Rules 28 and 49C(3) Notices

CDL Hotels Holdings New Zealand Limited
Floor 7, 23 Customs Street East
Auckland Central
Auckland 1010
New Zealand
22 April 2025
To Shareholders of Millennium & Copthorne Hotels New Zealand Limited
NOTICE OF VARIATION — INCREASE IN OFFER PRICE
NOTICE OFFER HAS BECOME UNCONDITIONAL
On 10 February 2025, CDL Hotels Holdings New Zealand Limited (“CDLHH NZ") made a full offer under
the Takeovers Code to purchase all of the fully paid ordinary shares in Millennium & Copthorne Hotels
New Zealand Limited ("“MCK") not already held by CDLHH NZ ("Offer").
CDLHH NZ hereby gives notice under Rules 28 and 49C(3) of the Takeovers Code that:
(a) it has varied the Offer to increase the consideration payable from $2.25 per ordinary share in
MCK to $2.80 per ordinary share. This change is made in accordance with Rule 27(a) of the
Takeovers Code; and
(b) consent for CDLHH NZ to own and contro! 100% of the ordinary shares in MCK has been
obtained from the Overseas Investment Office. Accordingly, that condition in the Offer has
been fulfilled and CDLHH NZ has elected to waive all the other conditions of the Offer. The
Offer is, accordingly, now unconditional.
All other terms of the Offer, including the closing date of 8 May 2025, remain as set out in the offer
document for the Offer (save as varied by this notice).
A copy of the letter sent today from City Developments Limited to MCK shareholders is attached to this
notice.
For and on behalf of CDL Hotels Holdings New Zealand Limited by:

Eik Sheng Kwek
Director
cc Millennium & Copthorne Hotels New Zealand Limited
Floor 7, 23 Customs Street East
Auckland Central
Auckland 1070
New Zealand
cc The Takeovers Panel
Level 3, Solnet House
70 The Terrace
PO Box 1177
Wellington 6011
By email: takeovers.panel@takeovers.govt.nz

3437-8798-2905 v1

cc NZX Limited
Level 2, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6011
By email: announce@nzx.com

3281994 v1
cc NZX Limited
Level 2, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6011
By email: announce@nzx.com

3281994 v1

22 April 2025

CDLHH NZ increases MCK Offer to $2.80 per share
On 10 February 2025, CDL Hotels Holdings New Zealand Limited ("CDLHH NZ"), a subsidiary of Singapore
Stock Exchange listed City Developments Limited ("CDL"), made a full offer under the Takeovers Code to
purchase all of the fully paid ordinary shares in Millennium & Copthorne Hotels New Zealand Limited ("MCK")
not already held by CDLHH NZ ("Offer"). You should have received electronically or by mail an offer
document for the Offer and a personalised acceptance form that you can use to accept the Offer.
CDL is writing to notify you that the Offer is now unconditional as all conditions relating to the Offer have been
satisfied and/or waived by CDLHH NZ. CDLHH NZ has also increased the Offer price (the "Offer Price")
from $2.25 per ordinary share in MCK to $2.80 per ordinary share. The increased Offer Price applies to
acceptances of the Offer before and after the date of this letter and CDLHH NZ intends to make payment in
cash in respect of acceptances received prior to today (being the date of the Offer becoming unconditional),
and will promptly make payment in respect of acceptances received on or after today.
The revised Offer Price represents a:
o 60% premium to the undisturbed 1-month volume weighted average share price ("VWAP") of $1.75
1
;
and
o 5-year high price, being in line with the closing price on 17 January 2020.
CDL wishes to reiterate to the shareholders of MCK that trading in the ordinary shares of MCK is highly
illiquid, with a three-year average daily trading volume of approximately 6,300 shares
1
.
A key motivation for the Offer is to provide shareholders with liquidity that may not otherwise be available,
offering an opportunity to sell shares (without brokerage costs) at a premium over the trading price prevailing
at the time the Notice of Intention was issued
1
.
CDL disputes the view on value and underlying approach taken by Northington Partners in its independent
advisor's report ("IAR"). We consider the IAR to be theoretical and not reflective of a practical or reasonable
outcome for MCK’s minority shareholders.
CDL intends to continue to generate profit through hotel assets and does not intend to divest or “wind-up”
the portfolio assets. MCK has historically traded at a material discount to its net book value over the last 10
years.
CDL already has control of MCK, which allows, among other things, the ability to change MCK’s constitution,
appoint new board members, and influence or change MCK’s strategy including decisions on operating
expenditure, capital expenditure, capital structure and dividend policy, recognising the rights of minority
shareholders.
Accordingly, $2.80 is the final and best price that CDLHH NZ is willing to pay under the Offer. CDLHH NZ will
not vary the Offer Price again and will not make a subsequent takeover offer under the Takeovers Code for
the ordinary shares in MCK within nine months from the date of this letter.
Shareholders holding 2.633% of the ordinary shares of MCK have agreed to accept the Offer if CDLHH NZ
increases the Offer Price to $2.80 per ordinary share.

1
Reference date of 17 January 2025

CDL reiterates that it considers the Offer to be a fair and reasonable outcome for MCK’s minority shareholders
and encourages you to accept the Offer as soon as possible, which is scheduled to close at 5.00pm on 8
May 2025.

For and on behalf of
City Developments Limited


Sherman Kwek Eik Tse
Group Chief Executive Officer