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Capitamall Trust

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Capitamall Trust CIRCULAR DATED 18 OCTOBER 2005 CAPITAMALL TRUST CAPITAMALL THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Singapore Exchange Securities Trading Limited (the “SGX-ST”) takes no responsibility for the accuracy of any statements or opinions made, or reports contained, in this Circular. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Approval in-principle has been obtained from the SGX-ST for the Equity Fund Raising (as defi ned herein) and for the listing and quotation of the new units (the “New Units”) in CapitaMall Trust (“CMT”) to be issued for the purpose of the Equity Fund Raising on the Main Board of the SGX-ST. The SGX-ST’s in-principle approval is not an indication of the merits of the Equity Fund Raising, the New Units, the Waivers (as defi ned herein) or CMT. (Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended)) This Circular is not for distribution, directly or indirectly, in or into the United States. It is not an offer of securities for sale into the United States. The Units may not be offered or sold in the United States or to, or for the account or benefi t of, US persons (as such term is defi ned in Regulation S under the Securities Act of 1933) unless they are registered or exempt from registration. There will be no public offer of securities in the United States. OFFER AND PLACEMENT OF 173,400,000 NEW UNITS IN CAPITAMALL TRUST (“NEW UNITS”) BY WAY OF: (A) A PREFERENTIAL OFFERING OF 77,628,981 NEW UNITS AT THE PREFERENTIAL OFFERING ISSUE PRICE TO RELEVANT SINGAPORE REGISTERED UNITHOLDERS (AS DEFINED HEREIN) ON A NON-RENOUNCEABLE BASIS OF 1 NEW UNIT FOR EVERY 10 EXISTING UNITS HELD AS AT 5.00 P.M. ON 14 OCTOBER 2005 (THE “PREFERENTIAL OFFERING BOOKS CLOSURE DATE”), FRACTIONS OF A UNIT TO BE DISREGARDED, AND SUBJECT TO THE ROUNDING MECHANISM (AS DEFINED HEREIN) (THE “PREFERENTIAL OFFERING”); (B) AN OFFERING OF 25,500,000 NEW UNITS TO THE PUBLIC IN SINGAPORE THROUGH THE AUTOMATED TELLER MACHINES (“ATMS”) OF DBS BANK LTD (INCLUDING POSB) ON A “FIRST-COME, FIRST-SERVED” BASIS (THE “ATM OFFERING”); AND (C) A PRIVATE PLACEMENT OF 70,271,019 NEW UNITS TO RETAIL AND INSTITUTIONAL INVESTORS (THE “PRIVATE PLACEMENT”). PARCO BUGIS JUNCTION Circular dated 18 October 2005 (Parco Bugis Junction) JURONG ENTERTAINMENT CENTRE HOUGANG PLAZA UNITS SEMBAWANG SHOPPING CENTRE JURONG ENTERTAINMENT CENTRE IMPORTANT DATES AND TIMES MANAGED BY Opening date and time for : Acceptance Form and ATM (as defi ned herein) CAPITAMALL TRUST MANAGEMENT LIMITED the Preferential Offering - 19 October 2005 at 9.00 a.m. A member of Closing date and time for : Acceptance Form - 25 October 2005 at 4.45 p.m. the Preferential Offering ATM - 25 October 2005 at 9.30 p.m. Joint Lead Manager and Joint Lead Manager and Opening date and time for : 19 October 2005 at 12.00 noon Underwriter for the Preferential Underwriter for the Preferential the ATM Offering Offering and the Private Placement Offering and the Private Placement Closing date and time for : 25 October 2005 at 12.00 noon (subject to Lead Manager and the ATM Offering early closure, at the discretion of DBS Underwriter for the ATM Offering Bank Ltd (in consultation with the Manager (as defi ned herein)), in the event that the New Units under the ATM Offering are fully taken up earlier) This overview section is qualifi ed in its entirety by, and should be read in conjunction with, the full text of this Circular. Meanings of capitalised terms may be found in the Glossary of this Circular. OVERVIEW OFFER AND PLACEMENT OF 173,400,000 NEW UNITS IN CAPITAMALL TRUST At the Extraordinary General Meeting (the “EGM”) of Unitholders of CMT held on 6 October 2005, resolutions relating to, inter alia, the acquisition of Parco Bugis Junction, as well as the plant and equipment located at the property and certain fi xed assets (together, the “Target Property”), by CMT and the Equity Fund Raising in connection therewith, as set out in the Notice of EGM dated 16 September 2005, were duly passed. Accordingly, the Manager proposes to issue 173,400,000 New Units for offer and placement to existing Unitholders and new investors so as to raise gross proceeds of approximately S$405.9 million in order to, inter alia: - part fi nance the acquisition of the Target Property; - part refi nance the bridge loans taken to fi nance the acquisitions of Hougang Plaza Units and Sembawang Shopping Centre; and - part fi nance the acquisition of Jurong Entertainment Centre (details of which are set out herein). EQUITY FUND RAISING Existing Unitholders and new investors can participate in the Equity Fund Raising through the following ways: THE PREFERENTIAL OFFERING Relevant Singapore Registered Unitholders are eligible to participate in the Preferential Offering of 77,628,981 New Units on a non-renounceable basis of 1 New Unit for every 10 of the Existing Units held as at 14 October 2005, 5.00 p.m. (fractions of a Unit to be disregarded) and subject to the Rounding Mechanism (as defi ned herein). The Preferential Offering Issue Price is S$2.33 per New Unit. Provisional allocations of New Units may be accepted through: (1) the ATMs of DBS Bank Ltd (including POSB), OCBC Bank and UOB Group using cash; or (2) Acceptance Forms accompanied by cashier’s orders or banker’s drafts. Relevant Singapore Registered Unitholders who have subscribed for or purchased Units under the CPF Investment Scheme and/or SRS can only accept their provisional allocations of New Units by instructing the relevant banks in which they hold their CPF Investment Scheme accounts and/or SRS accounts to subscribe for New Units on their behalf. THE ATM OFFERING Retail investors in Singapore can subscribe for 25,500,000 New Units offered on a “fi rst-come, fi rst-served” basis through the ATMs of DBS Bank Ltd (including POSB) at the ATM and Placement Issue Price of S$2.35 per New Unit. THE PRIVATE PLACEMENT Retail and institutional investors can subscribe for 70,271,019 New Units under the Private Placement at the ATM and Placement Issue Price of S$2.35 per Unit. UNLOCKING THE VALUE OF CERTAIN PREMISES LEASED BY SEIYU SINGAPORE On 17 October 2005, CMT entered into an Agreement to Surrender with, inter alia, Seiyu (Singapore) Private Limited (“Seiyu Singapore”) in respect of: (i) the surrender by Seiyu Singapore to CMT of the Surrender Premises which comprise mainly basement one and part of the fi rst storey of Parco Bugis Junction; and (ii) the novation by Seiyu Singapore to CMT of the existing tenancy and license agreements at the Surrender Premises (collectively, the “Seiyu Transaction”). FORECAST AND FORECAST AND PROJECTED YIELD2 DPU AND DISTRIBUTION YIELD PROJECTED DPU1 (CENTS) (INCLUDING THE SEIYU TRANSACTION) FORECASTS AND PROJECTIONS Based on the assumptions set out in Annexure A 11.04 10.88 0.16 4.70% of this Circular, the distribution per Unit (“DPU”) 10.81 under both the Original Forecast and Projection, 0.17 0.17 0.17 and the Updated Forecast and Projection, as 10.64 0.21 0.21 well as the resultant distribution yield of the 0.43 0.43 Including the Seiyu 4.60% Transaction New Units at the ATM and Placement Issue Price 0.30 0.30 based on the Updated Forecast and Projection, Including the New Properties are shown on the right. 10.28 10.28 10.13 10.13 Including the Target Property Existing Original Updated Original Updated Properties Forecast Period Projection Year (1 November to (Financial year ending Forecast Period Projection Year 31 December 2005) 31 December 2006) (1 November to (Financial year ending (Annualised) 31 December 2005) 31 December 2006) (Annualised) 1. Based on the forecasts and projections, together with the accompanying assumptions, in this Circular. 2. Based on the Updated Forecast and Projection, together with the accompanying assumptions, in this Circular, and the ATM and Placement Issue Price of S$2.35 per New Unit. NOTICE TO UNITHOLDERS AND INVESTORS No person has been authorised to give any information or make any representations other than those contained in this Circular in connection with the Equity Fund Raising and, if given or made, such information or representations must not be relied upon as having been authorised by CMT, CapitaMall Trust Management Limited (in its capacity as manager of CMT) (the “Manager”), HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of CMT) (the “Trustee”), DBS Bank Ltd (“DBS Bank”) or UBS AG, acting through its business group, UBS Investment Bank (“UBS”) (and UBS together with DBS Bank, the “Joint Lead Managers and Underwriters”). Save as expressly stated in this Circular, nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of CMT or the Manager. Neither the delivery of this Circular nor the issue of the New Units shall, under any circumstances, constitute a representation, or give rise to any implication, that there has been no material change in the affairs of CMT or in any of the information contained herein since the date of this Circular. Where such changes occur after the date of this Circular and are material and required to be disclosed by law and/or the SGX-ST, the Manager will announce such changes to the SGX-ST. All Unitholders and investors should take note of any such announcement and, upon the release of such announcement, shall be deemed to have notice of such changes.
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