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CAPITALAND LIMITED — M&A Activity 2020
Sep 4, 2020
89048_rns_2020-09-03_29816afe-e611-4816-870e-50e6263142a9.pdf
M&A Activity
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CapitaLand Mall Trust
(A real estate investment trust constituted on 29 October 2001 under the laws of the Republic of
Singapore)
CapitaLand Commercial Trust
(A real estate investment trust constituted on 6 February 2004 under the laws of the Republic of Singapore)
Managed by CapitaLand Mall Trust Management Limited
(Company Registration No. 200106159R)
Managed by
CapitaLand Commercial Trust Management Limited
(Company Registration No. 200309059W)
JOINT ANNOUNCEMENT
EXTENSION OF LONG-STOP DATE TO 30 NOVEMBER 2020
1. INTRODUCTION
The respective boards of directors of CapitaLand Mall Trust Management Limited, as manager of CapitaLand Mall Trust (" CMT ", and as manager of CMT, the " CMT Manager "), and CapitaLand Commercial Trust Management Limited, as manager of CapitaLand Commercial Trust (" CCT ", and as manager of CCT, the " CCT Manager "), refer to:
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(i) the announcement dated 22 January 2020 (the " Joint Announcement ") issued by the CMT Manager and the CCT Manager in relation to the proposed merger of CMT and CCT through the acquisition by CMT of all the issued and paid-up units of CCT by way of a trust scheme of arrangement, to be effected in accordance with the Singapore Code on Takeovers and Mergers (the " Merger ");
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(ii) the announcement dated 6 May 2020 issued by the CMT Manager and the CCT Manager in relation to the update on the Merger; and
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(iii) the announcement dated 22 July 2020 issued by the CMT Manager and the CCT Manager in relation to the further update on the Merger.
Unless otherwise defined herein, all capitalised terms shall have the same meanings given to them in the Joint Announcement.
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2. EXTENSION OF LONG-STOP DATE
As stated in the Joint Announcement, the Implementation Agreement may be terminated if certain specified Conditions are not satisfied (or, where applicable, waived) by 11.59 p.m. on 30 September 2020 (or such other time and date as the Parties may agree in writing) (the “ Long-Stop Date ”). The Parties have, on 3 September 2020, entered into a supplemental agreement to amend the Implementation Agreement (the “ Supplemental Agreement ”) to extend the Long-Stop Date from 30 September 2020 to 30 November 2020 (or such other date as the Parties may agree in writing).
3. DOCUMENT FOR INSPECTION
Copies of the Supplemental Agreement will be made available for inspection during normal business hours at the offices of:
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(i) the CMT Manager at 168 Robinson Road, #30-01 Capital Tower, Singapore 0689121 ; and
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(ii) the CCT Manager at 168 Robinson Road, #30-01 Capital Tower, Singapore 0689122 ,
in each case, from the date hereof until (and including) the Effective Date.
4. RESPONSIBILITY STATEMENTS
CMT Manager
The directors of the CMT Manager3 (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement which relate to CMT and/or the CMT Manager (excluding those relating to CCT and/or the CCT Manager) are fair and accurate and that there are no other material facts not contained in this Announcement the omission of which would make any statement in this Announcement misleading. The directors of the CMT Manager jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from CCT and/or the CCT Manager, the sole responsibility of the directors of the CMT Manager 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. The directors of the CMT Manager do not accept any responsibility for any information relating to CCT and/or the CCT Manager or any opinion expressed by CCT and/or the CCT Manager.
1 Due to the current COVID-19 situation in Singapore, inspection shall be further subject to any applicable control order or regulatory restriction relating to safe distancing which may be issued by the relevant authorities. Prior appointment with the CMT Manager is required. Please contact CMT Investor Relations at email: [email protected] or tel: +65 6713 2888.
2 Due to the current COVID-19 situation in Singapore, inspection shall be further subject to any applicable control order or regulatory restriction relating to safe distancing which may be issued by the relevant authorities. Prior appointment with the CCT Manager is required. Please contact CCT Investor Relations at email: [email protected] or tel: +65 6713 2888.
3 For the purposes of this paragraph 4 , all references to the directors of the CMT Manager shall exclude Mr Gay Chee Cheong, who is currently on a leave of absence.
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CCT Manager
The directors of the CCT Manager (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement which relate to CCT and/or the CCT Manager (excluding those relating to CMT and/or the CMT Manager) are fair and accurate and that there are no other material facts not contained in this Announcement the omission of which would make any statement in this Announcement misleading. The directors of the CCT Manager jointly and severally accept responsibility accordingly.
Where any information has been extracted or reproduced from published or otherwise publicly available sources or obtained from CMT and/or the CMT Manager, the sole responsibility of the directors of the CCT Manager 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. The directors of the CCT Manager do not accept any responsibility for any information relating to CMT and/or the CMT Manager or any opinion expressed by CMT and/or the CMT Manager.
By Order of the Board By Order of the Board CAPITALAND MALL TRUST MANAGEMENT CAPITALAND COMMERCIAL TRUST LIMITED MANAGEMENT LIMITED (Company Registration No. 200106159R) (Company Registration No. 200309059W) As Manager of CapitaLand Mall Trust As Manager of CapitaLand Commercial Trust
4 September 2020
Any queries relating to this Announcement, the Merger or the Trust Scheme should be directed to one of the following:
CapitaLand Mall Trust Management Limited CapitaLand Commercial Trust Management Limited
Ms Lo Mun Wah Ms Ho Mei Peng Vice President, Investor Relations Head, Investor Relations Tel: +65 6713 3667 Tel: +65 6713 3668 Email: [email protected] Email: [email protected]
J.P. Morgan (S.E.A.) Limited Credit Suisse (Singapore) Limited Tel: +65 6882 8139 Tel: +65 6212 2000
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Important Notice
This Announcement may contain forward-looking statements. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, availability of real estate properties, competition from other developments or companies, shifts in customer demands, shifts in expected levels of occupancy rate, property rental income, charge out collections, changes in operating expenses (including employee wages, benefits and training costs and property operating expenses), governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business.
You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of the CMT Manager and/or the CCT Manager regarding future events. No representation or warranty expressed or implied is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained in this Announcement. None of the CMT Manager, the CCT Manager or any of their respective affiliates, advisers or representatives undertakes any obligation to update publicly or revise any forward-looking statements, and none of them shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising, whether directly or indirectly, from any use, reliance or distribution of this Announcement or its contents or otherwise arising in connection with this Announcement.
The past performance of each of CMT, the CMT Manager, CCT and the CCT Manager is not indicative of future performance. The listing of the units in each of CMT (the " CMT Units ") and CCT (the " CCT Units ") on the Singapore Exchange Securities Trading Limited (the " SGX-ST ") does not guarantee a liquid market for the CMT Units and/or the CCT Units. The value of the CMT Units, the CCT Units and the income derived from them may fall as well as rise. The CMT Units and the CCT Units are not obligations of, deposits in, or guaranteed by, the CMT Manager, the CCT Manager and/or any of their respective affiliates. An investment in the CMT Units and/or the CCT Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request that the CMT Manager and/or the CCT Manager redeem or purchase their CMT Units and/or CCT Units while the CMT Units and/or the CCT Units are listed on the SGX-ST. It is intended that holders of the CMT Units and/or the CCT Units may only deal in their CMT Units and/or CCT Units through trading on the SGX-ST.
This Announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the CMT Units and/or the CCT Units.
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