SUNWAY BERHAD ( SUNWAY ) PROPOSED DISPOSAL OF A PARCEL OF LAND ADJACENT TO SUNWAY CARNIVAL SHOPPING MALL LOCATED IN SEBERANG JAYA, PENANG ( PROPOSED DISPOSAL ) 1. INTRODUCTION The Board of Directors of Sunway wishes to announce that Commercial Parade Sdn Bhd ( CPSB or Vendor ), a subsidiary of Sunway, had on 20 June 2016, entered into a sale and purchase agreement ( SPA ) with RHB Trustees Berhad ( Trustee ) as trustee for Sunway Real Estate Investment Trust ( SunREIT ) to dispose of 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 ) situated in Seberang Jaya, Penang for a total consideration of RM17,200,000 to be fully satisfied in cash ( Disposal Consideration ). 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Information on the Land The details of 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 of 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 : RM17.2 million (date of valuation - 6 June 2016) Registered owner : Commercial Parade Sdn Bhd Chargee : Nil Encumbrances : Nil The land shall be referred to as Lot 5493 hereinafter.
Lot 5493 is currently zoned for commercial use with an express condition for the land to be used for a shopping complex. 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. Lot 5493 is currently rented to Sunway Leisure Sdn Bhd, a subsidiary of Sunway, 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 Disposal Consideration [as defined in Section 2.3(iii) below]. 2.2 Basis and Justification of arriving at the Disposal Consideration The Disposal Consideration for the Proposed Disposal was arrived at after taking into consideration the market value of Lot 5493 of RM17,200,000 as valued by the independent valuer, Messrs C H Williams Talhar & Wong, vide its valuation report dated 10 June 2016.The valuation is derived using the comparison method. 2.3 Salient Terms of the SPA (i) Lot 5493 is sold subject to the following conditions:- (a) As a leasehold land; (b) Free from any encumbrances; (c) With possession and on an as is where is basis; and (d) 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 5493. (ii) (iii) (iv) (v) The Disposal Consideration for Lot 5493 shall be a sum of RM17,200,000. The Trustee shall immediately upon the execution of the SPA, pay to the Vendor a sum equivalent to 10% of the Disposal Consideration ( Deposit ) amounting to RM1,720,000. The balance Disposal Consideration amounting to RM15,480,000 ( Balance Disposal Consideration ) 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. If the Trustee is unable or fails to pay the Balance Disposal Consideration within the said 3 months above, the Vendor shall extend the time for the Trustee to pay the Balance Disposal Consideration 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. The completion of the sale of Lot 5493 is conditional upon fulfilling the following conditions precedent: (i) State Authority approval;
(ii) (iii) 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 Disposal Consideration in accordance to the provisions under the SPA, the Vendor shall be entitled to annul the sale of 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. (vii) The Vendor shall deliver possession of Lot 5493 subject to the Tenancy simultaneous with the payment of the Balance Disposal Consideration together with any interest accruing thereon by the Trustee. 2.4 Information on CPSB and Trustee 2.4.1 CPSB CPSB 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 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 whollyowned subsidiary of Sunway City (Penang) Sdn Bhd, which in turn is whollyowned by Sunway City Sdn Bhd. Sunway City Sdn Bhd is a wholly-owned subsidiary of Sunway. 2.4.2 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 authorised share capital of the Trustee is RM25,000,000 comprising 2,500,000 ordinary shares of RM10 each, of which 1,200,000 ordinary shares are currently issued and credited as partially paid-up to RM5 each in the Trustee.
3. PROPOSED UTILISATION OF PROCEEDS FROM THE PROPOSED DISPOSAL CPSB will utilize the sales proceeds to redeem its non-cumulative redeemable preference shares ( NCRPS ) from its NCRPS holder amounting to RM9,304,000 and to repay its shareholder via dividend. 4. ORIGINAL COST AND THE DATE OF INVESTMENT Lot 5493 was acquired by CPSB in 2004 at a total cost of approximately RM8,590,000. 5. RATIONALE FOR THE PROPOSED DISPOSAL The disposal of Lot 5493 will allow CPSB and eventually the Group, to unlock the value of Lot 5493 and meantime, allow the expansion of Sunway Carnival by the Trustee for SunREIT. 6. EXPECTED GAINS OR LOSSES TO THE GROUP The Proposed Disposal will result in an estimated gain of RM7,000,000 to CPSB. 7. RISK FACTOR The completion of the Proposed Disposal is subject to the fulfillment of conditions precedent by CPSB and the Trustee in such time and manner described in the SPA failing which may result in the SPA being terminated. However, CPSB and the Trustee will take all reasonable steps to fulfill the conditions precedent and facilitate the timely completion of the Proposed Disposal. 8. APPROVALS REQUIRED The Proposed Disposal is subject to, inter alia, the following approvals being obtained from: (i) (ii) (iii) 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 acquisition of a vacant land; The State Authority for transfer of Lot 5493 to the Trustee; and Any other relevant regulatory authorities/ parties, if required. 9. EFFECTS OF THE PROPOSED DISPOSAL 9.1 Share Capital The Proposed Disposal will not have any effect on the share capital of Sunway. 9.2 Substantial Shareholders Shareholdings The Proposed Disposal will not have any effect on the shareholdings of the substantial shareholders of Sunway.
9.3 Earnings per share, net assets ( NA ), NA per share and gearing The Proposed Disposal is not expected to have any immediate material effect on the earnings per share, NA, NA per share and gearing of Sunway based on its audited financial statements for the financial year ended 31 December 2015. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by the second half of 2016. 11. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM Tan Sri Dato Seri Dr Jeffrey Cheah Fook Ling and Sarena Cheah Yean Tih are Directors of Sunway and the Manager. Sarena Cheah Yean Tih is also a Director of CPSB. 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, Active Equity Sdn Bhd and Sungei Way Corporation Sdn Bhd are major shareholders of Sunway and major unitholders of SunREIT. Accordingly, Tan Sri Dato Seri Dr Jeffrey Cheah Fook Ling and Sarena Cheah Yean Tih ( Interested Directors ) have abstained from board deliberation of Sunway and voting in respect of the Proposed Disposal. Save as disclosed above, none of the other directors or major shareholders of Sunway or persons connected with them has any interest, direct or indirect, in the Proposed Disposal. 12. HIGHEST PERCENTAGE RATIOS PURSUANT TO PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD The highest percentage ratios as set out in Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Proposed Disposal is 0.262%, which is the value of the Disposal Consideration compared with the net assets of Sunway and the value of assets compared to net assets of Sunway based on the audited financial statements of Sunway for the financial year ended 31 December 2015. 13. AUDIT COMMITTEE S RECOMMENDATION The Audit Committee of Sunway, after having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interests of Sunway and is not detrimental to the interests of the non-interested shareholders of Sunway. The Audit Committee of Sunway is of the view that the Proposed Disposal is fair, reasonable and on normal commercial terms.
14. DIRECTORS STATEMENT The Board of Directors of Sunway (save for the interested Directors), having considered all aspects of the Proposed Disposal and recommendation by the Audit Committee, is of the opinion that the Proposed Disposal is in the best interests of Sunway Group and is not detrimental to the interests of the non-interested shareholders of Sunway. The Board of Directors (save for the interested Directors) are of the view that the Proposed Disposal is fair, reasonable and on normal commercial terms. 15. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SPA dated 20 June 2016 and a copy of the valuation report dated 10 June 2016 will be made available for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 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 2016.