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Gurney Plaza Extension Acquisition: Compliance With the Conditions Imposed by the Securities Commission in Relation to the Proposed Placement

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 PLACEMENT OF NEW UNITS TO INSTITUTIONAL INVESTORS REPRESENTING THE PUBLIC (“PUBLIC INSTITUTIONAL INVESTORS”) WHICH MAY EXCEED 10% OF THE TOTAL NEW UNITS TO BE ISSUED PURSUANT TO THE PROPOSED PLACEMENT, AT A PRICE TO BE DETERMINED LATER (“PROPOSED PLACEMENT TO PUBLIC INSTITUTIONAL INVESTORS EXCEEDING 10% OF NEW UNITS”);
(VI) 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
(VII) 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
:
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, 7 January 2011 and 17 January 2011 respectively in relation to the Proposals.

On behalf of the Manager, CIMB Investment Bank Berhad (“CIMB”) wishes to announce that the Manager will comply with the conditions in relation to the Proposed Placement.

In relation to the Proposed Placement, SC has also imposed, among other conditions, the following:

(i) the number of new Units to be placed to a placee is capped at not more than 10% of the new Units to be issued; and

(ii) the 10% limit can be increased, subject to the following:

a) unitholders’ approval is required via a resolution in a general meeting;

b) the placees are limited to Public Institutional Investors ; and

c) SC’s specific approval is required for the increased allocation exceeding 10%.

Both unitholders’ and SC’s specific approval shall be sought for the Proposed Placement to Public Institutional Investors Exceeding 10% of new Units.

The Proposed Placement to Public Institutional Investors Exceeding 10% of new Units is to provide flexibility to the Manager to place more than 10% of new Units to Public Institutional Investors subsequent to the close of the bookbuild.

This announcement is dated 21 January 2011.

Announcement Details :