The Board of Directors (the "Board") of CapitaLand Limited (the "Company" or "CapitaLand") refers to the announcement dated 6 February 2004 entitled "The Establishment of CapitaCommercial Trust and the Distribution In Specie of Units in CapitaCommercial Trust to Shareholders" and its circular to Shareholders dated 16 March 2004 ("Circular"). Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the Circular despatched to Shareholders.
Notice of Books Closure
NOTICE IS HEREBY GIVEN that the Transfer Books and the Register of Members of the Company will be closed at 5.00 p.m. on Thursday, 13 May 2004 ("Books Closure Date") for the purposes of determining Shareholders' entitlements to the Distribution In Specie of one CCT Unit for every five Shares, with any fraction of a CCT Unit arising from the Distribution In Specie to be disregarded. Duly completed and stamped transfers in respect of Shares not registered in the name of The Central Depository (Pte) Limited ("CDP"), together with all relevant documents of title thereto, received by the Company's Share Registrar, Lim Associates (Pte) Ltd, 10 Collyer Quay, #19-08 Ocean Building, Singapore 049315, up to 5.00 p.m. on Thursday, 13 May 2004 will be registered to determine Shareholders' entitlements to the Distribution In Specie. Shareholders (being Depositors) whose Securities Accounts with CDP are credited with Shares as at 5.00 p.m. on Thursday, 13 May 2004 will be entitled to the Distribution In Specie.
Entitlements of Shareholders to the CCT Units
Pursuant to the Capital Reduction and the Distribution In Specie, Shareholders will receive one CCT Unit for every five Shares held as at the Books Closure Date, with any fraction of a CCT Unit arising from the Distribution In Specie to be disregarded. For example, for every 1,000 Shares held by a Shareholder as at the Books Closure Date, that Shareholder will receive 200 CCT Units.
Scripless Shares
In the case of Shareholders being Depositors, entitlements to the CCT Units will be determined on the basis of the number of Shares standing to the credit of their respective Securities Accounts as at the Books Closure Date. Following the Books Closure Date, CDP will credit their Securities Accounts with the relevant number of CCT Units and will send each such Depositor a notification letter confirming the number of CCT Units that has been credited to his Securities Account.
Scrip Shares
In the case of Shareholders not being Depositors, entitlements to the CCT Units will be determined on the basis of their holdings of Shares appearing in the Register of Members of the Company as at the Books Closure Date. Shareholders not being Depositors who have not already done so, are requested to take the necessary action to ensure that the Shares owned by them are registered in their names or in the names of their nominees by the Books Closure Date.
Shareholders not being Depositors should note that as neither the Company nor its Share Registrar, Lim Associates (Pte) Ltd, has any record of any securities account that such Shareholders may have with CDP, their entitlements to the CCT Units will not be deposited with CDP. Instead, the names of each Shareholder not being a Depositor as well as the relevant number of CCT Units held by each Shareholder not being a Depositor will be entered into CCT's Register of Unitholders maintained by the Trustee and such entries in the Register of Unitholders shall be conclusive evidence of the number of CCT Units held by such Shareholder. Shareholders not being Depositors should also note that they will not be able to trade in such CCT Units on the SGX-ST. Details on how to deposit the CCT Units with CDP or otherwise deal with the CCT Units will be set out in a letter issued by the Company to be despatched to all Shareholders not being Depositors in due course.
CPF Funded Shareholders
In the case of Shareholders who have purchased Shares using their CPF funds, entitlements to the CCT Units will be determined on the basis of the number of Shares standing to the credit of their respective Investment Accounts ("CPFIA") as at the Books Closure Date. Following the Books Closure Date, CDP will credit their CPFIAs with the relevant number of CCT Units and will send each such Shareholder a notification letter confirming the number of CCT Units that has been credited to his CPFIA.
Timetable
The following is a timetable setting out the relevant dates and times leading to the commencement of trading of the CCT Units on the Main Board of the SGX-ST:
EVENT |
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DATE |
Last day for trading CapitaLand shares cum Distribution In Specie
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:
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Monday, 10 May 2004
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Date and time of commencement for trading CapitaLand shares ex-Distribution In Specie
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:
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Tuesday, 11 May 2004 at 9.00 a.m.
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Date and time of commencement for trading of the CCT Units on a "when issued" basis (1)
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:
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Tuesday, 11 May 2004 at 9.00 a.m.
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Books Closure Date
|
:
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Thursday, 13 May 2004 at 5.00 p.m.
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Effective Date of the Capital Reduction and the Distribution In Specie
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:
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Saturday, 15 May 2004
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Date of announcement of total number of CCT Units to be listed
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:
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Saturday, 15 May 2004
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Date and time of commencement for trading of the CCT Units on a "ready" basis (2)
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:
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Monday, 17 May 2004 at 9.00 a.m.
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Settlement date for all trades done on a "when issued" basis and for all trades done on a "ready" basis on Monday, 17 May 2004
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:
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Thursday, 20 May 2004
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Notes:
(1) All persons trading in the CCT Units on a "when issued" basis do so at their own risk. In particular, persons trading in the CCT Units before their Securities Accounts with CDP are credited with the relevant number of CCT Units do so at the risk of selling CCT Units which neither they nor their nominees, if applicable, have been allotted or are otherwise beneficially entitled to. Persons who have a net sell position traded on a "when issued" basis should close their position on or before the first day of "ready" basis trading.
(2) All persons trading in the CCT Units on a "when issued" basis should note that the trading and quotation of the CCT Units on a "ready" basis on the SGX-ST on the date above depends on the Capital Reduction and the Distribution In Specie becoming effective on the Effective Date. Investors should consult the announcement to be made by the SGX-ST on the "ready" trading date on the internet (at the SGX-ST website http://www.sgx.com) or enquire from their brokers the date on which trading on a "ready" basis will commence.
This announcement is not an offer of securities for sale in the United States. Securities may not be sold in the United States unless they are registered or are exempt from registration. The Company does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute these materials in certain jurisdictions