COND OFFER FOR MCL LAND
Hongkong Land Hldgs Ld
01 December 2005
To: Business Editor
For immediate release
HONGKONG LAND ANNOUNCES A VOLUNTARY CONDITIONAL CASH OFFER FOR MCL LAND LIMITED
(SUBJECT TO PRE-CONDITION)
1st December 2005 - Hongkong Land Holdings Limited ('HKLH' or 'Hongkong Land')
today announced that its wholly owned subsidiary, HKL (Morpheus) Pte. Ltd. (the
'Offeror'), intends to make a voluntary conditional cash offer (the 'Offer') for
all the ordinary stock units of S$1.00 each ('Stock Units') in the capital of
Singapore-listed residential property developer, MCL Land Limited ('MCL Land').
The making of the Offer is subject to fulfilment of the pre-condition referred
to below.
The Offer
The Offer is priced at S$1.75 per Stock Unit (US$1.04 per Stock Unit), which
represents a premium of 1.2 per cent. over the net asset value of MCL Land of
S$1.73 per Stock Unit as at 30th September 2005 (as detailed below). It also
represents a premium of 25.0 per cent. over the last transacted price for each
Stock Unit on the Singapore Stock Exchange of S$1.40 on 30th November 2005,
being the last trading day prior to the announcement of the Offer. Full
acceptance of the Offer will result in a payment by Hongkong Land of S$647
million (US$383 million). Hongkong Land will fund the proposed acquisition from
existing cash resources on deposit.
Shareholder Undertaking
Jardine Cycle & Carriage Limited ('JC&C'), which holds 65.6 per cent. of the
Stock Units of MCL Land, has announced the distribution of its Stock Units by
way of a dividend in specie pro-rata to its shareholders (the 'Dividend'). The
Dividend is subject to the approval of the shareholders of JC&C at an
extraordinary general meeting of JC&C (the 'JC&C EGM').
Jardine Strategic Holdings Limited, which holds approximately 62.2 per cent. of
the issued share capital of JC&C through its wholly owned subsidiary, Jardine
Strategic Singapore Pte. Ltd. ('JSS'), has confirmed JSS's intention to vote in
favour of the Dividend at the JC&C EGM. Assuming the distribution of the
Dividend is completed by JC&C, JSS will then hold some 151 million Stock Units,
representing some 40.8 per cent. of the issued share capital of MCL Land. The
Offeror has received an undertaking from JSS to accept the Offer in respect of
all the Stock Units of MCL Land to be distributed to JSS pursuant to the
Dividend by JC&C. However, in the event that there is a higher competing offer
prior to the Offer becoming unconditional that the Offeror is not prepared to
match, JSS will be entitled to withdraw its acceptance of the Offer and to
accept the competing offer.
Pre-Condition and Condition of the Offer
The making of the Offer is conditional on the passing of the resolution at the
JC&C EGM approving the Dividend. If the pre-condition is not met by 31st
January 2006, the Offer will not be made.
Following the fulfilment of the pre-condition, the Offer will be subject to the
Offeror having received by the close of the Offer valid acceptances which will
result in the Offeror and its concert parties holding more than 50 per cent. of
the issued share capital of MCL Land.
Information on MCL Land
MCL Land is a substantial property group whose main activity is residential
development in Singapore and Malaysia. The MCL Land group has a portfolio of
prime residential properties at various stages of development for sale. As at
30th September 2005, MCL Land had consolidated Total Assets of US$584 million
(S$986 million). The net asset value per Stock Unit of MCL Land as at 30th
September 2005 of S$1.73 (US$1.02) is calculated on the basis of shareholders'
funds of US$378 million (S$638 million), which excludes minority interests, and
of 370 million Stock Units in issue. For the financial year ended 31st December
2004 and the nine months ended 30th September 2005, MCL Land had profits
attributable to shareholders of US$52 million (S$88 million) and US$14 million
(S$24 million) respectively.
Information on Hongkong Land
Hongkong Land's main business is commercial property investment in Hong Kong,
and it has been steadily expanding elsewhere in Asia. Hongkong Land's regional
office in Southeast Asia is in Singapore where Hongkong Land is developing a
significant commercial property portfolio. Hongkong Land has also established a
residential property development business in Hong Kong and mainland China, and
proposes to diversify its residential property activities into Southeast Asia.
HKLH is incorporated in Bermuda with its primary share listing in London, and
its shares are also listed in Bermuda and Singapore. HKLH is a member of the
Jardine Matheson Group.
Rationale for the Offer
Hongkong Land proposes to enter the Singapore and Malaysia residential property
markets through the acquisition of an established developer such as MCL Land.
MCL Land has a good brand name, a reputation for quality and a highly regarded
and experienced management team. Hongkong Land considers that MCL Land's
position in the Singapore and Malaysian markets will be enhanced by being a
member of a focused property group.
Hongkong Land therefore wishes to acquire a controlling shareholding in MCL
Land, but would be content for MCL Land to remain a listed company with a
significant minority interest of MCL Land Stockholders who wished to retain
their interests in the company. Therefore, subject to reaching the minimum level
of acceptances of more than 50 per cent., Hongkong Land will proceed with the
Offer irrespective of what the level of acceptance might be.
- end -
For further information, please contact:
Hongkong Land Limited
Geoffrey Brown (852) 2842 8138
GolinHarris
C T Hew (852) 2522 7928
This and other Group announcements can be accessed through the Internet at '
www.hkland.com'.
The respective Directors of Hongkong Land and the Offeror (including any who may
have delegated detailed supervision of this Announcement) have taken all
reasonable care to ensure that the facts stated and opinions expressed in this
Announcement are fair and accurate and that no material facts have been omitted
from this Announcement, and they jointly and severally accept responsibility
accordingly.
Where any information has been extracted from published or publicly available
sources (including, without limitation, in relation to MCL Land and its
subsidiaries and associated companies), the sole responsibility of the
respective Directors of Hongkong Land and the Offeror has been to ensure through
reasonable enquiries that such information is accurately extracted from such
sources or, as the case may be, reflected or reproduced in this Announcement.
This information is provided by RNS
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