SGX-ST Announcement COMPLETION OF ACQUISITIONS OF STARHILL GALLERY AND LOT 10 AND USE OF PROCEEDS OF UNDERWRITTEN RENOUNCEABLE RIGHTS ISSUE Unless otherwise defined, capitalised terms used herein shall bear the same meaning ascribed to them as in the announcement entitled Entry into Conditional Sale and Purchase Agreements for the Acquisition of Starhill Gallery and Lot 10 by YTL Starhill Global REIT Management Limited, as manager of Starhill Global Real Estate Investment Trust ( Starhill Global REIT, and the manager of Starhill Global REIT, the Manager ) dated 16 April 2010 (the 16 April Announcement ). 1. Completion of Acquisitions 1.1. Further to the 16 April Announcement and the approval by Unitholders at the extraordinary general meeting of Starhill Global REIT on 4 June 2010 of, among others, the Acquisitions, the CPU Issue, the Master Tenancies and the YTL Guarantee (collectively, the Transactions ), the Manager is pleased to announce that the acquisitions of Starhill Gallery and Lot 10 Property (collectively, the Properties and the acquisitions of the Properties, the Acquisitions ) from Mayban Trustees Berhad (the Vendor ), as trustee of Starhill Real Estate Investment Trust, for the purchase consideration of RM1,030.0 million (approximately S$444.3 million 1 ) (the Purchase Consideration ) in the manner described in the 16 April Announcement, have been completed today. 1.2. In connection with the funding of the Acquisitions, Starhill Global REIT (through the SG SPV) has today subscribed for RM705.0 million (or approximately S$304.1 million) of junior medium-term notes (the First Junior MTNs ) issued, on a limited recourse basis 2 by the ABS SPV pursuant to the MTN Programme 3 as well as 100,000 nonredeemable preference shares of RM0.01 each in the ABS SPV ( NRPS and the first issuance of the NRPS, the First NRPS ). 1 Based on the exchange rate of RM1.00: S$0.431 (the Exchange Rate ). Unless otherwise stated, all conversions of RM amounts into S$ in this announcement shall be based on the Exchange Rate. 2 The recourse of the holders of the MTNs to the ABS SPV is limited to the assets of the ABS SPV and no petition for the winding-up or dissolution of the ABS SPV may be made by the MTN holders under the terms of the MTNs. 3 It is intended that all future Junior MTNs to be issued by the ABS SPV will also be offered only to Starhill Global REIT or its nominees for subscription.
1.3. To finance the subscription of the First Junior MTNs, Starhill Global REIT (through the SG SPV) has today: (i) made a cash payment of RM300.0 million (or approximately S$129.4 million) 4 ; and (ii) issued 173,062,575 5 CPUs 6, to the Vendor Group. 1.4. Starhill Global REIT (through the SG SPV) has also today, made a cash payment of RM1,000 (or approximately S$431) to finance its subscription of the First NRPS. 1.5. The ABS SPV has also today, issued RM330.0 million (or approximately S$142.4 million) of Senior MTNs to sophisticated investors 7 to part finance the Acquisitions. The Senior MTNs bear a coupon rate of 5.35% per annum and have an Expected Maturity Date of 5 years and Legal Maturity Date of 6.5 years. 1.6. The following table sets out the source and application of funds in relation to the Transactions. Source RM million S$ million Issuance of CPUs 405.0 174.7 8 Senior MTNs 330.0 142.4 Cash 306.0 132.0 Issuance of Acquisition Fee 10.3 4.4 Units 9 Total 1,051.3 453.5 4 This cash payment was deployed from the proceeds of the rights issue by Starhill Global REIT of 963,724,106 rights units in Starhill Global REIT at an issue price of S$0.35 per rights unit on 18 August 2009 on a fully underwritten and renounceable basis (the Rights Issue ). 5 Based on the average RM to S$ exchange rate of RM1.00: S$0.427 based on the Bank Negara Malaysia Interbank Foreign Exchange Mid Rate over the last twenty days falling three Business Days prior to the date of this announcement, being the date of issuance of the CPUs. 6 The CPUs will be convertible to units in Starhill Global REIT ( Units ) at the price of S$0.7266 per Unit, being a price at a 30.0% premium above the volume weighted average price of Units over the last five trading days immediately prior to (and including) the date of this announcement, being the date of issuance of the CPUs. 7 As permitted under the Capital Markets & Services Act 2007, of Malaysia. 8 Represents the fair value of the CPUs issued determined in accordance with FRS102: Share Based Payments and is calculated as the fair value of the Acquisitions of approximately S$444.3 million (RM1,030.0 million) less the portion of the Purchase Consideration settled in cash of approximately S$269.6 million (RM 625.0 million). 9 In connection with the Acquisitions, the Manager will be entitled under the trust deed dated 8 August 2005 constituting Starhill Global REIT (as amended) to receive an acquisition fee of RM10.3 million (or approximately S$4.4 million) (the Acquisition Fee ), which is equal to 1.0% of the Purchase Consideration. The Acquisition Fee shall be payable to the Manager in the form of Units (and Units to be issued as payment of the Acquisition Fee, the Acquisition Fee Units ). An announcement will be made at a later date when the Acquisition Fee is paid to the Manager.
Application RM million S$ million Acquisition of the Properties 10 1,030.0 444.3 Acquisition Fee 10.3 4.4 Transaction costs 11 6.0 2.6 MTN related costs 12 5.0 2.2 Total 1,051.3 453.5 1.7. The following table sets out the split between the cash component and the CPU component in relation to the purchase consideration for each of the Properties. Mode of Consideration Purchase Consideration Cash Principal amount of CPUs Property Starhill Gallery 629,000,000 381,674,757 247,325,243 Lot 10 Property 401,000,000 243,325,243 157,674,757 Total 1,030,000,000 625,000,000 405,000,000 2. The Master Tenancy Agreements and the YTL Guarantee Following completion of the Acquisitions, the Master Tenancies pursuant to the Master Tenancy Agreements entered into between the ABS SPV, the Master Tenant, the Servicer and YTL on 16 April 2010 (the Master Tenancy Agreements ) and the guarantee by YTL of the Master Tenant s payment obligations under the Master Tenancy Agreements, have come into effect today. 10 Based on purchase consideration of RM629.0 million for Starhill Gallery and RM401.0 million for the Lot 10 Property. 11 Transaction costs comprise the estimated professional and other fees and expenses expected to be incurred by Starhill Global REIT in connection with the Transactions. 12 Includes estimated expenses incurred by the ABS SPV in relation to the Acquisitions and upfront expenses in relation to the MTN Programme.
3. Use of proceeds from Rights Issue Further to the Acquisitions and the announcement by the Manager dated 20 January 2010, the Manager also wishes to announce that out of the net proceeds of approximately S$327.9 million from the Rights Issue, approximately S$262.3 million has been used for the following purposes: Amount Net proceeds from the Rights Issue S$327.9 million Less: Utilisation prior to this announcement S$130.3 million Current Utilisation: Payment of the cash consideration amount of the Purchase Consideration (excluding debt) and including estimated professional and other fees and expenses in connection with the Transactions Balance of net proceeds remaining from the Rights Issue S$132.0 million S$65.6 million The Manager will make further announcements via SGXNET when the remaining proceeds of the Rights Issue are materially disbursed. By Order of the Board YTL Starhill Global REIT Management Limited (Company registration no. 200502123C) (as manager of Starhill Global Real Estate Investment Trust) Jeanette Lim Joint Company Secretary Singapore 28 June 2010
About Starhill Global REIT Starhill Global REIT is a Singapore-based real estate investment trust investing primarily in real estate used for retail and office purposes, both in Singapore and overseas. Since its listing on the Mainboard of Singapore Exchange Securities Trading Limited (the SGX-ST ) on 20 September 2005, Starhill Global REIT has grown its initial portfolio from interests in two landmark properties on Orchard Road in Singapore to 11 properties in Singapore, China, Japan and Australia, valued at about S$2.1 billion. These include a 74.23% strata title interest in Wisma Atria and a 27.23% strata title interest in Ngee Ann City in Singapore, full ownership of a premier retail property in Chengdu, China, seven properties in the prime areas of Tokyo, Japan and the recently acquired David Jones Building in Perth, Australia. On 4 June 2010, Starhill Global REIT unitholders approved the acquisition of Starhill Gallery and Lot 10 in Kuala Lumpur, Malaysia. Starhill Global REIT remains focused on sourcing attractive property assets in Singapore and overseas, while driving organic growth from its existing portfolio, through proactive leasing efforts and creative asset enhancements. Starhill Global REIT is managed by an external manager, YTL Starhill Global REIT Management Limited. The Manager is a wholly-owned subsidiary of YTL Starhill Global REIT Management Holdings Pte. Ltd. which is in turn an indirect subsidiary of YTL Corporation Berhad. Important Notice The value of Units and the income derived from them may fall or rise. The Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors have no right to request the Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. This document is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Units. The past performance of Starhill Global REIT is not necessarily indicative of the future performance of Starhill Global REIT. This document may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes. Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager s view of future events.