City Developments Limited (CDL): Half-Year 2025 Corporate Actions – Detailed Investor Review

Key Highlights of CDL’s Corporate Actions (H2 2025)

• Acquisition and incorporation of new subsidiaries, including major hotel and real estate assets.
• Disposal and dilution of interests in several subsidiaries and associated companies.
• Several entities placed under voluntary liquidation, struck off, or dissolved.
• Changes in CDL’s interest in CDL Hospitality Trusts (CDLHT) through issuance of stapled securities.

Detailed Breakdown of Corporate Actions

A. New Subsidiaries Incorporated or Acquired

CDL expanded its portfolio through the incorporation and acquisition of several subsidiaries:

• CDL Selesta Pte Ltd (Singapore): Incorporated on 12 August 2025 with S\$1.00 registered capital, focused on real estate development.
• White City OpCo Limited (Jersey): Incorporated on 25 November 2025 with GBP1.00 issued share capital, providing real estate management services.
• Kensington Unity Hotel Limited (England & Wales): Acquired on 1 December 2025 with GBP100.00 issued share capital. Notably, this company holds the Holiday Inn London – Kensington High Street. The acquisition, including settlement of indebtedness, was valued at approximately £279.8 million (S\$478.5 million). This is a significant transaction that could influence CDL’s earnings and asset portfolio, especially given the size and strategic location of the hotel asset.
• Suzhou Fulong Zhidi Hengjing Property Leasing Co., Ltd. (China): Incorporated on 18 August 2025 with RMB135,910,000 registered capital, focusing on construction engineering. This subsidiary is not wholly owned, indicating possible joint venture or partnership interests.

B. Cessation of Interest in Subsidiaries & Associated Companies

CDL disposed of interests in several associated companies and subsidiaries:

• On 7 November 2025, CDL disposed of its interests in three Singapore-incorporated associated companies: Maximus Commercial JV Holdings Pte. Ltd., Maximus Commercial Holdings Pte. Ltd., and Maximus Commercial SG Pte. Ltd.
• On 1 September 2025, CDL disposed of its interests in four subsidiaries: Scottsdale Properties Pte. Ltd., South Beach Consortium Pte. Ltd., South Beach International Hotel Management Pte. Ltd. (all Singapore), and Iselin Limited (Cayman Islands).
• CDL’s equity interest in Shanghai CF Enterprise Group Co., Ltd. was diluted from 20.89% to 19.76% following a capital increase on 18 September 2025, resulting in the company ceasing to be an associated company of CDL.

Investor Impact: The disposal and dilution of interests in these entities may have implications for CDL’s earnings and asset base, depending on their prior contribution to group results.

C. Members’ Voluntary Liquidation

Two Singapore-incorporated subsidiaries commenced voluntary liquidation:

• City Platinum Holdings Pte. Ltd. (from 26 August 2025)
• First Platinum Holdings Pte. Ltd. (from 26 September 2025)

Investor Impact: These liquidations suggest strategic reorganisation, possibly to streamline operations or exit non-core businesses.

D. Struck Off / Dissolved Subsidiaries & Associated Companies

Multiple entities were struck off or dissolved:

• On 1 December 2025, three associated companies (Tarak Properties SG Pte. Ltd., Titus Commercial SG Pte. Ltd., Titus Residential SG Pte. Ltd.) were struck off in Singapore.
• On 11 December 2025, two Singapore-incorporated subsidiaries (Aston Properties Pte Ltd, Glades Properties Pte. Ltd.) were dissolved.
• AgiiPlus Inc. (Cayman Islands) was struck off on 31 July 2025.
• Summit Vistas Pte. Ltd. (Singapore) was struck off on 12 September 2025.

Investor Impact: These actions further indicate a review and rationalisation of the group’s investments, possibly to focus resources on higher-growth areas.

E. Change of Interest in CDL Hospitality Trusts (CDLHT) Stapled Securities

CDLHT issued stapled securities to its managers as payment for management fees:

• On 30 July 2025, 2,005,912 stapled securities were issued to M&C REIT Management Limited (manager of CDL Hospitality Real Estate Investment Trust) and 272,841 stapled securities to M&C Business Trust Management Limited (trustee-manager of CDL Hospitality Business Trust) at S\$0.7782 each.
• On 30 October 2025, 1,956,324 stapled securities were issued to M&C REIT and 265,080 to MBTM at S\$0.8087 each.

Investor Impact: The issuance of new stapled securities may dilute existing holdings, but it is a non-cash payment for management fees, standard for REIT structures. MBTM and M&C REIT are indirect wholly-owned subsidiaries of Millennium & Copthorne Hotels Limited, itself wholly owned by CDL.

Important Shareholder Considerations

• The acquisition of Kensington Unity Hotel Limited (Holiday Inn London – Kensington High Street) for £279.8 million (S\$478.5 million) is a major event, adding a sizeable asset to CDL’s portfolio and potentially impacting future earnings from hospitality operations.
• Disposals and dilutions of interests in subsidiaries and associated companies could affect CDL’s consolidated financial statements, though the company states none have a material impact on net tangible assets or earnings per share for FY2025.
• Ongoing liquidation and rationalisation of subsidiaries indicate a focused strategy, possibly to improve capital efficiency and operational performance.
• Changes in holdings of CDLHT stapled securities are routine, but shareholders should monitor for any cumulative dilution effects.

Note: According to the company, none of the reported transactions are expected to have a material impact on CDL’s consolidated net tangible assets or earnings per share for FY2025. However, the acquisition of the Holiday Inn London – Kensington High Street stands out as potentially price-sensitive due to its scale and strategic nature.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult a financial advisor before making investment decisions based on corporate announcements and actions.

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