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2018年3月28日，亞洲首個奧特萊斯房地產投資信托——砂之船房地產投資信托在新加坡交易所上市。最終發行定價為每信托單位0.80新元，公開發售2.67億信托單位，基石投資者認購4.95億信托單位，股權及債券融資總計約10新幣 (約合人民幣49億 元) ，其基石投資人包括星展銀行、瑞信、曼谷人壽等眾多知名金融機構。此次信托上市是砂之船集團改善企業資本結構、實現 戰略轉型的關鍵一步，對于中新互聯互通項目以及推動重慶乃至整個中西部地區 “ 一帶一路”也起到了帶頭和示范作用。 同時，也能為企業引入國際先進的資產管理經驗，提升公司管理運營水平，得到廣泛類型投資者的關注。本文主要從項目基本情況、核心法律問題以及項目近期財務情況等內容進行介紹。
一、項目基本情況
1、物業 ( Properties ) 情況
砂之船房地產投資信托的投資策略主要是直接或者間接投資于主要用于奧特萊斯購物中心的多元化收入型房地產投資組合以及該投資組合的相關資產，這部分投資也主要集中在亞洲市場。本次赴新加坡上市的初始投資組合包括砂之船位于中國境內的的四處物業，分別是位于重慶市北部新區的重慶奧特萊斯、重慶市璧山區的璧山奧特萊斯、合肥市高新區的合肥奧特萊斯、 昆明市安寧區的昆明奧特萊斯。總計凈出租面積為306709.1㎡。
2、經濟管理人 ( Manager) ：Sasseur Asset Management Pte . Ltd .
收費標準：REITs可分配收益的10% (基礎費用) 以及兩個財政年度REITs單位派息差的25% (業績費) 。
3、基金托管人 ( Trustee ) ： DBS Trustee Limited
收費標準：根據合同約定，基金托管人的管理費用不得超過存放財產價值的每年 0.1%，每月至少為 15,000 新元。
4、物業管理人 ( Property Manager) Chongqing Ancheng Property Management Co ., Ltd； Hefei Anjing Property Service Co. Ltd .
收費標準：暫無詳細數據
5、發行費用和其他交易成本
砂之船REIT的發行費用主要包括承銷費、管理費、 中介機構費用 (包括律師費、財務顧問費、審計費、評估費等) 以及其他與發行相關的費用，合計約5430萬新幣。
二、核心法律問題
( 一 ) 交易結構之重組方案
本項目中，砂之船REIT的重組方案主要如下：
步驟一：于開曼成立Sasseur Cayman Holding II Ltd. (the “Cayman Holdco”)，隨后由該公司設立砂之船信托 ( Sasseur Trust ) 并通過一系列并購安排轉移璧山、合肥、 昆明等地奧特萊斯股份。
步驟二：隨后于新加坡成立全資子公司 ( the Singapore Holdco ) ，并且該子公司因并購安排擁有重慶奧特萊斯、璧山奧特萊斯、合肥奧特萊斯及昆明奧特萊斯100.0%的合法權益。
步驟三：砂之船REIT ( Sasseur Reit ) 得以完全成立，并由其設立本項目的基金管理人和物業管理人。
( 二 ) 境內物業合規情況
鑒于本項目中的基礎資產均為境內的物業，故對于境內物業資產的合法合規情況均需滿足國內法律法規的要求。
1、境內四家物業資產的權屬清楚、明晰。
2、物業資產需要依據國內法律法規的規定，合法取得。
( 1 ) 建設用地規劃許可證
( 2 ) 建設工程規劃許可證
( 3 ) 建筑工程施工許可證
(4) 國有土地使用證/不動產權證。
3、物業資產同時需要根據國內法律法規的規定，履行竣工驗收、消防驗收、環評等手續。
( 三 ) 可能存在的風險
鑒于本項目中的基礎資產均為境內的物業，故對于境內物業資產的合法合規情況均需滿足國內法律法規的要求。
1、物業風險。如因經營時違法違規而導致土地被政府罰沒或者土地出讓合同無效等情況。
2、經營風險。 由于該REIT的管理人沒有歷史經營表現 ，由于信托本身帶有一定的風險性質，可能在管理人表現不佳時存在風險。
3、違反國際條約的風險。因國際情勢變化，導致新加坡同中國之間的國際條約內容產生變化而產生的風險。
4、房地產投資風險。房地產投資自身固有的一些風險。
三、砂之船REIT近期表現
( 一 ) 2020年第一季度財報
( 二 ) 最新財務狀況
附件
Part one： Basic information of SASSEUR Retail REIT
OVERVIEW OF SASSEUR REIT
Sasseur REIT is a Singapore real estate investment trust ( “REIT”) established with the investment strategy of
investing principally, directly or indirectly, in a diversified portfolio of income-producing real estate which is used primarily for retail outlet mall purposes, as well as real estate related assets in relation to the foregoing, with an initial focus on Asia.
Key Objectives
The Manager’s key objectives are to provide the unitholders of Sasseur REIT (the “Unitholders”) with an
attractive rate of return on their investment through regular and stable distributions to Unitholders and to
achieve long-term sustainable growth in DPU and net asset value ( “NAV”) per Unit while maintaining an
appropriate capital structure for Sasseur REIT.
1、 Initial Portfolio
The initial portfolio of Sasseur REIT (the “Initial Portfolio”) will comprise four properties located in the PRC, with
an aggregate Net Lettable Area of 304,573.1 sq m and an Appraised Value 1 of approximately RMB 7.34 billion
(equivalent to approximately S$1.50 billion based on an exchange rate of S$1.00: RMB 4.89) with the Entrusted Management Agreements and RMB 7.25 billion (equivalent to approximately S$1.48 billion based on an exchange rate of S$1.00: RMB 4.89) without the Entrusted Management Agreements, as at 30 September 2017.
The Initial Portfolio consists of the following properties:
(a) Sasseur (Chongqing) Outlets (砂之船 (重慶) 奧特萊斯) ( “Chongqing Outlets”) Chongqing Outlets comprises ?ve zones (namely Zones A, B, C, D and E) and 500 car park lots.
Zones A to D consist of six ?oors above ground and one ?oor underground while Zone E consists of two ?oors above ground. Chongqing Outlets was designed and built to re?ect an Italian architectural style, with carefully selected decorations such as fountains and ?oral designs, reflecting the Sponsor’s core value of “art inspired commerce” .
Chongqing Outlets commenced operations in September 2008 and has since distinguished itself through an experiential shopping concept which targets middle and upper class consumers with higher disposable incomes. In addition to retail tenants whose products include apparel, shoes, bags, and suitcases, Chongqing Outlets houses a cinema, children recreational facilities as well as an array of restaurants. As at 30 September 2017, Chongqing Outlets features 414 stores, carrying approximately 600 brands, including a number of popular and international luxury brands, such as Gucci, Ermenegildo Zegna,Salvatore Ferragamo, Hugo Boss, Max Mara, Bally, Armani, Coach and Michael Kors.
(b) Sasseur (Bishan) Outlets (砂之船(璧山)奧特萊斯) ( “Bishan Outlets”)
Bishan Outlets is located in the Bishan District (璧山區) of Chongqing (重慶市) in the PRC and comprises three zones (namely Zones A, B and C) with four ?oors above ground and two ?oors underground in both Zones A and B, and three ?oors above ground and one ?oor underground in Zone C. It commenced operations in October 2014 and has 400 car park lots. The architectural style of Bishan Outlets was inspired by ancient Roman architecture and Italian towns, exuding an artistic in?uence. Bishan Outlets was designed to be a one-stop shopping destination in the Bishan and West Chongqing areas, combining retail shopping with entertainment, food, education and leisure.
As part of the “Super Outlet” business model 2 adopted by the Sponsor, Bishan Outlets features (i) a “Super Children’s Centre” (which features retail stores o?ering a selection of infant and children’s clothing labels, an early childhood education centre, an enrichment centre, a children’s playground, a children’s photography centre and a children’s theatre) and (ii) a “Super Sports Hall” (which houses the outlet stores of sports brands such as Nike, Adidas and Le Coq Sportif and also features a ?tness centre). In addition to the foregoing,there are several pubs and bars found in Bishan Outlets and Bishan Outlets is poised to be a trendy meeting point for the young. As at 30 September 2017, Bishan Outlets features 213 stores carrying approximately 350 brands, including a wide selection of popular domestic brands as well as luxury brands such as Calvin Klein.
(c) Sasseur (Hefei) Outlets (砂之船(合肥)奧特萊斯) ( “Hefei Outlets”)
Hefei Outlets consists of four ?oors above ground and one ?oor underground in Zone A, ?ve ?oors above ground and one ?oor underground in Zone B, and 1,566 car park lots. It commenced operations in May 2016 and is located in the High-Tech Industrial Development Zone, which is one of the PRC’s national high-tech industrial development zones. Hefei Outlets caters to middle class consumers by o?ering a wide range of entertainment choices as well as luxury brand stores. According to the Independent Market Research Consultant, Hefei Outlets also features one of the largest cinemas in east China and the ?rst ?ve-star cinema in Hefei under the UME cinema chain, with 17 cinemas equipped with state-of-the-art audio and visual systems and more than 2,500 seats. As at 30 September 2017, Hefei Outlets features 283 stores carrying approximately 450 brands, including Coach,Giorgio Armani and Givenchy.
(d) Sasseur (Kunming) Outlets (砂之船(昆明)奧特萊斯) ( “Kunming Outlets”)
Kunming Outlets comprises two buildings, namely Building 1 and Building 2A, and has 2,000 car park lots. Building 1 has four ?oors above ground and three ?oors underground, and Building 2A has ?ve ?oors above ground and two ?oors underground. Kunming Outlets o?ers a wide array of retail options including outlet mall shopping, healthcare services, entertainment and cultural facilities, thereby providing its customers with a comprehensive lifestyle and entertainment experience intended to promote retail spending and enhance customer loyalty. It commenced operations in December 2016 and according to the Independent Market Research Consultant, it is the largest outlet mall (in terms of GFA) in the Yunnan Province. Kunming Outlets is targeted at middle class consumers, catering to their growing preference for luxury brands such as Burberry. Kunming Outlets also carries popular domestic brands to cater to a wide customer base. As at 30 September 2017, it features 209 stores carrying approximately 350 brands.
2、The manage and corporate governance
I．The Manager
The Manager, Sasseur Asset Management Pte. Ltd., was incorporated in Singapore under the Companies Act on 15 March 2017. As at the date of this Prospectus, it has an issued and paid up capital of S$1.0 million. Its registered o?ce is 80 Robinson Road, #02-00, Singapore 068898 and place of business is 9 Temasek Boulevard, Suntec Tower Two, #09-02A, Singapore 038989. Its telephone and facsimile numbers are (+65) 6255 2953 and (+65) 6873 0930, respectively. The Manager is an indirect wholly-owned subsidiary of the Sponsor.
The Manager has been issued a CMS Licence pursuant to the SFA on 19 March 2018 and is regulated by the MAS.
II． Management Fees
The Manager is entitled under the Trust Deed to the following management fees:
? base fee at the rate of 10.0% per annum of the Distributable Income; and
? performance fee at the rate of 25.0% of the di?erence in DPU in a ?nancial year with the DPU in the preceding full financial year (calculated before accounting for the Performance Fee but after accounting for the Base Fee in each financial year) multiplied by the weighted average number of Units in issue for such financial year
III . The trustee
The trustee of Sasseur REIT is DBS Trustee Limited. The Trustee is a company incorporated in Singapore and registered as a trust company under the Trust Companies Act, Chapter 336 of Singapore. It is approved to act as a trustee for authorised collective investment schemes under Section 289(1) of the SFA and is regulated by the MAS. As at the Latest Practicable Date, theTrustee has a paid-up capital of S$2.5 million. The Trustee’s registered address is 12 Marina Boulevard, Marina Bay Financial Centre Tower 3, Singapore 018982.
IIII．Trustee’s fee
The Trustee’s fees shall not exceed 0.1% per annum of the value of the Deposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocket expenses and GST in accordance with the Trust Deed. The Trustee’s fee is accrued daily and paid monthly in arrears in accordance with the Trust Deed.
The actual fee payable within the permitted limit will be determined between the Manager and the Trustee from time to time. The Trustee will also be paid a one-time inception fee as may be agreed between the Trustee and the Manager, subject to a maximum of S$60,000.
3、 Issue Expense
The estimated amount of expenses payable in relation to the O?ering and the issuance of the Cornerstone Units include the Underwriting and Selling Commission, professional and other fees and all other incidental expenses in relation to the O?ering and the issuance of the Cornerstone Units, and will be approximately S$54.3 million, which will be borne by Sasseur REIT.
A breakdown of these estimated expenses is as follows：
Part two：Structure of SASSEUR Retail REIT
Notes:
(1) The Sponsor is a controlling Unitholder of Sasseur REIT as at the Listing Date through its 100.0% interest in Sasseur Cayman II Holding Ltd. ( “Cayman Holdco”), which in turn owns approximately 55% (assuming the Over- Allotment Option is exercised in full) to approximately 58% (assuming the Over-Allotment Option is not exercised) of the Units as at the Listing Date.
(2) The Manager is wholly-owned by Cayman Holdco, which is an indirect wholly-owned subsidiary of the Sponsor.
(3) 60.0% of the interests in each of Chongqing West Outlets Brand Discount Commercial Co., Ltd. and Shanghai Paci?c Rehouse Service Chongqing Co., Ltd. (collectively, the “Associated Companies”) is held by Shanghai Paci?c Rehouse Service Co., Ltd., an independent third party unrelated to the Sponsor Group. The Associated Companies have commenced voluntary winding up from 12 December 2017 onwards.
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