OTHERS SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”) - SUBSCRIPTION OF COMMERCIAL PAPERS OF SUNREIT BY SUNGEI WAY CORPORATION SDN BHD, A RELATED PARTY
|SUNWAY REAL ESTATE INVESTMENT TRUST|
|Description||SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”)|
- SUBSCRIPTION OF COMMERCIAL PAPERS OF SUNREIT BY SUNGEI WAY CORPORATION SDN BHD, A RELATED PARTY
Further to our announcements made on 24 February 2012, 15 March 2012 and 26 April 2012, the Board of Directors of Sunway REIT Management Sdn Bhd, the manager for SUNREIT (“Manager”) wishes to announce that the Manager has been informed that Sungei Way Corporation Sdn Bhd (“SWCSB”), a major unitholder of SUNREIT, has on 26 April 2012, via a private placement through Kenanga Investment Bank Berhad, subscribed for the commercial papers (“CP”) issued by SunReit Capital Berhad (formerly known as Noble Pioneer Sdn Bhd) (“SunReit Capital”) for a total subscription of RM40 million in nominal value for a tenure of 3 months (hereinafter referred to as “Subscription”).
2. INFORMATION ON SUNREIT CAPITAL AND SWCSB
2.1 SunReit Capital
SunReit Capital is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SunReit Capital are RM100,000/- and RM2/- respectively.
SunReit Capital is a special purpose vehicle, whose shares are held by OSK Trustees Berhad as trustee for SUNREIT. SunReit Capital was incorporated to undertake the proposed issue of, offer for subscription or purchase of or invitation to subscribe for or purchase of CP pursuant to a commercial paper issuance programme of up to RM1.6 billion in nominal value.
SWCSB is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SWCSB are RM10,000,000/- respectively. The principal activities of SWCSB are property investment and investment holding.
3. SALIENT TERMS OF THE CP
The details of the first issuance of CP on 26 April 2012 are as follows:-
4. BASIS OF ARRIVING AT THE CONSIDERATION
Kenanga Investment Bank Berhad and the Manager had agreed on a private placement of RM140 million CP in nominal value on a 3-month tenure at current market rate. This private placement is part of the private placement referred to in the third row of the table stated in paragraph 3 above. SWCSB is one of the clients represented by Kenanga Investment Bank Berhad in this private placement. The Subscription by SWCSB was not a transaction negotiated directly between SWCSB and the Manager.
The terms offered by Kenanga Investment Bank Berhad on behalf of its clients for the CP are comparable to terms offered by other investors in the market and thus its offer was accepted by the Manager.
6.1 On Unit Capital and Substantial Unitholders’ Unitholding
The Subscription will not have any effect on the total units of SUNREIT in issue and substantial unitholders’ unitholding of SUNREIT as it does not involve any allotment or issuance of new units by SUNREIT.
The Subscription will have no material impact or changes to the unaudited NAV of SUNREIT.
6.3 On Earnings
The Subscription is not expected to have any material effect on the earnings of SUNREIT for the financial year ending 30 June 2012.
7. APPROVALS REQUIRED
The Subscription does not require approval from the unitholders of SUNREIT or any relevant authorities.
8. DIRECTORS' AND MAJOR UNITHOLDERS' INTERESTS
Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling and Sarena Cheah Yean Tih are Directors of SWCSB and the Manager. Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Sarena Cheah Yean Tih and Evan Cheah Yean Shin are major shareholders of SWCSB as well as major unitholders of SUNREIT. Active Equity Sdn Bhd, being a major unitholder of SUNREIT, is also a major shareholder of SWCSB. Puan Sri Datin Seri Dr Susan Cheah Seok Cheng is a major unitholder of SUNREIT. Sarena Cheah Yean Tih is a Director of SunReit Capital and Evan Cheah Yean Shin is a Director of SWCSB.
Accordingly, Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling and Sarena Cheah Yean Tih have abstained from deliberation and voting in the Board of the Manager in respect of the Subscription.
Save as disclosed above, none of the other directors of the Manager or major unitholders of SUNREIT or persons connected with them has any interest, whether direct or indirect, in the Subscription.
9. THE MANAGER’S AUDIT COMMITTEE’S RECOMMENDATION
The Audit Committee of the Manager is of the opinion that the Subscription is in the best interests of SUNREIT and is not detrimental to the interests of the non-interested unitholders of SUNREIT. The Audit Committee of the Manager is of the view that the Subscription is fair, reasonable and on normal commercial terms.
10. STATEMENT BY THE BOARD OF DIRECTORS
Save and except for Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling and Sarena Cheah Yean Tih, the Board of Directors of the Manager is of the opinion that the Subscription is in the best interests of SUNREIT.
This announcement is dated 26 April 2012.
|Company Name||SUNWAY REAL ESTATE INVESTMENT TRUST|
|Date Announced||26 Apr 2012|