SUMMARY OF THE OFFERING The Issuer The Vendor The Offering The Placement The Public Offer The Reserved Shares Clawback and Re-allocation Offering Price Application Procedures for the Public Offer CapitaMalls Asia Limited, a company incorporated with limited liability under the laws of the Republic of Singapore. CapitaLand Limited 1,165,200,000 Offering Shares (subject to the Over-allotment Option) offered by the Vendor through the Placement and the Public Offer. The completion of the Placement and the Public Offer are each conditional upon the completion of the other. 1,058,548,000 of the Offering Shares offered by way of an international placement to investors at the Offering Price, including institutional and other investors in Singapore. The Placement will, subject to certain conditions, be underwritten by the Joint Bookrunners and Underwriters at the Offering Price. The Offering Shares have not been and will not be registered under the US Securities Act and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US persons (as defined in Regulation S). The Offering Shares under the Placement are being offered and sold outside of the United States in reliance on Regulation S and other applicable laws, and within the United States in reliance on Rule 144A only to persons who are both QIBs and Entitled Qualified Purchasers. See Plan of Distribution. 106,652,000 of the Offering Shares (including the Reserved Shares) offered in Singapore at the Offering Price by way of an offering to the public in Singapore. The Public Offer will, subject to certain conditions, be underwritten by the Joint Bookrunners and Underwriters at the Offering Price. Up to 11,652,000 Offering Shares under the Public Offer have been reserved for purchase by the directors, management, employees and business associates of our Group and those of the CapitaLand Group at the Offering Price. In the event that the Reserved Shares are not fully purchased, they will be made available to satisfy applications under the Placement and/or the Public Offer. The Offering Shares may be reallocated between the Placement and the Public Offer at the sole discretion of the Joint Bookrunners and Underwriters. S$2.12 for each Offering Share. Investors are required to pay the Offering Price in Singapore dollars. Investors under the Public Offer must follow the application procedures set out in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore, which was registered by the Authority as part of this offering document. Applications must be paid for in Singapore dollars. The minimum initial application is for 1,000 Offering Shares. An applicant may apply for a larger number of Shares in integral multiples of 1,000 Offering Shares. Investors who are members of the Central Provident Fund ( CPF ) in Singapore may, subject to the applicable CPF rules and regulations, use their CPF Investible Savings ( CPF Funds ) to purchase the Offering Shares. 31
Over-allotment Option In connection with the Offering, the Vendor has granted the Stabilizing Manager, on behalf of the Joint Bookrunners and Underwriters, the Over-allotment Option, exercisable in whole or in part by the Stabilizing Manager on one or more occasions from the Listing Date until the earliest of (i) the date falling 30 days from the Listing Date, or (ii) the date when the Stabilizing Manager or its appointed agent has bought, on the SGX-ST, an aggregate of 174,780,000 Shares, representing 15.0% of the total Offering Shares, in undertaking stabilizing actions, or (iii) the date falling 30 days after the date of adequate public disclosure of the Offering Price, to purchase the Additional Shares (representing 15.0% of the total Offering Shares) at the Offering Price, solely to cover the overallotment of the Offering Shares, if any. The exercise of the Overallotment Option will not affect the total number of issued and existing Shares. Unless indicated otherwise, all information in this offering document assumes that the Stabilizing Manager does not exercise the Over-allotment Option. See Plan of Distribution Over-allotment Option. Lock-ups Our Company has agreed with the Joint Bookrunners and Underwriters that, from the date of the Purchase Agreement until the date falling 180 days from the Listing Date, it will not, subject to certain exceptions, without the prior written consent of the Joint Issue Managers, (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any Shares (or any securities convertible into or exercisable or exchangeable for Shares); (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Shares (or any securities convertible into or exercisable or exchangeable for Shares); (iii) deposit any Shares (or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Shares) in any depository receipt facilities; or (iv) publicly announce any intention to do any of the above. These restrictions do not apply to (i) Shares issued under the Performance Share Plan or the Restricted Stock Plan, (ii) Shares issued as consideration in the context of an acquisition, and (iii) with the consent of the Joint Issue Managers (such consent not to be unreasonably withheld), issuance of equity linked securities convertible or exchangeable for Shares. The Vendor has agreed with the Joint Bookrunners and Underwriters that, from the date of the Purchase Agreement until the date falling 180 days from the Listing Date, it will not, without the prior written consent of the Joint Issue Managers, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, hypothecate or encumber or otherwise transfer or dispose of, directly or indirectly, any of our Shares (or any securities convertible into or exercisable or exchangeable for Shares); (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our Shares (or any securities convertible into or exercisable or exchangeable for Shares); (iii) deposit any Shares (or any securities convertible into 32
or exchangeable for or which carry rights to subscribe or purchase Shares) in any depository receipt facilities; or (iv) publicly announce any intention to do any of the above. These restrictions do not, however, apply (in the case of the Vendor) in respect of (i) the Offering Shares, (ii) the Additional Shares that are sold pursuant to the Over-allotment Option granted by the Vendor to the Stabilizing Manager on behalf of the Joint Bookrunners and Underwriters, and (iii) the transfer of Shares by the Vendor as contemplated under the Share Lending Agreement, and the transfer of Shares by the Vendor to any of its wholly-owned subsidiaries (provided that each such subsidiary has executed and delivered to the Joint Bookrunners and Underwriters a similar undertaking to the reasonable satisfaction of the Joint Bookrunners and Underwriters to the effect of the restrictions described above, to remain in effect for the remainder of the relevant lock-up period), provided that these lock-up restrictions will apply to the Shares returned to the Vendor pursuant to the Share Lending Agreement. See Plan of Distribution No sales of similar securities and lock-up for further information relating to these lock-ups. Proceeds from the Offering We will not receive any proceeds from the sale of the Offering Shares by the Vendor, nor will we receive any proceeds from the exercise of the Over-allotment Option granted by the Vendor. In the opinion of the Directors, no minimum amount must be raised in the Offering. Listing and Trading Prior to the Offering, there has been no public market for our Shares. Application has been made to the SGX-ST for permission to list all our issued Shares (including the Offering Shares and the Additional Shares), and the Plan Shares on the Main Board of the SGX-ST, which will be granted when we have been admitted to the Official List of the SGX-ST. Acceptance of applications for the Offering Shares will be conditional upon, among other things, permission being granted by the SGX-ST to deal in and for quotation of all our issued Shares (including the Offering Shares and the Additional Shares) and the Plan Shares on the Official List of the SGX-ST. We have not applied to any other exchange to list our Shares. We expect the Shares to commence trading on a ready basis at 9.00 a.m. on November 25, 2009 (Singapore time). See Summary of the Offering Indicative Timetable. The Shares will, upon listing and quotation on the SGX-ST, be traded on the SGX-ST under the book-entry (scripless) settlement system of The Central Depository (Pte) Limited (the CDP ). Dealing in and quotation of our Shares on the SGX-ST will be in Singapore dollars. The Shares will be traded in board lot sizes of 1,000 Shares on the SGX-ST. Settlement The Vendor expects to receive payment for all the Offering Shares in the Placement and the Public Offer on or about November 25, 2009. The Vendor will deliver global share certificates representing the Offering Shares to the CDP for deposit into the securities accounts of successful applicants on or about November 25, 2009. See Clearance and Settlement. 33
Stabilization Transfer restrictions Dividends In connection with the Offering, the Stabilizing Manager may overallot Shares or effect transactions that stabilize or maintain the market price of our Shares at levels that might not otherwise prevail in the open market. These transactions may be effected on the SGX-ST and in other jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulations, including the Securities and Futures Act and any regulations thereunder. The number of Shares that the Stabilizing Manager may buy to undertake stabilizing action will not exceed an aggregate of 174,780,000 Shares, representing not more than 15.0% of the total Offering Shares. However, we cannot assure you that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilizing action. These transactions may commence on or after the commencement of trading of the Shares on the SGX-ST and, if commenced, may be discontinued at any time and shall not be effected after the earliest of (i) the date falling 30 days from the commencement of trading of the Shares on the SGX-ST, (ii) the date when the Stabilizing Manager has bought, on the SGX-ST, an aggregate of 174,780,000 Shares representing 15.0% of the total Offering Shares in undertaking stabilizing action, or (iii) the date falling 30 days after the date of adequate public disclosure of the Offering Price. The Shares offered by this Offering have not been, and will not be, registered under the US Securities Act, and we will not be registered under the US Investment Company Act. Therefore, resales by subscribers and/or purchasers of Offering Shares and by subsequent transferees will be subject to certain restrictions described in Transfer Restrictions. Further, any acquisition of the Shares offered in the Offering is prohibited if it would result in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Law. See Certain ERISA Considerations. Our Company may compel any holder of or beneficial owner of an interest in Shares to transfer or sell such Shares or interest, or may sell such Shares or interest on his behalf, if such person is a US person (as defined in Regulation S) that is not a qualified purchaser within the meaning of Section 2(a)(51)(A) of the US Investment Company Act, if such person s holding may cause our Company to be required to register under the US Investment Company Act or if such person would cause our Company to suffer liabilities under ERISA. See Appendix C Summary of the Constitution of Our Company Forced transfers or sales of Shares. Our Company will pay dividends, if any, only out of its profits as permitted under Singapore law. Dividends will be paid in Singapore dollars. The Board of Directors of our Company has discretion to recommend payment of dividends. Any profits our Company declares as dividends will not be available to be reinvested in our operations. We cannot assure you that our Company will declare or pay any dividends. See Dividends for a description of our dividend policy. Risk factors Prospective investors should carefully consider certain risks connected with an investment in our Shares discussed under Risk Factors. 34
INDICATIVE TIMETABLE An indicative timetable for trading in our Shares is set out below for the reference of applicants for our Shares: Indicative date and time (Singapore time) Event November 18, 2009 at 9.00 a.m... Opening of the Public Offer November 23, 2009 at 12.00 noon.. Close of Application List November 24, 2009... Balloting of applications or otherwise as may be approved by the SGX-ST, if necessary (in the event of an over-subscription for the Offering Shares) November 25, 2009 at 9.00 a.m... Commence trading on a ready basis December 1, 2009... Settlement date for all trades done on a ready basis on November 25, 2009 The above timetable is indicative only and is subject to change at our and the Vendor s discretion, with the agreement of the Joint Bookrunners and Underwriters. The above timetable and procedure may also be subject to such modifications as the SGX-ST may in its discretion decide, including the commencement date of trading on a ready basis. It assumes (i) that the closing of the Public Offer is November 23, 2009, (ii) that the date of admission of our Company to the Official List of the SGX-ST is November 25, 2009, and (iii) compliance with the SGX-ST s shareholding spread requirement. We and the Vendor, with the agreement of the Joint Bookrunners and Underwriters, may at our discretion, subject to all applicable laws and regulations and the rules of the SGX-ST, agree to extend or shorten the period during which the Offering is open, provided that the period of the Public Offer may not be less than two Market Days. In the event of the extension or shortening of the time period during which the Offering is open, we will publicly announce the same: (i) through a SGXNET announcement to be posted on the internet at the SGX-ST website http://www.sgx.com; and (ii) in one or more major Singapore newspapers, such as The Straits Times, The Business Times or Lianhe Zaobao. Investors should consult the SGX-ST announcement on the ready listing date on the internet (at the SGX-ST website), or the newspapers, or check with their brokers on the date on which trading on a ready basis will commence. We and the Vendor will provide details of and the results of the Public Offer through SGXNET or in one or more major Singapore newspapers, such as The Straits Times, The Business Times or Lianhe Zaobao. The Vendor reserves the right to reject or accept, in whole or in part, or to scale down or ballot any application for the Offering Shares under the Public Offer, without assigning any reason therefor, and no enquiry or correspondence on the Vendor s decision will be entertained. In deciding the basis of allocation, due consideration will be given to the desirability of allocating our Shares to a reasonable number of applicants with a view to establishing an adequate market for our Shares. Where an application under the Public Offer is rejected, the full amount of the application monies will be refunded (without interest or any share of revenue or other benefits arising therefrom) to the applicant, at his own risk within 24 hours of the balloting (provided that such refunds are made in accordance with the procedures set out in instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore ). Where an application under the Public Offer is accepted in part only, any balance of the application monies will be refunded (without interest or any share of revenue or other benefits arising therefrom) to the applicant, at the applicant s risk, within 14 Market Days after the close of the Offering (provided that such refunds are made in accordance with the procedures set out in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore ). In the case of the Public Offer, if the Offering does not proceed for any reason, the full amount of application monies (without interest or any share of revenue or other benefits arising therefrom) will be returned to the applicants at their own risk within three Market Days after the Offering is discontinued (provided that such refunds are made in accordance with the procedures set out in the instructions booklet entitled Terms, Conditions and Procedures for Application for and Acceptance of the Offering Shares in Singapore ). The manner and method for applications and acceptances under the Placement will be determined by the Joint Bookrunners and Underwriters at their sole discretion. 35