CapitaLand on Saturday set its extraordinary general meeting (EGM) to vote on its proposed restructuring to list its investment management platforms and lodging business as CapitaLand Investment, while placing its development business under private ownership.
The development business will be fully held by CapitaLand’s existing controlling shareholder, CLA Real Estate Holdings, CapitaLand said in a statement filed to SGX.
The proposal, which was initially announced in March, will be put to a shareholders’ vote on 10 August, the filing said; the meeting will be held virtually.
Once listed on SGX, CapitaLand Investment, or CLI, will become Asia’s largest listed real estate investment manager (REIM) and the third-largest globally, with pro forma real estate assets under management of around S$115 billion, as of end-2020, CapitaLand said.
CLI will have two business segments: fee income-related business based on investment and asset-management, property management and lodging management, while the second will be real estate investments via direct holdings in investment properties and stakes in listed and unlisted funds, CapitaLand said.
Under the deal, CapitaLand will distribute around 48.24 percent of CLI shares to shareholders, distribute CapitaLand Integrated Commercial Trust (CICT) units to shareholders and the acquisition of all CapitaLand shares for S$0.951 each, the statement said.
The offer is valued at S$4.102 per CapitaLand share, the statement estimated. On Friday, shares of CapitaLand closed at S$3.81.
The independent financial adviser, Evercore, said the offer was “fair and reasonable,” and advised voting in favor of the deal, according to an extract published in the scheme document.
Lee Chee Koon, group CEO of CapitaLand Group, said: “This restructuring is a logical next step to accelerate the growth of CapitaLand’s businesses and drive greater shareholder value.”
“This restructuring not only unlocks immediate value for shareholders, it is also intended to unleash longer term value as listed REIMs generally trade at a premium to their NAVs in the capital markets. We ask for shareholders’ support in this transformative transaction,” Lee said in the statement.
CapitaLand will continue to participate in development of projects and project management services within CLI, the statement said, adding CLI would also have access to CapitaLand’s pipeline when its development projects are complete and available for sale.
CLI and CapitaLand would also have a reciprocal rights of first refusal for assets and projects, the statement said.