAGE15
Notes: Forecast numbers based on the exchange rate as at the Latest Practicable Date of S$1.00:NT$23.90581. Includes other revenue in 2010, 2011 and 20122. Asset EBITDA and Asset EBITDA margin are non-IFRS financial measures. See footnote 1 on page 7
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APTT DISTRIBUTIONS
(S$mm, unless otherwise stated)Forecast Year
2013Projection Year
2014
Asset EBITDA1 200.4 210.8
Less: Off-shore holding company expenses, Trust expenses,Trustee-Manager fees; add bank charges
(5.2) (9.0)
EBITDA2 195 1 201 9EBITDA2 195.1 201.9
Less: Capital expenditure (49.4) (40.5)
Less: Taxes paid (20.1) (16.6)
Add: Prepaid withholding tax refund 6 1 5 1Add: Prepaid withholding tax refund 6.1 5.1
Less: Interest paid (47.1) (42.1)
Less: Net borrowings from financial institutions3 27.8 17.4
Less: Distributions to non-controlling interests (0.4) (0.4)g ( ) ( )
Distributable free cash flow available for the year 112.1 124.7
Less: Adjustments to distributions attributable to the year4 (7.3) (6.2)
Distributions attributable to the year 104.7 118.5
Notes: Based on the exchange rate as at the Latest Practicable Date of S$1 00:NT$23 9058
Add: Excess cash available for distribution at the time of the offering 23.6 -
Total distributions payable to Unitholders 128.3 118.5
STRICTLY CONFIDENTIAL PAGE16
Notes: Based on the exchange rate as at the Latest Practicable Date of S$1.00:NT$23.90581. Asset EBITDA is a non-IFRS financial measure. See footnote 1 on page 72. EBITDA is a non-IFRS financial measure;3. Comprises “Net offering proceeds”, “(Repayment) of borrowings to financial institutions / borrowings from financial institutions”, and “Other financing related costs and fees (non-recurring)”; represents net proceeds from financial institution borrowings and the offering offset by repayment of Subordinated Debt and extraordinary costs (both of which are paid with offering proceeds) as well as amortization of new senior onshore debt4. Cash trapped in TBC Group due to excess cash flow calculations (onshore debt covenant) which does not include withholding tax refund and differences arising from timing of withholding tax payment
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DEBT STRUCTURE
TBC Group debt balances
TBC Group has restructured its debt to deleverage and
(S$m)Pre-
Refinancing1Post
Refinancing
Subordinated Debt 165 -
Senior Debt 884 931
TBC Group has restructured its debt to deleverage and reduce cost of capital
— A part of the IPO offering proceeds were used to repay offshore USD Subordinated Debt and settle related cross currency interest rate swap break costs
Total debt (drawn) 1,049 931
Total debt (drawn) / Asset EBITDA2 5.3x 4.7x
Revolving credit facility (undrawn) 55 199
— The existing onshore senior debt was refinanced
As part of refinancing, TBC Group has secured a new revolving credit facility of S$199 million to fund growth capital expenditure and one-off income tax settlement
Revolving credit facility (undrawn) 55 199
Term 7 years Leverage post the refinancing is conservative compared to Taiwan cable operators and in-line with global peers
Interest rate hedging policy to be implemented(minimum of 50%)(minimum of 50%)
STRICTLY CONFIDENTIAL PAGE17
Note:1. As at 31 December 20122. Based on 2012 Asset EBITDA
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CONCLUSIONCONCLUSION
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THE ASIAN PAY TELEVISION TRUST STORY
Sole Cable TV service provider in highly attractive franchise areas
Resilient business model with efficient cost structure
Substantially invested, advanced HFC network with state-of-the-art delivery platform
High barriers to entry
Growth potential from Broadband, Premium Digital Cable TV and channel leasing
Strong and experienced local management team
Superior track record of product innovation and marketing
World-leading Sponsor with substantial assets and experience in infrastructure investment
STRICTLY CONFIDENTIAL PAGE19
Highly experienced Trustee-Manager team
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APPENDIXAPPENDIX
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TRUSTEE-MANAGER FEES AND CHARGES
Payable by the Trust to y yTrustee-Manager (TM) Amount payable
Base fee1,2 Fixed fee of S$7.0m p.a., subject to % increase in line with Singapore CPI— With an upward adjustment if the Trust makes an acquisition— With a downward adjustment if the Trust makes a divestment
Performance fee1,2 Excess DPU tranche Fee on excess DPU tranche1. 1st 25% of excess DPU* 3.0%
2. Next 25.0% of excess DPU* 6.0%
3 Subsequent 25% of excess DPU* 12 0%
* Forecast Year 2014, Excess DPU = Actual DPU less Base DPU3,5
* Years following Forecast Year 2014, Excess DPU = Actual DPU less CPI Adjusted Base DPU4,5
3. Subsequent 25% of excess DPU 12.0%
4. excess DPU* > 75% 18.0%
Acquisition fee Where Sponsor has direct or indirect interests of > 50.0% in any investments acquired by the Trust— 0.5% (or such lower %) of EV of the investments
All other cases, 1.0% (or such lower %) of the EV of any investments
Divestment fee 0.5% (or such lower %) of the EV of any investments sold by the Trust
Termination fee If TM is removed by an Extraordinary Resolution within five years from the Listing Date, 1 year’s Base Fee based on its effective date of its removal and without any further adjustment
STRICTLY CONFIDENTIAL PAGE21
1. TM has the option to elect for Base Fee, Performance Fee, Acquisition Fee and Divestment Fee to be paid in the form of cash and/ or Units out of the Trust Property2. TM has elected to receive 100% of Base Fee in cash for Forecast Year 2013 and Projection Year 2014, and 100% of Performance Fee in cash for Projection Year 20143. Base DPU defined as FY2014 forecast DPU4. CPI Adjusted Base DPU is defined as Base DPU after adjusting upwards for the cumulative percentage increase in the Taiwan CPI following each financial year post Projection Year 20145. In the event where Excess DPU is less than zero, such deficit shall be brought forward to subsequent periods to be offset from any Excess DPU before any Performance Fee can be paid