asia-pacific reit survey J UNE 2010Results of a benchmark surveyof senior property professionalsto understand perceptions ofthe REIT markets in Asia-Pacific.2 | Asia-Pacific REIT Survey 2010welcome to the fourth edition of the Asia-Pacific REIT Survey.For the 2010 edition, The Trust company is delighted to partner with Asia-Pacific’s leading law firm, Baker & mckenzie. This year, Baker & mckenzie have provided the country analysis section withdescriptions of the regulatory and investment regime for REITs in each of the 13 markets.we would like to take this opportunity to thank all those who took the time to complete the survey. This year we had over 140 respondents, up 37% on last year. combined with the results of the previous years, their responses form the basis of the insights and trends that we share with you in this publication.In our last REIT Survey published in February 2009, we discussed the 3-R challenge; Refinancing, Recapitalisation and Revaluation. In the past 12 months, we certainly saw significant recapitalisation with over US$58.5bn 1 in global equity raised. In the Asia-Pacific, the largest REIT recapitalisations were in Australia (US$9.5bn 2) and Singapore (US$3.3bn). however, those REITs that were able to recapitalisetended to be the larger ones such as westfield (US$1.9bn), Stockland (US$1.4bn), capitaLand (US$1.2bn), gPT group (US$1.2bn) and goodman (US$0.9bn). Unfortunately, many smaller REITs remain mired in debt negotiations as we continue to move through the recovery phase.So what has happened to the Asia-Pacific REIT markets? There has been a dramatic change in the short-term outlook for REITs compared to a year ago. In the 2010 survey, 47% of respondents predictcompanies will increase the size of existing REITs compared to 27% last year and 20% of respondents expect additional REITs will belaunched which is a 17% increase on 2009. we have seen real evidence of this with the IPo of the cache REIT on the Singapore Exchange in April 2010, the first new REIT IPo since december 2007, and more innovative moves such as the dual listing of the Fortune REIT in Singapore and hong kong.After the lows of 2009, REIT markets across Asia-Pacific are starting to recover, although they remain a long way below the highs of the period between 2001 and mid-2008, where the size of the Asia-Pacific REIT market grew a multiple of 40 times.In terms of threats to REITs, it is interesting that each year a different threat has come out on top. This year, adverse taxation developments (71%) are rated as the biggest threat to the future of REITs ascompared to financial engineering (69%) in 2009. In our 2008 survey, low yields were seen as the biggest threat (63%).overall, the REIT sector can justifiably feel that the “worst may be over”. The reduction in REIT debt levels have created some breathing room, with rewards coming via higher share prices and improved levels of volatility compared to the broader market.however, we know that there is still some way to go before we can declare the recovery is complete. The next 12 months are likely to go a long way towards defining the future of the Asia-Pacific REIT market.wELcomE 3ABoUT US4BAckgRoUnd To SURvEy 5RESPondEnTS PRoFILE 6SURvEy RESULTS8coUnTRy SUmmARy And LEgAL UPdATE 20conTAcT US34WelcomecoNteNts1. Source: EPRA, nAREIT, RealPac & cohen & Steers2. Source: EPRA, nAREIT, RealPac & cohen & SteersThe Trust company and Baker & mckenzie | 3Milton Cheng PartnerAsia Pacific REITs Practice group Leader Baker & mckenzieJohn Atkinchief Executive officer The Trust company4 | Asia-Pacific REIT Survey 2010ABOUT THE TRUST COMPANYwhen it comes to corporate trustee services, it’s often difficult to know who to choose, or even where to start looking. That’s where we come in.we’re the only corporate trustee licenced to providecorporate trustee services in both Australia and Singapore. This allows us to build bespoke products, fashioned to suit the subtleties of businesses in each region – and your business in particular. granted we don’t know you (yet) but we’re sure to know someone in a position not dissimilar to yours. Someone who has already benefited from the experience, ingenuity and genuine local knowledge of our dedicated teams.we believe that there’s no substitute for experience. And with 125 years of financial expertise, which includes 55 years providing corporate trust services, we at The Trust company are one of the most experienced trustees in the Asia-Pacific. currently, we’re custodians of global assets totalling in excess of AUS$116 billion.we’ll be your:• T rustee for any type of collective investment scheme • C ustodian and cash administrator for wholesale, private or exempt property funds • Debenture/ bond trustee • Security trustee • Escrow agentabout usABOUT BAkER & MCkENziEBaker & mckenzie has provided sophisticated legal advice and services to many of the world’s most dynamic and global organisations for more than 60 years. we have the knowledge and resources to deliver the broad scope of quality legal services required to respond effectively to both international and local needs – consistently,confidently and with sensitivity for cultural, social and legal practice differences.As one of the first international law firms to recognise the importance of the Asia-Pacific, Baker & mckenzie has been assisting clients operating throughout the region for more than 40 years.we are one of the largest law firms in Asia, with more than 1,100 lawyers spanning 14 offices. As part ofBaker & mckenzie’s global network of 3,900 locally qualified, internationally experienced lawyers in 39 countries, each office and member firm provides a full spectrum of legal services to a range of clients. we areable to bring the right team of lawyers to best serve clients’ needs.our Asia-Pacific practice comprises full service offices located in Bangkok, Beijing, hanoi, ho chi minh city, hong kong, a correspondent firm in jakarta, kuala Lumpur,manila, melbourne, Shanghai, Singapore, Sydney, T aipei and T okyo. In India and South korea, we have longstanding relationships with respected firms and regularly engage them to provide full regional coverage to meet our clients’ needs.The Baker & mckenzie’s Asia-Pacific REITs group has been at the forefront of ground-breaking REIT transactions in Asia. The team has acted on almost all of the significant transactions to date involving REITs listed or with assets in hong kong and has also advised on other significant REIT-related deals across Asia-Pacific and Australia.bacKGrouNDIn order to develop a better understanding of the REIT market in Asia-Pacific and local nuances in each country, The Trust company undertook an inaugural survey of key stakeholders in 2007. This is the fourth issue of theAsia-Pacific REIT Survey with the results comparedyear-to-year to highlight changes over time.This survey seeks to ascertain their views on the following specific areas:1. P roperty market growth: which countries offer the best prospects for growth?2. m arket growth: which markets offer the best prospects for growth of REITs?3. R EIT opportunities: which countries offer the best opportunity for REITs?4. o verall REIT potential: what is the overall rating for each country after combining the results of the 3 measures?5. R egulatory support: how supportive is the regulator to new REITs in each country?6. R EIT outlook: what is the greatest threat to REITs, and what does the future of REITs look like?The Trust company is delighted to be partnering with Baker & mckenzie for this year’s survey. Baker & mckenzie have provided the country summary and legal update. This is a succinct update of the current REIT legislation, along with their perspective on issues affecting that particular market.NEw SURvEY ENTRANTSThis year we have introduced Thailand and the Philippines into the Asia-Pacific REIT Survey. SURvEY METHOdOlOgYmembers of the property community were invited byemail to participate in the survey. This email contained aURL to an on-line survey tool, with an individual login and password for security and to protect individual respondent confidentiality.The on-line survey was undertaken by Latham consulting,a Sydney based performance management consultancy between 28 january and 8 march 2010.dATA iNTERPRETATiONThe survey questions used a 5-point rating scale where 1and 2 equal a negative rating, 3 equals a neutral rating and4 and5 equal a positive rating.For easy interpretation a colour code system has beenused in some graphics, where orange highlights a negative rating, purple highlights a neutral rating and blue highlightsa positive rating.In order to monitor changes in the REIT market outlookover time, we have compared the results year-on-year.For the purpose of the results the research in each yearwas taken at the following times:• 2007: 4 December 2006 and 19 January 2007• 2008: 20 November 2007 and 16 December 2007• 2009: 16 October and 10 November 2008Rating indexPositive neutral negativeThe Trust company and Baker & mckenzie | 56 | Asia-Pacific REIT Survey 2010respoNDeNtsOther 3%Malaysia 4%Philippines 3%A total of 140 respondents completed the survey which represents an increase of 37% compared to 2009.The quality of the final sample continues to improve year-on-year. This year’s sample represents 114 companies with 96% of the sample residing in or have resided in Asia. 69% of the respondents are professionals working in the property industry, with 60% working for international companies.The profile of the respondents is similar to previous years. key points regarding the sample are outlined below.Country of residenceTime in AsiaNationalityLess than a year 1%Do not work in Asia 4%American 3%Filipino 2%RolePropertyowner 8%The Trust company and Baker & mckenzie | 78 | Asia-Pacific REIT Survey 20101. wHiCH MARkET OffERS THE BEST PROSPECTS fOR gROwTH Of REiTs?Respondents were asked to rate each REIT market on their growth prospects.market growth prospects have improved across all sectors by 8% from a low of 46% in 2009.Infrastructure is still rated as the best prospect for growth with Retail rated as a close second (57%).Residential has shown the biggest increase in growthprospects, up 19% to 55%, its highest level since the survey began. hospitals have shown the biggest decline from number 2 in 2009 to number 5 this year.hotels are the least favoured sector of the REIT market at 48% with only 35% of respondents rating them positively.102030405060708090100HotelsIndustrial Hospitals Commercial OfficeResidentialRetail Infrastructure 2007 2008 2009 2010survey resultsThe Trust company and Baker & mckenzie | 92. wHiCH PROPERTY MARkETS OffER THE BEST PROSPECTS fOR gROwTH?Respondents were asked to rate each country on their property market growth prospects.Property market growth prospects have improved by 7% across the region to 50% from a low of 43% in 2009. These results demonstrate growth prospects are recovering to pre-gFc levels of 59%.china remains the best growth prospect with a rating of 68% and 81% of respondents rating it positively. Australia has demonstrated the biggest growth in the region with an increase of 20% on 2009 levels.new entrants Thailand and the Philippines, along with japan are seen as the least attractive markets for growth.2007 2008 2009 2010102030405060708090100JapanPhilippinesThailand Malaysia Indonesia Korea T aiwan Hong Kong Vietnam Singapore Australia IndiaChina10 | Asia-Pacific REIT Survey 20103. wHiCH COUNTRiES iN THE ASiA-PACifiC OffER THE BEST OPPORTUNiTY fOR REiTs?Respondents were asked to rate each country on how they felt it offered opportunity for REITs.REIT opportunity prospects have improved across the region by 6%. Although sentiment has not recovered to pre-gFc levels, indications are positive sentiment is increasing.Singapore retains its number 1 position (60%) in terms of REIT opportunity; however this is still down from itshistorical highs in 2007. Australia is a close number 2 (59%) with a massive 20% increase since 2009.new entrants Thailand and the Philippines, along with vietnam and Indonesia are the least attractive.102030405060708090100RegionalIndonesiaThailand Vietnam Philippines Japan T aiwanMalaysiaIndiaKoreaHong KongChina Australia Singapore 2007 2008 2009 20104. HOw SUPPORTivE iS THE REgUlATOR TO NEw REiTs iN EACH COUNTRY?Respondents were asked to rate the regulatory support of REITs in each country.Regulatory support ratings have improved across the region by 4% to 46%.Singapore retains its top ranking (70%), but there was a slight decrease of 3% from 2009.Australia has increased by 4%, and is moving closer to the number one ranking held by Singapore.The biggest increases were in vietnam (11%), china and Indonesia (10%). however vietnam and Indonesia have received the lowest ratings for regulatory support.102030405060708090100RegionalVietnam India T aiwan Korea Japan Australia 2007 2008 2009 20105. wHAT iS THE OvERAll REiTPOTENTiAl RATiNg fOR EACH COUNTRY?An overall REIT potential rating for each country is calculated by combining the three main measures of:1. Property market growth 2. REIT opportunities 3. Regulatory supportoverall “potential” ratings have improved across the region by 5%.Singapore retains its number 1 ranking at 62% and was rated positively by 66% of respondents.The greatest improvements were in Australia (15%), Indonesia (11%) and china and korea (10%).new entrants Thailand and the Philippines have below average ratings with Indonesia still seen as the countrywith the least potential.overall % +/- property% +/- REIT% +/- Regulatory % +/- Country Rating 20105.1COUNTRY SUMMARYAn overview of each country summary and accompanying comments from the respondents are outlined below.Comments • Strong interest in commercial investment properties from Asian investors. Local investors requiring debt are restricted by tight lending terms.•mature market - IPos to be limited until market strengthens.Comments •north china e.g. Beijing and Shanghai are strongly engrossed in commercial and residential building and less affected by the world economic downturn. They are focussed on investment and legislative changes to attract foreign investment.•Strong opportunity in china but it will take a while before things happen as china’s legal and tax framework needs to be developed a lot more in order to make a REIT successful.Comments •market is somewhat overvalued.Comments • India has the potential to have excellent growth but its bureaucracy and poor corporate governance will hamper its ability to catch up with china.•complex legal framework and unfavourable tax regimes make it very difficult for REITs to grow in India.Comments •Transparency remains a concern.Comments •REIT market is already saturated and it is very difficult to set up a REIT in japan. Property players are better off setting up REITs with japanese properties overseas e.g. in Singapore where it is faster and cheaper, and may potentially have better tax outcomes for non-japanese investors.Comments• Positive yield provides high income yield as % of total return.Comments• The 2007 trust law is very helpful, but linking it to a REIT concept and the sluggish economy need to be addressed.Comments• Population growing, becoming more industrialised.6. OUTlOOk fOR REiTSRespondents were asked a number of questions on the future of, and threat to REITs, to determine the overall outlook for the future.6.1 fUTURE Of REiTsRespondents were asked which of these three statements best reflects their view of the future of REITs.In the short-term (1-2 years) and long-term (3-5 years) companies with existing REITs will:• Stay about the same size;• Increase the size of existing REITs;•Launch additional REITs.There has been a dramatic change in the short-term outlook for REITs compared to last year:• 47% of respondents predict companies will increase the size of existing REITs compared to 20% last year; • 33% of respondents believe REITs will stay the same size, compared to 77% last year;•20% of respondents expect additional REITs will be launched which is a 17% increase on 2009.Although the short-term outlook has not recovered to pre-gFc levels, positive sentiment is improving.1020304050607080901002009200820072010Short-term outlook for REITs - TrendsShort-term (1-2 years)Launch additional REIT’s Stay about the same sizeIncrease the size of existing REIT1020304050607080901002009200820072010Long-term outlook for REITs - TrendsLong-term (3-5 years)Launch additional REIT’s Stay about the same sizeIncrease the size of existing REIT The long-term outlook is far more optimistic and back to pre-gFc levels:•55% of respondents believe in the longer termcompanies will launch additional REITs, an increase of 13% on 2009;•43% of respondents predict companies will increase the size of existing REITs.Respondents were asked to rate six potential threats to REITs on a scale of 1 to 10.Respondents rated the biggest threat to the future of REITs as follows:•Adverse taxation developments are seen as thebiggest threat to the future of REITs at 71%, up from 62%;•The effects of financial engineering is rated as the second biggest threat at 69%, down from 74% last year;• Regulatory process (65%) has remained relatively constant over the years;• Low yields has increased 6% from 2009 and is back to the level of previous years;• Poor understanding (58%) has not changed since last year;•cost to market is seen as the lowest threat but is steadily increasing year-on-year.6.2 wHAT iS THE BiggEST THREAT fOR REiTs?1. AUSTRAliAWhen was the REIT regime introduced?In Australia, there is a long history of REITs as either listed property trusts (A-REITs) or unlisted property trusts.Is there a regulatory framework and, in particular, a separate regime for REITs apart from that for listed entities in general?There is no special REITs regime. The corporations Act 2001 (cth) (corporations Act) regulates widely held REITs in Australia. A-REITs are also required to comply with the Australian Securities Exchange (ASx) Listing Rules.Have there been recent deals and regulatory or other developments?The response of A-REITs to the global financial crisis wasto seek access to greater capital and explore simplification and consolidation. In addition, recent tax changes have given an impetus to foreign investors entering the market. Identify any significant factors that may/will impact upon the development of the REIT market in the jurisdiction, such as:Land ownership:• Are there any restrictions on foreign ownership?The Foreign Acquisition and T akeovers Act 1975 (cth) (FATA) requires that notice be given to the Foreign Investment Review Board (FIRB) whenever there is an acquisition of an interest in Australian urban land by a substantial foreign interest, and powers are conferred to restrict such investments.A substantial foreign interest is defined in section 9A of the FATA as where a single foreigner (and any associates) has 15% or more of the ownership or several foreigners (and any associates) have 40% or more in aggregate of the ownership of any corporation, business or trust.A limited range of exemptions apply to various persons, including US investors.Licensing/approval of the entity managing the REIT (the “Manager”):• Is the manager external or owned by the REIT? management may be either external or internal. where management is internal, the RE is generally owned by a company, the shares of which are stapled to a unit in the REIT.• does the manager need to be licensed and what are the more significant criteria for the licence/approval? Section 601FA of the corporations Act requires the operator of a REIT which is registered to hold an Australian Financial Services Licence (AFSL). An AFSL will generally be granted if the applicant can demonstrate competency in the provision of the financial service (such as the operation of a scheme) and there is no reason to believe that the applicant will not fulfil the various obligations imposed by the AFSL, and has the requisite good fame and character, expertise and ability. The regulatory approval process involves both a review of the applicant and consideration of the kinds of financial services which the applicant proposes to provide.Foreign exchange control:• Are there any foreign exchange controls?no.Income/profit, tax etc:• Is there any tax exemption at the REIT level for the REIT’s income/profits?The REIT will not be taxed at the REIT level providedthat the unitholders (investors) of the trust are presently entitled to all of the net income and the trust is not taxed as a company.The trust will not be taxed as a company if the trust isnot widely held, or, where it is widely held, its business activities are limited to earning passive income, such as rent, and not operating a business. A-REITs can generally satisfy these requirements.• Is there any tax pass-through to the investors?where the taxable component of a distribution is lessthan the amount of its actual distribution, there arises what is commonly referred to as “tax deferred income”. generally speaking, this arises due to the availability of tax deductions, such as depreciation and capital allowances, which exceed those available for accounting purposes.T ax deferred income is not ordinarily included in an investor’s annual assessable income. however, tax deferred income will reduce an investor’s capital gains tax (cgT) cost base in the units, meaning that an investor will paytax on such reduced cost base at the time of disposal (although at the concessional capital gains tax rate).• Are there any other tax incentives for REITs?no specific tax concessions.• Is stamp duty applicable?Stamp duty is payable by REITs on the acquisition of properties, and usually on the acquisition or issue of equity in non-widely held REITs.• Is withholding tax applicable?withholding tax can be payable on distributions of Australian-sourced gains to non-residents at the top marginal rate of tax relevant to the non-resident.couNtry summary aND leGal upDateThe following section provides an update on the REIT legislation in each of the selected countries.2. CHiNAWhen was the REIT regime introduced?In december 2008 the chinese central government formally announced its support for pilot schemes of chinese REIT (c-REIT) products to be offered to the market. It has been reported that the chinese central government is reviewing the draft c-REIT legislation and the first batch of c-REIT products may hit the market in 2010.Is there a regulatory framework and, in particular, a separate regime for REITs apart from that for listed entities in general?Specific c-REIT legislation will be enacted and will be premised on the existing national legislation governing trust products, securities offerings, investment fund management and securitisation.It is expected that china will run two different pilot schemes of c-REIT products. one is essentially a scheme of securitisation of revenue streams from a pool of real estate assets that will be offered to institutional investors and traded on the inter-bank market. The other product will be offered to retail investors and will resemble the REIT products offered in hong kong and Singapore.Identify any significant factors that may/will impact upon the development of the REIT market in the jurisdiction, such as:Title system:• does the title system pose any difficulty for acquisition of property for investment by a REIT?with respect to the securitisation c-REIT product, there will be no transfer of real estate title. It has been reported that there will be a new system for registration of trust over real estate in support of this type of c-REIT product.with respect to the retail c-REIT product, the real estate title will be transferred to the trustee.Land ownership:• Are there any restrictions on foreign ownership?with effect from july 2006, foreign companies are no longer allowed to directly acquire and hold investment property in china. Acquisitions completed before july 2006 are grandfathered.Licensing/approval of the entity managing the REIT (the “Manager”):• Is the manager external or owned by the REIT?with respect to the securitisation c-REIT product, it is expected that legal title of the real estate assets will not be transferred and the existing owner will continue to retain operational control over the assets.with respect to the retail c-REIT products, legal title of the real estate assets will be transferred to the c-REIT trustee and the real estate assets will be operated by an external manager.• does the manager need to be licensed and what are the more significant criteria for the licence/approval?with respect to the securitisation c-REIT product, thec-REIT managers will be trust companies licensed by the china Banking Regulatory commission. The qualification requirements have not yet been announced.with respect to the retail c-REIT product, the c-REIT managers will be investment fund management companies licensed by the china Securities Regulatory commission.The qualification requirements have not yet been announced.Foreign investment:• Are there any restrictions on foreign investment in real estate?yes. china has strict exchange controls over all foreigndirect investment transactions. Foreign companies are not allowed to directly acquire and hold investment propertyin china. Foreign investment in china-incorporated real estate companies are also subject to many regulatory restrictions.Income/profit tax, etc:• Is there any tax exemption at the REIT level for the REIT’s income/profits?It is expected that the c-REIT regime will adopt the general principle of tax neutrality, i.e. there will be no specialincome/profits tax exemption for C-REIT products.• Is there any tax pass-through to the investors?It is expected that this will be permitted.• Are there any other tax incentives for REITs?It is expected there will be no special tax incentives forc-REIT products.• Is stamp duty applicable?Real estate transactions are subject to stamp duty andother indirect taxes. It is expected that there will be no special exemption for c-REITs.• Is withholding tax applicable?It is expected that there will be no special exemption forc-REITs.Identify any other factors that may/will impact on theREIT industry in the jurisdiction.The launch and the further growth of the c-REIT market needs the support of the chinese central government.It is possible that lobbying by dominant property industry players may impact the introduction and form of thec-REIT regime in china.The Trust company and Baker & mckenzie | 21。
