News

Sale and purchase agreement relating to Siam Holdings Ltd

Back27 Jun 2003

The Board of Directors of CapitaLand Limited (CapitaLand) wishes to announce that its wholly-owned subsidiary, CapitaLand Commercial Limited (CCL), has today entered into a sale and purchase agreement (the Agreement) with The Ascott Holdings Limited (TAHL) to transfer its 500,000 ordinary shares of S$1.00 each in the capital of Siam Holdings Ltd (Siam Holdings), representing the entire issued ordinary share capital of Siam Holdings, to TAHL (the Transaction). TAHL is a wholly-owned subsidiary of The Ascott Group Limited (Ascott), in which CapitaLand in turn has a 68.9% interest.

The consideration of S$1.00, to be satisfied in cash, was arrived at on a willing buyer-willing seller basis.

Siam Holdings is a company incorporated in Singapore and has a 30% interest in Sathorn Supsin Company Limited (SSC), a company organised and existing under the laws of Thailand. The other main shareholders in SSC are Golden Land Property Development Public Company Limited and Merit Holdings (1989) Co., Ltd. Siam Holdings has a negative net book value of approximately S$9.82 million as at 31 December 2002 (based on its audited financial statements for the financial year ended 31 December 2002), which includes a sum of approximately S$10.62 million being shareholders loans (Shareholders Loans) granted by CCL to Siam Holdings. CCL will waive the Shareholders Loans upon completion of the Transaction.

SSC owns and is the developer of a leasehold property known as Piraya Tower at 187 South Sathorn Road, Sathorn District Bangkok Metropolis, Thailand (the Property). The original intention of CCL was to develop the Property into an office tower. CCL has taken the view that this is no longer financially viable. The Transaction is in line with CCLs strategy to divest its non-core assets.

Completion of the Transaction is expected to take place on 1 July 2003. Upon completion, CapitaLands indirect effective interest in Siam Holdings will be reduced from 100%, through its interest in CCL, to 68.9%, through its interest in Ascott. Siam Holdings will then become an indirect wholly-owned subsidiary of Ascott.

The Transaction is not expected to have any material impact on the net tangible assets or earnings per share of the CapitaLand Group for the current financial year ending 31 December 2003.

Mr Lim Chin Beng, a Director of CapitaLand, is also the Chairman of Ascott. Mr Liew Mun Leong, the President and Chief Executive Officer of CapitaLand, is also the Deputy Chairman of Ascott and Chairman of CCL. Mr Richard E Hale, a Director of CapitaLand, is also a Director of Ascott. Mr Kee Teck Koon, the Chief Executive Officer and Director of CCL, is also a Director of Ascott. Mr Eugene Paul Lai Chin Look, the Chief Executive Officer of Ascott, is also an executive officer of CapitaLand. Mr Lui Chong Chee, the Chief Financial Officer of CapitaLand, is also the Alternate Director to Mr Liew Mun Leong on the Board of Ascott, and a Director of CCL.

Save as disclosed above, none of the Directors or controlling shareholders of CapitaLand has any interest, direct or indirect, in the Transaction described above.

A copy of the Agreement is available for inspection during normal business hours at the registered office of CapitaLand at 168 Robinson Road, #30-01 Capital Tower, Singapore 068912, for a period of three months from the date hereof.