BURSA ANNOUCEMENTS

Date : 24 June 2011

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”) - CAR PARK TENANCY AGREEMENT BETWEEN OSK TRUSTEES BERHAD (AS TRUSTEE FOR SUNWAY REAL ESTATE INVESTMENT TRUST) AND MSW PARKING SDN BHD, A SUBSIDIARY OF SUNWAY CITY BERHAD

SUNWAY REAL ESTATE INVESTMENT TRUST

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionSUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”)
- CAR PARK TENANCY AGREEMENT BETWEEN OSK TRUSTEES BERHAD (AS TRUSTEE FOR SUNWAY REAL ESTATE INVESTMENT TRUST) AND MSW PARKING SDN BHD, A SUBSIDIARY OF SUNWAY CITY BERHAD
1. INTRODUCTION

We wish to inform that OSK Trustees Berhad, as Trustee for Sunway Real Estate Investment Trust (“SUNREIT”) (“the Trustee”) had on 23 June 2011, entered into a Car Park Tenancy Agreement with MSW Parking Sdn Bhd (“MSW”), a wholly-owned subsidiary of Sunway PFM Sdn Bhd (formerly known as Menara Sunway Sdn Bhd) which in turn is a wholly-owned subsidiary of Sunway City Berhad (“SunCity”), whereby the Trustee will lease out to MSW, the car park space with minimum of 1,323 parking bays located at Basements 1 to 2 as well as levels 5 to 8 (“Demised Premises”) within the complex known as Putra Place which consists of a shopping mall, office suites and a hotel with serviced apartments (“the Property”) located at 100, Jalan Putra, Kuala Lumpur for a term of 3 years at a monthly rental of an amount equivalent to the Base Rent (i.e. 20% of the gross operating revenue for the fiscal year) and 95% of the gross operating profit.

    The Demised Premises is part of the Property which was acquired by the Trustee, on behalf of SUNREIT, at a public auction conducted at the High Court in Kuala Lumpur on 30 March 2011 pursuant to an order of sale obtained by Commerce International Merchant Bankers Berhad. The acquisition was completed upon the registration of the Certificate of Sale (National Land Code Form 16F) with the Kuala Lumpur Land Registry on 19 April 2011.
2. INFORMATION ON SUNCITY, MSW, THE TRUSTEE AND SUNREIT
    2.1 SunCity

      SunCity 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 SunCity are RM1,000,000,000/- and RM470,011,432/- respectively. The principal activities of SunCity are property development and investment, and investment holding.

    2.2 MSW

    MSW, a wholly-owned subsidiary of Sunway PFM Sdn Bhd (formerly known as Menara Sunway Sdn Bhd) which in turn is a wholly-owned subsidiary of SunCity, 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 MSW are RM100,000/- and RM2/- respectively. The principal activity of MSW is car park management. MSW had on 23 June 2011 received the license to manage the car park operation at the Demised Premises from Dewan Bandaraya Kuala Lumpur.
      2.3 The Trustee

        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 and is also registered with the Securities Commission to conduct unit trust business.

        The principal activity of the Trustee is providing 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 6,000,000 comprising 1,200,000 ordinary shares of RM5.00 each are issued and partially paid-up.
      2.4 SUNREIT

        SUNREIT was established pursuant to a Deed dated 20 May 2010 (as amended by a Supplementary Deed dated 10 June 2010) entered into between Sunway REIT Management Sdn Bhd, the Manager for SUNREIT (“the Manager”) and the Trustee. The principal investment policy of SUNREIT is to invest in commercial, office, industrial and other real estate assets.
      3. SALIENT TERMS OF THE CAR PARK TENANCY AGREEMENT

      The salient terms of the Car Park Tenancy Agreement are as follows:


      Demised Premises:Basements 1 to 2 and Levels 5 to 8 within the complex known as Putra Place located at 100 Jalan Putra, Kuala Lumpur erected upon Geran No. Hakmilik 10012, Lot No. 38, Seksyen 51, Mukim Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur with a minimum of 1,323 parking bays.
      Rental:Amount equivalent to the Base Rent (i.e. 20% of the gross operating revenue for the fiscal year) and 95% of the gross operating profit.
      Term :3 years commencing from the date the Trustee obtains vacant possession of the Property or such date as notified in writing by the Trustee to MSW. The Trustee has instituted legal proceedings against the previous owner of the Demised Premises for, inter alia, an eviction order and the matter is pending disposal at the High Court of Malaya in Kuala Lumpur.

      The Trustee may at its absolute discretion and on the written request of MSW made at least 6 months prior to the expiration of the term of the Car Park Tenancy Agreement, grant to MSW an extension to the tenancy of the Demised Premises for a further term of 3 years commencing from the day immediately following the expiration of the term of the Car Park Tenancy Agreement on the same terms and conditions of the Car Park Tenancy Agreement.
      Payment terms of rental:Monthly payments in arrears on or before the 15th day of the month.


      4. RATIONALE

      This tenancy arrangement is consistent with all the other car park agreements for all the other properties within SUNREIT's portfolio (except for SunCity Ipoh Hypermarket), whereby car parks are tenanted to and operated by car park operators.
      5. EFFECTS OF THE CAR PARK TENANCY AGREEMENT
        5.1 On Unit Capital and Substantial Unitholders’ Unitholding
          The Car Park Tenancy Agreement will not have any effect on the total units of SUNREIT in issue and substantial unitholders’ unitholding of SUNREIT as they do not involve any allotment or issuance of new units by SUNREIT.

        5.2 On Net Asset Value (“NAV”)

        The Car Park Tenancy Agreement will have no material impact or changes to the unaudited NAV of SUNREIT at the time of completion.

        5.3 On Earnings

        The Car Park Tenancy Agreement is not expected to have any material effect on the earnings of SUNREIT for the financial year ending 30 June 2011.

        6. APPROVALS REQUIRED

          Pursuant to the Securities Commission’s Guidelines on Real Estate Investment Trusts, the Car Park Tenancy Agreement does not require approvals from the Securities Commission or the unitholders of SUNREIT.
        7. DIRECTORS' AND MAJOR UNITHOLDERS' INTERESTS

          Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling and Dato’ Ngeow Voon Yean are Directors of SunCity and the Manager. Dato’ Ngeow Voon Yean has direct interest in SunCity and deemed interest in SUNREIT.


          Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng, Sarena Cheah Yean Tih, Sungei Way Corporation Sdn Bhd, Timah Dunia Dredging Sdn Bhd, Active Equity Sdn Bhd and Government of Singapore Investment Corporation Pte Ltd are major shareholders of SunCity and major unitholders of SUNREIT. Sarena Cheah Yean Tih is also a Director of the Manager.

          Accordingly, Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Dato’ Ngeow Voon Yean and Sarena Cheah Yean Tih have abstained from deliberation and voting in the Board of the Manager in respect of the Car Park Tenancy Agreement.
          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, direct or indirect, in the Car Park Tenancy Agreement.
        8. THE MANAGER’S AUDIT COMMITTEE’S RECOMMENDATION
          The Audit Committee of the Manager, after having considered all aspects of the Car Park Tenancy Agreement, is of the opinion that the Car Park Tenancy Agreement 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 Car Park Tenancy Agreement is fair, reasonable and on normal commercial terms.
        9. STATEMENT BY THE BOARD OF DIRECTORS

          Save and except for Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Dato’ Ngeow Voon Yean and Sarena Cheah Yean Tih, the Board of Directors of the Manager is of the opinion that the Car Park Tenancy Agreement is in the best interests of SUNREIT.

        10. DOCUMENT AVAILABLE FOR INSPECTION

          The Car Park Tenancy Agreement is available for inspection by unitholders of SUNREIT at the registered office of the Manager 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 14 days from the date of this announcement.

        This announcement is dated 24 June 2011.


        Announcement Info

        Company NameSUNWAY REAL ESTATE INVESTMENT TRUST  
        Stock Name SUNREIT    
        Date Announced24 Jun 2011  
        CategoryGeneral Announcement
        Reference NoSR-110624-BF39D

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