cache logistics trust prospectus (1 april 2010)

Offer fOr SubScriptiOn byArA-cWt truSt MAnAgeMent (cAche) LiMited

Offering of 474,108,000 unitsOffering price: S$0.88 per unit

prOSpectuS dAted 1 ApriL 2010

(Registered with the Monetary Authority of Singapore on 1 April 2010).

this document is important. if you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser.

Joint global coordinators, issue Managers, bookrunners and underwriters

ARA-CWT Trust Management (Cache) Limited, as manager (the “Manager”) of Cache Logistics Trust (“CLT”), is making an offering (the “Offering”) of 474,108,000 units representing undivided interests in CLT (“Units”) for subscription at the Offering Price (as defined below). The Offering consists of (i) an international placement of 433,108,000 Units to investors, including institutional and other investors in Singapore (the “Placement Tranche”), and (ii) an offering of 41,000,000 Units to the public in Singapore (the “Public Offer”) of which 14,000,000 Units will be reserved for subscription by the directors, management, employees and business associates of CWT Limited (“CWT” or the “Sponsor”), ARA Asset Management Limited (“ARA”) and their subsidiaries (the “Reserved Units”). Prior to the Offering there are no Units in issue as at the date of this Prospectus. The total number of outstanding Units immediately after completion of the Offering will be 632,200,000 Units.

The issue price of each Unit under the Offering is S$0.88 per Unit (the “Offering Price”). The Offering is fully underwritten at the Offering Price by Macquarie Capital Securities (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte. Limited and DBS Bank Ltd (collectively, the “Joint Global Coordinators, Bookrunners and Underwriters” or the “Joint Global Coordinators”) on the terms and subject to the conditions of the Underwriting Agreement (as defined herein). The issue managers for the Offering are Macquarie Capital (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte. Limited and DBS Bank Ltd (collectively, the “Issue Managers”).

Separate from the Offering, C&P Holdings Pte Ltd (“C&P”) and the Sponsor, as vendors of two of the Properties (as defined herein), will receive an aggregate of 89,286,000 Units (the “Consideration Units”) on the Listing Date (as defined herein) in part satisfaction of the purchase consideration for these Properties. At the same time with, but separate from the Offering, ARA Real Estate Investors V Limited, an indirect wholly-owned subsidiary of ARA, has entered into a subscription agreement to subscribe for 11,905,000 Units (the “ARA Units”) at the Offering Price conditional upon the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Settlement Date (as defined herein). Concurrently with, but separate from the Offering, each of the Cornerstone Investors (as defined herein) has entered into a subscription agreement to subscribe for an aggregate of 56,901,000 Units (the “Cornerstone Units”) at the Offering Price

conditional upon the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Settlement Date.

Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by way of an initial public offering in Singapore. Application has been made to Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission to list on the Main Board of the SGX-ST (i) all Units comprised in the Offering, (ii) the Consideration Units, (iii) the ARA Units, (iv) the Cornerstone Units and (v) all the Units which will be issued to the Manager from time to time in full or part payment of the Manager’s management fees. Such permission will be granted when CLT as been admitted to the Official List of the SGX-ST (the “Listing Date”). Acceptance of applications for Units will be conditional upon issue of the Units and upon permission being granted to list the Units. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investor’s own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of CLT, the Manager, HSBC Institutional Trust Services (Singapore) Limited, as trustee of CLT (the “Trustee”), the Sponsor, the Joint Global Coordinators or the Issue Managers.

CLT has received a letter of eligibility from the SGX-ST for the listing and quotation of (i) all Units comprised in the Offering, (ii) the Consideration Units, (iii) the ARA Units, (iv) the Cornerstone Units and (v) all the Units which will be issued to the Manager from time to time in full or part payment of the Manager’s management fees on the Main Board of the SGX-ST. CLT’s eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, CLT, the Manager, the Trustee, the Sponsor, the Joint Global Coordinators, the Issue Managers or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, CLT, the Manager or the Units.

The collective investment scheme offered in this Prospectus is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act” or “SFA”). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “MAS”). The MAS assumes no

responsibility for the contents of the Prospectus. Registration of the Prospectus by the MAS does not imply that the Securities and Futures Act or any other legal or regulatory requirements have been complied with. The MAS has not, in any way, considered the investment merits of the collective investment scheme. This Prospectus will expire on 31 March 2011 (12 months after the date of the registration of this Prospectus).

See “Risk Factors” commencing on page 28 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units. None of the Manager, the Trustee, the Sponsor, the Joint Global Coordinators or the Issue Managers guarantees the performance of CLT, the repayment of capital or the payment of a particular return on the Units. Unitholders should note that CLT is solely dependent on the Master Lessees (as defined herein), being CWT and C&P, for rental payments, as CLT does not directly operate the Properties or lease the Properties directly to the end-users (see “Risk Factors — CLT is solely dependent on the Master Lessees for rental payments.” on page 32 for further details).

Investors who are members of the Central Provident Fund (“CPF”) in Singapore may use their CPF Ordinary Account savings to purchase or subscribe for Units as an investment included under the CPF Investment Scheme - Ordinary Account. CPF members are allowed to invest up to 35.0% of the Investible Savings (as defined herein) in their CPF Ordinary Accounts to purchase or subscribe for the Units. Investors applying for Units by way of Application Forms or Electronic Applications (both as referred to in Appendix G, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore”) in the Public Offer will have to pay the Offering Price on application, subject to a refund of the full amount or, asthe case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefit arising therefrom), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason.

The Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, accordingly, maynot be offered or sold within the United States except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as defined and in reliance on Regulation S under the Securities Act (“Regulation S”).

(a real estate investment trust constituted on 11 February 2010 under the laws of the Republic of Singapore)

cWt Limited

cache Logistics trust Manager

property Manager

initial portfolio

cornerstone investors and

public unitholders

ArA Asset Management

Limited

CWT Commodity Hub

Hi-Speed Logistics Centre

CWT Cold Hub

C&P Changi Districentre

Schenker Megahub

C&P Changi Districentre 2

35.9%3

84.0% 12.2% 1.9%4

1.9%

c&p holdings pte Ltd

BUSINESS OVERVIEW

CLT is a Singapore-based real estate investment trust (“REIT”) which will principally invest in income-producing real estate used for logistics purposes in Asia-Pacific1, as well as real estate-related assets.

CLT’s initial portfolio of properties comprises six high quality logistics warehouse properties located in Singapore (“Initial Portfolio”), with the following key strengths:

• 97.3%ofaggregategrossfloorarea(“GFA”)comprisesmodernramp-upwarehouses;• represents24.9%marketshareoframp-upwarehousespaceinSingapore;• GFAofapproximately3.9millionsqft;• propertiesincludeCWTCommodityHub,whichisthelargestwarehouseinSingapore,andCWTColdHub,whichisthe

firstandonlyramp-upcoldstoragewarehouseinSingapore;• propertiesarestrategicallylocatedinestablishedlogisticsclustersnearChangiAirport,PSATerminalsandJurongPort;• longtermtriplenetleaseswiththeSponsorandC&Pwithannualrentescalationof1.5%perannumforthefirst5years;• propertyportfolioatanaverageageof2.12years2;and• weightedaverageleaseexpiry(“WALE”)of6.4years2.

ThE SPONSOR

CWT is one of Southeast Asia’s largest listed logistics operators by market capitalisation3 and revenue5. A leader in supply chain logistics solutions with global operations, CWT is able to connect customers to 120 ports and 1,200 destinations around the world through its network.

Notes:

(1) For the purposes of CLT’s investment mandate, “Asia-Pacific” is defined as Singapore, Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan, Korea, Australia and New Zealand.

(2) Weighted by total GFA, assuming a commencement date of 1 January 2010.

(3) As at the Latest Practicable Date.

(4) Held through ARA Real Estate Investors V Limited, an indirect wholly-owned subsidiary of ARA.

(5) For the financial year ended 31 December 2009.

ThE MANAGER

CLT is managed by ARA-CWT Trust Management (Cache) Limited, a joint-venture REIT management company 60% owned by ARA and 40% owned by CWT.

ARA is a leading real estate fund management group with total assets under management of S$13.5 billion as at 31 December 2009. It has an established track record of managing publicly-listed REITs such as Suntec REIT (listed in Singapore), Fortune REIT (listed in Singapore), Prosperity REIT (listed in Hong Kong) and AmFIRST REIT (listed in Malaysia).

OVERVIEW Of INITIAl PORTfOlIO

Notes:

(1) Does not include container yard area of 103,793 sq ft which forms part of CWT Commodity Hub that will be acquired by CLT.

(2) The GFA comprises cold room of 158,882 sq ft, ambient warehouse space of 117,664 sq ft and ancillary office and service areas of 65,398 sq ft.

(3) Average of the two valuations conducted by CB Richard Ellis (Pte) Ltd and Knight Frank Pte Ltd.

(4) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub Individual Lease Agreements which will be entered into in connection with CWT Commodity Hub in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the CWT Commodity Hub Individual Lease Agreements, which will commence at the expiration of the initial Master Lease term, will range from one to five years. CLT may agree and sign extensions of either the Master Lease or individual leases, as the case may be, beyond the expiry date of the initial lease terms.

(5) Weighted based on total GFA for the properties, assuming a commencement date of 1 January 2010.

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hi-Speed Logistics centre

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√ √ √ √ √ Cargo lift

97.3% by GFA are ramp-up

warehouses

24 Penjuru Road

2 Fishery Port Road

51 ALPS Avenue

40 ALPS Avenue

5 Changi South Lane

3 Changi South Street 3

2,295,9941 341,9442 439,956 308,626 364,278 105,945 3,856,743

S$325.5m S$129.6m S$101.0m S$70.8m S$83.3m S$19.8m S$729.9m

5-104 years 5 yearsOver 6 years, expiring on

31 Aug 2016

Over 6 years, expiring on

15 Oct 20165 years 5 years 6.45 years

COMPETITIVE ADVANTAGES Of ClT’S lOGISTICS PROPERTIES

cWt cOMMOdity hub

Location : 24 Penjuru RoadDescription : Five-level ramp-up warehouse with mezzanine offices, and an

office annex, and an ancillary container yard

• LargestwarehouseinSingaporeandoneofthelargestinSoutheastAsia

• Strong demand from large warehouse users looking to consolidate theirlogistics activities

• Largefloorplatesallowusersgreaterefficienciesinmoving,consolidatingandstacking goods in one area

• StatusasaLondonMetalExchangeapprovedwarehousegeneratesadditionaldemand for storage space arising from global commodities derivatives trading

cWt cOLd hub Location : 2 Fishery Port RoadDescription : Two-storey, multi-temperature controlled, ramp-up cold store

warehouse with ambient warehouse space and ancillary office and service area

• First and only ramp-up cold storagewarehouse and one of the largest andnewest cold storage facilities in Singapore

• Benefitsfromincreasedmarketdemandforpackagedandfrozenfoodduetochanging lifestyles and the increasing popularity of supermarkets

• Offersunbrokencoldchainaccesswhilemovinggoodsinandoutofthewarehouse

• Locatedwithinafoodprocessingzoneclosetomajorportsandfoodprocessingfacilities

SchenKer MegAhubLocation : 51 ALPS AvenueDescription : Purpose-built ramp-up logistics facility comprising four levels of

warehouses and an eight-storey office block

• Largest freightand logisticsproperty locatedat theAirport LogisticsParkofSingapore (“ALPS”)

• HousesSchenkerSingapore(Pte)Ltd’sheadquartersfortheAsia-Pacificregion

• Temperature and humidity controlled facilities including pharmaceutical,nutritional storage rooms and cold room

• Ground level loading bays specifically designed forwarehousing and supplychain needs in the aerospace sector in Singapore

hi-Speed LOgiSticS centreLocation : 40 ALPS AvenueDescription : Ramp-up logistics facility comprising four levels of warehouse and seven levels of office

• OneoftwopropertiesintheInitialPortfoliolocatedinALPS,whichhasatotalof only 11 properties

• NationalheadofficeandaircargobranchforNipponExpress (Singapore)PteLtd

c&p chAngi diStricentreLocation : 5 Changi South LaneDescription : Six-storey ramp-up logistics warehouse with warehouse and

associated mezzanine offices, and one level of office space

• Oneof theonly two ramp-upwarehouses inChangi International LogisPark(South), one of Singapore’s most established logistics clusters and a choice location for internationally-renowned logistics specialists

• Its location in Changi International LogisPark (South) complements CLT’sproperties in ALPS by providing a dedicated logistics facility in close proximity to Changi Airport just outside the Free Trade Zone

c&p chAngi diStricentre 2Location : 3 Changi South Street 3Description : Highly functional cargo-lift logistics facility comprising three

levels of warehouse and a four-storey ancillary office building

• LocatedwithinChangiInternationalLogisPark(South)

• Morethan60%ofthewarehousespaceisair-conditioned

StAbLe diStributiOnS • CLT’s distribution policy is to distribute 100% of its Taxable

Income and tax-exempt income, if any, from the Listing Date to 31 December 2011 and thereafter to distribute at least 90% of its Taxable Income and tax-exempt income, if any

distribution yield

LeVerAge On cWt’S SpOnSOrShip And LOgiSticS prOperty eXpertiSe

• CLT will benefit from the sponsorship and logistics propertyexpertise of CWT, including its ability to develop, identify and acquire logistics properties

• CLT is granted a right of first refusal (“ROFR”) byCWTand itssubstantial shareholder, C&P to acquire logistics properties in the Asia Pacific region owned by or offered to CWT and C&P

• ExistingpropertiesownedbyCWTandC&PandcoveredbytheROFR span over 2.9 million sq ft of GFA located in Singapore and China

benefitS frOM ArA’S MAnAgeMent eXpertiSe AS An eXperienced And LeAding reit MAnAger

• ARAisaleadingrealestatefundmanagementgroupwithtotalassets under management of S$13.5 billion as at 31 December 2009, with a proven track record in managing publicly-listed REITs in Singapore, Hong Kong and Malaysia

• CLT is expected toenjoy synergiesderived fromCWT’s logisticsproperty expertise and ARA’s REIT management and capital markets expertise

eXperienced And prOfeSSiOnAL MAnAgeMent teAM

• The Manager believes that Unitholders will benefit from theexperience of key staff members of the Manager and the Property Manager in fund, asset, development and property management in the Singapore logistics property markets

cApitAL Structure thAt prOVideS StAbiLity And future finAncing fLeXibiLity

• Conservative capital structure with a low initial AggregateLeverage of 25.9% provides a buffer against potential volatility in the debt financing markets, while positioning CLT to effectively execute future acquisitions at attractive terms

tAX benefitS

• Qualifying Unitholders (as defined herein) and Individuals willreceive distributions free of any Singapore income tax deducted at source

• Qualifying Foreign Non-individual Unitholders will receivedistributions out of Taxable Income made up to 31 March 2015 after tax deducted at source at the reduced rate of 10.0%#

* The footnotes on this page can be found on the bottom of the following page titled “Notes for Investment Highlights”.

# Announced in Singapore Budget 2010 but not yet promulgated in law.

AttrActiVe And reSiLient LOgiSticS prOperty fundAMentALS in SingApOre

• The Singapore logistics property market enjoys favourabledemand and supply dynamics and has demonstrated cyclical stability and resilience

• Singapore is widely recognised as a world-class logistics hubwith excellent connectivity and world-class infrastructure, and is home to the world’s top-ranked container port and Southeast Asia’s top cargo airport

• 21 of the top 25 global logistics providers have a significantpresence in Singapore

• Growth in specialised logistics needs in Singapore such asbiomedical, chemical and commodities logistics needs, has enhanced demand for logistics properties

high QuALity LOgiSticS prOperty pOrtfOLiO With StrOng MArKet ShAre Of rAMp-up WArehOuSeS in SingApOre

• 97.3%of the InitialPortfolio’sGFAcomprisesmodern ramp-upwarehouses. The Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore

• Ramp-up warehouses offer lower operating expenses andefficiency advantages in the movement of cargo vis-à-vis conventional multi-storey “cargo-lift” warehouses, and are also more resilient in terms of rental rates and occupancy

• Highbarrierstoentryexistforthedevelopmentofnewefficientramp-up warehouses due to the requirement for larger land plot sizes in excess of one hectare and the specialised planning and design specifications required for such properties

• TheInitialPortfolioisstrategicallylocatedinestablishedlogisticsclusters, near air and sea transportation ports

• Modern properties with weighted average age (by GFA) as at 1 January 2010 of 2.12 years, which translates into lower capital and maintenance expenditure in the near term

StrOng And diVerSe deMAnd fOr cLt’S prOpertieS by underLying end-uSerS1

• Initialpropertiesare94.1%2 occupied by and contracted to end-users (“Occupied GFA”)

• Diverse spread of 26 end-users comprising domestic andinternational companies3

• Diversifiedbaseofend-usersby tradesectors suchas industrialand consumer goods, commodities and chemical, food and cold storage, aerospace, healthcare, courier services and hospitality

• 91.4% of the Occupied GFA is taken up by multinationalcorporations and government agencies

• Balanced lease expiry profile, with 53.6% of Occupied GFAunder the Service Agreements and sub-lease agreements expiring after 2012

• 71.6%oftheOccupiedGFAisoccupiedbyend-usersthathavecommitted capital expenditure on the fit-out of their space

• Highrenewalratesof95.0%perannumforthepastthreeyearsachieved by the Master Lessees at the Properties

LOng terM tripLe net LeASeS4 With cWt And c&p

• The Initial Portfolio will be leased to CWT, C&P and certainsubsidiaries of C&P

• TheMaster LeaseAgreements provide for long lease durationsranging from 5.0 to 10.0 years5 and a WALE of 6.4 years6, with locked-in annual rental escalations and a triple net lease structure for the first five years of the initial contracted lease term

• The triple net lease structure of theMaster Leasesmeans thatongoing property expenses are borne by the Master Lessees and not CLT

• TheIndependentValuershavereviewedthetermsoftheMasterLease Agreements and are of the opinion that the contracted rent under the Master Lease Agreements is within the market acceptable range

2010 FORECAST YEAR

8.70%7

2011 PROJECTION YEAR

0

2

4

6

8

10

%

8.82%8

INVESTMENT hIGhlIGhTS

STRATEGICAlly-lOCATED PORTfOlIO Of PROPERTIES

CLT has two properties in each of three major logistics clusters in SIngapore – the Airport Logistics Park of Singapore, Changi International LogisPark (South) and Penjuru/Pandan area in the Jurong Industrial Estate.

• ALPS: Schenker Megahub and Hi-Speed Logistics Centre arelocated in ALPS, which is adjacent to Changi International Airport and is the only logistics park in Singapore with free trade zone (“FTZ”) status. Schenker Megahub and Hi-Speed Logistics Centre are two of only 11 properties in ALPS. With only one unallocated land plot of 2.57 hectares remaining in ALPS, the potential for new competing supply is limited.

• Changi International LogisPark (South):C&PChangiDistricentreand C&P Changi Districentre 2 are situated within Changi International LogisPark (South). Situated close to Changi Airport, it is one of the most established logistics clusters in Singapore. No additional potential supply is expected as all of the available land plots in the area have been fully allocated.

• Penjuru/Pandanarea:CWTCommodityHubandCWTColdHubare located in the Penjuru/Pandan area, and enjoy close proximity to PSA Terminals, Jurong Port, Tuas checkpoint and at least half of the container yards in Singapore. As a result, the Penjuru/Pandan area is considered superior to other locations in the Jurong vicinity as it allows for quicker loading and unloading of containers at warehouses due to its proximity to the above-mentioned areas.

4

56

2 13

JurOng pOrt

pASir pAnJAng terMinAL

JOhOr cAuSeWAy LinK

SecOnd LinK

KeppeL terMinAL

chAngi internAtiOnAL

LOgiSpArK (SOuth)

penJuru / pAndAn

AirpOrt LOgiSticS pArK Of SingApOre

1. CWT Commodity Hub, 24 Penjuru Road2. CWT Cold Hub, 2 Fishery Port Road3. C&P Changi Districentre 2, 3 Changi South Street 34. C&P Changi Districentre, 5 Changi South Lane5. Schenker Megahub, 51 ALPS Avenue6. Hi-Speed Logistics Centre, 40 ALPS Avenue

Notes for Investment Highlights:

1 Figures in this section are as at 31 December 2009.

2 This does not include the parts of CWT Commodity Hub which received the temporary occupation permits on 28 September 2009 and 19 October 2009. As it typically takes up to six months for the occupancy of a newly completed property to stabilise, the Manager is therefore of the view that it would not be representative to include such parts when computing the occupancy rate for CWT Commodity Hub as at 31 December 2009 when the occupancy at such parts of CWT Commodity Hub was not yet stabilised.

3 While there are 26 end-users, a number of these end-users operate in more than one trade sector.

4 “Triple net lease” refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) land rent, (ii) property tax and (iii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts and other mechanical and electrical items.

5 This lease term includes the three separate lease agreements which will be entered into in respect of specific premises in CWT Commodity Hub, in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the three separate lease agreements, which will commence at the expiration of the initial Master Lease term, will range from one to five years. This does not preclude CLT from agreeing and

signing extensions of either the Master Lease or individual leases as the case may be beyond the expiry date of the initial lease terms.

6 Weighted by GFA, assuming a commencement date of 1 January 2010.

7 Based on the offering price of S$0.88 per Unit and the forecast for the full financial year from 1 January 2010 to 31 December 2010, together with the accompanying assumptions, in the Prospectus.

8 Based on the offering price of S$0.88 per Unit and the projection for the full financial year from 1 January 2011 to 31 December 2011, together with the accompanying assumptions, in the Prospectus.

KEy OBjECTIVES

The Manager aims to provide Unitholders with regular and stable distributions, long-term growth in distribution per Unit and net asset value (“NAV”) per Unit, while maintaining an appropriate capital structure.

inVeStMent StrAtegieS incLude:

Acquisition growth strategy

• Pursueacquisitionopportunitiesthatprovideattractivecashflowsandyieldsrelativeto CLT’s weighted average cost of capital, and opportunities for future income and capital growth

Active asset management strategy

• Work tomitigate re-leasing risks and to groworganically, thereby increasing theyield of its properties, and correspondingly, the NAV per Unit

focused development strategy

• Prudently undertake development activity when appropriate opportunities arise,while mitigating construction and leasing risks

capital and risk management strategy

• Employanappropriatemixofdebtandequityinfinancingacquisitions,andutiliseinterest rate and currency hedging strategies where appropriate

divestment strategy

• Freeupcapitalforre-deploymentasandwhenappropriate

indicAtiVe tiMetAbLe

date and time event 2 April 2010, 9.00 a.m. Opening date and time for the Public Offering

8 April 2010, 12.00 p.m. Closing date and time for the Public Offering

12 April 2010, 2.00 p.m. Commencement of trading on the SGX-ST

TABLE OF CONTENTS

Page

NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

OWNERSHIP OF THE UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE. . . . . . . . . . . . . 54

PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

THE MANAGER AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

THE SPONSOR AND ARA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

THE FORMATION AND STRUCTURE OF CACHE LOGISTICS TRUST. . . . . . . . . . . . . . . . 121

CERTAIN AGREEMENTS RELATING TO CACHE LOGISTICS TRUST AND THEPROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

APPENDIX A — INDEPENDENT ACCOUNTANTS’ REPORT ON THE PROFITFORECAST AND PROFIT PROJECTION. . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B — INDEPENDENT ACCOUNTANTS’ REPORT ON THE UNAUDITED PROFORMA BALANCE SHEET AS AT THE LISTING DATE. . . . . . . . . . . . B-1

APPENDIX C — UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTINGDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1

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APPENDIX D — INDEPENDENT TAXATION REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E — INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS . . . . E-1

APPENDIX F — INDEPENDENT LOGISTICS PROPERTY MARKET RESEARCHREPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G — TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FORAND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . . . . . . . . . G-1

APPENDIX H — LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OFDIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . H-1

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NOTICE TO INVESTORS

No person is authorised to give any information or to make any representation not contained in thisProspectus and any information or representation not so contained must not be relied upon as havingbeen authorised by or on behalf of CLT, the Manager, the Trustee, the Joint Global Coordinators, theIssue Managers or the Sponsor. If anyone provides you with different or inconsistent information, youshould not rely upon it. Neither the delivery of this Prospectus nor any offer, subscription, sale ortransfer made hereunder shall under any circumstances imply that the information herein is correct asof any date subsequent to the date hereof or constitute a representation that there has been no changeor development reasonably likely to involve a material adverse change in the affairs, conditions andprospects of CLT, the Manager, the Units or the Sponsor since the date on the front cover of thisProspectus. Where such changes occur and are material or required to be disclosed by law, theSGX-ST and/or any other regulatory or supervisory body or agency, the Manager will make anannouncement of the same to the SGX-ST and, if required, lodge and issue a supplementary documentor replacement document pursuant to Section 298 of the Securities and Futures Act and takeimmediate steps to comply with the said Section 298. Investors should take notice of suchannouncements and documents and upon release of such announcements and documents shall bedeemed to have notice of such changes. Unless required by applicable laws (including the Securitiesand Futures Act), no representation, warranty or covenant, express or implied, is made by any of CLT,the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers, the Sponsor or any oftheir respective affiliates, directors, officers, employees, agents, representatives or advisers as to theaccuracy or completeness of the information contained herein, and nothing contained in thisProspectus is, or shall be relied upon as, a promise, representation or covenant by any of CLT, theManager, the Trustee, the Joint Global Coordinators, the Issue Managers or the Sponsor or theirrespective affiliates, directors, officers, employees, agents, representatives or advisers.

None of CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers and theSponsor or any of their respective affiliates, directors, officers, employees, agents, representatives oradvisers is making any representation or undertaking to any purchaser or subscriber of Units regardingthe legality of an investment by such purchaser or subscriber under appropriate legal, investment orsimilar laws. In addition, investors in the Units should not construe the contents of this Prospectus aslegal, business, financial or tax advice. Investors should be aware that they may be required to bear thefinancial risks of an investment in the Units for an indefinite period of time. Investors should consult theirown professional advisers as to the legal, tax, business, financial and related aspects of an investmentin the Units.

Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability,during office hours, from:

Macquarie Capital Securities(Singapore) Pte. Limited

23 Church StreetCapital Square #11-11

Singapore 049481

Standard Chartered Securities(Singapore) Pte. Limited

6 Battery Road, #03-00Singapore 049909

DBS6 Shenton Way

DBS Building Tower OneSingapore 068809

and, where applicable, from members of the Association of Banks in Singapore, members of theSGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-STwebsite: http://www.sgx.com.

The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the Unitsin certain jurisdictions may be restricted by law. CLT, the Manager, the Trustee, the Joint GlobalCoordinators, the Issue Managers and the Sponsor require persons into whose possession thisProspectus comes to inform themselves about and to observe any such restrictions at their ownexpense and without liability to CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue

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Managers and the Sponsor. This Prospectus does not constitute, and the Manager, the Trustee, theJoint Global Coordinators, the Issue Managers and the Sponsor are not making, an offer of, or aninvitation to subscribe for or purchase, any of the Units in any jurisdiction in which such offer orinvitation would be unlawful. Persons to whom a copy of this Prospectus has been issued shall notcirculate to any other person, reproduce or otherwise distribute this Prospectus or any informationherein for any purpose whatsoever nor permit or cause the same to occur.

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FORWARD-LOOKING STATEMENTS

Certain statements in this Prospectus constitute “forward-looking statements”. This Prospectus alsocontains forward-looking financial information in “Profit Forecast and Profit Projection”. Such forward-looking statements and financial information involve known and unknown risks, uncertainties and otherfactors which may cause the actual results, performance or achievements of CLT, the Manager, theSponsor, or industry results, to be materially different from any future results, performance orachievements expressed or implied by such forward-looking statements and financial information.Such forward-looking statements and financial information are based on numerous assumptionsregarding the Manager’s present and future business strategies and the environment in which CLT, theManager or the Sponsor will operate in the future. Because these statements and financial informationreflect the current views of the Manager and the Sponsor concerning future events, these statementsand financial information necessarily involve risks, uncertainties and assumptions. Actual futureperformance could differ materially from these forward-looking statements and financial information.You should not place any undue reliance on these forward-looking statements.

Among the important factors that could cause the actual results, performance or achievements of CLT,the Manager or the Sponsor to differ materially from those in the forward-looking statements andfinancial information are the conditions of, and changes in, the domestic, regional and globaleconomies, including, but not limited to, factors such as political, economic and social conditions inSingapore, changes in government laws and regulations affecting CLT, competition in the Singaporeproperty market in which CLT may invest, industry, currency exchange rates, interest rates, inflation,relations with service providers, relations with lenders, hostilities (including future terrorist attacks), theperformance and reputation of CLT’s properties and/or acquisitions, difficulties in identifying futureacquisitions, difficulty in completing and integrating acquisitions, changes in the Manager’s directorsand executive officers, risks related to natural disasters, general volatility of the capital markets, generalrisks relating to the property market in which CLT may invest and the market price of the Units as wellas other matters not yet known to the Manager or not currently considered material by the Manager.Additional factors that could cause actual results, performance or achievements to differ materiallyinclude, but are not limited to, those discussed under “Risk Factors”, “Profit Forecast and ProfitProjection”, and “Business and Properties”. These forward-looking statements and financial informationspeak only as at the date of this Prospectus. The Manager expressly disclaims any obligation orundertaking to release publicly any updates of or revisions to any forward-looking statement or financialinformation contained herein to reflect any change in the expectations of the Manager or the Sponsorwith regard thereto or any change in events, conditions or circumstances on which any such statementor information is based, subject to compliance with all applicable laws and regulations and/or the rulesof the SGX-ST and/or any other relevant regulatory or supervisory body or agency.

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CERTAIN DEFINED TERMS AND CONVENTIONS

CLT will publish its financial statements in Singapore dollars. In this Prospectus, references to “S$” or“Singapore dollars” and “cents” are to the lawful currency of the Republic of Singapore and referencesto “US$”, “US dollars” or “USD” are to the lawful currency of the United States.

Unless otherwise defined, capitalised terms used in this Prospectus shall have the meanings set out inthe Glossary.

The forecast and projected yields and yield growth are calculated based on the Offering Price. Suchyields and yield growth will vary accordingly for investors who purchase Units in the secondary marketat a market price different from the Offering Price.

Any discrepancies in the tables, graphs and charts included in this Prospectus between the listedamounts and totals thereof are due to rounding. Where applicable, figures and percentages arerounded to one decimal place. Measurements in square metres (“sq m”) are converted to square feet(“sq ft”) and vice versa based on the conversion rate of 1 sq m = 10.7639 sq ft. References to“Appendix” or “Appendices” are to the appendices set out in this Prospectus. All references in thisProspectus to dates and times shall mean Singapore dates and times unless otherwise specified.

Unless otherwise specified, all information relating to the Properties in this Prospectus are as at31 December 2009.

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MARKET AND INDUSTRY INFORMATION

This Prospectus includes market and industry data and forecasts that have been obtained from internalsurveys, reports and studies, where appropriate, as well as market research, publicly availableinformation and industry publications. Industry publications, surveys and forecasts generally state thatthe information they contain has been obtained from sources believed to be reliable, but there can beno assurance as to the accuracy or completeness of such information. While the Manager has takenreasonable steps to ensure that the information is extracted accurately and in its proper context, theManager has not independently verified any of the data from third-party sources or ascertained theunderlying economic assumptions relied upon therein.

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SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed informationcontained or referred to elsewhere in this Prospectus. The meanings of terms not defined in thissummary can be found in the Glossary or in the trust deed constituting CLT dated 11 February 2010 (asamended) (the “Trust Deed”). A copy of the Trust Deed can be inspected at the registered office of theManager, which is located at 6 Temasek Boulevard, #16-02 Suntec Tower Four, Singapore 038986.

Statements contained in this summary that are not historical facts may be forward-looking statements.Such statements are based on certain assumptions and are subject to certain risks and uncertaintieswhich could cause actual results of CLT to differ materially from those forecast or projected (see“Forward-Looking Statements” on page v). Under no circumstances should the inclusion of suchinformation herein be regarded as a representation, warranty or prediction with respect to the accuracyof the underlying assumptions by CLT, the Manager, the Trustee, the Joint Global Coordinators, theIssue Managers, the Sponsor or any other person or that these results will be achieved or are likely tobe achieved. Investing in the Units involves risks. Prospective investors are advised not to rely solelyon this summary, but to read this Prospectus in its entirety and, in particular, the sections from whichthe information in this summary is extracted and “Risk Factors” to better understand the Offering andCLT’s businesses and risks.

OVERVIEW OF CACHE LOGISTICS TRUST

CLT is a Singapore-based real estate investment trust (“REIT”) established principally to invest inincome-producing real estate used for logistics purposes in Asia-Pacific1, as well as real estate-relatedassets.

CLT’s initial portfolio of properties comprise six high quality logistics warehouse properties located inSingapore (the “Initial Portfolio”), with an aggregate gross floor area (“GFA”) of 3,856,743 sq ft. Theseproperties are (i) CWT Commodity Hub, (ii) CWT Cold Hub, (iii) Schenker Megahub, (iv) C&P ChangiDistricentre, (v) Hi-Speed Logistics Centre and (vi) C&P Changi Districentre 2 (collectively, the“Properties”)2. (See “Business and Properties” on page 72 for further details.)

Objective

The Manager’s key objective is to provide unitholders of CLT (“Unitholders”) with regular and stabledistributions and long-term growth in distribution per Unit (“DPU”) and net asset value (“NAV”) per Unit,while maintaining an appropriate capital structure.

Strategy

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

• Acquisition growth strategy — The Manager will pursue acquisition opportunities that provideattractive cash flows and yields relative to CLT’s weighted average cost of capital, andopportunities for future income and capital growth.

• Active asset management strategy — The Manager will work with the Master Lessees andothers to mitigate re-leasing risks and to grow organically, thereby increasing the yield of theProperties and, correspondingly, the NAV per Unit.

1 For the purposes of CLT’s investment mandate above, “Asia-Pacific” is defined as Singapore, Malaysia, Indonesia,Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan, Korea, Australia and New Zealand.

2 Unless otherwise specified, all information relating to the Properties in this Prospectus are as at 31 December 2009.

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• Focused development strategy — Within the limits of Appendix 2 of the Code on CollectiveInvestment Schemes issued by the MAS (the “CIS Code”, and Appendix 2 of the CIS Code, the“Property Funds Appendix”), the Manager will prudently undertake development activity whenappropriate opportunities arise while mitigating construction and leasing risks.

• Capital and risk management strategy — The Manager will endeavour to employ anappropriate mix of debt and equity in financing acquisitions, and utilise interest rate and currencyhedging strategies where appropriate.

• Divestment strategy — The Manager will free up capital for re-deployment as and whenappropriate.

Structure of CLT

ARA-CWT Trust Management (Cache) Limited is the manager of CLT. The Manager has generalpowers of management over the assets of CLT. The Manager’s main responsibility is to manage CLT’sassets and liabilities for the benefit of Unitholders. The Manager will set the strategic direction of CLTand give recommendations to the Trustee on the acquisition, divestment and/or enhancement of assetsof CLT in accordance with its stated investment policy. The Manager is 60.0% owned by ARA and40.0% owned by CWT.

Cache Property Management Pte. Ltd. is the property manager of CLT (the “Property Manager”). TheProperty Manager is responsible for providing property management, lease management, projectmanagement, marketing and administration of property tax services for the properties in CLT’s portfolio.The Property Manager is 60.0% owned by CWT and 40.0% owned by ARA.

The following diagram illustrates the relationship between CLT, the Manager, the Property Manager, theTrustee and the Unitholders:

Unitholders

Ownership ofUnits

Distributions

Property Manager

Property Management Services

Property Management Fees

Ownership of assets

Manager

Acts on behalf of Unitholders

CLT Trustee Fee

Trustee

Management Fees

Management services

Net Property Income

The Properties

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INVESTMENT HIGHLIGHTS

The Manager believes that the key investment attractions of CLT are:

Attractive and resilient logistics property fundamentals in Singapore

The Manager believes that the Initial Portfolio offers Unitholders exposure to the healthy and sustaineddemand for logistics properties in Singapore and the opportunity to tap on the strength and resilienceof the Singapore logistics industry. The logistics property market in Singapore enjoys favourabledemand and supply dynamics and has demonstrated cyclical stability and resilience. Demand andoccupancy for warehouse space has increased steadily since 2003, and abated only in 2009 due to theglobal financial crisis.

The logistics property market in Singapore benefits from the following trends and characteristics of thelogistics industry:

• as Asia increases in importance as a manufacturing and consumer market with Singapore as acore logistics centre, the increased outsourcing of logistics activities to third party logisticsproviders (“3PLs”) is expected to increase demand for logistics infrastructure and property tosupport such 3PLs. Contract logistics and freight forwarding market volumes in Singapore areestimated to grow at a compound annual growth rate (“CAGR”) of 16.0% and 8.6% respectivelyfrom 2007 to 2011. The logistics industry is expected to grow from approximately 9.0% in 2008 toup to 13.0% of Singapore’s GDP by 2012;

• Singapore is widely recognised as a world-class logistics hub featuring excellent connectivity andworld-class infrastructure including the world’s top ranked container port and Southeast Asia’s topcargo airport. Singapore was ranked second globally in the World Bank’s 2010 LogisticsPerformance Index and has been ranked number one in Asia for the past four consecutive yearsfor ease of doing business1;

• demand for logistics properties in Singapore is expected to continue to benefit from deliberate andproactive government policies and initiatives to position Singapore as a world-class logistics andsupply chain management centre. Such initiatives include the Approved Shipping and LogisticsScheme, the Approved International Shipping Enterprise Scheme, Changi Airport Growth Initiativeand the Zero GST Warehouse Scheme among others targeted at stimulating the logistics industry;

• 21 of the top 25 global logistics providers have a significant presence in Singapore. Despite thechallenging economic climate in 2009, key logistics and distribution companies such as Agility,TNT, Panalpina and Zuellig Pharma have either relocated their Asia-Pacific headquarters toSingapore, expanded or upgraded their facilities in Singapore; and

• growth of specialised logistics needs in Singapore, including biomedical, chemical andcommodities logistics needs, which enhances demand for logistics properties.

1 See Appendix F, “Independent Logistics Property Market Research Report”. World Bank has not provided its consent, forthe purposes of Section 249 (read with Section 302) of the SFA, to the inclusion of the information extracted from therelevant report issued by it, and is thereby not liable for such information under Sections 253 and 254 (read with Section302) of the SFA. While the Manager has taken reasonable action to ensure that the information has been reproduced in itsproper form and context, and that it has been extracted from the Independent Logistics Property Market Research Reportaccurately and fairly, neither the Manager nor any other party has conducted an independent review of, nor verified theaccuracy of, such information.

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The Manager also believes that CLT will benefit from the favourable supply dynamics in the logisticsproperty sector, driven by the following:

• from 2007 to 2011, the market supply of logistics properties (measured in terms of area) inSingapore is expected to increase at a CAGR of 3.3%. The anticipated demand for logisticsproperties (measured in terms of contract value) is driven by the expected growth at a CAGR of16.0% and 8.6% respectively for contract logistics and freight forwarding market volumes from2007 to 2011;

• the average annual potential supply of warehouse space from 2010 to 2013 of 1,031,740 sq ft isless than the historical annual average in the past decade of 1,732,251 sq ft;

• ramp-up warehouse space in Singapore is limited, constituting only an estimated 15.1 million sqft, or 20.3% of total warehouse stock. High barriers to entry exist for the development of newefficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of onehectare and the specialised planning and design specifications required for such properties; and

• a significant portion of potential warehouse supply up to 2013 (inclusive) is expected to beowner-occupied, which limits future supply for occupancy by third parties and is thereforeexpected to further support rent and capital values for warehouse properties available for thirdparty occupancy.

(See Appendix F, “Independent Logistics Property Market Research Report” for further details.)

High quality logistics property portfolio with strong market share of ramp-up warehouses inSingapore

The Manager believes that the Initial Portfolio offers Unitholders an exposure to a unique portfolio ofproperties with the following key competitive advantages:

• 97.3%1 of the Initial Portfolio by GFA comprises modern ramp-up warehouses. Ramp-upwarehouses have the following competitive operational and cost advantages in attracting userscompared to conventional “cargo-lift” warehouses:

— direct vehicular access to all warehouse units;

— lower operating and maintenance expenses; and

— efficiency advantages in the movement of cargo.

In addition, ramp-up warehouses are more resilient as their rents are likely to recover faster thanconventional multiple-user cargo-lift warehouse space when the economy improves andconversely would be less severely impacted during an economic downturn;

• the Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore;

• CWT Commodity Hub is the largest warehouse in Singapore and one of the largest in SoutheastAsia with close to 2.3 million sq ft of GFA, which allows end-users2 to consolidate their warehousespace within a single facility;

1 This includes CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, C&P Changi Districentre and Hi-Speed LogisticsCentre.

2 “End-users” refer to the entities that directly utilise the space at the Properties, which includes customers of the MasterLessees contracted through Service Agreements (as defined herein), end-customers of the Master Lessees’ customerswhich are logistics service providers (together, the “Service End-Users”) and the anchor tenants of the Properties (the“Sub-Tenants End-Users”).

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• CWT Cold Hub is the first and only ramp-up cold storage warehouse and one of the largest andnewest cold storage facilities in Singapore. CWT Cold Hub is expected to benefit from theincreased market demand for the convenience of packaged and frozen food;

• Schenker Megahub and Hi-Speed Logistics Centre are two of the only 11 properties located in theAirport Logistics Park of Singapore (“ALPS”), the only logistics park in Singapore with free tradezone (“FTZ”) status. ALPS is adjacent to Changi Airport, and offers savings on duties andefficiency in customs clearance to logistics service providers and end-users located within theFTZ. In addition, Schenker Megahub is the largest freight and logistics property in ALPS sited ona land area in excess of two hectares;

• C&P Changi Districentre is one of only two ramp-up warehouses within Changi InternationalLogisPark (South), an area which is one of the most established logistics clusters in Singaporeand where no additional potential supply is expected because all of the available land plots in thearea have been fully allocated;

• the Properties are strategically located in established logistics clusters, near air and seatransportation ports, such as, Changi Airport, PSA Terminals and Jurong Port;

• the Properties are modern with a weighted average age (by GFA) of 2.12 years, which translatesinto lower capital and maintenance expenditure in the near term; and

• the Properties are located in Singapore, which is a premier logistics hub with strong air and seaconnectivity globally.

The Manager believes that the Initial Portfolio will attract strong demand due to the strategic locationas well as the quality specifications which result in high efficiency and versatility for end-users. (See“Business and Properties” on page 72 and Appendix F, “Independent Logistics Property MarketResearch Report” for further details.)

Strong and diverse demand for the Properties by underlying end-users

The Manager believes that the Properties enjoy strong demand from a diverse spectrum of end-users.The Properties are 94.1%1 occupied by and contracted to end-users. The Properties have a diversespread of 26 end-users comprising domestic and international companies with 91.4% of the OccupiedGFA (being the total GFA of the Properties which is occupied by and contracted to end-users) taken upby multinational corporations and government agencies (as opposed to small and medium enterprises).The largest end-user accounts for 16.1% of the Occupied GFA. The top five end-users together accountfor 56.5% of the Occupied GFA, demonstrating diversity in the end-users.

The end-users are also diversified by trade sector and some of these end-users also operate in morethan one trade sector. 53.0% of the Occupied GFA is taken up by end-users in the industrial andconsumer goods sectors and 23.0% of the Occupied GFA is taken up by end-users in the commoditiesand chemical sectors.

The Service Agreements and sub-lease agreements entered into by the Service End-Users orSub-Tenants End-Users and the respective Master Lessees have a balanced expiry profile, with 53.6%of Occupied GFA under these agreements expiring after 2012.

1 This does not include the parts of CWT Commodity Hub which received the temporary occupation permits (“TOP”) on28 September 2009 and 19 October 2009. As it typically takes up to six months for the occupancy of a newly completedproperty to stabilise, the Manager is therefore of the view that it would not be representative to include such parts whencomputing the occupancy rate for CWT Commodity Hub as at 31 December 2009 when the occupancy at such parts of theCWT Commodity Hub was not yet stabilised.

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In addition, 71.6% of the Occupied GFA is occupied by end-users that have committed capitalexpenditure on the fit-out of their space, thus increasing the incentive for such end-users to continueto occupy the Properties. This is illustrated by the high renewal rates of 95.0% per annum for the pastthree years achieved by the Master Lessees at the Properties.

79.1% of the Occupied GFA is occupied by direct counterparties of the Master Lessees being 3PLs andthird party end-users. The remaining 20.9% of the Occupied GFA is contracted from the MasterLessees by CWT related entities, which has in turn been fully contracted for use by third partyend-users.

(See “Business and Properties” on page 72 for further details on the end-users.)

Stable distributions

Assuming that the Listing Date is 1 January 2010, the Manager has forecast in respect of the ForecastYear 2010 (as defined herein), based on the Offering Price of S$0.88 per Unit, DPU of approximately7.65 cents, which is equivalent to a distribution yield of 8.70%.

The Manager has also forecast distribution yield to be 8.82% for the Projection Year 2011 (as definedherein), based on the Offering Price of S$0.88 per Unit.

CLT’s distribution policy is to distribute 100.0% of its Taxable Income (as defined herein) andtax-exempt income, if any, for the period from the Listing Date to 31 December 2011 and thereafter todistribute at least 90.0% of its Taxable Income and tax-exempt income, if any, (after deduction ofapplicable expenses). The actual level of distribution will be determined at the Manager’s discretion.Assuming that the Taxable Income and tax-exempt income for the financial year ending 2012 is thesame as the Taxable Income and tax-exempt income for the Projection Year 2011, if CLT distributesonly 90.0% of the Taxable Income and tax-exempt income for the financial year ending 2012, theamount of distributions to Unitholders for the financial year ending 2012 will be less than the amountdistributed for the Projection Year 2011.

The actual proportion of Taxable Income and tax-exempt income distributed to Unitholders beyond31 December 2011 may be greater than 90.0% to the extent that the Manager believes it to beappropriate, having regard to CLT’s funding requirements, other capital management considerationsand the overall stability of distributions.

CLT will make distributions to Unitholders on a quarterly basis, with the amount calculated as at31 March, 30 June, 30 September and 31 December in each year for the three-month period endingon each of those dates. However, CLT’s first distribution after the Listing Date will be for the period fromthe Listing Date to 30 September 2010 and will be paid by the Manager on or before 29 November2010. Subsequent distributions will be made on a quarterly basis. Under the Trust Deed, the Manageris required to pay distributions no later than 60 days after the end of each distribution period.

Such yields will vary accordingly for investors who purchase Units in the secondary market at a marketprice different from the Offering Price. The profit forecast and profit projection from which thisinformation is extracted are based on the various assumptions set out in the section titled “ProfitForecast and Profit Projection” on page 57. There can be no assurance that the profit forecast and profitprojection will be met and the actual yields per Unit may be materially different from the forecast andprojected amounts. (See “Risk Factors — Risks Relating to an Investment in the Units — The actualperformance of CLT and the Properties could differ materially from the forward-looking statements inthis Prospectus” on page 45 for further details.)

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Long term triple net leases1 with the Sponsor and C&P

The Initial Portfolio will be leased to (i) the Sponsor, (ii) C&P, which holds 35.9% of the issued sharecapital of the Sponsor as at 15 March 2010, being the latest practicable date prior to the lodgment ofthis Prospectus with the MAS (the “Latest Practicable Date”) and (iii) certain subsidiaries of C&P(collectively, the “Master Lessees”) pursuant to the master lease agreements (the “Master LeaseAgreements”).

The Master Lease Agreements (together with the CWT Commodity Hub Individual Lease Agreements(as defined herein)) provide for long lease durations ranging from 5.0 to 10.0 years2 and a weightedaverage lease expiry (“WALE”) of 6.4 years3, with locked-in annual rental escalations4 and a triple netlease structure for the first five years of the initial contracted lease term. The triple net lease structureof the Master Leases (as defined herein) means that ongoing property expenses are borne by theMaster Lessees and not CLT. In addition, the Manager expects minimal capital expenditure for theForecast Year 2010 and the Projection Year 2011, given that the Properties are relatively new and anydefects which have been identified in the building audits are expected to be rectified by the relevantvendors of the Properties (the “Vendors”) prior to the Listing Date. The Manager believes thatUnitholders will benefit from the predictable growth in CLT’s cash flows arising from the Master LeaseAgreements. In addition, the Master Lease Agreements are secured by a 12-month rental deposit in theform of cash or bankers’ guarantees.

The Independent Valuers (as defined herein) have reviewed the terms of the Master Lease Agreementsand are of the opinion that the contracted rent under the Master Lease Agreements is within the marketacceptable range. The table below sets out the contracted rent, the implied gross rent (based on thetriple net cost) and the market acceptable gross rent based on the Independent Valuers’ valuationreports.

1 “Triple net lease” refers to a lease whereby the lessee pays for rent and the following property-related expenses: (i) landrent, (ii) property tax and (iii) insurance, day-to-day maintenance including cleaning, security, utilities, servicing of lifts andother mechanical and electrical (“M&E”) items. The landlord pays for any structural repairs and replacement of structuralparts of the buildings in the property and replacement of M&E items. As a comparison, a “double net lease” generally refersto a lease whereby the lessee pays for rent and (i) land rent or property tax and (ii) insurance and day-to-day maintenance.A “single net lease” generally refers to a lease whereby the lessee pays for rent and day-to-day maintenance.

2 This lease term includes the three separate lease agreements which will be entered into in respect of specific premises inCWT Commodity Hub, in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiryof its initial five-year term. The terms of the three separate lease agreements, which will commence at the expiration of theinitial Master Lease term, will range from one to five years (the “CWT Commodity Hub Individual Lease Agreements”).This does not preclude CLT from agreeing and signing extensions of either the Master Lease or individual leases as the casemay be beyond the expiry date of the initial lease terms.

3 Weighted by GFA, assuming a commencement date of 1 January 2010.

4 See “Business and Properties — Certain Information on the Properties — Master Lease Agreements — Rental Escalationand Pricing Determinants” on page 82 for further details.

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Property (S$ per sq ft per month)

Actual TripleNet Rent

Triple NetCost(1)

ImpliedGross Rent(2)

Market AcceptableMonthly

Gross Rent(3)

CWT Commodity Hub S$1.05 S$0.16 S$1.21 S$1.10 to S$1.40

CWT Cold Hub S$2.40 S$0.23 S$2.63 S$2.30 to S$2.65

Schenker Megahub S$1.40 S$0.25 S$1.65 S$1.60 to S$1.94

C&P Changi Districentre S$1.40 S$0.24 S$1.64 S$1.60 to S$1.94

Hi-Speed Logistics Centre S$1.40 S$0.26 S$1.66 S$1.60 to S$1.94

C&P Changi Districentre 2 S$1.20 S$0.23 S$1.43 S$1.20 to S$1.50

Notes:

(1) The triple net cost comprises (i) land rent, (ii) property tax and (iii) insurance and maintenance expenses. Such costs for2009 are estimated based on actual costs incurred and estimates based on the previous year’s expenses.

(2) The implied gross rent takes into account the triple net cost.

(3) Range of market acceptable monthly gross rent based on the lower and upper limits of the gross monthly rent at comparableproperties for each Property as provided by CB Richard Ellis (Pte) Ltd (“CBRE”) and Knight Frank Pte Ltd (“Knight Frank”)(collectively, the “Independent Valuers”).

Sponsorship and logistics property expertise of CWT, one of Southeast Asia’s largest listedlogistics operators

CWT is one of the largest listed logistics operators based in Southeast Asia (by market capitalisation(S$590.3 million as at the Latest Practicable Date) and revenue (S$623.9 million for the financial yearended 31 December 2009)) and has operations globally. The Manager believes that CLT will benefitfrom the market leadership of the Sponsor and C&P in their respective fields.

The Manager believes that CLT stands to benefit from the sponsorship and logistics property expertiseof CWT, including its ability to identify, develop and acquire logistics properties.

Leverage on CWT to provide logistics solutions

Since its establishment in 1970, CWT has accumulated an in-depth knowledge of logistics users’demands and requirements through its track record of developing and managing logistics propertiesspanning over 8.5 million sq ft globally, of which 6.5 million sq ft is located in Singapore1. CWT has 75offices across 14 countries and has direct calling to 120 ports and 1,200 destinations. (See “TheSponsor and ARA — The Sponsor” on page 119 for further details on the Sponsor.)

CWT has established networks and relationships in Singapore and internationally, including closerelationships with major global logistics service providers. Where end-users require logistics services,CLT is well positioned to partner with CWT (or with other logistics service providers via CWT) to offerreal estate solutions and logistics services respectively, so as to provide complete solutions forend-users’ needs.

Leverage on CWT for development expertise

In respect of potential development activities to further deliver incremental returns to Unitholders, theManager believes that it will benefit from CWT’s expertise in the planning, design and construction oflogistics properties to mitigate construction and leasing risks.

1 This is inclusive of CWT Commodity Hub and CWT Cold Hub as at 31 December 2009.

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Leverage on CWT and C&P for acquisition opportunities

The Manager believes that CLT will be able to leverage on CWT’s networks and relationships to identifypotential acquisitions of logistics properties in Asia-Pacific, including those of logistics properties ownedby these major global logistics service providers.

In addition, each of the Sponsor and C&P has granted a right of first refusal to CLT (the “CWT ROFR”and the “C&P ROFR”, respectively), subject to certain conditions, which provides CLT with access tofuture acquisition opportunities of income-producing properties located in Singapore, Malaysia,Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan, Korea,Australia and New Zealand. As at 31 December 2009, there are 11 properties (totalling 2.2 million sqft of GFA) currently owned by the Sponsor in Singapore and China which are subject to the CWTROFR1, and two income-producing properties (totalling over 723,651 sq ft of GFA) currently owned byC&P in Singapore which are subject to the C&P ROFR. (See “Strategy — Acquisition Growth Strategy”on page 65 and “Certain Agreements Relating to Cache Logistics Trust and the Properties — Right ofFirst Refusal” on page 132 for further details.)

Benefits from ARA’s management expertise as an experienced and leading REIT manager

ARA is an Asian real estate fund management group listed on the SGX-ST with a market capitalisationof S$663.5 million as at the Latest Practicable Date. Established in July 2002 by ARA’s Group CEO, LimHwee Chiang John, and Cheung Kong (Holdings) Limited, ARA’s real estate assets under managementhave grown substantially from S$0.6 billion as at 31 December 2003 to S$13.5 billion as at 31December 2009.

As at the Latest Practicable Date, ARA is one of the largest REIT managers in Asia (excluding Japan)in terms of real estate assets under management. It has an established track record of managingpublicly-listed REITs in Singapore, Hong Kong and Malaysia with a diversified portfolio spanning theoffice, retail and industrial/office sectors.

(See “The Sponsor and ARA — ARA” on page 120 for further details on ARA.)

The Manager believes it is able to create synergies through leveraging on the logistics propertyexpertise of CWT and the REIT management and capital markets expertise of ARA for the benefit ofUnitholders.

Experienced and professional management team

The Manager believes that Unitholders will benefit from the experience of key staff members of theManager and the Property Manager in fund, asset, development and property management in theSingapore logistics property markets.

(See “The Manager and Corporate Governance — The Manager of CLT — Executive Officers of theManager — Expertise and experience of Executive Officers” on page 100 for details of the expertiseand experience of the professional management team of the Manager.)

Capital structure that provides stability and future financing flexibility

CLT has in place committed four-year secured transferable loan facilities of up to S$225.3 million(“Facilities”), comprising a term loan facility of up to S$200.3 million (“TLF”) and a S$25.0 million

1 This number includes properties which are currently under construction but will when completed and operational be incomeproducing and subject to the CWT ROFR.

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revolving credit facility (“RCF”), from Macquarie (Asia) Pte. Ltd., Standard Chartered Bank and DBS.Interest on each of the TLF and RCF is based on the relevant Singapore dollar swap offer rate plus amargin of 2.3% per annum.

S$191.0 million of the Facilities is expected to be drawn down by CLT on the Listing Date, resulting inan Aggregate Leverage1 of 25.9%.

The Manager believes that CLT’s conservative capital structure provides a buffer against potentialvolatility in the debt financing markets, while positioning CLT to effectively execute future acquisitionsat attractive terms.

Tax benefits

The Inland Revenue Authority of Singapore (“IRAS”) has issued a tax ruling on the taxation of CLT andits Unitholders (the “Tax Ruling”). Subject to meeting the terms and conditions of the Tax Ruling, thekey tax implications on the distributions made out of the Taxable Income of CLT and received by certainclasses of Unitholders are summarised as follows:

• Qualifying Unitholders (as defined herein) and Individuals — Taxable Income will not be taxed atCLT’s level and Qualifying Unitholders and Individuals will receive distributions free of anySingapore income tax deducted at source; and

• Qualifying Foreign Non-individual Unitholders (as defined herein) — Taxable Income will not betaxed at CLT’s level. However, Qualifying Foreign Non-individual Unitholders will receivedistributions out of Taxable Income (made up to 31 March 20152) after tax deducted at source atthe reduced rate of 10.0%.

(See “Taxation” on page 149 and Appendix D — Independent Taxation Report for further details.)

CERTAIN INFORMATION ON THE INITIAL PORTFOLIO

The table below sets out certain information on the Properties.

Property(Location)

PropertyType

GFA(sq ft)

JTCLeasehold

TenureMasterLessee

ContractedLeaseTerm

PurchasePrice(1)

AverageIndependentValuation(2)

CWTCommodityHub

(24 PenjuruRoad)

Ramp-uplogisticsfacility

2,295,994(3) 29 yearswith effect

from 19August2006

CWT 5.0 to 10.0years(4)

S$323.0million

S$325.5million

CWT Cold Hub

(2 Fishery PortRoad)

Ramp-upcold

storagelogisticsfacility

341,944(5) 30 yearswith effect

from 20December2005 + 30

years

CWT 5.0 years S$122.0million

S$129.6million

SchenkerMegahub

(51 ALPSAvenue)


439,956 30 yearswith effect

from 1 June2005 + 30

years

C&P LandPte. Ltd.

Over 6years,

expiring on31 August

2016

S$99.0million

S$101.0million

1 “Aggregate Leverage” is defined as the ratio of the value of borrowings and deferred payments (if any) to the value ofdeposited property of CLT (the “Deposited Property”).

2 Announced in Singapore Budget 2010, but not yet promulgated into law.

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Property(Location)

PropertyType

GFA(sq ft)

JTCLeasehold

TenureMasterLessee

ContractedLeaseTerm

PurchasePrice(1)

AverageIndependentValuation(2)

C&P ChangiDistricentre

(5 ChangiSouth Lane)



from 16August

2005 + 30years

C&PDistribution

Pte. Ltd.

5.0 years S$82.0million

S$83.3million

Hi-SpeedLogisticsCentre

(40 ALPSAvenue)



from 16August

2005 + 30years

C&PDistribution

Pte. Ltd.

Over 6years,

expiring on15 October

2016

S$69.5million

S$70.8million

C&P ChangiDistricentre 2

(3 ChangiSouth Street 3)

Cargo liftlogisticsfacility


from 16February

1996 + 30years

C&P 5.0 years S$17.7million

S$19.8million

Total/WeightedAverage

3,856,743 6.4 years(6) S$713.2million

S$729.9million

Notes:

(1) The purchase price of two of the Properties will be paid partly in cash and partly in Consideration Units. The Sponsor willreceive 77,381,000 Consideration Units (the “Sponsor Units”) as part of the purchase price of CWT Cold Hub, and C&Pwill receive 11,905,000 Consideration Units (the “C&P Units”) as part of the purchase price of C&P Changi Districentre 2,with the balance purchase price of these two Properties to be satisfied in cash. The purchase price for CWT CommodityHub, Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics Centre will be satisfied entirely in cash. TheConsideration Units will account for 11.0% of the total purchase consideration for the Properties.

(2) Average Independent Valuation refers to the average of the two valuations conducted by CBRE and Knight Frank. In arrivingat the market value of each Property, CBRE and Knight Frank have adopted the capitalisation approach/investment methodand the discounted cash flow method (see “Business and Properties — Certain Information on the Properties — Valuationand Purchase Price” on page 78 and Appendix E, “Independent Property Valuation Summary Reports” for further details).

(3) Does not include container yard area of 103,793 sq ft which forms part of CWT Commodity Hub that will be acquired by CLT.

(4) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub IndividualLease Agreements which will be entered into in connection with CWT Commodity Hub in the event that the Master LeaseAgreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the CWTCommodity Hub Individual Lease Agreements, which will commence at the expiration of the initial Master Lease term, willrange from one to five years. CLT may agree and sign extensions of either the Master Lease or individual leases, as thecase may be, beyond the expiry date of the initial lease terms.

(5) The GFA comprises cold room space of 158,882 sq ft, ambient warehouse space of 117,664 sq ft and ancillary office andservice areas of 65,398 sq ft.

(6) Weighted based on total GFA for the Properties, assuming a commencement date of 1 January 2010.

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CERTAIN INFORMATION ON THE MASTER LESSEES

CWT

The Master Lessee of CWT Commodity Hub and CWT Cold Hub is CWT. Selected financial informationextracted from the unaudited accounts of CWT as at and for the year ended 31 December 2009 asannounced by CWT on 25 February 2010 is as follows:

As at 31 December 2009(1) S$’000

Net debt 88,311

Shareholders’ equity 309,504

Financial year ended 31 December 2009

Revenue 623,929

Earnings before interest, tax, depreciation and amortisation 58,806(2)

Net finance cost 2,600(3)

Net profit after tax 36,909

Notes:

(1) CWT’s audited accounts for the year ended 31 December 2009 is not available as at the Latest Practicable Date.

(2) After subtracting amortisation of deferred gain of S$10,194,000.

(3) Denotes interest cost less interest income, excluding any accounting adjustments to financial items.

C&P and its relevant subsidiaries

The Master Lessee of Schenker Megahub is C&P Land Pte. Ltd. The Master Lessee of C&P ChangiDistricentre and Hi-Speed Logistics Centre is C&P Distribution Pte. Ltd. The Master Lessee of C&PChangi Districentre 2 is C&P. C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. are subsidiaries ofC&P, and C&P has provided corporate guarantees to the Trustee in connection with the leaseobligations of C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. during the term of the Master Leasesin respect of Schenker Megahub, C&P Changi Districentre and Hi-Speed Logistics Centre (the“Corporate Guarantees”). C&P is one of the largest home grown privately-owned logistics companiesin Singapore, offering a continuum of logistics solutions, which includes warehousing, transportationand sea and air forwarding services. C&P is also involved in other businesses such as car rental andevent management, marine services and oil & gas project logistics services. Selected financialinformation extracted from the audited accounts of C&P as at and for the year ended 31 December2008 is as follows:

As at 31 December 2008(1) S$’000

Net debt 44,164

Shareholders’ equity 305,547

Financial year ended 31 December 2008(1)

Revenue 684,807

Earnings before interest, tax, depreciation and amortisation 127,213(2)

Net finance cost 2,962(3)

Net profit after tax 124,828

Notes:

(1) C&P’s results include consolidation of C&P’s interest in CWT. C&P’s audited accounts for the year ended 31 December 2009is not available as at the Latest Practicable Date.

(2) After subtracting amortisation of deferred gain of S$35,230,000.

(3) Denotes interest cost less interest income, excluding any accounting adjustments to financial items.

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DEEMED APPROVAL

Unitholders should note that the entry into and the fees, charges and rents payable by CLT pursuantto the Exempted Agreements (as defined herein) are deemed to have been specifically approved by theUnitholders upon subscription for the Units and are therefore not subject to Rules 905 and 906 of theListing Manual of the SGX-ST (the “Listing Manual”) to the extent that there is no subsequent changeto the rates and/or bases of the fees charged thereunder which will adversely affect CLT. (See “TheManager and Corporate Governance — Related Party Transactions — Exempted Agreements” onpage 116 for further details.)

By subscribing for the Units under the Offering, investors are also deemed to have (i) approved theissuance of all Units comprised in the Offering, the Consideration Units, the ARA Units and theCornerstone Units and (ii) given the Manager a Unit issue mandate and an issue price mandate on theterms and for the duration set out in the section entitled “The Formation and Structure of CacheLogistics Trust — Unit Issue Mandate and Issue Price Mandate” on page 123.

CERTAIN FEES AND CHARGES

The following is a summary of the amounts of certain fees and charges payable by the Unitholders inconnection with the subscription for or trading of the Units (so long as the Units are listed):

Payable by theUnitholders directly Amount payable

(a) Subscription fee or preliminarycharge

N.A.(1)

(b) Realisation fee N.A.(1)

(c) Switching fee N.A.(1)

(d) Any other fee Prevailing brokerage commissions (if applicable) andclearing fee for trading of Units on the SGX-ST at the rateof 0.04% of the transaction value, subject to a maximumof S$600.00 per transaction and Goods and Services Tax(“GST”) chargeable thereon. Investors in the PlacementTranche may be required to pay brokerage of up to 1.0%of the Offering Price.

Note:

(1) As the Units will be listed and traded on the SGX-ST, and Unitholders will have no right to request the Manager to redeemtheir Units while the Units are listed, no subscription fee, preliminary charge, realisation fee or switching fee is payable inrespect of the Units.

The following is a summary of certain fees and charges payable by CLT in connection with theestablishment and on-going management and operation of CLT:

Payable by CLT Amount payable

(a) Management fee (payable to theManager or its nominee)

Base Fee

0.5% per annum of the value of the Consolidated Assets(as defined herein).

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Performance Fee

1.5% per annum of CLT’s Net Property Income (asdefined herein) in the relevant financial year.

The Manager may elect to receive the Base Fee andPerformance Fee in cash or Units or a combination ofcash and Units (as it may in its sole discretiondetermine).

For the Forecast Year 2010 and the Projection Year 2011,the Manager has elected to receive 75.0% of the BaseFee and 75.0% of the Performance Fee in the form ofUnits, except that where the issue price (which is equal tothe Market Price (as defined in the Trust Deed)) of eachUnit is at a discount of at least 20.0% to the NAV per Unit,the Manager has, for the Forecast Year 2010 and theProjection Year 2011, committed to receive the Base Feeand the Performance Fee wholly in cash.

(b) Trustee’s fee The Trustee’s fee is currently 0.03% per annum of thevalue of the Deposited Property, subject to a minimum ofS$15,000 per month (maximum of 0.25% per annum ofthe value of the Deposited Property), excluding out-of-pocket expenses and GST. The actual fee payable will bedetermined between the Manager and the Trustee fromtime to time. The Trustee will also be paid a one-timeinception fee of S$50,000.

(c) Any other substantial fee orcharge (i.e. 0.1% or more ofCLT’s asset value)

(i) Acquisition fee (payable tothe Manager or itsnominee)

1.0% of each of the following as is applicable (subject tothere being no double-counting):

• in relation to an acquisition (whether directly orindirectly through one or more special purposevehicles (“SPV”) of CLT) of any real estate, theacquisition price of any real estate purchased byCLT, plus any other payments1 in addition to theacquisition price made by CLT or its SPVs to thevendor in connection with the purchase of the realestate (pro rated if applicable to the proportion ofCLT’s interest);

1 “Other payments” refer to additional payments to the vendor of the asset, for example, where the vendor has already madecertain payments for enhancements to the asset, and the value of the asset enhancements is not reflected in the acquisitionprice as the asset enhancements are not completed, but “other payments” do not include stamp duty or other payments tothird party agents and brokers.

14


• in relation to an acquisition (whether directly orindirectly through one or more SPVs of CLT) of anySPVs or holding entities which holds real estate, theunderlying value of any real estate which is takeninto account when computing the acquisition pricepayable for the acquisition from the vendor of theequity interests of any vehicle holding directly orindirectly the real estate purchased by CLT, plusany additional payments made by CLT or its SPVsto the vendor in connection with the purchase ofsuch equity interests) (pro rated if applicable to theproportion of CLT’s interest); or

• the acquisition price of any investment by CLT,whether directly or indirectly through one or moreSPVs, in any debt securities of any propertycorporation or other SPV owning or acquiring realestate.

For the purpose of this acquisition fee, equity interestsinclude all classes and types of equity securities relatingto real estate which shall, for the avoidance of doubt,exclude any investment in debt securities of any propertycorporation or other SPV owning or acquiring real estate.

The acquisition fee is payable to the Manager in the formof cash and/or Units (as the Manager may elect). Underthe Property Funds Appendix, in respect of anyacquisition of real estate assets from interested parties,such a fee should be in the form of Units issued by CLTat prevailing market price(s). Such Units should not besold within one year from the date of their issuance.

No acquisition fee is payable for the acquisition of theProperties.

Any payment to third party agents or brokers inconnection with the acquisition of any assets of CLT shallbe paid by the Manager to such persons out of theDeposited Property of CLT or the assets of the relevantSPV, and not out of the acquisition fee received or to bereceived by the Manager.

15


(ii) Divestment fee (payable tothe Manager or itsnominee)

0.5% of each of the following as is applicable (subject tothere being no double-counting):

• the sale price of any real estate sold or divested,whether directly or indirectly through one or moreSPVs, by CLT (plus any other payments1 in additionto the sale price received by CLT or its SPVs fromthe purchaser in connection with the sale ordivestment of the real estate) (pro rated ifapplicable to the proportion of CLT’s interest);

• the underlying value of any real estate-relatedassets which is taken into account when computingthe sale price for such real estate-related assets,sold or divested, whether directly or indirectlythrough one or more SPVs, by CLT (pro rated ifapplicable to the proportion of CLT’s interest); or

• the sale price of any investment by CLT, whetherdirectly or indirectly through one or more SPVs, inany debt securities of any property corporation orother SPVs owning or acquiring real estate.

For the purpose of this divestment fee, equity interestsinclude all classes and types of equity securities relatingto real estate which shall, for the avoidance of doubt,exclude any investment in debt securities of any propertycorporation or other SPV owning or acquiring real estate.

The divestment fee is payable to the Manager in the formof cash and/or Units (as the Manager may elect). Underthe Property Funds Appendix, in respect of any sale ordivestment of real estate assets to interested parties,such a fee should be in the form of Units issued by CLTat prevailing market price(s). Such Units should not besold within one year from date of their issuance.

Any payment to third party agents or brokers inconnection with the disposal of any assets of CLT shallbe paid by the Manager to such persons out of theDeposited Property of CLT or the assets of the relevantSPV, and not out of the divestment fee received or to bereceived by the Manager.

(iii) Property management fee(payable to the PropertyManager)

The Property Manager is entitled to the following fees oneach property of CLT located in Singapore under itsmanagement:

• a property management fee of 2.0% per annum ofGross Revenue (as defined herein) of eachproperty; and

1 “Other payments” refer to additional payments to CLT or its SPVs for the sale of the asset, for example, where CLT or itsSPVs have already made certain payments for enhancements to the asset, and the value of the asset enhancements is notreflected in the sale price as the asset enhancements are not completed, but “other payments” do not include stamp dutyor other payments to third party agents and brokers.

16


• a lease management fee of 1.0% per annum ofGross Revenue of each property.

No lease management fee is payable in relation to theInitial Portfolio for the first three years of the initialcontracted lease.

The property management fee and the leasemanagement fee are payable to the Property Manager inthe form of cash.

(iv) Project management fee(payable to the PropertyManager)

In relation to development and redevelopment of aproperty located in Singapore (if not prohibited by theProperty Funds Appendix or if otherwise permitted by theMAS), the refurbishment, retrofitting and renovationworks on such a property:

• where the construction costs are S$2.0 million orless, a fee of 3.0% of the construction costs;

• where the construction costs exceed S$2.0 millionbut do not exceed S$20.0 million, a fee of 2.0% ofthe construction costs or S$60,000, whichever isthe higher;

• where the construction costs exceed S$20.0 millionbut do not exceed S$50.0 million, a fee of 1.5% ofthe construction costs or S$400,000, whichever isthe higher; and

• where the construction costs exceed S$50.0million, a fee to be mutually agreed by the Manager,the Trustee and the Property Manager,

(collectively, the “Project Management Fee Schedule”).

The project management fee is payable to the PropertyManager in the form of cash.

In addition to its fees, the Property Manager will be fullyreimbursed for certain costs. (See “Certain AgreementsRelating to Cache Logistics Trust and the Properties —Property Management Agreement — Fees —Reimbursable Amounts” on page 145.)

Apart from the outstanding fees payable as set out above, there are no fees payable to ARA-CWT TrustManagement (Cache) Limited in the event that ARA-CWT Trust Management (Cache) Limited isremoved as manager of CLT.

17

THE OFFERING

CLT Cache Logistics Trust or CLT, a REIT established inSingapore and constituted by the Trust Deed.

The Manager ARA-CWT Trust Management (Cache) Limited

The Sponsor CWT

The Trustee HSBC Institutional Trust Services (Singapore) Limited

The Offering 474,108,000 Units offered under the Placement Tranche andthe Public Offer.

The Placement Tranche 433,108,000 Units offered by way of an internationalplacement to investors, including institutional and otherinvestors in Singapore other than the Cornerstone Investors,pursuant to the Offering.

The Units have not been and will not be registered under theSecurities Act and, accordingly, may not be offered or soldwithin the United States or to, except in certain transactionsexempt from the registration requirements of the SecuritiesAct. The Units are being offered and sold in offshoretransactions as defined in and in reliance on Regulation S.

The Public Offer (includingReserved Units)

The Public Offer Units offered by way of a public offer inSingapore including the Reserved Units.

41,000,000 Units will be offered under the Public Offer.

Clawback and Re-allocation The Units may be re-allocated between the PlacementTranche and the Public Offer at the discretion of the JointGlobal Coordinators (in consultation with the Manager), in theevent of an excess of applications in one and a deficit in theother.

Reserved Units 14,000,000 Units reserved for subscription by the directors,management, employees and business associates of theSponsor, ARA and their subsidiaries.

In the event that any of the Reserved Units are not subscribedfor, they will be made available to satisfy excess applications(if any) under the Public Offer and/or the Placement Tranche.

Consideration Units Separate from the Offering, C&P and CWT will receive anaggregate of 89,286,000 Consideration Units at the OfferingPrice on the Listing Date in part satisfaction of the purchaseprice for CWT Cold Hub and C&P Changi Districentre 2.

18

Subscription by ARA At the same time as, but separate from the Offering, ARA RealEstate Investors V Limited, an indirect wholly-ownedsubsidiary of ARA, has entered into a subscription agreementto subscribe for 11,905,000 Units at the Offering Price,conditional upon the Underwriting Agreement having beenentered into, and not having been terminated, pursuant to itsterms on or prior to Settlement Date.

Subscription by the CornerstoneInvestors

Concurrently with, but separate from the Offering, each of theCornerstone Investors has entered into a subscriptionagreement to subscribe for an aggregate of 56,901,000 Unitsat the Offering Price, conditional upon the UnderwritingAgreement having been entered into, and not having beenterminated, pursuant to its terms on or prior to SettlementDate.

(See “Ownership of the Units — Information on CornerstoneInvestors” on page 50.)

Offering Price S$0.88 per Unit.

Subscription for Units in thePublic Offer

Investors applying for Units by way of Application Forms orElectronic Applications (both as referred to in Appendix G,“Terms, Conditions and Procedures for Application for andAcceptance of the Units in Singapore”) in the Public Offer willpay the Offering Price on application, subject to a refund ofthe full amount or, as the case may be, the balance of theapplication monies (in each case, without interest or anyshare of revenue or other benefit arising therefrom) where:

(i) an application is rejected or accepted in part only; or

(ii) the Offering does not proceed for any reason.

For the purpose of illustration, an investor who applies for1,000 Units by way of an Application Form or an ElectronicApplication under the Public Offer will have to pay S$880,which is subject to a refund of the full amount or the balancethereof (without interest or any share of revenue or otherbenefit arising therefrom), as the case may be, upon theoccurrence of any of the foregoing events.

Investors who are members of the CPF in Singapore may usetheir CPF Ordinary Account savings to purchase Units.

The minimum initial subscription is for 1,000 Units. Anapplicant may subscribe for a larger number of Units inintegral multiples of 1,000.

19

Investors in Singapore must follow the application proceduresset out in Appendix G, “Terms, Conditions and Procedures forApplication for and Acceptance of the Units in Singapore”.Subscriptions under the Public Offer must be paid for inSingapore dollars. No fee is payable by applicants for theUnits, save for an administration fee for each applicationmade through automated teller machines and the internetbanking websites of the Participating Banks (as definedherein).

Lock-ups The Sponsor, C&P and the ultimate individual shareholders ofthe controlling shareholders of C&P (Loi Kai Meng (Pte.)Limited and Stanley Liao Private Limited), being Loi Pok Yen,Loi Kai Meng, Lim Lay Khia (also known as Lim Lay Choo),Loi Win Yen, Liao Chung Lik, Stanley K K Liao, Chuang YongHoon, Liao Chung Chi, Liao Chung Hui and Loi Yan Yi(collectively, the “C&P Ultimate Shareholders”), ARA andARA Real Estate Investors V Limited have each agreed to (i)a lock-up arrangement during the period commencing fromthe date of issuance of the Units until the date falling 180 daysafter the Listing Date (both dates inclusive) (the “FirstLock-up Period”) in respect of all its/his effective interest inthe Sponsor Units, the C&P Units and all of the ARA Units(ARA Units together with the Sponsor Units and the C&P Unit,the “Lock-up Units”), as the case may be, and (ii) a lock-uparrangement during the period commencing from the dayimmediately following the First Lock-up Period until the datefalling 360 days after the Listing Date (the “Second Lock-upPeriod”) in respect of its/his effective interest in 50.0% of therelevant Lock-up Units, subject to certain exceptions.

Certain of the C&P Ultimate Shareholders and theirassociates, namely, Loi Pok Yen, Loi Kai Meng, Lim Lay Khia(also known as Lim Lay Choo), Loi Win Yen, Loi Yan Yi, LiaoChung Lik, Stanley KK Liao, Sylvia Tong Siow Oon andMega-Air Pte Ltd (the “Relevant C&P Shareholders”) haveagreed to provide a lock-up undertaking during (i) the FirstLock-up Period in respect of all of the Units which he/she/itlegally owns or has a direct interest in as at the Listing Date(such Units shall with respect to each such person be referredto as the “Relevant C&P Shareholder Lock-up Units”) and(ii) the Second Lock-up Period in respect of 50.0% of theRelevant C&P Shareholder Lock-up Units.

The Manager has also undertaken not to offer, issue, contractto issue any Units, and make any announcements inconnection with any of the foregoing transactions, during theFirst Lock-Up Period, subject to certain exceptions.

(See “Plan of Distribution — Lock-up Arrangements” on page154.)

Capitalisation S$747.3 million (see “Capitalisation” on page 53).

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Use of Proceeds See “Use of Proceeds” on page 48 and “Certain AgreementsRelating to Cache Logistics Trust and the Properties” on page132.

Listing and Trading Prior to the Offering, there was no market for the Units.Application has been made to the SGX-ST for permission tolist on the Main Board of the SGX-ST:

• all the Units comprised in the Offering;

• all the Consideration Units;

• all the ARA Units;

• all the Cornerstone Units; and

• all the Units which may be issued to the Manager fromtime to time in full or part payment of the Manager’s fees(including Units issued to the Manager for theacquisition fees and divestment fees) (see “TheManager and Corporate Governance — Manager’sFees” on page 104).

Such permission will be granted when CLT is admitted to theOfficial List of the SGX-ST.

The Units will, upon their issue, be listed and quoted on theSGX-ST and will be traded in Singapore dollars under thebook-entry (scripless) settlement system of The CentralDepository (Pte) Limited (“CDP”). The Units will be traded inboard lot sizes of 1,000 Units.

No Redemption by Unitholders Unitholders have no right to request the Manager to redeemtheir Units while the Units are listed. Unitholders may onlydeal in their listed Units through trading on the SGX-ST.Listing of the Units on the SGX-ST does not guarantee a liquidmarket for the Units.

Distribution Policy Distributions from CLT to Unitholders will be computed basedon 100.0% of CLT’s Taxable Income and tax-exempt income,if any (after deduction of applicable expenses) for the periodfrom the Listing Date to 31 December 2011. Thereafter, CLTwill distribute at least 90.0% of its Taxable Income andtax-exempt income, if any, (after deduction of applicableexpenses) on a quarterly basis. The first distribution, whichwill be in respect of the period from the Listing Date to 30September 2010 and will be paid by the Manager on or before29 November 2010. (See “Distributions” on page 52.)

Tax Considerations CLT has obtained a Tax Ruling from the IRAS in relation to itsincome from the investment in properties in Singapore.

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The Tax Ruling grants tax transparency to CLT on its TaxableIncome that is distributed to Unitholders such that the Trusteeof CLT will not be taxed on such Taxable Income. This is onthe condition that at least 90.0% of such income is distributedin the year in which the income is derived. Instead, tax will beimposed on the distributions made out of such TaxableIncome to the Unitholders, by way of tax deduction at source.However, where the beneficial owners are individuals orQualifying Unitholders, the Trustee and the Manager willmake the distributions to such Unitholders without deductingany income tax at the time of distribution. In addition, wherethe beneficial owners are Qualifying Foreign Non-IndividualUnitholders, the Trustee and the Manager will deductSingapore income tax at the reduced rate of 10.0% fordistributions made till 31 March 20151.

Apart from its Taxable Income, CLT also has other incomewhich has Singapore income tax consequences for both theTrustee as well as the Unitholders. (See “Taxation” on page149.)

Termination of CLT CLT can be terminated by either an Extraordinary Resolution(as defined herein) at a Unitholders’ meeting duly convenedand held in accordance with the provisions of the Trust Deedor by the Manager or the Trustee under certain circumstancesspecified in the Trust Deed, for example, if CLT is delistedpermanently from the SGX-ST (See “The Formation andStructure of Cache Logistics Trust — Termination of CLT” onpage 130.)

Governing Law The Trust Deed is governed by Singapore law.

Commission Payable by CLT tothe Joint Global Coordinators andIssue Managers

Maximum of 4.0% (inclusive of a maximum of 0.5%discretionary incentive fee), of the total proceeds of theOffering and the proceeds raised from the issuance ofCornerstone Units. The discretionary incentive fee is payableat the Manager’s discretion. (See “Plan of Distribution —Issue Expenses” on page 157.)

Risk Factors Prospective investors should carefully consider certainrisks connected with an investment in the Units, asdiscussed under “Risk Factors”.


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INDICATIVE TIMETABLE

An indicative timetable for the Offering is set out below for the reference of applicants for the Units:

Date and time Event

2 April 2010, 9.00 a.m. : Opening date and time for the Offering.

8 April 2010, 12.00 p.m. : Closing date and time for the Offering.

9 April 2010 : Balloting of applications under the Offering, if necessary.Commence returning or refunding of application monies tounsuccessful or partially successful applicants and commencereturning or refunding of application monies to successful applicantsfor the amount paid in excess of the Offering Price, if necessary.

12 April 2010, at orbefore 2.00 p.m.

: Completion of the acquisition of the Properties.

12 April 2010, 2.00 p.m. : Commence trading on a “ready” basis.

15 April 2010 : Settlement date for all trades done on a “ready” basis on 12 April2010.

The above timetable is indicative only and is subject to change. It assumes:

• that the closing of the application list relating to the Public Offer (the “Application List”) is 8 April2010;

• that the Listing Date is 12 April 2010;

• compliance with the SGX-ST’s unitholding spread requirement; and

• that the Units will be issued and fully paid up prior to 2.00 p.m. on 12 April 2010.

All dates and times referred to above are Singapore dates and times.

Trading in the Units through the SGX-ST on a “ready” basis will commence at 2.00 p.m. on 12 April2010 (subject to the SGX-ST being satisfied that all conditions necessary for the commencement oftrading in the Units through the SGX-ST on a “ready” basis have been fulfilled). The completion of theacquisition of the Properties is expected to take place at or before 2.00 p.m. on 12 April 2010 (see“Certain Agreements Relating to Cache Logistics Trust and the Properties” on page 132).

If CLT is terminated by the Manager or the Trustee under the circumstances specified in the Trust Deedprior to, or the acquisition of the Properties is not completed by, 2.00 p.m. on 12 April 2010 (being thetime and date of commencement of trading in the Units through the SGX-ST), the Offering will notproceed and the application monies will be returned in full (without interest or any share of revenue orother benefit arising therefrom and at each applicant’s own risk and without any right or claim againstCLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or the Sponsor).

In the event of any early or extended closure of the Application List or the shortening or extension ofthe time period during which the Offering is open, the Manager will publicly announce the same:

• via SGXNET, with the announcement to be posted on the internet at the SGX-ST website:http://www.sgx.com; and

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• in one or more major Singapore newspapers, such as The Straits Times, The Business Times andLianhe Zaobao.

For the date on which trading on a “ready” basis will commence, investors should monitor SGXNET, themajor Singapore newspapers, or check with their brokers.

The Manager will provide details and results of the Public Offer through SGXNET and in one or moremajor Singapore newspapers, such as The Straits Times, The Business Times and Lianhe Zaobao.

The Manager reserves the right to reject or accept, in whole or in part, or to scale down or ballot anyapplication for Units, without assigning any reason, and no enquiry and/or correspondence on thedecision of the Manager will be entertained. In deciding the basis of allotment, due consideration willbe given to the desirability of allotting the Units to a reasonable number of applicants with a view toestablishing an adequate market for the Units.

Where an application is accepted or rejected in part only or if the Offering does not proceed for anyreason, the full amount or the balance of the application monies, as the case may be, will be refunded(without interest or any share of revenue or other benefit arising therefrom) to the applicant, at his ownrisk, and without any right or claim against CLT, the Manager, the Trustee, the Joint GlobalCoordinators, the Issue Managers or the Sponsor.

Where an application is not successful, the refund of the full amount of the application monies (withoutinterest or any share of revenue or other benefit arising therefrom) to the applicant, is expected to becompleted, at his own risk within 24 hours after balloting (provided that such refunds in relation toapplications in Singapore are made in accordance with the procedures set out in Appendix G, “Terms,Conditions and Procedures for Application for and Acceptance of the Units in Singapore”).

Where an application is accepted in full or in part only, any balance of the application monies will berefunded (without interest or any share of revenue or other benefit arising therefrom) to the applicant,at his own risk, within 14 Market Days (as defined herein) after the close of the Offering (provided thatsuch refunds in relation to applications in Singapore are made in accordance with the procedures setout in Appendix G, “Terms, Conditions and Procedures for Application for and Acceptance of the Unitsin Singapore”).

Where the Offering does not proceed for any reason, the full amount of application monies (withoutinterest or any share of revenue or other benefit arising therefrom) will, within three Market Days afterthe Offering is discontinued, be returned to the applicants at their own risk (provided that such refundsin relation to applications in Singapore are made in accordance with the procedures set out in AppendixG, “Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore”).

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UNAUDITED PRO FORMA BALANCE SHEET AS AT THE LISTING DATE

The following table is only an extract from, and should be read together with, “Unaudited Pro FormaBalance Sheet as at the Listing Date” on page 54, the report set out in Appendix B, “IndependentAccountants’ Report on the Unaudited Pro Forma Balance Sheet as at the Listing Date” andAppendix C, “Unaudited Pro Forma Balance Sheet as at the Listing Date”.

As at Listing Date(1)

(S$’000)

Non-current assets

Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729,900

Current assets

Other receivables(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,081

8,237

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,137

Non-current liabilities

Borrowings(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184,490

Current liabilities

Income received in advance(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,916

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,406

Net assets attributable to Unitholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731

Represented by:

Unitholders’ funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731

Units in issue (’000)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,200

NAV per Unit (S$). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.87

Notes:

(1) Based on the Offering Price of S$0.88 per Unit.

(2) GST claimable on the Offering’s transaction cost, assuming that the costs are invoiced to CLT no earlier than six monthspreceding CLT’s GST registration date.

(3) Comprises principal amount of borrowings of S$191.0 million, after deducting unamortised capitalised debt upfront fees ofS$6.5 million.

(4) Comprises one month rental income assumed to have been received in advance from tenants.

(5) “Units in issue” refers to the number of Units in issue immediately after the completion of the Offering.

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PROFIT FORECAST AND PROFIT PROJECTION

The following is an extract from “Profit Forecast and Profit Projection” on page 57. Statementscontained in the Profit Forecast and Profit Projection section that are not historical facts may beforward-looking statements. Such statements are based on the assumptions set forth in “ProfitForecast and Profit Projection” on page 57 and are subject to certain risks and uncertainties whichcould cause actual results to differ materially from those forecasted and projected. Under nocircumstances 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 any of CLT, theManager, the Trustee, the Joint Global Coordinators, the Issue Managers, the Sponsor or any otherperson, or that these results will be achieved or are likely to be achieved. (See “Forward-lookingStatements” on page v and “Risk Factors” on page 28.) Investors in the Units are cautioned not to placeundue reliance on these forward-looking statements which are made only as of the date of thisProspectus.

None of CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or theSponsor guarantees the performance of CLT, the repayment of capital or the payment of anydistributions, or any particular return on the Units. The forecast and projected yields stated inthe following table are calculated based on:

• the Offering Price; and

• the assumption that the Listing Date is 1 January 2010.

Such yields will vary accordingly if the Listing Date is after 1 January 2010, or for investors whopurchase Units in the secondary market at a market price that differs from the Offering Price.

The following table shows CLT’s forecast and projected Statements of Total Return for the ForecastYear 2010 and the Projection Year 2011. The financial year end of CLT is 31 December. The forecastand projected results for the Forecast Year 2010 and the Projection Year 2011 (the “Forecast andProjection”) may be different to the extent that the actual date of issuance of Units is other than1 January 2010, being the assumed date of the issuance of Units for the Offering. The Forecast andProjection are based on the assumptions set out in “Profit Forecast and Profit Projection” on page 57and have been examined by KPMG LLP as the independent reporting accountants (the “IndependentReporting Accountants”), and should be read together with the report set out in Appendix A,“Independent Accountants’ Report on the Profit Forecast and Profit Projection”, as well as theassumptions and the sensitivity analysis set out in “Profit Forecast and Profit Projection” on page 57.

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Forecast and Projected Statements of Total Return

The forecast and projected statements of total return are as follows:

Forecast Year2010

Projection Year2011

(S$’000) (S$’000)

Gross revenue 58,996 59,881

Property expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,558) (1,595)

Net Property Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,438 58,286

Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1

Finance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,100) (8,270)

Manager’s management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,537) (4,533)

Trustee’s fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (221) (220)

Other trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (997) (1,007)

Net Income before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,587 44,257

Change in fair value of investment properties(1) . . . . . . . . . . . . . . . . 16,700 —

Total return before tax and distribution . . . . . . . . . . . . . . . . . . 59,287 44,257

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total return after tax attributable to Unitholders beforedistribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,287 44,257

Distribution adjustments(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,747) 5,247

Income available for distribution . . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504

Distribution ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100%

Distributable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504

Weighted average Units entitled todistribution (’000)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634,133 637,998

DPU (cents). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76

Issue Price (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.88 0.88

Distribution yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.70% 8.82%

Notes:

(1) The Properties have been revalued on the Listing Date to the average of their independent appraisal values assessed byCBRE and Knight Frank as at 31 October 2009 of S$729.9 million.

(2) Comprise the portion of management fees paid in Units, amortisation of capitalised debt upfront fees incurred on Facilities,gain on revaluation of the Properties and other expenses which are non-deductible for tax purposes.

(3) Includes Units to be issued in partial payment of management fees, which are assumed to be issued at the Offering Price.

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RISK FACTORS

Prospective investors should consider carefully, together with all other information contained in thisProspectus, the factors described below before deciding to invest in the Units.

This Prospectus also contains forward-looking statements (including profit forecasts and profitprojections) that involve risks, uncertainties and assumptions. The actual results of CLT could differmaterially from those anticipated in these forward-looking statements as a result of certain factors,including the risks faced by CLT as described below and elsewhere in this Prospectus.

As an investment in a REIT is meant to produce returns over the long-term, investors should not expectto obtain short-term gains.

Investors should be aware that the price of Units, and the income from them, may fall or rise. Investorsshould note that they may not get back their original investment.

Before deciding to invest in the Units, prospective investors should seek professional advice from theirrelevant advisors about their particular circumstances.

RISKS RELATING TO THE PROPERTIES

CLT is exposed to economic and real estate market conditions (including increased competitionin the real estate market or logistics properties market).

The Properties are located in Singapore. As a result, CLT’s Gross Revenue and results of operationsdepend on the performance of the Singapore economy. A decline in Singapore’s economy couldadversely affect CLT’s results of operations and future growth. The performance of CLT may also beadversely affected by a number of local real estate market conditions, such as the competitiveness ofcompeting logistics properties or an oversupply of logistics properties or reduced demand for logisticsproperties.

CLT’s investment strategy involves a higher level of risk as compared to a portfolio which has a morediverse range of investments.

In addition, while the Properties are located in Singapore, CLT’s future acquisitions may be locatedelsewhere in the Asia-Pacific region, which exposes CLT to economic and real estate market conditionsand changes in fiscal policies in such countries.

CLT is reliant on CWT Commodity Hub for a substantial portion of its Gross Revenue.

CWT Commodity Hub is expected to contribute 49.0% of the total Gross Revenue of the Initial Portfoliofor the Forecast Year 2010 and the Projection Year 2011. Any circumstance which adversely affects theoperations or business of CWT Commodity Hub or its competitiveness, such as physical damage to thebuilding due to fire or other causes, may adversely affect the ability of the Master Lessee of CWTCommodity Hub to pay its rent. This will adversely affect the financial condition and results ofoperations of CLT.

Planned amenities and transportation infrastructure near the Properties may be closed,relocated, terminated, delayed or not completed.

There is no assurance that amenities, transportation infrastructure and public transport services nearthe Properties will not be closed, relocated, terminated, delayed or completed. If such an event wereto occur, it will adversely impact the accessibility of the Properties and the attractiveness of theProperties to end-users which may affect the ability of the Master Lessees to pay their rent.

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The Properties may require significant capital expenditure periodically beyond the Manager’scurrent estimate and CLT may not be able to secure funding.

The Properties and properties to be acquired by CLT may require periodic capital expenditure beyondthe Manager’s current estimate for refurbishment, renovation and improvements in order to remaincompetitive. CLT may not be able to fund capital improvements solely from cash provided from itsoperating activities and CLT may not be able to obtain additional equity or debt financing or be able toobtain such financing, on favourable terms.

CLT’s assets might be adversely affected if the Manager, the Property Manager and the MasterLessees do not provide adequate management and maintenance.

Should the Manager, the Property Manager and the Master Lessees fail to provide adequatemanagement and maintenance, the value of CLT’s assets might be adversely affected and this mayresult in a loss of end-users, which in turn affects the Master Lessees’ ability to pay their rents pursuantto the Master Lease Agreements, and which will adversely affect distributions to Unitholders.

CLT may suffer material losses in excess of insurance proceeds or the Master Lessees may notprovide adequate management and maintenance or put in place or maintain adequate insurancein relation to the Properties and its potential liabilities to third parties.

The Properties face the risk of suffering physical damage caused by fire or natural disaster or othercauses, as well as potential public liability claims, including claims arising from the operations of theProperties.

In addition, certain types of risks (such as war risk, terrorist acts and losses caused by the outbreak ofcontagious diseases, contamination or other environmental breaches) may be uninsurable or the costof insurance may be prohibitive when compared to the risk. Currently, CLT’s insurance policies for theProperties do not cover acts of war, outbreak of contagious diseases, contamination or otherenvironmental breaches.

Should an uninsured loss or a loss in excess of insured limits occur, CLT could be required to paycompensation and/or lose capital invested in the affected property as well as anticipated future revenuefrom that property. CLT will also be liable for any debt or other financial obligation related to thatproperty. No assurance can be given that material losses in excess of insurance proceeds will notoccur.

In addition, should CLT and the Master Lessees fail to put in place or maintain adequate insurance inrelation to the Properties and its potential liabilities to third parties, CLT may be exposed to variousliabilities and losses to the extent that such assets and liabilities are not adequately insured.

Renovation or redevelopment works or physical damage to the Properties may disrupt theoperations of the Properties and collection of rental income or otherwise result in adverseimpact on the financial condition of CLT.

The quality and design of the Properties have a direct influence over the demand for space in, and therental rates of, the Properties. The Properties may need to undergo renovation or redevelopment worksfrom time to time to retain their competitiveness and may also require unforeseen ad hoc maintenanceor repairs in respect of faults or problems that may develop over structural defects or other parts ofbuildings or because of new planning laws or regulations. The costs of maintaining logistics propertiesand the risk of unforeseen maintenance or repair requirements tend to increase over time as thebuilding ages. The business and operations of the Properties may suffer some disruption and it may notbe possible to collect the full rate of, or, as the case may be, any rental income on space affected bysuch renovation or redevelopment works.

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In addition, physical damage to the Properties resulting from fire or other causes may lead to asignificant disruption to the business and operation of the Properties and, together with the foregoing,may result in an adverse impact on the financial condition and results of operations of CLT and its abilityto make distributions.

The Properties may be affected by contamination and other environmental issues.

The Properties may from time to time be affected by contamination or other environmental effects whichmay not have been previously identified and/or rectified. This raises a number of risks including:

• the risk of prosecution by environmental authorities;

• the requirement for unbudgeted additional expenditure to remedy such issues; and

• the adverse impact on the financial position of end-users arising from the above, affecting theirability to trade and to meet their obligations and which in turn affect the Master Lessees’ ability topay their rents pursuant to the Master Lease Agreements.

The due diligence exercise on buildings and equipment prior to their acquisition may not haveidentified all material defects, breaches of laws and regulations and other deficiencies.

The Manager believes that reasonable due diligence investigations with respect to the Properties havebeen conducted prior to their acquisitions. However, there is no assurance that the Properties will nothave defects or deficiencies requiring repair or maintenance (including design, construction or otherlatent property or equipment defects in the Properties may require additional capital expenditure,special repair or maintenance expenses) other than those disclosed in this Prospectus. Suchundisclosed defects or deficiencies may require significant capital expenditures or obligations to thirdparties and involve significant and unpredictable patterns and levels of expenditure which may have amaterial adverse effect on CLT’s earnings and cash flows.

The experts’ reports that the Manager relies upon as part of its due diligence investigations of theProperties may be subject to inaccuracies and deficiencies. This may be because certain buildingdefects and deficiencies are difficult or impossible to ascertain due to limitations inherent in the scopeof the inspections, the technologies or techniques used and other factors.

Some of the Properties may be in breach of laws and regulations or fail to comply with certain regulatoryrequirements. CLT may incur financial or other obligations in relation to such breaches or non-compliance.

The representations, warranties and indemnities granted in favour of CLT by the Vendors are subjectto limitations as to their scope and as to the amount and timing of claims which can be made. Thereis no assurance that CLT would be entitled to be reimbursed under such representations, warrantiesand indemnities for any losses or liabilities suffered or incurred by it as a result of its acquisition of theProperties.

The Properties may face increased competition from other properties.

The Properties are located in areas that have other competing properties and new properties may bedeveloped which may compete with the Properties. While C&P Changi Districentre is one of only tworamp-up warehouses within Changi International LogisPark (South), there can be no assurance that theexisting warehouses located within Changi International LogisPark (South) will not be redeveloped asramp-up warehouses.

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The income from, and market value of, the Properties will be largely dependent on the ability of theMaster Lessees to compete against other properties for end-users. If, after the Offering, competingproperties are more successful in attracting and retaining end-users or similar properties in their vicinityare substantially upgraded and refurbished, and the Master Lessees are unable to pay rents to CLT,CLT’s cash flow and the amount of funds available for distribution to Unitholders will be adverselyaffected.

The appraisals of the Properties are based on various assumptions and the price at which CLTis able to sell a Property in future may be different from the initial acquisition value of theProperty.

The consideration paid by CLT is based on the acquisition values of the Properties.

There can be no assurance that the assumptions relied on are accurate measures of the market, andthe values of the Properties may be evaluated inaccurately. The Independent Valuers may haveincluded a subjective determination of certain factors relating to the Properties such as their relativemarket positions, financial and competitive strengths, and physical condition and, accordingly, theproperty valuation (which affects the NAV per Unit) may be subjective.

The appraised value of any of the Properties does not guarantee a sale price at that value at presentor in the future. The price at which CLT may sell a property may be lower than its purchase price.

The President of the Republic of Singapore may, as lessor, re-enter the Properties upon breachof terms and conditions of the State lease.

Each Property is held under a registered State lease issued by the President of the Republic ofSingapore as lessor. Each State lease contains terms and conditions commonly found in State leasesin Singapore, including the President of the Republic of Singapore’s right as lessor to re-enter theProperties and terminate the lease (without compensation) in the event the lessee fails to observe orperform the terms and conditions of the relevant State lease.

CLT will hold the Properties on leases from JTC, and these leases contain certain provisionsthat may have an adverse effect on financial condition and results of operations of CLT.

The Trustee will hold the Properties pursuant to separate leases from JTC, each of which contains aclause that requires the Trustee to surrender free of cost to the Singapore Government portions of therespective Properties that may be required in the future for certain public uses, such as roads, drainageand other public improvements. There have been previous instances in which lessees of land from JTChave been required to surrender portions of their land to the Singapore Government for roads, withoutcompensation, pursuant to similar provisions in the relevant land leases. If CLT is required to surrendera portion of one of the Properties to the Singapore Government, it may have an adverse impact on theGross Revenue and the value of the Initial Portfolio.

Each Property which is held under a lease from JTC is subject to terms and conditions ordinarily foundin building agreements or agreements for lease entered into or leases granted by JTC such asprovisions requiring the lessee:

• to pay a yearly rent to JTC;

• not to use or permit the Property to be used otherwise than for such purposes as approved byJTC; and

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• not to demise, assign, mortgage, let, sublet or underlet or grant a licence or part with or share thepossession or occupation of the whole or part of the Property without first obtaining JTC’s priorwritten consent.

In the event that CLT intends to dispose of any of Schenker Megahub, C&P Changi Districentre andHi-Speed Logistics Centre, CLT is required to first offer to surrender to JTC the relevant Property andthe remaining term of the lease from JTC, and if JTC does not wish to accept such offer, CLT is requiredto offer to sell such Property to the relevant anchor tenant of the Property. These requirements couldimpair CLT’s ability to resell the Properties and consequently could adversely affect its financialcondition and results of operations.

RISKS RELATING TO CLT’S OPERATIONS

Uncertainties and instability in global market conditions could adversely affect the business,financial condition and results of operations of CLT.

The global credit markets and the U.S. sub-prime residential mortgage market have experienced, andmay continue to experience, volatility and liquidity disruptions, which have resulted in the consolidation,failure or near failure of a number of institutions in the banking and insurance industries. These andother related events have had a significant impact on the global capital markets associated not onlywith asset-backed securities but also with the global credit and financial markets as a whole. Theseevents could adversely affect CLT insofar as they result in:

• a negative impact on the ability of the end-users to pay their rents or service fees to the MasterLessees in a timely manner or continuing their Service Agreements, which may in turn affect theMaster Lessees’ ability to pay their rents pursuant to the Master Lease Agreements, thus reducingCLT’s cash flow;

• an increase in counterparty risk; and/or

• an increased likelihood that one or more of CLT’s banking syndicate, banks providing bankers’guarantees for CLT’s rental deposits or insurers may be unable to honour their commitments toCLT.

There is also uncertainty as to the scale of the downturn in the U.S. or the global economy, thedecrease in consumer demand and the impact of the global downturn on the Singapore economy.

CLT is solely dependent on the Master Lessees for rental payments.

CLT is solely dependent on rental payments from the Master Lessees, being CWT and C&P (and itsrelevant subsidiaries), as CLT does not directly operate the Properties or lease the Properties directlyto the end-users. If a significant number of the end-users do not renew their service agreements or, asthe case may be, sub-lease agreements with the Master Lessees, and no replacement end-users arefound, the Master Lessees’ ability to make rental payments may be adversely affected. It should benoted that 26.2% of the end-users contracts expire in 2010. (See “Business and Properties –Competitive Strengths – Strong and diverse demand for the Properties by underlying end-users” forfurther details.) The Master Lessees are the sole tenants of CLT for each of the Properties. Therefore,CLT’s revenue and ability to make distributions to the Unitholders will depend solely upon the ability ofthe Master Lessees to make rental payments.

There can be no assurance that the Master Lessees will have sufficient assets, income and access tofinancing in order to enable it to satisfy its obligations under the respective Master Lease Agreements.

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Any breach by the Master Lessees of their obligations under the Master Lease Agreements mayhave an adverse effect on CLT.

Pursuant to the Master Leases, the Master Lessees will, among others, pay rent to the Trustee andmaintain the Properties in a clean and good state of tenantable repair and condition. As such, net rentalpayments in respect of the Properties will depend on the ability of the Master Lessees to make suchrental payments and any non-payment of the rent may have an adverse effect on the financial conditionof CLT and its level of distributable income. Moreover, failure by the Master Lessees to maintain theProperties in a good state of tenantable repair and condition could have an adverse impact on thephysical condition of the Properties, rendering them unattractive to existing end-users and potentialend-users. The performance of the Master Lessees’ other businesses could also have an impact ontheir ability to make rental payments to CLT.

Factors that affect the ability of the Master Lessees to meet their obligations include, but are not limitedto:

• their financial position;

• the local economies in which they have business operations;

• local competitors and competition in the Singapore logistics and real estate industry; and

• material losses in excess of insurance proceeds.

The Master Lessees may not renew the Master Leases.

There is no assurance that the Master Lessees will exercise any option to renew their leases upon theexpiry of the initial term of the Master Leases. If the Master Leases are not renewed, CLT may not beable to find a suitable purchaser or a suitable replacement master lessee or tenant, as a result of whichCLT may lose a significant source of revenue. In any event, it may not be possible to replace the MasterLessees immediately upon the expiry of the Master Leases and this may lead to temporary vacancy.The failure to renew the Master Lease Agreements, or the termination of any of these Master LeaseAgreements, may have a material adverse effect on CLT’s Gross Revenue and distribution.

CLT does not have any direct contractual relationship with the end-users and its ability to takeover the Service Agreements may be limited.

CLT does not have any direct contractual relationship with the end-users. In the event of a default byany of the Master Lessees (or CWT in the event that the Master Lease in relation to CWT CommodityHub has expired and is not renewed and the CWT Commodity Hub Individual Lease Agreements areentered into with CWT as tenant), the Trustee does not have the contractual right to take over theService Agreements, unlike the sub-lease agreements for Schenker Megahub and Hi-Speed LogisticsCentre where the Trustee is entitled to take an assignment of, all rights and remedies (including the rentand other proceeds) of the Master Lessees under and/or arising from the tenancies to the SchenkerMegahub Anchor Tenant (as defined herein) and the Hi-Speed Logistics Centre Anchor Tenant (asdefined herein).

In addition, as CLT is a REIT, it is restricted in its ability to actively undertake business operations andthus CLT will not be able to take over the Service Agreements which requires CLT to actively undertakebusiness operations, even if such end-users are agreeable to CLT taking over the Service Agreements.In such an instance, if CLT is unable to find a suitable replacement master lessee or service provider,in a timely manner or at all, to provide the necessary services to the end-users, this may have a materialadverse effect on CLT’s Gross Revenue and distribution.

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The amount CLT may borrow is limited, which may affect the operations of CLT.

Under the Property Funds Appendix, CLT is permitted to borrow up to 35.0% of the value of theDeposited Property at the time the borrowing is incurred, taking into account deferred payments(including deferred payments for assets whether to be settled in cash or in Units). However, theProperty Funds Appendix allows CLT to borrow more than 35.0% (up to a maximum of 60.0%) of thevalue of the Deposited Property if a credit rating from Fitch Inc., Moody’s or Standard & Poor’s isobtained and disclosed to the public. The rationale for such a limitation on borrowings is to preventREITs from incurring too much debt. As at the Listing Date, CLT is expected to have borrowings ofS$191.0 million with an Aggregate Leverage of 25.9%. (See “Capitalisation — Indebtedness” for furtherinformation.)

CLT may, from time to time, require further debt financing to achieve its investment strategies. In theevent that CLT decides to incur additional borrowings in the future, it may be unable to obtain suchadditional borrowing if to do so would breach the prescribed borrowing limits, and this may, inter alia,result in CLT:

• being unable to fund capital expenditure requirements in relation to CLT’s existing asset portfolioor in relation to CLT’s acquisitions to expand its portfolio; and

• facing cash flow shortages (including with respect to distributions).

In addition, should there be a decline in the value of the Deposited Property which causes the borrowinglimit to be exceeded, CLT will not be able to make further borrowings.

CLT may face risks associated with debt financing and the debt facilities.

As at the Listing Date, CLT is expected to have borrowings of S$191.0 million with an AggregateLeverage of 25.9%. (See “Capitalisation — Indebtedness” for further information.) CLT is subject torisks associated with debt financing, including the risk that its cash flow will be insufficient to meet therequired payments of principal and interest under such financing, and therefore to make distributionsto Unitholders.

Distributions from CLT to Unitholders will be computed based on at least 90.0% of CLT’s TaxableIncome and tax-exempt income, if any (after deduction of applicable expenses). As a result of thisdistribution policy, CLT may not be able to meet all of its obligations to repay any future borrowingsthrough its cash flow from operations. CLT may be required to repay maturing debt with funds fromadditional debt or equity financing or both. There is no assurance that such financing will be availableon acceptable terms or at all.

If CLT defaults under such debt facilities, the lenders may be able to declare a default and initiateenforcement proceedings in respect of any security provided, and/or call upon any guaranteesprovided.

If CLT’s property is mortgaged, such property could be foreclosed by the lender or the lender couldrequire a forced sale of the property with a consequent loss of income and asset value to CLT.

If principal amounts due for repayment at maturity cannot be refinanced, extended or paid withproceeds of other capital transactions, such as new equity capital, CLT will not be able to paydistributions at expected levels to Unitholders or to repay all maturing debt.

CLT may be subject to the risk that the terms of any refinancing undertaken will be less favourable thanthe terms of the original borrowings. CLT may also be subject to certain covenants that may limit orotherwise adversely affect its operations and its ability to make distributions to Unitholders. Suchcovenants may also restrict CLT’s ability to acquire properties or undertake other capital expenditure

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or may require it to set aside funds for maintenance or repayment of security deposits. In addition, theManager has fixed the base interest rate for S$160.0 million of the TLF for the Forecast Year 2010 andthe Projection Year 2011. Accordingly, the interest cost may rise after the Projection Year 2011, if thebase interest rates after the Projection Year 2011 are higher than the base interest rate which iscurrently fixed.

CLT’s level of borrowings represents a higher level of gearing as compared to certain other types of unittrusts, such as non-specialised collective investment schemes which invest in equities and/or fixedincome instruments. If prevailing interest rates or other factors at the time of refinancing (such as thepossible reluctance of lenders to make commercial property loans) result in higher interest rates uponrefinancing, the interest expense relating to such refinanced indebtedness would increase, therebyadversely affecting CLT’s cash flow and the amount of funds available for distribution to the Unitholders.

As a condition of the Tax Ruling, CLT is required to distribute at least 90.0% of its TaxableIncome (after deduction of applicable expenses) (failing which CLT would be liable to pay tax onits Taxable Income) and may face liquidity constraints.

As a condition of the Tax Ruling, CLT is required to distribute at least 90.0% of its Taxable Income,failing which CLT would be liable to pay tax on its Taxable Income. Accordingly, CLT’s distribution policyis to distribute 100.0% of CLT’s Taxable Income (after deduction of applicable expenses) for the periodfrom the Listing Date to 31 December 2011. Thereafter, CLT will distribute at least 90.0% of its TaxableIncome (after deduction of applicable expenses). The Manager and the Trustee are required by the TaxRuling to distribute at least 90.0% of CLT’s Taxable Income (after deduction of applicable expenses).If CLT’s Taxable Income (after deduction of applicable expenses) is greater than its cashflow fromoperations, it may have to borrow to meet ongoing cashflow requirements in order to distribute at least90.0% of its Taxable Income (after deduction of applicable expenses) since it may not have anyreserves to draw on. CLT’s ability to borrow is, however, limited by the Property Funds Appendix.Failure to make distributions would put CLT in breach of terms of the Tax Ruling and CLT would be liableto pay income tax. (See “Taxation — Taxation of CLT” for further details.)

Neither CLT nor the Manager has an established operating history.

CLT was constituted on 11 February 2010 and the Manager was incorporated on 15 October 2009.Neither CLT (as a REIT) nor the Manager (as the manager of the REIT) has the relevant operatinghistories by which their past performance may be judged. This will make it more difficult for investorsto assess CLT’s future performance. There is no assurance that CLT will be able to generate sufficientrevenue from operations to make distributions or that such distributions will be in line with those set outin “Profit Forecast and Profit Projection”.

If the CMS Licence of the Manager is cancelled or not renewed by the MAS, the operations ofCLT will be adversely affected.

The CMS Licence issued to the Manager is subject to conditions and is valid until 31 December 2012unless otherwise cancelled or renewed. If the CMS Licence of the Manager is cancelled or not renewedby the MAS, the operations of CLT will be adversely affected.

The Manager may not be able to successfully implement its investment strategy for CLT.

There is no assurance that the Manager will be able to implement its investment strategy successfullyor that it will be able to expand CLT’s portfolio at any specified rate or to any specified size. TheManager may not be able to make acquisitions or investments on favourable terms or within a desiredtime frame.

CLT faces active competition in acquiring suitable properties. CLT’s ability to make new propertyacquisitions under its acquisition growth strategy may be adversely affected.

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Pursuant to the terms of the CWT ROFR and C&P ROFR, the CWT ROFR and the C&P ROFR maybe subject to consent from third parties. There can be no assurance that such third parties will give suchconsent. It should also be noted that the CWT ROFR and the C&P ROFR are subject to any prioroverriding contractual obligations of CWT and C&P respectively. (See “Certain Agreements Relating toCache Logistics Trust and the Properties — Right of First Refusal” for further details.)

Even if CLT were able to successfully acquire property or investments, there is no assurance that CLTwill achieve its intended return on such acquisitions or investments.

Since the amount of borrowings that CLT can incur to finance acquisitions is limited by the PropertyFunds Appendix, such acquisitions are likely to be largely dependent on CLT’s ability to raise equitycapital. This may result in a dilution of Unitholders’ holdings.

Potential vendors may view the prolonged time frame and lack of certainty associated with the raisingof equity capital, to fund any such purchase, negatively. They may prefer other potential purchasers.

There may be significant competition for attractive investment opportunities from other propertyinvestors, including other REITs, commercial property development companies and private investmentfunds. There is no assurance that CLT will be able to compete effectively against such entities.

Acquisitions may not yield the returns expected, resulting in disruptions to CLT’s business andstraining of management resources.

CLT’s external growth strategy and its asset selection process may not be successful and may notprovide positive returns to Unitholders.

Acquisitions may cause disruptions to CLT’s operations and divert management’s attention away fromday-to-day operations.

The Manager’s strategy to initiate asset enhancement on some of the Properties from time totime may not materialise.

The Manager may from time to time initiate asset enhancement on some of the Properties. There is noassurance that such plans for asset enhancement will materialise, or in the event that they domaterialise, that they will achieve their desired results or will not incur significant costs.

Payment of Management Fees in cash by CLT to the Manager may have an adverse effect on thecash flow of CLT and its ability to make distributions to Unitholders.

The Manager is entitled to Management Fees which shall be paid to the Manager in the form of cashand/or Units (as the Manager may elect prior to each such payment) out of the Deposited Property andin such proportion as may be determined by the Manager except that the Manager has, for the ForecastYear 2010 and the Projection Year 2011, committed to receive all Management Fees in cash where theissue price (which is equal to the Market Price) of each Unit is at a discount of at least 20.0% to the NAVper Unit.

If CLT is required to pay a large amount of Management Fees in cash, CLT’s cash flow, financialcondition and results of operations as well as its ability to make distributions to Unitholders may beadversely affected. The Unit price may be materially and adversely affected as a result.

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CLT depends on certain key personnel and the loss of any key personnel may adversely affectits operations.

CLT’s performance depends, in part, upon the continued service and performance of the executiveofficers of the Manager. (See “The Manager and Corporate Governance — The Manager of CLT —Executive Officers of the Manager” for details of the executive officers of the Manager.) These keypersonnel may leave the employment of the Manager. If any of these persons were to leave, theManager will accordingly spend time searching for a replacement and the duties which such executiveofficers are responsible for may be affected. The loss of any of these individuals could have a materialadverse effect on CLT’s financial condition and the results of operations.

CLT may engage in hedging transactions, which can limit gains and increase exposure tolosses.

CLT may enter into hedging transactions to protect itself from the effects of interest rate and currencyexchange fluctuations on floating rate debt and also to protect its portfolio from interest rate andprepayment fluctuations. Hedging transactions may include entering into interest rate hedginginstruments, purchasing or selling futures contracts, purchasing put and call options or entering intoforward agreements. Hedging activities may not have the desired beneficial impact on the operationsor financial condition of CLT.

Interest rate hedging could fail to protect CLT or adversely affect CLT because among others:

• available interest rate hedging may not correspond directly with the interest rate risk for whichprotection is sought;

• the party owing money in the hedging transaction may default on its obligation to pay;

• the credit quality of the party owing money on the hedge may be downgraded to such an extentthat it impairs CLT’s ability to sell or assign its side of the hedging transaction; and

• the value of the derivatives used for hedging may be adjusted from time to time in accordance withaccounting rules to reflect changes in fair value. Downward adjustments would reduce the NAVof CLT.

Hedging involves risks and transaction costs, which may reduce overall returns. These costs increaseas the period covered by the hedging increases and during periods of rising and volatile interest rates.These costs will also limit the amount of cash available for distributions to Unitholders.

Possible change of investment strategies and policies may adversely affect Unitholders’investments in CLT.

The Manager may from time to time amend the investment strategies and policies of CLT if itdetermines that such change is in the best interest of CLT and its Unitholders without seekingUnitholders’ approval. In the event of a change of investment policies, the Manager may, subject to therelevant laws regulations and rules (including the Listing Manual), alter such investment policies uponthe expiry of three years from the Listing Date, provided that it has given not less than 30 days’ priornotice of the change to the Trustee and Unitholders by way of an announcement on the SGX-ST. Themethods of implementing CLT’s investment strategies and policies may vary as new investment andfinancing techniques are developed or otherwise used. Such changes may adversely affectUnitholders’ investment in CLT.

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The outbreak of an infectious disease or any other serious public health concerns in Asia andelsewhere could adversely impact the business, financial condition and results of operations ofCLT.

In 2009, outbreaks of Influenza A (H1N1-2009) occurred in a number of countries across the worldincluding Singapore.

In late 2003 and June 2004, outbreaks of avian influenza occurred in a number of countries in Asia. In2005 and 2006, outbreaks were reported in other parts of the world including Europe, the Middle Eastand Africa. Some of these outbreaks severely affected the poultry and related industries and, inaddition, several cases of bird-to-human transmission of avian influenza were reported in variouscountries. In June 2007, World Health Organisation reported new cases of human infection of avianinfluenza (H5N1) in China and Indonesia.

In 2003, Hong Kong, Taiwan, China, Singapore, Malaysia and other places experienced an outbreakof Severe Acute Respiratory Syndrome, which adversely affected the Asian economies, includingSingapore’s economy. The Property sector was one of the sectors that experienced poor performanceduring the Severe Acute Respiratory Syndrome outbreak.

There can be no assurance that any precautionary measures taken against infectious diseases wouldbe effective.

The outbreak of an infectious disease such as Influenza A (H1N1-2009), avian influenza or SevereAcute Respiratory Syndrome in Asia and elsewhere, together with any resulting restrictions on traveland/or imposition of quarantines, could have a negative impact on the economy and business activitiesin Asia and could thereby adversely impact the revenues and results of CLT. These factors couldmaterially and adversely affect the business and financial conditions and the results of operations ofCLT.

Occurrence of any acts of God, war and terrorist attacks may adversely and materially affect thebusiness and operations of the Properties.

Acts of God, such as natural disasters, are beyond the control of CLT or the Manager. These maymaterially and adversely affect the economy, infrastructure and livelihood of the local population. CLT’sbusiness and income available for distribution may be adversely affected should such acts of Godoccur. There is no assurance that any war, terrorist attack or other hostilities in any part of the world,potential, threatened or otherwise, will not, directly or indirectly, have an adverse effect on theoperations of the Properties and hence CLT’s income available for distribution.

There may be potential conflicts of interest among CLT, the Manager, the Property Manager, theMaster Lessees, the Sponsor and ARA.

The Manager is 60.0% owned by ARA and 40.0% owned by the Sponsor. The Sponsor and C&P andits relevant subsidiaries will be the Master Lessees. C&P holds 35.9% of the shares of the Sponsor asat the Latest Practicable Date.

The Sponsor, C&P and their subsidiaries and/or associates are engaged in, and/or may engage in,among others, investment in, and the development, management and operation of logistics propertieswhich may compete with the Properties and cause downward pressure on rental rates. In addition, asat the Latest Practicable Date the Sponsor holds 4.5% of the units in Cambridge Industrial Trust, a REITlisted on the SGX-ST.

ARA is a real estate fund management company, which manages other property funds, including fourlisted REITs and a number of private property funds in Singapore and Asia-Pacific.

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The Sponsor and C&P may in the future, sponsor, manage or invest in other REITs or other vehicleswhich may also compete directly with CLT.

Further, the Property Manager is 60.0% owned by the Sponsor and 40.0% owned by ARA. There canbe no assurance that the Property Manager will not favour other properties which it manages oroperates over those owned by CLT or that conflicts of interest would not arise and/or be adequatelyresolved.

(See “The Manager and Corporate Governance — Related Party Transactions”.)

The Sponsor will hold 12.2% of the total number of Units expected to be in issue as at the ListingDate, and will be able to exercise influence over certain activities of CLT.

The Sponsor, its subsidiaries, related corporations and/or associates are engaged in, among others,logistics operations and investment in real estate. Immediately following completion of the Offering, theSponsor will hold in aggregate 12.2% of the total number of Units expected to be in issue.

The Sponsor will therefore be in a position to influence matters which require the approval ofUnitholders.

CLT faces certain risks in connection with the acquisition of properties from the Sponsor, itssubsidiaries and/or its related corporations.

CLT may acquire properties from the Sponsor or parties related to the Sponsor. There is no assurancethat:

• the negotiations with respect to the acquisition of such properties;

• the terms of acquisition of such properties;

• the acquisition values of such properties; and/or

• the other terms and conditions relating to the purchase of such properties (in particular, therepresentations, warranties and/or indemnities),

will not be adverse to CLT.

There is no assurance that CLT will be able to leverage on the Sponsor’s experience in theoperation of the Properties or ARA’s experience in the management of REITs.

In the event that the Sponsor decides to transfer or dispose of its Units or its shares in the Manager orARA decides to transfer or dispose of its shares in the Manager, CLT may no longer be able to leverageon:

• the Sponsor’s experience in the ownership and operation of logistics properties;

• ARA’s experience in the management of REITs; or

• the Sponsor’s and ARA’s financial strength, market reach and network of contacts to further itsgrowth.

In such event, CLT may not be able to benefit from the range of corporate services which are availableto owners of properties managed by the Sponsor. This may have a material and adverse impact onCLT’s results of operations and financial condition which may consequently affect its ability to makedistributions to its Unitholders.

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CLT’s investment strategy may entail a higher level of risk as compared to other types of unittrusts that have a more diverse range of investments.

CLT’s principal strategy of investing, directly or indirectly, in real estate will subject CLT to risks inherentin concentrating in real estate. The level of risk could be higher as compared to other types of unit truststhat have a more diverse range of investments in other sectors.

A concentration of investments in real estate exposes CLT to the risk of a downturn in the real estatemarket in Singapore. Such downturns may lead to a decline in occupancy for properties or realestate-related assets in CLT’s portfolio. This will affect CLT’s rental income from the Properties, and/ora decline in the capital value of CLT’s portfolio, which will have an adverse impact on distributions tothe Unitholders and/or on the results of operations and the financial condition of CLT.

CLT may not be able to control or exercise any influence over entities in which it has minorityinterests.

CLT may, in the course of acquisitions, acquire minority interests in real estate-related investmententities. There is no assurance that CLT will be able to control such entities or exercise any influenceover the assets of such entities or their distributions to CLT. Such entities may develop objectives whichare different from those of CLT and may not be able to make any distribution. The management of suchentities may make decisions which could adversely affect the operations of CLT and its ability to makedistributions to Unitholders.

RISKS RELATING TO INVESTING IN REAL ESTATE

CLT may be adversely affected by the illiquidity of real estate investments.

CLT’s investment strategy involves a higher level of risk as compared to a portfolio which has a morediverse range of investments. Real estate investments are relatively illiquid. Such illiquidity may affectCLT’s ability to vary its investment portfolio or liquidate part of its assets in response to changes ineconomic, real estate market or other conditions. CLT may be unable to sell its assets on short noticeor may be forced to give a substantial reduction in the price that may otherwise be sought for suchassets in order to ensure a quick sale. CLT may face difficulties in securing timely and commerciallyfavourable financing in asset-based lending transactions secured by real estate due to the illiquidnature of real estate assets. These factors could have an adverse effect on CLT’s financial conditionand results of operations, with a consequential adverse effect on CLT’s ability to deliver expecteddistributions to Unitholders.

CLT’s properties or any part of them may be acquired compulsorily.

The Land Acquisition Act, Chapter 152 of Singapore (the “Land Acquisition Act”) gives the SingaporeGovernment the power to acquire any land in Singapore:

• for any public purpose;

• where the acquisition is of public benefit or of public utility or in the public interest; or

• for any residential, commercial or industrial purposes.

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In the event that any of CLT’s properties are acquired compulsorily, the compensation to be awardedwould be:

• the market value of the property as at the date of the publication in the Government Gazette ofthe notification of the likely acquisition of the land (provided that within six months from the dateof publication, a declaration of intention to acquire is made by publication in the GovernmentGazette); or

• the market value of the property as at the date of publication in the Government Gazette of thedeclaration of intention to acquire.

The market value of a property (or part thereof) which is acquired by the Singapore Government maybe less than the price which CLT paid for the property.

CLT’s ability to make distributions to Unitholders may be adversely affected by increases indirect expenses and other operating expenses.

CLT’s ability to make distributions to Unitholders apart from the several circumstances set out belowcould be adversely affected if direct expenses and other operating expenses increase (save for suchexpenses which CLT is not responsible for pursuant to the triple net lease arrangements) without acorresponding increase in revenue.

Factors which could lead to an increase in expenses include the following:

• increase in property tax assessments and other statutory charges;

• change in statutory laws, regulations or government policies which increase the cost ofcompliance with such laws, regulations or policies;

• change in direct or indirect tax policies;

• increase in sub-contracted service costs;

• increase in labour costs;

• increase in repair and maintenance costs;

• increase in the rate of inflation;

• defects affecting, or environmental pollution in connection with, CLT’s properties which need to berectified;

• increase in insurance premium; and

• increase in cost of utilities.

The Gross Revenue earned from, and the value of, the CLT properties may be adversely affectedby a number of factors.

The Gross Revenue earned from, and the value of, CLT’s properties may be adversely affected by anumber of factors, including:

• the Property Manager’s ability to collect rent from the Master Lessees on a timely basis or at all;

• the amount and extent to which CLT is required to grant rental rebates to the Master Lessees;

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• defects affecting CLT’s properties which could affect the operations of end-users resulting in theinability of such end-users to make timely payments of rent or at all which in turn affect the MasterLessees’ ability to pay their rents pursuant to the Master Lease Agreements;

• the Master Lessees requesting waiver of interest on late payment of rent;

• the Master Lessees seeking the protection of bankruptcy laws which could result in delays in thereceipt of rent payments, inability to collect rental income, or delays in the termination of the lease,or which could hinder or delay the re-letting of the space in question or the sale of the relevantproperty;

• the local and international economic climate and real estate market conditions (such asoversupply of, or reduced demand for space, changes in market rental rates and operatingexpenses for CLT’s properties);

• vacancies following the expiry or termination of leases that lead to reduced occupancy rates;

• new tenancies are agreed being less favourable than those under current tenancies;

• the Manager’s ability to provide adequate management and maintenance or to purchase or put inplace adequate insurance;

• competition for users from other logistics properties;

• changes in laws and governmental regulations in relation to real estate, including those governingusage, zoning, taxes and government charges. Such revisions may lead to an increase inmanagement expenses or unforeseen capital expenditure to ensure compliance. Rights related tothe properties may also be restricted by legislative actions, such as revisions to the laws relatingto building standards or town planning laws, or the enactment of new laws related tocondemnation and redevelopment; and

• acts of God, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases,natural disasters and other events beyond the control of the Manager.

RISKS RELATING TO AN INVESTMENT IN THE UNITS

Sale or possible sale of a substantial number of Units by the Sponsor, ARA Real EstateInvestors V Limited or C&P (following the lapse of the lock-up arrangements), or theCornerstone Investors in the public market could adversely affect the price of the Units.

Following the Offering, CLT will have 632,200,000 issued Units, of which 158,092,000 Units will be heldby the Sponsor, ARA Real Estate Investors V Limited, C&P and the Cornerstone Investors. Other thanthe Cornerstone Investors (which will collectively hold 9.0% of the total number of Units in issuefollowing the Offering and are entitled to dispose of their investments in CLT upon commencement oftrading of the Units), the Sponsor, ARA Real Estate Investors V Limited and C&P are each subject tolock-up restrictions. If any of the Sponsor, ARA Real Estate Investors V Limited or C&P and/or any oftheir transferees of the Units (following the lapse of the relevant respective lock-up arrangement, orpursuant to any applicable waivers) or the Cornerstone Investors sells or is perceived as intending tosell a substantial amount of its Units, or if a secondary offering of the Units is undertaken in connectionwith an additional listing on another securities exchange, the market price for the Units could beadversely affected (see “Plan of Distribution — Lock-up Arrangements” and “Ownership of the Units”).

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The default by ARA Real Estate Investors V Limited on its obligations to subscribe for and/orpay for their Units may adversely affect the Offering.

ARA Real Estate Investors V Limited will in aggregate subscribe for 11,905,000 Units, constituting 1.9%of the Units in issue as at the Listing Date. The Units to be subscribed for by ARA Real Estate InvestorsV Limited will not be underwritten. Any failure or default by ARA Real Estate Investors V Limited tosubscribe and/or pay for their Units may result in CLT not having sufficient funds to complete theacquisition of the Properties.

CLT may not be able to make distributions to Unitholders or the level of distributions may fall.

The net operating profit earned from real estate investments depends on, among other factors,

• the amount of rental income received; and

• the level of property, operating, financing and other expenses incurred.

If the Properties do not generate sufficient net operating profit, CLT’s income, cash flow and ability tomake distributions will be adversely affected.

No assurance is given as to CLT’s ability to pay or maintain distributions. Neither is there any assurancethat the level of distributions will increase over time, that there will be contractual increases in rentunder the leases of the Properties or that the receipt of rental income in connection with expansion ofthe properties or acquisitions of properties will increase CLT’s cash flow available for distribution toUnitholders.

Market and economic conditions may affect the market price and demand for the Units.

Movements in domestic and international securities markets, economic conditions, foreign exchangerates and interest rates may affect the market price of, and demand for, the Units.

An increase in market interest rates may have an adverse impact on the market price of the Units if theannual yield on the price paid for the Units gives investors a lower return as compared to otherinvestments.

The NAV per Unit may be diluted if further issues are priced below the then current NAV per Unit.

The Trust Deed contemplates new issues of Units, the offering price for which may be above, at orbelow the then current NAV per Unit. The DPU may be diluted if new Units are issued and the use ofproceeds from such issue of Units generates insufficient cashflow to cover dilution. Where new Units,including Units which may be issued to the Manager in payment of the Manager’s management,acquisition and/or divestment fees, are issued at less than the NAV per Unit, the then current NAV ofeach existing Unit may be diluted.

The laws, regulations and accounting standards in Singapore may change.

CLT may be affected by the introduction of new or revised legislation, regulations or accountingstandards. Accounting standards in Singapore are subject to change as accounting standards in thecountry are further aligned with international accounting standards. The financial statements of CLTmay be affected by the introduction of such revised accounting standards. The extent and timing ofthese changes in accounting standards are unknown and subject to confirmation by the relevantauthorities. The Manager has not quantified the effects of these proposed changes.

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There is no assurance that these changes will not:

• have a significant impact on the presentation of CLT’s financial statements;

• have a significant impact on CLT’s results of operations;

• adversely affect the ability of CLT to make distributions to Unitholders;

• have an adverse effect on the ability of the Manager to carry out CLT’s investment strategy; or

• have an adverse effect on the operations and financial condition of CLT.

CLT may be affected by the introduction of new or revised legislation, regulations, guidelines ordirectives affecting REITs.

CLT may be affected by the introduction of new or revised legislation, regulations, guidelines ordirections affecting REITs. There is no assurance that new legislation, regulations, guidelines ordirectives will not adversely affect REITs generally or CLT specifically.

CLT may not be able to comply with the terms of the Tax Ruling or the Tax Ruling may berevoked or amended.

CLT has received the Tax Ruling from the IRAS under which tax transparency has been granted to CLTin respect of the income derived from the Properties. The Tax Transparency Treatment (as definedherein) is subject to certain terms and conditions. These include undertakings by the Trustee and theManager to take all reasonable steps necessary to safeguard the IRAS against the loss of tax as aresult of the Tax Ruling and to comply with all administrative requirements to ensure ease of taxadministration.

The Tax Ruling may be revoked either in part or in whole or its terms may be reviewed and amendedby the IRAS at any time.

If the Tax Ruling is revoked or if CLT is unable to comply with its terms, CLT will be subject to Singaporetax on its Taxable Income and the tax will be assessed on, and collected from, the Trustee, in whichcase distributions to all Unitholders will be made after tax.

If the terms of the Tax Ruling are amended, CLT may not be able to comply with the new terms imposedand this non-compliance could affect CLT’s tax transparent status and its ability to distribute its TaxableIncome free of Singapore tax deduction at source (see “Taxation — Terms and Conditions of the TaxRuling” and Appendix D, “Independent Taxation Report” for more information on the terms of the TaxRuling).

Foreign Unitholders may not be permitted to participate in future rights issues or entitlementsofferings by CLT.

The Trust Deed provides that, the Manager may, in its absolute discretion, elect not to extend an offerof Units under a rights issue to those Unitholders whose addresses, as registered with CDP, are outsideSingapore. The rights or entitlements to the Units to which such Unitholders would have been entitledwill be offered for sale and sold in such manner, at such price and on such other terms and conditionsas the Manager may determine, subject to such other terms and conditions as the Trustee may impose.The proceeds of any such sale will be paid to the Unitholders whose rights or entitlements have beenso sold, provided that where such proceeds payable to the relevant Unitholders are less than S$10.00,the Manager is entitled to retain such proceeds as part of the Deposited Property. The holding of therelevant holder of the Units may be diluted as a result of such sale.

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The actual performance of CLT and the Properties could differ materially from the forward-looking statements in this Prospectus.

This Prospectus contains forward-looking statements regarding, among others, forecast and projecteddistribution levels for the period from the Forecast Year 2010 to the Projection Year 2011. Theseforward-looking statements are based on a number of assumptions which are subject to significantuncertainties and contingencies, many of which are outside of the Manager’s control (see “ProfitForecast and Profit Projection — Assumptions”).

CLT’s revenue is dependent on a number of factors including the receipt of rent from the Propertiespursuant to the Master Lease Agreements. This may adversely affect CLT’s ability to achieve theforecast and projected distributions as events and circumstances assumed may not occur as expected,or events and circumstances may arise which are not anticipated.

While the Manager expects to meet the forecast and projected distribution levels, no assurance is giventhat the assumptions will be realised and the actual distributions will be as forecast and projected.

Property yield on real estate to be held by CLT is not equivalent to distribution yield on theUnits.

Generally, property yield depends on net property income and is calculated as the amount of revenuegenerated by the properties, less the expenses incurred in maintaining, operating, managing andleasing the properties compared against the current value of the properties.

Distribution yield on the Units, however, depends on the distributions payable on the Units as comparedwith the purchase price of the Units. While there may be some correlation between these two yields,they are not the same and will vary accordingly for investors who purchase Units at a market price thatdiffers from the price of the Units at the Offering.

Pro forma historical financial statements in relation to the Properties are not available.

The Manager is unable to prepare pro forma statements of total return and cash flow statements toshow the pro forma historical financial performance of CLT. (See “Unaudited Pro Forma Balance Sheetas at the Listing Date”.)

There are therefore no pro forma financial statements by which the past performance of any or all ofthe Properties may be judged. This will make it more difficult for investors to assess their likely futureperformance. There is no assurance that the Properties will be able to generate sufficient revenue forCLT to make distributions to Unitholders or that such distributions will be in line with those set out in“Profit Forecast and Profit Projection”.

The Manager is not obliged to redeem Units.

Unitholders have no right to request the Manager to redeem their Units while the Units are listed on theSGX-ST. Unitholders may only deal in their listed Units through trading on the SGX-ST.

The Units have never been publicly traded and the listing of the Units on the Main Board of theSGX-ST may not result in an active or liquid market for the Units.

There is no public market for the Units prior to the Offering and an active public market for the Units maynot develop or be sustained after the Offering. The Manager has received a letter of eligibility from theSGX-ST to have the Units listed and quoted on the Main Board of the SGX-ST. However, listing andquotation does not guarantee that a trading market for the Units will develop or, if a market does

45

develop, the liquidity of that market for the Units. Prospective Unitholders must be prepared to hold theirUnits for an indefinite length of time.

There is no assurance that the Units will remain listed on the SGX-ST.

Although it is intended that the Units will remain listed on the SGX-ST, there is no guarantee of thecontinued listing of the Units. CLT may not continue to satisfy the listing requirements.

Certain provisions of the Singapore Code on Take-overs and Mergers could have the effect ofdiscouraging, delaying or preventing a merger or acquisition which could adversely affect themarket price of the Units.

Under the Singapore Code on Take-overs and Mergers, an entity is required to make a mandatory offerfor all the Units not already held by it and/or parties acting in concert with it (as defined in the SingaporeCode on Take-overs and Mergers) in the event that an increase in the aggregate unitholdings of itand/or parties acting in concert with it results in the aggregate unitholdings crossing certain specifiedthresholds.

While the Singapore Code on Take-overs and Mergers seeks to ensure an equality of treatment amongUnitholders, its provisions could substantially impede the ability of Unitholders to benefit from a changein control and, as a result, may adversely affect the market price of the Units and the ability to realiseany potential change of control premium.

The price of the Units may decline after the Offering.

The Offering Price of the Units is determined by agreement between the Manager and the Joint GlobalCoordinators. The Offering Price may not be indicative of the market price for the Units upon completionof the Offering. The trading price of the Units will depend on many factors, including:

• the perceived prospects of CLT’s business and investments and the market for logistics propertiesor real estate-related assets;

• differences between CLT’s actual financial and operating results and those expected by investorsand analysts;

• changes in analysts’ recommendations or projections;

• changes in general economic or market conditions;

• the market value of CLT’s assets;

• the perceived attractiveness of the Units against those of other equity or debt securities, includingthose not in the real estate sector;

• the balance of buyers and sellers of the Units;

• the size and liquidity of the Singapore REIT market from time to time;

• any changes from time to time to the regulatory system, including the tax system, both generallyand specifically in relation to Singapore REITs;

• the ability on the Manager’s part to implement successfully its investment and growth strategies;

• foreign exchange rates; and

46

• broad market fluctuations, including increases in interest rates and weakness of equity and debtmarkets.

The issue of Units under the Offering will be at a premium to CLT’s NAV. On the Listing Date, there willbe a premium of 1.1% to the NAV per Unit.

Units may trade at prices that are higher or lower than the NAV per Unit. To the extent that CLT retainsoperating cash flow for investment purposes, working capital reserves or other purposes, theseretained funds, while increasing the value of CLT’s underlying assets, may not correspondinglyincrease the market price of the Units. Any failure to meet market expectations with regard to futureearnings and cash distributions may adversely affect the market price for the Units.

The Units are not capital-safe products. There is no guarantee that Unitholders can regain the amountinvested. If CLT is terminated or liquidated, investors may lose a part or all of their investment in theUnits.

Third parties may be unable to recover in claims brought against the Manager as the Manageris not an entity with significant assets.

Third parties, in particular Unitholders, may in future have claims against the Manager in connectionwith the carrying on of its duties as manager of CLT (including in relation to the Offering and thisProspectus).

Under the terms of the Trust Deed, the Manager is indemnified from the Deposited Property against anyactions, costs, claims, damages, expenses or demands to which it may be put as the manager of CLTunless occasioned by the fraud, gross negligence, wilful default or breach of the Trust Deed by theManager. In the event of any such fraud, gross negligence, wilful default or breach, only the assets ofthe Manager itself and not the Deposited Property would be available to satisfy a claim.

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USE OF PROCEEDS

The Manager intends to raise gross proceeds of S$417.2 million from the Offering. Including theproceeds from the ARA Units and the Cornerstone Units and taking into account the amount attributableto the Consideration Units, the gross proceeds to CLT will be S$556.3 million.

The Manager also intends to draw down from the Facilities an amount of S$191.0 million on the ListingDate.

The total cash proceeds raised from the Offering, the ARA Units and the Cornerstone Units, as well asthe amount drawn down from the Facilities will be used towards the following:

• partial payment to the Vendors for the purchase price of the Properties;

• payment of the related acquisition costs of the Properties;

• payment of issue and debt related costs; and

• working capital.

The following table, included for the purpose of illustration, sets out the intended sources andapplications of the total proceeds from the Offering, the ARA Units and the Cornerstone Units as wellas the Facilities and the amount attributable to the Consideration Units based on the Offering Price.

Sources (S$’000) Applications (S$’000)

Offering ................................................ 417,215 Acquisition of the Properties................ 713,200

Consideration Units ............................. 78,572 Transaction costs(1) ............................. 30,801

ARA Units ............................................ 10,476 Working capital .................................... 3,321

Cornerstone Units................................ 50,073

Facilities ............................................... 190,986

Total..................................................... 747,322 Total..................................................... 747,322

Note:

(1) Transaction costs include expenses incurred in relation to the Offering, the issuance of the Cornerstone Units and theFacilities, where applicable.

LIQUIDITY

As at the Listing Date, CLT will have working capital of S$3.3 million. The Manager believes that thisworking capital balance and the S$12.0 million undrawn committed RCF available to CLT will besufficient for CLT’s working capital requirements over the next 12 months following the close of theOffering.

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OWNERSHIP OF UNITS

UNITS TO BE ISSUED TO THE VENDORS OF THE PROPERTIES

On the Listing Date, separate from the Offering, the Sponsor and C&P will receive, as part of thepurchase price payable for the sale of CWT Cold Hub and C&P Changi Districentre 2 respectively, anaggregate of 89,286,000 Consideration Units constituting 14.1% of the Units in issue on the ListingDate.

PRINCIPAL UNITHOLDERS OF CLT AND THEIR UNITHOLDINGS

The total number of Units in issue immediately after completion of the Offering will be 632,200,000Units.

The following table sets out the principal Unitholders of CLT and their unitholdings immediately uponcompletion of the Offering:

Units owned after the Offering(’000) (%)

CWT Direct 77,381 12.2

Deemed — —

Total 77,381 12.2

ARA Direct — —

Deemed(1) 11,905 1.9

Total 11,905 1.9

C&P Direct 11,905 1.9

Deemed(2) 77,381 12.2

Total 89,286 14.1

Cornerstone Investors JF Asset Management Limited(3) 41,000 6.5

Morgan Stanley InvestmentManagement Company(4)

15,901 2.5

Total 56,901 9.0

Public and institutional investors(5) 474,108 75.0

Notes:

(1) ARA is deemed to be interested in the 11,905,000 Units held by ARA Real Estate Investors V Limited, an indirectwholly-owned subsidiary of ARA. As 36.5% of the entire issued share capital of ARA is directly held by JL Investment GroupLimited as at the Latest Practicable Date, JL Investment Group Limited is deemed to be interested in the 11,905,000 Unitsheld by ARA Real Estate Investors V Limited. As one of the Directors, Mr Lim Hwee Chiang, John wholly owns JL InvestmentGroup Limited and has a 0.24% direct interest in ARA, he is deemed to be interested in the 11,905,000 Units held by ARAReal Estate Investors V Limited.

(2) C&P is deemed to be interested in the 77,381,000 Units held by CWT as C&P directly holds 35.9% of CWT’s total issuedcapital as at the Latest Practicable Date. As C&P is majority-owned by Loi Kai Meng (Pte.) Limited (“LKMPL”), Stanley LiaoPrivate Limited (“SLPL”) and Lim Soo Seng (Pte.) Limited (“LSSPL”), each of whom owns more than 20% of the entireissued share capital of C&P as at the date of this Prospectus, LKMPL, SLPL and LSSPL are each deemed to be interestedin C&P’s direct interest in 11,905,000 Units. As Mr Loi Kai Meng has a controlling interest in LKMPL, he is deemed to beinterested in C&P’s direct interest in 11,905,000 Units.

(3) JF Asset Management Limited is acting in its capacity as agent or investment manager on behalf of the accounts of its orits affiliates’ various underlying clients or funds.

(4) Morgan Stanley Investment Management Company is acting in its capacity as investment manager for its client accountsand that of its affiliates. The clients that Morgan Stanley Investment Management Company is acting for includes funds andinstitutions.

(5) Includes the Reserved Units but excludes Cornerstone Units.

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MORATORIUM

The Sponsor, C&P and the C&P Ultimate Shareholders, ARA and ARA Real Estate Investors V Limitedhave each agreed to (i) a lock-up arrangement during the First Lock-up Period in respect of its/hiseffective interest in the Sponsor Units, the C&P Units and all of the ARA Units respectively, and (ii) alock-up arrangement during the Second Lock-up Period in respect of its/his effective interest in 50.0%of the relevant Lock-up Units, subject to certain exceptions. The Relevant C&P Shareholders haveagreed to provide a lock-up undertaking during (i) the First Lock-up Period in respect of all of theRelevant C&P Shareholder Lock-up Units and (ii) the Second Lock-up Period in respect of 50.0% of theRelevant C&P Shareholder Lock-up Units.

The Manager has also undertaken not to offer, issue or contract to issue any Units, or make anyannouncements in connection with any of the foregoing transactions, during the First Lock-Up Period,subject to certain exceptions.

(See “Plan of Distribution — Lock-up Arrangements”.)

RESERVED UNITS

14,000,000 Units have been reserved under the Public Offer for subscription by the directors,management, employees and business associates of the Sponsor, ARA Asset Management Limitedand their subsidiaries. (See “Plan of Distribution”.)

SUBSCRIPTION BY ARA

At the same time with, but separate from the Offering, ARA Real Estate Investors V Limited, an indirectwholly-owned subsidiary of ARA, has entered into a subscription agreement to subscribe for11,905,000 Units at the Offering Price, conditional upon the Underwriting Agreement having beenentered into, and not having been terminated, pursuant to its terms on or prior to Settlement Date.

SUBSCRIPTION BY THE CORNERSTONE INVESTORS

Concurrently with, but separate from the Offering, each of the Cornerstone Investors has entered intoa subscription agreement to subscribe for an aggregate of 56,901,000 Units at the Offering Price,conditional upon the Underwriting Agreement having been entered into, and not having beenterminated, pursuant to its terms on or prior to Settlement Date.

Information on the Cornerstone Investors

JF Asset Management Limited

JF Asset Management Limited is a company incorporated in Hong Kong (previously under the name ofJardine Fleming Investment Management Limited) and is a member of the J.P. Morgan AssetManagement group of companies. Since the establishment of its Hong Kong business in 1974 it hasbeen serving retail and institutional investors across the region and is widely regarded as one of theleaders in the Asia Pacific region specialising in providing access to the region’s diverse markets. Inaddition, the firm also provides clients in the region with access to J.P. Morgan Asset Management’sextensive range of international equity, fixed income, balanced and alternative investment products.J.P. Morgan Asset Management and it’s affiliate and subsidiary businesses, including JF AssetManagement Limited, is one of the largest asset managers, managing a total of US$1.2 trillion in assetsglobally as at 31 December 2009.

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Morgan Stanley Investment Management Company

Morgan Stanley Investment Management Company is a company incorporated in Singapore and is awholly owned subsidiary of Morgan Stanley. Morgan Stanley Investment Management Companymanages and invests on behalf of client accounts of Morgan Stanley Investment Company and that ofits affiliates. As at 31 December 2009, Morgan Stanley Investment Management Company and itsaffiliates worldwide managed and supervised US$276 billion in assets for institutional and retailinvestors globally.

SUBSCRIPTION BY THE DIRECTORS

The directors of the Manager may subscribe for Units under the Public Offer and/or the PlacementTranche. Save for the Manager’s internal policy which prohibits the directors of the Manager fromdealing in the Units at certain times (see “The Manager and Corporate Governance” for further details),there is no restriction on the directors of the Manager disposing of or transferring all or any part of theirunitholdings.

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DISTRIBUTIONS

CLT’s distribution policy is to distribute 100.0% of CLT’s Taxable Income and tax-exempt income, if any(after deduction of applicable expenses) for the period from the Listing Date to 31 December 2011.Thereafter, CLT will distribute at least 90.0% of its Taxable Income and tax-exempt income, comprisingsubstantially its income from the letting of its properties and related property maintenance servicesincome (if any) after deduction of allowable expenses, and insignificant interest income from theplacement of periodic cash surpluses in bank deposits. The actual level of distribution will bedetermined at the Manager’s discretion. Assuming that the Taxable Income and tax-exempt income forthe financial year ending 2012 is the same as the Taxable Income and tax-exempt income for theProjection Year 2011, if CLT distributes only 90.0% of the Taxable Income and tax-exempt income forthe financial year ending 2012, the amount of distributions to Unitholders for the financial year ending2012 will be less than the amount distributed for the Projection Year 2011. The actual proportion ofTaxable Income and tax-exempt income distributed to Unitholders beyond 31 December 2011 may begreater than 90.0% to the extent that the Manager believes it to be appropriate, having regard to CLT’sfunding requirements, other capital management considerations and the overall stability ofdistributions. Distributions, when made, will be in Singapore dollars.

After CLT is admitted to the Main Board of the SGX-ST, it will make distributions to Unitholders on aquarterly basis, with the amount calculated as at 31 March, 30 June, 30 September and 31 Decembereach year for the three-month period ending on each of the said dates. CLT’s first distribution after theListing Date will be for the period from the Listing Date to 30 September 2010 and will be paid by theManager on or before 29 November 2010. Subsequent distributions will take place on a quarterly basis.Under the Trust Deed, the Manager is required to pay distributions no later than 60 days after the endof each distribution period. In the event that there are gains arising from disposals of its assets, and onlyif such gains are surplus to the business requirements and needs of CLT and its taxability or otherwiseconfirmed by the IRAS, the Manager may, at its discretion, direct the Trustee to distribute such gains.Such gains, if not distributed, will form part of the Deposited Property.

CLT’s primary source of liquidity for the funding of distributions, servicing of debt, payment ofnon-property expenses and other recurring capital expenditure will be the receipts of rental income andborrowings.

Under the Property Funds Appendix, if the Manager declares a distribution that is in excess of profits,the Manager should certify, in consultation with the Trustee, that it is satisfied on reasonable groundsthat, immediately after making the distribution, CLT will be able to fulfil, from the Deposited Property,the liabilities of CLT as they fall due. The certification by the Manager should include a description ofthe distribution policy and the measures and assumptions for deriving the amount available to bedistributed from the Deposited Property. The certification should be made at the time the distribution isdeclared.

(See “Taxation” for further details.)

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CAPITALISATION

The following table sets forth the pro forma capitalisation of CLT as at the Listing Date and afterapplication of the total proceeds from the Offering. The information in the table below should be readin conjunction with “Use of Proceeds”.

Based onOffering Price

S$’000

Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,986

Units in issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 556,336

Total capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 747,322

INDEBTEDNESS

CLT has in place committed four-year secured transferable loan facilities of up to S$225.3 millioncomprising a TLF of up to S$200.3 million and a S$25.0 million RCF, from Macquarie (Asia) Pte. Ltd.,Standard Chartered Bank and DBS secured by a legal mortgage over the Properties1, maturing in fouryears from the date of the first drawdown. Interest on each of the TLF and RCF is based on the relevantSingapore dollar swap offer rate plus a margin of 2.3% per annum.

S$191.0 million of the Facilities is expected to be drawn down on the Listing Date to part finance theacquisition of the Properties.

1 Based on the maximum loan amount of S$225.3 million and the average valuation of the Properties of S$729.9 million, theFacilities are 2.2 times over-collaterised.

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The Manager is unable to prepare pro forma statements of total return, cash flow statements andbalance sheets to show the pro forma historical financial performance of CLT as:

• the Properties will be leased to the Master Lessees from the completion date of the sale andpurchase of the Properties. If historical pro forma financial information is prepared based on theterms of the master lease agreements to be entered into between the Master Lessees and CLT,such information will not reflect the historical financial results and position of CLT with respect tothe Properties. Assumptions and bases which are prospective in nature would need to be madeif CLT is to assume that such arrangements were in place throughout the period covered by thepro forma financial information. As such, the Manager believes that such historical pro formafinancial information will be of little value to investors in deciding whether to acquire the Units;

• the Properties were held by the Vendors in conjunction with the other assets belonging to theVendors or in SPVs. Property expenses such as marketing, administration, property managementand insurance are attributed/allocated by the Vendors and would not reflect the actual expensesincurred by the Properties. In addition, the operating structure will have changed substantiallyfrom the Vendors to CLT. The expenses incurred by the Vendors include expenses in connectionwith their overall business operations and these expenses are not separated in the Vendor’sfinancial accounts;

• the ownership structure of the Properties and the capital structure of the holding entity will havechanged substantially from the Vendors to CLT. The operating and financing expenses to beincurred by CLT may differ substantially from those incurred by the Vendors historically.Accordingly, the pro forma financial information prepared, particularly the statements of totalreturn and cash flow statements, may not be reflective of what the historical total return and cashflows of CLT might have been;

• CWT Commodity Hub which accounts for (i) 49.0% of the forecast gross revenue of CLT for theperiod from the Forecast Year 2010 and (ii) 59.5% of the total GFA of the Initial Portfolio, was onlyfully completed in October 2009. As such:

— there will be limited operating records of CWT Commodity Hub at the time of the Offering;and

— given that CWT Commodity Hub was completed in phases while CLT will be acquiring CWTCommodity Hub only on completion of the annex to CWT Commodity Hub, assumptions willneed to be arbitrarily made in relation to acquisition costs that will be incurred on completionof each phase. Such assumptions will also impact financing and trust expenses (such asmanagement and trust fees) which will not provide investors with a meaningfulrepresentation of the performance of the Initial Portfolio.

Given that a significant portion of the revenue and value of the Initial Portfolio will come from CWTCommodity Hub, the historical pro forma financial information will not provide investors with ameaningful representation of performance of the Initial Portfolio and as such will not be useful forinvestors as a guide to CLT’s future performance;

• based on information provided by the Vendors, approximately 6% and 17% of contracted spaceof the Initial Portfolio as at 31 December 2008 and 3 December 2009, respectively, does not havean identified rental income component; and

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• notwithstanding that there is an identifiable rental income component on the remainingcontractable space of the Properties, the Manager believes that the attributable rental incomeearned from end-users with bundled services may not be reflective of the true rental income fromthose agreements. Prior to the acquisitions by CLT, the Vendors’ revenues are derived primarilyfrom bundled packages comprising rental agreements and service agreements. The rentalincome component is often cross subsidised by the services component and vice-versa. Hence,pro forma adjustments to rental revenues would have to be made to arrive at the rental ratesreflective of market and such adjustments would not be consistent with the guidance in SingaporeStatement of Auditors Practice (SSAP) 24 “Auditors and Public Offering Documents” and wouldbe seen as misleading.

For the reasons stated above, the SGX-ST has granted CLT a waiver from the requirement to preparehistorical pro forma statements of total return, cash flow statements and balance sheets, subject to theinclusion of the following in this Prospectus:

• an unaudited pro forma balance sheet below setting out the assets and liabilities of CLT as of theListing Date (the “Unaudited Pro Forma Balance Sheet”), upon completion of the Offering andacquisition of the Properties;

• a profit forecast for the full financial year from 1 January 2010 to 31 December 2010 (the“Forecast Year 2010”) and a profit projection for the full financial year from 1 January 2011 to 31December 2011 (the “Projection Year 2011”); and

• full disclosure on the reasons why historical pro forma financial information for the latest threefinancial years cannot be provided and the waivers granted.

The Unaudited Pro Forma Balance Sheet has been prepared on the basis of the assumptionsand accounting policies set out in Appendix C, “Unaudited Pro Forma Balance Sheet as at theListing Date”. The Unaudited Pro Forma Balance Sheet should be read together with theseassumptions and accounting policies.

The objective of the Unaudited Pro Forma Balance Sheet is to illustrate what the financial position ofCLT might be at the Listing Date, on the basis as described above. However, the Unaudited Pro FormaBalance Sheet is not necessarily indicative of the actual financial position that would have beenattained by CLT on the Listing Date. The Unaudited Pro Forma Balance Sheet, because of its nature,may not give a true picture of CLT’s financial position.

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As at Listing Date(1)

(S$’000)

Non-current assets

Investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 729,900

Current assets

Other receivables(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,081

8,237

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,137


Borrowings(3) . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . 184,490

Current liabilities

Income received in advance(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,916

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,406

Net assets attributable to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731

Represented by:

Unitholders’ funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 548,731

Units in issue (’000)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 632,200

NAV per Unit (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.87

Notes:

(1) Based on the Offering Price of S$0.88 per Unit.

(2) GST claimable on the Offering’s transaction cost, assuming that the costs are invoiced to CLT no earlier than six monthspreceding CLT’s GST registration date.

(3) Comprises principal amount of borrowings of S$191.0 million, after deducting unamortised capitalised debt upfront fees ofS$6.5 million.


(5) “Units in issue” refers to the number of Units in issue immediately after the completion of the Offering.

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PROFIT FORECAST AND PROFIT PROJECTION

Statements contained in the Profit Forecast and Profit Projection section that are not historical factsmay be forward-looking statements. Such statements are based on the assumptions set forth in thissection of the Prospectus and are subject to certain risks and uncertainties which could cause actualresults to differ materially from those forecasted and projected. Under no circumstances should theinclusion of such information herein be regarded as a representation, warranty or prediction withrespect to the accuracy of the underlying assumptions by any of CLT, the Manager, the Trustee, theJoint Global Coordinators, the Issue Managers, the Sponsor or any other person, nor that these resultswill be achieved or are likely to be achieved. (See “Forward-looking Statements” and “Risk Factors”.)Investors in the Units are cautioned not to place undue reliance on these forward-looking statementswhich are made only as of the date of this Prospectus.

None of CLT, the Manager, the Trustee, the Joint Global Coordinators, the Issue Managers or theSponsor guarantees the performance of CLT, the repayment of capital or the payment of anydistributions, or any particular return on the Units. The forecast and projected yields stated inthe following table are calculated based on:

• the Offering Price; and

• the assumption that the Listing Date is 1 January 2010.

Such yields will vary accordingly if the Listing Date is after 1 January 2010, or for investors whopurchase Units in the secondary market at a market price that differs from the Offering Price.

The following table shows CLT’s forecast and projected Statements of Total Return for the ForecastYear 2010 and the Projection Year 2011. The financial year end of CLT is 31 December. The Forecastand Projection may be different to the extent that the actual date of issuance of Units is other than 1January 2010, being the assumed date of the issuance of Units for the Offering. The Forecast andProjection are based on the assumptions set out below and have been examined by the IndependentReporting Accountants, being KPMG LLP, and should be read together with the report set out inAppendix A, “Independent Accountants’ Report on the Profit Forecast and Profit Projection”, as well asthe assumptions and the sensitivity analysis set out in this section of the Prospectus.

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Forecast and Projected Statements of Total Return

The forecast and projected statements of total return are as follows:

Forecast Year2010

Projection Year2011

(S$’000) (S$’000)Gross revenue 58,996 59,881

Property expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,558) (1,595)

Net Property Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,438 58,286

Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 1

Finance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,100) (8,270)

Manager’s management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,537) (4,533)

Trustee’s fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (221) (220)

Other trust expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (997) (1,007)

Net Income before tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,587 44,257

Change in fair value of investment properties(1) . . . . . . . . . . . . . . . . 16,700 —

Total return before tax and distribution . . . . . . . . . . . . . . . . . . 59,287 44,257

Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —

Total return after tax attributable to Unitholders beforedistribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,287 44,257

Distribution adjustments(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,747) 5,247

Income available for distribution . . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504

Distribution ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100% 100%

Distributable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,540 49,504

Weighted average Units entitled to distribution (’000)(3) . . . . . . . . . . . 634,133 637,998

DPU (cents). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76

Issue Price (S$) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.88 0.88

Distribution yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.70% 8.82%

Notes:(1) The Properties have been revalued on the Listing Date to the average of their independent appraisal values assessed by

CBRE and Knight Frank as at 31 October 2009 of S$729.9 million.(2) Comprise the portion of management fees paid in Units, amortisation of capitalised debt upfront fees incurred on Facilities,

gain on revaluation of the Properties and other expenses which are non-deductible for tax purposes.(3) Includes Units to be issued in partial payment of management fees, which are assumed to be issued at the Offering Price.

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Gross Revenue and Net Property Income Contribution of Individual Properties

The forecast and projected contribution of each of the Properties to Gross Revenue is as follows:

Forecast Year 2010 Projection Year 2011

(S$’000) (%) (S$’000) (%)

CWT Commodity Hub . . . . . . . . . 28,930 49.0% 29,363 49.0%

CWT Cold Hub. . . . . . . . . . . . . . 9,848 16.7% 9,996 16.7%

Schenker Megahub. . . . . . . . . . . 7,391 12.5% 7,502 12.5%

C&P Changi Districentre . . . . . . . 6,120 10.4% 6,212 10.4%

Hi-Speed Logistics Centre . . . . . . 5,181 8.8% 5,259 8.8%

C&P Changi Districentre 2 . . . . . . 1,526 2.6% 1,549 2.6%

Total . . . . . . . . . . . . . . . . . . . . 58,996 100.0% 59,881 100.0%

As the rental is charged on a triple net lease basis, the property operating expense incurred by CLT isthe property management fee and reimbursable expenses. The forecast and projected contribution ofeach of the Properties to Net Property Income is as follows:


(S$’000) (%) (S$’000) (%)

CWT Commodity Hub . . . . . . . . . 28,166 49.0% 28,583 49.0%

CWT Cold Hub. . . . . . . . . . . . . . 9,589 16.7% 9,729 16.7%

Schenker Megahub. . . . . . . . . . . 7,196 12.5% 7,302 12.5%

C&P Changi Districentre . . . . . . . 5,958 10.4% 6,046 10.4%

Hi-Speed Logistics Centre . . . . . . 5,044 8.8% 5,119 8.8%

C&P Changi Districentre 2 . . . . . . 1,485 2.6% 1,507 2.6%

Total . . . . . . . . . . . . . . . . . . . . 57,438 100.0% 58,286 100.0%

ASSUMPTIONS

The Manager has prepared the Forecast and Projection on the following assumptions based on theOffering Price. The Manager considers these assumptions to be appropriate and reasonable as at thedate of this Prospectus. However, investors should consider these assumptions as well as the Forecastand Projection and make their own assessment of the future performance of CLT.

Gross Revenue

Gross Revenue comprises rental income from the Properties. CLT will receive rental income from theMaster Lessees paid monthly in advance under the terms of the Master Lease Agreements. The MasterLease Agreements are structured on a triple net basis and, together with the CWT Commodity HubIndividual Lease Agreements, are for contracted lease terms ranging from 5.0 to 10.0 years.Accordingly, there are no leases due for renewal during the Forecast Year 2010 and the Projection Year2011.

(See “Certain Agreements Relating to Cache Logistics Trust and the Properties” for further detail inrespect of the rental income and agreed rental escalations.)

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Property Expenses

Property expenses comprise property management fee, lease management fee and reimbursableexpenses payable to the Property Manager. Under the terms of the respective Master LeaseAgreements, all other property operating expenses are borne by the Master Lessees.

The Property Manager’s Fees are estimated based on the following:

Property Management Fee

Under the Property Management Agreement (as defined herein), the Property Manager will receivefrom CLT, a fee of 2.0% per annum of the Gross Revenue of each property for the provision of propertymanagement services.

Lease Management Fee

Under the Property Management Agreement, the Property Manager will also receive from CLT, a feeof 1.0% per annum of the Gross Revenue of each property for the provision of lease managementservices.

The Property Manager has agreed to waive lease management fees in relation to the Initial Portfolio forthe first three years of the initial contracted lease, and therefore no lease management fees areassumed to be payable for the Forecast Year 2010 and the Projection Year 2011.

Manager’s Management Fees

The Manager is entitled, under the Trust Deed, to a management fee comprising:

• a Base Fee of 0.5% per annum of the value of the Consolidated Assets; and

• a Performance Fee of 1.5% per annum of Net Property Income.

The Manager’s management fees are payable in the form of cash and/or Units as the Manager mayelect, except that where the issue price (which is equal to the Market Price) of each Unit is at a discountof at least 20.0% to the NAV per Unit, the Manager has committed, for the Forecast Year 2010 and theProjection Year 2011, to receive the fees wholly in cash. The Manager has assumed such market priceto be S$0.88, which is the Offering Price. It has been assumed that 75.0% of the Base Fee andPerformance Fee in respect of the Properties for the Forecast Year 2010 and the Projection Year 2011is payable in Units, with the remainder of the Base Fee and Performance Fee payable in cash.

The portion of such management fees that is payable in cash shall be payable monthly in arrears andthe portion that is payable in Units shall be payable quarterly in arrears.

When paid in the form of Units, the Manager shall be entitled to receive such number of Units as maybe purchased with the relevant amount of the management fee attributable to the relevant period at anissue price equal to the Market Price.

Trustee’s Fee

The Trustee’s fee is currently 0.03% per annum of the value of the Deposited Property, subject to aminimum of S$15,000 per month (maximum of 0.25% per annum of the value of the DepositedProperty), excluding out-of-pocket expenses and GST. The Trustee’s fee is accrued daily and paid

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monthly in arrears in accordance with the Trust Deed. The actual fee payable will be determinedbetween the Manager and the Trustee from time to time. The Trustee will also be paid a one-timeinception fee of S$50,000.

Other Trust Expenses

Other trust expenses comprise recurring operating expenses such as annual listing fees, auditing andtax advisers’ fees, registry fees, valuation costs, costs associated with the preparation and distributionof reports to Unitholders, investor communication costs, security agent fees, debt facility agent fees andother miscellaneous expenses.

In assessing these amounts, the Manager has considered factors likely to influence the level of thesefees, charges and costs including the Manager’s estimates of CLT’s market capitalisation, gross assets,number of Unitholders, property values and rate of inflation.

Finance Income

It has been assumed that CLT will earn interest on its cash at the rate of 0.30% per annum, calculatedquarterly, for both the Forecast Year 2010 and the Projection Year 2011.

Finance Expense

For the Forecast Year 2010 and the Projection Year 2011, it is assumed that borrowing costs will be theonly finance expense incurred by CLT. The Manager has in place up to S$225.3 million of Facilities. Asat the Listing Date, the facility size and drawdown of the TLF will be S$178.0 million. The facility sizeof the RCF is S$25.0 million, of which S$13.0 million is expected to be drawn down on the Listing Date.The Manager has fixed the base interest rate for S$160.0 million of the TLF for the Forecast Year 2010and the Projection Year 2011. The assumed effective interest rate (inclusive of upfront fee capitalisedat 0.8% per annum and margin) of the Facility for the Forecast Year 2010 and the Projection Year 2011is 4.5% per annum.

Capital Expenditure

Under the Master Leases, CLT will be responsible for capital expenditure in relation to structuralrepairs, replacement of structural parts of the Properties and replacement of mechanical and electricalitems.

According to building audits commissioned prior to the Latest Practicable Date, the Manager expectsthat capital expenditure during the Forecast Year 2010 and the Projection Year 2011 will be as follows:


(S$’000) (S$’000)

Capital Expenditure. . . . . . . . . . . . . . . . . . . . . . . 770 935

Distribution Reinvestment Arrangement

The Trust Deed allows the Manager, in certain circumstances, the option of activating an arrangementwhere Unitholders may elect to re-invest all or part of their distribution entitlement in return for an issueof additional Units in CLT.

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The Manager has assumed that it will not activate the distribution reinvestment arrangement during theForecast Year 2010 and the Projection Year 2011. This assumption does not, however, preclude theManager from exploring the implementation of such a distribution reinvestment arrangement prior to 31December 2011.

Issue Costs

The costs associated with the Offering will be paid for by CLT. These costs are deducted directly fromUnitholders funds and have no impact on income distributions.

Properties

CLT will be entitled to the income from the Properties from the Listing Date. The Properties have beenrevalued to the average of their independent appraisal values as at 31 October 2009 of S$729.9 million.Thereafter, it is assumed that the Properties will be revalued annually.

For the purpose of the Forecast and Projection, the Manager has assumed an increase in the value ofthe Properties only to the extent of the budgeted capital expenditure as set out in “Profit Forecast andProject Projection — Assumptions — Capital Expenditure”.

Any subsequent write-down of the values of the Properties will not affect the forecast and projecteddistributions per Unit for the Forecast Year 2010 and the Projection Year 2011 because CLT’sdistributions are based on Taxable Income, which excludes appreciation and depreciation uponrevaluation of the Properties.

Accounting Standards

The Manager has assumed that there will be no change in the applicable accounting standards or otherfinancial reporting requirements that may have a material effect on the forecast or projected net income.

Other Assumptions

The Manager has made the following additional assumptions in preparing the Forecast and Projection:

(i) the property portfolio of CLT remains unchanged during the Forecast Year 2010 and theProjection Year 2011;

(ii) no further capital raisings will be done by CLT during the Forecast Year 2010 and the ProjectionYear 2011;

(iii) the security provided in the form of cash or banker’s guarantee is sufficient to cover any bad debtsthat may arise during the Forecast Year 2010 and the Projection Year 2011, and that no allowancefor doubtful receivables is required;

(iv) the Facilities are available for the Forecast Year 2010 and the Projection Year 2011;

(v) all the Master Lease Agreements in relation to the Properties are enforceable and will beperformed in accordance with their terms during the Forecast Year 2010 and the Projection Year2011;

(vi) any defects identified by building audits commissioned have been rectified by the Vendors priorto the Listing Date;

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(vii) the GST charged on issue expenses will be recovered in the quarter immediately following whenthey are incurred;

(viii) there will be no material changes in the applicable taxation regime for the Forecast Year 2010 andthe Projection Year 2011;

(ix) the Tax Ruling remains in force for the Forecast Year 2010 and the Projection Year 2011;

(x) 100.0% of CLT’s Taxable Income and tax-exempt income, if any (after deduction of applicableexpenses) is distributed; and

(xi) there is no change in fair value of any other financial derivatives instrument entered into by CLTthroughout the Forecast Year 2010 and the Projection Year 2011.

SENSITIVITY ANALYSIS

The forecast and projected distributions included in this Prospectus are based on a number ofassumptions that have been outlined above. The forecast and projected distributions are also subjectto a number of risks as set out in “Risk Factors”.

Investors should be aware that future events cannot be predicted with any certainty and deviations fromthe figures forecast or projected in this Prospectus are to be expected. To assist investors in assessingthe impact of these assumptions on the profit forecast and profit projection, a series of tablesdemonstrating the sensitivity of the DPU to changes in the principal assumptions are set as follows.

The sensitivity analysis is intended to provide a guide only and variations in actual performance couldexceed the ranges shown. Movement in other variables may offset or compound the effect of a changein any variable beyond the extent shown.

Gross Revenue

Changes in Gross Revenue will impact the Net Property Income of CLT and, consequently, the DPU.

As all the Properties are fully leased and committed under the Master Lease Agreements, it is expectedthat there will be no change from the Gross Revenue set out earlier in this section for both the ForecastYear 2010 and the Projection Year 2011, and consequently there will be no changes to DPU for boththe Forecast Year 2010 and the Projection Year 2011.

Property Expenses

Changes in property expenses which comprise property management fee, lease management fee andreimbursable expenses will impact the Net Property Income of CLT and, consequently, the DPU.

Property management fees and lease management fees are a direct function of Gross Revenue andwill only change if Gross Revenue changes. It is expected that there will be no change to the GrossRevenue set out earlier in this section for both the Forecast Year 2010 and the Projection Year 2011.

It is expected that reimbursable expenses for both the Forecast Year 2010 and the Projection Year 2011will not be material.

As the Master Leases are on a triple net basis, whereby the Master Lessees are responsible forongoing property operating expenses, it is expected that there will be no other property expensesincurred for both the Forecast Year 2010 and the Projection Year 2011.

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Borrowing Costs

Changes in borrowing costs will affect the net income of CLT and consequently, the DPU. The effect offluctuations in borrowing costs on DPU is as follows:

Forecast Year2010

Projection Year2011

(cents) (cents)Borrowing cost 25 basis points below base case 7.73 7.83

Base case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76

Borrowing cost 25 basis points above base case . . . . . . . . . . . . . . . 7.58 7.69

Manager’s Management Fee

Assuming that the Manager’s management fees were fully paid in cash for the Forecast Year 2010 andthe Projection Year 2011, the impact on the DPU would be as follows:

Forecast Year2010

Projection Year2011

(cents) (cents)

Base case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.65 7.76

100% of the Manager’s Management Fee is paid in cash . . . . . . . . . 7.14 7.29

Difference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.51 0.47

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STRATEGY

INVESTMENT POLICY

CLT is a Singapore-based REIT established principally to invest in income-producing real estate usedfor logistics purposes in Asia-Pacific, as well as real estate-related assets.

Under the Listing Manual, the investment policy of CLT must be adhered to for at least three yearsfollowing the Listing Date, unless otherwise agreed by Unitholders by Extraordinary Resolution.

KEY OBJECTIVES

The Manager’s key objectives are to achieve regular and stable distributions and long-term growth inDPU and NAV per Unit, while maintaining an appropriate capital structure so as to provide a competitiveinvestment return to Unitholders.

INVESTMENT STRATEGIES

To achieve the objectives, the Manager’s strategy includes:

• Acquisition Growth Strategy: The Manager will pursue acquisition opportunities that provideattractive cash flows and yields relative to CLT’s weighted average cost of capital, andopportunities for future income and capital growth.

• Active Asset Management Strategy: The Manager will work with the Master Lessees and othersto mitigate re-leasing risks and to grow organically, thereby increasing the yield of the Propertiesand, correspondingly, the NAV per Unit.

• Focused Development Strategy: Within the limits of the Property Funds Appendix, the Managerwill prudently undertake development activity when appropriate opportunities arise whilemitigating construction and leasing risks.

• Capital and Risk Management Strategy: The Manager will endeavour to employ an appropriatemix of debt and equity in financing acquisitions, and utilise interest rate and currency hedgingstrategies where appropriate.

• Divestment Strategy: The Manager will free up capital for re-deployment as and whenappropriate.

Acquisition Growth Strategy

The Manager will pursue acquisition opportunities that provide attractive cash flows and yields relativeto CLT’s weighted average cost of capital, and opportunities for future income and capital growth.

The Manager believes that CLT has the following characteristics that will enable it to pursue acquisitionopportunities:

• an Initial Portfolio, independently valued at an average of S$729.9 million, that forms a sufficientlystrong base to support further acquisitions of logistics-type properties;

• a sufficiently wide mandate to principally invest in income-producing real estate used for logisticspurposes, as well as real estate-related assets;

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• a conservative capital structure with a low initial Aggregate Leverage of 25.9%, thereby providingCLT with sufficient debt headroom to fund future acquisitions;

• CWT’s expertise, experience and knowledge of the logistics and warehousing markets inSingapore and the Asia-Pacific region;

• ARA’s extensive experience, track record and network in the real estate sector will enable theManager to respond quickly to acquisition opportunities;

• the CWT ROFR and the C&P ROFR (see “Strategy — Investment Strategies — AcquisitionGrowth Strategy — Right of First Refusal” for further details);

• the Manager’s strong relationships with property brokers and institutional and other propertyowners in Singapore and the Asia-Pacific region; and

• closer relationships with owner-occupiers who are moving away from asset ownership.

Investment Criteria

In evaluating acquisition opportunities, the Manager will focus primarily on the following investmentcriteria:

• Location

Generally, the Manager will evaluate potential acquisitions — targeting quality locations withconvenient access to major transportation networks.

• Occupancy and tenant characteristics

Invest in properties with good quality existing tenants or with the potential for higher rentals andpotential for high tenant retention rates, relative to comparable properties in their respectivemicro-markets, and taking into account the following:

— tenant credit quality (probability and materiality of potential bad debt);

— rental rates and occupancy trends to estimate rental income and occupancy rates goingforward;

— impact of an acquisition on the entire portfolio’s profile with respect to the specific tenant, thetenant’s business sector and lease expiry; and

— niche asset positioning (such as for example CWT Cold Hub) where specific supply is limitedand the barriers to entry are high.

• Regional diversification

While Singapore will continue to account for the majority of the assets in the short term, themedium and longer term strategy is to pursue opportunities in the Asia-Pacific region in order toenhance the geographical spread and tenant base.

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In assessing overseas acquisitions, the Manager will consider a number of factors, including:

Related risks

— sovereign risks (such as, political stability, business environment, law and order);

— currency risks (such as, currency volatility);

— market risks (such as, property price and rental yield volatility, industry regulation andinfrastructure);

— asset-specific risks;

Value-adding opportunities

— acquire properties with opportunities to increase occupancy rates and enhance valuethrough pro-active asset and property management;

— the potential to add-value through selective capital expenditure or other asset enhancementinitiatives;

Building and facilities specifications

— acquire buildings with good quality specifications with due consideration for age and qualityof maintenance; and

— perform and rely on proper due diligence reports submitted by independent experts relatingto structural soundness of the building, maintenance, repairs and capital expenditurerequirements and encroachment of site boundaries.

Acquisition Process

The Manager has put in place a rigorous process for the assessment of acquisition opportunities,incorporating:

• a research-driven investment approach focusing on, among others things:

— national macroeconomic outlook;

— analysis of the relevant real estate market (including the forecast level of supply anddemand, vacancy and rental); and

— detailed asset analysis of the location, tenant profile, risks and asset enhancementopportunities;

• the completion of detailed physical, legal, tax and accounting due diligence prior to the completionof any acquisition to ensure all risks have been properly assessed;

• independent valuation(s) to support the purchase price; and

• detailed analysis of, among other things, the impact of a proposed acquisition on distributions andNAV per Unit and earnings growth prospects.

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Right of First Refusal

To demonstrate its support for the growth of CLT, each of the Sponsor and C&P has granted the CWTROFR and the C&P ROFR, respectively, to CLT, subject to certain conditions, which provide CLT withaccess to future acquisition opportunities of income-producing properties located in Singapore,Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan, Japan,Korea, Australia and New Zealand. As at 31 December 2009, there are 11 properties (totalling 2.2million sq ft of GFA) currently owned by the Sponsor in Singapore and China which are subject to theCWT ROFR1, and two income-producing properties (totalling over 723,651 sq ft of GFA) currentlyowned by C&P in Singapore which are subject to the C&P ROFR. Apart from C&P Hub 3, the other 12properties are not subject to any existing right of first refusals.

The table below sets out the information of some of the properties currently owned by the Sponsor andC&P, and which are presently subject to the CWT ROFR and the C&P ROFR, respectively.

Name Location DescriptionGFA

(sq ft) Land TenureCompletion

Date

CWT Properties

CWT LogisticsHub 3

Singapore Five-storey ramp-upwarehouse underdevelopment

834,430 30 years from 1 July2009 + 10 years

SecondQuarter 2011

CWT LogisticsHub 1

Singapore Two-storey ramp-upwarehouse

375,233 30 years from1 November 2005 +14 years

January 2007

JinshanDistricentre

Jinshan,Shanghai,PRC

Single storeyDangerous Goodswarehousing facility

145,815 50 yearscommencing June2006 from JinshanGovernment

September2007

CWT TianjinLogistics Hub(Phase 1)

Tianjin,PRC

Single storeywarehouse withcontainer yard

84,668 50 years fromJanuary 2007

February2010

C&P Property

C&P Hub 3(1) Singapore Five-storey single-user ramp-upwarehouse

723,651 Plot A10299: 16December 2006 to15 December 2049

Plot 0524402:1 December 2005 to15 December 2049

October 2009

Note:

(1) C&P Hub 3 is subject to an existing right of first refusal. CLT will only be able to acquire C&P Hub 3 if the property has notbeen acquired pursuant to the existing right of first refusal.

1 This number includes properties which are currently under construction but will when completed and operational be incomeproducing and subject to the CWT ROFR.

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Active Asset Management Strategy

As and when applicable, the Manager intends to maximise returns by implementing the followingpro-active asset management strategies:

• improve occupancy and rental rates;

• diversify tenant base across different industries;

• implement pro-active marketing plans;

• rationalise operating costs;

• tap on CWT’s knowledge and network where necessary for real estate solutions for end-users;and

• offer real estate solutions to meet the logistics requirements of government agencies and otherbodies (both local and foreign).

Improve occupancy and rental rates

Going forward, the Manager will work closely with the Property Manager to:

• enhance the profile of CLT’s properties;

• pursue new rental opportunities and pro-actively engage tenants;

• manage lease renewals effectively in order to minimise void periods due to lease expiries by wayof:

— establishing and working toward optimal rental benchmarks for each property;

— pro-actively engaging tenants whose leases are about to expire in early negotiations;

— endeavouring to line up new tenants in preparation for vacant space; and

— actively managing overdue rentals to minimise bad debt; and

• initiate tenant retention programmes to further strengthen tenant relationships in an effort tomaintain high tenant retention, minimise vacancies, as well as minimise costs associated withsecuring new tenants.

Diversify tenant base across different industries

The Manager (together with the Property Manager) intends to diversify the tenant base through thefollowing:

• monitoring the exposure of total rental income to any one business sector;

• improving the diversity of its tenant base so to not overly expose revenue to certain businesssectors more susceptible to general economic cycles in order to achieve more consistent cashflows; and

• working closely with the respective Master Lessee whenever a new end-user is being consideredand provide feedback on potential concentration risk or other exposure as the case may be.

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Implement pro-active marketing plans

The Manager intends to develop customised pro-active marketing plans for each applicable propertyfocusing on property-specific needs to maximise tenant interest and enhance the public profile andvisibility with a view to increase the value of the properties and to maintain the long term value of theproperties.

Rationalise operating costs

The Manager intends to rationalise operating costs through the following:

• working closely with the Property Manager to manage and reduce the property operatingexpenses (without reducing the quality of maintenance); and

• exploiting the economies of scale associate with operating a portfolio of properties by, forexample, bulk purchasing of supplies and cross implementation of successful cost-savingprogrammes.

Tap on CWT’s knowledge and network where necessary for real estate solutions for end-users

The Manager intends to leverage on CWT’s knowledge and network to provide real estate solutions forend-users.

Offer real estate solutions to meet the logistics requirements of government agencies and otherbodies (both local and foreign)

The Manager intends to offer real estate solutions to meet the logistics requirements of governmentagencies and other bodies (both local and foreign).

Focused Development Strategy

CLT is allowed to undertake development activities within the limits of the Property Funds Appendix(which currently allows a REIT to commit no more than 10.0% of its deposited property to developmentand investment in uncompleted property developments). The Manager believes that it has the relevantexperience to undertake development activities. In addition, the Property Manager, as and whennecessary, will engage personnel who have the relevant development expertise. (See “The Managerand Corporate Governance — The Manager of CLT — Executive Officers of the Manager — Expertiseand experience of Executive Officers” for details of the expertise and experience of some ExecutiveOfficers in property development.)

CLT will not undertake speculative developments, and will only undertake a development if a tenant hasbeen identified upfront who would occupy the property upon completion. In these instances, theManager and the Property Manager have the expertise and network to source potential tenants. Whererequired, CLT can offer further real estate solutions along with CWT’s logistics expertise to provide acomplete solution for end-users’ needs for future growth.

Capital and Risk Management Strategy

As at the Listing Date, CLT will have an Aggregate Leverage of 25.9%.

The Manager will endeavour to:

• maintain a strong balance sheet;

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• optimise CLT’s capital structure and cost of capital within the borrowing limits;

• use a combination of debt and equity to fund future acquisitions and asset enhancementinitiatives; and

• implement an active interest rate management strategy such as utilising interest rate hedgingstrategies where appropriate.

Debt strategy

As and when appropriate, the Manager intends to utilise high investment-grade rated term debt as thecore debt-funding mechanism due to the low refinancing risk associated with the issuance of highinvestment-grade debt. The Property Funds Appendix allows CLT to borrow more than 35.0% (up to amaximum of 60.0%) of the value of the Deposited Property if a credit rating from Fitch Inc., Moody’s orStandard & Poor’s is obtained and disclosed to the public. As at the Listing Date, CLT is expected tohave borrowings of S$191.0 million with an Aggregate Leverage of 25.9%. (See “Capitalisation —Indebtedness” for further details.)

By adopting this conservative initial Aggregate Leverage level, the Manager believes that CLT wouldhave in place ample debt headroom which will provide operating flexibility for future acquisitionopportunities and asset enhancement initiatives.

CLT may reduce its borrowings or finance its capital expenditures by utilising tenants’ security depositsas the case may be. In addition, CLT has access to undrawn committed Facilities as at the Listing Date.

Any excess operating cash flow from the operations may also be used to reduce its level ofindebtedness in order to reduce interest costs.

Active interest rate management strategy

The Manager intends to adopt an active interest rate management policy to manage the risksassociated with changes in interest rates on the facilities while also seeking to ensure that CLT’songoing cost of debt capital remains competitive.

Currency risk management strategy

The Manager intends to adopt appropriate hedging strategies to minimise any risks associated withforeign exchange exposures arising from the cash flows, thereby ensuring predictable returns to theUnitholders when CLT makes an acquisition outside of Singapore.

Divestment Strategy

The intention is to hold assets on a long-term basis. However, consideration will be given to divestingproperties which have reached a stage that affords limited scope for income growth in order to reinvestsale proceeds towards better potential growth opportunities.

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BUSINESS AND PROPERTIES

Unless otherwise specified, all information relating to the Properties in the Prospectus are as at 31December 2009.

CLT is a Singapore-based REIT established principally to invest in income-producing real estate usedfor logistics purposes in Asia-Pacific, as well as real estate-related assets.

CLT’s initial asset portfolio will, on the Listing Date, comprise six high quality logistics warehouseproperties, (i) CWT Commodity Hub, (ii) CWT Cold Hub, (iii) Schenker Megahub, (iv) C&P ChangiDistricentre, (v) Hi-Speed Logistics Centre and (vi) C&P Changi Districentre 2. The Properties have anaggregate GFA of 3,856,743 sq ft.

The average value of the independent valuations of the Properties is S$729.9 million and the forecastrental income is S$59.0 million for the Forecast Year 2010.

COMPETITIVE STRENGTHS

The Manager believes that the Properties enjoy the following competitive strengths:

• the Initial Portfolio comprises 97.3%1 by GFA of modern ramp-up warehouses. Ramp-upwarehouses have competitive operational and cost advantages in attracting users compared toconventional “cargo-lift” warehouses;

• the Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore;

• CWT Commodity Hub is the largest warehouse in Singapore and one of the largest in SoutheastAsia with close to 2.3 million sq ft of GFA, which allows end-users to consolidate their warehousespace;

• CWT Cold Hub is the first and only ramp-up cold storage warehouse and one of the largest andnewest cold storage facilities in Singapore. CWT Cold Hub is able to benefit from the increasedmarket demand for the convenience of packaged and frozen food;

• Schenker Megahub and Hi-Speed Logistics Centre are two of the only 11 properties located inALPS, the only logistics park in Singapore with FTZ status. ALPS is adjacent to Changi Airport,and offers savings on duties and efficiency in customs clearance to logistics service providers andend-users located within the FTZ. In addition, Schenker Megahub is the largest freight andlogistics property in ALPS sited on land area in excess of two hectares;

• C&P Changi Districentre is one of only two ramp-up warehouses within Changi InternationalLogisPark (South), one of the most established logistics clusters in Singapore, with no additionalpotential supply expected due to the fact that all available land plots in the area are fully allocated;

• the Properties are strategically located in established logistics clusters, near air and seatransportation ports, such as Changi Airport, PSA Terminals and Jurong Port;

• the Properties are modern with a weighted average age (by GFA) of 2.12 years, which translatesinto lower capital and maintenance expenditure in the near term, and a WALE of 6.4 years;

• the Properties are located in Singapore, which is a premier logistics hub with strong air and seaconnectivity globally;


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• ramp-up warehouse space in Singapore is limited, constituting only an estimated 15.1 million sqft, or 20.3% of total warehouse stock. High barriers to entry exist for the development of newefficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of onehectare and the specialised planning and design specifications required for such properties; and

• strong and diverse demand for the Properties by underlying end-users.

The Initial Portfolio comprises 97.3%1 by GFA of modern ramp-up warehouses. Ramp-upwarehouses have competitive operational and cost advantages in attracting users compared toconventional “cargo-lift” warehouses

A user of a ramp-up warehouse enjoys the following key benefits compared to a conventionalmulti-storey warehouse, also known as a “cargo-lift warehouse”:

• direct vehicular access to all warehouse units on all floors which results in improved operationalefficiency (turnaround time) for users, as they are able to load and unload goods to and from thetrucks directly in front of their warehouse unit, irrespective of which floor the unit is on;

• wide ramp facilitates smooth movement within each warehouse and allows two container trucksto travel up and down the ramp simultaneously;

• enhanced specifications and improved capacity such as higher floor-to-ceiling height and widercolumn-grid spacing, thereby providing users greater flexibility and capacity in stacking theirgoods;

• absence of cargo lifts, other machinery and equipment translates into lower utilities and operatingand maintenance expenses as well as lower manpower requirements;

• ramp-up warehouses enjoy greater versatility and flexibility due to its ability to create versatilestorage space that can target a broader range of end-users, and to partition each floor into smallerunits without having to cater for floor plate inefficiencies and limitations arising from the presenceof cargo lifts;

• allows uninterrupted warehousing operations under all weather conditions in a sheltered building;and

• allows for the movement of bulky goods without the size constraints of cargo-lifts.

The above mentioned benefits for ramp-up warehouse users also translate into the following benefitsfor ramp-up warehouse owners:

• it allows the equivalent of ground floor rents to be charged for every unit in the ramp-upwarehouse. This is reflected in the 15.0% to 25.0% rental premiums that upper-floor units atramp-up warehouses are able to command relative to upper-floor units at cargo-lift warehousesin the same area;

• ramp-up warehouses have historically enjoyed higher occupancy rates than the market average;and

• ramp-up warehouses require large sites with appropriate dimensions relative to conventionalwarehouses. The shortage of such suitable sites in well established locations places a naturalbarrier to competing new supply even as demand and preference for ramp-up warehouses grow.


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In addition, ramp-up warehouses are more resilient and their rents are likely to recover faster thanconventional multiple-user cargo-lifted warehouse space when the economy improves and vice versawould be less adversely impacted during an economic downturn. Ramp-up warehouses are thereforemore desirable in land-scarce countries like Singapore.

The Initial Portfolio represents 24.9% market share of ramp-up warehouse space in Singapore

Five of the six Properties, namely CWT Commodity Hub, CWT Cold Hub, C&P Changi Districentre,Schenker Megahub and Hi-Speed Logistics Centre, are ramp-up warehouses. These propertiesaccount for 24.9% market share of ramp-up warehouse space in Singapore.

CLT’s ramp-up warehouses are among the newest and/or largest ramp-up warehouses in Singaporeand can be easily reconfigured to be leased out on a multi-tenanted basis, as and when required. Inaddition, compared to other smaller ramp-up warehouses in the vicinity, CLT’s ramp-up warehouseshave larger floor plates that can easily accommodate a wider range of end-users.

CWT Commodity Hub is the largest warehouse in Singapore and one of the largest in SoutheastAsia with close to 2.3 million sq ft of GFA, which allows end-users to consolidate theirwarehouse space

CWT Commodity Hub’s size and scale provides for the following advantages:

• attracting demand from large warehouse users looking to consolidate their logistics activitieswithin Singapore, or to use Singapore as a hub for Asian operations; and

• providing large floor plates for individual warehouse units, which allows users greater efficienciesin moving, consolidating and stacking their goods in one area.

In addition, CWT Commodity Hub is a licensed warehouse for the London Metal Exchange (“LME”),which increases demand for storage space from global commodities derivatives trading. Only about0.5% of the goods in the LME warehouses are physically delivered out from the warehouses, whichprovides a source of stable demand.

(See “Business and Properties — CWT Commodity Hub” for further information.)

CWT Cold Hub is the first and only ramp-up cold storage warehouse and one of the largest andnewest cold storage facilities in Singapore. CWT Cold Hub is able to benefit from the increasedmarket demand for the convenience of packaged and frozen food

CWT Cold Hub’s competitive strengths include:

• its design and specifications, which allow for an unbroken cold chain, the direct loading andunloading into the cold storage facility without the goods being exposed;

• it is a new and modern building, compared to existing supply of cold storage warehouses;

• the favourable demand and supply dynamics for cold storage facilities;

• the potential to leverage on the growth in demand for the convenience of frozen and packagedfood due to changing lifestyles and the increasing popularity of supermarkets/hypermarkets overtraditional wet markets in Singapore;

• the high barriers to entry due to high initial set up costs; and

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• its strategic location near Jurong Port which provides an advantage in storing frozen goodstransported by sea.

(See “Business and Properties — CWT Cold Hub” for further information.)

Schenker Megahub and Hi-Speed Logistics Centre are two of the only 11 properties located inALPS, the only logistics park in Singapore with FTZ status. ALPS is adjacent to Changi Airport,and offers savings on duties and efficiency in customs clearance to logistics service providersand end-users located within the FTZ. In addition, Schenker Megahub is the largest freight andlogistics property in ALPS sited on land area in excess of two hectares

ALPS is a unique 26 hectare FTZ adjacent to Changi Airport catering in particular to air cargo and fastmoving goods and is also the only logistics park in Singapore with FTZ status.

Properties in ALPS benefit from excellent connectivity to Changi Airport, and offer logistics serviceproviders and end-users within the FTZ superior handling efficiencies and savings on duties,documentation time, customs clearance and transportation due to its status as a FTZ. In addition,Schenker Megahub is the largest freight and logistics property in ALPS, which allows it to cater toend-users with large space requirements in ALPS.

There is limited potential new competing supply at ALPS with only one unallocated plot of 2.57 hectaresremaining, which represents 9.9% of total land area at ALPS.

(See “Business and Properties — Schenker Megahub” and “Business and Properties — Hi-SpeedLogistics Centre” for further information.)

C&P Changi Districentre is one of only two ramp-up warehouses within Changi InternationalLogisPark (South), an area which is one of the most established logistics clusters in Singaporeand where no additional potential supply is expected because all of the available land plots inthe area have been fully allocated

C&P Changi Districentre is one of only two ramp-up warehouses within Changi International LogisPark(South), an area which is one of the most established logistics clusters in Singapore. There is noadditional potential supply at Changi LogisPark (South) expected because all the land plots have beenfully allocated.

Strategically located in established logistics clusters, near air and sea transportation ports,such as, Changi Airport, PSA Terminals and Jurong Port

All of the Properties are strategically located in or in close proximity to Changi Airport, seaports and keylogistics areas in Singapore and have the following competitive strengths:

• both Schenker Megahub and Hi-Speed Logistics Centre are located in ALPS, a 26-hectare FTZadjacent to Changi Airport, the only logistics park in Singapore with FTZ status;

• CWT Commodity Hub and CWT Cold Hub are located in the Penjuru/Pandan area, which is a keylogistics cluster. The Penjuru/Pandan area is superior to other locations in the Jurong vicinity asit allows for quicker loading and unloading of containers at warehouses, due to its close proximityto PSA Terminals, the main container terminal in Singapore, Jurong Port, Tuas checkpoint, and atleast half of the container yards in Singapore. In addition, due to the critical mass of similarproperties in the area, the Penjuru/Pandan area has taken on characteristics similar to a logisticspark; and

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• C&P Changi Districentre and C&P Changi Districentre 2 are located within the ChangiInternational LogisPark (South) which is one of the most established logistics clusters inSingapore and is in close proximity to Changi Airport.

The excellent infrastructure and arterial road networks connecting the logistics clusters where theProperties are located enhances their attractiveness to existing and potential new tenants.

Modern and new assets with a weighted average age (by GFA) of 2.12 years, which translatesinto lower capital and maintenance expenditure in the near term

The Properties are among the newest and modern warehouses in Singapore catering to the changingneeds and demands of sophisticated logistics companies. The WALE of the Properties is 6.4 yearsassuming a commencement date of 1 January 2010.

Located in Singapore, which is a premier logistics hub with strong air and sea connectivityglobally

The Properties are located in Singapore which is widely regarded as a premier regional and globallogistics hub, being well connected by a network of air, road and sea linkages to facilitate trade, andwhose business competitive edge includes government efficiency, international trade, and strongbusiness legislation which contributes to “ease” of doing business.

Singapore is ranked second globally in the World Bank’s 2010 Logistics Performance Index, achievingtop two positions in Customs and International Shipment1.

Compared to its regional peers, Singapore’s competitive advantage is further strengthened by thequality of infrastructure as well as its location and inter-connectivity to other parts of Asia. For example,although Hong Kong and Shanghai can serve as North Asia or China centric hubs, they lack proximityto India, Southeast Asia and Australia as compared to Singapore.

Demand for logistics properties in Singapore is further underpinned by 21 of the top 25 global logisticsproviders’ significant presence in Singapore. The contract logistics and freight forwarding market inSingapore is forecast to grow at a CAGR of 16.0% and 8.6% respectively from 2007 to 2011.

Ramp-up warehouse space in Singapore is limited, constituting only an estimated 15.1 millionsq ft, or 20.3% of total warehouse stock. High barriers to entry exist for the development of newefficient ramp-up warehouses due to the requirement for larger land plot sizes in excess of onehectare and the specialised planning and design specifications required for such properties

As at end 2009, there was an estimated 15.1 million sq ft GFA of ramp-up warehouses, which is about20.3% of warehouse stock.

A ramp-up warehouse usually requires a land area in excess of one hectare, larger than that requiredfor a conventional warehouse. As a result, there are limited ramp-up warehouses in land-scarceSingapore. In addition, ramp-up warehouses generally have better building specifications and design(such as floor loading, floor-to-ceiling height and column grid space), compared with conventionalmulti-storey warehouses.

1 See Appendix F, “Independent Logistics Property Market Research Report”. World Bank has not provided its consent, forthe purposes of Section 249 (read with Section 302) of the SFA, to the inclusion of the information extracted from therelevant report issued by it, and is thereby not liable for such information under Sections 253 and 254 (read withSection 302) of the SFA. While the Manager has taken reasonable action to ensure that the information has beenreproduced in its proper form and context, and that it has been extracted from the Independent Logistics Property MarketResearch Report accurately and fairly, neither the Manager nor any other party has conducted an independent review of,nor verified the accuracy of, such information.

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The potential future market supply of ramp-up warehouses in Singapore is relatively spread out over2010 to 2013, with only two known proposed ramp-up warehouse projects in the pipeline, one of whichis to be developed by CWT. The average annual potential supply of warehouse space from 2010 to2013 of 1,031,740 sq ft of net lettable area (“NLA”) is less than the historical annual average in the pastdecade of 1,732,251 sq ft of NLA.

Strong and diverse demand for the Properties by underlying end-users

The Manager believes that the Properties enjoy strong demand from a diverse spectrum of end-users,as evidenced by the following:

• the Properties are 94.1% occupied by and contracted to end-users1;

• diverse spread of 26 end-users comprising domestic and international companies;

• the largest end-user accounts for 16.1% of the Occupied GFA. The top five end-users togetheraccount for 56.5% of the Occupied GFA, demonstrating diversity in the end-users;

• diversified base of end-users by trade sector as illustrated in the table below:

No. End-users’ trade sector Number of end-users(1) % of Occupied GFA(1)

1 Industrial and consumer goods 14 53.0%

2 Commodities and chemical 5 23.0%

3 Food and cold storage 7 8.4%

4 Aerospace 2 6.0%

5 Healthcare 2 3.9%

6 Courier services 1 2.0%

7 Hospitality 2 3.7%

Total 26(2) 100.0%

Notes:

(1) The information in this table is based on the Manager’s estimate as at 31 December 2009 and has not been eitherindependently verified or confirmed by the end-users.

(2) While the summation of the end-users in the table is more than 26, there are 26 end-users in total as some of theend-users operate in more than one trade sector.

• enhanced stability for the Master Lessees and CLT, arising from having multinational corporationsand government agencies accounting for 91.4% of the Occupied GFA, as illustrated in the tablebelow:

No. End-users’ type % of Occupied GFA

1 Multinational corporations 85.2%

2 Government agencies 6.2%

3 Small and medium enterprises 8.6%

Total 100.0%

1 This does not include the parts of CWT Commodity Hub which received the TOP on 28 September 2009 and 19 October2009. As it typically takes up to six months for the occupancy of a newly completed property to stabilise, the Manager istherefore of the view that it would not be representative to include such parts when computing the occupancy rate for CWTCommodity Hub as at 31 December 2009 when the occupancy at such parts of the CWT Commodity Hub was not yetstabilised.

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• balanced expiry profile of Service Agreements and sub-lease agreements entered into by theService End-Users and the Sub-Tenants End-Users, respectively with the respective MasterLessees with 53.6% of the Occupied GFA expiring after 2012, as shown in the table below:

Service Agreement and Sub-Lease AgreementLease Expiry Profile

2010 2011 2012 Beyond 2012

% of Occupied GFA 26.2% 7.9% 12.3% 53.6%

• in addition, 71.6% of the Occupied GFA is occupied by end-users that have committed capitalexpenditure on the fit-out of their space, thus increasing the incentive for such end-users tocontinue to occupy the Properties. This is illustrated by the high retention rates of 95.0% perannum for the past three years achieved by the Master Lessees at the Properties; and

• 79.1% of the Occupied GFA is occupied by direct counterparties of the Master Lessees being3PLs and third party end-users. The remaining 20.9% of the Occupied GFA is contracted from theMaster Lessees by CWT related entities, which has in turn been fully contracted for use by thirdparty end-users.

No. Master Lessees’ direct counterparty % of Occupied GFA

1 3PLs 54.5%

2 Third party end-users 24.6%

3 CWT related entities 20.9%

Total 100.0%

CERTAIN INFORMATION ON THE PROPERTIES

Valuation and Purchase Price

The Properties were valued by the Independent Valuers, being CBRE and Knight Frank. In arriving atthe market value of each Property, CBRE and Knight Frank have adopted the capitalisationapproach/investment method and the discounted cash flow method.

In the capitalisation approach/investment method, the proposed leaseback net rental has beenadjusted to reflect the lessor’s own property management fees producing a net income. The net incomeof the Property is capitalised for the balance term of the lease tenure at a yield rate which is appropriatefor the type of use, tenure and reflective of the quality of the investment, based on analysis of yieldsreflected in the sales of other property types. Capital adjustment such as capital expenditure is thenmade to derive the capital value of the subject property.

In the discounted cash flow method, an investment holding period of ten years from the date ofvaluation is assumed. The valuation of the property is based on the proposed rental, and the terms andconditions of the leaseback. The Property is hypothetically assumed to be sold after the end of the tenthyear. The cash outflows (comprising operating expenses) where applicable are deducted from the cashinflows of the Property (comprising rental income and the assumed sales proceeds in the tenth year)to obtain the net cash flow. The stream of net cash flow is discounted at an estimated required rate ofreturn applicable to that class of property to obtain the net present value, which is also the capital valueof the subject Property.

(See Appendix E, “Independent Property Valuation Summary Reports” for further details.)

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The valuation of each Property is set out in the following table:

Property

CBREValuation

(S$ million)

Knight FrankValuation

(S$ million)

AverageValuation

(S$ million)

% of InitialPortfoliobased onAverageValuation

PurchasePrice

(S$ million)

CWT CommodityHub

324.9 326.1 325.5 44.6% 323.0

CWT Cold Hub 130.0 129.1 129.6 17.8% 122.0

Schenker Megahub 100.8 101.2 101.0 13.8% 99.0


83.4 83.2 83.3 11.4% 82.0

Hi-Speed LogisticsCentre

70.7 70.9 70.8 9.7% 69.5


19.7 19.8 19.8 2.7% 17.7

Total 729.5 730.3 729.9 100.0% 713.2

Master Lease Agreements

The six properties forming the Initial Portfolio will each be subject to a Master Lease, entered intobetween the respective Master Lessees and CLT. (See “Certain Agreements Relating to CacheLogistics Trust and the Properties — Master Lease Agreements” for further details of the MasterLeases.)

The initial periods on the respective Master Leases with the Master Lessees are listed in the tablebelow:

Property Master Lessee

FixedAnnual Rent(S$ million)(1)

InitialLeasebackPeriod on

Master Lease(years)

Leasehold term forunderlying land

from JTC

CWT Commodity Hub CWT 28.9 5.0 to 10.0(2) 29 years with effectfrom 19 August 2006

CWT Cold Hub CWT 9.8 5.0 30 years with effectfrom 20 December2005 + 30 years

Schenker Megahub C&P LandPte. Ltd.

7.4 Over 6.0 years,expiring on31 August 2016

30 years with effectfrom 1 June 2005+ 30 years


C&PDistributionPte. Ltd.

6.1 5.0 30 years with effectfrom 16 August 2005+ 30 years


C&PDistributionPte. Ltd.

5.2 Over 6.0 years,expiring on15 October 2016

30 years with effectfrom 16 August 2005+ 30 years

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Property Master Lessee

FixedAnnual Rent(S$ million)(1)

InitialLeasebackPeriod on

Master Lease(years)

Leasehold term forunderlying land

from JTC


C&P 1.5 5.0 30 years with effectfrom 16 February1996 + 30 years

Total/Average 59.0 6.4(3)

Notes:

(1) Monthly rental rate per sq ft of GFA is for the first 12 months from entering into the respective Master Lease, before annualrental escalation takes effect.

(2) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub IndividualLease Agreements which will be entered into in connection with CWT Commodity Hub in the event that the Master LeaseAgreement for CWT Commodity Hub is not renewed at the expiry of its initial five-year term. The terms of the CWTCommodity Hub Individual Lease Agreements, which will commence at the expiration of the initial Master Lease term, willrange from one to five years. This does not preclude CLT from agreeing and signing extensions of either the Master Leaseor individual leases as the case may be beyond the expiry date of the initial lease terms.

(3) Weighted based on total GFA for the Properties, assuming a commencement date of 1 January 2010.

The Independent Valuers have reviewed the terms of the Master Lease Agreements and are of theopinion that the contracted rent under the Master Lease Agreements is within the market acceptablerange. The table below sets out the contracted rent, the implied gross rent (based on the triple net cost)and the market acceptable gross rent based on the Independent Valuers’ valuation reports.

Property

(S$ per sq ft per month)Actual Triple

Net RentTriple Net

Cost(1)

Implied GrossRent(2)

Market AcceptableMonthly Gross Rent(3)

CWT CommodityHub

S$1.05 S$0.16 S$1.21 S$1.10 to S$1.40

CWT Cold Hub S$2.40 S$0.23 S$2.63 S$2.30 to S$2.65

Schenker Megahub S$1.40 S$0.25 S$1.65 S$1.60 to S$1.94


S$1.40 S$0.24 S$1.64 S$1.60 to S$1.94


S$1.40 S$0.26 S$1.66 S$1.60 to S$1.94


S$1.20 S$0.23 S$1.43 S$1.20 to S$1.50

Notes:

(1) The triple net cost comprises (i) land rent, (ii) property tax and (iii) insurance and maintenance expenses. Such costs for2009 are estimated based on actual costs incurred and estimates based on the previous year expenses.

(2) The implied gross rent takes into account the triple net cost.

(3) Range of market acceptable monthly gross rent based on the lower and upper limits of the gross monthly rent at comparableproperties for each Property as provided by CBRE and Knight Frank.

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Relationship between the Master Lessees and CLT

Each of the Master Leases entered into between the Master Lessees and the Trustee is structured asa triple net lease.

Subject to certain limitations set out in the respective Master Leases, the Master Lessees will have allthe rights and liabilities vis-a-vis the end-user(s) (both new and existing), and will be responsible for allthe ongoing property operating expenses relating to the respective property.

In relation to C&P Changi Districentre, Schenker Megahub and Hi-Speed Logistics Centre, theirultimate parent company, C&P has provided the Corporate Guarantees in connection with the leaseobligations of C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. to lease the Properties during the termof their respective Master Lease.

At the time of entering into a Master Lease, the respective Master Lessee is required to pay an upfrontsecurity deposit equal to 12 months’ rent in the form of cash or bank guarantees. Under the terms ofthe Master Lease Agreements, the Master Lessee is granted the option to renew the Master Lease,subject to certain conditions. The notice to renew the Master Lease must be given not later than threemonths before the expiry of the lease renewal confirmation date, being 15 months before the expiry ofthe initial lease term. The Master Lessee must enter into the renewed Master Lease Agreement (the“Renewed Master Lease Agreement”) on or before the lease renewal confirmation date.

In respect of future master leases to be entered into between the Trustee and CWT, C&P or thesubsidiaries of CWT and C&P, CWT and C&P will each give a written undertaking to the Trustee thatthey will provide or procure the provision of an upfront security deposit equal to 12 months’ rent for eachof such master leases.

Relationship between the Master Lessees and the end-users

Each of the Master Lessees receives service fees (which may include components of a warehouseusage charge, a warehouse service fee and a maintenance fee) from the Service End-Users of eachof the Properties for the provision of certain services and premises in the Property pursuant to the termsof the service agreements that have been entered into between the Master Lessees and the ServiceEnd-Users (the “Service Agreements”). End-users include industrial companies, third party logisticscompanies and other companies.

The term of the Service Agreements entered into with the Service End-Users range from between oneto 10 years, depending on factors such as the needs of the Service End-Users and market conditions.

At the time of entering into a Service Agreement, the relevant Service End-User is required to pay theMaster Lessee a retention fee of between one to three months of service fees for due observance andperformance of the Service End-User’s covenants and conditions of the Service Agreement. In theevent that the Service End-User wrongfully terminates without cause the Service Agreementprematurely, such retention fee shall be forfeited in favour of the Master Lessee. In such event, unlessotherwise agreed to by the Master Lessee, the Service End-User is required to pay for the service feefor the remaining unexpired period of the Service Agreement.

The services provided by the Master Lessees to the end-users include bundling, packaging, reverselogistics, transportation, inventory management, freight and use of space.

Relationship between the Master Lessees and the Sub-Tenants

The Master Lessees of Schenker Megahub and Hi-Speed Logistics Centre have sub-let the premisesof such Properties to certain anchor tenants. (See “Certain Agreements Relating to Cache LogisticsTrust and the Properties — Sale and Purchase Agreements” for further details.)

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Rental escalation and pricing determinants

The Properties under the Master Leases provide for annual rental escalation, allowing for a stable andgrowing income stream. The rental escalation of the tenancies in the Properties for the first anniversaryto the fourth anniversary commencing from the Listing Date is 1.5% per annum. Where the MasterLease exceeds five years as in the case at Schenker Megahub and Hi-Speed Logistics Centre, rentalrates will be reviewed at the end of the fifth year commencing from the Listing Date and marked to thethen prevailing market rate.

COMPETITION

The Initial Portfolio operates in a niche market within Singapore, which is one of the most costcompetitive and efficient logistics hubs in the world. According to the Urban Redevelopment Authority(“URA”), as at 31 December 2009, of the 397.2 million sq ft of industrial property space in Singapore,74.3 million sq ft or 18.7% is warehouse space. As a sub-sector, ramp-up warehouses account for 15.1million sq ft. This represents only 3.8% of all industrial property and 20.3% warehouse stock space inSingapore.

New supply of warehouse space in Singapore is expected to be moderate in 2010 and 2011. Asignificant portion of upcoming supply will be owner-occupied, limiting the supply available for thirdparty occupancy. According to the URA, approximately 4.1 million sq ft of NLA of warehouse space isdue for completion between 2010 and 2013. This is expected to be below the 10 year historical annualaverage supply. Most of the impending supply is for owner occupation.

The Properties are likely to face potential competition from existing and new properties of similar typeswithin the same area. The principal competitive factors include rental rates, quality, location andaccessibility of the properties, supply of comparable space and changing business needs of tenants.

The Manager believes that the Properties are well-positioned to withstand the competition, given theirquality and strategic locations. In addition, as one of Asia’s leading logistics providers, the Sponsor iswell-positioned to identify and respond to changing trends in the logistics real estate sector given itsdirect relations with major logistic companies compared to other logistics real estate peers. TheManager will work closely with the Sponsor to ensure that the Properties continue to meet the changingneeds and requirements of the end-users and remain competitive vis-a-vis the competition.

(See “Independent Logistics Property Market Research Report” for further details.)

Competition for Acquisitions

The Manager expects that CLT will face competition for the acquisition of properties in Singapore andthe Asia-Pacific region from other industrial REITs and property funds which are focused on propertiesused primarily for logistics purposes. However, the Manager believes that CLT will benefit from thecombined strength, knowledge and network of the Sponsor and ARA in the furtherance of its acquisitionstrategy.

Competition facing the Properties

CWT Commodity Hub: There are a number of ramp-up properties in the vicinity such as C&P LogisticsHub 1, C&P Logistics Hub 2, CWT Logistics Hub 1, CWT Logistics Hub 2 and Jurong Logistics Hub.However, compared to CWT Commodity Hub, such properties have a smaller floor plate (which will beless attractive to large users seeking to consolidate their operations) and are currently close to or arefully occupied.

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CWT Cold Hub: Apart from CWT Cold Hub, the other cold stores in the vicinity include NCS Cold Storeand Jurong Marine Cold Stores. However, CWT Cold Hub is the only cold store with a ramp-up design.CWT Cold Hub, which is one of the largest and newest cold storage facilities in Singapore, offersmulti-temperature controlled space and unbroken cold chain access (i.e. goods being moved in and outof the warehouse are not exposed to warm temperature) while moving goods in and out of thewarehouse, which is unlike other cold storage facilities.

Schenker Megahub: There is limited competing supply at the ALPS with buildings well-occupied. Onlya 2.57-hectare plot remains unallocated.

C&P Changi Districentre: There is limited competition in terms of upcoming supply, as all availableland in Changi International LogisPark (South) has been allocated and there are no expected newprojects.

Hi-Speed Logistics Centre: There is limited competing supply at the ALPS with buildings well-occupied. Only a 2.57-hectare plot remains unallocated.

C&P Changi Districentre 2: There is limited competition in terms of upcoming supply, as all availableland in Changi International LogisPark (South) has been allocated and there are no expected newprojects.

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CWT COMMODITY HUB

Description

CWT Commodity Hub, which is located at 24 Penjuru Road, is the largest warehouse in Singapore andone of the largest in Southeast Asia, spanning close to 2.3 million sq ft of GFA over five levels in twoadjoining warehouse buildings served by a vehicular ramp in the centre. The integrated warehousecomplex includes ramp-up warehouses with mezzanine offices and an office annex, as well as a103,793 sq ft ancillary container yard. The Manager believes that the size and scale of CWTCommodity Hub generates strong demand from large warehouse users looking to consolidate theirlogistics activities within Singapore, or to use Singapore as a hub for Asian operations.

CWT Commodity Hub’s average floor plate of 448,000 sq ft GFA per storey allows users greaterefficiencies in consolidating and stacking their goods in one area.

Since Phase 1 became operational in April 2008, CWT Commodity Hub is one of the two newestwarehouses in the vicinity. Approximately 100,000 sq ft of GFA is licensed as LME approved warehousespace for metals. CWT’s subsidiary, CWT Commodities (Metals) Pte. Ltd. is one of a total of 26 LMElicensed operators globally, most of which are in Europe as at 31 December 2009. CWT CommodityHub’s status as an LME approved warehouse generates additional demand for storage space arisingfrom global commodities derivatives trading. Only about 0.5% of the goods in LME approvedwarehouses are physically delivered out from the warehouses, which provides a source of stabledemand.

CWT Commodity Hub is located within the Penjuru/Pandan area in the Jurong Industrial Estate, whichis considered to be the key logistics cluster of the Jurong Industrial Precinct given its proximity to thePSA Terminals, Jurong Port, Jurong Island and the central business district of Singapore. CWTCommodity Hub is well served by major arterial roads and transport networks such as the nearby AyerRajah/Pan Island Expressways/West Coast Highways and Jurong East Mass Rapid Transit (“MRT”)station. Public transport and other urban amenities are available in the vicinity.

The table below sets out a summary of selected information on CWT Commodity Hub.

Occupancy by end-users 90.6%(1)

Property Type Ramp-up logistics facility

JTC Leasehold Tenure 29 years from 19 August 2006

Issue of Certificate of StatutoryCompletion (“CSC”)/TOP

CSCs issued for all phases: 14 September 2009 and1 December 2009

TOPs issued for all phases: 30 April 2008, 14 August 2008,7 April 2009, 28 September 2009 and 19 October 2009

Land Area 918,399 sq ft

Gross Floor Area(2) 2,295,994 sq ft

Container Yard Area 103,793 sq ft

Initial Annual Rent S$28.9 million

Valuation by CBRE S$324.9 million

Valuation by Knight Frank S$326.1 million

Average Independent Valuation S$325.5 million

Purchase Price S$323.0 million

Number of end-users 13

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Notes:

(1) This does not include the parts of CWT Commodity Hub which received the TOPs on 28 September 2009 and 19 October2009. As it typically takes up to six months for the occupancy of a newly completed property to stabilise, the Manager istherefore of the view that it would not be representative to include such parts when computing the occupancy rate for CWTCommodity Hub as at 31 December 2009 when the occupancy at such parts of the CWT Commodity Hub was not yetstabilised.

(2) Does not include container yard area of 103,793 sq ft which forms part of the Property that will be acquired by CLT.

The Master Lease

CWT Commodity Hub will be leased to CWT as the Master Lessee. The initial lease term is 5.0 years1

from the completion date of the sale and purchase. Security deposits in the form of cash or bankguarantees totalling S$28.9 million will be held by CLT upon the Listing Date, representing an averageof 12 months of rent.

The initial annual rent will be S$28.9 million with rental escalation to be calculated at 1.5% per annumover the preceding year’s rent.

1 This is the initial lease term of the Master Lease. CWT will enter into the CWT Commodity Hub Individual Lease Agreements,in the event that the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initial five-yearterm. The terms of the CWT Commodity Hub Individual Lease Agreements, which will commence at the expiration of theinitial Master Lease term, will range from one to five years. This does not preclude CLT from agreeing and signingextensions of either the Master Lease or individual leases as the case may be beyond the expiry date of the initial leaseterms.

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CWT COLD HUB

Description

CWT Cold Hub, which is located at 2 Fishery Port Road, is a modern cold storage facility which offersvariable temperature control for a variety of food usages, and is the first and only ramp-up cold storagewarehouse and the largest multi-temperature controlled logistics facility in Singapore. It comprises atwo-storey ramp-up warehouse block with mezzanine offices built at the access road level. CWT ColdHub is built with reinforced concrete post-tension floor slabs and a structural steel roof constructed ona pile foundation, with a special insulation layer to enhance the efficiencies of its cold rooms. Each floorenjoys high clearance, minimal column interruption and 18 raised docks with dock-levellers. The rampis designed so that multiple forty foot containers trucks can travel up and down the ramp at the sametime.

Designed to incorporate modern engineering technologies, CWT Cold Hub offers users unbroken coldchain access (i.e. goods being moved in and out of the warehouse are not exposed to warmtemperatures) while moving goods in and out of the warehouse. In addition, CWT Cold Hub has theflexibility of multi-temperature control, which allows for the temperature for each warehouse unit to beset individually, and is potentially able to leverage on the growth in demand for the convenience offrozen and packaged food due to changing lifestyles and the increasing popularity of supermarkets/hypermarkets over traditional wet markets in Singapore.

CWT Cold Hub is located within a food zone that is close to the Fishery Port (within close proximity tofood processing facilities), the PSA Terminals, Jurong Port and the central business district ofSingapore. CWT Cold Hub is located at the intersection of Fishery Port Road and Jalan Buroh with easyaccess via the Ayer Rajah Expressway and Jurong East MRT station. As a result, CWT Cold Hubenjoys a competitive advantage for the storage and distribution of frozen goods transported by sea.

CWT Cold Hub has 117,664 sq ft of ambient warehouse space that can potentially be converted intocold storage space which can generate higher rental income.

The combination of having such technically advanced modern cold store facilities with proximity to seaports is extremely rare due to land zoning constraints and high barriers to entry due to constructioncosts. Due to its superior specifications and location, the Manager believes that CWT Cold Hub will beable to generate strong user demand.

The table below sets out a summary of selected information on CWT Cold Hub.

Occupancy by end-users 94.4%

Property Type Ramp-up cold storage logistics facility

JTC Leasehold Tenure 30 years from 20 December 2005 + 30 years

Issue of CSC/TOP CSC: 20 March 2008

TOP: 13 June 2007 and 9 July 2007


Gross Floor Area 341,944 sq ft

Cold Room: 158,882 sq ft

Ambient Warehouse: 117,664 sq ft

Ancillary Office and Service Area: 65,398 sq ft



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The Master Lease

CWT Cold Hub will be leased back to CWT as the Master Lessee. The initial lease term is five yearsfrom the completion date of the sale and purchase. Security deposits totalling S$9.8 million in the formof cash or bank guarantees will be held by CLT upon the Listing Date, representing 12 months of rent.

The initial annual rent will be S$9.8 million with rental escalation of 1.5% per annum over the precedingyear’s rent.

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SCHENKER MEGAHUB

Description

Schenker Megahub, which is located at 51 ALPS Avenue, is the largest freight and logistics propertylocated at the ALPS, a 26 hectare FTZ adjacent to Changi Airport, where 3PLs can leverage onSingapore Changi Airport’s excellent connectivity and superior handling efficiency for quick turnaroundof value-added logistics and regional distribution activities. Schenker Megahub is occupied bySchenker Singapore (Pte) Ltd and houses Schenker’s headquarters for Asia-Pacific and is apurpose-built eight-storey ramp-up logistics facility comprising four levels of warehouses and aneight-storey office block. Built with temperature and humidity controlled facilities includingpharmaceutical, nutritional storage rooms and cold room, Schenker Megahub caters to the handling ofpharmaceutical and healthcare products and ground floor warehouse space with grade-level loadingbays specially designed for warehousing and supply chain needs in the aerospace sector in Singapore.

Schenker Megahub is strategically located in ALPS where 3PLs and international airfreight forwarderscan leverage on Singapore Changi Airport’s excellent connectivity and superior handling efficiency forquick turnaround of value-added logistics and regional distribution activities. As Schenker Megahub islocated within the FTZ, logistics players save on duties, documentation time, custom clearance andtransportation. The ALPS is almost fully occupied by 3PLs providing their customers with fast andefficient value-adding replenishment and fulfilment activities for the entire Asia-Pacific region. There islimited potential new competing supply at ALPS with only one unallocated plot of 2.57 hectaresremaining, which represents 9.9% of total land area at ALPS.

The table below sets out a summary of selected information on Schenker Megahub.

Occupancy by end-users 100%


JTC Leasehold Tenure 30 years from 1 June 2005 + 30 years

Issue of CSC/TOP CSC: 29 December 2006

TOP: 20 June 2006








Number of end-user 1

The Master Lease

Schenker Megahub will be leased back to C&P Land Pte. Ltd. as the Master Lessee, to be backed bythe Corporate Guarantee from its ultimate parent company, C&P, for its lease obligations over the termof the Master Lease. The initial lease term is for over six years from the completion of the sale andpurchase and expiring on 31 August 2016. Security deposits in the form of cash or bank guaranteestotalling S$7.4 million will be held by CLT upon the Listing Date, representing an average of 12 monthsof rent.


There will be a rental review at the end of the fifth year commencing from the Listing Date.

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C&P CHANGI DISTRICENTRE

Description

C&P Changi Districentre, which is located at 5 Changi South Lane, is a modern six-storey ramp-upwarehouse facility boasting excellent specifications and is one of the only two ramp-up warehouses inChangi International LogisPark (South). It comprises a warehouse and associated mezzanine officesfrom its first to fifth storey and one whole level of office space at its sixth storey. It is a highly functionalwarehouse facility, well-equipped with 53 covered loading bays with dock-levellers. The sixth floor officespace can be accessed via two exclusive passenger lifts in addition to an exclusive vehicular accesspoint via a rear lane. C&P Changi Districentre is built with reinforced concrete structure of post-tensionfloor slabs and a structural steel roof constructed on a pile foundation. Each floor enjoys high clearance,minimal column interruption and multiple raised dock loading facilities. The ramp is designed so thatmultiple forty-foot container trucks can travel up and down the ramp at the same time.

C&P Changi Districentre is located along Changi South Lane and approximately 15 km from the citycentre. It is situated within the Changi International LogisPark (South) which is one of Singapore’s mostestablished logistics clusters. Dedicated to logistics companies that require excellent internationalconnectivity and strategically located in close proximity to Changi Airport, the 43-hectare hub hasdeveloped as a choice location for internationally-renown logistics specialists. Developments within thevicinity comprise purpose-built warehouse and factory buildings that are generally engaged in theair-freight logistics/distribution trade. It is well served by expressways/major roads such as the EastCoast Parkway, Pan Island Expressway, Xilin Avenue and Upper Changi Road and is within closeproximity to Changi Airport. Public transport facilities are readily available along Upper Changi RoadEast and there is easy access to other parts of the island via the East Coast Parkway and Pan IslandExpressway. The nearest MRT stations are Expo and Tanah Merah which are both approximately 1 kmaway.

C&P Changi Districentre’s location in Changi International LogisPark (South) complements CLT’sproperties in ALPS by providing a dedicated logistics facility in close proximity to Changi Airport justoutside the FTZ. No additional potential supply is expected at Changi LogisPark (South) because all theland plots have been fully allocated.

The table below sets out a summary of selected information on C&P Changi Districentre.



JTC Leasehold Tenure 30 years from 16 August 2005 + 30 years

Issue of CSC/TOP CSC: 11 January 2008

TOP: 29 November 2006









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The Master Lease

C&P Changi Districentre will be leased back to C&P Distribution Pte. Ltd. as the Master Lessee, to bebacked by the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligationsover the term of the Master Lease. The initial lease term is for five years from the completion of the saleand purchase. Security deposits in the form of cash or bank guarantees totalling S$6.1 million will beheld by CLT upon the Listing Date, representing an average of 12 months of rent.


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HI-SPEED LOGISTICS CENTRE

Description

Hi-Speed Logistics Centre, which is located at 40 ALPS Avenue, is a modern, highly functional logisticsfacility comprising four levels of warehouse and seven levels of office. The warehouse floors arevertically accessed via a combination of ramp and cargo lift facilities. The warehouse floors aredesigned with floor loading capacity of 20KN/m2 and floor-to-floor heights of approximately nine metres.

Hi-Speed Logistics Centre is the national head office and air cargo branch for Nippon Express(Singapore) Pte Ltd, in which activities including warehousing, international freight transportation,inventory management, trade facilitation, regional transhipment, vendor-managed inventory andhubbing solution concepts are conducted. Hi-Speed Logistics Centre is strategically located in ALPS,a 26 hectare FTZ adjacent to Changi Airport, where 3PLs can leverage on Singapore Changi Airport’sexcellent connectivity and superior handling efficiency for quick turnaround of value-added logistics andregional distribution activities. As Hi-Speed Logistics Centre is located within the FTZ, logistics playerssave on duties, documentation time, custom clearance and transportation. The ALPS is almost fullyoccupied by 3PLs providing their customers with fast and efficient value-adding replenishment andfulfilment activities for the entire region. There is limited potential new competing supply at ALPS withonly one unallocated plot of 2.57 hectares remaining, which represents 9.9% of total land area at ALPS.

The table below sets out a summary of selected information on Hi-Speed Logistics Centre.



JTC Leasehold Tenure 30 years from 16 August 2005 + 30 years

Issue of CSC/TOP CSC: 9 October 2006

TOP: Nil









The Master Lease

Hi-Speed Logistics Centre will be leased back to C&P Distribution Pte. Ltd. as the Master Lessee, tobe backed by the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligationsover the term of the Master Lease. The initial lease term is for over six years from the completion of thesale and purchase and expiring on 15 October 2016. Security deposits in the form of cash or bankguarantees totalling S$5.2 million will be held by CLT upon the Listing Date, representing an averageof 12 months of rent.


There will be a rental review at the end of the fifth year commencing from the Listing Date.

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C&P CHANGI DISTRICENTRE 2

Description

C&P Changi Districentre 2, which is located at 3 Changi South Street 3, is a highly functional cargo liftlogistics facility comprising three levels of warehouse and a four-storey ancillary office building. Thewarehouse floors are designed with a floor loading capacity of 20KN/m2 and C&P Changi Districentre2 features six raised docks with dock-levellers. In addition, more than 60% of the warehouse space isair-conditioned. C&P Changi Districentre 2 is occupied by Schenker Singapore (Pte) Ltd.

C&P Changi Districentre 2 is located within the Changi International LogisPark (South), which is oneof Singapore’s most established logistics cluster, located at the eastern part of Singapore. Dedicatedto logistics companies that require excellent international connectivity and strategically located in closeproximity to Changi Airport, the 43-hectare hub has developed as a choice location for internationally-renowned logistics specialists. All the land parcels are allocated. Developments within the vicinitycomprise purpose-built warehouse and factory buildings that are generally engaged in the air-freightlogistics/distribution trade. It is well served by expressways/major roads such as the East CoastParkway, Pan Island Expressway, Xilin Avenue and Upper Changi Road and is within close proximityto Changi Airport. C&P Changi Districentre 2 is also located near the Expo MRT station.

C&P Changi Districentre 2’s location in Changi International LogisPark (South) complements CLT’sproperties in ALPS by providing a dedicated logistics facility in close proximity to Changi Airport justoutside the FTZ.

The table below sets out a summary of selected information on C&P Changi Districentre 2.

Occupancy by end-users 79.4%(1)

Property Type Cargo-lift logistics facility

JTC Leasehold Tenure 30 years from 16 February 1996 + 30 years

Issue of CSC/TOP CSC: 1 June 1998

TOP: 4 July 1997


Gross Floor Area 105,945 sq ft(2)







Note:

(1) The warehouse portion of C&P Changi Districentre 2 is 95.7% occupied. However, there is an ancillary office space that isunoccupied.

(2) Consists of approximately 87,961 sq ft of warehouse space and approximately 17,984 sq ft of ancillary office space.

The Master Lease

C&P Changi Districentre 2 will be leased back to C&P as the Master Lessee. The initial lease term isfor five years from the completion of the sale and purchase. Security deposits in the form of cash orbank guarantees totalling S$1.5 million will be held by CLT upon the Listing Date, representing anaverage of 12 months of rent.

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INSURANCE

The Properties are insured in accordance with industry practice in Singapore. Insurance policies takenup include insurance against business interruption, public liability (including personal injury) as well asindustrial all risks insurance. There are no significant or unusual excess or deductible amounts requiredunder these policies. In accordance with the triple net lease arrangement, the insurance of theProperties is paid for by the Master Lessees. CLT and the Master Lessees are named as co-insuredin the insurance policy.

There are, however, certain types of risks that are not covered by such insurance policies, includingacts of war, environmental damage and breaches of environmental laws and regulations. The Managermay in the future take up insurance against environmental damage as and when the Managerconsiders there is a need to do so.

CAPITAL EXPENDITURE

Any defects and encumbrances identified in the building audits undertaken for each of the Propertiescommissioned by CLT have been rectified prior to the Listing Date. As such, the Manager expects thatthe capital expenditure during the Forecast Year 2010 will be minimal. (See “Profit Forecast andProjection — Assumptions — Capital Expenditure” for details regarding capital expenditure.)

LEGAL PROCEEDINGS

None of CLT and the Manager is currently involved in any material litigation nor, to the best of theManager’s knowledge, is any material litigation currently contemplated or threatened against CLT or theManager.

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THE MANAGER AND CORPORATE GOVERNANCE

THE MANAGER OF CLT

The Manager, ARA-CWT Trust Management (Cache) Limited, was incorporated in Singapore under theCompanies Act, Chapter 50 of Singapore (the “Companies Act”) on 15 October 2009. It has a paid-upcapital of S$1.0 million, its registered office is 6 Temasek Boulevard, #16-02 Suntec Tower Four,Singapore 038986, and its telephone and facsimile numbers are +65 6835 9232 and +65 6835 9672respectively. The Manager is 60.0% owned by ARA and 40.0% owned by the Sponsor.

The Manager was issued a capital markets services licence for REIT management (“CMS Licence”)pursuant to the SFA on 31 March 2010.

Management Reporting Structure

Board of Directors

Mr Lim How Teck (Chairman & Non-Executive Director) Mr Lim Hwee Chiang John (Non-Executive Director)

Mr Liao Chung Lik (Non-Executive Director) Mr Jimmy Yim Wing Kuen (Non-Executive Director)

Mr Lim Ah Doo (Independent Director) Ms Stefanie Yuen Thio (Independent Director)

Mr Moses K. Song (Alternate Director to Mr Lim Hwee Chiang John)

Chief Executive Officer

Mr Daniel Cerf

Director & Head of Investment

Mr Ho Jiann Ching

Director & Head of Asset Management

Mr Foo Say Chuang

Finance Manager/ Investor Relations

Manager

Ms Serina Lim Lan Hong

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Board of Directors of the Manager

The board of directors of the Manager (the “Board”) is entrusted with the responsibility for the overallmanagement of the Manager. The following table sets forth information regarding the directors of theManager:

Name Age Address Position

Mr Lim How Teck 59 144 Upper Bukit Timah Road#21-04 Bukit ViewSingapore 588177

Chairman andNon-Executive Director

Mr Lim Hwee Chiang John 53 11 Goodman RoadSingapore 438976

Non-Executive Director

Mr Liao Chung Lik 51 6 Namly CrescentSingapore 267523


Mr Jimmy Yim Wing Kuen 50 97 Robertson Quay#10-06 RivergateSingapore 238257


Mr Lim Ah Doo 60 34 Linden DriveSingapore 288707

Independent Director

Ms Stefanie Yuen Thio 40 69A Coronation RoadHouse No. 2Singapore 269467

Independent Director

Mr Moses K. Song 39 139 Cavenagh Road#03-05 TownhouseApartmentsSingapore 229627

Alternate Director toMr Lim Hwee Chiang John

Each of the directors of the Manager has served as a director of a public-listed company or trust, savefor Mr Moses K. Song, where appropriate arrangements have been made to orientate Mr Moses K.Song in being a director of a public-listed trust. Accordingly, the directors of the Manager have theappropriate experience to act as the directors, and are familiar with the rules and responsibilities of adirector, of a public-listed company or trust.

Save as disclosed in this Prospectus, none of the directors of the Manager are related to one another,any substantial shareholder of the Manager or any Substantial Unitholder (as defined herein).

Mr Lim Hwee Chiang John, a Non-Executive Director of the Manager, is a substantial shareholder ofARA, which holds 60.0% of the total issued share capital of the Manager and upon completion of theOffering will hold 1.9% of the Units. Mr Liao Chung Lik, a Non-Executive Director of the Manager, is asubstantial shareholder of Stanley Liao Pte Ltd, which in turn is a substantial shareholder of C&P, whichin turn is a substantial shareholder of the Sponsor which holds 40.0% of the total issued share capitalof the Manager.

Upon completion of the Offering, C&P will directly hold 1.9% of the Units and the Sponsor will hold12.2% of the Units. (See “Ownership of Units” for further details).

Experience and Expertise of the Board of Directors

Information on the business and working experience of the directors of the Manager is set out below:

Mr Lim How Teck is the Chairman and a Non-Executive Director of the Manager.

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Mr Lim is also the chairman of Certis CISCO Security Pte. Ltd., deputy chairman of Tuas Power Ltd andan independent non-executive director of ARA, Eng Kong Holdings Limited, IFS Capital Limited,Lasseters International Holdings Limited and Mermaid Maritime Public Company Limited, all of whichare listed on the SGX-ST. In addition, Mr Lim is an independent non-executive director of RickmersTrust Management Pte. Ltd. (trustee-manager of Rickmers Maritime) and a governor of the Foundationfor Development Cooperation.

Currently, Mr Lim is the chairman of Redwood International Pte. Ltd., an investment and consultancycompany. From 1979 to 2005, Mr Lim was with Neptune Orient Lines Ltd where he held variouspositions including executive director, group chief financial officer, group chief operating officer andgroup deputy chief executive officer. He also held directorships in various subsidiaries, associatedcompanies and investment interests of Neptune Orient Lines Ltd. Prior to joining Neptune Orient LinesLtd, he was with Plessey Singapore from 1976 to 1979, a multinational trading and manufacturingcompany and Coopers & Lybrand, an international accounting firm.

Mr Lim holds a Bachelor of Accountancy degree from the University of Singapore. He also completedthe Corporate Financial Management Course and Advanced Management Programme at the HarvardGraduate School of Business. In addition, he is a Fellow of the Chartered Institute of ManagementAccountants, Certified Public Accountants Australia, the Institute of Certified Public Accountants ofSingapore and the Singapore Institute of Directors as well as an Associate of the Australian Institute ofBusiness Administration. Mr Lim was awarded the Public Service Medal (PBM) by the SingaporeGovernment in 1999.

Mr Lim Hwee Chiang John is a Non-Executive Director of the Manager.

Mr Lim is the group chief executive officer and an executive director of ARA. He is also a director of ARAAsset Management (Fortune) Limited (manager of Fortune REIT), ARA Trust Management (Suntec)Limited (manager of Suntec REIT), ARA Asset Management (Prosperity) Limited (manager ofProsperity REIT listed in Hong Kong) and Am ARA REIT Managers Sdn. Bhd. (manager of AmFIRSTREIT listed in Malaysia) and the chairman of APM Property Management Pte. Ltd., Suntec SingaporeInternational Convention & Exhibition Services Pte. Ltd. and the management council of ManagementCorporation Strata Title Plan No. 2179 (Suntec City). In addition, Mr Lim is an independent director andmember of the audit committee of Teckwah Industrial Corporation Limited which is listed on theSGX-ST. He is also the vice president of the Hong Kong-Singapore Business Association, the seniorvice president of the Asian Public Real Estate Association and a member of the Valuation Review Boardof the Ministry of Finance of Singapore.

Mr Lim has close to 30 years of experience in real estate. Prior to founding ARA, from 1997 to 2002,he was an executive director of GRA (Singapore) Pte. Ltd., a wholly-owned subsidiary of Prudential(US) Real Estate Investors. From 1996 to 1997, he founded and was the managing director of The LandManagers (S) Pte. Ltd., a Singapore-based property and consulting firm specialising in feasibilitystudies, marketing and leasing. He was the general manager of the Singapore Labour FoundationManagement Services Pte. Ltd. from 1991 to 1995, and was with DBS Land Limited (now part ofCapitaLand Limited) from 1981 to 1990.

Mr Lim holds an Engineering degree (First Class Honours), a Master of Science degree, as well as aDiploma in Business Administration, each from the National University of Singapore.

Mr Liao Chung Lik is a Non-Executive Director of the Manager.

Mr Liao is also a director of CWT and a number of private companies.

Mr Liao is currently the deputy group managing director of C&P, in charge of the C&P Group’s financeand assists the C&P Group managing director in overseeing the activities of the C&P Group. Mr Liao

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joined C&P in 1982 and in 1994, he was promoted to deputy managing director of the C&P Group. InOctober 2004, Mr Liao assisted the managing director of the C&P Group in the successful acquisitionof CWT.

Mr Liao holds a Bachelor of Business Administration degree from the National University of Singapore.

Mr Jimmy Yim Wing Kuen is a Non-Executive Director of the Manager.

Mr Yim also sits on the boards of Concord Energy Pte Ltd, CWT, Twentieth Century Fox Film (East) PteLtd, Alife Ltd, Low Keng Huat (Singapore) Ltd and Singapore Medical Group Limited.

He is currently the managing director of the Litigation & Dispute Resolution Department of Drew &Napier LLC, a leading legal practice in Singapore, established since 1889. He was admitted to theSingapore Bar in 1983 and joined Drew & Napier LLC in 1989. Mr Yim is one of the earliest batchesof Senior Counsel being appointed in January 1998. His practice covers a range of civil and commerciallaw, criminal law and international commercial arbitrations.

Mr Yim is a fellow of the Singapore Institute of Arbitrators, a regional arbitrator with the SingaporeInternational Arbitration Centre and panel member of mediators for FIDRC of the Association of Banksin Singapore. He is recommended by name in the various professional journals and ranking agenciesin the area of dispute resolution.

Mr Lim Ah Doo is an Independent Director of the Manager and the Chairman of the Audit Committee.

Mr Lim is an independent director and chairman of the audit committees of Sembcorp Marine Ltd andGP Industries Limited (both of which are listed on the SGX-ST), an independent director of SMInvestments Corporation (a company listed on The Philippine Stock Exchange), and a director of EDBInvestments Pte Ltd.

Mr Lim brings with him vast experience and wide knowledge as a former senior banker and corporateexecutive. He held several key positions in Morgan Grenfell during his 18-year banking career withMorgan Grenfell (Asia) Limited from 1977 to 1995. The positions he held included executive, assistantmanager, manager, associate director and director. Mr Lim became the managing director of MorganGrenfell (Asia) Limited in 1989 and subsequently the Chairman and Managing Director in 1993, aposition which he held until he left Morgan Grenfell (Asia) Limited in 1995. From 2003 to 2008, he wasthe president and subsequently non-executive vice chairman of RGE Pte. Ltd. (formerly known as RGMInternational Pte. Ltd.), a leading global resource-based group. Mr Lim was formerly an independentcommissioner and chairman of the audit committee of PT Indosat Tbk, a leading listed Indonesiantelecommunications group. He also represented RGE Pte. Ltd. as a council member of theSingapore-Shandong Business Council and Singapore-Jiangsu Co-operation Council, and served aschairman of EDBV Management Pte. Ltd. from 2005 to 2006 and the Singapore Investment BankingAssociation from 1994 to 1995 (as representative of Morgan Grenfell (Asia) Limited).

Mr Lim holds a honours degree in engineering from the Queen Mary College, University of London anda Master in Business Administration degree from the Cranfield Institute of Technology.

Ms Stefanie Yuen Thio is an Independent Director of the Manager.

Ms Thio is the joint managing director of TSMP Law Corporation and is the head of its corporatepractice. She was admitted to the Singapore Bar in 1994 and her areas of expertise include mergersand acquisitions, equity capital markets, corporate transactions and regulatory advice. Her clientsinclude logistics companies, REITs and REIT managers.

Prior to joining TSMP Law Corporation in 1998 when it was established, she practised law at KhattarWong & Partners from 1994 to 1996, and thereafter at Yeo Wee Kiong & Partners from 1996 to 1998.

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Ms Thio graduated from the National University of Singapore with an LLB (Hons) degree in 1993.

Mr Moses K. Song is an Alternate Director to Mr Lim Hwee Chiang John.

Mr Song has extensive experience in Asian real estate both in a principal investing and legal advisorycapacity. He is currently the director, corporate business development of ARA, responsible for leadingthe business development efforts of the ARA Group.

Prior to joining ARA in 2009, Mr Song was a principal and served as the chief operating officer ofLubert-Adler Asia Advisors Pte. Ltd., the Asia investment platform of U.S.-based real estate privateequity firm Lubert-Adler Partners, L.P., in 2008, where he was responsible for North Asia investmentopportunities. Prior to that, he was with Marathon Asset Management (Singapore) Pte. Ltd., as amanaging director, responsible for real estate finance and investments in Asia in 2007. He was basedin Hong Kong from 2004 to 2007 with Merrill Lynch (Asia Pacific) Limited as a director in the globalcommercial real estate group and Morgan Stanley Asia Limited as a vice president in the investmentbanking division.

Mr Song began his career as a corporate and real estate finance attorney in the United States. Herelocated to Asia in 2000 as a seconded attorney to Morgan Stanley International Real Estate Fundsin Tokyo, Japan and was appointed general counsel of Morgan Stanley’s real estate asset managementplatform in Korea from 2001 to 2004.

Mr Song holds a Juris Doctorate from Vanderbilt University School of Law and a Bachelor of Sciencein economics degree from Centre College.

List of Present and Past Principal Directorships of Directors

A list of the present and past directorships of each director of the Manager over the last five yearspreceding the Latest Practicable Date is set out in Appendix H, “List of Present and Past PrincipalDirectorships of Directors and Executive Officers”.

Role of the Board of Directors

The key roles of the Board are to:

• guide the corporate strategy and directions of the Manager;

• ensure that senior management discharges business leadership and demonstrates the highestquality of management skills with integrity and enterprise; and

• oversee the proper conduct of the Manager.

The Board comprises six directors. The Audit Committee of the Board comprises Mr Lim How Teck, MrLim Ah Doo and Ms Stefanie Yuen Thio. Mr Lim Ah Doo will assume the position of Chairman of theAudit Committee.

The Board meets to review the key activities and business strategies of the Manager. The Boardintends to meet regularly, at least once every three months, to deliberate the strategic policies of CLT,including acquisitions and disposals, funding strategy and hedging activities, approval of the annualbudget and review of the performance of CLT.

Each director of the Manager has been appointed on the basis of his professional experience and hisability to contribute to the proper guidance of CLT. The directors of the Manager will contribute indifferent ways, including offering their personal networks to further the interest of CLT.

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The Board will have in place a set of internal controls which set out certain approval limits to facilitateoperational efficiency as well as arrangements in relation to cheque signatories. In addition, sub-limitsare also delegated to various management levels to facilitate operational efficiency.

Changes to regulations and accounting standards are monitored closely by the members of the Board’sAudit Committee. To keep pace with regulatory changes, where these changes have an importantbearing on the Manager’s or its directors’ disclosure obligations, the directors of the Manager will bebriefed either during Board meetings or at specially convened sessions involving relevantprofessionals.

Management also provides the Board with complete and adequate information in a timely mannerthrough regular updates on financial results, market trends and business developments.

At least one-third of the directors of the Manager are non-executive and independent of themanagement. This enables the management to benefit from their external, diverse and objectiveperspective on issues that are brought before the Board. It would also enable the Board to interact andwork with the management through a robust exchange of ideas and views to help shape the strategicprocess. This, together with a clear separation of the roles of the Chairman and the Chief ExecutiveOfficer, provides a healthy professional relationship between the Board and the management, withclarity of roles and robust oversight as they deliberate on the business activities of the Manager.

The positions of Chairman of the Board and Chief Executive Officer are separately held by two personsin order to maintain an effective check and balance. The Chairman of the Board is Mr Lim How Teck,while the Chief Executive Officer is Mr Daniel Cerf.

There is a clear separation of the roles and responsibilities between the Chairman and the ChiefExecutive Officer of the Manager. The Chairman is responsible for the overall management of theBoard as well as ensuring that the members of the Board and the management work together withintegrity and competency, and that the Board engages the management in constructive debate onstrategy, business operations, enterprise risk and other plans. The Chief Executive Officer has fullexecutive responsibilities over the business directions and operational decisions in the day-to-daymanagement of the Manager.

The Board has separate and independent access to senior management and the company secretaryat all times. The company secretary attends to corporate secretarial administration matters and attendsall Board meetings. The Board also has access to independent professional advice where appropriateand whenever requested.

Executive Officers of the Manager

The executive officers of the Manager are entrusted with the responsibility for the daily operations ofthe Manager. The following table sets forth information regarding the executive officers of the Manager:

Name Address Position

Mr Daniel Cerf 10 Gopeng Street#07-07 The IconSingapore 078878

Chief Executive Officer

Mr Ho Jiann Ching 61 Bright Hill Drive#11-05 Bishan PointSingapore 579653

Director & Head of Investment

Mr Foo Say Chuang 43 Jalan ChempedakSingapore 578425

Director & Head of AssetManagement

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Name Address Position

Ms Serina Lim Lan Hong Blk 851 Hougang Central#16-01Singapore 530851

Finance Manager and InvestorRelations Manager

Expertise and experience of Executive Officers

Information on the working experience of the executive officers of the Manager is set out below:

Mr Daniel Cerf is the Chief Executive Officer of the Manager.

Mr Cerf has more than 20 years of experience in real estate in Asia, working on investment anddevelopment ventures in Hong Kong, Philippines, Singapore, Indonesia, Thailand, Vietnam andMalaysia.

Before joining the Manager, Mr Cerf joined Keppel Land Limited in March 2006 and in July 2006became the deputy chief executive officer of K-REIT Asia Management Limited, the manager of K-REITAsia — a Keppel Land Limited sponsored REIT listed on the SGX-ST. During Mr Cerf’s tenure from2006 to 2009, the total assets under management of K-REIT Asia grew from S$637 million at listing toover S$2.1 billion. Mr Cerf’s duties covered all day-to-day operations of K-REIT Asia ManagementLimited, including sourcing and managing a team of investment, asset and finance managers inmeeting the strategic, investment and operational objectives of K-REIT Asia. As deputy chief executiveofficer, Mr Cerf assisted in delivering positive performance and distribution results in every quarterthroughout his tenure with the company.

He has also held key director and management positions with First Pacific Land — the former realestate investment and development arm of the First Pacific Company — in Hong Kong, Singapore andMalaysia. He joined First Pacific Land Hong Kong in June 1989 as a senior development manager andwas responsible for the group’s developments in Hong Kong, Malaysia, The Philippines and Vietnam.In January 1991, he was appointed director and general manager of FP Land Singapore and oversawthe group’s investment interests in Singapore. In a dual role, he was also director and general managerof First Pacific Land Malaysia which was involved in both investments and development. While at FirstPacific Land, Mr Cerf was a development/project manager for Rufino Tower in Manila, Pacific Plaza inManila, Menara Bukit Ceylon, Kuala Lumpur, Saigon Centre (Masterplan), Ho Chi Minh City andAigburth Hall redevelopment, Hong Kong.

In mid-1993, Mr Cerf, together with a group of investors, carried out a successful management buyoutof First Pacific Land’s real estate interests in Malaysia. The company was re-named Supreme ValueProperties (M) Sdn Bhd, where he was a director and general manager from 1993 to 1998 andmanaging director from 1999 to 2005 and was involved in managing the day-to-day operations of thebusiness including fund raising and investor relations. He continued to run Supreme Value Properties(M) Sdn Bhd and provided real estate investment and development management consulting servicesto regional and multi-national organizations through 2005. While at Supreme Value Properties (M) SdnBhd, Mr Cerf was the development/project manager for 191 Jalan Ampang, Kuala Lumpur, Man YauHoldings HQ, Penang, KUB HQ & mixed-use development, Kuala Lumpur and Ericsson HQ,Cyberjaya, Malaysia.

Mr Cerf is a licensed architect in the United States and holds a Bachelor of Architecture degree (Dean’sList) from the University of Oklahoma, USA.

Mr Ho Jiann Ching is the Director & Head of Investment of the Manager.

Mr Ho has more than 16 years of experience in real estate investment, development, assetmanagement and marketing in the regional property markets.

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Before joining ARA in July 2009, Mr Ho spent more than eight years as the director of businessdevelopment in Ayala International Holdings Limited from May 2001 to June 2009 (which is the regionalreal estate arm of Ayala Corporation, a company listed in The Philippines, with investments across theregion’s capital cities in residential, retail, and office sectors and which is involved in investment,development trading, and fund management) and concurrently as the head of transaction review for theAyala sponsored ARCH Asian Partners Fund. In his previous roles in Ayala International, he wasresponsible for the sourcing of business opportunities in Singapore, Thailand, Vietnam, Malaysia,Indonesia, Hong Kong, China, Japan and Australia markets, and undertakes investment analysis,conducts due diligence and prepares investment proposals for investment decision. While at AyalaInternational, Mr Ho was involved in the execution of investment and asset management of the TokyoResidential Property Fund in 2001/2004, the refurbishment, leasing and the sale of a conservationoffice property in Melbourne, Australia in 2002/2003, the development and sale of a luxury residentialblock in Hong Kong in 2003/2004 and partnership with a prominent local real estate developer for fourcondominium development projects in Bangkok.

Mr Ho joined Sembawang Properties from February 1996 to April 2001 — the property arm of theSingapore Government-linked conglomerate SembCorp Industries — in 1996 as Project/InvestmentManager and managed a team of investment analyst and marketing research executives to compileand maintain a research/market database, initiate concepts and blueprints for development plans, andreview optimal capital structure and income growth objectives.

Mr Ho has been involved in a number of development projects, which includes The Paterson Edge, TheEdge on Cairnhill, 30 Hill Street, Grosvenor Place (in Hong Kong), Amanta Ratchada/AmantaLumpini/Parkland Srinakarin/Parkland Thapra-Taksin (in Bangkok) and residential projects in Chinaduring his tenure in Sembawang Properties and Ayala International Holdings Limited.

Mr Ho began his career in 1993 as a senior marketing officer with JTC, a statutory board that controlsthe development and marketing of major industrial estates in Singapore. His key responsibilitiesincluded pricing evaluation of strategic projects brought in by Economic Development Board ofSingapore and land-use planning based on specific industry needs. Mr Ho was at JTC from July 1993to January 1996.

Mr Ho holds a Bachelor of Science (Honours) degree in Estate Management from the NationalUniversity of Singapore.

Mr Foo Say Chuang is the Director & Head of Asset Management of the Manager.

Mr Foo has more than 25 years of logistics experience in local and multinational corporations. He wasappointed the managing director for CWT in July 2007 and was in charge of infrastructure & businessdevelopment where he was responsible for the development and expansion of the Group’s logisticsbusiness in Singapore and the regional market, including Russia, India, Malaysia and Thailand. Priorto that Mr Foo worked for several years with CWT from December 2002 to June 2007 as generalmanager where under his helm he helped the group significantly expand its logistics business.

Mr Foo also worked with Trans-Link in Singapore from April 1999 to December 2002 where he alsodeveloped new 3PL business for the company. He also held the position with Royal Ahold Asia Pacific— a global supermarket retail chain — as regional director in charge of logistics and distribution fromOctober 1996 to March 1999.

Mr Foo holds a Bachelor of Business in Transport degree from the Royal Melbourne Institute ofTechnology, a Diploma in Shipping Management (Maritime Studies) from Singapore Polytechnic and aDiploma in Sales & Marketing from the Marketing Institute of Singapore.

Ms Serina Lim Lan Hong is the Finance Manager of the Manager and is also the Investor RelationsManager of the Manager. As the Investor Relations Manager, Ms Lim will be acting under thesupervision of Mr Daniel Cerf, the Chief Executive Officer of the Manager.

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Ms Lim has more than 18 years of experience in audit, accounting and finance-related work includinggroup accounting and reporting, fund management and accounting, tax and management of treasuryoperations.

Prior to joining the Manager, she was an assistant vice president (fund finance) with RREEF AlternativeInvestments (Asia Pacific), the global alternative investment management business of Deutsche Bank’sAsset Management division from January 2009 to May 2009 where she was responsible for theaccounting function for a few entities within the group.

From August 2007 to January 2009, Ms Lim was a senior finance manager of CapitaLand FinancialLimited, the real estate financial services arm of CapitaLand Limited. She was the finance managerresponsible for the full accounting and administrative functions of a few real estate private equity fundswith investments in China and Japan. In addition, she was also responsible for the financial andmanagement accounting function for CapitaLand Financial Limited’s group of companies. Prior to that,she was the assistant director (Financial Accounting) of SBS Transit Ltd from March 2006 to July 2007where she oversaw a team involved in the day-to-day operation of the finance department and thequarterly and yearly SGX-ST announcement. Ms Lim joined City Developments Limited as a senioraccountant in September 1995 and last held the position of senior group accounts manager when sheleft the company in October 2005. Her role included leading a team responsible for the accounting andconsolidation of results for the group of companies, budgeting and forecasting as well as the quarterlyand yearly SGX-ST announcement. Prior to that, she was with Genelabs Diagnostics Pte Ltd (nowknown as MP Biomedicals (Singapore) Pte. Ltd.) from September 1994 to September 1995 and withYokogawa Asia Pte. Ltd. from January 1994 to August 1994.

Ms Lim began her career as an auditor with KPMG, Singapore and was at KPMG, Singapore from June1991 to December 1993.

Ms Lim holds a Bachelor of Accountancy degree from the National University of Singapore and is aCertified Public Accountant with the Institute of Certified Public Accountants of Singapore.

The Audit Committee is of the opinion that Ms Lim is suitable as the Finance Manager on the basis ofher qualifications and relevant past experience.

List of Present and Past Principal Directorships of Executive Officers

A list of the present and past directorships of each executive officer of the Manager over the last fiveyears preceding the Latest Practicable Date is set out in Appendix H, “List of Present and Past PrincipalDirectorships of Directors and Executive Officers”.

Roles of the Executive Officers of the Manager

The Chief Executive Officer of the Manager will work with the Board to determine the strategy for CLT.The Chief Executive Officer will also work with the other members of the Manager’s management teamto ensure that CLT operates in accordance with the Manager’s stated investment strategy. Additionally,the Chief Executive Officer will be responsible for planning the future strategic development of CLT. Heis also responsible for strategic planning, the overall day-to-day management and operations of CLTand working with the Manager’s investment, asset management, financial and legal and compliancepersonnel in meeting the strategic, investment and operational objectives of CLT.

The Director & Head of Investment is in charge of the investment team, which is responsible foridentifying, researching and evaluating potential acquisitions and related investments with a view toenhancing CLT’s portfolio, or divestments where a property is no longer strategic, fails to enhance thevalue of CLT’s portfolio or fails to be yield accretive. In order to support these various initiatives, theteam develops financial models to test the financial impact of different courses of action. These findingswill be research-driven to help develop and implement the proposed initiatives.

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The Director & Head of Asset Management is in charge of the asset management team, which isresponsible for formulating the business plans in relation to CLT’s properties with short, medium andlong-term objectives, and with a view to maximising the rental income of CLT. He will ensure that theasset managers work closely with the Property Manager to implement CLT’s strategies to maximise theincome generation potential and minimise the expense base of the properties without compromisingtheir marketability. The asset management team led by the Director & Head of Asset Managementfocuses on the operations of CLT’s properties, the implementation of the short to medium-termobjectives of CLT’s portfolio and supervise the Property Manager in the implementation of CLT’sproperty-related strategies including analysing and recommending asset enhancement initiatives.

The Finance Manager of the Manager will work with the Chief Executive Officer and the othermembers of the Manager’s management team to formulate strategic plans for CLT in accordance withthe Manager’s stated investment strategy. She will be responsible for applying the appropriate capitalmanagement strategy, including tax and treasury matters, as well as finance and accounting matters,overseeing implementation of CLT’s short and medium-term business plans, fund managementactivities and financial condition.

The Investor Relations Manager of the Manager is responsible for facilitating communications andliaison with Unitholders. Her responsibility also includes regular statutory reporting, such as producingannual reports to Unitholders, and reporting to the SGX-ST in compliance with the Listing Manual. Theprincipal objective of the Investor Relations Manager is to provide exceptional service to Unitholders bymaintaining continuous disclosure and transparent communications with Unitholders and the market.She will work closely with the rest of the members of the team in facilitating and co-ordinating theformulation of strategic plans focused primarily on the creation of value for Unitholders, and inpromoting and marketing CLT to Unitholders, prospective investors and the media through regularcommunications, roadshows, events and the website.

Roles and Responsibilities of the Manager

The Manager has general powers of management over the assets of CLT. The Manager’s mainresponsibility is to manage CLT’s assets and liabilities for the benefit of Unitholders.

The Manager will set the strategic direction of CLT and give recommendations to the Trustee on theacquisition, divestment and/or enhancement of assets of CLT in accordance with its stated investmentstrategy.

The Manager has covenanted in the Trust Deed to use its best endeavours to:

• carry on and conduct its business in a proper and efficient manner;

• ensure that CLT’s operations are carried on and conducted in a proper and efficient manner; and

• conduct all transactions with or for CLT at arm’s length and on normal commercial terms.

The Manager will prepare property plans on a regular basis, which may contain proposals and forecastson net income, capital expenditure, sales and valuations, explanations of major variances to previousforecasts, written commentary on key issues and any relevant assumptions. The purpose of theseplans is to explain the performance of CLT’s properties.

The Manager will also be responsible for ensuring compliance with the applicable provisions of the SFAand all other relevant legislation, the Listing Manual, the CIS Code (including the Property FundsAppendix), the Singapore Code on Take-overs and Mergers, the Trust Deed, the CMS Licence and anytax ruling and all relevant contracts. The Manager will be responsible for all regular communicationswith Unitholders.

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The Manager may require the Trustee to borrow (upon such terms and conditions as the Managerdeems fit, including the charging or mortgaging of all or any part of the Deposited Property) wheneverthe Manager considers, among others, that such borrowings are necessary or desirable in order toenable CLT to meet any liabilities or to finance the acquisition of any property. However, the Managermust not direct the Trustee to incur a borrowing if to do so would mean that CLT’s total borrowings anddeferred payments exceed the limit stipulated by the MAS based on the value of its Deposited Propertyat the time the borrowing is incurred, taking into account deferred payments (including deferredpayments for assets whether to be settled in cash or in Units).

In the absence of fraud, gross negligence, wilful default or breach of the Trust Deed by the Manager,it shall not incur any liability by reason of any error of law or any matter or thing done or suffered to bedone or omitted to be done by it in good faith under the Trust Deed. In addition, the Manager shall beentitled, for the purpose of indemnity against any actions, costs, claims, damages, expenses ordemands to which it may be put as Manager, to have recourse to the Deposited Property or any partthereof save where such action, cost, claim, damage, expense or demand is occasioned by the fraud,gross negligence, wilful default or breach of the Trust Deed by the Manager.

The Manager may, in managing CLT and in carrying out and performing its duties and obligations underthe Trust Deed, with the written consent of the Trustee, appoint such person to exercise any or all ofits powers and discretions and to perform all or any of its obligations under the Trust Deed, providedalways that the Manager shall be liable for all acts and omissions of such persons as if such acts andomissions were its own.

Manager’s Fees

The Manager is entitled under the Trust Deed to the following management fees:

• a Base Fee at the rate of 0.5% per annum of the value of the Consolidated Assets; and

• a Performance Fee equal to the rate of 1.5% per annum of the Net Property Income of CLT or therelevant SPVs for each financial year.

The Manager may elect to receive the Base Fee and Performance Fee in cash or Units or acombination of cash and Units (as it may in its sole discretion determine).

For the Forecast Year 2010 and the Projection Year 2011, the Manager has elected to receive 75.0%of its Base Fee and 75.0% of its Performance Fee in the form of Units, except that where the issue price(which is equal to the Market Price) of each Unit is at a discount of at least 20.0% to the NAV per Unitduring such periods, the Manager has committed to receive the fees wholly in cash.

Any increase in the rate or any change in the structure of the Manager’s management fees must beapproved by an Extraordinary Resolution passed at a Unitholders’ meeting duly convened and held inaccordance with the provisions of the Trust Deed. For the avoidance of doubt, the Manager’s changein its election to receive cash or Units or a combination of cash and Units is not considered as a changein structure of the Manager’s management fees.

The Manager is also entitled to:

• 1.0% of the acquisition price of real estate or real estate-related assets acquired directly orindirectly, through one or more SPVs, pro rated if applicable to the proportion of CLT’s interest. Forthe purposes of this acquisition fee, real estate-related assets include all classes and types ofsecurities relating to real estate; and

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• 0.5% of the sale price of real estate or real estate-related assets disposed, pro rated if applicableto the proportion of CLT’s interest. For the purposes of this disposal fee, real estate-related assetsinclude all classes and types of securities relating to real estate.

No acquisition fee is payable for the acquisition of the Properties. In accordance with the PropertyFunds Appendix, where the Manager receives a percentage-based fee when CLT acquires real estatefrom an interested party, or disposes of real estate to an interested party, the acquisition fee or, as thecase may be, the divestment fee should be in the form of Units issued at prevailing market prices, suchUnits not to be sold within one year from the date of issuance.

Any payment to third party agents or brokers in connection with the acquisition or divestment of any realestate of CLT shall be paid by the Manager to such persons out of the Deposited Property or the assetsof the relevant SPV, and not out of the acquisition fee or the divestment fee received or to be receivedby the Manager.

The acquisition fee and divestment fee are payable to the Manager in the form of cash and/or Units (asthe Manager may elect) at the then prevailing market price provided that in respect of any acquisitionand sale or divestment of real estate assets from/to interested parties, such a fee should be in the formof Units issued by CLT at prevailing market price(s).

Any increase in the maximum permitted level of the Manager’s acquisition fee or disposal fee must beapproved by an Extraordinary Resolution passed at a Unitholders’ meeting duly convened and held inaccordance with the provisions of the Trust Deed.

Retirement or removal of the Manager

The Manager shall have the power to retire in favour of a corporation approved by the Trustee to actas the manager of CLT.

Also, the Manager may be removed by notice given in writing by the Trustee if:

• the Manager goes into liquidation (except a voluntary liquidation for the purpose of reconstructionor amalgamation upon terms previously approved in writing by the Trustee) or a receiver isappointed over its assets or a judicial manager is appointed in respect of the Manager;

• the Manager ceases to carry on business;

• the Manager fails or neglects after reasonable notice from the Trustee to carry out or satisfy anymaterial obligation imposed on the Manager by the Trust Deed;

• the Unitholders by an Ordinary Resolution (as defined herein) duly proposed and passed byUnitholders present and voting at a meeting of Unitholders convened in accordance with the TrustDeed, with no Unitholder (including the Manager and its Related Parties) being disenfranchised,vote to remove the Manager;

• for good and sufficient reason, the Trustee is of the opinion, and so states in writing, that a changeof the Manager is desirable in the interests of the Unitholders; or

• the MAS directs the Trustee to remove the Manager.

Where the Manager is removed on the basis that a change of the Manager is desirable in the interestsof the Unitholders, the Manager has a right under the Trust Deed to refer the matter to arbitration. Anydecision made pursuant to such arbitration proceedings is binding upon the Manager, the Trustee andall Unitholders.

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THE PROPERTY MANAGER

Cache Property Management Pte. Ltd. has been appointed as property manager of the Properties. TheProperty Manager is 60.0% owned by the Sponsor and 40.0% owned by ARA, and was incorporatedin Singapore under the Companies Act on 14 October 2009. Its registered office is located at 6 TemasekBoulevard #16-02 Suntec Tower Four, Singapore 038986.

The board of directors of the Property Manager is made up of individuals with a broad range ofcommercial experience, including expertise in property investment, development and management.

Property Management Reporting Structure

The executive officers of the Property Manager are entrusted with the responsibility for the dailyoperations of the Property Manager. The chart below sets out the key executive officers of the PropertyManager.

General Manager

Mr Tan Choon Meng

Property Manager

Mr Jack Chee Kian Lee

Finance Manager

Mr Raymond Chong Wee Chiun

Expertise and experience of Executive Officers of the Property Manager

Mr Tan Choon Meng will be the General Manager of the Property Manager.

Since 2007, Mr Tan has been the deputy general manager at Indeco Engineers (Pte) Ltd, awholly-owned subsidiary of the Sponsor, where he is responsible for the operations of the facilitymanagement division. It is intended that Mr Tan will be transferred to the Property Manager and beappointed the General Manager upon the listing of CLT.

Prior to re-joining Indeco Engineers (Pte) Ltd in 2007, Mr Tan was the corporate general manager atAgung Sedayu Group (Indonesia) from 2006 to 2007, where he was responsible for the propertymanagement of a shopping mall and shophouses situated in Northern Jakarta, the supervision ofdefects and modification of the monitoring and evaluation system installations, and energy audit.

Before this, he was the assistant vice president at Surbana Facilities Management Pte. Ltd. from 2005to 2006, where he was responsible for property management and operations of the Housing andDevelopment Board shopping malls and was also actively involved in the business development andmarketing of facilities management services to clients from China, the Middle East countries, Malaysia,Indonesia and local customers. Prior to that, he was the project director at Master Contract ServicesPte Ltd from 2003 to 2005, where he was responsible for the handicap facilities upgrading project for11 underground MRT stations.

From 1995 to 2003, Mr Tan was the senior manager and assistant general manager of IndecoEngineers (Pte) Ltd.

Mr Tan began his career at Indeco Consultants Pte Ltd as a mechanical designer in 1981 and has sincethen accumulated more than 20 years of extensive experience in property and facilities management

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in commercial buildings, institutional buildings, hospitals, hotels and army camps/training facilitiesincluding overseas projects in China, Vietnam, Indonesia and the Middle East.

He graduated from the University of Bradford and holds a Bachelor of Science (Honours) in Business& Management Studies degree.

Mr Jack Chee Kian Lee will be the property manager of the Property Manager.

Since November 2007, Mr Chee has been the head of facility management at the Sponsor, where heis responsible for leading a team of seven staff in managing 11 large warehouses in CWT. It is intendedthat Mr Chee will be transferred to the Property Manager and be appointed Property Manager upon thelisting of CLT.

Mr Chee first joined the Sponsor in July 2003 where he was the manager of estate management untilJuly 2006. Mr Chee then became the property manager at Cambridge Industrial Property ManagementPte. Ltd. from July 2006 to November 2007 before he rejoined the Sponsor in November 2007. Mr Cheewas one of the pioneer staff in the initial set up of Cambridge Industrial Property Management Pte. Ltd.and was responsible for setting the direction of property management roles, guiding tenants to adhereto their relevant lease agreements especially in subletting issues, capital expenditures, compliance toauthorities and rental arrear.

Before joining the Sponsor in July 2003, Mr Chee was the facility manager at Alkaff Mansion Pte Ltdfrom August 2002 to July 2003, where he was responsible for the management of all facilities, operationequipment and security services for a 10,000 sq m dining and banquet venue. Prior to that, he was thebuilding manager and fire safety manager at CPG Facilities Management Pte Ltd (formerly named asPWDEMS Pte Ltd) from September 2000 to August 2002, where he was responsible for carrying outof maintenance audits in the monitoring and evaluation system, building works, landscaping, pestcontrol, housekeeping and security services.

From April 1999 to April 2000, Mr Chee was the building & fire safety manager of Inasia Warehouse PteLtd.

Mr Chee began his career as a production management trainee at Keppel FELS Limited in March 1991and has since then accumulated more than 10 years of extensive practical experience in buildingmanagement and fire safety in industrial, commercial and public buildings.

He graduated from Singapore Polytechnic in 1987 and holds a Diploma in Marine Engineering.

Mr Raymond Chong Wee Chiun will be the Finance Manager of the Property Manager.

Since February 2008, Mr Chong has been the regional finance manager at the Sponsor, where he isresponsible for overseeing a group of subsidiaries, both local and overseas, in finance-related mattersincluding management reporting, process & system review, implementation, budgeting, restructuringand setting up overseas operations. He is also involved in special projects such as mergers &acquisitions and projects evaluation. It is intended that Mr Chong will be transferred to the PropertyManager and be appointed Finance Manager upon the listing of CLT.

Before joining the Sponsor in 2008, Mr Chong was the financial consultant and subsequently the groupaccountant of Flight Centre Ltd, New Zealand, a subsidiary of Flight Centre Ltd, Australia, from July2006 to January 2008. At Flight Centre Ltd, New Zealand, Mr Chong was responsible for providingfinancial advice, auditing and keeping full set accounts of 16 retail outlets including managementreporting. He was also responsible for, amongst others, reporting to the financial controller, supervisingthe finance team of three assistants, as well as keeping full accounts for Flight Centre Ltd, NewZealand.

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Prior to this, Mr Chong was the assistant manager (regional accountant) of Stiefel Laboratories Pte Ltdfrom January 2004 to February 2006 where he was responsible for reporting to the area financedirector, setting up the share service centre (finance) in Singapore to provide accounting andmanagement reporting services to other Asia-Pacific countries, overseeing the treasury function ofStiefel Laboratories Pte Ltd’s operations in Singapore, as well as supervising a team of two assistantsand liaising with other finance personnel in the region.

From April 2003 to December 2003, Mr Chong was an accountant at the Sponsor and prior to that hewas a corporate accountant at Vita Health Laboratories Pte Ltd from December 2001 to February 2003.Before joining Vita Health Laboratories Pte Ltd in December 2001, he was a senior audit assistant fromDecember 1999 to December 2000 and an audit senior from January 2001 to November 2001 at BDOInternational.

Mr Chong began his career as an audit assistant at Deloitte Touche Tomatsu International, Sarawak,Malaysia in December 1996 and has since accumulated more than 10 years of extensive experiencein managing reporting expectations from head office and achieving high-quality management andfinancial reports for several other countries, aside from Singapore, such as Australia, Hong Kong,Thailand, Philippines, Taiwan, Pakistan and India.

He graduated from the University of Otago in 1996 and holds a Bachelor of Commerce in Accountingdegree.

ANNUAL REPORTS

An annual report will be issued by the Manager to Unitholders within the timeframe as set out in theListing Manual and the CIS Code, and at least 14 days before the annual general meeting of theUnitholders, containing, among others, the following key items:

(i) details of all real estate transactions entered into during the financial accounting period;

(ii) details of CLT’s real estate assets;

(iii) if applicable, with respect to investments other than real property:

(a) a brief description of the business;

(b) proportion of share capital owned;

(c) cost;

(d) (if relevant) directors of the Manager’ valuation and in the case of listed investments,market value;

(e) dividends received during the year (indicating any interim dividends);

(f) dividend cover or underlying earnings;

(g) any extraordinary items; and

(h) net assets attributable to investments;

(iv) cost of each property held by CLT;

(v) annual valuation of each property of CLT;

(vi) analysis of provision for diminution in value of each property of CLT (to the extent possible);

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(vii) annual rental income for each property of CLT;

(viii) occupancy rates for each property of CLT;

(ix) remaining term for each of CLT’s leasehold properties;

(x) amount of distributable income held pending distribution;

(xi) details of assets other than real estate;

(xii) details of CLT’s exposure to derivatives;

(xiii) details of CLT’s investments in other property funds;

(xiv) details of borrowings by the Trustee and other financial accommodation to the Trustee;

(xv) value of the Deposited Property and the NAV of CLT at the beginning and end of the financialyear under review;

(xvi) the prices at which the Units were quoted at the beginning and end of the accounting period, andthe highest and lowest prices at which the Units were traded on the SGX-ST during the financialaccounting period;

(xvii) volume of trade in the Units during the accounting period;

(xviii) the aggregate value of all transactions entered into by the Trustee with an “interested party” (asdefined in the Property Funds Appendix) or with an “interested person” (as defined in the ListingManual) during the financial year under review;

(xix) total operating expenses of CLT in respect of the accounting period, including expenses paid tothe Manager and interested parties (if any) and the Trustee, and taxation incurred in relation toCLT’s properties;

(xx) historical performance of CLT, including rental income obtained and occupancy rates for eachproperty in respect of the accounting period and other various periods of time (e.g. one-year,three-year, five-year or 10-year) and any distributions made;

(xxi) total amount of fees paid to the Trustee;

(xxii) name of the manager of CLT, together with an indication of the terms and duration of itsappointment and the basis of its remuneration;

(xxiii) total amount of fees paid to the Manager and the price(s) of the Units at which they were issuedin part payment thereof;

(xxiv) total amount of fees paid to the Property Manager;

(xxv) an analysis of realised and unrealised surpluses or losses, stating separately profits and lossesas between listed and unlisted investments, if applicable;

(xxvi) any extraordinary items; and

(xxvii) such other items which may be required to be disclosed under the prevailing applicable laws,regulations and rules.

The first report will cover the period from the Listing Date to 31 December 2010.

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Additionally, CLT will announce its NAV on a quarterly basis. Such announcements will be based on thelatest available valuation of CLT’s real estate and real estate-related assets, which will be conductedat least once a year (as required under the Property Funds Appendix). The first such valuation will beconducted by 31 October 2010.

CORPORATE GOVERNANCE OF THE MANAGER

The following outlines the main corporate governance practices of the Manager.

Board of Directors of the Manager

The Board is responsible for the overall corporate governance of the Manager including establishinggoals for management and monitoring the achievement of these goals. The Manager is alsoresponsible for the strategic business direction and risk management of CLT. All Board membersparticipate in matters relating to corporate governance, business operations and risks, financialperformance, and the nomination and review of the directors of the Manager.

The Board will have in place a framework for the management of the Manager and CLT, including asystem of internal audit and control and a business risk management process. The Board consists ofsix members, two of whom are Independent Directors. None of the directors of the Manager hasentered into any service contract directly with CLT.

The composition of the Board is determined using the following principles:

• the Chairman of the Board should be a non-executive director of the Manager;

• the Board should comprise directors with a broad range of commercial experience includingexpertise in funds management, legal matters, audit and accounting and the property industry;and

• at least one third of the Board should comprise Independent Directors.

The composition will be reviewed regularly to ensure that the Board has the appropriate mix ofexpertise and experience.

Audit Committee

The Audit Committee is appointed by the Board from among the directors of the Manager and iscomposed of three members, a majority of whom (including the Chairman of the Audit Committee) arerequired to be Independent Directors. As at the date of this Prospectus, the members of the AuditCommittee are Mr Lim How Teck, Mr Lim Ah Doo and Ms Stefanie Yuen Thio. Mr Lim Ah Doo has beenappointed as the Chairman of the Audit Committee. A majority of the members of the Audit Committeeare Independent Directors and all of them are resident in Singapore.

The role of the Audit Committee is to monitor and evaluate the effectiveness of the Manager’s internalcontrols. The Audit Committee also reviews the quality and reliability of information prepared forinclusion in financial reports, and is responsible for the nomination of external auditors and reviewingthe adequacy of external audits in respect of cost, scope and performance.

The Audit Committee’s responsibilities also include:

• monitoring the procedures established to regulate Related Party Transactions, including ensuringcompliance with the provisions of the Listing Manual relating to “interested person transactions”

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(as defined therein) and the provisions of the Property Funds Appendix relating to “interestedparty transactions” (as defined therein) (both such types of transactions constituting “RelatedParty Transactions”);

• reviewing transactions constituting Related Party Transactions;

• deliberating on resolutions relating to conflicts of interest situations involving CLT;

• reviewing external audit reports to ensure that where deficiencies in internal controls have beenidentified, appropriate and prompt remedial action is taken by the management;

• reviewing arrangements by which staff and external parties may, in confidence, raise probableimproprieties in matters of financial reporting or other matters, with the objective thatarrangements are in place for the independent investigation of such matters and for appropriatefollow up action;

• reviewing internal audit reports at least twice a year to ascertain that the guidelines andprocedures established to monitor Related Party Transactions have been complied with;

• ensuring that the internal audit and accounting function is adequately resourced and hasappropriate standing with CLT;

• the appointment, re-appointment or removal of internal auditors (including the review of their feesand scope of work);

• monitoring the procedures in place to ensure compliance with applicable legislation, the ListingManual and the Property Funds Appendix;

• reviewing the appointment, re-appointment or removal of external auditors;

• reviewing the nature and extent of non-audit services performed by external auditors;

• reviewing, on an annual basis, the independence and objectivity of the external auditors;

• meeting with external and internal auditors, without the presence of the executive officers, at leaston an annual basis;

• reviewing the system of internal controls including financial, operational, compliance controls andrisk management processes;

• reviewing the financial statements and the internal audit report;

• investigating any matters within the Audit Committee’s terms of reference, whenever it deemsnecessary; and

• reporting to the Board on material matters, findings and recommendations.

The Board will engage an external firm to conduct the internal audit review (the “Internal Audit Firm”).The Audit Committee will review the appointment of the Internal Audit Firm in terms of the fees andscope of work. The Internal Audit Firm will report directly to the Audit Committee.

Compliance Officer

The Manager has outsourced the role of the compliance officer to the ARA group. The complianceofficer will report to the Chief Executive Officer and the Board and his duties include:

(i) updating employees of the Manager on compliance requirements under the SFA;

(ii) preparing returns to the MAS as required under the SFA;

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(iii) highlighting any deficiencies or making recommendations with respect to the Manager’scompliance processes;

(iv) assisting in the application process for the appointment of new directors to the Board; and

(v) assisting in any other matters concerning compliance with the SFA.

Dealings in Units

The Trust Deed requires each director of the Manager to give notice to the Manager of his acquisitionof Units or of changes in the number of Units which he holds or in which he has an interest, within twoBusiness Days (as defined herein) after such acquisition or the occurrence of the event giving rise tochanges in the number of Units which he holds or in which he has an interest. (See “The Formation andStructure of Cache Logistics Trust — Directors’ Declaration of Unitholdings”.)

All dealings in Units by the directors of the Manager will be announced via SGXNET, with theannouncement to be posted on the internet at the SGX-ST website http://www.sgx.com.

The directors and employees of the Manager are encouraged, as a matter of internal policy, to hold theUnits but are prohibited from dealing in the Units:

• in the period commencing one month before the public announcement of CLT’s annual results,quarterly results and (where applicable) property valuations, and ending on the date ofannouncement of the relevant results or, as the case may be, property valuations; and

• at any time while in possession of price sensitive information.

The directors and employees of the Manager are also prohibited from communicating price sensitiveinformation to any person.

The Manager has also undertaken that it will not deal in the Units in the period commencing one monthbefore the public announcement of CLT’s annual results, quarterly results and (where applicable)property valuations, and ending on the date of announcement of the relevant results or, as the casemay be, property valuations.

On 19 January 2009, the bill to amend the Securities and Futures Act was passed by the SingaporeParliament (the “Securities and Futures (Amendment) Act”). However, certain provisions of theSecurities and Futures (Amendment) Act (including the new Section 137ZC of the SFA relating tonotification of unitholdings) have not come into force as at the date of this Prospectus. When the newSection 137ZC of the SFA comes into force, the Manager will be required to, inter alia, announce to theSGX-ST the particulars of any acquisition or disposal of interest in Units by the Manager as soon aspracticable, and in any case no later than the end of the Business Day following the day on which theManager became aware of the acquisition or disposal. In addition, when the new Section 137ZC of theSecurities and Futures (Amendment) Act comes into force, all dealings in Units by the Chief ExecutiveOfficer will also need to be announced by the Manager via SGXNET, with the announcement to beposted on the internet at the SGX-ST website http://www.sgx.com and in such form and manner as theAuthority may prescribe.

Management of Business Risk

The Board will meet quarterly, or more often if necessary, and will review the financial performance ofthe Manager and CLT against a previously approved budget. The Board will also review the businessrisks of CLT, examine liability management and will act upon any comments from the auditors of CLT.

The Manager has appointed experienced and well-qualified management personnel to handle theday-to-day operations of the Manager and CLT. In assessing business risk, the Board will consider the

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economic environment and risks relevant to the property industry. It reviews management reports andfeasibility studies on individual investment projects prior to approving major transactions. Themanagement meets regularly to review the operations of the Manager and CLT and discuss anydisclosure issues.

Potential Conflicts of Interest

The Manager has also instituted the following procedures to deal with potential conflicts of interestissues:

• The Manager will not manage any other REIT which invests in the same type of properties as CLT.

• All key executive officers will be working exclusively for the Manager and will not hold otherexecutive positions in other firms.

• All resolutions in writing of the directors of the Manager in relation to matters concerning CLT mustbe approved by a majority of the directors of the Manager, including at least one IndependentDirector.

• At least one third of the Board shall comprise Independent Directors.

• In respect of matters in which the Sponsor and/or its subsidiaries have an interest, direct orindirect, any nominees appointed by the Sponsor and/or its subsidiaries to the Board to representtheir interests will abstain from voting. In such matters, the quorum must comprise a majority ofthe Independent Directors and must exclude nominee directors of the Sponsor and/or itssubsidiaries.

• In respect of matters in which ARA and/or its subsidiaries have an interest, direct or indirect, anynominees appointed by ARA and/or its subsidiaries to the Board to represent their interests willabstain from voting. In such matters, the quorum must comprise a majority of the IndependentDirectors and must exclude nominee directors of ARA and/or its subsidiaries.

• It is also provided in the Trust Deed that if the Manager is required to decide whether or not to takeany action against any person in relation to any breach of any agreement entered into by theTrustee with a related party of the Manager, the Manager shall be obliged to consult with areputable law firm (acceptable to the Trustee) which shall provide legal advice on the matter. If thesaid law firm is of the opinion that the Trustee has a prima facie case against the party allegedlyin breach under such agreement, the Manager shall be obliged to take appropriate action inrelation to such agreement. The directors of the Manager will have a duty to ensure that theManager so complies. Notwithstanding the foregoing, the Manager shall inform the Trustee assoon as it becomes aware of any breach of any agreement entered into by the Trustee with arelated party of the Manager and the Trustee may take such action as it deems necessary toprotect the rights of Unitholders and/or which is in the interests of Unitholders. Any decision by theManager not to take action against a related party of the Manager shall not constitute a waiver ofthe Trustee’s right to take such action as it deems fit against such related party.

RELATED PARTY TRANSACTIONS

The Manager’s Internal Control System

The Manager has established an internal control system to ensure that all future Related PartyTransactions:

• will be undertaken on normal commercial terms; and

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• will not be prejudicial to the interests of CLT and the Unitholders.

As a general rule, the Manager must demonstrate to its Audit Committee that such transactions satisfythe foregoing criteria. This may entail:

• obtaining (where practicable) quotations from parties unrelated to the Manager; or

• obtaining two or more valuations from independent professional valuers (in compliance with theProperty Funds Appendix).

The Manager will maintain a register to record all Related Party Transactions which are entered into byCLT and the bases, including any quotations from unrelated parties and independent valuations onwhich they are entered into.

The Manager will also incorporate into its internal audit plan a review of all Related Party Transactionsentered into by CLT. The Audit Committee shall review the internal audit reports at least twice a yearto ascertain that the guidelines and procedures established to monitor Related Party Transactions havebeen complied with. The Trustee will also have the right to review such audit reports to ascertain thatthe Property Funds Appendix has been complied with. The following procedures will be undertaken:

• transactions (either individually or as part of a series or if aggregated with other transactionsinvolving the same related party during the same financial year) equal to or exceeding S$100,000in value but below 3.0% of the value of CLT’s net tangible assets will be subject to review by theAudit Committee at regular intervals;

• transactions (either individually or as part of a series or if aggregated with other transactionsinvolving the same related party during the same financial year) equal to or exceeding 3.0% butbelow 5.0% of the value of CLT’s net tangible assets will be subject to the review and priorapproval of the Audit Committee. Such approval shall only be given if the transactions are onnormal commercial terms and not prejudicial to the interests of CLT and its Unitholders and areconsistent with similar types of transactions made by the Trustee with third parties which areunrelated to the Manager; and

• transactions (either individually or as part of a series or if aggregated with other transactionsinvolving the same related party during the same financial year) equal to or exceeding 5.0% of thevalue of CLT’s net tangible assets will be reviewed and approved prior to such transactions beingentered into, on the basis described in the preceding paragraph, by the Audit Committee whichmay, as it deems fit, request advice on the transaction from independent sources or advisers,including the obtaining of valuations from independent professional valuers. Furthermore, underthe Listing Manual and the Property Funds Appendix, such transactions would have to beapproved by the Unitholders at a meeting of Unitholders duly convened and held in accordancewith the provisions of the Trust Deed.

Where matters concerning CLT relate to transactions entered into or to be entered into by the Trusteewith a related party of the Manager (which would include relevant Associates (as defined herein)thereof) or CLT, the Trustee is required to consider the terms of such transactions to satisfy itself thatsuch transactions are conducted:

• on normal commercial terms;

• are not prejudicial to the interests of CLT and the Unitholders; and

• are in accordance with all applicable requirements of the Property Funds Appendix and/or theListing Manual relating to the transaction in question.

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The Trustee has the discretion under the Trust Deed to decide whether or not to enter into a transactioninvolving a related party of the Manager or CLT. If the Trustee is to sign any contract with a related partyof the Manager or CLT, the Trustee will review the contract to ensure that it complies with therequirements relating to interested party transactions in the Property Funds Appendix (as may beamended from time to time) and the provisions of the Listing Manual relating to interested persontransactions (as may be amended from time to time) as well as such other guidelines as may from timeto time be prescribed by the MAS and the SGX-ST to apply to REITs.

Save for the transactions described under “Related Party Transactions in Connection with the SettingUp of CLT” and “Exempted Agreements”, CLT will comply with Rule 905 of the Listing Manual byannouncing any interested person transaction in accordance with the Listing Manual if suchtransaction, by itself or when aggregated with other interested person transactions entered into with thesame interested person during the same financial year, is 3.0% or more of CLT’s latest audited nettangible assets.

The aggregate value of all Related Party Transactions which are subject to Rules 905 and 906 of theListing Manual in a particular financial year will be disclosed in CLT’s annual report for that financialyear.

Role of the Audit Committee for Related Party Transactions

The Audit Committee will periodically review all Related Party Transactions to ensure compliance withthe Manager’s internal control system, with the relevant provisions of the Listing Manual, and with theProperty Funds Appendix. The review will include the examination of the nature of the transaction andits supporting documents or such other data deemed necessary by the Audit Committee.

If a member of the Audit Committee has an interest in a transaction, he is to abstain from participatingin the review and approval process in relation to that transaction.

Related Party Transactions in Connection with the Setting Up of CLT and the Offering

Existing Agreements

The Trustee has entered into a number of transactions with the Manager and certain related parties ofthe Manager in connection with the setting up of CLT. These Related Party Transactions are as follows:

• The Trustee has entered into the Trust Deed with the Manager. The terms of the Trust Deed aregenerally described in “The Formation and Structure of Cache Logistics Trust”.

• The Trustee and the Manager have entered into the Property Management Agreement with theProperty Manager which provides the overall framework for the operation, maintenance,management and marketing of properties of CLT by the Property Manager from time to time, anda separate individual property management agreement for the operation, maintenance,management and marketing of each Property by the Property Manager. These agreements aremore particularly described in “Certain Agreements Relating to Cache Logistics Trust and theProperties — Property Management Agreement”.

While the Property Manager is a newly incorporated company, it is staffed by employees withrelevant experience and expertise and therefore the Manager considers that the PropertyManager has the necessary expertise and resources to perform the property management, leasemanagement, project management and marketing services for the Properties.

The Manager believes that the Property Management Agreement and the separate individualproperty management agreements are made on normal commercial terms and are not prejudicialto the interests of CLT and the Unitholders.

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• The Trustee has entered into the Master Lease Agreements with the Master Lessees to lease theProperties. These agreements are more particularly described in “Certain Agreements Relating toCache Logistics Trust and the Properties — Master Lease Agreements”.

The Manager believes that the Master Lease Agreements are made on normal commercial termsand are not prejudicial to the interests of CLT and the Unitholders.

• The Trustee and the Manager have entered into the Corporate Guarantees with C&P inconnection with the lease obligations of C&P Land Pte. Ltd. and C&P Distribution Pte. Ltd. tolease the Properties.

The Manager believes that the Corporate Guarantees are made on normal commercial terms andare not prejudicial to the interests of CLT and the Unitholders.

• The Trustee has entered into the sale and purchase agreements relating to the Properties (the“Sale and Purchase Agreements”) with the respective Vendors as described in “CertainAgreements relating to Cache Logistics Trust and the Properties — Sale and PurchaseAgreements”.

The Manager believes that the Sale and Purchase Agreements are made on normal commercialterms and are not prejudicial to the interests of CLT and the Unitholders.

Save as disclosed in this Prospectus, the Trustee has not entered into any other transactions with (i)the Manager or any related party of the Manager, (ii) the Property Manager or (iii) the Master Lesseesin connection with the setting up of CLT.

Property Management Agreement

The Property Management Agreement provides that in respect of each Property and in respect of eachsubsequently acquired property located in Singapore which are managed by the Property Manager, theTrustee, the Manager and the Property Manager will enter into a separate property managementagreement (the “Local Property Management Agreement”) in the form and on the terms set out in aschedule to the Property Management Agreement, in order to incorporate the specific terms set out inthe Property Management Agreement in their application to each of such properties.

In respect of property and lease management services and project management services to beprovided by the Property Manager for each property located in Singapore under its management, theProperty Manager shall be entitled to receive from the Trustee:

• a property management fee of 2.0% per annum of Gross Revenue of each property;

• a lease management fee of 1.0% per annum of Gross Revenue of each property; and

• a project management fee based on the Project Management Fee Schedule.

Exempted Agreements

The entry into and the fees, charges and rents payable by CLT under the Trust Deed, theProperty Management Agreement, the Local Property Management Agreements and the MasterLease Agreements (collectively, the “Exempted Agreements”), each of which constitutes or will,when entered into, constitute a Related Party Transaction, are deemed to have been specificallyapproved by the Unitholders upon subscription for the Units and are therefore not subject toRules 905 and 906 of the Listing Manual to the extent that (in relation to the Trust Deed, theProperty Management Agreement, the Local Property Management Agreements and the Master

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Lease Agreements), there is no subsequent change to the rates and/or bases of the feescharged thereunder which will adversely affect CLT.

Any renewal of the Property Management Agreement, the Local Property Management Agreementsand the Master Lease Agreements will be subject to Rules 905 and 906 of the Listing Manual. For theavoidance of doubt, any agreements entered into by the Trustee and the Manager with the PropertyManager in connection with the management of properties located outside of Singapore is notconsidered as an Exempted Agreement and will be subject to Rules 905 and 906 of the Listing Manual,and the Manager will comply with its internal control system regarding Related Party Transactions (see“The Manager and Corporate Governance — Related Party Transactions — The Manager’s InternalControl System”).

Future Related Party Transactions

As a REIT, CLT is regulated by the Property Funds Appendix and the Listing Manual. The PropertyFunds Appendix regulates, among others, transactions entered into by the Trustee with an interestedparty relating to CLT’s acquisition of assets from or sale of assets to an interested party, CLT’sinvestment in securities of or issued by an interested party and the engagement of an interested partyas property management agent or marketing agent for CLT’s properties.

Depending on the materiality of transactions entered into by CLT for the acquisition of assets from, thesale of assets to or the investment in securities of or issued by, an interested party, the Property FundsAppendix may require that an immediate announcement to the SGX-ST be made, and may also requirethat the approval of the Unitholders be obtained.

The Listing Manual regulates all interested person transactions, including transactions alreadygoverned by the Property Funds Appendix. Depending on the materiality of the transaction, CLT maybe required to make a public announcement of the transaction (Rule 905 of the Listing Manual), or tomake a public announcement of and to obtain Unitholders’ prior approval for the transaction (Rule 906of the Listing Manual). The Trust Deed requires the Trustee and the Manager to comply with theprovisions of the Listing Manual relating to interested person transactions as well as such otherguidelines relating to interested person transactions as may be prescribed by the SGX-ST to apply toREITs.

The Manager may in the future seek a general annual mandate from the Unitholders pursuant to Rule920(1) of the Listing Manual for recurrent transactions of a revenue or trading nature or thosenecessary for its day-to-day operations, including a general mandate in relation to leases and/or licenceagreements to be entered into with interested persons.

All transactions conducted under such general mandate for the relevant financial year will not besubject to the requirements under Rules 905 and 906 of the Listing Manual. In seeking such a generalannual mandate, the Trustee will appoint an independent financial adviser (without being required toconsult the Manager) pursuant to Rule 920(1)(b)(v) of the Listing Manual to render an opinion as towhether the methods or procedures for determining the transaction prices of the transactionscontemplated under the annual general mandate are sufficient to ensure that such transactions will becarried out on normal commercial terms and will not be prejudicial to the interests of CLT and theUnitholders.

Both the Property Funds Appendix and the Listing Manual requirements would have to be complied within respect to a proposed transaction which is prima facie governed by both sets of rules. Where mattersconcerning CLT relate to transactions entered or to be entered into by the Trustee with a related party(either an “interested party” under the Property Funds Appendix or an “interested person” under theListing Manual) of the Manager or CLT, the Trustee is required to ensure that such transactions areconducted in accordance with applicable requirements of the Property Funds Appendix and/or theListing Manual relating to the transaction in question.

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The Manager is not prohibited by either the Property Funds Appendix or the Listing Manual fromcontracting or entering into any financial, banking or any other type of transaction with HSBCInstitutional Trust Services (Singapore) Limited (when acting other than in its capacity as trustee ofCLT) or from being interested in any such contract or transaction, provided that any such transactionshall be on normal commercial terms and is not prejudicial to the interests of CLT and the Unitholders.The Manager shall not be liable to account to the Trustee or to the Unitholders for any profits or benefitsor other commissions made or derived from or in connection with any such transaction. The Trusteeshall not be liable to account to the Manager or to the Unitholders for any profits or benefits or othercommission made or derived from or in connection with any such transaction.

Generally, under the Listing Manual, the Manager, its “connected persons” (as defined in the ListingManual) and any director of the Manager are prohibited from voting their respective own Units at, orbeing part of a quorum for, any meeting to approve any matter in which it has a material interest.

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THE SPONSOR AND ARA

THE SPONSOR

Established since 1970, CWT is one of the largest listed logistics operators in Southeast Asia as at theLatest Practicable Date (by market capitalisation (S$590.3 million as at the Latest Practicable Date)and revenue (S$623.9 million for the financial year ended 31 December 2009)) and has operationsglobally.

CWT’s principal businesses comprise integrated logistics solutions, international freight forwarding, aswell as engineering maintenance and facilities management services.

CWT is a market leader in many of its principal businesses, achieving significant market-firstaccomplishments:

• Within the international freight forwarding/Non-Vessel Operating Common Carrier market, CWTbelieves that it is a market leader in Asia and among the top five globally, based on connectivity1.It has 75 offices across 14 countries and has direct calling to 120 ports and 1200 destinations.

• Within chemicals logistics, CWT believes that it is one of the leading logistics operators inSoutheast Asia by business volume and scope handled. In 2008, CWT Logistics, a subsidiary ofCWT, also became one of the first companies to be awarded the International Organisation forStandardisation 28000 certification by TUV Rheinland, a certification which is focused primarily onthe distribution, storage and disposal services of hazardous chemicals.

• Within commodity logistics, CWT believes that it is also one of the leading logistics operators inAsia and among the top five globally by volume handled. In addition, CWT is a leading collateralmanager in Asia and one of the 26 players globally to provide licensed storage facilities for LMEwarranted cargo. CWT’s licensed LME warehouses are located in Singapore, Malaysia, Korea,United Arab Emirates, The Netherlands, Germany, Belgium and USA.

• Within marine engineering logistics, CWT believes that it is one of the largest marine engineeringlogistics operators in Singapore based on business volume and scope handled, providingone-stop metal surface preparation services to major shipyards including Keppel FELS, LabroyShipbuilding and Jaya Holdings.

• Within container yards and depots, CWT has the largest container yard capacity in Singapore withfour container depots and operates the only recognised International Organisation forStandardisation tank container depot in Asia.

CWT provides an entire spectrum of supply chain logistics services for some of the world’s leadingbrands in the chemical, commodities, automotive, marine, oil & gas and industrial sectors. Some of itskey customers include major chemical players such as Shell, BASF and International SpecialtyProducts, as well as major shipping lines such as American President Lines, Pacific International Linesand Regional Container Lines.

An important part of the success of CWT’s logistics strategy is to focus on providing complementarylogistics services to global logistics service providers such as DHL, Fedex, Schenker and NipponExpress. CWT therefore serves as an enabler for these companies’ global logistics businesses, andhas developed strong relationships with them as a result.

1 Connectivity is determined by how extensive the network is and the frequency of calls.

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In addition, CWT’s engineering business clients are predominantly from the government sector,including the Singapore Ministry of Defence, the Singapore Ministry of Education, A*Star and theSingapore Land Transport Authority.

ARA

ARA is an Asian real estate fund management group listed on the SGX-ST with a market capitalisationof S$663.5 million as at the Latest Practicable Date. Established in July 2002 by ARA Group CEO, LimHwee Chiang John, and Cheung Kong (Holdings) Limited, ARA’s assets under management havegrown substantially from S$0.6 billion as at 31 December 2003 to S$13.5 billion as at 31 December2009 with a Pan-Asian real estate investment and management platform across Asia.

As at the Latest Practicable Date, ARA is one of the largest REIT managers in Asia (excluding Japan)in terms of real estate assets under management. It has an established track record of managingpublicly-listed REITs in Singapore, Hong Kong and Malaysia with a diversified portfolio spanning theoffice, retail and industrial/office sectors. The publicly-listed REITs currently managed by ARA areSuntec REIT (listed in Singapore), Fortune REIT (listed in Singapore), Prosperity REIT (listed in HongKong) and AmFIRST REIT (listed in Malaysia).

ARA also manages private real estate funds which invest in Singapore, Hong Kong, Malaysia, Chinaand other emerging economies in Asia and provides real estate management services includingproperty management services and operations, sales and marketing services for convention,exhibition, meeting and event facilities.

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THE FORMATION AND STRUCTURE OF CACHE LOGISTICS TRUST

The Trust Deed is a complex document and the following is a summary only and is qualified in itsentirety by, and is subject to, the contents of the Trust Deed. Investors should refer to the Trust Deeditself to confirm specific information or for a detailed understanding of CLT. The Trust Deed is availablefor inspection at the registered office of the Manager at 6 Temasek Boulevard, #16-02 Suntec TowerFour, Singapore 038986.

THE TRUST DEED

CLT is a REIT constituted by the Trust Deed on 11 February 2010 and is principally regulated by theSFA and the CIS Code (including the Property Funds Appendix).

The terms and conditions of the Trust Deed shall be binding on each Unitholder (and persons claimingthrough such Unitholder) as if such Unitholder had been a party to the Trust Deed and as if the TrustDeed contains covenants by such Unitholder to observe and be bound by the provisions of the TrustDeed and an authorisation by each Unitholder to do all such acts and things as the Trust Deed mayrequire the Manager and/or the Trustee to do.

Operational Structure

CLT is established to invest in real estate and real estate-related assets. The Manager must manageCLT so that the principal investments of CLT are real estate and real estate-related assets (includingownership of companies or other legal entities whose primary purpose is to hold or own real estate andreal estate-related assets). CLT is a Singapore-based REIT established principally to invest inincome-producing real estate used for logistics purposes in Asia-Pacific, as well as real estate-relatedassets.

CLT aims to generate returns for its Unitholders by owning, buying and actively managing suchproperties in line with its investment strategy (including the selling of any property that has reached astage that offers only limited scope for growth).

Subject to the restrictions and requirements in the Property Funds Appendix and the Listing Manual, theManager is also authorised under the Trust Deed to invest in investments which need not be real estate.

The Manager may use certain financial derivative instruments for hedging purposes or efficient portfoliomanagement, provided that such financial derivative instruments are not used to gear CLT’s overallinvestment portfolio or are intended to be borrowings of CLT and the policies regarding such use offinancial derivative instruments have been approved by the Board. However, the Manager presentlydoes not have any intention to invest in warrants, commodities, futures contracts, unlisted securitiesand precious metals.

For further details of the investment objectives and policies of the Manager, see Clause 10 of the TrustDeed.

The Units and Unitholders

The rights and interests of Unitholders are contained in the Trust Deed. Under the Trust Deed, theserights and interests are safeguarded by the Trustee.

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Each Unit represents an undivided interest in CLT. A Unitholder has no equitable or proprietary interestin the underlying assets of CLT. A Unitholder is not entitled to the transfer to him of any asset (or anypart thereof) or of any real estate, any interest in any asset and real estate-related assets (or any partthereof) of CLT. A Unitholder’s right is limited to the right to require due administration of CLT inaccordance with the provisions of the Trust Deed, including, without limitation, by suit against theTrustee or the Manager.

Under the Trust Deed, each Unitholder acknowledges and agrees that it will not commence or pursueany action against the Trustee or the Manager seeking an order for specific performance or forinjunctive relief in respect of the assets of CLT (or any part thereof), including all its AuthorisedInvestments (as defined in the Trust Deed), and waives any rights it may otherwise have to such relief.If the Trustee or the Manager breaches or threatens to breach its duties or obligations to the Unitholderunder the Trust Deed, the Unitholder’s recourse against the Trustee or the Manager is limited to a rightto recover damages or compensation from the Trustee or the Manager in a court of competentjurisdiction, and the Unitholder acknowledges and agrees that damages or compensation is anadequate remedy for such breach or threatened breach.

Unless otherwise expressly provided in the Trust Deed, a Unitholder may not interfere with the rights,powers, authority or discretion of the Manager or the Trustee, exercise any right in respect of the assetsof CLT or any part thereof or lodge any caveat or other notice affecting the real estate or realestate-related assets of CLT (or any part thereof), or require that any Authorised Investments formingpart of the assets of CLT be transferred to such Unitholder.

No certificate shall be issued to Unitholders by either the Manager or the Trustee in respect of Unitsissued to Unitholders. For so long as CLT is listed, quoted and traded on the SGX-ST and/or any otherRecognised Stock Exchange (as defined herein) and the Units have not been suspended from suchlisting, quotation and trading for more than 60 consecutive calendar days or de-listed permanently, theManager shall pursuant to the Depository Services Agreement (as defined herein) appoint CDP as theUnit depository for CLT, and all Units issued will be represented by entries in the register of Unitholderskept by the Trustee or the agent appointed by the Trustee in the name of, and deposited with, CDP asthe registered holder of such Units.

The Manager or the agent appointed by the Manager shall issue to CDP not more than 10 BusinessDays after the issue of Units a confirmation note confirming the date of issue and the number of Unitsso issued and, if applicable, also stating that the Units are issued under a moratorium and the expirydate of such moratorium and for the purposes of the Trust Deed, such confirmation note shall bedeemed to be a certificate evidencing title to the Units issued. There are no restrictions under the TrustDeed or Singapore law on a person’s right to purchase (or subscribe for) Units and to own Units.

The Singapore Code on Take-overs and Mergers applies to REITs. As a result, acquisitions of Unitswhich may result in a change in effective control of CLT and the aggregate unitholdings of an entity andits concert parties crossing certain thresholds may be subject to the provisions of the Singapore Codeon Take-overs and Mergers, such as a requirement to make a mandatory offer for Units.

Issue of Units

The following is a summary of the provisions of the Trust Deed relating to the issue of Units.

Subject to the following sub-paragraphs (1), (2) and (3) below and to such laws, rules and regulationsas may be applicable, for so long as CLT is listed, the Manager may issue Units on any Business Dayat an issue price equal to the “market price”, without the prior approval of the Unitholders. For thispurpose, “market price” shall mean (i) the volume weighted average price for a Unit for all trades on theSGX-ST, or such other Recognised Stock Exchange on which CLT is listed, in the ordinary course oftrading on the SGX-ST or, as the case may be, such other Recognised Stock Exchange, for the periodof 10 Business Days (or such other period as may be prescribed by the SGX-ST or relevant

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Recognised Stock Exchange) immediately preceding the relevant Business Day or (ii) if the Managerbelieves that the calculation in paragraph (i) above does not provide a fair reflection of the market priceof a Unit, an amount as determined by the Manager and the Trustee (after consultation with astockbroker approved by the Trustee), as being the fair market price of a Unit.

(1) The Manager shall comply with the Listing Rules in determining the issue price, including theissue price for a rights issue on a pro rata basis to all existing Unitholders, the issue price of a Unitissued other than by way of a rights issue offered on a pro rata basis to all existing Unitholdersand the issue price for any reinvestment or distribution arrangement.

(2) Where Units are issued as full or partial consideration for the acquisition of an AuthorisedInvestment by CLT in conjunction with an issue of Units to raise cash for the balance of theconsideration for the said Authorised Investment (or part thereof) or to acquire other AuthorisedInvestments in conjunction with the said Authorised Investment, the Manager shall have thediscretion to determine that the issue price of a Unit so issued as partial consideration shall be thesame as the issue price for the Units issued in conjunction with an issue of Units to raise cash forthe aforesaid purposes.

(3) The scope of the general mandate to be given in a general meeting of the Unitholders is limitedto the issue of an aggregate number of additional Units which must not exceed 50.0% of the totalnumber of Units in issue, of which the aggregate number of additional Units to be issued otherthan on a pro rata basis to the existing Unitholders must not exceed 20.0% of the total number ofUnits in issue as at the date of the approval.

Unit Issue Mandate and Issue Price Mandate

By subscribing for the Units under the Offering, investors are (A) deemed to have approved theissuance of all Units comprised in the Offering, the Consideration Units, the ARA Units and theCornerstone Units and (B) deemed to have given the Manager:

(i) the general mandate to issue new Units and/or convertible securities which may be convertibleinto Units, provided that the aggregate number of Units (and/or convertible securities which maybe convertible into Units) to be issued:

(a) by way of a renounceable rights issue on pro rata basis to Unitholders shall not exceed100.0% of the total number of Units in issue immediately after the completion of the Offering;and

(b) by way of Unit issues other than a renounceable rights issue on pro rata basis to Unitholdersshall not exceed 50.0% of the total number of Units in issue immediately after the completionof the Offering, of which the aggregate number Units to be issued other than on a pro ratabasis to Unitholders does not exceed 20.0% of the total number of Units in issue immediatelyafter the completion of the Offering,

provided that the total number of Units which may be issued pursuant to (a) and (b) above shallnot exceed 100% of the total number of Units in issue immediately after the completion of theOffering, and pursuant to the general mandate, the Manager may issue Units arising from theconversion of the convertible securities notwithstanding that the general mandate may haveceased to be in force at the time the Units are to be issued; and

(ii) the authority for a placement of new Units on a non pro rata basis at a discount exceeding 10.0%(being the limit set out in Rule 811(1) of the Listing Manual) but not more than 20.0% of theweighted average price for trades done on the SGX-ST for the full market day on which theunderwriting or subscription agreement for a placement of such new Units on a non pro rata basisis signed,

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unless revoked or varied by Ordinary Resolution of the Unitholders in a general meeting, such authorityshall continue in full force until the conclusion of the first annual general meeting of CLT or the date bywhich the first annual general meeting is required by law to be held, whichever is the earlier, save forthe 100.0% renounceable rights issue mandate (as described in paragraph (i)(a) above) and the 20.0%discount limit (as described in paragraph (ii) above) which will expire on 31 December 2010 unless theSGX-ST extends such measures.

Suspension of Issue of Units

The Manager or the Trustee may, with the prior written approval of the other and subject to the ListingManual, suspend the issue of Units during:

• any period when the SGX-ST or any other relevant Recognised Stock Exchange is closed(otherwise than for public holidays) or during which dealings are restricted or suspended;

• the existence of any state of affairs which, in the opinion of the Manager or, as the case may be,the Trustee, might seriously prejudice the interests of the Unitholders as a whole or the DepositedProperty;

• any breakdown in the means of communication normally employed in determining the price of anyassets of CLT or the current price thereof on the SGX-ST or any other relevant Recognised StockExchange, or when for any reason the prices of any assets of CLT cannot be promptly andaccurately ascertained;

• any period when remittance of money which will or may be involved in the realisation of any assetof CLT or in the payment for such asset of CLT cannot, in the opinion of the Manager, be carriedout at normal rates of exchange;

• any period where the issuance of Units is suspended pursuant to any order or direction issued bythe MAS;

• in relation to any general meeting of Unitholders, the 48-hour period before such general meetingor any adjournment thereof; or

• when the business operations of the Manager or the Trustee in relation to CLT are substantiallyinterrupted or closed as a result of, or arising from, pestilence, acts of war, terrorism, insurrection,revolution, civil unrest, riots, strikes or acts of God.

Such suspension shall take effect forthwith upon the declaration in writing thereof by the Manager orthe Trustee (as the case may be) and shall terminate on the day following the first Business Day onwhich the condition giving rise to the suspension ceases to exist and no other conditions under whichsuspension is authorised (as set out above) exists, upon the declaration in writing thereof by theManager or the Trustee (as the case may be).

In the event of any suspension while CLT is listed on the SGX-ST, the Manager shall ensure thatimmediate announcement of such suspension is made through the SGX-ST.

Redemption of Units

The Trust Deed provides that any redemption of Units will be carried out in accordance with theProperty Funds Appendix, the rules of the Listing Manual (if applicable) and all other applicable lawsand regulations. With respect to any terms which are necessary to carry out such redemption but arenot prescribed by the Property Funds Appendix, the rules in the Listing Manual and any laws andregulations, these terms shall be determined by mutual agreement between the Manager and theTrustee.

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For so long as the Units are listed on the SGX-ST, the Unitholders have no right to request the Managerto repurchase or redeem their Units while the Units are listed on the SGX-ST and/or any otherRecognised Stock Exchange. It is intended that the Unitholders may only deal in their listed Unitsthrough trading on the SGX-ST.

Rights and Liabilities of Unitholders

The key rights of Unitholders include rights to:

• receive income and other distributions attributable to the Units held;

• receive audited accounts and annual reports of CLT; and

• participate in the termination of CLT by receiving a share of all net cash proceeds derived from therealisation of the assets of CLT less any liabilities, in accordance with their proportionate interestsin CLT.

No Unitholder has a right to require that any asset of CLT be transferred to him.

Further, Unitholders cannot give any directions to the Trustee or the Manager (whether at a meeting ofUnitholders duly convened and held in accordance with the provisions of the Trust Deed or otherwise)if it would require the Trustee or the Manager to do or omit doing anything which may result in:

• CLT ceasing to comply with applicable laws and regulations; or

• the exercise of any discretion expressly conferred on the Trustee or the Manager by the TrustDeed or the determination of any matter which, under the Trust Deed, requires the agreement of(i) the Trustee, (ii) the Manager, or (iii) both the Trustee and the Manager.

The Trust Deed contains provisions that are designed to limit the liability of a Unitholder to the amountpaid or payable for any Unit. The provisions ensure that if the issue price of the Units held by aUnitholder has been fully paid, no such Unitholder, by reason alone of being a Unitholder, will bepersonally liable to indemnify the Trustee or any creditor of CLT in the event that the liabilities of CLTexceed its assets.

Under the Trust Deed, every Unit carries the same voting rights.

Amendments of the Trust Deed

Subject to the third paragraph below, save where an amendment to the Trust Deed has been approvedby an Extraordinary Resolution passed at a meeting of Unitholders duly convened and held inaccordance with the provisions of the Trust Deed, no amendment may be made to the provisions of theTrust Deed unless the Trustee certifies, in its opinion, that such amendment:

• does not materially prejudice the interests of Unitholders and does not operate to release to anymaterial extent the Trustee or the Manager from any responsibility to the Unitholders;

• is necessary in order to comply with applicable fiscal, statutory or official requirements (whetheror not having the force of law); or

• is made to correct a manifest error.

No such amendment shall impose upon any Unitholder any obligation to make any further paymentsin respect of his Units or to accept any liability in respect thereof.

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Notwithstanding any of the above, the Manager and the Trustee may, with the written approval of thecompetent authorities, alter certain provisions in Clause 10 of the Trust Deed relating to the use ofderivatives.

Meeting of Unitholders

Under applicable law and the provisions of the Trust Deed, CLT will not hold any meetings forUnitholders unless the Trustee or the Manager convenes a meeting or unless not less than 50Unitholders or Unitholders representing not less than 10.0% of the total Units issued requests ameeting to be convened. In addition, CLT is required to hold an annual general meeting once in everycalendar year and not more than 15 months after the holding of the last preceding annual generalmeeting, but so long as CLT holds its first annual general meeting within 18 months of its constitution,it need not hold it in the year of its constitution or in the following year.

A meeting of Unitholders when convened may, by Extraordinary Resolution and in accordance with theprovisions of the Trust Deed:

• sanction any modification, alteration or addition to the Trust Deed which shall be agreed by theTrustee and the Manager as provided in the Trust Deed;

• sanction a supplemental deed increasing the maximum permitted limit or any change in thestructure of the Manager’s management fees, acquisition fee and disposal fee and the Trustee’sfee;

• remove the auditors;

• remove the Trustee;

• direct the Trustee to take any action pursuant to Section 295 of the SFA; and

• delist CLT after it has been listed.

A meeting of Unitholders may also, by an Ordinary Resolution of Unitholders present and voting at ameeting of Unitholders convened in accordance with the Trust Deed, vote to remove the Manager (withthe Manager and its related parties being permitted to vote).

Any decision to be made by resolution of Unitholders other than the above shall be made by OrdinaryResolution, unless an Extraordinary Resolution is required by the SFA, the CIS Code or the ListingManual.

Except as otherwise provided for in the Trust Deed, and save for extraordinary resolutions (whichrequires at least 21 days’ notice (not inclusive of the day on which the notice is served or deemed tobe served and of the day for which the notice is given), at least 14 days’ notice (not inclusive of the dayon which the notice is served or deemed to be served and of the day for which the notice is given) ofevery meeting shall be given to the Unitholders in the manner provided in the Trust Deed. Each noticeshall specify the place, day and hour of the meeting, and the terms of the resolutions to be proposed,and each such notice may, in general, be given by advertisement in the daily press and in writing toeach stock exchange on which CLT is listed. Any notice of a meeting called to consider special businessshall be accompanied by a statement regarding the effect of any proposed resolutions in respect ofsuch special business.

The quorum at a meeting shall not be less than two Unitholders present in person or by proxy holdingor representing one-tenth in value of all the Units for the time being in issue.

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Voting at a meeting shall be by a show of hands unless a poll is demanded by the chairman of themeeting, or by five or more Unitholders present in person or by proxy, or holding or representing onetenth in value of all the Units represented at the meeting. Unitholders do not have different voting rightson account of the number of votes held by a particular Unitholder. On a show of hands, every Unitholderhas one vote. On a poll, every Unitholder has one vote for each Unit of which it is the Unitholder. TheTrust Deed does not contain any limitation on non-Singapore resident or foreign Unitholders holdingUnits or exercising the voting rights with respect to their unitholdings.

Neither the Manager nor any of its Associates shall be entitled to vote or be counted as part of a quorumat a meeting convened to consider a matter in respect of which the Manager or any of its Associateshas a material interest save for an Ordinary Resolution duly proposed to remove the Manager, in whichcase, no Unitholder shall be disenfranchised.

For so long as the Manager is the manager of CLT, the controlling shareholders (as defined in theListing Rules) of the Manager and of any of its Associates are prohibited from voting or being countedas part of a quorum for any meeting of Unitholders convened to consider a matter in respect of whichthe relevant controlling shareholders of the Manager and/or of any of its Associates have a materialinterest.

DECLARATION OF UNITHOLDINGS

Duty of Manager to Make Disclosure

On 19 January 2009, the Securities and Futures (Amendment) Act was passed by the SingaporeParliament. However, certain provisions of the Securities and Futures (Amendment) Act (including thenew Section 137ZC of the SFA relating to notification of unitholdings) have not come into force as atthe date of this Prospectus. When the new Section 137ZC of the SFA comes into force, where theManager acquires or disposes of interests in Units or debentures or units of debentures of CLT or theManager has been notified in writing by, inter alia, a Substantial Unitholder or director or ChiefExecutive Officer of the Manager pursuant to the unitholdings disclosure requirements of the SFA asset out below, the Manager shall announce such information via the SGXNET and in such form andmanner as the Authority may prescribe as soon as practicable and in any case no later than the endof the Business Day following the day on which the Manager became aware of the acquisition ordisposal or received the notice.

Substantial Holdings

Under the existing Section 137B of the SFA, Substantial Unitholders are required to notify the Trusteeof their interest(s) in Units within two Business Days after becoming a Substantial Unitholder and withintwo Business Days after any subsequent change in the percentage level of such interest(s) (roundeddown to the next whole number) or their ceasing to hold 5.0% or more of the total number of Units.Under the existing Section 137A of the SFA, Substantial Unitholders must also, within the same timelimit, submit such notifications to the SGX-ST.

On 19 January 2009, the Securities and Futures (Amendment) Act was passed by the SingaporeParliament. However, certain provisions of the Securities and Futures (Amendment) Act (including thenew and/or amended Sections 135 to 137B and 137U of the SFA relating to notification of unitholdingsby Substantial Unitholders) have not come into force as at the date of this Prospectus. When the newand/or amended Sections 135 to 137B of the SFA (read with the new Section 137U of the SFA) comeinto force, Substantial Unitholders will be required to notify the Manager and the Trustee within twoBusiness Days after becoming aware of their becoming a Substantial Unitholder, any subsequentchange in the percentage level of their interest(s) in Units (rounded down to the next whole number) ortheir ceasing to be a Substantial Unitholder.

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Directors and Chief Executive Officer of the Manager

On 19 January 2009, the Securities and Futures (Amendment) Act was passed by the SingaporeParliament. However, certain provisions of the Securities and Futures (Amendment) Act (including thenew Section 137Y of the SFA relating to notification of unitholdings by directors and Chief ExecutiveOfficer of the Manager) have not come into force as at the date of this Prospectus. When the newSection 137Y of the SFA comes into force, directors and chief executive officers of the Manager will berequired to within two Business Days notify the Manager of their acquisition of interest in Units or ofchanges to the number of Units which they hold or in which they have an interest.

A director of the Manager is deemed to have an interest in Units in the following circumstances:

• Where the director is the beneficial owner of a Unit (whether directly through a direct SecuritiesAccount or indirectly through a depository agent or otherwise).

• Where a body corporate is the beneficial owner of a Unit and the director is entitled to exerciseor control the exercise of not less than 20.0% of the votes attached to the voting shares in thebody corporate.

• Where the director’s (i) spouse or (ii) son, adopted son, stepson, daughter, adopted daughter orstep-daughter below the age of 21 years has any interest in a Unit.

• Where the director, his (i) spouse or (ii) son, adopted son, stepson, daughter, adopted daughteror step-daughter below the age of 21 years:

— has entered into a contract to purchase a Unit;

— has a right to have a Unit transferred to any of them or to their order, whether the right isexercisable presently or in the future and whether on the fulfilment of a condition or not;

— has the right to acquire a Unit under an option, whether the right is exercisable presently orin the future and whether on the fulfilment of a condition or not; or

— is entitled (otherwise than by reason of any of them having been appointed a proxy orrepresentative to vote at a meeting of Unitholders) to exercise or control the exercise of aright attached to a Unit, not being a Unit of which any of them is the holder.

• Where the property subject to a trust consists of or includes a Unit and the director knows or hasreasonable grounds for believing that he has an interest under the trust and the property subjectto the trust consists of or includes such Unit.

THE TRUSTEE

The trustee of CLT is HSBC Institutional Trust Services (Singapore) Limited. HSBC Institutional TrustServices (Singapore) Limited is a company incorporated in Singapore and registered as a trustcompany under the Trust Companies Act 2005, Chapter 336 of Singapore. It is approved to act as atrustee for authorised collective investment schemes under the SFA. As at the date of this Prospectus,HSBC Institutional Trust Services (Singapore) Limited has a paid-up capital of S$5,150,000. HSBCInstitutional Trust Services (Singapore) Limited has a place of business in Singapore at 21 CollyerQuay, #14-01 HSBC Building, Singapore 049320.

The Trustee is independent of the Manager.

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Powers, Duties and Obligations of the Trustee

The Trustee’s powers, duties and obligations are set out in the Trust Deed. The powers and duties ofthe Trustee include:

• acting as trustee of CLT and, in such capacity, safeguarding the rights and interests of theUnitholders, for example, by satisfying itself that transactions it enters into for and on behalf ofCLT with a related party of the Manager or CLT are conducted on normal commercial terms, arenot prejudicial to the interests of CLT and the Unitholders, and in accordance with all applicablerequirements under the Property Funds Appendix and/or the Listing Manual relating to thetransaction in question;

• holding the assets of CLT on trust for the benefit of the Unitholders in accordance with the TrustDeed; and

• exercising all the powers of a trustee and the powers that are incidental to the ownership of theassets of CLT.

The Trustee has covenanted in the Trust Deed that it will exercise all due diligence and vigilance incarrying out its functions and duties, and in safeguarding the rights and interests of Unitholders.

In the exercise of its powers, the Trustee may (on the recommendation of the Manager) and subject tothe provisions of the Trust Deed, acquire or dispose of any real or personal property, borrow andencumber any asset.

The Trustee may, subject to the provisions of the Trust Deed, appoint and engage:

• a person or entity to exercise any of its powers or perform its obligations; and

• any real estate agents or managers, including a related party of the Manager, in relation to themanagement, development, leasing, purchase or sale of any of real estate assets and realestate-related assets.

Subject to the Trust Deed and the Property Funds Appendix, the Manager may direct the Trustee toborrow or raise money or obtain other financial accommodation for the purposes of CLT, both on asecured and unsecured basis.

The Trustee must carry out its functions and duties and comply with all the obligations imposed on itand set out in the Trust Deed, the Listing Manual, the SFA, the CIS Code (including the Property FundsAppendix), the Singapore Code on Take-overs and Mergers, any tax ruling and all other relevant laws.It must retain CLT’s assets, or cause CLT’s assets to be retained, in safe custody and cause CLT’saccounts to be audited. It can appoint valuers to value the real estate assets and real estate-relatedassets of CLT.

The Trustee is not personally liable to a Unitholder in connection with the office of the Trustee exceptin respect of its own fraud, gross negligence, wilful default, breach of the Trust Deed or breach of trust.Any liability incurred and any indemnity to be given by the Trustee shall be limited to the assets of CLTover which the Trustee has recourse, provided that the Trustee has acted without fraud, grossnegligence, wilful default or breach of the Trust Deed. The Trust Deed contains certain indemnities infavour of the Trustee under which it will be indemnified out of the assets of CLT for liability arising inconnection with certain acts or omissions. These indemnities are subject to any applicable laws.

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Retirement and Replacement

The Trustee may retire or be replaced under the following circumstances:

• The Trustee shall not be entitled to retire voluntarily except upon the appointment of a new trustee(such appointment to be made in accordance with the provisions of the Trust Deed).

• The Trustee may be removed by notice in writing to the Trustee by the Manager:

— if the Trustee goes into liquidation (except a voluntary liquidation for the purpose ofreconstruction or amalgamation upon terms previously approved in writing by the Manager)or if a receiver is appointed over any of its assets or if a judicial manager is appointed inrespect of the Trustee;

— if the Trustee ceases to carry on business;

— if the Trustee fails or neglects after reasonable notice from the Manager to carry out orsatisfy any material obligation imposed on the Trustee by the Trust Deed;

— if an Extraordinary Resolution is passed at a Unitholders’ meeting duly convened and heldin accordance with the provisions of the Trust Deed, and of which not less than 21 days’notice has been given to the Trustee and the Manager, shall so decide; or

— if the MAS directs that the Trustee be removed.

Trustee’s Fee

The Trustee’s fee is currently 0.03% per annum of the value of the Deposited Property, subject to aminimum of S$15,000 per month (maximum of 0.25% per annum of the value of the DepositedProperty), excluding out-of-pocket expenses and GST.

The actual fee payable to the Trustee will be determined between the Manager and the Trustee fromtime to time.

The Trustee will also be paid a one-time inception fee of S$50,000.

Any increase in the maximum permitted amount or any change in the structure of the Trustee’s fee mustbe approved by an Extraordinary Resolution at a Unitholders’ meeting duly convened and held inaccordance with the provisions of the Trust Deed.

TERMINATION OF CLT

Under the provisions of the Trust Deed, the duration of CLT shall end on:

• the date on which CLT is terminated by the Manager in such circumstances as set out under theprovisions of the Trust Deed as described below; or

• the date on which CLT is terminated by the Trustee in such circumstances as set out under theprovisions of the Trust Deed as described below.

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The Manager may in its absolute discretion terminate CLT by giving notice in writing to all Unitholdersand the Trustee not less than three months in advance and to the MAS not less than seven days beforethe termination in any of the following circumstances:

• if any law shall be passed which renders it illegal or in the opinion of the Manager impracticableor inadvisable to continue CLT;

• if the NAV of the Deposited Property shall be less than S$50.0 million after the end of the firstanniversary of the date of the Trust Deed or any time thereafter; and

• if at any time CLT becomes unlisted after it has been listed.

Subject to the SFA and any other applicable law or regulation, CLT may be terminated by the Trusteeby notice in writing in any of the following circumstances:

• if the Manager shall go into liquidation (except a voluntary liquidation for the purpose ofreconstruction or amalgamation upon terms previously approved in writing by the Trustee) or if areceiver is appointed over any of its assets or if a judicial manager is appointed in respect of theManager or if any encumbrance shall take possession of any of its assets or if it shall ceasebusiness and the Trustee fails to appoint a successor manager in accordance with the provisionsof the Trust Deed;

• if any law shall be passed which renders it illegal or in the opinion of the Trustee impracticable orinadvisable to continue CLT; and

• if within the period of three months from the date of the Trustee expressing in writing to theManager the desire to retire, the Manager shall have failed to appoint a new trustee in accordancewith the provisions of the Trust Deed.

The decision of the Trustee in any of the events specified above shall be final and binding upon all theparties concerned but the Trustee shall be under no liability on account of any failure to terminate CLTpursuant to the paragraph above or otherwise. The Manager shall accept the decision of the Trusteeand relieve the Trustee of any liability to it and hold it harmless from any claims whatsoever on its partfor damages or for any other relief.

Generally, upon the termination of CLT, the Trustee shall, subject to any authorisations or directionsgiven to it by the Manager or the Unitholders pursuant to the Trust Deed, sell the Deposited Propertyand repay any borrowings incurred on behalf of CLT in accordance with the Trust Deed (together withany interest accrued but remaining unpaid) as well as all other debts and liabilities in respect of CLTbefore distributing the balance of the Deposited Property to the Unitholders in accordance with theirproportionate interests in CLT.

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CERTAIN AGREEMENTS RELATING TO CACHE LOGISTICS TRUSTAND THE PROPERTIES

The agreements discussed in this section are complex documents and the following is a summary only.Investors should refer to the agreements themselves to confirm specific information or for a detailedunderstanding of CLT. The agreements are available for inspection at the registered office of theManager at 6 Temasek Boulevard, #16-02 Suntec Tower Four, Singapore 038986.

RIGHT OF FIRST REFUSAL

CWT Right of First Refusal

CWT will grant a right of first refusal to the Trustee for so long as:

• ARA-CWT Trust Management (Cache) Limited or its related corporation (as defined in theCompanies Act, Chapter 50 of Singapore) remains the manager of CLT; and

• CWT and/or any of its related corporations remain a controlling shareholder of the manager ofCLT.

For the purposes of the CWT ROFR:

• a “controlling shareholder” means a person who (i) holds directly or indirectly 15.0% or more ofthe nominal amount of all voting shares of the company or (ii) in fact exercises control over thecompany;

• a “CWT Relevant Entity” means CWT or any of its subsidiaries (as defined in the CompaniesAct), and where such subsidiaries are not wholly-owned by CWT, whether directly or indirectly,and whose other shareholder(s) is/are third party(ies) (i.e. parties which are not subject to theCWT ROFR), such subsidiaries will be subject to the CWT ROFR only upon obtaining the consentof such third parties, and in this respect, CWT shall use best endeavours to obtain such consent;and

• a “CWT Relevant Asset” refers to an income-producing real estate located in Singapore,Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,Japan, Korea, Australia and New Zealand which is used primarily for logistics purposes. Wheresuch real estate is held by a CWT Relevant Entity through a SPV established solely to own suchreal estate, the term “CWT Relevant Asset” shall refer to the shares or equity interests, as thecase may be, in that SPV.

The CWT ROFR shall cover any proposed offer:

(1) of sale by a third party to a CWT Relevant Entity of any CWT Relevant Asset (“CWT ProposedAcquisition”); or

(2) by a CWT Relevant Entity to dispose of any interest in any CWT Relevant Asset which iswholly-owned by the CWT Relevant Entity (“CWT Proposed Disposal”). For the avoidance ofdoubt, the grant by any CWT Relevant Entity of a lease (including a long term lease) over anysuch CWT Relevant Asset (or any part thereof) for a rent or other service income shall notconstitute or be deemed to constitute a CWT Proposed Disposal for the purposes of thisparagraph.

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The CWT ROFR will:

• be subject to any prior overriding contractual obligations which the CWT Relevant Entity may havein relation to the CWT Relevant Assets and/or the third parties that hold these CWT RelevantAssets;

• be subject to, in the case of a CWT Proposed Acquisition, the conditions set out by the third partyin relation to such CWT Proposed Acquisition;

• exclude the sale of a CWT Relevant Asset to the CWT Relevant Entity by a third party (as set outin paragraph (1) above) if it is a condition of the third party vendor that the CWT Relevant Entityalso provides logistics services to the third party vendor and/or its affiliates, provided that CWTshall have first used its best endeavours to obtain agreement from such third party vendors to sellthe CWT Relevant Asset to CLT and for CLT to hold the property while CWT provide the logisticsservices;

• exclude the disposal of any interest in the CWT Relevant Assets by a CWT Relevant Entity to arelated corporation of such CWT Relevant Entity pursuant to a reconstruction, amalgamation,restructuring, merger and/or any analogous event or transfer of shares of the CWT RelevantEntity between the shareholders as may be provided in any shareholders agreement; and

• be subject to the applicable laws, regulations and government policies.

In the event that the Trustee fails or does not wish to exercise the CWT ROFR, the CWT Relevant Entitywill be free to acquire or, as the case may be, dispose of, the CWT Relevant Asset on terms no morefavourable that what was offered to the Trustee. In the case of the latter, however, if the completion ofthe disposal of the CWT Relevant Assets by the CWT Relevant Entity does not occur within 12 monthsfrom the date of the written notice of the CWT Proposed Disposal, any proposal to dispose of such CWTRelevant Asset after the aforesaid 12-month period shall then remain subject to the CWT ROFR.

C&P Right of First Refusal

C&P will grant a right of first refusal to the Trustee for so long as:

• ARA-CWT Trust Management (Cache) Limited or its related corporation remains the manager ofCLT;

• CWT and/or any of its related corporations remain a controlling shareholder of the manager ofCLT; and

• C&P and/or any of its related corporations remain a controlling shareholder of CWT.

For the purposes of the C&P ROFR:

• a “controlling shareholder” means a person who (i) holds directly or indirectly 15.0% or more ofthe nominal amount of all voting shares of the company or (ii) in fact exercises control over thecompany;

• a “C&P Relevant Entity” means C&P or any of its subsidiaries (as defined in the Companies Act),and where such subsidiaries are not wholly-owned by C&P, whether directly or indirectly, andwhose other shareholder(s) is/are third party(ies) (i.e. parties which are not subject to the C&PROFR), such subsidiaries will be subject to the C&P ROFR only upon obtaining the consent ofsuch third parties, and in this respect, C&P shall use best endeavours to obtain such consent; and

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• a “C&P Relevant Asset” refers to an income-producing real estate located in Singapore,Malaysia, Indonesia, Philippines, Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,Japan, Korea, Australia and New Zealand which is used primarily for logistics purposes. Wheresuch real estate is held by a C&P Relevant Entity through a SPV established solely to own suchreal estate, the term “C&P Relevant Asset” shall refer to the shares or equity interests, as the casemay be, in that SPV.

The C&P ROFR shall cover any proposed offer:

(1) of sale by a third party to a C&P Relevant Entity of any C&P Relevant Asset (“C&P ProposedAcquisition”); or

(2) by a C&P Relevant Entity to dispose of any interest in any C&P Relevant Asset which iswholly-owned by the C&P Relevant Entity (“C&P Proposed Disposal”). For the avoidance ofdoubt, the grant by any C&P Relevant Entity of a lease (including a long term lease) over any suchC&P Relevant Asset (or any part thereof) for a rent or other service income shall not constitute orbe deemed to constitute a C&P Proposed Disposal for the purposes of this paragraph.

The C&P ROFR will:

• be subject to any prior overriding contractual obligations which the C&P Relevant Entity may havein relation to the C&P Relevant Assets and/or the third parties that hold these C&P RelevantAssets;

• be subject to, in the case of a C&P Proposed Acquisition, the conditions set out by the third partyin relation to such C&P Proposed Acquisition;

• exclude the sale of a C&P Relevant Asset to the C&P Relevant Entity by a third party (as set outin paragraph (1) above) if it is a condition of the third party vendor that the C&P Relevant Entityalso provides logistics services to the third party vendor and/or its affiliates, provided that C&Pshall have first used its best endeavours to obtain agreement from such third party vendors to sellthe C&P Relevant Asset to CLT and for CLT to hold the property while C&P provide the logisticsservices;

• exclude the disposal of any interest in the C&P Relevant Assets by a C&P Relevant Entity to arelated corporation of such C&P Relevant Entity pursuant to a reconstruction, amalgamation,restructuring, merger and/or any analogous event or transfer of shares of the C&P Relevant Entitybetween the shareholders as may be provided in any shareholders agreement; and

• be subject to the applicable laws, regulations and government policies.

In the event that the Trustee fails or does not wish to exercise the C&P ROFR, the C&P Relevant Entitywill be free to acquire or, as the case may be, dispose of, the C&P Relevant Asset on terms no morefavourable that what was offered to the Trustee. In the case of the latter, however, if the completion ofthe disposal of the C&P Relevant Assets by the C&P Relevant Entity does not occur within 12 monthsfrom the date of the written notice of the C&P Proposed Disposal, any proposal to dispose of such C&PRelevant Asset after the aforesaid 12-month period shall then remain subject to the C&P ROFR.

SALE AND PURCHASE AGREEMENTS

On 11 February 2010, the Trustee entered into Sale and Purchase Agreements with the Vendors for thesale of the Properties to CLT. The principal terms of the Sale and Purchase Agreements aresummarised below.

The sale of each Property includes the plant and equipment on the Property.

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The Sale and Purchase Agreements are subject to and conditional upon, among other things, the listingof the Units and commencement of trading of the Units on the SGX-ST. In addition, for CWT CommodityHub and CWT Cold Hub, the Sale and Purchase Agreements are also subject to and conditional uponthe approval by the shareholders of CWT for the sale and leaseback of the Properties, which wasobtained on 17 February 2010.

The purchase price for CWT Commodity Hub is S$323.0 million, CWT Cold Hub is S$122.0 million,Schenker Megahub is S$99.0 million, C&P Changi Districentre is S$82.0 million, Hi-Speed LogisticsCentre is S$69.5 million and C&P Changi Districentre 2 is S$17.7 million. Except for CWT Cold Hub andC&P Changi Districentre 2, the purchase price shall be paid entirely in cash. For CWT Cold Hub andC&P Changi Districentre 2, the purchase price is to be paid partly in cash and partly by the allotmentand issue of Consideration Units. In the case of CWT Cold Hub, 77,381,000 Consideration Units areto be allotted and issued to the Sponsor on completion of the sale and purchase of the Properties andin the case of C&P Changi Districentre 2, 11,905,000 Consideration Units are to be allotted and issuedto C&P on completion of the sale and purchase of the Properties. The cash portion of the purchaseprice payable on completion of the sale and purchase of the Properties in each of the CWT Cold Huband C&P Changi Districentre 2 sales will be the balance of the purchase price after deducting theaggregate value of the Consideration Units.

Certain limited representations and warranties are made by each Vendor such as representations andwarranties relating to compliance with laws, litigation, equipment, title, property matters (such asstructural defects), environmental laws and tax.

CLT is able to claim against the Vendors if there is a breach in the warranty which exceed S$150,000(together with the aggregate amount of any other or previous claims but excluding the costs andexpenses of enforcement).

The aggregate maximum liability of the Vendor in respect of all and any claims shall in no event exceedthe purchase price of the Property.

No proceedings shall be commenced by or on behalf of CLT in relation to any claim relating to therepresentations and warranties later than 18 months after completion.

On the Listing Date, the sale and purchase of all the Properties must be completed concurrently.

State Leases and JTC Leases

CWT Commodity Hub

A State Lease No. 14050 (as supplemented by a Supplemental Deed dated 24 March 2008) was issuedby the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee, in respect of theProperty for a term of 99 years commencing from 1 January 1970.

Principal terms of State Lease No. 14050 include, inter alia, the following:

• the land must be used for industrial development;

• JTC must surrender free to the government such portion of the land as may be required for roadsand drainage;

• JTC must surrender to the government such portion of the land which is not required for thepurpose specified in the State Lease (i.e. for industry development) at rates equivalent to thecompensation payable if such land had been acquired under the Land Acquisition Act; and

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• the lessor is entitled to exercise the right of re-entry if JTC fails to perform or observe any of theterms and conditions of the State Lease. Upon re-entry, the term of the State Lease will cease butwithout prejudice to any right of action or remedy that the lessor may have.

JTC in turn entered into a building agreement dated 21 November 2006 whereby JTC agreed to grantto CWT a lease for a term of 29 years commencing from 19 August 2006 (the “CWT Commodity HubBuilding Agreement”). The CWT Commodity Hub Building Agreement was assigned by CWT toSingapore Commodity Hub Pte. Ltd. on 2 July 2007.

Principal terms of the CWT Commodity Hub Building Agreement include, inter alia, the following:

• provisions for the payment of annual rent by the lessee to JTC in advance by monthly instalments.The annual rent is subject to revision on the 19th day of August every year to the prevailing marketrent, subject to a maximum increase not exceeding 5.5% of the immediately preceding annualrent. The market rent is defined as the rent per square metre per annum of the Property excludingthe buildings and other structures erected thereon, as determined by JTC whose decision is final;

• provisions requiring the lessee to be responsible for waterfront protection works for the protectionof the bank of the Property fronting the Jurong River and to maintain the allocated waterfrontboundary line (as shown in the CWT Commodity Hub Building Agreement);

• restriction on the use of the Property, for the purpose of “integrated logistics services includingpacking, packaging and blending, sampling, grading, import/export services and the supportingcontainer storage, repairs and servicing and other value add activities”;

• the lessee is not allowed to demise, assign, charge, create a trust or agency, mortgage, let, sublet,underlet, grant a licence or part with or share the possession or occupation of the Property untilthe day that the lessee has:

— shown due proof to the satisfaction of JTC that the fixed investment criteria has been met;and

— obtained all the TOPs from the relevant authorities for the building works on the Property,

(the “CWT Commodity Hub Prohibition Period”), except that the lessee may mortgage theProperty with JTC’s prior written consent; and

• after the CWT Commodity Hub Prohibition Period, the lessee may not demise, assign, charge,create a trust or agency, mortgage, let, sublet, underlet, grant a licence or part with or share thepossession or occupation of the Property without JTC’s prior written consent.

JTC has granted its written approval for the sale of the Property to the Trustee.

CWT Cold Hub

A State Lease No. 15532 was issued by the President of the Republic of Singapore, as lessor, in favourof JTC, as lessee, in respect of the Property for a term of 999 years commencing from 17 October 1962.


• the land must be used for industry or purposes approved by the competent authorities; and


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A registered Lease No. IB/285496E comprised in Certificate of Title (SUB) Volume 665 Folio 186 (the“CWT Cold Hub JTC Lease”) was issued by JTC to CWT for a term of 30 years commencing from 20December 2005.

Principal terms of the CWT Cold Hub JTC Lease include, inter alia, the following:

• provisions for the payment of annual rent by the lessee to JTC. The annual rent is subject torevision on the 20th day of December every year to the prevailing market rent, subject to amaximum increase not exceeding 5.5% of the immediately preceding annual rent;

• restriction on the use of the Property, for the purpose of “development and management of anintegrated cold hub with multiple temperature controlled facilities to cater to storage of seafood,food, fresh food and beverages and related processing and cold chain logistics services”;

• a prohibition against the lessee demising, assigning, charging, creating a trust or agency,mortgaging, letting, subletting, underletting, granting a licence or parting with or sharing thepossession or occupation of the Property without JTC’s prior written consent; and

• a covenant by JTC to grant to the lessee a further lease of 30 years commencing from the dateof expiry of the current term, subject to compliance with certain terms stipulated therein.


Schenker Megahub

A State Lease No. 25081 (as supplemented by Supplemental Deeds dated 22 May 2007 and 24 March2008) was issued by the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee,in respect of the Property for a term of 99 years commencing from 21 September 2001.


• the land must be used for light industry development;

• JTC must surrender free to the government such portion of the land as may be required in futurefor roads and drainage;

• JTC must surrender to the government such portion of the land which is not required for thepurpose specified in the State Lease (i.e. for light industry development) at rates equivalent to thecompensation payable if such land had been acquired under the Land Acquisition Act; and


JTC in turn entered into a building agreement dated 8 November 2005 whereby JTC agreed to grantto C&P Land Pte. Ltd. a lease for a term of 30 years commencing from 1 June 2005 (the “SchenkerMegahub Building Agreement”).

Principal terms of the Schenker Megahub Building Agreement include, inter alia, the following:

• provisions for the payment of annual rent by the lessee to JTC in advance by quarterlyinstalments. The annual rent is subject to revision on the 1st day of June every year to theprevailing market rent, subject to a maximum increase not exceeding 5.5% of the immediatelypreceding annual rent. The market rent is defined to mean the rent per square metre per annumof the Property excluding the buildings and other structures erected thereon, as determined byJTC whose decision is final;

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• provisions for the payment to JTC by the lessee of a service charge calculated at a rate to bespecified by JTC for the provision and maintenance of the common areas within the AirportLogistics Park including the greenery, landscaping, amenities and facilities provided therein (ifany) by JTC. The service charge is payable on the same days and in the same manner as thepayment of rent. JTC is entitled by written notice to increase the service charge if the costs ofservices increase;

• on the expiry or sooner termination of the leasehold term granted under the Schenker MegahubBuilding Agreement, the lessee is required to carry out an environmental baseline study todetermine the level of contaminants at the Property. If the results show that the level ofcontamination exceeds that of the first baseline study, the lessee is required to carry out all worksnecessary to decontaminate the Property to the state and condition existing at the time of the saidfirst baseline study and to the satisfaction of JTC and the relevant government and statutoryauthorities;

• restriction on the use of the Property, for the purpose of “regional airfreight and value-addedlogistics services only”;

• except for the subletting to Schenker Singapore (Pte) Ltd (the “Schenker Megahub AnchorTenant”) the lessee is not allowed to assign, charge, create a trust or agency, mortgage, let,sublet, underlet, grant a licence or part with or share the possession or occupation of the Propertyin whole or in part until the day that the lessee has:


— obtained all the TOPs from the relevant government and statutory authorities for thebuildings and structures on the Property,

(the “Schenker Megahub Prohibition Period”), except that the lessee may mortgage theProperty with JTC’s prior written consent;

• after the Schenker Megahub Prohibition Period, the lessee may not demise, assign, charge,create a trust or agency, mortgage, let, sublet, underlet, grant a licence or part with or share thepossession or occupation of the Property in whole or in part without JTC’s prior written consent;

• in the event that JTC gives its approval for a demise or assignment of the Property, the lesseemust make a first offer (the “Schenker Megahub First Offer”) to surrender the Property and theremaining lease term to JTC free from all encumbrances except for the sublease granted by thelessee to the Schenker Megahub Anchor Tenant and any other subleases which the lessee mayhave created;

• if JTC declines the Schenker Megahub First Offer, the lessee must make a second offer (the“Schenker Megahub Second Offer”) to sell the Property and the remaining lease term to theSchenker Megahub Anchor Tenant free from all encumbrances on terms and conditions to beagreed between the lessee and the Schenker Megahub Anchor Tenant;

• if the Schenker Megahub Anchor Tenant declines the Schenker Megahub Second Offer, thelessee may then assign the Property and the remaining lease term, together with the sublease tothe Schenker Megahub Anchor Tenant and any other subleases which the lessee may havecreated, to a purchaser approved by JTC in writing, subject to terms and conditions as may beimposed by JTC in its absolute discretion including, but not limited to a condition that thepurchaser shall not terminate the Schenker Megahub Anchor Tenant’s sublease without JTC’sprior written consent; and

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JTC has granted its written approval for the sale of the Property to the Trustee and confirmed that itdoes not require the lessee to make the Schenker Megahub First Offer to JTC in relation to the sale ofthe Property to the Trustee. In addition, the Schenker Megahub Anchor Tenant has also confirmed thatit does not wish to purchase the Property.


A State Lease No. 26324 (as supplemented by a Supplemental Deed dated 24 March 2008) was issuedby the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee, in respect of theProperty for a term of 99 years commencing from 1 January 1995.


• the land must be used for industrial development;


• JTC must surrender to the government such portion of the land which is not required for thepurpose specified in the State Lease (i.e. for industrial development) at rates equivalent to thecompensation payable if such land had been acquired under the Land Acquisition Act; and


A registered Lease No. IB/239950F comprised in Certificate of Title (SUB) Volume 663 Fol 101 (the“C&P Changi Districentre JTC Lease”) was issued by JTC to C&P Distribution Pte. Ltd. a term of 30years commencing from 16 August 2005.

Principal terms of the C&P Changi Districentre JTC Lease include, inter alia, the following:

• provisions for the payment of annual rent by the lessee to JTC in advance. The annual rent issubject to revision on the 16th day of August every year to the prevailing market rent, subject toa maximum increase not exceeding 5.5% of the immediately preceding annual rent;

• on the expiry or sooner termination of the leasehold term granted under the C&P ChangiDistricentre JTC Lease, the lessee is required to carry out an environmental baseline study todetermine the level of contaminants at the Property. If the results show that the level ofcontamination exceeds that of the first baseline study, the lessee is required to carry out all worksnecessary to decontaminate the Property to the state and condition existing at the time of the saidfirst baseline study and to the satisfaction of JTC and the relevant government and statutoryauthorities;


• except for the subletting to Nippon Express (Singapore) Pte Ltd (the “C&P Changi DistricentreAnchor Tenant”) the lessee is not allowed to assign, charge, create a trust or agency, mortgage,let, sublet, underlet, grant a licence or part with or share the possession or occupation of theProperty until the day that the lessee has shown due proof to the satisfaction of JTC that the fixedinvestment criteria has been met;

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• the lessee shall ensure that C&P Changi Districentre Anchor Tenant occupies at least 50% of thetotal build-up area of the Property for the period of five years from the date of issuance of the TOP(the “C&P Changi Districentre Minimum Occupation Requirement”);

• in the event that JTC gives its approval for a demise or assignment of the Property, the lesseemust make a first offer (the “C&P Changi Districentre First Offer”) to surrender the Property andthe remaining lease term to JTC free from all encumbrances except for the sublease granted bythe lessee to the C&P Changi Districentre Anchor Tenant and any other subleases which thelessee may have created;

• if JTC declines the C&P Changi Districentre First Offer, the lessee must make a second offer (the“C&P Changi Districentre Second Offer”) to sell the Property and the remaining lease term tothe C&P Changi Districentre Anchor Tenant free from all encumbrances on terms and conditionsto be agreed between the lessee and the C&P Changi Districentre Anchor Tenant;

• if the C&P Changi Districentre Anchor Tenant declines the C&P Changi Districentre Second Offer,the lessee may then assign the Property and the remaining lease term, together with the subleaseto the C&P Changi Districentre Anchor Tenant and any other subleases which the lessee mayhave created, to a purchaser approved by JTC in writing, subject to terms and conditions as maybe imposed by JTC in its absolute discretion including, but not limited to a condition that thepurchaser shall not terminate the C&P Changi Districentre Anchor Tenant’s sublease withoutJTC’s prior written consent; and


JTC has granted its written approval for the sale of the Property to the Trustee and confirmed that itdoes not require the lessee to make the C&P Changi Districentre First Offer to JTC in relation to thesale of the Property to the Trustee.

JTC has also granted a waiver for the compliance of the C&P Changi Districentre Minimum OccupationRequirement and the requirement to make the C&P Changi Districentre Second Offer to the C&PChangi Districentre Anchor Tenant, subject to the C&P Changi Districentre Anchor Tenant being giventhe first priority to sublease the Property or part thereof and also subject to JTC’s right to revoke thesaid waiver by notice.


A State Lease No. 25081 (as supplemented by Supplemental Deeds dated 22 May 2007 and 24 March2008) was issued by the President of the Republic of Singapore, as lessor, in favour of JTC, as lessee,in respect of the Property for a term of 99 years commencing from 21 September 2001.


• the land must be used for light industry development;


• JTC must surrender to the government such portion of the land which is not required for thepurpose specified in the State Lease (i.e. for light industry development) at rates equivalent to thecompensation payable if such land had been acquired under the Land Acquisition Act; and

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JTC in turn entered into a building agreement dated 8 November 2005 whereby JTC agreed to grantto C & P Distribution Pte. Ltd. a lease for a term of 30 years commencing from 16 August 2005 (the“Hi-Speed Logistics Centre Building Agreement”).

Principal terms of the Hi-Speed Logistics Centre Building Agreement include, inter alia, the following:

• provisions for the payment of annual rent by the lessee to JTC in advance by quarterlyinstalments. The annual rent is subject to revision on the 16th day of August every year to theprevailing market rent, subject to a maximum increase not exceeding 5.5% of the immediatelypreceding annual rent. The market rent is defined to mean the rent per square metre per annumof the Property excluding the buildings and other structures erected thereon, as determined byJTC whose decision is final;

• provisions for the payment to JTC by the lessee of a service charge calculated at a rate to bespecified by JTC for the provision and maintenance of the common areas within the AirportLogistics Park including the greenery, landscaping, amenities and facilities provided therein (ifany) by JTC. The service charge is payable on the same days and in the same manner as thepayment of rent. JTC is entitled by written notice to increase the service charge if the costs ofservices increase;

• on the expiry or sooner termination of the leasehold term granted under the Hi-Speed LogisticsCentre Building Agreement, the lessee is required to carry out an environmental baseline studyto determine the level of contaminants at the Property. If the results show that the level ofcontamination exceeds that of the first baseline study, the lessee is required to carry out all worksnecessary to decontaminate the Property to the state and condition existing at the time of the saidfirst baseline study and to the satisfaction of JTC and the relevant government and statutoryauthorities;


• except for the subletting to Nippon Express (Singapore) Pte Ltd (the “Hi-Speed Logistics CentreAnchor Tenant”) the lessee is not allowed to assign, charge, create a trust or agency, mortgage,let, sublet, underlet, grant a licence or part with or share the possession or occupation of theProperty in whole or in part until the day that the lessee has:


— obtained all the TOPs from the relevant government and statutory authorities for thebuildings and structures on the Property,

(the “Hi-Speed Logistics Centre Prohibition Period”), except that the lessee may mortgage theProperty with JTC’s prior written consent;

• after the Hi-Speed Logistics Centre Prohibition Period, the lessee may not demise, assign,charge, create a trust or agency, mortgage, let, sublet, underlet, grant a licence or part with orshare the possession or occupation of the Property in whole or in part without JTC’s prior writtenconsent;

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• in the event that JTC gives its approval for a demise or assignment of the Property, the lesseemust make a first offer (the “Hi-Speed Logistics Centre First Offer”) to surrender the Propertyand the remaining lease term to JTC free from all encumbrances except for the sublease grantedby the lessee to the Hi-Speed Logistics Centre Anchor Tenant and any other subleases which thelessee may have created;

• if JTC declines the Hi-Speed Logistics Centre First Offer, the lessee must make a second offer(the “Hi-Speed Logistics Centre Second Offer”) to sell the Property and the remaining leaseterm to the Hi-Speed Logistics Centre Anchor Tenant free from all encumbrances on terms andconditions to be agreed between the lessee and the Hi-Speed Logistics Centre Anchor Tenant;

• if the Hi-Speed Logistics Centre Anchor Tenant declines the Hi-Speed Logistics Centre SecondOffer, the lessee may then assign the Property and the remaining lease term, together with thesublease to the Hi-Speed Logistics Centre Anchor Tenant and any other subleases which thelessee may have created, to a purchaser approved by JTC in writing, subject to terms andconditions as may be imposed by JTC in its absolute discretion including, but not limited to acondition that the purchaser shall not terminate the Hi-Speed Logistics Centre Anchor Tenant’ssublease without JTC’s prior written consent; and


JTC has granted its written approval for the sale of the Property to the Trustee and confirmed that itdoes not require the lessee to make the Hi-Speed Logistics Centre First Offer to JTC in relation to thesale of the Property to the Trustee. In addition, the Hi-Speed Logistics Centre Anchor Tenant has alsoconfirmed that it does not wish to purchase the Property.


A State Lease No. 23603 (as supplemented by Supplemental Deeds dated 15 January 2002, 23 March2006, 17 October 2007, 29 November 2007 and 14 February 2008) was issued by the President of theRepublic of Singapore, as lessor, in favour of JTC, as lessee, in respect of the Property for a term of99 years commencing from 16 August 1993.


• the land must be used for development of Aviation Distri-Zone;


• JTC must surrender to the government such portion of the land which is not required for thepurpose specified in the State Lease (i.e. for development of Aviation Distri-Zone) at ratesequivalent to the compensation payable if such land had been acquired under the LandAcquisition Act; and


A registered Lease No. IA/331161L comprised in Certificate of Title (SUB) Volume 639 Folio 123 andvaried by a Variation of Lease No. IB/517901W (the “C&P Changi Districentre 2 JTC Lease”) wasissued by JTC to Nippon Express (Singapore) Pte Ltd for a term of 30 years commencing from16 February 1996. The Property was transferred by Nippon Express (Singapore) Pte Ltd to C & PHoldings Pte Ltd.

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Principal terms of the C&P Changi Districentre 2 JTC Lease include, inter alia, the following:

• provisions for the payment of annual rent by the lessee to JTC in advance by monthly instalments.The annual rent is subject to revision on the 16th day of February every year to the prevailingmarket rent, subject to a maximum increase not exceeding 7.6% of the immediately precedingannual rent. The market rent is defined to mean the rent per square metre per annum of theProperty excluding the buildings and other structures erected thereon, as determined by JTCwhose decision is final;

• the lessee must ensure that at least 60% of the total floor area of the Property is used for purelywarehousing activities and the remaining floor area shall be used as ancillary production andoffices, neutral areas, communal facilities and other uses which may be approved in writing byJTC and the relevant authorities provided that the said ancillary offices shall not exceed 25% ofthe total floor area and provided further that the lessee shall not use and occupy the Property forthe purpose of commercial office and storage unrelated to the lessee’s approved activity;

• restriction on the use of the Property, for the purpose of “warehousing, distribution and logisticmanagement of electronic parts, telephone, fax machines, machine parts and other general cargoonly”;

• a prohibition against the lessee demising, assigning, charging, creating a trust or agency,mortgaging, letting, subletting, underletting, granting a licence or parting with or sharing thepossession or occupation of the Property in whole or in part without JTC’s prior written consent;and



PROPERTY MANAGEMENT AGREEMENT

The Properties which comprise the initial portfolio of CLT and any properties located in Singaporesubsequently acquired by CLT, whether such properties are directly or indirectly held by CLT, or arewholly or partly owned by CLT will be managed by the Property Manager in accordance with the termsof the Property Management Agreement.

The Property Management Agreement was entered into on 18 March 2010 by the Trustee, the Managerand the Property Manager pursuant to which the Property Manager was appointed to operate, maintain,manage and market all the properties of CLT located in Singapore, subject to the terms and conditionsof the Property Management Agreement. The property management will be subject to the overallmanagement by the Manager.

The Property Management Agreement provides that in respect of each Property and in respect of eachsubsequently acquired property located in Singapore which is managed by the Property Manager, theTrustee, the Manager and the Property Manager will enter into a separate Local Property ManagementAgreement in the form and on the terms set out in a schedule to the Property Management Agreement,in order to incorporate the specific terms set out in the Property Management Agreement in theirapplication to each of such properties.

The initial term of the Property Management Agreement is five years from the Listing Date.

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Six months prior to expiry of the initial term of the Property Management Agreement, the PropertyManager may request to extend its appointment for a further five years on the same terms andconditions, except for revision of all fees payable to the Property Manager to market rates prevailing atthe time of such extension.

Two months before expiry of the initial term, the Trustee will decide the prevailing market rates for theextension term, based on the recommendation of the Manager. If the Property Manager disagrees withthe Trustee’s decision on the prevailing market rates for the extension term, the matter will be referredto an independent expert whose determination of the prevailing market rates shall be final and bindingon the parties.

The Trustee shall, based on the recommendation of the Manager, agree to extend the appointment ofthe Property Manager for the extension term, on the revised fees based on the prevailing market ratesdetermined as aforesaid.

The Trustee shall not be obliged to extend the appointment of the Property Manager if the aboveconditions are not fulfilled.

Property Manager’s Services

The services provided by the Property Manager for each property under its management include thefollowing:

• property management services, recommending third party contracts for provision of propertymaintenance services, supervising the performance of contractors, arranging for adequateinsurances and ensuring compliance with building and safety regulations;

• lease management services, including coordinating tenants’ fitting-out requirements,administration of rental collection, management of rental arrears, and administration of allproperty tax matters;

• marketing and marketing coordination services, including initiating lease renewals andnegotiation of terms; and

• project management services in relation to the development or redevelopment (unless otherwiseprohibited by the Property Funds Appendix or any other laws or regulations), the refurbishment,retrofitting and renovation works to a property, including recommendation of project budget andproject consultants, and supervision and implementation of the project.

Fees

Under the Property Management Agreement, the Property Manager is entitled to the fees set out below,to be borne out of the Deposited Property, for each property located in Singapore under itsmanagement.

Property Management Fees and Lease Management Fees

For property management services rendered by the Property Manager for a property located inSingapore, the Trustee will pay the Property Manager for each such property a property managementfee of 2.0% per annum of the Gross Revenue of the relevant property.

For lease management services rendered by the Property Manager for a property located in Singapore,the Trustee will pay the Property Manager for each property a lease management fee of 1.0% perannum of the Gross Revenue of the relevant property. The Property Manager has agreed with theTrustee that no lease management fee is payable by the Trustee in relation to the Initial Portfolio for thefirst three years of the initial contracted lease.

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Project Management Services Fees

For the project management services for a property located in Singapore, the Trustee will pay theProperty Manager the following fees for the development or redevelopment (if not prohibited by theProperty Funds Appendix or if otherwise permitted by the MAS), refurbishment, retrofitting andrenovation works on a property:

• where the construction costs are S$2.0 million or less, a fee of 3.0% of the construction costs;

• where the construction costs exceed S$2.0 million but do not exceed S$20.0 million, a fee of 2.0%of the construction costs or S$60,000, whichever is higher;

• where the construction costs exceed S$20.0 million but do not exceed S$50.0 million, a fee of1.5% of the construction costs or S$400,000, whichever is higher; and

• where the construction costs exceed S$50.0 million, a fee to be mutually agreed by the parties.

For the purpose of calculating the fees payable to the Property Manager, “construction costs” meansall construction costs and expenditure valued by the quantity surveyor engaged by the Trustee for theproject, excluding development charges, differential premiums, statutory payments, consultants’professional fees and GST.

Reimbursable Amounts

In addition to its fees, the Property Manager will be fully reimbursed for each property under itsmanagement:

• the employment and remuneration costs of the team of personnel employed by the PropertyManager for the provision of services to that property; and

• the employment and remuneration costs relating to the centralised team of employees of theProperty Manager who provide group services for all properties of CLT under its management,which costs are apportioned by the Property Manager to that property,

as approved in each annual budget by the Trustee following the recommendation of the Manager.

Expenses

The Property Manager is authorised to utilise funds deposited in operating accounts maintained in thename of the Trustee and to make payment for all costs and expenses incurred in the operation,maintenance, management and marketing of each property within each annual budget approved by theTrustee on the recommendation of the Manager.

Provision of office space

Where applicable, the Trustee shall permit employees of the Property Manager engaged to manage aproperty to occupy suitable office space at such property (as approved by the Trustee on therecommendation of the Manager) without the Property Manager being required to pay any rent, servicecharge, utility charges or other sums.

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Termination

The Trustee or the Manager may terminate the appointment of the Property Manager in relation to allthe properties of CLT under the management of the Property Manager on the occurrence of certainspecified events, which include the liquidation or cessation of business of the Property Manager.

The Trustee or the Manager may also terminate the appointment of the Property Manager specificallyin relation to a property under its management in the event of the sale of such property, but the PropertyManagement Agreement will continue to apply with respect to the remaining properties managed by theProperty Manager under the terms of the Property Management Agreement.

In addition, if the Property Manager, within 90 days of receipt of written notice, fails to remedy anybreach (which is capable of remedy) of its obligations in relation to a property, the Trustee or theManager may terminate the appointment of the Property Manager in relation only to such property inrespect of which the breach relates, upon giving 30 days’ written notice to the Property Manager.

On the termination of the appointment of the Property Manager, the Manager shall, as soon aspracticable, procure the appointment of a replacement property manager for the affected property.

Novation

The Trustee and the Manager are entitled to novate their respective rights, benefits and obligationsunder the Property Management Agreement to a new trustee of CLT or a new manager of CLTappointed in accordance with the terms of the Trust Deed. With the approval of the Trustee, whichapproval shall not be unreasonably withheld, the Property Manager is also entitled to novate itsrespective rights, benefits and obligations under the Property Management Agreement to any whollyowned direct or indirect subsidiary of the Sponsor.

Exclusion of Liability

In the absence of fraud, gross negligence, wilful default or breach of the Property ManagementAgreement by the Property Manager, it shall not incur any liability by reason of any error of law or anymatter or thing done or suffered or omitted to be done by it in good faith under the PropertyManagement Agreement.

In addition, the Trustee shall indemnify the Property Manager against any actions, costs, claims,damages, expenses or demands to which it may suffer or incur as Property Manager, save where suchaction, cost, claim, damage, expense or demand is occasioned by the fraud, gross negligence, wilfuldefault or breach of the Property Management Agreement by the Property Manager, its employees oragents.

No Restriction on Property Manager

The Property Manager may provide services similar to those contemplated under the PropertyManagement Agreement to other parties operating in the same or similar business as CLT, or in otherbusinesses.

MASTER LEASE AGREEMENTS

Under each Master Lease Agreement, the Trustee leases to the respective Master Lessee, the relevantProperty together with the plant and equipment on the Property.

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The terms of the Master Leases, each commencing on Listing Date, are set out below:

Property Master Lessee Term of Master Lease Agreement

CWT Commodity Hub CWT 5.0 to 10.0(1) years

CWT Cold Hub CWT 5.0 years

Schenker Megahub C&P Land Pte. Ltd. Over 6.0 years, expiring on 31 August 2016

C&P Changi Districentre C&P Distribution Pte. Ltd. 5.0 years

Hi-Speed Logistics Centre C&P Distribution Pte. Ltd. Over 6.0 years, expiring on 15 October2016

C&P Changi Districentre 2 C&P 5.0 years

Note:

(1) This represents the lease terms of the Master Lease for CWT Commodity Hub and the CWT Commodity Hub IndividualLease Agreements. CLT may agree and sign extensions of either the Master Lease or individual leases, as the case maybe, beyond the expiry date of the initial lease terms.

After the initial term of the Master Lease Agreement, the Master Lessees are entitled to renew the termsof the Master Leases for a period which is not less than five years and at a revised rent to be agreedbetween the Trustee and the Master Lessees.

The Master Lessees are required to pay rent on a monthly basis in advance. The initial annual rentspayable by the Master Lessees for CWT Commodity Hub is S$28.9 million, CWT Cold Hub is S$9.8million, Schenker Megahub is S$7.4 million, C&P Changi Districentre is S$6.1 million, Hi-SpeedLogistics Centre is S$5.2 million and C&P Changi Districentre 2 is S$1.5 million. The rents are subjectto annual increases at the rate of 1.5% per annum of the annual rent for the immediately precedingyear.

In addition, the annual rents for the Master Leases of Schenker Megahub and Hi-Speed LogisticsCentre are subject to review at the end of the fifth year of the respective leases.

Each Master Lessee is required to provide to the Trustee a security deposit equivalent to 12 months ofthe monthly rent for each of the Properties, as security for the Master Lessee’s compliance of all theprovisions in the Master Lease Agreement and to secure against any loss or damage resulting from anydefault by the Master Lessee and any claim by the Trustee against the Master Lessee.

As landlord, the Trustee will be responsible for structural repairs to the buildings in the Property, thereplacement of structural parts of the buildings in the Properties and the replacement of mechanicaland electrical equipment therein.

The Master Lessees shall be responsible for the maintenance and management of the Properties,including keeping the Properties clean and in good and tenantable condition, and repairing andmaintaining the plant and equipment and the security systems therein.

The Master Lessees shall at its cost and expense take out and keep in force insurance policies(specifically an insurance policy against all risks and damage to the Property and a comprehensivepublic liability insurance policy) with an insurance company or companies in Singapore approved by theTrustee and on terms and conditions to be approved by the Trustee.

The Master Lessees shall be responsible for payment of the land rent and property tax (including allincreases thereof) and all outgoings and expenses incurred in respect of the Properties.

If a Property is damaged or destroyed, the relevant Master Lessee is not liable to pay rent for the periodthat the Property cannot be used if the Master Lessee has fulfilled its obligation to take-up and maintaininsurance. If part of the Property is still useable, the Master Lessee’s liability to pay rent will be reducedin proportion to the reduction in the usability of the Property.

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The Master Lessees are not entitled to assign any of the Master Lease Agreements. The MasterLessees may sublet any part of the Properties with the written consent of the Trustee and JTC. Suchconsent may be granted subject to conditions.

All necessary approvals required by law for the operation of its business or the business of anypermitted occupier in the Property must be obtained by the Master Lessee at its cost. The MasterLessee must at its own cost take out and maintain all risks and public liability insurance policies in thejoint names of the Master Lessee and the Trustee as landlord.

The Master Lessee is required to vacate the Property after the expiry of the lease term. If the MasterLessee fails to vacate the Property after the expiry of the lease term, the Trustee is entitled to chargethe Master Lessee double the amount of the rent for the period of holding over. On vacating theProperty, the Master Lessee must reinstate the premises.

In respect of Schenker Megahub and Hi-Speed Logistics Centre, in the event the Master Lessee is indefault under the Master Lease Agreement, the Trustee is entitled to require the Master Lessee to takean assignment of, all rights and benefits (including rent and other proceeds) of the Master Lessee underor arising from the tenancies to the Schenker Megahub Anchor Tenant and the Hi Speed LogisticsCentre Anchor Tenant.

C&P has provided corporate guarantees in connection with the lease obligations of C&P Land Pte. Ltd.and C&P Distribution Pte. Ltd. during the term of the Master Leases in respect of Schenker Megahub,C&P Changi Districentre and Hi-Speed Logistics Centre.

In relation to CWT Commodity Hub, the CWT Commodity Hub Individual Lease Agreements will beentered into by CWT (as tenant) in respect of specific premises in CWT Commodity Hub, in the eventthat the Master Lease Agreement for CWT Commodity Hub is not renewed at the expiry of its initialfive-year term. The terms of the three separate lease agreements, which will commence at theexpiration of the initial Master Lease term, will range from one to five years. This does not preclude CLTfrom agreeing and signing extensions of either the Master Lease or individual leases as the case maybe beyond the expiry date of the initial lease terms.

The Master Lessee is granted the option to renew the Master Lease. The notice to renew the MasterLease must be given not later than three months before the expiry of the lease renewal confirmationdate, being 15 months before the expiry of the initial lease term. The Master Lessee must enter into theRenewed Master Lease Agreement on or before the lease renewal confirmation date.

The option to renew is subject to the following:

• the consent of JTC;

• the term of the Renewed Master Lease Agreement not being less than five years;

• the revised rent of the Renewed Master Lease Agreement to be agreed between the MasterLessee and CLT; and

• the terms and conditions of the Renewed Master Lease Agreement being substantially the sameas the terms and conditions of the Master Lease Agreements, save for the option to renew.

(See “The Manager and Corporate Governance — The Manager’s Internal Control System” foradditional details on the processes and procedures to ensure that the renewal will be undertaken onarm’s length commercial terms and will not be prejudicial to the interests of CLT and the Unitholders.)

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TAXATION

The following summary of certain Singapore income tax consequences of the purchase, ownership anddisposition of the Units is based upon laws, regulations, rulings and decisions now in effect, all of whichare subject to change (possibly with retroactive effect). The summary does not purport to be acomprehensive description of all the tax considerations that may be relevant to a decision to purchase,own or dispose of the Units and does not purport to apply to all categories of investors, some of whichmay be subject to special rules. Investors should consult their own tax advisers concerning theapplication of Singapore tax laws to their particular situations as well as any consequences of thepurchase, ownership and disposition of the Units arising under the laws of any other tax jurisdictions.

The IRAS has issued a Tax Ruling on the taxation of CLT and its Unitholders.

In accordance with the Tax Ruling, the Singapore taxation consequences for CLT and that of theUnitholders are described below.

TAXATION OF CLT

Subject to meeting the terms and conditions of the Tax Ruling, the Trustee will not be assessed to taxon the Taxable Income of CLT provided that at least 90.0% of its Taxable Income is distributed withinthe year in which the income is derived. Instead, the Trustee and the Manager will deduct income taxat the prevailing corporate tax rate, currently at 17.0%, from the distributions made to Unitholders thatare made out of the Taxable Income of CLT. However, where the beneficial owners are individuals orQualifying Unitholders, the Trustee and the Manager will make the distributions to such Unitholderswithout deducting any income tax. In addition, where the beneficial owners are Qualifying ForeignNon-individual Unitholders, the Trustee and the Manager will deduct Singapore income tax at thereduced rate of 10.0% for distributions made up to 31 March 20151. A “Qualifying Unitholder” is aUnitholder who is:

• a Singapore-incorporated company which is tax resident in Singapore;

• a body of persons, other than a company or a partnership, registered or constituted in Singapore(for example, a town council, a statutory board, a registered charity, a registered co-operativesociety, a registered trade union, a management corporation, a club and a trade and industryassociation); and

• a Singapore branch of a foreign company which has presented a letter of approval from the IRASgranting a waiver from tax deduction at source in respect of distributions from CLT.

A “Qualifying Foreign Non-individual Unitholder” is one who is not a resident of Singapore forincome tax purposes and:

• who does not have a permanent establishment in Singapore; or

• who carries on any operation in Singapore through a permanent establishment in Singapore,where the funds used to acquire the Units are not obtained from that operation in Singapore.

To obtain distributions without tax deduction at source, Unitholders who are Qualifying Unitholders mustdisclose their respective tax status in a prescribed form provided by the Manager. Similarly, to obtaindistributions where tax is deducted at the reduced rate of 10.0% for distributions made up to 31 March20151, Qualifying Foreign Non-individual Unitholders must disclose their respective tax status in aprescribed form provided by the Manager (see Appendix D, “Independent Taxation Report”).


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Where the Units are held in joint names, the Trustee and the Manager will deduct income tax at theprevailing corporate tax rate, currently at 17.0%, from the distributions made out of the Taxable Incomeof CLT, unless all the joint Unitholders are individuals.

Where the Units are held through a nominee, the Trustee and the Manager will deduct income tax atthe prevailing corporate tax rate, currently at 17.0%, from the distribution made out of CLT’s TaxableIncome except in the following situations:

• where the Units are held for beneficial owners who are individuals or Qualifying Unitholders, taxmay not be deducted at source/withheld under certain circumstances. This includes a situationwhere a declaration is made by the nominee of the beneficial owners’ status and the provision ofcertain particulars of the beneficial owners in a prescribed form to the Trustee and the Manager;

• where the Units are held for beneficial owners who are Qualifying Foreign Non-individualUnitholders, tax may be deducted at source/withheld at the reduced rate of 10.0% for distributionsmade up to 31 March 20151 under certain circumstances. This includes a situation where adeclaration is made by the nominee of the beneficial owners’ status and the provision of certainparticulars of the beneficial owners in a prescribed form to the Trustee and the Manager; and

• where the Units are held by the nominees as agent banks or the SRS operators acting forindividuals who purchased the Units within the CPF Investment Scheme or the SRS respectively,tax will not be deducted at source/withheld for distributions made in respect of these Unitholders.

CLT will distribute at least 90.0% of its Taxable Income. For the remaining amount of Taxable Incomenot distributed, tax will be assessed on, and collected from, the Trustee on such remaining amount(referred to as “Retained Taxable Income”). In the event where a distribution is subsequently made outof such Retained Taxable Income, the Trustee and the Manager will not have to make a furtherdeduction of income tax from the distribution.

Taxable Income of CLT for the purposes of the Tax Transparency Treatment refers to the income fromthe letting of its properties and related property maintenance services income after deduction ofallowable expenses, and insignificant interest income from the placement of periodic cash surpluses inbank deposits.

Gains or profits arising from sale of real properties, if considered to be trading gains derived from atrade or business carried on by CLT, will be taxable under Section 10(1)(a) of the Income Tax Act,Chapter 134 of Singapore. Tax on such gains or profits will be assessed on, and collected from, theTrustee. Consequently, if such after tax gains or profits are distributed, the Trustee and the Managerwill not have to make a further deduction of income tax from the distribution.

Gains or profits arising from the sale of real properties, if confirmed to be capital gains by the IRAS, arenot subject to tax as there is no capital gains tax in Singapore. Such capital gains may be distributed(at the discretion of the Trustee and the Manager) to Unitholders. If a distribution is made out of suchconfirmed capital gains, the Trustee and the Manager will not have to deduct tax from the distribution.


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TAXATION OF CLT’S UNITHOLDERS

CLT Distributions

Individuals who hold the Units as Investment Assets

All individuals who hold Units as investment assets (excluding individuals who hold such Units astrading assets or individuals who hold such Units through a partnership in Singapore) are exempt fromincome tax on the distributions made by CLT, regardless of the individual’s nationality or tax residencestatus.

Distributions made out of income previously taxed at the Trustee level (because the distributions weremade out of Retained Taxable Income or out of gains or profits taxed as trading gains from the disposalof real properties) will not be subject to tax when received by the Unitholders.

Individuals who hold the Units as trading assets or who hold the Units through a partnership inSingapore

Individuals who hold Units as trading assets or individuals who hold Units through a partnership inSingapore are subject to income tax on the gross amount of distributions that are made out of theTaxable Income of CLT. Such distributions will be taxed in the individuals’ hands at their applicableincome tax rates.

Distributions made out of income previously taxed at the Trustee level (because the distributions weremade out of Retained Taxable Income or out of gains or profits taxed as trading gains from the disposalof real properties) will not be subject to tax when received by the Unitholders.

Non-individuals except Qualifying Foreign Non-individuals

Non-individual Unitholders are subject to Singapore income tax on the gross amount of distributionsthat are made out of the Taxable Income of CLT, regardless of whether the Trustee and the Managerhad deducted tax from the distributions. Where tax had been deducted at source at the prevailingcorporate tax rate, the tax deducted is not a final tax. Non-individual Unitholders can use such taxdeducted at source as a set-off against their Singapore income tax liabilities.

Distributions made out of income previously taxed at the Trustee level (because the distributions weremade out of Retained Taxable Income or out of trading gains from the disposal of real properties) willnot be subject to tax when received by the Unitholders.

Distributions of capital gains

Distributions made out of gains or profits arising from a disposal of properties that have been confirmedby the IRAS as capital gains are not taxable in the hands of all Unitholders provided that the Units arenot held by them as trading assets. Where the Unitholders are subject to tax on such gains, they willbe assessable to tax at their own respective rates.

Disposal of Units

Any gains on disposal of the Units are not liable to Singapore tax provided the Units are not held astrading assets.

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Terms and Conditions of the Tax Ruling

The application of the Tax Ruling is conditional upon the Trustee and the Manager fulfilling certain termsand conditions. The Trustee and the Manager have given undertakings to take all reasonable stepsnecessary to safeguard the IRAS against tax leakage and to comply with all administrativerequirements to ensure ease of tax administration.

The IRAS has expressly reserved the rights to review, amend and revoke the Tax Ruling either in partor in whole at any time.

Stamp Duty

By virtue of the Stamp Duties (Real Estate Investment Trust) (Remission) Rules 2005, stamp duty onany contract or agreement or instrument entered into prior to or on 17 February 2010 relating to theconveyance, assignment on sale of Singapore properties to REITs to be listed or already listed on theSGX-ST would be remitted. Accordingly, stamp duty will be remitted on the contracts for the sale andpurchase of Singapore properties to CLT. Subsequently, any stamp duty on any contract or agreementor instrument entered into after 17 February 2010 but prior to or on 31 March 20151 relating to theconveyance, assignment on sale of Singapore properties to CLT will be remitted.

Stamp duty will not be imposed on instruments of transfers relating to the Units. In the event of achange of trustee for CLT, stamp duty on any document effecting the appointment of a new trustee andthe transfer of trust assets from the incumbent trustee to the new trustee will be charged at a nominalrate not exceeding S$10.00 as specified under Article 3(g)(ii) of the First Schedule to the Stamp DutiesAct, Chapter 312 of Singapore.

Singapore Goods and Services Tax

CLT could be registered in Singapore for GST purposes on the basis that it would derive rental incomefrom the leasing of the Properties, which constitutes a taxable supply for GST purposes.

Pursuant to regulation 104A of the Goods and Services Tax (General) Regulations and Section 38 ofthe Goods and Services Tax Act, Chapter 117A of Singapore, GST would not be payable by CLT on thepurchase of the Properties on the basis that CLT would be listed within one month from the acquisitionof the Properties, and provided that CLT and the sellers of the Properties fulfil certain responsibilities.

Briefly, CLT would need to include the sale price of the Properties and the corresponding GST amountas part of the value of standard-rated supplies and output tax respectively in its GST return for theprescribed accounting period in which the supplies take place, even though no GST is actually paid.The sellers would also need to reflect the sale price of the Properties excluding GST in their GSTreturns for the prescribed accounting period in which the supplies take place.


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PLAN OF DISTRIBUTION

The Manager is making an offering of 474,108,000 Units (representing 75.0% of the total number ofUnits in issue after the Offering) for subscription at the Offering Price under the Placement Tranche andthe Public Offer, of which, 14,000,000 Reserved Units (representing 3.0% of the Offering) under thePublic Offer will be reserved for subscription by the directors, management, employees and businessassociates of the Sponsor and its subsidiaries. 433,108,000 Units will be offered under the PlacementTranche and 41,000,000 Units will be offered under the Public Offer. Units may be re-allocated betweenthe Placement Tranche and the Public Offer at the discretion of the Joint Global Coordinators (inconsultation with the Manager) in the event of an excess of applications in one and a deficit in the other.In the event that any of the Reserved Units are not subscribed for, such Units will be made availableto satisfy excess applications, if any, in the Public Offer and/or the Placement Tranche.

The Public Offer is open to members of the public in Singapore. Under the Placement Tranche, theManager intends to offer the Units by way of an international placement through the Joint GlobalCoordinators to investors, including institutional and other investors in Singapore. Subject to the termsand conditions set forth in the underwriting agreement entered into between the Joint GlobalCoordinators, the Manager and the Sponsor on 1 April 2010, the Manager is expected to effect for theaccount of CLT the issue of, and the Joint Global Coordinators are expected to severally (and notjointly) subscribe, or procure subscribers for, 531,009,000 Units (which includes the Units to be issuedpursuant to the Offering and the Cornerstone Units), in the proportions set forth opposite theirrespective names below.

Joint Global Coordinators Number of Units

Macquarie Capital Securities (Singapore) Pte. Limited 185,853,150

Standard Chartered Securities (Singapore) Pte. Limited 185,853,150

DBS 159,302,700

Total 531,009,000

The Units will be offered at the Offering Price. The Offering Price per Unit in the Placement Tranche andthe Public Offer will be identical. The Joint Global Coordinators have agreed to subscribe, and pay for,or procure subscription and payment for 531,009,000 Units at the Offering Price, less the Underwriting,Selling and Management Commission (as defined herein) to be borne by CLT.

The Manager and the Sponsor have agreed in the Underwriting Agreement to indemnify the JointGlobal Coordinators against certain liabilities.

The Underwriting Agreement also provides that the obligations of the Joint Global Coordinators tosubscribe and pay for or procure the subscription or payment for the Units in the Offering and theCornerstone Units are subject to certain conditions contained in the Underwriting Agreement.

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The Underwriting Agreement may be terminated by the Joint Global Coordinators at any time prior toissue and delivery of the Units upon the occurrence of certain events including, among others, certainforce majeure events pursuant to the terms of the Underwriting Agreement.

Investors in the Placement Tranche may be required to pay brokerage of up to 1.0% of the OfferingPrice.

Each of the Joint Global Coordinators, the Issue Managers and their associates may engage intransactions with, and perform services for, the Trustee, the Manager, the Sponsor and CLT in theordinary course of business and have engaged, and may in the future engage, in commercial bankingand/or investment banking transactions with the Trustee, the Manager, the Sponsor and CLT, for whichthey have received, or may in the future receive, customary compensation.

LOCK-UP ARRANGEMENTS

The Sponsor

Subject to the exception described below, the Sponsor has agreed with the Joint Global Coordinatorsand the Issue Managers that it will not, without the prior written consent of the Joint Global Coordinatorsand the Issue Managers (such consent not to be unreasonably withheld or delayed), directly orindirectly, offer, sell or contract to sell grant any option to purchase, grant security over, encumber orotherwise dispose of any or all of its effective interest in the Sponsor Units (or any securities convertibleinto or exchangeable for the Sponsor Units or which carry rights to purchase the Sponsor Units or partthereof); enter into any transaction (including a derivative transaction) with a similar economic effect tothe foregoing; deposit any Sponsor Units (or any securities convertible into or exchangeable for anySponsor Units or which carry rights to subscribe for or purchase any Sponsor Units or part thereof) inany depository receipt facility; enter into a transaction which is designed or which may reasonably beexpected to result in any of the above or publicly announce any intention to do any of the above, duringthe First Lock-up Period, and the same restrictions will apply in respect of the Sponsor’s effectiveinterest in 50.0% of the Sponsor Units during the Second Lock-up Period (together, the “Lock-upPeriods”).

The restriction described in the preceding paragraph does not apply to the creation of a charge over theSponsor Units or otherwise grant of security over or creation of any encumbrance over the SponsorUnits, provided that such charge, security or encumbrance can only be enforced in respect of not morethan 50% of the Sponsor Units after the end of the First Lock-up Period, or (as the case may be) inrespect of all of the Sponsor Units after the Second Lock-up Period.

C&P

Subject to the exceptions described below, C&P and the C&P Ultimate Shareholders, have eachagreed with the Joint Global Coordinators and the Issue Managers that it/he will not, without the priorwritten consent of the Joint Global Coordinators and the Issue Managers (such consent not to beunreasonably withheld or delayed), directly or indirectly, offer, sell or contract to sell grant any optionto purchase, grant security over, encumber or otherwise dispose of any or all of its effective interest inthe C&P Units (or any securities convertible into or exchangeable for the C&P Units or which carryrights to purchase the C&P Units or part thereof); enter into any transaction (including a derivativetransaction) with a similar economic effect to the foregoing; deposit any C&P Units (or any securitiesconvertible into or exchangeable for any C&P Units or which carry rights to subscribe for or purchaseany C&P Units or part thereof) in any depository receipt facility; enter into a transaction which isdesigned or which may reasonably be expected to result in any of the above or publicly announce any

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intention to do any of the above, during the First Lock-up Period, and the same restrictions will applyin respect of its effective interest in 50.0% of the C&P Units during the Second Lock-up Period. Therestriction described in the preceding paragraph does not apply to:

• the creation of a charge over the C&P Units or otherwise grant of security over or creation of anyencumbrance over the C&P Units, provided that such charge, security or encumbrance can onlybe enforced in respect of not more than 50% of the C&P Units after the end of the First Lock-upPeriod, or (as the case may be) in respect of all of the C&P Units after the Second Lock-up Period;and

• the transfer or disposal of shares of the Sponsor held by C&P.

Relevant C&P Shareholders

Subject to the exceptions described below, the Relevant C&P Shareholders, have each agreed thatthey will provide an undertaking to the Joint Global Coordinators and the Issue Managers that he/she/itwill not, without the prior written consent of the Joint Global Coordinators and the Issue Managers (suchconsent not to be unreasonably withheld or delayed), directly or indirectly, offer, sell or contract to sell,grant any option to purchase, grant security over, encumber or otherwise dispose of any or all of theRelevant C&P Shareholder Lock-up Units (or any securities convertible into or exchangeable for theRelevant C&P Shareholder Lock-up Units or which carry rights to purchase the Relevant C&PShareholder Lock-up Units or part thereof); enter into any transaction (including a derivativetransaction) with a similar economic effect to the foregoing; deposit any Relevant C&P ShareholderLock-up Units (or any securities convertible into or exchangeable for any Relevant C&P ShareholderLock-up Units or which carry rights to subscribe for or purchase any Relevant C&P ShareholderLock-up Units or part thereof) in any depository receipt facility; enter into a transaction which isdesigned or which may reasonably be expected to result in any of the above or publicly announce anyintention to do any of the above, during the First Lock-up Period, and the same restrictions will applyin respect of 50.0% of the Relevant C&P Shareholder Lock-up Units during the Second Lock-up Period.

The restriction described in the preceding paragraph does not apply to the creation of a charge over theRelevant C&P Shareholder Lock-up Units or otherwise grant of security over or creation of anyencumbrance over the Relevant C&P Shareholder Lock-up Units, provided that such charge, securityor encumbrance can only be enforced in respect of not more than 50.0% of the Relevant C&PShareholder Lock-up Units after the end of the First Lock-up Period, or (as the case may be) in respectof all of the Relevant C&P Shareholder Lock-up Units after the Second Lock-up Period.

ARA

Subject to the exception described below, ARA has agreed with the Joint Global Coordinators and theIssue Managers that it will not, without the prior written consent of the Joint Global Coordinators andthe Issue Managers (such consent not to be unreasonably withheld or delayed), directly or indirectly,offer, sell or contract to sell grant any option to purchase, grant security over, encumber or otherwisedispose of any or all of its effective interest in the ARA Units (or any securities convertible into orexchangeable for the ARA Units or which carry rights to purchase the ARA Units or part thereof); enterinto any transaction (including a derivative transaction) with a similar economic effect to the foregoing;deposit any ARA Units (or any securities convertible into or exchangeable for any ARA Units or whichcarry rights to subscribe for or purchase any ARA Units or part thereof) in any depository receipt facility;enter into a transaction which is designed or which may reasonably be expected to result in any of theabove or publicly announce any intention to do any of the above, during the First Lock-up Period, andthe same restrictions will apply in respect of the ARA’s effective interest in 50.0% of the ARA Unitsduring the Second Lock-up Period.

The restriction described in the preceding paragraph does not apply to the creation of a charge over theARA Units or otherwise grant of security over or creation of any encumbrance over the ARA Units,

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provided that such charge, security or encumbrance can only be enforced in respect of not more than50% of the ARA Units after the end of the First Lock-up Period, or (as the case may be) in respect ofall of the ARA Units after the Second Lock-up Period.

ARA Real Estate Investors V Limited

Subject to the exception described below, ARA Real Estate Investors V Limited has agreed with theJoint Global Coordinators and the Issue Managers that it will not, without the prior written consent ofthe Joint Global Coordinators and the Issue Managers (such consent not to be unreasonably withheldor delayed), directly or indirectly, offer, sell or contract to sell grant any option to purchase, grantsecurity over, encumber or otherwise dispose of any or all of its effective interest in the ARA Units (orany securities convertible into or exchangeable for the ARA Units or which carry rights to purchase theARA Units or part thereof); enter into any transaction (including a derivative transaction) with a similareconomic effect to the foregoing; deposit any ARA Units (or any securities convertible into orexchangeable for any ARA Units or which carry rights to subscribe for or purchase any ARA Units orpart thereof) in any depository receipt facility; enter into a transaction which is designed or which mayreasonably be expected to result in any of the above or publicly announce any intention to do any ofthe above, during the First Lock-up Period, and the same restrictions will apply in respect of the ARAReal Estate Investors V Limited’s effective interest in 50.0% of the ARA Units during the SecondLock-up Period.

The restriction described in the preceding paragraph does not apply to:

• the creation of a charge over the ARA Units or otherwise grant of security over or creation of anyencumbrance over the ARA Units, provided that such charge, security or encumbrance can onlybe enforced in respect of not more than 50% of the ARA Units after the end of the First Lock-upPeriod, or (as the case may be) in respect of all of the ARA Units after the Second Lock-up Period;or

• the transfer of any ARA Units to any wholly-owned subsidiaries of ARA.

The Manager

Subject to the exceptions described below, the Manager has agreed with the Joint Global Coordinatorsand the Issue Managers that it will not (and will not cause or permit CLT to), for the First Lock-up Period,directly or indirectly, without the prior written consent of the Joint Global Coordinators and the IssueManagers (such consent not to be unreasonably withheld or delayed), offer, issue, sell, contract toissue or sell or otherwise dispose of any Units (or any securities convertible into or exchangeable forUnits or which carry rights to subscribe for or purchase Units or part thereof), or enter into a transaction(including a derivative transaction) with a similar economic effect to the foregoing, deposit any Units (orany securities convertible or exchangeable for Units or which carry rights to subscribe for or purchaseUnits or part thereof) in any depository receipt facility, enter into a transaction which is designed orwhich may reasonably be expected to result in any of the above, or publicly announce any intention todo any of the foregoing transactions.

The restrictions described in the preceding paragraph do not apply to issuance of Units to be offeredunder the Offering, the Consideration Units, the ARA Units, the Cornerstone Units and the issuance ofUnits to the Manager in payment of any fees payable to the Manager under the Trust Deed.

If, for any reason, the Offering is not completed within three months from the date of registration of thefinal prospectus, the lock-up arrangements described above will be terminated.

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SGX-ST LISTING

CLT has received a letter of eligibility from the SGX-ST for the listing and quotation of the Units on theMain Board of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of anystatements or opinions made or reports contained in this Prospectus. Admission to the Official List ofthe SGX-ST is not to be taken as an indication of the merits of the Offering, CLT, the Manager or theUnits. It is expected that the Units will commence trading on the SGX-ST on a “ready” basis on or about12 April 2010.

Prior to this Offering, there has been no trading market for the Units. There can be no assurance thatan active trading market will develop for the Units, or that the Units will trade in the public marketsubsequent to this Offering at or above the Offering Price.

ISSUE EXPENSES

The estimated amount of the expenses in relation to the Offering and the issuance of Cornerstone Unitsof S$30.8 million includes the Underwriting, Selling and Management Commission, professional andother fees and all other incidental expenses in relation to the Offering and the issuance of CornerstoneUnits, which will be borne by CLT. A breakdown of these estimated expenses is as follows:

(S$’000)

Professional and other fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,566

Underwriting, Selling and Management Commissions(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,692

Miscellaneous Offering expenses(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,543

Total estimated expenses of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,801

Notes:

(1) Includes debt upfront fees, solicitors’ fees and fees for the Independent Reporting Accountants, KPMG Tax Services Pte Ltdas the Independent tax adviser (the “Independent Tax Adviser”), both of the Independent Valuers and other professionals’fees and other expenses.

(2) Such commissions represent a maximum of 4.0% of the total proceeds of the Offering (inclusive of maximum of 0.5%discretionary incentive fee) and the proceeds raised from the issuance of Cornerstone Units. The discretionary incentive feeis payable at the Manager’s discretion.

(3) Includes cost of prospectus production, road show expenses and certain other expenses incurred or to be incurred inconnection with the Offering.

DISTRIBUTION AND SELLING RESTRICTIONS

None of the Manager, the Sponsor, the Joint Global Coordinators or the Issue Managers have takenany action, or will take any action, in any jurisdiction other than Singapore that would permit a publicoffering of Units, or the possession, circulation or distribution of this Prospectus or any other materialrelating to the Offering in any jurisdiction other than Singapore where action for that purpose isrequired.

Accordingly, each purchaser of the Units may not offer or sell, directly or indirectly, any Units and maynot distribute or publish this Prospectus or any other offering material or advertisements in connectionwith the Units in or from any country or jurisdiction except in compliance with any applicable rules andregulations of such country or jurisdiction.

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Each purchaser of the Units is deemed to have represented and agreed that it will comply with theselling restrictions set out below for each of the following jurisdictions:

United States

The Units have not been and will not be registered under the Securities Act and may not be offered orsold except in “offshore transactions” as defined in and in reliance on Regulation S or pursuant toanother exemption from, or in a transaction not subject to, the registration requirements under theSecurities Act.

Until 40 days after the commencement of the offering of the Units, an offer or sale of the Units withinthe United States by any dealer (whether or not participating in the Offering) may violate the registrationrequirements of the Securities Act.

Australia

This Prospectus has not been, and will not be, lodged with the Australian Securities and InvestmentsCommission as a disclosure document for the purposes of the Corporations Act 2001. This Prospectusdoes not purport to include the information required of a disclosure document under Chapter 6D of theCorporations Act 2001.

Any Units issued upon acceptance of the offer may not be offered for sale (or transferred, assigned orotherwise alienated) to investors in Australia for at least 12 months after their issue, except incircumstances where disclosure to investors is not required under Chapter 6D of the Corporations Act2001 or unless a disclosure document that complies with the Act is lodged with the Australian Securitiesand Investments Commission.

Each investor acknowledges the above and, by applying for Units under this Prospectus, gives anundertaking not to sell those Units (except in the circumstances referred to above) for 12 months aftertheir issue.

Bahrain

No offer of Units is being made to the public in the Kingdom of Bahrain. This Prospectus is intendedto be read by the addressee only and it may not be shown to, passed to or made available to the publicgenerally in the Kingdom of Bahrain.

European Economic Area

In relation to each member state of the European Economic Area (“EEA”) which has implemented theProspectus Directive (each, a “Relevant Member State”), offers of the Units which are the subject ofthe offering contemplated by the Prospectus may not be made to the public in that Relevant MemberState except that an offer to the public in that Relevant Member State of an offering of the Units maybe made at any time under the following exemptions under the Prospectus Directive, if they have beenimplemented in that Relevant Member State:

• to legal entities which are authorised or regulated to operate in the financial markets or, if not soauthorised or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of: (i) an average of at least 250 employees during thelast financial year; (ii) a total balance sheet of more than C43,000,000; and (iii) an annual netturnover of more than C50,000,000, as shown in its last annual or consolidated accounts;

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• by the underwriter to fewer than 100 natural or legal persons (other than qualified investors asdefined in the Prospective Directive); or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the Units shall require the publication of a prospectus pursuant to Article3 of the Prospectus Directive.

For the purposes of this provision, the expression “an offer of the Units to the public” in relation toany Units in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Units to be offered so as to enable an investorto decide to purchase or subscribe the Units, as the same may be varied in that Relevant Member Stateby any measure implementing the Prospectus Directive in that Relevant Member State, and theexpression “Prospectus Directive” means Directive 2003/71/EC and includes any relevantimplementing measure in each Relevant Member State.

Hong Kong

Each purchaser of Units agrees that:

• it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, anyUnits other than to “professional investors” as defined in the Securities and Futures Ordinance(Cap. 571) of Hong Kong and any rules made under that ordinance; and

• it has not issued or had in its possession for the purposes of issue, and will not issue or have inits possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,invitation or document relating to the Units, which is directed at, or the contents of which are likelyto be accessed or read by, the public of Hong Kong (except if permitted to do so under thesecurities laws of Hong Kong) other than with respect to Units which are or are intended to bedisposed of only to persons outside Hong Kong or only to “professional investors” as defined inthe Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under thatordinance.

Malaysia

No approval from the Securities Commission of Malaysia has been applied for or will be obtained forthe offer for subscription or purchase or invitation to subscribe for or purchase the Units under theCapital Markets and Services Act 2007. Neither has a Prospectus been or will be registered with theSecurities Commission of Malaysia in connection with the issue, offer for subscription or purchase orinvitation to subscribe for or purchase the Units in Malaysia. Accordingly, this Prospectus or anyamendment or supplement hereto or any other offering document in relation to the Units may not bedistributed in Malaysia directly or indirectly for the purpose of any offer of the Units and no person mayoffer for subscription or purchase any of the Units directly or indirectly to anyone in Malaysia.

Saudi Arabia

This Prospectus may not be distributed in Saudi Arabia except to such persons as are permitted underthe Investment Fund Regulations issued by the Capital Market Authority. It should not be distributed toany other person, or relied upon by any other person.

The offer of Units may not be offered other than as a Private Placement (for example, if the Units areoffered to no more than two hundred (200) offerees in the Saudi Arabia and the minimum amountpayable per offeree is not less than Saudi Riyals 1 million or an equivalent amount) under the SaudiArabian Investment Fund Regulations, as enacted by Resolution of the Board of the Capital Market

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Authority No. 1-219-2006 dated 3/12/1427 H / 24 December 2006 (the “IFR”), and through anauthorized person, as defined in the Glossary of Defined Terms used in the Regulations and Rules ofthe Capital Market Authority, as enacted by Resolution of the Board of the Capital Market Authority No.4-11-2004 dated 20/8/1425 H / 4 October 2004, as amended.

Any investor who has acquired Units pursuant to this Offering may not offer or sell those Units to anyperson unless such offer or sale is made in compliance with Article 4(g) of the IFR.

The Saudi Arabian Capital Market Authority does not make any representation as to the accuracy orcompleteness of this Prospectus, and expressly disclaims any liability whatsoever for any loss arisingfrom, or incurred in reliance upon, any part of this Prospectus. Prospective purchasers of the Unitshereby should conduct their own due diligence on the accuracy of the information relating to such Units.If you do not understand the contents of this Prospectus you should consult an authorized person, asdefined in the Glossary of Defined Terms used in the Regulations and Rules of the Capital MarketAuthority, as enacted by Resolution of the Board of the Capital Market Authority No. 4-11-2004 dated20/8/1425 H / 4 October 2004, as amended.

United Arab Emirates

The Units have not been, and are not being, publicly offered, sold, promoted or advertised in the UnitedArab Emirates (including the Dubai International Financial Centre) other than in compliance with thelaws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue,offering and sale of securities. Further, this Prospectus does not constitute a public offer of securitiesin the United Arab Emirates (including the Dubai International Financial Centre) and is not intended tobe a public offer. This Prospectus has not been approved by or filed with the Central Bank of the UnitedArab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

United Kingdom

In addition to restrictions applicable to the EEA, no Units may be offered or sold to the public in theUnited Kingdom nor may any request be made for the admission of the Units to trading on a regulatedmarket situated or operating in the United Kingdom prior to a Prospectus (as defined in the ProspectusDirective) having been approved by the UK Listing Authority and made available in accordance with theFinancial Services and Markets Act 2000 (the “FSMA”) and the Financial Services Authority rulesintroduced to implement the Prospectus Directive in the United Kingdom.

All applicable provisions of the FSMA must be complied with, with respect to anything done in relationto the Units and a Prospectus in, from or otherwise involving the United Kingdom.

Invitations or inducements to engage in investment activity (within the meaning of Section 21 of theFSMA) in connection with the issue or sale of the Units may only be communicated or caused to becommunicated in circumstances in which Section 21(1) of the FSMA does not apply.

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CLEARANCE AND SETTLEMENT

INTRODUCTION

A letter of eligibility has been obtained from the SGX-ST for the listing and quotation of the Units. Forthe purpose of trading on the SGX-ST, a board lot for the Units will comprise 1,000 Units.

Upon listing and quotation on the SGX-ST, the Units will be traded under the electronic book-entryclearance and settlement system of CDP. All dealings in and transactions of the Units through theSGX-ST will be effected in accordance with the terms and conditions for the operation of SecuritiesAccounts, as amended from time to time.

CDP, a wholly-owned subsidiary of Singapore Exchange Limited, is incorporated under the laws ofSingapore and acts as a depository and clearing organisation. CDP holds securities for its account-holders and facilitates the clearance and settlement of securities transactions between account-holdersthrough electronic book-entry changes in the Securities Accounts maintained by such accountholderswith CDP.

It is expected that the Units will be credited into the Securities Accounts of applicants for the Units withinfour Market Days after the closing date for applications for the Units.

CLEARANCE AND SETTLEMENT UNDER THE DEPOSITORY SYSTEM

The Units will be registered in the name of CDP or its nominee and held by CDP for and on behalf ofpersons who maintain, either directly or through depository agents, Securities Accounts with CDP.Persons named as direct Securities Account holders and depository agents in the depository registermaintained by CDP will be treated as Unitholders in respect of the number of Units credited to theirrespective Securities Accounts.

Transactions in the Units under the book-entry settlement system will be reflected by the seller’sSecurities Account being debited with the number of Units sold and the buyer’s Securities Accountbeing credited with the number of Units acquired and no transfer stamp duty is currently payable for thetransfer of Units that are settled on a book-entry basis.

Units credited to a Securities Account may be traded on the SGX-ST on the basis of a price betweena willing buyer and a willing seller. Units credited into a Securities Account may be transferred to anyother Securities Account with CDP, subject to the terms and conditions for the operation of SecuritiesAccounts and a S$10.00 transfer fee payable to CDP. All persons trading in the Units through theSGX-ST should ensure that the relevant Units have been credited into their Securities Account, priorto trading in such Units, since no assurance can be given that the Units can be credited into theSecurities Account in time for settlement following a dealing. If the Units have not been credited into theSecurities Account by the due date for the settlement of the trade, the buy-in procedures of the SGX-STwill be implemented.

CLEARING FEE

A clearing fee for the trading of Units on the SGX-ST is payable at the rate of 0.04% of the transactionvalue, subject to a maximum of S$600.00 per transaction. The clearing fee, deposit fee and unitwithdrawal fee may be subject to the prevailing GST.

Dealings in the Units will be carried out in Singapore dollars and will be effected for settlement in CDPon a scripless basis. Settlement of trades on a normal “ready” basis on the SGX-ST generally takesplace on the third Market Day following the transaction date. CDP holds securities on behalf of investorsin Securities Accounts. An investor may open a direct account with CDP or a sub-account with any CDPdepository agent. A CDP depository agent may be a member company of the SGX-ST, bank, merchantbank or trust company.

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EXPERTS

KPMG LLP, the Independent Reporting Accountants, were responsible for preparing the IndependentAccountants’ Report on the Profit Forecast and Profit Projection and the Independent Accountants’Report on the Unaudited Pro Forma Balance Sheet as at the Listing Date found in Appendix A andAppendix B of this Prospectus respectively.

KPMG Tax Services Pte Ltd, the Independent Tax Adviser, was responsible for preparing theIndependent Taxation Report found in Appendix D of this Prospectus.

CBRE and Knight Frank, the Independent Valuers, were responsible for preparing the IndependentProperty Valuation Summary Reports found in Appendix E of this Prospectus.

DTZ Debenham Tie Leung (SEA) Pte Ltd, the Independent Market Research Consultant, wasresponsible for preparing the Independent Logistics Property Market Research Report found inAppendix F of this Prospectus.

The Independent Reporting Accountants, the Independent Tax Adviser, the Independent Valuers andthe Independent Market Research Consultant have each given and have not withdrawn their writtenconsents to the issue of this Prospectus with the inclusion herein of their names and their respectivewrite-ups and reports and all references thereto in the form and context in which they respectivelyappear in this Prospectus, and to act in such capacity in relation to this Prospectus.

None of Allen & Gledhill LLP, Allen & Overy LLP or Shook Lin & Bok LLP, makes, or purports to make,any statement in this Prospectus and none of them is aware of any statement in this Prospectus whichpurports to be based on a statement made by it and it makes no representation, express or implied,regarding, and takes no responsibility for, any statement in or omission from this Prospectus.

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GENERAL INFORMATION

(1) The Profit Forecast and Profit Projection contained in “Profit Forecast and Profit Projection” havebeen stated by the directors of the Manager after due and careful enquiry.

MATERIAL BACKGROUND INFORMATION

(2) There are no legal or arbitration proceedings pending or, so far as the Directors are aware,threatened against the Manager the outcome of which, in the opinion of the Directors, may haveor have had during the 12 months prior to the date of this Prospectus, a material adverse effecton the financial position of the Manager.

(3) There are no legal or arbitration proceedings pending or, so far as the Directors are aware,threatened against CLT the outcome of which, in the opinion of the Directors, may have or havehad during the 12 months prior to the date of this Prospectus, a material adverse effect on thefinancial position (on a pro forma basis) of CLT.

(4) The name, age and address of each of the Directors are set out in “The Manager and CorporateGovernance — Directors of the Manager”. A list of the present and past directorships of eachDirector and executive officer of the Manager over the last five years preceding the LatestPracticable Date is set out in Appendix H, “List of Present and Past Principal Directorships ofDirectors and Executive Officers”.

(5) There is no family relationship among the Directors and executive officers of the Manager.

(6) Save as disclosed below, none of the Directors or executive officers of the Manager is or wasinvolved in any of the following events:

(i) at any time during the last 10 years, an application or a petition under any bankruptcy lawsof any jurisdiction filed against him or against a partnership of which he was a partner at thetime when he was a partner or at any time within two years from the date he ceased to bea partner;

(ii) at any time during the last 10 years, an application or a petition under any law of anyjurisdiction filed against an entity (not being a partnership) of which he was a director or anequivalent person or a key executive, at the time when he was a director or an equivalentperson or a key executive of that entity or at any time within two years from the date heceased to be a director or an equivalent person or a key executive of that entity, for thewinding up or dissolution of that entity or, where that entity is the trustee of a business trust,that business trust, on the ground of insolvency;

(iii) any unsatisfied judgment against him;

(iv) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty whichis punishable with imprisonment, or has been the subject of any criminal proceedings(including any pending criminal proceedings of which he is aware) for such purpose;

(v) a conviction of any offence, in Singapore or elsewhere, involving a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, or has been the subject of any criminal proceedings (including any pendingcriminal proceedings of which he is aware) for such breach;

(vi) at any time during the last 10 years, judgment been entered against him in any civilproceedings in Singapore or elsewhere involving a breach of any law or regulatoryrequirement that relates to the securities or futures industry in Singapore or elsewhere, or a

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finding of fraud, misrepresentation or dishonesty on his part, or any civil proceedings(including any pending civil proceedings of which he is aware) involving an allegation offraud, misrepresentation or dishonesty on his part;

(vii) a conviction in Singapore or elsewhere of any offence in connection with the formation ormanagement of any entity or business trust;

(viii) disqualification from acting as a director or an equivalent person of any entity (including thetrustee of a business trust), or from taking part directly or indirectly in the management of anyentity or business trust;

(ix) any order, judgment or ruling of any court, tribunal or governmental body permanently ortemporarily enjoining him from engaging in any type of business practice or activity;

(x) to his knowledge, been concerned with the management or conduct, in Singapore orelsewhere, of the affairs of:

(a) any corporation which has been investigated for a breach of any law or regulatoryrequirement governing corporations in Singapore or elsewhere;

(b) any entity (not being a corporation) which has been investigated for a breach of any lawor regulatory requirement governing such entities in Singapore or elsewhere;

(c) any business trust which has been investigated for a breach of any law or regulatoryrequirement governing business trusts in Singapore or elsewhere; or

(d) any entity or business trust which has been investigated for a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, in connection with any matter occurring or arising during the period whenhe was so concerned with the entity or business trust; or

(xi) the subject of any current or past investigation or disciplinary proceedings, or has beenreprimanded or issued any warning, by the Authority or any other regulatory authority,exchange, professional body or government agency, whether in Singapore or elsewhere.

In relation to paragraph 6(x) above, Mr Lim Ah Doo was a non-executive independentcommissioner of PT Indosat Tbk from December 2002 to August 2008 and chairman of its auditcommittee from June 2004 to June 2008. In November 2007, PT Indosat Tbk along with nine otherIndonesian telecommunications companies were investigated by Indonesia’s anti competitionauthority, KPPU, on allegations of price-fixing of SMS and breach of Anti-monopoly Laws ofIndonesia. No violation of the Anti-monopoly Laws or price-fixing of SMS was found against PTIndosat Tbk.

In relation to paragraph 6(x) above, Mr Lim Ah Doo was the president of RGM International Pte.Ltd. (which is now known as RGE Pte. Ltd.) from October 2003 to June 2007 and thenon-executive vice chairman of RGM International Pte. Ltd. from June 2007 to November 2008.He was also the acting president of AAA Oils & Fats Pte. Ltd. from June 2007 to November 2007and the non-executive deputy chairman of AAA Oils & Fats Pte. Ltd. from November 2007 toNovember 2008. RGE Pte. Ltd. provides strategy services and support to a global group ofindependent companies (the “RGE Group”) operating in the resources development sector. AsianAgri is a member of the RGE Group and AAA Oils & Fats Pte. Ltd. is a member of Asian Agri. Eachbusiness group of the RGE Group operates independently with its own holding company anddirectors responsible for the operations of that group. Certain Indonesian companies of Asian Agrioperating in Indonesia were investigated by the tax authorities of Indonesia in November 2006 foralleged non-payment of certain taxes. These companies obtained rulings by both the DistrictCourt and Supreme Court of Indonesia that the seizure of documents by the tax authorities were

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not legally binding and unenforceable. The tax authorities of Indonesia had not confirmed anyfindings of breach of law at the time when Mr Lim left the RGE Group in November 2008. Mr Limwas not a member of the board nor was he concerned with the management of the companiesunder investigation.

MISCELLANEOUS

(7) The financial year-end of CLT is 31 December. The annual audited financial statements of CLT willbe prepared and sent to Unitholders within four months of the financial year-end and at least 14days before the annual general meeting of the Unitholders.

(8) A full valuation of each of the real estate assets held by CLT will be carried out at least once a yearin accordance with the Property Funds Appendix. Generally, where the Manager proposes toissue new Units (except in the case where new Units are being issued in payment of theManager’s management fees) or to redeem existing Units, a valuation of the real properties heldby CLT must be carried out in accordance with the Property Funds Appendix. The Manager or theTrustee may at any other time arrange for the valuation of any of the real properties held by CLTif it is of the opinion that it is in the best interest of Unitholders to do so.

(9) While CLT is listed on the SGX-ST, investors may check the SGX-ST website http://www.sgx.comfor the prices at which Units are being traded on the SGX-ST. Investors may also check one ormore major Singapore newspapers such as The Straits Times, The Business Times and LianheZaobao, for the price range within which Units were traded on the SGX-ST on the preceding day.

(10) The Manager does not intend to receive soft dollars (as defined in the CIS Code) in respect ofCLT. Save as disclosed in this Prospectus, unless otherwise permitted under the Listing Manual,neither the Manager nor any of its Associates will be entitled to receive any part of any brokeragecharged to CLT, or any part of any fees, allowances or benefits received on purchases chargedto CLT.

MATERIAL CONTRACTS

(11) The dates of, parties to, and general nature of every material contract which the Trustee hasentered into within the two years preceding the date of this Prospectus (not being contractsentered into in the ordinary course of the business of CLT) are as follows:

(i) the Trust Deed;

(ii) the CWT ROFR;

(iii) the C&P ROFR;

(iv) the Sale and Purchase Agreements;

(v) the Property Management Agreement;

(vi) the Master Lease Agreements; and

(vii) the Corporate Guarantees.

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DOCUMENTS FOR INSPECTION

(12) Copies of the following documents are available for inspection at the registered office of theManager at 6 Temasek Boulevard, #16-02 Suntec Tower Four, Singapore 038986, for a period ofsix months from the date of this Prospectus:

(i) the material contracts referred to in paragraph 11 above, save for the Trust Deed (which willbe available for inspection for so long as CLT is in existence);

(ii) the Independent Accountants’ Report on the Profit Forecast and Profit Projection as set outin Appendix A of this Prospectus;

(iii) the Independent Accountants’ Report on the Unaudited Pro Forma Balance Sheet as at theListing Date as set out in Appendix B of this Prospectus;

(iv) the Unaudited Pro Forma Balance Sheet as at the Listing Date as set out in Appendix C ofthis Prospectus;

(v) the Independent Taxation Report as set out in Appendix D of this Prospectus;

(vi) the Independent Property Valuation Summary Reports as set out in Appendix E of thisProspectus as well as the full valuation reports for each of the Properties;

(vii) the Independent Logistics Property Market Research Report set out in Appendix F of thisProspectus;

(viii) the written consents of the Independent Reporting Accountants, both the IndependentValuers, the Independent Market Research Consultant and the Independent Tax Adviser(see “Experts”);

(ix) the undertaking of the Manager to the MAS covenanting, among others, not to deal in theUnits during certain stipulated periods (see “The Manager and Corporate Governances —Dealings in Units”);

(x) the ARA Subscription Agreement (as defined herein);

(xi) the Cornerstone Subscription Agreements (as defined herein); and

(xii) the Depository Services Agreement.

CONSENTS OF THE JOINT GLOBAL COORDINATORS AND THE ISSUE MANAGERS

(13) Macquarie Capital Securities (Singapore) Pte. Limited, Standard Chartered Securities(Singapore) Pte. Limited and DBS have each given and not withdrawn its written consent to beingnamed in this Prospectus as a Joint Global Coordinator, Bookrunner and Underwriter to theOffering.

(14) Macquarie Capital (Singapore) Pte. Limited, Standard Chartered Securities (Singapore) Pte.Limited and DBS have each given and not withdrawn its written consent to being named in thisProspectus as an Issue Manager to the Offering.

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WAIVERS FROM THE SGX-ST

(15) The Manager has obtained from the SGX-ST waivers from compliance with the following listingrules under the Listing Manual:

(i) Rule 404(3), which relates to restrictions on investments subject to compliance with the CISCode;

(ii) Rule 404(5), which requires the management company to be reputable and have anestablished track record in managing investments;

(iii) Rule 407(4), which requires the submission of the financial track record of the investmentmanager and investment adviser and persons employed by them;

(iv) Rule 409(3), which requires the annual accounts of CLT for each of the last five financialyears to be submitted to the SGX-ST together with the application to the SGX-ST for thelisting of CLT;

(v) Rule 609(b), which requires the disclosure in this Prospectus of the pro forma profit and lossstatement of CLT for the latest three financial years and for the most recent interim periodas if CLT had been in existence at the beginning of the period reported on, as well as the proforma balance sheet as at the date to which the most recent pro forma profit and lossstatement has been made up; and

(vi) Rule 705(2)(b), which requires the announcement of quarterly financial statements not laterthan 45 days after the quarter ended 31 March 2010.

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GLOSSARY

% : Per centum or percentage

3PLs : Third party logistics service providers

Aggregate Leverage : The total borrowings and deferred payments for assets of CLT

ALPS : Airport Logistics Park of Singapore

Application Forms : The printed application forms to be used for the purpose of theOffering and which form part of this Prospectus

Application List : The list of applicants subscribing for Units which are the subjectof the Public Offer

ARA : ARA Asset Management Limited

ARA SubscriptionAgreement

: The subscription agreement entered into between the Managerand ARA Real Estate Investors V Limited, an indirect wholly-owned subsidiary of ARA, dated 18 March 2010 to subscribe forthe ARA Units

ARA Units : 11,905,000 Units subscribed by ARA Real Estate Investors VLimited, an indirect wholly-owned subsidiary of ARA

Asia-Pacific : For the purposes of CLT’s investment mandate, refers toSingapore, Malaysia, Indonesia, Philippines, Thailand, Vietnam,China, India, Hong Kong, Macau, Taiwan, Japan, Korea,Australia and New Zealand

Associate : Has the meaning ascribed to it in the Listing Manual

Authority or MAS : Monetary Authority of Singapore

ATM : Automated teller machine

Base Fee : 0.5% per annum of the value of the Consolidated Assets payableto the Manager

Board : The board of directors of the Manager

Business Day : Any day (other than a Saturday, Sunday or gazetted publicholiday) on which commercial banks are open for business inSingapore and the SGX-ST is open for trading

C&P : C&P Holdings Pte Ltd

C&P Changi Districentre 2JTC Lease

: The registered Lease No. IA/331161L comprised in Certificate ofTitle (SUB) Volume 639 Folio 123 and varied by a Variation ofLease No. 1B/517901W issued by JTC for a term of 30 yearscommencing from 16 February 1996 in relation to C&P ChangiDistricentre 2

C&P Changi DistricentreAnchor Tenant

: The anchor tenant of C&P Changi Districentre, being NipponExpress (Singapore) Pte Ltd

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C&P Changi DistricentreFirst Offer

: In relation to the C&P Changi Districentre JTC Lease, means theoffer to surrender the Property and the remaining lease term toJTC

C&P Changi DistricentreJTC Lease

: The registered Lease No. IB/239950F comprised in Certificate ofTitle (SUB) Volume 663 Fol 101 issued by JTC for a term of 30years commencing from 16 August 2005 in relation to C&PChangi Districentre

C&P Changi DistricentreMinimum OccupationRequirement

: The requirement that C&P Distribution Pte. Ltd. shall ensure thatthe C&P Changi Districentre Anchor Tenant occupies at least50% of the total build-up area of the Property for the period of fiveyears from the date of issuance of the TOP

C&P Changi DistricentreSecond Offer

: In relation to the C&P Changi Districentre JTC Lease, means theoffer to sell the Property and the remaining lease term to the C&PChangi Districentre Anchor Tenant

C&P Proposed Acquisition : In relation to the C&P ROFR, means any proposed offer of saleby a third party to a C&P Relevant Entity of any C&P RelevantAsset

C&P Proposed Disposal : In relation to the C&P ROFR, means any proposed offer by aC&P Relevant Entity to dispose of any interest in any C&PRelevant Asset which is wholly-owned by the C&P RelevantEntity

C&P Relevant Asset : In relation to the C&P ROFR, means an income-producing realestate located in Singapore, Malaysia, Indonesia, Philippines,Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,Japan, Korea, Australia and New Zealand, which is usedprimarily for logistics purposes. Where such real estate is held bya C&P Relevant Entity through a SPV established solely to ownsuch real estate, the term “C&P Relevant Asset” shall refer to theshares or equity interests, as the case may be, in that SPV

C&P Relevant Entity : In relation to the C&P ROFR, means C&P or any of itssubsidiaries (as defined in the Companies Act), and where suchsubsidiaries are not wholly-owned by C&P, whether directly orindirectly, and whose other shareholder(s) is/are third party(ies)(i.e. parties which are not subject to the C&P ROFR), suchsubsidiaries will be subject to the C&P ROFR only upon obtainingthe consent of such third parties, and in this respect, C&P shalluse best endeavours to obtain such consent

C&P ROFR : The right of first refusal granted by C&P to the Trustee on18 March 2010

C&P UltimateShareholders

: Loi Pok Yen, Loi Kai Meng, Lim Lay Khia (also known as Lim LayChoo), Loi Win Yen, Liao Chung Lik, Stanley K K Liao, ChuangYong Hoon, Liao Chung Chi, Liao Chung Hui and Loi Yan Yi

C&P Units : 11,905,000 Consideration Units that C&P will hold as at theListing Date

CAGR : Compound annual growth rate

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CBRE : CB Richard Ellis (Pte) Ltd

CDP : The Central Depository (Pte) Limited

CIS Code : The Code on Collective Investment Schemes issued by the MAS

CLT : Cache Logistics Trust, a REIT established in Singapore andconstituted by the Trust Deed

CMS Licence : Capital markets services licence

Companies Act : Companies Act, Chapter 50 of Singapore

Consideration Units : The 89,286,000 Units to be issued to the Sponsor and C&P aspart consideration for the acquisition of CWT Cold Hub and C&PChangi Districentre 2 respectively

Consolidated Assets : Means the consolidated assets of CLT and its subsidiaries,SPVs, associates and joint ventures as defined under generallyaccepted accounting principles in Singapore. For the purposes ofcalculating the Base Fee, consolidated assets of associates andthe Consolidated Investments shall include all the assets of theassociate and the Consolidated Investment, pro-rated, to theproportion of CLT’s effective interest in the relevant associate orConsolidated Investment. The determination of whether aninvestment is considered to be a subsidiary or associate of CLTshall be determined by the Manager in consultation with theauditors taking into account the generally accepted accountingprinciples in Singapore

Consolidated Investment : Means the authorised investments of CLT in listed or unlistedshare or stock of property companies

Cornerstone Investors : JF Asset Management Limited and Morgan Stanley InvestmentManagement Company

Cornerstone SubscriptionAgreements

: The subscription agreements entered into between the Managerand the Cornerstone Investors to subscribe for the CornerstoneUnits

Cornerstone Units : The 56,901,000 Units to be issued to the Cornerstone Investors

Corporate Guarantees : The corporate guarantees provided by C&P to the Trustee inconnection with the lease obligations of C&P Land Pte. Ltd. andC&P Distribution Pte. Ltd. during the term of the Master Leases inrespect of Schenker Megahub, C&P Changi Districentre andHi-Speed Logistics Centre

CPF : Central Provident Fund

CSC : Certificate of Statutory Completion

CWT : CWT Limited

CWT Cold Hub JTC Lease : The registered Lease No. IB/285496E comprised in Certificate ofTitle (SUB) Volume 665 Folio 186 issued by JTC for a term of 30years commencing from 20 December 2005 in relation to CWTCold Hub

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CWT Commodity HubBuilding Agreement

: The building agreement dated 21 November 2006 whereby JTCagreed to grant to CWT a lease for a term of 29 yearscommencing from 19 August 2006 in relation to CWT CommodityHub

CWT Commodity HubIndividual LeaseAgreements

: The three separate lease agreements which will be entered intoby CWT (as tenant) in respect of specific premises in CWTCommodity Hub, in the event that the Master Lease Agreementfor CWT Commodity Hub is not renewed at the expiry of its initialfive-year term. The terms of the three separate leaseagreements, which will commence at the expiration of the initialMaster Lease term, will range from one to five years

CWT Commodity HubProhibition Period

: In relation to the CWT Commodity Hub Building Agreement,means the period wherein the lessee is not allowed to demise,assign, charge, create a trust or agency, mortgage, let, sublet,underlet, grant a licence or part with or share the possession oroccupation of the Property

CWT ProposedAcquisition

: In relation to the CWT ROFR, means any proposed offer of saleby a third party to a CWT Relevant Entity of any CWT RelevantAsset

CWT Proposed Disposal : In relation to the CWT ROFR, means any proposed offer by aCWT Relevant Entity to dispose of any interest in any CWTRelevant Asset which is wholly-owned by the CWT RelevantEntity

CWT Relevant Asset : In relation to the CWT ROFR, means an income-producing realestate located in Singapore, Malaysia, Indonesia, Philippines,Thailand, Vietnam, China, India, Hong Kong, Macau, Taiwan,Japan, Korea, Australia and New Zealand, which is usedprimarily for logistics purposes. Where such real estate is held bya CWT Relevant Entity through a SPV established solely to ownsuch real estate, the term “CWT Relevant Asset” shall refer to theshares or equity interests, as the case may be, in that SPV

CWT Relevant Entity : In relation to the CWT ROFR, means CWT or any of itssubsidiaries (as defined in the Companies Act) and where suchsubsidiaries are not wholly-owned by CWT, whether directly orindirectly, and whose other shareholder(s) is/are third party(ies)(i.e. parties which are not subject to the CWT ROFR), suchsubsidiaries will be subject to the CWT ROFR only uponobtaining the consent of such third parties, and in this respect,CWT shall use best endeavours to obtain such consent

CWT ROFR : The right of first refusal granted by CWT to the Trustee on 18March 2010

DBS : A Singapore incorporated company, that is regulated by the MAS,whose primary business is the provision of financial services

Deposited Property : All the assets of CLT, including the Properties and all theauthorised investments of CLT for the time being held or deemedto be held upon the trusts under the Trust Deed

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Depository ServicesAgreement

: The depository services agreement dated 18 March 2010entered into between CDP, the Manager and the Trustee relatingto the deposit of the Units in CDP

DPU : Distribution per Unit

ECP : East Coast Parkway

end-users : Entities that directly utilise the space at the Properties, whichincludes customers of the Master Lessees contracted by theMaster Lessees through Service Agreements and end-customersof the Master Lessees’ 3PL customers and the anchor tenants ofthe Properties

Exempted Agreements : The Trust Deed, the Property Management Agreement, the LocalProperty Management Agreements and the Master LeaseAgreements

Extraordinary Resolution : A resolution proposed and passed as such by a majorityconsisting of 75.0% or more of the total number of votes cast forand against such resolution at a meeting of Unitholders dulyconvened and held in accordance with the provisions of the TrustDeed

Facilities : The four-year secured transferable loan facilities of up to S$225.3million comprising a TLF of up to S$200.3 million and a S$25.0million RCF

First Lock-up Period : The period commencing from the date of issuance of the Unitsuntil the date falling 180 days after the Listing Date (both datesinclusive)

Forecast and Projection : The forecast and projected results for the Forecast Year 2010and the Projection Year 2011

Forecast Year 2010 : 1 January 2010 to 31 December 2010

FTZ : Free trade zone

GFA : Gross floor area

Gross Revenue : Comprises income from the rental of the Properties

GST : Goods and Services Tax

Hi-Speed Logistics CentreAnchor Tenant

: The anchor tenant of Hi-Speed Logistics Centre, being NipponExpress (Singapore) Pte Ltd

Hi-Speed Logistics CentreBuilding Agreement

: The building agreement dated 8 November 2005 whereby JTCagreed to grant to C & P Distribution Pte. Ltd. a lease for a termof 30 years commencing from 16 August 2005 in relation toHi-Speed Logistics Centre

Hi-Speed Logistics CentreFirst Offer

: In relation to the Hi-Speed Logistics Centre Building Agreement,means the offer to surrender the Property and the remaininglease term to JTC

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Hi-Speed Logistics CentreProhibition Period

: In relation to the Hi-Speed Logistics Centre Building Agreement,means the period wherein the lessee is not allowed to assign,charge, create a trust or agency, mortgage, let, sublet, underlet,grant a licence or part with or share the possession or occupationof the Property in whole or in part

Hi-Speed Logistics CentreSecond Offer

: In relation to the Hi-Speed Logistics Centre Building Agreement,means the offer to sell the Property and the remaining lease termto the Hi-Speed Logistics Centre Anchor Tenant

Independent MarketResearch Consultant

: DTZ Debenham Tie Leung (SEA) Pte Ltd

Independent ReportingAccountants

: KPMG LLP

Independent Tax Adviser : KPMG Tax Services Pte Ltd

Independent Valuers : CBRE and Knight Frank

Initial Portfolio : The initial portfolio of Properties held by CLT

Interested Person : Has the meaning ascribed to it in the Listing Manual

Interested PersonTransaction

: Has the meaning ascribed to it in the Listing Manual

Internal Audit Firm : The external firm to be engaged by the Board to conduct theinternal audit review

Investible Savings : The balance in a CPF Ordinary Account plus the net amounts (ifany) withdrawn for education and investment

IRAS : Inland Revenue Authority of Singapore

Issue Managers : Macquarie Capital (Singapore) Pte. Limited, Standard CharteredSecurities (Singapore) Pte. Limited and DBS

Joint Global Coordinators,Bookrunners andUnderwriters or JointGlobal Coordinators

: Macquarie Capital Securities (Singapore) Pte. Limited, StandardChartered Securities (Singapore) Pte. Limited and DBS

JTC : JTC Corporation

Knight Frank : Knight Frank Pte Ltd

KN : Kilonewton

Land Acquisition Act : The Land Acquisition Act, Chapter 152 of Singapore

Latest Practicable Date : 15 March 2010, being the latest practicable date prior to thelodgment of this Prospectus with the MAS

Listing Date : The date of admission of CLT to the Official List of the SGX-ST

Listing Manual : The Listing Manual of the SGX-ST

LME : London Metal Exchange

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Local PropertyManagement Agreements

: The property management agreements which will be entered intopursuant to the Property Management Agreement in relation tothe provision of property management services to properties ofCLT located in Singapore

Lock-up Periods : The First Lock-up Period and the Second Lock-up Period

Lock-up Units : The Sponsor Units, the C&P Units and the ARA Units

Manager : ARA-CWT Trust Management (Cache) Limited, as manager ofCLT

Market Day : A day on which the SGX-ST is open for trading in securities

Market Price : Has the meaning set out in the Trust Deed (see “The Formationand Structure of Cache Logistics Trust — Issue of Units”)

Master Lease Agreements : The master lease agreements entered into between the Trusteeand the Master Lessees in connection with the Master Leases

Master Leases : The master leases entered into in relation to the Properties

Master Lessees : CWT (in relation to CWT Commodity Hub and CWT Cold Hub),C&P Land Pte. Ltd. (in relation to Schenker Megahub), C&PDistribution Pte. Ltd. (in relation to C&P Changi Districentre andHi-Speed Logistics Centre) and C&P (in relation to C&P ChangiDistricentre 2)

M&E : Mechanical and electrical

MRT : Mass Rapid Transit

NAV : Net asset value

Net Property Income : In relation to a real estate, for any financial year or part thereofrefers to the consolidated net property income of CLT,subsidiaries and SPVs and joint ventures as defined undergenerally accepted accounting principles in Singapore. For thepurposes of calculating the Performance Fee, Net PropertyIncome shall include the property income less property expensesof CLT’s associates and authorised investments in unlisted orlisted share or stock in property companies, pro-rated, to theproportion of CLT’s effective interest in the relevant associate orConsolidated Investment. The determination of whether anInvestment is considered to be a subsidiary or associate of CLTshall be determined by the Manager in consultation with theauditors taking into account the generally accepted accountingprinciples in Singapore

NLA : Net lettable area

Occupied GFA : The total GFA of the Initial Portfolio which is occupied by andcontracted to end-users

Offering : The offering of 474,108,000 Units by the Manager forsubscription at the Offering Price under the Placement Trancheand the Public Offer

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Offering Price : The subscription price of S$0.88 per Unit under the Offering

Ordinary Resolution : A resolution proposed and passed as such by a majority being50.0% of the total number of votes cast for and against suchresolution at a meeting of Unitholders duly convened and held inaccordance with the provisions of the Trust Deed

Participating Banks : DBS (including POSB), Oversea-Chinese Banking CorporationLimited (OCBC) and United Overseas Bank Limited and itssubsidiary, Far Eastern Bank Limited (UOB Group)

Performance Fee : 1.5% per annum of the Net Property Income in the relevantfinancial year (calculated before accounting for this additional feein that financial year)

Placement Tranche : The international placement of 433,108,000 Units to investors,including institutional and other investors in Singapore other thanthe Cornerstone Investors, pursuant to the Offering

Project Management FeeSchedule

: The fees payable to the Property Manager for projectmanagement

Projection Year 2011 : 1 January 2011 to 31 December 2011

Properties : The properties comprising CWT Commodity Hub, CWT ColdHub, Schenker Megahub, C&P Changi Districentre, Hi-SpeedLogistics Centre and C&P Changi Districentre 2, and “Property”means any one of them

Property Funds Appendix : Appendix 2 of the CIS Code issued by the MAS in relation toREITs

Property Manager : Cache Property Management Pte. Ltd., as property manager ofCLT

Property ManagementAgreement

: The master property management agreement dated 18 March2010 entered into between the Manager, the Trustee and theProperty Manager

Public Offer : The offering of 41,000,000 Units to the public in Singapore

Qualifying ForeignNon-individual Unitholders

: A Unitholder who is a non-resident of Singapore for income taxpurposes and who does not have a permanent establishment inSingapore or who carries on any operation in Singapore througha permanent establishment in Singapore, where the funds usedto acquire the Units are not obtained from that operation inSingapore

Qualifying Unitholders : Unitholders who are tax resident Singapore incorporatedcompanies, bodies of persons registered or constituted inSingapore (for example, town councils, statutory boards,registered charities, registered cooperative societies, registeredtrade unions, management corporations, clubs and trade andindustry associations) and Singapore branches of foreigncompanies which have presented a letter of approval from theIRAS granting a waiver from tax deduction at source in respect ofdistributions from CLT

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RCF : The S$25.0 million revolving credit facility

Recognised StockExchange

: Any stock exchange of repute in any part of the world

REIT : A real estate investment trust

Regulation S : Regulation S under the Securities Act

Related Party : Refers to an interested person and/or, as the case may be, aninterested party

Relevant C&PShareholders

: Certain of the C&P Ultimate Shareholders and their associates,namely, Loi Pok Yen, Loi Kai Meng, Lim Lay Khia (also known asLim Lay Choo), Loi Win Yen, Loi Yan Yi, Liao Chung Lik, StanleyKK Liao, Sylvia Tong Siow Oon and Mega-Air Pte Ltd

Relevant C&P ShareholderLock-up Units

: The Units which each Relevant C&P Shareholders legally ownsor has a direct interest in as at the Listing Date

Renewed Master LeaseAgreements

: The master lease agreement entered into upon the exercise ofthe option to renew the Master Lease Agreement

Renewed PropertyManagement Agreement

: The property management agreement entered into upon theexercise of the option to renew the Property ManagementAgreement

Reserved Units : 14,000,000 Units reserved for subscription by the directors,management, employees and business associates of theSponsor, ARA and their subsidiaries

Retained Taxable Income : Taxable Income derived in a financial period/year that is notdistributed in that financial period/year

S$ or Singapore dollarsand cents

: Singapore dollars and cents, the lawful currency of the Republicof Singapore

Sale and PurchaseAgreements

: The sale and purchase agreements all dated 11 February 2010entered into between the Trustee and the Vendors in connectionwith the acquisition of the Properties, each as supplemented bythe supplemental letters all dated 30 March 2010

Schenker MegahubAnchor Tenant

: The anchor tenant of Schenker Megahub, being SchenkerSingapore (Pte) Ltd

Schenker MegahubBuilding Agreement

: The building agreement dated 8 November 2005 whereby JTCagreed to grant to C&P Land Pte. Ltd. a lease for a term of 30years commencing from 1 June 2005 in relation to SchenkerMegahub

Schenker Megahub FirstOffer

: In relation to the Schenker Megahub Building Agreement, meansthe offer to surrender the Property and the remaining lease termto JTC

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Schenker MegahubProhibition Period

: In relation to the Schenker Megahub Building Agreement, meansthe period wherein the lessee is not allowed to assign, charge,create a trust or agency, mortgage, let, sublet, underlet, grant alicence or part with or share the possession or occupation of theProperty in whole or in part

Schenker MegahubSecond Offer

: In relation to the Schenker Megahub Building Agreement, meansthe offer to sell the Property and the remaining lease term to theSchenker Megahub Anchor Tenant

Second Lock-Up Period : The period commencing from the day immediately following theFirst Lock-up Period until the date falling 360 days after theListing Date

Securities Account : Securities account or sub-account maintained by a Depositor (asdefined in Section 130A of the Companies Act) with CDP

Securities Act : U.S. Securities Act of 1933, as amended

Securities and Futures Actor SFA

: Securities and Futures Act, Chapter 289 of Singapore

Securities and Futures(Amendment) Act

: The amendments to the Securities and Futures Act which waspassed by the Singapore Parliament on 19 January 2009

Service Agreements : The service agreements entered into or to be entered intobetween the Master Lessees and the relevant Service End-Usersfor the provision of certain services and premises in the Property

Service End-Users : Customers of the Master Lessees contracted through ServiceAgreements and end-customers of the Master Lessees’customers which are logistics service providers

Settlement Date : The date and time on which the Units are issued as settlementunder the Offering

SGX-ST : Singapore Exchange Securities Trading Limited

Sponsor : CWT Limited

Sponsor Units : 77,381,000 Consideration Units that the Sponsor and its relevantsubsidiaries will hold as at the Listing Date

SPV : Special purpose vehicle

sq ft : square feet

sq m : square metres

Substantial Unitholder : Any Unitholder with an interest in one or more Units constitutingnot less than 5.0% of all Units in issue

Sub-Tenants End-Users : The anchor tenants of the Properties, being the SchenkerMegahub Anchor Tenant and the Hi-Speed Logistics CentreAnchor Tenant

Tax Ruling : The tax ruling dated 23 October 2009 issued by IRAS on thetaxation of CLT and its Unitholders

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Taxable Income : Income chargeable to tax after deduction of the allowableexpenses incurred and the tax allowance

TLF : The term loan facility of up to S$200.3 million

TOP : Temporary Occupation Permit

Triple net lease : Refers to a lease whereby the lessee pays for rent and thefollowing property-related expenses: land rent, property tax,insurance, day-to-day maintenance including cleaning, security,utilities, servicing of lifts and other M&E items. The landlord paysfor any structural repairs and replacement of structural parts ofthe buildings in the property and replacement of M&E items

Trust Deed : The trust deed dated 11 February 2010 entered into between theManager and the Trustee constituting CLT as supplemented bythe first supplemental deed dated 18 March 2010, and as may beamended, varied or supplemented from time to time

Trustee : HSBC Institutional Trust Services (Singapore) Limited, as trusteeof CLT

Unaudited Pro FormaBalance Sheet

: Unaudited pro forma balance sheet setting out the assets andliabilities of CLT and its subsidiaries as of the Listing Date

Underwriting Agreement : The underwriting agreement dated 1 April 2010 entered intobetween the Sponsor, the Manager and the Joint GlobalCoordinators

Underwriting, Sellingand ManagementCommission

: The underwriting, selling and management commission payableto the Joint Global Coordinators and the Issue Managers for theirservices in connection with the Offering

Unit : An undivided interest in CLT as provided for in the Trust Deed

Unitholder(s) : The registered holder for the time being of a Unit includingpersons so registered as joint holders, except that where theregistered holder is CDP, the term “Unitholder” shall, in relation toUnits registered in the name of CDP, mean, where the contextrequires, the depositor whose Securities Account with CDP iscredited with Units

Unit Registrar : M & C Services Private Limited

URA : Urban Redevelopment Authority

U.S. : United States of America

US$, US dollars or USD : US dollars, the lawful currency of the United States

Vendors : The vendors of the Properties namely, Singapore CommodityHub Pte. Ltd. (in relation to CWT Commodity Hub), CWT (inrelation to CWT Cold Hub), C&P Land Pte. Ltd. (in relation toSchenker Megahub), C&P Distribution Pte. Ltd. (in relation toC&P Changi Districentre and Hi-Speed Logistics Centre) andC&P (in relation to C&P Changi Districentre 2)

WALE : Weighted average lease term to expiry

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Words importing the singular shall, where applicable, include the plural and vice versa. Words importingthe masculine gender shall, where applicable, include the feminine and neuter genders. References topersons shall include corporations.

Any reference in this Prospectus to any enactment is a reference to that enactment for the time beingamended or re-enacted.

Any reference to a time of day in this Prospectus is made by reference to Singapore time unlessotherwise stated.

Any discrepancies in the tables, graphs and charts between the listed amounts and totals thereof aredue to rounding.

Information contained in the Manager’s website and the Sponsor’s website does not constitute part ofthis Prospectus.

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APPENDIX A

INDEPENDENT ACCOUNTANTS’ REPORT ON THE PROFIT FORECAST ANDPROFIT PROJECTION

The Board of DirectorsARA-CWT Trust Management (Cache) Limited(as manager of Cache Logistics Trust (the “Manager”))6 Temasek Boulevard#16-02 Suntec Tower FourSingapore 038986

HSBC Institutional Trust Services (Singapore) Limited(as trustee of Cache Logistics Trust)21 Collyer Quay#14-01 HSBC BuildingSingapore 049320

1 April 2010

Dear Sirs

Letter from the Reporting Accountants on the Profit Forecast for the Year Ending 31 December2010 and the Profit Projection for the Year Ending 31 December 2011

This letter has been issued for inclusion in the prospectus (the “Prospectus”) to be issued in connectionwith the offering of 474,108,000 units in Cache Logistics Trust at the offering price of S$0.88 per unit(the “Offering”).

The directors of the Manager (the “Directors”) are responsible for the preparation and presentation ofthe forecast and projected Statement of Total Return for the financial year ending 31 December 2010(the “Profit Forecast”) and the financial year ending 31 December 2011 (the “Profit Projection”) as setout on page 58 of the Prospectus, which have been prepared on the basis of the assumptions set outon pages 59 to 63 of the Prospectus.

We have examined the Profit Forecast of Cache Logistics Trust for the financial year ending31 December 2010 and the Profit Projection for the financial year ending 31 December 2011 as set outon page 58 of the Prospectus in accordance with Singapore Standard on Assurance Engagements(“SSAE”) 3400 The Examination of Prospective Financial Information. The Directors are solelyresponsible for the Profit Forecast and the Profit Projection including the assumptions set out on pages59 to 63 of the Prospectus on which they are based.

Profit Forecast

Based on our examination of the evidence supporting the relevant assumptions, nothing has come toour attention which causes us to believe that these assumptions do not provide a reasonable basis forthe Profit Forecast. Further, in our opinion the Profit Forecast, so far as the accounting policies andcalculations are concerned, is properly prepared on the basis of the assumptions, is consistent with theaccounting policies set out on pages C-4 to C-8 of the Prospectus, and is presented in accordance withthe applicable presentation principles of Recommended Accounting Practice 7 Reporting Frameworkfor Unit Trusts (but not all the required disclosures) issued by the Institute of Certified PublicAccountants of Singapore (“ICPAS”), which is the framework to be adopted by Cache Logistics Trustin the preparation of its financial statements.

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4A) "Cache Logistics Trust (REIT)"

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Profit Projection

The Profit Projection is intended to show a possible outcome based on the stated assumptions. AsCache Logistics Trust is newly established without any history of activities and because the length ofthe period covered by the Profit Projection extends beyond the period covered by the Profit Forecast,the assumptions used in the Profit Projection (which include hypothetical assumptions about futureevents which may not necessarily occur) are more subjective than would be appropriate for a profitforecast. The Profit Projection does not therefore constitute a profit forecast.

Based on our examination of the evidence supporting the relevant assumptions, nothing has come toour attention which causes us to believe that these assumptions do not provide a reasonable basis forthe Profit Projection. Further, in our opinion the Profit Projection, so far as the accounting policies andcalculations are concerned, is properly prepared on the basis of the assumptions, is consistent with theaccounting policies set on pages C-4 to C-8 of the Prospectus, and is prepared in accordance with theapplicable presentation principles of Recommended Accounting Practice 7 Reporting Framework forUnit Trusts (but not all the required disclosures), which is the framework to be adopted by CacheLogistics Trust in the preparation of its financial statements.

Events and circumstances frequently do not occur as expected. Even if the events anticipated underthe hypothetical assumptions occur, actual results are still likely to be different from the Profit Projectionsince other anticipated events frequently do not occur as expected and the variation may be material.The actual results may therefore differ materially from those projected. For the reasons set out above,we do not express any opinion as to the possibility of achievement of the Profit Forecast and ProfitProjection.

Attention is drawn, in particular, to the risk factors set out on pages 28 to 47 of the Prospectus whichdescribe the principal risks associated with the Offering, to which the Profit Forecast and ProfitProjection relate and the sensitivity analysis of the Profit Forecast and Profit Projection set out on pages63 and 64 of the Prospectus.

Yours faithfully

KPMG LLPPublic Accountants andCertified Public AccountantsEng Chin ChinPartner

Singapore

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APPENDIX B

INDEPENDENT ACCOUNTANTS’ REPORT ON THE UNAUDITED PRO FORMABALANCE SHEET AS AT LISTING DATE

The Board of DirectorsARA-CWT Trust Management (Cache) Limited(as manager of Cache Logistics Trust (the “Manager”))6 Temasek Boulevard#16-02 Suntec Tower FourSingapore 038986

HSBC Institutional Trust Services (Singapore) Limited(as trustee of Cache Logistics Trust)21 Collyer Quay#14-01 HSBC BuildingSingapore 049320

1 April 2010

Dear Sirs

Unaudited Pro Forma Balance Sheet as at the Listing Date

This letter has been issued for inclusion in the prospectus (the “Prospectus”) to be issued in connectionwith the offering of 474,108,000 units in Cache Logistics Trust at the offering price of S$0.88 per unit(the “Offering”).

We report on the unaudited pro forma balance sheet of Cache Logistics Trust as at the date that CacheLogistics Trust is admitted to the Official List of Singapore Exchange Trading Limited (the “Listing Date”)(the “Unaudited Pro Forma Balance Sheet as at the Listing Date”) set out on pages C-1 to C-14 of theProspectus issued in connection with the offering of 474,108,000 units in Cache Logistics Trust, whichhas been prepared for illustrative purposes only and based on certain assumptions.

The Unaudited Pro Forma Balance Sheet as at the Listing Date has been prepared on the basis of theassumptions set out on page C-3 of the Prospectus to provide information on the financial position ofCache Logistics Trust, had the purchase of CWT Commodity Hub, CWT Cold Hub, Schenker Megahub,C&P Changi Districentre, Hi-Speed Logistics Centre and C&P Changi Districentre 2 (collectively, the“Properties”) by Cache Logistics Trust under the same terms set out in the Prospectus been undertakenon the Listing Date.

The Unaudited Pro Forma Balance Sheet as at the Listing Date has been prepared for illustrativepurposes only and, because of its nature, may not give a true picture of Cache Logistics Trust’s actualfinancial position.

The Unaudited Pro Forma Balance Sheet is the responsibility of the directors of the Manager (the“Directors”). Our responsibility is to express an opinion on the Unaudited Pro Forma Balance Sheet asat the Listing Date based on our work.

We carried out procedures in accordance with Singapore Statement of Auditing Practice (“SSAP”) 24Auditors and Public Offering Documents. Our work, which involved no independent examination of theunderlying financial information, consisted primarily of considering the evidence supporting theamounts and disclosures in the Unaudited Pro Forma Balance Sheet and discussing the Unaudited ProForma Balance Sheet with the Directors.

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In our opinion:

(i) the Unaudited Pro Forma Balance Sheet as at the Listing Date has been properly prepared in amanner consistent with Recommended Accounting Practice 7 Reporting Framework for UnitTrusts issued by the Institute of Certified Public Accountants of Singapore and the accountingpolicies to be adopted by Cache Logistics Trust;

(ii) the information used in the preparation of the Unaudited Pro Forma Balance Sheet as at theListing Date is appropriate for the purpose of preparing such a balance sheet in accordance withSSAP 24; and

(iii) the Unaudited Pro Forma Balance Sheet as at the Listing Date has been properly prepared on thebasis of the assumptions set out on page C-3.

Yours faithfully

KPMG LLPPublic Accountants andCertified Public AccountantsEng Chin ChinPartner

Singapore

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APPENDIX C


(A) Introduction

The unaudited pro forma financial information has been prepared for inclusion in the prospectus(the “Prospectus”) to be issued in connection with the public offer, placement tranche, cornerstoneunits, consideration units and the ARA units of 632,200,000 units in Cache Logistics Trust (“CLT”).

CLT is a Singapore-based unit trust constituted pursuant to a trust deed dated 11 February 2010(“Trust Deed”) made between ARA-CWT Trust Management (Cache) Limited, as manager of CLT(the “Manager”) and HSBC Institutional Trust Services (Singapore) Limited, as trustee of CLT (the“Trustee”). CLT is a Singapore-based REIT established principally to invest in income-producingreal estate used for logistics purposes in Asia-Pacific, as well as real estate-related assets.

At the date that CLT is admitted to the Official List of Singapore Exchange Trading Limited (the“SGX-ST”) (the “Listing Date”), CLT proposes to acquire leasehold interests in six properties —CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, C&P Changi Districentre, Hi-SpeedLogistics Centre and C&P Changi Districentre 2 (collectively, the “Properties” or the “InitialPortfolio”).

The vendors of the Properties are CWT Limited (“CWT”), C&P Holdings Pte Ltd (“C&P”) and theirrelevant subsidiaries (the “Vendors”). The Properties will be leased back to CWT and C&P and itsrelevant subsidiaries (the “Master Lessees”) pursuant to master lease agreements (the “MasterLease Agreements”).

Details on the Manager’s Management Fees, Property Manager’s Fees and Trustee’s Fee are setout in Section F.

(B) Pro Forma Historical Financial Information

The Manager is unable to provide pro forma statements of total return, cash flow statements andbalance sheets to show the pro forma historical financial performance of CLT as:

• The Properties will be leased to the Master Lessees from the completion date of the sale andpurchase of the Properties. If historical pro forma financial information is prepared based onthe terms of the Master Lease Agreements to be entered into between the Master Lesseesand CLT, such information will not reflect the historical financial results and position of CLTwith respect to the Properties. Assumptions and bases which are prospective in naturewould need to be made if CLT is to assume that such arrangements were in place throughoutthe period covered by the pro forma financial information. As such, the Manager believesthat such historical pro forma financial information will be of little value to investors indeciding whether to acquire the units;

• The Properties were held by the Vendors in conjunction with the other assets belonging tothe Vendors or in SPVs. Property expenses such as marketing, administration, propertymanagement and insurance are attributed/allocated by the Vendors and would not reflectthe actual expenses incurred by the Properties. In addition, the operating structure will havechanged substantially from the Vendors to CLT, the expenses incurred by the Vendorsincludes expenses in connection with their overall business operations and these expensesare not separated in the Vendor’s financial accounts;

• The ownership structure of the Properties and the capital structure of the holding entity willhave changed substantially from the Vendors to CLT. The operating and financing expenses

C-1

to be incurred by CLT may differ substantially from those incurred by the Vendors historically.Accordingly, the pro forma financial information prepared, particularly the statements of totalreturn and cash flow statements, may not be reflective of what the historical total return andcash flows of CLT might have been;

• CWT Commodity Hub which accounts for (i) 49.0% of the gross revenue of CLT for theForecast Year 2010 and (ii) 59.5% of the total gross floor area (“GFA”) of the Properties wascompleted only in October 2009. As such:

– there will be limited operating records of CWT Commodity Hub at the time of theOffering; and

– given that CWT Commodity Hub was completed in phases while CLT will be acquiringCWT Commodity Hub only on completion of the annex to CWT Commodity Hub,assumptions will need to be arbitrarily made in relation to acquisition costs that will beincurred on completion of each phase. Such assumptions will also impact financingand trust expenses (such as management and trust fees) which will not provideinvestors with a meaningful representation of the performance of the Initial Portfolio.

Given that a significant portion of the revenue and value of the Initial Portfolio will come fromCWT Commodity Hub, the historical pro forma financial information will not provide investorswith a meaningful representation of performance of the Initial Portfolio and as such will notbe useful for investors as a guide to CLT’s future performance.

• Based on information provided by the Vendors, approximately 6% and 17% of contractedspace of the initial portfolio as at 31 December 2008 and 3 December 2009, respectively,does not have an identified rental income component; and

• Notwithstanding that there is an identifiable rental income component on the remainingcontractable space of the Properties, the Manager believes that the attributable rentalincome earned from end-users with bundled services may not be reflective of the true rentalincome from those agreements. Prior to the acquisitions by CLT, the Vendors’ revenues arederived primarily from bundled packages comprising rental agreements and serviceagreements. The rental income component is often cross subsidised by the servicescomponent and vice-versa. Hence, pro forma adjustments to rental revenues would have tobe made to arrive at the rental rates reflective of market and such adjustments would not beconsistent with the guidance in Singapore Statement of Auditing Practice (“SSAP”) 24Auditors and Public Offering Documents and would be seen as misleading.

For the reasons stated above, the SGX-ST has granted CLT a waiver from the requirement toprepare historical pro forma statements of total return, cash flow statements and balance sheets,subject to the inclusion of the following in this Prospectus:

• an unaudited pro forma balance sheet setting out the assets and liabilities of CLT as of theListing Date, upon completion of the Offering and acquisition of the Properties;

• a profit forecast for the full financial year from 1 January 2010 to 31 December 2010 and aprofit projection for the full financial year from 1 January 2011 to 31 December 2011; and

• full disclosure on the reasons why historical pro forma financial information for the latestthree financial years cannot be provided and the waivers granted.

As a condition of the waiver granted by the SGX-ST, the Manager has prepared the unaudited proforma balance sheet below setting out the assets and liabilities of CLT as of the Listing Date (the“Unaudited Pro Forma Balance Sheet”), upon completion of the offering and acquisition of theProperties.

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(C) Basis of Preparation of Unaudited Pro Forma Balance Sheet as at the Listing Date

The Unaudited Pro Forma Balance Sheet is set out in this report. The Unaudited Pro FormaBalance Sheet is prepared for illustrative purposes only and is based on certain assumptions aftermaking certain adjustments. The Unaudited Pro Forma Balance Sheet is prepared based on theunaudited balance sheet of CLT as at the date of its establishment, and incorporating adjustmentsnecessary to reflect the financial position of CLT as if it had acquired all the Properties and enteredinto the Master Lease Agreements on the Listing Date, under the same terms set out in theProspectus.

The Unaudited Pro Forma Balance Sheet has been prepared on the basis of the accountingpolicies set out in Section E and is to be read in conjunction with Section F.

The objective of the Unaudited Pro Forma Balance Sheet is to show what the financial positionof CLT might have been at the Listing Date, on the basis as described above. However, theUnaudited Pro Forma Balance Sheet is not necessarily indicative of the financial position thatwould have been attained by CLT on the actual Listing Date. The Unaudited Pro Forma BalanceSheet, because of its nature, may not give a true picture of CLT’s financial position.

The Unaudited Pro Forma Balance Sheet has been prepared after incorporating the following keyassumptions:

• The issue price of the units under the offering is S$0.88 (the “Offering Price”);

• CLT will acquire the Properties at a purchase price of S$713,200,000 on Listing Date;

• CLT will immediately revalue the Properties on the Listing Date based on the latestindependent valuations. The valuations of the Properties adopted as at the Listing Dateremain unchanged from the latest independent valuations as at 31 October 2009 based onthe independent valuation reports issued by CB Richard Ellis (Pte) Ltd (“CBRE”) and KnightFrank Pte Ltd (“KF”);

• A total of 632,200,000 units in CLT will be issued at the Offering Price, comprising the unitsunder the offering, cornerstone units, consideration units and the ARA units;

• Issue costs (excluding goods and services tax) relating to the offering and debt upfront feewhich are estimated to be S$23.6 million and S$6.5 million respectively, will be incurred;

• The transferable loan facility (the “Facility”) comprising a term loan facility of S$178.0 millionand a S$25.0 million revolving credit facility were in place at the time of acquisition of theProperties; and

• At the date of acquisition, it is assumed that the purchase consideration was fully satisfiedthrough the issuance of units and drawdown of the Facility.

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(D) Unaudited Pro Forma Balance Sheet as at the Listing Date

The Unaudited Pro Forma Balance Sheet has been prepared for inclusion in the Prospectus andis presented below. The assumptions used to prepare the Unaudited Pro Forma Balance Sheetare consistent with those described in Section C — Basis of Preparation of Unaudited Pro FormaBalance Sheet as at the Listing Date.

Note

UnauditedBalanceSheet of

CLT

Pro formaadjustments(see notes

below)

Unauditedpro formaBalance

Sheet as atListing Date

S$’000 S$’000 S$’000

Non-current assets

Investment properties . . . . . . . . . . . . . . . . . 2 — 729,900(1) 729,900

Current assets

Other receivables . . . . . . . . . . . . . . . . . . . . 3 — 2,156(2) 2,156

Cash and cash equivalents . . . . . . . . . . . . . 4 — 6,081 6,081

— 8,237 8,237

Total assets . . . . . . . . . . . . . . . . . . . . . . . — 738,137 738,137


Borrowings . . . . . . . . . . . . . . . . . . . . . . . . 5 — 184,490(3) 184,490

Current liabilities

Income received in advance . . . . . . . . . . . . . — 4,916(4) 4,916

Total liabilities . . . . . . . . . . . . . . . . . . . . . — 189,406 189,406

Net assets attributable to Unitholders. . . . . 6 — 548,731 548,731

Represented by:

Unitholders’ funds . . . . . . . . . . . . . . . . . . . . — 548,731(5) 548,731

Units in issue (’000) . . . . . . . . . . . . . . . . . . 632,200(6)

Net asset value per Unit (S$) . . . . . . . . . . . . 0.87

Notes:

(1) Adjustments to reflect the investment properties acquired based on the initial cost of S$713.2 million and subsequentrevaluations to the average appraisal value assessed by CBRE and KF as at 31 October 2009 of S$729.9 million.

(2) GST claimable on the offering’s transaction cost, assuming that the costs are invoiced to CLT no earlier than sixmonths preceding CLT’s GST registration date.

(3) Adjustment to account for the proposed bank borrowings of S$191.0 million, after deducting unamortised capitaliseddebt upfront fees of S$6.5 million.


(5) Adjustments to reflect the issuance of Units (net of Unit issue costs of S$23.6 million) and S$16.7 million gain onrevaluation of investment properties.

(6) “Units in issue” refers to the number of Units in issue immediately after the completion of the offering.

(E) Notes to the Unaudited Pro Forma Balance Sheet

1. Significant Accounting Policies

The significant accounting policies of CLT, which have been consistently applied in preparingthe Unaudited Pro Forma Balance Sheet set out in this report, are as follows:

C-4

(a) Basis of preparation

The Unaudited Pro Forma Balance Sheet has been prepared in accordance with thebases set out in Section B and applied to financial information prepared in accordancewith the Statement of Recommended Accounting Practice (“RAP”) 7 ReportingFramework for Unit Trusts issued by the Institute of Certified Public Accountants ofSingapore and the applicable requirements of the Code on Collective InvestmentSchemes (“CIS Code”) issued by the Monetary Authority of Singapore (“MAS”) and theprovisions of the Trust Deed. RAP 7 requires that accounting policies adopted shouldgenerally comply with the principles relating to the recognition and measurement of theSingapore Financial Reporting Standards issued by the Council on CorporateDisclosure and Governance.

The Unaudited Pro Forma Balance Sheet, which is expressed in Singapore dollars androunded to the nearest thousand unless otherwise stated, is prepared on the historicalcost basis, except that investment properties are stated at valuation.

The preparation of the financial information requires judgements, estimates andassumptions to be made that affect the application of accounting policies and thereported amounts of assets, liabilities, income and expenses. Actual results may differfrom these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions toaccounting estimates are recognised in the period in which the estimate is revised andin any future periods affected.

In particular, information about significant areas of estimation and critical judgementsin applying accounting policies that have the most significant effect on the amountrecognised in the financial information are described in note 2 — Valuation ofInvestment Properties.

(b) Functional currency

Items included in the Unaudited Pro Forma Balance Sheet are measured using thecurrency that best reflects the economic substance of the underlying events andcircumstances relevant to CLT (the “functional currency”). The Unaudited Pro FormaBalance Sheet is presented in Singapore dollars, which is the functional currency ofCLT.

(c) Foreign currency transactions

Transactions in foreign currencies are translated at foreign exchange rates ruling at thedates of the transactions. Monetary assets and liabilities denominated in foreigncurrencies at the balance sheet date are translated at foreign exchange rates ruling atthat date. Non-monetary assets and liabilities measured at cost in a foreign currencyare translated using exchange rates at the date of the transaction. Non-monetaryassets and liabilities measured at fair value in foreign currencies are translated atforeign exchange rates ruling at the dates the fair value was determined. Foreignexchange differences arising from translation are recognised in the statement of totalreturn.

C-5

(d) Investment properties

Investment properties are accounted for as non-current assets and are stated at initialcost on acquisition which includes expenditure that is directly attributable to theacquisition of the investment properties, and at fair value thereafter. Valuations aredetermined in accordance with the Trust Deed, which requires the investmentproperties to be valued by independent registered valuers at least once a year, inaccordance with the CIS Code issued by the MAS.

Any increase or decrease on revaluation is credited or charged to the statement of totalreturn as a net appreciation or depreciation in the value of the investment properties.

(e) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise other receivables, cash and cashequivalents, and borrowings. Cash and cash equivalents comprise cash at bank.

Non-derivative financial instruments are recognised initially at fair value plus anydirectly attributable transaction costs. Subsequent to initial recognition, non-derivativefinancial instruments are measured at amortised cost using the effective interestmethod, less any impairment losses.

A financial instrument is recognised if CLT becomes a party to the contractualprovisions of the instrument. Financial assets are derecognised if CLT’s contractualrights to the cash flows from the financial assets expire or if CLT transfers the financialasset to another party without retaining control or transfers substantially all the risksand rewards of the asset. Regular way purchases and sales of financial assets areaccounted for at trade date, i.e., the date that CLT commits itself to purchase or sell theasset. Financial liabilities are derecognised if CLT’s obligations specified in the contractexpire, are discharged or cancelled.

Derivatives and hedging

Derivative financial instruments are initially recognised at fair value and subsequently,re-measured at fair value. The gain or loss on re-measurement to fair value isrecognised immediately in the statement of total return. However, where derivativesqualify for hedge accounting, recognition of any resultant gain or loss depends on thenature of the item being hedged.

Impairment of financial assets

A financial asset is considered to be impaired if objective evidence indicates that oneor more events have had a negative effect on the estimated future cash flows of thatasset.

An impairment loss in respect of a financial asset measured at amortised cost iscalculated as the difference between its carrying amount, and the present value of theestimated future cash flows discounted at the original effective interest rate.

C-6

Individually significant financial assets are tested for impairment on an individual basis.The remaining financial assets are assessed collectively in groups that share similarcredit risk characteristics. All impairment losses are recognised in the statement of totalreturn.

An impairment loss is reversed if the reversal can be related objectively to an eventoccurring after the impairment loss was recognised. For financial assets measured atamortised cost, the reversal is recognised in the statement of total return.

The carrying amounts of CLT’s non-financial assets, other than investment properties,are reviewed at each balance sheet date to determine whether there is any indicationof impairment. If any such indication exists, the asset’s recoverable amount isestimated at each balance sheet date.

An impairment loss is recognised in the statement of total return whenever the carryingamount of an asset or its cash-generating unit exceeds its recoverable amount.

The recoverable amount of an asset or cash generating unit is the greater of its valuein use and its fair value less costs to sell. In assessing value in use, the estimatedfuture cash flows are discounted to their present value using a pre-tax discount ratethat reflects current market assessments of the time value of money and the risksspecific to the asset. For an asset that does not generate largely independent cashinflows, the recoverable amount is determined for the cash-generating unit to which theasset belongs.

Impairment losses recognised in prior periods are assessed at each reporting date forany indications that the loss has decreased or no longer exists.

An impairment loss is reversed if there has been a change in the estimates used todetermine the recoverable amount. An impairment loss is reversed only to the extentthat the asset’s carrying amount does not exceed the carrying amount that would havebeen determined, net of depreciation, if no impairment loss had been recognised.

(f) Unit issue costs

Unit issue costs represent expenses incurred in connection with the initial publicoffering of CLT. All such expenses are deducted directly against Unitholders’ funds.

(g) Revenue recognition

Rental income from operating leases

Rental income receivable under operating leases is recognised in the statement of totalreturn on a straight-line basis over the term of the lease, except where an alternativebasis is more representative of the pattern of benefits to be derived from the leasedassets. Lease incentives granted are recognised as an integral part of the total rentalto be received. Contingent rentals are recognised as income in the accounting periodon a receipt basis. No contingent rentals are recognised if there are uncertainties dueto the possible return of amounts received.

Finance income

Finance income is recognised on an accrual basis using the effective interest method.

C-7

(h) Expenses

Property expenses

Property expenses are recognised on an accrual basis. Included in property expensesare fees incurred under the Property Management Agreement which are based on theapplicable formula stipulated in Section F and reimbursable expenses payable to theProperty Manager.

Borrowing costs

Borrowing costs comprise interest expense on borrowings. All borrowing costs arerecognised in the statement of total return using the effective interest method.

Management fees

Management fees are recognised on an accrual basis based on the applicable formulastipulated in Section F.

Trust expenses

Trust expenses are recognised on an accrual basis. Included in trust expenses is theTrustee’s fee which is based on the applicable formula stipulated in Section F.

(i) Taxation

Income tax expense comprises current and deferred tax. Income tax expense isrecognised in the statement of total return except to the extent that it relates to itemsdirectly related to net assets attributable to Unitholders, in which case it is recognisedin net assets attributable to Unitholders.

Current tax is the expected tax payable on the taxable income for the year, using taxrates enacted or substantively enacted at the balance sheet date.

Deferred tax is provided using the balance sheet method, providing for temporarydifferences between the carrying amount of assets and liabilities for financial reportingpurposes and the amounts used for taxation purposes. The temporary differences oninitial recognition of assets and liabilities that affect neither accounting nor taxableprofit are not provided for. The amount of deferred tax provided is based on theexpected manner of realisation or settlement of the carrying amount of assets andliabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that futuretaxable profits will be available against which the unused tax losses and credits can beutilised. Deferred tax assets are reduced to the extent that it is no longer probable thatthe related tax benefits will be realised.

(j) Segment reporting

A segment is a distinguishable component of CLT that is engaged either in providingproducts or services (business segment), or in providing products or services within aparticular economic environment (geographical segment), which is subject to risks andrewards that are different from those of other segments.

C-8

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C-9

Independent valuations of the Properties have been undertaken by CBRE and KF.

In determining the fair value, CBRE and KF have adopted the capitalisation approach/investment method and the discounted cash flow method (see Appendix E, “IndependentProperty Valuation Summary Reports” for further details). In relying on the valuation reports,the Manager has exercised its judgment and is satisfied that the valuation methods andestimates are reflective of current market conditions. The fair values are based on openmarket values, which is the valuer’s opinion of the best price at which the sale of an interestin the property would complete unconditionally for cash consideration on the date ofvaluation and is prepared in accordance with recognised appraisal and valuation standards.The valuers have considered the direct comparison method, capitalisation approach/investment method and discounted cash flows in arriving at the open market value as at thebalance sheet date.

Investment properties with carrying values of S$729.9 million are pledged as security forbanking facilities as at the Listing Date (see note 5).

3. Other Receivables

Unaudited Pro Formaas at Listing Date

$’000

GST recoverable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,156

Other receivables are denominated in Singapore dollars.

4. Cash and Cash Equivalents

The effective interest rate relating to cash and cash equivalents at the Listing Date is 0.3%.

5. Borrowings

This note provides information about the contractual terms of CLT’s interest-bearingborrowings.


S$’000

Secured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,986

Less: Unamortised capitalised transaction costs . . . . . . . . . . . . . (6,496)

184,490

CLT has in place four-year secured transferable loan facilities of S$203.0 million (“Facility”)comprising a term loan facility of S$178.0 million (“TLF”) and a S$25.0 million revolvingcredit facility (“RCF”). The TLF and RCF will be drawn down in the amounts of S$178.0million and S$13.0 million respectively on the Listing Date.

The Facility is secured on the Properties (see note 2), and includes assignment of all therights, titles, benefits and interest under the Master Lease Agreements and insurances takenin respect of the Properties.

C-10

Interest on the Facility is based on the relevant Singapore dollar swap offer rate plus amargin of 2.3%. As at the Listing Date, the Manager has fixed the base interest rate forS$160.0 million of the TLF. The assumed effective interest rate (inclusive of upfront feecapitalised at 0.8% per annum and margin) of the Facility is 4.5% per annum.

6. Net assets attributable to Unitholders


S$’000

Issue of 632,200,000 units arising from the offering,cornerstone units, consideration units and ARA units . . . . . . . . . 556,336

Issue costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,585)

Changes in fair value of investment properties . . . . . . . . . . . . . . 16,700

Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (720)

548,731

Each Unit in CLT represents an undivided interest in the trust. The rights and interests ofUnitholders are contained in the Trust Deed and include the right to:

• receive income and other distributions attributable to the Units held;

• participate in the termination of CLT by receiving a share of all net cash proceedsderived from the realisation of the assets of CLT less any liabilities, in accordance withtheir proportionate interests in CLT. However, a Unitholder has no equitable orproprietary interest in the underlying assets of CLT and is not entitled to the transfer toit of any assets (or part thereof) or of any estate or interest in any asset (or part thereof)of CLT; and

• attend all Unitholders’ meetings. The Trustee or the Manager may (and the Managershall at the request in writing of not less than 50 Unitholders or one-tenth in number ofthe Unitholders, whichever is lesser) at any time convene a meeting of Unitholders inaccordance with the provisions of the Trust Deed.

The restrictions of a Unitholder include the following:

• a Unitholder’s right is limited to the right to require due administration of CLT inaccordance with the provisions of the Trust Deed; and

• a Unitholder has no right to request the Manager to redeem his Units while the Unitsare listed on SGX-ST.

A Unitholder’s liability is limited to the amount paid or payable for any Units in CLT. Theprovisions of the Trust Deed provide that no Unitholders will be personally liable forindemnifying the Trustee or any creditor of CLT in the event that the liabilities of CLT(excluding net assets attributable to Unitholders) exceed its assets. Under the Trust Deed,every Unit carries the same voting rights.

C-11

Capital management

CLT’s objectives when managing capital are to safeguard its ability to continue as a goingconcern and to maintain an optimal capital structure so as to maximise Unitholders’ value.In order to maintain or achieve an optimal capital structure, CLT will endeavour to employ anappropriate mix of debt and equity in financing acquisitions and asset enhancements, andutilise interest rate and currency hedging strategies where appropriate. The Managerintends to review this policy on a continuous basis.

The Property Fund Appendix stipulates that the total borrowings and deferred payments(together the “Aggregate Leverage”) of a property fund should not exceed 35.0% of thefund’s deposited property. The aggregate leverage of a property fund may exceed 35.0% ofthe fund’s deposited property (up to a maximum of 60.0%) only if a credit rating is obtainedand disclosed to the public.

As at the Listing Date, CLT’s Aggregate Leverage ratio was 25.9%.

7. Financial Instruments

Financial risk management objectives and policies

Exposure to credit, interest rate and liquidity risks arises in the normal course of CLT’sbusiness. CLT has written policies and guidances which set out its overall businessstrategies and its general risk management philosophy.

Credit risk

Credit risk is the potential financial loss resulting from the failure of a customer to settle itsfinancial and contractual obligations to CLT, as and when they fall due.

The Manager has established credit limits for customers and monitors their balances on anongoing basis. Credit evaluations are performed by the Property Manager before leaseagreements are entered into with customers. Cash and fixed deposits are placed withfinancial institutions which are regulated.

At the balance sheet date, the Properties of CLT are leased under Master LeaseAgreements. In addition, the Master Lessees have provided security deposits amounting to12 months rental in the form of cash or banker’s guarantee. The maximum exposure to creditrisk is represented by the carrying value of each financial asset on the balance sheet. AtListing Date, there was no significant credit risk.

Interest rate risk

CLT’s exposure to changes in interest rates relates primarily to interest-bearing financialliabilities. Interest rate risk is managed by CLT on an on-going basis with the primaryobjective of limiting the extent to which net interest expense could be affected by an adversemovement in interest rates.

Liquidity risk

The Manager monitors and maintains a level of cash and cash equivalents deemedadequate by management to finance CLT’s operations. In addition, the Manager alsomonitors and observes the Code on Collective Investment Schemes issued by the MASconcerning limits on total borrowings.

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Estimating fair values

The Manager believes that the carrying amounts of the financial assets and liabilitiesapproximate their fair values at the balance sheet date.

8. Commitments

CLT leases out its Properties. Non-cancellable operating lease rentals are receivable asfollows:


$’000

Receivables

– Within 1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,996

– After 1 year but within 5 years . . . . . . . . . . . . . . . . . . . . . . . . 244,966

– After 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,411

386,373

The above operating lease rental receivables comprise amounts receivable under theMaster Lease Agreements.

9. Operating Segments

On the Listing Date, CLT has six reportable segments, which are CLT’s six Properties. Foreach of the Properties, the Manager reviews internal management reports regularly. Moreinformation on the six Properties can be found in note 2. The accounting policies of thereportable segments are the same as described in note 1.

Segment assets and liabilities include items directly attributable to a segment. Unallocateditems comprise mainly cash and cash equivalents, other receivables and borrowings.

No geographical segment information has been prepared as CLT’s assets and operationsare all located in Singapore.

Information about reportable segments

CWTCommodity

HubCWT

Cold HubSchenkerMegahub

C&PChangi

Districentre

Hi-SpeedLogistics

CentreC&P Changi

Districentre 2 Total

S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Reportablesegment assets . . 325,500 129,550 101,000 83,300 70,800 19,750 729,900

Reportablesegmentliabilities . . . . . . 2,411 820 616 510 432 127 4,916

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Reconciliations of reportable segment assets and liabilities


$’000

Assets

Total assets for reportable segments . . . . . . . . . . . . . . . . . . . . . 729,900

Unallocated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,237

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 738,137

Liabilities

Total liabilities for reportable segments . . . . . . . . . . . . . . . . . . . . 4,916

Unallocated liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184,490

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,406

(F) Manager’s Management Fees, Trustee’s Fee and Property Manager’s Fees under MasterLease Agreements

(a) Manager’s Management Fees

Pursuant to the Trust Deed, the Manager is entitled to the following management fees:

• a Base Fee at the rate of 0.5% per annum of the value of the consolidated assets; and

• a Performance Fee equal to the rate of 1.5% per annum of the Net Property Income ofCLT in the relevant financial year.

The Manager may elect to receive the Base Fee and Performance Fee in cash or Units ora combination of cash and Units (as it may in its sole discretion determine).

(b) Trustee’s Fee

Under the Trust Deed, the Trustee’s fee is currently 0.03% per annum of the value of theDeposited Property, subject to a minimum of S$15,000 per month, excluding out-of-pocketexpenses and GST. The maximum fee is 0.25% per annum of the value of the DepositedProperty.

The actual fee payable to the Trustee will be determined between the Manager and theTrustee from time to time. The Trustee will also be paid a one-time inception fee ofS$50,000.

(c) Property Manager’s Fees

The Property Manager is entitled under the Property Management Agreement to thefollowing management fees on each property of CLT located in Singapore:

• a property management fee of 2.0% per annum of Gross Revenue of each property;and

• a lease management fee of 1.0% per annum of Gross Revenue of each property.

No lease management fee is payable in relation to the Initial Portfolio for the first three yearsof the initial contracted lease.

The property management fee and the lease management fee are payable to the PropertyManager in the form of cash.

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APPENDIX D

INDEPENDENT TAXATION REPORT

1 April 2010

The Board of DirectorsARA-CWT Trust Management (Cache) Limited(as the manager of CLT (the “Manager”))6 Temasek Boulevard#16-02 Suntec Tower 4Singapore 038986

HSBC Institutional Trust Services (Singapore) Limited(as the trustee of CLT (the “Trustee”))21 Collyer Quay#14-01 HSBC BuildingSingapore 049320

Dear Sirs

SINGAPORE TAXATION REPORT

This letter has been prepared at the request of the Manager for inclusion in the prospectus (the“Prospectus”) to be issued in relation to the initial public offering of units (the “Units”) in CLT onSingapore Exchange Securities Trading Limited.

The purpose of this letter is to provide prospective purchasers of the Units with an overview of theSingapore income tax consequences of the acquisition, ownership and disposal of the Units. This letterprincipally addresses purchasers who hold the Units as investment assets. Purchasers who acquire theUnits for dealing purposes should consult their own tax advisors concerning the tax consequences oftheir particular situations.

This letter is not a tax advice and does not attempt to describe comprehensively all the taxconsiderations that may be relevant to a decision to purchase, own or dispose of the Units. Prospectivepurchasers of the Units should consult their own tax advisors to take into account the tax law applicableto their particular situations. In particular, prospective purchasers who are not Singapore tax residentsare advised to consult their own tax advisors to take into account the tax laws of their respective countryof tax residence and the existence of any tax treaty which their country of tax residence may have withSingapore.

This letter is based on Singapore income tax laws and relevant interpretations thereof current as at thedate of this letter, all of which are subject to change, possibly with retroactive effect.

Words and expressions defined in the Prospectus have the same meaning in this letter. In addition,unless the context requires otherwise, words in the singular include the plural and the other way aroundand words of one gender include the other gender.

GENERAL PRINCIPLES OF TAXATION OF A TRUST

The income of a trust derived from or accrued in Singapore is chargeable to Singapore income tax. Inaddition, income earned outside Singapore and received or deemed received in Singapore is alsochargeable to Singapore income tax unless otherwise exempted. There is no capital gains tax in

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Singapore. However, gains from the sale of investments (including real properties) are chargeable totax if such gains are derived from a trade or business of dealing in investments (including realproperties).

Singapore income tax is imposed on all income chargeable to tax after deduction of the allowableexpenses incurred and the tax depreciation claimed on assets used in the generation of the income (the“Taxable Income”).

The Taxable Income of the trust is assessed to tax in the name of the trustee at the prevailing corporatetax rate. However, under Section 43(2) of the Income Tax Act, Chapter 134 (please see “Tax Ruling”below), if the beneficiaries of the trust are entitled to a share of the trust income, tax transparency willbe granted to the trustee upon successful application to the Inland Revenue Authority of Singapore(“IRAS”). When the application is approved, the trustee will not be taxed on the trust income, but thebeneficiaries will instead be taxed directly on their proportion of the trust income at their respective taxrates (the “Tax Transparency Treatment”).

TAX RULING

Following this, CLT has obtained a Tax Ruling dated 23 October 2009 from the IRAS to give effect tothe application of the provisions of Section 43(2) of the Income Tax Act, Chapter 134 to impose tax onthe holders of the Units (“Unitholders”) on the Taxable Income of CLT instead of the Trustee. Section43(2) of the Income Tax Act, Chapter 134 states:

Where any trustee proves to the satisfaction of the Comptroller that any beneficiary of the trust isentitled to a share of the trust income, a corresponding share of the statutory income of the trustee maybe charged at a lower rate or not charged with any tax, as the Comptroller shall determine.

Subject to full compliance with the terms and conditions of the Tax Ruling, the taxation of CLT and thatof the Unitholders are described below.

TAXATION OF CLT

General

Notwithstanding the Tax Ruling, the Taxable Income of CLT will be determined in accordance with theprovisions of the Income Tax Act, Chapter 134, as is the case of any trust having income that ischargeable to Singapore income tax.

The Taxable Income of CLT will comprise substantially income from the letting of real properties andincidental property-related service income but does not include gains from the disposal of realproperties. The Taxable Income of CLT shall qualify to be treated as income derived from the businessof the making of investments and shall be determined under the provisions of Section 10E of theIncome Tax Act, Chapter 134.

The Tax Ruling grants the Tax Transparency Treatment on CLT’s Taxable Income that is distributed tothe Unitholders in the year in which the income is derived. Any portion of the Taxable Income notdistributed in the year in which the income is derived (the “Retained Taxable Income”) will beassessed to tax at the Trustee level.

Requirement on Tax Deduction at Source

The Tax Ruling imposes the condition on the Trustee and the Manager to deduct tax at source at theprevailing corporate tax rate on any distribution made out of the Taxable Income to all Unitholders otherthan individuals, Qualifying Unitholders and Qualifying Foreign Non-individual Unitholders.

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Where the Unitholders are individuals or Qualifying Unitholders, the Trustee and the Manager will makethe distributions without deducting any income tax. In addition, where the Unitholders are QualifyingForeign Non-individual Unitholders, the Trustee and the Manager will deduct income tax at the reducedrate of 10.0% for distributions made up to 31 March 20151.

A “Qualifying Unitholder” is a Unitholder who is:

• a Singapore-incorporated company which is tax resident in Singapore;

• a body of persons, other than a company or a partnership, registered or constituted in Singapore(for example, a town council, a statutory board, a registered charity, a registered co-operativesociety, a registered trade union, a management corporation, a club and a trade and industryassociation); and

• a Singapore branch of a foreign company which has presented a letter of approval from the IRASgranting a waiver from tax deduction at source in respect of distributions from CLT.

A “Qualifying Foreign Non-individual Unitholder” is one who is not a resident of Singapore for incometax purposes and:

• who does not have a permanent establishment in Singapore; or

• who carries on any operation in Singapore through a permanent establishment in Singapore,where the funds used to acquire the Units are not obtained from that operation in Singapore.

To obtain distributions free of tax deduction at source, or at the reduced rate of 10.0%, the Unitholderswho are Qualifying Unitholders or Qualifying Foreign Non-individual Unitholders, must disclose their taxstatus in a prescribed form provided by the Trustee. (See “Declaration by Unitholders” below.)

Where the Units are held in joint names, the Trustee and the Manager will deduct income tax from thedistributions made out of CLT’s Taxable Income, unless all the joint owners are individuals.

Where the Units are held through a nominee, the Trustee and the Manager will deduct income tax fromthe distributions made out of CLT’s Taxable Income at the prevailing corporate tax rate except in thefollowing situations:

• where the Units are held for beneficial owners who are individuals and/or Qualifying Unitholders,tax may not be deducted at source under certain circumstances. These include a declaration bythe nominee of the status of the beneficial owners of the Units and the provision of certainparticulars of the beneficial owners of the Units by the nominee to the Trustee and the Managerin a prescribed form provided by the Trustee (See “Declaration by Unitholders” below);

• where the Units are held for beneficial owners who are Qualifying Foreign Non-individualUnitholders, tax may be deducted at the reduced tax rate of 10.0% for distributions made up to31 March 20151 under certain circumstances. These include a declaration by the nominee of thestatus of the beneficial owners of the Units and the provision of certain particulars of the beneficialowners of the Units by the nominee to the Trustee and the Manager in a prescribed form providedby the Trustee (See “Declaration by Unitholders” below); and

• where the Units are held by the nominees as Agent Banks or Supplementary Retirement Scheme(“SRS”) operators acting for individuals who purchased the Units within the CPF InvestmentScheme (“CPFIS”) or the SRS, tax will not be deducted at source for distributions made in respectof these nominees.


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Tax Treatment of Retained Taxable Income

In accordance with the distribution policy of CLT by the Trustee, the Trustee and the Manager willdistribute 100% of the Taxable Income of CLT to Unitholders for the period commencing from the ListingDate to 31 December 2011 and at least 90.0% of its Taxable Income thereafter. The portion of theTaxable Income not distributed will be immediately assessed to tax on the Trustee. When the RetainedTaxable Income is subsequently distributed to Unitholders, it will not be subject to any tax deduction atsource.

Tax Treatment of Gains from Disposal of Properties

The Tax Transparency Treatment is not extended to gains realised from the sale of real properties. Thetax on such gains will be assessed on the Trustee if they are considered to be trading gains. Gains ofa capital nature are not subject to tax as there is no capital gains tax in Singapore. Whether a gainrealised from the disposal of real property is a capital gain or a trading profit will have to be determinedbased on the circumstances of the transaction and the overall business traits of CLT.

Where gains arising from the disposal of real properties of CLT by the Trustee are trading gains, suchtrading gains are assessed to tax on the Trustee at the prevailing corporate tax rate, and the Trusteewill have to pay the tax so assessed. Subsequent distribution of the gains will not be subject to any taxdeduction at source.

Rollover Adjustment

It is the intention of the Trustee and the Manager that distributions be made out of Taxable Income sodetermined by them. This may vary from the Taxable Income determined by the IRAS when the taxreturns of CLT are subsequently examined. In order to address this variance, the Tax Ruling hasallowed the Trustee and the Manager, subject to certain terms and conditions, to adopt a rolloveradjustment, such that the variance will be adjusted against the Taxable Income determined by theTrustee and the Manager for the next distribution immediately after the variance has been agreed withthe IRAS.

TAXATION OF UNITHOLDERS

Basis of Assessment

Unitholders are charged to Singapore income tax on distributions from CLT for the year of assessmentcorresponding to the year of assessment to which the Taxable Income of CLT relates. This means thatif a distribution is made out of the Taxable Income of CLT for the financial year ending on 31 December2010 forming the basis period for the year of assessment 2011, the Unitholders will be taxed on suchdistribution for the year of assessment 2011.

Income Source of Distributions

Unitholders will be chargeable to Singapore income tax on distributions from CLT by the Trustee eitheras income sourced under Section 10(1)(a) or Section 10(1)(e) of the Income Tax Act, Chapter 134,depending on the circumstances of the Unitholders. If a Unitholder holds the Units as investmentassets, the distributions are chargeable to tax under Section 10(1)(e) as gains or profits of an incomenature. If a Unitholder holds the Units as trading assets, the distributions are chargeable to tax underSection 10(1)(a) as gains or profits from a trade or business.

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CLT distributions of Taxable Income where the Tax Transparency Treatment has been granted

Taxation of individual Unitholders who hold the Units as investment assets

All distributions from CLT by the Trustee to individual Unitholders of the Units who are beneficiallyentitled to the distributions, regardless of their nationality or place of residence, will be exempt fromSingapore income tax if they receive such distributions as their investment income and not through apartnership in Singapore.

Taxation of individual Unitholders who hold the Units as trading assets or through a partnershipin Singapore

Individuals who beneficially own the Units will be subject to Singapore income tax if the distributionsthey receive do not qualify to be regarded as their investment income or that the distributions arereceived through a partnership in Singapore. Whether or not the distributions received by the individualUnitholders of the Units form part of their investment income is a question of fact and has to bedetermined based on the factual situations of the individual Unitholders. It is advisable for individualUnitholders of the Units to consult their tax advisors in relation to their particular situations.

Individual Unitholders of the Units do not qualify for the tax exemption as mentioned above will bechargeable to Singapore income tax at their respective individual rates on distributions received fromCLT if the Units are held as trading assets.

Taxation of Unitholders of the Units who are not individuals

All Unitholders of the Units who are not individuals (“Non-Individual Unitholders”) are required todeclare the gross amount of trust distributions (including the tax deducted at source, as the case maybe) or the re-grossed amount (the amount of distributions received and the proportionate amount of theimputed tax) when filing their tax returns and to claim a tax credit for the tax deducted at source or theimputed tax.

Distributions of CLT made by the Trustee to its Qualifying Foreign Non-individual Unitholders will besubject to Singapore withholding tax or tax deduction at source at the reduced rate of 10.0% fordistributions made up to 31 March 20151. This reduced withholding tax rate of 10.0% will also apply tonominee Unitholders of the Units who can demonstrate that the Units are held for beneficial ownerswho are Qualifying Foreign Non-individual Unitholders. The tax deducted at source is a final tax.

CLT distributions of Retained Taxable Income or trading income from the disposal of properties

Distributions of CLT made by the Trustee out of income previously taxed at the Trustee level will beexempt from tax in the hands of all Unitholders. No tax credit will be given to any Unitholder on the taxpayable by the Trustee on such income distributed.

CLT distributions of capital gains from the disposal of properties

Distributions of CLT made by the Trustee out of gains or profits arising from a disposal of properties thathave been confirmed by the IRAS as capital gains are not taxable in the hands of all Unitholders sincethe gains or profits do not form part of the statutory income of the Trustee of CLT.


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Gains on Disposal of Units

Unitholders who are in the trade or business of dealing in investments will be chargeable to tax on theprofits realised from the disposal of Units. Whether or not a Unitholder is in the trade or business ofdealing in investments will be determined based on the Unitholder’s circumstances. Unitholders whoare not in the trade or business of dealing in investments may also be chargeable to tax on the gainsrealised from the disposal of Units if such gains are treated as trading gains having regard to thecircumstances of the transaction. Unitholders are encouraged to seek advice from their tax advisors todetermine the tax implications regarding the acquisition, ownership and disposition of their investmentin Units.

Declarations by Unitholders

All Qualifying Unitholders, Qualifying Foreign Non-individual Unitholders and nominee Unitholders whocan demonstrate that the Units are held for beneficial owners who are individuals, QualifyingUnitholders or Qualifying Foreign Non-individual Unitholders are required to make a declaration of theirlegal and tax residence status in the prescribed form to be provided by the Trustee. A draft sample isattached as an annex to this letter. The prescribed form must be completed and returned to the Trusteewithin the time limit set by the Trustee and the Manager. The Trustee and the Manager will make adistribution without deduction of tax or with deduction at the reduced tax rate of 10.0% only if they aresatisfied from the declarations made in the prescribed forms as to their legal and tax residence status.

Individual Unitholders, who hold the Units directly, do not have to make this declaration.

Definition of Tax Resident in the case of a Company

A company is considered to be a tax resident in Singapore if the control and management of thecompany is exercised in Singapore.

Terms and Conditions of the Tax Ruling

The Tax Ruling granted by the IRAS is conditional upon the Trustee and the Manager complying withcertain terms and conditions. The Trustee and the Manager have given the relevant undertakings to theIRAS to take all reasonable steps to comply with all administrative requirements to ensure ease of taxadministration.

The IRAS has expressly reserved the rights to review, amend and revoke the Tax Ruling either in partor in whole at any time.

Yours faithfully

Leonard OngExecutive Director, TaxFor and on behalf ofKPMG Tax Services Pte Ltd

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ANNEX A

To: XXX

FORM A

DECLARATION FOR SINGAPORE TAX PURPOSES

Name of registered holder (preprinted) Securities Account No. (preprinted)

Address (preprinted) Holding: Units (preprinted)

Name of Counter: Cache Logistics Trust(the “Units”)

Please read the following important notes carefully before completion of this Form:

1 The Trustee and the Manager of Cache Logistics Trust (“CLT”) will not deduct tax fromdistributions made out of CLT’s taxable income that is not taxed at CLT’s level to:

(a) Unitholders who are individuals and who hold the units either in their sole names or jointlywith other individuals;

(b) Unitholders which are companies incorporated and tax resident in Singapore;

(c) Unitholders which are Singapore branches of foreign companies that have obtained specificapproval from the Inland Revenue Authority of Singapore to receive the distribution from CLTwithout deduction of tax; or

(d) Unitholders which are non-corporate entities (excluding partnerships) constituted orregistered in Singapore, such as:

(i) institutions, authorities, persons or funds specified in the First Schedule to the IncomeTax Act (Cap. 134);co-operative societies registered under the Co-operative SocietiesAct (Cap. 62);

(ii) trade unions registered under the Trade Unions Act (Cap. 333);

(iii) charities registered under the Charities Act (Cap. 37) or established by an Act ofParliament; and

(iv) town councils.

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2 For distributions made up to 31 March 20151 to classes of Unitholders that do not fall within thecategories stated under Note 1 above, the Trustee and the Manager of CLT will deduct tax at therate of 10% if the Unitholders are Qualifying Foreign Non-Individual Unitholders.

A Qualifying Foreign Non-Individual Unitholder is one who is not a resident of Singapore2 forincome tax purposes and:

(a) who does not have a permanent establishment3 in Singapore; or

(b) who carries on any operation in Singapore through a permanent establishment in Singapore,where the funds used to acquire the Units are not obtained from that operation.

3 Unitholders are required to complete the applicable Section A, B or C if they fall within thecategories (b) to (d) stated under Note 1 or Section D if they qualify as a Qualifying ForeignNon-Individual Unitholders as described under Note 2.

4 The Trustee and the Manager of CLT will rely on the declarations made in this Form to determine(i) if tax is to be deducted for the categories of Unitholders listed in (b) to (d) under Note 1; and(ii) if tax is to be deducted at the rate of either 10% or the prevailing corporate tax rate fordistributions to Qualifying Foreign Non-Individual Unitholders. Please therefore ensure that theappropriate section of this Form is completed in full and legibly and is returned to XXX within thestipulated time limit. Failure to comply with any of these requirements will render this Form invalidand therefore, the Trustee and the Manager will be obliged to deduct tax at the prevailingcorporate tax rate from the distributions in respect of which this declaration is made.

5 Unitholders who fall within class (a) under Note 1 are not required to submit thisdeclaration form.

6 Unitholders who do not fall within the classes of Unitholders listed in Note 1 and Note 2 above canchoose not to return this Form as tax will be deducted from the distributions made to them at theprevailing corporate tax rate in any case.

7 Unitholders who hold the Units jointly (where at least one of the joint holders is not an individual)or through nominees do not have to return this Form.

8 Please make sure that the information given and the declaration made in this Form is true andcorrect. The making of a false or incorrect declaration constitutes an offence under the Income TaxAct and the Declarant shall be liable to the appropriate penalties imposed under the said Act.

9 This Form must be returned to XXX by [Date].


2 A company is not a resident of Singapore if the management and control of its business is exercised outside Singapore.

3 A permanent establishment is defined under Section 2 of the Income Tax Act to mean a fixed place where a business iswholly or partly carried on. It includes a place of management, a branch and an office.

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ANNEX A1

DECLARATION FOR SINGAPORE TAX PURPOSES

Section A : To be completed by Unitholder which is a Singapore incorporated company

I, ,

NRIC/Passport No. , the Director of

(the “Company”) hereby

declare that the Company is the beneficial owner of the holdings stated above and that:

Tick ( √ ) either the “Yes” or “No” box(a) the Company is incorporated in Singapore and its registration number is

(b) the management and control of the Company’s business for the preceding year and from the beginning of this year to the date of this Declaration was exercised in Singapore and there is no intention, at the time of this Declaration, to change the place of management and control of the Company to a location outside Singapore; and

(c) the Company has previously filed tax returns with the Inland Revenue Authority of Singapore.

If your reply to (c) is “Yes”, please proceed with (d) -

(d) the Company is declared as a tax resident of Singapore# based on the latest tax return filed with the Inland Revenue Authority of Singapore.

Signature of Declarant : Date:

Contact No:

# A company is tax resident in Singapore if the management and control of its business is exercised in Singapore.

Yes No

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Section B : To be completed by Unitholder which is a Singapore branch of a foreign company

I, ,

NRIC/Passport No. , the manager of

(the “Singapore Branch”)

hereby declare that the Singapore Branch is the beneficial owner of the holdings stated above

and that the Inland Revenue Authority of Singapore has granted approval to the Singapore

Branch to receive distribution from CLT without deduction of tax. A copy of the letter of approval

dated is attached.


Contact No:

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Section C : To be completed by Unitholder which falls under Note 1(d)

I, ,

NRIC/Passport No. , the principal officer of

(the “Entity”) hereby

declare that the Entity is the beneficial owner of the holdings stated above and that the entity is

(tick whichever is applicable):

– an institution, authority, person or fund specified in the First Schedule to the Income Tax Act (Cap. 134).

– a co-operative society registered under the Co-operative Societies Act (Cap. 62).

– a trade union registered under the Trade Unions Act (Cap. 333).

– a charity registered under the Charities Act (Cap. 37) or a charity established by an Act of Parliament.

– a town council.

– any other non-corporate entity (other than a partnership) constituted or registered in Singapore.


Contact No:

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Section D : To be completed by Unitholder which falls under Note 2

I, ,

NRIC/Passport No. , the Director/Principal Officer of

(the “Entity”) hereby

declare that the Entity is the beneficial owner of the holdings stated above and that:

Tick ( √ ) either the “Yes” or “No” box(a) the Entity is not a resident of Singapore(1) for income tax purposes for the

preceding year and from the beginning of this year to the date of this Declaration and there is no intention, at the time of this Declaration, to change the tax residence of the Entity to Singapore; and

(b) the Entity does not have a permanent establishment(2) in Singapore. If your reply to (b) is “No”, please proceed with

(c) the funds used to acquire the holdings in the Units are not obtained by the Entity from any operation carried on in Singapore through a permanent establishment in Singapore.


Contact No:

(1)/(2) Please see front page.

Yes No

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ANNEX B

FORM B

DECLARATION BY DEPOSITORY AGENTS FOR SINGAPORE TAX PURPOSES

Name of registered holder (preprinted) Securities Account No. (preprinted)

Address (preprinted) Holding: Units (preprinted)

Name of Counter: Cache Logistics Trust(the “Units”)

Please read the following important notes carefully before completion of this Form:

1 The Trustee and the Manager of Cache Logistics Trust (“CLT”) will deduct tax at the prevailingcorporate tax rate from distributions made out of CLT’s taxable income, that is not taxed at CLT’slevel, in respect of the Units held by you in your capacity as a Depository Agent except where thebeneficial owners of these Units are:

(i) individuals and the units are not held through a partnership in Singapore;

(ii) qualifying Unitholders; or

(iii) Qualifying Foreign Non-Individual Unitholders.

2 Tax will not be deducted for distributions made in respect of the Units held by you for the benefitof Unitholders who fall within categories (i) and (ii) of Note 1. Tax will be deducted at the reducedrate of 10% for distributions made up to 31 March 20151, in respect of the Units held by you forthe benefit of foreign non-individual Unitholders.

3 A “Qualifying Unitholder” refers to:

(i) a company incorporated and tax resident in Singapore;

(ii) non-corporate entities (excluding partnerships) constituted or registered in Singapore; suchas:

(a) institutions, authorities, persons or funds specified in the First Schedule to the IncomeTax Act (Cap. 134);

(b) co-operative societies registered under the Co-operative Societies Act (Cap. 62);

(c) trade unions registered under the Trade Unions Act (Cap. 333);

(d) charities registered under the Charities Act (Cap. 37) or established by an Act ofParliament; and

(e) town councils;


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(iii) a Singapore branch of a foreign company which has obtained from the Inland RevenueAuthority of Singapore, a waiver from tax deducted at source in respect of distributions fromCLT.

4 A Qualifying Foreign Non-Individual Unitholder is one who is not a resident in Singapore1 forincome tax purposes and:

(i) who does not have a permanent establishment2 in Singapore; or

(ii) who carries on any operation in Singapore through a permanent establishment in Singapore,where the funds used to acquire the Units are not obtained from that operation.

5 The Trustee and the Manager of CLT will rely on the declarations made in this Form to determinethe applicable rate at which tax is to be deducted in respect of the Units held by you in yourcapacity as a Depository Agent. Please therefore ensure that this Form and the Annexes arecompleted in full and legibly and is returned to XXX within the stipulated time limit. Failure tocomply with any of these requirements will render this Form invalid and the Trustee and theManager will deduct tax at the prevailing corporate tax rate from the distributions in respect ofwhich this declaration is made.

6 Please make sure that the information given and the declaration made in this Form is true andcorrect. The making of false or incorrect declaration constitutes an offence under the Income TaxAct and the Declarant shall be liable to the appropriate penalties imposed under the said Act.

7 This Form, together with hard copy of the Annexes, must be returned to XXX by [Date]. Pleasecomplete the Annexes using the soft copy of the excel spreadsheet provided to you and also emaila soft copy of the completed Annexes to XXX at [Email] by [Date]. Please note that it iscompulsory to email the soft copy of the completed Annexes.

1 A company is a not resident of Singapore if the management and control of its business for the preceding year and fromthe beginning of this year to the date of this declaration was exercised outside Singapore and there is no intention, at thetime of this declaration, to change tax residence of the company to Singapore.

2 A permanent establishment is defined under Section 2 of the Income Tax Act to mean a fixed place where a business iswholly or partly carried on. It includes a place of management, a branch and an office.

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Declaration

I, , NRIC/Passport No. , the principal officer of(the “Depository Agent”) hereby

declare that the Units registered in the name of the Depository Agent and deposited in thesub-accounts maintained with The Central Depository (Pte) Ltd, as listed in the Annexes B1 to B3to this declaration, belonged beneficially to persons who are individuals, Qualifying Unitholders(as defined in Note 3 above) and qualifying foreign non-individual Unitholders (as defined in Note4 above), respectively. The details of each of these beneficial owners are also listed in therespective Annexes.

We hereby also undertake to provide the actual amount of gross distribution made to eachQualifying Unitholder in the format provided in Annex B2 and to email a soft copy of Annex B2 toXXX within 21 days from the date of the distribution.

Signature of Declarant: Date:

Contact No:

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ANNEX B1

Cache Logistics Trust

Distribution Period:

Annex to Declaration Form B — Individuals

S/No. CDP Sub-Account No.Name of beneficiary

holder(s) Identification No.*Number of

units

1

2

3

4

5

6

7

8

9

10

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* This refers to Singapore NRIC No., foreign ID No. or Passport No.

D-16

ANNEX B2



Annex to Declaration Form B — Qualifying Unitholders


holder(s) Registration No.*Number of

units

1

2

3

4

5

6

7

8

9

10

11

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13

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* This refers to ROC/Tax Reference No.

D-17

ANNEX B3



Annex to Declaration Form B — Qualifying Foreign Non-Individual Unitholders


holder(s) AddressNumber of

units

1

2

3

4

5

6

7

8

9

10

11

12

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D-18

E-1

APPENDIX E

INDEPENDENT PROPERTY VALUATION SUMMARY REPORTS

6 Battery Road #32-01 Singapore 049909

T (65) 6224 8181 F (65) 6225 1987

www.cbre.com.sg

Co. Reg. No.: 197701161R

V a l u a t i o n & A d v i s o r y S e r v i c e s

CB Richard Ellis (Pte) Ltd

31 October 2009 ARA-CWT Trust Management (Cache) Limited (as Manager of Cache Logistics Trust) 6 Temasek Boulevard #16-02 Suntec Tower Four Singapore 038986 Dear Sirs 1) 24 Penjuru Road, CWT Commodity Hub 2) 2 Fishery Port Road, CWT Cold Hub 3) 51 Alps Avenue, Schenker Megahub 4) 5 Changi South Lane, C&P Changi Districentre 5) 40 Alps Avenue, Hi-Speed Logistics Centre 6) 3 Changi South Street 3, C&P Changi Districentre 2 all within Singapore. (Together "The Properties") Instructions

We refer to instructions issued by ARA-CWT Trust Management (Cache) Limited (as Manager of Cache Logistics Trust) (the “Manager”), requesting formal valuation advice in respect of the abovementioned industrial properties. We have specifically been instructed to provide our opinion of Market Value of the remaining leasehold interest in the Properties as at 31 October 2009, subject to proposed Master Leases and occupancy arrangements as disclosed. We have prepared comprehensive formal valuation reports (individually a "Report" and collectively the "Reports") in accordance with the requirements of our instructions and the following international definition of Market Value, namely: "Market Value is the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing, wherein the parties had each acted knowledgeably, prudently and without compulsion". and also on the following basis: "the price at which the property might reasonably be expected to be sold at the date of the valuation assuming:

i. a willing, but not anxious, buyer and seller; and ii. a reasonable period within which to negotiate the sale, having regard to the nature and situation of

the property and the state of the market for property of the same kind; and

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iii. that the property will be reasonably exposed to the market; and iv. that no account is taken of the value or other advantage or benefit, additional to market value, to the

buyer incidental to ownership of the property being valued; and v. that the Trust has sufficient resources to allow a reasonable period for the exposure of the property

for sale; and vi. that the Trust has sufficient resources to negotiate an agreement for the sale of the property."

In adopting this definition of value, we are of the opinion that it is consistent with the international definition of Market Value as advocated by the Royal Institution of Chartered Surveyors (RICS). For the specific purposes of this Prospectus, we provide a Summary of the Reports outlining key factors that have been considered in arriving at our opinions of value. The value conclusions reflect all information known by the valuers of CB Richard Ellis (Pte) Ltd who worked on the valuations in respect to the Properties, market conditions and available data. Reliance on This Letter

For the purposes of this Prospectus, we have prepared this letter which summarises our Reports and outlines key factors which have been considered in arriving at our opinions of value. This letter alone does not contain the necessary data and support information included in our Reports. For further information to that contained herein, reference should be made to the Reports, copies of which are held by the Manager. CB Richard Ellis has provided the Manager with comprehensive valuation reports for each of the Properties. The valuations and market information are not guarantees or predictions and must be read in consideration of the following:

Each report is approximately 50 to 60 pages in length and the conclusions as to the estimated value are based upon the factual information set forth in that Report. Whilst CB Richard Ellis has endeavoured to assure the accuracy of the factual information, it has not independently verified all information provided by the Manager (primarily copies of leases and financial information with respect to the Properties as well as reports by independent consultants engaged by the Manager, or the government of Singapore (primarily statistical information relating to market conditions). CB Richard Ellis believes that every investor, before making an investment in the Cache Logistics Trust, should review at least one of the Reports to understand the complexity of the methodology and the many variables involved.

The methodologies used by CB Richard Ellis in valuing the Properties – the Capitalisation of Income and Discounted Cashflow Analysis– are based upon estimates of future results and are not predictions. These valuation methodologies are summarised in the Valuation Rationale section of this letter. Each methodology begins with a set of assumptions as to income and expenses of the Property and future economic conditions in the local market. The income and expense figures are mathematically extended with adjustments for estimated changes in economic conditions. The resultant value is considered the best practice estimate, but is not to be construed as a prediction or guarantee and is fully dependent upon the accuracy of the assumptions as to income, expenses and market conditions. The basic assumptions utilised for the properties is summarised in the Valuation Rationale section of this letter.

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The Reports were undertaken based upon information available as at September 2009. CB Richard Ellis accepts no responsibility for subsequent changes in information as to income, expenses or market conditions.

Property Descriptions

The following pages provide a brief summary of each of the 6 properties.

1) 24 Penjuru Road, CWT Commodity Hub

The newly completed CWT Commodity Hub comprises a 10-storey office annexe block adjoining two building blocks of 5-storey ramp-up warehouse and logistics facility featuring high clearance warehouse areas in conjunction with ancillary office accommodation; and a 5-storey warehouse with mezzanine office. The development was built in 2 phases; Phase 1 comprising the 10-storey office annexe block and the front block of 5-storey warehouse (Warehouse 1 & 2) and the driveway ramp and Phase 1A comprising the rear block of 5-storey warehouse (Warehouse 3, 4 & 5) which is an extension to the Phase 1 block and a 2-storey warehouse (Warehouse 6) which is located to the rear of the ramp. The ramp located between Warehouses 1 & 3 provides the connecting link to all the warehouse space, including Warehouse 6.

There is a large marshalling/container yard (approximately 103,793 square feet) at the rear of Warehouses 3 to 5 (fronting Penjuru Place). This marshalling yard is used for trailer chases, empty containers and storage of steel plates, pipes and other steel sections.

Other improvements on the site include a guardhouse at the main entrance along Penjuru Close, reinforced concrete driveways within the compound, line marked surface car parking bays and perimeter security fencing.

Temporary Occupation Permit (TOP) was issued in stages for both phases. Phase 1's TOP was issued in April 2008 and August 2008 whilst the TOP for Phase 1A's Warehouse 3 was issued in April 2009 and TOP for Warehouse 4 & 5 in September 2009. The TOP for the additional 2-storey warehouse (Warehouse 6) was issued in October 2009.

The property is situated within the Penjuru/Pandan area of the Jurong Industrial Estate which is located at the south-western part of the island and is the largest industrial estate in Singapore. The estate comprises a mix of Jurong Town Corporation (JTC) and privately built warehouse and logistics industrial buildings. Prominent industrial buildings in the vicinity include Penjuru Tech Hub, Alfa Romeo Building, Soon Hock Holding Logistics Building and Penjuru Logistics Hub amongst others. Along the rear northern flank of the property, at the end of Penjuru Place is the Jurong Penjuru Dormitory 1 and 2. Teban Gardens and Pandan Gardens are 2 neighbouring housing estates located within a 3 km radius and further east and north-east is the Housing And Development Board's (HDB) Clementi estate. The property is located close to the port, the Central Business District (CBD), Jurong Island and Jurong Gateway which will in the near future be Singapore's biggest commercial hub outside the CBD. The property is only about 5 minutes' drive away from the Jurong East MRT Station. Accessibility to other parts of Singapore is facilitated by its proximity to the nearby Ayer Rajah Expressway, Pan-Island Expressway and West Coast Highway.

The property will be leased back to CWT Limited as the Master Lessee, immediately following the completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5 years. We have assumed that the option for renewal will be exercised by the Master Lessee.

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CWT Limited's lease commencing on the date of the completion of the Sale and Purchase for an area of 2,295,994 square feet (subject to survey) is subject to rental escalation of 1.5% p.a. The contracted rent is S$28,929,524 per annum, reflecting a rate of about S$1.05 per square foot per month. The tenant bears all property outgoing expenses including annual land rent, property tax and service charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E items and Lessor's own property management fees.

2) 2 Fishery Port Road, CWT Cold Hub

The property is a cold storage facility comprising a 2-storey "ramp up" warehouse with mezzanine offices. The cold storage warehouses feature high clearance ceiling height and minimal columns.

Other improvements on the site include a guardhouse at the main entrance, reinforced concrete driveways and a concrete ramp leading to the 2nd storey accommodation; turning areas and line marked surface car parking bays and perimeter security fencing. The concrete ramp has been designed to allow two forty-foot containers to travel on the ramp simultaneously.

The Temporary Occupation Permit (TOP) was issued in June 2007 for the building excluding the refrigerant plant room and 1st and 2nd storey cold rooms. The TOP for the refrigerant plant room and 1st and 2nd storey cold rooms was issued in July 2007. The Certificate of Statutory Completion (CSC) for the whole building was issued in March 2008. The building is considered to be in good condition overall.

The property is situated within the food zone near the Penjuru/ Pandan area of the Jurong Industrial Estate which is located at the south-western part of the island and is the largest industrial estate in Singapore. The estate comprises a mix of Jurong Town Corporation (JTC) and privately built warehouse and logistics industrial buildings. Prominent industrial buildings in the vicinity include primary Industries, Ben Foods, NCS Building and Jurong Logistics Hub amongst others. Teban Gardens and Pandan Gardens are 2 neighbouring housing estates located within a 4 km radius and further east and north-east is the Housing And Development Board's (HDB) Clementi estate. These estates provide the necessary public amenities for the industrial establishments in this locality. Several private residential estates and developments are located generally to the north-east. The property is located close to the port, the Central Business District (CBD), Jurong Island and Jurong Gateway which will in the near future be Singapore's biggest commercial hub outside the CBD. The property is less than 10 minutes' drive away from the Jurong East MRT Stattion. Accessibility to other parts of Singapore is facilitated by its proximity to the nearby Ayer Rajah Expressway, Pan-Island Expressway and West Coast Highway.

The property will be leased back to CWT Limited as Master Lessee, immediately following the completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5 years. We have assumed that the option for renewal will be exercised by the Master Lessee.

CWT Limited's lease commencing on the date of the completion of the Sale and Purchase for an area of 341,944 square feet (subject to survey) is subject to rental escalation of 1.5% p.a. The contracted rent is S$9,847,987 per annum, reflecting a rate of about S$2.40 per square foot per month. The tenant bears all property outgoing expenses including annual land rent, property tax and service charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and

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other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E items and Lessor's own property management fees.

3) 51 Alps Avenue, Schenker Megahub

The property is improved with an 8-storey ramp-up warehouse and logistics facility comprising 4 levels of warehouse featuring high clearance and ancillary offices on the even number floors. The 1st, 3rd, 5th & 7th storey warehouse space has dedicated loading/unloading space with the upper floor warehouse being served by a vehicular ramp. The building has a total of 44 loading/unloading bays with dock levellers.

Other improvements on the site include a guardhouse each at two entrances, reinforced concrete driveway, a concrete ramp that goes up to the 7th storey, and line marked surface car parking bays on the 1st storey and perimeter security fencing.

The Temporary Occupation Permit (TOP) was issued in June 2006 whilst the Certificate of Statutory Completion (CSC) was issued in December 2006. The building is considered to be in good condition overall.

The property is situated within the Airport Logistics Park of Singapore (ALPS) which is located at the eastern end of Singapore and adjacent to Changi Airport. Developments within the vicinity comprise purpose built warehousing and logistics facilities that are generally engaged in the air-freight logistic/distribution trade. Prominent developments in the vicinity include warehousing and logistics facilities of DHL Excel, Schenker Logistics, Sandvik, SDV, UPS, Nippon Express, Menlo and Expeditors. An amenity centre accommodating a food court is located nearby. The Changi Airfreight Centre operated by Changi Aviation Authority of Singapore (CAAS), which handles air cargo through Changi Airport is located next to ALPs. Changi North/South Industrial Estates and Changi Business Park are also located nearby.

The property will be leased back immediately following the completion of the Sale and Purchase, to C&P Land Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligations over the term of the Master Lease. The initial lease term will expire on 31 August 2016. There is an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. There will be a rent review at the end of the 5th year of the initial lease term at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.

C&P Land Pte Ltd's lease commencing on the date of the completion of the Sale and Purchase for an area of 439,956 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is S$7,391,386 per annum, reflecting a rate of about S$1.40 per square foot per month. The tenant bears all property outgoing expenses including annual land rent, property tax and service charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E items and Lessor's own property management fees.

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4) 5 Changi South Lane, C&P Changi Districentre

The property comprises a 6-storey "ramp up" warehouse and logistics facility featuring high clearance warehouse areas in conjunction with ancillary office accommodation. The warehouse accommodation is located over 5 storeys whilst the office accommodation is located on the 6th storey and within 5 mezzanine levels.

Other improvements on the site include a guardhouse at the main entrance and another guard house at the side entrance; reinforced concrete driveways, turning areas and line marked surface car parking bays and perimeter security fencing.

The Temporary Occupation Permit was issued in November 2006 and the Certificate of Statutory Completion (CSC) was issued in January 2008. The building is considered to be in good condition overall.

The property is situated within Changi South Industrial Estate which is located at the eastern part of Singapore. Developments within the vicinity comprise other Jurong Town Corporation (JTC) built standard and terrace factories as well as purpose-built multi-storey warehouse or factory buildings that are generally engaged in the air-freight logistic/distribution trade. Developments within the immediate vicinity comprise other purpose-built multi-storey warehouse or factory buildings such as Goodrich Building, UPS Building, Accord Famous Districentre, Kingsmen Creative Centre, Ossia Building and Kian Ann Building amongst others. To the south across Upper Changi Road East are a large vacant plot of land, the MRT Changi Depot, Singapore Expo and Bedok Water Reclamation Plant. Across Simei Avenue to the east is the ITE College East. The Changi Business Park and the rest of the Changi South Industrial Estate are located some distance away to the south-east direction along Xilin Avenue. Further east is the Singapore Changi Airport whilst further west is the Bedok Town Centre. Further to the north is Changi General Hospital and more industrial properties including the Bedok Industrial Park, East Link Light Industrial Factory and Eastech. The Pan-Island Expressway (PIE) is situated to the north of the property, while to the south is Tanah Merah MRT station.

The property will be leased back to C & P Distribution Pte Ltd as Master Lessee, immediately following the completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5 years. We have assumed that the option for renewal will be exercised by the Master Lessee.

C&P Distribution Pte Ltd's lease commencing on the date of completion of the Sale and Purchase for an area of 364,278 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is S$6,119,933 per annum, reflecting a rate of about S$1.40 per square foot per month. The tenant bears all property outgoing expenses including annual land rent, property tax and service charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E items and Lessor's own property management fees.

5) 40 Alps Avenue, Hi-Speed Logistics Centre

The property is improved with a 7-storey logistics facility comprising 4 levels of warehouse with a ramp located on the northern flank of the building, leading from the 1st storey directly to the 3rd storey; and a 7-storey office annexe. The warehouse space has high clearance and dedicated loading/unloading space. The building has a total of 20 loading/unloading bays with dock levellers. Located mainly at

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the front compound are 37 car park lots and there are another 12 lorry/trailer lots at the rear of the building.

Other improvements on the site include a guardhouse at the main entrance, reinforced concrete driveways, a concrete ramp that goes up to the 3rd storey, and line marked surface car parking bays and perimeter security fencing.

The Certificate of Statutory Completion (CSC) was issued in October 2006. The building is considered to be in good condition overall.

The property is situated within the Airport Logistics Park of Singapore (ALPS) which is located at the eastern end of Singapore and adjacent to Changi Airport. Developments within the vicinity comprise purpose built warehousing and logistics facilities that are generally engaged in the air-freight logistic/distribution trade. Prominent developments in the vicinity include warehousing and logistics facilities of DHL Excel, Schenker Logistics, Sandvik, SDV, UPS, Nippon Express, Menlo and Expeditors. An amenity centre accommodating a food court is located nearby. The Changi Airfreight Centre operated by Changi Aviation Authority of Singapore (CAAS), which handles air cargo through Changi Airport is located next to ALPs. Changi North/South Industrial Estates and Changi Business Park are also located nearby.

The property will be leased back immediately following the completion of the Sale and Purchase, to C&P Distribution Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its ultimate parent company, C&P, for its lease obligations over the term of the Master Lease. The initial lease term will expire on 15 October 2016. There is an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. There will be a rent review at the end of the 5th year of the initial lease term at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.

C&P Distribution Pte Ltd's lease commencing on the date of the completion of the Sale and Purchase for an area of 308,626 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is S$5,181234 per annum, reflecting a rate of about S$1.40 per square foot per month. The tenant bears all property outgoing expenses including annual land rent, property tax and service charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E items and Lessor's own property management fees.

6) 3 Changi South Street 3, C&P Changi Districentre 2

The property comprises a 5-storey structure accommodating 3 levels of cargo lift warehouse and 4 levels of ancillary office. The building is configured to provide warehouse accommodation on the 1st, 3rd and 5th storeys with the office accommodation located on the 1st to 4th storeys.

Other improvements on the site include two metal sliding entrance gates, a guardhouse at the main entrance gate, reinforced concrete driveways, line marked surface car parking bays and perimeter security fencing.

The Certificate of Statutory Completion (CSC) was issued in June 1998. The building is considered to be in good condition overall.

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The property is situated within Changi South Industrial Estate which is located at the eastern part of Singapore. Developments within the vicinity primarily comprise Jurong Town Corporation (JTC) built standard and terrace factories as well as purpose-built multi-storey warehouse or factory buildings that are generally engaged in the air-freight logistic/distribution trade. Developments within the immediate vicinity comprise other purpose-built multi-storey warehouse or factory buildings such as Sim Siang Choon Building, KTL Distribution Centre, OCH Industrial Building, tang Logistics Centre, Builders Centre and Freight Link Express Districentre amongst others. Directly to the east is the Tanah Merah Golf Course (Tampines Course) whilst further east is the Singapore Changi Airport. The Laguna National Golf and Country Club is to the south, across Xilin Avenue. The Singapore Expo Centre is located generally to the north-west of the industrial estate. Further to the north-west is Changi General Hospital and more industrial properties including the Bedok Industrial Park, East Link Light Industrial Factory and Eastech. The Pan-Island Expressway (PIE) is situated to the north-west of the property, while generally to the south is the East Coast Parkway. The Expo MRT Station is located nearby.

The property will be leased back to C & P Holdings Pte Ltd as Master Lessee, immediately following the completion of the Sale and Purchase for a period of 5 years and an option to renew of not less than 5 years. We have assumed that the option for renewal will be exercised by the Master Lessee.

C&P Holdings Pte Ltd's lease commencing on the date of the completion of the Sale and Purchase for an area of 105,945 square feet is subject to rental escalation of 1.5% p.a. The contracted rent is S$1,525,666 per annum, reflecting a rate of about S$1.20 per square foot per month. The tenant bears all property outgoing expenses including annual land rent, property tax and service charges including insurance, day-to-day maintenance, cleaning, security, utilities, servicing of lifts and other M&E items but excluding costs and expenses of all repairs of a structural nature, replacement of M&E items and Lessor's own property management fees.

Summary of Property Details

The following table summarises other key property details for each property:

Property Land Area (sm)GFA (sq ft)

Remaining Land Lease Term (Yrs,

approx.)

1) 24 Penjuru Road, CWT Commodity Hub 85,322 2,295,994 25.80

2) 2 Fishery Port Road, CWT Cold Hub 23,681 341,944 56.14

3) 51 Alps Avenue, Schenker Megahub 20,452 439,956 55.58

4) 5 Changi South Lane, C&P Changi Districentre 13,541 364,278 55.79

5) 40 Alps Avenue, Hi-Speed Logistics Centre 15,000 308,626 55.79

6) 3 Changi South Street 3, C&P Changi Districentre 2 6,110 105,945 46.29

Valuation Rationale

In arriving at our opinion of value, we have considered relevant general and economic factors and in particular have investigated recent sales and leasing transactions of comparable properties that have occurred in the industrial property market. We have primarily utilised the Capitalisation Approach and Discounted Cash Flow analysis in undertaking our assessment for each of the Properties.

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Capitalisation Approach

We have utilised a capitalisation approach in which the sustainable net income on a fully leased basis has been estimated having regard to the current passing rental income. From this figure, we have deducted property management fee as all other outgoings including property tax and land rent are tenant's liability. The resultant net income has thereafter been capitalised for the remaining tenure of the respective Properties to produce a core capital value. The yields adopted reflect the nature, location and tenancy profile of the Properties together with current market investment criteria, as evidenced by the sales evidence considered. Thereafter, appropriate capital adjustments have been included relating to rental reversion adjustments and capital expenditure requirements. Discounted Cash Flow Analysis

We have also carried out a discounted cash flow analysis over a 10-year investment horizon in which we have assumed that the Property is sold at the commencement of the eleventh year of the cashflow. This form of analysis allows an investor or owner to make an assessment of the long term return that is likely to be derived from a property with a combination of both rental and capital growth over an assumed investment horizon. In undertaking this analysis, a wide range of assumptions are made including a target or pre-selected internal rate of return, rental growth, sale price of the property at the end of the investment horizon, costs associated with the initial purchase of the property and also its disposal at the end of the investment period. We have investigated the current market requirements for an investment return over a 10-year period from industrial property. We hold regular discussions with investors active in the market, both as purchasers and owners of industrial properties. From this evidence, we conclude that market expectations are currently in the order of 8.0% to 8.5%. We note that the Singapore 10-year bond rate is trading in the order of 2.03% and 2.61% during the last year, indicating a risk premium of between circa 5.4 % and 6.5%. The slightly higher premium for this portfolio reflects the inherent investment risks associated with the properties and the current status of the local bond rate. Our selected terminal capitalisation rates, used to estimate the terminal sale price, takes into consideration perceived market conditions in the future, estimated tenancy and cash flow profile and the overall physical condition of the building in 10 years' time. The adopted terminal capitalisation rate additionally has regard to the duration of the remaining tenure of the Properties at the end of the cash flow period. Summary of Values

Based on the above, the following table outlines the salient valuation assumptions adopted in undertaking our assessment:

Property Cap Rate

Target Discount

Rate (10 yrs)Terminal Cap Rate

Adopted Value (as at 31

October 2009) Value psf

1) 24 Penjuru Road, CWT Commodity Hub 7.25% 8.50% 7.50% 324,900,000 142

2) 2 Fishery Port Road, CWT Cold Hub 7.00% 8.25% 7.25% 130,000,000 380

3) 51 Alps Avenue, Schenker Megahub 7.00% 8.25% 7.25% 100,800,000 229

4) 5 Changi South Lane, C&P Changi Districentre 7.00% 8.25% 7.25% 83,400,000 229

5) 40 Alps Avenue, Hi-Speed Logistics Centre 7.00% 8.25% 7.25% 70,700,000 2296) 3 Changi South Street 3, C&P Changi Districentre 2 7.25% 8.25% 7.50% 19,700,000 186

The aggregate value of the individual values detailed above is S$729,500,000.

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Assessment of Value

We are of the opinion that the Market Value of the leasehold interest in the Properties, subject to the proposed tenancies and occupancy arrangements, is: Total Portfolio – 6 Properties S$729,500,000 (Singapore Dollars: Seven Hundred and Twenty-nine Million and Five Hundred Thousand)

Disclaimer

Mr Li Hiaw Ho, Ms Sim Hwee Yan, and CB Richard Ellis have prepared this Valuation Summary Letter which appears in this prospectus and specifically disclaim liability to any person in the event of any omission from or false or misleading statement included in the prospectus, other than in respect of the information provided within the aforementioned Reports and this Valuation Summary letter. Mr Li Hiaw Ho, Ms Sim Hwee Yan and CB Richard Ellis do not make any warranty or representation as to the accuracy of the information in any other part of the prospectus other than as expressly made or given by CB Richard Ellis in this Valuation Summary letter. CB Richard Ellis has relied upon property data supplied by the Manager which we assume to be true and accurate. CB Richard Ellis takes no responsibility for inaccurate client supplied data and subsequent conclusions related to such data. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, unbiased professional analyses, opinions and conclusions. Messrs Li Hiaw Ho and Sim Hwee Yan have no present or prospective interest in the Properties and have no personal interest or bias with respect to the party/s involved. The valuers’ compensation is not contingent upon the reporting of a predetermined value or direction in value that favours the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event (such as a lending proposal or sale negotiation). We hereby certify that the valuers undertaking these valuations are authorised to practise as valuers and have at least 15 years continuous experience in valuation. Yours sincerely CB Richard Ellis (Pte) Ltd Li Hiaw Ho DipUrbVal (Auck) SNZPI FSISV Sim Hwee Yan BSc (Est. Mgt) Hons FSISV Appraiser's Licence, No. AD041-2445 Appraiser’s Licence No. AD041-20041-55J Executive Director – Valuation & Advisory Services Executive Director - Valuation & Advisory Services

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Knight Frank Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581 Tel: (65) 6222 1333 Fax: (65) 6224 5843 www.knightfrank.com.sg Reg. No. 198205243Z

Other Offices: Knight Frank Estate Management Pte Ltd 3 Lim Teck Kim Road #01-01/02 Singapore Technologies Building Singapore 088934 Knight Frank Shopping Centre Management Pte Ltd 16 Raffles Quay #30-00 Hong Leong Building Singapore 048581 KF Property Network Pte Ltd (Licensee) 167 Jalan Bukit Merah #06-10 Connection One Tower 5 Singapore 150167

31 October 2009 HSBC Institutional Trust Services (Singapore) Limited (as Trustee of Cache Logistics Trust) 21 Collyer Quay #10-01 HSBC Building Singapore 049320 Dear Sirs Valuation Of (1) 2 Fishery Port Road, “CWT Cold Hub” (2) 24 Penjuru Road, “CWT Commodity Hub” (3) 3 Changi South Street 3, “C&P Changi Districentre 2” (4) 5 Changi South Lane, “C&P Changi Districentre” (5) 40 Alps Avenue, “Hi-Speed Logistics Centre” (6) 51 Alps Avenue, “Schenker Megahub” Singapore 1 Instructions

We thank you for your instructions to carry out a formal valuation in respect of the abovementioned properties (the “Properties” and each, a “Property”) for acquisition and corporate finance purposes. We have specifically been instructed to provide our opinion of the Open Market Values of the Properties, prepared as at 31 October 2009, subject to the proposed Master Leases. We have, in accordance with the instructions, prepared formal comprehensive valuation reports (individually a “Report” and collectively the “Report”). Our valuation is our opinion of the Open Market Value, which we would define as intended to mean: "the best price at which the sale of an interest in property might reasonably be expected to have been completed unconditionally for cash consideration on the date of valuation, assuming: (a) a willing, but not anxious, buyer and seller; (b) that prior to the date of valuation, there had been a reasonable period (having regard to the

nature of the property and the state of the market), for the proper marketing of the interest, for the agreement of price and terms and for the completion of the sale;

(c) that the state of the market, level of values and other circumstances were, on any earlier

assumed date of exchange of contracts, the same as on the date of valuation; and (d) that no account is taken of any additional bid by a purchaser with a ‘special interest’.”

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2

1 Instructions

Our valuation has been made on the assumption that the Properties are sold in the open market without the benefit of a deferred term contract or any similar arrangement which would serve to alter the value of the Properties. No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Properties or for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Properties are free from encumbrances, restrictions and outgoings of an onerous nature which could affect value.

In preparing this valuation, we have relied on information provided by ARA – CWT Trust Management (Cache) Limited (the “Manager”) and the Lessees, particularly in respect of such matters as floor areas, proposed leaseback terms and conditions, tenure, building specifications, year of completion, outgoings, annual rent, annual value, etc. Dimensions, measurements and areas are approximations.

We have prepared and provided this summary of the Reports outlining key factors that have been considered in arriving at our opinions of value. The value conclusions reflect all information known by the valuers of Knight Frank Pte Ltd who worked on the valuations in respect to the Properties, market conditions and available data.

2 Reliance on This Letter

This letter alone does not contain all the necessary data and support information included in our Reports. Knight Frank Pte Ltd has provided the Trustee with a comprehensive valuation report for each of the properties. The valuation and market information are not guarantees or predictions and must be read in consideration of the following:

(a) The estimated value is based upon the factual information provided by the Manager. Whilst

Knight Frank Pte Ltd has endeavoured to assure the accuracy of the factual information, it has not independently verified all information provided by the Manager or the Government of Singapore (primarily statistical information relating to market conditions).

(b) The methodologies used by Knight Frank Pte Ltd in valuing the Properties – the Investment

Method and Discounted Cash Flow Analysis – are based upon estimates of future results and are not predictions. These valuation methodologies are summarised in Section 11 of this letter. Each methodology is based on a set of assumptions as to income and expenses of the relevant Property and future economic conditions in the local market. The income and expense figures are mathematically extended with adjustments for estimated changes in economic conditions. The resultant value is considered the best practice estimate but is not to be construed as a prediction or guarantee and is fully dependent upon the accuracy of the assumptions as to income, expenses and market conditions.

(c) The Reports were undertaken based upon information available as at 31 October 2009.

Knight Frank Pte Ltd accepts no responsibility for subsequent changes in information as to income, expenses or market conditions.

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3

3 Leaseback Terms and Conditions The Master Lessee is responsible for all day to day maintenance, land rent, service charge,

insurance, cleaning, security, utilities, servicing of lifts and other M&E items and property tax. The Lessor is responsible for capital expenditure including replacement of M&E equipment, all repairs of a structural nature and the Lessor’s own property management fees.

The profile of the leaseback for the Properties is similar to recent purchases of entire industrial buildings by real estate investment trusts (REITS). These properties are subject to future payment of ground rentals to the Head Lessor and most transactions involved sale and leaseback at triple net rental basis (i.e. net of land rent, property tax and all outgoings) or other special financial arrangements.

The initial annual rents of the Properties are as follows:

Property Initial Annual Rent

CWT Cold Hub $ 9,847,987

CWT Commodity Hub $28,929,524

C&P Changi Districentre 2 $ 1,525,666

C&P Changi Districentre $ 6,119,933

Hi-Speed Logistics Centre $ 5,181,234

Schenker Megahub $ 7,391,386

Total $58,995,730

The rent will be subject to increase annually by 1.5% over the preceding year’s rent.

4 Summary of CWT Cold Hub Brief Description

CWT Cold Hub is located on the western side of Fishery Port Road, off Jalan Buroh, within Jurong Industrial Estate and approximately 21.0 km from the City Centre. It is located within a food zone. It is a 2-storey ramp-up cold storage logistics facility comprising warehouses with mezzanine offices. The building offers variable temperature control for a variety of food usages. The Temporary Occupation Permits for the subject property were issued on 13 June 2007 and 9 July 2007. The Certificate of Statutory Completion was issued on 20 March 2008. Lease Condition CWT Cold Hub will be leased back to CWT Limited as the Master Lessee. The initial lease term is for 5 years from the date of completion of the Sale and Purchase with an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.

The initial annual rental is $9,847,987/-, reflecting $25.83 psm (or about $2.40 psf) per month over the gross floor area.

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4

5 Summary of CWT Community Hub Brief Description

CWT Community Hub is located on the western side of Penjuru Road, bounded by Penjuru Place and Penjuru Close, off Jalan Buroh, within Jurong Industrial Estate and approximately 16.5 km from the City Centre. It is located directly opposite Pandan Reservoir. It comprises a 10-storey office annexe block adjoining two building blocks of 5-storey ramp-up warehouse and logistics facility featuring high clearance warehouse areas in conjunction with ancillary office accommodation; and a 5-storey warehouse with mezzanine office. The development was built in 2 phases; Phase 1 comprising the 10-storey office annexe block and the front block of 5-storey warehouse (Warehouse 1 & 2) and the driveway ramp and Phase 1A comprising the rear block of 5-storey warehouse (Warehouse 3, 4 & 5) which is an extension to the Phase 1 block and a 2-storey warehouse (Warehouse 6) which is located to the rear of the ramp. The ramp located between Warehouses 1 & 3 provides the connecting link to all the warehouse space, including Warehouse 6.

Lease Condition

CWT Community Hub will be leased back to CWT as the Master Lessee. The initial lease term is for 5 years from the date of completion of the Sale and Purchase with an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.


6 Summary of C&P Changi Districentre 2 Brief Description

C&P Changi Districentre 2 is located on the eastern side of Changi South Street 3, off Changi South Avenue 2/Xilin Avenue, within Changi International LogisPark (South) and approximately 15.0 km from the City Centre. It is a 5-storey cargo lift logistics facility comprising warehouses on the 1st, 3rd, 3rd mezzanine and 5th storeys and a 4-storey ancillary office building. The Certificate of Statutory Completion for the subject property was issued on 1 June 1998.

Lease Condition

C&P Changi Districentre 2 will be leased back to C&P Holdings Pte Ltd as the Master Lessee. The initial lease term is for 5 years from the date of completion of the Sale and Purchase with an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.


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5

7 Summary of C&P Changi Districentre Brief Description

C&P Changi Districentre is located on the north-eastern side of Changi South Lane, off Upper Changi Road/Simei Avenue, within Changi International LogisPark (South) and approximately 15.0 km from the City Centre. It is a 6-storey ramp-up logistics facility comprising warehouses and associated mezzanine offices from 1st to 5th storeys and ancillary office at 6th storey. It is one of the only two ramp-up warehouses in Changi South. The Temporary Occupation Permit and the Certificate of Statutory Completion for the subject property were issued on 29 November 2006 and 11 January 2008 respectively. Lease Condition C&P Changi Districentre will be leased back to C&P Distribution Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its ultimate parent company, C&P Holdings Pte Ltd, for its lease obligations over the term of the Master Lease. The initial lease term is for 5 years from the date of completion of the Sale and Purchase with an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee. The initial annual rental is $6,119,933/-, reflecting $15.07 psm (or about $1.40 psf) per month over the gross floor area.

8 Summary of Hi-Speed Logistics Centre Brief Description

Hi-Speed Logistics Centre is located on the western side of Alps Avenue, off Changi Coast Road, within Airport Logistics Park of Singapore (ALPS) and approximately 25.0 km from the City Centre. It is a 7-storey logistics facility comprising warehouses on the 1st, 3rd, 5th and 7th storeys with a ramp leading from the 1st storey directly to the 3rd storey and a 7-storey office annex. The Certificate of Statutory Completion for the subject property was issued on 9 October 2006. Lease Condition Hi-Speed Logistics Centre will be leased back immediately following the completion of the Sale and Purchase, to C&P Distribution Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its ultimate parent company, C&P Holdings Pte Ltd, for its lease obligations over the term of the Master Lease. The initial lease term will expire on 15 October 2016. There is an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. There will be a rent review at the end of the 5th year of the initial lease term at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee. The initial annual rental is $5,181,234/-, reflecting $15.06 psm (or about $1.40 psf) per month over the gross floor area.

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9 Summary of Schenker Megahub Brief Description

Schenker Megahub is located on the eastern side of Alps Avenue, off Changi Coast Road, within Airport Logistics Park of Singapore (ALPS) and approximately 25.0 km from the City Centre. It is an 8-storey ramp-up logistics facility comprising warehouses on the 1st, 3rd, 5th and 7th storeys with associated mezzanine ancillary offices on the 2nd, 4th, 6th and 8th storeys. The building is built with temperature and humidity controlled facilities including pharmaceutical, nutritional storage rooms and cold room. The Temporary Occupation Permit and the Certificate of Statutory Completion for the subject property were issued on 20 June 2006 and 29 December 2006 respectively.

Lease Condition

Schenker Megahub will be leased back immediately following the completion of the Sale and Purchase, to C&P Land Pte Ltd as the Master Lessee, to be backed by the Corporate Guarantee from its ultimate parent company, C&P Holdings Pte Ltd, for its lease obligations over the term of the Master Lease. The initial lease term will expire on 31 August 2016. There is an option to renew of not less than 5 years at a revised rent to be agreed between the Trustee and the Master Lessee. There will be a rent review at the end of the 5th year of the initial lease term at a revised rent to be agreed between the Trustee and the Master Lessee. We have assumed that the option for renewal will be exercised by the Master Lessee.


10 Summary of Property Details

The following table summarises other key property details for each of the Properties:

Property Land Area

(sm) Gross Floor Area (sm)

Tenure

Master Plan 2008

CWT Cold Hub *

23,681.4

31,767.66

Leasehold 30+30 years with effect from 20 December 2005 (Balance of about 56.1 years as at 31 October 2009)

Business 2 with a gross

plot ratio of 2.5

CWT Commodity Hub **

85,322.1

213,304.99

Leasehold 29 years with effect from 19 August 2006 (Balance of about 25.8 years as at 31 October 2009)


plot ratio of 2.5

Notes:

* The gross floor area with double counting is 57,459.62 sm which reflects a gross plot ratio of 2.4401. According to the

URA’s Grant of Written Permission of 8 August 2006, the overall plot ratio is 1.349 (gross).

** According to the URA’s Grant of Written Permission of 13 April 2009, the overall plot ratio is 2.49 (gross).

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7

10 Summary of Property Details

Property Land Area

(sm) Gross Floor Area (sm)

Tenure

Master Plan 2008

C&P Changi Districentre 2 *

6,109.5

9,842.60

Leasehold 30+30 years with effect from 16 February 1996 (Balance of about 46.3 years as at 31 October 2009)


plot ratio of 2.0


13,540.7

33,842.60

Leasehold 30+30 years with effect from 16 August 2005 (Balance of about 55.8 years as at 31 October 2009)


plot ratio of 2.5


15,057.0

28,672.29

Leasehold 30+30 years with effect from 16 August 2005 (Balance of about 55.8 years as at 31 October 2009)


plot ratio of 2.0

Schenker Megahub

20,452.0

40,873.3

Leasehold 30+30 years with effect from 1 June 2005 (Balance of about 55.6 years as at 31 October 2009)


plot ratio of 2.0

Note:

* The JTC allowable gross plot ratio is not less than 1 and not more than 1.6. According to the URA’s Grant of Written

Permission of 6 October 2008, the overall plot ratio shall not exceed 1.6932 (gross).

11 Valuation Rationale

We have valued the Properties by the Investment Method and the Discounted Cash Flow Method.

Investment Method In the Investment Method, the proposed leaseback net rental has been adjusted to reflect Lessor’s

own property management fees producing a net income. The net income of the property is capitalized for the balance term of the lease tenure at a yield rate

which is appropriate for the type of use, tenure and reflective of the quality of the investment, based on analysis of yields reflected in the sales of other property types. Capital adjustment such as capital expenditure is then made to derive the capital value of the Property.

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11 Valuation Rationale

Discounted Cash Flow Analysis

A valuation using the Discounted Cash Flow (DCF) model is carried out over a period of about ten years from 31 October 2009 (the material date) to 31 December 2019 for the Property. The date of commencement for the leaseback will start from the date of completion of the Sale and Purchase which will be slightly later than the material date of valuation. The valuation of the Property is based on the proposed rental, terms and conditions of the leaseback. Technically, the rental from the leaseback is assumed to commence as at the material date of valuation.

The Property is hypothetically assumed to be sold after the end of the tenth year. The cash outflows (comprising operating expenses) where applicable are deducted from the cash inflows of the Property (comprising rental income) to obtain the net cash flow. The stream of net cash flow is discounted at an estimated required rate of return applicable to that class of property to obtain the Net Present Value.

The Discounted Cash Flow is used as the Property is an income producing Property. This form of analysis reflects investors’ decision-making process and values the Property in such a manner as to attain the desired level of investment return commensurate with the risk of that asset class. This method is also more precise as it takes into account the timing of receipts and payments. In undertaking this analysis, we have also used a wide range of assumptions including rental growth during holding period and capital expenditure allowance, etc.

One key component of the DCF model is the estimation of two rates. One is the hurdle rate at which investors will discount the income stream over the assumed 10-year investment horizon. The second is the terminal yield for the asset, which is used to capitalise the income from year 11 onwards, to derive the terminal value of the asset after providing disposal cost and related expenses. The terminal value took into account the remaining tenure of the lease.

Based on the above, the following table outlines the salient valuation assumptions adopted in

undertaking our assessment:

Property Capitalisation Rate Terminal Yield Target Discount Rate

(10 years)

CWT Cold Hub 7.00% 7.25% 8.25%

CWT Commodity Hub 7.25% 7.50% 8.50%

C&P Changi Districentre 2 7.25% 7.50% 8.25%

C&P Changi Districentre 7.00% 7.25% 8.25%

Hi-Speed Logistics Centre 7.00% 7.25% 8.25%

Schenker Megahub 7.00% 7.25% 8.25%

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12 Summary of Values

We are of the opinion that the Open Market Values of the unencumbered interest in the Properties, as at 31 October 2009, subject to the proposed Master Leases, are:

Property Open Market Value

As At 31 October 2009 2 Fishery Port Road “CWT Cold Hub” Singapore 619746

$129,100,000/-

24 Penjuru Road “CWT Commodity Hub” Singapore 609128

$326,100,000/-

3 Changi South Street 3 “C&P Changi Districentre 2” Singapore 486351

$ 19,800,000/-

5 Changi South Lane “C&P Changi Districentre” Singapore 486045

$ 83,200,000/-

40 Alps Avenue “Hi-Speed Logistics Centre” Singapore 498781

$ 70,900,000/-

51 Alps Avenue “Schenker Megahub” Singapore 498783

$101,200,000/-

GRAND TOTAL

$730,300,000/-

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13 Assumptions, Disclaimers, Limitations & Qualifications

Knight Frank Pte Ltd has relied upon property data supplied by the Manager which we assume to be true and accurate. Knight Frank Pte Ltd takes no responsibility for inaccurate data supplied by the Manager and subsequent conclusions related to such data. This valuation is provided subject to the assumptions, qualifications, limitations and disclaimers detailed throughout this letter which are made in conjunction with those included within the Assumptions, Qualifications, Limitations & Disclaimers section located at the end of this letter. Reliance on this letter and extension of our liability is conditional upon the reader’s acknowledgement and understanding of these statements. Use by, or reliance upon this document for any other purpose if not authorised, Knight Frank Pte Ltd is not liable for any loss arising from such unauthorised use or reliance. The document should not be reproduced without our written authority. The valuer has no pecuniary interest that would conflict with the proper valuation of the property. We hereby certify that our valuers undertaking the valuation are authorised to practice as valuers and have the necessary expertise and experience in valuing similar types of properties. Yours faithfully Knight Frank Pte Ltd

Low Kin Hon B.Sc.(Estate Management) Hons. MSISV Executive Director Head, Valuation

Woo Ai Lian MBA, B.Sc.(Estate Management) Hons. MSISV Director Valuation

APPENDIX F

INDEPENDENT LOGISTICS PROPERTY MARKET RESEARCH REPORT

F-1

Independent Review of the Logistics Property Market Prepared for ARA-CWT Trust Management (Cache) Limited

23rd February 2010

F-2

DTZ Debenham Tie Leung (SEA) Pte Ltd

100 Beach Road #35-00 Shaw Tower Singapore 189702 Tel: +65 6293 3228 Fax: +65 6292 1633/6298 9328 www.dtz.com/sg

ROC Registered No. 199501391G

ARA-CWT Trust Management (Cache) Limited 6 Temasek Boulevard #16-02 Suntec Tower Four Singapore 038986

23rd February 2010

Dear Sir,

INDEPENDENT REVIEW OF THE LOGISTICS PROPERTY MARKET

Thank you for appointing DTZ Debenham Tie Leung (SEA) Pte Ltd to undertake an independent

review of the logistics property market.

We are pleased to submit our report which comprises an overview of the logistics industry, review

of the Asia Pacific and Singapore logistics markets, the Singapore warehouse property market and

review of the Cache Logistics Trust Property Portfolio.

Yours faithfully,

ONG Choon Fah (Mrs) Executive Director & Head of Consulting (South-east Asia)

Encl.

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Independent Review of the Logistics Property Market Contents

C O N T E N T S

Section Page

1. Introduction 1

2. Overview of the Logistics Industry 2.1 Specialised Logistics – Cold Supply Chain and Commodity Logistics 2.2 Logistics Service Providers 2.3 Top Logistics Service Providers 2.4 Real Estate for Logistics

11223

3. The Asia Pacific Logistics Market 3.1 Contract Logistics Players in Asia Pacific 3.2 Market Trends and Outlook 3.3 Major Logistics Markets in Asia Pacific

3.3.1 Geographic Advantages 3.3.2 Logistics Performance Index 3.3.3 Overview of Major Logistics Market

3.3.3.1 Japan 3.3.3.2 Hong Kong SAR 3.3.3.3 China

44566788910

4. Overview of the Singapore Logistics Market 4.1 The Singapore Economy 4.2 Business and Trade Environment 4.3 The Singapore Logistics Industry

4.3.1 Key Infrastructure Nodes 4.3.1.1 Seaport 4.3.1.2 Airport 4.3.1.3 Road and Rail Infrastructure

4.3.2 Key Logistics Service Providers 4.3.2.1 Global Logistics Companies 4.3.2.2 Singapore-based Logistics Companies

4.3.3 Trends and Developments 4.3.4 Industry Initiatives

4.3.4.1 Economic Review Committee Working Group on Logistics 4.3.4.2 Supporting Agencies

4.3.5 SWOT Analysis 4.4 Market Outlook

1111111415151616171719192020202121

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Independent Review of the Logistics Property Market Contents

5. Overview of Singapore Warehouse Property Market 5.1 Introduction 5.2 Warehouse Stock

5.2.1 Logistics Parks 5.2.1.1 Airport Logistics Park of Singapore (ALPS) 5.2.1.2 Changi International LogisPark 5.2.1.3 Banyan and Meranti LogisParks 5.2.1.4 Clementi West LogisPark 5.2.1.5 Toh Guan and Toh Tuck LogisParks

5.2.2 Warehouse Clusters 5.2.2.1 Distriparks 5.2.2.2 Jurong Industrial Estate

5.3 Largest Warehouses 5.4 Warehouse Types

5.4.1 Ramp-up Warehouses 5.4.1.1 Building Specifications 5.4.1.2 Selected Ramp-up Warehouses 5.4.1.3 Advantages and Limitations

5.4.2 Specialised Warehouses 5.4.2.1 LME Approved Warehouses 5.4.2.2 Cold Stores

5.5 Demand and Occupancy 5.6 Rental Trend 5.7 Price Trend 5.8 Investment Sales 5.9 Potential Supply 5.10 Market Outlook

222222232627272728282828303030303132333334353537374042

6. Review of Cache Logistics Trust’s Property Portfolio 6.1 Introduction 6.2 Properties in Jurong Industrial Estate

6.2.1 CWT Commodity Hub 6.2.2 CWT Cold Hub

6.3 Properties in Airport Logistics Park of Singapore (ALPS) 6.3.1 Schenker Megahub 6.3.2 Hi-Speed Logistics Centre

6.4 Properties in Changi International LogisPark (South) 6.4.1 C&P Changi Districentre 6.4.2 C&P Changi DC II

6.5 SWOT Analysis 6.6 Competitor Analysis 6.7 Portfolio Analysis

4343454546464647474747484950

AppendixLimiting Conditions

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Independent Review of the Logistics Property Market Page 1

Independent Review of the Logistics Property Market

1. Introduction DTZ has been commissioned by ARA-CWT Trust Management (Cache) Limited to conduct an independent market review of the logistics industry with respect to its property portfolio for listing.

The property portfolio comprises six warehouse and logistics properties, namely: CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, Hi-Speed Logistics Centre, C&P Changi Districentre and C&P Changi Districentre 2.

2. Overview of the Logistics Industry Logistics management is “that part of supply chain management that plans, implements, and controls the efficient, effective forward and reverse flow and storage of goods, services and related information between the point of origin and the point of consumption in order to meet customers' requirements” 1 . It plays an important role in the supply chain, focusing on the management of the movement of goods.

Effective logistics management helps companies achieve higher revenue and optimal business outcomes through effective distribution of goods, which lowers overall production costs. The emergence of the global supply chain increases the external sourcing of raw materials and exporting of finished goods globally. This further highlights the increasing importance of logistics management.

Getting goods to be at the right place, at the right time and in the right quantity is the essence of logistics.

2.1 Specialised Logistics – Cold Supply Chain and Commodity Logistics Companies are increasingly outsourcing their logistics activities to specialists who provide specialised knowledge and expertise to reduce costs and achieve greater efficiencies. With outsourcing, companies can then focus on their core competencies.

Cold supply chain, commodity logistics, reverse logistics and green logistics are examples of specialised logistics businesses. Cold supply chains, in particular, are garnering interest and importance in Asia Pacific.

A cold chain is a temperature-controlled supply chain. An unbroken cold chain is an uninterrupted link where products are kept at proper temperature range at all stages from production, transportation and storage to distribution. It ensures and extends the shelf life of products such as fresh agricultural produce, processed foods, chemicals and pharmaceutical products.

The cold supply chain is considered to be in its nascent stage in Asia Pacific. This, however, is likely to change since demand for cold stores is expected to increase due to increasing affluence and retail spending in the region.

As the region develops, changing lifestyles and eating habits of Asians have led traditional wet markets to be replaced by supermarkets and hypermarkets. Consumers are seeking greater convenience, hence, going for more packaged and frozen food or imported products. This will directly raise the demand for cold stores.

Nevertheless, the high initial set-up and operation costs of a cold store have raised entry barriers. The initial investment cost for a cold store is significantly higher than an ambient warehouse facility. This is exacerbated by high land cost. As a result, it is paramount for cold store operators to ensure high productivity and space optimisation to control costs. To optimise space, cold stores

1 Source: Council of Supply Chain Management Professionals.

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are usually custom-designed according to the intended food products to maximize space utilisation and increase profitability. Increasingly, there is a growing trend for fully automated solutions. The ability of the cold store operator to innovate, increase storage capacity and operation efficiency is critical to its competitiveness.

In Singapore, there are also warehouses licensed for commodities trading or storage.

Commodities can be traded physically or through derivatives in regulated commodities exchange such as London Metal Exchange (LME), New York Mercantile Exchange, NYSE Euronext and Tokyo Commodity Exchange.

Warehouses that are approved by these Exchanges support the trading of futures and options contracts. The facility has to meet a stringent set of criteria before it can be approved as an official warehouse to support such trading activities.

CWT Limited is a licensed operator which provides storage facilities for LME warranted cargo. The subject property, CWT Commodity Hub, is an approved warehouse for LME 2 . CWT Commodity Hub is also one of the 500 LME-approved warehouses in USA, Europe, the Middle East and the Far East. The approved warehouses are generally located in areas with high consumption or a natural trading hub for the shipment of goods.

In the case of LME-approved warehouses, producers will sell their metals to LME warehouse operators, in exchange for a warrant issued via their London agent. The warrant will be allocated to the buyer and arrangement will be made with the LME warehouse operator for outward deliveries of the goods. As LME is used for hedging, only about 0.5% of the goods in LME warehouses are physically delivered from the warehouse3.

2.2 Logistics Service Providers Organisations are increasingly engaging logistics specialists to take over their logistics operations as they expand. The external logistics specialist who handles its client’s logistics activities is known as a third-party logistics (3PL) service provider. 3PLs provide global services, relationships and technologies to handle requirements from larger manufacturers. Outsourcing of logistics activities allow companies to reduce costs and achieve greater efficiencies as 3PLs are capable of providing specialised knowledge and expertise. Customers of 3PLs can then focus on their core competencies.

Many logistics companies offer value-added services at their warehouses. These services include packaging and after market services, e.g. handling of returned goods and assembling of components. At times, 3PLs also develop customised warehouses for dedicated customers.

3PLs are expanding their roles, evolving into different types such as fourth-party logistics (4PLs) and lead logistics providers (LLPs), with increasing levels of integration with their clients.

2.3 Top Logistics Service Providers As at the end of April 2009, DHL, CEVA Logistics and Kuehne+Nagel are the world’s largest contract logistics service providers with total revenue of SGD36.6 bil4. The Asia Pacific logistics market is mainly led by Japanese companies such as Hitachi Transport, Sankyu and Mitsubishi Logistics Corporation.

While Singapore’s logistics industry is highly fragmented (i.e. a mix of SMEs and global players), the global logistics scene is dominated by a few players with international coverage.

DHL is the top 3PL warehouse operator in the world, in terms of the total warehouse space which the companies operate. The company has expanded significantly over the last ten years, mainly

2 9,290 sq m (100,000 sq ft) of GFA in CWT Commodity Hub is licensed as approved warehouse space for plastics and metals 3 Source: The London Metal Exchange Limited 4 Source: The Global Contract Logistics 2009 report by Transport Intelligence.

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through acquisition. Agility, which has large facilities in the Middle East, is the second largest warehouse operator. CEVA ranks third globally (Figure 2.1).

Figure 2.1: Largest Global 3PL Warehouse Operators (2007)5

23,000

12,000

8,600

6,000

4,000 4,000 3,400 3,250 3,000 2,510

-

5,000

10,000

15,000

20,000

25,000

DH

L

Agi

lity

CEVA

Kue

hne

+ N

agel

Sch

enke

r AG

(Deu

tsch

e Bah

n)

Nor

bert

Den

tress

angl

e

Gen

co L

ogis

tics

UPS S

CS

Geo

dis

CAT

Logi

stic

s

Warehouse Space ('000 sq m)

Source: Transport Intelligence, DTZ Consulting, February 2010

2.4 Real Estate for Logistics Warehousing is one of the principal elements in logistics management. It refers to activities that involve storage of goods on a large-scale in a systematic and orderly manner, so that they are available when needed. A warehouse supports manufacturing, mixes products from multiple production facilities to a single customer, break-bulk and consolidates small shipments. Increasingly, companies prefer to lease properties in revolving contracts than to owning as they adopt asset-light strategies to reduce the fixed cost of their businesses. Likewise, logistics companies are moving from owning to leasing. Often, they enter into sale-and-leaseback agreements with investors.

The five types of warehouse distribution buildings are:

Type Description

Regional warehouse Serves tenants for warehousing and distributing goods in local and regional settings. Such a warehouse has limited manufacturing space

Bulk warehouseRefers to a warehouse that is larger than 9,290 sq m6 with extensive loading capacity to serve large space users. A bulk warehouse has limited office and manufacturing areas

Heavy distribution Such a warehouse is used for distribution rather than storage. It does not have any manufacturing space and less than 5% is used for office/ administration use

Refrigerated distribution (Cold Store)

Refers to a warehouse that is used to store goods e.g. perishables for distribution purposes

Rack-supported warehouse

A warehouse that is configured with separate storage and shipping areas. A rack-supported warehouse usually has high ceiling height and storage rack system

Source: Yap and Circ, Guide to Classifying Industrial Property (Washington, D.C.: Urban Land Institute (ULI) 2003), DTZ Consulting, February 2010

5 Global Distribution & Warehousing 2008, Transport Intelligence 6 All floor areas in this report were converted using the rate of 1 sq m = 10.7639 sq ft.

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3. The Asia Pacific Logistics Market The Asia Pacific contract logistics market size has been growing by more than 10% annually since 2004. As at 2007, the total market size was SGD79,115 mil7. Growth of the market was largely influenced by the two major economies: Japan (43%) and China (20%). Singapore contributed 1% to the total contract logistics market in 2007 while Hong Kong SAR contributed 2% in the same year.

There is considerable potential for the Asia Pacific contract logistics market to grow. Currently, the contract logistics market in the region has a penetration rate of only 10%. In other words, 90% of the logistics activities representing an estimated contract value of SGD745,306 mil in Asia Pacific is conducted in-house. As retailers and manufacturers in the region continue to focus on their operational efficiency and profitability, the demand for outsourcing of their logistics operations to 3PLs is expected to increase. These are often located close to container terminals, multi-modal transport facilities or in Free Trade Zones (FTZ) (Table 3.1).

Table 3.1: Major Free Trade Zones Country/ City Free Trade Zones Location

Keppel Distripark Near PSA Singapore Terminals

Pasir Panjang Distripark Pasir Panjang Wharves Singapore

Free Trade Zones at Jurong Port, Sembawang Wharves, Pasir Panjang Wharves, Changi Airport, Airport Logistics Park of Singapore (ALPS)

Hong Kong SAR ATL Logistics Centre Hong Kong Kwai Chung Container Terminal

Shanghai Waigaoqiao FTZ Waigaoqiao Wharves

Tianjin Port Free Trade Zone Tianjin Port China Futian Free Trade Zone Yantian Port Free Trade Zone Shatoujiao Free Trade Zone

Shenzhen

Japan Naha Free Trade Zone Okinawa


There are many well-established logistics centres and distribution parks in Asia Pacific. Ports in the region have shifted or are shifting from their emphasis on traditional cargo-handling services to value-added logistics services to remain competitive.

3.1 Contract Logistics Players in Asia Pacific Similar to the global market, the contract logistics market in Asia Pacific is highly fragmented, comprising 81% of the total market. The remaining 19% are formed by large players, mainly Japanese companies. The top three players, Hitachi Transport (3.8%), Sankyu (3.7%) and Mitsubishi Logistics Corporation (2.6%) have each achieved revenue of over SGD2.0 bil in 2007 (Figure 3.1).

7 Source: Transport Intelligence (September 2008), Asia Pacific Transport & Logistics 2008.

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Figure 3.1: Top 10 Contract Logistics Service Providers in Asia Pacific (2007)

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Hita

chi T

rans

port

San

kyu

Mits

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ics

Cor

pora

tion

DH

L

Yam

ato

Hol

ding

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TNT

Nip

pon

Exp

ress

Ker

ry L

ogis

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Toll

Asi

a

Sen

ko

Contract Value (SGD mil)

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

Market Share (%)

3.8% 3.7%

2.6%

2.0%

1.5%1.3%

1.2%0.9% 0.9% 0.9%


3.2 Market Trends and Outlook A larger share of expertise expenditure on logistics is expected to be outsourced to 3PLs. There is an increasing demand for 3PLs to increase their market penetration as customers look for supply chain integration through one-stop integrated logistics service providers. The market is expected to continue to consolidate as players aspire to serve all their clients’ needs.

Contract logistics and freight forwarding are two important aspects of the logistics market. Transport Intelligence forecasted that the Asia Pacific contract logistics market will grow at a CAGR of 11.3% between 2007 and 2011 to reach SGD121,329 mil. The Asia Pacific contract logistics market is expected to be the second largest market in the world, after Europe. Growth is expected to be driven mainly by China, Vietnam and Malaysia, which are expected to experience the highest CAGRs of above 20% between 2007 and 2011. Singapore is expected to grow at a CAGR of 16.0% to SGD1,809 mil in 2011 while Japan is expected to experience the slowest CAGR of 2.8% (Table 3.2).

Table 3.2: Selected Asia Pacific Contract Logistics Market Country 2007

(SGD mil) Growth

(2006-07) 2011 Forecast

(SGD mil) CAGR

(2007-2011) Vietnam 458 26.7% 1,194 27.1% Malaysia 1,024 19.1% 2,358 23.2% China 16,070 24.8% 35,251 21.7% Indonesia 2,222 11.2% 4,079 16.4% Singapore 999 22.4% 1,809 16.0% Thailand 1,318 20.0% 2,368 15.8% India 5,109 17.4% 8,965 15.1% Taiwan 2,640 13.7% 4,212 12.4% South Korea 6,663 11.5% 10,559 12.2% Hong Kong SAR 1,371 15.8% 2,173 12.2% Japan 33,462 3.9% 37,370 2.8%


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The Asia Pacific freight forwarding market is expected to grow at 9.6% CAGR between 2007 and 2011. Singapore, with the top container port8 and 10th busiest cargo airport9 in the world, will continue to be an important logistics hub in Asia Pacific, especially in South-east Asia. However, Japan and China are expected to continue to dominate the Asia Pacific market. Furthermore, significant growth in the Chinese economy, coupled with the relatively static Japanese economy, will strengthen China’s position in the logistics market. It is expected to erode some of Japan’s market share in the next few years (Table 3.3).

Table 3.3: Asia Pacific Freight Forwarding Country 2007

(SGD mil) Growth

(2006-07) 2011 Forecast

(SGD mil) CAGR

(2007-2011) India 3,694 28.3% 7,487 19.3% Indonesia 1,846 16.3% 3,614 18.3% Vietnam 989 20.4% 1,776 15.8% China 19,022 18.9% 31,536 13.5% South Korea 6,675 13.9% 10,374 11.8% Sri Lanka 189 11.2% 284 10.6% Singapore 5,577 13.9% 7,769 8.6% Hong Kong 5,357 12.2% 7,111 7.3% Thailand 2,794 10.4% 3,620 6.7% Japan 13,089 5.2% 14,837 3.2%


3.3 Major Logistics Markets in Asia Pacific Singapore, China, Hong Kong SAR and Japan form the major logistics hubs in Asia Pacific. While the latter three mainly serve North Asia, Singapore has the geographical advantage for serving South-east Asia, India as well as Australasia.

3.3.1 Geographic Advantages Geographic location is one of the keys to the success of a logistics hub. The trend is towards locating near multi-modal transportation networks, where sea, air, road and rail can be used as modes of transport for freight movements.

The sea port is an important criterion for a successful logistic hub as majority of freight movement from Asia Pacific is maritime-based. Eight of the top ten container ports globally are located in Asia. The sea ports in Singapore, Shanghai and Hong Kong SAR are the three top global container terminals, with throughput of over 20 million TEUs each (Table 3.4).

Table 3.4: Top 10 Global Container Ports (2008) Rank City Total Throughput (TEUs) Annual Change

1 Singapore 29,973,000 7.4% 2 Shanghai 28,006,400 7.1% 3 Hong Kong SAR 24,494,000 2.1% 4 Shenzhen 21,416,400 1.5% 5 Busan 13,420,000 1.2% 6 Dubai 11,800,000 10.8% 7 Guangzhou 11,001,400 18.8% 8 Ningbo-Zhoushan 10,933,700 15.9% 9 Rotterdam 10,700,000 0.1% 10 Qingdao 10,024,400 5.9%

Source: Cargo System, DTZ Consulting, February 2010

8 Source: Cargo System 9 Source: Airports Council International

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Hong Kong International Airport, Shanghai Pudong International Airport, Tokyo Narita International Airport and Singapore Changi Airport are some of the top airports for cargo tonnage (Table 3.5). While most cargo terminals experienced a double digit decline in terms of cargo tonnage due to the economic crisis, those in Asia have not been as badly affected. Shanghai experienced an increase in cargo tonnage of 1.7% in 2008, overtaking Incheon as the third largest air cargo terminal. Singapore jumped one spot to become the 10th largest air cargo terminal globally in 2008, despite a 1.8% fall in overall cargo tonnage and remained the top cargo airport in South-east Asia.

Table 3.5: Top 10 Airports for Cargo (2008)

Source: ACI, DTZ Consulting, February 2010

3.3.2 Logistics Performance Index10

The latest World Bank’s 2010 Logistics Performance Index (LPI) ranked Singapore second, after Germany, among the 155 countries surveyed.

The LPI measures the performance of logistics in six areas, reflecting the most important aspects of the logistics environment:

� Efficiency of the customs clearance process; � Quality of trade and transport-related infrastructure; � Ease of arranging competitively priced shipments; � Competence and quality of logistics services; � Ability to track and trace consignments; and � Frequency with which shipments reach the consignee within the scheduled or expected

time.

Singapore topped the ranking in terms of international shipments. It ranked second for customs and fourth for infrastructure. The strong ranking for Singapore in the LPI demonstrates the attractiveness of Singapore as a logistics hub, which underpins demand for logistics properties (Table 3.6).

10 The World Bank’s Logistics Performance Index, based on the survey of global operators including global freight forwarders and express carriers, provides feedback on the logistics ‘friendliness” of the countries in which they operate and those with which they trade. Feedback from operators was supplemented by objective data on the performance of key components of the logistics chain in the home countries.

Rank(2008)

Rank(2007) City Total Cargo

(metric tonnes) Annual Change

1 1 Memphis Tn 3,695,438 (3.8%) 2 2 Hong Kong SAR 3,660,901 (3%) 3 4 Shanghai 2,602,916 1.7% 4 5 Incheon 2,423,717 (5.2%) 5 3 Anchorage AK 2,339,831 (17.2%) 6 6 Paris 2,280,050 (0.8%) 7 8 Frankfurt 2,111,031 (2.7%) 8 7 Tokyo 2,100,448 (6.8%) 9 9 Louisville KY 1,974,276 (5.0%) 10 11 Singapore 1,883,894 (1.8%)

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Table 3.6: Ranking of Logistics Performance Index (LPI)

Ove

rall

LPI

2010

Cus

tom

s

Infr

astr

uctu

re

Inte

rnat

iona

lSh

ipm

ents

Logi

stic

s Q

ualit

y &

C

ompe

tenc

e

Trac

king

&

Trac

ing

Tim

elin

ess

Germany 1 3 1 9 4 4 3 Singapore 2 2 4 1 6 6 14 Sweden 3 5 10 2 2 3 11 The Netherlands 4 4 2 11 3 9 6 Luxembourg 5 1 9 7 21 19 1 Switzerland 6 12 6 25 1 1 15 Japan 7 10 5 12 7 8 13 United Kingdom 8 11 16 8 9 7 8 Belgium 9 9 12 26 5 2 12 Norway 10 6 3 24 13 10 10 Hong Kong SAR 13 8 13 6 14 17 26 China 27 32 27 27 29 30 36

Source: World Bank, DTZ Consulting, February 2010

3.3.3 Overview of Major Logistics Markets In this section, we will focus on the logistics markets in Japan, Hong Kong SAR and China. Detailed analysis on Singapore’s logistics markets will be discussed in Section 4.

3.3.3.1 Japan Japan contributed almost half of the total logistics market share in Asia Pacific in 2007. Traditionally, supply chain management is done in-house. To encourage development of the logistics sector, the government introduced the Comprehensive Program of Logistics Policies in 1997 targeted at negative externalities related to logistics, congestion and competitiveness. The gradual economic progress, regulatory changes and intensifying global competition has made manufacturers and retailers more receptive to outsourcing their real estate and supply-chain operations.

However, growth of the logistics industry in Japan is relatively slow, at only 5.1% in 2006 and 3.9% in 2007. The relatively stagnant Japanese economy has impacted the logistics industry negatively (Figure 3.2).

According to the latest statistics, the total value of export from Japan in 2007 was SGD978.0 bil. Major export countries include the United States (20.1%), China (15.3%) and European Union (14.8%). Major export commodities include transport equipment, which mainly include motor vehicles, electrical machinery and machinery other than electric (Figure 3.3).

Trends and Market Forecast Traditionally, the Japanese logistics market was very complex and tightly regulated. The opening up of the logistics market to international players will continue to attract global logistics players. Multi-modal shipping by sea, land and air transport is also likely to continue its importance in the Japanese logistics market.

The growth outlook for Japan’s economy is weak. As such, Transport Intelligence expects market value for the Japanese logistics market to increase by CAGR of only 2.8% from SGD33,462 mil in 2007 to SGD37,370 mil in 2011. The freight forwarding market is expected to grow by CAGR of 3.2% from 2007 to 2011. Notwithstanding, Japan will continue to be the major logistics hub in Asia Pacific.

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Figure 3.2: Growth of Japan’s Contract Logistics Market

Figure 3.3: Japan’s Major Export by Commodity Division (2007)

32,20633,462

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

2006 2007

Market Value (SGD mil)

+3.9%

Source: Transport Intelligence, Japan Yearbook of Statistics, DTZ Consulting, February 2010

3.3.3.2 Hong Kong SAR While only contributing to 2% of total contract logistics markets in Asia Pacific in 2007, Hong Kong SAR is one of the most important logistics markets in the region. The market value has been growing more than 15% annually (Figure 3.4).

China, Hong Kong SAR’s largest trading partner, accounted for nearly half of all imports and exports in 2007. The signing of the Close Economic Partnership Agreement (CEPA) with China further strengthened trade ties between China and Hong Kong SAR. The close economic relationship with China has greatly benefited the Hong Kong SAR logistics market, specifically the nearby Pearl River Delta (PRD). Majority of the large Chinese firms currently prefer to manage their own logistics operations, thus accounting for a relatively limited use of 3PLs. However, with the focus of companies changing, there is potential for growth in the Hong Kong SAR logistics market.

Hong Kong SAR is also a major distribution centre for South China. It benefits from the multi-modal transport system, as cargo can be delivered to China by land, sea as well as air. This has also provided the opportunity for Hong Kong SAR to become a major distribution cluster for trade with other north-east Asian countries, as cost savings in air cargo is estimated to be between 25%-45%11, in comparison to clusters in Tokyo, Singapore and Shanghai.

The total value of export from Hong Kong SAR in 2007 totalled SGD498.7 bil. The largest export division is articles of apparel & clothing accessories (35%), miscellaneous manufactured articles (15%), electrical machinery, apparatus & appliances & electrical parts (7%) and telecommunications & sound recording & reproducing apparatus & equipment (7%) (Figure 3.5).

11 Source: Transport Intelligence.

Transport equipment26%

Electrical machinery20%

Machinery other than electric20%

Manufactured goods12%

Chemicals9%

Mineral fuels1%

Raw materials1%

Foodstuff0% Others

11%

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Figure 3.4: Growth of Hong Kong SAR’s Contract Logistics Market

Figure 3.5: Hong Kong SAR’s Major Export by Commodity Division (2007)

1,184

1,371

1,050

1,100

1,150

1,200

1,250

1,300

1,350

1,400

2006 2007

Market Size (SGD mil)

+16%

Articles of apparel and clothing accessories

35%

Electrical machinery, apparatus and appliances,

and electrical parts thereof

7%

Plastics in primary forms6%

Metalliferous ores and metal scrap

3%

Textile yarn, fabrics, made-up articles and related

products3%

Non-ferrous metals2%

Metalworking machinery2%

Medicinal and pharmaceutical products

2% Others 18%

Miscellaneous manufactured articles

15%Telecommunications and

sound recording and reproducing apparatus

and equipment7%

Source: Transport Intelligence, Hong Kong Government, DTZ Consulting, February 2010

Trends and Market Forecast Hong Kong SAR will continue to be a major logistics hub for North Asia, especially serving the PRD. The development of new infrastructure, including the Hong Kong SAR – Zhuhai – Macau Bridge will provide a seamless land connection among the three special administrative regions, which is important for multi-modal shipping.

Transport Intelligence forecasted Hong Kong SAR’s contract logistics market to grow at CAGR of 12.2% from SGD1,371 mil in 2007, to SGD2,173 mil by 2011. The Hong Kong SAR freight forwarding market is expected to grow at a CAGR of 7.3% from 2007 to 2011. Growth will partly be contributed by the continued growth of the Port of Hong Kong, as well as government investment in infrastructure, which is likely to reduce logistics costs. This gives Hong Kong SAR firms an advantage over their mainland counterparts.

3.3.3.3 China The logistics business in China consists mainly of four types of enterprises: traditional transport and warehouse enterprises; Sino-foreign private logistics; foreign-capital private logistics; as well as those affiliated to large-scale manufacturers. The concept of logistics management is relatively new in China. Traditionally, logistics is viewed as a transportation service and the majority of State Owned Enterprises continue to view logistics as an in-house function. Only about 15% of domestic companies outsource their logistics functions.

One of the major logistics hubs in China is Shanghai. Located in the Yangtze River Delta, Shanghai Port is second to that in Hong Kong SAR. The Waigaoqiao FTZ is one of the most desirable locations for logistics service providers.

With phenomenal growth in the Chinese economy, as well as foreign players accelerating their expansion due to market liberalisation, especially since 2001 when China became a member of the World Trade Organization (WTO), the logistics market has enjoyed healthy growth. This is further supported by domestic players upgrading facilities and improving their services to compete with foreign entrants, as well as foreign-invested manufacturers looking to improve operating efficiency along their supply chains. Average growth was above 20% since 2005 (Figure 3.6). The growth is also driven by out-sourcing, volume growth, improvements in infrastructure and technology and the continued investment by international logistics players.

Based on the latest official statistics on exports, some SGD1,758.3 bil worth of goods were exported from China in 2007. The major commodity categories include machinery and transport equipment and miscellaneous products, which made up 47% and 24% of total exports respectively (Figure 3.7).

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Figure 3.6: Growth of China’s Contract Logistics Market

Figure 3.7: China’s Major Export by Commodity Division (2007)

12,878

16,070

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

18,000

2006 2007


+25%

Machinery and Transport Equipments

47%

Mineral Fuels, Lubricants and Related Materials

2%

Non-edible Raw Materials1%

Beverages and Tobacco0.1%

Food and Live Animals Used Mainly for Food

3%

Miscellaneous Products24%

Products Not Otherwise Classified

0.2%

Animal and Vegetable Oils, Fats and Wax

0%Chemicals and Related

Products5%

Light Textile, Industrial Products, Rubber

Products, Minerals and Metallurgical Products

18%

Source: Transport Intelligence, China National Statistics, DTZ Consulting, February 2010

Trends and Market Forecast The World Bank’s LPI showed that China lacks the professional logistics competencies and skills to be competitive. Hence, there are opportunities to develop the professional logistics industry in China. With the market liberalising and more companies outsourcing their logistics businesses, it is expected that more global 3PLs will set up their regional distribution centres in China, especially for the North Asia market.

Transport Intelligence forecasted the market value for China’s contract logistics market to grow by a CAGR of 21.7%, from SGD16,070 mil in 2007 to SGD35,250 mil in 2011. The China freight forwarding market is expected to grow at a CAGR of 13.5% between 2007 and 2011. The domestic market is expected to continue to increase in importance.

4. Overview of the Singapore Logistics Market

4.1 The Singapore Economy Singapore enjoyed a high annual growth of over 7% post the SARS crisis in 2003 until 2008 when the significant decline in global demand and trade due to the global economic crisis led to significant slowdown in economic growth. GDP growth contracted by 2.1% in 2009, compared with 1.1% in 2008.

As the economy is recovering, the Ministry of Trade and Industry (MTI) upgraded its annual GDP forecast for 2010 from -2.5% to -2.0% (October 2009) to 3% to 5% (January 2010).

Singapore is an open economy, with trade having a vital role in underpinning and driving economic growth. The two engines of economic growth are the manufacturing and services sectors. In 2008, the manufacturing sector constituted 20% of GDP, while the business and financial services sectors contributed another 27%. The wholesale and retail trade sector contributed about 17% to GDP.

4.2 Business and Trade Environment Over the years, Singapore has developed from an entrepot into a business and financial centre of international repute. The city is widely recognised as one of the most business-friendly cities in the world. For the last four years, Singapore has been ranked first for its ease of doing business12. Political stability, fair judiciary, competitive corporate tax regime, access to local finance, well developed infrastructure, highly skilled cosmopolitan workforce and global connectivity make it an attractive business environment for global companies and investors. As

12 Doing Business 2010 Rank by The World Bank Group

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one of the best destinations for businesses, Singapore has attracted many multinational corporations (MNCs) to locate their headquarters or regional distribution centres. Today, there are more than 7,000 MNCs in Singapore.

Other than being voted the “World’s Easiest Place to do Business” by The World Bank Group in 2009, Singapore was ranked the third most competitive economy in the World Competitiveness Yearbook 2009 by the International Institute for Management Development (IMD) and third in terms of its Global Competitiveness Index in the Global Competitiveness Report 2009-2010 by the World Economic Forum (Tables 4.1 to 4.3).

Table 4.1: Ease of Doing Business Rank(2010)

Rank(2009) Country/Economy

1 1 Singapore 2 2 New Zealand 3 3 Hong Kong SAR 4 4 United States 5 6 United Kingdom 6 5 Demark 7 7 Ireland 8 8 Canada 9 9 Australia 10 10 Norway

Source: Doing Business 2010, The World Bank Group, DTZ Consulting, February 2010

Table 4.2: World Competitiveness Rank(2009)

Rank(2008) Country/Economy

1 1 USA 2 3 Hong Kong SAR 3 2 Singapore 4 4 Switzerland 5 6 Denmark 6 9 Sweden 7 7 Australia 8 8 Canada 9 15 Finland 10 10 Netherlands

Source: IMD, DTZ Consulting, February 2010

Table 4.3: Global Competitiveness Index Rank

(2009-2010) Rank

(2008-2009) Country/Economy

1 2 Switzerland 2 1 United States 3 5 Singapore 4 4 Sweden 5 3 Denmark 6 6 Finland 7 7 Germany 8 9 Japan 9 10 Canada 10 8 Netherlands

Source: World Economic Forum, DTZ Consulting, February 2010

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Trade is fundamental to the nation’s economic growth due to its limited resources. Singapore capitalises on its strategic location at the crossroad of the east and west to develop into a global trading hub. Today, Singapore is a world leader in trade and investment and a gateway city to Asia Pacific. The city is ranked first for having the most open economy for international trade and investment in the Global Enabling Trade Report 2009 by the World Economic Forum. The trade dependent economy is an established logistics hub with high air and sea cargo throughputs. According to MTI, Singapore’s trade to GDP ratio was the highest in the world, at 360% in 2008.

Singapore has a network of 16 Free-Trade Agreements (FTAs) with 24 trading partners and also maintains a multilateral trading system as a member of World Trade Organisation (WTO), Asia Pacific Economic Cooperation (APEC) and Association of South-east Asian Nations (ASEAN). This supports the platform for smooth flow of goods and services.

The conducive business environment allows trade to continue to flourish in Singapore. Total trade grew steadily over the past four years, albeit at a slower pace due to the recent decline in exports resulting from the sluggish global demand. Like all other markets, Singapore’s external trade declined in Q4 2008, due to significant contraction in global demand after the US financial crisis in September 2008. Notwithstanding, Singapore’s total trade reached SGD919.6 bil 13 in 2008, reflecting an annual growth of 6.1% (Figure 4.1).

Figure 4.1: Total Trade and Growth (At 2006 Prices)

728,944

810,483866,746

919,589

9.6%

11.0%

6.4%

8.2%

3.0%

7.4%

10.7%11.4%

0

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1,000,000

2005 2006 2007 2008

SGD Mil

0

2

4

6

8

10

12

Total Trade YOY Change in Imports (RHS) YOY Change in Exports (LHS)

YOY Change (%)

Source: MTI, DTZ Consulting, February 2010

In terms of current prices, Singapore has total trade value of SGD927.7 bil in 2008. Asia is Singapore’s key trading partner, constituting approximately 70% of its total trade in 2008. Malaysia, China and the United States are Singapore’s top trading partners (Table 4.4).

Table 4.4: Singapore’s Top Trading Partners (2008) Total Trade (SGD mil) % of Total Trade

Malaysia 111,453 12% China 91,412 10% United States 86,300 9% Indonesia 75,127 8% Japan 60,067 6% Hong Kong SAR 54,435 6% Korea, Republic of 42,653 5% Taiwan 36,606 4% Thailand 34,535 4% India 28,757 3%

Source: MTI, DTZ Consulting, February 2010

13 At 2006 prices

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Malaysia, the United States and China are Singapore’s top import partners. Raw materials and natural resources are the key imports. These materials, e.g. refined oil and electronic products are processed and finished products are exported. Machinery and transport equipment and chemicals were the key imports in 2008.

Singapore has a total export value of SGD476.8 bil in 2008. Malaysia, Indonesia and Hong Kong SAR are its main export destinations. Singapore depends heavily on exports, particularly consumer electronics and information technology products. Machinery and equipment are the key exports and re-exports (Figure 4.2).

Figure 4.2: Singapore’s Export by Commodity Division (2008)

Food1%

Beverages & Tobacco1%

Crude Materials1%

Mineral Fuels24%

Chemicals & Chemical Products

10%

Manufactured Goods 5%

Electronics37%

Non-electronics14%

Miscellaneous Manufactures

6%

Miscellaneous 1%

Animal & Vegetable Oils0.2% Machinery &

Equipment51%

Source: Department of Statistics, DTZ Consulting, February 2010

Some SGD229.1 bil worth of goods were re-exported from Singapore in 2008. The largest re-export markets for Singapore in 2008 were Malaysia (15%), Indonesia (14%), Hong Kong SAR (11%) and Mainland China (10%), which together represented 50% of the re-export market in Singapore.

About 67% of total re-exports from Singapore was machinery and equipment, of which, 72% of the machinery and equipment were electronic goods e.g. integrated circuits, parts of personal computers, as well as non-electronics goods, e.g. electrical circuit apparatus and other electrical machinery. Other major commodities that Singapore re-exported include mineral fuels (11%) (e.g. petroleum and products) and manufactured goods (7%) (e.g. iron and steel and non-ferrous metals).

4.3 The Singapore Logistics Industry Singapore is a leading logistics hub, with the logistics and supply chain management industry contributing significantly to the economy. Its strategic location, excellent seaport and airport infrastructure and established logistics hub status have attracted many international companies to locate their regional distribution centres in Singapore, positioning the city as Asia’s leading distribution hub. In the 1980s, Singapore embarked on a plan to develop the city-state into a transshipment hub for products originating in South-east Asia. A range of incentive schemes were initiated to encourage MNCs and international logistics service providers to establish their regional and global distribution centres in Singapore.

As a major transshipment centre in the region, the transport and storage services sector accounted for about 9% of Singapore’s GDP in 2008, employing over 129,000 people. Although Singapore only contributed to 1% of total contract logistics market share in Asia Pacific in 2007, the logistics market has enjoyed growth of over 20% annually since 2005 (Figure 4.3).

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Figure 4.3: Growth of Singapore’s Contract Logistics Market

660

816

999

0

200

400

600

800

1,000

1,200

2005 2006 2007


+24%

+22%


The highly competitive logistics industry ensures Singapore’s competitive trade position and global connectivity. In 2008, the logistics sector generated an expected value added of SGD400 mil (2.7% of total expected value added) and Fixed Asset Investment (FAI) of SGD600 mil (3% of total FAI). It has a Total Business Spending (TBS) commitment of SGD500 mil or 6% of total TBS commitments in Singapore.

4.3.1 Key Infrastructure Nodes The rapid growth of Singapore’s logistics industry is credited to its world-class infrastructure and sophisticated telecommunication network for excellent connectivity. Singapore is globally connected to the rest of the world via excellent land, sea and airport transportation networks. It has a well-developed infrastructure that supports its high efficiency.

4.3.1.1 Seaport Singapore has one of the busiest ports in the world. Its seaport offers seamless global trade connectivity with some 200 shipping lines that connects to more than 600 ports over 120 countries. For 12 consecutive years, Singapore was voted as the best seaport in Asia at the Asian Freight and Supply Chain Award by Cargonews Asia. In 2009, it was voted "Container Terminal Operator of the Year" at the Lloyd's List Asia Awards for the 9th time, and the "Best Container Terminal Operator (Asia)“ for the 20th time at the Asian Freight & Supply Chain Award. The Port of Singapore was also named the “Best Seaport in ASEAN” at the Frost & Sullivan ASEAN Transportation & Logistics Award in 2008.

Singapore is a major container transshipment hub, capable of handling over 2,000 containers per vessel with turnaround time of less than 12 hours. PSA Corporation is the main operator of container ports in Singapore, operating Brani, Keppel, Pasir Panjang and Tanjong Pagar Terminals. Pasir Panjang Wharves and Sembawang Wharves are other seaports for general shipping. Jurong Port Pte Ltd is the other terminal operator that manages Jurong Port. The total container throughput grew by 7% from the previous year to 29.9 million TEUs in 2008.

With over 130,000 shipping vessels arriving in 2008, total shipping tonnage grew by 11% from the previous year to over 1.6 billion gross tonnes. The total cargo tonnage increased by 7% to 515 million tonnes in 2008 despite the sharp contraction in global demand in end 2008 (Table 4.5).

Table 4.5: Singapore Sea Port Statistics 2003 2004 2005 2006 2007 2008

Vessel Arrivals (Number) 135,386 133,185 130,318 128,922 128,568 131,695 Shipping Tonnage ('000 GT) 986,392 1,042,447 1,151,791 1,314,990 1,459,221 1,621,065 Total Cargo ('000 tonnes) 347,694 393,418 423,268 448,504 483,616 515,415 Total Container Throughput ('000 TEUs) 18,411 21,329 23,192 24,792 27,935 29,918

Bunker Sales ('000 tonnes) 20,809 23,567 25,479 28,379 31,546 34,936 Source: Maritime and Port Authority, DTZ Consulting, February 2010

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Governed by the Maritime and Port Authority of Singapore (MPA), Singapore aims to develop into a premier global hub port and international maritime centre (IMC) to advance and safeguard Singapore's strategic maritime interests. Through the development of maritime R&D capabilities, Singapore aims to position itself as a global maritime knowledge hub by 2025.

4.3.1.2 Airport Singapore Changi Airport is an award-winning, world-class airport with more than 250 awards received since its opening in 1981. The airport is one of the busiest airports in the world and a major aviation hub in Asia Pacific, with a comprehensive air network of 81 scheduled airlines and 4,466 weekly scheduled flights serving 188 cities in 60 countries. The airport has two runways, three passenger terminals and one budget terminal that offer an annual handling capacity of more than 70 million passengers.

In 2008, aircraft movements at Changi Airport grew by 5.1% to 231,900 and passenger movement increased by 2.7% to 37.7 million. Airfreight movement also demonstrated resilience despite the economic crisis. Air cargo traffic in 2008 totalled 1.86 million tonnes, reflecting a marginal 2% decrease over 2007 (Table 4.6). Changi Airport was ranked 7th place by international passengers and 19th place by total passengers globally in the Airport Council International (ACI) survey in 2008. Singapore Changi Airport was also crowned 10th place by total cargo, the highest in South-east Asia (Table 4.6).

Table 4.6: Changi Airport Statistics and International Rankings (2008) International Passengers14 35.0 million (7th Place)Total Passengers 37.7 million (19th Place)Total Cargo 1.86 million tonnes (10th Place)

Source: ACI, CAAS, DTZ Consulting, February 2010

Changi Airfreight Centre (CAC) houses four Cargo Agent Buildings (CABs) which are warehouse and office facilities for airfreight forwarders. Some light value-adding activities e.g. break-bulk are carried out in CABs.

TNT Regional Hub and DHL Singapore Hub are two express courier centres located in CAC. DHL Singapore Hub is a 10,000 sq m express transshipment facility with an annual handling capacity of 180,000 tonnes. In April 2009, TNT officially opened its expanded and remodelled regional hub with increased capacity for time-sensitive freight. The SGD20 mil facility has a total floor area of 7,330 sq m and is capable of handling 350 tonnes of cargo per day. Both facilities are expected to strengthen Singapore’s position as a world-class logistics hub.

The first on-airport perishable handling centre located in SATS Airfreight Terminal 2, Coolport @ Changi, will have an annual operating capacity of 250,000 tonnes. The new multi-temperature facility with temperature ranging between -28°C and 18°C is designed for secure cold chain logistics, to handle terminal and transit perishable cargo such as commodities and medical cargo in the FTZ. The 8,000 sq m facility is likely to be operational in 2010.

4.3.1.3 Road and Rail Infrastructure Singapore has a well-developed road and rail network connection linking Singapore as well as from Singapore to Malaysia and beyond. It is connected to Malaysia via two road links, i.e. Johor-Singapore Causeway at Woodlands in the north and Tuas Second Link at Tuas in the north-west. In addition, Singapore is also connected to Malaysia via rail.

In terms of the domestic road transport infrastructure, Singapore has a total road network of 3,325 km as at end 2008. Including the newest Kallang-Paya Lebar Expressway (KPE), there are nine expressways in Singapore.

14 International passengers are consolidated based on 12 months period, ending in July 2009.

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4.3.2 Key Logistics Service Providers

4.3.2.1 Global Logistics Companies Singapore has some 3,000 logistics and supply chain management companies. Most of the leading global logistics players have located their operations, such as regional headquarters, freight centres, distribution and warehousing in Singapore. According to SJ Consulting Group, 21 of the 25 global logistics providers have significant presence in Singapore (Table 4.7).

Table 4.7: Top 25 Global Logistics Companies (2008)15

Rank Company Base Country 2008 Gross Revenue (SGD mil)

1 DHL Logistics Germany 60,177 2 Kuehne + Nagel Switzerland 30,496 3 DB Schenker Logistics Germany 18,857 4 Geodis France 14,630 5 CEVA Logistics Netherlands 14,363 6 Panalpina Switzerland 12,660 7 Altadis/Logista United Kingdom 12,352 8 C.H. Robinson Worldwide USA 10,753 9 Agility Logistics Kuwait 9,526 10 UPS Supply Chain Solutions USA 9,491 11 Expeditors Int’l of Washington USA 8,521 12 DACHSER & Co.* Germany 8,110 13 DSV Denmark 8,342 14 UTi Worldwide USA 7,384 15 Sinotrans China 7,175 16 NYK Logistics Japan 7,123 17 Wincanton* United Kingdom 6,532 18 Bolloré France 6,531 19 Hellmann Worldwide Logistics Germany 6,348 20 Rhenus & Co.* Germany 5,942 21 Toll Holdings Australia 4,713 22 J.B. Hunt Transport Services* USA 4,657 23 Logwin (formerly Thiel Logistik) Luxembourg 4,647 24 Kintetsu World Express Japan 4,511 25 Penske Logistics USA 4,313

Source: SJ Consulting Group, DTZ Consulting, February 2010 * Refers to companies that do not have a presence in Singapore

Logistics companies are also expanding their logistics space in Singapore. In 2009, Agility located their Asia Pacific Headquarters to Singapore, as part of their strategy to strengthen their presence in South-east Asia. TNT has re-modelled and expanded its regional hub at Changi Airfreight Centre while Panalpina expanded its logistics facility in 2009. In addition, Singapore’s largest healthcare distributor, Zuellig Pharma, has also upgraded and expanded its facility recently.

Major logistics service providers such as Agility Logistics and DB Schenker Logistics have also located their regional headquarters in Singapore (Table 4.8).

15 Gross revenue is based on non-asset based logistics.

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Table 4.8: Major Global Logistic Service Providers in Singapore Company Location in Singapore Product Specialisation

DHL- ALPS - Changi International LogisPark (North) - C&P Districentre

- Automotive - Industrial - Chemical - Energy - Retail - Aerospace

Kuehne + Nagel

- SENKEE Logistics Hub

- Aviation - Hotel - Shipping - Oil/gas - Project Services

DB Schenker Logistics

- ALPS - Singapore Logistics Centre 1 and 2 (Changi

International LogisPark (South)) - Schenker Megahub

- Aerospace - Fairs and events - Marine - Oil/gas - Semiconductors - Healthcare

Geodis Wilson

- Changi Airfreight Centre, Cargo Agent Building E

- Automotive - High-tech - Industrial - Marine - Pharmaceuticals - Textiles

CEVA Logistics

- ALPS - Changi International LogisPark (South) - No. 3 Tuas Avenue 8

- Oil/gas - Retail/fashion - Pharmaceuticals - Automotive - Industrial and heavy equipment

Panalpina - Changi International LogisPark (North)

- Chemicals - Pharmaceuticals - High-tech - Telecommunications

C.H.Robinson Worldwide

- Changi Airfreight Centre, Cargo Agent Building D - Changi Logistics Centre

- Transportation - Sourcing - Information - Services

Agility Logistics - Changi International LogisPark (North)

- Project logistics - Fairs and Events - Chemicals

UPS Supply ChainSolutions

- ALPS - UE Tech Park, 10 Pandan Crescent - 19 Senoko Loop - Changi International LogisPark (South) - Woodlands East Industrial Estate

- Industrial manufacturing - Automotive - Healthcare - Retail - High-tech

Source: Inbound Logistics, EDB, Company Websites and Reports, DTZ Consulting, February 2010

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4.3.2.2 Singapore-based Logistics Companies Singapore’s established infrastructure and logistics sector facilitate the growth of home-grown logistics players. Many of the Singapore-based logistics companies started off as transportation or freight forwarding companies and evolved into integrated logistics service providers. Over the years, these local logistics companies established comprehensive distribution networks, excellent track record in terms of quality, speed and flexibility and IT capabilities. They have also developed a strong regional presence in countries such as China, Hong Kong SAR, Japan, South Korea, India, Pakistan and Sri Lanka.

For instance, the developers of the subject properties, CWT Limited and C&P Holdings, are Singapore-based companies. CWT Limited is a leading logistics player in Singapore, offering a comprehensive range of logistics, international freight forwarding and engineering services. Integrated logistics solutions of some of the world’s best known brands in the chemical, fast moving consumer goods, healthcare, electronics, automotive and industrial sectors are provided by CWT. The Group has a global freight forwarding network that connects customers to 120 ports and 1,200 destinations around the world.

C&P Holdings is the major stakeholder of CWT Limited. The company offers warehousing, transport, logistics, rent-a-car, records management, inland ports, chemical storage and management, marine, air cargo as well as commodities logistics and collateral management.

Other established Singapore-based logistics companies include: � Accord Express Holdings Pte Ltd; � Cougar Express Logistics Pte Ltd; � Eng Kong Holdings Limited; � Freight Links Express Holdings Ltd; � Keppel Logistics Pte Ltd; � Richland Group Limited; � Sembawang Kimtrans Ltd; � SembCorp Logistics Ltd; � Trans-Link Express Pte Ltd/ Trans-Link Exhibition Forwarding Pte Ltd; and � YCH Group Pte Ltd.

4.3.3 Trends and Developments Recent trends and developments in the Singapore logistics market include:

� Continuous strengthening and development of infrastructure; � Increasing presence of global players; � Development of specialised logistics solutions; � Provision of integrated global solutions; � Enhancing supply chain excellence and focus on R&D; and � Increasing competition from the region.

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4.3.4 Industry Initiatives The government is committed to grow the logistics and supply chain industry in Singapore by introducing new initiatives, developing supporting agencies and implementing new incentives to support and promote the industry.

4.3.4.1 Economic Review Committee Working Group on Logistics In 2002, the Economic Review Committee (ERC) Working Group on Logistics (WGL) recommended some key strategies to enhance Singapore’s competitiveness as a logistics hub. While Singapore has a world-class infrastructure and global connectivity, high operation cost, structural shift in manufacturing patterns and growing competition in the region are some constraints that could impede growth of the logistics industry.

WGL recommended the following strategies to enhance Singapore’s competitiveness as a logistics hub:

- Enhancing physical hub capabilities; - Developing virtual hub capabilities; - Introducing fiscal measures to ensure a competitive tax regime; and - Develop a champion agency to promote and develop Singapore’s logistics industry.

WGL aims to develop Singapore into a leading global integrated logistics hub, with robust maritime, aviation and land transport capabilities to support Singapore’s leadership in the global economy. WGL targeted the logistics sector to grow and take up about 9% to 13% of GDP and employ 120,000 to 170,000 workers by 2012. These targets were achieved in 2008, with the logistics sector taking up about 9% of GDP.

4.3.4.2 Supporting Agencies To meet the changing supply chain and trade pattern today, the Singapore government is deepening its integrated logistics capabilities, providing specialized infrastructure beyond ports and logistics parks and grooming of world-class logistics companies in Singapore. Supporting agencies such as the Singapore Logistics Association (SLA) and the Singapore Aircargo Agents Association (SAAA) were formed to support and grow the logistics industry. Singapore also houses Asia’s leading logistics and education institute, The Logistics Institute – Asia Pacific, with the mission of nurturing logistics excellence in research and education.

To sustain and further develop Singapore into a leading global hub, a number of initiatives have been launched. These include:

� The Logistics Capability Development Programme - launched by SPRING Singapore in 2006 to provide resources for local logistics SMEs to upgrade their capabilities;

� Approved Shipping and Logistics Scheme – to offer concessionary tax rate for ship agencies and international logistics operators, as well as incentives to freight forwarders which provide freight and logistics services from Singapore;

� Approved International Shipping Enterprise Scheme - to encourage international ship-owning and ship-operating companies to establish operations in Singapore by granting tax exemptions on qualifying shipping incomes for 10 years;

� Air Hub Development Fund – to provide incentives for airlines to expand or maintain their operations at Changi International Airport;

� Zero GST Warehouse Scheme – to exempt tax for approved warehouse operators; and � Free Trade Agreements (FTAs) – eliminates trade barriers and facilitates cross border

movement of goods and services between territories, as well as increase price competitiveness of exports.

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4.3.5 SWOT Analysis Table 4.9 summarises the strengths, weaknesses, opportunities and threats of the logistics industry in Singapore.

Table 4.9: SWOT Analysis of Singapore’s Logistics Industry Strengths Weaknesses � Stable political, economic and social conditions � Strategic location at the crossroad of international

air and sea routes � Well-developed physical infrastructure � High connectivity to major trading hubs and

manufacturing base � Established regional trading/ logistics hub � Headquarters to many shippers and logistics

service providers � Active pursuit of bilateral and multilateral initiatives,

e.g. FTAs � Robust and efficient legal and judicial system � Business-friendly tax structure � Pro-business and investment environment � High-skilled and educated workforce � Strong government support through incentives and

initiatives to grow and promote the logistics industry

� Continuous active marketing of Singapore as a logistics/ supply chain hub

� Small geographic space and domestic market

� High cost of operation, e.g. land and wage � Shortage of skilled, experienced and

entrepreneurial logistics professionals

Opportunities Threats � Growth potential for logistics outsourcing � Leverage on Singapore’s good connectivity to Asia

Pacific to provide total supply chain management services, i.e. expand hinterland

� Tap on offshore trade by Singapore-based companies

� Dovetail with other sector expansion plans e.g. biomedical and chemical

� Enhancement of technological capabilities to carry out wide range of supply chain management activities

� Intense competition with other countries that are aggressively promoting themselves as logistics hubs

� Relocation of manufacturing and distribution bases to other regional hubs with lower costs, e.g. China

� Technological advances such as the increase in the range of ocean liners and jetliners may result in vessel/ aircraft operators bypassing Singapore

Source: EBD, IE Singapore, DTZ Consulting, February 2010

4.4 Market Outlook In line with Singapore’s economic prospects, the logistics sector is expected to remain promising. Underpinned by the government’s strong commitment to develop its logistics and supply chain sector, Singapore’s status as a compelling, world-class global logistics and supply chain management nerve centre is affirmed by its excellent global connectivity, conducive business and investment environment. The government’s continued efforts to grow the logistics industry have successfully attracted global 3PLs, e.g. DHL and TNT to set up distribution centres in Singapore.

Transport Intelligence forecasted that the contract logistics market in Singapore will increase by 16% CAGR from SGD999 mil in 2007 to SGD1,809 mil by 201116.

Singapore will continue to grow as a global logistics hub, attracting leading industry players. This in turn, is expected to attract specialised logistics players, e.g. pharmaceutical, chemicals and other global players to set up their regional distribution centres in Singapore, a trend which is expected to support the demand for logistics properties in Singapore.

16 Source: Transport Intelligence (September 2008), Asia Pacific Transport & Logistics 2008.

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5 Overview of the Singapore Warehouse Property Market

5.1 Introduction Singapore has a total industrial stock of 36.9 million sq m17 as at Q4 2009. More than half (56%/ 20.5 million sq m) of the industrial stock comprises single-user factory space and another 22% (8.2 million sq m) is multiple-user factory space. Warehouse space constitutes 19% (6.9 million sq m) of the total industrial stock. Only 3% (1.1 million sq m) of the industrial stock are business parks (Figure 5.1).

Figure 5.1: Industrial Stock by Type (As at Q4 2009) Business Park

(1.1 million sq m, 3%)

Multiple-user Factory (8.2 million sq m, 22%)

Warehouse(6.9 million sq m, 19%)

Single-user Factory (20.5 million sq m, 56%)

Source: URA, DTZ Consulting, February 2010

About 85% (31.5 million sq m) of the total industrial stock is owned by the private sector and the balance 15% by the public sector.

5.2 Warehouse Stock Almost all (99%) of the warehouse stock as at end Q4 2009 was owned by the private sector. Warehouses are generally located near key industrial clusters and/ or infrastructure nodes in the West (58%), Central (19%) and East (13%) Regions of Singapore (Figure 5.2).

Figure 5.2: Planning Regions in Singapore and Warehouse Stock


17 Existing stock is expressed in Net Lettable Area (NLA).

6%

5%

19%

13%

1.29 mil sq m

0.90 mil sq m

0.31 mil sq m

0.38 mil sq m

3.99 mil sq m

58%

6%5%

19%

13%

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Large clusters of warehouses have developed near the airport and seaport. The national agency and developer of industrial infrastructure, JTC Corporation (JTC) provides land for development of custom-built single and multiple-user facilities for owner occupation or lease.

Logistics parks are areas designated specifically for companies engaged in logistics activities. They can be categorised into specialised and non-specialised logistics parks. Specialised logistics parks cater to specific market segments, e.g. Airport Logistics Park of Singapore (ALPS) for trade and air cargo-related logistics activities as well as Banyan and Meranti LogisParks for oil- and chemical-related uses respectively. Non-specialised logistics parks such as Toh Tuck, Toh Guan and Clementi West LogisParks are used for general warehousing activities.

Major warehouse and logistics clusters in Singapore are summarised in Table 5.1. Warehouses are also distributed in the industrial estates and are often for general storage purposes.

Table 5.1 Key Logistics Parks and Warehouse Clusters

Source: DTZ Consulting, February 2010

5.2.1 Logistics Parks Logistics parks are located near distribution centres/transport nodes in different parts of Singapore (Map 5.1). These logistics parks were initiated by JTC, with the objective of supporting Singapore’s vision of becoming an integrated logistics hub in Asia Pacific.

JTC provides land at the logistics parks on different lease terms, e.g. 30 years or 30+30 years. Land parcels in these logistics parks are served by power, water supply and sewage systems as well as telecommunications and road networks. These prepared industrial lands allow industrialists to develop custom-built facilities. Beyond land infrastructure, provision of shared facilities and services as well as strong clustering of companies in the same industry create better synergy and improve productivity. This differentiates it from other industrial estates where land is not specifically dedicated for logistics.

According to JTC, some 366.4 ha of land has been retained for logistics parks, of which about 40.0 ha (11%) have not been allocated (Figure 5.3).

Logistics Parks Warehouse Clusters near the Seaports Specialised � Airport Logistics Park of Singapore (ALPS) � Banyan LogisPark � Meranti LogisPark Non-specialised� Changi International LogisPark (North) � Changi International LogisPark (South) � Toh Guan LogisPark � Toh Tuck LogisPark � Clementi West LogisPark

� In the vicinity of Jurong Port o Along Penjuru Road, Fishery Port Road, Jalan

Buroh, Jurong Port Road, Jalan Terusan, Jalan Ahmad Ibrahim, Gul Circle

� In the vicinity of PSA Singapore Terminals o Keppel Distripark o Pasir Panjang Distripark o Tanjong Pagar Distripark

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Map 5.1: Logistics Parks in Singapore


Figure 5.3: Prepared Industrial Land (PIL) for Logistics Parks 18

169.3213.5

295.2319.8 325.6 326.4

29.1

44.9

23.7

42.3 42.3 40.0

0

50

100

150

200

250

300

350

400

2004 2005 2006 2007 2008 Q3 2009

ha

Allocated Not Allocated

198.4

258.4

318.9

362.1 367.9 366.4

Source: JTC, DTZ Consulting, February 2010

18 The updated JTC Q4 2009 data is not available at time of report.

Clementi West LogisPark

Changi International LogisPark (North)

Changi International LogisPark (South)

Banyan & Meranti LogisParks

Penjuru

Changi Airport

PSA Singapore Terminals

Toh Guan & Toh Tuck LogisParks

Jurong Port

Airport Logistics Park of Singapore (ALPS)

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Table 5.2 highlights the logistic parks in Singapore as well as some major occupiers.

Table 5.2: Summary of Logistics Parks LogisPark Land Area Availability19 Major Occupiers/ Developments20

Specialised

Airport Logistics Park of

Singapore (ALPS) 26 ha

1 Plot

� Plot Size: Approx. 2.57 ha

� Plot Ratio: 2

� Expeditors � Hi-Speed Logistics Centre � Schenker Megahub � SDV Logistics � UPS

Banyan LogisPark 80 ha N.A. � Horizon Singapore Terminal � Katoen Natie Sembcorp � Royal Vopak

Meranti LogisPark 90 ha N.A. � Helios Terminal Corporation Non-Specialised

Changi International

LogisPark (North) 19 ha

3 Plots

� Total Plot Size: 3.9 ha

� Plot Ratio: 1.5 – 1.6

� APC Distrihub � Agility � Best World International � Esys Technology � Golden Spring Export � JEL Centre � Panalpina World Transport � Zuellig Pharma

Changi International

LogisPark (South) 43 ha Fully Allocated

� Accord Famous Distri Centre � CEVA Logistics � C&P Changi Districentre � C&P Changi Districentre 2 � DHL � Freight Links Express � Flextronics � Hitachi Transport System � Kingsmen Creative Centre � Schenker Singapore � U-freight Logistics Centre � Xilin Districentre � Yusen Air & Sea Services

Clementi West LogisPark 11.17 ha Fully Allocated � Hoe Leong � Scandinavia Warehouse � Sankyu Singapore � Toll Asia

Toh Guan LogisPark 30 ha

1 Plot

� Plot Size: 2.83 ha

� Plot Ratio: 2.0

� Freight Links Express � IDS Logistics � Nippon Express � Naigai Nitto � ODC Logistics � Trident Districentre

Toh Tuck LogisPark 8 ha

1 Plot

� Plot Size: 1.02 ha

� Plot Ratio: 1.6

� German Districentre � KL Hiap Aik Logistics � Sembawang Kimtrans Logistics

Centre� Trans-link Logistics Centre


19 Source: JTC (Data as at 2 November 2009) 20 Subject properties are in bold.

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5.2.1.1 Airport Logistics Park of Singapore (ALPS) Comprising 26 ha of land, adjacent to Singapore Changi Airport and Changi Airfreight Centre, the logistics park is a key infrastructure facility developed by the government of Singapore to manage global supply chain activities. Conceptualised as a logistics base for 3PLs, ALPS facilitates time-sensitive, quick turnaround, value-added logistics services and regional distribution activities.

The logistics park is strategically located in Singapore’s Changi Airport’s Free Trade Zone (FTZ)21, allowing logistics players to save on duties, documentation time for faster clearance, as a result simplifying and reducing custom formalities for movement of goods within FTZs and transshipment of goods. A dedicated customs checkpoint is also available in ALPS, the only logistics park in Singapore with FTZ status.

Improved handling efficiency and excellent connectivity of ALPS allow logistics players to pass the benefits on to their customers. ALPS is a choice location for activities such as regional fulfilment, customization and postponement.

ALPS was first launched in 2000 and started operations in 2003. It was jointly developed by JTC and the Civil Aviation Authority of Singapore (CAAS). The land plots are zoned for “Business 222”use. ALPS has both purpose-built and multi-tenanted facilities. There are currently 11 purpose-built logistics facilities in ALPS. All facilities in ALPS, including the subject properties, are occupied by 3PLs. These are world-class logistics companies including Nippon Express (Singapore) Pte Ltd, Schenker Singapore and SDV Logistics (S) Pte Ltd (Table 5.3).

Table 5.3: Developments in ALPS Estimated

Year of Completion

Development/ Tenant Name Location Estimated GFA23

(sq m)

2006 Schenker Megahub24 51 Alps Avenue 40,900 2006 UPS 31 Alps Avenue 40,000 2006 Hi-Speed Logistics Centre (Nippon Express) 40 Alps Avenue 28,700 2006 Exel Supply Chain Hub 81 Alps Avenue 26,500 2005 80 Alps Avenue (Multi-tenanted) 80 Alps Avenue 24,600 2006 Sandvik Building 50 Alps Avenue 22,700 2003 70 Alps Avenue (Multi-tenanted) 70 Alps Avenue 22,600 2005 SDV Logistics Hub 101 Alps Avenue 15,000

2002 & 2003 Menlo (Alps) 60 Alps Avenue 12,700 2009 Expeditors Singapore 71 Alps Avenue 12,700 2004 Expeditors Singapore 61 Alps Avenue 12,400


Ascendas Real Estate Investment Trust (AREIT) has recently announced the completion of a new built-to-suit facility for Expeditors Singapore. The development comprises a part 2-storey and part 4-storey logistics facility.

There is limited competing supply at ALPS with the existing buildings well-occupied. There is only one unallocated plot of 2.57 ha remaining.

21 FTZs are designated areas in Singapore where payment of duties and taxes is suspended for goods arriving in Singapore. In addition, no duty or taxes are payable on goods that are stored in FTZs. Duty and taxes are only payable when the goods leave the FTZ and enter into customs territory for local consumption. Traders, particularly re-exporters and transhippers operating in FTZ, benefit from less paperwork, simplified customs permits required for transshipment of non-controlled goods and suspension of Goods & Services Tax (GST) and duty of all dutiable goods,except liquors and cigarettes within FTZ. Singapore has five FTZs, at: Port of Singapore, Jurong Port, Sembawang Wharves, PasirPanjang Wharves and ALPS.

22 Business 2 (B2) are areas used or intended to be used for clean industry, light industry, general industry, warehouse, public utilities and telecommunication uses and other public installations. Special industries such as manufacture of industrial machinery, shipbuilding and repairing, may be allowed in selected areas subject to evaluation by the competent authority. The development on land that is zoned B2 have a quantum whereby not more than 40% of the total floor area shall be permitted for ancillary uses.

23 Figures have been rounded to the nearest hundred. 24 Properties in bold refer to the subject properties.

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5.2.1.2 Changi International LogisPark Changi International LogisPark and ALPS forms a significant logistics cluster in the eastern part of Singapore. Located near Changi Airport, Changi Business Park and aerospace industrial clusters, Changi International LogisPark is home to many local and international logistics specialists. Occupiers at Changi International LogisPark are involved mainly in regional distribution and freight forwarding activities. Many are also engaged in aerospace-related logistics activities.

Changi International LogisPark (North) has 19 ha of land for logistics and warehousing use. Major logistics players in Changi International LogisPark (North) include Agility Logistics, DHL Exel Supply Chain and Panalpina World Transport.

Changi International LogisPark (South), where two of the subject properties (C&P Changi Districentre and C&P Changi Districentre 2) are located, is one of the most established logistics hubs in Singapore, housing many international logistics players. The fully allocated 43 ha logistics park is dedicated for 3PLs and warehousing use. It allows supply-chain companies to develop flexible solutions that improve time-to-market access and customized solutions for various industries such as chemicals, biomedical sciences and aerospace. Major players located here include CEVA Logistics, Schenker Singapore and Freight Links Express.

Changi Districentre, the largest ramp-up warehouse in Changi International LogisPark (South), is one of the two ramp-up warehouses in the logistics park. There is no expected new supply since all land parcels in Changi International LogisPark (South) have been allocated.

5.2.1.3 Banyan and Meranti LogisParks Banyan and Meranti LogisParks are two logistic parks located on Jurong Island that are dedicated for oil and chemical industries. They provide integrated logistics and supply chain support for companies on the island.

Jurong Island is one of the largest ethylene production and oil refining centres in the world. The island is home to over 94 petroleum, petrochemicals, specialty chemicals and other chemical manufacturing and supporting companies. They include BASF, Celanese, ExxonMobil, Dupont, Mitsui Chemical, Chevron Texaco, Shell and Sumitomo Chemical and more recently, CIBA, Huntsman, Natural Fuel, Nexsol and Tate & Lyle. Jurong Island was developed due to strong demand for oil storage and additional storage capacity for refined oil products.

Banyan LogisPark comprises 80 ha of land on Jurong Island. The logistics park is dedicated to chemical logistics, providing 3PL services such as chemical warehousing, tank filling, cleaning and maintenance, drumming and water treatment facilities. Activities include transshipment and break-bulk operations for bulk liquid petroleum and petrochemical products.

Located next to shipping fairways and anchorages, the 90 ha Meranti LogisPark is used for oil storage and terminal activities to support companies on Jurong Island and in South-east Asia.

5.2.1.4 Clementi West LogisPark The 11 ha Clementi West LogisPark is one the earliest logistics parks developed in Singapore. Its centralised location makes it suitable as a major warehouse and distribution centre. The logistics park caters to light and clean warehousing activities. It is also highly accessible to the seaport via major expressways, e.g. Pan Island Expressway (PIE) and Ayer Rajah Expressway (AYE).

Major warehouses include Logishub@Clementi and 1 Clementi Loop, Toll Asia (Corporate headquarters), Sankyu Singapore and Scandinavia Warehouse.

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5.2.1.5 Toh Guan and Toh Tuck LogisParks Toh Guan and Toh Tuck LogisParks are located in the west of Singapore, close to International Business Park and adjacent to the PIE. The two logistics parks are used for light industry and warehousing purposes.

German Districentre, Trans-link Logistics Centre and Sembawang Kimtrans Logistics Centre are located in this established estate.

5.2.2 Warehouse Clusters Warehouses are developed and clustered near the ports to support the terminal operation. Proximity to the seaports facilitates quick turnaround and high operational efficiency of maritime, integral in supporting the growth of maritime trade in Singapore. The main port operator, PSA Singapore has three distriparks adjacent to its PSA Singapore Terminals. Warehouses have also mushroomed near Jurong Port in Jurong Industrial Estate.

5.2.2.1 Distriparks Warehouses cluster near PSA Singapore Terminals. The three distriparks: Pasir Panjang, Tanjong Pagar and Keppel Distriparks have over 300,000 sq m of warehousing space near the PSA Singapore Terminals.

Pasir Panjang Distripark comprises nine blocks of warehousing and ancillary offices. Eight blocks are single-storey warehouses with one block of warehouse and ancillary office space.

Tanjong Pagar Distripark is located along Keppel Road next to PSA Singapore Terminals. The distripark comprises two blocks of warehousing space with a total floor area of 72,200 sq m

Keppel Distripark provides extensive warehousing and office facilities with direct linkage to PSA Singapore Terminals that allows goods to enter the ports in less than 10 minutes. Other than storage facilities, the distripark provides value-added services such as transloading, Central Distribution Centre (CDC), non-vessel Operating Common Carrier and liner services container operations. Warehousing at Keppel Distripark comprises 45 modules with a total storage area of 113,000 sq m and additional spaces for handling and storage of hazardous goods in the FTZ. Keppel Distripark also features a 5-storey office building (7,100 sq m) outside the FTZ for lease.

5.2.2.2 Jurong Industrial Estate Jurong Industrial Estate is the largest and most established industrial estate in Singapore. The estate was developed in the 1960s as part of Singapore’s industrialisation plan. Jurong Industrial Estate is linked to Jurong Island, where the oil and chemical industries are located.

Jurong Industrial Estate is highly accessible to the rest of Singapore via AYE. The industrial estate is served by Jalan Buroh and Pioneer Road that links to West Coast Highway. It is also close to residential estates in Jurong (e.g. Teban and Pandan Gardens) that provide a large pool of labour.

The deep coastal waters at Jurong makes it suitable for port development. Jurong Port was developed to support Jurong Industrial Estate. Since its opening in 1965, Jurong Port has grown into an established hub for bulk, break-bulk and container cargo. Jurong Port is a transshipment hub with selective warehouses approved for metal trading at the London Metal Exchange (LME).

The vicinity of Jurong Port has transformed into a strong warehouse cluster. Warehouses at the Jurong Port Road area are mainly for metal, chemical and oil logistics. These facilities enjoy healthy demand supported by businesses at Jurong Island and Jurong Port.

A subject property, CWT Commodity Hub, is located in Penjuru, north-east of Jurong Port. The Penjuru area houses many newly completed, large warehouse and logistics facilities such as Freight Links Express Logistics Centre and C&P Logistics Hub 1 & 2. CWT Commodity Hub, C&P Logistics Hub 1 and 2 are ramp-up warehouses in the immediate vicinity.

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CWT Commodity Hub and Penjuru Logistics Hub are the newest completions in the area. Both developments were completed in 2008/ 2009 and received strong take-up rates. As a reflection of demand in the area, all 16 warehouse units in the 5-storey Penjuru Logistics Hub (approximately 34,100 sq m NLA) completed in 2009 has been fully taken up. CWT Commodity Hub (GFA: 213,305.0 sq m), which has obtained TOP in phases from mid-2008 to Q4 2009, is also 82.9% occupied

Jurong Industrial Estate is home to one of two fishery ports25 in Singapore. Jurong Fishery Port (JFP) is situated to the north of Jurong Port at Fishery Port Road. JFP is an international port for foreign fishing vessels operating in the Indian and Pacific Oceans. It also serves as a marketing and distribution centre for fresh fish. JFP spans over 5.1 ha, comprising a wharf, wholesale fish market, shops, ice crusher stalls, canteens and fish merchants’ offices.

Major cold stores such as a subject property (CWT Cold Hub), NCS Cold Store and Jurong Marine Cold Stores are concentrated at Fishery Port Road. Currently, CWT Cold Hub is the newest cold store in Singapore that is designed with vehicular ramp to the upper storeys.

A developer is constructing a six storey ramp-up industrial food factory, Jurong Food Hub at Jalan Tepong, near Jurong Fishery Port Road. It is scheduled to complete by March 2010. The development is available for sale, with asking price in the range of SGD1,800 to SGD2,400 per sq m26.

Slightly away from JFP along West Coast Highway, Pandan Loop is an established food manufacturing and distribution cluster. Food production companies such as The Singapore Food Industries, Gardenia and Boncafe have purpose-built facilities at Pandan Loop. The asking monthly gross rents of warehouse facilities in the Pandan area exceeded SGD12 per sq m in Q3 2009 (Table 5.4).

Table 5.4: Asking Rents in the Vicinity of Pandan NLA

(sq m) Asking Monthly

Gross Rent (SGD)

Asking Monthly Gross Rent

(SGD per sq m) Date

Pandan Crescent 725 10,920 15.06 Dec 2009

Pandan Loop 697 9,500 13.63 Sep 2009

Pandan Crescent 279 3,500 12.55 Aug 2009

Pandan Loop (First Storey of Pantech Business Hub)

173 3,000 17.34 Aug 2009

Source: SISVRealink, DTZ Consulting, February 2010

25 The other fishery port is Senoko Fishery Port, situated in the north of Singapore.26 Land tenure of the site is 23 years.

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5.3 Largest Warehouses The ten largest warehouses in Singapore constitute about 14% of the total warehouse space in Singapore (Table 5.5). The largest warehouses are all located in the West and Central Regions of Singapore, mostly near the ports.

Table 5.5: Ten Largest Warehouses in Singapore27

Name of Development Location Year of Completion

EstimatedGFA28

(sq m) CWT Commodity Hub 24 Penjuru Road 2009 213,300 Jurong Logistics Hub 31 Jurong Port Road 2000 142,300 C&P Logistics Hub 1 46 Penjuru Lane 2004 138,400 C&P Logistics Hub 2 27 Penjuru Lane 2007 95,800 Pioneer Hub 15 Pioneer Walk 2008 91,000 Harbourlink Warehouse 61/ 63 Alexandra Terrace 1996 84,500 7 Gul Circle 7 Gul Circle 1999 82,000 UE Technology Park 8/10 Pandan Crescent 1996 80,900 CWT Distripark @ Jurong Port Road 24 Jurong Port Road 1997 75,900 Senkee Logistics Hub 19/ 21 Pandan Avenue 2007 74,600

Total 1,078,700 Source: DTZ Consulting, February 2010

7 Gul Circle is one of the early ramp-up warehouses in Singapore, developed and owned by Keppel Logistics. C&P Holdings and CWT are major ramp-up warehouse developers in Singapore. Ramp-up warehouses by C&P Holdings include C&P Changi Districentre, Schenker Megahub, Hi-Speed Logistics Centre and C&P Logistics Hub 1 & 2. CWT Logistics Hub 1 & 2, CWT Commodity Hub and CWT Cold Hub are other ramp-up warehouses which were developed by CWT.

5.4 Warehouse Types 5.4.1 Ramp-up Warehouses

Ramp-up warehouses are multi-storey warehouse buildings with a vehicular ramp that allows direct access to warehouse units on upper storeys. Ramp-up warehouses may or may not have vehicular ramp access to all storeys, e.g. the ramp may not serve ancillary offices on the upper storeys. They can have one or a series of ramps in a building and also allow two-way access for large 40-feet container trucks, e.g. CWT Cold Hub.

Five of the six subject properties (CWT Commodity Hub, CWT Cold Hub, Schenker Megahub, Hi-Speed Logistics Centre and C&P Changi Districentre) are ramp-up warehouses. Ramp-up warehouses are gaining popularity as multi-storey warehouses become more prevalent in land-scarce Singapore. Ramp-up warehouses are preferred compared to conventional multi-storey warehouses with cargo lifts due to their ease of access and advantage over conventional, cargo lift operated multi-storey warehouse, e.g. problem of fitting large or heavy goods into cargo lifts. The ramp serves as an alternative to cargo lifts by allowing goods-handling container trucks to load/unload directly at warehouse units on each storey.

5.4.1.1 Building Specifications Ramp-up warehouses generally have better building specifications compared with conventional multi-storey warehouses. They usually have higher floor loading capacity, higher floor-to-ceiling height, wider column-grid space as well as individual loading bays outside the warehouse units (Table 5.6).

27 The ranking and figures are estimated by DTZ Consulting. 28 Figures have been rounded to the nearest hundred.

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Table 5.6: Building Specifications of Conventional and Ramp-up Warehouse Ramp-up Warehouse Conventional Multi-storey

Warehouse

Floor Loading 20 – 25 KN/ sq m 15 – 20 KN/ sq m

Floor-to-Ceiling Height 8 – 11 m 6 – 7 m

Column Spacing 11.4 m by 11.4 m 11 m by 11 m

Loading/ Unloading Bays

Individual loading/ unloading bays, outside the warehouse unit

Shared loading/ unloading bays on the first storey

Availability of Cargo Lifts May or may not have cargo lifts Upper storeys are served

by cargo lifts Source: DTZ Consulting, February 2010

5.4.1.2 Selected Ramp-up Warehouses Ramp-up warehouses are often located in warehouse clusters such as the ALPS, Changi International LogisParks (North and South) in the east and the Tuas, Pioneer and Penjuru areas in the west. As at the end of Q4 2009, there was an estimated 1.4 million sq m of ramp-up warehouse space, constituting about 20% of existing private and public warehouse stock (6.9 mil sq m) in Singapore.

Table 5.7 highlights some ramp-up warehouses in Singapore. The majority of these high quality and large ramp-up warehouses are owned by Real Estate Investment Trust (REITs) (often under a sale-and-leaseback structure) and logistics companies such as CWT and C&P Holdings. The sale of such ramp-up warehouses allows logistics providers to focus on their core competencies and be asset-light.

Table 5.7: Existing Supply of Selected Ramp-up Warehouses in Singapore Year of

Completion Development Location Estimated GFA29

(sq m) 2009 C&P Hub 3 46 Penjuru Lane 67,200

2008 & 2009 CWT Commodity Hub30 24 Penjuru Road 213,300 2008 Pioneer Hub 15 Pioneer Walk 91,000 2008 Soon Hock Holding Logistics Building 7 Penjuru Close 37,600 2008 Zuellig Pharma Distribution Centre 15 Changi North Way 32,000 2007 CWT Cold Hub 2 Fishery Port Road 31,800 2007 C&P Logistics Hub 2 27 Penjuru Lane 95,800 2008 CWT Logistics Hub 2 46A Tanjong Penjuru 48,700 2007 Goldin Logistics Hub 6 Pioneer Walk 20,100 2007 RichLand Business Centre 11 Bedok North Ave 4 19,800 2007 Senkee Logistics Hub (Phase 1 and 2) 19/21 Pandan Avenue 74,600 2006 Schenker Megahub 51 Alps Avenue 40,900 2006 C&P Changi Districentre 5 Changi South Lane 33,800 2006 CWT Logistics Hub 1 38 Tanjong Penjuru 34,900 2006 Hi-Speed Logistics Centre 40 Alps Avenue 28,700 2004 C&P Logistics Hub 46 Penjuru Lane 138,400 2003 Logistics 21 21 Jalan Buroh 48,100 2000 Jurong Logistics Hub 31 Jurong Port Road 142,300 2000 KLW Industrial Building 19 Senoko Loop 15,000 1999 7 Gul Circle 7 Gul Circle 82,000 1998 Sembawang Kimtrans Logistics Centre 30 Old Toh Tuck Road 16,400


29 Figures have been rounded to the nearest hundred. 30 Properties in bold refer to the subject properties.

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Most of the major ramp-up warehouses were developed between 2006 and 2008, similar to the subject properties. Ramp-up warehouses were developed recently as the property type is preferred by logistics service providers compared with conventional warehouses. CWT Commodity Hub and CWT Cold Hub are some of the newer ramp-up warehouses.

Other known ramp-up warehouses which are in the pipeline include CWT Logistics Hub 3 (77,500 sq m) in 2011 and a warehouse development by Yang Kee Holdings (83,850 sq m) in 2012.

5.4.1.3 Advantages and Limitations The key advantage of a ramp-up warehouse is its ease of access. The vehicular ramp, which allows direct access to the warehouse unit, provides greater convenience and higher efficiency. With vehicular access to the upper units, warehouse units on upper storeys have characteristics of a first storey warehouse.

Vehicular access is particularly important for warehouse and distribution facilities where high volume of loading and unloading is involved. A warehouse unit on the first storey with direct vehicular access to the unit usually commands a premium compared to units on the upper storeys. Recent rental transactions in the conventional, cargo lift operated Citilink Warehouse Complex at Pasir Panjang Road shows that the second storey was transacted at SGD18 per sq m, about 13% higher than the eighth storey unit which was transacted at SGD16 per sq m (Table 5.8).

Table 5.8: Recent Transactions in Citilink Warehouse Complex Level Unit Size Monthly Gross Rent

(SGD per sq m) Contract Date

8 111 16.15 May 2009 2 150 18.66 Apr 2009 2 111 18.01 Apr 2009

Source: Transactools, DTZ Consulting, February 2010

With direct vehicular access to every warehouse unit, ramp-up warehouses can command premium rents for units on upper storeys, compared with conventional warehouses. At times, the top storey of the ramp-up warehouse may command higher rents than lower storeys due to the higher floor-to-floor height on the top storey. Ramp-up warehouses are growing in popularity as they offer convenience, cost savings and operational efficiencies to users.

Better building specifications and characteristics of a first storey warehouse for upper storeys with ramp access allow ramp-up warehouses to command higher rents compared with conventional warehouses. The rental premium commanded by a ramp-up warehouse over a conventional warehouse typically ranges from 15% to 25%.

A ramp-up warehouse usually occupies a large site of 1 ha or more compared to a conventional warehouse. As a result, there are limited ramp-up warehouses in the land-scarce Singapore. Notwithstanding, the government may release more land if demand is strong.

Tenants may still prefer a landed or first storey warehouse if given a choice since ramp-up warehouses may face traffic congestion during peak periods especially in multi-tenanted buildings. However, first storey or landed warehouses are limited. On the other hand, cargo lifts may also face congestion during peak hours. Potential traffic congestion in ramp-up warehouses can be improved through proper design of the ramps and internal circulation or by traffic management.

The strengths and weaknesses of ramp-up warehouses relative to conventional multi-storey cargo lift warehouses are summarised in Table 5.9.

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Table 5.9: Strengths and Weaknesses of Ramp-up Warehouses Relative to Conventional Multi-Storey Cargo Lift Warehouses

Ramp-up Warehouses Strengths Developer/Owners’ Perspective

� Higher building efficiency as floor plate does not need to cater for cargo lift shafts � Lower capital expenditure as building does not require cargo lifts � Ability to command premium rents on upper storeys, compared with conventional

warehouses

Operational Aspect � Direct vehicular access to warehouse units on upper storeys � Lower staff, electrical and maintenance cost in the absence of cargo lifts for

loading and unloading goods � Overcome problem of fitting large goods into cargo lifts � Allows undisrupted warehousing operation under all-weather conditions in a

sheltered building � Increased storage capacity and convenience due to higher building efficiency

Weaknesses Developer/Owners’ Perspective � Requires a larger site than conventional warehouse � Limitations to overall façade and layout design

Operational Aspect � May be subjected to traffic congestion during peak hours, especially in multi-

tenanted buildings with ramps that are not sufficiently wide Source: DTZ Consulting, February 2010

5.4.2 Specialised Warehouses

5.4.2.1 LME Approved Warehouses LME warehouses that are approved by the London Metal Exchange (LME) support the trading of futures and options contracts. The largest property in the subject portfolio, CWT Commodity Hub, is an approved LME warehouse facility. Other LME-approved warehouses in Singapore are situated in Jurong Port, Tuas, Pasir Panjang Distripark, PSA Keppel Distripark, Logistics 21 and CWT Distripark (Table 5.10).

Table 5.10: LME Approved Warehouse in Singapore

Source: LME, DTZ Consulting, February 2010

Operator Location of Warehouse

C. Steinweg Warehousing (FE) Pte Ltd

- 28, 30 & 37 Jurong Port Road - 10 Tuas South Street 1 - 30 Tuas South Street - 2 Tuas View Place - 76 Pioneer Road

CWT Commodities (Metals) Pte Ltd - 37 Jurong Port Road, Jurong Port - No. 1, Tuas Avenue 3 - 47 Jalan Buroh, CWT Distripark - 24 Penjuru Road, CWT Commodity Hub

Delivery Network Singapore Pte Ltd - Pasir Panjang Terminal - Sembawang Wharves

GKE Metal Logistics Pte Ltd - 19 Sungei Kadut Street 2 - Jalan Besut

Henry Bath Singapore Pte Ltd - Sembawang Whares - Jurong Port, 37 Jurong Port Road - 1 Banyan Place, Jurong Island

Katoen Natie Asia Pte Ltd - 1 Banyan Place, Jurong Island

NEMS Singapore Pte Ltd - 165 Pasir Panjang Road - Pasir Panjang Road, Pasir Panjang Distripark

Pacorini Toll Pte Ltd - 37 Jurong Port Road - Kampong Bahru Road, PSA Keppel Distripark - 21 Jalan Buroh, Logistics 21

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5.4.2.2 Cold Stores According to Agri-Food & Veterinary Authority of Singapore (AVA), there are 123 cold stores in Singapore as at 1 January 2010. All cold stores have to comply with the Wholesome Meat and Fish Act and licensing conditions. Like all food processing premises and slaughter-houses, cold stores have to obtain approvals for operation. The site or building has to be inspected and approved by the AVA, which will issue an operation licence upon approval. These premises are preferably located in areas where food production and distribution are clustered.

There is relatively strong demand for cold stores in Singapore, especially during the Christmas and Chinese New Year festive seasons, when demand is the highest and most cold stores are occupied. Table 5.11 highlights some of the major cold stores in Singapore. Most of them are located near Jurong Fishery Port. This includes the subject property, CWT Cold Hub, one of the largest cold stores in Singapore.

Table 5.11: Major Cold Stores in Singapore

Development Completion Estimated

GFA31

(sq m) Facilities/ Storage

Capacity Services Type of Access

CWT Cold Hub 2 Fishery Port Road 2007 31,800

� Freezer, chiller, air-conditioned and ambient storage

� Integrated cold chain logistics services with provision of value-add services such as procurement, permit, inventory management, pick & pack, kitting, re-packing and labelling, local distribution and transportation

� Two storeys � Drive-up

Ramp

Mandai Link Logistics Cold Store2 Mandai Link

2006 13,300

� Storage capacity of more than 20,000 MT

� Height of about 30 m, with 12,500 pallet location

� Procuring frozen meat products

� Warehousing � Storage � Sales and distribution

� Automated StorageandRetrieval System (ASRS)

Jurong Cold Store 11 Chin Bee Drive 1998 6,000

� 4,000-tonne capacity for frozen seafood & processing food

� More than 20 individual cold room for customers’ storage

� Stuffing and unloading services

� Repacking services � Other logistics related

services

� Two storeys � ASRS

Suzue-PSA Cold Storage 47/47A Jalan Buroh

N.A. 5,600

� 7,000 tonnes of freezer, chiller and air-conditioned facilities

� Dry storage � Distribution and

transportation� Computerised

documentation and inventory control

� Part four/partfive storeys

� Cargo lifts � Passenger

lifts

Alliance Cold Storage 39 Fishery Port Road

2006 4,700

� One million cubic feet of frozen, chilled and air-conditioned warehouse space

� Cold storage

� Single storey cold storey and three storey office

� Passenger Lifts

NCS Cold Stores/Ben Foods 1 Fishery Port Road

N.A. N.A.

� 26 cold rooms � Total storage area of

50,000 cubic metres � Processing room � Repacking facilities � Offices � Ante room for sorting

� Plug-in of containers � Weighing � Order picking � Trucking of containers � Loading and unloading of

containers� Document clearance

� Semi-automaticASRS


31 Figures have been rounded to the nearest hundred.

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5.5 Demand and Occupancy The average occupancy rate for warehouse space increased steadily since the last trough in 2003. Improvement in occupancy rate was supported by a strong increase in annual net demand since 2005.

As at end 2008, the average occupancy for island-wide warehouse was 92.8% and peaked in Q1 2009 at 93.0%. The global economic crisis affected Singapore’s open economy and pressured occupancy of warehouse space downwards. As at Q4 2009, occupancy for warehouse space was 89.9%, representing a -2.83% point YOY change. Occupancy was also partly affected by the large net supply completed in 2009 (Figure 5.4).

Figure 5.4: Annual Net Supply, Demand and Occupancy of Warehouse Space (Public and Private Sectors)

0

50

100

150

200

250

300

350

400

450

500

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

'000 sq m

80

82

84

86

88

90

92

94

Net Supply (LHS) Net Demand (LHS) Average Occupancy (RHS)

%


5.6 Rental Trend Warehouse rents are generally less volatile compared with other asset classes such as office and shop spaces. Historically, office rents are the most sensitive to economic changes compared with that of shops and warehouses (Figure 5.5).

Figure 5.5: URA Rental Index for Private Multiple-user Warehouse, Office and Shop Space

0

20

40

60

80

100

120

140

160

180

200

Q4

1998

Q2

1999

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Q2

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2009

Q4

2009

Rental Index (Base Year: Q1 2000 = 100)

Private Multi-user Warehouse (Islandwide) Private Sector Office Space (Central Region)

Private Sector Shop Space (Central Region)


F-40


The 75th percentile warehouse rents32 were analysed to reflect rents of higher quality warehouses, which is more representative of the subject properties. The islandwide 75th percentile warehouse rent increased along with the strong economy in 2007. It peaked in Q4 2008 at SGD20.12 per sq m per month. This reflects a 25% increase in 2008.

Impacted by the global economic downturn, rents began to fall. The islandwide warehouse rent in the 75th percentile has fallen by 10% for the first three quarters of 2009 to SGD18.10 per sq m per month in Q3 2009. With the improvement in global economy, the 75th percentile rents for multiple-user warehouse bottomed out in Q3 2009 and improved by 4% QOQ to SGD18.87 per sq m per month in Q4 2009 (Figure 5.6).

Figure 5.6: 75th Percentile Rents for Multiple-user Warehouse

0

5

10

15

20

25

Q1

2000

Q2

2000

Q3

2000

Q4

2000

Q1

2001

Q2

2001

Q3

2001

Q4

2001

Q1

2002

Q2

2002

Q3

2002

Q4

2002

Q1

2003

Q2

2003

Q3

2003

Q4

2003

Q1

2004

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2004

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2004

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2004

Q1

2005

Q2

2005

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2005

Q1

2006

Q2

2006

Q3

2006

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2006

Q1

2007

Q2

2007

Q3

2007

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2007

Q1

2008

Q2

2008

Q3

2008

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2008

Q1

2009

Q2

2009

Q3

2009

Q4

2009

SGD per sq m pm


There is limited recent rental evidence for ramp-up warehouses given their limited supply and higher occupancy. According to market sources, a ramp-up warehouse (GFA: 48,615 sq m) in the Penjuru area achieved an initial rental of SGD11.84 per sq m of GFA per month on a triple net basis in mid 2008. In addition, the average monthly gross rent of ramp-up warehouses in ALPS is in the region of SGD18.30 per sq m to SGD19.38 per sq m.

32 Refers to rents contracted in the corresponding period based on gross rent per month including service charge, excluding Goodsand Services Tax (GST).

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5.7 Price Trend The median price of multiple-user warehouse space has been relatively stagnant between Q2 2004 and 2007. Median prices grew from 2007 and peaked in Q3 2008 at SGD5,426 per sq m. The weak global economy pressured prices downwards to SGD4,107 per sq m in Q3 2009, reflecting 32% decline YOY and were in line with 2004 prices (post SARS). With the global economy improving, median prices for multiple-user warehouse space bottomed out in Q3 2009. It has increased by 5% QOQ to SGD4,323 per sq m in Q4 2009 (Figure 5.7).

Figure 5.7: Median Prices for Multiple-user Warehouse Space33

0

1,000

2,000

3,000

4,000

5,000

6,000

Q3

1999

Q4

1999

Q1

2000

Q2

2000

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Q4

2000

Q1

2001

Q2

2001

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SGD per sq m


5.8 Investment Sales The emergence of REITs, e.g. Ascendas REIT (A-REIT) in 2002, Mapletree Logistics Trust (MLT) in 2005, Cambridge industrial Trust (CIT) in 2006 and Macarthurcook Industrial REIT (MI-REIT) in 2007 has stimulated the investment market. REITs were also aggressive in the acquisition of logistics and warehouse facilities, supported by Singapore’s effort to position itself as a logistics hub. A large number of warehouses were transacted in recent years, backed by inclination towards asset-light strategies by logistics companies and the robust economy before the global economic downturn.

Many of these transactions involve sale-and-leaseback, where the asset was acquired and leased back to the vendor for a period of time, sometimes with an option to renew the lease. The lease term for sale-and-leaseback usually range from five to 15 years, allowing locking-in of earnings with its long lease term. Some of the sale-and-leaseback transactions e.g. Logistics 21 and Sembawang Kimstrans Logistics Centre had annual step-up rental clauses for higher income upside. The initial yield for industrial properties is usually in the range of 7% to 9%. In 2007, the sale of Ossia Building and KTL Distribution Centre to MI-REIT reflected initial yields of 7.1% and 7.3% respectively. In 2008, two ramp-up warehouses - Richland Business Centre and CWT Logistics Hub 2 were transacted and reflected initial yields of 6.5% and 6.0% respectively.

The latest acquisition of 7 Penjuru Close, a 6-storey ramp-up warehouse, by MLT involved MLT entering a sale-and-lease back agreement with CH Cogent Logistics Pte Ltd with initial term of 7 years with a rental escalation of 2% p.a. from the second year onwards, with an option to extend for another three years thereafter, for another four years.

Table 5.12 summarises some of the logistics and warehouse transactions in the last three years. Ramp-up warehouses that were recently transacted include 7 Penjuru Close, CWT Logistics Hub 2, Richland Business Centre, Goldin Logistics Hub, Logistics 21, Sembawang Kimtrans Logistics Centre and Senkee Logistics Hub.

33 Data for Q4 2001 is not available from URA. Data of median prices are based on caveats lodged.

F-42

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F-44


5.9 Potential Supply36

An average 160,930 sq m of private warehouse space was completed annually in the past decade. There was a surge in new warehouse supply in the past three years due to significant completions of warehouse space from CWT Limited and C&P Holdings e.g. CWT Logistics Hub 2 and a subject property, CWT Commodity Hub Phase 1 which were completed in 2008 as well as CWT Logistics Hub 1 in 2007.

About 342,900 sq m of new warehouse space was completed in 2009. Major completions included the extensions of CWT Commodity Hub (GFA 106,100 sq m) and C&P Hub 3 (GFA 67,230 sq m).

Another 383,400 sq m of warehouses is scheduled to complete between 2010 and 2013. The expected completion of a warehouse development at Tanjong Penjuru by CWT Logistics Hub 3 and a warehouse at Mandai Estate by Mandai Properties contributes to a relatively high potential supply in 2011. Notwithstanding, the average annual new supply of warehouse from 2010 and 2013 (95,851 sq m) is less than the historical average (160,930 sq m) in the past decade (Figure 5.8).

Figure 5.8: Annual New Supply of Private Warehouse Space37 (NLA)

92,30177,701

51,200

83,49764,901

120,800

170,700

298,400306,900

342,900

137,376

112,780 118,620

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2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 E 2011 E 2012 E 2013 E

NLA (sq m)

10-year historical average: 160,930 sq m


According to URA, there is only one warehouse/ storage facility by Toll Offshore Petroleum Services that is expected to be completed in Changi/ Loyang in the next four years. In addition, Coolport @ Changi (about 8,000 sq m) is expected to complete in 2010. No new supply is currently expected in Changi International LogisPark (South) where two of the subject properties, C&P Changi Districentre and C&P Changi Districentre 2, are located.

Potential completions near the subject properties in the Jurong Industrial Estate include a warehouse by C Steinweg Warehousing (FE) at Jurong Port Road and a warehouse by Yang Kee Holdings at Jurong Pier Road (Table 5.13).

36 Potential supply is expressed in NLA unless otherwise stated. 37 Historical supply from URA includes all new erections as well as extensions and additions/alterations projects with GFA of 7,000

sq m and above. Potential supply is estimated by DTZ.

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Table 5.13: Major Potential Supply of Warehouse Space (Private Sector) Development Location Estimated GFA

(sq m) 2010Ban Joo & Co Ltd Sixth Lok Yang Road 12,910 Storhub Self Storage Pte Ltd Simei Avenue/Tampines St 92 27,680 C Steinweg Warehousing (F E) Pte Ltd Jurong Port Road 14,780 GKE Warehousing & Logistics Pte Ltd Pioneer Road 26,110 Edgen Murray Pte Ltd Tuas South Street 5/Tuas South Avenue 5 16,160 Charles & Keith Holding Pte Ltd Tai Seng Link 15,750 Bok Seng Logistics Pte Ltd Tuas Avenue 3 12,720 Home-Fix D.I.Y. Pte Ltd Tai Seng Avenue 11,200 Hoe Leong Corporation Pte Ltd Clementi Loop 7,880 Store + Deliver + Logistics Pte Ltd Gul Avenue 7,640 Single-user industrial development Tampines Industrial Avenue 5 6,910 2011CWT Logistics Hub 3 Penjuru 77,500 Single-user industrial development Mandai Estate 31,060 Container Connections Pte Ltd Tuas View Circuit 8,200 Jotun (Singapore) Pte Ltd Tuas View Crescent 7,000 3 Link Development Pte Ltd Ubi Avenue 4/Ubi Road 2 3,990 Industrial Development Woodlands Industrial Park E5 2,410 Trivex Playfair Road 980 2012Yang Kee Holdings Pte Ltd Jurong Pier Road 83,850 Mandai Properties Pte Ltd Mandai Estate 46,790 Sim Lian (Ubi) Pte Ltd Ubi Avenue 4 7,290 2013Toll Offshore Petroleum Services Pte Ltd Loyang Crescent 17,010


Despite the economic downturn, there are only two warehouses which were delayed: a warehouse development by Yang Kee Holding at Jurong Pier Road was delayed from 2011 to 2012 while warehouse retail development at Jurong East was suspended in March 2009.

There is only one public warehouse project (GFA: 7,850 sq m) in the pipeline at Jurong Island Highway. The proposed warehouse is developed by JTC and estimated to complete in 2011. The islandwide public and private warehouse stock is estimated to reach about 7.1 million sq m (NLA) by 2011, 4% up from Q4 2009. Majority of the potential supply is for owner occupation.

There are only two known ramp-up warehouses in the pipeline, i.e. CWT Logistics Hub 3 (GFA: 77,500 sq m) in 2011 and a warehouse by Yang Kee Holdings (GFA: 83,850 sq m) in 2012. Potential supply for ramp-up warehouse is relatively spread out since these developments are scheduled to complete in different years.

The warehouse stock (private and public sector) in the past 10 years reflected a CAGR of 2.8%38.Based on the known warehouse supply in the pipeline, the CAGR between 2010 and 2013 is expected to decline to 0.9%. Meanwhile, the CAGR between 2007 and 2011 was 3.3%.

38 CAGR is calculated based on net supply which takes into account demolition of existing buildings or change of use.

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5.10 Market Outlook The warehouse market is expected to remain soft in the short term with relatively weak global demand and uneven economic recovery. However, potential warehouse supply from 2010 to 2013 is expected to be lower than the average supply over the past decade.

Notwithstanding, the warehouse property market is anticipated to remain relatively positive in the medium term with healthy demand from logistics players. Singapore continues to strengthen as a premier logistics hub, attracting logistics companies to set up or expand their operations in Singapore. Besides entry of new logistics players, many existing logistics companies have expansion plans, supporting demand for warehouse and logistics space in the medium to long term. Recovery of the manufacturing sector and strong competitiveness of Singapore as a logistics nerve centre will support growth of the warehouse property market.

The warehouse segment is stabalising. With the economy slowly recovering, the 75th percentile warehouse rent began to improve by end 2009. Partly affected by the new supply in 2009, the 75th percentile warehouse rents declined by 6% YOY in end 2009. Although the government remains cautious with the economic situation, MTI upgraded their GDP forecast for 2010 to 3 - 5%. In view of this, rents in the 75th percentile for island-wide warehouse space is projected to remain unchanged in 2010 and improve by 5% in 2011 (Table 5.14).

Table 5.14: Projected 75th Percentile Rents for Island-wide Warehouse Space End of Period 75th Percentile Rents

(SGD per sq m pm)39 YOY % Change

2008 20.12 +25%

2009 18.87 -6%

2010 F 18.87 0%

2011 F 19.81 +5%


Ramp-up warehouses are generally more resilient, given their ability to achieve higher demand and rents for units on the upper storeys unlike conventional cargo lift operated multi-storey warehouses. As a result, rents for ramp-up warehouses are likely to recover faster than conventional multi-storey warehouses when the economy improves and vice versa, be less adversely impacted during economic downturns. The subject properties, which are high quality and well located in established warehouse and logistics clusters, are expected to perform better than conventional multi-storey warehouses.

39 Rental numbers are based on year-end figures which may be relatively higher due to seasonal demand.

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6. Review of Cache Logistics Trust’s Property Portfolio

6.1 Introduction The portfolio consists of six properties with an aggregate GFA of 358,304 sq m of warehouse and ancillary office space, dedicated for warehouse and logistics uses. The subject properties are located in the key logistics clusters in Singapore, near major transport nodes, i.e. the air and sea ports. Two of the properties are in Jurong Industrial Estate, two in ALPS and two in Changi International LogisPark (South) (Map 6.1 & Table 6.1).

Map 6.1: Location of Subject Properties

Property Portfolio1. CWT Commodity Hub 2. CWT Cold Hub 3. Schenker Megahub 4. Hi-Speed Logistics Centre 5. C&P Changi Districentre 6. C&P Changi Districentre 2

1

5 6

2

4 3


Jurong Port & Jurong Fishery Port

Changi Airport


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Table 6.1: Subject Properties

Property Location Land Tenure Land Area (sq m)

Gross Floor Area

(sq m) Jurong Industrial Estate

CWT Commodity Hub

24 Penjuru Road 29 years w.e.f 19 Aug 06 85,322.1 213,305.0

CWT Cold Hub

2 Fishery Port Road 30 years w.e.f 20 Dec 05 + 30 years 23,681.4 31,767.7

Airport Logistics Park of Singapore (ALPS)

Schenker Megahub

51 Alps Avenue 30 years w.e.f 1 Jun 05 + 30 years 20,452.0 40,873.3


40 Alps Avenue 30 years w.e.f 16 Aug 05 + 30 years 15,000.0 28,672.3

Changi International LogisPark (South)


5 Changi South Lane 30 years w.e.f 16 Aug 05 + 30 years 13,540.7 33,842.6


3 Changi South Street 3 30 years w.e.f 16 Feb 96 + 30 years 6,109.5 9,842.6

Source: ARA-CWT Trust Management (Cache) Limited, DTZ Consulting, February 2010

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6.2 Properties in Jurong Industrial Estate The two mega logistics and warehousing facilities, CWT Commodity Hub and CWT Cold Hub, enjoy strategic locations, making them ideal for warehouse and logistics uses.

Located in the Penjuru and Jurong Fishery Port (JFP) areas of Jurong Industrial Estate in the western part of Singapore (Map 6.2), CWT Commodity Hub and CWT Cold Hub enjoy prime locations in the established warehousing zone in the eastern side of Jurong Industrial Estate and are highly accessible to Ayer Rajah Expressway (AYE) and West Coast Highway. Close proximity to the Jurong Port, JFP and PSA Singapore Terminals allow quick and efficient movement of goods in and out of Singapore. The two subject properties are also situated close to residential estates in Jurong which provide ready access to labour.

The area near Jurong Fishery Port is a food cluster with a concentration of food-related industries, especially cold stores. Cold stores in the vicinity of CWT Cold Hub include NCS Cold Store, Alliance Cold Storage and Jurong Marine Cold Storage.

Map 6.2: Jurong Port and Jurong Fishery Port

Source: Jurong Port Pte Ltd, DTZ Consulting, February 2010

6.2.1 CWT Commodity Hub CWT Commodity Hub (GFA: 213,305 sq m) is the largest warehouse in Singapore and one of the largest in South-east Asia, spanning over five levels in two adjoining warehouses. The ramp-up warehouse is sited on a large land area of 85,322.1 sq m. It comprises warehouses with mezzanine offices and an office annex as well as a 11,150 sq m ancillary container yard40 to support value-added activities.

CWT Commodity Hub is operated by the developer, CWT Limited, one of Singapore’s largest and fastest growing 3PLs. Operational since April 2008, CWT Commodity Hub is one of the newest warehouse and logistics facility in the vicinity. Key features of the building are its large floor plates, providing flexibility for subdivision or horizontal expansion for end-users. CWT Commodity Hub is an Asia Pacific hub for tea, coffee and other soft commodities. According to CWT, more than 9,290 sq m of GFA is licensed under London Metal Exchange (LME) as an approved warehouse.

40 The container yard area of 11,150 sq m (120,000 sq ft) is not included in CWT Commodity Hub’s overall GFA.

CWT Cold Hub

CWT Commodity Hub

JurongFishery

Port

Jurong Port

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6.2.2 CWT Cold Hub CWT Cold Hub (GFA: 31,768 sq m) is a large-scale ramp-up cold store facility with ambient warehouse and ancillary office. The 2-storey ramp-up cold store was completed in 2007 and is one of the largest multi-temperature controlled facilities in Singapore. The design of the ambient warehouse allows flexibility for conversion to cold room facilities for single- or multi-tenancies.

The property is strategically located near JFP, providing it a competitive advantage for the storage and distribution of frozen goods. Its location at the intersection of Fishery Port Road and Jalan Buroh allows easy access to AYE and West Coast Highway which facilitates distribution.

The ramp allows large and heavy vehicular access e.g. multiple 40-feet container trucks to travel up and down the ramp at the same time. The property is designed with special dock shelters to allow direct loading and unloading into the cold store and achieve an unbroken cold chain access. It enjoys strong demand and is fully occupied as at 30 Sep 2009.

6.3 Properties in Airport Logistics Park of Singapore (ALPS) Two of the subject properties, Schenker Megahub and Hi-Speed Logistics Centre are located in the Airport Logistics Park of Singapore (ALPS) (Map 6.3).

Highly accessible to the airport, ALPS enjoys direct access to Changi International Airport. ALPS is situated in the eastern tip of Singapore, off Changi Coast Road. It is accessible via Loyang Avenue or Nicoll Drive. Major expressways such as East Coast Parkway (ECP) and Pan-Island Expressway (PIE) are about 5-10 minutes drive away.

Land at ALPS is limited with only one unallocated land plot. Due to its strategic location, ALPS hosts some of world’s most renowned logistics providers. Logistics companies that are in ALPs include Schenker, Nippon Express, Expeditors and SDV Logistics.

Compared with other facilities in ALPS, the two subject properties, completed in 2006 and 2007, are relatively new.

To cater to the working population in ALPS, there is an amenity centre (3,400 sq m) that houses a cafeteria, medical clinic and some convenience shops.

6.3.1 Schenker Megahub Schenker Megahub is a ramp-up logistics and warehouse facility that was completed in 2006. Theproperty was developed under a third party build-and-lease arrangement. Schenker Megahub (GFA: 40,873 sq m) is the largest warehouse in ALPS.

The subject property is a 4-storey, purpose-built warehouse with mezzanine offices. The property is designed with temperature and humidity controlled facilities, including pharmaceutical, nutritional storage rooms and cold rooms for handling pharmaceutical and healthcare products. Warehouse space on the first storey is designed with loading bays to handle bulky aerospace products.

The property is occupied by Schenker Singapore for its headquarters in Asia Pacific. Schenker Singapore is an integrated logistics service provider that integrates air and sea freight forwarding into supply chain management. The company was crowned the best pharmaceutical logistics service provider in Singapore by Frost and Sullivan (2006, 2007 & 2008).

SchenkerMegahub




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6.3.2 Hi-Speed Logistics Centre Completed in 2007, Hi-Speed Logistics Centre (GFA: 28,672 sq m) is a 7-storey logistics and warehouse facility with direct ramp access for the first four storeys of the warehouse. The building features 22 raised dock levellers, four cargo lifts and two passenger lifts to serve the seven storey office annex.

The subject property is leased to single end-user, Nippon Express, one of the largest contract logistics player in Asia Pacific. Hi-Speed Logistics Centre is Nippon Express’s headquarter in Singapore and its third facility in Singapore. The facility provides handling services for imports and exports under bonded or cleared status. It functions as a Container Freight Station (CFS) for bonded ocean containers, Unit Load Devices (ULDs) and bonded trucks.

6.4 Properties in Changi International LogisPark (South) The portfolio has two properties, C&P Changi Districentre and C&P Changi Districentre 2, which are located in Changi International LogisPark (South) (Map 6.4).

Changi International LogisPark is one of the most established logistics parks in Singapore. The logistics park is adjacent to Changi Business Park and near Singapore Changi Airport. It is well-served by major expressways such as PIE and ECP.

Key advantage of warehouse and logistics properties in Changi International LogisPark (South) is its proximity to the airport, which facilitates airfreight distribution activities.

6.4.1 C&P Changi Districentre C&P Changi Districentre is a 6-storey ramp-up logistics facility (GFA: 33,843 sq m). Warehouses with mezzanine offices are located on the first five storeys of the building. The sixth storey, with exclusive direct vehicular access, is dedicated for office use. The office can also be accessed via passenger lifts. It is one of the few ramp-up warehouses in Changi International LogisPark (South).

Each floor enjoys high clearance, minimal column interruption and multiple raised dock loading facilities with a wide ramp which allows 40-feet vehicle trucks to access the higher levels. The warehouse is also equipped with 53 covered loading bays with dock-levellers.

TNT is the major end-user in C&P Changi Districentre, occupying over 60% of the building. Other end-users include DHL, Crocs and Kerry Logistics.

6.4.2 C&P Changi Districentre 2 C&P Changi Districentre 2 is a 3-storey warehouse facility (GFA: 9,843 sq m) in Changi International LogisPark (South). The property is surrounded by many purpose-built warehouses and factories that engage in aerospace, airfreight and regional distribution activities.

According to C&P Holdings, over 60% of the warehouse is air-conditioned with cargo lift access. C&P Changi Districentre 2 enjoys high demand and is fully occupied.

C&P Changi Districen tre 2




F-52


6.5 SWOT Analysis The Strengths, Weaknesses, Opportunities and Threats (SWOT) of the portfolio are summarised in Tables 6.2.

Table 6.2: SWOT Analysis – Strengths and Opportunities Property Strengths and Opportunities CWT Commodity Hub

� Proximity to Jurong Port � Easily accessible via AYE and West Coast Highway � Large floor plate allows flexibility of horizontal expansion and sub-division � One of the warehouses globally that is licensed under LME � Direct vehicular access to all warehouse units via ramp for ease of loading and

unloading CWT Cold Hub � Proximity to Jurong Port and Jurong Fishery Port

� Strategically located in a food cluster � Easily accessible via AYE and West Coast Highway � Multiple-temperature controlled cold rooms � Direct vehicular access to warehouse units via ramp � Special dock shelters to ensure unbroken cold chain

Schenker Megahub � Adjacent to Singapore Changi Airport and Changi Airfreight Centre � Location within FTZ increases operational efficiency, allows cost and time

saving� Direct vehicular access to warehouse units via ramp


� Adjacent to Singapore Changi Airport and Changi Airfreight Centre � Location in FTZ increases operational efficiency, allows cost and time saving � Direct vehicular access to warehouse units via ramp


� Proximity to Singapore Changi Airport, Changi Business Park and Singapore Expo

� Easily accessible via PIE and ECP � Direct vehicular access to all warehouse units via ramp � Support demand for the expanding Changi Business Park and industrial

clusters in the east � Limited ramp-up warehouses in Changi International LogisPark (South)


� Proximity to Singapore Changi Airport, Changi Business Park and Singapore Expo

� Easily accessible via PIE and ECP � Support demand from the expanding Changi Business Park and industrial

clusters in the east Property Weaknesses and ThreatsCWT Commodity Hub

� Increased competition due to new warehouse and logistics developments in the vicinity

� Decentralized location, therefore, longer distance for distribution � Large warehouse units, cater mainly for larger end users

CWT Cold Hub � Competition with other existing cold stores in the vicinity � Decentralized location, therefore, longer distance for local distribution � Insecure tenancy for some spaces (10% of total leases are one-month leases)

Schenker Megahub � Competition with warehouse and logistics developments in the vicinity � Single-tenanted facility increases risk


� Competition with warehouse and logistics developments in the vicinity � Single-tenanted facility increases risk


� Competition with warehouse and logistics developments in the vicinity


� Competition with warehouse and logistics developments in the vicinity� No direct vehicular access to the warehouse unit � Lower operational efficiency and higher cost incurred with cargo lifts


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6.6 Competitor Analysis While the subject properties in the portfolio offer unique facilities and high quality warehouse spaces to end-users, there remains competition from other major warehouses and cold stores.

Majority of these buildings are located in the west, in the Jurong Port and Penjuru areas (Map 6.5). Tables 6.3 and 6.4 highlight selected major cold stores and multiple-user ramp-up warehouses that may compete with the subject portfolio.

Table 6.3: Major Cold Stores Mandai Link Logistics Cold Store

Location: Mandai Link GFA: 13,300 sq m Completion: 2006

Services:� Storage capacity of more than 20,000 MT � Height of about 30 m, equipped with 12,500 pallet location � Services include procuring of frozen meat products, warehousing, storage,

sales and distribution Suzue-PSA Cold Storage

Location: Jalan Buroh GFA: 5,600 sq m

Services:� 7,000 tonnes of freezer, chiller and air-conditioned facilities � Dry storage, distribution and transportation � Computerized documentation and investor control


Property Portfolio1. CWT Commodity Hub 2. CWT Cold Hub 3. Schenker Megahub 4. Hi-Speed Logistics Centre 5. C&P Changi Districentre 6. C&P Changi Districentre 2

1

5 6

2

4 3

Other Major Ramp-up Warehouses and Cold Storesa. Jurong Logistics Hub b. C&P Logistics Hub 1 c. C&P Logistics Hub 2 d. Suzue-PSA Cold Storage e. Pioneer Hub f. Mandai Link Logistics Cold Store

e

a-d

f

Jurong Port & Jurong Fishery Port

Changi Airport



Map 6.5: Subject Portfolio and Other Major Ramp-up Warehouses and Cold Stores

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Table 6.4: Major Ramp-up Warehouses Jurong Logistics Hub

Location: Jurong Port Road Estimated GFA: 142,300 sq m Completion: 2000

Services:� Direct loading and unloading � 2-way ramp-up allowing up to 45-feet containers � Floor-to-floor height: 6.2 m – 11.5 m � Includes both warehouses and ancillary office � Roof-top parking for trailers � Air-conditioned foodcourt

C&P Logistics Hub 1 Location: Penjuru Lane Estimated GFA: 138,400 sq m Completion: 2004

Services:� Direct loading and unloading � Dual lane ramp-up access

C&P Logistics Hub 2 Location: Penjuru Lane Estimated GFA: 95,800 sq m Completion: 2007

Services:� Direct loading and unloading

Pioneer Hub Location: Pioneer Walk Estimated GFA: 91,000 sq m Completion: 2008

Services:� Direct loading and unloading � Allows up to 45-feet high cube containers � Floor-to-floor height: 1st to 5th storeys: 9 m; 6th storey: 10 – 12 m � Floor loading: 1st to 5th storeys: 20 KN/ sq m; 6th storey: 30 KN/ sq m � 2 passenger lifts and 1 cargo/ service lift � Canteen


6.7 Portfolio Analysis Table 6.5 summarises some of the key considerations in the choice of a warehouse facility. Location and building specifications are the two key factors. However, the choice in the selection of a warehouse is also dependent on the type of goods to be stored and duration kept in the warehouse. Goods that have quick turnaround time for re-import/export are often located in warehouses close to the air and sea ports, whereas those for domestic consumption are often in warehouses which are readily accessible to major expressways.

Other considerations in warehouse selection such as availability of labour and value-added services by warehouse operators also affect the competitiveness of the warehouse.

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Table 6.5: Key Considerations in Warehouse Selection Consideration Description Location � Proximity to transportation nodes, e.g. airport, seaport, expressways

� Proximity to customers/ suppliers � Free Trade Zones

Nature of Product

� Type and size of products � Temperature or other specific storage requirements

Storage Characteristics

� Purpose of storage, i.e. transshipment or local distribution � Turnaround time/ length of stay in warehouse

Building Specification

� Net usable area � Floor-to-floor height � Column spacing � Floor loading � Accessibility to warehouse, e.g. ramp or cargo lifts � Loading and unloading facilities, e.g. dock levellers � Ventilation of warehouse � Temperature control � Utilities, e.g. electricity and fire protection � Floor insulation � Ease of internal circulation, e.g. width of traffic lanes/ ramp

Others � Rental rates � Maintenance/ operational cost � Availability or provision of handling equipment � Security � Fire protection and fire-fighting system � Value-added services � Availability of labour pool


� Quality building specifications The subject properties generally display quality building specifications. For example, CWT Commodity Hub has a large floor plate that allows better storage capacity and space planning e.g. horizontal space expansion.

Ramp-up warehouse is the key feature of the subject properties. Ramp-up warehouses in the subject portfolio have wide vehicular accessible ramps, which allow goods to be loaded and unloaded directly at the warehouse unit. Ramp-up warehouses in the portfolio can accommodate large 40-feet containers and are wide enough for multiple-vehicular access up and down the ramp at the same time to reduce cost and improve efficiency.

� Established end-users The subject properties are leased to world-renowned and established logistics players, e.g. DHL, Nippon Express, TNT and Schenker that serve many MNCs and international brands.

� Diverse trade sectors of tenants End-users of the subject properties engage in logistics and warehousing business for companies that are in different trade sectors, including industrial and consumer goods, commodities and chemical, food and cold storage and aerospace. This helps diversify business risk.

Overall, the subject portfolio has best-in-class logistics properties with a large market share of quality ramp-up warehouses in Singapore. The properties in the subject portfolio are strategically located with high building specifications and leased to established end users. This will mitigate risks and ensure that the portfolio will outperform the general warehousing market.

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Limiting Conditions

Where it is stated in the report that information has been supplied to us in the preparation of this report by the

sources listed, this information is believed to be reliable and we will accept no responsibility if this should be

otherwise. All other information stated without being attributed directly to another party is obtained from our

searches of records, examination of documents or enquiries with relevant government authorities.

The forward statements in this report are based on our expectations and forecasts for the future. These

statements should be regarded as our assessment of the future, based on certain assumptions on variables

which are subject to changing conditions. Changes in any of these variables may significantly affect our

forecasts.

Utmost care and due diligence has been taken in the preparation of this report. We believe that the contents

are accurate and our professional opinion and advice are based on prevailing market conditions as at the

date of the report. As market conditions do change, we reserve the right to update our opinion and forecasts

based on the latest market conditions.

DTZ gives no assurance that the forecasts and forward statements in this report will be achieved and undue

reliance should not be placed on them.

DTZ Debenham Tie Leung (SEA) Pte Ltd or persons involved in the preparation of this report disclaims all

responsibility and will accept no liability to any other party. Neither the whole nor any part, nor reference

thereto may be published in any document, statement or circular, nor in any communications with third

parties, without our prior written consent of the form or context in which it will appear.

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DTZ Debenham Tie Leung (SEA) Pte Ltd 100 Beach Road #35-00 Shaw Tower Singapore 189702 Tel (65) 6293 3228 Fax (65) 6298 9328/6292 1633 www.dtz.com/sg

DTZ has over 12,500 staff operating from 140 offices in 45 countries.

APPENDIX G

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR ANDACCEPTANCE OF THE UNITS IN SINGAPORE

Applications are invited for the subscription of the Units at the Offering Price of S$0.88 per Unit on theterms and conditions set out below and in the relevant Application Forms or, as the case may be, theElectronic Applications (as defined below).

Investors applying for the Units in the Offering by way of Application Forms or Electronic Applicationsare required to pay in Singapore dollars the Offering Price of S$0.88 per Unit, subject to a refund of thefull amount or, as the case may be, the balance of the applications monies (in each case withoutinterest or any share of revenue or other benefit arising therefrom) where (i) an application is rejectedor accepted in part only, or (ii) if the Offering does not proceed for any reason.

(1) Your application must be made in lots of 1,000 Units or integral multiples thereof. Yourapplication for any other number of Units will be rejected.

(2) You may apply for the Units only during the period commencing at 09.00 a.m. on 2 April 2010 andexpiring at 12.00 p.m. on 8 April 2010. The Offering period may be extended or shortened to suchdate and/or time as the Manager may agree with the Joint Global Coordinators, Bookrunners andUnderwriters, subject to all applicable laws and regulations and the rules of the SGX-ST.

(3) (a) Your application for the Units offered in the Public Offer (the “Public Offer Units”), otherthan the Reserved Units may be made by way of the printed WHITE Public Offer UnitsApplication Forms or by way of Automated teller machine (“ATM”) belonging to theParticipating Banks (“ATM Electronic Applications”) or the Internet Banking (“IB”) websiteof the relevant Participating Banks (“Internet Electronic Applications”, which, togetherwith ATM Electronic Applications, shall be referred to as “Electronic Applications”).

(b) Your application for the Units offered in the Placement Tranche (the “Placement Units”) maybe made by way of the printed BLUE Placement Units Application Forms (or in such othermanner as the Joint Global Coordinators, Bookrunners and Underwriters may in theirabsolute discretion deem appropriate).

(c) Your application for the Reserved Units may only be made by way of the printed PINKReserved Units Application Forms.

(4) You may use up to 35.0 per cent. of your CPF Investible Savings (“CPF Funds”) to applyfor the Units under the Public Offer (excluding the Reserve Tranche). Approval has beenobtained from the Central Provident Fund Board (“CPF Board”) for the use of such CPF Fundspursuant to the Central Provident Fund (Investment Schemes) Regulations, as may be amendedfrom time to time, for the subscription of the Units. You may also use up to 35.0 per cent. of yourCPF Funds for the purchase of the Units in the secondary market.

(5) If you are using CPF Funds to apply for the Units, you must have a CPF Investment Accountmaintained with the relevant Participating Bank. You do not need to instruct the CPF Board totransfer CPF Funds from your CPF Ordinary Account to your CPF Investment Account.

The use of CPF Funds to apply for the Units is further subject to the terms and conditions set outin the section on “Terms and Conditions for Use of CPF Funds” on page G-20.

(6) Only one application may be made for the benefit of one person for the Public Offer Unitsin his own name. Multiple applications for the Public Offer Units will be rejected, except in

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the case of applications by approved nominee companies where each application is madeon behalf of a different beneficiary.

You may not submit multiple applications for the Public Offer Units via the Public OfferUnits Application Form, or Electronic Applications. A person who is submitting anapplication for the Public Offer Units by way of the Public Offer Units Application Form maynot submit another application for the Public Offer Units by way of Electronic Applicationsand vice versa.

A person, other than an approved nominee company, who is submitting an application forthe Public Offer Units in his own name should not submit any other applications for thePublic Offer Units, whether on a printed Application Form or through an ATM ElectronicApplication or Internet Electronic Application, for any other person. Such separateapplications will be deemed to be multiple applications and shall be rejected.

Joint or multiple applications for the Public Offer Units shall be rejected. Personssubmitting or procuring submissions of multiple applications for the Public Offer Unitsmay be deemed to have committed an offence under the Penal Code, Chapter 224 ofSingapore and the Securities and Futures Act, and such applications may be referred tothe relevant authorities for investigation. Multiple applications or those appearing to be orsuspected of being multiple applications (other than as provided herein) will be liable to berejected at our discretion.

(7) Multiple applications may be made in the case of applications by any person for (i) thePlacement Units only (via Placement Units Application Forms or such other form ofapplication as the Joint Global Coordinators, Bookrunners and Underwriters may in theirabsolute discretion deem appropriate) or (ii) the Placement Units together with a singleapplication for the Public Offer Units.

Multiple applications may also be made by any person entitled to apply for the Reserved Units,in respect of a single application for the Reserved Units and (i) a single application for the OfferUnits, or (ii) a single or multiple application(s) for the Placement Units (whether via the PlacementUnits Application Forms (or in such other manner as the Joint Global Coordinators, Bookrunnersand Underwriters may in their absolute discretion deem appropriate) or (iii) both (i) and (ii).

(8) Applications from any person under the age of 18 years, undischarged bankrupts, soleproprietorships, partnerships, chops or non-corporate bodies, joint Securities Account holders ofCDP will be rejected.

(9) Applications from any person whose addresses (furnished in their printed Application Forms or, inthe case of Electronic Applications, contained in the records of the relevant Participating Bank, asthe case may be) bear post office box numbers will be rejected. No person acting or purportingto act on behalf of a deceased person is allowed to apply under the Securities Account with CDPin the deceased’s name at the time of the application.

(10) The existence of a trust will not be recognised. Any application by a trustee or trustees must bemade in his/her or their own name(s) and without qualification or, where the application is madeby way of a printed Application Form by a nominee, in the name(s) of an approved nomineecompany or approved nominee companies after complying with paragraph 11 below.

(11) Nominee applications may only be made by approved nominee companies. Approvednominee companies are defined as banks, merchant banks, finance companies, insurancecompanies, licensed securities dealers in Singapore and nominee companies controlled by them.Applications made by nominees other than approved nominee companies will be rejected.

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(12) If you are not an approved nominee company, you must maintain a Securities Account withCDP in your own name at the time of your application. If you do not have an existing SecuritiesAccount with the CDP in your own name at the time of application, your application will be rejected(if you apply by way of an Application Form) or you will not be able to complete your application(if you apply by way of an Electronic Application). If you have an existing Securities Account withCDP but fail to provide your CDP Securities Account number or provide an incorrect CDPSecurities Account number in your Application Form or in your Electronic Application, as the casemay be, your application is liable to be rejected.

(13) Subject to paragraph 14 below, your application is liable to be rejected if your particulars such asname, National Registration Identity Card (“NRIC”) or passport number or company registrationnumber, nationality and permanent residence status, and CDP Securities Account numberprovided in your Application Form, or in the case of an Electronic Application, contained in therecords of the relevant Participating Bank at the time of your Electronic Application, as the casemay be, differ from those particulars in your Securities Account as maintained by CDP. If you havemore than one individual direct Securities Account with the CDP, your application shall berejected.

(14) If your address as stated in the Application Form or, in the case of an ElectronicApplication, contained in the records of the relevant Participating Bank, as the case maybe, is different from the address registered with CDP, you must inform CDP of your updatedaddress promptly, failing which the notification letter on successful allocation from CDPwill be sent to your address last registered with CDP.

(15) This Prospectus and its accompanying Application Forms have not been registered in anyjurisdiction other than in Singapore. The distribution of this Prospectus and its accompanyingApplication Forms may be prohibited or restricted (either absolutely or unless various securitiesrequirements, whether legal or administrative, are complied with) in certain jurisdictions under therelevant securities laws of those jurisdictions. Without limiting the generality of the foregoing,neither this Prospectus (including its Application Forms) nor any copy thereof may be taken,transmitted, published or distributed, whether directly or indirectly, in whole or in part in or into theUnited States or any other jurisdiction (other than Singapore) and they do not constitute an offerof securities for sale into the United States or any jurisdiction in which such offer is not authorisedor to any person to whom it is unlawful to make such an offer. The Units have not been and willnot be registered under the Securities Act and, subject to certain exceptions, may not be offeredor sold within the United States or to, or for the account or benefit of, U.S. persons (as defined inRegulation S). The Units are being offered and sold outside the United States to non-U.S. persons(including institutional and other investors in Singapore) in reliance on Regulation S. There will beno public offer of Units in the United States. Any failure to comply with this restriction mayconstitute a violation of securities laws in the United States and in other jurisdictions.

The Manager reserves the right to reject any application for Units where the Managerbelieves or has reason to believe that such applications may violate the securities laws orany applicable legal or regulatory requirements of any jurisdiction.

No person in any jurisdiction outside Singapore receiving this Prospectus or its accompanyingdocuments (including the Application Form) may treat the same as an offer or invitation tosubscribe for any Units unless such an offer or invitation could lawfully be made withoutcompliance with any regulatory or legal requirements in those jurisdictions.

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(16) The Manager reserves the right to reject any application which does not conform strictly to theinstructions or with the terms and conditions set out in this Prospectus (including the instructionsset out in the accompanying Application Forms, in the ATMs and IB websites of the relevantParticipating Banks) or, in the case of an application by way of an Application Form, the contentsof which is illegible, incomplete, incorrectly completed or which is accompanied by an improperlydrawn up or improper form of remittance.

(17) The Manager further reserves the right to treat as valid any applications not completed orsubmitted or effected in all respects in accordance with the instructions and terms and conditionsset out in this Prospectus (including the instructions set out in the accompanying ApplicationForms and in the ATMs and IB websites of the relevant Participating Banks), and also to presentfor payment or other processes all remittances at any time after receipt and to have full accessto all information relating to, or deriving from, such remittances or the processing thereof.

Without prejudice to the rights of the Manager, each of the Joint Global Coordinators,Bookrunners and Underwriters, as agent of the Manager, has been authorised to accept, for andon behalf of the Manager, such other forms of application as the Joint Global Coordinators,Bookrunners and Underwriters may, in consultation with the Manager, deem appropriate.

(18) The Manager reserves the right to reject or to accept, in whole or in part, or to scale down or toballot, any application, without assigning any reason therefor, and none of the Manager and theJoint Global Coordinators, Bookrunners and Underwriters will entertain any enquiry and/orcorrespondence on the decision of the Manager. This right applies to applications made by wayof Application Forms and by way of Electronic Applications and by such other forms of applicationas the Joint Global Coordinators, Bookrunners and Underwriters may, in consultation with theManager, deem appropriate. In deciding the basis of allocation, the Manager, in consultation withthe Joint Global Coordinators, Bookrunners and Underwriters, will give due consideration to thedesirability of allocating the Units to a reasonable number of applicants with a view to establishingan adequate market for the Units.

(19) In the event that the Manager lodges a supplementary or replacement prospectus (“RelevantDocument”) pursuant to the Securities and Futures Act or any applicable legislation in force fromtime to time prior to the close of the Offering, and the Units have not been issued, the Managerwill (as required by law) at the Manager’s sole and absolute discretion either:

(a) within two days (excluding any Saturday, Sunday or public holiday) from the date of thelodgement of the Relevant Document, give you notice in writing of how to obtain, or arrangeto receive, a copy of the same and provide you with an option to withdraw your applicationand take all reasonable steps to make available within a reasonable period the RelevantDocument to you if you have indicated that you wish to obtain, or have arranged to receive,a copy of the Relevant Document; or

(b) within seven days of the lodgement of the Relevant Document, give you a copy of theRelevant Document and provide you with an option to withdraw your application; or

(c) deem your application as withdrawn and cancelled and refund your application monies(without interest or any share of revenue or other benefit arising therefrom) to you withinseven days from the lodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraphs 19(a) and (b) above towithdraw his application shall, within 14 days from the date of lodgement of the RelevantDocument, notify us whereupon the Manager shall, within seven days from the receipt ofsuch notification, return all monies in respect of such application (without interest or anyshare of revenue or other benefit arising therefrom).

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In the event that the Units have already been issued at the time of the lodgement of theRelevant Document but trading has not commenced, the Manager will (as required by law)either:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of thelodgement of the Relevant Document, give you notice in writing of how to obtain, orarrange to receive, a copy of the same and provide you with an option to return to theManager the Units which you do not wish to retain title in and take all reasonable stepsto make available within a reasonable period the Relevant Document to you if you haveindicated that you wish to obtain, or have arranged to receive, a copy of the RelevantDocument; or

(ii) within seven days from the lodgement of the Relevant Document, give you a copy ofthe Relevant Document and provide you with an option to return the Units which youdo not wish to retain title in; or

(iii) deem the issue as void and refund your payment for the Units (without interest or anyshare of revenue or other benefit arising therefrom) within seven days from thelodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraphs 19(c)(i) and (ii) above to returnthe Units issued to him shall, within 14 days from the date of lodgment of the Relevant Document,notify us of this and return all documents, if any, purporting to be evidence of title of those Units,whereupon the Manager shall, within seven days from the receipt of such notification anddocuments, pay to him all monies paid by him for the Units without interest or any share ofrevenue or other benefit arising therefrom and at his own risk, and the Units issued to him shallbe deemed to be void.

Additional terms and instructions applicable upon the lodgement of the Relevant Document,including instructions on how you can exercise the option to withdraw, may be found in suchRelevant Document.

(20) The Units may be reallocated between the Placement Tranche and the Public Offer for anyreason, including in the event of excess applications in one and a deficit of applications in theother at the discretion of the Joint Global Coordinators, Bookrunners and Underwriters, inconsultation with the Manager.

There will not be any physical security certificates representing the Units. It is expected that CDPwill send to you, at your own risk, within 15 Market Days after the close of the Offering, and subjectto the submission of valid applications and payment for the Units, a statement of account statingthat your Securities Account has been credited with the number of Units allocated to you. This willbe the only acknowledgement of application monies received and is not an acknowledgement bythe Manager. You irrevocably authorise CDP to complete and sign on your behalf as transfereeor renouncee any instrument of transfer and/or other documents required for the issue or transferof the Units allocated to you. This authorisation applies to applications made both by way ofApplication Forms and by way of Electronic Applications.

(21) You irrevocably authorise CDP to disclose the outcome of your application, including the numberof Units allocated to you pursuant to your application, to the Manager, the Joint GlobalCoordinators, Bookrunners and Underwriters and any other parties so authorised by CDP, theManager and/or the Joint Global Coordinators, Bookrunners and Underwriters.

(22) Any reference to “you” or the “Applicant” in this section shall include an individual, a corporation,an approved nominee company and trustee applying for the Units by way of an Application Formor by way of Electronic Application or by such other manner as the Joint Global Coordinators,Bookrunners and Underwriters may, in their absolute discretion, deem appropriate.

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(23) By completing and delivering an Application Form and, in the case of an ATM ElectronicApplication, by pressing the “Enter” or “OK” or “Confirm” or “Yes” key or any other relevant key onthe ATM or, in the case of an Internet Electronic Application, by clicking “Submit” or “Continue” or“Yes” or “Confirm” or any other button on the IB website screen in accordance with the provisionsherein, you:

(a) irrevocably agree and undertake to purchase the number of Units specified in yourapplication (or such smaller number for which the application is accepted) at the OfferingPrice for each Unit and agree that you will accept such number of Units as may be allocatedto you, in each case on the terms of, and subject to the conditions set out in, the Prospectusand its accompanying Application Forms and the Trust Deed;

(b) agree that, in the event of any inconsistency between the terms and conditions forapplication set out in this Prospectus and its accompanying documents (including theApplication Form) and those set out in the IB websites or ATMs of the Participating Banks,the terms and conditions set out in the Prospectus and its accompanying Application Formsshall prevail;

(c) in the case of an application by way of a Public Offer Units Application Form or an ElectronicApplication, agree that the Offering Price for the Public Offer Units applied for is due andpayable to the Manager upon application;

(d) in the case of an application by way of a Placement Units Application Form or such otherforms of application as the Joint Global Coordinators, Bookrunners and Underwriters may intheir absolute discretion deem appropriate, agree that the Offering Price for the PlacementUnits applied for is due and payable to the Manager upon application;

(e) warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by the Manager in determining whether toaccept your application and/or whether to allocate any Units to you; and

(f) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of the Manager nor any ofthe Joint Global Coordinators, Bookrunners and Underwriters will infringe any such laws asa result of the acceptance of your application.

(24) Acceptance of applications will be conditional upon, inter alia, the Manager being satisfied that:

(a) permission has been granted by the SGX-ST to deal in and for the quotation of (i) all Unitscomprised in the Offering, (ii) the Consideration Units, (iii) the ARA Units, (iv) theCornerstone Units and (v) all the Units which will be issued to the Manager from time to timein full or part payment of the Manager’s management fees on the Main Board of the SGX-ST;

(b) the Underwriting Agreement, referred to in the section on “Plan of Distribution” in thisProspectus, has become unconditional and has not been terminated; and

(c) the Authority has not served a stop order which directs that no or no further Units to whichthis Prospectus relates be allotted or issued (“Stop Order”).

(25) In the event that a Stop Order in respect of the Units is served by the Authority or other competentauthority, and:

(a) the Units have not been issued (as required by law), all applications shall be deemed to bewithdrawn and cancelled and the Manager shall refund the application monies (withoutinterest or any share of revenue or other benefit arising therefrom) to you within 14 days ofthe date of the Stop Order; or

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(b) if the Units have already been issued but trading has not commenced, the issue will (asrequired by law) be deemed void and the Manager shall refund your payment for the Units(without interest or any share of revenue or other benefit arising therefrom) to you within 14days from the date of the Stop Order.

This shall not apply where only an interim Stop Order has been served.

(26) In the event that an interim Stop Order in respect of the Units is served by the Authority or othercompetent authority, no Units shall be issued to you until the Authority revokes the interim StopOrder. The Authority is not able to serve a Stop Order in respect of the Units if the Units have beenissued and listed on SGX-ST and trading in them has commenced.

(27) Additional terms and conditions for applications by way of Application Forms are set out in thesection below entitled “Additional Terms and Conditions for Applications for Offer Units usingPrinted Application Forms” on pages G-7 to G-10 of this Prospectus.

(28) Additional terms and conditions for applications by way of Electronic Applications are set out in thesection below entitled “Additional Terms and Conditions for Electronic Applications” on pagesG-12 to G-17 of this Prospectus.

(29) All payments in respect of any application for Units, and all refunds where (a) an application isrejected or accepted in part only, or (b) the Offering does not proceed for any reason, shall bemade in Singapore dollars.

(30) All payments in respect of any application for Placement Units, and all refunds where (a) anapplication is rejected or accepted in part only, or (b) the Offering does not proceed for anyreason, shall be made in Singapore dollars.

(31) All payments in respect of any application for Reserved Units, and all refunds where (a) anapplication is rejected or accepted in part only, or (b) the Offering does not proceed for anyreason, shall be made in Singapore dollars.

(32) No application will be held in reserve.

(33) This Prospectus is dated 1 April 2010. No Units shall be allotted or allocated on the basis of thisProspectus later than 12 months after the date of this Prospectus.

Additional Terms and Conditions for Applications for Offer Units using Printed ApplicationForms

Applications by way of an Application Form shall be made on, and subject to the terms and conditionsof this Prospectus, including but not limited to the terms and conditions set out below, as well as thoseset out under the section entitled “Terms, Conditions and Procedures for Application for andAcceptance of the Units in Singapore” on pages G-1 and G-21 of this Prospectus and the Trust Deed.

(1) Applications for the Public Offer Units must be made using the printed WHITE Public Offer UnitsApplication Forms and printed WHITE official envelopes “A” and “B”, accompanying and formingpart of this Prospectus.

Applications for the Placement Units must be made using the printed BLUE Placement UnitsApplication Forms (or in such manner as the Underwriters may in their absolute discretion deemappropriate), accompanying and forming part of this Prospectus.

Application for the Reserved Units must be made using the printed PINK Reserved UnitsApplication Forms, accompany and forming part of this Prospectus.

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Without prejudice to the rights of the Manager, the Joint Global Coordinators, Bookrunners andUnderwriters, as agents of the Manager, have been authorised to accept, for and on behalf of theManager, such other forms of application, as the Joint Global Coordinators, Bookrunners andUnderwriters may (in consultation with the Manager) deem appropriate.

Your attention is drawn to the detailed instructions contained in the Application Forms and thisProspectus for the completion of the Application Forms, which must be carefully followed. TheManager reserves the right to reject applications which do not conform strictly to theinstructions set out in the Application Forms and this Prospectus (or, in the case ofapplications for the Placement Units, followed) which are illegible, incomplete, incorrectlycompleted or which are accompanied by improperly drawn remittances or improper formof remittances.

(2) You must complete your Application Forms in English. Please type or write clearly in ink usingBLOCK LETTERS.

(3) You must complete all spaces in your Application Forms except those under the heading “FOROFFICIAL USE ONLY” and you must write the words “NOT APPLICABLE” or “N.A.” in anyspace that is not applicable.

(4) Individuals, corporations, approved nominee companies and trustees must give their names infull. If you are an individual, you must make your application using your full name as it appearson your NRIC (if you have such an identification document) or in your passport and, in the caseof a corporation, in your full name as registered with a competent authority. If you are not anindividual, you must complete the Application Form under the hand of an official who must statethe name and capacity in which he signs the Application Form. If you are a corporation completingthe Application Form, you are required to affix your common seal (if any) in accordance with yourMemorandum and Articles of Association or equivalent constitutive documents of the corporation.If you are a corporate applicant and your application is successful, a copy of your Memorandumand Articles of Association or equivalent constitutive documents must be lodged with CLT’s UnitRegistrar. The Manager reserves the right to require you to produce documentary proof ofidentification for verification purposes.

(5) (a) You must complete Sections A and B and sign page 1 of the Application Form.

(b) You are required to delete either paragraph 6(c) or 6(d) on page 1 of the Application Form.Where paragraph 6(c) is deleted, you must also complete Section C of the Application Formwith particulars of the beneficial owner(s).

(c) If you fail to make the required declaration in paragraph 6(c) or 6(d), as the case may be, onpage 1 of the Application Form, your application is liable to be rejected.

(6) You (whether an individual or corporate applicant, whether incorporated or unincorporated andwherever incorporated or constituted) will be required to declare whether you are a citizen orpermanent resident of Singapore or a corporation in which citizens or permanent residents ofSingapore or any body corporate constituted under any statute of Singapore have an interest inthe aggregate of more than 50 per cent. of the issued share capital of or interests in suchcorporation. If you are an approved nominee company, you are required to declare whether thebeneficial owner of the Units is a citizen or permanent resident of Singapore or a corporation,whether incorporated or unincorporated and wherever incorporated or constituted, in whichcitizens or permanent residents of Singapore or any body corporate incorporated or constitutedunder any statute of Singapore have an interest in the aggregate of more than 50 per cent. of theissued share capital of or interests in such corporation.

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(7) You may apply and make payment for your application for the Units in Singapore currency in thefollowing manner:

(a) Cash only — You may apply for the Units using only cash. Each application must beaccompanied by a cash remittance in Singapore currency for the full amount payable inSingapore dollars of the Offering Price of S$0.88 per Unit, in respect of the number of Unitsapplied for, in the form of a BANKER’S DRAFT or CASHIER’S ORDER drawn on a bankin Singapore, made out in favour of “CLT UNIT ISSUE ACCOUNT” crossed “A/C PAYEEONLY” with your name, CDP Securities Account number and address written clearly on thereverse side. Applications not accompanied by any payment or accompanied by any otherform of payment will not be accepted. No combined Banker’s Draft or Cashier’s Order fordifferent CDP Securities Accounts shall be accepted. Remittances bearing “NOTTRANSFERABLE” or “NON-TRANSFERABLE” crossings will be rejected.

(b) CPF Funds only — You may apply for the Units using only CPF Funds. Each applicationmust be accompanied by a remittance in Singapore currency for the full amount payable atthe Offering Price of S$0.88 for each Unit, in respect of the number of Units applied for. Theremittance must be in the form of a CPF CASHIER’S ORDER (available for purchase at theCPF approved bank with which the applicant maintains his CPF Investment Account), madeout in favour of “CLT UNIT ISSUE ACCOUNT” with your name, Securities Account numberand address written clearly on the reverse side. Applications not accompanied by anypayment or accompanied by any other form of payment will not be accepted. For additionalterms and conditions governing the use of CPF Funds, please refer to page G-20 of thisdocument.

(c) Cash and CPF Funds — You may apply for the Units using a combination of cash and CPFFunds, PROVIDED THAT the number of Units applied for under each payment method is inlots of 1,000 Units or integral multiples thereof. Such applications must comply with therequirements for applications by cash and by CPF Funds as set out in the precedingparagraphs. In the event that applications for Offer Units are accepted in part only, the cashportion of the application monies will be used in respect of such applications before the CPFFunds are used.

An applicant applying for 1,000 Units must use either cash only or CPF Funds only. Noacknowledgement of receipt will be issued for applications and application monies received.

(8) Monies paid in respect of unsuccessful applications are expected to be returned (without interestor any share of revenue or other benefit arising therefrom) to you by ordinary post, in the eventof oversubscription for the Units, within 24 hours of the balloting (or such shorter period as theSGX-ST may require), at your own risk. Where your application is rejected or accepted or in partonly, the full amount or the balance of the application monies, as the case may be, will be refunded(without interest or any share of revenue or other benefit arising therefrom) to you by ordinary postat your own risk within 14 Market Days after the close of the Offering, PROVIDED THAT theremittance accompanying such application which has been presented for payment or otherprocesses has been honoured and the application monies received in the designated unit issueaccount. If the Offering does not proceed for any reason, the full amount of application monies(without interest or any share of revenue or other benefit arising therefrom) will be returned to youwithin three Market Days after the Offering is discontinued.

(9) Capitalised terms used in the Application Forms and defined in this Prospectus shall bear themeanings assigned to them in this Prospectus.

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(10) By completing and delivering the Application Forms, you agree that:

(a) in consideration of the Manager having distributed the Application Form to you and bycompleting and delivering the Application Form before the close of the Offering:

(i) your application is irrevocable;

(ii) your remittance will be honoured on first presentation and that any monies returnablemay be held pending clearance of your payment without interest or any share ofrevenue or other benefit arising therefrom; and

(iii) you represent and agree that you are not a U.S. person (within the meaning ofRegulation S);

(b) all applications, acceptances or contracts resulting therefrom under the Offering shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(c) in respect of the Units for which your application has been received and not rejected,acceptance of your application shall be constituted by written notification by or on behalf ofthe Manager and not otherwise, notwithstanding any remittance being presented forpayment by or on behalf of the Manager;

(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application;

(e) reliance is placed solely on information contained in this Prospectus and that none of theManager, the Sponsor, the Joint Global Coordinators, Bookrunners and Underwriters or anyother person involved in the Offering shall have any liability for any information not containedtherein;

(f) you consent to the disclosure of your name, NRIC/passport number or company registrationnumber, address, nationality, permanent resident status, Securities Account number, andUnit application amount to our Unit Registrar, CDP, Securities Clearing Computer Services(Pte) Ltd (“SCCS”), SGX-ST, the Manager and the Joint Global Coordinators, Bookrunnersand Underwriters (the “Relevant Parties”); and

(g) you irrevocably agree and undertake to purchase the number of Units applied for as statedin the Application Form or any smaller number of such Units that may be allocated to you inrespect of your application. In the event that the Manager decides to allocate any smallernumber of Units or not to allocate any Units to you, you agree to accept such decision asfinal.

Procedures Relating to Applications for the Public Offer Units by Way of Printed ApplicationForms

(1) Your application for the Public Offer Units by way of printed Application Forms must be madeusing the WHITE Public Offer Units Application Forms and WHITE official envelopes “A” and “B”.

(2) You must:

(a) enclose the WHITE Public Offer Units Application Form, duly completed and signed,together with correct remittance for the full amount payable at the Offering Price inSingapore currency in accordance with the terms and conditions of this Prospectus and itsaccompanying documents, in the WHITE official envelope “A” provided;

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(b) in appropriate spaces on the WHITE official envelope “A”:

(i) write your name and address;

(ii) state the number of Public Offer Units applied for; and

(iii) tick the relevant box to indicate form of payment;

(c) SEAL THE WHITE OFFICIAL ENVELOPE “A”;

(d) write, in the special box provided on the larger WHITE official envelope “B” addressed to M& C Services Private Limited, 138 Robinson Road, #17-00 The Corporate Office, Singapore068906, the number of Public Offer Units you have applied for;

(e) insert the WHITE official envelope “A” into the WHITE official envelope “B” and seal theWHITE OFFICIAL ENVELOPE “B”; and

(f) affix adequate Singapore postage on the WHITE official envelope “B” (if dispatching byordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HANDthe documents at your own risk to M & C Services Private Limited, 138 Robinson Road,#17-00 The Corporate Office, Singapore 068906, so as to arrive by 12.00 p.m. on 8 April2010 or such other date(s) and time(s) as the Manager may agree with the Joint GlobalCoordinators, Bookrunners and Underwriters. Courier services or Registered Post mustNOT be used.

(3) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or which are not honoured upon their first presentation are liable to be rejected.Except for application for the Placement Units where remittance is permitted to be submittedseparately, applications for the Public Offer Units not accompanied by any payment or any otherform of payment will not be accepted.

(4) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement ofreceipt will be issued for any application or remittance received.

Procedures Relating to Applications for the Placement Units by Way of Printed ApplicationForms

(1) Your application for the Placement Units by way of printed Application Forms must be made usingthe BLUE Placement Units Application Forms.

(2) The completed and signed BLUE Placement Units Application Form and your remittance, inaccordance with the terms and conditions of this Prospectus, for the full amount payable at theOffering Price, as the case may be, for each Unit in respect of the number of Placement Unitsapplied for, with your name, Securities Account number and address clearly written on the reverseside, must be enclosed and sealed in an envelope to be provided by you. Your application forPlacement Units must be delivered to M & C Services Private Limited, 138 Robinson Road #17-00The Corporate Office, Singapore 068906, to arrive by 10.00 a.m. on 7 April 2010 or such otherdate(s) and time(s) as the Manager may agree with the Joint Global Coordinators, Bookrunnersand Underwriters. Courier services or Registered Post must NOT be used.

(3) In respect of an application for Placement Units, you may alternatively remit your applicationmonies by electronic transfer to the account of DBS, Shenton Way Branch, Current Account No.003-710406-0 in favour of “CLT UNIT ISSUE ACCOUNT” by 10.00 a.m. on 7 April 2010 or suchother date(s) and time(s) as the Manager may agree with the Joint Global Coordinators,Bookrunners and Underwriters. Applicants who remit their application monies via electronictransfer should send a copy of the telegraphic transfer advice slip to M & C Services PrivateLimited, 138 Robinson Road #17-00 The Corporate Office, Singapore 068906, , to arrive by 10.00a.m. on 7 April 2010 or such other date(s) and time(s) as the Manager may agree with the JointGlobal Coordinators, Bookrunners and Underwriters.

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(4) Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or which are not honoured upon their first presentation are liable to be rejected.


Procedures Relating to Applications for the Reserved Units by Way of Printed ApplicationForms

(1) Your application for the Reserved Units by way of printed Application Forms must be made usingthe PINK Reserved Units Application Forms.

(2) The completed and signed PINK Reserved Units Application Form and your remittance, inaccordance with the terms and conditions of this Prospectus, in Singapore currency for the fullamount payable at the Offering Price for each Unit in respect of the number of Reserved Unitsapplied for, with your name, Securities Account number and address clearly written on the reverseside, must be enclosed and sealed in an envelope to be provided by you. Your application for theReserved Units must be delivered to M & C Services Private Limited, 138 Robinson Road, #17-00The Corporate Office, Singapore 068906, to arrive by 10.00 a.m. on 6 April 2010 or such otherdate(s) and time(s) as the Manager may agree with the Joint Global Coordinators, Bookrunnersand Underwriters.


Additional Terms and Conditions for Electronic Applications

Electronic Applications shall be made on and subject to the terms and conditions of this Prospectus,including but not limited to the terms and conditions set out below and those under the section “Terms,Conditions and Procedures for Application for and Acceptance of the Units in Singapore” on pages G-1to G-21 of this Prospectus, as well as the Trust Deed.

(1) The procedures for Electronic Applications are set out on the ATM screens of the relevantParticipating Banks (in the case of ATM Electronic Applications) and the IB website screens of therelevant Participating Banks (in the case of Internet Electronic Applications). Currently, DBS andthe UOB Group are the only Participating Banks through which Internet Electronic Applicationsmay be made.

(2) For illustration purposes, the procedures for Electronic Applications for Public Offer Units throughATMs and the IB website of DBS (together the “Steps”) are set out in pages G-18 to G-20 of thisProspectus. The Steps set out the actions that you must take at ATMs or the IB website of DBSto complete an Electronic Application. The actions that you must take at the ATMs or the IBwebsites of the other Participating Banks are set out on the ATM screens or the IB websitescreens of the respective Participating Banks.

Please read carefully the terms and conditions of this Prospectus and its accompanyingdocuments (including the Application Form), the Steps and the terms and conditions for ElectronicApplications set out below before making an Electronic Application.

(3) Any reference to “you” or the “Applicant” in these Additional Terms and Conditions for ElectronicApplications and the Steps shall refer to you making an application for Public Offer Units throughan ATM of one of the relevant Participating Banks or the IB website of a relevant ParticipatingBank.

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(4) If you are making an ATM Electronic Application:

(a) You must have an existing bank account with and be an ATM cardholder of one of theParticipating Banks. An ATM card issued by one Participating Bank cannot be used to applyfor Public Offer Units at an ATM belonging to other Participating Banks.

(b) You must ensure that you enter your own Securities Account number when using the ATMcard issued to you in your own name. If you fail to use your own ATM card or do not key inyour own Securities Account number, your application will be rejected. If you operate a jointbank account with any of the Participating Banks, you must ensure that you enter your ownSecurities Account number when using the ATM card issued to you in your own name. Usingyour own Securities Account number with an ATM card which is not issued to you in your ownname will render your Electronic Application liable to be rejected.

(c) Upon the completion of your ATM Electronic Application, you will receive an ATM transactionslip (“Transaction Record”), confirming the details of your ATM Electronic Application. TheTransaction Record is for your retention and should not be submitted with any printedApplication Form.

(5) If you are making an Internet Electronic Application:

(a) You must have an existing bank account with, and a User Identification (“User ID”) as wellas a Personal Identification Number (“PIN”) given by, the relevant Participating Bank.

(b) You must ensure that the mailing address of your account selected for the application is inSingapore and you must declare that the application is being made in Singapore. Otherwise,your application is liable to be rejected. In connection with this, you will be asked to declarethat you are in Singapore at the time you make the application.

(c) Upon the completion of your Internet Electronic Application through the IB website of therelevant Participating Bank, there will be an on-screen confirmation (“ConfirmationScreen”) of the application which can be printed out by you for your record. This printedrecord of the Confirmation Screen is for your retention and should not be submitted with anyprinted Application Form.

(6) In connection with your Electronic Application for Public Offer Units, you are required to confirmstatements to the following effect in the course of activating the Electronic Application:

(a) that you have received a copy of the Prospectus (in the case of ATM Electronic Applications)and have read, understood and agreed to all the terms and conditions of application for thePublic Offer Units and the Prospectus prior to effecting the Electronic Application and agreeto be bound by the same;

(b) that you consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent resident status, CDP Securities Account number, CPF InvestmentAccount number (if applicable) and Public Offer Unit application amount (the “RelevantParticulars”) from your account with the relevant Participating Bank to the Relevant Parties;and

(c) where you are applying for the Public Offer Units, that this is your only application for thePublic Offer Units and it is made in your name and at your own risk.

Your application will not be successfully completed and cannot be recorded as a completedtransaction unless you press the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant keyin the ATM or click “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevantbutton on the website screen. By doing so, you shall be treated as signifying your confirmation ofeach of the three statements above. In respect of statement 6(b) above, your confirmation, bypressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in the ATM or click

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“Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button, shall signify andshall be treated as your written permission, given in accordance with the relevant laws ofSingapore, including Section 47(2) of the Banking Act, Chapter 19 of Singapore, to the disclosureby that Participating Bank of the Relevant Particulars of your account(s) with that ParticipatingBank to the Relevant Parties.

(7) You must have sufficient funds in your bank account with your Participating Bank at the time youmake your ATM Electronic Application or Internet Electronic Application, failing which suchElectronic Application will not be completed. Any ATM Electronic Application or Internet ElectronicApplication which does not conform strictly to the instructions set out in this Prospectus or on thescreens of the ATMs or on the IB website of the relevant Participating Bank, as the case may be,through which your ATM Electronic Application or Internet Electronic Application is being madeshall be rejected.

(8) You may apply and make payment for your application for the Public Offer Units in Singaporecurrency in the following manner:

(a) Cash only — You may apply for the Public Offer Units through any ATM or IB website (asthe case may be) of your Participating Bank by authorising your Participating Bank to deductthe full amount payable from your bank account(s) with such Participating Bank.

(b) CPF Funds only — You may apply for the Public Offer Units through any ATM or IB website(as the case may be) of your Participating Bank using only CPF Funds by authorising yourParticipating Bank to deduct the full amount payable from your CPF Investment Account withthe respective Participating Bank. For additional terms and conditions governing the use ofCPF Funds, please refer to page G-20 of this Prospectus.

(c) Cash and CPF Funds — You may apply for the Offer Units through any ATM or IB website(as the case may be) of your Participating Bank using a combination of cash and CPFFunds, PROVIDED THAT the number of Offer Units applied for under each payment methodis in lots of 1,000 Units or integral multiples thereof. Such applications must comply with therequirements for applications by cash and by CPF Funds as set out in the precedingparagraphs. In the event that such applications are accepted in part only, the cash portionof the application monies will be used in respect of such applications before the CPF Fundsare used.

An applicant applying for 1,000 Offer Units must use either cash only or CPF Funds only.

(9) You irrevocably agree and undertake to subscribe for and to accept the number of Public OfferUnits applied for as stated on the Transaction Record or the Confirmation Screen or any lessernumber of such Public Offer Units that may be allocated to you in respect of your ElectronicApplication. In the event that the Manager decides to allocate any lesser number of such PublicOffer Units or not to allocate any Public Offer Units to you, you agree to accept such decision asfinal. If your Electronic Application is successful, your confirmation (by your action of pressing the“Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in the ATM or click “Confirm” or “OK”or “Submit” or “Continue” or “Yes” or any other relevant button on the Internet screen) of thenumber of Public Offer Units applied for shall signify and shall be treated as your acceptance ofthe number of Public Offer Units that may be allocated to you and your agreement to be boundby the Trust Deed.

(10) The Manager will not keep any application in reserve. Where your Electronic Application isunsuccessful, the full amount of the application monies will be returned (without interest or anyshare of revenue or other benefit arising therefrom) to you by being automatically credited to youraccount with your Participating Bank, within 24 hours of the balloting (or such shorter period asthe SGX-ST may require) provided that the remittance in respect of such application which has

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been presented for payment or other processes has been honoured and the application moniesreceived in the designated unit issue account.

Where your Electronic Application is accepted or rejected in full or in part only, the balance of theapplication monies, as the case may be, will be returned (without interest or any share of revenueor other benefit arising therefrom) to you by being automatically credited to your account with yourParticipating Bank, within 14 Market Days after the close of the Offering provided that theremittance in respect of such application which has been presented for payment or otherprocesses has been honoured and the application monies received in the designated unit issueaccount.

If the Offering does not proceed for any reason, the full amount of application monies (withoutinterest or any share of revenue or other benefit arising therefrom) will be returned to you withinthree Market Days after the Offering is discontinued.

Responsibility for timely refund of application monies (whether from unsuccessful or partiallysuccessful Electronic Applications or otherwise) lies solely with the respective ParticipatingBanks. Therefore, you are strongly advised to consult your Participating Bank as to the status ofyour Electronic Application and/or the refund of any money to you from an unsuccessful orpartially successful Electronic Application, to determine the exact number of Public Offer Units, ifany, allocated to you before trading the Units on the SGX-ST. None of the SGX-ST, CDP, SCCS,the Participating Banks, the Manager and the Joint Global Coordinators, Bookrunners andUnderwriters assume any responsibility for any loss that may be incurred as a result of you havingto cover any net sell positions or from buy-in procedures activated by the SGX-ST.

(11) If your Electronic Application is unsuccessful, no notification will be sent by the relevantParticipating Bank.

(12) Applicants who make ATM Electronic Applications through the ATMs of the following ParticipatingBanks may check the provisional results of their ATM Electronic Applications as follows:

Bank Telephone Other Channels Operating HoursServiceExpected from

DBS 1800-339 6666(for POSB account holders)

1800-111 1111(for DBS Account holders)

Internet Bankingwww.dbs.com(1)

24 hours a day Evening of theballoting day

OCBC 1800-363 3333 ATM/Phone Banking/Internet Bankingwww.ocbc.com(2)

ATM:24 hours a day

Phone Banking:24 hours a day

Evening of theballoting day

UOBGroup

1800-222 2121 ATM (Other Transactions— “IPO Enquiry”)www.uobgroup.com(1), (3)

Phone Banking/ATM: 24 hours aday

Internet Banking:24 hours a day

Evening of theballoting day

Notes:

(1) Applicants who have made Internet Electronic Applications through the IB websites of DBS or UOB Group may alsocheck the results of their applications through the same channels listed in the table above in relation to ATMElectronic Applications made at the ATMs of DBS or UOB Group.

(2) Applicants who have made Electronic Application through the ATMs of OCBC Bank may check the results of theirapplications through OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking services.

(3) Applicants who have made Electronic Application through the ATMs or the IB website of the UOB Group may checkthe results of their applications through UOB Personal Internet Banking, UOB ATMs or UOB Phone Banking services.

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(13) ATM Electronic Applications shall close at 12.00 p.m. on 8 April 2010 or such other date(s) andtime(s) as the Manager may agree with the Joint Global Coordinators, Bookrunners andUnderwriters. All Internet Electronic Applications must be received by 12.00 p.m. on 8 April 2010,or such other date(s) and time(s) as the Manager may agree with the Joint Global Coordinators,Bookrunners and Underwriters. Internet Electronic Applications are deemed to be received whenthey enter the designated information system of the relevant Participating Bank.

(14) You are deemed to have irrevocably requested and authorised the Manager to:

(a) register the Public Offer Units allocated to you in the name of CDP for deposit into yourSecurities Account;

(b) return or refund (without interest or any share of revenue earned or other benefit arisingtherefrom) the application monies, should your Electronic Application be rejected or if theOffering does not proceed for any reason, by automatically crediting your bank account withyour Participating Bank, with the relevant amount within 24 hours after balloting (or suchshorter period as the SGX-ST may require), or within three Market Days if the Offering doesnot proceed for any reason, after the close or discontinuation (as the case may be) of theOffering, PROVIDED THAT the remittance in respect of such application which has beenpresented for payment or such other processes has been honoured and application moniesreceived in the designated unit issue account; and

(c) return or refund (without interest or any share of revenue or other benefit arising therefrom)the balance of the application monies, should your Electronic Application be rejected oraccepted in part only, by automatically crediting your bank account with your ParticipatingBank, at your risk, with the relevant amount within 14 Market Days after the close of theOffering, PROVIDED THAT the remittance in respect of such application which has beenpresented for payment or such other processes has been honoured and application moniesreceived in the designated unit issue account.

(15) You irrevocably agree and acknowledge that your Electronic Application is subject to risks ofelectrical, electronic, technical and computer-related faults and breakdown, fires, acts of God andother events beyond the control of the Participating Banks, the Manager and the Joint GlobalCoordinators, Bookrunners and Underwriters, and if, in any such event the Manager, the JointGlobal Coordinators, Bookrunners and Underwriters, and/or the relevant Participating Bank donot receive your Electronic Application, or any data relating to your Electronic Application or thetape or any other devices containing such data is lost, corrupted or not otherwise accessible,whether wholly or partially for whatever reason, you shall be deemed not to have made anElectronic Application and you shall have no claim whatsoever against the Manager, the JointGlobal Coordinators, Bookrunners and Underwriters and/or the relevant Participating Bank forany Public Offer Units applied for or for any compensation, loss or damage.

(16) The existence of a trust will not be recognised. Any Electronic Application by a trustee must bemade in his own name and without qualification. The Manager shall reject any application by anyperson acting as nominee (other than approved nominee companies).

(17) All your particulars in the records of your Participating Bank at the time you make your ElectronicApplication shall be deemed to be true and correct and your Participating Bank and the RelevantParties shall be entitled to rely on the accuracy thereof. If there has been any change in yourparticulars after making your Electronic Application, you must promptly notify your ParticipatingBank.

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(18) You should ensure that your personal particulars as recorded by both CDP and the relevantParticipating Bank are correct and identical, otherwise, your Electronic Application is liable to berejected. You should promptly inform CDP of any change in address, failing which the notificationletter on successful allocation will be sent to your address last registered with CDP.

(19) By making and completing an Electronic Application, you are deemed to have agreed that:

(a) in consideration of the Manager making available the Electronic Application facility, throughthe Participating Banks acting as agents of the Manager, at the ATMs and IB websites of therelevant Participating Banks:

(i) your Electronic Application is irrevocable;

(ii) your Electronic Application, the acceptance by the Manager and the contract resultingtherefrom under the Public Offer shall be governed by and construed in accordancewith the laws of Singapore and you irrevocably submit to the non-exclusive jurisdictionof the Singapore courts; and

(iii) you represent and agree that you are not a U.S. person (as defined in Regulations S);

(b) none of CDP, the Manager, the Joint Global Coordinators, Bookrunners and Underwriters,the Participating Banks and the CPF Board shall be liable for any delays, failures orinaccuracies in the recording, storage or in the transmission or delivery of data relating toyour Electronic Application to the Manager, or CDP or the SGX-ST due to breakdowns orfailure of transmission, delivery or communication facilities or any risks referred to inparagraph 15 above or to any cause beyond their respective controls;

(c) in respect of the Public Offer Units for which your Electronic Application has beensuccessfully completed and not rejected, acceptance of your Electronic Application shall beconstituted by written notification by or on behalf of the Manager and not otherwise,notwithstanding any payment received by or on behalf of the Manager;

(d) you will not be entitled to exercise any remedy for rescission for misrepresentation at anytime after acceptance of your application;

(e) reliance is placed solely on information contained in this Prospectus and that none of theManager, the Sponsor, the Joint Global Coordinators, Bookrunners and Underwriters or anyother person involved in the Offering shall have any liability for any information not containedtherein; and

(f) you irrevocably agree and undertake to subscribe for the number of Public Offer Unitsapplied for as stated in your Electronic Application or any smaller number of such PublicOffer Units that may be allocated to you in respect of your Electronic Application. In the eventthe Manager decides to allocate any smaller number of such Public Offer Units or not toallocate any Public Offer Units to you, you agree to accept such decision as final.

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Steps for ATM Electronic Applications for Public Offer Units through ATMs of DBS (includingPOSB ATMs)

Instructions for ATM Electronic Applications will appear on the ATM screens of the respectiveParticipating Bank. For illustration purposes, the steps for making an ATM Electronic Applicationthrough a DBS or POSB ATM are shown below. Certain words appearing on the screen are inabbreviated form (“A/C”, “amt”, “appln”, “&”, “I/C”, “No.”, “SGX” and “Max” refer to “Account”, “amount”,“application”, “and”, “NRIC”, “Number”, “SGX-ST” and “Maximum”, respectively). Instructions for ATMElectronic Applications on the ATM screens of Participating Banks (other than DBS (including POSB)),may differ slightly from those represented below.

Step 1 : Insert your personal DBS or POSB ATM Card.

2 : Enter your Personal Identification Number.

3 : Select “MORE SERVICES”.

4 : Select language (for customers using multi-language card).

5 : Select “ESA-IPO SHARE/INVESTMENTS”.

6 : Select “ELECTRONIC SECURITY APPLN (IPOS/BOND/ST-NOTES/SECURITIES)”.

7 : Read and understand the following statements which will appear on the screen:

• THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADEIN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT ORPROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THEREPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT ORPROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSBBRANCH IN SINGAPORE AND, WHERE APPLICABLE, THE VARIOUSPARTICIPATING BANKS DURING BANKING HOURS, SUBJECT TOAVAILABILITY.

• (IN THE CASE OF SECURITIES OFFERING THAT IS SUBJECT TO APROSPECTUS/OFFER INFORMATION/DOCUMENT REGISTERED WITHTHE MONETARY AUTHORITY OF SINGAPORE) ANYONE WISHING TOACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) SHOULDREAD THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (ASSUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTINGHIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SETOUT IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (ASSUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPY OF THEPROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IFAPPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARYPROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGEDWITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPOREWHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS.

8 : Select “CACHE” to display details.

9 : Press the “ENTER” key to acknowledge:

• YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THEAPPLICATION AND (WHERE APPLICABLE) THE PROSPECTUS, OFFERINFORMATION STATEMENT, DOCUMENT, PROFILE STATEMENT,REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT/PROFILE STATEMENT NOTICE AND/OR CIRCULAR.

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• YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO.,ADDRESS, NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENTA/C NO. AND SECURITY APPLN AMOUNT FROM YOUR BANK A/C(S) TOSHARE REGISTRARS, SGX, SCCS, CDP, CPF AND THE ISSUER/VENDOR(S).

• FOR FIXED AND MAX PRICE SECURITIES APPLICATION, THIS IS YOURONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUROWN RISK.

• THE MAXIMUM PRICE FOR EACH SECURITY IS PAYABLE IN FULL ONAPPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.

• FOR TENDER SECURITIES APPLICATION, THIS IS YOUR ONLYAPPLICATION AT THE SELECTED TENDER PRICE AND IT IS MADE INYOUR OWN NAME AND AT YOUR OWN RISK.

• YOU ARE NOT A US PERSON AS REFERRED TO IN (WHERE APPLICABLE)THE PROSPECTUS, OFFER INFORMATION STATEMENT, DOCUMENT,PROFILE STATEMENT, REPLACEMENT OR SUPPLEMENTARYPROSPECTUS/DOCUMENT/PROFILE STATEMENT, NOTICE AND/ORCIRCULAR.

10 : Select your nationality.

11 : Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSBaccount (Current/Savings) from which to debit your application monies.

12 : Enter the number of securities you wish to apply for using cash.

13 : Enter or confirm (if your CDP Securities Account number has already been stored inDBS’s records) your own 12-digit CDP Securities Account number (Note: This stepwill be omitted automatically if your Securities Account Number has already beenstored in DBS’s records).

14 : Check the details of your securities application, your CDP Securities Account number,number of securities and application amount on the screen and press the “ENTER”key to confirm your application.

15 : Remove the Transaction Record for your reference and retention only.

Steps for Internet Electronic Application for Public Offer Units through the IB Website of DBS

For illustrative purposes, the steps for making an Internet Electronic Application through the DBS IBwebsite are shown below. Certain words appearing on the screen are in abbreviated form (“A/C”, “&”,“amt”, “I/C” and “No.” refer to “Account”, “and”, “Amount”, “NRIC” and “Number”, respectively).

Step 1 : Click on DBS website (www.dbs.com)

2 : Login to Internet banking.

3 : Enter your User ID and PIN.

4 : Enter your DBS iB Secure PIN

5 : Select “Electronic Security Application (ESA)”.

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6 : Click “Yes” to proceed and to warrant, inter alia, that you are currently in Singapore,you have observed and complied with all applicable laws and regulations and thatyour mailing address for DBS mailing address for DBS Internet Banking is inSingapore and that you are not a U.S. person (as such term is defined in RegulationS under the United States Securities Act of 1933, amended).

7 : Select your country of residence and click “I confirm”.

8 : Click on “CACHE” and click “Submit”.

9 : Click on “I Confirm” to confirm, inter alia:

• You have read, understood and agreed to all terms of this application and theProspectus/Document or Profile Statement and if applicable, the Supplementaryor Replacement Prospectus/Document or Profile Statement.

• You consent to disclose your name, I/C or Passport No., address, nationality,CDP Securities A/c No., CPF Investment A/c No. (if applicable) and securitiesapplication amount from your DBS/POSB Account(s) to registrars of securities,SGX, SCCS, CDP, CPF Board and issuer/vendor(s).

• You are not a U.S. Person (as such term is defined in Regulation S under theUnited States Securities Act of 1933, as amended).

• You understand that the securities mentioned herein have not been and will notbe registered under the United States Securities Act of 1933 as amended (the“US Securities Act”) or the securities laws of any state of the United States andmay not be offered or sold in the United States or to, or for the account or benefitof any “US person” (as defined in Regulation S under the US Securities Act)except pursuant to an exemption from or in a transaction subject to, theregistration requirements of the US Securities Act and applicable statesecurities laws. There will be no public offer of the securities mentioned hereinin the United States. Any failure to comply with this restriction may constitute aviolation of the United States securities laws.

• This application is made in your own name and at your own risk.

• For FIXED/MAX price securities application, this is your only application. ForTENDER price securities application, this is your only application at the selectedtender price.

10 : Fill in details for securities application and click “Submit”.

11 : Check the details of your securities application, your CDP Securities A/C No. and click“Confirm” to confirm your application.

12 : Print the Confirmation Screen (optional) for your reference and retention only.

Terms and Conditions for Use of CPF Funds

(1) If you are using CPF Funds to subscribe for the Units, you must have a CPF Investment Accountmaintained with a relevant Participating Bank at the time of your application. If you are applyingfor the Units through an ATM Electronic Application, you must have an ATM card with thatParticipating Bank at the time of your application before you can use the ATMs of that ParticipatingBank to apply for the Units. For an Internet Electronic Application, you must have an existing bankaccount with, and a User Identification (“User ID”) as well as a Personal Identification Number(“PIN”) given by, the relevant Participating Bank. Upon the completion of your Internet Electronic

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Application through the IB website of the relevant Participating Bank, there will be a TransactionCompleted Screen of the application which can be printed out by you for your record. This printedrecord of the Transaction Completed Screen is for your retention and should not be submitted withany printed Application Form. The CPF Investment Account is governed by the Central ProvidentFund (Investment Schemes) Regulations, as amended.

(2) CPF Funds may only be withdrawn for applications for the Units in lots of 1,000 Units or integralmultiples thereof.

(3) If you are applying for the Units using a printed Application Form and you are using CPF Fundsto apply for the Units, you must submit a CPF Cashier’s Order for the total amount payable for thenumber of Units applied for using CPF Funds.

(4) Before you apply for the Units using your CPF Funds, you must first make sure that you havesufficient funds in your CPF Investment Account to pay for the Units. You need not instruct theCPF Board to transfer your CPF Funds from your CPF Ordinary Account to your CPF InvestmentAccount. If the balance in your CPF Investment Account is insufficient and you have sufficientinvestible CPF Funds in your CPF Ordinary Account, the Participating Bank with which youmaintain your CPF Investment Account will automatically transfer the balance of the requiredamount from your CPF Ordinary Account to your CPF Investment Account immediately for you touse these funds to buy a CPF Cashier’s Order from your Participating Bank in the case of anapplication by way of a printed Application Form or submit your application in the case of anapplication by way of an Electronic Application. The automatic transfer facility is available until theclose of the Public Offer, and the operating hours of the facility are between 8.00 a.m. and 10.00p.m. from Mondays to Saturdays, and between 8.00 a.m. and 5.00 p.m. on Sundays and publicholidays.

(5) The special CPF securities sub-account of the nominee company of the Participating Bank (withwhom you maintain a CPF Investment Account) maintained with CDP will be credited with theprincipal amount of the Units you subscribed for with CPF Funds.

(6) Where you are using CPF Funds, you cannot apply for the Units as nominee for any other person.

(7) All instructions or authorisations given by you in a printed Application Form or through anElectronic Application are irrevocable.

(8) CPF Investment Accounts may be opened with any branch of the Participating Banks.

(9) All information furnished by the CPF Board and the relevant Participating Banks on yourauthorisation will be relied on as being true and correct.

G-21

APPENDIX H

LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF DIRECTORSAND EXECUTIVE OFFICERS

(A) Directors of the Manager

(1) Mr Lim How Teck

Current Directorships

Past Directorships (for a period offive years preceding the LatestPracticable Date)

ACAL Holdings Pte LtdACAL Underwriting Limited (UK)Accuron Technologies LimitedARA Asset Management LimitedARA-CWT Trust Management (Cache) LimitedAsian Marine Syndicate 1965 Pte LtdCertis CISCO Security Pte LtdCISCO Recall Total Information Management

Pte LtdEng Kong Holdings LtdGold Prime Holdings LtdIFS Capital LtdJurong Port Pte LtdLasseters International Holdings LtdMermaid Maritime Public Company LtdPhilips Resources Fund Special Purpose CompanyPNG Sustainable Development Program LtdRedwood International Pte LtdRickmers Trust Management Pte LtdThe Foundation for Development CooperationThe Foundation for Development Cooperation

(Pacific) LtdThe Foundation for Development Cooperation

(Singapore) LtdTuas Power Generation Pte LtdTuas Power Ltd

3W Service Co. LtdActive Figure Investment LtdAIMS AMP Capital Industrial REIT

Management Limited (formerlyknown as MacarthurCook InvestmentManagers (Asia) Limited)

American Automar IncAmerican President Lines LtdAPL (Bangladesh) Pte LtdAPL Bermuda LtdAPL Co. Pte LtdAPL (India) Pte LtdAPL Logistics (China) LtdAPL Logistics LtdAPL Logistics Taiwan LtdAPLL-Zhiqin (Beijing) International

Freight Forwarding Company LtdAsia Pacific Resource Growth Fund LtdAutomar (Bermuda) LtdBara International Shipping Lines

Co. LtdBara Shipping Agencies Co. LtdBritannia Steamship Insurance

Association LtdChao Phraya Port Services Co. LtdFHTK Holdings LtdFirst Logistics Development Joint

Venture Co.Global Port & Terminal Services Ltdintegra2000 LtdITSA Investment Co. Pte LtdJapan Industrial Property Pte LtdLegend Import & Export Company LtdM&C REIT Management Ltd/M&C

Business Trust Management Ltd(CDL Hospitality Trusts)

Milky Way Shipping IncMitorient Enterprise Pte LtdNeptune Associated Shipping Pte LtdNeptune Beta Lines Ltd

H-1



Neptune Delta Lines Pte LtdNeptune Management Pte LtdNeptune Orient Lines LtdNeptune Realty Management Pte LtdNeptune Ship Management Services

Pte LtdNeptune Sigma Pte LtdOrangestar Investment Holdings

Pte LtdPacific King Shipping Holding LtdPSA Marine (Pte) LtdSequoia Capital/Master FundSingapore Commodity Exchange

(SICOM)SP PowerGrid LtdThai International Ship Breakers

Co. LtdTitan Company Pte LtdTsui Ching LtdUMS Holdings Ltd

(2) Mr Lim Hwee Chiang John



Accurate International Land LimitedADF Dragon LimitedAm ARA REIT Holdings Sdn BhdAm ARA REIT Managers Sdn BhdAPM (Holdings) Pte. Ltd.APM Property Management Pte. Ltd.ARA AmFIRST (Singapore) Pte LtdARA Asia Dragon LimitedARA Asia Silver Real Estate I LimitedARA Asset Management (Fortune) Limited

(formerly known as ARA Asset Management(Singapore) Limited)

ARA Asset Management (HK) LimitedARA Asset Management (Holdings) LimitedARA Asset Management LimitedARA Asset Management (Malaysia) LimitedARA Asset Management (Prosperity) LimitedARA Cache (Holdings) Pte. Ltd.ARA Capital Investors I Pte. Ltd.ARA-CWT Trust Management (Cache) LimitedARA Financial Pte LtdARA Fund Management (Asia Dragon) Limited

(formerly known as ARA Asia Real Estate FundManagement Limited)

Al Islami Far Eastern Real Estate FundLimited

ARA Asian Asset Income FundARA Asian Asset Income Master FundARA Boustead LimitedARA RECP Fund Management LimitedARA RECP Managers Pte LtdARA Strategic Capital I Pte LtdChina Capital Partners LimitedColour Sky International LimitedJapura Development Pte LtdMaxon Investment LimitedMightypattern LimitedMillion Nice Development LimitedPinelink Investment LimitedProstar Resources LimitedPteris Global Limited (formerly known

as Inter-Roller Engineering Limited)Teckwah China Corporation Pte LtdTSM Resources LtdWaldorf Realty LimitedWellford Group Limited

H-2



ARA Fund Management (Silver) LimitedARA Harmony Limited (formerly known as ARA

Investments (SCD) Limited)ARA Holdings (Investors IV) LimitedARA Investment (AmFIRST) LimitedARA Investment I Pte LtdARA Investors II LimitedARA Management Pte. Ltd.ARA Managers (Asia Dragon) Pte Ltd (formerly

known as ARA Asia Real Estate Managers (Icon)Pte Ltd)

ARA Managers (Harmony) Pte. Ltd. (formerly knownas ARA Advisors I Pte. Ltd.)

ARA Managers (Silver) Pte. Ltd.ARA Portfolio Management LimitedARA Portfolio Management (Singapore) Pte LtdARA Private Equities LimitedARA Property Management Pte. Ltd.ARA Prosperity (Singapore) Pte LtdARA Real Estate Investors I LimitedARA Real Estate Investors III LimitedARA Real Estate Investors IV LimitedARA Real Estate Investors V LimitedARA RE Investment Group LimitedARA RE Investment Group (Singapore) Pte LtdARA Strategic Capital (Holdings) Pte LtdARA Trust Management (Horizon) LimitedARA Trust Management (Suntec) LimitedARABennett Investment Holdings LtdFortune Port Group LimitedHarmony Convention Holding Pte. Ltd.Harmony Investors Group LimitedHarmony Investors Holding LimitedJadeline Capital Sdn BhdJLIG (Dragon) LimitedJL Investment Group LimitedLim Hoon Foundation LimitedMVF3 Ltd (formerly known as Plus Gain

Investments Limited)Plus Grow Investments LimitedSuntec Harmony Pte. Ltd.Suntec International Convention & Exhibition

Services Pte. Ltd.Suntec Singapore International Convention &

Exhibition Services Pte. Ltd.Teckwah Industrial Corporation Limited (formerly

known as Tecwah Paper Products Ltd)The Land Managers (S) Pte LtdWhirlwind (Tianjin) Asset Management Limited

H-3

(3) Mr Liao Chung Lik



ARA-CWT Trust Management (Cache) LimitedBatamindo Shipping & Warehousing Pte LtdC&P Automotive Pte LtdC&P Capital Pte LtdC&P China Pte LtdC&P Distribution Pte. Ltd.C&P Holdings Pte LtdC&P Infobank Pte LtdC&P Inland Ports Pte LtdC&P Land Pte. Ltd.C&P Logistics Asia Pacific LimitedC&P Logistics Pte LtdC&P Marine (Private) LimitedC&P Projects Pte LtdC&P Rent-A-Car (Pte) LtdC&P Transport Pte LtdCWT Commodities (Metals) Pte LtdCWT Commodities Pte LtdCWT Commodities Warehousing Pte LtdCWT Engineering Pte LtdCWT LimitedDynamic Leasing Pte LtdFun Tree Pte LtdIndeco Engineers Pte LtdJ Logistics Pte LtdJIC Inspection Services Pte LtdK-Invest Pte LtdNippon Express (Singapore) Pte LtdStanley Liao Private Limited

Alpha Container Services Pte LtdApex Property Pty LtdBahrain Marine (S) Pte. Ltd.Cambridge Industrial Trust

Management LimitedC&P Cranes Pte LtdC&P Tankhub Pte LtdCP-Sum Cheong (China) Pte LtdCWT Logistics Pte LtdRLG Development Pte LtdSQL View Pte LtdSingaport Logistics Services Pte LtdStargard Pte LtdSuzhou Suxin Public Road

Construction & Development Co. Ltd

(4) Mr Jimmy Yim Wing Kuen



ARA-CWT Trust Management (Cache) LimitedAlife LtdConcord Energy Pte LtdCWT LimitedDrew & Napier LLCLow Keng Huat (Singapore) LtdSingapore Medical Group Pte LtdTwentieth Century Fox Film (East) Pte Ltd

Beckman Coulter Singapore Pte LtdNational Healthcare Group Pte LtdS-Net Freight (Holdings) Pte LtdUnited Parcel Service Singapore

Pte Ltd

H-4

(5) Mr Lim Ah Doo



ARA-CWT Trust Management (Cache) LimitedEDB Investment Pte LtdGP Industries LimitedSembcorp Marine LtdSM Investments Corporation

Asia Pacific Resources International LtdBio* One Capital Pte LtdEDBV Management Pte LtdPT Indosat Tbk

(6) Ms Stefanie Yuen Thio



AD Astra Aviation Pte LimitedAllens Arthur Robinson TSMPARA-CWT Trust Management (Cache) LimitedASAP Data Services Corporation Pte LtdAscot Holdings Pte LimitedAuteuil Shipping Pte LimitedCheltenham Shipping Pte LimitedDragonfly Aviation Pte LimitedDuchess Residential Pte LimitedEaton Residential Pte LimitedFirst Oriental Holdings Corporation (Singapore)

Pte LimitedGoodman Funding Singapore Pte LtdGoodman Japan Holdings (Singapore) Pte LimitedGoodman Singapore Pte LtdHannover Aviation Pte LimitedLCI Singapore Aviation Pte LimitedLomar Shipping Singapore Pte LimitedLongchamp Shipping Pte LimitedMacquarie Goodman Japan Pte LtdMalvern Shipping Pte LimitedMarlborough Hospitality Services (Singapore)

Pte LimitedOlympian Aviation Pte LimitedOperation Smile Singapore LtdPiccolo Aviation Pte LimitedPrimus Shipping Pte LimitedRobertson Quay Residential Pte LimitedSingapore Commercial Leasing Pte LimitedSingapore Hospitality Pte LimitedSingapore Residential Properties Pte LimitedSingapore Residential Pte LimitedSingapore Retail Pte LimitedThree Rivers Capital Pte LtdTSMP Law Corporation

Activ Agent International Pte LtdBenefit Investments Pte LtdCorporate Travel Singapore Holding

Pte LtdDecorexpert Pte Ltd (in the process of

being struck off)Del Monte Pacific LimitedGazprom Marketing & Trading

Singapore Pte LtdMandarin Funds Management Pte LtdMineMyDNA Pte LtdOerlikon Solar Singapore Pte LtdOneshop Enterprise Pte LtdPrimus Ventures (Singapore) Pte LtdVallypoint Investments Pte LtdYTL PowerSeraya Pte LimitedYTL Utilities Holdings (S) Pte LimitedYTL Utilities (S) Pte Limited

H-5

(7) Mr Moses K. Song



ARA-CWT Trust Management (Cache) LimitedSuntec International Convention & Exhibition

Services Pte. Ltd.

Harmony Convention Holding Pte. Ltd.

(B) Executive Officers of the Manager

(1) Mr Daniel Cerf



Supreme Value Properties (M) Sdn BhdValue Properties Holdings Limited

BFC Development Pte LtdK-REIT Asia MTN Pte LtdOne Raffles Quay Pte LtdRaffles Quay Asset Management

Pte LtdThaicom Co. Ltd.Value Asset Management (M) Sdn Bhd

(2) Mr Ho Jiann Ching



AG Region Pte LtdAIT Pte LtdARCH Capital Asian Partners, G. P.ARCH Capital Management Co.,

LimitedAyala International Holdings LimitedAyala International Properties Pte LtdAyala International Pte LtdAyala Systems Technologies Singapore

Pte LtdAyalafil (U.S.) Co., Inc.Fidelis (Thailand) Co., LtdFine State LimitedFollet International Limited (in

liquidation — members’ voluntarywinding up)

Fortune Legend LimitedHighest Reach Investments LimitedIndian Property Development Company

Pte Ltd (in liquidation — members’voluntary winding up)

H-6



Inti Pati Sdn BhdJoyful Jade Group LimitedMahindra Residential Developers

LimitedMonza Development Sdn Bhd (in

liquidation — members’ voluntarywinding up)

Nayara Co., LtdNayara Development Co., LtdNayara Estate Co., LtdPan Malayan

Acceptance Sdn BhdPan Malayan Project Management

Services Pte LtdPan Malayan Securities Private LimitedPT Menara DutaRoutledge Investments Pte LtdShanghai Lei Cheng Xin Investment

Consulting Co. LtdShen Chuan (Malaysia) Sdn BhdSin Chuan Development (Private)

LimitedStrong Group LimitedTotal Jade Group LimitedWintersett Properties Limited

(3) Mr Foo Say Chuang



Caddee (Thailand) Co., LtdCWT Asia Pte (Cyprus) LimitedCWTC-2 Holdings LimitedCWT Distripark One (India) Private LimitedCWT Distripark One LLCCWT Yangshan Limited

(4) Ms Serina Lim Lan Hong

Current Directorships Past Directorships (for a period offive years preceding the LatestPracticable Date)

CapitaLand China Development Fund IILimited (formerly known as CCDF IILimited)

CVRDF Management Pte. Ltd.I.P Real Estate Asset Management

(Asia) Pte LtdIsland City Pte. Ltd.

H-7

CACHE LOGISTICS TRUST

MANAGER

ARA-CWT Trust Management (Cache) Limited6 Temasek Boulevard

#16-02 Suntec Tower FourSingapore 038986

SPONSOR

CWT Limited38 Tanjong Penjuru

CWT Logistics Hub 1Singapore 609039

JOINT GLOBAL COORDINATORS, BOOKRUNNERS AND UNDERWRITERS

Macquarie Capital Securities(Singapore) Pte. Limited


Singapore 049481



DBS6 Shenton Way


ISSUE MANAGERS

Macquarie Capital (Singapore)Pte. Limited


Singapore 049481



DBS6 Shenton Way


TRUSTEE

HSBC Institutional Trust Services (Singapore) Limited21 Collyer Quay

#14-01 HSBC BuildingSingapore 049320

LEGAL ADVISERS

Legal Adviser to the Offering, and to the Manager and the Sponsor

Allen & Gledhill LLPOne Marina Boulevard #28-00

Singapore 018989

Legal Adviser tothe Joint Global Coordinators,

Issue Managers, Bookrunners andUnderwriters as to Singapore Law and

U.S. Federal Securities Law Legal Adviser to the Trustee

Allen & Overy LLP24 Raffles Place

#22-00 Clifford CentreSingapore 048621

Shook Lin & Bok LLP1 Robinson Road#18-00 AIA TowerSingapore 048542

UNIT REGISTRAR AND UNIT TRANSFER OFFICE

M & C Services Private Limited138 Robinson Road

#17-00The Corporate Office

Singapore 068906

INDEPENDENT REPORTING ACCOUNTANTS

KPMG LLP16 Raffles Quay

#22-00 Hong Leong BuildingSingapore 048581

INDEPENDENT TAX ADVISER

KPMG Tax Services Pte Ltd16 Raffles Quay


INDEPENDENT VALUERS

CB Richard Ellis (Pte) Ltd6 Battery Road #32-01

Singapore 049909

Knight Frank Pte Ltd16 Raffles Quay


INDEPENDENT MARKET RESEARCH CONSULTANT

DTZ Debenham Tie Leung (SEA) Pte Ltd100 Beach Road

#35-00 Shaw TowerSingapore 189702

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www.cache-reit.comTel : (65) 6835 9232Fax : (65) 6835 9672

Managed by:ARA-CWT Trust Management (Cache) Limited6 Temasek Boulevard#16-02 Suntec Tower FourSIngapore 038986