ANNOUNCEMENT CRCT TO ACQUIRE GRAND CANYON MALL IN BEIJING

Transcription

1 (Constituted in the Republic of Singapore pursuant to a trust deed dated 23 October 2006 (as amended)) ANNOUNCEMENT CRCT TO ACQUIRE GRAND CANYON MALL IN BEIJING The Manager refers to the announcement by CMA today and is pleased to announce that the Trustee had on 12 July 2013 entered into a conditional call option agreement with CMA in relation to the Proposed Acquisition. Pursuant to the ROFR, CMA has offered to the Trustee the right to acquire the Property through the acquisition of the Sale Share. CMA, through the Target Company, had submitted a bid to purchase the Property through the acquisition of the entire equity interest in PRC Co by way of a tender in the PRC. The Target Company had on 12 July 2013 been awarded the tender and has entered into the PRC Sale and Purchase with the PRC Vendor to acquire 100.0% of the equity interest in PRC Co. Based on the unaudited accounts of the PRC Co, the adjusted net asset value of PRC Co as at 30 April is RMB700.0 million (comprising the adjusted book value of the Property of RMB1,740 million (approximately S$356.6 million) 2 plus net current assets of RMB20.0 million (approximately S$4.1 million) 2 and less an outstanding shareholder s loan of RMB1,060 million (approximately S$217.3 million) 2 which will be repaid to the Vendor prior to completion of the PRC Sale and Purchase ). The latest valuation of the Property as at 15 April 2013, jointly commissioned by CMA and CRCT, and conducted by CBRE Pte. Ltd. is RMB1,830 million (approximately S$375.1 million) 2. The valuation is based on accepted valuation 1 The adjusted net asset value of PRC Co as at 30 April 2012 is the basis for the minimum tender price put up by the Vendor for the sale of PRC Co. 2 Based on an exchange rate of RMB1 : S$

2 procedures and practices. Taking into account the above, the purchase consideration payable by the Target Company to the PRC Vendor is RMB1,760 million (approximately S$360.7 million) 2. An additional amount of up to RMB60.0 million (approximately S$12.3 million) 2 is payable by the Target Company to the PRC Vendor as reimbursement for certain land-related ancillary costs in relation to the PRC Sale and Purchase. The purchase consideration and the maximum additional amount payable to the PRC Vendor total RMB1,820 million (approximately S$373.0 million) 2. The Trustee is granted the by CMA under the for the Notice Period, the exercise of which is subject to and conditional upon the necessary regulatory approvals being obtained for the acquisition of the Property, through the acquisition of the entire equity interest in PRC Co, including the approval by the Ministry of Commerce of the PRC for the acquisition of PRC Co. The Trustee shall pay the Deposit to CMA within five business days after the execution of the. If the is not exercised, the entire amount of the Deposit will be refunded to the Trustee. The purchase consideration for the Sale Share will be the aggregate of the Consolidated Net Asset Value and the Reimbursable Amounts and, in accordance with the further terms and conditions to be agreed between CMA and the Trustee when the relevant sale and purchase agreement contemplated in the is entered into. Completion of the sale and purchase of the Sale Share shall be conditional upon the Manager having secured financing for the purchase of the Sale Share on terms satisfactory to the Manager. As at the date of this announcement, no definitive sale and purchase agreement has been executed in relation to the Proposed Acquisition and accordingly, there can be no assurance that the Proposed Acquisition will materialise. The Manager will make further announcements at the appropriate junctures concerning the Proposed Acquisition and such other information as may be required under the listing rules of the SGX-ST. In the meantime, Unitholders are advised to refrain from taking any action in respect of their Units which may be prejudicial to their interests and to exercise caution when dealing with the Units. In the event that Unitholders wish to deal in the Units, they are advised to seek their own professional advice. 2

3 Mr Lim Ming Yan is a non-executive director of CMA. He is also a non-executive director of the Manager. Mr Ng Kok Siong is a director of the Manager and the Chief Financial Officer of CMA. Mr Lim Beng Chee is the Chief Executive Officer and executive director of CMA and is also a director of the Target Company. Save as disclosed in this announcement and save for their unitholdings in CRCT and their shareholdings in CMA, based on information available to the Manager as at the date of this announcement, none of the directors or controlling Unitholders of CRCT has an interest, direct or indirect, in the Proposed Acquisition and. BY ORDER OF THE BOARD CapitaRetail China Trust Management Limited (Company Registration No D) (As manager of CapitaRetail China Trust) Choo Wei-Pin Company Secretary 15 July

4 Definitions: Notice Period CMA Consolidated Net Asset Value CRCT Deposit Manager Nominee PRC PRC Co PRC Sale and Purchase PRC Vendor Property Proposed Acquisition The right for the Trustee to require CMA to enter into a definitive sale and purchase agreement with the Trustee or its Nominee for the sale of the Sale Share to the Trustee or its Nominee The conditional call option agreement dated 12 July 2013 entered into between CMA and the Trustee in respect of the grant of the to the Trustee The period of one year commencing on the date of the Call Option or such other period as may be agreed between CMA and the Trustee CapitaMalls Asia Limited The consolidated total assets less the consolidated total liabilities on the completion date of Proposed Acquisition in respect of the Target Company and PRC Co CapitaRetail China Trust A sum equivalent to the deposit paid by CMA and/or the Target Company to the China Beijing Equity Exchange in connection with the submission of the bid for the acquisition of PRC Co CapitaRetail China Trust Management Limited, in its capacity as manager of CRCT A wholly-owned vehicle of CRCT The People s Republic of China Beijing Huakun Investment Co., Ltd ( 华坤商业投资管理有限公司 ), a company incorporated in the PRC The sale and purchase agreement entered into between the Target Company and Capital Airport Real Estate Group., Ltd, a company incorporated in the PRC, in relation to the acquisition of 100.0% of the equity interest in PRC Co, the vehicle which owns the Property as at the date of the PRC Sale and Purchase Capital Airport Real Estate Group., Ltd Grand Canyon Mall, also known as Shoudi Daxiagu Shopping Mall ( 首地大峡谷购物中心 ), a retail mall located at No. 16 South Third Ring West Road, Fengtai District, Beijing, PRC The proposed acquisition of the Property through the acquisition of the Sale Share by the Trustee or its Nominee 4

5 Reimbursable Amounts RMB ROFR Costs and expenses incurred by CMA in connection with the acquisition and holding of PRC Co (and indirectly, the Property) and the financing of the aforementioned acquisition, to be reimbursed by the Trustee to CMA on an arm s length basis between the Trustee and CMA Renminbi S$ Singapore Dollar The right of first refusal granted by CMA to CRCT pursuant to the letter agreement dated 8 November 2006 entered into between, inter alia, (i) the Manager, (ii) the Trustee and (iii) CMA Sale Share SGX-ST Target Company Trustee Units Unitholders The one ordinary share, representing 100.0% of the total issued share capital of the Target Company, legally and beneficially owned by CMA Singapore Exchange Securities Trading Limited CapitaLand Retail Investments (SY) Pte. Ltd., a wholly-owned subsidiary of CMA, which will be indirectly holding the Property through PRC Co prior to the entry into of the definitive Sale and Purchase contemplated under the HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of CRCT Units in CRCT Holders of Unit(s) Important Notice This Announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for Units. This Announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada or Japan. This Announcement is not an offer of securities for sale into the United States, Canada or Japan. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. Any public offering of securities made in the United States would be made by means of a prospectus that may be obtained from the Manager and would contain detailed information about the Manager and CRCT, as well as financial statements. No public offering of securities is being made in the United States. The value of Units and the income derived from them, if any, 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 should note that they will have no right to request the Manager to redeem or purchase their Units for so long as the Units are listed on the SGX-ST. 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 CRCT is not necessarily indicative of the future performance of CRCT. 5