1. INTRODUCTION
Pursuant to Part E of Chapter 10, Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of Sunway REIT Management Sdn Bhd (as Manager for SUNREIT) (“the Manager”) wishes to announce that RHB Trustees Berhad (as Trustee for SUNREIT) has on 12 September 2017, subscribed to the 1-month commercial paper with nominal value of RM60 million issued by Sunway Berhad (“Sunway”), a substantial unitholder of SUNREIT (“the Subscription”).
2. INFORMATION ON SUNWAY, THE MANAGER, THE TRUSTEE AND SUNREIT
2.1 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 issued share capital of Sunway is RM2,175,709,281.01 comprising 2,087,548,930 ordinary shares. The principal activities of Sunway are investment holding and provision of management services.
2.2 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, 47500 Subang Jaya, Selangor Darul Ehsan. The issued share capital of the Manager is RM1,000,000.00 comprising 1,000,000 ordinary shares. The principal activity of the Manager is management of real estate investment fund.
2.3 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 to provide professional retail trustee services (will writing, estate planning and private trust) and corporate trustee services (collective investment schemes). The present share capital of the Trustee is RM25,000,000.00 comprising 2,500,000 ordinary shares.
2.4 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.
3. SALIENT TERMS OF THE SUBSCRIPTION
The terms of the Subscription are as follows:
Subscription date : 12 September 2017
Maturity date : 12 October 2017
Tenure : 30 days
Nominal amount : RM60,000,000
Discount rate : 3.80% per annum
4. RATIONALE
Investment in money market instrument that offers the most competitive discount rate in line with SUNREIT’s active capital management strategy.
5. EFFECTS OF THE SUBSCRIPTION
5.1 On Unit Capital and Substantial Unitholders’ Unitholding
The Subscription will not have any effect on the total units issued and substantial unitholders’ unitholding as they do not involve any issuance of new units of SUNREIT.
5.2 On Net Asset Value (“NAV”)
The Subscription will have no material impact or changes to the unaudited NAV of SUNREIT at the time of completion.
5.3 On Earnings
The Subscription is not expected to have any material effect on the earnings of SUNREIT for the financial year ending 30 June 2018.
6. APPROVALS REQUIRED
Pursuant to the Securities Commission’s Guidelines on Real Estate Investment Trusts, the Subscription does not require approvals from the Securities Commission or the unitholders of SUNREIT.
7. DIRECTORS' AND SUBSTANTIAL UNITHOLDERS' INTERESTS
Sarena Cheah Yean Tih is a director of Sunway and the Manager.
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 substantial shareholders of Sunway and substantial unitholders of SUNREIT.
Accordingly, Sarena Cheah Yean Tih has abstained from deliberation and voting in the Board of the Manager in respect of matters pertaining to the Subscription.
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 Subscription.
8. THE MANAGER’S AUDIT COMMITTEE’S RECOMMENDATION
The Audit Committee of the Manager, after having considered all aspects of the Subscription, is of the opinion that the Subscription 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 Subscription is fair, reasonable, on normal commercial terms and carried out on an arm’s length basis.
9. STATEMENT BY THE BOARD OF DIRECTORS
Save and except for Sarena Cheah Yean Tih (abstained from deliberation and voting in the Board of the Manager in respect of the Subscription), the Board of Directors of the Manager is of the opinion that the Subscription is in the best interests of SUNREIT and is not detrimental to the interests of the non-interested unitholders of SUNREIT. The Board of Directors of the Manager is of the view that the Subscription is fair, reasonable, on normal commercial terms and carried out on an arm’s length basis.
This announcement is dated 12 September 2017.
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