CapitaLand Integrated Commercial Trust Management Limited, in its capacity as manager of CapitaLand Integrated Commercial Trust ("CICT", and the manager of CICT, the "Manager"), announced that Horizon Commercial Trustee Pte. Ltd., in its capacity as trustee of Horizon Commercial Trust (a wholly owned sub-trust of CICT) (the " Commercial SPV"), and Horizon Residential Pte. Ltd. (the " Residential SPV"), which is held 50:50 by its shareholders comprising CapitaLand Group Pte.
Ltd. (or its wholly owned subsidiary) ("CLG") and a consortium led by UOL Group Limited, have entered into the Joint Development Deed in relation to the development of the mixed-use commercial and residential site at Hougang Central (the "Hougang Central Site"). The Joint Development Deed sets out the responsibilities of the Commercial SPV and the Residential SPV in relation to the Joint Development, including their respective interest in the development and agreements on development costs. (the " Listing Manual"), CLG (being wholly owned by a "controlling unitholder" of CICT and a "controlling shareholder" of the Manager) and the Residential SPV (being a subsidiary of CLG) are each an " interested person" of CICT.
Therefore, the Joint Development Deed constitutes an " interested person transaction" under Chapter 9 of the Listing Manual. As at the date of this Announcement, the value of all interested person transactions as aggregated under Rule 905 of the Listing Manual) entered into between (1) CICT and (2) Temasek and its subsidiaries and associates during the course of the current financial year (including the Joint Development but excluding any transactions with a value of less than S$100,000) amounts to approximately S$998.7 million which is equivalent to approximately 6.4% of the latest audited net tangible assets of CICT as at 31 December 2024. The aggregate value is more than the 3% threshold set out in Rule 905 of the Listed Manual.
Moreover, the Joint Development falls within the exception under Rule 916(2) of the Listing Manual and is therefore not the subject of aggregation pursuant to Rule 906 of the Listing Manual. as the Joint Development involves a government land tender site, CLG and the Residential SPV (being, the interested persons) do not have an existing equity interest in the joint venture prior to the participation of CICT in the joint venture. Accordingly, the Joint Development is not subject to unitholders' approval pursuant to Rule 906(1) of the Listing Manual.
The value of all interested person transactions (as aggregated under Rule 905 the Listing Manual) entered in during the course of the current Financial year up to the date of this Announcement between CICT and all interested persons (including Temasek, its subsidiaries and associates) (excluding the Joint Development and any transactions with a value ofless than S$100,000") is approximately S$0.0 million. The audit and risk committee of the Manager (the " Audit and Risk Committee") has considered the terms of the Joint Development and is of the view that the risks and rewards of the Joint Development are in proportion to the equity of each joint venture partner and the terms of the Joint Development are noticial to the interests of CICT and its minority unitholders ("Unitholders").
