CapitaLand Mall Trust (SGX:C38U) entered into an implementation agreement to acquire CapitaLand Commercial Trust (SGX:C61U) from a group of shareholders for SGD 8.2 billion on January 22, 2020. The consideration for each CapitaLand Commercial Trust (CCT) Unit comprises 0.72 new units in CapitaLand Mall Trust (CMT) and SGD 0.259 in cash. The CMT Manager intends to finance the cash component of CMT's share of the Total Transaction Outlay, including the Cash Consideration. Sufficient financial resources are available to CMT to satisfy in full the aggregate Cash Consideration. Following the transaction, it is intended that the merged entity will be renamed as CapitaLand Integrated Commercial Trust. CCT will become a wholly owned sub-trust of CMT and will be delisted from the Singapore Exchange. Following the Proposed Merger, CapitaLand Limited will retain its sponsor stake of approximately 28.9% in the merged entity. The Parties have agreed to certain matters in relation to the payment of an amount up to SGD 30.2 million, being approximately 0.4% of the aggregate scheme consideration as the termination fee.

The transaction is subject to unitholders' approval in an extraordinary general meeting on September 29, 2020 wherein not less than 75% of the total number of votes held by the CCT Unitholders present and voting either in person or by proxy to amend the CCT Trust Deed to include provisions for the implementation of the Trust Scheme. An extraordinary general meeting of CMT will also be convened to seek the approval of the CMT Unitholders, regulatory approvals including approvals from the Securities Industry Council and the Monetary Authority of Singapore, tax approvals from the Inland Revenue Authority of Singapore, the approval-in-principle from the SGX-ST for the CMT circular, the scheme document, the proposed delisting of CCT from the SGX-ST after the Trust Scheme becomes effective and binding in accordance with its terms and the listing and quotation of the Consideration Units, the grant of the Trust Scheme Court Order by the Court, third party approval where third party means certain financial institutions which have extended banking or credit facilities to any CCT Group Entity or have entered into derivative arrangements with any CCT Group Entity or otherwise have financial arrangements with any CCT Group Entity, waiver from the SGX-ST of stock exchange to comply with Rule 1309(1)(b) of the Listing Manual, which requires a cash alternative be offered as a default alternative for delisting. As of May 6, 2020, EGM and the Trust Scheme Meeting in relation to the proposed Merger will not be held by May 2020 as communicated earlier. As of September 29, 2020, Transaction has been approved by unitholders of CapitaLand Mall Trust. 99.89% of unitholders of CapitaLand Commercial Trust voted in favour of transaction. 99.88% unithoders of CapitaLand Mall Trust voted in favour to approve proposed allotment and issuance of units of CapitaLand Mall Trust to the holders of units in CapitaLand Commercial Trust as part of the consideration.

An approval in-principle has been obtained on August 28, 2020 from Singapore Exchange Securities Trading Limited for the listing of, and dealing in and quotation on the Main Board of the SGX-ST of up to 2,780.6 million new units of CMT (“CMT Units”) to be issued as part consideration for the Merger. The CMT IFA advises that the CMT Independent Directors may recommend that the independent CMT Unitholders vote in favour of the Merger. CMT Directors hereby recommend that CMT Unitholders vote in favour of the merger. The transaction is approved by the shareholders of CapitaLand Commercial Trust in the trust scheme meeting held on September 29, 2020. Expected date of delisting of CCT is November 3, 2020. The proposed merger will be distribution per unit accretive for both CMT and CCT unit holders. The merger is DPU and NAV per unit accretive to CMT Unitholders on a pro forma basis. The proposed merger is expected to be completed before the end of 2Q 2020. The long stop date under the implementation agreement remains at September 30, 2020. The parties have on September 3, 2020 entered into a supplemental agreement to amend the implementation agreement to extend the long stop date to November 30, 2020. Expected effective date of the trust scheme is October 21, 2020.

J.P. Morgan (S.E.A.) Limited and ANZ Singapore Limited acted as financial advisors to CMT, Credit Suisse (Singapore) Limited and Deloitte & Touche Corporate Finance Pte Ltd acted as financial advisors to CCT. PricewaterhouseCoopers LLP acted as auditor to CMT and Ernst & Young Solutions LLP acted as auditor to CCT. WongPartnership LLP acted as legal advisor to CCT and Allen & Gledhill LLP acted as legal advisor to CMT. Boardroom Corporate & Advisory Services Pte. Ltd. acted as Unit Registrar and Unit Transfer Office for CMT and CCT.

CapitaLand Mall Trust (SGX:C38U) completed the acquisition of CapitaLand Commercial Trust (SGX:C61U) from a group of shareholders on October 20, 2020. CapitaLand Mall Trust Manager notified the Monetary Authority of Singapore in writing of the grant of the court order sanctioning the Trust Scheme and the expected date for the payment of the Scheme Consideration is October 28, 2020. Expected date of delisting of CapitaLand Commercial Trust and renaming of CMT to CapitaLand Integrated Commercial Trust is November 3, 2020.