BURSA ANNOUCEMENTS

Date : 06 October 2015

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS SUNWAY REAL ESTATE INVESTMENT TRUST (SUNREIT) - THIRD CAR PARK TENANCY AGREEMENT BETWEEN RHB TRUSTEES BERHAD (AS TRUSTEE FOR SUNREIT) AND SUNWAY MALL PARKING SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUNWAY BERHAD

SUNWAY REAL ESTATE INVESTMENT TRUST

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
SUNWAY REAL ESTATE INVESTMENT TRUST (SUNREIT)
- THIRD CAR PARK TENANCY AGREEMENT BETWEEN RHB TRUSTEES BERHAD  (AS TRUSTEE FOR SUNREIT) AND SUNWAY MALL PARKING SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUNWAY BERHAD

1.   INTRODUCTION

RHB Trustees Berhad (as Trustee for SUNREIT) (“the Trustee”) and Sunway Mall Parking Sdn Bhd (“SMPSB”), a wholly-owned subsidiary of Sunway City Sdn Bhd (“SunCity”) which in turn is a wholly-owned subsidiary of Sunway Berhad (“Sunway”) had on 23 June 2011, entered into a Car Park Tenancy Agreement in relation to Basement 1, Basement 2 and Level 5 to Level 8 within Sunway Putra with a minimum 1,323 parking bays (“Demised Premises”) for a term of three (3) years (“First CPTA”).

The Trustee and SMPSB had on 26 September 2014, entered into the Second Car Park Tenancy Agreement to renew the tenancy of the Demised Premises, except that the duration of the tenancy has been shortened from 3 years to a period not more than 7 months (23 June 2014 to 31 December 2014) (“Second CPTA”). The duration of the tenancy was extended through a supplemental letter dated 24 March 2015 for a further period of six (6) months which expired on 30 June 2015.

In view that the extended term of the Second CPTA has expired on 30 June 2015, the Trustee has agreed to renew the tenancy of the Demised Premises for a third term subject to the terms and conditions as stipulated in Third Car Park Tenancy Agreement dated 6 October 2015 (“Third CPTA”).

 

2.   SALIENT TERMS OF THE THIRD CPTA

Pursuant to the Third CPTA, the parties have agreed to renew the tenancy of the Demised Premises for a period of three (3) years commencing from 1 July 2015 until 30 June 2018 (“Third Renewed Term”). The Trustee acting on the recommendation of Sunway REIT Management Sdn Bhd, the Manager for SUNREIT (“the Manager”) may, at its absolute discretion and on the written request of SMPSB make at least one (1) month prior to the expiration of the Third Renewed Term, and provided SMPSB shall not at the time of such request be in any existing breach or default of any of the terms, covenants, obligations, restrictions and conditions under the Third CPTA, grant to SMPSB an extension to the tenancy of the Demised Premises for a further term of three (3) years commencing from the day immediately following the expiration of the Third Renewed Term on the same terms and conditions of the Third CPTA.

 

 3. INFORMATION ON SUNWAY, SUNCITY, SMPSB, THE TRUSTEE, SUNREIT AND THE MANAGER              

3.1 Sunway

Sunway is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of Sunway are RM10,000,000,000/- and RM1,799,114,100/- respectively. The principal activities of Sunway are investment holding and provision of management services.

3.2 SunCity

SunCity, 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, 47500 Subang Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SunCity are RM3,500,000,000/- and RM251,384.14 respectively. The principal activity of SunCity is investment holding.

3.3 SMPSB

SMPSB, a wholly-owned subsidiary of SunCity which in turn is 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, 47500 Subang Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SMPSB are RM100,000/- and RM2/- respectively. The principal activities of SMPSB are those of a car park operator. 

 3.4 The Trustee

The Trustee is a company incorporated in Malaysia and having its registered office at Level 9, Tower One, RHB Centre, Jalan Tun Razak, 50400 Kuala Lumpur. It is registered as a trust company under the Trust Companies Act, 1949.

The principal activity of the Trustee is providing professional retail 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.

3.5 SUNREIT

SUNREIT was established pursuant to a Deed dated 20 May 2010 (as supplemented by a Supplemental 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.

3.6 The Manager

The Manager, a subsidiary of Sunway, is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang 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 managing and administering a real estate investment fund.

 

 4.  RATIONALE

SMPSB is the current carpark operator for Sunway Putra Mall and their past performance has been satisfactory. The rental computation formula remained unchanged for the renewal.

 

 5.  EFFECTS OF THE THIRD CPTA

 5.1 On Unit Capital and Substantial Unitholders’ Unitholding

The Third CPTA will not have any effect on the total units issued and substantial unitholders’ unitholding as the Third CPTA does not involve any allotment or issuance of new units by SUNREIT.

5.2 On Net Asset Value (“NAV”)

The Third CPTA will have no material impact or changes to the unaudited NAV of SUNREIT at the time of completion.

5.3 On Earnings

The Third CPTA is not expected to have any material effect on the earnings of SUNREIT for the financial year ending 30 June 2016.

  

6.   APPROVALS REQUIRED

Pursuant to the Securities Commission’s Guidelines on Real Estate Investment Trusts, the Third CPTA 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 Sarena Cheah Yean Tih are Directors of Sunway and the Manager. Dato’ Ngeow Voon Yean is a Director of the Manager as well as SMPSB. He also has direct interest in Sunway 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, Evan Cheah Yean Shin, Sungei Way Corporation Sdn Bhd and Active Equity Sdn Bhd are major shareholders of Sunway and major unitholders of SUNREIT.

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 Third CPTA.

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 Third CPTA.

 

8.    THE MANAGER’S AUDIT COMMITTEE’S RECOMMENDATION

The Audit Committee of the Manager, after having considered all aspects of the Third CPTA, is of the opinion that the Third CPTA 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 Third CPTA 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 terms of the Third CPTA is in the best interests of SUNREIT.

 

10DOCUMENT AVAILABLE FOR INSPECTION

The Third CPTA 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, 47500 Subang 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 6 October 2015.






Announcement Info

Company Name SUNWAY REAL ESTATE INVESTMENT TRUST
Stock Name SUNREIT
Date Announced 06 Oct 2015
Category General Announcement for PLC
Reference Number GA1-06102015-00070


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