BURSA ANNOUCEMENTS

Date : 25 September 2013

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS SUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”) - SECOND CAR PARK TENANCY AGREEMENTS BETWEEN RHB TRUSTEES BERHAD (FORMERLY KNOWN AS OSK TRUSTEES BERHAD) (AS TRUSTEE FOR SUNREIT) AND SUNWAY LEISURE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUNWAY BERHAD

SUNWAY REAL ESTATE INVESTMENT TRUST

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionSUNWAY REAL ESTATE INVESTMENT TRUST (“SUNREIT”)
- SECOND CAR PARK TENANCY AGREEMENTS BETWEEN RHB TRUSTEES BERHAD (FORMERLY KNOWN AS OSK TRUSTEES BERHAD) (AS TRUSTEE FOR SUNREIT) AND SUNWAY LEISURE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUNWAY BERHAD

1. INTRODUCTION

RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (as Trustee for SUNREIT) (“
the Trustee”) and Sunway Leisure Sdn Bhd (“SLSB”), a wholly-owned subsidiary of Sunway City Sdn Bhd (“SunCity”) which in turn is a wholly-owned subsidiary of Sunway Berhad (“Sunway”) had on 8 July 2010, entered into the First Car Park Tenancy Agreements in relation to the following properties for a term of three (3) years (“First CPTAs”):-

(i) Sunway Tower;
(ii) Menara Sunway;
(iii) Sunway Pyramid Shopping Mall;
(iv) Sunway Carnival Shopping Mall;
(v) Sunway Resort Hotel & Spa;
(vi) Pyramid Tower Hotel; and
(vii) Sunway Hotel Seberang Jaya.

(collectively “the Properties”)

The Trustee and SLSB has on 25 September 2013, entered into the Second Car Park Tenancy Agreements (“Second CPTAs”) in relation to the Properties for another term of three (3) years commencing from 8 July 2013.

2. SALIENT TERMS OF THE SECOND CPTAs

Pursuant to the Second CPTAs, the parties have agreed to renew the tenancy of the Properties on the same terms and conditions as the First CPTAs, save and except for the following amendments:-

(a) The number of car park bays and car park rates are updated for each of the Properties.

(b) The payment of fire and public liability insurances on the Properties by SLSB.

(c) All such reasonable charges relating to the maintenance and repair carried out by SLSB would be settled by the Trustee within fourteen (14) Business Days of the written notice instead of 14 days.


3. INFORMATION ON SUNWAY, SUNCITY, SLSB, 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 RM1,723,489,001/- 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 SLSB
    SLSB is 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, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SLSB are RM100,000/- and RM2/- respectively. The principal activities of SLSB are operating of ice rink and car park management.

3.4 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 ordinary shares 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 amended by a Supplementary Deed dated 10 June 2010) entered into between Sunway REIT Management Sdn Bhd (as 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.
3.6 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, 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.

4. RATIONALE

SLSB is the current carpark operator for the Properties and their past performance has been satisfactory. The rental computation formula remained unchanged for the renewal.

5. EFFECTS OF THE SECOND CPTAs
    5.1 On Unit Capital and Substantial Unitholders’ Unitholding
      The Second CPTAs 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 issuance of new units by SUNREIT.

    5.2 On Net Asset Value (“NAV”)

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

    5.3 On Earnings

    The Second CPTAs are 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 REIT Guidelines, the Second CPTAs do not require approval 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 the Manager. Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling is also a Director of Sunway. Dato’ Ngeow Voon Yean is also a Director of SLSB and has direct and indirect interests in Sunway. He also has deemed interest in Sunway REIT.

    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 Sunway REIT. Sarena Cheah Yean Tih is also a Director of the Company.

    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 CPTAs.

    Save as disclosed above, none of the other directors of the Manager or substantial unitholders of SUNREIT or persons connected with them has any interest, direct or indirect, in the Second CPTAs.
      8. THE MANAGER’S AUDIT COMMITTEE’S RECOMMENDATION

      The Audit Committee of the Manager after having considered all aspects of the Second CPTAs (which is a renewal of the First CPTAs), is of the opinion that the Second CPTAs are in the best interests of SUNREIT and are 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 CPTAs 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 CPTAs are in the best interests of SUNREIT.

        10. DOCUMENTS AVAILABLE FOR INSPECTION

        The Second CPTAs are 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 25 September 2013.


        Announcement Info

        Company NameSUNWAY REAL ESTATE INVESTMENT TRUST  
        Stock Name SUNREIT    
        Date Announced25 Sept 2013  
        CategoryGeneral Announcement
        Reference NoSR-130925-55611

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