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Further to the announcement dated 1 November 2004 on the above matter, CIMB is pleased to announce that CIMB RE, a wholly-owned subsidiary of CIMB, has on 10 November 2004 entered into a joint venture agreement (JVA) with Mapletree to set up a management company in Malaysia to be named CIMB-Mapletree Management Bhd (CMM). Through the Proposed JV, CIMB RE and Mapletree intend to share in the long-term commercial benefits of the intellectual capital, capabilities, relationships and reputation developed in the course of establishing and managing a proposed real estate fund to be set up by both parties to be known as CM-1, and other real estate funds in Malaysia. The Proposed JV would also allow CMM to provide real estate investment advisory and real estate consultancy services to CM-1 and to other external parties, including real estate investment trusts (REITs) and other real estate funds.

It is proposed that CM-1 will be a private real estate fund with a target equity capital of RM 500 million. CIMB RE and Mapletree have committed to invest up to RM100 million each as seed capital in CM-1, the balance RM 300 million will be raised from institutional investors. It is envisaged that CM-1 will have a total fund size of more than RM1 billion through a combination of equity capital and external financing. It is proposed that CM-1s fund life will be for a maximum period of ten (10) years. CM-1 will invest in properties in multiple sectors such as retail, office, residential, industrial and hotel properties in Malaysia. CM-1 may also invest in high-yield real estate debt instruments. At the same time, CMM will also be looking at establishing a parallel Islamic fund (Islamic Fund) which will also invest primarily in Malaysian real estate.

CMM will be incorporated in Malaysia, under the Companies Act, 1965 with a proposed authorised share capital of RM 5.0 million comprising 5,000,000 ordinary shares of RM1.00 each and an initial paid-up share capital of RM10.00 comprising 10 ordinary shares of RM1.00 each to be held in the following proportions of CIMB RE: 60% and Mapletree 40%. Upon the approval of the relevant authorities, the paid-up share capital of CMM will be increased to RM2.0 million to be proportionately subscribed by CIMB RE and Mapletree in accordance with their respective shareholdings.

Subject to CMM having obtained all necessary approvals and licences, the principal activities of CMM are to establish, administer, manage and provide real estate investment advisory and real estate consultancy services to CM-1 and the Islamic Fund as well as to manage and provide real estate investment advisory and real estate consultancy services to other external parties including REITs and other real estate funds.

CIMB RE was incorporated in Malaysia on 5 November 2004. CIMB RE is a wholly-owned subsidiary of CIMB. The principal activity of CIMB RE is investment holding. The directors of CIMB RE are Charon Wardini bin Mokhzani and Loh Shai Weng. The authorised and paid-up share capital of CIMB RE are set out in Table 1.

Mapletree is a private limited company incorporated in Singapore on 6 October 2004. Mapletree is a wholly-owned subsidiary of Mapletree Investments Pte Ltd ("MIPL"), which in turn is a wholly-owned subsidiary of Temasek Holdings (Private) Limited, Singapore. The directors of Mapletree are Tan Boon Leong and Rai N. Katimansah. The authorised share capital of Mapletree is Singapore Dollar ("SGD") 100,000 comprising of 100,000 ordinary shares of SGD1.00 each and its paid-up share capital is SGD 2.00 comprising of 2 ordinary shares of SGD1.00 each. MIPL and its subsidiaries ("MIPL Group") is a leading real estate group in Singapore with an asset size of approximately SGD2.5 billion comprising office, logistics, industrial and retail properties. The MIPL Group is principally involved in developing and repositioning large integrated developments, providing innovative asset management solutions and property management services.

The salient details of the JVA are as follows:

5.1 The shareholding of CIMB RE and Mapletree in CMM shall be in the ratio of 60%:40% respectively;

5.2 The board of directors of CMM shall comprise two (2) directors from CIMB RE (CIMB RE Director(s)) and two (2) directors from Mapletree (Mapletree Director(s)). In the event of a deadlock for matters other than the directors reserved matters, any one of CIMB RE Directors has the tie-breaking vote;

5.3 The Chief Executive Officer of CMM shall be nominated by CIMB RE and approved by Mapletree and the Chief Investment Officer of CMM shall be nominated by Mapletree and approved by CIMB RE;

5.4 The investment committee will be responsible for approving transactions to be recommended to CM-1 and for determining the investment strategies for CM-1,

(i) the investment committee will consist of:

(a) One (1) CIMB RE Director;
(b) One (1) Mapletree Director;
(c) The Chief Executive Officer of CMM;
(d) The Chief Investment Officer of CMM; and

(ii) all investment matters to be decided by the investment committee shall require the unanimous consent from all members;

5.5 CIMB RE and Mapletree or through their nominees shall each provide seed capital of RM100 million for CM-1; and

5.6 The Proposed JVA is subject to the following approvals:

(i) Securities Commission (on behalf of the Foreign Investment Committee) for CIMB REs and Mapletrees participation in CMM;
(ii) Securities Commission pursuant to the Securities Industry Act 1983; and
(iii) Bank Negara Malaysia for CIMB RE to subscribe for additional ordinary shares in CMM.


6. Rationale for the Proposed JV

The Proposed JV would allow CIMB and its subsidiaries (CIMB Group) and the MIPL Group to combine their capabilities and expertise in structured finance and real estate. Through the Proposed JV, the CIMB Group would be able to capitalise on the MIPL Group's expertise and extensive experience in real estate sector and real estate management which would greatly assist the CIMB Group in building a track record and to gain experience in real estate fund management. The Proposed JV is expected to contribute positively to the CIMB Group's earnings and allow the CIMB Group to earn annuity income. The establishment of CM-1 is in line with the government's effort to stimulate and to increase liquidity in the real estate sector in order to enhance the sector's contribution to economic development.


7. Directors' and Substantial Shareholders' Interests

None of the Directors, substantial shareholders of CIMB and/or persons connected to them has any interest, direct or indirect, in the Proposed JV.


8. Statement by Directors

The Board, having considered all aspects of the Proposed JV, is of the opinion that the Proposed JV is in the best interest of CIMB.


This announcement is dated 10 November 2004.

	No. of shares	Total
Authorised share capital:		RM
Ordinary shares of RM1.00 each	1,000	1,000
Preference shares of RM0.01 each	10,000,000	100,000
Total		101,000
Paid-up share capital:
Ordinary shares of RM1.00 each	2	2
Preference shares of RM0.01 each	200	2
Total		4

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