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1
Assume unit price of ~S$0.87 post payment of ~S$0.032 DPU in May 2019
contributed to A-H Trust’s NAV per share increasing by more than 35% from S$0.74 to ~S$1.00 during the
same period. More than 80% of A-H Trust’s assets comprise of centrally located freehold hotels in the
CBDs of global gateway cities like Sydney, Melbourne, Tokyo, Osaka and Seoul. The sole leasehold
property is Park Hotel Clarke Quay which still has more than 83 years on its lease left.
Despite its prime asset base, Ascendas Hospitality trades at a ~10% discount to its net asset value, the
2nd highest level of discounts among SGX-listed hospitality trusts. This is despite its low leverage ratio of
only 33.6% and Ascendas’ best in class corporate governance. Adjusting for full payment of distributable
income and management fees in units2, A-H Trust’s DPU is forecasted at S$0.065 (Dvd Yld of ~7.5%1).
The discount to NAV partly results in A-H Trust being one of the highest yielding SGX-listed hospitality
REITs.
We believe that the continued undervaluation of A-H Trust is due to its suboptimal size. The trust is
currently the smallest in the hospitality sector and among the 10 smallest SGX-listed REITs3. Limited float
and trading volume result in insufficient research coverage and investors’ interest which further
decreases investment interest and aggravates the trust’s undervaluation. Due to its size, any significant
acquisition will also result in a substantial capital raising from A-H Trust’s existing investors base. This has
further weighed on investors’ sentiments on the trust.
The merger between CapitaLand and Ascendas will conceivably create additional uncertainty for
unitholders. Capitaland will wholly-own the managers of both A-H Trust and Ascott Residence Trust
(“Ascott Trust” or “ART SP”). However, while Capitaland owns ~45% of Ascott Trust units, it will only own
~28% of A-H Trust. Additionally, Ascott Trust has a significant existing working relationship with
Capitaland as the latter’s wholly owned Ascott Limited is the main hotel operator and tenant of Ascott
Trust’s assets. Ascott Trust also has the right of first refusal for all of Ascott Limited’s properties, which
provides a formidable pipeline of assets to further grow its own asset base.
The overlapping investment mandates of A-H and Ascott Trusts can potentially lead to corporate
governance concerns especially in connection with acquisitions. Similar issues were identified by the
Monetary Authority of Singapore (MAS) when it did not approve the manager of the then Cambridge REIT
(now ESR REIT) to be also manager of the then Macarthur Cook REIT (now AIMS APAC REIT) due to severe
concerns of overlapping investment mandates.
Quarz believes that a preferred Win-Win solution which can be value accretive to all stakeholders
including CapitaLand is the merger by way of a Trust Scheme between Ascott Residence and Ascendas
Hospitality Trust. We propose that Ascott Trust offers Ascendas Hospitality Trust’s unitholders a 5-10%
premium to book value. A tentative deal where 0.75 units of Ascott Trust and ~S$0.18 of cash will be
exchanged for 1 unit of A-H Trust can be structured (Total price of ~S$1.08).
For A-H Trust unitholders, this potential offer provides an attractive takeover premium of ~20%. It also
enables them to continue participating in the future structural growth of the hospitality sector as part of
a larger trust with increased scale and capabilities.
Ascott Trust’s unitholders can benefit from a ~6% jump in DPU from $0.068 to S$0.072 (~6% yield). This
is attributed to the lower leverage level and higher yielding assets of Ascendas Hospitality. While the
potential transaction will increase the leverage ratio of the trust slightly from ~36% to ~39%, this level is
projected to reduce to ~37% post the completion of the sale of Ascott Raffles Place.
2
>70% of S-REITS do not retain distributable income and pay the majority of management fees in units
3
In terms of Market Capitalization
Potential Gains to Ascendas-H Trust Unitholders Potential DPU to Ascott Trust's Unitholders
(S$) (SG cents)
~20% 0.18
upside
7.17
1 unit of A-H
0.90 Trust for 0.75 0.90
unit of Ascott
Trust 6.79
The enlarged Ascott-Ascendas Hospitality Trust (“AA-H Trust” or “Enlarged Trust”) is projected to have an
asset base and market cap exceeding S$6.6billion and S$3.6billion respectively, making it the 8th largest
S-REITs by asset under management. It potentially qualifies for inclusion in the FTSE EPRA NAREIT
Developed Markets Index tracked by more than 50% of global REIT focused funds with >S$250billion of
asset under management. Index component trusts often trade at a tighter yield with higher trading
volume due to the increase in global institutional investors tracking and investing in the component trusts.
This can potentially drive yield compression and the appreciation of AA-H Trust’s unit price to the benefit
of unitholders.
Total Assets & Market Capitalisation (S$bn)
14.0
11.5 8th largest REIT (in terms of assets)
11.3
12.0
9.7 9.5
10.0
7.9 7.8 7.4
8.0 7.2 6.8 6.8
5.3
6.0 4.3
3.4 3.2 3.1 3.0 3.0 3.0
4.0 2.8 2.7 2.7 2.5 2.4 2.3
2.2 2.0 1.9 1.9 1.8
1.6 1.5 1.5 1.4 1.4 1.3 1.2
2.0 1.0 0.9 0.8
0.0
EC WORLD
SUN
MCT
FCOT
PREIT
AIM
Cromwell
Sasseur
CACHE
SBREIT
IREIT
CMT
MNACT
SPH REIT
FCT
FHT
LMIRT
Enlarged OUE T
ESR-REIT
ASCHT
Dasin
Sabana REIT
MLT
AREIT
CCT
KREIT
ART
MINT
CRCT
FEHT
KDC
FIRT
BHG
Enlarged Trust
SGREIT
FLT
CDREIT
Manulife
Keppel-KBS
AA-H Trust will have an unconstrained mandate in the global hospitality sector to leverage on the
expertise of the integrated manager to make accretive and strategic acquisitions. The launch of Ascott’s
Citadines Connect Business Hotels in 2019 and the subsequent purchase of Felix Hotel by Ascott
Residence (to be rebranded as Citadines City Connect) reflects the immense opportunity in business
hotels. A-H Trust owns a number of prime hotels under management contract which can be rebranded as
Citadines Connect to expedite the expansion of the brand. The enlarged AA-H Trust also has increased
financial flexibility to pursue more sizeable acquisitions where there is less competition. Increased scale
can enable the trust to expand and establish itself as market leader in new and lucrative hospitality
formats.
Potential Increase in Free Float Potential Increase in Income Stability
(S$bn) (S$bn)
Free float: 37%
1.5x
A possible option is to limit both Trusts to invest in certain jurisdictions and asset classes such as service
residences or hotels. We believe this to be a suboptimal and inferior solution as it constraints the growth
potential and benefits to unitholders of both trusts. It is also contradictory to the key objectives of the
transformational merger between CapitaLand and Ascendas which is to enhance the capabilities and scale
of the Group to successfully compete in the fast changing global market place of real estate companies.
Due to the current overlapping investment mandate, we also urge Ascendas Hospitality Trust to
postpone any acquisitions until the rationalization of the overlap is resolved. This is to prevent any
conflict of interest matters which can potentially harm the reputation and trust in both the Trust and
Sponsor which are embarking on a new phase of transformational changes.
Quarz believes that its recommendations can provide a clear pathway for Ascendas Hospitality Trust to
generate a potential attractive total return of more than 35% in capital appreciation and dividends in
the mid to long-term. As long-term shareholders, Quarz look forward to working with Ascendas
Hospitality Trust’s board and management to move forward expeditiously on delivering value to all
unitholders.
Sincerely yours,
Mr. Jan F. Moermann
Chief Investment Officer, Quarz Capital Management, Ltd.