In an Extraordinary General Meeting held on 4 June 2010, the
holders of units of Starhill Global REIT ("Units", and the
holders of Units, "Unitholders") approved, inter alia, (i)
the acquisitions by Starhill Global REIT of Starhill Gallery
and Lot 10 Property from Mayban Trustees Berhad, as trustee
of Starhill Real Estate Investment Trust ("Starhill REIT" and
the trustee of Starhill REIT, the "Vendor") (the
"Acquisitions") and (ii) a Whitewash Resolution (as defined
below).
In connection with the Whitewash Resolution, the disclosures
required under Note 2 of Section 2 of Appendix 1 of the
Singapore Code on Take-overs and Mergers (the "Code"), are
set out below:
(a) the Unitholders approved a whitewash resolution waiving
their rights to receive a mandatory offer made pursuant to
Rule 14 of the Code from YTL Corporation Berhad ("YTL") and
parties acting in concert with YTL (the "Concert Parties")
for all the remaining issued Units not already owned or
controlled by them, in the event that any of them incur a
mandatory bid obligation under the Code as a result of:
(i) the Vendor and/or any one or more subsidiaries of
Starhill REIT or other entities within the YTL Group (YTL and
its subsidiaries) acquiring such number of Units issued
pursuant to the conversion of convertible preferred units
("CPUs" and the Units issued pursuant to the conversion of
CPUs, the "Conversion Units"); and
(ii) the receipt in Units of the acquisition fee
("Acquisition Fee Units") in relation to the Acquisitions by
YTL Starhill Global REIT Management Limited, the manager of
Starhill Global REIT (the "Manager"), in its own
capacity,
(the "Whitewash Resolution").
The Whitewash Resolution is subject to the acquisition of the
CPUs and the payment of the Acquisition Fee Units being
completed within 3 months of the date of approval of the
Whitewash Resolution being 4 June 2010 and the acquisition of
the Conversion Units upon the conversion of the CPUs being
completed within five years of the date of the issue of the
CPUs being 28 June 2010;
(b) as at 27 January 2012 (the "Latest Practicable Date"),
YTL and the Concert Parties hold in aggregate:
(i) 570,777,885 Units representing 29.38% of voting rights in
Starhill Global REIT(1);
and
(ii) 173,062,575 CPUs;
(c) the maximum potential voting rights of YTL and the
Concert Parties in Starhill Global REIT, assuming that they
exercise their CPUs in full is 37.09% of the total number of
Units in issue as at the Latest Practicable Date (including
all Units converted from the CPUs);
(d) having approved the Whitewash Resolution on 4 June 2010,
Unitholders have waived their rights to a mandatory offer
from YTL and the Concert Parties at the highest price paid by
YTL and the Concert Parties for Units in the six months
preceding the commencement of the offer; and
(e) having approved the Whitewash Resolution on 4 June 2010,
Unitholders could be foregoing an opportunity to receive a
general offer from another person who may be discouraged from
making a general offer in view of the potential dilution
effect of the CPUs and the Acquisition Fee Units.
(1) The computation of percentage voting rights is based on the total number of Units in issue, as at the Latest
Practicable Date, being 1,943,023,078.
distribué par | Ce noodl a été diffusé par Starhill Global Real Estate Investment Trust et initialement mise en ligne sur le site http://www.starhillglobalreit.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-30 15:02:30 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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Whitewash Resolution |