CIRCULAR DATED 22 MARCH 2023
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
This circular dated 22 March 2023 ("Circular") is issued by CapitaLand Integrated Commercial Trust Management Limited, in its capacity as manager of CapitaLand Integrated Commercial Trust ("CICT" and the manager of CICT, the "Manager"). 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.
If you have sold or transferred all your units in CICT ("Units"), you should immediately forward this Circular, together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form in this Circular, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This Circular (together with the Notice of Extraordinary General Meeting and the accompanying Proxy Form) may also be accessed at CICT's website, www.cict.com.sg, and on the website of the SGX-ST at https://www.sgx.com/ securities/company-announcements.
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. Any proposed issue of new Units described in this Circular have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction, and the Units may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Any public offering of securities of CICT in the United States would be made by means of a prospectus that would contain detailed information about CICT and the Manager, as well as financial statements. The Manager does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
(Constituted in the Republic of Singapore pursuant to a trust deed dated 29 October 2001 (as amended))
Managed by
CAPITALAND INTEGRATED COMMERCIAL TRUST
MANAGEMENT LIMITED
(Company Registration No. 200106159R)
CIRCULAR TO UNITHOLDERS IN RELATION TO:
THE PROPOSED ENTRY INTO THE NEW SINGAPORE
PROPERTY MANAGEMENT AGREEMENT (AS DEFINED HEREIN),
AS AN INTERESTED PERSON TRANSACTION
Ernst & Young Corporate Finance Pte Ltd
(Incorporated in the Republic of Singapore)
(Company Registration No. 199702967E)
Independent Financial Adviser appointed pursuant to Rule 921(4) of the Listing Manual as well as to advise the Independent Directors, the Audit Committee and the Trustee (each as defined herein)
IMPORTANT DATES AND TIMES FOR UNITHOLDERS
EXTRAORDINARY GENERAL MEETING
Latest date and time for lodgement of the Proxy Form | : | Monday, 17 April 2023 at 4.30 p.m. (Singapore Time) |
Date and time of the Extraordinary General Meeting ("EGM") | : | Wednesday, 19 April 2023 at 4.30 p.m. (Singapore Time) |
held at the physical location below | (or as soon thereafter as the annual general meeting of | |
CICT ("AGM") to be held at 2.30 p.m. on the same day | ||
is concluded or adjourned) | ||
Physical location of the EGM | : | Padang & Collyer Ballroom, Level 4, Raffles City |
Convention Centre, 80 Bras Basah Road, Singapore | ||
189560 |
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TABLE OF CONTENTS | |
Contents | Page |
CORPORATE INFORMATION . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 |
IMPORTANT NOTICE | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 |
SUMMARY | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 |
INDICATIVE TIMETABLE | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 |
1. INTRODUCTION | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 |
2. THE PROPOSED ENTRY INTO THE NEW SINGAPORE PROPERTY
MANAGEMENT AGREEMENT | 9 |
3. RATIONALE AND KEY BENEFITS OF THE PROPOSED ENTRY INTO THE NEW
SINGAPORE PROPERTY MANAGEMENT AGREEMENT | 19 | |
4. | INTERESTED PERSON TRANSACTION | 21 |
5. | ADVICE OF THE IFA | 23 |
6. | RECOMMENDATION | 24 |
7. | INTERESTS OF THE DIRECTORS AND SUBSTANTIAL UNITHOLDERS | 24 |
8. | EXTRAORDINARY GENERAL MEETING | 26 |
9. | ABSTENTIONS FROM VOTING | 27 |
10. | ACTIONS TO BE TAKEN BY UNITHOLDERS | 27 |
11. | DIRECTORS' RESPONSIBILITY STATEMENT | 31 |
12. | CONSENTS | 31 |
13. | DOCUMENTS AVAILABLE FOR INSPECTION | 31 |
GLOSSARY | 32 | |
Appendix A Summary of key terms and key updates in the New Singapore | ||
Property Management Agreement | A-1 | |
Appendix B Letter from the IFA | B-1 | |
Appendix C Relationship between New Property Managers and CICT | C-1 | |
NOTICE OF EGM | D-1 | |
PROXY FORM |
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CORPORATE INFORMATION
Manager of CICT | : | CapitaLand Integrated Commercial Trust |
Management Limited | ||
168 Robinson Road | ||
#30-01 Capital Tower | ||
Singapore 068912 | ||
Directors of the Manager | : Ms Teo Swee Lian | |
(Chairman and Non-Executive Independent | ||
Director) | ||
Mr Tony Tan Tee Hieong | ||
(Chief Executive Officer and Executive | ||
Non-Independent Director) | ||
Mrs Quek Bin Hwee | ||
(Non-Executive Independent Director) | ||
Mr Leo Mun Wai | ||
(Non-Executive Independent Director) | ||
Ms Jeann Low Ngiap Jong | ||
(Non-Executive Independent Director) | ||
Mr Stephen Lim Beng Lin | ||
(Non-Executive Independent Director) | ||
Mr Tan Boon Khai | ||
(Non-Executive Independent Director) | ||
Mr Jonathan Yap Neng Tong | ||
(Non-ExecutiveNon-Independent Director) | ||
Ms Janine Gui Siew Kheng | ||
(Non-ExecutiveNon-Independent Director) | ||
Trustee of CICT (the "Trustee") | : | HSBC Institutional Trust Services |
(Singapore) Limited | ||
10 Marina Boulevard | ||
#48-01 Marina Bay Financial Centre Tower 2 | ||
Singapore 018983 | ||
Independent Financial Adviser to | : Ernst & Young Corporate Finance Pte Ltd | |
the Audit Committee and independent | One Raffles Quay | |
directors of the Manager ("Independent | North Tower, Level 18 | |
Directors") and the Trustee (the "IFA") | Singapore 048583 | |
Legal Adviser to the Manager | : Allen & Gledhill LLP | |
One Marina Boulevard #28-00 | ||
Singapore 018989 |
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Legal Adviser to the Trustee | : Shook Lin & Bok LLP |
1 Robinson Road #18-00 AIA Tower | |
Singapore 048542 | |
Unit Registrar and Unit Transfer Office | : Boardroom Corporate & Advisory Services |
Pte. Ltd. (a member of Boardroom Limited) | |
1 Harbourfront Avenue | |
Keppel Bay Tower #14-07 | |
Singapore 098632 |
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CapitaLand Integrated Commercial Trust published this content on 21 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2023 22:40:07 UTC.