PROSPECTUS DATED 10 JULY 2006

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Joint Financial Advisers, Global Coordinators and Bookrunners

Joint Underwriters Sponsor

PROSPECTUSDATED 10 JULY 2006

CDL HOSPITALITY REAL ESTATE INVESTMENT TRUST

(a real estate investment trust constituted on 8 June 2006 under the laws of the Republic of Singapore) CDL HOSPITALITY BUSINESS TRUST

(a business trust constituted on 12 June 2006 under the laws of the Republic of Singapore) Managed by:

M&C REIT Management Limited (the “H-REIT Manager”) and M&C Business Trust Management Limited (the “HBT Trustee-Manager”)

425,000,000 Stapled Securities Offering Price: S$0.83 per Stapled Security

This is the initial public offering (the “Offering”) of 425,000,000 stapled securities in CDL Hospitality Trusts (“Stapled Securities”, and each, a “Stapled Security”), a stapled group comprising CDL Hospitality Real Estate Investment Trust (“H-REIT”), a real estate investment trust, and CDL Hospitality Business Trust (“HBT”), a business trust. Each Stapled Security comprises a unit in H-REIT (“H-REIT Unit”) and a unit in HBT (“HBT Unit”) for subscription at the offering price of S$0.83 per Stapled Security (the “Offering Price”). The Offering consists of (i) an international placement of 410,000,000 Stapled Securities to investors, including institutional and other investors in Singapore (the “Placement Tranche”), of which 12,500,000 Stapled Securities (the “Reserved Stapled Securities”) will be reserved for subscription by the directors, management, employees and business associates of Millennium & Copthorne Hotels plc (“M&C” or the “Sponsor”) and persons who have contributed to the success of the Offering (the “Reserved Tranche”) and (ii) an offering of 15,000,000 Stapled Securities to the public in Singapore (the “Public Offer”), subject to re-allocation.

The Offering is fully underwritten by DBS Bank Ltd (“DBS Bank”) and BNP Paribas (acting through its Singapore branch) (“BNP Paribas”, and together with DBS Bank, the “Underwriters”) at the Offering Price.

Separate from the Offering, Hospitality Holdings Pte. Ltd., an indirect wholly owned subsidiary of the Sponsor incorporated in Singapore, has entered into a subscription agreement to subscribe for 273,000,000 Stapled Securities at the Offering Price, conditional upon the Underwriting Agreement (as defi ned herein) having been entered into and not having been terminated pursuant to its terms on or prior to the Settlement Date (as defi ned herein). Prior to the Offering, there has been no market for the Stapled Securities. The Offering is 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 all the Stapled Securities in issue as at the Listing Date (as defi ned herein), as well as all the Stapled Securities which may be issued to the H-REIT Manager or the HBT Trustee-Manager from time to time in full or in part payment of fees payable to the H-REIT Manager or the HBT Trustee-Manager. Such permission will be granted when CDL Hospitality Trusts has been admitted to the Offi cial List of the SGX-ST (the “Listing Date”). Acceptance of applications for the Stapled Securities will be conditional upon issue of the Stapled Securities and upon permission being granted to list the Stapled Securities. In the event that such permission is not granted, application monies will be returned in full, at each investor’s own risk, without interest or any share of revenue or other benefi t arising therefrom, and without any right or claim against CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, DBS Trustee Limited (the “H-REIT Trustee”), the HBT Trustee-Manager, either of the Underwriters or the Sponsor.

CDL Hospitality Trusts has received a letter of eligibility from the SGX-ST for the listing and quotation of the Stapled Securities on the Main Board of the SGX-ST. CDL Hospitality Trusts’ eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, the Stapled Securities, CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee or the HBT Trustee-Manager. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Ofﬁ cial List of the SGX-ST is not to be taken as an indication of the merits of the Offering, the Stapled Securities, CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee or the HBT Trustee-Manager. H-REIT is an authorised scheme under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). HBT is a registered business trust under the Business Trusts Act, Chapter 31A of Singapore (the “BTA”). 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 this Prospectus. Lodgement with, or registration by, the MAS of this Prospectus does not imply that the SFA, the BTA or any other legal or regulatory requirement has been complied with. The MAS has not, in any way, considered the investment merits of the H-REIT Units, the HBT Units, and the Stapled Securities, being offered for investment. The date of registration of this Prospectus with the MAS is 10 July 2006. No Stapled Security shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the MAS.

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.

See “Risk Factors” commencing on page 47 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Stapled Securities. None of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters or the Sponsor guarantees the performance of CDL Hospitality Trusts, the repayment of capital or the payment of a particular return on the Stapled Securities.

Investors applying for the Stapled Securities by way of Application Forms or Electronic Applications (both as referred to in Appendix VI, “Terms, Conditions and Procedures for Application for and Acceptance of the Stapled Securities in Singapore”) will pay the Offering Price per Stapled Security on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefi t 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 Stapled Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefi t of, U.S. persons (as defi ned in Regulation S under the Securities Act (“Regulation S”)). The Stapled Securities are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.

Orchard Hotel Shopping Arcade Copthorne King’s Hotel

M Hotel Grand Copthorne Waterfront Hotel

Orchard Hotel (Registered with the Monetary Authority of Singapore on 10 July 2006)

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Earn

6.37

%

(1)

tax-free

(2)

_yield

ABOUT CDL HOSPITALITY TRUSTS

CDL Hospitality Trusts is a stapled group comprising CDL Hospitality Real Estate Investment Trust (“H-REIT”), a real estate investment trust, and CDL Hospitality Business Trust (“HBT”), a business trust.

H-REIT, the ﬁ rst hotel real estate investment trust (“REIT”) in Singapore, is established with the principal investment strategy of investing, directly or indirectly, in a diversiﬁ ed portfolio of income-producing real estate which is primarily used for hospitality and/or hospitality-related purposes, whether wholly or partially, and real estate-related assets in relation to the foregoing.

The initial asset portfolio of H-REIT, as at the Listing Date, will comprise Orchard Hotel, Grand Copthorne Waterfront Hotel, M Hotel and Copthorne King’s Hotel (the “Hotels“, and each a “Hotel“), all of which are located in Singapore and marketed as “superior” hotels, with a total of over 1,900 rooms as at 9 June 2006, as well as Orchard Hotel Shopping Arcade, the shopping arcade adjoining Orchard Hotel (together with the Hotels, the “Properties”). Orchard Hotel Shopping Arcade is included in H-REIT’s portfolio as it is complementary to the guest facilities at Orchard Hotel, providing shopping and leisure facilities to hotel guests.

HBT is a business trust which will be dormant as at the Listing Date. It exists primarily as “a master lessee of last resort” and will become active if H-REIT is unable to appoint a master lessee for any of the Hotels in its portfolio at the expiry of the relevant master lease agreement or for a newly acquired hotel. HBT may also become active if it undertakes certain hospitality and hospitality-related development projects, acquisitions and investments which may not be suitable for H-REIT.

ABOUT THE SPONSOR

Millennium & Copthorne Hotels plc

Listed on the London Stock Exchange, with a market capitalisation of approximately £1.17 billion as at 9 June 2006, M&C is an internationally recognised hotel group with a portfolio of 105 hotels in 18 countries around the world. M&C hotel brands represent a wide variety of hotel styles with high standards of service and facilities. M&C hotels are recognised for providing excellent business, leisure, incentives, meetings and events experience to its customers worldwide.

ABOUT THE H-REIT MANAGER

M&C REIT Management Limited

The H-REIT Manager is an indirect wholly owned subsidiary of M&C. The directors and the executive offi cers of the H-REIT Manager have an extensive and broad range of experience including expertise in fund, asset, hospitality and property management. The H-REIT Manager is responsible for formulating the business plans in relation to the properties, including setting the strategic direction of H-REIT and giving recommendations to the H-REIT Trustee on the acquisition, divestment or enhancement of assets of H-REIT in accordance with its stated investment strategy. This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Prospectus. Words and expressions not defi ned herein have the same meaning as in the main body of this Prospectus unless the context requires otherwise. Meanings of capitalized terms may be found in the Glossary of this Prospectus, the Stapling Deed, the H-REIT Trust Deed or the HBT Trust Deed.

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GRAND COPTHORNE WATERFRONT HOTEL

• Proximity to the Central Business District (“CBD”), the proposed Business and Financial Centre (“BFC”) and Integrated Resorts (“IRs”), HarbourFront Centre, Suntec City, Orchard Road, Chinatown, Clarke Quay, Boat Quay and Robertson Quay

• One of the largest conference facilities in Singapore, with three levels of conference/meeting and banquet facilities

• Four ballrooms dedicated to banqueting events, with the largest ballroom being the Grand Ballroom which has a maximum capacity of 1,000 persons in theatre style

• Awards include Excellent Service Award (2005) for achieving 17 Gold and 6 Silver excellent service awards awarded by Singapore Hotel Association (“SHA”), SPRING Singapore and Certiﬁ cate of Commendation Hotel Gold by SHA/NCPC/STB (2005, 2004, 2003)

• Well positioned to beneﬁ t from the STB’s stated goal of increasing Singapore’s appeal in the meetings, incentives, conventions and exhibitions (“MICE”) market

• Managed and operated by MCIL

COPTHORNE KING’S HOTEL

• Modern business hotel that meets the needs of corporate travellers • Completed extensive refurbishments in 2004

• Restaurants have built up a loyal customer base

• Awards and accolades include Singapore’s Best Restaurants (2006) by American Express and Top Restaurant Award (2005) by Wine & Dine publication

• Expected to beneﬁ t from the STB’s plans to grow Singapore’s tourism industry • Managed and operated by MCIL

ORCHARD HOTEL

• Signiﬁ cant strength lies in its location in the major shopping belt of Orchard Road, the retail and entertainment activity hub of Singapore • Recently completed extensive renovations to upgrade rooms at one of the two wings, Orchard Wing

• Strong and consistent revenue from its food and beverage department, with numerous awards and accolades awarded to Hua Ting Restaurant • Expected to beneﬁ t from the increased activities and revitalisation of Orchard Road planned by the Singapore Tourism Board (the “STB”) • Awards and accolades include Executive Chef of the Year and Asian Ethnic Chef of the Year by World Gourmet Summit Awards of Excellence

2006, Best Accommodation Experience (Superior Hotel) 2005 by 20th Singapore Tourism Awards, and Asian Ethnic Restaurant of the Year by World Gourmet Summit Awards of Excellence 2005

• Managed and operated by Millennium & Copthorne International Limited (“MCIL“)

M HOTEL

• Strong following of business travellers due to location in the heart of the CBD and its proximity to the HarbourFront Centre • Unique and contemporary design clearly differentiates the property from others in its class

• Accolades include “Best Mid-Range Business Hotel” in 2005 by Trade Travel Gazette Asia and “Best Corporate/Business Hotel” by Hospitality Asia Platinum Awards in 2004

• Well positioned to benefit from the increased activities by its proximity to the proposed BFC and IRs • Managed and operated by MCIL

ORCHARD HOTEL SHOPPING ARCADE

• Proximity to Orchard Hotel and Orchard Road ensures a steady stream of shoppers comprising tourists and business travellers and locals • Eight major tenants occupying a total of 2,910.7 sq m (representing 58.9% of the rentable retail space) as at 31 January 2006 • Occupancy rate as at 31 January 2006 was about 95.9%

(See “Business and Properties” in this Prospectus)

The table below sets out a summary of the details of the Properties in H-REIT’s intial property portfolio:

PROPERTY NUMBER OF AVAILABLE ROOMS GFA (sq m) CONTRIBUTION TO H-REIT’S GROSS REVENUE FY2005 (S$ m) HOTEL RevPAR(3) FY2005 (S$) PURCHASE CONSIDERATION(4) (S$ m) Orchard Hotel 653 49,940.9(5) _16.1 ₁₁₂ _330.1 Grand Copthorne Waterfront Hotel 539 46,662.6 11.7 96 234.1 M Hotel 413 32,379.3 9.0 110 161.5

Copthorne King’s Hotel 310 17,598.3 5.3 88 86.1

Orchard Hotel

Shopping Arcade N.A. N.A.(6) 3.4 N.A. 34.5

Total 1,915 146,581.1 45.5 N.A. 846.3

(3)_{Room Revenue Per Available} Room (“RevPAR”). (4)_{Based on appraisal by CB}

Richard Ellis (“CBRE”) as at 28 February 2006.

(5)_{Shares Gross Floor Area (“GFA”)} with Orchard Hotel Shopping Arcade.

(6)_{Net Lettable Area (“NLA”) is} 4,939.3 sq m. Shares GFA with Orchard Hotel.

N.A. means not applicable

SINGAPORE

CIVIC DISTRICT SINGAPORE RIVER MARINA BAY BRAS BASAH/ BUGIS 2 3 1

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INVESTMENT HIGHLIGHTS

The H-REIT Manager considers the key investment highlights of H-REIT to include: • Investment in a portfolio of quality hospitality and/or hospitality-related assets

- Hotels are strategically located in or near the CBD or along or near Orchard Road, and Orchard Hotel Shopping Arcade is located along Orchard Road

- Hotels have been marketed as “superior” hotels, and are therefore positioned to capture what the H-REIT Manager believes to be the relatively more proﬁ table section of the hospitality market

• Distributions via long-term Master Lease Agreements

- H-REIT’s current distribution policy is to distribute 100.0% of its taxable income and tax-exempt income (if any) for the period from the Listing Date to 31 December 2007 and at least 90.0% of its taxable and tax-exempt income (if any) thereafter

- Annualised distribution yield of 6.37% for the Forecast Period 2006(8),(9)

- Long-term Master Lease Agreements of at least 20 years for each of the Hotels, which entitle H-REIT to a Fixed Revenue, thereby providing holders of the Stapled Securities with downside protection and a stable and long-term stream of quality rental income The table below sets out a summary of the forecast and projected distribution yields of the Stapled Securities:

• Leverage on established Master Lessees

- The Master Lessees are indirect wholly owned subsidiaries of M&C which is listed on the London Stock Exchange with a market capitalisation of approximately £1.17 billion as at 9 June 2006

• Exposure to hotel sector growth

- The STB forecasts a strong demand for hotel rooms in Singapore in the coming years and visitor arrivals in Singapore are projected to double from 8.3 million in 2004 to 17 million by 2015

- Extended average length of stay of tourists from 3.2 days in 2004 to 3.4 days in 2005 - Other contributing factors that will further increase tourist arrivals in Singapore include: - Completion of two IRs located at Marina Bay and Sentosa

- Completion of the proposed BFC located at Marina Bay

- Emergence of new low-cost air-carriers in the Southeast Asia region

- Increase in tourists from the People’s Republic of China (the “PRC“) and India

- Singapore’s increasing popularity as a global MICE hub

- Insufﬁ cient supply of hotel rooms in Singapore to meet the expected growing demand (8)_{Annualised ﬁ gure for the six months ending 31 December 2006.}

(9)_{Based on the Offering Price of S$0.83 per Stapled Security and the proﬁ t forecast and proﬁ t} projection, together with the accompanying assumptions, in this Prospectus. Such yield will vary accordingly for investors who purchase Stapled Securities in the secondary market at a market price that differs from the Offering Price.

Offering Price

Distribution Yield

Forecast Period 2006

Projection Year 2007

S$0.83

6.37%

(8),(9)

_6.69%

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Forecast Period 2006 Projection Year 2007 Yield (%)

6.37%

6.10 6.20 6.30 6.40 6.50 6.60 6.70

6.69%

(8),(9) (9)

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(12)_{Based on CBRE’s appraised valuation} as at 28 February 2006. M Hotel S$161.5m, 19.1% Orchard Hotel S$330.1m, 39.0% Orchard Hotel Shopping Arcade S$34.5m, 4.0% Copthorne King’s Hotel S$86.1m, 10.2% Grand Copthorne Waterfront Hotel S$234.1m, 27.7%

Portfolio by Gross Revenue Contribution of Individual Property

Forecast Period 2006(13)

(13)_{For the 6 months ending 31 December 2006 and based} on the assumptions set out in this Prospectus.

M Hotel S$5.4m, 19.7% Orchard Hotel S$9.3m, 34.1% Orchard Hotel Shopping Arcade S$1.8m, 6.5% Copthorne King’s Hotel S$3.2m, 11.9% Grand Copthorne Waterfront Hotel S$7.5m, 27.8% Orchard Hotel S$19.7m, 34.9% Orchard Hotel Shopping Arcade S$3.6m, 6.4% Copthorne King’s Hotel S$6.7m, 11.9% Grand Copthorne Waterfront Hotel S$15.5m, 27.6%

4. Recent refurbishments carried out on the Hotels and cost of future furniture, ﬁ xtures and equipment (“FF&E”) not borne by H-REIT

• Hotels are in a good state of upkeep due to recent

signiﬁ cant refurbishment programmes which

promote the attraction of the Hotels and may thus increase patronage and revenue

(See “Summary - Competitive Strengths of the Properties” in this Prospectus)

OUTLOOK FOR THE HOSPITALITY SECTOR IN SINGAPORE

• Strong prospects expected for the tourism and hospitality sector in Singapore in 2006 and 2007 • Record 8.94 million tourist arrivals in Singapore for

2005, with 14.6% growth for January 2006 to April 2006 over the same period in 2005

• Increasing visitor arrivals in Singapore due to better regional and worldwide economic growth and the advent of budget air-carriers in Asia

• Double-digit growth in room revenue for Singapore hotels of 15.5% in 2005, on top of a 16.0% increase in 2004

• 12.0% growth in Average Daily Rate in 2005 over 2004 and 3.5% increase in Average Occupancy Rate to 84.1% in 2005 over 2004

• Signiﬁ cant increase in visitor arrivals from high growth source markets such as India and the PRC over the years

• Extended length of stay of visitors from an average of 3.2 days in 2004 to 3.4 days in 2005

• Efforts by both the STB and the local tourism industry to develop better tourism offerings and initiatives. A S$2.0 billion tourism development fund has been set up by the Singapore Government to achieve the desired growth in the local tourism industry

• Existing hotel supply insufﬁ cient to meet the

accommodation needs of the 17 million visitors targeted by the STB by 2015

(See “Summary - Outlook for the Hospitality Sector in Singapore” in this Prospectus)

INDICATIVE TIMETABLE

Portfolio by Gross Revenue Contribution of Individual Property

Projection Year 2007(14) Total: S$846.3m Total: S$27.2m Total: S$56.3m

Portfolio by Purchase Price of Individual Property(12)

(11)_{Subject to the SGX-ST being satisﬁ ed that all conditions necessary for the commencement}

DATE AND TIME EVENT

10 July 2006, 3.30 p.m. Opening date and time for the Offering 17 July 2006, 12.00 p.m. Closing date and time for the Offering 19 July 2006, 2.00 p.m. Commence trading on a “ready” basis(11)

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• Beneﬁ ts of M&C as the Sponsor and MCIL as the Hotel Manager

- CDL Hospitality Trusts stands to benefi t from the Sponsor’s fi nancial strength, experience, market reach and network of contacts in the global hotel and hospitality industry and MCIL’s experience as the principal hotel management arm of the Sponsor in Asia - Continue to benefi t from being associated with the M&C brand and its globally marketed brands

• The Sponsor’s interest is substantially aligned with that of the holders of the Stapled Securities

- M&C will, through an indirect wholly owned subsidiary, hold approximately 39.1% of the total number of Stapled Securities upon the completion of the Offering

- M&C and its subsidiary have entered into lock-up arrangements with DBS Bank and BNP Paribas Peregrine in respect of their interests in the Stapled Securities for 180 days commencing from the Listing Date

• Experienced and professional management

- Leverage on the experience of the directors and the executive ofﬁ cers of the H-REIT Manager in fund, asset, hospitality and property management obtained in Singapore and elsewhere in the world

• Highly independent board

- The majority of directors of the H-REIT Manager and the HBT Trustee-Manager are independent directors

• Management fees structured to incentivise and align interests of the H-REIT Manager and the HBT Trustee-Manager with that of holders of the Stapled Securities

- The management fees of the H-REIT Manager and the HBT Trustee-Manager have a performance-based element

- The H-REIT Manager is entitled to receive a base fee of 0.25% per annum of the value of the H-REIT Deposited Property as well as an additional performance fee of 5.0% per annum of H-REIT’s Net Property Income in the relevant ﬁ nancial year

- 80.0% of H-REIT Manager’s fees will be paid in Stapled Securities for the fi rst fi ve years • Capital structure that provides future fi nancing fl exibility

- The H-REIT Manager intends to use a combination of debt and equity to fund future acquisitions and property enhancements, maintain a strong balance sheet and remain within the aggregate leverage limit set out in the Property Funds Guidelines, minimise

the cost of debt fi nancing, secure diversifi ed funding sources, and manage the exposure in interest rates and foreign exchange • Tax benefi ts for holders of the Stapled Securities

- H-REIT enjoys tax transparency on its taxable income from the Properties

- Distributions made to individuals are generally exempt from Singapore income tax regardless of their nationality or tax residence status

(See “Summary - Key Investment Highlights of H-REIT” in this Prospectus) COMPETITIVE STRENGTHS

The H-REIT Manager believes that the Properties enjoy the following competitive strengths: 1. Strategic locations with signiﬁ cant contribution for the Hotels from corporate segments

• With all of the Hotels strategically located in or near to the CBD or along or near to Orchard Road, the Hotels cater to both business and leisure travellers

• 69.1% of the room revenue of the Hotels for FY2005 was contributed by the higher yielding corporate segments 2. Unique strengths of each of the Properties

• A signiﬁ cant strength of Orchard Hotel is its premier location along Orchard Road, the retail and entertainment activity hub of Singapore

• Grand Copthorne Waterfront Hotel has one of the largest conference facilities in Singapore, deriving a signiﬁ cant percentage of its revenue from banquets

• M Hotel, which has a strong following of business travellers, boasts a unique and contemporary design that clearly differentiates it from others in its class

• Copthorne King’s Hotel has been extensively refurbished into a modern business hotel with a loyal base of patrons for its restaurants

• Orchard Hotel Shopping Arcade’s proximity to Orchard Hotel and its Orchard Road location ensure a steady stream of shoppers 3. Improving RevPAR of the Hotels

The Hotels have been experiencing improving RevPAR performance over the last three years:

RevPAR (S$)

FY2003 FY2004 FY2005

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NOTICE TO INVESTORS

AS BUSINESS TRUSTS ARE SUBJECT TO THE SINGAPORE CODE ON TAKE-OVERS AND MERGERS (THE “TAKE-OVER CODE”), AND ONE OF THE COMPONENTS OF CDL HOSPITALITY TRUSTS IS A BUSINESS TRUST, THE TAKE-OVER CODE IS APPLICABLE TO THE STAPLED SECURITIES.

No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters or the Sponsor. Neither the delivery of this Prospectus nor any offer, subscription, sale or transfer made hereunder shall in the circumstances imply that the information contained herein is correct as at any date subsequent to the date hereof or constitute a representation that there has been no change or development reasonably likely to involve a material adverse change in the affairs, conditions and prospects of the Stapled Securities, CDL Hospitality Trusts, H-REIT or HBT since the date hereof. Where such changes occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, the H-REIT Manager and/or the HBT Trustee-Manager will make an announcement of the same to the SGX-ST and, if required, issue and lodge a supplementary document or replacement document pursuant to Section 282D and Section 298 of the SFA and take immediate steps to comply with Section 282D and Section 298 of the SFA. Investors should take notice of such announcements and documents and upon release of such announcements and documents shall be deemed to have notice of such changes. No representation, warranty or covenant, express or implied, is made by any of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters, the Sponsor or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers as to the accuracy or completeness of the information contained herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise, representation or covenant by any of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters, the Sponsor or their respective affiliates, directors, officers, employees, agents, representatives or advisers.

None of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters, the Sponsor or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers makes any representation or undertaking to any purchaser or subscriber of the Stapled Securities regarding the legality of an investment by such purchaser or subscriber of the Stapled Securities under appropriate legal, investment or similar laws. In addition, this Prospectus is issued solely for the purpose of the Offering and investors in the Stapled Securities should not construe the contents of this Prospectus as legal, business, financial or tax advice. Investors should be aware that they are required to bear the financial risks of an investment in the Stapled Securities, and may be required to do so for an indefinite period of time. Investors should consult their own professional advisers as to the legal, tax, business, financial and related aspects of an investment in the Stapled Securities.

In the event that a supplementary or replacement prospectus is lodged with the MAS, the Offering shall be kept open for at least 14 days after the lodgement of such supplementary or replacement prospectus.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for the Stapled Securities and:

(a) where the Stapled Securities have not been issued to the applicants, the H-REIT Manager and the

HBT Trustee-Manager shall:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of

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option to withdraw their applications and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus to applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement prospectus; or

(ii) within seven days from the date of lodgement of the supplementary or replacement

prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall be

deemed to have been withdrawn and cancelled, and the H-REIT Manager and the HBT Trustee-Manager shall within seven days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to the applicants, without interest or a share of revenue or benefit arising therefrom; or

(b) where the Stapled Securities have been issued to the applicants, the H-REIT Manager and the

HBT Trustee-Manager shall:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of

lodgement of the supplementary or replacement prospectus, give applicants notice in writing of how to obtain, or arrange to receive, a copy of the same and provide applicants with an option to return to the H-REIT Manager and the HBT Trustee-Manager the Stapled Securities, which they do not wish to retain title in and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus to applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement prospectus; or

(ii) within seven days from the date of lodgement of the supplementary or replacement

prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return to the H-REIT Manager and the HBT Trustee-Manager the Stapled Securities, which they do not wish to retain title in; or

(iii) treat the issue of the Stapled Securities as void, in which case the issue shall be deemed

void and the H-REIT Manager and the HBT Trustee-Manager shall, within seven days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to the applicants, without interest or a share of revenue or benefit arising therefrom.

An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify the H-REIT Manager and HBT Trustee-Manager of this, whereupon the H-REIT Manager and the HBT Trustee-Manager shall, within seven days from the receipt of such notification, pay to him all monies paid by him on account of his application for those Stapled Securities without interest or a share of revenue or benefit arising therefrom, at the applicant’s risk.

An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Stapled Securities issued to him shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify the H-REIT Manager and the HBT Trustee-Manager of this and return all documents, if any, purporting to be evidence of title to those Stapled Securities, to the H-REIT Manager and the HBT Manager, whereupon the H-REIT Manager and the HBT Trustee-Manager shall, within seven days from the receipt of such notification and documents, if any, pay to him all monies paid by him for those Stapled Securities without interest or a share of revenue or benefit arising therefrom, at the applicant’s risk, and the issue of those Stapled Securities shall be deemed to be void. Under the SFA, the MAS may, in certain circumstances issue a stop order (the “Stop Order”) to the H-REIT Manager and the HBT Trustee-Manager, directing that no or no further Stapled Securities

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in the opinion of the MAS, comply with the requirements of the SFA or (iv) the MAS is of the opinion that it is in the public interest to do so. In the event that the MAS issues a Stop Order pursuant to Section 282E and/or Section 297 of the SFA and applications to subscribe for the Stapled Securities have been made prior to the Stop Order, and:

(a) where the Stapled Securities have not been issued to the applicants, the applications for the

Stapled Securities shall be deemed to have been withdrawn and cancelled and the H-REIT Manager and the HBT Trustee-Manager shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the Stapled Securities; or

(b) where the Stapled Securities have been issued to the applicants, the issue of the Stapled

Securities shall be deemed to be void and the H-REIT Manager and the HBT Trustee-Manager shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the Stapled Securities.

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

DBS Bank Ltd

6 Shenton Way DBS Building Tower One

Singapore 068809

BNP Paribas, Singapore Branch

20 Collyer Quay #01-01 Tung Centre

Singapore 049319

as well as from branches of DBS Bank (including POSB) and, where applicable, from certain members of the Association of Banks in Singapore, members of the SGX-ST as well as merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website: http://www.sgx.com. The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the Stapled Securities in certain jurisdictions may be restricted by law. CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters and the Sponsor require persons into whose possession this Prospectus comes to inform themselves about and to observe any such restrictions at their own expense and without liability to any of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters and the Sponsor. This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any of the Stapled Securities in any jurisdiction in which such offer or invitation would be unlawful. Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any information herein 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 also contains forward-looking financial information in “Profit Forecasts and Profit Projections”. Such forward-looking statements and financial information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager and/or the HBT Trustee-Manager and/or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and financial information. Such forward-looking statements and financial information are based on numerous assumptions regarding present and future business strategies of the H-REIT Manager and/or the HBT Trustee-Manager and the environment in which CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager and/or the HBT Trustee-Manager will operate in the future. As these statements and financial information reflect current views of the H-REIT Manager and/or the HBT Trustee-Manager concerning future events, these statements and financial information necessarily involve risks, uncertainties and assumptions. Actual future performance 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 CDL Hospitality Trusts, H-REIT, HBT, the H-REIT Manager and/or the HBT Trustee-Manager to differ materially from those in the forward-looking statements and financial information are the condition of, and changes in, the domestic, regional and global economies, including, but not limited to, factors such as the political landscape, environmental conditions and viral epidemics such as human avian flu and severe acute respiratory syndrome (“SARS”) that may result in reduced occupancy rates and room rates for the hospitality and hospitality-related assets of CDL Hospitality Trusts, H-REIT and/or HBT, changes in government laws and regulations affecting CDL Hospitality Trusts, H-REIT and/or HBT, competition in the Singapore and global hospitality and hospitality-related industry, currency exchange rates, interest rates, relations with service providers, relations with lenders, hostilities (including future terrorist attacks), or fear of hostilities that affect travel, in general, within or to Asia or any other countries in which the hospitality and hospitality-related assets of CDL Hospitality Trusts, H-REIT and/or HBT may be located in the future, the performance and reputation of master lessees, hotel managers and the other independent hotel companies with whom CDL Hospitality Trusts, H-REIT and/or HBT may contract, difficulties in identifying hospitality and hospitality-related assets to acquire and completing and integrating acquisitions, changes in the board of directors and executive officers of the H-REIT Manager and/or the HBT Trustee-Manager, risks related to natural disasters, the general volatility of the capital markets, risks related to investments in shopping arcades, the market price of the Stapled Securities and other matters not yet known to the H-REIT Manager and/or the HBT Trustee-Manager or not currently considered material by the H-REIT Manager and/or the HBT Trustee-Manager. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Risk Factors”, “Profit Forecasts and Profit Projections” and “Business and Properties”. These forward-looking statements and financial information speak only as at the date of this Prospectus. The H-REIT Manager and the HBT Trustee-Manager expressly disclaim any obligation or undertaking to release publicly any updates of or revisions to any forward-looking statement or financial information contained herein to reflect any change in the expectations of the H-REIT Manager and/or the HBT Trustee-Manager with regard thereto or any change in events, conditions or circumstances on which any such statement or information is based, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other relevant regulatory or supervisory body or agency.

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CERTAIN DEFINED TERMS AND CONVENTIONS

CDL Hospitality Trusts, H-REIT and HBT will publish their financial statements in Singapore dollars. In this Prospectus, references to “S$”, “$”, “Singapore dollars” and “cents” are to the lawful currency of the Republic of Singapore. Capitalised terms used in this Prospectus shall have the meanings set out in the Glossary.

H-REIT’s unaudited pro forma statements of total return for FY2003, FY2004 and FY2005, unaudited pro forma cash flow statement for FY2005 and unaudited pro forma balance sheet as at 31 December 2005 (collectively, the “Unaudited Pro Forma Financial Information”) have been prepared in accordance with Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore, the applicable requirements of the Code on Collective Investment Schemes (the “CIS Code”) issued by the MAS and the provisions of the trust deed dated 8 June 2006 constituting H-REIT (the “H-REIT Trust Deed”), and on the bases set out in Appendix II “Independent Accountants’ Report on the Unaudited Pro Forma Financial Information of H-REIT”. No pro forma financial information of HBT has been presented as it is newly established and is dormant as at the Listing Date. Accordingly, no consolidated pro forma financial information of CDL Hospitality Trusts has been presented.

Certain historical financial data in this Prospectus, including financial terms, is derived from the Unaudited Pro Forma Financial Information of H-REIT and presented on an unaudited pro forma basis (see “Unaudited Pro Forma Financial Information”).

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

Any discrepancies in the tables, graphs and charts included in this Prospectus between the listed amounts and totals thereof are due to rounding. Where applicable, figures and percentages are rounded 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 “Appendices” are to the appendices set out in this Prospectus. All references in this Prospectus to dates and times shall mean Singapore dates and times unless otherwise specified.

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MARKET AND INDUSTRY INFORMATION

This Prospectus includes market and industry data and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such included information. While the H-REIT Manager and the HBT Trustee-Manager have taken reasonable steps to ensure that the information is extracted accurately and in its proper context, the H-REIT Manager and the HBT Trustee-Manager have not independently verified any of the data from third party sources or ascertained the underlying 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 information contained or referred to elsewhere in this Prospectus. Investing in the Stapled Securities involves risks. Investors should read this Prospectus in its entirety and, in particular, the sections from which the information in this summary is extracted and “Risk Factors”. The meanings of terms not defined in this summary can be found in the Glossary, the Stapling Deed, the H-REIT Trust Deed or the HBT Trust Deed. A copy of the Stapling Deed and the H-REIT Trust Deed can be inspected at the registered office of the H-REIT Manager while a copy of the Stapling Deed and the HBT Trust Deed can be inspected at the registered office of the HBT Trustee-Manager.

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, uncertainties and assumptions which could cause actual results to differ materially from those forecast or projected (see “Forward-looking Statements”). In no circumstances 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 the H-REIT Manager, the H-REIT Trustee, the HBT Trustee-Manager, the Underwriters, the Sponsor or any other person or that these results will be achieved or are likely to be achieved.

Overview of CDL Hospitality Trusts, H-REIT and HBT CDL Hospitality Trusts

CDL Hospitality Trusts is a stapled group comprising H-REIT and HBT. The H-REIT Units and HBT Units are stapled together under the terms of a stapling deed dated 12 June 2006 entered into between the H-REIT Manager, the H-REIT Trustee and the HBT Trustee-Manager (the “Stapling Deed”) and cannot be traded separately. CDL Hospitality Trusts is regulated by the Stapling Deed, the H-REIT Trust Deed and the HBT Trust Deed as well as any legislation and regulations governing CDL Hospitality Trusts, H-REIT and HBT.

H-REIT is a Singapore-based real estate investment trust (“REIT”) constituted by a trust deed dated 8 June 2006 (the “H-REIT Trust Deed”). It is principally regulated by the SFA, the Code of Collective Investment Schemes issued by the MAS (the “CIS Code”), including the Property Funds Guidelines in Appendix 2 to the CIS Code (the “Property Funds Guidelines”), other relevant legislation and regulations as well as the Stapling Deed and the H-REIT Trust Deed.

HBT is a business trust constituted by a trust deed dated 12 June 2006 (the “HBT Trust Deed”). It is principally regulated by the BTA, the SFA, other relevant legislation and regulations as well as the Stapling Deed and the HBT Trust Deed.

H-REIT

H-REIT is established with the principal investment strategy of investing, directly or indirectly, in a diversified portfolio of income-producing real estate which is primarily used for hospitality and/or hospitality-related purposes, whether wholly or partially, and real estate-related assets in relation to the foregoing. In this Prospectus, real estate which is used for “hospitality” purposes includes hotels, motels and other lodging facilities, serviced residences and resorts, whether in existence by themselves as a whole or as part of larger mixed-use developments (where such mixed-use developments may also include entertainment, leisure and/or gaming-related facilities).

The H-REIT Manager is an indirect wholly owned subsidiary of the Sponsor, which has a market capitalisation of approximately £1.17 billion as at the Latest Practicable Date.

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The initial asset portfolio of H-REIT, as at the Listing Date, comprises Orchard Hotel, Grand Copthorne Waterfront Hotel, M Hotel and Copthorne King’s Hotel (the “Hotels”, and each, a “Hotel”), all of which are located in Singapore and marketed as “superior” hotels, with a total of over 1,900 rooms as at the Latest Practicable Date, as well as Orchard Hotel Shopping Arcade (together with the Hotels, the

“Properties”), the shopping arcade adjoining Orchard Hotel. Orchard Hotel Shopping Arcade is

included in H-REIT’s portfolio as it is complementary to the guest facilities at Orchard Hotel, providing shopping and leisure facilities to hotel guests. While the assets in H-REIT’s initial portfolio are all located in Singapore, H-REIT’s investment strategy envisages investments globally.

On the Listing Date, Republic Hotels & Resorts Limited, Harbour View Hotel Pte. Ltd. and City Hotels Pte. Ltd. will be lessees of the Hotels (the “Master Lessees”, and each, a “Master Lessee”). Republic Hotels & Resorts Limited will lease and operate Grand Copthorne Waterfront Hotel and Copthorne King’s Hotel while City Hotels Pte. Ltd. and Harbour View Hotel Pte. Ltd. will lease and operate Orchard Hotel and M Hotel respectively. Republic Hotels & Resorts Limited, Harbour View Hotel Pte. Ltd. and City Hotels Pte. Ltd. are indirect wholly owned subsidiaries of the Sponsor. H-REIT, as the master lessor of the Hotels will, in return, receive rental payment for each Hotel from the relevant Master Lessee, comprising a Fixed Rent, a Service Charge and a Variable Rent (as defined below). For each Hotel, a master lease agreement will be entered into between H-REIT and the relevant Master Lessee on the Listing Date (each a “Master Lease Agreement” and collectively, the “Master Lease

Agreements”).

Each of the Master Lease Agreements has an initial term of 20 years with an option to obtain an additional lease for a further 20 years on the same terms and conditions (save for amendments required due to any change in law). The Master Lease Agreements contain long lease terms in order to assure a long term stream of quality rental income for H-REIT.

At the expiry of a Master Lease Agreement, the relevant Master Lessee has an option to obtain an additional lease on the same terms (save for amendments required due to any change in law), failing which H-REIT may, in relation to the Hotel which lease is not renewed, enter into a new master lease agreement, on terms to be agreed, with either the existing Master Lessee or a new master lessee. H-REIT may be unable to appoint a master lessee for any of the Hotels in its portfolio at the expiry of the relevant Master Lease Agreement, for example because of a failure to reach commercially acceptable terms with the existing Master Lessee or potential new master lessees. When this happens, in order to ensure the Hotel’s continued operation and revenue generation under such circumstances, H-REIT will appoint HBT as the master lessee for that Hotel on substantially the same terms as those of the previous master lease agreement.

In relation to each Hotel, the relevant Master Lessee will appoint a professional hotel manager to manage the day to day operations and marketing of that Hotel. Millennium & Copthorne International Limited (“MCIL”), an indirect wholly owned subsidiary of the Sponsor and the current hotel manager for the Hotels (the “Hotel Manager”), has agreed to being appointed by the relevant Master Lessee on the Listing Date. As MCIL is already well acquainted with the day to day operations and marketing of these Hotels, its appointment will assure continuity in operations for the Hotels with minimal disruption or downtime, which may otherwise be encountered if a hotel manager which is unfamiliar with the Hotels is appointed.

Orchard Hotel Shopping Arcade will not be subject to any master lease arrangement upon its acquisition by H-REIT. Individual retail units within Orchard Hotel Shopping Arcade will be leased out to individual tenants directly, with the leases existing as at the Listing Date being assigned to H-REIT at that time. Property management, lease management and marketing activities at Orchard Hotel Shopping Arcade will be the responsibility of the H-REIT Manager, which may decide, at its discretion,

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Developments Limited (“CDL”), the intermediate holding company of the Sponsor, or a related company of CDL. Any fees or commissions payable to such third parties are to be borne by H-REIT.

HBT

As at the Listing Date, HBT will be dormant. It will, however, become active if H-REIT is unable to appoint a master lessee for any of the Hotels in its portfolio at the expiry of the relevant Master Lease Agreement or for a newly acquired hotel. In such circumstances, HBT will be appointed by H-REIT as a master lessee for that hotel, and HBT will in turn appoint a professional hotel manager to manage the day-to-day operations and marketing of the hotel. HBT exists primarily as “a master lessee of last resort”.

HBT may also become active if it undertakes certain hospitality and hospitality-related development projects, acquisitions and investments which may not be suitable for H-REIT. In this regard, HBT will generally be considered to be active in the event that it carries on any business activity other than:

• activities which HBT is required to carry out under any applicable law, regulation, rule or directive

of any agency, regulatory or supervisory body;

• the lending or use of the initial S$0.5 million working capital raised from the Offering; and

• equity fund-raising activities and issue of new HBT Units carried out in conjunction with H-REIT

which are solely for the purposes of funding H-REIT’s business activities.

The HBT Trustee-Manager is wholly owned by the H-REIT Manager and its board composition is identical to that of the H-REIT Manager.

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Statistics and Details of the details of each of the Properties as at the Latest Practicable Date is as follows: Orchard Hotel Grand Copthorne W aterfront Hotel M Hotel Copthorne _King’ s Hotel Orchard Hotel Shopping Arcade T otal Orchard Road Havelock Road Anson Road Havelock Road Orchard Road N.A. Floor Area (“GF A ” )/Strata Area (1) 49,940.9 sq m (2) 46,662.6 sq m 32,379.3 sq m 17,598.3 sq m N.A. (3) 146,581.1 sq m of A vailable Rooms 653 539 413 310 N.A. 1,915 rooms Lots 454 (4) 287 (5) 237 77 N.A. (6) 1,055 RevP AR S$1 12 S$96 S$1 10 S$88 N.A. N.A. V alue by CBRE 28 February 2006) S$330.1 million S$234.1 million S$161.5 million S$86.1 million S$34.5 million S$846.3 million V a lue by Knight Frank 28 February 2006) S$330.0 million S$233.9 million S$161.7 million S$85.5 million S$35.2 million S$846.3 million Price S$330.1 million S$234.1 million S$161.5 million S$86.1 million S$34.5 million S$846.3 million Revenue (per annum) (7) S$10.3 million S$7.2 million S$6.1 million S$2.8 million N.A. S$26.4 million Rent for FY2005 S$5.8 million S$4.5 million S$2.9 million S$2.5 million N.A. S$15.7 million Revenue for FY2005 S$16.1 million S$1 1.7 million S$9.0 million S$5.3 million S$3.4 million S$45.5 million of V a riable Rent to Gross for FY2005 36.0% 38.5% 32.2% 47.2% N.A. 34.5% Rent 20% of revenue plus 20% of gross operating profit for the prevailing financial year less the sum of Fixed Rent and Service Charge N.A. N.A.

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Orchard Hotel Grand Copthorne W aterfront Hotel M Hotel Copthorne _King’ s Hotel Orchard Hotel Shopping Arcade T otal Marketed Image “Superior” “Superior” “Superior” “Superior” N.A. N.A. T itle 75-year leasehold interest commencing on the Listing Date with the exception of Copthorne King ’s Hotel which will be an approximately 61-year leasehold interest expiring on 31 January 2067 Master Lessee City Hotels Pte. Ltd. Republic Hotels & Resorts Limited Harbour V iew Hotel Pte. Ltd. Republic Hotels & Resorts Limited N.A. N.A. V endor City Hotels Pte. Ltd. CDL Harbour V iew Hotel Pte. Ltd. Republic Hotels & Resorts Limited City Hotels Pte. Ltd. N.A. Notes: (1) For Grand Copthorne W aterfront Hotel. (2) Shares GF A with Orchard Hotel Shopping Arcade. (3) Net lettable area (“NLA” ) is 4,939.3 sq m. Shares GF A with Orchard Hotel. (4) Shares car park lots with Orchard Hotel Shopping Arcade. (5) CDL has granted to H-REIT an easement for the use of the basement level car park facility in the Grand Copthorne W aterfront Hotel by guests and visito rs of Grand Copthorne W aterfront Hotel. (6) Shares car park lots with Orchard Hotel. (7) Fixed Revenue comprises Fixed Rent and Service Charge. N.A. means not applicable.

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Outlook for the Hospitality Sector in Singapore The Increase in Visitor Arrivals in Singapore

• The prospects for the tourism and the hospitality sector in Singapore are expected to be strong

for 2006 and 2007. The Singapore Tourism Board (the “STB”) recently recorded 8.94 million tourist arrivals into Singapore for 2005, an increase of 7% over 2004, and the highest number of arrivals ever achieved in a single year. (See Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”.) The high number of visitors in 2005 indicates the tourism industry’s strong and sustainable recovery from the impact of the SARS epidemic that hit the region in 2003 (“SARS Outbreak”). Based on the STB’s report on tourism performance for January to April 2006, visitor arrivals to Singapore increased by 14.6% over the same period in 2005 to 3.1 million visitors.

International visitor arrivals to Singapore grew at an annual compounded rate of 5.4% from 1990 to 7.3 million visitors in 1996, reaching 7.7 million in 2000. (See Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”.) There were short periods when visitor arrivals dipped due to external events such as the Asian financial crisis, the attack by terrorists on the New York World Trade Center and the Pentagon in the United States on 11 September 2001 (the “September 11 Incident”), the SARS Outbreak and the war in Iraq led by the U.S. in 2003 (the “Iraq War”). The fact that visitor arrivals in 2005 have climbed up further to attain the 8.9 million-mark and the continued growth of visitors to Singapore in the period from January 2006 to April 2006 attests to the resilience of the tourism industry. This can be attributed to better regional and worldwide economic growth and the advent of budget air-carriers in Asia. These trends are expected to be sustainable with improving regional and global economic forecasts.

Room Revenue

• According to the STB report for 2005, room revenue for Singapore hotels also posted double-digit

growth of 15.5% to reach S$1.2 billion in 2005, on top of the 16% increase in 2004.

The Average Daily Rate increased by 12% in 2005 compared to 2004 to reach an estimated S$136 while the Average Occupancy Rate was estimated to have reached 84.1% in 2005, a 3.5% increase over 2004. (See Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”.) Further, according to the STB, Singapore hotel room revenue for April 2006 reached S$119 million, a 25.7% increase over April 2005.

Singapore Source Market

• By geographical origin, Indonesia remains Singapore’s top source market for 2005, accounting for

20.0% of total visitor arrivals. This was followed by arrivals from the People’s Republic of China (the “PRC”) (9.6%), Australia (6.9%), Japan (6.6%), India (6.5%) and Malaysia (6.4%). (See Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”.)

• Arrivals from the PRC have been rising significantly over the years in line with the increasing

affluence of the Chinese. The significant increase is largely due to aggressive marketing promotions in the PRC and the increased air linkages between Singapore and the PRC. In addition, the tourism industry is reaping the benefits of the introduction in Singapore of a new social visa scheme on 1 December 2003 that extends the validity period of visas of visitors from the PRC from a three-week single-journey visa to a five-week multiple-journey visa. (See the views of Jones Lang LaSalle Hotels in Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”, at pages IV-8 and IV-13.)

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Length of Stay of Visitors

• Based on official data from the STB, international visitors (inclusive of day-trippers) arriving in

Singapore stayed an average of 3.20 days in 2004, up slightly from the 3.18 days registered in 2003. For 2005, the average period of stay per visitor increased to 3.4 days, indicating that more visitors are extending their stay in Singapore. (See Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”.)

Development of the Singapore Tourism Industry

The upswing in international arrivals can also be attributed to efforts by both the STB and the local tourism industry to develop better tourism offerings and initiatives. The Singapore Government’s goal is to achieve tourism receipts of S$30 billion by 2015 by investing in better tourism offerings and initiatives so as to attract a target of 17 million visitor arrivals per annum by 2015, and a S$2.0 billion tourism development fund has been set up by the Singapore Government to achieve the desired growth in the local tourism industry. The STB and the local tourism industry are further working towards the following deliverables to ensure the medium to long-term growth of the tourism industry:

• Launching Phase Two of the STB’s “Uniquely Singapore” brand campaign through a global print

and television campaign, and delivering enriching and memorable experiences for each visitor;

• Growing the existing source markets like Indonesia, Malaysia, Australia and North Asian markets

and attracting the high growth source markets of the PRC and India;

• Developing the much-anticipated integrated resorts (“IRs”) at Marina Bay and Sentosa. These

will be distinctive world-class developments with a comprehensive range of amenities such as hotels, house casinos, convention facilities, restaurants, entertainment shows and retail shops. The IRs are estimated to be scheduled for completion in 2009 and are expected to help generate more inbound visitors, increase tourist receipts and create a more broad-based tourism product for Singapore;

• Developing the Marina Bay area to be the future downtown of Singapore. In the pipeline are plans

for a business and financial centre (the “BFC”), one of the two IRs with a casino component and recreational and entertainment opportunities along the promenade, waterfront gardens and the Marina Barrage. In addition, the Singapore Flyer, a giant observation wheel (similar to the London Eye) which is scheduled to be completed in 2008, will occupy a prime spot in this “necklace of attractions” and provide a breathtaking, unobstructed radial view of 45 km spanning Singapore, Malaysia and Indonesia;

• Growing the meetings, incentives, conventions and exhibitions (“MICE”) sector. As an example,

Singapore is gearing up to host the 2006 Annual Meetings of the Board of Governors of the International Monetary Fund and World Bank Group in September 2006. Successful implementation of the STB’s plan to grow the MICE business may cause a positive change in the dynamics of the hotel industry, with the hotel industry and the Singapore economy benefiting from major meetings and events being held in Singapore. This may result in an increase in demand in the hotel, food and beverage (“F&B”) and retail sectors;

• Revitalisation of Orchard Road. Plans to rejuvenate Singapore’s premier shopping and tourist belt

along Orchard Road include new shopping, dining and entertainment development sites, incentives for the extension of GFA and revised guidelines to encourage building owners to create more dynamic pop-out facades and expand their shopping podiums up to their boundaries. The STB will be introducing more exciting events and activities and will attract investments in retail, F&B and entertainment as part of the initiatives to inject greater life and vibrancy into the area;

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• Tapping on the potential of the high-yielding medical tourism segment. As a leading healthcare services hub in the region, more than 150,000 international patients come to Singapore each year for a whole range of medical care. The Singapore Government is targeting to attract, by 2012, up to 1.0 million overseas patients and boost the economy by S$3.0 billion from this medical tourism segment alone;

• Bugis Area Development. There are plans to develop the Bugis Area into an arts, cultural,

entertainment and learning hub. The Nanyang Academy of Fine Arts, the new National Library, a new city campus of the Singapore Management University and the new campus of LASALLE-SIA College of Arts will be located at and around the Bugis area. The URA has also sold a 8,919 sq m site at Victoria Street in 2005 for development into an Urban Entertainment Centre (“UEC”). Located in the heart of the Bras Basah/Bugis district, the UEC is envisioned to be a key development comprising an attractive mix of arts, entertainment and leisure activities that will be a draw for both locals and tourists;

• Sentosa Master Plan. A S$8.0 billion plan to redevelop Sentosa to transform it into an international

leisure and tourist destination with an aim of attracting 8.0 million visitors by 2012 is currently underway. New and revamped attractions include the Images of Singapore, the Merlion, the Fort Siloso Tour, the Carlsberg Sky Tower, the Magical Sentosa programme and the new Sentosa Luge. Other developments include a new monorail that will link Sentosa to the main Singapore island, new resorts and the planned IR to be located in Sentosa;

• Future Marina Cruise Centre located at Marina South. To further enhance Singapore’s position as

a cruise gateway, the Maritime and Port Authority of Singapore is working with the STB and Urban Redevelopment Authority to develop a new cruise centre at Marina South; and

• Other Future Developments. These include the proposed S$2.0 billion HarbourFront

Development to develop an integrated leisure resort, improvement to Singapore’s entertainment scene to inject greater vibrancy, expansion of Changi International Airport and entry into more open skies agreements.

(See Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”.)

Future Hotel Supply

There are a total of 102 hotels gazetted in Singapore (including Sentosa island) under the Singapore Tourism Cess Collection Act, Chapter 305C of Singapore, with a total of 30,300 rooms as at 31 December 2004. As the existing gazetted stock of hotel rooms in Singapore is already 80% to 85% occupied, there is a balance of only about 5,800 to 5,900 rooms which is insufficient to meet the accommodation needs of the 17 million visitors targeted by the STB by 2015. In the circumstances, there are 1,257 rooms in the pipeline on the main Singapore island and another 670 rooms on Sentosa island that are expected to be completed between 2006 and 2008. (See the views of Jones Lang LaSalle Hotels in Appendix IV, “Independent Singapore Tourism and Hotel Market Overview Report”, at pages IV-18, IV-20 and IV-21.)

Competitive Strengths of the Properties

The H-REIT Manager believes that the Properties enjoy the following competitive strengths:

• Strategic locations with significant contribution for the Hotels from corporate segments

All of the Properties are strategically located in or near the Central Business District (“CBD”) or along or near Orchard Road. Their strategic locations enable the Hotels to cater to both business and leisure travellers. All the Hotels enjoy significant revenue contribution from the higher yielding corporate segments. In fact, more than 50.0% of the room revenue of each of the Hotels for

PROSPECTUS DATED 10 JULY 2006

Earn

6.37

%

tax-free

yield

SINGAPORE

Offering Price

Distribution Yield

S$0.83

6.37%

6.69%

6.37%

6.69%

INDICATIVE TIMETABLE

NOTICE TO INVESTORS

FORWARD-LOOKING STATEMENTS

CERTAIN DEFINED TERMS AND CONVENTIONS

MARKET AND INDUSTRY INFORMATION

TABLE OF CONTENTS

SUMMARY

_yield

_6.69%