TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”) - LETTER OF AWARD TOTALING RM258.4 MILLION TO SUNWAY CONSTRUCTION SDN BHD IN RELATION TO THE PROPOSED EXTENSION AND REFURBISHMENT OF SUNWAY PUTRA MALL
|SUNWAY REAL ESTATE INVESTMENT TRUST|
|Subject||TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)|
RELATED PARTY TRANSACTIONS
|Description||SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”)|
- LETTER OF AWARD TOTALING RM258.4 MILLION TO SUNWAY CONSTRUCTION SDN BHD IN RELATION TO THE PROPOSED EXTENSION AND REFURBISHMENT OF SUNWAY PUTRA MALL
We wish to inform that OSK Trustees Berhad as trustee for SunREIT (“the Trustee”) has on 23 January 2013, authorised Sunway REIT Management Sdn Bhd, the Manager for SunREIT (”the Manager”) to award and appoint Sunway Construction Sdn Bhd (“SunCon”), a wholly-owned subsidiary of Sunway Holdings Sdn Bhd (“SunH”) which in turn is a wholly-owned subsidiary of Sunway Berhad (“Sunway”) as project delivery partner (PDP) for the planning, coordination, construction and completion of the proposed extension and refurbishment of Sunway Putra Mall which includes the following :
a) 3-storey basement car park including 1-storey retail mall;
b) 9-storey retail mall including 4-storey car park; and
c) Addition of 4-storey cineplex at level 6
Sunway 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 Sunway are RM1,000,0000,000.00 and RM1,292,505,004.00 respectively. The principal activities of Sunway are investment holding and provision of management services.
The Manager (also referred to as “the Employer” under the Award), a wholly-owned subsidiary of Sunway, 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 the Manager are RM1,000,000/- respectively. The principal activity of the Manager is management of real estate investment fund.
The Trustee is a company incorporated in Malaysia and having its registered office at 20th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur. It is registered as a trust company under the Trust Companies Act, 1949.
The principal activity of the Trustee is providing professional private and corporate trustee services.
The present authorised share capital of the Trustee is RM25,000,000 comprising 2,500,000 ordinary shares of RM10.00 each, of which 1,200,000 are currently issued and credited as partially paid-up of RM5.00 each in the Trustee.
SunREIT was established pursuant to a Deed dated 20 May 2010 (as amended by a Supplementary Deed dated 10 June 2010) entered into between the Manager and the Trustee. The principal investment policy of SunREIT is to invest in commercial, office, industrial and other real estate assets.
“Works” is defined as the scope of the refurbishment works, including but not limited to the following:
ii) Demolition of existing steel/RC structural and skylight works
iii) Construction of new retail area including new structure
iv) Refurbishment of entrances, ground floor lobbies and back of house (BOH) areas to retail mall, offices and hotel
v) Upgrading of building façade
vi) External and infrastructure works including improvement of external traffic and road system to and surrounding the Project
vii) Pedestrian link bridge to existing Light Rail Transit (LRT) Station
viii) Any other works related to and necessary for the functionality of the Works.
3.3 The Provisional Contract Sum is RM258,400,000.00 (Ringgit Malaysia: Two Hundred and Fifty Eight Million Four Hundred Thousand Only) which comprises amongst others, various work contract packages to be competitively tendered. The price is deemed to include the cost of all works necessary for the timely and satisfactory completion of the Works in its entirety. The PDP is fully responsible and liable for the due performance by all the works contractors who are awarded the work contract packages.
3.4 All Works carried out on site shall comply with all relevant authorities’ requirements and approvals. The PDP shall be fully responsible and liable for the consequences of any Works executed without prior approval from the local authority including any form of fines or “Stop Work Order” issued by the relevant authority.
3.5 The Defect Liability Period (DLP) shall be twenty four (24) Months from the Date of Practical Completion stated in the Certificate of Practical Completion of the Works.
- To leverage on the PDP’s capability, experience and resources from an early stage due to the complexity and magnitude of the refurbishment project
- Limit post award uncertainties by involving the PDP on all aspects of design and procurement
- Potentially lower cost due to better control over uncertainties with PDP’s early involvement and expertise
- Shorter completion period compared to a traditional approach
SunCon is appointed as the PDP based on the following justification:
- It has the necessary expertise and resources to undertake the project
- It is selected based on competitive quotation
5.2 On Net Asset Value (“NAV”)
The Award will have no material impact or changes to the unaudited NAV of SunREIT at the time of completion.
5.3 On Earnings
The Award is not expected to have any material effect on the earnings of SunREIT for the financial year ending 30 June 2013.
6. APPROVALS REQUIRED
Pursuant to the Securities Commission’s Guidelines on Real Estate Investment Trusts, the Award does not require approvals from the Securities Commission or the unitholders of SunREIT.
Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling is the Chairman and Non-Independent Non-Executive Director of the Manager and the Executive Chairman and a Non-Independent Executive Director of Sunway.
Ms Sarena Cheah Yean Tih is a Non-Independent Non-Executive Director of the Manager and a Non-Independent Executive Director of Sunway.
Dato’ Ngeow Voon Yean is a Non-Independent Non-Executive Director of the Manager who has direct interest in Sunway and indirect interest in SunREIT’s units through his spouse and child. In the interest of good corporate governance, as he also sits on the Board of Management Committee of Sunway and on the board of directors of certain subsidiaries of Sunway, he has opted to abstain and will continue to abstain from all deliberations and from voting in respect of the Award.
Accordingly, Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Sarena Cheah Yean Tih and Dato’ Ngeow Voon Yean have abstained from all deliberations and from voting in respect of the Award.
Save and except for Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Sarena Cheah Yean Tih and Dato’ Ngeow Voon Yean (abstained from deliberation and voting in the Board of the Manager in respect of the Award), the Board of Directors of the Manager is of the opinion that the Award is in the best interests of SunREIT and is not detrimental to the interests of the non-interested unitholders of SunREIT. The Board of Directors of the Manager is of the view that the Award is fair, reasonable, on normal commercial terms and carried out on an arm’s length basis.
|Company Name||SUNWAY REAL ESTATE INVESTMENT TRUST|
|Date Announced||23 Jan 2013|