|CAPITAMALLS MALAYSIA TRUST (“CMMT”)
(I) PROPOSED ACQUISITION BY AMTRUSTEE BERHAD (“TRUSTEE”), ON BEHALF OF CMMT OF GURNEY PLAZA EXTENSION PROPERTY FOR A PURCHASE CONSIDERATION OF RM215,000,000 (“PROPOSED ACQUISITION”);
(II) PROPOSED PLACEMENT OF NEW UNITS IN CMMT (“UNITS”) BY WAY OF BOOKBUILDING, AT A PRICE TO BE DETERMINED LATER, TO RAISE GROSS PROCEEDS OF UP TO RM167.1 MILLION (“PROPOSED PLACEMENT”), AND ACCEPTANCE OF CMMT INVESTMENT LIMITED’S UNDERTAKING TO SUBSCRIBE FOR SUCH NUMBER OF UNSUBSCRIBED NEW UNITS SUBSEQUENT TO THE CLOSE OF THE BOOKBUILD (“CMMT INVESTMENT LIMITED’S COMMITMENT”);
(III) PROPOSED EXEMPTION FOR CMMT INVESTMENT LIMITED FROM THE OBLIGATION TO MAKE A MANDATORY TAKEOVER OFFER ON ALL UNITS IN CMMT NOT ALREADY HELD BY CMMT INVESTMENT LIMITED AFTER THE PROPOSED PLACEMENT (“PROPOSED EXEMPTION”);
(IV) PROPOSED PLACEMENT OF NEW UNITS TO CMMT INVESTMENT LIMITED, AT A PRICE TO BE DETERMINED LATER, TO RAISE GROSS PROCEEDS OF UP TO RM69.7 MILLION, WHICH REPRESENTS 41.74% (BEING THE CURRENT UNITHOLDING OF CMMT INVESTMENT LIMITED IN CMMT) OF THE TOTAL GROSS PROCEEDS TO BE RAISED FROM THE PROPOSED PLACEMENT (“PROPOSED PLACEMENT TO CMMT INVESTMENT LIMITED”);
(V) PROPOSED AUTHORITY TO ALLOT AND ISSUE NEW UNITS OF UP TO 20% OF THE APPROVED FUND SIZE OF CMMT PURSUANT TO CLAUSE 14.03 OF THE SECURITIES COMMISSION’S GUIDELINES ON REAL ESTATE INVESTMENT TRUSTS (“PROPOSED AUTHORITY”); AND
(VI) PROPOSED INCREASE IN THE EXISTING APPROVED FUND SIZE OF CMMT FROM 1,350,000,000 UNITS UP TO A MAXIMUM OF 2,000,000,000 UNITS (“PROPOSED INCREASE IN FUND SIZE”)
(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
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UNITED STATES, CANADA OR JAPAN.
(Unless stated otherwise, definitions used in this announcement shall carry the same meanings as defined in the announcement dated 12 November 2010).
We refer to the announcements dated 12 November 2010 and 15 November 2010 in relation to the Proposals.
Reference is also made to the new Malaysian Code on Take-Overs and Mergers 2010 (“New Code”) introduced by the Securities Commission (“SC”) and effective on 15 December 2010, which applies to Real Estate Investment Trusts (REITs).
On behalf of the Board of Directors of CapitaMalls Malaysia REIT Management Sdn. Bhd. (formerly known as CapitaRetail Malaysia REIT Management Sdn. Bhd.), which is the manager of CMMT, CIMB Investment Bank Berhad (“CIMB”) wishes to announce that in view of CMMT Investment Limited’s Commitment and subject to the approval of the unitholders of CMMT, CMMT Investment Limited’s unitholding in CMMT after the Proposed Placement may increase by more than 2.0% from 41.74% (as at the date of this announcement). In accordance with the New Code, CMMT Investment Limited would then be required to make a mandatory takeover offer on all units in CMMT which are not already held by CMMT Investment Limited, after the Proposed Placement (“Mandatory Offer”).
As the purpose of CMMT Investment Limited’s Commitment is to demonstrate its support to CMMT, rather than to make a Mandatory Offer, CMMT Investment Limited will make an application to seek SC approval for the Proposed Exemption subject to CMMT Investment Limited obtaining the approval of CMMT’s non-interested unitholders for the Proposed Exemption.
This announcement is dated 7 January 2011.