Clarification by SIAS on BT Article Dated 25th April 2014 – SIAS: Minority Interest addressed in CMA offer

Date: May 6, 2014

In its letter published on 25 April 2014 in the Business Times commenting on the takeover offer for CapitaMalls Asia Limited (“CMA”), the Securities Investors Association (Singapore) (“SIAS”) stated that “SIAS also understands that SIC (Securities Industry Council) has approved the independence of these directors”, referring to the CMA directors comprised in the CMA Independent Board Committee formed in relation to the Offer (“IBC Directors”).

SIAS wishes to clarify that it is not the practice of SIC to approve the independence of the directors of a company which is the subject of a takeover offer; nor has SIC approved the independence of the IBC Directors in this case.  Rather, on a case-to-case basis, an application may be made to the SIC to exempt certain directors of a company which is the subject of a takeover offer from having to make a recommendation to the shareholders of the company in relation to the offer.  SIAS understands that this was what had transpired in relation to the CMA directors.

Nonetheless, SIAS is satisfied that there is independence in the review of the offer for CMA and the interest of minority shareholders of CMA has been addressed sufficiently.

David Gerald
President & CEO