BURSA ANNOUNCEMENTS

Date : 03 July 2013

OTHERS SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”) - VARIATION TO THE HOTEL MASTER LEASE DATED 29 JUNE 2011 AND THE FIRST SUPPLEMENTAL AGREEMENT DATED 5 JANUARY 2012 BETWEEN RHB TRUSTEES BERHAD (FORMERLY OSK TRUSTEES BERHAD) (AS TRUSTEE FOR SUNWAY REAL ESTATE INVESTMENT TRUST), SUNWAY REIT MANAGEMENT SDN BHD AND SUNWAY PUTRA HOTEL SDN BHD

SUNWAY REAL ESTATE INVESTMENT TRUST

TypeAnnouncement
SubjectOTHERS
DescriptionSUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”)
- VARIATION TO THE HOTEL MASTER LEASE DATED 29 JUNE 2011 AND THE FIRST SUPPLEMENTAL AGREEMENT DATED 5 JANUARY 2012 BETWEEN RHB TRUSTEES BERHAD (FORMERLY OSK TRUSTEES BERHAD) (AS TRUSTEE FOR SUNWAY REAL ESTATE INVESTMENT TRUST), SUNWAY REIT MANAGEMENT SDN BHD AND SUNWAY PUTRA HOTEL SDN BHD

1. INTRODUCTION
    We refer to our announcement dated 29 June 2011 in relation to the hotel master lease made between RHB Trustees Berhad (formerly OSK Trustees Berhad) as Trustee for SUNREIT (“the Trustee”), Sunway REIT Management Sdn Bhd as the Manager for SUNREIT (“the Manager”) and Sunway Putra Hotel Sdn Bhd (“SPHSB”), a wholly-owned subsidiary of Sunway City Sdn Bhd (“SunCity”) which in turn is a wholly-owned subsidiary of Sunway Berhad (“Sunway”) (“Hotel Master Lease”) whereby the Trustee agreed to lease out to SPHSB, the hotel consisting of 618 rooms located at 100 Jalan Putra, Kuala Lumpur (“Hotel”) for a term of 10 years commencing from 28 September 2011 and will end on 27 September 2021 at a total rent in accordance with the formula as stipulated in the Hotel Master Lease.

    Subsequently, the Trustee, the Manager and SPHSB had on 5 January 2012 entered into a supplemental agreement to the Hotel Master Lease (“First Supplemental Agreement”) to document the agreement reached by the parties on the guaranteed rent payable by SPHSB (“Guaranteed Rent”).

    In light of a major refurbishment being carried out on Sunway Putra Mall, a shopping mall situated on the adjoining property to the Hotel commencing from 1 May 2013 for an estimated period of two (2) years therefrom which will adversely affect the business of SPHSB, SPHSB has appealed to the Manager and the Trustee for a variation to the Guaranteed Rent. The Manager and the Trustee have agreed to enter into a second supplemental agreement to the Hotel Master Lease (“Second Supplemental Agreement”) to vary the Guaranteed Rent under the First Supplemental Agreement.

2. SALIENT TERMS OF THE SECOND SUPPLEMENTAL AGREEMENT
    Pursuant to the Second Supplemental Agreement, the parties agree to vary the Guaranteed Rent for 3rd Fiscal Year as follows:-

    (a) The total rent payable by SPHSB to the Trustee shall be the amount calculated in accordance with the variable rent formula under the Hotel Master Lease for the period between 1 July 2013 to 30 June 2014 (“3rd Fiscal Year”). As such, the applicable amount of the Guaranteed Rent in the schedule of the First Supplemental Agreement shall not apply to the 3rd Fiscal Year.

    (b) If the variable rent calculated is less than the amount of the Guaranteed Rent for the 3rd Fiscal Year, the difference between the Guaranteed Rent and the Variable Rent (“differential sum”) shall be adjusted in agreed proportions from 5th Fiscal Year until the 11th Fiscal Year and added to the Guaranteed Rent from the 5th Fiscal Year until the 11th Fiscal Year . The amount of the differential sum added to the Guaranteed Rent each year from 5th Fiscal Year until the 11th Fiscal Year shall be mutually agreed and documented by the parties in writing to supplement the Second Supplemental Agreement.

    (c) The same variation to the total rent payable by SPHSB to the Trustee may apply to the 4th Fiscal Year (1 July 2014 to 30 June 2015) if requested in writing by SPHSB on the basis of continuing adverse operating conditions caused by the major refurbishment work at Sunway Putra Mall, and subject always to the agreement of the Trustee and the Manager.

3. INFORMATION ON SUNWAY, SPHSB, THE MANAGER, THE TRUSTEE AND SUNREIT
    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, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of Sunway are RM10,000,000,000/- and RM1,292,516,633 respectively. The principal activities of Sunway are investment holding and provision of management services.
    3.2 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 RM3,500,000,000/- and RM251,354.14 respectively. The principal activity of SunCity is investment holding.

    3.3 SPHSB
      SPHSB, a wholly-owned subsidiary of Sunway City Sdn Bhd 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, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SPHSB are RM100,000/- and RM10,000/- respectively. The principal activity of SPHSB is hotel business.

    3.4 The Manager

      The Manager, 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, 46150 Petaling 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.
    3.5 The Trustee

    The Trustee is a company incorporated in Malaysia and having its registered office at Level 10, 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.
    3.6 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 the Manager and the Trustee. The principal investment policy of SUNREIT is to invest in commercial, office, industrial and other real estate assets.

    4. RATIONALE
      SPHSB expects the performance of the Hotel to be adversely affected by the major refurbishment of the adjoining Sunway Putra Mall whereby
      • There will not be a proper entrance to greet guests arriving at the Hotel due to the renovation works,
      • The construction noise, dust and look of the construction site would deter guests from patronising the hotel rooms, function rooms and restaurants, and
      • Additional costs will be incurred by the hotel in terms of discount for guests due to the inconvenience, additional manning for security and more frequent maintenance and upkeep due to the dust.
      As such SPHSB anticipates that they may not be able to meet the Guaranteed Rent under the Hotel Master Lease during the period of the refurbishment of Sunway Putra Mall.
    5. EFFECTS OF THE SECOND SUPPLEMENTAL AGREEMENT
      5.1 On Unit Capital and Substantial Unitholders’ Unitholding
        The Second Supplemental 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 Second Supplemental Agreement will have no material impact or changes to the unaudited NAV of SUNREIT at the time of completion.

      5.3 On Earnings

      SPHSB forecasts that the differential sum for the 3rd Fiscal Year is approximately RM3.3 million and as such is not expected to have any material effect on the earnings of SUNREIT for the financial year ending 30 June 2014.

      6. APPROVALS REQUIRED

        Pursuant to the Securities Commission’s Guidelines on Real Estate Investment Trusts, the Second Supplemental 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 Sarena Cheah Yean Tih are Directors of Sunway as well as the Manager. Dato’ Ngeow Voon Yean is Director of the Manager and has 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, 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 Second Supplemental 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 Second Supplemental Agreement.
      8. THE MANAGER’S AUDIT COMMITTEE’S RECOMMENDATION
        The Audit Committee of the Manager, after having considered all aspects of the Second Supplemental Agreement, is of the opinion that the Second Supplemental 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 Second Supplemental 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 Second Supplemental Agreement is in the best interests of SUNREIT.
      10. DOCUMENT AVAILABLE FOR INSPECTION
        The Second Supplemental 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 3 months from the date of this announcement.
      This announcement is dated 3 July 2013.

      Announcement Info

      Company NameSUNWAY REAL ESTATE INVESTMENT TRUST  
      Stock Name SUNREIT    
      Date Announced3 Jul 2013  
      CategoryGeneral Announcement
      Reference NoSR-130703-A18BD

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