CapitaLand Mall Trust and CapitaLand Commercial Trust unitholders vote in favour of proposed merger

UNITHOLDERS of CapitaLand Mall Trust (CMT) and CapitaLand Commercial Trust (CCT) on Tuesday voted "resoundingly" in favour of the proposed merger of CMT and CCT to form a new real estate investment trust (Reit), though CCT unitholders had lower percentage approvals than CMT unitholders.

In a joint statement, the managers said more than 3,000 unitholders voted by proxy at CMT's extraordinary general meeting (EGM) and CCT's EGM and trust scheme meeting held via electronic means. All five resolutions at the three meetings were duly passed and well supported.

At CMT's EGM, about 98.89 per cent of the total number of votes were in favour of the proposed merger by way of the trust scheme, while about 98.88 per cent of total votes were in favour of the issuance of new CMT units as part of the scheme consideration for the merger.

Pyramex Investments, Albert Complex, Premier Healthcare Services International, CMT Management and their associates abstained from voting on these resolutions.

The managers said for "purposes of good corporate governance", Jason Leow, concurrently the president of CapitaLand Singapore and International of CapitaLand Group; and Jonathan Yap, concurrently the president of CapitaLand Financial of CapitaLand Group and a director of CCT Management, also abstained from voting on these resolutions.

At CCT's trust scheme meeting, the resolution on the merger by way of the trust scheme received about 90.31 per cent approval by headcount, representing about 98.23 per cent in value of the total number of CCT units held by unitholders who voted.

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The CCT manager, the CMT manager's concert parties, as well as the common substantial unitholders of CMT and CCT abstained from voting on the trust scheme resolution.

The resolution on CMT and CCT's trust deed amendments were approved with approximately 99.75 per cent and 96.04 per cent of the total number of votes respectively.

Under the trust Scheme, CMT will be acquiring all the units in CCT held by CCT unitholders in exchange for a combination of new units in CMT and cash. The consideration for each CCT unit under the trust scheme comprises 0.720 new CMT units and S$0.2590 in cash.

The merged entity is expected to be one of the largest Reits in the Asia-Pacific and the largest in Singapore by market capitalisation (S$12.7 billion) and total portfolio property value (S$22.4 billion).

Named CapitaLand Integrated Commercial Trust (CICT), it is also expected to be the largest proxy for Singapore commercial real estate with a diversified portfolio of 24 "strategically-located and high-quality" retail, office and integrated developments in Singapore and overseas, said the managers.

Subject to obtaining the necessary approvals, the merger is expected to become effective on Oct 21. CCT's last day of trading is expected to be on Oct 16.

CCT and CMT shares were last at S$1.69 and S$1.99 respectively on Monday before a trading halt was called.