Analysts from CGS International, Citi Research, OCBC Investment Research and PhillipCapital are keeping their &ldquo add&rdquo and &ldquo buy&rdquo calls on City Developments Limited(CDL) after the group showed &ldquo encouraging signs&rdquo from its 1QFY2025 ended March 31 update.

 

Citi analyst Brandon Lee notes CDL&rsquo s &ldquo solid&rdquo residential sales in Singapore and marginal revenue per available room (RevPAR) growth in its hotel operations, although the group also reported lower q-o-q occupancies in its domestic commercial portfolio.

 

During the quarter, CDL sold 795 units in Singapore, 85% higher y-o-y, mainly thanks to the launch of The Orie in Toa Payoh, the group&rsquo s joint venture (JV) project. About 86% or 668 of the development&rsquo s 777 units were sold on its launch weekend with an average selling price of $2,704 per square foot. The group&rsquo s other launched projects also continued to post good sales, leading to a total sales revenue of $1.9 billion, 155% higher y-o-y.

 

In 1QFY2025, the group&rsquo s hotel operations reported a RevPAR of $139.70, 1.2% higher y-o-y, thanks to higher room occupancy and higher average room rates in Australasia and the rest of the UK and Europe.

 

CDL&rsquo s committed occupancy for its office portfolio in Singapore fell by 0.5 percentage points q-o-q to 97.2% due to South Beach and Republic Plaza, which saw lower occupancies of 92.4% and 97.7%. The group&rsquo s committed occupancy rate for its retail portfolio also fell by 1.8 percentage points q-o-q to 96.2% mainly due to Quayside Isle, which fell to 91.9%.

 

In its release, CDL said the group will remain focused on recycling capital for FY2025, and has lined up &ldquo significant divestments&rdquo to reduce its gearing. To this, Lee believes these divestments are likely to be CDL&rsquo s non-core, strata-titled units from its retail, office and industrial properties in Singapore, as well as selected hotels globally. The former Stag Brewery site may also be up for divestments, given that it has now attained planning approval which could &ldquo better facilitate&rdquo a sale, says Lee.

 

The analyst has kept his target price of $9.51. Due to the lack of financial disclosures during the update, he expects to see limited share price impact following the announcement.

 

PhillipCapital analyst Darren Chan has also kept his target price of $6.02 as he also likes the strong property development sales and higher portfolio RevPAR during the quarter. While Chan expects CDL&rsquo s hotel RevPAR to see low- to mid-single digit growth in FY2025, the group&rsquo s elevated net gearing remains a concern.

 

Like their peers, the research team at OCBC Investment Research also highlighted CDL&rsquo s &ldquo robust uplift&rdquo in its Singapore residential sales during the quarter and resilient operating metrics for its investment properties in the city-state.

 

The team also notes that the group has been proactive in reconstituting its portfolio, including divestments and redeveloping some of its older properties, to unlock value for shareholders.

 

Despite the positives, the team feels that the uncertain global economic outlook and impact of policy tightening may dampen investor sentiment.

 

Furthermore, investors may be watching CDL&rsquo s moves, mainly its execution of its strategies and future corporate governance practices, following the recent board disagreement.

 

OIR has a slightly lower target price of $6.01, down from $6.02 previously.

 

CGSI analyst, Lock Mun Yee, who kept her target price of $8.97, remains positive on CDL as she sees the group&rsquo s downside risk to be limited. This is given its current stock valuation of 0.49 times its FY2024 P/B.

 

City Developments Limited (CDL)&rsquo s 1QFY2025 business update ended March 31, 2025, saw its net gearing ratio factoring in fair value on investment properties rising to 72%, following the full payment for 51% in a site in Xintiandi area Shanghai.

 

The group&rsquo s interest cover is 1.4 times as at end March, and the group&rsquo s cash reserves stood at $2 billion, with a liquidity position of $3.8 billion in cash.

 

Under its property development segment, Singapore saw total sales value of $1.9 billion for 1QFY2025, up from the $736.8 million in the previous quarter. The group and its JV associates sold 795 units, driven by the launch of a JV project in The Orie, among other already launched projects.

 

CDL is preparing to launch the Zion Road JV project in 2HFY2025, a mixed-used integrated development project.

 

The group&rsquo s office portfolio in Singapore achieved committed occupancy of 97.2% driven by full occupancy at City House and King&rsquo s Centre. All three of the group&rsquo s wholly-owned office assets recorded positive rental reversions.

 

Meanwhile, the group&rsquo s retail portfolio saw a committed occupancy of 96.2% as at end March.

 

Overseas, the group obtained approval for a GBP1.1 billion ($1.91 billion) residential-led mixed-use scheme on the former Stag Brewery site in Mortlake, South West London, for 1,068 homes.

 

The group&rsquo s commercial portfolio in the UK achieved an occupancy rate of 82.1% driven by new leases in 125 Old Broad Street.

 

In China, design work for the new mixed-use JV development site in Xintiandi is expected to see construction starting in 4Q2025, while the launch of Suzhou&rsquo s High-Speed Railway New Town is targeted for launch in 1Q2026.

 

The group&rsquo s China office portfolio recorded a committed occupancy of 52.7%, while the group&rsquo s Phuket shopping centre saw a committed occupancy of 91.3%.

 

For its hotel operations, the group achieved a global revenue per available room (RevPAR) growth of 1.2%, reaching $139.7 supported by higher room occupancy and APR in Australasia, and the rest of UK and Europe.

 

CDL says that as part of its capital management focus, it has embarked on two portfolio restructuring initiatives since the beginning of the year &mdash the privatization of Millennium & Copthorne Hotels New Zealand Limited (MCK), and an off-market equal access scheme for its preference shares.

 

Following the close of the revised offer on May 8, the group holds about 83.9% of all MCK shares, having received acceptance totalling 8.062% of the total outstanding shares. As the group did not reach the 90% threshold that would have allowed it to compulsorily acquire the remaining ordinary shares, MCK remains listed, and its ordinary shares (and preference shares) will continue to be traded on the NZX.

 

The group will not make another takeover under the takeovers code for at least nine months from Apr 22, 2025.

 

CDL announced an off-market equal access scheme to buy back 26,800,814 Preference Shares, representing 10% of the total number of 268,008,149 Preference Shares in issue at the offer price of 78 cents in cash for each Preference Share.

 

CDL says that the group is lining up &ldquo significant divestments to reduce gearing and redeploy the capital&rdquo . &ldquo Going forward, divestments will remain a key pillar of the Group&rsquo s multifaceted strategy,&rdquo reads the group&rsquo s business update.

The offer, to be made in cash, allows it to exercise greater control over its share capital structure in relation to the preference shares

 

[SINGAPORE] Property player City Developments Limited (CDL) : C09 -0.82%will be repurchasing 10 per cent of its preference shares &ndash or about 26.8 million shares &ndash at S$0.78 a share, it announced in a regulatory filing on Tuesday (May 13).

 

CDL offers to repurchase these shares through the off-market equal access manner, with each pref share holder entitled to sell 10 per cent of such shares held as at 5.30 pm on Jun 2.

 

However, pref share holders may tender shares over 10 per cent of their holding if others do not accept their full entitlement.

 

The offer will be open for acceptance to pref share holders for 10 calendar days (excluding public holidays) from the date of the letter.

 

CDL said that there will be no implications for takeovers or mergers arising from this scheme, as these shares do not carry voting rights, and will be scrapped.

 

The offer, to be made in cash, allows it to exercise greater control over its share capital structure in relation to the pref shares.

 

CDL pointed out that the trading volume of the pref shares has been low, with an average daily trading volume of 0.0042 per cent of the total number of issued pref shares for the one year up to May 9.

 

However, demand from the pref share holders who wish to sell their pref shares through the off-market equal access scheme appeared to be strong, going by 2024&rsquo s exercise that attracted acceptances four times the maximum buyback amount of the pref shares.

 

CDL shares were trading at S$0.04 or 0.8 per cent lower at S$4.81 at Tuesday&rsquo s market close, before the pref shares repurchase announcement. The pref shares last changed hands at S$0.995.

The company has said it will not make another offer before January, in accordance with New Zealand takeover rules

 

[SINGAPORE] City Developments Ltd (CDL) failed in a bid to buy out its listed New Zealand hotel unit, in another setback for the embattled Singapore developer.

 

The company controlled by Singapore&rsquo s richest family has sought to take Millennium & Copthorne Hotels New Zealand private. A revised final offer did not attract sufficient interest from minority investors to meet a 90 per cent threshold by a May 8 deadline, the hotel operator said in a New Zealand stock exchange filing on Friday (May 9).

 

CDL had offered to buy the 24 per cent of ordinary shares it did not own. That would have cost about NZ$71 million (S$54 million) at the most recent offer price, according to Bloomberg calculations.

 

The property firm is trying to recover from a family feud that has raised questions about the ability of chief executive officer Sherman Kwek to engineer a turnaround after a public spat with his father, executive chairman Kwek Leng Beng.

 

An offer of NZ$2.25 a share for the New Zealand unit was first rejected by its independent directors in February, who said that it was &ldquo too low and is inadequate&rdquo . After the offer was raised to NZ$2.80 a share in April, it was rebuffed again by the directors.

 

A CDL spokesperson said that the firm had no immediate comment beyond what was in the exchange filing.

 

The result means Millennium & Copthorne will remain publicly traded in New Zealand, where it was first listed in 1985, according to the exchange.

 

CDL already controls the firm and managed to increase its stake to nearly 84 per cent after the latest proposal. The company has said that it will not make another offer before January, in accordance with New Zealand takeover rules.

 

The developer has said that a delisting would simplify the ownership structure and give minority shareholders liquidity at a premium. When it made the latest offer, it said it would continue to generate profit through hotel assets rather than winding up the portfolio.

 

That was not enough to convince the unit&rsquo s largest institutional shareholder, Accident Compensation Corporation (ACC), which holds about 4.5 per cent of ordinary shares.

 

&ldquo While ongoing ownership of shares in a highly illiquid company is not an attractive prospect for shareholders, we believe the alternative on offer is a materially worse option,&rdquo New Zealand government-owned ACC said.

 

ACC repeated earlier criticisms of the offer being &ldquo unreasonable and opportunistic&rdquo , accusing CDL of being unwilling to address the unit&rsquo s lack of liquidity.

 

The insurer highlighted &ldquo cyclically low earnings and acquisitions which appear to be value destructive&rdquo , saying it led to the firm&rsquo s shares falling to a near decade low.

 

Millennium & Copthorne shares rose 0.7 per cent to NZ$2.80 on Friday. The stock has gained about 69 per cent from an eight-year low in October, helped by the takeover offer. Shares of CDL were little changed in Singapore and are down more than 5 per cent this year, giving it a market capitalisation of S$4.3 billion.

 

CDL is seeking to regain investor confidence despite doubts about the unity of its board, which resurfaced at an acrimonious shareholders&rsquo meeting last month. CEO Sherman Kwek told investors his priority is to reduce the firm&rsquo s high debt load and make more divestments this year.

These include the re-elections of numerous independent directors as well as a share purchase mandate

 

[SINGAPORE] All resolutions tabled at City Developments Ltd&rsquo s (CDL&rsquo s) annual general meeting (AGM) on Wednesday (Apr 23) were passed, with support level in the high-90s range.

 

All were ordinary resolutions requiring approval of more than 50 per cent of the total number of shares represented by votes cast at the meeting.

 

Some 99.43 per cent and 99.33 per cent, respectively, were in favour of the re-elections of Jennifer Young and Wong Su Yen, the two new independent directors (IDs) who were appointed on Feb 7. Their mode of appointment had earlier been a bone of contention during a high-profile but brief boardroom fight at the company.

 

The Kwek family controls nearly half of CDL&rsquo s shares.

 

Resolutions were also passed at the AGM for the re-election of three retiring IDs &ndash Colin Ong, Daniel Desbaillets and Wong Ai Ai, garnering support from 99.59 per cent, 99.39 per cent and 98.99 per cent, respectively, of total shares represented by votes cast.

 

The trio were on opposite sides of the conflict surrounding the appointments of Young and Wong Su Yen.

 

Earlier during the AGM, non-independent director Philip Yeo called on shareholders to vote against Young, Wong Su Yen, Desbaillets and Wong Ai Ai.

 

Desbaillets and Wong Ai Ai were on the side that opposed CDL executive chairman Kwek Leng Beng, while Ong and Yeo supported him during the boardroom fight.

 

At the AGM, Yeo expressed his displeasure that the nominations of the two new IDs did not go through the then-nomination committee.

 

Kwek Leng Beng moves to sack son and CDL CEO Sherman Kwek files lawsuit over &lsquo attempted coup&rsquo

On the morning of Feb 26, CDL had cancelled an analyst and media briefing for its second-half and full-year 2024 results. This was followed by an announcement from Kwek Leng Beng that he had filed court actions against his son Sherman Kwek, who is CDL&rsquo s group chief executive officer, for an attempted boardroom coup. It triggered a series of dramatic claims and counterclaims.

 

A fortnight later, the senior Kwek said he was discontinuing his lawsuit against the CEO and six other members of the board. &ldquo I will continue in my role as executive chairman and Sherman Kwek will continue as group chief executive officer,&rdquo he said on Mar 12. The senior Kwek added that all the current directors, including Young and Wong Su Yen, will remain on the CDL board, and that all the board members have agreed to put aside their differences for the greater good of CDL and its stakeholders.

 

A key sticking point in the boardroom battle was that the nominations of Young and Wong Su Yen as IDs did not go through the nomination committee. CDL has explained in the corporate governance section of its latest annual report and reiterated last week that while the nomination and appointment of the two directors were not made via the nomination committee then, they were submitted to the full board for consideration and approval.

 

A major turning point in the boardroom fight was the Mar 4 announcement of the &ldquo irrevocable resignation&rdquo of Catherine Wu as an unpaid independent adviser to CDL&rsquo s hotel arm Millennium & Copthorne Hotels (M& C). Wu&rsquo s long relationship with Kwek Leng Beng had caused the rift within the CDL group.

 

Also passed at Wednesday&rsquo s AGM was the renewal of the share purchase mandate, which would allow the company to buy back up to 10 per cent of its ordinary shares and up to 10 per cent of its preference shares. This received 99.9 per cent support.

 

Also receiving the nod, with 97.93 per cent in favour, was the renewal of the company&rsquo s IPT Mandate to facilitate the company, its subsidiaries and its associated companies to enter into transactions with interested parties, including its controlling shareholder Hong Leong Investment Holdings (HLIH).

 

CDL directors and the relevant companies within the HLIH group abstained from voting on this resolution.

 

At least $600 million worth of assets will be divested in FY2025, says City Developments Limited ' s (CDL) group CEO Sherman Kwek at the group' s annual general meeting (AGM) on April 23.

 

According to Kwek, the group really needs to accelerate its divestments due to its " very high" gearing.

 

As at FY2024 ended Dec 31, 2024, CDL' s net gearing stood at 117%, while its net gearing, including fair value on investment properties, stood at 69%. In FY2023, both figures stood at 103% and 61% respectively. In FY2024, the group' s interest coverage ratio stood at 2.1 times, down from FY2023' s 2.8 times. The average debt maturity stood at 2.3 years as at Dec 31, 2024.

 

The latest target comes in line with the value of assets sold in 2024, although it fell short of Kwek' s initial target of $1 billion announced at CDL' s FY2023 results briefing in February 2024. This was due to " various factors" that " hindered" the group' s ability to conduct divestments successfully, he explained.

 

That said, Kwek noted that the number of acquisitions conducted and divestments wasn' t exactly proportionate, as the acquisitions include the land sites CDL buys in Singapore. Divestments, on the other hand, don' t include its Singapore properties.

 

While this makes the group look worse, Kwek stressed that it was better to be disciplined in its approach.

 

Since 2021 to date, the group has made some $7 billion in fresh acquisitions and only divested $3 billion. The $7 billion includes the successful land tenders in Singapore. Yet, of the $7 billion, roughly $3 billion comprised land tender acquisitions in Singapore.

 

" So in a way, it is not quite fair to compare this," says Kwek, although he acknowledged that again, it was " good discipline" not to include residential sales in CDL' s divestment figures since these were assets the group is looking to sell off.

 

In response to shareholders' feedback that CDL should be making more divestments, Kwek says he agrees, but whether the group can hit a 1:1 ratio will depend on whether it' s being " particularly acquisitive" that year or not.

 

At the same time, the group recognises that it should not sell assets just for the sake of recognising divestment targets and end up leaving a lot of money on the table, Kwek says.

 

Instead, the group will focus on driving its core portfolio and trim assets that are either unproductive, loss-making, or non-core.

 

Noting that its assets sit on its balance sheet at book cost, Kwek highlights that the group' s portfolio is " sizeable" if everything is recorded at fair value.

 

He adds that the group' s UK portfolio is " very resilient" with trophy properties and that it is primed to be included in a future platform, whether it' s private or public.

 

In response to a shareholder' s question, Kwek revealed that the group is currently looking at some " fairly large divestments" . He added that a $1 billion divestment is nothing to sniff at despite its current interest expenses.

 

Assuming that the group doesn' t make any acquisitions, a $1 billion divestment translates to a 6.5 percentage point drop in gearing, which is " very substantial" , he says.

 

 

City Developments Limited' s (CDL) CEO Sherman Kwek is not ruling out the possibility of continuing share buybacks, considering that its current share price levels is at an over 70% discount to its true value.

 

As at the FY2024 ended Dec 31, 2024, CDL' s net asset value (NAV) stood at $10.17 per share while its revalued NAV (RNAV) stood at $17.57 per share or $19.68 per share considering its fair value taken all valuation surpluses on portfolio.

 

At its closing price of $4.90 on April 23, CDL' s shares are down 17.23% from the past year and down 4.3% year-to-date (ytd). The tumble was attributed to several factors including CDL' s omission from MSCI' s Global Standard Indexes in May 2024 and its internal tussle that started in late February this year.

 

In response to a shareholder on share buybacks, given the current level of CDL' s shares, Kwek agreed with the idea of buybacks.

 

" It' s really an opportune time for the board to discuss again whether it should initiate a buyback," says Kwek.

 

Stressing the group' s shares that are trading at an over 70% discount, Kwek noted that buying back one' s shares was " the best thing to do" and that he will " discuss [the matter] again with the board" .

 

This isn' t the first time Kwek floated the possibility of buybacks.

 

At CDL' s results briefing for FY2023 in February 2024, Kwek shared that the group has mulled over the possibility " many times" and had set aside a " fairly sizeable quantum" to do so.

 

At the time, Kwek said that the purpose of the buyback is not to push up its share price but that " investing in your shares, which are deeply undervalued, is as good an investment as any other."

 

" This is something we' re still considering, but I can' t say with certainty when or if we will do it," he added.

 

In March 2024, the group initiated a share buyback programme for its ordinary shares via open market purchases.

 

In its statement then, the group said that its shares were trading significantly below their intrinsic value despite their " strong fundamentals" .

 

Days after, the group stepped up its share buybacks, as it spent nearly $13 million over three trading days.

 

Yet, three months after it initiated its buyback programme, CDL last bought back its shares from the market in June 2024.

 

At the end of the day, the group needs to " work hard" to close the gap between its share price and its RNAV, which goes back to executing its strategy well, says Kwek.

 

In 2018, CDL revealed its GET strategy, which stands for growth, enhancement and transformation. The strategy was made in a bid to " renew and reposition" its business, " sharpen [its] value proposition" and expand its asset portfolio.

 

Going forward, the group will need to have discipline in its investments, portfolio reviews where the group may sharpen and, or diversify its assets, says Kwek. It will also focus on recurring income and capital recycling to mitigate the hefty interest expense.

 

He adds that if the group is able to divest more assets, shareholders will get to reap the rewards of these divestments via dividends, enhanced dividends and share buybacks.

 

To this end, the group' s return to the MSCI is not something that Kwek will focus on right now, since that is based on rebalancing and the group' s market cap. However, he notes that returning to the MSCI is a " chicken and egg issue" where the group needs to have more investors buying its shares, and it' s not a direction that he is looking at for now,

These include the re-elections of numerous independent directors as well as a share purchase mandate

[SINGAPORE] The boardroom tussle at City Developments Ltd (CDL) involving executive chairman Kwek Leng Beng and his son, chief executive officer Sherman Kwek, was purportedly set aside for the greater good of the property group.

 

But at its annual general meeting (AGM) on Wednesday (Apr 23), there were signs of lingering tensions as a couple of board members resurfaced debate over the appointments of two new directors.

 

Still, all resolutions tabled were passed comfortably, with support level in the high-90s range.

 

All were ordinary resolutions requiring approval of more than 50 per cent of the total number of shares represented by votes cast at the meeting.

 

Some 99.43 per cent and 99.33 per cent, respectively, were in favour of the re-elections of Jennifer Young and Wong Su Yen, the two new independent directors (IDs) who were appointed on Feb 7. Their mode of appointment had earlier been a bone of contention in the high-profile, but brief, boardroom fight at the company.

 

The Kwek family controls nearly half of CDL&rsquo s shares.

 

Resolutions were also passed at the AGM for the re-election of three retiring IDs &ndash Colin Ong, Daniel Desbaillets and Wong Ai Ai, garnering support from 99.59 per cent, 99.39 per cent and 98.99 per cent, respectively, of total shares represented by votes cast.

 

The trio were on opposite sides of the conflict surrounding the appointments of Young and Wong Su Yen.

 

Earlier during the AGM, non-independent director Philip Yeo called on shareholders to vote against Young, Wong Su Yen, Desbaillets and Wong Ai Ai.

 

Desbaillets and Wong Ai Ai were on the side that opposed CDL executive chairman Kwek Leng Beng, while Ong and Yeo were in his corner in the dispute.

 

At the AGM, Yeo boisterously expressed his displeasure that the nominations of the two new IDs did not go through the then-nominating committee, drawing loud applause from the floor. Chong Yoon Chou, the chair of the nominating committee at the time, also commented that the whole appointment process was rushed.

 

A proxy holder at the AGM rose to say that since Kwek Leng Beng last month issued a conciliatory statement that all the directors have decided to cast aside their disagreements and work for the good of the company, &ldquo let&rsquo s not turn this AGM into a litigation forum who is right, who&rsquo s wrong? It doesn&rsquo t matter anymore&rdquo .

 

On the morning of Feb 26, CDL had cancelled an analyst and media briefing for its second-half and full-year 2024 results. This was followed by an announcement from Kwek Leng Beng that he had filed court actions against his son Sherman for an attempted boardroom coup. It triggered a series of dramatic claims and counterclaims.

 

A fortnight later, the senior Kwek said he was discontinuing his lawsuit against the CEO and six other members of the board. &ldquo I will continue in my role as executive chairman and Sherman Kwek will continue as group chief executive officer,&rdquo he said on Mar 12. The senior Kwek added that all the current directors, including Young and Wong Su Yen, would remain on the board, and that all board members had agreed to put aside their differences for the greater good of the company and its stakeholders.

 

A key sticking point in the boardroom battle was that the nominations of Young and Wong Su Yen as IDs did not go through the nominating committee. CDL explained in the corporate governance section of its latest annual report and reiterated last week that while the nomination and appointment of the two directors did not go through the nominating committee then, they were submitted to the full board for consideration and approval.

 

A major turning point in the boardroom fight was the Mar 4 announcement of the &ldquo irrevocable resignation&rdquo of Catherine Wu as an unpaid independent adviser to CDL&rsquo s hotel arm, Millennium & Copthorne Hotels (M& C). Wu&rsquo s long relationship with Kwek Leng Beng had caused the rift within the CDL group.

 

At the AGM, Yeo, the former chairman of Singapore&rsquo s Economic Development Board, also stated that all directors should be appointed unanimously. &ldquo (It) should not be a majority director bullying the other minority director.&rdquo

 

Giving his take at the AGM, Chew Sutat, a CDL shareholder and former senior managing director at the Singapore Exchange, said: &ldquo If everybody agrees with the same thing absolutely all the time, then that&rsquo s known as group think. You don&rsquo t have the diversity of views, you don&rsquo t have the diversity of ideas, and you don&rsquo t have the diversity for the company to potentially achieve its GET strategy and really get the stock price up.&rdquo

 

(GET refers to CDL&rsquo s &ldquo Growth, Enhancement, Transformation&rdquo strategy.)

 

Chew, saying that the GET strategy has &ldquo got a lot of different elements, and it&rsquo s not easy to execute&rdquo , suggested that CDL sharpen its messaging to investors and come up with a &ldquo very clear statement that GET also means to shareholders that there&rsquo s a path forward, of regular recycling of capital that comes back as shareholder return&rdquo .

 

He went on to recommend that the group spend some time and maybe a couple of million dollars, on &ldquo just getting that narrative right and the shareholder perceptions, what you really want, figured out&rdquo . This could boost CDL&rsquo s share price and market capitalisation. &ldquo You might actually get back into the MSCI Singapore Index,&rdquo he said. CDL&rsquo s removal from the index in late-May 2024 has been cited by the group as a factor behind its languishing share price.

 

Chew added: &ldquo As a shareholder, I would look to see beyond the strategy and the challenges, how can we proceed forward, and how can we bring new shareholders into a company and prosper together.&rdquo

 

Accepting the suggestion, Sherman Kwek reiterated: &ldquo As we start to execute our strategy and accelerate our capital recycling, the more we start to divest and get proceeds back, these proceeds, aside from being used on new acquisitions, can be used for stronger dividend payouts as well as share buyback, which will benefit everyone.&rdquo

 

In 2024, CDL announced over S$600 million in divestments, short of the S$1 billion target, due partly to adverse market conditions.

 

Also passed at Wednesday&rsquo s AGM was the renewal of the share purchase mandate, which would allow the company to buy back up to 10 per cent of its ordinary shares and up to 10 per cent of its preference shares. This received 99.9 per cent support.

 

Also receiving the nod, with 97.93 per cent in favour, was the renewal of the company&rsquo s IPT Mandate to facilitate the company, its subsidiaries and its associated companies to enter into transactions with interested parties, including its controlling shareholder Hong Leong Investment Holdings (HLIH).

 

CDL directors and the relevant companies within the HLIH group abstained from voting on this resolution.

After an explosive saga revealed internal rifts between two factions in the City Developments Limited (CDL) boardroom earlier this year, the developer' s 62nd annual general meeting (AGM) on April 23 was meant to assuage shareholders, who had seen the value of their holdings plummet to a 16-year low in March.

 

Instead, non-executive director Philip Yeo spoke out against three existing directors - lead independent director Philip Lee, independent non-executive director Daniel Desbaillets and independent non-executive director Wong Ai Ai - for " pushing the agenda" to appoint Wong Su Yen and Jennifer Duong Young as independent non-executive directors without the board' s unanimous approval.

 

Yeo, a former civil servant who had served as chairman of the Economic Development Board, lashed out at his fellow directors in front of some 450 attendees of the hybrid AGM, claiming they had bypassed CDL chairman Kwek Leng Beng.

 

" It must be unanimous it must be [a] consensus. It should not be... disregarding the chairman," said Yeo, who was appointed in May 2009. " There' s no company I have been involved [in], overseas and locally, where directors can overthrow... in a coup against [the] chairman. All directors are appointed unanimously. It should not be a small group pushing for this."

 

Yeo' s fiery retort, which was met with applause by some shareholders, corroborates Leng Beng' s statement from Feb 26, a day after he issued court papers against his son Sherman Kwek, who is CEO of CDL, and board members of his faction.

 

The elder Kwek' s statement had read: " Contrary to established corporate governance principles, the SGX Listing Rules and the Code of Corporate Governance, they bypassed the Nomination Committee (NC) on two occasions to change the composition of the board and hastily followed up by making significant changes to board committees and the governance of the group."

 

The elder Kwek had been backed by Yeo, nomination committee chairman Chong Yoon Chou and independent non-executive director Colin Ong before father and son stopped legal action a fortnight later on March 12.

 

Chong, who was seated next to Yeo at the AGM, acknowledged that the proposed appointment of the two directors " was handled in a rushed manner" and came during the Lunar New Year period. Chong added that he " was given one week" to consider the board appointments - without explaining the deadline - and his father had taken ill in Kuala Lumpur a day before he had been scheduled to interview both candidates.

 

Young, one of the two newly-appointed directors, said she had been asked to meet the nomination committee and the board " on separate occasions" . Over Zoom video calls, she first met two nomination committee members, then two board members, but Chong " had to be called away to KL" , said Young.

 

CDL' s corporate governance report, released earlier this month - some weeks after the saga - admitted that the two new directors were voted in by a majority of its then-nine-member board " without the usual process of prior review and recommendation" by the board' s then-nominating committee.

 

However, the board defended the actions as " necessary and appropriate" , claiming there were " governance concerns in relation to the role and involvement" of an adviser at CDL' s hotel subsidiary Millennium & Copthorne (M& C).

 

That adviser had been revealed as Catherine Wu, who had worked closely with the elder Kwek for years. Sherman alleged in a Feb 27 statement: " Although her official position is adviser to the board of M& C, a wholly owned and principal subsidiary of CDL Group, she has been interfering in matters going well beyond her scope, and she wields and exercises enormous influence. These matters have troubled us as directors."

 

Wu resigned from her role as an " unpaid independent adviser" on March 4 after holding the post since August 2024. Before that, Wu was a board director at M& C between June 2022 and January 2024.

 

Former SID chair Wong speaks up

 

Wong Su Yen, the other newly-appointed board director, faced more flak for her involvement in the saga as she was a former chairperson of the Singapore Institute of Directors (SID). Between 2020 and 2023, Wong led the " apex organisation for corporate governance in Singapore" , as described on her LinkedIn profile, and she was also SID' s first female chairperson.

 

The same shareholder who had raised earlier questions about the saga pressed Wong for not observing Singapore' s code of corporate governance.

 

In response, Wong said " everything that the nominating committee did was actually abiding by the Companies Act, also by the Singapore Exchange listing rules and also the company' s constitution" . " We did, in fact, meet nominating committee members, and in fact, we' ve also met with the board... As Mr Chong has said, there were attempts for us to meet as well."

 

However, Wong questioned " process versus principle, or form versus substance" , launching into an analogy of a sick child who had been bitten by a venomous snake and needed urgent medical attention.

 

" A stranger takes the child to the hospital. Now, the hospital has procedures in place, which is that the parent needs to sign off before a procedure can be done on the child - very reasonable, and the hospital has a ' comply or explain' principle," said Wong.

 

" Now, the attending doctor has to make a decision: Do I do this procedure on this child because the venom is going through the child' s body? Or do I wait until I can find the parent who can sign off on this because that' s [the] procedure?" she added, alluding to Sherman' s plan to remove Wu from her post.

 

Wong' s colourful tale, however, was mocked by the shareholder. " She draws the analogy of a child needing immediate medical attention, but she is the child that needs to be attended to."

 

Wong clarified: " I ask that you take the position as an attending physician."

 

The shareholder quickly retorted: " But you' re not the attending physician. The attending physician, in your analogy, is really the NC, right? You are the child who has been bitten by the snake."

 

All five of CDL' s independent directors who were up for re-election were reappointed on April 23.