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Announcement Proposed Acquisition of Xizhimen Mall

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Announcement Proposed Acquisition of Xizhimen Mall ANNOUNCEMENT PROPOSED ACQUISITION OF XIZHIMEN MALL 1. INTRODUCTION 1.1 Agreement to Purchase Xizhimen Mall The Board of Directors of CapitaRetail China Trust Management Limited (the “Manager”), the manager of CapitaRetail China Trust (“CRCT”), wishes to announce that pursuant to the right of first refusal agreement (the “Right of First Refusal Agreement”) entered into on 8 November 2006 between (i) the Manager; (ii) HSBC Institutional Trust Services (Singapore) Limited, as trustee of CRCT (the “Trustee”); (iii) CapitaRetail China Fund Management Pte. Ltd., as manager of CapitaRetail China Incubator Fund (the “Incubator Fund”) and (iv) CapitaLand Retail Trustee Pte. Ltd., as trustee of the Incubator Fund (the “Vendor”), the Trustee has entered into a conditional sale and purchase agreement (the “S&P Agreement”) with the Vendor for the acquisition (the “Acquisition”) by CRCT of Xizhimen Mall (the “Mall”), situated in Xizhimen, just outside the boundary of Beijing’s west second ring road, in Xicheng district, Beijing, the People’s Republic of China (the “PRC”). The Mall is a one-stop-shopping, dining and entertainment destination comprising seven storeys of multi-tenanted retail outlets, with a basement level and six storeys above ground level, which in aggregate represents a gross rentable area of 73,857 sq m. Located in Xizhimen, in Xicheng district, just outside the boundary of Beijing’s west second ring road, the Mall is part of an iconic integrated mixed used development which includes three office towers and a commercial block. The Mall is situated at one of Beijing’s two key inter-modal transportation hubs (the other being Dongzhimen), with a confluence of Mass Rapid Transit (“MRT”) and Light Rail Transit (“LRT”) lines, railway line and major bus routes. Xizhimen transportation hub is served by the existing MRT Line 2, LRT Line 13, the National railway, and the upcoming MRT Line 4. A new bus interchange will also be built at the hub, across from the Mall. The Mall is thus well-supported by a large shopper catchment encompassing the high flow of daily commuters passing through the transportation hub, as well as residents, students and working population in the nearby Beijing Finance Street, the city’s financial district as well as universities and high-technology zones of Zhongguancun District. Urbis JHD, an independent property consultant (the “Independent Property Consultant”) which has been commissioned to prepare the PRC retail market review (the “PRC Retail Market Review”), estimates that the commuter traffic flowing through Xizhimen transportation hub is approximately 300,000 on weekdays and 600,000 on weekends. The Independent Property Consultant also estimates that the current retail spending of the catchment population is approximately 15.0% to 20.0% above the Beijing average. In relation to the initial public offering of units in CRCT (“Units”), the Sole Financial Adviser was J.P. Morgan (S.E.A) Limited and the Underwriters and Bookrunners were J.P. Morgan (S.E.A) Limited, UBS AG, acting through its business group, UBS Investment Bank and China International Capital Corporation Limited. The Mall is held by CapitaRetail Beijing Xizhimen Real Estate Co. Ltd (“Xizhimen Real Estate Co”), a special purpose company incorporated in the PRC solely for the purpose of holding the Mall. Xizhimen Real Estate Co in turn is wholly owned by CapitaRetail China Investments (B) Beta Pte Ltd (the “Holding Company”), an investment holding company incorporated in Barbados. The Holding Company is owned by the Vendor. The agreed property purchase price of the Mall is S$336.0 million (the “Agreed Property Price”). CRCT proposes to acquire from the Vendor the entire issued share capital of the Holding Company (“Sale Share”) and the outstanding shareholder’s loan extended by the Vendor to the Holding Company (“Shareholder’s Loan”) at an aggregate consideration equal to the sum of (i) the net asset value (“NAV”) of the Holding Company as at the completion of the acquisition calculated on the basis that the value of the Mall is equal to the Agreed Property Price and (ii) the principal amount of the Shareholder’s Loan (the “Purchase Consideration”). 1.2 Disclosure Requirements Under the Listing Manual and the Property Funds Guidelines As at the date of this Announcement, CapitaLand Limited (“CapitaLand”) holds an aggregate direct and deemed interest in 190,570,756 Units, which is equivalent to approximately 40.04% of the total number of units in CRCT (“Units”) in issue, and is therefore regarded as a “controlling unitholder” of CRCT under the Listing Manual of the SGX-ST (the “Listing Manual”) and the Property Funds Guidelines in the Code of Collective Investment Schemes (the “Property Funds Guidelines”) issued by the Monetary Authority of Singapore. As at the date of this Announcement, CapitaLand has an indirect interest of 30.0% in the Vendor. For the purposes of Chapter 9 of the Listing Manual, CapitaLand being a controlling unitholder, is an “interested person” of CRCT. For the purposes of the guidelines relating to interested party transactions under the Property Funds Guidelines, CapitaLand (being a controlling unitholder) is an “interested party” of CRCT. Therefore, the Acquisition will constitute an “interested person transaction” under Chapter 9 of the Listing Manual as well as an “interested party transaction” under the Property Funds Guidelines, in respect of which the approval of unitholders of CRCT (“Unitholders”) is required. The Manager is making this Announcement because the Acquisition would constitute an interested person transaction under Chapter 9 of the Listing Manual as well as an interested party transaction under the Property Funds Guidelines. 2. PRINCIPAL TERMS OF THE S&P AGREEMENT 2.1 Agreed Property Price The Agreed Property Price of S$336.0 million was arrived at on a willing-buyer and willing-seller basis. Two independent property valuers, Colliers International (Hong Kong) Ltd and Knight Frank Petty Limited (the “Independent Valuers”), have been commissioned by the Manager and the Trustee respectively to value the Mall. In their respective reports of 30 September 2007, the Independent Valuers stated that the open market value of the Mall is S$338.4 million (RMB 1,692.0 million)1 and S$340.4 million (RMB 1,700.0 million), by using the Discounted Cash Flow Analysis and Capitalisation Approach, and the Discounted Cash Flow Analysis and Direct Comparison Approach respectively. 2.2 Completion Date The Purchase Consideration will be paid on completion of the Acquisition, which is expected to take place no later than January 2008. 2.3 Conditions Precedent Completion is subject to and conditional upon, inter alia, the following: 2.3.1 There shall not have occurred at any time, in the reasonable opinion of the Trustee, any material breach of the warranties or of the covenants contained in the S&P Agreement; 2.3.2 The approval by the Unitholders given at an extraordinary general meeting for the purchase of the Sale Share and the Shareholder’s Loan, as required under the Listing Manual and under the Property Funds Guidelines; and 2.3.3 CRCT securing sufficient financing to undertake the acquisition of the Sale Share and the Shareholder’s Loan and the agreements for such financing have not been terminated and are unconditional in all respects. 3. ESTIMATED ACQUISITION COSTS The current total estimated costs of the Acquisition are approximately S$344.0 million, comprising: • the Purchase Consideration of S$332.0 million2; • the acquisition fee of S$3.3 million (being 1.0% of the Agreed Property Price3); and • the estimated professional and other fees and expenses incurred by CRCT in connection with the Acquisition of approximately S$8.7 million. As the Acquisition will constitute an “interested party transaction” under the Property Funds Guidelines, the acquisition fees payable to the Manager will be in the form of Units which shall not be sold within one year from their date of issuance. 4. RATIONALE FOR THE ACQUISITION The Manager believes that the Acquisition will bring the following benefits to Unitholders: 1 Based on an exchange rate of RMB5.0 per S$1.0 2 Based on the pro forma NAV of the consolidated financial statement of the Holding Company and its subsidiary as at 31 December 2007. The S&P Agreement provides for the NAV of the Holding Company to be adjusted to the date of completion of the Acquisition pursuant to which the Purchase Consideration will be adjusted accordingly. 3 The acquisition fee is payable to the Manager pursuant to Clause 14.2.1(i) of the deed of trust constituting CRCT which provides that the Manager is entitled to receive an acquisition fee of 1.0% of the purchase price paid for any real estate in or outside the PRC acquired from time to time by the Trustee on behalf of CRCT from, inter alia, CapitaRetail China Incubator Fund, such purchase price shall be after deducting the interest of any co-owner or co- participant. The acquisition fee in relation to the Acquisition will be paid in the form of Units. 4.1 Attractive DPU Accretion The Manager believes that Unitholders will enjoy a higher distribution per Unit (“DPU”) as a result of the Acquisition which will be financed via an efficient capital structure and that the Proposed Acquisition will still be yield accretive after taking into account the Manager’s fees. 4.2 The Proposed Acquisition is Consistent with the Manager’s Investment and Acquisition Growth Strategy The acquisition of the Mall fits the Manager’s principal investment strategy and will grow CRCT’s total assets by approximately 51.9% to S$1.2 billion, augmenting their vision to achieve an asset size of S$3.0 billion by 2009. This also further strengthens CRCT’s foothold in Beijing, where half its enlarged portfolio (comprising CRCT’s existing portfolio and the Mall) (“Enlarged Portfolio”) is located.
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