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Transfer Of Interest In 6 Battery Road And Changes Of Interests In CapitaCommercial Trust

BackMar 01, 2004

The Board of Directors (the "Board") of CapitaLand Limited ("CapitaLand") refers to its announcement dated 6 February 2004 (the "6 February Announcement") in relation to, inter alia, the establishment of a new real estate investment trust known as CapitaCommercial Trust ("CCT") by CapitaLand and its announcement dated 23 February 2004 (the "23 February Announcement") in relation to, inter alia, the transfer of all the shares (the "Share Transfers") in the capital of the Property Companies (as defined in the 23 February Announcement) to BTSL (as defined below), as trustee of CCT.

Further to the 6 February Announcement and the 23 February Announcement, the Board wishes to announce the following:

1. Transfer of 6 Battery Road In connection with the establishment of CCT, the property known as 6 Battery Road ("Six Battery Road") has today been transferred (the "Transfer") from Clover Properties Pte Ltd (a wholly-owned indirect subsidiary of CapitaLand and hereinafter referred to as "CPPL") to Bermuda Trust (Singapore) Limited ("BTSL"), as trustee of CCT, pursuant to a property purchase agreement dated 1 March 2004 and entered into between CPPL and BTSL.

The aggregate consideration payable by BTSL (as trustee of CCT) for the Transfer amounted to S$675.2 million (the "Consideration") of which S$95,200,000 was satisfied today by the issue to CPPL of 54,153,274 new units in CCT ("Units") and the balance sum of S$580,000,000 is to be paid in cash by BTSL (as trustee of CCT) to CPPL on 16 March 2004.

The Consideration was based on an open market valuation of Six Battery Road of S$675.2 million ascribed to the same pursuant to an appraisal, prepared as at 31 December 2003 and conducted by Knight Frank Pte Ltd. The appraisal was commissioned by CapitaCommercial Trust Management Limited ("CCTML") (as manager of CCT) and BTSL (as trustee of CCT).

2. SBR Private Limited

SBR Private Limited ("SBR") (a wholly-owned indirect subsidiary of CapitaLand) had on 23 February 2004, entered into subscription agreements with CCTML (as manager of CCT), pursuant to which SBR has paid to CCTML an aggregate subscription amount of S$36,204,000 (the "Subscription Amount") and CCTML (as manager of CCT) has issued to SBR an aggregate of 20,594,172 Units (the "Subscription").

The Subscription Amount was arrived at after taking into account the net book value of the Properties (as defined in the 6 February Announcement) to be held by CCT of S$1,475.1 million (before taking into account expenses relating to the establishment of CCT and the issue of the Units). The net book value was arrived at by deducting net liabilities from the independently appraised value of the Properties. The appraisal of the Properties was commissioned by CCTML (as manager of CCT) and BTSL (as trustee of CCT) and was conducted and prepared as at 31 December 2003 by Knight Frank Pte Ltd.

Following the Share Transfers, the CapitaLand group held an aggregate of 764,369,254 Units.

Following the completion of the Transfer and the Subscription, the CapitaLand group now holds, as at the date hereof, an aggregate of 839,116,700 Units, representing 100 per cent. of the Units in CCT following the issue of 54,153,274 and 20,594,172 new Units pursuant to the Transfer and the Subscription.

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