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Gurney Plaza Extension Acquisition - Implications of New Malaysian Code on Take-Overs and Mergers 2010 on the Proposed Exemption and Other Proposals

BackJan 21, 2011
Date Announced
:
21/01/2011  




Type
:
Announcement
Subject
:
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 MILLION (“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, AND ACCEPTANCE OF CMMT INVESTMENT LIMITED’S UNDERTAKING TO SUBSCRIBE FOR SUCH NUMBER OF UNSUBSCRIBED NEW UNITS SUBSEQUENT TO THE CLOSE OF THE BOOKBUILD (“PROPOSED PLACEMENT”);
(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”)

Contents
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE 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, 15 November 2010 and 7 January 2011 respectively 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 inform that pursuant to the New Code, the Manager and its board of directors (the “Board”) are now presumed to be persons acting in concert (“PAC”) with CMMT Investment Limited. Therefore, the Board is required to abstain from deliberation and making a recommendation on the Proposed Exemption to the unitholders at the Meeting. In view of this, the board of directors of AmTrustee Berhad, the trustee of CMMT, shall table the Proposed Exemption for the consideration of the non-interested unitholders and has appointed an independent adviser to advise and make a recommendation on the Proposed Exemption to the non-interested unitholders at the forthcoming Meeting.

As the Proposed Acquisition, the Proposed Placement and the Proposed Exemption are interconditional, the Board will abstain from voting as unitholders on the resolutions pertaining to the Proposed Acquisition, Proposed Placement and the Proposed Exemption at the forthcoming Meeting.

This announcement is dated 21 January 2011.

Announcement Details :