PROPOSED ACQUISITION OF A PARCEL OF VACANT LAND ADJACENT TO SUNWAY CARNIVAL SHOPPING MALL LOCATED IN SEBERANG JAYA, PENANG ( PROPOSED ACQUISITION )

Transcription

1 SUNWAY REAL ESTATE INVESTMENT TRUST ( SUNREIT ) PROPOSED ACQUISITION OF A PARCEL OF VACANT LAND ADJACENT TO SUNWAY CARNIVAL SHOPPING MALL LOCATED IN SEBERANG JAYA, PENANG ( PROPOSED ACQUISITION ) 1. INTRODUCTION On behalf of the Board of Directors of Sunway REIT Management Sdn Bhd ( Board ), the manager of SunREIT ( Manager ), Kenanga Investment Bank Berhad ( Kenanga IB ) is pleased to announce that SunREIT, represented by its trustee, RHB Trustees Berhad ( Trustee ), had on 20 June 2016 entered into a sale and purchase agreement with Commercial Parade Sdn Bhd ( CPSB or Vendor ) to acquire a parcel of vacant land held under Pajakan Negeri 1814, Lot 5493, Mukim 1, Seberang Perai Tengah, Pulau Pinang which is adjacent to Sunway Carnival Shopping Mall ( Sunway Carnival ) ( SPA ) for a purchase price of RM17.20 million to be fully satisfied in cash ( Purchase Price ). Sunway Carnival is owned by SunREIT. 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Information on the Land The details on the land are as follows: Title details : PN 1814, Lot 5493, Mukim 1, District of Seberang Perai Tengah Tenure : Leasehold 99 years (expiring 21 October 2092) Express Condition : i. Tanah ini hendaklah digunakan untuk tujuan Kompleks Membeli Belah sahaja. ii. Pelan hendaklah seperti yang diluluskan oleh Pihak Berkuasa Tempatan, iaitu Majlis Perbandaran Seberang Perai Restriction in interest : Tanah yang diberi milik ini tidak boleh dipecah sempadan, pindah milik, cagar, pajak, pajak kecil atau dengan apa-apa urusan sekali pun dilupuskan dengan tiada kebenaran bertulis daripada Pihak Berkuasa Negeri Land area : 13,306 square metres (equivalent to 143,225 square feet) Category of land use : Building Market value : RM17.20 million (date of valuation 6 June 2016) Registered owner : Commercial Parade Sdn Bhd (1) Chargee : Nil Encumbrances : Nil Note: (1) An indirect wholly-owned subsidiary of Sunway Berhad ( Sunway ). The land shall be referred to as Lot 5493 hereinafter. 1

2 Lot 5493 is currently zoned for commercial use. The land is regular in shape generally flat and lies at the same level with the frontage of metaled roads. Lot 5493 is located adjacent to Sunway Carnival, depicted in the diagram below: Lot 5493 Sunway Carnival (Source: Valuation report) Lot 5493 is currently rented to Sunway Leisure Sdn Bhd pursuant to a tenancy agreement dated 28 June 2014 ( Tenancy ) for the purpose of operating as a car park. The Tenancy is due to expire on 30 June 2016 and has been renewed by the Vendor on a monthly basis with 1 month termination notice. The Vendor shall novate the Tenancy to the Trustee upon the payment of the Balance Purchase Price (as defined in Section 2.3 below). 2

3 2.2 Basis and Justification of Arriving at the Purchase Price The Purchase Price is equivalent to the market value of Lot 5493 of RM17.20 million as appraised by the independent valuer, Messrs C H Williams Talhar & Wong, vide its valuation dated 6 June The valuation is derived using the comparison method. 2.3 Salient Terms of the SPA Lot 5493 is sold subject to the following conditions: (a) (b) (c) (d) As a leasehold land; Free from any encumbrances; With possession and on an as is where is basis; and Subject to any express conditions of title and restrictions in interest and existing category of use whether express or implied contained in the issue document of title to Lot The Purchase Price for Lot 5493 shall be a sum of RM17.20 million. The Trustee shall immediately upon the execution of the SPA pay to the Vendor a sum equivalent to 10% of the Purchase Price ( Deposit ) amounting to RM1.72 million. The balance purchase price amounting to RM15.48 million ( Balance Purchase Price ) shall be paid by the Trustee to the Vendor within 3 months from the date all the conditions precedent in the SPA have been fulfilled or waived as the case may be. (iv) If the Trustee is unable or fails to pay the Balance Purchase Price within the said 3 months above, the Vendor shall extend the time for the Trustee to pay the Balance Purchase Price for a further period of 1 month. The Trustee shall pay to the Vendor interest at the rate of 8% per annum on the amount outstanding on a day to day basis for the extended period. (v) The completion of the sale of Lot 5493 is conditional upon fulfilling the conditions precedent: State Authority approval; the Securities Commission s ( SC ) approval for the waiver of Clause 8.44(b) and Clause 8.44(c) of the Guidelines on Real Estate Investment Trusts ( REIT Guidelines ); and any other approvals of any authority as may be deemed necessary by the parties. (vi) Notwithstanding any provisions to the contrary in the SPA, if the Trustee fails to pay the full amount of the Balance Purchase Price in accordance to the provisions under the SPA, the Vendor shall be entitled to annul the sale of the Lot 5493 and forthwith terminate the SPA pursuant to the notice requirements set out in the SPA and thereafter entitled to forfeit the Deposit. The Vendor shall refund to the Trustee all other sums paid by the Trustee free from interest within 7 days of receipt of written confirmation from the Trustee s Solicitors that the Notice of Withdrawal Caveat has been registered, and the Trustee has withdrawn all plans submitted by the Trustee under the Power of Attorney, if necessary. Thereafter neither party shall have any further claims against the other for costs, damages, compensation and the Vendor shall be entitled to deal with or otherwise dispose of Lot 5493 in such manner as the Vendor deems fit as if the SPA had not been entered into. 3

4 (vii) The Vendor shall deliver possession of the Lot 5493 subject to Tenancy simultaneous with the payment of the Balance Purchase Price together with any interest accruing thereon by the Trustee. 2.4 Liabilities to be assumed There are no financial liabilities to be assumed by SunREIT arising from the Proposed Acquisition. 2.5 Source of Funding The Proposed Acquisition will be fully funded through its existing debt financing. 2.6 Information on Sunway, CPSB, the Trustee and the Manager Sunway Sunway is a company incorporated in Malaysia under the Companies Act, 1965 ( Act ) and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, Subang Jaya, Selangor Darul Ehsan. The authorised and paidup share capital of Sunway are RM10,000,000, and RM1,971,784, respectively. The principal activities of Sunway are investment holding and provision of management services. CPSB CPSB is a company incorporated in Malaysia under the Act and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, Subang Jaya, Selangor Darul Ehsan. The authorised and paid-up capital of CPSB are RM100,000 and RM95.04 respectively. The intended principal activities of CPSB are letting and property management. CPSB is a wholly-owned subsidiary of Sunway City (Penang) Sdn Bhd, which in turn is a wholly-owned subsidiary of Sunway. The Trustee The Trustee is a company incorporated in Malaysia under the Act and having its registered office at Level 9, Tower One, RHB Centre, Jalan Tun Razak, Kuala Lumpur, Wilayah Persekutuan. It is registered as a trust company under the Trust Companies Act, 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 authorised share capital of the Trustee is RM25,000, 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 to RM5.00 each in the Trustee. The Manager The Manager, a joint-venture company of Sunway, is a company incorporated in Malaysia under the Act and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, Subang Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of the Manager are RM1,000, respectively. The principal activity of the Manager is managing and administering a real estate investment fund. 2.7 Estimated Timeframe for Completion Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by second half of

5 3. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition is to facilitate the plans of the Manager to increase the net lettable area of Sunway Carnival with the construction of an extension of the existing mall comprising a 9-storey shopping mall on Lot 5493 inclusive of 6-storey of parking bay above the retail space and a 1-storey parking bay at the basement, which is envisaged to enhance the future earnings of SunREIT as follows: (iv) to allow SunREIT to meet larger retail space requirement sought after by international and regional retailers; to allow SunREIT to enhance its tenant mix, to reduce the impact of economic cycles on overall rental income and to continually meet discerning lifestyle of the shoppers; to allow SunREIT to stay ahead of competition and to stay relevant to the consumer preference and the ever-evolving market trends; and is expected to create value for the unitholders of SunREIT in the long run given SunREIT s proven track record. The Purchase Price for Lot 5493 represents approximately 0.27% of SunREIT s total asset value ( TAV ) (after the completion of the Proposed Acquisition) of approximately RM6.45 billion computed based on the audited TAV as at 30 June APPROVALS REQUIRED The Proposed Acquisition is subject to, inter alia, the following approvals being obtained from: the SC for the waiver to Clause 8.44(b) and Clause 8.44(c) of the REIT Guidelines which provide that a fund is not permitted to conduct property development activities and the acquisition of a vacant land ( Proposed Waiver ); the State Authority for transfer of Lot 5493 to the Trustee; and any other relevant regulatory authorities/ parties, if required. Application to the SC for the Proposed Waiver is expected to be submitted within 1 month from the date of this announcement. 5. RISKS IN RELATION TO THE PROPOSED ACQUISITION The Proposed Acquisition is not expected to have any material risk on SunREIT. 6. EFFECTS OF THE PROPOSED ACQUISITION 6.1 Unit Capital and Substantial Unitholders Unitholdings The Proposed Acquisition will not have any effect on the total unit issued and substantial unitholders unitholding as it does not involve any issuance of new units of SunREIT. 6.2 Net assets value ( NAV ) and gearing The Proposed Acquisition is not expected to have material effect on the NAV and gearing of SunREIT based on the audited financial statements of Sunway REIT as at 30 June

6 6.3 Earnings The Proposed Acquisition is not expected to have any material effect on the earnings of SunREIT for the financial year ending 30 June Barring any unforeseen circumstances, the Proposed Acquisition for the expansion of Sunway Carnival is expected to contribute positively to the performance of Sunway Carnival and hence, the earnings of SunREIT in the long-term. 7. INTERESTS OF DIRECTORS, MAJOR UNITHOLDERS AND PERSONS CONNECTED TO THEM Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, AO is a director of Sunway and the Manager whilst Sarena Cheah Yean Tih is a director of Sunway, the Manager and the Vendor. 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 SunREIT. Mr Ng Sing Hwa, is a director of the Manager and Millennium Pavilion Sdn Bhd, which holds 20% in the Manager. He is also a major shareholder of Millennium Pavilion Sdn Bhd. Accordingly, Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Sarena Cheah Yean Tih and Mr Ng Sing Hwa ( Interested Directors ) have abstained from deliberation and voting in the Board of the Manager in respect of matters pertaining to the Proposed Acquisition. 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 Proposed Acquisition. 8. THE MANAGER S AUDIT COMMITTEE S RECOMMENDATION The Audit Committee of the Manager, after having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interests of SunREIT and is not detrimental to the non-interested unitholders of SunREIT. The Audit Committee of the Manager is of the view that the Proposed Acquisition is fair, reasonable and on normal commercial terms. 9. STATEMENT BY THE BOARD OF DIRECTORS Save for the Interested Directors who have abstained from deliberation and voting in respect of matters pertaining to the Proposed Acquisition, the Board of Directors of the Manager is of the opinion that the Proposed Acquisition is in the best interests of SunREIT and its unitholders. 10. TRUSTEE S APPROVAL AND CONFIRMATION The Trustee has approved the acquisition of Lot 5493 and the Trustee confirms that the said transaction is based on normal commercial terms, at arm s length and it is not prejudicial to the unitholders interest. 6

7 11. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SPA dated 20 June 2016 and a copy of the valuation dated 6 June 2016 will be made available for inspection at the registered office of the Manager at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, Subang Jaya, Selangor Darul Ehsan from Monday to Friday between 9.00 a.m. to 5.00 p.m. (except public holidays) for a period of 3 months from the date of this Announcement. This Announcement is dated 20 June