(Constituted in the Republic of Singapore pursuant to a trust deed dated 6 February 2004 (as amended))
ANNOUNCEMENT ADJUSTMENT TO THE CONVERSION PRICE OF S$225,000,000 2.7 PER CENT. CONVERTIBLE BONDS DUE 2015The Manager refers to the Convertible Bonds issued by CCT, acting through the CCT Trustee, and the announcement dated 20 January 2012 made by CCT in connection with an estimated Distribution of S$0.0375 per Unit in respect of the financial period from 1 July 2011 to 31 December 2011, to be paid to CCT Unitholders whose names appear in CCT's Register of Unitholders as at the Books Closure Date.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as defined in the Terms and Conditions.
The Terms and Conditions provide for adjustments to be made to the Conversion Price in the event a distribution attributable to one Unit that exceeds S$0.035 is paid or made to CCT Unitholders. Where such adjustment (rounded down to the nearest S$0.0001 if applicable) would be less than 1 per cent. of the Conversion Price, CCT need not make any adjustment to the Conversion Price. However, any adjustment not made, and any amount by which the Conversion Price has not been rounded down, shall be carried forward and taken into account in any subsequent adjustment.
The Manager is pleased to announce, based on the estimated Distribution of S$0.0375 per Unit and the formula set out in Condition 6.3 (i) of the Terms and Conditions that the indicative adjusted Conversion Price is S$ 1.2668 per Unit.
The adjustment to the Conversion Price will take effect on 29 February 2012, being the date which the Distribution will be paid to CCT Unitholders.
The estimated Distribution per Unit is computed on the basis that none of the Convertible Bonds or any of the other convertible bonds, notes or securities of CCT is converted into Units before the Books Closure Date. Accordingly, the actual quantum of the Distribution per Unit may differ from the above estimated Distribution per Unit if any of such conversion takes place before the Books Closure Date. The actual quantum of the Distribution per Unit will be announced as soon as possible after the Books Closure Date.
By Order of the Board
CAPITACOMMERCIAL TRUST MANAGEMENT LIMITED (as manager of CapitaCommercial Trust)
Company Registration No. 200309059W
Michelle Koh Company Secretary Singapore
20 January 2012
Definitions used in this announcement are set out below:
Books Closure Date 5.00 p.m. on Tuesday, 31 January 2012 CCT CapitaCommercial Trust CCT Trustee HSBC Institutional Trust Serivces (Singapore) Limited in its capacity as trustee of CCT CCT Unitholders Unitholders whose names appear in CCT's register of Unitholders Conversion Price Conversion price of the Convertible Bonds due 2015. The price at which the Units will be issued on conversion, as adjusted from time to time Convertible Bonds S$225.0 million 2.7 per cent. convertible bonds due 2015, announcedby the Manager on 17 March 2010
Distribution The distribution to be made by CCT in respect of the financial period
1 July 2011 to 31 December 2011 and announced on 20
January
2012
This announcement is for information only and does not
constitute an invitation or offer to acquire, purchase or
subscribe for Units and/or Convertible Bonds.
The Convertible Bonds and the Units to be issued upon
conversion of the Convertible Bonds have not been, and will
not be registered under the Securities Act and may not be
offered or sold within the United States, except pursuant to
an exemption from, or transactions not subject to, the
registration requirements of the Securities Act. This notice
is for information purposes only and does not constitute an
offer or sale of Convertible Bonds or Units to be issued upon
conversion of the Convertible Bonds in the United States or
any other jurisdiction. Neither this notice nor any portion
hereof may be sent or transmitted into the United States or
any jurisdiction where to do so is unlawful. Any failure to
comply with these restrictions may constitute a violation of
the United States securities law or the securities laws of
any such other jurisdiction.
This announcement may contain forward-looking statements that
involve risks and uncertainties. Actual future performance,
outcomes and results may differ materially from those
expressed in forward-looking statements as a result of a
number of risks, uncertainties and assumptions.
Representative examples of these factors include (without
limitation) general industry and economic conditions,
interest rate trends, cost of capital and capital
availability, competition from other companies and venues for
the sale or distribution of goods and services, shifts in
customer demands, customers and partners, changes in
operating expenses (including employee wages, benefits and
training costs), governmental and public policy changes and
the continued availability of financing in the amounts and
the terms necessary to support future business. Investors are
cautioned not to place undue reliance on these forwardlooking
statements, which are based on the Manager's current view on
future events.
The value of Units and Convertible Bonds, and the income
derived from them may fall as well as rise. Units are not
obligations of, deposits in, or guaranteed by, the Manager or
any of its affiliates. An investment in Units and/or
Convertible Bonds is subject to investment risks, including
the possible loss of the principal amount invested.
Investors have no right to request the Manager to redeem
their Units while the Units are listed. It is intended that
Unitholders may only deal in their Units through trading on
the SGX-ST. Listing of the Units on the SGX-ST does not
guarantee a liquid market for the Units.
The past performance of CCT is not necessarily indicative of
the future performance of CCT.
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