CAPITAMALL TRUST Circular dated 18 October 2005 (Parco Bugis Junction)

Transcription

1 CAPITAMALL TRUST Circular dated 18 October 2005 (Parco Bugis Junction) CIRCULAR DATED 18 OCTOBER 2005 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Singapore Exchange Securities Trading Limited (the SGX-ST ) takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Approval in-principle has been obtained from the SGX-ST for the Equity Fund Raising (as defi ned herein) and for the listing and quotation of the new units (the New Units ) in CapitaMall Trust ( CMT ) to be issued for the purpose of the Equity Fund Raising on the Main Board of the SGX-ST. The SGX-ST s in-principle approval is not an indication of the merits of the Equity Fund Raising, the New Units, the Waivers (as defi ned herein) or CMT. This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer of securities for sale into the United States. The Units may not be offered or sold in the United States or to, or for the account or benefi t of, US persons (as such term is defi ned in Regulation S under the Securities Act of 1933) unless they are registered or exempt from registration. There will be no public offer of securities in the United States. OFFER AND PLACEMENT OF 173,400,000 NEW UNITS IN CAPITAMALL TRUST ( NEW UNITS ) BY WAY OF: (A) A PREFERENTIAL OFFERING OF 77,628,981 NEW UNITS AT THE PREFERENTIAL OFFERING ISSUE PRICE TO RELEVANT SINGAPORE REGISTERED UNITHOLDERS (AS DEFINED HEREIN) ON A NON-RENOUNCEABLE BASIS OF 1 NEW UNIT FOR EVERY 10 EXISTING UNITS HELD AS AT 5.00 P.M. ON 14 OCTOBER 2005 (THE PREFERENTIAL OFFERING BOOKS CLOSURE DATE ), FRACTIONS OF A UNIT TO BE DISREGARDED, AND SUBJECT TO THE ROUNDING MECHANISM (AS DEFINED HEREIN) (THE PREFERENTIAL OFFERING ); (B) AN OFFERING OF 25,500,000 NEW UNITS TO THE PUBLIC IN SINGAPORE THROUGH THE AUTOMATED TELLER MACHINES ( ATMS ) OF DBS BANK LTD (INCLUDING POSB) ON A FIRST-COME, FIRST-SERVED BASIS (THE ATM OFFERING ); AND (C) A PRIVATE PLACEMENT OF 70,271,019 NEW UNITS TO RETAIL AND INSTITUTIONAL INVESTORS (THE PRIVATE PLACEMENT ). PARCO BUGIS JUNCTION (Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended)) HOUGANG PLAZA UNITS JURONG ENTERTAINMENT CENTRE SEMBAWANG SHOPPING CENTRE JURONG ENTERTAINMENT CENTRE IMPORTANT DATES AND TIMES Opening date and time for : Acceptance Form and ATM (as defi ned herein) the Preferential Offering - 19 October 2005 at 9.00 a.m. Closing date and time for : the Preferential Offering Acceptance Form - 25 October 2005 at 4.45 p.m. ATM - 25 October 2005 at 9.30 p.m. Opening date and time for : 19 October 2005 at noon the ATM Offering Closing date and time for : the ATM Offering 25 October 2005 at noon (subject to early closure, at the discretion of DBS Bank Ltd (in consultation with the Manager (as defi ned herein)), in the event that the New Units under the ATM Offering are fully taken up earlier) MANAGED BY CAPITAMALL TRUST MANAGEMENT LIMITED A member of Joint Lead Manager and Underwriter for the Preferential Offering and the Private Placement Lead Manager and Underwriter for the ATM Offering Joint Lead Manager and Underwriter for the Preferential Offering and the Private Placement

2 This overview section is qualified in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of capitalised terms may be found in the Glossary of this Circular. OVERVIEW OFFER AND PLACEMENT OF 173,400,000 NEW UNITS IN CAPITAMALL TRUST At the Extraordinary General Meeting (the EGM ) of Unitholders of CMT held on 6 October 2005, resolutions relating to, inter alia, the acquisition of Parco Bugis Junction, as well as the plant and equipment located at the property and certain fixed assets (together, the Target Property ), by CMT and the Equity Fund Raising in connection therewith, as set out in the Notice of EGM dated 16 September 2005, were duly passed. Accordingly, the Manager proposes to issue 173,400,000 New Units for offer and placement to existing Unitholders and new investors so as to raise gross proceeds of approximately S$405.9 million in order to, inter alia: - part finance the acquisition of the Target Property; - part refinance the bridge loans taken to finance the acquisitions of Hougang Plaza Units and Sembawang Shopping Centre; and - part finance the acquisition of Jurong Entertainment Centre (details of which are set out herein). EQUITY FUND RAISING Existing Unitholders and new investors can participate in the Equity Fund Raising through the following ways: THE PREFERENTIAL OFFERING Relevant Singapore Registered Unitholders are eligible to participate in the Preferential Offering of 77,628,981 New Units on a non-renounceable basis of 1 New Unit for every 10 of the Existing Units held as at 14 October 2005, 5.00 p.m. (fractions of a Unit to be disregarded) and subject to the Rounding Mechanism (as defined herein). The Preferential Offering Issue Price is S$2.33 per New Unit. Provisional allocations of New Units may be accepted through: (1) the ATMs of DBS Bank Ltd (including POSB), OCBC Bank and UOB Group using cash; or (2) Acceptance Forms accompanied by cashier s orders or banker s drafts. Relevant Singapore Registered Unitholders who have subscribed for or purchased Units under the CPF Investment Scheme and/or SRS can only accept their provisional allocations of New Units by instructing the relevant banks in which they hold their CPF Investment Scheme accounts and/or SRS accounts to subscribe for New Units on their behalf. THE ATM OFFERING Retail investors in Singapore can subscribe for 25,500,000 New Units offered on a first-come, first-served basis through the ATMs of DBS Bank Ltd (including POSB) at the ATM and Placement Issue Price of S$2.35 per New Unit. THE PRIVATE PLACEMENT Retail and institutional investors can subscribe for 70,271,019 New Units under the Private Placement at the ATM and Placement Issue Price of S$2.35 per Unit. UNLOCKING THE VALUE OF CERTAIN PREMISES LEASED BY SEIYU SINGAPORE On 17 October 2005, CMT entered into an Agreement to Surrender with, inter alia, Seiyu (Singapore) Private Limited ( Seiyu Singapore ) in respect of: (i) the surrender by Seiyu Singapore to CMT of the Surrender Premises which comprise mainly basement one and part of the first storey of Parco Bugis Junction; and (ii) the novation by Seiyu Singapore to CMT of the existing tenancy and license agreements at the Surrender Premises (collectively, the Seiyu Transaction ). DPU AND DISTRIBUTION YIELD FORECASTS AND PROJECTIONS Based on the assumptions set out in Annexure A of this Circular, the distribution per Unit ( DPU ) under both the Original Forecast and Projection, and the Updated Forecast and Projection, as well as the resultant distribution yield of the New Units at the ATM and Placement Issue Price based on the Updated Forecast and Projection, are shown on the right. FORECAST AND PROJECTED DPU 1 (CENTS) Original Updated Forecast Period (1 November to 31 December 2005) (Annualised) Original Updated Projection Year (Financial year ending 31 December 2006) Including the Seiyu Transaction Including the New Properties Including the Target Property Existing Properties FORECAST AND PROJECTED YIELD 2 (INCLUDING THE SEIYU TRANSACTION) 4.60% Forecast Period (1 November to 31 December 2005) (Annualised) 1. Based on the forecasts and projections, together with the accompanying assumptions, in this Circular. 2. Based on the Updated Forecast and Projection, together with the accompanying assumptions, in this Circular, and the ATM and Placement Issue Price of S$2.35 per New Unit. 4.70% Projection Year (Financial year ending 31 December 2006)

3 NOTICE TO UNITHOLDERS AND INVESTORS No person has been authorised to give any information or make any representations other than those contained in this Circular in connection with the Equity Fund Raising and, if given or made, such information or representations must not be relied upon as having been authorised by CMT, CapitaMall Trust Management Limited (in its capacity as manager of CMT) (the Manager ), HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of CMT) (the Trustee ), DBS Bank Ltd ( DBS Bank ) or UBS AG, acting through its business group, UBS Investment Bank ( UBS ) (and UBS together with DBS Bank, the Joint Lead Managers and Underwriters ). Save as expressly stated in this Circular, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of CMT or the Manager. Neither the delivery of this Circular nor the issue of the New Units shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no material change in the affairs of CMT or in any of the information contained herein since the date of this Circular. Where such changes occur after the date of this Circular and are material and required to be disclosed by law and/or the SGX-ST, the Manager will announce such changes to the SGX-ST. All Unitholders and investors should take note of any such announcement and, upon the release of such announcement, shall be deemed to have notice of such changes. This Circular may not be used for the purpose of, and does not constitute, an offer, invitation or solicitation in any jurisdiction or in any circumstances in which such offer, invitation or solicitation is unlawful or unauthorised, or to any person to whom it is unlawful to make such offer, invitation or solicitation. In addition, no action has been or will be taken in any jurisdiction that would permit a public offering of the New Units or the possession, circulation or distribution of this Circular or any other material relating to CMT or the New Units in any jurisdiction where action for that purpose is required. The New Units may not be offered or sold, directly or indirectly and neither this Circular nor any other offering material or advertisements in connection with the New Units may be distributed or published in or from any country or jurisdiction except, in each case, under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. No information in this Circular should be considered to be business, legal or tax advice regarding an investment in the New Units and/or the units in CMT ( Units ). DBS Bank and UBS make no representation, warranty or recommendation whatsoever as to the merits of the Equity Fund Raising, the New Units, CMT, the Acquisitions or any other matter related thereto or in connection therewith. Nothing in this Circular or the accompanying documents shall be construed as a recommendation to accept or purchase the New Units. Prospective purchasers or subscribers of the New Units should rely on their own investigation, appraisal and determination of the merits of investing in CMT and shall be deemed to have done so. This Circular and the accompanying documents have been prepared solely for the purposes of the Equity Fund Raising and may not be relied upon for any other purposes. The New Units have not been and will not be registered under the U.S. Securities Act of 1933 (as amended) (the Securities Act ) and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the benefit of, U.S. Persons (as defined in Regulation S under the Securities Act ( Regulation S )). The distribution of this Circular and the placement of the New Units in certain jurisdictions may be prohibited or restricted by law. Persons who come into possession of this Circular and/or its accompanying documents are required by the Manager, DBS Bank and UBS to inform themselves of, and observe, any such prohibitions and restrictions. The audited financial statements of CMT for the financial year ended 31 December 2004 and the unaudited financial statements of CMT for the period from 1 January 2005 to 30 September 2005 (as announced by CMT on 13 October 2005) (collectively, the Financial Statements ), which were prepared in accordance with Recommended Accounting Practice 7 Reporting Framework for Unit Trusts and in the English language, shall be deemed to be incorporated in, and to form part of, this Circular. i

4 The Financial Statements incorporated herein by reference are current only as at the date of such Financial Statements, and the incorporation of the Financial Statements by reference shall not create any implication that there has been no change in the affairs of CMT since the dates hereof or that the information contained therein is current as at any time subsequent to their dates. Any statement contained in the Financial Statements shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a subsequent statement contained herein modifies or supersedes that statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular. In addition, any statement contained in the Financial Statements shall be deemed to be superseded for the purposes of this Circular to the extent that a discussion contained herein relating to the same subject matter omits such statement. Any such statement omitted shall not be deemed to constitute a part of this Circular. The Financial Statements are available for inspection during normal business hours at the registered office of the Manager at 39 Robinson Road, #18-01 Robinson Point, Singapore , from the date of this Circular up to and including the date falling three months after the date of this Circular. Prospective investors are advised to obtain and read the documents incorporated by reference herein before making their investment decision in relation to the New Units. Any discrepancies in the tables included herein between the listed amounts and totals thereof are due to rounding. ii

5 IMPORTANT NOTICE The value of Units and the income derived from them may fall as well as rise. Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of CMT is not necessarily indicative of the future performance of CMT. This Circular may contain forward-looking statements that involve risks and uncertainties. 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, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under paragraph (k)(ii) of the Offer Information Statement in Annexure A of this Circular. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager s current view of future events. All forecasts and projections are based on the Preferential Offering Issue Price of S$2.33 per New Unit, and the ATM and Placement Issue Price of S$2.35 per New Unit and on the Manager s assumptions as explained in Appendix 3 of the Offer Information Statement in Annexure A of this Circular. Actual yields will vary accordingly for investors who purchase Units in the secondary market at a market price higher or lower than the Preferential Offering Issue Price and the ATM and Placement Issue Price. The major assumptions are certain expected levels of property rental income and property expenses over the relevant periods, which are considered by the Manager to be appropriate and reasonable as at the date of this Circular. The forecast and projected financial performance of CMT is not guaranteed and there is no certainty that it can be achieved. Investors should read the whole of this Circular for details of the forecasts and projections and consider the assumptions used and make their own assessment of the future performance of CMT before deciding whether to accept or purchase the New Units. iii

6 CORPORATE INFORMATION Directors of CapitaMall Trust Management Limited (the manager of CapitaMall Trust) Registered office of CapitaMall Trust Management Limited : Mr Hsuan Owyang (Chairman and Independent Director) Mr Liew Mun Leong (Deputy Chairman) Mr Pua Seck Guan (Chief Executive Officer) Mr James Glen Service (Independent Director) Mr David Wong Chin Huat (Independent Director) Mr S. Chandra Das Mr Hiew Yoon Khong Mr Kee Teck Koon Mr Olivier Lim Tse Ghow : 39 Robinson Road #18-01 Robinson Point Singapore Trustee of CapitaMall Trust : HSBC Institutional Trust Services (Singapore) Limited 21 Collyer Quay #14-01 HSBC Building Singapore Joint Lead Managers and Underwriters for the Preferential Offering and the Private Placement : DBS Bank Ltd 6 Shenton Way DBS Building Tower One Singapore UBS AG, acting through its business group, UBS Investment Bank 5 Temasek Boulevard #18-00 Suntec Tower Five Singapore Lead Manager and Underwriter for the ATM Offering Legal Adviser for the Acquisitions and the Equity Fund Raising, and to the Manager Legal Adviser to the Joint Lead Managers and Underwriters for the Equity Fund Raising : DBS Bank Ltd 6 Shenton Way DBS Building Tower One Singapore : Allen & Gledhill One Marina Boulevard #28-00 Singapore : Mallesons Stephen Jaques 37th Floor, Two International Finance Centre 8 Finance Street, Central Hong Kong Legal Adviser to the Trustee : Shook Lin & Bok 1 Robinson Road #18-00 AIA Tower Singapore Unit Registrar and Unit Transfer Office : Lim Associates (Pte) Ltd 10 Collyer Quay #19-08 Ocean Building Singapore Independent Accountants : KPMG Certified Public Accountants 16 Raffles Quay #22-00 Hong Leong Building Singapore iv

7 TABLE OF CONTENTS Page 1. Summary of the Equity Fund Raising IndicativeTimetable Introduction Terms of the Equity Fund Raising Foreign Selling Restrictions Consequential Adjustment to the Distribution Period Purpose of the Equity Fund Raising and Use of the Net Proceeds Offer Information Statement Quotations and Dealings Consents Documents on Display Glossary Annexures Annexure A Offer Information Statement Annexure B Annexure C Procedures for Acceptance of and Payment for New Units Under the Preferential Offering by Relevant Singapore Registered Unitholders Terms, Conditions and Procedures for Application and Acceptance of New Units Under the ATM Offering Annexure D List of Participating Banks

8 SUMMARY OF THE EQUITY FUND RAISING The following summary of the principal terms and conditions of the Equity Fund Raising is derived from, and should be read in conjunction with, the full text of this Circular, and is qualified in its entirety by reference to information appearing elsewhere in this Circular. Capitalised terms not otherwise defined herein have the meaning given to them in the Glossary on pages 20 to 24 of this Circular. Equity Fund Raising : The issue of 173,400,000 New Units by CMT to existing Unitholders and new investors by way of the Preferential Offering, the ATM Offering and the Private Placement. Preferential Offering Issue Price : S$2.33 per New Unit issued under the Preferential Offering payable in full on acceptance and/or application. ATM and Placement Issue Price: : S$2.35 per New Unit issued under the ATM Offering and the Private Placement, payable in full on acceptance and/or application. Preferential Offering : The proposed preferential offering of 77,628,981 New Units at S$2.33 per New Unit to Relevant Singapore Registered Unitholders on a non-renounceable basis of one New Unit for every 10 existing Units held as at the Preferential Offering Books Closure Date (fractions of a Unit to be disregarded), and subject to the Rounding Mechanism (as defined herein) THE PROVISIONAL ALLOCATIONS CANNOT BE RENOUNCED IN FAVOUR OF A THIRD PARTY OR TRADED ON THE SGX-ST. Acceptance of and payment for the provisional allocations of New Units may be effected, in whole or in part, via acceptance forms ( Acceptance Forms ) or through the ATMs of the Participating Banks and must be made in accordance with the Procedures for Acceptance of and Payment for New Units under the Preferential Offering by Relevant Singapore Registered Unitholders set out in Annexure B of this Circular. Relevant Singapore Registered Unitholders who have subscribed for or purchased Units under the Central Provident Fund ( CPF ) Investment Scheme and/or the Supplementary Retirement Scheme ( SRS ) can only accept their provisional allocations of New Units by instructing the relevant banks in which they hold their CPF Investment Scheme accounts and/or SRS accounts to do so on their behalf. Eligibility of Unitholders to participate in the Preferential Offering : Only Relevant Singapore Registered Unitholders have been provisionally allocated New Units under the Preferential Offering. 2

9 ATM Offering : The proposed offering of 25,500,000 New Units at S$2.35 per New Unit to the public in Singapore through the ATMs of DBS Bank (including POSB) on a first-come, first-served basis. All applications under the ATM Offering must be made in accordance with the Terms, Conditions and Procedures for Application and Acceptance of New Units under the ATM Offering set out in Annexure C of this Circular. The minimum application under the ATM Offering is for 1,000 New Units. An applicant may apply for a larger number of New Units under the ATM Offering in integral multiples of 1,000 New Units, subject to a maximum of 300,000 New Units per applicant. Only one application may be made for the benefit of one person for New Units under the ATM Offering. Multiple applications will not be accepted for New Units under the ATM Offering. Private Placement : The private placement of 70,271,019 New Units to retail and institutional investors at S$2.35 per New Unit. Re-allocation : New Units under the Preferential Offering which are not taken up by Relevant Singapore Registered Unitholders for any reason will be aggregated and sold to satisfy excess demand for New Units under the Private Placement to the extent that there is such excess demand. These Units will then be sold at the ATM and Placement Issue Price. In the event that New Units offered under the ATM Offering are not fully taken up, the number of New Units that are not taken up will be aggregated and sold to satisfy excess demand for New Units under the Private Placement to the extent that there is such excess demand. Any excess demand for New Units under the Private Placement will be satisfied only to the extent that New Units offered under the Preferential Offering and/or the ATM Offering are not taken up and are reallocated to the Private Placement. Status of New Units : New Units will, upon issue, rank pari passu in all respects with the then existing Units, including the right to any distributions which may be paid for the period from the day New Units are issued to 31 December 2005 as well as all distributions thereafter. For the avoidance of doubt, New Units issued pursuant to the Equity Fund Raising will not be entitled to participate in the distribution of any distributable income accrued by CMT prior to the issue of such Units. Underwriting : The Preferential Offering and the Private Placement will be underwritten by the Joint Lead Managers and Underwriters. The ATM Offering will be underwritten by DBS Bank. 3

10 INDICATIVE TIMETABLE Event Date and Time Preferential Offering Opening date and time for the Preferential Offering : Acceptance Form and ATM 19 October 2005 at 9.00 a.m. Closing date and time for the Preferential Offering : Acceptance Form 25 October 2005 at 4.45 p.m. ATM Offering : ATM 25 October 2005 at 9.30 p.m. Opening date and time for the ATM Offering : 19 October 2005 at noon Closing date and time for the ATM Offering : 25 October 2005 at noon (subject to early closure, at the discretion of DBS Bank (in consultation with the Manager), in the event that New Units under the ATM Offering are fully taken up earlier) Last date and time for trading on a cum basis in respect of the Cumulative Distribution Commence trading on an ex basis in respect of the Cumulative Distribution Date on which the Transfer Books and Register of holders of Units ( Unitholders ) will be closed to determine the Unitholders entitled to the Cumulative Distribution Date and time of commencement of trading of New Units on the SGX-ST : 25 October 2005 at 5.00 p.m. : 26 October 2005 at 9.00 a.m. : 28 October 2005 at 5.00 p.m. : 31 October 2005 at 2.00 p.m. Date of payment of the Cumulative Distribution : On or about 29 November

11 INTRODUCTION 1. Unitholders Approval At the extraordinary general meeting of Unitholders held on 6 October 2005, Unitholders passed the resolutions, inter alia, for the proposed acquisition of Parco Bugis Junction (as defined herein) by CMT (the Parco Acquisition ) and the proposed issue of New Units by CMT so as to raise (i) gross proceeds arising from the issue of up to 172,700,000 New Units or (ii) S$406.0 million in gross proceeds, whichever is higher, under an equity fund raising exercise. 2. The Equity Fund Raising Accordingly, the Manager is issuing 173,400,000 New Units for placement so as to raise gross proceeds of approximately S$405.9 million (the Equity Fund Raising ). The Equity Fund Raising will comprise: (i) the Preferential Offering of 77,628,981 New Units at the Preferential Offering Issue Price to Relevant Singapore Registered Unitholders on a non-renounceable basis of one New Unit for every 10 existing Units held as at the Preferential Offering Books Closure Date (fractions of a Unit to be disregarded), and subject to the Rounding Mechanism; (ii) the ATM Offering of 25,500,000 New Units at the ATM and Placement Issue Price to the public in Singapore through the ATMs of DBS Bank (including POSB) on a first-come, first-served basis; and (iii) the Private Placement of 70,271,019 New Units at the ATM and Placement Issue Price to retail and institutional investors. 3. Underwriting The placement agreement dated 18 October 2005 (the Placement Agreement ) entered into between the Manager and the Joint Lead Managers and Underwriters provides that the Preferential Offering and the Private Placement will be underwritten by the Joint Lead Managers and Underwriters, and the ATM Offering will be underwritten by DBS Bank. 5

12 TERMS OF THE EQUITY FUND RAISING 1. The Preferential Offering 77,628,981 New Units are being offered to Relevant Singapore Registered Unitholders at the Preferential Offering Issue Price on a non-renounceable basis of one New Unit for every 10 existing Units held as at the Preferential Offering Books Closure Date (fractions of a Unit to be disregarded), and subject to the Rounding Mechanism (as defined herein). Acceptance of the provisional allocations of New Units may be effected via Acceptance Forms (as defined herein) or through the ATMs of the Participating Banks. Relevant Singapore Registered Unitholders who have subscribed for or purchased Units under the CPF Investment Scheme and/or the SRS can only accept their provisional allocations of New Units by instructing the relevant banks in which they hold their CPF Investment Scheme accounts and/or SRS accounts to do so on their behalf. AS THE PREFERENTIAL OFFERING IS MADE ON A NON-RENOUNCEABLE BASIS, THE PROVISIONAL ALLOCATIONS OF NEW UNITS CANNOT BE RENOUNCED IN FAVOUR OF A THIRD PARTY OR TRADED ON THE SGX-ST. Relevant Singapore Registered Unitholders, including the Restricted Placees (such as the Directors, their immediate family 1 and Substantial Unitholders) who are Relevant Singapore Registered Unitholders, can accept their provisional allocations of New Units under the Preferential Offering in full or in part (but may not apply for excess Units thereunder) as the SGX-ST has granted a waiver from the requirements under Rule 812(1) of the Listing Manual. Subject to the exceptions described below, Relevant Singapore Registered Unitholders (except those who are Restricted Placees) may also, in addition to accepting their provisional allocations of New Units under the Preferential Offering, apply for New Units under the ATM Offering and the Private Placement. Notwithstanding the foregoing, the Directors and their immediate family may apply for New Units under the ATM Offering as the SGX-ST s waiver of the requirements under Rule 812(1) of the Listing Manual (as described above) also extends to allowing such applications by the Directors and their immediate family. As at the Preferential Offering Books Closing Date, CapitaLand Limited ( CapitaLand ) holds, through its subsidiaries (including the Manager), an aggregate indirect interest in 466,612,410 Units (which is equivalent to approximately 38.7% of the Existing Units). On the basis of one New Unit for every 10 existing Units, CapitaLand and its subsidiaries (including the Manager) (the CapitaLand Group ) would have been entitled to subscribe for up to an aggregate of 46,661,241 New Units under the Preferential Offering (without taking the Rounding Mechanism into consideration). CapitaLand has written to the Joint Lead Managers and Underwriters, the Trustee and the Manager to indicate that CapitaLand Investments Pte Ltd ( CIPL ), Pyramex Investments Pte Ltd ( PIPL ), Premier Healthcare Services International Pte Ltd ( PHSIPL ) and E-Pavilion Pte Ltd ( EPPL ), being subsidiaries of CapitaLand which hold Units as at the Latest Practicable Date, do not intend to subscribe for New Units under the Preferential Offering and that none of CapitaLand or any of these subsidiaries will have any objection if the Preferential Offering proceeds on the basis that such subsidiaries are not entitled to subscribe for New Units under the Preferential Offering. The Manager, which is a subsidiary of CapitaLand, has also written to the Joint Lead Managers and Underwriters and the Trustee to indicate that it does not intend to subscribe for New Units under the Preferential Offering and that it will not have any objection if the Preferential Offering proceeds on the basis that the Manager is not entitled to subscribe for New Units under the Preferential Offering. On the basis set out above, the Preferential Offering will not be made to CIPL, PIPL, PHSIPL, EPPL and the Manager. Accordingly, the 46,661,241 New Units to which they would otherwise have been entitled will not be offered to them and will not comprise a part of the Preferential Offering. 1 The spouse, children, adopted children, step-children, siblings and parents of the Directors. 6

13 Before the divestment of Plaza Singapura by Plaza Singapura (Private) Limited ( PSPL, a wholly owned subsidiary of CapitaLand) to CMT (the PS Acquisition ), CapitaLand, through its subsidiaries, held an aggregate interest of approximately 32.3% of the total number of Units in issue (as at 9 July 2004). After the completion of the equity fund raising exercise and issuance of consideration units by CMT to PSPL to part finance the PS Acquisition, the aggregate interest of the CapitaLand Group increased to approximately 39.1% of the total number of Units in issue. As at the Latest Practicable Date, CapitaLand holds approximately 38.7% of the total number of Units in issue. On the basis that the CapitaLand Group does not subscribe for any New Units under the Preferential Offering, the unitholding of the CapitaLand Group is expected to reduce to approximately 33.8% of the total number of Units in issue immediately after the completion of the Equity Fund Raising. This figure is closer to CapitaLand s original interest in CMT immediately prior to the PS Acquisition. This will also help to increase the free float of the Units and thereby improve the trading liquidity of the Units. The provisional allocations of Relevant Singapore Registered Unitholders will be subject to the Rounding Mechanism. Where a Relevant Singapore Registered Unitholder s provisional allocation of New Units under the Preferential Offering is other than an integral multiple of 1,000 Units, it will be increased to such number which, when added to the Unitholder s unitholdings as at the Preferential Offering Books Closure Date results in an integral multiple of 1,000 Units (the Rounding Mechanism ). For example, a Relevant Singapore Registered Unitholder with 5,000 existing Units as at the Preferential Offering Books Closure Date will be provisionally allocated with 1,000 New Units under the Preferential Offering (increased from the 500 New Units allocated based on the ratio of one New Unit for every 10 existing Units under the Preferential Offering) so that, should the Unitholder decide to accept his provisional allocation of New Units, he will own a total of 6,000 Units. The Rounding Mechanism will be extended to investors who have subscribed for or purchased Units under the CPF Investment Scheme and/or the SRS, and to Units held by nominee companies. However, in the case of nominee companies, as the Rounding Mechanism will be applied at the level of the aggregate Units held in the securities accounts of such nominee companies with The Central Depository Pte Ltd ( CDP ), investors whose Units are held through such nominee companies may not enjoy the benefit of the Rounding Mechanism on an individual level. The making of the Preferential Offering may be prohibited or restricted in certain jurisdictions under their relevant securities laws. Thus, for practical reasons and in order to avoid any violation of the securities legislation applicable in countries (other than Singapore) where Unitholders may have as their addresses registered with CDP, the Preferential Offering will not be extended to Unitholders whose registered addresses with CDP as at the Preferential Offering Books Closure Date are outside Singapore, and who have not, at least five Market Days prior to the Preferential Offering Books Closure Date, provided CDP with addresses in Singapore for the service of notice and documents. Unitholders whose registered addresses with CDP are outside Singapore and who wish to participate in the Preferential Offering will have to provide CDP with addresses in Singapore for the service of notice and documents at least five Market Days prior to the Preferential Offering Books Closure Date. New Units under the Preferential Offering which are not taken up by the Relevant Singapore Registered Unitholders for any reason will be aggregated and sold to satisfy excess demand for New Units under the Private Placement to the extent that there is such excess demand. These Units will then be sold at the ATM and Placement Issue Price. The offer, allocation and issue of New Units pursuant to the Preferential Offering are governed by the terms and conditions of this Circular and the Acceptance Form. Acceptance and payment for New Units under the Preferential Offering must be made in accordance with the Procedures for Acceptance of and Payment for New Units under the Preferential Offering by Relevant Singapore Registered Unitholders set out in Annexure B of this Circular. 7

14 2. The ATM Offering The 25,500,000 New Units under the ATM Offering will be offered at the ATM and Placement Issue Price to the public in Singapore through the ATMs of DBS Bank (including POSB) on a first-come, first-served basis and all applications under the ATM Offering must be made in accordance with the Terms, Conditions and Procedures for Application and Acceptance of New Units under the ATM Offering set out in Annexure C of this Circular. The minimum application under the ATM Offering is for 1,000 New Units. An applicant may apply for a larger number of New Units under the ATM Offering in integral multiples of 1,000 New Units subject to a maximum of 300,000 New Units per applicant. Only one application may be made for the benefit of one person for New Units under the ATM Offering. Multiple applications will not be accepted for New Units under the ATM Offering. In addition to accepting their provisional allocations of New Units under the Preferential Offering, Relevant Singapore Registered Unitholders (including the Directors and their immediate family, but not the Substantial Unitholders) may also apply for New Units under the ATM Offering. The Directors and their immediate family are permitted to apply for New Units under the ATM Offering because the SGX-ST has also waived Rule 812(1) of the Listing Manual to permit applications by the Directors and their immediate family. 3. Private Placement The 70,271,019 New Units under the Private Placement will be privately placed to retail and institutional investors by the Joint Lead Managers and Underwriters. 4. Re-allocations New Units under the Preferential Offering which are not taken up by Relevant Singapore Registered Unitholders for any reason will be aggregated and sold to satisfy excess demand for New Units under the Private Placement to the extent that there is such excess demand. These Units will then be sold at the ATM and Placement Issue Price. In the event that New Units offered under the ATM Offering are not fully taken up, the number of New Units that are not taken up will be aggregated and sold to satisfy excess demand for New Units under the Private Placement to the extent that there is such excess demand. Any excess demand for New Units offered under the Private Placement will be satisfied only to the extent that New Units offered under the Preferential Offering and/or the ATM Offering are not taken up and are reallocated to the Private Placement. 5. Status of the New Units The New Units will, upon issue, rank pari passu in all respects with the then existing Units, including the right to any distributions which may be paid for the period from the day New Units are issued to 31 December 2005 as well as all distributions thereafter. For the avoidance of doubt, New Units issued pursuant to the Equity Fund Raising will not be entitled to participate in the distribution of any distributable income accrued by CMT prior to the date of issue of such Units. 8

15 FOREIGN SELLING RESTRICTIONS The following placement limitations apply in relation to the Equity Fund Raising: Selling restrictions Australia This Circular has not been lodged with the Australian Securities and Investments Commission, and is not a disclosure document or product disclosure statement for the purposes of Australian law. The provision of this Circular to any person in Australia does not constitute an offer of New Units to that person or an invitation to that person to apply for the issue of New Units. New Units may only be offered in Australia by the holder of an Australian financial services licence ( Licensee ) appointed by the Manager under an intermediary authorisation to arrange the issue of New Units. A person receiving this Circular in Australia should not apply for New Units unless this Circular is accompanied by an offer from the Licensee to arrange for the issue of the New Units. New Units may only be issued in Australia to wholesale clients who are persons to whom an offer of units may be made in Australia without the need for a product disclosure statement under Part 7.9 of the Corporations Act 2001 (Cwlth) ( Corporations Act ). This Circular is not, and under no circumstances is to be construed as, an advertisement or a public offering of New Units in Australia. CMT is not registered as a managed investment scheme in Australia, and no securities commission or similar authority in Australia has reviewed or in any way passed upon this document or the merits of investing in the New Units. New Units may not be resold in Australia within a period of 12 months after the date of issue otherwise than on a basis excluded from disclosure in accordance with sections 1012D or 1012DA of the Corporations Act. This is not a securities recommendation or investment advice. You should seek your own financial advice. The Circular has been prepared without taking account of any investor s objectives, financial situation or needs, and before acting on it, investors should consider the appropriateness of the information in this Circular, having regard to their own objectives, financial situation and needs. Denmark This Circular has not been filed with or approved by the Danish Securities Council or any other regulatory authority in the Kingdom of Denmark. The New Units may not be offered, sold or delivered, directly or indirectly, in Denmark, except to institutional investors or otherwise in compliance with Chapter 12 of the Danish Act on Trading in Securities and the Danish Executive Order No. 166 of 13 March 2003 on the First Public Offer of Certain Securities issued thereto as amended from time to time. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), each Joint Lead Manager and Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) ithas not made and will not make an offer of New Units to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Units which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of New Units to the public in that Relevant Member State at any time: (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; 9

16 (b) (c) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than C43,000,000 and (3) an annual net turnover of more than C50,000,000, as shown in its last annual or consolidated accounts; or in any other circumstances which do not require the publication by the Manager of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of New Units to the public in relation to any New Units in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the New Units to be offered so as to enable an investor to decide to purchase or subscribe the New Units, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. In addition, this Circular must not be distributed to, passed on to, or relied or acted upon, any person in a Member State to the extent that the laws of that Member State prohibit the promotion of the New Units to that person. Each Joint Lead Manager and Underwriter has represented and agreed that it has complied and will comply with any applicable laws of a Member State with respect to anything done by it in relation to the New Units in, from or otherwise involving that Member State. Finland This Circular has not been approved by or filed with the Finnish Financial Supervision Authority pursuant to the Finnish Securities Market Act (1989/495 as amended). The New Units may not be offered or sold, directly or indirectly, to the public in the Republic of Finland and any offer or sale of the New Units in the Republic of Finland may be made only to a limited number of pre-selected investors to whom an offer or sale of the New Units may be made under the laws of the Republic of Finland. France This document is not being distributed in the context of a public offering in France within the meaning of Article L of the Code monétaire et financier, and has therefore not been submitted to the Autorité des marchés financiers for prior approval and clearance procedure. Accordingly, the New Units have not been offered or sold, and will not be offered or sold, directly or indirectly, to the public in France, and this offering circular has not been and will not be distributed or caused to be distributed, to the public in France. Such offers, sales and distributions have only been and shall only be made in France to: (i) providers of investment services relating to portfolio management; and/or (ii) qualified investors (investisseurs qualifiés); and/or (iii) a restricted circle of investors (cercle restreint d investisseurs), all as defined in and in accordance with Articles L.411-2, D and D of the Code monétaire et financier. Investors in France falling within the qualified investors or restricted circle of investors exemption, may only participate in the issue of the New Units for their own account in accordance with the conditions set out in Articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D and D of the Code monétaire et financier. The New Units may only be issued, directly or indirectly, to the public in France in accordance with Articles L.411-1, L.411-2, L and L to L of the Code monétaire et financier. Germany The New Units have not been notified for public distribution in Germany under the German Foreign Investment Funds Act (Auslandinvestment-Gesetz). Therefore, the New Units and this Circular and any other document relating to the New Units shall not be distributed in Germany by way of a public offer, public advertising or in a similar manner. 10

17 Hong Kong CMT has not been authorised by the Hong Kong Securities and Futures Commission. Accordingly, no person may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, this Circular or any other advertisement, invitation or document relating to the New Units which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to New Units which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. Japan The New Units have not been and will not be registered under the Securities and Exchange Law of Japan (the SEL ) and the Investment Trust and Investment Company Law of Japan (the ITICL ). Accordingly, New Units will not, directly or indirectly, be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffer or resale, directly or indirectly, in Japan or to, or the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the SEL and the ITICL and otherwise in compliance with such law and any other applicable laws, regulations and ministerial guidelines of Japan. The Netherlands The New Units may not be offered or sold, directly or indirectly, in the Netherlands, as part of the initial distribution of each of the Joint Lead Managers and Underwriters or as part of any re-offering, and neither this Circular nor any other document in respect of the Equity Fund Raising may be distributed or circulated in the Netherlands, other than to individuals or legal entities who or which, in the conduct of a business or profession, deal or invest in investment objects (beleggingsobjecten) within the meaning of article 1 of the Regulation in implementation of section 14 of the Investment Institutions Supervision Act (Uitvoeringsregeling ex artikel 14 Wet toezicht beleggingsinstellingen). Norway This Circular has not been approved by or registered with the Oslo Stock Exchange or the Norwegian Register of Business Enterprises under Chapter 5 of the Norwegian Securities Trading Act 1997, and the New Units may not be offered or sold, and will not be offered or sold to any persons in Norway in any way that would constitute an offer to the public, other than in circumstances where an exemption from the duty to publish a prospectus under the Norwegian Securities Trading Act 1997 shall be applicable. This offer is, with respect to Norway, directed solely to registered professional investors according to the Norwegian Securities Trading Act Section 5 2, 1. Subscriptions by any other Norwegian person or body corporate will be rejected. Spain The New Units may not be offered or sold in the Kingdom of Spain except in accordance with the requirements of the Spanish securities market law (Ley 24/1998, de 28 de julio, del mercado de valores), as amended, the decrees and regulations issued thereunder. This Circular has not been registered with the Comision Nacional del Mercado de Valores, and therefore a public offer for sale of the New Units shall not be promoted in the Kingdom of Spain. 11