Circular to Unitholders - Suntec REIT

APPENDIX B
PRINCIPAL TERMS OF THE CONVERTIBLE BONDS
By approving the Issue of Convertible Bonds, Unitholders will be deemed to have also approved
the principal terms of the Convertible Bonds as set out below, together with the terms which are
incidental or ancillary to such terms.
Issuer : Suntec REIT
Convertible Bonds : Up to S$450,000,000 aggregate principal amount of
Convertible Bonds convertible into Units.
Issue Price : The Convertible Bonds will be issued at 100.0% of their
aggregate principal amount.
Method of Issue : Placement to institutional and other investors pursuant to
sections 274 and 275 of the Securities and Futures Act,
Chapter 289 of Singapore and in offshore transactions
pursuant to Regulation S under the U.S. Securities Act.
Interest : The Convertible Bonds will bear interest from the Issue Date at
the rate of 2.0% – 4.0% per annum, payable semi-annually in
arrears.
Yield-to-Put/Maturity : 2.0% – 4.0% per annum, calculated on a semi-annual basis.
Maturity Date : Up to 7 years from the date of issue of the Convertible Bonds.
Status of the Convertible
Bonds
: The Convertible Bonds will constitute direct, unsubordinated,
unconditional and unsecured obligations of the Issuer and will
at all times rank pari passu and without any preference or
priority among themselves. The payment obligations of the
Issuer under the Convertible Bonds shall, save for such
exceptions as may be provided by mandatory provisions of
applicable law, at all times rank at least equally with all of its
other present and future direct, unsubordinated, unconditional
and unsecured obligations other than subordinated obligations
and priorities created by law.
Conversion Period : Subject to certain conditions, the Convertible Bonds are
convertible at any time on and after 41 days after the closing
date to 10th day before Maturity Date or, if the Convertible
Bonds shall have been called for redemption before a date to
be fixed, then up to a date no later than seven business days 1
(at the place where the certificate evidencing such Bonds is
deposited for conversion) prior to the date fixed for redemption
thereof.
Conversion Premium : 25% – 50% premium over the closing Unit price on the last
business day prior to launch of the Issue of Convertible Bonds.
1
The term “business day” means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial
banks are open for general business in such place.
B-1