CDL: Announcement in relation to the Off-Market Equal Access Offer - Despatch of Letter to Preference Shareholders

LETTER TO PREFERENCE SHAREHOLDERS

CITY DEVELOPMENTS LIMITED

(Co. Reg. No. 196300316Z)

(Incorporated in the Republic of Singapore)

To: The Preference Shareholders of City Developments Limited

Dear Sir/Madam

OFF-MARKET EQUAL ACCESS OFFER

1. INTRODUCTION
   At the annual general meeting ("AGM") of City Developments Limited (the "Company") held on 24 April 2024, the shareholders of the Company approved, INTER ALIA, a general mandate ("Share Purchase Mandate") to authorise the directors of the Company (the "Directors") to purchase or otherwise acquire, on behalf of the Company, amongst others, non-redeemable convertible non-cumulative preference shares of the Company ("Preference Shares") in accordance with the terms set out in the Letter to Shareholders dated 26 March 2024 as well as the Companies Act 1967 of Singapore, the constitution of the Company, and the Listing Manual ("Listing Manual") of the Singapore Exchange Securities Trading Limited ("SGX-ST").
2. PROPOSED SHARE PURCHASE
   As announced by the Company on 26 April 2024 (the "Announcement"), pursuant to the Share Purchase Mandate, the Directors propose to undertake an off-market purchase of Preference Shares in accordance with the equal access scheme ("Off-MarketEqual Access Offer") set out in this Letter.

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3. TERMS AND CONDITIONS OF THE OFF-MARKET EQUAL ACCESS OFFER

The Directors hereby make an offer to persons who are registered as holders of Preference Shares in the Register of Members of the Company (the "Register") or Depositors1 who have Preference Shares entered against their names in the Depository Register1 (collectively, the "Preference Shareholders") to acquire, for and on behalf of the Company, the Preference Shares by way of an Off-Market Equal Access Offer on the terms and conditions set out in this Letter (including the relevant Acceptance Form (as defined below) despatched together with this Letter), and on the bases set out below.

1. Maximum Buyback Amount
2. 1. Each Preference Shareholder is entitled to sell 10 per cent. of the total number of Preference Shares held by such Preference Shareholder as registered in his or her own name in the Register, and/or standing to the credit of the "Free Balance" of such Preference Shareholder's securities account ("Securities Account") with The Central Depository (Pte) Limited ("CDP"), as the case may be, as at 5.30 p.m. (Singapore time) on the Record Date (as defined below), fractional entitlements to be disregarded (the "Entitled Shares"), subject to the procedures for acceptance as set out in the Appendix to this Letter.
   2. In addition to the entitlement to sell the Entitled Shares, Preference Shareholders may tender Preference Shares in excess of the Entitled Shares of such Preference Shareholder (the "Excess Shares") in acceptance of the Off-Market Equal Access Offer if other Preference Shareholders do not accept their full entitlement under the Off-Market Equal Access Offer.
   3. Notwithstanding the above, the Company will only buy back up to 29,778,683 Preference Shares in aggregate, representing approximately 10 per cent. of the total number of 297,786,832 Preference Shares in issue as at 24 April 2024, being the date on which the Share Purchase Mandate was approved (the "Maximum Buyback Amount").
3. Offer Price
   The offer price for each Preference Share shall be S$0.78 in cash (the "Offer Price").
4. Determination of actual number of Preference Shares to be acquired from each Preference Shareholder
5. 1. At the close of the Off-Market Equal Access Offer, the Company will purchase the Preference Shares (based on the number of Preference Shares as indicated or deemed to be indicated in the Acceptance Forms) validly tendered by the accepting Preference Shareholders ("Accepting Shareholders") in acceptance of the Company's offer (in accordance with and subject to the terms and conditions set out in the Acceptance Forms), subject to any adjustments in accordance with paragraphs 3(C)(ii) and (iii) below.
   2. If the number of Preference Shares tendered is not indicated by the Accepting Shareholder in the Acceptance Form, the Accepting Shareholder shall be deemed NOT to have accepted the Off-Market Equal Access Offer.

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1. 1. If the number of Preference Shares tendered is more than the number of such Accepting Shareholder's Entitled Shares, the number of Preference Shares in excess of such Entitled Shares shall be treated as Excess Shares. If the total number of Preference Shares tendered exceeds the Maximum Buyback Amount, any Entitled Shares tendered will be accepted but Excess Shares tendered by each Accepting Shareholder will be scaled down on a pro rata basis to ensure that the Company buys back no more than the Maximum Buyback Amount. In scaling down the number of Excess Shares tendered by Accepting Shareholders, the Company will also endeavour to round down odd lots to the closest 100 Preference Shares.
   2. Where any Preference Shareholder would, after the application of paragraph (iii), own less than 100 Preference Shares, the Company reserves the right to accept any remaining Excess Shares tendered by such Preference Shareholder, with a view to acquiring all of the Preference Shares of such Preference Shareholder, provided always that the total number of Preference Shares acquired by the Company does not exceed the Maximum Buyback Amount.
2. Duration of Off-Market Equal Access Offer
   The Off-Market Equal Access Offer will be open for acceptance by Preference Shareholders for a period of 14 calendar days (excluding public holidays) from the date of this Letter.
   Accordingly, the Off-Market Equal Access Offer will close at 5.30 p.m. (Singapore time) on 23 May 2024 or such later date(s) as may be announced from time to time by the Company (the "Closing Date" or "Record Date").
   Any reference in this Letter (including the Appendix) to a time of the day and date shall be a reference to Singapore time and date respectively, unless otherwise stated.
3. Rights and encumbrances of Preference Shares
   The Preference Shares which are acquired pursuant to the Off-Market Equal Access Offer will be acquired fully paid and free from all charges, liens, pledges, trusts and other encumbrances, and together with all rights, benefits and entitlements attached thereto as at the date of the Announcement and thereafter attaching thereto, including the right to receive all dividends, rights and other distributions (if any) which may be declared, paid or made thereon, on or after the date of the Announcement.

4. PROCEDURES FOR ACCEPTANCE

Please refer to the Acceptance Form (as defined below) despatched together with this Letter.

If you have Preference Shares standing to the credit of the "Free Balance" of your Securities Account ("Depositors"), you should receive a Form of Acceptance and Authorisation ("FAA") together with this Letter.

If you have Preference Shares which are not deposited with CDP ("in scrip form"), you should receive a Form of Acceptance and Transfer ("FAT") together with this Letter.

The FAA and FAT shall collectively be referred to in this Letter as the "Acceptance Forms".

Please read the Appendix to this Letter for further details on the procedures for acceptance and other relevant information.

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5. OPTIONS AVAILABLE TO PREFERENCE SHAREHOLDERS

YOU MAY CHOOSE FROM THE FOLLOWING TWO OPTIONS

OPTION 1 - Accept the Off-Market Equal Access Offer in accordance with its terms

If you choose to accept the Off-Market Equal Access Offer, you should complete, sign and return the Acceptance Form which is despatched together with this Letter. Please follow the provisions and instructions stated in this Letter and the Acceptance Form.

OPTION 2 - Take no action

If you choose not to accept the Off-Market Equal Access Offer, you do not have to take any action.

ILLUSTRATIONS

The following examples illustrate the various alternatives and positions of a Preference Shareholder (the "Relevant Shareholder") who chooses to accept the Off-Market Equal Access Offer based on the following assumptions:

1. the total number of Preference Shares in issue is 1,000,000, and the Maximum Buyback Amount is 100,000 Preference Shares, being 10 per cent. of the total number of Preference Shares in issue; and
2. the Relevant Shareholder holds 10,000 Preference Shares and is therefore entitled to tender 1,000 Entitled Shares in acceptance, being 10 per cent. of his shareholding.

Illustration A - Total number of Preference Shares tendered by the Relevant Shareholder is 500 (i.e., less than the Relevant Shareholder's Entitled Shares)

acceptance of the Off-Market Equal Access Offer (based on the number of Preference Shares as indicated in the Acceptance Forms)

As the total number of Preference Shares tendered is less than 10 per cent. of the total number of Preference Shares held by the Relevant Shareholder, the Company will purchase all the Preference Shares tendered by the Relevant Shareholder as indicated in his Acceptance Form as the number of Preference Shares tendered in acceptance.

Illustration B - Where the Relevant Shareholder does not indicate the number of Preference Shares tendered in acceptance

As the number of Preference Shares has not been indicated by the Relevant Shareholder, the Relevant Shareholder will be deemed not to have accepted the Off-Market Equal Access Offer.

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