BURSA ANNOUCEMENTS

Date : 10 July 2012

OTHERS SUNWAY REAL ESTATE INVESTMENT TRUST ("SUNREIT") - PROPOSED ISSUE OF, OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR INVITATION TO SUBSCRIBE FOR OR PURCHASE OF UNRATED MEDIUM TERM NOTES (“UNRATED MTNs”) PURSUANT TO A MEDIUM TERM NOTE PROGRAMME OF UP TO RM1.0 BILLION IN NOMINAL VALUE (“MTN PROGRAMME”) [“PROPOSAL”]

SUNWAY REAL ESTATE INVESTMENT TRUST

TypeAnnouncement
SubjectOTHERS
DescriptionSUNWAY REAL ESTATE INVESTMENT TRUST ("SUNREIT")
- PROPOSED ISSUE OF, OFFER FOR SUBSCRIPTION OR PURCHASE OF, OR INVITATION TO SUBSCRIBE FOR OR PURCHASE OF UNRATED MEDIUM TERM NOTES (“UNRATED MTNs”) PURSUANT TO A MEDIUM TERM NOTE PROGRAMME OF UP TO RM1.0 BILLION IN NOMINAL VALUE (“MTN PROGRAMME”) [“PROPOSAL”]

1. INTRODUCTION

We refer to our announcement dated 25 May 2012 in respect of the Proposal. The Board of Directors of Sunway REIT Management Sdn Bhd, the manager of SUNREIT is pleased to announce that HwangDBS Investment Bank Berhad
(“HwangDBS”) being the Principal Adviser/Lead Arranger and Facility Agent for the Proposal, had on 9 July 2012, received the approval from the Securities Commission Malaysia (“SC”) vide its letter dated 9 July 2012 in respect of the application for the Proposal, which was submitted on behalf of SunREIT Unrated Bond Berhad (formerly known as Mega Revenue Sdn Bhd) (“Issuer”) on 24 May 2012.

The Issuer is a special purpose vehicle whose shares are held by OSK Trustees Berhad as trustee for SUNREIT to undertake the Proposal.


2. DETAILS OF THE MTN PROGRAMME

The MTN Programme has a tenure of up to fifteen (15) years from the date of first issuance. The Unrated MTNs may be issued at any time during the MTN Programme tenure provided that the Unrated MTNs mature on or prior to the expiry of the MTN Programme and that the first issuance under the MTN Programme shall be within two (2) years from the date of the SC’s approval.

The issue size of the first issuance of Unrated MTNs under the MTN Programme shall be up to RM400.0 million in nominal value comprising the following tranches:-

Tranche
    Nominal Value
1
    RM270.0 million
2
    RM130.0 million

The sole placee for the first issuance of the Unrated MTNs is DBS Bank Ltd. Any further subscription(s) of Unrated MTNs is subject to further approval of DBS Bank Ltd.

The Unrated MTNs shall not be offered, sold or delivered, directly or indirectly, nor may any document or other material in connection therewith be distributed in Malaysia, other than to persons falling within Schedule 6 (or Section 229(1)(b)) or Schedule 7 (or Section 230(1)(b)) and Schedule 8 (or Section 257(1)) of the Capital Markets and Services Act 2007 as amended from time to time (“CMSA”). Further, the Unrated MTNs are debentures which by their terms shall only be held by a single holder, and accordingly the Unrated MTNs fall within Paragraph 4 Schedule 8 of the CMSA. The Unrated MTNs are non-transferable and non-tradable.


Tranche 2 of the first issue of the Unrated MTNs are secured by the Pool B Assets (i.e. Sunway Hotel Seberang Jaya and Sunway Carnival Shopping Mall) and their cashflows whereas all other Unrated MTNs issued under the MTN Programme (including Tranche 1) are secured by the Pool A Assets (i.e. Sunway Pyramid Shopping Mall; SunCity Ipoh Hypermarket; Menara Sunway; Sunway Tower; Sunway Resort Hotel & Spa; Pyramid Tower Hotel; and Sunway Putra Place comprising Sunway Putra Mall, Sunway Putra Hotel and Sunway Putra Tower) and their cashflows.

The Unrated MTNs shall be issued at a discount or at par to the nominal value and on a private placement without prospectus.


3. UTILISATION OF THE PROCEEDS

The proceeds raised from the Unrated MTNs shall be utilised by the Issuer for the following purposes:-

(a) up to RM400.0 million to repay existing borrowings undertaken by SUNREIT, including without limitation, any outstanding commercial papers issued by SunREIT Capital Berhad under its commercial papers programme of RM1.6 billion in nominal value and any new borrowings taken by SUNREIT to repay existing borrowings of SUNREIT; and

(b) up to RM600.0 million to repay existing borrowings undertaken by SUNREIT and/or to finance (including repayment of cash utilised by SUNREIT to part finance) the investment activities (including future acquisition, capital expenditure and the related acquisition and financing expenses) of SUNREIT in accordance with SUNREIT’s Deed and the Guidelines on Real Estate Investment Trusts issued by the SC.

This announcement is dated 10 July 2012.



Announcement Info

Company NameSUNWAY REAL ESTATE INVESTMENT TRUST  
Stock Name SUNREIT    
Date Announced10 Jul 2012  
CategoryGeneral Announcement
Reference NoSR-120710-8F98C

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