Bursa Announcements

1. Introduction

We refer to the announcements made on 15 January 2010 and 24 March 2010 in relation to the Proposals.

Following the recent approval of the Securities Commission ("SC") for the Proposals, ECM Libra Investment Bank Berhad ("ECM Libra") on behalf of the Board of Directors of AmanahRaya - REIT Managers Sdn Bhd, the management company of AmanahRaya REIT ("ARRM" or the "Manager") wishes to announce that CIMB Trustee Berhad, as trustee for AmanahRaya REIT ("CIMB Trustee as Purchaser's Trustee") had on 30 March 2010 entered into the 2 separate conditional sale and purchase agreements ("SPAs") with Amanah Raya Berhad, as trustee for Kumpulan Wang Bersama ("KWB") ("ARB as Vendor's Trustee") to acquire the following properties:

(a) a piece of leasehold land held under PM 11660, Lot 38451, Bandar Selayang, District of Gombak, Selangor Darul Ehsan, on which is erected a 6-storey shopping complex with a basement level (known as "Selayang Mall"), for a purchase consideration of RM128.0 million to be satisfied by cash ("Proposed Selayang Mall Acquisition"); and

(b) a 13-storey stratified office building which forms part of the Dana 1 Commercial Centre, which is held under the parent title Pajakan Negeri 8024, Lot 59214, Mukim Damansara, District of Petaling, Selangor Darul Ehsan (known as "Dana 13"), for a purchase consideration of RM99.0 million to be satisfied by cash ("Proposed Dana 13 Acquisition").

The salient terms of the SPA (which were previously set out on an indicative basis in our announcement dated 15 January 2010) for the Proposed Selayang Mall Acquisition include, amongst others, the following:

(i) Selayang Mall shall be acquired free from all encumbrances at a purchase price of RM128.0 million to be satisfied entirely in cash ("Selayang Mall Sale Consideration"), but subject to the fulfillment of the terms and conditions stipulated herein;

(ii) The Proposed Selayang Mall Acquisition is conditional upon, inter-alia, the following conditions precedent being fulfilled within 3 months from the date of the SPA or such other extended date as the parties may mutually agree in writing:

(a) the approval of the SC in respect of the valuation of Selayang Mall and Dana 13 (which was obtained on 24 March 2010);

(b) the approval of the SC for the issuance of the Placement Units pursuant to the Proposed Placement, the listing of and quotation for the Placement Units to be issued pursuant to the Proposed Placement and the Proposed Increase in Fund Size (which was obtained on 24 March 2010);

(c) the approval of the Unitholders by way of an ordinary resolution for the Proposals;

(d) the approval of Bursa Securities for the listing of and quotation for the Placement Units arising from the Proposed Placement;

(e) the approval of the investment committee of KWB for the sale of Selayang Mall to be obtained by ARB as Vendor's Trustee (which was obtained on 29 October 2009);

(f) the approval of CIMB Trustee as Purchaser's Trustee (which was obtained on 22 March 2010);

(g) satisfactory outcome of the legal and structural due diligence exercise to be completed within 14 days from the date of the SPA unless otherwise mutually extended;

(h) the consent by and/or notification to the existing Lessees (where applicable) to the transfer of Selayang Mall to CIMB Trustee as Purchaser's Trustee having been obtained by the Vendor;

(i) execution of the novation agreement between ARB as Vendor's Trustee, the lessee of Selayang Mall and CIMB Trustee as Purchaser's Trustee for novation of all rights, title, benefits, interests and obligations of ARB as Vendor's Trustee under the Selayang Mall lease agreements to CIMB Trustee as Purchaser's Trustee;

(j) the successful closing of the Proposed Placement;

(k) the execution of the supplemental lease agreement by ARB as Vendor's Trustee and the Lessee in respect of overseeing the level of maintenance and the tenant mix profile requirement of Selayang Mall;

(l) the renewal of the temporary building permit from MPS for 31 December 2010 in relation to the Ground Lots (which was obtained on 5 January 2010); and

(m) the approval or consent of any relevant public authority, if required.

The salient terms of the SPA (which were previously set out on an indicative basis in our announcement dated 15 January 2010) for the Proposed Dana 13 Acquisition include, amongst others, the following:

(i) Dana 13 shall be acquired free from all encumbrances at a purchase price of RM99.0 million to be satisfied entirely in cash, but subject to the fulfillment of the terms and conditions stipulated herein;

(ii) The Proposed Dana 13 Acquisition is conditional upon, inter-alia, the following conditions precedent being fulfilled within 3 months from the date of the SPA or such other extended date as the parties may mutually agree in writing:

(a) the approval of the SC in respect of the valuation of Dana 13 and Selayang Mall (which was obtained on 24 March 2010);

(b) the approval of the SC for the issuance of the Placement Units pursuant to the Proposed Placement, the listing of and quotation for the Placement Units to be issued pursuant to the Proposed Placement and the Proposed Increase in Fund Size (which was obtained on 24 March 2010);

(c) the approval of the Unitholders by way of an ordinary resolution for the Proposals;

(d) the approval of Bursa Securities for the listing of and quotation for the Placement Units arising from the Proposed Placement;

(e) the approval of the investment committee of KWB for the sale of Dana 13 to be obtained by ARB as Vendor's Trustee (which was obtained on 29 October 2009);

(f) the approval of CIMB Trustee as Purchaser's Trustee (which was obtained on 22 March 2010);

(g) the developer's and proprietor's endorsement of consent to the assignment of Dana 13 to CIMB Trustee as Purchaser's Trustee having been obtained by ARB as Vendor's Trustee;

(h) the developer's undertaking to apply for and obtain the consent of the relevant state authority for the assignment of Dana 13 to CIMB Trustee as Purchaser's Trustee and the charging of Dana 13 having been obtained;

(i) satisfactory outcome of the legal and structural due diligence exercise to be completed within 14 days from the date of the SPA unless otherwise mutually extended;
(j) the consent by and/or notification to the existing Lessees (where applicable) to the transfer of Dana 13 to CIMB Trustee as Purchaser's Trustee having been obtained by the Vendor;

(k) execution of the novation agreement between ARB as Vendor's Trustee, the lessee of Dana 13 and CIMB Trustee as Purchaser's Trustee for novation of all rights, title, benefits, interests and obligations of ARB as Vendor's Trustee under the Dana 13 lease agreement to CIMB Trustee as Purchaser's Trustee, a novation agreement between ARB as Vendor's Trustee, CIMB Trustee as Purchaser's Trustee and the developer of Dana 13 for novation of the rights, liabilities, interests and benefits of ARB as Vendor's Trustee pursuant to the deed of mutual covenants to CIMB Trustee as Purchaser's Trustee, and a conditional deed of assignment to be executed by ARB as Vendor's Trustee in favour of CIMB Trustee as Purchaser's Trustee under the Proposed Dana 13 Acquisition;

(l) the successful closing of the Proposed Placement; and

(m) the approval or consent of any relevant public authority, if required.

The SPAs are available for inspection during normal office hours from Monday to Friday (except public holidays) at the business office of CIMB Trustee Berhad at Level 7, Wisma Amanah Raya Berhad, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur for a period of 3 months from the date of this announcement.