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CAPITALAND LIMITED M&A Activity 2018

Sep 17, 2018

89048_rns_2018-09-17_fbdb87dd-5e84-4530-92da-1676b392631d.pdf

M&A Activity

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CAPITALAND LIMITED

Registration Number: 198900036N (Incorporated in the Republic of Singapore)

ANNOUNCEMENT

ACQUISITION OF 70% OF TOTAL ISSUED AND PAID-UP SHARE CAPITAL IN GREEN OAK HOTEL MANAGEMENT PTE. LTD.

CapitaLand Limited (“ CapitaLand ”) wishes to announce that it has through its wholly owned subsidiary, Green Tembusu Pte. Ltd. (the “ Purchaser ”), acquired 70% of the total issued and paid-up share capital in Green Oak Hotel Management Pte. Ltd. (“ GOHM ”, and such acquisition of shares in GOHM, the “ Acquisition ”) from Tauzia Business Development Corporation Pte. Ltd. (the “ Seller ”) for a consideration of US$25.9 million (approximately S$35.4 million) (the “ Consideration ”). The Seller is a party unrelated to CapitaLand.

The Acquisition is part of CapitaLand’s ongoing business development and is in line with its strategy to propel growth in CapitaLand’s hospitality business in Southeast Asia and globally through The Ascott Limited. GOHM is in the business of hotel management consultancy.

The Consideration is payable in cash as follows:

  • (i) US$12.95 million (approximately S$17.7 million) has been paid today; and

  • (ii) annual payments computed based on a specified formula relating to the number of hotel rooms opened in certain hotels managed by GOHM in the relevant year, payable over a period of five years commencing from 1 January 2018, subject to certain adjustments, up to an aggregate amount of US$12.95 million (approximately S$17.7 million).

The Consideration was arrived at on a willing-buyer willing-seller basis, taking into account, amongst other factors, (i) the financial performance of GOHM; (ii) the adjusted unaudited consolidated net tangible asset of GOHM as at 31 July 2018 of US$2.3 million (approximately S$3.1 million); and (iii) GOHM’s expertise, track record, branding and market position.

Following the Acquisition, GOHM has become a 70%-owned subsidiary of CapitaLand. The remaining 30% interest in GOHM will continue to be held by the Seller. GOHM holds 99.85% of the total issued and paid-up share capital of PT Tauzia International Management (“ PT TIM ”), a company incorporated in Indonesia. In connection with the Acquisition, another wholly owned subsidiary of CapitaLand has also acquired the remaining 0.15% of PT TIM from a party related to the Seller and as such PT TIM has also become a subsidiary of CapitaLand.

The Acquisition is not expected to have any material impact on the net tangible assets or earnings per share of the CapitaLand Group for the financial year ending 31 December 2018.

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None of the Directors or the controlling shareholder of CapitaLand has any interest, direct or indirect, in the Acquisition.

By Order of the Board

Michelle Koh Company Secretary 17 September 2018

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