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Changes In Capital Of Subsidiary, CapitaLand Commercial Limited

BackApr 19, 2004

The Board of Directors of CapitaLand Limited ("CapitaLand") wishes to announce that the issued and paid-up capital of its wholly owned subsidiary, CapitaLand Commercial Limited (the "Company"), has been reduced (the "Capital Reduction") from S$1,816,031,127 divided into 1,816,031,127 ordinary shares of S$1 each to S$816,184,882 divided into 816,184,882 ordinary shares of S$1 each, by the cancellation of:

(a) 500,000,000 of the said ordinary shares constituting part of the total issued and fully paid-up share capital of the Company and which had been allotted and issued to CapitaLand on 15 March 2004 by the Company pursuant to the redemption by the Company of 500,000 redeemable convertible non-cumulative preference shares of par value S$1 each in the capital of the Company, and the sum of S$500,000,000 arising from such reduction of the share capital has been returned in cash to CapitaLand; and

(b) 499,846,245 of the said ordinary shares constituting part of the total issued and fully paid-up share capital of the Company, and the sum of S$499,846,245 arising from such reduction of the share capital has been applied in the following manner:

(i) as to the sum of S$91,115,325, by the distribution in specie in the form of 51,829,760 units fully paid-up in the new property trust known as CapitaCommercial Trust to be listed on Singapore Exchange Securities Trading Limited by way of an introduction sponsored by CapitaLand; and

(ii) as to the balance sum of S$408,730,920, by the return in cash to CapitaLand.

The Capital Reduction was confirmed by the High Court of the Republic of Singapore on 14 April 2004. A copy of the Order of Court confirming the Capital Reduction was lodged with the Accounting & Corporate Regulatory Authority on 19 April 2004.

CapitaLand's interest in the Company remains unchanged at 100 per cent. following the Capital Reduction.

The Capital Reduction is not expected to have any material impact on the net tangible assets or earnings per share of the CapitaLand group for the financial year ending 31 December 2004.

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. CapitaLand 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 CapitaLand 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.

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In particular, the units of CapitaLand Commercial Trust have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act. The units of CapitaLand Commercial Trust are only being offered outside the United States in reliance on Regulation S under the U.S. Securities Act or otherwise pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.

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