BURSA ANNOUNCEMENTS

Date : 27 April 2011

MATERIAL LITIGATION SUNWAY REAL ESTATE INVESTMENT TRUST - LEGAL PROCEEDINGS INSTITUTED BY METROPLEX BERHAD (PROVISIONAL LIQUIDATORS APPOINTED) AGAINST COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD, OSK TRUSTEES BERHAD, SUNWAY REAL ESTATE INVESTMENT TRUST, SUNWAY REIT MANAGEMENT SDN BHD AND AHMAD FAIRUZ BIN MOHD PUZI (AS AN OFFICER OF THE COURT HAVING CONDUCT OF THE AUCTION OF PUTRA PLACE ON 30 MARCH 2011 (ORIGINATING SUMMONS NO: 24NCVC-952-2011)

SUNWAY REAL ESTATE INVESTMENT TRUST

TypeAnnouncement
SubjectMATERIAL LITIGATION
DescriptionSUNWAY REAL ESTATE INVESTMENT TRUST
- LEGAL PROCEEDINGS INSTITUTED BY METROPLEX BERHAD (PROVISIONAL LIQUIDATORS APPOINTED) AGAINST COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD, OSK TRUSTEES BERHAD, SUNWAY REAL ESTATE INVESTMENT TRUST, SUNWAY REIT MANAGEMENT SDN BHD AND AHMAD FAIRUZ BIN MOHD PUZI (AS AN OFFICER OF THE COURT HAVING CONDUCT OF THE AUCTION OF PUTRA PLACE ON 30 MARCH 2011 (ORIGINATING SUMMONS NO: 24NCVC-952-2011)
We wish to announce that Metroplex Berhad (Provisional Liquidators Appointed) (“Plaintiff”) had on the evening of 26 April 2011 through their lawyer served an Originating Summons dated 25 April 2011 and an affidavit affirmed by Chan Wai Loon, at the registered address of OSK Trustees Berhad (“Second Defendant”) and Sunway REIT Management Sdn Bhd (“Fourth Defendant”). The same documents addressed to Sunway Real Estate Investment Trust (“Third Defendant”) were served on the registered address of the Fourth Defendant. The other defendants in the Originating Summons are Commerce International Merchant Bankers Berhad (“First Defendant”) and Ahmad Fairuz bin Mohd Puzi (as an officer of Court having conduct of the auction of Putra Place on 30 March 2011) (“Fifth Defendant”).
The Plaintiff is seeking the following from the High Court of Malaya in Kuala Lumpur:

1. to decide on various questions which are summarised as follows:-
      1.1 That on a true interpretation of Section 253(3) of the National Land Code 1965, the Conditions of Sale No. 2 as prepared by the First Defendant is ultra vires the National Land Code 1965 and therefore null and void.
          1.1.1 A declaration that the First Defendant has interfered in the process of law by limiting the potential bidders that took part in the auction of Putra Place on 30 March 2011 (“Public Auction”);

      1.2 That based on a true interpretation of Section 253(4) of the National Land Code 1965, the First Defendant or chargee did not have any role at the Public Auction according to Section 259 of the National Land Code 1965. A declaration that the First Defendant through its agent, Mr Alan Adrian Gomez has interfered in the Public Auction by:-
          (a) taking an active part in the entrance of the auction room by checking the people that wish to enter the auction room;

          (b) informing the licensed auctioneer to read the Proclamation of Sale.
      1.3 That based on a true interpretation of Section 257(1)(d) and (e) and Section 260 National Land Code 1965 there is a distinction between the role of a Registrar of the High Court and an officer of the Court that conducted the Public Auction.
          1.3.1 A declaration that the Fifth Defendant has no power and jurisdiction in making a judicial decision on matters that did not arise during the Public Auction and the decision is ultra vires the National Land Code 1965 and should be set aside.

      1.4 That based on a true interpretation of Section 259(2)(a) of the National Land Code 1965 that it is the responsibility of the Fifth Defendant to accept the bids during the Public Auction.
          (a) A declaration that on 30 March 2011 for the auction of Putra Place, the Fifth Defendant did not receive any offer or bid and therefore there is no auction of Putra Place;

          (b) A declaration that as the Fifth Defendant did not accept any offer, the sale (if any) to the Second Defendant is a sale by private treaty and is null and void.
      1.5 That a declaration that Mr Alan Adrian Gomez whether as a solicitor for the First Defendant or a representative of the Second Defendant has interfered in the Public Auction.

      1.6 A declaration that the prohibition of the public from the Public Auction by the Fifth Defendant and the First Defendant through its agent, Mr Alan Adrian Gomez, has made the Public Auction into a private auction and that the decision of the Fifth Defendant is ultra vires the National Land Code 1965 and is null and void and of no effect.

      1.7 A declaration that the presence of Dato’ Ng Tiong Lip who was allowed to enter the auction room by the Fifth Defendant and/or the First Defendant through their agent, Mr Alan Adrian Gomez has made the Public Auction into a private auction;

      1.8 A declaration that the presence of Mr Sree Harry in the auction room without any letter of authorisation from any parties and allowed to enter the auction room by the First Defendant and/or the Fifth Defendant has made the Public Auction into a private auction.

      1.9 A declaration that the refusal to allow Mr Robert Ti to be in the auction room by the Fifth Defendant with the assistance of security officer of the Court has changed what is meant to be the Public Auction into a private auction.

      1.10 That the letter of authorisation given by the Second Defendant did not comply with Condition No. 2 of the Bahasa Melayu version of the Conditions of Sale.
          (a) a declaration that the presence of Ms Woo Lai Mei has made the Public Auction into a private auction;

          (b) that the sale (if any) perfected through a private auction is a sale by private treaty with the presence of the agent of the First Defendant;

          (c) a declaration that the Fifth Defendant ought to have rejected the letter of authorisation given by the Second Defendant and asked Ms Woo Lai Mei, Dato’ Ng Tiong Lip and Mr Sree Harry to leave the auction room, consistent with the treatment given to Mr Robert Ti as prayed in paragraph 1.9 above;

          (d) a further declaration that with the exclusion of Ms Woo Lai Mei, Dato’ Ng Tiong Lip and Mr Sree Harry, the Fifth Defendant ought to have declared that the Public Auction as failed for no bidders.
      1.11 A declaration that based on the events that occurred on 28 March 2011 starting with the meeting with the Fifth Defendant as the Deputy Registrar of the High Court until 30 March 2011 in the auction room of the High Court of Malaya, there is no Public Auction as provided under the National Land Code 1965.

      1.12 A declaration that the Fifth Defendant having known of the existence of a local bidder on 28 March 2011 and the active involvement of the First Defendant through its agent, Mr Alan Adrian Gomez, on 30 March 2011 has ensured the Public Auction has become a private auction for the interest of the First Defendant in breach of the National Land Code 1965.

      1.13 A declaration that the Third Defendant is a fund and not a legal entity and it can only be managed by the Fourth Defendant and nonetheless the Fourth Defendant did not give any instruction to any person to make a bid for the Third Defendant.

      1.14 A declaration that the Third Defendant is a fund and not a legal entity and cannot hold assets in the name of the Third Defendant.

      1.15 A declaration that the purchase of Putra Place by the Third Defendant through the Fourth Defendant as announced on 20 April 2011 breaches the Capital Markets and Services Act 2007 and also the Guidelines on Real Estate Investment Trusts issued by the Securities Commission on 21 August 2008.

      1.16 A declaration that the Second Defendant is a trustee to unit holders and as a trustee it can only take instruction from its beneficiaries through procedures in the Deed dated 20 May 2010, the Capital Markets and Services Act 2007 and also the Guidelines on Real Estate Investment Trusts issued by the Securities Commission on 21 August 2008 and any action by the Second Defendant which breaches the law is invalid.

      1.17 A declaration that the offer made by the Second Defendant breaches its Articles of Association and it is not its duties under the Deed dated 20 May 2010 to make an offer without the directions of the beneficiaries or unit holders of Sunway REIT.

      1.18 A declaration that the National Land Code 1965 Form 16F Certificate of Sale by the Court signed by the Fifth Defendant as an officer of the Court shows the land Lot No. 38 Seksyen 0051 Grn 10012 (Putra Place) has been sold to the Second Defendant and to the Second Defendant as a trustee of Sunway Real Estate Investment Trust which is the Third Defendant.

      1.19 A declaration that the registration of proprietorship in the registration book of the Land and Mines Office Wilayah Persekutuan Kuala Lumpur shows that the ownership of Lot No. 38 Seksyen 0051 Grn 10012 is the Second Defendant.

      1.20 A declaration that the details of ownership and address in the registration book of the Land and Mines Office Wilayah Persekutuan did not state that the Second Defendant is the trustee for the Third Defendant.

      1.21 A declaration that the ownership and address in the registration book of the Land and Mines Office Wilayah Persekutuan did not reflect the National Land Code 1965 Form 16F Certificate of Sale by the Court and is null and void.

      1.22 A declaration that the High Court cannot sanction or allow a transaction that was carried out in breach of the rules and guidelines made by parliament to enter into the register of the Registrar of Titles Kuala Lumpur.
2. the following orders:
      2.1 An order that the sale to the Second Defendant and/or the Third Defendant and/or the Fourth Defendant be set aside and remitted back to the Registrar of the High Court to proceed further as provided in Section 259(2)(c) of the National Land Code 1965 for the following reasons:-
          (a) that the sale (if any) on 30 March 2011 has occurred due to the breaches of:
              (i) National Land Code 1965;
              (ii) Capital Markets and Services Act 2007;
              (iii) Guidelines on Real Estate Investment Trusts issued by the Securities Commission on 21 August 2008;
      2.2 An order that all proceedings to register and issue the issue document of title for Lot No. 38 Seksyen 0051 Grn 10012 by the Second Defendant and/or the Third Defendant and/or the Fourth Defendant be prohibited by the High Court until the conclusion of the hearing on the Originating Summons;
        2.3 An order that any presentation made to register the Second Defendant (in any capacity) and/or the Third Defendant and/or the Fourth Defendant be thrown out and that the chargor which is Metroplex Holdings Sdn Bhd be registered again as the registered proprietor without any presentation of charge;

        2.4 Costs to be borne by the Defendants;

        2.5 Damages suffered by the Plaintiff to be assessed; and

        2.6 Any other orders as the High Court thinks fit.
    The matter is fixed for hearing before the Senior Assistant Registrar on 12 May 2011.
      The Second Defendant, the Third Defendant and the Fourth Defendant are seeking legal advice on the above matter.

      This announcement is dated 27 April 2011.

      Announcement Info

      Company NameSUNWAY REAL ESTATE INVESTMENT TRUST  
      Stock Name SUNREIT    
      Date Announced27 Apr 2011  
      CategoryGeneral Announcement
      Reference NoSR-110427-6B97B

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