The Singapore Exchange Securities Trading Limited, Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
CAPITAMALLS ASIA LIMITED 凱德商用產業有限公司* (Singapore Company Registration Number: 200413169H) (Incorporated in the Republic of Singapore with limited liability) (Hong Kong Stock Code: 6813) (Singapore Stock Code: JS8)
OVERSEAS REGULATORY ANNOUNCEMENT INSIDE INFORMATION
This announcement is issued pursuant to Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and Rules 13.09(2)(a) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Please refer to the next page for the document which has been published by CapitaMalls Asia Limited (the “ Company ”) on the website of the Singapore Exchange Securities Trading Limited on 20 November 2013.
BY ORDER OF THE BOARD CapitaMalls Asia Limited Choo Wei-Pin Company Secretary
Hong Kong, 20 November 2013
As at the date of this announcement, the board of directors of the Company comprises Mr Ng Kee Choe (Chairman and non-executive director); Mr Lim Beng Chee as executive director; Mr Lim Ming Yan, Ms Chua Kheng Yeng Jennie and Mr Lim Tse Ghow Olivier as non-executive directors; and Mr Sunil Tissa Amarasuriya, Tan Sri Amirsham A Aziz, Dr Loo Choon Yong, Mrs Arfat Pannir Selvam, Mr Bob Tan Beng Hai and Professor Tan Kong Yam as independent non-executive directors.
* For identification purposes only
ACQUISITIONS AND DISPOSALS Page 1 of 1
ACQUISITIONS AND DISPOSALS :: NON-MANDATORY DISCLOSURE :: CAPITAMALLS ASIA TO ACQUIRE SHOPPING MALL IN GUANGZHOU
Like 0 Tweet 0 0 * Asterisks denote mandatory information Name of Announcer * CAPITAMALLS ASIA LIMITED
Company Registration No. 200413169H
Announcement submitted on CAPITAMALLS ASIA LIMITED behalf of
Announcement is submitted CAPITAMALLS ASIA LIMITED with respect to *
Announcement is submitted by * Choo Wei-Pin
Designation * Company Secretary
Date & Time of Broadcast 20-Nov-2013 06:56:56
Announcement No. 00004
>> ANNOUNCEMENT DETAILS
The details of the announcement start here ... Announcement Title * CapitaMalls Asia to acquire shopping mall in Guangzhou
Description The attached announcement and news released issued by CapitaMalls Asia Limited on the above matter are for information.
Attachments eAnnc_CMAToAcquireShoppingMallInGuangzhou.pdf
cAnnc_CMAToAcquireShoppingMallInGuangzhou.pdf
eNR_CMAToAcquireShoppingMallInGuangzhou.pdf
cNR_CMAToAcquireShoppingMallInGuangzhou.pdf Total size =902K (2048K size limit recommended)
http://infopub.sgx.com/Apps?A=COW_CorporateAnnouncement_Content&B=Anno... 2013-11-20 The Singapore Exchange Securities Trading Limited, Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
CAPITAMALLS ASIA LIMITED * 凱德商用產業有限公司
(Singapore Company Registration Number: 200413169H) (Incorporated in the Republic of Singapore with limited liability) (Hong Kong Stock Code: 6813) (Singapore Stock Code: JS8)
ANNOUNCEMENT
CAPITAMALLS ASIA TO ACQUIRE SHOPPING MALL IN GUANGZHOU
1. INTRODUCTION CMA wishes to announce that its wholly-owned subsidiary, CAI , has on 19 November 2013 entered into a conditional agreement with Greenland Real Estate to acquire the second phase of the retail component of Baiyun Greenland Centre, an integrated development located at the junction of Yuncheng West Road ( 云城西路 ) and Qixin Road ( 齐心路 ) within the core commercial centre of Baiyun New Town ( 白云新城) in Baiyun District ( 白云区), Guangzhou, PRC (the “Property” ). The Property will be connected to the Baiyun Park ( 白云公园) subway station on Line 2 from its basement levels 1 and 2. Line 2 connects to the Guangzhou South High-Speed Railway Station, Guangzhou Railway Station and the provincial and city government offices. Line 2 is also linked to Line 3, which connects to the Guangzhou Baiyun International Airport which is nine stops away from Baiyun Park subway station. Baiyun Park subway station is
*For identification purposes only
expected to become an interchange for Line 2 and the upcoming Line 12, when the latter begins operations in 2020. The Property will be an eight-storey shopping mall (from basement level 2 to level 6), and will have a total GFA , excluding car park, of about 86,000 sq m and 438 car park spaces. Shoppers will have access to approximately 1,620 car park spaces in total at Baiyun Greenland Centre’s car park.
2. RATIONALE The Acquisition will mark CMA ’s strategic entry into a first-tier city in South China, and bring the number of CMA ’s malls in the South China region to eight. CMA will leverage on its established team in South China, which has been in the Guangdong province since 2005, to manage the Property . The Acquisition is part of CMA ’s growth strategy to selectively expand its footprint in China, while strengthening its presence in the cities and regions that it is already in.
3. PURCHASE CONSIDERATION AND VALUATION The latest valuation of the Property as at 19 November 2013, commissioned by CMA and conducted by CBRE Pte. Ltd., is RMB 2,200.0 million (approximately S$ 444.1 million)1. The valuation is based on accepted valuation procedures and practices. Taking into account the above valuation, the purchase consideration payable to Greenland Real Estate for the Acquisition is RMB 2,191.4 million (approximately S$ 442.4 million) 1. The purchase consideration will be funded in cash.
4. CERTAIN PRINCIPAL TERMS OF THE ACQUISITION The completion of the Acquisition is subject to, inter alia , the obtaining of necessary PRC regulatory approvals. The Acquisition is expected to be completed by the fourth quarter of 2014. A refundable deposit of RMB 219.1 million (approximately S$ 44.2 million) 1 will be paid by CAI to an escrow account no later than 30 December 2013. The deposit will be refunded and the purchase consideration will be paid in stages after the necessary PRC regulatory approvals have been obtained. In connection with the Acquisition , Greenland Real Estate will grant the PRC
1 Based on an exchange rate of RMB 1 : S$ 0.20187
2 SPV an option to acquire up to 452 additional car park spaces at Baiyun Greenland Centre in the event such car park spaces become available for sale after 30 June 2019.
5. RELATIVE FIGURES RELATING TO THE ACQUISITION ON THE BASES IN RULE 1006 OF THE LISTING MANUAL
As at 30 September 2013 Bases under Rule 1006 Rule 1006(a) Net asset value of the assets to be Not applicable to an acquisition of disposed of, compared with the assets group’s net asset value Rule 1006(b) Net profits attributable to the Not applicable as the Property has Acquisition not been completed Rule 1006(c) Aggregate value of the consideration RMB 2,191.4 million for the Acquisition (approximately S$ 442.4 million) 1 Market capitalisation of CMA as at 18 S$ 8,096.4 million November 2013 (being the market day preceding the date of the conditional agreement entered into by CAI) Relative figure (%) 5.46% Rule 1006(d) Number of equity securities to be Not applicable issued by CMA as consideration compared with the number of equity securities previously in issue
6. METHOD OF FINANCING AND FINANCIAL EFFECTS CMA intends to finance the Acquisition from internal funds and external borrowings. The Acquisition is not expected to have a material impact on the CMA Group ’s NTA per Share and earnings per Share for the financial year ending 31 December 2013.
3 7. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Based on information available to CMA as at the date of this announcement, none of the directors or controlling shareholders of CMA has an interest, direct or indirect, in the Acquisition .
Definitions : Acquisition The acquisition of the Property CA I CMA Asset Investment Pte. Ltd., a wholly-owned subsidiary of CMA CMA CapitaMalls Asia Limited CMA Group CMA and its subsidiaries GFA Gross floor area Greenland 广州绿地房地产开发有限公司 (Guangzhou Greenland Property Real Estate Development Co., Ltd.*) NTA Net tangible assets PRC The People’s Republic of China PRC SPV The special purpose company to be established by CAI in the PRC for the acquisition of the Property RMB Renminbi S$ Singapore Dollar Share Ordinary share in the capital of CMA sq m Square metres
BY ORDER OF THE BOARD CapitaMalls Asia Limited Choo Wei-Pin Company Secretary
Singapore, 20 November 2013
As at the date of this announcement, the board of directors of the Company comprises Mr Ng Kee Choe (Chairman and non-executive director); Mr Lim Beng Chee as executive director; Mr Lim Ming Yan, Ms Chua Kheng Yeng Jennie and Mr Lim Tse Ghow Olivier as non-executive directors; and Mr Sunil Tissa Amarasuriya, Tan Sri Amirsham A Aziz, Dr Loo Choon Yong, Ms Arfat Pannir Selvam, Mr Bob Tan Beng Hai and Professor Tan Kong Yam as independent non- executive directors.
4
For immediate release 20 November 2013
NEWS RELEASE
CapitaMalls Asia to acquire shopping mall in Guangzhou Population catchment of about 1.1 million people within 3-km radius Directly connected to subway Line 2 and future Line 12
Singapore & Hong Kong, 20 November 2013 – CapitaMalls Asia Limited (SGX: JS8 and HKEx: 6813) is pleased to announce today that it is acquiring a new shopping mall in Guangzhou, China – its first in the city. The acquisition is subject to the approval of the Chinese government.
CapitaMalls Asia has signed an agreement to acquire a shopping mall at Baiyun Greenland Centre, an integrated development located at the junction of Yuncheng West Road (云城西路) and Qixin Road (齐心路) within the core commercial centre of Baiyun New Town (白云新城) in Baiyun District (白云区). Baiyun Greenland Centre also comprises a 200 metre-high office tower – the tallest landmark in the district.
CapitaMalls Asia is acquiring the shopping mall from Greenland Real Estate, a subsidiary of the Greenland Group, a leading state-owned enterprise based in Shanghai that also has investments in the energy and finance sectors. Greenland Real Estate is a leading Chinese developer which currently has projects in 80 cities in 26 provinces in China.
Baiyun District is the most populous district in Guangzhou with a population of over 2.2 million people. A number of companies are headquartered in Baiyun District, including China Southern Airlines and the Guangdong Airport Authority. These two organisations are currently building their new offices right next to the proposed mall in Baiyun New Town, which is positioned as the new regional centre of northern Guangzhou. Developed on the site of the former Guangzhou Baiyun Airport, the well-located Baiyun New Town is just 8 kilometres (“km”) from the central business district at Pearl River New Town and 23 km, or about half-an-hour’s drive, from Guangzhou Baiyun International Airport.
1
The mall will be connected to Baiyun Park (白云公园) subway station on Line 2 on its basement levels 1 and 2, making it the only shopping mall in Baiyun New Town that is directly connected to a subway station. Line 2 connects to the Guangzhou South High-Speed Railway Station, Guangzhou Railway Station and the provincial and city government offices. Line 2 is also linked to Line 3, which connects to the Guangzhou Baiyun International Airport just nine stops away from Baiyun Park subway station. Baiyun Park subway station is set to become an interchange for Line 2 and the upcoming Line 12, when the latter begins operation in 2020.
The eight-storey shopping mall (from Basement 2 to Level 6) will have a total gross floor area (“GFA”), excluding car park, of about 86,000 square metres (“sq m”). Shoppers will have access to approximately 1,620 car park spaces available at the integrated development’s car park.
Positioned as a one-stop shopping destination, the proposed mall will be anchored by a lifestyle supermarket and cineplex, and will house popular international and local fashion brands, as well as a wide range of food & beverage outlets. Targeted to open in phases from 2014, the mall will serve a population catchment of about 1.1 million people within a 3-km radius. Within a 5-km radius, its reach extends to about 5.7 million people.
On a completed basis, the total investment cost for the shopping mall is expected to be about RMB2,646.0 million (S$534.1 million / HK$3,340.7 million).
Mr Lim Beng Chee, CEO of CapitaMalls Asia, said, “As the capital of Guangdong Province, Guangzhou has the most developed economy in the Pearl River Delta. Its 2012 GDP was the third largest in China, after Shanghai and Beijing. At about RMB30,500 (S$6,157 / HK$38,508), its 2012 per capita consumer spending was the highest among the four first-tier Chinese cities, which also include Beijing, Shanghai and Shenzhen. From January to August 2013, Guangzhou’s retail sales grew 15.9% year-on-year, above the national average of 12.8%. With Guangzhou’s strong economic fundamentals, we are confident about the growth prospects of its retail sector.”
“Our proposed mall is located in Baiyun New Town, which is set to become the new regional centre of northern Guangzhou. It is also home to high-end residences, a new commercial centre, as well as conference, cultural and leisure facilities. When our mall is completed, it will cater to the middle and upper-middle income residents and professionals living and working in Baiyun New Town and the larger Baiyun District. The new mall will be a one-stop shopping destination that meets the lifestyle needs and aspirations of the community, as well as offers quality space for retailers keen to expand in this first-tier Chinese city with good growth prospects.”
2
“This new mall in Guangzhou will mark our strategic entry into a first-tier city in South China. It will bring the number of our malls in the region to eight 1, of which four 2 – including the new mall – are located within or about an hour’s drive from one another. We will leverage on our established team in South China, which has been in Guangdong Province since 2005, to manage the new mall. This acquisition is part of our growth strategy to selectively expand our footprint in China, while strengthening our presence in the cities and regions we are already in.”
Including this development, CapitaMalls Asia now has 62 shopping malls in 37 cities in China, of which 51 are operational while the other 11 are under development.
Summary of proposed shopping mall in Baiyun District in Guangzhou Overall An eight-storey shopping mall (from Basement 2 to Level 6), that is part of an integrated development that also comprises an office tower.
Location Located prominently at the junction of Yuncheng West Road and Qixin Road within the core commercial centre of Baiyun New Town in Baiyun District. About 8 km from the central business district at Pearl River New Town and 23 km from Guangzhou Baiyun International Airport. Population catchment of about 1.1 million people within a 3- km radius. Within a 5-km radius, its reach extends to about 5.7 million people.
Site area 39,780 sq m (entire integrated development)
GFA (excluding car park) 86,000 sq m (approximate)
No. of car park spaces About 1,620 (entire integrated development)
Land use tenure 40 years, expiring in 2051
1 With this acquisition, CapitaMalls Asia has eight malls in South China. The other seven malls are CapitaMall Dongguan in Dongguan, CapitaMall Guicheng in Foshan, CapitaMall Maoming in Maoming, CapitaMall Quanzhou in Quanzhou, CapitaMall Zhangzhou in Zhangzhou, CapitaMall Zhanjiang in Zhanjiang, and CapitaMall Zhaoqing in Zhaoqing. 2 The four malls are CapitaMall Dongguan, CapitaMall Guicheng, CapitaMall Zhaoqing and this new mall.
3
About CapitaMalls Asia ( www.capitamallsasia.com ) CapitaMalls Asia Limited is one of the largest listed shopping mall developers, owners and managers in Asia by total property value of assets and geographic reach. CapitaMalls Asia has an integrated shopping mall business model encompassing retail real estate investment, development, mall operations, asset management and fund management capabilities. It has interests in and manages a pan-Asian portfolio of 104 shopping malls across 53 cities in the five countries of Singapore, China, Malaysia, Japan and India, with a total property value of approximately S$34.4 billion (HK$215.1 billion) and a total GFA of approximately 97.0 million sq ft.
Shopping malls in the portfolio include ION Orchard and Plaza Singapura – which are located in one of the world’s most famous shopping streets, Orchard Road – Raffles City Singapore and Clarke Quay in Singapore. Our landmark shopping malls in China are CapitaMall Crystal in Beijing, Hongkou Plaza in Shanghai and Raffles City Shanghai; and CapitaMall Jinniu in Chengdu. The portfolio also includes Gurney Plaza in Penang, Malaysia; Olinas Mall in Tokyo, Japan; as well as Forum Value Mall in Bangalore, India.
CapitaMalls Asia’s principal business strategy is to invest in, develop and manage a diversified portfolio of real estate used primarily for retail purposes in Asia, and to strengthen its market position as a leading developer, owner and manager of shopping malls in Asia.
Issued by: CapitaMalls Asia Limited (Co. Regn.: 200413169H) Date: 20 November 2013
Analyst Media Teng Li Yeng Lim Seng Jin Senior Manager, Investor Relations Head, Corporate Communications and Marketing Tel: +65 6826 5357 Tel: +65 6826 5778 Email: [email protected] Email: [email protected]
4