Capitaland Limited S$1,000,000,000 2.95 Per Cent
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CapitaLand Limited S$1,000,000,000 2.95 per cent. CapitaLand Limited (Incorporated in the Republic of Singapore) Company Registration Number 198900036N S$1,000,000,000 2.95 per cent. Convertible Bonds due 2022 Issue price: 100 per cent. The S$1,000,000,000 2.95 per cent. Convertible Bonds due 2022 (the “Bonds”) will be issued by CapitaLand Limited (the “Issuer” or “CapitaLand”). Interest on the Bonds will be payable semi-annually in arrear on the interest payment dates falling on 20 June and 20 December of each year (each an “Interest Payment Date”). The first interest payment will be made on 20 December 2007. The Bonds are convertible by holders into ordinary shares of the Issuer (the “Shares”) at any time on or after 20 June 2008 and prior to the close of business (at the place the Bond is deposited for conversion) on 10 June 2022, unless previously redeemed, converted, or purchased and cancelled and except during a Closed Period (as defined herein). The conversion price (subject to adjustment in the manner provided herein) (the “Conversion Price”) will initially be S$13.8871 per Share. The Shares are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and application has been made for the listing of the Shares to be issued on conversion of the Bonds on the SGX-ST. On 15 June 2007, the closing price of the Shares on the SGX-ST was S$8.10 per Share. See “Terms and Conditions of the Bonds — Conversion” and “Information Concerning the Shares”. Convertible Bonds due 2022 Convertible The Bonds may be redeemed, in whole or in part, at the option of the Issuer at any time on or after 20 June 2014 and not less than seven business days prior to 20 June 2022, subject to satisfaction of certain conditions, at the principal amount together with accrued but unpaid interest at the date fixed for such redemption if the closing price (as defined herein) of the Shares for each of 30 consecutive Trading Days (as defined herein), the last day of which occurs no more than 20 Trading Days prior to the notice of redemption, is at least 130 per cent. of the Conversion Price then in effect. The Bonds may also be redeemed in whole at any time at the option of the Issuer at their principal amount together with accrued interest (i) if the aggregate principal amount of the Bonds outstanding is less than 10 per cent. of the aggregate principal amount originally issued (including further issues) or (ii) in the event of certain changes in the laws and regulations relating to taxation in Singapore. Holders of the Bonds will have the right to require the Issuer to redeem the Bonds at their principal amount together with accrued interest (i) on each of 20 June 2017 and 20 June 2019 or (ii) in the event that the Shares cease to be listed or admitted to trading on the SGX-ST. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 20 June 2022 at their principal amount. Approval in-principle has been received for the listing of the Bonds on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Offering Circular. Approval in-principle for the listing of the Bonds and the new Shares to be issued on conversion of the Bonds is not to be taken as an indication of the merits of the Bonds, the Shares, the Issuer or its subsidiaries. For a discussion of certain investment considerations relating to the Bonds, see “Risk Factors”. Offering Circular dated 18 J Circular Offering The Bonds will be represented by a single Global Certificate (as defined herein) in registered form, deposited with a common depository for, and registered in the name of a nominee of, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, socie´te´ anonyme (“Clearstream, Luxembourg”) on or about 20 June 2007, being the closing date (the “Closing Date”), for the accounts of their respective accountholders. The Bonds and the Shares to be issued upon conversion of the Bonds have not been and will not be registered under the United States 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 account or benefit of, US persons (as defined in Regulation S under the Securities Act (“Regulation S”)). This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (“MAS”). Accordingly, this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Bonds may not be circulated or distributed, nor may the Bonds be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any other person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. une 2007 Sole Bookrunner and Lead Manager Offering Circular dated 18 June 2007 The Issuer accepts full responsibility for the information contained in this Offering Circular and, having made all reasonable enquiries, confirms that this Offering Circular contains all information with respect to the Issuer, its subsidiaries and associated companies (as defined in the SGX-ST Listing Manual) (together, the “Group”), the Bonds and the Shares which is material in the context of the issue and offering of the Bonds. Where information contained in this Offering Circular includes extracts from summaries of information and data from various published and private sources, the Issuer accepts responsibility for accurately reproducing such summaries and data. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or J.P. Morgan (S.E.A.) Limited (the “Lead Manager”) to subscribe for or purchase any of, the Bonds or Shares and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Lead Manager to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of the Bonds and distribution of this Offering Circular, see “Subscription and Sale”. The Lead Manager has not separately verified the information contained in this Offering Circular. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Lead Manager as to the accuracy or completeness of the information contained in this Offering Circular or any other information supplied in connection with the Bonds or the Shares. Each person receiving this Offering Circular acknowledges that such person has not relied on the Lead Manager or on any person affiliated with the Lead Manager in connection with its investigation of the accuracy of such information or its investment decision. This Offering Circular is not intended to provide the basis of any credit or other evaluation nor should it be considered as a recommendation by either the Issuer or the Lead Manager that any recipient of this Offering Circular should purchase the Bonds. Each potential purchaser of the Bonds should determine for himself the relevance of the information contained in this Offering Circular and his purchase of the Bonds should be based upon such independent investigations and consultations with his own tax, legal and business advisers as it deems necessary. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Lead Manager. The delivery of this Offering Circular at any time does not imply that the information contained in it is correct as at any time subsequent to its date. In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the Bonds, including the merits and risks involved. See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Bonds. i In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to “Singapore” are references to the Republic of Singapore and all references to the “US” and “United States” are references to the United States of America. All references to “sqm” herein are to square metres and all references to “sf” are to square feet. All references to the “Government” herein are references to the government of the Republic of Singapore. References herein to “Singapore dollars” and “S$” are to the lawful currency of Singapore, references to “JPY” or “Japanese Yen” are to the lawful currency of Japan, references to “RMB” or “Chinese Renminbi” are to the lawful currency of the People’s Republic of China and all references to “US dollars” or “US$” are to the lawful currency of the United States of America.