We refer to the announcements dated 9 October 2012 and 10 October 2012 in respect of the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Board of Directors of the Manager, RHB Investment Bank wishes to announce that the SC has vide its letter dated 28 November 2012 granted its approval for the following:

(i) issuance of new units of Sunway REIT of up to 870,776,558 units comprising up to 262,295,082 Placement Units and up to 608,481,476 units to be issued under the Proposed Mandate;

(ii) valuation of the SunMed Property to be acquired by Sunway REIT;

(iii) listing of and quotation for up to 870,776,558 new units of Sunway REIT on the Main Market of Bursa Securities; and

(iv) exemption from Clause 14.04(a)(i), (ii) and (iii) of the REIT Guidelines for the Placement Units, i.e. up to 262,295,082 units. 

The approval by SC for the Proposals is subject to the following conditions:

(1) in relation to units to be issued pursuant to the Proposed Placement of up to 262,295,082 units, the following conditions must be fulfilled:

      (a) the placees are not related parties of the Manager whether in their own names or through nominees;

      (b) the number of new units to be placed to a placee is capped at not more than 10% of the approved fund size of 2,780,112,300 units; and

      (c) the 10% limit can be increased, subject to the following:

           (i) unit holders’ approval is required via a resolution in a general meeting;

           (ii) the placees are limited to institutional investors representing the public; and

           (iii) SC’s specific approval is required for the increased allocation exceeding 10%.

(2) in relation to the total number of new units to be issued of up to 870,776,558 units, the Manager is required to disclose to unit holders the basis of pricing and whether the pricing will exceed a certain level below the market price.

(3) in relation to the valuation of the SunMed Property to be acquired by Sunway REIT, the following conditions must be fulfilled:

      (a) the Manager is to rectify the additional consultant suites and conversion of car parking bays in the SunMed Property within 12 months from the date of SC’s approval letter;

      (b) the Manager / its adviser is to make half yearly announcements to Bursa Securities on the remedial actions taken to comply with the above condition; and

      (c) the Manager / its adviser is to update the SC on the remedial actions taken to comply with the above condition when such announcements are made.

(4) in relation to the proposed issuance of the Placement Units of Sunway REIT:

      (a) the Manager and its adviser are required to inform the SC prior to the listing of the said units:

  • the actual number of units issued;
  • the date of issuance of the units; and
  • the date of listing of and the quotation for the units of Sunway REIT on the Main Market of Bursa Securities; and

      (b) the issuance of the Placement Units and the listing of the Placement Units on the Main Market of Bursa Securities must be completed within 6 months from the date of the SC’s approval. The approval is deemed to lapse if the Manager fails to do so within the stipulated time frame.

This announcement is dated 28 November 2012.