(Unless the context otherwise requires, all expressions used herein shall have the same meanings assigned thereto in the announcement made on 27 November 2012)
We refer to the announcement dated 27 November 2012.
CIMB, on behalf of KLCCP, wishes to announce that the SC has in its letter dated 7 March 2013, approved the Proposals, which includes the following approvals:
(i) establishment of KLCC REIT and the issuance of 1,805,333,085 Units;
(ii) arrangement to staple all the issued Units with all the issued KLCCP Shares on the basis of every one (1) Unit with every one (1) KLCCP Share to constitute the stapled securities of the KLCCP Stapled Group;
(iii) listing and quotation for the entire 1,805,333,083 Stapled Securities on the Main Market of Bursa Malaysia;
(iv) appointment of KLCC REIT Management as the management company for KLCC REIT;
(v) appointment of Maybank Trustees as the trustee for KLCC REIT; and
(vi) exemptions from /variations to /extension of time to comply with certain clauses in the REIT Guidelines, Prospectus Guidelines for Collective Investment Schemes and Guidelines for Islamic Real Estate Investment Trusts.
The approval of the SC for the above is subject to the following conditions:
(i) KLCC REIT Management is allowed to have a non full-time chief executive officer subject to the condition that:
(a) the components of the Stapled Securities, namely the Units and the KLCCP Shares, remain stapled to each other; and
(b) KLCC REIT Management only manages KLCC REIT;
(ii) KLCC REIT has been granted an extension of time until the listing of the Stapled Securities to comply with Clauses 8.07 and 8.08 of the REIT Guidelines. The extension of time is granted in relation to the Subscriber Units to be issued to KLCCP for cash upon the establishment of KLCC REIT;
(iii) KLCC REIT is allowed to borrow from Great Eastern Life Assurance (M) Berhad subject to the condition that:
(a) such variation is only applicable for the proposed transfer of Menara Exxonmobil to KLCC REIT; and
(b) the terms and conditions of the financing agreement are the same or more favourable to KLCC REIT compared to the terms and conditions of the existing financing agreement applicable to the Vendor of Menara Exxonmobil;
(iv) KLCC REIT is allowed to borrow from KLCCP and its subsidiaries (ex-KLCC REIT), or to extend a loan /credit facility to KLCCP (collectively “Inter-Entity Debt”) subject to the following:
(a) the components of the Stapled Securities remain stapled to each other;
(b) the source of funding for any Inter-Entity Debt must not emanate from any borrowings;
and that all Inter-Entity Debt are to be taken into account towards determining KLCC REIT’s gearing ratio;
(v) Transactions between the following parties will not be regarded as related-party transactions:
(a) KLCCP or its wholly-owned subsidiaries; and
(b) KLCC REIT or its wholly-owned subsidiaries or wholly-owned sub-funds;
provided the components of the Stapled Securities remain stapled to each other;
(vi) KLCC REIT is allowed to disclose the Stapled Security price or price per Stapled Security of the KLCCP Stapled Group, instead of price per unit or price of KLCC REIT, subject to the condition that the components of the Stapled Securities remain stapled to each other;
(vii) KLCC REIT is allowed to disclose the distribution yield of the KLCCP Stapled Group calculated on the basis of total distribution of the KLCCP Stapled Group over the reference price of the Stapled Security, instead of distribution yield of KLCC REIT, subject to the condition that the components of the Stapled Securities remain stapled to each other. Such disclosure must be accompanied by a qualification that the yield is not directly comparable with that of other standalone REITs;
(viii) KLCC REIT Management to obtain the relevant fund management license prior to the establishment of KLCC REIT;
(ix) KLCC REIT Management or its advisers to provide evidence of compliance with Clause 3.28 of the REIT Guidelines prior to the registration of the prospectus of KLCC REIT;
(x) KLCC REIT Management or its adviser to obtain a “no comments letter” from the SC on the draft stapling deed;
(xi) KLCC REIT Management or its advisers to submit an operational audit report of KLCC REIT’s operations to the SC within six (6) months after the Stapled Securities are listed. The appointment of the auditor and scope of work shall be subject to the clearance of the SC;
(xii) KLCC REIT Management or its adviser to inform the SC of the listing date of the Stapled Securities prior to the listing of the Stapled Securities; and
(xiii) The listing of the Stapled Securities must be completed within 6 months from the date of SC’s decision letter. SC’s approval is deemed to lapse if KLCC REIT Management fails to do so within the stipulated timeframe.
(This announcement is dated 8 March 2013)
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