CAPITALAND LIMITED 
By 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.
VOLUNTARY CONDITIONAL CASH OFFERby
SOUND INVESTMENT HOLDINGS PTE. LTD.(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) (Hong Kong Stock Code: 6813)
(Singapore Stock Code: JS8)
Joint Financial Advisers to the Offeror and CapitaLand
(Incorporated in the Republic of Singapore) (Company Registration No. 199206298Z)
DEALING DISCLOSURE 1. IntroductionReference is made to 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").* For identification purposes only.
Unless otherwise defined, capitalised terms in this Announcement have the same meanings as defined in the Offer Announcement.
2. Dealings
Pursuant to Rule 12.1 of the Singapore Code on Take-overs and Mergers, the Offeror reports the following dealings on the Singapore Exchange Securities Trading Limited ("SGX-ST")1 by the
Offeror:
Date of Dealing | Nature of Dealing | Number of Shares | Consideration per Share2 |
23 April 2014 | Purchase | 24,817,000 | S$2.21 |
After the dealings reported above, the Offeror holds 131,541,000 Shares, representing approximately 3.4% of the issued share capital of CMA3.
3. Aggregate ShareholdingsOfferor | CapitaLand | Offeror and Concert Parties | |
No. of Shares (Shareholding percentage in CMA) | No. of Shares (Shareholding percentage in CMA) | No. of Shares (Shareholding percentage in CMA) | |
Shares owned, controlled or agreed to be acquired as at 14 April 2014 ("Offer Announcement Date") | Nil (0%) | 2,544,020,000 (65.3%) | 2,548,389,708 (65.4%)4 |
Shares acquired or agreed to be acquired between the Offer Announcement Date and up to 5.00 p.m. (Singapore time) on 23 April 2014 | 131,541,000 (3.4%) | Nil (0%) | 131,541,000 (3.4%) |
Shares owned, controlled or agreed to be acquired as at 5.00 p.m. (Singapore time) on 23 April 2014 | 131,541,000 (3.4%) | 2,544,020,000 (65.3%) | 2,679,930,708 (68.8%)4 |
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 fee, clearing fee and applicable tax.
3 In this Announcement, the percentage of CMA shareholding is computed based on the aggregate Shares in issue of
3,897,695,302 as at 21 April 2014.
4 This figure excludes a short position of certain Concert Party of 510,063 Shares which are either covered by a securities borrowing or arise from certain derivative transactions.
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4. Responsibility Statement 4.1 Directors of Offeror. The directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.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.
4.2 Directors of CapitaLand. The directors of CapitaLand (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.
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
Sound Investment Holdings Pte. Ltd.
23 April 2014
Singapore
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