CapitaLand : CL: Cash Offer for CapitaMalls Asia Limited – Dealing Disclosure and Level of Acceptances for 6 June 2014, Compulsory Acquisition and Final Closing Date

General Announcement::Cash Offer for CapitaMalls Asia Limited - Dealings and Lev...

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General Announcement::Cash Offer for CapitaMalls Asia Limited - Dealings and Level of Acceptances

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08-Jun-14

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT

JURISDICTION.

by

(Incorporated in the Republic of Singapore) (Company Registration No. 201410701H)

a wholly-owned subsidiary of

for

凱德商用產業有限公司*

(Incorporated in the Republic of Singapore with limited liability) (Singapore Company Registration Number: 200413169H) (Singapore Stock Code: JS8)

(Hong Kong Stock Code: 6813)

Joint Financial Advisers to the Offeror and CapitaLand

(Incorporated in the Republic of Singapore) (Company Registration No. 199206298Z)

Reference is made to:

* For identification purposes only.

(i) the voluntary conditional cash offer ("Offer") by Sound Investment Holdings Pte. Ltd. ("Offeror"), a wholly-owned subsidiary of CapitaLand Limited ("CapitaLand"), for all the remaining ordinary shares ("Shares") in the capital of CapitaMalls Asia Limited ("CMA", CapitaLand's subsidiary), with a view to delist CMA, announced on 14 April 2014 ("Offer Announcement Date"), which has been declared unconditional in all respects on 16 May
2014;
(ii) the Offer Document dated 28 April 2014 (the "Offer Document") in relation to the Offer;
and
(iii) the announcement dated 16 May 2014 (the "Revision Announcement") in relation to the revision of the Offer Price and the waiver of the Acceptance Condition.
Unless otherwise defined, capitalised terms in this Announcement have the same meanings as defined in the Offer Document.

Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers (the "Code"), the
Offeror reports the following dealing on the Singapore Exchange Securities Trading Limited
("SGX-ST")1 by the Offeror:

issued share capital of CMA3, including, based on the latest information available to the Offeror
and to the best of the Offeror's knowledge, acceptances received from its Concert Parties amounting in aggregate to 3,576,557 Offer Shares, representing approximately 0.1% of the issued share capital of CMA.

1 In this Announcement, Shares agreed to be acquired pursuant to a trade on the SGX-ST on a trading day shall be regarded as being acquired on such trading day, notwithstanding that settlement of that trade will occur on a later trading day.

2 Excluding brokerage fees, clearing fees and applicable tax.

3 In this Announcement, the percentage of CMA shareholding is computed based on 3,897,824,435 Shares in issue as at 2 June 2014, which include the 129,133 new Shares issued to the directors of CMA in payment of the FY2013 Directors' Fees on 2 June 2014.

Offeror and its Concert Parties owned, controlled or had agreed to acquire an aggregate of
2,548,326,068 Shares4, representing approximately 65.4% of the issued share capital of CMA.

(i) the Offeror has acquired or agreed to acquire an aggregate of 623,759,000 Shares, representing approximately 16.0% of the issued share capital of CMA; and
(ii) the Offeror and its Concert Parties have acquired or agreed to acquire an aggregate of
626,368,000 Shares5, representing approximately 16.1% of the issued share capital of
CMA.

(i) the Offeror owned, controlled or has agreed to acquire an aggregate of 1,237,064,622
Shares, representing approximately 31.7% of the issued share capital of CMA; and
(ii) the Offeror and its Concert Parties owned, controlled or have agreed to acquire an aggregate of 3,784,462,936 Shares6, representing approximately 97.1% of the issued share capital of CMA.

90% of the Shares in issue (other than those already held by the Offeror, its related corporations

4 As at the Offer Announcement Date, the Offeror did not own, control or agree to acquire any Shares. This figure:

(i) includes the 2,544,020,000 Shares held by CapitaLand, representing approximately 65.3% of issued share capital of CMA; and

(ii) excludes the short position of Morgan Stanley & Co International plc ("MSIP") (an associate of Morgan

Stanley Asia (Singapore) Pte.) which were either covered by securities borrowing or arose from certain derivative transactions.

5 This figure includes the purchase of 2,609,000 Shares by CapitaLand.

6 This figure:

(i) includes the 2,546,629,000 Shares held by CapitaLand, representing approximately 65.3% of issued share capital of CMA;

(ii) excludes the short position of MSIP of 421,563 Shares which are either covered by securities borrowing or had arisen from certain derivative transactions;

(iii) takes into account the sale of 10,000 Shares by a Concert Party announced on 15 May 2014; and

(iv) includes the new Shares issued to the directors of CMA who are also Concert Parties of the Offeror in payment of the FY2013 Directors' Fees on 2 June 2014.

or their respective nominees as at the date of the Offer Document). Accordingly, the Offeror is entitled to, and will in due course, exercise its right of compulsory acquisition under Section 215(1) of the Companies Act, to compulsorily acquire all the Shares of Shareholders who have not accepted the Offer ("Remaining Shareholders") at the Final Offer Price of S$2.35 for each Share. The Offeror will then proceed to delist CMA from the SGX-ST and HKSE.
Remaining Shareholders will receive a letter from CapitaLand on the compulsory acquisition of their Shares.

The Offer will close at 5.30 p.m. (Singapore time) on 9 June 2014 ("Final Closing Date"). The Offeror has no intention of extending the Offer beyond the Final Closing Date. Accordingly, acceptances by Shareholders must be received by 5.30 p.m. on the Final Closing Date and any acceptances received after 5.30 p.m. on the Final Closing Date will be rejected.

Under Rule 1303(1) of the Listing Manual, as the Offeror and its Concert Parties have, through acceptances or otherwise, succeeded in holding more than 90% of the Shares in issue, the SGX- ST will suspend trading of the Shares on the SGX-ST at the close of the Offer. 7

As stated in the Offer Document, the Offeror and CapitaLand intend to make CMA a wholly- owned subsidiary of CapitaLand and do not intend to preserve the listing status of CMA. Therefore, the Offeror and CapitaLand do not intend to support any action or take any steps to maintain the listing status of CMA or to restore the free float of the Shares

7 The trading of the Shares on HKSE will also be suspended at the close of the Offer following the suspension of trading in the Shares on the SGX-ST.

8 Consistent with the intention of the Offeror and CapitaLand to delist CMA from the SGX-ST, they also intend

to delist CMA from HKSE.

Where any information has been extracted or reproduced from published or publicly available sources, the sole responsibility of the directors of the Offeror has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.

Where any information has been extracted or reproduced from published or publicly available sources, the sole responsibility of the directors of CapitaLand has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.
Issued by

For and on behalf of

8 June 2014
Singapore

distributed by