Memorandum of General Agreement with Trevose Crescent Development Pte Ltd
The Directors of City Developments Limited (the "Company" or "CDL") wish to announce that CDL, TID Pte. Ltd. (formerly known as Trade and Industrial Development Pte Ltd) ("TID"), an interested person of the Company within the meaning of Rule 904(4) of the Listing Manual of Singapore Exchange Limited ("SGX"), and Trevose Crescent Development Pte Ltd ("Trevose Crescent"), a 50:50 joint venture company between CDL and TID, has entered into a Memorandum of General Agreement to use Trevose Crescent as the vehicle to acquire, develop and deal with certain properties along Mount Emily Road ("Mount Emily Property") which include the property sold by way of tender by Oversea-Chinese Banking Corporation Limited. The aggregate purchase consideration for the Mount Emily Property is S$87,826,000.00.
CDL's joint venture arrangement, through Trevose Crescent, with TID allows CDL to share the investment involved in the acquisition, development and dealing of the Mount Emily Property. The rights and obligations of CDL and TID in Trevose Crescent with respect to the Mount Emily Property will continue to remain on a 50:50 basis and the terms and conditions with respect to the joint venture relating to the Mount Emily Property will be substantially similar to the existing joint venture agreement between CDL, TID and Trevose Crescent dated 14 December 1996.
The Audit Committee of CDL has reviewed the transaction and is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the Company and its minority shareholders.
Hong Leong Holdings Limited ("HLH") is the holding company of TID and is also a controlling shareholder of CDL. Hong Leong Investment Holdings Pte. Ltd. ("HLIH"), a controlling shareholder of CDL, is also the holding company of HLH. The Directors of CDL consider HLIH to be CDL's immediate and ultimate holding company.
Pursuant to Rule 905(2) of the Listing Manual of SGX, the value of the aforesaid transaction when aggregated with all transactions entered into with HLIH Group to-date (excluding transactions less than S$100,000.00) in the financial year ending 31 December 2003 is S$117,439,867.40. The total value of all interested person transactions, including the abovementioned transaction entered into with the HLIH Group to-date, for the financial year ending 31 December 2003 is S$121,452,567.40.
The following Directors of CDL are also Directors of the respective companies specified :
- Messrs Kwek Leng Beng and Kwek Leng Peck are directors of TID;
- Messrs Kwek Leng Beng, Mr Kwek Leng Joo, Mr Kwek Leng Peck, Mr Chow Chiok Hock and
Mr Ong Pang Boon are directors of HLH; and
- Messrs Kwek Leng Beng, Kwek Leng Joo and Kwek Leng Peck are directors of HLIH.
The following Directors of CDL also have shareholding interests in the respective companies specified below:
- Messrs Kwek Leng Beng, Kwek Leng Joo, Kwek Leng Peck, Tan I Tong and Chow Chiok
Hock have shareholding interests in HLH; and
- Messrs Kwek Leng Beng, Kwek Leng Joo and Kwek Leng Peck have shareholding interests in HLIH.
Save as disclosed herein, none of the directors of CDL has any interest, direct or indirect in the aforesaid transaction.
BY ORDER OF THE BOARD
ENID LING PEEK FONG
Company Secretary
22 December 2003
Submitted by Enid Ling Peek Fong, Company Secretary on 22/12/2003 to the SGX