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CIRCULAR TO UNITHOLDERS IN RELATION TO
PART A
(I) PROPOSED ACQUISITION BY AMTRUSTEE BERHAD, ON BEHALF OF CAPITAMALLS MALAYSIA TRUST (“CMMT”) OF GURNEY PLAZA EXTENSION PROPERTY (AS DEFINED HEREIN) FROM GURNEY PLAZA SDN. BHD. FOR A PURCHASE CONSIDERATION OF RM215.0 MILLION, TO BE SATISFIED BY CASH;
(II) PROPOSED PLACEMENT OF UP TO 167.1 MILLION 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;
(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;
(IV) PROPOSED PLACEMENT OF UP TO 69.7 MILLION 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;
(V) PROPOSED PLACEMENT OF NEW UNITS TO PUBLIC INSTITUTIONAL INVESTORS (AS DEFINED HEREIN), FOR WHICH THE NUMBER OF NEW UNITS TO EACH PUBLIC INSTITUTIONAL INVESTOR MAY EXCEED 10% OF THE TOTAL NEW UNITS TO BE ISSUED PURSUANT TO THE PROPOSED PLACEMENT, AT A PRICE TO BE DETERMINED LATER;
(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; AND
(VII) PROPOSED INCREASE IN THE EXISTING APPROVED FUND SIZE OF CMMT FROM 1,350.0 MILLION UNITS UP TO A MAXIMUM OF 2,000.0 MILLION UNITS
PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED UNITHOLDERS OF CMMT IN RELATION TO THE PROPOSED EXEMPTION |
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