Quill Capita Trust is undergoing due diligence in relation to a proposed exercise with Malaysian Resources Corp. Barring unforeseen circumstances, a deal may be finalised by early 4Q14, with the latter emerging as its largest unitholder. Judging from its intent to buy CapitaLand Group’s entire stake in the trust, we could see the Singaporean firm exiting the REIT. Maintain NEUTRAL for now.
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Ongoing due diligence for Malaysian Resources Corp deal. On 29 Jan, Quill Capita Trust signed a heads of agreement (HOA) with Malaysian Resources Corp (MRC MK, NEUTRAL, FV: MYR1.32) for the acquisition of Platinum Sentral for MYR750m, to be settled through cash and the issuance of new units. Its management was unable to provide more details as it is in the midst of undergoing due diligence . Barring unforeseen circumstances, the REIT is targeting to finalise and sign the sale and purchase agreement (SPA) with Malaysian Resources by endMarch or early April, and complete the whole exercise by early 4Q14. As the settlement will involve the issuance of at least 200m new units to Malaysian Resources, it will likely emerge as the REIT’s major unitholder, with holdings of about 28%. This will also see a dilution in the holdings of its two largest unitholders, CapitaCommercial Trust (CCT SP, NR) and Quill Group, whose respective holdings may be reduced to about 16.3% (from 30% currently).
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CapitaLand to exit? We believe that Singapore’s CapitaLand Group, via CapitaCommercial Trust, could be looking to dispose of its entire stake in Quil Capita Trust over the long run. CapitaCommercial Trust has announced that its investment in the REIT comprises less than 1% of its total assets. As such, any changes to its unitholding will have a negligible impact on CapitaCommercial Trust’s earnings. Furthermore, Malaysian Resources is understood to be acquiring CapitaLand RECM Pte Ltd (CRPL)’s entire 40% stake in Quill Capita Management SB.CRPL, a wholly-owned subsidiary of CapitaLand, will no longer participate in the day-to-day management of the REIT.
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Still NEUTRAL. Our DDM-based FV stays at MYR1.25. We reiterate that the emergence of Malaysian Resources Corp as a major unitholder will likely be synergistic in the longer term and could propel the REIT to the next level and put it back on investors’ radar.
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Ongoing due diligence for Malaysian Resources Corp deal. We recently met Quill Capita Trust CEO Ms Yong Su-Lin and its investor relations manager, Ms Joyce Loh, for more information on the recently-announced deal with Malaysian Resources (MRC MK, NEUTRAL, FV: MYR1.32). On 29 Jan, the REIT signed a heads of agreement (HOA) with Malaysian Resources for the acquisition of Platinum Sentral office assets for MYR750m, to be settled via cash and the issuance of new units. The management was unable to provide more details as it is in the midst of performing due diligence on the proposed acquisition. The HOA will be valid for 30 business days (with an automatic extension of 15 business days if the parties are unable to complete their due diligence exercises. The REIT is targeted to finalise and sign the SPA with Malaysian Resources by endMarch or early April, and complete the entire exercise by early 4Q14.
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Funding details yet to be finalised. In its announcement, the REIT’s management stated that it intends to fund the MYR486m cash portion of the Platinum Sentral acquisition through a mix of debt-equity funding. It also indicated that the funding details will only be finalised once it has signed the SPA for the acquisition. Over the short term, management is not too worried if the REIT’s gearing breaches 40% as it believes that its asset value will likely remain stable – which means that a gearing level of >40% will still be manageable. Based on our scenario analysis – assuming that the REIT’s gearing will go up to 40% and it will issue new units at MYR1.15/unit – it could have headroom for debt of about MYR339.2m, if its gearing is capped at 40% of the enlarged asset value. This will leave it with only about MYR146.8m to be raised through equity financing.
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Malaysian Resources Corp to become largest unitholder. Given that the settlement will involve the issuance of at least 200m new units to Malaysian Resources, the company will likely emerge as one of the major unitholders in Quill Capita Trust, with holdings of about 28%. This exercise will also see a dilution in the holdings of the REIT’s two largest unitholders, CapitaCommercial Trust (CCT) and Quill Group, whose respective holdings may be reduced to about 16.3% (from 30% currently). Malaysian Resources, which has also proposed to acquire a 41% stake in the REIT’s management company, Quill Capita Management SB (QCM), will acquire 40% of the stake from CapitaLand RECM Pte Ltd (CRPL) and 1% from Coast Capital SB. This will allow it to participate in the day-to-day management as well as receive a share of management fees paid to QCM. We believe that going forward, Malaysian Resources will likely use the REIT as a vehicle to park its investment assets, given that this is the fastest way to unlock the value of those assets.
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CapitaLand to exit? We believe that Singapore-based CapitaLand Group, through Capita Commercial Trust, could be looking to dispose of its entire stake in Quill Capita Trust over the long run. In the 29 Jan announcement, Capita Commercial Trust stated that its investment in the REIT comprises less than 1% of its total assets. Thus, any changes to Quill Capita Trust’s unitholdings will have a negligible impact on Capita Commercial Trust’s earnings. Furthermore, given Malaysian Resources Corp’s majority stake in QCM upon completion of the deal, CRPL will no longer be participating in the day-to-day management of the REIT. CRPL is a wholly-owned subsidiary of CapitaLand.
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Organic growth to remain flattish. Quill Capita Trust expects flattish growth for its FY14 DPU. Organic growth remains unexciting, as its Quill Building 10 remains empty ever since HSBC vacated it back in April 2010, hampering overall growth. As the ongoing major refurbishment at Menara Technip is expected to be completed by end-2014, there could be some upside to its rental contribution from FY15 onwards. Meanwhile, about 23% of its net lettable area is due to expire this year, and the REIT expects that there will be minimal non-renewal risks – although it expects rental rates to grow only at about 2-3% annually.Inorganic growth opportunities through Quill Group are rather limited, as the REIT’s agreement with Quill Group on the right of first refusal (ROFR) for the latter’s assets has already lapsed and there is no indication that this ROFR agreement will be renewed. As such, we reiterate our view that the deal with Malaysian Resources Corp is positive for the REIT, as it could provide steady inorganic growth opportunities through the former’s pipeline assets.
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Maintain NEUTRAL. Our DDM-based FV is unchanged at MYR1.25. We reiterate that the emergence of Malaysian Resources as a major unitholder will likely be synergistic over the longer term and could help to propel Quill Capita Trust to the next level and put it back on investors’ radar.
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Company Profile
Quill Capita is a mid-cap MREIT focusing on office/commercial assets, which are largely concentrated in the Klang Valley and Cyberjaya areas.
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Source: RHB