Circular to Unitholders - Suntec REIT

(c)
the number of Consideration Units issued by Suntec REIT, compared with the
number of Units previously in issue.
Where any of the relative figures computed on the bases set out above exceeds
20.0%, the transaction is classified as a major transaction. The Listing Manual
requires that a major transaction involving Suntec REIT be made conditional upon
approval by Unitholders in a general meeting. However, the approval of
Unitholders is not required in the case of an acquisition of profitable assets if only
sub-paragraph 4.3.1(ii)(a) exceeds the relevant 20.0% threshold.
(iii)
The relative figures for the Acquisition using the applicable bases of comparison
described in sub-paragraphs 4.3.1(ii)(a) to 4.3.1(ii)(c) are set out in the table below.
The figures in the table below are calculated based on the ORQ Interest.
Comparison of:
Profits (S$ million)
Relative figure
The ORQ Interest: Suntec REIT:
6.6%
5.2 (1) 79.2 (2)
Consideration against
market capitalisation
(S$ million)
Number of
Consideration Units to
be issued against the
existing Units
Agreed Consideration:
941.5
Consideration Units:
50,615,887
Suntec REIT’s market 34.0%
capitalisation:
2,766.18 (3)
Existing Units:
1,425,867,465 (4) 3.5%
Notes:
(1) Based on the adjusted net profit attributable to One Raffles Quay as extracted from Comina’s
audited accounts for the financial year ended 31 December 2006. The adjusted net profit is derived
from the earnings from One Raffles Quay before income tax, minority interests and extraordinary
items.
(2) Based on Suntec REIT’s net income in its audited financial statements for the year ended 30
September 2006.
(3) Based on the last traded price of S$1.94 per Unit on SGX-ST on 30 June 2007, the date prior to
the announcement of the Acquisition.
(4) As at 30 June 2007.
4.3.2 Interested Person Transaction and Interested Party Transaction
Under Chapter 9 of the Listing Manual, where Suntec REIT proposes to enter into a
transaction with an interested person and the value of the transaction (either in itself or
when aggregated with the value of other transactions, each of a value equal to or greater
than S$100,000, with the same interested person during the same financial year) is
equal to or exceeds 5.0% of Suntec REIT’s and its associates’ latest audited NTA,
Unitholders’ approval is required in respect of the transaction. Based on the Audited
Financial Statements, the NTA of Suntec REIT was S$2,163.0 million as at 30
September 2006. The Share Purchase Agreement was entered into on 30 July 2007,
accordingly, if the value of a transaction which is proposed to be entered into in the
FY2007 by Suntec REIT with an interested person is, either in itself or in aggregation
with all other earlier transactions (each of a value equal to or greater than S$100,000)
entered into with the same interested person during the same financial year, equal to or
in excess of S$108.2 million, such a transaction would be subject to Unitholders’
approval. Given that the Agreed Consideration is S$941.5 million, the value of the
Acquisition exceeds the said threshold.
Paragraph 5 of the Property Funds Guidelines imposes a requirement for Unitholders’
approval for an interested party transaction by Suntec REIT whose value exceeds 5.0%
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