1. INTRODUCTION

The Board of Directors of Sunway wishes to announce that Sunway has on 14 August 2013, entered into a Share Sale Agreement (“SSA”) with Millennium Pavilion Sdn Bhd (“MPSB”) for the purpose of disposing 200,000 ordinary shares of RM1/- each, representing 20% of the issued and paid-up share capital of Sunway REIT Management Sdn Bhd (“SRM”) to MPSB free from all encumbrances, claims, charges, liens and equities and with all rights attaching thereto at a total consideration of RM28,000,000/- (“Proposed Disposal”).

Sunway has also on even date, entered into a Shareholders Agreement (“SA”) with MPSB for the purpose of regulating the relationship between Sunway and MPSB as shareholders of SRM (“Proposed Joint Venture”).

2. INFORMATION ON SRM AND MPSB

SRM

SRM 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 SRM are RM1,000,000/- respectively. The principal activities of SRM are managing and administering real estate investment trust.

MPSB

MPSB is a company incorporated in Malaysia and having its registered office at 8.03, 8^th Floor, Plaza First Nationwide, 161, Jalan Tun H.S. Lee, 50000 Kuala Lumpur. The authorised and paid-up share capital of MPSB are RM100,000/- respectively. The principal activity of MPSB is investment holding.

3. SALIENT TERMS OF THE SSA AND SA

3.1 SSA

Pursuant to the SSA, Sunway will dispose 200,000 ordinary shares of RM1/- each, representing 20% of the issued and paid-up share capital of SRM to MPSB free from all encumbrances, claims, charges, liens and equities and with all rights attaching thereto at a total consideration of RM28,000,000/-.

The completion of the Proposed Disposal is conditional upon the fulfillment of the following conditions within 3 months from the date of the SSA or such other date as may be mutually agreed to in writing between Sunway and MPSB (“Cut-Off Date”):-

(i) SRM having obtained the approval of Securities Commission (“SC”) for the change in the shareholding of SRM vis-à-vis its continuing eligibility to be a management company of Sunway Real Estate Investment Trust (“Sunway REIT”), as a result of the Proposed Disposal pursuant to the Guidelines on Real Estate Investment Trust issued by SC; and
(ii) SRM having obtained the approval of the SC for the change in the shareholding of SRM which results in a change in its controller pursuant to the Licensing Handbook issued by SC.

3.2 SA

Sunway and MPSB have entered into the SA to regulate the relationship of the parties as shareholders of SRM.

SA is subject to and conditional upon the completion of the Proposed Disposal under the SSA by the Cut-Off Date.

Upon completion of the Proposed Disposal, the shareholding of Sunway and MPSB in SRM will be in the proportion of 80%:20%.

The SA also provides that :-

(i) Sunway shall be entitled to nominate and appoint four (4) directors whilst MPSB shall be entitled to nominate and appoint one (1) director in SRM;

(ii) The chief executive officer of SRM shall be appointed by the board of SRM as a Directors’ Reserved Matter, which requires the affirmative votes of at least one (1) director representative each from Sunway and MPSB; and

(iii) Sunway shall have the right to nominate chief financial controller and the asset managers of Sunway REIT for the approval of SRM’s board.

4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION FOR THE PROPOSED DISPOSAL

The purchase consideration is based on a price earnings ratio of 10 times based on 2012 earnings.

5. LIABILITIES TO BE ASSUMED

There are no liabilities (including contingent liabilities and guarantees) to be assumed by Sunway arising from the Proposed Disposal and Proposed Joint Venture.

6. ORIGINAL COST OF INVESTMENT AND DATE OF SUCH INVESTMENT

The original cost of investment was RM200,000/- which was made on 18 August 2011.

7. RATIONALE

The shareholders of MPSB comprise distinguished individuals namely Dato’ Lim Say Chong, Mr Oh Kim Sun and Mr Ng Sing Hwa with a wealth of experience in the property, banking and manufacturing industries. With their extensive experience in the corporate world and wide network of contacts, MPSB would be able to add value to SRM by providing additional leads for property acquisition as well as strategic insights at SRM’s board level as MPSB will be granted a seat on the board of SRM.

In addition, the Proposed Disposal will enable the Group to raise cash proceeds of RM28 million from the disposal consideration and realizes an immediate gain on disposal of RM26 million.

Subsequent to the Proposed Disposal, the Group will not be required to consolidate the financials of Sunway REIT under the new “Financial Reporting Standard 10 – Consolidated Financial Statements” which takes effect from 1 January 2013.

8. RISK FACTORS

There are no additional risks to Sunway arising from the Proposed Disposal and Proposed Joint Venture.

9. EFFECTS OF THE PROPOSED DISPOSAL AND PROPOSED JOINT VENTURE

9.1 On Share Capital and Substantial Shareholders’ Shareholding

The Proposed Disposal and Proposed Joint Venture will not have any effect on the share capital and substantial shareholders' shareholding of Sunway as they do not involve any allotment or issuance of new shares by Sunway.

9.2 On Earnings Per Share, Net Assets Per Share and Gearing

Other than the fair value gain (under the Financial Reporting Standards) which can be quantified upon the completion of the Proposed Disposal, the Proposed Disposal and Proposed Joint Venture are not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Sunway for the current financial year ending 31 December 2013.

10. APPROVAL REQUIRED

The Proposed Joint Venture does not require approval from the shareholders of Sunway or any relevant authorities. However, the Proposed Disposal is subject to approval/consent of the SC.

11. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

Insofar as the Directors are aware, none of the directors or major shareholders of Sunway or persons connected with them has any interest, whether direct or indirect, in the Proposed Disposal and Proposed Joint Venture.

12. STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of Sunway is of the opinion that the Proposed Disposal and Proposed Joint Venture are in the best interests of Sunway.

13. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED DISPOSAL

Barring any unforeseen circumstances and subject to the approval of the relevant authorities and fulfillment of all conditions precedent, the Proposed Disposal is expected to be completed by the second half of 2013.

14. DOCUMENTS AVAILABLE FOR INSPECTION

The SSA and SA are available for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 15 August 2013.